Q1 2016 Financial Results Conference Call...Q1 2016: $62.5 vs. Q1 2015: $58.6 7 Continuing...
Transcript of Q1 2016 Financial Results Conference Call...Q1 2016: $62.5 vs. Q1 2015: $58.6 7 Continuing...
CONFIDENTIAL
Q1 2016 Financial Results Conference Call
May 6, 2016
Cautionary Note Regarding Forward-looking Statements
2
To the extent any statements made in this presentation contain information that is not historical, these statements are forward-looking statements or forward-looking information, as applicable, within the meaning ofSection 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and under Canadian securities law (collectively “forward-looking statements”).
Forward-looking statements can generally be identified by the use of words such as “should,” “intend,” “may,” “expect,” “believe,” “anticipate,” “estimate,” “continue,” “plan,” “project,” “will,” “could,” “would,” “target,”“potential” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. AlthoughAtlantic Power Corporation (“AT”, “Atlantic Power” or the “Company”) believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties andshould not be read as guarantees of future performance or results, and undue reliance should not be placed on such statements. Please refer to the factors discussed under “Risk Factors” and “Forward-LookingInformation” in the Company’s periodic reports as filed with the Securities and Exchange Commission from time to time for a detailed discussion of the risks and uncertainties affecting the Company, including, withoutlimitation, the outcome or impact of the Company’s business plan, including the objective of enhancing the value of its existing assets through optimization investments and commercial activities, delevering its balancesheet to improve its cost of capital and ability to compete for new investments, and utilizing its core competencies to create proprietary investment opportunities, and the Company’s ability to raise additional capital forgrowth and/or debt reduction, and the outcome or impact on the Company’s business of any such actions. Although the forward-looking statements contained in this presentation are based upon what are believed tobe reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. These forward-looking statements are madeas of the date of this presentation and, except as expressly required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances. The Company’s ability toachieve its longer-term goals, including those described in this presentation, is based on significant assumptions relating to and including, among other things, the general conditions of the markets in which itoperates, revenues, internal and external growth opportunities, its ability to sell assets at favorable prices or at all and general financial market and interest rate conditions. The Company’s actual results may differ,possibly materially and adversely, from these goals.
Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP, and is therefore unlikely to be comparable to similar measures presented by othercompanies. Project Adjusted EBITDA is defined as project income (loss) plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in the fair value of derivativeinstruments. Management uses Project Adjusted EBITDA at the project level to provide comparative information about project performance and believes such information is helpful to investors. A reconciliation ofProject Adjusted EBITDA to project income (loss) is provided on slide 21. Investors are cautioned that the Company may calculate this measure in a manner that is different from other companies.
Cash Distributions from Projects, Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow are not measures recognized under GAAP and do not have standardized meanings prescribed by GAAP,and are therefore unlikely to be comparable to similar measures presented by other companies. Adjusted Cash Flows from Operating Activities is used to evaluate cash provided by operating activities without theeffects of changes in working capital balances, debt prepayment and redemption costs, acquisition and disposition expenses, litigation expenses, severance and restructuring charges, and cash provided by or used indiscontinued operations. The intent is to reflect normal operations and remove items that are not reflective of the long-term operations of the business. Adjusted Free Cash Flow is defined as Adjusted Cash Flow fromOperating Activities less project-level debt repayments and amortization of the term loan; capex; and distributions to noncontrolling interest, including preferred dividends.
A bridge of Project Adjusted EBITDA to Cash Distributions from Projects is provided on slide 22. Reconciliations of Adjusted Free Cash Flow and Adjusted Cash Flows from Operating Activities to Cash provided byoperating activities are provided on slide 32. Investors are cautioned that the Company may calculate these measures in a manner that is different from other companies
The Company has not reconciled non-GAAP financial measures relating to individual projects or the projects in discontinued operations to the directly comparable GAAP measures due to the difficulty in making therelevant adjustments on an individual project basis. The Company has not provided a reconciliation of forward-looking non-GAAP measures, because not all of the information necessary for a quantitativereconciliation is available to the Company without unreasonable efforts primarily as a result of the variability and difficulty in making accurate forecasts and projections.
All amounts in this presentation are in US$ and approximate unless otherwise stated.
