8point3 Energy Partners Reports Third Quarter 2017 Results

SAN JOSE, Calif., Oct. 4, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) today announced financial results for its third fiscal quarter ended August 31, 2017.

    --  Exceeded Q3 2017 revenue, net income, Adjusted EBITDA and CAFD guidance
    --  Sponsors' strategic review of Partnership interests continuing
    --  Declared Q3 2017 distribution of $0.2721 per share, an increase of 3.0
        percent over the Q2 2017 distribution
    --  Forecasts Q4 2017 distribution of $0.2802 per share, an increase of 3.0
        percent compared to the Q3 2017 distribution
    --  Partnership reiterates 2017 distribution growth of 12 percent

For the third quarter of fiscal 2017, 8point3 Energy Partners reported revenue of $27.7 million, net income of $28.7 million, Adjusted EBITDA of $53.5 million and cash available for distribution (CAFD) of $33.2 million.

"The stable performance of our high-quality solar portfolio enabled us to exceed our financial goals for the quarter and raise our quarterly distribution for the ninth consecutive quarter," said Chuck Boynton, 8point3 Energy Partners' CEO. "We expect that our current portfolio of interests in 946 megawatts (MW) of U.S. solar assets will generate annual CAFD of more than $106 million in 2017.

"Also, our sponsors' strategic review related to their partnership interests in 8point3 is continuing. As SunPower announced last quarter, it has joined First Solar in its desire to sell its ownership stake in 8point3 though, as previously noted, there can be no assurances that a transaction will be consummated," concluded Boynton.

Additionally, during the quarter, the Board of Directors of the Partnership's general partner waived the negotiating period related to the offering of SunPower's 100-MW Boulder Solar 1 Right of First Offer (ROFO) project. As a result of this waiver, SunPower has the right to offer and sell this project to a third party in accordance with the terms of the ROFO Agreement.

The Board of Directors of the Partnership's general partner also declared a cash distribution for its Class A shares of $0.2721 per share for the third quarter. The third quarter distribution will be paid on October 13, 2017 to shareholders of record as of October 3, 2017.

"We were pleased with our third quarter results as our portfolio continued to perform as expected," said Bryan Schumaker, 8point3 Energy Partners' chief financial officer. "We are well positioned to meet our financial and operational goals for this year and remain committed to maintaining our 12 percent targeted distribution growth rate for 2017."

The Partnership did not utilize its $125 million at-the-market (ATM) equity offering program during the third quarter.

Guidance
The Partnership's fourth quarter 2017 guidance is as follows: revenue of $12.0 million to $15.0 million, net income of $1.5 million to $4.0 million, Adjusted EBITDA of $22.0 million to $25.0 million, CAFD of $32.0 million to $35.0 million and a distribution of $0.2802 per share, a forecasted increase of 3.0 percent compared to the Q3 2017 distribution.

As a result of its consistent asset performance, the Partnership is raising its fiscal year 2017 guidance. The Partnership now expects revenue of $66.5 million to $69.5 million, net income of $32.0 million to $34.5 million, Adjusted EBITDA of $117.0 million to $120.0 million and CAFD of $106.0 million to $109.0 million. The Partnership also reiterates its expected distribution growth rate of 12 percent for fiscal year 2017.

About 8point3 Energy Partners
8point3 Energy Partners LP (NASDAQ:CAFD) is a growth-oriented limited partnership formed by First Solar, Inc. and SunPower Corporation to own, operate and acquire solar energy generation projects. 8point3 Energy Partners' primary objective is to generate predictable cash distributions that grow at a sustainable rate. The Partnership owns interests in projects in the United States that generate long-term contracted cash flows and serve utility, commercial and residential customers. For more information about 8point3 Energy Partners, please visit: www.8point3energypartners.com.

