CPX Capital Power Corporation

Capital Power Corporation (TSX: CPX) today released financial results for the quarter ended September 30, 2022.

Financial Highlights

• Generated net cash flows from operating activities of $370 million and adjusted funds from operations (AFFO) of $328 million
• Generated net income of $31 million and a record quarter for adjusted EBITDA of $383 million
• Increased 2022 annual financial guidance for adjusted EBITDA to $1,300 million to $1,340 million (original guidance of $1,110 million to $1,160 million) and AFFO to $770 million to $810 million (original guidance of $580 million to $630 million)

Strategic Highlights

• Continued executing on Company’s natural gas strategy by completing the acquisition of the Midland Cogeneration Venture Limited Partnership (Midland Cogen) facility, the largest gas-fired cogeneration facility in North America, where Capital Power and Manulife Investment Management each own a 50% interest in the 1,633 megawatt facility. Capital Power is responsible for the operations and maintenance and asset management of the facility.
• Completed a $350 million offering of green hybrid subordinated notes, the first ever in Canada and represents the Company’s first green offering. An amount equal to the net proceeds of the offering will be used to finance or refinance new or existing green investments that meet the eligibility criteria as described in the Company’s Green Financing Framework.

“Quarterly results in 2022 continue to exceed management’s expectations,” said Brian Vaasjo, President and CEO of Capital Power. “In the third quarter, we had strong operating performance from our facilities with a 96% average availability and higher generation for the fleet. Notably, our Alberta commercial facilities delivered exceptional performance from high Alberta power prices that averaged $221 per megawatt hour contributing to a record quarter for adjusted EBITDA of $383 million.”

“Based on outstanding performance across the fleet, we have once again increased our 2022 financial guidance with revised guidance ranges significantly exceeding the top end of our original targets,” stated Mr. Vaasjo.

“In August 2022, we released our inaugural Green Financing Framework (Framework) under which we will issue green bonds and green loans - the first of which was $350 million in green hybrid subordinated notes,” said Sandra Haskins, Senior Vice-President, Finance and Chief Financial Officer. “The Framework reflects our commitment to allocate capital to wind, solar and storage projects that align with the Company’s sustainability targets and support our strategy to be net-zero by 2050.”

Operational and Financial Highlights1

(unaudited, $ millions, except per share amounts)	Three months endedSeptember 30				Nine months endedSeptember 30
	2022		2021		2022		2021
Electricity generation (Gigawatt hours)	6,993		6,103		20,524		16,708
Generation facility availability	96%		91%		94%		90%
Revenues and other income	786		377		2,000		1,318
Adjusted EBITDA 2	383		286		1,050		830
Net income 3	31		38		227		156
Net income attributable to shareholders of the Company	34		40		236		163
Basic earnings per share ($)	0.21		0.23		1.76		1.10
Diluted earnings per share ($)	0.20		0.23		1.75		1.09
Normalized earnings attributable to common shareholders 2	146		63		342		166
Normalized earnings per share ($) 2	1.25		0.55		2.94		1.50
Net cash flows from operating activities	370		347		893		682
Adjusted funds from operations 2	328		206		708		456
Adjusted funds from operations per share ($) 2	2.81		1.78		6.08		4.12
Purchase of property, plant and equipment and other assets, net	224		176		503		424
Dividends per common share, declared ($)	0.5800		0.5475		1.6750		1.5725

1. The operational and financial highlights in this press release should be read in conjunction with the Management’s Discussion and Analysis and the unaudited condensed interim financial statements for the nine months ended September 30, 2022.
2. Earnings before net finance expense, income tax expense, depreciation and amortization, impairments, foreign exchange gains or losses, finance expense and depreciation expense from joint venture interests, gains or losses on disposals and unrealized changes in fair value of commodity derivatives and emissions credits (adjusted EBITDA), normalized earnings attributable to common shareholders and adjusted funds from operations (AFFO) are used as non-GAAP financial measures by the Company. The Company also uses normalized earnings per share and AFFO per share which are non-GAAP ratios. These measures and ratios do not have standardized meanings under GAAP and are, therefore, unlikely to be comparable to similar measures used by other enterprises. See Non-GAAP Financial Measures and Ratios.
3. Includes depreciation and amortization for each of the three months ended September 30, 2022 and 2021 of $133 million, and for the nine months ended September 30, 2022 and 2021 of $414 million and $402 million, respectively. Forecasted depreciation and amortization for the remainder of 2022 is $136 million for the fourth quarter.

