Pattern Energy Group Inc.
Company Summary
Description
Pattern Energy is a independent power company. They own and operate 16 wind power facilities in the United States, Canada, and Chile, and have a total owned capacity of 2,282 MW.Financial Data:
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Recent news
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Company Transactions
Date: 6/30/2020
Type: Acquisition
DETAILS:
COST: 6.1 $B
NOTES:
Pattern Energy Group has entered into a deal with the Canada Pension Plan Investment Board whereby the CPPIB will acquire Pattern in an all-cash deal at $26.75 per share (enterprise value of $6.1 billion.) CPPIB will combine Pattern Energy and Pattern Development (Pattern Energy Group Holdings 2 LP) under a single firm once the deal closes in the second quarter of 2020.
Pattern Energy Group has entered into a deal with the Canada Pension Plan Investment Board whereby the CPPIB will acquire Pattern in an all-cash deal at $26.75 per share (enterprise value of $6.1 billion.) CPPIB will combine Pattern Energy and Pattern Development (Pattern Energy Group Holdings 2 LP) under a single firm once the deal closes in the second quarter of 2020.
REGIONS:
North America
Date: 10/11/2019
Type: Acquisition
BUYERS:
Pattern Energy Group Inc.
DETAILS:
COST: 283 $MM
NOTES:
Pattern acquired a 50% equity ownership in the 300-MW Henvey facility from PEG LP for C$242.4 million. The facility went online in September 2019. They also bought 51% of Pattern Development's Class B interests in the 220-MW Grady Wind Facility for $99.45 million, bringing owned interest to 101 MW. Grady Wind commenced operations in the third quarter of 2019.
Pattern acquired a 50% equity ownership in the 300-MW Henvey facility from PEG LP for C$242.4 million. The facility went online in September 2019. They also bought 51% of Pattern Development's Class B interests in the 220-MW Grady Wind Facility for $99.45 million, bringing owned interest to 101 MW. Grady Wind commenced operations in the third quarter of 2019.
Date: 8/6/2019
Type: Acquisition
NOTES:
Pattern Energy Group Inc. has acquired a 35% interested in the 100-MW North Kent Wind Facility for $26 million and a 22% stake in the 100-MW Belle River Wind Facility for $18 million.
Pattern Energy Group Inc. has acquired a 35% interested in the 100-MW North Kent Wind Facility for $26 million and a 22% stake in the 100-MW Belle River Wind Facility for $18 million.
REGIONS:
Canada
Date: 12/31/2018
Type: Acquisition
BUYERS:
Axium Infrastructure
SELLERS:
Pattern Energy Group Inc.
ASSETS:
K2 Wind Power Facility
DETAILS:
COST: 166 $MM
VOLUMES: 90 MW
NOTES:
Pattern Energy has entered into a deal with an Axium Infrastructure-led consortium to sell their 90-MW minority stake in the 270-MW K2 Wind Power Facility in Ontario for $166 million.
Pattern Energy has entered into a deal with an Axium Infrastructure-led consortium to sell their 90-MW minority stake in the 270-MW K2 Wind Power Facility in Ontario for $166 million.
REGIONS:
Canada
Date: 12/31/2018
Type: Acquisition
NOTES:
Pattern Energy Group completed its sale of their 90 MW minority-owned interest in the K2 Wind power facility for $160 million to investors led by Axium Infrastructure. The transaction closed on December 31, 2018.
Pattern Energy Group completed its sale of their 90 MW minority-owned interest in the K2 Wind power facility for $160 million to investors led by Axium Infrastructure. The transaction closed on December 31, 2018.
Date: 11/26/2018
Type: Acquisition
BUYERS:
Pattern Energy Group Inc.
SELLERS:
Pattern Energy Group 2 LP
ASSETS:
Stillwater Wind Facility
DETAILS:
COST: 23 $MM
VOLUMES: 35 MW
NOTES:
Pattern Energy Group acquired a 35 MW owned interest in the Stillwater Wind facility in Stillwater County, Montana, from Pattern Energy Group 2 LP for $23 million. The 80 MW facility commenced operations in late October and will generate energy for more than 23,000 Montana homes.
Pattern Energy Group acquired a 35 MW owned interest in the Stillwater Wind facility in Stillwater County, Montana, from Pattern Energy Group 2 LP for $23 million. The 80 MW facility commenced operations in late October and will generate energy for more than 23,000 Montana homes.
Date: 8/25/2018
Type: Acquisition
SELLERS:
Pattern Energy Group Inc.
ASSETS:
El Arrayán Wind Facility
DETAILS:
COST: 67 $MM
VOLUMES: 81 MW
REGIONS:
South America
Date: 8/14/2017
Type: Acquisition
BUYERS:
Pattern Energy Group Inc.
SELLERS:
Pattern Energy Group LP
ASSETS:
Meikle Wind Project
DETAILS:
COST: 68 $MM
NOTES:
Pattern Energy Group Inc. has acquired 51% stake in the 179 MW Meikle Wind Power Facility located in British Columbia, Canada from Pattern Energy Group LP.
Pattern Energy Group Inc. has acquired 51% stake in the 179 MW Meikle Wind Power Facility located in British Columbia, Canada from Pattern Energy Group LP.
REGIONS:
Canada
Date: 3/31/2017
Type: Acquisition
BUYERS:
Pattern Energy Group Inc.
SELLERS:
Pattern Energy Group LP
PROJECTS:
BroadView Wind Power Facility
DETAILS:
COST: 215 $MM
VOLUMES: 324 MW
NOTES:
Pattern Energy announced that the company is committed to acquire the 324 MW Broadview Wind Power project and 35-mile 345 kV Western Interconnect transmission line from Pattern Energy Group LP for $269 million at commencement of development. Broadview Facility is located in Clovis, New Mexico and the project will begin commencement of development in early 2017.
Pattern Energy announced that the company is committed to acquire the 324 MW Broadview Wind Power project and 35-mile 345 kV Western Interconnect transmission line from Pattern Energy Group LP for $269 million at commencement of development. Broadview Facility is located in Clovis, New Mexico and the project will begin commencement of development in early 2017.
REGIONS:
South Central
Date: 10/18/2016
Type: Acquisition
BUYERS:
Pattern Energy Group Inc.
SELLERS:
Pattern Energy Group LP
ASSETS:
Armow Wind Power Facility
DETAILS:
COST: 133 $MM
VOLUMES: 90 MW
NOTES:
Acquisition of 90-MW of the 179-MW Armow Wind Facility.
Acquisition of 90-MW of the 179-MW Armow Wind Facility.
REGIONS:
Canada
Date: 10/8/0207
Type: Acquisition
BUYERS:
PSP Investments
SELLERS:
Pattern Energy Group Inc.
ASSETS:
Pattern Panhandle Wind 2 LLC
DETAILS:
COST: 59 $MM
NOTES:
Pattern Energy reported that it has agreed to divest a 49% stake of Class B interests in the Panhandle 2 Facility to PSP Investments for $59 million. T
Pattern Energy reported that it has agreed to divest a 49% stake of Class B interests in the Panhandle 2 Facility to PSP Investments for $59 million. T
REGIONS:
Texas Panhandle
News & Press Releases
Criterion News
- 12/28/2023 - Pattern Energy Group... (subscriber access)
- 9/5/2023 - Pattern Energy Commences... (subscriber access)
- 7/12/2023 - Pattern Energy Completes... (subscriber access)
- 7/15/2020 - Pattern Energy Prices... (subscriber access)
- 7/13/2020 - Pattern Energy Offering... (subscriber access)
- 11/5/2019 - Pattern Energy Agrees to... (subscriber access)
- 10/11/2019 - Pattern Energy Acquiring... (subscriber access)
- 8/6/2019 - Pattern Energy Issues... (subscriber access)
- 8/6/2019 - Pattern Energy Acquires... (subscriber access)
- 1/9/2019 - Pattern Energy Group... (subscriber access)
- 11/26/2018 - Pattern Energy Acquires... (subscriber access)
- 11/8/2018 - Pattern Energy & Capital... (subscriber access)
- 8/14/2018 - Pattern Energy & PSP... (subscriber access)
- 5/25/2018 - Pattern Energy Announces... (subscriber access)
- 5/10/2018 - Pattern Development... (subscriber access)
- 10/23/2017 - Pattern Energy Closes on... (subscriber access)
- 10/19/2017 - Pattern Energy Prices... (subscriber access)
- 8/14/2017 - Pattern Energy Group... (subscriber access)
- 6/19/2017 - PSP Investments to... (subscriber access)
- 6/19/2017 - PSP Investments Acquire... (subscriber access)
- 6/19/2017 - Pattern Energy Group 2... (subscriber access)
- 6/5/2017 - Pattern Energy Reports... (subscriber access)
- 4/27/2017 - Pattern Energy Acquires... (subscriber access)
- 1/17/2017 - Pattern Energy... (subscriber access)
- 10/18/2016 - Pattern Energy Closes on... (subscriber access)
- 9/23/2016 - Pattern Energy to Acquire 50% Interest in Wind Power Project in Canada
- 8/12/2016 - Pattern Energy Closes... (subscriber access)
- 8/9/2016 - Pattern Energy Announces... (subscriber access)
- 7/12/2016 - Patterson-UTI Energy's... (subscriber access)
- 7/6/2016 - Pattern Development... (subscriber access)
Press Releases
- A significant premium to multiple valuation benchmarks, including full and fair value for the development pipeline and other aspects of management's plan that the public markets have never recognized.
- Immediate and certain value in the face of a volatile sector in a global market that is in disarray.
- The best path forward following a robust process that was led by a fully independent Special Committee of the Board.
- To get above the $26.75 Transaction price, Pattern Energy would have to grow at a rate well in excess of the current management plan. This would require raising additional equity and possibly other actions, including potentially cutting the dividend, which we expect would negatively impact the Company's stock price.
- The stock movements at peer companies reflect unique event-driven situations at those companies. They are not relevant to Pattern Energy and should not be simply extrapolated to the Company's stock price. The sector remains volatile and the long-term sustainability of current price levels is uncertain. Significant volatility amongst the peer group over the last two weeks in particular, including steep and rapid shifts, stands in stark contrast to the certainty of the all-cash Transaction.
- The fundamentals of the business and the headwinds the Company is facing have not changed. Without this transaction, Pattern Energy will continue to be the only U.S. YieldCo without a financial sponsor. In that scenario, the Company's stockholders would bear the downside risk associated with the Company's standalone plan.
- Proportional gigawatt hours ("GWh") sold of 8,144 GWh
- Revenue of $541 million
- Net loss of $107 million
- Adjusted EBITDA of $359 million
- Cash available for distribution ("CAFD") of $172 million, which met full year guidance
- Declared a first quarter dividend of $0.4220 per Class A common share(1) or $1.688 on an annualized basis, subsequent to the end of the period, unchanged from the previous quarter's dividend
- Acquired 251 megawatts ("MW") of owned capacity in two facilities, Henvey Inlet Wind ("Henvey Inlet") in Ontario and Grady Wind ("Grady") in New Mexico
- Received $256 million in a private placement of 10.4 million shares of perpetual preferred stock (the "Series A Preferred Stock")
- Entered into a definitive merger agreement (the "Merger Agreement") announced November 4, 2019, through which Canada Pension Plan Investment Board ("CPP Investments") will acquire Pattern Energy in an all-cash transaction for $26.75 per share, and concurrently CPP Investments and Riverstone Holdings LLC ("Riverstone") entered into an agreement pursuant to which, at or following the completion of the proposed acquisition of Pattern Energy by CPP Investments, CPP Investments and Riverstone will combine Pattern Energy and Pattern Energy Group Holdings 2 LP ("Pattern Development") under common ownership, bringing together the operating assets of Pattern Energy with the world class development projects and capabilities of Pattern Development
- Pattern Energy acquired 100% of Pattern Energy Group LP's 50% equity ownership interest in the 300 MW Henvey Inlet facility for approximately $193 million, subject to adjustment, for an owned interest of 150 MW. Henvey Inlet is located on the northeast shore of Georgian Bay in Ontario and commenced commercial operation in September 2019. The facility utilizes 87 Vestas 3.45 MW turbines and has a 20-year PPA with the Independent Electricity System Operator for 100% of its production.
- Pattern Energy acquired 51% of Pattern Development's Class B member interest in the 220 MW Grady facility for approximately $100 million for an owned interest of 101 MW. Grady is located in Curry County, New Mexico and commenced commercial operation in August 2019. The facility utilizes 84 Siemens Gamesa 2.625 MW turbines and has a 25-year PPA with Sacramento Municipal Utility District for 100% of its production, up to 200 MW.
- The $26.75 per share all-cash consideration provides significant, immediate and certain value.
- The offer is priced at the high end of valuation metrics and provides a significant premium to stockholders.
- The CPP Investments transaction pays stockholders full and fair value for management's plan, including the execution of its development pipeline.
- It represents a 14.8% premium to Pattern Energy's unaffected price on August 9, 2019, the last trading day prior to market rumors regarding a potential acquisition of the Company.
- Standalone, the Company has faced significant headwinds that led to it consistently trading at a discount to peers who all have financial sponsors.
- The Company's standalone plan is based on a simple equation: Dividend and Growth.
- Without a financial sponsor or easy access to the equity market, Pattern Energy has been limited in its ability to pursue the acquisitions and development needed to sustain its dividend growth.
- Recent movements at peers, driven by M&A speculation at those companies, should not be simply extrapolated to Pattern Energy's stock price.
- The market remains volatile and long-term sustainability of current price levels is uncertain, despite the sector seeing some of its highest-ever trading levels in recent history.
- The fundamentals have not changed. Absent this transaction, the Company will continue facing headwinds, which will require raising equity and possibly cutting the dividend.
- The premium transaction is a better alternative to the Company's standalone plan.
- The Company would face the same issues that have affected its standalone plan since 2015, and it is likely that its relative trading discount and limited access to capital would persist and could worsen.
- All of the meaningful downside risks of the standalone plan will fall on Pattern Energy stockholders if the transaction is not approved.
- The robust process led by the Special Committee of the Board confirms this transaction provides the most value for Pattern Energy stockholders.
- The Special Committee met 21 times over 16 months and received a fairness opinion with respect to the CPP Investments transaction.
- It engaged and contacted the 10 most likely strategic and financial buyers as part of a thorough sale process.
- It conducted additional outreach to 16 parties during a post-signing "go-shop" period that did not result in a superior offer.
- The CPP Investments transaction monetizes Pattern Energy's growth prospects, including realizing the value of Pattern Development 2.0, at an attractive value.
- If it were to proceed standalone, the Company would need to raise substantial equity in the public market to execute on its growth plan. The Company has historically traded at a material discount to peers, which has made raising accretive equity challenging.
- In light of historic volatility in the sector, a short-term spike in prices should not be viewed as a reliable basis for predicting long-term value.
- Proportional gigawatt hours ("GWh") sold of 1,736 GWh
- Revenue of $119 million
- Net loss of $71 million
- Adjusted EBITDA of $65 million
- Cash available for distribution ("CAFD") of $22 million, and on track to meet full year guidance(1)
- Declared a fourth quarter dividend of $0.4220 per Class A common share or $1.688 on an annualized basis, subsequent to the end of the period, unchanged from the previous quarter's dividend
- Acquired 251 megawatts ("MW") of owned capacity, subsequent to the end of the quarter, in two facilities, Henvey Inlet Wind ("Henvey Inlet") and Grady Wind ("Grady"), located in Ontario and New Mexico, respectively, for a total purchase price of $293 million, representing a 10x multiple of the five-year average CAFD(1) of the two projects, with a weighted average PPA life remaining of more than 22 years
- Received $256 million in a private placement of 10.4 million shares of perpetual preferred stock (the "Series A Preferred Stock"), subsequent to the end of the quarter
- Issued its inaugural sustainability report, subsequent to the end of the quarter, outlining the Company's sustainable practices and environmental, social, and governance metrics
- Pattern Energy acquired 100% of Pattern Energy Group LP's 50% equity ownership interest in the 300 MW Henvey Inlet facility for approximately $193 million, subject to adjustment, for an owned interest of 150 MW. Henvey Inlet is located on the northeast shore of Georgian Bay in Ontario and commenced commercial operation in September 2019. The facility utilizes 87 Vestas 3.45 MW turbines and has a 20-year PPA with the Independent Electricity System Operator for 100% of its production.
- Pattern Energy acquired 51% of Pattern Development's Class B member interest in the 220 MW Grady facility for approximately $100 million for an owned interest of 101 MW. Grady is located in Curry County, New Mexico and commenced commercial operation in August 2019. The facility utilizes 84 Siemens Gamesa 2.625 MW turbines and has a 25-year PPA with Sacramento Municipal Utility District for 100% of its production, up to 200 MW.
- Generated pollution-free electricity to power the equivalent of 1.1 million U.S. homes and, when compared to coal-fired generation, avoided 11 million metric tons of carbon dioxide emissions, equivalent to taking 2.4 million cars off the roads, and conserved 6 billion gallons of water.
- Consumed approximately 35 GWh of electricity - less than half of one percent of the clean energy generated by its wind facilities - for business and facility operations.
- Prioritized employee engagement, professional development, and diversity and inclusion initiatives, resulting in the launch of three employee resource groups, new staff training opportunities, and a "Total Rewards" compensation infrastructure.
- Contributed nearly $8 million dollars towards community benefits and almost $20 million in local tax contributions through its operating facilities. Local communities are projected to receive more than $1 billion in economic benefits over the life of the current fleet.
- Completed first year of self-performing operations and maintenance activities at five sites, with an average of 60 hours of operations-related training per field employee and a Total Recordable Injury Rate (TRIR) of 0.79 for Pattern Energy operations field staff.
- $293 million1 acquisition of two operating wind facilities with 20- and 25-year power purchase agreement ("PPA") contract terms, in line with business plan. In addition, Pattern Energy will assume the project finance loans, or tax equity, for the individual projects and purchase a C$97 million loan made to Nigig Power Corporation ("Nigig Power"), a subsidiary of the Henvey Inlet First Nation, the partner in the Henvey Inlet Wind project.
- At a 10x multiple of the five-year average cash available for distribution2, the acquisitions significantly contribute to the Company's 2019/2020 growth objectives.
- 520 MW operating capacity (251 MW owned capacity) purchased from Pattern Energy Group LP ("PEG LP") and Pattern Energy Group 2 LP ("Pattern Development").
- Attractive placement of $260 million for 10.4 million shares of Series A Preferred Stock with an initial base dividend of 5.625% plus an additional contingent dividend based upon sharing of distributions, subject to a cap, received from Pattern Energy's 29.3% ownership in Pattern Development.
- Generated pollution-free electricity to power the equivalent of 1.1 million U.S. homes and, when compared to coal-fired generation, avoided 11 million metric tons of carbon dioxide emissions, equivalent to taking 2.4 million cars off the roads, and conserved 6 billion gallons of water.
- Consumed approximately 35 GWh of electricity – less than half of one percent of the clean energy generated by its wind facilities – for business and facility operations.
- Prioritized employee engagement, professional development, and diversity and inclusion initiatives, resulting in the launch of three employee resource groups, new staff training opportunities, and a "Total Rewards" compensation infrastructure.
- Contributed nearly $8 million dollars towards community benefits and almost $20 million in local tax contributions through its operating facilities. Local communities are projected to receive more than $1 billion in economic benefits over the life of the current fleet.
- Completed first year of self-performing operations and maintenance activities at five sites, with an average of 60 hours of operations-related training per field employee and a Total Recordable Injury Rate (TRIR) of 0.79 for Pattern Energy operations field staff.
- Non-operations field employees received an average of 13 mandatory and voluntary training hours, which included global compliance, anti-corruption, and workplace harassment and discrimination prevention training, in addition to professional development skillsets.
- Actively recruiting people with diverse backgrounds and the skills needed to innovate and improve the Company's competitiveness in the market, while retaining a high-quality workforce with engagement initiatives and competitive benefits that support employee well-being and professional development.
- Strongly committing to safety with a target TRIR of zero and a robust set of safety practices and ongoing training for both employees and contractors.
- Playing leading roles in various collaborations with industry peers and environmental non-governmental organizations to help expand the use of renewable energy in a way that minimizes environmental impacts and protects biodiversity.
- Respecting local cultures in working with communities and indigenous nations by engaging stakeholders with open, transparent, and responsive communication.
- Assessing critical risk factors for the business on a regular basis by evaluating potential financial implications and determining appropriate countermeasures to mitigate risks.
- Maintaining strong governance practices and conducting business activities in a manner that emphasizes the highest standards of business ethics.
- Proportional gigawatt hours ("GWh") sold of 2,114 GWh
- Net loss of $30 million
- Cash available for distribution ("CAFD") of $53 million, and on track to meet full year guidance(1)
- Adjusted EBITDA of $102 million
- Revenue of $140 million
- Declared a third quarter dividend of $0.4220 per Class A common share or $1.688 on an annualized basis, subsequent to the end of the period, unchanged from the previous quarter's dividend
- Acquired 57 megawatts ("MW") of owned interest in two facilities, Belle River and North Kent, both located in Ontario, for a total purchase price of $44 million, representing a 10x multiple of the five-year average CAFD(1) of the two projects, with a weighted average PPA life remaining of more than 17 years
- Expanded liquidity by securing a $250 million three-year bank loan to fund the acquisitions, repayment of the revolving credit facility and general corporate purposes
- Pattern Energy acquired a 35% owned interest in the 100 MW North Kent Wind facility for approximately $26(1) million. North Kent Wind, located in the Municipality of Chatham-Kent in Ontario, began commercial operation in February 2018. The facility utilizes 34 Siemens Gamesa 3.2 MW turbines and has more than 17 years of remaining PPA contract term with Independent Electricity System Operator ("IESO") for 100% of its production. The project has a long-term non-recourse project debt facility of $169(1) million, of which Pattern Energy's share is 35%.
- Pattern Energy acquired a 22% owned interest in the 100 MW Belle River Wind facility for approximately $18(1) million. Belle River Wind, located in the Town of Lakeshore, Ontario, began operation in September 2017. The facility utilizes 40 Siemens Gamesa 3.2 MW turbines and has more than 17 years of remaining PPA contract term with IESO for 100% of its production. The project has a long-term non-recourse project debt facility of $172 million(1), of which Pattern Energy's share is 22%.
- Proportional gigawatt hours ("GWh") sold of 2,116 GWh, down 1%
- Net loss of $46 million
- Cash available for distribution ("CAFD") of $53 million, up 23% and on track to meet full year guidance(1)
- Adjusted EBITDA of $98 million, down 6%
- Revenue of $135 million, up 21%
- Declared a second quarter dividend of $0.4220 per Class A common share or $1.688 on an annualized basis, subsequent to the end of the period, unchanged from the previous quarter's dividend
- Increased Pattern Energy's total capital invested in Pattern Development to $190 million by fulfilling capital calls since January 1, 2019
- Added 400 megawatts ("MW") of new wind projects to the identified right of first offer ("ROFO") list, consisting of three projects in New Mexico with contracted sales to purchasers in the California market
- Proportional gigawatt hours ("GWh") sold of 7,988 GWh, up 2%
- Net loss of $69 million, an improvement of 16%
- Cash available for distribution ("CAFD") of $167 million, up 14% and exceeding the midpoint of 2018 guidance
- Adjusted EBITDA of $372 million, up 8%
- Revenue of $483 million, up 18%
- Declared a first quarter dividend of $0.4220 per Class A common share or $1.688 on an annualized basis, subsequent to the end of the period, unchanged from the previous quarter's dividend
- Completed 316 megawatts ("MW") of new investments in 2018 with no common equity raised, including the Japan portfolio, Mont Sainte-Marguerite and Stillwater acquisitions
- Successfully completed $230 million of asset rotations in 2018 with the sale of El Arrayán and K2 Wind
- Added 400MW of new wind projects to the identified right of first offer ("iROFO") list, consisting of three projects in New Mexico with contracted sales to purchasers in the California market, subsequent to the end of the period
- Announced changes to management roles, effective April 1, 2019, with Mike Garland retaining the Chief Executive Officer role, and the appointment of Mike Lyon to the role of President and Esben Pedersen to the role of Chief Financial Officer
- Announced changes to the Company's Board of Directors with appointment of Mona Sutphen and Richard Goodman and the resignation of Patricia Bellinger, as such the Board is now comprised of seven members, six of whom are independent
- Mona Sutphen has been appointed to the Pattern Energy Board of Directors, to which she brings leadership experience in macroeconomics, geopolitics, policy, organizational and risk management planning and regulatory matters
- Richard Goodman has been appointed to the Pattern Energy Board of Directors, to which he brings leadership expertise as a former Chief Financial Officer of a Fortune 100 company and board experiences with global industrial, retail and financial services companies
- Patricia Bellinger has resigned her position as a Director of Pattern Energy due to time constraints of a new role she has accepted at Harvard University, Ms. Bellinger has served more than five years as a Director
- As a result of these changes, Pattern Energy's Board of Directors is comprised of seven directors, six of whom are independent
- The cash purchase price for Pattern Energy's 35 MW owned interest in Stillwater is approximately $23 million, which represents less than a 10x multiple of the five-year average cash available for distribution1 ("CAFD")
- First acquisition of an identified right of first offer ("iROFO") project from Pattern Development 2.0
- Increases Pattern Energy's operating portfolio to nearly 4 gigawatts ("GW") of gross capacity, with more than 2.8 GW of owned capacity, across 24 projects, excluding the project it has agreed to sell
- Sale reflects the significant intrinsic value of the assets in the portfolio compared to the value ascribed to the business in the public markets
- Sale of the interest allows the Company to acquire or invest in more accretive assets
- Success of the Company's accretive asset recycling strategy
- US$65.0 million to US$69.0 million1 gain on sale
- Sold at 15.0x multiple of the ten-year average cash available for distribution2 ("CAFD")
- Grew owned capacity 175% to 2.9 gigawatts ("GW")
- Expanded operational capacity 272% to 3.9 GW
- Increased cash available for distribution ("CAFD") 242%
- Raised $10.9 billion in capital, including project debt and tax equity
- Established a dividend and grew it by 35%, returning a total of $7.55 per share in dividends since the IPO
- Proportional gigawatt hours ("GWh") sold of 2,263 GWh, up 7%
- Net cash provided by operating activities of $95.7 million
- Cash available for distribution ("CAFD") of $58.7 million, up 19% and on track to meet full year guidance(1)
- Net loss of $1.8 million
- Adjusted EBITDA of $108.4 million, up 18%
- Revenue of $139.9 million, up 30%
- Declared a third quarter dividend of $0.4220 per Class A common share or $1.688 on an annualized basis, subsequent to the end of the period, unchanged from the previous quarter's dividend
- Announced an agreement to sell the Company's operations in Chile, which principally consist of its 81 megawatt ("MW") owned interest in the 115 MW El Arrayán Wind project ("El Arrayán Wind") for which Pattern Energy will receive cash consideration of $68.5 million
- Returned the Santa Isabel project in Puerto Rico to full generating capacity with the consent of the Puerto Rico Electric Power Authority ("PREPA")
- Since April 1, 2018, and including a funding to be made today, invested $50.9 million in Pattern Energy Group 2 LP ("Pattern Development 2.0"); Pattern Energy's ownership level will increase to approximately 29% following a redemption to occur shortly at Pattern Development 2.0
- Proportional gigawatt hours ("GWh") sold of 2,127 GWh, up 4%
- Net cash provided by operating activities of $27.8 million
- Cash available for distribution ("CAFD") of $43.1 million, and on track to meet full year guidance(1)
- Net loss of $12.6 million
- Adjusted EBITDA of $104.2 million
- Revenue of $111.7 million, up 11%
- Declared a second quarter dividend of $0.4220 per Class A common share or $1.688 on an annualized basis, subsequent to the end of the period, unchanged from the previous quarter's dividend
- Acquired 206 megawatts ("MW") of owned capacity in five Japanese projects which represents the Company's entry into Japan, one of the most robust renewables markets in the world
- Invested $27 million in Pattern Energy Group 2 LP's ("Pattern Development 2.0") acquisition of the majority interest in Green Power Investments ("GPI") and the Japanese development pipeline from Pattern Energy Group LP ("Pattern Development 1.0")
- Commenced commercial operations at two projects, the 33 MW Ohorayama Wind power facility in Japan and, subsequent to the end of the period, the 143 MW Mont Sainte-Marguerite Wind power facility in Quebec which Pattern Energy has agreed to acquire with closing expected in the coming weeks
- Proportional gigawatt hours ("GWh") sold of 7,787 GWh, up 14%
- Net cash provided by operating activities of $218 million, up 33%
- Cash available for distribution ("CAFD") of $145.8 million, up 10%
- Net loss of $82.4 million
- Adjusted EBITDA of $343.7 million, up 13%
- Revenue of $411.3 million, up 16%
- Declared a first quarter dividend of $0.422 per Class A common share or $1.688 on an annualized basis, subsequent to the end of the period, unchanged from the previous quarter's dividend
- Agreed to acquire 206 MW of owned capacity in five Japanese projects which represents the Company's entry into one of the most robust renewables markets in the world, subsequent to the end of the period
- Returned the Santa Isabel project in Puerto Rico to operation at a limited capacity, after reconnection to the grid by the Puerto Rico Electric Authority ("PREPA"), in February 2018
- Raised $58.6 million in capital through asset rotation with the completion of the sale of a 49% interest of the Class B membership interest in the 182 MW Panhandle 2 project to Public Sector Pension Investment Board ("PSP Investments")
- Invested $27 million in Pattern Energy Group 2 LP's ("Pattern Development 2.0") announced acquisition of the majority interest in Green Power Investments ("GPI") and the Japanese development pipeline from Pattern Energy Group LP ("Pattern Development 1.0"), subsequent to the end of the period
- Completed an equity offering of approximately $215 million in gross proceeds
- Increases Pattern Energy's operating portfolio to nearly 4 GW of gross capacity, with more than 2.9 GW of owned capacity, across 25 projects, including the projects it has agreed to acquire
- The 206 MW portfolio consists of two operating solar projects (Futtsu and Kanagi), one operating wind project (Otsuki) and two in-construction wind projects (Ohorayama and Tsugaru)
- The cash purchase price for the 84 MW portfolio of Futtsu, Kanagi, Otsuki and Ohorayama is approximately $131.5 million, which represents a 10.5x multiple of the five-year average cash available for distribution1 ("CAFD")
- The cash purchase price for the 122 MW Tsugaru project is approximately $194.0 million, which represents a 9.0x multiple of the five-year average CAFD1 starting with the first full year of operations in 2021
- A $27 million investment in Pattern Development 2.0's acquisition of Pattern Development 1.0's controlling interest in GPI
- All funding required for the transactions will be provided from available liquidity at Pattern Energy
- Proportional gigawatt hours ("GWh") sold of 1,514 GWh
- Net cash provided by operating activities of $2.1 million
- Cash available for distribution ("CAFD") of $9.5 million, and on track to meet the narrowed full year guidance(1)
- Net loss of $48.4 million
- Adjusted EBITDA of $54.7 million
- Revenue of $92.0 million
- Declared a fourth quarter dividend of $0.422 per Class A common share or $1.69 on an annualized basis, subsequent to the end of the period, representing a 0.5% increase over the previous quarter's dividend
- Completed the acquisition of a 51% interest in the 179 MW Meikle Wind facility from Pattern Energy Group LP ("Pattern Development 1.0")(2) for a total investment of approximately $68 million
- Announced the addition of the 100 megawatt ("MW") Ishikari wind project in Japan to the Company's identified ROFO ("right of first offer") list, and as such the identified ROFO list now totals 1,150 MW of potential owned capacity
- Completed an equity offering of approximately $215 million in gross proceeds, subsequent to the end of the period
- All Pattern Energy personnel are safe and no injuries were reported
- No material damage has been found as a result of hurricanes Harvey, Irma or Maria
- The operations team has been able to respond effectively to events and are working with the Puerto Rico Electric Power Authority ("PREPA") to support its efforts to restore power locally
- Pattern Energy is reaffirming its target 2017 cash available for distribution1
- Pattern Energy expects production below its long-term average in the third quarter of 2017 due to weather conditions
- Proportional gigawatt hours ("GWh") sold of 2,112 GWh, up 23%
- Net cash provided by operating activities of $113.4 million, up 105%
- Cash available for distribution ("CAFD") of $49.2 million, up 39% and on track to meet full year guidance(1)
- Net loss of $14.7 million, an improvement of 6%
- Adjusted EBITDA of $91.9 million, up 17%
- Revenue of $107.8 million, up 15%
- Declared a third quarter dividend of $0.4200 per Class A common share or $1.68 on an annualized basis, subsequent to the end of the period, representing a 0.5% increase over the previous quarter's dividend
- Announced increased opportunities for growth and improved alignment with Pattern Development(2) as it secured up to $1 billion in long-term funding commitments to expand its development business to 10 gigawatts ("GW"), including a $60 million minority investment made by Pattern Energy for an approximate 20% interest in Pattern Development 2.0, ensuring the Company access to an exclusive project pipeline and enhancing alignment with the development business
- Announced a strategic co-investment relationship with the Public Sector Pension Investment Board ("PSP Investments") in which PSP Investments will co-invest up to $500 million in projects acquired by Pattern Energy under the Company's right-of-first-offer ("ROFO") with Pattern Development
- Announced Pattern Energy will acquire the Meikle and Mont Sainte-Marguerite projects with PSP Investments, and sell a partial interest in the Panhandle 2 Wind project to PSP Investments
- The arrangements create increased opportunities for growth with improved alignment with Pattern Energy's core business strategy;
- Pattern Development's pipeline expands to 10 GW total capacity, including an additional 275 megawatts ("MW") of owned capacity to the identified right of first offer ("ROFO") list;
- $724 million in new long-term funding commitments for Pattern Development 2.0, primarily from major institutional investors through a Riverstone managed investment entity; and
- A $60 million initial investment by Pattern Energy, for a ~20% interest in Pattern Development 2.0, ensuring access to an exclusive project pipeline and enhancing alignment with the development business.
- PSP Investments to acquire 8.7 million shares (~9.9%) of Pattern Energy stock from Pattern Development 1.0;
- PSP Investments to co-invest $500 million in projects acquired by Pattern Energy under the Company's ROFO with Pattern Development, including investments in the Meikle, Mont Sainte-Marguerite and Panhandle 2 projects (the "Initial Projects"); and
- PSP Investments to have an indirect investment interest in Pattern Development 2.0.
- $65 million1 acquisition by Pattern Energy for a 51% interest in the 179 MW Meikle project from Pattern Development 1.0, which represents a 10x multiple of the five-year average cash available for distribution2 ("CAFD"), PSP Investments will acquire the remaining 49%;
- $40 million1 acquisition by Pattern Energy of a 51% interest in the 143 MW Mont Sainte-Marguerite project from Pattern Development 1.0 at the project's commercial operations date (expected in the first quarter of 2018), which represents a 10x multiple of the project's five-year average CAFD2, PSP Investments will acquire the remaining 49%; and
- $59 million sale by Pattern Energy of 49% of the Class B interest in the 182 MW Panhandle 2 project to PSP Investments, which represents a cash gain of 20% over the Company's net investment basis and more than a 12x multiple of the project's five-year average CAFD2.
- Proportional gigawatt hours ("GWh") sold of 2,038 GWh, up 13%
- Net cash provided by operating activities of $43.8 million, up 197%
- Cash available for distribution ("CAFD") of $45.1 million, up 10% and on track to meet full year guidance(1)
- Net income of $2.5 million
- Adjusted EBITDA of $98.2 million, up 26%
- Revenue of $100.8 million, up 15%
- Declared a second quarter dividend of $0.418 per Class A common share or $1.672 on an annualized basis, subsequent to the end of the period, representing a 1.0% increase over the previous quarter's dividend.
- Acquired a 272 megawatt ("MW") interest in the Broadview Wind ("Broadview") power facilities and the associated independent 345 kV Western Interconnect ("Western Interconnect") transmission line from Pattern Development 1.0(1) for a 9.3x multiple of the five-year average CAFD(2) starting in 2018, subsequent to the end of the quarter
- Commenced commercial operations at Broadview in late March and as such, all 18 facilities in the Company's portfolio are fully operational with a total owned capacity of 2,644 MW
- Published a white paper outlining the business model, investment thesis and phases of renewable energy development, subsequent to the end of the quarter
- Broadview and Western Interconnect have completed construction and commenced commercial operation
- All of Pattern Energy's 18 wind power facilities are now fully operational, with total operational owned capacity of 2,644 MW
- Pattern Energy acquired Broadview and Western Interconnect for $269 million, which consisted of cash consideration of $215 million and an assumed project loan of $54 million secured by Western Interconnect
- The cash consideration was funded from available corporate liquidity
- Pattern Energy expects Broadview and Western Interconnect to generate cash available for distribution ("CAFD") of approximately $18 million in 2018, increasing each year by approximately $2.5 million per year generating an average of $23 million per year in CAFD over the five-year period starting in 2018, which results in a CAFD multiple of 9.3x, after taking into consideration the Western Interconnect loan
- Proportional GWh sold of 6,806 GWh, up 33%
- Net cash provided by operating activities of $164 million, up 39%
- Cash available for distribution (CAFD) of $133.0 million, up 44%
- Net loss of $52.3 million, an improvement of 6%
- Adjusted EBITDA of $304.2 million, up 21%
- Revenue of $354.1 million, up 7%
- Declared a first quarter dividend of $0.41375 per Class A common share or $1.655 on an annualized basis, subsequent to the end of the period, representing a 1.4% increase over the previous quarter's dividend and the twelfth consecutive dividend increase
- Increased owned capacity by 16% to 2,644 MW during 2016 with the acquisition of a 90 MW owned interest in the Armow project and an agreement to acquire a 272 MW owned interest in the Broadview projects, including the associated interconnect transmission line
- Reported construction progress is on schedule at Broadview and the commencement of commercial operations is expected in April 2017, at which time Pattern Energy has agreed to acquire its owned interest
- Completed a $350 million senior notes offering at 5.875% which matures in 2024, subsequent to the end of the period
- Proportional GWh sold of 1,472 GWh, up 17%
- Net cash provided by operating activities of $36.4 million
- Cash available for distribution (CAFD) of $20.2 million, on track to meet full year guidance(1)
- Net loss of $11.1 million, an improvement of 69%
- Adjusted EBITDA of $62.3 million, up 6%
- Revenue of $91.9 million, up 2%
- Declared a fourth quarter dividend of $0.408 per Class A common share or $1.632 on an annualized basis, subsequent to the end of the period, representing a 2.0% increase over the previous quarter's dividend
- Added 90 MW in owned capacity with the acquisition of the Armow Wind project (Armow), located in Ontario, from Pattern Energy Group LP (Pattern Development), subsequent to the end of the period, which brings the total portfolio owned capacity to 2,644 MW, including the Broadview Wind projects (Broadview) which Pattern Energy has agreed to acquire
- Reported construction progress is on schedule at Broadview, in which Pattern Energy has agreed to acquire a 272 MW owned capacity, and that the commencement of commercial operations is expected in early 2017
- Completed a follow-on equity offering of 11.3 million common shares for total net proceeds of $258.6 million
- Adds 90 MW, expanding total owned capacity to 2,644 MW upon closing
- Increases portfolio to 18 wind power facilities, including two it has agreed to acquire
- 20-year power purchase agreement with Ontario Independent Electricity System Operator (IESO)
- Acquisition will be immediately accretive upon closing with cash purchase price representing a 9.5-10.5x multiple on 5-year average CAFD[1] contribution from the project
- Facility has been operational for approximately nine months
- Proportional GWh sold of 1,715 GWh, up 40%
- Net cash provided by operating activities of $54.3 million, up 68%
- Cash available for distribution (CAFD) of $35.5 million, up 27% on track to meet full year guidance
- Net loss of $15.6 million compared to net income of $5.7 million
- Adjusted EBITDA of $78.6 million, up 18%
- Revenue of $93.4 million, up 10%
- Declared a third quarter dividend of $0.40 per Class A common share or $1.60 on an annualized basis, subsequent to the end of the period, representing a 2.6% increase over the previous quarter's dividend
- Added 272 MW in owned capacity, which brings the total portfolio owned capacity to 2,554 MW, with the agreement to acquire the Broadview Wind project (Broadview), located in New Mexico, from Pattern Energy Group LP (Pattern Development)
- Pattern Energy has committed to acquire Broadview, and the associated transmission line, for $269 million at commencement of commercial operations
- Pattern Energy has all the capital required to fund the transaction with currently available liquidity and new project holding company commitments from debt financing facilities
- Broadview has closed construction and term financing and the COD of the project is expected in early 2017
- Pattern Energy expects Broadview to generate cash available for distribution ("CAFD") of approximately $28 million per year based on a five-year average run rate, before financing costs, which results in a pre-financing CAFD multiple of 9.6x for Pattern Energy's owned capacity
- Cash available for distribution (CAFD) of $41.0 million, up 340%, on track to meet full year guidance
- Adjusted EBITDA of $78.1 million, up 67%
- Proportional GWh sold of 1,801 GWh, up 92%
- Revenue of $87.6 million, up 35%
- Declared a second quarter dividend of $0.39 per Class A common share or $1.56 on an annualized basis, subsequent to the end of the period, representing a 2.4% increase over the previous quarter's dividend
- All 16 existing assets, representing 2,282 MW of owned capacity, are operational with no new capital required to be raised for existing ownership interest levels
- Cash available for distribution (CAFD) of $92.4 million, up 49%
- Adjusted EBITDA of $250.5 million, up 26%
- Proportional GWh sold of 5,137 GWh, up 74%
- Revenue of $329.8 million, up 24%
- Declared a first quarter dividend of $0.3810 per Class A common share or $1.524 on an annualized basis, subsequent to the end of the period, representing a 2.4% increase over the previous quarter's dividend
- Increased owned capacity by 39% to 2,282 MW through the acquisition of interests in five projects
- Commenced commercial operations in December 2015 at the 150 MW Amazon Wind Farm Fowler Ridge project in which the Company holds an owned interest of 116 MW
- All 16 existing assets are operational with no new capital required to be raised for existing ownership interest levels
- All of Pattern Energy's 16 wind power facilities now fully operational
- Increases Pattern Energy's total operational capacity to 2,282 MW
- AWS will purchase 100% of the output of Amazon Wind Farm Fowler Ridge
6/23/2020 - Pattern Energy Group Inc. Notice to Note Holders
Pattern Energy Group Inc. Notice to Note Holders
Source: PR Newswire
SAN FRANCISCO, June 23, 2020 /PRNewswire/ -- This notice (this "Notice") is hereby given by Pattern Energy Group Inc., a Delaware corporation (the "Company"), pursuant to the Indenture, dated July 25, 2017, as amended by the first supplemental indenture, dated as of March 16, 2020, and the second supplemental indenture (the "Second Supplemental Indenture"), dated as of April 10, 2020 (collectively, the "Indenture"), among the Company, Pattern US Finance Company LLC as Subsidiary Guarantor, Pattern Energy Operations LP ("Pattern Ops") and Deutsche Bank Trust Company Americas, as Trustee (the "Trustee"), relating to the Company's 5.875% Senior Notes due 2024 (the "Notes") (CUSIP Nos. 70338PAC4 (144A) and U70442AA3 (Reg S)). Capitalized terms used in this Notice, unless otherwise defined herein, have the meanings given to such terms in the Indenture.
On April 10, 2020, the Company received and accepted consents (the "Consents") from Holders of more than a majority of the then outstanding aggregate principal amount of the Notes to adopt certain amendments to the Indenture, which were effective upon execution of the Second Supplemental Indenture and which became operative on April 14, 2020 when the Company paid the consent fee in respect of the Consents. On April 10, 2020, the Company issued a press release publicly announcing the execution of the Second Supplemental Indenture. Copies of the Second Supplemental Indenture and the press release were filed as Exhibits 4.1 and 99.1, respectively, to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 14, 2020.
Pursuant to the terms of the Second Supplemental Indenture, the Company intends to satisfy its obligations under Section 4.03 of the Indenture by furnishing reports to Holders of the Notes through a virtual data site. To receive access, holders of the Notes, prospective investors and securities analysts should contact Wendy Chan at (415) 277-3457 or wendy.chan@patternenergy.com.
Copies of this Notice may be obtained from the Trustee at the following address:
Deutsche Bank Trust Company Americas
60 Wall Street, 24th Floor
Mail Stop NYC60-2405
New York, NY 10005
Attention: Corporate Team, Pattern Energy Group
The above-referenced CUSIP numbers are included solely for the convenience of the Holders of the Notes. No representation is made as to the correctness of such numbers either as printed on the Notes or as indicated in this Notice.
Contact
Matt Dallas
Media Relations
Pattern Energy
917-363-1333
matt.dallas@patternenergy.com
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SOURCE Pattern Energy Group Inc.
Article Date
6/23/2020Pattern Energy Group Inc. Announces Consent Solicitation to the Holders of its 5.875% Senior Notes Due 2024
Source: PR Newswire
SAN FRANCISCO, April 6, 2020 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company") announced today that it has commenced an elective consent solicitation (the "Consent Solicitation") to holders of record as of 5 p.m., New York City time, on April 3, 2020, of its 5.875% Senior Notes due 2024 (the "Notes").
The Consent Solicitation offers important benefits to the holders and seeks to amend the indenture, dated as of January 25, 2017 (as amended or supplemented from time to time, the "Indenture"), among the Company, Pattern US Finance Company LLC, as guarantor, Pattern Energy Operations LP ("Pattern Operations"), as co-obligor, and Deutsche Bank Trust Company Americas, as trustee, to, among other things, (i) modify the reporting covenant with respect to the Notes to permit Pattern Operations to provide financial statements and other information to holders of the Notes in lieu of the existing reporting obligations contained in the Indenture and (ii) certain other technical amendments (such amendments, as further described in the Consent Solicitation Statement (as defined below), the "Amendments").
The Consent Solicitation is conditioned upon (i) the consent (the "Consent") of the holders of at least a majority in aggregate principal amount of the outstanding Notes and (ii) the other conditions contained in the Consent Solicitation Statement (as defined below). The complete terms of the Consent Solicitation are described in the Consent Solicitation Statement, and holders of the Notes are urged to read the Consent Solicitation Statement in full.
On March 16, 2020, the Company was acquired by an affiliate of Canada Pension Plan Investment Board (the "Merger"). As a result of the Merger and related reorganizations, Pattern Operations serves as the direct holding company for substantially all of the operating assets of the Company and its consolidated subsidiaries prior to the Merger.
If the Requisite Consents (as defined below) are received, the Company expects to make certain other voluntary amendments to the Indenture for the benefit of holders. These amendments would (among other things): (1) revise the definition of "Change of Control" so that a change of control with respect to Pattern Operations will trigger the obligations of the Company under the Indenture, (2) revise the liens covenant to provide that Pattern Operations will be subject to such covenant and (3) revise the Events of Default provision so that certain clauses also apply to Pattern Operations.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on Friday, April 10, 2020 unless extended or earlier terminated by the Company (the "Expiration Time"). If the Company accepts the valid Consents of holders of at least a majority in aggregate principal amount of the Notes (the "Requisite Consents"), holders who validly deliver their Consent by the Expiration Time in the manner described in the Consent Solicitation Statement dated April 6, 2020 (the "Consent Solicitation Statement") will be eligible to receive a consent fee (the "Consent Fee") of $2.50 in cash per $1,000 in principal amount of the Notes as to which such Consent was validly delivered. Subject to the terms and conditions of the Consent Solicitation Statement, the Company will pay the Consent Fee to the consenting holders as promptly as practicable after the conditions set forth within the Consent Solicitation Statement have been satisfied or waived. Consents may be revoked at any time prior to the earlier of (i) the date on which the Amendments become effective upon acceptance by the Company of the Requisite Consents and the (ii) Expiration Time, but not thereafter.
If the Amendments are approved, the Amendments will be binding on all holders of the Notes, including those that did not deliver their Consent, and only holders validly delivering their Consent on or prior to the Expiration Time will receive the consent fee.
The Company has retained RBC Capital Markets, LLC and BMO Capital Markets Corp. to act as the solicitation agents for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to RBC Capital Markets, LLC at (877) 381-2099 or BMO Capital Markets Corp. at (833) 418-0762. Requests for documents may be directed to Global Bondholder Services Corporation, the information and tabulation agent, at (212) 430-3774. Holders can also download documents relating to the Consent Solicitation at https://www.gbsc-usa.com/patternenergy/.
None of the Company, solicitation agent or the information and tabulation agent make any recommendations as to whether holders should deliver Consents pursuant to the consent solicitation, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decisions as to whether to deliver consents.
This press release is for informational purposes only and is not a solicitation of consent with respect to the Notes or any other securities. The consent solicitation is being made solely pursuant to the consent solicitation statement, which sets forth the complete terms of the consent solicitation.
About Pattern Energy Group Inc.
Pattern Energy Group Inc. is the majority owner of Pattern Energy Group LP ("Pattern Energy"), which is one of the world's largest privately-owned developers and operators of wind, solar, transmission, and energy storage projects. Based in the U.S., Pattern Energy's operational portfolio includes 28 renewable energy facilities that use best-in-class technology with an operating capacity of 4.4 GW in the United States, Canada and Japan. Everything Pattern Energy does is guided by a long-term commitment to serve its customers, protect the environment, strengthen communities, support its teams, and create value for its stakeholders. For more information, visit www.patternenergy.com.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding, the ability of the Company to advance its mission to bring renewable energy to communities, the ability of the Company to grow by capturing opportunities presented by demand for low-carbon energy, and similar statements. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Contact
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Ross Marshall
(416) 526-1563
ross.marshall@loderockadvisors.com
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SOURCE Pattern Energy Group Inc.
Article Date
4/6/2020Pattern Energy Comments on ISS Update Regarding the Proposed Transaction with Canada Pension Plan Investment Board
Source: PR Newswire
SAN FRANCISCO, March 9, 2020 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company") today issued the following statement regarding the Proxy Alert report published by ISS on March 9, 2020,1 regarding the Company's pending merger transaction (the "Transaction") with Canada Pension Plan Investment Board ("CPP Investments"):
The Company's Board of Directors lauds ISS for recognizing that stockholders should "reconsider the certainty of cash" of the Transaction in light of the recent market volatility and the potential impact of oil prices on the market, which ISS describes as "a factor that can be expected to heavily impact renewable energy firms' future prospects."
The Board continues to recommend that stockholders vote FOR the Transaction to receive significant, immediate and certain value in the face of a volatile sector in a global market that is in disarray.
The Special Meeting to vote on the Transaction is tomorrow, March 10, 2020. The Board strongly recommends that stockholders vote "FOR" the Transaction. Only the latest dated, validly executed vote will count, which means that even if stockholders have previously voted against the Transaction, they can still vote "FOR" the Transaction TODAY.
The Company expects the Transaction to close shortly following receipt of stockholder approval. Pattern Energy has received all regulatory approvals required to complete the Transaction.
Evercore and Goldman Sachs & Co. LLC are acting as independent financial advisors to Pattern Energy's Special Committee of the Board, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as independent legal counsel to the Special Committee of the Board.
Stockholders with questions about the Special Meeting or who need assistance with voting procedures should contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders (Toll-Free): 1-888-750-5834
Banks and Brokers (Collect): 1-212-750-5833
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "plan," "predict," "project," "forecast," "guidance," "goal," "objective," "prospects," "possible" or "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the pending acquisition of the Company, including, without limitation, (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, and (c) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied; (2) the effects that any termination of the Merger Agreement may have on the Company or its business, including the risks that (a) the price of the Company's common stock may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and its business, including the risks that as a result (a) the Company's business, operating results or stock price may suffer, (b) the Company's current plans and operations may be disrupted, (c) the Company's ability to retain or recruit key employees may be adversely affected, (d) the Company's business relationships (including with suppliers, off-takers, and business partners) may be adversely affected, (e) the Company is not able to access the debt or equity markets on favorable terms, or at all, or (f) the Company's management's or employees' attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on the Company's ability to operate its business or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) the Company's ability to continue paying a quarterly dividend; and (8) other economic, business, competitive, legal, regulatory, and/or tax factors under the heading "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities and Exchange Commission ("SEC") and Canadian securities regulatory authorities. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This press release may be deemed to be solicitation material in respect of the Merger. In connection with the proposed transaction, the Company has filed a definitive proxy statement with the SEC and Canadian securities regulatory authorities and mailed the definitive proxy statement and proxy card to each stockholder entitled to vote at the special meeting relating to the proposed Merger. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY HAS FILED AND MAY FILE WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors are able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC's website at www.sec.gov and the website of the Canadian securities regulatory authorities at www.sedar.com. Copies of the proxy statement and the filings incorporated by reference therein may also be obtained, without charge, by contacting the Company's Investor Relations department at ir@patternenergy.com or (416) 526-1563.
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company's directors and executive officers is available in its annual proxy statement and definitive proxy statement related to the proposed transaction filed with the SEC and Canadian securities regulatory authorities on April 23, 2019 and February 4, 2020, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is also contained in the definitive proxy statement and other relevant materials filed with the SEC and Canadian securities regulatory authorities. These documents can be obtained free of charge from the Company from the sources indicated above.
Media Contact
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Ed Trissel / Aaron Palash
212.355.4449
Investor Contact
Scott Winter / Gabrielle Wolf
Innisfree M&A Incorporated
212.750.5833
1 Permission to use quotes was neither sought nor obtained
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SOURCE Pattern Energy Group Inc.
Article Date
3/9/2020Pattern Energy's Board of Directors Urges Stockholders to Vote "FOR" the Canada Pension Plan Investment Board Transaction Today
Source: PR Newswire
Special Meeting to be Held on Tuesday, March 10, 2020
SAN FRANCISCO, March 9, 2020 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company") today announced that its Board of Directors is reminding stockholders to vote "FOR" the proposals related to the Company's pending transaction (the "Transaction") with Canada Pension Plan Investment Board ("CPP Investments") at the upcoming Special Meeting on March 10, 2020. The Company issued the following statement:
Our Board of Directors firmly reiterates its recommendation that stockholders vote "FOR" the compelling and certain value of the Transaction. A vote "FOR" the Transaction is a vote for:
We recognize there are those who believe the Company should consider a different path forward. Simply put, we believe they are wrong.
The Special Meeting to vote on the Transaction is being held tomorrow, March 10, 2020. The Board strongly recommends that stockholders vote "FOR" the Transaction. Only your latest dated, validly executed vote will count, which means that even if you have previously voted against the Transaction, you can still vote "FOR" the Transaction TODAY.
The Company continues to expect the Transaction to close shortly following receipt of shareholder approval. Pattern Energy has received all regulatory approvals required to complete the Transaction.
Evercore and Goldman Sachs & Co. LLC are acting as independent financial advisors to Pattern Energy's Special Committee of the Board, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as independent legal counsel to the Special Committee of the Board.
Stockholders with questions about the special meeting or who need assistance with voting procedures should contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders (Toll-Free): 1-888-750-5834
Banks and Brokers (Collect): 1-212-750-5833
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "plan," "predict," "project," "forecast," "guidance," "goal," "objective," "prospects," "possible" or "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the pending acquisition of the Company, including, without limitation, (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, and (c) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied; (2) the effects that any termination of the Merger Agreement may have on the Company or its business, including the risks that (a) the price of the Company's common stock may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and its business, including the risks that as a result (a) the Company's business, operating results or stock price may suffer, (b) the Company's current plans and operations may be disrupted, (c) the Company's ability to retain or recruit key employees may be adversely affected, (d) the Company's business relationships (including with suppliers, off-takers, and business partners) may be adversely affected, (e) the Company is not able to access the debt or equity markets on favorable terms, or at all, or (f) the Company's management's or employees' attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on the Company's ability to operate its business or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) the Company's ability to continue paying a quarterly dividend; and (8) other economic, business, competitive, legal, regulatory, and/or tax factors under the heading "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities and Exchange Commission ("SEC") and Canadian securities regulatory authorities. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This press release may be deemed to be solicitation material in respect of the Merger. In connection with the proposed transaction, the Company has filed a definitive proxy statement with the SEC and Canadian securities regulatory authorities and mailed the definitive proxy statement and proxy card to each stockholder entitled to vote at the special meeting relating to the proposed Merger. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY HAS FILED AND MAY FILE WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors are able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC's website at www.sec.gov and the website of the Canadian securities regulatory authorities at www.sedar.com. Copies of the proxy statement and the filings incorporated by reference therein may also be obtained, without charge, by contacting the Company's Investor Relations department at ir@patternenergy.com or (416) 526-1563.
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company's directors and executive officers is available in its annual proxy statement and definitive proxy statement related to the proposed transaction filed with the SEC and Canadian securities regulatory authorities on April 23, 2019 and February 4, 2020, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is also contained in the definitive proxy statement and other relevant materials filed with the SEC and Canadian securities regulatory authorities. These documents can be obtained free of charge from the Company from the sources indicated above.
Media Contact
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Ed Trissel / Aaron Palash
212.355.4449
Investor Contact
Scott Winter / Gabrielle Wolf
Innisfree M&A Incorporated
212.750.5833
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SOURCE Pattern Energy Group Inc.
Article Date
3/9/2020Pattern Energy Reports Fourth Quarter and Year End 2019 Financial Results
Source: PR Newswire
- Declares dividend of $0.4220 per Class A common share(1) for first quarter 2020 -
SAN FRANCISCO, March 2, 2020 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2019 fourth quarter and year end.
Highlights
(Comparisons made between fiscal 2019 and fiscal 2018 results, unless otherwise noted)
"The assets continue to perform well with wind resource just below our long-term average during the quarter," said Mike Garland, CEO of Pattern Energy. "We met our 2019 full year guidance for CAFD and the business continues to perform in line with management's plan."
(1) Such dividend will only be payable in the event the record date, which is March 31, 2020, occurs prior to the effective time of the merger under the Merger Agreement.
Financial and Operating Results
Pattern Energy sold 2,179,090 megawatt hours ("MWh") of electricity on a proportional basis in the fourth quarter of 2019, compared to 1,966,677 MWh sold in the same period last year. Pattern Energy sold 8,144,403 MWh of electricity on a proportional basis for the year ended December 31, 2019 (the "full year 2019"), compared to 7,988,192 MWh in 2018. The 11% improvement in the quarterly period was primarily due to volume increases resulting from acquisitions and less favorable wind conditions in 2018 partially offset by volume decreases due to divestitures.
Net income was $40 million in the fourth quarter of 2019, compared to a net loss of $22 million for the same period in 2018. The increase in net income in the quarterly period was primarily due to a one-time $125 million distribution related to a refinancing at South Kent and Grand, partially offset by a $71 million pre-tax gain on the sale of K2 in 2018.
Net loss for the full year 2019 was $107 million compared to $69 million for the same period in 2018. The increase in net loss for the annual period was primarily due to $53 million in accelerated deprecation mainly as a result of the repowering at the Gulf Wind project, a $14 million increase in corrective maintenance repairs, a $14 million increase in contingent consideration payable to Pattern Energy Group LP as a result of construction cost savings at Tsugaru and the completion of construction at Grady and a $71 million decrease in other income resulting from the sale of K2 in 2018. These decreases were partially offset by a $106 million increase in earnings from our unconsolidated investments as a result of the suspension of equity method accounting and the recognition of distributions through earnings in 2019 and a decrease in our proportionate share of losses at Pattern Development.
Adjusted EBITDA was $94 million for the fourth quarter of 2019 compared to $81 million for the same period in 2018. The 16% increase in the quarterly period was primarily due to a $30 million increase in earnings due to new projects acquired and a $7 million decrease in losses at our development investment segment, partially offset by a $11 million decrease in earnings as a result of our divestiture of K2 and a $12 million decrease in earnings from projects fully operational in both periods.
Adjusted EBITDA was $359 million for the full year 2019 compared to $372 million for 2018. The $13 million decrease in Adjusted EBITDA during 2019 was primarily due to a $39 million decrease in earnings as a result of our divestiture of K2, a $5 million increase in losses at our development investment segment and a $24 million decrease in earnings from projects fully operational in both periods, partially offset by a $55 million increase in earnings due to new projects acquired. The decrease in earnings from projects fully operational in both periods was primarily due to increased corrective maintenance repairs.
Cash available for distribution was $44 million for the fourth quarter of 2019, compared to $35 million for the same period in 2018. The change in the quarterly period was primarily due to $21 million earned by new projects acquired, partially offset by a $10 million decrease in earnings from projects fully operational in both periods and a $2 million reduction as a result of divestitures.
Cash available for distribution was $172 million for the full year 2019 compared to $167 million for 2018. The $5 million increase in the annual period was primarily due to $30 million earned by new projects acquired, partially offset by a $14 million reduction as a result of divestitures and an $11 million decrease in earnings from projects fully operational in both periods. Based on dividends paid during 2019, Pattern Energy's dividend payout ratio was 96% of 2019 cash available for distribution.
Financial Guidance
In light of the expected closing of the Merger Agreement, the Company is not providing a target range for 2020 full year cash available for distribution at this time. Moreover, the Company has not evaluated its 2020 performance outlook for cash available for distribution for (among other things) the effect of the Merger Agreement and other recent market conditions. For more information about the Company's cash available for distribution, refer to the definitive proxy statement the Company filed on February 4, 2020.
Common Dividend
Pattern Energy declared a dividend for the first quarter 2020, payable on April 30, 2020, to common equity holders of record on March 31, 2020 in the amount of $0.4220 per Class A common share. Such dividend will only be payable in the event the record date, which is March 31, 2020, occurs prior to the effective time of the merger under the Merger Agreement. The quarterly dividend represents $1.688 on an annualized basis. The amount of the first quarter 2020 dividend is unchanged from the fourth quarter 2019 dividend.
Preferred Dividend
Pattern Energy declared a dividend, payable on April 30, 2020, to holders of record of the Series A Preferred Stock on April 15, 2020, aggregating to approximately $4 million.
New Acquisitions
Pattern Energy acquired two wind projects, Henvey Inlet and Grady, from Pattern Energy Group LP and Pattern Development, respectively, for total cash consideration of $293 million.
New Financing Arrangement(2)
In October 2019, Pattern Energy issued 10.4 million shares of Series A Perpetual Preferred Stock with a par value of $260 million issued at a 1.5% discount. The Series A Preferred Shares are entitled to receive, when declared by the board of directors, cumulative cash dividends at an initial annual rate of 5.625%, based on the $25.00 per share liquidation preference. The annual dividend rate shall increase by 0.5% every year starting on the third anniversary of issuance date to a maximum of four escalations, or 7.625%. The Series A Preferred Shares are entitled to receive 12.6% of any cash distributions, including the return of capital, made by Pattern Development to the Company or any of its subsidiaries not to exceed $3.25 per Series A Preferred Share. Pattern Energy received net proceeds of $256 million which it used to fund the acquisition of Henvey Inlet, partially repay borrowings under the revolving credit facility and pay related expenses and fees.
(2) The consummation of the Merger Agreement would affect the terms of the Series A Preferred Shares described herein.
Acquisition Pipeline
Pattern Development has a pipeline of development projects totaling more than 10 gigawatts ("GW"). Pattern Energy has a right of first offer ("ROFO") on the entire pipeline of acquisition opportunities. The identified ROFO list stands at 1,065 MW of total capacity and represents a portion of the pipeline of development projects, which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased more than 1.9 GW from Pattern Energy Group LP and Pattern Development.
Capacity (MW) | ||||||||||||||
Identified | Status | Location | Construction | Commercial | Contract | Rated (1) | Pattern | |||||||
Sumita | Late stage development | Japan | 2020 | 2022 | PPA | 100 | 55 | |||||||
Ishikari | Late stage development | Japan | 2020 | 2023 | PPA | 112 | 112 | |||||||
Tohoku Project(s) | Mid-stage development | Japan | 2021/2022 | 2024/2025 | PPA | 453 | 319 | |||||||
Corona Wind Project(s) | Late stage development | New Mexico | 2020 | 2021 | PPA | 400 | 340 | |||||||
1,065 | 826 | |||||||||||||
(1) Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of weather and other conditions,a project will not operate at its rated capacity at all times and the amount of electricity generated may be less than its rated capacity. (2) Pattern Development owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development's percentage ownership interest in the distributable cash flow of the project. | ||||||||||||||
Pattern Energy Group Inc. Consolidated Statements of Operations (In millions of U.S. dollars, except share data) | |||||||||||||||
Three months ended | For the year ended | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(unaudited) | (unaudited) | ||||||||||||||
Revenue: | |||||||||||||||
Electricity sales | $ | 144 | $ | 110 | $ | 517 | $ | 464 | |||||||
Other revenue | 3 | 3 | 24 | 19 | |||||||||||
Total revenue | 147 | 113 | 541 | 483 | |||||||||||
Cost of revenue: | |||||||||||||||
Project expense | 45 | 38 | 166 | 143 | |||||||||||
Transmission costs | 8 | 5 | 25 | 26 | |||||||||||
Depreciation, amortization and accretion | 82 | 84 | 318 | 250 | |||||||||||
Total cost of revenue | 135 | 127 | 509 | 419 | |||||||||||
Gross profit (loss) | 12 | (14) | 32 | 64 | |||||||||||
Operating expenses: | |||||||||||||||
General and administrative | 13 | 11 | 47 | 40 | |||||||||||
Development expense | 1 | — | 14 | — | |||||||||||
Related party general and administrative | 6 | 3 | 18 | 15 | |||||||||||
Impairment expense | — | — | — | 7 | |||||||||||
Total operating expenses | 20 | 14 | 79 | 62 | |||||||||||
Operating income (loss) | (8) | (28) | (47) | 2 | |||||||||||
Other income (expense): | |||||||||||||||
Interest expense | (33) | (28) | (111) | (109) | |||||||||||
Gain (loss) on derivatives | 3 | 1 | 6 | 17 | |||||||||||
Earnings in unconsolidated investments, net | 123 | (12) | 107 | 1 | |||||||||||
Early extinguishment of debt | — | (6) | — | (6) | |||||||||||
Net earnings (loss) on transactions | (9) | 71 | (14) | 69 | |||||||||||
Other income (expense), net | (2) | (2) | (5) | (11) | |||||||||||
Total other expense | 82 | 24 | (17) | (39) | |||||||||||
Net loss before income tax | 74 | (4) | (64) | (37) | |||||||||||
Income tax provision | 34 | 18 | 43 | 32 | |||||||||||
Net income (loss) | 40 | (22) | (107) | (69) | |||||||||||
Net loss attributable to noncontrolling interests | (17) | (9) | (76) | (211) | |||||||||||
Net income (loss) attributable to Pattern Energy | 57 | (13) | (31) | 142 | |||||||||||
Series A preferred stock dividends | $ | (4) | $ | — | $ | (4) | $ | — | |||||||
Net income (loss) attributable to common shareholders | $ | 53 | $ | (13) | $ | (35) | $ | 142 | |||||||
Weighted-average number of common shares outstanding | |||||||||||||||
Basic | 97,615,483 | 97,476,708 | 97,603,555 | 97,456,407 | |||||||||||
Diluted | 106,308,984 | 97,476,708 | 97,603,555 | 97,651,501 | |||||||||||
Net income (loss) per share attributable to Pattern Energy | |||||||||||||||
Basic | $ | 0.55 | $ | (0.15) | $ | (0.35) | $ | 1.45 | |||||||
Diluted | $ | 0.54 | $ | (0.15) | $ | (0.35) | $ | 1.45 | |||||||
Adjusted EBITDA and Cash Available for Distribution Non-GAAP Reconciliations
The following tables present a reconciliation of Adjusted EBITDA and cash available for distribution to net income (loss), the most directly comparable GAAP financial measure, for the periods indicated (in millions):
Three months ended | For the year ended | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Net income (loss) | $ | 40 | $ | (22) | $ | (107) | $ | (69) | ||||||||
Plus: | ||||||||||||||||
Interest expense, net of interest income | 31 | 28 | 107 | 107 | ||||||||||||
Income tax provision | 34 | 18 | 43 | 32 | ||||||||||||
Depreciation, amortization and accretion | 93 | 92 | 350 | 280 | ||||||||||||
EBITDA | $ | 198 | $ | 116 | $ | 393 | $ | 350 | ||||||||
Unrealized (gain) loss on derivatives | (2) | 6 | 6 | 5 | ||||||||||||
Early extinguishment of debt | — | 6 | — | 6 | ||||||||||||
Impairment expense | — | — | — | 7 | ||||||||||||
Gain on asset sales | — | (71) | — | (71) | ||||||||||||
Adjustments for unconsolidated investments(1) | (118) | — | (126) | — | ||||||||||||
Other(2) | 2 | — | 17 | 2 | ||||||||||||
Plus, proportionate share from unconsolidated investments: | ||||||||||||||||
Interest expense, net of interest income | 10 | 9 | 31 | 38 | ||||||||||||
Income tax provision | — | — | — | 1 | ||||||||||||
Depreciation, amortization and accretion | 9 | 9 | 30 | 35 | ||||||||||||
(Gain) loss on derivatives | (5) | 6 | 8 | (1) | ||||||||||||
Adjusted EBITDA | $ | 94 | $ | 81 | $ | 359 | $ | 372 | ||||||||
Plus: | ||||||||||||||||
Distributions from unconsolidated investments(3) | 10 | 10 | 45 | 58 | ||||||||||||
Network upgrade reimbursement | — | — | 1 | 1 | ||||||||||||
Release of restricted cash | 1 | — | 7 | 4 | ||||||||||||
Stock-based compensation | 1 | 1 | 5 | 5 | ||||||||||||
Pay-go contribution | 6 | 4 | 6 | 4 | ||||||||||||
Other | 8 | 4 | 13 | 1 | ||||||||||||
Less: | ||||||||||||||||
Unconsolidated investment earnings and proportionate shares | (19) | (15) | (57) | (85) | ||||||||||||
Interest expense, less non-cash items and interest income | (29) | (25) | (99) | (99) | ||||||||||||
Income taxes | (1) | (4) | (4) | (4) | ||||||||||||
Non-expansionary capital expenditures | (1) | — | (1) | — | ||||||||||||
Distributions to noncontrolling interests | (8) | (9) | (41) | (38) | ||||||||||||
Principal payments paid from operating cash flows | (14) | (12) | (58) | (52) | ||||||||||||
Preferred stock dividend | (4) | — | (4) | — | ||||||||||||
Cash available for distribution | $ | 44 | $ | 35 | $ | 172 | $ | 167 | ||||||||
Weighted-average number of common shares outstanding | ||||||||||||||||
Basic | 97,615,483 | 97,476,708 | 97,603,555 | 97,456,407 | ||||||||||||
Cash available for distribution per share | ||||||||||||||||
Basic | $ | 0.45 | $ | 0.36 | $ | 1.76 | $ | 1.71 | ||||||||
(1) Amount consists of gains on distributions from unconsolidated investments of $132 million and $142 million for the three and twelve months ended (2) Included in Other for the three and twelve months ended December 31, 2019 is Development expense of $1 million and $14 million, respectively, (3) For the three and twelve months ended December 31, 2019, amount excludes a one-time distribution of $125 million related to the refinancing at South
| ||||||||||||||||
Pattern Energy Group Inc. Consolidated Balance Sheets (In millions of U.S. dollars, except share and par value data) | |||||||
December 31, | |||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 156 | $ | 101 | |||
Restricted cash | — | 4 | |||||
Counterparty collateral | — | 6 | |||||
Trade receivables | 81 | 50 | |||||
Related party receivable | 17 | 7 | |||||
Derivative assets, current | 3 | 14 | |||||
Prepaid expenses | 15 | 18 | |||||
Deferred financing costs, current, net of accumulated amortization of $6 and $3 as | 2 | 2 | |||||
Sales tax receivable | 33 | 1 | |||||
Notes receivable, current | 13 | — | |||||
Other current assets | 17 | 8 | |||||
Total current assets | 337 | 211 | |||||
Restricted cash | 63 | 18 | |||||
Major construction advances | 39 | 84 | |||||
Construction in progress | 545 | 259 | |||||
Property, plant and equipment, net | 4,818 | 4,119 | |||||
Unconsolidated investments | 298 | 270 | |||||
Derivative assets | 8 | 9 | |||||
Deferred financing costs | 9 | 8 | |||||
Net deferred tax assets | 2 | 5 | |||||
Intangible assets, net | 808 | 219 | |||||
Goodwill | 58 | 58 | |||||
Notes receivable | 79 | — | |||||
Other assets | 109 | 34 | |||||
Total assets | $ | 7,173 | $ | 5,294 | |||
Liabilities, mezzanine equity and equity | |||||||
Current liabilities: | |||||||
Accounts payable and other accrued liabilities | $ | 68 | $ | 67 | |||
Accrued construction costs | 112 | 27 | |||||
Counterparty collateral liability | — | 6 | |||||
Accrued interest | 15 | 14 | |||||
Dividends payable | 46 | 42 | |||||
Derivative liabilities, current | 12 | 2 | |||||
Revolving credit facility, current | 75 | 198 | |||||
Current portion of long-term debt, net | 414 | 56 | |||||
Contingent liabilities, current | 133 | 31 | |||||
Asset retirement obligations, current | 21 | 24 | |||||
Other current liabilities | 33 | 11 | |||||
Total current liabilities | 929 | 478 | |||||
Revolving credit facility | 25 | 25 | |||||
Long-term debt, net | 2,887 | 2,004 | |||||
Derivative liabilities | 103 | 31 | |||||
Net deferred tax liabilities | 151 | 117 | |||||
Intangible liabilities, net | 44 | 56 | |||||
Contingent liabilities | 35 | 142 | |||||
Asset retirement obligations | 242 | 185 | |||||
Other long-term liabilities | 146 | 71 | |||||
Contract liability | 27 | 26 | |||||
Total liabilities | 4,589 | 3,135 | |||||
Commitments and contingencies | |||||||
Mezzanine equity | |||||||
Series A Preferred Stock, $0.01 par value per share; 100,000,000 preferred shares | 234 | — | |||||
Equity: | |||||||
Class A common stock, $0.01 par value per share; 500,000,000 shares authorized; | 1 | 1 | |||||
Additional paid-in capital | 968 | 1,130 | |||||
Accumulated loss | (58) | (27) | |||||
Accumulated other comprehensive loss | (69) | (52) | |||||
Treasury stock, at cost; 289,690 and 223,040 shares of Class A common stock as of | (6) | (5) | |||||
Total equity before noncontrolling interests | 836 | 1,047 | |||||
Noncontrolling interests | 1,514 | 1,112 | |||||
Total equity | 2,350 | 2,159 | |||||
Total liabilities, mezzanine equity and equity | $ | 7,173 | $ | 5,294 | |||
Pattern Energy Group Inc. Consolidated Statements of Cash Flows (In millions of U.S. dollars) | |||||||
For the year ended December 31, | |||||||
2019 | 2018 | ||||||
Operating activities | |||||||
Net loss | $ | (107) | $ | (69) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation, amortization and accretion | 353 | 280 | |||||
Impairment expense | — | 7 | |||||
Loss on derivatives | 5 | 4 | |||||
Stock-based compensation | 5 | 5 | |||||
Deferred taxes | 38 | 16 | |||||
Earnings in unconsolidated investments, net | (107) | (1) | |||||
Distributions from unconsolidated investments | 40 | 48 | |||||
Gain on transactions | — | (71) | |||||
Early extinguishment of debt | — | 6 | |||||
Other reconciling items | — | 1 | |||||
Changes in operating assets and liabilities: | |||||||
Counterparty collateral asset | 6 | 24 | |||||
Trade receivables | (13) | 1 | |||||
Other current assets | (19) | 15 | |||||
Other assets (non-current) | (11) | (6) | |||||
Accounts payable and other accrued liabilities | (24) | 3 | |||||
Counterparty collateral liability | (6) | (24) | |||||
Contract liability | — | 34 | |||||
Contingent liabilities | 5 | — | |||||
Other current liabilities | (1) | 26 | |||||
Other long-term liabilities | 3 | (20) | |||||
Net cash provided by operating activities | 167 | 279 | |||||
Investing activities | |||||||
Cash paid for acquisitions and investments, net of cash and restricted cash acquired | (326) | (415) | |||||
Proceeds from sale of investments, net of cash and restricted cash distributed | — | 214 | |||||
Capital expenditures | (264) | (181) | |||||
Distributions from unconsolidated investments | 131 | 10 | |||||
Other assets | (8) | (1) | |||||
Issuance of notes receivable | (4) | — | |||||
Net cash used in investing activities | (471) | (373) | |||||
Financing activities | |||||||
Proceeds from preferred share offering | $ | 256 | $ | — | |||
Dividends paid | (165) | (165) | |||||
Preferred share issuance costs | (1) | — | |||||
Capital contributions - noncontrolling interests | 28 | 98 | |||||
Capital distributions - noncontrolling interests | (41) | (38) | |||||
Payment for financing fees | (5) | (9) | |||||
Proceeds from long-term debt and other | 454 | 226 | |||||
Repayment of long-term debt and other | (57) | (186) | |||||
Proceeds from short-term debt | 612 | 562 | |||||
Repayment of short-term debt | (654) | (402) | |||||
Cash paid for contingent consideration | (21) | — | |||||
Proceeds (payments) for termination of designated derivatives | (3) | 1 | |||||
Other financing activities | (3) | (4) | |||||
Net cash provided by financing activities | 400 | 83 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | — | (4) | |||||
Net change in cash, cash equivalents and restricted cash | 96 | (15) | |||||
Cash, cash equivalents and restricted cash at beginning of period | 123 | 138 | |||||
Cash, cash equivalents and restricted cash at end of period | $ | 219 | $ | 123 | |||
Supplemental disclosures | |||||||
Cash payments for income taxes | $ | 16 | $ | 2 | |||
Cash payments for interest expense | $ | 100 | $ | 97 | |||
Schedule of non-cash activities | |||||||
Change in property, plant and equipment | $ | 33 | $ | 224 | |||
Change in additional paid-in capital | $ | 2 | $ | — | |||
Accrual of equity issuance costs | $ | 1 | $ | — | |||
Preferred share dividends declared | $ | 4 | $ | — | |||
Purchase consideration | $ | 3 | $ | — | |||
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the payment of the first quarter 2020 dividend, the ability to consummate the Merger Agreement and the timing of any such consummation, statements with respect to financial guidance, and the ability to consummate acquisitions from the identified ROFO list. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether resulting from new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
View original content:http://www.prnewswire.com/news-releases/pattern-energy-reports-fourth-quarter-and-year-end-2019-financial-results-301014179.html
SOURCE Pattern Energy Group Inc.