For 8point3 Energy Partners Investors
This press release includes various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions. You can identify our forward-looking statements by words such as "anticipate", "believe", "estimate", "expect", "forecast", "goals", "objectives", "outlook", "intend", "plan", "predict", "project", "risks", "schedule", "seek", "target", "could", "may", "will", "should" or "would" or other similar expressions that convey the uncertainty of future events or outcomes. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in forward-looking statements. In particular, expressed or implied statements concerning the sponsors' ownership interest in the Partnership, expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of the Partnership and its subsidiaries, including guidance regarding the Partnership's revenue, net income, Adjusted EBITDA, cash available for distribution and distributions, other future actions, conditions or events such as the projected commercial operation dates of projects, future operating results or the ability to generate sales, income or cash flow or to make distributions are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Forward-looking statements speak only as of the date of this press release, October 4, 2017, and we disclaim any obligation to update such statements for any reason, except as required by law. All forward-looking statements contained in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to in this paragraph. Many of the factors that will determine these results are beyond our ability to control or predict. These factors include the risk factors described under "Risk Factors" in the Partnership's Annual Report on Form 10-K for the fiscal year ended November 30, 2016, filed with the Securities and Exchange Commission on January 26, 2017 and the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2017, filed with the Securities and Exchange Commission on June 29, 2017. If any of those risks occur, it could cause our actual results to differ materially from those contained in any forward-looking statement. Because of these risks and uncertainties, you should not place undue reliance on any forward-looking statement.

Non-GAAP Financial Information
This earnings release includes certain financial measures that are not defined under U.S. generally accepted accounting principles (GAAP), including Adjusted EBITDA and CAFD. Such non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. We reconcile these non-GAAP financial measures to the most directly comparable financial measure prepared in accordance with GAAP in the tables that accompany this release. In the introduction to such reconciliation tables that accompany this release, we disclose the reasons why we believe our use of the non-GAAP financial measures in this release provides useful information. Please read "Non-GAAP Financial Measures" below for further details on our use of non-GAAP financial measures.


                                          8point3 Energy Partners LP

                                     Condensed Consolidated Balance Sheets

                                       (In thousands, except share data)

                                                  (Unaudited)


                                                 August 31, 2017              November 30, 2016
                                                 ---------------              -----------------

    Assets

    Current assets:

    Cash and cash equivalents                                         $10,361                      $14,261

    Accounts receivable and short-
     term financing receivables, net                      10,882                          5,401

    Prepaid and other current
     assets(1)                                            12,312                         15,745
                                                          ------                         ------

    Total current assets                                  33,555                         35,407

    Property and equipment, net                          719,868                        720,132

    Long-term financing
     receivables, net                                     77,484                         80,014

    Investments in unconsolidated
     affiliates                                          791,985                        475,078

    Other long-term assets                                21,459                         24,432
                                                          ------                         ------

    Total assets                                                   $1,644,351                   $1,335,063
                                                                   ==========                   ==========

    Liabilities and Equity

    Current liabilities:

    Accounts payable and other
     current liabilities(1)                                            $6,565                      $23,771

    Short-term debt and financing
     obligations(1)                                        2,201                          1,964

    Deferred revenue, current
     portion                                               1,527                            870
                                                           -----                            ---

    Total current liabilities                             10,293                         26,605

    Long-term debt and financing
     obligations(1)                                      709,989                        384,436

    Deferred revenue, net of current
     portion                                                 128                            308

    Deferred tax liabilities                              38,591                         30,733

    Asset retirement obligations                          14,796                         13,448

    Other long-term liabilities                            1,853                              -
                                                           -----                            ---

    Total liabilities                                    775,650                        455,530
                                                         -------                        -------

    Redeemable noncontrolling
     interests                                            17,346                         17,624

    Equity:

    Class A shares, 28,084,935 and
     28,072,680 issued and
     outstanding as of August 31,
     2017 and November 30, 2016,
     respectively                                        249,306                        249,138

    Class B shares, 51,000,000
     issued and outstanding as of
     August 31, 2017 and November
     30, 2016                                                  -                             -

    Accumulated earnings                                  12,550                         22,440
                                                          ------                         ------

    Total shareholders' equity
     attributable to 8point3 Energy
     Partners LP                                         261,856                        271,578

    Noncontrolling interests                             589,499                        590,331
                                                         -------                        -------

    Total equity                                         851,355                        861,909
                                                         -------                        -------

    Total liabilities and equity                                   $1,644,351                   $1,335,063
                                                                   ==========                   ==========


