Exhibit 99.1
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
Consolidated Financial Statements (unaudited)
For the three and six months ended June 30, 2019 and 2018
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions of U.S. dollars)
(unaudited)
| | June 30, | | December 31, |
| | 2019 | | 2018 |
Assets | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 25.8 | | $ | 22.4 |
Restricted cash | | | 1.4 | | | 2.1 |
Accounts receivable - trade, unbilled and other | | | 29.3 | | | 35.5 |
Accounts receivable - related party | | | 35.0 | | | 33.6 |
Current portion of derivative instruments asset | | | 0.3 | | | 4.2 |
Inventory | | | 15.7 | | | 15.8 |
Prepayments and other current assets | | | 6.9 | | | 6.7 |
Total current assets | | | 114.4 | | | 120.3 |
| | | | | | |
Property, plant, and equipment, net | | | 538.4 | | | 550.5 |
Equity investment in unconsolidated affiliates | | | 137.6 | | | 140.9 |
Power purchase agreements and intangible assets, net | | | 156.4 | | | 170.1 |
Goodwill | | | 21.4 | | | 21.4 |
Derivative instruments asset | | | — | | | 0.3 |
Other assets | | | 5.8 | | | 5.8 |
Total assets | | $ | 974.0 | | $ | 1,009.3 |
| | | | | | |
Liabilities | | | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | 1.8 | | $ | 2.1 |
Related party payables | | | 28.6 | | | 20.8 |
Accrued interest | | | 0.2 | | | 0.2 |
Other accrued liabilities | | | 12.7 | | | 14.9 |
Current portion of long-term debt | | | 113.1 | | | 68.1 |
Current portion of derivative instruments liability | | | 6.8 | | | 3.3 |
Other current liabilities | | | 0.7 | | | 0.1 |
Total current liabilities | | | 163.9 | | | 109.5 |
| | | | | | |
Long-term debt, net of unamortized discount and deferred financing costs | | | 471.1 | | | 540.7 |
Derivative instruments liability | | | 18.2 | | | 15.5 |
Deferred income taxes | | | 8.4 | | | 9.4 |
Power purchase and fuel supply agreement liabilities, net | | | 20.7 | | | 21.2 |
Other long-term liabilities | | | 53.9 | | | 51.0 |
Total liabilities | | | 736.2 | | | 747.3 |
Commitments and contingencies | | | | | | |
| | | | | | |
Equity | | | | | | |
Partners’ capital | | | 1,128.5 | | | 1,128.5 |
Accumulated other comprehensive loss | | | (140.1) | | | (144.4) |
Retained deficit | | | (933.6) | | | (921.4) |
Total APLP Holdings Limited Partnership equity | | | 54.8 | | | 62.7 |
Preferred shares issued by a subsidiary company | | | 183.0 | | | 199.3 |
Total equity | | | 237.8 | | | 262.0 |
Total liabilities and equity | | $ | 974.0 | | $ | 1,009.3 |
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions of U.S. dollars)
(unaudited)
| | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2019 | | 2018 | | 2019 | | 2018 |
Project revenue: | | | | | | | | | | | | |
Energy sales | | $ | 36.5 | | $ | 31.4 | | $ | 73.5 | | $ | 69.8 |
Energy capacity revenue | | | 31.6 | | | 23.3 | | | 61.8 | | | 43.3 |
Other | | | 3.2 | | | 11.5 | | | 9.0 | | | 33.0 |
| | | 71.3 | | | 66.2 | | | 144.3 | | | 146.1 |
Project expenses: | | | | | | | | | | | | |
Fuel | | | 15.8 | | | 15.0 | | | 35.7 | | | 37.2 |
Operations and maintenance | | | 18.7 | | | 27.3 | | | 35.0 | | | 48.3 |
Depreciation and amortization | | | 16.1 | | | 21.0 | | | 32.3 | | | 44.7 |
| | | 50.6 | | | 63.3 | | | 103.0 | | | 130.2 |
Project other income (expense): | | | | | | | | | | | | |
Change in fair value of derivative instruments | | | (7.0) | | | (0.2) | | | (9.4) | | | 3.6 |
Equity in earnings of unconsolidated affiliates | | | 9.3 | | | 11.2 | | | 22.3 | | | 23.5 |
