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Brookfield Renewable |
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| Partners L.P. |
| INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND NOTES AS AT MARCH 31, 2019 AND DECEMBER 31, 2018 AND FOR THE MARCH 31, 2019, 2018 AND 2017 |
BROOKFIELD RENEWABLE PARTNERS L.P. |
CONSOLIDATED STATEMENTS OF INCOME |
| | | | | |
UNAUDITED | | | | | |
THREE MONTHS ENDED MARCH 31 | | |
(MILLIONS, EXCEPT AS NOTED) | Notes | 2019 | 2018 |
Revenues | 17 | $ | 825 | $ | 793 |
Other income | | | 8 | | 9 |
Direct operating costs | | | (254) | | (256) |
Management service costs | 17 | | (21) | | (21) |
Interest expense – borrowings | 7 | | (173) | | (180) |
Share of earnings from | | | | | |
equity-accounted investments | 11 | | 32 | | - |
Foreign exchange and | | | | | |
unrealized financial instruments (loss) gain | 3 | | (18) | | 8 |
Depreciation | 6 | | (200) | | (213) |
Other | | | (2) | | (44) |
Income tax expense | | | | | |
Current | | | (24) | | (7) |
Deferred | | | (20) | | (9) |
| | | (44) | | (16) |
Net income | | $ | 153 | $ | 80 |
Net income attributable to: | | | | | |
Non-controlling interests | | | | | |
Participating non-controlling interests - in | | | | | |
operating subsidiaries | 8 | $ | 94 | $ | 56 |
General partnership interest in a holding | | | | | |
subsidiary held by Brookfield | 8 | | - | | - |
Participating non-controlling interests - in a | | | | | |
holding subsidiary - Redeemable/ | | | | | |
Exchangeable units held by Brookfield | 8 | | 18 | | 3 |
Preferred equity | 8 | | 6 | | 7 |
Preferred limited partners' equity | 9 | | 10 | | 9 |
Limited partners' equity | 10 | | 25 | | 5 |
| | $ | 153 | $ | 80 |
Basic and diluted earnings per LP Unit | | $ | 0.14 | $ | 0.03 |
| | | | | |
The accompanying notes are an integral part of these interim consolidated financial statements. |
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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BROOKFIELD RENEWABLE PARTNERS L.P. |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
| | | | | |
UNAUDITED | | | | | |
THREE MONTHS ENDED MARCH 31 | | |
(MILLIONS) | Notes | 2019 | 2018 |
Net income | | $ | 153 | $ | 80 |
Other comprehensive income (loss) that will not be | | | | | |
reclassified to net income | | | | | |
Revaluations of property, plant and equipment | 6 | | - | | (3) |
Actuarial (loss) gain on defined benefit plans | | | (5) | | 4 |
Total items that will not be reclassified to net income | | | (5) | | 1 |
Other comprehensive income that may be | | | | | |
reclassified to net income | | | | | |
Foreign currency translation | | | 135 | | 229 |
(Losses) gains arising during the period on financial | | | | |
instruments designated as cash-flow hedges | 3 | | (4) | | 17 |
(Loss) gain on foreign exchange swaps - | | | | | |
net investment hedge | 3 | | (6) | | 4 |
Unrealized gain (loss) on investments | | | | | |
in equity securities | 3 | | 26 | | (7) |
Reclassification adjustments for amounts | | | | | |
recognized in net income | 3 | | 4 | | 11 |
Deferred income taxes on above items | 5 | | (1) | | (11) |
Total items that may be reclassified | | | | | |
subsequently to net income | | | 154 | | 243 |
Other comprehensive income | | | 149 | | 244 |
Comprehensive income | | $ | 302 | $ | 324 |
Comprehensive income attributable to: | | | | | |
Non-controlling interests | | | | | |
Participating non-controlling interests - in | | | | | |
operating subsidiaries | 8 | $ | 177 | $ | 257 |
General partnership interest in a holding | | | | | |
subsidiary held by Brookfield | 8 | | 1 | | 1 |
Participating non-controlling interests - in a holding | | | | | |
subsidiary - Redeemable/Exchangeable | | | | | |
units held by Brookfield | 8 | | 40 | | 28 |
Preferred equity | 8 | | 19 | | (9) |
Preferred limited partners' equity | 9 | | 10 | | 9 |
Limited partners' equity | 10 | | 55 | | 38 |
| | $ | 302 | $ | 324 |
| | | | | |
The accompanying notes are an integral part of these interim consolidated financial statements. |
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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BROOKFIELD RENEWABLE PARTNERS L.P. |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
| | | | | |
UNAUDITED | | | Mar 31 | | Dec 31 |
(MILLIONS) | Notes | | 2019 | | 2018 |
Assets | | | | | |
Current assets | | | | | |
Cash and cash equivalents | 12 | $ | 177 | $ | 173 |
Restricted cash | 13 | | 208 | | 136 |
Trade receivables and other current assets | 14 | | 605 | | 607 |
Financial instrument assets | 3 | | 27 | | 60 |
Due from related parties | 17 | | 74 | | 65 |
Assets held for sale | 2 | | 915 | | 920 |
| | | 2,006 | | 1,961 |
Financial instrument assets | 3 | | 154 | | 124 |
Equity-accounted investments | 11 | | 1,601 | | 1,569 |
Property, plant and equipment | 6 | | 29,252 | | 29,025 |
Goodwill | | | 847 | | 828 |
Deferred income tax assets | 5 | | 98 | | 91 |
Other long-term assets | | | 523 | | 505 |
Total Assets | | $ | 34,481 | $ | 34,103 |
Liabilities | | | | | |
Current liabilities | | | | | |
Accounts payable and accrued liabilities | 15 | $ | 532 | $ | 533 |
Financial instrument liabilities | 3 | | 32 | | 27 |
Cash on deposit and payables due to related parties | 17 | | 471 | | 101 |
Corporate borrowings | 7 | | - | | 6 |
Non-recourse borrowings | 7 | | 492 | | 489 |
Liabilities directly associated with assets held for sale | 2 | | 525 | | 533 |
| | | 2,052 | | 1,689 |
Financial instrument liabilities | 3 | | 122 | | 111 |
Corporate borrowings | 7 | | 1,668 | | 2,328 |
Non-recourse borrowings | 7 | | 7,933 | | 7,895 |
Deferred income tax liabilities | 5 | | 4,219 | | 4,140 |
Other long-term liabilities | | | 889 | | 734 |
Equity | | | | | |
Non-controlling interests | | | | | |
Participating non-controlling interests - in operating subsidiaries | 8 | | 8,456 | | 8,129 |
General partnership interest in a holding subsidiary held by Brookfield | 8 | | 66 | | 66 |
Participating non-controlling interests - in a holding subsidiary | | | | | |
- Redeemable/Exchangeable units held by Brookfield | 8 | | 3,221 | | 3,252 |
Preferred equity | 8 | | 580 | | 568 |
Preferred limited partners' equity | 9 | | 833 | | 707 |
Limited partners' equity | 10 | | 4,442 | | 4,484 |
Total Equity | | | 17,598 | | 17,206 |
Total Liabilities and Equity | | $ | 34,481 | $ | 34,103 |
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The accompanying notes are an integral part of these interim consolidated financial statements. |
Approved on behalf of Brookfield Renewable Partners L.P.:
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| Patricia Zuccotti Director | David Mann Director |
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Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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BROOKFIELD RENEWABLE PARTNERS L.P. |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Accumulated other comprehensive income | | | | Non-controlling interests | | |
| | | | | | | | | | | | | | | | | | | | | | | Participating | | |
| | | | | | | | | | | | | | | | | | | | General | non-controlling | | |
| | | | | | | Actuarial | | | | | | | | | | | | partnership | interests - in a | | |
| | | | | | | losses | | | | | | | | Participating | interest in | holding subsidiary | | |
| | | | | | | on | | Invest- | Total | Preferred | | | non-controlling | a holding | - Redeemable | | |
UNAUDITED | Limited | Foreign | | | defined | Cash | ments in | limited | limited | | | interests - in | subsidiary | /Exchangeable | | |
THREE MONTHS ENDED MARCH 31 | partners' | currency | Revaluation | benefit | flow | equity | partners' | partners' | Preferred | operating | held by | units held by | Total |
(MILLIONS) | equity | translation | surplus | plans | hedges | securities | equity | equity | equity | subsidiaries | Brookfield | Brookfield | equity |
Balance, as at December 31, 2018 | $ | (948) | $ | (652) | $ | 6,120 | $ | (6) | $ | (34) | $ | 4 | $ | 4,484 | $ | 707 | $ | 568 | $ | 8,129 | $ | 66 | $ | 3,252 | $ | 17,206 |
Net income | | 25 | | - | | - | | - | | - | | - | | 25 | | 10 | | 6 | | 94 | | - | | 18 | | 153 |
Other comprehensive income | | - | | 20 | | - | | (2) | | (2) | | 14 | | 30 | | - | | 13 | | 83 | | 1 | | 22 | | 149 |
Preferred LP Units issued (Note 9) | | - | | - | | - | | - | | - | | - | | - | | 126 | | - | | - | | - | | - | | 126 |
LP Units purchased for | | | | | | | | | | | | | | | | | | | | | | | | | | |
cancellation (Note 10) | | (1) | | - | | - | | - | | - | | - | | (1) | | - | | - | | - | | - | | - | | (1) |
Capital contributions (Note 8) | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 288 | | - | | - | | 288 |
Distributions or dividends declared | | (93) | | - | | - | | - | | - | | - | | (93) | | (10) | | (6) | | (134) | | (15) | | (68) | | (326) |
Distribution reinvestment plan | | 2 | | - | | - | | - | | - | | - | | 2 | | - | | - | | - | | - | | - | | 2 |
Other | | 205 | | (12) | | (199) | | 1 | | - | | - | | (5) | | - | | (1) | | (4) | | 14 | | (3) | | 1 |
Change in period | | 138 | | 8 | | (199) | | (1) | | (2) | | 14 | | (42) | | 126 | | 12 | | 327 | | - | | (31) | | 392 |
Balance, as at March 31, 2019 | $ | (810) | $ | (644) | $ | 5,921 | $ | (7) | $ | (36) | $ | 18 | $ | 4,442 | $ | 833 | $ | 580 | $ | 8,456 | $ | 66 | $ | 3,221 | $ | 17,598 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, as at December 31, 2017 | $ | (259) | $ | (378) | $ | 4,616 | $ | (9) | $ | (29) | $ | 15 | $ | 3,956 | $ | 511 | $ | 616 | $ | 6,298 | $ | 58 | $ | 2,843 | $ | 14,282 |
Net income | | 5 | | - | | - | | - | | - | | - | | 5 | | 9 | | 7 | | 56 | | - | | 3 | | 80 |
Other comprehensive income (loss) | | - | | 31 | | (1) | | 1 | | 6 | | (4) | | 33 | | - | | (16) | | 201 | | 1 | | 25 | | 244 |
Preferred LP Units issued | | - | | - | | - | | - | | - | | - | | - | | 196 | | - | | - | | - | | - | | 196 |
Capital contributions | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 4 | | - | | - | | 4 |
Acquisition | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 21 | | - | | - | | 21 |
Distributions or dividends declared | | (90) | | - | | - | | - | | - | | - | | (90) | | (9) | | (7) | | (176) | | (12) | | (64) | | (358) |
Distribution reinvestment plan | | 3 | | - | | - | | - | | - | | - | | 3 | | - | | - | | - | | - | | - | | 3 |
Other | | (6) | | - | | - | | - | | - | | - | | (6) | | - | | - | | - | | 10 | | (3) | | 1 |
Change in period | | (88) | | 31 | | (1) | | 1 | | 6 | | (4) | | (55) | | 196 | | (16) | | 106 | | (1) | | (39) | | 191 |
Balance, as at March 31, 2018 | $ | (347) | $ | (347) | $ | 4,615 | $ | (8) | $ | (23) | $ | 11 | $ | 3,901 | $ | 707 | $ | 600 | $ | 6,404 | $ | 57 | $ | 2,804 | $ | 14,473 |
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The accompanying notes are an integral part of these interim consolidated financial statements. |
