☒ Form 20-F
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☐ Form 40-F
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Page
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PART I – FINANCIAL INFORMATION
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Item 1
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11
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Item 2
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47
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Item 3
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71 |
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Item 4
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73 |
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PART II – OTHER INFORMATION
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Item 1
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73 |
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Item 1A
|
74
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Item 2
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74
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Item 3
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74
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Item 4
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74
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Item 5
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74 | |
Item 6
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74 | |
75
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● |
references to “2017 20-F” or “Annual Report” refer to the annual report on Form 20-F for the year ended December 31, 2017 and filed with the U.S. Securities and Exchange
Commission on March 7, 2018;
|
● |
references to “2019 Notes” refer to the 7.000% Senior Notes due 2019 in an aggregate principal amount of $255,000,000 issued on November 17, 2014;
|
● |
references to “AAGES” refer to the joint venture between Algonquin and Abengoa to invest in the development and construction of clean energy and water infrastructure
contracted assets;
|
● |
references to “AAGES ROFO Agreement” refer to the agreement we entered into with AAGES on March 5, 2018, as amended from time to time, which became effective upon completion
of the 25.0% Share Sale, that provides us a right of first offer to purchase any of the AAGES ROFO Assets;
|
● |
references to “AAGES ROFO Assets” refer to any of AAGES’ contracted assets or proposed contracted assets that we expect to evaluate for future acquisition, with certain
exceptions, for which AAGES has provided us a right of first offer to purchase if offered for sale by AAGES;
|
● |
references to “Abengoa” refer to Abengoa, S.A., together with its subsidiaries or any of its subsidiaries independently considered, unless the context otherwise requires;
|
● |
references to “Abengoa ROFO Agreement” refer to the agreement we entered into with Abengoa on June 13, 2014, as amended and restated on December 9, 2014, that provides us a
right of first offer to purchase any of the existing or future contracted assets in renewable energy, efficient natural gas power, electric transmission and water of Abengoa that are in operation, and any other renewable energy, efficient
natural gas power, electric transmission and water asset that is expected to generate contracted revenue and that Abengoa has transferred to an investment vehicle located in the United States, Canada, Mexico, Chile, Peru, Uruguay, Brazil,
Colombia, or the European Union, and four additional assets in other selected regions, including a pipeline of specified assets that we expect to evaluate for future acquisition, for which Abengoa will provide us a right of first offer to
purchase if offered for sale by Abengoa or an investment vehicle to which Abengoa has transferred them;
|
● |
references to “ACBH” refer to Abengoa Concessões Brasil Holding, a subsidiary holding company of Abengoa that is engaged in the development, construction, investment and
management of contracted concessions in Brazil, comprised mostly of transmission lines and which is currently undergoing a restructuring process in Brazil;
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● |
references to “Algonquin” refer to, as the context requires, either Algonquin Power & Utilities Corp., a North American diversified generation, transmission and
distribution utility, together with its subsidiaries or any of its subsidiaries independently considered, unless the context otherwise requires;
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● |
references to “Annual Consolidated Financial Statements” refer to the audited annual consolidated financial statements as of December 31, 2017 and 2016 and for the years
ended December 31, 2017, 2016 and 2015, including the related notes thereto, prepared in accordance with IFRS as issued by the IASB (as such terms are defined herein);
|
● |
references to “Asset Transfer” refer to the transfer of assets contributed to us by Abengoa through a series of transactions prior to the consummation of our initial public
offering;
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● |
references to “Atlantica” refer to Atlantica Yield plc together with its subsidiaries independently considered, unless and, where the context requires;
|
● |
references to “cash available for distribution” refer to the cash distributions received by the Company from its subsidiaries minus all cash expenses of the Company,
including debt service and general and administrative expenses;
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● |
references to “COD” refer to commercial operation date of the applicable facility;
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● |
references to “Consolidated Condensed Interim Financial Statements” refer to the consolidated condensed unaudited interim financial statements as of September 30, 2018 and
December 31, 2017 and for the nine-month periods ended September 30, 2018 and 2017, including the related notes thereto, which form a part of this quarterly report;
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● |
references to “DOE” refer to the U.S. Department of Energy;
|
● |
references to “EMEA” refer to Europe, Middle East and Africa;
|
● |
references to “EPC” refer to engineering, procurement and construction;
|
● |
references to “EURIBOR” refer to Euro Interbank Offered Rate, a daily reference rate published by the European Money Markets Institute, based on the average interest rates at
which Eurozone banks offer to lend unsecured funds to other banks in the euro wholesale money market;
|
● |
references to “euro” or “€” are to the single currency of the participating member states of the European and Monetary Union of the Treaty Establishing the European
Community, as amended from time to time;
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● |
references to “Federal Financing Bank” refer to a U.S. government corporation by that name;
|
● |
references to “Financial Support Agreement” refer to the Financial Support Agreement we entered into with Abengoa on June 13, 2014, as amended and restated on September 28,
2017, pursuant to which Abengoa agreed to maintain certain guarantees or letters of credit for a period of five years following our IPO;
|
● |
references to “Former Revolving Credit Facility” refer to the revolving credit and guaranty agreement originally entered into on December 3, 2014, amended and restated on
June 26, 2015 and canceled on May 16, 2018;
|
● |
references to “Further Adjusted EBITDA” have the meaning set forth in Note 4 to the Consolidated Condensed Interim Financial Statements included in this quarterly report;
|
● |
references to “gross capacity” or “gross MW” refer to the maximum, or rated, power generation capacity, in MW, of a facility or group of facilities, without adjusting by our
percentage of ownership interest in such facility as of the date of this quarterly report;
|
● |
references to “GW” refer to gigawatts;
|
● |
references to “IASB” refer to International Accounting Standards Board, an independent, private-sector body that develops and approves International Financial Reporting
Standards;
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● |
references to “IFRS as issued by the IASB” refer to International Financial Reporting Standards as issued by the International Accounting Standards Board;
|
● |
reference to “IPO” refer to our initial public offering of ordinary shares in June 2014;
|
● |
references to “ITC” refer to investment tax credits;
|
● |
references to “ITC Cash Grants” refer to the tax credit cash grant issued by the U.S. Treasury;
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● |
references to “LIBOR” refer to London Interbank Offered Rate, a benchmark interest rate;
|
● |
references to “MW” refer to megawatts;
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● |
references to “MMSCFD” refer to million standard cubic feet per day;
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● |
references to “Revolving Credit Facility” refer to the revolving credit facility entered into on May 10, 2018 by us, as borrower, the guarantors from time to time party
thereto, Royal Bank of Canada, as administrative agent and Royal Bank of Canada and Canadian Imperial Bank of Commerce, as issuers of letters of credit;
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● |
references to “Note Issuance Facility” refer to the senior secured note facility dated February 10, 2017, of up to €275 million (approximately $319 million), with U.S. Bank
as facility agent and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder;
|
● |
references to “O&M” refer to operation and maintenance;
|
● |
references to “operation” refer to the status of projects that have reached COD (as defined above);
|
● |
references to “PV” refer to photovoltaic;
|
● |
references to “PPA” refer to the power purchase agreements through which our power generating assets have contracted to sell energy to various offtakers;
|
● |
references to “ROFO” refer to a right of first offer;
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● |
references to “Shareholders Agreement” refer to the shareholders agreement signed with Algonquin which became effective upon the 25.0% Share Sale on March 9, 2018 and which
we filed with the SEC on March 12, 2018;
|
● |
references to “16.5% Share Sale” refer to the ongoing sale by Abengoa to Algonquin of 16.5% of our ordinary shares pursuant to an agreement entered into in April 2018, which
the parties to the transaction expect to be completed in the fourth quarter of 2018;
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● |
references to “25.0% Share Sale” refer to the sale by Abengoa to Algonquin of 25% of our ordinary shares completed on March 9, 2018;
|
● |
references to “UK” refer to the United Kingdom;
|
● |
references to “U.S.” or “United States” refer to the United States of America;
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● |
references to “U.S. Internal Revenue Code” or “U.S. IRC” refer to the U.S. Internal Revenue Code of 1986;
|
● |
references to “U.S. NOLs” refer to the net operating losses recognized under the U.S. Internal Revenue Code as a result of certain tax-deductible expenses exceeding taxable
revenues for a taxable year;
|
● |
references to “we,” “us,” “our” and the “Company” refer to Atlantica Yield plc and its subsidiaries, unless the context otherwise requires; and
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● |
references to “ZAR” refer to South African Rand.
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• |
Difficult conditions in the global economy and in the global market and uncertainties in emerging markets where we have international operations;
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• |
Changes in government regulations providing incentives and subsidies for renewable energy, decreases in government expenditure budgets, reductions in government subsidies or
other adverse changes in laws and regulations affecting our businesses and growth plan, including reduction of our revenues in Spain, which are mainly defined by regulation through parameters that could be reviewed at the end of each
regulatory period;
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• |
Our ability to acquire solar projects due to the potential increase of the cost of solar panels;
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• |
Political, social and macroeconomic risks relating to the United Kingdom’s exit from the European Union;
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• |
Changes in general economic, political, governmental and business conditions globally and in the countries in which we do business;
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• |
Challenges in achieving growth and making acquisitions due to our dividend policy;
|
• |
Inability to identify and/or consummate future acquisitions, under the AAGES ROFO Agreement, the Abengoa ROFO Agreement or otherwise, from third parties or from potential new
partners, including as a result of not being able to find acquisition opportunities on favorable terms or at all.
|
• |
Our ability to close acquisitions under our ROFO agreements with AAGES, Algonquin, Abengoa and others due to, among other things, not being offered assets that fit our
portfolio, not reaching agreements on prices or, in the case of the Abengoa ROFO Agreement, the risk of Abengoa selling assets before they reach COD;
|
• |
Our ability to renew the Abengoa ROFO Agreement after June 2019. The Abengoa ROFO Agreement has an initial term of five years and expires in June 2019. We will be able to
unilaterally extend the term of the Abengoa ROFO Agreement as many times as desired for an additional three-year period, provided that we have executed at least one acquisition in the previous two years after having been offered at least
four projects.
