SAN JOSE, Calif., Sept. 20, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its third fiscal quarter ended August 31, 2016.

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    --  Exceeds Q3 2016 revenue, net income, Adjusted EBITDA and cash available
        for distribution ("CAFD") guidance
    --  Announced agreement to acquire 49 percent interest in 102-MW Henrietta
        solar project
    --  Declared Q3 2016 distribution of $0.2406 per share, an increase of 3.5
        percent over the Q2 2016 distribution
    --  Forecasts Q4 2016 distribution of $0.2490 per share, an increase of 3.5
        percent compared to the Q3 2016 distribution

For the third quarter of fiscal 2016, 8point3 Energy Partners reported revenue of $26.1 million, net income of $15.9 million, Adjusted EBITDA of $32.9 million and CAFD of $24.1 million.

"Our strong results reflect the benefits of our stable and diversified solar project portfolio as we exceeded our financial targets for the third quarter," said Chuck Boynton, 8point3 Energy Partners CEO. "As of the end of August, our portfolio consisted of interests in 530-MW of U.S. solar generating assets."

"Additionally, as we announced today, we have signed an agreement to acquire SunPower's 49 percent minority interest in its 102-MW Henrietta project for $134 million in cash. The project is expected to generate approximately $10.9 million in annual cash distributions and has a 20 year contract life. The project was constructed utilizing SunPower's fully integrated Oasis(®) Power Plant system that is engineered to rapidly and cost-effectively deploy utility-scale solar projects while optimizing land use."

The Henrietta transaction is subject to a financing condition and other customary closing conditions and is expected to close on or about September 30, 2016. The partnership expects to fund the acquisition through some combination of cash on hand, borrowings under its existing credit facility and the issuance of additional equity.

The partnership also announced that a banking group has committed to funding a $250 million increase to its existing credit facility, including a combined $150 million from Bank of America Merrill Lynch and Wells Fargo, who are new to the partnership's bank group. The closing of this financing is contingent on the parties entering into definitive documentation as well as other matters.

In addition, the Board of Directors of the partnership's general partner declared a cash distribution for its Class A shares of $0.2406 per share for the third quarter. The third quarter distribution will be paid on October 14, 2016 to shareholders of record as of October 3, 2016.

As of August 31, 2016, 8point3 Energy Partners had total liquidity of more than $131 million comprised of $30 million in cash on its balance sheet and $101 million available on its five-year revolving credit facility. The partnership's liquidity position excludes the potential increase of up to $250 million pursuant to the exercise of the previously mentioned accordion feature in its existing credit facility.

"We were pleased with our third quarter performance as we exceeded our financial targets in addition to raising our quarterly shareholder distribution by 3.5 percent," said Bryan Schumaker, 8point3 Energy Partners chief financial officer. "With closing of our $250 million accordion credit facility, we will be well positioned to acquire additional projects as well as have sufficient resources to fund future growth."

Guidance
The partnership's fourth quarter 2016 guidance is as follows: revenue of $13.5 million to $14.5 million, net loss of ($1.0) million to breakeven, Adjusted EBITDA of $17.0 million to $18.0 million, CAFD of $22.0 million to $24.0 million and a distribution per share of $0.2490, a forecasted increase of 3.5 percent compared to the Q3 2016 distribution.

As a result of its third quarter 2016 results, the partnership is updating its 2016 guidance. It now expects revenue of $60.2 million to $61.3 million, net income of $7.7 million to $8.7 million, Adjusted EBITDA of $75 million to $76 million and CAFD of $74.8 million to $76.8 million. The partnership's fiscal year CAFD guidance includes approximately $9.0 million in network upgrade reimbursements currently expected to be received in the fourth quarter of 2016 per the partnership's existing interconnection agreement with a utility.

