Pattern Energy Reports Third Quarter 2017 Financial Results

- Increases dividend to $0.422 per Class A common share for Q4 2017 -

SAN FRANCISCO, Nov. 9, 2017 /PRNewswire/ -- Pattern Energy Group Inc. (the "Company" or "Pattern Energy") (NASDAQ & TSX: PEGI) today announced its financial results for the 2017 third quarter.

Highlights

(Figures reported below are for the third quarter of fiscal 2017, unless otherwise noted)

    --  Proportional gigawatt hours ("GWh") sold of 1,514 GWh
    --  Net cash provided by operating activities of $2.1 million
    --  Cash available for distribution ("CAFD") of $9.5 million, and on track
        to meet the narrowed full year guidance((1))
    --  Net loss of $48.4 million
    --  Adjusted EBITDA of $54.7 million
    --  Revenue of $92.0 million
    --  Declared a fourth quarter dividend of $0.422 per Class A common share or
        $1.69 on an annualized basis, subsequent to the end of the period,
        representing a 0.5% increase over the previous quarter's dividend
    --  Completed the acquisition of a 51% interest in the 179 MW Meikle Wind
        facility from Pattern Energy Group LP ("Pattern Development 1.0")((2))
        for a total investment of approximately $68 million
    --  Announced the addition of the 100 megawatt ("MW") Ishikari wind project
        in Japan to the Company's identified ROFO ("right of first offer") list,
        and as such the identified ROFO list now totals 1,150 MW of potential
        owned capacity
    --  Completed an equity offering of approximately $215 million in gross
        proceeds, subsequent to the end of the period

"The strategic transactions we announced earlier this year together with the new capital we raised last month represent the beginning of the next phase of our growth strategy," said Mike Garland, President and CEO of Pattern Energy. "With the steps we have taken this year, the business is significantly stronger today. We have a clear opportunity to capitalize on the assets from the identified ROFO list and our investment in Pattern Development 2.0. The expansion of the identified ROFO list demonstrates the progress we are making toward achieving our goal of 5 gigawatts ("GW") by 2020."


    (1)               The forward looking measure of 2017 full year
                      cash available for distribution (CAFD) is a
                      non-GAAP measure that cannot be reconciled to
                      net cash provided by operating activities as
                      the most directly comparable GAAP financial
                      measure without unreasonable effort primarily
                      because of the uncertainties involved in
                      estimating forward-looking changes in working
                      capital balances which are added to earnings
                      to arrive at cash provided by operations and
                      subtracted therefrom to arrive at CAFD. A
                      description of the adjustments to determine
                      CAFD can be found within Item 2, Management's
                      Discussion and Analysis of Financial Condition
                      and Results of Operations - Key Metrics, of
                      Pattern Energy's 2017 Quarterly Report on Form
                      10-Q for the period ended September 30, 2017.

    (2)               In December 2016, Pattern Energy Group LP
                      ("Pattern Development 1.0") formed Pattern
                      Energy Group 2 LP ("Pattern Development 2.0"),
                      and together such companies are referred to as
                      "Pattern Development".

Financial and Operating Results

Pattern Energy sold 1,513,997 megawatt hours ("MWh") of electricity on a proportional basis in the third quarter of 2017 compared to 1,472,300 MWh sold in the same period last year. Pattern Energy sold 5,663,782 MWh of electricity on a proportional basis for the nine months ended September 30, 2017 (YTD 2017) compared to 4,988,621 MWh sold in the same period last year. The 3% increase in the quarterly period was primarily attributable to the acquisition of new projects, specifically Armow in the fourth quarter of 2016, Broadview in the second quarter 2017 and Meikle in the third quarter of 2017, offset by unfavorable wind conditions as previously announced in the press release dated September 29, 2017. Production for the quarter was 15% below the long-term average forecast for the period.

