Form 8-K ATLANTIC POWER CORP For: Mar 08
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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): March 8, 2018
ATLANTIC POWER CORPORATION
(Exact name of registrant as specified in its charter)
|
British Columbia, Canada |
|
001-34691 |
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55-0886410 |
|
(State or other jurisdiction of |
|
(Commission File Number) |
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(IRS Employer Identification No.) |
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3 Allied Drive, Suite 220 |
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02026 |
|
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01 Regulation FD Disclosure.
On March 8, 2018, APLP Holdings Limited Partnership (“APLP Holdings”), a wholly-owned subsidiary of Atlantic Power Corporation (the “Company”), will provide to the lenders under its senior secured credit facilities the unaudited consolidated financial statements of APLP Holdings for the years ended December 31, 2017 and 2016 (the “APLP Holdings Financial Statements”), which are attached hereto as Exhibit 99.1 and incorporated by reference herein. The APLP Holdings 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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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: March 8, 2018 |
By: |
/s/ Terrence Ronan |
|
|
|
Name: Terrence Ronan |
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|
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Title: Chief Financial Officer |
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
Consolidated Financial Statements (unaudited)
For the Years Ended December 31, 2017 and 2016
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions of U.S. dollars)
(unaudited)
|
|
|
December 31, |
|
December 31, |
| ||
|
|
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2017 |
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2016 |
| ||
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Assets |
|
|
|
|
| ||
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Current assets: |
|
|
|
|
| ||
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Cash and cash equivalents |
|
$ |
29.1 |
|
$ |
26.0 |
|
|
Restricted cash |
|
6.1 |
|
9.3 |
| ||
|
Accounts receivable - trade, unbilled and other |
|
52.3 |
|
34.8 |
| ||
|
Accounts receivable - related party |
|
36.6 |
|
40.2 |
| ||
|
Current portion of derivative instruments asset |
|
2.7 |
|
4.1 |
| ||
|
Inventory |
|
17.7 |
|
14.5 |
| ||
|
Prepayments and other current assets |
|
12.2 |
|
6.3 |
| ||
|
Total current assets |
|
156.7 |
|
135.2 |
| ||
|
|
|
|
|
|
| ||
|
Property, plant, and equipment, net |
|
603.6 |
|
613.7 |
| ||
|
Equity investment in unconsolidated affiliates |
|
163.6 |
|
266.8 |
| ||
|
Power purchase agreements and intangible assets, net |
|
191.2 |
|
246.2 |
| ||
|
Goodwill |
|
21.4 |
|
36.1 |
| ||
|
Derivative instruments asset |
|
2.8 |
|
4.6 |
| ||
|
Other assets |
|
8.1 |
|
5.2 |
| ||
|
Total assets |
|
$ |
1,147.4 |
|
$ |
1,307.8 |
|
|
|
|
|
|
|
| ||
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Liabilities |
|
|
|
|
| ||
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Current liabilities: |
|
|
|
|
| ||
|
Accounts payable |
|
$ |
1.7 |
|
$ |
3.7 |
|
|
Related party payables |
|
27.2 |
|
26.3 |
| ||
|
Accrued interest |
|
0.3 |
|
0.3 |
| ||
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Other accrued liabilities |
|
23.1 |
|
17.5 |
| ||
|
Current portion of long-term debt |
|
99.5 |
|
109.4 |
| ||
|
Current portion of derivative instruments liability |
|
4.4 |
|
6.0 |
| ||
|
Other current liabilities |
|
1.0 |
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1.8 |
| ||
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Total current liabilities |
|
157.2 |
|
165.0 |
| ||
|
|
|
|
|
|
| ||
|
Long-term debt, net of unamortized discount and deferred financing costs |
|
616.3 |
|
697.0 |
| ||
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Derivative instruments liability |
|
19.9 |
|
14.8 |
| ||
|
Deferred income taxes |
|
12.3 |
|
69.2 |
| ||
|
Power purchase and fuel supply agreement liabilities, net |
|
24.1 |
|
25.3 |
| ||
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Other long-term liabilities |
|
47.6 |
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51.6 |
| ||
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Total liabilities |
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877.4 |
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1,022.9 |
| ||
|
|
|
|
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|
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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 |
|
1,325.8 |
|
1,202.0 |
| ||
|
Accumulated other comprehensive loss |
|
(133.4 |
) |
(146.5 |
) | ||
|
Retained deficit |
|
(1,137.6 |
) |
(991.9 |
) | ||
|
Total APLP Holdings Limited Partnership equity |
|
54.8 |
|
63.6 |
| ||
|
Preferred shares issued by a subsidiary company |
