The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC
INDEX TO FINANCIAL STATEMENTS
Annual Consolidated Financial Statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018
Report of Ernst and Young, S.L.
|
F-1
|
Report of Deloitte, S.L.
|
F-6
|
Consolidated statements of financial position as of December 31, 2020 and 2019
|
F-7
|
Consolidated income statements for the years ended December 31, 2020, 2019 and 2018
|
F-9
|
Consolidated financial statements of comprehensive income for the years ended December 31, 2020, 2019 and 2018
|
F-10
|
Consolidated statements of changes in equity for the years ended December 31, 2020, 2019 and 2018
|
F-11
|
Consolidated cash flow statements for the years ended December 31, 2020, 2019 and 2018
|
F-14
|
Notes to the annual consolidated financial statements
|
F-15
|
Appendix I: Entities included in the Group as subsidiaries as of December 31, 2020 and 2019
|
F-57
|
Appendix II: Investments recorded under the equity method as of December 31, 2020
|
F-61
|
Appendix III-1 and Appendix III-2: Projects subject to the application of IFRIC 12 interpretation based on the concession of services as of December 31, 2020 and 2019
|
F-63
|
Appendix IV: Additional Information of Subsidiaries including material Non-controlling interest as of December 31, 2020
|
F-80
|
Appendix V (Schedule I): Condensed Financial Statements of Atlantica Sustainable Infrastructure plc
|
F-82
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Atlantica Sustainable Infrastructure plc:
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Atlantica Sustainable Infrastructure plc (the “Company”) as of December 31, 2020 and 2019,
the related consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flows statement, for each of the two years in the period ended December 31,
2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December
31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with International Financial Reporting Standards as issued by International Accounting
Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2021 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Recoverability assessment of contracted concessional assets
Description of the
Matter
|
At December 31, 2020, the Company's revenues, totaling $ 1,013 million, were derived exclusively from its assets across a range of different geographies. The most significant assets and technologies of the Company are renewable
energy, efficient natural gas, transmission lines and water assets. As described in Note 6 to the consolidated financial statements, these assets are referred to as “contracted concessional assets”, totaling $ 8,155 million at December
31, 2020, which are primarily classified as intangible assets or as financial assets, depending on the nature of the payment entitlements established in the agreement. Revenue derived from the Company's contracted concessional assets
are governed by power purchase agreements (“PPAs”) with the Company's customers, known as “off-takers” or by regulation.
As indicated in Note 2 to the consolidated financial statements, the Company reviews its contracted concessional assets for impairment indicators whenever events or changes in circumstances (“triggering events”) indicate that the
carrying amounts of the assets or group of assets may not be recoverable, or previous impairment losses are no longer adequate. As discussed in Note 6, management identified triggering events at the
Solana asset located in the United States along with certain assets located in Uruguay and Spain.
Auditing the Company’s recoverability assessment related to the contracted concessional assets involves significant judgment in determining whether a triggering event occurred and, if an event did occur, in the assumptions used by
management in the determination if an impairment should be recorded or reversed. The main inputs considered when evaluating the triggering events include the performance of the plants in relation to external conditions such as weather
and technology changes, as well as legal and tax changes and financial conditions, among others. As indicated in Note 6, significant assumptions which required substantial judgement or estimation used in the impairment calculations of
the assets referred above, include: discount rates and projections considering real data based on energy generation, contract terms, and changes in both, projected energy selling prices and costs.
|
How We
Addressed the
Matter in Our
Audit
|
We obtained an understanding of the Company's process related to the recoverability assessment of the Company's contracted concessional assets. We evaluated the design and tested the operating effectiveness of the controls for
identifying and evaluating potential impairment indicators or triggering events.
To test the Company’s impairment indicators identified for all contracted concessional assets, our audit procedures included, among others, validating the inputs and assumptions used by management by comparing actual energy
generated versus budget, obtaining updates on regulatory matters on all significant locations and evaluating the financial situation of the off-takers.
For those assets where triggering events were present (Solana (US Asset) and certain assets in Spain and Uruguay), we evaluated the design and tested the operating effectiveness of controls over the current year impairment
calculation, including management’s review of the significant assumptions used.
As part of our audit procedures, we assessed the appropriateness of the main inputs used in the cash flow projections by comparing the future performance of the assets to their historical production and evaluating the consistency
of the actual incomes and costs versus budget for the year 2020, as well as the adequacy of the related disclosures in the Company’s financial statements. For the discount rate, we involved our specialists to assist us in
recalculating and developing a range of discount rates, which we compared to those used by the Company. Finally, we also developed an independent sensitivity analysis through the performance of various stress tests on the primary
assumptions used by management, including energy generation and discount rates used in the models.
|
/s/ ERNST & YOUNG, S.L.
|
|
We have served as the Company's auditor since 2019
|
|
Madrid, Spain
|
|
February 27, 2021
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Atlantica Sustainable Infrastructure plc:
Opinion on Internal Control over Financial Reporting
We have audited Atlantica Sustainable Infrastructure plc’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Atlantica Sustainable Infrastructure plc (the Company) maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated February 27, 2021, expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting section
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ ERNST & YOUNG, S.L.
|
|
Madrid, Spain
|
|
February 27, 2021
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Atlantica Sustainable Infrastructure plc:
Opinion on the Financial Statements
We have audited the accompanying consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement of Atlantica
Sustainable Infrastructure plc and subsidiaries (the "Company") for the year ended December 31, 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the
financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2018 in conformity with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Deloitte, S.L.
|
|
|
|
Madrid, Spain
|
|
|
|
February 26, 2019
|
|
We began serving as the Company’s auditor in 2014. In 2019, we became the predecessor auditor.
Consolidated statements of financial position as of December 31, 2020 and 2019
Amounts in thousands of U.S. dollars
|
|
|
|
|
As of December 31,
|
|
|
|
Note (1)
|
|
|
2020
|
|
|
2019
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
Contracted concessional assets
|
|
|
6
|
|
|
|
8,155,418
|
|
|
|
8,161,129
|
|
Investments carried under the equity method
|
|
|
7
|
|
|
|
116,614
|
|
|
|
139,925
|
|
Other receivables accounts
|
|
|
8
|
|
|
|
88,655
|
|
|
|
88,405
|
|
Derivative assets
|
|
|
8&9
|
|
|
|
1,099
|
|
|
|
3,182
|
|
Financial investments
|
|
|
8
|
|
|
|
89,754
|
|
|
|
91,587
|
|
Deferred tax assets
|
|
|
18
|
|
|
|
152,290
|
|
|
|
147,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets
|
|
|
|
|
|
|
8,514,076
|
|
|
|
8,540,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
|
|
|
23,958
|
|
|
|
20,268
|
|
Trade receivables
|
|
|
11
|
|
|
|
258,087
|
|
|
|
242,008
|
|
Credits and other receivables
|
|
|
11
|
|
|
|
73,648
|
|
|
|
75,560
|
|
Trade and other receivables
|
|
|
8&11
|
|
|
|
331,735
|
|
|
|
317,568
|
|
Financial investments
|
|
|
8
|
|
|
|
200,084
|
|
|
|
218,577
|
|
Cash and cash equivalents
|
|
|
8&12
|
|
|
|
868,501
|
|
|
|
562,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
|
|
|
|
1,424,278
|
|
|
|
1,119,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
9,938,354
|
|
|
|
9,659,815
|
|
(1)
|
Notes 1 to 23 are an integral part of the consolidated financial statements
|
Consolidated statements of financial position as of December 31, 2020 and 2019
Amounts in thousands of U.S. dollars
|
|
|
|
|
As of December 31,
|
|
|
|
Note (1)
|
|
|
2020
|
|
|
2019
|
|
Equity and liabilities
|
|
|
|
|
|
|
|
|
|
Equity attributable to the Company
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
13
|
|
|
|
10,667
|
|
|
|
10,160
|
|
Share premium
|
|
|
13
|
|
|
|
1,011,743
|
|
|
|
1,011,743
|
|
Capital reserves
|
|
|
13
|
|
|
|
881,745
|
|
|
|
889,057
|
|
Other reserves
|
|
|
9
|
|
|
|
96,641
|
|
|
|
73,797
|
|
Accumulated currency translation differences
|
|
|
13
|
|
|
|
(99,925
|
)
|
|
|
(90,824
|
)
|
Accumulated deficit
|
|
|
13
|
|
|
|
(373,489
|
)
|
|
|
(385,457
|
)
|
Non-controlling interest
|
|
|
13
|
|
|
|
213,499
|
|
|
|
206,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
|
|
|
|
1,740,881
|
|
|
|
1,714,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term corporate debt
|
|
|
14
|
|
|
|
970,077
|
|
|
|
695,085
|
|
Borrowings
|
|
|
|
|
|
|
3,862,068
|
|
|
|
3,351,780
|
|
Notes and bonds
|
|
|
|
|
|
|
1,063,200
|
|
|
|
718,129
|
|
Long-term project debt
|
|
|
15
|
|
|
|
4,925,268
|
|
|
|
4,069,909
|
|
Grants and other liabilities
|
|
|
16
|
|
|
|
1,229,767
|
|
|
|
1,658,867
|
|
Derivative liabilities
|
|
|
9
|
|
|
|
328,184
|
|
|
|
298,744
|
|
Deferred tax liabilities
|
|
|
18
|
|
|
|
260,923
|
|
|
|
248,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities
|
|
|
|
|
|
|
7,714,219
|
|
|
|
6,971,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term corporate debt
|
|
|
14
|
|
|
|
23,648
|
|
|
|
28,706
|
|
Borrowings
|
|
|
|
|
|
|
261,788
|
|
|
|
754,135
|
|
Notes and bonds
|
|
|
|
|
|
|
50,558
|
|
|
|
28,304
|
|
Short-term project debt
|
|
|
15
|
|
|
|
312,346
|
|
|
|
782,439
|
|
Trade payables and other current liabilities
|
|
|
17
|
|
|
|
92,557
|
|
|
|
128,062
|
|
Income and other tax payables
|
|
|
|
|
|
|
54,703
|
|
|
|
34,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
|
|
|
|
483,254
|
|
|
|
973,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
|
|
|
|
|
9,938,354
|
|
|
|
9,659,815
|
|
(1)
|
Notes 1 to 23 are an integral part of the consolidated financial statements
|
Consolidated income statements for the years ended December 31, 2020, 2019 and 2018
Amounts in thousands of U.S. dollars
|
|
Note (1)
|
|
|
For the year ended December 31,
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Revenue
|
|
|
4
|
|
|
|
1,013,260
|
|
|
|
1,011,452
|
|
|
|
1,043,822
|
|
Other operating income
|
|
|
20
|
|
|
|
99,525
|
|
|
|
93,774
|
|
|
|
132,557
|
|
Employee benefit expenses
|
|
|
20
|
|
|
|
(54,464
|
)
|
|
|
(32,246
|
)
|
|
|
(15,130
|
)
|
Depreciation, amortization, and impairment charges
|
|
|
6
|
|
|
|
(408,604
|
)
|
|
|
(310,755
|
)
|
|
|
(362,697
|
)
|
Other operating expenses
|
|
|
20
|
|
|
|
(276,666
|
)
|
|
|
(261,776
|
)
|
|
|
(310,642
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
|
|
|
|
373,051
|
|
|
|
500,449
|
|
|
|
487,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income
|
|
|
21
|
|
|
|
7,052
|
|
|
|
4,121
|
|
|
|
36,444
|
|
Financial expense
|
|
|
21
|
|
|
|
(378,386
|
)
|
|
|
(407,990
|
)
|
|
|
(425,019
|
)
|
Net exchange differences
|
|
|
21
|
|
|
|
(1,351
|
)
|
|
|
2,674
|
|
|
|
1,597
|
|
Other financial income/(expense), net
|
|
|
21
|
|
|
|
40,875
|
|
|
|
(1,153
|
)
|
|
|
(8,235
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expense, net
|
|
|
|
|
|
|
(331,810
|
)
|
|
|
(402,348
|
)
|
|
|
(395,213
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profit of associates carried under the equity method
|
|
|
7
|
|
|
|
510
|
|
|
|
7,457
|
|
|
|
5,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax
|
|
|
|
|
|
|
41,751
|
|
|
|
105,558
|
|
|
|
97,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
18
|
|
|
|
(24,877
|
)
|
|
|
(30,950
|
)
|
|
|
(42,659
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
|
|
|
|
|
16,874
|
|
|
|
74,608
|
|
|
|
55,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to non-controlling interests
|
|
|
|
|
|
|
(4,906
|
)
|
|
|
(12,473
|
)
|
|
|
(13,673
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year attributable to the Company
|
|
|
|
|
|
|
11,968
|
|
|
|
62,135
|
|
|
|
41,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares outstanding (thousands) - basic
|
|
|
22
|
|
|
|
101,879
|
|
|
|
101,063
|
|
|
|
100,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares outstanding (thousands) - diluted
|
|
|
22
|
|
|
|
103,392
|
|
|
|
101,063
|
|
|
|
100,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (U.S. dollar per share)
|
|
|
22
|
|
|
|
0.12
|
|
|
|
0.61
|
|
|
|
0.42
|
|
Diluted earnings per share (U.S. dollar per share)
|
|
|
22
|
|
|
|
0.12
|
|
|
|
0.61
|
|
|
|
0.42
|
|
(1)
|
Notes 1 to 23 are an integral part of the consolidated financial statements
|
Consolidated statements of comprehensive income for the years ended December 31, 2020, 2019 and 2018
Amounts in thousands of U.S. dollars
|
|
|
|
|
For the year ended December 31,
|
|
|
|
Note (1)
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Profit for the year
|
|
|
|
|
|
16,874
|
|
|
|
74,608
|
|
|
|
55,269
|
|
Items that may be subject to transfer to income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of cash flow hedges
|
|
|
|
|
|
(26,272
|
)
|
|
|
(81,713
|
)
|
|
|
(40,220
|
)
|
Currency translation differences
|
|
|
|
|
|
(9,947
|
)
|
|
|
(22,284
|
)
|
|
|
(57,628
|
)
|
Tax effect
|
|
|
|
|
|
5,897
|
|
|
|
20,088
|
|
|
|
6,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net expenses recognized directly in equity
|
|
|
|
|
|
(30,322
|
)
|
|
|
(83,909
|
)
|
|
|
(91,653
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges
|
|
|
9
|
|
|
|
58,381
|
|
|
|
55,765
|
|
|
|
67,519
|
|
Tax effect
|
|
|
|
|
|
|
(14,595
|
)
|
|
|
(13,941
|
)
|
|
|
(16,880
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers to income statement
|
|
|
|
|
|
|
43,786
|
|
|
|
41,824
|
|
|
|
50,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss)
|
|
|
|
|
|
|
13,464
|
|
|
|
(42,085
|
)
|
|
|
(41,014
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
30,338
|
|
|
|
32,523
|
|
|
|
14,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to non-controlling interest
|
|
|
|
|
|
|
(4,627
|
)
|
|
|
(12,429
|
)
|
|
|
(11,954
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to the Company
|
|
|
|
|
|
|
25,711
|
|
|
|
20,094
|
|
|
|
2,301
|
|
(1)
|
Notes 1 to 23 are an integral part of the consolidated financial statements
|
Consolidated statements of changes in equity for the years ended December 31, 2020, 2019 and 2018
Amounts in thousands of U.S. dollars
|
|
Share
capital
|
|
|
Share
premium
|
|
|
Capital
reserves
|
|
|
Other
reserves
|
|
|
Accumulated
Deficit
|
|
|
Accumulated
currency
translation
differences
|
|
|
Total
equity
attributable
to the
Company
|
|
|
Non-
controlling
interest
|
|
|
Total
equity
|
|
Balance as of January 1, 2018
|
|
|
10,022
|
|
|
|
1,981,881
|
|
|
|
181,348
|
|
|
|
82,294
|
|
|
|
(489,026
|
)
|
|
|
(18,147
|
)
|
|
|
1,748,372
|
|
|
|
136,595
|
|
|
|
1,884,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year after taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41,596
|
|
|
|
-
|
|
|
|
41,596
|
|
|
|
13,673
|
|
|
|
55,269
|
|
Change in fair value of cash flow hedges
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,474
|
|
|
|
(236
|
)
|
|
|
-
|
|
|
|
21,238
|
|
|
|
6,061
|
|
|
|
27,299
|
|
Currency translation differences
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(50,168
|
)
|
|
|
(50,168
|
)
|
|
|
(7,460
|
)
|
|
|
(57,628
|
)
|
Tax effect
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,757
|
)
|
|
|
(1,608
|
)
|
|
|
-
|
|
|
|
(10,365
|
)
|
|
|
(320
|
)
|
|
|
(10,685
|
)
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,717
|
|
|
|
(1,844
|
)
|
|
|
(50,168
|
)
|
|
|
(39,295
|
)
|
|
|
(1,719
|
)
|
|
|
(41,014
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,717
|
|
|
|
39,752
|
|
|
|
(50,168
|
)
|
|
|
2,301
|
|
|
|
11,954
|
|
|
|
14,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions (Note 13)
|
|
|
-
|
|
|
|
-
|
|
|
|
(133,289
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(133,289
|
)
|
|
|
(9,821
|
)
|
|
|
(143,110
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2018
|
|
|
10,022
|
|
|
|
1,981,881
|
|
|
|
48,059
|
|
|
|
95,011
|
|
|
|
(449,274
|
)
|
|
|
(68,315
|
)
|
|
|
1,617,384
|
|
|
|
138,728
|
|
|
|
1,756,112
|
|
|
|
Share
capital
|
|
|
Share
premium
|
|
|
Capital
reserves
|
|
|
Other
reserves
|
|
|
Accumulated
Deficit
|
|
|
Accumulated
currency
translation
differences
|
|
|
Total
equity
attributable
to the
Company
|
|
|
Non-
controlling
interest
|
|
|
Total
equity
|
|
Balance as of January 1, 2019
|
|
|
10,022
|
|
|
|
1,981,881
|
|
|
|
48,059
|
|
|
|
95,011
|
|
|
|
(449,274
|
)
|
|
|
(68,315
|
)
|
|
|
1,617,384
|
|
|
|
138,728
|
|
|
|
1,756,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year after taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
62,135
|
|
|
|
-
|
|
|
|
62,135
|
|
|
|
12,473
|
|
|
|
74,608
|
|
Change in fair value of cash flow hedges
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(27,947
|
)
|
|
|
1,682
|
|
|
|
-
|
|
|
|
(26,265
|
)
|
|
|
317
|
|
|
|
(25,948
|
)
|
Currency translation differences
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(22,509
|
)
|
|
|
(22,509
|
)
|
|
|
225
|
|
|
|
(22,284
|
)
|
Tax effect
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,733
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,733
|
|
|
|
(586
|
)
|
|
|
6,147
|
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,214
|
)
|
|
|
1,682
|
|
|
|
(22,509
|
)
|
|
|
(42,041
|
)
|
|
|
(44
|
)
|
|
|
(42,085
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,214
|
)
|
|
|
63,817
|
|
|
|
(22,509
|
)
|
|
|
20,094
|
|
|
|
12,429
|
|
|
|
32,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase (Note 13)
|
|
|
138
|
|
|
|
29,862
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amherst Island (Note 7)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
92,303
|
|
|
|
92,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduction of Share Premium (Note 13)
|
|
|
-
|
|
|
|
(1,000,000
|
)
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions (Note 13)
|
|
|
-
|
|
|
|
-
|
|
|
|
(159,002
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(159,002
|
)
|
|
|
(37,080
|
)
|
|
|
(196,082
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2019
|
|
|
10,160
|
|
|
|
1,011,743
|
|
|
|
889,057
|
|
|
|
73,797
|
|
|
|
(385,457
|
)
|
|
|
(90,824
|
)
|
|
|
1,508,476
|
|
|
|
206,380
|
|
|
|
1,714,856
|
|
Notes 1 to 23 are an integral part of the consolidated financial statements
|
|
Share
capital
|
|
|
Share
premium
|
|
|
Capital
reserves
|
|
|
Other
reserves
|
|
|
Accumulated
Deficit
|
|
|
Accumulated
currency
translation
differences
|
|
|
Total
equity
attributable
to the
Company
|
|
|
Non-
controlling
interest
|
|
|
Total
equity
|
|
Balance as of January 1, 2020
|
|
|
10,160
|
|
|
|
1,011,743
|
|
|
|
889,057
|
|
|
|
73,797
|
|
|
|
(385,457
|
)
|
|
|
(90,824
|
)
|
|
|
1,508,476
|
|
|
|
206,380
|
|
|
|
1,714,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year after taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,968
|
|
|
|
-
|
|
|
|
11,968
|
|
|
|
4,906
|
|
|
|
16,874
|
|
Change in fair value of cash flow hedges
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,353
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,353
|
|
|
|
756
|
|
|
|
32,109
|
|
Currency translation differences
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(9,101
|
)
|
|
|
(9,101
|
)
|
|
|
(846
|
)
|
|
|
(9,947
|
)
|
Tax effect
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,509
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,509
|
)
|
|
|
(189
|
)
|
|
|
(8,698
|
)
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22,844
|
|
|
|
-
|
|
|
|
(9,101
|
)
|
|
|
13,743
|
|
|
|
(279
|
)
|
|
|
13,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22,844
|
|
|
|
11,968
|
|
|
|
(9,101
|
)
|
|
|
25,711
|
|
|
|
4,627
|
|
|
|
30,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase (Note 13)
|
|
|
507
|
|
|
|
-
|
|
|
|
161,347
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
161,854
|
|
|
|
-
|
|
|
|
161,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business combinations (Note 5)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,308
|
|
|
|
25,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions (Note 13)
|
|
|
-
|
|
|
|
-
|
|
|
|
(168,659
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(168,659
|
)
|
|
|
(22,816
|
)
|
|
|
(191,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2020
|
|
|
10,667
|
|
|
|
1,011,743
|
|
|
|
881,745
|
|
|
|
96,641
|
|
|
|
(373,489
|
)
|
|
|
(99,925
|
)
|
|
|
1,527,382
|
|
|
|
213,499
|
|
|
|
1,740,881
|
|
Notes 1 to 23 are an integral part of the consolidated financial statements
Consolidated cash flow statements for the years ended December 31, 2020, 2019 and 2018
Amounts in thousands of U.S. dollars
|
|
|
|
|
For the year ended
|
|
|
|
Note (1)
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
I. Profit for the year
|
|
|
|
|
|
16,874
|
|
|
|
74,608
|
|
|
|
55,269
|
|
Non-monetary adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, amortization and impairment charges
|
|
|
6
|
|
|
|
408,604
|
|
|
|
310,755
|
|
|
|
362,697
|
|
Financial (income)/expenses
|
|
|
21
|
|
|
|
315,151
|
|
|
|
405,634
|
|
|
|
396,411
|
|
Fair value (gains)/losses on derivative financial instruments
|
|
|
21
|
|
|
|
15,308
|
|
|
|
(613
|
)
|
|
|
399
|
|
Shares of (profits)/losses from associates
|
|
|
7
|
|
|
|
(510
|
)
|
|
|
(7,457
|
)
|
|
|
(5,231
|
)
|
Income tax
|
|
|
18
|
|
|
|
24,877
|
|
|
|
30,950
|
|
|
|
42,659
|
|
Other non-monetary items
|
|
|
|
|
|
|
(21,633
|
)
|
|
|
(37,432
|
)
|
|
|
(99,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II. Profit for the year adjusted by non monetary items
|
|
|
|
|
|
|
758,671
|
|
|
|
776,445
|
|
|
|
752,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variations in working capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
|
|
|
(4,590
|
)
|
|
|
(1,343
|
)
|
|
|
(1,991
|
)
|
Trade and other receivables
|
|
|
11
|
|
|
|
(790
|
)
|
|
|
(71,505
|
)
|
|
|
5,564
|
|
Trade payables and other current liabilities
|
|
|
17
|
|
|
|
(9,771
|
)
|
|
|
(36,533
|
)
|
|
|
(4,898
|
)
|
Financial investments and other current assets/liabilities
|
|
|
|
|
|
|
(18,061
|
)
|
|
|
(3,970
|
)
|
|
|
(17,019
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
III. Variations in working capital
|
|
|
|
|
|
|
(33,212
|
)
|
|
|
(113,351
|
)
|
|
|
(18,344
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax received/(paid)
|
|
|
|
|
|
|
(16,425
|
)
|
|
|
(23
|
)
|
|
|
(12,525
|
)
|
Interest received
|
|
|
|
|
|
|
5,148
|
|
|
|
10,135
|
|
|
|
6,726
|
|
Interest paid
|
|
|
|
|
|
|
(275,961
|
)
|
|
|
(309,625
|
)
|
|
|
(327,738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A. Net cash provided by operating activities
|
|
|
|
|
|
|
438,221
|
|
|
|
363,581
|
|
|
|
401,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions of subsidiaries and entities under equity method
|
|
|
5&7
|
|
|
|
2,453
|
|
|
|
(173,366
|
)
|
|
|
(70,672
|
)
|
Investments in contracted concessional assets*
|
|
|
6
|
|
|
|
(1,361
|
)
|
|
|
22,009
|
|
|
|
68,048
|
|
Distributions from entities under the equity method
|
|
|
7
|
|
|
|
22,246
|
|
|
|
30,443
|
|
|
|
4,432
|
|
Other non-current assets/liabilities
|
|
|
|
|
|
|
(29,198
|
)
|
|
|
2,703
|
|
|
|
(16,668
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Net cash (used in)/provided by investing activities
|
|
|
|
|
|
|
(5,860
|
)
|
|
|
(118,211
|
)
|
|
|
(14,860
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from Project debt
|
|
|
15
|
|
|
|
603,949
|
|
|
|
5,860
|
|
|
|
16,266
|
|
Proceeds from Corporate debt
|
|
|
14
|
|
|
|
678,651
|
|
|
|
352,966
|
|
|
|
107,501
|
|
Repayment of Project debt
|
|
|
15
|
|
|
|
(621,691
|
)
|
|
|
(282,255
|
)
|
|
|
(331,964
|
)
|
Repayment of Corporate debt
|
|
|
14
|
|
|
|
(502,042
|
)
|
|
|
(320,815
|
)
|
|
|
(54,000
|
)
|
Dividends paid to Company´s shareholders
|
|
|
13
|
|
|
|
(168,659
|
)
|
|
|
(159,002
|
)
|
|
|
(133,289
|
)
|
Dividends paid to Non-controlling interests
|
|
|
13
|
|
|
|
(22,944
|
)
|
|
|
(29,239
|
)
|
|
|
(9,745
|
)
|
Purchase of Liberty´s equity interests in Solana
|
|
|
16
|
|
|
|
(266,850
|
)
|
|
|
-
|
|
|
|
-
|
|
Non-controlling interests capital contribution
|
|
|
7
|
|
|
|
-
|
|
|
|
92,303
|
|
|
|
-
|
|
Capital increase
|
|
|
13
|
|
|
|
162,246
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Net cash used in financing activities
|
|
|
|
|
|
|
(137,340
|
)
|
|
|
(310,182
|
)
|
|
|
(405,231
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
|
|
|
|
295,021
|
|
|
|
(64,812
|
)
|
|
|
(19,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the year
|
|
|
12
|
|
|
|
562,795
|
|
|
|
631,542
|
|
|
|
669,387
|
|
Translation differences cash and cash equivalents
|
|
|
|
|
|
|
10,685
|
|
|
|
(3,935
|
)
|
|
|
(18,797
|
)
|
Cash and cash equivalents at the end of the year
|
|
|
12
|
|
|
|
868,501
|
|
|
|
562,795
|
|
|
|
631,542
|
|
*
|
Includes proceeds for $7.4 million, $22.2 million and $72.6 million in 2020, 2019 and 2018 respectively (Note 6).
|
(1)
|
Notes 1 to 23 are an integral part of the consolidated financial statements
|
Note 1.- Nature of the business
|
F-16
|
|
|
Note 2.- Significant accounting policies
|
F-20
|
|
|
Note 3.- Financial risk management
|
F-30
|
|
|
Note 4.- Financial information by segment
|
F-31
|
|
|
Note 5.- Business combinations
|
F-36
|
|
|
Note 6.- Contracted concessional assets
|
F-37
|
|
|
Note 7.- Investments carried under the equity method
|
F-40
|
|
|
Note 8.- Financial instruments by category
|
F-42
|
|
|
Note 9.- Derivative financial instruments
|
F-43
|
|
|
Note 10.- Related parties
|
F-44
|
|
|
Note 11.- Trade and other receivables
|
F-45
|
|
|
Note 12.- Cash and cash equivalents
|
F-45
|
|
|
Note 13.- Equity
|
F-46
|
|
|
Note 14.- Corporate debt
|
F-47
|
|
|
Note 15.- Project debt
|
F-49
|
|
|
Note 16.- Grants and other liabilities
|
F-51
|
|
|
Note 17.-Trade payables and other current liabilities
|
F-52
|
|
|
Note 18.- Income tax
|
F-52
|
|
|
Note 19.- Commitments, third-party guarantees, contingent assets and liabilities
|
F-55
|
|
|
Note 20.- Employee benefit expenses and other operating income and expenses
|
F-56
|
|
|
Note 21.- Financial expense, net
|
F-57
|
|
|
Note 22.- Earnings per share
|
F-58
|
|
|
Note 23.- Other information
|
F-58
|
|
|
Appendices(1)
|
F-60
|
The Appendices are an integral part of the notes to the consolidated financial statements
Note 1.- Nature of the business
Atlantica Sustainable Infrastructure plc (“Atlantica” or the “Company”) is a sustainable infrastructure company that owns, manages and invests in renewable energy, storage, efficient natural gas,
electric transmission lines and water assets focused on North America (the United States, Mexico and Canada), South America (Peru, Chile and Uruguay) and EMEA (Spain, Algeria and South Africa).
