TerraForm Global (GLBL) Files to Delay 10-Q; Notes SunEdison (SUNEQ) Deficiencies

August 10, 2016 4:21 PM EDT
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TerraForm Global (NASDAQ: GLBL) is unable to timely file its Form 10-Q Quarterly Report for the quarter ended June 30, 2016 (the “Q2 Form 10-Q”) without unreasonable effort and expense. The Company’s delay in filing the Q2 Form 10-Q is due principally to the need to complete all steps and tasks necessary to finalize the Company’s financial statements and other disclosures required to be in the filing.

The Company has also not yet filed its Form 10-K Annual Report for the year ended December 31, 2015 (the “Form 10-K”) and its Form 10-Q for the quarter ended March 31, 2016 (the “Q1 Form 10-Q”) and is working to complete all steps and tasks necessary to finalize the financial statements and other disclosures required to be included in these filings. As the Company has previously disclosed, due to the services we receive from SunEdison, Inc. (“SunEdison”) under the Management Services Agreement, our financial reporting and control processes rely to a significant extent on SunEdison systems and personnel. As a result, if there are control deficiencies at SunEdison, including with respect to the systems that we utilize, it is necessary for us to assess whether those deficiencies could affect our financial reporting and related internal controls and, if so, address them to the extent necessary and appropriate prior to filing our Form 10-K and Q1 Form 10-Q. We are continuing to assess whether matters related to SunEdison’s delay in its Form 10-K (including (a) SunEdison’s identification of material weaknesses and additional procedures necessary to complete its annual financial statements and related disclosures and (b) the publicly disclosed findings of the investigation by SunEdison’s independent directors and the related remedial plan) could affect our financial reporting and related internal controls.

Filing for the quarter ended March 31, 2016 and our Form 8-K filed on July 20, 2016. We are working to remediate these issues as promptly as practicable. Based on our work to date and in light of other factors, including the risk that SunEdison will be unable to complete the remedial actions related to its internal investigation, we expect that it will be necessary for the Company to implement additional controls and procedures and take other remedial actions before we finalize our financial statements and other disclosures for the year ended December 31, 2015. The Company will not be able to file its Q2 Form 10-Q until it has completed and filed its Form 10-K and Q1 Form 10-Q. This process could require substantial time and resources, and we can provide no assurance that our ongoing review will not identify additional material weaknesses or other issues that would require remediation.


The Company expects the results of its operations for the fiscal quarter ended June 30, 2016 to be significantly different from the corresponding period in 2015. Among the reasons for such anticipated differences are the Company’s initial public offering, which was completed on August 5, 2015, and the consequent growth of the Company’s portfolio of renewable energy power plants.

Because of the delay in the completion of its Form 10-K Annual Report for the year ended December 31, 2015 and its Form 10-Q Quarterly Report for the quarter ended March 31, 2016 and in the completion of the review of the Company’s results for the fiscal quarter ended June 30, 2016, the Company is unable to provide a reasonable estimate of the anticipated changes in its results of operations from the corresponding period in 2015.



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