Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) today reported first
quarter 2023 financial results, including Net Loss of $(40)
million, Adjusted EBITDA of $218 million, Cash from Operating
Activities of $75 million, and Cash Available for Distribution
(CAFD) of $(4) million.
"Clearway's 2023 financial outlook remains on
track despite first quarter results being impacted by weaker
renewable resource. During the quarter, we further improved the
Company's financial flexibility with the upsizing of our revolving
credit facility to $700 million which remains completely undrawn,”
said Christopher Sotos, Clearway Energy, Inc.’s President and Chief
Executive Officer. “Our long-term outlook continues to improve with
today's announcement of the Cedro Hill repowering, which provides a
stable CAFD profile for the project with the 15-year PPA extension
to 2045. Furthermore, the Company continues to have line of sight
to the future deployment of substantially all of the excess
proceeds from the Thermal sale by the end of 2024 and expects to
deliver at the upper range of its dividend growth target through
2026.”
Adjusted EBITDA and Cash Available for
Distribution used in this press release are non-GAAP measures and
are explained in greater detail under “Non-GAAP Financial
Information” below.
Overview of Financial and Operating
Results
Segment Results
Table 1: Net Income/(Loss)
($ millions) |
|
Three Months Ended |
Segment |
|
3/31/23 |
|
3/31/22 |
Conventional |
|
|
24 |
|
|
|
47 |
|
Renewables |
|
|
(48 |
) |
|
|
(119 |
) |
Thermal |
|
|
— |
|
|
|
13 |
|
Corporate |
|
|
(16 |
) |
|
|
(38 |
) |
Net Income/(Loss) |
|
$ |
(40 |
) |
|
$ |
(97 |
) |
Table 2: Adjusted EBITDA
($ millions) |
|
Three Months Ended |
Segment |
|
3/31/23 |
|
3/31/22 |
Conventional |
|
|
76 |
|
|
|
98 |
|
Renewables |
|
|
151 |
|
|
|
154 |
|
Thermal |
|
|
— |
|
|
|
18 |
|
Corporate |
|
|
(9 |
) |
|
|
(10 |
) |
Adjusted EBITDA |
|
$ |
218 |
|
|
$ |
260 |
|
Table 3: Cash from Operating Activities and Cash
Available for Distribution (CAFD)
|
|
Three Months Ended |
($
millions) |
|
3/31/23 |
|
3/31/22 |
Cash from Operating Activities |
|
$ |
75 |
|
|
$ |
93 |
|
Cash Available for Distribution (CAFD) |
|
$ |
(4 |
) |
|
$ |
(2 |
) |
For the first quarter of 2023, the Company
reported Net Loss of $(40) million, Adjusted EBITDA of $218
million, Cash from Operating Activities of $75 million, and CAFD of
$(4) million. Net Loss decreased versus 2022 primarily due to
significantly higher mark to market losses for economic hedging
activities in the prior year, which reflected an increase in LIBOR
rates and an increase in commodity price curves in the first
quarter of 2022. Adjusted EBITDA results in the first quarter of
2023 were lower than 2022 due to the disposition of the Thermal
Business on May 1, 2022, the timing of spring outages at
Conventional, and lower renewable production, partially offset by
the contribution from growth investments. Cash from Operating
Activities decreased versus 2022 primarily due to the disposition
of the Thermal Business. CAFD results in the first quarter of 2023
were lower than 2022 primarily due to lower EBITDA, offset by lower
project-level debt service at Conventional.
Operational Performance
Table 4: Selected Operating
Results1
(MWh and MWht in
thousands) |
|
Three Months Ended |
|
|
3/31/23 |
|
3/31/22 |
Conventional Equivalent Availability Factor |
|
74.4 |
% |
|
95.3 |
% |
Solar MWh generated/sold |
|
866 |
|
|
1,060 |
|
Wind MWh generated/sold |
|
2,744 |
|
|
2,259 |
|
Renewables generated/sold2 |
|
3,610 |
|
|
3,319 |
|
In the first quarter of 2023, availability at the Conventional
segment was lower than the first quarter of 2022 primarily due to
the timing of the planned spring outage at the El Segundo Energy
Center facility. Generation in the Renewables segment during the
first quarter of 2023 was 9% higher than the first quarter of 2022
primarily due to the contribution of growth investments.
_________________________
1 Excludes equity method investments2 Generation sold excludes
MWh that are reimbursable for economic curtailment
Liquidity and Capital
Resources
Table 5: Liquidity
($
millions) |
|
3/31/2023 |
|
12/31/2022 |
Cash and Cash Equivalents: |
|
|
|
|
Clearway Energy, Inc. and Clearway Energy LLC, excluding
subsidiaries |
|
$ |
451 |
|
$ |
536 |
Subsidiaries |
|
|
125 |
|
|
121 |
Restricted
Cash: |
|
|
|
|
Operating accounts |
|
|
143 |
|
|
109 |
Reserves, including debt service, distributions, performance
obligations and other reserves |
|
|
294 |
|
|
230 |
Total
Cash |
|
$ |
1,013 |
|
$ |
996 |
Revolving credit facility
availability |
|
|
561 |
|
|
370 |
Total
Liquidity |
|
$ |
1,574 |
|
$ |
1,366 |
Total liquidity as of March 31, 2023, was
$1,574 million, which was $208 million higher than as of December
31, 2022, primarily due to the refinancing of the revolving credit
facility which increased its total capacity to $700 million from
$495 million. This was partially offset by the execution of growth
investments.
