☒ 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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9 | |
Item 2
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41 | |
Item 3
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64 | |
Item 4
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66 | |
PART II – OTHER INFORMATION
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Item 1
|
67 | |
Item 1A
|
67 | |
Item 2
|
68
|
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Item 3
|
69
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Item 4
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69
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Item 5
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69
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Item 6
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69
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|
70
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• |
references to “2019 Notes” refer to the 7.000% Senior Notes due 2019 in an aggregate principal amount of $255 million issued on November 17, 2014, as further described in “Item 5.B—Operating and
Financial Review and Prospects—Liquidity and Capital Resources—Sources of Liquidity—2019 Notes” in our Annual Report;
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• |
references to “2020 Green Private Placement” refer to the €290 million (approximately $320 million) senior secured notes maturing in June 20, 2026 which were issued under a senior secured note purchase
agreement entered with a group of institutional investors as purchasers of the notes issued thereunder as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity
and Capital Resources—Sources of Liquidity—2020 Green Private Placement”;
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• |
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, which became effective upon completion of the Share Sale, that provides us a right of first offer
to purchase any of the AAGES ROFO Assets, as amended and restated from time to time;
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• |
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, unless the context otherwise requires;
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• |
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 present or future contracted assets in renewable energy, efficient natural gas, electric transmission and water of Abengoa that are in operation, and any other renewable energy, efficient natural gas, electric
transmission and water asset that is expected to generate contracted revenue and that Abengoa has transferred to an investment vehicle that are located in the United States, Canada, Mexico, Chile, Peru, Uruguay, Brazil, Colombia and
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 was engaged in the development, construction, investment and management of concessions in
Brazil, comprised mostly of transmission lines and which is currently undergoing a restructuring process in Brazil;
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• |
references to “ACT” refer to the gas-fired cogeneration facility located inside the Nuevo Pemex Gas Processing Facility near the city of Villahermosa in the State of Tabasco, Mexico;
|
• |
references to “Algonquin” refer to, as the context requires, either Algonquin Power & Utilities Corp., a North American diversified generation, transmission and distribution utility, or Algonquin
Power & Utilities Corp. together with its subsidiaries;
|
• |
references to “Algonquin ROFO Agreement” refer to the agreement we entered into with Algonquin on March 5, 2018, which became effective upon completion of the Share Sale, under which Algonquin granted
us a right of first offer to purchase any of the assets offered for sale located outside of the United States or Canada as amended from time to time. See “Item 7.B—Related Party Transactions—Algonquin drop down agreement and Right of
First Offer on assets outside the United States or Canada” in our Annual Report;
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• |
references to “Annual Consolidated Financial Statements” refer to the audited annual consolidated financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018
and 2017, including the related notes thereto, prepared in accordance with IFRS as issued by the IASB (as such terms are defined herein), included in this annual report;
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• |
references to “ASI Operations” refer to ASI Operations LLC;
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• |
references to “ATN” refer to ATN S.A., the operational electric transmission asset in Peru, which is part of the Guaranteed Transmission System;
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• |
references to “ATS” refer to ABY Transmision Sur S.A.;
|
• |
references to “AYES Canada” refer to Atlantica Yield Energy Solutions Canada Inc., a vehicle formed by Atlantica and Algonquin to channel co-investment opportunities;
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• |
references to “Befesa Agua Tenes” refer to Befesa Agua Tenes, S.L.U;
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• |
references to “cash available for distribution” refer to the cash distributions received by the Company from its subsidiaries minus cash expenses of the Company, including debt service and general and
administrative expenses;
|
• |
references to “CESCE” refer to Compañia Española de Seguros de Credito a la Exportacion, S.A. the Spanish Company of Export Credit Insurance;
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• |
references to “CNMC” refer to Comision Nacional de los Mercados y de la Competencia, the Spanish state-owned regulator;
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• |
references to “COD” refer to the commercial operation date of the applicable facility;
|
• |
references to “DOE” refer to the U.S. Department of Energy;
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• |
references to “DTC” refer to The Depository Trust Company;
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• |
references to “EMEA” refer to Europe, Middle East and Africa;
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• |
references to “EPC” refer to engineering, procurement and construction;
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• |
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;
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• |
references to “EU” refer to the European Union;
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• |
references to “Exchange Act” refer to the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder;
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• |
references to “Federal Financing Bank” refer to a U.S. government corporation by that name;
|
• |
references to “Former Revolving Credit Facility” refer to the credit facility entered into on December 3, 2014, among the Company, as borrower, and Banco Santander, S.A., Bank of America, N.A.,
Citigroup Global Markets Limited, HSBC Bank plc and RBC Capital Markets, as joint lead arrangers and joint bookrunners;
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• |
references to “Further Adjusted EBITDA” have the meaning set forth in “Key Metrics” in the section below;
|
• |
references to “Green Project Finance” refer to green project financing agreement entered into between Logrosan, the sub-holding company of Solaben 1/6 and Solaben 2/3, as borrower, and ING
Bank, B.V. and Banco Santander S.A., as lenders, as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital
Resources—Sources of Liquidity—Green Project Finance”;
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• |
references to “gross capacity” refers to the maximum, or rated, power generation capacity, in MW, of a facility or group of facilities, without adjusting for the facility’s power parasitics’
consumption, or by our percentage of ownership interest in such facility as of the date of this annual report;
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• |
references to “GWh” refer to gigawatt hour;
|
• |
references to “IFRIC 12” refer to International Financial Reporting Interpretations Committee’s Interpretation 12—Service Concessions Arrangements;
|
• |
references to “IFRS as issued by the IASB” refer to International Financial Reporting Standards as issued by the International Accounting Standards Board;
|
• |
references to “ITC” refer to investment tax credits;
|
• |
references to “LIBOR” refer to London Interbank Offered Rate;
|
• |
references to “Logrosan” refer to Logrosan Solar Inversiones, S.A.;
|
• |
references to “Monterrey” refer to the 142 MW gas-fired engine facility including 130 MW installed capacity and 12 MW battery capacity, located in, Monterrey, Mexico;
|
• |
references to “Multinational Investment Guarantee Agency” refer to Multinational Investment Guarantee Agency, a financial institution member of the World Bank Group which offers political insurance and
credit enhancement guarantees;
|
• |
references to “MW” refer to megawatts;
|
• |
references to “MWh” refer to megawatt hour;
|
• |
references to “Note Issuance Facility 2017” refer to the senior secured note facility dated February 10, 2017, of €275 million (approximately $308 million), with Elavon Financial Services DAC, UK
Branch, as facility agent and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder;
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• |
references to “Note Issuance Facility 2019” refer to the senior unsecured note facility dated April 30, 2019, of $300 million, with Lucid Agency Services Limited, as facility agent and a group of funds
managed by Westbourne Capital as purchasers of the notes issued thereunder;
|
• |
references to “operation” refer to the status of projects that have reached COD (as defined above);
|
• |
references to “Pemex” refer to Petróleos Mexicanos;
|
• |
references to “PG&E” refer to PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company collectively;
|
• |
references to “PPA” refer to the power purchase agreements through which our power generating assets have contracted to sell energy to various off-takers;
|
• |
references to “PTS” refer to Pemex Transportation System;
|
• |
references to “Revolving Credit Facility” refers to the credit and guaranty agreement with a syndicate of banks entered into on May 10, 2018 and amended on January 24, 2019 and August 2, 2019, providing
for a senior secured revolving credit facility in an aggregate principal amount of $425 million, of which $37.5 million matures on December 31, 2021, and the remaining $387.5 matures on December 31, 2022. The Revolving Credit Facility
replaced tranche A of the Former Revolving Credit Facility, which was repaid in full and cancelled prior to its maturity on June 1, 2018;
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• |
references to “Rioglass” refer to Rioglass Solar Holding, S.A.;
|
• |
references to “ROFO” refer to a right of first offer;
|
• |
references to “ROFO agreements” refer to the AAGES ROFO Agreement, Algonquin ROFO Agreement and Abengoa ROFO Agreement;
|
• |
references to “Solaben Luxembourg” refer to Solaben Luxembourg S.A;
|
• |
references to “U.K.” refer to the United Kingdom;
|
• |
reference to “U.S.” or “United States” refer to the United States of America; and
|
• |
references to “we,” “us,” “our,” “Atlantica” and the “Company” refer to Atlantica Yield plc or Atlantica Sustainable Infrastructure plc and its consolidated subsidiaries, unless the context otherwise
requires.
|
• |
the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur
additional indebtedness going forward;
|
• |
the ability of our counterparties to satisfy their financial commitments or business obligations and our ability to seek new counterparties in a competitive market;
|
• |
risks relating to our activities in areas subject to economic, social and political uncertainties;
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• |
our ability to finance and consummate new acquisitions on favorable terms;
|
• |
risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully;
|
• |
risks related to our reliance on third-party contractors or suppliers;
|
• |
price fluctuations, revocation and termination provisions in our off-take agreements and power purchase agreements;
|
• |
our electricity generation, our projections thereof and factors affecting production, including those related to the COVID-19 outbreak;
|
• |
risks related to our relationship with our shareholders including bankruptcy;
|
• |
our substantial short-term and long-term indebtedness, including additional debt in the future;
|
• |
potential impact of the COVID-19 outbreak on our business, financial condition, results of operations and cash flows;
|
• |
reputational and financial damage caused by our off-taker PG&E and potential default under our project finance agreement due to a breach of our underlying PPA agreement with PG&E; and
|
• |
other factors discussed under “Item 1.A— “Risk Factors” and in our Annual Report under “Item 3.D—Key Information—Risk Factors”.
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As of
March 31,
|
As of
December 31,
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|||||||||||
Note (1)
|
2020
|
2019
|
||||||||||
Assets
|
||||||||||||
Non-current assets
|
||||||||||||
Contracted concessional assets
|
6
|
7,907,329
|
8,161,129
|
|||||||||
Investments carried under the equity method
|
7
|
127,619
|
139,925
|
|||||||||
Financial investments
|
8&9
|
91,757
|
91,587
|
|||||||||
Deferred tax assets
|
157,432
|
147,966
|
||||||||||
Total non-current assets
|
8,284,137
|
8,540,607
|
||||||||||
Current assets
|
||||||||||||
Inventories
|
20,581
|
20,268
|
||||||||||
Trade and other receivables
|
12
|
341,183
|
317,568
|
|||||||||
Financial investments
|
8
|
183,098
|
218,577
|
|||||||||
Cash and cash equivalents
|
690,172
|
562,795
|
||||||||||
Total current assets
|
1,235,034
|
1,119,208
|
||||||||||
Total assets
|
9,519,171
|
9,659,815
|
(1) |
Notes 1 to 22 are an integral part of the consolidated condensed interim financial statements.
|
As of
March 31,
|
As of
December 31,
|
|||||||||||
Note (1)
|
2020
|
2019
|
||||||||||
Equity and liabilities
|
||||||||||||
Equity attributable to the Company
|
||||||||||||
Share capital
|
13
|
10,160
|
10,160
|
|||||||||
Parent company reserves
|
13
|
1,859,142
|
1,900,800
|
|||||||||
Other reserves
|
9
|
43,885
|
73,797
|
|||||||||
Accumulated currency translation differences
|
(111,408
|
)
|
(90,824
|
)
|
||||||||
Retained earnings
|
13
|
(425,968
|
)
|
(385,457
|
)
|
|||||||
Non-controlling interest
|
13
|
193,319
|
206,380
|
|||||||||
Total equity
|
1,569,130
|
1,714,856
|
||||||||||
Non-current liabilities
|
||||||||||||
Long-term corporate debt
|
14
|
779,335
|
695,085
|
|||||||||
Long-term project debt
|
15
|
3,953,432
|
4,069,909
|
|||||||||
Grants and other liabilities
|
16
|
1,622,257
|
1,641,752
|
|||||||||
Related parties
|
11
|
15,609
|
17,115
|
|||||||||
Derivative liabilities
|
9
|
335,396
|
298,744
|
|||||||||
Deferred tax liabilities
|
237,518
|
248,996
|
||||||||||
Total non-current liabilities
|
6,943,547
|
6,971,601
|
||||||||||
Current liabilities
|
||||||||||||
Short-term corporate debt
|
14
|
28,012
|
28,706
|
|||||||||
Short-term project debt
|
15
|
823,760
|
782,439
|
|||||||||
Trade payables and other current liabilities
|
17
|
126,695
|
128,062
|
|||||||||
Income and other tax payables
|
28,027
|
34,151
|
||||||||||
Total current liabilities
|
1,006,494
|
973,358
|
||||||||||
Total equity and liabilities
|
9,519,171
|
9,659,815
|
(1) |
Notes 1 to 22 are an integral part of the consolidated condensed interim financial statements.
