FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
UNDER the Securities Exchange Act of 1934
For the month of May, 2016
Commission File Number 001-15214
TRANSALTA CORPORATION
(Translation of registrant’s name into English)
110 - 12th Avenue S.W., Box 1900, Station “M”, Calgary, Alberta, T2P 2M1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F____ Form 40-F X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
I
The documents listed below in this Section and filed as Exhibits 13.1 and 13.2 to this form 6-K are hereby filed with the Securities and Exchange Commission for the purpose of being and hereby are incorporated by reference into the following registration statements filed by TransAlta Corporation under the Securities Act of 1933, as amended:
Form | Registration No. |
S-8 | 333-72454 |
S-8 | 333-101470 |
F-10 | 333-200773 |
II
The document listed below as Exhibit 99.1 to this Form 6-K is being furnished, not filed, and will not be incorporated by reference into any registration statement filed by TransAlta Corporation under the Securities Act of 1933, as amended:
99.1 | Press release dated May 3, 2016. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TransAlta Corporation | ||
By: /s/Donald Tremblay | ||
Donald Tremblay | ||
Chief Financial Officer |
Date: May 3, 2016
EXHIBIT INDEX
TransAlta Corporation
Condensed Consolidated Statements of Earnings (Loss)
(in millions of Canadian dollars except per share amounts)
3 months ended March 31 | ||||||||
2016 | 2015 | |||||||
(Unaudited) | (Restated)* | |||||||
Revenues | 568 | 593 | ||||||
Fuel and purchased power | 208 | 237 | ||||||
Gross margin | 360 | 356 | ||||||
Operations, maintenance, and administration | 123 | 134 | ||||||
Depreciation and amortization | 122 | 133 | ||||||
Restructuring | - | 7 | ||||||
Taxes, other than income taxes | 8 | 7 | ||||||
Operating income | 107 | 75 | ||||||
Finance lease income | 16 | 13 | ||||||
Net interest expense (Note 4) | (64) | (60) | ||||||
Foreign exchange gains (losses) | (6) | 1 | ||||||
Earnings before income taxes | 53 | 29 | ||||||
Income tax expense (recovery) (Note 5) | (18) | 43 | ||||||
Net earnings (loss) | 71 | (14) | ||||||
Net earnings (loss) attributable to: | ||||||||
TransAlta shareholders | 74 | (28) | ||||||
Non-controlling interests (Note 6) | (3) | 14 | ||||||
71 | (14) | |||||||
Net earnings (loss) attributable to TransAlta shareholders | 74 | (28) | ||||||
Preferred share dividends (Note 12) | 12 | 12 | ||||||
Net income (loss) attributable to common shareholders | 62 | (40) | ||||||
Weighted average number of common shares outstanding in the period (millions) |
288 | 277 | ||||||
Net earnings (loss) per share attributable to common shareholders, basic and diluted |
0.22 | (0.14) | ||||||
* See Note 2(A) for prior period restatements. | ||||||||
See accompanying notes. |
transalta corporation/Q1 2016 F1 |
TransAlta Corporation
Condensed Consolidated Statements of Comprehensive Income
(in millions of Canadian dollars)
3 months ended March 31 | |||||
2016 | 2015 | ||||
Unaudited | (Restated)* | ||||
Net earnings (loss) | 71 | (14) | |||
Net actuarial losses on defined benefit plans, net of tax(1) | (20) | (14) | |||
Gains on derivatives designated as cash flow hedges, net of tax(2) | - | 2 | |||
Total items that will not be reclassified subsequently to net earnings | (20) | (12) | |||
Gains (losses) on translating net assets of foreign operations(3) | (124) | 110 | |||
Gains (losses) on financial instruments designated as hedges of foreign operations, net of tax(4) |
62 | (64) | |||
Gains on derivatives designated as cash flow hedges, net of tax(5) | 8 | 152 | |||
Reclassification of (gains) losses on derivatives designated as cash flow hedges to net earnings, net of tax(6) |
38 | (75) | |||
Total items that will be reclassified subsequently to net earnings | (16) | 123 | |||
Other comprehensive income (loss) | (36) | 111 | |||
Total comprehensive income | 35 | 97 | |||
Total comprehensive income attributable to: | |||||
TransAlta shareholders | 35 | 80 | |||
Non-controlling interests (Note 6) | - | 17 | |||
35 | 97 | ||||
* See Note 2(A) for prior period restatements. | |||||
(1) Net of income tax recovery of 7 for the three months ended March 31, 2016 (2015 - 5 recovery). | |||||
(2) Net of income tax expense of nil for the three months ended March 31, 2016 (2015 - 1 expense). | |||||
(3) Net of income tax expense of $10 million for the three months ended March 31, 2016 (2015 - nil). | |||||
(4) Net of income tax expense of 4 for the three months ended March 31, 2016 (2015 - 9 recovery). | |||||
(5) Net of income tax expense of 25 for the three months ended March 31, 2016 (2015 - 47 expense). | |||||
(6) Net of income tax recovery of 3 for the three months ended March 31, 2016 (2015 - 25 expense). | |||||
See accompanying notes. |
F2 transalta corporation/Q1 2016 |
TransAlta Corporation
Condensed Consolidated Statements of Financial Position
(in millions of Canadian dollars)
Unaudited | March 31, 2016 | Dec. 31, 2015 | |||||
Cash and cash equivalents | 30 | 54 | |||||
Trade and other receivables (Note 8) | 457 | 567 | |||||
Prepaid expenses | 29 | 26 | |||||
Risk management assets (Notes 7 and 8) | 250 | 298 | |||||
Inventory | 219 | 219 | |||||
985 | 1,164 | ||||||
Long-term portion of finance lease receivables | 731 | 775 | |||||
Property, plant, and equipment (Note 9) | |||||||
Cost | 12,765 | 12,854 | |||||
Accumulated depreciation | (5,735) | (5,681) | |||||
7,030 | 7,173 | ||||||
Goodwill | 464 | 465 | |||||
Intangible assets | 363 | 369 | |||||
Deferred income tax assets | 74 | 71 | |||||
Risk management assets (Notes 7 and 8) | 771 | 797 | |||||
Other assets | 136 | 133 | |||||
Total assets | 10,554 | 10,947 | |||||
Accounts payable and accrued liabilities | 336 | 334 | |||||
Current portion of decommissioning and other provisions | 166 | 166 | |||||
Risk management liabilities (Notes 7 and 8) | 153 | 200 | |||||
Income taxes payable | 1 | 3 | |||||
Dividends payable (Note 11) | 26 | 63 | |||||
Current portion of long-term debt and finance lease obligations (Note 10) | 103 | 87 | |||||
785 | 853 | ||||||
Credit facilities, long-term debt, and finance lease obligations (Note 10) | 3,927 | 4,408 | |||||
Decommissioning and other provisions | 190 | 232 | |||||
Deferred income tax liabilities | 654 | 647 | |||||
Risk management liabilities (Notes 7 and 8) | 85 | 69 | |||||
Defined benefit obligation and other long-term liabilities | 371 | 348 |
Equity | |||||||
Common shares (Note 11) | 3,093 | 3,075 | |||||
Preferred shares (Note 12) | 942 | 942 | |||||
Contributed surplus | 9 | 9 | |||||
Deficit | (980) | (1,018) | |||||
Accumulated other comprehensive income | 314 | 353 | |||||
Equity attributable to shareholders | 3,378 | 3,361 | |||||
Non-controlling interests (Note 6) | 1,164 | 1,029 | |||||
Total equity | 4,542 | 4,390 | |||||
Total liabilities and equity | 10,554 | 10,947 | |||||
Commitments and contingencies (Note 13) | |||||||
See accompanying notes. |
transalta corporation/Q1 2016 F3 |
TransAlta Corporation
Condensed Consolidated Statements of Changes in Equity
(in millions of Canadian dollars)
3 months ended March 31, 2016 | |||||||||||||||||||||||
Unaudited | Common shares | Preferred shares | Contributed surplus |
Deficit | Accumulated other comprehensive income (loss) |
Attributable to shareholders |
Attributable to non-controlling interests |
Total | |||||||||||||||
Balance, Dec. 31, 2015 | 3,075 | 942 | 9 | (1,018) | 353 | 3,361 | 1,029 | 4,390 | |||||||||||||||
Net earnings (loss) | - | - | - | 74 | - | 74 | (3) | 71 | |||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||
Net losses on translating net assets of foreign operations, net of hedges and tax |
- | - | - | - | (62) | (62) | - | (62) | |||||||||||||||
Net gains on derivatives designated as cash flow hedges, net of tax |
- | - | - | - | 43 | 43 | 3 | 46 | |||||||||||||||
Net actuarial losses on defined benefits plans, net of tax | - | - | - | - | (20) | (20) | - | (20) | |||||||||||||||
Total comprehensive income (loss) | 74 | (39) | 35 | - | 35 | ||||||||||||||||||
Common share dividends | - | - | - | (12) | - | (12) | - | (12) | |||||||||||||||
Preferred share dividends | - | - | - | (12) | - | (12) | - | (12) | |||||||||||||||
Changes in non-controlling interests in TransAlta Renewables |
- | - | - | (12) | - | (12) | 176 | 164 | |||||||||||||||
Distributions paid, and payable, to non-controlling interests |
- | - | - | - | - | - | (41) | (41) | |||||||||||||||
Common shares issued |
18 | - | - | - | - | 18 | - | 18 | |||||||||||||||
Balance, March 31, 2016 | 3,093 | 942 | 9 | (980) | 314 | 3,378 | 1,164 | 4,542 | |||||||||||||||
See accompanying notes. | |||||||||||||||||||||||
3 months ended March 31, 2015 | |||||||||||||||||||||||
Unaudited | Common shares | Preferred shares | Contributed surplus |
Deficit (Restated)* |
Accumulated other comprehensive income (loss) |
Attributable to shareholders (Restated)* |
Attributable to non-controlling interests |
Total (Restated)* | |||||||||||||||
Balance, Dec. 31, 2014 | 2,999 | 942 | 9 | (770) | 104 | 3,284 | 594 | 3,878 | |||||||||||||||
Net earnings (loss) | - | - | - | (28) | - | (28) | 14 | (14) | |||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||
Net gains on translating net assets of foreign operations, net of hedges and tax |
- | - | - | - | 46 | 46 | - | 46 | |||||||||||||||
Net gains on derivatives designated as cash flow hedges, net of tax |
- | - | - | - | 76 | 76 | 3 | 79 | |||||||||||||||
Net actuarial losses on defined benefits plans, net of tax | - | - | - | - | (14) | (14) | - | (14) | |||||||||||||||
Total comprehensive income (loss) | (28) | 108 | 80 | 17 | 97 | ||||||||||||||||||
Common share dividends | - | - | - | (50) | - | (50) | - | (50) | |||||||||||||||
Preferred share dividends | - | - | - | (12) | - | (12) | - | (12) | |||||||||||||||
Distributions paid, and payable, to non-controlling interests |
- | - | - | - | - | - | (20) | (20) | |||||||||||||||
Common shares issued | 20 | - | - | - | - | 20 | - | 20 | |||||||||||||||
Balance, March 31, 2015 | 3,019 | 942 | 9 | (860) | 212 | 3,322 | 591 | 3,913 | |||||||||||||||
* See Note 2(A) for prior period restatements. | |||||||||||||||||||||||
See accompanying notes. |
transalta corporation/Q1 2016 F5 |
TransAlta Corporation
Condensed Consolidated Statements of Cash Flows
(in millions of Canadian dollars)
3 months ended March 31 | ||||
Unaudited | 2016 | 2015 | ||
Operating activities | ||||
Net earnings (loss) | 71 | (14) | ||
Depreciation and amortization | 136 | 147 | ||
Accretion of provisions | 6 | 5 | ||
Decommissioning and restoration costs settled | (3) | (5) | ||
Deferred income tax expense (recovery) (Note 5) | (23) | 37 | ||
Unrealized (gains) losses from risk management activities | (2) | 36 | ||
Unrealized foreign exchange losses | 5 | 7 | ||
Provisions | 1 | (9) | ||
Other non-cash items | (10) | (2) | ||
Cash flow from operations before changes in working capital | 181 | 202 | ||
Change in non-cash operating working capital balances | 94 | (49) | ||
Cash flow from operating activities | 275 | 153 | ||
Investing activities | ||||
Additions to property, plant, and equipment (Note 9) | (85) | (124) | ||
Additions to intangibles | (4) | (6) | ||
Proceeds on sale of property, plant, and equipment | 1 | 1 | ||
Realized gains (losses) on financial instruments | 2 | (6) | ||
Net increase in collateral paid to counterparties | - | (4) | ||
Decrease in finance lease receivable | 14 | 1 | ||
Other | 1 | - | ||
Change in non-cash investing working capital balances | 4 | (5) | ||
Cash flow used in investing activities | (67) | (143) | ||
Financing activities | ||||
Net increase (decrease) in borrowings under credit facilities (Note 10) | (315) | 583 | ||
Repayment of long-term debt | (7) | (633) | ||
Issuance of long-term debt (Note 10) | 17 | 45 | ||
Dividends paid on common shares (Note 11) | (34) | (30) | ||
Dividends paid on preferred shares (Note 12) | (12) | (12) | ||
Net proceeds on sale of non-controlling interest in subsidiary (Note 3) | 162 | - | ||
Realized gains on financial instruments | - | 76 | ||
Distributions paid to subsidiaries' non-controlling interests (Note 6) | (39) | (19) | ||
Decrease in finance lease obligation | (3) | (3) | ||
Other | 1 | - | ||
Cash flow from (used in) financing activities | (230) | 7 | ||
Cash flow from (used in) operating, investing, and financing activities | (22) | 17 | ||
Effect of translation on foreign currency cash | (2) | 1 | ||
Increase (decrease) in cash and cash equivalents | (24) | 18 | ||
Cash and cash equivalents, beginning of period | 54 | 43 | ||
Cash and cash equivalents, end of period | 30 | 61 | ||
Cash income taxes paid | 8 | 14 | ||
Cash interest paid | 21 | 41 | ||
See accompanying notes. |
F6 transalta corporation/Q1 2016 |
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Tabular amounts in millions of Canadian dollars, except as otherwise noted)
1. Accounting Policies
A. Basis of Preparation
These unaudited interim condensed consolidated financial
statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial
Reporting using the same accounting policies as those used in TransAlta Corporation’s (“TransAlta” or the
“Corporation”) most recent annual consolidated financial statements, except as outlined in
Note 2(A). These unaudited interim condensed consolidated financial statements do not include all of the disclosures included
in the Corporation’s annual consolidated financial statements. Accordingly, they should be read in conjunction with the Corporation’s
most recent annual consolidated financial statements which are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
The unaudited interim condensed consolidated financial statements include the accounts of the Corporation and the subsidiaries that it controls.
The unaudited interim condensed consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, which are stated at fair value.
These unaudited interim condensed consolidated financial statements reflect all adjustments which consist of normal recurring adjustments and accruals that are, in the opinion of management, necessary for a fair presentation of results. TransAlta’s results are partly seasonal due to the nature of the electricity market and related fuel costs. Higher maintenance costs are ordinarily incurred in the second and third quarters when electricity prices are expected to be lower, as electricity prices generally increase in the winter months in the Canadian market.
These unaudited interim condensed consolidated financial statements were authorized for issue by the Audit Committee on behalf of the Board of Directors on May 2, 2016.
B. Use of Estimates and Significant Judgments
The preparation of these unaudited interim condensed consolidated financial statements in accordance with IAS 34 requires management to use judgment and make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosures of contingent assets and liabilities. These estimates are subject to uncertainty. Actual results could differ from these estimates due to factors such as fluctuations in interest rates, foreign exchange rates, inflation and commodity prices, and changes in economic conditions, legislation, and regulations. Refer to Note 2(Z) of the Corporation’s most recent annual consolidated financial statements for information regarding judgments and estimates. An additional judgment applied in the first quarter of 2016 with respect to operating and reportable segments is described in Note 2(A).
transalta corporation/Q1 2016 F7 |
2. Significant Accounting Policies
A. Current Accounting Changes
I. Operating and Reportable Segments
Beginning this quarter, the Corporation has chosen to disaggregate presentation of the previous Gas reportable segment into its two operating segments; Canadian Gas and Australian Gas. Previously included legacy costs of the non-operating U.S. Gas function have been reallocated to U.S. Coal to align with management’s internal monitoring practices. Comparative segmented results for 2015 have been restated to align with separate reporting of the two segments and the reallocation of the non-operating costs.
II. Restatement of a Prior Quarter
During the fourth quarter of 2015, the Corporation restated
the statement of earnings of the first quarter of 2015, to increase
deferred tax expense by $47 million. As a result, net earnings attributable to common shareholders of the first quarter of 2015
has decreased from $7 million to a net loss of $40 million. The adjustment is due to the correction of the tax basis of an internally
transferred asset as part of the reorganization of companies giving effect to the sale of an economic interest in Australian assets
to TransAlta Renewables Inc. (“TransAlta Renewables”), which closed during the second quarter of 2015. Comparative
information of the first quarter of 2015 presented in this document has been adjusted accordingly.
B. Future Accounting Changes
Accounting standards that have been previously issued by the International Accounting Standards Board (“IASB”) but are not yet effective, and have not been applied by the Corporation include IFRS 9 Financial Instruments, IFRS 15 Revenue from Contracts with Customers, and IFRS 16 Leases. Refer to Note 3 of the Corporation’s most recent annual consolidated financial statements for information regarding the requirements of IFRS 9, IFRS 15, and IFRS 16.
3. Significant Events
Investment in Sarnia Cogeneration Plant, Le Nordais Wind Farm, and Ragged Chute Hydro Facility by TransAlta Renewables
On Jan. 6, 2016, TransAlta Renewables completed its investment in an economic interest based on the cash flows of the Corporation’s Sarnia cogeneration plant, Le Nordais wind farm, and Ragged Chute hydro facility (the “Canadian Assets”) for a combined value of approximately $540 million. The Canadian Assets consist of approximately 611 MW of highly contracted power generation assets located in Ontario and Quebec. The transaction was originally announced on Nov. 23, 2015. The Corporation will continue to own, manage, and operate the Canadian Assets.
As consideration, TransAlta Renewables provided to the Corporation
$173 million in cash, issued 15,640,583 common shares with an aggregate value of $152 million, and issued a $215 million convertible
unsecured subordinated debenture. The debenture issued by TransAlta Renewables to the Corporation is
on an interest-only basis at a coupon of 4.5 per cent per annum payable semi-annually in arrears on June 30th and December 31st
and will mature on Dec. 31, 2020. On the maturity date, the Corporation will have the right, at its sole option, to convert the
outstanding principal amount of the debenture, in whole or in part, into common shares of TransAlta Renewables at a conversion
price of $13.16 per common share, being a
35 per cent premium to the offering price on the closing date of the investment in the Canadian Assets.
If TransAlta does not exercise its conversion option, TransAlta Renewables may satisfy the principal obligation through issuance
of common shares with a unit value corresponding to 95 per cent of its then-current common share value.
TransAlta Renewables funded the cash proceeds through the public issuance of 17,692,750 subscription receipts at a price of $9.75 per subscription receipt. Upon the closing of the transaction, each holder of subscription receipts received one common share of TransAlta Renewables and a cash dividend equivalent payment of $0.07 for each subscription receipt held. As a result, TransAlta Renewables issued 17,692,750 common shares and paid a total dividend equivalent of $1 million. Share issuance costs amounted to $8 million, net of $2 million income tax recovery. On Jan. 6, 2016, TransAlta Renewables declared a dividend increase of 5 per cent.