    1             The Partnership has related-party
                  balances for transactions made
                  with the Sponsors and tax equity
                  investors. Related-party balances
                  recorded within "Prepaid and other
                  current assets" in the unaudited
                  condensed consolidated balance
                  sheets were $0.8 million and $0.9
                  million as of August 31, 2017 and
                  November 30, 2016, respectively.
                  Related-party balances recorded
                  within "Accounts payable and other
                  current liabilities" in the
                  unaudited condensed consolidated
                  balance sheets were $3.5 million
                  and $19.7 million due to Sponsors
                  as of August 31, 2017 and November
                  30, 2016, respectively, and $0.9
                  million and $1.0 million due to
                  tax equity investors as of August
                  31, 2017 and November 30, 2016,
                  respectively. Related-party
                  balances recorded within "Short-
                  term debt and financing
                  obligations" and "Long-term debt
                  and financing obligations" in the
                  unaudited condensed consolidated
                  balance sheets were $2.2 million
                  and $47.8 million, respectively,
                  as of August 31, 2017, and $2.0
                  million and zero, respectively, as
                  of November 30, 2016.


                                                                                        8point3 Energy Partners LP

                                                                             Condensed Consolidated Statements of Operations

                                                                                  (In thousands, except per share data)

                                                                                               (Unaudited)


                                                           Three Months Ended                                              Nine Months Ended

                                               August 31, 2017               August 31, 2016                 August 31, 2017              August 31, 2016
                                               ---------------               ---------------                 ---------------              ---------------

    Revenues:

    Operating revenues(1)                                          $27,744                                              $26,116                             $54,319  $46,735
                                                                   -------                                              -------                             -------  -------

    Total revenues                                      27,744                            26,116                                     54,319                   46,735

    Operating costs and expenses(1):

    Cost of operations                                   2,064                             1,928                                      6,396                    4,953

    Selling, general and
     administrative                                      2,050                             1,804                                      5,894                    5,096

    Depreciation and
     accretion                                           7,220                             6,311                                     20,875                   16,325

    Acquisition-related
     transaction costs                                      19                               599                                         50                    2,261
                                                           ---                               ---                                        ---                    -----

    Total operating costs and
     expenses                                           11,353                            10,642                                     33,215                   28,635
                                                        ------                            ------                                     ------                   ------

    Operating income                                    16,391                            15,474                                     21,104                   18,100

    Other expense (income):

    Interest expense                                     6,060                             3,199                                     17,429                    9,123

    Interest income                                      (304)                            (296)                                     (869)                   (909)

    Other expense (income)                                 283                             (291)                                     (514)                   (551)
                                                           ---                              ----                                       ----                     ----

    Total other expense, net                             6,039                             2,612                                     16,046                    7,663
                                                         -----                             -----                                     ------                    -----

    Income before income
     taxes and equity in
     earnings of
     unconsolidated investees                           10,352                            12,862                                      5,058                   10,437

    Income tax provision                               (5,012)                          (5,063)                                    (7,860)                (15,281)

    Equity in earnings of
     unconsolidated investees                           23,322                             8,075                                     33,287                   13,504
                                                        ------                             -----                                     ------                   ------

    Net income                                          28,662                            15,874                                     30,485                    8,660

    Less: Net income (loss)
     attributable to
     noncontrolling interests
     and redeemable
     noncontrolling interests                           21,189                             8,281                                     18,765                 (14,263)
                                                        ------                             -----                                     ------                  -------

    Net income attributable
     to 8point3 Energy
     Partners LP Class A
     shares                                                         $7,473                                               $7,593                             $11,720  $22,923
                                                                    ======                                               ======                             =======  =======

    Net income per Class A share:

    Basic                                                            $0.27                                                $0.38                               $0.42    $1.15

    Diluted                                                          $0.27                                                $0.38                               $0.42    $1.15

    Distributions per Class A
     share:                                                          $0.26                                                $0.23                               $0.77    $0.67

    Weighted average number of Class A shares:

    Basic                                               28,081                            20,015                                     28,077                   20,011

    Diluted                                             43,581                            35,515                                     43,577                   35,511