Disclaimer – Non-GAAP Measures
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• CEO: Year-to-Date Highlights
• Q1 2016 Operations Review
• Q1 2016 Financial Results
• Refinancing Transaction
• Revised 2016 Guidance
• CEO: Wrap-Up
• Q&A
Agenda
2016 to Date: Significant Developments
4
• Operating and financial results for Q1 2016 in line with our expectations
• Repaid $27.5 million of debt and repurchased $18.8 million of convertible debentures
• Repurchased approximately 528,000 shares, or a total of approximately 575,000 since late December (average price of $1.87)
• Executed refinancing of our existing term loan and revolver
Upsizing of term loan to $700 million; allocated $112 million of net proceeds to redeem all of our 2017 convertible debentures
No remaining corporate maturities prior to June 2019
Extended maturity dates of term loan and revolver by two and three years, respectively
$105 million of remaining net proceeds available for general corporate purposes; targeting use of $65 million for repurchases of 2019 convertible debentures
Revolver is more flexible with respect to potential uses
• Resolved Quebec litigation without making payments; all pending shareholder litigation now dismissed
1.25
1.67
1.36
FY 2014 FY 2015 Q1 2016 653 700
350 343517 544
1,520 1,587
Q1 2015 Q1 2016 Q1 2015 Q1 2016 Q1 2015 Q1 2016 Q1 2015 Q1 2016
Q1 2016 Operational Performance: Strong water flows; waste heat slightly better than expected
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Weighted Average Availability
Q1 2016 Q1 2015
East U.S. 99.0% 97.9%
West U.S. 89.6% 97.2%
Canada 99.5% 96.8%
Total 96.6% 97.5%
Aggregate Power Generation Q1 2016 vs. Q1 2015 (thousands, Net MWh)
East U.S. West U.S. Canada Total
7.2%(2.0)%
5.2%
4.4%
Availability factor down slightly:
Generation up 4.4% year-on-year:
+ Increased dispatch at Frederickson as a result of stronger demand and lower fuel gas pricing
+ Curtis Palmer and Mamquam experienced higher water flows
Reduced dispatch at Manchief
Naval plants, due to lower availability Naval plants (scheduled outages; outage requested by SDG&E for NTC)
+ Mamquam and Piedmont (scheduled outages in 2015)
Safety: Total Recordable Incident Rate
(1) 2014 BLS data, generation companies
1.1Industry avg (1)
2016 Optimization and Capex Update
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• Optimization Projects Morris
o Boiler upgrade (Q2 2016) – $2Mo Upgrade of certain gas turbine components (2016-2017) – $1M (optimization
portion; total spend $4M) Curtis Palmer spillway upgrade (Q3 2016) – $0.5M
Other – $0.2M
• Repowering Investments Tunis – $1M for initial repowering outlays deferred to 2017 based on TCPL gas
transportation timeline Williams Lake – $6M for 2016 portion of new fuel shredder; however, timeline may shift
based on timing of air permit amendment and discussions with BC Hydro
• Other Morris – $3M GT upgrades (non-optimization) Various Other Projects – $1M
Total 2016 Capex: $14M, down from $16M to $19M previously
Project Adjusted EBITDA ($ millions)Q1 2016: $62.5 vs. Q1 2015: $58.6
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Continuing Operations
$58.6
Actual$62.5
Q1 2015 Q1 2016
$(1)
UnallocatedCorporateDecreased
development and related expenses
Naval StationMaintenance outage that
did not occur in prior period
$2
F/X impactsCdn/US
exchange rate $1.37 vs. $1.24
$(3)
Higher waterflows
Curtis Palmer and
Mamquam
$6
$(1)
KenilworthSofter PJM
pricing
Otherprojects, netIncreases at
Morris, Nipigon, Calstock;
Decreases at Selkirk,
Manchief
$1
Unaudited Q1 2016 Q1 2015 Change
Project Adjusted EBITDA $62.5 $58.6 $3.9
Adjustment for equity method projects (1) (9.9) (9.9) -
Corporate G&A expense (6.1) (9.4) 3.3
Cash interest payments (8.9) (11.4) 2.5
Cash taxes (0.9) (0.4) (0.5)
Other, including changes in working capital (7.3) (3.2) (4.1)
Cash provided by operating activities $29.4 $24.3 $5.1
Add back “Other, including changes in working capital” from above operating
7.3 3.2 4.1
Severance charges 0.1 2.9 (2.8)
Restructuring and other charges 0.5 0.9 (0.4)
Adjusted Cash Flows from Operating Activities (ACFFO) $37.3 $31.3 $6.0
Term loan facility repayments (2) (25.3) (21.3) (4.0)
Project-level debt repayments (2.2) (2.5) 0.3
Purchases of property, plant and equipment (0.7) (1.3) 0.6
Reimbursement of construction costs (3) 4.7 - 4.7
Dividends on preferred shares of a subsidiary company (2.0) (2.3) 0.3
Adjusted Free Cash Flow $11.8 $3.9 $7.9(1)
Represents difference between Project Adjusted EBITDA and cash distributions from equity method projects.(2) Includes 1% mandatory annual amortization and 50% excess cash flow repayments by APLP.
(3) For a customer-owned construction project at Morris received in the first quarter of 2016.
Note: Project Adjusted EBITDA, Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow are not recognized measures under GAAP and do not have any standardized meanings prescribed by GAAP; therefore, these measures may not be comparable to similar measures presented by other companies.
Cash Flow Metrics, Q1 2016 vs Q1 2015 – Continuing Operations Only ($ millions)
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Lower interest payments associated with redemption of 9.0% Notes
Higher ACFFO and cash reimbursement for customer-owned construction project, partially offset by higher term loan repayments
Lower severance expense
See bridge on Slide 7
Highlights of Refinancing Transaction
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• $700 million term loan at APLP Holdings, maturing April 2023 $448 million used to redeem existing APLP term loan (Feb. 2021 maturity) $112 million allocated to redemption of 2017 convertible debentures at par plus
accrued interest (May 13)
• Net proceeds to Company of $105 million after OID and fees Available for repurchases of debt and equity securities and growth investments Plan to allocate at least $65 million to repurchase 2019 convertible debentures
• Initial increase in leverage ratio to approximately 6.4x Projected decline to below 6.0x by year-end 2016 as a result of amortization and
planned debt repurchases Continued reduction expected over time through amortization
• $200 million revolving credit facility at APLP Holdings, maturing April 2021 Replaces $210 million revolver at APLP (Feb. 2018 maturity) Increased flexibility as compared with previous revolver
• Debt maturity profile considerably improved No remaining corporate maturities prior to June 2019 Term loan extended two years (to 2023) and revolver three years (to 2021)
Refinancing Transaction: Revolver
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New $200 million revolving credit facility increases financial flexibility and extends maturity date
Key Terms of New Revolver
Revolver capacity $200 million
Borrowing capacity Revolver capacity less LCs
Restricted cash reserve None
Interest rate L + 5.00%
Maturity date April 2021
Leverage ratio (Debt/EBITDA) 6.00x, stepping down to 4.25x (1)
Interest coverage ratio 2.75x, increasing to 4.00x (1)
• New five-year revolver; maturity extended to April 2021 from Feb. 2018
• Enhanced flexibility compared to previous revolver
Can be used for general corporate purposes including acquisitions
(1) See Slide 27 for further detail
Refinancing Transaction: Term Loan
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Amortizing Debt (2)
($795M)Bullet Maturities
($494M, or $384M following May 2016 redemption)
(1) Pro forma for the issuance of $700 million APLP Holdings 7-year amortizing term loan maturing in April 2023 and redemption of $110 million convertible debentures maturing in March and June 2017. (2) Includes amortization proportional to Company’s interest in equity-method project debt.