Article Date
3/2/20202/24/2020 - Pattern Energy Files Investor Presentation
Pattern Energy Files Investor Presentation
Source: PR Newswire
Board Urges Stockholders to Vote "FOR" the Transaction with Canada Pension Plan Investment Board
SAN FRANCISCO, Feb. 24, 2020 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company") today filed an investor presentation highlighting that the Company's pending transaction with Canada Pension Plan Investment Board ("CPP Investments") is the best alternative for stockholders and reiterating that the Pattern Energy Board of Directors recommends that stockholders vote "FOR" the proposals related to the transaction at the upcoming Special Meeting on March 10, 2020.
The presentation can be found on the investor page of the Company's website at https://investors.patternenergy.com/investor-relations.
Highlights of the presentation include:
Pattern Energy's Board unanimously recommends that stockholders vote "FOR" the transaction at the Special Meeting.
Pattern Energy continues to expect the transaction to close by the second quarter of 2020, subject to Pattern Energy stockholder approval and other customary closing conditions. The Company has received all regulatory approvals required to complete the transaction.
Evercore and Goldman Sachs & Co. LLC are acting as independent financial advisors to Pattern Energy's Special Committee of the Board, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as independent legal counsel to the Special Committee of the Board.
If you have any questions about the special meeting or need assistance with voting procedures, you should contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders (Toll-Free): 1-888-750-5834
Banks and Brokers (Collect): 1-212-750-5833
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this communication constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "plan," "predict," "project," "forecast," "guidance," "goal," "objective," "prospects," "possible" or "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the pending acquisition of the Company, including, without limitation, (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure other applicable regulatory approvals, including from the Federal Energy Regulatory Commission, and (d) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied; (2) the effects that any termination of the Merger Agreement may have on the Company or its business, including the risks that (a) the price of the Company's common stock may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and its business, including the risks that as a result (a) the Company's business, operating results or stock price may suffer, (b) the Company's current plans and operations may be disrupted, (c) the Company's ability to retain or recruit key employees may be adversely affected, (d) the Company's business relationships (including with suppliers, off-takers, and business partners) may be adversely affected, (e) the Company is not able to access the debt or equity markets on favorable terms, or at all, or (f) the Company's management's or employees' attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on the Company's ability to operate its business or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) the Company's ability to continue paying a quarterly dividend; and (8) other economic, business, competitive, legal, regulatory, and/or tax factors under the heading "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities and Exchange Commission ("SEC") and Canadian securities regulatory authorities. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This press release may be deemed to be solicitation material in respect of the Merger. In connection with the proposed transaction, the Company has filed a definitive proxy statement with the SEC and Canadian securities regulatory authorities and mailed the definitive proxy statement and proxy card to each stockholder entitled to vote at the special meeting relating to the proposed Merger. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY HAS FILED AND MAY FILE WITH THE SEC AND CANADIAN SECURITIES REG`ULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors are able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC's website at www.sec.gov and the website of the Canadian securities regulatory authorities at www.sedar.com. Copies of the proxy statement and the filings incorporated by reference therein may also be obtained, without charge, by contacting the Company's Investor Relations department at ir@patternenergy.com or (416) 526-1563.
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company's directors and executive officers is available in its annual proxy statement and definitive proxy statement related to the proposed transaction filed with the SEC and Canadian securities regulatory authorities on April 23, 2019 and February 4, 2020, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is also contained in the definitive proxy statement and other relevant materials filed with the SEC and Canadian securities regulatory authorities. These documents can be obtained free of charge from the Company from the sources indicated above.
Media Contact
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Ed Trissel / Aaron Palash
212.355.4449
Investor Contact
Scott Winter / Gabrielle Wolf
Innisfree M&A Incorporated
212.750.5833
View original content to download multimedia:http://www.prnewswire.com/news-releases/pattern-energy-files-investor-presentation-301010119.html
SOURCE Pattern Energy Group Inc.
Article Date
2/24/2020Pattern Energy Board of Directors Reiterates Recommendation that Stockholders Vote "FOR" Proposed Canada Pension Plan Investment Board Transaction
Source: PR Newswire
SAN FRANCISCO, Feb. 19, 2020 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company") today announced that the Company's Board of Directors (the "Board") reiterated its recommendation that stockholders vote "FOR" the proposals relating to the Company's pending transaction with Canada Pension Plan Investment Board ("CPP Investments") at the upcoming Special Meeting.
The Company issued the following statement:
The Pattern Energy Board firmly believes that proceeding with the transaction, which provides stockholders with significant, immediate and certain value, is advisable and is in the best interest of the Company and its stockholders.
Assertions on Pattern Energy's potential standalone price absent the CPP Investments transaction are speculative and down-play a number of key factors, including:
The Board also believes unique events at certain other renewable energy companies have elevated their stock prices. For example, in January, Brookfield Renewable announced it was acquiring the remaining stake in TerraForm Power it did not already own, and Clearway Energy's stock moved based on rumors of a settlement with PG&E debt holders. In February, Innergex Renewable Energy Inc. announced a strategic partnership with Hydro-Québec.
The CPP Investments transaction is the result of a robust process led by a Special Committee of the Pattern Energy Board, which considered multiple alternatives to the Company's standalone plan. As part of the process, the Special Committee of the Board retained independent legal and financial advisors, engaged in contact with or received indications of interest from 10 separate parties and received a fairness opinion with respect to the CPP Investments transaction. The financial advisors on behalf of the Special Committee of the Board also contacted 16 additional potential bidders as part of the "go-shop" period under the merger agreement. Each party that was contacted either did not respond or notified Pattern Energy that, after further review, it would not be interested in pursuing a potential transaction with Pattern Energy.
The Board therefore continues to recommend that stockholders vote "FOR" the proposals relating to the CPP Investments transaction at the Special Meeting.
Pattern Energy continues to expect the transaction to close by the second quarter of 2020, subject to Pattern Energy stockholder approval, receipt of the required regulatory approvals, and other customary closing conditions.
Evercore and Goldman Sachs & Co. LLC are acting as independent financial advisors to Pattern Energy's Special Committee of the Board, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as independent legal counsel to the Special Committee of the Board.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "plan," "predict," "project," "forecast," "guidance," "goal," "objective," "prospects," "possible" or "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the pending acquisition of the Company, including, without limitation, (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure other applicable regulatory approvals, including from the Federal Energy Regulatory Commission, and (d) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied; (2) the effects that any termination of the Merger Agreement may have on the Company or its business, including the risks that (a) the price of the Company's common stock may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and its business, including the risks that as a result (a) the Company's business, operating results or stock price may suffer, (b) the Company's current plans and operations may be disrupted, (c) the Company's ability to retain or recruit key employees may be adversely affected, (d) the Company's business relationships (including with suppliers, off-takers, and business partners) may be adversely affected, (e) the Company is not able to access the debt or equity markets on favorable terms, or at all, or (f) the Company's management's or employees' attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on the Company's ability to operate its business or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) the Company's ability to continue paying a quarterly dividend; and (8) other economic, business, competitive, legal, regulatory, and/or tax factors under the heading "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities and Exchange Commission ("SEC") and Canadian securities regulatory authorities. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This press release may be deemed to be solicitation material in respect of the Merger. In connection with the proposed transaction, the Company has filed a definitive proxy statement with the SEC and Canadian securities regulatory authorities and mailed the definitive proxy statement and proxy card to each stockholder entitled to vote at the special meeting relating to the proposed Merger. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY HAS FILED AND MAY FILE WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors are able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC's website at www.sec.gov and the website of the Canadian securities regulatory authorities at www.sedar.com. Copies of the proxy statement and the filings incorporated by reference therein may also be obtained, without charge, by contacting the Company's Investor Relations department at ir@patternenergy.com or (416) 526-1563.
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company's directors and executive officers is available in its annual proxy statement and definitive proxy statement related to the proposed transaction filed with the SEC and Canadian securities regulatory authorities on April 23, 2019 and February 4, 2020, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is also contained in the definitive proxy statement and other relevant materials filed with the SEC and Canadian securities regulatory authorities. These documents can be obtained free of charge from the Company from the sources indicated above.
Media Contact
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Ed Trissel / Aaron Palash
212.355.4449
Investor Contact
Scott Winter / Gabrielle Wolf
Innisfree M&A Incorporated
212.750.5833
View original content to download multimedia:http://www.prnewswire.com/news-releases/pattern-energy-board-of-directors-reiterates-recommendation-that-stockholders-vote-for-proposed-canada-pension-plan-investment-board-transaction-301007542.html
SOURCE Pattern Energy Group Inc.
Article Date
2/19/2020Pattern Energy Sets March 10, 2020, for Special Meeting Vote on CPPIB Merger Agreement
Source: PR Newswire
- Stockholders of record on January 31, 2020, entitled to vote
at special meeting on March 10, 2020 -
SAN FRANCISCO, Jan. 21, 2020 /PRNewswire/ - Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company") today announced that it had established a record date of January 31, 2020, and a special meeting date of March 10, 2020, for a meeting of its stockholders to, among other things, vote to approve proposals related to the merger agreement between Pattern Energy and Canada Pension Plan Investment Board ("CPPIB") (the "Merger Agreement") that was previously announced on November 4, 2019. Pattern Energy stockholders as of the close of business on the record date of January 31, 2020, will be entitled to receive notice of, and to vote at, the special meeting. Upon consummation of the Merger, each share of Class A common stock of the Company will be converted to the right to receive $26.75 in cash. The Board of Directors of the Company recommends that stockholders vote in favor of the merger.
Specifically, at the meeting, shareholders of record will have the opportunity to consider and vote on a proposal to adopt the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 3, 2019, by and among the Company, Pacific US Inc., a Delaware corporation ("Parent"), and Pacific Bidco US Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are affiliates of Canada Pension Plan Investment Board. The Merger Agreement provides for, among other things and subject to the satisfaction or waiver of certain specified conditions set forth therein, the merger of Merger Sub with and into the Company, with the Company surviving the merger as a subsidiary of Parent (the "Merger").
Pattern Energy continues to expect the transaction to close by the second quarter of 2020, subject to Pattern Energy stockholder approval, receipt of the required regulatory approvals, and other customary closing conditions.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "plan," "predict," "project," "forecast," "guidance," "goal," "objective," "prospects," "possible" or "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the pending acquisition of the Company, including, without limitation, (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under applicable jurisdictions as provided in the Merger Agreement, (d) the parties may fail to secure other applicable regulatory approvals, including from the Federal Energy Regulatory Commission, and (e) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied; (2) the effects that any termination of the Merger Agreement may have on the Company or its business, including the risks that (a) the price of the Company's common stock may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and its business, including the risks that as a result (a) the Company's business, operating results or stock price may suffer, (b) the Company's current plans and operations may be disrupted, (c) the Company's ability to retain or recruit key employees may be adversely affected, (d) the Company's business relationships (including with suppliers, off-takers, and business partners) may be adversely affected, (e) the Company is not able to access the debt or equity markets on favorable terms, or at all, or (f) the Company's management's or employees' attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on the Company's ability to operate its business or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) the Company's ability to continue paying a quarterly dividend; and (8) other economic, business, competitive, legal, regulatory, and/or tax factors under the heading "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities and Exchange Commission ("SEC") and Canadian securities regulatory authorities. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This press release may be deemed to be solicitation material in respect of the Merger. In connection with the proposed transaction, the Company has filed a preliminary proxy statement with the SEC and Canadian securities regulatory authorities, and following the filing of the definitive proxy statement with the SEC and Canadian securities regulatory authorities, the Company will mail the definitive proxy statement and proxy card to each stockholder entitled to vote at the special meeting relating to the proposed Merger. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY FILES WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors are able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC's website at www.sec.gov and the website of the Canadian securities regulatory authorities at www.sedar.com. Copies of the proxy statement and the filings incorporated by reference therein may also be obtained, without charge, by contacting the Company's Investor Relations department at ir@patternenergy.com or (416) 526-1563.
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company's directors and executive officers is available in its annual proxy statement and preliminary proxy statement related to the proposed transaction filed with the SEC and Canadian securities regulatory authorities on April 23, 2019 and December 13, 2019, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC and Canadian securities regulatory authorities (when they become available). These documents can be obtained free of charge from the Company (when they become available) from the sources indicated above.
View original content:http://www.prnewswire.com/news-releases/pattern-energy-sets-march-10-2020-for-special-meeting-vote-on-cppib-merger-agreement-300990221.html
SOURCE Pattern Energy Group Inc.
Article Date
1/21/2020Pattern Energy Starts Construction on Repowering of Gulf Wind Facility in Texas
Source: PR Newswire
271 MW facility to be upgraded with 118 new Siemens Gamesa turbines
SAN FRANCISCO, Jan. 6, 2020 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy") today announced it has closed financing and started construction on the repowering of its Gulf Wind facility located in Kenedy County, Texas. Repowering the Gulf Wind facility will consist of removing the current wind turbines and replacing them with 118 new Siemens Gamesa SWT-2.3-108 turbines, which will generate 271 MW of capacity, the equivalent to the annual energy usage of approximately 80,000 Texas homes. Construction began on December 3, 2019.
"Repowering Gulf Wind with brand new turbines made strong economic sense due to its unique location on the Gulf Coast, where the winds blow strongest at the times of Texas' peak energy demand and pricing," said Mike Garland, President and CEO of Pattern Energy. "Gulf Wind was our first wind power facility and technology has improved rapidly since it first began operating over a decade ago. By installing the latest technology turbines, we expect the repowered facility to have more efficient production, lower operating costs, renewed production tax credits (PTCs) and longer life which combine to increase the long-term value of our fleet."
"Repowering provides an opportunity to increase the efficiency, reliability and longevity of existing wind farms," said José Antonio Miranda, Siemens Gamesa Renewable Energy, CEO Onshore Americas. "We have a long-standing partnership with Pattern Energy and are excited to bring new life to the Gulf Wind facility."
The repowering consists of replacing nacelles, towers and blades for the 118 turbines at Gulf Wind with new Siemens Gamesa 2.3 MW turbines, each with 108-meter blades on 80-meter towers.
The Gulf Wind facility has entered into a new 20-year power purchase agreement with Austin Energy for the majority of the facility's energy production. The remaining output will be sold at merchant power prices. Gulf Wind is strategically located on the Gulf Coast in Kenedy County, Texas, where favorable wind conditions allow the facility to maximize energy production during times of peak demand and peak pricing.
Over 25 years, Gulf Wind is expected to contribute approximately $90 million to the local economy through tax and landowner payments. The Gulf Wind facility sits on 9,600 acres leased from the Kenedy Memorial Foundation. All monies received by the Foundation support its charitable causes to fight poverty, boost education, and build stronger communities.
Gulf Wind began operation in 2009. In late August 2017, the facility withstood Hurricane Harvey, one of the strongest hurricanes to hit the area in recent history. Following the storm, when the facility was deemed undamaged and safe to resume operations, Gulf Wind returned to supplying much-needed energy to the Texas grid.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the annual energy usage of the number of Texas homes equivalent to the generation capacity of the repowered facility, the ability of the repowered facility to have more efficient production, lower operating costs, renewed PTCs and longer life to increase long-term value of the fleet, the ability to increase efficiency, reliability and longevity of existing wind farms with repowering, wind conditions at the facility site to maximize energy production during times of peak demand and pricing, and the amount the Gulf Wind facility is expect to contribute to the local economy. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether resulting from new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts
Pattern Energy
Media Relations
Matt Dallas
917-363-1333
matt.dallas@patternenergy.com
Investor Relations
Ross Marshall
416-526-1563
ross.marshall@loderockadvisors.com
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SOURCE Pattern Energy Group Inc.
Article Date
1/6/2020Pattern Energy Announces Expiration of "Go-Shop Period"
Source: PR Newswire
SAN FRANCISCO, Dec. 9, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or "the Company") today announced the expiration of the 35-day "Go-Shop Period" under the merger agreement between Pattern Energy and Canada Pension Plan Investment Board ("CPPIB") (the "Merger Agreement") that was previously announced on November 4, 2019.
During the "Go-Shop Period," pursuant to the terms of the Merger Agreement, Pattern Energy, with the assistance of Evercore and Goldman, Sachs & Co. LLC, the financial advisors to the Special Committee of the Board of Directors of Pattern Energy, contacted 16 potential bidders. Each party that was contacted either notified Pattern Energy that, after further review, it would not be interested in pursuing a potential transaction with Pattern Energy or did not respond.
Pursuant to the terms of the Merger Agreement, Pattern Energy has now ceased such solicitation activities and has become subject to customary non-solicitation restrictions on its ability to solicit third-party proposals relating to alternative transactions or to provide information to and engage in discussions with a third-party in relation to an alternative transaction, subject to certain customary exceptions to permit Pattern Energy's directors to comply with their fiduciary duties.
The transaction with CPPIB is expected to close by the second quarter of 2020, subject to Pattern Energy shareholder approval, receipt of the required regulatory approvals, and other customary closing conditions.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "plan," "predict," "project," "forecast," "guidance," "goal," "objective," "prospects," "possible" or "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the pending acquisition of the Company, including, without limitation (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or other applicable jurisdictions as provided in the Merger Agreement, (d) the parties may fail to secure other applicable regulatory approvals, including from the Federal Energy Regulatory Commission, and (e) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied; (2) the effects that any termination of the Merger Agreement may have on the Company or its business, including the risks that (a) the price of the Company Common Stock may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12- month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and its business, including the risks that as a result (a) the Company's business, operating results or stock price may suffer, (b) the Company's current plans and operations may be disrupted, (c) the Company's ability to retain or recruit key employees may be adversely affected, (d) the Company's business relationships (including with suppliers, off-takers, and business partners) may be adversely affected, (e) the Company is not able to access the debt or equity markets on favorable terms, or at all, or (f) the Company's management's or employees' attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on the Company's ability to operate its business or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) the Company's ability to continue paying a quarterly dividend; and (8) other economic, business, competitive, legal, regulatory, and/or tax factors under the heading "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10- K for the fiscal year ended December 31, 2018, as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities and Exchange Commission ("SEC") and Canadian securities regulatory authorities. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the Merger. In connection with the proposed transaction, the Company plans to file a proxy statement with the SEC and Canadian securities regulatory authorities. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC's website at www.sec.gov and the website of the Canadian securities regulatory authorities at www.sedar.com. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting the Company's Investor Relations department at ir@patternenergy.com or (416) 526-1563.
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company's directors and executive officers is available in its proxy statement filed with the SEC and Canadian securities regulatory authorities on April 23, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC and Canadian securities regulatory authorities (when they become available). These documents can be obtained free of charge from the Company (when they become available) from the sources indicated above.
Contacts
Pattern Energy
Media Relations
Matt Dallas
917-363-1333
matt.dallas@patternenergy.com
or
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Ed Trissel / Aaron Palash
212-355-4449
Investor Relations
Ross Marshall
416-526-1563
ross.marshall@loderockadvisors.com
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SOURCE Pattern Energy Group Inc.
Article Date
12/9/2019PATTERN ENERGY ALERT: Bragar Eagel & Squire, P.C. Investigates Proposed Sale of PEGI and Encourages Investors to Contact the Firm
Source: PR Newswire
NEW YORK, Nov. 4, 2019 /PRNewswire/ -- Bragar Eagel & Squire, P.C., a nationally recognized stockholder law firm, has launched an investigation into whether the board members of Pattern Energy Group Inc. (NASDAQ: PEGI) breached their fiduciary duties or violated the federal securities laws in connection with the company's proposed sale to Canada Pension Plan Investment Board.
Click here to learn more and participate in the action.
On November 4, 2019, Pattern Energy announced that it had signed an agreement to be acquired by the Canada Pension Plan Investment Board for $26.75 per share in cash, or a total of approximately $6.1 billion. The deal is scheduled to close in the second quarter of 2020.
Bragar Eagel & Squire is concerned that Pattern Energy's board of directors oversaw an unfair process and ultimately agreed to an inadequate deal price. Indeed, Pattern Energy's stock has recently traded well above the $26.75 per share deal price. Accordingly, the firm is investigating all relevant aspects of the deal and is committed to securing the best result possible for Pattern Energy stockholders.
If you own shares of Pattern Energy and are concerned about the proposed merger, or you're interested in learning more about the investigation or your legal rights and remedies, please contact Brandon Walker or Alexandra Raymond by email at investigations@bespc.com or telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.
About Bragar Eagel & Squire, P.C.:
Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.
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SOURCE Bragar Eagel & Squire, P.C.
Article Date
11/5/2019Pattern Energy Enters Agreement to be Acquired by Canada Pension Plan Investment Board
Source: PR Newswire
Pattern Energy Shareholders to Receive $26.75 per Share in Cash; Transaction Enterprise Value of Approximately $6.1 Billion
Canada Pension Plan Investment Board and Riverstone Holdings to Combine Pattern Energy and Pattern Development into an Integrated Renewable Energy Company
Transaction Expected to Close by the Second Quarter of 2020
SAN FRANCISCO and TORONTO and NEW YORK, Nov. 4, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or "the Company") and Canada Pension Plan Investment Board ("CPPIB") today announced they have entered into a definitive agreement, pursuant to which CPPIB will acquire Pattern Energy in an all-cash transaction for $26.75 per share, implying an enterprise value of approximately $6.1 billion, including net debt.
CPPIB and Riverstone Holdings LLC ("Riverstone") have concurrently entered into an agreement pursuant to which, at or following the completion of the proposed acquisition of Pattern Energy by CPPIB, CPPIB and Riverstone will combine Pattern Energy and Pattern Energy Group Holdings 2 LP ("Pattern Development") under common ownership, bringing together the operating assets of Pattern Energy with the world class development projects and capabilities of Pattern Development.
Under the terms of the merger agreement, Pattern Energy shareholders will receive $26.75 in cash consideration for each share of Pattern Energy, representing a premium of approximately 14.8% to Pattern Energy's closing share price on August 9, 2019, the last trading day prior to market rumors regarding a potential acquisition of the Company. The consideration also represents a 15.1% premium to the 30-day volume weighted average price prior to that date.
The Pattern Energy management team, led by Mike Garland, will lead the combined enterprise.
"This agreement with CPPIB and Riverstone provides certain and significant value for Pattern Energy shareholders with an all cash transaction at a very attractive stock price," said Mike Garland, CEO of Pattern Energy. "Over the years, Pattern Energy has been able to provide shareholders with a consistent dividend and now our shareholders can realize the value embedded in the Company. We believe the proposed transaction reflects the strength of the platform we have built."
"In reaching this transaction, the Pattern Energy Board of Directors undertook a robust process that we believe culminated in a transaction that delivers value to shareholders," said Alan Batkin, Chairman of the Pattern Energy Board of Directors. "As part of this process, the Board formed a special committee, composed of independent directors that directed the process at all times, and retained independent legal and financial advisors to assist our review of the transaction and provide a fairness opinion. The special committee reviewed multiple bids as part of a thorough process that involved multiple parties and evaluated the transaction against the Company's standalone prospects, performance and outlook relative to historic trading multiples and yields. Based on this review and in light of the transaction structure, the special committee unanimously determined that this transaction is in the best interest of the Company's shareholders and recommended it to the full Pattern Energy Board, which also determined that this transaction is advisable and in the best interests of the Company's shareholders. The transaction delivers significant, immediate and certain value to the Company's shareholders."
"Pattern Energy is one of the most experienced renewables developers in North America and Japan with a high-quality, diversified portfolio of contracted operating assets, aligning well with CPPIB's renewable energy investment strategy and the increasing global demand for low-carbon energy," said Bruce Hogg, Managing Director, Head of Power and Renewables, CPPIB. "The Pattern Energy management team has a proven track record of identifying and executing development strategies with differentiated competitive advantages. We look forward to working with Pattern Energy and Riverstone to grow the company."
"We have long been believers in Pattern Energy and have had a successful partnership with the Company since we first invested in it more than 10 years ago," said Chris Hunt and Alfredo Marti, Partners at Riverstone. "We have worked closely with Mike and the Pattern Energy team to grow the Company from a development startup into a multinational operator and supplier of low cost, renewably sourced energy. We are confident the team will continue to develop world-class wind and solar assets, which will be an important part of our transition to cleaner forms of power generation. We look forward to continuing to support them in driving the Company's next phase of development."
Transaction Details
The transaction is expected to close by the second quarter of 2020, subject to Pattern Energy shareholder approval, receipt of the required regulatory approvals, and other customary closing conditions. The Pattern Energy transaction is not contingent upon the completion of the Pattern Development transaction.
Upon the completion of the transaction, Pattern Energy will become a privately held company and shares of Pattern Energy's common stock will no longer be listed on any public market. Pattern Energy will continue paying its quarterly dividend through the transaction close.
Advisors
Evercore and Goldman, Sachs & Co. LLC are acting as independent financial advisors to Pattern Energy's special committee, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as independent legal counsel to the special committee.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development has developed, financed and placed into operation more than 4,000 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Mexico City, and Tokyo. For more information, visit www.patterndev.com.
About CPPIB
Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits in the best interests of 20 million contributors and beneficiaries. In order to build diversified portfolios of assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPPIB is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At June 30, 2019, the CPP Fund totalled C$400.6 billion. For more information about CPPIB, please visit www.cppib.com or follow us on LinkedIn, Facebook or Twitter.
About Riverstone Holdings
Riverstone is an energy and power-focused private investment firm founded in 2000 by David M. Leuschen and Pierre F. Lapeyre, Jr. with over $39 billion of equity capital raised to date. Riverstone conducts buyout and growth capital investments in the exploration & production, midstream, oilfield services, power and renewable sectors of the energy industry. With offices in New York, London, Houston and Mexico City, the firm has committed approximately $40 billion to more than 180 investments in North America, South America, Europe, Africa, Asia, and Australia.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "plan," "predict," "project," "forecast," "guidance," "goal," "objective," "prospects," "possible" or "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the pending acquisition of the Company, including, without limitation (1) risks related to the consummation of the proposed merger described herein (the "Merger"), including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the merger agreement described herein (the "Merger Agreement"), (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or other applicable jurisdictions or to secure approval under the Competition Act (Canada) as provided in the Merger Agreement, (d) the parties may fail to secure other applicable regulatory approvals, including from the Federal Energy Regulatory Commission, and (e) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied; (2) the effects that any termination of the Merger Agreement may have on the Company or its business, including the risks that (a) the price of the Company Common Stock may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and its business, including the risks that as a result (a) the Company's business, operating results or stock price may suffer, (b) the Company's current plans and operations may be disrupted, (c) the Company's ability to retain or recruit key employees may be adversely affected, (d) the Company's business relationships (including with suppliers, off-takers, and business partners) may be adversely affected, (e) the Company is not able to access the debt or equity markets on favorable terms, or at all, or (f) the Company's management's or employees' attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on the Company's ability to operate its business or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) the Company's ability to continue paying a quarterly dividend; and (8) other economic, business, competitive, legal, regulatory, and/or tax factors under the heading "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities and Exchange Commission ("SEC") and Canadian securities regulatory authorities. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the Merger. In connection with the proposed transaction, the Company plans to file a proxy statement with the SEC and Canadian securities regulatory authorities. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC's website at www.sec.gov and the website of the Canadian securities regulatory authorities at www.sedar.com. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting the Company's Investor Relations department at ir@patternenergy.com or (416) 526-1563.
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company's directors and executive officers is available in its proxy statement filed with the SEC and Canadian securities regulatory authorities on April 23, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC and Canadian securities regulatory authorities (when they become available). These documents can be obtained free of charge from the Company (when they become available) from the sources indicated above.
Contacts
Pattern Energy
Media Relations
Matt Dallas
917-363-1333
matt.dallas@patternenergy.com
or
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Ed Trissel / Aaron Palash
212-355-4449
Investor Relations
Ross Marshall
416-526-1563
ross.marshall@loderockadvisors.com
CPPIB
Media
Darryl Konynenbelt
Director, Global Media Relations
416-972-8389
dkonynenbelt@cppib.com
Riverstone
Media
Jeffrey Taufield, Daniel Yunger
Kekst
212-521-4800
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SOURCE Pattern Energy Group Inc.
Article Date
11/4/2019Pattern Energy Reports Third Quarter 2019 Financial Results
Source: PR Newswire
- Declares dividend of $0.4220 per Class A common share for fourth quarter 2019 -
SAN FRANCISCO, Nov. 4, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2019 third quarter.
Highlights
"The fleet continues to perform well and production was at our long term average forecast during the quarter," said Mike Garland, CEO of Pattern Energy. "We have successfully achieved a series of milestones which put us in a great position to achieve our growth objectives. These milestones include the acquisition of four accretive dropdowns, securing attractively priced capital to fund these acquisitions with sufficient existing liquidity to meet our capital commitments for Gulf Wind repowering and Tsugaru, as well as continued progress at Pattern Development. The Henvey Inlet acquisition represents the completion of our Canadian portfolio at this time, and the Grady acquisition expands our footprint in the New Mexico market. Our ability to successfully execute in strategic markets like Ontario, New Mexico and Japan underpin our confidence in the business."
(1) The forward looking measures of 2019 full year cash available for distribution (CAFD) and CAFD multiple are non-GAAP measures that cannot be reconciled to net income as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking mark-to-market changes in derivatives and proportionate share of earnings from unconsolidated investments to arrive at net income and which are subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Metrics, of Pattern Energy's 2019 Quarterly Report on Form 10-Q for the period ended September 30, 2019.
Financial and Operating Results
Pattern Energy sold 1,735,937 megawatt hours ("MWh") of electricity on a proportional basis in the third quarter of 2019, compared to 1,622,991 MWh sold in the same period last year. Pattern Energy sold 5,965,313 MWh of electricity on a proportional basis in the nine months ended September 30, 2019 ("YTD 2019"), compared to 6,021,515 MWh for the same period in 2018. The 7% improvement in the quarterly period was primarily due to volume increases resulting from acquisitions and less favorable wind conditions in 2018 partially offset by volume decreases due to divestitures.
Net loss was $71 million in the third quarter of 2019, compared to a net loss of $31 million for the same period last year. Net loss for the YTD 2019 was $147 million compared to $46 million for the same period in 2018, an increase of $101 million. The $40 million increase in net loss in the quarterly period was primarily attributable to a $20 million increase in depreciation due to accelerated depreciation at the Gulf Wind facility resulting from the repowering of such project, a $3 million increase in corrective maintenance, a $9 million increase in contingent consideration payable to Pattern Energy Group LP resulting from construction cost savings at the Tsugaru project and a $7 million increase in proportionate share of net loss in earnings of Pattern Development.
Adjusted EBITDA decreased 19% to $65 million for the third quarter of 2019, compared to $80 million for the same period last year. Adjusted EBITDA for the YTD 2019 was $265 million compared to $292 million for the same period in 2018. The $15 million decrease in the quarterly period was primarily due to an $11 million decrease in earnings from projects fully operational in both periods, a $5 million increase in Pattern Energy's share of net loss at its development investment segment and a $3 million decrease in earnings resulting from its divestiture of K2, partially offset by a $4 million increase in earnings due to new projects acquired. The decrease in earnings from projects fully operational in both periods was primarily due to increased corrective maintenance expense and general and administrative costs.
Cash available for distribution was $22 million for the third quarter of 2019, a decrease of 31% compared to $32 million for the same period last year. Cash available for distribution in the YTD 2019 was $128 million compared to $133 million in the same period in 2018. The $10 million decrease in the quarterly period was primarily due to a $2 million reduction resulting from divestitures, a $9 million decrease in contributions from projects fully operational in both periods partially offset by $1 million contributed from new projects acquired.
2019 Financial Guidance
Pattern Energy is re-confirming its targeted annual cash available for distribution(1) for 2019 within a range of $160 million to $190 million. Pattern Energy is re-affirming its full year 2020 targeted annual cash available for distribution(1) in a range of $185 million to $225 million.
(1) The forward looking measures of 2019 and 2020 full year cash available for distribution (CAFD) are non-GAAP measures that cannot be reconciled to net income as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking mark-to-market changes in derivatives and proportionate share of earnings from unconsolidated investments to arrive at net income and which are subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Metrics, of Pattern Energy's 2019 Quarterly Report on Form 10-Q for the period ended September 30, 2019.
Common Dividend
Pattern Energy declared a dividend for the fourth quarter 2019, payable on January 31, 2020, to common equity holders of record on December 31, 2019 in the amount of $0.4220 per Class A common share, which represents $1.688 on an annualized basis. The amount of the fourth quarter 2019 dividend is unchanged from the third quarter 2019 dividend.
Preferred Dividend
Pattern Energy declared a base dividend, payable on January 31, 2020, to holders of the Series A Preferred Stock aggregating to $3.9 million.
New Acquisitions
Pattern Energy acquired two wind projects, Henvey Inlet and Grady, from Pattern Energy Group LP and Pattern Energy Group 2 LP ("Pattern Development"), respectively, for total cash consideration of $294 million.
New Financing Arrangement
In October 2019, Pattern Energy issued 10.4 million shares of Series A Perpetual Preferred Stock with a par value of $260 million issued at a 1.5% discount. The Series A Preferred Shares are entitled to receive, when declared by the board of directors, cumulative cash dividends at an initial annual rate of 5.625%, based on the $25.00 per share liquidation preference. The annual dividend rate shall increase by 0.5% every year starting on the third anniversary of issuance date to a maximum of four escalations, or 7.625%. The Series A Preferred Shares are entitled to receive 12.6% of any cash distributions, including the return of capital, made by Pattern Development to the Company or any of its subsidiaries not to exceed $3.25 per Series A Preferred Share. Pattern Energy received net proceeds of $256 million which it used to fund the acquisition of Henvey Inlet, partially repay borrowings under the revolving credit facility and pay related expenses and fees.
Acquisition Pipeline
Pattern Development has a pipeline of development projects totaling more than 10 gigawatts ("GW"). Pattern Energy has a right of first offer ("ROFO") on the entire pipeline of acquisition opportunities. The identified ROFO list stands at 612 MW of total capacity and represents a portion of the pipeline of development projects, which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased more than 1.9 GW from Pattern Energy Group LP and Pattern Development. Pattern Energy Group LP is winding up operations and following the Company's acquisition of Henvey Inlet discussed above under "New Acquisitions" there are no remaining Identified ROFO Projects at Pattern Energy Group LP.
Capacity (MW) | ||||||||||||||
Identified ROFO Projects | Status | Location | Construction Start | Commercial Operations | Contract Type | Rated (1) | Pattern Development | |||||||
Sumita | Late stage development | Japan | 2020 | 2022 | PPA | 100 | 55 | |||||||
Ishikari | Late stage development | Japan | 2020 | 2022 | PPA | 112 | 112 | |||||||
Corona Wind Project(s) | Late stage development | New Mexico | 2020 | 2021 | PPA | 400 | 340 | |||||||
612 | 507 | |||||||||||||
(1) | Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of weather and other conditions, a project will not operate at its rated capacity at all times and the amount of electricity generated may be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
(2) | Pattern Development owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development's percentage ownership interest in the distributable cash flow of the project. |
Sustainability Report
Pattern Energy released its inaugural sustainability report of its sustainable practices and environmental, social, and governance ("ESG") metrics in accordance with the GRI Reporting Standards: Core option.
Pattern Energy's 2018 ESG performance highlights include:
Pattern Energy Group Inc. Consolidated Statements of Operations (In millions of U.S. dollars, except share data) (Unaudited) | |||||||||||||||
Three months ended | Nine months ended | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue: | |||||||||||||||
Electricity sales | $ | 115 | $ | 116 | $ | 373 | $ | 354 | |||||||
Other revenue | 4 | 2 | 21 | 16 | |||||||||||
Total revenue | 119 | 118 | 394 | 370 | |||||||||||
Cost of revenue: | |||||||||||||||
Project expense | 41 | 36 | 121 | 105 | |||||||||||
Transmission costs | 5 | 6 | 17 | 21 | |||||||||||
Depreciation, amortization and accretion | 76 | 56 | 236 | 166 | |||||||||||
Total cost of revenue | 122 | 98 | 374 | 292 | |||||||||||
Gross profit (loss) | (3) | 20 | 20 | 78 | |||||||||||
Operating expenses: | |||||||||||||||
General and administrative | 12 | 9 | 34 | 29 | |||||||||||
Development expenses | 13 | — | 13 | — | |||||||||||
Related party general and administrative | 4 | 4 | 12 | 12 | |||||||||||
Impairment expense | — | 3 | — | 7 | |||||||||||
Total operating expenses | 29 | 16 | 59 | 48 | |||||||||||
Operating income (loss) | (32) | 4 | (39) | 30 | |||||||||||
Other income (expense): | |||||||||||||||
Interest expense | (27) | (28) | (78) | (81) | |||||||||||
Gain on derivatives | 3 | 2 | 3 | 16 | |||||||||||
Earnings (loss) in unconsolidated investments, net | (10) | (4) | (16) | 13 | |||||||||||
Net gain (loss) on transactions | (3) | 1 | (5) | (2) | |||||||||||
Other expense, net | (1) | (3) | (3) | (8) | |||||||||||
Total other expense | (38) | (32) | (99) | (62) | |||||||||||
Net loss before income tax | (70) | (28) | (138) | (32) | |||||||||||
Income tax provision | 1 | 3 | 9 | 14 | |||||||||||
Net loss | (71) | (31) | (147) | (46) | |||||||||||
Net loss attributable to noncontrolling interest | (20) | (18) | (59) | (202) | |||||||||||
Net income (loss) attributable to Pattern Energy | $ | (51) | $ | (13) | $ | (88) | $ | 156 | |||||||
Weighted-average number of common shares outstanding | |||||||||||||||
Basic | 97,600,393 | 97,460,492 | 97,595,765 | 97,464,012 | |||||||||||
Diluted | 97,600,393 | 97,460,492 | 97,595,765 | 105,788,848 | |||||||||||
Net income (loss) per share attributable to Pattern Energy | |||||||||||||||
Basic | $ | (0.53) | $ | (0.13) | $ | (0.91) | $ | 1.60 | |||||||
Diluted | $ | (0.53) | $ | (0.13) | $ | (0.91) | $ | 1.58 | |||||||
Adjusted EBITDA and Cash Available for Distribution Non-GAAP Reconciliations
The following tables present a reconciliation of Adjusted EBITDA and cash available for distribution to net loss, the most directly comparable GAAP financial measure, for the periods indicated (unaudited and in millions):
Three months ended | Nine months ended | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net loss | $ | (71) | $ | (31) | $ | (147) | $ | (46) | ||||||||
Plus: | ||||||||||||||||
Interest expense, net of interest income | 26 | 28 | 76 | 80 | ||||||||||||
Income tax provision | 1 | 3 | 9 | 14 | ||||||||||||
Depreciation, amortization and accretion | 85 | 63 | 257 | 188 | ||||||||||||
EBITDA | $ | 41 | $ | 63 | $ | 195 | $ | 236 | ||||||||
Unrealized (gain) loss on derivatives | (2) | (1) | 8 | (1) | ||||||||||||
Impairment expense | — | 3 | — | 7 | ||||||||||||
Adjustments for unconsolidated investments(1) | (5) | — | (8) | — | ||||||||||||
Other(2) | 13 | 1 | 15 | 2 | ||||||||||||
Plus, proportionate share from unconsolidated investments: | ||||||||||||||||
Interest expense, net of interest income | 9 | 9 | 21 | 28 | ||||||||||||
Income tax provision | — | 1 | — | 1 | ||||||||||||
Depreciation, amortization and accretion | 8 | 8 | 21 | 26 | ||||||||||||
(Gain) loss on derivatives | 1 | (4) | 13 | (7) | ||||||||||||
Adjusted EBITDA | $ | 65 | $ | 80 | $ | 265 | $ | 292 | ||||||||
Plus: | ||||||||||||||||
Distributions from unconsolidated investments | 9 | 10 | 35 | 48 | ||||||||||||
Network upgrade reimbursement | — | — | 1 | 1 | ||||||||||||
Release of restricted cash | — | 1 | 6 | 3 | ||||||||||||
Stock-based compensation | 1 | 1 | 4 | 4 | ||||||||||||
Other | 3 | (5) | 5 | (3) | ||||||||||||
Less: | ||||||||||||||||
Unconsolidated investment earnings and proportionate shares from EBITDA | (6) | (13) | (38) | (70) | ||||||||||||
Interest expense, less non-cash items and interest income | (24) | (23) | (70) | (72) | ||||||||||||
Income taxes | — | — | (3) | — | ||||||||||||
Distributions to noncontrolling interests | (12) | (8) | (33) | (29) | ||||||||||||
Principal payments paid from operating cash flows | (14) | (11) | (44) | (41) | ||||||||||||
Cash available for distribution | $ | 22 | $ | 32 | $ | 128 | $ | 133 | ||||||||
Weighted-average number of common shares outstanding | ||||||||||||||||
Basic | 97,600,393 | 97,460,492 | 97,595,765 | 97,464,012 | ||||||||||||
Cash available for distribution per share | ||||||||||||||||
Basic | $ | 0.23 | $ | 0.33 | $ | 1.31 | $ | 1.36 | ||||||||
(1) | Amount consists of gains on distributions from unconsolidated investments of $5 million and $10 million for the three and nine months ended September 30, 2019, respectively, and suspended equity earnings (losses) of less than $(1) million and $2 million for the three and nine months ended September 30, 2019, respectively. |
(2) | Included in Other for the three and nine months ended September 30, 2019 is Development expense of $13 million related to the change in contingent consideration for the purchase of the Japan Transaction and the Broadview Project acquisition, more fully described in the Company's 2018 Form 10-K, Note 5, Acquisitions and the Form 10-Q, Note 13, Fair Value Measurements. |
Pattern Energy Group Inc. Consolidated Balance Sheets (In millions of U.S. dollars, except share and par value data) (Unaudited) | |||||||
September 30, | December 31, | ||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 106 | $ | 101 | |||
Restricted cash | — | 4 | |||||
Counterparty collateral | — | 6 | |||||
Trade receivables | 65 | 50 | |||||
Derivative assets, current | 3 | 14 | |||||
Prepaid expenses | 16 | 18 | |||||
Deferred financing costs, current, net of accumulated amortization of $4 and $3 as of September 30, 2019 and December 31, 2018, respectively | 2 | 2 | |||||
Sales tax receivable | 27 | 1 | |||||
Other current assets | 22 | 15 | |||||
Total current assets | 241 | 211 | |||||
Restricted cash | 13 | 18 | |||||
Major construction advances | 46 | 84 | |||||
Construction in progress | 500 | 259 | |||||
Property, plant and equipment, net | 3,917 | 4,119 | |||||
Unconsolidated investments | 281 | 270 | |||||
Derivative assets | 7 | 9 | |||||
Deferred financing costs | 7 | 8 | |||||
Net deferred tax assets | 12 | 5 | |||||
Intangible assets, net | 211 | 219 | |||||
Goodwill | 60 | 58 | |||||
Other assets | 101 | 34 | |||||
Total assets | $ | 5,396 | $ | 5,294 | |||
Liabilities and equity | |||||||
Current liabilities: | |||||||
Accounts payable and other accrued liabilities | $ | 66 | $ | 67 | |||
Accrued construction costs | 51 | 27 | |||||
Counterparty collateral liability | — | 6 | |||||
Accrued interest | 7 | 14 | |||||
Dividends payable | 42 | 42 | |||||
Derivative liabilities, current | 6 | 2 | |||||
Revolving credit facility, current | 39 | 198 | |||||
Current portion of long-term debt, net | 329 | 56 | |||||
Asset retirement obligation, current | 21 | 24 | |||||
Contingent liabilities, current | 129 | 31 | |||||
Other current liabilities | 27 | 11 | |||||
Total current liabilities | 717 | 478 | |||||
Revolving credit facility | 25 | 25 | |||||
Long-term debt, net | 2,172 | 2,004 | |||||
Derivative liabilities | 81 | 31 | |||||
Net deferred tax liabilities | 123 | 117 | |||||
Intangible liabilities, net | 45 | 56 | |||||
Contingent liabilities | 37 | 142 | |||||
Asset retirement obligations | 213 | 185 | |||||
Other long-term liabilities | 128 | 71 | |||||
Contract liability | 26 | 26 | |||||
Total liabilities | 3,567 | 3,135 | |||||
Commitments and contingencies | |||||||
Equity: | |||||||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 98,240,118 and 98,051,629 shares outstanding as of September 30, 2019 and December 31, 2018, respectively | 1 | 1 | |||||
Additional paid-in capital | 1,009 | 1,130 | |||||
Accumulated loss | (115) | (27) | |||||
Accumulated other comprehensive loss | (101) | (52) | |||||
Treasury stock, at cost; 249,481 and 223,040 shares of Class A common stock as of September 30, 2019 and December 31, 2018, respectively | (5) | (5) | |||||
Total equity before noncontrolling interest | 789 | 1,047 | |||||
Noncontrolling interest | 1,040 | 1,112 | |||||
Total equity | 1,829 | 2,159 | |||||
Total liabilities and equity | $ | 5,396 | $ | 5,294 | |||
Pattern Energy Group Inc. | |||||||
Nine months ended September 30, | |||||||
2019 | 2018 | ||||||
Operating activities | |||||||
Net loss | $ | (147) | $ | (46) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation, amortization and accretion | 259 | 188 | |||||
Impairment expense | — | 7 | |||||
Loss (gain) on derivatives | 8 | (3) | |||||
Stock-based compensation | 4 | 4 | |||||
Deferred taxes | 6 | 14 | |||||
(Earnings) losses in unconsolidated investments, net | 16 | (13) | |||||
Distributions from unconsolidated investments | 19 | 43 | |||||
Other reconciling items | — | 2 | |||||
Changes in operating assets and liabilities: | |||||||
Counterparty collateral asset | 6 | 24 | |||||
Trade receivables | (14) | — | |||||
Other current assets | (21) | 12 | |||||
Other assets (non-current) | (8) | (4) | |||||
Advanced lease revenue | — | 34 | |||||
Accounts payable and other accrued liabilities | (6) | (3) | |||||
Counterparty collateral liability | (6) | (24) | |||||
Contingent liabilities | 7 | (3) | |||||
Other current liabilities | (5) | (9) | |||||
Other long-term liabilities | — | 7 | |||||
Net cash provided by operating activities | 118 | 230 | |||||
Investing activities | |||||||
Cash paid for acquisitions and investments, net of cash and restricted cash acquired | (71) | (275) | |||||
Proceeds from sale of investments, net of cash and restricted cash distributed | — | 56 | |||||
Capital expenditures | (159) | (129) | |||||
Distributions from unconsolidated investments | 16 | 5 | |||||
Other assets | 1 | — | |||||
Net cash used in investing activities | (213) | (343) | |||||
Financing activities | |||||||
Dividends paid | (124) | (124) | |||||
Capital contributions - noncontrolling interest | 24 | 3 | |||||
Capital distributions - noncontrolling interest | (33) | (29) | |||||
Payment for financing fees | (1) | (7) | |||||
Proceeds from long-term debt and other | 430 | 165 | |||||
Repayment of long-term debt and other | (44) | (53) | |||||
Proceeds from short-term debt | 253 | 489 | |||||
Repayment of short-term debt | (390) | (317) | |||||
Cash paid for contingent consideration | (21) | — | |||||
Payment for termination of designated derivatives | (3) | — | |||||
Other financing activities | (1) | (3) | |||||
Net cash provided by financing activities | 90 | 124 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1 | (3) | |||||
Net change in cash, cash equivalents and restricted cash | (4) | 8 | |||||
Cash, cash equivalents and restricted cash at beginning of period | 123 | 138 | |||||
Cash, cash equivalents and restricted cash at end of period | $ | 119 | $ | 146 | |||
Supplemental disclosures | |||||||
Cash payments for income taxes | $ | 16 | $ | — | |||
Cash payments for interest expense | $ | 76 | $ | 79 | |||
Schedule of non-cash activities | |||||||
Change in property, plant and equipment | $ | 61 | $ | 226 | |||
Accrual of equity issuance costs | $ | 1 | $ | — | |||
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to achieve the 2019 and 2020 full year CAFD guidance targets, the ability to achieve the five year average CAFD multiple for the Henvey Inlet and Grady projects, the ability to achieve its growth objectives, the ability to meet the capital commitments for Gulf Wind repowering and Tsugaru, the continued progress and the timing of receipt of distributions from Pattern Development, the ability to fund the acquisition of identified ROFO projects and the amount of community benefits local communities are projected to receive over the life of the current fleet. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether resulting from new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
11/4/201910/15/2019 - Pattern Development and Henvey Inlet First Nation Complete Largest First Nation Wind Project in Canada
Pattern Development and Henvey Inlet First Nation Complete Largest First Nation Wind Project in Canada
Source: PR Newswire
Largest single-phase wind facility in Canada is now generating clean power for 100,000 homes
PICKEREL, Ontario, Oct. 15, 2019 /PRNewswire/ -- Pattern Energy Group LP ("Pattern Development") and Nigig Power Corporation today announced completion of the 300-megawatt (MW) Henvey Inlet Wind power facility in Ontario. Pattern Development and Nigig Power Corporation, a wholly-owned subsidiary of Henvey Inlet First Nation, are joint venture partners in the facility, which is located on Henvey Inlet First Nation Reserve No. 2, on the northeast shore of the Georgian Bay.
"This landmark project is a first on many fronts: largest single-phase wind facility in Canada, largest on-reserve wind installation in the country, and the first to develop a First Nation Environmental Stewardship Regime under the First Nations Lands Management Act," said Mike Garland, CEO of Pattern Development. "It's an honor to partner with Henvey Inlet First Nation on this historic project that created hundreds of local jobs and is now providing a strong new source of revenue for the First Nation. Renewables are helping to reduce the impact on our environment caused by climate change and this new facility is now generating clean, homegrown energy for 100,000 homes each year without any harmful emissions."
"Now that construction is complete, we can begin to look forward to economic independence as a community," said Greg Newton, CEO of Nigig Power Corporation. "Our youth will see an even brighter future from expanding health and education services along with increased infrastructure."
"The wind farm's completion marks a historic moment for Henvey Inlet First Nation," said Chief Wayne McQuabbie of Henvey Inlet First Nation. "New infrastructure is under way in the First Nation as a result of this new facility and we see better days ahead. We've already increased our administrative staff and employees in the community and we look forward to ensuring a positive future for our upcoming generations, including economic spin offs and job security. As Anishinabek, we are proud to contribute to a green economy and are proactively moving forward in a time of climate change."
Henvey Inlet Wind utilizes 87 Vestas 3.45 MW turbines with a 136-meter rotor diameter and 132-meter hub height. A 104-kilometer transmission line delivers electricity generated by the facility to the Ontario electricity grid. Henvey Inlet Wind has a 20-year Power Purchase Agreement with the Independent Electricity System Operator (IESO) for 100% of its production.
At the peak of construction, there were approximately 1,000 workers on site. Nearly one-third of construction workers were First Nations citizens. Now operational, Henvey Inlet Wind employs up to 20 permanent full-time staff and is expected to create demand for more than 100 ongoing indirect workers, including maintenance contractors.
The construction process generated approximately $25 million in direct economic activity for local First Nations businesses. Now operational, the facility is expected to generate more than C$10 million in income annually for Henvey Inlet First Nation.
Henvey Inlet Wind has made separate commitments to four key regions along the project's 104 km transmission line through the establishment of a Community Benefits Program that will contribute $1 million to the following four municipalities over the first 20 years of facility operations: The Municipality of McDougall, Township of Seguin, Township of Carling, and Township of the Archipelago. The Community Benefits Program enables municipalities to fund projects that benefit residents, including: advancing community initiatives; enhancing ecological preservation, restoration or education; fostering individual and community health and wellness; and promoting the needs of youth development through education or recreation.
Henvey Inlet Wind was jointly developed and will continue to be jointly owned and operated by Pattern Development and Henvey Inlet First Nation. Pattern Development owns a 50% interest in the project, and Nigig Power Corporation owns the other 50% of the facility.
Affiliate company Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy") has previously added the Henvey Inlet Wind facility to its list of identified Right of First Offer (iROFO) projects.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development has developed, financed and placed into operation more than 4,000 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Mexico City, and Tokyo. For more information, visit www.patterndev.com.
About Nigig Power Corporation
Nigig Power Corporation is wholly owned by Henvey Inlet First Nation. Nigig was mandated in 2010 to develop the Henvey Inlet Wind project, which will provide economic benefits that will positively impact our community and the surrounding area. The net proceeds will be managed by a Community Trust that will conduct extensive consultation to determine the use of funds, a Membership Referendum.
About Henvey Inlet First Nation
Henvey Inlet First Nation is an Anishinabek community comprised of three separate reserve properties. Henvey Inlet Reserve No. 2 is on the northeast shore of the Georgian Bay, 90km south of Sudbury and 71km north of Parry Sound. French River Reserve No.13 is 11km north of the Reserve No. 2 and includes Cantin Island. There are about 900 enrolled Members of the Robinson-Huron Treaty band, with approximately 200 of those residing on-reserve.
Contact:
Matt Dallas
Pattern Development
+1 917-363-1333
matt.dallas@patternenergy.com
Derek Tupling
Pattern Canada
+1 416-263-8034
derek.tupling@patternenergy.com
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SOURCE Pattern Energy Group LP
Article Date
10/15/2019Pattern Energy Announces Agreements to Acquire Henvey Inlet and Grady Wind Facilities
Source: PR Newswire
- Entered into an Agreement for a $260 Million Private Placement of Series A Preferred Stock to Fund Acquisitions -
SAN FRANCISCO, Oct. 11, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced agreements to acquire ownership interests in two operating wind power facilities, the Henvey Inlet Wind facility in Ontario and the Grady Wind facility in New Mexico. The Company has also entered into an agreement for a $260 million private placement of perpetual preferred stock (the "Series A Preferred Stock") with certain institutional investors and intends to use a portion of the net proceeds to finance the two acquisitions.
Highlights
1) | USD to CAD exchange rate of $1.30. |
2) | This forward looking measure of five-year average annual purchase price multiple of cash available for distribution (CAFD) contribution from the Henvey Inlet Wind and Grady Wind facilities is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Metrics, of Pattern Energy's 2018 Annual Report on Form 10-K. |
"These acquisitions increase our portfolio by 13% to 4.4 gigawatts of operational capacity across 28 renewable energy facilities," said Mike Garland, CEO of Pattern Energy. "The Henvey Inlet and Grady acquisitions are immediately accretive to CAFD per share with each facility characterized by strong cash flow profiles that are backed by long-term power contracts with investment-grade offtakers. The preferred stock offering enhances the Company's financial flexibility and demonstrates our ability to attract institutional capital into our business. The preferred security offers an attractive alternative equity funding source that is accretive to our common shareholders."
Overview of Acquisitions
Pattern Energy is committing to pay C$242.4 million at closing to acquire 100% of PEG LP's 50% equity ownership interest (equating to a 50% owned interest or 150 MW of owned capacity) in the 300 MW Henvey Inlet Wind facility. Following purchase price adjustments to be made at term conversion, the estimated economic cost to the Company for such interest will be C$252 million. Nigig Power owns the remaining 50% interest in the facility. Henvey Inlet Wind is located on the northeast shore of the Georgian Bay in Ontario and commenced commercial operations in September 2019. The facility utilizes 87 Vestas 3.45 MW turbines and has a 20-year PPA with the Independent Electricity System Operator for 100% of its production. The acquisition is expected to close in the next 15 days.
As part of the acquisition, Pattern Energy is purchasing from PEG LP a C$97 million loan outstanding with Nigig Power. The loan was made to Nigig Power to allow the partner to fund a portion of the construction cost and is expected to be repaid in less than 12 months. Prior to the refinancing, Pattern Energy will receive all distributions from Nigig Power's ownership interest until the loan is repaid. The loan pays an interest rate of 10% per annum.
Pattern Energy acquired 51% of Pattern Development's Class B member interest in the 220 MW Grady Wind facility for $99.45 million for an owned interest of 101 MW. Grady Wind is located in Curry County, New Mexico and commenced commercial operations in the third quarter of 2019. The Public Sector Pension Investment Board (PSP Investments) is acquiring the remaining Class B member interest. The facility utilizes 84 Siemens Gamesa 2.625 MW turbines and has a 25-year PPA with Sacramento Municipal Utility District for 100% of its production up to 200 MW.
Financing Details
The Company intends to use the $256 million of net proceeds from the Series A Preferred Stock to finance the acquisition of ownership interests in the Henvey Inlet Wind and Grady Wind facilities and pay related expenses and fees. The Series A Preferred Stock has a par value of $260 million and was issued with 1.5% of original issue discount. The private placement to certain institutional investors, led by CBRE Caledon, is expected to close by October 25, 2019, subject to customary closing conditions.
Upon declaration by the Company's Board of Directors, the Series A Preferred Stock will pay cumulative cash dividends at an annual rate of 5.625% (the "Base Dividend"), based on the $25.00 liquidation preference. The Base Dividend increases by 0.5% every year starting on the third anniversary of issuance to a maximum of four escalations, or 7.625%.
Shares of the Series A Preferred Stock are entitled to receive as an additional contingent dividend, 12.6% of distributions made by Pattern Development to Pattern Energy (the "Dividend Passthrough"). The Dividend Passthrough payable is capped and shall not exceed $3.25 per share of the Series A Preferred Stock. Unless the full accumulated Base Dividend and any Dividend Passthrough have been declared and paid (or a sum sufficient set aside for such payment), dividends may not be declared, paid, or set aside for the Common Stock.
The Series A Preferred Stock is non-callable until 2024 after which it is convertible by the Company into Common Stock or cash at the Company's election subject to a 101% premium to the liquidation preference. The Company does not intend to redeem the security and if redeemed intends to replace it with equity or an equity like instrument.
The Series A Preferred Stock is being offered only to certain institutional investors in a private placement under the Securities Act of 1933, as amended ("Securities Act"). The Series A Preferred Stock has not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act. In Canada, the Series A Preferred Stock may be offered on a prospectus-exempt basis to certain accredited investors (as defined under applicable Canadian securities laws) who are also qualified institutional buyers or under another available prospectus exemption.
The placement of Series A Preferred Stock is subject to TSX approval, including conditional listing approval for the shares of Common Stock issuable in certain circumstances upon conversion of the Series A Preferred Stock. In obtaining TSX approval, the Company intends to rely on the "Eligible Interlisted Issuer" exemption from TSX rules under section 602.1 of the TSX Company Manual.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects, including one project it has agreed to acquire, with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding, the ability to achieve the five year average CAFD multiple for the Henvey Inlet Wind and Grady Wind projects, the ability and timing to consummate the acquisition of the Henvey Inlet Wind project, the ability and timing to consummate the Series A Preferred Stock offering, the ability and timing to refinance the loan to Nigig Power, the ability to declare and pay the accumulated Base Dividend and any Passthrough Dividend, the ability to continue to pay dividends on Common Stock, the conversion of the Series A Preferred Stock into common stock, and similar statements. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
10/11/2019Pattern Energy Publishes Inaugural Sustainability Report
Source: PR Newswire
Renewable Energy Leader Confronts Climate Challenge and Focuses on Sustainable Growth
SAN FRANCISCO, Oct. 2, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today released its inaugural sustainability report of the Company's sustainable practices and environmental, social, governance (ESG) metrics in accordance with the GRI Reporting Standards: Core option.
"Climate change is the defining challenge of our time. Pattern Energy is dedicated to confronting this challenge," said Mike Garland, CEO of Pattern Energy. "Everything we do contributes to a larger vision of helping the world combat a changing climate by delivering renewable energy in a way that is economically, environmentally, and socially sustainable."
"Operating a sustainable company requires taking a holistic view of how the actions we take today, affect the rest of the world tomorrow," continued Garland. "Our business decisions are guided by a commitment to create value for our shareholders and focus on long-term outcomes for our stakeholders."
Pattern Energy's 2018 ESG performance highlights include:
As one of the only independent American renewable energy companies listed in the U.S., Pattern Energy was founded with sustainability at its core and has a mission of transitioning the world to renewable energy. The purpose of its first sustainability report is to provide its investors and stakeholders with insight into the sustainability of the Company's operations and actions, from the environmental advantages and safety of its facilities and the economic benefits to host communities, to the ways Pattern Energy supports the professional and personal growth of its employees.
The report details Pattern Energy's commitments, management approach, and 2018 performance metrics on a range of ESG topics. It includes concrete examples of how the Company demonstrates its commitments and applies its management approach in the areas of environmental stewardship, health and safety, workforce leadership, community relations and governance, among other areas.
Examples of Pattern Energy's sustainable practices include:
Pattern Energy's first sustainability report also serves to sharpen the Company's focus on building a more sustainable enterprise and to highlight areas where it can further strengthen disclosure in line with internationally-recognized guidelines. The Company is committed to further improve its ESG disclosures and performance through the work of its cross-functional Sustainability Advisory Committee and with active support from its CEO and Board of Directors.
The combination of Pattern Energy's sustainable business model, strong governance practices, and talented workforce gives it the ability to create long-term value for its shareholders and contribute to a low carbon economy, while making it well positioned to help corporations, utilities, and governments achieve their increasingly aggressive renewable energy and decarbonization targets.
The report, which includes a comprehensive GRI Content Index, is available for download and on the new sustainability section of Pattern Energy's website. Stakeholders can share feedback on the report by emailing sustainability@patternenergy.com or by taking an online survey.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange as PEGI. Pattern Energy has a portfolio of 26 renewable energy projects with an operating capacity of approximately 4 GW in the United States, Canada, and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws; the ability of the Company to contribute to combating climate change; the ability of the Company to deliver renewable energy in a way that is economic, environmental, and socially sustainable; the ability to create value for shareholders and focus on long-term outcomes for stakeholders; the amount of economic benefits local communities will receive over the life of the current fleet; the ability of the sustainability report to provide insight into the sustainability of the Company's operations and actions; the ability to achieve a target TRIR of zero; the ability of collaboration efforts to expand use of renewable energy, minimize environmental impacts, and protect biodiversity; the ability of the Company's risk processes to mitigate risks; the ability of the Company to build a more sustainable enterprise; the ability of the Company to improve its ESG disclosures and performance; the ability of the Company's business model, governance practices, and workforce to create long-term value for shareholders, contribute to the low carbon economy and help achieve renewable energy targets set; and similar statements. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Media Relations
Matt Dallas
917-363-1333
matt.dallas@patternenergy.com
Investor Relations
Ross Marshall
416-526-1563
ross.marshall@loderockadvisors.com
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SOURCE Pattern Energy Group Inc.
Article Date
10/2/2019Pattern Development Begins Operations at Grady Wind Power Facility in New Mexico
Source: PR Newswire
SAN FRANCISCO, Sept. 4, 2019 /PRNewswire/ -- New Mexico's newest wind power facility is now up and running. Pattern Energy Group 2 LP ("Pattern Development") today announced it has completed construction and begun operations at its 220 megawatt (MW) Grady Wind facility located in Curry County, New Mexico. This is the third and final phase of a 544 MW suite of wind projects, which now represent the largest investment in clean power in the history of New Mexico.
"The successful completion of Grady Wind represents an important step in New Mexico's evolution as a major renewable energy producer," said Mike Garland, CEO of Pattern Development. "As the leading wind developer and operator in New Mexico, we are proud to be helping position New Mexico as a wind energy leader. We also plan to ramp up construction in early 2020 on more than 800 MW of new wind facilities in central New Mexico, creating hundreds of new construction jobs and generating billions of dollars in economic impact. As wind and solar energy development grow throughout the state, New Mexicans will reap the economic benefits."
The construction phase of Grady Wind created hundreds of jobs for New Mexicans and it is now delivering additional economic benefits including land lease payments to local landowners and tax revenue for the host communities of eastern New Mexico. The facility employs approximately 20 full-time personnel for ongoing maintenance and operations.
Grady Wind is utilizing a total of 84 Siemens Gamesa 2.625 MW wind turbines with 120-meter rotors. During each year of operations, the 220 MW facility will generate energy equal to the needs of nearly 90,000 homes. Grady Wind has a 25-year Power Purchase Agreement for 100% of the energy produced, and it will deliver wind power across the Western Interconnect transmission line that was also developed and successfully placed into service in 2017 by Pattern Development.
Pattern Development's affiliate Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy") is operating the Grady Wind facility, along with the neighboring 324 MW Broadview Wind facilities. Pattern Energy has previously added Grady Wind to its list of identified Right of First Offer (iROFO) projects.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development has developed, financed and placed into operation more than 4,000 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Mexico City, and Tokyo. For more information, visit www.patterndev.com.
Contact:
Matt Dallas
Pattern Development
917-363-1333
matt.dallas@patternenergy.com
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SOURCE Pattern Development
Article Date
9/4/20198/13/2019 - Pattern Energy Responds to Media Reports
Pattern Energy Responds to Media Reports
Source: PR Newswire
SAN FRANCISCO, Aug. 13, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") is today responding to a request from the Investment Industry Regulatory Organization of Canada to comment on recent media reports. Despite Pattern Energy's policy not to comment on market speculation or rumors, Pattern Energy is confirming that it has drawn interest from third parties and is responding to such inquiries as appropriate. No agreement or arrangement for any transaction has been reached with any such third parties. A transaction may or may not be agreed as a result of any such inquiries or discussions. Pattern Energy has a track record of regularly assessing various types of transactions that may be in the best interests of Pattern Energy and its shareholders, including joint venture arrangements, asset M&A, debt and equity capital transactions, and project debt refinancings.
Pattern Energy does not intend to make any further public announcements regarding any rumors or speculation unless it determines that disclosure is warranted or required, and in accordance with the requirements of applicable law.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 26 renewable energy projects with an operating capacity of approximately 4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding interest in the Company expressed by third parties, track record of various types of transactions, and whether such transactions may occur. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts: | |
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
8/13/2019Pattern Energy Reports Second Quarter 2019 Financial Results
Source: PR Newswire
- Declares dividend of $0.4220 per Class A common share for third quarter 2019 -
SAN FRANCISCO, Aug. 6, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2019 second quarter.
Highlights
"The portfolio and the business continue to perform well. Net loss was $30 million, primarily driven by accelerated depreciation at Gulf Wind. We generated strong CAFD of $53 million, which is in line with our expectation and on target to achieve our 10% CAFD CAGR by 2020. We saw strong average power prices and lower than expected financing charges which offset wind levels below the LTA for the period," said Mike Garland, CEO of Pattern Energy. "The two acquisitions put us on track to achieve our 2019 and 2020 growth targets. At the same time, we expanded our access to capital to fund this growth and our other existing project commitments without issuing new common equity. These acquisitions, together with our existing interest in the anticipated distributions from Pattern Development which we expect to start in 2020, place us in a great position to continue to grow our CAFD per share and drive down our payout ratio."
(1) The forward looking measures of 2019 full year cash available for distribution (CAFD) and CAFD multiple are non-GAAP measures that cannot be reconciled to net income as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking mark-to-market changes in derivatives and proportionate share of earnings from unconsolidated investments to arrive at net income and which are subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Metrics, of Pattern Energy's 2019 Quarterly Report on Form 10-Q for the period ended June 30, 2019.
Financial and Operating Results
Pattern Energy sold 2,113,864 megawatt hours ("MWh") of electricity on a proportional basis in the second quarter of 2019, compared to 2,262,811 MWh sold in the same period last year. Pattern Energy sold 4,229,375 MWh of electricity on a proportional basis in the six months ended June 30, 2019 ("YTD 2019"), compared to 4,398,526 MWh for the same period in 2018. The 7% decrease in the quarterly period was primarily due to volume decreases as a result of divestitures in 2018 and unfavorable wind conditions partially offset by volume increases due to acquisitions in 2018 and less curtailment.
Net loss was $30 million in the second quarter of 2019, compared to a net loss of $2 million for the same period last year. Net loss for the YTD 2019 was $76 million compared to $15 million for the same period in 2018, an increase of $61 million. The $28 million increase in net loss in the quarterly period was primarily attributable to a $20 million increase in net loss at Pattern Energy's operating business segment, a $2 million increase in Pattern Energy's share of net loss at its development investment segment, and at the corporate level, a $10 million decrease in derivative gains recognized in 2018 due to foreign currency exchange rates and the termination of interest rate swaps, partially offset by increased general and administrative costs.
Adjusted EBITDA decreased 6% to $102 million for the second quarter of 2019, compared to $108 million for the same period last year. Adjusted EBITDA for the YTD 2019 was $200 million compared to $213 million for the same period last year. The $6 million decrease in the quarterly period was primarily due to a $11 million decrease due to divestitures, a $3 million decrease in projects fully operational in both periods, partially offset by a $5 million increase due to new projects acquired and a $3 million increase in earnings at our development investment segment.
Cash available for distribution was $53 million for the second quarter of 2019, a decrease of 10% compared to $59 million for the same period last year. Cash available for distribution in the YTD 2019 was $105 million compared to $102 million in the same period in 2018. The $6 million decrease in the quarterly period was primarily due to a $4 million reduction as a result of divestitures, a $2 million reduction from projects fully operational in both periods, partially offset by $1 million contributed from new projects acquired.
2019 Financial Guidance
Pattern Energy is re-confirming its targeted annual cash available for distribution(1) for 2019 within a range of $160 million to $190 million. For the full year 2020, Pattern Energy expects annual cash available for distribution(1) in a range of $185 million to $225 million.
(1) The forward looking measures of 2019 and 2020 full year cash available for distribution (CAFD) are non-GAAP measures that cannot be reconciled to net income as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking mark-to-market changes in derivatives and proportionate share of earnings from unconsolidated investments to arrive at net income and which are subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Metrics, of Pattern Energy's 2019 Quarterly Report on Form 10-Q for the period ended June 30, 2019.
Quarterly Dividend
Pattern Energy declared a dividend for the third quarter 2019, payable on October 31, 2019, to holders of record on September 27, 2019 in the amount of $0.4220 per Class A common share, which represents $1.688 on an annualized basis. The amount of the third quarter 2019 dividend is unchanged from the second quarter 2019 dividend.
New Acquisitions
Pattern Energy acquired two wind projects, the North Kent Wind and Belle River Wind, from Pattern Energy Group LP for total cash considerations of $44 million.
(1) Based on a CAD to USD exchange rate of $0.7573.
New Financing Arrangement
In July 2019, Pattern Energy entered into a $250 million bank loan with a three-year maturity. The non-amortizing bank loan will bear interest at LIBOR plus an applicable margin ranging from 117.5 to 142.5 basis points. Pattern Energy intends to use the bank loan to fund the acquisition of projects, repayments to the revolving credit facility and other general corporate purposes.
Acquisition Pipeline
Pattern Development (formerly referred to as Pattern Energy Group 2 LP or Pattern Development 2.0) and Pattern Energy Group LP (formerly referred to as Pattern Development 1.0) have a pipeline of development projects totaling more than 10 gigawatts ("GW"). Pattern Energy has a right of first offer ("ROFO") on the pipeline of acquisition opportunities from these two companies. The identified ROFO list stands at 1.1 GW of total capacity and represents a portion of the pipeline of development projects, which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased, or agreed to purchase, more than 1.6 GW from Pattern Energy Group LP and Pattern Development and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW.
Capacity (MW) | ||||||||||||||
Identified ROFO Projects(1) | Status | Location | Construction Start (2) | Commercial Operations (3) | Contract Type | Rated (4) | Pattern Development Companies Owned (5) | |||||||
Pattern Energy Group LP | ||||||||||||||
Henvey Inlet | In construction | Ontario | 2017 | 2019 | PPA | 300 | 150 | |||||||
Pattern Development | ||||||||||||||
Grady | In construction | New Mexico | 2018 | 2019 | PPA | 220 | 188 | |||||||
Sumita | Late stage development | Japan | 2020 | 2022 | PPA | 100 | 55 | |||||||
Ishikari | Late stage development | Japan | 2020 | 2022 | PPA | 112 | 112 | |||||||
Corona Wind Project(s) | Late stage development | New Mexico | 2020 | 2021 | PPA | 400 | 340 | |||||||
1,132 | 845 | |||||||||||||
(1) | As a result of the recent developments disclosed above, each of North Kent and Belle River are no longer included on the list of Identified ROFO Projects. |
(2) | Represents year of actual or anticipated commencement of construction. |
(3) | Represents year of actual or anticipated commencement of commercial operations. |
(4) | Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of weather and other conditions, a project will not operate at its rated capacity at all times and the amount of electricity generated may be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
(5) | Pattern Development Companies-Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Energy Group LP's or Pattern Development's percentage ownership interest in the distributable cash flow of the project. |
Pattern Energy Group Inc. Consolidated Statements of Operations (In millions of U.S. dollars, except share data) (Unaudited) | |||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue: | |||||||||||||||
Electricity sales | $ | 135 | $ | 136 | $ | 258 | $ | 238 | |||||||
Other revenue | 5 | 4 | 17 | 14 | |||||||||||
Total revenue | 140 | 140 | 275 | 252 | |||||||||||
Cost of revenue: | |||||||||||||||
Project expense | 40 | 34 | 80 | 69 | |||||||||||
Transmission costs | 6 | 8 | 12 | 15 | |||||||||||
Depreciation, amortization and accretion | 77 | 55 | 160 | 110 | |||||||||||
Total cost of revenue | 123 | 97 | 252 | 194 | |||||||||||
Gross profit | 17 | 43 | 23 | 58 | |||||||||||
Operating expenses: | |||||||||||||||
General and administrative | 11 | 9 | 22 | 20 | |||||||||||
Related party general and administrative | 4 | 4 | 8 | 8 | |||||||||||
Impairment expense | — | 4 | — | 4 | |||||||||||
Total operating expenses | 15 | 17 | 30 | 32 | |||||||||||
Operating income (loss) | 2 | 26 | (7) | 26 | |||||||||||
Other income (expense): | |||||||||||||||
Interest expense | (25) | (28) | (51) | (53) | |||||||||||
Gain (loss) on derivatives | (1) | 9 | — | 14 | |||||||||||
Earnings (loss) in unconsolidated investments, net | — | (1) | (6) | 17 | |||||||||||
Net loss on transactions | (2) | (2) | (2) | (3) | |||||||||||
Other expense, net | — | (2) | (2) | (5) | |||||||||||
Total other expense | (28) | (24) | (61) | (30) | |||||||||||
Net income (loss) before income tax | (26) | 2 | (68) | (4) | |||||||||||
Income tax provision | 4 | 4 | 8 | 11 | |||||||||||
Net loss | (30) | (2) | (76) | (15) | |||||||||||
Net loss attributable to noncontrolling interest | (23) | (35) | (39) | (184) | |||||||||||
Net income (loss) attributable to Pattern Energy | $ | (7) | $ | 33 | $ | (37) | $ | 169 | |||||||
Weighted-average number of common shares | |||||||||||||||
Basic | 97,609,107 | 97,459,472 | 97,588,880 | 97,444,016 | |||||||||||
Diluted | 97,609,107 | 97,496,217 | 97,588,880 | 105,662,687 | |||||||||||
Net income (loss) per share attributable to Pattern | |||||||||||||||
Basic | $ | (0.07) | $ | 0.34 | $ | (0.38) | $ | 1.73 | |||||||
Diluted | $ | (0.07) | $ | 0.34 | $ | (0.38) | $ | 1.67 | |||||||
Adjusted EBITDA and Cash Available for Distribution Non-GAAP Reconciliations
The following tables present a reconciliation of Adjusted EBITDA and cash available for distribution to net loss, the most directly comparable GAAP financial measure, for the periods indicated (unaudited and in millions):
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net loss | $ | (30) | $ | (2) | $ | (76) | $ | (15) | ||||||||
Plus: | ||||||||||||||||
Interest expense, net of interest income | 25 | 27 | 50 | 52 | ||||||||||||
Income tax provision | 4 | 4 | 8 | 11 | ||||||||||||
Depreciation, amortization and accretion | 82 | 63 | 171 | 125 | ||||||||||||
EBITDA | $ | 81 | $ | 92 | $ | 153 | $ | 173 | ||||||||
Unrealized (gain) loss on derivatives | 6 | (5) | 10 | — | ||||||||||||
Impairment expense | — | 4 | — | 4 | ||||||||||||
Adjustments for unconsolidated investments(1) | (2) | — | (2) | — | ||||||||||||
Other | — | (1) | 2 | 2 | ||||||||||||
Plus, proportionate share from unconsolidated investments: | ||||||||||||||||
Interest expense, net of interest income | 6 | 10 | 12 | 19 | ||||||||||||
Depreciation, amortization and accretion | 7 | 9 | 13 | 18 | ||||||||||||
(Gain) loss on derivatives | 4 | (1) | 12 | (3) | ||||||||||||
Adjusted EBITDA | $ | 102 | $ | 108 | $ | 200 | $ | 213 | ||||||||
Plus: | ||||||||||||||||
Distributions from unconsolidated investments | 12 | 18 | 26 | 37 | ||||||||||||
Network upgrade reimbursement | — | — | 1 | 1 | ||||||||||||
Release of restricted cash | 6 | — | 6 | 3 | ||||||||||||
Stock-based compensation | 1 | 1 | 2 | 2 | ||||||||||||
Other | 1 | 3 | 2 | 4 | ||||||||||||
Less: | ||||||||||||||||
Unconsolidated investment earnings and proportionate shares from EBITDA | (17) | (19) | (32) | (56) | ||||||||||||
Interest expense, less non-cash items and interest income | (23) | (25) | (46) | (49) | ||||||||||||
Income taxes | (1) | — | (3) | (3) | ||||||||||||
Distributions to noncontrolling interests | (9) | (12) | (21) | (21) | ||||||||||||
Principal payments paid from operating cash flows | (19) | (15) | (30) | (29) | ||||||||||||
Cash available for distribution | $ | 53 | $ | 59 | $ | 105 | $ | 102 | ||||||||
Weighted-average number of common shares outstanding | ||||||||||||||||
Basic | 97,609,107 | 97,459,472 | 97,588,880 | 97,444,016 | ||||||||||||
Cash available for distribution per share | ||||||||||||||||
Basic | $ | 0.54 | $ | 0.61 | $ | 1.08 | $ | 1.05 | ||||||||
(1) | Amount consists of gains on distributions from unconsolidated investments and suspended equity earnings of $5 million and $3 million for the three months ended June 30, 2019, respectively. |
Pattern Energy Group Inc. Consolidated Balance Sheets (In millions of U.S. dollars, except share and par value data) (Unaudited) | |||||||
June 30, | December 31, | ||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 124 | $ | 101 | |||
Restricted cash | — | 4 | |||||
Counterparty collateral | 1 | 6 | |||||
Trade receivables | 68 | 50 | |||||
Derivative assets, current | 3 | 14 | |||||
Prepaid expenses | 13 | 18 | |||||
Deferred financing costs, current, net of accumulated amortization of $4 and $3 as of June 30, 2019 and December 31, 2018, respectively | 2 | 2 | |||||
Other current assets | 29 | 16 | |||||
Total current assets | 240 | 211 | |||||
Restricted cash | 12 | 18 | |||||
Major construction advances | 40 | 84 | |||||
Construction in progress | 415 | 259 | |||||
Property, plant and equipment, net | 4,002 | 4,119 | |||||
Unconsolidated investments | 246 | 270 | |||||
Derivative assets | 6 | 9 | |||||
Deferred financing costs | 8 | 8 | |||||
Net deferred tax assets | 11 | 5 | |||||
Intangible assets, net | 215 | 219 | |||||
Goodwill | 60 | 58 | |||||
Other assets | 116 | 34 | |||||
Total assets | $ | 5,371 | $ | 5,294 | |||
Liabilities and equity | |||||||
Current liabilities: | |||||||
Accounts payable and other accrued liabilities | $ | 54 | $ | 67 | |||
Accrued construction costs | 63 | 27 | |||||
Counterparty collateral liability | 1 | 6 | |||||
Accrued interest | 14 | 14 | |||||
Dividends payable | 42 | 42 | |||||
Derivative liabilities, current | 5 | 2 | |||||
Revolving credit facility, current | 269 | 198 | |||||
Current portion of long-term debt, net | 61 | 56 | |||||
Asset retirement obligation, current | 24 | 24 | |||||
Contingent liabilities, current | 118 | 31 | |||||
Other current liabilities | 21 | 11 | |||||
Total current liabilities | 672 | 478 | |||||
Revolving credit facility | 25 | 25 | |||||
Long-term debt, net | 2,084 | 2,004 | |||||
Derivative liabilities | 71 | 31 | |||||
Net deferred tax liabilities | 123 | 117 | |||||
Intangible liabilities, net | 46 | 56 | |||||
Contingent liabilities | 37 | 142 | |||||
Asset retirement obligations | 206 | 185 | |||||
Other long-term liabilities | 130 | 71 | |||||
Contract liability | 27 | 26 | |||||
Total liabilities | 3,421 | 3,135 | |||||
Commitments and contingencies | |||||||
Equity: | |||||||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 98,240,715 and 98,051,629 shares outstanding as of June 30, 2019 and December 31, 2018, respectively | 1 | 1 | |||||
Additional paid-in capital | 1,050 | 1,130 | |||||
Accumulated loss | (64) | (27) | |||||
Accumulated other comprehensive loss | (87) | (52) | |||||
Treasury stock, at cost; 249,481 and 223,040 shares of Class A common stock as of June 30, 2019 and December 31, 2018, respectively | (5) | (5) | |||||
Total equity before noncontrolling interest | 895 | 1,047 | |||||
Noncontrolling interest | 1,055 | 1,112 | |||||
Total equity | 1,950 | 2,159 | |||||
Total liabilities and equity | $ | 5,371 | $ | 5,294 | |||
Pattern Energy Group Inc. Consolidated Statements of Cash Flows (In millions of U.S. dollars) (Unaudited) | |||||||
Six months ended June 30, | |||||||
2019 | 2018 | ||||||
Operating activities | |||||||
Net loss | $ | (76) | $ | (15) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation, amortization and accretion | 174 | 125 | |||||
Impairment expense | — | 4 | |||||
Loss (gain) on derivatives | 10 | (2) | |||||
Stock-based compensation | 2 | 2 | |||||
Deferred taxes | 5 | 11 | |||||
(Earnings) losses in unconsolidated investments, net | 6 | (17) | |||||
Distributions from unconsolidated investments | 14 | 33 | |||||
Changes in operating assets and liabilities: | |||||||
Counterparty collateral asset | 5 | 24 | |||||
Trade receivables | (18) | (10) | |||||
Other current assets | (9) | 7 | |||||
Other assets (non-current) | (18) | (2) | |||||
Accounts payable and other accrued liabilities | (12) | (12) | |||||
Counterparty collateral liability | (5) | (24) | |||||
Other current liabilities | (5) | (7) | |||||
Contingent liabilities | (1) | (1) | |||||
Other long-term liabilities | 3 | 8 | |||||
Net cash provided by operating activities | 75 | 124 | |||||
Investing activities | |||||||
Cash paid for acquisitions and investments, net of cash and restricted cash acquired | (7) | (215) | |||||
Capital expenditures | (63) | (86) | |||||
Distributions from unconsolidated investments | 12 | 4 | |||||
Net cash used in investing activities | (58) | (297) | |||||
Financing activities | |||||||
Dividends paid | (83) | (82) | |||||
Capital contributions - noncontrolling interest | 5 | — | |||||
Capital distributions - noncontrolling interest | (21) | (21) | |||||
Payment for financing fees | — | (7) | |||||
Proceeds from short-term debt | 144 | 333 | |||||
Repayment of short-term debt | (76) | (133) | |||||
Proceeds from long-term debt and other | 77 | 127 | |||||
Repayment of long-term debt and other | (26) | (35) | |||||
Cash paid for contingent consideration | (21) | — | |||||
Payment for termination of designated derivatives | (3) | — | |||||
Other financing activities | (1) | — | |||||
Net cash (used in) provided by financing activities | (5) | 182 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1 | (2) | |||||
Net increase in cash, cash equivalents and restricted cash including cash classified within current assets and liabilities held for sale | 13 | 7 | |||||
Add: Net decrease in cash classified within current assets and liabilities held for sale | — | (14) | |||||
Net change in cash, cash equivalents and restricted cash | 13 | (7) | |||||
Cash, cash equivalents and restricted cash at beginning of period | 123 | 138 | |||||
Cash, cash equivalents and restricted cash at end of period | $ | 136 | $ | 131 | |||
Supplemental disclosures | |||||||
Cash payments for income taxes | $ | 14 | $ | — | |||
Cash payments for interest expense | $ | 45 | $ | 49 | |||
Schedule of non-cash activities | |||||||
Change in property, plant and equipment | $ | 71 | $ | 117 | |||
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time on Tuesday, August 6, 2019. Mike Garland, CEO, and Esben Pedersen, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 5792956. The replay recording will be available until 11:59 p.m. Eastern Time, August 27, 2019.