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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BROOKFIELD RENEWABLE PARTNERS L.P. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | | | | |
THREE MONTHS ENDED MARCH 31 | | |
(MILLIONS) | Notes | | 2019 | | 2018 |
Operating activities | | | | | |
Net income | | $ | 153 | $ | 80 |
Adjustments for the following non-cash items: | | | | | |
Depreciation | 6 | | 200 | | 213 |
Unrealized foreign exchange and | | | | | |
financial instrument loss (gain) | 3 | | 20 | | (27) |
Share of earnings from | | | | | |
equity-accounted investments | 11 | | (32) | | - |
Deferred income tax expense | | | 20 | | 9 |
Other non-cash items | | | 17 | | 34 |
Dividends received from equity-accounted investments | 11 | | 14 | | 2 |
Changes in due to and from related parties | | | 5 | | 21 |
Net change in working capital balances | | | (30) | | (32) |
| | | 367 | | 300 |
Financing activities | | | | | |
Proceeds from corporate credit facilities | 7 | | - | | 400 |
Repayment of corporate credit facilities | 7 | | (696) | | (393) |
Proceeds from non-recourse borrowings | 7 | | 93 | | 1,091 |
Repayment of non-recourse borrowings | 7 | | (88) | | (1,542) |
Capital contributions from participating non-controlling | | | | | |
interests - in operating subsidiaries | 8 | | 247 | | 4 |
Issuance of preferred limited partnership units | 9 | | 126 | | 196 |
Repurchase of LP Units | 10 | | (1) | | - |
Distributions paid: | | | | | |
To participating non-controlling interests - in operating | | | | | |
subsidiaries | 8 | | (134) | | (176) |
To preferred shareholders | 8 | | (6) | | (7) |
To preferred limited partners' unitholders | 9 | | (9) | | (8) |
To unitholders of Brookfield Renewable or BRELP | 8, 10 | | (171) | | (160) |
Borrowings from related party | 17 | | 600 | | - |
Repayments to related party | 17 | | (245) | | - |
| | | (284) | | (595) |
Investing activities | | | | | |
Acquisitions net of cash and | | | | | |
cash equivalents in acquired entity | | | - | | (12) |
Investment in property, plant and equipment | 6 | | (29) | | (52) |
Disposal of securities | 3 | | 5 | | 38 |
Restricted cash and other | | | (55) | | (78) |
| | | (79) | | (104) |
Foreign exchange gain on cash | | | - | | 4 |
Cash and cash equivalents | | | | | |
Increase (decrease) | | | 4 | | (395) |
Balance, beginning of period | | | 173 | | 799 |
Balance, end of period | | $ | 177 | $ | 404 |
Supplemental cash flow information: | | | | | |
Interest paid | | $ | 143 | $ | 130 |
Interest received | | $ | 4 | $ | 7 |
Income taxes paid | | $ | 19 | $ | 13 |
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The accompanying notes are an integral part of these interim consolidated financial statements. |
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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brookfield renewable partners l.p.
notes to the unaudited interim consolidated financial statements
The business activities of Brookfield Renewable Partners L.P. (“Brookfield Renewable”) consist of owning a portfolio of renewable power generating facilities primarily in North America, Colombia, Brazil, Europe, India and China.
Unless the context indicates or requires otherwise, the term “Brookfield Renewable” means Brookfield Renewable Partners L.P. and its controlled entities.
Brookfield Renewable is a publicly traded limited partnership established under the laws of Bermuda pursuant to an amended and restated limited partnership agreement dated November 20, 2011.
The registered office of Brookfield Renewable is 73 Front Street, Fifth Floor, Hamilton HM12, Bermuda.
The immediate parent of Brookfield Renewable is its general partner, Brookfield Renewable Partners Limited (“BRPL”). The ultimate parent of Brookfield Renewable is Brookfield Asset Management Inc. (“Brookfield Asset Management”). Brookfield Asset Management and its subsidiaries, other than Brookfield Renewable, are also individually and collectively referred to as “Brookfield” in these consolidated financial statements.
Brookfield Renewable’s non-voting limited partnership units (“LP Units”) are traded under the symbol “BEP” on the New York Stock Exchange and under the symbol “BEP.UN” on the Toronto Stock Exchange. Brookfield Renewable’s Class A Series 5, Series 7, Series 9, Series 11, Series 13, and Series 15 preferred limited partners’ equity are traded under the symbols “BEP.PR.E”, “BEP.PR.G”, “BEP.PR.I”, “BEP.PR.K” and “BEP.PR.M” respectively, on the Toronto Stock Exchange.
Notes to consolidated financial statements | Page |
GENERAL APPLICATION |
1. Basis of preparation and significant accounting policies | 7 |
2. Assets held for sale | 12 |
3. Risk management and financial instruments | 13 |
4. Segmented information | 16 |
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CONSOLIDATED RESULTS OF OPERATIONS |
5. Income taxes | 21 |
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CONSOLIDATED FINANCIAL POSITION |
6. Property, plant and equipment | 21 |
7. Borrowings | 22 |
8. Non-controlling interests | 24 |
9. Preferred limited partner’s equity | 27 |
10. Limited partners’ equity | 27 |
11. Equity-accounted investments | 29 |
12. Cash and cash equivalents | 30 |
13. Restricted cash | 30 |
14. Trade receivables and other current assets | 30 |
15. Accounts payable and accrued liabilities | 31 |
16. Commitments, contingencies and guarantees | 31 |
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OTHER | |
17. Related party transactions | 32 |
18. Subsidiary public issuers | 34 |
19. Subsequent events | 35 |
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Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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1. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting.
Certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), have been omitted or condensed. These interim consolidated financial statements should be read in conjunction with Brookfield Renewable’s December 31, 2018 audited consolidated financial statements. Except for the recently adopted IFRS 16, Leases (“IFRS 16”) and the early adopted amendment to IFRS 3, Business combinations (“IFRS 3”), the interim consolidated statements have been prepared on a basis consistent with the accounting policies disclosed in the December 31, 2018 audited consolidated financial statements.
The interim consolidated financial statements are unaudited and reflect adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods in accordance with IFRS.
The results reported in these interim consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for an entire year. The policies set out below are consistently applied to all periods presented, unless otherwise noted.
These consolidated financial statements have been authorized for issuance by the Board of Directors of Brookfield Renewable’s general partner, BRPL, on May 2, 2019.
Certain comparative figures have been reclassified to conform to the current year’s presentation.
References to $, C$, €, R$, and COP are to United States (“U.S.”) dollars, Canadian dollars, Euros, Brazilian reais and Colombian pesos, respectively.
All figures are presented in millions of U.S. dollars unless otherwise noted.
(b) Basis of preparation
The interim consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of property, plant and equipment and certain assets and liabilities which have been measured at fair value. Cost is recorded based on the fair value of the consideration given in exchange for assets.
Consolidation
These interim consolidated financial statements include the accounts of Brookfield Renewable and its subsidiaries, which are the entities over which Brookfield Renewable has control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Non-controlling interests in the equity of Brookfield Renewable’s subsidiaries are shown separately in equity in the interim consolidated statements of financial position.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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(c) Changes to lease accounting policy
Brookfield Renewable has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under IAS 17 – Leases (“IAS 17”) and IFRIC 4 – Determining Whether an Arrangement Contains a Lease (“IFRIC 4”). The details of accounting policies under IAS 17 and IFRIC 4 are disclosed separately if they are different from those under IFRS 16 and the impact of changes is disclosed in Note 1(d).
Policy applicable from January 1, 2019
At inception of a contract, Brookfield Renewable assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, Brookfield Renewable assesses whether:
· the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;
· Brookfield Renewable has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
· Brookfield Renewable has the right to direct the use of the asset. Brookfield Renewable has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, Brookfield Renewable has the right to direct the use of the asset if either:
☐ Brookfield Renewable has the right to operate the asset; or
☐ Brookfield Renewable designed the asset in a way that predetermines how and for what purpose it will be used.
This policy is applied to contracts entered into, or changed, on or after January 1, 2019.
At inception or on reassessment of a contract that contains a lease component, Brookfield Renewable allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, Brookfield Renewable has elected not to separate non-lease components and, therefore, accounts for the lease and non-lease components as a single lease component.
Accounting as a lessee under IFRS 16
Brookfield Renewable recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful lives of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
Page 8
readily determined, Brookfield Renewable’s incremental borrowing rate. Generally, Brookfield Renewable uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
· Fixed payments, including in-substance fixed payments;
· Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
· Amounts expected to be payable under a residual value guarantee; and
· The exercise price under a purchase option that Brookfield Renewable is reasonably certain to exercise, lease payments in an option renewable period if Brookfield Renewable is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless Brookfield Renewable is reasonably certain not to terminate early.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in Brookfield Renewable’s estimate of the amount expected to be payable under a residual value guarantee, or if Brookfield Renewable changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made either to the carrying amount of the right-of-use asset or, when the adjustment is a reduction to the right-of-use asset, is recorded in the consolidated statements of income if the carrying amount of the right-of-use asset has been reduced to zero.