|
• |
Our ability to identify and reach an agreement with new sponsors or partners similar to the ROFO agreements with AAGES, Algonquin or Abengoa;
|
· |
Failure to close acquisitions recently announced;
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· |
Failure to meet our estimated returns and cash available for distribution
estimations in acquisitions recently announced;
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· |
Failure of recently built assets to perform as expected, including acquisitions
recently announced of assets which are currently under construction;
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• |
Legal challenges to regulations, subsidies and incentives that support renewable energy sources; extensive governmental regulation in a number of different jurisdictions,
including stringent environmental regulation;
|
• |
Increases in the cost of energy and gas, which could increase our operating costs;
|
• |
Counterparty credit risk and failure of counterparties to our offtake agreements to fulfill their obligations;
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• |
Inability to enter into new offtaker agreements or replace expiring or terminated offtake agreements with similar agreements;
|
• |
New technology or changes in industry standards;
|
• |
Inability to manage exposure to credit, interest rates, foreign currency exchange rates, supply and commodity price risks;
|
• |
Reliance on third-party contractors and suppliers;
|
• |
Risks associated with acquisitions and investments;
|
• |
Deviations from our investment criteria for future acquisitions and investments;
|
• |
Failure to maintain safe work environments;
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• |
Effects of catastrophes, natural disasters, adverse weather conditions, climate change, unexpected geological or other physical conditions, criminal or terrorist acts or
cyber-attacks at one or more of our plants;
|
• |
Insufficient insurance coverage and increases in insurance cost;
|
• |
Litigation and other legal proceedings, including claims due to Abengoa’s restructuring process;
|
• |
Reputational risk, including potential damage caused to us by Abengoa’s reputation;
|
• |
The loss of one or more of our executive officers;
|
• |
Failure of information technology on which we rely to run our business;
|
• |
Revocation or termination of our concession agreements or power purchase agreements;
|
• |
Lowering of revenues in Spain that are mainly defined by regulation;
|
• |
Risk that the 16.5% Share Sale will not be completed;
|
• |
Inability to adjust regulated tariffs or fixed-rate arrangements as a result of fluctuations in prices of raw materials, exchange rates, labor and subcontractor costs;
|
• |
Exposure to electricity market conditions which can impact revenue from our assets;
|
• |
Changes to national and international law and policies that support renewable energy resources;
|
• |
Lack of electric transmission capacity and potential upgrade costs to the electric transmission grid;
|
• |
Disruptions in our operations as a result of our not owning the land on which our assets are located;
|
• |
Risks associated with maintenance, expansion and refurbishment of electric generation facilities;
|
• |
Failure of our assets to perform as expected, including Solana and Kaxu;
|
• |
Failure to receive dividends from all projects and investments, including Solana and Kaxu;
|
• |
Failure or delay to reach the “flip-date” by Liberty Interactive Corporation in its tax equity investment in Solana;
|
• |
Variations in meteorological conditions;
|
• |
Disruption of the fuel supplies necessary to generate power at our efficient natural gas power generation facilities;
|
• |
Deterioration in Abengoa’s financial condition or negative impact potentially caused by Abengoa’s financial plan announced on September 30, 2018, including potential negative
impacts in our assets;
|
• |
Abengoa’s ability to meet its obligations under our agreements with Abengoa, to comply with past representations, commitments and potential liabilities linked to the time
when Abengoa owned the assets, potential clawback of transactions with Abengoa, and other risks related to Abengoa;
|
• |
Failure to meet certain covenants or payment obligations under our financing arrangements;
|
• |
Failure to obtain pending waivers in relation to the minimum ownership by Abengoa and the cross-default provisions contained in some of our project financing agreements;
|
• |
Failure of Abengoa to maintain existing guarantees and letters of credit under the Financial Support Agreement or failure by us to maintain guarantees;
|
• |
Failure of Abengoa to maintain its obligations and production guarantees, pursuant to EPC contracts;
|
• |
Changes in our tax position and greater than expected tax liability, including in Spain;
|
• |
Conflicts of interest which may be resolved in a manner that is not in our best interests or the best interests of our minority shareholders, potentially caused by our
ownership structure and certain service agreements in place with one of our current largest shareholders;
|
• |
The divergence of interest between us and Abengoa, due to Abengoa’s sale of our shares;
|
• |
Potential negative tax implications from being deemed to undergo an “ownership change” under section 382 of the Internal Revenue Code, including limitations on our ability to
use U.S. NOLs to offset future income tax liability;
|
• |
Negative implications from a potential change of control;
|
• |
Negative implications of U.S. federal income tax reform and potential changes in tax regulation in other jusrisdictions;
|
• |
Technical failure, design errors or faulty operation of our assets not covered by guarantees or insurance;
|
• |
Failure to collect insurance proceeds in the expected amounts; and
|
• |
Various other factors, including those factors discussed under “Item 3.D—Risk Factors” and “Item 5.A—Operating Results” in our Annual Report.
|
As of
September 30,
|
As of
December 31,
|
|||||||||||
Note (1)
|
2018
|
2017
|
||||||||||
Assets
|
||||||||||||
Non-current assets
|
||||||||||||
Contracted concessional assets
|
6
|
8,606,943
|
9,084,270
|
|||||||||
Investments carried under the equity method
|
7
|
54,776
|
55,784
|
|||||||||
Financial investments
|
8&9
|
52,947
|
45,242
|
|||||||||
Deferred tax assets
|
160,106
|
165,136
|
||||||||||
Total non-current assets
|
8,874,772
|
9,350,432
|
||||||||||
Current assets
|
||||||||||||
Inventories
|
18,785
|
17,933
|
||||||||||
Clients and other receivables
|
12
|
297,258
|
244,449
|
|||||||||
Financial investments
|
8
|
237,080
|
210,138
|
|||||||||
Cash and cash equivalents
|
744,636
|
669,387
|
||||||||||
Total current assets
|
1,297,759
|
1,141,907
|
||||||||||
Total assets
|
10,172,531
|
10,492,339
|
(1) |
Notes 1 to 22 are an integral part of the consolidated condensed interim financial statements.
|
As of
September 30,
|
As of
December 31,
|
|||||||||||
Note (1)
|
2018
|
2017
|
||||||||||
Equity and liabilities
|
||||||||||||
Equity attributable to the Company
|
||||||||||||
Share capital
|
13
|
10,022
|
10,022
|
|||||||||
Parent company reserves
|
13
|
2,066,018
|
2,163,229
|
|||||||||
Other reserves
|
105,959
|
80,968
|
||||||||||
Accumulated currency translation differences
|
(59,931
|
)
|
(18,147
|
)
|
||||||||
Retained earnings
|
13
|
(363,605
|
)
|
(477,214
|
)
|
|||||||
Non-controlling interest
|
13
|
134,768
|
136,595
|
|||||||||
Total equity
|
1,893,231
|
1,895,453
|
||||||||||
Non-current liabilities
|
||||||||||||
Long-term corporate debt
|
14
|
622,433
|
574,176
|
|||||||||
Long-term project debt
|
15
|
4,908,678
|
5,228,917
|
|||||||||
Grants and other liabilities
|
16
|
1,653,451
|
1,636,060
|
|||||||||
Related parties
|
11
|
78,734
|
141,031
|
|||||||||
Derivative liabilities
|
9
|
266,884
|
329,731
|
|||||||||
Deferred tax liabilities
|
251,479
|
186,583
|
||||||||||
Total non-current liabilities
|
7,781,659
|
8,096,498
|
||||||||||
Current liabilities
|
||||||||||||
Short-term corporate debt
|
14
|
19,352
|
68,907
|
|||||||||
Short-term project debt
|
15
|
305,997
|
246,291
|
|||||||||
Trade payables and other current liabilities
|
17
|
133,632
|
155,144
|
|||||||||
Income and other tax payables
|
38,660
|
30,046
|
||||||||||
Total current liabilities
|
497,641
|
500,388
|
||||||||||
Total equity and liabilities
|
10,172,531
|
10,492,339
|
(1) |
Notes 1 to 22 are an integral part of the consolidated condensed interim financial statements.
|
Note (1)
|
For the nine-month period ended September 30,
|
|||||||||||
2018
|
2017
|
|||||||||||
Revenue
|
4
|
836,925
|
775,179
|
|||||||||
Other operating income
|
20
|
112,214
|
56,499
|
|||||||||
Raw materials and consumables used
|
(7,652
|
)
|
(11,209
|
)
|
||||||||
Employee benefit expenses
|
(15,793
|
)
|
(13,252
|
)
|
||||||||
Depreciation, amortization, and impairment charges
|
4
|
(243,799
|
)
|
(236,431
|
)
|
|||||||
Other operating expenses
|
20
|
(217,333
|
)
|
(193,673
|
)
|
|||||||
Operating profit
|
464,562
|
377,113
|
||||||||||
Financial income
|
19
|
36,603
|
1,131
|
|||||||||
Financial expense
|
19
|
(306,340
|
)
|
(308,570
|
)
|
|||||||
Net exchange differences
|
1,032
|
(4,294
|
)
|
|||||||||
Other financial income/(expense), net
|
19
|
(11,139
|
)
|
1,302
|
||||||||
Financial expense, net
|
(279,844
|
)
|
(310,431
|
)
|
||||||||
Share of profit/(loss) of associates carried under the equity method
|
4,690
|
3,700
|
||||||||||
Profit/(loss) before income tax
|
189,408
|
70,382
|
||||||||||
Income tax
|
18
|
(59,068
|
)
|
(25,330
|
)
|
|||||||
Profit/(loss) for the period
|
130,340
|
45,052
|
||||||||||
Loss/(profit) attributable to non-controlling interests
|
(9,828
|
)
|
(2,470
|
)
|
||||||||
Profit/(loss) for the period attributable to the Company
|
120,512
|
42,582
|
||||||||||
Weighted average number of ordinary shares outstanding (thousands)
|
21
|
100,217
|
100,217
|
|||||||||
Basic earnings per share (U.S. dollar per share)
|
21
|
1,20
|
0.42
|
(1) |
Notes 1 to 22 are an integral part of the consolidated condensed interim financial statements.
