Form 8-K ATLANTIC POWER CORP For: May 12
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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): May 12, 2015
ATLANTIC POWER CORPORATION
(Exact name of registrant as specified in its charter)
|
British Columbia, Canada |
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001-34691 |
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55-0886410 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3 Allied Drive, Suite 220 Dedham, MA |
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02026 |
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(Address of principal executive offices) |
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(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 May 12, 2015, 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 months ended March 31, 2015 and 2014 (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
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Exhibit |
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Description |
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99.1 |
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Consolidated Financial Statements of APLP for the three months ended March 31, 2015 and 2014. |
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.
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Atlantic Power Corporation | |
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| |
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Dated: May 12, 2015 |
By: |
/s/ Terrence Ronan |
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|
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Name: Terrence Ronan |
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Title: Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit |
|
Description |
|
|
|
|
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99.1 |
|
Consolidated Financial Statements of APLP for the three months ended March 31, 2015 and 2014. |
Exhibit 99.1
ATLANTIC POWER LIMITED PARTNERSHIP
AND SUBSIDIARIES
Consolidated Financial Statements
For the Three Months Ended March 31, 2015
ATLANTIC POWER LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions of U.S. dollars)
|
|
|
March 31, |
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December 31, |
| ||
|
|
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2015 |
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2014 |
| ||
|
|
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(unaudited) |
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|
| ||
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Assets |
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|
| ||
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Current assets: |
|
|
|
|
| ||
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Cash and cash equivalents |
|
$ |
47.9 |
|
$ |
50.2 |
|
|
Accounts receivable |
|
40.8 |
|
46.4 |
| ||
|
Inventory |
|
12.4 |
|
16.2 |
| ||
|
Prepayments and other current assets |
|
10.4 |
|
10.6 |
| ||
|
Refundable income taxes |
|
0.1 |
|
0.7 |
| ||
|
Total current assets |
|
111.6 |
|
124.1 |
| ||
|
|
|
|
|
|
| ||
|
Property, plant, and equipment, net |
|
745.4 |
|
791.1 |
| ||
|
Equity investment in unconsolidated affiliate |
|
132.4 |
|
135.0 |
| ||
|
Power purchase agreements and intangible assets, net |
|
327.2 |
|
348.4 |
| ||
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Goodwill |
|
197.2 |
|
197.2 |
| ||
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Derivative instruments asset |
|
0.3 |
|
1.1 |
| ||
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Deferred financing costs |
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35.2 |
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36.5 |
| ||
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Other assets |
|
9.1 |
|
9.0 |
| ||
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Total assets |
|
$ |
1,558.4 |
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$ |
1,642.4 |
|
|
|
|
|
|
|
| ||
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Liabilities |
|
|
|
|
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Current liabilities: |
|
|
|
|
| ||
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Accounts payable |
|
$ |
5.2 |
|
$ |
7.9 |
|
|
Related party payables |
|
59.3 |
|
$ |
57.8 |
| |
|
Accrued interest |
|
2.7 |
|
0.2 |
| ||
|
Other accrued liabilities |
|
16.8 |
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20.5 |
| ||
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Current portion of long-term debt |
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5.4 |
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5.6 |
| ||
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Current portion of derivative instruments liability |
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27.9 |
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29.7 |
| ||
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Other current liabilities |
|
5.7 |
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6.8 |
| ||
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Total current liabilities |
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123.0 |
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128.5 |
| ||
|
|
|
|
|
|
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Long-term debt |
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681.1 |
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717.5 |
| ||
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Derivative instruments liability |
|
30.1 |
|
35.4 |
| ||
|
Deferred income taxes |
|
87.2 |
|
91.1 |
| ||
|
Power purchase and fuel supply agreement liabilities, net |
|
31.0 |
|
33.4 |
| ||
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Other long-term liabilities |
|
52.1 |
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53.8 |
| ||
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Total liabilities |
|
1,004.5 |
|
1,059.7 |
| ||
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Commitments and contingencies |
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|
|
| ||
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|
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Equity |
|
|
|
|
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Partners’ capital |
|
1,020.1 |
|
1,020.1 |
| ||
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Accumulated other comprehensive loss |
|
(101.1 |
) |
(65.9 |
) | ||
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Retained deficit |
|
(586.4 |
) |
(592.8 |
) | ||
|
Total Atlantic Power Limited Partnership equity |
|
332.6 |
|
361.4 |
| ||
|
Preferred shares issued by a subsidiary company |
|
221.3 |
|
221.3 |
| ||
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Total equity |
|
553.9 |
|
582.7 |
| ||
|
Total liabilities and equity |
|
$ |
1,558.4 |
|
$ |
1,642.4 |
|