F8 transalta corporation/Q1 2016 |
4. Net Interest Expense
The components of net interest expense are as follows:
3 months ended March 31 | 2016 | 2015 | |
Interest on debt | 60 | 57 | |
Capitalized interest | (3) | (3) | |
Interest on finance lease obligations | 1 | 1 | |
Accretion of provisions | 6 | 5 | |
Net interest expense | 64 | 60 |
5. Income Taxes
The components of income tax expense (recovery) are as follows:
2016 | 2015 | |
3 months ended March 31 | (Restated)* | |
Current income tax expense | 5 | 7 |
Adjustments in respect of current income tax of prior periods | - | (1) |
Deferred income tax recovery related to the origination and reversal of temporary differences |
(1) | (3) |
Deferred income tax expense related to temporary difference on investment in subsidiary(1) |
- | 55 |
Deferred income tax expense resulting from changes in tax rates or laws(2) | 1 | - |
Deferred income tax recovery arising from the writedown of deferred income tax assets(3) | (23) | (15) |
Income tax expense (recovery) | (18) | 43 |
* See Note 2(A) for prior period restatements. |
(1) In order to give effect to the sale of an economic interest in Australian assets to TransAlta Renewables, a reorganization of certain TransAlta subsidiaries was completed. The reorganization resulted in the recognition of a $55 million deferred tax liability on TransAlta’s investment in a subsidiary. The deferred tax liability had not been recognized previously, as prior to the reorganization, the taxable temporary difference was not expected to reverse in the foreseeable future.
(2) Impact of increase in New Brunswick corporate income tax rate from 12 per cent to 14 per cent, enacted Feb. 3, 2016.
(3) During the three months ended March 31, 2016, the Corporation reversed a previous writedown of deferred income tax assets of $23 million (2015 - $15 million) of which $10 million represented an adjustment in respect of deferred income tax of prior periods. The remaining deferred income tax assets mainly relate to the tax benefits of losses associated with the Corporation’s directly owned U.S. operations. The Corporation had written these assets off as it was no longer considered probable that sufficient future taxable income would be available from the Corporation’s directly owned U.S. operations to utilize the underlying tax losses, due to reduced price growth expectations. Recognized other comprehensive income during the period has given rise to taxable temporary differences, which forms the primary basis for utilization of some of the tax losses and the reversal of the writedown.
Presented in the Condensed Consolidated Statements of Earnings as follows:
2016 | 2015 | |
3 months ended March 31 | (Restated)* | |
Current income tax expense | 5 | 6 |
Deferred income tax expense (recovery) | (23) | 37 |
Income tax expense (recovery) | (18) | 43 |
* See Note 2(A) for prior period restatements. |
transalta corporation/Q1 2016 F9 |
6. Non-Controlling Interests
Summarized financial information relating to subsidiaries with significant non-controlling interests is as follows:
A. TransAlta Renewables
Amounts attributable to the non-controlling interests include the 17 per cent non-controlling interest in its Kent Hills wind farm.
The Corporation’s share of ownership and equity participation were as follows over the current and comparative periods:
Period | Ownership and voting rights percentage | Equity participation percentage | ||||
April 29, 2014 to May 6, 2015 | 70.3 | 70.3 | ||||
May 7, 2015 to Nov. 25, 2015 | 76.1 | 72.8 | ||||
Nov. 26, 2015 to Jan. 5, 2016 | 66.6 | 62.0 | ||||
Jan. 6, 2016 and thereafter | 64.0 | 59.8 |
As the Class B shares in the capital of TransAlta Renewables issued to the Corporation were determined to constitute financial liabilities of TransAlta Renewables and do not participate in earnings until commissioning of South Hedland, they are excluded from the allocation of equity and earnings.
3 months ended March 31 | 2016 | 2015 |
Revenues | 68 | 68 |
Net earnings (loss) | (35) | 21 |
Total comprehensive income (loss) | (36) | 21 |
Amounts attributable to the non-controlling interests: | ||
Net earnings (loss) | (14) | 7 |
Total comprehensive income (loss) | (14) | 7 |
Distributions paid to non-controlling interests | 20 | 8 |
As at | March 31, 2016 | Dec. 31, 2015 |
Current assets | 86 | 74 |
Long-term assets | 3,754 | 3,262 |
Current liabilities | (183) | (190) |
Long-term liabilities | (1,405) | (1,120) |
Total equity | (2,252) | (2,026) |
Equity attributable to non-controlling interests | (927) | (787) |
Non-controlling interests share (per cent) | 40.2 | 38.0 |
F10 transalta corporation/Q1 2016 |
B. TransAlta Cogeneration L.P.
3 months ended March 31 | 2016 | 2015 |
Revenues | 77 | 75 |
Net earnings | 21 | 15 |
Total comprehensive income | 27 | 19 |
Amounts attributable to the non-controlling interest: | ||
Net earnings | 11 | 7 |
Total comprehensive income | 14 | 10 |
Distributions paid to the non-controlling interest | 19 | 12 |
As at | March 31, 2016 | Dec. 31, 2015 |
Current assets | 80 | 82 |
Long-term assets | 516 | 535 |
Current liabilities | (77) | (75) |
Long-term liabilities | (42) | (54) |
Total equity | (477) | (488) |
Equity attributable to the non-controlling interest | (237) | (242) |
Non-controlling interest share (per cent) | 49.99 | 49.99 |
7. Financial Instruments
A. Financial Assets and Liabilities – Measurement
Financial assets and financial liabilities are measured on an ongoing basis at cost, fair value, or amortized cost.
B. Fair Value of Financial Instruments
I. Level I, II, and III Fair Value Measurements
The Level I, II, and III classifications in the fair value hierarchy utilized by the Corporation are defined below. The fair value measurement of a financial instrument is included in only one of the three levels, the determination of which is based on the lowest level input that is significant to the derivation of the fair value.
a. Level I
Fair values are determined using inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date. In determining Level I fair values, the Corporation uses quoted prices for identically traded commodities obtained from active exchanges such as the New York Mercantile Exchange.
b. Level II
Fair values are determined, directly or indirectly, using inputs that are observable for the asset or liability.
Fair values falling within the Level II category are determined through the use of quoted prices in active markets, which in some cases are adjusted for factors specific to the asset or liability, such as basis, credit valuation, and location differentials.
transalta corporation/Q1 2016 F11 |
The Corporation’s commodity risk management Level II financial instruments include over-the-counter derivatives with values based on observable commodity futures curves and derivatives with inputs validated by broker quotes or other publicly available market data providers. Level II fair values are also determined using valuation techniques, such as option pricing models and regression or extrapolation formulas, where the inputs are readily observable, including commodity prices for similar assets or liabilities in active markets, and implied volatilities for options.
In determining Level II fair values of other risk management assets and liabilities and long-term debt measured and carried at fair value, the Corporation uses observable inputs other than unadjusted quoted prices that are observable for the asset or liability, such as interest rate yield curves and currency rates. For certain financial instruments where insufficient trading volume or lack of recent trades exists, the Corporation relies on similar interest or currency rate inputs and other third-party information such as credit spreads.
c. Level III
Fair values are determined using inputs for the assets or liabilities that are not readily observable.
The Corporation may enter into commodity transactions for which market-observable data is not available. In these cases, Level
III fair values are determined using valuation techniques such as the Black-Scholes, mark-to-forecast, and historical bootstrap
models with inputs that are based on historical data such as unit availability, transmission congestion, demand profiles for individual
non-standard deals and structured products, and/or volatilities and correlations between products derived from historical prices.
The Corporation also has commodity contracts with terms that extend beyond a liquid trading period. As forward market prices are not available for the full period of these contracts, the value of these contracts is derived by reference to a forecast that is based on a combination of external and internal fundamental modelling, including discounting. As a result, these contracts are classified in Level III.
The Corporation has a Commodity Exposure Management Policy (the “Policy”), which governs both the commodity transactions undertaken in its proprietary trading business and those undertaken to manage commodity price exposures in its generation business. The Policy defines and specifies the controls and management responsibilities associated with commodity trading activities, as well as the nature and frequency of required reporting of such activities.
Methodologies and procedures regarding commodity risk management
Level III fair value measurements are determined by the Corporation’s risk management department. Level III fair values are
calculated within the Corporation’s energy trading risk management system based on underlying contractual data as well as
observable and non-observable inputs. Development of
non-observable inputs requires the use of judgment. To ensure reasonability, system-generated Level III fair value measurements
are reviewed and validated by the risk management and finance departments. Review occurs formally on a quarterly basis or more
frequently if daily review and monitoring procedures identify unexpected changes to fair value or changes to key parameters.
Information on risk management contracts or groups of risk management contracts that are included in Level III measurements and the related unobservable inputs and sensitivities, is as follows, and excludes the effects on fair value of observable inputs such as liquidity and credit discount (described as “base fair values”), as well as inception gains or losses.
Sensitivity ranges for the base fair values are determined using reasonably possible alternative assumptions for the key unobservable inputs, which may include forward commodity prices, commodity volatilities and correlations, delivery volumes, and shapes.
F12 transalta corporation/Q1 2016 |
As at | March 31, 2016 | Dec. 31, 2015 | ||
Description | Base fair value | Sensitivity | Base fair value | Sensitivity |
Long-term power sale - U.S. | 836 | +114 | 863 | +125 |
-177 | -186 | |||
Long-term power sale - Alberta | (5) | +11 | (13) | +13 |
-9 | -7 | |||
Unit contingent power purchases | (47) | +6 | (70) | +9 |
-4 | -8 | |||
Structured products - Eastern U.S. | 34 | +9 | 18 | +6 |
-9 | -4 | |||
Hydro slice products - Western U.S. | (8) | +1 | (6) | +1 |
-1 | -4 | |||
Others | (1) | +2 | (3) | +2 |
-3 | -2 |
i. Long-Term Power Sale - U.S.
The Corporation has a long-term fixed price power sale contract in the U.S. for delivery of power at the following capacity levels: 280 MW through Nov. 30, 2016, 380 MW through Dec. 31, 2024, and 300 MW through Dec. 31, 2025. The contract is designated as an all-in-one cash flow hedge.
For periods beyond 2017, market forward power prices are not readily observable. For these periods, fundamental-based forecasts and market indications have been used to determine proxies for base, high, and low power price scenarios. The base price forecast has been developed by averaging external fundamental based forecasts (providers are independent and widely accepted as industry experts for scenario and planning views). Forward power price ranges per MWh used in determining the Level III base fair value at March 31, 2016 are US$28 - US$45 (Dec. 31, 2015 - US$28 - US$45).
The contract is denominated in US dollars. With the weakening
of the US dollar relative to the Canadian dollar from
Dec. 31, 2015 to March 31, 2016, the base fair value and the sensitivity values have decreased by approximately
$46 million and $10 million, respectively, as a result of the currency movement.
ii. Long-Term Power Sale - Alberta
The Corporation has a long-term 12.5 MW fixed price power sale contract (monthly shaped) in the Alberta market through December 2024. The contract is accounted for as held for trading.
For periods beyond 2022, market forward power prices are not readily observable. For these periods, fundamental-based price forecasts and market indications have been used as proxies to determine base, high, and low power price scenarios. The base scenario uses the most recent price view from an independent external forecasting service that is accepted within industry as an expert in the Alberta market. Forward power price ranges per MWh used in determining the Level III base fair value at March 31, 2016 are $84 - $96 (Dec. 31, 2015 - $86 - $93).
transalta corporation/Q1 2016 F13 |
iii. Unit Contingent Power Purchases
Under the unit contingent power purchase agreements the Corporation has agreed to purchase power contingent upon the actual generation of specific units owned and operated by third parties. Under these types of agreements, the purchaser pays the supplier an agreed upon fixed price per MWh of output multiplied by the pro rata share of actual unit production (nil if a plant outage occurs). The contracts are accounted for as held for trading.
The key unobservable inputs used in the valuations are delivered volume expectations and hourly shapes of production. Hourly shaping of the production will result in realized prices that may be at a discount (or premium) relative to the average settled power price. Reasonably possible alternative inputs were used to determine sensitivity on the fair value measurements.
In particular, a one standard deviation movement upward and downward in the volumetric and price discount rates was assessed. This analysis is based on historical production data of the generation units for available history. Price and volumetric discount ranges per MWh used in the Level III base fair value measurement at March 31, 2016 are 0 per cent to 2.8 per cent (Dec. 31, 2015 - 0 per cent to 2.8 per cent) and 1.7 per cent to 7.4 per cent (Dec. 31, 2015 – 1.7 per cent to 7.4 per cent), respectively.
iv. Structured Products - Eastern U.S.
The Corporation has fixed priced power and heat rate contracts in the eastern United States. Under the fixed priced power contracts the Corporation has agreed to buy or sell power at non-liquid locations, or during non-standard hours. The Corporation has also bought and sold heat rate contracts at both liquid and non-liquid locations. Under a heat rate contract, the buyer has the right to purchase power at times when the market heat rate is higher than the contractual heat rate.
The key unobservable inputs in the valuation of the fixed priced power contracts are market forward spreads and non-standard shape factors. A historical regression analysis has been performed to model the spreads between non-liquid and liquid hubs. The non-standard shape factors have been determined using the historical data. Basis relationship and non-standard shape factors used in the Level III base fair value measurement at March 31, 2016 are 82 per cent to 129 per cent and 65 per cent to 110 per cent (Dec. 31, 2015 – 85 per cent to 116 per cent and 65 per cent to 109 per cent), respectively.
The key unobservable inputs in the valuation of the heat rate contracts are implied volatilities and correlations. Implied volatilities and correlations used in the Level III base fair value measurement at March 31, 2016 are 18 per cent to 52 per cent and 39 per cent to 80 per cent (Dec. 31, 2015 – 18 per cent to 71 per cent and 39 per cent to 80 per cent), respectively.
v. Hydro Slice Products – Western U.S.
The Corporation has agreed to purchase power contingent upon the actual generation of specific hydro units owned and operated by third parties. Under these types of agreements, the purchaser pays the supplier an agreed upon fixed capacity payment. The contracts are accounted for as held for trading.
The key unobservable inputs used in the valuations are delivered volume expectations. Reasonably possible alternative inputs were used to determine sensitivity on the fair value measurements. This analysis is based on historical production of the generation units for available history. Volumes used in the Level III base fair value measurement at March 31, 2016 are within the 50th percentile of the historical production (Dec. 31, 2015 – 50th percentile).
II. Commodity Risk Management Assets and Liabilities
Commodity risk management assets and liabilities include risk management assets and liabilities that are used in the energy marketing and generation businesses in relation to trading activities and certain contracting activities. To the extent applicable, changes in net risk management assets and liabilities for non-hedge positions are reflected within earnings of these businesses.
F14 transalta corporation/Q1 2016 |
The following tables summarize the key factors impacting the fair value of the commodity risk management assets and liabilities by classification level during the three months ended March 31, 2016 and 2015, respectively:
Hedges | Non-Hedges | Total | |||||||||
Level I | Level II | Level III | Level I | Level II | Level III | Level I | Level II | Level III | |||
Net risk management assets (liabilities) at Dec. 31, 2015 |
- | (58) | 640 | - | 128 | (98) | - | 70 | 542 | ||
Changes attributable to: | |||||||||||
Market price changes on existing contracts |
- | 30 | 66 | - | 34 | (22) | - | 64 | 44 | ||
Market price changes on new contracts |
- | 1 | - | - | 3 | 4 | - | 4 | 4 | ||
Contracts settled | - | 4 | (13) | - | (82) | 65 | - | (78) | 52 | ||
Change in foreign exchange rates | - | 4 | (68) | - | (4) | 2 | - | - | (66) | ||
Net risk management assets (liabilities) at March 31, 2016 |
- | (19) | 625 | - | 79 | (49) | - | 60 | 576 | ||
Additional Level III information: | |||||||||||
Losses recognized in OCI | (2) | - | (2) | ||||||||
Total gains (losses) included in earnings before income taxes |
13 | (16) | (3) | ||||||||
Unrealized gains included in earnings before income taxes relating to net liabilities held at March 31, 2016 |
- | 49 | 49 |
Hedges | Non-Hedges | Total | |||||||||
Level I | Level II | Level III | Level I | Level II | Level III | Level I | Level II | Level III | |||
Net risk management assets (liabilities) at Dec. 31, 2014 |
- | (59) | 314 | - | 180 | (97) | - | 121 | 217 | ||
Changes attributable to: | |||||||||||
Market price changes on existing contracts |
- | 17 | 69 | - | 11 | (9) | - | 28 | 60 | ||
Market price changes on new contracts | - | - | - | - | (5) | (2) | - | (5) | (2) | ||
Contracts settled | - | 5 | (7) | - | (79) | 42 | - | (74) | 35 | ||
Change in foreign exchange rates | - | (6) | 47 | - | 9 | (4) | - | 3 | 43 | ||
Net risk management assets (liabilities) at March 31, 2015 |
- | (43) | 423 | - | 116 | (70) | - | 73 | 353 | ||
Additional Level III information: | |||||||||||
Gains recognized in OCI | 116 | - | 116 | ||||||||
Total gains (losses) included in earnings before income taxes |
7 | (15) | (8) | ||||||||
Unrealized gains included in earnings before income taxes relating to net liabilities held at March 31, 2015 |
- | 27 | 27 |
transalta corporation/Q1 2016 F15 |
Significant changes in commodity net risk management assets (liabilities) during the three months ended March 31, 2016 are primarily attributable to the following factors:
§ | increases in value related to market movements for power contracts in Alberta (Level II hedges); |
§ | changes in value of the long-term power sale contract (Level III hedge) as discussed in the preceding section (B)(I)(c)(i) of this note; |
§ | maturities and increases in value related to market movements for power contracts in the Pacific
Northwest (Level II non-hedge); and |
§ | settlement and maturities of unit contingent power purchases described in the section (B)(I)(c)(iii)
of this note (Level III non-hedges) |
§ |
III. Other Risk Management Assets and Liabilities
Other risk management assets and liabilities primarily include
risk management assets and liabilities that are used in hedging
non-energy marketing transactions, such as interest rates, the net investment in foreign operations, and other foreign currency
risks. Changes in other risk management assets and liabilities related to hedge positions are reflected within net earnings when
such transactions have settled during the period or when ineffectiveness exists in the hedging relationship.
Other risk management assets and liabilities with a total
net asset fair value of $147 million as at March 31, 2016
(Dec. 31, 2015 - $214 million net asset) are classified as Level II fair value measurements. The significant changes in other net
risk management assets during the period ended March 31, 2016 are primarily attributable to the weakening of the US dollar relative
to the Canadian dollar on the Corporation’s foreign currency hedges.
IV. Other Financial Assets and Liabilities
The fair value of financial assets and liabilities measured at other than fair value is as follows:
Fair value | Total carrying value | ||||
Level I | Level II | Level III | Total | ||
Long-term debt(1) - March 31, 2016 | - | 3,488 | - | 3,488 | 3,886 |
Long-term debt(1) - Dec. 31, 2015 | - | 4,067 | - | 4,067 | 4,344 |
(1) Includes current portion and excludes $65 million (Dec. 31, 2015 - $69 million) of debt measured and carried at fair value. |
The fair values of the Corporation’s debentures and
senior notes are determined using prices observed in secondary markets.
Non-recourse and other long-term debt fair values are determined by calculating an implied price based on a current assessment
of the yield to maturity.
The carrying amount of other short-term financial assets and liabilities (cash and cash equivalents, trade and other accounts receivable, accounts payable and accrued liabilities, and dividends payable) approximates fair value due to the liquid nature of the asset or liability.