A live webcast of the conference call with a presentation that accompanies the call will be also available on the events page in the invest section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 26 renewable energy projects with an operating capacity of approximately 4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to achieve the 2019 and 2020 full year CAFD guidance targets, the ability to achieve the five year average CAFD multiple for the Belle River and North Kent projects, the ability to achieve 2019 and 2020 growth targets, the ability to grow CAFD per share and drive down the payout ratio, the timing of receipt of distributions from Pattern Development 2.0, and the ability to fund the acquisition of identified ROFO projects. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Media Relations | Investor Relations | ||
Matt Dallas | Ross Marshall | ||
917-363-1333 | 416-526-1563 | ||
View original content to download multimedia:http://www.prnewswire.com/news-releases/pattern-energy-reports-second-quarter-2019-financial-results-300896811.html
SOURCE Pattern Energy Group Inc.
Article Date
8/6/2019Pattern Energy to Host 2019 Second Quarter Results Conference Call
Source: PR Newswire
SAN FRANCISCO, July 29, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its second quarter 2019 financial results by press release on Tuesday, August 6, 2019, prior to market open. The Company will subsequently hold a conference call that same day, Tuesday, August 6, at 10:30 am Eastern Time hosted by Mr. Michael Garland, Chief Executive Officer, and Mr. Esben Pedersen, Chief Financial Officer. A question and answer session will follow the corporate update.
Conference Call Details
DATE: | Tuesday, August 6, 2019 |
TIME: | 10:30 am ET |
DIAL-IN NUMBER: | (888) 231-8191 or (647) 427-7450 |
TAPED REPLAY: | (855) 859-2056 or (416) 849-0833 |
REFERENCE NUMBER: | 5792956 |
A link to the live audio webcast of the conference call with a presentation that accompanies the call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 renewable energy projects with an operating capacity of approximately 4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts:
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
View original content to download multimedia:http://www.prnewswire.com/news-releases/pattern-energy-to-host-2019-second-quarter-results-conference-call-300892561.html
SOURCE Pattern Energy Group Inc.
Article Date
7/29/2019Pattern Energy Reports Results of Director Election
Source: PR Newswire
SAN FRANCISCO, June 12, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced that the nominees listed in the Proxy Statement, dated April 23, 2019, for the 2019 Annual Meeting of Stockholders (the "Meeting") were elected as Directors of the Company. The results of the vote for the election of Directors at the Meeting held on June 12, 2019 in San Francisco were as follows:
Votes For | Votes Against | Votes Abstain | ||||
Nominees | Number | % | Number | % | Number | % |
Alan R. Batkin | 61,570,099 | 97.7% | 1,322,489 | 2.1% | 125,548 | 0.2% |
The Lord Browne of Madingley | 62,156,875 | 98.6% | 726,523 | 1.2% | 134,738 | 0.2% |
Michael M. Garland | 62,629,545 | 99.4% | 267,147 | 0.4% | 121,444 | 0.2% |
Richard A. Goodman | 62,600,884 | 99.3% | 289,937 | 0.5% | 127,315 | 0.2% |
Douglas G. Hall | 62,620,850 | 99.4% | 275,598 | 0.4% | 121,688 | 0.2% |
Patricia M. Newson | 62,714,870 | 99.5% | 197,850 | 0.3% | 105,416 | 0.2% |
Mona K. Sutphen | 62,669,974 | 99.4% | 234,394 | 0.4% | 113,768 | 0.2% |
In addition, at the Meeting, stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019 and, on an advisory and non-binding basis, voted to approve the compensation of the Company's named executive officers as disclosed in the 2019 proxy statement.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 renewable energy projects with an operating capacity of approximately 4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts: | |
Media Relations | Investor Relations |
Matt Dallas | Ross Marshall |
917-363-1333 | 416-526-1563 |
View original content to download multimedia:http://www.prnewswire.com/news-releases/pattern-energy-reports-results-of-director-election-300866720.html
SOURCE Pattern Energy Group Inc.
Article Date
6/12/2019Pattern Energy Reports First Quarter 2019 Financial Results
Source: PR Newswire
SAN FRANCISCO, May 10, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2019 first quarter.
Highlights
(Figures reported below are for the first quarter of fiscal 2019, unless otherwise noted)
"We continue to demonstrate a strong ability to manage the business for the wind variability experienced. We are on track for our 2019 full year guidance target with our effective capital management and growth strategy, despite wind resource levels that were below the long-term average in the Eastern United States," said Mike Garland, CEO of Pattern Energy. "We are executing our strategy to grow our CAFD per share through 2020 without the requirement to issue new common equity. The actions we are taking are meant to ensure that we can maintain our dividend, drive down our payout ratio and fund the acquisition of identified ROFO projects. We have expanded our identified ROFO list to 1.3 GW with new projects in New Mexico during the quarter. Our investment in Pattern Development remains on track to deliver meaningful growth beyond 2019."
(1) The forward looking measure of 2019 full year cash available for distribution (CAFD) is a non-GAAP measure that cannot be reconciled to net income as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking mark-to-market changes in derivatives and proportionate share of earnings from unconsolidated investments to arrive at net income and which are subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Metrics, of Pattern Energy's 2019 Quarterly Report on Form 10-Q for the period ended March 31, 2019.
Financial and Operating Results
Pattern Energy sold 2,115,855 megawatt hours ("MWh") of electricity on a proportional basis in the first quarter of 2019, compared to 2,135,715 MWh sold in the same period last year. The 1% decrease in the quarterly period was primarily due to volume decreases as a result of divestitures in 2018 and unfavorable wind conditions partially offset by volume increases due to acquisitions in 2018 and less curtailment and congestion in the first quarter of 2019.
Net loss was $46 million in the first quarter of 2019, compared to a net loss of $13 million for the same period last year. The increase of $33 million in net loss in the quarterly period was primarily attributable to a $24 million increase in net loss at the operating business segment, mainly due to losses at existing projects, divestitures in 2018, derivative losses and a $10 million increase in the share of net loss at the development investment segment, which included impairment expense and increased cost of development including legal, professional and related party administrative expense.
Adjusted EBITDA decreased 6% to $98 million for the first quarter of 2019, compared to $104 million for the same period last year. The $6 million decrease in the quarterly period was primarily due to decreases of $13 million due to divestitures in 2018 and $10 million due to losses at our development investment segment. These decreases in Adjusted EBITDA were partially offset by increases of $16 million from new projects acquired in 2018 and $2 million from projects fully operational in both periods.
Cash available for distribution increased 23% to $53 million for the first quarter of 2019, compared to $43 million for the same period last year. The $10 million increase in the quarterly period was primarily due to increases of $9 million from projects fully operational in both periods and $7 million from new projects acquired in 2018, partially offset by a decrease of $6 million due to divestitures in 2018.
2019 Financial Guidance
Pattern Energy is re-confirming its targeted annual cash available for distribution(1) for 2019 within a range of $160 million to $190 million. For the full year 2020, Pattern Energy expects annual cash available for distribution(1) in a range of $185 million to $225 million.
(1) The forward looking measures of 2019 and 2020 full year cash available for distribution (CAFD) are non-GAAP measures that cannot be reconciled to net income as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking mark-to-market changes in derivatives and proportionate share of earnings from unconsolidated investments to arrive at net income and which are subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Metrics, of Pattern Energy's 2019 Quarterly Report on Form 10-Q for the period ended March 31, 2019.
Quarterly Dividend
Pattern Energy declared a dividend for the second quarter 2019, payable on July 31, 2019, to holders of record on June 28, 2019 in the amount of $0.4220 per Class A common share, which represents $1.688 on an annualized basis. The amount of the second quarter 2019 dividend is unchanged from the first quarter 2019 dividend.
Acquisition Pipeline
Pattern Development (formerly referred to as Pattern Energy Group 2 LP or Pattern Development 2.0) and Pattern Energy Group LP (formerly referred to as Pattern Development 1.0) have a pipeline of development projects totaling more than 10 gigawatts ("GW"). Pattern Energy has a ROFO on the pipeline of acquisition opportunities from these two companies. The identified ROFO list stands at 1.3 GW of total capacity and represents a portion of the pipeline of development projects, which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased, or agreed to purchase, more than 1.6 GW from Pattern Energy Group LP and Pattern Development and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW.
Pattern Energy has removed the 80 MW Crazy Mountain Wind project, located in Sweet Grass County, Montana, from its identified ROFO list due to the likelihood that the project will not continue as a result of a court order which has currently halted further development at the project.
Below is a summary of the identified ROFO projects that Pattern Energy has the right to purchase from Pattern Development and Pattern Energy Group LP in connection with its respective purchase rights:
Capacity (MW) | ||||||||||||||
Identified | Status | Location | Construction | Commercial | Contract | Rated (3) | Pattern | |||||||
Pattern Energy Group LP | ||||||||||||||
Belle River | Operational | Ontario | 2016 | 2017 | PPA | 100 | 43 | |||||||
North Kent | Operational | Ontario | 2017 | 2018 | PPA | 100 | 35 | |||||||
Henvey Inlet | In construction | Ontario | 2017 | 2019 | PPA | 300 | 150 | |||||||
Pattern Development | ||||||||||||||
Grady | In construction | New Mexico | 2018 | 2019 | PPA | 220 | 188 | |||||||
Sumita | Late stage development | Japan | 2020 | 2022 | PPA | 100 | 55 | |||||||
Ishikari | Late stage development | Japan | 2020 | 2022 | PPA | 112 | 112 | |||||||
Corona Wind Project(s) | Late stage development | New Mexico | 2020 | 2021 | PPA | 400 | 340 | |||||||
1,332 | 923 | |||||||||||||
(1) | Represents year of actual or anticipated commencement of construction. |
(2) | Represents year of actual or anticipated commencement of commercial operations. |
(3) | Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of weather and other conditions, a project will not operate at its rated capacity at all times and the amount of electricity generated may be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
(4) | Pattern Development Companies-Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Energy Group LP's or Pattern Development's percentage ownership interest in the distributable cash flow of the project. |
Pattern Energy Group Inc. Consolidated Statements of Operations (In millions of U.S. dollars, except share data) (Unaudited) | |||||||
Three months ended March 31, | |||||||
2019 | 2018 | ||||||
Revenue: | |||||||
Electricity sales | $ | 123 | $ | 102 | |||
Other revenue | 12 | 10 | |||||
Total revenue | 135 | 112 | |||||
Cost of revenue: | |||||||
Project expense | 40 | 35 | |||||
Transmission costs | 6 | 7 | |||||
Depreciation, amortization and accretion | 83 | 55 | |||||
Total cost of revenue | 129 | 97 | |||||
Gross profit | 6 | 15 | |||||
Operating expenses: | |||||||
General and administrative | 11 | 11 | |||||
Related party general and administrative | 4 | 4 | |||||
Total operating expenses | 15 | 15 | |||||
Operating income (loss) | (9) | — | |||||
Other income (expense): | |||||||
Interest expense | (26) | (25) | |||||
Gain on derivatives | 1 | 6 | |||||
Earnings (loss) in unconsolidated investments, net | (6) | 18 | |||||
Net loss on transactions | — | (1) | |||||
Other expense, net | (2) | (4) | |||||
Total other expense | (33) | (6) | |||||
Net loss before income tax | (42) | (6) | |||||
Income tax provision | 4 | 7 | |||||
Net loss | (46) | (13) | |||||
Net loss attributable to noncontrolling interest | (16) | (149) | |||||
Net income (loss) attributable to Pattern Energy | $ | (30) | $ | 136 | |||
Weighted-average number of common shares outstanding | |||||||
Basic | 97,568,427 | 97,428,388 | |||||
Diluted | 97,568,427 | 105,564,491 | |||||
Net income (loss) per share attributable to Pattern Energy | |||||||
Basic | $ | (0.31) | $ | 1.39 | |||
Diluted | $ | (0.31) | $ | 1.32 | |||
Adjusted EBITDA and Cash Available for Distribution Non-GAAP Reconciliations | ||||||||
The following tables present a reconciliation of Adjusted EBITDA and cash available for distribution to net loss, the most directly comparable GAAP financial measure, for the periods indicated (unaudited and in millions): | ||||||||
Three months ended March 31, | ||||||||
2019 | 2018 | |||||||
Net loss | $ | (46) | $ | (13) | ||||
Plus: | ||||||||
Interest expense, net of interest income | 25 | 25 | ||||||
Income tax provision | 4 | 7 | ||||||
Depreciation, amortization and accretion | 89 | 63 | ||||||
EBITDA | $ | 72 | $ | 82 | ||||
Unrealized loss on derivatives | 5 | 5 | ||||||
Other | 1 | — | ||||||
Plus, proportionate share from unconsolidated investments: | ||||||||
Interest expense, net of interest income | 6 | 9 | ||||||
Depreciation, amortization and accretion | 6 | 9 | ||||||
(Gain) loss on derivatives | 8 | (1) | ||||||
Adjusted EBITDA | $ | 98 | $ | 104 | ||||
Plus: | ||||||||
Distributions from unconsolidated investments | 14 | 20 | ||||||
Release of restricted cash | — | 2 | ||||||
Stock-based compensation | 1 | 1 | ||||||
Less: | ||||||||
Unconsolidated investment earnings and proportionate shares for EBITDA | (15) | (38) | ||||||
Interest expense, less non-cash items and interest income | (23) | (23) | ||||||
Income taxes | (1) | — | ||||||
Distributions to noncontrolling interests | (11) | (9) | ||||||
Principal payments paid from operating cash flows | (10) | (14) | ||||||
Cash available for distribution | $ | 53 | $ | 43 | ||||
Weighted-average number of common shares outstanding | ||||||||
Basic | 97,568,427 | 97,428,388 | ||||||
Cash available for distribution per share | ||||||||
Basic | $ | 0.54 | $ | 0.44 | ||||
Pattern Energy Group Inc. Consolidated Balance Sheets (In millions of U.S. dollars, except share and par value data) (Unaudited) | |||||||
March 31, | December 31, | ||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 93 | $ | 101 | |||
Restricted cash | — | 4 | |||||
Counterparty collateral | 6 | 6 | |||||
Trade receivables | 74 | 50 | |||||
Derivative assets, current | 7 | 14 | |||||
Prepaid expenses | 13 | 18 | |||||
Deferred financing costs, current, net of accumulated amortization of $3 and $3 as of March 31, 2019 and December 31, 2018, respectively | 2 | 2 | |||||
Other current assets | 27 | 16 | |||||
Total current assets | 222 | 211 | |||||
Restricted cash | 15 | 18 | |||||
Major construction advances | 86 | 84 | |||||
Construction in progress | 277 | 259 | |||||
Property, plant and equipment, net | 4,052 | 4,119 | |||||
Unconsolidated investments | 257 | 270 | |||||
Derivative assets | 7 | 9 | |||||
Deferred financing costs | 8 | 8 | |||||
Net deferred tax assets | 7 | 5 | |||||
Intangible assets, net | 215 | 219 | |||||
Goodwill | 58 | 58 | |||||
Other assets | 108 | 34 | |||||
Total assets | $ | 5,312 | $ | 5,294 | |||
Liabilities and equity | |||||||
Current liabilities: | |||||||
Accounts payable and other accrued liabilities | $ | 83 | $ | 67 | |||
Accrued construction costs | 13 | 27 | |||||
Counterparty collateral liability | 6 | 6 | |||||
Accrued interest | 7 | 14 | |||||
Dividends payable | 42 | 42 | |||||
Derivative liabilities, current | 3 | 2 | |||||
Revolving credit facility, current | 234 | 198 | |||||
Current portion of long-term debt, net | 59 | 56 | |||||
Asset retirement obligation, current | 24 | 24 | |||||
Contingent liabilities, current | 7 | 31 | |||||
Other current liabilities | 23 | 11 | |||||
Total current liabilities | 501 | 478 | |||||
Revolving credit facility | 24 | 25 | |||||
Long-term debt, net | 2,045 | 2,004 | |||||
Derivative liabilities | 45 | 31 | |||||
Net deferred tax liabilities | 118 | 117 | |||||
Intangible liabilities, net | 47 | 56 | |||||
Contingent liabilities | 142 | 142 | |||||
Asset retirement obligations | 187 | 185 | |||||
Other long-term liabilities | 132 | 71 | |||||
Contract liability | 27 | 26 | |||||
Total liabilities | 3,268 | 3,135 | |||||
Commitments and contingencies | |||||||
Equity: | |||||||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 98,251,544 and 98,051,629 shares outstanding as of March 31, 2019 and December 31, 2018, respectively | 1 | 1 | |||||
Additional paid-in capital | 1,090 | 1,130 | |||||
Accumulated loss | (57) | (27) | |||||
Accumulated other comprehensive loss | (73) | (52) | |||||
Treasury stock, at cost; 247,995 and 223,040 shares of Class A common stock as of March 31, 2019 and December 31, 2018, respectively | (5) | (5) | |||||
Total equity before noncontrolling interest | 956 | 1,047 | |||||
Noncontrolling interest | 1,088 | 1,112 | |||||
Total equity | 2,044 | 2,159 | |||||
Total liabilities and equity | $ | 5,312 | $ | 5,294 | |||
Pattern Energy Group Inc. Consolidated Statements of Cash Flows (In millions of U.S. dollars) (Unaudited) | |||||||
Three months ended March 31, | |||||||
2019 | 2018 | ||||||
Operating activities | |||||||
Net loss | $ | (46) | $ | (13) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation, amortization and accretion | 90 | 62 | |||||
Loss on derivatives | 5 | 4 | |||||
Stock-based compensation | 1 | 1 | |||||
Deferred taxes | 3 | 7 | |||||
(Earnings) losses in unconsolidated investments, net | 6 | (18) | |||||
Distributions from unconsolidated investments | 7 | 14 | |||||
Changes in operating assets and liabilities: | |||||||
Counterparty collateral asset | — | 12 | |||||
Trade receivables | (23) | (6) | |||||
Other current assets | (6) | 2 | |||||
Other assets (non-current) | (11) | (1) | |||||
Accounts payable and other accrued liabilities | 15 | (19) | |||||
Counterparty collateral liability | — | (12) | |||||
Other current liabilities | (31) | (9) | |||||
Other long-term liabilities | (2) | 4 | |||||
Net cash provided by operating activities | 8 | 28 | |||||
Investing activities | |||||||
Cash paid for acquisitions and investments, net of cash and restricted cash acquired | (7) | (193) | |||||
Capital expenditures | (40) | (61) | |||||
Distributions from unconsolidated investments | 7 | — | |||||
Other assets | — | (17) | |||||
Net cash used in investing activities | (40) | (271) | |||||
Financing activities | |||||||
Dividends paid | (42) | (41) | |||||
Capital contributions - noncontrolling interest | 5 | — | |||||
Capital distributions - noncontrolling interest | (11) | (9) | |||||
Payment for financing fees | — | (6) | |||||
Proceeds from short-term debt | 75 | 283 | |||||
Repayment of short-term debt | (41) | (35) | |||||
Proceeds from long-term debt and other | 45 | 113 | |||||
Repayment of long-term debt and other | (8) | (19) | |||||
Payment for termination of designated derivatives | (3) | — | |||||
Other financing activities | (1) | — | |||||
Net cash provided by financing activities | 19 | 286 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2) | (1) | |||||
Net change in cash, cash equivalents and restricted cash | (15) | 42 | |||||
Cash, cash equivalents and restricted cash at beginning of period | 123 | 138 | |||||
Cash, cash equivalents and restricted cash at end of period | $ | 108 | $ | 180 | |||
Supplemental disclosures | |||||||
Cash payments for income taxes | $ | 14 | $ | — | |||
Cash payments for interest expense | $ | 29 | $ | 33 | |||
Schedule of non-cash activities | |||||||
Change in property, plant and equipment | $ | 10 | $ | 122 | |||
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time on Friday, May 10, 2019. Mike Garland, CEO, and Esben Pedersen, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 4078346. The replay recording will be available until 11:59 p.m. Eastern Time, May 31, 2019.
A live webcast of the conference call with a presentation that accompanies the call will be also available on the events page in the invest section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 renewable energy projects with an operating capacity of approximately 4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to achieve the 2019 full year guidance target and grow CAFD per share through 2020 without the requirement to issue new common equity; the ability to maintain the dividend, drive down the payout ratio, and fund the acquisition of identified ROFO projects; and the ability of the investment in Pattern Development to deliver meaningful growth beyond 2019. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts: | ||
Media Relations | Investor Relations | |
Matt Dallas | Ross Marshall | |
917-363-1333 | 416-526-1563 | |
View original content to download multimedia:http://www.prnewswire.com/news-releases/pattern-energy-reports-first-quarter-2019-financial-results-300847878.html
SOURCE Pattern Energy Group Inc.
Article Date
5/10/2019Pattern Energy to Host 2019 First Quarter Results Conference Call
Source: PR Newswire
SAN FRANCISCO, April 26, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its first quarter 2019 financial results by press release on Friday, May 10, 2019, prior to market open. The Company will subsequently hold a conference call that same day, Friday, May 10, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Esben Pedersen, Chief Financial Officer. A question and answer session will follow the corporate update.
Conference Call Details | |
DATE: | Friday, May 10, 2019 |
TIME: | 10:30 am ET |
DIAL-IN NUMBER: | (888) 231-8191 or (647) 427-7450 |
TAPED REPLAY: | (855) 859-2056 or (416) 849-0833 |
REFERENCE NUMBER: | 4078346 |
A link to the live audio webcast of the conference call with a presentation that accompanies the call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 renewable energy projects with an operating capacity of approximately 4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts:
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
View original content to download multimedia:http://www.prnewswire.com/news-releases/pattern-energy-to-host-2019-first-quarter-results-conference-call-300839211.html
SOURCE Pattern Energy Group Inc.
Article Date
4/26/2019Pattern Energy Reports Fourth Quarter and Year End 2018 Financial Results
Source: PR Newswire
- Declares dividend of $0.4220 per Class A common share for first quarter 2019 -
SAN FRANCISCO, March 1, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 fourth quarter and year.
Highlights
(Comparisons made between fiscal 2018 and fiscal 2017 results, unless otherwise noted)
"We improved our net loss by 16% and successfully exceeded the midpoint of our CAFD guidance range reporting $167 million in CAFD in 2018, despite lower than anticipated wind resource in the fourth quarter. This result was due to effective capital management, cost improvements from our G&A and our self-perform O&M initiatives, as well as continued operational excellence as evidenced by our 97% turbine availability," said Mike Garland, CEO of Pattern Energy. "We have established a clear plan for CAFD growth through 2020 without the requirement of new common equity. We expect to grow our CAFD per share by approximately 10% on a CAGR basis through 2020. This results in CAFD of $175 million and $205 million in 2019 and 2020, respectively, at the midpoint of the guidance range(1). With this growth, we believe we can achieve an 80% payout ratio at the current dividend level. We believe the opportunity for dropdowns from Pattern Development and our investment in the business will contribute material growth beyond 2019. During 2019, we have set a strategy to manage the impact of the Gulf Wind hedge rolling off and the continued congestion in ERCOT while at the same time maintaining our dividend and funding the acquisition of our identified ROFO projects."
(1) The forward looking measures of 2019 and 2020 full year cash available for distribution (CAFD) are non-GAAP measures that cannot be reconciled to net income as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking mark-to-market changes in derivatives and proportionate share of earnings from unconsolidated investments to arrive at net income and which are subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key performance metrics, of Pattern Energy's 2018 Annual Report on Form 10-K for the period ended December 31, 2018.
Financial and Operating Results
Pattern Energy sold 1,966,677 megawatt hours ("MWh") of electricity on a proportional basis in the fourth quarter of 2018 compared to 2,130,343 MWh sold in the same period last year. Pattern Energy sold 7,988,192 MWh of electricity on a proportional basis for the year ended December 31, 2018 (the "full year 2018") compared to 7,794,125 MWh sold in 2017. The 8% decrease in the quarterly period was primarily due to a decrease in volume as a result of the sale of El Arrayán and due to a reduction in Pattern Energy's proportional interest at Panhandle 2 and lower wind partially offset by acquisitions in 2018. Production for the quarter was 14% below the long-term average forecast for the quarter with specific weakness in the Eastern U.S. and Western U.S. regions. The 2% improvement in the full year period was primarily due to an increase in volume from acquisitions in 2018 and 2017 partially offset by lower volume due to the sale of El Arrayán and due to a reduction in Pattern Energy's proportional interest at Panhandle 2.
Net loss was $22 million in the fourth quarter of 2018, compared to a net loss of $22 million for the same period in 2017. Net loss remained constant in the quarterly period primarily due to a $32 million increase in cost of revenue primarily due to increased depreciation as a result of acquisitions and accelerated depreciation at the Gulf Wind repowering project and a $12 million increase in the tax provision, partially offset by a $46 million increase in other income (expense) primarily consisting of a $71 million pretax gain on the sale of K2 offset by a $26 million decrease in equity in earnings of unconsolidated investments due to losses at Pattern Development.
Net loss was $69 million for the full year 2018 compared to a net loss of $82 million for 2017. The decrease in net loss for the annual period was primarily due to a $72 million increase in revenue and a $41 million decrease in other income (expense) consisting primarily of a $71 million pretax gain on the sale of K2, $26 million favorable foreign currency exchange rates, a $41 million decrease in equity in earnings of unconsolidated investments due to losses at Pattern Development, a $9 million increase in contingent liability accretion associated with acquisitions and a $7 million increase in interest expense. The decrease in net loss for the annual period was also offset by increases of $71 million in cost of revenues primarily related to increased depreciation as a result of acquisitions and accelerated depreciation at the Gulf Wind repowering project, $20 million in the tax provision and $9 million in operating expenses primarily related to impairment expense at El Arrayán.
Adjusted EBITDA was $81 million for the fourth quarter 2018 compared to $100 million for the same period last year. Adjusted EBITDA was $372 million for the full year 2018 compared to $344 million for 2017, an increase of $28 million, or approximately 8%. The 19% decrease in the quarterly period was primarily due to a $21 million decrease in the proportionate share of Adjusted EBITDA from unconsolidated investments. The increase in Adjusted EBITDA during 2018 was primarily due to a $83 million increase in revenue (excluding unrealized loss on energy derivative and amortization of PPAs) primarily attributable to increases in electricity sales as a result of 2018 and 2017 acquisitions and an insurance settlement for Santa Isabel partially offset by a volume decrease due to the disposition of El Arrayán, a $33 million decrease in the proportionate share of Adjusted EBITDA from unconsolidated investments, a $13 million increase in project expenses and a $7 million increase in transmission costs.
Cash available for distribution was $35 million for the fourth quarter of 2018, compared to $42 million for the same period in 2017. The change in the quarterly period was primarily due to a $4 million increase in project expenses, a $3 million decrease in distributions received from unconsolidated investments and a $7 million decrease in the release of restricted cash. These decreases were partially offset by $4 million of pay-go contributions.
Cash available for distribution was $167 million for the full year 2018 compared to $146 million for 2017. Based on dividends paid during 2018, Pattern Energy's dividend payout ratio was 99% of 2018 cash available for distribution. The $21 million increase in the annual period was primarily due to an $83 million increase in revenues (excluding unrealized loss on energy derivative and amortization of PPAs) driven by projects acquired during 2018 and 2017 and $4 million of pay-go contributions. These improvements were partially offset by an $18 million increase in distributions to noncontrolling interests, a $13 million increase in project expenses, a $9 million decrease in total distributions received from unconsolidated investments, a $9 million increase in interest expense (excluding amortization of financing costs and debt discount/premium) primarily due to additional debt associated with acquisitions, an $8 million decrease in network upgrade reimbursement, a $7 million increase in transmission costs and a $3 million decrease in release of restricted cash.
2019 and 2020 Financial Guidance
For the full year 2019, Pattern Energy expects annual cash available for distribution(1) in a range of $160 million to $190 million and for the full year 2020 expects annual cash available for distribution(1) in a range of $185 million to $225 million.
(1) The forward looking measures of 2019 and 2020 full year cash available for distribution (CAFD) are non-GAAP measures that cannot be reconciled to net income as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking mark-to-market changes in derivatives and proportionate share of earnings from unconsolidated investments to arrive at net income and which are subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key performance metrics, of Pattern Energy's 2018 Annual Report on Form 10-K for the period ended December 31, 2018.
Quarterly Dividend
Pattern Energy declared a dividend for the first quarter 2019, payable on April 30, 2019, to holders of record on March 29, 2019 in the amount of $0.4220 per Class A common share, which represents $1.688 on an annualized basis. The amount of the first quarter 2019 dividend is unchanged from the fourth quarter 2018 dividend.
Executive Role Transition
Effective April 1, 2019, the following changes will be made to the executive roles of three team members in order to better position the business to meet the opportunities and growth targets ahead. Mike Garland retains the role of Chief Executive Officer and, as such, is responsible for overall business strategy, growth plan and accountability to the Board. Mike Lyon will be taking over the responsibilities of President from Mike Garland. Mr. Lyon will be responsible for the overall operations of Pattern Energy and the execution of its business plan. Esben Pedersen will be appointed to the role of Chief Financial Officer of Pattern Energy and will be responsible for capital strategy, financial planning, reporting and financial operations for the business. Mr. Pedersen also serves as Chief Financial Officer of Pattern Development.
"These changes in responsibility further optimize our team's strengths and better position us to achieve our goals of growth and operational excellence," said Mike Garland, CEO of Pattern Energy. "Mike Lyon's natural leadership and knowledge of the business make his appointment to President seamless for the continued effective operations of the day-to-day business and executing our business plan. The appointment of Esben Pedersen to the role of Chief Financial Officer enables him to lead an integrated finance and accounting function for our companies. Esben has been with the Company since its founding and this role is a natural transition given he has led the structuring, administration, and treasury functions, as well as many of our capital transactions and acquisition activities. These changes allow me to dedicate more of my time to focus on strategic initiatives that will drive growth and generate sustainable value for our shareholders. These initiatives include: acquisitions, our three- to five-year business plan, the Japanese business and our access to lower cost capital. Each of us are excited about our roles and aligned in our vision to deliver for shareholders."
Acquisition Pipeline
Pattern Development (formerly referred to as Pattern Development 2.0) and Pattern Energy Group LP (formerly referred to as Pattern Development 1.0) have a pipeline of development projects totaling more than 10 gigawatts ("GW"). Pattern Energy has a ROFO on the pipeline of acquisition opportunities from these two companies. The identified ROFO list stands at 1.4 GW of total capacity and represents a portion of the pipeline of development projects, which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased, or agreed to purchase, more than 1.6 GW from Pattern Energy Group LP and Pattern Development and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW.
Below is a summary of the identified ROFO projects that Pattern Energy has the right to purchase from Pattern Development and Pattern Energy Group LP in connection with its respective purchase rights:
Capacity (MW) | ||||||||||||||
Identified | Status | Location | Construction | Commercial | Contract | Rated (3) | Pattern | |||||||
Pattern Energy Group LP | ||||||||||||||
Belle River | Operational | Ontario | 2016 | 2017 | PPA | 100 | 43 | |||||||
North Kent | Operational | Ontario | 2017 | 2018 | PPA | 100 | 35 | |||||||
Henvey Inlet | In construction | Ontario | 2017 | 2019 | PPA | 300 | 150 | |||||||
Pattern Development | ||||||||||||||
Crazy Mountain | Late stage development | Montana | 2019 | 2019 | PPA | 80 | 68 | |||||||
Grady | In construction | New Mexico | 2018 | 2019 | PPA | 220 | 188 | |||||||
Sumita | Late stage development | Japan | 2020 | 2022 | PPA | 100 | 55 | |||||||
Ishikari | Late stage development | Japan | 2020 | 2022 | PPA | 112 | 112 | |||||||
Corona Wind Project(s) | Late stage development | New Mexico | 2020 | 2021 | PPA | 400 | 340 | |||||||
1,412 | 991 | |||||||||||||
(1) | Represents year of actual or anticipated commencement of construction. |
(2) | Represents year of actual or anticipated commencement of commercial operations. |
(3) | Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of weather and other conditions, a project will not operate at its rated capacity at all times and the amount of electricity generated may be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
(4) | Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Energy Group LP's or Pattern Development's percentage ownership interest in the distributable cash flow of the project. |
Pattern Energy Group Inc. | |||||||||||||||
Consolidated Statements of Operations | |||||||||||||||
(In millions of U.S. dollars, except per share data) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three months ended | For the year ended | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenue: | |||||||||||||||
Electricity sales | $ | 110 | $ | 108 | $ | 464 | $ | 402 | |||||||
Other revenue | 3 | 2 | 19 | 9 | |||||||||||
Total revenue | 113 | 110 | 483 | 411 | |||||||||||
Cost of revenue: | |||||||||||||||
Project expense | 38 | 34 | 143 | 130 | |||||||||||
Transmission costs | 5 | 6 | 26 | 19 | |||||||||||
Depreciation, amortization and accretion | 84 | 54 | 250 | 199 | |||||||||||
Total cost of revenue | 127 | 94 | 419 | 348 | |||||||||||
Gross profit | (14) | 16 | 64 | 63 | |||||||||||
Operating expenses: | |||||||||||||||
General and administrative | 11 | 7 | 40 | 39 | |||||||||||
Related party general and administrative | 3 | 3 | 15 | 14 | |||||||||||
Impairment expense | — | — | 7 | — | |||||||||||
Total operating expenses | 14 | 10 | 62 | 53 | |||||||||||
Operating income | (28) | 6 | 2 | 10 | |||||||||||
Other income (expense): | |||||||||||||||
Interest expense | (28) | (28) | (109) | (102) | |||||||||||
Gain (loss) on derivatives | 1 | 2 | 17 | (10) | |||||||||||
Earnings in unconsolidated investments, net | (12) | 14 | 1 | 42 | |||||||||||
Early extinguishment of debt | (6) | (9) | (6) | (9) | |||||||||||
Net earnings (loss) on transactions | 71 | — | 69 | (1) | |||||||||||
Other income (expense), net | (2) | (1) | (11) | — | |||||||||||
Total other expense | 24 | (22) | (39) | (80) | |||||||||||
Net loss before income tax | (4) | (16) | (37) | (70) | |||||||||||
Income tax provision | 18 | 6 | 32 | 12 | |||||||||||
Net loss | (22) | (22) | (69) | (82) | |||||||||||
Net loss attributable to noncontrolling interests | (9) | (14) | (211) | (64) | |||||||||||
Net income (loss) attributable to Pattern Energy | $ | (13) | $ | (8) | $ | 142 | $ | (18) | |||||||
Weighted-average number of common shares outstanding | |||||||||||||||
Basic | 97,476,708 | 95,149,200 | 97,456,407 | 89,179,343 | |||||||||||
Diluted | 97,476,708 | 95,149,200 | 97,651,501 | 89,179,343 | |||||||||||
Earnings (loss) per share attributable to Pattern Energy | |||||||||||||||
Basic | $ | (0.15) | $ | (0.08) | $ | 1.45 | $ | (0.20) | |||||||
Diluted | $ | (0.15) | $ | (0.08) | $ | 1.45 | $ | (0.20) | |||||||
Adjusted EBITDA and Cash Available for Distribution Non-GAAP Reconciliations | |||||||||||||||
The following tables present reconciliations of net loss to Adjusted EBITDA and cash available for distribution, respectively, for the periods presented (in millions): | |||||||||||||||
For the three months ended | For the year ended | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net loss | $ | (22) | $ | (22) | $ | (69) | $ | (82) | |||||||
Plus: | |||||||||||||||
Interest expense, net of interest income | 28 | 28 | 107 | 101 | |||||||||||
Income tax provision | 18 | 6 | 32 | 12 | |||||||||||
Depreciation, amortization and accretion | 92 | 59 | 280 | 215 | |||||||||||
EBITDA | $ | 116 | $ | 71 | $ | 350 | $ | 246 | |||||||
Unrealized (gain) loss on derivatives | 6 | 2 | 5 | 18 | |||||||||||
Early extinguishment of debt | 6 | 9 | 6 | 9 | |||||||||||
Impairment expense | — | — | 7 | — | |||||||||||
(Gain) loss on asset sales | (71) | — | (71) | — | |||||||||||
Other | — | (1) | 2 | 6 | |||||||||||
Plus, proportionate share from unconsolidated investments: | |||||||||||||||
Interest expense, net of interest income | 9 | 10 | 38 | 39 | |||||||||||
Income tax provision (benefit) | — | — | 1 | — | |||||||||||
Depreciation, amortization and accretion | 9 | 9 | 35 | 35 | |||||||||||
(Gain) loss on derivatives | 6 | — | (1) | (9) | |||||||||||
Adjusted EBITDA | $ | 81 | $ | 100 | $ | 372 | $ | 344 | |||||||
Plus: | |||||||||||||||
Distributions from unconsolidated investments | 10 | 13 | 58 | 67 | |||||||||||
Network upgrade reimbursement | — | — | 1 | 9 | |||||||||||
Release of restricted cash | — | 7 | 4 | 7 | |||||||||||
Stock-based compensation | 1 | 1 | 5 | 5 | |||||||||||
Pay-go contribution | 4 | — | 4 | — | |||||||||||
Other | 4 | (3) | 1 | (5) | |||||||||||
Less: | |||||||||||||||
Unconsolidated investment earnings and proportionate shares for EBITDA | (15) | (36) | (85) | (118) | |||||||||||
Interest expense, less non-cash items and interest income | (25) | (23) | (99) | (91) | |||||||||||
Income taxes | (4) | — | (4) | — | |||||||||||
Non-expansionary capital expenditures | — | — | — | (1) | |||||||||||
Distributions to noncontrolling interests | (9) | (7) | (38) | (20) | |||||||||||
Principal payments paid from operating cash flows | (12) | (10) | (52) | (51) | |||||||||||
Cash available for distribution | $ | 35 | $ | 42 | $ | 167 | $ | 146 | |||||||
Weighted-average number of common shares outstanding | |||||||||||||||
Basic | 97,476,708 | 95,149,200 | 97,456,407 | 89,179,343 | |||||||||||
Cash available for distribution per share | |||||||||||||||
Basic | $ | 0.36 | $ | 0.44 | $ | 1.71 | $ | 1.64 | |||||||
Pattern Energy Group Inc. | |||||||
Consolidated Balance Sheets | |||||||
(In millions of U.S. Dollars, except share data) | |||||||
December 31, | |||||||
2018 | 2017 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 101 | $ | 117 | |||
Restricted cash | 4 | 9 | |||||
Counterparty collateral | 6 | 30 | |||||
Trade receivables | 50 | 55 | |||||
Derivative assets, current | 14 | 19 | |||||
Prepaid expenses | 18 | 18 | |||||
Deferred financing costs, current, net of accumulated amortization of $3 and $3 as of December 31, 2018 and December 31, 2017, respectively | 2 | 1 | |||||
Other current assets | 16 | 21 | |||||
Total current assets | 211 | 270 | |||||
Restricted cash | 18 | 12 | |||||
Major construction advances | 84 | — | |||||
Construction in progress | 259 | — | |||||
Property, plant and equipment, net | 4,119 | 3,965 | |||||
Unconsolidated investments | 270 | 311 | |||||
Derivative assets | 9 | 10 | |||||
Deferred financing costs | 8 | 8 | |||||
Net deferred tax assets | 5 | 6 | |||||
Intangible assets, net | 219 | 136 | |||||
Goodwill | 58 | — | |||||
Other assets | 34 | 24 | |||||
Total assets | $ | 5,294 | $ | 4,742 | |||
Pattern Energy Group Inc. | |||||||
Consolidated Balance Sheets | |||||||
(In millions of U.S. Dollars, except share data) | |||||||
December 31, | |||||||
2018 | 2017 | ||||||
Liabilities and equity | |||||||
Current liabilities: | |||||||
Accounts payable and other accrued liabilities | $ | 67 | $ | 54 | |||
Accrued construction costs | 27 | 1 | |||||
Counterparty collateral liability | 6 | 30 | |||||
Accrued interest | 14 | 17 | |||||
Dividends payable | 42 | 41 | |||||
Derivative liabilities, current | 2 | 8 | |||||
Revolving credit facility, current | 198 | — | |||||
Current portion of long-term debt, net | 56 | 52 | |||||
Contingent liabilities, current | 31 | 3 | |||||
Asset retirement obligations, current | 24 | — | |||||
Other current liabilities | 11 | 12 | |||||
Total current liabilities | 478 | 218 | |||||
Revolving credit facility | 25 | — | |||||
Long-term debt, net | 2,004 | 1,879 | |||||
Derivative liabilities | 31 | 21 | |||||
Net deferred tax liabilities | 117 | 56 | |||||
Intangible liabilities, net | 56 | 51 | |||||
Contingent liabilities | 142 | 62 | |||||
Asset retirement obligations | 185 | 57 | |||||
Other long-term liabilities | 71 | 50 | |||||
Advanced lease revenue | 26 | — | |||||
Total liabilities | 3,135 | 2,394 | |||||
Commitments and contingencies | |||||||
Equity: | |||||||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 98,051,629 and 97,860,048 shares outstanding as of December 31, 2018 and December 31, 2017, respectively | 1 | 1 | |||||
Additional paid-in capital | 1,130 | 1,235 | |||||
Accumulated loss | (27) | (112) | |||||
Accumulated other comprehensive loss | (52) | (26) | |||||
Treasury stock, at cost; 223,040 and 157,812 shares of Class A common stock as of December 31, 2018 and December 31, 2017, respectively | (5) | (4) | |||||
Total equity before noncontrolling interests | 1,047 | 1,094 | |||||
Noncontrolling interests | 1,112 | 1,254 | |||||
Total equity | 2,159 | 2,348 | |||||
Total liabilities and equity | $ | 5,294 | $ | 4,742 | |||
Pattern Energy Group Inc. | ||||||||
Consolidated Statements of Cash Flows | ||||||||
(In millions of U.S. dollars) | ||||||||
For the year ended | ||||||||
2018 | 2017 | |||||||
Operating activities | ||||||||
Net loss | $ | (69) | $ | (82) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation, amortization and accretion | 280 | 215 | ||||||
Impairment expense | 7 | — | ||||||
Loss on derivatives | 4 | 16 | ||||||
Stock-based compensation | 5 | 5 | ||||||
Deferred taxes | 16 | 15 | ||||||
Earnings in unconsolidated investments, net | (1) | (41) | ||||||
Distribution from unconsolidated investments | 48 | 54 | ||||||
Gain on transactions | (71) | — | ||||||
Early extinguishment of debt | 6 | 9 | ||||||
Other reconciling items | 1 | (5) | ||||||
Changes in operating assets and liabilities: | ||||||||
Counterparty collateral asset | 24 | 14 | ||||||
Trade receivables | 1 | (10) | ||||||
Other current assets | 15 | (14) | ||||||
Other assets (non-current) | (6) | 2 | ||||||
Accounts payable and other accrued liabilities | 3 | 18 | ||||||
Counterparty collateral liability | (24) | (14) | ||||||
Advanced lease revenue | 34 | — | ||||||
Other current liabilities | 26 | 15 | ||||||
Other long-term liabilities | (20) | 21 | ||||||
Net cash provided by operating activities | 279 | 218 | ||||||
Investing activities | ||||||||
Cash paid for acquisitions and investments, net of cash and restricted cash acquired | (415) | (297) | ||||||
Proceeds from sale of investments, net of cash and restricted cash distributed | 214 | — | ||||||
Capital expenditures | (181) | (44) | ||||||
Distribution from unconsolidated investments | 10 | 13 | ||||||
Other assets | (1) | 8 | ||||||
Net cash used in investing activities | (373) | (320) | ||||||
Pattern Energy Group Inc. | ||||||||
Consolidated Statements of Cash Flows | ||||||||
(In millions of U.S. dollars) | ||||||||
For the year ended | ||||||||
2018 | 2017 | |||||||
Financing activities | ||||||||
Proceeds from public offering, net of issuance costs | $ | — | $ | 237 | ||||
Dividends paid | (165) | (145) | ||||||
Capital contributions - noncontrolling interests | 98 | — | ||||||
Capital distributions - noncontrolling interests | (38) | (20) | ||||||
Payment for financing fees | (9) | (16) | ||||||
Proceeds from short-term debt | 562 | 333 | ||||||
Repayment of short-term debt | (402) | (513) | ||||||
Proceeds from long-term debt and other | 226 | 694 | ||||||
Repayment of long-term debt and other | (186) | (483) | ||||||
Proceeds (payments) for termination of designated derivatives | 1 | (14) | ||||||
Disposition of controlling interest, net | — | 58 | ||||||
Other financing activities | (4) | (6) | ||||||
Net cash provided by (used in) financing activities | 83 | 125 | ||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4) | 6 | ||||||
Net change in cash, cash equivalents and restricted cash | (15) | 29 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 138 | 109 | ||||||
Cash, cash equivalents and restricted cash at end of period | $ | 123 | $ | 138 | ||||
Supplemental disclosures | ||||||||
Cash payments for income taxes | $ | 2 | $ | — | ||||
Cash payments for interest expense | $ | 97 | $ | 86 | ||||
Schedule of non-cash activities | ||||||||
Change in property, plant and equipment | $ | 224 | $ | 2 | ||||
Change in additional paid-in capital | $ | — | $ | (2) | ||||
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time on Friday, March 1, 2019. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 7877796. The replay recording will be available until 11:59 p.m. Eastern Time, March 22, 2019.
A live webcast of the conference call with a presentation that accompanies the call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 renewable energy projects with an operating capacity that totals approximately 4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the plan for CAFD growth through 2020 without the requirement for new common equity, the CAFD per share CAGR through 2020, the ability to achieve an 80% payout ratio, the ability of Japan and the investment in Pattern Development will contribute to material growth, the ability to manage the impact of the Gulf Wind hedge rolling off and continued congestion in ERCOT, the ability to achieve 2019 and 2020 CAFD guidance, the ability of the changes in executive roles to better position the business to achieve its goals for 2019 and beyond, and the ability of the Company to acquire identified ROFO projects. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts: | |||
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 | ||
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SOURCE Pattern Energy Group Inc.
Article Date
3/1/2019Pattern Energy to Host 2018 Fourth Quarter and Year End Results Conference Call
Source: PR Newswire
SAN FRANCISCO, Feb. 15, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its fourth quarter 2018 financial results by press release on Friday, March 1, 2019, prior to market open. The Company will subsequently hold a conference call that same day, Friday, March 1, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
Conference Call Details | |
DATE: | Friday, March 1, 2019 |
TIME: | 10:30 am ET |
DIAL-IN NUMBER: | (888) 231-8191 or (647) 427-7450 |
TAPED REPLAY: | (855) 859-2056 or (416) 849-0833 |
REFERENCE NUMBER: | 7877796 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities with a total owned interest of 2,806 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts: | |
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
2/15/2019Pattern Energy Completes Sale of K2 Wind Facility
Source: PR Newswire
SAN FRANCISCO, Jan. 9, 2019 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced it completed the sale of the Company's 90 megawatt ("MW") minority owned interest in the K2 Wind power facility ("K2") in Ontario for a purchase price of CAD$216.0 (US$160.0 million1), to a consortium of investors led by Axium Infrastructure. The transaction closed on December 31, 2018.
"The sale of K2 at a 15.0x ten-year average CAFD multiple2 demonstrates the intrinsic value of our wind power assets and highlights our ability to selectively recycle assets in order to redeploy capital into more accretive opportunities," said Mike Garland, CEO of Pattern Energy. "We have now sold two assets, El Arrayán and K2, at significant premiums to the multiple at which we trade in the markets. We will continue as operator of K2 after the sale. Pattern Energy is the largest operator of wind power facilities in Canada with more than 1,500 MW under operation across the country."
Pattern Energy will record a pretax gain of approximately US$71.0 million on the sale.
K2 is a 270 MW wind power facility located in the Township of Ashfield-Colborne-Wawanosh.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities with a total owned interest of 2,806 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
1) | Based on a CAD to USD exchange rate of $1.35. |
2) | This forward looking measure of ten-year average annual purchase price multiple of cash available for distribution (CAFD) from the K2 project is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2018 Quarterly Report on Form 10-Q for the period ended September 30, 2018. |
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the gain amount Pattern Energy expects from the sale, the ten-year average CAFD multiple represented by the purchase price, and the ability to recycle assets and redeploy capital into more accretive opportunities. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
1/9/201912/31/2018 - Pattern Energy Announces Changes to Board of Directors with Appointments of Two New Independent Directors
Pattern Energy Announces Changes to Board of Directors with Appointments of Two New Independent Directors
Source: PR Newswire
SAN FRANCISCO, Dec. 31, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced changes to its Board of Directors with the appointment of two new independent directors and the resignation of an existing member.
Highlights
"Mona Sutphen and Richard Goodman are great additions to our Board of Directors. They each bring skill sets and experiences that complement our existing members and will significantly contribute to the Board's deliberations. Mona and Richard each share our perspective of the important role renewable energy will play in our environment and how we power our future," said Alan Batkin, Chair of the Board of Directors of Pattern Energy. "On behalf of the entire company, I would like to thank Patricia Bellinger for her commitment to Pattern Energy. Patti's insight, experience and thoughtfulness that she brought to the Board were extremely helpful in our first years as a public company – she will be missed as we move ahead, helping transition the world to renewable energy."
Ms. Sutphen has more than 20 years of experience advising multinational corporate, philanthropic and institutional investors on the intersection of geopolitics, policy and markets. Most recently, she was a Partner at Macro Advisory Partners ("MAP"), where she led the firm's U.S. practice providing strategic advice in the areas of financial markets, geopolitics, policy and risk management. Prior to joining MAP, Ms. Sutphen was Managing Director at UBS AG, where she developed new tools for political risk evaluation impacting capital markets. From 2009-2011, she served as White House Deputy Chief of Staff for Policy for President Obama, advancing the Administration's policy and regulatory agenda. She was appointed to the President's Intelligence Advisory Board by President Obama and is a lifetime member of the Council on Foreign Relations. Ms. Sutphen is an Independent Director of Pioneer Natural Resources and serves on the Boards of the International Rescue Committee and Human Rights First, as well as on the advisory board of the Center for Global Energy Policy at Columbia University.
Mr. Goodman has more than 30 years of financial management experience in senior roles. Mr. Goodman was PepsiCo's Chief Financial Officer from 2006 to 2010, after which he was Executive Vice President, Global Operations through 2011. Prior to these roles, Mr. Goodman served in a financial management capacity at several PepsiCo divisions, including as Senior Vice President and Chief Financial Officer of PepsiCo International, Senior Vice President and Chief Financial Officer of PepsiCo Beverages International and as Vice President and General Auditor of PepsiCo. Prior to joining PepsiCo in 1992, Mr. Goodman was with W.R. Grace & Co. in a variety of senior financial positions. Mr. Goodman currently serves as a Director of Adient plc and The Western Union Company, and privately-held Toys 'R' Us, Inc. Mr. Goodman previously served as a Director of Johnson Controls, Inc. and Kindred Healthcare Inc.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities, which excludes the one facility it has agreed to sell, with a total owned interest of 2,806 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the deliberations of the Board of Directors. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
Contacts: | |
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
12/31/201811/26/2018 - Pattern Energy Acquires Interest in Stillwater Wind Facility in Montana as it Begins Operations
Pattern Energy Acquires Interest in Stillwater Wind Facility in Montana as it Begins Operations
Source: PR Newswire
SAN FRANCISCO, Nov. 26, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced the acquisition of a 35 megawatt ("MW") owned interest in the Stillwater Wind ("Stillwater") facility from Pattern Energy Group 2 LP ("Pattern Development 2.0"). Stillwater commenced commercial operations in late October and is located in Stillwater County, Montana.
Transaction Highlights
Pattern Energy acquired 51% of the class B interests in Stillwater for a total cash consideration of approximately $23 million, which represents a CAFD multiple of less than 10x of the five-year average CAFD1, and was funded using available liquidity. The Public Sector Pension Investment Board ("PSP Investments") acquired 49% of the class B interests in Stillwater. Pattern Energy will operate the facility.
"This accretive acquisition is another proof point of our ability to execute our growth strategy and increase our CAFD without relying on issuing common equity," said Mike Garland, CEO of Pattern Energy. "Stillwater is the first of two projects from our iROFO list in Montana, a robust wind resource region, and the fourth project we have executed under the joint venture arrangements with PSP Investments. It is also the first acquisition we have made directly from Pattern Development 2.0, providing meaningful benefits to the business through our 29% ownership interest in Pattern Development 2.0."
Stillwater has a 25-year power purchase agreement for 100% of the energy produced. Stillwater is utilizing a total of 31 Siemens Gamesa wind turbines comprised of five 2.3 MW turbines with 108 meter rotors and 26 2.625 MW turbines with 120 meter rotors. During each year of operations, the 80 MW facility will generate energy equal to the needs of more than 23,000 Montana homes.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities, which excludes the one facility it has agreed to sell, with a total owned interest of 2,806 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the five-year average CAFD multiple represented by the purchase price, and the number of Montana homes the energy generated by Stillwater can supply. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
1) | This forward looking measure of five-year average annual purchase price multiple of cash available for distribution (CAFD) contribution from the Stillwater project is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2018 Quarterly Report on Form 10-Q for the period ended September 30, 2018. |
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SOURCE Pattern Energy Group Inc.
Article Date
11/26/201811/19/2018 - Pattern Development Completes Construction and Begins Operation at Stillwater Wind Facility in Montana
Pattern Development Completes Construction and Begins Operation at Stillwater Wind Facility in Montana
Source: PR Newswire
SAN FRANCISCO, Nov. 19, 2018 /PRNewswire/ -- Montana has a new wind power facility. Pattern Energy Group 2 LP ("Pattern Development") today announced it has completed construction and begun operations at its 79.75 megawatt (MW) Stillwater Wind facility located in Stillwater County, Montana.
"Montana has one of the strongest wind resources in the U.S. and arguably the greatest opportunity for wind development among any state in the West," said Governor Steve Bullock. "I'm pleased to see Pattern Development harnessing the power of Montana wind, particularly as we look to determine Montana's own energy future through the development of further clean energy projects, good-paying jobs, and revenue that supports our rural communities."
"Our first wind power facility in Montana is now generating numerous benefits for the state, including strong jobs and millions of dollars in tax revenue, while producing enough clean energy to power 23,000 homes each year without any emissions," said Mike Garland, CEO of Pattern Development. "We're working on our second wind project in Montana and we look forward to creating more jobs and economic benefits from the state's vast natural wind resources."
"Wind turbine technician is one of the fastest growing jobs in America today. Wind farms like Stillwater Wind are a source for long-term, stable jobs, tied to their 25 to 35-year life," said Jeff Fox, Montana Policy Manager at Renewable Northwest. "Pattern Development is helping to create these good paying, long-term jobs in Montana's rural communities."
"Both Stillwater and Sweet Grass Counties are thankful to have Pattern Development doing business in our communities," said Stillwater County Commissioner Mark Crago. "It is clear that the team at Pattern Development strives to be involved locally and truly cares about the community. When our local school was forced to close, they stepped up and donated $100,000 to Reed Point Schools, demonstrating their commitment to our community."
Stillwater Wind has a 25-year Power Purchase Agreement for 100% of the energy produced. The facility interconnects to the local transmission provider's 230-kV transmission line via a newly constructed 230-kV switching station.
Stillwater Wind is utilizing a total of 31 Siemens Gamesa wind turbines comprised of five 2.3 MW turbines with 108 meter rotors and 26 2.625 MW turbines with 120 meter rotors. During each year of operations, the 79.75 MW facility will generate energy equal to the needs of more than 23,000 Montana homes.
Construction of the project created approximately 80 jobs within the local and regional communities and will employ approximately six full-time personnel during operations. The two construction contractors responsible for construction of the Stillwater Wind project, Dick Anderson Construction and EPC Services Company, are both headquartered in Montana.
Over the first 25 years of the facility's operational life it is expected to produce more than $18 million in tax revenue. The local county will also receive impact fee payments over the first three years, in addition to royalty payments to participating landowners.
Affiliate company Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy") has previously added Stillwater Wind to its list of identified Right of First Offer (iROFO) projects.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly-experienced team has developed, financed and placed into operation more than 4,500 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Mexico City, and Tokyo. For more information, visit www.patterndev.com.
Contact:
Matt Dallas
Pattern Development
917-363-1333
matt.dallas@patternenergy.com
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SOURCE Pattern Energy Group LP
Article Date
11/19/2018Pattern Energy Enters Agreement to Sell K2 Wind Facility
Source: PR Newswire
SAN FRANCISCO, Nov. 7, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced it has entered into an agreement for the sale of the Company's 90 megawatt ("MW") minority owned interest in the K2 Wind power facility ("K2") in Ontario for a purchase price of CAD$216.0 (US$166.0 million1), to a consortium of investors led by Axium Infrastructure (the "Axium Consortium").
Highlights:
"K2 was a good candidate for recycling given our minority interest. The sale demonstrates the confidence of Canadian investors in the Ontario market. The proceeds provide us an opportunity to redeploy capital into more accretive opportunities – improving our CAFD without issuing common equity," said Mike Garland, CEO of Pattern Energy. "We have now sold two assets, El Arrayán and K2, at significant premiums to the multiple at which we trade in the markets."
Pattern Energy expects to record a pretax gain in the range of approximately US$65.0 million to US$69.0 million on the sale, subject to fourth quarter results. Pattern Energy is also entitled to receive the cash flows from the facility through the end of calendar 2018.
K2 is a 270 MW wind power facility located in the Township of Ashfield-Colborne-Wawanosh and commenced commercial operations in June 2015. The facility is a joint venture between Pattern Energy, an Axium-led consortium and Capital Power Corporation. Capital Power Corporation has also agreed to sell its interest in the facility to the Axium Consortium under the same agreement.
The Company intends to use the net proceeds from the sale for general corporate purposes, which may include: funding investments, acquisitions or the repayment of indebtedness.
The transaction is expected to close on, or around, December 31, 2018, subject to customary closing conditions.
1) | Based on a CAD to USD exchange rate of $1.30. |
2) | This forward looking measure of ten-year average annual purchase price multiple of cash available for distribution (CAFD) contribution from the K2 project is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2018 Quarterly Report on Form 10-Q for the period ended September 30, 2018. |
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 23 wind and solar power facilities, which excludes the one facility it has agreed to sell, with a total owned interest of 2,771 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the gain amount Pattern Energy expects from the sale, the ten-year average CAFD multiple represented by the purchase price, the ability to recycle assets and redeploy capital into more accretive opportunities and improve CAFD without issuing common equity, the ability for Pattern Energy to diversify its portfolio, the use of proceeds from the sale, and the expected closing date of the transaction. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
11/7/2018Pattern Energy to Host 2018 Third Quarter Results Conference Call
Source: PR Newswire
SAN FRANCISCO, Oct. 25, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its third quarter 2018 financial results by press release on Monday, November 5, 2018, prior to market open. The Company will subsequently hold a conference call that same day, Monday, November 5, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
Conference Call Details | |
DATE: | Monday, November 5, 2018 |
TIME: | 10:30 am ET |
DIAL-IN NUMBER: | (888) 231-8191 or (647) 427-7450 |
TAPED REPLAY: | (855) 859-2056 or (416) 849-0833 |
REFERENCE NUMBER: | 4369558 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities, including one project it has agreed to acquire and one project it has agreed to sell, with a total owned interest of 2,861 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts: | |
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
10/25/2018Pattern Energy Celebrates Five-year Anniversary of Initial Public Offering
Source: PR Newswire
SAN FRANCISCO, Oct. 17, 2018 /PRNewswire/ -- Five years ago, Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") completed its initial public offering ("IPO") on the NASDAQ and Toronto Stock Exchange. Since the IPO, Pattern Energy has grown to 24 wind and solar power facilities around the world, with total operational capacity of 3,866 megawatts ("MW"), and is now the largest wind power operator in Canada.
Highlights
"Five years ago we completed the first U.S. listing of a wind power company and since then we have grown significantly, increasing our operational capacity to nearly 4 GW, from a standing start since inception in 2009," said Mike Garland, CEO of Pattern Energy. "The renewable energy landscape has evolved significantly since that time and it looks stronger than ever – the cost of wind power is now more affordable, installed capacity is going up, and America's leading corporations are increasingly powering their businesses with clean energy. We have built a 29% ownership stake in Pattern Development 2.0, which provides us with secure access to a 10 GW development pipeline and puts us in an excellent position to continue growing our operational capacity by 500-1,000 MW of owned assets each year."
Pattern Energy has a strong commitment to Environmental, Social and Governance (ESG) practices. The Company's portfolio has the capacity to power more than one million homes annually, while avoiding approximately 12 metric tons of carbon dioxide emissions and conserving seven billion gallons of water compared to traditional energy sources. A new Sustainability web page, in the Invest section of the Company's website, provides further detail on its ESG practices.
The Company remains committed to the communities where it develops and operates its renewable energy projects. Pattern Energy's wind and solar power facilities are projected to contribute more than $1 billion in total benefits to their respective communities over the next 20 years, including landowner payments, taxes, and community benefits programs.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities with a total owned interest of 2,861 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability of the ownership in development to contribute to the growth going forward, the ability to grow operational capacity by 500-1000 MW of owned assets each year, and the contribution the Company's facilities will make to their respective communities. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Media Relations Matt Dallas 917-363-1333 | Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
10/17/20188/14/2018 - Pattern Energy and PSP Investments Acquire 147 MW Mont Sainte-Marguerite Wind Facility in Québec
Pattern Energy and PSP Investments Acquire 147 MW Mont Sainte-Marguerite Wind Facility in Québec
Source: PR Newswire
MONTREAL, Aug. 14, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") and the Public Sector Pension Investment Board ("PSP Investments") today announced the acquisition of the 147 megawatt (MW) Mont Sainte-Marguerite Wind power facility from Pattern Energy Group LP ("Pattern Development 1.0"). Mont Sainte-Marguerite Wind is located approximately 50 kilometers south of Québec City, in the Chaudière-Appalaches region.
Mont Sainte-Marguerite Wind is fully operational and has been jointly acquired pursuant to a prior-agreed purchase-and-sale agreement. Pattern Energy acquired a 51% interest in Mont Sainte-Marguerite for a total investment of approximately US$40 million, which represents a CAFD multiple of 10x of the five-year average CAFD1, and was funded using available liquidity. PSP Investments acquired a 49% interest in Mont Sainte-Marguerite. Pattern Energy will operate the facility.
"Mont Sainte-Marguerite Wind is an ideal investment from any angle, including everything from its long-term potential, to its locally sourced construction and positive local impact," said Patrick Samson, Managing Director and Head of Infrastructure Investments, PSP Investments. "We are proud to once again partner with Pattern Energy, to support its continued growth and its ability to increasingly provide renewable energy to clients throughout the world."
"This is our first wind power facility in Québec and our third project under the joint venture agreement with PSP Investments, underscoring the strategic value of our partnership," said Mike Garland, CEO of Pattern Energy. "With strong CAFD contributions and a 25-year PPA, Mont Sainte-Marguerite is a fantastic addition to our growing portfolio that expands our Canadian footprint and further diversifies our portfolio. We now have a total of seven operational wind facilities across Canada with a total capacity to power more than 450,000 Canadian homes each year."
The Mont Sainte-Marguerite Wind facility operates under a 25-year power purchase agreement (PPA) with Hydro-Québec Distribution. Mont Sainte-Marguerite Wind facility is expected to generate enough power for approximately 28,000 Québec homes annually, according to power use statistics from Hydro-Québec. The facility site, located on one of the higher elevations in Southern Québec, has one of the strongest wind resources in the region.
The facility is utilizing 46 Siemens Gamesa 3.2 MW direct drive wind turbines with components made in Canada, including the turbine hubs and towers, which were built in Québec, leveraging the highly-skilled labor force and manufacturing facilities in the province. The turbine hubs were provided by Québec-based Group FabDelta. The turbine blades were manufactured in Ontario and the towers were manufactured by Marmen at the company's facility in Matane, Québec.
More than 350 skilled workers were employed on site at the peak of construction activity and Mont Sainte-Marguerite Wind has approximately 10 permanent employees for ongoing operations and maintenance, in addition to utilizing a number of local contractors.
Mont Sainte-Marguerite Wind is bringing strong economic benefits to the local community, including more than $775,000 annually to our community partners, the municipalities of Sacré-Coeur-de-Jésus, Saint-Sylvestre and Saint-Séverin, which are stakeholders in the facility and were active participants in its development.
About PSP Investments
The Public Sector Pension Investment Board (PSP Investments) is one of Canada's largest pension investment managers with $153 billion of net assets as of March 31, 2018. It manages a diversified global portfolio composed of investments in public financial markets, private equity, real estate, infrastructure, natural resources and private debt. Established in 1999, PSP Investments manages net contributions to the pension funds of the federal Public Service, the Canadian Forces, the Royal Canadian Mounted Police and the Reserve Force. Headquartered in Ottawa, PSP Investments has its principal business office in Montréal and offices in New York and London. For more information, visit investpsp.com or follow us on Twitter and LinkedIn.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities, including one project it has agreed to sell, with a total owned interest of 2,861 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the five-year average annual purchase price multiple of cash available for distribution contribution from Mont-Sainte-Marguerite Wind, the long-term potential of such wind facility and local impact, the number of homes the Company's operational wind facilities in Canada have the capacity to power, the ability to execute additional wind facilities on the identified ROFO list, the economic benefits the wind facility will bring to community partners, and the number of homes in Quebec the facility can power. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
|
1) |
This forward looking measure of five-year average annual purchase price multiple of cash available for distribution (CAFD) contribution from the Mont Sainte-Marguerite Wind facility is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found on page 62 of Pattern Energy's 2017 Annual Report on Form 10-K. |
Contacts:
Matt Dallas
Pattern Energy
917-363-1333
matt.dallas@patternenergy.com
Verena Garofalo
PSP Investments
514-218-3795
media@investpsp.com
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-and-psp-investments-acquire-147-mw-mont-sainte-marguerite-wind-facility-in-quebec-300696511.html
SOURCE Pattern Energy Group Inc.
Article Date
8/14/2018Pattern Energy Reports Second Quarter 2018 Financial Results
Source: PR Newswire
- Declares dividend of $0.4220 per Class A common share for third quarter 2018 -
SAN FRANCISCO, Aug. 9, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 second quarter.
Highlights
(Comparisons made between fiscal Q2 2018 and fiscal Q2 2017 results, unless otherwise noted)
"It was a great quarter with CAFD up 19%, as production was solid and our disciplined cost management initiatives delivering results. We are on track to achieve our targeted CAFD(1) for the year," said Mike Garland, President and CEO of Pattern Energy. "At 29% ownership of Pattern Development 2.0, we will have achieved our target ownership level in the development business which we believe will provide meaningful value to shareholders. Our identified ROFO ("right of first offer") list with Pattern Development 2.0 has grown by four new projects since our original investment in June of last year. We anticipate the first realized development transaction gains by the end of 2018 or early 2019, and returns from those gains will be retained and reinvested in the development business. Developing, owning and operating one of the very best portfolios in the renewables market can be challenging, but we are in a great position to generate long-term value in this exciting market."
(1) The forward looking measure of 2018 full year cash available for distribution (CAFD) is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2018 Quarterly Report on Form 10-Q for the period ended June 30, 2018.
Financial and Operating Results
Pattern Energy sold 2,262,811 megawatt hours ("MWh") of electricity on a proportional basis in the second quarter of 2018 compared to 2,111,627 MWh sold in the same period last year. Pattern Energy sold 4,398,526 MWh of electricity on a proportional basis for the six months ended June 30, 2018 ("YTD 2018") compared to 4,135,510 MWh sold in the same period last year. The 7% increase in the quarterly period was primarily due to volume increases as a result of acquisitions in 2017 and 2018 and favorable wind compared to last year, partially offset by curtailment at the Santa Isabel project. Production for the quarter was 2% below the long-term average forecast for the period.
Net cash provided by operating activities was $95.7 million for the second quarter of 2018 compared to $113.4 million for the same period last year. Net cash provided by operating activities was $123.5 million for YTD 2018 as compared to $157.2 million for the same period last year. The decrease in the quarterly period of $17.7 million was primarily due to $2.9 million in increased transmission costs due to acquisitions in 2017, increased interest payments of $3.6 million, and increased payments of $43.1 million in payable, accrued and current liabilities, due primarily to the timing of payments. The decrease to net cash provided by operating activities was partially offset by a $32.9 million increase in revenue (excluding unrealized loss on energy derivative and amortization of power purchase agreements ("PPAs")).
Cash available for distribution was $58.7 million for the second quarter of 2018, compared to $49.2 million for the same period last year. Cash available for distribution was $101.7 million for YTD 2018 compared to $94.4 million for the same period in the prior year. The $9.4 million, or 19.1% increase in the quarterly period was primarily due to a $32.9 million increase in revenues (excluding the unrealized loss on the energy derivative and amortization of PPAs) due to acquisitions in 2017 and early 2018 and a $4.4 million increase in total distributions from unconsolidated investments. The improvement was partially offset by a $8.0 million decrease in network upgrade reimbursement, a $5.6 million increase in distributions to noncontrolling interests, a $3.6 million increase in interest expense (excluding amortization of financing costs and debt discount/premium), a $2.9 million increase in transmission costs, a $2.7 million decrease in other and a $1.9 million increase in principal payments of project-level debt.
Net loss was $1.8 million in the second quarter of 2018, compared to a net loss of $14.7 million for the same period last year. Net loss was $14.4 million for YTD 2018 compared to $12.1 million in the same period last year. The improvement of $12.9 million in the quarterly period was primarily attributable to a $32.2 million increase in revenues due to acquisitions in 2017 and 2018, and a $2.7 million decrease in general and administrative expenses. These improvements were partially offset by increases of $9.6 million in cost of revenues due to the acquisitions in 2017 and 2018, a $4.2 million increase in impairment loss related to Chile assets held for sale, and a $8.1 million increase in other expense primarily related to decreased earnings from unconsolidated investments.
Adjusted EBITDA was $108.4 million for the second quarter of 2018 compared to $91.9 million for the same period last year. Adjusted EBITDA was $212.6 million for YTD 2018 compared to $190.1 million for the same period last year. The $16.5 million increase in the quarterly period was primarily due to a $32.9 million increase in revenue (excluding unrealized loss on energy derivative and amortization of PPAs) primarily attributable to volume increases as a result of the 2017 and 2018 acquisitions and favorable wind compared to last year, partially offset by curtailment at the Santa Isabel project and a $2.7 million decrease in general and administrative expenses primarily due to lower audit and consulting fees in 2018 compared to 2017. The increase was partially offset by a $17.2 million decrease in earnings from unconsolidated investments, a $2.9 million increase in transmission costs, and a $1.2 million increase in net loss on transactions, primarily related to the Chile assets held for sale.
2018 Financial Guidance
Pattern Energy is re-confirming its targeted annual cash available for distribution(2) for 2018 within a range of $151 million to $181 million, representing an increase of 14% compared to cash available for distribution in 2017.
(2) The forward looking measure of 2018 full year cash available for distribution (CAFD) is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2018 Quarterly Report on Form 10-Q for the period ended June 30, 2018.
Quarterly Dividend
Pattern Energy declared a dividend for the third quarter 2018, payable on October 31, 2018, to holders of record on September 28, 2018 in the amount of $0.4220 per Class A common share, which represents $1.688 on an annualized basis. The amount of the third quarter 2018 dividend is unchanged from the second quarter 2018 dividend.
Acquisition Pipeline
Pattern Development 1.0 and Pattern Development 2.0 (together, the "Pattern Development Companies") have a pipeline of development projects totaling more than 10 GW. Pattern Energy has a ROFO on the pipeline of acquisition opportunities from the Pattern Development Companies. The identified ROFO list stands at 706 MW of potential owned capacity and represents a portion of the pipeline of development projects of the Pattern Development Companies, which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased, or agreed to purchase, 1,564 MW from Pattern Development 1.0 and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW.
