Exhibit 99.1
ATLANTIC POWER UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On January 30, 2013, Atlantic Power Corporation (the “Company”) and certain of its subsidiaries entered into a definitive agreement with Quantum Utility Generation, LLC and certain of its affiliates to sell the Company’s interests in three Florida projects (the “Florida Project Sale”), Auburndale Power Partners Limited Partnership (“Auburndale”), Lake Cogen, Ltd. (“Lake”), and Pasco Cogen, Ltd. On April 12, 2013, the Company completed the Florida Project Sale for a purchase price, including working capital adjustments, of approximately $140 million. After repayment of project-level debt at Auburndale and settlement of all outstanding natural gas swap agreements at Lake and Auburndale, net cash proceeds to the Company from the Florida Project Sale were approximately $117 million. This includes approximately $92 million received at closing and cash distributions from the projects of approximately $25 million received since January 1, 2013. The Company expects to use the net proceeds from the Florida Project Sale to fully repay the Company’s senior credit facility, which has an outstanding balance of approximately $64 million, and the remainder will be held for general corporate purposes, including future accretive growth opportunities.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2012 set forth below is presented as if the Florida Project Sale and the application of the proceeds therefrom had occurred on December 31, 2012. The unaudited pro forma condensed consolidated statements of operations for the fiscal year ended December 31, 2012 is presented as if the Florida Project Sale and the application of the proceeds therefrom had occurred on January 1, 2012, the first day of the 2012 fiscal year, and does not assume interest income on the cash proceeds.
The unaudited pro forma condensed consolidated financial statements as of December 31, 2012 and for the year ended December 31, 2012 presented are based on the historical audited statements of the Company contained in the Annual Report on Form 10-K for the year ended December 31, 2012.
ATLANTIC POWER UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ATLANTIC POWER CORPORATION
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
As of December 31, 2012
(in thousands)
| | As | | Pro Forma | | | |
| | reported | | adjustments | | Pro Forma | |
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 60,191 | | $ | 47,869 | (a) | $ | 108,060 | |
Restricted cash | | 28,618 | | — | | 28,618 | |
Accounts receivable | | 58,531 | | — | | 58,531 | |
Current portion of derivative instruments asset | | 9,456 | | — | | 9,456 | |
Prepayments, supplies, and other current assets | | 53,534 | | — | | 53,534 | |
Asset held for sale | | 351,379 | | (157,867 | )(b) | 193,512 | |
Total current assets | | 561,709 | | (109,998 | ) | 451,711 | |
| | | | | | | |
Property, plant, and equipment, net | | 2,055,510 | | — | | 2,055,510 | |
Equity investments in unconsolidated affiliates | | 428,690 | | — | | 428,690 | |
Other intangible assets, net | | 524,883 | | — | | 524,883 | |
Goodwill | | 334,668 | | — | | 334,668 | |
Derivative instruments asset | | 11,115 | | — | | 11,115 | |
Other long-term assets | | 86,077 | | — | | 86,077 | |
Total assets | | $ | 4,002,652 | | $ | (109,998 | ) | $ | 3,892,654 | |
| | | | | | | |
Liabilities | | | | | | | |
Current Liabilities: | | | | | | | |
Accounts payable and accrued liabilities | | $ | 110,424 | | $ | (282 | )(c) | $ | 110,142 | |
Current portion of short-term and long-term debt | | 188,203 | | (67,000 | )(d) | 121,203 | |
Current portion of derivative instruments liability | | 33,038 | | — | | 33,038 | |
Other current liabilities | | 3,264 | | — | | 3,264 | |
Dividends payable | | 11,505 | | — | | 11,505 | |
Liabilities held for sale | | 189,038 | | (39,599 | )(b) | 149,439 | |
Total current liabilities | | 535,472 | | (106,881 | ) | 428,591 | |
| | | | | | | |
Long-term debt | | 1,459,138 | | — | | 1,459,138 | |
Convertible debentures | | 424,246 | | — | | 424,246 | |
Derivative instruments liability | | 118,070 | | — | | 118,070 | |
Other non-current liabilities | | 279,401 | | — | | 279,401 | |
| | | | | | | |
Equity | | | | | | | |
Common shares | | 1,285,487 | | — | | 1,285,487 | |
Preferred shares | | 221,304 | | — | | 221,304 | |
Accumulated other comprehensive loss | | 9,383 | | — | | 9,383 | |
Retained deficit | | (565,229 | ) | (3,117 | )(c), (e) | (568,346 | ) |
Total shareholders’ equity | | 950,945 | | (3,117 | ) | 947,828 | |
Noncontrolling interest | | 235,380 | | — | | 235,380 | |
Total equity | | 1,186,325 | | (3,117 | ) | 1,183,208 | |
Total liabilities and equity | | $ | 4,002,652 | | $ | (109,998 | ) | $ | 3,892,654 | |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements, which are an integral part of these statements.