Atlantica’s shares began trading on the NASDAQ Global Select Market under the symbol “ABY” on June 13, 2014. The symbol changed to “AY” on November 11, 2017.
Algonquin Power & Utilities (“Algonquin”) is the largest shareholder of the Company and currently owns a 44.2% stake in Atlantica. Algonquin’s voting rights and rights to appoint directors are limited to 41.5% and the difference between Algonquin´s ownership and 41.5% will vote replicating non-Algonquin’s shareholders vote.
During the year 2019, the Company completed the following acquisitions:
|
-
|
On May 24, 2019, Atlantica and Algonquin formed Atlantica Yield Solutions Canada Inc. (“AYES Canada”), a vehicle to channel co-investment opportunities in which Atlantica holds the majority of voting rights.
AYES Canada’s first investment was in Amherst Island, a 75 MW wind plant in Canada owned by the project company Windlectric, Inc. (“Windlectric”). Atlantica invested $4.9 million and Algonquin invested $92.3 million, both through AYES
Canada, which in turn invested those funds in Amherst Island Partnership (“AIP), the holding company of Windlectric.
|
|
-
|
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 August 2, 2019, the Company closed the acquisition of a 30% stake in Monterrey, a 142 MW gas-fired engine facility (“Monterrey”) and paid $42 million for the total investment.
|
|
-
|
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.
|
On April 3, 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 a 55 MW solar PV plant in an area with excellent solar resource (“Chile PV I”). This asset has been in operation since 2016 demonstrating a good operating track record while
selling its production in the Chilean power market. The Company’s initial contribution was approximately $4 million. In addition, on January 6, 2021, the Company closed its second investment through the platform with the acquisition of a 40 MW
solar PV plant (“Chile PV 2”). This asset started commercial operation in 2017 and its revenue is partially contracted. Total equity investment for this new asset was approximately $5.0 million. The platform intends to make further investments in
renewable energy in Chile and to sign PPAs with credit worthy off-takers.
In January 2019, the Company entered into an agreement with Abengoa (references to “Abengoa” refer to Abengoa, S.A., together with its subsidiaries, or Abenewco1, S.A. together with its subsidiaries, unless the
context otherwise requires) under the Abengoa ROFO Agreement for the acquisition of Befesa Agua Tenes, a holding company which owns a 51% stake in Ténès Lilmiyah SpA (“Tenes”), a water desalination plant in Algeria. The Company paid in January
2019 an advance payment of $19.9 million. Closing of the acquisition was subject to conditions precedent which were not fulfilled. In accordance with the terms of the share purchase agreement, the advance payment was 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 to be received from the asset. In October 2019, the Company received a first payment of $7.8 million through the cash
sweep mechanism. On May 31, 2020, the Company entered into a new $4.5 million secured loan agreement with Befesa Agua Tenes, in addition to the initial one granted in 2019. The aggregate amount owed at that date, including interest accrued, was
$14.0 million. This new loan agreement is expected to be reimbursed by Befesa Agua Tenes, together with 12% per annum interest, through a full cash-sweep of all the dividends to be received from the Tenes asset. The new agreement signed with
Abengoa provides Atlantica with a majority at the board of directors of Befesa Agua Tenes and control over the asset.
On August 17, 2020, the Company closed the acquisition of Liberty’s equity interest in Solana. Liberty was the tax equity investor in the Solana project. Total equity investment is expected to be up to $290 million of
which $272 million has already been paid. Total price includes a deferred payment and a performance earn-out based on the average annual net production of the asset in the four calendar years with the highest annual net production during the
five calendar years of 2020 through 2024 (Note 16).
In October 2020, the Company reached an agreement to acquire Calgary District Heating (Calgary District Energy Center), an approximately 55 MWt district heating asset in Canada for a total equity
investment of approximately $20 million. Calgary District Heating has been in operation since 2010 and represents the first investment of the Company in this sector, which is recognized as a key measure for cities to reduce emissions by the UN
Environment Program. The asset provides heating services to a diverse range of government, institutional and commercial customers in the city of Calgary. Closing is subject to customary conditions precedent and regulatory approvals and is
expected by mid-2021.
In December 2020, the Company reached an agreement with Algonquin to acquire La Sierpe, a 20 MW solar asset in Colombia for a total equity investment of approximately $20 million. Closing is
expected to occur after the asset reaches commercial operation, currently expected to occur by mid-2021. Closing is subject to customary conditions precedent and regulatory approvals. Additionally, the Company agreed to potentially co-invest
with Algonquin in additional solar plants in Colombia with a combined capacity of approximately 30 MW to be developed and built by AAGES, a joint venture between Algonquin and Abengoa designed to invest in the development and construction of
contracted clean energy and water infrastructure contracted assets.
In December 2020, the Company reached an agreement to acquire Coso, a 135 MW renewable asset in California. Coso is the third largest geothermal plant in the US and provides base load renewable
energy to the California ISO. Coso has signed PPAs with three investment grade offtakers, with a 19-year average contract life. Closing is subject to customary regulatory approvals and is expected to occur in the first half of 2021. Total
investment is expected to be approximately $170 million, including approximately $130 million for the equity and $40 million that would be invested to reduce project debt.
In January 2021, the Company reached an agreement to increase its equity stake from 15% to 100% in Rioglass, a multinational manufacturer of solar components. The Company has closed the
acquisition of 42.5% of the equity for $7 million. In addition, the Company has an option to acquire the remaining 42.5% in the same conditions until September 2021, and after that date the seller has an option to sell the 42.5% also in the
same conditions. The Company intends to find partners that would co-invest in Rioglass.
The following table provides an overview of the main concessional assets the Company owned or had an interest in as of December 31, 2020:
Assets
|
Type
|
Ownership
|
Location
|
Currency(9)
|
Capacity
(Gross)
|
Counterparty
Credit Ratings(10)
|
COD*
|
Contract
Years
Left(14)
|
|
|
|
|
|
|
|
|
|
Solana
|
Renewable
(Solar)
|
100%
|
Arizona
(USA)
|
USD
|
280 MW
|
A-/A2/A-
|
2013
|
23
|
|
|
|
|
|
|
|
|
|
Mojave
|
Renewable
(Solar)
|
100%
|
California
(USA)
|
USD
|
280 MW
|
BB-/WR/BB
|
2014
|
19
|
|
|
|
|
|
|
|
|
|
Chile PV I
|
Renewable
(Solar)
|
35%(8)
|
Chile
|
USD
|
55 MW
|
N/A
|
2016
|
N/A
|
|
|
|
|
|
|
|
|
|
Solaben 2 & 3
|
Renewable
(Solar)
|
70%(1)
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2012
|
17/16
|
|
|
|
|
|
|
|
|
|
Solacor 1 & 2
|
Renewable
(Solar)
|
87%(2)
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2012
|
16/16
|
|
|
|
|
|
|
|
|
|
PS10 & PS20
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
31 MW
|
A/Baa1/A-
|
2007&
2009
|
11/13
|
Helioenergy 1 & 2
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2011
|
16/16
|
|
|
|
|
|
|
|
|
|
Helios 1 & 2
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2012
|
16/17
|
Solnova 1, 3 & 4
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
3x50 MW
|
A/Baa1/A-
|
2010
|
14/14/15
|
|
|
|
|
|
|
|
|
|
Solaben 1 & 6
|
Renewable
(Solar)
|
100%
|
Spain
|
Euro
|
2x50 MW
|
A/Baa1/A-
|
2013
|
18/18
|
|
|
|
|
|
|
|
|
|
Seville PV
|
Renewable
(Solar)
|
80%(6)
|
Spain
|
Euro
|
1 MW
|
A/Baa1/A-
|
2006
|
15
|
|
|
|
|
|
|
|
|
|
Kaxu
|
Renewable
(Solar)
|
51%(3)
|
South
Africa
|
Rand
|
100 MW
|
BB-/Ba2/
BB-(11)
|
2015
|
14
|
|
|
|
|
|
|
|
|
|
Palmatir
|
Renewable
(Wind)
|
100%
|
Uruguay
|
USD
|
50 MW
|
BBB/Baa2/BBB-(12)
|
2014
|
13
|
|
|
|
|
|
|
|
|
|
Cadonal
|
Renewable
(Wind)
|
100%
|
Uruguay
|
USD
|
50 MW
|
BBB/Baa2/BBB-(12)
|
2014
|
14
|
|
|
|
|
|
|
|
|
|
Melowind
|
Renewable
(Wind)
|
100%
|
Uruguay
|
USD
|
50 MW
|
BBB/Baa2/BBB-
|
2015
|
15
|
|
|
|
|
|
|
|
|
|
Mini-Hydro
|
Renewable
(Hydraulic)
|
100%
|
Peru
|
USD
|
4 MW
|
BBB+/A3/BBB+
|
2012
|
12
|
|
|
|
|
|
|
|
|
|
ACT
|
Efficient
natural gas
|
100%
|
Mexico
|
USD
|
300 MW
|
BBB/ Ba2/
BB-
|
2013
|
12
|
|
|
|
|
|
|
|
|
|
Monterrey
|
Efficient
natural gas
|
30%
|
Mexico
|
USD
|
142 MW
|
Not rated
|
2018
|
18
|
|
|
|
|
|
|
|
|
|
ATN (13)
|
Transmission
line
|
100%
|
Peru
|
USD
|
379 miles
|
BBB+/A3/BBB+
|
2011
|
20
|
|
|
|
|
|
|
|
|
|
ATS
|
Transmission
line
|
100%
|
Peru
|
USD
|
569 miles
|
BBB+/A3/BBB+
|
2014
|
23
|
|
|
|
|
|
|
|
|
|
ATN 2
|
Transmission
line
|
100%
|
Peru
|
USD
|
81 miles
|
Not rated
|
2015
|
12
|
|
|
|
|
|
|
|
|
|
Quadra 1 & 2
|
Transmission
line
|
100%
|
Chile
|
USD
|
49 miles/
32 miles
|
Not rated
|
2014
|
14/14
|
|
|
|
|
|
|
|
|
|
Palmucho
|
Transmission
line
|
100%
|
Chile
|
USD
|
6 miles
|
BBB+/Baa1/
A-
|
2007
|
17
|
|
|
|
|
|
|
|
|
|
Chile TL3
|
Transmission
line
|
100%
|
Chile
|
USD
|
50 miles
|
A+/A1/A-
|
1993
|
Regulated
|
|
|
|
|
|
|
|
|
|
Skikda
|
Water
|
34.2%(4)
|
Algeria
|
USD
|
3.5 M
ft3/day
|
Not rated
|
2009
|
13
|
|
|
|
|
|
|
|
|
|
Honaine
|
Water
|
25.5%(5)
|
Algeria
|
USD
|
7 M ft3/
day
|
Not rated
|
2012
|
17
|
|
|
|
|
|
|
|
|
|
Tenes
|
Water
|
51%(7)
|
Algeria
|
USD
|
7 M ft3/
day
|
Not rated
|
2015
|
19
|
(1) Itochu Corporation, a Japanese trading company, holds 30% of the shares in each of Solaben 2 and Solaben 3.
(2) JGC, a Japanese engineering company, holds 13% of the shares in each of Solacor 1 and Solacor 2.
(3) Kaxu is owned by the Company (51%), Industrial Development Corporation of South Africa (29%) and Kaxu Community Trust (20%).
(4) Algerian Energy Company, SPA owns 49% of Skikda and Sacyr Agua, S.L. owns the remaining 16.83%.
(5) Algerian Energy Company, SPA owns 49% of Honaine and Sacyr Agua, S.L. owns the remaining 25.5%.
(6) Instituto para la Diversificación y Ahorro de la Energía (“Idae”), a Spanish state-owned company, holds 20% of the shares in Seville PV.
(7) Algerian Energy Company, SPA owns 49% of Tenes.
(8) 65% of the shares in Chile PV I is indirectly held by financial partners through the renewable energy platform of the Company in Chile.
(9) Certain contracts denominated in U.S. dollars are payable in local currency.
(10) 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.
(11) 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.
(12) Refers to the credit rating of Uruguay, as UTE (Administración Nacional de Usinas y Transmisoras Eléctricas) is unrated.
(13) Including the acquisition of ATN Expansion 1 & 2.
(14) As of December 31, 2020.
(*) Commercial Operation Date.
The project financing arrangement of Kaxu contains cross-default provisions related to Abengoa such that debt defaults by Abengoa, subject to certain threshold amounts and/or a restructuring process, could trigger a default under the Kaxu
project financing arrangement. The restructuring process and the pre-insolvency filing by the individual company Abengoa S.A. in August 2020 represented a theoretical event of default under the Kaxu project finance agreement. In December 2020,
the Company obtained a waiver from Kaxu’s project debt lenders, which waived any potential cross-defaults with Abengoa for the pre-insolvency filing of August 2020, until December 31, 2021, but the waiver did not cover potential future
cross-default events. The insolvency filing by the individual company Abengoa S.A. on February 22, 2021 represents a theoretical event of default under the Kaxu project finance agreement (Note 23.3). Although the Company does not expect the
acceleration of debt to be declared by the credit entities, Kaxu does not have contractually from this date, what International Accounting Standards define as an unconditional right to defer the settlement of the debt for at least twelve
months, as the cross-default provisions make that right not unconditional. Thus, the total debt of Kaxu, which amounts to $355 million as of December 31, 2020 (Note 15), may be presented as current in the consolidated financial statements of
the Company as of March 31, 2021 in accordance with International Accounting Standards 1 (“IAS 1”), “Presentation of Financial Statements”, if the cross-default is not cured or waived. The Company is negotiating a waiver from the creditors
and/or contractual modifications to permanently remove the cross-default provision.
The outbreak of the COVID-19 coronavirus disease (“COVID-19”) was declared a pandemic by the World Health Organization in March 2020 and continues to spread in key markets of the Company. The
COVID-19 virus continues to evolve rapidly, and its ultimate impact is uncertain and subject to change. Governmental authorities have imposed or recommended measures or responsive actions, including quarantines of certain geographic areas and
travel restrictions.
Main risks and uncertainties identified by the Company, which may result in a material adverse effect on its business, financial condition, results of operations and cash flows, are:
|
-
|
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
also caused significant disruption and volatility in the global financial markets, especially from the end of February until the end on May 2020, 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 increased significantly. Although the revenue of the
Company is generally 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.
|
Measures taken by the Company so far have focused on reinforcing safety measures in all its assets while it continues to provide a reliable service to its clients. For example, the Company has
implemented the use of additional protection equipment, reinforced access control to its plants, reduced contact between employees, changed shifts, tested employees, identified and isolated potential cases together with their close contacts and
taken additional measures to increase safety measures for its employees and operation and maintenance suppliers’ employees working at its assets. Furthermore, the Company has adopted additional precautionary measures intended to mitigate
potential risks to its employees, including temporarily requiring all employees to work remotely when their work can be done from home, and suspending all non-essential travel. The Company has also reinforced its physical and cyber-security
measures. The Company has implemented a protocol to decide when to maintain offices open and with what limitation depending on the number of cases and other health indicators. In addition, the Company has increased the purchase of spare parts and
equipment required for operations, to manage potential disruptions in the supply chain. The Company continues to monitor the situation closely in all assets and offices to take additional action if required.
COVID-19 did not have any material impact on the business disclosed in these consolidated financial statements.
The consolidated financial statements were approved by the Board of Directors of the Company on February 26, 2021.
Note 2.- Significant accounting policies
2.1 Basis of preparation
These consolidated financial statements are presented in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements are presented in U.S. dollars, which is the Company’s functional and presentation currency. Amounts included in these consolidated financial statements are all
expressed in thousands of U.S. dollars, unless otherwise indicated.
The Company presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset or liability is current when it is expected or due to be
realized within twelve months after the reporting period.
Application of new accounting standards
a) Standards, interpretations and amendments effective from January 1, 2020 under IFRS-IASB, applied by the Company in the preparation of these consolidated financial statements:
|
-
|
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.
|
|
-
|
IFRS 16. Amendment to provide lessees with an exemption from assessing whether a COVID-19-related rent concession is a lease modification. This amendment is mandatory for annual periods beginning on or after
June 1, 2020 under IFRS-IASB.
|
|
-
|
IAS 41. Amendments resulting from Annual Improvements to IFRS Standards 2018–2020 (taxation in fair value measurements) 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.
|
The applications of these amendments have not had any material impact on these financial statements.
b) Standards, interpretations and amendments published by the IASB that will be effective for periods beginning on or after January 1, 2021:
|
-
|
IAS 1 (Amendment). Classification of liabilities. This amendment is mandatory for annual periods beginning on or after January 1, 2023 under IFRS-IASB.
|
|
-
|
IAS 37. Amendments regarding the costs to include when assessing whether a contract is onerous. This amendment is mandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.
|
|
-
|
IFRS 1. Amendments resulting from Annual Improvements to IFRS Standards 2018–2020 (subsidiary as a first-time adopter). This amendment is mandatory for annual periods beginning on or after January 1, 2022 under
IFRS-IASB.
|
|
-
|
IFRS 3. Amendments updating a reference to the Conceptual Framework. This amendment is mandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.
|
|
-
|
IFRS 4. Amendments regarding the expiry date of the deferral approach. The fixed expiry date for the temporary exemption in IFRS 4 from applying IFRS 9 is now 1 January 2023.
|
|
-
|
IFRS 4, IFRS 7, IFRS 16, IFRS 9 and IAS 39. Amendments regarding replacement issues in the context of the IBOR reform. This amendment is mandatory for annual periods beginning on or after January 1, 2021 under
IFRS-IASB.
|
|
-
|
IFRS 9. Amendments resulting from Annual Improvements to IFRS Standards 2018–2020. This amendment is mandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.
|
|
-
|
IFRS 17. Amendments to address concerns and implementation challenges that were identified after IFRS 17 was published. This amendment is mandatory for annual periods beginning on or after January 1, 2023 under
IFRS-IASB.
|
|
-
|
IAS 16. Amendments prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use.
This amendment is mandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.
|
The Company does not anticipate any significant impact on the consolidated financial statements derived from the application of the new standards and amendments that will be effective for annual
periods beginning on or after January 1, 2021, although it is currently still in the process of evaluating such application.
Effect of IBOR reform
Following the financial crisis, the reform and replacement of benchmark interest rates such as LIBOR and other inter-bank offered rates (‘IBORs’) has become a priority for global regulators. There
remains some uncertainty around the timing and precise nature of these changes. The Company currently has several contracts which reference LIBOR and extend beyond 2021. These contracts are disclosed within the tables below.
It is currently expected that alternative risk-free rates (“RFRs”) will replace LIBOR. There remain key differences between LIBOR and RFRs. LIBOR is a ‘term rate’, which means that it is published
for a borrowing period (such as three months or six months) and is ‘forward looking’, because it is published at the beginning of the borrowing period. RFRs may be based on overnight rates from actual transactions and published at the end of the
overnight borrowing period. Furthermore, LIBOR includes a credit spread over the risk-free rate, which RFRs currently may not. To transition existing contracts and agreements that reference LIBOR to RFRs, adjustments for term differences and
credit differences might need to be applied to RFRs, to enable the two benchmark rates to be economically equivalent on transition. At the time of reporting, industry working groups are reviewing methodologies for calculating adjustments between
LIBOR and RFRs.
Risks arising from the transition relate principally to the potential impact of rate differences if the debt and related hedging instruments do not transition to the new benchmark interest rate at
the same time and/or the rates move by different amounts. This could result in hedge ineffectiveness and a net cash expense to the Company as a result of the IBOR transition.
The following table contains details of the financial instruments that the Company holds as of December 31, 2020 which reference LIBOR and have not yet transitioned to RFRs:
|
|
Carrying amount as of
December 31, 2020
|
|
|
|
Assets
|
|
|
Liabilities
|
|
Non-derivative assets and liabilities referenced to LIBOR
|
|
|
|
|
|
|
Measured at amortized cost
|
|
|
|
|
|
|
Project debt
|
|
|
-
|
|
|
|
1,143,815
|
|
Total non-derivatives items
|
|
|
-
|
|
|
|
1,143,815
|
|
Derivatives
|
|
|
-
|
|
|
|
105,742
|
|
Total assets and liabilities referenced to LIBOR
|
|
|
-
|
|
|
|
1,249,557
|
|
The following table contains details of only the hedging instruments used in the Company's hedging strategies which reference LIBOR and have not yet transitioned to RFRs, such that relief(s) of
phase 1 amendments to IFRS 9 and IFRS 7 for IBOR reform, effective January 1st, 2020, have been applied to the hedging relationship:
|
|
Carrying amount as of December 31,
2020
|
|
|
|
|
|
|
|
Notional
|
|
|
Assets
|
|
|
Liabilities
|
|
Balance sheet line
item(s)
|
|
2020 changes in
fair value used for
calculating hedge
ineffectiveness
|
|
Cash flow hedge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
|
618,806
|
|
|
|
-
|
|
|
|
105,742
|
|
Derivative liabilities
|
|
|
36,172
|
|
Total cash flow hedges
|
|
|
618,806
|
|
|
|
-
|
|
|
|
105,742
|
|
|
|
|
36,172
|
|
In calculating the change in fair value attributable to the hedged risk of floating-rate debt, the Company has made the following assumptions that reflect its current expectations:
|
-
|
The floating-rate debt will move to RFRs during 2022, and the spread will be similar to the spread included in the interest rate swap used as the hedging instrument;
|
|
-
|
No other changes to the terms of the floating-rate debt are anticipated;
|
|
-
|
The Company has incorporated the uncertainty over when the floating-rate debt will move to RFRs, the resulting adjustment to the spread, and the other aspects of the reform that have not yet been finalized, by
adding an additional spread to the discount rate used in the calculation.
|
2.2. Principles to include and record companies in the consolidated financial statements
Companies included in these consolidated financial statements are accounted for as subsidiaries as long as Atlantica has had control over them and are accounted for as investments under the equity
method as long as Atlantica has had significant influence over them, in the periods presented.
Control is achieved when the Company:
•
|
Has power over the investee;
|
•
|
Is exposed, or has rights, to variable returns from its involvement with the investee; and
|
•
|
Has the ability to use its power to affect its returns.
|
The Company reassesses whether or not it controls an investee when facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
The Company uses the acquisition method to account for business combinations of companies controlled by a third party. According to this method, identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any contingent consideration is recognized at fair value at the acquisition date and subsequent changes in its fair
value are recognized in accordance with IFRS 9 either in profit or loss or as a change to other comprehensive income. Acquisition related costs are expensed as incurred. The Company recognizes any non-controlling interest in the acquiree either
at fair value or at the non-controlling interest’s proportionate share of the acquirer’s net assets on an acquisition by acquisition basis.
All assets and liabilities between entities of the group, equity, income, expenses, and cash flows relating to transactions between entities of the group are eliminated in full.
b)
|
Investments accounted for under the equity method
|
An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is
not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, an investment in an associate is
initially recognized in the statement of financial position at cost and adjusted thereafter to recognize the Company share of the profit or loss and other comprehensive income of the associate.
Controlled entities and associates included in these financial statements as of December 31, 2020 and 2019 are set out in appendices.
2.3. Contracted concessional assets
Contracted concessional assets include fixed assets, related to service concession arrangements recorded in accordance with IFRIC 12, except for Palmucho, which is recorded in accordance with IFRS
16 and PS10, PS20, Sevilla PV, Mini-Hydro, Chile TL 3, ATN Expansion 2 and Chile PV I which are recorded as tangible assets in accordance with IAS 16. The infrastructures accounted for by the Company as concessions are related to the activities
concerning renewable energy assets, transmission lines, efficient natural gas assets and water plants. The useful life of these assets is approximately the same as the length of the concession arrangement. The infrastructure used in a concession
can be classified as an intangible asset or a financial asset, depending on the nature of the payment entitlements established in the agreement.
The application of IFRIC 12 requires extensive judgement in relation with, among other factors, (i) the identification of certain infrastructures and contractual agreements in the scope of IFRIC 12,
(ii) the understanding of the nature of the payments in order to determine the classification of the infrastructure as a financial asset or as an intangible asset and (iii) the timing and recognition of the revenue from construction and
concessionary activity.
Under the terms of contractual arrangements within the scope of this interpretation, the operator shall recognize and measure revenue in accordance with IFRS 15 for the services it performs.
The Company recognizes an intangible asset to the extent that it receives a right to charge final customers for the use of the infrastructure. This intangible asset is subject to the provisions of
IAS 38 and is amortized linearly, taking into account the estimated period of commercial operation of the infrastructure which coincides with the concession period.
Once the infrastructure is in operation, the treatment of income and expenses is as follows:
-
|
Revenues from the updated annual revenue for the contracted concession, as well as operations and maintenance services are recognized in each period according to IFRS 15 “Revenue from contracts with Customers”.
|
-
|
Operating and maintenance costs and general overheads and administrative costs are recorded in accordance with the nature of the cost incurred (amount due) in each period.
|
The Company recognizes a financial asset when demand risk is assumed by the grantor, to the extent that the concession holder has an unconditional right to receive payments for the asset. This asset
is recognized at the fair value of the construction services provided, considering upgrade services in accordance with IFRS 15, if any.
The financial asset is subsequently recorded at amortized cost calculated according to the effective interest method. Revenue from operations and maintenance services is recognized in each period
according to IFRS 15 “Revenue from contracts with Customers”. The income from managing and operating the asset resulting from the valuation at amortized cost is also recorded in revenue.
According to IFRS 9, Atlantica recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference
between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive.
There are two main approaches to applying the ECL model according to IFRS 9: the general approach which involves a three stage approach, and the simplified approach, which can be applied to trade
receivables, contract assets and lease receivables. Atlantica has elected to apply the simplified approach. Under this approach, there is no need to monitor for significant increases in credit risk and entities will be required to measure
lifetime expected credit losses at the end of each reporting period.
The key elements of the ECL calculations, based on external sources of information, are the following:
|
-
|
the Probability of Default (“PD”) is an estimate of the likelihood of default over a given time horizon. Atlantica calculates PD based on Credit Default Swaps spreads (“CDS”);
|
|
-
|
the Exposure at Default (“EAD”) is an estimate of the exposure at a future default date;
|
|
-
|
the Loss Given Default (“LGD”) is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference between the contractual cash flows due and those that the
Company would expect to receive. It is expressed as a percentage of the EAD.
|
c)
|
Property, plant and equipment
|
Property, plant and equipment is measured at historical cost, including all expenses directly attributable to the acquisition, less depreciation and impairment losses, with the exception of land,
which is presented net of any impairment losses.
Once the infrastructure is in operation, the treatment of income and expenses is the same as the one described above for intangible asset.
Main right of use agreements correspond to land rights. The Company recognizes right-of-use assets under IFRS 16, at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities (Note 2.11). The cost of right-of-use assets includes the amount of
lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease
term and the estimated useful lives of the assets.
The right-of-use assets are also subject to assets impairment (Note 2.4).
2.4. Asset impairment
Atlantica reviews its contracted concessional assets to identify any indicators of impairment at least annually. When impairment indicators exist, the company calculates the recoverable amount of
the asset.
The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use, defined as the present value of the estimated future cash flows to be generated by the
asset. In the event that the asset does not generate cash flows independently of other assets, the Company calculates the recoverable amount of the Cash Generating Unit (‘CGU’) to which the asset belongs.
When the carrying amount of the CGU to which these assets belong is higher than its recoverable amount, the assets are impaired.
Assumptions used to calculate value in use include a discount rate and projections considering real data based in the contracts terms and projected changes in both selling prices and costs. The
discount rate is estimated by Management, to reflect both changes in the value of money over time and the risks associated with the specific CGU.