|
Note (1)
|
For the three-month period ended March 31,
|
|||||||||||
2020
|
2019
|
|||||||||||
Revenue
|
4
|
210,403
|
221,452
|
|||||||||
Other operating income
|
20
|
29,538
|
26,439
|
|||||||||
Employee benefit expenses
|
(11,717
|
)
|
(5,316
|
)
|
||||||||
Depreciation, amortization, and impairment charges
|
4
|
(109,619
|
)
|
(75,736
|
)
|
|||||||
Other operating expenses
|
20
|
(65,815
|
)
|
(63,486
|
)
|
|||||||
Operating profit
|
52,790
|
103,353
|
||||||||||
Financial income
|
19
|
1,207
|
286
|
|||||||||
Financial expense
|
19
|
(96,008
|
)
|
(101,503
|
)
|
|||||||
Net exchange differences
|
(1,621
|
)
|
866
|
|||||||||
Other financial income/(expense), net
|
19
|
(4,112
|
)
|
1,062
|
||||||||
Financial expense, net
|
(100,534
|
)
|
(99,289
|
)
|
||||||||
Share of profit/(loss) of associates carried under the equity method
|
(668
|
)
|
1,823
|
|||||||||
Profit/(loss) before income tax
|
(48,412
|
)
|
5,887
|
|||||||||
Income tax
|
18
|
10,147
|
(9,577
|
)
|
||||||||
Profit/(loss) for the period
|
(38,265
|
)
|
(3,690
|
)
|
||||||||
Loss/(profit) attributable to non-controlling interests
|
(2,246
|
)
|
(5,267
|
)
|
||||||||
Profit/(loss) for the period attributable to the Company
|
(40,511
|
)
|
(8,957
|
)
|
||||||||
Weighted average number of ordinary shares outstanding (thousands)
|
21
|
101,602
|
100,217
|
|||||||||
Basic and diluted earnings per share (U.S. dollar per share)
|
21
|
(0.40
|
)
|
(0.09
|
)
|
(1) |
Notes 1 to 22 are an integral part of the consolidated condensed interim financial statements.
|
For the three-month period ended March 31,
|
||||||||
2020
|
2019
|
|||||||
Profit/(loss) for the period
|
(38,265
|
)
|
(3,690
|
)
|
||||
Items that may be subject to transfer to income statement
|
||||||||
Change in fair value of cash flow hedges
|
(54,699
|
)
|
(48,764
|
)
|
||||
Currency translation differences
|
(31,425
|
)
|
(22,975
|
)
|
||||
Tax effect
|
13,594
|
12,234
|
||||||
Net income/(expenses) recognized directly in equity
|
(72,530
|
)
|
(59,505
|
)
|
||||
Cash flow hedges
|
14,529
|
14,146
|
||||||
Tax effect
|
(3,632
|
)
|
(3,537
|
)
|
||||
Transfers to income statement
|
10,897
|
10,609
|
||||||
Other comprehensive income/(loss)
|
(61,633
|
)
|
(48,896
|
)
|
||||
Total comprehensive income/(loss) for the period
|
(99,898
|
)
|
(52,586
|
)
|
||||
Total comprehensive (income)/loss attributable to non-controlling interest
|
8,891
|
639
|
||||||
Total comprehensive income/(loss) attributable to the Company
|
(91,007
|
)
|
(51,947
|
)
|
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, 2018
|
10,022
|
2,029,940
|
95,011
|
(449,274
|
)
|
(68,315
|
)
|
1,617,384
|
138,728
|
1,756,112
|
||||||||||||||||||||||
Profit/(loss) for the three -month period after taxes
|
—
|
—
|
—
|
(8,957
|
)
|
—
|
(8,957
|
)
|
5,267
|
(3,690
|
)
|
|||||||||||||||||||||
Change in fair value of cash flow hedges
|
—
|
—
|
(31,984
|
)
|
1,682
|
—
|
(30,302
|
)
|
(4,316
|
)
|
(34,618
|
)
|
||||||||||||||||||||
Currency translation differences
|
—
|
—
|
—
|
—
|
(20,701
|
)
|
(20,701
|
)
|
(2,274
|
)
|
(22,975
|
)
|
||||||||||||||||||||
Tax effect
|
—
|
—
|
8,013
|
—
|
—
|
8,013
|
684
|
8,697
|
||||||||||||||||||||||||
Other comprehensive income
|
—
|
—
|
(23,971
|
)
|
1,682
|
(20,701
|
)
|
(42,990
|
)
|
(5,906
|
)
|
(48,896
|
)
|
|||||||||||||||||||
Total comprehensive income
|
—
|
—
|
(23,971
|
)
|
(7,275
|
)
|
(20,701
|
)
|
(51,947
|
)
|
(639
|
)
|
(52,586
|
)
|
||||||||||||||||||
Capital reduction
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,442
|
)
|
(1,442
|
)
|
||||||||||||||||||||||
Dividend distribution
|
—
|
(37,081
|
)
|
—
|
—
|
—
|
(37,081
|
)
|
—
|
(37,081
|
)
|
|||||||||||||||||||||
Balance as of March 31, 2019
|
10,022
|
1,992,859
|
71,040
|
(456,549
|
)
|
(89,016
|
)
|
1,528,356
|
136,647
|
1,665,003
|
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, 2019
|
10,160
|
1,900,800
|
73,797
|
(385,457
|
)
|
(90,824
|
)
|
1,508,476
|
206,380
|
1,714,856
|
||||||||||||||||||||||
Profit/(loss) for the three -month period after taxes
|
-
|
-
|
-
|
(40,511
|
)
|
-
|
(40,511
|
)
|
2,246
|
(38,265
|
)
|
|||||||||||||||||||||
Change in fair value of cash flow hedges
|
-
|
-
|
(39,775
|
)
|
-
|
-
|
(39,775
|
)
|
(395
|
)
|
(40,170
|
)
|
||||||||||||||||||||
Currency translation differences
|
-
|
-
|
-
|
-
|
(20,584
|
)
|
(20,584
|
)
|
(10,841
|
)
|
(31,425
|
)
|
||||||||||||||||||||
Tax effect
|
-
|
-
|
9,863
|
-
|
-
|
9,863
|
99
|
9,962
|
||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
(29,912
|
)
|
-
|
(20,584
|
)
|
(50,496
|
)
|
(11,137
|
)
|
(61,633
|
)
|
|||||||||||||||||||
Total comprehensive income
|
-
|
-
|
(29,912
|
)
|
(40,511
|
)
|
(20,584
|
)
|
(91,007
|
)
|
(8,891
|
)
|
(99,898
|
)
|
||||||||||||||||||
Dividend distribution
|
-
|
(41,658
|
)
|
-
|
-
|
-
|
(41,658
|
)
|
(4,170
|
)
|
(45,828
|
)
|
||||||||||||||||||||
Balance as of March 31, 2020
|
10,160
|
1,859,142
|
43,885
|
(425,968
|
)
|
(111,408
|
)
|
1,375,811
|
193,319
|
1,569,130
|
For the three-month period ended
March 31,
|
||||||||
2020
|
2019
|
|||||||
I. Profit/(loss) for the period
|
(38,265
|
)
|
(3,690
|
)
|
||||
Financial expense and non-monetary adjustments
|
194,720
|
169,013
|
||||||
II. Profit for the period adjusted by financial expense and non-monetary adjustments
|
156,455
|
165,323
|
||||||
III. Variations in working capital
|
(59,334
|
)
|
(54,509
|
)
|
||||
Net interest and income tax paid
|
(11,436
|
)
|
(13,925
|
)
|
||||
A. Net cash provided by operating activities
|
85,685
|
96,889
|
||||||
Investment in contracted concessional assets*
|
-
|
7,186
|
||||||
Other non-current assets/liabilities
|
(5,938
|
)
|
(26,985
|
)
|
||||
Acquisitions and other financial instruments
|
- |
(2,457
|
)
|
|||||
Dividends received from entities under the equity method
|
5,120
|
-
|
||||||
B. Net cash provided by/(used in) investing activities
|
(818
|
)
|
(22,256
|
)
|
||||
Proceeds from Project & Corporate debt
|
122,821
|
15,000
|
||||||
Repayment of Project & Corporate debt
|
(16,420
|
)
|
(22,574
|
)
|
||||
Dividends paid to Company´s shareholders
|
(41,658
|
)
|
(37,080
|
)
|
||||
Dividends paid to non-controlling interest
|
(4,912
|
)
|
-
|
|||||
C. Net cash provided by/(used in) financing activities
|
59,831
|
(44,654
|
)
|
|||||
Net increase/(decrease) in cash and cash equivalents
|
144,698
|
29,979
|
||||||
Cash and cash equivalents at beginning of the period
|
562,795
|
631,542
|
||||||
Translation differences in cash or cash equivalent
|
(17,321
|
)
|
(6,903
|
)
|
||||
Cash and cash equivalents at end of the period
|
690,172
|
654,618
|
Note 1.- Nature of the business
|
17 |
Note 2.- Basis of preparation
|
21 |
Note 3.- Financial risk management
|
22 |
Note 4.- Financial information by segment
|
23 |
Note 5.- Changes in the scope of the consolidated condensed interim financial statements
|
29 |
Note 6.- Contracted concessional assets
|
30 |
Note 7.- Investments carried under the equity method
|
31 |
Note 8.- Financial Investments
|
32 |
Note 9.- Derivative financial instruments
|
32 |
Note 10.- Fair Value of financial instruments
|
33 |
Note 11.- Related parties
|
33 |
Note 12.- Trade and other receivables
|
34 |
Note 13.- Equity
|
34 |
Note 14.- Corporate debt
|
35 |
Note 15.- Project debt
|
36 |
Note 16.- Grants and other liabilities
|
37 |
Note 17.-Trade payables and other current liabilities
|
38 |
Note 18.- Income tax
|
38 |
Note 19.- Financial income and expenses
|
39 |
Note 20.- Other operating income and expenses
|
39
|
Note 21.- Earnings per share
|
40 |
Note 22.- Subsequent events
|
40 |
-
|
In January 2019, the Company entered into an agreement with Abengoa S.A. (“Abengoa”) under the Abengoa ROFO Agreement for the acquisition of Befesa Agua Tenes, a holding company
which owns a 51% stake in Tenes, a water desalination plant in Algeria. The price agreed for the equity value was $24.5 million, of which $19.9 million were paid in January 2019 as an advanced payment. Closing of the acquisition was
subject to conditions precedent, including approval by the Algerian administration. The conditions precedent set forth in the share purchase agreement were not fulfilled as of September 30, 2019. Therefore, in accordance with the
terms of the share purchase agreement the advanced payment has been converted into a secured loan to be reimbursed by Befesa Agua Tenes, together with 12% per annum interest, through a full cash-sweep of all the dividends generated
to be received from the asset. These dividends would be guaranteed by a right of usufruct over the economic rights and certain political rights and a pledge over the shares of Befesa Agua Tenes, granted by Abengoa to the Company.
