Current Report Filing (8-k)

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 29, 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 May 29, 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 months ended March 31, 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 months ended March 31, 2014 and 2013.

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: May 29, 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 months ended March 31, 2014 and 2013.

Exhibit 99.1

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

Consolidated Financial Statements

For The Three Months Ended March 31, 2014

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars)

	March 31,			December 31,
	2014			2013
	(unaudied)
Assets
Current assets:
Cash and cash equivalents	$	48.1		$	29.8
Accounts receivable	35.4			49.5
Current portion of derivative instruments asset	0.1			0.2
Inventory	13.1			13.1
Prepayments and other current assets	13.2			10.4
Refundable income taxes	3.0			4.1
Total current assets	112.9			107.1

Property, plant, and equipment, net	851.6			882.4
Equity investment in unconsolidated affiliate	154.6			153.8
Power purchase agreements and intangible assets, net	396.7			416.3
Goodwill	296.3			296.3
Derivative instruments asset	—			1.2
Deferred financing costs	38.9			—
Other assets	9.5			9.9
Total assets	$	1,860.5		$	1,867.0

Liabilities
Current liabilities:
Accounts payable	$	37.4		$	34.4
Accrued interest	5.9			10.5
Other accrued liabilities	18.1			30.1
Current portion of long-term debt	6.2			190.2
Current portion of derivative instruments liability	14.9			18.7
Dividends payable	—			3.1
Other current liabilities	4.5			5.2
Total current liabilities	87.0			292.2

Long-term debt	784.6			423.1
Derivative instruments liability	46.2			61.9
Deferred income taxes	92.9			106.2
Power purchase and fuel supply agreement liabilities, net	37.0			38.7
Other long-term liabilities	55.8			59.2
Total liabilities	1,103.5			981.3

Commitments and contingencies

Equity
Partners’ capital	1,019.9			1,011.6
Preferred shares issued by a subsidiary company	221.3			221.3
Accumulated other comprehensive loss	(40.8		)	(22.2		)
Retained deficit	(443.4		)	(325.0		)
Total equity	757.0			885.7
Total liabilities and equity	$	1,860.5		$	1,867.0

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions of U.S. dollars)

(unaudited)

	Three months ended March 31,
	2014			2013
Project revenue:
Energy sales	$	59.0		$	57.8
Energy capacity revenue	28.4			31.4
Other	27.2			26.0
	114.6			115.2
Project expenses:
Fuel	51.6			46.8
Operations and maintenance	22.0			21.1
Depreciation and amortization	27.7			29.1
	101.3			97.0
Project other income (expense):
Change in fair value of derivative instruments	16.0			8.1
Equity in earnings of unconsolidated affiliates	0.8			0.7
Interest expense, net	(6.1		)	(2.8		)
	10.7			6.0
Project income	24.0			24.2

Administrative and other expenses (income):
Administration	0.1			0.1
Interest, net	31.4			6.4
Foreign exchange gain	(6.6		)	(2.4		)
Other income, net	(2.1		)	—
	22.8			4.1
Income from continuing operations before income taxes	1.2			20.1
Income tax benefit	(10.8		)	(2.7		)
Net income from continuing operations	12.0			22.8
Net (loss) income from discontinued operations	(0.1		)	0.3
Net income	11.9			23.1
Net income attributable to preferred shares dividends of a subsidiary company	2.8			3.2
Net income attributable to Atlantic Power Limited Partnership	$	9.1		$	19.9

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

(unaudited)

	Three months ended March 31,
	2014			2013
Cash flows from operating activities:
Net income	$	11.9		$	23.1
Adjustments to reconcile to net cash (used in) provided by operating activities:
Depreciation and amortization	27.7			29.5
Gain on sale of asset	(2.1		)	—
Equity in earnings from unconsolidated affiliate	(0.8		)	(0.7		)
Unrealized foreign exchange gain	(6.6		)	(2.4		)
Change in fair value of derivative instruments	(16.0		)	(8.1		)
Change in deferred income taxes	(12.1		)	(4.1		)
Change in other operating balances
Accounts receivable	14.1			(2.5		)
Inventory	—			0.9
Prepayments, supplies and other assets	(1.4		)	(5.2		)
Accounts payable	3.4			(0.7		)
Accruals and other liabilities	(19.3		)	(9.8		)
Cash flows (used in) provided by operating activities	(1.2		)	20.0

Cash flows provided by (used in) investing activities:
Proceeds from sale of asset, net	1.0			—
Purchase of property, plant and equipment	(2.3		)	(0.7		)
Cash flows used in investing activities	(1.3		)	(0.7		)

Cash flows provided by (used in) financing activities:
Proceeds Senior secured term loan facility	600.0			—
Repayment of corporate and project-level debt	(415.0		)	—
Contributions from parent	8.1			—
Distributions to parent	(127.5		)	(13.8		)
Deferred financing costs	(38.9		)	—
Dividends paid on preferred shares of a subsidiary company	(5.9		)	(3.2		)
Cash flows provided by (used in) financing activities	20.8			(17.0		)

Net increase in cash and cash equivalents	18.3			2.3
Cash and cash equivalents at beginning of period	29.8			11.3
Cash and cash equivalents at end of period	$	48.1		$	13.6

Supplemental cash flow information
Interest paid	$	36.9		$	12.2
Taxes paid	$	0.6		$	1.4