Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) today reported third
quarter 2023 financial results, including Net Income of $15
million, Adjusted EBITDA of $323 million, Cash from Operating
Activities of $287 million, and Cash Available for Distribution
(CAFD) of $156 million.
"Clearway continues to expect 2023 full year
results to be within the revised guidance range and has made
further progress on executing toward its long-term objective to
deliver at the upper range of its dividend growth target through
2026 without external debt or equity. With the commitment to invest
in the Texas Solar Nova projects and the recent projects offered to
CWEN, we now have full visibility into the deployment of the excess
Thermal proceeds through commitments or offers. Importantly, the
recent commitment and offers from our sponsor are at attractive
economics and reflect the ability of the Clearway enterprise to
adapt to the current capital markets environment,” said Christopher
Sotos, Clearway Energy, Inc.’s President and Chief Executive
Officer. “We are fortunate to have a sponsor who’s aligned with our
disciplined capital allocation criteria. I remain confident that in
partnership with our Board and sponsor, we can allocate capital to
both drive CAFD per share growth and create long-term value
creation for our investors.”
Adjusted EBITDA and Cash Available for
Distribution used in this press release are non-GAAP measures and
are explained in greater detail under “Non-GAAP Financial
Information” below.
Overview of Financial and Operating
Results
Segment Results
Table 1: Net Income/(Loss)
($ millions) |
|
Three Months Ended |
|
Nine Months Ended |
Segment |
|
9/30/23 |
|
9/30/22 |
|
9/30/23 |
|
9/30/22 |
Conventional |
|
|
38 |
|
|
|
41 |
|
|
|
99 |
|
|
|
121 |
|
Renewables |
|
|
62 |
|
|
|
62 |
|
|
|
112 |
|
|
|
26 |
|
Thermal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17 |
|
Corporate |
|
|
(85 |
) |
|
|
(41 |
) |
|
|
(152 |
) |
|
|
950 |
|
Net Income/(Loss) |
|
$ |
15 |
|
|
$ |
62 |
|
|
$ |
59 |
|
|
$ |
1,114 |
|
Table 2: Adjusted EBITDA
($ millions) |
|
Three Months Ended |
|
Nine Months Ended |
Segment |
|
9/30/23 |
|
9/30/22 |
|
9/30/23 |
|
9/30/22 |
Conventional |
|
|
84 |
|
|
|
94 |
|
|
|
236 |
|
|
|
277 |
|
Renewables |
|
|
246 |
|
|
|
236 |
|
|
|
645 |
|
|
|
675 |
|
Thermal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23 |
|
Corporate |
|
|
(7 |
) |
|
|
(8 |
) |
|
|
(24 |
) |
|
|
(27 |
) |
Adjusted EBITDA |
|
$ |
323 |
|
|
$ |
322 |
|
|
$ |
857 |
|
|
$ |
948 |
|
Table 3: Cash from Operating Activities
and Cash Available for Distribution (CAFD)
|
|
Three Months Ended |
|
Nine Months Ended |
($ millions) |
|
9/30/23 |
|
9/30/22 |
|
9/30/23 |
|
9/30/22 |
Cash from Operating Activities |
|
$ |
287 |
|
|
$ |
328 |
|
|
$ |
496 |
|
|
$ |
607 |
|
Cash Available for Distribution (CAFD) |
|
$ |
156 |
|
|
$ |
154 |
|
|
$ |
289 |
|
|
$ |
328 |
|
For the third quarter of 2023, the Company
reported Net Income of $15 million, Adjusted EBITDA of $323
million, Cash from Operating Activities of $287 million, and CAFD
of $156 million. Net Income decreased versus 2022 primarily due to
non-cash tax expenses from allocations of taxable earnings and
losses from HLBV method accounting. Adjusted EBITDA results in the
third quarter were in-line with 2022 as lower renewable production
at certain sites and the expiration of certain tolling agreements
in the Conventional fleet was offset by the contribution of growth
investments. CAFD results in the third quarter of 2023 were in-line
with 2022 as lower renewable production at certain sites was offset
by the contribution of growth investments.
Operational Performance
Table 4: Selected Operating
Results1
(MWh in thousands) |
|
Three Months Ended |
|
Nine Months Ended |
|
|
9/30/23 |
|
9/30/22 |
|
9/30/23 |
|
9/30/22 |
Conventional Equivalent Availability Factor |
|
97.9 |
% |
|
93.9 |
% |
|
87.5 |
% |
|
92.5 |
% |
Solar MWh generated/sold |
|
1,822 |
|
|
1,473 |
|
|
4,232 |
|
|
4,071 |
|
Wind MWh generated/sold |
|
2,085 |
|
|
1,894 |
|
|
7,262 |
|
|
7,031 |
|
Renewables generated/sold2 |
|
3,907 |
|
|
3,367 |
|
|
11,494 |
|
|
11,102 |
|
In the third quarter of 2023, availability at the
Conventional segment was higher than the third quarter of 2022
primarily due to forced outages in 2022. Generation in the
Renewables segment during the third quarter of 2023 was 16% higher
than the third quarter of 2022 primarily due to the contribution of
growth investments.
