SAN JOSE, Calif., June 29, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) today announced financial results for its second fiscal quarter ended May 31, 2017.

    --  Exceeded Q2 2017 revenue, net income, Adjusted EBITDA and CAFD guidance
    --  Sponsors' strategic review of Partnership interests continuing
    --  Declared Q2 2017 distribution of $0.2642 per share, an increase of 3.0
        percent over the Q1 2017 distribution
    --  Forecasts Q3 2017 distribution of $0.2721 per share, an increase of 3.0
        percent compared to the Q2 2017 distribution
    --  Partnership reiterates fiscal year 2017 financial guidance and
        distribution growth of 12 percent

For the second quarter of fiscal 2017, 8point3 Energy Partners reported revenue of $16.7 million, net income of $7.1 million, Adjusted EBITDA of $28.5 million and cash available for distribution (CAFD) of $18.8 million.

"We were pleased with our performance as we exceeded our key financial metrics for the second quarter in addition to raising our quarterly distribution by 3 percent," said Chuck Boynton, 8point3 Energy Partners' CEO. "Our portfolio, which consisted of interests in 945 megawatts (MW) of U.S. solar generating assets at the end of the second quarter, continues to perform well and is expected to generate annual CAFD of approximately $100 million in 2017."

Additionally, during the quarter, the Board of Directors of the Partnership's general partner waived the negotiating period related to the offering of First Solar's 280-MW California Flats and 40-MW Cuyama Right of First Offer (ROFO) projects. As a result of this waiver, First Solar has the right to offer and sell these projects 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 $0.2642 per share for the second quarter. The second quarter distribution will be paid on July 14, 2017 to shareholders of record as of July 6, 2017.

"Our solid second quarter results reflect the continued stable performance of our asset portfolio," said Bryan Schumaker, 8point3 Energy Partners' chief financial officer. "Given our predictable cash flows, we remain committed to reducing the Partnership's leverage while 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 second quarter.

Guidance
The Partnership's third quarter 2017 guidance is as follows: revenue of $25.0 million to $26.0 million, net income of $21.0 million to $24.0 million, Adjusted EBITDA of $44.0 million to $47.5 million, CAFD of $28.0 million to $30.0 million and a distribution of $0.2721 per share, a forecasted increase of 3.0 percent compared to the Q2 2017 distribution.

The Partnership's fiscal year 2017 guidance remains unchanged: revenue of $63.3 million to $66.7 million, net income of $27.0 million to $32.6 million, Adjusted EBITDA of $106.5 million to $113.1 million and CAFD of $91.5 million to $101.0 million. The Partnership also expects a 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, 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, June 29, 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 February 28, 2017, filed with the Securities and Exchange Commission on April 5, 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 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)


                                                May 31, 2017              November 30, 2016
                                                ------------              -----------------

    Assets

    Current assets:

    Cash and cash equivalents                                     $10,633                      $14,261

    Accounts receivable and short-
     term financing receivables,
     net                                               8,591                          5,401

    Prepaid and other current
     assets(1)                                         9,574                         15,745
                                                       -----                         ------

    Total current assets                              28,798                         35,407

    Property and equipment, net                      719,372                        720,132

    Long-term financing
     receivables, net                                 78,455                         80,014

    Investments in unconsolidated
     affiliates                                      785,832                        475,078

    Other long-term assets                            23,778                         24,432
                                                      ------                         ------

    Total assets                                               $1,636,235                   $1,335,063
                                                               ==========                   ==========

    Liabilities and Equity

    Current liabilities:

    Accounts payable and other
     current liabilities(1)                                        $9,251                      $23,771

    Short-term debt and financing
     obligations(1)                                    2,209                          1,964

    Deferred revenue, current
     portion                                             941                            870
                                                         ---                            ---

    Total current liabilities                         12,401                         26,605

    Long-term debt and financing
     obligations(1)                                  716,723                        384,436

    Deferred revenue, net of
     current portion                                     172                            308

    Deferred tax liabilities                          33,579                         30,733

    Asset retirement obligations                      14,319                         13,448

    Other long-term liabilities                        1,692                              -
                                                       -----                            ---

