Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) today reported full year
2022 financial results, including Net Income of $1,060 million,
Adjusted EBITDA of $1,160 million, Cash from Operating Activities
of $787 million, and Cash Available for Distribution (CAFD) of $326
million.
"While 2022 financial results were impacted by
weaker wind performance in the fourth quarter and the previously
disclosed forced outages in the Conventional segment, the long-term
outlook for Clearway remains positive. The closing of the Thermal
sale in 2022 has provided unprecedented financial flexibility to
execute upon our long-term growth objectives given the $750 million
of excess proceeds. In 2022, the Company committed to approximately
$348 million of new long-term corporate capital investments that
will be funded with the Thermal sale proceeds and we expect to
commit to additional accretive drop-downs from our sponsor in 2023
utilizing the remaining Thermal proceeds,” said Christopher Sotos,
Clearway Energy, Inc.’s President and Chief Executive Officer.
“Given the continued line of sight to the future deployment of all
of the excess proceeds from the Thermal sale, Clearway remains on
track to deliver at the upper range of its dividend growth target
through 2026.”
Adjusted EBITDA and Cash Available for
Distribution used in this press release are non-GAAP measures and
are explained in greater detail under “Non-GAAP Financial
Information” below.
Overview of Financial and Operating
Results
Segment Results
Table 1: Net Income/(Loss)
($ millions) |
|
Three Months Ended |
|
Twelve Months Ended |
Segment |
|
12/31/22 |
|
12/31/21 |
|
12/31/22 |
|
12/31/21 |
Conventional |
|
|
40 |
|
|
|
47 |
|
|
|
161 |
|
|
|
172 |
|
Renewables |
|
|
(84 |
) |
|
|
(42 |
) |
|
|
(58 |
) |
|
|
(65 |
) |
Thermal |
|
|
— |
|
|
|
8 |
|
|
|
17 |
|
|
|
22 |
|
Corporate |
|
|
(10 |
) |
|
|
(69 |
) |
|
|
940 |
|
|
|
(204 |
) |
Net Income/(Loss) |
|
$ |
(54 |
) |
|
$ |
(56 |
) |
|
$ |
1,060 |
|
|
$ |
(75 |
) |
Table 2: Adjusted EBITDA
($ millions) |
|
Three Months Ended |
|
Twelve Months Ended |
Segment |
|
12/31/22 |
|
12/31/21 |
|
12/31/22 |
|
12/31/21 |
Conventional |
|
|
89 |
|
|
|
101 |
|
|
|
366 |
|
|
|
393 |
|
Renewables |
|
|
127 |
|
|
|
142 |
|
|
|
802 |
|
|
|
723 |
|
Thermal |
|
|
— |
|
|
|
13 |
|
|
|
23 |
|
|
|
66 |
|
Corporate |
|
|
(4 |
) |
|
|
(6 |
) |
|
|
(31 |
) |
|
|
(32 |
) |
Adjusted EBITDA |
|
$ |
212 |
|
|
$ |
250 |
|
|
$ |
1,160 |
|
|
$ |
1,150 |
|
Table 3: Cash from Operating Activities and Cash
Available for Distribution (CAFD)
|
|
Three Months Ended |
|
Twelve Months Ended |
($
millions) |
|
12/31/22 |
|
12/31/21 |
|
12/31/22 |
|
12/31/21 |
Cash from Operating Activities |
|
$ |
180 |
|
|
$ |
172 |
|
|
$ |
787 |
|
|
$ |
701 |
|
Cash Available for Distribution (CAFD) |
|
$ |
(2 |
) |
|
$ |
35 |
|
|
$ |
326 |
|
|
$ |
336 |
|
For the fourth quarter of 2022, the Company
reported Net Loss of $54 million, Adjusted EBITDA of $212 million,
Cash from Operating Activities of $180 million, and CAFD of $(2)
million. Net Loss decreased versus 2021 primarily due to non-cash
changes in income tax expenses. Cash from Operating Activities
increased versus 2021 primarily due to the contribution of growth
investments. Adjusted EBITDA and CAFD results in the fourth quarter
of 2022 were lower than 2021 due to the disposition of the Thermal
Business, lower availability at the Conventional segment, and lower
renewable resources, partially offset by the contribution from
growth investments.
For the full year 2022, the Company reported Net
Income of $1,060 million, Adjusted EBITDA of $1,160 million, Cash
from Operating Activities of $787 million, and CAFD of $326
million. Net Income increased versus 2021 primarily due to the
one-time gain from the sale of the Thermal Business. Adjusted
EBITDA results were higher than 2021 primarily due to the
contribution of growth investments and the impact on results in
2021 from the severe winter weather event in Texas in February of
2021. This was partially offset by the disposition of the Thermal
Business and forced outages at the Conventional segment. CAFD
results were lower than 2021 due to the disposition of the Thermal
Business and forced outages at the Conventional segment.
Operational Performance
Table 4: Selected Operating
Results1
(MWh in thousands) |
|
Three Months Ended |
|
Twelve Months Ended |
|
|
12/31/22 |
|
12/31/21 |
|
12/31/22 |
|
12/31/21 |
Conventional Equivalent Availability Factor |
|
91.2 |
% |
|
98.5 |
% |
|
92.2 |
% |
|
94.7 |
% |
Solar MWh generated/sold |
|
920 |
|
|
721 |
|
|
4,991 |
|
|
3,585 |
|
Wind MWh generated/sold |
|
2,312 |
|
|
1,952 |
|
|
9,343 |
|
|
7,728 |
|
Renewables MWh generated/sold2 |
|
3,232 |
|
|
2,673 |
|
|
14.334 |
|
|
11,313 |
|
In the fourth quarter of 2022, availability at the Conventional
segment was lower than the fourth quarter of 2021 primarily due to
lower availability at the El Segundo Energy Center and Walnut Creek
facilities. Generation in the Renewables segment during the fourth
quarter of 2022 was 21% higher than the fourth quarter of 2021
primarily due to the contribution of growth investments.
________________________1 Excludes equity method investments 2
Generation sold excludes MWh that are reimbursable for economic
curtailment
Liquidity and Capital
Resources
Table 5: Liquidity
($
millions) |
|
12/31/2022 |
|
12/31/2021 |
Cash and Cash Equivalents: |
|
|
|
|
Clearway Energy, Inc. and Clearway Energy LLC, excluding
subsidiaries |
|
$ |
536 |
|
|
$ |
33 |
|
Subsidiaries |
|
|
121 |
|
|
|
146 |
|
Restricted
Cash: |
|
|
|
|
Operating accounts |
|
|
109 |
|
|
|
246 |
|
Reserves, including debt service, distributions, performance
obligations and other reserves |
|
|
230 |
|
|
|
229 |
|
Total
Cash |
|
$ |
996 |
|
|
$ |
654 |
|
Revolving credit facility
availability |
|
|
370 |
|
|
|
167 |
|
Total
Liquidity |
|
$ |
1,366 |
|
|
$ |
821 |
|
Total liquidity as of December 31, 2022 was
$1,366 million, which was $545 million higher than the same
period ended December 31, 2021, primarily due to the proceeds
received from the sale of the Thermal Business. This was partially
offset by the execution of growth investments, the repayment of
$305 million in outstanding borrowings under the Company's
revolving credit facility, the repayment of $335 million under the
Bridge Loan Agreement, and the repayment of approximately $130
million of outstanding project-level debt for the El Segundo Energy
Center.