Significant Events

Preferred shares, Series 9, redemption

On September 30, 2022, the Company redeemed all of its 6 million issued and outstanding 5.75% Cumulative Minimum Rate Reset Preference Shares, Series 9 (Series 9 Shares) at a price of $25.00 per share for gross payments of $150 million. On September 30, 2022, the Company also paid the final declared quarterly dividend of $0.3594 per Series 9 Share.

Acquisition of Midland Cogeneration Venture

On September 23, 2022, Capital Power and Manulife Investment Management, on behalf of the Manulife Infrastructure Fund II and its affiliates completed its previously announced acquisition of 100% interest in MCV Holding Company LLC through its joint venture partnership, MCV Partners LLC. MCV Holding Company LLC owns 100% of Midland Cogeneration Venture Limited Partnership (Midland Cogen), a 1,633 MW natural gas combined-cycle cogeneration facility.

Capital Power’s investment for its 50% ownership of MCV Partners LLC was $280 million (US$208 million) of cash consideration, including preliminary working capital and other closing adjustments of $29 million (US$22 million). Capital Power financed its share of the transaction using cash on hand and its existing credit facilities. The Company expects to finalize the working capital adjustment in the fourth quarter of 2022. Due to the proximity of the acquisition’s closing date to September 30, 2022, the equity income from MCV Partners LLC was not material in the quarter. Substantially all of the underlying assets and liabilities of Midland Cogen relate to the cogeneration facility and the project level debt. Capital Power is responsible for operations and maintenance and asset management for which it will receive an annual management fee.

Located in Michigan, Midland Cogen, the largest gas-fired cogeneration facility in North America, is a critical asset to support grid reliability during the transition to renewables and is well-positioned, given anticipated market conditions, for recontracting beyond 2030.

The acquisition supports Capital Power’s strategy of acquiring mid-life contracted natural gas assets that are strategically positioned within their power markets. Acquisition highlights include:

• Capital Power’s share of expected average adjusted EBITDA of US$59 million per year (ranging from US$85 million in 2023 and declining to US$45 million in 2027).
• based on the actual financing, the 5-year average accretion for Capital Power’s AFFO is expected to be US$0.30 per share, reflecting a 7% increase, or an average AFFO of US$35 million per year during the years 2023-2027.
• power purchase agreement with Consumers Energy (rated Baa1/A-/A-) for 1,240 MW of capacity to 2030
• steam and electricity purchase agreement with Corteva Agriscience (rated NA/A-/A) and Dow Silicones (rated Baa2/BBB/BBB+) to 2035.
• approximately 15% (243 MW) of uncontracted capacity is available to sell into the MISO Zone 7 market.
• located on 1,200 acres leased from Consumers Energy. Current layout and additional space allow for additional turbines, battery installation or a hybrid opportunity.

$350 million Green Hybrid Subordinated Notes offering

On September 9, 2022, the Company closed a $350 million offering of Fixed-to-Fixed Subordinated Notes, Series 1, due September 9, 2082 (Subordinated Notes). The Subordinated Notes have a fixed 7.95% interest rate, payable semi-annually, which resets on September 9, 2032, and on every fifth anniversary thereafter, based on the five-year Government of Canada yield plus: (i) 5.34% for the period from, and including, September 9, 2032 to, but excluding, September 9, 2052; and (ii) 6.09% for the period from, and including, September 9, 2052 to, but excluding September 9, 2082.

