Management’s Discussion and Analysis for | ||
the three and nine months ended September 30, 2021 |
The following Management’s Discussion and Analysis (“MD&A”) for the three and nine months ended September 30, 2021 is provided as of November 8, 2021. Unless the context indicates or requires otherwise, the terms, “we”, “us”, and “our company” mean BEPC and its controlled entities. BEPC is an indirect controlled subsidiary of Brookfield Renewable Partners L.P. ("BEP", or collectively with its subsidiaries, including our company, "Brookfield Renewable")(NYSE: BEP; TSX:BEP.UN). Unless the context indicates or requires otherwise, the "partnership" means Brookfield Renewable and its controlled subsidiaries, excluding our company. The ultimate parent of Brookfield Renewable and Brookfield Renewable Corporation 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 this Management’s Discussion and Analysis.
In addition to historical information, this MD&A contains forward-looking statements. Readers are cautioned that these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. See “Cautionary Statements Regarding Forward-Looking Statements”.
BEPC’s unaudited interim consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), which require estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as at the date of the financial statements and the amounts of revenue and expense during the reporting periods.
References to $, C$, €, R$, and COP are to United States (“U.S.”) dollars, Canadian dollars, Euros, Brazilian reais and Colombian pesos, respectively. Unless otherwise indicated, all dollar amounts are expressed in U.S. dollars.
For a description on our operational and segmented information and for the non-IFRS financial measures we use to explain our financial results see “Part 8 – Presentation to Stakeholders and Performance Measurement”. For a reconciliation of the non-IFRS financial measures to the most comparable IFRS financial measures, see “Part 4 – Financial Performance Review on Proportionate Information – Reconciliation of non-IFRS measures”. This Management’s Discussion and Analysis contains forward-looking information within the meaning of U.S. and Canadian securities laws. Refer to – “Part 9 – Cautionary Statements” for cautionary statements regarding forward-looking statements and the use of non-IFRS measures. Our Annual Report and additional information filed with the Securities Exchange Commission (“SEC”) and with securities regulators in Canada are available on our website (https://bep.brookfield.com), on the SEC’s website (www.sec.gov/edgar.shtml), or on SEDAR (www.sedar.com).
Part 1 – Overview | Part 5 – Liquidity and Capital Resources Continued | |||||||||||||
Consolidated statements of cash flows | ||||||||||||||
Part 2 – Financial Performance Review on Consolidated Information | Shares and units outstanding | |||||||||||||
Contractual obligations | ||||||||||||||
Off-statement of financial position arrangements | ||||||||||||||
Part 3 – Additional Consolidated Financial Information | ||||||||||||||
Summary consolidated statements of financial position | Part 6 – Selected Quarterly Information | |||||||||||||
Related party transactions | ||||||||||||||
Part 7 – Critical Estimates, Accounting Policies, and Internal Controls | ||||||||||||||
Part 4 – Financial Performance Review on Proportionate Information | ||||||||||||||
Part 8 – Presentation to Stakeholders and Performance Measurement | ||||||||||||||
Proportionate results for the three months ended September 30 | ||||||||||||||
Reconciliation of non-IFRS measures | Part 9 – Cautionary Statements | |||||||||||||
Part 5 – Liquidity and Capital Resources | ||||||||||||||
Available liquidity | ||||||||||||||
Dividend policy | ||||||||||||||
Borrowings | ||||||||||||||
Capital expenditure |
PART 1 – OVERVIEW
BUSINESS OVERVIEW
BEPC is a Canadian corporation incorporated on September 9, 2019 under the laws of British Columbia. Our company was established by Brookfield Renewable to be an alternative investment vehicle for investors who prefer owning securities through a corporate structure. While our operations are primarily located in the United States, Brazil, Colombia, and Europe, shareholders will, on economic terms, have exposure to all regions BEP operates in as a result of the exchange feature attaching to the Class A exchangeable subordinate voting shares ("BEPC exchangeable shares"), whereby BEPC will have the option to meet an exchange request by delivering cash or non-voting limited partnership units of BEP (“LP units”).
The BEPC exchangeable shares of our company are structured with the intention of being economically equivalent to the LP units. We believe economic equivalence is achieved through identical dividends and distributions on the BEPC exchangeable shares and the LP units and each BEPC exchangeable share being exchangeable at the option of the holder for one LP unit at any time. Given the economic equivalence, we expect that the market price of the BEPC exchangeable shares will be significantly impacted by the market price of the LP units and the combined business performance of our company and Brookfield Renewable as a whole. In addition to carefully considering the disclosure made in this document, shareholders are strongly encouraged to carefully review the partnership’s periodic reporting. The partnership is required to file reports, including annual reports on Form 20-F, and other information with the United States Securities and Exchange Commission (the “SEC”). The partnership’s SEC filings are available to the public from the SEC’s website at http://www.sec.gov. Copies of documents that have been filed with the Canadian securities authorities can be obtained at www.sedar.com. Information about the partnership, including its SEC filings, is also available on its website at https://bep.brookfield.com. The information found on, or accessible through, https://bep.brookfield.com is not incorporated into and does not form a part of this MD&A.
Our company, our subsidiaries and Brookfield Renewable, target a total return of 12% to 15% per annum on the renewable assets that it owns, measured over the long term. Our group intends to generate this return from the in-place cash flows from our operations plus growth through investments in upgrades and expansions of our asset base, as well as acquisitions. The partnership determines its distributions based primarily on an assessment of our operating performance. Our group uses Funds From Operations (“FFO”) to assess operating performance and can be used on a per unit basis as a proxy for future distribution growth over the long-term. For further details, see the “Performance Disclosures” section of this MD&A.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 1 |
PART 2 – FINANCIAL PERFORMANCE REVIEW ON CONSOLIDATED INFORMATION
The following table reflects key financial data for the three and nine months ended September 30:
Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
(MILLIONS, EXCEPT AS NOTED) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
Revenues | $ | 806 | $ | 724 | $ | 2,462 | $ | 2,341 | |||||||||||||||
Direct operating costs | (254) | (238) | (841) | (781) | |||||||||||||||||||
Management service costs | (45) | (41) | (147) | (106) | |||||||||||||||||||
Interest expense | (231) | (230) | (671) | (587) | |||||||||||||||||||
Depreciation | (269) | (293) | (834) | (806) | |||||||||||||||||||
Remeasurement of BEPC exchangeable and BEPC class B shares | 286 | (1,163) | 1,074 | (1,163) | |||||||||||||||||||
Income tax recovery (expense) | (165) | 5 | (177) | (58) | |||||||||||||||||||
Net income | $ | 153 | $ | (1,297) | $ | 750 | $ | (1,187) | |||||||||||||||
Average FX rates to USD | |||||||||||||||||||||||
€ | 0.85 | 0.86 | 0.84 | 0.89 | |||||||||||||||||||
R$ | 5.23 | 5.38 | 5.33 | 5.08 | |||||||||||||||||||
COP | 3,844 | 3,730 | 3,696 | 3,703 |
Variance Analysis For The Three Months Ended September 30, 2021
Revenues totaling $806 million represents an increase of $82 million over the same period in the prior year. Recently acquired and commissioned facilities contributed 151 GWh of generation and $11 million to revenue which was partially offset by recently completed asset sales that reduced generation by 67 GWh and revenue by $8 million. On a same store basis, revenue increased by $79 million due to the benefit from higher generation, primarily at our hydroelectric facilities in the United States and higher realized revenue per MWh across most markets primarily due to inflation escalation and recontracting initiatives.
Direct operating costs totaling $254 million represents an increase of $16 million over the same period in the prior year as the benefits from cost-saving initiatives across our business and recently completed asset sales were more than offset by additional costs from our recently acquired and commissioned facilities and higher power purchases which are passed through to our customers.
Management service costs totaling $45 million represents an increase of $4 million over the same period in the prior year due to the growth of our business.
Interest expense totaling $231 million represents an increase of $1 million over the same period in the prior year primarily due to growth in our portfolio, partially offset by the benefit of recent refinancing activities that reduced our average cost of borrowing.
Remeasurement of BEPC exchangeable shares resulted in a $286 million gain due to the movement in the LP unit price during the period.
Depreciation expense totaling $269 million represents an decrease of $24 million over the same period in the prior year primarily due to the growth of our business more than offset by the recently completed asset sales.
Income tax expense totaling $165 million represents an increase of $170 million over the same period in the prior year due to a new tax legislation that was passed during the quarter that impacted deferred taxes at our Colombian business.
Net income totaling $153 million represents an increase of $1,450 million over the same period in the prior year due to the above noted items.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 2 |
Variance Analysis For The Nine Months Ended September 30, 2021
Revenues totaling $2,462 million represents an increase of $121 million over the same period in the prior year. Recently acquired and commissioned facilities contributed 234 GWh of generation and $19 million to revenue which was partially offset by recently completed asset sales that reduced generation by 67 GWh and revenue by $8 million. On a same store, local currency basis, revenue increased by $99 million as the benefit from higher realized revenue per MWh across most markets, on the back of inflation escalation and recontracting initiatives and higher market prices realized on generation from our wind assets in Texas during the winter storm in the first quarter of 2021, which contributed $52 million, was partially offset by lower generation primarily at our hydroelectric facilities in the United States.
The weakening of the U.S. dollar relative to the same period in the prior year across most of the currencies increased revenue by $11 million, which was partially offset by $7 million unfavorable foreign exchange impact on our operating and interest expense for the year.
Direct operating costs totaling $761 million, excluding the impact of the Texas winter storm, represents a decrease of $20 million over the same period in the prior year as the benefits from cost-saving initiatives across our business and recently completed asset sales were partially offset by additional costs from our recently acquired and commissioned facilities and the impact of foreign exchange movements noted above.
