UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

Form 6-K

 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of May, 2015
 
Commission File Number: 001-35530
 
BROOKFIELD RENEWABLE ENERGY
PARTNERS L.P.
(Translation of registrant’s name into English)
 
 

73 Front Street, 5th Floor
Hamilton HM 12
Bermuda
(Address of principal executive offices)

 
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
                          Form 20-F x          Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b) (1): o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b) (7): o
 
 
 
 

 
 
EXHIBIT LIST
 
 
Exhibit
 
99.1 Q1 2015 Interim Report
 
99.2 Interim Consolidated Financial Statements and Notes for the Three Months Ended March 31, 2015 and 2014
 
99.3 Management’s Discussion and Analysis for the Three Months Ended March 31, 2015 and 2014
 
99.4 Form 52-109F2 – Certification of Interim Filings – CEO
 
99.5 Form 52-109F2 – Certification of Interim Filings – CFO
 
 
 
 
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
   BROOKFIELD RENEWABLE ENERGY
   PARTNERS, L.P. by its general partner, Brookfield
   Renewable Partners Limited
   
   
   
 Date: May 6, 2015  By: /s/ Jane Sheere                            
   Name: Jane Sheere
   Title: Secretary
 
 
 



 

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 INTERIM REPORT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

     

Letter To Shareholders  

1

Generation and Financial Review for The Three Months Ended March 31, 2015

10

Analysis Of Consolidated Financial Statements and Other Information

18

Unaudited Interim Consolidated Financial Statements as at and for The Three  

 

 

Months Ended March 31, 2015

36

  

 


 

our operations

We operate our facilities through continental operating platforms in North America, Latin America and Europe which are designed to maintain and enhance the value of our assets, while cultivating positive relations with local stakeholders. We own and manage 208 hydroelectric generating stations, 37 wind facilities, two natural gas-fired plants and three biomass facilities. Overall, the assets we own or manage have 7,265 MW of generating capacity and annual generation of 25,562 GWh based on long-term averages. The table below outlines our portfolio as at March 31, 2015:

 

 

 

River

 

Generating

Capacity(1)

LTA(1)(2)

Storage

 

 

Systems

Facilities

Units

(MW)

(GWh)

(GWh)

Hydroelectric

 

 

 

 

 

 

 

 

 

 

 

 

 

North America(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

30

 

135

 

420

 

3,190

 

11,367

 

3,582

 

 

Canada

 

19

 

33

 

73

 

1,361

 

5,173

 

1,261

 

 

 

 

49

 

168

 

493

 

4,551

 

16,540

 

4,843

 

Latin America(4)

 

25

 

40

 

85

 

713

 

3,767

 

N/A

 

 

 

 

74

 

208

 

578

 

5,264

 

20,307

 

4,843

Wind

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

-

 

8

 

721

 

536

 

1,394

 

-

 

 

Canada

 

-

 

3

 

220

 

406

 

1,197

 

-

 

 

 

 

-

 

11

 

941

 

942

 

2,591

 

-

 

Latin America

 

-

 

5

 

75

 

150

 

602

 

-

 

Europe

 

-

 

21

 

265

 

574

 

1,475

 

-

 

 

 

 

-

 

37

 

1,281

 

1,666

 

4,668

 

-

Other(5)

 

-

 

5

 

11

 

335

 

587

 

-

 

 

74

 

250

 

1,870

 

7,265

 

25,562

 

4,843

(1)            Includes 100% of capacity and generation from equity-accounted investments.

(2)            Long-term average (“LTA”) is calculated on an annualized basis from the beginning of the year, regardless of the acquisition or commercial operation date.

(3)            Hydroelectric LTA is the expected average level of generation, as obtained from the results of a simulation based on historical inflow data performed over a period of typically 30 years.

(4)            Hydroelectric assets located in Brazil benefit from a market framework which levelizes generation risk across producers.

(5)            Includes two natural gas-fired plants in North America and three biomass facilities in Latin America.

  

 


 

The following table presents the annualized long-term average generation of our portfolio as at March 31, 2015 on a quarterly basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

GENERATION (GWh)(1)(2)

 

Q1

 

Q2

 

Q3

 

Q4

 

Total

Hydroelectric

 

 

 

 

 

 

 

 

 

 

 

North America(3)

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

3,213

 

3,239

 

2,114

 

2,801

 

11,367

 

 

Canada

 

1,229

 

1,580

 

1,162

 

1,202

 

5,173

 

 

 

 

4,442

 

4,819

 

3,276

 

4,003

 

16,540

 

Latin America(4)

 

1,000

 

945

 

893

 

929

 

3,767

 

 

 

 

5,442

 

5,764

 

4,169

 

4,932

 

20,307

Wind

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

311

 

468

 

341

 

274

 

1,394

 

 

Canada

 

324

 

292

 

238

 

343

 

1,197

 

 

 

 

635

 

760

 

579

 

617

 

2,591

 

Latin America

 

82

 

104

 

213

 

203

 

602

 

Europe

 

440

 

317

 

285

 

433

 

1,475

 

 

 

 

1,157

 

1,181

 

1,077

 

1,253

 

4,668

Other(5)

 

52

 

162

 

205

 

168

 

587

Total

 

6,651

 

7,107

 

5,451

 

6,353

 

25,562

(1)            Includes 100% of generation from equity-accounted investments.

(2)            LTA is calculated on an annualized basis from the beginning of the year, regardless of the acquisition or commercial operation date.

(3)            Hydroelectric LTA is the expected average level of generation, as obtained from the results of a simulation based on historical inflow data performed over a period of typically 30 years.

(4)            Hydroelectric assets in Brazil benefit from a market framework which levelizes generation risk across producers.

(5)            Includes two natural gas-fired plants in North America and three biomass facilities in Latin America.

  






Statement Regarding Forward-Looking Statements and Use of Non-IFRS Measures

 

This Interim Report contains  forward-looking information within the meaning of U.S. and Canadian securities laws. We may make such statements in this Interim Report, in other filings with the U.S. Securities and Exchange Commission (“SEC”) or in other communications with Canadian regulators - see “Cautionary Statement Regarding Forward-Looking Statements”. We make use of non-IFRS measures in this Interim Report  - see “Cautionary Statement Regarding Use Of Non-IFRS Measures”. This Interim Report, our Form 20-F  and additional information filed with the SEC and with securities regulators in Canada are available on our website at www.brookfieldrenewable.com, on the SEC’s website at www.sec.gov  or on SEDAR’s website at www.sedar.com.

  

 

 


 

BREP_FINAL_black

Letter to SHAREHOLDERS

Brookfield Renewable’s operations continued to perform well in the first quarter. Our operating teams preserved high reliability and availability metrics across their respective platforms while continuing to enhance the long-term value of our renewable assets and the many energy products and services we provide. While unfavourable hydrology in Brazil and the United States impacted our quarterly results, the prospects for continued growth in our core markets remains strong, as evidenced by recent portfolio acquisitions in South America and Europe, as well as rising price signals in North America.

Acquisition and Development

With the acquisition of more than 500 megawatts of capacity in South America and Europe since the beginning of the year and a robust acquisition and development pipeline, we are on track to meet our growth and investing objectives in 2015.

During the quarter, we substantially completed the acquisition of a 488 megawatt diversified portfolio in Brazil which has significantly expanded our operating capacity in the country while adding two new technologies to our Brazilian operation – wind and biomass. The portfolio includes a 120 megawatt hydroelectric facility, the acquisition of which is expected to be completed in the second quarter.

We also completed, with our institutional partners, the acquisition of a 123 megawatt operating wind portfolio in Portugal from a local developer. Comprised of two wind farms with expansion opportunities, this transaction adds high-quality renewable power assets to our growing European platform and provides a vantage point for further expansion within Iberia, a region with significant hydro, wind and solar investment potential. 

We continue to advance our development pipeline with the objective of bringing 500 to 750 megawatts of greenfield projects into operation over the next five years. We recently achieved full commissioning of two wind projects in Ireland totaling 125 megawatts, with another 12 megawatt facility on track to achieve commercial operation in the summer of 2015. In Brazil, construction has begun on a 28 megawatt hydro project and a 55 megawatt expansion of a biomass facility, both of which were acquired in recent transactions. In addition, our 25 megawatt Serra dos Cavalinhos hydroelectric project remains on scope, schedule and budget, and remains on track for commercial operation in Q1 2017.  

Over the long term, our ability to commercialize projects and de-risk cash flows can lead to significant enhancement of shareholder value. In that regard, fully contracted renewable energy assets, particularly in North America, are currently attracting very strong valuations. Accordingly, we are selectively exploring sale opportunities, such as in our wind portfolio, where we can crystallize very strong returns having maximized value over a relatively short period of time. 

Long-term Rising Price Environment

As we have highlighted previously, our strategy is to leverage our integrated operating platform to produce growing cash flows for our shareholders and deliver an annual total return in the range of 12-15% over the long term. This approach to value creation is three-fold: 1) manage and market our products and services to capture the upside of rising prices; 2) advance our high quality, proprietary development pipeline at premium returns; and 3) grow margins and reduce risk through strong internal operating expertise. This approach has proven successful in the past and gives us confidence that we can continue to meet our objectives for cash flow and distribution growth.

In North America, prices for both energy and capacity continue to trend higher relative to the cyclical lows experienced during the last few years. As a result, the merchant assets we have added to the business

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 1 


 

over the last three years are performing in line with our expectations and substantially above our underwritten cash flows. We have made good progress with our contracting initiatives, having successfully secured capacity contracts for our New England and PJM-based assets. Moreover, a number of jurisdictions, in which we have assets, are in the process of issuing requests for proposals for long-term energy or capacity contracts. We expect that in time, these will yield additional opportunities for our merchant assets as well as for the potential development of new projects.

Financial Results

Funds From Operations of $153 million in the quarter was below expectation due to lower inflows in the northeastern United States, and drought conditions in Brazil which led to lower assured energy levels across the country. While we expect current conditions in Brazil to persist through 2015, we have proactively reduced the contracted portion of our generation in Brazil to 80% entering the year, in anticipation of both weak hydrology and high prices. Given our conservative capitalization structure, high cash margins, and the relative size of our Brazil operations in our global portfolio, the impact to the overall business is relatively modest and will not affect our growth, distribution or investing plans. With a conservative balance sheet, we continue to plan and manage the business based on long-term averages, which mitigates the impact of the fluctuations that are an inevitable part of the hydrology cycle.

Looking Ahead

Looking ahead, we remain excited by the size and quality of our transaction pipeline. Whether the result of unsustainably low energy prices, underinvestment in new supply, legacy asset retirements, renewable power standards or other climate change objectives, each of our markets is characterized by drivers which are providing opportunities to grow and diversify. Our focus on direct origination and bilateral negotiations in many instances allows us to surface opportunities while bypassing competitive sales processes. 

Our liquidity position remains strong, aided by an ability to harvest low-cost sources of capital. During the quarter we raised C$400 million through the issuance of 10-year notes bearing an interest rate of 3.75%. We also completed the refinancing of a Canadian hydro facility which not only took place at an attractive rate of 2.95% but also unlocked $20 million in upfinancing proceeds. As indicated earlier, recent capacity auctions and rising energy prices are providing a strong backdrop to financing markets for power assets and as a result, we believe we are well positioned to surface an incremental $200-300 million annually from select assets over the next few years.

The diversified and robust nature of the business, with its multiple operating and growth levers, allows us to navigate short-term fluctuations while continuing to build long-term shareholder value.

We look forward to reporting on our progress throughout the year and thank you for your continued support.

 

Sincerely,

Description: Sign_RLegault copy

Richard Legault

Chief Executive Officer

 

May 6, 2015

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 2 


 

Our Competitive Strengths

Brookfield Renewable Energy Partners L.P. ("Brookfield Renewable") is the owner and operator of a diversified portfolio of high quality assets that produce electricity from renewable resources.

Our business model is to utilize our global reach to identify and acquire high quality renewable power generating assets at favorable valuations, finance them on a long-term, low-risk basis, and enhance the cash flows and values of these assets using our experienced operating teams to earn reliable, attractive, long-term total returns for the benefit of our shareholders.

One of the largest, listed pure-play renewable platforms. We own one of the world’s largest, publicly-traded, pure-play renewable power portfolios with approximately $20 billion in assets, 7,265 MW of installed capacity, and long-term average generation from operating assets of 25,562 GWh. Our portfolio includes 208 hydroelectric generating stations on 74 river systems, 37 wind facilities and three biomass facilities, diversified across 14 power markets in North America, Latin America and Europe.

                                                                         

 

Generation by Technology

 

Generation by Market

 

 

 

 

Focus on attractive hydroelectric asset class.  Our assets are predominantly hydroelectric and represent one of the longest life, lowest-cost and most environmentally-preferred forms of power generation. Our North American assets have the ability to store water in reservoirs approximating 29% of their annualized long-term average generation. Our assets in Brazil benefit from a framework in that country that levelizes generation risk across hydroelectric producers. The ability to store water in reservoirs in North America and to benefit from levelized generation in Brazil provides partial protection against short-term changes in water supply. As a result of our scale and the quality of our assets, we are competitively positioned compared to other listed renewable power platforms, providing significant scarcity value to investors.

Well positioned for global growth mandate. We have strong organic growth potential with an approximate 2,000 MW development pipeline spread across all of our operating jurisdictions, combined with the ability to capture operating efficiencies and the value of rising power prices for the market-based portion of our portfolio. Our organic growth is complemented by our strong acquisition ability. Over the last ten years, we have acquired or commissioned 86 hydroelectric assets totaling approximately 2,650 MW, 37 wind assets totaling approximately 1,670 MW and three biomass assets totaling 120 MW. For the three months ended March 31, 2015, we acquired or commissioned hydroelectric assets, wind assets and biomass assets that have an installed capacity of 43 MW, 398 MW and 120 MW, respectively. Our ability to develop and acquire assets is strengthened by our established operating and project development

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 3 


 

teams, strategic relationship with Brookfield Asset Management, and our strong liquidity and capitalization profile. We have, in the past, and may continue in the future to pursue the acquisition or development of assets through arrangements with institutional investors in Brookfield Asset Management sponsored or co-sponsored partnerships. 

Attractive distribution profile.  We pursue a strategy which we expect will provide for highly stable, predictable cash flows sourced from predominantly long-life hydroelectric assets ensuring an attractive distribution yield. We target a distribution payout ratio in the range of approximately 60% to 70% of Funds From Operations and a long-term distribution growth rate target to a range of 5% to 9% annually.

Stable, high quality cash flows with attractive long-term value for limited partnership unitholders.  We intend to maintain a highly stable, predictable cash flow profile sourced from a diversified portfolio of low operating cost, long-life hydroelectric and wind assets that sell electricity under long-term, fixed price contracts with creditworthy counterparties. Approximately 88% of our 2015 generation output is sold pursuant to power purchase agreements to public power authorities, load-serving utilities, industrial users or to affiliates of Brookfield Asset Management. The power purchase agreements for our assets have a weighted-average remaining duration of 17 years, providing long-term cash flow stability.

Strong financial profile. With approximately $20 billion of assets, our debt to total capitalization is 42% and approximately 77% of our borrowings are non-recourse to Brookfield Renewable. Corporate borrowings and subsidiary borrowings have weighted-average terms of approximately seven and ten years, respectively. Our available liquidity at quarter end includes approximately $1.3 billion of cash and cash equivalents and the available portions of credit facilities.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 4 


 

Management’s Discussion and Analysis

For the three months ended March 31, 2015

HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2015

Operating Results

The entire portfolio continued to maintain high availability and reliability with no material unplanned outages. Total generation was 5,823 GWh, compared to the long-term average of 6,516 GWh and to 5,711 GWh from the prior year. Revenues were $441 million, compared to $480 million in the prior year. Net income was $51 million, compared to $125 million in the prior year.

Adjusted EBITDA was $338 million, compared to $360 million in the prior year. Funds From Operations was $153 million, compared to $185 million in the prior year.

North America

·          The hydroelectric portfolio generated 3,763 GWh, below the long-term average of 3,995 GWh and a decrease from the prior year of 139 GWh. Lower generation levels in the United States were partly offset by the above long-term average inflows in our Canadian portfolio

·          The incremental generation and revenues from a full period’s contribution from the hydroelectric facilities acquired last year in Pennsylvania and Maine was 224 GWh and $20 million, respectively

·          The hydroelectric facility in British Columbia commissioned last year contributed 50 GWh and $7 million of revenues

·          The wind portfolio experienced lower wind conditions resulting in generation levels of 484 GWh, below the long-term average of 635 GWh and a decrease from prior year generation of 610 GWh

Latin America

·          The hydroelectric portfolio generated 739 GWh, below assured levels of 947 GWh and a decrease of 360 GWh from the prior year as a result of the continuing drought conditions in Brazil. The impact of the adverse conditions on our financial results was partly reduced by our participation in the balancing pool administered by the Brazilian government, and by maintaining a lower level of contracted generation 

Europe

·          The wind portfolio experienced higher wind conditions resulting in generation levels of 451 GWh, above the long-term average of 440 GWh.  The Irish wind facilities acquired last year contributed 360 GWh and $31 million of revenues, while the wind facilities acquired in Portugal in February 2015 contributed 91 GWh and $9 million of revenues

Growth and Development

Along with our institutional partners, we completed acquisitions of 436 MW in operating renewable power generation facilities and 102 MW of advanced renewable development projects:

·          313 MW operating renewable power generation portfolio in Brazil which comprises of 43 MW of hydroelectric, 150 MW of wind, and 120 MW of biomass generating capacity. The portfolio is expected to generate 1,264 GWh annually. We also acquired a 55 MW biomass development project expected to generate 186 GWh annually that will be fully commissioned in 2016. The acquisition of a 120 MW hydroelectric facility in Brazil, expected to generate 527 GWh annually, is expected to close in the second quarter of 2015

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 5 


 

·          123 MW wind portfolio in Portugal expected to generate 260 GWh annually

·          Two hydroelectric development projects in Brazil totalling 47 MW expected to generate 280 GWh annually and be fully commissioned in 2017.  These projects will begin development in 2015

We achieved full commissioning on 125 MW of wind facilities and continued construction on scope, schedule and budget on 37 MW of development projects:

·          Two Irish wind facilities totaling 125 MW, expected to generate 349 GWh annually, were fully commissioned

·          12 MW Irish wind development project, expected to generate 33 GWh annually, is on schedule to be fully commissioned in mid-2015

·          25 MW hydroelectric development project in Brazil, expected to generate 119 GWh annually, is on schedule to be fully commissioned in 2017

Brookfield Renewable retains an approximate 40% controlling interest in the above-noted acquisitions, recently commissioned facilities and development projects.

Liquidity and Capital Resources

Our available liquidity at quarter-end included approximately $1.3 billion of cash and cash equivalents and the available portions of credit facilities. Our debt to total capitalization is 42% and approximately 77% of our borrowings are non-recourse to Brookfield Renewable.

During the quarter, we completed the following financing initiatives:

·          Issued C$400 million ($317 million) of medium-term corporate notes, maturing in June 2025 at a fixed rate of 3.75%

·          Secured an 18-month extension on $75 million of debt associated with a portfolio of hydroelectric and wind facilities in the United States held through the Brookfield Americas Infrastructure Fund. The debt bears interest at LIBOR plus 2.75%, and matures in August 2016

·          Refinanced indebtedness associated with a 45 MW hydroelectric portfolio in British Columbia by issuing C$90 million ($76 million) of bonds with an interest rate of 2.95%, maturing in May 2023.

Corporate borrowings and subsidiary borrowings have weighted-average terms of approximately seven and ten years, respectively.

 

We increased LP Unitholder distributions to $1.66 per LP Unit on an annualized basis, an increase of 11 cents per LP Unit, which took effect with the distribution payable on March 31, 2015.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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HISTORICAL OPERATIONAL AND FINANCIAL INFORMATION

THREE MONTHS ENDED MARCH 31

2015

2014

(MILLIONS, EXCEPT AS NOTED)

 

 

Operational information:(1)

 

 

 

 

Capacity (MW)

 

7,265

 

6,057

Long-term average generation (GWh)(2)

 

6,516

 

5,770

Actual generation (GWh)(2)

 

5,823

 

5,711

Average revenue ($ per MWh)

 

 

 

76

 

84

Selected financial information:

 

 

 

 

Revenues

$

441

$

480

Adjusted EBITDA(3)

 

338

 

360

Funds From Operations(3)

 

153

 

185

Adjusted Funds From Operations(3)

 

138

 

171

Net income

 

51

 

125

Funds From Operations per LP Unit(3)(4)

 

0.56

 

0.70

Distributions per LP Unit(5)(6)

 

 

 

1.59

 

1.48

 

 

 

Mar 31

Dec 31

(MILLIONS, EXCEPT AS NOTED)

 

2015

 

2014

Balance sheet data:

 

 

 

Property, plant and equipment, at fair value

$

18,361

$

18,566

Equity-accounted investments

 

256

 

273

Total assets

 

19,685

 

19,849

 

 

 

 

 

 

 

Long-term debt and credit facilities

 

7,834

 

7,678

Deferred income tax liabilities

 

2,547

 

2,637

Total liabilities

 

11,130

 

10,968

 

 

 

 

 

 

 

Preferred equity

 

667

 

728

Participating non-controlling interests -

 

 

 

 

 

 in operating subsidiaries

 

2,323

 

2,062

General partnership interest in a holding

 

 

 

 

 

subsidiary held by Brookfield

 

54

 

59

Participating non-controlling interests -  in a

 

 

 

 

 

holding  subsidiary - Redeemable

 

 

 

 

 

/Exchangeable units held by Brookfield

 

2,617

 

2,865

Limited partners' equity

 

2,894

 

3,167

Total equity

 

8,555

 

8,881

Debt to total capitalization(7)

 

42%

 

40%

(1)       Includes 100% of capacity and generation from equity-accounted investments.

(2)       For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(3)       Non-IFRS measures. See “Cautionary Statement Regarding Use of Non-IFRS Measures”, “Financial Review by Segments for the Three Months Ended March 31, 2015”.

(4)       For the three months ended March 31, 2015, weighted average LP units, Redeemable/Exchangeable units and General Partnership units totaled 275.7 million (2014: 265.3 million).

(5)       Figure is based on last twelve months of operations.

(6)       Represents distributions per unit to holders of Redeemable/Exchangeable partnership units, LP Units and GP interest.

(7)       Total capitalization is calculated as total debt plus deferred income tax liabilities, net of deferred income tax assets, and equity.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 7 


 

This Management’s Discussion and Analysis for the three months ended March 31, 2015 is provided as of May 6, 2015. Unless the context indicates or requires otherwise, the terms “Brookfield Renewable”, “we”, “us”, and “our” mean Brookfield Renewable Energy Partners L.P. and its controlled entities.

Brookfield Renewable’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), which require estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as at the date of the financial statements and the amounts of revenue and expense during the reporting periods.

Certain comparative figures have been reclassified to conform to the current year’s presentation.

Unless otherwise indicated, all dollar amounts are expressed in United States (“U.S.”) dollars.

The ultimate partner of Brookfield Renewable is Brookfield Asset Management Inc. (“Brookfield Asset Management”). Brookfield Asset Management and its subsidiaries, other than Brookfield Renewable, are also individually and collectively referred to as Brookfield in this Management’s Discussion and Analysis.

PRESENTATION TO PUBLIC STAKEHOLDERS

Brookfield Renewable’s consolidated equity interests include the non-voting limited partnership units ("LP Units") held by public unitholders, Redeemable/Exchangeable partnership units in Brookfield Renewable Energy L.P. (“BRELP”), a holding subsidiary of Brookfield Renewable, held by Brookfield (“Redeemable/Exchangeable partnership units”), and a general partnership interest in BRELP held by Brookfield (“GP interest”). The LP Units and the Redeemable/Exchangeable partnership units have the same economic attributes in all respects, except that the Redeemable/Exchangeable partnership units provide Brookfield the right to request that their units be redeemed for cash consideration. In the event that Brookfield exercises this right, Brookfield Renewable has the right, at its sole discretion, to satisfy the redemption request with LP Units, rather than cash, on a one-for-one basis. Brookfield, as holder of Redeemable/Exchangeable partnership units, participates in earnings and distributions on a per unit basis equivalent to the per unit participation of the LP Units. As Brookfield Renewable, at its sole discretion, has the right to settle the obligation with LP Units, the Redeemable/Exchangeable partnership units are classified under equity, and not as a liability. 

Given the exchange feature referenced above, we are presenting LP Units, Redeemable/Exchangeable partnership units, and the GP interest as separate components of consolidated equity. This presentation does not impact the total income, per unit or share information, or total consolidated equity.

As at the date of this report, Brookfield owns an approximate 62% LP Unit interest, on a fully-exchanged basis, and all general partnership interests in Brookfield Renewable, representing a 0.01% interest, while the remaining  approximately 38% is held by the public.

Performance Measurement

We present our key financial metrics based on total results prior to distributions made to LP Unitholders, the Redeemable/Exchangeable Unitholders and holders of the GP interest. In addition, our operations are segmented by the type of power generation (Hydroelectric, Wind, and Other, which includes Co-gen and Biomass) with Hydroelectric and Wind further segmented by geography (North American, which is comprised of the United States and Canada segments; Latin America, which includes the former Brazil segment; and Europe), as that is how Brookfield Renewable’s Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer (collectively, the chief operating decision maker, or “CODM”) review our results, manage operations and allocate resources. Accordingly, we report our

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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results in accordance with these segments. Refer to Note 14 – Segmented information in our interim consolidated financial statements for further details.

One of our primary business objectives is to generate reliable and growing cash flows while minimizing risk for the benefit of all stakeholders. We monitor our performance in this regard through four key metrics — i) Net Income (loss), ii) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), iii) Funds From Operations,  and iv) Adjusted Funds From Operations.

It is important to highlight that Adjusted EBITDA, Funds From Operations, and Adjusted Funds From Operations do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other companies. We provide additional information on how we determine Adjusted EBITDA, Funds From Operations, and Adjusted Funds From Operations, and we provide reconciliations to net income and cash flows from operating activities. See “Financial Review by Segments for the Three Months Ended March 31, 2015”.

Net Income (Loss)

Net income (loss) is calculated in accordance with IFRS.

Adjusted EBITDA

Adjusted EBITDA means revenues less direct costs (including energy marketing costs), plus our share of cash earnings from equity-accounted investments and other income, before interest, income taxes, depreciation, management service costs and the cash portion of non-controlling interests.

Funds From Operations

Funds From Operations is defined as Adjusted EBITDA less interest, current income taxes and management service costs, which is then adjusted for the cash portion of non-controlling interests.

Our payout ratio is defined as distributions to Redeemable/Exchangeable partnership units, LP Units and the GP interest, including general partnership incentive distributions, divided by Funds From Operations.

Adjusted Funds From Operations

Adjusted Funds From Operations is defined as Funds From Operations less Brookfield Renewable’s share of adjusted sustaining capital expenditures (based on long-term sustaining capital expenditure plans).

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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GENERATION AND FINANCIAL REVIEW FOR THE THREE MONTHS ENDED MARCH 31, 2015

The following table reflects the actual and long-term average generation for the three months ended March 31:

 

 

 

 

 

 

 

Variance of Results

 

 

 

 

 

 

 

 

 

Actual vs.

 

Actual Generation(1)

LTA Generation(1)

Actual vs. LTA

Prior Year

GENERATION (GWh)

2015

2014

2015

2014

2015

2014

 

Hydroelectric

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

United States

2,535

2,591

3,213

2,794

(678)

(203)

(56)

 

 

Canada

1,502

1,311

1,229

1,193

273

118

191

 

 

 

4,037

3,902

4,442

3,987

(405)

(85)

135

 

Latin America

739

1,099

947

929

(208)

170

(360)

 

 

 

4,776

5,001

5,389

4,916

(613)

85

(225)

Wind

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

United States

203

273

311

311

(108)

(38)

(70)

 

 

Canada

281

337

324

324

(43)

13

(56)

 

 

 

484

610

635

635

(151)

(25)

(126)

 

Europe

451

  -

440

  -

11

  -

451

 

 

 

935

610

1,075

635

(140)

(25)

325

Other

112

100

52

219

60

(119)

12

Total(2)

5,823

5,711

6,516

5,770

(693)

(59)

112

(1)         For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(2)         Includes 100% of generation from equity-accounted investments.

We compare actual generation levels against the long-term average to highlight the impact of one of the important factors that affect the variability of our business results. In the short-term, we recognize that hydrology and wind conditions will vary from one period to the next; over time however, we expect our facilities will continue to produce in line with their long-term averages, which have proven to be reliable indicators of performance.

Our risk of a generation shortfall in Latin America continues to be minimized by participation in a hydrological balancing pool administered by the government of Brazil. This program mitigates hydrology risk by assuring that all participants receive, at any particular point in time, a balanced amount of electricity, irrespective of the actual volume of energy generated. The program reallocates energy, transferring surplus energy from those who generated an excess to those who generate less than their assured energy, up to the total generation within the pool. Periodically, low precipitation across the entire country’s system could result in a temporary reduction of generation available for sale which has been the case for the last twelve months. During these periods, we expect that a higher proportion of thermal generation would be needed to balance supply and demand in the country potentially leading to higher overall spot market prices. In anticipation of adverse hydrological conditions, we continue to maintain a lower level of contracted generation, thereby preserving optionality and flexibility in the portfolio and allowing us to capture increased revenues in times of strong power prices.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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The entire portfolio continued to maintain high availability and reliability with no material unplanned outages. Generation for the three months ended March 31, 2015 totaled 5,823 GWh, below the long-term average of 6,516 GWh, and an increase of 112 GWh as compared to the prior year. The generation from existing facilities on a consolidated basis decreased 613 GWh. This was partly mitigated by the non-controlling interests in certain facilities, reducing the impact on Brookfield Renewable to 490 GWh.

The hydroelectric portfolio generated 4,776 GWh, below the long-term average of 5,389 GWh and a decrease of 225 GWh compared to the prior year. 

·         Existing hydroelectric facilities generated 4,502 GWh, below the long-term average of 4,942 GWh and a decrease of 499 GWh as compared to the prior year. Higher inflows at our Canadian facilities were offset by the decrease in generation from our United States and Latin American facilities

·         The contribution from recently acquired or commissioned facilities resulted in incremental generation of 274 GWh

The wind portfolio generated 935 GWh, below the long-term average of 1,075 GWh and an increase of 325 GWh compared to the prior year.

·         Existing wind facilities generated 484 GWh, below the long-term average of 635 GWh, and a decrease of 126 GWh as compared to the prior year. The variance was caused by lower wind conditions across the North American portfolio

·         The contribution from recently acquired or commissioned facilities resulted in incremental generation of 451 GWh

Our 105 MW natural gas-fired facility in New York generated 112 GWh as we took advantage of prevailing power prices which were in excess of gas market prices.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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The following table reflects Adjusted EBITDA, Funds From Operations, Adjusted Funds From Operations, and provides a reconciliation to net income for the three months ended March 31:

(MILLIONS, EXCEPT AS NOTED)

 

 

 

 

2015

 

2014

Revenues

$

441

$

480

Other income

 

27

 

3

Share of cash earnings from equity-accounted investments

 

4

 

7

Direct operating costs

 

 

 

 

(134)

 

(130)

Adjusted EBITDA(1)

 

338

 

360

Interest expense – borrowings

 

(105)

 

(101)

Management service costs

 

(14)

 

(11)

Current income taxes

 

(5)

 

(8)

Less: cash portion of non-controlling interests

 

 

 

 

 

Preferred equity

 

(8)

 

(9)

    

Participating non-controlling interests - in operating subsidiaries

 

(53)

 

(46)

Funds From Operations(1)

 

153

 

185

Less: adjusted sustaining capital expenditures(2)

 

 

 

 

(15)

 

(14)

Adjusted Funds From Operations(1)

 

138

 

171

Add: cash portion of non-controlling interests

 

61

 

55

Add: adjusted sustaining capital expenditures

 

15

 

14

Other items:

 

 

 

 

   

Depreciation

 

(158)

 

(126)

   

Unrealized financial instruments loss

 

(8)

 

-

   

Share of non-cash loss from equity-accounted investments

 

(1)

 

(6)

Deferred income tax recovery (expense)

 

6

 

(2)

Other

 

(2)

 

19

Net income

$

51

$

125

 

 

 

 

 

Basic and diluted earnings per LP Unit(3)

$

0.10

$

0.29

(1)       Non-IFRS measures.  See “Cautionary Statement Regarding Use of Non-IFRS Measures” and “Financial Review by Segments for the Three Months Ended March 31, 2015”.

(2)       Based on long-term sustaining capital expenditure plans.

(3)       Average LP Units outstanding during the period totaled 143.4 million (2014: 133.0 million).

Net income is one important measure of profitability, in particular because it has a standardized meaning under IFRS. The presentation of net income on an IFRS basis for our business will often lead to the recognition of a loss or a year-over-year decrease in income even though the underlying cash flows generated by the assets are supported by strong margins and stable, long-term power purchase agreements. The primary reason for this is that we recognize a significantly higher level of depreciation for our assets than we are required to reinvest in the business as sustaining capital expenditures.

As a result, we also measure our financial results based on Adjusted EBITDA, Funds From Operations, and Adjusted Funds From Operations to provide readers with an assessment of the cash flow generated by our assets and the residual cash flow retained to fund distributions and growth initiatives.