|
For the nine-month period ended September 30,
|
||||||||
2018
|
2017
|
|||||||
Profit/(loss) for the period
|
130,340
|
45,052
|
||||||
Items that may be subject to transfer to income statement
|
||||||||
Change in fair value of cash flow hedges
|
(6,753
|
)
|
(33,542
|
)
|
||||
Currency translation differences
|
(44,906
|
)
|
103,485
|
|||||
Tax effect
|
(1,672
|
)
|
7,900
|
|||||
Net income/(expenses) recognized directly in equity
|
(53,331
|
)
|
77,843
|
|||||
Cash flow hedges
|
51,049
|
54,446
|
||||||
Tax effect
|
(12,762
|
)
|
(16,334
|
)
|
||||
Transfers to income statement
|
38,287
|
38,112
|
||||||
Other comprehensive income/(loss)
|
(15,044
|
)
|
115,955
|
|||||
Total comprehensive income/(loss) for the period
|
115,296
|
161,007
|
||||||
Total comprehensive (income)/loss attributable to non-controlling interest
|
(7,994
|
)
|
(8,532
|
)
|
||||
Total comprehensive income/(loss) attributable to the Company
|
107,302
|
152,475
|
Share
Capital
|
Parent
company
reserves
|
Other
reserves
|
Retained
earnings
|
Accumulated
currency
translation
differences
|
Total
equity
attributable
to the
Company
|
Non-
controlling
interest
|
Total
equity
|
|||||||||||||||||||||||||
Balance as of January 1, 2017
|
10,022
|
2,268,457
|
52,797
|
(365,410
|
)
|
(133,150
|
)
|
1,832,716
|
126,395
|
1,959,111
|
||||||||||||||||||||||
Profit/(loss) for the nine-month period after taxes
|
—
|
—
|
—
|
42,582
|
—
|
42,582
|
2,470
|
45,052
|
||||||||||||||||||||||||
Change in fair value of cash flow hedges
|
—
|
—
|
21,377
|
—
|
—
|
21,377
|
(473
|
)
|
20,904
|
|||||||||||||||||||||||
Currency translation differences
|
—
|
—
|
—
|
—
|
97,142
|
97,142
|
6,343
|
103,485
|
||||||||||||||||||||||||
Tax effect
|
—
|
—
|
(8,626
|
)
|
—
|
—
|
(8,626
|
)
|
192
|
(8,434
|
)
|
|||||||||||||||||||||
Other comprehensive income
|
—
|
—
|
12,751
|
—
|
97,142
|
109,893
|
6,062
|
115,955
|
||||||||||||||||||||||||
Total comprehensive income
|
—
|
—
|
12,751
|
42,582
|
97,142
|
152,475
|
8,532
|
161,007
|
||||||||||||||||||||||||
Dividend distribution
|
—
|
(76,165
|
)
|
—
|
—
|
—
|
(76,165
|
)
|
(4,573
|
)
|
(80,738
|
)
|
||||||||||||||||||||
Balance as of September 30, 2017
|
10,022
|
2,192,292
|
65,548
|
(322,828
|
)
|
(36,008
|
)
|
1,909,026
|
130,354
|
2,039,380
|
Share
Capital
|
Parent
company
reserves
|
Other
reserves
|
Retained
earnings
|
Accumulated
currency
translation
differences
|
Total
equity
attributable
to the
Company
|
Non-
controlling
interest
|
Total
equity
|
|||||||||||||||||||||||||
Balance as of December 31, 2017
|
10,022
|
2,163,229
|
80,968
|
(477,214
|
)
|
(18,147
|
)
|
1,758,858
|
136,595
|
1,895,453
|
||||||||||||||||||||||
Application of new accounting standards (See Note 2)
|
—
|
—
|
1,326
|
(11,812
|
)
|
—
|
(10,486
|
)
|
—
|
(10,486
|
)
|
|||||||||||||||||||||
Balance as of January 1, 2018
|
10,022
|
2,163,229
|
82,294
|
(489,026
|
)
|
(18,147
|
)
|
1,748,372
|
136,595
|
1,884,967
|
||||||||||||||||||||||
Profit/(loss) for the nine-month period after taxes
|
—
|
—
|
—
|
120,512
|
—
|
120,512
|
9,828
|
130,340
|
||||||||||||||||||||||||
Change in fair value of cash flow hedges
|
—
|
—
|
35,982
|
6,517
|
—
|
42,499
|
1,797
|
44,296
|
||||||||||||||||||||||||
Currency translation differences
|
—
|
—
|
—
|
—
|
(41,784
|
)
|
(41,784
|
)
|
(3,122
|
)
|
(44,906
|
)
|
||||||||||||||||||||
Tax effect
|
—
|
—
|
(12,317
|
)
|
(1,608
|
)
|
—
|
(13,925
|
)
|
(509
|
)
|
(14,434
|
)
|
|||||||||||||||||||
Other comprehensive income
|
—
|
—
|
23,665
|
4,909
|
(41,784
|
)
|
(13,210
|
)
|
(1,834
|
)
|
(15,044
|
)
|
||||||||||||||||||||
Total comprehensive income
|
—
|
—
|
23,665
|
125,421
|
(41,784
|
)
|
107,302
|
7,994
|
115,296
|
|||||||||||||||||||||||
Dividend distribution
|
—
|
(97,211
|
)
|
—
|
—
|
—
|
(97,211
|
)
|
(9,821
|
)
|
(107,032
|
)
|
||||||||||||||||||||
Balance as of September 30, 2018
|
10,022
|
2,066,018
|
105,959
|
(363,605
|
)
|
(59,931
|
)
|
1,758,463
|
134,768
|
1,893,231
|
For the nine-month period ended September 30,
|
||||||||
2018
|
2017
|
|||||||
I. Profit/(loss) for the period
|
130,340
|
45,052
|
||||||
Financial expense and non-monetary adjustments
|
494,829
|
528,408
|
||||||
II. Profit for the period adjusted by financial expense and non-monetary adjustments
|
625,169
|
573,460
|
||||||
III. Variations in working capital
|
(97,020
|
)
|
(47,503
|
)
|
||||
Net interest and income tax paid
|
(189,816
|
)
|
(198,667
|
)
|
||||
A. Net cash provided by operating activities
|
338,333
|
327,290
|
||||||
Investment in contracted concessional assets*
|
61,084
|
(7,506
|
)
|
|||||
Other non-current assets/liabilities
|
(22,506
|
)
|
(6,609
|
)
|
||||
Acquisitions of subsidiaries
|
(9,327
|
)
|
-
|
|||||
Dividends received from entities under the equity method
|
4,432
|
2,454
|
||||||
Other investments
|
2,521
|
27,361
|
||||||
B. Net cash provided by/(used in) investing activities
|
36,204
|
15,700
|
||||||
Proceeds from Project & Corporate debt
|
73,767
|
287,051
|
||||||
Repayment of Project & Corporate debt
|
(248,904
|
)
|
(388,755
|
)
|
||||
Dividends paid to company´s shareholders
|
(106,956
|
)
|
(70,803
|
)
|
||||
C. Net cash provided by/(used in) financing activities
|
(282,093
|
)
|
(172,507
|
)
|
||||
Net increase/(decrease) in cash and cash equivalents
|
92,444
|
170,483
|
||||||
Cash and cash equivalents at beginning of the period
|
669,387
|
594,811
|
||||||
Translation differences in cash or cash equivalent
|
(17,195
|
)
|
28,800
|
|||||
Cash and cash equivalents at end of the period
|
744,636
|
794,094
|
Note 1.- Nature of the business
|
19
|
Note 2.- Basis of preparation
|
22
|
Note 3.- Financial risk management
|
28
|
Note 4.- Financial information by segment
|
28
|
Note 5.- Changes in the scope of the consolidated condensed interim financial statements
|
35
|
Note 6.- Contracted concessional assets
|
35
|
Note 7.- Investments carried under the equity method
|
36
|
Note 8.- Financial Investments
|
36
|
Note 9.- Derivative financial instruments
|
36
|
Note 10.- Fair Value of financial instruments
|
37
|
Note 11.- Related parties
|
38
|
Note 12.- Clients and other receivable
|
39
|
Note 13.- Equity
|
39
|
Note 14.- Corporate debt
|
40 |
Note 15.- Project debt
|
41 |
Note 16.- Grants and other liabilities
|
42 |
Note 17.-Trade payables and other current liabilities
|
43
|
Note 18.- Income tax
|
44
|
Note 19.- Financial income and expenses
|
44
|
Note 20.- Other operating income and expenses
|
45
|
Note 21.- Earnings per share
|
46
|
Note 22.- Subsequent events
|
46
|
Assets
|
Type
|
Ownership
|
Location
|
Currency(8)
|
Capacity
(Gross)
|
Counterparty
Credit Ratings(9)
|
COD
|
Contract
Years
Left (12)
|
Solana
|
Renewable
(Solar)
|
100%
Class B(1)
|
Arizona (USA)
|
USD
|
280 MW
|
A-/A2/A-
|
4Q 2013
|
26
|
Mojave
|
Renewable
(Solar)
|
100%
|
California
(USA)
|
USD
|
280 MW
|
BBB/Baa1/BBB+
|
4Q 2014
|
22
|
Solaben 2 & 3
|
Renewable
(Solar)
|
70%(2)
|
Spain
|
Euro
|
2x50 MW
|
A-/Baa1/A-
|
3Q 2012 &
2Q 2012
|
20&19
|
Assets
|
Type
|
Ownership
|
Location
|
Currency(8)
|
Capacity
(Gross)
|
Counterparty
Credit Ratings(9)
|
COD
|
Contract
Years
Left (12)
|
Solacor 1 & 2
|
Renewable
(Solar)
|
87%(3)
|
Spain
|
Euro
|
2x50 MW
|
A-/Baa1/A-
|
1Q 2012 &
1Q 2012
|
19
|
PS10/PS20
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
31 MW
|
A-/Baa1/A-
|
1Q 2007 &
2Q 2009
|
14&16
|
Helioenergy 1 & 2
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
2x50 MW
|
A-/Baa1/A-
|
3Q 2011&
4Q 2011
|
19
|
Helios 1 & 2
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
2x50 MW
|
A-/Baa1/A-
|
3Q 2012&
3Q 2012
|
20
|
Solnova 1, 3 & 4
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
3x50 MW
|
A-/Baa1/A-
|
2Q 2010 &
2Q 2010&
3Q 2010
|
17&17&18
|
Solaben 1 & 6
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
2x50 MW
|
A-/Baa1/A-
|
3Q 2013
|
21
|
Seville PV
|
Renewable
(Solar)
|
80%(7)
|
Spain
|
Euro
|
1 MW
|
A-/Baa1/A-
|
3Q 2006
|
18
|
Kaxu
|
Renewable
(Solar)
|
51%(4)
|
South Africa
|
Rand
|
100 MW
|
BB/Baa3/BB-(10)
|
1Q 2015
|
17
|
Palmatir
|
Renewable
(Wind)
|
100%
|
Uruguay
|
USD
|
50 MW
|
BBB/Baa2/BBB-(11)
|
2Q 2014
|
16
|
Cadonal
|
Renewable
(Wind)
|
100%
|
Uruguay
|
USD
|
50 MW
|
BBB/Baa2/BBB-(11)
|
4Q 2014
|
17
|
Mini-Hydro
|
Renewable
(Hydraulic)
|
100%
|
Peru
|
USD
|
4 MW
|
BBB+/A3/BBB+
|
2Q 2012
|
15
|
ACT
|
Efficient natural gas
|
100%
|
Mexico
|
USD
|
300 MW
|
BBB+/Baa3/BBB+
|
2Q 2013
|
15
|
ATN
|
Transmission
line
|
100%
|
Peru
|
USD
|
362 miles
|
BBB+/A3/BBB+
|
1Q 2011
|
23
|
ATS
|
Transmission
line
|
100%
|
Peru
|
USD
|
569 miles
|
BBB+/A3/BBB+
|
1Q 2014
|
26
|
ATN 2
|
Transmission
line
|
100%
|
Peru
|
USD
|
81 miles
|
Not rated
|
2Q 2015
|
15
|
Quadra 1
|
Transmission
line
|
100%
|
Chile
|
USD
|
49 miles
|
Not rated
|
2Q 2014
|
17
|
Quadra 2
|
Transmission
line
|
100%
|
Chile
|
USD
|
32 miles
|
Not rated
|
1Q 2014
|
17
|
Palmucho
|
Transmission
line
|
100%
|
Chile
|
USD
|
6 miles
|
BBB+/Baa1/BBB+
|
4Q 2007
|
20
|
Skikda
|
Water
|
34.2%(5)
|
Algeria
|
USD
|
3.5 M
ft3/day
|
Not rated
|
1Q 2009
|
16
|
Honaine
|
Water
|
25.5%(6)
|
Algeria
|
USD
|
7 M ft3/
day
|
Not rated
|
3Q 2012
|
20
|
(1) |
On September 30, 2013, Liberty Interactive Corporation invested $300,000 thousand in Class A membership interests in exchange for the right to receive between 54.06% and
61.20% of taxable losses and distributions until such time as Liberty reaches a certain rate of return, or the “Flip Date”, and 22.60% of taxable losses and distributions thereafter once certain conditions are met.