Direct operating costs relating to the Texas winter storm event totaled $80 million which reflect the cost of acquiring energy to cover our contractual obligations for our wind assets that were not generating during the period due to freezing conditions, net of hedging initiatives. The total consolidated impact of the Texas winter storm, net of the $52 million of revenues noted above, amounted to a $28 million loss, of which our company’s share was not material.
Management service costs totaling $147 million represents an increase of $41 million over the same period in the prior year due to the growth of our business.
Interest expense totaling $671 million represents an increase of $84 million over the same period in the prior year primarily due to the accrual of dividends on BEPC exchangeable shares issued in July 2020 that are classified as liabilities under IFRS standards, a 5% increase in our quarterly dividend, and the impact of foreign exchange movements noted above, partially offset by the benefit of recent refinancing activities that reduced our average cost of borrowing.
Remeasurement of BEPC exchangeable shares resulted in a $1,074 million gain due to the movement in the LP unit price during the period.
Depreciation expense totaling $834 million represents an increase of $28 million over the same period in the prior year due to the growth of our business and the impact of foreign exchange movements.
Income tax expense totaling $177 million represents an increase of $119 million over the same period in the prior year due to a new tax legislation that was passed during the period that impacted deferred taxes at our Colombian business.
Net income totaling $750 million represents an increase of $1,937 million compared to the same period in the prior year due to the above noted items.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 3 |
PART 3 – ADDITIONAL CONSOLIDATED FINANCIAL INFORMATION
SUMMARY CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
The following table provides a summary of the key line items on the unaudited interim consolidated statements of financial position:
(MILLIONS) | September 30, 2021 | December 31, 2020 | |||||||||
Current assets | $ | 2,365 | $ | 1,584 | |||||||
Equity-accounted investments | 372 | 372 | |||||||||
Property, plant and equipment, at fair value | 33,660 | 36,097 | |||||||||
Total assets | 37,762 | 39,473 | |||||||||
Non-recourse borrowings | 13,055 | 12,822 | |||||||||
Deferred income tax liabilities | 4,247 | 4,200 | |||||||||
BEPC exchangeable shares and class B shares | 6,356 | 7,430 | |||||||||
Total equity in net asset | 10,906 | 11,725 | |||||||||
Total liabilities and equity | 37,762 | 39,473 | |||||||||
Spot FX rates to USD | |||||||||||
€ | 0.86 | 0.82 | |||||||||
R$ | 5.44 | 5.20 | |||||||||
COP | 3,835 | 3,432 |
Property, plant and equipment
Property, plant and equipment totaled $33.7 billion as at September 30, 2021 compared to $36.1 billion as at December 31, 2020. The $2.4 billion decrease was primarily attributable to the sale of 391 MW wind portfolio in the United States, decreasing property, plant and equipment by $1.0 billion, the impact of foreign exchange due to the weakening of the United States dollar of $1.2 billion, and depreciation expense associated with property, plant and equipment of $0.8 billion. The decrease was partially offset by our continued investments in the development of power generating assets and our sustaining capital expenditure that increased property, plant and equipment by $0.6 billion.
RELATED PARTY TRANSACTIONS
Our company’s related party transactions are in the normal course of business, are recorded at the exchange amount, and are primarily with the partnership and Brookfield.
Brookfield has provided a $400 million committed unsecured revolving credit facility maturing in December 2021 and the draws bear interest at an applicable interest rate plus up to 1.8%. During the current period, there were no draws on the committed unsecured revolving credit facility provided by Brookfield. Brookfield may from time to time place funds on deposit with the company which are repayable on demand including any interest accrued. There were nil funds placed on deposit with the company as at September 30, 2021 (December 31, 2020: nil).
Since inception, our parent company has had a Master Services Agreement with Brookfield. The Master Services Agreement was amended in connection with the completion of the special distribution to include, among other things, our company as a service recipient.
Our company sells electricity to Brookfield through a single long-term power purchase agreement across our company’s New York hydroelectric facilities.
In 2011, on formation of Brookfield Renewable, Brookfield transferred certain development projects to subsidiaries of our company for no upfront consideration but is entitled to receive variable consideration on commercial operation or sale of these projects. These projects have been transferred to our company as part of the special distribution.
Our company participates with institutional investors in Brookfield Americas Infrastructure Fund, Brookfield Infrastructure Fund II, Brookfield Infrastructure Fund III, Brookfield Infrastructure Fund IV, Brookfield Infrastructure
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 4 |
Debt Fund and Brookfield Global Transition Fund (“Private Funds”), each of which is a Brookfield sponsored fund, and in connection therewith, our company, together with our institutional investors, has access to short-term financing using the Private Funds’ credit facilities.
From time to time, in order to facilitate investment activities in a timely and efficient manner, our company will fund deposits or incur other costs and expenses (including by use of loan facilities to consummate, support, guarantee or issue letters of credit) in respect of an investment that ultimately will be shared with or made entirely by Brookfield sponsored vehicles, consortiums and/or partnerships (including private funds, joint ventures and similar arrangements), our company, or by co-investors.
Energy Marketing Internalization
In the first quarter of 2021, our company and the partnership entered into an agreement to fully internalize all energy marketing capabilities in North America into our company. The agreement provides for the transfer for the partnership's Power Agency Agreements and related party power purchase agreements relating to certain power facilities in Maine and New Hampshire held by Great Lakes Holding America ("GLHA"), which are further described below. Certain third-party power purchase agreements will also be transferred to our company as part of the Energy Marketing Internalization of the partnership’s North American energy marketing business.
The agreement became effective on April 1, 2021.
Power Agency Agreements
Certain subsidiaries of our company entered into Power Agency Agreements appointing the partnership as their exclusive agent in respect of the sale of electricity, including the procurement of transmission and other additional services. In addition, the partnership scheduled, dispatched and arranged for transmission of the power produced and the power supplied to third-parties in accordance with prudent industry practice. Pursuant to each Agreement, the partnership was entitled to be reimbursed for any third party costs incurred, and, in certain cases, received an additional fee for its services in connection with the sale of power and for providing the other services.
On closing of the Energy Marketing Internalization, all Power Agency Agreements were transferred by the partnership to our company.
Other Revenue Agreements
Pursuant to a 20-year power purchase agreement, the partnership purchased all energy from several power facilities in Maine and New Hampshire held by GLHA at $37 per MWh. The energy rates were subject to an annual adjustment equal to 20% of the increase in the CPI during the previous year.
Upon closing of the Energy Marketing Internalization, the power purchase agreement with GLHA was transferred to our company.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 5 |
The following table reflects the related party agreements and transactions in the unaudited interim consolidated statements of income (loss) for the three and nine months ended September 30:
Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
(MILLIONS) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
Revenues | |||||||||||||||||||||||
Power purchase and revenue agreements | $ | 25 | $ | 60 | $ | 133 | $ | 285 | |||||||||||||||
Direct operating costs | |||||||||||||||||||||||
Energy purchases(1) | $ | (19) | $ | (2) | $ | (32) | $ | (7) | |||||||||||||||
Energy marketing fee & other services | (13) | (3) | (19) | (7) | |||||||||||||||||||
Insurance services(2) | — | (6) | — | (16) | |||||||||||||||||||
$ | (32) | $ | (11) | $ | (51) | $ | (30) | ||||||||||||||||
Interest expense | |||||||||||||||||||||||
Borrowings | $ | (9) | $ | (1) | $ | (21) | $ | (2) | |||||||||||||||
Management service costs | $ | (45) | $ | (41) | $ | (147) | $ | (106) |
(1)Certain subsidiaries that the company controls, through a voting agreement, have entered into agreements to appoint the partnership as their agent in entering into certain derivative transactions with external counterparties to hedge against fluctuations in power purchase prices. For the three and nine months ended September 30, 2021, the company recognized nil and $62 million gains, respectively (2020: nil) associated with agency arrangement which have been excluded from energy purchases.
(2)Insurance services were paid to a subsidiary of Brookfield Asset Management that brokers external insurance providers on behalf of our company. Beginning 2020, insurance services were paid for directly to external insurance providers. The fees paid to the subsidiary of Brookfield Asset Management for the three and nine months ended September 30, 2020 were nil.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 6 |
PART 4 – FINANCIAL PERFORMANCE REVIEW ON PROPORTIONATE INFORMATION
SEGMENTED DISCLOSURES
Segmented information is prepared on the same basis that our company's chief operating decision maker, which we refer to as "CODM" manages our company, evaluates financial results, and makes key operating decisions. See "Part 8 – Presentation to Stakeholders and Performance Measurement" for information on segments and an explanation on the calculation and relevance of proportionate information.
PROPORTIONATE RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30
The following chart reflects the generation and summary financial figures on a proportionate basis for the three months ended September 30:
(GWh) | (MILLIONS) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Actual Generation | Revenues | Adjusted EBITDA | Funds From Operations | Net Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Hydroelectric | 3,087 | 2,472 | $ | 235 | $ | 174 | $ | 157 | $ | 89 | $ | 118 | $ | 52 | $ | 8 | $ | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Wind | 469 | 477 | 34 | 39 | 48 | 29 | 40 | 18 | 6 | (22) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Solar | 242 | 157 | 48 | 36 | 43 | 31 | 29 | 22 | 9 | 8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Energy transition | 238 | 169 | 35 | 23 | 22 | 11 | 16 | 9 | 9 | (7) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate | — | — | — | — | — | — | (51) | (37) | 182 | (1,277) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 4,036 | 3,275 | $ | 352 | $ | 272 | $ | 270 | $ | 160 | $ | 152 | $ | 64 | $ | 214 | $ | (1,295) |
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 7 |
HYDROELECTRIC OPERATIONS ON PROPORTIONATE BASIS
The following table presents our proportionate results for hydroelectric operations for the three months ended September 30:
(MILLIONS, EXCEPT AS NOTED) | 2021 | 2020 | |||||||||
Generation (GWh) | 3,087 | 2,472 | |||||||||
Revenue | $ | 235 | $ | 174 | |||||||
Other income | 28 | 4 | |||||||||
Direct operating costs | (106) | (89) | |||||||||
Adjusted EBITDA | 157 | 89 | |||||||||
Interest expense | (35) | (32) | |||||||||
Current income taxes | (4) | (5) | |||||||||
Funds From Operations | $ | 118 | $ | 52 | |||||||
Depreciation | (61) | (56) | |||||||||
Deferred taxes and other | (49) | 7 | |||||||||
Net income | $ | 8 | $ | 3 |
Funds From Operations at our hydroelectric business was $118 million versus $52 million in the prior year primarily due to the benefits of higher generation at our hydroelectric assets in the United States and Colombia and higher average revenue per MWh due to the benefit of inflation indexation, recontracting initiatives, and higher market pricing in the United States and Brazil.