The share purchase agreement requires that the repayment occurs no later than September 30, 2031. In October 2019 the Company received a first payment of $7.8 million through the cash sweep mechanism.
|
- |
On April 15, 2019, the Company entered into an agreement to acquire a 30% stake in Monterrey, a 142 MW gas-fired engine facility (“Monterrey”). The acquisition was closed on August 2, 2019, after
conditions precedent were fulfilled, and the Company paid $42 million for the total investment.
|
-
|
On May 9, 2019, the Company entered into a partnership agreement with Algonquin, investing $4.9 million in the equity of a wind farm, Amherst Island, with a 75 MW installed
capacity, owned and operated by Algonquin in Canada.
|
-
|
On August 2, 2019, the Company closed the acquisition of ASI Operations LLC (“ASI Ops”), the company that performs the operation and maintenance services to Solana and Mojave
plants. The consideration paid was $6 million.
|
-
|
On October 22, 2019, the Company closed the acquisition of ATN Expansion 2 from Enel Green Power Perú, for a total equity investment of approximately $20 million, controlling the
asset from this date. Transfer of the concession agreement is pending authorization from the Ministry of Energy in Peru. If this authorization were not to be obtained within an eight-month period from the acquisition date, the
transaction would be reversed with no penalties to Atlantica. Enel Green Power Perú issued a bank guarantee to face this potential repayment obligation to Atlantica.
|
-
|
In April 2020, the Company made an initial investment in the creation of a renewable energy platform in Chile, together with financial partners, where it owns
approximately a 35% stake and has a strategic investor role. The first investment was the acquisition of an approximately 50 MW solar PV plant in an area with excellent solar resource. This asset has been in operation since 2016
demonstrating good operating track record while selling its production in the Chilean power market. The platform intends to make further investments in renewable energy in Chile and to
sign PPAs with credit worthy offtakers. The initial contribution is expected to be $5 million.
|
Assets
|
Type
|
Ownership
|
Location
|
Currency(8)
|
Capacity
(Gross)
|
Counterparty
Credit Ratings(9)
|
COD*
|
Contract
Years
Left(13)
|
Solana
|
Renewable
(Solar)
|
100%
Class B(1)
|
Arizona
(USA)
|
USD
|
280 MW
|
A-/A2/A-
|
2013
|
24
|
Mojave
|
Renewable
(Solar)
|
100%
|
California
(USA)
|
USD
|
280 MW
|
NR/WR/WD
|
2014
|
20
|
Solaben 2 & 3
|
Renewable
(Solar)
|
70%(2)
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2012
|
18/17
|
Solacor 1 & 2
|
Renewable
(Solar)
|
87%(3)
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2012
|
17/17
|
PS10/PS20
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
31 MW
|
A/Baa1/A-
|
2007&
2009
|
12/14
|
Helioenergy 1 & 2
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2011
|
17/17
|
Helios 1 & 2
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2012
|
18/18
|
Solnova 1, 3 & 4
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
3x50 MW
|
A/Baa1/A-
|
2010
|
15/15/16
|
Solaben 1 & 6
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2013
|
19/19
|
Kaxu
|
Renewable
(Solar)
|
51%(4)
|
South
Africa
|
Rand
|
100 MW
|
BB/Ba1/
BB(10)
|
2015
|
15
|
Palmatir
|
Renewable
(Wind)
|
100%
|
Uruguay
|
USD
|
50 MW
|
BBB/Baa2/BBB-(11)
|
2014
|
14
|
Cadonal
|
Renewable
(Wind)
|
100%
|
Uruguay
|
USD
|
50 MW
|
BBB/Baa2/BBB-(11)
|
2014
|
15
|
ACT
|
Efficient
natural gas
|
100%
|
Mexico
|
USD
|
300 MW
|
BBB/ Ba2/
BB-
|
2013
|
13
|
Monterrey
|
Efficient
natural gas
|
30%
|
Mexico
|
USD
|
142 MW
|
Not rated
|
2018
|
19
|
ATN (12)
|
Transmission
line
|
100%
|
Peru
|
USD
|
379 miles
|
BBB+/A3/BBB+
|
2011
|
21
|
ATS
|
Transmission
line
|
100%
|
Peru
|
USD
|
569 miles
|
BBB+/A3/BBB+
|
2014
|
24
|
ATN 2
|
Transmission
line
|
100%
|
Peru
|
USD
|
81 miles
|
Not rated
|
2015
|
13
|
Quadra 1
|
Transmission
line
|
100%
|
Chile
|
USD
|
49 miles
|
Not rated
|
2014
|
15
|
Quadra 2
|
Transmission
line
|
100%
|
Chile
|
USD
|
32 miles
|
Not rated
|
2014
|
15
|
Palmucho
|
Transmission
line
|
100%
|
Chile
|
USD
|
6 miles
|
BBB+/Baa1/
A-
|
2007
|
18
|
Chile TL3
|
Transmission
line
|
100%
|
Chile
|
USD
|
50 miles
|
A+/A1/A
|
1993
|
Regulated
|
Skikda
|
Water
|
34.2%(5)
|
Algeria
|
USD
|
3.5 M
ft3/day
|
Not rated
|
2009
|
14
|
Honaine
|
Water
|
25.5%(6)
|
Algeria
|
USD
|
7 M ft3/
day
|
Not rated
|
2012
|
18
|
Seville PV
|
Renewable
(Solar)
|
80%(7)
|
Spain
|
Euro
|
1 MW
|
A/Baa1/A-
|
2006
|
16
|
Melowind
|
Renewable
(Wind)
|
100%
|
Uruguay
|
USD
|
50MW
|
BBB/Baa2/BBB-
|
2015
|
16
|
Mini-Hydro
|
Renewable
(Hydraulic)
|
100%
|
Peru
|
USD
|
4 MW
|
BBB+/A3/BBB+
|
2012
|
13
|
(1) |
On September 30, 2013, Liberty Interactive Corporation agreed to invest $300 million in Class A shares of ASO Holdings Company LLC, the holding company of Solana, in exchange for a share of the
dividends and the taxable losses generated by Solana (Note 16).
|
(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 Sacyr Agua, S.L. owns the remaining 16.83%.
|
(6) |
Algerian Energy Company, SPA owns 49% of Honaine and Sacyr Agua, S.L. 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) |
Including the acquisition of ATN Expansion 1 & 2.
|
(13) |
As of December 31, 2019.
|
(*) |
Commercial Operation Date.
|
- |
The COVID-19 may affect the operation and maintenance employees of the Company as well as suppliers of operation and maintenance. Furthermore, COVID-19 has caused travel restrictions and significant
disruptions to global supply chains. A prolonged disruption could limit the availability of certain parts required to operate the facilities of the Company and adversely impact the ability of its operation and maintenance suppliers.
If the Company were to experience a shortage of or inability to acquire critical spare parts, it could incur significant delays in returning facilities to full operation.
|
- |
Slowdown of broad sectors of the economy, a general reduction in demand, including demand for commodities and a negative impact on prices of commodities, including electricity, oil and gas. The global
outbreak has also caused significant disruption and volatility in the global financial markets, including the market price of the shares of the Company. Debt and equity markets have also been affected and there have been weeks with a
very low number of new debt and equity issuance transactions. Interest rates for new issuances and spreads with respect to treasury yields have increased significantly. Although all the revenues of the Company are contracted or
regulated, clients may be affected by a reduced demand, lower commodity prices and the turmoil in the credit markets. A reduced demand and low prices persisting over time could cause delays in collections, a deterioration in the
financial situation of the clients of the Company or their bankruptcy.
|
- |
IFRS 3 (Amendment). Definition of Business. This amendment is mandatory for annual periods beginning on or after January 1, 2020 under IFRS-IASB, earlier application is permitted.
|
- |
IAS 1 and IAS 8 (Amendment). Definition of Material. This amendment is mandatory for annual periods beginning on or after January 1, 2020 under IFRS-IASB, earlier application is permitted.
|
- |
IFRS 7 and IFRS 9. Amendments regarding pre-replacement issues in the context of the IBOR reform. These amendments are mandatory for annual periods beginning on or after January 1, 2020 under IFRS-IASB.
|
- |
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.
|
- |
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 1 (Amendment). Classification of liabilities. This amendment is mandatory for annual periods beginning on or after January 1, 2022 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 Adjusted EBITDA by operating segments and business sectors for the three-month periods ended March 31, 2020 and 2019:
|
Revenue
|
Adjusted EBITDA
|
|||||||||||||||
For the three-month period ended
March 31,
|
For the three-month period ended
March 31,
|
|||||||||||||||
($ in thousands)
|
||||||||||||||||
Geography
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
North America
|
59,283
|
60,441
|
51,176
|
50,870
|
||||||||||||
South America
|
35,654
|
33,493
|
28,422
|
28,212
|
||||||||||||
EMEA
|
115,466
|
127,518
|
82,811
|
100,007
|
||||||||||||
Total
|
210,403
|
221,452
|
162,409
|
179,089
|
Revenue
|
Adjusted EBITDA
|
|||||||||||||||
For the three-month period ended
March 31,
|
For the three-month period ended
March 31,
|
|||||||||||||||
($ in thousands)
|
||||||||||||||||
Business sector
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Renewable energy
|
150,793
|
156,817
|
113,491
|
123,484
|
||||||||||||
Efficient natural gas
|
26,403
|
34,009
|
23,540
|
30,476
|
||||||||||||
Electric transmission lines
|
26,608
|
24,867
|
21,538
|
21,650
|
||||||||||||
Water
|
6,599
|
5,759
|
3,840
|
3,479
|
||||||||||||
Total
|
210,403
|
221,452
|
162,409
|
179,089
|
For the three-month period ended
March 31,
($ in thousands)
|
||||||||
2020
|
2019
|
|||||||
Profit/(Loss) attributable to the Company
|
$
|
(40,511
|
)
|
(8,957
|
)
|
|||
(Loss)/Profit attributable to non-controlling interests
|
2,246
|
5,267
|
||||||
Income tax
|
(10,147
|
)
|
9,577
|
|||||
Share of (profits)/losses of associates
|
668
|
(1,823
|
)
|
|||||
Financial expense, net
|
100,534
|
99,289
|
||||||
Depreciation, amortization, and impairment charges
|
109,619
|
75,736
|
||||||
Total segment Adjusted EBITDA
|
$
|
162,409
|
179,089
|
b) |
The assets and liabilities by operating segments (and business sector) as of March 31, 2020 and December 31, 2019 are as follows:
|
North
America
|
South America
|
EMEA
|
Balance as of
March 31,
2020
|
|||||||||||||
($ in thousands)
|
||||||||||||||||
Assets allocated
|
||||||||||||||||
Contracted concessional assets
|
3,238,914
|
1,170,544
|
3,497,872
|
7,907,329
|
||||||||||||
Investments carried under the equity method
|
79,526
|
-
|
48,093
|
127,619
|
||||||||||||
Current financial investments
|
123,186
|
27,814
|
20,084
|
171,084
|
||||||||||||
Cash and cash equivalents (project companies)
|
182,423
|
80,417
|
271,906
|
534,746
|
||||||||||||
Subtotal allocated
|
3,624,049
|
1,278,774
|
3,837,955
|
8,740,778
|
||||||||||||
Unallocated assets
|
||||||||||||||||
Other non-current assets
|
249,189
|
|||||||||||||||
Other current assets (including cash and cash equivalents at holding company level)
|
529,204
|
|||||||||||||||
Subtotal unallocated
|
778,393
|
|||||||||||||||
Total assets
|
9,519,171
|
North
America
|
South America
|
EMEA
|
Balance as of
March 31,
2020
|
|||||||||||||
($ in thousands)
|
||||||||||||||||
Liabilities allocated
|
||||||||||||||||
Long-term and short-term project debt
|
1,689,143
|
886,319
|
2,201,730
|
4,777,192
|
||||||||||||
Grants and other liabilities
|
1,483,240
|
12,615
|
126,402
|
1,622,257
|
||||||||||||
Subtotal allocated
|
3,172,383
|
898,934
|
2,328,132
|
6,399,449
|
||||||||||||
Unallocated liabilities
|
||||||||||||||||
Long-term and short-term corporate debt
|
807,347
|
|||||||||||||||
Other non-current liabilities
|
588,523
|
|||||||||||||||
Other current liabilities
|
154,722
|
|||||||||||||||
Subtotal unallocated
|
1,550,592
|
|||||||||||||||
Total liabilities
|
7,950,041
|
|||||||||||||||
Equity unallocated
|
1,569,130
|
|||||||||||||||
Total liabilities and equity unallocated
|
3,119,722
|
|||||||||||||||
Total liabilities and equity
|
9,519,171
|
North
America
|
South America
|
EMEA
|
Balance as of
December 31,
2019
|
|||||||||||||
($ in thousands)
|
||||||||||||||||
Assets allocated
|
||||||||||||||||
Contracted concessional assets
|
3,299,198
|
1,186,552
|
3,675,379
|
8,161,129
|
||||||||||||
Investments carried under the equity method
|
90,847
|
-
|
49,078
|
139,925
|
||||||||||||
Current financial investments
|
159,267
|
29,190
|
20,673
|
209,131
|
||||||||||||
Cash and cash equivalents (project companies)
|
181,458
|
80,909
|
234,097
|
496,464
|
||||||||||||
Subtotal allocated
|
3,730,771
|
1,296,652
|
3,979,227
|
9,006,649
|
||||||||||||
Unallocated assets
|
||||||||||||||||
Other non-current assets
|
239,553
|
|||||||||||||||
Other current assets (including cash and cash equivalents at holding company level)
|
413,613
|
|||||||||||||||
Subtotal unallocated
|
653,166
|
|||||||||||||||
Total assets
|
9,659,815
|
North
America
|
South America
|
EMEA
|
Balance as of
December 31,
2019
|
|||||||||||||
($ in thousands)
|
||||||||||||||||
Liabilities allocated
|
||||||||||||||||
Long-term and short-term project debt
|
1,676,251
|
884,835
|
2,291,262
|
4,852,348
|
||||||||||||
Grants and other liabilities
|
1,490,679
|
12,864
|
138,209
|
1,641,752
|
||||||||||||
Subtotal allocated
|
3,166,930
|
897,699
|
2,429,471
|
6,494,100
|
||||||||||||
Unallocated liabilities
|
||||||||||||||||
Long-term and short-term corporate debt
|
723,791
|
|||||||||||||||
Other non-current liabilities
|
564,855
|
|||||||||||||||
Other current liabilities
|
162,213
|
|||||||||||||||
Subtotal unallocated
|
1,450,859
|
|||||||||||||||
Total liabilities
|
7,944,959
|
|||||||||||||||
Equity unallocated
|
1,714,856
|
|||||||||||||||
Total liabilities and equity unallocated
|
3,165,715
|
|||||||||||||||
Total liabilities and equity
|
9,659,815
|
Renewable
energy
|
Efficient
natural
gas
|
Electric
transmission
lines
|
Water
|
Balance as of
March 31,
2020
|
||||||||||||||||
($ in thousands)
|
||||||||||||||||||||
Assets allocated
|
||||||||||||||||||||
Contracted concessional assets
|
6,436,376
|
529,540
|
861,725
|
79,688
|
7,907,329
|
|||||||||||||||
Investments carried under the equity method
|
67,789
|
15,469
|
-
|
44,362
|
127,619
|
|||||||||||||||
Current financial investments
|
16,122
|
109,189
|
27,814
|
17,958
|
171,084
|
|||||||||||||||
Cash and cash equivalents (project companies)
|
444,622
|
19,805
|
59,612
|
10,707
|
534,746
|
|||||||||||||||
Subtotal allocated
|
6,964,909
|
674,003
|
949,150
|
152,716
|
8,740,778
|
|||||||||||||||
Unallocated assets
|
||||||||||||||||||||
Other non-current assets
|
249,189
|
|||||||||||||||||||
Other current assets (including cash and cash equivalents at holding company level)
|
529,204
|
|||||||||||||||||||
Subtotal unallocated
|
778,393
|
|||||||||||||||||||
Total assets
|
9,519,171
|
Renewable
energy
|
Efficient
natural
gas
|
Electric
transmission
lines
|
Water
|
Balance as of
March 31,
2020
|
||||||||||||||||
($ in thousands)
|
||||||||||||||||||||
Liabilities allocated
|
||||||||||||||||||||
Long-term and short-term project debt
|
3,584,214
|
523,907
|
647,085
|
21,986
|
4,777,192
|
|||||||||||||||
Grants and other liabilities
|
1,615,004
|
99
|
6,435
|
719
|
1,622,257
|
|||||||||||||||
Subtotal allocated
|
5,199,218
|
524,006
|
653,520
|
22,705
|
6,399,449
|
|||||||||||||||
Unallocated liabilities
|
||||||||||||||||||||
Long-term and short-term corporate debt
|
807,347
|
|||||||||||||||||||
Other non-current liabilities
|
588,523
|
|||||||||||||||||||
Other current liabilities
|
154,722
|
|||||||||||||||||||
Subtotal unallocated
|
1,550,592
|
|||||||||||||||||||
Total liabilities
|
7,950,041
|
|||||||||||||||||||
Equity unallocated
|
1,569,130
|
|||||||||||||||||||
Total liabilities and equity unallocated
|
3,119,722
|
|||||||||||||||||||
Total liabilities and equity
|
9,519,171
|
Renewable
energy
|
Efficient
natural
gas
|
Electric
transmission
lines
|
Water
|
Balance as of
December 31,
2019
|
||||||||||||||||
($ in thousands)
|
||||||||||||||||||||
Assets allocated
|
||||||||||||||||||||
Contracted concessional assets
|
6,644,024
|
559,069
|
872,757
|
85,280
|
8,161,129
|
|||||||||||||||
Investments carried under the equity method
|
77,549
|
17,154
|
-
|
45,222
|
139,925
|
|||||||||||||||
Current financial investments
|
13,798
|
148,723
|
28,237
|
18,373
|
209,131
|
|||||||||||||||
Cash and cash equivalents (project companies)
|
421,198
|
11,850
|
53,868
|
9,548
|
496,464
|
|||||||||||||||
Subtotal allocated
|
7,156,568
|
736,796
|
954,862
|
158,423
|
9,006,649
|
|||||||||||||||
Unallocated assets
|
||||||||||||||||||||
Other non-current assets
|
239,553
|
|||||||||||||||||||
Other current assets (including cash and cash equivalents at holding company level)
|
413,613
|
|||||||||||||||||||
Subtotal unallocated
|
653,166
|
|||||||||||||||||||
Total assets
|
9,659,815
|
Renewable
energy
|
Efficient
natural gas
|
Electric
transmission
lines
|
Water
|
Balance as of
December 31,
2019
|
||||||||||||||||
($ in thousands)
|
||||||||||||||||||||
Liabilities allocated
|
||||||||||||||||||||
Long-term and short-term project debt
|
3,658,507
|
529,350
|
640,160
|
24,331
|
4,852,348
|
|||||||||||||||
Grants and other liabilities
|
1,634,361
|
146
|
6,517
|
728
|
1,641,752
|
|||||||||||||||
Subtotal allocated
|
5,292,868
|
529,495
|
646,677
|
25,059
|
6,494,100
|
|||||||||||||||
Unallocated liabilities
|
||||||||||||||||||||
Long-term and short-term corporate debt
|
723,791
|
|||||||||||||||||||
Other non-current liabilities
|
564,855
|
|||||||||||||||||||
Other current liabilities
|
162,213
|
|||||||||||||||||||
Subtotal unallocated
|
1,450,859
|
|||||||||||||||||||
Total liabilities
|
7,944,959
|
|||||||||||||||||||
Equity unallocated
|
1,714,856
|
|||||||||||||||||||
Total liabilities and equity unallocated
|
3,165,715
|
|||||||||||||||||||
Total liabilities and equity
|
9,659,815
|
c) |
The amount of depreciation, amortization and impairment charges recognized for the three-month periods ended March 31, 2020 and 2019 are as follows:
|
For the three-month period ended
March 31,
|
||||||||
Depreciation, amortization and impairment by geography
|
2020
|
2019
|
||||||
($ in thousands)
|
||||||||
North America
|
(57,121
|
)
|
(26,583
|
)
|
||||
South America
|
(15,572
|
)
|
(11,250
|
)
|
||||
EMEA
|
(36,927
|
)
|
(37,902
|
)
|
||||
Total
|
(109,619
|
)
|
(75,736
|
)
|
For the three-month period ended
March 31,
|
||||||||
Depreciation, amortization and impairment by business sectors
|
2020
|
2019
|
||||||
($ in thousands)
|
||||||||
Renewable energy
|
(71,613
|
)
|
(72,139
|
)
|
||||
Efficient natural gas
|
(26,202
|
)
|
2,537
|
|||||
Electric transmission lines
|
(10,457
|
)
|
(6,134
|
)
|
||||
Water
|
(1,348
|
)
|
-
|
|||||
Total
|
(109,619
|
)
|
(75,736
|
)
|
Asset Acquisition
for the year ended December 31, 2019
|
||||
Concessional assets
|
28,738
|
|||
Investments carried under the equity method
|
113,897
|
|||
Other non-current assets
|
25,342
|
|||
Current assets
|
1,503
|
|||
Deferred tax liabilities
|
(2,539
|
)
|
||
Other current and non-current liabilities
|
(1,512
|
)
|
||
Non-controlling interests
|
(92,303
|
)
|
||
Asset acquisition - purchase price
|
(73,126
|
)
|
||
Net result of the asset acquisition
|
-
|
Balance as of
March 31,
2020
|
Balance as of
December 31,
2019
|
|||||||
($ in thousands)
|
||||||||
Contracted concessional assets cost
|
10,196,131
|
10,384,597
|
||||||
Amortization and impairment
|
(2,288,802
|
)
|
(2,223,468
|
)
|
||||
Total
|
7,907,329
|
8,161,129
|
Balance as of
March 31,
2020
|
Balance as of
December 31,
2019
|
|||||||
($ in thousands)
|
||||||||
Evacuación Valdecaballeros, S.L.
|
2,261
|
2,348
|
||||||
Myah Bahr Honaine, S.P.A.(*)
|
44,362
|
45,222
|
||||||
Pectonex, R.F. Proprietary Limited
|
1,368
|
1,391
|
||||||
ABY Infraestructuras, S.L.