67% of the Company’s pro forma(1) debt is amortizing compared to 59% at year-end 2015
Sources and Uses of Funds ($M)
New senior secured term loan $700
Repay existing term loan (448)
Redeem 2017 convertible debentures (112)
Original Issue Discount (3%) (21)
Fees and expenses (14)
Net Proceeds to Company $105
• Maturity extended two years to April 2023 from Feb 2021
• Interest rate of L+500 as compared to the previous rate of L+375
• Mandatory prepayment based on the greater of 50% cash sweep or such other amount that is required to achieve declining targeted quarter-end debt balances
• > 80% of term loan is projected to be paid down by maturity through mandatory 1% annual amortization and targeted cash sweep
0
50
100
150
200
2016 2017 2018 2019 2020 2021 2022 Thereafter
Project-level debt APLP Holdings term loan
0
20
40
60
80
100
120
140
160
180
2016 2017 2018 2019 2020 Thereafter
Piedmont debt Convertible debentures Medium Term Notes (2036)
To be redeemed May 13, 2016
$65M planned repurchase(minimum)
Capital Summary at March 31, 2016 ($ millions)
(1) Assumes a portion of debt is subject to interest rate swap; amount and rate to be determined within 90 days of financial close; (2) Includes impact of interest rate swap; (3) Set on Feb. 29, 2016 for March 31, 2016 dividend payment. Will be reset quarterly based on sum of the Canadian Government 90-day Treasury Bill yield (using the three-month average result plus 4.18%). Note: C$ denominated debt was converted to US$ using US$ to C$ exchange rate of $1.2987.
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Atlantic Power Corporation
Actual Pro Forma
Maturity Amount Interest Rate Amount Interest Rate
Convertible Debentures (ATP.DB.A) 3/2017 $51.8 (C$67.2) 6.25% - -
Convertible Debentures (ATP.DB.B) 6/2017 $58.3 (C$75.8) 5.6% - -
Convertible Debentures (ATP.DB.U) 6/2019 $105.3 5.75% $105.3 5.75%
Convertible Debentures (ATP.DB.D) 12/2019 $62.3 (C$81.0) 6.0% $62.3 (C$81.0) 6.0%
APLP Holdings Limited Partnership
Actual Pro Forma
Revolving Credit Facility - - - 4/2021 $0 LIBOR + 5.00%
Term Loan - - - 4/2023 $700.0 6.25 - 6.50%(1)
Atlantic Power Limited Partnership
Actual Pro Forma
Maturity Amount Interest Rate Maturity Amount Interest Rate
Revolving Credit Facility 2/2018 $0 LIBOR + 3.75% - - -
Term Loan 2/2021 $447.9 4.91%(2) - - -
Medium-term Notes 6/2036 $161.7 (C$210) 5.95% 6/2036 $161.7 (C$210) 5.95%
Preferred shares (AZP.PR.A) N/A $123 (C$125) 4.85% N/A $123 (C$125) 4.85%
Preferred shares (AZP.PR.B) N/A $57 (C$58.5) 5.57% N/A $57 (C$58.5) 5.57%
Preferred shares (AZP.PR.C) N/A $41 (C$41.5) 4.64%(3) N/A $41 (C$41.5) 4.64%(3)
Atlantic Power Transmission & Atlantic Power Generation
Maturity Amount Interest
Project-level Debt (consolidated) Various $105.9 Various
Project-level Debt (equity method) Various $43.0 Various
Liquidity ($ millions)
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UnauditedDecember 31, 2015 March 31, 2016
Pro Forma (1)
March 31, 2016
Revolver capacity $210.0 $210.0 $200.0
Letters of credit outstanding (104.0) (96.3) (105.8)
Unused borrowing capacity 106.0 113.7 94.2
Unrestricted cash 72.4 64.3 169.3
Total Liquidity $178.4 $178.0 $263.5
(1) Pro forma for the April 2016 refinancing of the Company’s term loan and revolver, as follows:
• New revolver capacity of $200 million versus previous revolver $210 million
• Increased letters of credit associated with debt service reserve under new term loan
• Net cash proceeds after debt redemption and fees of approximately $105 million
Note: Table does not include restricted cash of $10.0 million at March 31, 2016 and $15.2 million at December 31, 2015.