________________________1 Excludes equity method
investments 2 Generation sold excludes MWh that are reimbursable
for economic curtailment
Liquidity and Capital
Resources
Table 5: Liquidity
($ millions) |
|
9/30/2023 |
|
12/31/2022 |
Cash and Cash Equivalents: |
|
|
|
|
Clearway Energy, Inc. and Clearway Energy LLC, excluding
subsidiaries |
|
$ |
441 |
|
|
$ |
536 |
|
Subsidiaries |
|
|
125 |
|
|
|
121 |
|
Restricted Cash: |
|
|
|
|
Operating accounts |
|
|
160 |
|
|
|
109 |
|
Reserves, including debt service, distributions, performance
obligations and other reserves |
|
|
430 |
|
|
|
230 |
|
Total Cash |
|
$ |
1,156 |
|
|
$ |
996 |
|
Revolving credit facility availability |
|
|
489 |
|
|
|
370 |
|
Total Liquidity |
|
$ |
1,645 |
|
|
$ |
1,366 |
|
Total liquidity as of September 30, 2023,
was $1,645 million, which was $279 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 and additional project level
restricted cash associated with growth investments, partially
offset by the execution of growth investments.
As of September 30, 2023, the Company's
liquidity included $590 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 September 30,
2023, these restricted funds were comprised of $160 million
designated to fund operating expenses, approximately $316 million
designated for current debt service payments, and $85 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 and Strategic
Announcements
Texas Solar Nova 1 and Texas Solar Nova
2
On August 30, 2023, the Company, through an
indirect subsidiary, entered into an agreement to acquire interests
in Texas Solar Nova 1 and Texas Solar Nova 2, 452 MW of solar
projects under construction in Kent County, Texas, upon the
projects meeting certain milestones. Upon achieving commercial
operations the projects are underpinned by power purchase
agreements with creditworthy counterparties with a weighted average
contract duration of approximately 18 years. The Company expects to
invest approximately $40 million, subject to closing adjustments.
Commercial operations of the facilities and the Company’s
investment are expected to occur between the fourth quarter of 2023
and first half of 2024. The Company expects the projects to
contribute asset CAFD on a five-year average annual basis of
approximately $4 million beginning January 1, 2025.
Enhanced Offer to Invest in Dan's
Mountain Wind
On October 16, 2023, Clearway Group provided an
updated offer providing the Company the opportunity to own 100%
cash equity interest in a 55 MW wind project located in Allegany
County, Maryland that is expected to reach commercial operations in
the first half of 2025. The potential corporate capital commitment
for the investment is expected to be approximately $86 million. The
investment is subject to negotiation, both with Clearway Group and
the review and approval by the Company’s Independent Directors.
Offer to Invest in 572
MW of Solar Plus Storage Projects
On October 16, 2023, Clearway Group offered the
Company opportunities to enter into partnership arrangements to own
cash equity interests in 572 MW of solar plus storage projects that
are expected to reach commercial operations in 2025. The potential
corporate capital commitment for the investments are expected to be
approximately $105 million. The investments are subject to
negotiation both with Clearway Group, and the review and approval
by the Company’s Independent Directors.
Resource Adequacy
Agreements
During the third quarter, the Company signed
contracts with California Load Serving Entities to sell Resource
Adequacy for the following assets:
- Marsh Landing: The Company
contracted with a load serving entity to sell approximately 400 MW
of Resource Adequacy commencing September 2026 and ending December
2027. As of the end of the third quarter, 100% of Marsh Landing's
net qualifying capacity is contracted through 2026. 63% of the
project’s net qualifying capacity is contracted in 2027 at terms
providing for higher project level CAFD in 2027 relative to current
run-rate expectations.
- El Segundo: The Company contracted
with a load serving entity to sell approximately 274 MW of Resource
Adequacy commencing August 2026 and ending December 2027. As of the
end of the third quarter, 100% of El Segundo's net qualifying
capacity is contracted through 2026. Approximately 50% of the
project’s net qualifying capacity is contracted in 2027 at terms
providing for higher project level CAFD in 2027 relative to current
run-rate expectations.
Quarterly Dividend
On November 1, 2023, Clearway Energy,
Inc.’s Board of Directors declared a quarterly dividend on Class A
and Class C common stock of $0.3964 per share payable on
December 15, 2023, to stockholders of record as of
December 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 and energy 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
The Company is reiterating its 2023 full year
CAFD guidance range of $330 million to $360 million.
The Company is initiating 2024 full year CAFD
guidance of $395 million. The Company’s 2024 financial guidance
factors in the contribution of committed growth investments based
on current expected closing timelines. 2024 CAFD guidance does not
factor in the timing of when CAFD is realized from new growth
investments pursuant to 5-year averages beyond 2024. 2024 financial
guidance is based on median renewable energy production estimates
for the full year.