    1             The Partnership has related-
                  party activities for
                  transactions made with the
                  Sponsors. Related party
                  transactions recorded within
                  "Operating revenues" in the
                  unaudited condensed
                  consolidated statement of
                  operations were $1.3 million
                  for each of the three months
                  ended August 31, 2017 and
                  August 31, 2016, and $3.9
                  million for each of the nine
                  months ended August 31, 2017
                  and August 31, 2016. Related
                  party transactions recorded
                  within "Operating costs and
                  expenses" in the unaudited
                  condensed consolidated
                  statement of operations were
                  $2.1 million and $1.9 million
                  for the three months ended
                  August 31, 2017 and August 31,
                  2016, respectively, and $6.3
                  million and $5.0 million for
                  the nine months ended August
                  31, 2017 and August 31, 2016,
                  respectively.


                                                   8point3 Energy Partners LP

                                        Condensed Consolidated Statements of Cash Flows

                                                         (In thousands)

                                                          (Unaudited)


                                                                          Nine Months Ended

                                                            August 31, 2017                 August 31, 2016
                                                            ---------------                 ---------------

    Cash flows from operating activities:

    Net income                                                                  $30,485                            $8,660

    Adjustments to reconcile net income
     to net cash provided by operating
     activities:

    Depreciation, amortization and
     accretion                                                       21,198                              16,325

    Unrealized gain on interest rate swap                             (349)                              (536)

    Distributions from unconsolidated
     investees                                                       32,892                              15,130

    Equity in earnings of unconsolidated
     investees                                                     (33,287)                           (13,504)

    Deferred income taxes                                             7,858                              15,281

    Share-based compensation                                            168                                 168

    Amortization of debt issuance costs                                 737                                 442

    Other, net                                                            1                                 270

    Changes in operating assets and
     liabilities:

    Accounts receivable and financing
     receivable, net                                                (2,830)                            (4,290)

    Prepaid and other assets                                          6,170                             (1,398)

    Deferred revenue                                                    482                                 467

    Accounts payable and other
     liabilities                                                        734                                 806
                                                                        ---                                 ---

    Net cash provided by operating
     activities                                                      64,259                              37,821
                                                                     ------                              ------

    Cash flows from investing activities:

    Cash provided by (used in) purchases
     of property and equipment, net                                   (314)                              1,415

    Cash paid for acquisitions                                    (313,183)                          (124,326)

    Distributions from unconsolidated
     investees                                                       13,575                                 653
                                                                     ------                                 ---

    Net cash used in investing activities                         (299,922)                          (122,258)
                                                                   --------                            --------

    Cash flows from financing activities:

    Proceeds from issuance of Class A
     shares, net of issuance costs                                        -                              (201)

    Proceeds from issuance of bank loans,
     net of issuance costs                                          283,999                              64,991

    Repayment of bank loans                                         (7,000)                                  -

    Repayment of promissory note to First
     Solar                                                          (1,964)                                  -

    Capital contributions from SunPower                                   -                              9,973

    Cash distribution to Class A
     shareholders                                                  (21,610)                           (13,487)

    Cash distributions to Sponsors as
     OpCo unit holders                                             (39,255)                                  -

    Cash contributions from
     noncontrolling interests and
     redeemable noncontrolling interests
     -tax equity investors                                           24,353                                 372

    Cash distributions to noncontrolling
     interests and redeemable
     noncontrolling interests -tax
     equity investors                                               (6,760)                            (4,102)
                                                                     ------                              ------

    Net cash provided by financing
     activities                                                     231,763                              57,546
                                                                    -------                              ------

    Net decrease in cash and cash
     equivalents                                                    (3,900)                           (26,891)

    Cash and cash equivalents, beginning
     of period                                                       14,261                              56,781
                                                                     ------                              ------

    Cash and cash equivalents, end of
     period                                                                     $10,361                           $29,890
                                                                                =======                           =======

    Non-cash transactions:

    Issuance by OpCo of promissory note
     to First Solar in connection with
     the Stateline Acquisition                                                  $50,000                         $       -

    Property and equipment acquisitions
     funded by liabilities                                            2,618                              17,410

    Settlement of related party payable
     by capital contribution from tax
     equity investor                                                      -                             46,837

    Accrued distributions to
     noncontrolling interests and
     redeemable noncontrolling interests
     -tax equity investors                                              923                                 795

Non-GAAP Financial Measures

Our management uses a variety of financial metrics to analyze our performance. The key financial metrics we evaluate are Adjusted EBITDA and CAFD.

