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): April 13, 2021

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 April 13, 2021, 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, 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 years ended December 31, 2020 and 2019.
104.1	Cover Page Interactive Data File (formatted at Inline XBRL)

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: April 13, 2021	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 years ended December 31, 2020 and 2019

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars)

(unaudited)

	December 31,		December 31,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	17.3	$	26.1
Restricted cash		7.1		7.7
Accounts receivable - trade, unbilled and other		31.0		30.0
Accounts receivable - related party		32.1		34.0
Current portion of derivative instruments asset		0.4		0.7
Inventory		18.3		18.6
Insurance receivable		—		13.5
Prepayments and other current assets		7.5		5.5
Total current assets		113.7		136.1
Property, plant, and equipment, net		492.9		503.1
Equity method investments in unconsolidated affiliates		85.0		96.6
Power purchase agreements and intangible assets, net		120.3		144.3
Goodwill		21.4		21.4
Notes receivable - related party		45.1		43.5
Deferred income taxes		16.0		9.9
Other assets		0.9		2.9
Total assets	$	895.3	$	957.8
Liabilities
Current liabilities:
Accounts payable	$	5.4	$	7.8
Related party payables		39.0		29.8
Accrued interest		0.2		0.4
Other accrued liabilities		12.4		15.4
Current portion of long-term debt		95.7		76.4
Current portion of derivative instruments liability		9.5		8.8
Other current liabilities		0.6		0.8
Total current liabilities		162.8		139.4
Long-term debt, net of unamortized discount and deferred financing costs		384.1		473.5
Derivative instruments liability		8.1		15.9
Deferred income taxes		—		23.9
Power purchase and fuel supply agreement liabilities, net		18.0		19.8
Other long-term liabilities		50.1		54.2
Total liabilities		623.1		726.7
Commitments and contingencies
Equity
Partners' capital		1,194.4		1,193.3
Accumulated other comprehensive loss		(137.8)		(139.1)
Retained deficit		(953.2)		(1,005.8)
Total APLP Holdings Limited Partnership equity		103.4		48.4
Preferred shares issued by a subsidiary company		168.8		182.7
Total equity		272.2		231.1
Total liabilities and equity	$	895.3	$	957.8

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions of U.S. dollars)

(unaudited)

	Year Ended December 31,
	2020		2019
Project revenue:
Energy sales	$	137.9	$	138.0
Energy capacity revenue		113.8		125.4
Other		20.3		18.2
		272.0		281.6
Project expenses:
Fuel		70.9		72.3
Operations and maintenance		87.3		75.9
Depreciation and amortization		59.6		64.3
		217.8		212.5
Project other income (expense):
Change in fair value of derivative instruments		6.8		(8.9)
Equity in earnings (loss) of unconsolidated affiliates		42.9		(3.0)
Interest expense, net		(1.2)		(1.2)
Other income (expense), net		18.4		(8.0)
		66.9		(21.1)
Project income		121.1		48.0
Administrative and other expenses:
Administration		6.5		5.3
Interest expense, net		32.6		34.0
Foreign exchange loss		3.3		7.6
Other expense		13.6		15.1
		56.0		62.0
Income (loss) before income taxes		65.1		(14.0)
Income tax (benefit) expense		(24.2)		9.7
Net income (loss)		89.3		(23.7)
Net loss attributable to preferred shares of a subsidiary company		(0.7)		(1.2)
Net income (loss) attributable to APLP Holdings Limited Partnership	$	90.0	$	(22.5)

APLP HOLDINGS LIMITED PARTNERSHIP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

(unaudited)

	Year Ended December 31,
	2020		2019
Cash flows from operating activities:
Net income (loss)	$	89.3	$	(23.7)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		59.6		64.3
Asset retirement obligations		(2.1)		1.4
Impairment		—		5.8
Insurance (gain) loss		(0.7)		1.0
Gain of sale of assets		(0.8)		(0.1)
Stock-based compensation expense		1.4		1.5
Distributions from unconsolidated affiliates		54.2		59.5
Equity in (earnings) loss from unconsolidated affiliates		(42.9)		3.0
Unrealized foreign exchange loss		2.9		7.7
Change in fair value of derivative instruments		(6.8)		8.9
Change in deferred income taxes		(29.7)		5.0
Amortization of debt discount and deferred financing costs		4.7		6.1
Non-cash lease expense		0.7		0.5
Change in other operating balances
Accounts and notes receivable		(0.5)		6.2
Inventory		0.2		(1.8)
Prepayments and other assets		(2.0)		4.9
Accounts payable		6.0		10.9
Accruals and other liabilities		(3.1)		0.9
Cash flows provided by operating activities		130.4		162.0
Cash flows (used in) provided by investing activities:
Proceeds from asset sales		0.9		1.6
Insurance proceeds		13.5		11.3
Purchase of property, plant and equipment		(24.7)		(7.3)
Cash flows (used in) provided by investing activities		(10.3)		5.6
Cash flows used in financing activities:
Dividends paid to Parent		(37.5)		(68.5)
Deferred financing costs		(1.7)		—
Dividends paid on preferred shares of a subsidiary company		(6.8)		(7.4)
Repurchase of preferred shares of a subsidiary company		(6.4)		(8.0)
Cash payments for vested LTIP units withheld for taxes		(0.7)		(2.1)
Repayment of corporate and project-level debt		(76.4)		(72.3)
Cash flows used in financing activities		(129.5)		(158.3)
Net (decrease) increase in cash, restricted cash and cash equivalents		(9.4)		9.3
Cash, restricted cash and cash equivalents at beginning of period		33.8		24.5
Cash, restricted cash and cash equivalents at end of period	$	24.4	$	33.8
Supplemental cash flow information
Interest paid	$	32.0	$	32.3
Income taxes paid, net	$	5.3	$	2.0
Accruals for capital expenditures	$	0.1	$	0.3

XML

Document and Entity Information	Apr. 13, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Apr. 13, 2021
Entity File Number	001-34691
Entity Registrant Name	ATLANTIC POWER CORPORATION
Entity Incorporation, State or Country Code	Z4
Entity Tax Identification Number	55-0886410
Entity Address, Address Line One	3 Allied Drive
Entity Address, Adress Line Two	Suite 155
Entity Address, City or Town	Dedham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02026
City Area Code	617
Local Phone Number	977-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value, and the associated Rights to Purchase Common Shares
Trading Symbol	AT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001419242
Amendment Flag	false