v2.4.0.8

Guarantees and condensed consolidating financial information | 6 Months Ended
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Jun. 30, 2013
Guarantees and condensed consolidating financial information |
Guarantees and condensed consolidating financial information | 15. Guarantees and condensed consolidating financial information In connection with the tax equity investments in our Canadian Hills project, we have expressly indemnified the investors for certain representations and warranties made by a wholly-owned subsidiary with respect to matters which we believe are remote and improbable to occur. The expiration dates of these guarantees vary from less than one year through the indefinite termination date of the project. Our maximum undiscounted potential exposure is limited to the amount of tax equity investment less cash distributions made to the investors and any amount equal to the net federal income tax benefits arising from production tax credits. We and our subsidiaries enter into various contracts that include indemnification and guarantee provisions as a routine part of our business activities. Examples of these contracts include asset purchases and sale agreements, joint venture agreements, operation and maintenance agreements, and other types of contractual agreements with vendors and other third parties, as well as affiliates. These contracts generally indemnify the counterparty for certain tax, environmental liability, litigation and other matters, as well as breaches of representations, warranties and covenants set forth in these agreements. As of June 30, 2013 and December 31, 2012, we had $460.0 million of Senior Notes. These notes are guaranteed by certain of our wholly owned subsidiaries, or guarantor subsidiaries. These guarantees are joint and several. Unless otherwise noted below, each of the following 100% owned guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of June 30, 2013: Atlantic Power Limited Partnership, Atlantic Power GP Inc., Atlantic Power (US) GP, Atlantic Oklahoma Wind LLC, Atlantic Power Corporation, Atlantic Power Generation, Inc., Atlantic Power Transmission, Inc., Atlantic Power Holdings, Inc,. Atlantic Power Services Canada GP Inc., Atlantic Power Services Canada LP, Atlantic Power Services, LLC, Atlantic Rockland Holdings, LLC, Teton Power Funding, LLC, Harbor Capital Holdings, LLC, Epsilon Power Funding, LLC, Atlantic Cadillac Holdings, LLC, Atlantic Idaho Wind Holdings, LLC, Atlantic Idaho Wind C, LLC, Baker Lake Hydro, LLC, Olympia Hydro, LLC, Teton East Coast Generation, LLC, Atlantic Renewables Holdings, LLC, Orlando Power Generation I, LLC, Orlando Power Generation II, LLC, Atlantic Piedmont Holdings LLC, Teton Selkirk, LLC, Teton Operating Services, LLC, Atlantic Ridgeline Holdings, LLC, Ridgeline Energy Holdings, Inc., Ridgeline Energy LLC, Pah Rah Holding Company LLC, Lewis Ranch Wind Project LLC, Hurricane Wind LLC, Ridgeline Power Services LLC, Ridgeline Eastern Energy LLC, Ridgeline Alternative Energy LLC, Frontier Solar LLC, Ridgeline Energy Solar LLC, Pah Rah Project Company LLC, Monticello Hills Wind LLC, Dry Lots Wind LLC, Smokey Avenue Wind LLC, Saunders Bros. Transportation Corporation, Bruce Hill Wind LLC, South Mountain Wind LLC, Great Basin Solar Ranch LLC, Goshen Wind Holdings LLC, Meadow Creek Holdings LLC, Ridgeline Holdings Junior Inc., Rockland Wind Ridgeline Holdings LLC and Meadow Creek Intermediate Holdings LLC. The following condensed consolidating financial information presents the financial information of Atlantic Power, the guarantor subsidiaries, and Curtis Palmer, LLC ("Curtis Palmer") (our non-guarantor subsidiary) in accordance with Rule 3-10 under the SEC's Regulation S-X. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or Curtis Palmer operated as independent entities. In this presentation, Atlantic Power consists of parent company operations. Guarantor subsidiaries of Atlantic Power are reported on a combined basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis. ATLANTIC POWER CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2013 (in millions of U.S. dollars) (Unaudited)
|  | Guarantor Subsidiaries |  | Curtis Palmer |  | Atlantic Power |  | Eliminations |  | Consolidated Balance |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 195.6 |  | $ | — |  | $ | — |  | $ | — |  | $ | 195.6 |
Restricted cash |  |  | 40.1 |  |  | — |  |  | — |  |  | — |  |  | 40.1 |
Accounts receivable |  |  | 151.9 |  |  | 23.9 |  |  | 3.0 |  |  | (107.4 | ) |  | 71.4 |
Prepayments, supplies, and other current assets |  |  | 36.9 |  |  | 1.2 |  |  | 1.4 |  |  | (1.0 | ) |  | 38.5 |
Total current assets |  |  | 424.5 |  |  | 25.1 |  |  | 4.4 |  |  | (108.4 | ) |  | 345.6 |
Property, plant, and equipment, net |  |  | 1,761.1 |  |  | 172.5 |  |  | — |  |  | (1.3 | ) |  | 1,932.3 |
Equity investments in unconsolidated affiliates |  |  | 3,706.5 |  |  | — |  |  | 973.9 |  |  | (4,270.0 | ) |  | 410.4 |
Other intangible assets, net |  |  | 331.3 |  |  | 152.3 |  |  | — |  |  | — |  |  | 483.6 |
Goodwill |  |  | 273.0 |  |  | 58.2 |  |  | — |  |  | — |  |  | 331.2 |
Other assets |  |  | 521.4 |  |  | — |  |  | 437.1 |  |  | (894.2 | ) |  | 64.3 |
Total assets |  | $ | 7,017.8 |  | $ | 408.1 |  | $ | 1,415.4 |  | $ | (5,273.9 | ) | $ | 3,567.4 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  | $ | 97.5 |  | $ | 18.5 |  | $ | 68.7 |  | $ | (107.4 | ) | $ | 77.3 |
Revolving credit facility |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Current portion of long-term debt |  |  | 65.7 |  |  | — |  |  | — |  |  | — |  |  | 65.7 |
Liabilities from discontinued operations |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Other current liabilities |  |  | 36.3 |  |  | — |  |  | 3.8 |  |  | (1.0 | ) |  | 39.1 |
Total current liabilities |  |  | 199.5 |  |  | 18.5 |  |  | 72.5 |  |  | (108.4 | ) |  | 182.1 |
Long-term debt |  |  | 812.0 |  |  | 190.0 |  |  | 460.0 |  |  | — |  |  | 1,462.0 |
Convertible debentures |  |  | (0.1 | ) |  | — |  |  | 408.4 |  |  | — |  |  | 408.3 |
Other non-current liabilities |  |  | 1,184.5 |  |  | 8.5 |  |  | 0.5 |  |  | (844.6 | ) |  | 348.9 |
Total liabilities |  |  | 2,195.9 |  |  | 217.0 |  |  | 941.4 |  |  | (953.0 | ) |  | 2,401.3 |
Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common shares |  |  | 4,302.9 |  |  | 191.1 |  |  | 1,285.3 |  |  | (4,493.9 | ) |  | 1,285.4 |
Preferred shares issued by a subsidiary company |  |  | 248.2 |  |  | — |  |  | — |  |  | (26.9 | ) |  | 221.3 |
Accumulated other comprehensive income (loss) |  |  | (19.5 | ) |  | — |  |  |  |  |  | — |  |  | (19.5 | )
Retained deficit |  |  | 14.1 |  |  | — |  |  | (811.3 | ) |  | 199.9 |  |  | (597.3 | )
Total Atlantic Power Corporation shareholders' equity |  |  | 4,545.7 |  |  | 191.1 |  |  | 474.0 |  |  | (4,320.9 | ) |  | 889.9 |
Noncontrolling interest |  |  | 276.2 |  |  | — |  |  | — |  |  | — |  |  | 276.2 |
Total equity |  |  | 4,821.9 |  |  | 191.1 |  |  | 474.0 |  |  | (4,320.9 | ) |  | 1,166.1 |