|
20
|
11
|
||||||
Ca Ku A1, S.A.P.I. de CV (PTS)
|
-
|
-
|
||||||
Evacuación Villanueva del Rey, S.L
|
-
|
-
|
||||||
Windlectric Inc (**)
|
64,058
|
73,693
|
||||||
Pemcorp SAPI de CV (***)
|
15,469
|
17,179
|
||||||
Other renewable energy joint ventures (****)
|
81
|
81
|
||||||
Total
|
127,619
|
139,925
|
Balance as of
March 31,
2020
|
Balance as of
December 31,
2019
|
|||||||
($ in thousands)
|
||||||||
Fair Value through OCI (Investment in Ten West link)
|
11,189
|
9,874
|
||||||
Fair Value through Profit and Loss (Investment in Rioglass)
|
4,669
|
7,000
|
||||||
Derivative assets
|
2,923
|
3,182
|
||||||
Other receivable accounts at amortized cost
|
72,976
|
71,531
|
||||||
Total non-current financial investments
|
91,757
|
91,587
|
||||||
Contracted concessional financial assets
|
153,786
|
160,624
|
||||||
Derivative assets
|
4,616
|
2,048
|
||||||
Other receivable accounts at amortized cost
|
24,696
|
55,905
|
||||||
Total current financial investments
|
183,098
|
218,577
|
Balance as of March 31, 2020
|
Balance as of December 31, 2019
|
|||||||||||||||
($ in thousands)
|
Assets
|
Liabilities
|
Assets
|
Liabilities
|
||||||||||||
Interest rate cash flow hedges
|
1,276
|
335,396
|
1,619
|
298,744
|
||||||||||||
Foreign exchange derivative instruments
|
6,264
|
-
|
3,610
|
-
|
||||||||||||
Total
|
7,540
|
335,396
|
5,230
|
298,744
|
• |
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
March 31,
|
Balance as of
December 31,
|
|||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Credit receivables (current)
|
9,496
|
13,350
|
||||||
Total current receivables with related parties
|
9,946
|
13,350
|
||||||
Credit receivables (non-current)
|
22,733
|
21,355
|
||||||
Total non-current receivables with related parties
|
22,733
|
21,355
|
||||||
Credit payables (current)
|
18,450
|
23,979
|
||||||
Total current payables with related parties
|
18,450
|
23,979
|
||||||
Credit payables (non-current)
|
15,609
|
17,115
|
||||||
Total non-current payables with related parties
|
15,609
|
17,115
|
For the three-month period ended
March 31,
|
||||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Financial income
|
584
|
7
|
||||||
Financial expenses
|
(42
|
)
|
(183
|
)
|
Balance as of
March 31,
|
Balance as of
December 31,
|
|||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Trade receivables
|
255,565
|
242,008
|
||||||
Tax receivables
|
32,620
|
50,901
|
||||||
Prepayments
|
32,487
|
5,150
|
||||||
Other accounts receivable
|
20,511
|
19,508
|
||||||
Total
|
341,183
|
317,568
|
Balance as of
March 31,
|
Balance as of
December 31,
|
|||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Non-current
|
779,335
|
695,085
|
||||||
Current
|
28,012
|
28,706
|
||||||
Total Corporate Debt
|
807,347
|
723,791
|
Remainder
of 2020
|
Between
January
and
March
2021
|
Between
April and
December
2021
|
2022
|
2023
|
2024
|
Subsequent
years
|
Total
|
||||||||||||||||||||||||
($ in thousands)
|
|||||||||||||||||||||||||||||||
Note Issuance Facility 2017
|
41
|
-
|
-
|
99,796
|
98,978
|
98,869
|
-
|
297,684
|
|||||||||||||||||||||||
2017 Credit Facility
|
6
|
-
|
9,970
|
-
|
-
|
-
|
-
|
9,976
|
|||||||||||||||||||||||
New Revolving Credit Facility
|
464
|
-
|
-
|
171,467
|
-
|
-
|
-
|
171,931
|
|||||||||||||||||||||||
Note Issuance Facility 2019
|
-
|
-
|
11,073
|
-
|
-
|
-
|
289,182
|
300,255
|
|||||||||||||||||||||||
Commercial Paper
|
27,501
|
-
|
-
|
-
|
-
|
-
|
-
|
27,501
|
|||||||||||||||||||||||
Total
|
28,012
|
-
|
21,043
|
271,263
|
98,978
|
98,869
|
289,182
|
807,347
|
Balance as of
March 31,
|
Balance as of
December 31,
|
|||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Non-current
|
3,953,432
|
4,069,909
|
||||||
Current
|
823,760
|
782,439
|
||||||
Total Project debt
|
4,777,192
|
4,852,348
|
Remainder of 2020
|
||||||||||||||||||||||||||||||||||
Payment of
interests
accrued as of
March 31, 2020
|
Nominal
repayment
|
Between
January and
March 2021
|
Between
April and
December 2021
|
2022
|
2023
|
2024
|
Subsequent
Years
|
Total
|
||||||||||||||||||||||||||
($ in thousands)
|
||||||||||||||||||||||||||||||||||
59,240
|
243,993
|
3,232
|
242,663
|
285,997
|
309,822
|
324,234
|
3,308,013
|
4,777,192
|
Balance as of
March 31,
|
Balance as of
December 31,
|
|||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Grants
|
1,072,758
|
1,087,553
|
||||||
Other Liabilities
|
549,499
|
554,199
|
||||||
Grant and other non-current liabilities
|
1,622,257
|
1,641,752
|
Balance as of
March 31,
|
Balance as of
December 31,
|
|||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Trade accounts payable
|
58,661
|
52,062
|
||||||
Down payments from clients
|
598
|
565
|
||||||
Liberty (Note 16)
|
41,032
|
41,032
|
||||||
Other accounts payable
|
26,404
|
34,403
|
||||||
Total
|
126,695
|
128,062
|
For the three-month period ended March 31,
|
||||||||
Financial income
|
2020
|
2019
|
||||||
($ in thousands)
|
||||||||
Interest income from loans and credits
|
1,116
|
173
|
||||||
Interest rates benefits derivatives: cash flow hedges
|
90
|
113
|
||||||
Total
|
1,207
|
286
|
For the three-month period ended March 31,
|
||||||||
Financial expenses
|
2020
|
2019
|
||||||
Expenses due to interest:
|
($ in thousands)
|
|||||||
- Loans from credit entities
|
(61,388
|
)
|
(63,233
|
)
|
||||
- Other debts
|
(19,136
|
)
|
(23,822
|
)
|
||||
Interest rates losses derivatives: cash flow hedges
|
(15,484
|
)
|
(14,448
|
)
|
||||
Total
|
(96,008
|
)
|
(101,503
|
)
|
For the three-month period ended March 31,
|
||||||||
Other financial income / (expenses)
|
2020
|
2019
|
||||||
($ in thousands)
|
||||||||
Other financial income
|
2,202
|
5,633
|
||||||
Other financial losses
|
(6,315
|
)
|
(4,571
|
)
|
||||
Total
|
(4,112
|
)
|
1,062
|
Other Operating income
|
For the three-month period ended March 31,
|
|||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Grants (Note 16)
|
14,751
|
14,789
|
||||||
Income from various services and insurance proceeds
|
14,787
|
11,650
|
||||||
Total
|
29,538
|
26,439
|
Other Operating expenses
|
For the three-month period ended March 31,
|
|||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Raw materials and consumables used
|
(2,208
|
)
|
(2,913
|
)
|
||||
Leases and fees
|
(660
|
)
|
(731
|
)
|
||||
Operation and maintenance
|
(26,790
|
)
|
(33,817
|
)
|
||||
Independent professional services
|
(10,444
|
)
|
(8,833
|
)
|
||||
Supplies
|
(5,587
|
)
|
(6,865
|
)
|
||||
Insurance
|
(9,204
|
)
|
(6,112
|
)
|
||||
Levies and duties
|
(8,904
|
)
|
(3,069
|
)
|
||||
Other expenses
|
(2,017
|
)
|
(1,146
|
)
|
||||
Total
|
(65,815
|
)
|
(63,486
|
)
|
Item
|
For the three-month period ended March 31,
|
|||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Profit/ (loss) from continuing operations attributable to Atlantica.
|
(40,511
|
)
|
(8,957
|
)
|
||||
Average number of ordinary shares outstanding (thousands) - basic and diluted
|
101,602
|
100,217
|
||||||
Earnings per share from continuing operations (U.S. dollar per share) - basic and diluted
|
(0.40
|
)
|
(0.09
|
)
|
||||
Earnings per share from profit/(loss) for the period (U.S. dollar per share) - basic and diluted
|
(0.40
|
)
|
(0.09
|
)
|
Item 2. |
Three-month period ended March 31,
|
|||||||||||||||||
Revenue by geography
|
2020
|
2019
|
|||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
||||||||||||||
$
|
59.3
|
28.2
|
%
|
$
|
60.5
|
27.3
|
%
|
||||||||||
South America
|
35.7
|
16.9
|
%
|
33.5
|
15.1
|
%
|
|||||||||||
EMEA
|
115.4
|
54.9
|
%
|
127.5
|
57.6
|
%
|
|||||||||||
Total revenue
|
$
|
210.4
|
100.0
|
%
|
$
|
221.5
|
100.0
|
%
|
Three-month period ended March 31,
|
|||||||||||||||||
Revenue by business sector
|
2020
|
2019
|
|||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
||||||||||||||
$
|
150.8
|
71.7
|
%
|
$
|
156.8
|
70.8
|
%
|
||||||||||
Efficient natural gas power
|
26.4
|
12.5
|
%
|
34.0
|
15.4
|
%
|
|||||||||||
Electric transmission lines
|
26.6
|
12.7
|
%
|
24.9
|
11.2
|
%
|
|||||||||||
Water
|
6.6
|
3.1
|
%
|
5.8
|
2.6
|
%
|
|||||||||||
Total revenue
|
$
|
210.4
|
100.0
|
%
|
$
|
221.5
|
100.0
|
%
|
Three-month period ended March 31,
|
|||||||||||||||||
Adjusted EBITDA by geography
|
2020
|
2019
|
|||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
||||||||||||||
$
|
51.2
|
86.3
|
%
|
$
|
50.9
|
84.2
|
%
|
||||||||||
South America
|
28.4
|
79.6
|
%
|
28.2
|
84.2
|
%
|
|||||||||||
EMEA
|
82.8
|
71.8
|
%
|
100.0
|
78.4
|
%
|
|||||||||||
Total Adjusted EBITDA(1)
|
$
|
162.4
|
77.2
|
%
|
$
|
179.1
|
80.9
|
%
|
Three-month period ended March 31,
|
|||||||||||||||||
Adjusted EBITDA by business sector
|
2020
|
2019
|
|||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
||||||||||||||
$
|
113.5
|
75.3
|
%
|
$
|
123.5
|
78.8
|
%
|
||||||||||
Efficient natural gas power
|
23.5
|
89.0
|
%
|
30.5
|
89.6
|
%
|
|||||||||||
Electric transmission lines
|
21.5
|
80.8
|
%
|
21.6
|
86.7
|
%
|
|||||||||||
Water
|
3.9
|
59.1
|
%
|
3.5
|
60.3
|
%
|
|||||||||||
Total Adjusted EBITDA(1)
|
$
|
162.4
|
77.2
|
%
|
$
|
179.1
|
80.9
|
%
|
(1) |
Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, 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 Annual Consolidated Financial Statements and the
Consolidated Condensed Interim Financial Statements. Adjusted EBITDA is not a measure of performance under IFRS as issued by the IASB and you should not consider 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 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. 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. 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.
|
Volume sold and availability levels
Three-month period ended March 31,
|
||||||||
Key performance indicator
|
2020
|
2019
|
||||||
Renewable energy
|
||||||||
1,496
|
1,496
|
|||||||
GWh produced(2)
|
526
|
581
|
||||||
Efficient natural gas power
|
||||||||
MW in operation(3)
|
343
|
300
|
||||||
GWh produced(4)
|
644
|
383
|
||||||
Availability (%)(5)
|
102.4
|
%
|
87.1
|
%
|
||||
Electric transmission lines
|
||||||||
Miles in operation
|
1.166
|
1,152
|
||||||
Availability (%)(6)
|
99.9
|
%
|
99.9
|
%
|
||||
Water
|
||||||||
Mft3 in operation(1)
|
10.5
|
10.5
|
||||||
Availability (%)(6)
|
101.8
|
%
|
99.8
|
%
|
(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 in wind assets for which we receive compensation.
|
(3) |
Includes 43MW corresponding to our 30% share of Monterrey since August 2, 2019.
|
(4) |
GWh produced in the first quarter of 2020 includes 30% production from Monterrey since August 2019. Major maintenance overhaul held in Q1 2019, as scheduled, which reduced production and electric
availability as per the contract.
|
(5) |
Electric availability refers to operational MW over contracted MW.
|
(6) |
Availability refers to actual availability divided by contracted availability.