As of December 31, 2022, the Company's
liquidity included $339 million of restricted cash. Restricted
cash consists primarily of funds to satisfy the requirements of
certain debt arrangements and funds held within the Company's
projects that are restricted in their use. As of December 31,
2022, these restricted funds were comprised of $109 million
designated to fund operating expenses, approximately $55 million
designated for current debt service payments, and $105 million of
reserves for debt service, performance obligations and other items
including capital expenditures. The remaining $70 million is
held in distribution reserve accounts.
Potential future sources of liquidity include
excess operating cash flow, availability under the revolving credit
facility, which the Company expects to refinance prior to its
maturity in April 2023, asset dispositions, and, subject to market
conditions, new corporate debt and equity financings.
Growth Investments
Daggett 3 Solar Project
On February 17, 2023, the Company, through
a partnership with a third-party investor, acquired the indirect
owner of the Daggett 3 solar project, from a subsidiary of Clearway
Group for cash consideration of $21 million. Daggett 3 has
PPAs with investment-grade counterparties that have a 15-year
weighted average contract duration that commence when the project
reaches commercial operations, which is expected to occur in the
first half of 2023.
Victory Pass and Arica Solar Plus Energy
Storage Projects
On December 23, 2022, the Company, through
an indirect subsidiary, entered into an agreement with Clearway
Group to acquire interests in a partnership that holds the
interests in the Victory Pass and Arica solar plus energy storage
projects, which are both located in Riverside, California, upon the
projects reaching certain milestones for a total purchase price of
approximately $228 million in cash, subject to customary working
capital adjustments. Victory Pass is a 200 MW solar facility and
Arica is a 263 MW solar facility, each with an energy storage
system. Upon achieving commercial operations the projects will sell
the majority of their power, RECs and capacity under agreements
with creditworthy counterparties with a weighted average contract
duration of approximately 14 years. Upon the closing of the
transaction, which is expected in the second half of 2023, the
Company will own 40% of the partnership holding interests in
Victory Pass and Arica. The Company expects the projects to
contribute asset CAFD on a five-year average annual basis of
approximately $20 million beginning January 1, 2024.
Financing Update
El Segundo Project-Level Debt
Repayment
On December 15, 2022, the Company repaid the
outstanding project-level debt for the El Segundo Energy Center in
the amount of approximately $130 million, utilizing cash on hand.
The project-level debt had an original maturity of August 2023. On
December 29, 2022, as a result of the project-level debt repayment,
$35 million of previously restricted cash was distributed to the
Company.
Quarterly Dividend
On February 15, 2023, Clearway Energy,
Inc.’s Board of Directors declared a quarterly dividend on Class A
and Class C common stock of $0.3745 per share payable on
March 15, 2023, to stockholders of record as of March 1,
2023.
The Company anticipates that, largely due to the
Thermal Disposition in 2022, it will be in a cumulative earnings
and profits surplus position as of the end of 2022. As a result,
all of the dividends that were paid to holders of the Company’s
Class A and Class C Common stock in 2022 will be treated as taxable
for U.S. federal income tax purposes. Additionally, the Company
anticipates that a portion of the dividends expected to be paid in
2023 and beyond may be also treated as taxable for U.S. federal
income tax purposes. The portion of dividends in future years that
will be treated as taxable will depend upon a number of factors,
including but not limited to, the Company’s overall performance and
the gross amount of any dividends made to stockholders in 2023 and
beyond.
Seasonality
Clearway Energy, Inc.’s quarterly operating
results are impacted by seasonal factors, as well as weather
variability which can impact renewable energy resource. Most of the
Company's revenues are generated from the months of May through
September, as contracted pricing and renewable resources are at
their highest levels in the Company’s portfolio. Factors driving
the fluctuation in Net Income, Adjusted EBITDA, Cash from Operating
Activities, and CAFD include the following:
- Higher summer capacity and energy
prices from conventional assets;
- Higher solar insolation during the
summer months;
- Higher wind resources during the
spring and summer months;
- Debt service payments which are
made either quarterly or semi-annually;
- Timing of maintenance capital
expenditures and the impact of both unforced and forced outages;
and
- Timing of distributions from
unconsolidated affiliates
The Company takes into consideration the timing
of these factors to ensure sufficient funds are available for
distributions and operating activities on a quarterly basis.
Financial Guidance and Pro Forma CAFD
Outlook
The Company is reaffirming its 2023 full year
CAFD guidance of $410 million. The Company's 2023 financial
guidance factors in the contribution of committed growth
investments based on current expected closing timelines and
estimates for merchant energy gross margin at the conventional
fleet upon the expiry of their current toll contracts. 2023 CAFD
guidance does not factor in the timing of when CAFD is realized
from new growth investments pursuant to 5-year averages beyond
2023.
The Company is updating its pro forma CAFD
outlook expectations from approximately $390 million to
approximately $410 million due to the growth investment commitments
for the Victory Pass and Arica solar plus energy storage
projects.
Financial guidance and the pro forma CAFD
outlook continue to be based on median renewable energy production
estimates for the full year.
Earnings Conference Call
On February 23, 2023, Clearway Energy, Inc.
will host a conference call at 8:00 a.m. Eastern to discuss these
results. Investors, the news media and others may access the live
webcast of the conference call and accompanying presentation
materials by logging on to Clearway Energy, Inc.’s website at
http://www.clearwayenergy.com and clicking on “Presentations &
Webcasts” under “Investor Relations.”
About Clearway Energy, Inc.
Clearway Energy, Inc. is one of the largest
renewable energy owners in the US with over 5,500 net MW of
installed wind and solar generation projects. The Company's over
8,000 net MW of assets also include approximately 2,500 net MW of
environmentally-sound, highly efficient natural gas generation
facilities. Through this environmentally-sound diversified and
primarily contracted portfolio, Clearway Energy endeavors to
provide its investors with stable and growing dividend income.
Clearway Energy, Inc.’s Class C and Class A common stock are traded
on the New York Stock Exchange under the symbols CWEN and CWEN.A,
respectively. Clearway Energy, Inc. is sponsored by its controlling
investor, Clearway Energy Group LLC. For more information, visit
investor.clearwayenergy.com.
Safe Harbor Disclosure
This news release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such forward-looking statements are subject to certain risks,
uncertainties and assumptions, and typically can be identified by
the use of words such as “expect,” “estimate,” "target,"
“anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar
terms. Such forward-looking statements include, but are not limited
to, statements regarding, the Company’s dividend expectations and
its operations, its facilities and its financial results,
statements regarding the anticipated consummation of the
transactions described above, the anticipated benefits,
opportunities, and results with respect to the transactions,
including the Company’s future relationship and arrangements with
Global Infrastructure Partners, TotalEnergies, and Clearway Energy
Group, as well as the Company's Net Income, Adjusted EBITDA, Cash
from Operating Activities, Cash Available for Distribution, the
Company’s future revenues, income, indebtedness, capital structure,
strategy, plans, expectations, objectives, projected financial
performance and/or business results and other future events, and
views of economic and market conditions.
