EX-99.4 4 ex99_4.htm EXHIBIT 99.4

Exhibit 99.4

SCHEDULE C

FOREWORD

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited pro forma consolidated financial statements give effect to the acquisition by Algonquin Power and Utilities Corp. (“APUC” or the “Company”) of a 25% equity interest in Atlantica Yield plc ("Atlantica") on March 9, 2018 and a further 16.5% equity interest in Atlantica (the “Acquisitions”) on November 27, 2018 with both tranches accounted under the fair value method. The unaudited pro forma consolidated balance sheet gives effect to the additional 16.5% equity interest in Atlantica as if it had closed on September 30, 2018. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2017 and for the nine months ended September 30, 2018 give effect to the Acquisitions as if they had closed on January 1, 2017.

Atlantica is a total return company based in the United Kingdom that owns, manages and acquires renewable energy, efficient natural gas power, electric transmission lines and water assets.

The unaudited pro forma consolidated financial statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and certain assumptions that Management believes are reasonable in the circumstances, as described in the notes to the unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated financial statements are not intended to present or be indicative of the actual financial position and results of operations that would have occurred if the transactions described above had been effected on the date indicated or the results which may be obtained in the future. The aggregate 41.5% equity interest in Atlantica will reflect the fair value at each balance sheet date in the future, which amounts may differ materially from the valuations reflected herein.


Algonquin Power & Utilities Corp
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 2018
(in millions of U.S. dollars)
                   
 
 
APUC
   
Pro Forma
Adjustments
     
Pro forma
Consolidated
 
Assets
                   
Currents assets:
                   
Cash and cash equivalents
 
$
88
   
$
(3
)
3(c
)
$
85
 
Accounts receivable, net
   
206
               
206
 
Fuel and natural gas in storage
   
44
               
44
 
Supplies and consumables inventory
   
53
               
53
 
Regulatory assets
   
60
               
60
 
Prepaid expenses
   
28
               
28
 
Derivative instruments
   
9
               
9
 
Other current assets
   
5
               
5
 
Total current assets
   
493
     
(3
)
     
490
 
                           
Property, plant and equipment, net
   
6,353
               
6,353
 
Intangible assets, net
   
51
               
51
 
Goodwill
   
954
               
954
 
Regulatory assets
   
378
               
378
 
Derivative instruments
   
57
               
57
 
Long-term investments carried at fair value
   
515
     
345
 
3(a
)
 
855
 
             
(5
)
3(b
)
     
Long-term investments
   
163
               
163
 
Deferred income taxes
   
72
               
72
 
Restricted cash
   
19
               
19
 
Other assets
   
18
               
18
 
Total assets
 
$
9,073
   
$
337
     
$
9,410
 
                           
LIABILITIES AND STOCKHOLDERS' EQUITY
                         
                           
Current liabilities:
                         
Accounts payable
 
$
47
             
$
47
 
Accrued liabilities
   
203
               
203
 
Dividends payable
   
63
               
63
 
Regulatory liabilities
   
49
               
49
 
Long-term debt
   
7
               
7
 
Other long-term liabilities and deferred credits
   
40
               
40
 
Derivative instruments
   
10
               
10
 
Other liabilities
   
4
               
4
 
Total current liabilities
   
423
     
0
       
423
 
                           
Long-term debt
   
3,554
     
345
 
3(f
)
 
3,899
 
Regulatory liabilities
   
567
               
567
 
Deferred income taxes
   
433
               
433
 
Derivative instruments
   
61
               
61
 
Pension and other post-employment benefits obligation
   
170
               
170
 
Other long-term liabilities
   
223
               
223
 
Preferred shares, Series C
   
13
               
13
 
 
   
5,021
     
345
       
5,366
 
                           
Redeemable non-controlling interest
   
34
               
34
 
                           
Shareholders' equity:
                         
Preferred shares
   
184
               
184
 
Common shares
   
3,412
               
3,412
 
Additional paid-in capital
   
44
               
44
 
Deficit
   
(572
)
   
(5
)
3(b
)
 
(580
)
             
(3
)
3(c
)
     
Accumulated other comprehensive loss
   
6
               
6
 
Total equity attributable to shareholders of APUC
   
3,074
     
(8
)
     
3,066
 
 
                         
Non-controlling interest
   
521
               
521
 
Total equity
   
3,595
     
(8
)
     
3,587
 
                           
Total liabilities and shareholders equity
 
$
9,073
   
$
337
     
$
9,410
 

See accompanying notes to unaudited pro forma consolidated financial statements


Algonquin Power & Utilities Corp
Unaudited Pro Forma Consolidated Statement of Operations
Year ended December 31, 2017
(in millions of U.S. dollars)
                   
 
 
APUC
   
Pro Forma
Adjustments
     
Pro Forma
Consolidated
 
Revenue
                   
Regulated electricity distribution
 
$
763
           
$
763
 
Regulated gas distribution
   
379
             
379
 
Regulated water reclamation and distribution
   
140
             
140
 
Non-regulated energy sales
   
218
             
218
 
Other revenue
   
24
             
24
 
 
   
1,524
     
.
       
