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Executives

Barry Edward Welch – President, Chief Executive Officer & Director

Paul Howard Rapisarda – Executive Vice President-Commercial Development

Analysts

Nelson Ng – RBC Dominion Securities, Inc.

Ian Tharp – CIBC World Markets, Inc.

Jeremy Rosenfield – Desjardins Securities

Eric Wu – Fertilemind Capital

Matthew Akman – Scotia Capital Markets

Atlantic Power Corporation (AT) Q2 2012 Earnings Call August 8, 2012 1:00 PM ET

Operator

Good afternoon, and welcome to the Atlantic Power Corporation Q2 2012 Earnings Conference Call. All participants will be in listen-only mode. (Operator Instructions) Please note this event is being recorded.

I would now like to turn the conference over to Barry Welch. Please go ahead, sir.

Barry Edward Welch

Welcome and thank you for joining us this afternoon. Our results for the three and six months ended June 30, 2012 were issued by press release earlier this morning and are available on our website and on EDGAR and SEDAR. Financial figures I’ll be giving are stated in U.S. dollars unless otherwise noted.

Joining me on today’s call is Paul Rapisarda, our Executive Vice President of Commercial Development, and Lisa Donahue, our Interim Chief Financial Officer. As you may have seen during the quarter, we announced the appointment of Terry Ronan as our new CFO. Terry will be joining our team starting August 20, and will be on our next earnings call. To assist with the transition, Lisa will continue to be available as a consultant to the company, and I’d like to take the opportunity to thank Lisa for her many contributions to Atlantic Power during her time with us.

Before we begin, let me remind everyone that this conference call may contain forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that are more fully described in our various securities filings.

Now let me discuss our results for the three and six months ending June 30, 2012. Project Adjusted EBITDA, including earnings from equity investments increased by $29.9 million or 70%, to $72.8 million for the second quarter, compared to $42.9 million for the same period in 2011.

For the six months ended June 30, Project Adjusted EBITDA, including earnings from equity investments increased by $86.8 million or 110% to $165.6 million compared to $78.8 million for the same period in 2011. The increase in Project Adjusted EBITDA for both the three and six month periods is primarily due to the contributions from the 18 projects added to our portfolio when we acquired the Partnership in the fourth quarter of 2011.

Cash Available for Distribution increased by $38.2 million for the six months ended June 30 compared to the same period for 2011. Payout ratio for that period was 89%, compared to 111% for the same period last year. Our payout ratio was positively impacted by several non-recurring items, a temporary increase in working capital associated with the Ontario plants, a one-time realized gain from reducing the company’s combined foreign currency forward positions as a result of the Partnership acquisition, and the management termination fee related to the sale of our 14.3% interest in Primary Energy Recycling Holdings in Q2. As we previously mentioned, due to the timing of working capital adjustments and corporate level interest payments, our payout ratio will fluctuate from quarter-to-quarter.

Based on actual performance to-date and projections for the remainder of the year, we continue to expect distributions from our projects in the range of $250 million to $265 million for the full year 2012. We also reaffirm our 2012 payout ratio guidance range of 90% to 97%, subject to financial performance of the projects.

On July 5, we closed our concurrent public offerings of common shares and convertible debentures or converts for net proceeds of approximately $192.5 million, which is being used to fund our equity contribution in the Canadian Hills Wind project. The mix of debt and equity gives us an attractive weighted cost of capital with respect to accretion on the acquisition.

The other benefit is that while the converts were sold in Canada, they were issued in U.S. dollars. This reduces our need for hedging against foreign exchange rate fluctuations as interest will be paid in U.S. dollars from our still predominantly U.S. dollar cash flows. By the end of the second quarter, we had drawn approximately $239 million on our construction loan for Canadian Hills, which we anticipate will be repaid by tax equity investors once the construction is completed and the project commences commercial operation.

In addition to successfully managing the ongoing construction of our Piedmont biomass and Canadian Hills Wind projects, we are continuing to rationalize non-core assets in order to efficiently focus our resources on supporting our portfolio of core assets. Both the sale of our 14.3% interest in Primary Energy Recycling Holdings, which closed in May for net proceeds of $30.2 million, and our recently announced divestiture of Badger Creek, which is expected to close in the third quarter, are good examples of minority-owned assets we see as non-core to our business model.

