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Form 8-K ATLANTIC POWER CORP For: Nov 13

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November 13, 2014 9:06 AM EST

�

�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

�

�

FORM�8-K

�

�

CURRENT REPORT

Pursuant to Section�13 or 15(d)�of

the Securities Exchange Act of 1934

�

Date of Report (Date of earliest event reported): November�13, 2014

�

�

ATLANTIC POWER CORPORATION

(Exact name of registrant as specified in its charter)

�

British Columbia, Canada

�

001-34691

�

55-0886410

(State or other jurisdiction of

incorporation or organization)

�

(Commission File Number)

�

(IRS Employer Identification No.)

�

One Federal Street, Floor 30

Boston, MA

�

02110

(Address of principal executive offices)

�

(Zip Code)

�

(617) 977-2400

(Registrant�s telephone number, including area code)

�

�

Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

�

o���������������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

�

o���������������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

�

o���������������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

�

o���������������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

�

�

�


�

Item 7.01������������������������������������������ Regulation FD Disclosure.

�

On November�13, 2014, Atlantic Power Limited Partnership (�APLP�), a wholly-owned indirect subsidiary of Atlantic Power Corporation (the �Company�), will provide to the lenders under its senior secured credit facilities the consolidated financial statements of APLP for the three and nine months ended September�30, 2014 and 2013 (the �APLP Financial Statements�), which are attached hereto as Exhibit�99.1 and incorporated by reference herein.� The APLP Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in U.S. dollars.� The information in this Item 7.01, including Exhibit�99.1, should be read in conjunction with the information contained in the Company�s filings under the Securities Exchange Act of 1934, as amended (the �Exchange Act�).

�

The information in this Item 7.01, including Exhibit�99.1, is being furnished and shall not be deemed to be �filed� for purposes of Section�18 of the Exchange Act, or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in that filing. The Company does not undertake any obligation to update the information contained in this Item 7.01, including Exhibit�99.1.

�

Item 9.01.��������������������������������������� Financial Statements and Exhibits.

�

(d)�Exhibits

�

Exhibit
Number

�

Description

99.1

�

Consolidated Financial Statements of APLP for the three and nine months ended September�30, 2014 and 2013.

�

2


�

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 hereunto duly authorized.

�

�

�

Atlantic Power Corporation

�

�

�

�

Dated: November�13, 2014

By:

/s/ Terrence Ronan

�

�

Name:�Terrence Ronan

�

�

Title:�� Chief Financial Officer

�

EXHIBIT�INDEX

�

Exhibit
Number

�

Description

99.1

�

Consolidated Financial Statements of APLP for the three and nine months ended September�30, 2014 and 2013.

�

3

Exhibit 99.1

�

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

�

Consolidated Financial Statements

�

For the Three and Nine Months Ended September�30, 2014 and 2013

�


�

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

�

CONSOLIDATED BALANCE SHEETS

�

�(in millions of U.S. dollars)

�

�

�

September�30,

�

December�31,

�

�

�

2014

�

2013

�

�

�

(unaudited)

�

�

�

Assets�

�

�

�

�

�

Current assets:

�

�

�

�

�

Cash and cash equivalents

�

$

31.9

�

$

29.8

�

Accounts receivable

�

51.1

�

49.5

�

Current portion of derivative instruments asset

�

�

�

0.2

�

Inventory

�

17.3

�

13.1

�

Prepayments and other current assets

�

10.4

�

10.4

�

Refundable income taxes

�

3.0

�

4.1

�

Total current assets

�

113.7

�

107.1

�

�

�

�

�

�

�

Property, plant, and equipment, net

�

816.5

�

882.4

�

Equity investment in unconsolidated affiliate

�

137.3

�

153.8

�

Power purchase agreements and intangible assets, net

�

366.3

�

416.3

�

Goodwill

�

197.3

�

296.3

�

Derivative instruments asset

�

1.7

�

1.2

�

Deferred financing costs

�

37.7

�

�

�

Other assets

�

8.8

�

9.9

�

Total assets

�

$

1,679.3

�

$

1,867.0

�

�

�

�

�

�

�

Liabilities

�

�

�

�

�

Current liabilities:

�

�

�

�

�

Accounts payable

�

$

45.8

�

$

34.4

�

Accrued interest

�

3.2

�

10.5

�

Other accrued liabilities

�

22.3

�

30.1

�

Current portion of long-term debt

�

5.7

�

190.2

�

Current portion of derivative instruments liability

�

22.0

�

18.7

�

Dividends payable

�

�

�

3.1

�

Other current liabilities

�

8.4

�

5.2

�

Total current liabilities

�

107.4

�

292.2

�

�

�

�

�

�

�

Long-term debt

�

735.3

�

423.1

�

Derivative instruments liability

�

35.7

�

61.9

�

Deferred income taxes

�

95.7

�

106.2

�

Power purchase and fuel supply agreement liabilities, net

�

34.9

�

38.7

�

Other long-term liabilities

�

54.5

�

59.2

�

Total liabilities

�

1,063.5

�

981.3

�

�

�

�

�

�

�

Commitments and contingencies

�

�

�

�

�

�

�

�

�

�

�

Equity

�

�

�

�

�

Partners� capital

�

1,020.1

�

1,011.6

�

Preferred shares issued by a subsidiary company

�

221.3

�

221.3

�

Accumulated other comprehensive loss

�

(46.6

)

(22.2

)

Retained deficit

�

(579.0

)

(325.0

)

Total equity

�

615.8

�

885.7

�

Total liabilities and equity

�

$

1,679.3

�

$

1,867.0

�

�


�

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

�

CONSOLIDATED STATEMENTS OF OPERATIONS

�

�(in millions of U.S. dollars)