|
215.2 |
|
221.3 |
| ||
|
Total equity |
|
270.0 |
|
284.9 |
| ||
|
Total liabilities and equity |
|
$ |
1,147.4 |
|
$ |
1,307.8 |
|
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions of U.S. dollars)
(unaudited)
|
|
|
Years ended December 31, |
| ||||
|
|
|
2017 |
|
2016 |
| ||
|
Project revenue: |
|
|
|
|
| ||
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Energy sales |
|
$ |
148.9 |
|
$ |
172.8 |
|
|
Energy capacity revenue |
|
105.7 |
|
123.0 |
| ||
|
Other |
|
176.3 |
|
73.1 |
| ||
|
|
|
430.9 |
|
368.9 |
| ||
|
Project expenses: |
|
|
|
|
| ||
|
Fuel |
|
106.4 |
|
136.8 |
| ||
|
Operations and maintenance |
|
88.3 |
|
94.3 |
| ||
|
Depreciation and amortization |
|
113.1 |
|
106.1 |
| ||
|
|
|
307.8 |
|
337.2 |
| ||
|
Project other income (expense): |
|
|
|
|
| ||
|
Change in fair value of derivative instruments |
|
2.1 |
|
36.6 |
| ||
|
Equity in (loss) earnings of unconsolidated affiliates |
|
(54.8 |
) |
35.9 |
| ||
|
Interest expense, net |
|
(17.5 |
) |
(2.6 |
) | ||
|
Impairment and other income (expense) |
|
(101.0 |
) |
(85.5 |
) | ||
|
|
|
(171.2 |
) |
(15.6 |
) | ||
|
Project (loss) income |
|
(48.1 |
) |
16.1 |
| ||
|
|
|
|
|
|
| ||
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Administrative and other expenses (income): |
|
|
|
|
| ||
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Administration |
|
4.1 |
|
3.0 |
| ||
|
Interest, net |
|
55.3 |
|
98.7 |
| ||
|
Foreign exchange loss |
|
12.2 |
|
3.3 |
| ||
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Other expense |
|
13.0 |
|
15.1 |
| ||
|
|
|
84.6 |
|
120.1 |
| ||
|
Loss before income taxes |
|
(132.7 |
) |
(104.0 |
) | ||
|
Income tax benefit |
|
(59.0 |
) |
(14.0 |
) | ||
|
Net loss |
|
(73.7 |
) |
(90.0 |
) | ||
|
Net income attributable to preferred shares of a subsidiary company |
|
5.6 |
|
8.5 |
| ||
|
Net loss attributable to APLP Holdings Limited Partnership |
|
$ |
(79.3 |
) |
$ |
(98.5 |
) |
APLP HOLDINGS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions of U.S. dollars)
(unaudited)
|
|
|
December 31, |
| ||||
|
|
|
2017 |
|
2016 |
| ||
|
Cash flows from operating activities: |
|
|
|
|
| ||
|
Net loss |
|
$ |
(73.7 |
) |
$ |
(90.0 |
) |
|
Adjustments to reconcile to net cash provided by operating activities: |
|
|
|
|
| ||
|
Depreciation and amortization |
|
113.1 |
|
106.1 |
| ||
|
Loss on sale of assets |
|
0.1 |
|
0.2 |
| ||
|
Stock-based compensation expense |
|
2.1 |
|
1.9 |
| ||
|
Distributions from unconsolidated affiliates |
|
47.3 |
|
55.3 |
| ||
|
Equity in (loss) earnings from unconsolidated affiliates |
|
54.9 |
|
(35.9 |
) | ||
|
Unrealized foreign exchange loss |
|
11.0 |
|
3.3 |
| ||
|
Change in fair value of derivative instruments |
|
(2.1 |
) |
(36.6 |
) | ||
|
Change in deferred income taxes |
|
(62.6 |
) |
(16.9 |
) | ||
|
Impairment |
|
101.1 |
|
85.9 |
| ||
|
Change in other operating balances |
|
|
|
|
| ||
|
Accounts receivable |
|
(11.5 |
) |
11.6 |
| ||
|
Inventory |
|
(1.6 |
) |
0.8 |
| ||
|
Prepayments, supplies and other assets |
|
10.1 |
|
43.4 |
| ||
|
Accounts payable |
|
(1.5 |
) |
(19.8 |
) | ||
|
Accruals and other liabilities |
|
0.3 |
|
(2.3 |
) | ||
|
Cash flows provided by operating activities |
|
187.0 |
|
107.0 |
| ||
|
|
|
|
|
|
| ||
|
Cash flows provided by (used in) investing activities: |
|
|
|
|
| ||
|
Proceeds from sale of equity investment |
|
1.0 |
|
— |
| ||
|
Change in restricted cash |
|
7.1 |
|
1.1 |
| ||
|
Reimbursement of costs for third party construction project |
|
— |
|
4.7 |
| ||
|
Purchase of property, plant and equipment |
|
(5.3 |
) |
(7.2 |
) | ||
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Cash flows provided by (used in) investing activities |
|
2.8 |
|
(1.4 |
) | ||
|
|
|
|
|
|
| ||
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Cash flows used in financing activities: |
|
|
|
|
| ||
|
Dividends paid to Parent |
|
(67.9 |
) |
(250.3 |
) | ||
|
Contribution from Parent |
|
59.6 |
|
— |
| ||
|
Dividends paid on preferred shares of a subsidiary company |
|
(8.7 |
) |
(8.5 |
) | ||
|
Repurchase of preferred shares of a subsidiary company |
|
(3.1 |
) |
— |
| ||
|
Cash payments for vested LTIP units withheld for taxes |
|
(0.7 |
) |
(0.5 |
) | ||
|
Proceeds from senior secured term loan facility, net of discount |
|
— |
|
682.9 |
| ||
|
Repayment of corporate and project-level debt |
|
(165.9 |
) |
(547.3 |
) | ||
|
Deferred financing costs |
|
— |
|
(16.2 |
) | ||
|
Cash flows used in financing activities |
|
(186.7 |
) |
(139.9 |
) | ||
|
|
|
|
|
|
| ||
|
Net decrease in cash and cash equivalents |
|
3.1 |
|
(34.3 |
) | ||
|
Cash and cash equivalents at beginning of period |
|
26.0 |
|
60.3 |
| ||
|
Cash and cash equivalents at end of period |
|
$ |
29.1 |
|
$ |
26.0 |
|
|
|
|
|
|
|
| ||
|
Supplemental cash flow information |
|
|
|
|
| ||
|
Interest paid |
|
$ |
65.7 |
|
$ |
54.2 |
|
|
Taxes paid |
|
$ |
3.7 |
|
$ |
3.5 |
|
|
Accruals for construction |
|
$ |
1.2 |
|
$ |
1.2 |
|
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