Earnings Conference Call
On November 2, 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, impacts
related to COVID-19 (including any variant of the virus) or any
other pandemic, 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,
November 2, 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:Akil
Marshinvestor.relations@clearwayenergy.com609-608-1500 |
Media: Zadie Oleksiw media@clearwayenergy.com
202-836-5754 |
|
|
|
|
CLEARWAY ENERGY, INC.CONSOLIDATED
STATEMENTS OF INCOME(Unaudited) |
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
(In millions, except per share amounts) |
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Operating Revenues |
|
|
|
|
|
|
|
Total operating revenues |
$ |
371 |
|
|
$ |
340 |
|
|
$ |
1,065 |
|
|
$ |
922 |
|
Operating Costs and Expenses |
|
|
|
|
|
|
|
Cost of operations, exclusive of depreciation, amortization and
accretion shown separately below |
|
134 |
|
|
|
98 |
|
|
|
360 |
|
|
|
338 |
|
Depreciation, amortization and accretion |
|
133 |
|
|
|
129 |
|
|
|
389 |
|
|
|
379 |
|
General and administrative |
|
9 |
|
|
|
8 |
|
|
|
28 |
|
|
|
31 |
|
Transaction and integration costs |
|
1 |
|
|
|
— |
|
|
|
3 |
|
|
|
5 |
|
Development costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Total operating costs and expenses |
|
277 |
|
|
|
235 |
|
|
|
780 |
|
|
|
755 |
|
Gain on sale of business |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,291 |
|
Operating
Income |
|
94 |
|
|
|
105 |
|
|
|
285 |
|
|
|
1,458 |
|
Other Income (Expense) |
|
|
|
|
|
|
|
Equity in earnings of unconsolidated affiliates |
|
11 |
|
|
|
14 |
|
|
|
11 |
|
|
|
28 |
|
Other income, net |
|
15 |
|
|
|
5 |
|
|
|
32 |
|
|
|
10 |
|
Loss on debt extinguishment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
Interest expense |
|
(48 |
) |
|
|
(49 |
) |
|
|
(202 |
) |
|
|
(143 |
) |
Total other expense, net |
|
(22 |
) |
|
|
(30 |
) |
|
|
(159 |
) |
|
|
(107 |
) |
Income Before Income
Taxes |
|
72 |
|
|
|
75 |
|
|
|
126 |
|
|
|
1,351 |
|
Income tax expense |
|
57 |
|
|
|
13 |
|
|
|
67 |
|
|
|
237 |
|
Net
Income |
|
15 |
|
|
|
62 |
|
|
|
59 |
|
|
|
1,114 |
|
Less: Net income attributable to noncontrolling interests and
redeemable noncontrolling interests |
|
11 |
|
|
|
30 |
|
|
|
17 |
|
|
|
544 |
|
Net Income Attributable to Clearway Energy,
Inc. |
$ |
4 |
|
|
$ |
32 |
|
|
$ |
42 |
|
|
$ |
570 |
|
Earnings 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 |
|
|
|
35 |
|
|
|
35 |
|
Weighted average number of Class C common shares outstanding -
basic and diluted |
|
82 |
|
|
|
82 |
|
|
|
82 |
|
|
|
82 |
|
Earnings Per Weighted Average Class A and Class C Common
Share - Basic and
Diluted |
$ |
0.03 |
|
|
$ |
0.28 |
|
|
$ |
0.36 |
|
|
$ |
4.89 |
|
Dividends Per Class A Common Share
|
$ |
0.3891 |
|
|
$ |
0.3604 |
|
|
$ |
1.1454 |
|
|
$ |
1.0608 |
|
Dividends Per Class C Common Share
|
$ |
0.3891 |
|
|
$ |
0.3604 |
|
|
$ |
1.1454 |
|
|
$ |
1.0608 |
|
|
CLEARWAY ENERGY, INC.CONSOLIDATED
STATEMENTS OF COMPREHENSIVE
INCOME(Unaudited) |
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
(In millions) |
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Net
Income |
$ |
15 |
|
|
$ |
62 |
|
|
$ |
59 |
|
|
$ |
1,114 |
|
Other Comprehensive Income |
|
|
|
|
|
|
|
Unrealized gain on derivatives and changes in accumulated OCI/OCL,
net of income tax expense, of $1, $3, $1 and $6 |
|
8 |
|
|
|
11 |
|
|
|
8 |
|
|
|
31 |
|
Other comprehensive income |
|
8 |
|
|
|
11 |
|
|
|
8 |
|
|
|
31 |
|
Comprehensive
Income |
|
23 |
|
|
|
73 |
|
|
|
67 |
|
|
|
1,145 |
|
Less: Comprehensive income attributable to noncontrolling interests
and redeemable noncontrolling interests |
|
17 |
|
|
|
37 |
|
|
|
23 |
|
|
|
563 |
|
Comprehensive Income Attributable to Clearway Energy,
Inc. |
$ |
6 |
|
|
$ |
36 |
|
|
$ |
44 |
|
|
$ |
582 |
|
|
CLEARWAY ENERGY, INC.CONSOLIDATED BALANCE
SHEETS |
|
(In millions, except shares) |
September 30, 2023 |
|
December 31, 2022 |
ASSETS |
(Unaudited) |
|
|
Current Assets |
|
|
|
Cash and cash equivalents |
$ |
566 |
|
|
$ |
657 |
|
Restricted cash |
|
590 |
|
|
|
339 |
|