Net cash provided by operating activities was $2.1 million for the third quarter of 2017 compared to $37.4 million for the same period last year. Net cash provided by operating activities was $159.3 million for YTD 2017 compared to $107.4 million for the same period last year. The change in the quarterly period was primarily due to increases of $21.6 million in cash payments for accounts payable and accrued liabilities due to timing of payments, $13.8 million in interest payments due to the issuance of the Unsecured Senior Notes in January 2017 and debt associated with the acquisitions in 2017, $7.3 million in transmission costs and $2.7 million in project expenses, as well as a decrease of $4.7 million in cash receipts due to timing of collections from trade receivables. These changes to net cash from operating activities were partially offset by a $11.4 million increase in distributions from unconsolidated investments and by a $2.6 million increase in revenues (excluding unrealized loss on energy derivative and amortization of PPAs).

Cash available for distribution was $9.5 million for the third quarter of 2017, which is above the midpoint of the guidance provided in the Company's press release dated September 29, 2017, compared to $20.2 million for the same period last year. Cash available for distribution was $103.8 million for YTD 2017 compared to $96.7 million for the same period in the prior year. The $10.7 million change in the quarterly period was primarily due to increases of $7.3 million in interest expense from the issuance of the Unsecured Senior Notes in January 2017 and debt associated with the acquisitions in 2017, $7.3 million in transmission costs, $2.7 million in project expenses and $1.0 million in distributions to noncontrolling interests. The change was partially offset by increases of $5.9 million in total distributions from unconsolidated investments, $2.6 million in revenues (excluding unrealized loss on energy derivative and amortization of PPAs), $0.3 million network upgrade reimbursement related to Broadview, as well as a decrease of $0.5 million in operating expense.

Net loss was $48.4 million in the third quarter of 2017, compared to $11.1 million for the same period last year. Net loss was $60.5 million for YTD 2017 compared to $55.7 million in the same period last year. The change in the quarterly period was primarily attributable to increases of $18.7 million in cost of revenues due to the acquisitions in 2017 and $24.4 million in other expense related to a decrease in earnings in unconsolidated investments, net of increases to interest expense, loss on undesignated derivatives and realized loss on designated derivatives. The impact of these items was partially offset by an increase in tax benefit of $5.2 million.

Adjusted EBITDA was $54.7 million for the third quarter of 2017 compared to $62.3 million for the same period last year. Adjusted EBITDA was $244.8 million for YTD 2017 compared to $219.0 million for the same period last year. The $7.6 million change in the quarterly period was primarily due to increases of $7.3 million in transmission costs and $2.7 million in project expense, and a decrease of $0.7 million in the proportionate share of Adjusted EBITDA from unconsolidated investments. These changes were partially offset by a $2.6 million increase in revenues (excluding unrealized loss on energy derivative and amortization of PPAs) and a $0.5 million decrease in operating expense.

Fourth Quarter Wind Conditions

Based on conditions to date in the fourth quarter of 2017, wind levels for the fourth quarter are in line with the long-term average forecast, which represents a substantial improvement from the wind levels in the first two months of the third quarter.

2017 Financial Guidance

Pattern Energy is narrowing its targeted annual cash available for distribution for 2017 to a range of $145 million to $160 million. The new range maintains the midpoint of the original range and that midpoint represents an increase of 15% compared to cash available for distribution in 2016. The range assumes long-term average proportionate production of the fleet for the remainder of 2017 and takes into account a potential adverse impact of any extended electric grid outage in Puerto Rico during the fourth quarter of 2017. As noted above, forward-looking cash available for distribution is a non-GAAP measure that cannot be reconciled to net cash provided by operating activities as the most directly comparable GAAP financial measure without unreasonable effort for the reasons stated above.

Quarterly Dividend

Pattern Energy declared an increased dividend for the fourth quarter 2017, payable on January 31, 2018, to holders of record on December 29, 2017 in the amount of $0.422 per Class A common share, which represents $1.69 on an annualized basis. This is a 0.5% increase from the third quarter 2017 dividend of $0.42.

