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 14, 2020

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 155 Dedham, MA	02026
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code (617) 977‑2400)

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:

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

☐Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

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

☐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 (17 CFR §230.405) or Rule 12b‑2 of the Securities Exchange Act of 1934 (17 CFR §240.12b‑2).

Emerging growth company   ☐

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.   ☐

Title of Each Class	Trading Symbol	Name of Exchange on which registered
Common Shares, no par value, and the associated Rights to Purchase Common Shares	AT	The New York Stock Exchange

Item 7.01Regulation FD Disclosure.

On May 14, 2020,  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 three months ended March 31, 2020 and 2019 (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

Exhibit Number	Description
99.1	Consolidated Financial Statements of APLP Holdings (unaudited) for the three months ended March 31, 2020 and 2019.

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.

20
	Atlantic Power Corporation
Dated: May 14, 2020	By:	/s/ Terrence Ronan
		Name: Terrence Ronan
		Title:   Chief Financial Officer

EX-99.1

Exhibit 99.1

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

Consolidated Financial Statements (unaudited)

For the three months ended March 31,  2020 and 2019

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars)

(unaudited)

	March 31,		December 31,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	13.8	$	26.1
Restricted cash		0.5		7.7
Accounts receivable - trade, unbilled and other		32.3		30.0
Accounts receivable - related party		31.4		34.0
Current portion of derivative instruments asset		—		0.7
Inventory		15.8		18.6
Insurance Receivable		6.1		13.5
Prepayments and other current assets		7.2		5.5
Total current assets		107.1		136.1
Property, plant, and equipment, net		491.4		503.1
Equity investments in unconsolidated affiliates		103.7		96.6
Power purchase agreements and intangible assets, net		137.5		144.3
Goodwill		21.4		21.4
Deferred income taxes		9.3		9.9
Other assets		1.4		2.9
Total assets	$	871.8	$	914.3
Liabilities
Current liabilities:
Accounts payable	$	3.7	$	7.8
Related party payables		31.9		29.8
Accrued interest		2.4		0.4
Other accrued liabilities		10.7		15.4
Current portion of long-term debt		78.5		76.4
Current portion of derivative instruments liability		12.4		8.8
Other current liabilities		0.8		0.8
Total current liabilities		140.4		139.4
Long-term debt, net of unamortized discount and deferred financing costs		436.3		473.5
Derivative instruments liability		16.5		15.9
Deferred income taxes		24.3		23.9
Power purchase and fuel supply agreement liabilities, net		18.5		19.8
Other long-term liabilities		52.2		54.2
Total liabilities		688.2		726.7
Commitments and contingencies
Equity
Partners' capital		1,160.2		1,159.6
Accumulated other comprehensive loss		(149.1)		(139.1)
Retained deficit		(996.3)		(1,015.6)
Total APLP Holdings Limited Partnership equity		14.8		4.9
Preferred shares issued by a subsidiary company		168.8		182.7
Total equity		183.6		187.6
Total liabilities and equity	$	871.8	$	914.3

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions of U.S. dollars)

(unaudited)

	Three Months Ended March 31,
	2020		2019
Project revenue:
Energy sales	$	40.7	$	37.0
Energy capacity revenue		28.0		30.2
Other		4.1		5.8
		72.8		73.0
Project expenses:
Fuel		19.6		20.0
Operations and maintenance		20.0		16.2
Depreciation and amortization		15.6		16.1
		55.2		52.3
Project other income (expense):
Change in fair value of derivative instruments		(5.6)		(2.4)
Equity in earnings of unconsolidated affiliates		13.7		12.9
Interest expense, net		(0.3)		(0.3)
		7.8		10.2
Project income		25.4		30.9
Administrative and other expenses:
Administration		1.2		1.4
Interest expense, net		9.1		9.1
Foreign exchange (gain) loss		(13.1)		3.2
Other expense		3.8		3.5
		1.0		17.2
Income before income taxes		24.4		13.7
Income tax expense		1.5		0.7
Net income		22.9		13.0
Net loss attributable to preferred shares of a subsidiary company		(5.8)		(6.5)
Net income attributable to APLP Holdings Limited Partnership	$	28.7	$	19.5

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

(unaudited)

	Three Months Ended March 31,
	2020		2019
Cash flows from operating activities:
Net income	$	22.9	$	13.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		15.6		16.1
Gain on purchase and cancellation of convertible debentures		—		0.6
Stock-based compensation expense		0.3		—
Distributions from unconsolidated affiliates		6.0		5.8
Equity in earnings from unconsolidated affiliates		(13.7)		(12.9)
Unrealized foreign exchange (gain) loss		(13.1)		3.2
Change in fair value of derivative instruments		5.6		2.4
Change in deferred income taxes		0.3		(0.6)
Amortization of debt discount and deferred financing costs		1.7		1.5
Non-cash lease expense		0.2		0.1
Change in other operating balances
Accounts receivable		0.4		5.0
Inventory		2.8		2.7
Prepayments and other assets		(0.3)		(0.3)
Accounts payable		(2.1)		6.0
Accruals and other liabilities		(2.4)		(1.2)
Cash flows provided by operating activities		24.2		41.4
Cash flows (used in) provided by investing activities:
Proceeds from asset sales		—		1.5
Insurance proceeds		7.4		—
Purchase of property, plant and equipment		(9.9)		(0.3)
Cash flows (used in) provided by investing activities		(2.5)		1.2
Cash flows used in financing activities:
Dividends paid to Parent		(9.3)		(14.1)
Deferred financing costs		(1.5)		—
Dividends paid on preferred shares of a subsidiary company		(1.7)		(1.8)
Repurchase of preferred shares of a subsidiary company		(6.4)		(7.7)
Cash payments for vested LTIP units withheld for taxes		(0.7)		—
Repayment of corporate and project-level debt		(21.6)		(15.8)
Cash flows used in financing activities		(41.2)		(39.4)
Net (decrease) increase in cash, restricted cash and cash equivalents		(19.5)		3.2
Cash, restricted cash and cash equivalents at beginning of period		33.8		24.5
Cash, restricted cash and cash equivalents at end of period	$	14.3	$	27.7
Supplemental cash flow information
Interest paid	$	5.6	$	5.6
Income taxes paid, net	$	0.7	$	0.8
Accruals for construction in progress	$	0.3	$	—