    Total liabilities                                778,886                        455,530
                                                     -------                        -------

    Redeemable noncontrolling
     interests                                        17,346                         17,624

    Equity:

    Class A shares, 28,081,032 and
     28,072,680 issued and
     outstanding as of May 31, 2017
     and November 30, 2016,
     respectively                                    249,250                        249,138

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

    Accumulated earnings                              12,494                         22,440
                                                      ------                         ------

    Total shareholders' equity
     attributable to 8point3 Energy
     Partners LP                                     261,744                        271,578

    Noncontrolling interests                         578,259                        590,331
                                                     -------                        -------

    Total equity                                     840,003                        861,909
                                                     -------                        -------

    Total liabilities and equity                               $1,636,235                   $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 May 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 $6.3 million
                  and $19.7 million due to Sponsors
                  as of May 31, 2017 and November
                  30, 2016, respectively, and $0.8
                  million and $1.0 million due to
                  tax equity investors as of May
                  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 May 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                                      Six Months Ended
                                                ------------------                                     ----------------

                                               May 31, 2017                      May 31, 2016                                      May 31, 2017       May 31, 2016
                                               ------------                      ------------                                      ------------       ------------

    Revenues:

    Operating revenues(1)                                              $16,678                                                     $13,517                     $26,575         $20,619
                                                                       -------                                                     -------                     -------         -------

      Total revenues                                            16,678                  13,517                                               26,575            20,619

    Operating costs and expenses(1):

    Cost of operations                                           2,110                   1,759                                                4,332             3,025

    Selling, general and
     administrative                                              1,942                   1,656                                                3,844             3,292

    Depreciation and
     accretion                                                   6,892                   5,388                                               13,655            10,014

    Acquisition-related
     transaction costs                                              18                     829                                                   31             1,662
                                                                   ---                     ---                                                  ---             -----

    Total operating costs
     and expenses                                               10,962                   9,632                                               21,862            17,993
                                                                ------                   -----                                               ------            ------

    Operating income                                             5,716                   3,885                                                4,713             2,626

    Other expense (income):

    Interest expense                                             5,874                   3,051                                               11,369             5,924

    Interest income                                              (294)                  (328)                                                (565)            (613)

    Other expense (income)                                          37                   (334)                                                (797)            (260)
                                                                   ---                    ----                                                 ----              ----

    Total other expense, net                                     5,617                   2,389                                               10,007             5,051

    Income (loss) before
     income taxes and equity
     in earnings of
     unconsolidated
     investees                                                      99                   1,496                                               (5,294)          (2,425)

    Income tax provision                                       (2,315)                (6,681)                                              (2,848)         (10,218)

    Equity in earnings of
     unconsolidated
     investees                                                   9,359                   5,024                                                9,965             5,429
                                                                 -----                   -----                                                -----             -----

    Net income (loss)                                            7,143                   (161)                                               1,823           (7,214)

    Less: Net income (loss)
     attributable to
     noncontrolling
     interests and
     redeemable
     noncontrolling
     interests                                                   3,757                (10,183)                                              (2,424)         (22,544)
                                                                 -----                 -------                                               ------           -------

    Net income attributable
     to 8point3 Energy
     Partners LP Class A
     shares                                                      3,386                                                     $10,022              4,247                  $15,330
                                                                 =====                                                     =======              =====                  =======

    Net income per Class A share:

    Basic                                                                $0.12                                                       $0.50                       $0.15           $0.77

    Diluted                                                              $0.12                                                       $0.50                       $0.15           $0.77

    Distributions per Class
     A share:                                                            $0.26                                                       $0.22                       $0.51           $0.44

    Weighted average number of Class A shares:

    Basic                                                       28,077                  20,011                                               28,075            20,009

    Diluted                                                     43,577                  35,511                                               43,575            35,509



    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 May 31, 2017 and May 31,
                  2016, and $2.6 million for each
                  of the six months ended May 31,
                  2017 and May 31, 2016. Related
                  party transactions recorded
                  within "Operating costs and
                  expenses" in the unaudited
                  condensed consolidated
                  statement of operations were
                  $2.2 million and $1.7 million
                  for the three months ended May
                  31, 2017 and May 31, 2016,
                  respectively, and $4.2 million
                  and $3.1 million for the six
                  months ended May 31, 2017 and
                  May 31, 2016, respectively.