Net income attributable to the partnership was $8 million versus $3 million in the prior year as the above noted increase in Funds From Operations was partially offset by a one-time deferred tax expense as a result of tax legislation in Colombia that was passed during the quarter.
WIND OPERATIONS ON PROPORTIONATE BASIS
The following table presents our proportionate results for wind operations for the three months ended September 30:
(MILLIONS, EXCEPT AS NOTED) | 2021 | 2020 | |||||||||
Generation (GWh) | 469 | 477 | |||||||||
Revenue | $ | 34 | $ | 39 | |||||||
Other income | 20 | 1 | |||||||||
Direct operating costs | (6) | (11) | |||||||||
Adjusted EBITDA | 48 | 29 | |||||||||
Interest expense | (8) | (10) | |||||||||
Current income taxes | — | (1) | |||||||||
Funds From Operations | $ | 40 | $ | 18 | |||||||
Depreciation | (23) | (30) | |||||||||
Deferred taxes and other | (11) | (10) | |||||||||
Net income (loss) | $ | 6 | $ | (22) |
Funds From Operations at our wind operations was $40 million versus $18 million in the prior year primarily due to growth from our increased interest in TerraForm Power, net of asset sales ($1 million and 28 GWh) and a gain on the sale of development assets in the United States. On a same store basis, Fund From Operation was consistent with the prior year as the benefit of higher average revenue per MWh due to generation mix in higher priced markets was offset by lower resource.
Net income attributable to the partnership was $6 million versus net loss of $22 million in the prior year due the above noted increase in Funds From Operations and lower non-cash depreciation as a result of the asset sales.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 8 |
SOLAR OPERATIONS ON PROPORTIONATE BASIS
The following table presents our proportionate results for solar operations for the three months ended September 30:
(MILLIONS, EXCEPT AS NOTED) | 2021 | 2020 | ||||||
Generation (GWh) – actual | 242 | 157 | ||||||
Revenue | $ | 48 | $ | 36 | ||||
Other income | 4 | 3 | ||||||
Direct operating costs | (9) | (8) | ||||||
Adjusted EBITDA | 43 | 31 | ||||||
Interest expense | (14) | (10) | ||||||
Current income taxes | — | 1 | ||||||
Funds From Operations | $ | 29 | $ | 22 | ||||
Depreciation | (20) | (8) | ||||||
Deferred taxes and other | — | (6) | ||||||
Net income | $ | 9 | $ | 8 |
Funds From Operations at our solar business was $29 million versus $22 million in the prior year primarily due to the contribution from our increased ownership in TerraForm Power and newly commissioned facilities ($9 million and 79 GWh). On a same store basis, our assets continue to perform in line with expectation and consistent with prior year.
Net income attributable to the partnership was $9 million versus $8 million in the prior year as the above noted increase in Funds From Operations was partially offset by higher non-cash depreciation as a result of the growth in our business.
ENERGY TRANSITION OPERATIONS ON PROPORTIONATE BASIS
The following table presents our proportionate results for energy transition for the three months ended September 30:
(MILLIONS, EXCEPT AS NOTED) | 2021 | 2020 | |||||||||
Generation (GWh) – actual | 238 | 169 | |||||||||
Revenue | $ | 35 | $ | 23 | |||||||
Other income | (1) | — | |||||||||
Direct operating costs | (12) | (12) | |||||||||
Adjusted EBITDA | 22 | 11 | |||||||||
Interest expense | (2) | (2) | |||||||||
Current income taxes | (4) | — | |||||||||
Funds From Operations | $ | 16 | $ | 9 | |||||||
Depreciation | (9) | (8) | |||||||||
Deferred taxes and other | 2 | (8) | |||||||||
Net income (loss) | $ | 9 | $ | (7) |
Funds From Operations at our energy transition business was $16 million versus $9 million in the prior year due to the growth of our distributed generation portfolio ($3 million and 25 GWh). On a same store basis, Funds From Operation was higher than the prior year due to favorable generation and higher average revenue per MWh in the United States and at our biomass facilities in Brazil.
Net income attributable to the partnership was $9 million versus a net loss of $7 million in the prior year primarily due to the above noted increase in Funds From Operations.
CORPORATE
Management service costs totaling $45 million increased $8 million from same period in the prior year due to the growth of our business.
Due to the exchange feature of the BEPC exchangeable shares and the cash redemption feature of the class B shares, the BEPC exchangeable shares and class B shares are classified as financial liabilities with remeasurement gains or losses
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 9 |
recorded to net income. A remeasurement gain of $286 million was recorded in the three months ended September 30, 2021 due to the depreciation of the LP unit price during the period.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 10 |
RECONCILIATION OF NON-IFRS MEASURES
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 our company’s proportionate results to the consolidated statements of income (loss) on a line-by-line basis by aggregating the components comprising the earnings from our company’s investments in associates and reflecting the portion of each line item attributable to non-controlling interests for the three months ended September 30, 2021:
Attributable to the partnership | Contribution from equity-accounted investments | Attributable to non- controlling interests | As per IFRS financials(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(MILLIONS) | Hydroelectric | Wind | Solar | Energy transition | Corporate | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues | $ | 235 | $ | 34 | $ | 48 | $ | 35 | $ | — | $ | 352 | $ | (9) | $ | 463 | $ | 806 | |||||||||||||||||||||||||||||||||||||||||
Other income | 28 | 20 | 4 | (1) | 3 | 54 | (1) | (24) | 29 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Direct operating costs | (106) | (6) | (9) | (12) | (3) | (136) | 5 | (123) | (254) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share of Adjusted EBITDA from equity-accounted investments | — | — | — | — | — | — | 5 | — | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA | 157 | 48 | 43 | 22 | — | 270 | — | 316 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Management service costs | — | — | — | — | (45) | (45) | — | — | (45) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense(1) | (35) | (8) | (14) | (2) | (6) | (65) | 2 | (116) | (179) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Current income taxes | (4) | — | — | (4) | — | (8) | — | (12) | (20) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share of interest and cash taxes from equity-accounted investments | — | — | — | — | — | — | (2) | — | (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share of Funds From Operations attributable to non-controlling interests | — | — | — | — | — | — | — | (188) | (188) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Funds From Operations | 118 | 40 | 29 | 16 | (51) | 152 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation | (61) | (23) | (20) | (9) | — | (113) | 3 | (159) | (269) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange and financial instruments gain (loss) | 26 | (4) | 3 | — | (1) | 24 | (1) | 16 | 39 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred income tax recovery (expense) | (36) | 2 | 1 | 1 | — | (32) | — | (113) | (145) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other | (39) | (9) | (4) | 1 | — | (51) | — | 7 | (44) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on BEPC exchangeable shares(1) | — | — | — | — | (52) | (52) | — | — | (52) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Remeasurement of BEPC exchangeable and BEPC class B shares | — | — | — | — | 286 | 286 | — | — | 286 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share of earnings from equity-accounted investments | — | — | — | — | — | — | (2) | — | (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to non-controlling interests | — | — | — | — | — | — | — | 249 | 249 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to the partnership | $ | 8 | $ | 6 | $ | 9 | $ | 9 | $ | 182 | $ | 214 | $ | — | $ | — | $ | 214 |
(1)Share of earnings from equity-accounted investments of $1 million is comprised of amounts found on the share of Adjusted EBITDA, share of interest and cash taxes and share of earnings lines. Net loss attributable to participating non-controlling interests of $61 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. Interest expense of $231 million is comprised of amounts found on Interest expense and Dividends on BEPC exchangeable shares.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 11 |
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 the company’s proportionate results to the consolidated statements of income (loss) on a line-by-line basis by aggregating the components comprising the earnings from the company’s investments in associates and reflecting the portion of each line item attributable to non-controlling interests for the three months ended September 30, 2020:
Attributable to the partnership | Contribution from equity-accounted investments | Attributable to non- controlling interests | As per IFRS financials(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
(MILLIONS) | Hydroelectric | Wind | Solar | Energy transition | Corporate | Total | |||||||||||||||||||||||||||||||||||||||||||||||
Revenues | $ | 174 | $ | 39 | $ | 36 | $ | 23 | $ | — | $ | 272 | $ | (7) | $ | 459 | $ | 724 | |||||||||||||||||||||||||||||||||||
Other income | 4 | 1 | 3 | — | — | 8 | — | (3) | 5 | ||||||||||||||||||||||||||||||||||||||||||||
Direct operating costs | (89) | (11) | (8) | (12) | — | (120) | 5 | (123) | (238) | ||||||||||||||||||||||||||||||||||||||||||||
Share of Adjusted EBITDA from equity-accounted investments | — | — | — | — | — | — | 2 | — | 2 | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA | 89 | 29 | 31 | 11 | — | 160 | — | 333 | |||||||||||||||||||||||||||||||||||||||||||||
Management service costs | — | — | — | — | (37) | (37) | — | (4) | (41) | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | (32) | (10) | (10) | (2) | — | (54) | 2 | (112) | (164) | ||||||||||||||||||||||||||||||||||||||||||||