As of March 31, 2023, the Company's
liquidity included $437 million of restricted cash. Restricted
cash consists primarily of funds to satisfy the requirements of
certain debt arrangements and funds held within the Company's
projects that are restricted in their use. As of March 31,
2023, these restricted funds were comprised of $143 million
designated to fund operating expenses, approximately $168 million
designated for current debt service payments, and $97 million of
reserves for debt service, performance obligations and other items
including capital expenditures. The remaining $29 million is
held in distribution reserve accounts.
Potential future sources of liquidity include
excess operating cash flow, availability under the revolving credit
facility, asset dispositions, and, subject to market conditions,
new corporate debt and equity financings.
Growth Investments
Cedro Hill Repowering
On May 3, 2023, the Company entered into an
agreement with Clearway Group to repower the Cedro Hill Wind
project located in Bruni, Texas. The Company expects to invest
approximately $63 million in net corporate capital, subject to
closing adjustments. Contingent upon achieving repowering
commercial operations in the second half of 2024, the 160 MW
project will sell power to its existing counterparty, an investment
grade utility, for an additional 15 years ending in 2045 under an
amended power purchase agreement.
Financing Updates
Refinancing of the Revolving Credit
Facility
On March 15, 2023, Clearway Energy Operating LLC
refinanced the Amended and Restated Credit Agreement, which (i)
replaced LIBOR with SOFR plus a credit spread adjustment of 0.10%
as the applicable reference rate, (ii) increased the available
revolving commitments to an aggregate principal amount of $700
million, (iii) extended the maturity date to March 15, 2028, (iv)
increased the letter of credit sub-limit to $594 million and (v)
implemented certain other technical modifications. As of May 2,
2023, the Company had no outstanding borrowings under the revolving
credit facility and $119 million in letters of credit
outstanding.
Quarterly Dividend
On May 3, 2023, Clearway Energy, Inc.’s
Board of Directors declared a quarterly dividend on Class A and
Class C common stock of $0.3818 per share payable on June 15,
2023, to stockholders of record as of June 1, 2023.
The Company anticipates that a portion of the
dividends expected to be paid in 2023 and beyond may be treated as
taxable for U.S. federal income tax purposes. The portion of
dividends in future years that will be treated as taxable will
depend upon a number of factors, including but not limited to, the
Company’s overall performance and the gross amount of any dividends
made to stockholders in 2023 and beyond.
Seasonality
Clearway Energy, Inc.’s quarterly operating
results are impacted by seasonal factors, as well as weather
variability which can impact renewable energy resource. Most of the
Company's revenues are generated from the months of May through
September, as contracted pricing and renewable resources are at
their highest levels in the Company’s portfolio. Factors driving
the fluctuation in Net Income, Adjusted EBITDA, Cash from Operating
Activities, and CAFD include the following:
- Higher summer capacity prices from
conventional assets;
- Higher solar insolation during the
summer months;
- Higher wind resources during the
spring and summer months;
- Debt service payments which are
made either quarterly or semi-annually;
- Timing of maintenance capital
expenditures and the impact of both unforced and forced outages;
and
- Timing of distributions from
unconsolidated affiliates.
The Company takes into consideration the timing
of these factors to ensure sufficient funds are available for
distributions and operating activities on a quarterly basis.
Financial Guidance and Pro Forma CAFD
Outlook
The Company is reaffirming 2023 full year CAFD
guidance of $410 million. The Company's 2023 financial guidance
factors in the contribution of committed growth investments based
on current expected closing timelines and estimates for merchant
energy gross margin at the conventional fleet upon the expiry of
their current toll contracts. 2023 CAFD guidance does not factor in
the timing of when CAFD is realized from new growth investments
pursuant to 5-year averages beyond 2023.
The Company is reiterating its pro forma CAFD
outlook expectations of approximately $410 million
Financial guidance and the pro forma CAFD
outlook continue to be based on median renewable energy production
estimates for the full year.
Earnings Conference Call
On May 4, 2023, Clearway Energy, Inc. will
host a conference call at 8:00 a.m. Eastern to discuss these
results. Investors, the news media and others may access the live
webcast of the conference call and accompanying presentation
materials by logging on to Clearway Energy, Inc.’s website at
http://www.clearwayenergy.com and clicking on “Presentations &
Webcasts” under “Investor Relations.”
About Clearway Energy, Inc.
Clearway Energy, Inc. is one of the largest
renewable energy owners in the US with over 5,500 net MW of
installed wind and solar generation projects. The Company's over
8,000 net MW of assets also include approximately 2,500 net MW of
environmentally-sound, highly efficient natural gas generation
facilities. Through this environmentally-sound diversified and
primarily contracted portfolio, Clearway Energy endeavors to
provide its investors with stable and growing dividend income.
Clearway Energy, Inc.’s Class C and Class A common stock are traded
on the New York Stock Exchange under the symbols CWEN and CWEN.A,
respectively. Clearway Energy, Inc. is sponsored by its controlling
investor, Clearway Energy Group LLC. For more information, visit
investor.clearwayenergy.com.
Safe Harbor Disclosure
This news release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such forward-looking statements are subject to certain risks,
uncertainties and assumptions, and typically can be identified by
the use of words such as “expect,” “estimate,” "target,"
“anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar
terms. Such forward-looking statements include, but are not limited
to, statements regarding, the Company’s dividend expectations and
its operations, its facilities and its financial results,
statements regarding the anticipated consummation of the
transactions described above, the anticipated benefits,
opportunities, and results with respect to the transactions,
including the Company’s future relationship and arrangements with
Global Infrastructure Partners, TotalEnergies, and Clearway Energy
Group, as well as the Company's Net Income, Adjusted EBITDA, Cash
from Operating Activities, Cash Available for Distribution, the
Company’s future revenues, income, indebtedness, capital structure,
strategy, plans, expectations, objectives, projected financial
performance and/or business results and other future events, and
views of economic and market conditions.