Accounts receivable — trade |
|
196 |
|
|
|
153 |
|
Inventory |
|
55 |
|
|
|
47 |
|
Derivative instruments |
|
51 |
|
|
|
26 |
|
Note receivable — affiliate |
|
215 |
|
|
|
— |
|
Prepayments and other current assets |
|
61 |
|
|
|
54 |
|
Total current assets |
|
1,734 |
|
|
|
1,276 |
|
Property, plant and equipment, net |
|
8,025 |
|
|
|
7,421 |
|
Other Assets |
|
|
|
Equity investments in affiliates |
|
373 |
|
|
|
364 |
|
Intangible assets for power purchase agreements, net |
|
2,352 |
|
|
|
2,488 |
|
Other intangible assets, net |
|
72 |
|
|
|
77 |
|
Derivative instruments |
|
132 |
|
|
|
63 |
|
Right-of-use assets, net |
|
569 |
|
|
|
527 |
|
Other non-current assets |
|
113 |
|
|
|
96 |
|
Total other assets |
|
3,611 |
|
|
|
3,615 |
|
Total
Assets |
$ |
13,370 |
|
|
$ |
12,312 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
Current Liabilities |
|
|
|
Current portion of long-term debt |
$ |
522 |
|
|
$ |
322 |
|
Accounts payable — trade |
|
73 |
|
|
|
55 |
|
Accounts payable — affiliates |
|
72 |
|
|
|
22 |
|
Derivative instruments |
|
54 |
|
|
|
50 |
|
Accrued interest expense |
|
41 |
|
|
|
54 |
|
Accrued expenses and other current liabilities |
|
82 |
|
|
|
114 |
|
Total current liabilities |
|
844 |
|
|
|
617 |
|
Other Liabilities |
|
|
|
Long-term debt |
|
6,995 |
|
|
|
6,491 |
|
Deferred income taxes |
|
152 |
|
|
|
119 |
|
Derivative instruments |
|
271 |
|
|
|
303 |
|
Long-term lease liabilities |
|
601 |
|
|
|
548 |
|
Other non-current liabilities |
|
239 |
|
|
|
201 |
|
Total other liabilities |
|
8,258 |
|
|
|
7,662 |
|
Total
Liabilities |
|
9,102 |
|
|
|
8,279 |
|
Redeemable noncontrolling interest in
subsidiaries |
|
18 |
|
|
|
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);
202,075,237 shares issued and outstanding (Class A 34,613,853,
Class B 42,738,750, Class C 82,385,884, Class D 42,336,750) at
September 30, 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 |
|
1,728 |
|
|
|
1,761 |
|
Retained earnings |
|
370 |
|
|
|
463 |
|
Accumulated other comprehensive income |
|
11 |
|
|
|
9 |
|
Noncontrolling interest |
|
2,140 |
|
|
|
1,792 |
|
Total Stockholders’
Equity |
|
4,250 |
|
|
|
4,026 |
|
Total Liabilities and Stockholders’
Equity |
|
13,370 |
|
|
|
12,312 |
|
|
CLEARWAY ENERGY, INC.CONSOLIDATED
STATEMENTS OF CASH FLOWS (Unaudited) |
|
|
Nine months ended September 30, |
(In millions) |
|
2023 |
|
|
|
2022 |
|
Cash Flows from Operating Activities |
|
|
|
Net
Income |
$ |
59 |
|
|
$ |
1,114 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
Equity in earnings of unconsolidated affiliates |
|
(11 |
) |
|
|
(28 |
) |
Distributions from unconsolidated affiliates |
|
17 |
|
|
|
25 |
|
Depreciation, amortization and accretion |
|
389 |
|
|
|
379 |
|
Amortization of financing costs and debt discounts |
|
9 |
|
|
|
10 |
|
Amortization of intangibles |
|
139 |
|
|
|
123 |
|
Loss on debt extinguishment |
|
— |
|
|
|
2 |
|
Gain on sale of business |
|
— |
|
|
|
(1,291 |
) |
Reduction in carrying amount of right-of-use assets |
|
11 |
|
|
|
10 |
|
Changes in deferred income taxes |
|
49 |
|
|
|
207 |
|
Changes in derivative instruments and amortization of accumulated
OCI/OCL |
|
(64 |
) |
|
|
77 |
|
Cash used in changes in other working capital: |
|
|
|
Changes in prepaid and accrued liabilities for tolling
agreements |
|
(23 |
) |
|
|
24 |
|
Changes in other working capital |
|
(79 |
) |
|
|
(45 |
) |
Net Cash Provided by Operating
Activities |
|
496 |
|
|
|
607 |
|
Cash Flows from Investing Activities |
|
|
|
Acquisition of Drop Down Assets, net of cash acquired |
|
100 |
|
|
|
(51 |
) |
Acquisition of Capistrano Wind Portfolio, net of cash acquired |
|
— |
|
|
|
(223 |
) |
Increase in note receivable — affiliate |
|
(215 |
) |
|
|
— |
|
Capital expenditures |
|
(143 |
) |
|
|
(95 |
) |
Return of investment from unconsolidated affiliates |
|
14 |
|
|
|
12 |
|
Investments in unconsolidated affiliates |
|
(28 |
) |
|
|
— |
|
Proceeds from sale of business |
|
— |
|
|
|
1,457 |
|
Other |
|
1 |
|
|
|
— |
|
Net Cash (Used in) Provided by Investing
Activities |
|
(271 |
) |
|
|
1,100 |
|