1,524
 
                           
Expenses
                         
Operating expenses
   
461
               
461
 
Regulated electricity purchased
   
222
               
222
 
Regulated gas purchased
   
142
               
142
 
Regulated water purchased
   
10
               
10
 
Non-regulated energy purchased
   
20
               
20
 
Administrative expenses
   
50
               
50
 
Depreciation and amortization
   
251
               
251
 
 
   
1,156
     
0
       
1,156
 
Operating income
   
368
     
0
       
368
 
                           
Interest expense on long-term debt and others
   
142
     
39
 
3(f
)
 
181
 
Interest expense on convertible debentures
   
13
               
13
 
Change in value of investments carried at fair value
   
0
     
72
 
3(d
)
 
72
 
Interest, dividend, equity and other income
   
(9
)
   
(44
)
3(e
)
 
(53
)
Other losses
   
1
               
1
 
Acquisition-related costs
   
48
               
48
 
Gain on derivative financial instruments
   
(2
)
             
(2
)
 
   
193
     
67
       
260
 
Earnings before income taxes
   
175
     
(67
)
     
108
 
Income tax expense (recovery)
                         
Current
   
7
               
7
 
Deferred
   
66
     
(10
)
3(g
)
 
56
 
 
   
73
     
(10
)
     
63
 
Net earnings
   
102
     
(57
)
     
45
 
Net effect of non-controlling interests
   
48
     
0
       
48
 
Net earnings attributable to shareholders of APUC
 
$
150
   
(57
)
   
$
93
 
                           
Weighted average number of common shares (in millions)
                         
Basic
   
382
               
382
 
Diluted
   
386
               
386
 
                           
Basic net earnings per share
   
0.37
               
0.22
 
Diluted net earnings per share
   
0.37
               
0.22
 

See accompanying notes to unaudited pro forma consolidated financial statements


Algonquin Power & Utilities Corp
Unaudited Pro Forma Consolidated Statement of Operations
Nine months ended September 30, 2018
(in millions of U.S. dollars)
                   
 
 
APUC
   
Pro Forma
Adjustments
     
Pro Forma
Consolidated
 
Revenue
                   
Regulated electricity distribution
 
$
638
           
$
638
 
Regulated gas distribution
   
304
             
304
 
Regulated water reclamation and distribution
   
98
             
98
 
Non-regulated energy sales
   
173
             
173
 
Other revenue
   
14
             
14
 
 
   
1,227
     
.
       
1,227
 
Expenses
                         
Operating expenses
   
360
               
360
 
Regulated electricity purchased
   
202
               
202
 
Regulated gas purchased
   
124
               
124
 
Regulated water purchased
   
7
               
7
 
Non-regulated energy purchased
   
21
               
21
 
Administrative expenses
   
37
                37  
Depreciation and amortization
   
197
               
197
 
Gain on foreign exchange
   
(1
)
             
(1
)
 
   
947
     
0
        947  
Operating income
   
280
     
0
        280  
 
                         
Interest expense on long-term debt and others
   
112
     
30
 
3(f
)
 
129
 
 
           
(13
)
3(f
)
     
Change in value of investments carried at fair value
   
92
     
26
 
3(d
)
 
26
 
 
           
(92
)
3(d
)
     
Interest, dividend, equity and other income
   
(33
)
   
(40
)
3(e
)
 
(49
)
 
           
24
 
3(e
)
     
Pension and post-employment non-service costs
   
2
                2  
Other gains
   
0
               
0
 
Acquisition-related costs
   
10
               
10
 
Loss on derivative financial instruments     1
                1  
 
   
184
     
(65
)
     
119
 
Earnings before income taxes
    96      
65
        161  
Income tax expense (recovery)
                         
Current
    8                 8  
Deferred
   
42
     
(8
)
3(g
)
 
37
 
 
           
3
 
3(g
)
     
 
    50      
(5
)
      45  
Net earnings (loss)
    46      
70
        116  
Net effect of non-controlling interests
   
95
     
0
       
95
 
Net earnings attributable to shareholders of APUC
 
$
141    
$
70
        211  
 
                         
Weighted average number of common shares (in millions)
                   
Basic
   
457
               
457
 
Diluted
   
461
               
461
 
 
                         
Basic net earnings per share
    0.30                 0.45  
Diluted net earnings per share
   