                                                   8point3 Energy Partners LP

                                        Condensed Consolidated Statements of Cash Flows

                                                         (In thousands)

                                                          (Unaudited)


                                                                    Six Months Ended

                                                           May 31, 2017              May 31, 2016
                                                           ------------              ------------

    Cash flows from operating
     activities:

    Net income (loss)                                                       $1,823                             $(7,214)

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

    Depreciation, amortization and
     accretion                                                   13,871                               10,014

    Unrealized gain on interest rate
     swap                                                         (633)                               (251)

    Distributions from unconsolidated
     investees                                                    9,965                                7,718

    Equity in earnings of unconsolidated
     investees                                                  (9,965)                             (5,429)

    Deferred income taxes                                         2,846                               10,218

    Share-based compensation                                        112                                  112

    Amortization of debt issuance costs                             487                                  306

    Other, net                                                     (62)                                 166

    Changes in operating assets and
     liabilities:

    Accounts receivable and financing
     receivable, net                                            (1,559)                             (2,432)

    Prepaid and other assets                                      7,104                                (464)

    Deferred revenue                                               (59)                                (68)

    Accounts payable and other
     liabilities                                                  1,050                                  951
                                                                  -----                                  ---

    Net cash provided by operating
     activities                                                  24,980                               13,627
                                                                 ------                               ------

    Cash flows from investing
     activities:

    Cash provided by (used in) purchases
     of property and equipment, net                               (114)                               1,143

    Cash paid for acquisitions                                (304,465)                           (117,974)

    Distributions from unconsolidated
     investees                                                   19,333                                1,193
                                                                 ------                                -----

    Net cash used in investing
     activities                                               (285,246)                           (115,638)
                                                               --------                             --------

    Cash flows from financing
     activities:

    Proceeds from issuance of bank
     loans, net of issuance costs                               283,987                               64,991

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

    Capital contributions from SunPower                               -                               9,973

    Cash distribution to Class A
     shareholders                                              (14,193)                             (8,835)

    Cash distributions to Sponsors as
     OpCo unit holders                                         (25,781)                                   -

    Cash contributions from
     noncontrolling interests and
     redeemable noncontrolling interests
     -tax equity investors                                       18,750                                  372

    Cash distributions to noncontrolling
     interests and redeemable
     noncontrolling interests -tax
     equity investors                                           (4,161)                             (1,276)
                                                                 ------                               ------

    Net cash provided by financing
     activities                                                 256,638                               65,225
                                                                -------                               ------

    Net decrease in cash and cash
     equivalents                                                (3,628)                            (36,786)

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

    Cash and cash equivalents, end of
     period                                                                $10,633                              $19,995
                                                                           =======                              =======

    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                                        4,287                                3,435

    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                                          785                                1,616

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, indemnity payments and working capital loans 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 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 distributions. 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 table presents a reconciliation of net income (loss) to Adjusted EBITDA and cash available for distribution for the three months ended May 31, 2017, February 28, 2017, and May 31, 2016, respectively, and six months ended May 31, 2017 and May 31, 2016, respectively:



                                                                                                8point3 Energy Partners LP

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

                                                                                                       (Unaudited)


                                                                Three Months Ended                                             Six Months Ended
                                                                ------------------                                             ----------------

    (in thousands)                                         May 31,                  February 28,                                 May 31,                   May 31,                May 31,
                                                                  2017                       2017                                      2016                          2017                 2016
                                                                  ----                       ----                                      ----                          ----                 ----

    Net income (loss)                                                      $7,143                                                 $(5,320)                                $(161)               $1,823   $(7,214)

    Add (Less):

    Interest expense, net of interest income                     5,580                      5,224                                     2,715                        10,804                5,303

    Income tax provision                                         2,315                        533                                     6,681                         2,848               10,218

    Depreciation, amortization and accretion                     7,000                      6,871                                     5,388                        13,871               10,014

    Share-based compensation                                        56                         56                                        56                           112                  112