Although Clearway Energy, Inc. believes that the
expectations are reasonable, it can give no assurance that these
expectations will prove to be correct, and actual results may vary
materially. Factors that could cause actual results to differ
materially from those contemplated above include, among others, the
Company's ability to maintain and grow its quarterly dividend,
impacts related to COVID-19 (including any variant of the virus) or
any other pandemic, risks relating to the Company's relationships
with its sponsors, the failure to identify, execute or successfully
implement acquisitions or dispositions (including receipt of third
party consents and regulatory approvals), the Company's ability to
acquire assets from its sponsors, the Company’s ability to borrow
additional funds and access capital markets due to its
indebtedness, corporate structure, market conditions or otherwise,
hazards customary in the power industry, weather conditions,
including wind and solar performance, the Company’s ability to
operate its businesses efficiently, manage maintenance capital
expenditures and costs effectively, and generate earnings and cash
flows from its asset-based businesses in relation to its debt and
other obligations, the willingness and ability of counterparties to
the Company’s offtake agreements to fulfill their obligations under
such agreements, the Company's ability to enter into new contracts
as existing contracts expire, changes in government regulations,
operating and financial restrictions placed on the Company that are
contained in the project-level debt facilities and other agreements
of the Company and its subsidiaries, and cyber terrorism and
inadequate cybersecurity. Furthermore, any dividends are subject to
available capital, market conditions, and compliance with
associated laws and regulations.
Clearway Energy, Inc. undertakes no obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. The Cash
Available for Distribution are estimates as of today’s date,
May 4, 2023, and are based on assumptions believed to be
reasonable as of this date. Clearway Energy, Inc. expressly
disclaims any current intention to update such guidance. The
foregoing review of factors that could cause Clearway Energy,
Inc.’s actual results to differ materially from those contemplated
in the forward-looking statements included in this news release
should be considered in connection with information regarding risks
and uncertainties that may affect Clearway Energy, Inc.’s future
results included in Clearway Energy, Inc.’s filings with the
Securities and Exchange Commission at www.sec.gov. In addition,
Clearway Energy, Inc. makes available free of charge at
www.clearwayenergy.com, copies of materials it files with, or
furnishes to, the Securities and Exchange Commission.
Contacts: |
|
|
|
Investors: |
Media: |
Akil Marsh |
Zadie Oleksiw |
investor.relations@clearwayenergy.com |
media@clearwayenergy.com |
609-608-1500 |
202-836-5754 |
CLEARWAY ENERGY, INC.CONSOLIDATED
STATEMENTS OF OPERATIONS(Unaudited) |
|
Three months ended March 31, |
(In millions, except per share amounts) |
|
2023 |
|
|
|
2022 |
|
Operating
Revenues |
|
|
|
Total operating
revenues |
$ |
288 |
|
|
$ |
214 |
|
Operating Costs and
Expenses |
|
|
|
Cost of operations, exclusive of depreciation, amortization and
accretion shown separately
below |
|
108 |
|
|
|
128 |
|
Depreciation, amortization and
accretion |
|
128 |
|
|
|
124 |
|
General and
administrative |
|
10 |
|
|
|
12 |
|
Transaction and integration
costs |
|
— |
|
|
|
2 |
|
Development
costs |
|
— |
|
|
|
1 |
|
Total operating costs and
expenses |
|
246 |
|
|
|
267 |
|
Operating Income
(Loss) |
|
42 |
|
|
|
(53 |
) |
Other Income
(Expense) |
|
|
|
Equity in (losses) earnings of unconsolidated
affiliates |
|
(3 |
) |
|
|
4 |
|
Other income,
net |
|
8 |
|
|
|
— |
|
Loss on debt
extinguishment |
|
— |
|
|
|
(2 |
) |
Interest
expense |
|
(99 |
) |
|
|
(47 |
) |
Total other expense,
net |
|
(94 |
) |
|
|
(45 |
) |
Loss Before Income
Taxes |
|
(52 |
) |
|
|
(98 |
) |
Income tax
benefit |
|
(12 |
) |
|
|
(1 |
) |
Net
Loss |
|
(40 |
) |
|
|
(97 |
) |
Less: Net loss attributable to noncontrolling interests and
redeemable noncontrolling
interests |
|
(40 |
) |
|
|
(65 |
) |
Net Loss Attributable
to Clearway Energy,
Inc. |
$ |
— |
|
|
$ |
(32 |
) |
Loss Per Share