Current income taxes | (5) | (1) | 1 | — | — | (5) | — | (7) | (12) | ||||||||||||||||||||||||||||||||||||||||||||
Share of interest and cash taxes from equity-accounted investments | — | — | — | — | — | — | (2) | — | (2) | ||||||||||||||||||||||||||||||||||||||||||||
Share of Funds From Operations attributable to non-controlling interests | — | — | — | — | — | — | — | (210) | (210) | ||||||||||||||||||||||||||||||||||||||||||||
Funds From Operations | 52 | 18 | 22 | 9 | (37) | 64 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Depreciation | (56) | (30) | (8) | (8) | — | (102) | 3 | (194) | (293) | ||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange and financial instruments gain (loss) | (1) | 16 | (21) | 1 | (10) | (15) | 1 | 31 | 17 | ||||||||||||||||||||||||||||||||||||||||||||
Deferred income tax recovery (expense) | 15 | 2 | 1 | (2) | — | 16 | — | 1 | 17 | ||||||||||||||||||||||||||||||||||||||||||||
Other | (7) | (28) | 14 | (7) | (1) | (29) | — | (50) | (79) | ||||||||||||||||||||||||||||||||||||||||||||
Dividends on BEPC exchangeable shares | — | — | — | — | (66) | (66) | — | — | (66) | ||||||||||||||||||||||||||||||||||||||||||||
Remeasurement of BEPC exchangeable and BEPC class B shares | — | — | — | — | (1,163) | (1,163) | — | — | (1,163) | ||||||||||||||||||||||||||||||||||||||||||||
Share of loss from equity-accounted investments | — | — | — | — | — | — | (4) | — | (4) | ||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to non-controlling interests | — | — | — | — | — | — | — | 212 | 212 | ||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to the partnership | $ | 3 | $ | (22) | $ | 8 | $ | (7) | $ | (1,277) | $ | (1,295) | $ | — | $ | — | $ | (1,295) |
(1)Share of loss from equity-accounted investments of $4 million is comprised of amounts found on the share of Adjusted EBITDA, share of interest and cash taxes and share of loss lines. Net loss attributable to participating non-controlling interests – in operating subsidiaries of $2 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. Total interest expense of $230 million is comprised of amounts on Interest expense and Dividends on BEPC exchangeable shares.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 12 |
The following table reconciles non-IFRS financial measures to the most directly comparable IFRS measures. Net income (loss) attributable to the partnership is reconciled to Funds From Operations and proportionate adjusted EBITDA, the most directly comparable IFRS measures, for the three months ended September 30:
(MILLIONS, EXCEPT AS NOTED) | 2021 | 2020 | |||||||||
Net (loss) income attributable to the partnership | $ | 214 | $ | (1,295) | |||||||
Adjusted for proportionate share of: | |||||||||||
Depreciation | 113 | 102 | |||||||||
Foreign exchange and financial instruments loss (gain) | (24) | 15 | |||||||||
Deferred income tax expense (recovery) | 32 | (16) | |||||||||
Other | 51 | 29 | |||||||||
Dividends on BEPC exchangeable shares | 52 | $ | 66 | ||||||||
Remeasurement of BEPC exchangeable and BEPC class B shares | (286) | $ | 1,163 | ||||||||
Funds From Operations | $ | 152 | $ | 64 | |||||||
Current income taxes | 8 | 5 | |||||||||
Interest expense | 65 | 54 | |||||||||
Management service costs | 45 | 37 | |||||||||
Proportionate Adjusted EBITDA | $ | 270 | $ | 160 | |||||||
Attributable to non-controlling interests | 316 | 333 | |||||||||
Consolidated Adjusted EBITDA | $ | 586 | $ | 493 |
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 13 |
PART 5 – LIQUIDITY AND CAPITAL RESOURCES
AVAILABLE LIQUIDITY
Our company assesses liquidity on a group-wide basis, consistent with the partnership, because shareholders have exposure to a broader base of renewable investments by virtue of the exchange feature of BEPC exchangeable shares. Our group-wide liquidity consisted of the following:
(MILLIONS) | September 30, 2021 | December 31, 2020 | ||||||||||||
Our company's share of cash and cash equivalents | $ | 151 | $ | 134 | ||||||||||
Authorized credit facilities(1) | 2,375 | 2,150 | ||||||||||||
2,526 | 2,284 | |||||||||||||
Available portion of subsidiary credit facilities | 122 | 347 | ||||||||||||
Brookfield Renewable group liquidity on a proportionate basis | 670 | 639 | ||||||||||||
Available liquidity | $ | 3,318 | $ | 3,270 |
(1)Includes the $1,975 million Subordinated Credit Facilities with the partnership and a $400 million revolving credit facility with Brookfield Asset Management.
We operate with sufficient liquidity to enable us to fund growth initiatives, capital expenditures, distributions and withstand sudden adverse changes in economic circumstances or short-term fluctuations in generation. We maintain a strong, investment grade balance sheet characterized by a conservative capital structure, access to multiple funding levers including a focus on capital recycling on an opportunistic basis, and diverse sources of capital. Principal sources of liquidity are cash flows from operations, our credit facilities, upfinancings on non-recourse borrowings and proceeds from the issuance of various securities through public markets.
DIVIDEND POLICY
The BEPC board may declare dividends at its discretion. However, the BEPC exchangeable shares have been structured with the intention of providing an economic return equivalent to the LP units and it is expected that dividends on the BEPC exchangeable shares will be declared at the same time and in the same amount as distributions made on the LP units. In the event dividends are not declared and paid concurrently with a distribution on the LP units, then the undeclared or unpaid amount of such BEPC exchangeable share dividend will accrue and accumulate. Pursuant to the equity commitment agreement, the partnership has also agreed not to declare or pay any distribution on the LP units if on such date our company does not have sufficient funds or other assets to enable the declaration and payment of an equivalent dividend on the BEPC exchangeable shares. See Item 7.B “Related Party Transactions – BEPC relationship with the partnership – Equity Commitment Agreement” of our Form 20-F for the annual period ending December 31, 2020. Brookfield Renewable’s distributions are underpinned by stable, highly regulated and contracted cash flows generated from operations. Brookfield Renewable’s objective is to pay a distribution that is sustainable on a long-term basis and has set its target payout ratio at approximately 70% of Brookfield Renewable’s Funds From Operations.
Brookfield Renewable targets a 5% to 9% annual distribution growth in light of growth it foresees in its operations.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 14 |
BORROWINGS
The composition of debt obligations, overall maturity profile, and average interest rates associated with our borrowings and credit facilities on a proportionate basis is presented in the following table:
September 30, 2021 | December 31, 2020 | ||||||||||||||||||||||||||||||||||
Weighted-average | Weighted-average | ||||||||||||||||||||||||||||||||||
(MILLIONS EXCEPT AS NOTED) | Interest rate (%) | Term (years) | Total | Interest rate (%) | Term (years) | Total | |||||||||||||||||||||||||||||
Proportionate non-recourse borrowings | |||||||||||||||||||||||||||||||||||
Hydroelectric | 4.8 | 7 | $ | 3,005 | 4.7 | 8 | $ | 2,690 | |||||||||||||||||||||||||||
Wind | 3.4 | 9 | 774 | 3.7 | 10 | 1,043 | |||||||||||||||||||||||||||||
Solar | 3.4 | 12 | 1,270 | 3.4 | 13 | 1,302 | |||||||||||||||||||||||||||||
Energy transition | 4.0 | 9 | 466 | 4.1 | 10 | 488 | |||||||||||||||||||||||||||||
4.2 | 9 | 5,515 | 4.2 | 10 | 5,523 | ||||||||||||||||||||||||||||||
Proportionate unamortized financing fees, net of unamortized premiums | (54) | (25) | |||||||||||||||||||||||||||||||||
5,461 | 5,498 | ||||||||||||||||||||||||||||||||||
Equity-accounted borrowings | (162) | (164) | |||||||||||||||||||||||||||||||||
Non-controlling interests | 7,756 | 7,488 | |||||||||||||||||||||||||||||||||
As per IFRS Statements | $ | 13,055 | $ | 12,822 |
The following table summarizes our undiscounted principal repayments and scheduled amortization on a proportionate basis as at September 30, 2021:
(MILLIONS) | Balance of 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | Total | |||||||||||||||||||||||||||||||||||||
Debt Principal repayments | ||||||||||||||||||||||||||||||||||||||||||||
Non-recourse borrowings | ||||||||||||||||||||||||||||||||||||||||||||
Credit facilities(1) | $ | 2 | $ | 3 | $ | — | $ | 119 | $ | — | $ | — | $ | 124 | ||||||||||||||||||||||||||||||
Hydroelectric | — | 208 | 65 | 76 | 271 | 1,280 | 1,900 | |||||||||||||||||||||||||||||||||||||
Wind | — | — | 67 | — | — | 211 | 278 | |||||||||||||||||||||||||||||||||||||
Solar | — | — | 67 | — | — | 187 | 254 | |||||||||||||||||||||||||||||||||||||
Energy Transition | — | — | 26 | — | 152 | 71 | 249 | |||||||||||||||||||||||||||||||||||||
2 | 211 | 225 | 195 | 423 | 1,749 | 2,805 | ||||||||||||||||||||||||||||||||||||||
Amortizing debt principal repayments | ||||||||||||||||||||||||||||||||||||||||||||
Non-recourse borrowings | ||||||||||||||||||||||||||||||||||||||||||||
Hydroelectric | 17 | 68 | 68 | 72 | 63 | 423 | 711 | |||||||||||||||||||||||||||||||||||||
Wind | 15 | 48 | 82 | 52 | 46 | 230 | 473 | |||||||||||||||||||||||||||||||||||||
Solar | 34 | 84 | 68 | 67 | 67 | 671 | 991 | |||||||||||||||||||||||||||||||||||||
Energy Transition | 7 | 26 | 27 | 20 | 13 | 116 | 209 | |||||||||||||||||||||||||||||||||||||
73 | 226 | 245 | 211 | 189 | 1,440 | 2,384 | ||||||||||||||||||||||||||||||||||||||
Total | $ | 75 | $ | 437 | $ | 470 | $ | 406 | $ | 612 | $ | 3,189 | $ | 5,189 |
(1)Excludes $326 million of credit facility draws related to collateral deposits on our energy derivative contracts
We remain focused on refinancing near-term facilities on acceptable terms and maintaining a manageable maturity ladder. We do not anticipate material issues in refinancing our borrowings through 2025 on acceptable terms and will do so opportunistically based on the prevailing interest rate environment.