Brookfield Renewable presents right-of-use assets in Property, plant and equipment and lease liabilities in Other long-term liabilities in the consolidated statement of financial position as at March 31, 2019.
Policy applicable before January 1, 2019
For contracts entered into before January 1, 2019, Brookfield Renewable determined whether that arrangement was or contained a lease based on the assessment of whether:
· Fulfillment of the arrangement was dependent on the use of a specific asset or assets; and
· The arrangement had conveyed a right to use the asset. An arrangement conveyed a right to use the asset if one of the following was met:
☐ The purchaser had the ability or right to operate the asset while obtaining or controlling more than an insignificant amount of the output;
☐ The purchaser had the ability or right to control physical access to the asset while obtaining or controlling more than an insignificant amount of the output; or
☐ Facts and circumstances indicated that it was remote that other parties would take more than an insignificant amount of the output, and the price per unit was neither fixed per unit of output nor equal to the market price per unit of output.
Short-term leases and leases of low-value assets
Brookfield Renewable has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less and leases of low-value assets. Brookfield Renewable recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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Accounting as a lessee under IAS 17
In the comparative period, as a lessee Brookfield Renewable classified leases that transfer substantially all of the risks and rewards of ownership as finance leases. When this was the case, the lease assets were measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Minimum lease payments were the payments over the lease term that the lessee was required to make, excluding any contingent rent.
Subsequently, the assets were accounted for in accordance with the accounting policy applicable to that asset.
Assets held under other leases were classified as operating leases and were not recognized in Brookfield Renewable’s consolidated statements of financial position. Payments made under operating leases were recognized in the consolidated statements of income on a straight-line basis over the term of the lease. Lease incentives received were recognized as an integral part of the total lease expense, over the term of the lease.
(d) Recently adopted accounting standards
Except for the changes below, Brookfield Renewable has consistently applied the accounting policies to all periods presented in these consolidated financial statements.
IFRS 3 – Business Combinations
In October 2018, the IASB issued an amendment to IFRS 3, effective for annual periods beginning on or after January 1, 2020 with early adoption permitted. The amendment clarifies that a business must include, at minimum, an input and a substantive process that together contribute to the ability to create outputs, and assists companies in determining whether an acquisition is a business combination or an acquisition of a group of assets by providing supplemental guidance for assessing whether an acquired process is substantive. Brookfield Renewable has decided to early adopt the amendments to IFRS 3 effective January 1, 2019 and shall apply the amended standard in assessing business combinations on a prospective basis. For acquisitions that are determined to be acquisitions of assets as opposed to business combinations, Brookfield Renewable will allocate the transaction price and transaction costs to the individual identifies assets acquired and liabilities assumed on the basis of their relative fair values, and no goodwill will be recognized. Acquisitions that continue to meet the definition of a business combination will be accounted for under the acquisition method, without any changes to Brookfield Renewable’s accounting policy.
IFRS 16 – Leases
On January 1, 2019 Brookfield Renewable adopted IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings at January 1, 2019. As a result, Brookfield Renewable has changed its accounting policy for lease contracts as detailed below.
Definition of a lease
Previously, Brookfield Renewable determined at contract inception whether an arrangement is or contains a lease under IFRIC 4. Under IFRS 16, Brookfield Renewable assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note 1(c).
On transition to IFRS 16, Brookfield Renewable elected to apply the practical expedient to grandfather the assessment of which transactions are leases. Brookfield Renewable applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed to determine whether there is a lease. Therefore, the definition of a lease
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under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019.
Leases classified as operating leases under IAS 17
At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at Brookfield Renewable’s incremental borrowing rate as at January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
Brookfield Renewable used the following practical expedients when applying IFRS 16 to leases previously classified as operating leases under IAS 17:
· Applied the exemption not to recognize right-of-use asset and liabilities for leases with less than twelve months of lease term; and
· Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.
Leases classified as finance leases under IAS 17
For leases that were classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and the lease liability at January 1, 2019 are determined at the carrying amount of the lease asset and lease liability under IAS 17 immediately before that date.
Impacts on financial statements
On transition to IFRS 16, Brookfield Renewable recognized an additional $145 million of right-of-use assets and $147 million of lease liabilities, recognizing the difference in retained earnings.
When measuring lease liabilities, Brookfield Renewable discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average rate applied was 5.5%. The difference between the operating lease commitments disclosed at December 31, 2018 of $250 million and leases liabilities recognized at January 1, 2019 of $147 million is primarily due to the time value of money.
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2. assets held for sale
The following is a summary of the major items of assets and liabilities classified as held for sale as at March 31, 2019:
| Mar 31 | Dec 31 |
(MILLIONS) | | 2019 | | 2018 |
Assets | | | | |
Cash and cash equivalents | $ | 8 | $ | 8 |
Restricted cash | | 46 | | 47 |
Trade receivables and other current assets | | 28 | | 28 |
Property, plant and equipment | | 745 | | 749 |
Goodwill | | 22 | | 22 |
Other long-term assets | | 66 | | 66 |
Assets held for sale | $ | 915 | $ | 920 |
Liabilities | | | | |
Current liabilities | $ | 18 | $ | 23 |
Non-recourse borrowings | | 354 | | 360 |
Other long-term liabilities | | 153 | | 150 |
Liabilities directly associated with assets held for sale | $ | 525 | $ | 533 |
As at March 31, 2019, assets held for sale within Brookfield Renewable’s operating segments include portfolios of wind and solar assets in South Africa, Thailand, and Malaysia.
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3. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
RISK MANAGEMENT
Brookfield Renewable’s activities expose it to a variety of financial risks, including market risk (i.e., commodity price risk, interest rate risk, and foreign currency risk), credit risk and liquidity risk. Brookfield Renewable uses financial instruments primarily to manage these risks.
There have been no material changes in exposure to these risks since the December 31, 2018 audited consolidated financial statements.
Fair value disclosures
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Fair values determined using valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining those assumptions, management looks primarily to external readily observable market inputs such as interest rate yield curves, currency rates, commodity prices and, as applicable, credit spreads.
A fair value measurement of a non-financial asset is the consideration that would be received in an orderly transaction between market participants, considering the highest and best use of the asset.
Assets and liabilities measured at fair value are categorized into one of three hierarchy levels, described below. Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities.
Level 1 – inputs are based on unadjusted quoted prices in active markets for identical assets and liabilities;
Level 2 – inputs, other than quoted prices in Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 – inputs for the asset or liability that are not based on observable market data.
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The following table presents Brookfield Renewable’s assets and liabilities measured and disclosed at fair value classified by the fair value hierarchy:
| | | Mar 31, 2019 | | Dec 31 |
(MILLIONS) | Level 1 | Level 2 | Level 3 | Total | 2018 |
Assets measured at fair value: | | | | | | | | | | |
Cash and cash equivalents | $ | 177 | $ | - | $ | - | $ | 177 | $ | 173 |
Restricted cash(1) | | 252 | | - | | - | | 252 | | 181 |
Financial instrument assets(3) | | | | | | | | | | |
| Energy derivative contracts | | - | | 14 | | - | | 14 | | 3 |
| Interest rate swaps | | - | | 5 | | - | | 5 | | 9 |
| Foreign exchange swaps | | - | | 24 | | - | | 24 | | 55 |
| Investments in equity securities(2) | | 74 | | 64 | | - | | 138 | | 117 |
Property, plant and equipment | | - | | - | | 29,252 | | 29,252 | | 29,025 |
Liabilities measured at fair value: | | | | | | | | | | |
Financial instrument liabilities(3) | | | | | | | | | | |
| Energy derivative contracts | | - | | (11) | | - | | (11) | | (22) |
| Interest rate swaps | | - | | (132) | | - | | (132) | | (116) |
| Foreign exchange swaps | | - | | (11) | | - | | (11) | | - |
Contingent consideration(4) | | - | | - | | (2) | | (2) | | (3) |
Assets for which fair value is disclosed: | | | | | | | | | | |
| Equity-accounted investments(5) | | 861 | | - | | - | | 861 | | 703 |
Liabilities for which fair value is disclosed: | | | | | | | | | | |
| Corporate borrowings | | (1,729) | | (26) | | - | | (1,755) | | (2,367) |
| Non-recourse borrowings | | (400) | | (8,558) | | - | | (8,958) | | (8,696) |
Total | $ | (765) | $ | (8,631) | $ | 29,250 | $ | 19,854 | $ | 19,062 |
(1) Includes both the current amount and long-term amount included in Other long-term assets.
(2) Amounts in Level 2 include Brookfield Infrastructure Debt Fund holdings.
(3) Includes both current and long-term amounts.
(4) Amount relates to business combinations with obligations lapsing in 2021 and 2024.
(5) The fair value corresponds to Brookfield Renewable’s investment in publicly-quoted common shares of TerraForm Power, Inc.
There were no transfers between levels during the three months ended March 31, 2019.
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Financial instruments disclosures
The aggregate amount of Brookfield Renewable’s net financial instrument positions are as follows:
| | Mar 31, 2019 | Dec 31, 2018 |
| | | | | Net Assets | Net Assets |
(MILLIONS) | Assets | Liabilities | (Liabilities) | (Liabilities) |
Energy derivative contracts | $ | 14 | $ | 11 | $ | 3 | $ | (19) |
Interest rate swaps | | 5 | | 132 | | (127) | | (107) |
Foreign exchange swaps | | 24 | | 11 | | 13 | | 55 |
Investments in equity securities | | 138 | | - | | 138 | | 117 |
Total | | 181 | | 154 | | 27 | | 46 |
Less: current portion | | 27 | | 32 | | (5) | | 33 |
Long-term portion | $ | 154 | $ | 122 | $ | 32 | $ | 13 |
(a) Energy derivative contracts
Brookfield Renewable has entered into long-term energy derivative contracts primarily to stabilize or eliminate the price risk on the sale of certain future power generation. Certain energy contracts are recorded in Brookfield Renewable’s interim consolidated financial statements at an amount equal to fair value, using quoted market prices or, in their absence, a valuation model using both internal and third-party evidence and forecasts.