For contracted concessional assets, with a defined useful life and with a specific financial structure, cash flow projections until the end of the project are considered and no relevant terminal
value is assumed.
Contracted concessional assets have a contractual structure that permits the Company to estimate quite accurately the costs of the project and revenue during the life of the project.
Projections take into account real data based on the contract terms and fundamental assumptions based on specific reports prepared internally and third-party reports, assumptions on demand and
assumptions on production. Additionally, assumptions on macro-economic conditions are taken into account, such as inflation rates, future interest rates, etc. and sensitivity analyses are performed over all major assumptions which can have a
significant impact in the value of the asset.
Cash flow projections of CGUs are calculated in the functional currency of those CGUs and are discounted using rates that take into consideration the risk corresponding to each specific country and
currency.
Taking into account that in most CGUs the specific financial structure is linked to the financial structure of the projects that are part of those CGUs, the discount rate used to calculate the
present value of cash-flow projections is based on the weighted average cost of capital (WACC) for the type of asset, adjusted, if necessary, in accordance with the business of the specific activity and with the risk associated with the country
where the project is performed.
In any case, sensitivity analyses are performed, especially in relation with the discount rate used and fair value changes in the main business variables, in order to ensure that possible changes in
the estimates of these items do not impact the recovery of recognized assets.
Accordingly, the following table provides a summary of the discount rates used (WACC) to calculate the recoverable amount for CGUs with the operating segment to which it pertains:
Operating segment
|
|
|
Discount rate
|
(*)
|
EMEA
|
|
|
|
%
|
North America
|
|
|
|
%
|
South America
|
|
|
|
%
|
(*) post tax
The discount rates applied in 2020 are consistent with the ones applied in 2019.
In the event that the recoverable amount of an asset is lower than its carrying amount, an impairment charge for the difference would be recorded in the income statement under the item
“Depreciation, amortization and impairment charges”.
An assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such indication exists,
the Company estimates the CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was
recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for
the asset in prior years. Such reversal is recognized in the income statement.
2.5. Loans and accounts receivable
Loans and accounts receivable are non-derivative financial assets with fixed or determinable payments, not listed on an active market.
In accordance with IFRIC 12, certain assets under concessions qualify as financial assets and are recorded as is described in Note 2.3.
Pursuant to IFRS 9, an impairment loss is recognized if the carrying amount of these assets exceeds the present value of future cash flows discounted at the initial effective interest rate.
Loans and accounts receivable are initially recognized at fair value plus transaction costs and are subsequently measured at amortized cost in accordance with the effective interest rate method.
Interest calculated using the effective interest rate method is recognized under other financial income within financial income.
2.6. Derivative financial instruments and hedging activities
Derivatives are recognized at fair value in the statement of financial position. The Company maintains both derivatives designated as hedging instruments in hedging relationships, and derivatives to which hedge
accounting is not applied.
When hedge accounting is applied, hedging strategy and risk management objectives are documented at inception, as well as the relationship between hedging instruments and hedged items. Effectiveness of the hedging
relationship needs to be assessed on an ongoing basis. Effectiveness tests are performed prospectively at inception and at each reporting date. The Company analyses on each date if all these requirements are met:
|
-
|
there is an economic relationship between the hedged item and the hedging instrument;
|
|
-
|
the effect of credit risk does not dominate the value changes that result from that economic relationship; and
|
|
-
|
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Company actually hedges and the quantity of the hedging instrument that the Company uses to hedge that quantity of
hedged item.
|
Ineffectiveness is measured following accumulated dollar offset method.
In all cases, current Company´s hedging relationships are considered cash flow hedges. Under this model, the effective portion of changes in fair value of derivatives designated as cash flow hedges are recorded
temporarily in equity and are subsequently reclassified from equity to profit or loss in the same period or periods during which the hedged item affects profit or loss. Any ineffective portion of the hedged transaction is recorded in the
consolidated income statement as it occurs.
When interest rate options are designated as hedging instruments, the time value is excluded from the hedging instrument as permitted by IFRS 9. Changes in the effective portion of the intrinsic are recorded in
equity and subsequently reclassified from equity to profit or loss in the same period or periods during which the hedged item affects profit or loss. Any ineffectiveness is recorded as financial income or expense as it occurs. Changes in options
time value is recorded as cost of hedging. More precisely, considering that the hedged items are, in all cases, time period hedged item, changes in time value is recognized in other comprehensive income to the extent that it relates to the hedged
item. The time value at the date of designation of the option as a hedging instrument, to the extent that it relates to the hedged item, is amortized on a systematic and rational basis over the period during which the hedge adjustment for the
option’s intrinsic value could affect profit or loss.
When the hedging instrument matures or is sold, or when it no longer meets the requirements to apply hedge accounting, accumulated gains and losses recorded in equity remain as such until the forecast transaction
is ultimately recognized in the income statement. However, if it becomes unlikely that the forecast transaction will actually take place, the accumulated gains and losses in equity are recognized immediately in the income statement.
Any change in fair value of derivatives instruments to which hedge accounting is not applied is directly recorded in the income statement.
2.7. Fair value estimates
Financial instruments measured at fair value are presented in accordance with the following level classification based on the nature of the inputs used for the calculation of fair value:
|
-
|
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.
|
In the event that prices cannot be observed, management shall make its best estimate of the price that the market would otherwise establish based on proprietary internal models which, in the
majority of cases, use data based on observable market parameters as significant inputs (Level 2) but occasionally use market data that is not observed as significant inputs (Level 3). Different techniques can be used to make this estimate,
including extrapolation of observable market data. The best indication of the initial fair value of a financial instrument is the price of the transaction, except when the value of the instrument can be obtained from other transactions carried
out in the market with the same or similar instruments, or valued using a valuation technique in which the variables used only include observable market data, mainly interest rates. Differences between the transaction price and the fair value
based on valuation techniques that use data that is not observed in the market, are not initially recognized in the income statement.
Atlantica derivatives correspond primarily to the interest rate swaps designated as cash flow hedges, which are classified as Level 2.
Description of the valuation method
Interest rate swap valuations consist in valuing separately the swap part of the contract and the credit risk. The methodology used by the market and applied by Atlantica to value interest rate
swaps is to discount the expected future cash flows according to the parameters of the contract. Variable interest rates, which are needed to estimate future cash flows, are calculated using the curve for the corresponding currency and extracting
the implicit rates for each of the reference dates in the contract. These estimated flows are discounted with the swap zero curve for the reference period of the contract.
The effect of the credit risk on the valuation of the interest rate swaps depends on the future settlement. If the settlement is favorable for the Company, the counterparty credit spread will be
incorporated to quantify the probability of default at maturity. If the expected settlement is negative for the Company, its own credit risk will be applied to the final settlement.
Classic models for valuing interest rate swaps use deterministic valuation of the future of variable rates, based on future outlooks. When quantifying credit risk, this model is limited by
considering only the risk for the current paying party, ignoring the fact that the derivative could change sign at maturity. A payer and receiver swaption model is proposed for these cases. This enables the associated risk in each swap position
to be reflected. Thus, the model shows each agent’s exposure, on each payment date, as the value of entering into the ‘tail’ of the swap, i.e. the live part of the swap.
Variables (Inputs)
Interest rate derivative valuation models use the corresponding interest rate curves for the relevant currency and underlying reference in order to estimate the future cash flows and to discount
them. Market prices for deposits, futures contracts and interest rate swaps are used to construct these curves. Interest rate options (caps and floors) also use the volatility of the reference interest rate curve.
To estimate the credit risk of the counterparty, the credit default swap (CDS) spreads curve is obtained in the market for important individual issuers. For less liquid issuers, the spreads curve is
estimated using comparable CDSs or based on the country curve. To estimate proprietary credit risk, prices of debt issues in the market and CDSs for the sector and geographic location are used.
The fair value of the financial instruments that results from the aforementioned internal models takes into account, among other factors, the terms and conditions of the contracts and observable
market data, such as interest rates, credit risk and volatility. The valuation models do not include significant levels of subjectivity, since these methodologies can be adjusted and calibrated, as appropriate, using the internal calculation of
fair value and subsequently compared to the corresponding actively traded price. However, valuation adjustments may be necessary when the listed market prices are not available for comparison purposes.
2.8. Trade and other receivables
Trade and other receivables are amounts due from customers for sales in the normal course of business. They are recognized initially at fair value and subsequently measured at amortized cost using
the effective interest rate method, less allowance for doubtful accounts. Trade receivables due in less than one year are carried at their face value at both initial recognition and subsequent measurement, provided that the effect of not
discounting flows is not significant.
An allowance for doubtful accounts is recorded when there is objective evidence that the Company will not be able to recover all amounts due as per the original terms of the receivables. The Company
has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
2.9. Cash and cash equivalents
Cash and cash equivalents include cash in hand, cash in bank and other highly-liquid current investments with an original maturity of three months or less which are held for the purpose of meeting
short-term cash commitments.
2.10. Grants
Grants are recognized at fair value when it is considered that there is a reasonable assurance that the grant will be received and that the necessary qualifying conditions, as agreed with the
entity assigning the grant, will be adequately complied with.
Grants are recorded as liabilities in the consolidated statement of financial position and are recognized in “Other operating income” in the consolidated income statement based on the period
necessary to match them with the costs they intend to compensate.
In addition, as described in Note 2.11 below, grants correspond also to loans with interest rates below market rates, for the initial difference between the fair value of the loan and the proceeds
received.
2.11. Loans and borrowings
Loans and borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost and any difference between the proceeds
initially received (net of transaction costs incurred in obtaining such proceeds) and the repayment value is recognized in the consolidated income statement over the duration of the borrowing using the effective interest rate method.
Loans with interest rates below market rates are initially recognized at fair value in liabilities and the difference between proceeds received from the loan and its fair value is initially recorded
within “Grants and Other liabilities” in the consolidated statement of financial position, and subsequently recorded in “Other operating income” in the consolidated income statement when the costs financed with the loan are expensed.
Lease liabilities are recognized by the Company at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include the exercise
price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. In calculating the present value of lease
payments, the Company uses its incremental borrowing rate at the lease commencement date considering that the interest rate implicit in the lease is not readily determinable.
2.12. Bonds and notes
The Company initially recognizes ordinary notes at fair value, net of issuance costs incurred. Subsequently, notes are measured at amortized cost until settlement upon maturity. Any other difference
between the proceeds obtained (net of transaction costs) and the redemption value is recognized in the consolidated income statement over the term of the debt using the effective interest rate method.
Convertible bonds or notes or debt issued with conversion features must be separated into liability and equity components if the feature meets the equity classification conditions in IAS 32. The issuer separates
the instrument into its components by determining the fair value of the liability component and then deducting that amount from the fair value of the instrument as a whole; the residual amount is allocated to the equity component. If the equity
conversion feature does not satisfy the equity classification conditions in IAS 32, it is bifurcated as an embedded derivative unless the issuer elects to apply the fair value option to the convertible debt. The embedded derivative is initially
recognized at fair value and classified as derivatives in the statement of financial position. Changes in the fair value of the embedded derivatives are subsequently accounted for directly through the income statement. The debt element of the
bond or note (the host contract), will be initially valued as the difference between the consideration received from the holders for the instrument and the value of the embedded derivative, and thereafter at amortized cost using the effective
interest method.
2.13. Income taxes
Current income tax expense is calculated on the basis of the tax laws in force as of the date of the consolidated statement of financial position in the countries in which the subsidiaries and
associates operate and generate taxable income.
Deferred income tax is calculated in accordance with the liability method, based upon the temporary differences arising between the carrying amount of assets and liabilities and their tax base.
Deferred income tax is determined using tax rates and regulations which are expected to apply at the time when the deferred tax is realized.
Deferred tax assets are recognized only when it is probable that sufficient future taxable profit will be available to use deferred tax assets.
2.14. Trade payables and other liabilities
Trade payables are obligations arising from purchases of goods and services in the ordinary course of business and are recognized initially at fair value and are subsequently measured at their
amortized cost using the effective interest method. Other liabilities are obligations not arising in the normal course of business and which are not treated as financing transactions. Advances received from customers are recognized as “Trade
payables and other current liabilities”.
2.15. Foreign currency transactions
The consolidated financial statements are presented in U.S. dollars, which is Atlantica’s functional and presentation currency. Financial statements of each subsidiary within the Company are
measured in the currency of the principal economic environment in which the subsidiary operates, which is the subsidiary’s functional currency.
Transactions denominated in a currency different from the subsidiary’s functional currency are translated into the subsidiary’s functional currency applying the exchange rates in force at the time
of the transactions. Foreign currency gains and losses that result from the settlement of these transactions and the translation of monetary assets and liabilities denominated in foreign currency at the year-end rates are recognized in the
consolidated income statement, unless they are deferred in equity, as occurs with cash flow hedges and net investment in foreign operations hedges.
Assets and liabilities of subsidiaries with a functional currency different from the Company’s reporting currency are translated to U.S. dollars at the exchange rate in force at the closing date of
the financial statements. Income and expenses are translated into U.S. dollars using the average annual exchange rate, which does not differ significantly from using the exchange rates of the dates of each transaction. The difference between
equity translated at the historical exchange rate and the net financial position that results from translating the assets and liabilities at the closing rate is recorded in equity under the heading “Accumulated currency translation differences”.
Results of companies carried under the equity method are translated at the average annual exchange rate.
2.16. Equity
The Company has recyclable balances in its equity, corresponding mainly to hedge reserves and translation differences arising from currency conversion in the preparation of these consolidated
financial statements. These balances have been presented separately in Equity.
Non-controlling interest represents interest from other partners in entities included in these consolidated financial statements which are not fully owned by Atlantica as of the dates presented.
Share Capital, Share Premium and Capital Reserves represent the Parent’s net investment in the entities included in these consolidated financial statements.
The costs of issuing equity instruments are accounted for as a deduction from equity.
2.17. Provisions and contingencies
Provisions are recognized when:
-
|
there is a present obligation, either legal or constructive, as a result of past events;
|
-
|
it is more likely than not that there will be a future outflow of resources to settle the obligation; and the amount has been reliably estimated.
|
Provisions are measured at the present value of the expected outflows required to settle the obligation. The discount rate used is a current pre-tax rate that reflects, when appropriate, the risks
specific to the liability. The increase in the provision due to the passage of time is then recognized as a financial expense. The balance of provisions disclosed in the Notes reflects management’s best estimate of the potential exposure as of
the date of preparation of the consolidated financial statements.
Contingent liabilities are possible obligations, existing obligations with low probability of a future outflow of economic resources and existing obligations where the future outflow cannot be
reliably estimated. Contingences are not recognized in the consolidated statements of financial position unless they have been acquired in a business combination.
Some companies included in the group have dismantling provisions, which are intended to cover future expenditures related to the dismantlement of the plants and it will be likely to be settled with
an outflow of resources in the long term (over 5 years).
Such provisions are accrued when the obligation for dismantling, removing and restoring the site on which the plant is located, is incurred, which is usually during the construction period. The
provision is measured in accordance with IAS 37, “Provisions, Contingent Liabilities and Contingent Assets” and is recorded as a liability under the heading “Grants and other liabilities” of the Financial Statements, and the corresponding entry
as part of the cost of the plant under the heading “Contracted concessional assets.”
The estimated future costs of dismantling are reviewed annually if conditions have changed and adjusted appropriately. The impact of
changes in the estimate of future costs or in the timing of when such costs will be incurred, on the dismantling provision, is recorded against an increase or decrease of the cost of the plant.
2.18. Earnings per share
Basic earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period
plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
2.19. Significant judgements and estimates
Some of the accounting policies applied require the application of significant judgement by management to select the appropriate assumptions to determine these estimates. These assumptions and
estimates are based on the historical experience, advice from experienced consultants, forecasts and other circumstances and expectations as of the close of the financial period. The assessment is considered in relation to the global economic
situation of the industries and regions where the Company operates, taking into account future development of the businesses of the Company. By their nature, these judgements are subject to an inherent degree of uncertainty; therefore, actual
results could materially differ from the estimates and assumptions used. In such cases, the carrying values of assets and liabilities are adjusted.
The most critical accounting policies, which reflect significant management estimates and judgement to determine amounts in these consolidated financial statements, are as follows:
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-
|
Contracted concessional agreements and PPAs.
|
|
-
|
Impairment of intangible assets and property, plant and equipment.
|
|
-
|
Derivative financial instruments and fair value estimates.
|
|
-
|
Income taxes and recoverable amount of deferred tax assets.
|
As of the date of preparation of these consolidated financial statements, no relevant changes in the estimates made are anticipated and, therefore, no significant changes in the value of the assets
and liabilities recognized at December 31, 2020, are expected.
Although these estimates and assumptions are being made using all available facts and circumstances, it is possible that future events may require management to amend such estimates and assumptions
in future periods. Changes in accounting estimates are recognized prospectively, in accordance with IAS 8, in the consolidated income statement of the year in which the change occurs.
Note 3.- Financial risk management
Atlantica’s activities are exposed to various financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. Risk is managed by the Company’s Risk
Finance and Compliance Departments, which are responsible for identifying and evaluating financial risks quantifying them by project, region and company, in accordance with mandatory internal management rules. Written internal policies exist for
global risk management, as well as for specific areas of risk. In addition, there are official written management regulations regarding key controls and control procedures for each company and the implementation of these controls is monitored
through internal audit procedures.
The Company is exposed to market risk, such as movement in foreign exchange rates and interest rates. All of these market risks arise in the normal course of business and the Company does not carry
out speculative operations. For the purpose of managing these risks, the Company uses a series of interest rate swaps and options, and currency options. None of the derivative contracts signed has an unlimited loss exposure.
Interest rate risk arises when the Company’s activities are exposed to changes in interest rates, which arises from financial liabilities at variable interest rates. The main interest rate exposure
for the Company relates to the variable interest rate with reference to the Libor and Euribor. To minimize the interest rate risk, the Company primarily uses interest rate swaps and interest rate options (caps), which, in exchange for a fee,
offer protection against an increase in interest rates. The Company does not use derivatives for speculative purposes.
As a result, the notional amounts hedged, strikes contracted and maturities, depending on the characteristics of the debt on which the interest rate risk is being hedged, are very diverse, including
the following:
|
o
|
Project debt in Euros: the Company hedges 100% of the notional amount, maturities until 2030 and average guaranteed strike interest rates of between 0.00% and 4.87%.
|
|
o
|
Project debt in U.S. dollars: the Company hedges between 72% and 100% of the notional amount, including maturities until 2034 and average guaranteed strike interest rates of between 1.98% and 5.27%.
|
In connection with the interest rate derivative positions of the Company, the most significant impacts on these consolidated financial statements are derived from the changes in EURIBOR or LIBOR,
which represent the reference interest rate for most of the debt of the Company. In the event that Euribor and Libor had risen by 25 basis points as of December 31, 2020, with the rest of the variables remaining constant, the effect in the
consolidated income statement would have been a loss of $2,897 thousand (a loss of $2,745 thousand in 2019 and a loss of $2,731 thousand in 2018) and an increase in hedging reserves of $22,130 thousand ($27,570 thousand in 2019 and $32,928
thousand in 2018). The increase in hedging reserves would be mainly due to an increase in the fair value of interest rate swaps designated as hedges.
A breakdown of the interest rates derivatives as of December 31, 2020 and 2019, is provided in Note 9.
The main cash flows in the entities included in these consolidated financial statements are cash collections arising from long-term contracts with clients and debt payments arising from project
finance repayment. Given that financing of the projects is always closed in the same currency in which the contract with client is signed, a natural hedge exists for the main operations of the Company.
In addition, the Company policy is to contract currency options with leading financial institutions, which guarantee a minimum Euro-U.S. dollar exchange rate on the net distributions expected from
Spanish solar assets. The net Euro exposure is 100% hedged for the coming 12 months and 75% for the following 12 months on a rolling basis.
The Company considers that it has a limited credit risk with clients as revenues derive from power purchase agreements with electric utilities and state-owned entities.
Atlantica’s liquidity and financing policy is intended to ensure that the Company maintains sufficient funds to meet our financial obligations as they fall due.
Project finance borrowing permits the Company to finance the project through project debt and thereby insulate the rest of its assets from such credit exposure. The Company incurs in project-finance
debt on a project-by-project basis.
The repayment profile of each project is established on the basis of the projected cash flow generation of the business. This ensures that sufficient financing is available to meet deadlines and
maturities, which mitigates the liquidity risk significantly.
Corporate and Project debt repayment schedules are disclosed in Note 14 and 15, respectively.
Note 4.- Financial information by segment
Atlantica’s segment structure reflects how management currently makes financial decisions and allocates resources. Its operating and reportable segments are based on the following geographies where
the contracted concessional assets are located:
Based on the type of business, as of December 31, 2020 the Company had the following business sectors:
|
-
|
Electric transmission lines
|
Atlantica’s Chief Operating Decision Maker (CODM), which is the CEO, assesses the performance and assignment of resources according to the identified operating segments. The CODM considers the
revenues as a measure of the business activity and the Adjusted EBITDA as a measure of the performance of each segment. Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back
loss/(profit) attributable to non-controlling interests 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 these consolidated financial statements.
In order to assess performance of the business, the CODM receives reports of each reportable segment using revenues and Adjusted EBITDA. Net interest expense evolution is assessed on a consolidated
basis. Financial expense and amortization are not taken into consideration by the CODM for the allocation of resources.
In the years ended December 31, 2020 and December 31, 2019 Atlantica had four customers with revenues representing more than 10% of the total revenues, three in the renewable energy and one in the
efficient natural gas business sectors.
a)
|
The following tables show Revenues and Adjusted EBITDA by operating segments and business sectors for the years 2020, 2019 and 2018:
|
|
|
Revenue
|
|
|
Adjusted EBITDA
|
|
|
|
For the year ended December 31,
|
|
|
For the year ended December 31,
|
|
Geography
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
North America
|
|
|
330,921
|
|
|
|
332,965
|
|
|
|
357,177
|
|
|
|
272,909
|
|
|
|
305,085
|
|
|
|
308,748
|
|
South America
|
|
|
151,460
|
|
|
|
142,207
|
|
|
|
123,214
|
|
|
|
120,023
|
|
|
|
115,346
|
|
|
|
100,234
|
|
EMEA
|
|
|
530,879
|
|
|
|
536,280
|
|
|
|
563,431
|
|
|
|
388,723
|
|
|
|
390,774
|
|
|
|
441,625
|
|
Total
|
|
|
1,013,260
|
|
|
|
1,011,452
|
|
|
|
1,043,822
|
|
|
|
781,655
|
|
|
|
811,204
|
|
|
|
850,607
|
|
|
|
Revenue
|
|
|
Adjusted EBITDA
|
|
|
|
For the year ended December 31,
|
|
|
For the year ended December 31,
|
|
Business sectors
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Renewable energy
|
|
|
753,089
|
|
|
|
761,090
|
|
|
|
793,557
|
|
|
|
575,660
|
|
|
|
603,666
|
|
|
|
664,428
|
|
Efficient natural gas
|
|
|
111,030
|
|
|
|
122,281
|
|
|
|
130,799
|
|
|
|
97,864
|
|
|
|
107,457
|
|
|
|
93,858
|
|
Electric transmission lines
|
|
|
106,042
|
|
|
|
103,453
|
|
|
|
95,998
|
|
|
|
84,584
|
|
|
|
85,657
|
|
|
|
78,461
|
|
Water
|
|
|
43,099
|
|
|
|
24,629
|
|
|
|
23,468
|
|
|
|
23,548
|
|
|
|
14,424
|
|
|
|
13,860
|
|
Total
|
|
|
1,013,260
|
|
|
|
1,011,452
|
|
|
|
1,043,822
|
|
|
|
781,655
|
|
|
|
811,204
|
|
|
|
850,607
|
|
The reconciliation of segment Adjusted EBITDA with the profit attributable to the parent company is as follows:
|
|
For the year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Profit attributable to the Company
|
|
|
11,968
|
|
|
|
62,135
|
|
|
|
41,596
|
|
Profit attributable to non-controlling interests
|
|
|
4,906
|
|
|
|
12,473
|
|
|
|
13,673
|
|
Income tax
|
|
|
24,877
|
|
|
|
30,950
|
|
|
|
42,659
|
|
Share of profit of associates
|
|
|
(510
|
)
|
|
|
(7,457
|
)
|
|
|
(5,231
|
)
|
Financial expense, net
|
|
|
331,810
|
|
|
|
402,348
|
|
|
|
395,213
|
|
Depreciation, amortization, and impairment charges
|
|
|
408,604
|
|
|
|
310,755
|
|
|
|
362,697
|
|
Total segment Adjusted EBITDA
|
|
|
781,655
|
|
|
|
811,204
|
|
|
|
850,607
|
|
b)
|
The assets and liabilities by operating segments (and business sector) at the end of 2020 and 2019 are as follows:
|
Assets and liabilities by geography as of December 31, 2020:
|
|
North
America
|
|
|
South America
|
|
|
EMEA
|
|
|
Balance as of
December 31,
2020
|
|
Assets allocated
|
|
|
|
|
|
|
|
|
|
|
|
|
Contracted concessional assets
|
|
|
3,073,785
|
|
|
|
1,211,952
|
|
|
|
3,869,681
|
|
|
|
8,155,418
|
|
Investments carried under the equity method
|
|
|
74,660
|
|
|
|
-
|
|
|
|
41,954
|
|
|
|
116,614
|
|
Current financial investments
|
|
|
129,264
|
|
|
|
27,836
|
|
|
|
42,984
|
|
|
|
200,084
|
|
Cash and cash equivalents (project companies)
|
|
|
206,344
|
|
|
|
70,861
|
|
|
|
255,530
|
|
|
|
532,735
|
|
Subtotal allocated
|
|
|
3,484,053
|
|
|
|
1,310,649
|
|
|
|
4,210,149
|
|
|
|
9,004,851
|
|
Unallocated assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
242,044
|
|
Other current assets (including cash and cash equivalents at holding company level)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691,459
|
|
Subtotal unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
933,503
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,938,354
|
|
|
|
North
America
|
|
|
South America
|
|
|
EMEA
|
|
|
Balance as of
December 31,
2020
|
|
Liabilities allocated
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term and short-term project debt
|
|
|
1,623,284
|
|
|
|
902,500
|
|
|
|
2,711,830
|
|
|
|
5,237,614
|
|
Grants and other liabilities
|
|
|
1,078,974
|
|
|
|
11,355
|
|
|
|
139,438
|
|
|
|
1,229,767
|
|
Subtotal allocated
|
|
|
2,702,258
|
|
|
|
913,855
|
|
|
|
2,851,268
|
|
|
|
6,467,381
|
|
Unallocated liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term and short-term corporate debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
993,725
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
589,107
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147,260
|
|
Subtotal unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,730,092
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,197,473
|
|
Equity unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,740,881
|
|
Total liabilities and equity unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,470,973
|
|
Total liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,938,354
|
|
Assets and liabilities by geography as of December 31, 2019:
|
|
North
America
|
|
|
South America
|
|
|
EMEA
|
|
|
Balance as of
December 31,
2019
|
|
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
|
|
Liabilities allocated
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term and short-term project debt
|
|
|
1,676,251
|
|
|
|
884,835
|
|
|
|
2,291,262
|
|
|
|
4,852,348
|
|
Grants and other liabilities
|
|
|
1,490,661
|
|
|
|
12,864
|
|
|
|
155,342
|
|
|
|
1,658,867
|
|
Subtotal allocated
|
|
|
3,166,912
|
|
|
|
897,699
|
|
|
|
2,446,604
|
|
|
|
6,511,215
|
|
Unallocated liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term and short-term corporate debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
723,791
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
547,740
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
162,213
|
|
Subtotal unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,433,744
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,944,959
|
|
Equity unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,714,856
|
|
Total liabilities and equity unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,148,600
|
|
Total liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,659,815
|
|
Assets and liabilities by business sectors as of December 31, 2020:
|
|
Renewable
energy
|
|
|
Efficient
natural
gas
|
|
|
Electric
transmission
lines
|
|
|
Water
|
|
|
Balance as of
December 31,
2020
|
|
Assets allocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contracted concessional assets
|
|
|
6,632,611
|
|
|
|
502,285
|
|
|
|
842,595
|
|
|
|
177,927
|
|
|
|
8,155,418
|
|
Investments carried under the equity method
|
|
|
61,866
|
|
|
|
15,514
|
|
|
|
30
|
|
|
|
39,204
|
|
|
|
116,614
|
|
Current financial investments
|
|
|
6,530
|
|
|
|
124,872
|
|
|
|
27,796
|
|
|
|
40,886
|
|
|
|
200,084
|
|
Cash and cash equivalents (project companies)
|
|
|
397,465
|
|
|
|
67,955
|
|
|
|
46,045
|
|
|
|
21,270
|
|
|
|
532,735
|
|
Subtotal allocated
|
|
|
7,098,472
|
|
|
|
710,626
|
|
|
|
916,466
|
|
|
|
279,287
|
|
|
|
9,004,851
|
|
Unallocated assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
242,044
|
|
Other current assets (including cash and cash equivalents at holding company level)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691,459
|
|
Subtotal unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
933,503
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,938,354
|
|
|
|
Renewable
energy
|
|
|
Efficient
natural gas
|
|
|
Electric
transmission
lines
|
|
|
Water
|
|
|
Balance as of
December 31,
2020
|
|
Liabilities allocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term and short-term project debt
|
|
|
3,992,512
|
|
|
|
504,293
|
|
|
|
625,203
|
|
|
|
115,606
|
|
|
|
5,237,614
|
|
Grants and other liabilities
|
|
|
1,221,176
|
|
|
|
108
|
|
|
|
6,040
|
|
|
|
2,443
|
|
|
|
1,229,767
|
|
Subtotal allocated
|
|
|
5,213,688
|
|
|
|
504,401
|
|
|
|
631,243
|
|
|
|
118,049
|
|
|
|
6,467,381
|
|
Unallocated liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term and short-term corporate debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
993,725
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
589,107
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147,260
|
|
Subtotal unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,730,092
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,197,473
|
|
Equity unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,740,881
|
|
Total liabilities and equity unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,470,973
|
|
Total liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,938,354
|
|
Assets and liabilities by business sectors as of December 31, 2019:
|
|
Renewable
energy
|
|
|
Efficient
natural
gas
|
|
|
Electric
transmission
lines
|
|
|
Water
|
|
|
Balance as of
December 31,
2019
|
|
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
|
|
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
|
|
|
1,651,476
|
|
|
|
146
|
|
|
|
6,517
|
|
|
|
728
|
|
|
|
1,658,867
|
|
Subtotal allocated
|
|
|
5,309,983
|
|
|
|
529,495
|
|
|
|
646,677
|
|
|
|
25,059
|
|
|
|
6,511,215
|
|
Unallocated liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term and short-term corporate debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
723,791
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
547,740
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
162,213
|
|
Subtotal unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,433,744
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,944,959
|
|
Equity unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,714,856
|
|
Total liabilities and equity unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,148,600
|
|
Total liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,659,815
|
|
c)
|
The amount of depreciation, amortization and impairment charges recognized for the years ended December 31, 2020, 2019 and 2018 are as follows:
|
|
|
For the year ended December 31,
|
|
Depreciation, amortization and impairment by geography
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
North America
|
|
|
(197,643
|
)
|
|
|
(116,232
|
)
|
|
|
(166,046
|
)
|
South America
|
|
|
(39,191
|
)
|
|
|
(47,844
|
)
|
|
|
(42,368
|
)
|
EMEA
|
|
|
(171,770
|
)
|
|
|
(146,679
|
)
|
|
|
(154,283
|
)
|
Total
|
|
|
(408,604
|
)
|
|
|
(310,755
|
)
|
|
|
(362,697
|
)
|
|
|
For the year ended December 31,
|
|
Depreciation, amortization and impairment by business sectors
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Renewable energy
|
|
|
(350,785
|
)
|
|
|
(286,907
|
)
|
|
|
(323,538
|
)
|
Electric transmission lines
|
|
|
(30,889
|
)
|
|
|
(27,490
|
)
|
|
|
(28,925
|
)
|
Efficient natural gas
|
|
|
(26,563
|
)
|
|
|
3,102
|
|
|
|
(10,334
|
)
|
Water
|
|
|
(367
|
)
|
|
|
541
|
|
|
|
100
|
|
Total
|
|
|
(408,604
|
)
|
|
|
(310,755
|
)
|
|
|
(362,697
|
)
|
Note 5.- Business combinations
For the year ended December 31, 2020
On April 3, 2020, the Company completed the investment in a 35% stake in a renewable energy platform in Chile for approximately $4 million. The first investment made by the platform has been in a 55
MW solar PV plant, Chile PV I, located in Chile. Atlantica has control over Chile PV I under IFRS 10, Consolidated Financial Statements. The acquisition of Chile PV I has been accounted for in these consolidated financial statements in accordance
with IFRS 3, Business Combinations, showing 65% of Non-Controlling interest.