Below is a summary of the identified ROFO projects that Pattern Energy has the right to purchase from the Pattern Development Companies in connection with its respective purchase rights:
|
Capacity (MW) | ||||||||||||||
|
Identified ROFO Projects |
Status |
Location |
Construction Start (1) |
Commercial Operations (2) |
Contract Type |
Rated (3) |
Pattern Development- Owned (4) | |||||||
|
Pattern Development 1.0 Projects |
||||||||||||||
|
Belle River |
Operational |
Ontario |
2016 |
2017 |
PPA |
100 |
43 | |||||||
|
North Kent |
Operational |
Ontario |
2017 |
2018 |
PPA |
100 |
35 | |||||||
|
Henvey Inlet |
In construction |
Ontario |
2017 |
2019 |
PPA |
300 |
150 | |||||||
|
Pattern Development 2.0 Projects |
||||||||||||||
|
Stillwater Big Sky |
In construction |
Montana |
2017 |
2018 |
PPA |
79 |
67 | |||||||
|
Crazy Mountain |
Late stage development |
Montana |
2019 |
2019 |
PPA |
80 |
68 | |||||||
|
Grady |
In construction |
New Mexico |
2018 |
2019 |
PPA |
220 |
188 | |||||||
|
Sumita |
Late stage development |
Japan |
2019 |
2021 |
PPA |
100 |
55 | |||||||
|
Ishikari |
Late stage development |
Japan |
2019 |
2022 |
PPA |
100 |
100 | |||||||
|
1,079 |
706 | |||||||||||||
|
(1) |
Represents year of actual or anticipated commencement of construction. |
|
(2) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(3) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of weather and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
|
(4) |
Pattern Development-Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development 1.0's or Pattern Development 2.0's percentage ownership interest in the distributable cash flow of the project. |
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net loss to Adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three months ended June 30, |
Six months ended June 30, | ||||||||||||||
|
2018 |
2017 |
2018 |
2017 | ||||||||||||
|
Net cash provided by operating activities(1) |
$ |
95,720 |
$ |
113,431 |
$ |
123,544 |
$ |
157,183 |
|||||||
|
Changes in operating assets and liabilities |
(10,079) |
(61,379) |
18,497 |
(47,956) |
|||||||||||
|
Network upgrade reimbursement |
294 |
8,273 |
576 |
8,590 |
|||||||||||
|
Release of restricted cash |
— |
— |
2,488 |
— |
|||||||||||
|
Operations and maintenance capital expenditures |
(10) |
(117) |
(271) |
(263) |
|||||||||||
|
Distributions from unconsolidated investments(2) |
(1,948) |
4,185 |
4,333 |
8,390 |
|||||||||||
|
Other |
2,147 |
4,808 |
3,007 |
1,376 |
|||||||||||
|
Less: |
|||||||||||||||
|
Distributions to noncontrolling interests |
(12,088) |
(6,517) |
(21,275) |
(9,164) |
|||||||||||
|
Principal payments paid from operating cash flows |
(15,374) |
(13,445) |
(29,177) |
(23,771) |
|||||||||||
|
Cash available for distribution |
$ |
58,662 |
$ |
49,239 |
$ |
101,722 |
$ |
94,385 |
|||||||
|
(1) |
Included in net cash provided by operating activities for the three and six months ended June 30, 2018 and 2017 are the portions of distributions from unconsolidated investments paid from cumulative earnings representing the return on investment. |
|
(2) |
Distributions from unconsolidated investments for the three months ended June 30, 2018 includes an adjustment for a March 2018 distribution received in April 2018 previously included in the first quarter 2018 cash available for distribution. |
|
Three months ended June 30, |
Six months ended June 30, | ||||||||||||||
|
2018 |
2017 |
2018 |
2017 | ||||||||||||
|
Net loss |
$ |
(1,774) |
$ |
(14,684) |
$ |
(14,394) |
$ |
(12,145) |
|||||||
|
Plus: |
|||||||||||||||
|
Interest expense, net of interest income |
27,284 |
24,238 |
52,394 |
46,299 |
|||||||||||
|
Tax provision |
4,410 |
4,541 |
11,194 |
9,316 |
|||||||||||
|
Depreciation, amortization and accretion |
62,766 |
52,752 |
125,416 |
99,979 |
|||||||||||
|
EBITDA |
92,686 |
66,847 |
174,610 |
143,449 |
|||||||||||
|
Unrealized loss on energy derivative (1) |
3,626 |
4,663 |
14,673 |
7,021 |
|||||||||||
|
(Gain) loss on derivatives |
(8,801) |
4,751 |
(14,461) |
5,399 |
|||||||||||
|
Impairment loss |
4,238 |
— |
4,238 |
— |
|||||||||||
|
Other |
— |
807 |
— |
1,119 |
|||||||||||
|
Adjustments from unconsolidated investments |
|||||||||||||||
|
Plus, proportionate share from unconsolidated investments: |
|||||||||||||||
|
Interest expense, net of interest income |
9,506 |
9,498 |
18,974 |
18,838 |
|||||||||||
|
Tax benefit |
(207) |
— |
(207) |
— |
|||||||||||
|
Depreciation, amortization and accretion |
8,741 |
8,575 |
17,509 |
17,029 |
|||||||||||
|
Gain on derivatives |
(1,379) |
(3,272) |
(2,714) |
(2,788) |
|||||||||||
|
Adjusted EBITDA |
$ |
108,410 |
$ |
91,869 |
$ |
212,622 |
$ |
190,067 |
|||||||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time on Thursday, August 9, 2018. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 3199694. The replay recording will be available until 11:59 p.m. Eastern Time, August 30, 2018.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities, including one project it has agreed to acquire and one project it has agreed to sell, with a total owned interest of 2,861 MW in the United States, Canada, Japan and Chile that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to achieve the 2018 cash available for distribution target; the ability to fund an additional investment into Pattern Development 2.0 shortly and for redemptions of certain other investors in Pattern Development 2.0 to occur; the ability to consummate the agreement to sell the Company's operations in Chile; the ability of the investments in development to provide meaningful value to shareholders; the timing of the receipt of the first development profits (if ever); and the ability of the Company's portfolio to generate long-term value. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: |
|||
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
|
Pattern Energy Group Inc. Consolidated Balance Sheets (In thousands of U.S. Dollars, except share data) (Unaudited) | |||||||
|
June 30, |
December 31, | ||||||
|
2018 |
2017 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
116,538 |
$ |
116,753 |
|||
|
Restricted cash |
4,336 |
9,065 |
|||||
|
Counterparty collateral |
5,824 |
29,780 |
|||||
|
Trade receivables |
59,371 |
54,900 |
|||||
|
Derivative assets, current |
16,148 |
19,445 |
|||||
|
Prepaid expenses |
18,660 |
17,847 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $2,409 and $2,580 as of June 30, 2018 and December 31, 2017, respectively |
1,422 |
1,415 |
|||||
|
Assets held for sale |
307,231 |
— |
|||||
|
Other current assets |
21,726 |
21,105 |
|||||
|
Total current assets |
551,256 |
270,310 |
|||||
|
Restricted cash |
10,004 |
12,162 |
|||||
|
Major construction advances |
48,898 |
— |
|||||
|
Construction in progress |
192,317 |
— |
|||||
|
Property, plant and equipment, net |
3,797,098 |
3,965,121 |
|||||
|
Unconsolidated investments |
343,512 |
311,223 |
|||||
|
Derivative assets |
17,341 |
9,628 |
|||||
|
Deferred financing costs |
8,744 |
7,784 |
|||||
|
Net deferred tax assets |
3,353 |
6,349 |
|||||
|
Finite-lived intangible assets, net |
226,422 |
136,048 |
|||||
|
Goodwill |
57,736 |
— |
|||||
|
Other assets |
27,421 |
22,906 |
|||||
|
Total assets |
$ |
5,284,102 |
$ |
4,741,531 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
38,799 |
$ |
53,615 |
|||
|
Accrued construction costs |
9,383 |
1,369 |
|||||
|
Counterparty collateral liability |
5,824 |
29,780 |
|||||
|
Accrued interest |
14,383 |
16,460 |
|||||
|
Dividends payable |
42,072 |
41,387 |
|||||
|
Derivative liabilities, current |
3,188 |
8,409 |
|||||
|
Revolving credit facility |
201,000 |
— |
|||||
|
Current portion of long-term debt, net |
61,583 |
51,996 |
|||||
|
Liabilities related to assets held for sale |
207,073 |
— |
|||||
|
Other current liabilities |
25,643 |
14,018 |
|||||
|
Total current liabilities |
608,948 |
217,034 |
|||||
|
Long-term debt, net |
1,923,743 |
1,878,735 |
|||||
|
Derivative liabilities |
24,464 |
20,972 |
|||||
|
Net deferred tax liabilities |
116,849 |
56,491 |
|||||
|
Finite-lived intangible liability, net |
58,195 |
51,194 |
|||||
|
Contingent liabilities |
165,214 |
62,398 |
|||||
|
Other long-term liabilities |
152,998 |
106,565 |
|||||
|
Total liabilities |
3,050,411 |
2,393,389 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 98,096,323 and 97,860,048 shares outstanding as of June 30, 2018 and December 31, 2017, respectively |
983 |
980 |
|||||
|
Additional paid-in capital |
1,210,610 |
1,234,846 |
|||||
|
Accumulated income (loss) |
— |
(112,175) |
|||||
|
Accumulated other comprehensive loss |
(32,756) |
(25,691) |
|||||
|
Treasury stock, at cost; 178,346 and 157,812 shares of Class A common stock as of June 30, 2018 and December 31, 2017, respectively |
(3,892) |
(3,511) |
|||||
|
Total equity before noncontrolling interest |
1,174,945 |
1,094,449 |
|||||
|
Noncontrolling interest |
1,058,746 |
1,253,693 |
|||||
|
Total equity |
2,233,691 |
2,348,142 |
|||||
|
Total liabilities and equity |
$ |
5,284,102 |
$ |
4,741,531 |
|||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Consolidated Statements of Operations | |||||||||||||||
|
(In thousands of U.S. dollars, except per share data) | |||||||||||||||
|
(Unaudited) | |||||||||||||||
|
Three months ended June 30, |
Six months ended June 30, | ||||||||||||||
|
2018 |
2017 |
2018 |
2017 | ||||||||||||
|
Revenue: |
|||||||||||||||
|
Electricity sales |
$ |
135,951 |
$ |
105,736 |
$ |
238,098 |
$ |
204,170 |
|||||||
|
Other revenue |
3,989 |
2,024 |
13,501 |
4,423 |
|||||||||||
|
Total revenue |
139,940 |
107,760 |
251,599 |
208,593 |
|||||||||||
|
Cost of revenue: |
|||||||||||||||
|
Project expense |
33,665 |
33,405 |
68,227 |
62,505 |
|||||||||||
|
Transmission costs |
7,643 |
4,722 |
14,833 |
4,792 |
|||||||||||
|
Depreciation, amortization and accretion |
54,979 |
48,518 |
110,431 |
92,258 |
|||||||||||
|
Total cost of revenue |
96,287 |
86,645 |
193,491 |
159,555 |
|||||||||||
|
Gross profit |
43,653 |
21,115 |
58,108 |
49,038 |
|||||||||||
|
Operating expenses: |
|||||||||||||||
|
General and administrative |
9,089 |
11,777 |
19,795 |
22,901 |
|||||||||||
|
Related party general and administrative |
3,663 |
3,576 |
7,731 |
7,002 |
|||||||||||
|
Impairment loss |
4,238 |
— |
4,238 |
— |
|||||||||||
|
Total operating expenses |
16,990 |
15,353 |
31,764 |
29,903 |
|||||||||||
|
Operating income |
26,663 |
5,762 |
26,344 |
19,135 |
|||||||||||
|
Other expense: |
|||||||||||||||
|
Interest expense |
(27,709) |
(24,839) |
(53,153) |
(47,394) |
|||||||||||
|
Gain (loss) on derivatives |
8,801 |
(4,751) |
14,461 |
(5,399) |
|||||||||||
|
Earnings (loss) in unconsolidated investments, net |
(742) |
14,519 |
17,470 |
31,395 |
|||||||||||
|
Net loss on transactions |
(2,002) |
(807) |
(3,100) |
(1,119) |
|||||||||||
|
Other income (expense), net |
(2,375) |
(27) |
(5,222) |
553 |
|||||||||||
|
Total other expense |
(24,027) |
(15,905) |
(29,544) |
(21,964) |
|||||||||||
|
Net income (loss) before income tax |
2,636 |
(10,143) |
(3,200) |
(2,829) |
|||||||||||
|
Tax provision |
4,410 |
4,541 |
11,194 |
9,316 |
|||||||||||
|
Net loss |
(1,774) |
(14,684) |
(14,394) |
(12,145) |
|||||||||||
|
Net loss attributable to noncontrolling interest |
(34,492) |
(28,904) |
(183,034) |
(32,018) |
|||||||||||
|
Net income attributable to Pattern Energy |
$ |
32,718 |
$ |
14,220 |
$ |
168,640 |
$ |
19,873 |
|||||||
|
Weighted-average number of common shares outstanding |
|||||||||||||||
|
Basic |
97,459,472 |
87,065,591 |
97,444,016 |
87,064,110 |
|||||||||||
|
Diluted |
97,496,217 |
87,217,381 |
105,662,687 |
87,257,130 |
|||||||||||
|
Earnings per share attributable to Pattern Energy |
|||||||||||||||
|
Class A common stock: |
|||||||||||||||
|
Basic |
$ |
0.34 |
$ |
0.16 |
$ |
1.73 |
$ |
0.23 |
|||||||
|
Diluted |
$ |
0.34 |
$ |
0.16 |
$ |
1.67 |
$ |
0.23 |
|||||||
|
Dividends declared per Class A common share |
$ |
0.42 |
$ |
0.42 |
$ |
0.84 |
$ |
0.83 |
|||||||
|
Pattern Energy Group Inc. Consolidated Statements of Cash Flows (In thousands of U.S. dollars) (Unaudited) | |||||||
|
Six months ended June 30, | |||||||
|
2018 |
2017 | ||||||
|
Operating activities |
|||||||
|
Net loss |
$ |
(14,394) |
$ |
(12,145) |
|||
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||||||
|
Depreciation, amortization and accretion |
110,431 |
92,258 |
|||||
|
Contingent liability accretion |
5,716 |
— |
|||||
|
Impairment loss |
4,238 |
— |
|||||
|
Amortization of financing costs |
2,526 |
3,852 |
|||||
|
Amortization of debt discount/premium, net |
2,477 |
2,227 |
|||||
|
Amortization of power purchase agreements, net |
3,894 |
1,489 |
|||||
|
Loss (gain) on derivatives |
(1,542) |
10,331 |
|||||
|
Stock-based compensation |
2,277 |
2,768 |
|||||
|
Deferred taxes |
10,914 |
9,149 |
|||||
|
Earnings in unconsolidated investments, net |
(17,470) |
(31,395) |
|||||
|
Distributions from unconsolidated investments |
33,041 |
31,710 |
|||||
|
Other reconciling items |
(67) |
(1,017) |
|||||
|
Changes in operating assets and liabilities: |
|||||||
|
Counterparty collateral asset |
23,956 |
9,199 |
|||||
|
Trade receivables |
(9,689) |
(7,995) |
|||||
|
Prepaid expenses |
899 |
2,202 |
|||||
|
Other current assets |
6,316 |
(3,638) |
|||||
|
Other assets (non-current) |
(1,737) |
2,561 |
|||||
|
Accounts payable and other accrued liabilities |
(13,889) |
31,001 |
|||||
|
Counterparty collateral liability |
(23,956) |
(9,199) |
|||||
|
Accrued interest |
166 |
8,569 |
|||||
|
Other current liabilities |
(7,141) |
4,333 |
|||||
|
Long-term liabilities |
7,858 |
10,648 |
|||||
|
Contingent liabilities |
(1,508) |
275 |
|||||
|
Derivatives |
228 |
— |
|||||
|
Net cash provided by operating activities |
123,544 |
157,183 |
|||||
|
Investing activities |
|||||||
|
Cash paid for acquisitions, net of cash and restricted cash acquired |
(157,543) |
(170,028) |
|||||
|
Payment for construction advances/deposits |
(53,727) |
— |
|||||
|
Payment for construction in progress |
(24,644) |
— |
|||||
|
Capital expenditures |
(7,441) |
(39,087) |
|||||
|
Distributions from unconsolidated investments |
4,333 |
8,390 |
|||||
|
Other assets |
(319) |
7,552 |
|||||
|
Investment in Pattern Development 2.0 |
(57,055) |
— |
|||||
|
Other investing activities |
— |
12 |
|||||
|
Net cash used in investing activities |
(296,396) |
(193,161) |
|||||
|
Financing activities |
|||||||
|
Dividends paid |
(82,487) |
(71,544) |
|||||
|
Capital distributions - noncontrolling interest |
(21,274) |
(9,163) |
|||||
|
Payment for financing fees |
(6,954) |
(7,740) |
|||||
|
Proceeds from revolving credit facility |
333,000 |
85,000 |
|||||
|
Repayment of revolving credit facility |
(132,000) |
(205,000) |
|||||
|
Proceeds from long-term debt |
126,775 |
404,395 |
|||||
|
Repayment of long-term debt |
(34,541) |
(74,824) |
|||||
|
Repayment of note payable - related party |
(909) |
— |
|||||
|
Other financing activities |
154 |
(3,618) |
|||||
|
Net cash provided by financing activities |
181,764 |
117,506 |
|||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
(2,388) |
2,248 |
|||||
|
Net increase in cash, cash equivalents and restricted cash including cash classified within current assets and liabilities held for sale |
6,524 |
83,776 |
|||||
|
Add: Net (decrease) in cash classified within current assets and liabilities held for sale |
(13,626) |
— |
|||||
|
Net change in cash, cash equivalents and restricted cash |
(7,102) |
83,776 |
|||||
|
Cash, cash equivalents and restricted cash at beginning of period |
137,980 |
109,371 |
|||||
|
Cash, cash equivalents and restricted cash at end of period |
$ |
130,878 |
$ |
193,147 |
|||
|
Supplemental disclosures |
|||||||
|
Cash payments for income taxes |
$ |
443 |
$ |
288 |
|||
|
Cash payments for interest expense |
$ |
48,721 |
$ |
33,666 |
|||
|
Business combination: |
|||||||
|
Assets acquired, net of cash and restricted cash acquired |
$ |
627,241 |
$ |
665,014 |
|||
|
Liabilities assumed |
352,570 |
148,456 |
|||||
|
Less: Noncontrolling interests |
11,113 |
325,600 |
|||||
|
Net assets acquired, net of cash and restricted cash acquired |
$ |
263,558 |
$ |
190,958 |
|||
|
Schedule of non-cash activities |
|||||||
|
Change in property, plant and equipment |
$ |
117,103 |
$ |
1,110 |
|||
|
Change in other assets |
$ |
202 |
$ |
2,492 |
|||
|
Accrual of dividends |
$ |
87 |
$ |
— |
|||
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-reports-second-quarter-2018-financial-results-300694587.html
SOURCE Pattern Energy Group Inc.
Article Date
8/9/2018Pattern Energy Reports Results of Director Election
Source: PR Newswire
SAN FRANCISCO, June 7, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced that the nominees listed in the Proxy Statement, dated April 20, 2018, for the 2018 Annual Meeting of Stockholders (the "Meeting") were elected as Directors of the Company. The results of the vote for the election of Directors at the Meeting held on June 6, 2018 in San Francisco were as follows:
|
Votes For |
Votes Against |
Votes Abstain | ||||
|
Nominees |
Number |
% |
Number |
% |
Number |
% |
|
Alan R. Batkin |
61,983,760 |
98.0 |
1,177,829 |
1.9 |
119,429 |
0.2 |
|
Patricia S. Bellinger |
62,210,351 |
98.3 |
961,817 |
1.5 |
108,850 |
0.2 |
|
The Lord Browne of Madingley |
61,959,381 |
97.9 |
1,197,914 |
1.9 |
123,723 |
0.2 |
|
Michael M. Garland |
61,971,728 |
97.9 |
1,172,520 |
1.9 |
136,770 |
0.2 |
|
Douglas G. Hall |
62,363,860 |
98.6 |
794,773 |
1.3 |
122,385 |
0.2 |
|
Michael B. Hoffman |
62,748,764 |
99.2 |
413,265 |
0.7 |
118,989 |
0.2 |
|
Patricia M. Newson |
62,528,734 |
98.8 |
642,971 |
1.0 |
109,313 |
0.2 |
In addition, at the Meeting, stockholders on an advisory and non-binding basis voted to approve the compensation of the Company's named executive officers as disclosed in the 2018 proxy statement.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities, including one project it has agreed to acquire and one project it has agreed to sell, with a total owned interest of 2,861 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
|
Contacts: |
|
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-reports-results-of-director-election-300661430.html
SOURCE Pattern Energy Group Inc.
Article Date
6/7/2018Pattern Energy Enters Agreement to Sell Operations in Chile
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
- Enters agreement for sale of 81 MW in El Arrayán Wind project to Arroyo Energy Investors -
SAN FRANCISCO, May 24, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced it has entered into an agreement for the sale of the Company's operations in Chile, which principally consist of its 81 megawatt ("MW") owned interest in the 115 MW El Arrayán Wind project ("El Arrayán Wind"), to affiliates of Arroyo Energy Investors ("Arroyo") for which Pattern Energy will receive cash consideration of $67.0 million. This price represents a cash available for distribution ("CAFD") multiple that is greater than the CAFD multiple for projects the Company has acquired in the past. Pattern Energy also expects to eliminate more than $1.0 million of annual overhead related to managing the business in Chile.
"The sale of El Arrayán Wind is an excellent result for us. The price represents a 30 percent uplift over El Arrayán Wind's contribution to the Company's current value," said Mike Garland, CEO of Pattern Energy. "While the purchase price demonstrates material embedded value in our assets, the primary reason for the sale was strategic. Chile was a good candidate for sale as it was one of the higher cost operations in our fleet because of the distance from the rest of our operations and the different legal, tax and regulatory environments. The proceeds of the sale will go to either make further accretive investments, pay down debt, buy back stock or other corporate purposes. We want to thank our employees in Chile who have been outstanding, loyal, smart and demonstrated an excellent work ethic. We could not have asked for a better team."
El Arrayán Wind is located approximately 400 km north of Santiago on the coast of Chile. The facility commenced commercial operations in the second quarter of 2014 and approximately 70% of its production is contracted for sale through a long-term fixed-for-floating hedge with Minera Los Pelambres.
The transaction is expected to close within 90 days, subject to customary closing conditions.
Because the marketing for the sale of El Arrayán Wind was conducted concurrently with the marketing for the sale of Conejo Solar, a project in Chile owned by Pattern Energy Group LP ("Pattern Development 1.0"), the Conflicts Committee of the Board of Directors of Pattern Energy (which is comprised entirely of independent directors) reviewed and considered the El Arrayán Wind transaction in accordance with Pattern Energy's conflict of interest policies, including with respect to the relative purchase price of El Arrayán Wind and Conejo Solar and waiver of Pattern Energy's Right of First Offer (the "ROFO") over Conejo Solar. The Board of Directors of Pattern Energy approved the El Arrayán transaction and waiver of the ROFO rights related to Conejo Solar, which will be sold to Arroyo concurrent with the El Arrayán Wind transaction.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 24 wind and solar power facilities, including one project it has agreed to acquire, with a total owned interest of 2,861 MW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
About Arroyo Energy Investors
Arroyo Energy Investors is an independent private equity firm that focuses on investing in energy infrastructure assets in the power generation and midstream space in North and South America. Arroyo Energy Investors has offices in The Woodlands, Texas and Santiago, Chile. For more information, visit www.arroyoenergygroup.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to close the sale of El Arrayán, the existence of embedded value within Pattern Energy's assets, and the use of proceeds from the sale. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: |
|
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-enters-agreement-to-sell-operations-in-chile-300654139.html
SOURCE Pattern Energy Group Inc.
Article Date
5/24/2018Pattern Energy Reports First Quarter 2018 Financial Results
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
- Declares dividend of $0.4220 per Class A common share for second quarter 2018 -
SAN FRANCISCO, May 10, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 first quarter.
Highlights
(Figures reported below are for the first quarter of fiscal 2017, unless otherwise noted)
"Our solid performance in Q1 puts us right on track for our targeted CAFD(1) for the year and is the result of our portfolio continuing to operate at the top end of the industry," said Mike Garland, President and CEO of Pattern Energy. "In addition, we were able to successfully acquire five assets in Japan, one of the best renewable markets in the world, that form a strong platform to grow our business there and to improve the value of the projects over time. The Company is in an excellent position to make further acquisitions without raising any common equity, allowing us to grow our CAFD per share."
|
(1) |
The forward looking measure of 2018 full year cash available for distribution (CAFD) is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2018 Quarterly Report on Form 10-Q for the period ended March 31, 2018. |
Financial and Operating Results
Pattern Energy sold 2,126,662 megawatt hours ("MWh") of electricity on a proportional basis in the first quarter of 2018 compared to 2,038,159 MWh sold in the same period last year. The 4% increase was primarily due to volume increases as a result of acquisitions in 2017 and 2018 and favorable wind at projects in Canada partially offset by unfavorable wind and curtailment primarily at projects in the Texas market and at Santa Isabel. Production for the quarter was 7% below the long-term average forecast for the period.
Net cash provided by operating activities was $27.8 million for the first quarter of 2018 compared to $43.8 million for the same period last year. The $15.9 million decrease was primarily due to a $12.6 million increase in transmission and projects costs primarily due to acquisitions in 2017 and 2018, a $10.0 million increase in interest payments and a $2.9 million decrease in distributions from unconsolidated investments. These decreases in net cash provided by operating activities were partially offset by a $10.8 million increase in revenue.
Cash available for distribution was $43.1 million for the first quarter of 2018, compared to $45.1 million for the same period last year. The $2.1 million decrease was primarily due to a $12.6 million increase in transmission and projects costs primarily due to acquisitions in 2017 and 2018, a $3.9 million increase in interest expense (excluding amortization of financing costs and debt discount/premium), a $6.5 million increase in distributions to noncontrolling interests, a $3.5 million increase in principal payments of project-level debt and a $0.9 million decrease in distributions from unconsolidated investments. These decreases in cash available for distribution were partially offset by increases of $20.2 million in revenue (excluding unrealized loss on energy derivative and amortization of PPAs), $2.5 million in release of restricted cash and $4.3 million in cash from other, primarily related to a $3.4 million project reserve funding requirement made in the first quarter 2017.
Net loss was $12.6 million in the first quarter of 2018, compared to a net income of $2.5 million for the same period last year. The change of $15.2 million was primarily attributable to increases of $24.3 million in cost of revenues due to the acquisitions in 2017 and 2018 and $2.0 million in tax provision. This change was partially offset a $10.8 million increase in revenue primarily due to acquisitions in 2017 and 2018 and the settlement of business interruption insurance related to our Santa Isabel project and a decrease of $0.5 million in other expense.
Adjusted EBITDA was $104.2 million for the first quarter of 2018 compared to $98.2 million for the same period last year. The $6.0 million increase in the quarterly period was primarily due to a $20.2 million increase in revenue (excluding unrealized loss on energy derivative and amortization of PPAs) primarily attributable to volume increases as a result of the 2017 and 2018 acquisitions and an insurance settlement for Santa Isabel partially offset by lower electricity sales as a result of changing prices, unfavorable wind and curtailment primarily at projects in the Texas market and at Santa Isabel. This increase was partially offset by increases of $5.5 million in project expenses, $7.1 million in transmission costs and $0.8 million in transaction costs primarily related to the Japan acquisition.
2018 Financial Guidance
Pattern Energy is re-confirming its targeted annual cash available for distribution(2) for 2018 within a range of $151 million to $181 million, representing an increase of 14% compared to cash available for distribution in 2017.
|
(2) |
The forward looking measure of 2018 full year cash available for distribution (CAFD) is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2018 Quarterly Report on Form 10-Q for the period ended March 31, 2018. |
Quarterly Dividend
Pattern Energy declared a dividend for the second quarter 2018, payable on July 31, 2018, to holders of record on June 29, 2018 in the amount of $0.4220 per Class A common share, which represents $1.688 on an annualized basis. The amount of the second quarter 2018 dividend is unchanged from the first quarter 2018 dividend.
Project Acquisitions
During the first quarter of 2018, Pattern Energy acquired 206 MW of owned interest in five projects in operation or under construction located in Japan from Pattern Development 1.0 and GPI. The portfolio consists of two operating solar projects (Futtsu and Kanagi), two operating wind projects (Otsuki and Ohorayama, which commenced commercial operation during the quarter) and one wind project under construction (Tsugaru), each of which possess a 20-year power purchase agreement.
Pattern Energy acquired the 84 MW portfolio of Futtsu, Kanagi, Otsuki and Ohorayama for a cash purchase price of $131.5 million(3), which represents approximately a 10.1x multiple of the five-year average CAFD(4).
Pattern Energy acquired the 122 MW Tsugaru project at the start of construction, once fully financed on a non-recourse basis, for a total cash consideration of $194.0 million(3), which represents a 9.3x multiple of the five-year average CAFD(4) starting with the first full year of operations in 2021.
Pattern Energy has agreed to acquire a 51% interest in the 143 MW Mont Sainte-Marguerite project, located in the Chaudière-Appalaches region south of Québec City. The project commenced commercial operations in the first quarter of 2018. The project has a 25-year power purchase agreement with Hydro-Québec, which has an AA-/Aa2 credit rating.
Pattern Energy will acquire its 51% interest in Mont Sainte-Marguerite for a total investment of approximately $40 million(5), which represents approximately a 10x multiple of the five-year average CAFD(4). The acquisition is expected to close in the coming weeks, with the recent the commencement of commercial operations and subject to customary closing conditions. It will be funded at the time of closing using available liquidity.
|
(3) |
Based on a Japanese yen to USD exchange rate of ¥110. |
|
(4) |
The forward looking measure of five-year average annual purchase price multiple of CAFD contribution from each of the five Japanese projects and Mont Sainte-Marguerite project is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2018 Quarterly Report on Form 10-Q for the period ended March 31, 2018. |
|
(5) |
Based on a CAD to USD exchange rate of $1.27. |
Acquisition Pipeline
Pattern Development 1.0 and Pattern Development 2.0 (together, the Pattern Development Companies) have a pipeline of development projects totaling more than 10 GW. Pattern Energy has a Right of First Offer ("ROFO") on the pipeline of acquisition opportunities from the Pattern Development Companies. The identified ROFO list stands at 935 MW of potential owned capacity and and represents a portion of the pipeline of development projects of the Pattern Development Companies, which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased, or agreed to purchase, 1,564 MW from Pattern Development 1.0 and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW.
Below is a summary of the identified ROFO projects that Pattern Energy has the right to purchase from the Pattern Development Companies in connection with its respective purchase rights:
|
Capacity (MW) | ||||||||||||||
|
Identified |
Status |
Location |
Construction |
Commercial |
Contract |
Rated (3) |
Pattern | |||||||
|
Pattern Development 1.0 Projects |
||||||||||||||
|
Conejo Solar(5) |
Operational |
Chile |
2015 |
2016 |
PPA |
104 |
104 | |||||||
|
Belle River |
Operational |
Ontario |
2016 |
2017 |
PPA |
100 |
43 | |||||||
|
El Cabo |
Operational |
New Mexico |
2016 |
2017 |
PPA |
298 |
125 | |||||||
|
North Kent |
Operational |
Ontario |
2017 |
2018 |
PPA |
100 |
35 | |||||||
|
Henvey Inlet |
In construction |
Ontario |
2017 |
2019 |
PPA |
300 |
150 | |||||||
|
Pattern Development 2.0 Projects |
||||||||||||||
|
Stillwater Big Sky |
In construction |
Montana |
2017 |
2018 |
PPA |
79 |
67 | |||||||
|
Crazy Mountain |
Late stage development |
Montana |
2017 |
2019 |
PPA |
80 |
68 | |||||||
|
Grady |
Late stage development |
New Mexico |
2018 |
2019 |
PPA |
220 |
188 | |||||||
|
Sumita |
Late stage development |
Japan |
2019 |
2021 |
PPA |
100 |
55 | |||||||
|
Ishikari |
Late stage development |
Japan |
2019 |
2022 |
PPA |
100 |
100 | |||||||
|
1,481 |
935 | |||||||||||||
|
(1) |
Represents year of actual or anticipated commencement of construction. |
|
(2) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(3) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of weather and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
|
(4) |
Pattern Development-Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development 1.0's or Pattern Development 2.0's percentage ownership interest in the distributable cash flow of the project. |
|
(5) |
From time to time, the Company conducts strategic reviews of its markets. The Company has been conducting a strategic review of the market, growth, and opportunities in Chile. In the event the Company believes it can utilize funds that have already been invested in Chile or funds that might otherwise be invested in Chile in a more productive manner elsewhere that could generate a higher return on investment, it may decide to exit Chile for other opportunities with greater potential. In addition, Pattern Development 1.0 is also concurrently exploring strategic alternatives for its assets in Chile. |
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net income (loss) to Adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three months ended March 31, | ||||||||
|
2018 |
2017 | |||||||
|
Net cash provided by operating activities(1) |
$ |
27,824 |
$ |
43,752 |
||||
|
Changes in operating assets and liabilities |
28,576 |
13,423 |
||||||
|
Network upgrade reimbursement |
282 |
317 |
||||||
|
Release of restricted cash |
2,488 |
— |
||||||
|
Operations and maintenance capital expenditures |
(261) |
(146) |
||||||
|
Distributions from unconsolidated investments(2) |
6,281 |
4,205 |
||||||
|
Other |
860 |
(3,432) |
||||||
|
Less: |
||||||||
|
Distributions to noncontrolling interests |
(9,187) |
(2,647) |
||||||
|
Principal payments paid from operating cash flows |
(13,803) |
(10,326) |
||||||
|
Cash available for distribution |
$ |
43,060 |
$ |
45,146 |
||||
|
(1) |
Included in net cash provided by operating activities for the three months ended March 31, 2017 is the portion of distributions from unconsolidated investments paid from cumulative earnings representing the return on investment. |
|
(2) |
Distributions from unconsolidated investments includes project cash flow transferred to the project's distribution account in March 2018 and received subsequently in April 2018. |
|
Three months ended March 31, | |||||||
|
2018 |
2017 | ||||||
|
Net income (loss) |
$ |
(12,620) |
$ |
2,539 |
|||
|
Plus: |
|||||||
|
Interest expense, net of interest income |
25,110 |
22,061 |
|||||
|
Tax provision |
6,784 |
4,775 |
|||||
|
Depreciation, amortization and accretion |
62,650 |
47,227 |
|||||
|
EBITDA |
81,924 |
76,602 |
|||||
|
Unrealized loss on energy derivative (1) |
11,047 |
2,358 |
|||||
|
(Gain) loss on derivatives |
(5,660) |
648 |
|||||
|
Other |
— |
312 |
|||||
|
Plus, proportionate share from unconsolidated investments: |
|||||||
|
Interest expense, net of interest income |
9,468 |
9,340 |
|||||
|
Depreciation, amortization and accretion |
8,768 |
8,454 |
|||||
|
(Gain) loss on derivatives |
(1,335) |
484 |
|||||
|
Adjusted EBITDA |
$ |
104,212 |
$ |
98,198 |
|||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time on Thursday, May 10, 2018. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 5748379. The replay recording will be available until 11:59 p.m. Eastern Time, May 31, 2018.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 25 wind and solar power facilities, including one project it has agreed to acquire, with a total owned interest of 2,942 MW in the United States, Canada, Japan and Chile that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to achieve the 2018 cash available for distribution target; the ability to achieve the five year average annual CAFD generated by the Japan projects and Mont Sainte-Marguerite; the ability of the Japan assets to form a strong platform to grow the Company's business and improve the value of the projects; the ability to make further acquisitions without raising any common equity capital; the timing of the consummation of the acquisition of the Mont Sainte-Marguerite project; and the ability of the Company to consummate additional acquisitions from the iROFO list. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
|
Pattern Energy Group Inc. Consolidated Balance Sheets (In thousands of U.S. Dollars, except share data) (Unaudited) | |||||||
|
March 31, |
December 31, | ||||||
|
2018 |
2017 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
162,144 |
$ |
116,753 |
|||
|
Restricted cash |
8,698 |
9,065 |
|||||
|
Funds deposited by counterparty |
17,744 |
29,780 |
|||||
|
Trade receivables |
62,895 |
54,900 |
|||||
|
Derivative assets, current |
15,747 |
19,445 |
|||||
|
Prepaid expenses |
17,707 |
17,847 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $2,111 and $2,580 as of March 31, 2018 and December 31, 2017, respectively |
1,230 |
1,415 |
|||||
|
Other current assets |
28,948 |
21,105 |
|||||
|
Total current assets |
315,113 |
270,310 |
|||||
|
Restricted cash |
9,524 |
12,162 |
|||||
|
Major equipment advances |
38,452 |
— |
|||||
|
Property, plant and equipment, net |
4,340,973 |
3,965,121 |
|||||
|
Unconsolidated investments |
347,831 |
311,223 |
|||||
|
Derivative assets |
13,779 |
9,628 |
|||||
|
Deferred financing costs |
8,046 |
7,784 |
|||||
|
Net deferred tax assets |
7,215 |
6,349 |
|||||
|
Finite-lived intangible assets, net |
235,952 |
136,048 |
|||||
|
Goodwill |
60,302 |
— |
|||||
|
Other assets |
44,455 |
22,906 |
|||||
|
Total assets |
$ |
5,421,642 |
$ |
4,741,531 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
39,468 |
$ |
53,615 |
|||
|
Accrued construction costs |
2,045 |
1,369 |
|||||
|
Counterparty deposit liability |
17,744 |
29,780 |
|||||
|
Accrued interest |
7,529 |
16,460 |
|||||
|
Dividends payable |
42,041 |
41,387 |
|||||
|
Derivative liabilities, current |
5,685 |
8,409 |
|||||
|
Revolving credit facility |
248,000 |
— |
|||||
|
Current portion of long-term debt, net |
61,191 |
51,996 |
|||||
|
Contingent liabilities, current |
21,708 |
2,592 |
|||||
|
Other current liabilities |
15,525 |
11,426 |
|||||
|
Total current liabilities |
460,936 |
217,034 |
|||||
|
Long-term debt, net |
2,128,063 |
1,878,735 |
|||||
|
Derivative liabilities |
28,425 |
20,972 |
|||||
|
Net deferred tax liabilities |
130,257 |
56,491 |
|||||
|
Finite-lived intangible liability, net |
59,579 |
51,194 |
|||||
|
Contingent liabilities |
168,183 |
62,398 |
|||||
|
Other long-term liabilities |
151,430 |
106,565 |
|||||
|
Total liabilities |
3,126,873 |
2,393,389 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 98,096,760 and 97,860,048 shares outstanding as of March 31, 2018 and December 31, 2017, respectively |
983 |
980 |
|||||
|
Additional paid-in capital |
1,218,077 |
1,234,846 |
|||||
|
Accumulated income (loss) |
— |
(112,175) |
|||||
|
Accumulated other comprehensive loss |
(26,810) |
(25,691) |
|||||
|
Treasury stock, at cost; 177,909 and 157,812 shares of Class A common stock as of March 31, 2018 and December 31, 2017, respectively |
(3,884) |
(3,511) |
|||||
|
Total equity before noncontrolling interest |
1,188,366 |
1,094,449 |
|||||
|
Noncontrolling interest |
1,106,403 |
1,253,693 |
|||||
|
Total equity |
2,294,769 |
2,348,142 |
|||||
|
Total liabilities and equity |
$ |
5,421,642 |
$ |
4,741,531 |
|||
|
Pattern Energy Group Inc. | |||||||
|
Three months ended March 31, | |||||||
|
2018 |
2017 | ||||||
|
Revenue: |
|||||||
|
Electricity sales |
$ |
102,147 |
$ |
98,434 |
|||
|
Other revenue |
9,512 |
2,399 |
|||||
|
Total revenue |
111,659 |
100,833 |
|||||
|
Cost of revenue: |
|||||||
|
Project expense |
34,562 |
29,100 |
|||||
|
Transmission costs |
7,190 |
70 |
|||||
|
Depreciation, amortization and accretion |
55,452 |
43,740 |
|||||
|
Total cost of revenue |
97,204 |
72,910 |
|||||
|
Gross profit |
14,455 |
27,923 |
|||||
|
Operating expenses: |
|||||||
|
General and administrative |
10,706 |
11,124 |
|||||
|
Related party general and administrative |
4,068 |
3,426 |
|||||
|
Total operating expenses |
14,774 |
14,550 |
|||||
|
Operating income (loss) |
(319) |
13,373 |
|||||
|
Other expense: |
|||||||
|
Interest expense |
(25,444) |
(22,555) |
|||||
|
Gain (loss) on derivatives |
5,660 |
(648) |
|||||
|
Earnings in unconsolidated investments, net |
18,212 |
16,876 |
|||||
|
Net loss on transactions |
(1,098) |
(312) |
|||||
|
Other income (expense), net |
(2,847) |
580 |
|||||
|
Total other expense |
(5,517) |
(6,059) |
|||||
|
Net income (loss) before income tax |
(5,836) |
7,314 |
|||||
|
Tax provision |
6,784 |
4,775 |
|||||
|
Net income (loss) |
(12,620) |
2,539 |
|||||
|
Net loss attributable to noncontrolling interest |
(148,542) |
(3,114) |
|||||
|
Net income attributable to Pattern Energy |
$ |
135,922 |
$ |
5,653 |
|||
|
Weighted-average number of common shares outstanding |
|||||||
|
Basic |
97,428,388 |
87,062,612 |
|||||
|
Diluted |
105,564,491 |
87,131,280 |
|||||
|
Earnings per share attributable to Pattern Energy |
|||||||
|
Class A common stock: |
|||||||
|
Basic |
$ |
1.39 |
$ |
0.06 |
|||
|
Diluted |
$ |
1.32 |
$ |
0.06 |
|||
|
Dividends declared per Class A common share |
$ |
0.42 |
$ |
0.41 |
|||
|
Pattern Energy Group Inc. Consolidated Statements of Cash Flows (In thousands of U.S. dollars) (Unaudited) | ||||||||
|
Three months ended March 31, | ||||||||
|
2018 |
2017 | |||||||
|
Operating activities |
||||||||
|
Net income (loss) |
$ |
(12,620) |
$ |
2,539 |
||||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
|
Depreciation and accretion |
55,451 |
43,740 |
||||||
|
Amortization of financing costs |
1,249 |
1,858 |
||||||
|
Amortization of debt discount/premium, net |
1,227 |
1,102 |
||||||
|
Amortization of power purchase agreements, net |
1,422 |
736 |
||||||
|
Loss on derivatives |
3,655 |
2,350 |
||||||
|
Stock-based compensation |
1,051 |
985 |
||||||
|
Deferred taxes |
6,647 |
4,693 |
||||||
|
Earnings in unconsolidated investments, net |
(18,212) |
(16,876) |
||||||
|
Distributions from unconsolidated investments |
13,548 |
16,487 |
||||||
|
Other reconciling items |
2,982 |
(439) |
||||||
|
Changes in operating assets and liabilities: |
||||||||
|
Funds deposited by counterparty |
12,036 |
1,658 |
||||||
|
Trade receivables |
(5,742) |
(8,432) |
||||||
|
Prepaid expenses |
2,193 |
946 |
||||||
|
Other current assets |
62 |
(4,083) |
||||||
|
Other assets (non-current) |
(1,346) |
2,992 |
||||||
|
Accounts payable and other accrued liabilities |
(18,716) |
(4,418) |
||||||
|
Counterparty deposit liability |
(12,036) |
(1,658) |
||||||
|
Accrued interest |
(9,144) |
(2,725) |
||||||
|
Other current liabilities |
72 |
(975) |
||||||
|
Long-term liabilities |
3,904 |
3,272 |
||||||
|
Contingent liabilities |
(87) |
— |
||||||
|
Derivatives |
228 |
— |
||||||
|
Net cash provided by operating activities |
27,824 |
43,752 |
||||||
|
Investing activities |
||||||||
|
Cash paid for acquisitions, net of cash and restricted cash acquired |
(157,543) |
(275) |
||||||
|
Capital expenditures |
(61,282) |
(1,328) |
||||||
|
Distributions from unconsolidated investments |
— |
4,205 |
||||||
|
Other assets |
(16,720) |
83 |
||||||
|
Investment in Pattern Development 2.0 |
(35,156) |
— |
||||||
|
Net cash provided by (used in) investing activities |
(270,701) |
2,685 |
||||||
|
Financing activities |
||||||||
|
Dividends paid |
(41,358) |
(35,522) |
||||||
|
Capital distributions - noncontrolling interest |
(9,187) |
(2,647) |
||||||
|
Payment for financing fees |
(5,448) |
(5,025) |
||||||
|
Proceeds from revolving credit facility |
283,000 |
— |
||||||
|
Repayment of revolving credit facility |
(35,000) |
(180,000) |
||||||
|
Proceeds from long-term debt |
113,116 |
350,000 |
||||||
|
Repayment of long-term debt |
(19,166) |
(10,326) |
||||||
|
Repayment of note payable - related party |
(909) |
— |
||||||
|
Other financing activities |
826 |
(2,003) |
||||||
|
Net cash provided by financing activities |
285,874 |
114,477 |
||||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
(611) |
— |
||||||
|
Net change in cash, cash equivalents and restricted cash |
42,386 |
160,914 |
||||||
|
Cash, cash equivalents and restricted cash at beginning of period |
137,980 |
109,371 |
||||||
|
Cash, cash equivalents and restricted cash at end of period |
$ |
180,366 |
$ |
270,285 |
||||
|
Supplemental disclosures |
||||||||
|
Cash payments for income taxes |
$ |
60 |
$ |
247 |
||||
|
Cash payments for interest expense |
$ |
32,617 |
$ |
22,607 |
||||
|
Business combination: |
||||||||
|
Assets acquired, net of cash and restricted cash acquired |
$ |
627,241 |
$ |
— |
||||
|
Liabilities assumed |
352,570 |
— |
||||||
|
Less: Noncontrolling interests |
11,113 |
— |
||||||
|
Net assets acquired, net of cash and restricted cash acquired |
$ |
263,558 |
$ |
— |
||||
|
Schedule of non-cash activities |
||||||||
|
Change in property, plant and equipment |
$ |
122,161 |
$ |
956 |
||||
|
Accrual of dividends |
$ |
45 |
$ |
— |
||||
|
Accrual of deferred financing costs |
$ |
— |
$ |
1,640 |
||||
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-reports-first-quarter-2018-financial-results-300646168.html
SOURCE Pattern Energy Group Inc.
Article Date
5/10/2018Pattern Energy to Host 2018 First Quarter Results Conference Call
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, April 26, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its first quarter 2018 financial results by press release on Thursday, May 10, 2018, prior to market open. The Company will subsequently hold a conference call that same day, Thursday, May 10, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
|
Conference Call Details |
|
|
DATE: |
Thursday, May 10, 2018 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
5748379 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 25 wind and solar power facilities, including one project it has agreed to acquire, with a total owned interest of 2,942 MW in the United States, Canada, Japan and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
|
Contacts: |
|
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-to-host-2018-first-quarter-results-conference-call-300637673.html
SOURCE Pattern Energy Group Inc.
Article Date
4/26/20184/11/2018 - Pattern Development Completes 147 MW Wind Project in Québec, Becoming Canada's Largest Wind Power Producer
Pattern Development Completes 147 MW Wind Project in Québec, Becoming Canada's Largest Wind Power Producer
Source: PR Newswire
SAN FRANCISCO, April 11, 2018 /PRNewswire/ -- Pattern Energy Group LP (Pattern Development) today announced the completion of its 147 megawatt (MW) Mont Sainte-Marguerite Wind power facility. Mont Sainte-Marguerite Wind is located approximately 50 kilometers south of Québec City, in the Chaudière-Appalaches region. As announced in June 2017, the facility will be acquired by Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (Pattern Energy) and PSP Investments. Closing is expected in the coming weeks.
"The successful completion of our first project in Québec brings our total operational capacity in Canada to 1,533 MW, making Pattern the largest wind power producer in the country with nine facilities across four provinces," said Mike Garland, CEO of Pattern Development. "Mont Sainte-Marguerite Wind brought strong economic benefits to the Beauce region through its use of local construction workers from Québec and Siemens Gamesa wind turbines with locally-sourced components, supporting manufacturers in the province. Going forward the facility will generate millions of dollars for our community partners, the municipalities of Sacré-Coeur-de-Jésus, Saint-Sylvestre and Saint-Séverin."
"Congratulations to our partners on the commissioning of the Mont Sainte-Marguerite Wind farm," said David Hickey, head of the Siemens Gamesa business in Canada. "With towers and hubs produced by local workers in the Gaspésie region, this wind farm is another great example of the positive economic impact the wind power industry has for the region and is a progressive step towards environmental sustainability."
The Mont Sainte-Marguerite Wind facility is utilizing 46 Siemens Gamesa innovative 3.2 MW direct drive wind turbines with components made in Canada, including the turbine hubs and towers, which were built in Québec, leveraging the highly-skilled labor force and manufacturing facilities in the province. The turbine hubs were provided by Québec-based Group FabDelta. The turbine blades were manufactured in Ontario and the towers were manufactured by Marmen at the company's facility in Matane, Québec.
More than 350 skilled workers were employed on site at the peak of construction activity and Mont Sainte-Marguerite Wind has approximately ten permanent employees for ongoing operations and maintenance, in addition to utilizing a number of local contractors.
Mont Sainte-Marguerite Wind is bringing strong economic benefits to the local community, including more than $775,000 annually to Pattern Development's community partners, the municipalities of Sacré-Coeur-de-Jésus, Saint-Sylvestre and Saint-Séverin, which are stakeholders in the facility and active participants in its development.
The facility operates under a 25-year power purchase agreement (PPA) with Hydro-Québec Distribution. Mont Sainte-Marguerite Wind facility is expected to generate enough power for approximately 28,000 Québec homes annually, according to power use statistics from Hydro-Québec. The facility site, located on one of the higher elevations in Southern Québec, has one of the strongest wind resources in the region.
The Mont Sainte-Marguerite Wind facility was constructed by Borea Construction, under the supervision of Pattern Development's construction management team.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly-experienced team has developed, financed and placed into operation more than 4,500 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Mexico City, Santiago, Chile, and Tokyo, Japan. For more information, visit www.patterndev.com.
Contact:
Matt Dallas
Pattern Development
917-363-1333
matt.dallas@patternenergy.com
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-development-completes-147-mw-wind-project-in-quebec-becoming-canadas-largest-wind-power-producer-300628012.html
SOURCE Pattern Energy Group LP
Article Date
4/11/2018Pattern Energy Completes First Wind Power Facility in Japan
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, March 22, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (Pattern Energy) today announced the completion of its 33 megawatt (MW) Ohorayama Wind power facility, which is located in Japan's Kochi Prefecture.
"Ohorayama Wind is our first wind project in Japan to complete construction and it was on schedule and under budget. Ohorayama will be followed by the Tsugaru project, which has started construction and will be the largest wind power facility in Japan when it's completed in 2020," said Mike Garland, CEO of Pattern Energy. "We have built a sound foundation for growing our business in Japan, which is one of the most robust renewables markets in the world. Our projects have been developed, constructed and will be operated by our affiliate and partner, GPI, which has one of the best development pipelines in Japan consisting of 2.4 gigawatts of wind projects."
Ohorayama Wind operates under a 20-year power purchase agreement with Shikoku Electric Power Company, which has an A- credit rating. Located in Kochi Prefecture, on the island of Shikoku, Ohorayama Wind consists of eleven 3.0 MW GE wind turbines.
Including Ohorayama Wind, Pattern Energy has five renewable energy facilities in Japan, including four in operations and one in construction, totaling 206 MW of owned capacity.
The Ohorayama Wind facility was jointly developed by Pattern Energy Group LP (Pattern Development) and Green Power Investment Corporation (GPI).
About GPI
Green Power Investment Corporation (GPI) is a Japanese developer, owner and operator of renewable energy assets. The founder of GPI, Toshio Hori, was one of the earliest pioneers in renewable energy, having built some of the first large scale wind power projects in Japan, the United States and Europe. GPI is headquartered in Tokyo and has a team of professionals covering all areas of expertise necessary to operate and manage a full-scale renewable energy business. GPI's development portfolio totals 2.4 gigawatts of wind capacity, including 600 MW of wind projects that have FiT certifications. Pattern Development holds a majority interest in GPI.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly-experienced team has developed, financed and placed into operation more than 5,000 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Mexico City, Santiago, Chile, and Tokyo, Japan. For more information, visit patterndev.com.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 25 wind and solar power facilities, including one project it has agreed to acquire, with a total owned interest of 2,942 MW in the United States, Canada, Japan and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the completion date of the Tsugaru Wind project and the nature of GPI's development pipeline. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contact:
Matt Dallas
Pattern Energy
917-363-1333
matt.dallas@patternenergy.com
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-completes-first-wind-power-facility-in-japan-300617968.html
SOURCE Pattern Energy Group Inc.
Article Date
3/22/2018Pattern Development Completes Financing of Stillwater Wind Project in Montana
Source: PR Newswire
SAN FRANCISCO, March 14, 2018 /PRNewswire/ -- Pattern Energy Group 2 LP ("Pattern Development") today announced completion of a construction financing, letter of credit facility and term tax equity financing commitment for the approximately 79.75 megawatt (MW) Stillwater Wind project located in Stillwater County, Montana.
"This successful closing of construction financing for our first wind project in Montana demonstrates our access to low cost debt and continued attractive tax equity for our projects," said Mike Garland, CEO of Pattern Development. "We are continuing to advance our extensive development portfolio, which totals more than 10 GW of wind, solar and transmission projects. Our pipeline includes a second project in Montana, which we look forward to telling you more about in the near future."
Stillwater Wind has entered into a 25-year Power Purchase Agreement for 100% of the energy produced. The project will interconnect to the local transmission provider's 230-kV transmission line via a newly constructed 230-kV switching station. Stillwater Wind will utilize a total of 31 Siemens Gamesa wind turbines comprised of five 2.3 MW turbines with 108 meter rotors and 26 2.625 MW turbines with 120 meter rotors.
Construction of the project has begun and it is expected to reach commercial operation in September of this year. During each year of operations, the 79.75 MW facility will generate energy equal to the needs of more than 23,000 Montana homes.
During construction the project will create approximately 80 jobs within the local and regional communities and will employ approximately six full-time personnel during operations. In addition, the two construction contractors responsible for construction of the Stillwater Wind project are both headquartered in Montana.
Over the first 25 years of the facility's operational life it is expected to produce more than $18 million in local county tax revenue. The local county will also receive fee payments from the project.
Affiliate company Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy") has previously added Stillwater Wind to its list of identified Right of First Offer (iROFO) projects.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly-experienced team has developed, financed and placed into operation more than 4,500 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Mexico City, Santiago, Chile, and Tokyo, Japan. For more information, visit www.patterndev.com.
Contact:
Matt Dallas
Pattern Development
917-363-1333
matt.dallas@patternenergy.com
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-development-completes-financing-of-stillwater-wind-project-in-montana-300613592.html
SOURCE Pattern Energy Group LP
Article Date
3/14/2018Pattern Energy Announces Remediation of Material Weakness
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, March 2, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy") today announced it has remediated the weakness on its internal control over financial reporting that was stated in its 2016 third quarter earnings press release, effective today with its filing of the 10-K for Dec 31, 2017.
"We have successfully remediated the material weakness of our internal controls as of the end of 2017," said Mike Garland, CEO of Pattern Energy. "I'm proud of our team members that were instrumental in achieving the remediation and the focus and skills they brought to this work. These efforts have laid the foundation for improvements including opportunities to automate and streamline our back-office processes which we will be actively working on this year."
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 25 wind and solar power facilities, including six projects it has agreed to acquire, with a total owned interest of 2,942 MW in the United States, Canada, Japan and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding opportunities to automate and streamline bac-office processes. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-announces-remediation-of-material-weakness-300607385.html
SOURCE Pattern Energy Group Inc.
Article Date
3/2/2018Pattern Energy Reports Fourth Quarter and Year End 2017 Financial Results
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
- Declares dividend of $0.422 per Class A common share for first quarter 2018 -
SAN FRANCISCO, March 1, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ and TSX: PEGI) today announced its financial results for the 2017 fourth quarter and year.
Highlights
(Comparisons made between fiscal 2017 and fiscal 2016 results, unless otherwise noted)
"We met our targeted CAFD range for the year, however the result was not as strong as we had anticipated primarily due to unexpected curtailments from one-time transmission repairs in Texas and Arizona, as well as weaker than expected wind resources at the very end of the year. We increased our portfolio to nearly three gigawatts, with the additions of Broadview, Meikle and the Japanese portfolio since the beginning of 2017," said Mike Garland, President and CEO of Pattern Energy. "We paid for these acquisitions from available liquidity. Our investment in the development business strengthened the platform and improved alignment across the business providing greater flexibility. We continue to have many opportunities for growth; however, we intend to be disciplined in our approach toward new capital given the recent volatility in the capital markets and we intend to pursue alternatives for owning and managing quality projects. The capital we captured from the sale of a minority interest in the Panhandle 2 project in December is just one example of the alternatives we can consider to fund future growth."
Financial Results
Pattern Energy sold 2,123,628 MWh of electricity on a proportional basis in the fourth quarter of 2017 compared to 1,817,651 MWh sold for the same period in 2016. Pattern Energy sold 7,787,411 MWh of electricity on a proportional basis for the year ended December 31, 2017 (the "full year 2017"), compared to 6,806,272 MWh sold in 2016. The increase for the quarterly period was primarily due to the commencement of commercial operations of the Broadview projects in April 2017 and the acquisition of Meikle in the third quarter of 2017. Production for the quarter was 9% below the long-term average forecast for the quarter. The increase in the annual period was primarily attributable to a 748,277 MWh increase in volume from controlling interest in consolidated MWh due to the acquisitions of the Broadview and Meikle projects and a 232,862 MWh increase in volume from unconsolidated investments due to the acquisition of Armow in October 2016.
Net cash provided by operating activities was $58.3 million for the fourth quarter of 2017 compared to $56.3 million for the same period in 2016, an increase of $2.0 million or 3.5%. The increase was primarily due to increased revenues of $26.1 million (excluding the unrealized loss on energy derivative and amortization of PPAs) primarily related to projects which were acquired in 2017. These increases in operating cash flow were partially offset by an increase of $9.5 million in transmission and project expense, an increase of $5.3 million in interest payments, a decrease of $3.8 million in distributions from unconsolidated investments and other changes to working capital as a result of the timing of receipts of payments and disbursements.
Net cash provided by operating activities was $217.6 million for the full year 2017 compared to $163.7 million for 2016, an increase of $53.9 million, or 33.0%. The increase was primarily due to higher revenues of $49.0 million (excluding the unrealized loss on energy derivative and amortization of PPAs) primarily from projects which were acquired in 2017, and an increase of $38.9 million in distributions from unconsolidated investments. These increases were partially offset by an increase of $21.2 million in transmission and project expense, an increase of $16.3 million in interest payments, an increase of $7.0 million in operating expenses and other changes to working capital as a result of the timing of receipts of payments and disbursements.
Cash available for distribution was $41.9 million for the fourth quarter of 2017 compared to $36.2 million for the same period in 2016. The $5.7 million increase in cash available for distribution was due to increases of $26.1 million in revenues (excluding the unrealized loss on energy derivative and amortization of PPAs) primarily from projects which were acquired during 2017 and $7.2 million in available cash previously restricted to fund project costs. These increases were partially offset by increased interest expense of $11.4 million (excluding amortization of financing costs and debt discount/premium) primarily due to the issuance of the unsecured notes in January 2017 and debt associated with acquisitions, increased transmission costs of $7.1 million, decreased network upgrade reimbursements of $4.5 million and decreased distributions from unconsolidated investments of $3.3 million, as well as, $2.1 million in increased principal payments on project-level debt, as compared to amounts from the same period in the prior year.
Cash available for distribution was $145.8 million for the full year 2017 compared to $133.0 million for 2016. Based on dividends paid during 2017, Pattern Energy's dividend payout ratio was 100% of 2017 cash available for distribution. The $12.8 million increase in cash available for distribution was due to additional revenues of $49.0 million (excluding the unrealized loss on energy derivative and amortization of PPAs) primarily from projects which were acquired or commenced commercial operations during 2017. In addition, we received $10.6 million in additional cash distributions from our unconsolidated investments, an incremental $6.6 million in available cash previously restricted to fund project costs and an additional $4.5 million in network upgrade reimbursements primarily related to the Broadview projects as compared to amounts received during the same period in the prior year. These increases were partially offset by increased interest expense of $23.0 million primarily due to the issuance of the unsecured notes in January 2017 and debt associated with our acquisitions, increased transmission costs and project expense totaling $21.2 million, increased operating expenses of $7.0 million, increased principal payments on project-level debt of $3.6 million and increased distributions to noncontrolling interests of $2.4 million. Reconciliations of cash available for distribution to net cash provided by operating activities determined in accordance with GAAP for both the quarterly and annual periods are shown below.
Net loss was $21.9 million in the fourth quarter of 2017, compared to net income of $3.4 million for the same period in 2016. The increase in net loss for the quarterly period was primarily due to a $34.3 million increase in other expense primarily related to increases in interest expense, early extinguishment of debt, losses on derivatives due to unfavorable impacts from foreign currency exchange rates and the termination of interest rate swaps and a $19.8 million increase in cost of revenues primarily related to 2017 acquisitions. The increase in net loss was partially offset by increased revenues of $29.7 million primarily related to 2017 acquisitions.
Net loss was $82.4 million for the full year 2017 compared to $52.3 million for 2016. The increase in net loss for the annual period was primarily due to a $45.3 million increase in cost of revenues primarily due to 2017 acquisitions, a $32.0 million increase in other expense primarily related to increases in interest expense, early extinguishment of debt, losses on derivatives due to unfavorable impacts from foreign currency exchange rates and the termination of interest rate swaps, a $7.0 million increase in operating expense and a $3.1 million increase in the tax provision. The increase in net loss was partially offset by increased revenues of $57.3 million.
Adjusted EBITDA was $98.9 million for the fourth quarter of 2017 compared to $85.1 million for the same period in 2016. Adjusted EBITDA for the full year 2017 was $343.7 million compared to $304.2 million for 2016. The $13.8 million increase in Adjusted EBITDA for the quarterly period was primarily attributable to an increase of $26.1 million in revenues (excluding unrealized loss on energy derivative and amortization of PPAs) primarily from projects acquired during 2017, partially offset by an increase of $9.5 million in transmission cost and project expense, as well as a $2.3 million decrease in the proportionate share of Adjusted EBITDA from unconsolidated investments. The $39.5 million increase in the annual period was primarily due to a $49.0 million increase in revenue (excluding unrealized loss on the energy derivative and amortization of PPAs) attributable to projects which were acquired or commenced commercial operations in 2017 and a $20.9 million increase in our proportionate share of Adjusted EBITDA from unconsolidated investments partially offset by a $21.2 million increase in transmission and project expense, a $7.0 million increase in operating expenses and a $1.0 million increase in transaction costs. Reconciliations of Adjusted EBITDA to net loss determined in accordance with GAAP for both the quarterly and annual periods are shown below.
2018 Financial Guidance
For the full year 2018, Pattern Energy expects annual cash available for distribution* in a range of $151 million to $181 million, representing an increase of 14% at the midpoint of the range, compared to cash available for distribution in 2017.
|
(*) |
The forward looking measure of 2018 full year cash available for distribution (CAFD) is a non-GAAP measures that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2017 Annual Report on Form 10-K for the period ended December 31, 2017. |
Quarterly Dividend
Pattern Energy declared a dividend for the first quarter 2018, payable on April 30, 2018, to holders of record on March 30, 2018, in the amount of $0.422 per Class A common share, which represents $1.688 on an annualized basis. The amount of the first quarter 2018 dividend is unchanged from the fourth quarter 2017 dividend.
Construction Pipeline
The table below outlines the projects that Pattern Energy has agreed to acquire, which are currently in construction, the capacity owned and the projects' anticipated commencement date for commercial operation.
|
MW | |||||||||||
|
Project |
Location |
Construction |
Commercial |
Rated (2) |
Owned | ||||||
|
Mont Sainte-Marguerite |
Quebec |
2017 |
2018 |
143 |
73 | ||||||
|
Ohorayama |
Japan |
2016 |
2018 |
33 |
33 | ||||||
|
Tsugaru |
Japan |
2018 |
2020 |
122 |
122 | ||||||
|
(1) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(2) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine may not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
Acquisitions
Subsequent to the end of the period, Pattern Energy agreed to acquire 206 MW of owned interest in five projects in operation or under construction located in Japan from Pattern Development 1.0 and GPI. Pattern Energy agreed to acquire two operating solar projects (Futtsu and Kanagi), one operating wind project (Otsuki) and two under construction wind projects (Ohorayama and Tsugaru), each of which possess a 20-year power purchase agreement with attractive pricing from a top tier, creditworthy off-taker.
Pattern Energy agreed to acquire the 84 MW portfolio of Futtsu, Kanagi, Otsuki and Ohorayama for a cash purchase price of $131.5 million, which represents approximately a 10.5x multiple of the five-year average CAFD*.
Pattern Energy agreed to acquire the 122 MW Tsugaru project at the start of construction, once fully financed on a non-recourse basis, for a total cash consideration of $194.0 million, which represents a 9.0x multiple of the five-year average CAFD* starting with the first full year of operations in 2021.
|
(*) |
This forward looking measure of five-year average annual purchase price multiple of cash available for distribution (CAFD) contribution from the Japan projects is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2017 Annual Report on Form 10-K for the period ended December 31, 2017. |
Acquisition Pipeline
Pattern Development 1.0 and Pattern Development 2.0 (together, the Pattern Development Companies) have a pipeline of development projects totaling more than 10 GW. Pattern Energy has a Right of First Offer ("ROFO") on the pipeline of acquisition opportunities from the Pattern Development Companies. The identified ROFO list stands at 935 MW of owned capacity and represents a portion of the pipeline of development projects of the Pattern Development Companies, which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased, or agreed to purchase, 1,564 MW from Pattern Development 1.0 and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW.
Below is a summary of the identified ROFO projects that Pattern Energy expects to acquire from the Pattern Development Companies in connection with Pattern Energy's project purchase rights:
|
Capacity (MW) | ||||||||||||||
|
Identified |
Status |
Location |
Construction |
Commercial |
Contract |
Rated (3) |
Pattern | |||||||
|
Pattern Development 1.0 Projects |
||||||||||||||
|
Conejo Solar(5) |
Operational |
Chile |
2015 |
2016 |
PPA |
104 |
104 | |||||||
|
Belle River |
Operational |
Ontario |
2016 |
2017 |
PPA |
100 |
43 | |||||||
|
El Cabo |
Operational |
New Mexico |
2016 |
2017 |
PPA |
298 |
125 | |||||||
|
North Kent |
Operational |
Ontario |
2017 |
2018 |
PPA |
100 |
35 | |||||||
|
Henvey Inlet |
In construction |
Ontario |
2017 |
2019 |
PPA |
300 |
150 | |||||||
|
Pattern Development 2.0 Projects |
||||||||||||||
|
Stillwater Big Sky |
Late stage development |
Montana |
2017 |
2018 |
PPA |
79 |
67 | |||||||
|
Crazy Mountain |
Late stage development |
Montana |
2017 |
2019 |
PPA |
80 |
68 | |||||||
|
Grady |
Late stage development |
New Mexico |
2018 |
2019 |
PPA |
220 |
188 | |||||||
|
Sumita |
Late stage development |
Japan |
2019 |
2021 |
PPA |
100 |
55 | |||||||
|
Ishikari |
Late stage development |
Japan |
2019 |
2022 |
PPA |
100 |
100 | |||||||
|
1481 |
935 | |||||||||||||
|
(1) |
Represents year of actual or anticipated commencement of construction. |
|
(2) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(3) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of weather and other conditions, a project will not operate at its rated capacity at all times and the amount of electricity generated may be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
|
(4) |
Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by either Pattern Development 1.0's or Pattern Development 2.0's percentage ownership interest in the distributable cash flow of the project. |
|
(5) |
From time to time, we conduct strategic reviews of our markets. We have been conducting a strategic review of the market, growth, and opportunities in Chile. In the event we believe we can utilize funds that have already been invested in Chile or funds that might otherwise be invested in Chile in a more productive manner elsewhere that could generate a higher return on investment, we may decide to exit Chile for other opportunities with greater potential. In addition, Pattern Development 1.0 is also concurrently exploring strategic alternatives for its assets in Chile. |
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net loss to Adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three months ended December 31, |
For the year ended December 31, | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||||||||
|
Net cash provided by operating activities (1) |
$ |
58,283 |
$ |
56,293 |
$ |
217,613 |
$ |
163,664 |
|||||||
|
Changes in operating assets and liabilities |
(9,093) |
(11,800) |
(31,568) |
(11,000) |
|||||||||||
|
Network upgrade reimbursement |
346 |
4,821 |
9,282 |
4,821 |
|||||||||||
|
Release of restricted cash to fund project and general and administrative costs |
7,239 |
50 |
7,239 |
640 |
|||||||||||
|
Operations and maintenance capital expenditures |
(266) |
(138) |
(783) |
(1,017) |
|||||||||||
|
Distributions from unconsolidated investments |
2,147 |
1,632 |
13,358 |
41,698 |
|||||||||||
|
Other |
208 |
(172) |
2,182 |
(302) |
|||||||||||
|
Less: |
|||||||||||||||
|
Distributions to noncontrolling interests |
(6,549) |
(6,125) |
(20,250) |
(17,896) |
|||||||||||
|
Principal payments paid from operating cash flows |
(10,367) |
(8,312) |
(51,278) |
(47,634) |
|||||||||||
|
Cash available for distribution |
$ |
41,948 |
$ |
36,249 |
$ |
145,795 |
$ |
132,974 |
|||||||
|
Three months ended December 31, |
For the year ended December 31, | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||||||||
|
Net income (loss) |
$ |
(21,889) |
$ |
3,445 |
$ |
(82,410) |
$ |
(52,299) |
|||||||
|
Plus: |
|||||||||||||||
|
Interest expense, net of interest income |
27,678 |
15,692 |
100,687 |
76,598 |
|||||||||||
|
Tax provision |
6,257 |
4,641 |
11,734 |
8,679 |
|||||||||||
|
Depreciation, amortization and accretion |
58,863 |
47,028 |
215,492 |
184,002 |
|||||||||||
|
EBITDA |
70,909 |
70,806 |
245,503 |
216,980 |
|||||||||||
|
Unrealized loss on energy derivative (1) |
3,911 |
7,797 |
14,045 |
22,767 |
|||||||||||
|
(Gain) loss on derivatives |
(1,900) |
(14,361) |
9,787 |
3,324 |
|||||||||||
|
Early extinguishment of debt |
8,643 |
— |
8,643 |
— |
|||||||||||
|
Other |
(1,585) |
(27) |
— |
326 |
|||||||||||
|
Adjustments from unconsolidated investments (2) |
— |
18,914 |
— |
(659) |
|||||||||||
|
Plus, proportionate share from unconsolidated investments: |
|||||||||||||||
|
Interest expense, net of interest income |
10,132 |
9,325 |
39,240 |
32,103 |
|||||||||||
|
Depreciation, amortization and accretion |
8,921 |
8,139 |
35,311 |
27,763 |
|||||||||||
|
(Gain) loss on derivatives |
(133) |
(15,463) |
(8,829) |
1,552 |
|||||||||||
|
Adjusted EBITDA |
$ |
98,898 |
$ |
85,130 |
$ |
343,700 |
$ |
304,156 |
|||||||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
|
(2) |
Adjustments from unconsolidated investments for the three months ended December 31, 2016, consists of $4.9 million gains on distributions from unconsolidated investments and $(23.8) million of suspended equity earnings. Adjustments for the year ended December 31, 2016, consists of $19.9 million gains on distributions from unconsolidated investments and $(19.2) million of suspended equity earnings. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time on Thursday, March 1, 2018. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 7391418. The replay recording will be available until 11:59 p.m. Eastern Time, March 22, 2018.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 25 wind and solar power facilities, including six it has agreed to acquire, with a total owned interest of 2,942 MW in the United States, Canada, Japan and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to grow CAFD and to achieve the 2018 CAFD estimate, the ability to consummate the acquisitions of the projects the Company has agreed to acquire and the timing thereof, the Company's ability to pursue alternatives for owning and managing assets, the ability to be disciplined in its approach to new capital, that the investment in the development business strengthened the platform and improved alignment, the measures of five-year average annual purchase price of the acquisitions to CAFD, and the anticipated date for commercial operations of the projects under construction. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
|
Pattern Energy Group Inc. Consolidated Balance Sheets (In thousands of U.S. dollars, except share and par value data) | |||||||
|
December 31, | |||||||
|
2017 |
2016 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
116,753 |
$ |
83,932 |
|||
|
Restricted cash |
9,065 |
11,793 |
|||||
|
Funds deposited by counterparty |
29,780 |
43,635 |
|||||
|
Trade receivables |
54,900 |
37,510 |
|||||
|
Derivative assets, current |
19,445 |
17,578 |
|||||
|
Prepaid expenses |
17,847 |
13,803 |
|||||
|
Other current assets |
21,105 |
7,350 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $2,580 and $9,350 as of December 31, 2017 and December 31, 2016, respectively |
1,415 |
2,456 |
|||||
|
Total current assets |
270,310 |
218,057 |
|||||
|
Restricted cash |
12,162 |
13,646 |
|||||
|
Property, plant and equipment, net |
3,965,121 |
3,135,162 |
|||||
|
Unconsolidated investments |
311,223 |
233,294 |
|||||
|
Derivative assets |
9,628 |
26,712 |
|||||
|
Deferred financing costs |
7,784 |
4,052 |
|||||
|
Net deferred tax assets |
6,349 |
5,559 |
|||||
|
Finite-lived intangible assets, net |
136,048 |
91,895 |
|||||
|
Other assets |
22,906 |
24,390 |
|||||
|
Total assets |
$ |
4,741,531 |
$ |
3,752,767 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
53,615 |
$ |
31,305 |
|||
|
Accrued construction costs |
1,369 |
1,098 |
|||||
|
Counterparty deposit liability |
29,780 |
43,635 |
|||||
|
Accrued interest |
16,460 |
9,545 |
|||||
|
Dividends payable |
41,387 |
35,960 |
|||||
|
Derivative liabilities, current |
8,409 |
11,918 |
|||||
|
Revolving credit facility |
— |
180,000 |
|||||
|
Current portion of long-term debt, net |
51,996 |
48,716 |
|||||
|
Other current liabilities |
14,018 |
4,698 |
|||||
|
Total current liabilities |
217,034 |
366,875 |
|||||
|
Long-term debt, net |
1,878,735 |
1,334,956 |
|||||
|
Derivative liabilities |
20,972 |
24,521 |
|||||
|
Net deferred tax liabilities |
56,491 |
31,759 |
|||||
|
Finite-lived intangible liability, net |
51,194 |
54,663 |
|||||
|
Contingent liabilities |
62,398 |
576 |
|||||
|
Other long-term liabilities |
106,565 |
60,673 |
|||||
|
Total liabilities |
2,393,389 |
1,874,023 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 97,860,048 and 87,410,687 shares outstanding as of December 31, 2017 and December 31, 2016, respectively |
980 |
875 |
|||||
|
Additional paid-in capital |
1,234,846 |
1,145,760 |
|||||
|
Accumulated loss |
(112,175) |
(94,270) |
|||||
|
Accumulated other comprehensive loss |
(25,691) |
(62,367) |
|||||
|
Treasury stock, at cost; 157,812 and 110,964 shares of Class A common stock as of December 31, 2017 and December 31, 2016, respectively |
(3,511) |
(2,500) |
|||||
|
Total equity before noncontrolling interest |
1,094,449 |
987,498 |
|||||
|
Noncontrolling interest |
1,253,693 |
891,246 |
|||||
|
Total equity |
2,348,142 |
1,878,744 |
|||||
|
Total liabilities and equity |
$ |
4,741,531 |
$ |
3,752,767 |
|||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Three months ended December 31, |
For the year ended December 31, | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 |
||||||||||||
|
Revenue: |
|||||||||||||||
|
Electricity sales |
$ |
107,911 |
$ |
79,048 |
$ |
401,888 |
$ |
346,000 |
|||||||
|
Other revenue |
2,810 |
2,013 |
9,456 |
8,052 |
|||||||||||
|
Total revenue |
110,721 |
81,061 |
411,344 |
354,052 |
|||||||||||
|
Cost of revenue: |
|||||||||||||||
|
Project expense |
34,124 |
31,717 |
130,561 |
128,428 |
|||||||||||
|
Transmission costs |
7,259 |
146 |
19,472 |
424 |
|||||||||||
|
Depreciation and accretion |
54,007 |
43,708 |
198,644 |
174,490 |
|||||||||||
|
Total cost of revenue |
95,390 |
75,571 |
348,677 |
303,342 |
|||||||||||
|
Gross profit |
15,331 |
5,490 |
62,667 |
50,710 |
|||||||||||
|
Operating expenses: |
|||||||||||||||
|
General and administrative |
6,614 |
8,074 |
38,583 |
35,499 |
|||||||||||
|
Related party general and administrative |
3,236 |
2,519 |
13,825 |
9,900 |
|||||||||||
|
Total operating expenses |
9,850 |
10,593 |
52,408 |
45,399 |
|||||||||||
|
Operating income (loss) |
5,481 |
(5,103) |
10,259 |
5,311 |
|||||||||||
|
Other income (expense): |
|||||||||||||||
|
Interest expense |
(27,688) |
(15,870) |
(102,229) |
(78,004) |
|||||||||||
|
Gain (loss) on derivatives |
1,900 |
14,361 |
(9,787) |
(3,324) |
|||||||||||
|
Earnings in unconsolidated investments, net |
13,868 |
14,437 |
41,299 |
30,192 |
|||||||||||
|
Early extinguishment of debt |
(8,643) |
— |
(8,643) |
— |
|||||||||||
|
Net income (loss) on transactions |
263 |
27 |
(1,322) |
(326) |
|||||||||||
|
Other income (expense), net |
(813) |
234 |
(253) |
2,531 |
|||||||||||
|
Total other income (expense) |
(21,113) |
13,189 |
(80,935) |
(48,931) |
|||||||||||
|
Net income (loss) before income tax |
(15,632) |
8,086 |
(70,676) |
(43,620) |
|||||||||||
|
Tax provision |
6,257 |
4,641 |
11,734 |
8,679 |
|||||||||||
|
Net income (loss) |
(21,889) |
3,445 |
(82,410) |
(52,299) |
|||||||||||
|
Net loss attributable to noncontrolling interest |
(13,939) |
(10,350) |
(64,505) |
(35,188) |
|||||||||||
|
Net income (loss) attributable to Pattern Energy |
$ |
(7,950) |
$ |
13,795 |
$ |
(17,905) |
$ |
(17,111) |
|||||||
|
Weighted average number of common shares outstanding |
|||||||||||||||
|
Basic and diluted |
95,149,200 |
87,007,714 |
89,179,343 |
79,382,388 |
|||||||||||
|
Loss per share attributable to Pattern Energy |
|||||||||||||||
|
Basic and diluted |
$ |
(0.08) |
$ |
0.16 |
(0.20) |
(0.22) |
|||||||||
|
Dividends declared per Class A common share |
$ |
0.42 |
$ |
0.41 |
$ |
1.67 |
$ |
1.58 |
|||||||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Three months ended December 31, |
For the year ended December 31, | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 |
||||||||||||
|
Operating activities |
|||||||||||||||
|
Net income (loss) |
$ |
(21,889) |
$ |
3,445 |
$ |
(82,410) |
$ |
(52,299) |
|||||||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|||||||||||||||
|
Depreciation and accretion |
54,007 |
43,708 |
198,644 |
174,490 |
|||||||||||
|
Amortization of financing costs |
1,992 |
1,726 |
7,871 |
6,968 |
|||||||||||
|
Amortization of debt discount/premium, net |
1,204 |
1,079 |
4,583 |
4,226 |
|||||||||||
|
Amortization of power purchase agreements, net |
1,074 |
771 |
3,509 |
3,049 |
|||||||||||
|
(Gain) loss on derivatives |
(1,626) |
(7,518) |
16,243 |
22,239 |
|||||||||||
|
Stock-based compensation |
1,237 |
1,029 |
5,322 |
5,391 |
|||||||||||
|
Deferred taxes |
5,879 |
4,566 |
15,012 |
8,247 |
|||||||||||
|
Intraperiod tax allocation |
87 |
— |
(3,569) |
— |
|||||||||||
|
Earnings in unconsolidated investments, net |
(13,868) |
(14,437) |
(41,299) |
(30,192) |
|||||||||||
|
Distribution from unconsolidated investments |
10,837 |
14,638 |
53,930 |
15,015 |
|||||||||||
|
Early extinguishment of debt |
8,643 |
— |
8,643 |
— |
|||||||||||
|
Other reconciling items |
1,613 |
(4,514) |
(434) |
(4,470) |
|||||||||||
|
Changes in operating assets and liabilities: |
|||||||||||||||
|
Funds deposited by counterparty |
3,750 |
3,008 |
13,855 |
(43,635) |
|||||||||||
|
Trade receivables |
(7,481) |
1,718 |
(10,342) |
7,796 |
|||||||||||
|
Prepaid expenses |
529 |
1,714 |
(2,658) |
709 |
|||||||||||
|
Other current assets |
(1,731) |
(591) |
(11,521) |
(4,300) |
|||||||||||
|
Other assets (non-current) |
(480) |
514 |
1,977 |
1,379 |
|||||||||||
|
Accounts payable and other accrued liabilities |
1,254 |
112 |
17,643 |
(2,546) |
|||||||||||
|
Counterparty deposit liability |
(3,750) |
(3,008) |
(13,855) |
43,635 |
|||||||||||
|
Accrued interest |
9,434 |
6,475 |
5,550 |
458 |
|||||||||||
|
Other current liabilities |
530 |
65 |
8,570 |
876 |
|||||||||||
|
Long-term liabilities |
6,653 |
1,676 |
21,222 |
6,628 |
|||||||||||
|
Contingent liabilities |
80 |
117 |
822 |
— |
|||||||||||
|
Derivatives |
305 |
— |
305 |
— |
|||||||||||
|
Net cash provided by operating activities |
58,283 |
56,293 |
217,613 |
163,664 |
|||||||||||
|
Investing activities |
|||||||||||||||
|
Cash paid for acquisitions, net of cash and restricted cash acquired |
$ |
— |
$ |
(131,754) |
$ |
(227,840) |
$ |
(135,778) |
|||||||
|
Capital expenditures |
518 |
(1,347) |
(43,777) |
(32,901) |
|||||||||||
|
Distribution from unconsolidated investments |
2,147 |
1,632 |
13,358 |
41,698 |
|||||||||||
|
Other assets |
390 |
1,077 |
7,997 |
2,696 |
|||||||||||
|
Investment in Pattern Development 2.0 |
(7,324) |
— |
(68,813) |
— |
|||||||||||
|
Other investing activities |
(3) |
167 |
(3) |
31 |
|||||||||||
|
Net cash used in investing activities |
(4,272) |
(130,225) |
(319,078) |
(124,254) |
|||||||||||
|
Financing activities |
|||||||||||||||
|
Proceeds from public offering, net of issuance costs |
214,659 |
(285) |
237,090 |
286,298 |
|||||||||||
|
Dividends paid |
(37,264) |
(35,048) |
(145,207) |
(120,207) |
|||||||||||
|
Capital distributions - noncontrolling interest |
(6,549) |
(6,125) |
(20,250) |
(17,896) |
|||||||||||
|
Payment for financing fees |
(8,123) |
(408) |
(15,886) |
(542) |
|||||||||||
|
Proceeds from revolving credit facility |
10,000 |
155,000 |
333,000 |
175,000 |
|||||||||||
|
Repayment of revolving credit facility |
(263,000) |
(10,000) |
(513,000) |
(350,000) |
|||||||||||
|
Proceeds from long-term debt |
289,340 |
(8,312) |
693,735 |
— |
|||||||||||
|
Repayment of long-term debt |
(290,865) |
— |
(482,974) |
(47,634) |
|||||||||||
|
Payment for termination of designated derivatives |
316 |
— |
(14,056) |
— |
|||||||||||
|
Disposition of controlling interest, net |
57,846 |
— |
57,846 |
— |
|||||||||||
|
Other financing activities |
(1,927) |
(1,048) |
(5,639) |
(1,682) |
|||||||||||
|
Net cash provided by (used in) financing activities |
(35,567) |
93,774 |
124,659 |
(76,663) |
|||||||||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
1,463 |
(1,418) |
5,415 |
332 |
|||||||||||
|
Net change in cash, cash equivalents and restricted cash |
19,907 |
18,424 |
28,609 |
(36,921) |
|||||||||||
|
Cash, cash equivalents and restricted cash at beginning of period |
118,073 |
90,947 |
109,371 |
146,292 |
|||||||||||
|
Cash, cash equivalents and restricted cash at end of period |
$ |
137,980 |
$ |
109,371 |
$ |
137,980 |
$ |
109,371 |
|||||||
|
Supplemental disclosures |
|||||||||||||||
|
Cash payments for income taxes |
$ |
— |
$ |
142 |
$ |
335 |
$ |
375 |
|||||||
|
Cash payments for interest expense |
$ |
15,830 |
$ |
10,494 |
$ |
85,930 |
$ |
69,666 |
|||||||
|
Schedule of non-cash activities |
|||||||||||||||
|
Change in property, plant and equipment |
$ |
2,071 |
$ |
430 |
$ |
2,071 |
$ |
540 |
|||||||
|
Change in additional paid-in capital |
$ |
(2,003) |
$ |
— |
$ |
(2,003) |
$ |
— |
|||||||
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-reports-fourth-quarter-and-year-end-2017-financial-results-300606515.html
SOURCE Pattern Energy Group Inc.