Attributable to Clearway Energy, Inc. Class A and Class C Common
Stockholders |
|
|
|
Weighted average number of Class A common shares outstanding -
basic and
diluted |
|
35 |
|
|
|
35 |
|
Weighted average number of Class C common shares outstanding -
basic and
diluted |
|
82 |
|
|
|
82 |
|
Loss per Weighted
Average Class A and Class C Common Share - Basic and
Diluted |
$ |
— |
|
|
$ |
(0.28 |
) |
Dividends Per Class A
Common Share
|
$ |
0.3745 |
|
|
$ |
0.3468 |
|
Dividends Per Class C
Common Share
|
$ |
0.3745 |
|
|
$ |
0.3468 |
|
CLEARWAY ENERGY, INC.CONSOLIDATED
STATEMENTS OF COMPREHENSIVE
LOSS(Unaudited) |
|
Three months ended March 31, |
(In millions) |
|
2023 |
|
|
|
2022 |
|
Net
Loss |
$ |
(40 |
) |
|
$ |
(97 |
) |
Other Comprehensive
(Loss) Income |
|
|
|
Unrealized (loss) gain on
derivatives and changes in accumulated OCI/OCL, net of income tax
(benefit) expense, of $(1) and
$2 |
|
(3 |
) |
|
|
14 |
|
Other comprehensive (loss)
income |
|
(3 |
) |
|
|
14 |
|
Comprehensive
Loss |
|
(43 |
) |
|
|
(83 |
) |
Less: Comprehensive loss attributable to noncontrolling interests
and redeemable noncontrolling
interests |
|
(42 |
) |
|
|
(57 |
) |
Comprehensive Loss
Attributable to Clearway Energy,
Inc. |
$ |
(1 |
) |
|
$ |
(26 |
) |
CLEARWAY ENERGY, INC.CONSOLIDATED BALANCE
SHEETS |
(In millions, except
shares) |
March 31, 2023 |
|
December 31, 2022 |
ASSETS |
(Unaudited) |
|
|
Current
Assets |
|
|
|
Cash and cash equivalents |
$ |
576 |
|
$ |
657 |
Restricted cash |
|
437 |
|
|
339 |
Accounts receivable — trade |
|
150 |
|
|
153 |
Inventory |
|
49 |
|
|
47 |
Derivative instruments |
|
27 |
|
|
26 |
Prepayments and other current assets |
|
50 |
|
|
54 |
Total current assets |
|
1,289 |
|
|
1,276 |
Property, plant and
equipment, net |
|
7,863 |
|
|
7,421 |
Other
Assets |
|
|
|
Equity investments in affiliates |
|
346 |
|
|
364 |
Intangible assets for power purchase agreements, net |
|
2,443 |
|
|
2,488 |
Other intangible assets, net |
|
75 |
|
|
77 |
Derivative instruments |
|
64 |
|
|
63 |
Right-of-use assets, net |
|
554 |
|
|
527 |
Other non-current assets |
|
115 |
|
|
96 |
Total other assets |
|
3,597 |
|
|
3,615 |
Total
Assets |
$ |
12,749 |
|
$ |
12,312 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
Current
Liabilities |
|
|
|
Current portion of long-term debt |
$ |
366 |
|
$ |
322 |
Accounts payable — trade |
|
70 |
|
|
55 |
Accounts payable — affiliates |
|
50 |
|
|
22 |
Derivative instruments |
|
39 |
|
|
50 |
Accrued interest expense |
|
36 |
|
|
54 |
Accrued expenses and other current liabilities |
|
77 |
|
|
114 |
Total current liabilities |
|
638 |
|
|
617 |
Other
Liabilities |
|
|
|
Long-term debt |
|
6,769 |
|
|
6,491 |
Deferred income taxes |
|
98 |
|
|
119 |
Derivative instruments |
|
296 |
|
|
303 |
Long-term lease liabilities |
|
577 |
|
|
548 |
Other non-current liabilities |
|
209 |
|
|
201 |
Total other liabilities |
|
7,949 |
|
|
7,662 |
Total
Liabilities |
|
8,587 |
|
|
8,279 |
Redeemable
noncontrolling interest in subsidiaries |
|
9 |
|
|
7 |
Commitments and
Contingencies |
|
|
|
Stockholders’
Equity |
|
|
|
Preferred stock, $0.01 par value; 10,000,000 shares authorized;
none issued |
|
— |
|
|
— |
Class A, Class B, Class C and Class D common stock, $0.01 par
value; 3,000,000,000 shares authorized (Class A 500,000,000, Class
B 500,000,000, Class C 1,000,000,000, Class D 1,000,000,000);
201,972,813 shares issued and outstanding (Class A 34,613,853,
Class B 42,738,750, Class C 82,283,460, Class D 42,336,750) at
March 31, 2023 and 201,972,813 shares issued and outstanding
(Class A 34,613,853, Class B 42,738,750, Class C 82,283,460, Class
D 42,336,750) at December 31, 2022 |
|
1 |
|
|
1 |
Additional paid-in capital |
|
1,719 |
|
|
1,761 |
Retained earnings |
|
419 |
|
|
463 |
Accumulated other comprehensive income |
|
8 |
|
|
9 |
Noncontrolling interest |
|
2,006 |
|
|
1,792 |
Total Stockholders’
Equity |
|
4,153 |
|
|
4,026 |
Total Liabilities and
Stockholders’ Equity |
$ |
12,749 |
|
$ |
12,312 |
CLEARWAY ENERGY, INC.CONSOLIDATED
STATEMENTS OF CASH FLOWS (Unaudited) |
|
Three months ended March 31, |
(In millions) |
|
2023 |
|
|
|
2022 |
|
Cash Flows from
Operating Activities |
|
|
|
Net
Loss |
$ |
(40 |
) |
|
$ |
(97 |
) |
Adjustments to reconcile net loss to net cash provided by operating
activities: |
|
|
|
Equity in earnings of unconsolidated affiliates
|
|
3 |
|
|
|
(4 |
) |