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 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, 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, September 20, 2016, 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 Transition Report on Form 10-K for the transition period from December 28, 2014 to November 30, 2015, filed with the Securities and Exchange Commission on January 28, 2016. 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 cash available for distribution. 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,                                   November 30,

                                              2016                                            2015
                                              ----                                            ----

    Assets

    Current assets:

    Cash and cash equivalents                                           $29,890                       $56,781

    Accounts receivable and short-term
     financing receivables, net                                          10,411                         4,289

    Prepaid and other current assets(1)                                  14,453                         8,033
                                                                         ------                         -----

    Total current assets                                                 54,754                        69,103

    Property and equipment, net                                         693,783                       486,942

    Long-term financing receivables,
     net                                                                 80,823                        83,376

    Investments in unconsolidated
     affiliates                                                         349,791                       352,070

    Other long-term assets                                               24,823                        26,142
                                                                         ------                        ------

    Total assets                                                     $1,203,974                    $1,017,633
                                                                     ==========                    ==========

    Liabilities and Equity

    Current liabilities:

    Accounts payable and other current
     liabilities(1)                                                     $21,358                        $2,612

    Short-term debt and financing
     obligations                                                          1,964                         1,964

    Deferred revenue, current portion                                     1,097                           489
                                                                          -----                           ---

    Total current liabilities                                            24,419                         5,065

    Long-term debt and financing
     obligations                                                        362,657                       297,206

    Deferred revenue, net of current
     portion                                                                608                           746

    Other long-term liabilities                                          39,729                        22,483
                                                                         ------                        ------

    Total liabilities                                                   427,413                       325,500
                                                                        -------                       -------

    Redeemable noncontrolling interests                                  17,624                        89,747

    Equity:

    Class A shares, 20,018,276 and
     20,007,281 issued and outstanding
     as of August 31, 2016 and November
     30, 2015, respectively                                             392,916                       392,748

    Class B shares, 51,000,000 issued
     and outstanding as of August 31,
     2016 and November 30, 2015                                               -                            -

    Accumulated earnings                                                 25,016                        15,580
                                                                         ------                        ------

    Total shareholders' equity
     attributable to 8point3 Energy
     Partners LP                                                        417,932                       408,328

    Noncontrolling interests                                            341,005                       194,058
                                                                        -------                       -------

    Total equity                                                        758,937                       602,386
                                                                        -------                       -------

    Total liabilities and equity                                     $1,203,974                    $1,017,633
                                                                     ==========                    ==========


    (1)          The
                 Partnership
                 has related-
                 party
                 balances for
                 transactions
                 made with
                 the
                 Sponsors.
                 Related-
                 party
                 balances
                 recorded
                 within
                 "Prepaid and
                 other
                 current
                 assets" in
                 the
                 unaudited
                 condensed
                 consolidated
                 balance
                 sheets were
                 $1.1 million
                 and $0.9
                 million as
                 of August
                 31, 2016 and
                 November 30,
                 2015,
                 respectively.
                 Related-
                 party
                 balances
                 recorded
                 within
                 "Accounts
                 payable and
                 other
                 current
                 liabilities"
                 in the
                 unaudited
                 condensed
                 consolidated
                 balance
                 sheets were
                 $17.6
                 million and
                 $0.2 million
                 as of August
                 31, 2016 and
                 November 30,
                 2015,
                 respectively.





                                                                                                  8point3 Energy Partners LP

                                                                                        Condensed Consolidated Statements of Operations

                                                                                             (In thousands, except per share data)

                                                                                                          (Unaudited)


                                                  Three Months Ended                      Nine Months                                       Eight Months
                                                                                          Ended                                              Ended
                                                                                          -----                                              -----

                                         August 31,                         August 31,                                         August 31,                August 31,

                                               2016                                2015                                                2016                              2015
                                               ----                                ----                                                ----                              ----

    Revenues:

    Operating revenues(1)                                           $26,116                                            $3,076                                        $46,735         $6,629
                                                                    -------                                            ------                                        -------         ------

    Total revenues                                                   26,116                                             3,076                                         46,735          6,629

    Operating costs and expenses(1):

    Cost of operations                                                1,928                                                73                                          4,953          2,389

    Cost of operations-SunPower, prior
     to IPO                                                               -                                               59                                              -           468