Total liabilities and equity |  | $ | 7,017.8 |  | $ | 408.1 |  | $ | 1,415.4 |  | $ | (5,273.9 | ) | $ | 3,567.4 |
ATLANTIC POWER CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three months ended June 30, 2013 (in millions of U.S. dollars)
|  | Guarantor Subsidiaries |  | Curtis Palmer |  | Atlantic Power |  | Eliminations |  | Consolidated Balance |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Project revenue: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total project revenue |  | $ | 128.3 |  | $ | 10.8 |  | $ | — |  | $ | (0.1 | ) | $ | 139.0 |
Project expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fuel |  |  | 52.0 |  |  | — |  |  | — |  |  | — |  |  | 52.0 |
Project operations and maintenance |  |  | 47.6 |  |  | (0.7 | ) |  | 0.2 |  |  | (0.2 | ) |  | 46.9 |
Development |  |  | 1.8 |  |  | — |  |  | — |  |  | — |  |  | 1.8 |
Depreciation and amortization |  |  | 38.3 |  |  | 3.9 |  |  | — |  |  | — |  |  | 42.2 |
|  |  | 139.7 |  |  | 3.2 |  |  | 0.2 |  |  | (0.2 | ) |  | 142.9 |
Project other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative instruments |  |  | 24.3 |  |  | — |  |  | — |  |  | — |  |  | 24.3 |
Equity in earnings of unconsolidated affiliates |  |  | 8.7 |  |  | — |  |  | — |  |  | — |  |  | 8.7 |
Interest expense, net |  |  | (5.9 | ) |  | (2.8 | ) |  | — |  |  | — |  |  | (8.7 | )
Other |  |  | (5.1 | ) |  | — |  |  | 0.3 |  |  | — |  |  | (4.8 | )
|  |  | 22.0 |  |  | (2.8 | ) |  | 0.3 |  |  | — |  |  | 19.5 |
Project income |  |  | 10.6 |  |  | 4.8 |  |  | 0.1 |  |  | 0.1 |  |  | 15.6 |
Administrative and other expenses (income): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Administration expense |  |  | 5.8 |  |  | — |  |  | 6.0 |  |  | — |  |  | 11.8 |
Interest, net |  |  | 18.9 |  |  | — |  |  | 6.4 |  |  | — |  |  | 25.3 |
Foreign exchange gain |  |  | (5.5 | ) |  | — |  |  | (9.0 | ) |  | — |  |  | (14.5 | )
Other income |  |  | (9.5 | ) |  | — |  |  | — |  |  | — |  |  | (9.5 | )
|  |  | 9.7 |  |  | — |  |  | 3.4 |  |  | — |  |  | 13.1 |
Income (loss) from continuing operations before income taxes |  |  | 0.9 |  |  | 4.8 |  |  | (3.3 | ) |  | 0.1 |  |  | 2.5 |
Income tax expense |  |  | 0.6 |  |  | — |  |  | — |  |  | — |  |  | 0.6 |
Net income (loss) from continuing operations |  |  | 0.3 |  |  | 4.8 |  |  | (3.3 | ) |  | 0.1 |  |  | 1.9 |
Net loss from discontinued operations |  |  | (0.7 | ) |  | — |  |  | — |  |  | — |  |  | (0.7 | )
Net income (loss) |  |  | (0.4 | ) |  | 4.8 |  |  | (3.3 | ) |  | 0.1 |  |  | 1.2 |
Net income attributable to noncontrolling interest |  |  | 1.1 |  |  | — |  |  | — |  |  | 3.1 |  |  | 4.2 |
Net income (loss) attributable to Atlantic Power Corporation |  | $ | (1.5 | ) | $ | 4.8 |  | $ | (3.3 | ) | $ | (3.0 | ) | $ | (3.0 | )
ATLANTIC POWER CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six months ended June 30, 2013 (in millions of U.S. dollars)
|  | Guarantor Subsidiaries |  | Curtis Palmer |  | Atlantic Power |  | Eliminations |  | Consolidated Balance |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Project revenue: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total project revenue |  | $ | 259.9 |  | $ | 19.6 |  | $ | — |  | $ | (0.3 | ) | $ | 279.2 |
Project expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fuel |  |  | 101.6 |  |  | — |  |  | — |  |  | — |  |  | 101.6 |
Project operations and maintenance |  |  | 74.1 |  |  | 0.9 |  |  | 0.5 |  |  | (0.3 | ) |  | 75.2 |
