APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars)

(unaudited)


	September 30,		December 31,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	14.4	$	26.1
Restricted cash		2.6		7.7
Accounts receivable - trade, unbilled and other		28.5		30.0
Accounts receivable - related party		31.8		34.0
Current portion of derivative instruments asset		—		0.7
Inventory		19.4		18.6
Insurance receivable		—		13.5
Prepayments and other current assets		6.8		5.5
Total current assets		103.5		136.1

Property, plant, and equipment, net		495.8		503.1
Equity method investments in unconsolidated affiliates		91.4		96.6
Power purchase agreements and intangible assets, net		125.8		144.3
Goodwill		21.4		21.4
Deferred income taxes		11.2		9.9
Other assets		1.1		2.9
Total assets	$	850.2	$	914.3

Liabilities
Current liabilities:
Accounts payable	$	3.4	$	7.8
Related party payables		36.3		29.8
Accrued interest		2.6		0.4
Other accrued liabilities		14.4		15.4
Current portion of long-term debt		91.0		76.4
Current portion of derivative instruments liability		9.1		8.8
Other current liabilities		1.1		0.8
Total current liabilities		157.9		139.4

Long-term debt, net of unamortized discount and deferred financing costs		399.7		473.5
Derivative instruments liability		9.1		15.9
Deferred income taxes		26.1		23.9
Power purchase and fuel supply agreement liabilities, net		18.1		19.8
Other long-term liabilities		52.2		54.2
Total liabilities		663.1		726.7
Commitments and contingencies

Equity
Partners' capital		1,152.2		1,159.6
Accumulated other comprehensive loss		(142.9)		(139.1)
Retained deficit		(991.0)		(1,015.6)
Total APLP Holdings Limited Partnership equity		18.3		4.9
Preferred shares issued by a subsidiary company		168.8		182.7
Total equity		187.1		187.6
Total liabilities and equity	$	850.2	$	914.3

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions of U.S. dollars)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Project revenue:
Energy sales	$	30.3	$	29.2	$	102.1	$	102.7
Energy capacity revenue		29.7		37.9		84.8		99.8
Other		5.2		3.9		13.4		12.9
		65.2		71.0		200.3		215.4
Project expenses:
Fuel		17.5		19.4		51.2		55.2
Operations and maintenance		20.7		19.0		62.4		54.0
Depreciation and amortization		14.5		16.2		45.3		48.5
		52.7		54.6		158.9		157.7
Project other income (expense):
Change in fair value of derivative instruments		8.1		1.1		5.6		(8.3)
Equity in earnings of unconsolidated affiliates		12.1		12.1		31.8		34.4
Interest expense, net		(0.4)		(0.3)		(1.0)		(0.9)
Other income (expense), net		6.2		(0.9)		6.2		(2.2)
		26.0		12.0		42.6		23.0
Project income		38.5		28.4		84.0		80.7

Administrative and other expenses:
Administration		1.0		1.3		3.2		3.7
Interest expense, net		9.1		9.3		26.9		27.8
Foreign exchange loss (gain)		3.2		(1.8)		(4.0)		4.5
Other expense		2.8		3.5		9.9		11.6
		16.1		12.3		36.0		47.6
Income before income taxes		22.4		16.1		48.0		33.1
Income tax expense		2.5		0.3		5.0		2.1
Net income		19.9		15.8		43.0		31.0
Net income (loss) attributable to preferred shares of a subsidiary company		1.7		1.7		(2.4)		(3.1)
Net income attributable to APLP Holdings Limited Partnership	$	18.2	$	14.1	$	45.4	$	34.1

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

(unaudited)


	Nine months ended
	September 30,
	2020		2019
Cash flows from operating activities:
Net income	$	43.0	$	31.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		45.3		48.5
Asset retirement obligations		—		1.4
Gain on sale of assets		(0.8)		—
Insurance loss		—		1.0
Stock-based compensation expense		1.0		1.2
Distributions from unconsolidated affiliates		37.3		41.4
Equity in earnings from unconsolidated affiliates		(31.8)		(34.4)
Unrealized foreign exchange (gain) loss		(4.4)		4.6
Change in fair value of derivative instruments		(5.6)		8.3
Change in deferred income taxes		0.7		(1.7)
Amortization of debt discount and deferred financing costs		3.7		4.1
Non-cash lease expense		0.5		0.2
Change in other operating balances
Accounts receivable		3.8		4.2
Inventory		(1.0)		0.3
Prepayments and other assets		(0.6)		(1.3)
Accounts payable		(7.2)		6.2
Accruals and other liabilities		0.2		5.1
Cash flows provided by operating activities		84.1		120.1

Cash flows (used in) provided by investing activities:
Proceeds from asset sales		0.9		1.6
Insurance proceeds		12.7		—
Purchase of property, plant and equipment		(22.9)		(0.8)
Cash flows (used in) provided by investing activities		(9.3)		0.8

Cash flows used in financing activities:
Dividends paid to Parent		(20.8)		(49.0)
Deferred financing costs		(1.6)		—
Dividends paid on preferred shares of a subsidiary company		(5.0)		(5.5)
Repurchase of preferred shares of a subsidiary company		(6.4)		(8.0)
Cash payments for vested LTIP units withheld for taxes		(0.7)		(2.0)
Repayment of corporate and project-level debt		(57.1)		(52.3)
Cash flows used in financing activities		(91.6)		(116.8)

Net (decrease) increase in cash, restricted cash and cash equivalents		(16.8)		4.1
Cash, restricted cash and cash equivalents at beginning of period		33.8		24.5
Cash, restricted cash and cash equivalents at end of period	$	17.0	$	28.6
Supplemental cash flow information
Interest paid	$	21.4	$	21.8
Income taxes paid, net	$	3.4	$	3.5
Accruals for construction in progress	$	1.7	$	0.2