F16 transalta corporation/Q1 2016 |
C. Inception Gains and Losses
The majority of derivatives traded by the Corporation are based on adjusted quoted prices on an active exchange or extend beyond the time period for which exchange-based quotes are available. The fair values of these derivatives are determined using inputs that are not readily observable. Refer to section B of this note for fair value Level III valuation techniques used. In some instances, a difference may arise between the fair value of a financial instrument at initial recognition (the “transaction price”) and the amount calculated through a valuation model. This unrealized gain or loss at inception is recognized in net earnings (loss) only if the fair value of the instrument is evidenced by a quoted market price in an active market, observable current market transactions that are substantially the same, or a valuation technique that uses observable market inputs. Where these criteria are not met, the difference is deferred on the Condensed Consolidated Statements of Financial Position in risk management assets or liabilities, and is recognized in net earnings (loss) over the term of the related contract. The difference between the transaction price and the fair value determined using a valuation model, yet to be recognized in net earnings, and a reconciliation of changes is as follows:
3 months ended March 31 | 2016 | 2015 | |||
Unamortized net gain at beginning of period | 202 | 188 | |||
New inception gains | 2 | 1 | |||
Change in foreign exchange rates | (12) | 16 | |||
Amortization recorded in net earnings during the period | (18) | (20) | |||
Unamortized net gain at end of period | 174 | 185 |
transalta corporation/Q1 2016 F17 |
8. Risk Management Activities
A. Net Risk Management Assets and Liabilities
Aggregate net risk management assets and (liabilities) are as follows:
As at March 31, 2016 | |||||||
Net investment hedges | Cash flow hedges | Fair value hedges | Not designated as a hedge |
Total | |||
Commodity risk management | |||||||
Current | - | 59 | - | 29 | 88 | ||
Long-term | - | 547 | - | 1 | 548 | ||
Net commodity risk management assets | - | 606 | - | 30 | 636 | ||
Other | |||||||
Current | 4 | 8 | - | (3) | 9 | ||
Long-term | - | 137 | 5 | (4) | 138 | ||
Net other risk management assets (liabilities) | 4 | 145 | 5 | (7) | 147 | ||
Total net risk management assets | 4 | 751 | 5 | 23 | 783 |
As at Dec. 31, 2015 | |||||||
Net investment hedges |
Cash flow hedges | Fair value hedges | Not designated as a hedge |
Total | |||
Commodity risk management | |||||||
Current | - | 31 | - | 57 | 88 | ||
Long-term | - | 551 | - | (27) | 524 | ||
Net commodity risk management assets | - | 582 | - | 30 | 612 | ||
Other | |||||||
Current | (7) | 20 | - | (3) | 10 | ||
Long-term | - | 207 | 5 | (8) | 204 | ||
Net other risk management assets (liabilities) | (7) | 227 | 5 | (11) | 214 | ||
Total net risk management assets (liabilities) | (7) | 809 | 5 | 19 | 826 |
B. Nature and Extent of Risks Arising from Financial Instruments
The following discussion is limited to the nature and extent of certain risks arising from financial instruments, which are also more fully discussed in Note 14(B) of the Corporation’s most recent annual consolidated financial statements.
I. Commodity Price Risk
Value at Risk (“VaR”) is the most commonly used metric employed to track and manage the market risk associated with commodity and other derivatives. VaR is used to determine the potential change in value of the Corporation’s proprietary trading portfolio, over a three day period within a 95 per cent confidence level, resulting from normal market fluctuations. VaR is estimated using the historical variance - covariance approach.
F18 transalta corporation/Q1 2016 |
a. Commodity Price Risk - Proprietary Trading
The Corporation’s Energy Marketing Segment conducts proprietary trading activities and uses a variety of instruments to manage risk, earn trading revenue, and gain market information.
VaR at March 31, 2016 associated with the Corporation’s
proprietary trading activities was $3 million (Dec. 31, 2015 -
$5 million).
b. Commodity Price Risk - Generation
Various commodity contracts and other financial instruments
are used to manage the commodity price risk associated with the Corporation’s electricity generation, fuel purchases, emissions,
and byproducts, as considered appropriate. VaR at
March 31, 2016 associated with the Corporation’s commodity derivative instruments used in these hedging activities was
$23 million (Dec. 31, 2015 - $24 million). VaR at March 31, 2016 associated with positions and economic hedges that do not meet
hedge accounting requirements was $2 million (Dec. 31, 2015 - $1 million).
II. Currency Rate Risk
The Corporation has exposure to various currencies, such as the euro, the US dollar, the Japanese yen, and the Australian dollar, as a result of investments and operations in foreign jurisdictions, the net earnings from those operations, and the acquisition of equipment and services from foreign suppliers. Further discussion on Currency Rate Risk can be found in Note 14(B)(c) of the Corporation’s most recent annual consolidated financial statements.
III. Credit Risk
Credit risk is the risk that customers or counterparties will cause a financial loss for the Corporation by failing to discharge their obligations, and the risk to the Corporation associated with changes in creditworthiness of entities with which commercial exposures exist. The Corporation actively manages its exposure to credit risk by assessing the ability of counterparties to fulfill their obligations under the related contracts prior to entering into such contracts. TransAlta is exposed to minimal credit risk for Alberta Coal PPAs as receivables are substantially all secured by letters of credit.
The Corporation uses external credit ratings, as well as internal ratings in circumstances where external ratings are not available, to establish credit limits for customers and counterparties. In certain cases, the Corporation will require security instruments such as parental guarantees, letters of credit, cash collateral or third party credit insurance to reduce overall credit risk. The following table outlines the Corporation’s maximum exposure to credit risk without taking into account collateral held or right of set-off, including the distribution of credit ratings, as at March 31, 2016:
Investment grade (Per cent) |
Non-investment grade (Per cent) |
Total (Per cent) |
Total amount | |||||
Trade and other receivables(1) | 89 | 11 | 100 | 457 | ||||
Long-term finance lease receivables(2) | 40 | 60 | 100 | 731 | ||||
Risk management assets(1) | 100 | - | 100 | 1,021 | ||||
Total | 2,209 | |||||||
(1) Letters of credit and cash are the primary types of collateral held as security related to these amounts. | ||||||||
(2) The Corporation has one non-investment grade customer whose outstanding balances accounted for $415 million (Dec. 31, 2015 - $446 million). Risk of significant loss arising from this counterparty has been assessed as low in the near term, but could increase to moderate in an environment of sustained low commodity prices over the mid-to long term. The Corporation's assessment takes into consideration the counterparty's financial position, external rating assessments, and how the Corporation provides its services in an area of the counterparty's lower-cost operations, and the Corporations other credit risk management practices. |
The maximum credit exposure to any one customer for commodity trading operations and hedging, including the fair value of open trading, net of any collateral held, at March 31, 2016 was $45 million (Dec. 31, 2015 - $44 million).
transalta corporation/Q1 2016 F19 |
IV. Liquidity Risk
Liquidity risk relates to the Corporation’s ability to access capital to be used for proprietary trading activities, commodity hedging, capital projects, debt refinancing, and general corporate purposes. In December 2015, Moody’s downgraded the senior unsecured rating on TransAlta’s US bonds one notch from Baa3 to Ba1. During the first quarter of 2016, two rating agencies affirmed the Corporation’s long-term issuer rating as investment grade, but revised their outlook to negative, from a previous stable outlook. As at March 31, 2016, TransAlta maintains investment grade ratings from three credit rating agencies. For further details refer to Note 14(B) of the Corporation’s most recent annual consolidated financial statements.
A maturity analysis of the Corporation’s financial liabilities is as follows:
2016 | 2017 | 2018 | 2019 | 2020 | 2021 and thereafter | Total | |
Accounts payable and accrued liabilities | 336 | - | - | - | - | - | 336 |
Long-term debt(1) | 87 | 566 | 899 | 446 | 446 | 1,521 | 3,965 |
Commodity risk management (assets) liabilities | (61) | (78) | (48) | (62) | (67) | (320) | (636) |
Other risk management (assets) liabilities | (8) | (87) | (55) | 2 | 1 | - | (147) |
Finance lease obligations | 12 | 14 | 13 | 9 | 7 | 24 | 79 |
Interest on long-term debt and finance lease obligations(2) | 161 | 200 | 158 | 129 | 102 | 758 | 1,508 |
Dividends payable | 26 | - | - | - | - | - | 26 |
Total | 553 | 615 | 967 | 524 | 489 | 1,983 | 5,131 |
(1) Excludes impact of hedge accounting. | |||||||
(2) Not recognized as a financial liability on the Condensed Consolidated Statements of Financial Position. |
C. Collateral and Contingent Features in Derivative Instruments
Collateral is posted in the normal course of business based on the Corporation’s senior unsecured credit rating as determined by certain major credit rating agencies. Certain of the Corporation’s derivative instruments contain financial assurance provisions that require collateral to be posted only if a material adverse credit-related event occurs. If a material adverse event resulted in the Corporation’s senior unsecured debt falling below investment grade, the counterparties to such derivative instruments could request ongoing full collateralization.
As at March 31, 2016, the Corporation had posted collateral of $194 million (Dec. 31, 2015 - $220 million) in the form of letters of credit on derivative instruments in a net liability position. Certain derivative agreements contain credit-risk-contingent features, which if triggered could result in the Corporation having to post an additional $56 million (Dec. 31, 2015 - $44 million) of collateral to its counterparties.
F20 transalta corporation/Q1 2016 |
9. Property, Plant, and Equipment
A reconciliation of the changes in the carrying amount of PP&E is as follows:
Land | Coal generation |
Gas generation |
Renewable generation | Mining property and equipment | Assets under construction | Capital spares and other(1) | Total | |
As at Dec. 31, 2015 | 95 | 2,811 | 611 | 2,455 | 604 | 351 | 246 | 7,173 |
Additions | 1 | - | - | - | - | 90 | (6) | 85 |
Additions - finance lease | - | - | - | - | 1 | - | - | 1 |
Disposals | (1) | - | - | - | - | - | - | (1) |
Depreciation | - | (70) | (18) | (32) | (15) | - | (4) | (139) |
Revisions and additions to decommissioning and restoration costs |
- | (14) | (4) | (3) | 2 | - | - | (19) |
Retirement of assets | - | (4) | - | (1) | - | - | - | (5) |
Change in foreign exchange rates | (1) | (24) | (6) | (20) | (4) | (7) | (3) | (65) |
Transfers | - | 18 | 1 | 7 | 3 | (33) | 4 | - |
As at March 31, 2016 | 94 | 2,717 | 584 | 2,406 | 591 | 401 | 237 | 7,030 |
(1) Includes major spare parts and stand-by equipment available, but not in service, and spare parts used for routine, preventative or planned maintenance. |
10. Credit Facilities, Long-Term Debt, and Finance Lease Obligations
A. Credit Facilities, Debt and Letters of Credit
The amounts outstanding are as follows:
As at | March 31, 2016 | Dec. 31, 2015 | |||||
Carrying value | Face value | Interest(1) | Carrying value | Face value | Interest(1) | ||
Credit facilities(2) | - | - | - | 315 | 315 | 3.1% | |
Debentures | 1,045 | 1,051 | 6.0% | 1,044 | 1,051 | 6.0% | |
Senior notes(3) | 2,073 | 2,074 | 5.0% | 2,221 | 2,221 | 4.9% | |
Non-recourse(4) | 754 | 761 | 4.5% | 766 | 773 | 4.5% | |
Other(5) | 79 | 79 | 8.1% | 67 | 67 | 9.3% | |
3,951 | 3,965 | 4,413 | 4,427 | ||||
Finance lease obligations | 79 | 82 | |||||
4,030 | 4,495 | ||||||
Less: current portion of long-term debt | (87) | (72) | |||||
Less: current portion of finance lease obligations | (16) | (15) | |||||
Total current long-term debt and finance lease obligations | (103) | (87) | |||||
Total credit facilities, long-term debt, and finance lease obligations |
3,927 | 4,408 | |||||
(1) Interest is an average rate weighted by principal amounts outstanding before the effect of hedging. | |||||||
(2) Composed of bankers' acceptances and other commercial borrowings under long-term committed credit facilities. | |||||||
(3) US face value at March 31, 2016 - US$1.6 billion (Dec. 31, 2015 - US$1.6 billion). | |||||||
(4) Includes US$54 million at March 31, 2016 (Dec. 31, 2015 - US$59 million). |
(5) Includes US$35 million at Dec. 31, 2015 (Dec. 31, 2015 - US$36 million) of tax equity financing. |
transalta corporation/Q1 2016 F21 |
During the first quarter, the Corporation paid out the credit facilities balance from a combination of cash flows from operations and net cash proceeds of $173 million received from the sale of the economic interest of the Canadian Assets that closed Jan. 6, 2016.
Of the $2.1 billion (Dec. 31, 2015 - $2.2 billion) of committed credit facilities, $1.5 billion (Dec. 31, 2015 - $1.3 billion) is not drawn. The Corporation is in compliance with the terms of the credit facility and all undrawn amounts are fully available. In addition to the $1.5 billion available under the credit facilities, TransAlta also has $30 million of available cash and cash equivalents.
The total outstanding letters of credit as at March 31,
2016 was $588 million (Dec. 31, 2015 - $575 million) with no
(Dec. 31, 2015 - nil) amounts exercised by third parties under these arrangements.
TransAlta's debt has terms and conditions, including financial
covenants, that are considered normal and customary. As at
March 31, 2016, the Corporation was in compliance with all debt covenants.
B. Restrictions on Non-Recourse Debt
Non-recourse debentures of $229 million (Dec. 31, 2015 - $230 million) issued by the Corporation’s Canadian Hydro Developers, Inc. (“CHD”) subsidiary include restrictive covenants requiring the cash proceeds received from the sale of assets to be reinvested into similar renewable assets or to repay the non-recourse debentures.
Other non-recourse debt of $531 million (Dec. 31, 2015 - $536 million) is secured by certain renewable generation facilities and subject to customary financing restrictions that restrict the Corporation’s ability to access funds generated by the facilities’ operations. Certain bonds are secured by a first ranking charge over all of the respective assets of the Corporation’s subsidiaries that issued the bonds, which includes renewable generation facilities with total carrying amounts of $780 million at March 31, 2016 (Dec. 31, 2015 - $798 million).
11. Common Shares
A. Issued and Outstanding
TransAlta is authorized to issue an unlimited number of voting common shares without nominal or par value.
3 months ended March 31 | |||||
2016 | 2015 | ||||
Common shares (millions) |
Amount |
Common shares (millions) |
Amount | ||
Issued and outstanding, beginning of period | 284.0 | 3,077 | 275.0 | 3,001 | |
Issued under the dividend reinvestment and optional common share purchase plan |
3.9 | 18 | 2.0 | 20 | |
287.9 | 3,095 | 277.0 | 3,021 | ||
Amounts receivable under Employee Share Purchase Plan |
- | (2) | - | (2) | |
Issued and outstanding, end of period | 287.9 | 3,093 | 277.0 | 3,019 |
F22 transalta corporation/Q1 2016 |
B. Dividends and Shareholder Rights Plan
On Jan. 14, 2016, the Corporation announced the resizing of its dividend from $0.72 annually to $0.16 annually and the suspension of the Premium DividendTM, Dividend Reinvestment and Optional Common Share Purchase Plan (the “DRIP”) effective immediately. These actions were taken as part of a plan to maximize the Corporation’s long-term financial flexibility, as well as to stop shareholder dilution relating to the DRIP.
On Feb. 16, 2016, the Corporation declared a quarterly dividend of $0.04 per common share, payable on April 1, 2016.
On April 21, 2016, the Corporation declared a quarterly dividend of $0.04 per common share, payable on July 1, 2016.
On April 22, 2016, the Shareholder Rights Plan discussed in Note 22 of the Corporation’s most recent annual consolidated financial statements was renewed for a new period of approximately three years.
There have been no other transactions involving common shares between the reporting date and the date of completion of these consolidated financial statements.
C. Stock Options
In February 2016, the Corporation granted executive officers of the Corporation a total of 1.1 million stock options with an exercise price of $5.93 that vest after a three year period and expire seven years after issuance.
12. Preferred Shares
A. Issued and Outstanding
On March 17, 2016, the Corporation announced that 1,824,620 of its 12.0 million Series A Cumulative Fixed Redeemable Rate Reset Preferred Shares were tendered for conversion, on a one-for-one basis, into the Series B Cumulative Redeemable Floating Rate Preferred Shares after having taken into account all election notices. As a result of the conversion, the Corporation has 10.2 million Series A Shares and 1.8 million Series B Shares issued and outstanding at March 31, 2016.
The Series A Shares pay fixed cumulative preferential cash dividends on a quarterly basis, for the five-year period from and including March 31, 2016 to but excluding March 31, 2021, if, as and when declared by the Board based on an annual fixed dividend rate of 2.709 per cent.
The Series B Shares pay quarterly floating rate cumulative preferential cash dividends for the five-year period from and including March 31, 2016 to but excluding March 31, 2021, if, as and when declared by the Board. The annualized dividend rate for the Series B Shares for the 3-month floating rate period from and including March 31, 2016 to but excluding June 30, 2016 is 2.492 per cent and will reset every quarter.
Additionally, at March 31, 2016, the Corporation also had 11.0 million Series C, 9.0 million Series E, and 6.6 million Series G Cumulative Redeemable Rate Reset Preferred Shares issued and outstanding.
transalta corporation/Q1 2016 F23 |
B. Dividends
The following table summarizes the preferred share dividends declared within the three months ended March 31:
3 months ended March 31 | |||||
Quarterly amounts per share |
2016 | 2015 | |||
Series | Total | Total | |||
A | 0.2875 | 4 | 4 | ||
C | 0.2875 | 3 | 3 | ||
E | 0.3125 | 3 | 3 | ||
G | 0.33125 | 2 | 2 |
Total for the period | 12 | 12 |
On April 21, 2016, the Corporation declared a quarterly dividend of $0.16931 per share on the Series A preferred shares, $0.15490 per share on the Series B preferred shares, $0.2875 per share on the Series C preferred shares, $0.3125 per share on the Series E preferred shares, and $0.33125 per share on the Series G preferred shares, all payable June 30, 2016.
F24 transalta corporation/Q1 2016 |
13. Contingencies
TransAlta is occasionally named as a party in various claims and legal and regulatory proceedings that arise during the normal course of its business. TransAlta reviews each of these claims, including the nature of the claim, the amount in dispute or claimed, and the availability of insurance coverage. There can be no assurance that any particular claim will be resolved in the Corporation’s favour or that such claims may not have a material adverse effect on TransAlta. Inquiries from regulatory bodies may also arise in the normal course of business, to which the Corporation responds as required.
14. Segment Disclosures
A. Reported Statement of Earnings (Loss)
3 months ended March 31, 2016 | Canadian Coal |
U.S. Coal |
Canadian Gas |
Australian Gas |
Wind and Solar |
Hydro | Energy Marketing |
Corporate | Total |
Revenues | 234 | 56 | 105 | 29 | 84 | 28 | 32 | - | 568 |
Fuel and purchased power | 98 | 52 | 42 | 5 | 9 | 2 | - | - | 208 |
Gross margin | 136 | 4 | 63 | 24 | 75 | 26 | 32 | - | 360 |
Operations, maintenance, and administration | 45 | 12 | 14 | 6 | 12 | 7 | 9 | 18 | 123 |
Depreciation and amortization | 61 | (3) | 14 | 5 | 30 | 7 | 1 | 7 | 122 |
Taxes, other than income taxes | 3 | 1 | 1 | - | 2 | 1 | - | - | 8 |
Operating income (loss) | 27 | (6) | 34 | 13 | 31 | 11 | 22 | (25) | 107 |
Finance lease income | - | - | 3 | 13 | - | - | - | - | 16 |
Net interest expense | (64) | ||||||||
Foreign exchange gain | (6) | ||||||||
Earnings before income taxes | 53 |
3 months ended March 31, 2015 (Restated - See Note 2) |
Canadian Coal |
U.S. Coal |
Canadian Gas |
Australian Gas |
Wind | Hydro | Energy Marketing |
Corporate | Total |
Revenues | 246 | 51 | 141 | 26 | 73 | 25 | 31 | - | 593 |
Fuel and purchased power | 113 | 47 | 67 | 5 | 4 | 1 | - | - | 237 |
Gross margin | 133 | 4 | 74 | 21 | 69 | 24 | 31 | - | 356 |
Operations, maintenance, and administration | 49 | 12 | 18 | 6 | 12 | 11 | 8 | 18 | 134 |
Depreciation and amortization | 57 | 15 | 23 | 4 | 22 | 6 | - | 6 | 133 |
Restructuring provision | 7 | - | - | - | - | - | - | - | 7 |
Taxes, other than income taxes | 3 | 1 | 1 | - | 2 | - | - | - | 7 |
Operating income (loss) | 17 | (24) | 32 | 11 | 33 | 7 | 23 | (24) | 75 |
Finance lease income | - | - | 1 | 12 | - | - | - | - | 13 |
Net interest expense | (60) |
Foreign exchange gain | 1 | ||||||||
Earnings before income taxes | 29 |
transalta corporation/Q1 2016 F25 |
During the three months ended March 31, 2016, coal inventory
at the Corporation’s Centralia plant was written down by
$6 million (2015 - $10 million) to its net realizable value. The writedown is included in fuel and purchased power of the U.S.
Coal Segment.
Included in revenues of the Wind and Solar Segment for the
three months ended March 31, 2016 are $7 million
(2015 - $6 million) of incentives received under a Government of Canada program in respect of power generation from qualifying
wind projects.