In connection with the Company’s offering of the Subordinated Notes, Capital Power issued 350,000 Series 2022-A Class A Preferred Shares to Computershare Trust Company of Canada, to be held in trust as treasury shares to satisfy Capital Power’s obligations under the indenture governing the Subordinated Notes.

This is the first ever Green hybrid subordinated debt security in Canada and represents the Company’s first green offering under Capital Power’s short form base prospectus dated June 10, 2022, as supplemented by a prospectus supplement dated August 18, 2022. The Company intends to allocate an amount equal to the net proceeds from the sale of the Subordinated Notes to finance or refinance new or existing green investments that meet the eligibility criteria as described in the Company’s Green Financing Framework (see Significant Events).

Green Financing Framework

On August 15, 2022, the Company released its inaugural Green Financing Framework (Framework) under which the Company will issue green bonds and green loans (Green Financing). The Framework sets out the guidelines for Capital Power’s Green Financing in accordance with the Green Bond Principles 2021 issued by the International Capital Markets Association (ICMA) and the Green Loan Principles 2021 issued by the Loan Market Association and Loan Syndications and Trading Association. The Framework has also been designed to align with the practices, actions, and disclosures recommended in the ICMA’s Climate Transition Finance Handbook 2020.

Under the Framework, the net proceeds from a Green Financing will be allocated or used to finance or re-finance, in part or in full, new and/or existing green investments and expenditures made by the Company that meet the Renewable Energy category, as defined in the Framework, and are aligned with the United Nations Sustainable Development Goals: affordable and clean energy; industry, innovation and infrastructure; and climate action.

Until the Green Financing issued under this Framework is fully allocated, Capital Power will report publicly on the use of the proceeds within one year of issuance and annually thereafter. Both the Allocation and Impact Reports will be posted on the Company’s website. An external verification of the Allocation Report will be provided by an independent external auditor on an annual basis until the complete allocation of proceeds.

Sustainalytics reviewed the Framework and provided a second-party opinion confirming that the Framework is credible and impactful and aligns with the Green Bond Principles 2021 and Green Loan Principles 2021. BMO Capital Markets advised Capital Power on the development of the Framework as lead structuring agent.

Analyst conference call and webcast

Capital Power will be hosting a conference call and live webcast with analysts on October 31, 2022 at 9:00 am (MT) to discuss the third quarter financial results. The conference call dial-in number is:

      (800) 319-4610 (toll-free from Canada and USA)

Interested parties may also access the live webcast on the Company’s website at www.capitalpower.com with an archive of the webcast available following the conclusion of the analyst conference call.

Non-GAAP Financial Measures and Ratios

The Company uses (i) adjusted EBITDA, (ii) AFFO, and (iii) normalized earnings attributable to common shareholders as financial performance measures.

The Company also uses AFFO per share and normalized earnings per share as performance measures. These measures are non-GAAP ratios determined by applying AFFO and normalized earnings attributable to common shareholders, respectively, to the weighted average number of common shares used in the calculation of basic and diluted earnings per share.

These terms are not defined financial measures according to GAAP and do not have standardized meanings prescribed by GAAP and, therefore, are unlikely to be comparable to similar measures used by other enterprises. These measures should not be considered alternatives to net income, net income attributable to shareholders of the Company, net cash flows from operating activities or other measures of financial performance calculated in accordance with GAAP. Rather, these measures are provided to complement GAAP measures in the analysis of the Company’s results of operations from management’s perspective.

Adjusted EBITDA

Capital Power uses adjusted EBITDA to measure the operating performance of facilities and categories of facilities from period to period. Management believes that a measure of facility operating performance is more meaningful if results not related to facility operations such as impairments, foreign exchange gains or losses and gains or losses on disposals are excluded from the adjusted EBITDA measure.