Operations Update

The completed evaluation of the 101 MW Santa Isabel project in Puerto Rico reported no material damage to the turbines or the project. While all of the turbines are operational, at present Santa Isabel has not been reconnected to the high voltage grid and the timing of when the project will be reconnected is not certain. Pattern Energy is working with the Puerto Rico Electric Power Authority ("PREPA"), the offtaker for the Santa Isabel project, to support PREPA's broader efforts to restore the high voltage grid so the project can help support providing much needed power to the Puerto Rican communities.

Project Acquisition

During the third quarter, Pattern Energy acquired a 91 MW owned interest in the 179 MW Meikle project, with PSP Investments acquiring the remaining 88 MW interest. The Meikle project, located in the Peace River Regional District of British Columbia, commenced commercial operations in the first quarter of 2017 and operates under a 25-year power purchase agreement with BC Hydro, which has a AAA/Aaa2 credit rating.

Pattern Energy acquired its 51% interest in Meikle for a total investment of approximately $68 million((1)), paid at closing, which represents a CAFD multiple of 10x of the project's five-year average CAFD((2)).

Construction Pipeline

Pattern Energy has agreed to acquire a 51% interest in the 143 MW Mont Sainte-Marguerite project, located in the Chaudière-Appalaches region south of Québec City. The project is currently in the final stages of construction and commissioning and is expected to commence commercial operations in late 2017. The project will operate under a 25-year power purchase agreement with Hydro-Québec, which has a AA-/Aa2 credit rating.

Pattern Energy will acquire its 51% interest in Mont Sainte-Marguerite for a total investment of approximately $40 million((3)), which represents a CAFD multiple of 10x of the five-year average CAFD((2)). The acquisition is expected to close during the first quarter of 2018, following the commencement of commercial operations and subject to customary closing conditions. It will be funded at the time of closing using available liquidity.


    (1)               Based on a CAD to USD exchange rate
                      of $1.27

    (2)               This forward looking measure of five-
                      year average annual purchase price
                      multiple of CAFD contribution from
                      the Meikle and Mont Sainte-
                      Marguerite projects is a non-GAAP
                      measure that cannot be reconciled to
                      net cash provided by operating
                      activities as the most directly
                      comparable GAAP financial measure
                      without unreasonable effort primarily
                      because of the uncertainties involved
                      in estimating forward-looking
                      changes in working capital balances
                      which are added to earnings to arrive
                      at cash provided by operations and
                      subtracted therefrom to arrive at
                      CAFD. A description of the
                      adjustments to determine CAFD can be
                      found within Item 2, Management's
                      Discussion and Analysis of Financial
                      Condition and Results of Operations -
                       Key Metrics, of Pattern Energy's
                       2017 Quarterly Report on Form 10-Q
                      for the period ended September 30,
                      2017.

    (3)               Based on a CAD to USD exchange rate
                      of $1.32

Acquisition Pipeline

Pattern Development's pipeline of development projects totals more than 10 GW. Pattern Energy has a ROFO on a pipeline of acquisition opportunities from Pattern Development. The identified ROFO list stands at 1,150 MW of potential owned capacity and represents a portion of the Pattern Development pipeline of development projects, all of which are subject to Pattern Energy's ROFO. Since its IPO, Pattern Energy has purchased, or agreed to purchase, 1,358 MW from Pattern Development 1.0 and in aggregate grown the identified ROFO list from 746 MW to more than 2 GW.