|
|
Three-month period ended March 31,
|
|||||||||||
|
2020
|
2019
|
% Variation
|
|||||||||
|
($ in millions)
|
|||||||||||
$
|
210.4
|
$
|
221.5
|
(5.0
|
)%
|
|||||||
Other operating income
|
29.5
|
26.4
|
11.7
|
%
|
||||||||
Employee benefit expenses
|
(11.7
|
)
|
(5.3
|
)
|
120.8
|
%
|
||||||
Depreciation, amortization, and impairment charges
|
(109.6
|
)
|
(75.7
|
)
|
44.8
|
%
|
||||||
Other operating expenses
|
(65.8
|
)
|
(63.5
|
)
|
3.6
|
%
|
||||||
Operating profit
|
$
|
52.8
|
$
|
103.4
|
(48.9
|
)%
|
||||||
|
||||||||||||
Financial income
|
1.2
|
0.3
|
300.0
|
%
|
||||||||
Financial expense
|
(96.0
|
)
|
(101.5
|
)
|
(5.4
|
)%
|
||||||
Net exchange differences
|
(1.6
|
)
|
0.9
|
(277.8
|
)%
|
|||||||
Other financial income/(expense), net
|
(4.1
|
)
|
1.0
|
(510.0
|
)%
|
|||||||
Financial expense, net
|
$
|
(100.5
|
)
|
$
|
(99.3
|
)
|
1.2
|
%
|
||||
|
||||||||||||
Share of profit of associates carried under the equity method
|
(0.7
|
)
|
1.8
|
(138.9
|
)%
|
|||||||
Profit/(loss) before income tax
|
$
|
(48.4
|
)
|
$
|
5.9
|
(920.3
|
)%
|
|||||
|
||||||||||||
Income tax
|
10.1
|
(9.6
|
)
|
205.2
|
%
|
|||||||
Profit/(loss) for the period
|
$
|
(38.3
|
)
|
$
|
(3.7
|
)
|
(935.1
|
)%
|
||||
|
||||||||||||
Profit attributable to non-controlling interest
|
(2.2
|
)
|
(5.3
|
)
|
58.5
|
%
|
||||||
Profit/(loss) for the period attributable to the parent company
|
$
|
(40.5
|
)
|
$
|
(9.0
|
)
|
(350.0
|
)%
|
||||
Weighted average number of ordinary shares outstanding (millions)
|
101.6
|
100.2
|
||||||||||
Basic and diluted earnings per share attributable to the parent company (U.S. dollar per share)
|
(0.40
|
)
|
(0.09
|
)
|
||||||||
Dividend paid per share(1)
|
0.41
|
0.37
|
(1) |
On February 26, 2020, our board of directors approved a dividend of $0.41 per share, corresponding to the fourth quarter of 2019, which was paid on March 23, 2020. On February 26, 2019, the board of
directors declared a dividend of $0.37 per share corresponding to the fourth quarter of 2018, which was paid on March 22, 2019.
|
|
Three-month period ended March 31,
|
||||||||
Other operating income
|
2020
|
2019
|
|||||||
|
($ in millions)
|
||||||||
$
|
14.7
|
$
|
14.8
|
||||||
Income from various services
|
14.8
|
11.6
|
|||||||
Total
|
$
|
29.5
|
$
|
26.4
|
|
Three-month period ended March 31,
|
|||||||||||||||
Other operating expenses
|
2020
|
2019
|
||||||||||||||
|
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
||||||||||||
$
|
0.7
|
0.3
|
%
|
$
|
0.8
|
0.3
|
%
|
|||||||||
Operation and maintenance
|
26.8
|
12.7
|
%
|
33.8
|
15.3
|
%
|
||||||||||
Independent professional services
|
10.4
|
4.9
|
%
|
8.8
|
4.0
|
%
|
||||||||||
Supplies
|
5.6
|
2.7
|
%
|
6.9
|
3.1
|
%
|
||||||||||
Insurance
|
9.2
|
4.4
|
%
|
6.1
|
2.8
|
%
|
||||||||||
Levies and duties
|
8.9
|
4.2
|
%
|
3.1
|
1.4
|
%
|
||||||||||
Other expenses
|
2.0
|
1.0
|
%
|
1.1
|
0.5
|
%
|
||||||||||
Raw Materials
|
2.2
|
1.0
|
%
|
2.9
|
1.311
|
%
|
||||||||||
Total
|
$
|
65.8
|
31.3
|
%
|
$
|
63.5
|
28.7
|
%
|
Three-month period ended March 31,
|
|||||||||
Financial income and financial expense
|
2020
|
2019
|
|||||||
$ in millions
|
|||||||||
1.2
|
0.3
|
||||||||
Financial expense
|
(96.0
|
)
|
(101.5
|
)
|
|||||
Net exchange differences
|
(1.6
|
)
|
0.9
|
||||||
Other financial income/(expense), net
|
(4.1
|
)
|
1.0
|
||||||
Financial expense, net
|
(100.5
|
)
|
(99.3
|
)
|
Three-month period ended March 31,
|
|||||||||
Financial expense
|
2020
|
2019
|
|||||||
($ in millions)
|
|||||||||
Interest expense:
|
|||||||||
$
|
(61.4
|
)
|
$
|
(63.2
|
)
|
||||
—Other debts
|
(19.1
|
)
|
(23.8
|
)
|
|||||
Interest rates losses derivatives: cash flow hedges
|
(15.5
|
)
|
(14.5
|
)
|
|||||
Total
|
$
|
(96.0
|
)
|
$
|
(101.5
|
)
|
Three-month period ended March 31,
|
|||||||||
Other financial income /(expense), net
|
2020
|
2019
|
|||||||
($ in millions)
|
|||||||||
$
|
2.2
|
$
|
5.6
|
||||||
Other financial expense
|
(6.3
|
)
|
(4.6
|
)
|
|||||
Total
|
$
|
(4.1
|
)
|
$
|
1.0
|
• |
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, 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 gas compression and transportation; and
|
• |
Water, which includes our activities related to desalination plants.
|
Three-month period ended March 31,
|
|||||||||||||||||
Revenue by geography
|
2020
|
2019
|
|||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
||||||||||||||
$
|
59.3
|
28.2
|
%
|
$
|
60.5
|
27.3
|
%
|
||||||||||
South America
|
35.7
|
16.9
|
%
|
33.5
|
15.1
|
%
|
|||||||||||
EMEA
|
115.4
|
54.9
|
%
|
127.5
|
57.6
|
%
|
|||||||||||
Total revenue
|
$
|
210.4
|
100.0
|
%
|
$
|
221.5
|
100.0
|
%
|
Three-month period ended March 31,
|
|||||||||||||||||
Adjusted EBITDA by geography
|
2020
|
2019
|
|||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
||||||||||||||
$
|
51.2
|
86.3
|
%
|
$
|
50.9
|
84.2
|
%
|
||||||||||
South America
|
28.4
|
79.6
|
%
|
28.2
|
84.2
|
%
|
|||||||||||
EMEA
|
82.8
|
71.8
|
%
|
100.0
|
78.4
|
%
|
|||||||||||
Total Adjusted EBITDA(1)
|
$
|
162.4
|
77.2
|
%
|
$
|
179.1
|
80.9
|
%
|
(1) |
Adjusted EBITDA is calculated as profit/(loss) for the year attributable to the parent company, 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 Annual Consolidated Financial Statements and the
Consolidated Condensed Interim Financial Statements. Adjusted EBITDA is not a measure of performance under IFRS as issued by the IASB, and you should not consider 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 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. 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. Adjusted EBITDA may not be indicative of our historical operating results, nor is it
meant to be predictive of potential future results. See “Item 2— Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics.”
|
Volume produced/availability
|
|||||||||
Three- Month period ended March 31,
|
|||||||||
Volume by geography
|
2020
|
2019
|
|||||||
867
|
567
|
||||||||
North America availability(1)(2)
|
102.4
|
%
|
87.1
|
%
|
|||||
South America (GWh) (3)
|
121
|
114
|
|||||||
South America availability(4)
|
99.9
|
%
|
99.9
|
%
|
|||||
EMEA (GWh)
|
182
|
283
|
|||||||
EMEA availability(4)
|
101.8
|
%
|
99.8
|
%
|
(1) |
GWh produced in the first quarter of 2020 includes 30% production from Monterrey (only for Q1 2020). Major maintenance overhaul held in Q1 2019, as scheduled, which reduced electric production as per
the contract.
|
(2) |
Electric availability refers to operational MW over contracted MW with Pemex. Major maintenance overhaul held in Q1 2019, as scheduled, which reduced electric availability as per the contract.
|
(3) |
Includes curtailment production in wind assets for which we receive compensation.
|
(4) |
Availability refers to actual availability divided by contracted availability.
|
Three-month period ended March 31,
|
|||||||||||||||||
Revenue by business sector
|
2020
|
2019
|
|||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
||||||||||||||
$
|
150.8
|
71.7
|
%
|
$
|
156.8
|
70.8
|
%
|
||||||||||
Efficient natural gas power
|
26.4
|
12.5
|
%
|
34.0
|
15.4
|
%
|
|||||||||||
Electric transmission lines
|
26.6
|
12.7
|
%
|
24.9
|
11.2
|
%
|
|||||||||||
Water
|
6.6
|
3.1
|
%
|
5.8
|
2.6
|
%
|
|||||||||||
Total revenue
|
$
|
210.4
|
100.0
|
%
|
$
|
221.5
|
100.0
|
%
|
Three-month period ended March 31,
|
|||||||||||||||||
Adjusted EBITDA by business sector
|
2020
|
2019
|
|||||||||||||||
$ in
millions
|
% of
revenue
|
$ in
millions
|
% of
revenue
|
||||||||||||||
$
|
113.5
|
75.3
|
%
|
$
|
123.5
|
78.8
|
%
|
||||||||||
Efficient natural gas power
|
23.5
|
89.0
|
%
|
30.5
|
89.7
|
%
|
|||||||||||
Electric transmission lines
|
21.5
|
80.8
|
%
|
21.6
|
86.7
|
%
|
|||||||||||
Water
|
3.8
|
57.6
|
%
|
3.5
|
60.3
|
%
|
|||||||||||
Total Adjusted EBITDA(1)
|
$
|
162.4
|
77.2
|
%
|
$
|
179.1
|
80.9
|
%
|
(1) |
Adjusted EBITDA is calculated as profit/(loss) for the year attributable to the parent company, 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 Annual Consolidated Financial Statements. Adjusted EBITDA is
not a measure of performance under IFRS as issued by the IASB, and you should not consider 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 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. 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. Adjusted EBITDA may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See “Item 2— Management’s
Discussion and Analysis of Financial Condition and Results of Operations —Key Metrics.”
|
Volume produced/availability
|
|||||||||
Year ended March 31,
|
|||||||||
Volume by business sector
|
2020
|
2019
|
|||||||
Renewable energy (GWh) (1)
|
526
|
581
|
|||||||
Efficient natural gas Power (GWh) (2)
|
644
|
383
|
|||||||
Efficient natural gas Power availability(3)
|
102.4
|
%
|
87.1
|
%
|
|||||
Electric transmission availability(4)
|
99.9
|
%
|
99.9
|
%
|
|||||
Water availability(4)
|
101.8
|
%
|
99.8
|
%
|
(1) |
Includes curtailment production in wind assets for which we receive compensation.
|
(2) |
GWh produced in the first quarter of 2020 includes 30% production from Monterrey. Major maintenance overhaul held in 2019 in ACT, as scheduled, which reduced electric production, as per the contract.
|
(3) |
Electric availability refers to operational MW over contracted MW with Pemex. Major overhaul held in Q1and Q2 2019, as scheduled, which reduced the electric availability as per the contract with Pemex
|
(4) |
Availability refers to actual availability divided by contracted availability.
|
• |
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 Business Strategy” in our Annual Report).
|
• |
On February 26, 2019, our board of directors approved a dividend of $0.37 per share. The dividend was paid on March 22, 2019, to shareholders of record as of March 12, 2019.
|
• |
On May 7, 2019, our board of directors approved a dividend of $0.39 per share. The dividend was paid on June 14, 2019, to shareholders of record as of June 3, 2019.
|
• |
On August 2, 2019 our board of directors approved a dividend of $0.40 per share. The dividend was paid on September 13, 2019 to shareholders of record as of August 30, 2019.