B. Depreciation and Amortization on the Condensed Consolidated Statements of Cash Flows
The reconciliation between depreciation and amortization reported on the Condensed Consolidated Statements of Earnings (Loss) and the Condensed Consolidated Statements of Cash Flows is presented below:
3 months ended March 31 | 2016 | 2015 |
Depreciation and amortization expense on the Condensed Consolidated Statement of Earnings (Loss) |
122 | 133 |
Depreciation included in fuel and purchased power | 14 | 14 |
Depreciation and amortization expense on the Condensed Consolidated Statements of Cash Flows |
136 | 147 |
F26 transalta corporation/Q1 2016 |
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TRANSALTA CORPORATION
FIRST QUARTER REPORT FOR 2016
|
Management’s Discussion and Analysis
This Management’s Discussion and Analysis (“MD&A”)
contains forward-looking statements. These statements are based on certain estimates and assumptions and involve risks and uncertainties.
Actual results may differ materially. See the
Forward-Looking Statements section of this MD&A for additional information.
This MD&A should be read in conjunction with the unaudited interim condensed consolidated financial statements of TransAlta Corporation as at and for the three months ended March 31, 2016 and 2015, and should also be read in conjunction with the audited annual consolidated financial statements and MD&A contained within our 2015 Annual Integrated Report. In this MD&A, unless the context otherwise requires, “we”, “our”, “us”, the “Corporation”, and “TransAlta” refers to TransAlta Corporation and its subsidiaries. Our condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) International Accounting Standards (“IAS”) 34 Interim Financial Reporting for Canadian publically accountable enterprises as issued by the International Accounting Standards Board (“IASB”) and in effect at March 31, 2016. All tabular amounts in the following discussion are in millions of Canadian dollars unless otherwise noted. This MD&A is dated May 2, 2016. Additional information respecting TransAlta, including its Annual Information Form, is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on our website at www.transalta.com. Information on or connected to our website is not incorporated by reference herein.
Additional IFRS Measures and Non-IFRS Measures
An additional IFRS measure is a line item, heading, or subtotal that is relevant to an understanding of the financial statements but is not a minimum line item mandated under IFRS, or the presentation of a financial measure that is relevant to an understanding of the financial statements but is not presented elsewhere in the financial statements. We have included line items entitled gross margin and operating income in our Condensed Consolidated Statements of Earnings (Loss) for the three months ended March 31, 2016, and 2015. Presenting these line items provides management and investors with a measurement of ongoing operating performance that is readily comparable from period to period.
We evaluate our performance and the performance of our business segments using a variety of measures. Certain of the financial measures discussed in this MD&A are not defined under IFRS and, therefore, should not be considered in isolation or as an alternative to or to be more meaningful than net earnings attributable to common shareholders or cash flow from operating activities, as determined in accordance with IFRS, when assessing our financial performance or liquidity. These measures may not be comparable to similar measures presented by other issuers and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. See the Comparable Funds from Operations and Comparable Free Cash Flow, Discussion of Segmented Comparable Results, and Earnings and Other Measures on a Comparable Basis sections of this MD&A for additional information.
transalta corporation/Q1 2016 M1 |
Forward-Looking Statements
This MD&A, the documents incorporated herein by reference, and other reports and filings made with securities regulatory authorities include forward-looking statements or information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable securities legislation. Forward-looking statements, including the 2016 Financial Outlook section of this MD&A, are presented for general information purposes only and not as specific investment advice. All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumptions were made and on management’s experience and perception of historical trends, current conditions, and expected future developments, as well as other factors deemed appropriate in the circumstances. Forward-looking statements are not facts, but only predictions and generally can be identified by the use of statements that include phrases such as “may”, “will”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “project”, “forecast”, “foresee”, “potential”, “enable”, “continue”, or other comparable terminology. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance to be materially different from that projected.
In particular, this MD&A contains forward-looking statements pertaining to our business and anticipated future financial performance; our success in executing on our growth projects; the timing of the construction and commissioning of projects under development, including major projects such as the South Hedland power project, and their attendant costs; spending on growth and sustaining capital and productivity projects; expectations in terms of the cost of operations, capital spending, and maintenance, and the variability of those costs; expected decommissioning costs; the impact of certain hedges on future reported earnings and cash flows, including future reversals of unrealized gains or losses; expectations related to future earnings and cash flow from operating and contracting activities (including estimates of full-year 2016 comparable earnings before interest, taxes, depreciation, and amortization (“EBITDA”), comparable funds from operations (“FFO”), comparable free cash flow (“FCF”), and expected sustaining capital expenditures for 2016); expectations in respect of financial ratios and targets (including comparable FFO before interest to adjusted interest coverage, adjusted comparable FFO to adjusted net debt, and adjusted net debt to comparable EBITDA); the Corporation’s plans and strategies relating to repositioning its capital structure and strengthening its balance sheet and the debt reductions that are expected to occur in 2016 and beyond; expected governmental regulatory regimes and legislation (including the Government of Alberta’s Climate Leadership Plan and the Government of Ontario’s greenhouse gas cap and trade program) and their expected impact on TransAlta and the timing of the implementation of such regimes and regulations, as well as the cost of complying with resulting regulations and laws; the outcome of negotiations with the Government of Alberta in relation to coal-fired generation transition under the Climate Leadership Plan; estimates of fuel supply and demand conditions and the costs of procuring fuel; expectations for demand for electricity in both the short term and long term, and the resulting impact on electricity prices; the impact of load growth, increased capacity, and natural gas costs on power prices; expectations in respect of generation availability, capacity, and production; expected financing of our capital expenditures; our trading strategies and the risk involved in these strategies; estimates of future tax rates, future tax expense, and the adequacy of tax provisions; accounting estimates; our expectations regarding the outcome of existing or potential legal and contractual claims, regulatory investigations, and disputes; our expectations on dividend payments; expectations for the ability to access capital markets at reasonable terms; the estimated impact of changes in interest rates and the value of the Canadian dollar relative to the US dollar, the Australian dollar, and other currencies in which we do business; the monitoring of our exposure to liquidity risk; expectations regarding the impact of the slowdown in the oil and gas sector; expectations in respect of the global economic environment and growing scrutiny by investors relating to sustainability performance; our credit practices; expected cost savings following the implementation of our efficiency and productivity initiatives; the estimated contribution of Energy Marketing activities to gross margin; expectations regarding our continued ownership of TransAlta Renewables Inc. (“TransAlta Renewables”) common shares; expectations on the impact of the potential transfer of the Alberta Power Purchase Arrangements (“PPA”) to the Balancing Pool; and expectations of the financial impact of our agreement with the Government of Alberta in respect of flood and drought mitigation.
M2 transalta corporation/Q1 2016 |
Factors that may adversely impact our forward-looking statements include risks relating to: fluctuations in market prices and the availability of fuel supplies required to generate electricity; our ability to contract our generation for prices that will provide expected returns; the regulatory and political environments in the jurisdictions in which we operate; increasingly stringent environmental requirements and changes in, or liabilities under, these requirements; changes in general economic conditions, including interest rates; operational risks involving our facilities, including unplanned outages at such facilities; disruptions in the transmission and distribution of electricity; the effects of weather; disruptions in the source of fuels, water, or wind required to operate our facilities; natural or man-made disasters; the threat of terrorism and cyberattacks; equipment failure and our ability to carry out or have completed the repairs in a cost-effective or timely manner; commodity risk management; industry risk and competition; fluctuations in the value of foreign currencies and foreign political risks; the need for additional financing and the ability to access financing at a reasonable cost; our ability to fund our growth projects; our ability to maintain our investment grade credit ratings; structural subordination of securities; counterparty credit risk; our ability to recover our losses through our insurance coverage; our provision for income taxes; legal, regulatory, and contractual proceedings involving the Corporation; outcomes of investigations and disputes; reliance on key personnel; labour relations matters; development projects and acquisitions, including delays or changes in costs in the construction of the South Hedland power project; and the satisfactory receipt of applicable regulatory approvals for existing and proposed operations and growth initiatives.
The foregoing risk factors, among others, are described in further detail in the Governance and Risk Management section of our 2015 Annual MD&A and under the heading “Risk Factors” in our 2016 Annual Information Form.
Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this document are made only as of the date hereof and we do not undertake to publicly update these forward-looking statements to reflect new information, future events, or otherwise, except as required by applicable laws. In light of these risks, uncertainties, and assumptions, the forward-looking events might occur to a different extent or at a different time than we have described, or might not occur. We cannot assure that projected results or events will be achieved.
transalta corporation/Q1 2016 M3 |
Highlights
Consolidated Financial Highlights
3 months ended March 31 | 2016 | 2015 | |
Revenues | 568 | 593 | |
Comparable EBITDA(1) | 279 | 275 | |
Net earnings (loss) attributable to common shareholders (Restated(2)) | 62 | (40) | |
Comparable net earnings attributable to common shareholders(1) | 14 | 26 | |
Comparable FFO(1) | 196 | 211 | |
Cash flow from operating activities | 275 | 153 | |
Comparable FCF(1) | 86 | 110 | |
Net earnings (loss) per share attributable to common shareholders, basic and diluted (Restated(2)) |
0.22 | (0.14) | |
Comparable net earnings per share(1) | 0.05 | 0.09 | |
Comparable FFO per share(1) | 0.68 | 0.76 | |
Comparable FCF per share(1) | 0.30 | 0.40 | |
Dividends declared per common share | 0.04 | 0.18 |
([1])(2) ([2])
As at | March 31, 2016 | Dec. 31, 2015 |
Total assets | 10,554 | 10,947 |
Total credit facilities, long-term debt, tax equity, and finance lease obligations(3), net of cash |
4,000 | 4,441 |
Total long-term liabilities | 5,227 | 5,704 |
§ | Comparable EBITDA for the quarter increased by $4 million to $279 million compared to the same period in 2015 with all segments other than U.S. Coal delivering similar or improved results over last year. Low prices in Alberta were largely mitigated through our hedging strategies and cost reduction initiatives. Asset acquisitions in 2015 contributed positively to our results in the first quarter of 2016. The decreased contribution from U.S. Coal is attributable to unfavourable market conditions in the Pacific Northwest. |
§ | Comparable FFO for the quarter decreased by $15 million to $196 million compared to the same period in 2015. Last year, FFO was positively impacted by realized currency gains. |
§ | Comparable net earnings attributable to common shareholders for the three months ended March 31,
2016 was $14 million ($0.05 net earnings per share), down from comparable net earnings of $26 million ($0.09 net earnings per share) during the three months ended March 31, 2015. The decrease was primarily due to higher earnings attributable to non-controlling interests, resulting from higher outstanding shares of TransAlta Renewables owned by the public. |
§ | Reported net earnings attributable to common shareholders was $62 million ($0.22 net earnings per share) compared to a net loss of $40 million ($0.14 net loss per share) for the same period in 2015. Last year, net earnings were reduced by a $55 million income tax charge associated with the sale of an economic interest in our Australian business to TransAlta Renewables and a $31 million ($20 million after-tax) negative change in the fair value of de-designated and economic hedges at U.S. Coal. Reported earnings in 2016 include $29 million of non-comparable unrealized losses on intercompany financial instruments that are attributable only to the non-controlling interests. |
§ | The decrease in credit facilities, long-term debt, and finance lease obligations is primarily due to the repayment of our credit facilities with cash received from the sale of economic interests in certain Canadian assets completed in January. The strengthening of the Canadian dollar at the end of March also contributed to the reduction in balances from December. |
§ |
(1) These items are not defined under IFRS. Presenting these items from period to period provides management and investors with the ability to evaluate earnings trends more readily in comparison with prior periods’ results. Refer to the Comparable FFO and Comparable FCF and Earnings and Other Measures on a Comparable Basis sections of this MD&A for further discussion of these items, including, where applicable, reconciliations to measures calculated in accordance with IFRS.
(2) 2015 restated to reflect prior period correction to tax. Refer to the Accounting Changes section of this MD&A.
(3) Includes current portion.
M4 transalta corporation/Q1 2016 |
Highlights
During the quarter, we continued to work on strengthening our financial condition and flexibility, improving our operating performance, and progressing our transition to clean power generation through the following initiatives:
§ | On Jan. 6, 2016, TransAlta Renewables acquired from us an economic interest based on the cash flows
of the Sarnia cogeneration facility and of two renewable energy facilities for proceeds valued at $540 million. Cash proceeds of
this transaction were $173 million. We also received 15.6 million common shares of TransAlta Renewables and a $215 million convertible debenture. |
§ | During the quarter, our 12 million Series A Preferred Shares reached their first reset date. Approximately
10.2 million shares will now pay fixed dividends of nearly $0.68 per share annually (2.7 per cent) until their next reset date
in 2021 (down from $1.15 per share) and approximately 1.8 million shares were converted into Series B Preferred Shares, which currently
pay dividends of approximately $0.62 per share (down from $1.15 per share) on an annualized basis (2.5 per cent), adjusted quarterly. Declaration of dividends remains subject to approval by the Board of Directors (the “Board”). |
§ | We continued to advance the construction of the South Hedland power project. The bulk of the major equipment has arrived at site. We continue to expect the project to be delivered on schedule and on budget in mid-2017. |
§ | On Jan. 14, 2016, we revised our dividend to $0.16 per common share on an annualized basis from
$0.72 previously, and suspended our dividend reinvestment plan. As a result, our annual dividend going forward will be approximately $46 million, down from $205 million, increasing our financial flexibility. |
In March 2016, the buyers under the legislated Sundance and Sheerness PPAs announced their intention to transfer their respective obligations under the PPAs to the Balancing Pool as a result of a Change in Law. The Balancing Pool is presently investigating whether these transfers are permitted by the terms of the PPAs in the current circumstances and, if so, when the transfers would become effective. The outcome remains uncertain. If the Balancing Pool confirms the transfers, it will assume the role of the buyers and carry out the responsibilities of the buyers under the PPAs, including dispatching the generating units and making the capacity and energy payments to TransAlta until the end of the PPA terms. Pursuant to the Electric Utilities Act (Alberta), it could also choose to terminate the PPAs after following the requirements of legislation, which would include paying TransAlta an amount equal to the applicable closing net book value of the generating units. TransAlta does not presently expect the transfer of the PPAs to the Balancing Pool to have a material impact on our business.
On March 16, 2016, the Alberta Government appointed Terry Boston, the former CEO of North America’s largest power system, as Coal Phase-out Facilitator to lead discussions on coal transition as part of the Climate Leadership Plan. Discussions with the coal-fired generators, including TransAlta, are now in progress.
On April 27, 2016, we announced that we entered into a five-year agreement with the Government of Alberta to manage water for flood mitigation and drought mitigation through our Ghost reservoir and our Kananaskis hydro system. The Alberta government will provide us with $5.5 million in compensation annually to offset the impacts modified operations will have on our ability to generate power at these facilities.
transalta corporation/Q1 2016 M5 |
Segmented Operational Results
Comparable EBITDA and operational performance for the business is as follows:
3 months ended March 31 | 2016 | 2015 |
Availability (%) | 92.3 | 89.8 |
Adjusted availability (%)(1) | 92.3 | 91.3 |
Production (GWh)(1) | 8,867 | 9,900 |
Comparable EBITDA | ||
Canadian Coal | 103 | 95 |
U.S. Coal(2) | (4) | 22 |
Canadian Gas(2) | 65 | 57 |
Australian Gas(2) | 31 | 27 |
Wind and Solar | 61 | 55 |
Hydro | 18 | 14 |
Energy Marketing | 23 | 23 |
Corporate | (18) | (18) |
Total comparable EBITDA | 279 | 275 |
[3]
§ Canadian Coal: Comparable EBITDA increased by $8 million to $103 million in the first quarter, compared to the same period in 2015, as cost reductions and effective hedging strategies have offset lower prices on uncontracted generation. Availability was also higher than last year.
§ | U.S. Coal: Comparable EBITDA was a $4 million loss for the quarter, compared to earnings of $22 million for the same period in 2015 due to lower realized prices and mark-to-market losses on financial contracts put in place to hedge our future generation. The first quarter of 2015 benefited from higher price hedges entered into during a higher price environment in 2014. |
§ | Canadian Gas: Comparable EBITDA increased by $8 million during the first quarter to $65 million compared to the same period in 2015. Last year’s results included $4 million unrealized mark-to-market on our gas position, compared to a gain of $3 million this quarter. |
§ | Australian Gas: Comparable EBITDA increased by $4 million during the first quarter to $31 million, compared to the same period in 2015, largely as a result of additional revenues from the natural gas pipeline that was commissioned in late March 2015. |
§ | Wind and Solar: Comparable EBITDA is up $6 million during the quarter, compared to the same period in 2015, due to the contribution of projects with a combined capacity of 136 MW acquired during the second half of 2015. Higher generation from our portfolio caused by stronger wind resources compared to last year offset the impact of lower prices in Alberta. |
§ | Hydro: Comparable EBITDA increased by $4 million to $18 million, primarily due to an adjustment of prior years’ production volumes, and cost reduction initiatives. |
§ | Energy Marketing: Comparable EBITDA remained consistent with 2015. |
§ | Corporate: Our Corporate overhead costs during the quarter have remained similar to 2015, as our cost reductions were offset by reduced allocations to our business segments. |
(1) Adjusted for economic dispatching at U.S. Coal.
(2) See the Accounting Changes section of this MD&A for information on changes in the presentation of the Gas reportable segment.
M6 transalta corporation/Q1 2016 |
Availability and Production
Availability for the three months ended March 31, 2016 improved over same period in 2015 as a result of lower unplanned outages at Canadian Coal.
Production for the three months ended March 31, 2016 decreased by 1,033 gigawatt hours (“GWh”) compared to the same period in 2015, primarily due to the restructuring of our contractual arrangement at Poplar Creek in the third quarter of 2015, and low prices in Ontario and the Pacific Northwest.
Electricity Prices
The average spot electricity prices for the three months ended March 31, 2016 decreased compared to 2015 in both Alberta and the Pacific Northwest markets. Lower natural gas prices and seasonally low demand have muted volatility and depressed prices. We do not expect prices to increase significantly in Alberta during the balance of 2016.
transalta corporation/Q1 2016 M7 |
Comparable Funds from Operations and Comparable Free Cash Flow
Comparable FFO and comparable FCF provide a proxy for the amount of cash generated from operating activities before changes in working capital, and provide the ability to evaluate cash flow trends more readily in comparison with results from prior periods. Comparable FFO per share and comparable FCF per share are calculated using the weighted average number of common shares outstanding during the period.
3 months ended March 31 | 2016 | 2015 | ||||
Cash flow from operating activities | 275 | 153 | ||||
Change in non-cash operating working capital balances | (94) | 49 | ||||
Cash flow from operations before changes in working capital | 181 | 202 | ||||
Adjustments | ||||||
Decrease in finance lease receivable | 14 | 1 | ||||
Payment of restructuring costs | - | 7 | ||||
Maintenance costs related to Alberta flood of 2013, net of insurance recoveries |
- | 1 | ||||
Other | 1 | - | ||||
Comparable FFO | 196 | 211 | ||||
Deduct: | ||||||
Sustaining capital | (59) | (70) | ||||
Dividends paid on preferred shares | (12) | (12) | ||||
Distributions paid to subsidiaries' non-controlling interests | (39) | (19) | ||||
Comparable FCF | 86 | 110 | ||||
Weighted average number of common shares outstanding in the period |
288 | 277 | ||||
Comparable FFO per share | 0.68 | 0.76 | ||||
Comparable FCF per share | 0.30 | 0.40 |
Comparable FCF for the three months ended March 31, 2016
decreased by $24 million as a result of lower comparable FFO and increased non-controlling interest dividend payments associated
with the additional shares issued and sold to
non-controlling interests in TransAlta Renewables in 2015 and 2016. Lower than last year sustaining capital partly offset the shortfall
in comparable FCF.