Now I’d like to take a moment to provide an update on several of our projects in Florida. Re-contracting negotiations continue at Lake and Auburndale, as their power purchase agreements will expire on July 31 and December 31, 2013 respectively. As we previously mentioned, we anticipate cash flows from both projects to be substantially lower after their PPAs expire.

Since we went through a similar re-contracting effort in the Florida market with our Pasco project, the cash flows that were reported for Pasco since 2008, which is when we did the re-contracting, are an indication of what a similar project to Lake was able to obtain in the pre-recession Florida power market.

We’re exploring all our options with potential off-takers in Florida, including the possibility of a partnership with off-takers or sale of the assets if that were to produce a more favorable outcome. We should have a better indication of where the negotiations are headed prior to the year-end, and we’ll provide further guidance as soon as it’s feasible.

As we’ve also discussed, a number of items will help offset anticipated decreases in cash flow from Lake and Auburndale. We expect cash flows from Orlando will increase substantially following rather the expiration of the projects, current above-market gas contract at the end of 2013.

Orlando’s PPA runs through 2023. Buying gas at lower prices starting in 2014 will increase Orlando’s operating margin and we’ve already begun hedging those gas prices in 2014 to 2017, and the PPA’s capacity payments also increase slightly each year.

In total, we estimate the increase in our distributions from Orlando versus our estimate of 2013 cash flow to be approximately $14 million to $18 million on average between the years of 2014 and 2018. Other increases to cash flow include the previously guided $8 million to $10 million expected cash distributions from our Piedmont project for each full year of operation starting in 2013, $16 million to $19 million from our Canadian Hills project for each full year through 2020, at which time we expect distributions to increase, and improved cash flows from some of our gas-fired projects due to the impact of low natural gas prices on the unhedged portion of our gas purchases. It is these increases, plus expected contributions from continued accretive acquisitions that provide our comfort level with the sustainability of the current dividend.

In addition, we’re very pleased to have announced our Dividend Reinvestment Program or DRIP this morning. Our retail merchants have been requesting that we start a DRIP for some time and we’re pleased to have registered both our S-3 shelf prospectus and a supplement for the DRIP this morning. Information about the program can be found in the Investors section of our website. And those interested in participating in the program should contact their broker.

We’re hopeful that with a typical participation rate in the plan, the DRIP will provide one more tool to enhance our flexibility and efficiency in funding the continued growth of the company. The S-3 shelf prospectus filed with the SEC is also important to our future financing flexibility as it allows us to issue public equity, debt or convertible securities, much more quickly without the more burdensome process and timing uncertainties of the S-1 procedure we’ve been using to-date.

With that, we look forward to continuing to execute on our business strategy and delivering long-term value to our shareholders. That concludes our prepared remarks. So I’d like to thank you for your time and attention this afternoon and I’d be pleased to answer any questions now.

Question-and-Answer Section

Operator

Thank you. We will now begin the question and answer session. (Operator Instructions) Our first question is from Nelson Ng, RBC Capital Markets. Please go ahead.

Nelson Ng – RBC Dominion Securities, Inc.

Thanks. Good morning, everyone.

Barry Welch

Hi, Nelson.

Nelson Ng – RBC Dominion Securities, Inc.

Just a quick question regarding Badger Creek, so could you provide some background as to what, your decision to sell versus holding onto the asset? I guess the PPA expires next year and you would have probably looked at the way the economics of renewing the PPA versus selling the asset?

Barry Welch

Right, happy to answer that, Nelson. So, the asset privilege benefit, we own half a small 50-megawatt gas-fired cogen plant in Bakersfield, California. And so, we – and we aren’t the managing partner, so while with a 50% interest, we don’t manage it. And so, I think you’re on the right track, Nelson. I mean, the IPPs haven’t been treated overly timely by their regulator in terms of many other things, the heat rates are used in the formulas to produce margins for renewed contracts like the one at Bakersfield is working on or Badger rather.

