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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):  November 11, 2011

 

ATLANTIC POWER CORPORATION

(Exact name of registrant as specified in its charter)

 

 

British Columbia, Canada

 

55-0886410

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

200 Clarendon Street, Floor 25

 

 

Boston, MA

 

02116

(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 2.02.               Results of Operations and Financial Condition.

 

On November 11, 2011, Atlantic Power Corporation (the “Company”) issued a press release reporting its operating results and other information for the three and nine months ended September 30, 2011.  A copy of the Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference.

 

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as otherwise stated in that filing.

 

Item 9.01.               Financial Statements and Exhibits

 

(d)  Exhibits

 

 

Exhibit

 

 

Number

 

Description

99.1

 

Press Release of Atlantic Power Corporation, dated November 11, 2011.

 

2

 

 

 

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 11, 2011

By:

/s/ Barry E. Welch

 

 

Name:

Barry E. Welch

 

 

Title:

President and Chief Executive Officer

 

3

 

 

 

EXHIBIT INDEX

 

 

Exhibit

 

 

Number

 

Description

99.1

 

Press Release of Atlantic Power Corporation, dated November 11, 2011.

 

4

 

 

Exhibit 99.1

 

 

Atlantic Power Corporation Releases Third Quarter 2011 Results

 

BOSTON, MASSACHUSETTS — November 11, 2011 /PRNewswire/ — Atlantic Power Corporation (NYSE: AT) (TSX: ATP) (“Atlantic Power” or the “Company”) today announced its results for the three and nine months ended September 30, 2011.  All amounts are in U.S. dollars unless otherwise indicated.  Please see “Regulation G Disclosures” attached to this news release for an explanation and US GAAP reconciliation of the terms “EBITDA,” “Project Adjusted EBITDA” and “Cash Available for Distribution” as used in this news release.

 

Highlights

 

·                   Closed acquisition of Capital Power Income L.P. (“CPILP”) on November 5, 2011

·                   Financial results in line with expectations

·                   Maintaining 2011 project cash flow and payout ratio guidance

 

“We are pleased that the results for the quarter met our expectations and are in line with our guidance for the year,” commented Barry Welch, President and CEO.  “With the successful close of the CPILP acquisition behind us, we are focusing on the critical task of fully integrating CPILP’s people and assets into our organization.  First and foremost, we are dedicated to finding a permanent CFO to join our management team.  We have met with several great candidates, and hope to have an announcement on that front soon.”

 

Operating Performance

 

Project Adjusted EBITDA, including earnings from equity investments, decreased by $0.5 million to $41.0 million for the quarter ended September 30, 2011 compared to $41.5 million for the same period last year.  The primary drivers behind the decrease were:

 

·                   decreased earnings at Chambers due to an increase in operations and maintenance costs in connection with a forced outage in July 2011;

·                   decreased earnings at Lake attributable to the plant running favorable off-peak dispatch during the third quarter of 2010; and

·                   decreased earnings at Badger Creek due to lower capacity payments under the new one year interim power purchase agreement beginning in April 2011.

 

These decreases were partially offset by:

 

·                   contributions from the Cadillac Renewable facility, which was acquired in December 2010; and

·                   contributions from Idaho Wind, which became operational in the first quarter of 2011.

 

Project Adjusted EBITDA, including earnings from equity investments, increased by $1.0 million to $119.8 million for the nine months ended September 30, 2011 compared to $118.8 million for the same period last year.  The increase in EBITDA was attributable to the following factors:

 

·                   contributions from the Cadillac Renewable facility, which was acquired in December 2010; and

·                   contributions from Idaho Wind,


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