Although Clearway Energy, Inc. believes that the
expectations are reasonable, it can give no assurance that these
expectations will prove to be correct, and actual results may vary
materially. Factors that could cause actual results to differ
materially from those contemplated above include, among others, the
Company's ability to maintain and grow its quarterly dividend,
risks relating to the Company's relationships with its sponsors,
the failure to identify, execute or successfully implement
acquisitions or dispositions (including receipt of third party
consents and regulatory approvals), the Company's ability to
acquire assets from its sponsors, the Company’s ability to borrow
additional funds and access capital markets due to its
indebtedness, corporate structure, market conditions or otherwise,
hazards customary in the power industry, weather conditions,
including wind and solar performance, the Company’s ability to
operate its businesses efficiently, manage maintenance capital
expenditures and costs effectively, and generate earnings and cash
flows from its asset-based businesses in relation to its debt and
other obligations, the willingness and ability of counterparties to
the Company’s offtake agreements to fulfill their obligations under
such agreements, the Company's ability to enter into new contracts
as existing contracts expire, changes in government regulations,
operating and financial restrictions placed on the Company that are
contained in the project-level debt facilities and other agreements
of the Company and its subsidiaries, impacts related to COVID-19
(including any variant of the virus) or any other pandemic, and
cyber terrorism and inadequate cybersecurity. Furthermore, any
dividends are subject to available capital, market conditions, and
compliance with associated laws and regulations.
Clearway Energy, Inc. undertakes no obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. The Cash
Available for Distribution are estimates as of today’s date,
February 23, 2023, and are based on assumptions believed to be
reasonable as of this date. Clearway Energy, Inc. expressly
disclaims any current intention to update such guidance. The
foregoing review of factors that could cause Clearway Energy,
Inc.’s actual results to differ materially from those contemplated
in the forward-looking statements included in this news release
should be considered in connection with information regarding risks
and uncertainties that may affect Clearway Energy, Inc.’s future
results included in Clearway Energy, Inc.’s filings with the
Securities and Exchange Commission at www.sec.gov. In addition,
Clearway Energy, Inc. makes available free of charge at
www.clearwayenergy.com, copies of materials it files with, or
furnishes to, the Securities and Exchange Commission.
Contacts: |
|
|
|
|
Investors:Akil
Marshinvestor.relations@clearwayenergy.com609-608-1500 |
Media:Zadie Oleksiw
media@clearwayenergy.com202-836-5754 |
CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF
INCOME
|
Year ended December 31, |
(In millions, except per share amounts) |
|
2022 |
|
|
|
2021 |
|
|
|
2020 |
|
Operating
Revenues |
|
|
|
|
|
Total operating revenues |
$ |
1,190 |
|
|
$ |
1,286 |
|
|
$ |
1,199 |
|
Operating Costs and
Expenses |
|
|
|
|
|
Cost of operations, exclusive of depreciation, amortization and
accretion shown separately below |
|
435 |
|
|
|
451 |
|
|
|
366 |
|
Depreciation, amortization and accretion |
|
512 |
|
|
|
509 |
|
|
|
428 |
|
Impairment losses |
|
16 |
|
|
|
6 |
|
|
|
24 |
|
General and administrative |
|
40 |
|
|
|
40 |
|
|
|
34 |
|
Transaction and integration costs |
|
7 |
|
|
|
7 |
|
|
|
9 |
|
Development costs |
|
2 |
|
|
|
6 |
|
|
|
5 |
|
Total operating costs and expenses |
|
1,012 |
|
|
|
1,019 |
|
|
|
866 |
|
Gain on sale of business |
|
1,292 |
|
|
|
— |
|
|
|
— |
|
Operating
Income |
|
1,470 |
|
|
|
267 |
|
|
|
333 |
|
Other Income
(Expense) |
|
|
|
|
|
Equity in earnings of unconsolidated affiliates |
|
29 |
|
|
|
32 |
|
|
|
7 |
|
Impairment loss on investment |
|
— |
|
|
|
— |
|
|
|
(8 |
) |
Gain on sale of unconsolidated affiliate |
|
— |
|
|
|
— |
|
|
|
49 |
|
Other income, net |
|
17 |
|
|
|
3 |
|
|
|
4 |
|
Loss on debt extinguishment |
|
(2 |
) |
|
|
(53 |
) |
|
|
(24 |
) |
Interest expense |
|
(232 |
) |
|
|
(312 |
) |
|
|
(415 |
) |
Total other expense, net |
|
(188 |
) |
|
|
(330 |
) |
|
|
(387 |
) |
Income (Loss) Before
Income Taxes |
|
1,282 |
|
|
|
(63 |
) |
|
|
(54 |
) |
Income tax expense |
|
222 |
|
|
|
12 |
|
|
|
8 |
|
Net Income
(Loss) |
|
1,060 |
|
|
|
(75 |
) |
|
|
(62 |
) |
Less: Net income (loss) attributable to noncontrolling interests
and redeemable interests |
|
478 |
|
|
|
(126 |
) |
|
|
(87 |
) |
Net Income Attributable to Clearway Energy,
Inc. |
$ |
582 |
|
|
$ |
51 |
|
|
$ |
25 |
|
Earnings Per Share Attributable to Clearway Energy, Inc.
Class A and Class C Common Stockholders |
|
|
|
|
|
Weighted average number of Class A common shares outstanding -
basic and diluted |
|
35 |
|
|
|
35 |
|
|
|
35 |
|
Weighted average number of Class C common shares outstanding -
basic |
|
82 |
|
|
|
82 |
|
|
|
80 |
|
Weighted average number of Class C common shares outstanding -
diluted |
|
82 |
|
|
|
82 |
|
|
|
81 |
|
Earnings per Weighted Average Class A and Class C Common
Share - Basic and Diluted |
$ |
4.99 |
|
|
$ |
0.44 |
|
|
$ |
0.22 |
|
Dividends Per Class A
Common Share |
$ |
1.43 |
|
|
$ |
1.33 |
|
|
$ |
1.05 |
|
Dividends Per Class C
Common Share |
$ |
1.43 |
|
|
$ |
1.33 |
|
|
$ |
1.05 |
|
CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
|
Year ended December 31, |
(In millions) |
|
2022 |
|
|
|
2021 |
|
|
|
2020 |
|
Net Income
(Loss) |
$ |
1,060 |
|
|
$ |
(75 |
) |
|
$ |
(62 |
) |
Other Comprehensive
Income, net of tax |
|
|
|
|
|
Unrealized gain on derivatives
and changes in accumulated OCI/OCL, net of income tax expense
(benefit) of $5, $(3) and $— |
|
28 |
|
|
|
19 |
|
|
|
1 |
|
Other comprehensive income |
|
28 |
|
|
|
19 |
|
|
|
1 |
|
Comprehensive Income
(Loss) |
|
1,088 |
|
|
|
(56 |
) |
|
|
(61 |
) |
Less: Comprehensive income (loss) attributable to noncontrolling
interests and redeemable interests |
|
495 |
|
|
|
(115 |
) |
|
|
(87 |
) |
Comprehensive Income
Attributable to Clearway Energy, Inc. |
$ |
593 |
|
|
$ |
59 |
|
|
$ |
26 |
|
CLEARWAY ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except
shares) |
December 31, 2022 |
|
December 31, 2021 |
ASSETS |
|
Current
Assets |