On May 31, 2020, the Company obtained control over the Board of Directors of Befesa Agua Tenes which owns a 51% stake in Tenes and therefore controls the asset, a water desalination plant in
Algeria. The total investment, in the form of a secured loan agreement to be reimbursed through a full cash-sweep of all the dividends to be received from the asset, amounted to approximately $19 million as of May 31, 2020. The acquisition has
been accounted for in the consolidated financial statements of Atlantica, in accordance with IFRS 3, Business Combinations, showing 49% of Non-Controlling interest.
The amount of assets and liabilities consolidated at the effective acquisition date is shown in the following table:
|
|
Business combinations for the year-ended December 31, 2020
|
|
Contracted concessional assets (Note 6)
|
|
|
163,064
|
|
Other non-current assets
|
|
|
356
|
|
Cash & cash equivalents
|
|
|
17,646
|
|
Other current assets
|
|
|
29,998
|
|
Non-current Project debt (Note 15)
|
|
|
(149,585
|
)
|
Current Project debt (Note 15)
|
|
|
(8,680
|
)
|
Other current and non-current liabilities
|
|
|
(4,881
|
)
|
Non-controlling interests
|
|
|
(25,308
|
)
|
Total net assets acquired at fair value
|
|
|
22,610
|
|
Asset acquisition - purchase price
|
|
|
(22,610
|
)
|
Net result of business combinations
|
|
|
-
|
|
The purchase price equals the fair value of the net assets acquired.
The allocation of the purchase prices is provisional as of December 31, 2020 and the amounts indicated above may be adjusted during the measurement period to reflect new information obtained about facts and circumstances that existed at the
acquisition date that, if known, would have affected the amounts recognized as of December 31, 2020. The measurement period will not exceed one year from the acquisition dates.
The amount of revenue contributed by the acquisitions performed during 2020 to the consolidated financial statements of the Company for the year 2020 is $22.5 million, and the amount of profit after
tax is $6.3 million. Had the acquisitions been consolidated from January 1, 2020, the consolidated statement of comprehensive income would have included additional revenue of $14.7 million and additional profit after tax of $3.7 million.
For the year ended December 31, 2019
On August 2, 2019, the Company closed the acquisition of a 100% stake in ASI Operations LLC (“ASI Ops”), the company that performs the operation and maintenance services for the Solana and Mojave
plants. The total equity investment amounted to $6 million. The acquisition has been accounted for in the consolidated financial statements of Atlantica, in accordance with IFRS 3, Business Combinations.
On October 22, 2019, the Company closed the acquisition of ATN Expansion 2 from Enel Green Power Peru, for a total equity investment of $20 million, controlling the asset from this date. The
purchase has been accounted for in the consolidated accounts of Atlantica, in accordance with IFRS 3, Business Combinations.
The amount of assets and liabilities consolidated at the effective acquisition date is shown in the following table:
|
|
Business combinations for the year ended December 31, 2019
|
|
Concessional assets (Note 6)
|
|
|
28,738
|
|
Current assets
|
|
|
1,503
|
|
Deferred tax liabilities (Note 18)
|
|
|
(2,539
|
)
|
Other current and non-current liabilities
|
|
|
(1,512
|
)
|
Total net assets acquired at fair value
|
|
|
26,190
|
|
Asset acquisition - purchase price
|
|
|
(26,190
|
)
|
Net result of business combinations
|
|
|
-
|
|
The purchase price was equal to the fair value of the net assets acquired.
The allocation of the purchase prices was provisional as of December 31, 2019 for some of the acquisitions that were made effective near to year end. No significant adjustments were made in 2020 to
the amounts indicated in the table above during the measurement period (one year from the acquisition dates).
The amount of revenue contributed by the acquisitions performed during 2019 to the consolidated financial statements of the Company for the year 2019 was $0.3 million, and the amount of profit after
tax was nil. Had the acquisitions been consolidated from January 1, 2019, the consolidated statement of comprehensive income would have included additional revenue of $2.3 million and additional profit after tax of $1.2 million.
Note 6.- Contracted concessional assets
Contracted concessional assets include fixed assets financed through project debt, related to service concession arrangements recorded in accordance with IFRIC 12, except for Palmucho, which is
recorded in accordance with IFRS 16, and PS10, PS20, Seville PV, Mini-Hydro, Chile TL3, ATN Expansion 2 and Chile PV I, which are recorded as property plant and equipment in accordance with IAS 16.
For further details on the application of IFRIC 12 to projects, see Appendix III.
a)
|
The following table shows the movements of assets included in the heading “Contracted Concessional assets” for 2020:
|
Cost
|
|
|
Financial
assets
under
IFRIC
12
|
|
|
Financial
assets
under
IFRS 16
(Lessor)
|
|
|
Intangible
assets
under
IFRIC 12
|
|
|
Intangible
assets
under
IFRS 16
(Lessee)
|
|
|
Other
intangible
assets
|
|
|
Property,
plant and
equipment
|
|
|
Total
assets
|
|
Total as of January 1, 2020
|
|
|
872,945
|
|
|
|
3,459
|
|
|
|
9,183,011
|
|
|
|
60,618
|
|
|
|
12,927
|
|
|
|
251,637
|
|
|
|
10,384,597
|
|
Additions
|
|
|
-
|
|
|
|
-
|
|
|
|
29,213
|
|
|
|
1,832
|
|
|
|
557
|
|
|
|
3,753
|
|
|
|
35,355
|
|
Subtractions
|
|
|
-
|
|
|
|
-
|
|
|
|
(71,706
|
)
|
|
|
(954
|
)
|
|
|
-
|
|
|
|
(223
|
)
|
|
|
(72,883
|
)
|
Business combinations (Note 5)
|
|
|
102,560
|
|
|
|
-
|
|
|
|
-
|
|
|
|
385
|
|
|
|
-
|
|
|
|
63,916
|
|
|
|
166,861
|
|
Translation differences
|
|
|
(8,166
|
)
|
|
|
(163
|
)
|
|
|
326,791
|
|
|
|
4,349
|
|
|
|
317
|
|
|
|
17,836
|
|
|
|
340,964
|
|
Reclassification and other movements
|
|
|
(30,502
|
)
|
|
|
(355
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(30,857
|
)
|
Total cost
|
|
|
936,837
|
|
|
|
2,941
|
|
|
|
9,467,309
|
|
|
|
66,230
|
|
|
|
13,801
|
|
|
|
336,919
|
|
|
|
10,824,037
|
|
Depreciation, amortization and impairment
|
|
Financial
assets
under
IFRIC 12
|
|
|
Financial
assets
under
IFRS 16
(Lessor)
|
|
|
Intangible
assets
under
IFRIC 12
|
|
|
Intangible
assets
under
IFRS 16
(Lessee)
|
|
|
Other
intangible
assets
|
|
|
Property,
plant and
equipment
|
|
|
Total assets
|
|
Total as of January 1, 2020
|
|
|
(57,258
|
)
|
|
|
-
|
|
|
|
(2,055,946
|
)
|
|
|
(6,585
|
)
|
|
|
(3,653
|
)
|
|
|
(100,026
|
)
|
|
|
(2,223,468
|
)
|
Additions
|
|
|
(27,111
|
)
|
|
|
-
|
|
|
|
(338,393
|
)
|
|
|
(3,527
|
)
|
|
|
(2,219
|
)
|
|
|
(13,739
|
)
|
|
|
(384,989
|
)
|
Subtractions
|
|
|
-
|
|
|
|
-
|
|
|
|
17,571
|
|
|
|
634
|
|
|
|
-
|
|
|
|
49
|
|
|
|
18,253
|
|
Reversal of impairment
|
|
|
-
|
|
|
|
-
|
|
|
|
18,787
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,787
|
|
Business combinations (Note 5)
|
|
|
(3,797
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,797
|
)
|
Translation differences
|
|
|
476
|
|
|
|
-
|
|
|
|
(84,538
|
)
|
|
|
(581
|
)
|
|
|
(238
|
)
|
|
|
(8,524
|
)
|
|
|
(93,405
|
)
|
Total depreciation, amortization and impairment
|
|
|
(87,689
|
)
|
|
|
-
|
|
|
|
(2,442,520
|
)
|
|
|
(10,060
|
)
|
|
|
(6,111
|
)
|
|
|
(122,239
|
)
|
|
|
(2,668,619
|
)
|
During 2020, the cost of contracted concessional assets increased primarily due to the effect of the appreciation of the Euro against the U.S. dollar for the year ended December 31,2020, compared to
the year ended December 31, 2019, and to the acquisition of new concessional assets (Note 5)
This increase is mainly offset by the amortization charge for the year and the write-off registered in Solana (see below).
The decrease included in “Reclassification and other movements” is mainly due to the reclassification from the long to the short term of the current portion of the contracted concessional financial
assets.
Solana storage system partial write-off
The availability in the storage system of Solana has been lower than expected in 2020 due to certain leaks identified in the storage system in the first quarter. The Company has a preliminary plan
to replace some elements of the storage system, which have been written off in these consolidated financial statements through profit and loss in the line “Depreciation, amortization, and impairment charges” for an estimated net book value of
approximately $48 million. The exact scope and timing of the improvements and repairs are currently under review and still need to be finalized.
Solana triggering event of impairment
The Company identified in 2020 a triggering event of impairment for Solana as a result of the underperformance of the plant in terms of production. The Company therefore performed an impairment test
as of December 31, 2020, which resulted in the recoverable amount (value in use) exceeding the carrying amount of the asset by 10%. To determine the value in use of the asset, a specific discount rate has been used in each year considering
changes in the debt/equity leverage ratio over the useful life of this project, resulting in the use of a range of discount rates between 3.8% and 4.3%.
An adverse change in the key assumptions which are individually used for the valuation would not lead to future impairment recognition; neither in case of a 5% decrease in generation over the entire
remaining useful life (PPA) of the project nor in case of an increase of 50 basis points in the discount rate.
Change in the useful life of the solar plants in Spain
Further to the recent developments in the Energy and Climate Policy Framework adopted by Spain in 2020, the Company concluded that the expected deep transformation of the electricity sector in Spain
would probably significantly reduce the market price at which the electricity is sold in the mid- to long-term. In particular, the Company believes this may impact the price captured by the Company’s solar plants in Spain after the end of the
regulation in place (2035 to 2038 onwards). As a result, the price captured by the plants after 2035 to 2038 (the end of the 25 years regulatory period) would likely not be sufficient to cover operating costs. In this case, the plants would stop
operating and be dismantled at that point in time.
The Company believes that it is possible that long-term price evolution and technology changes could result in scenarios where the plants may continue to operate after the end of the regulatory
period. Nevertheless, given the information currently available, the Company decided to reduce the useful life of the CSP plants in Spain from 35 years to 25 years after COD. This change of estimate of the useful life, effective September 1st,
2020, is accounted for as a change in accounting estimate in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors.
The main impacts recorded prospectively in these consolidated financial statements are:
|
-
|
an increased amortization charge from September 1st, 2020, considering the reduction in the residual useful life of the plants.
The impact is approximately $23 million as of December 31, 2020, recorded within the line “Depreciation, amortization and impairment charges” in the profit and loss statement.
|
|
-
|
an increase in the discounted value of the dismantling provision, as the dismantling of the plants would occur earlier. The provision increased by approximately $13 million as of December 31, 2020 (Note 16).
|
In addition, reducing the useful life of the solar plants in Spain is a triggering event of impairment, given that the recoverable amount of the asset is negatively impacted if the plants stop
operating in year 25 after COD.
The Company therefore performed an impairment test as of December 31, 2020, which resulted in the recoverable amount (value in use) exceeding the carrying amount of the assets by 6%. To determine
the value in use of the assets, a specific discount rate has been used in each year considering changes in the debt/equity leverage ratio over the useful life of these projects, resulting in the use of a range of discount rates between 3.3% and
3.8%.
An adverse change in the key assumptions which are individually used for the valuation would not lead to future impairment recognition; neither in case of a 5% decrease in generation over the entire
remaining useful life of the projects nor in case of an increase of 50 basis points in the discount rate.
Palmatir and Cadonal impairment reversals
As part of the triggering event analysis performed for Palmatir and Cadonal assets in 2020, the Company identified factors, such as a reduced discount rate according to favorable market conditions,
increasing their recoverable amount (value in use). The Company therefore performed an impairment test as of December 31, 2020, which resulted in the reversal of impairments previously recorded, for an amount of $15.6 million and $3.1 million in
Cadonal and Palmatir, respectively, recorded within the line “Depreciation, amortization and impairment charges” of the profit and loss statement.
No losses from impairment of contracted concessional assets, excluding any change in the provision for expected credit losses under IFRS 9, Financial instruments, were recorded during the years
ended December 31, 2020 and 2019. The impairment provision based on the expected credit losses on contracted concessional financial assets increased by $29 million in the year ended December 31, 2020 (reversal of $6 million in the year ended
December 31, 2019), primarily in ACT.
b)
|
The following table shows the movements of assets included in the heading “Contracted Concessional assets” for 2019:
|
Cost
|
|
Financial
assets
under
IFRIC
12
|
|
|
Financial
assets
under
IFRS 16
(Lessor)
|
|
|
Intangible
assets
under
IFRIC 12
|
|
|
Intangible
assets
under
IFRS 16
(Lessee)
|
|
|
Other
intangible
assets
|
|
|
Property,
plant and
equipment
|
|
|
Total
assets
|
|
Total as of January 1, 2019
|
|
|
902,508
|
|
|
|
4,068
|
|
|
|
9,265,742
|
|
|
|
60,808
|
|
|
|
4,008
|
|
|
|
238,694
|
|
|
|
10,475,828
|
|
Additions
|
|
|
-
|
|
|
|
-
|
|
|
|
91
|
|
|
|
-
|
|
|
|
454
|
|
|
|
886
|
|
|
|
1,431
|
|
Subtractions
|
|
|
-
|
|
|
|
-
|
|
|
|
(22,391
|
)
|
|
|
(347
|
)
|
|
|
(15
|
)
|
|
|
(119
|
)
|
|
|
(22,872
|
)
|
Business combinations (Note 5)
|
|
|
-
|
|
|
|
-
|
|
|
|
2,067
|
|
|
|
-
|
|
|
|
8,548
|
|
|
|
18,123
|
|
|
|
28,738
|
|
Translation differences
|
|
|
(1,049
|
)
|
|
|
(295
|
)
|
|
|
(62,498
|
)
|
|
|
157
|
|
|
|
(68
|
)
|
|
|
(5,947
|
)
|
|
|
(69,700
|
)
|
Reclassification and other movements
|
|
|
(28,514
|
)
|
|
|
(314
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(28,828
|
)
|
Total cost
|
|
|
872,945
|
|
|
|
3,459
|
|
|
|
9,183,011
|
|
|
|
60,618
|
|
|
|
12,927
|
|
|
|
251,637
|
|
|
|
10,384,597
|
|
Depreciation, amortization and impairment
|
|
Financial
assets
under
IFRIC
12
|
|
|
Financial
assets
under
IFRS 16
(Lessor)
|
|
|
Intangible
assets
under
IFRIC 12
|
|
|
Intangible
assets
under
IFRS 16
(Lessee)
|
|
|
Other
intangible
assets
|
|
|
Property,
plant and
equipment
|
|
|
Total assets
|
|
Total as of January 1, 2019
|
|
|
(63,285
|
)
|
|
|
-
|
|
|
|
(1,766,179
|
)
|
|
|
(3,341
|
)
|
|
|
(2,157
|
)
|
|
|
(91,684
|
)
|
|
|
(1,926,646
|
)
|
Additions
|
|
|
-
|
|
|
|
-
|
|
|
|
(305,702
|
)
|
|
|
(3,294
|
)
|
|
|
(1,523
|
)
|
|
|
(10,147
|
)
|
|
|
(320,666
|
)
|
Subtractions
|
|
|
5,997
|
|
|
|
-
|
|
|
|
4,205
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
|
10,204
|
|
Translation differences
|
|
|
30
|
|
|
|
-
|
|
|
|
11,730
|
|
|
|
50
|
|
|
|
27
|
|
|
|
1,803
|
|
|
|
13,640
|
|
Total depreciation, amortization and impairment
|
|
|
(57,258
|
)
|
|
|
-
|
|
|
|
(2,055,946
|
)
|
|
|
(6,585
|
)
|
|
|
(3,653
|
)
|
|
|
(100,026
|
)
|
|
|
(2,223,468
|
)
|
During 2019, contracted concessional assets decreased primarily due to the effect of the depreciation of the Euro against the U.S. dollar for the year ended December 31, 2019 compared to December
31, 2018 and to the amortization charge for the year.
Other relevant movements in the cost of contracted concessional assets were an increase for the acquisition of new concessional assets (Note 5), offset by a decrease for the payments received from
Abengoa by Solana in January, June and December 2019 further to Abengoa´s obligation as EPC Contractor for a total amount of $22.2 million (Note 15), included in the line "Subtractions" in the table above.
The decrease included in “Reclassification and other movements” is mainly due to the reclassification from the long to the short term of the current portion of the contracted concessional financial
assets.
The Company has not identified any triggering event of impairment for its contracted concessional assets, and consequently, no losses from impairment of contracted concessional assets were recorded
during the year ended December 31, 2019.
Note 7.- Investments carried under the equity method
The table below shows the breakdown and the movement of the investments held in associates for 2020 and 2019:
Investments in associates
|
|
2020
|
|
|
2019
|
|
Initial balance
|
|
|
139,925
|
|
|
|
53,419
|
|
Share of (loss)/profit
|
|
|
510
|
|
|
|
7,457
|
|
Distributions
|
|
|
(23,703
|
)
|
|
|
(36,780
|
)
|
Acquisitions
|
|
|
-
|
|
|
|
113,897
|
|
Others (incl. currency translation differences)
|
|
|
(118
|
)
|
|
|
1,932
|
|
Final balance
|
|
|
116,614
|
|
|
|
139,925
|
|
Decrease in investments carried under the equity method in 2020 is primarily due to distributions received from the projects Honaine for $4.5 million ($4.6 million in 2019) and Amherst for $16.1
million ($25.9 million in 2019). A significant portion of the distributions received from Amherst are distributed by the Company to Algonquin Power Co. (Note 13).
On May 24, 2019, Atlantica and Algonquin formed AYES Canada, a vehicle to channel co-investment opportunities in which Atlantica holds the majority of voting rights. The first investment was in
Amherst Island, a 75 MW wind plant in Canada owned by the project company Windlectric. Atlantica invested $4.9 million and Algonquin invested $92.3 million, both through AYES Canada, which in turn invested those funds in AIP, the holding company
of Windlectric. Atlantica accounts for the investment in AIP and ultimately Windlectric under the equity method as per IAS 28, Investments in Associates and Joint Ventures. Since Atlantica has control over AYES Canada under IFRS 10 Consolidated
Financial Statements, its consolidated financial statements initially showed a total investment in the Amherst Island project of $97.2 million, accounted for as “Investments carried under the equity method” and Algonquin’s portion of that
investment of $92.3 million as “Non-controlling interest”.
On August 2, 2019, the Company closed the acquisition of a 30% stake in Monterrey, a 142 MW gas-fired engine facility with batteries. The total investment amounted to $42.0 million, out of which
$16.7 million is an equity investment, and the rest is a shareholder loan classified as financial investments in these consolidated financial statements. The acquisition has been accounted for in the consolidated accounts of Atlantica, in
accordance with IAS 28, Investments in Associates.
The tables below show a breakdown of stand-alone amounts of assets, revenues and profit and loss as well as other information of interest for the years 2020 and 2019 for the associated companies:
Company
|
|
%
Shares
|
|
|
Non-
current
assets
|
|
|
Current
assets
|
|
|
Non-
current
liabilities
|
|
|
Current
liabilities
|
|
|
Revenue
|
|
|
Operating
profit/
(loss)
|
|
|
Net
profit/
(loss)
|
|
|
Investment
under the
equity
method
|
|
Evacuación Valdecaballeros, S.L.
|
|
|
57.16
|
|
|
|
19,531
|
|
|
|
1,130
|
|
|
|
16,721
|
|
|
|
646
|
|
|
|
853
|
|
|
|
(167
|
)
|
|
|
(194
|
)
|
|
|
976
|
|
Myah Bahr Honaine,
S.P.A.(*)
|
|
|
25.50
|
|
|
|
165,688
|
|
|
|
57,808
|
|
|
|
71,867
|
|
|
|
12,742
|
|
|
|
50,739
|
|
|
|
30,519
|
|
|
|
12,402
|
|
|
|
39,204
|
|
Pectonex, R.F. Proprietary Limited
|
|
|
50.00
|
|
|
|
2,743
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
-
|
|
|
|
(168
|
)
|
|
|
(168
|
)
|
|
|
1,587
|
|
Evacuación Villanueva del Rey, S.L
|
|
|
40.02
|
|
|
|
3,201
|
|
|
|
134
|
|
|
|
1,861
|
|
|
|
257
|
|
|
|
-
|
|
|
|
52
|
|
|
|
-
|
|
|
|
-
|
|
Ca Ku A1, S.A.P.I de CV (PTS)
|
|
|
5.00
|
|
|
|
468,131
|
|
|
|
156,528
|
|
|
|
604,986
|
|
|
|
25,773
|
|
|
|
80,240
|
|
|
|
17,415
|
|
|
|
1,615
|
|
|
|
30
|
|
Pemcorp SAPI de CV (**)
|
|
|
30.00
|
|
|
|
127,429
|
|
|
|
121,468
|
|
|
|
258,295
|
|
|
|
4,725
|
|
|
|
28,832
|
|
|
|
3,068
|
|
|
|
(6,237
|
)
|
|
|
15,514
|
|
ABY Infraestructuras S.L.U.
|
|
|
20.00
|
|
|
|
135
|
|
|
|
84
|
|
|
|
-
|
|
|
|
63
|
|
|
|
-
|
|
|
|
(53
|
)
|
|
|
(53
|
)
|
|
|
17
|
|
Windlectric Inc (***)
|
|
|
30.00
|
|
|
|
316,251
|
|
|
|
7,229
|
|
|
|
216,765
|
|
|
|
31,403
|
|
|
|
23,663
|
|
|
|
10,451
|
|
|
|
(493
|
)
|
|
|
59,116
|
|
Other renewable energy joint ventures (****)
|
|
|
50.00
|
|
|
|
323
|
|
|
|
210
|
|
|
|
-
|
|
|
|
19
|
|
|
|
-
|
|
|
|
(66
|
)
|
|
|
(66
|
)
|
|
|
169
|
|
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,614
|
|
Company
|
|
%
Shares
|
|
|
Non-
current
assets
|
|
|
Current
assets
|
|
|
Non-
current
liabilities
|
|
|
Current
liabilities
|
|
|
Revenue
|
|
|
Operating
profit/
(loss)
|
|
|
Net
profit/
(loss)
|
|
|
Investment
under the
equity
method
|
|
Evacuación Valdecaballeros, S.L.
|
|
|
57.16
|
|
|
|
18,584
|
|
|
|
1,268
|
|
|
|
13,145
|
|
|
|
783
|
|
|
|
694
|
|
|
|
(277
|
)
|
|
|
(303
|
)
|
|
|
2,348
|
|
Myah Bahr Honaine,
S.P.A.(*)
|
|
|
25.50
|
|
|
|
184,332
|
|
|
|
63,148
|
|
|
|
71,614
|
|
|
|
13,562
|
|
|
|
51,504
|
|
|
|
33,372
|
|
|
|
30,186
|
|
|
|
45,222
|
|
Pectonex, R.F. Proprietary Limited
|
|
|
50.00
|
|
|
|
3,074
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
|
-
|
|
|
|
(190
|
)
|
|
|
(190
|
)
|
|
|
1,391
|
|
Evacuación Villanueva del Rey, S.L
|
|
|
40.02
|
|
|
|
2,946
|
|
|
|
107
|
|
|
|
1,841
|
|
|
|
225
|
|
|
|
-
|
|
|
|
47
|
|
|
|
-
|
|
|
|
-
|
|
Ca Ku A1, S.A.P.I de CV (PTS)
|
|
|
5.00
|
|
|
|
486,179
|
|
|
|
55,423
|
|
|
|
-
|
|
|
|
543,077
|
|
|
|
-
|
|
|
|
(39
|
)
|
|
|
(495
|
)
|
|
|
-
|
|
Pemcorp SAPI de CV (**)
|
|
|
30.00
|
|
|
|
125,301
|
|
|
|
72,669
|
|
|
|
197,324
|
|
|
|
5,090
|
|
|
|
32,302
|
|
|
|
5,737
|
|
|
|
(10,073
|
)
|
|
|
17,179
|
|
ABY Infraestructuras S.L.U.
|
|
|
20.00
|
|
|
|
-
|
|
|
|
59
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(104
|
)
|
|
|
(101
|
)
|
|
|
11
|
|
Windlectric Inc (***)
|
|
|
30.00
|
|
|
|
319,041
|
|
|
|
10,655
|
|
|
|
232,938
|
|
|
|
22,424
|
|
|
|
24,867
|
|
|
|
11,125
|
|
|
|
(6,537
|
)
|
|
|
73,693
|
|
Other renewable energy joint ventures (****)
|
|
|
50.00
|
|
|
|
47
|
|
|
|
146
|
|
|
|
6
|
|
|
|
70
|
|
|
|
-
|
|
|
|
(46
|
)
|
|
|
(46
|
)
|
|
|
81
|
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139,925
|
|
The Company has no control over Evacuación Valdecaballeros, S.L. as all relevant decisions of this company require the approval of a minimum of shareholders accounting for more than 75% of the
shares.