(b) Interest rate hedges
Brookfield Renewable has entered into interest rate hedge contracts primarily to minimize exposure to interest rate fluctuations on its variable rate debt or to lock in interest rates on future debt refinancing. All interest rate hedge contracts are recorded in the interim consolidated financial statements at fair value.
(c) Foreign exchange swaps
Brookfield Renewable has entered into foreign exchange swaps to minimize its exposure to currency fluctuations impacting its investments and earnings in foreign operations, and to fix the exchange rate on certain anticipated transactions denominated in foreign currencies.
(d) Investments in equity securities
Brookfield Renewable’s investments in equity securities consist primarily of investments in publicly-quoted securities which are recorded on the statement of financial position at fair value.
The following table reflects the unrealized gains (losses) included in Foreign exchange and unrealized financial instrument loss in the interim consolidated statements of income:
THREE MONTHS ENDED MARCH 31 | |
(MILLIONS) | | 2019 | | 2018 |
Energy derivative contracts | $ | 6 | $ | 4 |
Interest rate swaps | | (13) | | 5 |
Foreign exchange swaps - cash flow | | (11) | | (16) |
Foreign exchange loss | | - | | 15 |
| $ | (18) | $ | 8 |
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The following table reflects the gains (losses) included in other comprehensive income in the interim consolidated statements of comprehensive income:
THREE MONTHS ENDED MARCH 31 | |
(MILLIONS) | | 2019 | | 2018 |
Energy derivative contracts | $ | 13 | $ | 7 |
Interest rate swaps | | (17) | | 10 |
| | (4) | | 17 |
Foreign exchange swaps - net investment | | (6) | | 4 |
Investments in equity securities | | 26 | | (7) |
| $ | 16 | $ | 14 |
The following table reflects the reclassification adjustments recognized in net income in the interim consolidated statements of comprehensive income:
THREE MONTHS ENDED MARCH 31 | |
(MILLIONS) | | 2019 | | 2018 |
Energy derivative contracts | $ | 1 | $ | 8 |
Interest rate swaps | | 3 | | 3 |
| $ | 4 | $ | 11 |
4. SEGMENTED INFORMATION
Brookfield Renewable’s Chief Executive Officer and Chief Financial Officer (collectively, the chief operating decision maker or “CODM”) review the results of the business, manage operations, and allocate resources based on the type of technology.
Our operations are segmented by – 1) hydroelectric, 2) wind, 3) solar, 4) storage & other (cogeneration and biomass), and 5) corporate – with hydroelectric and wind further segmented by geography (i.e., North America, Colombia, Brazil, Europe and Asia). This best reflects the way in which the CODM reviews results, manages operations and allocates resources. The Colombia segment aggregates the financial results of its hydroelectric and cogeneration facilities. The results of our wind assets in South Africa that are classified as held for sale have been aggregated in the Asia wind business segment. The corporate segment represents all activity performed above the individual segments for the business.
Reporting to the CODM on the measures utilized to assess performance and allocate resources is provided on a proportionate basis. Information on a proportionate basis reflects Brookfield Renewable’s share from facilities which it accounts for using consolidation and the equity method whereby Brookfield Renewable either controls or exercises significant influence or joint control over the investment, respectively. Proportionate information provides a Unitholder (holders of the GP interest, Redeemable/Exchangeable partnership units, and LP Units) perspective that the CODM considers important when performing internal analyses and making strategic and operating decisions. The CODM also believes that providing proportionate information helps investors understand the impacts of decisions made by management and financial results allocable to Brookfield Renewable’s Unitholders.
Proportionate financial information is not, and is not intended to be, presented in accordance with IFRS. Tables reconciling IFRS data with data presented on a proportionate consolidation basis have been disclosed. Segment revenues, other income, direct operating costs, interest expense, depreciation, current and deferred income taxes, and other are items that will differ from results presented in accordance with IFRS as these items include Brookfield Renewable’s proportionate share of earnings from equity-accounted investments attributable to each of the above-noted items, and exclude the
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proportionate share of earnings (loss) of consolidated investments not held by us apportioned to each of the above-noted items.
Brookfield Renewable does not control those entities that have not been consolidated and as such, have been presented as equity-accounted investments in its financial statements. The presentation of the assets and liabilities and revenues and expenses does not represent Brookfield Renewable’s legal claim to such items, and the removal of financial statement amounts that are attributable to non-controlling interests does not extinguish Brookfield Renewable’s legal claims or exposures to such items.
Brookfield Renewable reports its results in accordance with these segments and presents prior period segmented information in a consistent manner.
In accordance with IFRS 8, Operating Segments, Brookfield Renewable discloses information about its reportable segments based upon the measures used by the CODM in assessing performance. Except as it relates to proportionate financial information discussed above, the accounting policies of the reportable segments are the same as those described in Note 1 – Basis of preparation and significant accounting policies. Brookfield Renewable analyzes the performance of its operating segments based on revenues, Adjusted EBITDA, and Funds From Operations.
Brookfield Renewable uses Adjusted EBITDA to assess the performance of its operations before the effects of interest expense, income taxes, depreciation, management service costs, non-controlling interests, unrealized gain or loss on financial instruments, non-cash gain or loss from equity-accounted investments, distributions to preferred shareholders and preferred limited partners and other typical non-recurring items.
Brookfield Renewable uses Funds From Operations to assess the performance of its operations and is defined as Adjusted EBITDA less management service costs, interest and current income taxes, which is then adjusted for the cash portion of non-controlling interests and distributions to preferred shareholders and preferred limited partners.
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The following table provides each segment’s results in the format that management organizes its segments to make operating decisions and assess performance and reconciles Brookfield Renewable’s proportionate results to the consolidated statements of income on a line by line basis by aggregating the components comprising the earnings from Brookfield Renewable’s investments in associates and reflecting the portion of each line item attributable to non-controlling interests for the three months ended March 31, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | Contribution | | | | |
| Attributable to Unitholders | from | Attributable | | |
| Hydroelectric | | Wind | Solar | Storage | Corporate | | Total | equity- | to non- | As per |
| North | | | | | | North | | | | | | | | and | | | | accounted | controlling | IFRS |
($ MILLIONS) | America | Brazil | Colombia | | America | Europe | Brazil | Asia | | | Other | | | | investments | interests | financials(1) |
Revenues | | 262 | | 65 | | 62 | | | 63 | | 28 | | 7 | | 2 | | 38 | | 24 | | - | | 551 | | (91) | | 365 | | 825 |
Other income | | 1 | | 1 | | - | | | 2 | | - | | - | | - | | 1 | | - | | 2 | | 7 | | (4) | | 5 | | 8 |
Direct operating costs | | (68) | | (17) | | (24) | | | (17) | | (8) | | (2) | | (1) | | (7) | | (13) | | (6) | | (163) | | 29 | | (120) | | (254) |
Share of Adjusted EBITDA from | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
equity accounted investments | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | 66 | | 7 | | 73 |
Adjusted EBITDA | | 195 | | 49 | | 38 | | | 48 | | 20 | | 5 | | 1 | | 32 | | 11 | | (4) | | 395 | | - | | 257 | | |
Management service costs | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | (21) | | (21) | | - | | - | | (21) |
Interest expense - borrowings | | (41) | | (6) | | (8) | | | (19) | | (3) | | (2) | | - | | (14) | | (4) | | (24) | | (121) | | 24 | | (76) | | (173) |
Current income taxes | | (2) | | (3) | | (4) | | | - | | - | | (1) | | - | | - | | - | | - | | (10) | | 1 | | (15) | | (24) |
Distributions attributable to | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred limited partners equity | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | (10) | | (10) | | - | | - | | (10) |
Preferred equity | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | (6) | | (6) | | - | | - | | (6) |
Share of interest and cash taxes from | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
equity accounted investments | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | (25) | | (4) | | (29) |
Share of Funds From Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
attributable to non-controlling interests | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | (162) | | (162) |
Funds From Operations | | 152 | | 40 | | 26 | | | 29 | | 17 | | 2 | | 1 | | 18 | | 7 | | (65) | | 227 | | - | | - | | |
Depreciation | | (55) | | (22) | | (5) | | | (40) | | (10) | | (4) | | (1) | | (13) | | (6) | | (1) | | (157) | | 33 | | (76) | | (200) |
Foreign exchange and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
unrealized financial instrument loss | | 2 | | (1) | | - | | | - | | (1) | | (1) | | - | | - | | (1) | | (16) | | (18) | | 1 | | (1) | | (18) |
Deferred income tax expense | | (17) | | 1 | | (2) | | | 16 | | 5 | | - | | (1) | | 16 | | - | | 6 | | 24 | | (35) | | (9) | | (20) |
Other | | (15) | | (1) | | 1 | | | (1) | | - | | - | | - | | (12) | | - | | (5) | | (33) | | 13 | | 18 | | (2) |
Share of earnings from | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
equity accounted investments | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | (12) | | - | | (12) |
Net loss attributable to | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
non-controlling interests | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 68 | | 68 |
Net income (loss) attributable | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
to Unitholders(2) | | 67 | | 17 | | 20 | | | 4 | | 11 | | (3) | | (1) | | 9 | | - | | (81) | | 43 | | - | | - | | 43 |
(1) Share of earnings from equity-accounted investments of $32 million is comprised of amounts found on the share of Adjusted EBITDA, share of interest and cash taxes and share of earnings lines. Net income attributable to participating non-controlling interests – in operating subsidiaries of $94 million is comprised of amounts found on Share of Funds From Operations attributable to non-controlling interests and Net loss attributable to non-controlling interests.
(2) Net income (loss) attributable to Unitholders includes net income (loss) attributable to GP interest, Redeemable/Exchangeable partnership units and LP Units. Total net income (loss) includes amounts attributable to Unitholders, non-controlling interests, preferred limited partners equity and preferred equity.