Below is a summary of the identified ROFO projects that Pattern Energy expects to acquire from Pattern Development in connection with Pattern Energy's project purchase rights:


                                                                                                                       Capacity (MW)

                      Identified             Status          Location  Construction        Commercial         Contract   Rated (3)             Pattern

                    ROFO Projects                                       Start (1)        Operations (2)         Type                         Development-

                                                                                                                                              Owned (4)
    ---                                                                                                                                        --------

    Pattern Development 1.0 Projects

    Otsuki Wind                            Operational        Japan        n/a                          2006     PPA                     12                   12

    Kanagi Solar                           Operational        Japan                 2014                 2016     PPA                     10                   10

    Futtsu Solar                           Operational        Japan                 2014                 2016     PPA                     31                   31

    Conejo Solar(5)                        Operational        Chile                 2015                 2016     PPA                    104                  104

    El Cabo                              In construction    New Mexico              2016                 2017     PPA                    298                  125

    Belle River                          In construction     Ontario                2016                 2017     PPA                    100                   43

    Ohorayama                            In construction      Japan                 2016                 2018     PPA                     33                   33

    North Kent                           In construction     Ontario                2017                 2018     PPA                    100                   35

    Henvey Inlet                     Late stage development  Ontario                2017                 2019     PPA                    300                  150

    Tsugaru                          Late stage development   Japan                 2017                 2020     PPA                    122                  122

    Sumita                           Late stage development   Japan                 2019                 2021     PPA                    100                   62

    Pattern Development 2.0 Projects

    Stillwater Big Sky               Late stage development  Montana                2017                 2018     PPA                     79                   67

    Crazy Mountain                   Late stage development  Montana                2017                 2019     PPA                     80                   68

    Grady                            Late stage development New Mexico              2018                 2019     PPA                    220                  188

    Ishikari                         Late stage development   Japan                 2019                 2022     PPA                    100                  100
                                                                                                                                       ---                  ---

                                                                                                                                     1,689                1,150
                                                                                                                                     =====                =====


    (1)              Represents year of actual or anticipated
                     commencement of construction.


    (2)              Represents year of actual or anticipated
                     commencement of commercial operations.


    (3)              Rated capacity represents the maximum
                     electricity generating capacity of a
                     project in MW. As a result of wind and
                     other conditions, a project or a
                     turbine will not operate at its rated
                     capacity at all times and the amount of
                     electricity generated will be less than
                     its rated capacity. The amount of
                     electricity generated may vary based on
                     a variety of factors.


    (4)              Pattern Development-Owned capacity
                     represents the maximum, or rated,
                     electricity generating capacity of the
                     project in MW multiplied by Pattern
                     Development 1.0's or Pattern
                     Development 2.0's percentage ownership
                     interest in the distributable cash flow
                     of the project.


    (5)              From time to time, the Company conducts
                     strategic reviews of its markets.
                     Pattern Energy is conducting a
                     strategic review of the market, growth,
                     and opportunities in Chile. In the
                     event management believes the Company
                     can utilize funds that have already
                     been invested in Chile or funds that
                     might otherwise be invested in Chile in
                     a more productive manner elsewhere that
                     could generate a higher return on
                     investment, the Company may decide to
                     exit Chile for other opportunities with
                     greater potential. In addition, Pattern
                     Development 1.0 is also concurrently
                     exploring strategic alternatives for
                     its assets in Chile.

Cash Available for Distribution and Adjusted EBITDA Non-GAAP Reconciliations

The following tables reconcile non-GAAP net cash provided by operating activities to cash available for distribution and net income (loss) to Adjusted EBITDA, respectively, for the periods presented (in thousands):


                                   Three months ended                           Nine months ended
                                     September 30,                                September 30,

                              2017                  2016           2017                         2016
                              ----                  ----           ----                         ----

    Net cash provided by
     operating
     activities(1)                   $2,147                             $37,395                        $159,330  $107,371

    Changes in operating
     assets and
     liabilities            25,481                         (4,513)                (22,475)                 800

    Network upgrade
     reimbursement             346                               -                   8,936                    -

    Release of restricted
     cash to fund project
     and general and
     administrative costs        -                              -                       -                 590

    Operations and
     maintenance capital
     expenditures            (254)                          (133)                   (517)               (879)