Adjusted EBITDA.

We define Adjusted EBITDA as net income plus interest expense, net of interest income, income tax provision, depreciation, amortization and accretion, including our proportionate share of net interest expense, income taxes and depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method, and share-based compensation and transaction costs incurred for our acquisitions of projects; and excluding the effect of certain other non-cash or non-recurring items that we do not consider to be indicative of our ongoing operating performance such as, but not limited to, mark to market adjustments to the fair value of derivatives related to our interest rate hedges. Adjusted EBITDA is a non-U.S. GAAP financial measure. This measurement is not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income. The presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and borrowers' ability to service debt. In addition, Adjusted EBITDA is used by our management for internal planning purposes including certain aspects of our consolidated operating budget and capital expenditures. It is also used by investors to assess the ability of our assets to generate sufficient cash flows to make distributions to our Class A shareholders.

However, Adjusted EBITDA has limitations as an analytical tool because it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments, does not reflect changes in, or cash requirements for, working capital, does not reflect significant interest expense or the cash requirements necessary to service interest or principal payments on our outstanding debt or cash distributions on tax equity, does not reflect payments made or future requirements for income taxes, and excludes the effect of certain other cash flow items, all of which could have a material effect on our financial condition and results of operations. Adjusted EBITDA is a non-U.S. GAAP measure and should not be considered an alternative to net income or any other performance measure determined in accordance with U.S. GAAP, nor is it indicative of funds available to fund our cash needs. In addition, our calculations of Adjusted EBITDA are not necessarily comparable to EBITDA as calculated by other companies. Investors should not rely on these measures as a substitute for any U.S. GAAP measure, including net income.

Cash Available for Distribution.

We use CAFD, which we define as Adjusted EBITDA less equity in earnings of unconsolidated affiliates, cash interest paid, cash income taxes paid, maintenance capital expenditures, cash distributions to noncontrolling interests and principal amortization payments on any project-level indebtedness plus cash distributions from unconsolidated affiliates, indemnity payments and promissory notes from Sponsors, test electricity generation, cash proceeds from sales-type residential leases, state and local rebates and cash proceeds for reimbursable network upgrade costs. Our cash flow is generated from distributions we receive from OpCo each quarter. OpCo's cash flow is generated primarily from distributions from the Project Entities. As a result, our ability to make distributions to our Class A shareholders depends primarily on the ability of the Project Entities to make cash distributions to OpCo and the ability of OpCo to make cash distributions to its unitholders.

We believe CAFD is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of our ability to make our distributions. In addition, CAFD is used by our management team for determining future acquisitions and managing our growth. The U.S. GAAP measure most directly comparable to CAFD is net income.

However, CAFD has limitations as an analytical tool because it does not capture the level of capital expenditures necessary to maintain the operating performance of our projects, does not include changes in operating assets and liabilities and excludes the effect of certain other cash flow items, all of which could have a material effect on our financial condition and results from operations. CAFD is a non-U.S. GAAP measure and should not be considered an alternative to net income or any other performance measure determined in accordance with U.S. GAAP, nor is it indicative of funds available to fund our cash needs. In addition, our calculations of CAFD are not necessarily comparable to CAFD as calculated by other companies. Investors should not rely on these measures as a substitute for any U.S. GAAP measure, including net income.

The following table presents a reconciliation of net income to Adjusted EBITDA and CAFD for the three months ended August 31, 2017, May 31, 2017 and August 31, 2016, respectively, and nine months ended August 31, 2017 and August 31, 2016, respectively:


                                                                                                  8point3 Energy Partners LP

                                                                                   Reconciliation of Net Income to Adjusted EBITDA and CAFD

                                                                                                          (Unaudited)


                                                                  Three Months Ended                                                Nine Months Ended

    (in thousands)                             August 31,                 May 31,                     August 31,              August 31,              August 31,

                                                     2017                        2017                       2016                     2017                     2016


    Net income                                            $28,662                                          $7,143                                          $15,874              $30,485  $8,660

    Add (Less):

    Interest expense, net of
     interest income                                5,756                         5,580                                 2,903                                16,560       8,206