0.29
               
0.44
 
                           
See accompanying notes to unaudited pro forma consolidated financial statements



1.
DESCRIPTION OF TRANSACTION

Effective March 9, 2018, Algonquin purchased a 25% equity interest in Atlantica (NASDAQ: AY) for a total purchase price of approximately $608 million, based on a price of $24.25 per ordinary share of Atlantica, plus a contingent payment of up to $0.60 per share, payable two years after closing, subject to certain conditions. The 25% equity interest represents approximately 25 million ordinary shares. Effective November 27, 2018, APUC, through its indirect subsidiary AAGES (AY Holdings) B.V. (“AY Holdings”), purchased an additional 16.5% equity interest in Atlantica for a total purchase price of approximately $345 million, based on a price of $20.90 per ordinary share, comprised of a payment of approximately $305 million paid on closing, with up to $40 million payable at a later date contingent on satisfaction of certain conditions. The payment of $305 million was financed through a draw on the Company’s existing credit facility.

On November 28, 2018, Abengoa-Algonquin Global Energy Solutions (“AAGES”), an international infrastructure construction company, jointly owned by APUC and Abengoa S.A., obtained a secured credit facility in the amount of $306.5 million and subscribed to a preference share ownership interest in AY Holdings B.V., which subscription proceeds of $305 million were distributed by AY Holdings to its parent and to the Company. The Company used the funds to repay the $305 million drawn under the credit facility.  The AAGES secured credit facility is collateralized through a pledge of the Atlantica shares held by AY Holdings. These separate transactions have not been reflected in the unaudited pro forma consolidated financial statements.

Atlantica is a total return company based in the United Kingdom that owns, manages and acquires renewable energy, efficient natural gas power, electric transmission lines and water assets, focused on North America (the United States and Mexico), South America (Peru, Chile and Uruguay) and EMEA (Spain, Algeria and South Africa).

2.
BASIS OF PREPARATION

The accompanying unaudited pro forma consolidated financial statements give effect to the 41.5% equity investment by Algonquin in Atlantica. The Company has elected the fair value option in ASC 825 – Financial Instruments to account for its investment in Atlantica, with changes in fair value reflected in the consolidated statement of operations. The Company has determined that the market price of Atlantica shares multiplied by the number of shares owned by the Company is the most relevant representation of fair value for the periods presented in the pro forma consolidated financial statements.

The accompanying unaudited pro forma consolidated financial statements have been prepared by management of Algonquin using the audited consolidated financial statements of Algonquin as of and for the year ended December 31, 2017, as reissued to reflect the change in reporting currency to the U.S. dollar and the unaudited interim consolidated financial statements of Algonquin as of and for the nine months ended September 30, 2018.  The accompanying unaudited pro forma consolidated financial statements utilize accounting policies that are consistent with those disclosed in the Company’s audited consolidated financial statements as of December 31, 2017 and were prepared in accordance with accounting principles generally accepted in the United States. The accompanying unaudited pro forma consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company for the year ended December 31, 2017 and the unaudited interim consolidated financial statements and related disclosures for the nine months ended September 30, 2018. The reporting currency used to prepare these unaudited pro forma consolidated financial statements and notes is the U.S. dollar.


The unaudited pro forma consolidated balance sheet gives effect to the additional 16.5% equity interest in Atlantica as if it had closed on September 30, 2018. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2017 and for the nine months ended September 30, 2018 give effect to the Acquisitions as if they had closed on January 1, 2017.

The preparation of these unaudited pro forma consolidated financial statements requires management to make estimates and assumptions deemed appropriate. The unaudited pro forma consolidated financial statements are not intended to present or be indicative of the actual financial position and results of operations that would have occurred if the transactions described above had been effected on the date indicated or the results which may be obtained in the future. The aggregate 41.5% equity interest in Atlantica will reflect the fair value at each balance sheet date in the future, which amounts may differ materially from the valuations reflected herein.

3.
PRO FORMA ASSUMPTIONS AND ADJUSTMENTS


a)
The purchase price for the first 25% equity investment in Atlantica effective March 9, 2018 was approximately $608 million. This transaction has already been reflected on the unaudited interim consolidated balance sheet as of September 30, 2018; therefore no pro forma adjustment is required.