ATLANTIC POWER CORPORATION
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2012
(in thousands, except per share data)
| | As
reported | | Pro Forma
adjustments | | Pro Forma | |
Project revenue: | | $ | 440,377 | | $ | — | | $ | 440,377 | |
Project expenses: | | | | | | | |
Fuel | | 169,093 | | — | | 169,093 | |
Operations and maintenance | | 124,759 | | — | | 124,759 | |
Depreciation and amortization | | 118,031 | | — | | 118,031 | |
| | 411,883 | | — | | 411,883 | |
Project other income (expense): | | | | | | | |
Change in fair value of derivative instruments | | (59,272 | ) | — | | (59,272 | ) |
Equity in earnings of unconsolidated affiliates | | 15,824 | | — | | 15,824 | |
Interest expense, net | | (16,438 | ) | — | | (16,438 | ) |
Other expense, net | | (516 | ) | (3,399 | )(e) | (3,915 | ) |
| | (60,402 | ) | (3,399 | ) | (63,801 | ) |
Project loss | | (31,908 | ) | (3,399 | ) | (35,307 | ) |
| | | | | | | |
Administrative and other expenses (income): | | | | | | | |
Administration | | 28,267 | | (282 | )(c) | 27,985 | |
Interest expense, net | | 89,868 | | — | | 89,868 | |
Other income, net | | (5,728 | ) | — | | (5,728 | ) |
Foreign exchange loss (gain) | | 547 | | — | | 547 | |
| | 112,954 | | (282 | ) | 112,672 | |
Loss from operations before income taxes | | (144,862 | ) | (3,117 | ) | (147,979 | ) |
Income tax benefit | | (28,083 | ) | — | | (28,083 | ) |
Loss from continuing operations | | (116,779 | ) | (3,117 | ) | (119,896 | ) |
Income (loss) from discontinued operations, net of taxes | | 16,459 | | (13,606 | )(b) | 2,853 | |
Net loss | | (100,320 | ) | (16,723 | ) | (117,043 | ) |
Net loss attributable to noncontrolling interest | | (593 | ) | — | | (593 | ) |
Net income attributable to preferred shares dividend | | 13,049 | | — | | 13,049 | |
Net loss attributable to Atlantic Power Corporation | | $ | (112,776 | ) | $ | (16,723 | ) | $ | (129,499 | ) |
| | | | | | | |
Basic earnings (loss) per share: | | | | | | | |
Loss from continuing operations | | $ | (1.11 | ) | $ | (0.02 | ) | $ | (1.13 | ) |
Income (loss) from discontinuing operations, net of tax | | 0.14 | | (0.12 | ) | 0.02 | |
Net loss attributable to Atlantic Power Corporation | | $ | (0.97 | ) | $ | (0.14 | ) | $ | (1.11 | ) |
Diluted earnings (loss) per share: | | | | | | | |
Loss from continuing operations | | $ | (1.11 | ) | $ | (0.02 | ) | $ | (1.13 | ) |
Income (loss) from discontinuing operations, net of tax | | 0.14 | | (0.12 | ) | 0.02 | |
Net loss attributable to Atlantic Power Corporation | | $ | (0.97 | ) | $ | (0.14 | ) | $ | (1.11 | ) |
Weighted average number of common shares outstanding: | | | | | | | |
Basic | | 116,426 | | 116,426 | | 116,426 | |
Diluted | | 116,426 | | 116,426 | | 116,426 | |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements, which are an integral part of these statements.
ATLANTIC POWER CORPORATION
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The unaudited pro forma condensed consolidated financial statements as of December 31, 2012 and for the year ended December 31, 2012 presented are based on the historical audited statements of the Company contained in its Annual Report on Form 10-K for the year ended December 31, 2012 after giving effect to the sale of the Company’s interests in three Florida projects, Auburndale, Lake, and Pasco, completed on April 12, 2013, and using the assumptions and adjustments described below.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2012 is presented as if the Florida Project Sale had occurred on December 31, 2012.
The unaudited pro forma condensed consolidated statements of operations for the fiscal year ended December 31, 2012 is presented as if the Florida Project Sale had occurred on January 1, 2012, the first day of the 2012 fiscal year, and does not assume interest income on the cash proceeds.
The unaudited pro forma condensed consolidated financial statements are based upon available information and assumptions that the Company believes are reasonable under the circumstances and are prepared to illustrate the estimated effects of the Florida Project Sale. You should read this information in conjunction with the Company’s audited historical consolidated financial statements as of December 31, 2012 and for each of the years in the three-year period ended December 31, 2012, included in the Company’s annual report on Form 10-K for the year ended December 31, 2012.
The unaudited pro forma condensed consolidated financial statements have been provided for informational purposes only and are not necessarily indicative of the financial position or results of operations that would have been achieved had the Florida Project Sale occurred as of the dates noted above, nor are they necessarily indicative of the Company’s future operating results or financial position.
Note 2. Pro Forma Adjustments to Financial Statements
The following pro forma adjustments are included in the unaudited pro forma condensed consolidated balance sheet and statement of operations:
(a) To record the net proceeds received from the Florida Project Sale of $48.0 million after payment on the senior credit facility.
(b) To eliminate the book value of the assets and liabilities sold in the Florida Project Sale, assuming the Florida Project Sale had been consummated on December 31, 2012. To eliminate the income from the discontinued operations sold in the Florida Project Sale, assuming the Florida Project Sale had been consummated on January 1, 2012.
(c) To eliminate the estimated third-party advisory and legal costs of approximately $0.3 million, which are directly attributable to the Florida Project Sale, but are not expected to have a continuing impact on the Company’s results of operations.
(d) To record the pay down of the outstanding balance on the Company’s senior credit facility of $67.0 million as of December 31, 2012.
(e) To record the estimated pro forma loss on the Florida Project Sale. The actual loss on the Florida Project Sale is subject to adjustments.