Distributions from unconsolidated
affiliates |
|
6 |
|
|
|
11 |
|
Depreciation, amortization and
accretion |
|
128 |
|
|
|
124 |
|
Amortization of financing costs and debt
discounts |
|
3 |
|
|
|
4 |
|
Amortization of
intangibles |
|
47 |
|
|
|
42 |
|
Loss on debt extinguishment
|
|
— |
|
|
|
2 |
|
Reduction in carrying amount of right-of-use
assets |
|
4 |
|
|
|
4 |
|
Changes in deferred income
taxes |
|
(11 |
) |
|
|
(1 |
) |
Changes in derivative instruments and amortization of accumulated
OCI/OCL |
|
3 |
|
|
|
82 |
|
Cash used in changes in other working
capital: |
|
|
|
Changes in prepaid and accrued liabilities for tolling agreements
|
|
(39 |
) |
|
|
(44 |
) |
Changes in other working
capital |
|
(29 |
) |
|
|
(30 |
) |
Net Cash Provided by
Operating
Activities |
|
75 |
|
|
|
93 |
|
Cash Flows from
Investing Activities |
|
|
|
Acquisition of Drop Down Assets, net of cash
acquired |
|
(7 |
) |
|
|
(51 |
) |
Capital
expenditures |
|
(88 |
) |
|
|
(47 |
) |
Return of investment from unconsolidated
affiliates |
|
9 |
|
|
|
3 |
|
Other |
|
— |
|
|
|
3 |
|
Net Cash Used in
Investing
Activities |
|
(86 |
) |
|
|
(92 |
) |
Cash Flows from
Financing Activities |
|
|
|
Contributions from noncontrolling interests, net of
distributions |
|
273 |
|
|
|
23 |
|
Payments of dividends and
distributions |
|
(76 |
) |
|
|
(70 |
) |
Distributions to CEG of escrowed
amounts |
|
— |
|
|
|
(64 |
) |
Proceeds from the revolving credit
facility |
|
— |
|
|
|
80 |
|
Payments for the revolving credit
facility |
|
— |
|
|
|
(20 |
) |
Proceeds from the issuance of long-term debt
|
|
42 |
|
|
|
194 |
|
Payments of debt issuance
costs |
|
(7 |
) |
|
|
(4 |
) |
Payments for long-term
debt |
|
(204 |
) |
|
|
(317 |
) |
Other |
|
— |
|
|
|
(6 |
) |
Net Cash Provided by
(Used in) Financing
Activities |
|
28 |
|
|
|
(184 |
) |
Reclassification of
Cash to Assets
Held-for-Sale |
|
— |
|
|
|
(5 |
) |
Net Increase
(Decrease) in Cash, Cash Equivalents and Restricted
Cash |
|
17 |
|
|
|
(188 |
) |
Cash, Cash Equivalents
and Restricted Cash at Beginning of
Period |
|
996 |
|
|
|
654 |
|
Cash, Cash Equivalents
and Restricted Cash at End of
Period |
$ |
1,013 |
|
|
$ |
466 |
|
CLEARWAY ENERGY, INC.CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited) |
(In
millions) |
Preferred Stock |
|
Common Stock |
|
AdditionalPaid-InCapital |
|
Retained Earnings |
|
AccumulatedOtherComprehensive
Income |
|
NoncontrollingInterest |
|
TotalStockholders’Equity |
Balances at December 31, 2022 |
$ |
— |
|
$ |
1 |
|
$ |
1,761 |
|
|
$ |
463 |
|
|
$ |
9 |
|
|
$ |
1,792 |
|
|
$ |
4,026 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(43 |
) |
|
|
(43 |
) |
Unrealized loss on derivatives and changes in accumulated OCI, net
of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(3 |
) |
Contributions from CEG, net of distributions, cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30 |
|
|
|
30 |
|
Contributions from noncontrolling interests, net of distributions,
cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
215 |
|
|
|
215 |
|
Transfers of assets under common control |
|
— |
|
|
— |
|
|
(52 |
) |
|
|
— |
|
|
|
— |
|
|
|
46 |
|
|
|
(6 |
) |
Non-cash adjustments for change in tax basis |
|
— |
|
|
— |
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
Stock-based compensation |
|
— |
|
|
— |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Common stock dividends and distributions to CEG unit holders |
|
— |
|
|
— |
|
|
— |
|
|
|
(44 |
) |
|
|
— |
|
|
|
(32 |
) |
|
|
(76 |
) |
Balances at March 31,
2023 |
$ |
— |
|
$ |
1 |
|
$ |
1,719 |
|
|
$ |
419 |
|
|
$ |
8 |
|
|
$ |
2,006 |
|
|
$ |
4,153 |
|
(In
millions) |
Preferred Stock |
|
Common Stock |
|
AdditionalPaid-InCapital |
|
Accumulated Deficit |
|
AccumulatedOtherComprehensive
Loss |
|
NoncontrollingInterest |
|
TotalStockholders’Equity |
Balances at December 31, 2021 |
$ |
— |
|
$ |
1 |
|
$ |
1,872 |
|
|
$ |
(33 |
) |
|
$ |
(6 |
) |
|
$ |
1,466 |
|
|
$ |
3,300 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
|
(32 |
) |
|
|
— |
|
|
|
(67 |
) |
|
|
(99 |
) |
Unrealized gain on derivatives and changes in accumulated OCL, net
of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
6 |
|
|
|
8 |
|
|
|
14 |
|
Distributions to CEG, net of contributions, cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
(3 |
) |
Contributions from noncontrolling interests, net of distributions,
cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
28 |
|
|
|
28 |
|
Transfers of assets under common control |
|
— |
|
|
— |
|
|
(12 |
) |
|
|
— |
|
|
|
— |
|
|
|
(25 |
) |
|
|
(37 |
) |
Non-cash adjustments for change in tax basis |
|
— |
|
|
— |
|
|
8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8 |
|
Stock based compensation |
|
— |
|
|
— |
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
Common stock dividends and distributions to CEG unit holders |
|
— |
|
|
— |
|
|
(40 |
) |
|
|
— |
|
|
|
— |
|
|
|
(30 |
) |
|
|
(70 |
) |
Balances at March 31,
2022 |
$ |
— |
|
$ |
1 |
|
$ |
1,826 |
|
|
$ |
(65 |
) |
|
$ |
— |
|
|
$ |
1,377 |
|
|
$ |
3,139 |
|
Appendix Table A-1: Three Months Ended
March 31, 2023, Segment Adjusted EBITDA
ReconciliationThe following table summarizes the
calculation of Adjusted EBITDA and provides a reconciliation to Net
Income/(Loss):
|
|
|
|
|
|
|
|
|
|
|
($ in
millions) |
|
Conventional |
|
Renewables |
|
Thermal |
|
Corporate |
|
Total |
Net Income (Loss) |
|
$ |
24 |
|
$ |
(48 |
) |
|
$ |
— |
|
$ |
(16 |
) |
|
$ |
(40 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Benefit |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(12 |
) |
|
|
(12 |
) |
Interest Expense, net |
|
|
10 |
|
|
62 |
|
|
|
— |
|
|
18 |
|
|
|
90 |
|
Depreciation, Amortization, and ARO |
|
|
33 |
|
|
95 |
|
|
|
— |
|
|
— |
|
|
|
128 |
|
Contract Amortization |
|
|
6 |
|
|
41 |
|
|
|
— |
|
|
— |
|
|
|
47 |
|
Mark to Market (MtM) Gains on economic hedges |
|
|
— |
|
|
(19 |
) |
|
|
— |
|
|
— |
|
|
|
(19 |
) |
Other non-recurring |
|
|
— |
|
|
4 |
|
|
|
— |
|
|
— |
|
|
|
4 |
|
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
3 |
|
|
16 |
|
|
|
— |
|
|
— |
|
|
|
19 |
|
Non-Cash Equity Compensation |
|
|
— |
|
|
— |
|
|
|
— |
|
|
1 |
|
|
|
1 |
|
Adjusted EBITDA |
|
$ |
76 |
|
$ |
151 |
|
|
$ |
— |
|
$ |
(9 |
) |
|
$ |
218 |
|
Appendix Table A-2: Three Months Ended
March 31, 2022, Segment Adjusted EBITDA
ReconciliationThe following table summarizes the
calculation of Adjusted EBITDA and provides a reconciliation to Net
Income/(Loss):
|
|
|
|
|
|
|
|
|
|
|
($ in
millions) |
|
Conventional |
|
Renewables |
|
Thermal |
|
Corporate |
|
Total |
Net Income (Loss) |
|
$ |
47 |
|
$ |
(119 |
) |
|
$ |
13 |
|
$ |
(38 |
) |
|
$ |
(97 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Benefit |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(1 |
) |
|
|
(1 |
) |
Interest Expense, net |
|
|
8 |
|
|
8 |
|
|
|
5 |
|
|
26 |
|
|
|
47 |
|
Depreciation, Amortization, and ARO |
|
|
33 |
|
|
91 |
|
|
|
— |
|
|
— |
|
|
|
124 |
|
Contract Amortization |
|
|
6 |
|
|
36 |
|
|
|
— |
|
|
— |
|
|
|
42 |
|
Loss on Debt Extinguishment |
|
|
— |
|
|
2 |
|
|
|
— |
|
|
— |
|
|
|
2 |
|
Mark to Market (MtM) Losses on economic hedges |
|
|
— |
|
|
126 |
|
|
|
— |
|
|
— |
|
|
|
126 |
|
Transaction and integration costs |
|
|
— |
|
|
— |
|
|
|
— |
|
|
2 |
|
|
|
2 |
|
Other non-recurring |
|
|
1 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
1 |
|
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
3 |
|
|
10 |
|
|
|
— |
|
|
— |
|
|
|
13 |
|
Non-Cash Equity Compensation |
|
|
— |
|
|
— |
|
|
|
— |
|
|
1 |
|
|
|
1 |
|
Adjusted EBITDA |
|
$ |
98 |
|
$ |
154 |
|
|
$ |
18 |
|
$ |
(10 |
) |
|
$ |
260 |
|
Appendix Table A-3: Cash Available for Distribution
ReconciliationThe following table summarizes the
calculation of Cash Available for Distribution and provides a
reconciliation to Cash from Operating Activities:
|
|
Three Months Ended |
($ in millions) |
|
3/31/23 |
|
3/31/22 |
Adjusted EBITDA |
|
$ |
218 |
|
|
$ |
260 |
|
Cash interest paid |
|
|
(93 |
) |
|
|
(97 |
) |
Changes in prepaid and accrued liabilities for tolling
agreements |
|
|
(39 |
) |
|
|
(44 |
) |
Adjustments to reflect sale-type leases and payments for lease
expenses |
|
|
1 |
|
|
|
1 |
|
Pro-rata Adjusted EBITDA from unconsolidated affiliates |
|
|
(15 |
) |
|
|
(16 |
) |
Distributions from unconsolidated affiliates |
|
|
6 |
|
|
|
11 |
|
Changes in working capital and other |
|
|
(3 |
) |
|
|
(22 |
) |
Cash from Operating Activities |
|
|
75 |
|
|
|
93 |
|
Changes in working capital and other |
|
|
3 |
|
|
|
22 |
|
Development Expenses3 |
|
|
— |
|
|
|
1 |
|
Return of investment from unconsolidated affiliates |
|
|
9 |
|
|
|
3 |
|
Net distributions (to)/from non-controlling interest4 |
|
|
(10 |
) |
|
|
(10 |
) |
