Exhibit 99.1
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
Consolidated Financial Statements (unaudited)
For the Three and Nine Months Ended September 30, 2016 and 2015
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions of U.S. dollars)
(unaudited)
| | September 30, | | December 31, | |
| | 2016 | | 2015 | |
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | | $ | 21.2 | | $ | 60.3 | |
Restricted cash | | 6.4 | | 10.4 | |
Accounts receivable | | 75.4 | | 130.6 | |
Current portion of derivative instruments asset | | 1.6 | | — | |
Inventory | | 14.4 | | 15.2 | |
Prepayments and other current assets | | 16.5 | | 12.8 | |
Total current assets | | 135.5 | | 229.3 | |
| | | | | |
Property, plant, and equipment, net | | 628.4 | | 650.9 | |
Equity investment in unconsolidated affiliates | | 277.6 | | 286.2 | |
Power purchase agreements and intangible assets, net | | 273.0 | | 308.9 | |
Goodwill | | 37.6 | | 134.5 | |
Derivative instruments asset | | 1.3 | | 0.3 | |
Other assets | | 5.3 | | 8.0 | |
Total assets | | $ | 1,358.7 | | $ | 1,618.1 | |
| | | | | |
Liabilities | | | | | |
Current liabilities: | | | | | |
Accounts payable | | $ | 3.2 | | $ | 6.0 | |
Related party payables | | 28.5 | | 101.1 | |
Accrued interest | | 8.8 | | 0.3 | |
Other accrued liabilities | | 20.7 | | 22.2 | |
Current portion of long-term debt | | 99.2 | | 13.4 | |
Current portion of derivative instruments liability | | 13.4 | | 35.1 | |
Other current liabilities | | 4.1 | | 2.5 | |
Total current liabilities | | 177.9 | | 180.6 | |
| | | | | |
Long-term debt, net of unamortized discount and deferred financing costs | | 726.0 | | 629.5 | |
Derivative instruments liability | | 17.4 | | 12.9 | |
Deferred income taxes | | 69.8 | | 85.8 | |
Power purchase and fuel supply agreement liabilities, net | | 26.2 | | 27.0 | |
Other long-term liabilities | | 51.7 | | 280.2 | |
Total liabilities | | 1,069.0 | | 1,216.0 | |
Commitments and contingencies | | | | | |
| | | | | |
Equity | | | | | |
Partners’ capital | | 1,184.9 | | 1,144.3 | |
Accumulated other comprehensive loss | | (140.1 | ) | (137.5 | ) |
Retained deficit | | (976.4 | ) | (826.0 | ) |
Total APLP Holdings Limited Partnership equity | | 68.4 | | 180.8 | |
Preferred shares issued by a subsidiary company | | 221.3 | | 221.3 | |
Total equity | | 289.7 | | 402.1 | |
Total liabilities and equity | | $ | 1,358.7 | | $ | 1,618.1 | |
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions of U.S. dollars)
(unaudited)
| | Three months ended September 30, | | Nine months ended September 30, | |
| | 2016 | | 2015 | | 2016 | | 2015 | |
Project revenue: | | | | | | | | | |
Energy sales | | $ | 37.5 | | $ | 40.4 | | $ | 129.7 | | $ | 136.1 | |
Energy capacity revenue | | 36.1 | | 38.0 | | 97.0 | | 101.5 | |
Other | | 16.5 | | 18.1 | | 54.2 | | 59.4 | |
| | 90.1 | | 96.5 | | 280.9 | | 297.0 | |
Project expenses: | | | | | | | | | |
Fuel | | 33.5 | | 37.9 | | 101.1 | | 115.9 | |
Operations and maintenance | | 25.9 | | 22.1 | | 70.7 | | 71.7 | |
Depreciation and amortization | | 23.4 | | 25.8 | | 70.0 | | 78.1 | |
| | 82.8 | | 85.8 | | 241.8 | | 265.7 | |
Project other income (expense): | | | | | | | | | |
Change in fair value of derivative instruments | | 8.2 | | 5.4 | | 22.4 | | 11.2 | |
Equity in earnings of unconsolidated affiliates | | 9.6 | | 8.9 | | 27.9 | | 28.3 | |
Interest expense, net | | (0.6 | ) | (0.7 | ) | (2.0 | ) | (2.3 | ) |
Other (expense) income | | (84.2 | ) | (0.1 | ) | (84.4 | ) | 2.2 | |
| | (67.0 | ) | 13.5 | | (36.1 | ) | 39.4 | |
Project (expense) income | | (59.7 | ) | 24.2 | | 3.0 | | 70.7 | |
| | | | | | | | | |
Administrative and other expenses (income): | | | | | | | | | |
Administration | | 1.3 | | 1.7 | | 2.1 | | 3.7 | |