    Distributions from
     unconsolidated
     investments             2,821                           8,292                   11,211               40,066

    Other                      598                           (195)                   1,974                (130)

    Less:

    Distributions to
     noncontrolling
     interests             (4,537)                        (3,584)                (13,701)            (11,771)

    Principal payments
     paid from operating
     cash flows           (17,140)                       (17,060)                 (40,911)            (39,322)
                           -------                         -------                  -------              -------

    Cash available for
     distribution                    $9,462                             $20,202                        $103,847   $96,725
                                     ======                             =======                        ========   =======


    (1)              Included in net cash provided by
                     operating activities is the portion
                     of distributions from unconsolidated
                     investments paid from cumulative
                     earnings representing the return on
                     investment.


                                        Three months ended                     Nine months ended
                                          September 30,                          September 30,

                                   2017                      2016        2017                  2016
                                   ----                      ----        ----                  ----

    Net loss                            $(48,376)                   $(11,050)                       $(60,521)    $(55,744)

    Plus:

    Interest expense, net of
     interest income             26,710                      19,583                 73,009                60,906

    Tax (benefit) provision     (3,839)                      1,311                  5,477                 4,038

    Depreciation, amortization
     and accretion               56,650                      45,755                156,629               136,974
                                 ------                      ------                -------               -------

    EBITDA                       31,145                      55,599                174,594               146,174

    Unrealized loss on energy
     derivative (1)               3,113                         818                 10,134                14,970

    Gain (loss) on undesignated
     derivatives, net             4,081                     (1,825)                  9,480                17,685

    Realized loss on
     derivatives                  2,207                           -                 2,207                     -

    Net loss on transactions        466                         314                  1,585                   353

    Adjustments from
     unconsolidated investments       -                    (8,439)                      -             (19,573)

    Plus, proportionate share
     from unconsolidated
     investments:

    Interest expense, net of
     interest income             10,270                       7,634                 29,108                22,778

    Depreciation, amortization
     and accretion                9,361                       6,660                 26,390                19,624

    (Gain) loss on undesignated
     derivatives, net           (5,908)                      1,544                (8,696)               17,015
                                 ------                       -----                 ------                ------

    Adjusted EBITDA                       $54,735                      $62,305                         $244,802      $219,026
                                          =======                      =======                         ========      ========


    (1)              Amount is included in
                     electricity sales on the
                     consolidated statements of
                     operations.

Conference Call and Webcast

Pattern Energy will host a conference call and webcast to discuss these results at 10:30 a.m. Eastern Time, today, November 9, 2017. Mike Garland, President and CEO, and Mike Lyon, CFO, will co-chair the call. Participants should call (888) 231-8191 or (647) 427-7450 and ask an operator for the Pattern Energy earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (855) 859-2056 or (416) 849-0833 and enter access code 8787979. The replay recording will be available until 11:59 p.m. Eastern Time, November 30, 2017.

A live webcast of the conference call will be also available on the events page in the investor section of Pattern Energy's website at www.patternenergy.com. An archived webcast will be available for one year.

About Pattern Energy

Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 20 wind power facilities, including one project it has agreed to acquire, with a total owned interest of 2,736 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy's wind power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including statements regarding the ability to achieve the 2017 cash available for distribution target; achieve the five year average annual CAFD generated by Meikle and Mont Sainte-Marguerite; achieve the next phase of its growth strategy; capitalize on the assets from the iROFO list and investment in Pattern Development 2.0; achieve its target of 5 GW by 2020; the outcome of wind conditions in the fourth quarter; the timing for the Santa Isabel project to be reconnected to the high voltage grid or for PREPA to restore the high voltage grid in Puerto Rico; the timing of the consummation of the acquisition of Mont Sainte-Marguerite; and the ability of the Company to consummate additional acquisitions from the iROFO list. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report on Form 10-K and any quarterly reports on Form 10-Q. The risk factors and other factors noted therein could cause actual events or the Company's actual results to differ materially from those contained in any forward-looking statement.