None of the associated companies referred to above are a listed company.
(*) Myah Bahr Honaine, S.P.A., the project entity, is 51% owned by Geida Tlemcen, S.L. which is accounted for using the equity method in these consolidated financial statements. Share of profit of
Myah Bahr Honaine S.P.A. included in these consolidated financial statements amounts to $3.1 million in 2020 and $7.7 million in 2019.
(**) Pemcorp SAPI de CV, Monterrey´s project entity, is 100% owned by Arroyo Netherlands II B.V. which is accounted for under the equity method in these consolidated financial statements. Arroyo
Netherlands II B.V. is 30% owned by Atlantica. Share of profit of Pemcorp SAPI de CV included in these consolidated financial statements amounts to a loss of $1.9 million in 2020 and a profit of $0.5 million in 2019.
(***) Windlectric Inc., the project entity, is 100% owned by Amherst Island Partnership which is accounted for under the equity method.
(****) Other renewable energy joint ventures correspond to investments made in the following entities: AC Renovables Sol 1 SAS Esp, PA Renovables Sol 1 SAS Esp, SJ Renovables Sun 1 SAS Esp and SJ Renovables Wind 1 SAS
Esp.
Note 8.- Financial instruments by category
Financial instruments, in addition to Contracted concessional assets disclosed in Note 6, are primarily deposits, derivatives, trade and other receivables and loans. Financial instruments by
category (current and non-current), reconciled with the statement of financial position as of December 31, 2020 and 2019 are as follows:
|
|
Notes
|
|
|
Amortized cost
|
|
|
Fair value
through Other
Comprehensive
Income
|
|
|
Fair value
through
profit or loss
|
|
|
Balance as of
December 31,
2020
|
|
Derivative assets
|
|
|
9
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,559
|
|
|
|
1,559
|
|
Investment in Ten West Link
|
|
|
|
|
|
|
-
|
|
|
|
12,896
|
|
|
|
-
|
|
|
|
12,896
|
|
Investment in Rioglass
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,687
|
|
|
|
2,687
|
|
Financial assets under IFRIC 12 (short-term portion)
|
|
|
|
|
|
|
178,198
|
|
|
|
-
|
|
|
|
-
|
|
|
|
178,198
|
|
Trade and other receivables
|
|
|
11
|
|
|
|
331,735
|
|
|
|
-
|
|
|
|
-
|
|
|
|
331,735
|
|
Cash and cash equivalents
|
|
|
12
|
|
|
|
868,501
|
|
|
|
-
|
|
|
|
-
|
|
|
|
868,501
|
|
Other financial investments
|
|
|
|
|
|
|
94,497
|
|
|
|
-
|
|
|
|
-
|
|
|
|
94,497
|
|
Total financial assets
|
|
|
|
|
|
|
1,472,931
|
|
|
|
12,896
|
|
|
|
4,246
|
|
|
|
1,490,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt
|
|
|
14
|
|
|
|
993,725
|
|
|
|
-
|
|
|
|
-
|
|
|
|
993,725
|
|
Project debt
|
|
|
15
|
|
|
|
5,237,614
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,237,614
|
|
Related parties – non-current
|
|
|
10
|
|
|
|
6,810
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,810
|
|
Trade and other current liabilities
|
|
|
17
|
|
|
|
92,557
|
|
|
|
-
|
|
|
|
-
|
|
|
|
92,557
|
|
Derivative liabilities
|
|
|
9
|
|
|
|
-
|
|
|
|
-
|
|
|
|
328,184
|
|
|
|
328,184
|
|
Total financial liabilities
|
|
|
|
|
|
|
6,330,707
|
|
|
|
-
|
|
|
|
328,184
|
|
|
|
6,658,891
|
|
|
|
Notes
|
|
|
Amortized cost
|
|
|
Fair value
through Other
Comprehensive
Income
|
|
|
Fair value
through
profit or loss
|
|
|
Balance as of
December 31,
2019
|
|
Derivative assets
|
|
|
9
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,230
|
|
|
|
5,230
|
|
Investment in Ten West Link
|
|
|
|
|
|
|
-
|
|
|
|
9,874
|
|
|
|
-
|
|
|
|
9,874
|
|
Investment in Rioglass
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,000
|
|
|
|
7,000
|
|
Financial assets under IFRIC 12 (short-term portion)
|
|
|
|
|
|
|
160,624
|
|
|
|
-
|
|
|
|
-
|
|
|
|
160,624
|
|
Trade and other receivables
|
|
|
11
|
|
|
|
317,568
|
|
|
|
-
|
|
|
|
-
|
|
|
|
317,568
|
|
Cash and cash equivalents
|
|
|
12
|
|
|
|
562,795
|
|
|
|
-
|
|
|
|
-
|
|
|
|
562,795
|
|
Other financial investments
|
|
|
|
|
|
|
127,436
|
|
|
|
-
|
|
|
|
-
|
|
|
|
127,436
|
|
Total financial assets
|
|
|
|
|
|
|
1,168,423
|
|
|
|
9,874
|
|
|
|
12,230
|
|
|
|
1,190,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt
|
|
|
14
|
|
|
|
723,791
|
|
|
|
-
|
|
|
|
-
|
|
|
|
723,791
|
|
Project debt
|
|
|
15
|
|
|
|
4,852,348
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,852,348
|
|
Related parties – non-current
|
|
|
10
|
|
|
|
17,115
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17,115
|
|
Trade and other current liabilities
|
|
|
17
|
|
|
|
128,062
|
|
|
|
-
|
|
|
|
-
|
|
|
|
128,062
|
|
Derivative liabilities
|
|
|
9
|
|
|
|
-
|
|
|
|
-
|
|
|
|
298,744
|
|
|
|
298,744
|
|
Total financial liabilities
|
|
|
|
|
|
|
5,721,316
|
|
|
|
-
|
|
|
|
298,744
|
|
|
|
6,020,060
|
|
Other financial investments as of December 31, 2020 include, among others, a loan to Monterrey (Note 7) and restricted cash for repairs or scheduled major maintenance work. As of December 31, 2019,
Other financial investments additionally included a loan to Befesa Agua Tenes amounting to $13 million (Note 1).
Investment in Ten West Link is a 12.5% interest in a 114-mile transmission line in the U.S., currently under development.
Investment in Rioglass corresponds to 15.12% of the equity interest of Rioglass, a multinational solar power and renewable energy technology manufacturer, acquired in May 2019 by the Company (Note
1).
Note 9.- Derivative financial instruments
The breakdowns of the fair value amount of the derivative financial instruments as of December 31, 2020 and 2019 are as follows:
|
|
Balance as of December 31, 2020
|
|
|
Balance as of December 31, 2019
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
Assets
|
|
|
Liabilities
|
|
Interest rate cash flow hedge
|
|
|
898
|
|
|
|
302,302
|
|
|
|
1,619
|
|
|
|
298,744
|
|
Foreign exchange derivatives instruments
|
|
|
661
|
|
|
|
-
|
|
|
|
3,610
|
|
|
|
-
|
|
Notes conversion option (Note 14)
|
|
|
-
|
|
|
|
25,882
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
1,559
|
|
|
|
328,184
|
|
|
|
5,230
|
|
|
|
298,744
|
|
The derivatives are primarily interest rate cash-flow hedges. All are classified as non-current assets or non-current liabilities, as they hedge long-term financing agreements.
As stated in Note 3 to these consolidated financial statements, the general policy is to hedge variable interest rates of financing agreements using two types of hedging
derivatives:
-
|
Interest rate swaps under which the Company receives the floating leg and pays the fixed leg; and
|
-
|
Purchased call options (cap), in exchange of a premium to fix the maximum interest rate cost.
|
The notional amounts hedged, strikes contracted and maturities, depending on the characteristics of the debt on which the interest rate risk is being hedged, can be diverse:
-
|
Project debt in Euros: the Company hedges 100% of the notional amount, maturities until 2030 and average guaranteed interest rates of between 0.00% and 4.87%.
|
-
|
Project debt in U.S. dollars: the Company hedges between 72% and 100% of the notional amount, including maturities until 2034 and average guaranteed interest rates of between 1.98% and 5.27%.
|
The table below shows a breakdown of the maturities of notional amounts of interest rate cash flow hedge derivatives as of December 31, 2020 and 2019.
Notionals
|
|
Balance as of December 31, 2020
|
|
|
Balance as of December 31, 2019
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
Assets
|
|
|
Liabilities
|
|
Up to 1 year
|
|
|
61,364
|
|
|
|
120,874
|
|
|
|
43,266
|
|
|
|
117,574
|
|
Between 1 and 2 years
|
|
|
296,828
|
|
|
|
249,785
|
|
|
|
45,955
|
|
|
|
124,908
|
|
Between 2 and 3 years
|
|
|
257,548
|
|
|
|
276,111
|
|
|
|
49,259
|
|
|
|
240,570
|
|
Subsequent years
|
|
|
292,011
|
|
|
|
852,696
|
|
|
|
455,235
|
|
|
|
1,697,033
|
|
Total
|
|
$
|
907,752
|
|
|
$
|
1,499,466
|
|
|
$
|
593,715
|
|
|
$
|
2,180,085
|
|
The table below shows a breakdown of the maturity of the fair values of interest rate cash flow hedge derivatives as of December 31, 2020 and 2019:
Fair value
|
|
Balance as of December 31, 2020
|
|
|
Balance as of December 31, 2019
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
Assets
|
|
|
Liabilities
|
|
Up to 1 year
|
|
|
59
|
|
|
|
(21,042
|
)
|
|
|
118
|
|
|
|
(18,721
|
)
|
Between 1 and 2 years
|
|
|
255
|
|
|
|
(48,276
|
)
|
|
|
128
|
|
|
|
(19,787
|
)
|
Between 2 and 3 years
|
|
|
305
|
|
|
|
(55,220
|
)
|
|
|
140
|
|
|
|
(21,802
|
)
|
Subsequent years
|
|
|
280
|
|
|
|
(177,764
|
)
|
|
|
1,234
|
|
|
|
(238,434
|
)
|
Total
|
|
$
|
898
|
|
|
$
|
(302,302
|
)
|
|
$
|
1,619
|
|
|
$
|
(298,744
|
)
|
The net amount of the fair value of interest rate derivatives designated as cash flow hedges transferred to the consolidated income statement in 2020 is a loss of $58,381 thousand (loss of $55,765
thousand in 2019 and a loss of $67,519 thousand in 2018).
The after-tax result accumulated in equity in connection with derivatives designated as cash flow hedges at the years ended December 31, 2020 and 2019, amount to a $96,641 thousand gain and a
$73,797 thousand gain respectively.
Additionally, the Company owns following derivatives instruments:
|
-
|
currency options with leading international financial institutions, which guarantee minimum Euro-U.S. dollar exchange rates. The strategy of the Company is to hedge the exchange rate for the net distributions
from its Spanish assets after deducting euro-denominated interest payments and euro-denominated general and administrative expenses. Through currency options, the strategy of the Company is to hedge 100% of its euro-denominated net
exposure for the next 12 months and 75% of its euro denominated net exposure for the following 12 months, on a rolling basis. Change in fair value of these foreign exchange derivatives instruments are directly recorded in the consolidated
income statement.
|
|
-
|
the conversion option of notes issued in July 2020 (Note 14), which fair value is a liability of $26 million as of December 31, 2020.
|
Note 10.- Related parties
The related parties of the Company are primarily Algonquin and its subsidiaries, non-controlling interests (Note 13), entities accounted for under the equity method (Note 7) and directors and the
senior management of the Company.
Details of balances with related parties as of December 31, 2020 and 2019 are as follows:
|
|
Balance as of December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Credit receivables (current)
|
|
|
23,067
|
|
|
|
13,350
|
|
Credit receivables (non-current)
|
|
|
10,082
|
|
|
|
21,355
|
|
Total receivables from related parties
|
|
|
33,149
|
|
|
|
34,705
|
|
|
|
|
|
|
|
|
|
|
Credit payables (current)
|
|
|
18,477
|
|
|
|
23,979
|
|
Credit payables (non-current)
|
|
|
6,810
|
|
|
|
17,115
|
|
Total payables to related parties
|
|
|
25,287
|
|
|
|
41,094
|
|
Current credit receivables as of December 31, 2020 mainly correspond to the short-term portion of the loan to Arroyo Netherland II B.V., the holding company of Pemcorp SAPI de CV., Monterrey´s
project entity (Note 7) for $15.5 million ($4.0 million as of December 31, 2019) and to a dividend to be collected from Amherst Island Partnership for $4.3 million ($5.5 million as of December 31, 2019).
Non-current credit receivables as of December 31, 2020 and December 31, 2019 correspond to the long-term portion of the loan to Arroyo Netherland II B.V.
Credit payables relate to debts with non-controlling interests partners in Kaxu, Solaben 2&3 and Solacor 1&2 for an amount of $21.1 million as of December 31, 2020 ($35.6 million as of
December 31, 2019). Current credit payables also include the dividend to be paid from Atlantica Yield Energy Solutions Ltd to Algonquin for $4.2 million as of December 31, 2020 ($5.4 million as of December 31, 2019).
The transactions carried out by entities included in these consolidated financial statements with related parties not included in the consolidation perimeter of Atlantica, for the years ended
December 31, 2020, 2019 and 2018 have been as follows:
|
|
For the year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Services received
|
|
|
-
|
|
|
|
-
|
|
|
|
(101,582
|
)
|
Financial income
|
|
|
2,017
|
|
|
|
978
|
|
|
|
3,721
|
|
Financial expenses
|
|
|
(155
|
)
|
|
|
(195
|
)
|
|
|
(398
|
)
|
Services received in 2018 primarily included operation and maintenance services received by some assets from Abengoa and subsidiaries of Abengoa, which had been related parties during these years.
Further to the sale of its remaining 16.47% stake in the Company to Algonquin on November 27, 2018, Abengoa ceased to fulfill the conditions to be a related party as per IAS 24 - Related Parties Disclosures.
The total amount of the remuneration received by the Board of Directors of the Company, including the CEO, amounts to $3.4 million in 2020 ($2.5 million in
2019), including $1.0 million of annual bonus ($1.0 million in 2019). The increase of the total remuneration in 2020 is mainly due to the CEO having received a long-term award of $0.8 million in 2020. No long-term awards have vested in 2019. None
of the directors received any pension remuneration in 2020 nor 2019.
Note 11.- Trade and other receivables
Trade and other receivable as of December 31, 2020 and 2019, consist of the following:
|
|
Balance as of December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Trade receivables
|
|
|
258,087
|
|
|
|
242,008
|
|
Tax receivables
|
|
|
50,663
|
|
|
|
50,901
|
|
Prepayments
|
|
|
12,074
|
|
|
|
5,150
|
|
Other accounts receivable
|
|
|
10,911
|
|
|
|
19,508
|
|
Total
|
|
|
331,735
|
|
|
|
317,568
|
|
As of December 31, 2020, and 2019, the fair value of trade and other accounts receivable does not differ significantly from its carrying value.
Trade receivables in foreign currency as of December 31, 2020 and 2019, are as follows:
|
|
Balance as of December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Euro
|
|
|
105,826
|
|
|
|
108,280
|
|
South African Rand
|
|
|
24,121
|
|
|
|
24,289
|
|
Other
|
|
|
6,929
|
|
|
|
4,001
|
|
Total
|
|
|
136,876
|
|
|
|
136,570
|
|
Note 12.- Cash and cash equivalents
The following table shows the detail of Cash and cash equivalents as of December 31, 2020 and 2019:
|
|
Balance as of December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Cash at bank and on hand - non restricted
|
|
|
588,690
|
|
|
|
223,867
|
|
Cash at bank and on hand - restricted
|
|
|
279,811
|
|
|
|
338,928
|
|
Total
|
|
|
868,501
|
|
|
|
562,795
|
|
Cash includes funds held to satisfy the customary requirements of certain non-recourse debt agreements within the Company´s projects (Note 15) amounting to $280 million as of December 31, 2020 ($339
million as of December 31, 2019).
The following breakdown shows the main currencies in which cash and cash equivalent balances are denominated:
|
|
Balance as of December 31,
|
|
Currency
|
|
2020
|
|
|
2019
|
|
U.S. dollar
|
|
|
575,567
|
|
|
|
313,678
|
|
Euro
|
|
|
196,431
|
|
|
|
181,961
|
|
South African Rand
|
|
|
40,561
|
|
|
|
47,679
|
|
Mexican Peso
|
|
|
23,570
|
|
|
|
64
|
|
Algerian Dinar
|
|
|
21,114
|
|
|
|
9,301
|
|
Others
|
|
|
11,258
|
|
|
|
10,176
|
|
Total
|
|
|
868,501
|
|
|
|
562,795
|
|
Note 13.- Equity
As of December 31, 2020, the share capital of the Company amounts to $10,667,087 represented by 106,670,866 ordinary shares completely subscribed and disbursed with a nominal value of $0.10 each,
all in the same class and series. Each share grants one voting right.
Algonquin completed in 2018 the acquisition from Abengoa of its entire stake in Atlantica, 41.5% of the total shares of the Company, becoming the largest shareholder of the Company. On May 22, 2019,
the Company issued an additional 1,384,402 ordinary shares, which were fully subscribed by Algonquin for a total amount of $30,000,000, increasing the stake of Algonquin to 42.3%. Additionally, Algonquin purchased 2,000,000 ordinary shares on May
31, 2019, increasing its stake in Atlantica to 44.2%.
On December 11, 2020 the Company closed an underwritten public offering of 5,069,200 ordinary shares, including 661,200 ordinary shares sold pursuant to the full exercise of the
underwriters’ over-allotment option, at a price of $33 per new share. Gross proceeds were approximately $167 million. Given that the offering was issued through a subsidiary in Jersey, which became wholly owned by the Company at closing, and
subsequently liquidated, premium on issuance was credited to a merger reserve account (Capital reserves), net of issuance costs, for $161 million. Additionally, Algonquin committed to purchase 4,020,860 ordinary shares in a private
placement in order to maintain its previous equity ownership of 44.2% in the Company. The private placement closed on January 7, 2021. Gross proceeds were approximately $133 million.
Atlantica´s reserves as of December 31, 2020 are made up of share premium account and capital reserves. The share premium account reduction by $1,000,000 thousand during the year 2019, increasing capital reserves
by the same amount, was made effective upon confirmation received from the High Court in the UK, pursuant to the Companies Act 2006.
Other reserves primarily include the change in fair value of cash flow hedges and its tax effect.
Accumulated currency translation differences primarily include the result of translating the financial statements of subsidiaries prepared in a foreign currency into the presentation currency of the Company, the
U.S. dollar.
Accumulated deficit primarily includes results attributable to Atlantica.
Non-controlling interests fully relate to interests held by JGC in Solacor 1 and Solacor 2, by Idae in Seville PV, by Itochu Corporation in Solaben 2 and Solaben 3, by Algerian Energy
Company, SPA and Sacyr Agua S.L. in Skikda , by Industrial Development Corporation of South Africa (IDC) and Kaxu Community Trust in Kaxu, by Algonquin Power Co. in AYES Canada, by Algerian Energy Company, SPA in Tenes and by our partners in
the Chilean renewable energy platform in Chile PV I.
Additional information of subsidiaries including material non-controlling interests as of December 31, 2020 and 2019, are disclosed in Appendix IV.
Dividends declared during the year 2020 by the Board of Directors of the Company were:
-
|
On February 26, 2020, the Board of Directors declared a dividend of $0.41 per share corresponding to the fourth quarter of 2019. The dividend was paid on March 23, 2020 for a total amount of $41.7 million
|
-
|
On May 6, 2020, the Board of Directors of the Company approved a dividend of $0.41 per share corresponding to the first quarter of 2020. The dividend was paid on June 15, 2020 for a total amount of $41.7
million.
|
-
|
On July 31, 2020, the Board of Directors of the Company approved a dividend of $0.42 per share corresponding to the second quarter of 2020. The dividend was paid on September 15, 2020 for a total amount of $42.7
million.
|
-
|
On November 4, 2020, the Board of Directors declared a dividend of $0.42 per share corresponding to the third quarter of 2020. The dividend was paid on December 15, 2020 for a total amount of $42.7 million.
|
In addition, the Company declared dividends to non-controlling interests, primarily to Algonquin Power Co. for $14.7 million in 2020 ($25.6 million in 2019) and Algerian Energy Company, SPA for $5.6
million in 2020 ($4.1 million in 2019).
As of December 31, 2020, there was no treasury stock and there have been no transactions with treasury stock during the period then ended.
Note 14.- Corporate debt
The breakdown of the corporate debt as of December 31, 2020 and 2019 is as follows:
|
|
Balance as of December 31,
|
|
Non-current
|
|
2020
|
|
|
2019
|
|
Credit Facilities with financial entities
|
|
|
867,933
|
|
|
|
695,085
|
|
Notes and Bonds
|
|
|
102,144
|
|
|
|
-
|
|
Total Non-current
|
|
|
970,077
|
|
|
|
695,085
|
|
|
|
Balance as of December 31,
|
|
Current
|
|
2020
|
|
|
2019
|
|
Credit Facilities with financial entities
|
|
|
342
|
|
|
|
789
|
|
Notes and Bonds
|
|
|
23,306
|
|
|
|
27,917
|
|
Total Current
|
|
|
23,648
|
|
|
|
28,706
|
|
On February 10, 2017, the Company issued Senior Notes due 2022, 2023, 2024 (the “Note Issuance Facility 2017”), in an aggregate principal amount of €275,000 thousand. The Note Issuance Facility 2017
was fully repaid on April 2, 2020.
On July 20, 2017, the Company signed a credit facility (the “2017 Credit Facility”) for up to €10 million, approximately $12.2 million, which is available in euros or U.S. dollars. Amounts drawn
down accrue interest at a rate per year equal to EURIBOR plus 2% or LIBOR plus 2%, depending on the currency. As of December 31, 2020, the 2017 Credit Facility is fully available (€9 million drawn down as of December 31, 2019). The credit
facility maturity is December 13, 2021.
On May 10, 2018, the Company entered into a $215 million revolving credit facility (the “Revolving Credit Facility”) with Royal Bank of Canada, as administrative agent and Royal Bank of Canada and
Canadian Imperial Bank of Commerce, as issuers of letters of credit. Amounts drawn down accrue interest at a rate per year equal to (A) for Eurodollar rate loans, LIBOR plus a percentage determined by reference to the leverage ratio of the
Company, ranging between 1.60% and 2.25% and (B) for base rate loans, the highest of (i) the rate per annum equal to the weighted average of the rates on overnight U.S. Federal funds transactions with members of the U.S. Federal Reserve System
arranged by U.S. Federal funds brokers on such day plus ½ of 1.00%, (ii) the U.S. prime rate and (iii) LIBOR plus 1.00%, in any case, plus a percentage determined by reference to the leverage ratio of the Company, ranging between 0.60% and 1.00%.
Letters of credit may be issued using up to $100 million of the Revolving Credit Facility. During the year 2019, the amount of the Revolving Credit Facility increased from $215 million to $425 million and the maturity was extended to December 31,
2022. On December 31, 2020, the Company had issued letter of credits for $10 million and, therefore, $415 million of the Revolving Credit Facility are available. On December 31, 2019 the Company had drawn down $84 million which were repaid in the
third quarter of 2020.
On April 30, 2019, the Company entered into a senior unsecured note facility with a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder for a total amount of
€268 million (the “Note Issuance Facility 2019”). The principal amount was issued on May 24, 2019. The Note Issuance Facility 2019 includes an upfront fee of 2% paid on drawdown and its maturity date is April 30, 2025. Interest accrue at a rate
per annum equal to the sum of 3-month EURIBOR plus 4.50%. The interest rate on the Note Issuance Facility 2019 is fully hedged by an interest rate swap with effective date June 28, 2019 and maturity date June 30, 2022, resulting in the Company
paying a net fixed interest rate of 4.24%. The Note Issuance Facility 2019 provides that the Company may capitalize interest on the notes issued thereunder for a period of up to two years from closing at the Company´s discretion, subject to
certain conditions.
On October 8, 2019, the Company filed a euro commercial paper program (the “Commercial Paper”) with the Alternative Fixed Income Market (MARF) in Spain. The program had an original
maturity of twelve months and was extended for another twelve-month period on October 8, 2020. The program allows Atlantica to issue short term notes over the next twelve
months for up to €50 million, with such notes having a tenor of up to two years. As of December 31, 2020, the Company had €17.4 million issued and outstanding under the program at an average cost of 0.69% (€25 million as of December 31, 2019).
On April 1, 2020, the Company closed the secured 2020 Green Private Placement for €290 million (approximately $354 million). The private placement accrues interest at an annual 1.96% interest,
payable quarterly and has a June 2026 maturity. Net proceeds were primarily used to fully repay the Note Issuance Facility 2017.
On July 8, 2020, the Company entered into a senior unsecured financing (the “Note Issuance Facility 2020”) with Lucid Agency Services Limited, as agent, and a group of funds managed by Westbourne
Capital as purchasers of the notes issued thereunder for a total amount of approximately $171 million which is denominated in euros (€140 million). The Note Issuance Facility 2020 was issued on August 12, 2020, accrues interest at an annual 5.25%
interest, payable quarterly and has a maturity of seven years from the closing date.
On July 17, 2020, the Company issued $100 million aggregate principal amount of 4.00% convertible bonds (the “Green Exchangeable Notes”) due 2025. On July 29, 2020, the Company closed an additional
$15 million aggregate principal amount of the Green Exchangeable Notes. The notes mature on July 15, 2025 and bear interest at a rate of 4.00% per annum. The initial exchange rate of the notes is 29.1070 ordinary shares per $1,000 principal
amount of notes, which is equivalent to an initial exchange price of $34.36 per ordinary share. Noteholders may exchange their notes at their option at any time prior to the close of business on the scheduled trading day immediately preceding
April 15, 2025, only during certain periods and upon satisfaction of certain conditions. On or after April 15, 2025, noteholders may exchange their notes at any time. Upon exchange, the notes may be settled, at the election of the Company, into
ordinary shares of Atlantica, cash or a combination thereof. The exchange rate is subject to adjustment upon the occurrence of certain events.
On December 4, 2020, the Company entered into a credit facility (the “2020 Credit Facility”) for up to €5 million, approximately $6.1 million. Amounts drawn down accrue interest at a rate per year
equal to 2.50%. As of December 31, 2020, the total amount of the credit has been drawn down. The maturity date is December 4, 2025.
As per IAS 32, “Financial Instruments: Presentation”, the conversion option of the Green Exchangeable Notes is an embedded derivative classified within the line “Derivative liabilities” of these
consolidated financial statements (Note 9). It was initially valued at transaction date for $10 million, and prospective changes to its fair value are accounted for directly through the profit and loss statement. The principal element of the
Green Exchangeable Notes, classified within the line “Corporate debt” of these consolidated financial statements, is initially valued as the difference between the consideration received from the holders of the instrument and the value of the
embedded derivative, and thereafter, at amortized cost using the effective interest method as per IFRS 9, “Financial Instruments”.