Development |  |  | 3.5 |  |  | — |  |  | — |  |  | — |  |  | 3.5 |
Depreciation and amortization |  |  | 75.8 |  |  | 7.7 |  |  | — |  |  | — |  |  | 83.5 |
|  |  | 255.0 |  |  | 8.6 |  |  | 0.5 |  |  | (0.3 | ) |  | 263.8 |
Project other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative instruments |  |  | 36.9 |  |  | — |  |  | — |  |  | — |  |  | 36.9 |
Equity in earnings of unconsolidated affiliates |  |  | 15.9 |  |  | — |  |  | — |  |  | — |  |  | 15.9 |
Interest expense, net |  |  | (11.1 | ) |  | (5.6 | ) |  | — |  |  | — |  |  | (16.7 | )
Other |  |  | (5.1 | ) |  | — |  |  | 0.3 |  |  | — |  |  | (4.8 | )
|  |  | 36.6 |  |  | (5.6 | ) |  | 0.3 |  |  | — |  |  | 31.3 |
Project income (loss) |  |  | 41.5 |  |  | 5.4 |  |  | (0.2 | ) |  | — |  |  | 46.7 |
Administrative and other expenses (income): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Administration expense |  |  | 10.4 |  |  | — |  |  | 9.7 |  |  | — |  |  | 20.1 |
Interest, net |  |  | 38.2 |  |  | — |  |  | 13.0 |  |  | — |  |  | 51.2 |
Foreign exchange gain |  |  | (8.0 | ) |  | — |  |  | (14.0 | ) |  | — |  |  | (22.0 | )
Other income |  |  | (9.5 | ) |  | — |  |  | — |  |  | — |  |  | (9.5 | )
|  |  | 31.1 |  |  | — |  |  | 8.7 |  |  | — |  |  | 39.8 |
Income (loss) from continuing operations before income taxes |  |  | 10.4 |  |  | 5.4 |  |  | (8.9 | ) |  | — |  |  | 6.9 |
Income tax benefit |  |  | (1.9 | ) |  | — |  |  | — |  |  | — |  |  | (1.9 | )
Net income (loss) from continuing operations |  |  | 12.3 |  |  | 5.4 |  |  | (8.9 | ) |  | — |  |  | 8.8 |
Net income from discontinued operations |  |  | 0.2 |  |  | — |  |  | — |  |  | — |  |  | 0.2 |
Net income (loss) |  |  | 12.5 |  |  | 5.4 |  |  | (8.9 | ) |  | — |  |  | 9.0 |
Net income (loss) attributable to noncontrolling interest |  |  | (0.8 | ) |  | — |  |  | — |  |  | 6.3 |  |  | 5.5 |
Net income (loss) attributable to Atlantic Power Corporation |  | $ | 13.3 |  | $ | 5.4 |  | $ | (8.9 | ) | $ | (6.3 | ) | $ | 3.5 |
ATLANTIC POWER CORPORATION CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME Three and six months ended June 30, 2013 (in millions of U.S. dollars)
|  | Guarantor Subsidiaries |  | Curtis Palmer |  | Atlantic Power |  | Eliminations |  | Consolidated Balance |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Net income (loss) |  | $ | (0.4 | ) | $ | 4.8 |  | $ | (3.3 | ) | $ | 0.1 |  | $ | 1.2 |
Other comprehensive income (loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unrealized gain on hedging activities |  |  | 0.6 |  |  | — |  |  | — |  |  | — |  |  | 0.6 |
Net amount reclassified to earnings |  |  | 0.1 |  |  | — |  |  | — |  |  | — |  |  | 0.1 |
Net unrealized gain on derivatives |  |  | 0.7 |  |  | — |  |  | — |  |  | — |  |  | 0.7 |
Foreign currency translation adjustments |  |  | (18.0 | ) |  | — |  |  | — |  |  | — |  |  | (18.0 | )
Other comprehensive loss, net of tax |  |  | (17.3 | ) |  | — |  |  | — |  |  | — |  |  | (17.3 | )
Comprehensive income (loss) |  |  | (17.7 | ) |  | 4.8 |  |  | (3.3 | ) |  | 0.1 |  |  | (16.1 | )
Less: Comprehensive income attributable to noncontrolling interest |  |  | 4.2 |  |  | — |  |  | — |  |  | — |  |  | 4.2 |
Comprehensive income (loss) attributable to Atlantic Power Corporation |  | $ | (21.9 | ) | $ | 4.8 |  | $ | (3.3 | ) | $ | 0.1 |  | $ | (20.3 | )
|  | Guarantor Subsidiaries |  | Curtis Palmer |  | Atlantic Power |  | Eliminations |  | Consolidated Balance |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Net income (loss) |  | $ | 12.5 |  | $ | 5.4 |  | $ | (8.9 | ) | $ | — |  | $ | 9.0 |
