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): November 12, 2015

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.)

3 Allied Drive, Suite 220 Dedham, MA		02026
(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 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 and nine months ended September 30, 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

Exhibit Number		Description

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

	Atlantic Power Corporation


Dated: November 12, 2015	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, 2015 and 2014.

Exhibit 99.1

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2015

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars)

	September 30,			December 31,
	2015			2014
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	34.7		$	50.2
Accounts receivable	40.2			46.4
Inventory	14.0			16.2
Prepayments and other current assets	10.0			10.6
Refundable income taxes	—			0.7
Total current assets	98.9			124.1

Property, plant, and equipment, net	710.8			791.1
Equity investment in unconsolidated affiliate	127.2			135.0
Power purchase agreements and intangible assets, net	297.8			348.4
Goodwill	197.2			197.2
Derivative instruments asset	—			1.1
Deferred financing costs	32.7			36.5
Other assets	8.2			9.0
Total assets	$	1,472.8		$	1,642.4

Liabilities
Current liabilities:
Accounts payable	$	5.0		$	7.9
Related party payables	63.5			57.8
Income taxes payable	0.8			—
Accrued interest	2.6			0.2
Other accrued liabilities	16.2			20.5
Current portion of long-term debt	5.0			5.6
Current portion of derivative instruments liability	28.1			29.7
Other current liabilities	5.5			6.8
Total current liabilities	126.7			128.5

Long-term debt	637.7			717.5
Derivative instruments liability	17.7			35.4
Deferred income taxes	85.7			91.1
Power purchase and fuel supply agreement liabilities, net	28.4			33.4
Other long-term liabilities	51.3			53.8
Total liabilities	947.5			1,059.7

Commitments and contingencies

Equity
Partners’ capital	1,020.1			1,020.1
Accumulated other comprehensive loss	(117.8		)	(65.9		)
Retained deficit	(598.3		)	(592.8		)
Total Atlantic Power Limited Partnership equity	304.0			361.4
Preferred shares issued by a subsidiary company	221.3			221.3
Total equity	525.3			582.7
Total liabilities and equity	$	1,472.8		$	1,642.4

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,
	2015			2014			2015			2014
Project revenue:
Energy sales	$	38.9		$	48.0		$	131.7		$	162.8
Energy capacity revenue	35.1			39.3			92.7			101.8
Other	18.0			19.1			58.8			67.3
	92.0			106.4			283.2			331.9
Project expenses:
Fuel	35.4			44.4			108.7			141.9
Operations and maintenance	20.3			22.1			67.7			66.8
Depreciation and amortization	24.5			27.8			74.6			83.4
	80.2			94.3			251.0			292.1
Project other income (expense):
Change in fair value of derivative instruments	5.5			2.9			10.2			20.4
Equity in earnings of unconsolidated affiliates	0.7			0.5			1.8			1.4
Interest expense, net	—			—			(0.1		)	(6.2		)
Impairment of goodwill and long-lived assets	—			(91.9		)	—			(106.7		)
	6.2			(88.5		)	11.9			(91.1		)
Project income (expense)	18.0			(76.4		)	44.1			(51.3		)

Administrative and other expenses (income):
Administration	0.2			0.1			0.5			0.2
Interest, net	11.2			12.7			34.9			56.8
Foreign exchange gain	(9.6		)	(8.2		)	(21.8		)	(8.1		)
	1.8			4.6			13.6			48.9
Income (loss) from continuing operations before income taxes	16.2			(81.0		)	30.5			(100.2		)
Income tax expense (benefit)	3.6			4.7			1.2			(5.2		)
Net income (loss) from continuing operations	12.6			(85.7		)	29.3			(95.0		)
Net income from discontinued operations	—			—			—			2.0
Net income (loss)	12.6			(85.7		)	29.3			(93.0		)
Net income attributable to preferred shares of a subsidiary company	2.1			2.9			6.7			8.8
Net income (loss) attributable to Atlantic Power Limited Partnership	$	10.5		$	(88.6	)	$	22.6		$	(101.8	)

ATLANTIC POWER LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

(unaudited)

	Nine months ended September 30,
	2015			2014
Cash flows from operating activities:
Net income (loss)	$	29.3		$	(92.9	)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	74.6			83.4
Gain on sale of discontinued operation	—			(2.1		)
Impairment charges	—			106.7
Distributions from unconsolidated affiliate	9.6			18.0
Equity in earnings from unconsolidated affiliate	(1.8		)	(1.4		)
Unrealized foreign exchange gain	(22.0		)	(8.1		)
Change in fair value of derivative instruments	(10.3		)	(20.3		)
Change in deferred income taxes	(2.3		)	(8.9		)
Change in other operating balances
Accounts receivable	6.2			(1.6		)
Inventory	2.2			(4.2		)
Prepayments, supplies and other assets	6.6			5.1
Accounts payable	(2.8		)	12.0
Accruals and other liabilities	(5.1		)	(14.9		)
Cash flows provided by operating activities	84.2			70.8

Cash flows used in investing activities:
Proceeds from sale of discontinued operation, net	—			0.9
Purchase of property, plant and equipment	(8.8		)	(10.7		)
Cash flows used in investing activities	(8.8		)	(9.8		)

Cash flows used in financing activities:
Proceeds from senior secured term loan facility	—			600.0
Repayment of corporate and project-level debt	(56.1		)	(462.3		)
Contributions from parent	—			8.0
Distributions to parent	(28.1		)	(152.1		)
Deferred financing costs	—			(40.6		)
Dividends paid on preferred shares of a subsidiary company	(6.7		)	(11.9		)
Cash flows used in financing activities	(90.9		)	(58.9		)

Net (decrease) increase in cash and cash equivalents	(15.5		)	2.1
Cash and cash equivalents at beginning of period	50.2			29.8
Cash and cash equivalents at end of period	$	34.7		$	31.9

Supplemental cash flow information
Interest paid	$	24.8		$	58.5
Taxes paid	$	3.3		$	1.4