• In Feb. 2016:
Received $6 million reimbursement for customer-owned construction project (2)
$10 million reduction in letters of credit following S&P credit rating upgrade
• In April 2016, completed a refinancing of term loan and revolving credit facilities; net cash proceeds $105 million
Pro forma for that transaction, the Company’s liquidity at March 31, 2016 was $263.5 million
(2) Includes $4.7 million included in investing cash flows and approximately $1 million included in Project Adjusted EBITDA
• Project Adjusted EBITDA of $200 to $220 million, unchanged
• Adjusted Cash Flows from Operating Activities:
Higher interest payments associated with the new term loan (larger size, higher rate)
+ Partially offset by interest cost savings following redemption of the 2017 convertible debentures
and other debt reduction
= Net impact $(15) million
• Adjusted Free Cash Flow (after $96 million of term loan and project-level principal
repayments)
Lower Adjusted Cash Flows from Operating Activities ($15 million)
Increased amortization associated with the new term loan ($25 million)
= Net impact $(40) million
2016 Guidance Metrics
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InitialFY 2016 Guidance (Provided 3/7/16)
RevisedFY 2016 Guidance (Provided 5/5/16)
Project Adjusted EBITDA $200 – $220 $200 – $220
Adjusted Cash Flows from Operating Activities (ACFFO) $110 – $130 $95 – $115
Adjusted Free Cash Flow (after $96 million principal repayments)
$20 – $40 $(20) – $0
Initial2016 Guidance
(Provided 3/7/16)
Revised2016 Guidance
(Provided 5/5/16)Project Adjusted EBITDA $200 - $220 $200 - $220
Adjustment for equity method projects (1) - (2)
Corporate G&A expense (25) (25)
Cash interest payments (61) (74)
Cash taxes (4) (4)
Changes in working capital and other - -
Cash provided by operating activities $110 - $130 $95 - $115
Add back:
Changes in working capital and other - -
Severance charges - -
Restructuring and other charges - -
Adjusted Cash Flows from Operating Activities (ACFFO) $110 - $130 $95 - $115
Maintenance and optimization capex (16) – (19) (14)
Reimbursement for customer-owned construction project (2) 5 5
Preferred dividends (9) (9)
Mandatory debt repayment:
Project-level debt amortization (11) (11)
Repayment of term loan (3) (57) – (60) (85)
Adjusted Free Cash Flow $20 – $40 $(20) – $0(1) Represents difference between Project Adjusted EBITDA and cash distributions from equity method projects.(2) Impact on Adjusted Free Cash Flow is only approximately $3 million, since reimbursement is subject to the APLP term loan sweep.(3) Includes 1% mandatory annual amortization and 50% excess cash flow repayments by APLP in Q1 2016; 1% mandatory annual amortization and targeted cash sweep repayments by APLP Holdings in remainder of 2016.
2016 Cash Flow Guidance ($ millions)
15
CEO: Recent Accomplishments
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“We are at an important turning point for Atlantic Power. We have made significant accomplishments in the past two years laying down a solid foundation upon which to grow.”
1. Changed executive management
2. Refreshed the board
3. Cut corporate overheads in half, a reduction of $27 million
4. Reduced debt by $879 million and interest expense by $65 million, prior to the impact of the term loan refinancing
5. Resolved all pending shareholder litigation without having to make any cash payments to the plaintiffs
6. Sold off one-quarter of our assets at a good price and used the proceeds to redeem our most expensive debt
7. Eliminated the common dividend to free up cash for debt reduction and investments in our fleet
8. Invested $22 million in discretionary capital upgrades of the fleet that are generating favorable returns
9. Brought in an EVP of Commercial Development with power and energy storage expertise
10. Closed four offices and consolidated the corporate staff into one office
11. Negotiated an accretive 11-year extension of our PPA at Morris, the first PPA extension in more than two years
12. Refinanced our term loan and corporate revolver, which resulted in increased liquidity and additional flexibility
13. Restarted our external growth efforts
14. Insiders have made significant equity purchases in the open market
CEO: Our Playbook
17
Defense
• Have significantly improved the balance sheet in terms of leverage ratios and maturity profile
• Expect to further delever by amortizing debt from strong operating cash flows and using a portion of our liquidity
• Given the current down cycle, focused on reducing debt, interest payments and overhead and extending debt maturities
• Allows us to be patient and disciplined on PPA renewals and asset sales
Offense
• Remain focused on growth in intrinsic value per share, not growth in absolute terms
• Opportunistically repurchase existing debt and equity securities, which carries more certain returns than those available in M&A markets
• Grow through internal investments in the fleet (optimization and PPA-related)
View on External Growth
• Given state of external markets vs. internal opportunities, preference is organic growth
• However, will opportunistically evaluate:
Undervalued assets too small for the average or larger-size M&A players
Capital-light early mover opportunities such as energy storage
Appendix
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• Financial Results, Q1 2016 v. Q1 2015 (Slide 19)
• Segment Results, Q1 2016 v. Q1 2015 (Slide 20)
• Project Income Reconciliation, Q1 2016 vs Q1 2015 (Slide 21)
• Project Cash Distributions, Q1 2016 vs Q1 2015 (Slide 22)
• Organizational Structure (Slide 23)
• Capitalization at March 31, 2016 (actual and pro forma) (Slide 24)
• Debt Schedule at March 31, 2016 (Slide 25)
• Progress on Debt Reduction (Slide 26)
• New Credit Facilities – Financial Covenants (Slide 27)
• Portfolio Diversity (Slide 28)
• PPA Length and Offtaker Credit Rating (Slide 29)
• G&A and Development Expenses (Slide 30)
• Net Operating Loss Carryforwards (Slide 31)
• Regulation G Disclosure (Slide 32)
Financial Results, Q1 2016 vs Q1 2015 ($ millions)
19
Three months ended March 31
2016 2015
Financial Results(1)
Project revenue $106.4 $111.3
Project income 28.7 21.5
Project Adjusted EBITDA 62.5 58.6
Cash Distributions from Projects 55.7 56.9
Cash provided by operating activities 29.4 35.1
Adjusted Cash Flows from Operating Activities 37.3 31.3
Adjusted Free Cash Flow 11.8 3.9
Operating Results (1)
Aggregate power generation (thousands of Net MWh) 1,587.0 1,520.0
Weighted average availability 96.6% 97.5%
Results of discontinued operations
Project Adjusted EBITDA $- $13.3
Cash Distributions from Projects - 7.3
Cash provided by operating activities - 10.8
(1) Canadian Hills, Meadow Creek, Goshen North, Idaho Wind and Rockland (the “Wind Projects”) were sold in June 2015 and are designated as discontinued operations for the
three months ended March 31, 2015. The results of discontinued operations are excluded from Project revenue, Project income, Project Adjusted EBITDA, Cash Distributions
from Projects, Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow as presented. The results for discontinued operations have also been excluded
from the aggregate power generation and weighted average availability statistics shown in this table. Under GAAP, the cash flows attributable to the Wind Projects are
included in cash provided by operating activities as shown on the Company’s Consolidated Statement of Cash Flows.