Interest expense, net | | | (0.2) | | | (0.4) | | | (0.6) | | | (1.0) |
Other | | | (1.3) | | | — | | | (1.2) | | | — |
| | | 0.8 | | | 10.6 | | | 11.1 | | | 26.1 |
Project income | | | 21.5 | | | 13.5 | | | 52.4 | | | 42.0 |
| | | | | | | | | | | | |
Administrative and other expenses (income): | | | | | | | | | | | | |
Administration | | | 1.0 | | | 1.1 | | | 2.4 | | | 1.9 |
Interest, net | | | 9.4 | | | 10.4 | | | 18.5 | | | 22.0 |
Foreign exchange loss (gain) | | | 3.1 | | | (3.2) | | | 6.3 | | | (8.0) |
Other expense | | | 4.6 | | | 4.2 | | | 8.1 | | | 7.5 |
| | | 18.1 | | | 12.5 | | | 35.3 | | | 23.4 |
Income before income taxes | | | 3.4 | | | 1.0 | | | 17.1 | | | 18.6 |
Income tax expense | | | 1.2 | | | 0.6 | | | 1.9 | | | 4.0 |
Net income | | | 2.2 | | | 0.4 | | | 15.2 | | | 14.6 |
Net income (loss) attributable to preferred shares of a subsidiary company | | | 1.7 | | | 1.6 | | | (4.8) | | | (0.1) |
Net income (loss) attributable to APLP Holdings Limited Partnership | | $ | 0.5 | | $ | (1.2) | | $ | 20.0 | | $ | 14.7 |
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions of U.S. dollars)
(unaudited)
| | | | | | |
| | June 30, |
| | 2019 | | 2018 |
Cash flows from operating activities: | | | | | | |
Net income | | $ | 15.2 | | $ | 14.6 |
Adjustments to reconcile to net cash provided by operating activities: | | | | | | |
Depreciation and amortization | | | 32.3 | | | 44.7 |
Asset retirement obligations | | | 1.4 | | | — |
Stock-based compensation expense | | | 0.8 | | | 1.2 |
Distributions from unconsolidated affiliates | | | 25.4 | | | 27.3 |
Equity in earnings from unconsolidated affiliates | | | (22.3) | | | (23.5) |
Unrealized foreign exchange loss (gain) | | | 6.4 | | | (7.9) |
Change in fair value of derivative instruments | | | 9.4 | | | (3.6) |
Change in deferred income taxes | | | (0.6) | | | 2.0 |
Amortization of debt discount, deferred financing costs | | | 2.9 | | | — |
Change in other operating balances | | | | | | |
Accounts receivable | | | 3.3 | | | 31.2 |
Inventory | | | 0.1 | | | 3.7 |
Prepayments and other assets | | | (0.2) | | | 6.4 |
Accounts payable | | | 6.6 | | | (10.8) |
Accruals and other liabilities | | | 0.4 | | | (5.4) |
Cash flows provided by operating activities | | | 81.1 | | | 79.9 |
| | | | | | |
Cash flows provided by (used in) investing activities: | | | | | | |
Proceeds from asset sales | | | 1.5 | | | — |
Investment in unconsolidated affiliate | | | — | | | (1.1) |
Purchase of property, plant and equipment | | | (0.3) | | | (1.3) |
Cash flows provided by (used in) investing activities | | | 1.2 | | | (2.4) |
| | | | | | |
Cash flows used in financing activities: | | | | | | |
Dividends paid to Parent | | | (32.1) | | | (10.8) |
Dividends paid on preferred shares of a subsidiary company | | | (3.7) | | | (4.3) |
Repurchase of preferred shares of a subsidiary company | | | (7.9) | | | (4.5) |
Cash payments for vested LTIP units withheld for taxes | | | (1.9) | | | (0.8) |
Repayment of corporate and project-level debt | | | (34.0) | | | (58.8) |
Cash flows used in financing activities | | | (79.6) | | | (79.2) |
| | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 2.7 | | | (1.7) |
Cash, cash equivalents and restricted cash at beginning of period | | | 24.5 | | | 35.2 |
Cash, cash equivalents and restricted cash at end of period | | $ | 27.2 | | $ | 33.5 |
| | | | | | |
Supplemental cash flow information | | | | | | |
Interest paid | | $ | 5.6 | | $ | 19.3 |
Taxes paid | | $ | 0.8 | | $ | 1.9 |
Accruals for construction | | $ | — | | $ | 0.1 |