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The following table provides each segment’s results in the format that management organizes its segments to make operating decisions and assess performance and reconciles Brookfield Renewable’s proportionate results to the consolidated statements of income on a line by line basis by aggregating the components comprising the earnings from Brookfield Renewable’s investments in associates and reflecting the portion of each line item attributable to non-controlling interests for the three months ended March 31, 2018:
| | | | | | | | | | | | | | | | | | | | | | | | Contribution | | | | |
| Attributable to Unitholders | from | Attributable | | |
| Hydroelectric | | Wind | Solar | Storage | Corporate | | Total | equity- | to non- | As per |
| North | | | | | | North | | | | | | | | and | | | | accounted | controlling | IFRS |
($ MILLIONS) | America | Brazil | Colombia | | America | Europe | Brazil | Asia | | Other | | | | investments | interests | financials(1) |
Revenues | | 261 | | 69 | | 53 | | | 54 | | 17 | | 8 | | 2 | | 18 | | 17 | | - | | 499 | | (39) | | 333 | | 793 |
Other income | | - | | 1 | | 1 | | | 1 | | - | | - | | - | | 2 | | - | | 1 | | 6 | | (2) | | 5 | | 9 |
Direct operating costs | | (70) | | (19) | | (23) | | | (14) | | (6) | | (3) | | (1) | | (4) | | (8) | | (6) | | (154) | | 13 | | (115) | | (256) |
Share of Adjusted EBITDA from | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
equity accounted investments | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | 28 | | 8 | | 36 |
Adjusted EBITDA | | 191 | | 51 | | 31 | | | 41 | | 11 | | 5 | | 1 | | 16 | | 9 | | (5) | | 351 | | - | | 231 | | |
Management service costs | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | (21) | | (21) | | - | | - | | (21) |
Interest expense - borrowings | | (44) | | (7) | | (10) | | | (14) | | (3) | | (2) | | (1) | | (6) | | (4) | | (25) | | (116) | | 9 | | (73) | | (180) |
Current income taxes | | (1) | | (3) | | - | | | (1) | | - | | - | | - | | - | | - | | - | | (5) | | - | | (2) | | (7) |
Distributions attributable to | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred limited partners equity | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | (9) | | (9) | | - | | - | | (9) |
Preferred equity | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | (7) | | (7) | | - | | - | | (7) |
Share of interest and cash taxes from | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
equity accounted investments | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | (9) | | (8) | | (17) |
Share of Funds From Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
attributable to non-controlling interests | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | (148) | | (148) |
Funds From Operations | | 146 | | 41 | | 21 | | | 26 | | 8 | | 3 | | - | | 10 | | 5 | | (67) | | 193 | | - | | - | | |
Depreciation | | (57) | | (38) | | (5) | | | (26) | | (8) | | (4) | | (1) | | (6) | | (6) | | - | | (151) | | 12 | | (74) | | (213) |
Foreign exchange and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
unrealized financial instrument loss | | 2 | | - | | (2) | | | - | | (1) | | - | | - | | (2) | | 1 | | 7 | | 5 | | - | | 3 | | 8 |
Deferred income tax (expense) recovery | | (14) | | - | | (1) | | | (6) | | - | | - | | - | | (1) | | - | | 15 | | (7) | | 2 | | (4) | | (9) |
Other | | (10) | | (2) | | (1) | | | - | | - | | - | | - | | (3) | | (12) | | (4) | | (32) | | 5 | | (17) | | (44) |
Share of earnings from | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
equity accounted investments | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | (19) | | - | | (19) |
Net loss attributable to | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
non-controlling interests | | - | | - | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 92 | | 92 |
Net income (loss) attributable | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
to Unitholders(2) | | 67 | | 1 | | 12 | | | (6) | | (1) | | (1) | | (1) | | (2) | | (12) | | (49) | | 8 | | - | | - | | 8 |
(1) Share of earnings from equity-accounted investments of nil million is comprised of amounts found on the share of Adjusted EBITDA, share of interest and cash taxes and share of earnings lines. Net income attributable to participating non-controlling interests – in operating subsidiaries of $56 million is comprised of amounts found on Share of Funds From Operations attributable to non-controlling interests and Net loss attributable to non-controlling interests.
(2) Net income (loss) attributable to Unitholders includes net income (loss) attributable to GP interest, Redeemable/Exchangeable partnership units and LP Units. Total net income (loss) includes amounts attributable to Unitholders, non-controlling interests, preferred limited partners equity and preferred equity.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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The following table presents information on a segmented basis about certain items in Brookfield Renewable’s statement of financial position:
| | | | | | | | | | | | | | | | | | | | | | | | Contribution | | | | |
| Attributable to Unitholders | from | Attributable | |
| Hydroelectric | | Wind | Solar | Storage | Corporate | Total | equity- | to non- | As per |
| North | | | | | North | | | | | | | and | | | | | accounted | controlling | | IFRS |
(MILLIONS) | America | Colombia | Brazil | | America | Europe | Brazil | Asia | | | Other | | | | | investments | interests | financials |
As at March 31, 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 16 | $ | 14 | $ | 14 | | $ | 29 | $ | 37 | $ | 4 | $ | 2 | $ | 44 | $ | 20 | $ | 2 | $ | 182 | $ | (106) | $ | 101 | $ | 177 |
Property, plant and equipment | | 11,110 | | 1,653 | | 1,880 | | | 2,511 | | 812 | | 345 | | 36 | | 1,361 | | 685 | | - | | 20,393 | | (3,558) | | 12,417 | | 29,252 |
Total assets | | 11,726 | | 1,919 | | 2,066 | | | 2,612 | | 934 | | 371 | | 57 | | 1,657 | | 748 | | 186 | | 22,276 | | (2,514) | | 14,719 | | 34,481 |
Total borrowings | | 2,820 | | 434 | | 194 | | | 1,275 | | 454 | | 74 | | 32 | | 962 | | 245 | | 1,668 | | 8,158 | | (1,977) | | 3,912 | | 10,093 |
Other liabilities | | 2,759 | | 450 | | 160 | | | 488 | | 139 | | 9 | | 4 | | 341 | | 38 | | 588 | | 4,976 | | (537) | | 2,351 | | 6,790 |
For the three months ended March 31, 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions to property, plant and equipment | | 44 | | 9 | | 11 | | | 75 | | 12 | | 2 | | - | | - | | 8 | | 1 | | 162 | | (66) | | 81 | | 177 |
As at December 31, 2018: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 6 | $ | 7 | $ | 37 | | $ | 30 | $ | 29 | $ | 5 | $ | 2 | $ | 41 | $ | 9 | $ | 3 | | 169 | $ | (81) | $ | 85 | $ | 173 |
Property, plant and equipment | | 11,498 | | 1,609 | | 1,907 | | | 2,480 | | 819 | | 348 | | 36 | | 1,354 | | 686 | | (9) | | 20,728 | | (3,529) | | 11,826 | | 29,025 |
Total assets | | 12,125 | | 1,868 | | 2,105 | | | 2,554 | | 939 | | 379 | | 56 | | 1,650 | | 746 | | 161 | | 22,583 | | (2,483) | | 14,003 | | 34,103 |
Total borrowings | | 2,995 | | 419 | | 198 | | | 1,204 | | 463 | | 75 | | 31 | | 1,021 | | 249 | | 2,334 | | 8,989 | | (1,972) | | 3,701 | | 10,718 |
Other liabilities | | 2,764 | | 434 | | 150 | | | 536 | | 124 | | 7 | | 3 | | 255 | | 31 | | 211 | | 4,515 | | (511) | | 2,175 | | 6,179 |
For the three months ended March 31, 2018: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions to property, plant and equipment | | 12 | | 2 | | 9 | | | 1 | | 3 | | - | | - | | 4 | | 1 | | 3 | | 35 | | (5) | | 27 | | 57 |
Geographical Information
The following table presents consolidated revenue split by geographical region for the three months ended March 31:
(MILLIONS) | | 2019 | | 2018 |
United States | $ | 276 | $ | 250 |
Colombia | | 257 | | 223 |
Canada | | 110 | | 129 |
Brazil | | 100 | | 103 |
Europe | | 42 | | 44 |
Asia | | 40 | | 44 |
| $ | 825 | $ | 793 |
The following table presents consolidated property, plant and equipment and equity-accounted investments split by geographical region:
| | Mar 31 | | Dec 31 |
(MILLIONS) | | 2019 | | 2018 |
United States | $ | 12,788 | $ | 12,705 |
Colombia | | 6,837 | | 6,665 |
Canada | | 5,790 | | 5,705 |
Brazil | | 3,509 | | 3,553 |
Europe | | 1,588 | | 1,624 |
Asia | | 341 | | 342 |
| $ | 30,853 | $ | 30,594 |
5. Income taxes
Brookfield Renewable’s effective income tax rate was 22.2% for the three months ended March 31, 2019 (2018: 16.7%). The effective tax rate is different than the statutory rate primarily due to rate differentials and non-controlling interests’ income not subject to tax.
6. PROPERTY, PLANT AND EQUIPMENT
The following table presents a reconciliation of property, plant and equipment:
(MILLIONS) | Notes | Hydro | Wind | Solar | Other(1) | Total(2) |
As at December 31, 2018 | | $ | 24,679 | $ | 3,860 | $ | 228 | $ | 258 | $ | 29,025 |
IFRS 16 adoption(3) | | | 79 | | 62 | | - | | 4 | | 145 |
Additions | | | 29 | | 3 | | - | | - | | 32 |
Items recognized through OCI | | | | | | | | | | | |
Foreign exchange | | | 250 | | - | | - | | - | | 250 |
Items recognized through net income | | | | | | | | | | | |
Depreciation | | | (130) | | (61) | | (4) | | (5) | | (200) |
As at March 31, 2019 | | $ | 24,907 | $ | 3,864 | $ | 224 | $ | 257 | $ | 29,252 |
(1) Includes biomass and cogeneration.
(2) Includes intangible assets of $11 million (2018: $11 million) and assets under construction of $319 million (2018: $388 million).