|
(2) |
Itochu Corporation, a Japanese trading company, holds 30% of the shares in each of Solaben 2 and Solaben 3.
|
(3) |
JGC, a Japanese engineering company, holds 13% of the shares in each of Solacor 1 and Solacor 2.
|
(4) |
Kaxu is owned by the Company (51%), Industrial Development Corporation of South Africa (29%) and Kaxu Community Trust (20%).
|
(5) |
Algerian Energy Company, SPA owns 49% of Skikda and Sadyt (Sociedad Anónima Depuración y Tratamientos) owns the remaining 16.83%.
|
(6) |
Algerian Energy Company, SPA owns 49% of Honaine and Sadyt (Sociedad Anónima Depuración y Tratamientos) owns the remaining 25.5%.
|
(7) |
Instituto para la Diversificación y Ahorro de la Energía (“IDAE”), a Spanish state owned company, holds 20% of the shares in Seville PV.
|
(8) |
Certain contracts denominated in U.S. dollars are payable in local currency.
|
(9) |
Reflects the counterparty’s credit ratings issued by Standard & Poor’s Ratings Services, or S&P, Moody’s Investors Service Inc., or Moody’s, and Fitch Ratings Ltd, or
Fitch.
|
(10) |
Refers to the credit rating of the Republic of South Africa. The offtaker is Eskom, which is a state-owned utility company in South Africa.
|
(11) |
Refers to the credit rating of Uruguay, as UTE (Administración Nacional de Usinas y Transmisoras Eléctricas) is unrated.
|
(12) |
As of December 31, 2017.
|
a) |
Standards, interpretations and amendments effective from January 1, 2018 under IFRS-IASB, applied by the Company in the preparation of these consolidated condensed interim
financial statements:
|
· |
IFRS 9 ‘Financial Instruments’
|
· |
IFRS 15 ‘Revenues from contracts with Customers’
|
· |
IFRS 15 (Clarifications) ‘Revenues from contracts with Customers’
|
· |
IFRS 16 ‘Leases’. This Standard is applicable for annual periods beginning on or after January 1, 2019 under IFRS-IASB, earlier application is permitted, but conditioned to
the application of IFRS 15.
|
· |
IFRS 2 (Amendment) ‘Classification and Measurement of Share-based Payment Transactions’.
|
· |
IFRS 4 (Amendment). Applying IFRS 9 ‘Financial Instruments’ with IFRS 4 ‘Insurance Contracts’.
|
· |
Annual Improvements to IFRSs 2015-2017 cycles.
|
· |
IFRIC 22 Foreign Currency Transactions and Advance Consideration.
|
· |
IAS 40 (Amendment). Transfers of Investment Property. This amendment is mandatory for annual periods beginning on or after January 1, 2018 under IFRS-IASB, earlier
application is permitted.
|
· |
IAS 28 (Amendment). Long-term Interests in Associates and Joint Ventures. This amendment is mandatory for annual periods beginning on or after January 1, 2018 under
IFRS-IASB, earlier application is permitted.
|
· |
Step 1: Identifying the contract with the customer.
|
· |
Step 2: Identifying the performance obligations.
|
· |
Step 3: Determining the transaction price.
|
· |
Step 4: Assigning the transaction price in the performance obligations identified in the contract.
|
· |
Step 5: Recognition of revenue when (or as) the Company performs the performance obligations.
|
- |
Classification and measurement of financial instruments:
|
- |
The new impairment model requires the recognition of impairment provisions based on expected credit losses (“ECL”) rather than only incurred credit losses as is the case
under IAS 39. The Company reviewed its portfolio of financial assets subject to the new model of impairment under the new methodology (using credit default swaps, rating from credit agencies and other external inputs in order to estimate
the probability of default), and recorded an adjustment to the opening balance sheet of these consolidated financial statements as detailed below in the table showing the adjustments arising from the application of IFRS 9.
|
- |
The accounting for certain modifications and exchanges of financial liabilities measured at amortized cost (e.g. bank loans and issued bonds) changes on the transition from
IAS 39 to IFRS 9. This change arises from a clarification by the IASB in the Basis for Conclusions of IFRS 9. Under IFRS 9 it is now clear that there can be an effect in the income statement for modification and exchanges of financial
liabilities that are considered “non-substantial” (when the net present value of the cash flows, including any fees paid net of any fees received, is lower than 10% different from the net present value of the remaining cash flows of the
liability prior to the modification, both discounted at the original effective interest rate). The Company reviewed retrospectively these transactions and recorded an adjustment to the opening balance sheet of these consolidated financial
statements as detailed below in the table showing the adjustments arising from the application of IFRS 9.
|
- |
IFRS 9 also introduces changes in hedge accounting. The hedge accounting requirements in IFRS 9 are optional and tend to facilitate the use of hedge accounting by preparers
of financial statements. As a result, the Company reviewed its portfolio of derivatives and recorded an adjustment to the opening balance sheet of these consolidated financial statements as detailed below in the table showing the
adjustments arising from the application of IFRS 9.
|
IFRS 9 Adjustments
|
||||||||||||||||||||||||
($ in thousands)
|
As
reported
|
Expected
credit
losses (*)
|
Modification
of financial
liabilities
|
Hedge
accounting
|
IFRS 16
Adjustments
|
Restated at
December
31, 2017
|
||||||||||||||||||
Contracted concessional assets
|
9,084,270
|
(53,048
|
)
|
—
|
—
|
62,982
|
9,094,204
|
|||||||||||||||||
Deferred tax assets
|
165,136
|
14,866
|
(3,055
|
)
|
—
|
—
|
176,947
|
|||||||||||||||||
Long- term project debt
|
5,228,917
|
—
|
(39,599
|
)
|
—
|
—
|
5,189,318
|
|||||||||||||||||
Grants and other liabilities
|
1,636,060
|
—
|
—
|
—
|
62,982
|
1,699,042
|
||||||||||||||||||
Deferred tax liabilities
|
186,583
|
—
|
8,849
|
—
|
—
|
195,432
|
||||||||||||||||||
Other Reserves
|
80,968
|
—
|
—
|
1,326
|
—
|
82,294
|
||||||||||||||||||
Retained Earnings
|
(477,214
|
)
|
(38,182
|
)
|
27,695
|
(1,326
|
)
|
—
|
(489,027
|
)
|
b) |
Standards, interpretations and amendments published by the IASB that will be effective for periods beginning after September 30, 2018:
|
· |
IFRS 9 (Amendments to IFRS 9): Prepayment Features with Negative Compensation. This Standard is applicable for annual periods beginning on or after January 1, 2019 under
IFRS-IASB, earlier application is permitted.
|
· |
IFRS 17 ‘Insurance Contracts’. This Standard is applicable for annual periods beginning on or after January 1, 2021 under IFRS-IASB, earlier application is permitted.
|
· |
IAS 19 (Amendment). Amendments to IAS 19: Plan Amendment, Curtailment or Settlement. This amendment is mandatory for annual periods beginning on or after January 1, 2019
under IFRS-IASB, earlier application is permitted.
|
· |
IFRIC 23: Uncertainty over Income Tax Treatments. This Standard is applicable for annual periods beginning on or after January 1, 2019 under IFRS-IASB.
|
· |
IAS 28 (Amendment). Long-term Interests in Associates and Joint Ventures. This amendment is mandatory for annual periods beginning on or after January 1, 2019 under
IFRS-IASB, earlier application is permitted.
|
· |
Amendments to References to the Conceptual Frameworks in IFRS Standards. This Standard is applicable for annual periods beginning on or after January 1, 2020 under IFRS-IASB.
|
• |
Contracted concessional agreements.
|
• |
Impairment of intangible assets and property, plant and equipment.
|
• |
Assessment of control.
|
• |
Derivative financial instruments and fair value estimates.
|
• |
Income taxes and recoverable amount of deferred tax assets.