The purchase price for the additional 16.5% equity investment in Atlantica is approximately $345 million, with $305 million paid on closing using the Company’s existing credit agreement facility and up to $40 million payable at a later date contingent on satisfaction of certain conditions. For purposes of the unaudited pro forma consolidated financial statements, it has been assumed that the full amount was funded from the Company’s existing credit facility, resulting in an aggregate increase in long-term investments of $345 million and an aggregate increase in long-term debt of $345 million in the unaudited pro forma consolidated balance sheet.


b)
The investment in Atlantica is accounted for at fair value with changes in fair value reflected in the consolidated statement of operations. On September 30, 2018, the share price of Atlantica was $20.58, resulting in an investment fair value for the additional 16.5% equity investment of $340 million. The difference between the fair value as of September  30, 2018 and the purchase price of $345 million discussed in note 3(a) results in a loss of  $5 million which is reflected in deficit on the unaudited pro forma consolidated balance sheet.

The fair value changes for the first 25% equity investment are already reflected in the unaudited interim consolidated balance sheet as at September 30, 2018.


c)
Acquisitions costs for the additional 16.5% equity investment were approximately $3 million. Acquisitions costs are composed of estimated investment banking and management fees associated with the completion of the additional equity investment. These costs have been included as a pro forma adjustment to deficit on the unaudited pro forma consolidated balance sheet. The acquisition costs for the first 25% equity investment are already incorporated into the unaudited interim consolidated balance sheets as at September 30, 2018, and therefore no pro forma adjustment was made.



d)
The investment in Atlantica is accounted for at fair value with changes in fair value reflected in the consolidated statement of operations. The accompanying unaudited pro forma consolidated statement of operations has been prepared on the basis that the transactions described above had occurred as of January 1, 2017. On January 1, 2017, the share price of Atlantica was $19.35, resulting in a total investment fair value of $804 million. The difference between the fair value as of January 1, 2017 and the total purchase price of $953 million ($608 million and $345 million) discussed in note 3(a) resulted in a loss of $149 million. On December 31, 2017, the share price of Atlantica was $21.21, resulting in an investment fair value of $881 million. The difference between the fair value as of December 31, 2017 and the fair value on January 1, 2017 resulted in a gain of $77 million. The net loss of $72 million is reflected on the unaudited pro forma consolidated statement of operations for the year ended December 31, 2017.

On September 30, 2018, the share price of Atlantica was $20.58, resulting in an investment fair value of $855 million. The difference between the fair value as of September 30, 2018 and the fair value on December 31, 2017 resulted in a loss of $26 million. This is reflected on the unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2018. APUC’s unaudited interim consolidated statements of operations for the nine months ended September 30, 2018 already reflect a $92 million fair value loss for the first 25% equity investment from March 9, 2018 to September 30, 2018. This amount was adjusted out of the unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2018, to reflect results as if the transactions had occurred on January 1, 2017.


e)
Dividends were declared by Atlantica during 2017 as follows:


· February 27, 2017 $0.25 per share

· May 12, 2017 $0.25 per share

· July 28, 2017 $0.26 per share

· November 10, 2017
$0.29 per share

This would have resulted in dividend income of $44 million on the unaudited pro forma consolidated statement of operations for the year ended December 31, 2017.

Dividends were declared by Atlantica during 2018 as follows:


· February 27, 2018 $0.31 per share

· May 11, 2018 $0.32 per share

· July 31, 2018
$0.34 per share

This would have resulted in total dividend income of $40 million on the unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2018. Dividend income of $24 million recognized by APUC for the first 25% equity investment in Atlantica was adjusted out of the unaudited interim consolidated statement of operations for the nine months ended September 30, 2018.


 
f)
The Company obtained funds for the acquisition of the first 25% equity interest in Atlantica from a term credit facility established on December 21, 2017 in the principal amount of $600 million for a term of one year. The remaining funds of $8 million were obtained from cash on hand available through the Company’s existing credit facilities. This resulted in an increase to long-term debt of $608 million. This is already reflected in the unaudited pro forma consolidated balance sheet as at September 30, 2018. No pro forma adjustment was made.

The funds for the $305 million paid on closing of the Additional Atlantica Investment were drawn on the Company’s credit facility. For purposes of the unaudited pro forma consolidated financial statements, it was assumed that the $40 million contingent payment was also funded by the Company’s credit facility, resulting in an aggregate increase to long-term debt of $345 million in the unaudited pro forma consolidated balance sheet.

The interest rate on the Company’s credit facility was 5.70% per annum. The interest expense for the year-ended December 31, 2017 is $39 million, and was adjusted for in the unaudited pro forma consolidated statement of operations for the year ended December 31, 2017. The interest expense for the nine months ended September 30, 2018 is $30 million, and was adjusted for in the unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2018. Since the $608 million obligation was actually assumed during 2018, the actual interest expense incurred by APUC of $13 million was adjusted out of the unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2018.


g)
The Canadian enacted tax rate is 26.5%. Only 50% of capital gains and losses are subject to tax such that the effective tax rate on capital gains and losses is 13.25%. Tax effects of the transactions described above were calculated using this enacted tax rate.