|
|
|
Cash and cash equivalents |
$ |
657 |
|
|
$ |
179 |
|
Restricted cash |
|
339 |
|
|
|
475 |
|
Accounts receivable — trade |
|
153 |
|
|
|
144 |
|
Inventory |
|
47 |
|
|
|
37 |
|
Current assets held-for-sale |
|
— |
|
|
|
631 |
|
Prepayments and other current assets |
|
54 |
|
|
|
65 |
|
Total current assets |
|
1,276 |
|
|
|
1,531 |
|
Property, plant and
equipment, net |
|
7,421 |
|
|
|
7,650 |
|
Other
Assets |
|
|
|
Equity investments in affiliates |
|
364 |
|
|
|
381 |
|
Intangible assets for power purchase agreements, net |
|
2,488 |
|
|
|
2,419 |
|
Other intangible assets, net |
|
77 |
|
|
|
80 |
|
Deferred income taxes |
|
— |
|
|
|
95 |
|
Derivative instruments |
|
63 |
|
|
|
6 |
|
Right-of-use assets, net |
|
527 |
|
|
|
550 |
|
Other non-current assets |
|
96 |
|
|
|
101 |
|
Total other assets |
|
3,615 |
|
|
|
3,632 |
|
Total
Assets |
$ |
12,312 |
|
|
$ |
12,813 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
Current
Liabilities |
|
|
|
Current portion of long-term debt |
$ |
322 |
|
|
$ |
772 |
|
Accounts payable — trade |
|
55 |
|
|
|
74 |
|
Accounts payable — affiliates |
|
22 |
|
|
|
107 |
|
Derivative instruments |
|
50 |
|
|
|
46 |
|
Accrued interest expense |
|
54 |
|
|
|
54 |
|
Current liabilities held-for-sale |
|
— |
|
|
|
494 |
|
Accrued expenses and other current liabilities |
|
114 |
|
|
|
84 |
|
Total current liabilities |
|
617 |
|
|
|
1,631 |
|
Other
Liabilities |
|
|
|
Long-term debt |
|
6,491 |
|
|
|
6,939 |
|
Deferred income taxes |
|
119 |
|
|
|
13 |
|
Derivative instruments |
|
303 |
|
|
|
196 |
|
Long-term lease liabilities |
|
548 |
|
|
|
561 |
|
Other non-current liabilities |
|
201 |
|
|
|
173 |
|
Total other liabilities |
|
7,662 |
|
|
|
7,882 |
|
Total
Liabilities |
|
8,279 |
|
|
|
9,513 |
|
Redeemable
noncontrolling interest in subsidiaries |
|
7 |
|
|
|
— |
|
Commitments and
Contingencies |
|
|
|
Stockholders’
Equity |
|
|
|
Preferred stock, $0.01 par
value; 10,000,000 shares authorized; none issued |
|
— |
|
|
|
— |
|
Class A, Class B, Class C and
Class D common stock, $0.01 par value; 3,000,000,000 shares
authorized (Class A 500,000,000, Class B 500,000,000, Class C
1,000,000,000, Class D 1,000,000,000); 201,972,813 shares issued
and outstanding (Class A 34,613,853, Class B 42,738,750, Class C
82,283,460, Class D 42,336,750) at December 31, 2022 and
201,856,166 shares issued and outstanding (Class A 34,599,645,
Class B 42,738,750, Class C 81,779,021, Class D 42,738,750) at
December 31, 2021 |
|
1 |
|
|
|
1 |
|
Additional paid-in capital |
|
1,761 |
|
|
|
1,872 |
|
Retained earnings (accumulated deficit) |
|
463 |
|
|
|
(33 |
) |
Accumulated other comprehensive income (loss) |
|
9 |
|
|
|
(6 |
) |
Noncontrolling interest |
|
1,792 |
|
|
|
1,466 |
|
Total Stockholders’
Equity |
|
4,026 |
|
|
|
3,300 |
|
Total Liabilities and
Stockholders’ Equity |
$ |
12,312 |
|
|
$ |
12,813 |
|
CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
Year ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
|
|
2020 |
|
Cash Flows from
Operating Activities |
(In millions) |
Net income (loss) |
$ |
1,060 |
|
|
$ |
(75 |
) |
|
$ |
(62 |
) |
Adjustments to reconcile net income (loss) to net cash provided by
operating activities: |
|
|
|
|
|
Equity in earnings of unconsolidated affiliates |
|
(29 |
) |
|
|
(32 |
) |
|
|
(7 |
) |
Distributions from unconsolidated affiliates |
|
37 |
|
|
|
38 |
|
|
|
61 |
|
Depreciation, amortization and accretion |
|
512 |
|
|
|
509 |
|
|
|
428 |
|
Amortization of financing costs and debt discounts |
|
14 |
|
|
|
14 |
|
|
|
15 |
|
Amortization of intangibles |
|
172 |
|
|
|
146 |
|
|
|
90 |
|
Loss on debt extinguishment |
|
2 |
|
|
|
53 |
|
|
|
24 |
|
Reduction in carrying amount of right-of-use assets |
|
14 |
|
|
|
11 |
|
|
|
4 |
|
Gain on sale of unconsolidated affiliate |
|
— |
|
|
|
— |
|
|
|
(49 |
) |
Gain on sale of business |
|
(1,292 |
) |
|
|
— |
|
|
|
— |
|
Impairment losses |
|
16 |
|
|
|
6 |
|
|
|
32 |
|
Change in deferred income taxes |
|
194 |
|
|
|
12 |
|
|
|
8 |
|
Changes in derivative instruments and amortization of accumulated
OCI/OCL |
|
69 |
|
|
|
28 |
|
|
|
44 |
|
Loss on disposal of asset components |
|
— |
|
|
|
— |
|
|
|
3 |
|
Cash provided (used) in changes in other working capital |
|
|
|
|
|
Changes in prepaid and accrued liabilities for tolling
agreements |
|
10 |
|
|
|
5 |
|
|
|
(1 |
) |
Changes in other working capital |
|
8 |
|
|
|
(14 |
) |
|
|
(45 |
) |
Net Cash Provided by
Operating Activities |
|
787 |
|
|
|
701 |
|
|
|
545 |
|
Cash Flows from
Investing Activities |
|
|
|
|
|
Acquisitions, net of cash acquired |
|
— |
|
|
|
(533 |
) |
|
|
— |
|
Acquisition of Drop Down Assets, net of cash acquired |
|
(71 |
) |
|
|
(229 |
) |
|
|
(122 |
) |
Acquisition of Capistrano Wind Portfolio, net of cash acquired |
|
(223 |
) |
|
|
— |
|
|
|
— |
|
Capital expenditures |
|
(112 |
) |
|
|
(151 |
) |
|
|
(124 |
) |
Asset purchase from affiliate |
|
— |
|
|
|
(21 |
) |
|
|
— |
|
Return of investment from unconsolidated affiliates |
|
13 |
|
|
|
47 |
|
|
|
79 |
|
Investments in unconsolidated affiliates |
|
— |
|
|
|
— |
|
|
|
(11 |
) |
Proceeds from sale of assets |
|
— |
|
|
|
— |
|
|
|
90 |
|
Proceeds from sale of business |
|
1,457 |
|
|
|
— |
|
|
|
— |
|
Consolidation of DGPV Holdco 3 LLC |
|
— |
|
|
|
— |
|
|
|
17 |
|
Other |
|
1 |
|
|
|
22 |
|
|
|
9 |
|
Net Cash Provided by
(Used in) Investing Activities |
|
1,065 |
|
|
|
(865 |
) |
|
|
(62 |
) |
Cash Flows from
Financing Activities |
|
|
|
|
|
Contributions from noncontrolling interests, net of
distributions |
|
60 |
|
|
|
967 |
|
|
|
247 |
|
Buyout of Repowering Partnership II LLC noncontrolling
interest |
|
— |
|
|
|
— |
|
|
|
(70 |
) |
Proceeds from the issuance of common stock |
|
— |
|
|
|
— |
|
|
|
62 |
|
Payments of dividends and distributions |
|
(289 |
) |
|
|
(268 |
) |
|
|
(211 |
) |
Distributions to CEG of escrowed amounts |
|
(64 |
) |
|
|
— |
|
|
|
— |
|
Tax-related distributions |
|
(8 |
) |
|
|
— |
|
|
|
— |
|
Proceeds from the revolving credit facility |
|
80 |
|
|
|
622 |
|
|
|
265 |
|
Payments for the revolving credit facility |
|
(325 |
) |
|
|
(377 |
) |
|
|
(265 |
) |
Proceeds from issuance of long-term debt |
|
244 |
|
|
|
1,728 |
|
|
|
1,084 |
|
Payments of debt issuance costs |
|
(4 |
) |
|
|
(20 |
) |
|
|
(20 |
) |
Payments for long-term debt |
|
(1,198 |
) |
|
|
(2,292 |
) |
|
|
(1,527 |
) |
Other |
|
(6 |
) |
|
|
7 |
|
|
|
— |
|
Net Cash (Used in)