|
• |
North America
|
• |
South America
|
• |
EMEA
|
a) |
The following tables show Revenues and Further Adjusted EBITDA by operating segments and business sectors for the nine-month periods ended September 30, 2018 and 2017:
|
Revenue
|
Further Adjusted EBITDA
|
|||||||||||||||
For the nine-month period ended
September 30,
|
For the nine-month period ended
September 30,
|
|||||||||||||||
($ in thousands)
|
||||||||||||||||
Geography
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
North America
|
294,625
|
270,037
|
272,157
|
243,289
|
||||||||||||
South America
|
91,807
|
90,005
|
76,234
|
84,174
|
||||||||||||
EMEA
|
450,493
|
415,137
|
359,970
|
296,464
|
||||||||||||
Total
|
836,925
|
775,179
|
708,361
|
623,927
|
Revenue
|
Further Adjusted EBITDA
|
|||||||||||||||
For the nine-month period ended
September 30,
|
For the nine-month period ended
September 30,
|
|||||||||||||||
($ in thousands)
|
||||||||||||||||
Business sector
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
Renewable energy
|
652,135
|
594,476
|
565,915
|
462,607
|
||||||||||||
Efficient natural gas
|
95,355
|
89,653
|
71,724
|
79,969
|
||||||||||||
Electric transmission lines
|
71,920
|
71,064
|
60,447
|
68,649
|
||||||||||||
Water
|
17,515
|
19,986
|
10,275
|
12,702
|
||||||||||||
Total
|
836,925
|
775,179
|
708,361
|
623,927
|
For the nine-month period ended
September 30,
($ in thousands)
|
||||||||
2018
|
2017
|
|||||||
Profit/(Loss) attributable to the Company
|
$
|
120,512
|
42,582
|
|||||
(Loss)/Profit attributable to non-controlling interests
|
9,828
|
2,470
|
||||||
Income tax
|
59,068
|
25,330
|
||||||
Share of (profits)/losses of associates
|
(4,690
|
)
|
(3,700
|
)
|
||||
Dividend from exchangeable preferred equity investment in ACBH (see Note 19)
|
-
|
10,383
|
||||||
Financial expense, net
|
279,844
|
310,431
|
||||||
Depreciation, amortization, and impairment charges
|
243,799
|
236,431
|
||||||
Total segment Further Adjusted EBITDA
|
$
|
708,361
|
623,927
|
b) |
The assets and liabilities by operating segments (and business sector) as of September 30, 2018 and December 31, 2017 are as follows:
|
North
America
|
South America
|
EMEA
|
Balance as of
September 30,
2018
|
|||||||||||||
Assets allocated
|
||||||||||||||||
Contracted concessional assets
|
3,555,079
|
1,081,123
|
3,970,741
|
8,606,943
|
||||||||||||
Investments carried under the equity method
|
-
|
-
|
54,776
|
54,776
|
||||||||||||
Current financial investments
|
133,526
|
73,301
|
29,370
|
236,197
|
||||||||||||
Cash and cash equivalents (project companies)
|
226,938
|
39,225
|
343,390
|
609,553
|
||||||||||||
Subtotal allocated
|
3,915,543
|
1,193,649
|
4,398,277
|
9,507,469
|
||||||||||||
Unallocated assets
|
||||||||||||||||
Other non-current assets
|
213,053
|
|||||||||||||||
Other current assets (including cash and cash equivalents at holding company level)
|
452,009
|
|||||||||||||||
Subtotal unallocated
|
665,062
|
|||||||||||||||
Total assets
|
10,172,531
|
North
America
|
South America
|
EMEA
|
Balance as of
September 30,
2018
|
|||||||||||||
Liabilities allocated
|
||||||||||||||||
Long-term and short-term project debt
|
1,773,589
|
834,164
|
2,606,922
|
5,214,675
|
||||||||||||
Grants and other liabilities
|
1,556,388
|
5,113
|
91,950
|
1,653,451
|
||||||||||||
Subtotal allocated
|
3,329,977
|
839,277
|
2,698,872
|
6,868,126
|
||||||||||||
Unallocated liabilities
|
||||||||||||||||
Long-term and short-term corporate debt
|
641,785
|
|||||||||||||||
Other non-current liabilities
|
597,097
|
|||||||||||||||
Other current liabilities
|
172,292
|
|||||||||||||||
Subtotal unallocated
|
1,411,174
|
|||||||||||||||
Total liabilities
|
8,279,300
|
|||||||||||||||
Equity unallocated
|
1,893,231
|
|||||||||||||||
Total liabilities and equity unallocated
|
3,304,405
|
|||||||||||||||
Total liabilities and equity
|
10,172,531
|
North
America
|
South America
|
EMEA
|
Balance as of
December 31,
2017
|
|||||||||||||
Assets allocated
|
||||||||||||||||
Contracted concessional assets
|
3,770,169
|
1,100,778
|
4,213,323
|
9,084,270
|
||||||||||||
Investments carried under the equity method
|
-
|
-
|
55,784
|
55,784
|
||||||||||||
Current financial investments
|
116,451
|
59,831
|
31,263
|
207,545
|
||||||||||||
Cash and cash equivalents (project companies)
|
149,236
|
42,548
|
329,078
|
520,862
|
||||||||||||
Subtotal allocated
|
4,035,856
|
1,203,157
|
4,629,448
|
9,868,461
|
||||||||||||
Unallocated assets
|
||||||||||||||||
Other non-current assets
|
210,378
|
|||||||||||||||
Other current assets (including cash and cash equivalents at holding company level)
|
413,500
|
|||||||||||||||
Subtotal unallocated
|
623,878
|
|||||||||||||||
Total assets
|
10,492,339
|
North
America
|
South America
|
EMEA
|
Balance as of
December 31,
2017
|
|||||||||||||
Liabilities allocated
|
||||||||||||||||
Long-term and short-term project debt
|
1,821,102
|
876,063
|
2,778,043
|
5,475,208
|
||||||||||||
Grants and other liabilities
|
1,593,048
|
810
|
42,202
|
1,636,060
|
||||||||||||
Subtotal allocated
|
3,414,150
|
876,873
|
2,820,245
|
7,111,268
|
||||||||||||
Unallocated liabilities
|
||||||||||||||||
Long-term and short-term corporate debt
|
643,083
|
|||||||||||||||
Other non-current liabilities
|
657,345
|
|||||||||||||||
Other current liabilities
|
185,190
|
|||||||||||||||
Subtotal unallocated
|
1,485,618
|
|||||||||||||||
Total liabilities
|
8,596,886
|
|||||||||||||||
Equity unallocated
|
1,895,453
|
|||||||||||||||
Total liabilities and equity unallocated
|
3,381,071
|
|||||||||||||||
Total liabilities and equity
|
10,492,339
|
Renewable
energy
|
Efficient
natural
gas
|
Electric
transmission
lines
|
Water
|
Balance as of
September 30,
2018
|
||||||||||||||||
Assets allocated
|
||||||||||||||||||||
Contracted concessional assets
|
7,058,009
|
591,666
|
869,682
|
87,586
|
8,606,943
|
|||||||||||||||
Investments carried under the equity method
|
11,936
|
-
|
-
|
42,840
|
54,776
|
|||||||||||||||
Current financial investments
|
15,616
|
133,505
|
72,398
|
14,678
|
236,197
|
|||||||||||||||
Cash and cash equivalents (project companies)
|
569,075
|
16,742
|
13,743
|
9,993
|
609,553
|
|||||||||||||||
Subtotal allocated
|
7,654,636
|
741,913
|
955,823
|
155,097
|
9,507,469
|
|||||||||||||||
Unallocated assets
|
||||||||||||||||||||
Other non-current assets
|
213,053
|
|||||||||||||||||||
Other current assets (including cash and cash equivalents at holding company level)
|
452,009
|
|||||||||||||||||||
Subtotal unallocated
|
665,062
|
|||||||||||||||||||
Total assets
|
10,172,531
|
Renewable
energy
|
Efficient
natural
gas
|
Electric
transmission
lines
|
Water
|
Balance as of
September 30,
2018
|
||||||||||||||||
($ in thousands)
|
||||||||||||||||||||
Liabilities allocated
|
||||||||||||||||||||
Long-term and short-term project debt
|
3,977,074
|
547,045
|
659,808
|
30,748
|
5,214,675
|
|||||||||||||||
Grants and other liabilities
|
1,650,795
|
835
|
1,030
|
791
|
1,653,451
|
|||||||||||||||
Subtotal allocated
|
5,627,869
|
547,880
|
660,838
|
31,539
|
6,868,126
|
|||||||||||||||
Unallocated liabilities
|
||||||||||||||||||||
Long-term and short-term corporate debt
|
641,785
|
|||||||||||||||||||
Other non-current liabilities
|
597,097
|
|||||||||||||||||||
Other current liabilities
|
172,292
|
|||||||||||||||||||
Subtotal unallocated
|
1,411,174
|
|||||||||||||||||||
Total liabilities
|
8,279,300
|
|||||||||||||||||||
Equity unallocated
|
1,893,231
|
|||||||||||||||||||
Total liabilities and equity unallocated
|
3,304,405
|
|||||||||||||||||||
Total liabilities and equity
|
10,172,531
|
Renewable
energy
|
Efficient
natural
gas
|
Electric
transmission
lines
|
Water
|
Balance as of
December 31,
2017
|
||||||||||||||||
Assets allocated
|
||||||||||||||||||||
Contracted concessional assets
|
7,436,362
|
660,387
|
897,269
|
90,252
|
9,084,270
|
|||||||||||||||
Investments carried under the equity method
|
12,419
|
-
|
-
|
43,365
|
55,784
|
|||||||||||||||
Current financial investments
|
17,249
|
116,430
|
59,289
|
14,577
|
207,545
|
|||||||||||||||
Cash and cash equivalents (project companies)
|
452,792
|
39,064
|
15,325
|
13,681
|
520,862
|
|||||||||||||||
Subtotal allocated
|
7,918,822
|
815,881
|
971,883
|
161,875
|
9,868,461
|
|||||||||||||||
Unallocated assets
|
||||||||||||||||||||
Other non-current assets
|
210,378
|
|||||||||||||||||||
Other current assets (including cash and cash equivalents at holding company level)
|
413,500
|
|||||||||||||||||||
Subtotal unallocated
|
623,878
|
|||||||||||||||||||
Total assets
|
10,492,339
|
Renewable
energy
|
Efficient
natural gas
|
Electric
transmission
lines
|
Water
|
Balance as of
December 31,
2017
|
||||||||||||||||
Liabilities allocated
|
||||||||||||||||||||
Long-term and short-term project debt
|
4,162,596
|
579,173
|
698,346
|
35,093
|
5,475,208
|
|||||||||||||||
Grants and other liabilities
|
1,635,508
|
552
|
-
|
-
|
1,636,060
|
|||||||||||||||
Subtotal allocated
|
5,798,104
|
579,725
|
698,346
|
35,093
|
7,111,268
|
|||||||||||||||
Unallocated liabilities
|
||||||||||||||||||||
Long-term and short-term corporate debt
|
643,083
|
|||||||||||||||||||
Other non-current liabilities
|
657,345
|
|||||||||||||||||||
Other current liabilities
|
185,190
|
|||||||||||||||||||
Subtotal unallocated
|
1,485,618
|
|||||||||||||||||||
Total liabilities
|
8,596,886
|
|||||||||||||||||||
Equity unallocated
|
1,895,453
|
|||||||||||||||||||
Total liabilities and equity unallocated
|
3,381,071
|
|||||||||||||||||||
Total liabilities and equity
|
10,492,339
|
c) |
The amount of depreciation, amortization and impairment charges recognized for the nine-month periods ended September 30, 2018 and 2017 are as follows:
|
For the nine-month period ended
September 30,
|
||||||||
Depreciation, amortization and impairment by geography
|
2018
|
2017
|
||||||
($ in thousands)
|
||||||||
North America
|
(95,713
|
)
|
(97,076
|
)
|
||||
South America
|
(30,806
|
)
|
(30,558
|
)
|
||||
EMEA
|
(117,280
|
)
|
(108,797
|
)
|
||||
Total
|
(243,799
|
)
|
(236,431
|
)
|
For the nine-month period ended
September 30,
|
||||||||
Depreciation, amortization and impairment by business sector
|
2018
|
2017
|
||||||
($ in thousands)
|
||||||||
Renewable energy
|
(213,296
|
)
|
(215,059
|
)
|
||||
Electric transmission lines
|
(21,070
|
)
|
(21,372
|
)
|
||||
Efficient natural gas
|
(9,433
|
)
|
-
|
|||||
Total
|
(243,799
|
)
|
(236,431
|
)
|
Balance as of
September 30,
|
Balance as of
December 31,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Contracted concessional assets cost
|
10,413,330
|
10,633,769
|
||||||
Amortization and impairment
|
(1,806,387
|
)
|
(1,549,499
|
)
|
||||
Total
|
8,606,943
|
9,084,270
|
Balance as of
September 30,
|
Balance as of
December 31,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Evacuación Valdecaballeros, S.L.