Maintenance capital expenditures |
|
|
(7 |
) |
|
|
(7 |
) |
Principal amortization of indebtedness5 |
|
|
(74 |
) |
|
|
(104 |
) |
Cash Available for
Distribution6 |
|
$ |
(4 |
) |
|
$ |
(2 |
) |
_________________________
3 Primarily relates to Thermal Development Expenses4 2023
excludes $224 million of contributions related to the funding of
Waiawa and Daggett; 2022 excludes $50 million of contributions
related to the funding of Mesquite Sky, Black Rock, and Mililani5
2023 excludes $55 million for the repayment of bridge loans in
connection with Waiawa; 2022 excludes $186 million for the
refinancing of Tapestry Wind, Laredo Ridge, and Viento, and $27
million for the repayment of bridge loans in connection with
Mililani6 Excludes income tax payments related to Thermal sale
Appendix Table A-4: Three Months Ended
March 31, 2023, Sources and Uses of
LiquidityThe following table summarizes the sources and
uses of liquidity in 2023:
|
|
Three Months Ended |
($ in millions) |
|
3/31/23 |
Sources: |
|
|
Contributions from noncontrolling interests, net of
distributions |
|
|
273 |
|
Net cash provided by operating activities |
|
|
75 |
|
Proceeds from the issuance of long-term debt |
|
|
42 |
|
Return of investment from unconsolidated affiliates |
|
|
9 |
|
|
|
|
Uses: |
|
|
Payments for long-term debt |
|
|
(204 |
) |
Capital expenditures |
|
|
(88 |
) |
Payments of dividends and distributions |
|
|
(76 |
) |
Acquisition of Drop Down Assets |
|
|
(7 |
) |
Other net cash outflows |
|
|
(7 |
) |
|
|
|
Change in total cash, cash equivalents, and restricted
cash |
|
$ |
17 |
|
Appendix Table A-5: Adjusted EBITDA and Cash Available
for Distribution Guidance
($ in
millions) |
|
2023 Full Year Guidance |
Net Income |
|
$ |
165 |
|
Income Tax Expense |
|
|
30 |
|
Interest Expense, net |
|
|
300 |
|
Depreciation, Amortization, and ARO Expense |
|
|
620 |
|
Adjustment to reflect CWEN share of Adjusted EBITDA in
unconsolidated affiliates |
|
|
50 |
|
Non-Cash Equity Compensation |
|
|
5 |
|
Adjusted EBITDA |
|
|
1,170 |
|
Cash interest paid |
|
|
(300 |
) |
Changes in prepaid and accrued liabilities for tolling
agreements |
|
|
(32 |
) |
Adjustments to reflect sale-type leases and payments for lease
expenses |
|
|
10 |
|
Pro-rata Adjusted EBITDA from unconsolidated affiliates |
|
|
(85 |
) |
Cash distributions from unconsolidated affiliates7 |
|
|
45 |
|
Cash from Operating Activities |
|
|
808 |
|
Net distributions to non-controlling interest8 |
|
|
(60 |
) |
Maintenance capital expenditures |
|
|
(35 |
) |
Principal amortization of indebtedness9 |
|
|
(303 |
) |
Cash Available for
Distribution10 |
|
$ |
410 |
|
_________________________
7 Distribution from unconsolidated affiliates can be classified
as Return of Investment on Unconsolidated Affiliates when actuals
are reported. This is below cash from operating activities8
Includes tax equity proceeds and distributions to tax equity
partners9 Excludes balloon maturity payments in 202310 Excludes
income tax payments related to Thermal sale
Appendix Table A-6: Adjusted EBITDA and Cash Available
for Distribution Pro Forma Outlook
($ in
millions) |
|
Pro Forma CAFD Outlook |
Net Income |
|
$ |
125 |
|
Income Tax Expense |
|
|
25 |
|
Interest Expense, net |
|
|
395 |
|
Depreciation, Amortization, and ARO Expense |
|
|
555 |
|
Adjustment to reflect CWEN share of Adjusted EBITDA in
unconsolidated affiliates |
|
|
45 |
|
Non-Cash Equity Compensation |
|
|
5 |
|
Adjusted EBITDA |
|
|
1,150 |
|
Cash interest paid |
|
|
(296 |
) |
Changes in prepaid and accrued liabilities for tolling
agreements |
|
|
(5 |
) |
Adjustments to reflect sale-type leases and payments for lease
expenses |
|
|
6 |
|
Pro-rata Adjusted EBITDA from unconsolidated affiliates |
|
|
(86 |
) |
Cash distributions from unconsolidated affiliates |
|
|
48 |
|
Cash from Operating Activities |
|
|
817 |
|
Net distributions to non-controlling interest |
|
|
(97 |
) |
Maintenance capital expenditures |
|
|
(23 |
) |
Principal amortization of indebtedness |
|
|
(287 |
) |
Cash Available for Distribution |
|
$ |
410 |
|
Non-GAAP Financial Information
EBITDA and Adjusted EBITDA
EBITDA, Adjusted EBITDA, and Cash Available for
Distribution (CAFD) are non-GAAP financial measures. These
measurements are not recognized in accordance with GAAP and should
not be viewed as an alternative to GAAP measures of performance.