Proportionate debt is presented to assist investors in understanding the capital structure of the underlying investments of our company that are consolidated in its financial statements but are not wholly-owned. When used in conjunction with
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 15 |
Funds from Operations, proportionate debt is expected to provide useful information as to how our company has financed its businesses at the asset-level. The only difference between consolidated debt presented under IFRS and proportionate debt is the adjustment to remove the share of debt of consolidated investments not attributable to our company and the adjustment to include share of debt attributable to the equity-accounted investments of our company. Management utilizes proportionate debt in understanding the capital structure of the underlying investments that are consolidated in its financial statements but are not wholly-owned. Proportionate debt provides useful information as to how our company has financed its businesses at the asset-level and provides a view into the return on the capital that it invests at a given degree of leverage.
CAPITAL EXPENDITURES
We fund growth capital expenditures with cash flow generated from operations, supplemented by non-recourse debt sized to investment grade coverage and covenant thresholds. This is designed to ensure that our investments have stable capital structures supported by a substantial level of equity and that cash flows at the asset level can be remitted freely to our company. This strategy also underpins our investment grade profile.
To fund large scale development projects and acquisitions, we will evaluate a variety of capital sources including proceeds from selling mature businesses, in addition to raising money in the capital markets through equity, debt and preferred share issuances. Furthermore, our company has $2.38 billion of committed revolving credit facilities available for investments and acquisitions, as well as funding the equity component of organic growth initiatives. The facilities are intended, and have historically been used, as a bridge to a long-term financing strategy rather than a permanent source of capital.
CONSOLIDATED STATEMENTS OF CASH FLOWS
The following table summarizes the key items in the unaudited interim consolidated statements of cash flows:
Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
(MILLIONS) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
Cash flow provided by (used in): | |||||||||||||||||||||||
Operating activities before changes in due to or from related parties and net working capital change | $ | 248 | $ | 188 | $ | 661 | $ | 853 | |||||||||||||||
Changes in due to or from related parties | (17) | (6) | 44 | 38 | |||||||||||||||||||
Net change in working capital balances | (146) | (41) | (540) | (20) | |||||||||||||||||||
85 | 141 | 165 | 871 | ||||||||||||||||||||
Financing activities | (287) | 31 | 185 | (360) | |||||||||||||||||||
Investing activities | 212 | (208) | (277) | (435) | |||||||||||||||||||
Foreign exchange gain (loss) on cash | (9) | 7 | (15) | (3) | |||||||||||||||||||
Increase (decrease) in cash and cash equivalents | $ | 1 | $ | (29) | $ | 58 | $ | 73 |
Operating Activities
Cash flows provided by operating activities before changes in due to or from related parties and net working capital changes for the three and nine months ended September 30, 2021 totaled $248 million and $661 million, respectively compared to $188 million and $853 million, respectively, reflecting strong operating performance of our business during all periods.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 16 |
The net change in working capital balances shown in the unaudited interim consolidated statements of cash flows is comprised of the following:
Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
(MILLIONS) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
Trade receivables and other current assets | $ | (180) | $ | (43) | $ | (341) | $ | 19 | |||||||||||||||
Accounts payable and accrued liabilities | (29) | 26 | (262) | 11 | |||||||||||||||||||
Other assets and liabilities | 63 | (24) | 63 | (50) | |||||||||||||||||||
$ | (146) | $ | (41) | $ | (540) | $ | (20) |
Financing Activities
Cash flows (used in) provided by financing activities totaled $(287) million and $185 million for the three and nine months ended September 30, 2021, respectively. The strength of our balance sheet and access to diverse sources of capital allowed us to fund our growth and generate $94 million and $830 million of proceeds from non-recourse upfinancing for the three and nine months ended September 30, 2021.
Distribution paid during the three and nine months ended September 30, 2021 to the partnership and to participating non-controlling interest in operating subsidiaries were $201 million and $491 million, respectively (2020: $79 million and $601 million, respectively). During the three and nine months ended September 30, 2021, we repaid $181 million of capital to non-controlling interest.
Cash flows provided by (used in) financing activities totaled $31 million and $(360) million for the three and nine months ended September 30, 2020, respectively, as the proceeds raised from non-recourse financings to fund the growth of our business through the investing activities noted below were more than offset by the repayment of borrowings and the share issuance costs associated with the special distribution of BEPC exchangeable shares.
Investing Activities
Cash flows provided by (used in) investing activities totaled $212 million and $(277) million for the three and nine months ended September 30, 2021, respectively. During the quarter, we recycled capital from the sale of a wind portfolio in the United States for $376 millions, investing into the construction of 1,800 MW of solar developments projects in Brazil, of which 357 MW reached commercial operations during the quarter. We continued investing in our property, plant and equipment, including the purchase of two 20 MW hydroelectric assets in Colombia, the continuing initiative to repower existing wind power projects, and sustaining capital expenditures was $158 million and $575 million for the three and nine months ended September 30, 2021, respectively.
Cash flows used in investing activities totaled $208 million and $435 million for the three and nine months ended September 30, 2020, respectively. Our growth initiatives included the acquisition of 100 MW of solar assets in Spain and additional investments in the development of power generation assets and sustaining capital expenditures totaling $91 million and $303 million in the three and nine months ended September 30, 2020, respectively.
SHARES AND UNITS OUTSTANDING
Our company’s equity interests include BEPC exchangeable shares held by the public shareholders and BEPC class B and BEPC class C shares held by the partnership. Dividends on each of our BEPC exchangeable shares are expected to be declared and paid at the same time and in the same amount per share as distributions on each LP unit of the partnership. Ownership of BEPC class C shares will entitle holders to receive dividends as and when declared by our board.
Our company’s capital structure is comprised of the following shares:
(UNITS) | September 30, 2021 | ||||||||||
BEPC exchangeable shares | 172,205,005 | ||||||||||
BEPC class B shares | 165 | ||||||||||
BEPC class C shares | 189,600,000 |
In the three and nine months ended September 30, 2021, our company declared dividends of $52 million and $156 million, respectively on its outstanding BEPC exchangeable shares. Dividends on our BEPC exchangeable shares are presented as
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 17 |
interest expense in the unaudited interim consolidated financial statements. No dividends were declared on BEPC class B shares or BEPC class C shares during the three and nine months ended September 30, 2021.
Our company may from time-to-time, subject to applicable law, purchase shares for cancellation in the open market, provided that any necessary approval has been obtained.
In December 2020, we announced that the TSX accepted a notice filed by our company of its intention to commence a normal course issuer bid to repurchase outstanding BEPC exchangeable shares.
As at the date of this report, Brookfield and its affiliates, including the partnership, through its ownership of BEPC exchangeable shares and BEPC class B shares, holds an approximate 81.5% voting interest in our company. Holders of BEPC exchangeable shares, excluding Brookfield and its affiliates, including the partnership, hold an approximate 18.5% aggregate voting interest in BEPC.
CONTRACTUAL OBLIGATIONS
Please see Note 15 – Commitments, contingencies and guarantees in the unaudited interim consolidated financial statements, for further details on the following:
•Commitments – Water, land, and dam usage agreements, and agreements and conditions on committed acquisitions of operating portfolios and development projects;
•Contingencies – Legal proceedings, arbitrations and actions arising in the normal course of business, and providing for letters of credit; and
•Guarantees – Nature of all the indemnification undertakings.
OFF-STATEMENT OF FINANCIAL POSITION ARRANGEMENTS
Our company does not have any off-statement of financial position arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Our company 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. As at September 30, 2021, letters of credit issued amounted to $674 million (2020: $687 million).
In connection to an adverse summary judgment ruling received in a litigation relating to a historical contract dispute at its subsidiary, TerraForm Power, in which the plaintiffs were awarded approximately $231 million plus 9% annual non-compounding interest that has accrued at the New York State statutory rate since May 2016, a surety bond was posted with the court for the judgment amount plus one year of additional 9% interest on the judgment amount. During the year, TerraForm Power reached a final settlement with the plaintiffs and the surety bond was fully and unconditionally released. Refer to Note 15 – Commitments, contingencies and guarantees in the unaudited interim consolidated financial statements, for further details.