    Acquisition-related transaction costs (1)                       18                         13                                       829                            31                1,662

    Unrealized gain (loss) on derivatives
     (2)                                                           37                      (670)                                    (325)                        (633)               (251)

    Add proportionate share from equity method investments
     (3)

    Interest expense, net of interest income                       169                        130                                      (53)                          299                 (95)

    Depreciation, amortization and accretion                     6,224                      6,224                                     2,234                        12,448                5,286
                                                                 -----                      -----                                     -----                        ------                -----

    Adjusted EBITDA                                                       $28,542                                                  $13,061                                $17,364               $41,603    $25,035

    Less:

      Equity in earnings of unconsolidated
       affiliates,                                            (15,752)                   (6,960)                                  (7,205)                     (22,712)            (10,620)
      net with (3) above (4)

      Cash interest paid (5)                                   (5,666)                   (4,761)                                  (3,110)                     (10,427)             (5,898)

      Cash distributions to non-controlling
       interests                                               (2,276)                   (1,885)                                    (420)                      (4,161)               (904)

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

    Add:

    Cash distributions from unconsolidated
     affiliates (7)                                             11,587                     17,711                                     2,633                        29,298                9,057

    Indemnity payment from Sponsors (8)                             27                         65                                         -                           92                9,973

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

    Cash proceeds from sales-type
     residential leases (10)                                       695                        671                                       630                         1,366                1,271

    Test electricity generation (11)                                22                         10                                       421                            32                  421

    Cash proceeds for reimbursable network
     upgrade costs (12)                                          1,630                      6,123                                         -                        7,753                    -
                                                                 -----                      -----                                       ---                        -----                  ---

    Cash available for distribution                                       $18,809                                                  $22,071                                $10,313               $40,880    $28,634
                                                                          =======                                                  =======                                =======               =======    =======



    (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 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 a working capital
                        loan from 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 (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.

    (11)                For three and six months ended May 31,
                        2017, test electricity generation
                        represents the sale of electricity that
                        was generated prior to COD by Macy's
                        Maryland Project. For the three and six
                        months ended May 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 Q3 Guidance

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


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

    Net income                                                  21.0                            24.0

    Add (Less):

    Interest expense, net of interest
     income                                                      6.3                             6.3

    Income tax provision                                         3.0                             3.5

    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                                                     $44.0                             $47.5
                                                                        -----                             -----

    Less:

    Equity in earnings of
     unconsolidated affiliates, net
     with (1)                                                 (25.6)                         (27.1)

    Cash interest paid                                         (6.3)                          (6.3)

    Cash distributions to non-
     controlling interests                                     (2.6)                          (2.6)

    Add:

    Cash distributions from
     unconsolidated affiliates                                  17.7                            17.7

    Network upgrade refund                                       0.1                             0.1

    Cash proceeds from sales-type
     residential leases                                          0.7                             0.7

    Estimated cash available for
     distribution                                                       $28.0                             $30.0
                                                                        =====                             =====



    (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 Cash Available for Distribution (CAFD)


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

    Net income                                                           $27.0                              $32.6

    Add (Less):

    Interest expense, net of interest
     income                                                     24.3                             24.3

    Income tax provision                                         3.4                              4.4

    Depreciation, amortization and
     accretion                                                  26.3                             26.3

    Share-based compensation                                     0.2                              0.2

    Add proportionate share from equity
     method investments (1):

    Depreciation, amortization and
     accretion                                                  25.3                             25.3

    Adjusted EBITDA                                                     $106.5                             $113.1

    Less:

    Equity in earnings of
     unconsolidated affiliates, net
     with (1)                                                 (60.4)                          (63.5)

    Cash interest paid                                        (24.3)                          (24.3)

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

    Add:

    Cash distributions from
     unconsolidated affiliates                                  65.1                             71.1

    Network upgrade refund                                      13.2                             13.2

    Cash proceeds from sales-type
     residential leases                                          2.6                              2.6

    Repayment of working capital loan                          (2.0)                           (2.0)

    Estimated cash available for
     distribution                                                        $91.5                             $101.0
                                                                         =====                             ======



    (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