There is also some additional work to be done with respect to the steam host arrangements there as well. And so from a long-term point of view, we sort of thought about it and what the cash flow expectation was as you put it. And from a DCF point of view, again we’re trying to clear the decks of things that are relatively distractive, but not contributing much from a cash flow point of view, and don’t represent sort of potential platform in investments. And that’s the basis for the sale of what we think is a fair price and for the impairment charges we detailed as well.

Nelson Ng – RBC Dominion Securities, Inc.

Okay. And then just moving onto Path 15, I guess the decline in EBITDA due to the rate case, and also I believe it was like $2.8 million reduction in total, do you expect that to be kind of a run rate EBITDA reduction for the rest of the year for Path 15?

Barry Welch

Actually, no. I’m glad you asked about. We didn’t put the details in the filings, but part of it is the lower rates, but it’s not a lot, as you can sort of look at what we filed for and what we had last year versus this year is the $28.8 million revenue required on an annual basis. So, I think only roughly $300,000 is probably just from the lower rates. We had a refund in the quarter that was for the quarter $800,000. That relates to the fact that you file for rates at the beginning of that process. It takes quite a while to get through, and then basically there is a need to true it up relative to what’s your – what the settled rates are.

So that’s another piece, maybe as $800,000, that won’t be a run rate item either. And a final item is that there is one non-recurring lump of OpEx, I guess, I’d call it, that was spent in the quarter, it’s not a horribly substance thing, there’s some erosion control work being done on some of the basis of the towers. And so it happens to show up in a lump like this relative to the steady revenue coming in the front door. So, fairly substantial amount of that delta of $2.8 million is actually non-recurring.

Nelson Ng – RBC Dominion Securities, Inc.

Okay, got it. And then just some housekeeping items. For Chambers, has that settlement from DuPont being distributed to Atlantic Power in Q2 or is it kind of still held back in Chambers and you expect that to be released later this year?

Barry Welch

So the partial payment on the settlement, this is with respect to the DuPont disagreement and losses that we’ve been talking about, that cash did go to project level. It came out to Atlantic’s holding company, Epsilon Power. And it’s sitting there because it needs to work through the debt coverage cash flow test that we’ve discussed and won’t be in a position to do so for a little while still.

Nelson Ng – RBC Dominion Securities, Inc.

Okay. And then just one last question on Selkirk, so the debt’s been fully repaid as of June, so when will the, I guess, debt service reserve and the rest of the increase in cash flows hit your cash flows. Did any of it flow through in Q2 or do you expect that to come in Q3?

Paul Rapisarda

Nelson, this is Paul. So, we work with our lenders, and they actually let us release the debt service reserve in Q2, and so that has been distributed. And then obviously going forward, the cash flows will not reflect any future debt service payment.

Nelson Ng – RBC Dominion Securities, Inc.

Okay, great. Thanks, those are all my questions.

Paul Rapisarda

Okay, sure, Nelson. Thank you.

Operator

The next question is from Ian Tharp, CIBC World Markets. Please go ahead.

Ian Tharp – CIBC World Markets, Inc.

Hi, good morning, actually good afternoon now. So, Barry, you’ve quickly ran through some of the contributions from the projects that you have that are serving to backfill against the decline in contributions from R&D on Lake. So, I just happened to miss the Piedmont contribution, so if you can repeat that for me?

Barry Welch

Yeah, no problem. So, the Piedmont contribution is $8 million to $10 million, that’s cash. These numbers we’re giving for the new projects are cash distributions from the project after all those expenses and any debt service that it’s got at the project.

Ian Tharp – CIBC World Markets, Inc.

All right. Okay, great. Thank you for that. And then, also Barry, if you can give a little bit of an update on any other discussions that may be taking place in and around the tax equity investors, and that amount that will be needed as you approach COD in the latter part of 2012 for Canadian Hills?

Barry Welch

Sure, Paul is a little closer to that.

Paul Rapisarda

Thanks, Ian, yes, we continue to work closely with both lead tax equity investor who’s also acting as an arranger to bring in other tax providers that they’ve worked with in the past, as well as we’ve separately got a tax equity placement specialist, and I think we’re confident that we will fill out the syndicate well in advance of commercial operation later this year.