Contacts:


    Media Relations               Investor Relations

    Matt Dallas                   Ross Marshall

    917-363-1333                  416-526-1563

    matt.dallas@patternenergy.com ross.marshall@loderockadvisors.com


                                              Pattern Energy Group Inc.

                                             Consolidated Balance Sheets

                                  (In thousands of U.S. Dollars, except share data)

                                                     (Unaudited)

                                              September 30,                     December 31,

                                                       2017                                 2016
                                                       ----                                 ----

    Assets

    Current assets:

    Cash and cash
     equivalents                                                  $91,057                             $83,932

    Restricted cash                                   7,150                                 11,793

    Funds deposited by
     counterparty                                    33,530                                 43,635

    Trade receivables                                48,960                                 37,510

    Derivative assets,
     current                                         18,824                                 17,578

    Prepaid expenses                                 18,405                                 13,803

    Deferred financing
     costs, current, net of
     accumulated
     amortization of $11,360
     and $9,350 as of
     September 30, 2017 and
     December 31, 2016,
     respectively                                     2,514                                  2,456

    Other current assets                             19,058                                  7,350

    Total current assets                            239,498                                218,057

    Restricted cash                                  19,866                                 13,646

    Property, plant and
     equipment, net                               4,023,355                              3,135,162

    Unconsolidated
     investments                                    303,833                                233,294

    Derivative assets                                14,865                                 26,712

    Deferred financing costs                          4,339                                  4,052

    Net deferred tax assets                           6,107                                  5,559

    Finite-lived intangible
     assets, net                                    138,516                                 91,895

    Other assets                                     22,649                                 24,390

    Total assets                                               $4,773,028                          $3,752,767
                                                               ==========                          ==========


    Liabilities and equity

    Current liabilities:

    Accounts payable and
     other accrued
     liabilities                                                  $53,200                             $31,305

    Accrued construction
     costs                                            2,765                                  1,098

    Counterparty deposit
     liability                                       33,530                                 43,635

    Accrued interest                                  7,043                                  9,545

    Dividends payable                                37,645                                 35,960

    Derivative liabilities,
     current                                         12,095                                 11,918

    Revolving credit
     facility                                       253,000                                180,000

    Current portion of long-
     term debt, net                                  58,213                                 48,716

    Other current
     liabilities                                     13,133                                  4,698
                                                     ------                                  -----

    Total current
     liabilities                                    470,624                                366,875

    Long-term debt, net                           1,871,607                              1,334,956

    Derivative liabilities                           21,979                                 24,521

    Net deferred tax
     liabilities                                     50,573                                 31,759

    Finite-lived intangible
     liability, net                                  52,062                                 54,663

    Contingent liabilities                           58,820                                    576

    Other long-term
     liabilities                                     98,519                                 60,673
                                                     ------                                 ------

    Total liabilities                             2,624,184                              1,874,023

    Commitments and contingencies

    Equity:

    Class A common stock,
     $0.01 par value per
     share: 500,000,000
     shares authorized;
     88,569,377 and
     87,410,687 shares
     outstanding as of
     September 30, 2017 and
     December 31, 2016,
     respectively                                       886                                    875

    Additional paid-in
     capital                                      1,062,252                              1,145,760

    Accumulated loss                              (104,225)                              (94,270)

    Accumulated other
     comprehensive loss                            (24,821)                              (62,367)

    Treasury stock, at cost;
     115,146 and 110,964
     shares of Class A
     common stock as of
     September 30, 2017 and
     December 31, 2016,
     respectively                                   (2,597)                               (2,500)
                                                     ------                                 ------

    Total equity before
     noncontrolling interest                        931,495                                987,498

    Noncontrolling interest                       1,217,349                                891,246
                                                  ---------                                -------

    Total equity                                  2,148,844                              1,878,744

    Total liabilities and
     equity                                                    $4,773,028                          $3,752,767
                                                               ==========                          ==========


                                                                                    Pattern Energy Group Inc.