    Selling, general and administrative                               1,804                                             2,483                                          5,096          9,055

    Depreciation, amortization and
     accretion                                                        6,311                                             1,172                                         16,325          2,374

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

    Total operating costs and expenses                               10,642                                             3,787                                         28,635         14,286
                                                                     ------                                             -----                                         ------         ------

    Operating income (loss)                                          15,474                                             (711)                                        18,100        (7,657)

    Other expense (income):

    Interest expense                                                  3,199                                               201                                          9,123          1,646

    Interest income                                                   (296)                                            (228)                                         (909)       (1,223)

    Other expense (income)                                            (291)                                            3,443                                          (551)        12,695
                                                                       ----                                             -----                                           ----         ------

    Total other expense, net                                          2,612                                             3,416                                          7,663         13,118
                                                                      -----                                             -----                                          -----         ------

    Income (loss) before income taxes                                12,862                                           (4,127)                                        10,437       (20,775)

    Income tax provision                                            (5,063)                                            (701)                                      (15,281)         (707)

    Equity in earnings of unconsolidated
     investees                                                        8,075                                             6,115                                         13,504          6,115
                                                                      -----                                             -----                                         ------          -----

    Net income (loss)                                                15,874                                             1,287                                          8,660       (15,367)

    Less: Predecessor loss prior to IPO
     on June 24, 2015                                                     -                                          (3,441)                                             -      (20,095)
                                                                        ---                                           ------                                            ---       -------

        Net income subsequent to IPO                                 15,874                                             4,728                                          8,660          4,728

    Less: Net income (loss) attributable
     to noncontrolling interests and
     redeemable noncontrolling interests                              8,281                                             3,695                                       (14,263)         3,695
                                                                      -----                                             -----                                        -------          -----

    Net income attributable to 8point3
     Energy Partners LP  Class A shares                              $7,593                                            $1,033                                        $22,923         $1,033
                                                                     ======                                            ======                                        =======         ======

    Net income per Class A share:

    Basic                                                             $0.38                                             $0.05                                          $1.15          $0.05

    Diluted                                                           $0.38                                             $0.05                                          $1.15          $0.05

    Distributions per Class A share:                                  $0.23                         $                       -                                         $0.67   $          -

    Weighted average number of Class A
     shares:

    Basic                                                            20,015                                            20,002                                         20,011         20,002

    Diluted                                                          35,515                                            34,415                                         35,511         34,415


    (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 and
                  $3.9 million
                  for the
                  three and
                  nine months
                  ended August
                  31, 2016,
                  respectively,
                  and $1.0
                  million for
                  the three
                  and eight
                  months ended
                  August 31,
                  2015.
                  Related
                  party
                  transactions
                  recorded
                  within
                  "Operating
                  costs and
                  expenses" in
                  the
                  unaudited
                  condensed
                  consolidated
                  statement of
                  operations
                  were $1.9
                  million and
                  $5.0 million
                  for the
                  three and
                  nine months
                  ended August
                  31, 2016,
                  respectively,
                  and $0.4
                  million and
                  $0.8 million
                  for the
                  three and
                  eight months
                  ended August
                  31, 2015,
                  respectively.


                                                                                     8point3 Energy Partners LP

                                                                           Condensed Consolidated Statements of Cash Flows

                                                                                           (In thousands)

                                                                                             (Unaudited)


                                                                 Nine Months Ended                                         Eight Months Ended
                                                                 -----------------                                         ------------------

                                                                     August 31,                                                August 31,

                                                                              2016                                                        2015
                                                                              ----                                                        ----

    Cash flows from operating activities:

    Net income (loss)                                                                                              $8,660                       $(15,367)

    Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:

    Depreciation, amortization and accretion                                                                       16,325                           2,374

    Loss on cash flow hedges                                                                                            -                          3,242

    Unrealized loss (gain) on interest rate swap                                                                    (536)                            770

    Interest expense on financing obligation                                                                            -                          1,193

    Loss on termination of financing obligation                                                                         -                          6,478

    Reserve for rebates receivable                                                                                      -                          1,338