|
8,855
|
9,175
|
||||||
Myah Bahr Honaine, S.P.A.(*)
|
42,840
|
43,365
|
||||||
Pectonex, R.F. Proprietary Limited
|
3,081
|
3,244
|
||||||
Evacuación Villanueva del Rey, S.L
|
-
|
-
|
||||||
Total
|
54,776
|
55,784
|
Balance as of
September 30,
2018
|
Balance as of
December 31,
2017
|
|||||||
($ in thousands)
|
||||||||
Fair Value through OCI (Investment in Ten West link)
|
3,157
|
2,088
|
||||||
Derivative assets
|
15,350
|
8,230
|
||||||
Other receivable accounts at amortized cost
|
34,440
|
34,924
|
||||||
Total non-current financial investments
|
52,947
|
45,242
|
||||||
Fair value through profit or loss
|
-
|
1,715
|
||||||
Contracted concessional financial assets
|
145,807
|
131,066
|
||||||
Other receivable accounts at amortized cost
|
91,273
|
77,357
|
||||||
Total current financial investments
|
237,080
|
210,138
|
Balance as of September 30, 2018
|
Balance as of December 31, 2017
|
|||||||||||||||
($ in thousands)
|
Assets
|
Liabilities
|
Assets
|
Liabilities
|
||||||||||||
Derivatives - cash flow hedge
|
15,350
|
266,884
|
8,230
|
329,731
|
• |
Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.
|
• |
Level 2: Fair value is measured based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
|
• |
Level 3: Fair value is measured based on unobservable inputs for the asset or liability.
|
Balance as of
September 30,
|
Balance as of
December 31,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Credit receivables (current)
|
8,256
|
10,544
|
||||||
Total current receivables with related parties
|
8,256
|
10,544
|
||||||
Trade payables (current)
|
39,007
|
63,409
|
||||||
Total current payables with related parties
|
39,007
|
63,409
|
||||||
Credit payables (non-current)
|
78,734
|
141,031
|
||||||
Total non-current payables with related parties
|
78,734
|
141,031
|
For the nine-month period ended
September 30,
|
||||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Services rendered
|
-
|
3,495
|
||||||
Services received
|
(82,506
|
)
|
(82,012
|
)
|
||||
Financial income
|
3,062
|
36
|
||||||
Financial expenses
|
(1,042
|
)
|
(898
|
)
|
Balance as of
September 30,
2018
|
Balance as of
December 31,
2017
|
|||||||
($ in thousands)
|
||||||||
Trade receivables
|
247,216
|
186,728
|
||||||
Tax receivables
|
27,788
|
39,607
|
||||||
Prepayments
|
9,599
|
6,375
|
||||||
Other accounts receivable
|
12,655
|
11,739
|
||||||
Total
|
297,258
|
244,449
|
Balance as of
September 30,
|
Balance as of
December 31,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Non-current
|
622,433
|
574,176
|
||||||
Current
|
19,352
|
68,907
|
||||||
Total Corporate Debt
|
641,785
|
643,083
|
Remainder
of 2018
|
Between
January and
September 2019
|
Between
October and
December 2019
|
2020
|
2021
|
2022
|
Subsequent
years
|
Total
|
|||||||||||||||||||||||||
New Revolving Credit Facility
|
-
|
-
|
-
|
-
|
57,464
|
-
|
-
|
57,464
|
||||||||||||||||||||||||
Note Issuance Facility
|
-
|
-
|
-
|
-
|
-
|
104,033
|
206,934
|
310,967
|
||||||||||||||||||||||||
2017 Credit Facility
|
-
|
11,667
|
-
|
-
|
-
|
-
|
-
|
11,667
|
||||||||||||||||||||||||
2019 Notes
|
7,685
|
-
|
254,002
|
-
|
-
|
-
|
-
|
261,687
|
||||||||||||||||||||||||
Total
|
7,685
|
11,667
|
254,002
|
-
|
57,464
|
104,033
|
206,934
|
641,785
|
Balance as of
September 30,
|
Balance as of
December 31,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Non-current
|
4,908,678
|
5,228,917
|
||||||
Current
|
305,997
|
246,291
|
||||||
Total Project debt
|
5,214,675
|
5,475,208
|
Remainder of 2018
|
||||||||||||||||||||||||||||||||||
Payment of
interests
accrued as of
September 30, 2018
|
Nominal
repayment
|
Between
January and
September 2019
|
Between
October and
December 2019
|
2020
|
2021
|
2022
|
Subsequent
Years
|
Total
|
||||||||||||||||||||||||||
($ in thousands)
|
||||||||||||||||||||||||||||||||||
61,715
|
126,694
|
117,588
|
130,802
|
257,180
|
269,347
|
299,370
|
3,951,979
|
5,214,675
|
Balance as of
September 30,
|
Balance as of
December 31,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Grants
|
1,167,773
|
1,225,877
|
||||||
Other Liabilities
|
485,678
|
410,183
|
||||||
Grant and other non-current liabilities
|
1,653,451
|
1,636,060
|
Balance as
September 30,
|
Balance as
December 31,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Trade accounts payable
|
82,038
|
107,662
|
||||||
Down payments from clients
|
6,387
|
6,466
|
||||||
Other accounts payable
|
45,207
|
41,016
|
||||||
Total
|
133,632
|
155,144
|
- |
On October 17, 2016, ACT received a request for arbitration from the International Court of Arbitration of the International Chamber of Commerce presented by Pemex. Pemex was
requesting compensation for damages caused by a fire that occurred in their facilities during the construction of the ACT cogeneration plant in December 2012, for a total amount of approximately $20 million. On July 5, 2017, Seguros
Inbursa, the insurer of Pemex, joined as a second claimant in the process. In September 2018, the Company was notified that an agreement was reached between insurance companies according to which Atlantica would not have to pay any amount
in relation to this arbitration. The Company expects to receive a formal notification of the final agreement during the fourth quarter of 2018;
|
- |
A number of Abengoa’s subcontractors and insurance companies that issued bonds covering Abengoa’s obligations under such contracts in the United States have included some of
the non-recourse subsidiaries of the Company in the United States as co-defendants in claims against Abengoa. Generally, the subsidiaries of the Company have been dismissed as defendants at early stages of the processes but there remain
pending cases including Arb Inc. with a potential total claim of approximately $33 million and a group of insurance companies that have addressed to a number of Abengoa’s subsidiaries and to Solana (Arizona Solar One) a potential claim
for Abengoa related losses of approximately $20 million that could increase, according to the insurance companies, up to a maximum of up to approximately $200 million if all their exposure resulted in losses. The Company reached an
agreement with Arb Inc. and all but one of the above-mentioned insurance companies, under which they agreed to dismiss their claims in exchange for payments of approximately $6.6 million, which had already been accrued and have been
mostly paid as of October 31, 2018. The insurance company which did not join the agreement has temporarily stopped legal actions against the Company and the Company does not expect to have a material adverse effect.
|
- | In addition, an insurance company covering certain Abengoa’s obligations in Mexico has claimed certain amounts related to a potential loss. This claim is covered by existing indemnities from Abengoa. Nevertheless, the Company has reached an initial agreement under which Atlantica´s maximum theoretical exposure would in any case be limited to approximately $35 million, including $2.5 million to be held in an escrow account. Payments by Atlantica would only happen if and when the actual loss has been confirmed, Abengoa has not fulfilled their obligations and after arbitration, if the Company initiates it. |
For the nine-month period ended September 30,
|
||||||||
Financial income
|
2018 |
2017
|
||||||
($ in thousands)
|
||||||||
Interest income from loans and credits
|
36,556
|
224
|
||||||
Interest rates benefits derivatives: cash flow hedges
|
47
|
907
|
||||||
Total
|
36,603
|
1,131
|
For the nine-month period ended September 30
|
||||||||
Financial expenses
|
2018
|
2017
|
||||||
Expenses due to interest:
|
($ in thousands)
|
|||||||
- Loans from credit entities
|
(191,168
|
)
|
(188,136
|
)
|
||||
- Other debts
|
(63,451
|
)
|
(65,088
|
)
|
||||
Interest rates losses derivatives: cash flow hedges
|
(51,721
|
)
|
(55,346
|
)
|
||||
Total
|
(306,340
|
)
|
(308,570
|
)
|
For the nine-month period ended
September 30,
|
||||||||
Other financial income / (expenses)
|
2018
|
2017
|
||||||
($ in thousands)
|
||||||||
Dividend from ACBH (Brazil)
|
-
|
10,383
|
||||||
Other financial income
|
8,711
|
9,151
|
||||||
Other financial losses
|
(19,850
|
)
|
(18,232
|
)
|
||||
Total
|
(11,139
|
)
|
1,302
|
Other Operating income
|
For the nine-month period ended September 30,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Grants (see Note 16)
|
44,577
|
44,827
|
||||||
Income from various services and insurance proceeds
|
28,682
|
11,672
|
||||||
Income from the purchase of the long-term operation and maintenance payable to Abengoa (see Note 11)
|
38,955
|
-
|
||||||
Total
|
112,214
|
56,499
|
Other Operating expenses
|
For the nine-month period ended September 30,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Leases and fees
|
(1,296
|
)
|
(5,192
|
)
|
||||
Operation and maintenance
|
(108,522
|
)
|
(90,215
|
)
|
||||
Independent professional services
|
(24,877
|
)
|
(19,925
|
)
|
||||
Supplies
|
(19,204
|
)
|
(14,409
|
)
|
||||
Insurance
|
(18,279
|
)
|
(17,782
|
)
|
||||
Levies and duties
|
(35,012
|
)
|
(44,083
|
)
|
||||
Other expenses
|
(10,143
|
)
|
(2,067
|
)
|
||||
Total
|
(217,333
|
)
|
(193,673
|
)
|
Item
|
For the nine-month period ended September 30,
|
|||||||
2018
|
2017
|
|||||||
($ in thousands)
|
||||||||
Profit/ (loss) from continuing operations attributable to Atlantica Yield Plc.
