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SEC Filings

10-Q
TERRAFORM GLOBAL, INC. filed this Form 10-Q on 11/08/2017
Entire Document
 

As of September 30, 2017, the following shares of the Company were outstanding:
Class:
Number Outstanding
 
Holders
Class A common stock
111,849,859

 
*
Class B common stock
61,343,054

 
SunEdison
Class B1 common stock

 
Not Applicable
Preferred stock

 
Not Applicable
Total shares outstanding
173,192,913

 

* Common stockholders are comprised of: public stockholders (including Brookfield, Vincent C. Smith, Knighthead Capital Management, LLC and Gardner Lewis Asset Management, L.P.), SunEdison, executive officers, management and employees.
Treasury Stock
As of September 30, 2017, the Company owned 1,319,164 treasury shares of Class A common stock. All of these treasury shares were acquired in exchange for the settlement of future tax obligations related to stock-based compensation arrangements, or as a result of the release of shares from escrow to the Company pursuant to the Renova Settlement Agreement.
Dividends
On February 29, 2016, the Company declared a quarterly dividend for the fourth quarter of 2015 on the Company's Class A common stock of $0.275 per share. The dividend was paid on March 17, 2016 to stockholders of record as of March 10, 2016. The Company has not declared or paid a dividend since March 17, 2016. Under the Merger Agreement, the Company is restricted from declaring or paying dividends prior to the consummation of the Brookfield Transaction.
Equity Reallocation
Equity reallocation of $0.8 million as of September 30, 2017 was due to an adjustment of capital balances to reflect respective equity ownership percentages as of each balance sheet date.

12. STOCK-BASED COMPENSATION
The TerraForm Global, Inc. 2014 Long-Term Incentive Plan (the “Incentive Plan”) provides for the award of incentive and non-qualified stock options, stock appreciation rights, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) to employees and non-employee directors, including employees and non-employee directors of SunEdison and its affiliates. The maximum contractual term of an award is 10 years from the date of grant. Shares issued under the plan may be authorized and unissued shares or treasury shares. As of September 30, 2017, the Company had authorized 17,884,910 shares for awards under the Incentive Plan and 9,425,274 shares remain available for future grant under this plan.
Stock-based compensation expense is recorded as a component of general and administrative expense in the Company’s unaudited condensed consolidated statements of operations and totaled $0.8 million and $2.5 million for the three and nine months ended September 30, 2017, respectively, compared to $0.6 million and $2.6 million for the same periods in 2016.
Employee benefit related costs, including stock-based compensation costs related to equity awards in the stock of SunEdison, Inc. and its consolidated subsidiaries, of SunEdison employees who provide services to the Company are allocated to the Company based on the relative percentage of their time that the employee spends providing service to the Company. The amount of stock-based compensation expense related to equity awards in the stock of SunEdison and its consolidated subsidiaries which has been allocated to the Company was $0.5 million and $1.3 million for the three and nine months ended September 30, 2017, respectively, and is reflected in the unaudited condensed consolidated statements of operations within general and administrative costs and has been treated as an equity contribution from SunEdison on the unaudited condensed consolidated statements of stockholders' equity. Similarly, stock-based compensation costs related to equity awards to SunEdison employees in the Company’s stock are allocated to SunEdison based on the relative percentage of their time that the employee spends providing service to SunEdison. The amount of stock-based compensation expense related to equity awards in the Company's stock which has been allocated to SunEdison was $0.4 million and $1.2 million for the three and nine months ended September 30, 2017, respectively, and is recognized as a distribution to SunEdison on the unaudited condensed consolidated statements of stockholders' equity with no impact to the Company’s unaudited condensed consolidated statements of operations.

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