Provided by Financing Activities |
|
(1,510 |
) |
|
|
367 |
|
|
|
(435 |
) |
Reclassification of
Cash to Assets Held-for-Sale |
|
— |
|
|
|
(14 |
) |
|
|
— |
|
Net Increase in Cash,
Cash Equivalents and Restricted Cash |
|
342 |
|
|
|
189 |
|
|
|
48 |
|
Cash, Cash Equivalents
and Restricted Cash at Beginning of Period |
|
654 |
|
|
|
465 |
|
|
|
417 |
|
Cash, Cash Equivalents
and Restricted Cash at End of Period |
$ |
996 |
|
|
$ |
654 |
|
|
$ |
465 |
|
|
|
|
|
|
|
Supplemental
Disclosures: |
|
|
|
|
|
Interest paid, net of amount capitalized |
$ |
(317 |
) |
|
$ |
(337 |
) |
|
$ |
(325 |
) |
Income taxes paid |
|
(9 |
) |
|
|
— |
|
|
|
— |
|
Non-cash investing and
financing activities: |
|
|
|
|
|
Non-cash adjustment for change in tax basis |
$ |
(1 |
) |
|
$ |
(7 |
) |
|
$ |
21 |
|
Non-cash (distributions to), contributions from CEG |
|
(4 |
) |
|
|
31 |
|
|
|
6 |
|
CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
(In
millions) |
PreferredStock |
|
CommonStock |
|
AdditionalPaid-InCapital |
|
(AccumulatedDeficit)RetainedEarnings |
|
AccumulatedOtherComprehensive(Loss)Income |
|
Non-controllingInterest |
|
TotalStockholders’Equity |
Balances at December 31, 2019 |
$ |
— |
|
$ |
1 |
|
$ |
1,936 |
|
|
$ |
(72 |
) |
|
$ |
(15 |
) |
|
$ |
413 |
|
|
$ |
2,263 |
|
Net income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
|
25 |
|
|
|
— |
|
|
|
(87 |
) |
|
|
(62 |
) |
Unrealized gain on derivatives and changes in accumulated OCL, net
of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
Contributions from CEG, non-cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
|
|
6 |
|
Contributions from CEG, cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
|
|
6 |
|
Distributions to noncontrolling interests, non-cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(2 |
) |
Contributions from noncontrolling interests, net of distributions,
cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
240 |
|
|
|
240 |
|
DGPV Drop Down and Consolidation |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20 |
) |
|
|
(20 |
) |
Mesquite Star Drop Down and Consolidation |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
361 |
|
|
|
361 |
|
Langford Drop Down |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
76 |
|
|
|
76 |
|
Rosamond Central Drop Down |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
57 |
|
|
|
57 |
|
Lighthouse Partnership Yield Protection Agreement |
|
— |
|
|
— |
|
|
(15 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15 |
) |
Buyout of Repowering Partnership II LLC non-controlling
interest |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(70 |
) |
|
|
(70 |
) |
Stock-based compensation |
|
— |
|
|
— |
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Non-cash adjustment for change in tax basis |
|
— |
|
|
— |
|
|
21 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21 |
|
Net proceeds from the issuance of common stock under the ATM
Program |
|
— |
|
|
— |
|
|
62 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
62 |
|
Common stock dividends and distributions to CEG |
|
— |
|
|
— |
|
|
(84 |
) |
|
|
(37 |
) |
|
|
— |
|
|
|
(90 |
) |
|
|
(211 |
) |
Balances at December
31, 2020 |
|
— |
|
|
1 |
|
|
1,922 |
|
|
|
(84 |
) |
|
|
(14 |
) |
|
|
890 |
|
|
|
2,715 |
|
Unrealized gain on derivatives and changes in accumulated OCL, net
of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
8 |
|
|
|
11 |
|
|
|
19 |
|
Contributions from CEG, net of distributions, cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
296 |
|
|
|
296 |
|
Contributions from noncontrolling interests, net of distributions,
cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
676 |
|
|
|
676 |
|
Lighthouse Partnership Yield Protection Agreement Amendment |
|
— |
|
|
— |
|
|
15 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15 |
|
Agua Caliente Acquisition |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
273 |
|
|
|
273 |
|
Rattlesnake Drop Down |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(117 |
) |
|
|
(117 |
) |
Mesquite Sky Drop Down |
|
— |
|
|
— |
|
|
78 |
|
|
|
— |
|
|
|
— |
|
|
|
(198 |
) |
|
|
(120 |
) |
Black Rock Drop Down |
|
— |
|
|
— |
|
|
16 |
|
|
|
— |
|
|
|
— |
|
|
|
(153 |
) |
|
|
(137 |
) |
Stock-based compensation |
|
— |
|
|
— |
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
Non-cash adjustment for change in tax basis |
|
— |
|
|
— |
|
|
(7 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
Common stock dividends and distributions to CEG |
|
— |
|
|
— |
|
|
(155 |
) |
|
|
— |
|
|
|
— |
|
|
|
(113 |
) |
|
|
(268 |
) |
Balances at December
31, 2021 |
|
— |
|
|
1 |
|
|
1,872 |
|
|
|
(33 |
) |
|
|
(6 |
) |
|
|
1,466 |
|
|
|
3,300 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
|
582 |
|
|
|
— |
|
|
|
467 |
|
|
|
1,049 |
|
Unrealized gain on derivatives and changes in accumulated OCL, net
of tax |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
11 |
|
|
|
17 |
|
|
|
28 |
|
Distributions to CEG, net of contributions, non-cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
(4 |
) |
Contributions from CEG, net of distributions, cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16 |
|
|
|
16 |
|
Contributions from noncontrolling interests, net of distributions,
cash |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
51 |
|
|
|
51 |
|
Mesquite Sky Drop Down |
|
— |
|
|
— |
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
(8 |
) |
Black Rock Drop Down |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
Mililani I Drop Down |
|
— |
|
|
— |
|
|
(11 |
) |
|
|
— |
|
|
|
— |
|
|
|
(19 |
) |
|
|
(30 |
) |
Waiawa Drop Down |
|
— |
|
|
— |
|
|
(17 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
(21 |
) |
Capistrano Wind Portfolio Acquisition |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
7 |
|
|
|
11 |
|
Kawailoa Sale to Clearway Renew LLC |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(69 |
) |
|
|
(69 |
) |
Tax-related distributions |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8 |
) |
|
|
(8 |
) |
Non-cash adjustments for change in tax basis |
|
— |
|
|
— |
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Stock-based compensation |
|
— |
|
|
— |
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock dividends and distributions to CEG unit holders |
|
— |
|
|
— |
|
|
(82 |
) |
|
|
(85 |
) |
|
|
— |
|
|
|
(122 |
) |
|
|
(289 |
) |
Balances at December
31, 2022 |
$ |
— |
|
$ |
1 |
|
$ |
1,761 |
|
|
$ |
463 |
|
|
$ |
9 |
|
|