Article Date
3/1/20182/26/2018 - Pattern Energy to Enter Japan Market with Acquisition of Projects and a Modest Investment in Development
Pattern Energy to Enter Japan Market with Acquisition of Projects and a Modest Investment in Development
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, Feb. 26, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced a series of transactions highlighted by: 1) agreements to acquire 206 megawatts ("MW") of owned capacity in projects from Pattern Energy Group LP ("Pattern Development 1.0") and Green Power Investments ("GPI"); and 2) an additional investment in Pattern Energy Group 2 LP ("Pattern Development 2.0") to fund the acquisition of a controlling interest in GPI, a Japanese renewable developer, from Pattern Development 1.0.
"These investments represent Pattern Energy's entry into the exciting Japanese renewables market by acquiring a portfolio of projects and by making an additional investment in Pattern Development 2.0 to fund a well-established operating and development management team, GPI," said Mike Garland, CEO of Pattern Energy. "Japan is one of the largest electrical grids in the world and has one of the most robust renewable energy markets. Under the Feed-in Tariff ("FiT") power contracts, these initial projects average ¥25,340 per megawatt hour ("MWh") (or the equivalent of $230/MWh at an ¥110/USD exchange rate). GPI's development pipeline consists of 2.4 gigawatts ("GW") of projects, including 600 MW of wind capacity which have qualified for FiT contracts. Additionally, we believe that as we grow our portfolio, we will be able to enhance our economics over time with the use of local, low cost capital."
Transaction Highlights
Futtsu Solar
The Futtsu Solar project commenced commercial operations in the first quarter of 2016 and operates under a 20-year power purchase agreement with TEPCO Energy Partner, a retail division of parent company Tokyo Electric Power Company Holdings, which has a Ba2 credit rating.
Located just outside Tokyo in Chiba prefecture, the 29 MW Futtsu Solar project utilizes Kyocera solar panels.
Kanagi Solar
The Kanagi Solar project commenced commercial operations in the first quarter of 2016 and operates under a 20-year power purchase agreement with Chugoku Electric Power Company, which has an A3 credit rating.
Located in Shimane prefecture, the 10 MW Kanagi Solar project utilizes Kyocera solar panels.
Otsuki Wind
The Otsuki Wind project commenced commercial operations in the fourth quarter of 2006 and operates under a 20-year power purchase agreement with Shikoku Electric Power Company, which has an A- credit rating.
Located just a few miles from the Ohorayama Wind project in the Kochi prefecture, the 12 MW Otsuki Wind project consists of twelve Mitsubishi wind turbines.
Ohorayama Wind
The Ohorayama Wind project is expected to commence commercial operations in March 2018 and will operate under a 20-year power purchase agreement with Shikoku Electric Power Company, which has an A- credit rating.
Located in Kochi prefecture, on the island of Shikoku, the 33 MW Ohorayama Wind project consists of eleven 3.0 MW GE wind turbines.
The $131.5 million acquisition price for the 84 MW project portfolio (Futtsu, Kanagi, Otsuki and Ohorayama) and the $27 million investment in Pattern Development 2.0 will be funded from existing corporate liquidity sources. Pattern Energy will also enter into a 12-year hedge agreement for the four projects to manage the foreign exchange movements of the cash flows from the Japanese assets. The acquisition and funding of these projects is expected to close in March 2018.
Tsugaru Wind
The Tsugaru Wind project is expected to commence commercial operations in mid-2020 and will operate under a 20-year power purchase agreement with Tohoku Electric Power Company (unrated).
Located in Aomori prefecture, the 122 MW Tsugaru Wind project will consist of 38, 3.2 MW GE wind turbines.
The $194.02 million total consideration for the acquisition of the Tsugaru project is split into two payments and will be financed such that no Pattern Energy corporate capital is required until commencement of commercial operations. The initial payment totaling approximately $79.72 million will be funded at the closing of construction financing for the project utilizing existing liquidity. Local construction debt bridge facilities will close shortly thereafter replacing this capital and will provide a natural foreign exchange hedge during the construction period. The second cash consideration payment of ¥12.567 billion is payable to Pattern Development 1.0 upon the term conversion of the construction loan3, which is expected in mid-2020. As part of the agreement, Pattern Development 1.0 has agreed to reimburse Pattern Energy for construction cost overruns up to a cap.
Japanese Renewables Market
The Japan power market consists of 248 GW of installed capacity of all forms serving 985 terawatt hours ("TWh") of demand.4 The Japanese Wind Power Association is targeting 36 GW of installed wind capacity by 2030 from a base of approximately 3 GW in 2016. Power purchase agreement prices range from US$220 to US$360/MWh.
The Conflicts Committee of the Board of Directors of Pattern Energy, which is comprised entirely of independent directors, reviewed and recommended the terms of the acquisitions for approval by the Board of Directors, and it was approved by the Board. The Conflicts Committee was advised on financial matters by Evercore Group L.L.C., which also provided a fairness opinion.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 25 wind and solar power facilities, including six projects it has agreed to acquire, with a total owned interest of 2,942 MW in the United States, Canada, Japan and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit patternenergy.com.
About GPI
Green Power Investments Corp. ("GPI") is a Japanese developer, owner and operator of renewable energy assets. The founder of GPI, Toshio Hori, was one of the earliest pioneers in renewable energy, having built some of the first large scale wind power projects in Japan, the United States and Europe. GPI is headquartered in Tokyo and has a team of professionals covering all areas of expertise necessary to operate and manage a full-scale renewable energy business. GPI's development portfolio totals 2.4 GW of wind and solar capacity, including 600 MW of wind projects that have qualified FiT contracts. In 2016, Pattern Development 1.0 acquired a majority interest in GPI.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the five-year average annual CAFD generated by the Japanese projects, the outlook of the Company's growth in Japan, the timing of the closing of the acquisitions of the various Japanese projects, the commercial operations date of certain Japanese projects, the U.S. dollar to Japanese yen foreign exchange rate at the time of the second payment for Tsugaru, the ability of the hedge to manage foreign exchange movements in cash flow from the Japanese assets, and the outlook for renewable energy and prices in the Japanese market. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
|
1) |
This forward looking measure of five-year average annual purchase price multiple of cash available for distribution (CAFD) contribution from the Japanese projects is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2017 Quarterly Report on Form 10-Q for the period ended September 30, 2017. |
|
2) |
Based on a Japanese yen to USD exchange rate of ¥110 |
|
3) |
To the extent the term conversion of the construction loan does not occur, the second cash consideration payment will be made upon the commencement of commercial operations at Tsugaru |
|
4) |
Bloomberg New Energy Finance, June 2017 |
|
Contacts: |
|
|
Media Relations |
Investor Relations |
|
Matt Dallas |
Ross Marshall |
|
917-363-1333 |
416-526-1563 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-to-enter-japan-market-with-acquisition-of-projects-and-a-modest-investment-in-development-300604420.html
SOURCE Pattern Energy Group Inc.
Article Date
2/26/2018Pattern Energy to Host 2017 Fourth Quarter and Year End Results Conference Call
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, Feb. 21, 2018 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its fourth quarter 2017 financial results by press release on Thursday, March 1, 2018, prior to market open. The Company will subsequently hold a conference call that same day, Thursday, March 1, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
|
Conference Call Details | |
|
DATE: |
Thursday, March 1, 2018 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
7391418 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including one project it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
|
Contacts: | |
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
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SOURCE Pattern Energy Group Inc.
Article Date
2/21/2018Pattern Development and Henvey Inlet First Nation Complete C$1 Billion Financing and Start Construction of Largest First Nation Wind Project in Canada
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
300 MW wind power project will have highest hub heights in North America and create up to 500 construction jobs
SAN FRANCISCO, Dec. 26, 2017 /PRNewswire/ -- Pattern Energy Group LP ("Pattern Development") today announced completion of a C$1 billion financing for the 300 megawatt (MW) Henvey Inlet Wind project located on Henvey Inlet First Nation Reserve No. 2 on the northeast shore of the Georgian Bay in Ontario. Pattern Development and Nigig Power Corporation, a wholly-owned subsidiary of Henvey Inlet First Nation, are joint venture partners in the project.
"This landmark project is a first on many fronts: largest wind project in Ontario, largest on-reserve wind installation in Canada, highest hub heights in North America, and the first to develop a First Nation Environmental Stewardship Regime under the First Nations Lands Management Act," said Mike Garland, CEO of Pattern Development. "We are proud to be partners with Henvey Inlet First Nation. Together we're excited to kick off construction on this historic project that will harness the strong and steady winds blowing across the Georgian Bay to create hundreds of local jobs and provide a significant new source of revenue for Henvey Inlet First Nation."
"This will be the first wind power project on First Nation land, representing an economic turning point in which we are creating a prosperous future," said Chief Wayne McQuabbie of Henvey Inlet First Nation. "This project's watershed permitting and real estate regime sets an example for responsible economic development that protects and preserves First Nation land while also generating revenue for future generations. The project also benefits Magnetawan and Shawanaga First Nations with income and employment opportunities."
"We aren't just building a wind farm, we're building an economy," said Ken Noble, President and CEO, Nigig Power Corporation. "The net proceeds over the next two decades of operations will provide the financial resources to transform the local economy, expand all community services, relieve poverty, and create employment."
Henvey Inlet Wind will utilize 87 Vestas 3.45 MW turbines with a 136-meter rotor diameter and 132-meter hub height. The project has a 20-year Power Purchase Agreement with the Independent Electricity System Operator (IESO) for 100% of its production.
The project will create up to 500 jobs during construction. Once operational the project will employ approximately 15 permanent full-time workers and also create the need for more than 100 ongoing indirect jobs.
Once operational in the first half of 2019, Henvey Inlet Wind will generate clean power for approximately 100,000 Ontario homes each year. It is expected to generate lease royalties of more than C$8 million annually for the Henvey Inlet First Nation, in addition to significant income from project distributions.
Henvey Inlet Wind is being jointly developed and will continue to be jointly owned and operated by Pattern Development and Henvey Inlet First Nation. Pattern Development owns a 50% interest in the project, and Nigig Power Corporation owns the other 50% of the project.
Affiliate company Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy") has previously added the Henvey Inlet Wind project to its list of identified Right of First Offer (iROFO) projects.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly-experienced team has developed, financed and placed into operation more than 4,500 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Mexico City, Santiago, Chile, and Tokyo, Japan. For more information, visit www.patterndev.com.
About Nigig Power Corporation
Nigig Power Corporation is wholly owned by Henvey Inlet First Nation. Nigig was mandated in 2010 to develop the Henvey Inlet Wind project, which will provide economic benefits that will positively impact our community and the surrounding area. The net proceeds will be managed by a Community Trust that will conduct extensive consultation to determine the use of funds, a Membership Referendum.
About Henvey Inlet First Nation
Henvey Inlet First Nation is an Anishinabek community comprised of three separate reserve properties. Henvey Inlet Reserve No. 2 is on the northeast shore of the Georgian Bay, 90km south of Sudbury and 71km north of Parry Sound. French River Reserve No.13 is 11km north of the Reserve No. 2 and includes Cantin Island. There are about 900 enrolled Members of the Robinson-Huron Treaty band, with approximately 200 of those residing on-reserve.
Contact:
Matt Dallas
Pattern Development
917-363-1333
matt.dallas@patternenergy.com
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SOURCE Pattern Energy Group LP
Article Date
12/26/2017Pattern Energy's Meikle Wind Receives Project Excellence Award from Clean Energy BC
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, Dec. 5, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy") announced its Meikle Wind power facility received the Project Excellence Award from Clean Energy BC. The 179 megawatt (MW) Meikle Wind facility is located near Tumbler Ridge in British Columbia.
"Pattern Energy's Meikle Wind facility is an outstanding example of how to bring together zero-carbon energy generation, local economic development and sustainable business. We are honored to have this project in British Columbia and we look forward to many more," said Jae Mather, Executive Director of Clean Energy BC.
"Meikle Wind was one of our most challenging projects to build due to its location deep in a beautiful mountainous region of BC that often experiences extreme weather conditions," said Mike Garland, CEO of Pattern Energy. "It was also a unique project because during construction we discovered rare fossilized dinosaur tracks, which we donated to the Tumbler Ridge Museum. Now BC's largest wind power facility, Meikle Wind is generating economic benefits for First Nations and the community and clean power for 54,000 homes in the province, every year for the next quarter century. We'd like to thank the community for their support and the First Nations construction workers that helped build this project."
The 179 MW Meikle Wind facility consists of 61 GE wind turbines, including 35 3.2 MW turbines and 26 2.75 MW turbines. The facility's innovative layout, developed in collaboration with GE, incorporates two different turbine models consisting of varying rotor sizes and hub heights. This design was developed to capture the most energy from the ridgelines, accounting for varying wind speeds, wind shear, turbulence and inflow angles.
During construction, Meikle Wind utilized more than 500,000 person-hours of labor with in excess of 30% of the value of contracts awarded to First Nation-affiliated contractors and other regional firms. The facility is managed by 16 operations and maintenance personnel, and utilizes a variety of local subcontractors.
Meikle Wind is generating strong benefits for the province with an estimated $70 million in payments for property taxes, Crown lease payments, wind participation rent, and community benefits over the first 25 years of operations. The facility commenced commercial operations in the first quarter of 2017 and operates under a 25-year power purchase agreement with BC Hydro.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including one project it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the benefits of the Meikle Wind project for the province and estimated payments to be made over the first 25 years of operations. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: |
|
|
Media Relations |
Investor Relations |
|
Matt Dallas |
Sarah Webster |
|
917-363-1333 |
415-283-4076 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energys-meikle-wind-receives-project-excellence-award-from-clean-energy-bc-300566461.html
SOURCE Pattern Energy Group Inc.
Article Date
12/5/2017Pattern Energy Reports Third Quarter 2017 Financial Results
Source: PR Newswire
- Increases dividend to $0.422 per Class A common share for Q4 2017 -
SAN FRANCISCO, Nov. 9, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2017 third quarter.
Highlights
(Figures reported below are for the third quarter of fiscal 2017, unless otherwise noted)
"The strategic transactions we announced earlier this year together with the new capital we raised last month represent the beginning of the next phase of our growth strategy," said Mike Garland, President and CEO of Pattern Energy. "With the steps we have taken this year, the business is significantly stronger today. We have a clear opportunity to capitalize on the assets from the identified ROFO list and our investment in Pattern Development 2.0. The expansion of the identified ROFO list demonstrates the progress we are making toward achieving our goal of 5 gigawatts ("GW") by 2020."
|
(1) |
The forward looking measure of 2017 full year cash available for distribution (CAFD) is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2017 Quarterly Report on Form 10-Q for the period ended September 30, 2017. |
|
(2) |
In December 2016, Pattern Energy Group LP ("Pattern Development 1.0") formed Pattern Energy Group 2 LP ("Pattern Development 2.0"), and together such companies are referred to as "Pattern Development". |
Financial and Operating Results
Pattern Energy sold 1,513,997 megawatt hours ("MWh") of electricity on a proportional basis in the third quarter of 2017 compared to 1,472,300 MWh sold in the same period last year. Pattern Energy sold 5,663,782 MWh of electricity on a proportional basis for the nine months ended September 30, 2017 (YTD 2017) compared to 4,988,621 MWh sold in the same period last year. The 3% increase in the quarterly period was primarily attributable to the acquisition of new projects, specifically Armow in the fourth quarter of 2016, Broadview in the second quarter 2017 and Meikle in the third quarter of 2017, offset by unfavorable wind conditions as previously announced in the press release dated September 29, 2017. Production for the quarter was 15% below the long-term average forecast for the period.
Net cash provided by operating activities was $2.1 million for the third quarter of 2017 compared to $37.4 million for the same period last year. Net cash provided by operating activities was $159.3 million for YTD 2017 compared to $107.4 million for the same period last year. The change in the quarterly period was primarily due to increases of $21.6 million in cash payments for accounts payable and accrued liabilities due to timing of payments, $13.8 million in interest payments due to the issuance of the Unsecured Senior Notes in January 2017 and debt associated with the acquisitions in 2017, $7.3 million in transmission costs and $2.7 million in project expenses, as well as a decrease of $4.7 million in cash receipts due to timing of collections from trade receivables. These changes to net cash from operating activities were partially offset by a $11.4 million increase in distributions from unconsolidated investments and by a $2.6 million increase in revenues (excluding unrealized loss on energy derivative and amortization of PPAs).
Cash available for distribution was $9.5 million for the third quarter of 2017, which is above the midpoint of the guidance provided in the Company's press release dated September 29, 2017, compared to $20.2 million for the same period last year. Cash available for distribution was $103.8 million for YTD 2017 compared to $96.7 million for the same period in the prior year. The $10.7 million change in the quarterly period was primarily due to increases of $7.3 million in interest expense from the issuance of the Unsecured Senior Notes in January 2017 and debt associated with the acquisitions in 2017, $7.3 million in transmission costs, $2.7 million in project expenses and $1.0 million in distributions to noncontrolling interests. The change was partially offset by increases of $5.9 million in total distributions from unconsolidated investments, $2.6 million in revenues (excluding unrealized loss on energy derivative and amortization of PPAs), $0.3 million network upgrade reimbursement related to Broadview, as well as a decrease of $0.5 million in operating expense.
Net loss was $48.4 million in the third quarter of 2017, compared to $11.1 million for the same period last year. Net loss was $60.5 million for YTD 2017 compared to $55.7 million in the same period last year. The change in the quarterly period was primarily attributable to increases of $18.7 million in cost of revenues due to the acquisitions in 2017 and $24.4 million in other expense related to a decrease in earnings in unconsolidated investments, net of increases to interest expense, loss on undesignated derivatives and realized loss on designated derivatives. The impact of these items was partially offset by an increase in tax benefit of $5.2 million.
Adjusted EBITDA was $54.7 million for the third quarter of 2017 compared to $62.3 million for the same period last year. Adjusted EBITDA was $244.8 million for YTD 2017 compared to $219.0 million for the same period last year. The $7.6 million change in the quarterly period was primarily due to increases of $7.3 million in transmission costs and $2.7 million in project expense, and a decrease of $0.7 million in the proportionate share of Adjusted EBITDA from unconsolidated investments. These changes were partially offset by a $2.6 million increase in revenues (excluding unrealized loss on energy derivative and amortization of PPAs) and a $0.5 million decrease in operating expense.
Fourth Quarter Wind Conditions
Based on conditions to date in the fourth quarter of 2017, wind levels for the fourth quarter are in line with the long-term average forecast, which represents a substantial improvement from the wind levels in the first two months of the third quarter.
2017 Financial Guidance
Pattern Energy is narrowing its targeted annual cash available for distribution for 2017 to a range of $145 million to $160 million. The new range maintains the midpoint of the original range and that midpoint represents an increase of 15% compared to cash available for distribution in 2016. The range assumes long-term average proportionate production of the fleet for the remainder of 2017 and takes into account a potential adverse impact of any extended electric grid outage in Puerto Rico during the fourth quarter of 2017. As noted above, forward-looking cash available for distribution is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort for the reasons stated above.
Quarterly Dividend
Pattern Energy declared an increased dividend for the fourth quarter 2017, payable on January 31, 2018, to holders of record on December 29, 2017 in the amount of $0.422 per Class A common share, which represents $1.69 on an annualized basis. This is a 0.5% increase from the third quarter 2017 dividend of $0.42.
Operations Update
The completed evaluation of the 101 MW Santa Isabel project in Puerto Rico reported no material damage to the turbines or the project. While all of the turbines are operational, at present Santa Isabel has not been reconnected to the high voltage grid and the timing of when the project will be reconnected is not certain. Pattern Energy is working with the Puerto Rico Electric Power Authority ("PREPA"), the offtaker for the Santa Isabel project, to support PREPA's broader efforts to restore the high voltage grid so the project can help support providing much needed power to the Puerto Rican communities.
Project Acquisition
During the third quarter, Pattern Energy acquired a 91 MW owned interest in the 179 MW Meikle project, with PSP Investments acquiring the remaining 88 MW interest. The Meikle project, located in the Peace River Regional District of British Columbia, commenced commercial operations in the first quarter of 2017 and operates under a 25-year power purchase agreement with BC Hydro, which has a AAA/Aaa2 credit rating.
Pattern Energy acquired its 51% interest in Meikle for a total investment of approximately $68 million(1), paid at closing, which represents a CAFD multiple of 10x of the project's five-year average CAFD(2).
Construction Pipeline
Pattern Energy has agreed to acquire a 51% interest in the 143 MW Mont Sainte-Marguerite project, located in the Chaudière-Appalaches region south of Québec City. The project is currently in the final stages of construction and commissioning and is expected to commence commercial operations in late 2017. The project will operate under a 25-year power purchase agreement with Hydro-Québec, which has a AA-/Aa2 credit rating.
Pattern Energy will acquire its 51% interest in Mont Sainte-Marguerite for a total investment of approximately $40 million(3), which represents a CAFD multiple of 10x of the five-year average CAFD(2). The acquisition is expected to close during the first quarter of 2018, following the commencement of commercial operations and subject to customary closing conditions. It will be funded at the time of closing using available liquidity.
|
(1) |
Based on a CAD to USD exchange rate of $1.27 |
|
(2) |
This forward looking measure of five-year average annual purchase price multiple of CAFD contribution from the Meikle and Mont Sainte-Marguerite projects is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2017 Quarterly Report on Form 10-Q for the period ended September 30, 2017. |
|
(3) |
Based on a CAD to USD exchange rate of $1.32 |
Acquisition Pipeline
Pattern Development's pipeline of development projects totals more than 10 GW. Pattern Energy has a ROFO on a pipeline of acquisition opportunities from Pattern Development. The identified ROFO list stands at 1,150 MW of potential owned capacity and represents a portion of the Pattern Development pipeline of development projects, all of which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased, or agreed to purchase, 1,358 MW from Pattern Development 1.0 and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW.
Below is a summary of the identified ROFO projects that Pattern Energy expects to acquire from Pattern Development in connection with Pattern Energy's project purchase rights:
|
Capacity (MW) | ||||||||||||||
|
Identified ROFO Projects |
Status |
Location |
Construction Start (1) |
Commercial Operations (2) |
Contract Type |
Rated (3) |
Pattern Development- Owned (4) | |||||||
|
Pattern Development 1.0 Projects |
||||||||||||||
|
Otsuki Wind |
Operational |
Japan |
n/a |
2006 |
PPA |
12 |
12 | |||||||
|
Kanagi Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
10 |
10 | |||||||
|
Futtsu Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
31 |
31 | |||||||
|
Conejo Solar(5) |
Operational |
Chile |
2015 |
2016 |
PPA |
104 |
104 | |||||||
|
El Cabo |
In construction |
New Mexico |
2016 |
2017 |
PPA |
298 |
125 | |||||||
|
Belle River |
In construction |
Ontario |
2016 |
2017 |
PPA |
100 |
43 | |||||||
|
Ohorayama |
In construction |
Japan |
2016 |
2018 |
PPA |
33 |
33 | |||||||
|
North Kent |
In construction |
Ontario |
2017 |
2018 |
PPA |
100 |
35 | |||||||
|
Henvey Inlet |
Late stage development |
Ontario |
2017 |
2019 |
PPA |
300 |
150 | |||||||
|
Tsugaru |
Late stage development |
Japan |
2017 |
2020 |
PPA |
122 |
122 | |||||||
|
Sumita |
Late stage development |
Japan |
2019 |
2021 |
PPA |
100 |
62 | |||||||
|
Pattern Development 2.0 Projects |
||||||||||||||
|
Stillwater Big Sky |
Late stage development |
Montana |
2017 |
2018 |
PPA |
79 |
67 | |||||||
|
Crazy Mountain |
Late stage development |
Montana |
2017 |
2019 |
PPA |
80 |
68 | |||||||
|
Grady |
Late stage development |
New Mexico |
2018 |
2019 |
PPA |
220 |
188 | |||||||
|
Ishikari |
Late stage development |
Japan |
2019 |
2022 |
PPA |
100 |
100 | |||||||
|
1,689 |
1,150 | |||||||||||||
|
(1) |
Represents year of actual or anticipated commencement of construction. |
|
(2) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(3) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
|
(4) |
Pattern Development-Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development 1.0's or Pattern Development 2.0's percentage ownership interest in the distributable cash flow of the project. |
|
(5) |
From time to time, the Company conducts strategic reviews of its markets. Pattern Energy is conducting a strategic review of the market, growth, and opportunities in Chile. In the event management believes the Company can utilize funds that have already been invested in Chile or funds that might otherwise be invested in Chile in a more productive manner elsewhere that could generate a higher return on investment, the Company may decide to exit Chile for other opportunities with greater potential. In addition, Pattern Development 1.0 is also concurrently exploring strategic alternatives for its assets in Chile. |
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net income (loss) to Adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three months ended |
Nine months ended | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||||||||
|
Net cash provided by operating activities(1) |
$ |
2,147 |
$ |
37,395 |
$ |
159,330 |
$ |
107,371 |
|||||||
|
Changes in operating assets and liabilities |
25,481 |
(4,513) |
(22,475) |
800 |
|||||||||||
|
Network upgrade reimbursement |
346 |
— |
8,936 |
— |
|||||||||||
|
Release of restricted cash to fund project and general and administrative costs |
— |
— |
— |
590 |
|||||||||||
|
Operations and maintenance capital expenditures |
(254) |
(133) |
(517) |
(879) |
|||||||||||
|
Distributions from unconsolidated investments |
2,821 |
8,292 |
11,211 |
40,066 |
|||||||||||
|
Other |
598 |
(195) |
1,974 |
(130) |
|||||||||||
|
Less: |
|||||||||||||||
|
Distributions to noncontrolling interests |
(4,537) |
(3,584) |
(13,701) |
(11,771) |
|||||||||||
|
Principal payments paid from operating cash flows |
(17,140) |
(17,060) |
(40,911) |
(39,322) |
|||||||||||
|
Cash available for distribution |
$ |
9,462 |
$ |
20,202 |
$ |
103,847 |
$ |
96,725 |
|||||||
|
(1) |
Included in net cash provided by operating activities is the portion of distributions from unconsolidated investments paid from cumulative earnings representing the return on investment. |
|
Three months ended |
Nine months ended | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||||||||
|
Net loss |
$ |
(48,376) |
$ |
(11,050) |
$ |
(60,521) |
$ |
(55,744) |
|||||||
|
Plus: |
|||||||||||||||
|
Interest expense, net of interest income |
26,710 |
19,583 |
73,009 |
60,906 |
|||||||||||
|
Tax (benefit) provision |
(3,839) |
1,311 |
5,477 |
4,038 |
|||||||||||
|
Depreciation, amortization and accretion |
56,650 |
45,755 |
156,629 |
136,974 |
|||||||||||
|
EBITDA |
31,145 |
55,599 |
174,594 |
146,174 |
|||||||||||
|
Unrealized loss on energy derivative (1) |
3,113 |
818 |
10,134 |
14,970 |
|||||||||||
|
Gain (loss) on undesignated derivatives, net |
4,081 |
(1,825) |
9,480 |
17,685 |
|||||||||||
|
Realized loss on derivatives |
2,207 |
— |
2,207 |
— |
|||||||||||
|
Net loss on transactions |
466 |
314 |
1,585 |
353 |
|||||||||||
|
Adjustments from unconsolidated investments |
— |
(8,439) |
— |
(19,573) |
|||||||||||
|
Plus, proportionate share from unconsolidated investments: |
|||||||||||||||
|
Interest expense, net of interest income |
10,270 |
7,634 |
29,108 |
22,778 |
|||||||||||
|
Depreciation, amortization and accretion |
9,361 |
6,660 |
26,390 |
19,624 |
|||||||||||
|
(Gain) loss on undesignated derivatives, net |
(5,908) |
1,544 |
(8,696) |
17,015 |
|||||||||||
|
Adjusted EBITDA |
$ |
54,735 |
$ |
62,305 |
$ |
244,802 |
$ |
219,026 |
|||||||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time, today, November 9, 2017. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 8787979. The replay recording will be available until 11:59 p.m. Eastern Time, November 30, 2017.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including one project it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to achieve the 2017 cash available for distribution target; achieve the five year average annual CAFD generated by Meikle and Mont Sainte-Marguerite; achieve the next phase of its growth strategy; capitalize on the assets from the iROFO list and investment in Pattern Development 2.0; achieve its target of 5 GW by 2020; the outcome of wind conditions in the fourth quarter; the timing for the Santa Isabel project to be reconnected to the high voltage grid or for PREPA to restore the high voltage grid in Puerto Rico; the timing of the consummation of the acquisition of Mont Sainte-Marguerite; and the ability of the Company to consummate additional acquisitions from the iROFO list. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
|
Pattern Energy Group Inc. Consolidated Balance Sheets (In thousands of U.S. Dollars, except share data) (Unaudited) | |||||||
|
September 30, |
December 31, | ||||||
|
2017 |
2016 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
91,057 |
$ |
83,932 |
|||
|
Restricted cash |
7,150 |
11,793 |
|||||
|
Funds deposited by counterparty |
33,530 |
43,635 |
|||||
|
Trade receivables |
48,960 |
37,510 |
|||||
|
Derivative assets, current |
18,824 |
17,578 |
|||||
|
Prepaid expenses |
18,405 |
13,803 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $11,360 and $9,350 as of September 30, 2017 and December 31, 2016, respectively |
2,514 |
2,456 |
|||||
|
Other current assets |
19,058 |
7,350 |
|||||
|
Total current assets |
239,498 |
218,057 |
|||||
|
Restricted cash |
19,866 |
13,646 |
|||||
|
Property, plant and equipment, net |
4,023,355 |
3,135,162 |
|||||
|
Unconsolidated investments |
303,833 |
233,294 |
|||||
|
Derivative assets |
14,865 |
26,712 |
|||||
|
Deferred financing costs |
4,339 |
4,052 |
|||||
|
Net deferred tax assets |
6,107 |
5,559 |
|||||
|
Finite-lived intangible assets, net |
138,516 |
91,895 |
|||||
|
Other assets |
22,649 |
24,390 |
|||||
|
Total assets |
$ |
4,773,028 |
$ |
3,752,767 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
53,200 |
$ |
31,305 |
|||
|
Accrued construction costs |
2,765 |
1,098 |
|||||
|
Counterparty deposit liability |
33,530 |
43,635 |
|||||
|
Accrued interest |
7,043 |
9,545 |
|||||
|
Dividends payable |
37,645 |
35,960 |
|||||
|
Derivative liabilities, current |
12,095 |
11,918 |
|||||
|
Revolving credit facility |
253,000 |
180,000 |
|||||
|
Current portion of long-term debt, net |
58,213 |
48,716 |
|||||
|
Other current liabilities |
13,133 |
4,698 |
|||||
|
Total current liabilities |
470,624 |
366,875 |
|||||
|
Long-term debt, net |
1,871,607 |
1,334,956 |
|||||
|
Derivative liabilities |
21,979 |
24,521 |
|||||
|
Net deferred tax liabilities |
50,573 |
31,759 |
|||||
|
Finite-lived intangible liability, net |
52,062 |
54,663 |
|||||
|
Contingent liabilities |
58,820 |
576 |
|||||
|
Other long-term liabilities |
98,519 |
60,673 |
|||||
|
Total liabilities |
2,624,184 |
1,874,023 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 88,569,377 and 87,410,687 shares outstanding as of September 30, 2017 and December 31, 2016, respectively |
886 |
875 |
|||||
|
Additional paid-in capital |
1,062,252 |
1,145,760 |
|||||
|
Accumulated loss |
(104,225) |
(94,270) |
|||||
|
Accumulated other comprehensive loss |
(24,821) |
(62,367) |
|||||
|
Treasury stock, at cost; 115,146 and 110,964 shares of Class A common stock as of September 30, 2017 and December 31, 2016, respectively |
(2,597) |
(2,500) |
|||||
|
Total equity before noncontrolling interest |
931,495 |
987,498 |
|||||
|
Noncontrolling interest |
1,217,349 |
891,246 |
|||||
|
Total equity |
2,148,844 |
1,878,744 |
|||||
|
Total liabilities and equity |
$ |
4,773,028 |
$ |
3,752,767 |
|||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Consolidated Statements of Operations | |||||||||||||||
|
(In thousands of U.S. dollars, except per share data) | |||||||||||||||
|
(Unaudited) | |||||||||||||||
|
Three months ended |
Nine months ended | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||||||||
|
Revenue: |
|||||||||||||||
|
Electricity sales |
$ |
89,807 |
$ |
89,919 |
$ |
293,977 |
$ |
266,952 |
|||||||
|
Other revenue |
2,223 |
1,995 |
6,646 |
6,039 |
|||||||||||
|
Total revenue |
92,030 |
91,914 |
300,623 |
272,991 |
|||||||||||
|
Cost of revenue: |
|||||||||||||||
|
Project expense |
33,932 |
31,271 |
96,437 |
96,711 |
|||||||||||
|
Transmission costs |
7,421 |
113 |
12,213 |
278 |
|||||||||||
|
Depreciation and accretion |
52,379 |
43,693 |
144,637 |
130,782 |
|||||||||||
|
Total cost of revenue |
93,732 |
75,077 |
253,287 |
227,771 |
|||||||||||
|
Gross profit (loss) |
(1,702) |
16,837 |
47,336 |
45,220 |
|||||||||||
|
Operating expenses: |
|||||||||||||||
|
General and administrative |
9,068 |
9,598 |
31,969 |
27,425 |
|||||||||||
|
Related party general and administrative |
3,587 |
3,553 |
10,589 |
7,381 |
|||||||||||
|
Total operating expenses |
12,655 |
13,151 |
42,558 |
34,806 |
|||||||||||
|
Operating income (loss) |
(14,357) |
3,686 |
4,778 |
10,414 |
|||||||||||
|
Other income (expense): |
|||||||||||||||
|
Interest expense |
(27,147) |
(19,798) |
(74,541) |
(62,134) |
|||||||||||
|
Gain (loss) on undesignated derivatives, net |
(4,081) |
1,825 |
(9,480) |
(17,685) |
|||||||||||
|
Realized loss on designated derivatives |
(2,207) |
— |
(2,207) |
— |
|||||||||||
|
Earnings (loss) in unconsolidated investments, net |
(3,964) |
4,685 |
27,431 |
15,755 |
|||||||||||
|
Net loss on transactions |
(466) |
(314) |
(1,585) |
(353) |
|||||||||||
|
Other income, net |
7 |
177 |
560 |
2,297 |
|||||||||||
|
Total other expense |
(37,858) |
(13,425) |
(59,822) |
(62,120) |
|||||||||||
|
Net loss before income tax |
(52,215) |
(9,739) |
(55,044) |
(51,706) |
|||||||||||
|
Tax (benefit) provision |
(3,839) |
1,311 |
5,477 |
4,038 |
|||||||||||
|
Net loss |
(48,376) |
(11,050) |
(60,521) |
(55,744) |
|||||||||||
|
Net loss attributable to noncontrolling interest |
(18,548) |
(7,037) |
(50,566) |
(24,838) |
|||||||||||
|
Net loss attributable to Pattern Energy |
$ |
(29,828) |
$ |
(4,013) |
$ |
(9,955) |
$ |
(30,906) |
|||||||
|
Weighted-average number of common shares outstanding |
|||||||||||||||
|
Basic and diluted |
87,370,979 |
81,531,775 |
87,146,465 |
76,821,811 |
|||||||||||
|
Loss per share attributable to Pattern Energy |
|||||||||||||||
|
Class A common stock: |
|||||||||||||||
|
Basic and diluted |
$ |
(0.34) |
$ |
(0.05) |
$ |
(0.12) |
$ |
(0.40) |
|||||||
|
Dividends declared per Class A common share |
$ |
0.42 |
$ |
0.40 |
$ |
1.25 |
$ |
1.17 |
|||||||
|
Pattern Energy Group Inc. Consolidated Statements of Cash Flows (In thousands of U.S. dollars) (Unaudited) | |||||||
|
Nine months ended | |||||||
|
2017 |
2016 | ||||||
|
Operating activities |
|||||||
|
Net loss |
$ |
(60,521) |
$ |
(55,744) |
|||
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||||||
|
Depreciation and accretion |
144,637 |
130,782 |
|||||
|
Amortization of financing costs |
5,879 |
5,242 |
|||||
|
Amortization of debt discount/premium, net |
3,379 |
3,147 |
|||||
|
Amortization of power purchase agreements, net |
2,435 |
2,278 |
|||||
|
Loss on derivatives, net |
15,662 |
29,757 |
|||||
|
Realized loss on derivatives, net |
2,207 |
— |
|||||
|
Stock-based compensation |
4,085 |
4,362 |
|||||
|
Deferred taxes |
9,133 |
3,681 |
|||||
|
Intraperiod tax allocation |
(3,656) |
— |
|||||
|
Earnings in unconsolidated investments, net |
(27,431) |
(15,755) |
|||||
|
Distributions from unconsolidated investments |
43,093 |
377 |
|||||
|
Other reconciling items |
(2,047) |
44 |
|||||
|
Changes in operating assets and liabilities: |
|||||||
|
Funds deposited by counterparty |
10,105 |
(46,643) |
|||||
|
Trade receivables |
(2,861) |
6,078 |
|||||
|
Prepaid expenses |
(3,187) |
(1,005) |
|||||
|
Other current assets |
(9,790) |
(3,709) |
|||||
|
Other assets (non-current) |
2,457 |
865 |
|||||
|
Accounts payable and other accrued liabilities |
16,389 |
(2,658) |
|||||
|
Counterparty deposit liability |
(10,105) |
46,643 |
|||||
|
Accrued interest |
(3,884) |
(6,017) |
|||||
|
Other current liabilities |
8,040 |
811 |
|||||
|
Long-term liabilities |
14,569 |
4,952 |
|||||
|
Contingent liabilities |
742 |
(117) |
|||||
|
Net cash provided by operating activities |
159,330 |
107,371 |
|||||
|
Investing activities |
|||||||
|
Cash paid for acquisitions, net of cash and restricted cash acquired |
(289,329) |
(4,024) |
|||||
|
Capital expenditures |
(44,295) |
(31,554) |
|||||
|
Distributions from unconsolidated investments |
11,211 |
40,066 |
|||||
|
Other assets |
7,607 |
1,619 |
|||||
|
Other investing activities |
— |
(136) |
|||||
|
Net cash provided by (used in) investing activities |
(314,806) |
5,971 |
|||||
|
Financing activities |
|||||||
|
Proceeds from public offering, net of issuance costs |
$ |
22,431 |
$ |
286,583 |
|||
|
Dividends paid |
(107,943) |
(85,159) |
|||||
|
Capital distributions - noncontrolling interest |
(13,701) |
(11,771) |
|||||
|
Payment for deferred financing costs |
(7,763) |
(134) |
|||||
|
Proceeds from revolving credit facility |
323,000 |
20,000 |
|||||
|
Repayment of revolving credit facility |
(250,000) |
(340,000) |
|||||
|
Proceeds from debt |
404,395 |
— |
|||||
|
Repayment of debt |
(192,109) |
(39,322) |
|||||
|
Payment for interest rate swaps |
(14,372) |
— |
|||||
|
Other financing activities |
(3,712) |
(634) |
|||||
|
Net cash provided by (used in) financing activities |
160,226 |
(170,437) |
|||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
3,952 |
1,750 |
|||||
|
Net change in cash, cash equivalents and restricted cash |
8,702 |
(55,345) |
|||||
|
Cash, cash equivalents and restricted cash at beginning of period |
109,371 |
146,292 |
|||||
|
Cash, cash equivalents and restricted cash at end of period |
$ |
118,073 |
$ |
90,947 |
|||
|
Supplemental disclosures |
|||||||
|
Cash payments for income taxes |
$ |
335 |
$ |
233 |
|||
|
Cash payments for interest expense |
$ |
70,100 |
$ |
59,172 |
|||
|
Schedule of non-cash activities |
|||||||
|
Change in property, plant and equipment |
$ |
619 |
$ |
6,132 |
|||
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-reports-third-quarter-2017-financial-results-300552708.html
SOURCE Pattern Energy Group Inc.
Article Date
11/9/2017Pattern Energy to Host 2017 Third Quarter Results Conference Call
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, Oct. 26, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its third quarter 2017 financial results by press release on Thursday, November 9, 2017, prior to market open. The Company will subsequently hold a conference call that same day, Thursday, November 9, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
Conference Call Details
|
DATE: |
Thursday, November 9, 2017 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including one project it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
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SOURCE Pattern Energy Group Inc.
Article Date
10/26/2017Pattern Energy Announces Closing of Public Offering of its Class A Common Stock
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, Oct. 23, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEGI) today announced that it has closed the previously announced underwritten public offering of 9,200,000 shares, or approximately US$215.3 million, of its Class A common stock at a public offering price of US$23.40 per share, inclusive of shares purchased by the underwriters pursuant to the exercise, in full, of the underwriters' option to purchase an additional 1,200,000 shares of Class A common stock granted by the Company to cover over-allotments.
The Company intends to use the net proceeds from the offering for general corporate purposes, which may include: funding acquisitions, including from third parties or drop downs of Mont Sainte-Marguerite, El Cabo, Belle River, Otsuki Wind, Futtsu Solar, Kanagi Solar, Ohorayama and Tsugaru from the identified ROFO list included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017; funding investments, including any capital call requests from Pattern Energy Group 2 LP; or depending on the timing, sequencing and significance of any potential acquisitions from the identified ROFO list, the repayment of indebtedness.
The offering was made through an underwriting group led by Morgan Stanley and BofA Merrill Lynch, as book-running managers of the offering and the representatives of the underwriters.
The offering of securities to which this communication relates was made in the United States pursuant to an effective shelf registration statement (including a prospectus) filed with the Securities and Exchange Commission (the "SEC") and, in Canada, pursuant to a supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities. You can get copies of these documents for free by visiting EDGAR on the SEC website at www.sec.gov and SEDAR at www.sedar.com. Alternatively, copies of these documents may be obtained from the underwriters as follows:
|
Morgan Stanley & Co. LLC |
Merrill Lynch, Pierce, Fenner & Smith | |
|
180 Varick Street, 2nd Floor |
Incorporated | |
|
New York, New York 10014 |
200 North College Street, 3rd Floor | |
|
Attention: Prospectus Department |
NC1-004-03-43 | |
|
Email: prospectus@morganstanley.com |
Charlotte NC 28255-0001 | |
|
Attention: Prospectus Department | ||
|
Email: dg.prospectus_requests@baml.com | ||
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Pattern Energy
Pattern Energy is an independent power company focused on owning and operating power projects with stable long-term cash flows in attractive markets with potential for continued growth of our business. Pattern Energy holds interests in 20 wind power projects, including the Mont Sainte-Marguerite wind power project it has committed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven and best-in-class technology. Pattern Energy's wind power facilities generate stable, long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the proposed use of proceeds. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained or incorporated by reference in the prospectus supplement filed with the SEC or the supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities, the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017. The risk factors and other factors noted in these documents could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Relations
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Ross Marshall
(416) 526-1563
ross.marshall@loderockadvisors.com
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-announces-closing-of-public-offering-of-its-class-a-common-stock-300541087.html
SOURCE Pattern Energy Group Inc.
Article Date
10/23/2017Pattern Energy Announces Pricing of Public Offering of its Class A Common Stock
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, Oct. 18, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEGI) today announced the pricing of a primary underwritten public offering of 8,000,000 shares, or approximately US$187.2 million, of its Class A common stock at a public offering price of US$23.40 per share. The underwriters of the offering have a 30-day option to purchase up to an additional 1,200,000 shares, or approximately US$28.1 million, of Class A common stock from the Company to cover over-allotments. The offering is scheduled to close on October 23, 2017, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering for general corporate purposes, which may include: funding acquisitions, including from third parties or drop downs of Mont Sainte-Marguerite, El Cabo, Belle River, Otsuki Wind, Futtsu Solar, Kanagi Solar, Ohorayama and Tsugaru from the identified ROFO list included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017; funding investments, including any capital call requests from Pattern Energy Group 2 LP; or depending on the timing, sequencing and significance of any potential acquisitions from the identified ROFO list, the repayment of indebtedness.
The offering is being made through an underwriting group led by Morgan Stanley and BofA Merrill Lynch, as book-running managers of the offering and the representatives of the underwriters. Completion of the offering is subject to, and conditioned upon, the receipt of all necessary approvals, including approval of the Toronto Stock Exchange and the NASDAQ Global Select Market.
The offering of securities to which this communication relates is being made in the United States pursuant to an effective shelf registration statement (including a prospectus) filed with the Securities and Exchange Commission (the "SEC") and, in Canada, pursuant to a supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities. You can get copies of these documents for free by visiting EDGAR on the SEC website at www.sec.gov and SEDAR at www.sedar.com. Alternatively, copies of these documents may be obtained, when available, from the underwriters as follows:
|
Morgan Stanley & Co. LLC |
Merrill Lynch, Pierce, Fenner & Smith |
|
180 Varick Street, 2nd Floor |
Incorporated |
|
New York, New York 10014 |
200 North College Street, 3rd Floor |
|
Attention: Prospectus Department |
NC1-004-03-43 |
|
Email: prospectus@morganstanley.com |
Charlotte NC 28255-0001 |
|
Attention: Prospectus Department | |
The offering will be made in Canada under a supplement to the Company's MJDS shelf prospectus filed with Canadian security regulatory authorities.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Pattern Energy
Pattern Energy is an independent power company focused on owning and operating power projects with stable long-term cash flows in attractive markets with potential for continued growth of our business. Pattern Energy holds interests in 20 wind power projects, including the Mont Sainte-Marguerite wind power project it has committed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven and best-in-class technology. Pattern Energy's wind power facilities generate stable, long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the proposed offering and use of proceeds thereof. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to the completion of the offering, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained or incorporated by reference in the prospectus supplement filed with the SEC or the supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities, the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017. The risk factors and other factors noted in these documents could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Relations
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Ross Marshall
(416) 526-1563
ross.marshall@loderockadvisors.com
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-announces-pricing-of-public-offering-of-its-class-a-common-stock-300539551.html
SOURCE Pattern Energy Group Inc.
Article Date
10/19/2017Pattern Energy Announces Commencement of Public Offering of its Class A Common Stock
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
SAN FRANCISCO, Oct. 18, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEGI) today announced the commencement of a primary underwritten public offering of 8,000,000 shares of its Class A common stock, subject to market conditions. The underwriters of the offering will have an option to purchase up to an additional 1,200,000 shares of Class A common stock from the Company to cover over-allotments.
The Company intends to use the net proceeds from the offering for general corporate purposes, which may include: funding acquisitions, including from third parties or drop downs of Mont Sainte-Marguerite, El Cabo, Belle River, Otsuki Wind, Futtsu Solar, Kanagi Solar, Ohorayama and Tsugaru from the identified ROFO list included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017; funding investments, including any capital call requests from Pattern Energy Group 2 LP; or depending on the timing, sequencing and significance of any potential acquisitions from the identified ROFO list, the repayment of indebtedness.
The offering is being made through an underwriting group led by Morgan Stanley and BofA Merrill Lynch, as book-running managers of the offering and the representatives of the underwriters. Completion of the offering is subject to, and conditioned upon, the receipt of all necessary approvals, including approval of the Toronto Stock Exchange and the NASDAQ Global Select Market. The offering is expected to close on or about October 23, 2017.
The offering of securities to which this communication relates is being made in the United States pursuant to an effective shelf registration statement (including a prospectus) filed with the Securities and Exchange Commission (the "SEC") and, in Canada, pursuant to a supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities. You can get copies of these documents for free by visiting EDGAR on the SEC website at www.sec.gov and SEDAR at www.sedar.com. Alternatively, copies of these documents may be obtained, when available, from the underwriters as follows:
|
Morgan Stanley & Co. LLC |
Merrill Lynch, Pierce, Fenner & Smith |
|
180 Varick Street, 2nd Floor |
Incorporated |
|
New York, New York 10014 |
200 North College Street, 3rd Floor |
|
Attention: Prospectus Department |
NC1-004-03-43 |
|
Email: prospectus@morganstanley.com |
Charlotte NC 28255-0001 |
|
Attention: Prospectus Department | |
|
Email: dg.prospectus_requests@baml.com |
The offering will be made in Canada under a supplement to the Company's MJDS shelf prospectus filed with Canadian security regulatory authorities.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Pattern Energy
Pattern Energy is an independent power company focused on owning and operating power projects with stable long-term cash flows in attractive markets with potential for continued growth of our business. Pattern Energy holds interests in 20 wind power projects, including the Mont Sainte-Marguerite wind power project it has committed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven and best-in-class technology. Pattern Energy's wind power facilities generate stable, long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the proposed offering and use of proceeds thereof. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to the completion of the offering, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained or incorporated by reference in the prospectus supplement filed with the SEC or the supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities, the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017. The risk factors and other factors noted in these documents could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Relations
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Ross Marshall
(416) 526-1563
ross.marshall@loderockadvisors.com
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-announces-commencement-of-public-offering-of-its-class-a-common-stock-300539318.html
SOURCE Pattern Energy Group Inc.
Article Date
10/18/20179/29/2017 - Pattern Energy Provides Operations and Financial Guidance Update in Light of Recent Weather Events
Pattern Energy Provides Operations and Financial Guidance Update in Light of Recent Weather Events
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Sept. 29, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today provided an update on its operations in light of the weather events in Puerto Rico and Texas. Most importantly, all team members and their families remained safe throughout the events and no injuries were reported.
"The recent series of natural disaster events, from the hurricanes in the southeast, to the earthquake in Mexico and the wildfires in California, has been devastating for the communities in these regions. Throughout these events, our number one priority was the safety of our staff, their families and the community. Secondly, but also important, is the protection and safety of the assets," said Mike Garland, CEO of Pattern Energy. "We are taking specific steps to support our staff, their families and communities, highlighted by our employee disaster relief program and our contribution to the Habitat for Humanity program in Texas. We are also preparing to extend these relief efforts in Puerto Rico as the difficult recovery there progresses."
Highlights
|
(1) |
The forward looking measures of 2017 full year cash available for distribution (CAFD) and third quarter CAFD are non-GAAP measures that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2017 Quarterly Report on Form 10-Q for the period ended June 30, 2017. |
Operations Update
Pattern Energy evacuated its 283 megawatt ("MW") Gulf Wind project in Texas prior to Hurricane Harvey and its 101 MW Santa Isabel project in Puerto Rico prior to the Irma and Maria hurricanes. This allowed the employees to be with their families and make safe arrangements before the events. Several employees have experienced property damage in Puerto Rico and Texas but all employees and their families are safe. The Company closed its Houston office for more than a week during Hurricane Harvey. Pattern Energy's operations center continued uninterrupted monitoring of its assets during all of these events, including evacuating and operating remotely during Hurricane Harvey. Project operations staff and third-party technicians safely returned to work shortly after the hurricanes at both the Gulf Wind and Santa Isabel projects.
Pattern Energy is taking action to support its employees and their communities, including disaster pay, financial assistance, provision of employee assistance program services and supporting volunteer activities. The Company is also implementing a matching gift program for the Greater Houston Community Foundation, the Houston Flood Relief Fund, the SPCA of Texas, and Houston Food Bank, and it plans to implement similar matching gift programs for select charities benefitting Puerto Rico.
The Gulf Wind project in Texas had no damage from Hurricane Harvey. The preliminary evaluation of the 101 MW Santa Isabel project in Puerto Rico reports no material damage to the turbines or the project, while additional detailed evaluations continue. Pattern Energy is working with PREPA to support PREPA's broader efforts to restore the high voltage grid so the project can help support providing much needed power to the Puerto Rican communities.
2017 Financial Guidance
As part of today's announcement, Pattern Energy is reaffirming its targeted annual cash available for distribution1 ("CAFD") for 2017 range of $140 million to $165 million. Pattern Energy is not aware of any direct effect the natural disaster events experienced during the third quarter had on general wind levels across North America.
The reaffirmed 2017 CAFD1 range assumes long-term average proportionate production of the fleet for the remainder of 2017 and a potential adverse impact of any extended electric grid outage in Puerto Rico during the fourth quarter of 2017. The risks to the Company remain the same as reflected in its prior financial guidance for 2017.
Variability in wind conditions causes the Company's project revenues and other financial measures to vary from period to period. The Company expected CAFD1 of $12 to $14 million for the third quarter of 2017. Based primarily on the wind conditions that were below the long-term average experienced during the third quarter of 2017, Pattern Energy now expects CAFD1 in a range of $5 to $11 million in the third quarter of 2017.
Pattern Energy Group Inc. (the "Company") has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the "SEC") to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents that the Company has filed with the SEC for more complete information about the Company and any offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov or SEDAR at www.sedar.com. Alternatively, the Company, any underwriter or any dealer participating in any offering will arrange to send you the prospectus if you request it by calling Investor Relations at (415) 283-4000.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including one project it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to extend relief efforts to Puerto Rico and support employees and communities following the recent natural disaster events, the outcome of additional evaluations at the Santa Isabel facility, the ability to work with PREPA to provide power to the Puerto Rican communities, the ability to achieve the targeted annual CAFD range, the length of the electric grid outage in Puerto Rico and such effects on guidance, the expected contribution to annual CAFD for the third quarter of 2017, and range of CAFD for the third quarter of 2017. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-provides-operations-and-financial-guidance-update-in-light-of-recent-weather-events-300528251.html
SOURCE Pattern Energy Group Inc.
Article Date
9/29/2017Pattern Energy joins other American wind energy companies in $1 million gift to support Habitat for Humanity's post-Harvey recovery work
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
WASHINGTON, Sept. 11, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy") today announced it is joining with other American wind energy companies as a keystone partner of Habitat Hammers Back, the Hurricane Harvey repair and rebuilding initiative led by Habitat for Humanity. The companies are donating $1 million in aggregate to support repairs and rebuilding efforts in areas impacted by the storms.
"With an office in Houston and over 100 employees in the Houston area, we have a close connection to the damage and pain that was caused by Hurricane Harvey – and we are committed to helping the area recover," said Mike Garland, CEO of Pattern Energy.
"Habitat for Humanity is committed to helping families recover from Hurricane Harvey, and we wouldn't be able to do it without the support of our partners like Pattern Energy and the other companies from the American wind energy industry," said Habitat for Humanity International CEO Jonathan Reckford. "Their gift is an investment in the long-term recovery of these communities."
Through Habitat Hammers Back, Habitat is already at work responding to Hurricane Harvey, helping families to clean up and prepare for the rebuilding effort to come. Habitat will work with its local offices throughout the hurricane-affected regions to assess the shelter and housing needs and develop response options. In addition to long-term housing repair and construction, Habitat's response includes organizing volunteers and resources to help with the cleanup of homes damaged by wind and flood waters.
More information on Habitat's and Pattern Energy's response to Hurricane Harvey can be found at https://habitat.org/American-Wind-Energy/Harvey.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including one project it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit patternenergy.com.
About Habitat for Humanity
Driven by the vision that everyone needs a decent place to live, Habitat for Humanity began in 1976 as a grassroots effort on a community farm in southern Georgia. The Christian housing organization has since grown to become a leading global nonprofit working in more than 1,300 communities throughout the U.S. and in more than 70 countries. Families and individuals in need of a hand up partner with Habitat for Humanity to build or improve a place they can call home. Habitat homeowners help build their own homes alongside volunteers and pay an affordable mortgage. Through financial support, volunteering or adding a voice to support affordable housing, everyone can help families achieve the strength, stability and self-reliance they need to build better lives for themselves. Through shelter, we empower. To learn more, visit habitat.org.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the donation to support the long term recovery from Hurricane Harvey. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
Matt Dallas
Pattern Energy
917-363-1333
matt.dallas@patternenergy.com
Bryan Thomas
Habitat for Humanity International
Cell: 404-908-5131
newsroom@habitat.org
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-joins-other-american-wind-energy-companies-in-1-million-gift-to-support-habitat-for-humanitys-post-harvey-recovery-work-300517329.html
SOURCE Pattern Energy Group Inc.
Article Date
9/11/2017Pattern Energy Completes Acquisition of 51% of 179 MW Meikle Wind Power Facility
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Aug. 14, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced it has completed the acquisition of a 51% interest in the 179 MW Meikle Wind facility from Pattern Energy Group LP ("Pattern Development 1.0") for $68 million1, which represents a 10x multiple of the five-year average cash available for distribution2 ("CAFD"). The Public Sector Pension Investment Board ("PSP Investments") acquired the remaining 49%.
"Completing the acquisition of Meikle Wind adds British Columbia's largest wind power facility to our portfolio and is one of the first initiatives in our new strategic relationship with PSP Investments," said Mike Garland, Chief Executive Officer of Pattern Energy. "Meikle is an excellent addition to our portfolio, providing a strong addition to our CAFD2 with a long-term revenue stream from its 25-year PPA. PSP Investments' acquisition of the remaining 49% stake in Meikle demonstrates their confidence in our business model and investment decisions."
The purchase price of the Meikle Wind acquisition was funded from available cash and draws under the Company's revolving credit facility.
Meikle Wind commenced commercial operations in the first quarter of 2017 and operates under a 25-year power purchase agreement with BC Hydro, which has a AAA/Aaa credit rating.
Located in the Peace River Regional District of British Columbia, Canada, the 179 MW Meikle Wind facility consists of 61 GE wind turbines, including 35 3.2 MW turbines and 26 2.75 MW turbines.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including one project it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
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1) |
Based on a CAD to USD exchange rate of $1.27 |
|
2) |
This forward looking measure of five-year average annual purchase price multiple of cash available for distribution (CAFD) contribution from the Meikle Wind facility is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found on page 60 of Pattern Energy's 2016 Annual Report on Form 10-K. |
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the five year average annual CAFD generated by Meikle Wind and the outlook of the Company's business model and investment decisions. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: | |
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-completes-acquisition-of-51-of-179-mw-meikle-wind-power-facility-300503575.html
SOURCE Pattern Energy Group Inc.
Article Date
8/14/2017Pattern Energy Reports Second Quarter 2017 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Aug. 8, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2017 second quarter.
Highlights
(Comparisons made between fiscal Q2 2017 and fiscal Q2 2016 results, unless otherwise noted)
"Our high-quality fleet continues to perform well which allowed us to deliver a strong quarter with CAFD in line with our expectation and on track for our 2017 CAFD guidance(1)," said Mike Garland, President and CEO of Pattern Energy. "We have designed the business and deployed a strategy to produce and grow stable, sustainable CAFD. Our announcements in June support and expand on this strategy. The investment in development has increased our opportunity set and improved our alignment with our development affiliate. This relationship has been validated by the participation of PSP Investments, a pension investment manager that is a recognized leader in renewable energy investments. The net result of these major initiatives is that Pattern Energy is stronger today, with access to a larger pipeline, higher returns through our direct involvement in the development business, improved alignment with both the development business and our new shareholder, PSP Investments, through the co-investment relationship, as well as access to capital to fund growth without relying solely on debt or equity."
(1) The forward looking measure of 2017 full year cash available for distribution (CAFD) is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2017 Quarterly Report on Form 10-Q for the period ended June 30, 2017.
(2) In December 2016, Pattern Energy Group LP ("Pattern Development 1.0") formed Pattern Energy Group 2 LP ("Pattern Development 2.0"), and together such companies are referred to as "Pattern Development".
Financial and Operating Results
Pattern Energy sold 2,111,627 megawatt hours ("MWh") of electricity on a proportional basis in the second quarter of 2017 compared to 1,715,286 MWh sold in the same period last year. Pattern Energy sold 4,135,510 MWh of electricity on a proportional basis for the six months ended June 30, 2017 (YTD 2017) compared to 3,515,871 MWh sold in the same period last year. The 23% increase in the quarterly period was primarily attributable to favorable wind conditions in the current period compared to the same period in 2016, the acquisition of Broadview in the second quarter 2017 and the acquisition of Armow in the fourth quarter of 2016. Overall, wind and production were below the Company's expectation for the second quarter compared to its long-term forecast.
Net cash provided by operating activities was $113.4 million for the second quarter of 2017 compared to $55.3 million for the same period last year. Net cash provided by operating activities was $157.2 million for YTD 2017 compared to $70.0 million for the same period last year. The $58.2 million improvement in the quarterly period was primarily due to higher revenues of $9.7 million (excluding unrealized loss on energy derivative and amortization of PPAs) and increases of $7.4 million in cash receipts due to timing of collections from trade receivables, $14.8 million from distributions from unconsolidated investments, $26.3 million from increased payables and accrued liabilities primarily due to the timing of payments, as well as, $5.2 million from higher accrued interest associated primarily with the timing of payments on its unsecured senior notes due in 2024. These increases to net cash from operating activities were partially offset by increases of $4.6 million in transmission cost and $4.2 million in operating expenses.
Cash available for distribution was $49.2 million for the second quarter of 2017 compared to $35.5 million for the same period last year. Cash available for distribution was $94.4 million for YTD 2017 compared to $76.5 million for the same period in the prior year. The $13.7 million increase, or approximately 39%, in the quarterly period was primarily due to a $9.7 million increase in revenues (excluding unrealized loss on energy derivative and amortization of PPAs), an $8.3 million network upgrade reimbursement primarily related to the Broadview project, and a $7.1 million increase in total distributions from unconsolidated investments. These increases were partially offset by increases of $4.2 million in operating expense, $4.6 million in transmission cost and $2.2 million in distributions to noncontrolling interests.
Net loss was $14.7 million in the second quarter of 2017, compared to a net loss of $15.6 million for the same period last year. Net loss was $12.1 million for YTD 2017 compared to $44.7 million in the same period last year. The 6% improvement in the quarterly period was primarily attributable to an increase in revenues of $14.3 million and a decrease of $3.5 million in other expense. These contributions were partially offset by increased cost of revenue of $9.6 million primarily due to Broadview which was acquired during the second quarter 2017, and increased operating expenses of $4.2 million.
Adjusted EBITDA was $91.9 million for the second quarter of 2017 compared to $78.6 million for the same period last year. Adjusted EBITDA was $190.1 million for YTD 2017 compared to $156.7 million for the same period last year. The 17% increase in the quarterly period was primarily due to a $9.7 million increase in revenues (excluding unrealized loss on energy derivative and amortization of PPAs) and an $11.3 million increase in our proportionate share of Adjusted EBITDA from unconsolidated investments. These increases were partially offset by increases of $4.6 million in transmission cost and $4.2 million in operating expenses.
2017 Financial Guidance
Pattern Energy is re-confirming its targeted annual cash available for distribution for 2017 within a range of $140 million to $165 million, representing an increase of 15% at the midpoint of the range, compared to cash available for distribution in 2016. As noted above, forward-looking cash available for distribution is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort for the reasons stated above.
Quarterly Dividend
Pattern Energy declared an increased dividend for the third quarter 2017, payable on October 31, 2017, to holders of record on September 29, 2017 in the amount of $0.4200 per Class A common share, which represents $1.68 on an annualized basis. This is a 0.5% increase from the second quarter 2017 dividend of $0.4180.
Project Acquisitions and Divestment
Pattern Energy will acquire interests in the Meikle and Mont Sainte-Marguerite projects and will sell a partial interest in the Panhandle 2 project. These three projects are also the first co-investment projects with PSP Investments.
Meikle
Meikle will be jointly owned by Pattern Energy and PSP Investments. The 179 MW facility, located in the Peace River Regional District of British Columbia, commenced commercial operations in the first quarter of 2017 and operates under a 25-year power purchase agreement with BC Hydro, which has a AAA/Aaa credit rating.
Pattern Energy will acquire its 51% interest in Meikle for a total investment of approximately $65 million(1), which represents a CAFD multiple of 10x of the project's five-year average CAFD(2). The acquisition will be funded with available liquidity and is expected to close in the coming days, subject to customary closing conditions.
Mont Sainte-Marguerite
Mont Sainte-Marguerite will be jointly owned by Pattern Energy and PSP Investments. The 143 MW facility, located in the Chaudière-Appalaches region south of Québec City, is expected to commence commercial operations in late 2017 and operate under a 25-year power purchase agreement with Hydro-Québec, which has a A+/Aa2 credit rating.
Pattern Energy will acquire its 51% interest in Mont Sainte-Marguerite for a total investment of approximately $40 million(1), which represents a CAFD multiple of 10x of the five-year average CAFD(2). The acquisition is expected to close within 160 days, following the commencement of commercial operations and subject to customary closing conditions. It will be funded at the time of closing using available liquidity.
Panhandle 2
Pattern Energy has agreed to sell 49% of the Class B interests in its Panhandle 2 project to PSP Investments. The 182 MW facility, located in Carson County, Texas, commenced commercial operations in the fourth quarter of 2014 and approximately 80% of its production is under a contracted hedge with Morgan Stanley.
Pattern Energy will receive $59 million from PSP Investments in return for 49% of the Class B ownership in the project, which represents a cash gain of 20% over the Company's net investment basis and implies a CAFD multiple(2) of more than 12x on the five-year average CAFD(2). The acquisition is, subject to customary closing conditions, expected to close within 90 days.
|
(1) |
Based on a CAD to USD exchange rate of $1.32 |
|
(2) |
This forward looking measure of five-year average annual purchase price multiple of CAFD contribution from the Meikle, Mont Sainte-Marguerite and Panhandle 2 projects is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found on page 60 of Pattern Energy's 2016 Annual Report on Form 10-K. |
Acquisition Pipeline
Pattern Development has expanded its pipeline to 10 GW of development projects, all of which are subject to Pattern Energy's ROFO rights.