Other comprehensive income (loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unrealized gain on hedging activities |  |  | 0.6 |  |  | — |  |  | — |  |  | — |  |  | 0.6 |
Net amount reclassified to earnings |  |  | 0.4 |  |  | — |  |  | — |  |  | — |  |  | 0.4 |
Net unrealized gain on derivatives |  |  | 1.0 |  |  | — |  |  | — |  |  | — |  |  | 1.0 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |
Foreign currency translation adjustments |  |  | (30.1 | ) |  | — |  |  | — |  |  | — |  |  | (30.1 | )
Other comprehensive loss, net of tax |  |  | (29.1 | ) |  | — |  |  | — |  |  | — |  |  | (29.1 | )
Comprehensive income (loss) |  |  | (16.6 | ) |  | 5.4 |  |  | (8.9 | ) |  | — |  |  | (20.1 | )
Less: Comprehensive income attributable to noncontrolling interest |  |  | 5.5 |  |  | — |  |  | — |  |  | — |  |  | 5.5 |
Comprehensive income (loss) attributable to Atlantic Power Corporation |  | $ | (22.1 | ) | $ | 5.4 |  | $ | (8.9 | ) | $ | — |  | $ | (25.6 | )
ATLANTIC POWER CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six months ended June 30, 2013 (in millions of U.S. dollars)
|  | Guarantor Subsidiaries |  | Curtis Palmer |  | Atlantic Power |  | Eliminations |  | Consolidated Balance |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Net cash provided by operating activities |  | $ | 45.6 |  | $ | 1.4 |  | $ | 49.9 |  | $ | — |  | $ | 96.9 |
Cash flows provided by (used in) investing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Proceeds from treasury grant |  |  | 53.7 |  |  | — |  |  | — |  |  | — |  |  | 53.7 |
Proceeds from sale of assets |  |  | 148.3 |  |  | — |  |  |  |  |  | — |  |  | 148.3 |
Cash (paid) received from equity investment |  |  | 5.5 |  |  | — |  |  | (5.5 | ) |  | — |  |  | — |
Change in restricted cash |  |  | (19.4 | ) |  | — |  |  | — |  |  | — |  |  | (19.4 | )
Biomass development costs |  |  | (0.1 | ) |  | — |  |  | — |  |  | — |  |  | (0.1 | )
Construction in progress |  |  | (26.2 | ) |  | — |  |  | — |  |  | — |  |  | (26.2 | )
Purchase of property, plant and equipment |  |  | (3.6 | ) |  | (1.4 | ) |  | — |  |  | — |  |  | (5.0 | )
Net cash provided by (used in) investing activities |  |  | 158.2 |  |  | (1.4 | ) |  | (5.5 | ) |  | — |  |  | 151.3 |
Cash flows provided by (used in) financing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Offering costs related to tax equity |  |  | (1.0 | ) |  | — |  |  | — |  |  | — |  |  | (1.0 | )
Repayment of project-level debt |  |  | (64.2 | ) |  | — |  |  | — |  |  | — |  |  | (64.2 | )
Proceeds from project-level debt |  |  | 20.8 |  |  | — |  |  | — |  |  | — |  |  | 20.8 |
Payments for revolving credit facility borrowings |  |  | (47.0 | ) |  | — |  |  | (20.0 | ) |  | — |  |  | (67.0 | )
Equity investment from noncontrolling interest |  |  | 42.7 |  |  | — |  |  | 1.9 |  |  | — |  |  | 44.6 |
Dividends paid |  |  | (9.3 | ) |  | — |  |  | (43.2 | ) |  | — |  |  | (52.5 | )
Net cash provided by (used in) financing activities |  |  | (58.0 | ) |  | — |  |  | (61.3 | ) |  | — |  |  | (119.3 | )
Net increase (decrease) in cash and cash equivalents |  |  | 145.8 |  |  | — |  |  | (16.9 | ) |  | — |  |  | 128.9 |
Cash and cash equivalents at beginning of period |  |  | 49.8 |  |  | — |  |  | 16.9 |  |  | — |  |  | 66.7 |
Cash and cash equivalents at end of period |  | $ | 195.6 |  | $ | — |  | $ | — |  | $ | — |  | $ | 195.6 |

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