Revenues totaled $441 million which represented a year-over-year decrease of $39 million. The year-over-year decrease in generation from our existing facilities in the United States, combined with a relatively lower pricing environment, resulted in a $35 million decrease in revenues. Higher generation in Canada and annual escalations in our power purchase agreements contributed $8 million.

In Latin America, revenues declined $29 million year-over-year due to the impact of the continued drought conditions.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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Annual escalations in our power purchase agreements partly offset the lower than average wind conditions across our existing wind portfolio, resulting in a year-over-year decrease in revenues of $13 million.

The growth in our hydroelectric and wind portfolios over the last 12 months resulted in incremental revenues of $27 million and $40 million, respectively.

Revenues from our co-generation facilities decreased $10 million, reflecting the temporary suspension of our facility in Ontario partly offset by the increased generation at our 105 MW facility in New York.

With 50% of our portfolio located in the United States, our foreign exchange exposure is limited. Canadian dollar and Euro exposure, representing 35% of the portfolio, is proactively managed through foreign currency contracts. The remaining 15% is exposed to the Brazilian Real, which is not hedged through foreign currency contracts due to high associated costs. However, the exposure is mitigated by the annual inflation-linked escalations in our power purchase agreements.

The average total revenue per MWh of $76 decreased $8 per MWh from the prior year, reflecting the impact of the relatively lower pricing environment and to a lesser extent the impact of the appreciation of the U.S. dollar.

Direct operating costs totaling $134 million represent a year-over-year increase of $4 million, reflecting the cost reduction effort at our North American and Latin American operations and the reduction in power purchased in the open market for our co-generation facilities. The growth in our portfolio resulted in incremental costs of $17 million.

Interest expense totaling $105 million represents a year-over-year increase of $4 million. The savings attributable to repayments in the normal course on existing subsidiary borrowings were partially offset by the issuance of C$400 million of medium-term corporate notes in the current quarter. Incremental borrowing costs of $14 million were attributable to the growth in our portfolio.

Management service costs totaling $14 million represent a year-over-year increase of $3 million, primarily attributable to the increase in the market value of our LP Units and the issuance of 10.25 million LP Units in 2014.

The cash portion of non-controlling interests totaling $61 million represents a year-over-year increase of $6 million. The increase of $20 million related to the growth in our portfolio was partly offset by the decrease in performance from certain existing assets in our portfolio.

Funds From Operations totaling $153 million (2014: $185 million) reflects the variances noted above, and incorporates growth of $7 million from the hydroelectric portfolio and $9 million from the wind portfolio.

Net income was $51 million for the three months ended March 31, 2015 (2014: $125 million).

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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SEGMENTED DISCLOSURES

Segmented information is prepared on the same basis that Brookfield Renewable’s CODM manages the business, evaluates financial results, and makes key operating decisions.  See Note 14 - Segmented information in our interim consolidated financial statements.

HYDROELECTRIC

The following table reflects the results of our operations for the three months ended March 31:

(MILLIONS, EXCEPT AS NOTED)

2015

 

 

North America

Latin

 

 

 

 

United States

Canada

Total

 America 

Total

Generation (GWh) – LTA(1)(2)

 

3,213

 

1,229

 

4,442

 

947

 

5,389

Generation (GWh) – actual(1)(2)

 

2,535

 

1,502

 

4,037

 

739

 

4,776

Revenues

$

191

$

106

$

297

$

45

$

342

Adjusted EBITDA(3)

 

127

 

104

 

231

 

31

 

262

Funds From Operations(3)

$

54

$

86

$

140

$

21

$

161

(MILLIONS, EXCEPT AS NOTED)

2014

 

 

North America

Latin

 

 

 

 

United States

Canada

Total

America

Total

Generation (GWh) – LTA(1)(2)

 

2,794

 

1,193

 

3,987

 

929

 

4,916

Generation (GWh) – actual(1)(2)

 

2,591

 

1,311

 

3,902

 

1,099

 

5,001

Revenues

$

206

$

98

$

304

$

89

$

393

Adjusted EBITDA(3)

 

151

 

79

 

230

 

73

 

303

Funds From Operations(3)

$

75

$

63

$

138

$

58

$

196

(1)            Includes 100% of generation from equity-accounted investments.

(2)           For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(3)            Non-IFRS measures. See “Cautionary Statement Regarding Use of Non-IFRS Measures”, and “Financial Review by Segments for the Three Months Ended March 31, 2015”.

North America

Generation from the portfolio was 4,037 GWh, below the long-term average of 4,442 GWh and an increase from prior year generation of 3,902 GWh.

Revenues totaling $297 million represent a year-over-year decrease of $7 million. Funds From Operations totaling $140 million represent a year-over-year increase of $2 million.

United States

Generation from the portfolio was 2,535 GWh, below the long-term average of 3,213 GWh and prior year generation of 2,591 GWh. Generation from existing facilities decreased 280 GWh as compared to the prior year due to lower inflows in New York, Louisiana, Tennessee and North Carolina. The non-controlling interests in our facilities in Tennessee and North Carolina, Louisiana and Maine reduced the impact on our financial results. A full period’s contribution from facilities acquired in 2014 resulted in incremental generation of 224 GWh. 

Revenues totaling $191 million represent a year-over-year decrease of $15 million. The lower generation impacted revenues by $19 million. While wholesale prices for both energy and capacity continue to trend

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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higher relative to the cyclical lows experienced during the last few years, pricing did not reach the peaks of 2014. The impact was a $16 million reduction in revenues.

A full period’s contribution from facilities acquired in 2014 resulted in incremental revenues of $20 million.

Funds From Operations totaling $54 million represent a year-over-year decrease of $21 million, primarily attributable to the decrease in revenues from existing facilities. The facilities acquired in 2014 contributed an incremental $4 million.

Canada

Generation from the portfolio of 1,502 GWh was above both the long-term average of 1,229 GWh and prior year generation of 1,311 GWh. Hydrological conditions were strong at our facilities in Ontario and British Columbia. The facility in British Columbia commissioned in 2014 provided incremental generation of 50 GWh.

Revenues totaling $106 million represent a year-over-year increase of $8 million. The primary contributor to the increase was the above long-term average generation, supplemented by annual escalators in our power purchase agreements. The recently commissioned facility contributed $7 million.

Funds From Operations totaling $86 million represent a year-over-year increase of $23 million. The increase reflects the higher revenues. The appreciation of the U.S. dollar impacted revenues by $7 million but also affected costs and other expenses. The effect was fully offset by the ongoing foreign currency hedging program.

Latin America

Generation from the portfolio was 739 GWh, below the long-term average of 947 GWh and a decrease from prior year of 1,099 GWh. Conditions in Brazil continue to be challenging with generation being affected by the drought conditions. The impact was reduced by our participation in the Brazilian balancing pool and by maintaining a lower level of contracted generation in order to preserve optionality and flexibility in the portfolio.

Revenues totaling $45 million represent a year-over-year decrease of $44 million, primarily attributable to decrease in generation. Funds From Operations totaling $21 million represent a year-over-year decrease of $37 million. The appreciation of the U.S. dollar impacted revenues by $15 million, but also affected costs and other expenses resulting in a net decrease in Funds From Operations of $10 million. 

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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WIND

The following table reflects the results of our operations for the three months ended March 31:

(MILLIONS, EXCEPT AS NOTED)

2015

 

North America

 

 

 

 

 

United States

Canada

Total

Europe

Total

Generation (GWh) – LTA(1)(2)

 

311

 

324

 

635

 

440

 

1,075

Generation (GWh) – actual(1)(2)

 

203

 

281

 

484

 

451

 

935

Revenues

$

20

$

31

$

51

$

41

$

92

Adjusted EBITDA(3)

 

10

 

26

 

36

 

39

 

75

Funds From Operations(3)

$

(2)

$

18

$

16

$

17

$

33

(MILLIONS, EXCEPT AS NOTED)

2014

 

North America

 

 

 

 

 

United States

Canada

Total

Europe

Total

Generation (GWh) – LTA(1)(2)

 

311

 

324

 

635

 

N/A

 

635

Generation (GWh) – actual(1)(2)

 

273

 

337

 

610

 

N/A

 

610

Revenues

$

29

$

39

$

68

$

N/A

$

68

Adjusted EBITDA(3)

 

16

 

35

 

51

 

N/A

 

51

Funds From Operations(3)

$

 (1) 

$

25

$

24

$

N/A

$

24

(1)            Includes 100% of generation from equity-accounted investments.

(2)           For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(3)            Non-IFRS measures. See “Cautionary Statement Regarding Use of Non-IFRS Measures”, and “Financial Review by Segments for the Three Months Ended March 31, 2015”.

North America

Generation from the portfolio of 484 GWh was below the long-term average of 635 GWh and prior year generation of 610 GWh.

Revenues totaling $51 million represent a year-over-year decrease of $17 million. Funds From Operations totaling $16 million represent a year-over-year decrease of $8 million.

United States

Generation from the portfolio of 203 GWh was below the long-term average of 311 GWh and lower than prior year generation of 273 GWh, primarily attributable to lower wind conditions across the portfolio. The impact on our financial results was reduced by the non-controlling interests in certain of our facilities in California and New England.

Revenues totaling $20 million represent a year-over-year decrease of $9 million attributable to the decrease in generation. Funds From Operations totaling negative $2 million represent a year-over-year decrease of $1 million. The decrease in revenues was partly offset by decreases in costs and the cash portion of non-controlling interests.

Canada

Generation from the portfolio was 281 GWh, below the long-term average of 324 GWh and lower than the prior year generation of 337 GWh, primarily attributable to lower wind conditions.

Revenues totaling $31 million represent a year-over-year decrease of $8 million attributable to the decrease in generation and the appreciation of the U.S. dollar. Funds From Operations totaling $18

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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million represent a year-over-year decrease of $7 million primarily attributable to the decrease in revenues.

Europe

Generation from our wind portfolio in Europe of 451  GWh was consistent with the long-term average of 440  GWh. Our portfolio in Ireland generated 360  GWh, while our portfolio in Portugal contributed 91  GWh.

Revenues totaled $41  million for the quarter, and Funds From Operations totaled $17 million. The impact of the appreciation of the U.S. dollar was fully offset by the ongoing foreign currency hedging program.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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Analysis Of Consolidated Financial Statements and Other Information

Property, Plant and Equipment

In accordance with IFRS, Brookfield Renewable has elected to revalue its property, plant and equipment at a minimum on an annual basis, as at December 31st of each year. Substantially all of Brookfield Renewable’s property, plant and equipment, are carried at fair value as opposed to historical cost, using a 20-year discounted cash flow model. This model incorporates future cash flows from long-term power purchase agreements that are in place where it is determined that the power purchase agreements are linked specifically to the related power generating assets. The model also includes estimates of future electricity prices, anticipated long-term average generation, estimated operating and capital expenditures, and assumptions about future inflation rates and discount rates by geographical location. For power generating assets acquired through business combinations during the year, Brookfield Renewable initially measures the assets at fair value consistent with the policy described in Note 2(l) – Business combinations in our December 31, 2014 audited consolidated financial statements. Accordingly, in the year of acquisition, power generating assets are not revalued at year-end unless there is an indication that assets are impaired.

Property, plant and equipment, at fair value totaled $18.4 billion as at March 31, 2015 as compared to $18.6 billion as at December 31, 2014. During the three months ended March 31, 2015, the acquisition of 43 MW of hydroelectric facilities, 273 MW of wind facilities and 120 MW of biomass facilities totaled $917 million. The development and construction of power generating assets totaled $36 million. Property, plant and equipment were impacted by foreign currency changes related to the appreciation of the U.S. dollar in the amount of $1.0 billion. We also recognized depreciation expense of $158 million which is significantly higher than what we are required to reinvest in the business as sustaining capital expenditures. 

Fair value of property, plant and equipment can vary with discount and terminal capitalization rates. Excluding power generating assets acquired during the year ended December 31, 2014, the following table summarizes the impact of a change in discount rates and terminal capitalization rates on the fair value of property, plant and equipment as at December 31:

(BILLIONS)

 

2014

 

2013

50 bps increase in discount rates

$

 (1.3) 

$

 (1.1) 

50 bps decrease in discount rates

 

 1.5  

 

 1.3  

 

 

 

 

 

50 bps increase in terminal capitalization rate(1)

 

 (0.3) 

 

 (0.3) 

50 bps decrease in terminal capitalization rate(1)

 

 0.4  

 

 0.3  

(1)            The terminal capitalization rate applies only to hydroelectric assets in North America.

Terminal values are included in the valuation of hydroelectric assets in North America. For the hydroelectric assets in Brazil, cash flows have been included based on the duration of the authorization or useful life of a concession asset without consideration of potential renewal value. The weighted-average remaining duration at December 31, 2014, was 15 years (2013: 16 years). Consequently, there is no terminal value attributed to the hydroelectric assets in Brazil. If an additional 20 years of cash flows were included, the fair value of property, plant and equipment would increase by approximately $1 billion. See Note 11 - Property, plant and equipment, at fair value in our December 31, 2014 audited consolidated financial statements.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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liquidity and capital Resources

A key element of our financing strategy is to raise the majority of our debt in the form of asset-specific, non-recourse borrowings at our subsidiaries on an investment grade basis. As at March 31, 2015, long-term indebtedness increased from December 31, 2014 as a result of the portfolio growth. The debt to capitalization ratio increased from December 31, 2014 due primarily to the issuance of C$400 million ($317 million) of medium-term corporate notes and the appreciation of U.S. dollar, and was 42% as at March 31, 2015.

Capitalization

The following table summarizes the capitalization using book values:

 

 

Mar 31

Dec 31

(MILLIONS, EXCEPT AS NOTED)

 

 

2015

 

2014

Credit facilities(1)

$

319

$

401

Corporate borrowings(2)

 

1,492

 

1,286

Subsidiary borrowings(3)

 

6,023

 

5,991

Long-term indebtedness

 

7,834

 

7,678

Deferred income tax liabilities, net of deferred income tax assets

 

2,400

 

2,495

Equity

 

8,555

 

8,881

Total capitalization

$

18,789

$

19,054

Debt to total capitalization

 

42%

 

40%

(1)            Credit facilities are comprised of $113 million drawn by a subsidiary of Brookfield Renewable and guaranteed by Brookfield Renewable, and $206 million borrowed under a subscription credit facility made available by a private fund sponsored by Brookfield Asset Management. This subscription credit facility is only available to us on a limited basis, and is secured by capital contributed to the private fund.

(2)            Issued by a subsidiary of Brookfield Renewable and guaranteed by Brookfield Renewable. The amounts are unsecured.

(3)            Issued by subsidiaries of Brookfield Renewable and secured against their respective assets. The amounts are not guaranteed.

During the three months ended March 31, 2015 we completed the following financings:

In March 2015, we issued C$400 million ($317 million) of medium-term corporate notes, maturing in June 2025 at a fixed rate of 3.75%. Proceeds of the offering were used to repay existing indebtedness and for general corporate purposes.

In February 2015, we secured an 18-month extension on $75 million of debt associated with a portfolio of hydroelectric and wind facilities in the United States held through the Brookfield Americas Infrastructure Fund. The debt bears interest at LIBOR plus 2.75%, and matures in August 2016.

In February 2015, we refinanced indebtedness associated with a 45 MW hydroelectric facility in British Columbia by issuing C$90 million ($76 million) of bonds with an interest rate of 2.95%, maturing in May 2023. We own a 50%, equity-accounted interest in this facility.

In February 2015, as part of the acquisition of a 123 MW wind portfolio in Portugal, Brookfield Renewable assumed loans with principal balances totaling €99 million ($109 million). The loans bear interest at an initial weighted-average fixed rate of 6.28%, including the related interest rate swaps, and have a weighted-average remaining term of 9.5 years.

In March 2015, as part of the acquisition of a 313 MW operating renewable power generation portfolio in Brazil comprising of 43 MW of hydroelectric, 150 MW of wind, and 120 MW of biomass generating capacity and a 55 MW biomass development project, Brookfield Renewable assumed R$631 million ($197 million) of debt with a combination of variable and fixed interest rates, and a weighted-average remaining term of 12.7 years.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 19 


 

Available liquidity

We operate with sufficient liquidity to enable us to fund growth initiatives, capital expenditures, distributions, withstand sudden adverse changes in economic circumstances or short-term fluctuations in generation, and to finance the business on an investment grade basis. Principal sources of liquidity are cash flows from operations and access to public and private capital markets.

The following table summarizes the available liquidity:  

 

 

Mar 31

Dec 31

(MILLIONS)

2015

2014

Cash and cash equivalents

$

196

$

150

Credit facilities

 

 

 

 

 

Authorized credit facilities

 

1,480

 

1,480

 

Draws on credit facilities(1)

 

(113)

 

(401)

 

Issued letters of credit

 

(217)

 

(227)

Available portion of credit facilities

 

1,150

 

852

Available liquidity

$

1,346

$

1,002

(1)            Amounts are unsecured and revolving. Interest rate is at the LIBOR plus 1.20% (December 31, 2014: 1.20%).

Long-term debt and credit facilities

The following table summarizes our principal repayment obligations and maturities as at March 31, 2015:

(MILLIONS)

Balance of 2015

2016

2017

2018

2019

Thereafter

Total

Principal repayments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiary borrowings(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

$

 67 

$

 422 

$

 784 

$

 777 

$

 67 

$

 1,346 

$

 3,463 

 

 

 

Canada

 

 40 

 

 128 

 

 47 

 

 50 

 

 49 

 

 1,328 

 

 1,642 

 

 

 

 

 

 107 

 

 550 

 

 831 

 

 827 

 

 116 

 

 2,674 

 

 5,105 

 

 

Latin America

 

 39 

 

 31 

 

 32 

 

 31 

 

 29 

 

 188 

 

 350 

 

 

Europe

 

 30 

 

 43 

 

 46 

 

 49 

 

 52 

 

 404 

 

 624 

 

 

 

 

 

 176 

 

 624 

 

 909 

 

 907 

 

 197 

 

 3,266 

 

 6,079 

 

Corporate borrowings and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

credit facilities(1)

 

 206 

 

 237 

 

 - 

 

 158 

 

 113 

 

 1,103 

 

 1,817 

 

Equity-accounted investments

 - 

 

 - 

 

 125 

 

 - 

 

 - 

 

 35 

 

 160 

 

 

 

 

 

 382 

 

 861 

 

 1,034 

 

 1,065 

 

 310 

 

 4,404 

 

 8,056 

(1)            Subsidiary borrowings and corporate borrowings and credit facilities include $7 million and $69 million of unamortized premiums and deferred financing fees, respectively.

The remaining subsidiary borrowings due in 2015 are normal course principal repayments. Repayments on subsidiary borrowings in 2016 include maturities of $250 million on our portfolio of hydroelectric facilities in the Southeastern United States and $75 million of debt associated with a portfolio of hydroelectric and wind facilities in the United States held through the Brookfield Americas Infrastructure Fund. Both of these borrowings are expected to be refinanced in the normal course.

We remain focused on refinancing near term facilities on acceptable terms and maintaining a manageable maturity ladder. We do not anticipate material issues in addressing our borrowings through

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 20 


 

2019 on acceptable terms and will do so opportunistically based on the prevailing interest rate environment.

The overall maturity profile and average interest rates associated with our borrowings and credit facilities are as follows:

 

 

 Average term (years)

Average interest rate (%)

 

 

Mar 31

 

Dec 31

 

Mar 31

 

Dec 31

 

 

2015

 

2014

 

2015

 

2014

Corporate borrowings

 

7.3

 

6.7

5.0

 

5.3

Subsidiary borrowings

 

10.2

 

10.4

5.4

 

5.3

Credit facilities

 

4.3

 

4.5

1.4

 

1.4

During the three months ended March 31, 2015, we issued C$400 million ($317 million) of medium-term corporate notes maturing in June 2025, reducing our overall costs on corporate borrowings from 5.3% to 5.0% and increasing the average term to 7.3 years.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 21 


 

CONTRACT PROFILE

We have a largely predictable profile driven by both long-term power purchase agreements with a weighted-average remaining duration of 17 years combined with a well-diversified portfolio that reduces variability in our generation volumes. We operate the business on a largely contracted basis to ensure a high degree of predictability in Funds From Operations. We do however maintain a long-term view that electricity prices and the demand for electricity from renewable sources will rise due to a growing level of acceptance around climate change and the legislated requirements in some areas to diversify away from fossil fuel based generation.

The following table sets out contracts over the next five years for generation output assuming long-term average:

FOR THE YEAR ENDED DECEMBER 31

Balance of 2015

 

2016

 

2017

 

2018

 

2019

 

Generation (GWh)

 

 

 

 

 

 

 

 

 

 

 

Contracted(1)

 

 

 

 

 

 

 

 

 

 

 

 

Hydroelectric

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States(2)

 

6,669

 

9,126

 

7,002

 

7,002

 

7,002

 

 

 

 

Canada

 

3,945

 

4,681

 

4,634

 

4,634

 

4,624

 

 

 

 

 

 

10,614

 

13,807

 

11,636

 

11,636

 

11,626

 

 

 

Latin America

 

2,405

 

3,000

 

2,662

 

2,352

 

2,364

 

 

 

 

 

 

13,019

 

16,807

 

14,298

 

13,988

 

13,990

 

 

Wind

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

1,007

 

1,292

 

1,292

 

1,292

 

1,292

 

 

 

 

Canada

 

873

 

1,197

 

1,197

 

1,197

 

1,197

 

 

 

Latin America

 

470

 

561

 

560

 

560

 

560

 

 

 

Europe

 

982

 

1,400

 

1,400

 

1,400

 

1,400

 

 

 

 

 

 

3,332

 

4,450

 

4,449

 

4,449

 

4,449

 

Other

 

 372  

 

 475  

 

 484  

 

 533  

 

 533  

 

 

 

 

 

 

16,723

 

21,732

 

19,231

 

18,970

 

18,972

 

Uncontracted

2,327

 

3,897

 

6,383

 

6,644

 

6,642

 

Total long-term average

19,050

 

25,629

 

25,614

 

25,614

 

25,614

 

Long-term average on a proportionate basis(3)

14,388

 

19,295

 

19,285

 

19,285

 

19,285

 

 

 

Contracted generation - as at March 31, 2015

% of total generation

88

%

85

%

75

%

74

%

74

%

% of total generation on a proportionate basis(3)

92

%

89

%

83

%

81

%

81

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Price per MWh - total generation

$

72

$

75

$

78

$

79

$

80

 

Price per MWh - total generation on a

 

 

 

 

 

 

 

 

 

 

 

 

proportionate basis

 

69

 

72

 

73

 

74

 

75

 

(1)            Assets under construction are included when long-term average and pricing details are available and the commercial operation date is established in a definitive construction contract.

(2)            Includes generation of 1,515 GWh for 2015 and 2,124 GWh for 2016 secured under financial contracts.

(3)            Long-term average on a proportionate basis includes wholly-owned assets, and our share of partially-owned assets and equity-accounted investments.

The majority of the long-term power purchase agreements are with investment-grade rated or creditworthy counterparties. The composition of our contracted generation under power purchase agreements for 2015 is comprised of: Brookfield (42%), public power authorities (23%), industrial users (29%) and distribution companies (6%).

  

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 22 


 

SUMMARY CONSOLIDATED BALANCE SHEETS

The following table provides a summary of the key line items on the interim consolidated balance sheets:

 

 

 

Mar 31

 

Dec 31

(MILLIONS)

 

2015

2014

Property, plant and equipment, at fair value

$

18,361

$

18,566

Equity-accounted investments

 

256

 

273

Total assets

 

19,685

 

19,849

Long-term debt and credit facilities

 

7,834

 

7,678

Deferred income tax liabilities

 

2,547

 

2,637

Total liabilities

 

11,130

 

10,968

Preferred equity

 

667

 

728

Participating non-controlling interests - in operating subsidiaries

 

2,323

 

2,062

General partnership interest in a holding subsidiary held by Brookfield

 

54

 

59

Participating non-controlling interests - in a holding subsidiary -

 

 

 

 

 

Redeemable/Exchangeable units held by Brookfield

 

2,617

 

2,865

Limited partners' equity

 

2,894

 

3,167

Total liabilities and equity

 

19,685

 

19,849

Contractual obligations

Development and construction

The remaining development project costs on three hydroelectric projects in Brazil totaling 72 MW and a 12 MW wind facility in Ireland are expected to be $264 million. The wind facility in Ireland is expected to be fully operational in 2015, and the hydroelectric projects in Brazil in 2017.  

Commitments and contingencies

In November 2014, we entered into an agreement to acquire a 488 MW portfolio in Brazil comprising hydroelectric, wind, and biomass generating capacity. The transaction represents a total enterprise value of $R2.4 billion ($935 million). During the three months ended March 31, 2015 we completed the acquisition of 368 MW in renewable power generation facilities. The acquisition of a 120 MW hydroelectric facility, expected to generate 527 GWh annually, is expected to close in the second quarter of 2015, subject to regulatory approvals and closing conditions. The acquisition is being pursued with our institutional partners, and Brookfield Renewable will retain an approximate 40% controlling interest.

Brookfield Renewable, on behalf of its subsidiaries, and subsidiaries themselves have provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance. See “Liquidity and Capital Resources” for further details. 

Brookfield Renewable, along with institutional investors, has provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance as it relates to interests in the Brookfield Americas Infrastructure Fund and the Brookfield Infrastructure Fund II. As at March 31, 2015, the letters of credit issued were $115 million (2014: $125 million).

Guarantees

In the normal course of operations, we execute agreements that provide for indemnification and guarantees to third parties in transactions such as acquisitions, construction projects, capital projects, and

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 23 


 

purchases of assets. We have also agreed to indemnify our directors and certain of our officers and employees. The nature of the indemnities prevent us from making a reasonable estimate of the maximum potential amount that could be required to pay third parties, as many of the agreements do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, we have made no significant payments under indemnification agreements.

Off-Balance Sheet Arrangements

Brookfield Renewable has no off-balance sheet financing arrangements.

Related Party Transactions

Brookfield Renewable’s related party transactions are in the normal course of business, and are recorded at the exchange amount. Brookfield Renewable’s related party transactions are primarily with Brookfield.

Brookfield Renewable sells electricity to Brookfield through long-term power purchase agreements to provide contracted cash flow and reduce Brookfield Renewable’s exposure to electricity prices in deregulated power markets. Brookfield Renewable also benefits from a wind levelization agreement with Brookfield which reduces the exposure to the fluctuation of wind generation at certain facilities and thus improves the stability of its cash flow.

In addition to these agreements, Brookfield Renewable and Brookfield have executed other agreements that are described in Note 9 - Related Party Transactions in our December 31, 2014 audited consolidated financial statements.

Brookfield Renewable has also entered into a number of voting agreements with Brookfield whereby Brookfield, as managing member of entities related to Brookfield Americas Infrastructure Fund and Brookfield Infrastructure Fund II, in which Brookfield Renewable holds investments in power generating operations with institutional partners, agreed to provide to Brookfield Renewable the authority to direct the election of the Boards of Directors of such entities.

The following table reflects the related party agreements and transactions on the interim consolidated statements of income for the three months ended March 31:

(MILLIONS)

 

2015

 

2014

Revenues

 

 

 

 

 

Power purchase and revenue agreements

$

109

$

35

 

Wind levelization agreement

 

2

 

1

 

 

$

111

$

36

Direct operating costs

 

 

 

 

 

Energy purchases

$

(2)

$

(6)

 

Energy marketing fee

 

(5)

 

(5)

 

Insurance services

 

(7)

 

(7)

 

 

$

(14)

$

(18)

Management service costs

$

(14)

$

(11)

Revenues from power purchase and revenue agreements for the three months ended March 31, 2015 were higher as compared to the prior year. The increase is primarily due to an increased level of price support, reflecting the relatively lower pricing environment in the current quarter, and the impact of power purchase agreements for certain recently acquired facilities.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 24 


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

The following table summarizes the key items on the interim consolidated statements of cash flows for the three months ended March 31:

(MILLIONS)

2015

2014

Cash flow provided by (used in):

 

 

 

 

Operating activities

$

232

$

272

Financing activities

 

375

 

340

Investing activities

 

(552)

 

(588)

Foreign exchange loss on cash

 

(9)

 

-

Increase in cash and cash equivalents

$

46

$

24

Cash and cash equivalents as at March 31, 2015 totaled $196 million, representing an increase of $46 million since December 31, 2014.

Operating Activities

Cash flows provided by operating activities totaling $232 million for the first quarter of 2015 represent a year-over-year decrease of $40 million primarily attributable to the decrease in Funds From Operations.

Financing Activities

Cash flows provided by financing activities totaled $375 million for the first quarter of 2015. Long-term debt – borrowings were $521 million, and related to growth and the issuance of medium-term corporate notes during the quarter. Long-term debt – repayments related to subsidiary borrowings and credit facilities were $317 million. The capital provided by participating non-controlling interests – in operating subsidiaries relates to the growth in our portfolio, and amounted to $330 million.

For the first quarter of 2015, distributions paid to LP Unitholders were $115 million (2014: $164 million). We increased our distributions to $1.66 per LP Unit, an increase of 11 cents per LP Unit which took effect in the current quarter. The amounts paid in the first quarter of 2014 included distributions declared in both that quarter, and in the fourth quarter of 2013. The distributions paid to preferred shareholders and participating non-controlling interests - in operating subsidiaries were $44 million (2014: $26 million). See “Dividends and Distributions” for further details.

Investing Activities

Cash flows used in investing activities for the three months ended March 31, 2015 totaled $552 million. Our investments were with respect to the acquisition of a 123 MW wind portfolio in Portugal and a 368 MW renewable power portfolio in Brazil. When combined, these investments totaled $528 million. In addition, our continued investment in the development and construction of power generating assets was $21 million and sustainable capital expenditures totaled $15 million.

NON-CONTROLLING INTERESTS

Preferred equity

As at March 31, 2015, no preference shares have been redeemed. On April 1, 2015, the fixed dividend rate on the Series 1 Preference Shares for the five years commencing May 1, 2015 and ending April 30, 2020 was reset and, if declared, will be paid at an annual rate of 3.355% ($0.2096875 per share per quarter).

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 25 


 

General partnership interest in a holding subsidiary held by Brookfield

Brookfield, as the owner of the 1% GP interest in BRELP, is entitled to regular distributions plus an incentive distribution based on the amount by which quarterly LP Unit distributions exceed specified target levels. To the extent that LP Unit distributions exceed $0.375 per LP Unit per quarter, the incentive is 15% of distributions above this threshold. To the extent that quarterly distributions exceed $0.4225 per LP Unit, the incentive distribution is equal to 25% of distributions above this threshold. Accordingly, incentive distributions of $2 million were made during the three months ended March 31, 2015.

Participating non-controlling interests - in a holding subsidiary - Redeemable/Exchangeable units held by Brookfield

BRELP has issued Redeemable/Exchangeable partnership units to Brookfield, which may at the request of the holder, require BRELP to redeem these units for cash consideration. The right is subject to Brookfield Renewable’s right of first refusal which entitles it, at its sole discretion, to elect to acquire all of the units presented to BRELP that are tendered for redemption in exchange for LP Units. If Brookfield Renewable elects not to exchange the Redeemable/Exchangeable partnership units for LP Units, the Redeemable/Exchangeable partnership units are required to be redeemed for cash. As Brookfield Renewable, at its sole discretion, has the right to settle the obligation with LP Units, the Redeemable/Exchangeable partnership units are classified as equity, and not as a liability.