ATLANTIC POWER LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions of U.S. dollars)
(unaudited)
|
|
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Three months ended |
| ||||
|
|
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2015 |
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2014 |
| ||
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Project revenue: |
|
|
|
|
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Energy sales |
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$ |
49.6 |
|
$ |
59.0 |
|
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Energy capacity revenue |
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27.7 |
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28.4 |
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Other |
|
23.5 |
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27.2 |
| ||
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|
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100.8 |
|
114.6 |
| ||
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Project expenses: |
|
|
|
|
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Fuel |
|
40.9 |
|
51.6 |
| ||
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Operations and maintenance |
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17.3 |
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22.0 |
| ||
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Depreciation and amortization |
|
25.0 |
|
27.7 |
| ||
|
|
|
83.2 |
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101.3 |
| ||
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Project other income (expense): |
|
|
|
|
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Change in fair value of derivative instruments |
|
0.9 |
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16.0 |
| ||
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Equity in earnings of unconsolidated affiliates |
|
0.6 |
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0.8 |
| ||
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Interest expense, net |
|
— |
|
(6.1 |
) | ||
|
|
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1.5 |
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10.7 |
| ||
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Project income |
|
19.1 |
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24.0 |
| ||
|
|
|
|
|
|
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Administrative and other expenses (income): |
|
|
|
|
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Administration |
|
0.2 |
|
0.1 |
| ||
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Interest, net |
|
12.0 |
|
31.4 |
| ||
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Foreign exchange gain |
|
(14.3 |
) |
(6.6 |
) | ||
|
|
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(2.1 |
) |
24.9 |
| ||
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Loss from continuing operations before income taxes |
|
21.2 |
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(0.9 |
) | ||
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Income tax benefit |
|
(0.8 |
) |
(10.8 |
) | ||
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Net income from continuing operations |
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22.0 |
|
9.9 |
| ||
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Net income from discontinued operations |
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— |
|
2.0 |
| ||
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Net income |
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22.0 |
|
11.9 |
| ||
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Net income attributable to preferred shares of a subsidiary company |
|
2.3 |
|
2.8 |
| ||
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Net income attributable to Atlantic Power Limited Partnership |
|
$ |
19.7 |
|
$ |
9.1 |
|
ATLANTIC POWER LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions of U.S. dollars)
(unaudited)
|
|
|
Three months |
| ||||
|
|
|
2015 |
|
2014 |
| ||
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Cash flows from operating activities: |
|
|
|
|
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Net income |
|
$ |
22.0 |
|
$ |
11.9 |
|
|
Adjustments to reconcile to net cash provided by operating activities: |
|
|
|
|
| ||
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Depreciation and amortization |
|
25.0 |
|
27.7 |
| ||
|
Gain on sale of asset |
|
— |
|
(2.1 |
) | ||
|
Distributions from unconsolidated affiliate |
|
3.2 |
|
— |
| ||
|
Equity in earnings from unconsolidated affiliate |
|
(0.6 |
) |
(0.8 |
) | ||
|
Unrealized foreign exchange gain |
|
(14.3 |
) |
(6.6 |
) | ||
|
Change in fair value of derivative instruments |
|
(0.9 |
) |
(16.0 |
) | ||
|
Change in deferred income taxes |
|
(1.9 |
) |
(12.1 |
) | ||
|
Change in other operating balances |
|
|
|
|
| ||
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Accounts receivable |
|
5.6 |
|
14.1 |
| ||
|
Inventory |
|
3.8 |
|
— |
| ||
|
Prepayments, supplies and other assets |
|
1.9 |
|
(1.4 |
) | ||
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Accounts payable |
|
(5.4 |
) |
3.4 |
| ||
|
Accruals and other liabilities |
|
(2.4 |
) |
(19.3 |
) | ||
|
Cash flows provided by (used in) operating activities |
|
36.0 |
|
(1.2 |
) | ||
|
|
|
|
|
|
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Cash flows used in investing activities: |
|
|
|
|
| ||
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Proceeds from sale of asset, net |
|
— |
|
1.0 |
| ||
|
Purchase of property, plant and equipment |
|
(1.2 |
) |
(2.3 |
) | ||
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Cash flows used in investing activities |
|
(1.2 |
) |
(1.3 |
) | ||
|
|
|
|
|
|
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Cash flows (used in) provided by financing activities: |
|
|
|
|
| ||
|
Proceeds from senior secured term loan facility |
|
— |
|
600.0 |
| ||
|
Repayment of corporate and project-level debt |
|
(21.4 |
) |
(415.0 |
) | ||
|
Contributions from parent |
|
— |
|
8.1 |
| ||
|
Distributions to parent |
|
(13.4 |
) |
(127.5 |
) | ||
|
Deferred financing costs |
|
— |
|
(38.9 |
) | ||
|
Dividends paid on preferred shares of a subsidiary company |
|
(2.3 |
) |
(5.9 |
) | ||
|
Cash flows (used in) provided by financing activities |
|
(37.1 |
) |
20.8 |
| ||
|
|
|
|
|
|
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Net (decrease) increase in cash and cash equivalents |
|
(2.3 |
) |
18.3 |
| ||
|
Cash and cash equivalents at beginning of period |
|
50.2 |
|
29.8 |
| ||
|
Cash and cash equivalents at end of period |
|
$ |
47.9 |
|
$ |
48.1 |
|
|
|
|
|
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Supplemental cash flow information |
|
|
|
|
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Interest paid |
|
$ |
6.8 |
|
$ |
36.9 |
|
|
Taxes paid |
|
$ |
0.8 |
|
$ |
0.6 |
|
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