(3) On January 1, 2019 Brookfield Renewable adopted IFRS 16. See Note 1 – Basis of preparation and significant accounting policies for additional details regarding the impact of the new accounting standard adoption.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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7. BORROWINGS
Corporate Borrowings
The composition of corporate borrowings is presented in the following table:
| Mar 31, 2019 | Dec 31, 2018 |
| Weighted-average | | | Estimated | Weighted-average | | | Estimated |
| Interest | Term | Carrying | fair | Interest | Term | Carrying | fair |
(MILLIONS EXCEPT AS NOTED) | rate (%) | (years) | value | value | rate (%) | (years) | value | value |
Credit facilities | 3.1 | 4.3 | $ | 26 | $ | 26 | 3.3 | 4.4 | $ | 727 | $ | 727 |
Medium Term Notes: | | | | | | | | | | | | |
Series 4 (C$150) | 5.8 | 17.6 | | 112 | | 137 | 5.8 | 17.9 | | 110 | | 124 |
Series 7 (C$450) | 5.1 | 1.5 | | 337 | | 356 | 5.1 | 1.8 | | 330 | | 342 |
Series 8 (C$400) | 4.8 | 2.9 | | 300 | | 316 | 4.8 | 3.1 | | 293 | | 309 |
Series 9 (C$400) | 3.8 | 6.2 | | 300 | | 308 | 3.8 | 6.4 | | 293 | | 288 |
Series 10 (C$500) | 3.6 | 7.8 | | 374 | | 377 | 3.6 | 8.0 | | 367 | | 357 |
Series 11 (C$300) | 4.3 | 9.8 | | 225 | | 235 | 4.3 | 10.0 | | 220 | | 220 |
| 4.4 | 6.3 | $ | 1,648 | $ | 1,729 | 4.4 | 6.5 | $ | 1,613 | $ | 1,640 |
Total corporate borrowings | | | | 1,674 | | 1,755 | | | | 2,340 | | 2,367 |
Less: Unamortized financing fees(1) | | (6) | | | | | | (6) | | |
Less: Current portion | | - | | | | | | (6) | | |
| | | $ | 1,668 | | | | | $ | 2,328 | | |
(1) Unamortized premiums and unamortized financing fees are amortized over the terms of the borrowing.
Brookfield Renewable issues letters of credit from its corporate credit facilities for general corporate purposes which include, but are not limited to, security deposits, performance bonds and guarantees for reserve accounts.
Brookfield Renewable and its subsidiaries issue letters of credit from some of their credit facilities for general corporate and operating purposes which include, but are not limited to, security deposits, performance bonds and guarantees for debt service reserve accounts. See Note 16 – Commitments, Contingencies and Guarantees for letters of credit issued by subsidiaries.
The following table summarizes the available portion of credit facilities:
| Mar 31 | Dec 31 |
(MILLIONS) | | 2019 | | 2018 |
Authorized corporate credit facilities(1) | $ | 2,100 | $ | 2,100 |
Draws on corporate credit facilities(1) | | (26) | | (721) |
Authorized letter of credit facility | | 300 | | 300 |
Issued letters of credit | | (226) | | (209) |
Available portion of corporate credit facilities | | 2,148 | | 1,470 |
(1) Amounts are guaranteed by Brookfield Renewable.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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Brookfield Renewable Partners L.P. Interim Report March 31, 2019
Page 23
Medium term notes
Corporate borrowings are obligations of a finance subsidiary of Brookfield Renewable, Brookfield Renewable Partners ULC (“Finco”) (Note 18 - Subsidiary Public Issuers). Finco may redeem some or all of the borrowings from time to time, pursuant to the terms of the indenture. The balance is payable upon maturity, and interest on corporate borrowings is paid semi-annually. The term notes payable by Finco are unconditionally guaranteed by Brookfield Renewable, Brookfield Renewable Energy L.P. (“BRELP”) and certain other subsidiaries.
Non-recourse borrowings
Non-recourse borrowings are typically asset-specific, long-term, non-recourse borrowings denominated in the domestic currency of the subsidiary. Non-recourse borrowings in North America and Europe consist of both fixed and floating interest rate debt indexed to the London Interbank Offered Rate (“LIBOR”) and the Canadian Dollar Offered Rate (“CDOR”). Brookfield Renewable uses interest rate swap agreements in North America and Europe to minimize its exposure to floating interest rates. Non-recourse borrowings in Brazil consist of floating interest rates of Taxa de Juros de Longo Prazo (“TJLP”), the Brazil National Bank for Economic Development’s long-term interest rate, or Interbank Deposit Certificate rate (“CDI”), plus a margin. Non-recourse borrowings in Colombia include floating interest rates of Indicador Bancario de Referencia rate (“IBR”), the Banco Central de Colombia short-term interest rate, or Colombian Consumer Price Index (“IPC”), the Banco Central de Colombia inflation rate, plus a margin. Non-recourse borrowings in India consist of fixed interest rate U.S. dollar denominated debt.
The composition of non-recourse borrowings is presented in the following table:
| Mar 31, 2019 | Dec 31, 2018 |
| Weighted-average | | | Estimated | Weighted-average | | | Estimated |
| Interest | Term | Carrying | fair | Interest | Term | Carrying | fair |
(MILLIONS EXCEPT AS NOTED) | rate (%) | (years) | value | value | rate (%) | (years) | value | value |
Non-recourse borrowings | | | | | | | | | | | | |
Hydroelectric | 6.1 | 9.1 | $ | 6,376 | $ | 6,728 | 6.1 | 9.2 | $ | 6,318 | $ | 6,517 |
Wind | 4.5 | 10.6 | | 1,889 | | 1,991 | 4.7 | 10.8 | | 1,908 | | 1,951 |
Solar | 5.9 | 6.2 | | 142 | | 142 | 6.0 | 7.1 | | 142 | | 133 |
Storage and other | 4.2 | 4.7 | | 93 | | 97 | 4.1 | 5.0 | | 91 | | 95 |
Total | 5.7 | 9.3 | $ | 8,500 | $ | 8,958 | 5.7 | 9.5 | $ | 8,459 | $ | 8,696 |
Add: Unamortized premiums(1) | | - | | | | | | 1 | | |
Less: Unamortized financing fees(1) | | (75) | | | | | | (76) | | |
Less: Current portion | | (492) | | | | | | (489) | | |
| | | $ | 7,933 | | | | | $ | 7,895 | | |
(1) Unamortized premiums and unamortized financing fees are amortized over the terms of the borrowing.
On February 25, 2019, Brookfield Renewable completed a C$70 million ($53 million) non-recourse financing associated with a 20 MW hydroelectric facility in Ontario. The debt bears an interest rate of 4.13% and matures in 2045.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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8. NON-CONTROLLING INTERESTS
Brookfield Renewable’s non-controlling interests are comprised of the following:
Mar 31 | Dec 31 |
(MILLIONS) | | 2019 | | 2018 |
Participating non-controlling interests - in operating subsidiaries | $ | 8,456 | $ | 8,129 |
General partnership interest in a holding subsidiary held by Brookfield | | 66 | | 66 |
Participating non-controlling interests - in a holding subsidiary - | | | | |
Redeemable/Exchangeable units held by Brookfield | | 3,221 | | 3,252 |
Preferred equity | | 580 | | 568 |
| $ | 12,323 | $ | 12,015 |
On February 24, 2019, Brookfield Renewable completed the sale of an additional 25% non-controlling, indirect interest in a portfolio of select Canadian hydroelectric assets to a consortium of buyers. This sale was for the same price as our initial 25% non-controlling interest sale of this portfolio disclosed in Note 31 of our 2018 annual consolidated financial statements, subject to an adjustment for dividend recapitalization completed in the fourth quarter of 2018. Cash consideration of C$331 million was received from the non-controlling shareholders on February 28, 2019. Upon completion of the sale, Brookfield Renewable recognized a $4 million gain directly in equity.
Subsequent to completion of the sale, Brookfield Renewable has continued to control and operate the assets and maintains a 50% economic interest in the portfolio.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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Participating non-controlling interests – in operating subsidiaries
The net change in participating non-controlling interests – in operating subsidiaries is as follows:
| Brookfield | | | | | | | | | Isagen | Isagen public | | | | |
| Americas | Brookfield | Brookfield | | Canadian | | The | institu- | non-con | | | | |
Infrastructure | Infrastructure | Infrastructure | Hydroelectric | Catalyst | tional | -trolling | | | | |
(MILLIONS) | Fund | Fund II | Fund III | | Portfolio | Group | investors | interests | Other | Total |
As at December 31, 2017 | $ | 850 | $ | 1,682 | $ | 1,852 | $ | - | $ | 134 | $ | 1,701 | $ | 9 | $ | 70 | $ | 6,298 |
Net income | | 1 | | 9 | | 86 | | 4 | | 14 | | 174 | | 1 | | 8 | | 297 |
OCI | | 66 | | 298 | | 805 | | (11) | | (18) | | 504 | | 5 | | 58 | | 1,707 |
Capital contributions | | - | | 9 | | 5 | | 293 | | - | | - | | - | | - | | 307 |
Acquisition | | - | | - | | - | | - | | - | | - | | - | | 21 | | 21 |
Distributions | | (17) | | (81) | | (276) | | - | | (6) | | (167) | | - | | (6) | | (553) |
Other | | - | | 12 | | (3) | | (10) | | - | | - | | - | | 53 | | 52 |
As at December 31, 2018 | $ | 900 | $ | 1,929 | $ | 2,469 | $ | 276 | $ | 124 | $ | 2,212 | $ | 15 | $ | 204 | $ | 8,129 |
Net income | | 5 | | 8 | | 23 | | 4 | | 7 | | 44 | | - | | 3 | | 94 |
OCI | | (1) | | - | | 28 | | 2 | | - | | 53 | | - | | 1 | | 83 |
Capital contributions | | - | | - | | 1 | | 287 | | - | | - | | - | | - | | 288 |
Acquisition | | - | | - | | (21) | | - | | - | | - | | - | | 21 | | - |
Distributions | | (2) | | (26) | | (46) | | (1) | | - | | (51) | | - | | (8) | | (134) |
Other | | - | | - | | - | | (4) | | - | | - | | - | | - | | (4) |
As at March 31, 2019 | $ | 902 | $ | 1,911 | $ | 2,454 | $ | 564 | $ | 131 | $ | 2,258 | $ | 15 | $ | 221 | $ | 8,456 |
Interests held by third parties | | 75-80% | | 43-60% | | 23-71% | | 50% | | 25% | | 53% | | 0.5% | 20-50% | | - |
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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General partnership interest in a holding subsidiary held by Brookfield and Participating non-controlling interests – in a holding subsidiary - Redeemable/Exchangeable units held by Brookfield
Brookfield, as the owner of the 1% general partnership interest in BRELP held by Brookfield (“GP interest”), is entitled to regular distributions plus an incentive distribution based on the amount by which quarterly distributions exceed specified target levels. To the extent that LP Unit distributions exceed $0.375 per LP Unit per quarter, the incentive is 15% of distributions above this threshold. To the extent that quarterly LP Unit distributions exceed $0.4225 per LP Unit, the incentive distribution is equal to 25% of distributions above this threshold.