                                                                              Consolidated Statements of Operations

                                                                      (In thousands of U.S. dollars, except per share data)

                                                                                           (Unaudited)


                                                        Three months ended                                         Nine months ended
                                                         September 30,                                           September 30,

                                                   2017                   2016                       2017                            2016
                                                   ----                   ----                       ----                            ----

    Revenue:

    Electricity sales                                     $89,807                                           $89,919                         $293,977      $266,952

    Other revenue                                 2,223                               1,995                                 6,646               6,039
                                                  -----                               -----                                 -----               -----

    Total revenue                                92,030                              91,914                               300,623             272,991
                                                 ------                              ------                               -------             -------

    Cost of revenue:

    Project expense                              33,932                              31,271                                96,437              96,711

    Transmission costs                            7,421                                 113                                12,213                 278

    Depreciation and
     accretion                                   52,379                              43,693                               144,637             130,782
                                                 ------                              ------                               -------             -------

    Total cost of revenue                        93,732                              75,077                               253,287             227,771
                                                 ------                              ------                               -------             -------

    Gross profit (loss)                         (1,702)                             16,837                                47,336              45,220
                                                 ------                              ------                                ------              ------

    Operating expenses:

    General and
     administrative                               9,068                               9,598                                31,969              27,425

    Related party general
     and administrative                           3,587                               3,553                                10,589               7,381
                                                  -----                               -----                                ------               -----

    Total operating expenses                     12,655                              13,151                                42,558              34,806
                                                 ------                              ------                                ------              ------

    Operating income (loss)                    (14,357)                              3,686                                 4,778              10,414
                                                -------                               -----                                 -----              ------

    Other income (expense):

    Interest expense                           (27,147)                           (19,798)                             (74,541)           (62,134)

    Gain (loss) on
     undesignated
     derivatives, net                           (4,081)                              1,825                               (9,480)           (17,685)

    Realized loss on
     designated derivatives                     (2,207)                                  -                              (2,207)                  -

    Earnings (loss) in
     unconsolidated
     investments, net                           (3,964)                              4,685                                27,431              15,755

    Net loss on transactions                      (466)                              (314)                              (1,585)              (353)

    Other income, net                                 7                                 177                                   560               2,297
                                                    ---                                 ---                                   ---               -----

    Total other expense                        (37,858)                           (13,425)                             (59,822)           (62,120)
                                                -------                             -------

    Net loss before income
     tax                                       (52,215)                            (9,739)                             (55,044)           (51,706)
                                                -------                              ------                               -------             -------

    Tax (benefit) provision                     (3,839)                              1,311                                 5,477               4,038
                                                 ------                               -----                                 -----               -----

    Net loss                                   (48,376)                           (11,050)                             (60,521)           (55,744)
                                                -------                             -------                               -------             -------

    Net loss attributable to
     noncontrolling interest                   (18,548)                            (7,037)                             (50,566)           (24,838)
                                                -------

    Net loss attributable to
     Pattern Energy                                     $(29,828)                                         $(4,013)                        $(9,955)    $(30,906)
                                                         ========                                           =======                          =======      ========


    Weighted-average number of common shares
     outstanding

    Basic and diluted                        87,370,979                          81,531,775                            87,146,465          76,821,811

    Loss per share attributable to Pattern
     Energy

    Class A common stock:

    Basic and diluted                                     $(0.34)                                          $(0.05)                         $(0.12)      $(0.40)
                                                           ======                                            ======                           ======        ======

    Dividends declared per
     Class A common share                                   $0.42                                             $0.40                            $1.25         $1.17
                                                            =====                                             =====                            =====         =====


                                                 Pattern Energy Group Inc.