The repayment schedule for the corporate debt as of December 31, 2020 is as follows:
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
2025
|
|
|
Subsequent
years
|
|
|
Total
|
|
2017 Credit Facility
|
|
|
41
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41
|
|
Notes Issuance Facility 2019
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
343,999
|
|
|
|
-
|
|
|
|
343,999
|
|
Commercial Paper
|
|
|
21,224
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,224
|
|
2020 Green Private Placement
|
|
|
289
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
351,026
|
|
|
|
351,315
|
|
Note Issuance Facility 2020
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
166,846
|
|
|
|
166,846
|
|
Green Exchangeable Notes
|
|
|
2,083
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
102,144
|
|
|
|
-
|
|
|
|
104,227
|
|
2020 Credit Facility
|
|
|
11
|
|
|
|
-
|
|
|
|
2,036
|
|
|
|
2,036
|
|
|
|
1,990
|
|
|
|
-
|
|
|
|
6,073
|
|
Total
|
|
|
23,648
|
|
|
|
-
|
|
|
|
2,036
|
|
|
|
2,036
|
|
|
|
448,133
|
|
|
|
517,872
|
|
|
|
993,725
|
|
The repayment schedule for the corporate debt as of December 31, 2019 was as follows:
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
Subsequent
years
|
|
|
Total
|
|
Revolving Credit Facility
|
|
|
701
|
|
|
|
-
|
|
|
|
81,164
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
81,865
|
|
Note Issuance Facility 2017
|
|
|
84
|
|
|
|
-
|
|
|
|
101,317
|
|
|
|
100,513
|
|
|
|
100,413
|
|
|
|
-
|
|
|
|
302,327
|
|
2017 Credit Facility
|
|
|
4
|
|
|
|
10,085
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,089
|
|
Notes Issuance Facility 2019
|
|
|
-
|
|
|
|
7,938
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
293,655
|
|
|
|
301,593
|
|
Commercial Paper
|
|
|
27,917
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
27,917
|
|
Total
|
|
|
28,706
|
|
|
|
18,023
|
|
|
|
182,481
|
|
|
|
100,513
|
|
|
|
100,413
|
|
|
|
293,655
|
|
|
|
723,791
|
|
The following table details the movement in corporate debt for the years 2020 and 2019, split between cash and non-cash items:
Corporate Debt
|
|
2020
|
|
|
2019
|
|
Initial balance
|
|
|
723,791
|
|
|
|
684,073
|
|
Cash Flow
|
|
|
171,182
|
|
|
|
6,620
|
|
Non-cash changes
|
|
|
98,752
|
|
|
|
33,098
|
|
Final balance
|
|
|
993,725
|
|
|
|
723,791
|
|
The non-cash changes primarily relate to interests accrued and to currency translation differences.
Note 15.- Project debt
The main purpose of the Company is the long-term ownership and management of contracted concessional assets, such as renewable energy, storage, efficient natural gas, electric transmission lines and
water assets, which are financed through project debt. This note shows the project debt linked to the contracted concessional assets included in Note 6 of these consolidated financial statements.
Project debt is generally used to finance contracted assets, exclusively using as a guarantee the assets and cash flows of the company or group of companies carrying out the activities financed. In
most of the cases, the assets and/or contracts are set up as a guarantee to ensure the repayment of the related financing. In addition, the cash of the Company´s projects includes funds held to satisfy the customary requirements of certain
non-recourse debt agreements and other restricted cash for an amount of $280 million as of December 31, 2020 ($339 million as of December 31, 2019).
Compared with corporate debt, project debt has certain key advantages, including a greater leverage and a clearly defined risk profile.
The variations in 2020 and 2019 of project debt have been the following:
|
|
Project debt -
long term
|
|
|
Project debt -
short term
|
|
|
Total
|
|
Balance as of December 31, 2019
|
|
|
4,069,909
|
|
|
|
782,439
|
|
|
|
4,852,348
|
|
Increases
|
|
|
613,604
|
|
|
|
268,339
|
|
|
|
881,943
|
|
Decreases
|
|
|
(272,548
|
)
|
|
|
(552,770
|
)
|
|
|
(825,318
|
)
|
Business combinations (Note 5)
|
|
|
149,585
|
|
|
|
8,680
|
|
|
|
158,265
|
|
Currency translation differences
|
|
|
150,506
|
|
|
|
19,869
|
|
|
|
170,375
|
|
Reclassifications
|
|
|
214,211
|
|
|
|
(214,211
|
)
|
|
|
-
|
|
Balance as of December 31, 2020
|
|
|
4,925,268
|
|
|
|
312,346
|
|
|
|
5,237,614
|
|
The increase in total project debt as of December 31, 2020 is primarily due to:
|
-
|
business combinations, being the acquisition of Chile PV I and Tenes for a total amount of $158 million (Note 5).
|
|
-
|
a green project financing agreement entered into by Logrosán Solar Inversiones, S.A.U., the holding company of Spanish assets Solaben 1, 2, 3 and 6, closed on April 8, 2020 for a €140 million nominal amount.
|
|
-
|
a non-recourse project debt refinancing of Helioenergy assets by adding a new long dated tranche of debt from an institutional investor closed on July 10, 2020, providing with a net refinancing proceeds (net
“recap”) of approximately $43 million.
|
|
-
|
a non-recourse, project debt financing closed on July 14, 2020 for approximately €326 million in relation to Helios, with institutional investors, which has refinanced the previous bank project debt with
approximately €250 million outstanding and has canceled legacy interest rate swaps. After transaction costs and cancelation of legacy swaps, net refinancing proceeds (net “recap”) were approximately $30 million. The accumulated impact of
the change in fair value of the interest rate swaps recorded in Other reserves and any difference between the nominal amount of the debt repaid and the amortized cost of the debt have been transferred to the profit and loss in line “Other
financial income/(expense), net” on transaction date for a total amount of $73 million (Note 21).
|
|
-
|
the higher value of debt denominated in Euro given the increase in the exchange rate of the Euro against the U.S. dollar since December 31, 2019.
|
The increase of Project debt during the year 2020 has been partially offset by the contractual payments of debt for the year. Interests accrued are offset by a similar amount of interests paid
during the year.
Additionally, on June 12, 2020 the Company refinanced the debt of Cadonal (Uruguay). The terms of the new debts are not substantially different from the original debts refinanced and therefore the
exchange of debts instruments does not qualify for an extinguishment of the original debts under IFRS 9, ´Financial instruments´. When there is a refinancing with a non-substantial modification of the original debt, there is a gain or loss
recorded in the income statement. This gain or loss is equal to the difference between the present value of the cash flows under the original terms of the former financing and the present value of the cash flows under the new financing,
discounted both at the original effective interest rate. In this respect, the Company recorded a $3.8 million financial income in the profit and loss statement of the consolidated financial statements (Note 21).
Due to the PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company (“PG&E”), Chapter 11 filings in January 2019, a default of the PPA agreement with PG&E
occurred. Since PG&E failed to assume the PPA within 180 days from the commencement of the PG&E’s Chapter 11 proceedings, a technical event of default was triggered under the Mojave project finance agreement in July 2019. On July 1, 2020,
PG&E emerged from Chapter 11. In addition, PG&E paid to Mojave the portion of the invoice corresponding to the electricity delivered for the period between January 1 and January 28, 2019. This invoice was overdue because the services
relate to the pre-petition period and any payment therefore required the approval by the Bankruptcy Court. The technical event of default under the Mojave project finance agreement, which was preventing cash distributions from Mojave to
Atlantica, was cured and the Company can make distributions from Mojave. As a result, as of December 31, 2020, the Company has again an unconditional right to defer the settlement of the debt for at least twelve months, and therefore the debt
previously presented as current (during the year 2019) has been reclassified as non-current in accordance with the financing agreements in these consolidated financial statements.
|
|
Project debt -
long term
|
|
|
Project debt -
short term
|
|
|
Total
|
|
Balance as of December 31, 2018
|
|
|
4,826,659
|
|
|
|
264,455
|
|
|
|
5,091,114
|
|
Increases
|
|
|
53,222
|
|
|
|
280,005
|
|
|
|
333,226
|
|
Decreases
|
|
|
(19,272
|
)
|
|
|
(516,147
|
)
|
|
|
(535,418
|
)
|
Currency translation differences
|
|
|
(33,718
|
)
|
|
|
(2,855
|
)
|
|
|
(36,574
|
)
|
Reclassifications
|
|
|
(756,981
|
)
|
|
|
756,981
|
|
|
|
-
|
|
Balance as of December 31, 2019
|
|
|
4,069,909
|
|
|
|
782,439
|
|
|
|
4,852,348
|
|
The line “Increases” included primarily accrued interests for the year.
The decrease of Project debt during the year 2019 was primarily due to the contractual payments of debt for the year and the partial repayment of Solana debt using the indemnity received from
Abengoa for $22.2 million (Note 6). Interests accrued were offset by a similar amount of interests paid during the year.
The repayment schedule for project debt in accordance with the financing arrangements as of December 31, 2020, is as follows and is consistent with the projected cash flows of the related projects:
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
2025
|
|
|
Subsequent years
|
|
|
Total
|
|
Interest
repayment
|
|
|
Nominal
repayment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,287
|
|
|
|
293,059
|
|
|
|
328,364
|
|
|
|
355,806
|
|
|
|
371,548
|
|
|
|
508,843
|
|
|
|
3,360,707
|
|
|
|
5,237,614
|
|
The repayment schedule for project debt in accordance with the financing arrangements and assuming there would be no acceleration of the Mojave debt, as of December 31, 2019, was as follows and was
consistent with the projected cash flows of the related projects:
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
Subsequent years
|
|
|
Total
|
|
Interest
repayment
|
|
|
Nominal
repayment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,799
|
|
|
|
256,620
|
|
|
|
262,787
|
|
|
|
293,642
|
|
|
|
319,962
|
|
|
|
335,067
|
|
|
|
3,371,724
|
|
|
|
4,852,348
|
|
Current and non-current loans with credit entities include amounts in foreign currencies for a total amount of $2,711,830 thousand as of December 31, 2020 ($2,291,262 thousand as of December 31, 2019).
The following table details the movement in Project debt for the years 2020 and 2019, split between cash and non-cash items:
Project Debt
|
|
2020
|
|
|
2019
|
|
Initial balance
|
|
|
4,852,348
|
|
|
|
5,091,114
|
|
Cash Flow
|
|
|
(254,495
|
)
|
|
|
(531,726
|
)
|
Non-cash changes
|
|
|
639,763
|
|
|
|
292,960
|
|
Final balance
|
|
|
5,237,614
|
|
|
|
4,852,348
|
|
The non-cash changes primarily relate to interests accrued, currency translation differences and the business combinations for the year.
The equivalent in U.S. dollars of the most significant foreign currency-denominated debts held by the Company is as follows:
|
|
Balance as of December 31,
|
|
Currency
|
|
2020
|
|
|
2019
|
|
Euro
|
|
|
2,240,811
|
|
|
|
1,882,618
|
|
South African Rand
|
|
|
355,414
|
|
|
|
384,313
|
|
Algerian Dinar
|
|
|
115,606
|
|
|
|
24,331
|
|
Total
|
|
|
2,711,830
|
|
|
|
2,291,262
|
|
All of the Company’s financing agreements have a carrying amount close to its fair value.
Note 16.- Grants and other liabilities
Grants and other liabilities as of December 31, 2020 and December 31, 2019 are as follows:
|
|
Balance as of December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Grants
|
|
|
1,028,765
|
|
|
|
1,087,553
|
|
Other liabilities
|
|
|
201,002
|
|
|
|
571,314
|
|
Grant and other non-current liabilities
|
|
|
1,229,767
|
|
|
|
1,658,867
|
|
As of December 31, 2020, the amount recorded in Grants corresponds primarily to the ITC Grant awarded by the U.S. Department of the Treasury to Solana and Mojave for a total amount of $674 million
($707 million as of December 31, 2019), which was primarily used to fully repay the Solana and Mojave short-term tranche of the loan with the Federal Financing Bank. The amount recorded in Grants as a liability is progressively recorded as other
income over the useful life of the asset.
The remaining balance of the “Grants” account corresponds to loans with interest rates below market rates for Solana and Mojave for a total amount of $352 million ($379 million as of December 31,
2019). Loans with the Federal Financing Bank guaranteed by the Department of Energy for these projects bear interest at a rate below market rates for these types of projects and terms. The difference between proceeds received from these loans and
its fair value, is initially recorded as “Grants” in the consolidated statement of financial position, and subsequently recorded in “Other operating income” starting at the entry into operation of the plants. Total amount of income for these two
types of grants for Solana and Mojave is $58.9 million and $59.0 million for the years ended December 31, 2020 and 2019, respectively.
Other liabilities included as of December 31, 2019, the investment from Liberty Interactive Corporation (”Liberty”) made on October 2, 2013 for an original amount of $300 million. The liability was
recorded in Grants and other liabilities for a total amount of $380 million as of December 31, 2019 and its current portion was recorded in other current liabilities for $41 million (Note 17). The investment was made in the parent company of the
project entity, in exchange for the right to receive a large part of taxable losses and distributions until such time when Liberty reaches a certain rate of return, or the Flip Date. According to the stipulations of IAS 32 and in spite of the
fact that the investment of Liberty was in shares, it did not qualify as equity and had been classified as a liability as of December 31, 2019. This liability had been initially valued at fair value, calculated as the present value of expected
cash-flows during the useful life of the concession, and was then measured at amortized cost in accordance with the effective interest method, considering the most updated expected future cash-flows.
The Company acquired on August 17, 2020 Liberty´s equity interest in Solana for a total estimated purchase price of approximately $290 million, of which $272 million have already been paid. Total
price includes a deferred payment and a performance earn-out based on the average annual net production of the asset in the four calendar years with the highest annual net production during the five calendar years of 2020 through 2024 (Note 1).
The difference between the purchase price and the carrying amount of the liability previously recorded resulted in a $145 million gain recorded within the line “Other financial income/(expense), net” in the profit and loss statement (Note 21).
Additionally, other liabilities include $52 million of finance lease liabilities and $88 million of dismantling provision as of December 31, 2020 ($54 million and $60 million as of
December 31, 2019, respectively). The increase in the dismantling provision since December 31, 2019 is primarily due to the reduction of the useful life of the CSP plants in Spain, effective September 1, 2020 (Note 6).
Note 17.- Trade payables and other current liabilities
Trade payables and other current liabilities as of December 31, 2020 and 2019 are as follows:
|
|
Balance as of December 31,
|
|
Item
|
|
2020
|
|
|
2019
|
|
Trade accounts payables
|
|
|
54,219
|
|
|
|
52,062
|
|
Down payments from clients
|
|
|
416
|
|
|
|
565
|
|
Liberty (Note 16)
|
|
|
-
|
|
|
|
41,032
|
|
Other accounts payables
|
|
|
37,922
|
|
|
|
34,403
|
|
Total
|
|
|
92,557
|
|
|
|
128,062
|
|
Trade accounts payables mainly relate to the operation and maintenance of the plants.
Nominal values of trade payables and other current liabilities are considered to approximately equal to fair values and the effect of discounting them is not significant.
Note 18.- Income Tax
All the companies of Atlantica file income taxes according to the tax regulations in force in each country on an individual basis or under consolidation tax regulations.
The consolidated income tax has been calculated as an aggregation of income tax expenses/income of each individual company. In order to calculate the taxable income of the consolidated entities
individually, the accounting result is adjusted for temporary and permanent differences, recording the corresponding deferred tax assets and liabilities. At each consolidated income statement date, a current tax asset or liability is recorded,
representing income taxes currently refundable or payable. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes, as
determined under enacted tax laws and rates.
Income tax payable is the result of applying the applicable tax rate in force to each tax-paying entity, in accordance with the tax laws in force in the country in which the entity is registered.
Additionally, tax deductions and credits are available to certain entities, primarily relating to inter-company trades and tax treaties between various countries to prevent double taxation.
The Company offsets deferred tax assets and deferred tax liabilities in each entity where the latter has a legally enforceable right to set off current tax assets against current tax liabilities,
and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority.
As of December 31, 2020, and 2019, the analysis of deferred tax assets and deferred tax liabilities is as follows:
Deferred tax assets
|
|
Balance as of December 31,
|
|
from
|
|
2020
|
|
|
2019
|
|
Net operating loss carryforwards (“NOL´s”)
|
|
|
497,184
|
|
|
|
546,705
|
|
Temporary tax non-deductible expenses
|
|
|
115,063
|
|
|
|
95,847
|
|
Derivatives financial instruments
|
|
|
83,847
|
|
|
|
86,096
|
|
Other
|
|
|
3,021
|
|
|
|
-
|
|
Total deferred tax assets
|
|
|
699,115
|
|
|
|
728,648
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
Balance as of December 31,
|
|
from
|
|
2020
|
|
|
2019
|
|
Accelerated tax amortization
|
|
|
652,600
|
|
|
|
682,800
|
|
Other difference between tax and book value of assets
|
|
|
154,969
|
|
|
|
137,192
|
|
Other
|
|
|
179
|
|
|
|
9,686
|
|
Total deferred tax liabilities
|
|
|
807,748
|
|
|
|
829,678
|
|
After offsetting deferred tax assets and deferred tax liabilities, where applicable, the resulting net amounts presented on the consolidated balance sheet are as follows:
Consolidated balance sheets classifications
|
|
Balance as of December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Deferred tax assets
|
|
|
152,290
|
|
|
|
147,966
|
|
Deferred tax liabilities
|
|
|
260,923
|
|
|
|
248,996
|
|
Net deferred tax liabilities
|
|
|
108,633
|
|
|
|
101,030
|
|
Most of the NOL´s recognized as deferred tax assets corresponds to the entities in the U.S., South Africa, Perú, Chile and Spain as of December 31, 2020 and 2019.
As of December 31, 2020, deferred tax assets for non-deductible expenses are primarily due to the temporary limitation of financial expenses deductibles for tax purposes in the solar plants in Spain
for $110 million ($83 million as of December 31, 2019).
Deferred tax assets for derivatives financial instruments as of December 31, 2020 mainly relate to ACT for $22 million and to solar plants in Spain for $51 million ($17 million and $61 million as of
December 31, 2019, respectively).
As of December 31, 2020, deferred tax liabilities for accelerated tax amortization are primarily in Solana and Mojave for $361 million, the solar plants in Spain for $202 million and Kaxu for $90
million ($391 million, $182 million and $109 million as of December 31, 2019, respectively).
Deferred tax liabilities for other temporary differences between the tax and book value of contracted concessional assets relate primarily to ACT for $75 million, the Chilean entities for $29
million and the Peruvian entities for $32 million as of December 31, 2020 ($84 million, $29 million and $25 million as of December 31, 2019, respectively).
In relation to tax losses carryforwards and deductions pending to be used recorded as deferred tax assets, the entities evaluate their recoverability projecting forecasted taxable result for the
upcoming years and taking into account their tax planning strategy. Deferred tax liabilities reversals are also considered in these projections, as well as any limitation established by tax regulations in force in each tax jurisdiction.
In addition, the Company has $329 million unrecognized net operating loss carryforwards as of December 31, 2020 ($180 million as of December 31, 2019), as it considers it is not probable that future
taxable profits will be available against which these unused tax losses can be utilized.
The movements in deferred tax assets and liabilities during the years ended December 31, 2020 and 2019 were as follows:
Deferred tax assets
|
|
Amount
|
|
As of December 31, 2018
|
|
|
136,066
|
|
Increase/(decrease) through the consolidated income statement
|
|
|
5,809
|
|
Increase/(decrease) through other consolidated comprehensive income (equity)
|
|
|
6,147
|
|
Other movements
|
|
|
(56
|
)
|
As of December 31, 2019
|
|
|
147,966
|
|
|
|
|
|
|
Increase/(decrease) through the consolidated income statement
|
|
|
6,003
|
|
Increase/(decrease) through other consolidated comprehensive income (equity)
|
|
|
(8,698
|
)
|
Other movements
|
|
|
7,019
|
|
As of December 31, 2020
|
|
|
152,290
|
|
Deferred tax liabilities
|
|
Amount
|
|
As of December 31, 2018
|
|
|
211,000
|
|
Increase/(decrease) through the consolidated income statement
|
|
|
31,678
|
|
Business combinations (Note 5)
|
|
|
2,539
|
|
Other movements
|
|
|
3,779
|
|
As of December 31, 2019
|
|
|
248,996
|
|
|
|
|
|
|
Increase/(decrease) through the consolidated income statement
|
|
|
9,675
|
|
Other movements
|
|
|
2,252
|
|
As of December 31, 2020
|
|
|
260,923
|
|
Details of income tax for the years ended December 31, 2020, 2019 and 2018 are as follows:
|
|
For the twelve-month period ended December 31,
|
|
Item
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Current tax
|
|
|
(21,205
|
)
|
|
|
(5,081
|
)
|
|
|
(468
|
)
|
Deferred tax
|
|
|
(3,672
|
)
|
|
|
(25,869
|
)
|
|
|
(42,191
|
)
|
- relating to the origination and reversal of temporary differences
|
|
|
(3,672
|
)
|
|
|
(25,869
|
)
|
|
|
(42,191
|
)
|
Total income tax expense
|
|
|
(24,877
|
)
|
|
|
(30,950
|
)
|
|
|
(42,659
|
)
|
The reconciliation between the theoretical income tax resulting from applying an average statutory tax rate to profit before income tax and the actual income tax expense recognized in the
consolidated income statements for the years ended December 31, 2020, 2019 and 2018, are as follows:
|
|
For the year ended December 31,
|
|
Concept
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Consolidated income before taxes
|
|
|
41,751
|
|
|
|
105,558
|
|
|
|
97,928
|
|
Average statutory tax rate
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
30
|
%
|
Corporate income tax at average statutory tax rate
|
|
|
(10,438
|
)
|
|
|
(26,390
|
)
|
|
|
(29,378
|
)
|
Income tax of associates, net
|
|
|
128
|
|
|
|
1,808
|
|
|
|
1,639
|
|
Differences in statutory tax rates
|
|
|
(94
|
)
|
|
|
(7,076
|
)
|
|
|
752
|
|
Unrecognized NOLs and deferred tax assets
|
|
|
(37,183
|
)
|
|
|
(14,161
|
)
|
|
|
(22,972
|
)
|
Purchase of Liberty´s equity interest in Solana
|
|
|
36,352
|
|
|
|
-
|
|
|
|
-
|
|
Other permanent differences
|
|
|
(8,895
|
)
|
|
|
11,220
|
|
|
|
5,385
|
|
Other non-taxable income/(expense)
|
|
|
(4,747
|
)
|
|
|
3,649
|
|
|
|
1,915
|
|
Corporate income tax
|
|
|
(24,877
|
)
|
|
|
(30,950
|
)
|
|
|
(42,659
|
)
|
For the year ended December 31, 2020, the overall effective tax rate was different than the statutory rate of 25% primarily due to unrecognized tax losses carryforwards, mainly in the UK entities,
partially offset by the non-taxable gain recorded in the consolidated financial statements on the purchase of Liberty´s equity interest in Solana (Note 16).
For the years ended December 31, 2019 and 2018, the overall effective tax rate was different than the statutory rate of 25% and 30%, respectively, primarily due to unrecognized tax losses
carryforwards, mainly in the UK and US entities.
The average statutory tax rate used by the Company changed in 2019 considering some changes in the statutory tax rate of some geographies over the past years.
The Company had no identified uncertain tax positions that require evaluation as of December 31, 2020 and 2019.
Note 19.- Commitments, third-party guarantees, contingent assets and liabilities
Contractual obligations
The following tables show the breakdown of the third-party commitments and contractual obligations as of December 31, 2020 and 2019:
2020
|
|
Total
|
|
|
2021
|
|
|
2022 and 2023
|
|
|
2024 and 2025
|
|
|
Subsequent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt
|
|
|
993,725
|
|
|
|
23,648
|
|
|
|
2,036
|
|
|
|
450,169
|
|
|
|
517,872
|
|
Loans with credit institutions (project debt)
|
|
|
4,123,856
|
|
|
|
261,800
|
|
|
|
583,259
|
|
|
|
770,507
|
|
|
|
2,508,290
|
|
Notes and bonds (project debt)
|
|
|
1,113,758
|
|
|
|
50,558
|
|
|
|
100,911
|
|
|
|
109,884
|
|
|
|
852,405
|
|
Purchase commitments*
|
|
|
1,709,660
|
|
|
|
93,791
|
|
|
|
160,211
|
|
|
|
172,776
|
|
|
|
1,282,881
|
|
Accrued interest estimate during the useful life of loans
|
|
|
2,309,597
|
|
|
|
286,724
|
|
|
|
541,652
|
|
|
|
468,060
|
|
|
|
1,013,161
|
|
2019
|
|
Total
|
|
|
2020
|
|
|
2021 and 2022
|
|
|
2023 and 2024
|
|
|
Subsequent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt
|
|
|
723,791
|
|
|
|
28,706
|
|
|
|
200,504
|
|
|
|
200,926
|
|
|
|
293,655
|
|
Loans with credit institutions (project debt)
|
|
|
4,105,915
|
|
|
|
241,116
|
|
|
|
504,921
|
|
|
|
598,837
|
|
|
|
2,761,041
|
|
Notes and bonds (project debt)
|
|
|
746,433
|
|
|
|
28,304
|
|
|
|
51,508
|
|
|
|
56,192
|
|
|
|
610,429
|
|
Purchase commitments*
|
|
|
1,758,147
|
|
|
|
84,881
|
|
|
|
186,222
|
|
|
|
173,622
|
|
|
|
1,313,422
|
|
Accrued interest estimate during the useful life of loans
|
|
|
2,472,070
|
|
|
|
294,676
|
|
|
|
549,320
|
|
|
|
471,535
|
|
|
|
1,156,539
|
|
* Purchase commitments include lease commitments for $94.6 million as of December 31, 2020 ($93.0 million as of December 31, 2019), of which $5.3 million is due within one year and $89.3 million
thereafter as of December 31, 2020 ($5.1 million due within one year and $87.9 million thereafter as of December 31, 2019).
Third-party guarantees
As of December 31, 2020, the overall sum of Bank Bond and Surety Insurance directly deposited by the subsidiaries of the Company as a guarantee to third parties (clients, financial entities and
other third parties) amounted to $36.3 million attributed to operations of technical nature ($38.2 million as of December 31, 2019). In addition, Atlantica Sustainable Infrastructure plc issued guarantees amounting to $159.8 million as of
December 31, 2020 ($130.1 million as of December 31, 2019). Guarantees issued by Atlantica Sustainable Infrastructure plc correspond mainly to guarantees provided to off-takers in PPAs, guarantees for debt service reserve accounts and guarantees
for points of access for renewable energy projects.
Corporate debt guarantees
The payment obligations under the Revolving Credit Facility, the Note Issuance Facility 2020 and 2019, and the 2020 Green Private Placement are guaranteed on a senior unsecured basis by following
subsidiaries of the Company: Atlantica Infrastructures, S.L.U., ABY Concessions Peru S.A., ACT Holding, S.A. de C.V., ASHUSA Inc., ASUSHI Inc. and Atlantica Investments Limited. The Revolving Credit Facility and the 2020 Green Private Placement
are also secured with a pledge over the shares of the subsidiary guarantors.
Legal Proceedings
A number of Abengoa’s subcontractors and insurance companies that issued bonds covering Abengoa’s obligations under such contracts in the U.S. included some of the non-recourse subsidiaries of
Atlantica in the U.S. at the time of the construction of the plants the Company currently owns as co-defendants in claims against Abengoa. Generally, the subsidiaries of Atlantica were dismissed as defendants at early stages of the processes.
With respect to a claim addressed by a group of insurance companies to a number of Abengoa’s subsidiaries and to Solana for Abengoa related losses of approximately $20 million that could increase, according to the insurance companies, up to a
maximum of approximately $200 million if all their exposure resulted in losses, Atlantica reached an agreement with all but one of the above-mentioned insurance companies, under which they agreed to dismiss their claims in exchange for
payments of approximately $4.3 million, which were paid in 2018. The insurance company that did not join the agreement has temporarily stopped legal actions against Atlantica, and Atlantica does not expect this particular claim to have a
material adverse effect on its business.
In addition, an insurance company covering certain Abengoa’s obligations in Mexico claimed certain amounts related to a potential loss. This claim is covered by existing indemnities from Abengoa. Nevertheless, the Company reached an
agreement under which Atlantica´s maximum theoretical exposure would in any case be limited to approximately $35 million, including $2.5 million to be held in an escrow account. On January 2019, the insurance company executed $2.5 million from
the escrow account and Abengoa reimbursed such amount according to the indemnities in force between Atlantica and Abengoa. The payments by Atlantica would only happen if and when the actual loss has been confirmed, and after arbitration, if the
Company initiates it. The Company used to have indemnities from Abengoa covering potential losses, but such indemnities are no longer valid following the insolvency filing by Abengoa S.A. in February 2021 (Note 23.3).
The Company is not a party to any other significant legal proceeding other than legal proceedings arising in the ordinary course of its business. The Company is party to various administrative and
regulatory proceedings that have arisen in the ordinary course of business.
While the Company does not expect these proceedings, either individually or in the aggregate, to have a material adverse effect on its financial position or results of operations, because of the
nature of these proceedings the Company is not able to predict their ultimate outcomes, some of which may be unfavorable to the Company.