 

LIMITED PARTNERS’ EQUITY

Brookfield Asset Management owns, directly and indirectly, 169,685,609 LP Units and Redeemable/Exchangeable partnership units, representing approximately 62% of Brookfield Renewable on a fully-exchanged basis.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 26 


 

SHARES AND UNITS OUTSTANDING

The shares and units outstanding are presented in the following table:

 

 

 

Mar 31, 2015

Dec 31, 2014

Class A Preference Shares

 

 

 

Series 1

10,000,000

10,000,000

 

Series 3

10,000,000

10,000,000

 

Series 5

7,000,000

7,000,000

 

Series 6

7,000,000

7,000,000

 

 

 

34,000,000

34,000,000

 

 

 

 

 

GP interest

2,651,506

2,651,506

 

 

 

 

 

Redeemable/Exchangeable partnership units

129,658,623

129,658,623

 

 

 

 

 

LP Units

 

 

 

Balance, beginning of year

143,356,854

132,984,913

 

Issuance of LP Units

 - 

10,250,000

 

Distribution reinvestment plan

43,749

121,941

Balance, end of period/year

143,400,603

143,356,854

 

 

 

 

 

Total LP Units on a fully-exchanged basis(1)

273,059,226

273,015,477

 

 

 

 

 

LP Units held by

 

 

Brookfield

40,026,986

40,026,986

External LP Unitholders

103,373,617

103,329,868

 

 

 

143,400,603

143,356,854

(1)            The fully-exchanged amounts assume the exchange of Redeemable/ Exchangeable partnership units for LP Units at the beginning of the year.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 27 


 

DIVIDENDS AND DISTRIBUTIONS

The composition of the dividends and distributions for the three months ended March 31 are presented in the following table:

THREE MONTHS ENDED MARCH 31

Declared

Paid

(MILLIONS, EXCEPT AS NOTED)

 

2015

 

2014

 

2015

 

2014

Class A Preference Shares

 

 

 

 

 

 

 

 

 

Series 1

$

2

$

3

$

3

$

3

 

Series 3

 

2

 

2

 

2

 

2

 

Series 5

 

2

 

2

 

2

 

2

 

Series 6

 

2

 

2

 

2

 

2

 

 

 

$

8

$

9

$

9

$

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Participating non-controlling interests - in  operating

 

 

 

 

 

 

 

 

 

 subsidiaries 

$

35

$

17

$

35

$

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General partnership interest in a holding subsidiary

 

 

 

 

 

 

 

 

 

held by Brookfield

$

1

$

1

$

1

$

1

 

Incentive distribution

 

2

 

1

 

2

 

1

 

 

 

$

3

$

2

$

3

$

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Participating non-controlling interests - in  a holding subsidiary

 

 

 

 

 

 

 

 

 

 - Redeemable/Exchangeable units held by Brookfield

$

55

$

50

$

54

$

80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners' equity

 

 

 

 

 

 

 

 

 

Brookfield

 

17

 

15

 

17

 

24

 

External LP Unitholders

 

44

 

36

 

41

 

58

 

 

 

$

61

$

51

$

58

$

82

In February 2015, LP Unitholder distributions were increased to $1.66 per unit on an annualized basis, an increase of eleven cents per LP Unit, which took effect with the distribution payable in March 2015.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 28 


 

Critical ESTIMATES AND CRITICAL JUDGMENTS in applying accounting policies

The interim consolidated financial statements are prepared in accordance with IFRS, which require the use of estimates and judgments in reporting assets, liabilities, revenues, expenses and contingencies. In the judgment of management, none of the estimates outlined in Note 2 –  Significant accounting policies in our December 31, 2014 audited consolidated financial statements are considered critical accounting estimates as defined in NI 51-102 with the exception of the estimates related to the valuation of property, plant and equipment and the related deferred income tax liabilities. These assumptions include estimates of future electricity prices, discount rates, expected long-term average generation, inflation rates, terminal year and operating and capital costs, the amount, the timing and the income tax rates of future income tax provisions. Estimates also include determination of accruals, purchase price allocations, useful lives, asset valuations, asset impairment testing, deferred tax liabilities, decommissioning retirement obligations and those relevant to the defined benefit pension and non-pension benefit plans. Estimates are based on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances.

In making estimates, management relies on external information and observable conditions where possible, supplemented by internal analysis, as required. These estimates have been applied in a manner consistent with that in the prior year and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in this report. These estimates are impacted by, among other things, future power prices, movements in interest rates, foreign exchange and other factors, some of which are highly uncertain, as described in the “Risk Factors” section of our 2014 Annual Report. The interrelated nature of these factors prevents us from quantifying the overall impact of these movements on Brookfield Renewable’s financial statements in a meaningful way. These sources of estimation uncertainty relate in varying degrees to substantially all asset and liability account balances. Actual results could differ from those estimates.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 29 


 

Future changes in accounting policies

(i)      Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments (“IFRS 9”) which reflects all phases of the financial instruments project and replaces IAS 39, Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. Early application of previous versions of IFRS 9 (2009, 2010 and 2013) is permitted if the date of initial application is before 1 February 2015. Management is currently evaluating the impact of IFRS 9 on the consolidated financial statements.

(ii)      Amendments to IFRS 10 and IAS 28

The amendments to IFRS 10, Consolidated Financial Statements (“IFRS 10”) and IAS 28, Investments in Associates and Joint Ventures (2011) (“IAS 28”) address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if the assets are housed in a subsidiary. The amendments are effective for transactions occurring in annual periods beginning on or after 1 January 2016 with earlier application permitted. Management is currently evaluating the impact of the amendments to IFRS 10 and IAS 28 on the consolidated financial statements.

(iii)     Revenue recognition

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) was issued by IASB on May 28, 2014.  IFRS 15 outlines a single comprehensive model to account for revenue arising from contracts with customers and will replace the majority of existing IFRS requirements on revenue recognition including IAS 18, Revenue,  IAS 11, Construction Contracts and related interpretations. The core principle of the standard is to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The standard has prescribed a five-step model to apply the principles. The standard also specifies how to account for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. IFRS 15 is effective for annual periods beginning on or after January 1, 2017. Management is currently evaluating the impact of IFRS 15 on the consolidated financial statements.

Internal Control over Financial Reporting

No changes were made in our internal control over financial reporting during the quarter ended March 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 30 


 

SUMMARY OF HISTORICAL QUARTERLY RESULTS ON A CONSOLIDATED BASIS

The following is a summary of unaudited quarterly financial information for the last eight consecutive quarters:

 

 

 

 

2015

2014

2013

(MILLIONS, EXCEPT AS NOTED)

 

Q1

 

Q4

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Q2

Generation (GWh) - LTA(1)(2)

6,516

5,770

5,065

6,691

5,770

5,380

4,960

6,171

Generation (GWh) - actual(1)(2)

5,823

5,839

4,383

6,615

5,711

5,268

5,154

6,265

Revenues

$

441

$

408

$

342

$

474

$

480

$

393

$

392

$

484

Adjusted EBITDA(3)

 

338

 

273

 

223

 

360

 

360

 

272

 

260

 

357

Funds From Operations(3)

 

153

 

116

 

61

 

198

 

185

 

137

 

108

 

187

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred equity

 

8

 

9

 

10

 

10

 

9

 

10

 

10

 

10

 

 

Participating non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests - in operating subsidiaries

 

14

 

(8)

 

(2)

 

21

 

40

 

(7)

 

8

 

24

 

 

General partnership interest in a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

holding subsidiary held by Brookfield

 

-

 

-

 

-

 

-

 

1

 

-

 

-

 

-

 

 

Participating non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests - in a holding subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Redeemable/Exchangeable units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

held by Brookfield

 

14

 

14

 

(16)

 

20

 

37

 

10

 

5

 

22

 

Limited partners' equity

 

15

 

16

 

(17)

 

21

 

38

 

11

 

5

 

22

 

 

51

 

31

 

(25)

 

72

 

125

 

24

 

28

 

78

Basic and diluted earnings (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

per LP Unit

 

0.10

 

0.11

 

(0.13)

 

0.15

 

0.29

 

0.08

 

0.04

 

0.17

Average LP Units outstanding (millions)

 

143.4

 

143.3

 

143.3

 

135.3

 

133.0

 

132.9

 

132.9

 

132.9

Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred equity

 

8

 

9

 

10

 

10

 

9

 

10

 

10

 

10

 

General partnership interest in a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

holding subsidiary held by Brookfield

 

3

 

1

 

2

 

1

 

2

 

1

 

1

 

1

 

Participating non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests - in a holding subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 - Redeemable/Exchangeable units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

held by Brookfield

 

55

 

50

 

50

 

51

 

50

 

47

 

47

 

47

 

Limited partners' equity

 

61

 

56

 

56

 

53

 

51

 

48

 

49

 

48

(1)            Includes 100% of generation from equity-accounted investments.

(2)            For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(3)            Non-IFRS measures. See "Cautionary Statement Regarding Use of Non-IFRS Measures" and “Financial Review by Segments for the Three  Months Ended March 31, 2015”.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 31 


 

ADDITIONAL INFORMATION

Additional information, including our Form 20-F filed with the SEC and securities regulators in Canada, are available on our website at www.brookfieldrenewable.com, on SEC’s website at www.sec.gov and on SEDAR’s website at www.sedar.com. 

Subsequent eventS

In April 2015, the fixed dividend rate on the Series 1 Preference Shares for the five years commencing May 1, 2015 and ending April 30, 2020 was reset and, if declared, will be paid at an annual rate of 3.355% (C$0.2096875 per share per quarter). The holders of 4,518,289 Series 1 Preference Shares exercised their right to convert their shares into Class A, Series 2 Preference Shares on a one-for-one basis. The holders of the Series 2 Preference Shares will be entitled to receive floating rate cumulative preferential cash dividends, equal to the T-Bill Rate plus 2.62%. The quarterly dividend in respect of the May 1, 2015 to July 31, 2015 dividend period will be paid at an annual rate of 3.148% (C$0.198367 per share), payable on July 31, 2015).

On May 5, 2015, an affiliate of Brookfield, on behalf of a consortium of investors that would, if successful, include Brookfield Renewable, pre-qualified for the Colombian government’s sale process relating to its controlling stake in Isagen, Colombia’s second largest energy generator.

  

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 32 


 

FINANCIAL REVIEW BY SEGMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2015

The following table reflects Adjusted EBITDA, Funds From Operations, Adjusted Funds From Operations, and provides a reconciliation to net income and cash flows from operating activities for the three months ended March 31:

 

 

 

 

 

 

Corporate

 

 

 

 

(MILLIONS)

Hydroelectric

Wind

 and Other

2015

2014

Revenues

$

342

$

92

$

7

$

441

$

480

Other income

 

17

 

8

 

2

 

27

 

3

Share of cash earnings from equity-accounted

 

 

 

 

 

 

 

 

 

 

 

 investments 

 

4

 

  -

 

  -

 

4

 

7

Direct operating costs

 

(101)

 

(25)

 

(8)

 

(134)

 

(130)

Adjusted EBITDA(1)

 

262

 

75

 

1

 

338

 

360

Interest expense - borrowings

 

(61)

 

(24)

 

(20)

 

(105)

 

(101)

Management service costs

 

  -

 

  -

 

(14)

 

(14)

 

(11)

Current income taxes

 

(4)

 

(1)

 

  -

 

(5)

 

(8)

Less: cash portion of non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

Preferred equity

 

  -

 

  -

 

(8)

 

(8)

 

(9)

 

Participating non-controlling interests - in

 

 

 

 

 

 

 

 

 

 

 

 

operating subsidiaries

 

(36)

 

(17)

 

  -

 

(53)

 

(46)

Funds From Operations(1)

$

161

$

33

$

(41)

$

153

$

185

Less: adjusted sustaining capital expenditures(2)

 

 

 

 

 

 

 

(15)

 

(14)

Adjusted Funds From Operations(1)

 

 

 

 

 

 

 

138

 

171

Add: adjusted sustaining capital expenditures  

 

 

 

 

 

 

 

15

 

14

Add: cash portion of non-controlling interests

 

 

 

 

 

 

 

61

 

55

Other items:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

(158)

 

(126)

 

Unrealized financial instruments loss

 

 

 

 

 

 

 

(8)

 

  -

 

Share of non-cash loss from equity-

 

 

 

 

 

 

 

 

 

 

 

 

accounted investments

 

 

 

 

 

 

 

(1)

 

(6)

Deferred income tax recovery (expense)

 

 

 

 

 

 

 

6

 

(2)

Other

 

 

 

 

 

 

 

(2)

 

19

Net income

 

 

 

 

 

 

$

51

$

125

Adjustments for non-cash items

 

 

 

 

 

 

 

166

 

119

Dividends received from equity accounted

 

 

 

 

 

 

 

 

 

 

 

investments

 

 

 

 

 

 

 

8

 

6

Changes in due to or from related parties

 

 

 

 

 

 

 

14

 

40

Net change in working capital balances

 

 

 

 

 

 

 

(7)

 

(18)

Cash flows from operating activities

 

 

 

 

 

 

$

232

$

272

(1)       Non-IFRS measures.  See “Cautionary Statement Regarding Use of Non-IFRS Measures”.

(2)       Based on long-term sustaining capital expenditure plans.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 33 


 

cautionary statement regarding forward-looking statements

This Interim Report contains forward-looking statements and information, within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations, concerning the business and operations of Brookfield Renewable. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements in this Interim Report include statements regarding the quality of Brookfield Renewable’s assets and the resiliency of the cash flow they will generate, Brookfield Renewable’s anticipated financial performance, future commissioning of assets, contracted portfolio, technology diversification, acquisition opportunities, expected completion of acquisitions, future energy prices and demand for electricity, economic recovery, achievement of long-term average generation, project development and capital expenditure costs, diversification of shareholder base,  energy policies, economic growth, growth potential of the renewable asset class, the future growth prospects and distribution profile of Brookfield Renewable and Brookfield Renewable’s access to capital. Forward-looking statements can be identified by the use of words such as “plans”, “expects”, “scheduled”, “estimates”, “intends”, “anticipates”, “believes”, “potentially”, “tends”, “continue”, “attempts”, “likely”, “primarily”, “approximately”, “endeavours”, “pursues”, “strives”, “seeks”, or variations of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information in this Interim Report are based upon reasonable assumptions and expectations, we cannot assure you that such expectations will prove to have been correct. You should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: our limited operating history; the fact that we are not subject to the same disclosure requirements as a U.S. domestic issuer; risks commonly associated with a separation of economic interest from control or the incurrence of debt at multiple levels within our organizational structure; the risk that we may be deemed an “investment company” under the Investment Company Act; the risk that the effectiveness of our internal controls over financial reporting could have a material effect on our business; changes to hydrology at our hydroelectric stations, to wind conditions at our wind facilities or to weather generally at any biomass cogeneration facilities; the risk that counterparties to our contracts do not fulfill their obligations, and as our contracts expire, we may not be able to replace them with agreements on similar terms; increases in water rental costs (or similar fees) or changes to the regulation of water supply; volatility in supply and demand in the energy market; risks relating to the increasing amount of uncontracted generation in our portfolio; exposure to additional costs as a result of our operations being highly regulated and exposed to increased regulation; the risk that our concessions and licenses will not be renewed; increases in the cost of operating our plants; our failure to comply with conditions in, or our inability to maintain, governmental permits; equipment failure; dam failures and the costs of repairing such failures; exposure to force majeure events; exposure to uninsurable losses; adverse changes in currency exchange rates; availability and access to interconnection facilities and transmission systems; health, safety, security and environmental risks; disputes, governmental and regulatory investigations and litigation; local communities affecting our operations; losses resulting from fraud, bribery, corruption, other illegal acts, inadequate or failed internal processes or systems, or from external events; risks relating to our reliance on computerized business systems; general industry risks relating to operating in the North American, Latin American and European power market sectors; advances in technology that impair or eliminate the competitive advantage of our projects; newly developed technologies in which we invest not performing as anticipated; labour disruptions and economically unfavourable collective bargaining agreements; our inability to finance our operations due to the status of the capital markets; the operating and financial restrictions imposed on us by our loan, debt and security agreements; changes in our credit ratings; changes to government

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 34 


 

regulations that provide incentives for renewable energy; our inability to identify sufficient investment opportunities and complete transactions; risks related to the growth of our portfolio and our inability to realize the expected benefits of our transactions, including transactions that have been announced by not yet closed; our inability to develop existing sites or find new sites suitable for the development of greenfield projects; risks associated with the development of our generating facilities and the various types of arrangements we enter into with communities and joint venture partners; Brookfield Asset Management’s election not to source acquisition opportunities for us and our lack of access to all renewable power acquisitions that Brookfield Asset Management identifies; our lack of control over our operations conducted through joint ventures, partnerships and consortium arrangements; our ability to issue equity or debt for future acquisitions and developments will be dependent on capital markets; foreign laws or regulation to which we become subject as a result of future acquisitions in new markets; and the departure of some or all of Brookfield’s key professionals.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. The forward-looking statements represent our views as of the date of this Interim Report and should not be relied upon as representing our views as of any date subsequent to May 6, 2015, the date of this Interim Report. While we anticipate that subsequent events and developments may cause our views to change, we disclaim any obligation to update the forward-looking statements, other than as required by applicable law. For further information on these known and unknown risks, please see “Risk Factors” included in our Form 20-F.

cautionary statement regarding use of non-ifrs measures

This Interim Report contains references to Adjusted EBITDA, Funds From Operations and Adjusted Funds From Operations which are not generally accepted accounting measures under IFRS and therefore may differ from definitions of Adjusted EBITDA, Funds From Operations and Adjusted Funds From Operations used by other entities. We believe that Adjusted EBITDA, Funds From Operations and Adjusted Funds From Operations are useful supplemental measures that may assist investors in assessing the financial performance and the cash anticipated to be generated by our operating portfolio. Neither Adjusted EBITDA, Funds From Operations nor Adjusted Funds From Operations should be considered as the sole measure of our performance and should not be considered in isolation from, or as a substitute for, analysis of our financial statements prepared in accordance with IFRS.

A reconciliation of Adjusted EBITDA, Funds From Operations and Adjusted Funds From Operations to net income and cash flows from operating activities is presented in our Management’s Discussion and Analysis. We have also provided a reconciliation of Adjusted EBITDA and Funds From Operations to net income in Note 14 - Segmented information in our interim consolidated financial statements.    

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 35 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

UNAUDITED

 

 

Mar 31

 

Dec 31

(MILLIONS)

Notes

 

2015

 

2014

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

196

$

150

 

Restricted cash

 

 

199

 

232

 

Trade receivables and other current assets

 

 

225

 

201

 

Financial instrument assets

4

 

66

 

48

 

Due from related parties

 

 

36

 

63

 

 

 

 

 

722

 

694

Financial instrument assets

4

 

24

 

18

Equity-accounted investments

6

 

256

 

273

Property, plant and equipment, at fair value

7

 

18,361

 

18,566

Deferred income tax assets

10

 

147

 

142

Other long-term assets

 

 

175

 

156

 

 

$

19,685

$

19,849

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

8

$

299

$

253

 

Financial instrument liabilities

4

 

93

 

99

 

Due to related parties

 

 

71

 

79

 

Current portion of long-term debt

9

 

417

 

256

 

 

 

 

 

880

 

687

Financial instrument liabilities

4

 

124

 

75

Long-term debt and credit facilities

9

 

7,417

 

7,422

Deferred income tax liabilities

10

 

2,547

 

2,637

Other long-term liabilities

 

 

162

 

147

 

 

 

 

 

11,130

 

10,968

Equity

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

Preferred equity

11

 

667

 

728

 

Participating non-controlling interests - in operating

 

 

 

 

 

 

 

subsidiaries

11

 

2,323

 

2,062

 

General partnership interest in a holding subsidiary

 

 

 

 

 

 

 

held by Brookfield

11

 

54

 

59

 

Participating non-controlling interests - in a holding subsidiary

 

 

 

 

 

 

 

 - Redeemable/Exchangeable units held by Brookfield

11

 

2,617

 

2,865

Limited partners' equity

12

 

2,894

 

3,167

 

 

 

 

 

8,555

 

8,881

 

 

 

 

$

19,685

$

19,849

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

Approved on behalf of Brookfield Renewable Energy Partners L.P.:

 

 

 

 

Patricia Zuccotti

Director

David Mann

Director

         

  

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 36 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

UNAUDITED

 

 

 

 

 

 

THREE MONTHS ENDED MARCH 31

Notes

2015

2014

 

(MILLIONS, EXCEPT AS NOTED)

 

Revenues

5

$

441

$

480

 

Other income

 

 

27

 

3

 

Direct operating costs

 

 

(134)

 

(130)

 

Management service costs

5

 

(14)

 

(11)

 

Interest expense – borrowings

9

 

(105)

 

(101)

 

Share of earnings from equity-accounted investments

6

 

3

 

1

 

Unrealized financial instruments loss

4

 

(8)

 

-

 

Depreciation

7

 

(158)

 

(126)

 

Other

 

 

(2)

 

19

 

Income before income taxes

 

 

50

 

135

 

Income tax recovery (expense)

 

 

 

 

 

 

 

Current

10

 

(5)

 

(8)

 

 

Deferred

10

 

6

 

(2)

 

 

 

 

1

 

(10)

 

Net income

 

$

51

$

125

 

Net income attributable to:

 

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

 

Preferred equity

11

$

8

$

9

 

 

Participating non-controlling interests - in operating subsidiaries

11

 

14

 

40

 

 

General partnership interest in a holding subsidiary held by Brookfield

11

 

-

 

1

 

 

Participating non-controlling interests - in a holding subsidiary

 

 

 

 

 

 

 

 

 - Redeemable/Exchangeable units held by Brookfield

11

 

14

 

37

 

Limited partners' equity

12

 

15

 

38

 

 

 

 

 

$

51

$

125

 

Basic and diluted earnings per LP Unit

 

$

0.10

$

0.29

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 37 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

 

 

 

 

 

 

 

 

 

UNAUDITED

Notes

2015

2014

THREE MONTHS ENDED MARCH 31

(MILLIONS)

Net income

 

$

51

$

125

Other comprehensive loss that may be reclassified to

 

 

 

 

 

 

net income

 

 

 

 

 

 

Financial instruments designated as cash-flow hedges

 

 

 

 

 

 

 

Losses arising during the year

4

 

(48)

 

(36)

 

 

Reclassification adjustments for amounts recognized in

 

 

 

 

 

 

 

 

net income

4

 

(7)

 

8

 

Foreign currency translation

 

 

(508)

 

(14)

 

Deferred income taxes on above items

10

 

4

 

5

Total items that may be reclassified subsequently to net income

 

(559)

 

(37)

Other comprehensive loss

 

 

(559)

 

(37)

Comprehensive (loss) income

 

$

(508)

$

88

Comprehensive (loss) income attributable to:

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

Preferred equity

11

$

(53)

$

(21)

 

Participating non-controlling interests - in operating subsidiaries

11

 

(47)

 

40

 

General partnership interest in a holding subsidiary held by Brookfield

11

 

(4)

 

1

 

Participating non-controlling interests - in a holding subsidiary -

 

 

 

 

 

 

 

Redeemable/Exchangeable units held by Brookfield

11

 

(191)

 

34

Limited partners' equity

12

 

(213)

 

34

 

 

 

 

 

$

(508)

$

88

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements. 

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 38 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

 

 

 

 

 

 

Participating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General

non-controlling

 

 

 

 

 

 

 

 

 

 

Actuarial

 

 

 

 

 

 

 

 

partnership

interests - in a

 

 

 

 

 

 

 

 

 

 

(losses)

 

 

 

 

 

 

Participating

interest in

holding subsidiary

 

 

 

 

 

 

 

 

 

 

gains on

 

 

Total

 

 

non-controlling

a holding

- Redeemable

 

 

UNAUDITED

Limited

Foreign

 

 

defined

 

 

limited

 

 

interests - in

subsidiary

/Exchangeable

 

 

THREE MONTHS ENDED MARCH 31

partners'

currency

Revaluation

benefit

Cash flow

partners'

Preferred

operating

held by

units held by

Total

(MILLIONS)

equity

translation

surplus

plans

hedges

equity

equity

subsidiaries

Brookfield

Brookfield

equity

Balance, as at December 31, 2013

$

(337)

$

(83)

$

3,160

$

(7)

$

(7)

$

2,726

$

796

$

1,303

$

54

$

2,657

$

7,536

Net income

 

38

 

  -

 

  -

 

  -

 

  -

 

38

 

9

 

40

 

1

 

37

 

125

Other comprehensive (loss) income

 

  -

 

5

 

  -

 

  -

 

(9)

 

(4)

 

(30)

 

  -

 

  -

 

(3)

 

(37)

Capital contributions (Note 11)

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

245

 

  -

 

  -

 

245

Distributions or dividends declared

 

(51)

 

  -

 

  -

 

  -

 

  -

 

(51)

 

(9)

 

(17)

 

(2)

 

(50)

 

(129)

Other

 

2

 

  -

 

(2)

 

  -

 

  -

 

  -

 

  -

 

  -

 

1

 

  -

 

1

Change in period

 

(11)

 

5

 

(2)

 

  -

 

(9)

 

(17)

 

(30)

 

268

 

  -

 

(16)

 

205

Balance, as at March 31, 2014

$

(348)

$

(78)

$

3,158

$

(7)

$

(16)

$

2,709

$

766

$

1,571

$

54

$

2,641

$

7,741

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, as at December 31, 2014

$

(241)

$

(241)

$

3,685

$

(9)

$

(27)

$

3,167

$

728

$

2,062

$

59

$

2,865

$

8,881

Net income

 

15

 

  -

 

  -

 

  -

 

  -

 

15

 

8

 

14

 

  -

 

14

 

51

Other comprehensive loss

 

  -

 

(217)

 

  -

 

  -

 

(11)

 

(228)

 

(61)

 

(61)

 

(4)

 

(205)

 

(559)

Capital contributions (Note 11)

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

330

 

  -

 

  -

 

330

Distributions or dividends declared

 

(61)

 

  -

 

  -

 

  -

 

  -

 

(61)

 

(8)

 

(35)

 

(3)

 

(55)

 

(162)

Distribution reinvestment plan

 

1

 

  -

 

  -

 

  -

 

  -

 

1

 

  -

 

  -

 

  -

 

  -

 

1

Other (Note 3)

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

13

 

2

 

(2)

 

13

Change in period

 

(45)

 

(217)

 

  -

 

  -

 

(11)

 

(273)

 

(61)

 

261

 

(5)

 

(248)

 

(326)

Balance, as at March 31, 2015

$

(286)

$

(458)

$

3,685

$

(9)

$

(38)

$

2,894

$

667

$

2,323

$

54

$

2,617

$

8,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 39 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

 

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED

THREE MONTHS ENDED MARCH 31

Notes

 

2015

 

2014

(MILLIONS)

 

 

Operating activities

 

 

 

 

 

Net income

 

$

51

$

125

Adjustments for the following non-cash items:

 

 

 

 

 

 

Depreciation

7

 

158

 

126

 

Unrealized financial instrument loss

4

 

8

 

-

 

Share of earnings from equity accounted investments

6

 

(3)

 

(1)

 

Deferred income tax (recovery) expense

10

 

(6)

 

2

 

Other non-cash items

 

 

9

 

(8)

Dividends received from equity-accounted investments

6

 

8

 

6

Changes in due to or from related parties

 

 

14

 

40

Net change in working capital balances

 

 

(7)

 

(18)

 

 

 

 

 

232

 

272

Financing activities

 

 

 

 

 

Long-term debt - borrowings

9

 

521

 

581

Long-term debt - repayments

9

 

(317)

 

(296)

Capital contributions from participating non-controlling interests -

 

 

 

 

 

 

in operating subsidiaries

11

 

330

 

245

Distributions paid:

 

 

 

 

 

 

To participating non-controlling interests - in operating

 

 

 

 

 

 

 

subsidiaries and preferred equity

11

 

(44)

 

(26)

     

To unitholders of Brookfield Renewable or BRELP

12

 

(115)

 

(164)

 

 

 

 

 

375

 

340

Investing activities

 

 

 

 

 

Acquisitions

3

 

(528)

 

(540)

Investment in:

 

 

 

 

 

 

Sustaining capital expenditures

7

 

(15)

 

(11)

 

Development and construction of renewable power

 

 

 

 

 

 

 

generating assets

7

 

(21)

 

(11)

Investment in securities

 

 

(16)

 

-

Restricted cash and other

 

 

28

 

(26)

 

 

 

 

 

(552)

 

(588)

Foreign exchange loss on cash

 

 

(9)

 

-

Cash and cash equivalents

 

 

 

 

 

 

Increase

 

 

46

 

24

 

Balance, beginning of period

 

 

150

 

203

 

Balance, end of period

 

$

196

$

227

Supplemental cash flow information:

 

 

 

 

 

 

Interest paid

 

$

59

$

51

 

Interest received

 

 

4

 

3

 

Income taxes paid

 

 

10

 

14

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 40 


 

brookfield renewable energy partners l.p.

notes to the consolidated financial statements

1.  organization and description of the business

The business activities of Brookfield Renewable Energy Partners L.P. (“Brookfield Renewable”) consist of owning a portfolio of renewable power generating facilities in North America, Latin America and Europe.

Brookfield Renewable is a publicly traded limited partnership established under the laws of Bermuda pursuant to an amended and restated limited partnership agreement dated November 20, 2011.

The registered office of Brookfield Renewable is 73 Front Street, Fifth Floor, Hamilton HM12, Bermuda.

The immediate parent of Brookfield Renewable is its general partner, Brookfield Renewable Partners Limited (“BRPL”). The ultimate parent of Brookfield Renewable is Brookfield Asset Management Inc. (“Brookfield Asset Management”). Brookfield Asset Management and its subsidiaries, other than Brookfield Renewable, are also individually and collectively referred to as Brookfield in these financial statements.

Brookfield Renewable’s non-voting limited partnership units (“LP Units”) are traded under the symbol “BEP” on the New York Stock Exchange and under the symbol “BEP.UN” on the Toronto Stock Exchange.

2.  BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

The interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting on a basis consistent with the accounting policies disclosed in the audited consolidated financial statements for the fiscal year ended December 31, 2014.

Certain information and footnote disclosure normally included in the annual audited consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) have been omitted or condensed.  These interim consolidated financial statements should be read in conjunction with Brookfield Renewable’s December 31, 2014 audited consolidated financial statements.

The interim consolidated financial statements are unaudited and reflect any adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to a fair statement of results for the interim periods in accordance with IFRS.

The results reported in these interim consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for an entire year. Certain comparative figures have been reclassified to conform to the current year’s presentation.

These interim consolidated financial statements have been authorized for issuance by the Board of Directors of its general partner, BRPL, on May 6, 2015.  

All figures are presented in millions of United States (“U.S.”) dollars unless otherwise noted.

(b) Basis of preparation

The interim consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of property, plant and equipment and certain assets and liabilities which have been measured at fair value.  Cost is recorded based on the fair value of the consideration given in exchange for assets.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 41 


 

Consolidation

These interim consolidated financial statements include the accounts of Brookfield Renewable and its subsidiaries, which are the entities over which Brookfield Renewable has control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Non-controlling interests in the equity of Brookfield Renewable’s subsidiaries are shown separately in equity in the consolidated balance sheets.

(c) Future changes in accounting policies

There are no future changes to IFRS with potential impact on Brookfield Renewable other than the changes disclosed in the December 31, 2014 audited consolidated financial statements.

3.  BUSINESS COMBINATIONS  

The following investments were accounted for using the acquisition method, and the results of operations have been included in the interim consolidated financial statements since the respective dates of acquisition.

Portugal Wind Portfolio

In February 2015, Brookfield Renewable acquired two wind facilities in Portugal (“Portugal Wind”) with an aggregate capacity of 123 MW, and expected to generate 260 GWh annually.

The acquisition was completed with institutional partners, and Brookfield Renewable retains an approximate 40% interest. Total consideration of €65 million ($71 million) included cash paid on closing of €58 million ($63 million), post-closing adjustments, and deferred consideration.

Brazil Portfolio

In March 2015, Brookfield Renewable completed the acquisition of a 313 MW operating renewable power generation portfolio in Brazil (“Brazil Portfolio”), comprising of 43 MW of hydroelectric, 150 MW of wind and 120 MW of biomass generating capacity and a 55 MW biomass development project. The operating portfolio is expected to generate 1,264 GWh annually.

The acquisition was completed with institutional partners, and Brookfield Renewable retains an approximate 40% interest. Total consideration of R$1,678 million ($525 million) included cash paid of R$1,546 million ($484 million) and deferred consideration. The acquisition costs of $2 million were expensed as incurred.

Voting Agreements

In March 2015, Brookfield Renewable entered into voting agreements with certain Brookfield subsidiaries (and their managing members) related to Brookfield Infrastructure Fund II (the “BIF II Entities”) which are co-investors along with a subsidiary of Brookfield Renewable in Brazilian entities (the “FIPs”) which hold the Brazil Portfolio power generating operations. Pursuant to these voting agreements, the BIF II Entities agreed to provide Brookfield Renewable, among other things, the authority to direct the election of the manager of the jointly-owned FIPs.  

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 42 


 

Purchase price allocations, at fair values, with respect to the acquisitions are as follows:

(MILLIONS)

Brazil

Portugal

Total

Cash and cash equivalents

$

19

$

-

$

 19  

Restricted cash

 

16

 

5

 

 21  

Trade receivables and other current assets

 

10

 

3

 

 13  

Property, plant and equipment, at fair value

 

708

 

209

 

 917  

Current liabilities

 

(18)

 

(19)

 

 (37) 

Long-term debt

 

(197)

 

(111)

 

 (308) 

Other long-term liabilities

 

-

 

(16)

 

 (16) 

Non-controlling interests

 

(13)

 

-

 

 (13) 

Net assets acquired

$

525

$

71

$

 596  

During the three months ended March 31, 2015, the purchase price allocations for the acquisitions completed during the three months ended March 31, 2014 were finalized. No material changes to the provisional purchase price allocations disclosed in the December 31, 2014 audited consolidated financial statements in respect of the acquisitions had to be considered.

The estimated fair values of the assets acquired and liabilities assumed are expected to be finalized within 12 months of the acquisition date.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 43 


 

4.  risk management and financial instruments

Risk management

Brookfield Renewable’s activities expose it to a variety of financial risks, including market risk (i.e., commodity price risk, interest rate risk, and foreign currency risk), credit risk and liquidity risk.  Brookfield Renewable uses financial instruments primarily to manage these risks.

There have been no material changes in exposure to these risks since the December 31, 2014 audited consolidated financial statements.

Fair value disclosures

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair values determined using valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining those assumptions, management looks primarily to external readily observable market inputs such as interest rate yield curves, currency rates, and price, as applicable.  The fair value of interest rate swap contracts, which form part of financing arrangements, is calculated by way of discounted cash flows, using market interest rates and applicable credit spreads.

A fair value measurement of a non-financial asset is the consideration that would be received in an orderly transaction between market participants, considering the highest and best use of the asset.