Ian Tharp – CIBC World Markets, Inc.

Okay. And that’s really it from me. I appreciate the answers. Thank you.

Barry Welch

Okay. Thank you, Ian.

Operator

The next question is Jeremy Rosenfield, Desjardins Capital Markets. Please go ahead.

Jeremy Rosenfield – Desjardins Securities

Thanks and good afternoon everyone. Just on the Orlando, which you’ve broken out, I’m just curious as to what your assumption is for the small slice – the small PPA that’s associated with the Orlando facility. Is there an assumption that, that will become sort of peaking-only merchant or is there some sort of extension of that PPA going forward, I think that’s the small 20-megawatt capacity, that’s net 20 to you, I believe?

Paul Rapisarda

Right. So, Jeremy, that’s contract is with the Reedy Creek Improvement District, which is actually largely sold to Disney World. And that contract, when that expires, actually will be transferred over and be subsumed under the broader Progress Energy contract.

Jeremy Rosenfield – Desjardins Securities

Now, is there a pickup there or – and does that factor in or is that substantially the same sort of transfer of the off-taker?

Paul Rapisarda

No, I think Barry may have alluded to it in his remarks. There is a difference in the capacity payments between the Reedy Creek contract and the Progress contract, so we’ll get a slight bump up in capacity payments when that 20-megawatts transfer is over.

Jeremy Rosenfield – Desjardins Securities

Okay. So then just in terms of the overall expected cash flows for Orlando, are you going to be looking to lock in sort of the gas hedges going forward at current levels farther out under the longer-term PPA?

Barry Welch

Right. So the gas purchases, we have begun to do some hedging in 2014 through 2017. And then we’ve got some disclosure on that in the documents we filed. And yes, we are continuing to look at that long part of the curve. These aren’t huge amounts; we’re hedging in that project, but at Atlantic with respect to our 50% ownership, and effectively the portion of gas that it’ll be burned by having the project. And so we’ll continue to do that Ian, pretty much in the similar way that we’ve done for the other positions that needed to be hedged. We certainly don’t try to pick the magic time where we think it’s great and take it all off the table and working the position that’s worked out well in this case, but we’ll keep working the position down to take some risk out of that increased margin.

Jeremy Rosenfield – Desjardins Securities

Right. And maybe just from a higher level perspective, do you have the opportunity or the ability to do that for some of the other projects and here I’m thinking specifically the assets in Ontario for example?

Barry Welch

So, they are mostly are not-open positions. There is one at the Tunis project, some unhedged gas there, and we’ve been looking at that as well, and obviously different market and so on, but also has been affected strongly by all the overall developments from a shale gas point of view and so on. So yeah, we will continue, that’s another place where we’ve been looking and we’ll continue to hedge that portion of the unhedged gas exposure.

Jeremy Rosenfield – Desjardins Securities

Okay, great. Moving onto just a different topic; are there any substantial outages planned for the second half of this year that maybe we should be aware of, I think I saw some mention that Calstock was out during the second quarter. So is there anything we should be aware of for the second half of the year that might be material?

Barry Welch

Well, a couple of comments, and I’ll let Paul, if he wants to make any further comments. So first of all, we don’t have any change to the estimate that we gave of roughly $30 million of major maintenance expenses across the fleet for those types of outages. We do get some slippage where things move from first half to second half. I think we had – we may have had a couple of those. We don’t think there is much anything slipping out of 2012, however. And, Paul, I don’t know if there’s anything else specific you got to say?

Paul Rapisarda

No, I think, Barry you’re right. Most of it is timing differences, Jeremy. So in terms of the guidance and the payout ratio, that reflects some slight movement, but there’s no additional major maintenance outages planned.

Jeremy Rosenfield – Desjardins Securities

Okay, great. And then, maybe just as a final question, if you could provide a little bit of color on how the actual construction is going both at well – more significantly, I guess at Piedmont, how that’s approaching sort of its final startup?

Paul Rapisarda

Absolutely. So, the Piedmont biomass plant is about 95% complete at this point. So, they’ve been operating the truck unloaders, they’ve had back feed on the power, they’ve done some test burns in the boiler, and starting in September, they will go into a much more intensive startup phase, but overall the project is right where it should be in terms of schedule, budget, and final completion items.