Pattern Energy has a ROFO on a pipeline of acquisition opportunities from Pattern Development. The identified ROFO list stands at 1,016 MW of total owned capacity. This list of identified ROFO projects represents a portion of the Pattern Development's 10 GW pipeline of development projects, all of which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased, or agreed to purchase, 1,358 MW from Pattern Development 1.0 and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW. Below is a summary of the identified ROFO projects that Pattern Energy expects to acquire from Pattern Development in connection with Pattern Energy's project purchase rights:
|
Capacity (MW) | ||||||||||||||
|
Identified |
Status |
Location |
Construction |
Commercial |
Contract |
Rated (3) |
Pattern | |||||||
|
Pattern Development 1.0 Projects |
||||||||||||||
|
Otsuki Wind |
Operational |
Japan |
n/a |
2006 |
PPA |
12 |
12 | |||||||
|
Kanagi Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
10 |
6 | |||||||
|
Futtsu Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
31 |
20 | |||||||
|
Conejo Solar(5) |
Operational |
Chile |
2015 |
2016 |
PPA |
104 |
104 | |||||||
|
El Cabo |
In construction |
New Mexico |
2016 |
2017 |
PPA |
298 |
125 | |||||||
|
Belle River |
In construction |
Ontario |
2016 |
2017 |
PPA |
100 |
43 | |||||||
|
Ohorayama |
In construction |
Japan |
2016 |
2018 |
PPA |
33 |
33 | |||||||
|
North Kent |
In construction |
Ontario |
2017 |
2018 |
PPA |
100 |
35 | |||||||
|
Henvey Inlet |
Late stage development |
Ontario |
2017 |
2019 |
PPA |
300 |
150 | |||||||
|
Tsugaru |
Late stage development |
Japan |
2017 |
2020 |
PPA |
122 |
103 | |||||||
|
Sumita |
Late stage development |
Japan |
2019 |
2021 |
PPA |
100 |
62 | |||||||
|
Pattern Development 2.0 Projects |
||||||||||||||
|
Stillwater Big Sky |
Late stage development |
Montana |
2017 |
2018 |
PPA |
79 |
67 | |||||||
|
Crazy Mountain |
Late stage development |
Montana |
2017 |
2019 |
PPA |
80 |
68 | |||||||
|
Grady |
Late stage development |
New Mexico |
2018 |
2019 |
PPA |
220 |
188 | |||||||
|
1,589 |
1,016 | |||||||||||||
|
(1) |
Represents year of actual or anticipated commencement of construction. |
|
(2) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(3) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
|
(4) |
Pattern Development-Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development 1.0's or Pattern Development 2.0's percentage ownership interest in the distributable cash flow of the project. |
|
(5) |
From time to time, we conduct strategic reviews of our markets. We have been conducting a strategic review of the market, growth, and opportunities in Chile. In the event we believe we can utilize funds that have already been invested in Chile or funds that might otherwise be invested in Chile in a more productive manner elsewhere that could generate a higher return on investment, we may decide to exit Chile for other opportunities with greater potential. In addition, Pattern Development 1.0 is also concurrently exploring strategic alternatives for its assets in Chile. |
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net income (loss) to Adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three months ended June 30, |
Six months ended June 30, | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||||||||
|
Net cash provided by operating activities |
$ |
113,431 |
$ |
55,255 |
$ |
157,183 |
$ |
69,976 |
|||||||
|
Changes in operating assets and liabilities |
(61,379) |
(13,654) |
(47,956) |
5,313 |
|||||||||||
|
Network upgrade reimbursement |
8,273 |
8,590 |
— |
||||||||||||
|
Release of restricted cash to fund project and general and administrative costs |
— |
— |
— |
590 |
|||||||||||
|
Operations and maintenance capital expenditures |
(117) |
(516) |
(263) |
(746) |
|||||||||||
|
Distributions from unconsolidated investments |
4,185 |
11,960 |
8,390 |
31,774 |
|||||||||||
|
Other |
4,808 |
52 |
1,376 |
65 |
|||||||||||
|
Less: |
|||||||||||||||
|
Distributions to noncontrolling interests |
(6,517) |
(4,270) |
(9,164) |
(8,187) |
|||||||||||
|
Principal payments paid from operating cash flows |
(13,445) |
(13,319) |
(23,771) |
(22,262) |
|||||||||||
|
Cash available for distribution |
$ |
49,239 |
$ |
35,508 |
$ |
94,385 |
$ |
76,523 |
|||||||
|
Three months ended June 30, |
Six months ended June 30, | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||||||||
|
Net loss |
$ |
(14,684) |
$ |
(15,646) |
$ |
(12,145) |
$ |
(44,694) |
|||||||
|
Plus: |
|||||||||||||||
|
Interest expense, net of interest income |
24,238 |
21,008 |
46,299 |
41,323 |
|||||||||||
|
Tax provision |
4,541 |
1,429 |
9,316 |
2,727 |
|||||||||||
|
Depreciation, amortization and accretion |
52,752 |
45,835 |
99,979 |
91,219 |
|||||||||||
|
EBITDA |
66,847 |
52,626 |
143,449 |
90,575 |
|||||||||||
|
Unrealized loss on energy derivative (1) |
4,663 |
9,327 |
7,021 |
14,152 |
|||||||||||
|
Loss on undesignated derivatives, net |
4,751 |
5,879 |
5,399 |
19,510 |
|||||||||||
|
Net (gain) loss on transactions |
807 |
72 |
1,119 |
39 |
|||||||||||
|
Adjustments from unconsolidated investments |
— |
(9,422) |
— |
(11,134) |
|||||||||||
|
Plus, proportionate share from unconsolidated investments: |
|||||||||||||||
|
Interest expense, net of interest income |
9,498 |
7,925 |
18,838 |
15,144 |
|||||||||||
|
Depreciation, amortization and accretion |
8,575 |
6,671 |
17,029 |
12,964 |
|||||||||||
|
(Gain) loss on undesignated derivatives, net |
(3,272) |
5,555 |
(2,788) |
15,471 |
|||||||||||
|
Adjusted EBITDA |
$ |
91,869 |
$ |
78,633 |
$ |
190,067 |
$ |
156,721 |
|||||||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time, today, August 8, 2017. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 58626636. The replay recording will be available until 11:59 p.m. Eastern Time, August 29, 2017.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including the two projects it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to achieve the 2017 cash available for distribution target, the five year average annual CAFD generated by Meikle, Mont-Sainte Marguerite and Panhandle 2, the ability for the company's initiatives to make the Company stronger with access to a larger pipeline, potentially higher returns, and access to capital without relying solely on debt or equity, investment in Pattern Development 2.0 to ensure the Company access to an exclusive project pipeline and enhance alignment with the development business, the ability to consummate the acquisitions of Meikle and Mont Sainte-Marguerite and sell a partial interest in Panhandle 2, the outlook for renewable energy, and the ability of the Company's business model to deliver sustainable and growing returns for the Company's shareholders. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
|
Pattern Energy Group Inc. Consolidated Balance Sheets (In thousands of U.S. Dollars, except share data) (Unaudited) | |||||||
|
June 30, |
December 31, | ||||||
|
2017 |
2016 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
162,600 |
$ |
83,932 |
|||
|
Restricted cash |
13,137 |
11,793 |
|||||
|
Funds deposited by counterparty |
34,436 |
43,635 |
|||||
|
Trade receivables |
48,331 |
37,510 |
|||||
|
Derivative assets, current |
18,680 |
17,578 |
|||||
|
Prepaid expenses |
11,787 |
13,803 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $10,606 and $9,350 as of June 30, 2017 and December 31, 2016, respectively |
2,461 |
2,456 |
|||||
|
Other current assets |
12,658 |
7,350 |
|||||
|
Total current assets |
304,090 |
218,057 |
|||||
|
Restricted cash |
17,410 |
13,646 |
|||||
|
Property, plant and equipment, net |
3,682,269 |
3,135,162 |
|||||
|
Unconsolidated investments |
240,561 |
233,294 |
|||||
|
Derivative assets |
16,058 |
26,712 |
|||||
|
Deferred financing costs |
4,023 |
4,052 |
|||||
|
Net deferred tax assets |
4,387 |
5,559 |
|||||
|
Finite-lived intangible assets, net |
110,617 |
91,895 |
|||||
|
Other assets |
24,864 |
24,390 |
|||||
|
Total assets |
$ |
4,404,279 |
$ |
3,752,767 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
64,974 |
$ |
31,305 |
|||
|
Accrued construction costs |
4,146 |
1,098 |
|||||
|
Counterparty deposit liability |
34,436 |
43,635 |
|||||
|
Accrued interest |
18,222 |
9,545 |
|||||
|
Dividends payable |
36,991 |
35,960 |
|||||
|
Derivative liabilities, current |
11,340 |
11,918 |
|||||
|
Revolving credit facility |
60,000 |
180,000 |
|||||
|
Current portion of long-term debt, net |
54,975 |
48,716 |
|||||
|
Other current liabilities |
9,121 |
4,698 |
|||||
|
Total current liabilities |
294,205 |
366,875 |
|||||
|
Long-term debt, net |
1,711,670 |
1,334,956 |
|||||
|
Derivative liabilities |
24,171 |
24,521 |
|||||
|
Net deferred tax liabilities |
43,559 |
31,759 |
|||||
|
Finite-lived intangible liability, net |
52,929 |
54,663 |
|||||
|
Contingent liabilities |
58,346 |
576 |
|||||
|
Other long-term liabilities |
91,685 |
60,673 |
|||||
|
Total liabilities |
2,276,565 |
1,874,023 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 87,637,816 and 87,410,687 shares outstanding as of June 30, 2017 and December 31, 2016, respectively |
878 |
875 |
|||||
|
Additional paid-in capital |
1,075,448 |
1,145,760 |
|||||
|
Accumulated loss |
(74,397) |
(94,270) |
|||||
|
Accumulated other comprehensive loss |
(47,048) |
(62,367) |
|||||
|
Treasury stock, at cost; 115,146 and 110,964 shares of Class A common stock as of June 30, 2017 and December 31, 2016, respectively |
(2,597) |
(2,500) |
|||||
|
Total equity before noncontrolling interest |
952,284 |
987,498 |
|||||
|
Noncontrolling interest |
1,175,430 |
891,246 |
|||||
|
Total equity |
2,127,714 |
1,878,744 |
|||||
|
Total liabilities and equity |
$ |
4,404,279 |
$ |
3,752,767 |
|||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Consolidated Statements of Operations | |||||||||||||||
|
(In thousands of U.S. dollars, except per share data) | |||||||||||||||
|
(Unaudited) | |||||||||||||||
|
Three months ended |
Six months ended June 30, | ||||||||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||||||||
|
Revenue: |
|||||||||||||||
|
Electricity sales |
$ |
105,736 |
$ |
91,370 |
$ |
204,170 |
$ |
177,033 |
|||||||
|
Other revenue |
2,024 |
2,068 |
4,423 |
4,044 |
|||||||||||
|
Total revenue |
107,760 |
93,438 |
208,593 |
181,077 |
|||||||||||
|
Cost of revenue: |
|||||||||||||||
|
Project expense |
33,405 |
33,246 |
62,505 |
65,327 |
|||||||||||
|
Transmission costs |
4,722 |
113 |
4,792 |
278 |
|||||||||||
|
Depreciation and accretion |
48,518 |
43,678 |
92,258 |
87,089 |
|||||||||||
|
Total cost of revenue |
86,645 |
77,037 |
159,555 |
152,694 |
|||||||||||
|
Gross profit |
21,115 |
16,401 |
49,038 |
28,383 |
|||||||||||
|
Operating expenses: |
|||||||||||||||
|
General and administrative |
11,777 |
9,265 |
22,901 |
17,827 |
|||||||||||
|
Related party general and administrative |
3,576 |
1,931 |
7,002 |
3,828 |
|||||||||||
|
Total operating expenses |
15,353 |
11,196 |
29,903 |
21,655 |
|||||||||||
|
Operating income |
5,762 |
5,205 |
19,135 |
6,728 |
|||||||||||
|
Other income (expense): |
|||||||||||||||
|
Interest expense |
(24,839) |
(21,275) |
(47,394) |
(42,336) |
|||||||||||
|
Loss on undesignated derivatives, net |
(4,751) |
(5,879) |
(5,399) |
(19,510) |
|||||||||||
|
Earnings in unconsolidated investments, net |
14,519 |
7,240 |
31,395 |
11,070 |
|||||||||||
|
Net loss on transactions |
(807) |
(72) |
(1,119) |
(39) |
|||||||||||
|
Other income, net |
(27) |
564 |
553 |
2,120 |
|||||||||||
|
Total other expense |
(15,905) |
(19,422) |
(21,964) |
(48,695) |
|||||||||||
|
Net loss before income tax |
(10,143) |
(14,217) |
(2,829) |
(41,967) |
|||||||||||
|
Tax provision |
4,541 |
1,429 |
9,316 |
2,727 |
|||||||||||
|
Net loss |
(14,684) |
(15,646) |
(12,145) |
(44,694) |
|||||||||||
|
Net loss attributable to noncontrolling interest |
(28,904) |
(12,423) |
(32,018) |
(17,801) |
|||||||||||
|
Net income (loss) attributable to Pattern Energy |
$ |
14,220 |
$ |
(3,223) |
$ |
19,873 |
$ |
(26,893) |
|||||||
|
Weighted-average number of common shares outstanding |
|||||||||||||||
|
Basic |
87,065,591 |
74,443,901 |
87,064,110 |
74,440,950 |
|||||||||||
|
Diluted |
87,217,381 |
74,443,901 |
87,257,130 |
74,440,950 |
|||||||||||
|
Earnings (loss) per share attributable to Pattern Energy |
|||||||||||||||
|
Class A common stock: |
|||||||||||||||
|
Basic and diluted |
$ |
0.16 |
$ |
(0.04) |
$ |
0.23 |
$ |
(0.36) |
|||||||
|
Dividends declared per Class A common share |
$ |
0.42 |
$ |
0.39 |
$ |
0.83 |
$ |
0.77 |
|||||||
|
Pattern Energy Group Inc. Consolidated Statements of Cash Flows (In thousands of U.S. dollars) (Unaudited) | |||||||
|
Six months ended June 30, | |||||||
|
2017 |
2016 | ||||||
|
Operating activities |
|||||||
|
Net loss |
$ |
(12,145) |
$ |
(44,694) |
|||
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||||||
|
Depreciation and accretion |
92,258 |
87,089 |
|||||
|
Amortization of financing costs |
3,852 |
3,498 |
|||||
|
Amortization of debt discount/premium, net |
2,227 |
2,074 |
|||||
|
Amortization of power purchase agreements, net |
1,489 |
1,507 |
|||||
|
Loss on derivatives, net |
10,331 |
32,209 |
|||||
|
Stock-based compensation |
2,768 |
2,777 |
|||||
|
Deferred taxes |
9,149 |
2,487 |
|||||
|
Earnings in unconsolidated investments, net |
(31,395) |
(11,070) |
|||||
|
Distributions from unconsolidated investments |
31,710 |
377 |
|||||
|
Other reconciling items |
(1,017) |
(965) |
|||||
|
Changes in operating assets and liabilities: |
|||||||
|
Funds deposited by counterparty |
9,199 |
(49,480) |
|||||
|
Trade receivables |
(7,995) |
(3,753) |
|||||
|
Prepaid expenses |
2,202 |
3,400 |
|||||
|
Other current assets |
(3,638) |
(2,920) |
|||||
|
Other assets (non-current) |
2,561 |
1,839 |
|||||
|
Accounts payable and other accrued liabilities |
31,001 |
(9,631) |
|||||
|
Counterparty deposit liability |
(9,199) |
49,480 |
|||||
|
Accrued interest |
8,569 |
(178) |
|||||
|
Other current liabilities |
4,333 |
(433) |
|||||
|
Long-term liabilities |
10,648 |
6,353 |
|||||
|
Contingent liabilities |
275 |
10 |
|||||
|
Net cash provided by operating activities |
157,183 |
69,976 |
|||||
|
Investing activities |
|||||||
|
Cash paid for acquisitions, net of cash and restricted cash acquired |
(170,028) |
— |
|||||
|
Capital expenditures |
(39,087) |
(25,953) |
|||||
|
Distributions from unconsolidated investments |
8,390 |
31,774 |
|||||
|
Other assets |
7,552 |
38 |
|||||
|
Other investing activities |
12 |
(163) |
|||||
|
Net cash provided by (used in) investing activities |
(193,161) |
5,696 |
|||||
|
Financing activities |
|||||||
|
Dividends paid |
(71,544) |
(56,097) |
|||||
|
Capital distributions - noncontrolling interest |
(9,163) |
(8,187) |
|||||
|
Payment for deferred financing costs |
(7,740) |
(134) |
|||||
|
Proceeds from revolving credit facility |
85,000 |
20,000 |
|||||
|
Repayment of revolving credit facility |
(205,000) |
(40,000) |
|||||
|
Proceeds from debt |
404,395 |
— |
|||||
|
Repayment of debt |
(74,824) |
(22,262) |
|||||
|
Other financing activities |
(3,618) |
(1,060) |
|||||
|
Net cash provided by (used in) financing activities |
117,506 |
(107,740) |
|||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
2,248 |
2,017 |
|||||
|
Net change in cash, cash equivalents and restricted cash |
83,776 |
(30,051) |
|||||
|
Cash, cash equivalents and restricted cash at beginning of period |
109,371 |
146,292 |
|||||
|
Cash, cash equivalents and restricted cash at end of period |
$ |
193,147 |
$ |
116,241 |
|||
|
Supplemental disclosures |
|||||||
|
Cash payments for income taxes |
$ |
288 |
$ |
155 |
|||
|
Cash payments for interest expense |
$ |
33,666 |
$ |
36,535 |
|||
|
Schedule of non-cash activities |
|||||||
|
Change in property, plant and equipment |
$ |
1,110 |
$ |
1,302 |
|||
|
Change in other assets |
$ |
2,492 |
$ |
— |
|||
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-reports-second-quarter-2017-financial-results-300500932.html
SOURCE Pattern Energy Group Inc.
Article Date
8/8/2017Pattern Energy to Host 2017 Second Quarter Results Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, July 25, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its second quarter 2017 financial results by press release on Tuesday, August 8, 2017, prior to market open. The Company will subsequently hold a conference call that same day, Tuesday, August 8, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
|
Conference Call Details |
|
|
DATE: |
Tuesday, August 8, 2017 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
58626636 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including two projects it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-to-host-2017-second-quarter-results-conference-call-300494025.html
SOURCE Pattern Energy Group Inc.
Article Date
7/25/2017Pattern Energy to Host 2017 Second Quarter Results Conference Call
Source: PR Newswire
SAN FRANCISCO, July 25, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its second quarter 2017 financial results by press release on Tuesday, August 8, 2017, prior to market open. The Company will subsequently hold a conference call that same day, Tuesday, August 8, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
|
Conference Call Details |
|
|
DATE: |
Tuesday, August 8, 2017 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
58626636 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including two projects it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
View original content with multimedia:http://www.prnewswire.com/news-releases/pattern-energy-to-host-2017-second-quarter-results-conference-call-300494025.html
SOURCE Pattern Energy Group Inc.
Article Date
7/25/2017Pattern Energy Announces Key Strategic Initiatives for Major Expansion of Growth and Capital Opportunities with Pattern Development, Riverstone and PSP Investments
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, and NEW YORK, and MONTRÉAL, June 19, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company"), Pattern Energy Group LP ("Pattern Development 1.0"), Pattern Energy Group 2 LP ("Pattern Development 2.0" and together with Pattern Development 1.0, "Pattern Development"), Riverstone Holdings LLC ("Riverstone") and the Public Sector Pension Investment Board ("PSP Investments") today announced a series of strategic initiatives to significantly increase Pattern Energy's long-term growth outlook and enhance its access to capital. Collectively, these strategic initiatives position Pattern Energy to capture an increased share of the annual $250 billion global renewable energy market, and support its Pattern 2020 vision to double its portfolio to 5 gigawatts ("GW") by 2020. All references herein to "$" or dollars are to U.S. dollars.
The initiatives include a major increase in capital committed to Pattern Development 2.0, and a minority investment by Pattern Energy, as well as a significant expansion of the development pipeline. In addition, Pattern Energy has created a strategic relationship with PSP Investments, aligning it with one of the world's leading long-term institutional investors. PSP Investments will have a direct ownership stake in Pattern Energy and co-invest in projects.
Highlights
Pattern Development secures long-term funding commitments for expanded development business:
Strategic partnership with PSP Investments:
Accretive acquisition of two new projects and sale of a minority interest in Panhandle 2:
|
1) |
Based on a CAD to USD exchange rate of $1.32. |
|
2) |
This forward looking measure of five-year average annual purchase price multiple of cash available for distribution (CAFD) contribution from the Meikle, Mont Sainte-Marguerite and Panhandle 2 projects is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found on page 60 of Pattern Energy's 2016 Annual Report on Form 10-K. |
The initial investment by Pattern Energy in Pattern Development 2.0, Meikle and Mont Sainte-Marguerite, net of the Panhandle 2 proceeds, will require $106 million from Pattern Energy, which can be funded from available liquidity, with no capital raise required. Closing of the above transactions, which are subject to customary closing conditions, is expected to occur in the next 60 days for the initial investment in Pattern Development 2.0 and the acquisition of Meikle, 120 days for the Panhandle 2 acquisition, and 210 days for the Mont Sainte-Marguerite acquisition. The transactions are not conditioned on closing of the other above transactions.
"With these exciting initiatives, we have created an extraordinary opportunity to continue our growth. Pattern Development has secured major long-term commitments, increased the size of its pipeline by 70% and increased the identified ROFO list by 43%," said Mike Garland, Chief Executive Officer of Pattern Energy. "Pattern Energy's investment in the development business allows us to improve our margins and secure access to a tremendous pipeline of new projects. The strategic relationship with PSP Investments provides us with increased capital flexibility for new opportunities while allowing us to meet our growth targets. PSP Investments' participation demonstrates confidence in our business model, and in the renewables sector. We believe these major initiatives support our commitment to increase value for our shareholders, and we can make all of these initial investments without an equity raise."
Pattern Development 2.0 Transaction
To support the expanded growth, Pattern Development has secured $724 million in long-term capital commitments from an investment entity managed by Riverstone and an investment by Pattern Development management. This includes commitments from leading pension, sovereign wealth, endowments, family office, and investment funds.
Pattern Development 2.0 will initially own development assets, subject to Pattern Energy's ROFO rights, and focus on wind, solar, transmission and storage projects in the U.S., Canada and Mexico. Excluding the Grady and Crazy Mountain projects, which are owned by Pattern Development 2.0, the balance of the current identified ROFO assets will remain with Pattern Development 1.0 and are subject to Pattern Energy's ROFO rights. Pattern Development 1.0 will gradually wind up its business by completing and selling the remaining projects.
To enhance alignment and allow Pattern Energy to benefit from development, Pattern Energy has agreed to an initial investment of $60 million in Pattern Development 2.0, which will result in an initial ownership of ~20%. Pattern Energy will have the right, but not the obligation, to participate in subsequent capital calls for a total commitment of up to $300 million. If this right is exercised for all future capital calls, this would increase Pattern Energy's ownership to ~29%. All investors are investing on the same financial terms.
Pattern Energy retains all its prior ROFO arrangements with Pattern Development 1.0 and has enhanced certain of these rights under the arrangements with Pattern Development 2.0. For example, while Pattern Development 1.0 can under certain circumstances sell assets to another party so long as the price is not less than 105% of Pattern Energy's ROFO price, such threshold has now been increased to 110% for Pattern Development 2.0.
"Riverstone and Pattern have had a successful and profitable partnership over the last eight years. We continue to be excited about both the sector and the Pattern team, and look forward to supporting Pattern's further growth with a significant amount of new capital," said Chris Hunt, partner at Riverstone.
Expanded Development Pipeline and Identified ROFO List
Pattern Development has expanded its pipeline to 10 GW of development projects, which are subject to Pattern Energy's ROFO rights.
From Pattern Development's expanded pipeline, Pattern Energy has added 275 MW of owned capacity to its identified ROFO list, for a total of 910 MW of owned capacity.
Since its IPO, Pattern Energy has purchased, or agreed to purchase, 1,358 MW from Pattern Development 1.0 and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW. Below is a summary of the identified ROFO projects that Pattern Energy expects to acquire from Pattern Development in connection with Pattern Energy's project purchase rights:
|
Capacity (MW) | |||||||||||||||
|
Identified |
Status |
Location |
Construction |
Commercial |
Contract |
Rated (3) |
Pattern | ||||||||
|
Pattern Development 1.0 Projects | |||||||||||||||
|
Kanagi Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
14 |
6 | ||||||||
|
Futtsu Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
42 |
19 | ||||||||
|
Conejo Solar(5) |
Operational |
Chile |
2015 |
2016 |
PPA |
104 |
104 | ||||||||
|
Belle River |
In construction |
Ontario |
2016 |
2017 |
PPA |
100 |
43 | ||||||||
|
Ohorayama |
In construction |
Japan |
2016 |
2018 |
PPA |
33 |
31 | ||||||||
|
North Kent |
In construction |
Ontario |
2017 |
2018 |
PPA |
100 |
35 | ||||||||
|
Henvey Inlet |
Late stage development |
Ontario |
2017 |
2018 |
PPA |
300 |
150 | ||||||||
|
Tsugaru |
Late stage development |
Japan |
2017 |
2020 |
PPA |
122 |
91 | ||||||||
|
El Cabo |
Late stage |
U.S. |
2016 |
2017 |
PPA |
298 |
125 | ||||||||
|
Sumita |
Late stage |
Japan |
2019 |
2021 |
PPA |
100 |
50 | ||||||||
|
Pattern Development 2.0 Projects | |||||||||||||||
|
Crazy Mountain |
Late stage |
U.S. |
2018 |
2018 |
PPA |
80 |
68 | ||||||||
|
Grady |
Late stage development |
New Mexico |
2018 |
2019 |
PPA |
220 |
188 | ||||||||
|
1,513 |
910 | ||||||||||||||
|
(1) |
Represents year of actual or anticipated commencement of construction. |
|
(2) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(3) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
|
(4) |
Pattern Development-Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development 1.0's or Pattern Development 2.0's percentage ownership interest in the distributable cash flow of the project. |
|
(5) |
From time to time, we conduct strategic reviews of our markets. We have been conducting a strategic review of the market, growth, and opportunities in Chile. In the event we believe we can utilize funds that have already been invested in Chile or funds that might otherwise be invested in Chile in a more productive manner elsewhere that could generate a higher return on investment, we may decide to exit Chile for other opportunities with greater potential. In addition, Pattern Development 1.0 is also concurrently exploring strategic alternatives for its assets in Chile. |
PSP Investments Transaction
Pattern Energy's strategic partnership with PSP Investments is intended to expand capital access and improve flexibility in managing capital requirements. As part of the transaction, PSP Investments has agreed to purchase a 9.9% interest in Pattern Energy from Pattern Development 1.0, at a 2.5% discount to the 20-day volume weighted average price of Pattern Energy as of June 9, 2017, making it the largest shareholder. A person designated by PSP Investments may be added to the Pattern Energy Board of Directors at a future date.
In addition, Pattern Energy and PSP Investments will co-invest in ROFO projects based on a process that will be controlled by Pattern Energy. PSP Investments will invest at the same purchase price and on the same terms as Pattern Energy. Pattern Energy can elect the percentage interest to offer PSP Investments in each project, which are expected to range from 30% to 49.9%. Pattern Energy will continue to maintain operational and management control.
PSP Investments has agreed to cooperate with Pattern Energy on future third-party acquisitions and to support the Company's funding through potential bridge financing for projects under construction.
"We are pleased to partner with Pattern Energy, whose talented leadership team has built a solid reputation in the renewables sector, the fastest growing market of power generation," said Patrick Samson, Managing Director, Infrastructure Investments, PSP Investments. "This relationship grants us access to a portfolio of projects and a source of new assets in renewables, and we believe it will provide good and stable returns for our contributors and beneficiaries. Furthermore, it demonstrates our ability to structure large complex transactions that fulfill both our needs and those of our partners."
"PSP Investments is a well-respected, experienced, global and long-term investor in power assets, including renewable energy," added Mike Garland. "Their commitment to provide up to $500 million in capital supports our growth strategy and our ability to fund continued growth in the portfolio through alternatives to conventional equity and debt. We look forward to their participation in our business both at the Board level and as co-investors in projects."
Project Acquisitions and Divestment
Pattern Energy will acquire interests in the Meikle and Mont Sainte-Marguerite projects and will sell a partial interest in the Panhandle 2 project. These three projects are also the first projects included under the PSP Investments arrangement for co-investment.
Meikle
Meikle will be jointly owned by Pattern Energy and PSP Investments. The facility commenced commercial operations in the first quarter of 2017 and operates under a 25-year power purchase agreement with BC Hydro, which has a AA/Aaa credit rating.
Located in the Peace River Regional District of British Columbia, Canada, the 179 MW project consists of 61 GE wind turbines, including 35, 3.2 MW turbines and 26, 2.75 MW turbines.
Pattern Energy will acquire its 51% interest in Meikle for a total investment of approximately $65 million1, which represents a CAFD multiple of 10x of the project's five-year average CAFD2. The acquisition will be funded with available liquidity and is expected to close within the next 60 days, subject to customary closing conditions.
Mont Sainte-Marguerite
Mont Sainte-Marguerite will be jointly owned by Pattern Energy and PSP Investments. The facility is expected to commence commercial operations in late 2017 and operate under a 25-year power purchase agreement with Hydro-Québec, which has a A+/Aa2 credit rating.
Located in the Chaudière-Appalaches region south of Québec City, Canada, the 143 MW project consists of 46, 3.2 MW Siemens wind turbines.
Pattern Energy will acquire its 51% interest in Mont Sainte-Marguerite for a total investment of approximately $40 million1, which represents a CAFD multiple of 10x of the five-year average CAFD2. The acquisition is expected to close within 210 days, following the commencement of commercial operations and subject to customary closing conditions. It will be funded at the time of closing using available liquidity.
Panhandle 2
Pattern Energy has agreed to sell 49% of the Class B interests in its Panhandle 2 project to PSP Investments. The facility commenced commercial operations in the fourth quarter of 2014 and approximately 80% of its production is under a contracted hedge with Morgan Stanley.
Located in Carson County, Texas, the 182 MW project consists of 79, 2.3 MW Siemens wind turbines.
Pattern Energy will receive $59 million from PSP Investments in return for 49% of the Class B ownership in the project, which represents a cash gain of 20% over the Company's net investment basis and implies a CAFD multiple2 of more than 12x on the five-year average CAFD2. The acquisition is, subject to customary closing conditions, expected to close in 120 days.
The Conflicts Committee of the Board of Directors of Pattern Energy, which is comprised entirely of independent directors, recommended the terms of the transactions with Pattern Development and PSP Investments for approval by the Board of Directors, and they were approved by the Board. The Conflicts Committee was advised on financial matters by Evercore, which also provided fairness opinions, and on legal matters by Davis Polk & Wardwell LLP.
|
1) |
Based on a CAD to USD exchange rate of $1.32 |
|
2) |
This forward looking measure of five-year average annual purchase price multiple of Cash Available for Distribution (CAFD) contribution from the Meikle, Mont Sainte-Marguerite and Panhandle 2 projects is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found on page 60 of Pattern Energy's 2016 Annual Report on Form 10-K. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast with slides to discuss the initiatives at 10:30 a.m. Eastern Time on Monday, June 19, 2017. Mike Garland, President and CEO, will chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy conference call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 30185440. The replay recording will be available until 11:59 p.m. Eastern Time, on July 10, 2017.
A live webcast of the conference call with slides will be also available on the Events & Presentations page in the Investors section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including the two projects it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly experienced team has developed, financed and placed into operation more than 4.5 GW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development includes its affiliate Pattern Development 2.0, which is the long-term development vehicle in which Pattern Energy intends to invest in. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Mexico City, Santiago, Chile, and Tokyo, Japan. For more information, visit www.patterndev.com.
About PSP Investments
The Public Sector Pension Investment Board ("PSP Investments") is one of Canada's largest pension investment managers with C$135.6 billion of net assets under management as at March 31, 2017. It manages a diversified global portfolio composed of investments in public financial markets, private equity, real estate, infrastructure, natural resources and private debt. Established in 1999, PSP Investments manages net contributions to the pension funds of Canada's federal Public Service, the Canadian Armed Forces, the Royal Canadian Mounted Police and the Reserve Force. Headquartered in Ottawa, Canada, PSP Investments has its principal business office in Montréal and offices in New York and London, its European hub. For more information, visit www.investpsp.com, Twitter @InvestPSP or LinkedIn.
About Riverstone Holdings LLC
Riverstone is an energy and power-focused private investment firm founded in 2000 by David M. Leuschen and Pierre F. Lapeyre, Jr. with approximately $36 billion of capital raised. Riverstone conducts buyout and growth capital investments in the E&P, midstream, oilfield services, power, and renewable sectors of the energy industry. With offices in New York, London, Houston, and Mexico City, Riverstone has committed over $35 billion to more than 130 investments in North America, South America, Europe, Africa, Asia, and Australia.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. Readers can identify these statements by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "should," "will," "would," or similar words. Readers should read statements that contain these words carefully because they discuss the Pattern Energy's current plans, strategies, prospects and expectations concerning its business, operating results, financial conditions, and other similar matters. While the Pattern Energy believes that these forward-looking statements are reasonable as and when made, there may be events in the future that it was not able to predict accurately or control, and there can be no assurance that future developments affecting the Pattern Energy will be those that the Pattern Energy anticipates. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the ability of the transactions to support Pattern Energy's long-term growth outlook, the ability to consummate the investment into Pattern Development 2.0, the ability to consummate future investments in Pattern Development 2.0, the ability of Pattern Development 2.0 to buy back equity from its existing investors, the ability of the strategic partnership with PSP Investments to support Pattern Energy's growth plans, the ability to consummate acquisitions of majority interests in the Meikle and Mont Saint-Marguerite project, the ability to consummate the sale of a minority interest in the Panhandle 2 project to PSP Investments, the ability of PSP Investments to consummate project co-investments, the CAFD multiple and five year average CAFD of each of the Meikle, Mont Sainte-Marguerite, and Panhandle 2 projects, the ability of the Pattern Development 2.0 investment to bring economic alignment and ongoing access to a pipeline of projects, the ability to achieve a target of 5 GW of projects by 2020, the ability of the relationship with PSP Investments to unlock value in the Pattern Energy portfolio and growth potential, the ability of Pattern Development 2.0 to acquire the Mexican and Canadian development assets of Pattern Development 1.0, the ability of Pattern Development 1.0 to wind up its business, the ability of an individual designated by PSP Investments to join Pattern Energy's Board of Directors, the ability of PSP Investments to consummate the purchase of minority interests in each of the Meikle and Mont Sainte-Marguerite projects, the ability of PSP Investments to provide up to $500 million in capital to support Pattern Energy's growth, the ability of PSP Investments to arrange for or provide bridge loans and construction financing for Pattern Energy's acquisition funding commitment on co-investment projects, and the ability to use proceeds from the sale of a portion of Panhandle 2 to PSP Investments to fund part of the purchase prices of Meikle and Mont-Sainte-Marguerite from Pattern Development 1.0. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
The forward-looking measures of CAFD multiple and five-year average CAFD herein are non-GAAP measures that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD.
Contacts:
|
Media Relations |
Investor Relations |
|
Matt Dallas |
Ross Marshall |
|
917-363-1333 |
416-526-1563 |
|
Verena Garofalo |
|
|
PSP Investments |
|
|
514-218-3795 |
|
SOURCE Pattern Energy Group Inc.
Article Date
6/19/2017Pattern Energy Reports Results of Director Election
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, June 2, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced that the nominees listed in the Proxy Statement, dated April 14, 2017, for the 2017 Annual Meeting of Stockholders (the "Meeting") were elected as Directors of the Company. The results of the vote for the election of Directors at the Meeting held on June 1, 2017 in San Francisco were as follows:
|
Votes For |
Votes Against |
Votes Abstain | ||||
|
Nominees |
Number |
% |
Number |
% |
Number |
% |
|
Alan R. Batkin |
68,127,043 |
99.01 |
617,098 |
0.90 |
64,153 |
0.09 |
|
Patricia S. Bellinger |
68,341,665 |
99.32 |
414,593 |
0.60 |
52,036 |
0.08 |
|
The Lord Browne of Madingley |
68,385,519 |
99.39 |
365,443 |
0.53 |
57,332 |
0.08 |
|
Michael M. Garland |
65,438,756 |
95.10 |
3,317,576 |
4.82 |
51,962 |
0.08 |
|
Douglas G. Hall |
68,653,648 |
99.77 |
100,039 |
0.15 |
54,607 |
0.08 |
|
Michael B. Hoffman |
68,443,521 |
99.47 |
308,999 |
0.45 |
55,774 |
0.08 |
|
Patricia M. Newson |
68,657,207 |
99.78 |
100,509 |
0.15 |
50,578 |
0.07 |
In addition, at the Meeting, the appointment of Ernst & Young as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified, stockholders on an advisory and non-binding basis voted to approve the compensation of the Company's named executive officers as disclosed in the 2017 proxy statement, and the Company's Amended and Restated 2013 Equity Incentive Award Plan was approved.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable, long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
|
Contacts: |
|
|
Media Relations |
Investor Relations |
|
Matt Dallas |
Sarah Webster |
|
917-363-1333 |
415-283-4076 |
SOURCE Pattern Energy Group Inc.
Article Date
6/2/2017Pattern Energy Reports First Quarter 2017 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
- Increases dividend to $0.418 per Class A common share for Q2 2017 -
SAN FRANCISCO, May 9, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2017 first quarter.
Highlights
(Comparisons made between fiscal Q1 2017 and fiscal Q1 2016 results, unless otherwise noted)
"Our fleet of high-quality wind assets continues to perform at a high level and production met our expectation for the quarter. As such, we are on track to achieve our CAFD target for 2017(2)," said Mike Garland, President and CEO of Pattern Energy. "With the acquisition and commencement of commercial operations at Broadview, all 18 of our projects are fully operational, providing a total owned capacity in excess of 2.6 GW. We believe significant and diverse opportunities exist to expand our portfolio on an accretive basis. Acquisitions from our identified ROFO list provide near-term opportunities to grow our CAFD per share in a manner, and at a pace, that reflects the valuation of the business and our cost of capital. The opportunity to potentially invest in the development business, through Pattern Development 2.0(1), offers us secure access to high-quality assets from a proven platform that can grow our CAFD per share in the medium and long-term. We believe that the outlook for renewable energy has never been better and we have the business model to deliver sustainable and growing returns for our shareholders."
(1) In December 2016, Pattern Energy Group LP ("Pattern Development 1.0"), formed Pattern Energy Group 2 LP ("Pattern Development 2.0")
(2) These forward looking measures of (a) 2017 full year cash available for distribution (CAFD) and (b) five-year average annual purchase price multiple of CAFD contribution from Broadview are non-GAAP measures that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2017 Quarterly Report on Form 10-Q for the period ended March 31, 2017.
Financial and Operating Results
Pattern Energy sold 2,038,159 megawatt hours ("MWh") of electricity on a proportional basis in the first quarter of 2017 compared to 1,801,034 MWh sold in the same period last year. The increase was primarily attributable to volume increases of 133,297 MWh from controlling interests in consolidated MWh due to less favorable wind conditions in the first quarter of 2016 compared to the current period and a 103,828 MWh increase from unconsolidated investments due to the acquisition of Armow in October 2016. Overall, production was at the Company's expectation for the first quarter compared to its long-term forecast.
Net cash provided by operating activities was $43.8 million for the first quarter of 2017 compared to $14.7 million for the same period last year. The $29.0 million improvement was primarily due to higher revenues of $10.7 million (excluding unrealized loss on energy derivative and amortization of power purchase agreements ("PPAs")), increased distributions from unconsolidated investments of $16.5 million and decreased project expense of $3.1 million. These increases were partially offset by a $4.1 million increase in operating expense.
Cash available for distribution was $45.1 million for the first quarter of 2017 compared to $41.0 million for the same period last year. The increase of $4.1 million, or approximately 10%, was primarily due to a $10.7 million increase in revenues (excluding unrealized loss on energy derivative and amortization of PPAs, a $3.1 million decrease in project expense, a $1.3 million decrease in distribution to noncontrolling interests, and a $0.9 million increase in total distributions from unconsolidated investment, as reported in operating and investing activities on the consolidated statements of cash flows. These increases were partially offset by increases in operating expense of $4.1 million, project reserve funding of $3.5 million, interest expense of $2.0 million and principal payments of $1.4 million.
Net income was $2.5 million in the first quarter of 2017, compared to a net loss of $29.0 million for the same period last year. The improvement of $31.6 million was primarily attributable to an increase in revenues of $13.2 million and decreases of $23.2 million in other expense and $3.1 million in project expense. These increases were partially offset by increases of $4.1 million in operating expense and $3.5 million in tax provision.
Adjusted EBITDA was $98.2 million for the first quarter of 2017 compared to $78.1 million for the same period last year. The 26% increase was primarily due to a $10.7 million increase in revenues (excluding unrealized loss on energy derivative and amortization of PPAs), a $9.6 million increase in our proportionate share of Adjusted EBITDA from unconsolidated investments, and a $3.1 million decrease in project expense. These increases were partially offset by an increase to operating expense of $4.1 million.
2017 Financial Guidance
Pattern Energy is re-confirming its targeted annual cash available for distribution for 2017 within a range of $140 million to $165 million, representing an increase of 15% at the midpoint of the range, compared to cash available for distribution in 2016. As noted above, forward-looking cash available for distribution is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort for the reasons stated above.
Quarterly Dividend
Pattern Energy declared an increased dividend for the second quarter 2017, payable on July 31, 2017, to holders of record on June 30, 2017 in the amount of $0.418 per Class A common share, which represents $1.672 on an annualized basis. This is a 1.0% increase from the first quarter 2017 dividend of $0.41375.
Acquisitions
Subsequent to the end of the quarter, Pattern Energy acquired a 272 MW interest in the 324 MW Broadview projects and the 35-mile 345 kV Western Interconnect transmission line from Pattern Development 1.0 for $269 million. The funding of the purchase price from Pattern Energy consisted of cash consideration of approximately $215 million from currently available liquidity and a project loan of approximately $54 million secured by Western Interconnect.
Based on the expected timing of cash flows and assuming normal wind conditions, Pattern Energy expects the CAFD contribution, after deduction of Western Interconnect financing costs, to be $18 million in 2018 and to increase approximately $2.5 million per year thereafter through 2022. This results in a five-year average CAFD of $23 million per year and a 9.3x CAFD multiple, based on the cash consideration of $215 million paid to acquire Broadview and Western Interconnect. As noted above, forward-looking five-year average and anticipated 2018 and annual cash available for distribution is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort for the reasons stated above.
Broadview, which is located 30 miles north of Clovis, New Mexico, commenced commercial operations in late March. Broadview has entered into two 20-year power purchase agreements with Southern California Edison, which has a BBB+/A2 credit rating, for sale of 100 percent of its output, up to a total of 297 MW, which has been factored into the project's economics.
Acquisition Pipeline
Pattern Energy has the Right of First Offer (ROFO) on a pipeline of acquisition opportunities from Pattern Development 1.0 and Pattern Development 2.0 (together, the "Pattern Development Companies"). The identified ROFO list stands at 962 MW of total owned capacity. This list of identified ROFO projects represents a portion of the Pattern Development Companies' 5,900 MW pipeline of development projects, all of which are subject to Pattern Energy's ROFO.
Since its IPO, Pattern Energy has purchased 1,194 MW from Pattern Development 1.0 and in aggregate grown the identified ROFO list from 746 MW to a total of 2,156 MW. Below is a summary of the Identified ROFO Projects that the Company expects to acquire from the Pattern Development Companies in connection with Pattern Energy's project purchase rights:
|
Capacity (MW) | ||||||||||||||
|
Identified |
Status |
Location |
Construction |
Commercial |
Contract |
Rated (3) |
Pattern | |||||||
|
Pattern Development 1.0 Projects | ||||||||||||||
|
Kanagi Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
14 |
6 | |||||||
|
Futtsu Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
42 |
19 | |||||||
|
Conejo Solar(5) |
Operational |
Chile |
2015 |
2016 |
PPA |
104 |
104 | |||||||
|
Meikle |
Operational |
British Columbia |
2015 |
2017 |
PPA |
180 |
180 | |||||||
|
Belle River |
In construction |
Ontario |
2016 |
2017 |
PPA |
100 |
43 | |||||||
|
Ohorayama |
In construction |
Japan |
2016 |
2018 |
PPA |
33 |
31 | |||||||
|
Mont Sainte-Marguerite |
In construction |
Québec |
2017 |
2017 |
PPA |
147 |
147 | |||||||
|
North Kent |
In construction |
Ontario |
2017 |
2018 |
PPA |
100 |
43 | |||||||
|
Henvey Inlet |
Late stage development |
Ontario |
2017 |
2018 |
PPA |
300 |
150 | |||||||
|
Tsugaru |
Late stage development |
Japan |
2017 |
2020 |
PPA |
126 |
63 | |||||||
|
Pattern Development 2.0 Projects | ||||||||||||||
|
Grady |
Late stage development |
New Mexico |
2018 |
2019 |
PPA |
220 |
176 | |||||||
|
1366 |
962 | |||||||||||||
|
(1) |
Represents year of actual or anticipated commencement of construction. |
|
(2) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(3) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
|
(4) |
Pattern Development-Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development 1.0's or Pattern Development 2.0's percentage ownership interest in the distributable cash flow of the project. |
|
(5) |
From time to time, we conduct strategic reviews of our markets. We have been conducting a strategic review of the market, growth, and opportunities in Chile. In the event we believe we can utilize funds that have already been invested in Chile or funds that might otherwise be invested in Chile in a more productive manner elsewhere that could generate a higher return on investment, we may decide to exit Chile for other opportunities with greater potential. In addition, Pattern Development 1.0 is also concurrently exploring strategic alternatives for its assets in Chile. |
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net income (loss) to Adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three months ended March 31, | |||||||
|
2017 |
2016 | ||||||
|
Net cash provided by operating activities |
$ |
43,752 |
$ |
14,721 |
|||
|
Changes in operating assets and liabilities |
13,423 |
18,967 |
|||||
|
Network upgrade reimbursement |
317 |
— |
|||||
|
Release of restricted cash to fund project and general and administrative costs |
— |
590 |
|||||
|
Operations and maintenance capital expenditures |
(146) |
(230) |
|||||
|
Distributions from unconsolidated investments |
4,205 |
19,814 |
|||||
|
Other |
(3,432) |
13 |
|||||
|
Less: |
|||||||
|
Distributions to noncontrolling interests |
(2,647) |
(3,917) |
|||||
|
Principal payments paid from operating cash flows |
(10,326) |
(8,943) |
|||||
|
Cash available for distribution |
$ |
45,146 |
$ |
41,015 |
|||
|
Three months ended March 31, | |||||||
|
2017 |
2016 | ||||||
|
Net income (loss) |
$ |
2,539 |
$ |
(29,048) |
|||
|
Plus: |
|||||||
|
Interest expense, net of interest income |
22,061 |
20,315 |
|||||
|
Tax provision |
4,775 |
1,298 |
|||||
|
Depreciation, amortization and accretion |
47,227 |
45,384 |
|||||
|
EBITDA |
76,602 |
37,949 |
|||||
|
Unrealized loss on energy derivative (1) |
2,358 |
4,825 |
|||||
|
Loss on undesignated derivatives, net |
648 |
13,631 |
|||||
|
Net (gain) loss on transactions |
312 |
(33) |
|||||
|
Adjustments from unconsolidated investments |
— |
(1,712) |
|||||
|
Plus, proportionate share from unconsolidated investments: |
|||||||
|
Interest expense, net of interest income |
9,340 |
7,219 |
|||||
|
Depreciation, amortization and accretion |
8,454 |
6,293 |
|||||
|
Loss on undesignated derivatives, net |
484 |
9,916 |
|||||
|
Adjusted EBITDA |
$ |
98,198 |
$ |
78,088 |
|||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time on Tuesday May 9, 2017. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 13895652. The replay recording will be available until 11:59 p.m. Eastern Time, May 30, 2017.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to achieve the 2017 cash available for distribution target, the 2018 and five year average annual CAFD generated by Broadview, the ability for a potential investment in Pattern Development 2.0 to offer the Company secure access to high-quality assets to grow CAFD per share, the outlook for renewable energy and the ability of the Company's business model to deliver sustainable and growing returns for the Company's shareholders. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: |
|||
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
|
Pattern Energy Group Inc. Consolidated Balance Sheets (In thousands of U.S. Dollars, except share data) (Unaudited) | |||||||
|
March 31, |
December 31, | ||||||
|
2017 |
2016 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
244,675 |
$ |
83,932 |
|||
|
Restricted cash |
8,493 |
11,793 |
|||||
|
Funds deposited by counterparty |
41,977 |
43,635 |
|||||
|
Trade receivables |
45,998 |
37,510 |
|||||
|
Derivative assets, current |
18,098 |
17,578 |
|||||
|
Prepaid expenses |
12,857 |
13,803 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $9,964 and $9,350 as of March 31, 2017 and December 31, 2016, respectively |
2,449 |
2,456 |
|||||
|
Other current assets |
11,387 |
7,350 |
|||||
|
Total current assets |
385,934 |
218,057 |
|||||
|
Restricted cash |
17,117 |
13,646 |
|||||
|
Property, plant and equipment, net |
3,095,179 |
3,135,162 |
|||||
|
Unconsolidated investments |
232,735 |
233,294 |
|||||
|
Derivative assets |
23,385 |
26,712 |
|||||
|
Deferred financing costs |
3,370 |
4,052 |
|||||
|
Net deferred tax assets |
5,903 |
5,559 |
|||||
|
Finite-lived intangible assets, net |
90,202 |
91,895 |
|||||
|
Other assets |
21,399 |
24,390 |
|||||
|
Total assets |
$ |
3,875,224 |
$ |
3,752,767 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
26,847 |
$ |
31,305 |
|||
|
Accrued construction costs |
848 |
1,098 |
|||||
|
Counterparty deposit liability |
41,977 |
43,635 |
|||||
|
Accrued interest |
6,802 |
9,545 |
|||||
|
Dividends payable |
36,527 |
35,960 |
|||||
|
Derivative liabilities, current |
11,877 |
11,918 |
|||||
|
Revolving credit facility |
— |
180,000 |
|||||
|
Current portion of long-term debt, net |
50,715 |
48,716 |
|||||
|
Other current liabilities |
3,723 |
4,698 |
|||||
|
Total current liabilities |
179,316 |
366,875 |
|||||
|
Long-term debt, net |
1,669,680 |
1,334,956 |
|||||
|
Derivative liabilities |
21,553 |
24,521 |
|||||
|
Net deferred tax liabilities |
37,435 |
31,759 |
|||||
|
Finite-lived intangible liability, net |
53,796 |
54,663 |
|||||
|
Other long-term liabilities |
65,212 |
61,249 |
|||||
|
Total liabilities |
2,026,992 |
1,874,023 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 87,616,747 and 87,410,687 shares outstanding as of March 31, 2017 and December 31, 2016, respectively |
877 |
875 |
|||||
|
Additional paid-in capital |
1,110,412 |
1,145,760 |
|||||
|
Accumulated loss |
(88,617) |
(94,270) |
|||||
|
Accumulated other comprehensive loss |
(57,492) |
(62,367) |
|||||
|
Treasury stock, at cost; 110,964 and 110,964 shares of Class A common stock as of March 31, 2017 and December 31, 2016, respectively |
(2,500) |
(2,500) |
|||||
|
Total equity before noncontrolling interest |
962,680 |
987,498 |
|||||
|
Noncontrolling interest |
885,552 |
891,246 |
|||||
|
Total equity |
1,848,232 |
1,878,744 |
|||||
|
Total liabilities and equity |
$ |
3,875,224 |
$ |
3,752,767 |
|||
|
Pattern Energy Group Inc. Consolidated Statements of Operations (In thousands of U.S. dollars, except per share data) | |||||||
|
Three months ended March 31, | |||||||
|
2017 |
2016 | ||||||
|
Revenue: |
|||||||
|
Electricity sales |
$ |
98,434 |
$ |
85,663 |
|||
|
Other revenue |
2,399 |
1,976 |
|||||
|
Total revenue |
100,833 |
87,639 |
|||||
|
Cost of revenue: |
|||||||
|
Project expense |
29,170 |
32,246 |
|||||
|
Depreciation and accretion |
43,740 |
43,411 |
|||||
|
Total cost of revenue |
72,910 |
75,657 |
|||||
|
Gross profit |
27,923 |
11,982 |
|||||
|
Operating expenses: |
|||||||
|
General and administrative (Note 13) |
11,124 |
8,562 |
|||||
|
Related party general and administrative |
3,426 |
1,897 |
|||||
|
Total operating expenses |
14,550 |
10,459 |
|||||
|
Operating income |
13,373 |
1,523 |
|||||
|
Other income (expense): |
|||||||
|
Interest expense |
(22,555) |
(21,061) |
|||||
|
Loss on undesignated derivatives, net |
(648) |
(13,631) |
|||||
|
Earnings in unconsolidated investments |
16,876 |
3,830 |
|||||
|
Net (loss) gain on transactions |
(312) |
33 |
|||||
|
Other income, net |
580 |
1,556 |
|||||
|
Total other expense |
(6,059) |
(29,273) |
|||||
|
Net income (loss) before income tax |
7,314 |
(27,750) |
|||||
|
Tax provision |
4,775 |
1,298 |
|||||
|
Net income (loss) |
2,539 |
(29,048) |
|||||
|
Net loss attributable to noncontrolling interest |
(3,114) |
(5,378) |
|||||
|
Net income (loss) attributable to Pattern Energy |
$ |
5,653 |
$ |
(23,670) |
|||
|
Weighted-average number of common shares outstanding |
|||||||
|
Basic |
87,062,612 |
74,437,998 |
|||||
|
Diluted |
87,131,280 |
74,437,998 |
|||||
|
Earnings (loss) per share attributable to Pattern Energy |
|||||||
|
Class A common stock: |
|||||||
|
Basic and diluted |
$ |
0.06 |
$ |
(0.32) |
|||
|
Dividends declared per Class A common share |
$ |
0.41 |
$ |
0.38 |
|||
|
Pattern Energy Group Inc. Consolidated Statements of Cash Flows (In thousands of U.S. dollars) (Unaudited)
| |||||||
|
Three months ended March 31, | |||||||
|
2017 |
2016 | ||||||
|
Operating activities |
|||||||
|
Net income (loss) |
$ |
2,539 |
$ |
(29,048) |
|||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|||||||
|
Depreciation and accretion |
43,740 |
43,411 |
|||||
|
Amortization of financing costs |
1,858 |
1,746 |
|||||
|
Amortization of debt discount/premium, net |
1,102 |
1,032 |
|||||
|
Amortization of power purchase agreements, net |
736 |
753 |
|||||
|
Loss on derivatives, net |
2,350 |
17,757 |
|||||
|
Stock-based compensation |
985 |
1,195 |
|||||
|
Deferred taxes |
4,693 |
1,143 |
|||||
|
Earnings in unconsolidated investments, net |
(16,876) |
(3,517) |
|||||
|
Distributions from unconsolidated investments |
16,487 |
— |
|||||
|
Other reconciling items |
(439) |
(784) |
|||||
|
Changes in operating assets and liabilities: |
|||||||
|
Funds deposited by counterparty |
1,658 |
(61,177) |
|||||
|
Trade receivables |
(8,432) |
3,215 |
|||||
|
Prepaid expenses |
946 |
1,360 |
|||||
|
Other current assets |
(4,083) |
1,114 |
|||||
|
Other assets (non-current) |
2,992 |
(236) |
|||||
|
Accounts payable and other accrued liabilities |
(4,418) |
(18,671) |
|||||
|
Counterparty deposit liability |
(1,658) |
61,177 |
|||||
|
Accrued interest |
(2,725) |
(6,235) |
|||||
|
Other current liabilities |
(975) |
(1,218) |
|||||
|
Long-term liabilities |
3,272 |
1,704 |
|||||
|
Net cash provided by operating activities |
43,752 |
14,721 |
|||||
|
Investing activities |
|||||||
|
Cash paid for acquisitions, net of cash acquired |
(275) |
— |
|||||
|
Capital expenditures |
(1,328) |
(24,084) |
|||||
|
Distributions from unconsolidated investments |
4,205 |
19,814 |
|||||
|
Other investing activities |
83 |
(125) |
|||||
|
Net cash provided by (used in) investing activities |
2,685 |
(4,395) |
|||||
|
Financing activities |
|||||||
|
Dividends paid |
(35,522) |
(27,711) |
|||||
|
Capital distributions - noncontrolling interest |
(2,647) |
(3,917) |
|||||
|
Payment for deferred financing costs |
(5,025) |
— |
|||||
|
Proceeds from revolving credit facility |
— |
20,000 |
|||||
|
Repayment of revolving credit facility |
(180,000) |
(20,000) |
|||||
|
Proceeds from long-term debt |
350,000 |
— |
|||||
|
Repayment of long-term debt |
(10,326) |
(8,943) |
|||||
|
Other financing activities |
(2,003) |
(143) |
|||||
|
Net cash provided by (used in) financing activities |
114,477 |
(40,714) |
|||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
— |
1,837 |
|||||
|
Net change in cash, cash equivalents and restricted cash |
160,914 |
(28,551) |
|||||
|
Cash, cash equivalents and restricted cash at beginning of period |
109,371 |
146,292 |
|||||
|
Cash, cash equivalents and restricted cash at end of period |
$ |
270,285 |
$ |
117,741 |
|||
|
Supplemental disclosures |
|||||||
|
Cash payments for income taxes |
$ |
247 |
$ |
97 |
|||
|
Cash payments for interest expense, net of capitalized interest |
$ |
22,607 |
$ |
24,204 |
|||
|
Schedule of non-cash activities |
|||||||
|
Change in property, plant and equipment |
$ |
956 |
$ |
11,599 |
|||
|
Accrual of deferred financing costs |
$ |
1,640 |
$ |
— |
|||
SOURCE Pattern Energy Group Inc.
Article Date
5/9/2017Pattern Energy Publishes White Paper on Renewable Energy Development
Source: PR Newswire
SAN FRANCISCO, April 27, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy") today announced it has published a white paper (the "White Paper") on its website outlining the business model, investment thesis and phases of development.
"We believe that development undertaken with a disciplined, experienced approach offers one of the more attractive risk-reward profiles in the renewable energy value chain," said Mike Garland, CEO of Pattern Energy. "This White Paper describes: 1) the potential benefits of investing in development activities, 2) the activities involved in the various phases of wind development, along with real examples to help the reader better understand the business, and 3) the methods to more effectively manage capital and project risk. Development is a very exciting area of our industry that is continuing to grow; globally, there are more investments being made in new renewable energy projects than in fossil fuels."
Any investment by Pattern Energy in Pattern Energy Group 2 LP ("Pattern Development 2.0") would be subject to approval by Pattern Energy's Conflicts Committee and Board of Directors.
The White Paper is available on the Events & Presentation page in the Investors section of Pattern Energy's website at www.patternenergy.com.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements whether any investment will be made in Pattern Development 2.0 at all, and the risk-reward profile, potential benefits, and returns of any investment in development. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
The content provided in the White Paper is intended solely for general information purposes. The case studies, hypotheticals and other information in the White Paper do not constitute estimates, forecasts or assurances that similar future circumstances will result in similar results. The White Paper in no way constitutes the provision of investment advice. Pattern Energy does not accept liability for direct or indirect losses resulting from using, relying or acting upon information in the White Paper.
|
Contacts: | |
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
SOURCE Pattern Energy Group Inc.
Article Date
4/27/2017Pattern Energy Acquires 324 MW Broadview Wind in New Mexico as it Begins Operations
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
Project expected to provide approximately $23 million in annual cash available for distribution
SAN FRANCISCO, April 26, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy") today announced it has acquired interests in the two wind projects that comprise the 324 megawatt ("MW") Broadview Wind power facilities ("Broadview") and associated independent 35-mile 345 kV Western Interconnect transmission line ("Western Interconnect") from Pattern Energy Group LP ("Pattern Development 1.0") for $269 million, consisting of cash consideration of $215 million and an assumed project loan of $54 million. Broadview, which is located 30 miles north of Clovis, New Mexico, commenced commercial operations in late March.
Highlights
"This extraordinary project brings inexpensive renewable power from eastern New Mexico, one of the highest wind areas in the west, using dedicated transmission capacity from several transmission systems into California. Broadview's production complements production from California's domestic renewable resources helping California transition to a carbon-free, low-cost, renewable grid," said Mike Garland, President and CEO of Pattern Energy. "We are especially excited to bring this project on line because Pattern Development is actively developing several significant opportunities in New Mexico and the southwest U.S. as part of the region's increasing demand for low-cost, renewable energy. These new opportunities will be subject to our ROFO as part of our relationship with Pattern Development."
Pattern Energy has acquired from Pattern Development 1.0 an 84% initial cash flow interest in Broadview and a 99% ownership interest in Western Interconnect. Institutional equity investors have acquired from Pattern Development 1.0 a 16% initial cash flow interest in, and a 99% initial taxable income allocation from, Broadview. Following the acquisition, based on its initial cash flow share, Pattern Energy retains an owned interest of 272 MW in Broadview. Pattern Energy's commitment to own and operate the facility was a core component of securing high-quality institutional equity investors for the project financing.
Pattern Energy acquired Broadview and Western Interconnect for $269 million, including cash consideration of $215 million and an assumed project loan of $54 million secured by Western Interconnect. The cash consideration was funded from available corporate liquidity. The Western Interconnect loan commitment was originally secured at the time of the agreement to acquire Broadview in June 2016. The interest on the debt is 90% swapped over the 19-year amortization term. The debt has a maturity of 10 years.
Broadview will begin receiving both pay-as-you-go ("PAYGO") contributions from Broadview's tax equity investors and certain New Mexico production tax credits starting in 2018. Based on the expected timing of these cash flows and assuming normal wind conditions, Pattern Energy expects the CAFD contribution, after deduction of Western Interconnect financing costs, to be $18 million in 2018 and to increase approximately $2.5 million per year thereafter through 2022. This results in a five-year average CAFD of $23 million per year and a 9.3x CAFD multiple, based on the cash consideration of $215 million paid to acquire Broadview and Western Interconnect.
Broadview consists of 141 Siemens 2.3 MW wind turbines and has the capacity to generate 324 MW of energy, the power equivalent to the annual energy usage of approximately 180,000 California homes. Broadview is limited to 297 MW of injection capacity at Broadview's transmission interconnection point.
Broadview has entered into two 20-year power purchase agreements ("PPAs") with Southern California Edison ("SCE"), which has a BBB+/A2 credit rating, for sale of 100 percent of the output, up to a total of 297 MW, which has been factored into Broadview's economics.
Broadview interconnects to the Western Interconnect transmission project, a 345 kV transmission line, approximately 35 miles in length. To wheel the output from Broadview to the California Independent System Operator system where it is delivered to SCE, Broadview has entered into long-term, firm, point-to-point transmission service agreements to move the output through the Western Interconnect, Public Service of New Mexico and Arizona Public Service transmission systems.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the annual CAFD generated by Broadview, the CAFD multiple of Broadview, the new opportunities Pattern Development is developing in New Mexico and the southwest U.S., the generation capacity of Broadview, and power equivalent annual energy usage of California homes such capacity represents. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
These forward-looking measures of annual CAFD, CAFD multiple, anticipated 2018 CAFD and five-year average CAFD run rate are non-GAAP measures that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
SOURCE Pattern Energy Group Inc.
Article Date
4/26/2017Pattern Energy to Host 2017 First Quarter Results Conference Call
Source: PR Newswire
SAN FRANCISCO, April 26, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) ("Pattern Energy" or the "Company"), today announced that it will release its first quarter 2017 financial results by press release on Tuesday, May 9, 2017, prior to market open. The Company will subsequently hold a conference call that same day, Tuesday, May 9, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
Conference Call Details
|
DATE: |
Tuesday, May 9, 2017 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
13895652 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
SOURCE Pattern Energy Group Inc.
Article Date
4/26/2017Pattern Energy Reports Fourth Quarter and Year End 2016 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
- Increases dividend to $0.41375 per Class A common share for first quarter 2017 -
SAN FRANCISCO, March 1, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced its financial results for the 2016 fourth quarter and year.
Highlights
(Comparisons made between fiscal 2016 and fiscal 2015 results, unless otherwise noted)
"We delivered 44 percent growth in our cash available for distribution in 2016 which is approximately the midpoint of our guidance range. Our high-quality portfolio of 18 assets continues to supply stable cash flows. The outlook for renewables has never been stronger as technology improvements continue to drive the delivered cost of power lower. Lower technology costs and our proven ability to develop new investment opportunities position us to continue to achieve high growth rates for the next several years and beyond," said Mike Garland, President and CEO of Pattern Energy. "In order to deliver on this potential, in September we launched an internal initiative called Pattern 2020 that outlined our vision for the business through 2020. The Pattern 2020 vision has three goals: 1) to make Pattern the best place to work in the industry; 2) to double the size of our portfolio; and 3) to continue to be a top competitor, which will include aggressively lowering our costs through operational initiatives, improved systems and automation and other actions. It's a vision that brings focus throughout the whole organization as we execute our day-to-day work to deliver safe, reliable, low cost renewable energy to communities."
Financial Results
Pattern Energy sold 1,817,651 MWh of electricity on a proportional basis in the fourth quarter of 2016 compared to 1,714,884 MWh sold for the same period in 2015. Pattern Energy sold 6,806,272 MWh of electricity on a proportional basis for the year ended December 31, 2016 (the "full year 2016"), compared to 5,136,675 MWh sold in 2015. The increase for the quarterly period is primarily due to the commencement of commercial operations of Amazon Wind Farm Fowler Ridge in December 2015 and the acquisition of Armow in the fourth quarter of 2016. Overall, production was modestly below the Company's expectation for the fourth quarter compared to its long-term forecast. The increase in proportional MWh sold for the annual period was primarily attributable to a 1,425,038 MWh increase in volume from controlling interest in consolidated MWh and a 244,559 MWh increase in volume from unconsolidated investments due to the acquisitions of Armow in October 2016 and K2 in June 2015.
Net cash provided by operating activities was $56.3 million for the fourth quarter of 2016 compared to $32.4 million for the same period in 2015. The change quarter over quarter is primarily due to increases in working capital of $13.5 million, increased distributions from unconsolidated investments of $14.6 million and decreased cash payments for interest of $2.9 million. These increases were partially offset by decreases in revenues of $4.1 million (excluding unrealized loss on energy derivative and amortization of PPAs) primarily due to decreases in MWh sold and increases in operating expenses of $2.2 million.
Net cash provided by operating activities was $163.7 million for the full year 2016 compared to $117.8 million in 2015, an increase of $45.8 million, or approximately 38.9%. The increase was primarily due to higher revenues of $47.3 million (excluding unrealized loss on energy derivative and amortization of PPAs) from projects which were acquired since May 2015 or which commenced commercial operations since September 2015, increased distributions from unconsolidated investments of $15.0 million, increased working capital of $4.1 million, a decrease in transaction costs of $3.1 million, and a $2.4 million increase in related party income. These increases were partially offset by increased project expenses of $14.2 million and operating expenses of $13.1 million.
Cash available for distribution was $36.2 million in the fourth quarter of 2016 compared to $32.9 million for the same period in 2015. The $3.3 million increase in cash available for distribution is due to increases of $5.5 million in distributions from unconsolidated investments, a $4.2 million increase in network upgrade reimbursements, increased related party income of $0.7 million, decreased net losses on transactions of $0.7 million, decreased project expenses of $0.7 million, and decreased principal payments of $0.7 million. These increases were partially offset by decreases in revenues of $4.1 million (excluding unrealized loss on energy derivative and amortization of PPAs) due primarily to decreases in volumes, increases in operating expenses of $2.2 million, and increased distributions to noncontrolling interests of $2.6 million.
Cash available for distribution was $133.0 million for the full year 2016 compared to $92.4 million for 2015. Based on dividends paid during 2016, Pattern Energy's dividend payout ratio was 90% of 2016 cash available for distribution. The $40.5 million increase in cash available for distribution was due to additional revenues of $47.3 million (excluding unrealized loss on energy derivative and amortization of PPAs) primarily from projects which were acquired or commenced commercial operations during 2015. In addition, the Company received an increase of $22.5 million in cash distributions from its unconsolidated investments when compared to the same period in the prior year which was due to full year operations at K2 and the acquisition of Armow in the fourth quarter of 2016, reduced principal payments of project-level debt by $6.4 million, decreased net losses on transactions of $3.1 million, and increased related party income of $2.4 million. These increases were partially offset by increased project expenses of $14.2 million, operating expenses of $13.1 million, increased distributions to noncontrolling interests of $10.0 million, and the $6.2 million cash distribution from the partial refund of a deposit associated with the Gulf Wind energy derivative in 2015. Reconciliations of cash available for distribution to net cash provided by operating activities determined in accordance with GAAP for both the quarterly and annual periods are shown below.
Net income was $3.4 million in the fourth quarter of 2016, compared to a net loss of $3.9 million for the same period in 2015. The improvement in the quarterly period was primarily due to other income items related to gains on undesignated derivatives and lower interest expense. These improvements were offset by decreased revenues (including the unrealized loss on energy derivative) as well as increased operating expenses.
Net loss was $52.3 million for the full year 2016 compared to $55.6 million for 2015. The improvement in net loss for the annual period was primarily due to increased earnings in unconsolidated investments and increased revenues, partially offset by increased project expense, operating expenses and tax provision.
Adjusted EBITDA was $85.1 million for the fourth quarter of 2016 compared to $78.3 million for the same period in 2015. Adjusted EBITDA for the full year 2016 was $304.2 million compared to $250.5 million for 2015. The increase for the quarterly period was primarily attributable to the commencement of commercial operations of Amazon Wind Farm Fowler Ridge in December 2015 and the acquisition of Armow in the fourth quarter of 2016. The increase in the annual period was primarily due to projects that were acquired or commenced commercial operation in 2015 and 2016. Reconciliations of Adjusted EBITDA to net loss determined in accordance with GAAP for both the quarterly and annual periods are shown below.
2017 Financial Guidance
For 2017, Pattern Energy expects annual cash available for distribution in a range of $140 million to $165 million, representing an increase of 15% at the midpoint of the range, compared to cash available for distribution in 2016.(*)
|
(*) |
The forward looking measure of 2017 full year cash available for distribution (CAFD) is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2016 Annual Report on Form 10-K for the period ended December 31, 2016. |
Quarterly Dividend
Pattern Energy declared an increased dividend for the first quarter 2017, payable on April 28, 2017, to holders of record on March 31, 2017 in the amount of $0.41375 per Class A common share, which represents $1.655 on an annualized basis. This is a 1.4% increase from the fourth quarter 2016 dividend of $0.408.
Construction Pipeline
The table below outlines the Broadview projects that Pattern Energy has agreed to acquire, which are currently in construction, the capacity owned and the projects' anticipated commencement date for commercial operation.
|
MW | ||||||||||
|
Project |
Location |
Construction |
Commercial |
Rated (2) |
Owned | |||||
|
Broadview projects |
New Mexico |
2016 |
2017 |
324 |
272 | |||||
|
(1) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(2) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine may not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
Acquisitions
In October 2016, Pattern Energy acquired 90 MW of owned capacity in the 179 MW Armow project from Pattern Development 1.0 for approximately US $133.0 million. The purchase price was funded from cash available and draws under the Company's revolving credit facility.
Located in Kincardine, Ontario, Armow consists of 91 Siemens 2.3 MW wind turbines and is jointly owned by Pattern Energy and Samsung Renewable Energy, Inc. The facility reached commercial operation in December 2015 and operates under a 20-year power purchase agreement with the Independent Electricity System Operator (IESO) in Ontario.
Acquisition Pipeline
Pattern Energy has the Right of First Offer (ROFO) on a pipeline of acquisition opportunities from Pattern Development 1.0 and Pattern Development 2.0 (together, the "Pattern Development Companies"). The identified ROFO list stands at 962 MW of total owned capacity. The list of identified ROFO projects represents a portion of the Pattern Development Companies' 5,900 MW pipeline of development projects, all of which are subject to Pattern Energy's ROFO.
Since its IPO, Pattern Energy has purchased 1,194 MW from Pattern Development 1.0 and in aggregate grown the identified ROFO list from 746 MW to a total of 2,156 MW. Below is a summary of the Identified ROFO Projects that the Company expects to acquire from the Pattern Development Companies in connection with Pattern Energy's project purchase rights:
|
Capacity (MW) | ||||||||||||||||
|
Identified |
Status |
Location |
Construction |
Commercial |
Contract |
Rated(3) |
Owned | |||||||||
|
Pattern Development 1.0 Projects |
||||||||||||||||
|
Kanagi Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
14 |
6 | |||||||||
|
Futtsu Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
42 |
19 | |||||||||
|
Conejo Solar |
Operational |
Chile |
2015 |
2016 |
PPA |
104 |
104 | |||||||||
|
Meikle |
Operational |
British Columbia |
2015 |
2017 |
PPA |
180 |
180 | |||||||||
|
Belle River |
In construction |
Ontario |
2016 |
2017 |
PPA |
100 |
43 | |||||||||
|
Ohorayama |
In construction |
Japan |
2016 |
2018 |
PPA |
33 |
31 | |||||||||
|
Mont Sainte-Marguerite |
In construction |
Québec |
2017 |
2017 |
PPA |
147 |
147 | |||||||||
|
Henvey Inlet |
Late stage development |
Ontario |
2017 |
2018 |
PPA |
300 |
150 | |||||||||
|
North Kent |
Late stage development |
Ontario |
2017 |
2018 |
PPA |
100 |
43 | |||||||||
|
Tsugaru |
Late stage development |
Japan |
2017 |
2019 |
PPA |
126 |
63 | |||||||||
|
Pattern Development 2.0 Projects |
||||||||||||||||
|
Grady |
Late stage development |
New Mexico |
2018 |
2019 |
PPA |
220 |
176 | |||||||||
|
1,366 |
962 | |||||||||||||||
|
(1) |
Represents year of actual or anticipated commencement of construction. |
|
(2) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(3) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated may be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
|
(4) |
Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by either Pattern Development 1.0's or Pattern Development 2.0's percentage ownership interest in the distributable cash flow of the project. |
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net loss to Adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three months ended December 31, |
For the year ended December 31, | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Net cash provided by operating activities |
$ |
56,293 |
$ |
32,447 |
$ |
163,664 |
$ |
117,849 |
|||||||
|
Changes in operating assets and liabilities |
(11,800) |
1,669 |
(11,000) |
(6,880) |
|||||||||||
|
Network upgrade reimbursement |
4,821 |
618 |
4,821 |
2,472 |
|||||||||||
|
Release of restricted cash to fund project and general and administrative costs |
50 |
110 |
640 |
1,611 |
|||||||||||
|
Operations and maintenance capital expenditures |
(138) |
(485) |
(1,017) |
(779) |
|||||||||||
|
Distributions from unconsolidated investments |
1,632 |
10,722 |
41,698 |
34,216 |
|||||||||||
|
Reduction of other asset - Gulf Wind energy derivative deposit |
— |
850 |
— |
6,205 |
|||||||||||
|
Other |
(172) |
(596) |
(302) |
(323) |
|||||||||||
|
Less: |
|||||||||||||||
|
Distributions to noncontrolling interests |
(6,125) |
(3,500) |
(17,896) |
(7,882) |
|||||||||||
|
Principal payments paid from operating cash flows |
(8,312) |
(8,984) |
(47,634) |
(54,041) |
|||||||||||
|
Cash available for distribution |
$ |
36,249 |
$ |
32,851 |
$ |
132,974 |
$ |
92,448 |
|||||||
|
Three months ended December 31, |
For the year ended December 31, | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Net income |
$ |
3,445 |
$ |
(3,873) |
$ |
(52,299) |
$ |
(55,607) |
|||||||
|
Plus: |
|||||||||||||||
|
Interest expense, net of interest income |
15,692 |
18,886 |
76,598 |
75,309 |
|||||||||||
|
Tax provision |
4,641 |
4,267 |
8,679 |
4,943 |
|||||||||||
|
Depreciation, amortization and accretion |
47,028 |
41,240 |
184,002 |
145,322 |
|||||||||||
|
EBITDA |
70,806 |
60,520 |
216,980 |
169,967 |
|||||||||||
|
Unrealized loss on energy derivative (1) |
7,797 |
2,391 |
22,767 |
791 |
|||||||||||
|
Loss on undesignated derivatives, net |
(14,361) |
1,908 |
3,324 |
5,490 |
|||||||||||
|
Realized loss on designated derivatives |
— |
— |
— |
11,221 |
|||||||||||
|
Early extinguishment of debt |
— |
828 |
— |
4,941 |
|||||||||||
|
Net gain (loss) on transactions |
(27) |
737 |
326 |
3,400 |
|||||||||||
|
Adjustments from unconsolidated investments (2) |
18,914 |
— |
(659) |
— |
|||||||||||
|
Plus, proportionate share from equity accounted investments: |
|||||||||||||||
|
Interest expense, net of interest income |
9,325 |
6,452 |
32,103 |
23,537 |
|||||||||||
|
Depreciation, amortization and accretion |
8,139 |
6,434 |
27,763 |
22,680 |
|||||||||||
|
Loss on undesignated derivatives, net |
(15,463) |
(1,017) |
1,552 |
8,514 |
|||||||||||
|
Adjusted EBITDA |
$ |
85,130 |
$ |
78,253 |
$ |
304,156 |
$ |
250,541 |
|||||||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
|
(2) |
Adjustments from unconsolidated investments for the three months ended December 31, 2016, consists of $4.9 million gains on distributions from unconsolidated investments and $(23.8) million of suspended equity earnings. Adjustments for the year ended December 31, 2016, consists of $19.9 million gains on distributions from unconsolidated investments and $(19.2) million of suspended equity earnings. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast, complete with slide presentation, to discuss these results at 10:30 a.m. Eastern Time on Wednesday, March 1, 2017. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 74242722. The replay recording will be available until 11:59 p.m. Eastern Time, March 22, 2017.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to grow CAFD and to achieve the 2017 CAFD estimate, the Company's ability to achieve high growth rates in the future, the ability to achieve the goals of the Pattern 2020 vision, the ability to continue to grow the list of ROFO assets in 2017, and the ability to complete the Broadview projects. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: | |||
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
||
|
Pattern Energy Group Inc. | |||||||
|
Consolidated Balance Sheets | |||||||
|
(In thousands of U.S. dollars, except share data) | |||||||
|
December 31, | |||||||
|
2016 |
2015 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
83,932 |
$ |
94,808 |
|||
|
Restricted cash |
11,793 |
14,609 |
|||||
|
Funds deposited by counterparty |
43,635 |
— |
|||||
|
Trade receivables |
37,510 |
45,292 |
|||||
|
Related party receivable |
1,134 |
734 |
|||||
|
Reimbursable interconnection costs |
— |
38 |
|||||
|
Derivative assets, current |
17,578 |
24,338 |
|||||
|
Prepaid expenses |
13,803 |
14,498 |
|||||
|
Other current assets |
6,216 |
6,891 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $9,350 and $5,192 as of December 31, 2016 and December 31, 2015, respectively |
2,456 |
2,121 |
|||||
|
Total current assets |
218,057 |
203,329 |
|||||
|
Restricted cash |
13,646 |
36,875 |
|||||
|
Property, plant and equipment, net |
3,135,162 |
3,294,620 |
|||||
|
Unconsolidated investments |
233,294 |
116,473 |
|||||
|
Derivative assets |
26,712 |
44,014 |
|||||
|
Deferred financing costs |
4,052 |
4,572 |
|||||
|
Net deferred tax assets |
5,559 |
6,804 |
|||||
|
Finite-lived intangible assets, net |
91,895 |
97,722 |
|||||
|
Other assets |
24,390 |
25,183 |
|||||
|
Total assets |
$ |
3,752,767 |
$ |
3,829,592 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
31,305 |
$ |
42,776 |
|||
|
Accrued construction costs |
1,098 |
23,565 |
|||||
|
Counterparty deposit liability |
43,635 |
— |
|||||
|
Related party payable |
1,295 |
1,646 |
|||||
|
Accrued interest |
9,545 |
9,035 |
|||||
|
Dividends payable |
35,960 |
28,022 |
|||||
|
Derivative liabilities, current |
11,918 |
14,343 |
|||||
|
Revolving credit facility |
180,000 |
355,000 |
|||||
|
Current portion of long-term debt, net |
48,716 |
44,144 |
|||||
|
Other current liabilities |
3,403 |
2,156 |
|||||
|
Total current liabilities |
366,875 |
520,687 |
|||||
|
Long-term debt, net |
1,334,956 |
1,371,742 |
|||||
|
Derivative liabilities |
24,521 |
28,659 |
|||||
|
Net deferred tax liabilities |
31,759 |
22,183 |
|||||
|
Finite-lived intangible liability, net |
54,663 |
58,132 |
|||||
|
Other long-term liabilities |
61,249 |
52,427 |
|||||
|
Total liabilities |
1,874,023 |
2,053,830 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 87,410,687 and 74,644,141 shares outstanding as of December 31, 2016 and December 31, 2015, respectively |
875 |
747 |
|||||
|
Additional paid-in capital |
1,145,760 |
982,814 |
|||||
|
Accumulated loss |
(94,270) |
(77,159) |
|||||
|
Accumulated other comprehensive loss |
(62,367) |
(73,325) |
|||||
|
Treasury stock, at cost; 110,964 and 65,301 shares of Class A common stock as of December 31, 2016 and December 31, 2015, respectively |
(2,500) |
(1,577) |
|||||
|
Total equity before noncontrolling interest |
987,498 |
831,500 |
|||||
|
Noncontrolling interest |
891,246 |
944,262 |
|||||
|
Total equity |
1,878,744 |
1,775,762 |
|||||
|
Total liabilities and equity |
$ |
3,752,767 |
$ |
3,829,592 |
|||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Consolidated Statements of Operations | |||||||||||||||
|
(In thousands of U.S. dollars, except per share data) | |||||||||||||||
|
Three months ended December 31, |
For the year ended December 31, | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Revenue: |
|||||||||||||||
|
Electricity sales |
$ |
79,048 |
$ |
89,023 |
$ |
346,000 |
$ |
324,275 |
|||||||
|
Related party revenue |
1,672 |
1,010 |
5,793 |
3,640 |
|||||||||||
|
Other revenue |
341 |
564 |
2,259 |
1,916 |
|||||||||||
|
Total revenue |
81,061 |
90,597 |
354,052 |
329,831 |
|||||||||||
|
Cost of revenue: |
|||||||||||||||
|
Project expense |
31,863 |
32,544 |
128,852 |
114,619 |
|||||||||||
|
Depreciation and accretion |
43,708 |
41,379 |
174,490 |
143,376 |
|||||||||||
|
Total cost of revenue |
75,571 |
73,923 |
303,342 |
257,995 |
|||||||||||
|
Gross profit |
5,490 |
16,674 |
50,710 |
71,836 |
|||||||||||
|
Operating expenses: |
|||||||||||||||
|
General and administrative |
9,451 |
7,498 |
40,573 |
29,807 |
|||||||||||
|
Related party general and administrative |
2,519 |
2,273 |
9,900 |
7,589 |
|||||||||||
|
Total operating expenses |
11,970 |
9,771 |
50,473 |
37,396 |
|||||||||||
|
Operating income (expense) |
(6,480) |
6,903 |
237 |
34,440 |
|||||||||||
|
Other income (expense): |
|||||||||||||||
|
Interest expense |
(15,870) |
(19,374) |
(78,004) |
(77,907) |
|||||||||||
|
Gain (loss) on undesignated derivatives, net |
14,361 |
(1,908) |
(3,324) |
(5,490) |
|||||||||||
|
Realized loss on designated derivatives |
— |
— |
— |
(11,221) |
|||||||||||
|
Earnings (losses) in unconsolidated investments, net |
14,437 |
15,351 |
30,192 |
16,119 |
|||||||||||
|
Related party income |
1,377 |
636 |
5,074 |
2,665 |
|||||||||||
|
Early extinguishment of debt |
— |
(828) |
— |
(4,941) |
|||||||||||
|
Net gain (loss) on transactions |
27 |
(737) |
(326) |
(3,400) |
|||||||||||
|
Other income (expense), net |
234 |
351 |
2,531 |
(929) |
|||||||||||
|
Total other income (expense) |
14,566 |
(6,509) |
(43,857) |
(85,104) |
|||||||||||
|
Net income (loss) before income tax |
8,086 |
394 |
(43,620) |
(50,664) |
|||||||||||
|
Tax provision |
4,641 |
4,267 |
8,679 |
4,943 |
|||||||||||
|
Net income (loss) |
3,445 |
(3,873) |
(52,299) |
(55,607) |
|||||||||||
|
Net loss attributable to noncontrolling interest |
(10,350) |
(6,327) |
(35,188) |
(23,074) |
|||||||||||
|
Net income (loss) attributable to Pattern Energy |
$ |
13,795 |
$ |
2,454 |
$ |
(17,111) |
$ |
(32,533) |
|||||||
|
Weighted average number of shares: |
|||||||||||||||
|
Class A common stock - Basic and diluted |
87,007,714 |
74,398,729 |
79,382,388 |
70,535,568 |
|||||||||||
|
Loss per share |
|||||||||||||||
|
Class A common stock: |
|||||||||||||||
|
Basic and diluted gain (loss) per share |
$ |
0.16 |
$ |
0.03 |
$ |
(0.22) |
$ |
(0.46) |
|||||||
|
Dividends declared per Class A common share |
$ |
0.41 |
$ |
0.37 |
$ |
1.58 |
$ |
1.43 |
|||||||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Consolidated Statements of Cash Flows | |||||||||||||||
|
(In thousands of U.S. dollars) | |||||||||||||||
|
Three months ending December 31, |
For the year ended December 31, | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Operating activities |
|||||||||||||||
|
Net income (loss) |
$ |
3,445 |
$ |
(3,873) |
$ |
(52,299) |
$ |
(55,607) |
|||||||
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||||||||||||||
|
Depreciation and accretion |
43,708 |
41,268 |
174,490 |
143,376 |
|||||||||||
|
Amortization of financing costs |
1,726 |
1,854 |
6,968 |
7,435 |
|||||||||||
|
(Gain) loss on derivatives, net |
(7,518) |
1,426 |
22,239 |
2,219 |
|||||||||||
|
Stock-based compensation |
1,029 |
1,228 |
5,391 |
4,462 |
|||||||||||
|
Deferred taxes |
4,566 |
4,154 |
8,247 |
4,494 |
|||||||||||
|
(Earnings) loss in unconsolidated investments, net |
(14,437) |
(15,367) |
(30,192) |
(16,180) |
|||||||||||
|
Distribution from unconsolidated investments |
14,638 |
— |
15,015 |
— |
|||||||||||
|
Amortization of power purchase agreements, net |
771 |
771 |
3,049 |
1,946 |
|||||||||||
|
Amortization of debt discount/premium, net |
1,079 |
862 |
4,226 |
1,660 |
|||||||||||
|
Realized loss on derivatives, net |
— |
1,029 |
— |
11,221 |
|||||||||||
|
Early extinguishment of debt |
— |
764 |
— |
4,722 |
|||||||||||
|
Other reconciling items |
(4,514) |
— |
(4,470) |
1,221 |
|||||||||||
|
Changes in operating assets and liabilities: |
|||||||||||||||
|
Funds deposited by counterparty |
3,008 |
— |
(43,635) |
— |
|||||||||||
|
Trade receivables |
1,718 |
(7,911) |
7,796 |
(2,254) |
|||||||||||
|
Prepaid expenses |
1,714 |
(2,722) |
709 |
1,272 |
|||||||||||
|
Other current assets |
(355) |
3,654 |
(3,909) |
(2,929) |
|||||||||||
|
Other assets (non-current) |
514 |
(314) |
1,379 |
(2,336) |
|||||||||||
|
Accounts payable and other accrued liabilities |
112 |
536 |
(2,546) |
4,716 |
|||||||||||
|
Counterparty deposit liability |
(3,008) |
— |
43,635 |
— |
|||||||||||
|
Related party receivable/payable |
(906) |
205 |
(742) |
711 |
|||||||||||
|
Accrued interest |
6,475 |
2,519 |
458 |
4,489 |
|||||||||||
|
Other current liabilities |
735 |
(249) |
1,227 |
515 |
|||||||||||
|
Long-term liabilities |
1,793 |
2,613 |
6,628 |
2,696 |
|||||||||||
|
Net cash provided by operating activities |
56,293 |
32,447 |
163,664 |
117,849 |
|||||||||||
|
Investing activities |
|||||||||||||||
|
Cash paid for acquisitions, net of cash and restricted cash acquired |
(131,754) |
(27,508) |
(135,778) |
(422,413) |
|||||||||||
|
Capital expenditures |
(1,347) |
(64,504) |
(32,901) |
(380,458) |
|||||||||||
|
Distribution from unconsolidated investments |
1,632 |
14,746 |
41,698 |
38,240 |
|||||||||||
|
Other assets |
1,077 |
909 |
2,696 |
5,559 |
|||||||||||
|
Other investing activities |
167 |
(4) |
31 |
(3) |
|||||||||||
|
Net cash used in investing activities |
(130,225) |
(76,361) |
(124,254) |
(759,075) |
|||||||||||
|
Financing activities |
|||||||||||||||
|
Proceeds from public offering, net of issuance costs |
(285) |
(390) |
286,298 |
317,432 |
|||||||||||
|
Proceeds from issuance of convertible senior notes, net of issuance costs |
— |
(628) |
— |
218,929 |
|||||||||||
|
Repurchase of shares for employee tax withholding |
(859) |
(529) |
(923) |
(860) |
|||||||||||
|
Dividends paid |
(35,048) |
(27,127) |
(120,207) |
(90,582) |
|||||||||||
|
Payment for deferred equity issuance costs |
— |
1,940 |
— |
— |
|||||||||||
|
Buyout of noncontrolling interest |
— |
— |
— |
(121,224) |
|||||||||||
|
Capital contributions - noncontrolling interest |
— |
142,979 |
— |
336,043 |
|||||||||||
|
Capital distributions - noncontrolling interest |
(6,125) |
(3,500) |
(17,896) |
(7,882) |
|||||||||||
|
Refund of deposit for letters of credit |
— |
— |
— |
3,425 |
|||||||||||
|
Payment for deferred financing costs |
(408) |
(5,222) |
(542) |
(13,667) |
|||||||||||
|
Proceeds from revolving credit facility |
155,000 |
110,000 |
175,000 |
405,000 |
|||||||||||
|
Repayment of revolving credit facility |
(10,000) |
— |
(350,000) |
(100,000) |
|||||||||||
|
Proceeds from construction loans |
— |
34,568 |
— |
329,070 |
|||||||||||
|
Proceeds from long-term debt |
— |
164,973 |
— |
164,973 |
|||||||||||
|
Repayment of long-term debt |
(8,312) |
(380,887) |
(47,634) |
(785,923) |
|||||||||||
|
Payment for interest rate derivatives |
— |
— |
— |
(11,061) |
|||||||||||
|
Other financing activities |
(189) |
— |
(759) |
— |
|||||||||||
|
Net cash provided by (used in) financing activities |
93,774 |
36,177 |
(76,663) |
643,673 |
|||||||||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
(1,418) |
(1,474) |
332 |
(5,501) |
|||||||||||
|
Net change in cash, cash equivalents and restricted cash |
18,424 |
(9,211) |
(36,921) |
(3,054) |
|||||||||||
|
Cash, cash equivalents and restricted cash at beginning of period |
90,947 |
155,503 |
146,292 |
149,346 |
|||||||||||
|
Cash, cash equivalents and restricted cash at end of period |
$ |
109,371 |
$ |
146,292 |
$ |
109,371 |
$ |
146,292 |
|||||||
|
Supplemental disclosures |
|||||||||||||||
|
Cash payments for income taxes |
$ |
142 |
$ |
49 |
$ |
375 |
$ |
342 |
|||||||
|
Cash payments for interest expense, net of capitalized interest |
10,494 |
13,368 |
69,666 |
62,607 |
|||||||||||
|
Acquired property, plant and equipment from acquisitions |
— |
2,122 |
— |
581,834 |
|||||||||||
|
Schedule of non-cash activities |
|||||||||||||||
|
Change in fair value of designated interest rate swaps |
$ |
— |
$ |
— |
$ |
— |
|||||||||
|
Change in property, plant and equipment |
430 |
(5,049) |
540 |
15,695 |
|||||||||||
|
Non-cash increase in additional paid-in capital from buyout of noncontrolling interests |
— |
— |
— |
16,715 |
|||||||||||
|
Equity issuance costs paid in prior period related to current period offerings |
— |
— |
— |
433 |
|||||||||||
SOURCE Pattern Energy Group Inc.