Note: Project Adjusted EBITDA, Cash Distributions from Projects, Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow are not recognized measures
under GAAP and do not have any standardized meaning prescribed by GAAP; therefore, these measures may not be comparable to similar measures presented by other
companies. Please refer to slides 21 and 32 for reconciliations of these non-GAAP measures to GAAP measures.
20
Segment Results, Q1 2016 vs Q1 2015 ($ millions)
Three months ended March 31
2016 2015
Project income (loss)
East U.S. $16.1 $10.9
West U.S. (2.4) 0.3
Canada 16.4 13.0
Un-allocated Corporate (1.4) (2.7)
Total 28.7 21.5
Project Adjusted EBITDA
East U.S. $30.3 $26.7
West U.S. 7.5 10.0
Canada 24.8 23.7
Un-allocated Corporate (0.1) (1.8)
Total 62.5 58.6
The results of the Wind Projects are included in discontinued operations and are excluded from Project income and Project Adjusted EBITDA.
Note: Project Adjusted EBITDA is not a recognized measure under GAAP and does not have any standardized meaning prescribed by GAAP; therefore, this measure
may not be comparable to similar measures presented by other companies. Please refer to slide 21 for a reconciliation of this non-GAAP measure to a GAAP measure.
The Company has not reconciled this non-GAAP financial measure relating to individual project segments to the directly comparable GAAP measure due to the difficulty
in making the relevant adjustments on a segment basis.
21
Project Income Reconciliation, Q1 2016 vs Q1 2015 ($ millions)
Three months ended March 31
2016 2015
Project Adjusted EBITDA by segment
East U.S. $30.3 $26.7
West U.S. 7.5 10.0
Canada 24.8 23.7
Un-allocated Corporate (0.1) (1.8)
Total $62.5 $58.6
Reconciliation to project income
Depreciation and amortization $29.9 $32.9
Interest expense, net 2.5 2.5
Change in the fair value of derivative instruments 1.2 1.7
Other (income) expense 0.2 -
Project income (loss) $28.7 $21.5
Notes: Excludes the Wind Projects, which comprise the entirety of the former Wind segment. The Wind Projects are designated as discontinued operations for the three months
ended March 31, 2015.
22
Cash Distributions from Projects, Q1 2016 vs Q1 2015 ($ millions)
Three months ended March 31, 2016
Project Adjusted
EBITDA
Repayment of long-
term debt
Interest expense,
net
Capital
expenditures
Other, including changes in
working capital
Cash Distributions
from Projects
Segment
East U.S.
Consolidated $19.4 ($0.6) ($1.9) $4.0 $3.2 $24.1
Equity method 10.9 (1.5) (0.6) (0.0) (3.5) 5.2
Total 30.3 (2.1) (2.5) 4.0 (0.3) 29.3
West U.S.
Consolidated 4.2 - - - 1.3 5.4
Equity method 3.3 - - (0.0) (0.6) 2.7
Total 7.5 - - (0.0) 0.6 8.1
Canada
Consolidated 24.8 - (0.0) (0.3) (6.3) 18.2
Equity method - - - - - -
Total 24.8 - (0.0) (0.3) (6.3) 18.2
Total consolidated 48.4 (0.6) (1.9) 3.7 (1.8) 47.8
Total equity method 14.2 (1.5) (0.6) (0.0) (4.2) 7.9
Un-allocated corporate (0.1) - - 0.3 (0.2) 0.0
Total $62.5 ($2.1) ($2.5) $4.0 ($6.1) $55.7
Three months ended March 31, 2015
Project Adjusted
EBITDA
Repayment of long-
term debt
Interest expense,
net
Capital
expenditures
Other, including changes in
working capital
Cash Distributions
from Projects
Segment
East U.S.
Consolidated $15.2 ($1.0) ($1.9) ($1.2) $5.2 $16.4
Equity method 11.5 (1.5) (0.7) (0.3) (0.4) 8.5
Total 26.7 (2.5) (2.5) (1.5) 4.7 24.9
West U.S.