In terms of Canadian Hills, that construction is also going well and remains on track. We spent a little over half of the total capital cost at this point and all of the infrastructure in terms of roads and related access for the site is complete. And in fact at this point, we’ve got approximately a 122 of the 135 turbine foundations completed. Some of the turbines in fact are now erected and being topped off, so largely consistent with the overall construction schedule. I might just also point out for those of you who have maybe picked up some of the reports of fires in Oklahoma last week, they were some in the vicinity of the project, but there was no damage at our site and no delays caused or anticipated as a result of those.

Jeremy Rosenfield – Desjardins Securities

Okay, great, thanks. That’s it from me.

Operator

(Operator Instructions) The next question is from Eric Wu, Fertilemind Capital. Please go ahead.

Eric Wu – Fertilemind Capital

Yeah, hi. Question is on Canadian Hills, just wondering if you can quantify the return on capital that you expect for this project and maybe comment on whether or not it’s accretive relative to the recent equity raise you’ve made.

Barry Welch

Yeah. So two things; one, we tend not to give rates of return on capital, but what we provide is sort of what the raise is, so you’ve got the amount of capital, you’ve got the rates, we’re giving you a guidance on cash distributions coming out of the project, $16 million to $19 million per year through 2020, and yes, it is accretive on any basis that we look at.

Eric Wu – Fertilemind Capital

Okay, good. And, do you have any visibility on the payout ratio for 2013 at this point?

Barry Welch

No. we haven’t ever provided sort of year ahead payout ratio guidance. And so what we’re trying to do with some of the comments around Orlando and these other projects is just sort of help with the math that I know all the analysts are doing to sort of get from reduced flows from Lake and Auburndale over to the comfort zone of other things around the plus side, but we have not and don’t intend to give year forward guidance for payout ratio.

Eric Wu – Fertilemind Capital

Okay. And one last thing, as per our calculations, Canadian Hills and Piedmont would probably not make up the cash flows that probably will be lost from Auburndale and Lake, using conservative assumptions. And so, where are you guys looking for new deals to possibly plug that gap moving forward and in terms of whether it’s more cogen plans or more wind projects?

Barry Welch

So, let me make the first comment. You mentioned Canadian Hills and Piedmont, I’m not sure if you intentionally left off the Orlando increase of $14 million to $18 million. It’s the first time we’ve given specific guidance on that. That’s our estimate of an increase from $13 million to $14 million, and not small, so maybe you had that already in your numbers. But for sure, from my comments, we are intending to continue to make acquisitions. And Paul can give you a couple of comments on that as well.

Paul Rapisarda

And in terms of the acquisition market in general, Eric there continues to be lots of transactions in the market. And right now, they fall into two buckets. There are certainly a number of other developers with late stage development projects like the Canadian Hills project, who are trying to get their projects completed, and these would be both wind and solar projects before the current expected expiration of the tax incentives here in the States. And so we continue to work with developers to find opportunities there.

The other big market you touched on was more the operating cogen and other assets, and there again it falls into two buckets. There is a lot of large wind developers who have portfolios that they’ve developed, and in fact, have up and running assets that for a variety of reasons, they are monetizing. We’re looking at a number of those. And then, as you know, our portfolio is still about two-thirds gas and we are committed to continuing to try to look for good gas assets and in fact are in some discussions that are at a very preliminary stage with some sellers of gas-fired assets as well.

Eric Wu – Fertilemind Capital

Okay thanks.

Paul Rapisarda

Thank you.

Operator

The next question is from Matthew Akman, Scotia Bank. Please go ahead.

Matthew Akman – Scotia Capital Markets

Thank you. First on the quarter, the Southwest plants, how do they perform I guess relative to expectations and how did the SRAC affect Oxnard and the Navy relative to prior years?

Barry Welch

So, the first of that, Matthew, with respect of Path 15, I made those comments that indicate that a pretty decent portion of the difference on Path 15, sort of year-on-year. I should say quarter this year versus last year, there are some pretty significant one timers and so it’s on track. The SRAC impacts have worked their way in a different fashion. I mean the Navy projects have slightly different sets of contracts on the steam side that provides some mitigation to the economics on the power side.