Article Date
3/1/2017Pattern Development Completes Largest Wind Power Project in British Columbia
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Feb. 27, 2017 /PRNewswire/ -- Pattern Energy Group LP (Pattern Development) today announced the completion of its 184.6 megawatt (MW) Meikle Wind power project located in British Columbia, approximately 33 km north of Tumbler Ridge.
"Meikle Wind is now the largest wind facility in British Columbia, increasing the installed wind power capacity in the province by 37%," said Mike Garland, CEO of Pattern Development. "Located in a mountainous region, this project was unique for its construction, design and weather challenges, as well as for our discovery of rare dinosaur tracks during construction, which we donated to the Tumbler Ridge Museum. Meikle Wind would like to thank the participating First Nations, the communities of Tumbler Ridge and Chetwynd, BC Hydro, as well as the general contractor Borea Construction and turbine supplier GE, for their collaboration on making this project a great success."
The Meikle Wind facility is utilizing 61 GE wind turbines and has the capacity to generate clean energy for up to 54,000 homes in the province. The facility has a 25-year power purchase agreement with BC Hydro. Meikle Wind utilized more than 500,000 person-hours of labor during construction, with in excess of 30% of the value of contracts awarded to First Nation-affiliated contractors and other regional firms. Going forward, the facility will be managed by 16 operations and maintenance personnel, and will also utilize a variety of local subcontractors.
The Meikle Wind facility was thoughtfully designed and planned, incorporating input from First Nations, the Tumbler Ridge and Chetwynd communities, and the provincial government. The project's innovative layout, developed in collaboration with GE, incorporates two different turbine models consisting of varying rotor sizes and hub heights. This design was developed to capture the most energy from the ridgelines, accounting for varying wind speeds, wind shear, turbulence and inflow angles. Meikle Wind is located within an area that was significantly impacted by pine beetle kill and previous forestry activity, reducing the overall environmental impact of the project.
Meikle Wind is generating strong benefits for the province with an estimated $70 million in payments for property taxes, Crown lease payments, wind participation rent, and community benefits over the first 25 years of operations.
The 184.6 MW Meikle Wind facility expanded British Columbia's total installed wind capacity to 673.6 MW, according to the Canadian Wind Energy Association (CanWEA).
Affiliate company Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) (Pattern Energy) has previously added the Meikle Wind facility to its list of identified Right of First Offer (ROFO) projects.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly-experienced team has developed, financed and placed into operation more than 4,500 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Santiago, Chile, and Tokyo, Japan. For more information, visit www.patterndev.com.
Contact:
Matt Dallas
Pattern Development
917-363-1333
matt.dallas@patternenergy.com
SOURCE Pattern Energy Group LP
Article Date
2/27/2017Pattern Energy to Host 2016 Fourth Quarter and Year End Results Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Feb. 22, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq: PEGI) (TSX: PEG), today announced that it will release its fourth quarter and year end 2016 financial results by press release on Wednesday, March 1, 2017, prior to market open. The Company will subsequently hold a conference call that same day, Wednesday, March 1, 2017, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
|
Conference Call Details |
|
|
DATE: |
Wednesday, March 1, 2017 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
74242722 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
SOURCE Pattern Energy Group Inc.
Article Date
2/22/2017Pattern Energy Announces Closing of Offering of Senior Notes
Source: PR Newswire
SAN FRANCISCO, Jan. 25, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced that it has closed the previously announced offering of US$350 million aggregate principal amount of its 5.875% Senior Notes due 2024 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act (the "Offering"). The Notes are guaranteed on a senior unsecured basis by Pattern US Finance Company LLC.
"The bond offering will fund a portion of our Broadview project and repay our revolver, providing us with the flexibility to make accretive acquisitions in a timely manner," said Mike Garland, CEO of Pattern Energy. "The successful offering demonstrates our ability to access capital through multiple avenues as we continue to scale our portfolio."
The Company intends to use the net proceeds from the Offering to fund, in whole or in part, renewable energy projects, or "green projects," which include financing of, or investments in, equipment and systems which generate or facilitate the generation of energy from renewable sources, such as solar and wind energy. Specifically, the Company intends to use approximately US$215 million of the net proceeds from the Offering to partially fund its acquisition of the Broadview project, approximately US$128 million to repay borrowings under its revolving credit facility used to finance the purchase of the Armow project and to pay related fees, expenses and other costs related thereto.
The Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or to certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act. In Canada, the Notes were offered on a prospectus-exempt basis to certain accredited investors (as defined under applicable Canadian securities laws) who were also qualified institutional buyers.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the proposed use of proceeds of the offering. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, including conditions relating to the use of proceeds thereof, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016. The risk factors and other factors noted in these documents could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Relations
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Sarah Webster
(415) 283-4076
sarah.webster@patternenergy.com
SOURCE Pattern Energy Group Inc.
Article Date
1/25/2017Pattern Energy Announces Pricing of Offering of Senior Notes
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Jan. 20, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced the pricing of its offering of US$350 million aggregate principal amount of its 5.875% Senior Notes due 2024 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act (the "Offering"). The Notes will be guaranteed on a senior unsecured basis by Pattern US Finance Company LLC. The Offering is expected to close on January 25, 2017, subject to customary closing conditions.
The Company intends to use the net proceeds from the Offering to fund, in whole or in part, renewable energy projects, or "green projects," which include financing of, or investments in, equipment and systems which generate or facilitate the generation of energy from renewable sources, such as solar and wind energy. Specifically, the Company intends to use approximately US$215 million of the net proceeds from the Offering to partially fund its acquisition of the Broadview project, approximately US$128 million to repay borrowings under its revolving credit facility used to finance the purchase of the Armow project, of which US$125 million was drawn after September 30, 2016, and any remaining net proceeds to finance other green projects and to pay related fees, expenses and other costs related thereto.
The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or to certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act. In Canada, the Notes may be offered on a prospectus-exempt basis to certain accredited investors (as defined under applicable Canadian securities laws) who are also qualified institutional buyers.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the proposed offering and use of proceeds thereof. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to closing the offering referred to herein and the use of proceeds thereof, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016. The risk factors and other factors noted in these documents could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Relations
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Sarah Webster
(415) 283-4076
sarah.webster@patternenergy.com
SOURCE Pattern Energy Group Inc.
Article Date
1/20/2017Pattern Energy Announces Proposed Offering of Senior Notes
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Jan. 17, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced that it proposes to offer, subject to market conditions and other factors, US$350 million aggregate principal amount of senior notes due 2024 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act (the "Offering"). The Notes will be guaranteed on a senior unsecured basis by Pattern US Finance Company LLC.
The Company intends to use the net proceeds from the Offering to fund, in whole or in part, renewable energy projects, or "green projects," which include financing of, or investments in, equipment and systems which generate or facilitate the generation of energy from renewable sources, such as solar and wind energy. Specifically, the Company intends to use approximately US$215 million of the net proceeds from the Offering to partially fund its acquisition of the Broadview project, approximately US$128 million to repay borrowings under its revolving credit facility used to finance the purchase of the Armow project, of which US$125 million was drawn after September 30, 2016, and any remaining net proceeds to finance other green projects and to pay related fees, expenses and other costs related thereto.
The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or to certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act. In Canada, the Notes may be offered on a prospectus-exempt basis to certain accredited investors (as defined under applicable Canadian securities laws) who are also qualified institutional buyers.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the proposed offering and use of proceeds thereof. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to closing the offering referred to herein and the use of proceeds thereof, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016. The risk factors and other factors noted in these documents could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Relations
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Sarah Webster
(415) 283-4076
sarah.webster@patternenergy.com
SOURCE Pattern Energy Group Inc.
Article Date
1/17/2017Pattern Development Completes Financing for Ohorayama Wind Project in Japan
Source: PR Newswire
SAN FRANCISCO, Jan. 9, 2017 /PRNewswire/ -- Pattern Energy Group LP (Pattern Development) and Green Power Investment Corporation ("GPI") today announced the completion of financing of the 33 megawatt (MW) Green Power Otsuki GK ("Ohorayama Wind") power project. Pattern Development and GPI are joint venture (JV) partners on the Ohorayama Wind project, which is located in Kochi Prefecture, Japan.
"We are making steady progress on our commitment to develop 1,000 MW of new renewable energy sources in Japan, demonstrating the value of our partnership with GPI," said Mike Garland, President and CEO of Pattern Development. "Together with GPI we have completed two solar facilities in Japan and are moving forward on Ohorayama Wind. We also have a broad and deep pipeline of new wind and solar projects, including several in the advanced stages of development."
"Ohorayama is our first wind project to reach financial close and start construction since we joined hands with Pattern in early 2014," said Toshio Hori, CEO and founder of GPI. "This achievement is a reflection of the effectiveness of our partnership and we are excited about further executing on our portfolio of mature development assets. We expect our next project, a 126 MW wind farm in Aomori prefecture, to reach financial close and commence construction by mid-2017. It is anticipated to be the largest wind project in Japan."
Ohorayama Wind has a 20-year power purchase agreement with Shikoku Electric Power Company for 100% of the output from the facility. The project is under construction and expected to reach completion in March of 2018.
In 2016, Pattern Development and GPI announced the completion of two solar power projects in Japan – the 14 MW Kanagi Solar PV facility, located in Shimane prefecture of Japan, and the 42 MW Futtsu Solar PV facility, located in Japan's prefecture of Chiba.
Affiliate company Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) (Pattern Energy) has previously added the Ohorayama Wind facility to its list of identified Right of First Offer (ROFO) projects.
About GPI
Green Power Investment Corp. (GPI) is a developer, owner and operator of renewable energy assets. The President of GPI, Toshio Hori, was one of the earliest pioneers in renewable energy, having built some of the first large scale wind power projects in Japan, the United States and Europe. GPI is headquartered in Tokyo and has a team of professionals covering all areas of expertise necessary to operate and manage a full-scale renewable energy business. GPI's partnership with Pattern Energy Group LP has further strengthened GPI's capabilities in development, financing, operations and equipment procurement by providing access to the capital, expertise and buying power of a major player in the field of international renewable energy.
About Pattern Development
Pattern Development is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly-experienced team has developed, financed and placed into operation more than 4,500 MW of wind and solar power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Santiago, Chile, and Tokyo, Japan. For more information, visit www.patterndev.com.
Contact:
Matt Dallas
Pattern Development
917-363-1333
matt.dallas@patternenergy.com
SOURCE Pattern Energy Group LP
Article Date
1/9/201712/14/2016 - Pattern Energy Updates Arrangements with Pattern Development to Facilitate Future Pattern Development Capital Raises
Pattern Energy Updates Arrangements with Pattern Development to Facilitate Future Pattern Development Capital Raises
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Dec. 14, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) ("Pattern Energy") today announced that it has entered into agreements with Pattern Energy Group 2 LP ("PEG LP 2.0"), a new entity affiliated with Pattern Energy Group LP ("PEG LP 1.0" and, collectively with PEG LP 2.0, "Pattern Development"), and amended certain existing agreements with PEG LP 1.0 to reflect the formation of PEG LP 2.0. These agreements are intended to retain the existing arrangements between Pattern Energy and PEG LP 1.0 and to add PEG LP 2.0 in a manner consistent with the existing arrangements.
PEG LP 2.0 was created to facilitate additional long-term capital raises by Pattern Development to support the substantial growth in the development pipeline. The core of PEG LP 2.0's assets consist of the early and mid-stage U.S. development assets. PEG LP 2.0 also owns select late-stage development projects, including the Grady project. PEG LP 1.0 retains the remaining identified right of first offer ("ROFO") projects, the share ownership in Pattern Energy and the international development businesses.
"These amendments retain all the core elements of the original agreements. We wanted to preserve all of Pattern Energy's rights and opportunities and at the same time support Pattern Development's ability to expand its development activities, which both increase and add new investment opportunities for Pattern Energy," said Mike Garland, CEO of Pattern Energy. "Since our IPO, Pattern Development has continued to significantly increase its development opportunities and, consistent with this growth, its development funding requirements. The creation of PEG LP 2.0 will enable the funds that own Pattern Development to raise significant amounts of additional long-term development funding while preserving Pattern Energy's rights. In addition, PEG LP 2.0 is structured to allow Pattern Energy to potentially invest in PEG LP 2.0 in the future."
The core elements of Pattern Energy's purchase rights and management services continue to apply unchanged with PEG LP 1.0, and now also apply to PEG LP 2.0. Specifically, Pattern Energy retains: the ROFO on all identified ROFO projects; the ROFO on any power project
PEG LP 1.0 or PEG LP 2.0 decide to sell; the ROFO on PEG LP 1.0 and on PEG LP 2.0, if their equity owners decide to sell any material portion; and the option for Pattern Energy to take on the employees of PEG LP 1.0. The option on the employees has been extended to December 31, 2017 from December 31, 2016. PEG LP 2.0 is not expected to have any employees.
At this time, there is no agreement for Pattern Energy to participate in a portion of the development business, and no assurances can be given that the transactions discussed herein will result in the raise of additional development capital, that Pattern Energy will participate in the development business, or (even if it does participate) that it would be successful.
The Conflicts Committee of the Board of Directors of Pattern Energy, which is comprised entirely of independent directors, reviewed and recommended entering into the new agreements with PEG LP 2.0 and the amendment of certain existing agreements with PEG LP 1.0, and it was approved by the Board.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability of the arrangements to facilitate additional long-term capital raises to support the growth of the development pipeline, the ability of the arrangements to increase and add new investment opportunities for Pattern Energy, the ability of Pattern Energy to invest in PEG LP 2.0 in the future, and the ability of the arrangements to allow Pattern Energy to participate in the a portion of the development business. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: | |
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
SOURCE Pattern Energy Group Inc.
Article Date
12/14/2016Pattern Energy's Amazon Wind Farm Awarded a Top Plant Award by POWER Magazine
Source: PR Newswire
SAN FRANCISCO, Dec. 8, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) ("Pattern Energy") today announced its 150 MW Amazon Wind Farm Fowler Ridge in Benton County, Indiana received a Top Plant Award in the renewables category from POWER magazine. All of the electricity generated by Amazon Wind Farm Fowler Ridge supplies the electric grids that service Amazon Web Services (AWS) datacenters.
"We are honored to receive this prestigious recognition for our Amazon Wind Farm, which was the first investment in a wind farm by Amazon Web Services," said Mike Garland, CEO of Pattern Energy. "We are now working with Amazon, Google and Walmart, demonstrating that America's leading corporations are increasingly investing in, or buying power from, clean energy sources like wind power. We see this growing trend driving the development of more new wind projects."
"The trend of large corporations becoming key renewable energy project partners is a significant new disruptive element in the power industry," said POWER's editor, Gail Reitenbach, "and this award recognizes that shift. Amazon Wind Farm is unique among our award winners, as it is the only one with this sort of business plan."
The Amazon Wind Farm Fowler Ridge began operations in January of this year. The 150 MW facility creates enough clean energy to power approximately 46,000 homes each year, according to average annual residential energy use data from the U.S. Energy Information Administration. The facility consists of 65 Siemens 2.3 MW wind turbines with 'Made in America' components. The turbine blades, nacelles, towers, and transformers were manufactured in the United States.
An average of 175 workers were on site during construction with up to 300 workers on site during peak construction activity. There are ten full-time permanent workers that operate and maintain the facility. The Amazon Wind Farm Fowler Ridge is expected to add an estimated $45 million to the regional economy over 25 years through property taxes, landowner royalties, and support for local causes.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability of corporations buying power from clean energy to drive the development of more new projects, the number of homes the Amazon Wind Farm Fowler Ridge facility creates enough clean energy to power each year, and the estimated amount such facility is expected to add to the regional economy over 25 years. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: | |
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Sarah Webster 415-283-4076 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
12/8/2016SHAREHOLDER ALERT: Bronstein, Gewirtz & Grossman, LLC Notifies Investors of Class Action Against Pattern Energy Group, Inc. (PEGI) and Lead Plaintiff Deadline - January 10, 2017
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
NEW YORK, Nov. 14, 2016 /PRNewswire/ -- Attorney Advertising -- Bronstein, Gewirtz & Grossman, LLC notifies investors that a securities class action has been filed against Pattern Energy Group, Inc. ("Pattern" or the "Company") (NASDAQ: PEGI) and certain of its officers. This class action is on behalf of a class consisting of all persons who purchased Pattern between May 9, 2016 and November 4, 2016, both dates inclusive (the "Class Period").
This class action seeks to recover damages against Defendants for alleged violations of the federal securities laws under the Securities Exchange Act of 1934 (the "Exchange Act").
The complaint alleges that throughout the Class Period, Defendants made false and misleading statements and/or failed to disclose that: (1) Pattern's operations were defective with respect to various transaction, process level, and monitoring controls; (2) as an outcome, Pattern lacked sufficient internal financial controls; and (3) consequently, Pattern's public statements were materially false and misleading at all relevant times.
No Class has yet been certified in the above action. To discuss this action, or for any questions, please visit the firm's site: http://www.bgandg.com/pegi or contact Peretz Bronstein, Esq. or his Investor Relations Analyst, Yael Hurwitz of Bronstein, Gewirtz & Grossman, LLC at 212-697-6484 or via email info@bgandg.com. Those who inquire by e-mail are encouraged to include their mailing address and telephone number. If you suffered a loss in Pattern, you have until January 10, 2017 to request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn't require that you serve as a lead plaintiff.
Bronstein, Gewirtz & Grossman, LLC is a corporate litigation boutique. Our primary expertise is the aggressive pursuit of litigation claims on behalf of our clients. In addition to representing institutions and other investor plaintiffs in class action security litigation, the firm's expertise includes general corporate and commercial litigation, as well as securities arbitration. Attorney advertising. Prior results do not guarantee similar outcomes.
Contact:
Bronstein, Gewirtz & Grossman, LLC
Peretz Bronstein or Yael Hurwitz
212-697-6484 | info@bgandg.com
SOURCE Bronstein, Gewirtz & Grossman, LLC
Article Date
11/14/2016Pattern Energy Reports Third Quarter 2016 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
- Increases dividend to $0.408 per Class A common share for Q4 2016 -
SAN FRANCISCO, Nov. 7, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced its financial results for the 2016 third quarter.
Highlights
(Comparisons made between fiscal Q3 2016 and fiscal Q3 2015 results, unless otherwise noted)
"Our fleet of high quality wind assets continues to perform well. Production was in line with our long-term forecast for Q3 as we expected with the dissipation of El Niño. With our solid production performance, we are on track to achieve our cash available for distribution target for 2016(1)," said Mike Garland, President and CEO of Pattern Energy. "We successfully accessed the public capital markets during the quarter, raising approximately $286 million in growth capital to fund accretive new dropdowns. With that funding we have already acquired a 90 MW owned capacity in Armow from Pattern Development at a 9.5x to 10.5x average cash available for distribution multiple over five years.(1) With the addition of Broadview, which we expect will commence commercial operations late first quarter or early second quarter of 2017, our portfolio now totals 2,644 MW in owned interest. We also have clear visibility to 36% growth in total portfolio capacity from our identified ROFO list with Pattern Development. We have sufficient available liquidity to make additional dropdowns and we expect to grow the identified ROFO in the coming months as part of our plan to expand the portfolio to our target of 5 GW of owned capacity by the end of 2019."
(1) These forward looking measures of (a) 2016 full year cash available for distribution (CAFD) and (b) five-year average annual purchase price multiple of CAFD contribution from the Armow Wind project are non-GAAP measures that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics, of Pattern Energy's 2016 Quarterly Report on Form 10-Q for the period ended September 30, 2016.
Financial and Operating Results
Pattern Energy sold 1,472,300 MWh of electricity on a proportional basis in the third quarter of 2016 compared to 1,260,385 MWh sold in the same period last year. Pattern Energy sold 4,988,621 MWh of electricity on a proportional basis for the nine months ended September 30, 2016 (YTD 2016) compared to 3,421,791 MWh sold in the same period last year. The increase for the quarterly period was primarily attributable to volume increases of 200,289 MWh from controlling interests in consolidated MWh primarily from projects which commenced operations since September 2015 and 11,626 MWh from unconsolidated investments. As expected, El Niño conditions subsided in the third quarter of 2016 which resulted in normalized production on a fleet basis at Pattern Energy's long-term average forecast.
Net cash provided by operating activities was $36.4 million for the third quarter of 2016 compared to $34.7 million for the same period last year. Net cash provided by operating activities was $105.4 million for YTD 2016 compared to $83.3 million for the same period last year. The change quarter over quarter is primarily due to higher revenues of $7.3 million (excluding unrealized loss on energy derivative and amortization of PPAs) from projects which were acquired since September 2015, as well as, to a lesser extent the timing of payments associated with accruals and other long term liabilities. These increases were partially offset by increases of $2.5 million in project expenses and $5.6 million in operating expenses.
Cash available for distribution was $20.2 million for the third quarter of 2016 compared to $22.3 million for the same period in the prior year. Cash available for distribution was $96.7 million for YTD 2016 compared to $59.6 million for the same period in the prior year. The $2.1 million decrease for the quarterly period was primarily due to the non-recurring partial refund of deposit associated with the Gulf Wind energy derivative of $5.4 million received in 2015 offset by a reduction in principal payments of $2.6 million. The $37.1 million increase in YTD 2016 was due to additional revenues of $51.4 million (excluding unrealized loss on energy derivative and amortization of PPAs) primarily from projects which were acquired since May 2015 or which commenced commercial operations in September 2015. Pattern Energy also received an increase of $16.6 million in cash distributions from its unconsolidated investments when compared to the same period last year due to a full period of operation at each of its unconsolidated investments in 2016. These increases were partially offset by increases in project expenses of $14.9 million and operating expenses of $10.9 million, primarily from projects which commenced commercial operations or were acquired during 2015, as well as, increased distributions to noncontrolling interests of $7.4 million.
Net loss was $11.1 million in the third quarter of 2016, compared to $35.3 million for the same period last year. Net loss was $55.7 million for YTD 2016 compared to $51.7 million in the same period last year. The improvement in the quarterly period of $24.3 million was primarily attributable to a $38.8 million decrease in other expense related to an increase in earnings from unconsolidated investments, expenses in 2015 for the early extinguishment of debt and termination of designated interest rate derivatives and increased total revenues, partially offset by $7.6 million increase in cost of revenue associated with project related expenses and increased depreciation expense primarily for projects that became commercially operable since September 2015 and a $5.6 million increase in operating expenses.
Adjusted EBITDA was $62.3 million for the third quarter of 2016 compared to $58.7 million for the same period last year. Adjusted EBITDA was $219.0 million for YTD 2016 compared to $172.3 million for the same period last year. The increase for the quarterly period was primarily attributable to projects which commenced commercial operations since September 2015.
2016 Financial Guidance
Pattern Energy is narrowing its targeted annual cash available for distribution for 2016 to a range of $130 million to $140 million, representing an increase of 46% at the midpoint of the range, compared to cash available for distribution in 2015. As noted above, forward-looking cash available for distribution is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort.
Quarterly Dividend
Pattern Energy declared an increased dividend for the fourth quarter 2016, payable on January 31, 2017, to holders of record on December 30, 2016 in the amount of $0.408 per Class A common share, which represents $1.632 on an annualized basis. This is a 2.0% increase from the third quarter 2016 dividend of $0.40.
Construction Pipeline
The table below outlines the Broadview projects that Pattern Energy has agreed to acquire, which are currently in construction, the capacity owned and the projects' anticipated commencement date for commercial operation.
|
MW | ||||||||||
|
Project |
Location |
Construction |
Commercial |
Rated (2) |
Owned | |||||
|
Broadview projects |
New Mexico |
2016 |
2017 |
324 |
272 | |||||
|
(1) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(2) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
Acquisitions
In October 2016, Pattern Energy acquired 90 MW of owned capacity in the 179 MW Armow project from Pattern Development for approximately US $133.0 million. The purchase price was funded from cash available and draws under the Company's revolving credit facility on October 17, 2016.
Located in Kincardine, Ontario, Armow consists of 91 Siemens 2.3 MW wind turbines and is jointly owned by Pattern Energy and Samsung Renewable Energy, Inc. The facility reached commercial operation in December 2015 and operates under a 20-year power purchase agreement with the Independent Electricity System Operator (IESO) in Ontario.
Acquisition Pipeline
Pattern Energy has the Right of First Offer (ROFO) on a pipeline of acquisition opportunities from Pattern Development. The identified ROFO list stands at 962 MW of total owned capacity. This list of identified ROFO projects represents a portion of Pattern Development's 5,900 MW pipeline of development projects, all of which are subject to Pattern Energy's ROFO.
Since its IPO, Pattern Energy has purchased 1,194 MW, including one project it has agreed to acquire, from Pattern Development and in aggregate grown the identified ROFO list from 746 MW to a total of 2,156 MW. The table below sets forth the current list of identified ROFO projects:
|
Capacity (MW) | ||||||||||||||
|
Identified |
Status |
Location |
Construction |
Commercial |
Contract |
Rated (3) |
Pattern | |||||||
|
Kanagi Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
14 |
6 | |||||||
|
Futtsu Solar |
Operational |
Japan |
2014 |
2016 |
PPA |
42 |
19 | |||||||
|
Conejo Solar |
Operational |
Chile |
2015 |
2016 |
PPA |
104 |
104 | |||||||
|
Meikle |
In construction |
British Columbia |
2015 |
2016 |
PPA |
180 |
180 | |||||||
|
Belle River |
Late stage development |
Ontario |
2016 |
2017 |
PPA |
100 |
43 | |||||||
|
North Kent |
Late stage development |
Ontario |
2017 |
2018 |
PPA |
100 |
43 | |||||||
|
Grady |
Late stage development |
New Mexico |
2018 |
2019 |
PPA |
220 |
176 | |||||||
|
Henvey Inlet |
Late stage development |
Ontario |
2017 |
2018 |
PPA |
300 |
150 | |||||||
|
Mont Sainte-Marguerite |
Late stage development |
Québec |
2016 |
2017 |
PPA |
147 |
147 | |||||||
|
Ohorayama |
Late stage development |
Japan |
2017 |
2018 |
PPA |
33 |
31 | |||||||
|
Tsugaru |
Late stage development |
Japan |
2017 |
2019 |
PPA |
126 |
63 | |||||||
|
1,366 |
962 | |||||||||||||
|
(1) |
Represents year of actual or anticipated commencement of construction. |
|
(2) |
Represents year of actual or anticipated commencement of commercial operations. |
|
(3) |
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors. |
|
(4) |
Pattern Development-owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development's percentage ownership interest in the distributable cash flow of the project. |
Evaluation of Disclosure Controls and Procedures
As discussed in the Company's Form 10-Q for the period ended September 30, 2016, under Item 4, Controls and Procedures, management believes that the Company's internal control over financial reporting was not effective as of September 30, 2016, due to the aggregation of internal control deficiencies related to the implementation, design, maintenance and operating effectiveness of various transaction, process level, and monitoring controls. These deficiencies largely have arisen during fiscal 2016 because of growth of the Company, increases in employee headcount to support growth, and frequent changes in organizational structure were not adequately supported by elements of its internal control over financial reporting. However, management has concluded that the consolidated financial statements present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. generally accepted accounting principles (GAAP). Management has developed a plan to remediate the material weaknesses. Management expects the remediation plan to extend over multiple financial reporting periods; therefore, the Company will receive an adverse opinion on its internal control over financial reporting as of December 31, 2016.
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net loss to adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three months ended |
Nine months ended | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Net cash provided by operating activities |
$ |
36,408 |
$ |
34,682 |
$ |
105,399 |
$ |
83,282 |
|||||||
|
Changes in operating assets and liabilities |
(3,526) |
(4,293) |
2,772 |
(6,429) |
|||||||||||
|
Network upgrade reimbursement |
— |
618 |
— |
1,854 |
|||||||||||
|
Release of restricted cash to fund project and general and administrative costs |
— |
— |
590 |
1,501 |
|||||||||||
|
Operations and maintenance capital expenditures |
(133) |
27 |
(879) |
(294) |
|||||||||||
|
Distributions from unconsolidated investments |
8,292 |
9,647 |
40,066 |
23,494 |
|||||||||||
|
Reduction of other asset - Gulf Wind energy derivative deposit |
— |
5,355 |
— |
5,355 |
|||||||||||
|
Other |
(195) |
(1,212) |
(130) |
273 |
|||||||||||
|
Less: |
|||||||||||||||
|
Distributions to noncontrolling interests |
(3,584) |
(2,871) |
(11,771) |
(4,382) |
|||||||||||
|
Principal payments paid from operating cash flows |
(17,060) |
(19,674) |
(39,322) |
(45,057) |
|||||||||||
|
Cash available for distribution |
$ |
20,202 |
$ |
22,279 |
$ |
96,725 |
$ |
59,597 |
|||||||
|
Three months ended |
Nine months ended | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Net loss |
$ |
(11,050) |
$ |
(35,332) |
$ |
(55,744) |
$ |
(51,734) |
|||||||
|
Plus: |
|||||||||||||||
|
Interest expense, net of interest income |
19,583 |
18,278 |
60,906 |
54,692 |
|||||||||||
|
Tax (benefit) provision |
1,311 |
(2,181) |
4,038 |
676 |
|||||||||||
|
Depreciation, amortization and accretion |
45,755 |
40,241 |
136,974 |
104,082 |
|||||||||||
|
EBITDA |
55,599 |
21,006 |
146,174 |
107,716 |
|||||||||||
|
Unrealized (gain) loss on energy derivative (1) |
818 |
(4,630) |
14,970 |
(1,600) |
|||||||||||
|
(Gain) loss on undesignated derivatives, net |
(1,825) |
6,091 |
17,685 |
5,313 |
|||||||||||
|
Realized loss on derivatives
|
— |
11,221 |
— |
11,221 |
|||||||||||
|
Early extinguishment of debt
|
— |
4,113 |
— |
4,113 |
|||||||||||
|
Net loss on transactions |
314 |
74 |
353 |
2,663 |
|||||||||||
|
Adjustments from unconsolidated investments (2) |
(8,439) |
— |
(19,573) |
— |
|||||||||||
|
Plus, proportionate share from unconsolidated investments: |
|||||||||||||||
|
Interest expense, net of interest income |
7,634 |
6,466 |
22,778 |
17,085 |
|||||||||||
|
Depreciation, amortization and accretion |
6,660 |
6,746 |
19,624 |
16,246 |
|||||||||||
|
Loss on undesignated derivatives, net |
1,544 |
7,637 |
17,015 |
9,531 |
|||||||||||
|
Adjusted EBITDA |
$ |
62,305 |
$ |
58,724 |
$ |
219,026 |
$ |
172,288 |
|||||||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
|
(2) |
Amount consists of gains on distributions from unconsolidated investments and suspended equity losses of $5.8 million and $2.7 million for the three months ended September 30, 2016, respectively and $15.0 million and $4.6 million for the nine months ended September 30, 2016, respectively. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time on Monday, November 7, 2016. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 5607011. The replay recording will be available until 11:59 p.m. Eastern Time, November 21, 2016.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to consummate the agreement to acquire Broadview, the ability to achieve the 2016 cash available for distribution target, the date of commercial operations of the Broadview projects, the ability to achieve targeted owned capacity by the end of 2019, the time period required to remediate the material weakness in internal control over financial reporting, and the type of opinion the Company will receive on its internal control over financial reporting as of December 31, 2016. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: |
|||
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
|
Pattern Energy Group Inc. | |||||||
|
September 30, |
December 31, | ||||||
|
2016 |
2015 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
65,733 |
$ |
94,808 |
|||
|
Restricted cash |
11,562 |
14,609 |
|||||
|
Funds deposited by counterparty |
46,643 |
— |
|||||
|
Trade receivables |
39,395 |
45,292 |
|||||
|
Related party receivable |
913 |
734 |
|||||
|
Derivative assets, current |
19,197 |
24,338 |
|||||
|
Prepaid expenses |
15,529 |
14,498 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $9,111 and $5,192 as of September 30, 2016 and December 31, 2015, respectively |
2,117 |
2,121 |
|||||
|
Other current assets |
8,445 |
6,929 |
|||||
|
Total current assets |
209,534 |
203,329 |
|||||
|
Restricted cash |
13,652 |
36,875 |
|||||
|
Property, plant and equipment, net of accumulated depreciation of $540,774 and $409,161 as of September 30, 2016 and December 31, 2015, respectively |
3,182,054 |
3,294,620 |
|||||
|
Unconsolidated investments |
87,168 |
116,473 |
|||||
|
Derivative assets |
30,259 |
44,014 |
|||||
|
Deferred financing costs |
4,598 |
4,572 |
|||||
|
Net deferred tax assets |
10,280 |
6,804 |
|||||
|
Finite-lived intangible assets, net of accumulated amortization of $9,441 and $4,357 as of September 30, 2016 and December 31, 2015, respectively |
92,550 |
97,722 |
|||||
|
Other assets |
23,879 |
25,183 |
|||||
|
Total assets |
$ |
3,653,974 |
$ |
3,829,592 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
32,868 |
$ |
42,776 |
|||
|
Accrued construction costs |
1,155 |
23,565 |
|||||
|
Counterparty deposit liability |
46,643 |
— |
|||||
|
Related party payable |
1,965 |
1,646 |
|||||
|
Accrued interest |
3,071 |
9,035 |
|||||
|
Dividends payable |
35,282 |
28,022 |
|||||
|
Derivative liabilities, current |
14,945 |
14,343 |
|||||
|
Revolving credit facility |
35,000 |
355,000 |
|||||
|
Current portion of long-term debt, net of financing costs of $3,623 and $3,671 as of September 30, 2016 and December 31, 2015, respectively |
46,324 |
44,144 |
|||||
|
Other current liabilities |
2,668 |
2,156 |
|||||
|
Total current liabilities |
219,921 |
520,687 |
|||||
|
Long-term debt, net of financing costs of $18,515 and $22,632 as of September 30, 2016 and December 31, 2015, respectively |
1,145,428 |
1,174,380 |
|||||
|
Convertible senior notes, net of financing costs of $4,172 and $5,014 as of September 30, 2016 and December 31, 2015, respectively |
201,504 |
197,362 |
|||||
|
Derivative liabilities |
64,837 |
28,659 |
|||||
|
Net deferred tax liabilities |
23,303 |
22,183 |
|||||
|
Finite-lived intangible liability, net of accumulated amortization of $4,770 and $2,168 as of September 30, 2016 and December 31, 2015, respectively |
55,530 |
58,132 |
|||||
|
Other long-term liabilities |
59,234 |
52,427 |
|||||
|
Total liabilities |
1,769,757 |
2,053,830 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 87,469,506 and 74,644,141 shares outstanding as of September 30, 2016 and December 31, 2015, respectively |
875 |
747 |
|||||
|
Additional paid-in capital |
1,180,512 |
982,814 |
|||||
|
Accumulated loss |
(108,065) |
(77,159) |
|||||
|
Accumulated other comprehensive loss |
(94,149) |
(73,325) |
|||||
|
Treasury stock, at cost; 68,344 and 65,301 shares of Class A common stock as of September 30, 2016 and December 31, 2015, respectively |
(1,641) |
(1,577) |
|||||
|
Total equity before noncontrolling interest |
977,532 |
831,500 |
|||||
|
Noncontrolling interest |
906,685 |
944,262 |
|||||
|
Total equity |
1,884,217 |
1,775,762 |
|||||
|
Total liabilities and equity |
$ |
3,653,974 |
$ |
3,829,592 |
|||
|
Pattern Energy Group Inc. Consolidated Statements of Operations (In thousands of U.S. dollars, except per share data) (Unaudited) | |||||||||||||||
|
Three months ended |
Nine months ended | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Revenue: |
|||||||||||||||
|
Electricity sales |
$ |
89,919 |
$ |
88,256 |
$ |
266,952 |
$ |
235,252 |
|||||||
|
Related party revenue |
1,574 |
955 |
4,121 |
2,630 |
|||||||||||
|
Other revenue |
421 |
486 |
1,918 |
1,352 |
|||||||||||
|
Total revenue |
91,914 |
89,697 |
272,991 |
239,234 |
|||||||||||
|
Cost of revenue: |
|||||||||||||||
|
Project expense |
31,384 |
28,848 |
96,989 |
82,075 |
|||||||||||
|
Depreciation and accretion |
43,693 |
38,599 |
130,782 |
101,997 |
|||||||||||
|
Total cost of revenue |
75,077 |
67,447 |
227,771 |
184,072 |
|||||||||||
|
Gross profit |
16,837 |
22,250 |
45,220 |
55,162 |
|||||||||||
|
Operating expenses: |
|||||||||||||||
|
General and administrative |
11,191 |
7,218 |
31,122 |
22,309 |
|||||||||||
|
Related party general and administrative |
3,553 |
1,887 |
7,381 |
5,316 |
|||||||||||
|
Total operating expenses |
14,744 |
9,105 |
38,503 |
27,625 |
|||||||||||
|
Operating income |
2,093 |
13,145 |
6,717 |
27,537 |
|||||||||||
|
Other income (expense): |
|||||||||||||||
|
Interest expense |
(19,798) |
(19,941) |
(62,134) |
(56,802) |
|||||||||||
|
Gain (loss) on undesignated derivatives, net |
1,825 |
(6,091) |
(17,685) |
(5,313) |
|||||||||||
|
Realized loss on designated derivatives |
— |
(11,221) |
— |
(11,221) |
|||||||||||
|
Earnings (loss) in unconsolidated investments, net |
4,685 |
(9,951) |
15,755 |
768 |
|||||||||||
|
Related party income |
1,593 |
605 |
3,697 |
2,029 |
|||||||||||
|
Early extinguishment of debt |
— |
(4,113) |
— |
(4,113) |
|||||||||||
|
Net loss on transactions |
(314) |
(74) |
(353) |
(2,663) |
|||||||||||
|
Other income (expense), net |
177 |
128 |
2,297 |
(1,280) |
|||||||||||
|
Total other expense |
(11,832) |
(50,658) |
(58,423) |
(78,595) |
|||||||||||
|
Net loss before income tax |
(9,739) |
(37,513) |
(51,706) |
(51,058) |
|||||||||||
|
Tax (benefit) provision |
1,311 |
(2,181) |
4,038 |
676 |
|||||||||||
|
Net loss |
(11,050) |
(35,332) |
(55,744) |
(51,734) |
|||||||||||
|
Net loss attributable to noncontrolling interest |
(7,037) |
(5,927) |
(24,838) |
(16,747) |
|||||||||||
|
Net loss attributable to Pattern Energy |
$ |
(4,013) |
$ |
(29,405) |
$ |
(30,906) |
$ |
(34,987) |
|||||||
|
Weighted average number of shares: |
|||||||||||||||
|
Class A common stock - Basic and diluted |
81,531,775 |
72,789,583 |
76,821,811 |
69,233,698 |
|||||||||||
|
Loss per share |
|||||||||||||||
|
Class A common stock: |
|||||||||||||||
|
Basic and diluted loss per share |
$ |
(0.05) |
$ |
(0.40) |
$ |
(0.40) |
$ |
(0.51) |
|||||||
|
Dividends declared per Class A common share |
$ |
0.40 |
$ |
0.36 |
$ |
1.17 |
$ |
1.06 |
|||||||
|
Pattern Energy Group Inc. | |||||||
|
Nine months ended | |||||||
|
2016 |
2015 | ||||||
|
Operating activities |
|||||||
|
Net loss |
$ |
(55,744) |
$ |
(51,734) |
|||
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||||||
|
Depreciation and accretion |
130,782 |
102,108 |
|||||
|
Amortization of financing costs |
5,242 |
5,581 |
|||||
|
Amortization of debt discount/premium, net |
3,147 |
798 |
|||||
|
Amortization of power purchase agreements, net |
2,278 |
1,175 |
|||||
|
Loss on derivatives, net |
29,757 |
793 |
|||||
|
Stock-based compensation |
4,362 |
3,234 |
|||||
|
Deferred taxes |
3,681 |
340 |
|||||
|
Earnings in unconsolidated investments |
(15,755) |
(813) |
|||||
|
Distributions from unconsolidated investments |
377 |
— |
|||||
|
Realized loss on derivatives, net |
— |
10,192 |
|||||
|
Early extinguishment of debt |
— |
3,958 |
|||||
|
Other reconciling items |
44 |
1,221 |
|||||
|
Changes in operating assets and liabilities: |
|||||||
|
Funds deposited by counterparty |
(46,643) |
— |
|||||
|
Trade receivables |
6,078 |
5,657 |
|||||
|
Prepaid expenses |
(1,005) |
3,994 |
|||||
|
Other current assets |
(3,554) |
(6,583) |
|||||
|
Other assets (non-current) |
865 |
(2,022) |
|||||
|
Accounts payable and other accrued liabilities |
(2,658) |
4,180 |
|||||
|
Counterparty deposit liability |
46,643 |
— |
|||||
|
Related party receivable/payable |
164 |
506 |
|||||
|
Accrued interest |
(6,017) |
1,970 |
|||||
|
Other current liabilities |
492 |
764 |
|||||
|
Long-term liabilities |
4,835 |
83 |
|||||
|
Increase in restricted cash |
(1,972) |
(2,120) |
|||||
|
Net cash provided by operating activities |
105,399 |
83,282 |
|||||
|
Investing activities |
|||||||
|
Cash paid for acquisitions, net of cash acquired |
(4,024) |
(406,284) |
|||||
|
Decrease in restricted cash |
23,293 |
41,820 |
|||||
|
Increase in restricted cash |
(79) |
(33,890) |
|||||
|
Capital expenditures |
(31,554) |
(315,954) |
|||||
|
Distributions from unconsolidated investments |
40,066 |
23,494 |
|||||
|
Other assets |
1,619 |
4,650 |
|||||
|
Other investing activities |
(136) |
— |
|||||
|
Net cash provided by (used in) investing activities |
29,185 |
(686,164) |
|||||
|
Financing activities |
|||||||
|
Proceeds from public offering, net of issuance costs |
$ |
286,583 |
$ |
317,822 |
|||
|
Proceeds from issuance of convertible senior notes, net of issuance costs |
— |
219,557 |
|||||
|
Repurchase of shares for employee tax withholding |
(64) |
(331) |
|||||
|
Dividends paid |
(85,159) |
(63,455) |
|||||
|
Payment for deferred equity issuance costs |
— |
(1,940) |
|||||
|
Buyout of noncontrolling interest |
— |
(121,224) |
|||||
|
Capital contributions - noncontrolling interest |
— |
193,064 |
|||||
|
Capital distributions - noncontrolling interest |
(11,771) |
(4,382) |
|||||
|
Decrease in restricted cash |
41,054 |
41,429 |
|||||
|
Increase in restricted cash |
(36,027) |
(41,184) |
|||||
|
Refund of deposit for letters of credit |
— |
3,425 |
|||||
|
Payment for deferred financing costs |
(134) |
(8,445) |
|||||
|
Proceeds from revolving credit facility |
20,000 |
295,000 |
|||||
|
Repayment of revolving credit facility |
(340,000) |
(100,000) |
|||||
|
Proceeds from construction loans |
— |
294,502 |
|||||
|
Repayment of long-term debt |
(39,322) |
(405,036) |
|||||
|
Payment for interest rate derivatives |
— |
(11,061) |
|||||
|
Other financing activities |
(569) |
— |
|||||
|
Net cash provided by (used in) financing activities |
(165,409) |
607,741 |
|||||
|
Effect of exchange rate changes on cash and cash equivalents |
1,750 |
(3,319) |
|||||
|
Net change in cash and cash equivalents |
(29,075) |
1,540 |
|||||
|
Cash and cash equivalents at beginning of period |
94,808 |
101,656 |
|||||
|
Cash and cash equivalents at end of period |
$ |
65,733 |
$ |
103,196 |
|||
|
Supplemental disclosures |
|||||||
|
Cash payments for income taxes |
$ |
233 |
$ |
293 |
|||
|
Cash payments for interest expense, net of capitalized interest |
59,172 |
49,239 |
|||||
|
Acquired property, plant and equipment from acquisitions |
— |
579,712 |
|||||
|
Schedule of non-cash activities |
|||||||
|
Change in property, plant and equipment |
6,132 |
20,744 |
|||||
|
Non-cash increase in additional paid-in capital from buyout of noncontrolling interests |
— |
16,715 |
|||||
|
Equity issuance costs paid in prior period related to current period offerings |
— |
433 |
|||||
Logo: http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
11/7/2016Pattern Energy to Host 2016 Third Quarter Results Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Oct. 24, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq: PEGI) (TSX: PEG), today announced that it will release its third quarter 2016 financial results on Monday, November 7, 2016, prior to market open. The Company will subsequently hold a conference call that same day, Monday, November 7, 2016, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
|
Conference Call Details |
|
|
DATE: |
Monday, November 7, 2016 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
5607011 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
|
Contacts: |
|
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
10/24/2016Pattern Energy Completes Acquisition of Armow Wind Power Facility
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Oct. 18, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) ("Pattern Energy") today announced it has completed the acquisition of a 90 MW interest in the 179 MW Armow Wind power facility in Ontario, Canada from Pattern Energy Group LP ("Pattern Development"). Pattern Energy acquired the interest in Armow Wind for a total cash consideration of approximately US$133 million, representing a 9.5-10.5x multiple on the 5-year average annual cash available for distribution (CAFD)1 contribution from the project. The purchase price was funded from cash available and draws under the Company's revolving credit facility on October 17, 2016. Subsequent to the transaction, $308 million remains available under the revolving credit facility.
"The acquisition of Armow Wind is immediately accretive, providing us with increased cash flow and growing the portfolio to 2.6 GW of owned capacity," said Mike Garland, President and CEO of Pattern Energy. "With an identified ROFO list of 942 MW of wind and solar projects – and a right of first offer on Pattern Development's pipeline of 5,900 MW of development projects – we are confident in expanding our growth outlook to achieve our 5,000 MW target by the end of 2019."
Located in Kincardine, Ontario, Armow Wind consists of 91 Siemens 2.3 MW wind turbines and is jointly owned by Pattern Energy and Samsung Renewable Energy, Inc. The facility reached commercial operation in December 2015 and operates under a 20-year power purchase agreement with the Independent Electricity System Operator (IESO) in Ontario.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. These forward-looking statements, including statements regarding the annual CAFD contribution of Armow Wind, portfolio growth based on the identified ROFO list, and ability to achieve its owned interest target by the end of 2019, represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
(1) This forward looking measure of five-year average annual purchase price multiple of Cash Available for Distribution (CAFD) contribution from the Armow Wind Facility is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found on page 67 of Pattern Energy's 2015 Annual Report on Form 10-K.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Sarah Webster 415-283-4076 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group LP
Article Date
10/18/2016Pattern Energy to Acquire Interest in Armow Wind Power Facility
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
Will grow portfolio to 18 wind power facilities with a total owned capacity of 2,644 MW
SAN FRANCISCO, Sept. 22, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) ("Pattern Energy") today announced its commitment to acquire a 90 MW interest in the operating 180 MW Armow Wind power facility in Ontario, Canada from Pattern Energy Group LP ("Pattern Development"). Pattern Energy will acquire the interest in Armow Wind for a total cash funding commitment of approximately US$132 million. The acquisition will be funded with available liquidity and is expected to close within 45 days.
Acquisition Highlights
"The commitment to acquire Armow Wind, on the heels of our successful equity offering last month, demonstrates our ability to use our available capital for accretive projects," said Mike Garland, President and CEO of Pattern Energy. "We anticipate closing another acquisition from our identified ROFO list in the coming months. Looking ahead, our identified ROFO list includes 11 projects totaling 942 MW, providing clear visibility to 36% growth on our existing portfolio."
Armow Wind will be jointly owned by Pattern Energy and Samsung Renewable Energy, Inc. The facility reached commercial operation in December 2015 and operates under a 20-year power purchase agreement with the IESO in Ontario.
Located in Kincardine, Ontario, Armow Wind consists of 91 Siemens 2.3 MW wind turbines. The facility generates enough clean energy to power approximately 70,000 homes each year, based on annual residential energy use in Ontario.
Pattern Energy has rights of first offer to Pattern Development's project development pipeline, which includes approximately 5,900 MW of wind and solar projects.
The Conflicts Committee of the Board of Directors of Pattern Energy, which is comprised entirely of independent directors, reviewed and recommended the terms of the acquisition for approval by the Board of Directors, and it was approved by the Board. The Conflicts Committee was advised on financial matters by Evercore Group L.L.C., which also provided a fairness opinion, and on legal matters by Davis Polk & Wardwell LLP.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 18 wind power facilities, including two it has agreed to acquire, with a total owned interest of 2,644 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. These forward-looking statements, including statements regarding the annual CAFD contribution of Armow Wind, timeframe to consummate the acquisition of Armow Wind, portfolio growth based on the identified ROFO list, number of homes Armow Wind can provide clean energy to power, and ability to close another acquisition from the identified ROFO list in the coming months, represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
[1] This forward looking measure of annual and five-year average purchase price multiple of Cash Available for Distribution (CAFD) contribution from the Armow Wind Facility is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD. A description of the adjustments to determine CAFD can be found on page 67 of Pattern Energy's 2015 Annual Report on Form 10-K.
|
Contacts: | |
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Sarah Webster 415-283-4076 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
9/22/2016Pattern Energy Announces Closing of Over-Allotment Option for Class A Common Stock
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Aug. 22, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced that in connection with the recently completed public offering on August 12, 2016 (the "Equity Offering") of its Class A common stock, par value US$0.01 per share ("Class A Common Stock"), the underwriters have partially exercised their over-allotment option and purchased today an additional 1,300,000 shares of Class A Common Stock on the same terms and conditions as the Equity Offering. Aggregate gross proceeds of the Equity Offering, including the proceeds of the over-allotment option, are approximately US$270 million.
The Company intends to use the net proceeds from the Equity Offering, including the net proceeds of the over-allotment option, to fund potential acquisition opportunities from Pattern Energy Group LP and repay its revolving credit facility.
The Equity Offering was made through an underwriting group led by RBC Capital Markets, BMO Capital Markets and Morgan Stanley, as joint book-running managers of the Equity Offering and as representatives of the underwriters.
The offering of securities to which this communication relates has been made in the United States pursuant to an effective shelf registration statement (including a prospectus) filed with the Securities and Exchange Commission (the "SEC") and, in Canada, pursuant to a supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities. You can get copies of these documents for free by visiting EDGAR on the SEC website at www.sec.gov and SEDAR at www.sedar.com. Alternatively, copies of these documents may be obtained, from RBC Capital Markets, Attn: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at (877) 822-4089 or by email at equityprospectus@rbccm.com; BMO Capital Markets, Attn: Equity Syndicate Department, 3 Times Square, New York, NY 10036, by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com; or Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 17 wind power facilities, including one it has committed to acquire, with a total owned interest of 2,554 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable, long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the use of proceeds of the Equity Offering. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained or incorporated by reference in the prospectus supplement filed with the SEC or the supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities, the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016. The risk factors and other factors noted in these documents could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Relations
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Sarah Webster
(415) 283-4076
sarah.webster@patternenergy.com
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
8/22/20168/16/2016 - Pattern Energy Announces It is in Discussions to Acquire Interest in Armow Wind Power Facility in Ontario
Pattern Energy Announces It is in Discussions to Acquire Interest in Armow Wind Power Facility in Ontario
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
Acquisition to be funded with proceeds from recent equity offering
SAN FRANCISCO, Aug. 16, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) ("Pattern Energy") today announced it is in discussions to acquire a 90 MW interest in the 180 MW Armow Wind power facility in Ontario from Pattern Energy Group LP ("Pattern Development"). Pattern Energy intends to fund the acquisition with available liquidity from its recent equity offering. The transaction is expected to close within the next 30 to 45 days.
"With the successful completion of the equity offering we have entered discussions with Pattern Development to acquire Armow," said Mike Garland, President and CEO of Pattern Energy. "Armow will expand our portfolio to 17 operating projects and one project we have committed to acquire which is under construction. Our identified ROFO list provides clear visibility to 36% growth on our existing portfolio, after the acquisition of Armow. We expect to drop down another acquisition from our identified ROFO list before the end of the year."
The Armow Wind power facility, located near Kincardine, Ontario, is jointly owned by Pattern Development and Samsung Renewable Energy, Inc. The facility reached commercial operation in December 2015 and operates under a 20-year power purchase agreement with the Independent Electricity System Operator (IESO).
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 17 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,554 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. These forward-looking statements, including statements regarding the ability to consummate the acquisition of Armow, about portfolio growth based on the identified ROFO list, and about further drop downs later in the year, represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
8/16/2016Pattern Energy Announces Closing of Public Offering of Class A Common Stock
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Aug. 12, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced that it has closed the previously announced underwritten public offering of shares of its Class A common stock, par value US$0.01 per share ("Class A Common Stock"). The Company sold 10,000,000 shares of its Class A Common Stock at a public offering price of US$23.90 per share (the "Equity Offering") for total gross proceeds of US$239.0 million. The underwriters of the Equity Offering have a 30-day option, exercisable until September 7, 2016, to purchase up to an additional 1,500,000 shares of Class A Common Stock on the same terms and conditions as the Equity Offering, solely to cover over-allotments, if any.
The Company intends to use the net proceeds from the Equity Offering to fund potential acquisition opportunities from Pattern Energy Group LP and repayment of its revolving credit facility.
The Equity Offering was made through an underwriting group led by RBC Capital Markets, BMO Capital Markets and Morgan Stanley, as joint book-running managers of the Equity Offering and as representatives of the underwriters.
The offering of securities to which this communication relates has been made in the United States pursuant to an effective shelf registration statement (including a prospectus) filed with the Securities and Exchange Commission (the "SEC") and, in Canada, pursuant to a supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities. You can get copies of these documents for free by visiting EDGAR on the SEC website at www.sec.gov and SEDAR at www.sedar.com. Alternatively, copies of these documents may be obtained, from RBC Capital Markets, Attn: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at (877) 822-4089 or by email at equityprospectus@rbccm.com; BMO Capital Markets, Attn: Equity Syndicate Department, 3 Times Square, New York, NY 10036, by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com; or Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 17 wind power facilities, including one it has committed to acquire, with a total owned interest of 2,554 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable, long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the use of proceeds of the Equity Offering. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained or incorporated by reference in the prospectus supplement filed with the SEC or the supplement to the Company's MJDS shelf prospectus filed with Canadian securities regulatory authorities, the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016. The risk factors and other factors noted in these documents could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Relations
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Sarah Webster
(415) 283-4076
sarah.webster@patternenergy.com
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
8/12/2016Pattern Energy Reports Second Quarter 2016 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
- Increases dividend to $0.40 per Class A common share for Q3 2016 -
SAN FRANCISCO, Aug. 5, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced its financial results for the 2016 second quarter.
Highlights
(Comparisons made between fiscal Q2 2016 and fiscal Q2 2015 results, unless otherwise noted)
"We remain on track to achieve our cash available for distribution target for 2016, reporting $35.5 million in the second quarter. Our prudent capital and cost management more than offset the expected lower wind levels," said Mike Garland, President and CEO of Pattern Energy. "We continue to grow our portfolio, which now stands at 2,554 MW – an increase of 12% this quarter, with the agreement to acquire 272 MW of owned capacity in Broadview from Pattern Development at a 9.6x average cash available for distribution multiple over five years. As the capital markets improve, our identified ROFO list of assets provides clear visibility to 40% growth on our existing portfolio and we expect to add new projects to the list in the coming year."
Financial and Operating Results
Pattern Energy sold 1,715,286 MWh of electricity on a proportional basis in the second quarter of 2016 compared to 1,225,374 MWh sold in the same period last year. Pattern Energy sold 3,516,321 MWh of electricity on a proportional basis for the six-months ended June 30, 2016 (YTD 2016) compared to 2,161,408 MWh sold in the same period last year. The increase for the quarterly period was primarily attributable to volume increases of 444,745 MWh from controlling interests in consolidated MWh for projects which commenced commercial operations or were acquired since May 2015 and 45,167 MWh from unconsolidated investments primarily due to the acquisition of K2 in June 2015. As expected and planned for, El Niño conditions continued into the second quarter of 2016 which resulted in lower wind speeds and lower production than Pattern Energy's long-term average forecast.
Net cash provided by operating activities was $54.3 million for the second quarter of 2016 compared to $32.4 million for the same period last year. Net cash provided by operating activities was $69.0 million for YTD 2016 compared to $48.6 million for the same period last year. The change quarter over quarter is primarily due to higher revenues of $13.6 million (excluding unrealized loss on energy derivative and amortization of power purchase agreements) from projects which were acquired since May 2015 or which commenced commercial operations since the third quarter of 2015. Also increasing cash flows from operations was the timing of payments associated with accruals and other long term liabilities. These increases were partially offset by increases of $5.4 million in project expenses and $1.8 million in operating expenses.
Cash available for distribution was $35.5 million for the second quarter of 2016 compared to $28.0 million for the same period in the prior year. Cash available for distribution was $76.5 million for YTD 2016 compared to $37.3 million for the same period in the prior year. The $7.5 million increase for the quarterly period was due to additional revenues of $13.6 million (excluding unrealized loss on energy derivative and amortization of power purchase agreements) primarily from projects which were acquired since May 2015 or which commenced commercial operation since the third quarter of 2015. Pattern Energy also received an increase of $4.2 million in cash distributions from its unconsolidated investments when compared to the same period last year due to a full period of operations at each of its unconsolidated investments in 2016. These increases were partially offset by increases in project expenses of $5.4 million and operating expenses of $1.8 million, primarily from projects which commenced commercial operations or were acquired during 2015, as well as, increased distributions to noncontrolling interests of $3.5 million.
Net loss was $15.6 million in the second quarter of 2016, compared to net income of $5.7 million for the same period in the prior year. Net loss was $44.7 million for YTD 2016 compared to $16.4 million in the same period last year. The change quarter over quarter of $21.3 million was primarily attributable to projects which were acquired since May 2015 or became commercially operable in late 2015. Also contributing to the change were increases in other expense items related to interest expense and net losses on undesignated derivatives.
Adjusted EBITDA was $78.6 million for the second quarter of 2016 compared to $66.8 million for the same period last year. Adjusted EBITDA was $156.7 million for YTD 2016 compared to $113.6 million for the same period last year. The increase for the quarterly period was primarily attributable to projects which commenced commercial operations or were acquired since May 2015.
2016 Financial Guidance
Pattern Energy reaffirms its targeted annual cash available for distribution for 2016 in a range of $125 million to $145 million, representing an increase of 46% at the midpoint of the range, compared to cash available for distribution in 2015. The forward-looking cash available for distribution is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure, without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at cash available for distribution. A description of the adjustments to determine cash available for distribution can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations-Key Metrics, of Pattern Energy's 2016 Quarterly Report on Form 10-Q for the period ended June 30, 2016.
Quarterly Dividend
Pattern Energy declared an increased dividend for the third quarter 2016, payable on October 31, 2016, to holders of record on September 30, 2016 in the amount of $0.40 per Class A common share, which represents $1.60 on an annualized basis. This is a 2.6% increase from the second quarter 2016 dividend of $0.39.
Construction Pipeline
In June 2016, Pattern Energy agreed to acquire 272 MW of owned capacity in the 324 MW Broadview project, and the associated independent 35-mile 345 kV Western Interconnect transmission line, from Pattern Development for $269 million. Pattern Energy will fund the cash purchase price for its interest in the project, including the associated transmission line, at the commencement of commercial operations of the project which is expected in the first half of 2017. Pattern Energy's commitment to own and operate the facility was a core component of securing high-quality institutional equity investors for the project financing.
Pattern Energy can meet the contemplated cash purchase consideration using part of its available liquidity and the long-term project holding company debt financing commitments arranged at the time of the purchase commitment which total up to $160 million with various maturities from five to ten years. Management believes that Pattern Energy does not need to raise equity in order to complete the Broadview acquisition; however, it retains the flexibility to use retained cash flow or raise equity, corporate debt, project holding company debt or other financing arrangements prior to the closing of the Broadview acquisition in lieu of using one or more of project holding company debt financing commitments.
Broadview has entered into two 20-year power purchase agreements with Southern California Edison, which has a BBB+/A2 credit rating, for sale of 100 percent of its output, up to a total of 297 MW, which has been factored into the project's economics.
The Broadview power facility, located 30 miles north of Clovis, New Mexico, will consist of 141 Siemens 2.3 MW wind turbines and has the capacity to generate 324 MW of energy, the power equivalent to the annual energy usage of approximately 180,000 California homes.
Acquisition Pipeline
Pattern Energy has the Right of First Offer (ROFO) on a pipeline of acquisition opportunities from Pattern Development. The identified ROFO list stands at 1,032 MW of total owned capacity. This list of identified ROFO projects represents a portion of Pattern Development's 5,900 MW pipeline of development projects, all of which are subject to Pattern Energy's ROFO.
Since its IPO, Pattern Energy has purchased 1,104 MW from Pattern Development and in aggregate grown the identified ROFO list from 746 MW to a total of 2,136 MW. The table below sets forth the current list of identified ROFO projects:
|
Asset |
Location |
Owned MW |
Status | |||
|
Armow |
Ontario |
90 |
Operational | |||
|
Kanagi Solar |
Japan |
6 |
Operational | |||
|
Futtsu Solar |
Japan |
19 |
Operational | |||
|
Meikle |
British Columbia |
180 |
In construction | |||
|
Conejo Solar |
Chile |
84 |
In construction | |||
|
Belle River |
Ontario |
43 |
Securing final permits | |||
|
North Kent |
Ontario |
43 |
Securing final permits | |||
|
Grady |
New Mexico |
176 |
Late stage development | |||
|
Henvey Inlet |
Ontario |
150 |
Late stage development | |||
|
Mont Sainte-Marguerite |
Québec |
147 |
Late stage development | |||
|
Ohorayama |
Japan |
31 |
Late stage development | |||
|
Tsugaru |
Japan |
63 |
Late stage development | |||
|
Total |
1,032 |
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net loss to adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three months ended June 30, |
Six months ended June 30, | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Net cash provided by operating activities |
$ |
54,270 |
$ |
32,361 |
$ |
68,991 |
$ |
48,600 |
|||||||
|
Changes in operating assets and liabilities |
(12,669) |
2,521 |
6,298 |
(2,136) |
|||||||||||
|
Network upgrade reimbursement |
— |
618 |
— |
1,236 |
|||||||||||
|
Release of restricted cash to fund project and general and administrative costs |
— |
1,501 |
590 |
1,501 |
|||||||||||
|
Operations and maintenance capital expenditures |
(516) |
(283) |
(746) |
(321) |
|||||||||||
|
Transaction costs for acquisitions |
52 |
1,357 |
65 |
1,777 |
|||||||||||
|
Distributions from unconsolidated investments |
11,960 |
7,771 |
31,774 |
13,847 |
|||||||||||
|
Other |
— |
(148) |
— |
(292) |
|||||||||||
|
Less: |
|||||||||||||||
|
Distributions to noncontrolling interests |
(4,270) |
(763) |
(8,187) |
(1,511) |
|||||||||||
|
Principal payments paid from operating cash flows |
(13,319) |
(16,948) |
(22,262) |
(25,383) |
|||||||||||
|
Cash available for distribution |
$ |
35,508 |
$ |
27,987 |
$ |
76,523 |
$ |
37,318 |
|||||||
|
Three months ended June 30, |
Six months ended June 30, | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Net income (loss) |
$ |
(15,646) |
$ |
5,657 |
$ |
(44,694) |
$ |
(16,402) |
|||||||
|
Plus: |
|||||||||||||||
|
Interest expense, net of interest income |
21,008 |
18,715 |
41,323 |
36,414 |
|||||||||||
|
Tax provision |
1,429 |
3,603 |
2,727 |
2,857 |
|||||||||||
|
Depreciation, amortization and accretion |
45,835 |
34,785 |
91,219 |
63,841 |
|||||||||||
|
EBITDA |
52,626 |
62,760 |
90,575 |
86,710 |
|||||||||||
|
Unrealized loss on energy derivative (1) |
9,327 |
6,002 |
14,152 |
3,030 |
|||||||||||
|
(Gain) loss on undesignated derivatives, net |
5,879 |
(4,178) |
19,510 |
(778) |
|||||||||||
|
Net loss on transactions |
72 |
1,305 |
39 |
2,589 |
|||||||||||
|
Adjustments from unconsolidated investments (2) |
(9,422) |
— |
(11,134) |
— |
|||||||||||
|
Plus, proportionate share from unconsolidated investments: |
|||||||||||||||
|
Interest expense, net of interest income |
7,925 |
5,181 |
15,144 |
10,619 |
|||||||||||
|
Depreciation, amortization and accretion |
6,671 |
4,991 |
12,964 |
9,500 |
|||||||||||
|
(Gain) loss on undesignated derivatives, net |
5,555 |
(9,240) |
15,471 |
1,894 |
|||||||||||
|
Adjusted EBITDA |
$ |
78,633 |
$ |
66,821 |
$ |
156,721 |
$ |
113,564 |
|||||||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
|
(2) |
Amount consists of gains on distributions from unconsolidated investments and suspended equity losses of $7.5 million and $1.9 million for the three months ended June 30, 2016, respectively and $9.2 million and $1.9 million for the six months ended June 30, 2016, respectively. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time on Friday, August 5, 2016. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 51243882. The replay recording will be available until 11:59 p.m. Eastern Time, August 19, 2016.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 17 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,554 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to consummate the agreement to acquire Broadview, the ability to achieve the 2016 cash available for distribution target, the ability to fund the contemplated cash purchase consideration for Broadview using available liquidity and long-term project holding company debt financing commitments, the ability to not need to raise equity in order to complete the Broadview acquisition, and the number of homes Broadview has the capacity to generate energy. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: |
|||
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
|
Pattern Energy Group Inc. | |||||||
|
June 30, |
December 31, | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
87,641 |
$ |
94,808 |
|||
|
Restricted cash |
12,228 |
14,609 |
|||||
|
Funds deposited by counterparty |
49,480 |
— |
|||||
|
Trade receivables |
49,329 |
45,292 |
|||||
|
Related party receivable |
689 |
734 |
|||||
|
Reimbursable interconnection costs |
— |
38 |
|||||
|
Derivative assets, current |
18,381 |
24,338 |
|||||
|
Prepaid expenses |
11,128 |
14,498 |
|||||
|
Other current assets |
10,102 |
6,891 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $6,310 and $5,192 as of June 30, 2016 and December 31, 2015, respectively |
2,158 |
2,121 |
|||||
|
Total current assets |
241,136 |
203,329 |
|||||
|
Restricted cash |
16,372 |
36,875 |
|||||
|
Property, plant and equipment, net of accumulated depreciation of $498,867 and $409,161 as of June 30, 2016 and December 31, 2015, respectively |
3,225,658 |
3,294,620 |
|||||
|
Unconsolidated investments |
92,792 |
116,473 |
|||||
|
Derivative assets |
31,704 |
44,014 |
|||||
|
Deferred financing costs |
3,572 |
4,572 |
|||||
|
Net deferred tax assets |
10,888 |
6,804 |
|||||
|
Finite-lived intangible assets, net of accumulated amortization of $7,734 and $4,357 as of June 30, 2016 and December 31, 2015, respectively |
94,256 |
97,722 |
|||||
|
Other assets |
23,930 |
25,183 |
|||||
|
Total assets |
$ |
3,740,308 |
$ |
3,829,592 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
29,923 |
$ |
42,776 |
|||
|
Accrued construction costs |
4,494 |
23,565 |
|||||
|
Counterparty deposit liability |
49,480 |
— |
|||||
|
Related party payable |
833 |
1,646 |
|||||
|
Accrued interest |
8,916 |
9,035 |
|||||
|
Dividends payable |
29,711 |
28,022 |
|||||
|
Derivative liabilities, current |
15,711 |
14,343 |
|||||
|
Revolving credit facility |
335,000 |
355,000 |
|||||
|
Current portion of long-term debt, net of financing costs of $3,638 and $3,671 as of June 30, 2016 and December 31, 2015, respectively |
45,721 |
44,144 |
|||||
|
Other current liabilities |
2,557 |
2,156 |
|||||
|
Total current liabilities |
522,346 |
520,687 |
|||||
|
Long-term debt, net of financing costs of $21,036 and $22,632 as of June 30, 2016 and December 31, 2015, respectively |
1,163,229 |
1,174,380 |
|||||
|
Convertible senior notes, net of financing costs of $4,449 and $5,014 as of June 30, 2016 and December 31, 2015, respectively |
200,103 |
197,362 |
|||||
|
Derivative liabilities |
69,842 |
28,659 |
|||||
|
Net deferred tax liabilities |
22,860 |
22,183 |
|||||
|
Finite-lived intangible liability, net of accumulated amortization of $3,902 and $2,168 as of June 30, 2016 and December 31, 2015, respectively |
56,398 |
58,132 |
|||||
|
Other long-term liabilities |
60,004 |
52,427 |
|||||
|
Total liabilities |
2,094,782 |
2,053,830 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 74,930,002 and 74,644,141 shares outstanding as of June 30, 2016 and December 31, 2015, respectively |
750 |
747 |
|||||
|
Additional paid-in capital |
927,812 |
982,814 |
|||||
|
Accumulated loss |
(104,052) |
(77,159) |
|||||
|
Accumulated other comprehensive loss |
(94,037) |
(73,325) |
|||||
|
Treasury stock, at cost; 67,344 and 65,301 shares of Class A common stock as of June 30, 2016 and December 31, 2015, respectively |
(1,617) |
(1,577) |
|||||
|
Total equity before noncontrolling interest |
728,856 |
831,500 |
|||||
|
Noncontrolling interest |
916,670 |
944,262 |
|||||
|
Total equity |
1,645,526 |
1,775,762 |
|||||
|
Total liabilities and equity |
$ |
3,740,308 |
$ |
3,829,592 |
|||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Three months ended June 30, |
Six months ended June 30, | ||||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||||
|
Revenue: |
|||||||||||||||
|
Electricity sales |
$ |
91,370 |
$ |
82,871 |
$ |
177,033 |
$ |
146,996 |
|||||||
|
Related party revenue |
1,332 |
872 |
2,547 |
1,675 |
|||||||||||
|
Other revenue |
736 |
928 |
1,497 |
866 |
|||||||||||
|
Total revenue |
93,438 |
84,671 |
181,077 |
149,537 |
|||||||||||
|
Cost of revenue: |
|||||||||||||||
|
Project expense |
33,359 |
27,981 |
65,605 |
53,227 |
|||||||||||
|
Depreciation and accretion |
43,678 |
34,342 |
87,089 |
63,398 |
|||||||||||
|
Total cost of revenue |
77,037 |
62,323 |
152,694 |
116,625 |
|||||||||||
|
Gross profit |
16,401 |
22,348 |
28,383 |
32,912 |
|||||||||||
|
Operating expenses: |
|||||||||||||||
|
General and administrative |
10,362 |
8,870 |
19,931 |
15,091 |
|||||||||||
|
Related party general and administrative |
1,931 |
1,621 |
3,828 |
3,429 |
|||||||||||
|
Total operating expenses |
12,293 |
10,491 |
23,759 |
18,520 |
|||||||||||
|
Operating income |
4,108 |
11,857 |
4,624 |
14,392 |
|||||||||||
|
Other income (expense): |
|||||||||||||||
|
Interest expense |
(21,275) |
(18,943) |
(42,336) |
(36,861) |
|||||||||||
|
Gain (loss) on undesignated derivatives, net |
(5,879) |
4,178 |
(19,510) |
778 |
|||||||||||
|
Earnings in unconsolidated investments, net |
7,240 |
13,801 |
11,070 |
10,719 |
|||||||||||
|
Related party income |
1,097 |
756 |
2,104 |
1,424 |
|||||||||||
|
Net loss on transactions |
(72) |
(1,305) |
(39) |
(2,589) |
|||||||||||
|
Other income (expense), net |
564 |
(1,084) |
2,120 |
(1,408) |
|||||||||||
|
Total other expense |
(18,325) |
(2,597) |
(46,591) |
(27,937) |
|||||||||||
|
Net income (loss) before income tax |
(14,217) |
9,260 |
(41,967) |
(13,545) |
|||||||||||
|
Tax provision |
1,429 |
3,603 |
2,727 |
2,857 |
|||||||||||
|
Net income (loss) |
(15,646) |
5,657 |
(44,694) |
(16,402) |
|||||||||||
|
Net loss attributable to noncontrolling interest |
(12,423) |
(8,660) |
(17,801) |
(10,820) |
|||||||||||
|
Net income (loss) attributable to Pattern Energy |
$ |
(3,223) |
$ |
14,317 |
$ |
(26,893) |
$ |
(5,582) |
|||||||
|
Weighted average number of shares: |
|||||||||||||||
|
Class A common stock - Basic |
74,443,901 |
68,943,707 |
74,440,950 |
67,426,286 |
|||||||||||
|
Class A common stock - Diluted |
74,443,901 |
69,147,260 |
74,440,950 |
67,426,286 |
|||||||||||
|
Earnings (loss) per share |
|||||||||||||||
|
Class A common stock: |
|||||||||||||||
|
Basic earnings (loss) per share |
$ |
(0.04) |
$ |
0.21 |
$ |
(0.36) |
$ |
(0.08) |
|||||||
|
Diluted earnings (loss) per share |
$ |
(0.04) |
$ |
0.21 |
$ |
(0.36) |
$ |
(0.08) |
|||||||
|
Dividends declared per Class A common share |
$ |
0.39 |
$ |
0.35 |
$ |
0.77 |
$ |
0.71 |
|||||||
|
Pattern Energy Group Inc. | |||||||
|
Six months ended June 30, | |||||||
|
2016 |
2015 | ||||||
|
Operating activities |
|||||||
|
Net loss |
$ |
(44,694) |
$ |
(16,402) |
|||
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||||||
|
Depreciation and accretion |
87,089 |
63,841 |
|||||
|
Amortization of financing costs |
3,498 |
3,636 |
|||||
|
Amortization of debt discount/premium, net |
2,074 |
— |
|||||
|
Amortization of power purchase agreements, net |
1,507 |
— |
|||||
|
Loss on derivatives, net |
32,209 |
333 |
|||||
|
Stock-based compensation |
2,777 |
1,989 |
|||||
|
Deferred taxes |
2,487 |
2,616 |
|||||
|
Earnings in unconsolidated investments |
(11,070) |
(10,719) |
|||||
|
Distributions from unconsolidated investments |
377 |
— |
|||||
|
Other reconciling items |
(965) |
1,170 |
|||||
|
Changes in operating assets and liabilities: |
|||||||
|
Funds deposited by counterparty |
(49,480) |
— |
|||||
|
Trade receivables |
(3,753) |
(4,924) |
|||||
|
Prepaid expenses |
3,400 |
3,107 |
|||||
|
Other current assets |
(2,998) |
334 |
|||||
|
Other assets (non-current) |
1,839 |
(99) |
|||||
|
Accounts payable and other accrued liabilities |
(9,631) |
615 |
|||||
|
Counterparty deposit liability |
49,480 |
— |
|||||
|
Related party receivable/payable |
(735) |
(7) |
|||||
|
Accrued interest |
(178) |
689 |
|||||
|
Other current liabilities |
381 |
1,151 |
|||||
|
Long-term liabilities |
6,363 |
1,270 |
|||||
|
Increase in restricted cash |
(986) |
— |
|||||
|
Net cash provided by operating activities |
68,991 |
48,600 |
|||||
|
Investing activities |
|||||||
|
Cash paid for acquisitions, net of cash acquired |
— |
(404,377) |
|||||
|
Decrease in restricted cash |
20,561 |
25,277 |
|||||
|
Increase in restricted cash |
(64) |
(6,966) |
|||||
|
Capital expenditures |
(25,953) |
(216,499) |
|||||
|
Distributions from unconsolidated investments |
31,774 |
13,847 |
|||||
|
Reimbursable interconnection receivable |
38 |
1,246 |
|||||
|
Other assets (non-current) |
— |
(6,074) |
|||||
|
Other investing activities |
(163) |
— |
|||||
|
Net cash provided by (used in) investing activities |
26,193 |
(593,546) |
|||||
|
Financing activities |
|||||||
|
Proceeds from public offering, net of issuance costs |
$ |
— |
$ |
196,591 |
|||
|
Repurchase of shares for employee tax withholding |
(40) |
(310) |
|||||
|
Dividends paid |
(56,097) |
(39,170) |
|||||
|
Payment for deferred equity issuance costs |
(677) |
(2,204) |
|||||
|
Capital distributions - noncontrolling interest |
(8,187) |
(1,511) |
|||||
|
Decrease in restricted cash |
25,714 |
18,532 |
|||||
|
Increase in restricted cash |
(22,342) |
(21,718) |
|||||
|
Refund of deposit for letters of credit |
— |
3,425 |
|||||
|
Payment for deferred financing costs |
(134) |
(5,614) |
|||||
|
Proceeds from revolving credit facility |
20,000 |
250,000 |
|||||
|
Repayment of revolving credit facility |
(40,000) |
(50,000) |
|||||
|
Proceeds from construction loans |
— |
206,184 |
|||||
|
Repayment of long-term debt |
(22,262) |
(25,383) |
|||||
|
Other financing activities |
(343) |
— |
|||||
|
Net cash provided by (used in) financing activities |
(104,368) |
528,822 |
|||||
|
Effect of exchange rate changes on cash and cash equivalents |
2,017 |
(2,596) |
|||||
|
Net change in cash and cash equivalents |
(7,167) |
(18,720) |
|||||
|
Cash and cash equivalents at beginning of period |
94,808 |
101,656 |
|||||
|
Cash and cash equivalents at end of period |
$ |
87,641 |
$ |
82,936 |
|||
|
Supplemental disclosures |
|||||||
|
Cash payments for income taxes |
$ |
155 |
$ |
186 |
|||
|
Cash payments for interest expense, net of capitalized interest |
36,535 |
24,447 |
|||||
|
Acquired property, plant and equipment from acquisitions |
— |
579,712 |
|||||
|
Schedule of non-cash activities |
|||||||
|
Change in property, plant and equipment |
1,302 |
21,094 |
|||||
Logo- http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
8/5/2016Pattern Energy to Host 2016 Second Quarter Results Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, July 22, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq: PEGI) (TSX: PEG), today announced that it will release its second quarter 2016 financial results on Friday, August 5, 2016, prior to market open. The Company will subsequently hold a conference call that same day, Friday, August 5, 2016, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
|
Conference Call Details |
|
|
DATE: |
Friday, August 5, 2016 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
51243882 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 17 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,554 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
|
Contacts: |
|
|
Media Relations |
Investor Relations |
|
Matt Dallas |
Ross Marshall |
|
917-363-1333 |
416-526-1563 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
7/22/2016Pattern Development Acquires the Development Rights to the 600 MW King Pine Wind Power Project in Maine
Source: PR Newswire
SAN FRANCISCO, July 6, 2016 /PRNewswire/ -- Pattern Energy Group LP ("Pattern Development") today announced it has acquired from SunEdison the development rights to the proposed 600 megawatt (MW) King Pine Wind power project.