    Income tax provision                            5,012                         2,315                                 5,063                                 7,860      15,281

    Depreciation, amortization
     and accretion                                  7,327                         7,000                                 6,311                                21,198      16,325

    Share-based compensation                           56                            56                                    56                                   168         168

    Acquisition-related
     transaction costs (1)                             19                            18                                   599                                    50       2,261

    Unrealized gain (loss) on
     derivatives  (2)                                 284                            37                                 (285)                                (349)      (536)

    Add proportionate share from equity method
     investments (3)

    Interest expense, net of
     interest income                                  141                           169                                  (54)                                  440       (149)

    Depreciation, amortization
     and accretion                                  6,224                         6,224                                 2,397                                18,672       7,683

    Adjusted EBITDA                                       $53,481                                         $28,542                                          $32,864              $95,084 $57,899

    Less:

    Equity in earnings of
     unconsolidated affiliates,
     net with (3) above (4)                      (29,687)                     (15,752)                              (10,418)                              (52,399)   (21,038)

    Cash interest paid (5)                        (5,930)                      (5,666)                              (3,278)                             (16,357)    (9,176)

    Cash distributions to non-
     controlling interests                        (2,599)                      (2,276)                              (2,826)                              (6,760)    (3,730)

    Maintenance capital
     expenditures                                   (177)                            -                                    -                                (177)          -

    Short-term note (6)                                 -                            -                                    -                              (1,964)          -

    Add:

    Cash distributions from
     unconsolidated affiliates
     (7)                                          17,169                        11,587                                 7,018                                46,467      16,075

    Indemnity payment from
     Sponsors (8)                                      41                            27                                    64                                   133      10,037

    State and local rebates (9)                         -                            -                                    -                                    -        299

    Cash proceeds from sales-
     type residential leases
     (10)                                            746                           695                                   630                                 2,112       1,901

    Test electricity generation
     (11)                                              1                            22                                     -                                   33         421

    Cash proceeds for
     reimbursable network
     upgrade costs (12)                               125                         1,630                                     -                                7,878           -

    CAFD                                                  $33,170                                         $18,809                                          $24,054              $74,050 $52,688
                                                          =======                                         =======                                          =======              ======= =======


    (1)                 Represents acquisition-related financial
                        advisory, legal and accounting fees
                        associated with ROFO Project interests
                        purchased and expected to be purchased by
                        us in the future.

    (2)                 Represents the changes in fair value of
                        interest rate swaps that were not
                        designated as cash flow hedges.

    (3)                 Represents our proportionate share of net
                        interest expense, depreciation,
                        amortization and accretion from our
                        unconsolidated affiliates that are
                        accounted for under the equity method.

    (4)                 Equity in earnings of unconsolidated
                        affiliates represents the earnings from
                        the Solar Gen 2 Project, the North Star
                        Project, the Lost Hills Blackwell Project,
                        the Henrietta Project, and the Stateline
                        Project and is included on our unaudited
                        condensed consolidated statements of
                        operations.

    (5)                 Represents cash interest payments related
                        to OpCo's senior secured credit facility
                        and the Stateline Promissory Note.

    (6)                 Represents repayment of promissory note to
                        First Solar.

    (7)                 Cash distributions from unconsolidated
                        affiliates represent the cash received by
                        OpCo with respect to its 49% interest in
                        the Solar Gen 2 Project, the North Star
                        Project, the Lost Hills Blackwell Project,
                        the Henrietta Project, and its 34%
                        interest in the Stateline Project.

    (8)                 Represents indemnity payments from the
                        Sponsors owed to OpCo in accordance with
                        the Omnibus Agreement.

    (9)                 State and local rebates represent cash
                        received from state or local governments
                        for owning certain solar power systems.
                        The receipt of state and local rebates is
                        accounted for as a reduction in the asset
                        carrying value rather than operating
                        revenue.

    (10)                Cash proceeds from sales-type residential
                        leases, net, represent gross rental cash
                        receipts for sales-type leases, less
                        sales-type revenue and lease interest
                        income that is already reflected in net
                        income during the period. The
                        corresponding revenue for such leases was
                        recognized in the period in which such
                        lease was placed in service, rather than
                        in the period in which the rental payment
                        was received, due to the characterization
                        of these leases under U.S. GAAP.