So you’re actually right. The SRAC has over time eroded some of the margins for the vintage gas-fired plants that we are talking about. So in any case, the Navy projects provide some mitigation on the steam supply side and its pricing. So that’s very helpful and it’s not at all typical the steam arrangements that I’ve seen over the years. And Oxnard, I actually don’t know – I don’t have a specific comment on Oxnard growth relative to SRAC and, Paul, I don’t know if you do or not.

Paul Rapisarda

I was just trying to dig that out specifically, I mean most of it, if you’re picking this up Matt, from the segment information. Obviously, a lot of the segment information or one-time items like on Badger Creek, like the Path 15, that Barry mentioned. Certainly just looking at the operating data, I think we’re getting the level of output and roughly the margins that we expected under those other California plants. As you know, they’re still operating under legacy contracts.

Matthew Akman – Scotia Capital Markets

Okay. So moving to your payout guidance, is it correct that your payout guidance in terms of percentage range is unchanged, but I think you included the PRH gain this time, I’m not sure you had last time, is that fair?

Paul Rapisarda

Well, we don’t give specific guidance about what’s in or out of projections, but it certainly is in the projections, Matthew.

Matthew Akman – Scotia Capital Markets

Okay, so there might have been some expectation for that built into your projections last quarter then?

Paul Rapisarda

Listen, I don’t want to be too specific, we certainly knew we are involved in a transaction that might create that termination fee, correct.

Matthew Akman – Scotia Capital Markets

Okay. Okay. On Orlando, your guidance around the potential pickup, I had a couple of quick questions about that, just – can you just confirm first that that guidance is for your 50%?

Paul Rapisarda

That’s correct. Yeah.

Matthew Akman – Scotia Capital Markets

And is any of that return of capital like trapped cash or is it all kind of ongoing cash flow?

Paul Rapisarda

No. it’s all – there is no ERISA return of capital or trapped cash, it’s just plain difference in cash flow.

Matthew Akman – Scotia Capital Markets

Okay. And, over what period would you hope to kind of hedge up the gas price on that, fully or something close to fully?

Barry Welch

Well, a couple of thoughts there, one is we tend not to as you can sort of see in how we approach the Lake and Auburndale had a risk window on gas hedging and we didn’t pull it fully off because there is some volume basis risk on the hedge that we like to not be over-hedged. So, we tend to bring it up to the 85% over time and maybe 90%, but certainly no higher. And we don’t have a specific period, but we’ve had some meetings recently, talking about taking another piece of that off the table, and so I wouldn’t be surprised if we would be taking care of another portion of that relatively soon.

Matthew Akman – Scotia Capital Markets

Okay, thanks. Barry. I guess my last question is obviously there is some puts and takes here over the next couple of years, you’ve been pretty good about being transparent about what those are. Let’s say, if they end up sort of offsetting each other just for fun and the payout ratio ends up being something close to 100%, but affordable, is that the kind of payout, is that an appropriate payout policy I, guess. And just sort of philosophically I’m asking now, not asking you to comment on what your payout ratio is going to be in 2014 or whatever, but philosophically, what’s an appropriate payout?

Barry Welch

Well, certainly as a general sort of comment, we’d like to have a long-term model that doesn’t find us at a 100% kind of a level. It’s just not a – it’s not a comfortable place where we prefer to be, and so we’d like to imaging that we’re managing that as you sort of put it a combination of factors that impacts what’s going with Eastern Portfolio plus the impacts of the new acquisitions. So that we’d be over time, not at that kind of a level that wouldn’t be our target.

Matthew Akman – Scotia Capital Markets

Okay. Thank you very much guys, those are all my questions.

Barry Welch

Thank you, Matthew.

Operator

(Operator Instructions) Having no further questions, this concludes our question and answer session. I would like to turn the conference back over to Barry Welch for any closing remarks.

Barry Edward Welch

I want to just say thanks again for your time and attention today, and your continued interest in Atlantic Power. Good bye.

Operator

The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.

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