Consolidated 6.6 - - - (2.4) 4.2
Equity method 3.4 - - (0.0) 0.7 4.0
Total 10.0 - - (0.0) (1.7) 8.2
Canada
Consolidated 23.7 - (0.0) (0.1) 0.1 23.7
Equity method - - - - - -
Total 23.7 - (0.0) (0.1) 0.1 23.8
Total consolidated 45.5 (1.0) (1.9) (1.3) 2.9 44.2
Total equity method 14.9 (1.5) (0.7) (0.4) 0.2 12.6
Un-allocated corporate (1.8) - - (0.0) 1.9 0.1
Total $58.6 ($2.5) ($2.5) ($1.7) $5.0 $56.9
Atlantic Power Corporation
Atlantic Power Transmission & Atlantic Power Generation
Project Location TypeEconomic
InterestNet MW
Contract Expiry
Cadillac Michigan Biomass 100% 40 12/2028
Chambers New Jersey Coal 40% 105 12/2024
Orlando Florida Nat. Gas 50% 65 12/2023
Piedmont (1) Georgia Biomass 100% 55 12/2032
Selkirk New York Nat. Gas 18.5% 61 Merchant
Koma Kulshan Washington Hydro 49.8% 6 12/2037
Atlantic Power Limited Partnership
Project Location TypeEconomic
InterestNet MW
Contract Expiry
Calstock Ontario Biomass 100% 35 6/2020
Kapuskasing Ontario Nat. Gas 100% 40 12/2017
Mamquam B.C. Hydro 100% 50 9/2027
Morseby Lake B.C. Hydro 100% 6 8/2022
Nipigon Ontario Nat. Gas 100% 40 12/2022
North Bay Ontario Nat. Gas 100% 40 12/2017
Tunis Ontario Nat. Gas 100% 40 11/2032 (2)
Williams Lake B.C. Biomass 100% 66 3/2018
Curtis Palmer New York Hydro 100% 60 12/2027
Kenilworth New Jersey Nat. Gas 100% 29 9/2018
Morris Illinois Nat. Gas 100% 177 12/2034
Frederickson Washington Nat. Gas 50% 125 8/2022
Manchief Colorado Nat. Gas 100% 300 10/2022
Naval Station California Nat. Gas 100% 47 12/2019
Naval Training California Nat. Gas 100% 25 12/2019
North Island California Nat. Gas 100% 40 12/2019
Oxnard California Nat. Gas 100% 49 5/2020
Organizational Structure
23
Canada
East U.S.
West U.S.
(1) Excluded from the APLP Holdings collateral package(2) Contract commences between Nov. 2017 and Jun. 2019
APLP Holdings Limited Partnership
Capitalization ($ millions)
24
December 31, 2015 March 31, 2016 Pro Forma March 31, 2016
Long-term debt, incl. current portion
APLP Medium-Term Notes (1) $152 $162 $162
Revolving credit facility - - -
Term Loan 473 448 700
Project-level debt (non-recourse) 108 106 106
Convertible debentures (2) 285 278 168
Total long-term debt, incl. current portion $1,018 70% $994 70% $1,136 72%
Preferred shares 221 15% 221 15% 221 14%
Common equity (3) 214 15% 217 15% 217 14%
Total shareholders equity 435 30% 438 30% 438 28%
Total capitalization $1,453 100% $1,432 100% $1,574 100%
(1) Period-over-period change due to F/X impacts(2) Period-over-period change due to F/X impacts, repurchases of convertible debentures under the NCIB of $18.8 million, and (pro forma March 2016) redemption of $110 million of 2017 convertible debentures(3) Common equity includes other comprehensive income and retained deficit
Note: Table is presented on a consolidated basis and excludes equity method projects
0
50
100
150
200
250
300
350
2016 2017 2018 2019 2020 2021 2022 Thereafter
Pro Forma (1) Debt Schedule at March 31, 2016 ($ millions)Includes Company’s share of debt at equity-owned projects
25
(1) Pro forma for the issuance of $700 million APLP Holdings 7-year amortizing term loan maturing in April 2023 and redemption of $110 million convertible debentures maturing in March and June 2017. (2) Includes proportional interest in debt at the Company’s equity method projects of $43.0 million and Piedmont bullet payment in 2018 of $54 million.Note: C$ denominated debt was converted to US$ using US$ to C$ exchange rate of $1.2984.
• Project-level non-recourse debt totaling $149 million that amortizes over the life of the project PPAs
• $700 million amortizing term loan (maturing in April 2023), which has 1% annual amortization and mandatory prepayment via the greater of a
50% sweep or such other amount that is required to achieve a specified targeted debt balance (combined annual average of ~ $82 million)
• $168 million of convertible debentures (maturing in June and December 2019)
• $162 million APLP Medium-term Notes due in 2036
Total $1,179 million
$96$112
$154
$242
$306
$116
APLP Holdings Term Loan
Project-level debt (2)
(US$mm)
APLP Medium-term NotesAPC Convertible Debentures
$168
$162
$92 $88
Unaudited Consolidated Total
December 31, 2013 $1,876
Refinancing, net (Q1 2014) 45
Repayment of convertible debenture (ATP.DB) at maturity
Amortization:
(41)
Term loan (152)
Project-level debt (42)
Discretionary debt repurchases:
9.0% Senior Unsecured Notes (9)
Convertible debentures (NCIB) (44)
Sale of Wind assets – consolidated project debt (249)
Redemption of 9.0% Senior Unsecured Notes (311)
Term loan refinancing, net (Q2 2016) 252
Redemption of 2017 convertible debentures (110)
F/X impact (unrealized gain) (79)
March 31, 2016 (pro forma) $1,136
Progress on Debt Reduction ($ millions)
26
• Consolidated debt has been reduced a total of $661 million since year end 2013
- Amortization of project-level debt and term loan: $194 million
- Discretionary debt repurchases: $53 million
- Debt associated with Wind assets (sold): $249 million
- Debt redemption: $421 million (9% Notes; 2017 convertible debentures)
- Net impact of 2016 term loan refinancing: $(252) million
- Excludes unrealized F/X gain: $79 million
• Project-level debt at equity-owned projects reduced by $78 million since year end 2013 (mostly for Wind)
• Total debt reduction of ~ $739 million ($661 consolidated + $78 equity method) (1)
• Expect continued reduction in debt resulting from:
- Additional debt repurchases (2019 convertible debentures)
- Amortization (term loan and project debt)
Since YE 2013, total reduction in debt of ~$739 million; Includes temporary increase in debt associated with term loan refinancing ($142 million)
(1) Excludes unrealized impact of foreign currency changes on the Company’s debt (positive $79 million at March 31, 2016).