Assets and liabilities  measured at fair value are categorized into one of three hierarchy levels, described below.  Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities.

Level 1 –  inputs are based on unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2 – inputs, other than quoted prices in Level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3 – inputs for the asset or liability that are not based on observable market data.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 44 


 

The following table presents Brookfield Renewable’s assets and liabilities measured and disclosed at fair value classified by the fair value hierarchy:

 

 

Mar 31, 2015

 

Dec 31

(MILLIONS)

Level 1

Level 2

Level 3

2015

2014

Assets measured at fair value:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

196

$

-

$

-

$

196

$

150

Restricted cash(1)

 

290

 

-

 

-

 

290

 

313

Financial instrument assets(1)

 

 

 

 

 

 

 

 

 

 

 

Energy derivative contracts

 

-

 

21

 

-

 

21

 

31

 

Foreign exchange swaps

 

-

 

69

 

-

 

69

 

35

Available-for-sale investments(2)

 

43

 

-

 

-

 

43

 

31

Property, plant and equipment

 

-

 

-

 

18,361

 

18,361

 

18,566

Liabilities measured at fair value:

 

 

 

 

 

 

 

 

 

 

Financial instrument liabilities(1)

 

 

 

 

 

 

 

 

 

 

 

Energy derivative contracts

 

-

 

(1)

 

-

 

(1)

 

-

 

Interest rate swaps

 

-

 

(216)

 

-

 

(216)

 

(170)

 

Foreign exchange swaps

 

-

 

-

 

-

 

-

 

(4)

Liabilities for which fair value is disclosed:

 

 

 

 

 

 

 

 

 

 

 

Long-term debt and credit facilities

 

-

 

(8,697)

 

-

 

(8,697)

 

(8,434)

Total

$

529

$

(8,824)

$

18,361

$

10,066

$

10,518

(1)       Includes both the current and long-term amounts.

(2)       Available-for-sale investments represent investment in securities.

 

There were no transfers between levels during the three months ended March 31, 2015.

Financial instruments disclosures

The aggregate amount of Brookfield Renewable’s net financial instrument positions are as follows:

 

 

Mar 31, 2015

Dec 31, 2014

 

 

 

 

 

Net (Assets)

Net (Assets)

(MILLIONS)

Assets

Liabilities

Liabilities

Liabilities

Energy derivative contracts

$

21

$

1

$

(20)

$

(31)

Interest rate swaps

 

-

 

216

 

216

 

170

Foreign exchange swaps

 

69

 

-

 

(69)

 

(31)

Total

 

90

 

217

 

127

 

108

Less: current portion

 

66

 

93

 

27

 

51

Long-term portion

$

24

$

124

$

100

$

57

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 45 


 

(a)   Energy derivative contracts

Brookfield Renewable has entered into long-term energy derivative contracts primarily to stabilize or eliminate the price risk on the sale of certain future power generation. Certain energy contracts are recorded in Brookfield Renewable’s interim consolidated financial statements at an amount equal to fair value, using quoted market prices or, in their absence, a valuation model using both internal and third-party evidence and forecasts.

(b)   Interest rate swaps

Brookfield Renewable has entered into interest rate swap contracts primarily to minimize exposure to interest rate fluctuations on its variable rate debt or to lock in interest rates on future debt refinancing.  All interest rate swap contracts are recorded in the interim consolidated financial statements at an amount equal to fair value.

(c)   Foreign exchange swaps

Brookfield Renewable has entered into foreign exchange swaps to minimize its exposure to currency fluctuations impacting its investments in foreign operations, and to fix the exchange rate on certain anticipated transactions denominated in foreign currencies.

The following table reflects the unrealized gains (losses) included in the interim consolidated statements of (loss) income:

THREE MONTHS ENDED MARCH 31

2015

2014

(MILLIONS)

Energy derivative contracts

$

2

$

  -

Foreign exchange swaps

 

(10)

 

  -

 

$

(8)

$

  -

The following table reflects the unrealized gains (losses) included in the interim consolidated statements of comprehensive (loss) income:

THREE MONTHS ENDED MARCH 31

2015

2014

(MILLIONS)

Energy derivative contracts

$

(6)

$

(6)

Interest rate swaps

 

(46)

 

(30)

Foreign exchange swaps

 

4

 

  -

 

$

(48)

$

(36)

The following table reflects the reclassification adjustments recognized in net income in the interim consolidated statements of comprehensive (loss) income:

THREE MONTHS ENDED MARCH 31

2015

2014

(MILLIONS)

Energy derivative contracts

$

(7)

$

8

 

 

 

 

 

 

           

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 46 


 

5.  related party transactions

Brookfield Renewable’s related party transactions are recorded at the exchange amount.  Brookfield Renewable’s related party transactions are primarily with Brookfield Asset Management and its subsidiaries.

The following table reflects the related party agreements and transactions on the interim consolidated statements of income for the three months ended March 31:

(MILLIONS)

 

2015

 

2014

Revenues

 

 

 

 

 

Power purchase and revenue agreements

$

109

$

35

 

Wind levelization agreement

 

2

 

1

 

 

$

111

$

36

Direct operating costs

 

 

 

 

 

Energy purchases

$

(2)

$

(6)

 

Energy marketing fee

 

(5)

 

(5)

 

Insurance services

 

(7)

 

(7)

 

 

$

(14)

$

(18)

Management service costs

$

(14)

$

(11)

6. EQUITY-ACCOUNTED INVESTMENTS

The following table outlines the changes in Brookfield Renewable’s equity-accounted investments:

 

Three months ended

Year ended

(MILLIONS)

 

Mar 31, 2015

Dec 31, 2014

Balance, beginning of year

$

273

$

290

California hydroelectric step acquisition

 

-

 

(39)

Revaluation recognized through OCI

 

-

 

56

Share of OCI

 

-

 

1

Share of net income

 

3

 

3

Dividends declared

 

(8)

 

(27)

Foreign exchange loss

 

(12)

 

(11)

Balance, end of period/year

$

256

$

273

The following table summarizes certain financial information of equity-accounted investments for the three months ended March 31:

(MILLIONS)

 

2015

 

2014

Revenue

$

22

$

41

Net income

 

6

 

1

Share of net income (loss)

 

 

 

 

 

Cash earnings

 

4

 

7

 

Non-cash loss

 

(1)

 

(6)

 

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 47 


 

7.   PROPERTY, PLANT AND EQUIPMENT, AT FAIR VALUE   

The following table presents a reconciliation of property, plant and equipment at fair value:

 

 

 

 

 

 

 

 

 

(MILLIONS)

Hydroelectric(1)

Wind

Other(2)

Total(3)

As at December 31, 2014

$

15,210

$

3,315

$

41

$

18,566

Foreign exchange

 

(794)

 

(204)

 

(2)

 

(1,000)

Additions(4)

 

34

 

2

 

-

 

36

Acquisitions through business combinations

 

 161  

 

527

 

229

 

 917  

Depreciation

 

(103)

 

(54)

 

(1)

 

(158)

As at March 31, 2015

$

14,508

$

3,586

$

267

$

18,361

(1)       Includes intangible assets, the value of which is not material.

(2)       Includes co-generation and biomass.

(3)       Includes construction work in process (“CWIP”) of $231 million.

(4)       Includes $13 million of development assets acquired during the three months ended March 31, 2015. 

  

8.  accounts payable and accrued liabilities

Brookfield Renewable’s accounts payable and accrued liabilities are as follows:  

 

 

Mar 31

 

Dec 31

(MILLIONS)

 

2015

 

2014

Operating accrued liabilities

$

124

$

131

Interest payable on corporate and subsidiary borrowings

 

85

 

44

Accounts payable

 

40

 

29

LP Unitholders’ distribution and preferred dividends payable(1)

 

20

 

19

Other

 

30

 

30

 

$

299

$

253

(1)       Includes amounts payable only to external LP Unitholders. Amounts payable to Brookfield are included in due to related parties.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 48 


 

9.  LONG-TERM DEBT AND CREDIT FACILITIES

The composition of debt obligations is presented in the following table:

 

 

 

Mar 31, 2015

Dec 31, 2014

 

 

 

Weighted-average

 

 

Weighted-average

 

 

 

 

 

Interest

Term

 

 

Interest

Term

 

 

(MILLIONS EXCEPT AS NOTED)

rate (%)

(years)

 

rate (%)

(years)

 

Corporate borrowings

 

 

 

 

 

 

 

 

 

Series 3 (CDN$200)

5.3

3.6

$

158

5.3

3.8

$

172

 

Series 4 (CDN$150)

5.8

21.6

 

118

5.8

21.9

 

129

 

Series 6 (CDN$300)

6.1

1.7

 

237

6.1

1.9

 

258

 

Series 7 (CDN$450)

5.1

5.5

 

355

5.1

5.8

 

388

 

Series 8 (CDN$400)

4.8

6.9

 

315

4.8

7.1

 

344

 

Series 9 (CDN$400)

3.8

10.2

 

315

-

-

 

-

 

 

 

5.0

7.3

$

1,498

5.3

6.7

$

1,291

Subsidiary borrowings

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

United States

5.3

8.1

$

3,463

5.3

8.3

$

3,468

 

 

Canada

5.7

13.8

 

1,642

5.7

13.8

 

1,798

 

 

 

5.4

9.9

 

5,105

5.4

10.2

 

5,266

 

Latin America

7.8

11.5

 

350

7.3

10.4

 

189

 

Europe

4.0

11.7

 

624

3.5

12.5

 

594

 

 

 

5.4

10.2

$

6,079

5.3

10.4

 

6,049

Credit facilities

1.4

4.3

$

319

1.4

4.5

 

401

Total debt

 

 

$

7,896

 

 

$

7,741

Add: Unamortized premiums(1)

 

 

 

7

 

 

 

8

Less: Unamortized financing fees(1)

 

 

 

(69)

 

 

 

(71)

Less: Current portion

 

 

 

(417)

 

 

 

(256)

 

 

 

 

 

$

7,417

 

 

$

7,422

(1)            Unamortized premiums and unamortized financing fees are amortized to interest expense over the terms of the borrowing.

Corporate borrowings

Corporate borrowings are obligations of a finance subsidiary of Brookfield Renewable, Brookfield Renewable Energy Partners ULC (“BREP Finance”) (Note 13  - Subsidiary public issuers). BREP Finance may redeem some or all of the borrowings from time to time, pursuant to the terms of the indenture. The balance is payable upon maturity, and interest on corporate borrowings is paid semi-annually. The term notes payable by BREP Finance are unconditionally guaranteed by Brookfield Renewable, BRELP and certain other subsidiaries.

In March 2015, Brookfield Renewable issued C$400 million ($317 million) of medium-term corporate notes, maturing in June 2025 at a fixed rate of 3.75%.

Subsidiary borrowings

Subsidiary borrowings are generally asset-specific, long-term, non-recourse borrowings denominated in the domestic currency of the subsidiary. Subsidiary borrowings in North America and Europe consist of both fixed and floating interest rate debt.  Brookfield Renewable uses interest rate swap agreements to

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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minimize its exposure to floating interest rates.  Subsidiary borrowings in Brazil consist of floating interest rates of Taxa de Juros de Longo Prazo, the Brazil National Bank for Economic Development’s long-term interest rate, or Interbank Deposit Certificate rate, plus a margin.

In February 2015, Brookfield Renewable secured an 18-month extension on $75 million of debt associated with a portfolio of hydroelectric and wind facilities in the United States held through the Brookfield Americas Infrastructure Fund. The debt bears interest at LIBOR plus 2.75%, and matures in August 2016.

In February 2015, Brookfield Renewable refinanced indebtedness associated with a 45 MW hydroelectric facility in British Columbia by issuing C$90 million ($76 million) of bonds with an interest rate of 2.95%, maturing in May 2023. Brookfield Renewable owns a 50%, equity-accounted interest in this facility.

In February 2015, as part of the acquisition of a 123 MW wind portfolio in Portugal, Brookfield Renewable assumed loans with principal balances totaling €99 million ($109 million). The loans bear interest at an initial weighted-average fixed rate of 6.28%, including the related interest rate swaps, and have a weighted-average remaining term of 9.5 years.

In March 2015, as part of the acquisition of a 313 MW operating renewable power generation portfolio in Brazil comprising of 43 MW of hydroelectric, 150 MW of wind, and 120 MW of biomass generating capacity and a 55 MW biomass development project, Brookfield Renewable assumed R$631 million ($197 million) of debt with a combination of variable and fixed interest rates, and a weighted-average remaining term of 12.7 years.

Credit facilities

Brookfield Renewable’s corporate credit facilities in the amount of $1,280 million mature in June 2019 and the applicable margin is 1.20%. The credit facilities are used for general working capital purposes. The credit facilities are available by way of advances in Canadian dollars, U.S. dollars, Euro (€) or British Pound Sterling (£) in the form of (i) Canadian prime rate loans (ii) U.S. base rate loans (iii) bankers’ acceptance (“BA”) rate loans (iv) LIBOR loans (v) EURIBOR loans and (vi) letters of credit. Refer to Note 15 – Commitments, contingencies and guarantees for further details regarding letters of credit. The credit facilities bear interest at the applicable BA rate, LIBOR or EURIBOR plus an applicable margin. The applicable margin is tiered on the basis of Brookfield Renewable’s unsecured long-term debt rating. Standby fees are charged on the undrawn balance.

In addition, Brookfield Asset Management provided a $200 million committed unsecured revolving credit facility maturing in December 2015, at LIBOR plus 2%.

Brookfield Renewable and its subsidiaries issue letters of credit from some of its credit facilities for general corporate purposes which include, but are not limited to, security deposits, performance bonds and guarantees for debt service reserve accounts.

The following table summarizes the available portion of credit facilities:

 

Mar 31

Dec 31

(MILLIONS)

 

2015

 

2014

Authorized credit facilities

$

1,480

$

1,480

Draws on credit facilities(1)

 

(113)

 

(401)

Issued letters of credit

 

(217)

 

(227)

Available portion of credit facilities

$

1,150

$

852

(1)            Amounts are unsecured and revolving. Interest rate is at the LIBOR plus 1.20% (December 31, 2014: 1.20%).

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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During the three months ended March 31, 2015, Brookfield Renewable borrowed $206 million from a subscription credit facility made available by a private fund sponsored by Brookfield. This subscription credit facility is only available to Brookfield Renewable on a limited basis. The facility has an interest rate of LIBOR plus 1.55% and is secured by capital contributed to the private fund.  

10.  Income taxes

Brookfield Renewable’s effective income tax rate was 2% for the three months ended March 31, 2015 (2014: 7.4%). The effective tax rate is less than the statutory rate primarily due to rate differentials and non-controlling interests’ income not subject to tax.  

11. Non-controlling interests

Brookfield Renewable’s non-controlling interests are comprised of the following:

 

 

Mar 31

Dec 31

(MILLIONS)

 

2015

 

2014

Preferred equity

$

667

$

728

Participating non-controlling interests - in operating subsidiaries

 

2,323

 

2,062

General partnership interest in a holding subsidiary held by Brookfield

 

54

 

59

Participating non-controlling interests - in a holding subsidiary -

 

 

 

 

  

 Redeemable/Exchangeable units held by Brookfield

 

2,617

 

2,865

Total

$

5,661

$

5,714

Preferred equity

Brookfield Renewable’s preferred equity consists of Class A Preference Shares as follows:

 

 

 

Earliest

Dividends declared

 

 

 

 

 

 

Cumulative

permitted

for the three months

 

 

 

 

 

Shares

dividend

redemption

ended March 31

Mar 31

Dec 31

(MILLIONS)

outstanding

rate

date

2015

2014

2015

2014

Series 1 (CDN$250)

10

5.25%

Apr 30, 2015

$

2

$

3

$

197

$

214

Series 3 (CDN$250)

10

4.40%

Jul 31, 2019

 

2

 

2

 

196

 

214

Series 5 (CDN$175)

7

5.00%

Apr 30, 2018

 

2

 

2

 

137

 

150

Series 6 (CDN$175)

7

5.00%

Jul 31, 2018

 

2

 

2

 

137

 

150

 

34

 

 

$

8

$

9

$

667

$

728

The Class A Preference Shares do not have a fixed maturity date and are not redeemable at the option of the holders. As at March 31, 2015, none of the issued Class A Preference Shares have ever been redeemed by Brookfield Renewable Power Preferred Equity Inc. (“BRP Equity”).

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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Participating non-controlling interests – in operating subsidiaries

The net change in participating non-controlling interests – in operating entities is as follows:

 

 

Brookfield

 

 

 

 

 

 

 

 

 

 

 

 

Americas

Brookfield

 

 

Brookfield

 

 

 

 

 

 

Infrastructure

Infrastructure

The Catalyst

Energia

 

 

 

 

(MILLIONS)

Fund

Fund II

Group

Renovável

Other

Total

As at December 31, 2013

$

891

$

207

$

116

$

46

$

43

$

1,303

Net income

 

14

 

22

 

14

 

-

 

1

 

51

OCI

 

54

 

187

 

8

 

-

 

10

 

259

Capital contributions(1)

 

-

 

610

 

-

 

-

 

-

 

610

Distributions

 

(45)

 

(89)

 

(12)

 

(3)

 

-

 

(149)

Other

 

-

 

-

 

-

 

(11)

 

(1)

 

(12)

As at December 31, 2014

$

914

$

937

$

126

$

32

$

53

$

2,062

Net income

 

(7)

 

16

 

3

 

-

 

2

 

14

OCI

 

(36)

 

(16)

 

-

 

(5)

 

(4)

 

(61)

Capital contributions(1)

 

-

 

330

 

-

 

-

 

-

 

330

Distributions

 

(11)

 

(22)

 

-

 

-

 

(2)

 

(35)

Other

 

-

 

13

 

-

 

-

 

-

 

13

As at March 31, 2015

$

860

$

1,258

$

129

$

27

$

49

$

2,323

Interests held by third parties

 

75-80%

 

50-60%

 

25%

 

24-30%

 

23-50%

 

 

(1)         Capital contributions are for the purposes of acquisitions and fund expenses.

  

General partnership interest in a holding subsidiary held by Brookfield and Participating non-controlling interests – in a holding subsidiary - Redeemable/Exchangeable units held by Brookfield

Brookfield, as the owner of the 1% general partnership interest in BRELP held by Brookfield (“GP interest”), is entitled to regular distributions plus an incentive distribution based on the amount by which quarterly distributions exceed specified target levels. To the extent that LP Unit distributions exceed $0.375 per LP Unit per quarter, the incentive is 15% of distributions above this threshold. To the extent that quarterly LP Unit distributions exceed $0.4225 per LP Unit, the incentive distribution is equal to 25% of distributions above this threshold.

Consolidated equity includes Redeemable/Exchangeable partnership units and the GP interest. The Redeemable/Exchangeable partnership units are held 100% by Brookfield, which at its discretion has the right to redeem these units for cash consideration. No Redeemable/Exchangeable partnership units have been redeemed for cash consideration. Since this redemption right is subject to Brookfield Renewable’s right, at its sole discretion, to satisfy the redemption request with LP Units of Brookfield Renewable, the Redeemable/Exchangeable partnership units are classified as equity in accordance with IAS 32, Financial Instruments: Presentation. The Redeemable/Exchangeable partnership units and GP interest are presented as non-controlling interests since they provide Brookfield the direct economic benefits and exposures to the underlying performance of BRELP. The LP Units issued by Brookfield Renewable and  the Redeemable/Exchangeable partnership units issued by its subsidiary BRELP have the same economic attributes in all respects, except for the redemption right described above. The Redeemable/Exchangeable partnership units and the GP interest participate in earnings and distributions on a per unit basis equivalent to the per unit participation of the LP Units of Brookfield Renewable.

As at March 31, 2015, general partnership units, representing the GP interest and Redeemable/Exchangeable partnership units outstanding were 2,651,506 (December 31, 2014: 2,651,506) and 129,658,623 (December 31, 2014: 129,658,623), respectively.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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Distributions

The composition of the distributions for the three months ended March 31 is presented in the following table:

(MILLIONS)

 

2015

 

2014

General partnership interest in a holding subsidiary held by Brookfield

$

1

$

1

 

Incentive distribution

 

2

 

1

 

 

 

$

3

$

2

 

 

 

 

 

 

 

Participating non-controlling interests - in  a holding subsidiary -

 

 

 

 

 

Redeemable/Exchangeable units held by Brookfield

$

55

$

50

 

 

 

$

58

$

52

 

 

 

 

 

 

 

12. LIMITED PARTNERS’ EQUITY

Limited partners’ equity

As at March 31, 2015, LP Units outstanding were 143,400,603 (December 31, 2014: 143,356,854) including 40,026,986 (December 31, 2014: 40,026,986) held by Brookfield. Brookfield owns all general partnership interests in Brookfield Renewable representing a 0.01% interest.

During the three months ended March 31, 2015, 43,749 LP Units (2014: 45,459 LP Units) were issued under the distribution reinvestment plan.

As at March 31, 2015, Brookfield’s direct and indirect interest of 169,685,609 LP Units and Redeemable/Exchangeable partnership units represents approximately 62% of Brookfield Renewable on a fully-exchanged basis.

On an unexchanged basis, Brookfield holds a 28% direct limited partnership interest in Brookfield Renewable, a 47% direct interest in BRELP through the ownership of Redeemable/Exchangeable partnership units and a direct 1% GP interest in BRELP as at March 31, 2015.

Distributions

Distributions may be made by the general partner of Brookfield Renewable with the exception of instances that there is insufficient cash available, payment rends Brookfield Renewable unable to pay its debt or payment of which might leave Brookfield Renewable unable to meet any future contingent obligations.

For the three months ended March 31, 2015, Brookfield Renewable declared distributions on its LP Units of $61 million or $0.415 per LP Unit (2014: $51 million or $0.3875 per LP Unit).

The composition of the distribution for the three months ended March 31 is presented in the following table:

(MILLIONS)

 

2015

 

2014

Brookfield

$

17

$

15

External LP Unitholders

 

44

 

36

 

$

61

$

51

In February 2015, unitholder distributions were increased to $1.66 per unit on an annualized basis, an increase of eleven cents per unit, to take effect with the distribution payable in March 2015.  

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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13.  subsidiary public issuers

The following tables provide consolidated summary financial information for Brookfield Renewable, BRP Equity, and BREP Finance:  

 

 

 

 

 

  

  

Brookfield

 

 

Brookfield

BRP

BREP

Other

Consolidating

Renewable

(MILLIONS)

 

Renewable

Equity

Finance

Subsidiaries(1)

adjustments(2)

consolidated

As at March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

$

23

$

-

$

1,521

$

725

$

(1,547)

$

722

Long-term assets

 

2,893

 

657

 

-

 

18,957

 

(3,544)

 

18,963

Current liabilities

 

22

 

8

 

24

 

2,373

 

(1,547)

 

880

Long-term liabilities

 

-

 

-

 

1,492

 

9,410

 

(652)

 

10,250

Preferred equity

 

-

 

667

 

-

 

-

 

-

 

667

Participating non-controlling interests -

 

 

 

 

 

 

 

 

 

 

 

 

 

 in operating subsidiaries

 

-

 

-

 

-

 

2,323

 

-

 

2,323

Participating non-controlling interests -

 

 

 

 

 

 

 

 

 

 

 

 

 

in a holding subsidiary - Redeemable/

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable units held by Brookfield

 

-

 

-

 

-

 

2,617

 

-

 

2,617

As at December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

$

21

$

-

$

1,307

$

697

$

(1,331)

$

694

Long-term assets

 

3,166

 

717

 

-

 

19,148

 

(3,876)

 

19,155

Current liabilities

 

20

 

9

 

16

 

1,954

 

(1,312)

 

687

Long-term liabilities

 

-

 

-

 

1,286

 

9,706

 

(711)

 

10,281

Preferred equity

 

-

 

728

 

-

 

-

 

-

 

728

Participating non-controlling interests -

 

 

 

 

 

 

 

 

 

 

 

 

 

in operating subsidiaries

 

-

 

-

 

-

 

2,062

 

-

 

2,062

Participating non-controlling interests -

 

 

 

 

 

 

 

 

 

 

 

 

 

in a holding subsidiary - Redeemable/

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable units held by Brookfield

 

-

 

-

 

-

 

2,865

 

-

 

2,865

(1)            Includes subsidiaries of Brookfield Renewable, other than BRP Equity and BREP Finance.

(2)            Includes elimination of intercompany transactions and balances necessary to present Brookfield Renewable on a consolidated basis.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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Brookfield

 

Brookfield

BRP

BREP

Other

Consolidating

Renewable

(MILLIONS)

Renewable

Equity

Finance

Subsidiaries(1)

adjustments(2)

consolidated

For the three months ended Mar 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-

$

-

$

-

$

441

$

-

$

441

Net income (loss)

 

15

 

-

 

(1)

 

52

 

(15)

 

51

For the three months ended Mar 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-

$

-

$

-

$

480

$

-

$

480

Net income (loss)

 

38

 

-

 

-

 

125

 

(38)

 

125

(1)            Includes subsidiaries of Brookfield Renewable, other than BRP Equity and BREP Finance.

(2)            Includes elimination of intercompany transactions and balances necessary to present Brookfield Renewable on a consolidated basis.

See Note 9 – Long-term debt and credit facilities for additional details regarding the mid-term corporate notes issued by BREP Finance. See Note 11 – Non-controlling interests for additional details regarding Class A Preference Shares issued by BRP Equity.

  

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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14.  segmented information

Brookfield Renewable operates renewable power generating assets, which include conventional hydroelectric facilities and wind facilities located in North America, Latin America and Europe. Brookfield Renewable also operates two co-generation (“Co-gen”) facilities and three biomass facilities. Brookfield Renewable’s Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer (collectively, the chief operating decision maker or “CODM”) review the results of the business, manage operations, and allocate resources based on the type of power generation (Hydroelectric, Wind, and Other, which includes Co-gen and Biomass).

Effective January 1, 2015, the geographies by which the Hydroelectric and Wind segments are further evaluated and for which information is disclosed have changed in order to allow the CODM to more effectively evaluate the business in a manner aligned with the continental operating platforms. Accordingly, while information regarding the United States and Canada will continue to be disclosed in a manner consistent with prior periods, these two segments have been further combined into the “North America” segment. The “Latin America” segment includes the former Brazil segment, while the “Europe” segment was not affected as a result of these changes.

In accordance with IFRS 8, Operating Segments, Brookfield Renewable discloses information about its reportable segments based upon the measures used by the CODM in assessing performance. The accounting policies of the reportable segments are the same as those described in Note 2 – Basis of presentation and significant accounting policies of the December 31, 2014 audited consolidated financial statements. Brookfield Renewable analyzes the performance of its operating segments based on revenues, Adjusted EBITDA, and Funds From Operations.

Adjusted EBITDA means revenues less direct costs (including energy marketing costs), plus Brookfield Renewable’s share of cash earnings from equity-accounted investments and other income, before interest, income taxes, depreciation, management service costs and the cash portion of non-controlling interests.

Funds From Operations is defined as Adjusted EBITDA less interest, current income taxes and management service costs, which is then adjusted for the cash portion of non-controlling interests.

Transactions between the reportable segments occur at fair value.

The following segmented information is regularly reported to our CODM.

 

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

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Hydroelectric

 

Wind

Other(1)

Corporate

Total

 

 

North America

Latin

 

North America

 

 

 

 

 

 

 

(MILLIONS)

U.S.

Canada

Total

America

 

U.S.

Canada

Total

Europe

 

 

 

For the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

191

$

106

$

297

$

45

 

$

20

$

31

$

51

$

41

$

7

$

  -

$

441

Adjusted EBITDA

 

127

 

104

 

231

 

31

 

 

10

 

26

 

36

 

39

 

4

 

(3)

 

338

Interest expense - borrowings

 

(41)

 

(16)

 

(57)

 

(4)

 

 

(9)

 

(8)

 

(17)

 

(7)

 

  -

 

(20)

 

(105)

Funds From Operations prior to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 non-controlling interests

 

85

 

88

 

173

 

24

 

 

1

 

18

 

19

 

31

 

4

 

(37)

 

214

Cash portion of non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests

 

(31)

 

(2)

 

(33)

 

(3)

 

 

(3)

 

  -

 

(3)

 

(14)

 

  -

 

(8)

 

(61)

Funds From Operations

 

54

 

86

 

140

 

21

 

 

(2)

 

18

 

16

 

17

 

4

 

(45)

 

153

Depreciation

 

(49)

 

(20)

 

(69)

 

(34)

 

 

(16)

 

(17)

 

(33)

 

(21)

 

(1)

 

  -

 

(158)

For the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

206

$

98

$

304

$

89

 

$

29

$

39

$

68

$

  -

$

19

$

  -

$

480

Adjusted EBITDA

 

151

 

79

 

230

 

73

 

 

16

 

35

 

51

 

  -

 

11

 

(5)

 

360

Interest expense - borrowings

 

(39)

 

(16)

 

(55)

 

(5)

 

 

(10)

 

(10)

 

(20)

 

  -

 

  -

 

(21)

 

(101)

Funds From Operations prior to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 non-controlling interests

 

110

 

63

 

173

 

62

 

 

6

 

25

 

31

 

  -

 

11

 

(37)

 

240

Cash portion of non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests

 

(35)

 

  -

 

(35)

 

(4)

 

 

(7)

 

  -

 

(7)

 

  -

 

  -

 

(9)

 

(55)

Funds From Operations

 

75

 

63

 

138

 

58

 

 

(1)

 

25

 

24

 

  -

 

11

 

(46)

 

185

Depreciation

 

(37)

 

(20)

 

(57)

 

(34)

 

 

(18)

 

(16)

 

(34)

 

  -

 

(1)

 

  -

 

(126)

(1)            Includes Co-gen.  

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 57 


 

The following table reconciles Adjusted EBITDA and Funds From Operations, presented in the above tables, to net income as presented in the interim consolidated statements of income for the three months ended March 31:

(MILLIONS)

 

 

 

Notes

 

2015

 

2014

Revenues

5

$

441

$

480

Other income

 

 

27

 

3

Share of cash earnings from equity-accounted investments

6

 

4

 

7

Direct operating costs

 

 

 

 

 

(134)

 

(130)

Adjusted EBITDA

 

 

338

 

360

Interest expense - borrowings

9

 

(105)

 

(101)

Management service costs

5

 

(14)

 

(11)

Current income tax expense

10

 

(5)

 

(8)

Funds From Operations prior to non-controlling interests

 

 

214

 

240

Less: cash portion of non-controlling interests

 

 

 

 

 

 

 

Preferred equity

11

 

(8)

 

(9)

 

 

Participating non-controlling interests - in operating

 

 

 

 

 

    

 

 

subsidiaries

11

 

(53)

 

(46)

Funds From Operations

 

 

153

 

185

Add: cash portion of non-controlling interests

11

 

61

 

55

Depreciation

7

 

(158)

 

(126)

Unrealized financial instruments loss

4

 

(8)

 

-

Share of non-cash loss from equity-accounted investments

6

 

(1)

 

(6)

Deferred income tax recovery (expense)

10

 

6

 

(2)

Other

3

 

(2)

 

19

Net income

 

$

51

$

125

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 58 


 

The following table presents information about Brookfield Renewable’s certain balance sheet items on a segmented basis:

 

 

 Hydroelectric 

 

Wind energy

Other(1)

Corporate

Total

 

 

North America

Latin

 

North America

Latin

 

 

 

 

 

(MILLIONS)

U.S.

Canada

Total

America

 

U.S.

Canada

Total

America

Europe

 

 

 

 

 

As at March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 equipment, at fair value

$

7,883

$

4,721

$

12,604

$

1,904

 

$

1,188

$

1,029

$

2,217

$

318

$

1,051

$

267

$

-

$

18,361

Total assets

 

8,416

 

4,938

 

13,354

 

2,078

 

 

1,264

 

1,065

 

2,329

 

340

 

1,182

 

275

 

127

 

19,685

Total borrowings

 

2,817

 

1,058

 

3,875

 

400

 

 

616

 

572

 

1,188

 

137

 

613

 

16

 

1,605

 

7,834

Total liabilities

 

4,314

 

1,980

 

6,294

 

556

 

 

758

 

800

 

1,558

 

145

 

820

 

19

 

1,738

 

11,130

For the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 and equipment

 

10

 

6

 

16

 

179

 

 

1

 

-

 

1

 

318

 

210

 

229

 

-

 

953

As at December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 equipment, at fair value

$

7,922

$

5,168

$

13,090

$

2,120

 

$

1,203

$

1,137

$

2,340

$

-

$

975

$

41

$

-

$

18,566

Total assets

 

8,463

 

5,286

 

13,749

 

2,287

 

 

1,292

 

1,164

 

2,456

 

-

 

1,108

 

43

 

206

 

19,849

Total borrowings

 

2,814

 

1,155

 

3,969

 

189

 

 

621

 

629

 

1,250

 

-

 

583

 

-

 

1,687

 

7,678

Total liabilities

 

4,345

 

2,214

 

6,559

 

300

 

 

706

 

865

 

1,571

 

-

 

747

 

1

 

1,790

 

10,968

For the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 and equipment

 

1,415

 

40

 

1,455

 

19

 

 

10

 

17

 

27

 

-

 

1,129

 

-

 

-

 

2,630

(1)            Includes Co-gen and biomass.