Interest, net | | 16.2 | | 20.1 | | 83.2 | | 61.1 | |
Foreign exchange (gain) loss | | (2.5 | ) | (9.6 | ) | 7.1 | | (21.8 | ) |
Other income, net | | 3.5 | | — | | 10.8 | | — | |
| | 18.5 | | 12.2 | | 103.2 | | 43.0 | |
(Loss) income from continuing operations before income taxes | | (78.2 | ) | 12.0 | | (100.2 | ) | 27.7 | |
Income tax expense (benefit) | | 2.6 | | 1.7 | | (13.2 | ) | (0.1 | ) |
Net (loss) income from continuing operations | | (80.8 | ) | 10.3 | | (87.0 | ) | 27.8 | |
Net income from discontinued operations | | — | | — | | — | | 19.3 | |
Net (loss) income | | (80.8 | ) | 10.3 | | (87.0 | ) | 47.1 | |
Net loss attributable to noncontrolling interests | | — | | — | | — | | (11.0 | ) |
Net income attributable to preferred shares of a subsidiary company | | 2.1 | | 2.1 | | 6.4 | | 6.7 | |
Net (loss) income attributable to APLP Holdings Limited Partnership | | $ | (82.9 | ) | $ | 8.2 | | $ | (93.4 | ) | $ | 51.4 | |
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions of U.S. dollars)
(unaudited)
| | September | |
| | 2016 | | 2015 | |
Cash flows from operating activities: | | | | | |
Net (loss) income | | $ | (87.0 | ) | $ | 47.1 | |
Adjustments to reconcile to net cash provided by operating activities: | | | | | |
Depreciation and amortization | | 70.0 | | 88.6 | |
Gain on sale of discontinued operation | | — | | (47.9 | ) |
Loss on sale of assets | | 0.2 | | — | |
Stock-based compensation expense | | 1.4 | | 2.0 | |
Long-lived asset and goodwill impairment charges | | 84.8 | | — | |
Distributions from unconsolidated affiliates | | 36.5 | | 40.0 | |
Equity in earnings from unconsolidated affiliate | | (27.9 | ) | (28.1 | ) |
Unrealized foreign exchange loss (gain) | | 7.3 | | (22.4 | ) |
Change in fair value of derivative instruments | | (22.4 | ) | (10.6 | ) |
Change in deferred income taxes | | (15.8 | ) | 23.6 | |
Change in other operating balances | | | | | |
Accounts receivable | | 11.1 | | (14.6 | ) |
Inventory | | 0.9 | | 1.8 | |
Prepayments, supplies and other assets | | 35.0 | | 6.1 | |
Accounts payable | | (26.9 | ) | (5.9 | ) |
Accruals and other liabilities | | 8.5 | | 2.6 | |
Cash flows provided by operating activities | | 75.7 | | 82.3 | |
| | | | | |
Cash flows provided by investing activities: | | | | | |
Proceeds from asset sales | | — | | 326.3 | |
Contribution to equity investment | | — | | (0.6 | ) |
Change in restricted cash | | 4.0 | | 10.4 | |
Capitalized development costs | | — | | (1.0 | ) |
Reimbursement of costs for third party construction project | | 4.7 | | — | |
Purchase of property, plant and equipment | | (6.5 | ) | (9.4 | ) |
Cash flows provided by investing activities | | 2.2 | | 325.7 | |
| | | | | |
Cash flows used in financing activities: | | | | | |
Dividends paid to Parent | | (247.2 | ) | (358.5 | ) |
Dividends paid to noncontroling interests | | — | | (3.5 | ) |
Dividends paid on preferred shares of a subsidiary company | | (6.4 | ) | (6.7 | ) |
Proceeds from senior secured term loan facility, net of discount | | 682.9 | | — | |
Repayment of corporate and project-level debt | | (530.1 | ) | (64.5 | ) |
Deferred financing costs | | (16.2 | ) | — | |
Cash flows used in financing activities | | (117.0 | ) | (433.2 | ) |
| | | | | |
Net decrease in cash and cash equivalents | | (39.1 | ) | (25.2 | ) |
Cash and cash equivalents at beginning of period at discountinued operations | | — | | 3.9 | |
Cash and cash equivalents at beginning of period | | 60.3 | | 97.7 | |
Cash and cash equivalents at end of period | | $ | 21.2 | | $ | 76.4 | |
| | | | | |
Supplemental cash flow information | | | | | |
Interest paid | | $ | 31.3 | | $ | 28.5 | |
Taxes paid | | $ | 2.8 | | $ | 4.5 | |
Accruals for construction | | $ | 0.4 | | 1.2 | |