Nature of business | 1. Nature of business General Atlantic Power is an independent power producer that owns power generation assets in eleven states in the United States and two provinces in Canada. Our power generation projects, which are diversified by geography, fuel type, dispatch profile and offtaker, sell electricity to utilities and other large customers predominantly under long-term power purchase agreements (“PPAs”), which seek to minimize exposure to changes in commodity prices. As of March 31, 2021, our portfolio consisted of twenty-one operating projects with an aggregate electric generating capacity of approximately 1,723 megawatts (“MW”) on a gross ownership basis and approximately 1,327 MW on a net ownership basis. Sixteen of the projects are majority-owned by the Company. Atlantic Power is a corporation established under the laws of the Province of Ontario on June 18, 2004 and continued to the Province of British Columbia on July 8, 2005. Our shares trade on the Toronto Stock Exchange (“TSX”) under the symbol “ATP” and on the New York Stock Exchange (“NYSE”) under the symbol “AT.” Our registered office is located at 1066 West Hastings Street, Suite 2600, Vancouver, British Columbia V6E 3X1, Canada and our headquarters is located at 3 Allied Drive, Suite 155, Dedham, Massachusetts 02026, USA. Our telephone number in Dedham is (617) 977-2400 and the address of our website is www.atlanticpower.com. Information contained on Atlantic Power’s website or that can be accessed through its website is not incorporated into and does not constitute a part of this Quarterly Report on Form 10-Q. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website. Basis of presentation The interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with the SEC regulations for interim financial information and with the instructions to Form 10-Q. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020. Interim results are not necessarily indicative of results for the full year. In our opinion, the accompanying unaudited interim condensed consolidated financial statements present fairly our consolidated financial position as of March 31, 2021, the results of operations and comprehensive income for the three months ended March 31, 2021 and 2020, and our cash flows for the three months ended March 31, 2021 and 2020, in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation have been included. Use of estimates The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the fair value of assets acquired and liabilities assumed in purchase accounting, the useful lives and recoverability of property, plant and equipment, valuation of goodwill, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity method investments, the recoverability of deferred tax assets, tax provisions, recovery of expected insurance proceeds, the fair value of financial instruments and derivatives, pension obligations, asset retirement obligations and equity-based compensation. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates COVID-19 Pandemic There are many uncertainties regarding the ongoing coronavirus (“COVID-19”) pandemic, and we are closely monitoring the impact of COVID-19 on all aspects of our business, including how it will impact our customers, employees, suppliers, vendors and business partners. We have taken extra precautions for our employees who continue to work at our facilities and have implemented work-from-home policies where appropriate. Currently, we do not anticipate any employee layoffs and are continuing to maintain the high level of reliability and availability of our plants. We continue to implement strong physical and cybersecurity measures to ensure that our systems remain functional in order to serve our operational needs with a remote workforce and to keep our operations running to ensure uninterrupted service to our offtakers. Proposed Transaction with I Squared Capital On January 14, 2021, Atlantic Power announced that it had entered into a definitive agreement (as amended on April 1, 2021 and April 29, 2021, and as may be further amended from time to time, the “Arrangement Agreement”) , under which the Company's outstanding common shares and 6.00% Series E convertible unsecured subordinated debentures due January 31, 2025 (“Convertible Debentures”), and the outstanding preferred shares and medium term notes of certain of its subsidiaries, would be acquired (the “Transaction”). The total enterprise value of the deal is approximately $961 million and the Transaction was unanimously approved by Atlantic Power's board of directors. The parties are currently targeting May 14, 2021 as the closing date for the Transaction. In connection with the Transaction, and subject to and conditional to the closing of the Transaction: ● Holders of common shares of Atlantic Power will receive $3.03 per common share in cash. ● Atlantic Power Preferred Equity Ltd.’s (“APPEL’s”) cumulative redeemable preferred shares, Series 1, cumulative rate reset preferred shares, Series 2, and cumulative floating rate preferred shares, Series 3, will be purchased by APPEL for Cdn $22.00 per preferred share in cash. ● Atlantic Power Limited Partnership’s (“APLP’s”) 5.95% medium term notes due June 23, 2036 (the “MTNs”) will be redeemed for consideration equal to 106.071% of the principal amount of MTNs held as of the closing of the Transaction, plus accrued and unpaid interest on the MTNs up to, but excluding, the closing date of the Transaction. Holders of MTNs that have delivered a valid consent to the proposed amendments to the trust indenture governing the MTNs (as described below) prior to 5:00 p.m. (Toronto time) on March 16, 2021 will also be entitled to a consent fee equal to 0.25% of the principal amount of MTNs held by such holders in respect of which a consent was delivered, conditional on closing of the Transaction. ● Holders of Atlantic Power’s