A reconciliation of comparable EBITDA to comparable FFO is as follows:
3 months ended March 31 | 2016 | 2015 | ||
Comparable EBITDA | 279 | 275 | ||
Interest expense | (58) | (55) | ||
Unrealized (gains) losses from risk management activities | (7) | 5 | ||
Current income tax expense | (5) | (6) | ||
Provisions | 1 | (9) | ||
Decommissioning and restoration costs settled | (3) | (5) | ||
Realized foreign exchange gain (loss) | (1) | 8 | ||
Other non-cash items | (10) | (2) | ||
Comparable FFO | 196 | 211 |
For the first quarter 2016, comparable FFO decreased by $15 million to $196 million compared to the first quarter 2015, mainly due to higher unrealized gains included in EBITDA, lower realized foreign exchange gains, and an increase in long-term receivables, partially offset by a reduction to provisions.
Key Financial Ratios
The methodologies and ratios used by rating agencies to assess our credit rating are not publicly disclosed. We have developed our own definitions of ratios and targets to help evaluate the strength of our financial position. These metrics and ratios are not defined under IFRS, and may not be comparable to those used by other entities or by rating agencies. We are focused on strengthening our financial position and flexibility and aim to meet all our target ranges by 2018.
Comparable Funds from Operations before Interest to Adjusted Interest Coverage
As at | March 31, 2016 | Dec. 31, 2015 | ||||
Comparable FFO(1) | 725 | 740 | ||||
Add: Interest on debt net of capitalized interest(1) | 226 | 223 | ||||
Comparable FFO before interest(1) | 951 | 963 | ||||
Interest on debt(1) | 235 | 232 | ||||
Add: 50 per cent of dividends paid on preferred shares(1) | 23 | 23 | ||||
Adjusted interest(1) | 258 | 255 | ||||
Comparable FFO before interest to adjusted interest coverage (times) | 3.7 | 3.8 |
Our target for comparable FFO before interest to adjusted interest coverage is four to five times. The ratio deteriorated slightly compared to Dec. 31, 2015 primarily due to lower FFO over the last 12 months.
Adjusted Comparable Funds from Operations to Adjusted Net Debt
As at | March 31, 2016 | Dec. 31, 2015 | ||||
Comparable FFO(1) | 725 | 740 | ||||
Less: 50 per cent of dividends paid on preferred shares(1) | (23) | (23) | ||||
Adjusted comparable FFO(1) | 702 | 717 | ||||
Period-end long-term debt(2) | 4,030 | 4,495 | ||||
Add: 50 per cent of issued preferred shares | 471 | 471 | ||||
Less: Cash and cash equivalents | (30) | (54) | ||||
Fair value asset of hedging instruments on debt(3) | (125) | (190) | ||||
Adjusted net debt | 4,346 | 4,722 | ||||
Adjusted comparable FFO to adjusted net debt (%) | 16.2 | 15.2 |
[4]
Our target for adjusted comparable FFO to adjusted net debt is 20 to 25 per cent. The improvement in the ratio during the first quarter is primarily due to our repayment of amounts borrowed under the credit facility following receipt of proceeds from the public offering of additional common shares of TransAlta Renewables and reduction of debt due to the strengthening of the Canadian dollar in March.
(1) Last 12 months. Our target range for comparable FFO in 2016 is $755 million to $835 million.
(2) Includes finance lease obligations and tax equity financing.
(3) Included in risk management assets and/or liabilities on the condensed consolidated financial statements as at March 31, 2016 and Dec. 31, 2015.
M8 transalta corporation/Q1 2016 |
Adjusted Net Debt to Comparable EBITDA
As at | March 31, 2016 | Dec. 31, 2015 | ||||
Period-end long-term debt(1) | 4,030 | 4,495 | ||||
Less: Cash and cash equivalents | (30) | (54) | ||||
Add: 50 per cent of issued preferred shares | 471 | 471 | ||||
Fair value asset of hedging instruments on debt(2) | (125) | (190) | ||||
Adjusted net debt | 4,346 | 4,722 | ||||
Comparable EBITDA(3) | 949 | 945 | ||||
Adjusted net debt to comparable EBITDA (times) | 4.6 | 5.0 | ||||
[5]
Our target for adjusted net debt to comparable EBITDA is 3.0 to 3.5 times. During the first quarter, our ratio improved compared to Dec. 31, 2015, mainly as a result of a lower debt balance.
Significant and Subsequent Events
Sundance and Sheerness PPA Terminations
In March 2016, the buyers under the legislated Sundance and Sheerness PPAs announced their intention to transfer their respective obligations under the PPAs to the Balancing Pool as a result of a Change in Law. The Balancing Pool is presently investigating whether these transfers are permitted by the terms of the PPAs in the current circumstances and, if so, when the transfers would become effective. The outcome remains uncertain. If the Balancing Pool confirms the transfers, it will assume the role of the buyers and carry out the responsibilities of the buyers under the PPAs, including dispatching the generating units and making the capacity and energy payments to TransAlta until the end of the PPA terms. Pursuant to the Electric Utilities Act (Alberta), it could also choose to terminate the PPAs after following the requirements of legislation, which would include paying TransAlta an amount equal to the applicable closing net book value of the generating units. TransAlta does not presently expect the transfer of the PPAs to the Balancing Pool to have a material impact on our business.
Credit Ratings Outlook
As at March 31, 2016, we maintain investment grade ratings
from three credit rating agencies, but during the first quarter, DBRS and Fitch changed their outlooks from stable to negative.
Their negative outlooks are a reflection of low energy prices and concerns over coal generation transition in Alberta. We remain
focused on strengthening our financial position by
de-leveraging our capital structure and securing a fair agreement with the Government of Alberta to assist them in their goal to
transition the generation in the province to gas and renewables.
Flood and Drought Mitigation Agreement
On April 27, 2016, we announced that we entered into a five-year agreement with the Government of Alberta to manage water on the Bow River at our Ghost reservoir facility to aid in potential flood mitigation efforts, as well as our Kananaskis Lakes system (which includes Interlakes, Pocaterra and Barrier), for drought mitigation efforts. As far as is possible, this agreement has been structured to be break-even. TransAlta expects to cover lost revenue if and when water levels must be lowered and power cannot be generated for customers, but does not expect to make a profit. The Alberta government will provide us with $5.5 million in compensation annually to offset the impacts modified operations will have on our ability to generate power at these facilities.
(1) Includes finance lease obligations and tax equity financing.
(2) Included in risk management assets and/or liabilities on the consolidated financial statements as at March 31, 2016 and Dec. 31, 2015.
(3) Last 12 months. Our target range for comparable EBITDA in 2016 is $990 million to $1,100 million.
transalta corporation/Q1 2016 M9 |
Conversion of Series A Preferred Shares to Series B Preferred Shares
On March 17, 2016, 1,824,620 of our 12 million Series A Cumulative Redeemable Fixed Rate Reset Preferred Shares were tendered for conversion, on a one-for-one basis, into Series B Cumulative Redeemable Floating Rate Preferred Shares. For the next five years, the Series A Shares will pay a fixed cumulative preferential cash dividend of $0.67725 per share annually (down from $1.15 per share), subject to the Board’s dividend declaration. The Series B Shares will pay quarterly floating rate cumulative preferential cash dividends set at the sum of the 90 day Government of Canada Treasury Bill rate plus 2.03 per cent. The annualized quarterly dividend rate for the Series B Shares for the 3-month floating rate period for the second quarter 2016 is $0.623 per share.
South Hedland
We continued to advance the construction of the South Hedland power project. Major equipment has been arriving on schedule. The bulk of the major equipment has arrived at site. We continue to expect the project to be delivered on schedule and on budget in mid-2017.
Environmental Regulation Updates
Refer to the Environmental and Local Communities Capital section of our 2015 Annual MD&A for further details that supplement the recent developments as discussed below.
Alberta
On Nov. 22, 2015, the Government of Alberta announced through the Climate Leadership Plan its intent, among other things, to phase out emissions from coal-fired generation by 2030, replace two-thirds of the retiring coal-fired generation with renewable generation, and impose a new carbon price of $30 per tonne of CO2 emissions based on an industry-wide performance standard. On March 16, 2016, the Government of Alberta announced the appointment of Terry Boston, the former CEO of PJM, North America’s largest power system, as the Coal Phase-out Facilitator to work with coal-fired electricity generators, the Alberta Electric System Operator, and the Government of Alberta to develop options to phase out emissions from coal-fired generation by 2030. Mr. Boston is tasked with presenting options to the government that will strive to maintain the reliability of Alberta’s electricity grid, maintain stability of prices for consumers, and avoid unnecessarily stranding capital. Discussions with the coal-fired generators, including TransAlta, are now in progress.
In March 2016, Alberta began the development of its renewable energy procurement process designed for the Alberta Electric System Operator to procure a first block of renewable generation projects to be in-service by mid-2019.
Ontario
On Feb. 25, 2016, Ontario released draft regulations for its greenhouse gas cap and trade program. The regulations are to become effective Jan. 1, 2017, and will apply to all fossil fuel used for electricity generation. The majority of our gas-fired generation in Ontario will not be significantly impacted by virtue of change-in-law provisions within existing power purchase agreements. Further details of the regulations are being developed with public consultation, in which we are participating.
A separate offset regulation will be drafted later in 2016.
U.S. Federal and Pacific Northwest
On Feb. 9, 2016, the U.S. Supreme Court stayed the implementation of the Clean Power Plan pending consideration as to whether the regulations are lawful. It is not clear yet how this may affect the future of the Clean Power Plan. As a result of our 2011 agreement for coal transition with the State of Washington, we do not expect the proposed regulations to significantly affect our U.S. operations.
Discussion of Segmented Comparable Results
In January 2016, we began reporting Canadian Gas and Australian Gas as separate business segments. Previously these segments were reported as one business segment, Gas. The segment has now been differentiated geographically to provide additional information to our readers. See the Current Accounting Changes section of this MD&A for additional information.
Comparable figures are not defined under IFRS. Refer to the Earnings and Other Measures on a Comparable Basis section of this MD&A for further discussion of these items, including, where applicable, reconciliations to net earnings attributable to common shareholders.
M10 transalta corporation/Q1 2016 |
Canadian Coal
3 months ended March 31 | 2016 | 2015 |
Availability (%) | 86.6 | 84.5 |
Contract production (GWh) | 4,919 | 4,916 |
Merchant production (GWh) | 909 | 1,021 |
Total production (GWh) | 5,828 | 5,937 |
Gross installed capacity (MW) | 3,786 | 3,771 |
Revenues | 234 | 246 |
Fuel and purchased power | 83 | 99 |
Comparable gross margin | 151 | 147 |
Operations, maintenance, and administration | 45 | 49 |
Taxes, other than income taxes | 3 | 3 |
Comparable EBITDA | 103 | 95 |
Depreciation and amortization | 76 | 71 |
Comparable operating income | 27 | 24 |
Sustaining capital: | ||
Routine capital | 2 | 8 |
Mine capital | - | 4 |
Finance leases | 3 | 3 |
Planned major maintenance | 37 | 30 |
Total sustaining capital expenditures | 42 | 45 |
Production for the three months ended March 31, 2016 decreased 109 GWh compared to the same period in 2015, primarily due to higher economic dispatching and paid curtailments as a result of lower prices in Alberta. Availability for the quarter was higher than last year despite execution of significant planned major maintenance activities.
Comparable EBITDA for the three months ended March 31, 2016 was $103 million compared to $95 million for the same period in 2015 due to better availability, lower cost of coal, reduction in our gas consumption, and lower operations, maintenance, and administration costs. Our high level of hedges mitigated most of the impact of low power prices on uncontracted generation.
Depreciation and amortization for the three months ended March 31, 2016 increased compared to the same period in 2015 mainly due to higher asset retirements and a higher asset base than 2015.
Sustaining capital expenditures were higher by $3 million in the first quarter of 2015 as a result of coal hauler rebuilds during the period. In the first quarter of 2016, we completed limited-scope planned major maintenance on two units and started the major overhaul of another unit that was returned to service in April. A partner also completed major maintenance of one unit that we do not operate.
transalta corporation/Q1 2016 M11 |
U.S. Coal
3 months ended March 31 | 2016 | 2015(2) |
Availability (%) | 100.0 | 91.0 |
Adjusted availability (%)(1) | 100.0 | 100.0 |
Contract sales volume (GWh) | 915 | 689 |
Merchant sales volume (GWh) | 402 | 577 |
Purchased power (GWh) | (945) | (711) |
Total production (GWh) | 372 | 555 |
Gross installed capacity (MW) | 1,340 | 1,340 |
Revenues | 61 | 82 |
Fuel and purchased power | 52 | 47 |
Comparable gross margin | 9 | 35 |
Operations, maintenance, and administration | 12 | 12 |
Taxes, other than income taxes | 1 | 1 |
Comparable EBITDA | (4) | 22 |
Depreciation and amortization | (3) | 15 |
Comparable operating income (loss) | (1) | 7 |
Sustaining capital: | ||
Routine capital | 1 | - |
Planned major maintenance | 3 | 3 |
Total | 4 | 3 |
For the three months ended March 31, 2016, production decreased 183 GWh compared to the same period in 2015 due mainly to an earlier start to seasonal economic dispatching. Lower prices during the quarter provided us the opportunity to shut down our generation earlier and supply our contractual obligation by buying cheaper power in the market. We are using that time to execute planned major maintenance on both units. We expect the units to be available in June when prices are expected to be higher.
Comparable EBITDA decreased by $26 million for the three months ended March 31, 2016 compared to the same period in 2015, primarily as a result of much lower realized prices. Results of the first quarter of 2015 benefited from higher priced hedges entered into in 2014.
Depreciation and amortization was in a recovery position in the first quarter of 2016 as a result of higher discount rates being applied to our decommissioning obligation of the Centralia mine. As the mine is in the reclamation stage, the adjustment flows directly to earnings.
(1) Adjusted for economic dispatching.
(2) Restated to include non-operating legacy U.S. Gas costs. Refer to the Accounting Changes section of this MD&A.
transalta corporation/Q1 2016 M11 |
Canadian Gas
3 months ended March 31 | 2016 | 2015 |
Availability (%) | 99.4 | 99.8 |
Contract production (GWh) | 743 | 1,026 |
Merchant production (GWh) | - | 695 |
Total production (GWh) | 743 | 1,721 |
Gross installed capacity (MW)(1) | 1,057 | 1,183 |
Revenues | 122 | 143 |
Fuel and purchased power | 42 | 67 |
Comparable gross margin | 80 | 76 |
Operations, maintenance, and administration | 14 | 18 |
Taxes, other than income taxes | 1 | 1 |
Comparable EBITDA | 65 | 57 |
Depreciation and amortization | 28 | 24 |
Comparable operating income | 37 | 33 |
Sustaining capital: | ||
Routine capital | - | 2 |
Planned major maintenance | 2 | 7 |
Total | 2 | 9 |
[7]
Production for the three months ended March 31, 2016 decreased 978 GWh compared to the same period in 2015, primarily due to the restructuring of our contract with Suncor at Poplar Creek in the third quarter of 2015 and low prices in Ontario.
Comparable EBITDA for the three months ended March 31, 2016
was $65 million compared to $57 million for the same period in 2015, primarily as result of a year over year change in mark-to-market
on our gas position. Last year included losses of
$4 million compared to a gain of $3 million this quarter.
Depreciation and amortization increased $4 million during the first quarter compared to the same period in 2015 due to the Poplar Creek restructuring that resulted in a higher asset base under a finance lease.
Sustaining capital decreased by $7 million during the first quarter of 2016 compared to the same period in 2015, primarily as a result of the refurbishment of a spare engine during 2015. Also, the obligation to maintain the Poplar Creek facility has been transferred to our customer as part of our new contract arrangement.
(1) Includes production capacity for the Fort Saskatchewan power station, which has been accounted for as a finance lease. During 2015, operational control of our Poplar Creek facility was transferred to Suncor. We continue to own a portion of the facility and have included our portion as a part of gross capacity measures. Poplar Creek has been removed from our availability and production metrics, effective Sept. 1, 2015.
M12 transalta corporation/Q1 2016 |
Australian Gas
3 months ended March 31 | 2016 | 2015 |
Availability (%) | 90.1 | 88.6 |
Contract production (GWh) | 372 | 303 |
Gross installed capacity (MW)(1) | 348 | 348 |
Revenues | 42 | 38 |
Fuel and purchased power | 5 | 5 |
Comparable gross margin | 37 | 33 |
Operations, maintenance, and administration | 6 | 6 |
Comparable EBITDA | 31 | 27 |
Depreciation and amortization | 5 | 4 |
Comparable operating income | 26 | 23 |
Sustaining capital: | ||
Routine capital | 1 | - |
[8]
The production increase of 69 GWh during the first quarter of 2016 compared to the same period in 2015 was due to a change in the power import regime at one of our customer’s location. Due to the nature of our contract, the change did not have a significant financial impact.
Comparable EBITDA increased by $4 million during the first quarter of 2016 to $31 million compared to the same period in 2015, largely as a result of additional revenues from the natural gas pipeline that was commissioned in late March 2015.
(1) Includes production capacity for the Solomon power station, which has been accounted for as a finance lease.
transalta corporation/Q1 2016 M13 |
Wind and Solar
3 months ended March 31 | 2016 | 2015 |
Availability (%) | 96.8 | 95.0 |
Contract production (GWh) | 711 | 637 |
Merchant production (GWh) | 420 | 340 |
Total production (GWh) | 1,131 | 977 |
Gross installed capacity (MW)(1) | 1,424 | 1,289 |
Revenues | 84 | 73 |
Fuel and purchased power | 9 | 4 |
Comparable gross margin | 75 | 69 |
Operations, maintenance, and administration | 12 | 12 |
Taxes, other than income taxes | 2 | 2 |
Comparable EBITDA | 61 | 55 |
Depreciation and amortization | 30 | 22 |
Comparable operating income | 31 | 33 |
Sustaining capital: | ||
Planned major maintenance | 2 | 2 |
[9]
Production for the first quarter of 2016 increased by 154 GWh compared to the same period in 2015, mainly due to the contribution from assets acquired during the second half of 2015 (97 GWh), and increased generation from our portfolio caused by higher wind volumes across our fleet (57 GWh). Units acquired in 2015 contributed nearly $6 million of comparable EBITDA during the quarter. Higher generation from our portfolio compared to last year offset the impact of lower prices in Alberta. Outside of Alberta, all of our generation is contracted.
Depreciation and amortization during the first quarter of 2016 increased by $8 million compared to the same period in 2015, primarily due to the addition of new projects during the second half of 2015 and a $1 million impact from the retirement of Cowley Ridge, the first commercial wind farm in Canada.
(1) Our 2015 capacity excludes acquisitions completed during the second half of 2015.
M14 transalta corporation/Q1 2016 |
Hydro
3 months ended March 31 | 2016 | 2015 |
Contract production (GWh) | 417 | 398 |
Merchant production (GWh) | 4 | 9 |
Total production (GWh) | 421 | 407 |
Gross installed capacity (MW) | 926 | 913 |
Revenues | 28 | 25 |
Fuel and purchased power | 2 | 1 |
Comparable gross margin | 26 | 24 |
Operations, maintenance, and administration | 7 | 10 |
Taxes, other than income taxes | 1 | - |
Comparable EBITDA | 18 | 14 |
Depreciation and amortization | 7 | 6 |
Comparable operating income | 11 | 8 |
Sustaining capital: | ||
Hydro life extension | 3 | 6 |
Planned major maintenance | 2 | 1 |
Total | 5 | 7 |
Production for the first quarter of 2016 increased by 14 GWh compared to the same period in 2015 due to increased water resource over last year.
Comparable EBITDA increased by $4 million to $18 million, primarily due to a correction with a buyer of prior years’ production volumes, and cost reduction initiatives.
transalta corporation/Q1 2016 M15 |
Energy Marketing
3 months ended March 31 | 2016 | 2015 |
Revenues and comparable gross margin | 32 | 31 |
Operations, maintenance, and administration | 9 | 8 |
Comparable EBITDA | 23 | 23 |
Depreciation and amortization | 1 | - |
Comparable operating income | 22 | 23 |
Comparable EBITDA remained similar to 2015 and in line with our expectations for the first quarter.
Corporate
The expenses incurred by the Corporate Segment are as follows:
3 months ended March 31 | 2016 | 2015 |
Operations, maintenance, and administration and taxes other than income taxes |
18 | 18 |
Depreciation and amortization | 7 | 6 |
Comparable operating loss | 25 | 24 |
Sustaining capital: | ||
Routine capital | 3 | 4 |
Our Corporate overhead costs during the quarter have remained comparable to 2015. Benefits of lower costs in the segment from our recent restructuring amounting to approximately $3 million this period have been primarily passed on to our operating segments.
