XML 28 R17.htm IDEA: XBRL DOCUMENT v3.5.0.2
Noncontrolling Interests
9 Months Ended
Aug. 31, 2016
Noncontrolling Interest [Abstract]  
Noncontrolling Interests

Note 9. Noncontrolling Interests

Noncontrolling interests represent the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Partnership. For accounting purposes, the holders of noncontrolling interests of the Partnership include the Sponsors, which are SunPower and First Solar, as described in Part I, Item 1. “Financial Information—Notes to Unaudited Condensed Consolidated Financial Statements—Note 1—Description of Business and Basis of Presentation,” and third-party investors under the tax equity financing facilities. As of both August 31, 2016 and November 30, 2015, First Solar and SunPower had noncontrolling interests of 31.1% and 40.7%, respectively, in OpCo.

In addition, certain subsidiaries of OpCo have entered into tax equity financing facilities with third-party investors under which the parties invest in entities that hold the solar power systems. The Partnership, through OpCo, holds controlling interests in these less-than-wholly-owned entities and has therefore fully consolidated these entities. The Partnership accounts for the portion of net assets using the Hypothetical Liquidation at Book Value (“HLBV”) Method in the consolidated entities attributable to the investors as "Redeemable noncontrolling interests" and "Noncontrolling interests" in its unaudited condensed consolidated financial statements. Noncontrolling interests in subsidiaries that are redeemable at the option of the noncontrolling interest holder are classified as "Redeemable noncontrolling interests in subsidiaries" between liabilities and equity on the unaudited condensed consolidated balance sheets and the balance is the greater of the carrying value calculated under the HLBV Method or the redemption value.

As of August 31, 2016, redeemable noncontrolling interests attributable to tax equity investors was $17.6 million after adjusting the carrying amount to the redemption value. As of November 30, 2015, redeemable noncontrolling interests attributable to tax equity investors was $89.7 million calculated under the HLBV Method and was greater than the redemption value. As of August 31, 2016 and November 30, 2015, noncontrolling interests attributable to tax equity investors were $50.8 million and $11.8 million, respectively.

In addition, in connection with the Kern Phase 1(a) Acquisition on January 26, 2016, the Kingbird Acquisition on March 31, 2016, the Hooper Acquisition on April 1, 2016, and the Macy’s Maryland Acquisition on July 1, 2016, OpCo acquired the noncontrolling interest balances totaling $0.9 million, $11.7 million, $23.7 million, and $0.6 million, respectively. Please read Note 2—Business Combinations—2016 Acquisitions” for further details.

During the three and nine months ended August 31, 2016, such indirect subsidiaries of OpCo received zero and $47.2 million, respectively, in contributions from third-party investors under the related facilities, of which $46.8 million was transferred to an affiliate of First Solar for the remaining purchase price payment of the Kingbird Project. During the three and nine months ended August 31, 2016, such indirect subsidiaries of OpCo attributed $24.3 million and $112.1 million, respectively, in income to the third-party investors primarily as a result of allocating certain assets, including tax credits, if any, to the investors. During both the three and eight months ended August 31, 2015, such indirect subsidiaries of OpCo received $7.0 million in contributions from third-party investors under the related facilities and attributed $0.7 million in losses to the third-party investors primarily as a result of allocating certain assets, including tax credits, if any, to the investors.

During the three and nine months ended August 31, 2016, such indirect subsidiaries of OpCo made distributions to third-party investors under the related facilities of $2.3 million and $4.9 million, respectively, compared to distributions of zero for both the three and eight months ended August 31, 2015.

The following table presents the noncontrolling interest balances by entity, reported in shareholders’ equity in the unaudited condensed consolidated balance sheets as of August 31, 2016 and November 30, 2015:  

 

 

 

As of

 

 

 

August 31,

 

 

November 30,

 

(in thousands)

 

2016

 

 

2015

 

First Solar

 

$

202,063

 

 

$

159,624

 

SunPower

 

 

88,132

 

 

 

22,661

 

Tax equity investors

 

 

50,810

 

 

 

11,773

 

Total

 

$

341,005

 

 

$

194,058