Two direct and indirect wholly-owned subsidiaries of BEPC fully and unconditionally guaranteed (i) any and all present and future unsecured debt securities issued by Brookfield Renewable Partners ULC, in each case as to payment of principal, premium (if any) and interest when and as the same will become due and payable under or in respect of the trust indenture under which such securities are issued, (ii) all present and future senior preferred shares of Brookfield Renewable Power Preferred Equity Inc. ("BRP Equity") as to the payment of dividends when due, the payment of amounts due on redemption and the payment of amounts due on the liquidation, dissolution or winding up of BRP Equity, (iii) certain of BEP’s preferred units, as to payment of distributions when due, the payment of amounts due on redemption and the payment of amounts due on the liquidation, dissolution or winding up of BEP, (iv) the obligations of all present and future bilateral credit facilities established for the benefit of Brookfield Renewable, and (v) notes issued by Brookfield BRP Holdings (Canada) Inc. under its U.S. commercial paper program. BRP Bermuda Holdings I Limited (“BBHI”) and BEP Subco Inc. subsidiaries of the company fully and unconditionally guaranteed the perpetual subordinated notes issued by Brookfield BRP Holdings (Canada) Inc. These arrangements do not have or are not reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 18 |
PART 6 – SELECTED QUARTERLY INFORMATION
SUMMARY FINANCIAL INFORMATION
The following is a summary of unaudited quarterly financial information for the last eight consecutive quarters of our company:
2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||||||||
(MILLIONS, EXCEPT AS NOTED) | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | |||||||||||||||||||||||||||||||||||||||
Revenues | $ | 806 | $ | 817 | $ | 839 | $ | 746 | $ | 724 | $ | 764 | $ | 853 | $ | 781 | |||||||||||||||||||||||||||||||
Net income (loss) | 153 | 659 | (62) | (1,632) | (1,297) | 15 | 95 | (42) | |||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to the partnership | 214 | 611 | (9) | (1,516) | (1,295) | 11 | 62 | 37 | |||||||||||||||||||||||||||||||||||||||
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 19 |
PROPORTIONATE RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30
The following chart reflects the generation and summary financial figures on a proportionate basis for the nine months ended September 30:
(GWh) | (MILLIONS) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Actual Generation | Revenues | Adjusted EBITDA | Funds From Operations | Net Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Hydroelectric | 10,485 | 10,379 | $ | 713 | $ | 683 | $ | 473 | $ | 436 | $ | 357 | $ | 331 | $ | 97 | $ | 131 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Wind | 1,652 | 782 | 147 | 68 | 132 | 47 | 102 | 29 | (19) | (31) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Solar | 597 | 157 | 134 | 36 | 108 | 31 | 67 | 22 | 3 | 8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Energy transition | 593 | 289 | 100 | 49 | 64 | 22 | 48 | 16 | 17 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate | — | — | — | — | — | — | (157) | (81) | 718 | (1,320) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 13,327 | 11,607 | $ | 1,094 | $ | 836 | $ | 777 | $ | 536 | $ | 417 | $ | 317 | $ | 816 | $ | (1,222) |
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 20 |
RECONCILIATION OF NON-IFRS MEASURES
The following table reflects Adjusted EBITDA, Funds From Operations, Adjusted Funds From Operations and provides a reconciliation to net income (loss) attributable to the partnership for the nine months ended September 30, 2021:
Attributable to the partnership | Contribution from equity-accounted investments | Attributable to non- controlling interests | As per IFRS financials(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(MILLIONS) | Hydroelectric | Wind | Solar | Energy transition | Corporate | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues | 713 | 147 | 134 | 100 | — | 1,094 | (31) | 1,399 | 2,462 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other income | 45 | 24 | 7 | (1) | 3 | 78 | (1) | (29) | 48 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Direct operating costs | (285) | (39) | (33) | (35) | (3) | (395) | 14 | (460) | (841) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share of Adjusted EBITDA from equity-accounted investments | — | — | — | — | — | — | 18 | — | 18 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA | 473 | 132 | 108 | 64 | — | 777 | — | 910 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Management service costs | — | — | — | — | (147) | (147) | — | — | (147) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | (102) | (28) | (41) | (12) | (10) | (193) | 6 | (328) | (515) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Current income taxes | (14) | (2) | — | (4) | — | (20) | — | (31) | (51) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share of interest and cash taxes from equity-accounted investments | — | — | — | — | — | — | (6) | — | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share of Funds From Operations attributable to non-controlling interests | — | — | — | — | — | — | — | (551) | (551) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Funds From Operations | 357 | 102 | 67 | 48 | (157) | 417 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation | (186) | (84) | (62) | (29) | — | (361) | 9 | (482) | (834) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange and financial instruments gain (loss) | 11 | (22) | 9 | (3) | 2 | (3) | 1 | 57 | 55 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred income tax recovery (expense) | (23) | 4 | 2 | 2 | 4 | (11) | — | (115) | (126) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other | (62) | (19) | (13) | (1) | (49) | (144) | — | (77) | (221) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on BEPC exchangeable shares | — | — | — | — | (156) | (156) | — | — | (156) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Remeasurement of BEPC exchangeable and BEPC class B shares | — | — | — | — | 1,074 | 1,074 | — | — | 1,074 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share of earnings from equity-accounted investments | — | — | — | — | — | — | (10) | — | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to non-controlling interests | — | — | — | — | — | — | — | 617 | 617 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to the partnership | 97 | (19) | 3 | 17 | 718 | 816 | — | — | 816 |
(1)Share of earnings from equity-accounted investments of $2 million is comprised of amounts found on the share of Adjusted EBITDA, share of interest and cash taxes and share of earnings lines. Net loss attributable to participating non-controlling interests of $66 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. Interest expense of $671 million is comprised of amounts found on Interest expense and Dividends on BEPC exchangeable shares.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 21 |
The following table reflects Adjusted EBITDA, Funds From Operations, Adjusted Funds From Operations and provides a reconciliation to net income (loss) attributable to the partnership for the nine months ended September 30, 2020:
Attributable to the partnership | Contribution from equity-accounted investments | Attributable to non- controlling interests | As per IFRS financials(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
(MILLIONS) | Hydroelectric | Wind | Solar | Energy transition | Corporate | Total | |||||||||||||||||||||||||||||||||||||||||||||||
Revenues | 683 | 68 | 36 | 49 | — | 836 | (30) | 1,535 | 2,341 | ||||||||||||||||||||||||||||||||||||||||||||
Other income | 17 | 1 | 3 | — | — | 21 | — | 8 | 29 | ||||||||||||||||||||||||||||||||||||||||||||
Direct operating costs | (264) | (22) | (8) | (27) | — | (321) | 15 | (475) | (781) | ||||||||||||||||||||||||||||||||||||||||||||
Share of Adjusted EBITDA from equity-accounted investments | — | — | — | — | — | — | 15 | — | 15 | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA | 436 | 47 | 31 | 22 | — | 536 | — | 1,068 | |||||||||||||||||||||||||||||||||||||||||||||
Management service costs | — | — | — | — | (81) | (81) | — | (25) | (106) | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | (95) | (16) | (10) | (5) | — | (126) | 7 | (402) | (521) | ||||||||||||||||||||||||||||||||||||||||||||
Current income taxes | (10) | (2) | 1 | (1) | — | (12) | — | (14) | (26) | ||||||||||||||||||||||||||||||||||||||||||||
Share of interest and cash taxes from equity-accounted investments | — | — | — | — | — | — | (7) | — | (7) | ||||||||||||||||||||||||||||||||||||||||||||
Share of Funds From Operations attributable to non-controlling interests | — | — | — | — | — | — | — | (627) | (627) | ||||||||||||||||||||||||||||||||||||||||||||
Funds From Operations | 331 | 29 | 22 | 16 | (81) | 317 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Depreciation | (171) | (51) | (8) | (17) | — | (247) | 8 | (567) | (806) | ||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange and financial instruments gain (loss) | 8 | 14 | (21) | — | (9) | (8) | 3 | 16 | 11 | ||||||||||||||||||||||||||||||||||||||||||||
Deferred income tax recovery (expense) | (11) | 4 | 1 | (2) | — | (8) | — | (24) | (32) | ||||||||||||||||||||||||||||||||||||||||||||
Other | (26) | (27) | 14 | (7) | (1) | (47) | — | (17) | (64) | ||||||||||||||||||||||||||||||||||||||||||||
Dividends on BEPC exchangeable shares | — | — | — | — | (66) | (66) | — | — | (66) | ||||||||||||||||||||||||||||||||||||||||||||
Remeasurement of BEPC exchangeable and BEPC class B shares | — | — | — | — | (1,163) | (1,163) | — | — | (1,163) | ||||||||||||||||||||||||||||||||||||||||||||
Share of loss from equity-accounted investments | — | — | — | — | — | — | (11) | — | (11) | ||||||||||||||||||||||||||||||||||||||||||||
Net income attributable to non-controlling interests | — | — | — | — | — | — | — | 592 | 592 | ||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to the partnership | 131 | (31) | 8 | (10) | (1,320) | (1,222) | — | — | (1,222) |
(1)Share of loss from equity-accounted investments of $3 million is comprised of amounts found on the share of Adjusted EBITDA, share of interest and cash taxes and share of loss lines. Net income attributable to participating non-controlling interests of $35 million is comprised of amounts found on Share of Funds From Operations attributable to non-controlling interests and Net Income attributable to non-controlling interests. Interest expense of $587 million is comprised of amounts found on Interest expense and Dividends on BEPC exchangeable shares.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 22 |
The following table reconciles non-IFRS financial measures to the most directly comparable IFRS measures. Net income (loss) attributable to the partnership is reconciled to Funds From Operations and proportionate adjusted EBITDA, the most directly comparable IFRS measures, for the nine months ended September 30:
(MILLIONS, EXCEPT AS NOTED) | 2021 | 2020 | |||||||||
Net income (loss) attributable to the partnership | $ | 816 | $ | (1,222) | |||||||
Adjusted for proportionate share of: | |||||||||||
Depreciation | 361 | 247 | |||||||||
Foreign exchange and financial instruments loss (gain) | 3 | 8 | |||||||||
Deferred income tax expense (recovery) | 11 | 8 | |||||||||
Other | 144 | 47 | |||||||||
Dividends on BEPC exchangeable shares | 156 | 66 | |||||||||
Remeasurement of BEPC exchangeable and BEPC class B shares | (1,074) | 1,163 | |||||||||
Funds From Operations | $ | 417 | $ | 317 | |||||||
Current income taxes | 20 | 12 | |||||||||
Interest expense | 193 | 126 | |||||||||
Management service costs | 147 | 81 | |||||||||
Proportionate Adjusted EBITDA | $ | 777 | $ | 536 | |||||||
Attributable to non-controlling interests | 910 | 1,068 | |||||||||
Consolidated Adjusted EBITDA | $ | 1,687 | $ | 1,604 |
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 23 |
PART 7 – CRITICAL ESTIMATES, JUDGEMENTS IN APPLYING ACCOUNTING POLICIES, AND INTERNAL CONTROLS
CRITICAL ESTIMATES AND CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES
The unaudited interim consolidated financial statements are prepared in accordance with IFRS, which require the use of estimates and judgments in reporting assets, liabilities, revenues, expenses and contingencies. In the judgment of management, none of the estimates outlined in Note 1 – Basis of presentation and significant accounting policies in the audited consolidated financial statements are considered critical accounting estimates with the exception of the estimates related to the valuation of property, plant and equipment, financial instruments, and the related deferred income tax liabilities. These assumptions include estimates of future electricity prices, discount rates, expected long-term average generation, inflation rates, terminal year, the amount and timing of operating and capital costs, and the income tax rates of future income tax provisions. Estimates also include determination of accruals, purchase price allocations, useful lives, asset valuations, asset impairment testing, deferred tax liabilities, decommissioning retirement obligations and those relevant to the defined benefit pension and non-pension benefit plans. Estimates are based on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances.