                                           Consolidated Statements of Cash Flows

                                               (In thousands of U.S. dollars)

                                                        (Unaudited)

                                                                   Nine months ended
                                                                     September 30,

                                                           2017                     2016
                                                           ----                     ----

    Operating activities

    Net loss                                                      $(60,521)                         $(55,744)

    Adjustments to reconcile net loss to net cash
     provided by operating activities:

    Depreciation and accretion                          144,637                             130,782

    Amortization of financing
     costs                                                5,879                               5,242

    Amortization of debt discount/
     premium, net                                         3,379                               3,147

    Amortization of power purchase
     agreements, net                                      2,435                               2,278

    Loss on derivatives, net                             15,662                              29,757

    Realized loss on derivatives,
     net                                                  2,207                                   -

    Stock-based compensation                              4,085                               4,362

    Deferred taxes                                        9,133                               3,681

    Intraperiod tax allocation                          (3,656)                                  -

    Earnings in unconsolidated
     investments, net                                  (27,431)                           (15,755)

    Distributions from
     unconsolidated investments                          43,093                                 377

    Other reconciling items                             (2,047)                                 44

    Changes in operating assets and liabilities:

       Funds deposited by
        counterparty                                     10,105                            (46,643)

       Trade receivables                                (2,861)                              6,078

       Prepaid expenses                                 (3,187)                            (1,005)

       Other current assets                             (9,790)                            (3,709)

       Other assets (non-current)                         2,457                                 865

       Accounts payable and other
        accrued liabilities                              16,389                             (2,658)

       Counterparty deposit liability                  (10,105)                             46,643

       Accrued interest                                 (3,884)                            (6,017)

       Other current liabilities                          8,040                                 811

       Long-term liabilities                             14,569                               4,952

       Contingent liabilities                               742                               (117)
                                                            ---                                ----

    Net cash provided by operating
     activities                                         159,330                             107,371

    Investing activities

    Cash paid for acquisitions,
     net of cash and restricted
     cash acquired                                    (289,329)                            (4,024)

    Capital expenditures                               (44,295)                           (31,554)

    Distributions from
     unconsolidated investments                          11,211                              40,066

    Other assets                                          7,607                               1,619

    Other investing activities                                -                              (136)
                                                            ---                               ----

    Net cash provided by (used in)
     investing activities                             (314,806)                              5,971

    Financing activities

    Proceeds from public offering,
     net of issuance costs                                          $22,431                           $286,583

    Dividends paid                                    (107,943)                           (85,159)

    Capital distributions -
     noncontrolling interest                           (13,701)                           (11,771)

    Payment for deferred financing
     costs                                              (7,763)                              (134)

    Proceeds from revolving credit
     facility                                           323,000                              20,000

    Repayment of revolving credit
     facility                                         (250,000)                          (340,000)

    Proceeds from debt                                  404,395                                   -

    Repayment of debt                                 (192,109)                           (39,322)

    Payment for interest rate
     swaps                                             (14,372)                                  -

    Other financing activities                          (3,712)                              (634)
                                                         ------

    Net cash provided by (used in)
     financing activities                               160,226                           (170,437)

    Effect of exchange rate
     changes on cash, cash
     equivalents and restricted
     cash                                                 3,952                               1,750
                                                          -----                               -----

    Net change in cash, cash
     equivalents and restricted
     cash                                                 8,702                            (55,345)

    Cash, cash equivalents and
     restricted cash at beginning
     of period                                          109,371                             146,292
                                                        -------                             -------

    Cash, cash equivalents and
     restricted cash at end of
     period                                                        $118,073                            $90,947
                                                                   ========                            =======

    Supplemental disclosures

    Cash payments for income taxes                                     $335                               $233

    Cash payments for interest
     expense                                                        $70,100                            $59,172

    Schedule of non-cash activities

    Change in property, plant and
     equipment                                                         $619                             $6,132

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SOURCE Pattern Energy Group Inc.