"We are excited about the opportunity to expand our previous activities in Maine by taking over development of the state's largest wind power project," said Mike Garland, President and CEO of Pattern Development. "Maine is an extraordinary place and we have been working for years to find a great project that can be developed in a manner that is respectful of the local community and the environment. The King Pine project would establish a strong new source of revenue for the local community and the state, create new jobs and provide clean energy."
King Pine Wind is a 600 MW wind power project currently under development in northeastern Maine, located in Aroostook and Penobscot Counties. The project will utilize 174 turbines and will interconnect to the ISO New England at Emera Maine's proposed 345 kV Hammond substation. King Pine Wind is expected to begin full construction in 2018 and reach commercial operation in 2020.
Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) holds a right of first offer with respect to any power project that Pattern Development decides to sell, including the King Pine Wind project.
About Pattern Development
Pattern Energy Group LP (Pattern Development) is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly-experienced team has developed, financed and placed into operation more than 4,500 MW of wind power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Santiago, Chile, and Tokyo, Japan. For more information, visit www.patterndev.com.
Contact:
Matt Dallas
Pattern Development
917-363-1333
matt.dallas@patternenergy.com
Logo - http://photos.prnewswire.com/prnh/20160705/386435LOGO
SOURCE Pattern Energy Group LP
Article Date
7/6/20166/30/2016 - Pattern Energy Commits to Acquire 324 MW Broadview Wind Power Facility in New Mexico for $269 Million
Pattern Energy Commits to Acquire 324 MW Broadview Wind Power Facility in New Mexico for $269 Million
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
Project expected to provide approximately $28 million in annual cash available for distribution
SAN FRANCISCO, June 30, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) ("Pattern Energy") today announced it has committed to acquire interests in the 324 megawatt ("MW") Broadview Wind power facility ("Broadview") and associated independent 35-mile 345 kV Western Interconnect transmission line from Pattern Energy Group LP ("Pattern Development") for $269 million at commencement of commercial operations ("COD"). Pattern Development has closed financing and is beginning construction on Broadview, which is located 30 miles north of Clovis, New Mexico.
Highlights
"This world-class wind project will deliver attractively-priced power directly into the California market under two 20-year contracts with Southern California Edison," said Mike Garland, President and CEO of Pattern Energy. "Broadview is a terrific addition to the Company; representing a twelve percent increase to our current portfolio's owned capacity and a material, accretive increase in our cash available for distribution. We identified this opportunity earlier this year, as a transaction we would likely commit to acquire when it reached COD. We can meet the funding requirements for the acquisition with a portion of our currently available cash and liquidity and from new project financing facilities. Our commitment is to provide dividends, especially in uncertain markets, and this project supports that commitment."
Pattern Energy has committed to acquire from Pattern Development an 84% initial cash flow interest in Broadview and a 99% ownership interest in the Western Interconnect transmission line for a total cash purchase price of $269 million, which will be funded at the commencement of commercial operations in less than a year. Institutional equity investors have committed to acquire from Pattern Development a 16% initial cash flow interest in, and a 99% initial taxable income allocation from, Broadview, which will also be funded following the commencement of commercial operations. Following the acquisition, based on its initial cash flow share, Pattern Energy will retain an owned interest of 272 MW in Broadview. Pattern Energy's commitment to own and operate the facility was a core component of securing high-quality institutional equity investors for the project financing.
Pattern Energy will fund the cash purchase price for its interest in the project, including the associated transmission line, at the commencement of commercial operations in less than a year with currently available corporate liquidity and up to $160 million of long-term project holding company debt financing commitments.
The Broadview power facility will consist of 141 Siemens 2.3 MW wind turbines and has the capacity to generate 324 MW of energy, the power equivalent to the annual energy usage of approximately 180,000 California homes. Broadview will be limited to 297 MW of injection capacity at the project's transmission interconnection point.
Broadview has entered into two 20-year power purchase agreements ("PPAs") with Southern California Edison ("SCE"), which has a BBB+/A2 credit rating, for sale of 100 percent of its output, up to a total of 297 MW, which has been factored into the project's economics.
Broadview will interconnect to the new, privately-developed Western Interconnect transmission project, which will deliver the output to the California Independent System Operator ("CAISO"). Western Interconnect is a 345 kV transmission line, approximately 35 miles in length, which will be 99% owned and operated by Pattern Energy. The combined cash available for distribution from the project and transmission line, before any financing costs, is expected to be approximately $28 million annually based on a five-year average run rate.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 17 wind power facilities, including one it has agreed to acquire, with a total owned interest of 2,554 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to consummate the acquisition of Broadview and/or Western Interconnect, the COD date of Broadview, Pattern Energy's estimated funding date of Broadview, the annual CAFD generated by Broadview, Pattern Energy's funding plan through available liquidity and/or drawing upon project holding company debt financing commitments, the generation capacity of Broadview, and power equivalent annual energy usage of California homes such capacity represents. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
These forward-looking measures of annual CAFD and pre-financing CAFD multiple are non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward looking changes in working capital balances which are added to earnings to arrive at cash provided by operations and subtracted therefrom to arrive at CAFD.
|
Contacts: |
|
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
6/30/2016Pattern Energy Reports Results of Director Election
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, June 16, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced that the nominees listed in the Proxy Statement, dated April 29, 2016, for the 2016 Annual Meeting of Stockholders (the "Meeting") were elected as Directors of the Company. The results of the vote for the election of Directors at the Meeting held on June 15, 2016 in San Francisco were as follows:
|
Votes For |
Votes Against |
Votes Abstain | ||||
|
Nominees |
Number |
% |
Number |
% |
Number |
% |
|
Alan R. Batkin |
56,476,889 |
95.45 |
2,648,813 |
4.48 |
41,542 |
0.07 |
|
Patricia S. Bellinger |
58,676,245 |
99.17 |
452,475 |
0.76 |
38,524 |
0.07 |
|
The Lord Browne of Madingley |
58,532,791 |
98.93 |
580,344 |
0.98 |
54,109 |
0.09 |
|
Michael M. Garland |
58,689,994 |
99.20 |
434,485 |
0.73 |
42,765 |
0.07 |
|
Douglas G. Hall |
58,758,033 |
99.30 |
364,401 |
0.62 |
44,810 |
0.08 |
|
Michael B. Hoffman |
58,459,631 |
98.80 |
665,665 |
1.13 |
41,948 |
0.07 |
|
Patricia M. Newson |
58,779,121 |
99.34 |
347,299 |
0.59 |
40,824 |
0.07 |
In addition, at the Meeting, the appointment of Ernst & Young as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified, stockholders on an advisory and non-binding basis voted to approve the compensation of the Company's named executive officers as disclosed in the 2016 proxy statement, and stockholders on an advisory and non-binding basis voted on having annual votes for the frequency of future advisory votes on executive compensation.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 16 wind power facilities, with a total owned interest of 2,282 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable, long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
|
Contacts: |
|
|
Media Relations |
Investor Relations |
|
Matt Dallas |
Sarah Webster |
|
917-363-1333 |
415-283-4076 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
6/16/2016Pattern Energy Announces Commencement of $200,000,000 At-The-Market Program
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, May 9, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced the commencement of a $200,000,000 At-The-Market ("ATM") program and that it has entered into an Equity Distribution Agreement (the "Agreement") with RBC Capital Markets, LLC, KeyBanc Capital Markets Inc. and Morgan Stanley & Co. LLC (collectively, the "Agents"). Pursuant to the terms of the Agreement, the Company may offer and sell shares of the Company's Class A common stock, par value $0.01 per share, from time to time through the Agents, as the Company's sales agents for the offer and sale of the shares, up to an aggregate sales price of $200,000,000. Sales of the shares, if any, will principally be made by means of ordinary brokers' transactions on the NASDAQ Global Select Market at market prices or as otherwise agreed with the Agents. No sales will be made in Canada or on the Toronto Stock Exchange or any other market in Canada. The shares will be issued pursuant to a prospectus supplement to the Company's shelf registration statement on Form S-3 (File No. 333-199217) which became effective upon filing with the Securities and Exchange Commission in the United States on October 8, 2014. The Company intends to use the net proceeds from the sale of the shares for general corporate purposes, which may include the repayment of indebtedness and the funding of acquisitions and investments.
Under the terms of the Agreement, the Company also may sell shares of its Class A common stock to any of the Agents, as principal for its own account, at a price agreed upon at the time of sale. If the Company agrees to sell shares to any Agent as principal, it will enter into a separate terms agreement with such Agent, and will describe such agreement in a separate prospectus supplement or free writing prospectus.
The shares that may be issued by the Company under the ATM program have been approved for listing on the NASDAQ Global Select Market and conditionally approved for listing on the Toronto Stock Exchange. In obtaining Toronto Stock Exchange listing approval, the Company has relied on the "Eligible Interlisted Issuer" exemption from TSX rules under section 602.1 of the TSX Company Manual.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 16 wind power facilities, with a total owned interest of 2,282 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable, long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the proposed offering and use of proceeds thereof. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to the completion of any offering under the Agreement, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained or incorporated by reference in the prospectus supplement filed with the SEC, the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. The risk factors and other factors noted in these documents could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media Relations
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Sarah Webster
(415) 283-4076
sarah.webster@patternenergy.com
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
5/9/2016Pattern Energy Reports First Quarter 2016 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
- $41.0 million in Q1 2016 CAFD on track for FY 2016 target -
- Declares increased dividend of $0.39 per Class A common share for Q2 2016 -
SAN FRANCISCO, May 9, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced its financial results for the 2016 first quarter.
Highlights
(Comparisons made between fiscal Q1 2016 and fiscal Q1 2015 results, unless otherwise noted)
"Our fleet continues to operate at a high turbine availability across all 16 operating projects. Delivering $41.0 million in CAFD is an excellent result for the first quarter. It keeps us on track to achieve our 2016 CAFD target and enabled us to increase our dividend for the ninth straight quarter," said Mike Garland, President and CEO of Pattern Energy. "Our proven, successful relationship with Pattern Development continues to provide us with a strong growth outlook including 1.3 GW of identified ROFO assets and a growing pipeline of development stage assets. Pattern Development has also provided us more flexibility when we drop down future projects. Their development pipeline includes two solar projects that have commenced operations in Japan since March."
Financial Results
Pattern Energy sold 1,801,034 MWh of electricity on a proportional basis in the first quarter of 2016 compared to 935,981 MWh sold in the same period last year. The increase was primarily attributable to projects which were acquired in May 2015 or became commercially operable since the third quarter of 2015. Specifically, it includes an increase in volume of 763,424 MWh from controlling interest in consolidated MWh; and an increase in volume of 101,629 MWh from unconsolidated investments due primarily to the acquisition of K2 in June 2015. As expected, El Niño conditions continued into early 2016 which resulted in lower wind speeds and lower production than the Company's long-term average forecast.
Adjusted EBITDA was $78.1 million for the first quarter of 2016 compared to $46.7 million for the same period last prior year, an increase of $31.3 million, or approximately 67.1%. The increase in Adjusted EBITDA for the first quarter as compared to the same period in the prior year was primarily attributable to projects which commenced commercial operations or were acquired since May 2015. Reconciliations of adjusted EBITDA to net loss determined in accordance with GAAP for the quarterly periods are shown below.
Net loss was $29.0 million in the first quarter of 2016, compared to $22.1 million in the same period last year. The change was primarily attributable to projects which were acquired in May 2015 or became commercially operable since the third quarter of 2015. Also contributing to the change were increases in other expense items related to interest expense and losses on undesignated derivatives, net. These changes were partially offset by increases in earnings (losses) in unconsolidated investments, net primarily due to the acquisition of K2 in 2015.
Cash available for distribution was $41.0 million for the first quarter of 2016 as compared to $9.3 million for the same period in the prior year. This $31.7 million increase in cash available for distribution was due to additional revenues of $31.3 million (excluding unrealized loss on energy derivative and amortization of power purchase agreements) primarily from projects which commenced commercial operations or were acquired during 2015. Pattern Energy also received an increase of $14.1 million in cash distributions from its unconsolidated investments when compared to the same period in the prior year due to full operation at each of its unconsolidated investments in 2016. These increases were partially offset by increases in project expenses of $7.0 million and operating expenses of $3.4 million, primarily from projects which commenced commercial operations or were acquired during 2015, as well as, increased interest payments of $3.1 million and distributions to noncontrolling interests of $3.2 million. Reconciliations of cash available for distribution to net cash provided by operating activities determined in accordance with GAAP for the quarterly periods are shown below.
2016 Financial Guidance
Pattern Energy reaffirms its targeted annual cash available for distribution for 2016 in a range of $125 million to $145 million, representing an increase of 46% at the midpoint of the range, compared to cash available for distribution in 2015.(1)
Quarterly Dividend
Pattern Energy declared an increased dividend for the second quarter 2016, payable on July 29, 2016, to holders of record on June 30, 2016 in the amount of $0.39 per Class A common share, which represents $1.56 on an annualized basis. This is a 2.4% increase from the first quarter 2016 dividend of $0.381.
Acquisition Pipeline
Pattern Energy has the Right of First Offer (ROFO) on a pipeline of acquisition opportunities from Pattern Development. The identified ROFO list stands at 1,298 MW of total owned capacity. This list of identified ROFO projects represents a portion of Pattern Development's 5,900 MW pipeline of development projects, all of which are subject to Pattern Energy's ROFO.
Since its IPO, Pattern Energy has purchased 832 MW from Pattern Development and in aggregate grown the identified ROFO list from 746 MW to a total of 2,130 MW. The table below sets forth the current list of identified ROFO projects:
|
Asset |
Location |
Owned MW |
Status | |||
|
Armow |
Ontario |
90 |
Operational | |||
|
Kanagi Solar |
Japan |
6 |
Operational | |||
|
Futtsu Solar |
Japan |
19 |
Operational | |||
|
Meikle |
British Columbia |
180 |
In construction | |||
|
Conejo Solar |
Chile |
84 |
In construction | |||
|
Belle River |
Ontario |
50 |
Securing final permits | |||
|
Broadview projects |
New Mexico |
259 |
Late stage development | |||
|
Grady |
New Mexico |
176 |
Late stage development | |||
|
Henvey Inlet |
Ontario |
150 |
Late stage development | |||
|
North Kent |
Ontario |
43 |
Late stage development | |||
|
Mont Sainte-Marguerite |
Québec |
147 |
Late stage development | |||
|
Ohorayama |
Japan |
31 |
Late stage development | |||
|
Tsugaru |
Japan |
63 |
Late stage development | |||
|
Total |
1,298 |
|
(1) The forward looking measure of cash available for distribution for 2016 is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort. A description of the adjustments to determine CAFD can be found within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations-Key Metrics, of Pattern Energy's 2016 Quarterly Report on Form 10-Q for the period ended March 31, 2016. | |
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net loss to adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three Months Ended March 31, | |||||||
|
2016 |
2015 | ||||||
|
Net cash provided by operating activities |
$ |
14,721 |
$ |
16,239 |
|||
|
Changes in operating assets and liabilities |
18,967 |
(4,657) |
|||||
|
Network upgrade reimbursement |
— |
618 |
|||||
|
Release of restricted cash to fund project and general and administrative costs |
590 |
— |
|||||
|
Operations and maintenance capital expenditures |
(230) |
(38) |
|||||
|
Transaction costs for acquisitions |
13 |
420 |
|||||
|
Distributions from unconsolidated investments |
19,814 |
6,076 |
|||||
|
Other |
— |
(144) |
|||||
|
Less: |
|||||||
|
Distributions to noncontrolling interests |
(3,917) |
(748) |
|||||
|
Principal payments paid from operating cash flows |
(8,943) |
(8,435) |
|||||
|
Cash available for distribution |
$ |
41,015 |
$ |
9,331 |
|||
|
Three Months Ended March 31, | |||||||
|
2016 |
2015 | ||||||
|
Net loss |
$ |
(29,048) |
$ |
(22,059) |
|||
|
Plus: |
|||||||
|
Interest expense, net of interest income |
20,315 |
17,699 |
|||||
|
Tax provision (benefit) |
1,298 |
(746) |
|||||
|
Depreciation, amortization and accretion |
45,384 |
29,056 |
|||||
|
EBITDA |
$ |
37,949 |
$ |
23,950 |
|||
|
Unrealized loss (gain) on energy derivative (1) |
4,825 |
(2,972) |
|||||
|
Loss on undesignated derivatives, net |
13,631 |
3,400 |
|||||
|
Net (gain) loss on transactions |
(33) |
1,284 |
|||||
|
Adjustments from unconsolidated investments |
(1,712) |
— |
|||||
|
Plus, proportionate share from unconsolidated investments: |
|||||||
|
Interest expense, net of interest income |
7,219 |
5,438 |
|||||
|
Depreciation, amortization and accretion |
6,293 |
4,509 |
|||||
|
Loss on undesignated derivatives, net |
$ |
9,916 |
$ |
11,134 |
|||
|
Adjusted EBITDA |
$ |
78,088 |
$ |
46,743 |
|||
|
(1) |
Amount is included in electricity sales on the consolidated statements of operations. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast, complete with slide presentation, to discuss these results at 10:30 a.m. Eastern Time on Monday, May 9, 2016. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 95851150. The replay recording will be available until 11:59 p.m. Eastern Time, May 23, 2016.
A live webcast of the conference call will be also available on the events page in the investor section of Pattern's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 16 operating wind power facilities with a total owned interest of 2,282 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to not require new capital to be raised for existing ownership levels, the ability to achieve the 2016 CAFD target, and the ability for the relationship with Pattern Development to provide the Company with a strong growth outlook and flexibility when the Company drops down projects. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: |
|||
|
Media Relations Matt Dallas 917-363-1333 matt.dallas@patternenergy.com |
Investor Relations Ross Marshall 416-526-1563 ross.marshall@loderockadvisors.com | ||
|
Pattern Energy Group Inc. Consolidated Balance Sheets (In thousands of U.S. Dollars, except share data) (Unaudited) | |||||||
|
March 31, |
December 31, | ||||||
|
2016 |
2015 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
90,624 |
$ |
94,808 |
|||
|
Restricted cash |
10,282 |
14,609 |
|||||
|
Funds deposited by counterparty |
61,177 |
— |
|||||
|
Trade receivables |
42,341 |
45,292 |
|||||
|
Related party receivable |
674 |
734 |
|||||
|
Reimbursable interconnection costs |
— |
38 |
|||||
|
Derivative assets, current |
22,028 |
24,338 |
|||||
|
Prepaid expenses |
13,173 |
14,498 |
|||||
|
Other current assets |
5,457 |
6,891 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $5,775 and $5,192 as of March 31, 2016 and December 31, 2015, respectively |
2,156 |
2,121 |
|||||
|
Total current assets |
247,912 |
203,329 |
|||||
|
Restricted cash |
16,835 |
36,875 |
|||||
|
Property, plant and equipment, net of accumulated depreciation of $455,523 and $409,161 as of March 31, 2016 and December 31, 2015, respectively |
3,264,632 |
3,294,620 |
|||||
|
Unconsolidated investments |
99,996 |
116,473 |
|||||
|
Derivative assets |
37,865 |
44,014 |
|||||
|
Deferred financing costs |
4,106 |
4,572 |
|||||
|
Net deferred tax assets |
10,159 |
6,804 |
|||||
|
Finite-lived intangible assets, net of accumulated amortization of $6,046 and $4,357 as of March 31, 2016 and December 31, 2015, respectively |
95,945 |
97,722 |
|||||
|
Other assets |
26,007 |
25,183 |
|||||
|
Total assets |
$ |
3,803,457 |
$ |
3,829,592 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
19,747 |
$ |
42,776 |
|||
|
Accrued construction costs |
4,854 |
23,565 |
|||||
|
Counterparty deposit liability |
61,177 |
— |
|||||
|
Related party payable |
262 |
1,646 |
|||||
|
Accrued interest |
2,859 |
9,035 |
|||||
|
Dividends payable |
28,869 |
28,022 |
|||||
|
Derivative liabilities, current |
16,364 |
14,343 |
|||||
|
Revolving credit facility |
355,000 |
355,000 |
|||||
|
Current portion of long-term debt, net of financing costs of $3,677 and $3,671 as of March 31, 2016 and December 31, 2015, respectively |
45,551 |
44,144 |
|||||
|
Other current liabilities |
2,340 |
2,156 |
|||||
|
Total current liabilities |
537,023 |
520,687 |
|||||
|
Long-term debt, net of financing costs of $21,905 and $22,632 as of March 31, 2016 and December 31, 2015, respectively |
1,174,833 |
1,174,380 |
|||||
|
Convertible senior notes, net of financing costs of $4,727 and $5,014 as of March 31, 2016 and December 31, 2015, respectively |
198,733 |
197,362 |
|||||
|
Derivative liabilities |
56,154 |
28,659 |
|||||
|
Net deferred tax liabilities |
22,695 |
22,183 |
|||||
|
Finite-lived intangible liability, net of accumulated amortization of $3,035 and $2,168 as of March 31, 2016 and December 31, 2015, respectively |
57,265 |
58,132 |
|||||
|
Other long-term liabilities |
54,891 |
52,427 |
|||||
|
Total liabilities |
2,101,594 |
2,053,830 |
|||||
|
Commitments and contingencies |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 74,930,970 and 74,644,141 shares outstanding as of March 31, 2016 and December 31, 2015, respectively |
750 |
747 |
|||||
|
Additional paid-in capital |
955,455 |
982,814 |
|||||
|
Accumulated loss |
(100,829) |
(77,159) |
|||||
|
Accumulated other comprehensive loss |
(85,619) |
(73,325) |
|||||
|
Treasury stock, at cost; 66,376 and 65,301 shares of Class A common stock as of March 31, 2016 and December 31, 2015, respectively |
(1,596) |
(1,577) |
|||||
|
Total equity before noncontrolling interest |
768,161 |
831,500 |
|||||
|
Noncontrolling interest |
933,702 |
944,262 |
|||||
|
Total equity |
1,701,863 |
1,775,762 |
|||||
|
Total liabilities and equity |
$ |
3,803,457 |
$ |
3,829,592 |
|||
|
Pattern Energy Group Inc. Consolidated Statements of Operations (In thousands of U.S. dollars, except per share data) (Unaudited) | |||||||
|
Three months ended March 31, | |||||||
|
2016 |
2015 | ||||||
|
Revenue: |
|||||||
|
Electricity sales |
$ |
85,663 |
$ |
64,125 |
|||
|
Related party revenue |
1,215 |
803 |
|||||
|
Other revenue |
761 |
(62) |
|||||
|
Total revenue |
87,639 |
64,866 |
|||||
|
Cost of revenue: |
|||||||
|
Project expense |
32,246 |
25,246 |
|||||
|
Depreciation and accretion |
43,411 |
29,056 |
|||||
|
Total cost of revenue |
75,657 |
54,302 |
|||||
|
Gross profit |
11,982 |
10,564 |
|||||
|
Operating expenses: |
|||||||
|
General and administrative |
9,569 |
6,221 |
|||||
|
Related party general and administrative |
1,897 |
1,808 |
|||||
|
Total operating expenses |
11,466 |
8,029 |
|||||
|
Operating income |
516 |
2,535 |
|||||
|
Other income (expense): |
|||||||
|
Interest expense |
(21,061) |
(17,918) |
|||||
|
Loss on undesignated derivatives, net |
(13,631) |
(3,400) |
|||||
|
Earnings (losses) in unconsolidated investments, net |
3,830 |
(3,082) |
|||||
|
Related party income |
1,007 |
668 |
|||||
|
Net gain (loss) on transactions |
33 |
(1,284) |
|||||
|
Other income (expense), net |
1,556 |
(324) |
|||||
|
Total other expense |
(28,266) |
(25,340) |
|||||
|
Net loss before income tax |
(27,750) |
(22,805) |
|||||
|
Tax provision (benefit) |
1,298 |
(746) |
|||||
|
Net loss |
(29,048) |
(22,059) |
|||||
|
Net loss attributable to noncontrolling interest |
(5,378) |
(2,160) |
|||||
|
Net loss attributable to Pattern Energy |
$ |
(23,670) |
$ |
(19,899) |
|||
|
Weighted average number of shares: |
|||||||
|
Class A common stock - Basic and diluted |
74,437,998 |
65,892,005 |
|||||
|
Loss per share |
|||||||
|
Class A common stock: |
|||||||
|
Basic and diluted loss per share |
$ |
(0.32) |
$ |
(0.30) |
|||
|
Dividends declared per Class A common share |
$ |
0.38 |
$ |
0.34 |
|||
|
Pattern Energy Group Inc. Consolidated Statements of Cash Flows (In thousands of U.S. dollars) (Unaudited) | |||||||
|
Three months ended March 31, | |||||||
|
2016 |
2015 | ||||||
|
Operating activities |
|||||||
|
Net loss |
$ |
(29,048) |
$ |
(22,059) |
|||
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||||||
|
Depreciation and accretion |
43,411 |
29,056 |
|||||
|
Amortization of financing costs |
1,746 |
1,743 |
|||||
|
Amortization of debt discount/premium, net |
1,032 |
— |
|||||
|
Amortization of power purchase agreements, net |
753 |
— |
|||||
|
Loss (gain) on derivatives, net |
17,757 |
(531) |
|||||
|
Stock-based compensation |
1,195 |
815 |
|||||
|
Deferred taxes |
1,143 |
(878) |
|||||
|
(Earnings) losses in unconsolidated investments, net of distributions received |
(3,517) |
3,082 |
|||||
|
Other noncash transactions |
(784) |
354 |
|||||
|
Changes in operating assets and liabilities: |
|||||||
|
Funds deposited by counterparty |
(61,177) |
— |
|||||
|
Trade receivables |
3,215 |
288 |
|||||
|
Prepaid expenses |
1,360 |
5,089 |
|||||
|
Other current assets |
1,022 |
118 |
|||||
|
Other assets (non-current) |
(236) |
(80) |
|||||
|
Accounts payable and other accrued liabilities |
(18,671) |
(688) |
|||||
|
Counterparty deposit liability |
61,177 |
— |
|||||
|
Related party receivable/payable |
(1,292) |
565 |
|||||
|
Accrued interest |
(6,235) |
(2,374) |
|||||
|
Other current liabilities |
166 |
593 |
|||||
|
Long-term liabilities |
1,704 |
1,146 |
|||||
|
Net cash provided by operating activities |
14,721 |
16,239 |
|||||
|
Investing activities |
|||||||
|
Decrease in restricted cash |
20,088 |
21,042 |
|||||
|
Increase in restricted cash |
(51) |
(5,055) |
|||||
|
Capital expenditures |
(24,084) |
(63,956) |
|||||
|
Distribution from unconsolidated investments |
19,814 |
6,076 |
|||||
|
Reimbursable interconnection receivable |
38 |
623 |
|||||
|
Other investing activities |
(163) |
— |
|||||
|
Net cash provided by (used in) investing activities |
15,642 |
(41,270) |
|||||
|
Financing activities |
|||||||
|
Proceeds from public offering, net of issuance costs |
$ |
— |
$ |
196,923 |
|||
|
Repurchase of shares for employee tax withholding |
(19) |
(281) |
|||||
|
Dividends paid |
(27,711) |
(15,578) |
|||||
|
Capital distributions - noncontrolling interest |
(3,917) |
(748) |
|||||
|
Decrease in restricted cash |
16,735 |
8,763 |
|||||
|
Increase in restricted cash |
(12,405) |
(12,062) |
|||||
|
Refund of deposit for letters of credit |
— |
3,425 |
|||||
|
Proceeds from revolving credit facility |
20,000 |
— |
|||||
|
Repayment of revolving credit facility |
(20,000) |
(50,000) |
|||||
|
Proceeds from construction loans |
— |
47,595 |
|||||
|
Repayment of long-term debt |
(8,943) |
(8,435) |
|||||
|
Other financing activities |
(124) |
(4) |
|||||
|
Net cash (used in) provided by financing activities |
(36,384) |
169,598 |
|||||
|
Effect of exchange rate changes on cash and cash equivalents |
1,837 |
(2,893) |
|||||
|
Net change in cash and cash equivalents |
(4,184) |
141,674 |
|||||
|
Cash and cash equivalents at beginning of period |
94,808 |
101,656 |
|||||
|
Cash and cash equivalents at end of period |
$ |
90,624 |
$ |
243,330 |
|||
|
Supplemental disclosures |
|||||||
|
Cash payments for income taxes |
$ |
97 |
$ |
18 |
|||
|
Cash payments for interest expense, net of capitalized interest |
24,204 |
18,442 |
|||||
|
Schedule of non-cash activities |
|||||||
|
Change in fair value of designated interest rate swaps |
$ |
(17,795) |
$ |
(7,266) |
|||
|
Change in property, plant and equipment |
11,599 |
(23,061) |
|||||
|
Amortization of deferred financing costs—included as construction in progress |
— |
2,515 |
|||||
Logo: http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
5/9/2016Pattern Energy to Host 2016 First Quarter Results Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, April 27, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq: PEGI) (TSX: PEG), today announced that it will release its first quarter 2016 financial results on Monday, May 9, 2016, prior to market open. The Company will subsequently hold a conference call that same day, Monday, May 9, 2016, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
Conference Call Details
|
DATE: |
Monday, May 9, 2016 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
95851150 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 16 wind power facilities with a total owned interest of 2,282 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Contacts:
|
Media Relations |
Investor Relations |
|
Matt Dallas |
Ross Marshall |
|
917-363-1333 |
416-526-1563 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
4/27/20164/26/2016 - Pattern Development and Green Power Investment Complete 14 MW Kanagi Solar Power Project in Japan
Pattern Development and Green Power Investment Complete 14 MW Kanagi Solar Power Project in Japan
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
KANAGI CITY, Japan, April 26, 2016 /PRNewswire/ -- Pattern Energy Group LP ("Pattern Development"), and Green Power Investment Corporation ("GPI") today announced the completion of the 14 megawatt (MW) Kanagi Solar photovoltaic (PV) power facility. Pattern Development and GPI are joint venture (JV) partners that developed and built the Kanagi Solar power facility, which is located in Shimane prefecture of Japan. GE Energy Financial Services, a General Electric unit, currently maintains an ownership stake in the project.
"Following our recent completion of Futtsu Solar, Kanagi Solar is now our second solar project to reach commercial operations this year, both on budget and on schedule," said Toshio Hori, CEO and founder of GPI. "We intend to build on these accomplishments in solar and expect similar successes in wind as well in the near future."
"With two solar projects now operational, we are beginning to deliver on our commitment to develop 1,000 MW of new renewable energy sources in Japan, with much more to come," said Mike Garland, President and CEO of Pattern Development. "Together with GPI, we have a broad and deep pipeline of both wind and solar projects. We look forward to developing additional renewable energy facilities that will help Japan reach its clean energy goals."
Kanagi Solar has a 20-year power purchase agreement with Chugoku Electric Power Company (CEPCO) for 100% of the output from the facility. The facility's high-quality PV solar panels are being supplied by Kyocera Solar Corporation, a Japanese subsidiary of Kyocera Corporation. Kyocera Communication Systems managed construction and will manage operations and maintenance of the Kanagi Solar facility.
In March, Pattern Development and GPI announced the completion of Futtsu Solar, a 42 MW PV solar power facility located in Japan's prefecture of Chiba.
Affiliate company Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) (Pattern Energy) had previously added the Kanagi and Futtsu Solar facilities to its list of identified Right of First Offer (iROFO) projects.
About GPI
Green Power Investment Corp. (GPI) is a developer, owner and operator of renewable energy assets. The President of GPI, Toshio Hori, was one of the earliest pioneers in renewable energy, having built some of the first large scale wind power projects in Japan, the United States and the United Kingdom. GPI is headquartered in Tokyo and has a team of professionals covering all areas of expertise necessary to operate and manage a full-scale renewable energy business. GPI's partnership with Pattern Energy Group LP has further strengthened GPI's capabilities in development, financing, operations and equipment procurement by providing access to the capital, expertise and buying power of a major player in the field of international renewable energy.
About Pattern Development
Pattern Energy Group LP (Pattern Development) is a leader in developing renewable energy and transmission assets. With a long history in wind energy, Pattern Development's highly-experienced team has developed, financed and placed into operation more than 4,000 MW of wind power projects. A strong commitment to promoting environmental stewardship drives the company's dedication in working closely with communities to create renewable energy projects. Pattern Development has offices in San Francisco, San Diego, Houston, New York, Toronto, Santiago, Chile, and Tokyo, Japan. For more information, visit www.patterndev.com.
Contacts:
Matt Dallas
Pattern Development
917-363-1333
matt.dallas@patternenergy.com
Photo - http://photos.prnewswire.com/prnh/20160426/359913
SOURCE Pattern Energy Group LP
Article Date
4/26/2016Pattern Energy Reports Fourth Quarter and Year End 2015 Financial Results
Source: PR Newswire
SAN FRANCISCO, Feb. 29, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX: PEG) today announced its financial results for the 2015 fourth quarter and year.
Highlights
(Comparisons made between fiscal 2015 and fiscal 2014 results, unless otherwise noted)
"Our portfolio of 16 projects generated a record $92.4 million of CAFD in 2015, exceeding the midpoint of our guidance by 10%. By reducing certain costs and increasing the operating performance of our projects during 2015, we were able to overcome the challenges of low wind in the first quarter, a weak Canadian dollar and reduced spot market prices. Our portfolio will continue to grow our CAFD in 2016 and the coming years as we ramp up to our run-rate CAFD," said Mike Garland, President and CEO of Pattern Energy. "The portfolio continues to provide growing, stable cash flow, allowing us to increase our dividend for the first quarter of 2016, our eighth consecutive dividend increase. With this good news we start 2016 in a strong position. We have no requirements to raise capital for our existing business, our list of ROFO assets will continue to grow in 2016, and we believe the market for renewable energy has never been stronger."
Financial Results
Pattern Energy sold 1,714,884 MWh of electricity on a proportional basis in the fourth quarter of 2015 compared to 918,976 MWh sold in the same period in 2014. Pattern Energy sold 5,136,675 MWh of electricity on a proportional basis for the year ended December 31, 2015, compared to 2,951,233 MWh sold in 2014. The increase in proportional MWh for the quarterly period is due to projects which were acquired and projects that became commercially operable in 2015. The increase in proportional MWh sold for the annual period was primarily attributable to a 1,724,872 MWh increase in volume from controlling interest in consolidated MWh and a 460,570 MWh increase in volume from equity method investments due to the acquisition of K2 in 2015 and commencement of operations of South Kent and Grand in 2014. Overall, production was slightly below the Company's expectations for the fourth quarter compared to its long-term forecast.
Adjusted EBITDA was $78.3 million for the fourth quarter of 2015 compared to $57.7 million in the same period last year. Adjusted EBITDA for the year 2015 was $250.5 million compared to $198.1 million in 2014. The increase in adjusted EBITDA for the quarterly period was primarily attributable to projects which were acquired and projects that became commercially operable in 2015. The increase in the annual period was primarily due to projects that were acquired or commenced commercial operation in 2014 and 2015. Reconciliations of adjusted EBITDA to net loss determined in accordance with GAAP for both the quarterly and annual periods are shown below.
Net loss was $3.9 million in the fourth quarter of 2015, compared to $16.0 million in the same period last year. The change in the quarterly period was primarily due to projects that were acquired and projects that completed construction during 2015. Also contributing to the decrease in net loss for the quarter was increased equity in earnings from unconsolidated investments primarily due to the acquisition of K2 in 2015.
Net loss was $55.6 million for the year ended 2015 compared to $40.0 million in 2014. The increase in net loss for the annual period was primarily due to increased other expense items related to interest expense, extinguishment of debt and related interest rate swap, and a decrease in net gains on transactions offset by increases in equity in earnings from unconsolidated investments.
Cash available for distribution was $32.9 million in the fourth quarter of 2015 compared to $17.3 million in the same period last year. The $15.6 million increase in cash available for distribution is due to additional revenues of $21.7 million (excluding unrealized loss on energy derivative and amortization of PPAs) primarily from projects which were acquired or completed construction during 2015, a $7.5 million increase in cash distributions from unconsolidated investments, and decreased principal payments of $2.0 million. These increases were partially offset by increases in project expenses of approximately $11.4 million and operating expenses of $1.6 million primarily from projects which were acquired or completed construction during 2015, and increased distributions to noncontrolling interests of $2.9 million.
Cash available for distribution was $92.4 million for the full year 2015 compared to $62.1 million in 2014. Based on dividends paid during 2015, Pattern Energy's dividend payout ratio was 98% of 2015 cash available for distribution. The $30.3 million increase in cash available for distribution was due to additional revenues of $63.1 million (excluding unrealized loss on energy derivative and amortization of PPAs) primarily from projects which commenced commercial operations or were acquired during 2014 and 2015. In addition, the Company received an increase of $26.3 million in cash distributions from its unconsolidated investments when compared to the same period in the prior year which was due to full year operation at each of South Kent and Grand in 2015 compared to partial year operation in 2014 and the acquisition of K2 in the second quarter of 2015. Cash available for distribution was also impacted by a $6.2 million cash distribution from the partial refund of a deposit associated with the Gulf Wind energy derivative. These increases were partially offset by increases in project expenses of $36.8 million, operating expenses of $9.1 million, interest expense of $10.2 million, primarily from projects which commenced commercial operations during 2014 and 2015. In addition, increases in cash available for distribution were offset by increased distributions to noncontrolling interests of $5.8 million and increased principal payments of $4.8 million.
Reconciliations of cash available for distribution to net cash provided by operating activities determined in accordance with GAAP for both the quarterly and annual periods are shown below.
2016 Financial Guidance
For 2016, Pattern Energy expects annual cash available for distribution in a range of $125 million to $145 million, representing an increase of 46% at the midpoint of the range, compared to cash available for distribution in 2015.(1)
Quarterly Dividend
On February 24, 2016, Pattern Energy declared an increased dividend for the first quarter 2016, payable on April 29, 2016, to holders of record on March 31, 2016 in the amount of $0.3810 per Class A common share, which represents $1.524 on an annualized basis. This is a 2.4% increase from the fourth quarter 2015 dividend of $0.3720.
Acquisition Pipeline
Pattern Energy has the Right of First Offer (ROFO) on a pipeline of acquisition opportunities from Pattern Development.
On October 20, 2015, Pattern Development entered into a 25-year PPA with the Sacramento Municipal Utility District in connection with a 220 MW gross capacity wind power project, referred to as "Grady", based in Curry County, New Mexico, that was previously added to the identified ROFO list as part of the California/New Mexico project. Upon completion, the 220 MW project will deliver wind power directly into California.
(1) The forward looking measure of cash available for distribution for 2016 is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort. A description of the adjustments to determine CAFD can be found within Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations-Key Metrics, of Pattern Energy's 2015 Annual Report on Form 10-K.
The identified ROFO list stands at 1,298 MW of total owned capacity. Since its IPO, Pattern Energy has purchased 832 MW from Pattern Development and in aggregate grown the identified ROFO list from 746 MW to a total of 2,130 MW. The table below sets forth the current list of identified ROFO projects:
|
Asset |
Location |
Owned MW |
Status | |||
|
Armow |
Ontario |
90 |
Operational | |||
|
Meikle |
British Columbia |
180 |
In construction | |||
|
Conejo Solar |
Chile |
84 |
In construction | |||
|
Belle River |
Ontario |
50 |
Securing final permits | |||
|
Henvey Inlet |
Ontario |
150 |
Late stage development | |||
|
Mont Sainte-Marguerite |
Québec |
147 |
Late stage development | |||
|
North Kent |
Ontario |
43 |
Late stage development | |||
|
Broadview projects |
New Mexico |
259 |
Late stage development | |||
|
Grady |
New Mexico |
176 |
Late stage development | |||
|
Tsugaru |
Japan |
63 |
Late stage development | |||
|
Ohorayama |
Japan |
31 |
Late stage development | |||
|
Kanagi Solar |
Japan |
6 |
In construction | |||
|
Futtsu Solar |
Japan |
19 |
Operational | |||
|
Total |
1,298 |
The list of identified ROFO projects represents a portion of Pattern Development's 5,900 MW pipeline of development projects, all of which are subject to Pattern Energy's ROFO. The 5,900 MW includes Pattern Development's interests in both its majority stake in Tokyo-based GPI and its joint venture with CEMEX Energia in Mexico. GPI has up to 1,000 MW of near and longer term wind and solar projects in development. The joint venture between Pattern Development and CEMEX Energia has a goal of developing 1,000 MW of wind and solar generation in Mexico over the next five years where recent reforms set a mandate of 35% of generation to come from clean resources by 2024.
Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations
The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net loss to adjusted EBITDA, respectively, for the periods presented (in thousands):
|
Three Months Ended December 31, |
For the Year Ended December 31, | ||||||||||||||
|
2015 |
2014 |
2015 |
2014 | ||||||||||||
|
Net cash provided by operating activities |
$ |
34,567 |
$ |
26,548 |
$ |
117,849 |
$ |
110,448 |
|||||||
|
Changes in operating assets and liabilities |
(451) |
(1,282) |
(6,880) |
(9,002) |
|||||||||||
|
Network upgrade reimbursement |
618 |
— |
2,472 |
2,472 |
|||||||||||
|
Release of restricted cash to fund project and general and |
110 |
13 |
1,611 |
223 |
|||||||||||
|
Operations and maintenance capital expenditures |
(485) |
(133) |
(779) |
(267) |
|||||||||||
|
Transaction costs for acquisitions |
(228) |
602 |
1,598 |
1,730 |
|||||||||||
|
Distributions from unconsolidated investments |
10,722 |
3,187 |
34,216 |
7,891 |
|||||||||||
|
Reduction of other asset - Gulf Wind energy derivative deposit |
850 |
— |
6,205 |
— |
|||||||||||
|
Other |
(368) |
— |
(1,921) |
— |
|||||||||||
|
Less: |
— |
||||||||||||||
|
Distributions to noncontrolling interests |
(3,500) |
(630) |
(7,882) |
(2,100) |
|||||||||||
|
Principal payments paid from operating cash flows |
(8,984) |
(11,001) |
(54,041) |
(49,246) |
|||||||||||
|
Cash available for distribution |
$ |
32,851 |
$ |
17,304 |
$ |
92,448 |
$ |
62,149 |
|||||||
|
Three Months Ended December 31, |
For the Year Ended December 31, | ||||||||||||||
|
2015 |
2014 |
2015 |
2014 | ||||||||||||
|
Net (loss) income |
$ |
(3,873) |
$ |
(15,986) |
$ |
(55,607) |
$ |
(39,999) |
|||||||
|
Plus: |
|||||||||||||||
|
Interest expense, net of interest income |
18,886 |
19,044 |
75,309 |
66,729 |
|||||||||||
|
Tax provision |
4,267 |
4,641 |
4,943 |
3,136 |
|||||||||||
|
Depreciation, amortization and accretion |
40,469 |
31,941 |
143,376 |
104,417 |
|||||||||||
|
Amortization of purchase power agreements, net (1) |
771 |
— |
1,946 |
— |
|||||||||||
|
EBITDA |
$ |
60,520 |
$ |
39,640 |
$ |
169,967 |
$ |
134,283 |
|||||||
|
Unrealized loss on energy derivative (1) |
2,391 |
(7,265) |
791 |
3,878 |
|||||||||||
|
Loss (gain) on undesignated derivatives, net |
1,908 |
6,062 |
5,490 |
15,743 |
|||||||||||
|
Realized loss on designated derivatives |
— |
— |
11,221 |
— |
|||||||||||
|
Early extinguishment of debt |
828 |
— |
4,941 |
— |
|||||||||||
|
Net (loss) gain on transactions |
737 |
626 |
3,400 |
(13,843) |
|||||||||||
|
Plus, proportionate share from equity accounted investments: |
|||||||||||||||
|
Interest expense, net of interest income |
6,452 |
4,884 |
23,537 |
14,081 |
|||||||||||
|
Tax provision (benefit) |
— |
— |
— |
102 |
|||||||||||
|
Depreciation, amortization and accretion |
6,434 |
4,697 |
22,680 |
13,720 |
|||||||||||
|
Loss (gain) on undesignated derivatives, net |
(1,017) |
9,080 |
8,514 |
30,148 |
|||||||||||
|
Adjusted EBITDA |
$ |
78,253 |
$ |
57,724 |
$ |
250,541 |
$ |
198,112 |
|||||||
|
(1) Amount is included in electricity sales on the consolidated statements of operations. |
Conference Call and Webcast
Pattern Energy will host a conference call and webcast, complete with slide presentation, to discuss these results at 10:30 a.m. Eastern Time on Monday, February 29, 2016. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 49568100. The replay recording will be available until 11:59 p.m. Eastern Time, March 14, 2016.
A live webcast of the conference call and the accompanying slide presentation will be also available on the events page in the investor section of Pattern's website at www.patternenergy.com. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 16 operating wind power facilities with a total owned interest of 2,282 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to grow our CAFD and to achieve the 2016 CAFD estimate, the ability of our portfolio to continue to grow our CAFD in 2016 and the coming years, the ability to not require new capital to be raised for existing business, the ability to continue to grow the list of ROFO assets in 2016, the ability to complete the Grady project and the Broadview projects, and the ability of the joint venture between Pattern Development and CEMEX Energia to achieve its five-year development goal. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.
Contacts:
|
Media Relations Matt Dallas 917-363-1333 matt.dallas@patternenergy.com |
Investor Relations Ross Marshall 416-526-1563 ross.marshall@loderockadvisors.com |
|
Pattern Energy Group Inc. | |||||||
|
Consolidated Balance Sheets | |||||||
|
(In thousands of U.S. Dollars, except share data) | |||||||
|
December 31, | |||||||
|
2015 |
2014 | ||||||
|
Assets |
|||||||
|
Current assets: |
|||||||
|
Cash and cash equivalents |
$ |
94,808 |
$ |
101,656 |
|||
|
Restricted cash |
14,609 |
7,945 |
|||||
|
Trade receivables |
45,292 |
35,759 |
|||||
|
Related party receivable |
734 |
671 |
|||||
|
Reimbursable interconnection costs |
38 |
2,532 |
|||||
|
Derivative assets, current |
24,338 |
18,506 |
|||||
|
Current net deferred tax assets |
— |
318 |
|||||
|
Prepaid expenses |
14,498 |
15,275 |
|||||
|
Other current assets |
6,891 |
12,679 |
|||||
|
Deferred financing costs, current, net of accumulated amortization of $5,192 and $3,493 |
2,121 |
1,747 |
|||||
|
Total current assets |
203,329 |
197,088 |
|||||
|
Restricted cash |
36,875 |
39,745 |
|||||
|
Turbine advances |
— |
79,637 |
|||||
|
Construction in progress |
— |
26,195 |
|||||
|
Property, plant and equipment, net of accumulated depreciation of $409,161 and $278,291as |
3,294,620 |
2,350,856 |
|||||
|
Unconsolidated investments |
116,473 |
29,079 |
|||||
|
Derivative assets |
44,014 |
49,369 |
|||||
|
Deferred financing costs |
4,572 |
5,166 |
|||||
|
Net deferred tax assets |
6,804 |
5,474 |
|||||
|
Finite-lived intangible assets, net of accumulated amortization of $4,357 and $154 as of |
97,722 |
1,257 |
|||||
|
Other assets |
25,183 |
11,421 |
|||||
|
Total assets |
$ |
3,829,592 |
$ |
2,795,287 |
|||
|
Liabilities and equity |
|||||||
|
Current liabilities: |
|||||||
|
Accounts payable and other accrued liabilities |
$ |
42,776 |
$ |
24,793 |
|||
|
Accrued construction costs |
23,565 |
20,132 |
|||||
|
Related party payable |
1,646 |
5,757 |
|||||
|
Accrued interest |
9,035 |
3,634 |
|||||
|
Dividends payable |
28,022 |
15,734 |
|||||
|
Derivative liabilities, current |
14,343 |
16,307 |
|||||
|
Revolving credit facility |
355,000 |
50,000 |
|||||
|
Current portion of long-term debt, net of financing costs of $3,671 and $11,868 as of |
44,144 |
109,693 |
|||||
|
Current net deferred tax liabilities |
— |
149 |
|||||
|
Other current liabilities |
2,156 |
4,000 |
|||||
|
Total current liabilities |
520,687 |
250,199 |
|||||
|
Long-term debt, net of financing costs of $22,632 and $24,887 as of December 31, 2015 and |
1,174,380 |
1,304,165 |
|||||
|
Convertible senior notes, net of financing costs of $5,014 and $0 as of December 31, 2015 and 2014, respectively |
197,362 |
— |
|||||
|
Derivative liabilities |
28,659 |
17,467 |
|||||
|
Net deferred tax liabilities |
22,183 |
20,418 |
|||||
|
Finite-lived intangible liability, net of accumulated amortization of $2,168 and $0 as of December 31, 2015 |
58,132 |
— |
|||||
|
Other long-term liabilities |
52,427 |
38,304 |
|||||
|
Total liabilities |
2,053,830 |
1,630,553 |
|||||
|
Commitments and contingencies (Note 18) |
|||||||
|
Equity: |
|||||||
|
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; |
747 |
621 |
|||||
|
Additional paid-in capital |
982,814 |
723,938 |
|||||
|
Accumulated loss |
(77,159) |
(44,626) |
|||||
|
Accumulated other comprehensive loss |
(73,325) |
(45,068) |
|||||
|
Treasury stock, at cost; 65,301 and 25,465 shares of Class A common stock as of |
(1,577) |
(717) |
|||||
|
Total equity before noncontrolling interest |
831,500 |
634,148 |
|||||
|
Noncontrolling interest |
944,262 |
530,586 |
|||||
|
Total equity |
1,775,762 |
1,164,734 |
|||||
|
Total liabilities and equity |
$ |
3,829,592 |
$ |
2,795,287 |
|||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Consolidated Statements of Operations | |||||||||||||||
|
(In thousands of U.S. dollars, except per share data) | |||||||||||||||
|
Three Months Ended December 31, |
For the Year Ended December 31, | ||||||||||||||
|
2015 |
2014 |
2015 |
2014 | ||||||||||||
|
Revenue: |
|||||||||||||||
|
Electricity sales |
$ |
89,023 |
$ |
72,328 |
$ |
324,275 |
$ |
254,669 |
|||||||
|
Related party revenue |
1,010 |
987 |
3,640 |
3,317 |
|||||||||||
|
Other revenue |
564 |
6,103 |
1,916 |
7,507 |
|||||||||||
|
Total revenue |
90,597 |
79,418 |
329,831 |
265,493 |
|||||||||||
|
Cost of revenue: |
|||||||||||||||
|
Project expense |
32,544 |
21,166 |
114,619 |
77,775 |
|||||||||||
|
Depreciation, amortization and accretion |
41,379 |
31,941 |
143,376 |
104,417 |
|||||||||||
|
Total cost of revenue |
73,923 |
53,107 |
257,995 |
182,192 |
|||||||||||
|
Gross profit |
16,674 |
26,311 |
71,836 |
83,301 |
|||||||||||
|
Operating expenses: |
|||||||||||||||
|
General and administrative |
7,498 |
6,570 |
29,807 |
22,533 |
|||||||||||
|
Related party general and administrative |
2,273 |
1,632 |
7,589 |
5,787 |
|||||||||||
|
Total operating expenses |
9,771 |
8,202 |
37,396 |
28,320 |
|||||||||||
|
Operating income |
6,903 |
18,109 |
34,440 |
54,981 |
|||||||||||
|
Other (expense) income: |
|||||||||||||||
|
Interest expense |
(19,374) |
(19,267) |
(77,907) |
(67,694) |
|||||||||||
|
(Loss) gain on undesignated derivatives, net |
(1,908) |
(6,062) |
(5,490) |
(15,743) |
|||||||||||
|
Realized loss on designated derivatives |
— |
— |
(11,221) |
— |
|||||||||||
|
Equity in earnings (losses) in unconsolidated investments |
15,351 |
(4,057) |
16,119 |
(25,295) |
|||||||||||
|
Related party income |
636 |
876 |
2,665 |
2,612 |
|||||||||||
|
Early extinguishment of debt |
(828) |
— |
(4,941) |
— |
|||||||||||
|
Net (loss) gain on transactions |
(737) |
(626) |
(3,400) |
13,843 |
|||||||||||
|
Other (expense) income, net |
351 |
(318) |
(929) |
433 |
|||||||||||
|
Total other expense |
(6,509) |
(29,454) |
(85,104) |
(91,844) |
|||||||||||
|
Net (loss) income before income tax |
394 |
(11,345) |
(50,664) |
(36,863) |
|||||||||||
|
Tax provision |
4,267 |
4,641 |
4,943 |
3,136 |
|||||||||||
|
Net (loss) income |
(3,873) |
(15,986) |
(55,607) |
(39,999) |
|||||||||||
|
Net (loss) income attributable to noncontrolling interest |
(6,327) |
4,406 |
(23,074) |
(8,709) |
|||||||||||
|
Net (loss) income attributable to Pattern Energy |
$ |
2,454 |
$ |
(20,392) |
$ |
(32,533) |
$ |
(31,290) |
|||||||
|
Loss per share information: |
|||||||||||||||
|
Net (loss) income attributable to Pattern Energy |
2,454 |
(20,392) |
(32,533) |
(31,290) |
|||||||||||
|
Dividends declared on Class A common shares |
(27,768) |
(15,581) |
(102,861) |
(56,976) |
|||||||||||
|
Deemed dividends on Class B common shares |
— |
(7,222) |
— |
(21,901) |
|||||||||||
|
Earnings allocated to participating securities |
(8) |
— |
(32) |
— |
|||||||||||
|
Undistributed loss attributable to common stockholders |
$ |
(25,322) |
$ |
(43,195) |
$ |
(135,426) |
$ |
(110,167) |
|||||||
|
Weighted average number of shares: |
|||||||||||||||
|
Class A common stock - Basic and diluted |
74,398,729 |
46,335,288 |
70,535,568 |
42,361,959 |
|||||||||||
|
Class B common stock - Basic and diluted |
— |
15,555,000 |
— |
15,555,000 |
|||||||||||
|
Loss per share |
|||||||||||||||
|
Class A common stock: |
|||||||||||||||
|
Basic and diluted loss per share |
$ |
0.03 |
$ |
(0.36) |
$ |
(0.46) |
$ |
(0.56) |
|||||||
|
Class B common stock: |
|||||||||||||||
|
Basic and diluted loss per share |
$ |
— |
$ |
(0.23) |
$ |
— |
$ |
(0.49) |
|||||||
|
Dividends declared per Class A common share |
$ |
0.37 |
$ |
0.34 |
$ |
1.43 |
$ |
1.30 |
|||||||
|
Deemed dividends per Class B common share |
$ |
— |
$ |
0.46 |
$ |
— |
$ |
1.41 |
|||||||
|
Pattern Energy Group Inc. | |||||||||||||||
|
Consolidated Statements of Cash Flows | |||||||||||||||
|
(In thousands of U.S. dollars) | |||||||||||||||
|
Three Months Ended December 31, |
For the Year Ended December 31, | ||||||||||||||
|
2015 |
2014 |
2015 |
2014 | ||||||||||||
|
Operating activities |
|||||||||||||||
|
Net loss |
$ |
(3,873) |
$ |
(15,986) |
$ |
(55,607) |
$ |
(39,999) |
|||||||
|
Adjustments to reconcile net loss to net cash provided by |
|||||||||||||||
|
Depreciation, amortization and accretion |
41,268 |
31,941 |
143,376 |
104,417 |
|||||||||||
|
Impairment loss |
— |
— |
398 |
— |
|||||||||||
|
Amortization of financing costs |
1,854 |
2,063 |
7,435 |
6,309 |
|||||||||||
|
Loss (gain) on derivatives, net |
1,426 |
(2,196) |
2,219 |
15,546 |
|||||||||||
|
Stock-based compensation |
1,228 |
977 |
4,462 |
4,105 |
|||||||||||
|
Net gain on transactions |
— |
— |
— |
(16,526) |
|||||||||||
|
Deferred taxes |
4,154 |
4,453 |
4,494 |
2,948 |
|||||||||||
|
Equity in (earnings) losses in unconsolidated investments |
(15,367) |
4,057 |
(16,180) |
25,295 |
|||||||||||
|
Unrealized loss on exchange rate changes |
— |
— |
823 |
— |
|||||||||||
|
Amortization of power purchase agreements, net |
771 |
— |
1,946 |
— |
|||||||||||
|
Amortization of debt discount/premium, net |
862 |
— |
1,660 |
— |
|||||||||||
|
Realized loss on designated derivatives |
1,029 |
— |
11,221 |
— |
|||||||||||
|
Early extinguishment of debt |
764 |
— |
4,722 |
— |
|||||||||||
|
Changes in operating assets and liabilities: |
|||||||||||||||
|
Trade receivables |
(7,911) |
(3,000) |
(2,254) |
(8,255) |
|||||||||||
|
Prepaid expenses |
(2,722) |
(1,401) |
1,272 |
(4,100) |
|||||||||||
|
Other current assets |
3,654 |
1,178 |
(2,929) |
17,016 |
|||||||||||
|
Other assets (non-current) |
(314) |
(146) |
(2,336) |
(649) |
|||||||||||
|
Accounts payable and other accrued liabilities |
536 |
2,025 |
4,716 |
3,667 |
|||||||||||
|
Related party receivable/payable |
205 |
75 |
711 |
(942) |
|||||||||||
|
Accrued interest payable |
2,519 |
2,294 |
4,489 |
1,377 |
|||||||||||
|
Contingent liabilities |
(249) |
— |
515 |
— |
|||||||||||
|
Long-term liabilities |
2,613 |
214 |
2,696 |
239 |
|||||||||||
|
Increase in restricted cash |
— |
— |
(2,120) |
— |
|||||||||||
|
Decrease in restricted cash |
2,120 |
— |
2,120 |
— |
|||||||||||
|
Net cash provided by operating activities |
34,567 |
26,548 |
117,849 |
110,448 |
|||||||||||
|
Investing activities |
|||||||||||||||
|
Cash paid for acquisitions, net of cash acquired |
$ |
(27,508) |
$ |
(138,999) |
$ |
(433,792) |
$ |
(306,584) |
|||||||
|
Decrease in restricted cash |
20,763 |
22,839 |
62,583 |
46,700 |
|||||||||||
|
Increase in restricted cash |
(23,442) |
(30,384) |
(57,332) |
(40,790) |
|||||||||||
|
Capital expenditures |
(64,504) |
(100,891) |
(380,458) |
(119,506) |
|||||||||||
|
Distribution from unconsolidated investments |
14,746 |
4,915 |
38,240 |
22,019 |
|||||||||||
|
Contribution to unconsolidated investments |
(3) |
(331) |
(3) |
(2,651) |
|||||||||||
|
Reimbursable interconnection receivable |
625 |
2,474 |
2,494 |
3,892 |
|||||||||||
|
Other assets |
284 |
15,068 |
3,065 |
17,540 |
|||||||||||
|
Net cash (used in) provided by investing activities |
(79,039) |
(225,309) |
(765,203) |
(379,380) |
|||||||||||
|
Financing activities |
|||||||||||||||
|
Proceeds from public offering, net of issuance costs |
$ |
(390) |
$ |
(77) |
$ |
317,432 |
$ |
286,757 |
|||||||
|
Proceeds from issuance of convertible senior notes, net of |
(628) |
— |
218,929 |
— |
|||||||||||
|
Proceeds from exercise of stock options |
— |
54 |
— |
327 |
|||||||||||
|
Repurchase of shares for employee tax withholding |
(529) |
(313) |
(860) |
(693) |
|||||||||||
|
Dividends paid |
(27,127) |
(15,240) |
(90,582) |
(52,344) |
|||||||||||
|
Payment for deferred equity issuance costs |
1,940 |
(550) |
— |
(550) |
|||||||||||
|
Buyout of noncontrolling interests |
— |
— |
(121,224) |
— |
|||||||||||
|
Capital contributions - noncontrolling interest |
142,979 |
198,255 |
336,043 |
200,805 |
|||||||||||
|
Capital distributions - noncontrolling interest |
(3,500) |
(630) |
(7,882) |
(2,100) |
|||||||||||
|
Decrease in restricted cash |
14,789 |
6,119 |
56,218 |
19,627 |
|||||||||||
|
Increase in restricted cash |
(13,408) |
(4,395) |
(54,592) |
(17,903) |
|||||||||||
|
Refund of deposit for letters of credit |
— |
(3,422) |
3,425 |
(3,422) |
|||||||||||
|
Payment for deferred financing costs |
(5,222) |
(11,253) |
(13,667) |
(11,856) |
|||||||||||
|
Proceeds from revolving credit facility |
110,000 |
50,000 |
405,000 |
50,000 |
|||||||||||
|
Repayment of revolving credit facility |
— |
— |
(100,000) |
— |
|||||||||||
|
Proceeds from construction loans |
34,568 |
58,691 |
329,070 |
59,778 |
|||||||||||
|
Proceeds from long-term debt |
164,973 |
— |
164,973 |
— |
|||||||||||
|
Repayment of long-term debt |
(380,887) |
(206,352) |
(785,923) |
(259,437) |
|||||||||||
|
Payment for interest rate derivatives |
— |
— |
(11,061) |
— |
|||||||||||
|
Net cash provided by financing activities |
37,558 |
70,887 |
645,299 |
268,989 |
|||||||||||
|
Effect of exchange rate changes on cash and cash equivalents |
(1,474) |
(1,128) |
(4,793) |
(1,970) |
|||||||||||
|
Net change in cash and cash equivalents |
(8,388) |
(129,002) |
(6,848) |
(1,913) |
|||||||||||
|
Cash and cash equivalents at beginning of period |
103,196 |
230,658 |
101,656 |
103,569 |
|||||||||||
|
Cash and cash equivalents at end of period |
$ |
94,808 |
$ |
101,656 |
$ |
94,808 |
$ |
101,656 |
|||||||
|
Supplemental disclosures |
|||||||||||||||
|
Cash payments for income taxes |
$ |
342 |
$ |
131 |
$ |
342 |
$ |
131 |
|||||||
|
Cash payments for interest expense, net of capitalized interest |
24,366 |
14,012 |
62,607 |
53,776 |
|||||||||||
|
Acquired property, plant and equipment from acquisitions |
2,122 |
338,622 |
581,834 |
1,013,365 |
|||||||||||
|
Equity issuance costs paid in prior period related to current |
(866) |
— |
(433) |
— |
|||||||||||
|
Schedule of non-cash activities |
|||||||||||||||
|
Change in fair value of designated interest rate swaps |
$ |
8,700 |
$ |
(10,604) |
$ |
13,210 |
$ |
(22,847) |
|||||||
|
Change in property, plant and equipment |
(5,049) |
(23,333) |
15,695 |
(47,908) |
|||||||||||
|
Non-cash deemed dividends on Class B convertible common stock |
— |
7,222 |
— |
21,901 |
|||||||||||
|
Non-cash increase in additional paid-in capital from buyout |
— |
— |
16,715 |
— |
|||||||||||
|
Amortization of deferred financing costs—included as |
— |
343 |
— |
343 |
|||||||||||
|
Assumption of contingent liability upon acquisition of Logan's Gap |
— |
(4,000) |
— |
(4,000) |
|||||||||||
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
2/29/2016Pattern Energy to Host 2015 Fourth Quarter and Year End Results Conference Call
Source: PR Newswire
SAN FRANCISCO, Feb. 16, 2016 /PRNewswire/ -- Pattern Energy Group Inc. (Nasdaq: PEGI) (TSX: PEG), today announced that it will release its fourth quarter and year end 2015 financial results on Monday, February 29, 2016, prior to market open. The Company will subsequently hold a conference call that same day, Monday, February 29, 2016, at 10:30 am Eastern Time hosted by Mr. Michael Garland, President and Chief Executive Officer, and Mr. Michael Lyon, Chief Financial Officer. A question and answer session will follow the corporate update.
|
Conference Call Details | |
|
DATE: |
Monday, February 29, 2016 |
|
TIME: |
10:30 am ET |
|
DIAL-IN NUMBER: |
(888) 231-8191 or (647) 427-7450 |
|
TAPED REPLAY: |
(855) 859-2056 or (416) 849-0833 |
|
REFERENCE NUMBER: |
49568100 |
A link to the live audio webcast of the conference call will also be available on the events page of the investors section of Pattern Energy's website at www.patternenergy.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast. An archived webcast will be available for one year.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 16 wind power facilities with a total owned interest of 2,282 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
|
Contacts: | |
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Ross Marshall 416-526-1563 |
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
2/16/2016Pattern Energy Completes 150 MW Amazon Wind Farm in Indiana
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
Grows portfolio to 16 operational wind facilities with a total owned capacity of 2,282 MW
SAN FRANCISCO, Jan. 19, 2016 /PRNewswire/ -- Growing its operational capacity, Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) ("Pattern Energy") today announced that construction has been completed for the 150 megawatt (MW) Amazon Wind Farm Fowler Ridge in Benton County, Indiana and the wind farm is now fully operational. The facility will sell 100% of the electricity produced to Amazon Web Services (AWS), which will supply the electricity to the electric grids that service its datacenters.
Highlights
"It's a privilege to team with AWS on the Amazon Wind Farm Fowler Ridge, demonstrating the strong and growing appetite for wind power from the country's leading corporations," said Mike Garland, President and CEO of Pattern Energy. "This facility was completed on schedule and we are beginning 2016 with all 16 of our wind power facilities fully operational. Since our IPO we have grown the portfolio by 119%, underscoring the value of our strategic relationship with Pattern Development and our ability to execute attractive third-party acquisitions. Our strong platform of fully-contracted power facilities, combined with our identified ROFO acquisitions pipeline totaling 1,270 MW, puts Pattern Energy in an excellent position to continue growing its fleet and quarterly dividend."
"AWS has a long-term commitment to achieve 100% renewable energy usage for our global infrastructure footprint, and we continue to make progress towards this goal," said Jerry Hunter, Vice President, Infrastructure at AWS. "We're very excited to announce with Pattern Energy that the Amazon Wind Farm Fowler Ridge is now live and producing electricity, bringing a new source of clean energy to the grids that power our datacenters."
The Amazon Wind Farm Fowler Ridge consists of 65 Siemens 2.3 MW wind turbines with 'Made in America' components. The turbine blades, nacelles, towers, and transformers were manufactured in the United States. The 150 MW facility will create enough clean energy to power 46,000 homes each year, according to average annual residential energy use data from the U.S. Energy Information Administration.
"Siemens is proud that workers at our factories in the Midwest produced the turbines for the Amazon Wind Farm Fowler Ridge, which continues an exciting trend of technology companies and major corporations turning to wind power for their energy needs. As wind becomes an increasingly important part of our nation's energy mix, we are pleased to partner once again with Pattern Energy to deliver sustainable and affordable wind energy," said Jacob Andersen, CEO Onshore Americas, Siemens Wind Power and Renewables Division.
An average of 175 workers were on site during construction, which was managed by Mortenson Construction, with up to 300 workers on site during peak construction activity. There are ten full-time permanent workers to operate and maintain the facility. The Amazon Wind Farm Fowler Ridge is expected to add an estimated $45 million over 25 years to the regional economy through property taxes, landowner royalties, and support for local causes.
Pattern Energy has an owned interest of 116 MW and institutional tax equity investors have acquired the balance. The facility is financed with all equity rather than project debt.
Pattern Energy acquired the Amazon Wind Farm Fowler Ridge from Pattern Energy Group LP (Pattern Development) in April 2015. Pattern Energy has rights of first offer to Pattern Development's entire project development pipeline, which totals more than 5,900 MW.
About Pattern Energy
Pattern Energy Group Inc. is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 16 wind power facilities with a total owned interest of 2,282 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability of Pattern Energy to continue growing its fleet and quarterly dividend, the number of homes to be powered by such wind facility, and the amount of property taxes, landowner royalties, and support for local causes such wind facility will add to the regional economy over 25 years. These forward-looking statements represent Pattern Energy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pattern Energy's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Pattern Energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Pattern Energy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Pattern Energy's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or Pattern Energy's actual results to differ materially from those contained in any forward-looking statement.
|
Contacts: |
|
|
Media Relations Matt Dallas 917-363-1333 |
Investor Relations Sarah Webster 415-283-4076 |
Photo - http://photos.prnewswire.com/prnh/20160118/323368
Logo - http://photos.prnewswire.com/prnh/20150421/199964LOGO
SOURCE Pattern Energy Group Inc.
Article Date
1/19/2016Projects & Assets
Direct Assets
Related Assets
Direct Projects
BroadView Wind Power Facility (subscriber access)Status: (subscriber access)
Pattern Gulf Wind Repowering (subscriber access)
Status: (subscriber access)
Related Projects
Clines Corners Wind Project (subscriber access)
Status: (subscriber access)
Parent Entities:
Pattern Energy Group LP
Duran Mesa Wind (subscriber access)
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Parent Entities:
Pattern Energy Group 2 LP
Henvey Inlet Wind Farm (subscriber access)
Status: (subscriber access)
Parent Entities:
Pattern Development
Nigig Power Corporation
Pattern Energy Group LP
Lanfine Wind (subscriber access)
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Parent Entities:
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Meikle Wind Project (subscriber access)
Status: (subscriber access)
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PSP Investments
Mesa Canyons Wind Farm (subscriber access)
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Parent Entities:
Pattern Energy Group 2 LP
Mont Sainte-Marguerite Wind Project (subscriber access)
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PSP Investments
Pattern Gulf Wind Repowering (subscriber access)
Status: (subscriber access)
Parent Entities:
Pattern Energy Group Inc.
Phoenix Solar Project (TX) (subscriber access)
Status: (subscriber access)
Parent Entities:
Pattern Energy Group LP
Southern Cross Transmission Project (subscriber access)
Status: (subscriber access)
Parent Entities:
Pattern Energy Group LP
Stillwater Big Sky Wind Farm (subscriber access)
Status: (subscriber access)
Parent Entities:
Pattern Development
Pattern Energy Group 2 LP
SunZia Wind Power Project (subscriber access)
Status: (subscriber access)
Parent Entities:
Pattern Energy Group LP
Western Spirit Transmission Line (subscriber access)
Status: (subscriber access)
Parent Entities:
Pattern Energy Group 2 LP
Western Spirit Wind Project (subscriber access)
Status: (subscriber access)
Parent Entities:
Pattern Energy Group LP
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