M16 transalta corporation/Q1 2016 |
Other Consolidated Analysis
Income Taxes
[10]
A reconciliation of income taxes and effective tax rates on earnings, excluding non-comparable items, is presented below:
3 months ended March 31 | 2016 | 2015 |
Earnings before income taxes | 53 | 29 |
Comparable adjustments: | ||
Impacts associated with certain de-designated and economic hedges | 5 | 31 |
Economic hedges of non-controlling interest in intercompany foreign exchange contracts |
(2) | - |
Restructuring expense | - | 7 |
Flood-related maintenance costs, net of insurance recovery | - | 1 |
Comparable earnings before tax | 56 | 68 |
Comparable earnings attributable to non-controlling interests before tax | (27) | (16) |
Comparable earnings attributable to TransAlta shareholders subject to tax |
29 | 52 |
Income tax expense (recovery) (Restated(1)) | (18) | 43 |
Comparable income tax expense adjustments: | ||
Income tax expense related to impacts associated with certain de-designated and economic hedges |
1 | 11 |
Income tax recovery related to restructuring provision | - | 2 |
Income tax recovery related to writedown of deferred income tax assets | 23 | 15 |
Income tax expense related to investment in subsidiary (Restated(1)) | - | (55) |
Income tax expense related to changes in corporate income tax rates | (1) | - |
Income tax expense related to non-comparable items attributable to economic hedges of non-controlling interest in intercompany foreign exchange contracts |
(1) | - |
Comparable income tax expense | 4 | 16 |
Comparable income tax expense attributable to non-controlling interests | (1) | (2) |
Comparable income tax expense attributable to TransAlta shareholders | 3 | 14 |
Comparable effective tax rate on earnings attributable to TransAlta shareholders (%) |
10 | 27 |
The comparable income tax expense attributable to TransAlta shareholders for the three months ended March 31, 2016 decreased compared to the same period in 2015 primarily due to lower comparable earnings.
The comparable effective tax rate on earnings attributable to TransAlta shareholders decreased for the three months ended March 31, 2016 compared to the same period in 2015 primarily due to the effect of certain deductions that do not fluctuate with earnings and changes in the amount of earnings between the jurisdictions in which the pre-tax income was earned.
(1) 2015 restated to reflect prior period correction. Refer to the Accounting Changes section of this MD&A.
transalta corporation/Q1 2016 M17 |
During the three months ended March 31, 2016, we reversed
a previous writedown of deferred income tax assets of
$23 million (March 31, 2015 - $15 million) of which $10 million represented an adjustment in respect of deferred income tax of
prior periods. The remaining deferred income tax assets mainly relate to the tax benefits of losses associated with our directly
owned U.S. operations. We had written these assets off as it was no longer considered probable that sufficient future taxable income
would be available from our directly owned U.S. operations to utilize the underlying tax losses, due to reduced price growth expectations.
We recognized other comprehensive income during the period that has given rise to taxable temporary differences, which forms the
primary basis for utilization of some of the tax losses and the reversal of the writedown.
In order to give effect to the sale of an economic interest in Australian assets with TransAlta Renewables, a reorganization of certain TransAlta subsidiaries was completed. The reorganization resulted in the recognition in the first quarter of 2015 of a $55 million deferred tax liability on TransAlta's investment in a subsidiary. The deferred tax liability had not been recognized previously, since prior to the reorganization, the taxable temporary difference was not expected to reverse in the foreseeable future.
Capital Structure and Liquidity
Our capital structure consisted of the following components as shown below:
March 31, 2016 | Dec. 31, 2015 | ||||||||
As at | $ | % | $ | % | |||||
Recourse debt - CAD debentures | 1,045 | 12 | 1,044 | 12 | |||||
Recourse debt - U.S. senior notes | 2,073 | 24 | 2,221 | 26 | |||||
Credit facilities | - | - | 315 | 4 | |||||
U.S. tax equity financing | 45 | 1 | 50 | 1 | |||||
Other | 34 | - | 17 | - | |||||
Less: cash and cash equivalents | (30) | - | (54) | (1) | |||||
Less: fair value asset of hedging instruments on debt | (125) | (1) | (190) | (2) | |||||
Net recourse debt | 3,042 | 36 | 3,403 | 40 | |||||
Non-recourse debt | 754 | 9 | 766 | 9 | |||||
Finance lease obligations | 79 | 1 | 82 | 1 | |||||
Total net debt | 3,875 | 46 | 4,251 | 50 | |||||
Non-controlling interests | 1,164 | 14 | 1,029 | 12 | |||||
Equity attributable to shareholders | |||||||||
Common shares | 3,093 | 37 | 3,075 | 35 | |||||
Preferred shares | 942 | 11 | 942 | 11 | |||||
Contributed surplus, deficit, and accumulated other comprehensive income |
(657) | (8) | (656) | (8) | |||||
Total capital | 8,417 | 100 | 8,641 | 100 |
During the quarter, we paid out the credit facilities balance of approximately $315 million through a combination of cash flows from operations and cash proceeds of $173 million received from the sale to TransAlta Renewables of an economic interest in the 506 MW Sarnia cogeneration facility and two renewable energy facilities that closed Jan. 6, 2016.
M18 transalta corporation/Q1 2016 |
The weakening of the US dollar decreased our long-term debt balances by $155 million since Dec. 31, 2015. Almost all of our U.S.-denominated debt is hedged either through financial contracts or net investments in our U.S. operations. During the quarter, these changes in our U.S.-denominated debt were offset as follows:
3 months ended March 31 | 2016 | ||||
Effects of foreign exchange on carrying amounts of U.S. operations (net investment hedge) and finance lease receivable |
(81) | ||||
Foreign currency cash flow hedges on debt | (68) | ||||
Economic hedges and other | (6) | ||||
Total | (155) | ||||
During the period through Dec. 31, 2018, we have approximately $1.6 billion of recourse and non-recourse debt maturing. We expect to refinance some of these upcoming debt maturities by raising debt secured by some of our contracted assets in Canada and the U.S. We also expect to continue our de-leveraging strategy and most of our free cash flow over the next three years, after funding of the South Hedland project, will be allocated to debt reduction.
Credit Facilities
Our credit facilities
provide us with significant liquidity. At March 31, 2016, we had a total of $2.1 billion
(Dec. 31, 2015 - $2.2 billion) of committed credit facilities, of which $1.5 billion (Dec.
31, 2015 - $1.3 billion) was available. We are in compliance with the terms of the credit facilities. At March 31, 2016, the $0.6
billion (Dec. 31, 2015 - $0.9 billion) of credit utilized under these facilities was comprised of actual drawings of nil (Dec.
31, 2015 - $0.3 billion) and letters of credit of
$0.6 billion (Dec. 31, 2015 - $0.6 billion). These facilities are comprised of a $1.5 billion
committed syndicated bank facility expiring in 2019, and four bilateral credit facilities expiring in 2017. We anticipate renewing
these facilities, based on reasonable commercial terms, prior to their maturities.
Share Capital
On March 17, 2016, we announced that 1,824,620 of our 12 million Series A Cumulative Fixed Redeemable Rate Reset Preferred Shares were tendered for conversion, on a one-for-one basis, into the Series B Cumulative Redeemable Floating Rate Preferred Shares. Refer to the Highlights and Significant and Subsequent Events sections of this MD&A for further details.
The following table outlines the common and preferred shares issued and outstanding:
As at | May 2, 2016 | March 31, 2016 | Dec. 31, 2015 |
Number of shares (millions) | |||
Common shares issued and outstanding, end of period | 287.9 | 287.9 | 284.0 |
Preferred shares | |||
Series A | 10.2 | 10.2 | 12.0 |
Series B | 1.8 | 1.8 | - |
Series C | 11.0 | 11.0 | 11.0 |
Series E | 9.0 | 9.0 | 9.0 |
Series G | 6.6 | 6.6 | 6.6 |
Preferred shares issued and outstanding, end of period | 38.6 | 38.6 | 38.6 |
transalta corporation/Q1 2016 M19 |
Non-Controlling Interests
As of March 31, 2016, we own 64.0 per cent (Dec. 31, 2015 – 66.6 per cent) of TransAlta Renewables. On Jan. 6, 2016, we completed the sale of an economic interest of the 506 MW Sarnia cogeneration facility and of two renewable energy facilities with total capacity of 105 MW for $540 million.
We remain committed to maintaining our position as the majority shareholder and sponsor of TransAlta Renewables with a stated goal of maintaining our interest between 60 to 80 per cent.
Returns to Providers of Capital
Net Interest Expense
The components of net interest expense are shown below:
3 months ended March 31 | 2016 | 2015 |
Interest on debt | 60 | 57 |
Capitalized interest | (3) | (3) |
Interest on finance lease obligations | 1 | 1 |
Accretion of provisions | 6 | 5 |
Net interest expense | 64 | 60 |
For the three months ended March 31, 2016, net interest expense increased compared to the same period in 2015, primarily due to higher interest expense on foreign-denominated debt due to the stronger US dollar relative to the same period last year.
Dividends to Shareholders
On Jan. 14, 2016, we announced a reduction of our common share dividend from $0.72 annually to $0.16 annually and the suspension of the Premium DividendTM, Dividend Reinvestment and Optional Common Share Purchase Plan effective immediately. These actions were taken as part of a plan to maximize our long-term financial flexibility. Declaration of dividends is at the discretion of the Board.
On Feb. 16, 2016, we declared a quarterly dividend of $0.04 per share on common shares, payable on April 1, 2016 and a quarterly dividend of $0.2875 per share on the Series A and Series C preferred shares, $0.3125 per share on the Series E preferred shares, and $0.33125 per share on the Series G preferred shares, all payable on March 31, 2016.
On April 21, 2016, we declared a quarterly dividend of $0.04 per share on common shares, payable on July 1, 2016 and a quarterly dividend of $0.16931 per share on the Series A preferred shares, $0.15940 per share on the Series B preferred shares, $0.2875 on the Series C preferred shares, $0.3125 per share on the Series E preferred shares, and $0.33125 per share on the Series G preferred shares, all payable on June 30, 2016.
Non-Controlling Interests
Comparable earnings attributable to non-controlling interests
for the three months ended March 31, 2016 increased
$12 million to $26 million compared to the same period in 2015, primarily due to the additional common shares issued to the public
by TransAlta Renewables in relation to the Australian and Canadian portfolio dropdowns in addition to higher earnings of TransAlta
Renewables on a larger asset base, partially offset by unrealized foreign exchange losses on some of the financial interests in
the Australian Assets.
M20 transalta corporation/Q1 2016 |
Financial Position
The following charts highlight significant changes in the
Condensed Consolidated Statements of Financial Position from
Dec. 31, 2015 to March 31, 2016:
Increase/ | |||
(decrease) | Primary factors explaining change | ||
Cash and cash equivalents | (24) | Timing of receipts and payments, repayment of credit facilities | |
Trade and other receivables | (110) | Timing of customer receipts, offset by increases in collateral paid ($27 million) and seasonality of revenue | |
Finance lease receivables (long-term) | (44) | Unfavourable changes in foreign exchange rates | |
Property, plant, and equipment, net | (143) | Depreciation for the period ($139 million), unfavourable changes in foreign exchange rates ($65 million), and revisions to decommissioning and restoration costs ($19 million), partially offset by additions ($85 million) | |
Risk management assets (current and long-term) | (74) | Changes in foreign exchange rates | |
Other | 2 | ||
Total decrease in assets | (393) |
Increase/ | |||
(decrease) | Primary factors explaining change | ||
Credit facilities, long-term debt, and finance lease obligations (including current portion) |
(465) | Favourable effects of changes in foreign exchange rates ($155 million) and credit facility repayment ($315 million) | |
Decommissioning and other provisions (current and long-term) |
(42) | Increase in risk-adjusted discount rates | |
Defined benefit obligation and other long-term liabilities |
23 | Decrease in risk free discount rates | |
Risk management liabilities (current and long-term) |
(31) | Contract settlements | |
Equity attributable to shareholders | 17 | Net earnings ($64 million), issuance of common shares ($18 million), and gains on cash flow hedges ($43 million), partially offset by net losses on translating net assets of foreign operations ($52 million) and actuarial losses on defined benefit plans ($20 million) | |
Non-controlling interests | 135 | Sale of economic interests to TransAlta Renewables, partially offset by net loss for the period, and distributions paid and payable to non-controlling interests | |
Other | (30) | ||
Total decrease in liabilities and equity | (393) |
transalta corporation/Q1 2016 M21 |
Cash Flows
The following chart highlights significant changes in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 compared to the same period in 2015:
3 months ended March 31 | 2016 | 2015 | Primary factors explaining change |
Cash and cash equivalents, beginning of period | 54 | 43 | |
Provided by (used in): | |||
Operating activities | 275 | 153 | Favourable change in non-cash working capital of $143 million, partially offset by lower cash earnings |
Investing activities | (67) | (143) | Lower additions to property, plant, and equipment, realized gains on financial instruments, and a higher decrease in finance lease receivables as a result of the Poplar Creek restructuring during late 2015 |
Financing activities | (230) | 7 | Repayment of credit facilities, an increase in distributions to non-controlling interests, and lower realized gains on financial instruments, partially offset by the proceeds from the sale of additional non-controlling interests |
Translation of foreign currency cash | (2) | 1 | |
Cash and cash equivalents, end of period | 30 | 61 |
Unconsolidated Structured Entities or Arrangements
Disclosure is required of all unconsolidated structured entities or arrangements such as transactions, agreements, or contractual arrangements with unconsolidated entities, structured finance entities, special purpose entities, or variable interest entities that are reasonably likely to materially affect liquidity or the availability of, or requirements for, capital resources. We currently have no such unconsolidated structured entities or arrangements.
Guarantee Contracts
We have obligations to issue letters of credit and cash
collateral to secure potential liabilities to certain parties, including those related to potential environmental obligations,
commodity risk management and hedging activities, construction projects, and purchase obligations. At March 31, 2016, we provided
letters of credit totalling $588 million (Dec. 31, 2015 -
$575 million) and cash collateral of $101 million (Dec. 31, 2015 - $74 million). These letters of credit and cash collateral secure
certain amounts included on our Condensed Consolidated Statements of Financial Position under risk management liabilities and decommissioning
and other provisions.
M22 transalta corporation/Q1 2016 |
Earnings and Other Measures on a Comparable Basis
We evaluate our performance and the performance of our business segments using a variety of measures. Those discussed below, and elsewhere in this MD&A, are not defined under IFRS and, therefore, should not be considered in isolation or as an alternative to or to be more meaningful than net earnings attributable to common shareholders or cash flow from operating activities, as determined in accordance with IFRS, when assessing our financial performance or liquidity. These measures are not necessarily comparable to a similarly titled measure of another company.
Each business segment assumes responsibility for its operating results measured to gross margin and operating income. Operating income and gross margin provides management and investors with a measurement of operating performance that is readily comparable from period to period.
In calculating these items, we exclude certain items as management believes these transactions are not representative of our business operations. Earnings on a comparable basis per share are calculated using the weighted average common shares outstanding during the period.
During 2016, prior period restatements were made to the 2015 period. Refer to the Accounting Changes section of this MD&A for a description of these items.
The adjustments made to calculate comparable EBITDA and comparable earnings for the three months ended March 31, 2016 and the same period in 2015 are as follows. References are to the reconciliation presented on the following pages.
3 months ended March 31 | 2016 | 2015 | ||
Reference number |
Adjustment | Segment | ||
Reclassifications: | ||||
1 | Finance lease income used as a proxy for operating revenue |
Australian Gas | 13 | 12 |
Canadian Gas | 3 | 1 | ||
2 | Decrease in finance lease receivable used as a proxy for operating revenue and depreciation |
Canadian Gas | 14 | 1 |
3 | Reclassification of mine depreciation from fuel and purchased power |
Canadian Coal | 15 | 14 |
Adjustments (increasing (decreasing) earnings to arrive at comparable results): | ||||
4 | Impacts to revenue associated with certain de-designated and economic hedges |
U.S. Coal | 5 | 31 |
5 | Maintenance costs related to the Alberta flood of 2013, net of insurance recoveries |
Hydro | - | 1 |
6 | Restructuring expense | Canadian Coal | - | 7 |
7 | Economic hedges of non-controlling interest in intercompany foreign exchange contracts |
Unassigned | (2) | - |
8 | Net tax effect on comparable adjustments subject to tax |
Unassigned | - | (13) |
9 | Deferred income tax rate adjustment | Unassigned | 1 | - |
10 | Reversal of writedown of deferred income tax assets | Unassigned | (23) | (15) |
11 | Income tax expense related to temporary difference on investment in subsidiary (Restated)* |
Unassigned | - | 55 |
12 | Non-comparable items attributable to non-controlling interests |
Unassigned | (29) | - |
* 2015 restated to reflect prior period correction. Refer to the Accounting Changes section of this MD&A.
transalta corporation/Q1 2016 M23 |
A reconciliation of comparable results to reported results for the three months ended March 31, 2016 and the same period in 2015 is as follows:
3 months ended March 31, 2016 | 3 months ended March 31, 2015 | |||||||||||||||
Reported |
Comparable reclassifications |
Comparable adjustments |
Comparable total |
Reported | Comparable reclassifications |
Comparable adjustments |
Comparable total | |||||||||
Revenues | 568 | 30 | (1, 2) | 5 | (4) | 603 | 593 | 14 | (1, 2) | 31 | (4) | 638 | ||||
Fuel and purchased power | 208 | (15) | (3) | - | 193 | 237 | (14) | (3) | - | 223 | ||||||
Gross margin | 360 | 45 | 5 | 410 | 356 | 28 | 31 | 415 | ||||||||
Operations, maintenance, and administration | 123 | - | - | 123 | 134 | - | (1) | (5) | 133 | |||||||
Restructuring provision | - | - | - | - | 7 | - | (7) | (6) | - | |||||||
Taxes, other than income taxes | 8 | - | - | 8 | 7 | - | - | 7 | ||||||||
EBITDA | 229 | 45 | 5 | 279 | 208 | 28 | 39 | 275 | ||||||||
Depreciation and amortization | 122 | 29 | (2, 3) | - | 151 | 133 | 15 | (2, 3) | - | 148 | ||||||
Operating income | 107 | 16 | 5 | 128 | 75 | 13 | 39 | 127 | ||||||||
Finance lease income | 16 | (16) | (1) | - | - | 13 | (13) | (1) | - | - | ||||||
Foreign exchange gain (loss) | (6) | - | (2) | (7) | (8) | 1 | - | - | 1 | |||||||
Earnings before interest and taxes | 117 | - | 3 | 120 | 89 | - | 39 | 128 | ||||||||
Net interest expense | 64 | - | - | 64 | 60 | - | - | 60 | ||||||||
Income tax expense (recovery) | (18) | - | 22 | (8, 9, 10) | 4 | 43 | - | (27) | (8, 10, 11) | 16 | ||||||
Net earnings (loss) | 71 | - | (19) | 52 | (14) | - | 66 | 52 | ||||||||
Non-controlling interests | (3) | - | 29 | (12) | 26 | 14 | - | - | 14 | |||||||
Net earnings (loss) attributable to TransAlta shareholders |
74 | - | (48) | 26 | (28) | - | 66 | 38 | ||||||||
Preferred share dividends | 12 | - | - | 12 | 12 | - | - | 12 | ||||||||
Net earnings (loss) attributable to common shareholders |
62 | - | (48) | 14 | (40) | - | 66 | 26 | ||||||||
Weighted average number of common shares outstanding in the period |
288 | 288 | 277 | 277 | ||||||||||||
Net earnings (loss) per share attributable to common shareholders |
0.22 | 0.05 | (0.14) | 0.09 |
M24 transalta corporation/Q1 2016 |
Financial Instruments
Refer to Note 13 of the notes to the audited annual consolidated
financial statements within our 2015 Annual Integrated Report and Note 7 of our unaudited interim condensed consolidated financial
statements as at and for the three months ended March 31, 2016 for details on Financial Instruments. Refer to the Governance and
Risk Management section of our 2015 Annual Integrated Report and Note 8 of our unaudited interim condensed consolidated financial
statements for further details on our risks and how we manage them. Our risk management profile and practices have not changed
materially from
Dec. 31, 2015.