The presentation of non-GAAP financial measures should not be
construed as an inference that Clearway Energy’s future results
will be unaffected by unusual or non-recurring items.
EBITDA represents net income before interest
(including loss on debt extinguishment), taxes, depreciation and
amortization. EBITDA is presented because Clearway Energy considers
it an important supplemental measure of its performance and
believes debt and equity holders frequently use EBITDA to analyze
operating performance and debt service capacity. EBITDA has
limitations as an analytical tool, and you should not consider it
in isolation, or as a substitute for analysis of our operating
results as reported under GAAP. Some of these limitations are:
- EBITDA does not reflect cash
expenditures, or future requirements for capital expenditures, or
contractual commitments;
- EBITDA does not reflect changes in,
or cash requirements for, working capital needs;
- EBITDA does not reflect the
significant interest expense, or the cash requirements necessary to
service interest or principal payments, on debt or cash income tax
payments;
- Although depreciation and
amortization are non-cash charges, the assets being depreciated and
amortized will often have to be replaced in the future, and EBITDA
does not reflect any cash requirements for such replacements;
and
- Other companies in this industry
may calculate EBITDA differently than Clearway Energy does,
limiting its usefulness as a comparative measure.
Because of these limitations, EBITDA should not
be considered as a measure of discretionary cash available to use
to invest in the growth of Clearway Energy’s business. Clearway
Energy compensates for these limitations by relying primarily on
our GAAP results and using EBITDA and Adjusted EBITDA only
supplementally. See the statements of cash flow included in the
financial statements that are a part of this news release.
Adjusted EBITDA is presented as a further
supplemental measure of operating performance. Adjusted EBITDA
represents EBITDA adjusted for mark-to-market gains or losses,
non-cash equity compensation expense, asset write offs and
impairments; and factors which we do not consider indicative of
future operating performance such as transition and integration
related costs. The reader is encouraged to evaluate each adjustment
and the reasons Clearway Energy considers it appropriate for
supplemental analysis. As an analytical tool, Adjusted EBITDA is
subject to all of the limitations applicable to EBITDA. In
addition, in evaluating Adjusted EBITDA, the reader should be aware
that in the future Clearway Energy may incur expenses similar to
the adjustments in this news release.
Management believes Adjusted EBITDA is useful to
investors and other users of our financial statements in evaluating
our operating performance because it provides them with an
additional tool to compare business performance across companies
and across periods. This measure is widely used by investors to
measure a company’s operating performance without regard to items
such as interest expense, taxes, depreciation and amortization,
which can vary substantially from company to company depending upon
accounting methods and book value of assets, capital structure and
the method by which assets were acquired.
Additionally, Management believes that investors
commonly adjust EBITDA information to eliminate the effect of
restructuring and other expenses, which vary widely from company to
company and impair comparability. As we define it, Adjusted EBITDA
represents EBITDA adjusted for the effects of impairment losses,
gains or losses on sales, non-cash equity compensation expense,
dispositions or retirements of assets, any mark-to-market gains or
losses from accounting for derivatives, adjustments to exclude
gains or losses on the repurchase, modification or extinguishment
of debt, and any extraordinary, unusual or non-recurring items plus
adjustments to reflect the Adjusted EBITDA from our unconsolidated
investments. We adjust for these items in our Adjusted EBITDA as
our management believes that these items would distort their
ability to efficiently view and assess our core operating
trends.
In summary, our management uses Adjusted EBITDA
as a measure of operating performance to assist in comparing
performance from period to period on a consistent basis and to
readily view operating trends, as a measure for planning and
forecasting overall expectations and for evaluating actual results
against such expectations, and in communications with our Board of
Directors, shareholders, creditors, analysts and investors
concerning our financial performance.
Cash Available for
Distribution
A non-GAAP measure, Cash Available for
Distribution is defined as of March 31, 2023 as Adjusted
EBITDA plus cash distributions/return of investment from
unconsolidated affiliates, cash receipts from notes receivable,
cash distributions from noncontrolling interests, adjustments to
reflect sales-type lease cash payments and payments for lease
expenses, less cash distributions to noncontrolling interests,
maintenance capital expenditures, pro-rata Adjusted EBITDA from
unconsolidated affiliates, cash interest paid, income taxes paid,
principal amortization of indebtedness, changes in prepaid and
accrued capacity payments, and adjusted for development expenses.
Management believes CAFD is a relevant supplemental measure of the
Company’s ability to earn and distribute cash returns to
investors.
We believe CAFD is useful to investors in
evaluating our operating performance because securities analysts
and other interested parties use such calculations as a measure of
our ability to make quarterly distributions. In addition, CAFD is
used by our management team for determining future acquisitions and
managing our growth. The GAAP measure most directly comparable to
CAFD is cash provided by operating activities.
However, CAFD has limitations as an analytical
tool because it does not include changes in operating assets and
liabilities and excludes the effect of certain other cash flow
items, all of which could have a material effect on our financial
condition and results from operations. CAFD is a non-GAAP measure
and should not be considered an alternative to cash provided by
operating activities or any other performance or liquidity measure
determined in accordance with GAAP, nor is it indicative of funds
available to fund our cash needs. In addition, our calculations of
CAFD are not necessarily comparable to CAFD as calculated by other
companies. Investors should not rely on these measures as a
substitute for any GAAP measure, including cash provided by
operating activities.
Clearway Energy (NYSE:CWEN)
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