|
• |
On November 5, 2019 our board of directors approved a dividend of $0.41 per share. The dividend was paid on December 13, 2019 to shareholders of record as of November 29, 2019.
|
• |
On February 26, 2020, our board of directors approved a dividend of $0.41 per share. The dividend was paid on March 23, 2020, to shareholders of record as of March 12, 2020.
|
• |
On May 6, 2020, our board of directors approved a dividend of $0.41 per share. The dividend is expected to be paid on June 15, 2020, to shareholders of record as of June 1, 2020.
|
Three-month period ended March 31,
|
||||||||
2020
|
2018
|
|||||||
($ in millions)
|
||||||||
Gross cash flows from operating activities
|
||||||||
$
|
(38.3
|
)
|
$
|
(3.7
|
)
|
|||
Financial expense and non-monetary adjustments
|
194.7
|
169.0
|
||||||
Profit for the period adjusted by financial expense and non-monetary adjustments
|
$
|
156.5
|
$
|
165.3
|
||||
Variations in working capital
|
(59.3
|
)
|
(54.5
|
)
|
||||
Net interest and income tax paid
|
(11.4
|
)
|
$
|
(13.9
|
)
|
|||
Total net cash provided by operating activities
|
$
|
85.7
|
$
|
96.9
|
||||
Net cash provided/(used in) investing activities(1)
|
$
|
(0.8
|
)
|
$
|
(22.3
|
)
|
||
Net cash used in financing activities
|
$
|
59.8
|
$
|
(44.7
|
)
|
|||
Net increase/(decrease) in cash and cash equivalents
|
144.7
|
30.0
|
||||||
Cash and cash equivalents at the beginning of the period
|
562.8
|
631.5
|
||||||
Translation differences in cash or cash equivalents
|
(17.3
|
)
|
(6.9
|
)
|
||||
Cash and cash equivalents at the end of the period
|
$
|
690.2
|
$
|
654.6
|
(1) |
Includes proceeds for $7.4 million for the three-month period ended March 31, 2019, related to the amounts received from Abengoa by Solana further to Abengoa’s obligation as EPC Contractor.
|
Item 3. |
• |
Project debt in euro: between 81% and 100% of the notional amount, maturities until 2030 and average guaranteed strike interest rates of between 0.89% and 4.87% and
|
• |
Project debt in U.S. dollars: between 70% and 100% of the notional amount, maturities until 2034 and average guaranteed strike interest rates of between 1.98% and 5.27%.
|
Item 4. |
Item 1. |
Item 1A. |
Risk Factors
|
Item 2. |
Item 3. |
Item 4. |
Item 5. |
Other Information
|
Item 6. |
Exhibits
|
Exhibit No.
|
Description
|
|
Note Purchase Agreement, dated March 20, 2020, between Atlantica Yield plc and a group of institutional investors as purchasers of the notes issued thereunder.
|
ATLANTICA YIELD PLC
|
||
Date: May 7, 2020
|
By:
|
/s/ Santiago Seage
|
Name: Santiago Seage
|
||
Title: Chief Executive Officer
|
Section
|
Heading
|
Page
|
|
Section 1.
|
Authorization of Notes; Increased Interest
|
1
|
|
Section 1.1.
|
Authorization of the Notes
|
1
|
|
Section 1.2.
|
Increased Interest
|
1
|
|
Section 2.
|
Sale and Purchase of Notes
|
2
|
|
Section 3.
|
Closing
|
2
|
|
Section 4.
|
Conditions to Closing
|
2
|
|
Section 4.1.
|
Representations and Warranties
|
2
|
|
Section 4.2.
|
Performance; No Default
|
3
|
|
Section 4.3.
|
Certificates
|
3
|
|
Section 4.4.
|
Opinions of Counsel
|
3
|
|
Section 4.5.
|
Purchase Permitted by Applicable Law, Etc
|
4
|
|
Section 4.6.
|
Sale of Other Notes
|
4
|
|
Section 4.7.
|
Payment of Special Counsel Fees
|
4
|
|
Section 4.8.
|
Private Placement Number
|
4
|
|
Section 4.9.
|
Changes in Corporate Structure
|
4
|
|
Section 4.10.
|
Funding Instructions
|
4
|
|
Section 4.11.
|
Acceptance of Appointment to Receive Service of Process
|
5
|
|
Section 4.12.
|
Collateral Documents and Filings
|
5
|
|
Section 4.13.
|
Note Documents
|
6
|
|
Section 4.14.
|
Repayment of Existing Notes
|
6
|
|
Section 4.15.
|
Note Rating
|
6
|
|
Section 5.
|
Representations and Warranties of the Company
|
6
|
|
Section 5.1.
|
Organization; Power and Authority
|
6
|
|
Section 5.2.
|
Authorization, Etc
|
6
|
|
Section 5.3.
|
Disclosure
|
7 | |
Section 5.4.
|
Organization and Ownership of Shares of Subsidiaries
|
7
|
|
Section 5.5.
|
Financial Statements; Material Liabilities
|
8
|
|
Section 5.6.
|
Compliance with Laws, Other Instruments, Etc
|
8
|
|
Section 5.7.
|
Governmental Authorizations, Etc
|
8
|
|
Section 5.8.
|
Litigation; Observance of Agreements, Statutes and Orders
|
9
|
|
Section 5.9.
|
Taxes
|
9
|
|
Section 5.10.
|
Title to Property; Leases
|
10
|
|
Section 5.11.
|
Licenses, Permits, Etc
|
10
|
|
Section 5.12.
|
Compliance with ERISA
|
10
|
|
Section 5.13.
|
Private Offering by the Note Parties
|
11
|
|
Section 5.14.
|
Use of Proceeds; Margin Regulations
|
12
|
Section 5.15.
|
Existing Indebtedness; Future Liens
|
13
|
|
Section 5.16.
|
Foreign Assets Control Regulations, Etc
|
13
|
|
Section 5.17.
|
Status under Certain Statutes
|
14
|
|
Section 5.18.
|
Environmental Matters
|
14
|
|
Section 5.19.
|
Investments.
|
14
|
|
Section 5.20.
|
Solvency.
|
14
|
|
Section 5.21.
|
Collateral Documents
|
14
|
|
Section 5.22.
|
No Default
|
14
|
|
Section 6.
|
Representations of the Purchasers
|
15
|
|
Section 6.1.
|
Purchase for Investment
|
15
|
|
Section 6.2.
|
Source of Funds
|
15
|
|
Section 7.
|
Information as to Company
|
17
|
|
Section 7.1.
|
Financial and Business Information
|
17
|
|
Section 7.2.
|
Officer’s Certificate
|
20
|
|
Section 7.3.
|
Visitation
|
21
|
|
Section 7.4.
|
Electronic Delivery
|
22
|
|
Section 7.5.
|
Limitation on Disclosure Obligation.
|
23
|
|
Section 8.
|
Payment and Prepayment of the Notes
|
23
|
|
Section 8.1.
|
Maturity
|
23
|
|
Section 8.2.
|
Optional Prepayments with Make‑Whole Amount
|
23
|
|
Section 8.3.
|
Prepayment for Tax Reasons
|
24
|
|
Section 8.4.
|
Prepayment in Connection with a Noteholder Sanctions Event
|
25
|
|
Section 8.5.
|
Mandatory Offer to Prepay without Make‑Whole Amount upon Change in Control
|
27
|
|
Section 8.6.
|
Allocation of Partial Prepayments
|
29
|
|
Section 8.7.
|
Maturity; Surrender, Etc.
|
29
|
|
Section 8.8.
|
Purchase of Notes
|
30
|
|
Section 8.9.
|
Make‑Whole Amount and Modified Make‑Whole Amount
|
30
|
|
Section 8.10.
|
Swap Breakage
|
36
|
|
Section 8.11.
|
Payments Due on Non‑Business Days
|
38 | |
Section 8.12.
|
Prepayments in Connection with Asset Dispositions
|
38
|
|
Section 9.
|
Affirmative Covenants.
|
38
|
|
Section 9.1.
|
Compliance with Laws
|
38
|
|
Section 9.2.
|
Insurance
|
39
|
|
Section 9.3.
|
Maintenance of Properties
|
39
|
|
Section 9.4.
|
Payment of Taxes and Claims
|
39
|
|
Section 9.5.
|
Corporate Existence, Etc
|
39
|
|
Section 9.6.
|
Books and Records
|
40
|
|
Section 9.7.
|
Guarantors; Security
|
40
|
|
Section 9.8.
|
Environmental Laws and Permits
|
43
|
Section 9.9.
|
Maintenance of Listing
|
43
|
|
Section 9.10.
|
Material Contracts
|
43
|
|
Section 9.11.
|
Maintenance of Rating on the Notes
|
43
|
|
Section 9.12.
|
Maintenance of Lien
|
43
|
|
Section 9.13.
|
Further Assurances
|
43
|
|
Section 9.14.
|
Notes to Rank Pari Passu
|
44
|
|
Section 9.15.
|
Most Favored Lender
|
44
|
Section 10.
|
Negative Covenants.
|
46
|
|
Section 10.1.
|
Transactions with Affiliates
|
46
|
|
Section 10.2.
|
Merger, Consolidation, Etc
|
46
|
|
Section 10.3.
|
Line of Business
|
47
|
|
Section 10.4.
|
Economic Sanctions, Etc.
|
47
|
|
Section 10.5.
|
Liens
|
48
|
|
Section 10.6.
|
Financial Covenants
|
50
|
|
Section 10.7.
|
Indebtedness
|
51
|
|
Section 10.8.
|
Investments
|
53
|
|
Section 10.9.
|
Dispositions
|
54
|
|
Section 10.10.
|
Restricted Payments
|
55
|
|
Section 10.11.
|
Amendments of Organization Documents
|
55
|
|
Section 10.12.
|
Accounting Changes
|
56
|
|
Section 10.13.
|
Burdensome Agreements
|
56
|
|
Section 10.14
|
Information Regarding Collateral
|
56
|
|
Section 10.15
|
Subsidiary Indebtedness
|
56
|
|
Section 11.
|
Events of Default
|
57
|
|
Section 12.
|
Remedies on Default, Etc
|
60
|
|
Section 12.1.
|
Acceleration
|
60
|
|
Section 12.2.
|
Other Remedies
|
61
|
|
Section 12.3.
|
Rescission
|
61
|
|
Section 12.4.
|
No Waivers or Election of Remedies, Expenses, Etc
|
61
|
|
Section 13.
|
Tax Indemnification; FATCA Information
|
62
|
|
Section 13.1.
|
Gross‑up
|
62
|
|
Section 13.2.
|
Treaty Clearance
|
64
|
|
Section 13.3.
|
Passport Scheme
|
65
|
|
Section 13.4.
|
Tax Credits, Etc
|
66
|
|
Section 13.5.
|
Qualifying Private Placement Certificate
|
67
|
|
Section 13.6.
|
Noteholder Status Confirmation
|
67
|
|
Section 13.7.
|
FATCA Information
|
67
|
|
Section 13.8.
|
Survival of Obligations
|
68
|
Section 14.
|
Registration; Exchange; Substitution of Notes
|
68
|
|
Section 14.1.
|
Registration of Notes
|
68
|
|
Section 14.2.
|
Transfer and Exchange of Notes
|
68
|
|
Section 14.3.
|
Replacement of Notes
|
68
|
|
Section 15.
|
Payments on Notes
|
69
|
|
Section 15.1.
|
Place of Payment
|
69
|
|
Section 15.2.
|
Payment by Wire Transfer
|
69
|
|
Section 16.
|
Expenses, Etc
|
70
|
|
Section 16.1.
|
Transaction Expenses
|
70
|
|
Section 16.2.
|
Certain Taxes
|
70
|
|
Section 16.3.
|
Survival
|
71
|
|
Section 17.
|
Survival of Representations and Warranties; Entire Agreement
|
71
|
|
Section 18.
|
Amendment and Waiver
|
71
|
|
Section 18.1.
|
Requirements
|
71
|
|
Section 18.2.