As at March 31, 2019, general partnership units and Redeemable/Exchangeable partnership units outstanding were 2,651,506 (December 31, 2018: 2,651,506) and 129,658,623 (December 31, 2018: 129,658,623), respectively.
Distributions
The composition of the distributions are presented in the following table:
(MILLIONS) | | 2019 | | 2018 |
General partnership interest in a holding | | | | |
subsidiary held by Brookfield | $ | 2 | $ | 1 |
Incentive distribution | | 13 | | 11 |
| $ | 15 | $ | 12 |
| | | | |
Participating non-controlling interests - in a | | | | |
holding subsidiary - Redeemable/ | | | | |
Exchangeable units held by Brookfield | $ | 68 | $ | 64 |
| $ | 83 | $ | 76 |
Preferred equity
Brookfield Renewable’s preferred equity consists of Class A Preference Shares of Brookfield Renewable Power Preferred Equity Inc. (“BRP Equity”) as follows:
| | | Earliest | Dividends declared for | | | | |
| | Cumulative | permitted | the three months ended | Carrying value as at |
(MILLIONS, EXCEPT | Shares | dividend | redemption | March 31 | Mar 31 | Dec 31 |
AS NOTED) | outstanding | rate (%) | date | 2019 | 2018 | 2019 | 2018 |
Series 1 (C$136) | 5.45 | 3.36 | Apr 2020 | $ | 1 | $ | 1 | $ | 102 | $ | 100 |
Series 2 (C$113)(1) | 4.51 | 4.27 | Apr 2020 | | 1 | | 1 | | 84 | | 83 |
Series 3 (C$249) | 9.96 | 4.40 | Jul 2019 | | 2 | | 2 | | 186 | | 182 |
Series 5 (C$103) | 4.11 | 5.00 | Apr 2018 | | 1 | | 1 | | 77 | | 75 |
Series 6 (C$175) | 7.00 | 5.00 | Jul 2018 | | 1 | | 2 | | 131 | | 128 |
| 31.03 | | | $ | 6 | $ | 7 | $ | 580 | $ | 568 |
(1) Dividend rate represents annualized distribution based on the most recent quarterly floating rate.
The Class A Preference Shares do not have a fixed maturity date and are not redeemable at the option of the holders. As at March 31, 2019, none of the issued Class A Preference Shares have been redeemed by BRP Equity.
Class A Preference Shares – Normal Course Issuer Bid
In June 2018, the TSX accepted notice of BRP Equity’s intention to renew the normal course issuer bid in connection with its outstanding Class A Preference Shares for another year to June 26, 2019, or earlier should the repurchases be completed prior to such date. Under this normal course issuer bid, it is
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
Page 26
permitted to repurchase up to 10% of the total public float for each respective series of the Class A Preference Shares. Unitholders may receive a copy of the notice, free of charge, by contacting Brookfield Renewable. No shares have been repurchased as of March 31, 2019.
9. PREFERRED LIMITED PARTNERS’ EQUITY
Brookfield Renewable’s preferred limited partners’ equity comprises of Class A Preferred Units as follows:
| | | Earliest | Distributions declared for | | | | |
| | Cumulative | permitted | the three months ended | Carrying value as at |
(MILLIONS, EXCEPT | Shares | distribution | redemption | March 31 | Mar 31 | Dec 31 |
AS NOTED) | outstanding | rate (%) | date | 2019 | 2018 | 2019 | 2018 |
Series 5 (C$72) | 2.89 | 5.59 | Apr 2018 | $ | 1 | $ | 1 | $ | 49 | $ | 49 |
Series 7 (C$175) | 7.00 | 5.50 | Jan 2021 | | 2 | | 2 | | 128 | | 128 |
Series 9 (C$200) | 8.00 | 5.75 | Jul 2021 | | 2 | | 2 | | 147 | | 147 |
Series 11 (C$250) | 10.00 | 5.00 | Apr 2022 | | 2 | | 2 | | 187 | | 187 |
Series 13 (C$250) | 10.00 | 5.00 | Apr 2023 | | 2 | | 2 | | 196 | | 196 |
Series 15 (C$175) | 7.00 | 5.75 | Apr 2024 | | 1 | | - | | 126 | | - |
| 44.89 | | | $ | 10 | $ | 9 | $ | 833 | $ | 707 |
On March 11, 2019, Brookfield Renewable issued 7,000,000 Class A Preferred Limited Partnership Units, Series 15 (the “Series 15 Preferred Units”) at a price of C$25 per unit for gross proceeds of C$175 million ($131 million). Brookfield Renewable incurred C$6 million ($5 million) in related transaction costs inclusive of fees paid to underwriters. The holders of the Series 15 Preferred Units are entitled to receive a cumulative quarterly fixed distribution yielding 5.75% for the initial period ending April 30, 2024. Thereafter, the distribution rate will be reset every five years at a rate equal to the greater of: (i) the 5-year Government of Canada bond yield plus 3.94%, and (ii) 5.75%.
The holders of the Series 15 Preferred Units will have the right, at their option, to convert their Series 15 Preferred Units into Class A Preferred Limited Partnership Units, Series 16 (the “Series 16 Preferred Units”), subject to certain conditions, on April 30, 2024 and on April 30 every five years thereafter. The holders of Series 16 Preferred Units will be entitled to receive floating rate cumulative preferential cash distributions equal to the sum of the three month Government of Canada Treasury Bill rate plus 3.94%.
As at March 31, 2019, none of the Class A, Series 5 Preferred Limited Partnership Units have been redeemed.
10. LIMITED PARTNERS’ EQUITY
Limited partners’ equity
As at March 31, 2019, 178,851,703 LP Units were outstanding (December 31, 2018: 178,821,204) including 56,068,944 (December 31, 2018: 56,068,944) held by Brookfield. Brookfield owns all general partnership interests in Brookfield Renewable representing a 0.01% interest.
During the three months ended March 31, 2019, 50,499 LP Units (2018: 84,629 LP Units) were issued under the distribution reinvestment plan at a total cost of $2 million (2018: $3 million).
As at March 31, 2019, Brookfield Asset Management’s direct and indirect interest of 185,727,567 LP Units and Redeemable/Exchangeable partnership units represents approximately 60% of Brookfield Renewable on a fully-exchanged basis and the remaining approximate 40% is held by public investors.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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On an unexchanged basis, Brookfield holds a 31% direct limited partnership interest in Brookfield Renewable, a 42% direct interest in BRELP through the ownership of Redeemable/Exchangeable partnership units and a direct 1% GP interest in BRELP as at March 31, 2019.
In December 2018, Brookfield Renewable renewed its normal course issuer bid in connection with its LP Units. Under this normal course issuer bid Brookfield Renewable is permitted to repurchase up to 8.9 million LP Units, representing approximately 5% of the issued and outstanding LP Units, for capital management purposes. The bid will expire on December 30, 2019, or earlier should Brookfield Renewable complete its repurchases prior to such date. During the three months ended March 31, 2019, Brookfield Renewable repurchased and cancelled 20,000 LP Units (2018: 8,700 LP Units) at a total cost of $1 million (2018: less than $1 million).
Distributions
The composition of the distributions is presented in the following table:
| Three months ended Mar 31 |
(MILLIONS) | | 2019 | | 2018 |
Brookfield | $ | 29 | $ | 28 |
External LP Unitholders | | 64 | | 62 |
| $ | 93 | $ | 90 |
In February 2019, unitholder distributions were increased to $2.06 per LP Unit on an annualized basis, an increase of $0.10 per LP Unit, which took effect with the distribution payable in March 2019.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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11. EQUITY-ACCOUNTED INVESTMENTS
The following table outlines the changes in Brookfield Renewable’s equity-accounted investments for the three months ended March 31, 2019:
(MILLIONS) | | |
Opening balance | $ | 1,569 |
Share of net income | | 32 |
Share of other comprehensive income | | 6 |
Dividends received | | (14) |
Foreign exchange translation and other | | 8 |
Ending balance | $ | 1,601 |
The following table summarizes gross revenues and net income of equity-accounted investments in aggregate:
| Three months ended March 31 |
(MILLIONS) | 2019 | 2018 |
Revenue | $ | 359 | $ | 225 |
Net income (loss) | | 110 | | (32) |
Share of net income(1) | | 32 | | - |
(1) Brookfield Renewable’s ownership interest in these entities ranges from 14% to 50%.
The following table summarizes gross assets and liabilities of equity-accounted investments in aggregate at 100% to Brookfield Renewable:
| | Mar 31 | | Dec 31 |
(MILLIONS) | 2019 | | 2018 |
Current assets | $ | 702 | $ | 682 |
Property, plant and equipment | | 12,138 | | 11,999 |
Other assets | | 663 | | 608 |
Current liabilities | | 844 | | 1,080 |
Non-recourse borrowings | | 6,263 | | 6,078 |
Other liabilities | | 1,408 | | 1,197 |
12. CASH AND CASH EQUIVALENTS
Brookfield Renewable’s cash and cash equivalents are as follows:
| | Mar 31 | | Dec 31 |
(MILLIONS) | | 2019 | | 2018 |
Cash | $ | 147 | $ | 127 |
Short-term deposits | | 30 | | 46 |
| $ | 177 | $ | 173 |
13. RESTRICTED CASH
Brookfield Renewable’s restricted cash is as follows:
| | Mar 31 | | Dec 31 |
(MILLIONS) | | 2019 | | 2018 |
Operations | $ | 179 | $ | 119 |
Credit obligations | | 72 | | 60 |
Capital expenditures and development projects | | 1 | | 2 |
Total | | 252 | | 181 |
Less: non-current | | (44) | | (45) |
Current | $ | 208 | $ | 136 |
14. TRADE RECEIVABLES AND OTHER CURRENT ASSETS
Brookfield Renewable’s trade receivables and other current assets are as follows:
| | Mar 31 | | Dec 31 |
(MILLIONS) | | 2019 | | 2018 |
Trade receivables | $ | 370 | $ | 339 |
Prepaids and others | | 103 | | 114 |
Other short-term receivables | | 99 | | 109 |
Current portion of contract asset | | 33 | | 45 |
| $ | 605 | $ | 607 |
Brookfield Renewable receives payment monthly for invoiced PPA revenue and has no significant aged receivables as of the reporting date. Receivables from contracts with customers are reflected in Trade receivables. There are no other significant contract asset or liability balances related to contracted revenue.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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15. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Brookfield Renewable’s accounts payable and accrued liabilities are as follows:
| | Mar 31 | | Dec 31 |
(MILLIONS) | | 2019 | | 2018 |
Operating accrued liabilities | $ | 245 | $ | 263 |
Accounts payable | | 67 | | 76 |
Interest payable on corporate and non-recourse borrowings | | 96 | | 76 |
Deferred consideration | | 30 | | 30 |
LP Unitholders’ distributions, preferred limited partnership unit | | | | |
distributions and preferred dividends payable(1) | | 32 | | 30 |
Other | | 62 | | 58 |
| $ | 532 | $ | 533 |
(1) Includes amounts payable only to external LP Unitholders. Amounts payable to Brookfield are included in due to related parties.