�

(unaudited)

�

�

�

Three�months�ended�
September�30,

�

Nine�months�ended�
September�30,

�

�

�

2014

�

2013

�

2014

�

2013

�

Project revenue:

�

�

�

�

�

�

�

�

�

Energy sales

�

$

48.0

�

$

50.4

�

$

162.8

�

$

160.2

�

Energy capacity revenue

�

39.3

�

39.7

�

101.8

�

107.0

�

Other

�

19.1

�

18.3

�

67.3

�

62.6

�

�

�

106.4

�

108.4

�

331.9

�

329.8

�

Project expenses:

�

�

�

�

�

�

�

�

�

Fuel

�

44.4

�

41.9

�

141.9

�

134.2

�

Operations and maintenance

�

22.1

�

27.3

�

66.8

�

86.0

�

Depreciation and amortization

�

27.8

�

28.7

�

83.4

�

86.7

�

�

�

94.3

�

97.9

�

292.1

�

306.9

�

Project other income (expense):

�

�

�

�

�

�

�

�

�

Change in fair value of derivative instruments

�

2.9

�

(3.6

)

20.4

�

12.0

�

Equity in earnings of unconsolidated affiliates

�

0.5

�

0.5

�

1.4

�

1.5

�

Interest expense, net

�

�

�

(2.7

)

(6.2

)

(8.4

)

Impairment

�

(91.9

)

(34.8

)

(106.7

)

(34.8

)

Other income, net

�

�

�

�

�

�

�

0.8

�

�

�

(88.5

)

(40.6

)

(91.1

)

(28.9

)

Project loss

�

(76.4

)

(30.1

)

(51.3

)

(6.0

)

�

�

�

�

�

�

�

�

�

�

Administrative and other expenses (income):

�

�

�

�

�

�

�

�

�

Administration

�

0.1

�

0.1

�

0.2

�

0.2

�

Interest, net

�

12.7

�

6.4

�

56.8

�

19.1

�

Foreign exchange (gain) loss

�

(8.2

)

4.1

�

(8.1

)

(3.8

)

Other income, net

�

�

�

�

�

(2.1

)

�

�

�

�

4.6

�

10.6

�

46.8

�

15.5

�

Loss from continuing operations before income taxes

�

(81.0

)

(40.7

)

(98.1

)

(21.5

)

Income tax expense (benefit)

�

4.7

�

5.9

�

(5.2

)

(0.8

)

Net loss from continuing operations

�

(85.7

)

(46.6

)

(92.9

)

(20.7

)

Net income (loss) from discontinued operations

�

�

�

0.4

�

(0.1

)

0.9

�

Net loss

�

(85.7

)

(46.2

)

(93.0

)

(19.8

)

Net income attributable to preferred shares dividends of a subsidiary company

�

2.9

�

3.2

�

8.8

�

9.5

�

Net loss attributable to Atlantic Power Limited Partnership

�

$

(88.6

)

$

(49.4

)

$

(101.8

)

$

(29.3

)

�


�

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

�

CONSOLIDATED STATEMENTS OF CASH FLOWS

�

�(in millions of U.S. dollars)

�

(unaudited)

�

�

�

Nine�months�ended�
September�30,

�

�

�

2014

�

2013

�

Cash flows from operating activities:

�

�

�

�

�

Net loss

�

$

(93.0

)

$

(19.8

)

Adjustments to reconcile to net cash provided by operating activities:

�

�

�

�

�

Depreciation and amortization

�

83.4

�

86.7

�

Gain on sale of asset

�

(2.1

)

�

�

Impairment charges

�

106.7

�

34.8

�

Distributions from unconsolidated affiliate

�

18.0

�

�

�

Equity in earnings from unconsolidated affiliate

�

(1.4

)

(1.5

)

Unrealized foreign exchange gain

�

(8.1

)

2.6

�

Change in fair value of derivative instruments

�

(20.3

)

(12.0

)

Change in deferred income taxes

�

(8.9

)

(6.4

)

Change in other operating balances

�

�

�

�

�

Accounts receivable

�

(1.6

)

18.1

�

Inventory

�

(4.2

)

0.4

�

Prepayments, supplies and other assets

�

5.1

�

1.7

�

Accounts payable

�

12.0

�

(5.9

)

Accruals and other liabilities

�

(14.8

)

(11.6

)

Cash flows provided by operating activities

�

70.8

�

87.1

�

�

�

�

�

�

�

Cash flows used in investing activities:

�

�

�

�

�

Proceeds from sale of asset, net

�

0.9

�

�

�

Purchase of property, plant and equipment

�

(10.7

)

(3.7

)

Cash flows used in investing activities

�

(9.8

)

(3.7

)

�

�

�

�

�

�

Cash flows used in financing activities:

�

�

�

�

�

Proceeds from senior secured term loan facility

�

600.0

�

�

�

Repayment of corporate and project-level debt

�

(462.3

)

�

�

Contributions from parent

�

8.0

�

�

�

Distributions to parent

�

(152.1

)

(56.2

)

Deferred financing costs

�

(40.6

)

�

�

Dividends paid on preferred shares of a subsidiary company

�

(11.9

)

(9.5

)

Cash flows used in financing activities

�

(58.9

)

(65.7

)

�

�

�

�

�

�

Net increase (decrease) in cash and cash equivalents

�

2.1

�

17.7

�

Cash and cash equivalents at beginning of period

�

29.8

�

11.3

�

Cash and cash equivalents at end of period

�

$

31.9

�

$

29.0

�

�

�

�

�

�

�

Supplemental cash flow information

�

�

�

�

�

Interest paid

�

$

58.5

�

$

30.5

�

Taxes paid

�

$

1.4

�

$

2.7

�

�


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