    Distributions from unconsolidated investees                                                                    15,130                               -

    Equity in earnings of unconsolidated investees                                                               (13,504)                        (6,115)

    Deferred income taxes                                                                                          15,281                             695

    Share-based compensation                                                                                          168                              56

    Amortization of debt issuance costs                                                                               442                               -

    Changes in allowance for doubtful accounts                                                                        270                               -

    Changes in operating assets and liabilities:

    Accounts receivable and financing receivable, net                                                             (4,290)                             99

    Cash grants receivable                                                                                              -                            146

    Rebates receivable                                                                                                  -                          (121)

    Solar power systems to be leased under sales type leases                                                            -                            160

    Prepaid and other current assets                                                                              (1,398)                        (4,232)

    Deferred revenue                                                                                                  467                             426

    Accounts payable and other current liabilities                                                                    806                           1,564
                                                                                                                      ---                           -----

    Net cash provided by (used in) operating activities                                                            37,821                         (7,294)
                                                                                                                   ------                          ------

    Cash flows from investing activities:

    Cash provided by (used in) purchases of property and
     equipment                                                                                                      1,415                       (225,225)

    Cash paid for acquisitions                                                                                  (124,326)                              -

    Distributions from unconsolidated investees                                                                       653                           4,672
                                                                                                                      ---                           -----

    Net cash used in investing activities                                                                       (122,258)                      (220,553)
                                                                                                                 --------                        --------

    Cash flows from financing activities:

    Proceeds from issuance of Class A shares, net of issuance
     costs                                                                                                          (201)                        393,750

    Proceeds from issuance of bank loans, net of issuance costs                                                    64,991                         461,192

    Repayment of bank loans                                                                                             -                      (264,143)

    Capital contributions from SunPower                                                                             9,973                         337,794

    Cash distribution to SunPower at IPO                                                                                -                      (371,527)

    Cash distribution to SunPower for the remaining purchase
     price payments of initial projects                                                                                 -                        (5,993)

    Cash distribution to First Solar at IPO                                                                             -                      (283,697)

    Capital distribution to SunPower                                                                                    -                        (3,162)

    Cash distribution to Class A members                                                                         (13,487)                              -

    Cash contributions from noncontrolling interests and
     redeemable noncontrolling interests -tax equity investors                                                        372                           7,031

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

    Net cash provided by financing activities                                                                      57,546                         271,245
                                                                                                                   ------                         -------

    Net increase (decrease) in cash and cash equivalents                                                         (26,891)                         43,398

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

    Cash and cash equivalents, end of period                                                                      $29,890                         $43,398
                                                                                                                  =======                         =======

    Noncash transactions:

    Assignment of financing receivables to a third-party
     financial institution                                                       $                                      -                         $1,279

    Property and equipment acquisitions funded by liabilities                                                      17,410                               -

    Predecessor liabilities assumed by SunPower                                                                         -                         48,588

    Issuance by OpCo of OpCo common units, subordinated units
     and IDR for acquisition of interests in First Solar Project
     Entities                                                                                                           -                        408,820

    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                                                        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 cash available for distribution.

Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) 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 (loss). 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 (loss) 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 (loss).

Cash Available for Distribution. We use cash available for distribution, 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 of indebtedness plus cash distributions from unconsolidated affiliates, test electricity generation and cash proceeds from sales-type residential leases. 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 cash available for distribution 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 distribution. In addition, cash available for distribution is used by our management team for determining future acquisitions and managing our growth. The U.S. GAAP measure most directly comparable to cash available for distribution is net income (loss).

However, cash available for distribution 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. Cash available for distribution is a non-U.S. GAAP measure and should not be considered an alternative to net income (loss) 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 cash available for distribution are not necessarily comparable to cash available for distribution as calculated by other companies. Investors should not rely on these measures as a substitute for any U.S. GAAP measure, including net income (loss).