16. COMMITMENTS, CONTINGENCIES AND GUARANTEES
Commitments
In the course of its operations, Brookfield Renewable and its subsidiaries have entered into agreements for the use of water, land and dams. Payment under those agreements varies with the amount of power generated. The various agreements can be renewed and are extendable up to 2091.
Brookfield Renewable entered into an agreement to invest C$750 million in TransAlta Corporation (“TransAlta”) through the purchase of exchangeable securities. The securities are convertible into an up to 49% interest in TransAlta’s 813 MW hydroelectric portfolio in Alberta, Canada. The conversion, which may occur at our option after December 31, 2024, would be effected at a value based on a multiple of the future EBITDA of the hydroelectric portfolio. The investment is in two tranches, with C$350 million funded at the initial closing, which occurred May 1, 2019, and C$400 million in October 2020. We also agreed, subject to certain terms and conditions, to increase our ownership of TransAlta common shares to 9%. This investment is expected to be made with our institutional partners, with Brookfield Renewable expected to hold a 25% interest.
Contingencies
Brookfield Renewable and its subsidiaries are subject to various legal proceedings, arbitrations and actions arising in the normal course of business. While the final outcome of such legal proceedings and actions cannot be predicted with certainty, it is the opinion of management that the resolution of such proceedings and actions will not have a material impact on Brookfield Renewable’s consolidated financial position or results of operations.
Brookfield Renewable, along with institutional investors, has provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance as it relates to interests in the Brookfield Americas Infrastructure Fund, the Brookfield Infrastructure Fund II, and the Brookfield Infrastructure Fund III. Brookfield Renewable’s subsidiaries have similarly provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
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Letters of credit issued by Brookfield Renewable along with institutional investors and its subsidiaries were as at the following dates:
| Mar 31 | Dec 31 |
(MILLIONS) | | 2019 | 2018 |
Brookfield Renewable along with institutional investors | $ | 52 | $ | 51 |
Brookfield Renewable's subsidiaries | | 336 | | 338 |
| $ | 388 | $ | 389 |
Guarantees
In the normal course of operations, Brookfield Renewable and its subsidiaries execute agreements that provide for indemnification and guarantees to third-parties of transactions such as business dispositions, capital project purchases, business acquisitions, and sales and purchases of assets and services. Brookfield Renewable has also agreed to indemnify its directors and certain of its officers and employees. The nature of substantially all of the indemnification undertakings prevents Brookfield Renewable from making a reasonable estimate of the maximum potential amount that Brookfield Renewable could be required to pay third parties as the agreements do not always specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, neither Brookfield Renewable nor its subsidiaries have made material payments under such indemnification agreements.
17. RELATED PARTY TRANSACTIONS
Brookfield Renewable’s related party transactions are recorded at the exchange amount. Brookfield Renewable’s related party transactions are primarily with Brookfield.
Brookfield Asset Management has provided a $400 million committed unsecured revolving credit facility maturing in December 2019 and the interest rate applicable on the draws is LIBOR plus up to 2%. During the first quarter of 2019 there were no draws on the committed unsecured revolving credit facility provided by Brookfield Asset Management. Brookfield Asset Management placed funds on deposit with Brookfield Renewable during the first quarter of 2019 in the amount of $600 million, of which $245 million was repaid. The interest expense on the deposit for the three months ended March 31, 2019 totaled $3 million (2018: $3 million). Subsequent to March 31, 2019, Brookfield Renewable repaid the outstanding $355 million funds on deposit from Brookfield Asset Management.
Brookfield Renewable Partners L.P. Interim Report March 31, 2019
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The following table reflects the related party agreements and transactions in the interim consolidated statements of income for the three months ended March 31:
(MILLIONS) | | 2019 | | 2018 |
Revenues | | | | |
Power purchase and revenue agreements | $ | 159 | $ | 140 |
Wind levelization agreement | | 1 | | 1 |
| $ | 160 | $ | 141 |
Direct operating costs | | | | |
Energy purchases | $ | (3) | $ | (2) |
Energy marketing fee | | (6) | | (6) |
Insurance services(1) | | (7) | | (6) |
| $ | (16) | $ | (14) |
Interest expense - borrowings | $ | (3) | $ | (2) |
Management service costs | $ | (21) | $ | (21) |
(1) Insurance services are paid to a subsidiary of Brookfield Asset Management that contracts external insurance providers on behalf of Brookfield Renewable. The fees paid to the subsidiary of Brookfield Asset Management for the three months ended March 31, 2019 were less than $1 million (2018: less than $1 million)
18. SUBSIDIARY PUBLIC ISSUERS
The following tables provide consolidated summary financial information for Brookfield Renewable, BRP Equity, and Finco:
| | | | | | | | | | | | | Brookfield |
| Brookfield | BRP | | Holding | Other | Consolidating | Renewable |
(MILLIONS) | Renewable(1) | Equity | Finco | Entities(1)(2) | Subsidiaries(1)(3) | adjustments(4) | consolidated |
As at March 31, 2019: | | | | | | | | | | | | | | |
Current assets | $ | 34 | $ | 397 | $ | 1,670 | $ | 94 | $ | 3,822 | $ | (4,011) | $ | 2,006 |
Long-term assets | | 5,292 | | 244 | | - | | 24,309 | | 32,762 | | (30,132) | | 32,475 |
Current liabilities | | 40 | | 7 | | 22 | | 3,918 | | 2,076 | | (4,011) | | 2,052 |
Long-term liabilities | | - | | - | | 1,642 | | 115 | | 13,720 | | (646) | | 14,831 |
Participating non-controlling | | | | | | | | | | | | | | |
interests - in operating | | | | | | | | | | | | | | |
subsidiaries | | - | | - | | - | | - | | 8,456 | | - | | 8,456 |
Participating non-controlling | | | | | | | | | | | | | | |
interests -in a holding subsidiary | | | | | | | | | | | | | | |
- Redeemable/Exchangeable | | | | | | | | | | | | | | |
units held by Brookfield | | - | | - | | - | | 3,221 | | - | | - | | 3,221 |
Preferred equity | | - | | 580 | | - | | - | | - | | - | | 580 |
Preferred limited partners' equity | | 833 | | - | | - | | 844 | | - | | (844) | | 833 |
As at December 31, 2018: | | | | | | | | | | | | | | |
Current assets | $ | 32 | $ | 389 | $ | 1,631 | $ | 93 | $ | 3,639 | $ | (3,823) | $ | 1,961 |
Long-term assets | | 5,208 | | 239 | | 1 | | 24,078 | | 32,433 | | (29,817) | | 32,142 |
Current liabilities | | 38 | | 6 | | 21 | | 3,096 | | 2,351 | | (3,823) | | 1,689 |
Long-term liabilities | | - | | - | | 1,607 | | 798 | | 13,445 | | (642) | | 15,208 |
Participating non-controlling | | | | | | | | | | | | | | |
interests - in operating | | | | | | | | | | | | | | |
subsidiaries | | - | | - | | - | | - | | 8,129 | | - | | 8,129 |
Participating non-controlling | | | | | | | | | | | | | | |
interests -in a holding subsidiary | | | | | | | | | | | | | | |
- Redeemable/Exchangeable | | | | | | | | | | | | | | |
units held by Brookfield | | - | | - | | - | | 3,252 | | - | | - | | 3,252 |
Preferred equity | | - | | 568 | | - | | - | | - | | - | | 568 |
Preferred limited partners' equity | | 707 | | - | | - | | 718 | | - | | (718) | | 707 |
(1) Includes investments in subsidiaries under the equity method.
(2) Includes BRELP, BRP Bermuda Holdings I Limited, Brookfield BRP Holdings (Canada) Inc. and Brookfield BRP Europe Holdings Limited, together the “Holding Entities”.
(3) Includes subsidiaries of Brookfield Renewable, other than BRP Equity, Finco and the Holding Entities.
(4) Includes elimination of intercompany transactions and balances necessary to present Brookfield Renewable on a consolidated basis.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
Page 33
| | | | | | | | | | | | | Brookfield |
| Brookfield | BRP | | Holding | Other | Consolidating | Renewable |
(MILLIONS) | Renewable(1) | Equity | Finco | Entities(1)(2) | Subsidiaries(1)(3) | adjustments(4) | consolidated |
For the three months ended | | | | | | | | | | | | | | |
March 31, 2019 | | | | | | | | | | | | | | |
Revenues | $ | - | $ | - | $ | - | $ | (1) | $ | 826 | $ | - | $ | 825 |
Net income (loss) | | 35 | | - | | 2 | | 11 | | 105 | | - | | 153 |
For the three months ended | | | | | | | | | | | | | | |
March 31, 2018 | | | | | | | | | | | | | | |
Revenues | $ | - | $ | - | $ | - | $ | - | $ | 793 | $ | - | $ | 793 |
Net income (loss) | | 14 | | 4 | | - | | (9) | | 106 | | (35) | | 80 |
(1) Includes investments in subsidiaries under the equity method.
(2) Includes the Holding Entities.
(3) Includes subsidiaries of Brookfield Renewable, other than BRP Equity, Finco, and the Holding Entities.
(4) Includes elimination of intercompany transactions and balances necessary to present Brookfield Renewable on a consolidated basis.
See Note 7 – Borrowings for additional details regarding the medium-term corporate notes issued by Finco. See Note 8 – Non-controlling interests for additional details regarding Class A Preference Shares issued by BRP Equity.
19. SUBSEQUENT EVENTS
Brookfield Renewable entered into an agreement to acquire two wind farms in India totalling 210 MW for $70 million, subject to customary closing conditions. This investment is expected to be made with our institutional partners, with Brookfield Renewable expected to hold a 25% interest.
Brookfield Renewable Partners L.P. Q1 2019 Interim Consolidated Financial Statements and Notes
Page 34
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