A reconciliation of adjusted EBITDA to net income (loss) is as follows:

(unaudited, $ millions)		Three months ended
		Sep2022		Jun2022		Mar2022		Dec2021		Sep2021		Jun2021		Mar2021		Dec2020
Revenues and other income		786		713		501		672		377		387		554		516
Energy purchases and fuel, other raw materials and operating charges, staff costs and employee benefits expense, and other administrative expense		(543	)	(429	)	(178	)	(506	)	(162	)	(176	)	(264	)	(321	)
Remove unrealized changes in fair value of commodity derivatives and emission credits included within revenues and energy purchases and fuel		136		28		18		123		66		24		7		19
Adjusted EBITDA from joint ventures 1		4		7		7		5		5		6		6		6
Adjusted EBITDA		383		319		348		294		286		241		303		220
Depreciation and amortization		(133	)	(139	)	(142	)	(137	)	(133	)	(132	)	(137	)	(122	)
Unrealized changes in fair value of commodity derivatives and emission credits		(136	)	(28	)	(18	)	(123	)	(66	)	(24	)	(7	)	(19	)
Impairment (losses) reversals		-		-		-		(52	)	(8	)	2		-		(13	)
(Losses) gains on disposals and other transactions		(3	)	(1	)	-		6		31		(3	)	2		-
Foreign exchange (loss) gain		(12	)	(7	)	1		(1	)	(7	)	(2	)	1		5
Net finance expense		(40	)	(35	)	(37	)	(44	)	(43	)	(46	)	(41	)	(57	)
Finance expense and depreciation expense from joint ventures 1		(4	)	(1	)	-		(4	)	(4	)	(5	)	-		(4	)
Income tax expense		(24	)	(31	)	(33	)	(8	)	(18	)	(14	)	(20	)	(9	)
Net income (loss)		31		77		119		(69	)	38		17		101		1
Net income (loss) attributable to:
Non-controlling interests		(3	)	(3	)	(3	)	(4	)	(2	)	(3	)	(2	)	(2	)
Shareholders of the Company		34		80		122		(65	)	40		20		103		3
Net income (loss)		31		77		119		(69	)	38		17		101		1

1. Total income from joint ventures as per the Company’s consolidated statements of income.

Adjusted funds from operations and adjusted funds from operations per share

AFFO and AFFO per share are measures of the Company’s ability to generate cash from its current operating activities to fund growth capital expenditures, the repayment of debt and the payment of common share dividends.

AFFO represents net cash flows from operating activities adjusted to:

• remove timing impacts of cash receipts and payments that may impact period-to-period comparability which include deductions for net finance expense and current income tax expense, the removal of deductions for interest paid and income taxes paid and removing changes in operating working capital,
• include the Company’s share of the AFFO of its joint venture interests and exclude distributions received from the Company’s joint venture interests which are calculated after the effect of non-operating activity joint venture debt payments,
• include cash from off-coal compensation that will be received annually,
• remove the tax equity financing project investors’ shares of AFFO associated with assets under tax equity financing structures so only the Company’s share is reflected in the overall metric,
• deduct sustaining capital expenditures and preferred share dividends,
• exclude the impact of fair value changes in certain unsettled derivative financial instruments that are charged or credited to the Company’s bank margin account held with a specific exchange counterparty, and
• include net expected cash outflows for the Company’s share of Line Loss Rule (LLR) Proceeding amounts in the period each tranche is paid by the Company.

A reconciliation of net cash flows from operating activities to adjusted funds from operations is as follows:

(unaudited, $ millions)	Three months endedSeptember 30				Nine months endedSeptember 30
	2022		2021		2022		2021
Net cash flows from operating activities per condensed interim consolidated statements of cash flows	370		347		893		682
Add (deduct) items included in calculation of net cash flows from operating activities per condensed interim consolidated statements of cash flows:
Interest paid	22		37		76		98
Realized gains on settlement of hedged interest rate derivatives	(27	)	-		(27	)	(12	)
Change in fair value of derivatives reflected as cash settlement	15		6		60		17
Distributions received from joint ventures	(4	)	(3	)	(6	)	(8	)
Miscellaneous financing charges paid 1	1		1		5		4
Income taxes paid (recovered)	7		(18	)	24		(13	)
Change in non-cash operating working capital	(46	)	(120	)	(151	)	(105	)
	(32	)	(97	)	(19	)	(19	)
Net finance expense 2	(20	)	(29	)	(80	)	(93	)
Current income tax expense 3	(15	)	(3	)	(39	)	(19	)
Sustaining capital expenditures 4	(20	)	(52	)	(75	)	(99	)
Preferred share dividends paid	(9	)	(12	)	(29	)	(38	)
Cash received for off-coal compensation	50		50		50		50
Remove tax equity interests’ respective shares of adjusted funds from operations	(1	)	(1	)	(9	)	(7	)
Adjusted funds from operations from joint ventures	5		3		16		12
Line Loss Rule Proceeding 5	-		-		-		(13	)
Adjusted funds from operations	328		206		708		456
Weighted average number of common shares outstanding (millions)	116.7		115.5		116.4		110.7
Adjusted funds from operations per share ($)	2.81		1.78		6.08		4.12

1. Included in other cash items on the condensed interim consolidated statements of cash flows to reconcile net income to net cash flows from operating activities.
2. Excludes unrealized changes on interest rate derivative contracts, amortization, accretion charges and non-cash implicit interest on tax equity investment structures.
3. For the three and nine months ended September 30, 2021, excludes current income tax expenses of $6 million and $14 million, respectively, related to the Genesee 3 and Keephills 3 swap transaction as these amounts are considered investing activities.
4. Includes sustaining capital expenditures net of partner contributions of $2 million and $4 million for the three and nine months ended September 30, 2022, respectively, compared with $1 million and $8 million for the three and nine months ended September 30, 2021, respectively.
5. Consistent with the Company’s definition of AFFO described above pertaining to the LLR Proceeding, AFFO for the three months and nine months ended September 30, 2021 is impacted only by the Company’s net obligations related to the 2006-2009 and 2010–2013 invoice tranches (see Contingent Liabilities, Other Legal Matters and Provisions).

Normalized earnings attributable to common shareholders and normalized earnings per share

The Company uses normalized earnings attributable to common shareholders and normalized earnings per share to measure performance by period on a comparable basis. Normalized earnings attributable to common shareholders and normalized earnings per share are based on net income (loss) attributable to shareholders of the Company according to GAAP and adjusted for items that are not reflective of performance in the period such as unrealized fair value changes, impairment charges, unusual tax adjustments, gains and losses on disposal of assets or unusual contracts, and foreign exchange gain or loss on the revaluation of U.S. dollar denominated debt. The adjustments, shown net of tax, consist of unrealized fair value changes on financial instruments that are not necessarily indicative of future actual realized gains or losses, non-recurring gains or losses, or gains or losses reflecting corporate structure decisions.

(unaudited, $ millions except per share amounts and number of common shares)		Three months ended
		Sep2022		Jun2022		Mar2022		Dec2021		Sep2021		Jun2021		Mar2021		Dec2020
Basic earnings (loss) per share ($)		0.21		0.59		0.96		(0.67	)	0.23		0.05		0.83		(0.09	)
Net income (loss) attributable to shareholders of the Company per condensed interim consolidated statements of income (loss)		34		80		122		(65	)	40		20		103		3
Preferred share dividends including Part VI.1 tax		(10	)	(11	)	(10	)	(13	)	(13	)	(14	)	(14	)	(13	)
Earnings (loss) attributable to common shareholders		24		69		112		(78	)	27		6		89		(10	)
Unrealized changes in fair value of derivatives 1		110		14		(2	)	83		48		25		(10	)	12
Genesee 2 forced outage		-		-		-		(5	)	(12	)	-		-		-
Provision for contingency		-		-		-		-		(6	)	6		-		-
Impairment losses (reversal)		-		-		-		41		6		(2	)	-		10
Reduction in applicable jurisdictional tax rates		-		-		-		10		-		-		(10	)	-
Provision for Line Loss Rule Proceeding		-		-		-		-		-		-		(1	)	1
Other		12		5		(2	)	4		-		-		-		-
Normalized earnings attributable to common shareholders		146		88		108		55		63		35		68		13
Weighted average number of common shares outstanding (millions)		116.7		116.4		116.2		116.0		115.5		109.7		106.8		105.7
Normalized earnings per share ($)		1.25		0.76		0.93		0.47		0.55		0.32		0.64		0.12

1. Includes impacts of the interest rate non-hedge held within a joint venture and recorded within income from joint venture on the Company’s condensed interim consolidated statements of income.