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 59 


 

15.  Commitments, contingencies and guarantees

Commitments

In the course of its operations, Brookfield Renewable and its subsidiaries have entered into agreements for the use of water, land and dams. Payment under those agreements varies with the amount of power generated. The various agreements are renewable and extend up to 2091.

In November 2014, Brookfield Renewable entered into an agreement to acquire a 488 MW portfolio in Brazil comprising hydroelectric, wind, and biomass generating capacity. During the three months ended March 31, 2015 Brookfield Renewable completed the acquisition of 368 MW in renewable power generation facilities. The acquisition of a 120 MW hydroelectric facility, expected to generate 527 GWh annually, is expected to close in the second quarter of 2015, subject to regulatory approvals and closing conditions. The acquisition is being pursued with our institutional partners, and Brookfield Renewable will retain an approximate 40% controlling interest.  

The remaining development project costs on three hydroelectric projects in Brazil totaling 72 MW and a 12 MW wind facility in Ireland are expected to be $264 million. The wind facility in Ireland is expected to be fully operational in 2015, and the hydroelectric projects in Brazil in 2017.

Contingencies

Brookfield Renewable and its subsidiaries are subject to various legal proceedings, arbitrations and actions arising in the normal course of business. While the final outcome of such legal proceedings and actions cannot be predicted with certainty, it is the opinion of management that the resolution of such proceedings and actions will not have a material impact on Brookfield Renewable’s consolidated financial position or results of operations.

Brookfield Renewable, on behalf of Brookfield Renewable’s subsidiaries, and the subsidiaries themselves have provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance. The activity on the issued letters of credit by Brookfield Renewable can be found in Note 9 – Long-term debt and credit facilities.

Brookfield Renewable along with institutional investors have provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance as it relates to interests in the Brookfield Americas Infrastructure Fund and the Brookfield Infrastructure Fund II. As at March 31, 2015, letters of credit issued by Brookfield Renewable along with institutional investors were $115 million (2014: $125 million).

Guarantees

In the normal course of operations, Brookfield Renewable and its subsidiaries execute agreements that provide for indemnification and guarantees to third parties of transactions such as business dispositions, capital project purchases, business acquisitions, and sales and purchases of assets and services. Brookfield Renewable has also agreed to indemnify its directors and certain of its officers and employees. The nature of substantially all of the indemnification undertakings prevents Brookfield Renewable from making a reasonable estimate of the maximum potential amount that Brookfield Renewable could be required to pay third parties as the agreements do not always specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, neither Brookfield Renewable nor its subsidiaries have made material payments under such indemnification agreements.  

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 60 


 

16.  subsequent eventS

In April 2015, the fixed dividend rate on the Series 1 Preference Shares for the five years commencing May 1, 2015 and ending April 30, 2020 was reset and, if declared, will be paid at an annual rate of 3.355% ($0.2096875 per share per quarter). The holders of 4,518,289 Series 1 Preference Shares exercised their right to convert their shares into Class A, Series 2 Preference Shares on a one-for-one basis. The holders of the Series 2 Preference Shares will be entitled to receive floating rate cumulative preferential cash dividends, equal to the T-Bill Rate plus 2.62%. The quarterly dividend in respect of the May 1, 2015 to July 31, 2015 dividend period will be paid at an annual rate of 3.148% (C$0.198367 per share), payable on July 31, 2015).

On May 5, 2015, an affiliate of Brookfield, on behalf of a consortium of investors that would, if successful, include Brookfield Renewable, pre-qualified for the Colombian government’s sale process relating to its controlling stake in Isagen, Colombia’s second largest energy generator.

  

 

Brookfield Renewable Energy Partners L.P.                                                                      Interim Report                                                                                         March 31, 2015                       

Page 61 


 

GENERAL INFORMATION 

 

 

 

Corporate Office

 

73 Front Street

Fifth Floor

Hamilton, HM12

Bermuda

Tel:  (441) 294-3304

Fax: (441) 516-1988

www.brookfieldrenewable.com

 

 

Officers of Brookfield Renewable Energy Partners L.P.’s Service Provider, BRP Energy Group L.P.

 

Harry Goldgut

Group Chairman

 

Richard Legault

Chief Executive Officer

 

Sachin Shah

President and Chief Operating Officer

 

Nicholas Goodman

Chief Financial Officer

 

Transfer Agent & Registrar

Computershare Trust Company of Canada

100 University Avenue

9th floor

Toronto, Ontario, M5J 2Y1

Tel  Toll Free: (800) 564-6253

Fax Toll Free: (888) 453-0330

www.computershare.com

 

 

Directors of the General Partner of

Brookfield Renewable Energy Partners L.P.

Jeffrey Blidner

Eleazar de Carvalho Filho

John Van Egmond

David Mann

Lou Maroun

Patricia Zuccotti

Lars Josefsson

 

Exchange Listing

NYSE: BEP (LP Units)

TSX:    BEP.UN (LP Units)

TSX:    BRF.PR.A (Preferred shares – Series 1)

TSX:    BRF.PR.B (Preferred shares – Series 2)

TSX:    BRF.PR.C (Preferred shares – Series 3)

TSX:    BRF.PR.E (Preferred shares – Series 5)

TSX:    BRF.PR.F (Preferred shares – Series 6)

 

Investor Information

 

Visit Brookfield Renewable online at
www.brookfieldrenewable.com  for more information. The 2014 Annual Report and Form 20-F is also available online. For detailed and up-to-date news and information, please visit the News Release section.

 

Additional financial information is filed electronically with various securities regulators in United States and Canada through EDGAR at www.sec.gov  and  through SEDAR at www.sedar.com. 

 

Shareholder enquiries should be directed to the Investor Relations Department at (416) 359-1955 or
unitholderenquiries@brookfieldrenewable.com 

 

 

 

 

 

  

                                            


 

NYSE:

 

BEP

 

TSX:

 

BEP.UN

 

 

 

 

 

 

www.brookfieldrenewable.com

                                            



 

 

Brookfield Renewable Energy Partners L.P.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

AS AT MARCH 31, 2015 AND 2014 AND

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

 

 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

UNAUDITED

 

 

Mar 31

 

Dec 31

(MILLIONS)

Notes

 

2015

 

2014

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

196

$

150

 

Restricted cash

 

 

199

 

232

 

Trade receivables and other current assets

 

 

225

 

201

 

Financial instrument assets

4

 

66

 

48

 

Due from related parties

 

 

36

 

63

 

 

 

 

 

722

 

694

Financial instrument assets

4

 

24

 

18

Equity-accounted investments

6

 

256

 

273

Property, plant and equipment, at fair value

7

 

18,361

 

18,566

Deferred income tax assets

10

 

147

 

142

Other long-term assets

 

 

175

 

156

 

 

$

19,685

$

19,849

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

8

$

299

$

253

 

Financial instrument liabilities

4

 

93

 

99

 

Due to related parties

 

 

71

 

79

 

Current portion of long-term debt

9

 

417

 

256

 

 

 

 

 

880

 

687

Financial instrument liabilities

4

 

124

 

75

Long-term debt and credit facilities

9

 

7,417

 

7,422

Deferred income tax liabilities

10

 

2,547

 

2,637

Other long-term liabilities

 

 

162

 

147

 

 

 

 

 

11,130

 

10,968

Equity

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

Preferred equity

11

 

667

 

728

 

Participating non-controlling interests - in operating

 

 

 

 

 

 

 

subsidiaries

11

 

2,323

 

2,062

 

General partnership interest in a holding subsidiary

 

 

 

 

 

 

 

held by Brookfield

11

 

54

 

59

 

Participating non-controlling interests - in a holding subsidiary

 

 

 

 

 

 

 

 - Redeemable/Exchangeable units held by Brookfield

11

 

2,617

 

2,865

Limited partners' equity

12

 

2,894

 

3,167

 

 

 

 

 

8,555

 

8,881

 

 

 

 

$

19,685

$

19,849

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

Approved on behalf of Brookfield Renewable Energy Partners L.P.:

 

 

 

 

Patricia Zuccotti

Director

David Mann

Director

         

  

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 1 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

UNAUDITED

 

 

 

 

 

 

THREE MONTHS ENDED MARCH 31

Notes

2015

2014

 

(MILLIONS, EXCEPT AS NOTED)

 

Revenues

5

$

441

$

480

 

Other income

 

 

27

 

3

 

Direct operating costs

 

 

(134)

 

(130)

 

Management service costs

5

 

(14)

 

(11)

 

Interest expense – borrowings

9

 

(105)

 

(101)

 

Share of earnings from equity-accounted investments

6

 

3

 

1

 

Unrealized financial instruments loss

4

 

(8)

 

-

 

Depreciation

7

 

(158)

 

(126)

 

Other

 

 

(2)

 

19

 

Income before income taxes

 

 

50

 

135

 

Income tax recovery (expense)

 

 

 

 

 

 

 

Current

10

 

(5)

 

(8)

 

 

Deferred

10

 

6

 

(2)

 

 

 

 

1

 

(10)

 

Net income

 

$

51

$

125

 

Net income attributable to:

 

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

 

Preferred equity

11

$

8

$

9

 

 

Participating non-controlling interests - in operating subsidiaries

11

 

14

 

40

 

 

General partnership interest in a holding subsidiary held by Brookfield

11

 

-

 

1

 

 

Participating non-controlling interests - in a holding subsidiary

 

 

 

 

 

 

 

 

 - Redeemable/Exchangeable units held by Brookfield

11

 

14

 

37

 

Limited partners' equity

12

 

15

 

38

 

 

 

 

 

$

51

$

125

 

Basic and diluted earnings per LP Unit

 

$

0.10

$

0.29

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 2 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

 

 

 

 

 

 

 

 

 

UNAUDITED

Notes

2015

2014

THREE MONTHS ENDED MARCH 31

(MILLIONS)

Net income

 

$

51

$

125

Other comprehensive loss that may be reclassified to

 

 

 

 

 

 

net income

 

 

 

 

 

 

Financial instruments designated as cash-flow hedges

 

 

 

 

 

 

 

Losses arising during the year

4

 

(48)

 

(36)

 

 

Reclassification adjustments for amounts recognized in

 

 

 

 

 

 

 

 

net income

4

 

(7)

 

8

 

Foreign currency translation

 

 

(508)

 

(14)

 

Deferred income taxes on above items

10

 

4

 

5

Total items that may be reclassified subsequently to net income

 

(559)

 

(37)

Other comprehensive loss

 

 

(559)

 

(37)

Comprehensive (loss) income

 

$

(508)

$

88

Comprehensive (loss) income attributable to:

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

Preferred equity

11

$

(53)

$

(21)

 

Participating non-controlling interests - in operating subsidiaries

11

 

(47)

 

40

 

General partnership interest in a holding subsidiary held by Brookfield

11

 

(4)

 

1

 

Participating non-controlling interests - in a holding subsidiary -

 

 

 

 

 

 

 

Redeemable/Exchangeable units held by Brookfield

11

 

(191)

 

34

Limited partners' equity

12

 

(213)

 

34

 

 

 

 

 

$

(508)

$

88

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements. 

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 3 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

 

 

 

 

 

 

Participating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General

non-controlling

 

 

 

 

 

 

 

 

 

 

Actuarial

 

 

 

 

 

 

 

 

partnership

interests - in a

 

 

 

 

 

 

 

 

 

 

(losses)

 

 

 

 

 

 

Participating

interest in

holding subsidiary

 

 

 

 

 

 

 

 

 

 

gains on

 

 

Total

 

 

non-controlling

a holding

- Redeemable

 

 

UNAUDITED

Limited

Foreign

 

 

defined

 

 

limited

 

 

interests - in

subsidiary

/Exchangeable

 

 

THREE MONTHS ENDED MARCH 31

partners'

currency

Revaluation

benefit

Cash flow

partners'

Preferred

operating

held by

units held by

Total

(MILLIONS)

equity

translation

surplus

plans

hedges

equity

equity

subsidiaries

Brookfield

Brookfield

equity

Balance, as at December 31, 2013

$

(337)

$

(83)

$

3,160

$

(7)

$

(7)

$

2,726

$

796

$

1,303

$

54

$

2,657

$

7,536

Net income

 

38

 

  -

 

  -

 

  -

 

  -

 

38

 

9

 

40

 

1

 

37

 

125

Other comprehensive (loss) income

 

  -

 

5

 

  -

 

  -

 

(9)

 

(4)

 

(30)

 

  -

 

  -

 

(3)

 

(37)

Capital contributions (Note 11)

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

245

 

  -

 

  -

 

245

Distributions or dividends declared

 

(51)

 

  -

 

  -

 

  -

 

  -

 

(51)

 

(9)

 

(17)

 

(2)

 

(50)

 

(129)

Other

 

2

 

  -

 

(2)

 

  -

 

  -

 

  -

 

  -

 

  -

 

1

 

  -

 

1

Change in period

 

(11)

 

5

 

(2)

 

  -

 

(9)

 

(17)

 

(30)

 

268

 

  -

 

(16)

 

205

Balance, as at March 31, 2014

$

(348)

$

(78)

$

3,158

$

(7)

$

(16)

$

2,709

$

766

$

1,571

$

54

$

2,641

$

7,741

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, as at December 31, 2014

$

(241)

$

(241)

$

3,685

$

(9)

$

(27)

$

3,167

$

728

$

2,062

$

59

$

2,865

$

8,881

Net income

 

15

 

  -

 

  -

 

  -

 

  -

 

15

 

8

 

14

 

  -

 

14

 

51

Other comprehensive loss

 

  -

 

(217)

 

  -

 

  -

 

(11)

 

(228)

 

(61)

 

(61)

 

(4)

 

(205)

 

(559)

Capital contributions (Note 11)

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

330

 

  -

 

  -

 

330

Distributions or dividends declared

 

(61)

 

  -

 

  -

 

  -

 

  -

 

(61)

 

(8)

 

(35)

 

(3)

 

(55)

 

(162)

Distribution reinvestment plan

 

1

 

  -

 

  -

 

  -

 

  -

 

1

 

  -

 

  -

 

  -

 

  -

 

1

Other (Note 3)

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

  -

 

13

 

2

 

(2)

 

13

Change in period

 

(45)

 

(217)

 

  -

 

  -

 

(11)

 

(273)

 

(61)

 

261

 

(5)

 

(248)

 

(326)

Balance, as at March 31, 2015

$

(286)

$

(458)

$

3,685

$

(9)

$

(38)

$

2,894

$

667

$

2,323

$

54

$

2,617

$

8,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 4 


 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

 

 

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED

 

THREE MONTHS ENDED MARCH 31

Notes

 

2015

 

2014

 

(MILLIONS)

 

 

 

Operating activities

 

 

 

 

 

 

Net income

 

$

51

$

125

 

Adjustments for the following non-cash items:

 

 

 

 

 

 

 

Depreciation

7

 

158

 

126

 

 

Unrealized financial instrument loss

4

 

8

 

-

 

 

Share of earnings from equity accounted investments

6

 

(3)

 

(1)

 

 

Deferred income tax (recovery) expense

10

 

(6)

 

2

 

 

Other non-cash items

 

 

9

 

(8)

 

Dividends received from equity-accounted investments

6

 

8

 

6

 

Changes in due to or from related parties

 

 

14

 

40

 

Net change in working capital balances

 

 

(7)

 

(18)

 

 

 

 

 

 

232

 

272

 

Financing activities

 

 

 

 

 

 

Long-term debt - borrowings

9

 

521

 

581

 

Long-term debt - repayments

9

 

(317)

 

(296)

 

Capital contributions from participating non-controlling interests -

 

 

 

 

 

 

 

in operating subsidiaries

11

 

330

 

245

 

Distributions paid:

 

 

 

 

 

 

 

To participating non-controlling interests - in operating

 

 

 

 

 

 

 

 

subsidiaries and preferred equity

11

 

(44)

 

(26)

 

     

To unitholders of Brookfield Renewable or BRELP

12

 

(115)

 

(164)

 

 

 

 

 

 

375

 

340

 

Investing activities

 

 

 

 

 

 

Acquisitions

3

 

(528)

 

(540)

 

Investment in:

 

 

 

 

 

 

 

Sustaining capital expenditures

7

 

(15)

 

(11)

 

 

Development and construction of renewable power

 

 

 

 

 

 

 

 

generating assets

7

 

(21)

 

(11)

 

Investment in securities

 

 

(16)

 

-

 

Restricted cash and other

 

 

28

 

(26)

 

 

 

 

 

 

(552)

 

(588)

 

Foreign exchange loss on cash

 

 

(9)

 

-

 

Cash and cash equivalents

 

 

 

 

 

 

 

Increase

 

 

46

 

24

 

 

Balance, beginning of period

 

 

150

 

203

 

 

Balance, end of period

 

$

196

$

227

 

Supplemental cash flow information:

 

 

 

 

 

 

 

Interest paid

 

$

59

$

51

 

 

Interest received

 

 

4

 

3

 

 

Income taxes paid

 

 

10

 

14

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 5 


 

brookfield renewable energy partners l.p.

notes to the consolidated financial statements

1.  organization and description of the business

The business activities of Brookfield Renewable Energy Partners L.P. (“Brookfield Renewable”) consist of owning a portfolio of renewable power generating facilities in North America, Latin America and Europe.

Brookfield Renewable is a publicly traded limited partnership established under the laws of Bermuda pursuant to an amended and restated limited partnership agreement dated November 20, 2011.

The registered office of Brookfield Renewable is 73 Front Street, Fifth Floor, Hamilton HM12, Bermuda.

The immediate parent of Brookfield Renewable is its general partner, Brookfield Renewable Partners Limited (“BRPL”). The ultimate parent of Brookfield Renewable is Brookfield Asset Management Inc. (“Brookfield Asset Management”). Brookfield Asset Management and its subsidiaries, other than Brookfield Renewable, are also individually and collectively referred to as Brookfield in these financial statements.

Brookfield Renewable’s non-voting limited partnership units (“LP Units”) are traded under the symbol “BEP” on the New York Stock Exchange and under the symbol “BEP.UN” on the Toronto Stock Exchange.

2.  BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

The interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting on a basis consistent with the accounting policies disclosed in the audited consolidated financial statements for the fiscal year ended December 31, 2014.

Certain information and footnote disclosure normally included in the annual audited consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) have been omitted or condensed.  These interim consolidated financial statements should be read in conjunction with Brookfield Renewable’s December 31, 2014 audited consolidated financial statements.

The interim consolidated financial statements are unaudited and reflect any adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to a fair statement of results for the interim periods in accordance with IFRS.

The results reported in these interim consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for an entire year. Certain comparative figures have been reclassified to conform to the current year’s presentation.

These interim consolidated financial statements have been authorized for issuance by the Board of Directors of its general partner, BRPL, on May 6, 2015.  

All figures are presented in millions of United States (“U.S.”) dollars unless otherwise noted.

(b) Basis of preparation

The interim consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of property, plant and equipment and certain assets and liabilities which have been measured at fair value.  Cost is recorded based on the fair value of the consideration given in exchange for assets.

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 6 


 

Consolidation

These interim consolidated financial statements include the accounts of Brookfield Renewable and its subsidiaries, which are the entities over which Brookfield Renewable has control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Non-controlling interests in the equity of Brookfield Renewable’s subsidiaries are shown separately in equity in the consolidated balance sheets.

(c) Future changes in accounting policies

There are no future changes to IFRS with potential impact on Brookfield Renewable other than the changes disclosed in the December 31, 2014 audited consolidated financial statements.

3.  BUSINESS COMBINATIONS  

The following investments were accounted for using the acquisition method, and the results of operations have been included in the interim consolidated financial statements since the respective dates of acquisition.

Portugal Wind Portfolio

In February 2015, Brookfield Renewable acquired two wind facilities in Portugal (“Portugal Wind”) with an aggregate capacity of 123 MW, and expected to generate 260 GWh annually.

The acquisition was completed with institutional partners, and Brookfield Renewable retains an approximate 40% interest. Total consideration of €65 million ($71 million) included cash paid on closing of €58 million ($63 million), post-closing adjustments, and deferred consideration.

Brazil Portfolio

In March 2015, Brookfield Renewable completed the acquisition of a 313 MW operating renewable power generation portfolio in Brazil (“Brazil Portfolio”), comprising of 43 MW of hydroelectric, 150 MW of wind and 120 MW of biomass generating capacity and a 55 MW biomass development project. The operating portfolio is expected to generate 1,264 GWh annually.

The acquisition was completed with institutional partners, and Brookfield Renewable retains an approximate 40% interest. Total consideration of R$1,678 million ($525 million) included cash paid of R$1,546 million ($484 million) and deferred consideration. The acquisition costs of $2 million were expensed as incurred.

Voting Agreements

In March 2015, Brookfield Renewable entered into voting agreements with certain Brookfield subsidiaries (and their managing members) related to Brookfield Infrastructure Fund II (the “BIF II Entities”) which are co-investors along with a subsidiary of Brookfield Renewable in Brazilian entities (the “FIPs”) which hold the Brazil Portfolio power generating operations. Pursuant to these voting agreements, the BIF II Entities agreed to provide Brookfield Renewable, among other things, the authority to direct the election of the manager of the jointly-owned FIPs.  

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 7 


 

Purchase price allocations, at fair values, with respect to the acquisitions are as follows:

(MILLIONS)

Brazil

Portugal

Total

Cash and cash equivalents

$

19

$

-

$

 19  

Restricted cash

 

16

 

5

 

 21  

Trade receivables and other current assets

 

10

 

3

 

 13  

Property, plant and equipment, at fair value

 

708

 

209

 

 917  

Current liabilities

 

(18)

 

(19)

 

 (37) 

Long-term debt

 

(197)

 

(111)

 

 (308) 

Other long-term liabilities

 

-

 

(16)

 

 (16) 

Non-controlling interests

 

(13)

 

-

 

 (13) 

Net assets acquired

$

525

$

71

$

 596  

During the three months ended March 31, 2015, the purchase price allocations for the acquisitions completed during the three months ended March 31, 2014 were finalized. No material changes to the provisional purchase price allocations disclosed in the December 31, 2014 audited consolidated financial statements in respect of the acquisitions had to be considered.

The estimated fair values of the assets acquired and liabilities assumed are expected to be finalized within 12 months of the acquisition date.

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 8 


 

4.  risk management and financial instruments

Risk management

Brookfield Renewable’s activities expose it to a variety of financial risks, including market risk (i.e., commodity price risk, interest rate risk, and foreign currency risk), credit risk and liquidity risk.  Brookfield Renewable uses financial instruments primarily to manage these risks.

There have been no material changes in exposure to these risks since the December 31, 2014 audited consolidated financial statements.

Fair value disclosures

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair values determined using valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining those assumptions, management looks primarily to external readily observable market inputs such as interest rate yield curves, currency rates, and price, as applicable.  The fair value of interest rate swap contracts, which form part of financing arrangements, is calculated by way of discounted cash flows, using market interest rates and applicable credit spreads.

A fair value measurement of a non-financial asset is the consideration that would be received in an orderly transaction between market participants, considering the highest and best use of the asset.

Assets and liabilities  measured at fair value are categorized into one of three hierarchy levels, described below.  Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities.

Level 1 –  inputs are based on unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2 – inputs, other than quoted prices in Level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3 – inputs for the asset or liability that are not based on observable market data.

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 9 


 

The following table presents Brookfield Renewable’s assets and liabilities measured and disclosed at fair value classified by the fair value hierarchy:

 

 

Mar 31, 2015

 

Dec 31

(MILLIONS)

Level 1

Level 2

Level 3

2015

2014

Assets measured at fair value:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

196

$

-

$

-

$

196

$

150

Restricted cash(1)

 

290

 

-

 

-

 

290

 

313

Financial instrument assets(1)

 

 

 

 

 

 

 

 

 

 

 

Energy derivative contracts

 

-

 

21

 

-

 

21

 

31

 

Foreign exchange swaps

 

-

 

69

 

-

 

69

 

35

Available-for-sale investments(2)

 

43

 

-

 

-

 

43

 

31

Property, plant and equipment

 

-

 

-

 

18,361

 

18,361

 

18,566

Liabilities measured at fair value:

 

 

 

 

 

 

 

 

 

 

Financial instrument liabilities(1)

 

 

 

 

 

 

 

 

 

 

 

Energy derivative contracts

 

-

 

(1)

 

-

 

(1)

 

-

 

Interest rate swaps

 

-

 

(216)

 

-

 

(216)

 

(170)

 

Foreign exchange swaps

 

-

 

-

 

-

 

-

 

(4)

Liabilities for which fair value is disclosed:

 

 

 

 

 

 

 

 

 

 

 

Long-term debt and credit facilities

 

-

 

(8,697)

 

-

 

(8,697)

 

(8,434)

Total

$

529

$

(8,824)

$

18,361

$

10,066

$

10,518

(1)       Includes both the current and long-term amounts.

(2)       Available-for-sale investments represent investment in securities.

 

There were no transfers between levels during the three months ended March 31, 2015.

Financial instruments disclosures

The aggregate amount of Brookfield Renewable’s net financial instrument positions are as follows:

 

 

Mar 31, 2015

Dec 31, 2014

 

 

 

 

 

Net (Assets)

Net (Assets)

(MILLIONS)

Assets

Liabilities

Liabilities

Liabilities

Energy derivative contracts

$

21

$

1

$

(20)

$

(31)

Interest rate swaps

 

-

 

216

 

216

 

170

Foreign exchange swaps

 

69

 

-

 

(69)

 

(31)

Total

 

90

 

217

 

127

 

108

Less: current portion

 

66

 

93

 

27

 

51

Long-term portion

$

24

$

124

$

100

$

57

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 10 


 

(a)   Energy derivative contracts

Brookfield Renewable has entered into long-term energy derivative contracts primarily to stabilize or eliminate the price risk on the sale of certain future power generation. Certain energy contracts are recorded in Brookfield Renewable’s interim consolidated financial statements at an amount equal to fair value, using quoted market prices or, in their absence, a valuation model using both internal and third-party evidence and forecasts.

(b)   Interest rate swaps

Brookfield Renewable has entered into interest rate swap contracts primarily to minimize exposure to interest rate fluctuations on its variable rate debt or to lock in interest rates on future debt refinancing.  All interest rate swap contracts are recorded in the interim consolidated financial statements at an amount equal to fair value.

(c)   Foreign exchange swaps

Brookfield Renewable has entered into foreign exchange swaps to minimize its exposure to currency fluctuations impacting its investments in foreign operations, and to fix the exchange rate on certain anticipated transactions denominated in foreign currencies.

The following table reflects the unrealized gains (losses) included in the interim consolidated statements of (loss) income:

THREE MONTHS ENDED MARCH 31

2015

2014

(MILLIONS)

Energy derivative contracts

$

2

$

  -

Foreign exchange swaps

 

(10)

 

  -

 

$

(8)

$

  -

The following table reflects the unrealized gains (losses) included in the interim consolidated statements of comprehensive (loss) income:

THREE MONTHS ENDED MARCH 31

2015

2014

 

(MILLIONS)

 

Energy derivative contracts

$

(6)

$

(6)

 

Interest rate swaps

 

(46)

 

(30)

 

Foreign exchange swaps

 

4

 

  -

 

 

$

(48)

$

(36)

 

The following table reflects the reclassification adjustments recognized in net income in the interim consolidated statements of comprehensive (loss) income:

THREE MONTHS ENDED MARCH 31

2015

2014

(MILLIONS)

Energy derivative contracts

$

(7)

$

8

 

 

 

 

 

 

           

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 11 


 

5.  related party transactions

Brookfield Renewable’s related party transactions are recorded at the exchange amount.  Brookfield Renewable’s related party transactions are primarily with Brookfield Asset Management and its subsidiaries.

The following table reflects the related party agreements and transactions on the interim consolidated statements of income for the three months ended March 31:

(MILLIONS)

 

2015

 

2014

Revenues

 

 

 

 

 

Power purchase and revenue agreements

$

109

$

35

 

Wind levelization agreement

 

2

 

1

 

 

$

111

$

36

Direct operating costs

 

 

 

 

 

Energy purchases

$

(2)

$

(6)

 

Energy marketing fee

 

(5)

 

(5)

 

Insurance services

 

(7)

 

(7)

 

 

$

(14)

$

(18)

Management service costs

$

(14)

$

(11)

6. EQUITY-ACCOUNTED INVESTMENTS

The following table outlines the changes in Brookfield Renewable’s equity-accounted investments:

 

Three months ended

Year ended

(MILLIONS)

 

Mar 31, 2015

Dec 31, 2014

Balance, beginning of year

$

273

$

290

California hydroelectric step acquisition

 

-

 

(39)

Revaluation recognized through OCI

 

-

 

56

Share of OCI

 

-

 

1

Share of net income

 

3

 

3

Dividends declared

 

(8)

 

(27)

Foreign exchange loss

 

(12)

 

(11)

Balance, end of period/year

$

256

$

273

The following table summarizes certain financial information of equity-accounted investments for the three months ended March 31:

(MILLIONS)

 

2015

 

2014

Revenue

$

22

$

41

Net income

 

6

 

1

Share of net income (loss)

 

 

 

 

 

Cash earnings

 

4

 

7

 

Non-cash loss

 

(1)

 

(6)

 

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 12 


 

7.   PROPERTY, PLANT AND EQUIPMENT, AT FAIR VALUE   

The following table presents a reconciliation of property, plant and equipment at fair value:

 

 

 

 

 

 

 

 

 

(MILLIONS)

Hydroelectric(1)

Wind

Other(2)

Total(3)

As at December 31, 2014

$

15,210

$

3,315

$

41

$

18,566

Foreign exchange

 

(794)

 

(204)

 

(2)

 

(1,000)

Additions(4)

 

34

 

2

 

-

 

36

Acquisitions through business combinations

 

 161  

 

527

 

229

 

 917  

Depreciation

 

(103)

 

(54)

 

(1)

 

(158)

As at March 31, 2015

$

14,508

$

3,586

$

267

$

18,361

(1)       Includes intangible assets, the value of which is not material.

(2)       Includes co-generation and biomass.

(3)       Includes construction work in process (“CWIP”) of $231 million.

(4)       Includes $13 million of development assets acquired during the three months ended March 31, 2015. 

  

8.  accounts payable and accrued liabilities

Brookfield Renewable’s accounts payable and accrued liabilities are as follows:  

 

 

Mar 31

 

Dec 31

(MILLIONS)

 

2015

 

2014

Operating accrued liabilities

$

124

$

131

Interest payable on corporate and subsidiary borrowings

 

85

 

44

Accounts payable

 

40

 

29

LP Unitholders’ distribution and preferred dividends payable(1)

 

20

 

19

Other

 

30

 

30

 

$

299

$

253

(1)       Includes amounts payable only to external LP Unitholders. Amounts payable to Brookfield are included in due to related parties.

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 13 


 

9.  LONG-TERM DEBT AND CREDIT FACILITIES

The composition of debt obligations is presented in the following table:

 

 

 

Mar 31, 2015

Dec 31, 2014

 

 

 

Weighted-average

 

 

Weighted-average

 

 

 

 

 

Interest

Term

 

 

Interest

Term

 

 

(MILLIONS EXCEPT AS NOTED)

rate (%)

(years)

 

rate (%)

(years)

 

Corporate borrowings

 

 

 

 

 

 

 

 

 

Series 3 (CDN$200)

5.3

3.6

$

158

5.3

3.8

$

172

 

Series 4 (CDN$150)

5.8

21.6

 

118

5.8

21.9

 

129

 

Series 6 (CDN$300)

6.1

1.7

 

237

6.1

1.9

 

258

 

Series 7 (CDN$450)

5.1

5.5

 

355

5.1

5.8

 

388

 

Series 8 (CDN$400)

4.8

6.9

 

315

4.8

7.1

 

344

 

Series 9 (CDN$400)

3.8

10.2

 

315

-

-

 

-

 

 

 

5.0

7.3

$

1,498

5.3

6.7

$

1,291

Subsidiary borrowings

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

United States

5.3

8.1

$

3,463

5.3

8.3

$

3,468

 

 

Canada

5.7

13.8

 

1,642

5.7

13.8

 

1,798

 

 

 

5.4

9.9

 

5,105

5.4

10.2

 

5,266

 

Latin America

7.8

11.5

 

350

7.3

10.4

 

189

 

Europe

4.0

11.7

 

624

3.5

12.5

 

594

 

 

 

5.4

10.2

$

6,079

5.3

10.4

 

6,049

Credit facilities

1.4

4.3

$

319

1.4

4.5

 

401

Total debt

 

 

$

7,896

 

 

$

7,741

Add: Unamortized premiums(1)

 

 

 

7

 

 

 

8

Less: Unamortized financing fees(1)

 

 

 

(69)

 

 

 

(71)

Less: Current portion

 

 

 

(417)

 

 

 

(256)

 

 

 

 

 

$

7,417

 

 

$

7,422

(1)            Unamortized premiums and unamortized financing fees are amortized to interest expense over the terms of the borrowing.

Corporate borrowings

Corporate borrowings are obligations of a finance subsidiary of Brookfield Renewable, Brookfield Renewable Energy Partners ULC (“BREP Finance”) (Note 13  - Subsidiary public issuers). BREP Finance may redeem some or all of the borrowings from time to time, pursuant to the terms of the indenture. The balance is payable upon maturity, and interest on corporate borrowings is paid semi-annually. The term notes payable by BREP Finance are unconditionally guaranteed by Brookfield Renewable, BRELP and certain other subsidiaries.