In making estimates, management relies on external information and observable conditions where possible, supplemented by internal analysis, as required. These estimates have been applied in a manner consistent with that in the prior year and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in this MD&A. These estimates are impacted by, among other things, future power prices, movements in interest rates, foreign exchange volatility and other factors, some of which are highly uncertain, as described in the “Risk Factors” section of our Form 20-F for the annual period ending December 31, 2020. The interrelated nature of these factors prevents us from quantifying the overall impact of these movements on our company’s financial statements in a meaningful way. These sources of estimation uncertainty relate in varying degrees to substantially all asset and liability account balances. Actual results could differ from those estimates.
NEW ACCOUNTING STANDARDS
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Disclosures
On August 27, 2020, the IASB published Interest Rate Benchmark Reform – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (“Phase II Amendments”), effective January 1, 2021, with early adoption permitted. The Phase II Amendments provide additional guidance to address issues that will arise during the transition of benchmark interest rates. The Phase II Amendments primarily relate to the modification of financial assets, financial liabilities and lease liabilities where the basis for determining the contractual cash flows changes as a result of Interbank Offered Rates ("IBOR") reform, allowing for prospective application of the applicable benchmark interest rate and to the application of hedge accounting, providing an exception such that changes in the formal designation and documentation of hedge accounting relationships that are needed to reflect the changes required by IBOR reform do not result in the discontinuation of hedge accounting or the designation of new hedging relationships.
Our company has completed an assessment and implemented its transition plan to address the impact and effect changes as a result of amendments to the contractual terms of IBOR referenced floating-rate borrowings, interest rate swaps, and updating hedge designations. The adoption is not expected to have a significant impact on our company’s financial reporting.
FUTURE CHANGES IN ACCOUNTING POLICIES
Amendments to IAS 1 – Presentation of Financial Statements (“IAS 1”)
The amendments clarify how to classify debt and other liabilities as current or non-current. The amendments to IAS 1 apply to annual reporting periods beginning on or after January 1, 2023. The company is currently assessing the impact of these amendments.
Amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework
The amendments add an exception to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains or losses arising from liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine whether a present obligation exists at the acquisition date. At the same time, the amendments add a new paragraph to IFRS 3 to clarify that
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 24 |
contingent assets do not qualify for recognition at the acquisition date. The amendments to IFRS 3 apply to annual reporting periods beginning on or after January 1, 2022. The company is currently assessing the impact of the amendments.
There are currently no other future changes to IFRS with potential impact on the company.
INTERNAL CONTROL OVER FINANCIAL REPORTING
No changes were made in our internal control over financial reporting during the nine months ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 25 |
PART 8 – PRESENTATION TO STAKEHOLDERS AND PERFORMANCE MEASUREMENT
PRESENTATION TO PUBLIC STAKEHOLDERS
Actual Generation
For assets acquired, disposed or reached commercial operation during the year, reported generation is calculated from the acquisition, disposition or commercial operation date and is not annualized. Generation on a same store basis refers to the generation of assets that were owned during both periods presented. As it relates to Colombia only, generation includes both hydroelectric and cogeneration facilities. Energy transition includes generation from our distributed generation, pumped storage, North America cogeneration and Brazil biomass assets.
Our risk of a generation shortfall in Brazil continues to be minimized by participation in a hydrological balancing pool administered by the government of Brazil. This program mitigates hydrology risk by assuring that all participants receive, at any particular point in time, an assured energy amount, irrespective of the actual volume of energy generated. The program reallocates energy, transferring surplus energy from those who generated an excess to those who generate less than their assured energy, up to the total generation within the pool. Periodically, low precipitation across the entire country’s system could result in a temporary reduction of generation available for sale. During these periods, we expect that a higher proportion of thermal generation would be needed to balance supply and demand in the country, potentially leading to higher overall spot market prices.
Voting Agreements with Affiliates
Our company has entered into voting agreements with Brookfield and the partnership, whereby our company gained control of the entities that own certain renewable power generating facilities in the United States and Brazil, as well as TerraForm Power. Our company has also entered into a voting agreement with its consortium partners in respect of our Colombian business. The voting agreements provide our company the authority to direct the election of the boards of directors of the relevant entities, among other things, and therefore provide our company with control. Accordingly, our company consolidates the accounts of these entities.
For entities previously controlled by Brookfield Asset Management, the voting agreements entered into do not represent business combinations in accordance with IFRS 3, as all combining businesses are ultimately controlled by Brookfield Asset Management both before and after the transactions were completed. Our company accounts for these transactions involving entities under common control in a manner similar to a pooling of interest, which requires the presentation of pre-voting agreement financial information as if the transactions had always been in place. Refer to Note 1(t)(ii) – Critical judgments in applying accounting policies – Common control transactions in our audited annual consolidated financial statements for our policy on accounting for transactions under common control.
PERFORMANCE MEASUREMENT
Segment Information
Our operations are segmented by – 1) hydroelectric, 2) wind, 3) solar, 4) energy transition (distributed generation, pumped storage, cogeneration and biomass), and 5) corporate. This best reflects the way in which the CODM reviews results, manages operations and allocates resources.
The reporting to the CODM was revised during the year to incorporate the energy transition business of our company. The energy transition business corresponds to a portfolio of multi-technology assets and investments that support the broader strategy of decarbonization of electricity grids around the world. The financial information of operating segments in the prior periods has been restated to present the corresponding results of the energy transition business.
We report our results in accordance with these segments and present prior period segmented information in a consistent manner. See Note 4 – Segmented information in our unaudited interim consolidated financial statements.
One of our primary business objectives is to generate stable and growing cash flows while minimizing risk for the benefit of all stakeholders. We monitor our performance in this regard through three key metrics — i) Net Income (Loss), ii) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), and iii) Funds From Operations.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 26 |
It is important to highlight that Adjusted EBITDA and Funds From Operations do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other companies and have limitations as analytical tools. We provide additional information below on how we determine Adjusted EBITDA and Funds From Operations. We also provide reconciliations to Net income (loss). See “Part 4 – Financial Performance Review on Proportionate Information – Reconciliation of Non-IFRS Measures” and “Part 6 – Selected Quarterly Information – Reconciliation of Non-IFRS measures”.
Proportionate Information
Reporting to the CODM on the measures utilized to assess performance and allocate resources has been provided on a proportionate basis. Information on a proportionate basis reflects our company’s share from facilities which it accounts for using consolidation and the equity method whereby our company either controls or exercises significant influence or joint control over the investment, respectively. Proportionate information provides a shareholder 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 shareholders.
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 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 (1) include our company’s proportionate share of earnings (loss) from equity-accounted investments attributable to each of the above-noted items, and (2) exclude the proportionate share of earnings (loss) of consolidated investments not held by us apportioned to each of the above-noted items.
The presentation of proportionate results has limitations as an analytical tool, including the following:
•The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
•Other companies may calculate proportionate results differently than we do.
Because of these limitations, our proportionate financial information should not be considered in isolation or as a substitute for our financial statements as reported under IFRS.
Our company 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 do not represent our company’s legal claim to such items, and the removal of financial statement amounts that are attributable to non-controlling interests does not extinguish our company’s legal claims or exposures to such items.
Unless the context indicates or requires otherwise, information with respect to the MW attributable to our company’s facilities, including development assets, is presented on a consolidated basis, including with respect to facilities whereby our company either controls or jointly controls the applicable facility.
Net Income (Loss)
Net income (loss) is calculated in accordance with IFRS.
Net income (loss) is an important measure of profitability, in particular because it has a standardized meaning under IFRS. The presentation of net income (loss) on an IFRS basis for our business will often lead to the recognition of a loss even though the underlying cash flows generated by the assets are supported by strong margins and stable, long-term power purchase agreements. The primary reason for this is that accounting rules require us to recognize a significantly higher level of depreciation for our assets than we are required to reinvest in the business as sustaining capital expenditures.
Adjusted EBITDA
Adjusted EBITDA is a non-IFRS measure used by investors to analyze the operating performance of companies.
Our company uses Adjusted EBITDA to assess performance before the effects of interest expense, income taxes, depreciation, management service costs, non-controlling interests, unrealized gain or loss on financial instruments, non-cash income or loss from equity-accounted investments and other typical non-recurring items. Our company adjusts for these factors as they may be non-cash, unusual in nature and/or are not factors used by management for evaluating operating performance. Our company includes realized disposition gains and losses on assets that we developed and/or did not intend to hold over the long-term within Adjusted EBITDA in order to provide additional insight regarding the
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 27 |
performance of investments on a cumulative realized basis, including any unrealized fair value adjustments that were recorded in equity and not otherwise reflected in current period Adjusted EBITDA.