We may enter into commodity transactions involving non-standard features for which observable market data is not available. These are defined under IFRS as Level III financial instruments. Level III financial instruments are not traded in an active market and fair value is, therefore, developed using valuation models based upon internally developed assumptions or inputs. Our Level III fair values are determined using data such as unit availability, transmission congestion, or demand profiles. Fair values are validated on a quarterly basis by using reasonably possible alternative assumptions as inputs to valuation techniques, and any material differences are disclosed in the notes to the financial statements.
We may also have various contracts with terms that extend beyond a liquid trading period. As forward market prices are not available for the full period of these contracts, the value of these contracts must be derived by reference to a forecast that is based on a combination of external and internal fundamental modeling, including discounting. As a result, these contracts are classified in Level III. These contracts are for specified prices with counterparties that we believe to be creditworthy.
As at March 31, 2016, total Level III financial instruments
had a net asset carrying value of $576 million
(Dec. 31, 2015 - $542 million net asset). The increase during the period is attributable to a decrease in estimated long-term power
prices on a long-term power sale contract designated as an all-in-one cash flow hedge, for which changes in fair value are recognized
in other comprehensive income, and maturities of gas contracts, partially offset by unfavourable changes in foreign exchange rates
due to the weakening of the US dollar relative to the Canadian dollar.
transalta corporation/Q1 2016 M25 |
2016 Financial Outlook
Despite continuing low prices in Alberta and Pacific Northwest, our expected key financial target ranges for 2016 remain as previously disclosed:
Measure | Target |
Comparable EBITDA | $990 million to $1,100 million |
Comparable FFO | $755 million to $835 million |
Comparable FCF | $250 million to $300 million |
Dividend | $0.16 per share, 15 to 18 per cent payout of Comparable FCF |
Market
For 2016, power prices in Alberta are expected to be substantially lower than 2015 as a result of persistent low natural gas prices, low demand growth, and the current level of supply. However, prices can vary based on supply and weather conditions. In the Pacific Northwest we expect power prices to be lower as well due to low natural gas prices. We do not have significant uncontracted positions in other jurisdictions.
Operations
Availability and Operating Costs
Availability of our coal fleet in Canada is expected to be in the range of 87 to 89 per cent in 2016. Availability of our other generating assets (gas, renewables) generally exceeds 95 per cent. All of our businesses are sustaining cost reduction initiatives completed in 2015. We continue to explore ways to further reduce our costs and be more competitive.
Contracted Cash Flows
As a result of Alberta PPAs and long-term contracts, approximately 75 per cent of our capacity is contracted over the next two years. This is reduced to 65 per cent when our Alberta PPAs for Sundance units 1 and 2 expire in 2017. More than half of our non-contracted generation is sold forward 12 to 18 months ahead of time using short-term physical or financial contracts, such that on an aggregated portfolio basis, depending on market conditions, we target being up to 90 per cent contracted for the upcoming calendar year. As at the end of the first quarter, approximately 88 per cent of our 2016 capacity was contracted. The average prices of our short-term physical and financial contracts for 2016 are approximately $50 per MWh in Alberta and approximately US$45 per MWh in the Pacific Northwest.
Fuel Costs
Mining costs at our Alberta coal mine are expected to decrease in 2016 due to improved efficiency, lower diesel cost, and production improvements. Seasonal variations in coal costs at our Alberta mine are minimized through the application of standard costing. Coal costs for 2016, on a standard cost per tonne basis, are expected to be one to four per cent lower than 2015 unit costs.
In the Pacific Northwest, our U.S. Coal mine, adjacent to our power plant, is in the reclamation stage. Fuel at U.S. Coal is purchased primarily from external suppliers in the Powder River Basin and delivered by rail. The delivered cost of fuel per MWh for 2016 is expected to decrease by approximately three per cent due to lower diesel surcharge costs on coal deliveries.
The value of coal inventories is assessed for impairment at the end of each reporting period.
Most of our generation from gas is sold under contracts with pass-through provisions for fuel. For gas generation with no pass-through provision, we typically purchase natural gas from outside companies coincident with production, thereby minimizing our risk to changes in prices.
We closely monitor the risks associated with changes in electricity and input fuel prices on our future operations and, where we consider it appropriate, use various physical and financial instruments to hedge our assets and operations from such price risks.
Energy Marketing
EBITDA from our Energy Marketing Segment is affected by prices and volatility in the market, overall strategies adopted, and changes in regulation and legislation. We continuously monitor both the market and our exposure to maximize earnings while still maintaining an acceptable risk profile. Our 2016 objective for Energy Marketing is to contribute between $60 million to $80 million in gross margin for the year. Gross margin in the first quarter was in line with our expectations.
Exposure to Fluctuations in Foreign Currencies
Our strategy is to minimize the impact of fluctuations in the Canadian dollar against the US dollar and Australian dollar by offsetting foreign-denominated assets with foreign-denominated liabilities and by entering into foreign exchange contracts. We also have foreign-denominated expenses, including interest charges, which partly offset our net foreign-denominated revenues.
Net Interest Expense
Net interest expense for 2016 is expected to be lower than in 2015 primarily due to higher capitalized interest. However, changes in interest rates and in the value of the Canadian dollar relative to the US dollar can affect the amount of net interest expense incurred. Most of our debt is at fixed interest rates.
Liquidity and Capital Resources
We expect to maintain adequate available liquidity under our committed credit facilities. Free cash flows generated by the business should be sufficient to support the construction of the South Hedland power station in 2016.
Income Taxes
The effective tax rate on earnings, excluding non-comparable items for 2016, is expected to be approximately 10 to 15 per cent, which is lower than the statutory tax rate of 27 per cent, due to changes in the amount of earnings between the jurisdictions in which pre-tax income is earned and the effect of certain deductions that do not fluctuate with earnings.
M26 transalta corporation/Q1 2016 |
Capital Expenditures
Our major projects are focused on sustaining our current operations and supporting our growth strategy.
Growth and Major Project Expenditures
A summary of the significant growth and major projects that are in progress is outlined below:
Total Project | 2016 | Target | |||||
Estimated spend | Spent to date(1) | Estimated spend | completion date |
Details | |||
Project | |||||||
South Hedland power station(2) | 593 | 274 | 119 | Q2 2017 | 150 MW combined cycle power plant | ||
Solomon load bank facility(3) | 5 | 2 | 3 | Q2 2016 | Installation of 20 MW load bank facility required to complete the Solomon power station | ||
Transmission | Not applicable (4) | 13 | Ongoing | Regulated transmission that receives a return on investment | |||
Total | 598 | 276 | 135 |
[12][13][14][15]
Sustaining and Productivity Expenditures
A significant portion of our sustaining and productivity capital is planned major maintenance, which includes inspection, repair and maintenance of existing components, and the replacement of existing components. Planned major maintenance costs are capitalized as part of property, plant, and equipment and are amortized on a straight-line basis over the term until the next major maintenance event. It excludes amounts for day-to-day routine maintenance, unplanned maintenance activities, and minor inspections and overhauls, which are expensed as incurred.
Our estimate for total sustaining and productivity capital is allocated among the following:
Category | Description | Spent to date(1) |
Expected spend in 2016 | |||
Routine capital(5) | Capital required to maintain our existing generating capacity | 10 | 100 - 105 | |||
Planned major maintenance | Regularly scheduled major maintenance | 46 | 155 - 165 | |||
Mine capital | Capital related to mining equipment and land purchases | - | 30 - 35 | |||
Finance leases | Payments on finance leases | 3 | 15 - 20 | |||
Total sustaining capital excluding flood-recovery capital | 59 | 300 - 325 | ||||
Flood-recovery capital | Capital arising from the 2013 Alberta flood | - | 5 | |||
Total sustaining capital | 59 | 305 - 330 | ||||
Productivity capital | Projects to improve power production efficiency and corporate improvement initiatives |
- | 10 - 15 | |||
Total sustaining and productivity capital | 59 | 315 - 345 |
[16
(1) As at March 31, 2016.
(2) Estimated project spend is AUD$570 million. Total estimated project spend is stated in CAD$ and includes estimated capital interest costs. The total estimated project spend may change due to fluctuation in foreign exchange rates.
(3) Includes certain natural gas conversion costs at the Solomon power station that will be recognized as a finance lease receivable. The total estimated project spend may change due to fluctuations in foreign exchange rates.
(4) Transmission projects are aggregated and develop on an ongoing basis. Consequently, discrete project spend is not available.
(5) Includes hydro life extension spend.
transalta corporation/Q1 2016 M27 |
Planned major outages for 2016 include full major turnarounds of two Canadian Coal units that we operate, and two that our partners operate. During the first quarter, we replaced one planned full scope major turnaround with limited scope major turnaround work on two units that we operate. Our planned outages also includes significant work at our hydro facilities, including a stator/generator replacement.
One of our partners completed a major turnaround of one Canadian Coal unit that we do not operate in the first quarter of 2016, and in April we completed the planned outage of a second unit that we operate. The two limited scope turnaround projects were also completed in the first quarter. As a result, we now have only one more planned major outage at the Canadian Coal facilities that we operate for the rest of this year, and one at units that our partners operate.
During the first quarter of 2016, we reduced our estimate of sustaining capital expenditures for the full year from our previous estimate by approximately $25 million, to reflect the reduced scope of a major turnaround, deferral of the Ghost river diversion project to a subsequent year, and other savings and deferrals.
Lost production as a result of planned major maintenance, excluding planned major maintenance for U.S. Coal, which is scheduled during a period of economic dispatching, and limited-scope major maintenance projects executed during unplanned outages, is estimated as follows for 2016:
Coal | Gas and Renewables | Total | Lost to date(1) | |||
GWh lost | 825 - 835 | 135 - 145 | 960 - 980 | 357 |
The reduction in estimated lost production from previous estimates is attributable to the reduced maintenance activities described above.
Financing
Financing for these capital expenditures is expected to be provided by cash flow from operating activities. We have access to approximately $1.5 billion in liquidity, if required. The funds required for committed growth, sustaining capital, and productivity projects are not expected to be significantly impacted by the current economic environment.
(1) As at March 31, 2016.
M28 transalta corporation/Q1 2016
Accounting Changes
A. Current Accounting Changes
I. Operating and Reportable Segments
Beginning this quarter, we have chosen to disaggregate presentation of the Gas reportable segment into its two operating segments, Canadian Gas and Australian Gas. Previously included legacy costs of the non-operating U.S. Gas function have been re-allocated to U.S. Coal to align with management’s internal monitoring practices. Comparative segmented results for 2015 have been restated to align with separate reporting of the two segments and the reallocation of the non-operating costs.
II. Restatement of a Prior Quarter
During the fourth quarter of 2015, we restated the statement
of earnings of the first quarter of 2015, to increase
non-comparable deferred tax expense by $47 million. As a result, net earnings attributable to common shareholders of the first
quarter of 2015 has decreased from $7 million to a net loss of $40 million. The adjustment is due to the correction of the tax
basis of an internally transferred asset as part of the reorganization of companies giving effect to the sale of an economic interest
in Australian Assets to TransAlta Renewables which closed during the second quarter of 2015. Comparative information of the first
quarter of 2015 presented in this document has been adjusted accordingly.
B. Future Accounting Changes
Accounting standards that have been previously issued by
the IASB but are not yet effective, and have not been applied include IFRS 9 Financial Instruments, IFRS 15 Revenue from
Contracts with Customers, and IFRS 16 Leases. Refer to Note 3 of the most recent annual consolidated financial
statements for information regarding the requirements of IFRS 9, IFRS 15, and
IFRS 16.
transalta corporation/Q1 2016 M29
|
Selected Quarterly Information
Our results are seasonal due to the nature of the electricity market and related fuel costs. Higher maintenance costs are usually incurred in the spring and fall when electricity prices are expected to be lower, as electricity prices generally increase in the peak winter and summer months in our main markets due to increased heating and cooling loads. Margins are also typically impacted in the second quarter due to the volume of hydro production resulting from spring runoff and rainfall in the Pacific Northwest, which impacts production at U.S. Coal. Typically, hydro facilities generate most of their electricity and revenues during the spring months when melting snow starts feeding watersheds and rivers. Inversely, wind speeds are historically greater during the cold winter months and lower in the warm summer months.
Q2 2015 | Q3 2015 | Q4 2015 | Q1 2016 | ||||
Revenues | 438 | 641 | 595 | 568 | |||
Comparable EBITDA | 183 | 219 | 268 | 279 | |||
Comparable FFO | 160 | 126 | 243 | 196 | |||
Net earnings (loss) attributable to common shareholders | (131) | 154 | (7) | 62 | |||
Comparable net earnings (loss) attributable to common shareholders | (44) | (33) | 3 | 14 | |||
Net earnings (loss) per share attributable to common shareholders, basic and diluted(1) |
(0.47) | 0.55 | (0.02) | 0.22 | |||
Comparable net earnings (loss) per share, basic and diluted(1) | (0.16) | (0.12) | 0.01 | 0.05 | |||
Q2 2014 | Q3 2014 | Q4 2014 | Q1 2015 | ||||
*Restated | |||||||
Revenues | 491 | 639 | 718 | 593 | |||
Comparable EBITDA | 213 | 212 | 301 | 275 | |||
Comparable FFO | 154 | 145 | 225 | 211 | |||
Net earnings (loss) attributable to common shareholders | (50) | (6) | 148 | (40) | |||
Comparable net earnings (loss) attributable to common shareholders | (12) | (13) | 46 | 26 | |||
Net earnings (loss) per share attributable to common shareholders, basic and diluted(1) |
(0.18) | (0.03) | 0.54 | (0.14) | |||
Comparable net earnings (loss) per share, basic and diluted(1) | (0.04) | (0.05) | 0.17 | 0.09 | |||
* See Accounting Changes for restatement. | |||||||
(1) Basic and diluted earnings per share attributable to common shareholders and comparable earnings per share are calculated each period using the weighted average common shares outstanding during the period. As a result, the sum of the earnings per share for the four quarters making up the calendar year may sometimes differ from the annual earnings per share. |
Comparable net earnings, comparable EBITDA, and comparable FFO are generally higher in the first and fourth quarters due to higher demand associated with winter cold in the markets in which we operate and lower planned outages. Market volatility can also impact quarterly contributions from our Energy Marketing Segment. Following sales of non-controlling interest in TransAlta Renewables in the second quarter of 2015, the fourth quarter of 2015, and the first quarter of 2016, an increasing portion of earnings is attributable to non-controlling interests.
Revenues are impacted by market and operational factors listed above, and by changes in future power prices in the Pacific Northwest, which cause de-designated and economic hedges in the region to fluctuate in value. These hedges significantly depreciated in the second quarter of 2014 and first half of 2015, and significantly increased in value in the second half of 2014 over the third quarter of 2015. Revenues in the fourth quarter of 2015 was also impacted by a significant increase to a provision related to Force Majeure events associated mostly to prior years.
M30 transalta corporation/Q1 2016 |
Net earnings attributable to common shareholders have also been impacted by the following variations and events:
§ | gain on disposal of assets, following the Poplar Creek contract restructuring in the third quarter of 2015; |
§ | MSA provision in the third quarter of 2015; |
§ | writedown of deferred tax assets in the second quarter of 2014, a recovery in the fourth quarter of 2014, a recovery in the third quarter of 2014, and a recovery in the first quarter of 2016; |
§ | change in income tax rates in Alberta in the second quarter of 2015; |
§ | deferred income tax impacts of the sale of an economic interest in Australian assets to TransAlta Renewables transaction in the first and second quarters of 2015; and |
§ | effects of non-comparable unrealized losses on intercompany financial instruments that are attributable
only to the non-controlling interests in the first quarter of 2016. |
Disclosure Controls and Procedures
Management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”) are recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.
During the first quarter of 2016, we completed the implementation of a new energy trading and risk management system. In connection with the implementation, we updated the processes that constitute our internal control over financial reporting, as necessary, to accommodate related changes to our business processes and accounting procedures.
Except as otherwise described above, there have been no other changes in our internal control over financial reporting during the three months ended March 31, 2016, that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting. Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2016, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.
transalta corporation/Q1 2016 M31 |
Supplemental Information
([17])(2)([18])
March 31, 2016 | Dec. 31, 2015 | |||
Closing market price (TSX) ($) | 6.04 | 4.91 | ||
Price range for the last 12 months (TSX) ($) | High | 12.34 | 12.34 | |
Low | 3.76 | 4.13 | ||
Adjusted net debt to invested capital(1) (%) | 51.6 | 54.6 | ||
Adjusted net debt to invested capital excluding non-recourse debt(1) (%) | 46.9 | 50.2 | ||
Adjusted net debt to comparable EBITDA(1, 2) (times) | 4.6 | 5.0 | ||
Return on equity attributable to common shareholders(2)(%) | 3.7 | (1.2) | ||
Comparable return on equity attributable to common shareholders(1, 2)(%) | (2.8) | (2.3) | ||
Return on capital employed(2)(%) | 5.2 | 4.6 | ||
Comparable return on capital employed(1, 2)(%) | 2.8 | 3.0 | ||
Earnings coverage(2)(times) | 1.6 | 1.5 | ||
Dividend payout ratio based on comparable funds from operations(1, 2, 3)(%) | 23.5 | 28.3 | ||
Dividend coverage(2,3)(times) | 4.5 | 3.6 | ||
Dividend yield(2,3) | 11.9 | 14.7 | ||
Adjusted comparable FFO to adjusted net debt(2)(%) | 16.2 | 15.2 | ||
Comparable FFO before interest to adjusted interest coverage(2)(times) | 3.7 | 3.8 |
Ratio Formulas
Adjusted net debt to invested capital = long-term debt and finance lease obligations including current portion and fair value (asset) liability of hedging instruments on debt + 50 per cent issued preferred shares - cash and cash equivalents / adjusted net debt + non-controlling interests + equity attributable to shareholders - 50 per cent issued preferred shares
Adjusted net debt to comparable EBITDA = long-term debt and finance lease obligations including current portion and fair value (asset) liability of hedging instruments on debt - cash and cash equivalents + 50 per cent issued preferred shares / comparable EBITDA
Return on equity attributable to common shareholders = net earnings attributable to common shareholders or earnings on a comparable basis / equity attributable to common shareholders excluding AOCI
(1) These ratios incorporate items that are not defined under IFRS. None of these measurements should be used in isolation or as a substitute for the Corporation’s reported financial performance or position as presented in accordance with IFRS. These ratios are useful complementary measurements for assessing the Corporation’s financial performance, efficiency, and liquidity and are common in the reports of other companies but may differ by definition and application. For a reconciliation of the Non-IFRS measures used in these calculations, refer to the Non-IFRS Measures section of this MD&A.
(2) Last 12 months.
(3) On Jan. 14, 2016, we revised our dividend to $0.16 per common share on an annualized basis from $0.72 previously. The effect of the change is not reflected in these historical ratios.
M32 transalta corporation/Q1 2016 |
Return on capital employed = earnings before non-controlling interests and income taxes + net interest expense or comparable earnings before non-controlling interests and income taxes + net interest expense / invested capital excluding AOCI
Earnings coverage = net earnings attributable to shareholders + income taxes + net interest expense / interest on debt + 50 per cent dividends paid on preferred shares - interest income
Dividend payout ratio = dividends declared per common / funds from operations - 50 per cent dividends paid on preferred shares
Dividend yield = dividend paid per common share / current period’s closing market price
Adjusted comparable funds from operations to adjusted net debt = comparable funds from operations - 50 per cent dividends paid on preferred shares / period end long-term debt and finance lease obligations including fair value (asset) liability of hedging instruments on debt + 50 per cent issued preferred shares - cash and cash equivalents
Comparable funds from operations before interest to adjusted interest coverage = comparable funds from operations + interest on debt - interest income - capitalized interest / interest on debt + 50 per cent dividends paid on preferred shares - interest income
Glossary of Key Terms
Availability - A measure of the time, expressed as a percentage of continuous operation 24 hours a day, 365 days a year that a generating unit is capable of generating electricity, regardless of whether or not it is actually generating electricity.