Other matters
Abengoa maintains a number of obligations under EPC, O&M and other contracts, as well as indemnities covering certain potential risks. Certain of these indemnities and obligations are no longer valid after the
insolvency filing by Abengoa S.A. in February 2021. In addition, a potential insolvency of Abenewco1, S.A. may also terminate the remaining obligations, indemnities and guarantees. Additionally, Abengoa represented that further to the accession
to its restructuring agreement, Atlantica would not be a guarantor of any obligation of Abengoa with respect to third parties and agreed to indemnify the Company for any penalty claimed by third parties resulting from any breach in such
representations. The Company has contingent assets, which have not been recognized as of December 31, 2020, related to the obligations of Abengoa referred above, which result and amounts will depend on the occurrence of uncertain future events.
Note 20.- Employee benefit expenses and other operating income and expenses
Employee benefit expenses
The table below shows employee benefit expenses and number of employees for the years ended December 31, 2020, 2019 and 2018:
|
|
For the year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Employee benefit expenses
|
|
|
54,464
|
|
|
|
32,246
|
|
|
|
15,130
|
|
Average monthly number of employees
|
|
|
441
|
|
|
|
306
|
|
|
|
207
|
|
The increase in employee benefit expenses in 2020 and 2019 is primarily due to the internalization of operation and maintenance services in the U.S. solar assets of the Company, following the
acquisition of ASI Operations in July 2019.
Other operating income and expenses
The table below shows the detail of Other operating income and expenses for the years ended December 31, 2020, 2019 and 2018:
|
|
For the year ended December 31,
|
|
Other operating income
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Grants
|
|
|
59,010
|
|
|
|
59,142
|
|
|
|
59,421
|
|
Income from various services and insurance proceeds
|
|
|
40,515
|
|
|
|
34,632
|
|
|
|
34,181
|
|
Income from the purchase of the long-term operation and maintenance payable to Abengoa
|
|
|
-
|
|
|
|
-
|
|
|
|
38,955
|
|
Total
|
|
|
99,525
|
|
|
|
93,774
|
|
|
|
132,557
|
|
|
|
For the year ended December 31,
|
|
Other operating expenses
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Raw materials and consumables used
|
|
|
(7,792
|
)
|
|
|
(9,719
|
)
|
|
|
(10,648
|
)
|
Leases and fees
|
|
|
(2,531
|
)
|
|
|
(1,850
|
)
|
|
|
(1,716
|
)
|
Operation and maintenance
|
|
|
(110,873
|
)
|
|
|
(116,018
|
)
|
|
|
(145,857
|
)
|
Independent professional services
|
|
|
(40,193
|
)
|
|
|
(41,579
|
)
|
|
|
(43,229
|
)
|
Supplies
|
|
|
(27,926
|
)
|
|
|
(25,823
|
)
|
|
|
(25,947
|
)
|
Insurance
|
|
|
(37,638
|
)
|
|
|
(23,971
|
)
|
|
|
(24,227
|
)
|
Levies and duties
|
|
|
(39,820
|
)
|
|
|
(34,844
|
)
|
|
|
(37,439
|
)
|
Other expenses
|
|
|
(9,891
|
)
|
|
|
(7,971
|
)
|
|
|
(21,579
|
)
|
Total
|
|
|
(276,666
|
)
|
|
|
(261,776
|
)
|
|
|
(310,642
|
)
|
Grants income mainly relate to ITC cash grants and implicit grants recorded for accounting purposes in relation to the FFB loans with interest rates below market rates in Solana and Mojave projects
(Note 16).
Other operating income in 2018 includes a $39.0 million one-time gain in relation to the purchase from Abengoa of the long-term operation and maintenance payable accrued for the period up to
December 31, 2017.
Note 21.- Financial expense, net
The following table sets forth financial income and expenses for the years ended December 31, 2020, 2019 and 2018:
|
|
For the year ended December 31,
|
|
Financial income
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Interest income from loans and credits
|
|
|
6,651
|
|
|
|
3,665
|
|
|
|
36,296
|
|
Interest rates benefits derivatives: cash flow hedges
|
|
|
401
|
|
|
|
456
|
|
|
|
148
|
|
Total
|
|
|
7,052
|
|
|
|
4,121
|
|
|
|
36,444
|
|
|
|
For the year ended December 31,
|
|
Financial expenses
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Expenses due to interest:
|
|
|
|
|
|
|
|
|
|
- Loans from credit entities
|
|
|
(246,676
|
)
|
|
|
(259,416
|
)
|
|
|
(256,736
|
)
|
- Other debts
|
|
|
(69,561
|
)
|
|
|
(89,256
|
)
|
|
|
(100,057
|
)
|
Interest rates losses derivatives: cash flow hedges
|
|
|
(62,149
|
)
|
|
|
(59,318
|
)
|
|
|
(68,226
|
)
|
Total
|
|
|
(378,386
|
)
|
|
|
(407,990
|
)
|
|
|
(425,019
|
)
|
Financial interest income from loans and credits primarily include a non-monetary financial income of $3.8 million resulting from the refinancing of the debt of Cadonal in the second quarter of 2020
(Note 15).
Financial interest income from loans and credits in 2018 primarily included a non-monetary financial income of $36.6 million resulting from the refinancing of the debts of Helios 1&2 and
Helioenergy 1&2 in the second quarter of 2018.
Interests from other debts are primarily interests on the notes issued by ATS, ATN, Solaben Luxembourg, Hypesol Solar Inversiones and Atlantica Sustainable Infrastructure Jersey, and interests
related to the investment from Liberty (Note 16). The decrease in 2020 is primarily due to the acquisition of Liberty’s equity interest in Solana in August 2020. The decrease in 2019 was primarily due to a lower increase of the amortized cost of
the Liberty debt compared to the previous year.
Losses from interest rate derivatives designated as cash flow hedges correspond primarily to transfers from equity to financial expense when the hedged item is impacting the consolidated income
statement.
Net exchange differences
Net exchange differences primarily correspond to realized and unrealized exchange gains and losses on transactions in foreign currencies as part of the normal course of the business of the Company.
Other financial income/(expenses), net
The following table sets out Other financial income/(expenses), net for the years 2020, 2019 and 2018:
|
|
For the year ended December 31,
|
|
Other financial income/(expenses), net
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Other financial income
|
|
|
162,290
|
|
|
|
14,152
|
|
|
|
14,431
|
|
Other financial losses
|
|
|
(121,415
|
)
|
|
|
(15,305
|
)
|
|
|
(22,666
|
)
|
Total
|
|
|
40,875
|
|
|
|
(1,153
|
)
|
|
|
(8,235
|
)
|
Other financial income in 2020 include a $145 million gain further to the purchase of Liberty´s equity interest in Solana (Note 16). Residual items are primarily interests on deposits and loans,
including non-monetary changes to the amortized cost of such loans. In 2019 and 2018, other financial income was primarily interests on deposits and on loans granted to third parties.
Other financial losses include in 2020 a $73 million expense further to the refinancing of the Helios 1&2 debts (Note 15) and a $16 million expense further to the change in the fair value of the
conversion option of the Green Exchangeable Notes since July 2020 (Note 14). Residual items are primarily guarantees and letters of credit, other bank fees, non-monetary changes to the fair value of derivatives for which hedge accounting is not
applied and of financial instruments recorded at fair value through profit and loss, and other minor financial expenses.
Note 22.- Earnings per share
Basic earnings per share for the year 2020 have been calculated by dividing the profit attributable to equity holders by the average number of shares outstanding.
Diluted earnings per share for the year 2020 have been calculated considering the potential issuance of 3,347,305 shares on settlement of the Green Exchangeable Notes (Note 14). Diluted earnings per
share equal basic earnings per share for the years 2019 and 2018.
|
|
For the year ended December 31,
|
|
Item
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Profit from continuing operations attributable to Atlantica
|
|
|
11,968
|
|
|
|
62,135
|
|
|
|
41,596
|
|
Average number of ordinary shares outstanding (thousands) - basic
|
|
|
101,879
|
|
|
|
101,063
|
|
|
|
100,217
|
|
Average number of ordinary shares outstanding (thousands) - diluted
|
|
|
103,392
|
|
|
|
101,063
|
|
|
|
100,217
|
|
Earnings per share from continuing operations (US dollar per share) - basic and diluted
|
|
|
0.12
|
|
|
|
0.61
|
|
|
|
0.42
|
|
Earnings per share from profit for the period (US dollar per share) - basic and diluted
|
|
|
0.12
|
|
|
|
0.61
|
|
|
|
0.42
|
|
Note 23.- Other information
23.1 Restricted Net assets
Certain of the consolidated entities are restricted from remitting certain funds to Atlantica Sustainable Infrastructure plc. as a result of a number of regulatory, contractual or statutory
requirements. These restrictions are mainly related to standard requirements to maintain debt service coverage ratios and other requirements from the financing arrangements. At December 31, 2020, the accumulated amount of the temporary
restrictions for the entire restricted term of these affiliates was $324 million.
The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 12-04 and concluded the restricted
net assets did not exceed 25% of the consolidated net assets of the Company as of December 31, 2020. Therefore, separate financial statements of Atlantica Sustainable Infrastructure, plc. do not have to be presented.
23.2. United Kingdom’s exit from the European Union
On January 31, 2020, the United Kingdom (“UK”) ceased to be part of the European Union (“EU”) and entered into a transition period to, among other things, negotiate an agreement with the EU on the
future terms of the UK’s relationship with the EU. On December 24, 2020, both parties announced that a trade agreement had been reached (the “Trade Agreement”), which was passed by both houses of the British parliament on December 30 and given
Royal Assent on December 31, 2020, which ended the transition period.
On January 1, 2021, the UK left the EU Single Market and Customs Union, as well as all EU policies and international agreements. As a result, the free movement of persons, goods, services and
capital between the UK and the EU ended, with the EU and the UK forming two separate markets and two distinct regulatory and legal frameworks. The Trade Agreement offers UK and EU companies preferential access to each other’s markets, ensuring
imported goods will be free of tariffs and quotas; however, economic relations between the UK and the EU will now be on more restricted terms than existed previously. Moreover, the Trade Agreement does not incorporate the full scope of the
services sector, and certain businesses such as banking and finance face a more uncertain future. At this time, the Company cannot predict the impact that the Trade Agreement and any future agreements between the UK and the EU will have on its
business.
23.3 Subsequent events
On January 6, 2021, the Company closed its second investment through its renewable energy platform in Chile, with the acquisition of a 40 MW solar PV plant (“Chile PV 2”). This asset
started commercial operation in 2017 and its revenue is partially contracted. Total equity investment for this new asset was approximately $5.0 million.
On January 7, 2021, Algonquin purchased 4,020,860 ordinary shares of the Company in a private placement in order to maintain its previous equity ownership of 44.2% in the Company. Gross proceeds were approximately
$133 million.
In January 2021, the Company reached an agreement to increase its equity stake from 15% to 100% in Rioglass, a multinational manufacturer of solar components. The Company has closed
the acquisition of 42.5% of the equity for $7 million. In addition, the Company has an option to acquire the remaining 42.5% in the same conditions until September 2021, and after that date the seller has an option to sell the 42.5% also in the
same conditions. The Company intends to find partners that would co-invest in Rioglass.
On February 22, 2021, Abengoa S.A. (the holding company) filed for insolvency proceedings in Spain. Based on the public information filed in connection with these proceedings, such insolvency proceedings do not include other Abengoa
companies, including Abenewco1, S.A., the controlling company of the subsidiaries performing the operation and maintenance services. Although the Company has contingency plans in place, including a potential change of supplier and/or
internalization, in the short term it expects the operation and maintenance services being provided by Abengoa subsidiaries to continue to be provided by its current supplier. Currently, Atlantica does not expect any material impact in the
accounting value of its contracted concessional assets as a result of the insolvency filing of Abengoa S.A. The insolvency filing by the individual company Abengoa S.A. represents a theoretical event of default under the Kaxu project finance
agreement (Note 1).
On February 26, 2021, the Board of Directors of the Company approved a dividend of $0.42 per share, which is expected to be paid on March 22, 2021.
Entities included in the Group as subsidiaries as of December 31, 2020
Company name
|
|
Project
name
|
|
Registered address
|
|
% of
nominal
share
|
|
Business
|
ACT Energy México, S. de R.L. de C.V.
|
|
ACT
|
|
Santa Barbara (Mexico)
|
|
100.00
|
|
(2)
|
Atlantica North America, LLC
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
Atlantica Infraestructura Sostenible, S.L.U
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Atlantica Perú, S.A.
|
|
|
|
Lima (Peru)
|
|
100.00
|
|
(5)
|
Atlantica Sustainable Infrastructure Jersey, Ltd
|
|
|
|
Jersey (United Kingdom)
|
|
100.00
|
|
(5)
|
Atlantica Newco Limited
|
|
|
|
Brentford (United Kingdom)
|
|
100.00
|
|
(5)
|
Atlantica DCR, LLC
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
ASHUSA Inc.
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
Atlantica South Africa (Pty) Ltd
|
|
|
|
Pretoria (South Africa)
|
|
100.00
|
|
(5)
|
ASUSHI, Inc.
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
Atlantica Chile SpA
|
|
|
|
Santiago de Chile (Chile)
|
|
100.00
|
|
(5)
|
ATN, S.A.
|
|
ATN
|
|
Lima (Peru)
|
|
100.00
|
|
(1)
|
ATN 4, S.A
|
|
|
|
Lima (Peru)
|
|
100.00
|
|
(1)
|
Atlantica Transmisión Sur, S.A.
|
|
ATS
|
|
Lima (Peru)
|
|
100.00
|
|
(1)
|
ACT Holdings, S.A. de C.V.
|
|
|
|
Mexico D.F. (Mexico)
|
|
100.00
|
|
(5)
|
Aguas de Skikda S.P.A.
|
|
Skikda
|
|
Dely Ibrahim (Algeria)
|
|
51.00
|
|
(4)
|
Arizona Solar One, LLC.
|
|
Solana
|
|
Delaware (United States)
|
|
100.00
|
|
(3)
|
ASI Operations LLC
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(3)
|
ASO Holdings Company, LLC.
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
Atlantica Investment Ltd.
|
|
|
|
Brentford (United Kingdom)
|
|
100.00
|
|
(5)
|
AYES International UK Ltd
|
|
|
|
Brentford (United Kingdom)
|
|
100.00
|
|
(5)
|
Atlantica Yield España S.L.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
ATN 2, S.A.
|
|
ATN 2
|
|
Lima (Peru)
|
|
100.00
|
|
(1)
|
AY Holding Uruguay, S.A.
|
|
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(5)
|
Atlantica Yield Energy Solutions Canada Inc.
|
|
|
|
Vancouver (Canada)
|
|
10.00*
|
|
(5)
|
Banitod, S.A.
|
|
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(5)
|
Befesa Agua Tenes
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Cadonal, S.A.
|
|
Cadonal
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(3)
|
Calgary District Heating, Inc
|
|
|
|
Vancouver (Canada)
|
|
100.00
|
|
(5)
|
Carpio Solar Inversiones, S.A.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Chile PV I
|
|
Chile PV I
|
|
Santiago de Chile (Chile)
|
|
35.00
|
|
(3)
|
Coropuna Transmisión, S.A
|
|
|
|
Lima (Peru)
|
|
100.00
|
|
(1)
|
Ecija Solar Inversiones, S.A.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
CKA1 Holding S. de R.L. de C.V.
|
|
|
|
Mexico D.F. (Mexico)
|
|
100.00
|
|
(5)
|
Estrellada, S.A.
|
|
Melowind
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(3)
|
Extremadura Equity Investments Sárl.
|
|
|
|
Luxembourg (Luxembourg)
|
|
100.00
|
|
(5)
|
Fotovoltaica Solar Sevilla, S.A.
|
|
Seville PV
|
|
Seville (Spain)
|
|
80.00
|
|
(3)
|
Geida Skikda, S.L.
|
|
|
|
Madrid (Spain)
|
|
67.00
|
|
(5)
|
Helioenergy Electricidad Uno, S.A.
|
|
Helioenergy 1
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Helioenergy Electricidad Dos, S.A.
|
|
Helioenergy 2
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Helios I Hyperion Energy Investments, S.A.
|
|
Helios 1
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Helios II Hyperion Energy Investments, S.A.
|
|
Helios 2
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Hidrocañete S.A.
|
|
Mini-Hydro
|
|
Lima (Peru)
|
|
100.00
|
|
(3)
|
Hypesol Energy Holding, S.L.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Hypesol Solar Inversiones, S.A
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Kaxu Solar One (Pty) Ltd.
|
|
Kaxu
|
|
Gauteng (South Africa)
|
|
51.00
|
|
(3)
|
Logrosán Equity Investments Sárl.
|
|
|
|
Luxembourg (Luxembourg)
|
|
100.00
|
|
(5)
|
Logrosán Solar Inversiones, S.A.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Logrosán Solar Inversiones Dos, S.L.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Mojave Solar Holdings, LLC.
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
Mojave Solar LLC.
|
|
Mojave
|
|
Delaware (United States)
|
|
100.00
|
|
(3)
|
Nesyla, S.A
|
|
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(3)
|
Overnight Solar LLC
|
|
|
|
Arizona (United States)
|
|
100.00
|
|
(3)
|
Palmatir S.A.
|
|
Palmatir
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(3)
|
Palmucho, S.A.
|
|
Palmucho
|
|
Santiago de Chile (Chile)
|
|
100.00
|
|
(1)
|
RRHH Servicios Corporativos, S. de R.L. de C.V.
|
|
|
|
Santa Barbara. (Mexico)
|
|
100.00
|
|
(5)
|
Sanlucar Solar, S.A.
|
|
PS-10
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Solaben Electricidad Uno S.A.
|
|
Solaben 1
|
|
Caceres (Spain)
|
|
100.00
|
|
(3)
|
Solaben Electricidad Dos S.A.
|
|
Solaben 2
|
|
Caceres (Spain)
|
|
70.00
|
|
(3)
|
Solaben Electricidad Tres S.A.
|
|
Solaben 3
|
|
Caceres (Spain)
|
|
70.00
|
|
(3)
|
Solaben Electricidad Seis S.A.
|
|
Solaben 6
|
|
Caceres (Spain)
|
|
100.00
|
|
(3)
|
Solaben Luxembourg S.A.
|
|
|
|
Luxembourg (Luxembourg)
|
|
100.00
|
|
(5)
|
Solacor Electricidad Uno, S.A.
|
|
Solacor 1
|
|
Seville (Spain)
|
|
87.00
|
|
(3)
|
Solacor Electricidad Dos, S.A.
|
|
Solacor 2
|
|
Seville (Spain)
|
|
87.00
|
|
(3)
|
Atlantica Corporate Resources, S.L
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Solar Processes, S.A.
|
|
PS-20
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Solnova Solar Inversiones, S.A.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Solnova Electricidad, S.A.
|
|
Solnova 1
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Solnova Electricidad Tres, S.A.
|
|
Solnova 3
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Solnova Electricidad Cuatro, S.A.
|
|
Solnova 4
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Tenes Lilmiyah, S.P.A
|
|
Tenes
|
|
Dely Ibrahim (Algeria)
|
|
51.00
|
|
(4)
|
Sunshine Finance Jersey, Ltd
|
|
|
|
Jersey (United Kigdom)
|
|
100.00
|
|
(5)
|
Transmisora Mejillones, S.A.
|
|
Quadra 1
|
|
Santiago de Chile (Chile)
|
|
100.00
|
|
(1)
|
Transmisora Baquedano, S.A.
|
|
Quadra 2
|
|
Santiago de Chile (Chile)
|
|
100.00
|
|
(1)
|
(1)
|
Business sector: Electric transmission lines
|
(2)
|
Business sector: Efficient natural gas
|
(3)
|
Business sector: Renewable energy
|
(4)
|
Business sector: Water
|
*
|
Atlantica has control over AYES Canada Inc. under IFRS 10, Consolidated Financial Statements.
|
The Appendices are an integral part of the Notes to the financial statements.
Entities included in the Group as subsidiaries as of December 31, 2019
Company name
|
|
Project name
|
|
Registered address
|
|
% of
nominal
share
|
|
Business
|
ACT Energy México, S. de R.L. de C.V.
|
|
ACT
|
|
Santa Barbara (Mexico)
|
|
100.00
|
|
(2)
|
Atlantica North America LLC.
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
Atlantica Infraestructura Sostenible, S.LU.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Atlantica Perú, S.A.
|
|
|
|
Lima (Peru)
|
|
100.00
|
|
(5)
|
Atlantica DCR LLC
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
ASHUSA Inc.
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
Atlantica South Africa (Pty) Ltd
|
|
|
|
Pretoria (South Africa)
|
|
100.00
|
|
(5)
|
ASUSHI, Inc.
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
Atlantica Chile SpA
|
|
|
|
Santiago de Chile (Chile)
|
|
100.00
|
|
(5)
|
ATN, S.A.
|
|
ATN
|
|
Lima (Peru)
|
|
100.00
|
|
(1)
|
Atlantica Transmisión Sur, S.A.
|
|
ATS
|
|
Lima (Peru)
|
|
100.00
|
|
(1)
|
ACT Holdings, S.A. de C.V.
|
|
|
|
Mexico D.F. (Mexico)
|
|
100.00
|
|
(5)
|
Aguas de Skikda S.P.A.
|
|
Skikda
|
|
Dely Ibrahim (Algeria)
|
|
51.00
|
|
(4)
|
Arizona Solar One, LLC.
|
|
Solana
|
|
Delaware (United States)
|
|
100.00
|
|
(3)
|
ASI Operations LLC
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(3)
|
ASO Holdings Company, LLC.
|
|
|
|
Delaware (United States)
|
|
100.00*
|
|
(5)
|
Atlantica Investment Ltd.
|
|
|
|
Brentford (United Kingdom)
|
|
100.00
|
|
(5)
|
AYES International UK Ltd
|
|
|
|
Brentford (United Kingdom)
|
|
100.00
|
|
(5)
|
Atlantica Yield España S.L.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
ATN 2, S.A.
|
|
ATN 2
|
|
Lima (Peru)
|
|
100.00
|
|
(1)
|
AY Holding Uruguay, S.A.
|
|
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(5)
|
Atlantica Yield Energy Solutions Canada Inc.
|
|
|
|
Vancouver (Canada)
|
|
10.00**
|
|
(5)
|
Banitod, S.A.
|
|
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(5)
|
Cadonal, S.A.
|
|
Cadonal
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(3)
|
Carpio Solar Inversiones, S.A.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Ecija Solar Inversiones, S.A.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
CKA1 Holding S. de R.L. de C.V.
|
|
|
|
Mexico D.F. (Mexico)
|
|
100.00
|
|
(5)
|
Estrellada, S.A.
|
|
Melowind
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(3)
|
Extremadura Equity Investments Sárl.
|
|
|
|
Luxembourg (Luxembourg)
|
|
100.00
|
|
(5)
|
Fotovoltaica Solar Sevilla, S.A.
|
|
Seville PV
|
|
Seville (Spain)
|
|
80.00
|
|
(3)
|
Geida Skikda, S.L.
|
|
|
|
Madrid (Spain)
|
|
67.00
|
|
(5)
|
Helioenergy Electricidad Uno, S.A.
|
|
Helioenergy 1
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Helioenergy Electricidad Dos, S.A.
|
|
Helioenergy 2
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Helios I Hyperion Energy Investments, S.A.
|
|
Helios 1
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Helios II Hyperion Energy Investments, S.A.
|
|
Helios 2
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Hidrocañete S.A.
|
|
Mini-Hydro
|
|
Lima (Peru)
|
|
100.00
|
|
(3)
|
Hypesol Energy Holding, S.L.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Kaxu Solar One (Pty) Ltd.
|
|
Kaxu
|
|
Gauteng (South Africa)
|
|
51.00
|
|
(3)
|
Logrosán Equity Investments Sárl.
|
|
|
|
Luxembourg (Luxembourg)
|
|
100.00
|
|
(5)
|
Logrosán Solar Inversiones, S.A.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Logrosán Solar Inversiones Dos, S.L.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Mojave Solar Holdings, LLC.
|
|
|
|
Delaware (United States)
|
|
100.00
|
|
(5)
|
Mojave Solar LLC.
|
|
Mojave
|
|
Delaware (United States)
|
|
100.00
|
|
(3)
|
Palmatir S.A.
|
|
Palmatir
|
|
Montevideo (Uruguay)
|
|
100.00
|
|
(3)
|
Palmucho, S.A.
|
|
Palmucho
|
|
Santiago de Chile (Chile)
|
|
100.00
|
|
(1)
|
RRHH Servicios Corporativos, S. de R.L. de C.V.
|
|
|
|
Santa Barbara. (Mexico)
|
|
100.00
|
|
(5)
|
Sanlucar Solar, S.A.
|
|
PS-10
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Solaben Electricidad Uno S.A.
|
|
Solaben 1
|
|
Caceres (Spain)
|
|
100.00
|
|
(3)
|
Solaben Electricidad Dos S.A.
|
|
Solaben 2
|
|
Caceres (Spain)
|
|
70.00
|
|
(3)
|
Solaben Electricidad Tres S.A.
|
|
Solaben 3
|
|
Caceres (Spain)
|
|
70.00
|
|
(3)
|
Solaben Electricidad Seis S.A.
|
|
Solaben 6
|
|
Caceres (Spain)
|
|
100.00
|
|
(3)
|
Solaben Luxembourg S.A.
|
|
|
|
Luxembourg (Luxembourg)
|
|
100.00
|
|
(5)
|
Solacor Electricidad Uno, S.A.
|
|
Solacor 1
|
|
Seville (Spain)
|
|
87.00
|
|
(3)
|
Solacor Electricidad Dos, S.A.
|
|
Solacor 2
|
|
Seville (Spain)
|
|
87.00
|
|
(3)
|
Atlantica Corporate Resources, S.L.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Solar Processes, S.A.
|
|
PS-20
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Solnova Solar Inversiones, S.A.
|
|
|
|
Seville (Spain)
|
|
100.00
|
|
(5)
|
Solnova Electricidad, S.A.
|
|
Solnova 1
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Solnova Electricidad Tres, S.A.
|
|
Solnova 3
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Solnova Electricidad Cuatro, S.A.
|
|
Solnova 4
|
|
Seville (Spain)
|
|
100.00
|
|
(3)
|
Transmisora Mejillones, S.A.
|
|
Quadra 1
|
|
Santiago de Chile (Chile)
|
|
100.00
|
|
(1)
|
Transmisora Baquedano, S.A.
|
|
Quadra 2
|
|
Santiago de Chile (Chile)
|
|
100.00
|
|
(1)
|
(1)
|
Business sector: Electric transmission lines
|
(2)
|
Business sector: Efficient natural gas
|
(3)
|
Business sector: Renewable energy
|
(4)
|
Business sector: Water
|
*
|
100% of Class A shares held by Liberty (US tax equity investor, non-related party) as of December 31, 2019.
|
**
|
Atlantica has control over AYES Canada Inc. under IFRS 10, Consolidated Financial Statements.
|
The Appendices are an integral part of the Notes to the financial statements.
Investments recorded under the equity method as of December 31, 2020
Company name
|
|
Project
name
|
|
Registered
address
|
|
|
% of
nominal
share
|
|
|
Business
|
|
ABY Infraestructuras, S.L.
|
|
|
|
Seville (Spain)
|
|
|
|
20.0
|
|
|
|
(3
|
)
|
AC Renovables Sol 1 S.A.S. E.S.P.
|
|
|
|
-
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
Amherst Island Partnership
|
|
Windlectric
|
|
Ontario (Canada)
|
|
|
|
30.0
|
|
|
|
(3
|
)
|
Arroyo Energy Netherlands II B.V.
|
|
Monterrey
|
|
Amsterdam (Netherlands)
|
|
|
|
30.0
|
|
|
|
(2
|
)
|
Ca Ku A1, S.A.P.I de CV
|
|
|
|
Mexico D.F. (Mexico)
|
|
|
|
5.0
|
|
|
|
(2
|
)
|
Evacuacion Valdecaballeros, S.L.
|
|
|
|
Caceres (Spain)
|
|
|
|
57.2
|
|
|
|
(3
|
)
|
Evacuación Villanueva del Rey, S.L.
|
|
|
|
Seville (Spain)
|
|
|
|
40.0
|
|
|
|
(3
|
)
|
Geida Tlemcen S.L.
|
|
Honaine
|
|
Madrid (Spain)
|
|
|
|
50.0
|
|
|
|
(4
|
)
|
PA Renovables Sol 1 S.A.S. E.S.P.
|
|
|
|
-
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
Pectonex R.F.
|
|
|
|
Pretoria (South Africa)
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
SJ Renovables Sun 1 S.A.S. E.S.P.
|
|
|
|
-
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
SJ Renovables Wind 1 S.A.S. E.S.P.
|
|
|
|
-
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
(1)
|
Business sector: Electric transmission lines
|
(2)
|
Business sector: Efficient natural gas
|
(3)
|
Business sector: Renewable energy
|
(4)
|
Business sector: Water
|
The Appendices are an integral part of the Notes to the consolidated financial statements.