$ |
1,792 |
|
|
$ |
4,026 |
|
Appendix Table A-1: Three Months Ended
December 31, 2022, Segment Adjusted EBITDA
ReconciliationThe following table summarizes the
calculation of Adjusted EBITDA and provides a reconciliation to Net
Income/(Loss):
($ in
millions) |
|
Conventional |
|
Renewables |
|
Thermal |
|
Corporate |
|
Total |
Net Income (Loss) |
|
$ |
40 |
|
|
$ |
(84 |
) |
|
$ |
— |
|
|
$ |
(10 |
) |
|
$ |
(54 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Benefit |
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
(17 |
) |
|
|
(15 |
) |
Interest Expense, net |
|
|
10 |
|
|
|
51 |
|
|
|
— |
|
|
|
20 |
|
|
|
81 |
|
Depreciation, Amortization, and ARO |
|
|
32 |
|
|
|
101 |
|
|
|
— |
|
|
|
— |
|
|
|
133 |
|
Contract Amortization |
|
|
6 |
|
|
|
44 |
|
|
|
— |
|
|
|
— |
|
|
|
50 |
|
Impairment Losses |
|
|
— |
|
|
|
16 |
|
|
|
— |
|
|
|
— |
|
|
|
16 |
|
Mark to Market (MtM) Losses on economic hedges |
|
|
— |
|
|
|
(13 |
) |
|
|
— |
|
|
|
— |
|
|
|
(13 |
) |
Transaction and integration costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
1 |
|
|
|
10 |
|
|
|
— |
|
|
|
— |
|
|
|
11 |
|
Non-Cash Equity Compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
Adjusted EBITDA |
|
$ |
89 |
|
|
$ |
127 |
|
|
$ |
— |
|
|
$ |
(4 |
) |
|
$ |
212 |
|
Appendix Table A-2: Three Months Ended
December 31, 2021, Segment Adjusted EBITDA
ReconciliationThe following table summarizes the
calculation of Adjusted EBITDA and provides a reconciliation to Net
Income/(Loss):
($ in
millions) |
|
Conventional |
|
Renewables |
|
Thermal |
|
Corporate |
|
Total |
Net Income (Loss) |
|
$ |
47 |
|
|
$ |
(42 |
) |
|
$ |
8 |
|
|
$ |
(69 |
) |
|
$ |
(56 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Expense |
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
22 |
|
|
|
24 |
|
Interest Expense, net |
|
|
12 |
|
|
|
39 |
|
|
|
4 |
|
|
|
25 |
|
|
|
80 |
|
Depreciation, Amortization, and ARO |
|
|
33 |
|
|
|
88 |
|
|
|
1 |
|
|
|
— |
|
|
|
122 |
|
Contract Amortization |
|
|
6 |
|
|
|
31 |
|
|
|
— |
|
|
|
— |
|
|
|
37 |
|
Impairment Losses and Impairment on Equity Investment |
|
|
— |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
Loss on Debt Extinguishment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11 |
|
|
|
11 |
|
Mark to Market (MtM) Losses on economic hedges |
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
Transaction and integration costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
3 |
|
Other non-recurring |
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
3 |
|
|
|
17 |
|
|
|
— |
|
|
|
— |
|
|
|
20 |
|
Non-Cash Equity Compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
Adjusted EBITDA |
|
$ |
101 |
|
|
$ |
142 |
|
|
$ |
13 |
|
|
$ |
(6 |
) |
|
$ |
250 |
|
Appendix Table A-3: Twelve Months Ended
December 31, 2022, Segment Adjusted EBITDA
Reconciliation The following table summarizes the
calculation of Adjusted EBITDA and provides a reconciliation to Net
Income/(Loss):
($ in
millions) |
|
Conventional |
|
Renewables |
|
Thermal |
|
Corporate |
|
Total |
Net Income (Loss) |
|
$ |
161 |
|
|
$ |
(58 |
) |
|
$ |
17 |
|
|
$ |
940 |
|
|
$ |
1,060 |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Expense |
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
220 |
|
|
|
222 |
|
Interest Expense, net |
|
|
39 |
|
|
|
83 |
|
|
|
6 |
|
|
|
90 |
|
|
|
218 |
|
Depreciation, Amortization, and ARO |
|
|
131 |
|
|
|
381 |
|
|
|
— |
|
|
|
— |
|
|
|
512 |
|
Contract Amortization |
|
|
24 |
|
|
|
151 |
|
|
|
— |
|
|
|
— |
|
|
|
175 |
|
Impairment Losses |
|
|
— |
|
|
|
16 |
|
|
|
— |
|
|
|
— |
|
|
|
16 |
|
Loss on Debt Extinguishment |
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Mark to Market (MtM) Losses on Economic Hedges |
|
|
— |
|
|
|
182 |
|
|
|
— |
|
|
|
— |
|
|
|
182 |
|
Transaction and Integration costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
7 |
|
Other Non-recurring3 |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
(1,291 |
) |
|
|
(1,289 |
) |
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
10 |
|
|
|
42 |
|
|
|
— |
|
|
|
— |
|
|
|
52 |
|
Non-Cash Equity Compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
3 |
|
Adjusted EBITDA |
|
$ |
366 |
|
|
$ |
802 |
|
|
$ |
23 |
|
|
$ |
(31 |
) |
|
$ |
1,160 |
|
Appendix Table A-4: Twelve Months Ended
December 31, 2021, Segment Adjusted EBITDA
ReconciliationThe following table summarizes the
calculation of Adjusted EBITDA and provides a reconciliation to Net
Income/(Loss):
($ in
millions) |
|
Conventional |
|
Renewables |
|
Thermal |
|
Corporate |
|
Total |
Net Income (Loss) |
|
$ |
172 |
|
|
$ |
(65 |
) |
|
$ |
22 |
|
|
$ |
(204 |
) |
|
$ |
(75 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
Income Tax Expense |
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
10 |
|
|
|
12 |
|
Interest Expense, net |
|
|
53 |
|
|
|
142 |
|
|
|
18 |
|
|
|
99 |
|
|
|
312 |
|
Depreciation, Amortization, and ARO |
|
|
132 |
|
|
|
354 |
|
|
|
23 |
|
|
|
— |
|
|
|
509 |
|
Contract Amortization |
|
|
23 |
|
|
|
118 |
|
|
|
3 |
|
|
|
— |
|
|
|
144 |
|
Impairment Losses and Impairment on Equity Investment |
|
|
— |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
Loss on Debt Extinguishment |
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
52 |
|
|
|
53 |
|
Mark to Market (MtM) Losses on economic hedges |
|
|
— |
|
|
|
87 |
|
|
|
— |
|
|
|
— |
|
|
|
87 |
|
Transaction and Integration costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
7 |
|
Other Non-recurring |
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA
from Unconsolidated Affiliates |
|
|
13 |
|
|
|
74 |
|
|
|
— |
|
|
|
— |
|
|
|
87 |
|
Non-Cash Equity Compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
4 |
|
Adjusted EBITDA |
|
$ |
393 |
|
|
$ |
723 |
|
|
$ |
66 |
|
|
$ |
(32 |
) |
|
$ |
1,150 |
|
________________________3 Primarily one-time gain due to the
sale of the Thermal Business on May 1, 2022
Appendix Table A-5: Cash Available for Distribution
ReconciliationThe following table summarizes the
calculation of Cash Available for Distribution and provides a
reconciliation to Cash from Operating Activities:
|
Three Months Ended |
|
Twelve Months Ended |
($ in
millions) |
12/31/22 |
|
12/31/21 |
|
12/31/22 |
|
12/31/21 |
Adjusted EBITDA |
$ |
212 |
|
|
$ |
250 |
|
|
$ |
1,160 |
|
|
$ |
1,150 |
|
Cash interest paid |
|
(63 |
) |
|
|
(72 |
) |
|
|
(317 |
) |
|
|
(337 |
) |
Changes in prepaid and accrued liabilities for tolling
agreements |
|
(14 |