The following tables present reconciliations of net income (loss) to Adjusted EBITDA and cash available for distribution for the three months ended August 31, 2016, May 31, 2016, and August 31, 2015, the nine months ended August 31, 2016, the eight months ended August 31, 2015, and for the three months ending and the twelve months ending November 30, 2016:






                                                                                                   8point3 Energy Partners LP

                                                                   Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD)

                                                                                                           (Unaudited)


                                                            Three Months Ended                                              Nine Months                             Eight Months
                                                                                                                               Ended                                    Ended
                                                                                                                               -----                                    -----

                                           August 31,                         May 31,                            August 31,                              August 31,              August 31,

    (in thousands)                               2016                              2016                                  2015                                     2016                     2015
                                                 ----                              ----                                  ----                                     ----                     ----

    Net income (loss)                                  $15,874                                           $(161)                                               $1,287                               $8,660   $(15,367)

    Add (Less):

    Interest expense, net of interest
     income                                              2,903                                            2,715                                                  (27)                               8,206         423

    Income tax provision                                 5,063                                            6,681                                                   701                               15,281         707

    Depreciation, amortization and
     accretion                                           6,311                                            5,388                                                 1,172                               16,325       2,374

    Share-based compensation                                56                                               56                                                    56                                  168          56

    Acquisition-related transaction costs
     (1)                                                  599                                              829                                                     -                               2,261           -

    Selling, general and administrative
     (2)                                                    -                                               -                                                  973                                    -      6,372

    Loss on cash flow hedges related to
     Quinto interest                                         -                                               -                                                2,673                                    -      5,448

    rate swaps

    Loss on termination of residential
     financing                                               -                                               -                                                    -                                   -      6,477

    obligations

    Unrealized gain on derivatives (3)                   (285)                                           (325)                                                  770                                (536)        770

    Add proportionate share from equity
     method

    investments (4)

    Interest expense, net of interest
     income                                               (54)                                            (53)                                                 (21)                               (149)       (21)

    Depreciation, amortization and
     accretion                                           2,397                                            2,234                                                 2,160                                7,683       2,160
                                                         -----                                            -----                                                 -----                                -----       -----

    Adjusted EBITDA                                    $32,864                                          $17,364                                                $9,744                              $57,899      $9,399

    Less:

    Equity in earnings of unconsolidated
     affiliates, net with (4) above (5)               (10,418)                                         (7,205)                                              (8,254)                            (21,038)    (8,254)

    Cash interest paid (6)                             (3,278)                                         (3,110)                                              (1,715)                             (9,176)    (1,715)

    Cash distributions to non-controlling
     interests                                         (2,826)                                           (420)                                                    -                             (3,730)          -

    Add:

    Cash distributions from unconsolidated
     affiliates (7)                                      7,018                                            2,633                                                 4,672                               16,075       4,672

    State and local rebates (8)                              -                                               -                                                    -                                 299           -

    Cash proceeds from sales-type
     residential leases (9)                                630                                              630                                                   744                                1,901       1,976

    Indemnity payment from Sponsors (10)                    64                                                -                                                    -                              10,037           -

    Test electricity generation (11)                         -                                             421                                                 1,556                                  421       1,556
                                                           ---                                             ---                                                 -----                                  ---       -----

    Cash available for distribution                    $24,054                                          $10,313                                                $6,747                              $52,688      $7,634
                                                       =======                                          =======                                                ======                              =======      ======


    (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
                        allocation of
                        the
                        Predecessor's
                        corporate
                        overhead in
                        selling, general
                        and
                        administrative
                        expenses.

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

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

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

    (6)                 Represents cash
                        interest
                        payments related
                        to our term loan
                        and revolving
                        credit
                        facilities post-
                        IPO. The
                        interest
                        payments for the
                        Quinto Credit
                        Facility on the
                        Predecessor's
                        combined carve-
                        out financial
                        statements were
                        excluded as they
                        were funded by
                        one of our
                        Sponsors.

    (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 and the
                        Lost Hills
                        Blackwell
                        Project.

    (8)                 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.

    (9)                 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 (loss)
                        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.

    (10)                Represents
                        indemnity
                        payments from
                        Sponsors owed to
                        OpCo in
                        accordance with
                        the Amended and
                        Restated Omnibus
                        Agreement.

