v3.4.0.3
Assets held for sale and discontinued operations
 3 Months Ended
Mar. 31, 2016
Assets held for sale and discontinued operations  
Assets held for sale and discontinued operations

3. Assets held for sale and discontinued operations

 

On June 26, 2015, Atlantic Power Transmission, Inc. (“APT”), our wholly-owned, direct subsidiary, sold our Wind Projects under a definitive agreement (the “Purchase Agreement”) with TerraForm AP Acquisition Holdings, LLC (“TerraForm”), an affiliate of SunEdison, Inc. (an affiliate of TerraForm Power, Inc.). The sale was completed for aggregate cash proceeds of approximately $335 million after transaction fees, exclusive of transaction-related taxes. We recorded a $46.8 million gain on sale, which is included as a component of income from discontinued operations in the consolidated statements of operations for the year ended December 31, 2015.

 

Terraform acquired from APT, 100% of APT’s direct membership interests in a holding company formed to facilitate the sale, thereby acquiring our indirect interests in our portfolio of Wind Projects consisting of five operating wind projects in Idaho and Oklahoma and representing 521 MW net ownership: Goshen (12.5% economic interest), Idaho Wind (27.6% economic interest), Meadow Creek (100% economic interest); Rockland Wind Farm (50% economic interest, but consolidated on a 100% basis); and Canadian Hills (99% economic interest).As a result of the sale, we deconsolidated approximately $249 million of project debt (or approximately $274 million as adjusted for our proportional ownership of Rockland, Goshen North and Idaho Wind) and approximately $224 million of non-controlling interest related to tax equity interests at Canadian Hills and the minority ownership interests at Rockland and Canadian Hills.

 

The Wind Projects were designated as assets held for sale and discontinued operations on March 31, 2015, the date we established a firm commitment to a plan to sell the wind assets. Our determination to designate the Wind Projects as discontinued operations was based on the impact the sale would have on our operations and financial results and because the Wind Projects made up the entirety of our Wind reportable Segment. We stopped depreciating the property, plant and equipment of the Wind Projects on the designation date.

 

The following table summarizes the revenue and income (loss) from operations of the Wind Projects for the three months ended March 31, 2015:

 

 

 

 

 

 

 

Three months

 

 

ended

 

 

March 31, 

 

 

2015

Revenue

 

$
16.7

Project expenses:

 

 

 

Operations and maintenance

 

 
5.6

Depreciation and amortization

 

 
10.1

 

 

 
15.7

Project other expense:

 

 

 

Change in fair value of derivatives

 

 
(7.3)

Equity in earnings of unconsolidated affiliates

 

 
(0.9)

Interest expense, net

 

 
(3.4)

Gain (loss) on sale of asset

 

 

 —

 

 

 
(11.6)

Loss from operations of discontinued businesses

 

 
(10.6)

Income tax expense

 

 
1.7

Loss from operations of discontinued businesses, net of tax

 

 
(12.3)

Net loss attributable to noncontrolling interests of discontinued businesses

 

 
(7.5)

Loss from operations of discontinued businesses, net of noncontrolling interests

 

$
(4.8)

 

 

Basic and diluted loss per share related to loss from discontinued operations for the Wind Projects was $(0.03) for the three months ended March 31, 2015.

 

The following table summarizes the operating and investing cash flows of the Wind Projects for the three months ended March 31, 2015:

 

 

 

 

 

 

Three months

 

 

ended

 

 

March 31, 

 

 

2015

 

Cash provided by operating activities

$
10.8

 

Cash provided by investing activities

 
1.4

 

 

The following table summarizes the March 31, 2015 financial position of the Wind Projects that were classified as assets held for sale:

 

 

 

 

 

 

 

 

March 31, 

 

 

 

2015

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$
6.2

 

Accounts receivable

 

 
11.2

 

Other current assets

 

 
2.4

 

 

 

 
19.8

 

Non-current assets:

 

 

 

 

Property, Plant & Equipment

 

 
700.5

 

Equity investments in unconsolidated affiliates

 

 
36.5

 

Other intangible assets, net

 

 
4.3

 

Restricted cash

 

 
17.9

 

Other assets

 

 
1.8

 

Assets held for sale

 

$
780.8

 

 

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable and other accrued liabilities

 

$
7.7

 

Current portion of long-term debt

 

 
6.4

 

Current portion of derivative instruments liability

 

 
4.8

 

 

 

 
18.9

 

Long term liabilities

 

 

 

 

Long-term debt

 

 
242.4

 

Derivative instruments liability

 

 
15.7

 

Other long-term liabilities

 

 
4.1

 

Liabilities held for sale

 

$
281.1

 

 

 

 

 

 

Noncontrolling interests held for sale

 

 
228.8