APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars)

(unaudited)


	June 30,		December 31,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	21.9	$	26.1
Restricted cash		0.5		7.7
Accounts receivable - trade, unbilled and other		25.6		30.0
Accounts receivable - related party		31.6		34.0
Current portion of derivative instruments asset		—		0.7
Inventory		17.7		18.6
Insurance Receivable		0.8		13.5
Prepayments and other current assets		6.5		5.5
Total current assets		104.6		136.1

Property, plant, and equipment, net		494.6		503.1
Equity method investments in unconsolidated affiliates		94.8		96.6
Power purchase agreements and intangible assets, net		131.3		144.3
Goodwill		21.4		21.4
Deferred income taxes		10.5		9.9
Other assets		1.3		2.9
Total assets	$	858.5	$	914.3

Liabilities
Current liabilities:
Accounts payable	$	3.6	$	7.8
Related party payables		36.1		29.8
Accrued interest		0.2		0.4
Other accrued liabilities		13.6		15.4
Current portion of long-term debt		86.0		76.4
Current portion of derivative instruments liability		12.2		8.8
Other current liabilities		1.2		0.8
Total current liabilities		152.9		139.4

Long-term debt, net of unamortized discount and deferred financing costs		420.1		473.5
Derivative instruments liability		14.1		15.9
Deferred income taxes		25.2		23.9
Power purchase and fuel supply agreement liabilities, net		18.4		19.8
Other long-term liabilities		52.8		54.2
Total liabilities		683.5		726.7
Commitments and contingencies

Equity
Partners' capital		1,160.5		1,159.6
Accumulated other comprehensive loss		(145.1)		(139.1)
Retained deficit		(1,009.2)		(1,015.6)
Total APLP Holdings Limited Partnership equity		6.2		4.9
Preferred shares issued by a subsidiary company		168.8		182.7
Total equity		175.0		187.6
Total liabilities and equity	$	858.5	$	914.3

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions of U.S. dollars)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Project revenue:
Energy sales	$	31.1	$	36.5	$	71.7	$	73.5
Energy capacity revenue		27.1		31.6		55.1		61.8
Other		4.1		3.2		8.2		9.0
		62.3		71.3		135.0		144.3
Project expenses:
Fuel		14.1		15.8		33.8		35.7
Operations and maintenance		21.7		18.7		41.6		35.0
Depreciation and amortization		15.2		16.1		30.8		32.3
		51.0		50.6		106.2		103.0
Project other income (expense):
Change in fair value of derivative instruments		3.1		(7.0)		(2.5)		(9.4)
Equity in earnings of unconsolidated affiliates		6.1		9.3		19.8		22.3
Interest expense, net		(0.3)		(0.2)		(0.6)		(0.6)
Other (expense) income, net		—		(1.3)		—		(1.2)
		8.9		0.8		16.7		11.1
Project income		20.2		21.5		45.5		52.4

Administrative and other expenses:
Administration		1.1		1.0		2.3		2.4
Interest expense, net		8.6		9.4		17.7		18.5
Foreign exchange loss (gain)		5.9		3.1		(7.2)		6.3
Other expense		3.4		4.6		7.1		8.1
		19.0		18.1		19.9		35.3
Income before income taxes		1.2		3.4		25.6		17.1
Income tax expense		0.9		1.2		2.5		1.9
Net income		0.3		2.2		23.1		15.2
Net income (loss) attributable to preferred shares of a subsidiary company		1.7		1.7		(4.1)		(4.8)
Net (loss) income attributable to APLP Holdings Limited Partnership	$	(1.4)	$	0.5	$	27.2	$	20.0

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

(unaudited)


	Six months ended
	June 30,
	2020		2019
Cash flows from operating activities:
Net income	$	23.1	$	15.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		30.8		32.3
Asset retirement obligations		—		1.4
Gain on sale of assets		(0.8)		—
Stock-based compensation expense		0.8		0.8
Distributions from unconsolidated affiliates		21.6		25.4
Equity in earnings from unconsolidated affiliates		(19.8)		(22.3)
Unrealized foreign exchange (gain) loss		(7.6)		6.4
Change in fair value of derivative instruments		2.5		9.4
Change in deferred income taxes		0.4		(0.6)
Amortization of debt discount and deferred financing costs		2.7		2.8
Non-cash lease expense		0.3		0.1
Change in other operating balances
Accounts receivable		6.9		3.3
Inventory		0.7		0.1
Prepayments and other assets		0.1		(0.2)
Accounts payable		1.4		6.6
Accruals and other liabilities		(1.8)		0.4
Cash flows provided by operating activities		61.3		81.1

Cash flows (used in) provided by investing activities:
Proceeds from asset sales		0.9		1.5
Insurance proceeds		12.7		—
Purchase of property, plant and equipment		(16.4)		(0.3)
Cash flows (used in) provided by investing activities		(2.8)		1.2

Cash flows used in financing activities:
Contributions from Parent		0.3		—
Dividends paid to Parent		(20.8)		(32.1)
Deferred financing costs		(1.6)		—
Dividends paid on preferred shares of a subsidiary company		(3.4)		(3.7)
Repurchase of preferred shares of a subsidiary company		(6.4)		(7.9)
Cash payments for vested LTIP units withheld for taxes		(0.7)		(1.9)
Repayment of corporate and project-level debt		(37.3)		(34.0)
Cash flows used in financing activities		(69.9)		(79.6)

Net (decrease) increase in cash, restricted cash and cash equivalents		(11.4)		2.7
Cash, restricted cash and cash equivalents at beginning of period		33.8		24.5
Cash, restricted cash and cash equivalents at end of period	$	22.4	$	27.2
Supplemental cash flow information
Interest paid	$	15.6	$	16.1
Income taxes paid, net	$	2.3	$	2.2
Accruals for construction in progress	$	0.6	$	—