    (11)                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.




                                                                                             8point3 Energy Partners LP

                                                                                                 FY 2016 Q4 Guidance

                                                             Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD)


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

    Net loss                                                                                                                                        $(1.0)      $     -

    Add (Less):

    Interest expense, net of interest income                                                                                                           4.0           4.0

    Income tax provision                                                                                                                               1.5           1.5

    Depreciation, amortization and accretion                                                                                                           7.0           7.0

    Acquisition-related transaction costs                                                                                                              1.5           1.5

    Add proportionate share from equity method investments (1):

    Depreciation, amortization and accretion                                                                                                           4.0           4.0
                                                                                                                                                       ---           ---

    Adjusted EBITDA                                                                                                                                  $17.0         $18.0
                                                                                                                                                     -----         -----

    Less:

    Equity in earnings of unconsolidated affiliates, net with (1)                                                                                    (8.0)        (8.0)

    Cash interest paid                                                                                                                               (4.0)        (4.0)

    Cash distributions to non-controlling interests                                                                                                  (2.5)        (2.5)

    Add:

    Cash distributions from unconsolidated affiliates (2)                                                                                             12.5          13.0

    Cash proceeds from sales-type residential leases                                                                                                   0.5           0.5

    Network upgrade refund                                                                                                                             6.5           7.0
                                                                                                                                                       ---           ---

    Cash available for distribution                                                                                                                  $22.0         $24.0
                                                                                                                                                     =====         =====


    (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.

    (2)              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 and
                     the Lost Hills
                     Blackwell
                     Project. Cash
                     distributions
                     from
                     unconsolidated
                     affiliates
                     includes
                     approximately
                     $2.5 million
                     in network
                     upgrade
                     reimbursements
                     currently
                     expected to be
                     received in
                     the fourth
                     quarter of
                     2016.




                                                                                       8point3 Energy Partners LP

                                                                                            FY 2016 Guidance

                                                       Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD)


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

    Net income                                                                                                                                     $7.7         $8.7

    Add (Less):

    Interest expense, net of interest income                                                                                                       12.2         12.2

    Income tax provision                                                                                                                           16.8         16.8

    Depreciation, amortization and accretion                                                                                                       23.3         23.3

    Share-based compensation                                                                                                                        0.2          0.2

    Acquisition-related transaction costs                                                                                                           3.8          3.8

    Unrealized gain on derivatives                                                                                                                (0.5)       (0.5)

    Add proportionate share from equity method investments (1):

    Depreciation, amortization and accretion                                                                                                       11.5         11.5
                                                                                                                                                   ----         ----

    Adjusted EBITDA                                                                                                                               $75.0        $76.0
                                                                                                                                                  -----        -----

    Less:

    Equity in earnings of unconsolidated affiliates, net with (1)                                                                                (29.0)      (29.0)

    Cash interest paid                                                                                                                           (13.2)      (13.2)

    Cash distributions to non-controlling interests                                                                                               (6.2)       (6.2)

    Add:

    Cash distributions from unconsolidated affiliates (2)                                                                                          28.6         29.1

    State and local rebates                                                                                                                         0.3          0.3

    Cash proceeds from sales-type residential leases                                                                                                2.4          2.4

    Indemnity payments from SunPower                                                                                                               10.0         10.0

    Test electricity generation                                                                                                                     0.4          0.4

    Network upgrade refund                                                                                                                          6.5          7.0
                                                                                                                                                    ---          ---

    Cash available for distribution                                                                                                               $74.8        $76.8
                                                                                                                                                  =====        =====


    (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.

    (2)              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 and
                     the Lost Hills
                     Blackwell
                     Project. Cash
                     distributions
                     from
                     unconsolidated
                     affiliates
                     includes
                     approximately
                     $2.5 million
                     in network
                     upgrade
                     reimbursements
                     currently
                     expected to be
                     received in
                     the fourth
                     quarter of
                     2016.

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SOURCE 8point3 Energy Partners LP