) |
|
|
(15 |
) |
|
|
10 |
|
|
|
5 |
|
Adjustments to reflect sale-type leases and payments for lease
expenses |
|
1 |
|
|
|
1 |
|
|
|
5 |
|
|
|
1 |
|
Pro-rata Adjusted EBITDA from unconsolidated affiliates |
|
(11 |
) |
|
|
(21 |
) |
|
|
(80 |
) |
|
|
(120 |
) |
Distributions from unconsolidated affiliates |
|
12 |
|
|
|
13 |
|
|
|
37 |
|
|
|
38 |
|
Changes in working capital and other |
|
43 |
|
|
|
16 |
|
|
|
(28 |
) |
|
|
(36 |
) |
Cash from Operating Activities |
|
180 |
|
|
|
172 |
|
|
|
787 |
|
|
|
701 |
|
Changes in working capital and other |
|
(43 |
) |
|
|
(16 |
) |
|
|
28 |
|
|
|
36 |
|
Development Expenses4 |
|
— |
|
|
|
1 |
|
|
|
2 |
|
|
|
6 |
|
Return of investment from unconsolidated affiliates |
|
1 |
|
|
|
10 |
|
|
|
13 |
|
|
|
47 |
|
Net contributions (to)/from non-controlling interest5 |
|
(18 |
) |
|
|
(19 |
) |
|
|
(50 |
) |
|
|
(15 |
) |
Maintenance capital expenditures |
|
(9 |
) |
|
|
(8 |
) |
|
|
(25 |
) |
|
|
(25 |
) |
Principal amortization of indebtedness6 |
|
(113 |
) |
|
|
(105 |
) |
|
|
(434 |
) |
|
|
(414 |
) |
Cash Available for Distribution before
Adjustments |
$ |
(2 |
) |
|
$ |
35 |
|
|
$ |
321 |
|
|
$ |
336 |
|
Net Impact of Capistrano given timing of project debt service |
|
— |
|
|
|
— |
|
|
|
5 |
|
|
|
— |
|
Cash Available for
Distribution7 |
$ |
(2 |
) |
|
$ |
35 |
|
|
$ |
326 |
|
|
$ |
336 |
|
________________________4 Primarily relates to Thermal
Development Expenses5 2022 excludes $118 million of contributions
related to the funding of Mesquite Sky, Black Rock, Mililani, and
Waiawa, and $2 million of distributions related to release of
inverter reserves at Agua Caliente; 2021 excludes $672 million of
contributions related to funding of Mesquite Sky, Black Rock,
Rattlesnake, and Pinnacle $49 million of Hawaii refundable state
tax credits6 2022 excludes $660 million for the repayment of the
Bridge Loan Facility and revolver payments, $186 million for the
refinancing of Tapestry Wind, Laredo Ridge, and Viento, $130
million for the repayment of El Segundo project level debt, and
$113 million for the repayment of bridge loans in connection with
Mililani and Waiawa; 2021 excludes $1,372 million total
consideration for the redemption of Corporate Notes and revolver
payments, $717 million in connection with Mesquite Sky, Black Rock,
and Rattlesnake debt repaid at acquisition, and $169 million in
connection with Pinnacle repowering7 Excludes income tax payments
related to Thermal sale
Appendix Table A-6: Twelve Months Ended
December 31, 2022, Sources and Uses of
LiquidityThe following table summarizes the sources and
uses of liquidity in 2022:
|
|
Twelve Months Ended |
($ in
millions) |
|
12/31/22 |
Sources: |
|
|
Proceeds from sale of business |
|
|
1,457 |
|
Net cash provided by operating activities |
|
|
787 |
|
Proceeds from issuance of long-term debt |
|
|
244 |
|
Proceeds from the revolving credit facility |
|
|
80 |
|
Contributions from noncontrolling interests, net of
distributions |
|
|
60 |
|
Return of investment from unconsolidated affiliates |
|
|
13 |
|
|
|
|
Uses: |
|
|
Payments for long-term debt |
|
|
(1,198 |
) |
Payments for the revolving credit facility |
|
|
(325 |
) |
Payments of dividends and distributions |
|
|
(289 |
) |
Acquisition of Capistrano Wind Portfolio, net of cash acquired |
|
|
(223 |
) |
Capital expenditures |
|
|
(112 |
) |
Acquisition of Drop Down Assets, net of cash acquired |
|
|
(71 |
) |
Distributions to CEG of escrowed amounts |
|
|
(64 |
) |
Other net cash outflows |
|
|
(17 |
) |
|
|
|
Change in total cash, cash equivalents, and restricted
cash |
|
$ |
342 |
|
Appendix Table A-7: Adjusted EBITDA and Cash Available
for Distribution Guidance
($ in
millions) |
|
2023 Full YearGuidance |
Net Income |
|
$ |
165 |
|
Income Tax Expense |
|
|
30 |
|
Interest Expense, net |
|
|
300 |
|
Depreciation, Amortization, and ARO Expense |
|
|
620 |
|
Adjustment to reflect CWEN share of Adjusted EBITDA in
unconsolidated affiliates |
|
|
50 |
|
Non-Cash Equity Compensation |
|
|
5 |
|
Adjusted EBITDA |
|
|
1,170 |
|
Cash interest paid |
|
|
(300 |
) |
Changes in prepaid and accrued liabilities for tolling
agreements |
|
|
(32 |
) |
Adjustments to reflect sale-type leases and payments for lease
expenses |
|
|
10 |
|
Pro-rata Adjusted EBITDA from unconsolidated affiliates |
|
|
(85 |
) |
Cash distributions from unconsolidated affiliates8 |
|
|
45 |
|
Cash from Operating Activities |
|
|
808 |
|
Net distributions to non-controlling interest9 |
|
|
(60 |
) |
Maintenance capital expenditures |
|
|
(35 |
) |
Principal amortization of indebtedness10 |
|
|
(303 |
) |
Cash Available for
Distribution11 |
|
$ |
410 |
|
________________________8 Distribution from unconsolidated
affiliates can be classified as Return of Investment on
Unconsolidated Affiliates when actuals are reported. This is below
cash from operating activities9 Includes tax equity proceeds and
distributions to tax equity partners10 Excludes balloon maturity
payments in 202311 Excludes income tax payments related to Thermal
sale
Appendix Table A-8: Adjusted EBITDA and Cash Available
for Distribution Pro Forma Outlook
($ in
millions) |
|
Prior Pro FormaCAFD Outlook |
|
Pro FormaCAFD Outlook |
Net Income |
|
$ |
90 |
|
|
$ |
125 |
|
Income Tax Expense |
|
|
20 |
|
|
|
25 |
|
Interest Expense, net |
|
|
395 |
|
|
|
395 |
|
Depreciation, Amortization, and ARO Expense |
|
|
545 |
|
|
|
555 |
|
Adjustment to reflect CWEN share of Adjusted EBITDA in
unconsolidated affiliates |
|
|
45 |
|
|
|
45 |
|
Non-Cash Equity Compensation |
|
|
5 |
|
|
|
5 |
|
Adjusted EBITDA |
|
|
1,100 |
|
|
|
1,150 |
|
Cash interest paid |
|
|
(296 |
) |
|
|
(296 |
) |
Changes in prepaid and accrued liabilities for tolling
agreements |
|
|
(5 |
) |
|
|
(5 |
) |
Adjustments to reflect sale-type leases and payments for lease
expenses |
|
|
6 |
|
|
|
6 |
|
Pro-rata Adjusted EBITDA from unconsolidated affiliates |
|
|
(86 |
) |
|
|
(86 |
) |
Cash distributions from unconsolidated affiliates |
|
|
48 |
|
|
|
48 |
|
Cash from Operating Activities |
|
|
767 |
|
|
|
817 |
|
Net distributions to non-controlling interest |
|
|
(67 |
) |
|
|
(97 |
) |
Maintenance capital expenditures |
|
|
(23 |
) |
|
|
(23 |
) |
Principal amortization of indebtedness |
|
|
(287 |
) |
|
|
(287 |
) |
Cash Available for Distribution |
|
$ |
390 |
|
|
$ |
410 |
|
Appendix Table A-9: Growth Investments 5 Year Average
CAFD
($ in
millions) |
|
Victory Pass/Arica 5 Year Ave.