Cash Flows from Financing
Activities |
|
|
|
Contributions from (distributions to) noncontrolling interests,
net |
|
294 |
|
|
|
(14 |
) |
Payments of dividends and distributions |
|
(231 |
) |
|
|
(214 |
) |
Distributions to CEG of escrowed amounts |
|
— |
|
|
|
(64 |
) |
Tax-related distributions |
|
(21 |
) |
|
|
(8 |
) |
Proceeds from the revolving credit facility |
|
— |
|
|
|
80 |
|
Payments for the revolving credit facility |
|
— |
|
|
|
(325 |
) |
Proceeds from the issuance of long-term debt |
|
293 |
|
|
|
219 |
|
Payments of debt issuance costs |
|
(14 |
) |
|
|
(4 |
) |
Payments for long-term debt |
|
(384 |
) |
|
|
(868 |
) |
Other |
|
(2 |
) |
|
|
(7 |
) |
Net Cash Used in Financing
Activities |
|
(65 |
) |
|
|
(1,205 |
) |
Net Increase in Cash, Cash Equivalents and Restricted
Cash |
|
160 |
|
|
|
502 |
|
Cash, Cash Equivalents and Restricted Cash at Beginning of
Period |
|
996 |
|
|
|
654 |
|
Cash, Cash Equivalents and Restricted Cash at End of
Period |
$ |
1,156 |
|
|
$ |
1,156 |
|
|
CLEARWAY ENERGY, INC.CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITYFor the Nine
Months Ended September 30,
2023(Unaudited) |
|
(In millions) |
Preferred Stock |
|
Common Stock |
|
Additional Paid-In
Capital |
|
Retained Earnings |
|
Accumulated Other
Comprehensive Income |
|
Noncontrolling Interest |
|
Total Stockholders’
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 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
|
38 |
|
|
|
— |
|
|
|
40 |
|
|
|
78 |
|
Unrealized gain on derivatives and changes in accumulated OCI, net
of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
Distributions to CEG, net of contributions, cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
(4 |
) |
Distributions to noncontrolling interests, net of contributions,
cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
|
(5 |
) |
Tax-related distributions |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19 |
) |
|
|
(19 |
) |
Stock-based compensation |
|
— |
|
|
— |
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Common stock dividends and distributions to CEG unit holders |
|
— |
|
|
— |
|
|
— |
|
|
|
(45 |
) |
|
|
— |
|
|
|
(32 |
) |
|
|
(77 |
) |
Other |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
Balances at June 30,
2023 |
|
— |
|
|
1 |
|
|
1,718 |
|
|
|
412 |
|
|
|
9 |
|
|
|
1,987 |
|
|
|
4,127 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
6 |
|
|
|
10 |
|
Unrealized gain on derivatives and changes in accumulated OCI, net
of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
6 |
|
|
|
8 |
|
Distributions to CEG, cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
Contributions from noncontrolling interests, net of distributions,
cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12 |
|
|
|
12 |
|
Distributions to noncontrolling interests, non-cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
(7 |
) |
Tax-related distributions |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(2 |
) |
Transfer of assets under common control |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
171 |
|
|
|
171 |
|
Non-cash adjustments for change in tax basis |
|
— |
|
|
— |
|
|
8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8 |
|
Stock-based compensation |
|
— |
|
|
— |
|
|
2 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Common stock dividends and distributions to CEG unit holders |
|
— |
|
|
— |
|
|
— |
|
|
|
(45 |
) |
|
|
— |
|
|
|
(33 |
) |
|
|
(78 |
) |
Other |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
Balances at September 30,
2023 |
$ |
— |
|
$ |
1 |
|
$ |
1,728 |
|
|
$ |
370 |
|
|
$ |
11 |
|
|
$ |
2,140 |
|
|
$ |
4,250 |
|
|
CLEARWAY ENERGY, INC.CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITYFor the Nine
Months Ended September 30,
2022(Unaudited) |
|
(In millions) |
Preferred Stock |
|
Common Stock |
|
Additional Paid-In
Capital |
|
(Accumulated Deficit) Retained Earnings |
|
Accumulated Other
Comprehensive (Loss) Income |
|
Noncontrolling Interest |
|
Total Stockholders’