In March 2015, Brookfield Renewable issued C$400 million ($317 million) of medium-term corporate notes, maturing in June 2025 at a fixed rate of 3.75%.

Subsidiary borrowings

Subsidiary borrowings are generally asset-specific, long-term, non-recourse borrowings denominated in the domestic currency of the subsidiary. Subsidiary borrowings in North America and Europe consist of both fixed and floating interest rate debt.  Brookfield Renewable uses interest rate swap agreements to

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 14 


 

minimize its exposure to floating interest rates.  Subsidiary borrowings in Brazil consist of floating interest rates of Taxa de Juros de Longo Prazo, the Brazil National Bank for Economic Development’s long-term interest rate, or Interbank Deposit Certificate rate, plus a margin.

In February 2015, Brookfield Renewable secured an 18-month extension on $75 million of debt associated with a portfolio of hydroelectric and wind facilities in the United States held through the Brookfield Americas Infrastructure Fund. The debt bears interest at LIBOR plus 2.75%, and matures in August 2016.

In February 2015, Brookfield Renewable refinanced indebtedness associated with a 45 MW hydroelectric facility in British Columbia by issuing C$90 million ($76 million) of bonds with an interest rate of 2.95%, maturing in May 2023. Brookfield Renewable owns a 50%, equity-accounted interest in this facility.

In February 2015, as part of the acquisition of a 123 MW wind portfolio in Portugal, Brookfield Renewable assumed loans with principal balances totaling €99 million ($109 million). The loans bear interest at an initial weighted-average fixed rate of 6.28%, including the related interest rate swaps, and have a weighted-average remaining term of 9.5 years.

In March 2015, as part of the acquisition of a 313 MW operating renewable power generation portfolio in Brazil comprising of 43 MW of hydroelectric, 150 MW of wind, and 120 MW of biomass generating capacity and a 55 MW biomass development project, Brookfield Renewable assumed R$631 million ($197 million) of debt with a combination of variable and fixed interest rates, and a weighted-average remaining term of 12.7 years.

Credit facilities

Brookfield Renewable’s corporate credit facilities in the amount of $1,280 million mature in June 2019 and the applicable margin is 1.20%. The credit facilities are used for general working capital purposes. The credit facilities are available by way of advances in Canadian dollars, U.S. dollars, Euro (€) or British Pound Sterling (£) in the form of (i) Canadian prime rate loans (ii) U.S. base rate loans (iii) bankers’ acceptance (“BA”) rate loans (iv) LIBOR loans (v) EURIBOR loans and (vi) letters of credit. Refer to Note 15 – Commitments, contingencies and guarantees for further details regarding letters of credit. The credit facilities bear interest at the applicable BA rate, LIBOR or EURIBOR plus an applicable margin. The applicable margin is tiered on the basis of Brookfield Renewable’s unsecured long-term debt rating. Standby fees are charged on the undrawn balance.

In addition, Brookfield Asset Management provided a $200 million committed unsecured revolving credit facility maturing in December 2015, at LIBOR plus 2%.

Brookfield Renewable and its subsidiaries issue letters of credit from some of its credit facilities for general corporate purposes which include, but are not limited to, security deposits, performance bonds and guarantees for debt service reserve accounts.

The following table summarizes the available portion of credit facilities:

 

Mar 31

Dec 31

(MILLIONS)

 

2015

 

2014

Authorized credit facilities

$

1,480

$

1,480

Draws on credit facilities(1)

 

(113)

 

(401)

Issued letters of credit

 

(217)

 

(227)

Available portion of credit facilities

$

1,150

$

852

(1)            Amounts are unsecured and revolving. Interest rate is at the LIBOR plus 1.20% (December 31, 2014: 1.20%).

 

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Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 15 


 

During the three months ended March 31, 2015, Brookfield Renewable borrowed $206 million from a subscription credit facility made available by a private fund sponsored by Brookfield. This subscription credit facility is only available to Brookfield Renewable on a limited basis. The facility has an interest rate of LIBOR plus 1.55% and is secured by capital contributed to the private fund.  

10.  Income taxes

Brookfield Renewable’s effective income tax rate was 2% for the three months ended March 31, 2015 (2014: 7.4%). The effective tax rate is less than the statutory rate primarily due to rate differentials and non-controlling interests’ income not subject to tax.  

11. Non-controlling interests

Brookfield Renewable’s non-controlling interests are comprised of the following:

 

 

Mar 31

Dec 31

(MILLIONS)

 

2015

 

2014

Preferred equity

$

667

$

728

Participating non-controlling interests - in operating subsidiaries

 

2,323

 

2,062

General partnership interest in a holding subsidiary held by Brookfield

 

54

 

59

Participating non-controlling interests - in a holding subsidiary -

 

 

 

 

  

 Redeemable/Exchangeable units held by Brookfield

 

2,617

 

2,865

Total

$

5,661

$

5,714

Preferred equity

Brookfield Renewable’s preferred equity consists of Class A Preference Shares as follows:

 

 

 

Earliest

Dividends declared

 

 

 

 

 

 

Cumulative

permitted

for the three months

 

 

 

 

 

Shares

dividend

redemption

ended March 31

Mar 31

Dec 31

(MILLIONS)

outstanding

rate

date

2015

2014

2015

2014

Series 1 (CDN$250)

10

5.25%

Apr 30, 2015

$

2

$

3

$

197

$

214

Series 3 (CDN$250)

10

4.40%

Jul 31, 2019

 

2

 

2

 

196

 

214

Series 5 (CDN$175)

7

5.00%

Apr 30, 2018

 

2

 

2

 

137

 

150

Series 6 (CDN$175)

7

5.00%

Jul 31, 2018

 

2

 

2

 

137

 

150

 

34

 

 

$

8

$

9

$

667

$

728

The Class A Preference Shares do not have a fixed maturity date and are not redeemable at the option of the holders. As at March 31, 2015, none of the issued Class A Preference Shares have ever been redeemed by Brookfield Renewable Power Preferred Equity Inc. (“BRP Equity”).

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 16 


 

Participating non-controlling interests – in operating subsidiaries

The net change in participating non-controlling interests – in operating entities is as follows:

 

 

Brookfield

 

 

 

 

 

 

 

 

 

 

 

 

Americas

Brookfield

 

 

Brookfield

 

 

 

 

 

 

Infrastructure

Infrastructure

The Catalyst

Energia

 

 

 

 

(MILLIONS)

Fund

Fund II

Group

Renovável

Other

Total

As at December 31, 2013

$

891

$

207

$

116

$

46

$

43

$

1,303

Net income

 

14

 

22

 

14

 

-

 

1

 

51

OCI

 

54

 

187

 

8

 

-

 

10

 

259

Capital contributions(1)

 

-

 

610

 

-

 

-

 

-

 

610

Distributions

 

(45)

 

(89)

 

(12)

 

(3)

 

-

 

(149)

Other

 

-

 

-

 

-

 

(11)

 

(1)

 

(12)

As at December 31, 2014

$

914

$

937

$

126

$

32

$

53

$

2,062

Net income

 

(7)

 

16

 

3

 

-

 

2

 

14

OCI

 

(36)

 

(16)

 

-

 

(5)

 

(4)

 

(61)

Capital contributions(1)

 

-

 

330

 

-

 

-

 

-

 

330

Distributions

 

(11)

 

(22)

 

-

 

-

 

(2)

 

(35)

Other

 

-

 

13

 

-

 

-

 

-

 

13

As at March 31, 2015

$

860

$

1,258

$

129

$

27

$

49

$

2,323

Interests held by third parties

 

75-80%

 

50-60%

 

25%

 

24-30%

 

23-50%

 

 

(1)         Capital contributions are for the purposes of acquisitions and fund expenses.

  

General partnership interest in a holding subsidiary held by Brookfield and Participating non-controlling interests – in a holding subsidiary - Redeemable/Exchangeable units held by Brookfield

Brookfield, as the owner of the 1% general partnership interest in BRELP held by Brookfield (“GP interest”), is entitled to regular distributions plus an incentive distribution based on the amount by which quarterly distributions exceed specified target levels. To the extent that LP Unit distributions exceed $0.375 per LP Unit per quarter, the incentive is 15% of distributions above this threshold. To the extent that quarterly LP Unit distributions exceed $0.4225 per LP Unit, the incentive distribution is equal to 25% of distributions above this threshold.

Consolidated equity includes Redeemable/Exchangeable partnership units and the GP interest. The Redeemable/Exchangeable partnership units are held 100% by Brookfield, which at its discretion has the right to redeem these units for cash consideration. No Redeemable/Exchangeable partnership units have been redeemed for cash consideration. Since this redemption right is subject to Brookfield Renewable’s right, at its sole discretion, to satisfy the redemption request with LP Units of Brookfield Renewable, the Redeemable/Exchangeable partnership units are classified as equity in accordance with IAS 32, Financial Instruments: Presentation. The Redeemable/Exchangeable partnership units and GP interest are presented as non-controlling interests since they provide Brookfield the direct economic benefits and exposures to the underlying performance of BRELP. The LP Units issued by Brookfield Renewable and  the Redeemable/Exchangeable partnership units issued by its subsidiary BRELP have the same economic attributes in all respects, except for the redemption right described above. The Redeemable/Exchangeable partnership units and the GP interest participate in earnings and distributions on a per unit basis equivalent to the per unit participation of the LP Units of Brookfield Renewable.

As at March 31, 2015, general partnership units, representing the GP interest and Redeemable/Exchangeable partnership units outstanding were 2,651,506 (December 31, 2014: 2,651,506) and 129,658,623 (December 31, 2014: 129,658,623), respectively.

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

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Distributions

The composition of the distributions for the three months ended March 31 is presented in the following table:

(MILLIONS)

 

2015

 

2014

General partnership interest in a holding subsidiary held by Brookfield

$

1

$

1

 

Incentive distribution

 

2

 

1

 

 

 

$

3

$

2

 

 

 

 

 

 

 

Participating non-controlling interests - in  a holding subsidiary -

 

 

 

 

 

Redeemable/Exchangeable units held by Brookfield

$

55

$

50

 

 

 

$

58

$

52

 

 

 

 

 

 

 

12. LIMITED PARTNERS’ EQUITY

Limited partners’ equity

As at March 31, 2015, LP Units outstanding were 143,400,603 (December 31, 2014: 143,356,854) including 40,026,986 (December 31, 2014: 40,026,986) held by Brookfield. Brookfield owns all general partnership interests in Brookfield Renewable representing a 0.01% interest.

During the three months ended March 31, 2015, 43,749 LP Units (2014: 45,459 LP Units) were issued under the distribution reinvestment plan.

As at March 31, 2015, Brookfield’s direct and indirect interest of 169,685,609 LP Units and Redeemable/Exchangeable partnership units represents approximately 62% of Brookfield Renewable on a fully-exchanged basis.

On an unexchanged basis, Brookfield holds a 28% direct limited partnership interest in Brookfield Renewable, a 47% direct interest in BRELP through the ownership of Redeemable/Exchangeable partnership units and a direct 1% GP interest in BRELP as at March 31, 2015.

Distributions

Distributions may be made by the general partner of Brookfield Renewable with the exception of instances that there is insufficient cash available, payment rends Brookfield Renewable unable to pay its debt or payment of which might leave Brookfield Renewable unable to meet any future contingent obligations.

For the three months ended March 31, 2015, Brookfield Renewable declared distributions on its LP Units of $61 million or $0.415 per LP Unit (2014: $51 million or $0.3875 per LP Unit).

The composition of the distribution for the three months ended March 31 is presented in the following table:

(MILLIONS)

 

2015

 

2014

Brookfield

$

17

$

15

External LP Unitholders

 

44

 

36

 

$

61

$

51

In February 2015, unitholder distributions were increased to $1.66 per unit on an annualized basis, an increase of eleven cents per unit, to take effect with the distribution payable in March 2015.  

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 18 


 

13.  subsidiary public issuers

The following tables provide consolidated summary financial information for Brookfield Renewable, BRP Equity, and BREP Finance:  

 

 

 

 

 

  

  

Brookfield

 

 

Brookfield

BRP

BREP

Other

Consolidating

Renewable

(MILLIONS)

 

Renewable

Equity

Finance

Subsidiaries(1)

adjustments(2)

consolidated

As at March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

$

23

$

-

$

1,521

$

725

$

(1,547)

$

722

Long-term assets

 

2,893

 

657

 

-

 

18,957

 

(3,544)

 

18,963

Current liabilities

 

22

 

8

 

24

 

2,373

 

(1,547)

 

880

Long-term liabilities

 

-

 

-

 

1,492

 

9,410

 

(652)

 

10,250

Preferred equity

 

-

 

667

 

-

 

-

 

-

 

667

Participating non-controlling interests -

 

 

 

 

 

 

 

 

 

 

 

 

 

 in operating subsidiaries

 

-

 

-

 

-

 

2,323

 

-

 

2,323

Participating non-controlling interests -

 

 

 

 

 

 

 

 

 

 

 

 

 

in a holding subsidiary - Redeemable/

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable units held by Brookfield

 

-

 

-

 

-

 

2,617

 

-

 

2,617

As at December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

$

21

$

-

$

1,307

$

697

$

(1,331)

$

694

Long-term assets

 

3,166

 

717

 

-

 

19,148

 

(3,876)

 

19,155

Current liabilities

 

20

 

9

 

16

 

1,954

 

(1,312)

 

687

Long-term liabilities

 

-

 

-

 

1,286

 

9,706

 

(711)

 

10,281

Preferred equity

 

-

 

728

 

-

 

-

 

-

 

728

Participating non-controlling interests -

 

 

 

 

 

 

 

 

 

 

 

 

 

in operating subsidiaries

 

-

 

-

 

-

 

2,062

 

-

 

2,062

Participating non-controlling interests -

 

 

 

 

 

 

 

 

 

 

 

 

 

in a holding subsidiary - Redeemable/

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable units held by Brookfield

 

-

 

-

 

-

 

2,865

 

-

 

2,865

(1)            Includes subsidiaries of Brookfield Renewable, other than BRP Equity and BREP Finance.

(2)            Includes elimination of intercompany transactions and balances necessary to present Brookfield Renewable on a consolidated basis.

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 19 


 

 

 

 

 

 

 

 

 

 

 

 

Brookfield

 

Brookfield

BRP

BREP

Other

Consolidating

Renewable

(MILLIONS)

Renewable

Equity

Finance

Subsidiaries(1)

adjustments(2)

consolidated

For the three months ended Mar 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-

$

-

$

-

$

441

$

-

$

441

Net income (loss)

 

15

 

-

 

(1)

 

52

 

(15)

 

51

For the three months ended Mar 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-

$

-

$

-

$

480

$

-

$

480

Net income (loss)

 

38

 

-

 

-

 

125

 

(38)

 

125

(1)            Includes subsidiaries of Brookfield Renewable, other than BRP Equity and BREP Finance.

(2)            Includes elimination of intercompany transactions and balances necessary to present Brookfield Renewable on a consolidated basis.

See Note 9 – Long-term debt and credit facilities for additional details regarding the mid-term corporate notes issued by BREP Finance. See Note 11 – Non-controlling interests for additional details regarding Class A Preference Shares issued by BRP Equity.

  

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 20 


 

14.  segmented information

Brookfield Renewable operates renewable power generating assets, which include conventional hydroelectric facilities and wind facilities located in North America, Latin America and Europe. Brookfield Renewable also operates two co-generation (“Co-gen”) facilities and three biomass facilities. Brookfield Renewable’s Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer (collectively, the chief operating decision maker or “CODM”) review the results of the business, manage operations, and allocate resources based on the type of power generation (Hydroelectric, Wind, and Other, which includes Co-gen and Biomass).

Effective January 1, 2015, the geographies by which the Hydroelectric and Wind segments are further evaluated and for which information is disclosed have changed in order to allow the CODM to more effectively evaluate the business in a manner aligned with the continental operating platforms. Accordingly, while information regarding the United States and Canada will continue to be disclosed in a manner consistent with prior periods, these two segments have been further combined into the “North America” segment. The “Latin America” segment includes the former Brazil segment, while the “Europe” segment was not affected as a result of these changes.

In accordance with IFRS 8, Operating Segments, Brookfield Renewable discloses information about its reportable segments based upon the measures used by the CODM in assessing performance. The accounting policies of the reportable segments are the same as those described in Note 2 – Basis of presentation and significant accounting policies of the December 31, 2014 audited consolidated financial statements. Brookfield Renewable analyzes the performance of its operating segments based on revenues, Adjusted EBITDA, and Funds From Operations.

Adjusted EBITDA means revenues less direct costs (including energy marketing costs), plus Brookfield Renewable’s share of cash earnings from equity-accounted investments and other income, before interest, income taxes, depreciation, management service costs and the cash portion of non-controlling interests.

Funds From Operations is defined as Adjusted EBITDA less interest, current income taxes and management service costs, which is then adjusted for the cash portion of non-controlling interests.

Transactions between the reportable segments occur at fair value.

The following segmented information is regularly reported to our CODM.

 

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 21 


 

 

 

Hydroelectric

 

Wind

Other(1)

Corporate

Total

 

 

North America

Latin

 

North America

 

 

 

 

 

 

 

(MILLIONS)

U.S.

Canada

Total

America

 

U.S.

Canada

Total

Europe

 

 

 

For the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

191

$

106

$

297

$

45

 

$

20

$

31

$

51

$

41

$

7

$

  -

$

441

Adjusted EBITDA

 

127

 

104

 

231

 

31

 

 

10

 

26

 

36

 

39

 

4

 

(3)

 

338

Interest expense - borrowings

 

(41)

 

(16)

 

(57)

 

(4)

 

 

(9)

 

(8)

 

(17)

 

(7)

 

  -

 

(20)

 

(105)

Funds From Operations prior to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 non-controlling interests

 

85

 

88

 

173

 

24

 

 

1

 

18

 

19

 

31

 

4

 

(37)

 

214

Cash portion of non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests

 

(31)

 

(2)

 

(33)

 

(3)

 

 

(3)

 

  -

 

(3)

 

(14)

 

  -

 

(8)

 

(61)

Funds From Operations

 

54

 

86

 

140

 

21

 

 

(2)

 

18

 

16

 

17

 

4

 

(45)

 

153

Depreciation

 

(49)

 

(20)

 

(69)

 

(34)

 

 

(16)

 

(17)

 

(33)

 

(21)

 

(1)

 

  -

 

(158)

For the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

206

$

98

$

304

$

89

 

$

29

$

39

$

68

$

  -

$

19

$

  -

$

480

Adjusted EBITDA

 

151

 

79

 

230

 

73

 

 

16

 

35

 

51

 

  -

 

11

 

(5)

 

360

Interest expense - borrowings

 

(39)

 

(16)

 

(55)

 

(5)

 

 

(10)

 

(10)

 

(20)

 

  -

 

  -

 

(21)

 

(101)

Funds From Operations prior to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 non-controlling interests

 

110

 

63

 

173

 

62

 

 

6

 

25

 

31

 

  -

 

11

 

(37)

 

240

Cash portion of non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests

 

(35)

 

  -

 

(35)

 

(4)

 

 

(7)

 

  -

 

(7)

 

  -

 

  -

 

(9)

 

(55)

Funds From Operations

 

75

 

63

 

138

 

58

 

 

(1)

 

25

 

24

 

  -

 

11

 

(46)

 

185

Depreciation

 

(37)

 

(20)

 

(57)

 

(34)

 

 

(18)

 

(16)

 

(34)

 

  -

 

(1)

 

  -

 

(126)

(1)            Includes Co-gen.  

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 22 


 

The following table reconciles Adjusted EBITDA and Funds From Operations, presented in the above tables, to net income as presented in the interim consolidated statements of income for the three months ended March 31:

(MILLIONS)

 

 

 

Notes

 

2015

 

2014

Revenues

5

$

441

$

480

Other income

 

 

27

 

3

Share of cash earnings from equity-accounted investments

6

 

4

 

7

Direct operating costs

 

 

 

 

 

(134)

 

(130)

Adjusted EBITDA

 

 

338

 

360

Interest expense - borrowings

9

 

(105)

 

(101)

Management service costs

5

 

(14)

 

(11)

Current income tax expense

10

 

(5)

 

(8)

Funds From Operations prior to non-controlling interests

 

 

214

 

240

Less: cash portion of non-controlling interests

 

 

 

 

 

 

 

Preferred equity

11

 

(8)

 

(9)

 

 

Participating non-controlling interests - in operating

 

 

 

 

 

    

 

 

subsidiaries

11

 

(53)

 

(46)

Funds From Operations

 

 

153

 

185

Add: cash portion of non-controlling interests

11

 

61

 

55

Depreciation

7

 

(158)

 

(126)

Unrealized financial instruments loss

4

 

(8)

 

-

Share of non-cash loss from equity-accounted investments

6

 

(1)

 

(6)

Deferred income tax recovery (expense)

10

 

6

 

(2)

Other

3

 

(2)

 

19

Net income

 

$

51

$

125

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 23 


 

The following table presents information about Brookfield Renewable’s certain balance sheet items on a segmented basis:

 

 

 Hydroelectric 

 

Wind energy

Other(1)

Corporate

Total

 

 

North America

Latin

 

North America

Latin

 

 

 

 

 

(MILLIONS)

U.S.

Canada

Total

America

 

U.S.

Canada

Total

America

Europe

 

 

 

 

 

As at March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 equipment, at fair value

$

7,883

$

4,721

$

12,604

$

1,904

 

$

1,188

$

1,029

$

2,217

$

318

$

1,051

$

267

$

-

$

18,361

Total assets

 

8,416

 

4,938

 

13,354

 

2,078

 

 

1,264

 

1,065

 

2,329

 

340

 

1,182

 

275

 

127

 

19,685

Total borrowings

 

2,817

 

1,058

 

3,875

 

400

 

 

616

 

572

 

1,188

 

137

 

613

 

16

 

1,605

 

7,834

Total liabilities

 

4,314

 

1,980

 

6,294

 

556

 

 

758

 

800

 

1,558

 

145

 

820

 

19

 

1,738

 

11,130

For the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 and equipment

 

10

 

6

 

16

 

179

 

 

1

 

-

 

1

 

318

 

210

 

229

 

-

 

953

As at December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 equipment, at fair value

$

7,922

$

5,168

$

13,090

$

2,120

 

$

1,203

$

1,137

$

2,340

$

-

$

975

$

41

$

-

$

18,566

Total assets

 

8,463

 

5,286

 

13,749

 

2,287

 

 

1,292

 

1,164

 

2,456

 

-

 

1,108

 

43

 

206

 

19,849

Total borrowings

 

2,814

 

1,155

 

3,969

 

189

 

 

621

 

629

 

1,250

 

-

 

583

 

-

 

1,687

 

7,678

Total liabilities

 

4,345

 

2,214

 

6,559

 

300

 

 

706

 

865

 

1,571

 

-

 

747

 

1

 

1,790

 

10,968

For the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 and equipment

 

1,415

 

40

 

1,455

 

19

 

 

10

 

17

 

27

 

-

 

1,129

 

-

 

-

 

2,630

(1)            Includes Co-gen and biomass.

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 24 


 

15.  Commitments, contingencies and guarantees

Commitments

In the course of its operations, Brookfield Renewable and its subsidiaries have entered into agreements for the use of water, land and dams. Payment under those agreements varies with the amount of power generated. The various agreements are renewable and extend up to 2091.

In November 2014, Brookfield Renewable entered into an agreement to acquire a 488 MW portfolio in Brazil comprising hydroelectric, wind, and biomass generating capacity. During the three months ended March 31, 2015 Brookfield Renewable completed the acquisition of 368 MW in renewable power generation facilities. The acquisition of a 120 MW hydroelectric facility, expected to generate 527 GWh annually, is expected to close in the second quarter of 2015, subject to regulatory approvals and closing conditions. The acquisition is being pursued with our institutional partners, and Brookfield Renewable will retain an approximate 40% controlling interest.  

The remaining development project costs on three hydroelectric projects in Brazil totaling 72 MW and a 12 MW wind facility in Ireland are expected to be $264 million. The wind facility in Ireland is expected to be fully operational in 2015, and the hydroelectric projects in Brazil in 2017.

Contingencies

Brookfield Renewable and its subsidiaries are subject to various legal proceedings, arbitrations and actions arising in the normal course of business. While the final outcome of such legal proceedings and actions cannot be predicted with certainty, it is the opinion of management that the resolution of such proceedings and actions will not have a material impact on Brookfield Renewable’s consolidated financial position or results of operations.

Brookfield Renewable, on behalf of Brookfield Renewable’s subsidiaries, and the subsidiaries themselves have provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance. The activity on the issued letters of credit by Brookfield Renewable can be found in Note 9 – Long-term debt and credit facilities.

Brookfield Renewable along with institutional investors have provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance as it relates to interests in the Brookfield Americas Infrastructure Fund and the Brookfield Infrastructure Fund II. As at March 31, 2015, letters of credit issued by Brookfield Renewable along with institutional investors were $115 million (2014: $125 million).

Guarantees

In the normal course of operations, Brookfield Renewable and its subsidiaries execute agreements that provide for indemnification and guarantees to third parties of transactions such as business dispositions, capital project purchases, business acquisitions, and sales and purchases of assets and services. Brookfield Renewable has also agreed to indemnify its directors and certain of its officers and employees. The nature of substantially all of the indemnification undertakings prevents Brookfield Renewable from making a reasonable estimate of the maximum potential amount that Brookfield Renewable could be required to pay third parties as the agreements do not always specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, neither Brookfield Renewable nor its subsidiaries have made material payments under such indemnification agreements.  

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 25 


 

16.  subsequent eventS

In April 2015, the fixed dividend rate on the Series 1 Preference Shares for the five years commencing May 1, 2015 and ending April 30, 2020 was reset and, if declared, will be paid at an annual rate of 3.355% ($0.2096875 per share per quarter). The holders of 4,518,289 Series 1 Preference Shares exercised their right to convert their shares into Class A, Series 2 Preference Shares on a one-for-one basis. The holders of the Series 2 Preference Shares will be entitled to receive floating rate cumulative preferential cash dividends, equal to the T-Bill Rate plus 2.62%. The quarterly dividend in respect of the May 1, 2015 to July 31, 2015 dividend period will be paid at an annual rate of 3.148% (C$0.198367 per share), payable on July 31, 2015).

On May 5, 2015, an affiliate of Brookfield, on behalf of a consortium of investors that would, if successful, include Brookfield Renewable, pre-qualified for the Colombian government’s sale process relating to its controlling stake in Isagen, Colombia’s second largest energy generator.

 

 

Brookfield Renewable Energy Partners L.P.

Q1 2015 Interim Consolidated Financial Statements and Notes

 

Page 26 



 

 

Brookfield Renewable Energy Partners L.P.

MANAGEMENT’S DISCUSSION AND ANALYSIS  

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 


 

HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2015

Operating Results

The entire portfolio continued to maintain high availability and reliability with no material unplanned outages. Total generation was 5,823 GWh, compared to the long-term average of 6,516 GWh and to 5,711 GWh from the prior year. Revenues were $441 million, compared to $480 million in the prior year. Net income was $51 million, compared to $125 million in the prior year.

Adjusted EBITDA was $338 million, compared to $360 million in the prior year. Funds From Operations was $153 million, compared to $185 million in the prior year.

North America

·          The hydroelectric portfolio generated 3,763 GWh, below the long-term average of 3,995 GWh and a decrease from the prior year of 139 GWh. Lower generation levels in the United States were partly offset by the above long-term average inflows in our Canadian portfolio

·          The incremental generation and revenues from a full period’s contribution from the hydroelectric facilities acquired last year in Pennsylvania and Maine was 224 GWh and $20 million, respectively

·          The hydroelectric facility in British Columbia commissioned last year contributed 50 GWh and $7 million of revenues

·          The wind portfolio experienced lower wind conditions resulting in generation levels of 484 GWh, below the long-term average of 635 GWh and a decrease from prior year generation of 610 GWh

Latin America

·          The hydroelectric portfolio generated 739 GWh, below assured levels of 947 GWh and a decrease of 360 GWh from the prior year as a result of the continuing drought conditions in Brazil. The impact of the adverse conditions on our financial results was partly reduced by our participation in the balancing pool administered by the Brazilian government, and by maintaining a lower level of contracted generation 

Europe

·          The wind portfolio experienced higher wind conditions resulting in generation levels of 451 GWh, above the long-term average of 440 GWh.  The Irish wind facilities acquired last year contributed 360 GWh and $31 million of revenues, while the wind facilities acquired in Portugal in February 2015 contributed 91 GWh and $9 million of revenues

Growth and Development

Along with our institutional partners, we completed acquisitions of 436 MW in operating renewable power generation facilities and 102 MW of advanced renewable development projects:

·          313 MW operating renewable power generation portfolio in Brazil which comprises of 43 MW of hydroelectric, 150 MW of wind, and 120 MW of biomass generating capacity. The portfolio is expected to generate 1,264 GWh annually. We also acquired a 55 MW biomass development project expected to generate 186 GWh annually that will be fully commissioned in 2016. The acquisition of a 120 MW hydroelectric facility in Brazil, expected to generate 527 GWh annually, is expected to close in the second quarter of 2015

·          123 MW wind portfolio in Portugal expected to generate 260 GWh annually

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 1 


 

·          Two hydroelectric development projects in Brazil totalling 47 MW expected to generate 280 GWh annually and be fully commissioned in 2017.  These projects will begin development in 2015

We achieved full commissioning on 125 MW of wind facilities and continued construction on scope, schedule and budget on 37 MW of development projects:

·          Two Irish wind facilities totaling 125 MW, expected to generate 349 GWh annually, were fully commissioned

·          12 MW Irish wind development project, expected to generate 33 GWh annually, is on schedule to be fully commissioned in mid-2015

·          25 MW hydroelectric development project in Brazil, expected to generate 119 GWh annually, is on schedule to be fully commissioned in 2017

Brookfield Renewable retains an approximate 40% controlling interest in the above-noted acquisitions, recently commissioned facilities and development projects.

Liquidity and Capital Resources

Our available liquidity at quarter-end included approximately $1.3 billion of cash and cash equivalents and the available portions of credit facilities. Our debt to total capitalization is 42% and approximately 77% of our borrowings are non-recourse to Brookfield Renewable.

During the quarter, we completed the following financing initiatives:

·          Issued C$400 million ($317 million) of medium-term corporate notes, maturing in June 2025 at a fixed rate of 3.75%

·          Secured an 18-month extension on $75 million of debt associated with a portfolio of hydroelectric and wind facilities in the United States held through the Brookfield Americas Infrastructure Fund. The debt bears interest at LIBOR plus 2.75%, and matures in August 2016

·          Refinanced indebtedness associated with a 45 MW hydroelectric portfolio in British Columbia by issuing C$90 million ($76 million) of bonds with an interest rate of 2.95%, maturing in May 2023.

Corporate borrowings and subsidiary borrowings have weighted-average terms of approximately seven and ten years, respectively.

 

We increased LP Unitholder distributions to $1.66 per LP Unit on an annualized basis, an increase of 11 cents per LP Unit, which took effect with the distribution payable on March 31, 2015.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 2 


 

HISTORICAL OPERATIONAL AND FINANCIAL INFORMATION

THREE MONTHS ENDED MARCH 31

2015

2014

(MILLIONS, EXCEPT AS NOTED)

 

 

Operational information:(1)

 

 

 

 

Capacity (MW)

 

7,265

 

6,057

Long-term average generation (GWh)(2)

 

6,516

 

5,770

Actual generation (GWh)(2)

 

5,823

 

5,711

Average revenue ($ per MWh)

 

 

 

76

 

84

Selected financial information:

 

 

 

 

Revenues

$

441

$

480

Adjusted EBITDA(3)

 

338

 

360

Funds From Operations(3)

 

153

 

185

Adjusted Funds From Operations(3)

 

138

 

171

Net income

 

51

 

125

Funds From Operations per LP Unit(3)(4)

 

0.56

 

0.70

Distributions per LP Unit(5)(6)

 

 

 

1.59

 

1.48

 

 

 

Mar 31

Dec 31

(MILLIONS, EXCEPT AS NOTED)

 

2015

 

2014

Balance sheet data:

 

 

 

Property, plant and equipment, at fair value

$

18,361

$

18,566

Equity-accounted investments

 

256

 

273

Total assets

 

19,685

 

19,849

 

 

 

 

 

 

 

Long-term debt and credit facilities

 

7,834

 

7,678

Deferred income tax liabilities

 

2,547

 

2,637

Total liabilities

 

11,130

 

10,968

 

 

 

 

 

 

 

Preferred equity

 

667

 

728

Participating non-controlling interests -

 

 

 

 

 

 in operating subsidiaries

 

2,323

 

2,062

General partnership interest in a holding

 

 

 

 

 

subsidiary held by Brookfield

 

54

 

59

Participating non-controlling interests -  in a

 

 

 

 

 

holding  subsidiary - Redeemable

 

 

 

 

 

/Exchangeable units held by Brookfield

 

2,617

 

2,865

Limited partners' equity

 

2,894

 

3,167

Total equity

 

8,555

 

8,881

Debt to total capitalization(7)

 

42%

 

40%

(1)       Includes 100% of capacity and generation from equity-accounted investments.