New Credit Facilities – Financial Covenants
27
Fiscal Quarter
Leverage Ratio
Interest Coverage
Ratio
30-Jun-16 6.00:1.00 2.75:1.00
30-Sep-16 6.00:1.00 2.75:1.00
31-Dec-16 6.00:1.00 2.75:1.00
31-Mar-17 6.00:1.00 2.75:1.00
30-Jun-17 5.50:1.00 3.00:1.00
30-Sep-17 5.50:1.00 3.00:1.00
31-Dec-17 5.50:1.00 3.00:1.00
31-Mar-18 5.50:1.00 3.00:1.00
30-Jun-18 5.00:1.00 3.00:1.00
30-Sep-18 5.00:1.00 3.00:1.00
31-Dec-18 5.00:1.00 3.00:1.00
31-Mar-19 5.00:1.00 3.00:1.00
30-Jun-19 5.00:1.00 3.25:1.00
30-Sep-19 5.00:1.00 3.25:1.00
31-Dec-19 5.00:1.00 3.25:1.00
31-Mar-20 5.00:1.00 3.25:1.00
30-Jun-20 4.25:1.00 3.50:1.00
30-Sep-20 4.25:1.00 3.50:1.00
31-Dec-20 4.25:1.00 3.50:1.00
31-Mar-21 4.25:1.00 3.50:1.00
30-Jun-21 4.25:1.00 3.75:1.00
30-Sep-21 4.25:1.00 3.75:1.00
31-Dec-21 4.25:1.00 3.75:1.00
31-Mar-22 4.25:1.00 3.75:1.00
30-Jun-22 4.25:1.00 4.00:1.00
30-Sep-22 4.25:1.00 4.00:1.00
31-Dec-22 4.25:1.00 4.00:1.00
31-Mar-23 4.25:1.00 4.00:1.00
East U.S.
53%
West U.S.
15%
Canada
33%
Other
6%
Curtis Palmer
17%
Orlando
8%
Chambers
10%
Morris
9%Nipigon
9%
Williams Lake
8%
Frederickson
5%
Naval Station
0%
Piedmont
1%
Calstock
5%
North Island
1%
Cadillac
3%
Kapuskasing
6%
North Bay
7%
Manchief
5%
East U.S.
48%
West U.S.
12%
Canada
40%
No single project contributed more than 17% to Project Adjusted EBITDA for the three months ended March 31, 2016 (1)
28
Earnings and Cash Flow Diversification by Project
(1) Based on $62.5 million in Project Adjusted EBITDA for the three months ended March 31, 2016. Unallocated corporate segment is included in “Other” category for project percentage allocation and allocated equally among segments for the Q1 2016 Project Adjusted EBITDA by Segment. (2) Based on $55.7 million in Cash Distributions from Projects for the three months ended March 31, 2016.
Q1 2016 Cash Distributions from Projects by Segment (2)
Q1 2016 Project Adjusted EBITDA by Segment (1)
Capacity (MW) by Segment
East U.S.: 44%West U.S.: 22%Canada: 34%
(8 projects)
PPA Length (years) (1)
29
Majority of Cash Flows Covered by Contracts with More Than Five Years Remaining
Contracted projects have an average remaining PPA life of 7.3 years (1)
(1) Weighted by Q1 2016 Project Adjusted EBITDA
Pro Forma Offtaker Credit Rating (1)
71% of Project Adjusted EBITDA generated from PPAs that expire beyond the next five years
Merchant
1%
1 to 5
28%
6 to 10
46%
11 to 15
24%
15+
1%
A- to A+
42%
AA- to AA
29%
AAA
13%
BBB- to BBB+
15%
NR
1%
G&A and Development Expenses ($ millions)
30
2013Actual
2014 Actual
2015 Actual
2016 Guidance
Development (1) $7.2 $3.7 $1.1 $0
Project G&A and other 11.4 3.8 1.5 2
Corporate G&A 35.2 37.9 29.4 25
Total overhead $53.8 $45.4 $31.9 $27
2016 expected level represents a 50% reduction from 2013
(1) Includes approximately $3 million annual contractual obligation related to Ridgeline acquisition that terminated in the first quarter of 2015. For 2016 and beyond, all Development spend will be recorded in Corporate G&A.