|
Solicitation of Holders of Notes
|
72
|
|
Section 18.3.
|
Binding Effect, Etc
|
72
|
|
Section 18.4.
|
Notes Held by Company, Etc
|
72
|
|
Section 19.
|
Notices; English Language
|
73
|
|
Section 20.
|
Reproduction of Documents
|
73
|
|
Section 21.
|
Confidential Information
|
74
|
|
Section 22.
|
Substitution of Purchaser
|
75
|
|
Section 23.
|
Guaranty
|
76
|
|
Section 23.1.
|
Guaranty
|
76
|
|
Section 23.2.
|
Rights of Holders of the Notes
|
76
|
|
Section 23.3.
|
Certain Waivers
|
77
|
|
Section 23.4.
|
Obligations Independent
|
77
|
|
Section 23.5.
|
Subrogation
|
77
|
|
Section 23.6.
|
Termination; Reinstatement
|
78
|
|
Section 23.7.
|
Subordination
|
78
|
|
Section 23.8.
|
Stay of Acceleration
|
78
|
|
Section 23.9.
|
Condition of Company
|
79
|
|
Section 23.10.
|
Payments
|
79
|
|
Section 23.11.
|
Keepwell
|
79
|
|
Section 23.12.
|
Spanish Guarantee Limitations
|
79
|
Section 24.
|
Miscellaneous
|
80
|
|
Section 24.1.
|
Successors and Assigns
|
80
|
|
Section 24.2.
|
Accounting Terms
|
80
|
|
Section 24.3.
|
Severability
|
80
|
|
Section 24.4.
|
Construction, Etc
|
81
|
|
Section 24.5.
|
Counterparts
|
81
|
|
Section 24.6.
|
Governing Law
|
81
|
|
Section 24.7.
|
Jurisdiction and Process; Waiver of Jury Trial
|
81
|
|
Section 24.8.
|
Obligation to Make Payment in Euro
|
83
|
|
Section 24.9.
|
Collateral Matters, Release
|
83
|
Schedule A
|
—
|
Defined Terms
|
Schedule 1
|
—
|
|
Schedule 4.4(a)(i)
|
—
|
Form of Opinion of New York Special Counsel for the Note Parties
|
Schedule 4.4(a)(ii)
|
—
|
Form of Opinion of English Special Counsel for the Note Parties
|
Schedule 4.4(a)(iii)
|
—
|
Form of Opinion of Mexican Special Counsel for the Note Parties
|
Schedule 4.4(a)(iv)
|
—
|
Form of Opinion of Peruvian Special Counsel for the Note Parties
|
Schedule 4.4(a)(v)
|
—
|
Form of Opinion of Spanish Special Counsel for the Note Parties
|
Schedule 4.4(b)
|
—
|
Form of Opinion of New York Special Counsel for the Purchasers
|
—
|
Disclosure Materials
|
|
Schedule 5.4
|
—
|
Subsidiaries of the Company and Ownership of Subsidiary Stock
|
Schedule 5.5
|
—
|
Financial Statements
|
Schedule 5.8
|
—
|
Litigation
|
—
|
Existing Indebtedness; Liens
|
|
—
|
Investments
|
|
Schedule 8.9
|
—
|
Swap Description
|
Schedule 10.13
|
—
|
Burdensome Agreements
|
Exhibit 9.7
|
—
|
Guarantor Accession Agreement
|
Exhibit QPP
|
—
|
Form of QPP Certificate
|
Exhibit TC
|
—
|
Form of TC Certificate
|
Purchaser Schedule
|
—
|
Information Relating to Purchasers
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Section 1. |
Authorization of Notes; Increased Interest.
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Section 2. |
Sale and Purchase of Notes.
|
Section 3. |
Closing.
|
Section 4. |
Conditions to Closing.
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Section 5. |
Representations and Warranties of the Company.
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Section 6. |
Representations of the Purchasers.
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Section 7. |
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Section 8. |
Payment and Prepayment of the Notes.
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
(a)
|
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of the Company and its Subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan), other than Algonquin Power & Utilities Corp. and its Affiliates acquiring or controlling after the date of this Agreement:
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
|
Atlantica Yield plc
|
Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Section 9. |
Affirmative Covenants.
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Section 10.
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Negative Covenants.
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Section 11.
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Events of Default.
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Section 12.
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Remedies on Default, Etc.
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Section 13. |
Tax Indemnification; FATCA Information.
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Section 14. |
Registration; Exchange; Substitution of Notes.
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Atlantica Yield plc
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Note Purchase Agreement
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Section 15. |
Payments on Notes.
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Atlantica Yield plc
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Note Purchase Agreement
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Section 16. |
Expenses, Etc.
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Atlantica Yield plc
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Note Purchase Agreement
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Section 17. |
Survival of Representations and Warranties; Entire Agreement.
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Section 18. |
Amendment and Waiver.
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Section 19. |
Notices.
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Section 20. |
Reproduction of Documents.
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Atlantica Yield plc
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Note Purchase Agreement
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Section 21. |
Confidential Information.
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Atlantica Yield plc
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Note Purchase Agreement
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Section 22. |
Substitution of Purchaser.
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Atlantica Yield plc
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Note Purchase Agreement
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Section 23. |
Guaranty.
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Section 24. |
Miscellaneous.
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Atlantica Yield plc
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Note Purchase Agreement
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Very truly yours,
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Atlantica Yield plc
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By:
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/s/ Santiago Seage
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Name:
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Santiago Seage | ||
Title:
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Director and CEO
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By:
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/s/ Francisco Martinez-Davis
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Name:
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Francisco Martinez-Davis | ||
Title:
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CFO
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Atlantica Yield plc
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Note Purchase Agreement
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ABY Concessions Infrastructures, S.L.U., as Guarantor
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By
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/s/ David Esteban Guitard
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Name:
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David Esteban Guitard
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Title:
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Director
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By
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Name:
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Title:
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ABY Concessions Peru S.A., as Guarantor
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By
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/s/ Antonio Merino Ciudad
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Name:
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Antonio Merino Ciudad | ||
Title:
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Representative
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By
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/s/ Carlos Colón Lasso de la Vega
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Name:
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Carlos Colón Lasso de la Vega | ||
Title:
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Representative
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By
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/s/ Miguel García Ramos Díaz Escobar
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Name:
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Miguel García Ramos Díaz Escobar | ||
Title:
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Representative
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By
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/s/ Jose Jaime Dávila Uribe
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Name:
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Jose Jaime Dávila Uribe
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Title:
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Representative
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Atlantica Yield plc
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Note Purchase Agreement
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ASHUSA Inc., as Guarantor
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By
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/s/ Emiliano García Sanz
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Name:
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Emiliano García Sanz | ||
Title:
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Representative
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By
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/s/ Enrique Guillen
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Name:
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Enrique Guillen | ||
Title:
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Representative
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ASUSHI Inc., as Guarantor
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By
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/s/ Emiliano García Sanz
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Name:
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Emiliano García Sanz | ||
Title:
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Representative
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By
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/s/ Enrique Guillen
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Name:
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Enrique Guillen
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Title:
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Representative
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Atlantica Investments Limited, as Guarantor
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By
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/s/ David Esteban Guitard | ||
Name:
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David Esteban Guitard
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Title:
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Director
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By
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Name:
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Title:
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Atlantica Yield plc
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Note Purchase Agreement
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Voya Retirement Insurance and Annuity Company
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Security Life of Denver Insurance Company
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ReliaStar Life Insurance Company
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ReliaStar Life Insurance Company of New York
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By:
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Voya Investment Management LLC, as Agent
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By:
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/s/ Joshua A. Winchester
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Name: Joshua A. Winchester
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Title: Vice President
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Venerable Insurance and Annuity Company
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BPCE VIE
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Helaba Invest Kapitalanlagegesellschaft mbH
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Brighthouse Life Insurance Company
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Brighthouse Life Insurance Company of NY
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By:
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Voya Investment Management Co. LLC, as Agent
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By:
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/s/ Joshua A. Winchester
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Name: Joshua A. Winchester
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Title: Vice President
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Atlantica Yield plc
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Note Purchase Agreement
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Athene Annuity and Life Company
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By:
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Apollo Insurance Solutions Group LLC, its investment adviser
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By:
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Apollo Capital Management, L.P., its sub adviser
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By:
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Apollo Capital Management GP, LLC, its General Partner
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By:
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/s/ Joseph D. Glatt
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Name:
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Joseph D. Glatt
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Title:
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Vice President
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Athene Annuity & Life Assurance Company
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By:
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Apollo Insurance Solutions Group LLC, its investment adviser
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By:
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Apollo Capital Management, L.P., its sub adviser
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By:
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Apollo Capital Management GP, LLC, its General Partner
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By:
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/s/ Joseph D. Glatt
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Name:
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Joseph D. Glatt
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Title:
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Vice President
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Atlantica Yield plc
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Note Purchase Agreement
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Metropolitan Life Insurance Company
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By:
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MetLife Investments Limited, Its Investment Manager
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Metropolitan Tower Life Insurance Company
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By:
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MetLife Investments Limited, Its Investment Manager
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By:
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/s/ Annette Bannister
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Name:
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Annette Bannister
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Title:
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Authorised Signatory
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Brighthouse Life Insurance Company
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By:
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MetLife Investment Management, LLC, Its Investment Manager
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Brighthouse Life Insurance Company of NY
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By:
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MetLife Investment Management, LLC, Its Investment Manager
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By:
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/s/ Jason Rothenberg
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Name:
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Jason Rothenberg | |
Title:
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Authorised Signatory
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Symetra Life Insurance Company
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By:
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MetLife Investment Management, LLC, Its Investment Manager
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By:
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/s/ Jason Rothenberg
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Name:
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Jason Rothenberg | |
Title:
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Authorised Signatory
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Atlantica Yield plc
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Note Purchase Agreement
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Pacific Life Insurance Company
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||
By:
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/s/ Edwin J. Ferrell
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Name: Edwin J. Ferrell
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Title: Vice President
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Atlantica Yield plc
|
Note Purchase Agreement
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Massachusetts Mutual Life Insurance Company
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||
By:
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Baring International Investment Limited as Investment Manager
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By:
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/s/ P. Welman
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Name:
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P. Welman | |
Title:
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Managing Director
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C.M. Life Insurance Company
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||
By:
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Baring International Investment Limited as Investment Manager
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By:
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/s/ P. Welman
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Name:
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P. Welman | |
Title:
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Managing Director
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Atlantica Yield plc
|
Note Purchase Agreement
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Novo Banco, S.A.
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By:
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/s/ Felipe Blanco
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Name:
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Felipe Blanco
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Title:
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Authorised Signatory
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By:
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/s/ Rui Castro
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Name:
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Rui Castro
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Title:
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Authorised Signatory
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(a) |
a holder of a Note which has delivered a QPP Certificate to the Company which was not, and has not become, a withdrawn certificate or a cancelled certificate for the purposes of the QPP Regulations;
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(c) |
a holder of a Note which is (i) treated as a resident of the United States of America for the purposes of the UK/US Double Taxation Treaty; (ii) does not carry on a business in the United Kingdom through a permanent
establishment with which the holder’s holding of the Note is effectively connected; and (iii) meets all other conditions in the UK/US Double Taxation Treaty for full exemption from withholding tax on interest; or
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(d) |
a UK Qualifying Holder.
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(a) |
is treated as a resident of a Treaty State for the purposes of the Treaty;
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(b) |
does not carry on a business in the United Kingdom through a permanent establishment with which that holder’s holding of the Notes is effectively connected; and
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(c) |
fulfils any conditions which must be fulfilled under the Treaty by residents of the Treaty State to obtain full exemption from United Kingdom taxation on interest (subject to the completion of procedural formalities).
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(a) |
a company resident in the United Kingdom for United Kingdom tax purposes; or
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(b) |
a partnership each member of which is:
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(i)
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a company so resident in the United Kingdom; or
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(c) |
a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the
chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) of that company.
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