Convertible Debentures who deliver a conversion notice prior to 4:00 p.m. (Toronto time) on May 11, 2021 (the “Conversion Deadline”) will receive $3.03 per common share issuable on conversion of the Convertible Debentures in respect of which such conversion notice has been delivered (including common shares issuable on account of the Make Whole Premium (as defined in the Arrangement Agreement), plus accrued and unpaid interest up to, but excluding, the date of conversion, and all other Convertible Debentures will be defeased in accordance with the terms of the trust indenture governing the Convertible Debentures (the “Debenture Indenture”) (as described below) The Arrangement Agreement was amended on April 1, 2021 to provide for certain administrative and housekeeping amendments to the Arrangement Agreement and to, among other things, clarify the mechanics surrounding the payment of consideration payable pursuant to the Transaction. The amendments also added a step to the Arrangement to, among other things, provide for the creation of a class of non-voting preferred shares in connection with the Pre-Acquisition Reorganization (as defined in the Arrangement Agreement). The creation and issuance of any such shares will not occur until immediately prior to the effective time of the Arrangement and will only occur if the Purchasers have irrevocably waived or confirmed in writing the satisfaction of all conditions to closing in their favor and shall have confirmed in writing that they are prepared, and able, to promptly and without condition proceed to effect the Arrangement (as defined in the Arrangement Agreement). The Arrangement Agreement was further amended on April 29, 2021 to provide for mutual covenants in connection with the proposed defeasance of the Convertible Debentures (the “Defeasance”), clarify the mechanics surrounding the payment of the amounts required to effect the Defeasance, and effect a waiver of certain conditions precedent in the Arrangement Agreement relating to the approval of the Transaction by holders of the Convertible Debentures. Notwithstanding the Defeasance, any holder of Convertible Debentures who converts their Convertible Debentures during the period beginning 10 trading days (as defined in the Debenture Indenture) prior to the closing of the Transaction (“Closing”) and ending 30 calendar days following the delivery of the change of control notice under the Indenture (the “Make Whole Conversion Period”) will be entitled to receive the Make Whole Premium. Assuming that the Closing occurs on May 14, 2021 and the change of control notice is delivered on Closing as is currently anticipated, the Make Whole Conversion Period opened on April 30, 2021 and will close on June 14, 2021. In connection with the Defeasance, and if Closing occurs (i) Atlantic Power expects to de-list its Convertible Debentures from the TSX and its common shares from the TSX and the NYSE; (ii) Atlantic Power intends to apply to Canadian securities regulators to cease being a reporting issuer, or to be exempt from its reporting obligations as a Canadian reporting issuer, and also intends to file to deregister under the U.S. Securities Exchange Act of 1934; (iii) the Convertible Debentures will no longer be convertible into common shares and, if converted after the Conversion Deadline, holders will be entitled to receive a cash amount equal to Cdn $3.72 in lieu of each Common Share previously issuable on a conversion (including any common shares otherwise issuable on account of the Make Whole Premium if converted within the Make Whole Conversion Period), plus accrued and unpaid interest paid in Canadian dollars up to, but excluding, the date of conversion; and (iv) except as otherwise provided in the Debenture Indenture, any Convertible Debentures which remain outstanding following the expiry of the Make Whole Conversion Period will continue to receive interest at a rate of 6.00% per annum, payable semi-annually in arrears until, and the repayment of principal upon, the redemption of the Convertible Debentures. Following the Defeasance, the Convertible Debentures will be redeemed at par on January 31, 2023. The Transaction has received approval from the holders of common shares of the Company and the holders of preferred shares and medium term notes of certain of the Company's subsidiaries. The Transaction also has received certain required regulatory approvals, including an advance ruling certificate from the Canadian Commissioner of Competition under the Competition Act (Canada) on February 5, 2021, the expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on March 9, 2021, the approval of the Federal Energy Regulatory Commission on April 2, 2021 and the approval in April 2021 from the Federal Communications Commission (“FCC”) for the transfer of control of certain FCC licenses held by the Company or its subsidiaries. The Transaction remains subject to the satisfaction or waiver of certain remaining third-party consents and other customary closing conditions. Recently adopted and issued accounting standards Accounting standards adopted in 2021 In December 2019, the FASB issued amendments to the guidance for income taxes through ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The amendments in this update simplify the accounting for income taxes by removing certain exceptions such as: 1) the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and 4) the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Adoption of this guidance did not have a material impact on the condensed consolidated financial statements. Accounting standards not yet adopted In March 2020, the FASB issued amendments to the guidance for reference rate reform through ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting.” The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments are elective and are effective upon issuance for all entities. We |