2024-2028 |
Net Income |
|
$ |
40 |
|
Depreciation, Amortization, and ARO Expense |
|
|
10 |
|
Adjusted EBITDA |
|
|
50 |
|
Cash from Operating Activities |
|
|
50 |
|
Net distributions from non-controlling interest |
|
|
(30 |
) |
Estimated Cash Available for Distribution |
|
$ |
20 |
|
Non-GAAP Financial
Information
EBITDA and Adjusted EBITDA
EBITDA, Adjusted EBITDA, and Cash Available for
Distribution (CAFD) are non-GAAP financial measures. These
measurements are not recognized in accordance with GAAP and should
not be viewed as an alternative to GAAP measures of performance.
The presentation of non-GAAP financial measures should not be
construed as an inference that Clearway Energy’s future results
will be unaffected by unusual or non-recurring items.
EBITDA represents net income before interest
(including loss on debt extinguishment), taxes, depreciation and
amortization. EBITDA is presented because Clearway Energy considers
it an important supplemental measure of its performance and
believes debt and equity holders frequently use EBITDA to analyze
operating performance and debt service capacity. EBITDA has
limitations as an analytical tool, and you should not consider it
in isolation, or as a substitute for analysis of our operating
results as reported under GAAP. Some of these limitations are:
- EBITDA does not reflect cash
expenditures, or future requirements for capital expenditures, or
contractual commitments;
- EBITDA does not reflect changes in,
or cash requirements for, working capital needs;
- EBITDA does not reflect the
significant interest expense, or the cash requirements necessary to
service interest or principal payments, on debt or cash income tax
payments;
- Although depreciation and
amortization are non-cash charges, the assets being depreciated and
amortized will often have to be replaced in the future, and EBITDA
does not reflect any cash requirements for such replacements;
and
- Other companies in this industry
may calculate EBITDA differently than Clearway Energy does,
limiting its usefulness as a comparative measure.
Because of these limitations, EBITDA should not
be considered as a measure of discretionary cash available to use
to invest in the growth of Clearway Energy’s business. Clearway
Energy compensates for these limitations by relying primarily on
our GAAP results and using EBITDA and Adjusted EBITDA only
supplementally. See the statements of cash flow included in the
financial statements that are a part of this news release.
Adjusted EBITDA is presented as a further
supplemental measure of operating performance. Adjusted EBITDA
represents EBITDA adjusted for mark-to-market gains or losses,
non-cash equity compensation expense, asset write offs and
impairments; and factors which we do not consider indicative of
future operating performance such as transition and integration
related costs. The reader is encouraged to evaluate each adjustment
and the reasons Clearway Energy considers it appropriate for
supplemental analysis. As an analytical tool, Adjusted EBITDA is
subject to all of the limitations applicable to EBITDA. In
addition, in evaluating Adjusted EBITDA, the reader should be aware
that in the future Clearway Energy may incur expenses similar to
the adjustments in this news release.
Management believes Adjusted EBITDA is useful to
investors and other users of our financial statements in evaluating
our operating performance because it provides them with an
additional tool to compare business performance across companies
and across periods. This measure is widely used by investors to
measure a company’s operating performance without regard to items
such as interest expense, taxes, depreciation and amortization,
which can vary substantially from company to company depending upon
accounting methods and book value of assets, capital structure and
the method by which assets were acquired.
Additionally, Management believes that investors
commonly adjust EBITDA information to eliminate the effect of
restructuring and other expenses, which vary widely from company to
company and impair comparability. As we define it, Adjusted EBITDA
represents EBITDA adjusted for the effects of impairment losses,
gains or losses on sales, non-cash equity compensation expense,
dispositions or retirements of assets, any mark-to-market gains or
losses from accounting for derivatives, adjustments to exclude
gains or losses on the repurchase, modification or extinguishment
of debt, and any extraordinary, unusual or non-recurring items plus
adjustments to reflect the Adjusted EBITDA from our unconsolidated
investments. We adjust for these items in our Adjusted EBITDA as
our management believes that these items would distort their
ability to efficiently view and assess our core operating
trends.
In summary, our management uses Adjusted EBITDA
as a measure of operating performance to assist in comparing
performance from period to period on a consistent basis and to
readily view operating trends, as a measure for planning and
forecasting overall expectations and for evaluating actual results
against such expectations, and in communications with our Board of
Directors, shareholders, creditors, analysts and investors
concerning our financial performance.
Cash Available for
Distribution
A non-GAAP measure, Cash Available for
Distribution is defined as of December 31, 2022 as Adjusted
EBITDA plus cash distributions/return of investment from
unconsolidated affiliates, cash receipts from notes receivable,
cash distributions from noncontrolling interests, adjustments to
reflect sales-type lease cash payments and payments for lease
expenses, less cash distributions to noncontrolling interests,
maintenance capital expenditures, pro-rata Adjusted EBITDA from
unconsolidated affiliates, cash interest paid, income taxes paid,
principal amortization of indebtedness, changes in prepaid and
accrued capacity payments, and adjusted for development expenses.
Management believes CAFD is a relevant supplemental measure of the
Company’s ability to earn and distribute cash returns to
investors.
We believe CAFD is useful to investors in
evaluating our operating performance because securities analysts
and other interested parties use such calculations as a measure of
our ability to make quarterly distributions. In addition, CAFD is
used by our management team for determining future acquisitions and
managing our growth. The GAAP measure most directly comparable to
CAFD is cash provided by operating activities.
However, CAFD has limitations as an analytical
tool because it does not include changes in operating assets and
liabilities and excludes the effect of certain other cash flow
items, all of which could have a material effect on our financial
condition and results from operations. CAFD is a non-GAAP measure
and should not be considered an alternative to cash provided by
operating activities or any other performance or liquidity measure
determined in accordance with GAAP, nor is it indicative of funds
available to fund our cash needs. In addition, our calculations of
CAFD are not necessarily comparable to CAFD as calculated by other
companies. Investors should not rely on these measures as a
substitute for any GAAP measure, including cash provided by
operating activities.
Clearway Energy (NYSE:CWEN)
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