Capacity - The rated continuous load-carrying ability, expressed in megawatts, of generation equipment.
Force Majeure - Literally means “greater force”. These clauses excuse a party from liability if some unforeseen event beyond the control of that party prevents it from performing its obligations under the contract.
Gigawatt - A measure of electric power equal to 1,000 megawatts.
Gigawatt Hour (GWh) - A measure of electricity consumption equivalent to the use of 1,000 megawatts of power over a period of one hour.
Greenhouse Gas (GHG) - Gases having potential to retain heat in the atmosphere, including water vapour, carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, and perfluorocarbons.
Megawatt (MW) - A measure of electric power equal to 1,000,000 watts.
Megawatt Hour (MWh) - A measure of electricity consumption equivalent to the use of 1,000,000 watts of power over a period of one hour.
Power Purchase Arrangement (PPA) - A long-term arrangement established by regulation for the sale of electric energy from formerly regulated generating units to buyers.
Specified Gas Emitters Regulation (SGER) - Rules under the Alberta Climate Change and Emissions Management Act which lays out emission intensity reduction targets for specified entities and guidelines for achieving compliance.
Unplanned Outage - The shut down of a generating unit due to an unanticipated breakdown.
transalta corporation/Q1 2016 M33 |
TransAlta Corporation
110 - 12th Avenue S.W.
Box 1900, Station “M”
Calgary, Alberta Canada T2P 2M1
Phone
403.267.7110
Website
www.transalta.com
CST Trust Company
P.O. Box 700 Station “B”
Montreal, Québec Canada H3B 3K3
Phone
Toll-free in North America: 1.800.387.0825
Toronto or outside North America: 416.682.3860
Fax
514.985.8843
inquiries@canstockta.com
Website
www.canstockta.com
FOR MORE INFORMATION
Media and Investor Inquiries
Investor Relations
Phone
1.800.387.3598 in Canada and United States
or 403.267.2520
Fax
403.267.7405
investor_relations@transalta.com
Exhibit 31.1
CERTIFICATIONS
I, Dawn L. Farrell, certify that:
1. | I have reviewed this quarterly report on Form 6-K of TransAlta Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
(b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Dawn L. Farrell | |
Dated May 3, 2016 | Dawn L. Farrell |
President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS
I, Donald Tremblay, certify that:
1. | I have reviewed this quarterly report on Form 6-K of TransAlta Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
(b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Donald Tremblay | |
Dated May 3, 2016 | Donald Tremblay |
Chief Financial Officer |
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of TransAlta Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that: |
(i) | the accompanying Report of Foreign Private Issuer on Form 6-K of the Company (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Dawn L. Farrell | |
Dated May 3, 2016 | Dawn L. Farrell |
President and Chief Executive Officer |
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of TransAlta Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) | the accompanying Report of Foreign Private Issuer on Form 6-K of the Company (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Donald Tremblay | |
Dated May 3, 2016 | Donald Tremblay |
Chief Financial Officer |
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News Release |
TransAlta Reports First Quarter 2016 Results
CALGARY, Alberta (May 3, 2016) – TransAlta Corporation (“TransAlta” or the “Company”) (TSX: TA; NYSE: TAC) today reported first quarter 2016 comparable EBITDA([1]) of $279 million and comparable FFO(1) of $196 million, in line with expectations and tracking to the guidance provided for 2016. Comparable EBITDA increased by $4 million compared to the same period in 2015 with all segments other than U.S. Coal delivering similar or improved results over last year. Power prices in Alberta were at historic low levels during the quarter and impacted our hydro and wind assets in the province. The impact of lower prices on our coal facilities was mostly mitigated by our high level of contracts and hedges. Cost reduction initiatives and contributions from renewables assets acquired last year also offset the impact of lower prices in Alberta. Comparable FFO for the quarter decreased by $15 million compared to the same period in 2015. Last year, comparable FFO was positively impacted by realized currency gains.
“We delivered strong operational and financial performance in the first quarter this year despite persisting low prices in Alberta and the Pacific Northwest. We remain on track to achieve our guidance ranges for 2016 as previously disclosed,” said Dawn Farrell, President and Chief Executive Officer. “We believe the operating and financial steps taken in 2015, along with our commitment to work with the provincial government to secure a mutually beneficial coal transition arrangement, provide a solid foundation and have positioned the Company for the future. We continue to focus on supporting a transition that works for all stakeholders while maintaining maximum financial flexibility and benefiting from growth in gas-fired and renewable generation as we transition to clean power.”
During the quarter, we repaid the balance on our credit facilities of approximately $315 million through a combination of cash flows from operations and cash proceeds received from TransAlta Renewables for its purchase of economic interests in certain Canadian assets completed in January. The strengthening of the Canadian dollar at the end of March also contributed to the reduction in debt balances from December.
First Quarter Highlights
· | Continued to advance the construction of the South Hedland power project. The bulk of the major equipment has arrived at site. We continue to expect the project to be delivered on schedule and on budget in mid-2017. |
· | On Jan. 14, 2016, we revised our dividend to $0.16 per common share on an annualized basis from $0.72 previously, and suspended our dividend reinvestment plan. As a result, our annual dividend payments going forward will be approximately $46 million, down from $205 million, increasing our financial flexibility. |
· | On March 16, 2016, the Alberta Government appointed Terry Boston, the former CEO of North America’s largest power system, as Coal Phase-out Facilitator to lead discussions on coal transition as part of the Climate Leadership Plan. Discussions with the coal-fired generators, including TransAlta, are now in progress. |
· | At March 31, 2016, we had a total of $2.1 billion of committed credit facilities, of which $1.5 billion was available, compared to $1.3 billion as at December 31, 2015. The $0.6 billion of credit utilized under these facilities was comprised entirely of letters of credit. We are in compliance with the terms of the credit facilities and all undrawn amounts are fully available. These facilities are comprised of a $1.5 billion committed syndicated bank facility expiring in 2019, and four bilateral credit facilities expiring in 2017. We anticipate renewing these facilities, based on reasonable commercial terms, prior to their maturities. |
· | During the quarter, TransAlta’s 12 million Series A Preferred Shares reached their first reset date. Approximately 10.2 million shares will now pay fixed dividends of nearly $0.68 per share annually until their next reset date in 2021 (down from $1.15 per share) and approximately 1.8 million shares were converted into Series B Preferred Shares, which currently pay dividends of approximately $0.62 per share (down from $1.15 per share) on an annualized basis, adjusted quarterly. The declaration of dividends remains subject to approval by the Board of Directors. |
(1) These items are not defined under IFRS. Presenting these items from period to period provides management and investors with the ability to evaluate earnings trends more readily in comparison with prior periods’ results. Refer to the Comparable FFO and Comparable FCF and Earnings and Other Measures on a Comparable Basis sections of this quarter’s MD&A for further discussion of these items, including, where applicable, reconciliations to measures calculated in accordance with IFRS.
First Quarter 2016 Review by Segment
Comparable EBITDA (in CAD$ millions) |
3 Months Ended | |
March 31, 2016 | March 31, 2015 | |
Canadian Coal | 103 | 95 |
U.S. Coal(1) | (4) | 22 |
Canadian Gas(1) | 65 | 57 |
Australian Gas(1) | 31 | 27 |
Wind and Solar | 61 | 55 |
Hydro | 18 | 14 |
Energy Marketing | 23 | 23 |
Corporate | (18) | (18) |
Total Comparable EBITDA | 279 | 275 |
· | Canadian Coal: Comparable EBITDA in the first quarter was $103 million, $8 million higher than the same period last year as cost reductions and effective hedging strategies have offset lower prices on uncontracted generation. Availability was also higher than last year. |
· | U.S. Coal: Comparable EBITDA was a $4 million loss for the quarter, down $26 million compared to the same period in 2015 due to lower realized prices and mark-to-market losses on financial contracts put in place to hedge our future generation. The first quarter of 2015 benefited from higher price hedges entered into in a higher price environment in 2014. |
· | Canadian Gas: Comparable EBITDA increased by $8 million during the first quarter to $65 million compared to the same period in 2015. Last year’s results included $4 million of unrealized mark-to-market losses on our gas, compared to a gain of $3 million this quarter. |
· | Australian Gas: Comparable EBITDA increased by $4 million during the first quarter compared to the same period in 2015, due to additional revenues from the natural gas pipeline that was commissioned in late March 2015. |
· | Wind and Solar: Comparable EBITDA increased $6 million during the quarter, compared to the same period in 2015, due to the contribution of projects with a combined capacity of 136 MW acquired during the second half of 2015. Higher generation from the portfolio caused by stronger wind resources compared to last year offset the impact of lower prices in Alberta. |
· | Hydro: Comparable EBITDA increased by $4 million to $18 million, primarily due to an adjustment of prior year production volumes and cost reduction initiatives. |
· | Energy Marketing: Comparable EBITDA remained consistent with 2015. |
· | Corporate: Our Corporate overhead costs during the quarter have remained similar to 2015, as our cost reductions were offset by reduced allocations to our business segments. |
(1) Beginning this quarter, we have chosen to disaggregate presentation of the Gas reportable segment into its two operating segments, Canadian Gas and Australian Gas. Previously included legacy costs of the non-operating U.S. Gas function have been re-allocated to U.S. Coal to align with management’s internal monitoring practices. Comparative segmented results for 2015 have been restated to align with separate reporting of the two segments and the reallocation of the non-operating costs.
Consolidated Financial Review
Comparable EBITDA for the quarter totaled $279 million, up slightly from $275 million in the same period last year with all segments other than U.S. Coal delivering similar or improved levels over last year. Asset acquisitions in 2015 contributed positively to our results in the first quarter of 2016.
Comparable FFO for the quarter decreased by $15 million to $196 million compared to the same period in 2015, mainly due to lower realized foreign exchange gains, and an increase in long-term receivables, partially offset by a reduction to provisions. Comparable free cash flow decreased by $24 million as a result of lower comparable FFO and increased non-controlling interest dividend payments associated with the additional shares issued and sold to non-controlling interests in TransAlta Renewables in 2015 and 2016.
During the quarter, comparable net earnings attributable to common shareholders was $14 million ($0.05 net earnings per share), down from comparable net earnings of $26 million ($0.09 net earnings per share) in 2015. The decrease was primarily due to higher earnings attributable to non-controlling interests, resulting from higher outstanding shares of TransAlta Renewables owned by the public.
Reported net earnings attributable to common shareholders([3]) was $62 million ($0.22 net earnings per share) compared to a net loss of $40 million ($0.14 net loss per share) for the same period in 2015. Last year, net earnings were reduced by a $55 million income tax charge associated with the sale of an economic interest in our Australia business to TransAlta Renewables and a negative change in the fair value of de-designated and economic hedges at U.S. Coal. Reported earnings in 2016 includes the effects of non-comparable unrealized losses on intercompany financial instruments that are attributable only to the non-controlling interests.
(1) 2015 restated to reflect prior period correction to tax. Refer to the Accounting Changes section of this quarter’s MD&A.
Operating Review
Availability for the quarter, after adjusting for economic dispatching at U.S. Coal, was 92.3 per cent compared to 91.3 per cent in 2015, as a result of lower unplanned outages at Canadian Coal.
Production for the three months ended March 31, 2016 decreased by 1,033 gigawatt hours compared to the same period in 2015, primarily due to the restructuring of the Poplar Creek contractual arrangement that was completed in late 2015 and low prices in Ontario and the Pacific Northwest.
Total sustaining capital expenditures (including flood recovery capital) were $59 million for the quarter compared to $70 million last year. Planned major outages for 2016 include full major turnarounds of two Canadian Coal units that we operate, and two that our partners operate. During the first quarter, we replaced one planned full scope major turnaround with limited scope major turnaround work on two units that we operate. Our planned outages also include significant work at our hydro facilities, including a stator/generator replacement. One of our partners completed a major turnaround of one Canadian Coal unit that we do not operate in the first quarter of 2016, and in April we completed the planned outage of a second unit that we operate. The two limited scope turnaround projects were also completed in the first quarter. As a result, we now have only one more planned major outage at the Canadian Coal facilities that we operate for the rest of this year, and one at units that our partners operate.
During the first quarter of 2016, we reduced our estimate of sustaining capital expenditures for the full year from our previous estimate by approximately $25 million, to reflect the reduced scope of a major turnaround, deferral of the Ghost river diversion project to a subsequent year, and other savings and deferrals.
(1) 2015 restated to reflect prior period correction to tax. Refer to the Accounting Changes section of this quarter’s MD&A.
Recent Events
Sundance and Sheerness PPA Terminations
In March 2016, the buyers under the legislated Sundance and Sheerness PPAs announced their intention to transfer their respective obligations under the PPAs to the Balancing Pool as a result of a Change in Law. The Balancing Pool is presently investigating whether these transfers are permitted by the terms of the PPAs in the current circumstances and, if so, when the transfers would become effective. The outcome remains uncertain. If the Balancing Pool confirms the transfers, it will assume the role of the buyers and carry out the responsibilities of the buyers under the PPAs, including dispatching the generating units and making capacity and energy payments to TransAlta until the end of the PPA terms. Pursuant to the Electric Utilities Act (Alberta), the Balancing Pool can also choose to terminate the PPAs after following the requirements of legislation, which would include paying TransAlta an amount equal to the applicable. closing net book value of the generating units. TransAlta does not presently expect the transfer of the PPAs to the Balancing Pool to have a material impact on our business.
Credit Ratings Outlook
As at March 31, 2016 we maintain investment grade ratings from three credit rating agencies. During the first quarter of 2016, credit rating agencies DBRS and Fitch affirmed our investment grade credit rating with negative outlooks. The negative outlook is a reflection of low energy prices and concerns over coal transition in Alberta. We remain focused on strengthening our financial position by de-leveraging our capital structure and securing a fair agreement with the Government of Alberta to assist them in their goal to transition the generation in the province to gas and renewables.
South Hedland
We continued to advance the construction of the South Hedland power project. Major equipment has been arriving on schedule and the bulk of the major equipment has arrived at site. We continue to expect the project to be delivered on schedule and on budget in mid-2017. When completed, the project is expected to contribute approximately $80 million of EBITDA annually. Total construction cost for the project is still AUD$570 million and will be funded by cash generated by the business.
Conversion of Series A Preferred Shares to Series B Preferred Shares
On March 17, 2016, 1,824,620 of our 12 million Series A Cumulative Redeemable Fixed Rate Reset Preferred Shares were tendered for conversion, on a one-for-one basis, into Series B Cumulative Redeemable Floating Rate Preferred Shares. For the next five years, the Series A Shares will pay a fixed cumulative preferential cash dividend of $0.67725 per share annually (down from $1.15 per share), subject to the Board’s dividend declaration. The Series B Shares will pay quarterly floating rate cumulative preferential cash dividends set at the sum of the 90 day Government of Canada Treasury Bill rate plus 2.03 per cent. The annualized quarterly dividend rate for the Series B Shares for the 3-month floating rate period for the second quarter 2016 is $0.623 per share.
First Quarter 2016 Financial and Operational Highlights
In $CAD millions, unless otherwise stated | 3 Months Ended | |
March 31, 2016 | March 31, 2015 | |
Adjusted availability (%) (1) | 92.3% | 91.3% |
Production (GWh) (1) | 8,867 | 9,900 |
Revenue | $568 | $593 |
Comparable EBITDA | $279 | $275 |
Net earnings (loss) attributable to common shareholders(2) | $62 | ($40) |
Comparable net earnings attributable to common shareholders | $14 | $26 |
Comparable Funds from Operations | $196 | $211 |
Cash Flow from Operating Activities | $275 | $153 |
Comparable Free Cash Flow | $86 | $110 |
Net earnings (loss) per common share attributable to common shareholders(2) | $0.22 | ($0.14) |
Comparable net earnings per share | $0.05 | $0.09 |
Comparable Funds from Operations per share | $0.68 | $0.76 |
Comparable Free Cash Flow per share | $0.30 | $0.40 |
Dividends declared per common share | $0.04 | $0.18 |
(1) Adjusted for economic dispatching at U.S. Coal.
(2) 2015 restated to reflect prior period correction to tax. Refer to the Accounting Changes section of this quarter’s MD&A.
The complete report for the quarter, including MD&A and unaudited interim financial statements, as well as our quarterly presentation, will be available on the Investors section of our website: www.transalta.com.
Conference call
We will hold a conference call and webcast at 9:00 a.m. MT (11:00 a.m. ET) today to discuss our first quarter 2016 results. The call will begin with a short address by Dawn Farrell, President and CEO, and Donald Tremblay, Chief Financial Officer, followed by a question and answer period for investment analysts, investors and other interested parties. A question and answer period for the media will immediately follow. Please contact the conference operator five minutes prior to the call, noting "TransAlta Corporation" as the company and "Jaeson Jaman" as moderator.
Dial-in numbers:
Toll-free North American participants call: 1-800-319-4610
Outside of Canada & USA call: 1-604-638-5340
A link to the live webcast will be available on the Investor Centre section of TransAlta’s website at http://www.transalta.com/powering-investors/events-and-presentations. If you are unable to participate in the call, the instant replay is accessible at 1-855-669-9658 (Canada and USA toll free) or 1-604-674-8052 (Outside of Canada) with TransAlta pass code 00391 followed by the # sign. A transcript of the broadcast will be posted on TransAlta’s website once it becomes available.
About TransAlta
TransAlta is a power generation and wholesale marketing company focused on creating long-term shareholder value. TransAlta maintains a low-to-moderate risk profile by operating a highly contracted portfolio of assets in Canada, the United States and Australia. TransAlta’s focus is to efficiently operate wind, hydro, solar, natural gas and coal facilities in order to provide customers with a reliable, low-cost source of power. For over 100 years, TransAlta has been a responsible operator and a proud contributor to the communities in which it works and lives. TransAlta has been selected by Sustainalytics as one of Canada’s Top 50 Socially Responsible Companies since 2009; and is recognized globally for its leadership on sustainability and corporate responsibility standards by FTSE4Good.
For more information about TransAlta, visit our web site at www.transalta.com or follow us on Twitter @TransAlta.
Cautionary Statement Regarding Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information relating to: TransAlta’s business and anticipated future financial performance; our expected strategies and opportunities; expected comparable EBITDA, comparable FFO and comparable free cash flow ranges for 2016; our annual dividend amount; expected governmental regulatory regimes and legislation (including the Government of Alberta’s Climate Leadership Plan) and the timing of the implementation of such regimes and regulations; our ability to achieve a beneficial outcome in connection with the coal-fired generation transition being pursued pursuant to the Alberta Climate Leadership Plan; the impact of the transfer of the Alberta PPAs to the Balancing Pool; our plans and strategies relating to repositioning our capital structure and strengthening our balance sheet, including as it relates to our ability to renew our credit facilities; and the construction and commissioning of the South Hedland power project and its expected timing, costs and benefits. By their nature, forward-looking information requires us to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions and other forward-looking information will not prove to be accurate and readers are cautioned not to place undue reliance on our forward-looking information as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking information. Some of the factors that could cause such differences include: operational risks involving our facilities; changes in market prices where we operate; equipment failure and our ability to carry out repairs in a cost effective and timely manner, including unplanned outages at generating facilities and associated capital investments; the effects of weather; disruptions in the source of fuels, water or wind required to operate our facilities; energy trading risks; failure to obtain necessary regulatory approvals in a timely fashion; legislative or regulatory developments and their impacts, including the outcome of the coal-fired generation transition under the Government of Alberta’s Climate Leadership Plan; increasingly stringent environmental requirements and their impacts; increased competition; global capital markets activity (including our ability to access financing at a reasonable cost); changes in prevailing interest rates; currency exchange rates; inflation levels and commodity prices; general economic conditions in the geographic areas where we operate; deterioration of credit markets; and impediments to the construction of South Hedland. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect TransAlta’s expectations only as of the date of this news release. TransAlta disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For more information:
Investor Inquiries: | Media Inquiries: | |
Jaeson Jaman | Stacey Hatcher | |
Manager, Investor Relations | Manager, Communications | |
Phone: 1-800-387-3598 in Canada and U.S. | Phone: Toll-free media number: 1-855-255-9184 | |
Email: investor_relations@transalta.com | Email: ta_media_relations@transalta.com |
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