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 OCI, 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 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
|
570 |
|
|
|
— |
|
|
|
575 |
|
|
|
1,145 |
|
Unrealized gain on derivatives and changes in accumulated OCI, net
of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
4 |
|
|
|
6 |
|
Distributions to CEG, net of contributions, cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20 |
) |
|
|
(20 |
) |
Distributions to noncontrolling interests, net of contributions,
cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10 |
) |
|
|
(10 |
) |
Non-cash adjustments for change in tax basis |
|
— |
|
|
— |
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Stock based compensation |
|
— |
|
|
— |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Common stock dividends and distributions to CEG unit holders |
|
— |
|
|
— |
|
|
(41 |
) |
|
|
— |
|
|
|
— |
|
|
|
(30 |
) |
|
|
(71 |
) |
Balances at June 30,
2022 |
$ |
— |
|
$ |
1 |
|
$ |
1,785 |
|
|
$ |
505 |
|
|
$ |
2 |
|
|
$ |
1,896 |
|
|
$ |
4,189 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
|
32 |
|
|
|
— |
|
|
|
27 |
|
|
|
59 |
|
Unrealized gain on derivatives and changes in accumulated OCI, net
of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
7 |
|
|
|
11 |
|
Distributions to CEG, non-cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
(4 |
) |
Contributions from CEG, net of distributions, cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
7 |
|
Tax-related distributions |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8 |
) |
|
|
(8 |
) |
Distributions to noncontrolling interests, net of contributions,
cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14 |
) |
|
|
(14 |
) |
Stock-based compensation |
|
— |
|
|
— |
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Capistrano Wind Portfolio Acquisition |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
7 |
|
|
|
11 |
|
Kawailoa Sale to Clearway Renew LLC |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(69 |
) |
|
|
(69 |
) |
Common stock dividends and distributions to CEG unit holders |
|
— |
|
|
— |
|
|
— |
|
|
|
(42 |
) |
|
|
— |
|
|
|
(31 |
) |
|
|
(73 |
) |
Balances at September 30,
2022 |
$ |
— |
|
$ |
1 |
|
$ |
1,786 |
|
|
$ |
494 |
|
|
$ |
10 |
|
|
$ |
1,818 |
|
|
$ |
4,109 |
|
Appendix Table A-1: Three
Months Ended September 30, 2023, Segment Adjusted
EBITDA Reconciliation The 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) |
|
$ |
38 |
|
|
$ |
62 |
|
|
$ |
— |
|
|
$ |
(85 |
) |
|
$ |
15 |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
57 |
|
|
|
57 |
|
Interest Expense, net |
|
|
7 |
|
|
|
8 |
|
|
|
— |
|
|
|
19 |
|
|
|
34 |
|
Depreciation, Amortization, and ARO |
|
|
33 |
|
|
|
100 |
|
|
|
— |
|
|
|
— |
|
|
|
133 |
|
Contract Amortization |
|
|
5 |
|
|
|
42 |
|
|
|
— |
|
|
|
— |
|
|
|
47 |
|
Mark to Market (MtM) (Gain)/Loss on economic hedges |
|
|
(3 |
) |
|
|
21 |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
Transaction and integration costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
Other non-recurring |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
3 |
|
|
|
13 |
|
|
|
— |
|
|
|
— |
|
|
|
16 |
|
Non-Cash Equity Compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
Adjusted EBITDA |
|
$ |
84 |
|
|
$ |
246 |
|
|
$ |
— |
|
|
$ |
(7 |
) |
|
$ |
323 |
|
Appendix Table A-2: Three
Months Ended September 30, 2022, Segment Adjusted
EBITDA Reconciliation The 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) |
|
$ |
41 |
|
|
$ |
62 |
|
|
$ |
— |
|
|
$ |
(41 |
) |
|
$ |
62 |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13 |
|
|
|
13 |
|
Interest Expense, net |
|
|
11 |
|
|
|
14 |
|
|
|
— |
|
|
|
20 |
|
|
|
45 |
|
Depreciation, Amortization, and ARO |
|
|
33 |
|
|
|
96 |
|
|
|
— |
|
|
|
— |
|
|
|
129 |
|
Contract Amortization |
|
|
6 |
|
|
|
36 |
|
|
|
— |
|
|
|
— |
|
|
|
42 |
|
Mark to Market (MtM) (Gain)/Loss on economic hedges |
|
|
— |
|
|
|
17 |
|
|
|
— |
|
|
|
— |
|
|
|
17 |
|
Other non-recurring |
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
3 |
|
|
|
10 |
|
|
|
— |
|
|
|
— |
|
|
|
13 |
|
Adjusted EBITDA |
|