Our company believes that presentation of this measure will enhance an investor’s ability to evaluate our financial and operating performance on an allocable basis.
Funds From Operations
Funds From Operations is a non-IFRS measure used by investors to analyze net earnings from operations without the effects of certain volatile items that generally have no current financial impact or items not directly related to the performance of the business.
Our company uses Funds From Operations to assess the performance of the business before the effects of certain cash items (e.g. acquisition costs and other typical non-recurring cash items) and certain non-cash items (e.g. deferred income taxes, depreciation, non-cash portion of non-controlling interests, gain or loss on financial instruments, non-cash income or loss from equity-accounted investments, and other non-cash items) as these are not reflective of the performance of the underlying business. In our unaudited interim consolidated financial statements we use the revaluation approach in accordance with IAS 16, Property, Plant and Equipment, whereby depreciation is determined based on a revalued amount, thereby reducing comparability with our peers who do not report under IFRS as issued by the IASB or who do not employ the revaluation approach to measuring property, plant and equipment. We add back deferred income taxes on the basis that we do not believe this item reflects the present value of the actual tax obligations that we expect to incur over our long-term investment horizon.
Our company believes that analysis and presentation of Funds From Operations on this basis will enhance an investor’s understanding of the performance of the business.
Funds From Operations is not intended to be representative of cash provided by operating activities or results of operations determined in accordance with IFRS. Furthermore, this measure is not used by the CODM to assess our company’s liquidity.
Proportionate Debt
Proportionate debt is presented based on the proportionate share of borrowings obligations relating to the investments of our company in various portfolio businesses. The proportionate financial information is not, and is not intended to be, presented in accordance with IFRS. Proportionate debt measures are provided because management believes it assists investors and analysts in estimating the overall performance and understanding the leverage pertaining specifically to our company's share of its invested capital in a given investment. When used in conjunction with proportionate Adjusted EBITDA, proportionate debt is expected to provide useful information as to how our company has financed its businesses at the asset-level. Management believes that the proportionate presentation, when read in conjunction with our company’s reported results under IFRS, including consolidated debt, provides a more meaningful assessment of how the operations of our company are performing and capital is being managed.
The presentation of proportionate results has limitations as an analytical tool, including the following:
•Proportionate debt amounts do not represent the consolidated obligation for debt underlying a consolidated investment. If an individual project does not generate sufficient cash flows to service the entire amount of its debt payments, management may determine, in their discretion, to pay the shortfall through an equity injection to Brookfield Renewable Corporation to avoid defaulting on the obligation. Such a shortfall may not be apparent from or may not equal the difference between aggregate proportionate Adjusted EBITDA for all of the portfolio investments of our company and aggregate proportionate debt for all of the portfolio investments of our company; and
•Other companies may calculate proportionate debt differently.
Because of these limitations, the proportionate financial information of our company should not be considered in isolation or as a substitute for the financial statements of our company as reported under IFRS.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 28 |
PART 9 – CAUTIONARY STATEMENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Interim Report contains forward-looking statements and information, within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations, concerning the business and operations of our company and Brookfield Renewable. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements in this Interim Report include statements regarding the quality of our assets and the resiliency of the cash flow they will generate, our anticipated financial performance and payout ratio, future commissioning of assets, contracted nature of our portfolio, technology diversification, acquisition opportunities, expected completion of acquisitions and dispositions, financing and refinancing opportunities, our eligibility for index inclusion, our ability to attract new investors as well as the future performance and prospects of BEPC and BEP, future energy prices and demand for electricity, economic recovery, achieving long-term average generation, project development and capital expenditure costs, energy policies, economic growth, growth potential of the renewable asset class, our future growth prospects and distribution profile and our access to capital. In some cases, forward looking statements can be identified by the use of words such as “plans”, “expects”, “scheduled”, “estimates”, “intends”, “anticipates”, “believes”, “potentially”, “tends”, “continue”, “attempts”, “likely”, “primarily”, “approximately”, “endeavours”, “pursues”, “strives”, “seeks”, “targets”, “believes”, or variations of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information in this Interim Report are based upon reasonable assumptions and expectations, we cannot assure you that such expectations will prove to have been correct. You should not place undue reliance on forward looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to our lack of operating history, changes to hydrology at our hydroelectric facilities, to wind conditions at our wind energy facilities, to irradiance at our solar facilities or to weather generally, as a result of climate change or otherwise, at any of our facilities; volatility in supply and demand in the energy markets; our inability to re-negotiate or replace expiring PPAs on similar terms; increases in water rental costs (or similar fees) or changes to the regulation of water supply; advances in technology that impair or eliminate the competitive advantage of our projects; an increase in the amount of uncontracted generation in our portfolio; industry risks relating to the power markets in which we operate; the termination of, or a change to, the MRE balancing pool in Brazil; increased regulation of our operations; concessions and licenses expiring and not being renewed or replaced on similar terms; our real property rights for wind and solar renewable energy facilities being adversely affected by the rights of lienholders and leaseholders that are superior to those granted to us; increases in the cost of operating our plants; our failure to comply with conditions in, or our inability to maintain, governmental permits; equipment failures, including relating to wind turbines and solar panels; dam failures and the costs and potential liabilities associated with such failures; force majeure events; uninsurable losses and higher insurance premiums; adverse changes in currency exchange rates and our inability to effectively manage foreign currency exposure; availability and access to interconnection facilities and transmission systems; health, safety, security and environmental risks; energy marketing risks; disputes, governmental and regulatory investigations and litigation; counterparties to our contracts not fulfilling their obligations; the time and expense of enforcing contracts against non-performing counter-parties and the uncertainty of success; our operations being affected by local communities; fraud, bribery, corruption, other illegal acts or inadequate or failed internal processes or systems; some of our acquisitions may be of distressed companies, which may subject us to increased risks, including the incurrence of legal or other expenses; our reliance on computerized business systems, which could expose us to cyber-attacks; newly developed technologies in which we invest not performing as anticipated; labor disruptions and economically unfavorable collective bargaining agreements; our inability to finance our operations due to the status of the capital markets; operating and financial restrictions imposed on us by our loan, debt and security agreements; changes to our credit ratings; our inability to identify sufficient investment opportunities and complete transactions, the growth of our portfolio and our inability to realize the expected benefits of our transactions or acquisitions; our inability to develop greenfield projects or find new sites suitable for the development of greenfield projects; delays, cost overruns and other problems associated with the construction and operation of generating facilities and risks associated with the
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 29 |
arrangements we enter into with communities and joint venture partners; Brookfield Asset Management’s election not to source acquisition opportunities for us and our lack of access to all renewable power acquisitions that Brookfield Asset Management identifies, including by reason of conflicts of interest; we do not have control over all our operations or investments; political instability or changes in government policy; foreign laws or regulation to which we become subject as a result of future acquisitions in new markets; changes to government policies that provide incentives for renewable energy; a decline in the value of our investments in securities, including publicly traded securities of other companies; we are not subject to the same disclosure requirements as a U.S. domestic issuer; the separation of economic interest from control within our organizational structure; future sales and issuances of Brookfield Renewable’s LP units, preferred limited partnership units or securities exchangeable for LP units, including our shares, or the perception of such sales or issuances, could depress the trading price of our shares; the incurrence of debt at multiple levels within our organizational structure; being deemed an “investment company” under the U.S. Investment Company Act of 1940; the effectiveness of our internal controls over financial reporting; our dependence on Brookfield Asset Management and Brookfield Asset Management’s significant influence over us; the departure of some or all of Brookfield Asset Management’s key professionals; changes in how Brookfield Asset Management elects to hold its ownership interests in us and Brookfield Renewable; Brookfield Asset Management acting in a way that is not our best interests or our shareholders; the severity, duration and spread of the COVID-19 outbreak, as well as the direct and indirect impacts that the virus may have; broader impact of climate change; failure of our systems technology; involvement in disputes, governmental and regulatory investigations and litigation; any changes in the market price of Brookfield Renewable’s LP units; and the redemption of our shares by us at any time or upon notice from the holder of our class B shares.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. The forward-looking statements represent our views as of the date of this Interim Report and should not be relied upon as representing our views as of any subsequent date. While we anticipate that subsequent events and developments may cause our views to change, we disclaim any obligation to update the forward-looking statements, other than as required by applicable law.
A reconciliation of Adjusted EBITDA and Funds From Operations to net income is presented in our Management’s Discussion and Analysis. We have also provided a reconciliation of Adjusted EBITDA and Funds From Operations to net income in Note 4 – Segmented information in the unaudited interim consolidated financial statements.
CAUTIONARY STATEMENT REGARDING USE OF NON-IFRS MEASURES
This report contains references to Adjusted EBITDA and Funds From Operations which are not generally accepted accounting measures under IFRS and therefore may differ from definitions of Adjusted EBITDA and Funds From Operations used by other entities. In particular, our definition of Funds From Operations may differ from the definition of funds from operations used by other organizations, as well as the definition of funds from operations used by the Real Property Association of Canada (“REALPAC”) and the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), in part because the NAREIT definition is based on U.S. GAAP, as opposed to IFRS. We believe that Adjusted EBITDA and Funds From Operations are useful supplemental measures that may assist investors in assessing our financial performance. None of Adjusted EBITDA or Funds From Operations should be considered as the sole measure of our performance and should not be considered in isolation from, or as a substitute for, analysis of our financial statements prepared in accordance with IFRS. These non-IFRS measures reflect how we manage our business and, in our opinion, enable the reader to better understand our business. A reconciliation of each of Adjusted EBITDA and Funds From Operations to net income is presented in our Management’s Discussion and Analysis. We have also provided a reconciliation of Adjusted EBITDA and Funds From Operations to net income (loss) in Note 4 – Segmented information in the unaudited interim consolidated financial statements.
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 30 |
Brookfield Renewable Corporation | Management's Discussion and Analysis | September 30, 2021 | ||||||
Page 31 |