TerraForm Power (TERP) Files to Delay 10-Q

November 10, 2016 4:25 PM EST

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TerraForm Power (NASDAQ: TERP) is unable to timely file its Form 10-Q Quarterly Report for the quarter ended September 30, 2016 (the “Q3 Form 10-Q”) without unreasonable effort and expense. The Company’s delay in filing the Q3 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”), its Form 10-Q for the quarter ended March 31, 2016 (the “Q1 Form 10-Q”), and its Form 10-Q for the quarter ended June 30, 2016 (the “Q2 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, Q1 Form 10-Q, and Q2 Form 10-Q. This assessment includes 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.

As previously disclosed, we have identified material weaknesses in the Company’s internal control over financial reporting primarily due to the issues identified in our Form 12b-25 Notification of Late Filing for the quarter ended March 31, 2016, our Form 8-K filed on July 20, 2016 and our Form 12b-25 Notification of Late Filing for the quarter ended June 30, 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 Q3 Form 10-Q until it has completed and filed its Form 10-K, Q1 Form 10-Q, and Q2 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.



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