$ |
94 |
|
|
$ |
236 |
|
|
$ |
— |
|
|
$ |
(8 |
) |
|
$ |
322 |
|
Appendix Table A-3: Nine
Months Ended September 30, 2023, Segment Adjusted
EBITDA Reconciliation The 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) |
|
$ |
99 |
|
|
$ |
112 |
|
|
$ |
— |
|
|
$ |
(152 |
) |
|
$ |
59 |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
67 |
|
|
|
67 |
|
Interest Expense, net |
|
|
24 |
|
|
|
91 |
|
|
|
— |
|
|
|
55 |
|
|
|
170 |
|
Depreciation, Amortization, and ARO |
|
|
98 |
|
|
|
291 |
|
|
|
— |
|
|
|
— |
|
|
|
389 |
|
Contract Amortization |
|
|
16 |
|
|
|
125 |
|
|
|
— |
|
|
|
— |
|
|
|
141 |
|
Mark to Market (MtM) (Gain)/Loss on economic hedges |
|
|
(3 |
) |
|
|
(24 |
) |
|
|
— |
|
|
|
— |
|
|
|
(27 |
) |
Transaction and Integration costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
3 |
|
Other Non-recurring |
|
|
(7 |
) |
|
|
5 |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
9 |
|
|
|
45 |
|
|
|
— |
|
|
|
— |
|
|
|
54 |
|
Non-Cash Equity Compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
3 |
|
Adjusted EBITDA |
|
$ |
236 |
|
|
$ |
645 |
|
|
$ |
— |
|
|
$ |
(24 |
) |
|
$ |
857 |
|
Appendix Table A-4: Nine
Months Ended September 30, 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) |
|
$ |
121 |
|
|
$ |
26 |
|
|
$ |
17 |
|
|
$ |
950 |
|
|
$ |
1,114 |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
237 |
|
|
|
237 |
|
Interest Expense, net |
|
|
29 |
|
|
|
32 |
|
|
|
6 |
|
|
|
70 |
|
|
|
137 |
|
Depreciation, Amortization, and ARO |
|
|
99 |
|
|
|
280 |
|
|
|
— |
|
|
|
— |
|
|
|
379 |
|
Contract Amortization |
|
|
18 |
|
|
|
107 |
|
|
|
— |
|
|
|
— |
|
|
|
125 |
|
Loss on Debt Extinguishment |
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Mark to Market (MtM) (Gain)/Loss on economic hedges |
|
|
— |
|
|
|
195 |
|
|
|
— |
|
|
|
— |
|
|
|
195 |
|
Transaction and Integration costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
|
5 |
|
Other Non-recurring |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
(1,291 |
) |
|
|
(1,289 |
) |
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
9 |
|
|
|
32 |
|
|
|
— |
|
|
|
— |
|
|
|
41 |
|
Non-Cash Equity Compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
Adjusted EBITDA |
|
$ |
277 |
|
|
$ |
675 |
|
|
$ |
23 |
|
|
$ |
(27 |
) |
|
$ |
948 |
|
Appendix Table A-5: Cash Available for
Distribution Reconciliation The following table summarizes
the calculation of Cash Available for Distribution and provides a
reconciliation to Cash from Operating Activities:
|
Three Months Ended |
|
Nine Months Ended |
($ in millions) |
9/30/23 |
|
9/30/22 |
|
9/30/23 |
|
9/30/22 |
Adjusted EBITDA |
$ |
323 |
|
|
$ |
322 |
|
|
$ |
857 |
|
|
$ |
948 |
|
Cash interest paid |
|
(89 |
) |
|
|
(95 |
) |
|
|
(237 |
) |
|
|
(254 |
) |
Changes in prepaid and accrued liabilities for tolling
agreements |
|
33 |
|
|
|
98 |
|
|
|
(23 |
) |
|
|
24 |
|
Adjustments to reflect sale-type leases and payments for lease
expenses |
|
2 |
|
|
|
1 |
|
|
|
5 |
|
|
|
4 |
|
Pro-rata Adjusted EBITDA from unconsolidated affiliates |
|
(28 |
) |
|
|
(28 |
) |
|
|
(64 |
) |
|
|
(69 |
) |
Distributions from unconsolidated affiliates |
|
6 |
|
|
|
8 |
|
|
|
17 |
|
|
|
25 |
|
Changes in working capital and other |
|
40 |
|
|
|
22 |
|
|
|
(59 |
) |
|
|
(71 |
) |
Cash from Operating Activities |
|
287 |
|
|
|
328 |
|
|
|
496 |
|
|
|
607 |
|
Changes in working capital and other |
|
(40 |
) |
|
|
(22 |
) |
|
|
59 |
|
|
|
71 |
|
Development Expenses3 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Return of investment from unconsolidated affiliates |
|
4 |
|
|
|
6 |
|
|
|
14 |
|
|
|
12 |
|
Net contributions (to)/from non-controlling interest4 |
|
(8 |
) |
|
|
(12 |
) |
|
|
(28 |
) |
|
|
(32 |
) |
Maintenance capital expenditures |
|
(9 |
) |
|
|
(4 |
) |
|
|
(22 |
) |
|
|
(16 |
) |
Principal amortization of indebtedness5 |
|
(78 |
) |
|
|
(147 |
) |
|
|
(230 |
) |
|
|
(321 |
) |
Cash Available for Distribution before
Adjustments |
$ |
156 |
|
|
$ |
149 |
|
|
$ |
289 |
|
|
$ |
323 |
|
2022 Net Impact of Capistrano given timing of project debt
service |
|
— |
|
|