(2)       For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(3)       Non-IFRS measures. See “Cautionary Statement Regarding Use of Non-IFRS Measures”, “Financial Review by Segments for the Three Months Ended March 31, 2015”.

(4)       For the three months ended March 31, 2015, weighted average LP units, Redeemable/Exchangeable units and General Partnership units totaled 275.7 million (2014: 265.3 million).

(5)       Figure is based on last twelve months of operations.

(6)       Represents distributions per unit to holders of Redeemable/Exchangeable partnership units, LP Units and GP interest.

(7)       Total capitalization is calculated as total debt plus deferred income tax liabilities, net of deferred income tax assets, and equity.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 3 


 

This Management’s Discussion and Analysis for the three months ended March 31, 2015 is provided as of May 6, 2015. Unless the context indicates or requires otherwise, the terms “Brookfield Renewable”, “we”, “us”, and “our” mean Brookfield Renewable Energy Partners L.P. and its controlled entities.

Brookfield Renewable’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), which require estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as at the date of the financial statements and the amounts of revenue and expense during the reporting periods.

Certain comparative figures have been reclassified to conform to the current year’s presentation.

Unless otherwise indicated, all dollar amounts are expressed in United States (“U.S.”) dollars.

The ultimate partner of Brookfield Renewable is Brookfield Asset Management Inc. (“Brookfield Asset Management”). Brookfield Asset Management and its subsidiaries, other than Brookfield Renewable, are also individually and collectively referred to as Brookfield in this Management’s Discussion and Analysis.

PRESENTATION TO PUBLIC STAKEHOLDERS

Brookfield Renewable’s consolidated equity interests include the non-voting limited partnership units ("LP Units") held by public unitholders, Redeemable/Exchangeable partnership units in Brookfield Renewable Energy L.P. (“BRELP”), a holding subsidiary of Brookfield Renewable, held by Brookfield (“Redeemable/Exchangeable partnership units”), and a general partnership interest in BRELP held by Brookfield (“GP interest”). The LP Units and the Redeemable/Exchangeable partnership units have the same economic attributes in all respects, except that the Redeemable/Exchangeable partnership units provide Brookfield the right to request that their units be redeemed for cash consideration. In the event that Brookfield exercises this right, Brookfield Renewable has the right, at its sole discretion, to satisfy the redemption request with LP Units, rather than cash, on a one-for-one basis. Brookfield, as holder of Redeemable/Exchangeable partnership units, participates in earnings and distributions on a per unit basis equivalent to the per unit participation of the LP Units. As Brookfield Renewable, at its sole discretion, has the right to settle the obligation with LP Units, the Redeemable/Exchangeable partnership units are classified under equity, and not as a liability. 

Given the exchange feature referenced above, we are presenting LP Units, Redeemable/Exchangeable partnership units, and the GP interest as separate components of consolidated equity. This presentation does not impact the total income, per unit or share information, or total consolidated equity.

As at the date of this report, Brookfield owns an approximate 62% LP Unit interest, on a fully-exchanged basis, and all general partnership interests in Brookfield Renewable, representing a 0.01% interest, while the remaining  approximately 38% is held by the public.

Performance Measurement

We present our key financial metrics based on total results prior to distributions made to LP Unitholders, the Redeemable/Exchangeable Unitholders and holders of the GP interest. In addition, our operations are segmented by the type of power generation (Hydroelectric, Wind, and Other, which includes Co-gen and Biomass) with Hydroelectric and Wind further segmented by geography (North American, which is comprised of the United States and Canada segments; Latin America, which includes the former Brazil segment; and Europe), as that is how Brookfield Renewable’s Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer (collectively, the chief operating decision maker, or “CODM”) review our results, manage operations and allocate resources. Accordingly, we report our

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 4 


 

results in accordance with these segments. Refer to Note 14 – Segmented information in our interim consolidated financial statements for further details.

One of our primary business objectives is to generate reliable and growing cash flows while minimizing risk for the benefit of all stakeholders. We monitor our performance in this regard through four key metrics — i) Net Income (loss), ii) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), iii) Funds From Operations,  and iv) Adjusted Funds From Operations.

It is important to highlight that Adjusted EBITDA, Funds From Operations, and Adjusted Funds From Operations do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other companies. We provide additional information on how we determine Adjusted EBITDA, Funds From Operations, and Adjusted Funds From Operations, and we provide reconciliations to net income and cash flows from operating activities. See “Financial Review by Segments for the Three Months Ended March 31, 2015”.

Net Income (Loss)

Net income (loss) is calculated in accordance with IFRS.

Adjusted EBITDA

Adjusted EBITDA means revenues less direct costs (including energy marketing costs), plus our share of cash earnings from equity-accounted investments and other income, before interest, income taxes, depreciation, management service costs and the cash portion of non-controlling interests.

Funds From Operations

Funds From Operations is defined as Adjusted EBITDA less interest, current income taxes and management service costs, which is then adjusted for the cash portion of non-controlling interests.

Our payout ratio is defined as distributions to Redeemable/Exchangeable partnership units, LP Units and the GP interest, including general partnership incentive distributions, divided by Funds From Operations.

Adjusted Funds From Operations

Adjusted Funds From Operations is defined as Funds From Operations less Brookfield Renewable’s share of adjusted sustaining capital expenditures (based on long-term sustaining capital expenditure plans).









Statement Regarding Forward-Looking Statements and Use of Non-IFRS Measures

 

This Management's Discussion and Analysis contains  forward-looking information within the meaning of U.S. and Canadian securities laws. We may make such statements in this Management's Discussion and Analysis, in other filings with the U.S. Securities and Exchange Commission (“SEC”) or in other communications with Canadian regulators - see “Cautionary Statement Regarding Forward-Looking Statements”. We make use of non-IFRS measures in this Management's Discussion and Analysis  - see “Cautionary Statement Regarding Use Of Non-IFRS Measures”. This Management's Discussion and Analysis, our Form 20-F  and additional information filed with the SEC and with securities regulators in Canada are available on our website at www.brookfieldrenewable.com, on the SEC’s website at www.sec.gov or on SEDAR’s website at www.sedar.com.

  

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 5 


 

GENERATION AND FINANCIAL REVIEW FOR THE THREE MONTHS ENDED MARCH 31, 2015

The following table reflects the actual and long-term average generation for the three months ended March 31:

 

 

 

 

 

 

 

Variance of Results

 

 

 

 

 

 

 

 

 

Actual vs.

 

Actual Generation(1)

LTA Generation(1)

Actual vs. LTA

Prior Year

GENERATION (GWh)

2015

2014

2015

2014

2015

2014

 

Hydroelectric

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

United States

2,535

2,591

3,213

2,794

(678)

(203)

(56)

 

 

Canada

1,502

1,311

1,229

1,193

273

118

191

 

 

 

4,037

3,902

4,442

3,987

(405)

(85)

135

 

Latin America

739

1,099

947

929

(208)

170

(360)

 

 

 

4,776

5,001

5,389

4,916

(613)

85

(225)

Wind

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

United States

203

273

311

311

(108)

(38)

(70)

 

 

Canada

281

337

324

324

(43)

13

(56)

 

 

 

484

610

635

635

(151)

(25)

(126)

 

Europe

451

  -

440

  -

11

  -

451

 

 

 

935

610

1,075

635

(140)

(25)

325

Other

112

100

52

219

60

(119)

12

Total(2)

5,823

5,711

6,516

5,770

(693)

(59)

112

(1)         For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(2)         Includes 100% of generation from equity-accounted investments.

We compare actual generation levels against the long-term average to highlight the impact of one of the important factors that affect the variability of our business results. In the short-term, we recognize that hydrology and wind conditions will vary from one period to the next; over time however, we expect our facilities will continue to produce in line with their long-term averages, which have proven to be reliable indicators of performance.

Our risk of a generation shortfall in Latin America continues to be minimized by participation in a hydrological balancing pool administered by the government of Brazil. This program mitigates hydrology risk by assuring that all participants receive, at any particular point in time, a balanced amount of electricity, irrespective of the actual volume of energy generated. The program reallocates energy, transferring surplus energy from those who generated an excess to those who generate less than their assured energy, up to the total generation within the pool. Periodically, low precipitation across the entire country’s system could result in a temporary reduction of generation available for sale which has been the case for the last twelve months. During these periods, we expect that a higher proportion of thermal generation would be needed to balance supply and demand in the country potentially leading to higher overall spot market prices. In anticipation of adverse hydrological conditions, we continue to maintain a lower level of contracted generation, thereby preserving optionality and flexibility in the portfolio and allowing us to capture increased revenues in times of strong power prices.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 6 


 

The entire portfolio continued to maintain high availability and reliability with no material unplanned outages. Generation for the three months ended March 31, 2015 totaled 5,823 GWh, below the long-term average of 6,516 GWh, and an increase of 112 GWh as compared to the prior year. The generation from existing facilities on a consolidated basis decreased 613 GWh. This was partly mitigated by the non-controlling interests in certain facilities, reducing the impact on Brookfield Renewable to 490 GWh.

The hydroelectric portfolio generated 4,776 GWh, below the long-term average of 5,389 GWh and a decrease of 225 GWh compared to the prior year. 

·         Existing hydroelectric facilities generated 4,502 GWh, below the long-term average of 4,942 GWh and a decrease of 499 GWh as compared to the prior year. Higher inflows at our Canadian facilities were offset by the decrease in generation from our United States and Latin American facilities

·         The contribution from recently acquired or commissioned facilities resulted in incremental generation of 274 GWh

The wind portfolio generated 935 GWh, below the long-term average of 1,075 GWh and an increase of 325 GWh compared to the prior year.

·         Existing wind facilities generated 484 GWh, below the long-term average of 635 GWh, and a decrease of 126 GWh as compared to the prior year. The variance was caused by lower wind conditions across the North American portfolio

·         The contribution from recently acquired or commissioned facilities resulted in incremental generation of 451 GWh

Our 105 MW natural gas-fired facility in New York generated 112 GWh as we took advantage of prevailing power prices which were in excess of gas market prices.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 7 


 

The following table reflects Adjusted EBITDA, Funds From Operations, Adjusted Funds From Operations, and provides a reconciliation to net income for the three months ended March 31:

(MILLIONS, EXCEPT AS NOTED)

 

 

 

 

2015

 

2014

Revenues

$

441

$

480

Other income

 

27

 

3

Share of cash earnings from equity-accounted investments

 

4

 

7

Direct operating costs

 

 

 

 

(134)

 

(130)

Adjusted EBITDA(1)

 

338

 

360

Interest expense – borrowings

 

(105)

 

(101)

Management service costs

 

(14)

 

(11)

Current income taxes

 

(5)

 

(8)

Less: cash portion of non-controlling interests

 

 

 

 

 

Preferred equity

 

(8)

 

(9)

    

Participating non-controlling interests - in operating subsidiaries

 

(53)

 

(46)

Funds From Operations(1)

 

153

 

185

Less: adjusted sustaining capital expenditures(2)

 

 

 

 

(15)

 

(14)

Adjusted Funds From Operations(1)

 

138

 

171

Add: cash portion of non-controlling interests

 

61

 

55

Add: adjusted sustaining capital expenditures

 

15

 

14

Other items:

 

 

 

 

   

Depreciation

 

(158)

 

(126)

   

Unrealized financial instruments loss

 

(8)

 

-

   

Share of non-cash loss from equity-accounted investments

 

(1)

 

(6)

Deferred income tax recovery (expense)

 

6

 

(2)

Other

 

(2)

 

19

Net income

$

51

$

125

 

 

 

 

 

Basic and diluted earnings per LP Unit(3)

$

0.10

$

0.29

(1)       Non-IFRS measures.  See “Cautionary Statement Regarding Use of Non-IFRS Measures” and “Financial Review by Segments for the Three Months Ended March 31, 2015”.

(2)       Based on long-term sustaining capital expenditure plans.

(3)       Average LP Units outstanding during the period totaled 143.4 million (2014: 133.0 million).

Net income is one important measure of profitability, in particular because it has a standardized meaning under IFRS. The presentation of net income on an IFRS basis for our business will often lead to the recognition of a loss or a year-over-year decrease in income even though the underlying cash flows generated by the assets are supported by strong margins and stable, long-term power purchase agreements. The primary reason for this is that we recognize a significantly higher level of depreciation for our assets than we are required to reinvest in the business as sustaining capital expenditures.

As a result, we also measure our financial results based on Adjusted EBITDA, Funds From Operations, and Adjusted Funds From Operations to provide readers with an assessment of the cash flow generated by our assets and the residual cash flow retained to fund distributions and growth initiatives.

Revenues totaled $441 million which represented a year-over-year decrease of $39 million. The year-over-year decrease in generation from our existing facilities in the United States, combined with a relatively lower pricing environment, resulted in a $35 million decrease in revenues. Higher generation in Canada and annual escalations in our power purchase agreements contributed $8 million.

In Latin America, revenues declined $29 million year-over-year due to the impact of the continued drought conditions.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 8 


 

Annual escalations in our power purchase agreements partly offset the lower than average wind conditions across our existing wind portfolio, resulting in a year-over-year decrease in revenues of $13 million.

The growth in our hydroelectric and wind portfolios over the last 12 months resulted in incremental revenues of $27 million and $40 million, respectively.

Revenues from our co-generation facilities decreased $10 million, reflecting the temporary suspension of our facility in Ontario partly offset by the increased generation at our 105 MW facility in New York.

With 50% of our portfolio located in the United States, our foreign exchange exposure is limited. Canadian dollar and Euro exposure, representing 35% of the portfolio, is proactively managed through foreign currency contracts. The remaining 15% is exposed to the Brazilian Real, which is not hedged through foreign currency contracts due to high associated costs. However, the exposure is mitigated by the annual inflation-linked escalations in our power purchase agreements.

The average total revenue per MWh of $76 decreased $8 per MWh from the prior year, reflecting the impact of the relatively lower pricing environment and to a lesser extent the impact of the appreciation of the U.S. dollar.

Direct operating costs totaling $134 million represent a year-over-year increase of $4 million, reflecting the cost reduction effort at our North American and Latin American operations and the reduction in power purchased in the open market for our co-generation facilities. The growth in our portfolio resulted in incremental costs of $17 million.

Interest expense totaling $105 million represents a year-over-year increase of $4 million. The savings attributable to repayments in the normal course on existing subsidiary borrowings were partially offset by the issuance of C$400 million of medium-term corporate notes in the current quarter. Incremental borrowing costs of $14 million were attributable to the growth in our portfolio.

Management service costs totaling $14 million represent a year-over-year increase of $3 million, primarily attributable to the increase in the market value of our LP Units and the issuance of 10.25 million LP Units in 2014.

The cash portion of non-controlling interests totaling $61 million represents a year-over-year increase of $6 million. The increase of $20 million related to the growth in our portfolio was partly offset by the decrease in performance from certain existing assets in our portfolio.

Funds From Operations totaling $153 million (2014: $185 million) reflects the variances noted above, and incorporates growth of $7 million from the hydroelectric portfolio and $9 million from the wind portfolio.

Net income was $51 million for the three months ended March 31, 2015 (2014: $125 million).

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 9 


 

SEGMENTED DISCLOSURES

Segmented information is prepared on the same basis that Brookfield Renewable’s CODM manages the business, evaluates financial results, and makes key operating decisions.  See Note 14 - Segmented information in our interim consolidated financial statements.

HYDROELECTRIC

The following table reflects the results of our operations for the three months ended March 31:

(MILLIONS, EXCEPT AS NOTED)

2015

 

 

North America

Latin

 

 

 

 

United States

Canada

Total

 America 

Total

Generation (GWh) – LTA(1)(2)

 

3,213

 

1,229

 

4,442

 

947

 

5,389

Generation (GWh) – actual(1)(2)

 

2,535

 

1,502

 

4,037

 

739

 

4,776

Revenues

$

191

$

106

$

297

$

45

$

342

Adjusted EBITDA(3)

 

127

 

104

 

231

 

31

 

262

Funds From Operations(3)

$

54

$

86

$

140

$

21

$

161

(MILLIONS, EXCEPT AS NOTED)

2014

 

 

North America

Latin

 

 

 

 

United States

Canada

Total

America

Total

Generation (GWh) – LTA(1)(2)

 

2,794

 

1,193

 

3,987

 

929

 

4,916

Generation (GWh) – actual(1)(2)

 

2,591

 

1,311

 

3,902

 

1,099

 

5,001

Revenues

$

206

$

98

$

304

$

89

$

393

Adjusted EBITDA(3)

 

151

 

79

 

230

 

73

 

303

Funds From Operations(3)

$

75

$

63

$

138

$

58

$

196

(1)            Includes 100% of generation from equity-accounted investments.

(2)           For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(3)            Non-IFRS measures. See “Cautionary Statement Regarding Use of Non-IFRS Measures”, and “Financial Review by Segments for the Three Months Ended March 31, 2015”.

North America

Generation from the portfolio was 4,037 GWh, below the long-term average of 4,442 GWh and an increase from prior year generation of 3,902 GWh.

Revenues totaling $297 million represent a year-over-year decrease of $7 million. Funds From Operations totaling $140 million represent a year-over-year increase of $2 million.

United States

Generation from the portfolio was 2,535 GWh, below the long-term average of 3,213 GWh and prior year generation of 2,591 GWh. Generation from existing facilities decreased 280 GWh as compared to the prior year due to lower inflows in New York, Louisiana, Tennessee and North Carolina. The non-controlling interests in our facilities in Tennessee and North Carolina, Louisiana and Maine reduced the impact on our financial results. A full period’s contribution from facilities acquired in 2014 resulted in incremental generation of 224 GWh. 

Revenues totaling $191 million represent a year-over-year decrease of $15 million. The lower generation impacted revenues by $19 million. While wholesale prices for both energy and capacity continue to trend

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 10 


 

higher relative to the cyclical lows experienced during the last few years, pricing did not reach the peaks of 2014. The impact was a $16 million reduction in revenues.

A full period’s contribution from facilities acquired in 2014 resulted in incremental revenues of $20 million.

Funds From Operations totaling $54 million represent a year-over-year decrease of $21 million, primarily attributable to the decrease in revenues from existing facilities. The facilities acquired in 2014 contributed an incremental $4 million.

Canada

Generation from the portfolio of 1,502 GWh was above both the long-term average of 1,229 GWh and prior year generation of 1,311 GWh. Hydrological conditions were strong at our facilities in Ontario and British Columbia. The facility in British Columbia commissioned in 2014 provided incremental generation of 50 GWh.

Revenues totaling $106 million represent a year-over-year increase of $8 million. The primary contributor to the increase was the above long-term average generation, supplemented by annual escalators in our power purchase agreements. The recently commissioned facility contributed $7 million.

Funds From Operations totaling $86 million represent a year-over-year increase of $23 million. The increase reflects the higher revenues. The appreciation of the U.S. dollar impacted revenues by $7 million but also affected costs and other expenses. The effect was fully offset by the ongoing foreign currency hedging program.

Latin America

Generation from the portfolio was 739 GWh, below the long-term average of 947 GWh and a decrease from prior year of 1,099 GWh. Conditions in Brazil continue to be challenging with generation being affected by the drought conditions. The impact was reduced by our participation in the Brazilian balancing pool and by maintaining a lower level of contracted generation in order to preserve optionality and flexibility in the portfolio.

Revenues totaling $45 million represent a year-over-year decrease of $44 million, primarily attributable to decrease in generation. Funds From Operations totaling $21 million represent a year-over-year decrease of $37 million. The appreciation of the U.S. dollar impacted revenues by $15 million, but also affected costs and other expenses resulting in a net decrease in Funds From Operations of $10 million. 

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 11 


 

WIND

The following table reflects the results of our operations for the three months ended March 31:

(MILLIONS, EXCEPT AS NOTED)

2015

 

North America

 

 

 

 

 

United States

Canada

Total

Europe

Total

Generation (GWh) – LTA(1)(2)

 

311

 

324

 

635

 

440

 

1,075

Generation (GWh) – actual(1)(2)

 

203

 

281

 

484

 

451

 

935

Revenues

$

20

$

31

$

51

$

41

$

92

Adjusted EBITDA(3)

 

10

 

26

 

36

 

39

 

75

Funds From Operations(3)

$

(2)

$

18

$

16

$

17

$

33

(MILLIONS, EXCEPT AS NOTED)

2014

 

North America

 

 

 

 

 

United States

Canada

Total

Europe

Total

Generation (GWh) – LTA(1)(2)

 

311

 

324

 

635

 

N/A

 

635

Generation (GWh) – actual(1)(2)

 

273

 

337

 

610

 

N/A

 

610

Revenues

$

29

$

39

$

68

$

N/A

$

68

Adjusted EBITDA(3)

 

16

 

35

 

51

 

N/A

 

51

Funds From Operations(3)

$

 (1) 

$

25

$

24

$

N/A

$

24

(1)            Includes 100% of generation from equity-accounted investments.

(2)           For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(3)            Non-IFRS measures. See “Cautionary Statement Regarding Use of Non-IFRS Measures”, and “Financial Review by Segments for the Three Months Ended March 31, 2015”.

North America

Generation from the portfolio of 484 GWh was below the long-term average of 635 GWh and prior year generation of 610 GWh.

Revenues totaling $51 million represent a year-over-year decrease of $17 million. Funds From Operations totaling $16 million represent a year-over-year decrease of $8 million.

United States

Generation from the portfolio of 203 GWh was below the long-term average of 311 GWh and lower than prior year generation of 273 GWh, primarily attributable to lower wind conditions across the portfolio. The impact on our financial results was reduced by the non-controlling interests in certain of our facilities in California and New England.

Revenues totaling $20 million represent a year-over-year decrease of $9 million attributable to the decrease in generation. Funds From Operations totaling negative $2 million represent a year-over-year decrease of $1 million. The decrease in revenues was partly offset by decreases in costs and the cash portion of non-controlling interests.

Canada

Generation from the portfolio was 281 GWh, below the long-term average of 324 GWh and lower than the prior year generation of 337 GWh, primarily attributable to lower wind conditions.

Revenues totaling $31 million represent a year-over-year decrease of $8 million attributable to the decrease in generation and the appreciation of the U.S. dollar. Funds From Operations totaling $18

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 12 


 

million represent a year-over-year decrease of $7 million primarily attributable to the decrease in revenues.

Europe

Generation from our wind portfolio in Europe of 451  GWh was consistent with the long-term average of 440  GWh. Our portfolio in Ireland generated 360  GWh, while our portfolio in Portugal contributed 91  GWh.

Revenues totaled $41  million for the quarter, and Funds From Operations totaled $17 million. The impact of the appreciation of the U.S. dollar was fully offset by the ongoing foreign currency hedging program.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 13 


 

Analysis Of Consolidated Financial Statements and Other Information

Property, Plant and Equipment

In accordance with IFRS, Brookfield Renewable has elected to revalue its property, plant and equipment at a minimum on an annual basis, as at December 31st of each year. Substantially all of Brookfield Renewable’s property, plant and equipment, are carried at fair value as opposed to historical cost, using a 20-year discounted cash flow model. This model incorporates future cash flows from long-term power purchase agreements that are in place where it is determined that the power purchase agreements are linked specifically to the related power generating assets. The model also includes estimates of future electricity prices, anticipated long-term average generation, estimated operating and capital expenditures, and assumptions about future inflation rates and discount rates by geographical location. For power generating assets acquired through business combinations during the year, Brookfield Renewable initially measures the assets at fair value consistent with the policy described in Note 2(l) – Business combinations in our December 31, 2014 audited consolidated financial statements. Accordingly, in the year of acquisition, power generating assets are not revalued at year-end unless there is an indication that assets are impaired.

Property, plant and equipment, at fair value totaled $18.4 billion as at March 31, 2015 as compared to $18.6 billion as at December 31, 2014. During the three months ended March 31, 2015, the acquisition of 43 MW of hydroelectric facilities, 273 MW of wind facilities and 120 MW of biomass facilities totaled $917 million. The development and construction of power generating assets totaled $36 million. Property, plant and equipment were impacted by foreign currency changes related to the appreciation of the U.S. dollar in the amount of $1.0 billion. We also recognized depreciation expense of $158 million which is significantly higher than what we are required to reinvest in the business as sustaining capital expenditures. 

Fair value of property, plant and equipment can vary with discount and terminal capitalization rates. Excluding power generating assets acquired during the year ended December 31, 2014, the following table summarizes the impact of a change in discount rates and terminal capitalization rates on the fair value of property, plant and equipment as at December 31:

(BILLIONS)

 

2014

 

2013

50 bps increase in discount rates

$

 (1.3) 

$

 (1.1) 

50 bps decrease in discount rates

 

 1.5  

 

 1.3  

 

 

 

 

 

50 bps increase in terminal capitalization rate(1)

 

 (0.3) 

 

 (0.3) 

50 bps decrease in terminal capitalization rate(1)

 

 0.4  

 

 0.3  

(1)            The terminal capitalization rate applies only to hydroelectric assets in North America.

Terminal values are included in the valuation of hydroelectric assets in North America. For the hydroelectric assets in Brazil, cash flows have been included based on the duration of the authorization or useful life of a concession asset without consideration of potential renewal value. The weighted-average remaining duration at December 31, 2014, was 15 years (2013: 16 years). Consequently, there is no terminal value attributed to the hydroelectric assets in Brazil. If an additional 20 years of cash flows were included, the fair value of property, plant and equipment would increase by approximately $1 billion. See Note 11 - Property, plant and equipment, at fair value in our December 31, 2014 audited consolidated financial statements.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 14 


 

liquidity and capital Resources

A key element of our financing strategy is to raise the majority of our debt in the form of asset-specific, non-recourse borrowings at our subsidiaries on an investment grade basis. As at March 31, 2015, long-term indebtedness increased from December 31, 2014 as a result of the portfolio growth. The debt to capitalization ratio increased from December 31, 2014 due primarily to the issuance of C$400 million ($317 million) of medium-term corporate notes and the appreciation of U.S. dollar, and was 42% as at March 31, 2015.

Capitalization

The following table summarizes the capitalization using book values:

 

 

Mar 31

Dec 31

(MILLIONS, EXCEPT AS NOTED)

 

 

2015

 

2014

Credit facilities(1)

$

319

$

401

Corporate borrowings(2)

 

1,492

 

1,286

Subsidiary borrowings(3)

 

6,023

 

5,991

Long-term indebtedness

 

7,834

 

7,678

Deferred income tax liabilities, net of deferred income tax assets

 

2,400

 

2,495

Equity

 

8,555

 

8,881

Total capitalization

$

18,789

$

19,054

Debt to total capitalization

 

42%

 

40%

(1)            Credit facilities are comprised of $113 million drawn by a subsidiary of Brookfield Renewable and guaranteed by Brookfield Renewable, and $206 million borrowed under a subscription credit facility made available by a private fund sponsored by Brookfield Asset Management. This subscription credit facility is only available to us on a limited basis, and is secured by capital contributed to the private fund.

(2)            Issued by a subsidiary of Brookfield Renewable and guaranteed by Brookfield Renewable. The amounts are unsecured.

(3)            Issued by subsidiaries of Brookfield Renewable and secured against their respective assets. The amounts are not guaranteed.

During the three months ended March 31, 2015 we completed the following financings:

In March 2015, we issued C$400 million ($317 million) of medium-term corporate notes, maturing in June 2025 at a fixed rate of 3.75%. Proceeds of the offering were used to repay existing indebtedness and for general corporate purposes.

In February 2015, we secured an 18-month extension on $75 million of debt associated with a portfolio of hydroelectric and wind facilities in the United States held through the Brookfield Americas Infrastructure Fund. The debt bears interest at LIBOR plus 2.75%, and matures in August 2016.

In February 2015, we refinanced indebtedness associated with a 45 MW hydroelectric facility in British Columbia by issuing C$90 million ($76 million) of bonds with an interest rate of 2.95%, maturing in May 2023. We own a 50%, equity-accounted interest in this facility.

In February 2015, as part of the acquisition of a 123 MW wind portfolio in Portugal, Brookfield Renewable assumed loans with principal balances totaling €99 million ($109 million). The loans bear interest at an initial weighted-average fixed rate of 6.28%, including the related interest rate swaps, and have a weighted-average remaining term of 9.5 years.

In March 2015, as part of the acquisition of a 313 MW operating renewable power generation portfolio in Brazil comprising of 43 MW of hydroelectric, 150 MW of wind, and 120 MW of biomass generating capacity and a 55 MW biomass development project, Brookfield Renewable assumed R$631 million ($197 million) of debt with a combination of variable and fixed interest rates, and a weighted-average remaining term of 12.7 years.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 15 


 

Available liquidity

We operate with sufficient liquidity to enable us to fund growth initiatives, capital expenditures, distributions, withstand sudden adverse changes in economic circumstances or short-term fluctuations in generation, and to finance the business on an investment grade basis. Principal sources of liquidity are cash flows from operations and access to public and private capital markets.

The following table summarizes the available liquidity:  

 

 

Mar 31

Dec 31

(MILLIONS)

2015

2014

Cash and cash equivalents

$

196

$

150

Credit facilities

 

 

 

 

 

Authorized credit facilities

 

1,480

 

1,480

 

Draws on credit facilities(1)

 

(113)

 

(401)

 

Issued letters of credit

 

(217)

 

(227)

Available portion of credit facilities

 

1,150

 

852

Available liquidity

$

1,346

$

1,002

(1)            Amounts are unsecured and revolving. Interest rate is at the LIBOR plus 1.20% (December 31, 2014: 1.20%).

Long-term debt and credit facilities

The following table summarizes our principal repayment obligations and maturities as at March 31, 2015:

(MILLIONS)

Balance of 2015

2016

2017

2018

2019

Thereafter

Total

Principal repayments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiary borrowings(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

$

 67 

$

 422 

$

 784 

$

 777 

$

 67 

$

 1,346 

$

 3,463 

 

 

 

Canada

 

 40 

 

 128 

 

 47 

 

 50 

 

 49 

 

 1,328 

 

 1,642 

 

 

 

 

 

 107 

 

 550 

 

 831 

 

 827 

 

 116 

 

 2,674 

 

 5,105 

 

 

Latin America

 

 39 

 

 31 

 

 32 

 

 31 

 

 29 

 

 188 

 

 350 

 

 

Europe

 

 30 

 

 43 

 

 46 

 

 49 

 

 52 

 

 404 

 

 624 

 

 

 

 

 

 176 

 

 624 

 

 909 

 

 907 

 

 197 

 

 3,266 

 

 6,079 

 

Corporate borrowings and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

credit facilities(1)

 

 206 

 

 237 

 

 - 

 

 158 

 

 113 

 

 1,103 

 

 1,817 

 

Equity-accounted investments

 - 

 

 - 

 

 125 

 

 - 

 

 - 

 

 35 

 

 160 

 

 

 

 

 

 382 

 

 861 

 

 1,034 

 

 1,065 

 

 310 

 

 4,404 

 

 8,056 

(1)            Subsidiary borrowings and corporate borrowings and credit facilities include $7 million and $69 million of unamortized premiums and deferred financing fees, respectively.

The remaining subsidiary borrowings due in 2015 are normal course principal repayments. Repayments on subsidiary borrowings in 2016 include maturities of $250 million on our portfolio of hydroelectric facilities in the Southeastern United States and $75 million of debt associated with a portfolio of hydroelectric and wind facilities in the United States held through the Brookfield Americas Infrastructure Fund. Both of these borrowings are expected to be refinanced in the normal course.

We remain focused on refinancing near term facilities on acceptable terms and maintaining a manageable maturity ladder. We do not anticipate material issues in addressing our borrowings through

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 16 


 

2019 on acceptable terms and will do so opportunistically based on the prevailing interest rate environment.

The overall maturity profile and average interest rates associated with our borrowings and credit facilities are as follows:

 

 

 Average term (years)

Average interest rate (%)

 

 

Mar 31

 

Dec 31

 

Mar 31

 

Dec 31

 

 

2015

 

2014

 

2015

 

2014

Corporate borrowings

 

7.3

 

6.7

5.0

 

5.3

Subsidiary borrowings

 

10.2

 

10.4

5.4

 

5.3

Credit facilities

 

4.3

 

4.5

1.4

 

1.4

During the three months ended March 31, 2015, we issued C$400 million ($317 million) of medium-term corporate notes maturing in June 2025, reducing our overall costs on corporate borrowings from 5.3% to 5.0% and increasing the average term to 7.3 years.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 17 


 

CONTRACT PROFILE

We have a largely predictable profile driven by both long-term power purchase agreements with a weighted-average remaining duration of 17 years combined with a well-diversified portfolio that reduces variability in our generation volumes. We operate the business on a largely contracted basis to ensure a high degree of predictability in Funds From Operations. We do however maintain a long-term view that electricity prices and the demand for electricity from renewable sources will rise due to a growing level of acceptance around climate change and the legislated requirements in some areas to diversify away from fossil fuel based generation.