Project G&A and other:- Operations & Asset Management- Environmental, Health & Safety- Ridgeline- Project Accounting
Corporate G&A:- Executive & Financial Management- Treasury, Tax, Legal, HR, IT, Commercial activities- Corporate Accounting- Office & administrative costs- Public company costs- One-time costs (mostly severance)
Includes $6 severance in 2014; approximately $4 severance and $2 restructuring in 2015
Included in Project Adj. EBITDA
“Administration” expense on Income Statement; not included in Project Adj. EBITDA
Net Operating Loss Carryforwards (NOLs) ($ millions)
31
2027 $45.1
2028 92.0
2029 70.0
2030 25.8
2031 13.4
2032 25.7
2033 150.2
2034 166.7
Total $588.9
• NOLs represent approximately $200 million in potential future tax savings
• Although we expect these NOLs will be available to us as a future benefit:
− Some of the NOLs are subject to an annual limitation on their use.
− None of the NOLs contained in any standalone group, e.g. APG, APT and USGP in the U.S. and APC and APPEL in Canada, can be used against income or gains from any other group within the APC family of companies(1)
− Concurrent with closing the term loan refinancing, we implemented a tax restructure by moving APG and APT underneath USGP to form one consolidated tax group, which we believe will help us utilize NOLs more efficiently going forward.
As of December 31, 2015, we had NOLs scheduled to expire per the schedule below that we can utilize to offset future taxable income:
(1) APG = Atlantic Power Generation; APT = Atlantic Power Transmission; APC = Atlantic Power Corporation; APPEL = Atlantic Power Preferred Equity Ltd.
Regulation G DisclosuresProject Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP, and is therefore unlikely to be comparable to similar measures presented by othercompanies. Project Adjusted EBITDA is defined as project income (loss) plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in the fair value of derivative instruments.Management uses Project Adjusted EBITDA at the project level to provide comparative information about project performance and believes such information is helpful to investors. A reconciliation of Project Adjusted EBITDA toproject income (loss) is provided in the table below. Investors are cautioned that the Company may calculate this measure in a manner that is different from other companies.Cash Distributions from Projects, Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow are not measures recognized under GAAP and do not have standardized meanings prescribed by GAAP, and aretherefore unlikely to be comparable to similar measures presented by other companies. Adjusted Cash Flows from Operating Activities is used to evaluate cash provided by operating activities without the effects of changes inworking capital balances, debt prepayment and redemption costs, acquisition and disposition expenses, litigation expenses, severance and restructuring charges, and cash provided by or used in discontinued operations. Theintent is to reflect normal operations and remove items that are not reflective of the long-term operations of the business. Adjusted Free Cash Flow is defined as Adjusted Cash Flow from Operating Activities less project-leveldebt repayments and amortization of the term loan; capex; and distributions to noncontrolling interest, including preferred dividends.A bridge of Project Adjusted EBITDA to Cash Distributions from Projects is provided on Slide 22. Reconciliations of Adjusted Free Cash Flow and Adjusted Cash Flows from Operating Activities to cash provided by operatingactivities are provided in the table below. Investors are cautioned that the Company may calculate these measures in a manner that is different from other companies.
32
Three months ended Three months ended
March 31, 2016 March 31, 2015
UnauditedContinuing Operations
Discontinued Operations
TotalContinuing Operations
Discontinued Operations
Total
Project Adjusted EBITDA $62.5 $- $62.5 $58.6 $13.3 $71.9
Adjustment for equity method projects (1) (9.9) - (9.9) (9.9) (1.4) (11.3)
Corporate G&A expense (6.1) - (6.1) (9.4) - (9.4)
Cash interest payments (8.9) - (8.9) (11.4) (1.5) (12.9)
Cash taxes (0.9) - (0.9) (0.4) - (0.4)
Other, including changes in working capital (7.3) - (7.3) (3.2) 0.4 (2.8)
Cash provided by operating activities $29.4 $- $29.4 $24.3 $10.8 $35.1
Add back “Other, including changes in working capital” from aboveoperating
7.3 - 7.3 3.2 (0.4) 2.8
Severance charges 0.1 - 0.1 2.9 - 2.9
Restructuring and other charges 0.5 - 0.5 0.9 - 0.9
Adjusted Cash Flows from Operating Activities (ACFFO) $37.3 $- $37.3 $31.3 $10.4 $41.7
Term loan facility repayments (2) (25.3) - (25.3) (21.3) - (21.3)
Project-level debt repayments (2.2) - (2.2) (2.5) - (2.5)
Purchases of property, plant and equipment (0.7) - (0.7) (1.3) - (1.3)
Reimbursement of construction costs (3) 4.7 - 4.7 - - -
Distributions to noncontrolling interests (4) - - - - (2.7) (2.7)
Dividends on preferred shares of a subsidiary company (2.0) - (2.0) (2.3) - (2.3)
Adjusted Free Cash Flow $11.8 $- $11.8 $3.9 $7.7 $11.6
Additional GAAP cash flow measures:
Cash flows from investing activities 9.2 - 9.2 9.8 (2.2) 7.6
Cash flows from financing activities (46.7) - (46.7) (37.1) (9.3) (46.4)(1)
Represents difference between Project Adjusted EBITDA and cash distributions from equity method projects.(2) Includes 1% mandatory annual amortization and 50% excess cash flow repayments by APLP.(3) For a customer-owned construction project at Morris received in the first quarter of 2016. The remainder of the $6 million cash reimbursement is included in Project Adjusted EBITDA. (4) Distributions to noncontrolling interests primarily include distributions, if any, to the tax equity investors at Canadian Hills and to the other 50% owner of Rockland. These projects were sold in June 2015.
Note: Project Adjusted EBITDA, Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow, which are not recognized measures under GAAP and do not have any standardized meanings prescribed by GAAP; therefore, these measures may not be comparable to similar measures presented by other companies.