|
5 |
|
|
|
— |
|
|
|
5 |
|
Cash Available for Distribution6 |
$ |
156 |
|
|
$ |
154 |
|
|
$ |
289 |
|
|
$ |
328 |
|
________________________3 Primarily related to
Thermal Development Expenses 4 2023 excludes $250 million of net
contributions related to the funding of Rosamond Central Battery
Storage, Waiawa, and Daggett; 2022 excludes $50 million of
contributions related to the funding of Mesquite Sky, Black Rock,
and Mililani and $2 million of distributions related to release of
inverter reserves at Agua Caliente 5 2023 excludes $130 million for
the repayment of construction loans in connection with Waiawa and
Daggett, and $24 million for the repayment of balloon at Walnut
Creek Holdings; 2022 excludes $660 million for the repayment of the
Bridge Loan Facility and revolver payments, $186 million for the
refinancing of Tapestry Wind, Laredo Ridge, and Viento, and $27
million for the repayment of bridge loans in connection with
Mililani 6 Excludes income tax payments related to Thermal sale
Appendix Table A-6: Nine
Months Ended September 30, 2023, Sources and Uses
of Liquidity The following table summarizes the sources
and uses of liquidity in 2023:
|
|
Nine MonthsEnded |
($ in millions) |
|
9/30/23 |
Sources: |
|
|
Net cash provided by operating activities |
|
|
496 |
|
Contributions from (distributions to) noncontrolling interests,
net |
|
|
294 |
|
Proceeds from issuance of long-term debt |
|
|
293 |
|
Acquisition of Drop Down Assets, net of cash acquired |
|
|
100 |
|
Return of investment from unconsolidated affiliates |
|
|
14 |
|
|
|
|
Uses: |
|
|
Payments for long-term debt |
|
|
(384 |
) |
Payments of dividends and distributions |
|
|
(231 |
) |
Increase in note receivable — affiliate |
|
|
(215 |
) |
Capital expenditures |
|
|
(143 |
) |
Other net cash outflows |
|
|
(64 |
) |
|
|
|
Change in total cash, cash equivalents, and restricted
cash |
|
$ |
160 |
|
Appendix Table A-7: Adjusted EBITDA and Cash Available
for Distribution Guidance
($ in millions) |
2023 Full YearGuidance |
2024 Full YearGuidance |
Net Income |
95 - 120 |
|
90 |
|
Income Tax Expense |
20 - 25 |
|
20 |
|
Interest Expense, net |
300 |
|
330 |
|
Depreciation, Amortization, and ARO Expense |
620 |
|
680 |
|
Adjustment to reflect CWEN share of Adjusted EBITDA in
unconsolidated affiliates |
50 |
|
50 |
|
Non-Cash Equity Compensation |
5 |
|
5 |
|
Adjusted EBITDA |
1,090 - 1,120 |
|
1,175 |
|
Cash interest paid |
(300 |
) |
(310 |
) |
Changes in prepaid and accrued liabilities for tolling
agreements |
(32 |
) |
(5 |
) |
Adjustments to reflect sale-type leases and payments for lease
expenses |
10 |
|
10 |
|
Pro-rata Adjusted EBITDA from unconsolidated affiliates |
(85 |
) |
(85 |
) |
Cash distributions from unconsolidated affiliates7 |
45 |
|
45 |
|
Cash from Operating Activities |
728 - 758 |
|
830 |
|
Net distributions to non-controlling interest8 |
(60 |
) |
(100 |
) |
Maintenance capital expenditures |
(35 |
) |
(40 |
) |
Principal amortization of indebtedness9 |
(303 |
) |
(295 |
) |
Cash Available for Distribution10 |
330 - 360 |
|
395 |
|
Appendix Table A-8: Adjusted EBITDA and
Cash Available for Distribution Growth Projects
|
|
|
($ in millions) |
|
Texas Solar Nova 1&2 5 Year Ave.
2025-2029 |
Net Income |
|
— |
|
Interest Expense, net |
|
9 |
|
Depreciation, Amortization, and ARO Expense |
|
16 |
|
Adjusted EBITDA |
|
25 |
|
Cash interest paid |
|
(9 |
) |
Cash from Operating Activities |
|
16 |
|
Net distributions (to)/from non-controlling interest |
|
(5 |
) |
Principal amortization of indebtedness |
|
(7 |
) |
Estimated Cash Available for Distribution |
|
4 |
|
________________________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 activities 8 Includes tax equity proceeds
and distributions to tax equity partners 9 2023 excludes balloon
maturity payments; 2024 maturities assumed to be refinanced 10
Excludes income tax payments related to Thermal sale
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 September 30, 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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