|
120,512
|
42,582
|
||||||
Average number of ordinary shares outstanding (thousands) - basic and diluted
|
100,217
|
100,217
|
||||||
Earnings per share from continuing operations (U.S. dollar per share) - basic and diluted
|
1.20
|
0.42
|
||||||
Earnings per share from profit/(loss) for the period (U.S. dollar per share) - basic
and diluted
|
1.20
|
0.42
|
Nine-month period ended September 30,
|
||||||||||||||||
Revenue by geography
|
2018
|
2017
|
||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
|||||||||||||
North America
|
$
|
294.6
|
35.2
|
%
|
$
|
270.1
|
34.8
|
%
|
||||||||
South America
|
91.8
|
11.0
|
%
|
90.0
|
11.6
|
%
|
||||||||||
EMEA
|
450.5
|
53.8
|
%
|
415.1
|
53.6
|
%
|
||||||||||
Total revenue
|
$
|
836.9
|
100.0
|
%
|
$
|
775.2
|
100.0
|
%
|
Nine-month period ended September 30,
|
||||||||||||||||
Revenue by business sector
|
2018
|
2017
|
||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
|||||||||||||
Renewable energy
|
$
|
652.1
|
77.9
|
%
|
$
|
594.5
|
76.7
|
%
|
||||||||
Efficient natural gas
|
95.4
|
11.4
|
%
|
89.6
|
11.5
|
%
|
||||||||||
Electric transmission lines
|
71.9
|
8.6
|
%
|
71.1
|
9.2
|
%
|
||||||||||
Water
|
17.5
|
2.1
|
%
|
20.0
|
2.6
|
%
|
||||||||||
Total revenue
|
$
|
836.9
|
100
|
%
|
$
|
775.2
|
100.0
|
%
|
Nine-month period ended September 30,
|
||||||||||||||||
Further Adjusted EBITDA by geography
|
2018
|
2017
|
||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
|||||||||||||
North America
|
$
|
272.2
|
92.4
|
%
|
$
|
243.3
|
90.1
|
%
|
||||||||
South America
|
76.2
|
83.0
|
%
|
84.2
|
93.5
|
%
|
||||||||||
EMEA
|
360.0
|
79.9
|
%
|
296.4
|
71.4
|
%
|
||||||||||
Total Further Adjusted EBITDA
|
$
|
708.4
|
84.6
|
%
|
$
|
623.9
|
80.5
|
%
|
Nine-month period ended September 30,
|
||||||||||||||||
Further Adjusted EBITDA by business sector
|
2018
|
2017
|
||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
|||||||||||||
Renewable energy
|
$
|
565.9
|
86.8
|
%
|
$
|
462.6
|
77.8
|
%
|
||||||||
Efficient natural gas
|
71.7
|
75.2
|
%
|
80.0
|
89.2
|
%
|
||||||||||
Electric transmission lines
|
60.5
|
84.0
|
%
|
68.6
|
96.6
|
%
|
||||||||||
Water
|
10.3
|
58.7
|
%
|
12.7
|
63.6
|
%
|
||||||||||
Total Further Adjusted EBITDA
|
$
|
708.4
|
84.6
|
%
|
$
|
623.9
|
80.5
|
%
|
(1) |
Further Adjusted EBITDA is calculated as profit for the period attributable to Atlantica, after adding back loss/(profit) attributable to non-controlling interest from
continued operations, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortization and impairment charges of entities included in the Consolidated Condensed Interim
Financial Statements, and dividends received from our preferred equity investment in ACBH. Further Adjusted EBITDA for the first quarter of 2017 includes compensation received from Abengoa in lieu of ACBH dividends. Further Adjusted
EBITDA is not a measure of performance under IFRS as issued by the IASB and you should not consider Further Adjusted EBITDA as an alternative to operating income or profits or as a measure of our operating performance, cash flows from
operating, investing and financing activities or as a measure of our ability to meet our cash needs or any other measures of performance under generally accepted accounting principles. We believe that Further Adjusted EBITDA is a useful
indicator of our ability to incur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Further Adjusted EBITDA and similar measures are used by different companies for different
purposes and are often calculated in ways that reflect the circumstances of those companies. Further Adjusted EBITDA may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results.
See Note 4 to the Consolidated Condensed Interim Financial Statements.
|
· |
In October 2018, we signed an agreement for expansion of our ATN transmission line by acquiring a 220-kV power
substation and two small transmission lines in Peru. The substation will connect our line to the Shahuindo mine located nearby. The substation is currently under construction with COD scheduled for December 2018. The asset has a
U.S. dollar-denominated 15-year contract in place with Shahuindo mine, a fully owned subsidiary of Tahoe Resources Inc., a company listed in the Toronto and New York stock exchanges. The closing of the transaction is subject to the asset
reaching COD.
|
· |
In addition, we have reached a preliminary agreement for another expansion of ATN consisting of certain transmission assets in Peru. The assets are currently in operation and
will receive dollarized revenues under a long-term contract. Our investment is estimated at approximately $20 million. The final purchase agreement has not been signed yet. Additionally, the closing of the acquisition is subject to the approval by the Peruvian
Competition Authorities.
|
· |
Additionally, in October 2018, we reached a preliminary agreement to acquire Chile TL3, a transmission line
currently in operation in Chile. Our investment is estimated to amount approximately $10 million. The asset has a tariff under the regulation in place in Chile, denominated in U.S. dollars and indexed to U.S. and Chilean inflation rates. The final purchase agreement has not been signed yet.
|
· |
Furthermore, in October 2018 we reached an agreement to acquire Pemex Transportation System (“PTS”), a
natural gas transportation platform located in the Gulf of Mexico, in the same basin as ACT, our efficient natural gas plant. PTS has an installed compression capacity of 450 million standard cubic
feet per day and is currently under construction. The asset will use mature and proven technology. The service agreement signed with Pemex on October 18, 2017 is a “take-or-pay” 11-year term contract starting in 2020, with a possibility
of future extension at the discretion of both parties. The contract requires Pemex to supply PTS with gas for compression, free of charge, and PTS will supply compressed gas back to Pemex. If production exceeds by more than 1% the
guaranteed level, PTS can bill the excess at a different agreed price. The price is fixed and will be periodically adjusted based on US inflation. Pemex has a corporate credit rating of BBB+ by S&P, Baa by Moody’s and BBB+ by Fitch.
|
· |
Finally, we are currently in negotiations with Abengoa under the ROFO Agreement for the potential acquisition of a 51% stake of Tenes, a water desalination plant in Algeria,
similar in several aspects to our Skikda and Honaine plants. Tenes has a capacity of 7 million cubic feet per day to provide water under a water purchase agreement in place with Sonatrach and ADE (Algerienne des Eaux), with a remaining
term of approximately 22 years. It has been in operation since 2015. The tariff structure is based upon plant capacity and water production and price is adjusted monthly based on indexation mechanisms that include local inflation, U.S.
inflation and the exchange rate between the U.S. dollar and local currency. We estimate our investment for acquisition of the 51% equity to amount to approximately $24.5 million. The acquisition is subject to the approval by the Algerian
Administration. At this stage, we cannot guarantee that we will obtain this approval nor the expected timing of such approval.
|
· |
On September 26, 2018, we prepaid $24.4 million, including a prepayment fee, of U.S. dollar denominated project level debt of ATN2, as we had previously announced using
existing cash on hand at Atlantica Yield plc.
|
· |
On February 28, 2017, we completed the acquisition of a 12.5% interest in a 114-mile transmission line in the United States from Abengoa at cost. Total investment is expected
to amount to approximately $10 million.
|
· |
On February 28, 2018, we completed the acquisition of a 4 MW mini-hydroelectric power plant in Peru. Total investment amounted to approximately $9 million.
|
· |
We were recognized as the legal owner of the dividends that we retained from Abengoa and these amounts were recorded as Further Adjusted EBITDA in 2017 ($10.4 million) and in
2016 ($28.0 million).
|
· |
Abengoa recognized a non-contingent credit corresponding to the guarantee it provided regarding the preferred equity investment in ACBH, subject to restructuring. On October
25, 2016, we signed Abengoa’s restructuring agreement and agreed, subject to implementation of the restructuring, to receive 30% of the amount owed to us in the form of tradable notes to be issued by Abengoa (the “Restructured Debt”). The
remaining 70% owed to us was agreed to be received in the form of equity in Abengoa
|
U.S. dollar
average per Euro
|
U.S. dollar
average per ZAR
|
|||||||
Nine-month period ended September 30, 2018
|
1.1947
|
0.07802
|
||||||
Nine-month period ended September 30, 2017
|
1.1136
|
0.07576
|
As of and for the nine-month
period ended September 30,
|
||||||||
Key performance indicator
|
2018
|
2017
|
||||||
Renewable energy
|
||||||||
MW in operation1
|
1,446
|
1,442
|
||||||
GWh produced 2
|
2,555
|
2,577
|
||||||
Efficient natural gas
|
||||||||
MW in operation
|
300
|
300
|
||||||
GWh produced
|
1,714
|
1,787
|
||||||
Availability (%)3
|
99.5
|
%
|
100.4
|
%
|
||||
Electric transmission lines
|
||||||||
Miles in operation
|
1,099
|
1,099
|
||||||
Availability (%)4
|
100.0
|
%
|
97.5
|
%
|
||||
Water
|
||||||||
Mft3 in operation1
|
10.5
|
10.5
|
||||||
Availability (%)4
|
101.8
|
%
|
102.3
|
%
|
(1) |
Represents total installed capacity in assets owned at the end of the period, regardless of our percentage of ownership in each of the assets.
|
(2) |
Includes curtailment production in wind assets for which we receive compensation.
|
(3) |
Electric availability refers to operational MW over contracted MW with Pemex
|
(4) |
Availability refers to actual availability divided by contracted availability
|
Nine-month period ended September 30,
|
||||||||||||
2018
|
2017
|
% Variation
|
||||||||||
($ in millions)
|
||||||||||||
Revenue
|
$
|
836.9
|
$
|
775.2
|
8.0
|
%
|
||||||
Other operating income
|
112.2
|
56.5
|
98.7
|
%
|
||||||||
Raw materials and consumables used
|
(7.6
|
)
|
(11.2
|
)
|
(31.7
|
%)
|
||||||
Employee benefit expenses
|
(15.8
|
)
|
(13.2
|
)
|
19.2
|
%
|
||||||
Depreciation, amortization, and impairment charges
|
(243.8
|
)
|
(236.4
|
)
|
3.1
|
%
|
||||||
Other operating expenses
|
(217.3
|
)
|
(193.7
|
)
|
12.2
|
%
|
||||||
Operating profit
|
$
|
464.5
|
$
|
377.2
|
23.2
|
%
|
||||||
Financial income
|
36.6
|
1.1
|
3,136.3
|
%
|
||||||||
Financial expense
|
(306.3
|
)
|
(308.6
|
)
|
(0.7
|
%)
|
||||||
Net exchange differences
|
1.0
|
(4.3
|
)
|
(124.0
|
%)
|
|||||||
Other financial income/(expense), net
|
(11.1
|
)
|
1.3
|
(955.5
|
%)
|
|||||||
Financial expense, net
|
$
|
(279.8
|
)
|
$
|
(310.5
|
)
|
(9.9
|
%)
|
||||
Share of profit of associates carried under the equity method
|
4.7
|
3.7
|
26.8
|
%
|
||||||||
Profit before income tax
|
$
|
189.4
|
$
|
70.4
|
169.1
|
%
|
||||||
Income tax
|
(59.1
|
)
|
(25.3
|
)
|
133.2
|
%
|
||||||
Profit for the period
|
$
|
130.3
|
$
|
45.1
|
189.3
|
%
|
||||||
Profit attributable to non-controlling interest
|
(9.8
|
)
|
(2.5
|
)
|
297.9
|
%
|
||||||
Profit for the period attributable to the parent company
|
$
|
120.5
|
$
|
42.6
|
183.0
|
%
|
Nine-month period ended September 30,
|
||||||||
Other operating income
|
2018
|
2017
|
||||||
($ in millions)
|
||||||||
Grants
|
$
|
44.6
|
$
|
44.8
|
||||
Income from various services
|
28.7
|
11.7
|
||||||
Income from purchase of long-term O&M payable
|
39.0
|
-
|
||||||
Total
|
$
|
112.3
|
$
|
56.5
|
Nine-month period ended September 30,
|
||||||||||||||||
Other operating expenses
|
2018
|
2017
|
||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
|||||||||||||
Leases and fees
|
$
|
1.3
|
0.2
|
%
|
$
|
5.2
|
0.7
|
%
|
||||||||
Operation and maintenance
|
108.5
|
13.0
|
%
|
90.2
|
11.6
|
%
|
||||||||||
Independent professional services
|
24.9
|
3.0
|
%
|
19.9
|
2.6
|
%
|
||||||||||
Supplies
|
19.2
|
2.3
|
%
|
14.4
|
1.9
|
%
|
||||||||||
Insurance
|
18.3
|
2.2
|
%
|
17.8
|
2.3
|
%
|
||||||||||
Levies and duties
|
35.0
|
4.2
|
%
|
44.1
|
5.7
|
%
|
||||||||||
Other expenses
|
10.1
|
1.2
|
%
|
2.1
|
0.3
|
%
|
||||||||||
Total
|
$
|
217.3
|
26.0
|
%
|
$
|
193.7
|
25.0
|
%
|
Nine-month period ended September 30,
|
||||||||
Financial expense
|
2018
|
2017
|
||||||
($ in millions)
|
||||||||
Loans from credit entities
|
$
|
(191.2
|
)
|
$
|
(188.1
|
)
|
||
Other debts
|
(63.5
|
)
|
(65.1
|
)
|
||||
Interest rates losses derivatives: cash flow hedges
|
(51.7
|
)
|
(55.4
|
)
|
||||
Total
|
$
|
(306.3
|
)
|
$
|
(308.6
|
)
|
Nine-month period ended September 30,
|
||||||||
Other financial income /(expense), net
|
2018
|
2017
|
||||||
($ in millions)
|
||||||||
Dividend from ACBH
|
$
|
-
|
$
|
10.4
|
||||
Other financial income
|
$
|
8.7
|
$
|
9.1
|
||||
Other financial losses
|
(19.8
|
)
|
(18.2
|
)
|
||||
Total
|
$
|
(11.1
|
)
|
$
|
1.3
|
• |
North America;
|
• |
South America; and
|
• |
EMEA.