Forward-looking InformationForward-looking information or statements included in this press release are provided to inform the Company’s shareholders and potential investors about management’s assessment of Capital Power’s future plans and operations. This information may not be appropriate for other purposes. The forward-looking information in this press release is generally identified by words such as will, anticipate, believe, plan, intend, target, and expect or similar words that suggest future outcomes.

Material forward-looking information in this press release includes disclosures regarding (i) status of, and updates to, the Company’s 2022 AFFO and adjusted EBITDA guidance, (ii) expectations pertaining to the financial impacts of the acquisition and integration of Midland Cogen (see Significant Events), including the impacts to AFFO, AFFO per share and adjusted EBITDA, positioning for potential re-contracting following contract expiries in 2030 and 2035, and future site development opportunities, (iii) the timing of the investment decision for the Company’s potential CCS project, (iv) forecasted depreciation for the remainder of 2022 and (v) expectations pertaining to the use of proceeds from the offering of Green Hybrid Subordinated Notes and future Green Financings pursuant to the Company’s Green Financing Framework (see Significant Events).

These statements are based on certain assumptions and analyses made by the Company considering its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate including its review of purchased businesses and assets. The material factors and assumptions used to develop these forward-looking statements relate to: (i) electricity, other energy and carbon prices, (ii) performance, (iii) business prospects (including potential re-contracting of facilities) and opportunities including expected growth and capital projects, (iv) status of and impact of policy, legislation and regulations and (v) effective tax rates.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company’s expectations. Such material risks and uncertainties are: (i) changes in electricity, natural gas and carbon prices in markets in which the Company operates and the use of derivatives, (ii) regulatory and political environments including changes to environmental, climate, financial reporting, market structure and tax legislation, (iii) generation facility availability, wind capacity factor and performance including maintenance expenditures, (iv) ability to fund current and future capital and working capital needs, (v) acquisitions and developments including timing and costs of regulatory approvals and construction, (vi) changes in the availability of fuel, (vii) ability to realize the anticipated benefits of acquisitions, (viii) limitations inherent in the Company’s review of acquired assets, (ix) changes in general economic and competitive conditions and (x) changes in the performance and cost of technologies and the development of new technologies, new energy efficient products, services and programs. See Risks and Risk Management in both the Company’s Management’s Discussion and Analysis for the nine months ended September 30, 2022, prepared as of October 28, 2022 and the Company’s 2021 Integrated Annual Report, prepared as of February 23, 2022, for further discussion of these and other risks.

Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the specified approval date. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

About Capital PowerCapital Power (TSX: CPX) is a growth-oriented North American wholesale power producer with a strategic focus on sustainable energy headquartered in Edmonton, Alberta. We build, own, and operate high-quality, utility-scale generation facilities that include renewables and thermal. We have also made significant investments in carbon capture and utilization to reduce carbon impacts and are committed to be off coal in 2023. Capital Power owns approximately 7,400 MW of power generation capacity at 28 facilities across North America. Projects in advanced development include approximately 385 MW of owned renewable generation capacity in North Carolina and Alberta and 512 MW of incremental natural gas combined cycle capacity, from the repowering of Genesee 1 and 2 in Alberta.

For more information, please contact:

Media Relations:        Katherine Perron(780) 392-5335        kperron@capitalpower.com

Investor Relations:Randy Mah(780) 392-5305 or (866) 896-4636 (toll-free)investor@capitalpower.com