    (11)                For the three and nine months ended August
                        31, 2017, test electricity generation
                        represents the sale of electricity that
                        was generated prior to COD by the Macy's
                        Maryland Project. For the nine months
                        ended August 31, 2016, test electricity
                        generation represents the sale of
                        electricity that was generated prior to
                        COD by the Kingbird Project. Solar systems
                        may begin generating electricity prior to
                        COD as a result of the installation and
                        interconnection of individual solar
                        modules, which occurs over time during the
                        construction and commission period. The
                        sale of test electricity generation is
                        accounted for as a reduction in the asset
                        carrying value rather than operating
                        revenue prior to COD, even though it
                        generates cash for the related Project
                        Entity.

    (12)                Cash proceeds from a utility company
                        related to reimbursable network upgrade
                        costs associated with the Quinto Project
                        and the Kingbird Project.


                                                   8point3 Energy Partners LP

                                                      FY 2017 Q4 Guidance

                                    Reconciliation of Net Income to Adjusted EBITDA and CAFD


    (in millions)                                                      Low                 High
                                                                       ---                 ----

    Net income                                                                    $1.5                   $4.0

    Add:

    Interest expense, net of interest income                              6.5                       6.5

    Income tax provision                                                  0.3                       0.8

    Depreciation, amortization and accretion                              7.3                       7.3

    Share-based compensation                                              0.1                       0.1

    Add proportionate share from equity method
     investments (1):

    Depreciation, amortization and accretion                              6.3                       6.3
                                                                          ---                       ---

    Adjusted EBITDA                                                              $22.0                  $25.0

    Less:

    Equity in earnings of unconsolidated
     affiliates, net with (1)                                          (13.5)                   (14.0)

    Cash interest paid                                                  (6.5)                    (6.5)

    Cash distributions to non-controlling
     interests                                                          (2.4)                    (2.4)

    Add:

    Cash distributions from unconsolidated
     affiliates                                                          30.5                      30.5

    Cash proceeds for reimbursable network
     upgrade costs                                                        1.0                       1.5

    Cash proceeds from sales-type residential
     leases                                                               0.9                       0.9

    CAFD                                                                         $32.0                  $35.0
                                                                                 =====                  =====


    (1)              Represents our proportionate share of
                     net interest expense, depreciation,
                     amortization and accretion from our
                     unconsolidated affiliates that are
                     accounted for under the equity
                     method.


                                         8point3 Energy Partners LP

                                              FY 2017 Guidance

                          Reconciliation of Net Income to Adjusted EBITDA and CAFD


    (in millions)                                         Low                  High
                                                          ---                  ----

    Net income                                                       $32.0                    $34.5

    Add:

    Interest expense, net
     of interest income                                     23.1                        23.1

    Income tax provision                                     8.1                         8.6

    Depreciation,
     amortization and
     accretion                                              28.5                        28.5

    Share-based
     compensation                                            0.2                         0.2

    Add proportionate
     share from equity
     method investments
     (1):

    Depreciation,
     amortization and
     accretion                                              25.1                        25.1

    Adjusted EBITDA                                                 $117.0                   $120.0

    Less:

    Equity in earnings of
     unconsolidated
     affiliates, net with
     (1)                                                 (65.9)                     (66.4)

    Cash interest paid                                    (22.9)                     (22.9)

    Cash distributions to
     non-controlling
     interests                                             (9.2)                      (9.2)

    Short-term note                                        (2.0)                      (2.0)

    Add:

    Cash distributions
     from unconsolidated
     affiliates                                             77.0                        77.0

    Cash proceeds for
     reimbursable network
     upgrade costs                                           8.9                         9.4

    Cash proceeds from
     sales-type
     residential leases                                      3.1                         3.1
                                                             ---                         ---

    CAFD                                                            $106.0                   $109.0
                                                                    ======                   ======


    (1)              Represents our proportionate share of
                     net interest expense, depreciation,
                     amortization and accretion from our
                     unconsolidated affiliates that are
                     accounted for under the equity
                     method.

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SOURCE 8point3 Energy Partners LP