|
• |
Renewable Energy, which includes our activities related to the production of electricity from concentrating solar power and wind plants;
|
• |
Efficient Natural Gas Power, which includes our activities related to the production of electricity and steam from natural gas;
|
• |
Electric Transmission, which includes our activities related to the operation of electric transmission lines; and
|
• |
Water, which includes our activities related to desalination plants.
|
Nine-month period ended September 30,
|
||||||||||||||||
Revenue by geography
|
2018
|
2017
|
||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
|||||||||||||
North America
|
$
|
294.6
|
35.2
|
%
|
$
|
270.1
|
34.8
|
%
|
||||||||
South America
|
91.8
|
11.0
|
%
|
90.0
|
11.6
|
%
|
||||||||||
EMEA
|
450.5
|
53.8
|
%
|
415.1
|
53.6
|
%
|
||||||||||
Total Revenue
|
$
|
836.9
|
100.0
|
%
|
$
|
775.2
|
100.0
|
%
|
Nine-month period ended September 30,
|
||||||||||||||||
Further Adjusted EBITDA by geography
|
2018
|
2017
|
||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
|||||||||||||
North America
|
$
|
272.2
|
92.4
|
%
|
$
|
243.3
|
90.1
|
%
|
||||||||
South America
|
76.2
|
83.0
|
%
|
84.2
|
93.5
|
%
|
||||||||||
EMEA
|
360.0
|
79.9
|
%
|
296.4
|
71.4
|
%
|
||||||||||
Total Further Adjusted EBITDA
|
$
|
708.4
|
84.6
|
%
|
$
|
623.9
|
80.5
|
%
|
Nine-month period ended September 30,
|
||||||||
Geography
|
2018
|
2017
|
||||||
North America (GWh, volume sold)
|
2,911
|
2,884
|
||||||
South America (miles in operation)
|
1,099
|
1,099
|
||||||
South America (GWh, volume sold) 1
|
252
|
241
|
||||||
EMEA (GWh)
|
1,106
|
1,239
|
||||||
EMEA (capacity in Mft3 per day) 2
|
10.5
|
10.5
|
(1) |
Includes curtailment production in wind assets for which we receive compensation
|
(2) |
Represents total installed capacity in assets owned at the end of the period, regardless of our percentage of ownership in each of the assets
|
Nine-month period ended September 30,
|
||||||||||||||||
Revenue by business sector
|
2018
|
2017
|
||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
|||||||||||||
Renewable energy
|
$
|
652.1
|
77.9
|
%
|
$
|
594.5
|
76.7
|
%
|
||||||||
Efficient natural gas
|
95.4
|
11.4
|
%
|
89.6
|
11.5
|
%
|
||||||||||
Electric transmission lines
|
71.9
|
8.6
|
%
|
71.1
|
9.2
|
%
|
||||||||||
Water
|
17.5
|
2.1
|
%
|
20.0
|
2.6
|
%
|
||||||||||
Total revenue
|
$
|
836.9
|
100.0
|
%
|
$
|
775.2
|
100.0
|
%
|
Nine-month period ended September 30,
|
||||||||||||||||
Further Adjusted EBITDA by business sector
|
2018
|
2017
|
||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
|||||||||||||
Renewable energy
|
$
|
565.9
|
86.8
|
%
|
$
|
462.6
|
77.8
|
%
|
||||||||
Efficient natural gas
|
71.7
|
75.2
|
%
|
80.0
|
89.2
|
%
|
||||||||||
Electric transmission lines
|
60.5
|
84.0
|
%
|
68.6
|
96.6
|
%
|
||||||||||
Water
|
10.3
|
58.7
|
%
|
12.7
|
63.6
|
%
|
||||||||||
Total Further Adjusted EBITDA
|
$
|
708.4
|
84.6
|
%
|
$
|
623.9
|
80.5
|
%
|
Volume sold
|
||||||||
Nine-month period ended September 30,
|
||||||||
Business Sectors
|
2018
|
2017
|
||||||
Renewable Energy (GWh, volume sold) 1
|
2,555
|
2,577
|
||||||
Efficient natural gas (GWh, volume sold)
|
1,714
|
1,787
|
||||||
Electric transmission (miles in operation)
|
1,099
|
1,099
|
||||||
Water (capacity in Mft3 per day) 2
|
10.5
|
10.5
|
(1) |
Includes curtailment production in wind assets for which we receive compensation
|
(2) |
Represents total installed capacity in assets owned at the end of the period, regardless of our percentage of ownership in each of the assets
|
· |
debt service requirements on our existing and future debt;
|
· |
cash dividends to investors; and
|
· |
acquisitions of new companies and operations (see “Item 4.B—Business Overview—Our Growth Strategy” in our Annual Report).
|
· |
On February 28, 2017, we completed the acquisition of a 12.5% interest in a 114-mile transmission line in the United States from Abengoa at cost. We expect our total
investment to be up to $10 million in the coming three years, including the initial amount invested at cost.
|
· |
On February 28, 2018, we completed the acquisition of a 4 MW mini-hydroelectric power plant in Peru for $9 million. We financed the acquisition with available cash on hand.
|
· |
In October 2018, we signed an agreement for an expansion of our ATN transmission line by acquiring a 220-kV
power substation and two small transmission lines in Peru. The closing of the
transaction is subject to the asset reaching COD, which is expected in December 2018. We expect to finance this acquisition with cash on hand.
|
· |
In addition, we have reached a preliminary agreement for another expansion of ATN consisting of certain transmission assets. Our investment is estimated at approximately
$20 million. The final purchase agreement has not been signed yet. Additionally, the closing of the acquisition is subject to the approval by the Peruvian Competition Authorities. We expect to finance this acquisition with cash on hand and available
revolver capacity.
|
· |
In October 2018, we signed a preliminary agreement to acquire Chile TL3, a transmission line in Chile,
our investment is estimated to amount to approximately $10 million. The final purchase agreement has not been signed yet. We expect to finance this acquisition with cash on hand.
|
· |
On October 10, 2018, we reached an agreement to acquire PTS, an efficient natural gas transportation platform in Mexico. In October 2018, we acquired a 5% ownership in the project. Consideration for the initial 5%, which amounts to approximately $7 million will be disbursed progressively as construction progresses. Once the project enters
into operation, which is expected for late 2019 or early 2020, we expect to acquire an additional 65%. Finally, we expect to acquire the remaining 30% one year after COD, subject to final approvals. The total equity investment is
estimated to amount to approximately $150 million. We expect to finance this acquisition with cash on hand and available revolver capacity.
|
· |
In addition, we are currently in negotiations with Abengoa under the ROFO Agreement for the potential acquisition of a 51% stake of Tenes, a water desalination plant in
Algeria. We estimate our investment for acquisition of the 51% equity to amount to approximately $24.5 million. The acquisition is subject to the approval by the Algerian Administration. At this stage, we cannot guarantee that we will
obtain this approval nor the expected timing of such approval. We expect to finance this
acquisition with cash on hand and available revolver capacity.
|
Nine-month period ended September 30,
|
||||||||
2018
|
2017
|
|||||||
($ in millions)
|
||||||||
Gross cash flows from operating activities
|
||||||||
Profit for the period
|
$
|
130.3
|
$
|
45.1
|
||||
Financial expense and non-monetary adjustments
|
494.8
|
528.4
|
||||||
Profit for the period adjusted by financial expense and non-monetary adjustments
|
$
|
625.1
|
$
|
573.5
|
||||
Variations in working capital
|
(97.0
|
)
|
(47.5
|
)
|
||||
Net interest and income tax paid
|
(189.8
|
)
|
$
|
(198.7
|
)
|
|||
Total net cash provided by operating activities
|
$
|
338.3
|
$
|
327.3
|
||||
Net cash provided by investing activities1
|
$
|
36.2
|
$
|
15.7
|
||||
Net cash used in financing activities
|
$
|
(282.1
|
)
|
$
|
(172.5
|
)
|
||
Net increase in cash and cash equivalents
|
92.4
|
170.5
|
||||||
Cash and cash equivalents at the beginning of the period
|
669.4
|
594.8
|
||||||
Translation differences in cash or cash equivalents
|
(17.2
|
)
|
28.8
|
|||||
Cash and cash equivalents at the end of the period
|
$
|
744.6
|
$
|
794.1
|
(1) |
Includes proceeds of $60.8 million received at Solana from Abengoa in relation to the consent with the DOE. See note 6 to the Consolidated Condensed Interim Financial
Statements.
|
• |
project debt in U.S. dollars: between 75% and 100% of the notional amount, maturities until 2032 and average guaranteed interest rates of between 2.32% and 5.27%
|
• |
project debt in euro: between 87% and 100% of the notional amount, maturities until 2030 and average guaranteed interest rates of between 3.20% and 4.87%
|
Balance as of
December 31,
|
||||||||
2017
|
2016
|
|||||||
Maturity
|
||||||||
Up to 3 months
|
186.7
|
151.2
|
||||||
Between 3 and 6 months
|
—
|
—
|
||||||
Total
|
186.7
|
151.2
|
ATLANTICA YIELD PLC
|
|||
Date: November 5, 2018
|
By:
|
/s/ Santiago Seage
|
|
Name:
|
Santiago Seage
|
||
Title:
|
Chief Executive Officer
|