The following table sets out contracts over the next five years for generation output assuming long-term average:

FOR THE YEAR ENDED DECEMBER 31

Balance of 2015

 

2016

 

2017

 

2018

 

2019

 

Generation (GWh)

 

 

 

 

 

 

 

 

 

 

 

Contracted(1)

 

 

 

 

 

 

 

 

 

 

 

 

Hydroelectric

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States(2)

 

6,669

 

9,126

 

7,002

 

7,002

 

7,002

 

 

 

 

Canada

 

3,945

 

4,681

 

4,634

 

4,634

 

4,624

 

 

 

 

 

 

10,614

 

13,807

 

11,636

 

11,636

 

11,626

 

 

 

Latin America

 

2,405

 

3,000

 

2,662

 

2,352

 

2,364

 

 

 

 

 

 

13,019

 

16,807

 

14,298

 

13,988

 

13,990

 

 

Wind

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

1,007

 

1,292

 

1,292

 

1,292

 

1,292

 

 

 

 

Canada

 

873

 

1,197

 

1,197

 

1,197

 

1,197

 

 

 

Latin America

 

470

 

561

 

560

 

560

 

560

 

 

 

Europe

 

982

 

1,400

 

1,400

 

1,400

 

1,400

 

 

 

 

 

 

3,332

 

4,450

 

4,449

 

4,449

 

4,449

 

Other

 

 372  

 

 475  

 

 484  

 

 533  

 

 533  

 

 

 

 

 

 

16,723

 

21,732

 

19,231

 

18,970

 

18,972

 

Uncontracted

2,327

 

3,897

 

6,383

 

6,644

 

6,642

 

Total long-term average

19,050

 

25,629

 

25,614

 

25,614

 

25,614

 

Long-term average on a proportionate basis(3)

14,388

 

19,295

 

19,285

 

19,285

 

19,285

 

 

 

Contracted generation - as at March 31, 2015

% of total generation

88

%

85

%

75

%

74

%

74

%

% of total generation on a proportionate basis(3)

92

%

89

%

83

%

81

%

81

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Price per MWh - total generation

$

72

$

75

$

78

$

79

$

80

 

Price per MWh - total generation on a

 

 

 

 

 

 

 

 

 

 

 

 

proportionate basis

 

69

 

72

 

73

 

74

 

75

 

(1)            Assets under construction are included when long-term average and pricing details are available and the commercial operation date is established in a definitive construction contract.

(2)            Includes generation of 1,515 GWh for 2015 and 2,124 GWh for 2016 secured under financial contracts.

(3)            Long-term average on a proportionate basis includes wholly-owned assets, and our share of partially-owned assets and equity-accounted investments.

The majority of the long-term power purchase agreements are with investment-grade rated or creditworthy counterparties. The composition of our contracted generation under power purchase agreements for 2015 is comprised of: Brookfield (42%), public power authorities (23%), industrial users (29%) and distribution companies (6%).

  

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 18 


 

SUMMARY CONSOLIDATED BALANCE SHEETS

The following table provides a summary of the key line items on the interim consolidated balance sheets:

 

 

 

Mar 31

 

Dec 31

(MILLIONS)

 

2015

2014

Property, plant and equipment, at fair value

$

18,361

$

18,566

Equity-accounted investments

 

256

 

273

Total assets

 

19,685

 

19,849

Long-term debt and credit facilities

 

7,834

 

7,678

Deferred income tax liabilities

 

2,547

 

2,637

Total liabilities

 

11,130

 

10,968

Preferred equity

 

667

 

728

Participating non-controlling interests - in operating subsidiaries

 

2,323

 

2,062

General partnership interest in a holding subsidiary held by Brookfield

 

54

 

59

Participating non-controlling interests - in a holding subsidiary -

 

 

 

 

 

Redeemable/Exchangeable units held by Brookfield

 

2,617

 

2,865

Limited partners' equity

 

2,894

 

3,167

Total liabilities and equity

 

19,685

 

19,849

Contractual obligations

Development and construction

The remaining development project costs on three hydroelectric projects in Brazil totaling 72 MW and a 12 MW wind facility in Ireland are expected to be $264 million. The wind facility in Ireland is expected to be fully operational in 2015, and the hydroelectric projects in Brazil in 2017.  

Commitments and contingencies

In November 2014, we entered into an agreement to acquire a 488 MW portfolio in Brazil comprising hydroelectric, wind, and biomass generating capacity. The transaction represents a total enterprise value of $R2.4 billion ($935 million). During the three months ended March 31, 2015 we completed the acquisition of 368 MW in renewable power generation facilities. The acquisition of a 120 MW hydroelectric facility, expected to generate 527 GWh annually, is expected to close in the second quarter of 2015, subject to regulatory approvals and closing conditions. The acquisition is being pursued with our institutional partners, and Brookfield Renewable will retain an approximate 40% controlling interest.

Brookfield Renewable, on behalf of its subsidiaries, and subsidiaries themselves have provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance. See “Liquidity and Capital Resources” for further details. 

Brookfield Renewable, along with institutional investors, has provided letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves, construction completion and performance as it relates to interests in the Brookfield Americas Infrastructure Fund and the Brookfield Infrastructure Fund II. As at March 31, 2015, the letters of credit issued were $115 million (2014: $125 million).

Guarantees

In the normal course of operations, we execute agreements that provide for indemnification and guarantees to third parties in transactions such as acquisitions, construction projects, capital projects, and

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 19 


 

purchases of assets. We have also agreed to indemnify our directors and certain of our officers and employees. The nature of the indemnities prevent us from making a reasonable estimate of the maximum potential amount that could be required to pay third parties, as many of the agreements do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, we have made no significant payments under indemnification agreements.

Off-Balance Sheet Arrangements

Brookfield Renewable has no off-balance sheet financing arrangements.

Related Party Transactions

Brookfield Renewable’s related party transactions are in the normal course of business, and are recorded at the exchange amount. Brookfield Renewable’s related party transactions are primarily with Brookfield.

Brookfield Renewable sells electricity to Brookfield through long-term power purchase agreements to provide contracted cash flow and reduce Brookfield Renewable’s exposure to electricity prices in deregulated power markets. Brookfield Renewable also benefits from a wind levelization agreement with Brookfield which reduces the exposure to the fluctuation of wind generation at certain facilities and thus improves the stability of its cash flow.

In addition to these agreements, Brookfield Renewable and Brookfield have executed other agreements that are described in Note 9 - Related Party Transactions in our December 31, 2014 audited consolidated financial statements.

Brookfield Renewable has also entered into a number of voting agreements with Brookfield whereby Brookfield, as managing member of entities related to Brookfield Americas Infrastructure Fund and Brookfield Infrastructure Fund II, in which Brookfield Renewable holds investments in power generating operations with institutional partners, agreed to provide to Brookfield Renewable the authority to direct the election of the Boards of Directors of such entities.

The following table reflects the related party agreements and transactions on the interim consolidated statements of income for the three months ended March 31:

(MILLIONS)

 

2015

 

2014

Revenues

 

 

 

 

 

Power purchase and revenue agreements

$

109

$

35

 

Wind levelization agreement

 

2

 

1

 

 

$

111

$

36

Direct operating costs

 

 

 

 

 

Energy purchases

$

(2)

$

(6)

 

Energy marketing fee

 

(5)

 

(5)

 

Insurance services

 

(7)

 

(7)

 

 

$

(14)

$

(18)

Management service costs

$

(14)

$

(11)

Revenues from power purchase and revenue agreements for the three months ended March 31, 2015 were higher as compared to the prior year. The increase is primarily due to an increased level of price support, reflecting the relatively lower pricing environment in the current quarter, and the impact of power purchase agreements for certain recently acquired facilities.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 20 


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

The following table summarizes the key items on the interim consolidated statements of cash flows for the three months ended March 31:

(MILLIONS)

2015

2014

Cash flow provided by (used in):

 

 

 

 

Operating activities

$

232

$

272

Financing activities

 

375

 

340

Investing activities

 

(552)

 

(588)

Foreign exchange loss on cash

 

(9)

 

-

Increase in cash and cash equivalents

$

46

$

24

Cash and cash equivalents as at March 31, 2015 totaled $196 million, representing an increase of $46 million since December 31, 2014.

Operating Activities

Cash flows provided by operating activities totaling $232 million for the first quarter of 2015 represent a year-over-year decrease of $40 million primarily attributable to the decrease in Funds From Operations.

Financing Activities

Cash flows provided by financing activities totaled $375 million for the first quarter of 2015. Long-term debt – borrowings were $521 million, and related to growth and the issuance of medium-term corporate notes during the quarter. Long-term debt – repayments related to subsidiary borrowings and credit facilities were $317 million. The capital provided by participating non-controlling interests – in operating subsidiaries relates to the growth in our portfolio, and amounted to $330 million.

For the first quarter of 2015, distributions paid to LP Unitholders were $115 million (2014: $164 million). We increased our distributions to $1.66 per LP Unit, an increase of 11 cents per LP Unit which took effect in the current quarter. The amounts paid in the first quarter of 2014 included distributions declared in both that quarter, and in the fourth quarter of 2013. The distributions paid to preferred shareholders and participating non-controlling interests - in operating subsidiaries were $44 million (2014: $26 million). See “Dividends and Distributions” for further details.

Investing Activities

Cash flows used in investing activities for the three months ended March 31, 2015 totaled $552 million. Our investments were with respect to the acquisition of a 123 MW wind portfolio in Portugal and a 368 MW renewable power portfolio in Brazil. When combined, these investments totaled $528 million. In addition, our continued investment in the development and construction of power generating assets was $21 million and sustainable capital expenditures totaled $15 million.

NON-CONTROLLING INTERESTS

Preferred equity

As at March 31, 2015, no preference shares have been redeemed. On April 1, 2015, the fixed dividend rate on the Series 1 Preference Shares for the five years commencing May 1, 2015 and ending April 30, 2020 was reset and, if declared, will be paid at an annual rate of 3.355% ($0.2096875 per share per quarter).

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 21 


 

General partnership interest in a holding subsidiary held by Brookfield

Brookfield, as the owner of the 1% GP interest in BRELP, is entitled to regular distributions plus an incentive distribution based on the amount by which quarterly LP Unit distributions exceed specified target levels. To the extent that LP Unit distributions exceed $0.375 per LP Unit per quarter, the incentive is 15% of distributions above this threshold. To the extent that quarterly distributions exceed $0.4225 per LP Unit, the incentive distribution is equal to 25% of distributions above this threshold. Accordingly, incentive distributions of $2 million were made during the three months ended March 31, 2015.

Participating non-controlling interests - in a holding subsidiary - Redeemable/Exchangeable units held by Brookfield

BRELP has issued Redeemable/Exchangeable partnership units to Brookfield, which may at the request of the holder, require BRELP to redeem these units for cash consideration. The right is subject to Brookfield Renewable’s right of first refusal which entitles it, at its sole discretion, to elect to acquire all of the units presented to BRELP that are tendered for redemption in exchange for LP Units. If Brookfield Renewable elects not to exchange the Redeemable/Exchangeable partnership units for LP Units, the Redeemable/Exchangeable partnership units are required to be redeemed for cash. As Brookfield Renewable, at its sole discretion, has the right to settle the obligation with LP Units, the Redeemable/Exchangeable partnership units are classified as equity, and not as a liability.

 

LIMITED PARTNERS’ EQUITY

Brookfield Asset Management owns, directly and indirectly, 169,685,609 LP Units and Redeemable/Exchangeable partnership units, representing approximately 62% of Brookfield Renewable on a fully-exchanged basis.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 22 


 

SHARES AND UNITS OUTSTANDING

The shares and units outstanding are presented in the following table:

 

 

 

Mar 31, 2015

Dec 31, 2014

Class A Preference Shares

 

 

 

Series 1

10,000,000

10,000,000

 

Series 3

10,000,000

10,000,000

 

Series 5

7,000,000

7,000,000

 

Series 6

7,000,000

7,000,000

 

 

 

34,000,000

34,000,000

 

 

 

 

 

GP interest

2,651,506

2,651,506

 

 

 

 

 

Redeemable/Exchangeable partnership units

129,658,623

129,658,623

 

 

 

 

 

LP Units

 

 

 

Balance, beginning of year

143,356,854

132,984,913

 

Issuance of LP Units

 - 

10,250,000

 

Distribution reinvestment plan

43,749

121,941

Balance, end of period/year

143,400,603

143,356,854

 

 

 

 

 

Total LP Units on a fully-exchanged basis(1)

273,059,226

273,015,477

 

 

 

 

 

LP Units held by

 

 

Brookfield

40,026,986

40,026,986

External LP Unitholders

103,373,617

103,329,868

 

 

 

143,400,603

143,356,854

(1)            The fully-exchanged amounts assume the exchange of Redeemable/ Exchangeable partnership units for LP Units at the beginning of the year.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 23 


 

DIVIDENDS AND DISTRIBUTIONS

The composition of the dividends and distributions for the three months ended March 31 are presented in the following table:

THREE MONTHS ENDED MARCH 31

Declared

Paid

(MILLIONS, EXCEPT AS NOTED)

 

2015

 

2014

 

2015

 

2014

Class A Preference Shares

 

 

 

 

 

 

 

 

 

Series 1

$

2

$

3

$

3

$

3

 

Series 3

 

2

 

2

 

2

 

2

 

Series 5

 

2

 

2

 

2

 

2

 

Series 6

 

2

 

2

 

2

 

2

 

 

 

$

8

$

9

$

9

$

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Participating non-controlling interests - in  operating

 

 

 

 

 

 

 

 

 

 subsidiaries 

$

35

$

17

$

35

$

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General partnership interest in a holding subsidiary

 

 

 

 

 

 

 

 

 

held by Brookfield

$

1

$

1

$

1

$

1

 

Incentive distribution

 

2

 

1

 

2

 

1

 

 

 

$

3

$

2

$

3

$

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Participating non-controlling interests - in  a holding subsidiary

 

 

 

 

 

 

 

 

 

 - Redeemable/Exchangeable units held by Brookfield

$

55

$

50

$

54

$

80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners' equity

 

 

 

 

 

 

 

 

 

Brookfield

 

17

 

15

 

17

 

24

 

External LP Unitholders

 

44

 

36

 

41

 

58

 

 

 

$

61

$

51

$

58

$

82

In February 2015, LP Unitholder distributions were increased to $1.66 per unit on an annualized basis, an increase of eleven cents per LP Unit, which took effect with the distribution payable in March 2015.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 24 


 

Critical ESTIMATES AND CRITICAL JUDGMENTS in applying accounting policies

The interim consolidated financial statements are prepared in accordance with IFRS, which require the use of estimates and judgments in reporting assets, liabilities, revenues, expenses and contingencies. In the judgment of management, none of the estimates outlined in Note 2 –  Significant accounting policies in our December 31, 2014 audited consolidated financial statements are considered critical accounting estimates as defined in NI 51-102 with the exception of the estimates related to the valuation of property, plant and equipment and the related deferred income tax liabilities. These assumptions include estimates of future electricity prices, discount rates, expected long-term average generation, inflation rates, terminal year and operating and capital costs, the amount, the timing and the income tax rates of future income tax provisions. Estimates also include determination of accruals, purchase price allocations, useful lives, asset valuations, asset impairment testing, deferred tax liabilities, decommissioning retirement obligations and those relevant to the defined benefit pension and non-pension benefit plans. Estimates are based on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances.

In making estimates, management relies on external information and observable conditions where possible, supplemented by internal analysis, as required. These estimates have been applied in a manner consistent with that in the prior year and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in this report. These estimates are impacted by, among other things, future power prices, movements in interest rates, foreign exchange and other factors, some of which are highly uncertain, as described in the “Risk Factors” section of our 2014 Annual Report. The interrelated nature of these factors prevents us from quantifying the overall impact of these movements on Brookfield Renewable’s financial statements in a meaningful way. These sources of estimation uncertainty relate in varying degrees to substantially all asset and liability account balances. Actual results could differ from those estimates.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 25 


 

Future changes in accounting policies

(i)      Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments (“IFRS 9”) which reflects all phases of the financial instruments project and replaces IAS 39, Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. Early application of previous versions of IFRS 9 (2009, 2010 and 2013) is permitted if the date of initial application is before 1 February 2015. Management is currently evaluating the impact of IFRS 9 on the consolidated financial statements.

(ii)      Amendments to IFRS 10 and IAS 28

The amendments to IFRS 10, Consolidated Financial Statements (“IFRS 10”) and IAS 28, Investments in Associates and Joint Ventures (2011) (“IAS 28”) address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if the assets are housed in a subsidiary. The amendments are effective for transactions occurring in annual periods beginning on or after 1 January 2016 with earlier application permitted. Management is currently evaluating the impact of the amendments to IFRS 10 and IAS 28 on the consolidated financial statements.

(iii)     Revenue recognition

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) was issued by IASB on May 28, 2014.  IFRS 15 outlines a single comprehensive model to account for revenue arising from contracts with customers and will replace the majority of existing IFRS requirements on revenue recognition including IAS 18, Revenue,  IAS 11, Construction Contracts and related interpretations. The core principle of the standard is to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The standard has prescribed a five-step model to apply the principles. The standard also specifies how to account for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. IFRS 15 is effective for annual periods beginning on or after January 1, 2017. Management is currently evaluating the impact of IFRS 15 on the consolidated financial statements.

Internal Control over Financial Reporting

No changes were made in our internal control over financial reporting during the quarter ended March 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 26 


 

SUMMARY OF HISTORICAL QUARTERLY RESULTS ON A CONSOLIDATED BASIS

The following is a summary of unaudited quarterly financial information for the last eight consecutive quarters:

 

 

 

 

2015

2014

2013

(MILLIONS, EXCEPT AS NOTED)

 

Q1

 

Q4

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Q2

Generation (GWh) - LTA(1)(2)

6,516

5,770

5,065

6,691

5,770

5,380

4,960

6,171

Generation (GWh) - actual(1)(2)

5,823

5,839

4,383

6,615

5,711

5,268

5,154

6,265

Revenues

$

441

$

408

$

342

$

474

$

480

$

393

$

392

$

484

Adjusted EBITDA(3)

 

338

 

273

 

223

 

360

 

360

 

272

 

260

 

357

Funds From Operations(3)

 

153

 

116

 

61

 

198

 

185

 

137

 

108

 

187

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred equity

 

8

 

9

 

10

 

10

 

9

 

10

 

10

 

10

 

 

Participating non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests - in operating subsidiaries

 

14

 

(8)

 

(2)

 

21

 

40

 

(7)

 

8

 

24

 

 

General partnership interest in a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

holding subsidiary held by Brookfield

 

-

 

-

 

-

 

-

 

1

 

-

 

-

 

-

 

 

Participating non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests - in a holding subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Redeemable/Exchangeable units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

held by Brookfield

 

14

 

14

 

(16)

 

20

 

37

 

10

 

5

 

22

 

Limited partners' equity

 

15

 

16

 

(17)

 

21

 

38

 

11

 

5

 

22

 

 

51

 

31

 

(25)

 

72

 

125

 

24

 

28

 

78

Basic and diluted earnings (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

per LP Unit

 

0.10

 

0.11

 

(0.13)

 

0.15

 

0.29

 

0.08

 

0.04

 

0.17

Average LP Units outstanding (millions)

 

143.4

 

143.3

 

143.3

 

135.3

 

133.0

 

132.9

 

132.9

 

132.9

Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred equity

 

8

 

9

 

10

 

10

 

9

 

10

 

10

 

10

 

General partnership interest in a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

holding subsidiary held by Brookfield

 

3

 

1

 

2

 

1

 

2

 

1

 

1

 

1

 

Participating non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests - in a holding subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 - Redeemable/Exchangeable units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

held by Brookfield

 

55

 

50

 

50

 

51

 

50

 

47

 

47

 

47

 

Limited partners' equity

 

61

 

56

 

56

 

53

 

51

 

48

 

49

 

48

(1)            Includes 100% of generation from equity-accounted investments.

(2)            For assets acquired or reaching commercial operation during the year, this figure is calculated from the acquisition or commercial operation date.

(3)            Non-IFRS measures. See "Cautionary Statement Regarding Use of Non-IFRS Measures" and “Financial Review by Segments for the Three  Months Ended March 31, 2015”.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 27 


 

ADDITIONAL INFORMATION

Additional information, including our Form 20-F filed with the SEC and securities regulators in Canada, are available on our website at www.brookfieldrenewable.com, on SEC’s website at www.sec.gov and on SEDAR’s website at www.sedar.com. 

Subsequent eventS

In April 2015, the fixed dividend rate on the Series 1 Preference Shares for the five years commencing May 1, 2015 and ending April 30, 2020 was reset and, if declared, will be paid at an annual rate of 3.355% (C$0.2096875 per share per quarter). The holders of 4,518,289 Series 1 Preference Shares exercised their right to convert their shares into Class A, Series 2 Preference Shares on a one-for-one basis. The holders of the Series 2 Preference Shares will be entitled to receive floating rate cumulative preferential cash dividends, equal to the T-Bill Rate plus 2.62%. The quarterly dividend in respect of the May 1, 2015 to July 31, 2015 dividend period will be paid at an annual rate of 3.148% (C$0.198367 per share), payable on July 31, 2015).

On May 5, 2015, an affiliate of Brookfield, on behalf of a consortium of investors that would, if successful, include Brookfield Renewable, pre-qualified for the Colombian government’s sale process relating to its controlling stake in Isagen, Colombia’s second largest energy generator.

  

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 28 


 

FINANCIAL REVIEW BY SEGMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2015

The following table reflects Adjusted EBITDA, Funds From Operations, Adjusted Funds From Operations, and provides a reconciliation to net income and cash flows from operating activities for the three months ended March 31:

 

 

 

 

 

 

Corporate

 

 

 

 

(MILLIONS)

Hydroelectric

Wind

 and Other

2015

2014

Revenues

$

342

$

92

$

7

$

441

$

480

Other income

 

17

 

8

 

2

 

27

 

3

Share of cash earnings from equity-accounted

 

 

 

 

 

 

 

 

 

 

 

 investments 

 

4

 

  -

 

  -

 

4

 

7

Direct operating costs

 

(101)

 

(25)

 

(8)

 

(134)

 

(130)

Adjusted EBITDA(1)

 

262

 

75

 

1

 

338

 

360

Interest expense - borrowings

 

(61)

 

(24)

 

(20)

 

(105)

 

(101)

Management service costs

 

  -

 

  -

 

(14)

 

(14)

 

(11)

Current income taxes

 

(4)

 

(1)

 

  -

 

(5)

 

(8)

Less: cash portion of non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

Preferred equity

 

  -

 

  -

 

(8)

 

(8)

 

(9)

 

Participating non-controlling interests - in

 

 

 

 

 

 

 

 

 

 

 

 

operating subsidiaries

 

(36)

 

(17)

 

  -

 

(53)

 

(46)

Funds From Operations(1)

$

161

$

33

$

(41)

$

153

$

185

Less: adjusted sustaining capital expenditures(2)

 

 

 

 

 

 

 

(15)

 

(14)

Adjusted Funds From Operations(1)

 

 

 

 

 

 

 

138

 

171

Add: adjusted sustaining capital expenditures  

 

 

 

 

 

 

 

15

 

14

Add: cash portion of non-controlling interests

 

 

 

 

 

 

 

61

 

55

Other items:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

(158)

 

(126)

 

Unrealized financial instruments loss

 

 

 

 

 

 

 

(8)

 

  -

 

Share of non-cash loss from equity-

 

 

 

 

 

 

 

 

 

 

 

 

accounted investments

 

 

 

 

 

 

 

(1)

 

(6)

Deferred income tax recovery (expense)

 

 

 

 

 

 

 

6

 

(2)

Other

 

 

 

 

 

 

 

(2)

 

19

Net income

 

 

 

 

 

 

$

51

$

125

Adjustments for non-cash items

 

 

 

 

 

 

 

166

 

119

Dividends received from equity accounted

 

 

 

 

 

 

 

 

 

 

 

investments

 

 

 

 

 

 

 

8

 

6

Changes in due to or from related parties

 

 

 

 

 

 

 

14

 

40

Net change in working capital balances

 

 

 

 

 

 

 

(7)

 

(18)

Cash flows from operating activities

 

 

 

 

 

 

$

232

$

272

(1)       Non-IFRS measures.  See “Cautionary Statement Regarding Use of Non-IFRS Measures”.

(2)       Based on long-term sustaining capital expenditure plans.

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 29 


 

cautionary statement regarding forward-looking statements

This Management's Discussion and Analysis contains forward-looking statements and information, within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations, concerning the business and operations of Brookfield Renewable. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements in this Management's Discussion and Analysis include statements regarding the quality of Brookfield Renewable’s assets and the resiliency of the cash flow they will generate, Brookfield Renewable’s anticipated financial performance, future commissioning of assets, contracted portfolio, technology diversification, acquisition opportunities, expected completion of acquisitions, future energy prices and demand for electricity, economic recovery, achievement of long-term average generation, project development and capital expenditure costs, diversification of shareholder base,  energy policies, economic growth, growth potential of the renewable asset class, the future growth prospects and distribution profile of Brookfield Renewable and Brookfield Renewable’s access to capital. Forward-looking statements can be identified by the use of words such as “plans”, “expects”, “scheduled”, “estimates”, “intends”, “anticipates”, “believes”, “potentially”, “tends”, “continue”, “attempts”, “likely”, “primarily”, “approximately”, “endeavours”, “pursues”, “strives”, “seeks”, or variations of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information in this Management's Discussion and Analysis are based upon reasonable assumptions and expectations, we cannot assure you that such expectations will prove to have been correct. You should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: our limited operating history; the fact that we are not subject to the same disclosure requirements as a U.S. domestic issuer; risks commonly associated with a separation of economic interest from control or the incurrence of debt at multiple levels within our organizational structure; the risk that we may be deemed an “investment company” under the Investment Company Act; the risk that the effectiveness of our internal controls over financial reporting could have a material effect on our business; changes to hydrology at our hydroelectric stations, to wind conditions at our wind facilities or to weather generally at any biomass cogeneration facilities; the risk that counterparties to our contracts do not fulfill their obligations, and as our contracts expire, we may not be able to replace them with agreements on similar terms; increases in water rental costs (or similar fees) or changes to the regulation of water supply; volatility in supply and demand in the energy market; risks relating to the increasing amount of uncontracted generation in our portfolio; exposure to additional costs as a result of our operations being highly regulated and exposed to increased regulation; the risk that our concessions and licenses will not be renewed; increases in the cost of operating our plants; our failure to comply with conditions in, or our inability to maintain, governmental permits; equipment failure; dam failures and the costs of repairing such failures; exposure to force majeure events; exposure to uninsurable losses; adverse changes in currency exchange rates; availability and access to interconnection facilities and transmission systems; health, safety, security and environmental risks; disputes, governmental and regulatory investigations and litigation; local communities affecting our operations; losses resulting from fraud, bribery, corruption, other illegal acts, inadequate or failed internal processes or systems, or from external events; risks relating to our reliance on computerized business systems; general industry risks relating to operating in the North American, Latin American and European power market sectors; advances in technology that impair or eliminate the competitive advantage of our projects; newly developed technologies in which we invest not performing as anticipated; labour disruptions and economically unfavourable collective bargaining agreements; our inability to finance our operations due to the status of the capital markets; the operating and financial restrictions imposed on us

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 30 


 

by our loan, debt and security agreements; changes in our credit ratings; changes to government regulations that provide incentives for renewable energy; our inability to identify sufficient investment opportunities and complete transactions; risks related to the growth of our portfolio and our inability to realize the expected benefits of our transactions, including transactions that have been announced by not yet closed; our inability to develop existing sites or find new sites suitable for the development of greenfield projects; risks associated with the development of our generating facilities and the various types of arrangements we enter into with communities and joint venture partners; Brookfield Asset Management’s election not to source acquisition opportunities for us and our lack of access to all renewable power acquisitions that Brookfield Asset Management identifies; our lack of control over our operations conducted through joint ventures, partnerships and consortium arrangements; our ability to issue equity or debt for future acquisitions and developments will be dependent on capital markets; foreign laws or regulation to which we become subject as a result of future acquisitions in new markets; and the departure of some or all of Brookfield’s key professionals.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. The forward-looking statements represent our views as of the date of this Management's Discussion and Analysis and should not be relied upon as representing our views as of any date subsequent to May 6, 2015, the date of this Management's Discussion and Analysis. While we anticipate that subsequent events and developments may cause our views to change, we disclaim any obligation to update the forward-looking statements, other than as required by applicable law. For further information on these known and unknown risks, please see “Risk Factors” included in our Form 20-F.

cautionary statement regarding use of non-ifrs measures

This Management's Discussion and Analysis contains references to Adjusted EBITDA, Funds From Operations and Adjusted Funds From Operations which are not generally accepted accounting measures under IFRS and therefore may differ from definitions of Adjusted EBITDA, Funds From Operations and Adjusted Funds From Operations used by other entities. We believe that Adjusted EBITDA, Funds From Operations and Adjusted Funds From Operations are useful supplemental measures that may assist investors in assessing the financial performance and the cash anticipated to be generated by our operating portfolio. Neither Adjusted EBITDA, Funds From Operations nor Adjusted Funds From Operations should be considered as the sole measure of our performance and should not be considered in isolation from, or as a substitute for, analysis of our financial statements prepared in accordance with IFRS.

A reconciliation of Adjusted EBITDA, Funds From Operations and Adjusted Funds From Operations to net income and cash flows from operating activities is presented in our Management’s Discussion and Analysis. We have also provided a reconciliation of Adjusted EBITDA and Funds From Operations to net income in Note 14 - Segmented information in our interim consolidated financial statements.    

 

Brookfield Renewable Energy Partners L.P.                                      Management’s Discussion and Analysis                                           March 31, 2015         

Page 31 


 

GENERAL INFORMATION 

 

 

 

Corporate Office

 

73 Front Street

Fifth Floor

Hamilton, HM12

Bermuda

Tel:  (441) 294-3304

Fax: (441) 516-1988

www.brookfieldrenewable.com

 

 

Officers of Brookfield Renewable Energy Partners L.P.’s Service Provider, BRP Energy Group L.P.

 

Harry Goldgut

Group Chairman

 

Richard Legault

Chief Executive Officer

 

Sachin Shah

President and Chief Operating Officer

 

Nicholas Goodman

Chief Financial Officer

 

Transfer Agent & Registrar

Computershare Trust Company of Canada

100 University Avenue

9th floor

Toronto, Ontario, M5J 2Y1

Tel  Toll Free: (800) 564-6253

Fax Toll Free: (888) 453-0330

www.computershare.com

 

 

Directors of the General Partner of

Brookfield Renewable Energy Partners L.P.

Jeffrey Blidner

Eleazar de Carvalho Filho

John Van Egmond

David Mann

Lou Maroun

Patricia Zuccotti

Lars Josefsson

 

Exchange Listing

NYSE: BEP (LP Units)

TSX:    BEP.UN (LP Units)

TSX:    BRF.PR.A (Preferred shares – Series 1)

TSX:    BRF.PR.B (Preferred shares – Series 2)

TSX:    BRF.PR.C (Preferred shares – Series 3)

TSX:    BRF.PR.E (Preferred shares – Series 5)

TSX:    BRF.PR.F (Preferred shares – Series 6)

 

Investor Information

 

Visit Brookfield Renewable online at
www.brookfieldrenewable.com  for more information. The 2014 Annual Report and Form 20-F is also available online. For detailed and up-to-date news and information, please visit the News Release section.

 

Additional financial information is filed electronically with various securities regulators in United States and Canada through EDGAR at www.sec.gov  and  through SEDAR at www.sedar.com. 

 

Shareholder enquiries should be directed to the Investor Relations Department at (416) 359-1955 or
unitholderenquiries@brookfieldrenewable.com 

 

 

 

 

 

  

                                            


 

NYSE:

 

BEP

 

TSX:

 

BEP.UN

 

 

 

 

 

 

www.brookfieldrenewable.com

                                            



exh99_4.htm
 


Exhibit 99.4
 
FORM 52-109F2
 
CERTIFICATION OF INTERIM FILINGS
 
I, Richard Legault, President and Chief Executive Officer of the service provider of Brookfield Renewable Energy Partners L.P., BRP Energy Group L.P., certify the following:
 
1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Brookfield Renewable Energy Partners L.P., (the “issuer”) for the interim period ended March 31, 2015.
 
2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
 
3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
 
4.
Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
 
5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings
 
 
(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
 
 
i.
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
 
 
ii.
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
 
 
(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
 
5.1
Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.
 
 
 

 
 
 
5.2
N/A
 
 
5.3
N/A
 
 6.
 
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
 
Date: May 6, 2015
 
 
/s/ Richard Legault                                                                                                         
Name: Richard Legault
Title:   Chief Executive Officer of its Service
            Provider, BRP Energy Group L.P.
(Principal Executive Officer)
 



exh99_5.htm
 


Exhibit 99.5
 
FORM 52-109F2
 
CERTIFICATION OF INTERIM FILINGS
 
I, Nicholas Goodman, Chief Financial Officer of the service provider of Brookfield Renewable Energy Partners L.P., BRP Energy Group L.P., certify the following:
 
1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Brookfield Renewable Energy Partners L.P., (the “issuer”) for the interim period ended March 31, 2015.
 
2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
 
3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
 
4.
Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
 
5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings
 
 
(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
 
 
i.
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
 
 
ii.
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
 
 
(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
 
5.1
Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.
 
 
 

 
 
5.2
Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.
 
5.3
Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.
 
6.
 
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
 
Date: May 6, 2015
 
 
/s/ Nicholas Goodman                                              
Name:  NicholasGoodman
Title:    Chief Financial Officer of its Service
             Provider, BRP Energy Group L.P.
(Principal Executive Officer)