Investments recorded under the equity method as of December 31, 2019
Company name
|
|
Project
name
|
|
Registered
address
|
|
|
% of
nominal
share
|
|
|
Business
|
|
ABY Infraestructuras, S.L.
|
|
|
|
Seville (Spain)
|
|
|
|
20.0
|
|
|
|
(3
|
)
|
AC Renovables Sol 1 S.A.S. E.S.P.
|
|
|
|
-
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
Amherst Island Partnership
|
|
Windlectric
|
|
Ontario (Canada)
|
|
|
|
30.0
|
|
|
|
(3
|
)
|
Arroyo Energy Netherlands II B.V.
|
|
Monterrey
|
|
Amsterdam (Netherlands)
|
|
|
|
30.0
|
|
|
|
(2
|
)
|
Ca Ku A1, S.A.P.I de CV
|
|
|
|
Mexico D.F. (Mexico)
|
|
|
|
5.0
|
|
|
|
(2
|
)
|
Evacuacion Valdecaballeros, S.L.
|
|
|
|
Caceres (Spain)
|
|
|
|
57.2
|
|
|
|
(3
|
)
|
Evacuación Villanueva del Rey, S.L.
|
|
|
|
Seville (Spain)
|
|
|
|
40.0
|
|
|
|
(3
|
)
|
Geida Tlemcen S.L.
|
|
Honaine
|
|
Madrid (Spain)
|
|
|
|
50.0
|
|
|
|
(4
|
)
|
PA Renovables Sol 1 S.A.S. E.S.P.
|
|
|
|
-
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
Pectonex R.F.
|
|
|
|
Pretoria (South Africa)
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
SJ Renovables Sun 1 S.A.S. E.S.P.
|
|
|
|
-
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
SJ Renovables Wind 1 S.A.S. E.S.P.
|
|
|
|
-
|
|
|
|
50.0
|
|
|
|
(3
|
)
|
(1)
|
Business sector: Electric transmission lines
|
(2)
|
Business sector: Efficient natural gas
|
(3)
|
Business sector: Renewable energy
|
(4)
|
Business sector: Water
|
The Appendices are an integral part of the Notes to the consolidated financial statements.
Projects subject to the application of IFRIC 12 interpretation based on the concession of
services as of December 31, 2020 and 2019
Description of the Arrangements
Solana
Solana is a 250 MW net (280 MW gross) solar electric generation facility located in Maricopa County, Arizona, approximately 70 miles southwest of Phoenix. Arizona Solar One LLC, or Arizona Solar,
owns the Solana project. Solana includes a 22-mile 230kV transmission line and a molten salt thermal energy storage system. Solana reached COD on October 9, 2013.
Solana has a 30-year, PPA with Arizona Public Service, or APS, approved by the Arizona Corporation Commission (ACC). The PPA provides for the sale of electricity at a fixed price per MWh with annual
increases of 1.84% per year. The PPA includes limitations on the amount and condition of the energy that is received by APS with minimum and maximum thresholds for delivery capacity that must not be breached.
Mojave
Mojave is a 250 MW net (280 MW gross) solar electric generation facility located in San Bernardino County, California, approximately 100 miles northeast of Los Angeles. Mojave reached COD on
December 1, 2014.
Mojave has a 25-year, PPA with Pacific Gas & Electric Company, or PG&E, approved by the California Public Utilities Commission (CPUC). The PPA began on COD. The PPA provides for the sale of
electricity at a fixed base price per MWh without any indexation mechanism, including limitations on the amount and condition of the energy that is received by PG&E with minimum and maximum thresholds for delivery capacity that must not be
breached.
Palmatir
Palmatir is an on-shore wind farm facility in Uruguay with nominal installed capacity of 50 MW. Palmatir has 25 wind turbines and each turbine has a nominal capacity of 2 MW. UTE, Uruguay’s
state-owned electricity company, has agreed to purchase all energy produced by Palmatir pursuant to a 20-year PPA. UTE will pay a fixed-price tariff per MWh under the PPA, which is denominated in U.S. dollars and will be partially adjusted in
January of each year according to a formula based on inflation.
Palmatir reached COD in May 2014.
Cadonal
Cadonal is an on-shore wind farm facility in Uruguay with nominal installed capacity of 50 MW. Cadonal has 25 wind turbines and each turbine has a nominal capacity of 2 MW each. UTE, Uruguay´s
state-owned electricity company, has agreed to purchase all energy produced by Cadonal pursuant to a 20-year PPA.
Cadonal reached COD in December 2014.
Solaben 2 & Solaben 3
The Solaben 2 and Solaben 3 are two 50 MW Solar Power facilities and reached COD in 2012.
Renewable energy plants in Spain, like Solaben 2 and Solaben 3, are regulated through a series of laws and rulings which guarantee the owners of the plants a reasonable return for their investments.
Solaben 2 and Solaben 3 sell the power they produce into the wholesale electricity market, where offer and demand are matched and the pool price is determined, and also receive additional payments from the CNMC, the Spanish state-owned regulator.
Solacor 1 & Solacor 2
The Solacor 1 and Solacor 2 are two 50 MW Solar Power facilities and reached COD in 2012. JGC Corporation holds 13% of Solacor 1 & Solacor 2, a Japanese engineering company.
ACT
The ACT plant is a gas-fired cogeneration facility with a rated capacity of approximately 300 MW and between 550 and 800 metric tons per hour of steam. The plant includes a substation and an
approximately 52 mile and 115-kilowatt transmission line.
On September 18, 2009, ACT entered into the Pemex Conversion Services Agreement, or the Pemex CSA, with Pemex. Pemex is a state-owned oil and gas company supervised by the (CRE), the Mexican state
agency that regulates the energy industry. The Pemex CSA has a term of 20 years from the in-service date and will expire on March 31, 2033.
According to the Pemex CSA, ACT must provide, in exchange for a fixed price with escalation adjustments, services including the supply and transformation of natural gas and water into thermal energy
and electricity. Part of the electricity is to be supplied directly to a Pemex facility nearby, allowing the (CFE) to supply less electricity to that facility. Approximately 90% of the electricity must be injected into the Mexican electricity
network to be used by retail and industrial end customers of CFE in the region. Pemex is then entitled to receive an equivalent amount of energy in more than 1,000 of their facilities in other parts of the country from CFE, following an
adjustment mechanism under the supervision of CFE.
The Pemex CSA is denominated in U.S. dollars. The price is a fixed tariff and will be adjusted annually, part of it according to inflation and part according to a mechanism agreed in the contract
that on average over the life of the contract reflects expected inflation. The components of the price structure and yearly adjustment mechanisms were prepared by Pemex and provided to bidders as part of the request for proposal documents.
ATN
ATN is part of the Peruvian SGT (Sistema Garantizado de Transmision), which includes all transmission line concessions allocated by a bidding process by the government and is comprised of the
following facilities:
(i)
|
the approximately 356 mile, 220kV line from Carhuamayo-Paragsha-Conococha-Kiman-Ayllu-Cajamarca Norte;
|
(ii)
|
the 4.3 mile, 138kV link between the existing Huallanca substation and Kiman Ayllu substations;
|
(iii)
|
the 1.9 mile, 138kV link between the 138kV Carhuamayo substation and the 220kV Carhuamayo substation;
|
(iv)
|
the Conococha and Kiman Ayllu substations; and
|
(v)
|
the expansion of the Cajamarca Norte, 220kV Carhuamayo, 138kV Carhuamayo and 220kV Paragsha substations.
|
Additionally, on December 28, 2018 ATN completed the acquisition of a 220-kV power substation and two small transmission lines to connect the lines of the Company to the Shahuindo mine located
nearby (ATN Expansion 1) and, on October 22, 2019, the Company closed the acquisition of ATN Expansion 2.
Pursuant to the initial concession agreement, the Ministry of Energy, on behalf of the Peruvian Government, granted ATN a concession to construct, develop, own, operate and maintain the ATN Project.
The initial concession agreement became effective on May 22, 2008 and will expire 30 years after COD of the first tranche of the line, which took place in January 2011. ATN is obliged to provide the service of transmission of electric energy
through the operation and maintenance of the electric transmission line, according to the terms of the contract and the applicable law.
The laws and regulations of Peru establish the key parameters of the concession contract, the price indexation mechanism, the rights and obligations of the operator and the procedures that have to
be followed in order to fix the applicable tariff, which occurs through a regulated bidding process. Once the bidding process is complete and the operator is granted the concession, the pricing of the power transmission service is established in
the concession agreement. ATN has a 30-year concession agreement with a fixed-price tariff base denominated in U.S. dollars that is adjusted annually after COD of each line, in accordance with the U.S. Finished Goods Less Food and Energy Index
published by the U.S. Department of Labor.
ATS
ATS is part of the Peruvian Guaranteed Transmission System, or (Sistema Garantizado de Transmisión) which includes all transmission line concessions allocated by a bidding process by the government,
and is comprised of:
(i)
|
a 500kV electric transmission line and two short 220kV electric transmission lines, which are linked to existing substations;
|
(ii)
|
three 500kV substations; and
|
(iii)
|
three existing substations (two existing 220kV substations and one existing 550/220kV substation), through the development of new transformers, line reactors, series reactive compensation and shunt reactions in
some substations.
|
Pursuant to the initial concession agreement, the Ministry of Energy, on behalf of the Peruvian Government, granted ATS a concession to construct, develop, own, operate and maintain the ATS Project.
The initial concession agreement became effective on July 22, 2010 and will expire 30 years after COD, which took place in January 2014. ATS is obliged to provide the service of transmission of electric energy through the operation and
maintenance of the electric transmission line, according to the terms of the contract and the applicable law.
The laws and regulations of Peru establish the key parameters of the concession contract, the price indexation mechanism, the rights and obligations of the operator and the procedure that has to be
followed in order to fix the applicable tariff, which occurs through a regulated bidding process. Once the bidding process is complete and the operator is granted the concession, the pricing of the power transmission service is established in the
concession agreement. ATS has a 30-year concession agreement with fixed-price tariff base denominated in U.S. dollars that is adjusted annually after COD of each line, in accordance with the U.S. Finished Goods Less Food and Energy Index
published by the U.S. Department of Labor.
Quadra 1 & Quadra 2
Quadra 1 is a 49-miles transmission line project and Quadra 2 is a 32-miles transmission line project, each connected to the Sierra Gorda substations.
Both projects have concession agreements with Sierra Gorda SCM. The agreements are denominated in U.S. dollars and are indexed mainly to CPI. The concession agreements each have a 21-year term that
began on COD, which took place in April 2014 and March 2014 for Quadra 1 and Quadra 2, respectively.
Quadra 1 and Quadra 2 belong to the Northern Interconnected System (SING), one of the two interconnected systems into which the Chilean electricity market is divided and structured for both
technical and regulatory purposes.
As part of the SING, Quadra 1 and Quadra 2 and the service they provide are regulated by several regulatory bodies, in particular: the Superintendent’s office of Electricity and Fuels (SEC), the
Economic Local Dispatch Center (CDEC), the National Board of Energy CNE) and the National Environmental Board (CONAMA) and other environmental regulatory bodies.
In all these concession arrangements, the operator has all the rights necessary to manage, operate and maintain the assets and the obligation to provide the services defined above, which are clearly
defined in each concession contract and in the applicable regulations in each country.
Helioenergy 1 & 2
The Helioenergy 1 and 2 solar plants are located in Ecija, Spain, and reached COD in 2011.
Renewable energy plants in Spain, like Helionergy 1 and Helionergy 2, are regulated through a series of laws and rulings which guarantee the owners of the plants a reasonable return for their
investments. Helionergy 1 and Helionergy 2 sell the power they produce into the wholesale electricity market, where offer and demand are matched and the pool price is determined, and also receive additional payments from the CNMC, the Spanish
state-owned regulator.
Helios 1 & 2
The Helios 1 and 2 solar plants are located in Spain and reached COD in 2012.
Solnova 1, 3 & 4
The Solnova 1, 3 and 4 solar plants are located in the municipality of Sanlucar la Mayor, Spain. The plants have 50 MW each and reached COD in 2010.
Honaine
The Honaine project is a water desalination plant located in Taffsout, Algeria. Myah Bahr Honaine Spa, or MBH, is the vehicle incorporated in Algeria for the purposes of owning the Honaine project.
Algerian Energy Company, SPA, or AEC, owns 49% and Sacyr Agua S.L., a subsidiary of Sacyr, S.A., owns indirectly the remaining 25.5% of the Honaine project.
Honaine has a capacity of seven M ft3 per day of desalinated water and it is under operation since July 2012.
The water purchase agreement is a 25-year take-or-pay contract with Sonatrach / ADE. The tariff structure is based upon plant capacity and water production, covering variable cost (water cost plus
electricity cost). Tariffs are adjusted monthly based on the indexation mechanisms that include local inflation, U.S. inflation and the exchange rate between the U.S. dollar and local currency.
Skikda
The Skikda project is a water desalination plant located in Skikda, Algeria. AEC owns 49% and Sacyr Agua S.L. owns indirectly the remaining 16.83% of the Skikda project.
Skikda has a capacity of 3.5 M ft3 per day of desalinated water and is in operation since February 2009. The project serves a population of 0.5 million.
The water purchase agreement is a 25-year take-or-pay contract with Sonatrach / ADE. The tariff structure is based upon plant capacity and water production, covering variable cost (water cost plus
electricity cost). Tariffs are adjusted monthly based on the indexation mechanisms that include local inflation, U.S. inflation and the exchange rate between the U.S. dollar and local currency.
ATN 2
ATN 2, in Peru, is part of the Complementary Transmission System, or Sistema Complementario de Transmision, SCT, and is comprised of the following facilities:
(i) The approximately 130km, 220kV line from SE Cotaruse to Las Bambas;
(ii) The connection to the gate of Las Bambas Substation
(iii) The expansion of the Cotaruse 220kV substation (works assigned to Consorcio Transmantaro)
The Client is Las Bambas Mining Company.
The plant reached COD in May 2015.
The ATN2 Project has a 18-year contract period, after that, ATN2 assets will remain as property of the SPV allowing ATN2 to potentially sign a new contract. The ATN2 Project has a fixed-price tariff
base denominated in U.S. dollars, partially adjusted annually in accordance with the U.S. Finished Goods Less Food and Energy Index as published by the U.S. Department of Labor. The receipt of the tariff base is independent from the effective
utilization of the transmission lines and substations related to the ATN2 Project. The tariff base is intended to provide the ATN2 Project with consistent and predictable monthly revenues sufficient to cover the ATN2 Project’s operating costs and
debt service and to earn an equity return. Peruvian law requires the existence of a definitive concession agreement to perform electricity transmission activities where the transmission facilities cross public land or land owned by third parties.
On May 31, 2014, the Ministry of Energy granted the project a definitive concession agreement to the transmission lines of the ATN2 Project.
Kaxu
Kaxu Solar One, or Kaxu, is a 100 MW solar Conventional Parabolic Trough Project located in Paulputs in the Northern Cape Province of South Africa. Atlantica owns 51% of the Kaxu Project, while
Industrial Development Corporation of South Africa owns 29% and Kaxu Community Trust owns 20%.
The project reached COD in February 2015.
Kaxu has a 20-year PPA with Eskom SOC Ltd., or Eskom, under a take or pay contract for the purchase of electricity up to the contracted capacity from the facility. Eskom purchases all the output of
the Kaxu Plant under a fixed price formula in local currency subject to indexation to local inflation. The PPA expires in February 2035.
Solaben 1 & 6
The Solaben 1&6 50 MW solar plants are located in the municipality of Logrosán, Spain and reached COD in 2013.
Melowind
Melowind is an on-shore wind farm facility wholly owned by the Company, located in Uruguay with a capacity of 50 MW. Melowind has 20 wind turbines of 2.5 MW each. The asset reached COD in November
2015.
Melowind signed a 20-year PPA with UTE in 2015, for 100% of the electricity produced. UTE pays a fixed tariff under the PPA, which is denominated in U.S. dollars and is partially adjusted every year
based on a formula referring to U.S. CPI, Uruguay’s CPI and the applicable UYU/U.S. dollars exchange rate.
Tenes
Tenes is a water desalination plant located in Algeria. Befesa Agua Tenes has a 51.0% stake in Ténès Lilmiyah SpA. The remaining 49% is owned by AEC.
The water purchase agreement is a 25-year take-or-pay contract with Sonatrach/ADE. The tariff structure is based upon plant capacity and water production, covering variable cost (water cost plus electricity cost).
Tariffs are adjusted monthly based on the exchange rate between the U.S. dollar and local currency and yearly based on indexation mechanisms that include local inflation and U.S. inflation.
Appendices
|
Appendix III-2
|
Projects subject to the application of IFRIC 12 interpretation based on the concession of services as of December 31, 2020
Project
name
|
|
Country
|
|
Status(1)
|
|
% of
Nominal
Share(2)
|
|
Period of
Concession
(4)(5)
|
off-taker(7)
|
Financial/
Intangibl
e(3)
|
|
Assets/
Investm
ent
|
|
|
Accumulated
Amortizat
ion
|
|
|
Operating
Profit/
(Loss)(8)
|
|
Arrangem
ent
Terms
(price)
|
|
Descri
ption
of
the
Arrange
ment
|
Renewable energy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solana
|
|
USA
|
|
(O)
|
|
|
100.0
|
|
30 Years
|
APS
|
(I)
|
|
|
1,830,148
|
|
|
|
(468,323
|
)
|
|
|
(5,722
|
)
|
Fixed price per MWh with annual increases of 1.84% per year
|
|
30-year PPA with APS regulated by ACC
|
Mojave
|
|
USA
|
|
(O)
|
|
|
100.0
|
|
25 Years
|
PG&E
|
(I)
|
|
|
1,557,559
|
|
|
|
(374,193
|
)
|
|
|
48,436
|
|
Fixed price per MWh without any indexation mechanism
|
|
25-year PPA with PG&E regulated by CPUC and CAEC
|
Palmatir
|
|
Uruguay
|
|
(O)
|
|
|
100.0
|
|
20 Years
|
UTE, Uruguay
Administration
|
(I)
|
|
|
147,911
|
|
|
|
(48,843
|
)
|
|
|
7,971
|
|
Fixed price per MWh in USD with annual increases based on inflation
|
|
20-year PPA with UTE, Uruguay state-owned utility
|
Cadonal
|
|
Uruguay
|
|
(O)
|
|
|
100.0
|
|
20 Years
|
UTE, Uruguay
Administration
|
(I)
|
|
|
121,986
|
|
|
|
(37,315
|
)
|
|
|
15,293
|
|
Fixed price per MWh in USD with annual increases based on inflation
|
|
20-year PPA with UTE, Uruguay state-owned utility
|
Melowind
|
|
Uruguay
|
|
(O)
|
|
|
100.0
|
|
20 Years
|
UTE, Uruguay
Administration
|
(I)
|
|
|
135,977
|
|
|
|
(29,598
|
)
|
|
|
4,673
|
|
Fixed price per MWh in USD with annual increases based on inflation
|
|
20-year PPA with UTE, Uruguay state-owned utility
|
Solaben 2
|
Spain
|
(O)
|
|
|
70.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
337,506
|
|
|
|
(80,255
|
)
|
|
|
10,222
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solaben 3
|
Spain
|
(O)
|
|
|
70.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
336,556
|
|
|
|
(81,998
|
)
|
|
|
10,802
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solacor 1
|
Spain
|
(O)
|
|
|
87.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
341,674
|
|
|
|
(88,382
|
)
|
|
|
9,359
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solacor 2
|
Spain
|
(O)
|
|
|
87.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
355,614
|
|
|
|
(90,861
|
)
|
|
|
9,248
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solnova 1
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
340,713
|
|
|
|
(108,908
|
)
|
|
|
14,090
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solnova 3
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
318,415
|
|
|
|
(98,755
|
)
|
|
|
14,331
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solnova 4
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
297,118
|
|
|
|
(91,251
|
)
|
|
|
13,865
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Helios 1
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
344,533
|
|
|
|
(84,144
|
)
|
|
|
11,285
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Helios 2
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
335,550
|
|
|
|
(80,361
|
)
|
|
|
11,677
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Helioenergy 1
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
330,497
|
|
|
|
(87,496
|
)
|
|
|
11,149
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Helioenergy 2
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
331,206
|
|
|
|
(84,360
|
)
|
|
|
11,560
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solaben 1
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
332,537
|
|
|
|
(70,486
|
)
|
|
|
11,542
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solaben 6
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
329,203
|
|
|
|
(69,659
|
)
|
|
|
12,161
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Kaxu
|
South Africa
|
(O)
|
|
|
51.0
|
|
20 Years
|
Eskom
|
(I)
|
|
|
521,523
|
|
|
|
(154,962
|
)
|
|
|
41,483
|
|
Take or pay contract for the purchase of electricity up to the contracted capacity from the facility.
|
|
20-year PPA with Eskom SOC Ltd. With a fixed price formula in local currency subject to indexation to local inflation
|
Efficient natural gas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACT
|
Mexico
|
(O)
|
|
|
100.0
|
|
20 Years
|
Pemex
|
(F)
|
|
|
580,141
|
|
|
|
-
|
|
|
|
75,349
|
|
Fixed price to compensate both investment and O&M costs, established in USD and adjusted annually partially according to inflation and partially according to a mechanism agreed in
contract
|
|
20-year Services Agreement with Pemex, Mexican oil & gas state-owned company
|
Electric transmission lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATS
|
Peru
|
(O)
|
|
|
100.0
|
|
30 Years
|
Republic of
Peru
|
(I)
|
|
|
531,887
|
|
|
|
(122,005
|
)
|
|
|
29,339
|
|
Tariff fixed by contract and adjusted annually in accordance with the US Finished Goods Less Food and Energy inflation index
|
|
30-year Concession Agreement with the Peruvian Government
|
ATN
|
Peru
|
(O)
|
|
|
100.0
|
|
30 Years
|
Republic of Peru
|
(I)
|
|
|
359,912
|
|
|
|
(105,618
|
)
|
|
|
6,474
|
|
Tariff fixed by contract and adjusted annually in accordance with the US Finished Goods Less Food and Energy inflation index
|
|
30-year Concession Agreement with the Peruvian Government
|
Quadra I
|
Chile
|
(O)
|
|
|
100.0
|
|
21 Years
|
Sierra Gorda
|
(F)
|
|
|
40,381
|
|
|
|
-
|
|
|
|
5,362
|
|
Fixed price in USD with annual adjustments indexed mainly to US CPI
|
|
21-year Concession Contract with Sierra Gorda regulated by CDEC and the Superentendencia de Electricidad, among others
|
Quadra II
|
Chile
|
(O)
|
|
|
100.0
|
|
21 Years
|
Sierra Gorda
|
(F)
|
|
|
55,417
|
|
|
|
-
|
|
|
|
4,922
|
|
Fixed price in USD with annual adjustments indexed mainly to US CPI
|
|
21-year Concession Contract with Sierra Gorda regulated by CDEC and the Superentendencia de Electricidad, among others
|
ATN 2
|
Peru
|
(O)
|
|
|
100.0
|
|
18 Years
|
Las Bambas Mining
|
(F)
|
|
|
78,743
|
|
|
|
-
|
|
|
|
12,332
|
|
Fixed-price tariff base denominated in U.S. dollars with Las Bambas
|
|
18 years purchase agreement
|
Water:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Skikda
|
Argelia
|
(O)
|
|
|
34.2
|
|
25 Years
|
Sonatrach & ADE
|
(F)
|
|
|
77,702
|
|
|
|
-
|
|
|
|
13,909
|
|
U.S. dollar indexed take-or-pay contract with Sonatrach / ADE
|
|
25 years purchase agreement
|
Honaine
|
Argelia
|
(O)
|
|
|
25.5
|
|
25 Years
|
Sonatrach & ADE
|
(F)
|
|
|
N/A
|
(9)
|
|
|
N/A
|
(9)
|
|
|
N/A
|
(9)
|
U.S. dollar
indexed take-
or-pay
contract with
Sonatrach /
ADE
|
|
25 years purchase
agreement
|
Tenes
|
Algeria
|
(O)
|
|
|
51.0
|
|
25 Years
|
Sonatrach & ADE
|
(F)
|
|
|
106,071
|
|
|
|
-
|
|
|
|
10,610
|
|
U.S. dollar indexed take-or-pay contract with Sonatrach / ADE
|
|
25 years purchase agreement
|
(1)
|
In operation (O), Construction (C) as of December 31, 2020.
|
(2)
|
Itochu Corporation holds 30% of the economic rights to each of Solaben 2 and Solaben 3. JGC Corporation holds 13% of the economic rights to each Solacor 1 and Solacor 2. Algerian Energy Company, SPA, or AEC,
owns 49% and Sacyr Agua, S.L., a subsidiary of Sacyr, S.A., owns the remaining 25.5% of the Honaine project. AEC owns 49% and Sacyr Agua S.L. owns the remaining 16.83% of the Skikda project. Industrial Development Corporation of South
Africa (29%) & Kaxu Community Trust (20%) for the Kaxu Project. AEC owns 49% of the Tenes project.
|
(3)
|
Classified as concessional financial asset (F) or as intangible assets (I).
|
(4)
|
The infrastructure is used for its entire useful life. There are no obligations to deliver assets at the end of the concession periods, except for ATN and ATS.
|
(5)
|
Generally, there are no termination provisions other than customary clauses for situations such as bankruptcy or fraud from the operator, for example.
|
(6)
|
Sales to wholesale markets and additional fixed payments established by the Spanish government.
|
(7)
|
In each case the off-taker is the grantor.
|
(8)
|
Figures reflect the contribution to the consolidated financial statements of Atlantica Sustainable Infrastructure plc. as of December 31, 2020.
|
(9)
|
Recorded under the equity method.
|
The Appendices are an integral part of the Notes to the consolidated financial statements.
Projects subject to the application of IFRIC 12 interpretation based on the concession of services as of December 31, 2019
Project
name
|
|
Country
|
|
Status(1)
|
|
% of
Nominal
Share
(2)
|
|
Period of
Concession
(4)(5)
|
off-taker(7)
|
Financial/
Intangible(3)
|
|
Assets/
Investm
ent
|
|
|
Accumula
ted
Amortiza
tion
|
|
|
Operati
ng
Profit/
(Loss)(8)
|
|
Arrangem
ent
Terms
(price)
|
|
Descriptio
n of
the
Arrangem
ent
|
Renewable energy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solana
|
|
USA
|
|
(O)
|
|
|
100.0
|
|
30 Years
|
APS
|
(I)
|
|
|
1,916,268
|
|
|
|
(424,627
|
)
|
|
|
47,344
|
|
Fixed price per MWh with annual increases of 1.84% per year
|
|
30-year PPA with APS regulated by ACC
|
Mojave
|
|
USA
|
|
(O)
|
|
|
100.0
|
|
25 Years
|
PG&E
|
(I)
|
|
|
1,556,638
|
|
|
|
(312,544
|
)
|
|
|
49,939
|
|
Fixed price per MWh without any indexation mechanism
|
|
25-year PPA with PG&E regulated by CPUC and CAEC
|
Palmatir
|
|
Uruguay
|
|
(O)
|
|
|
100.0
|
|
20 Years
|
UTE, Uruguay
Administration
|
(I)
|
|
|
148,043
|
|
|
|
(43,967
|
)
|
|
|
3,537
|
|
Fixed price per MWh in USD with annual increases based on inflation
|
|
20-year PPA with UTE, Uruguay state-owned utility
|
Cadonal
|
|
Uruguay
|
|
(O)
|
|
|
100.0
|
|
20 Years
|
UTE, Uruguay
Administration
|
(I)
|
|
|
122,104
|
|
|
|
(43,987
|
)
|
|
|
2,650
|
|
Fixed price per MWh in USD with annual increases based on inflation
|
|
20-year PPA with UTE, Uruguay state-owned utility
|
Melowind
|
|
Uruguay
|
|
(O)
|
|
|
100.0
|
|
20 Years
|
UTE, Uruguay
Administration
|
(I)
|
|
|
136,421
|
|
|
|
(22,501
|
)
|
|
|
3,826
|
|
Fixed price per MWh in USD with annual increases based on inflation
|
|
20-year PPA with UTE, Uruguay state-owned utility
|
Solaben 2
|
Spain
|
(O)
|
|
|
70.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
308,407
|
|
|
|
(63,275
|
)
|
|
|
12,763
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solaben 3
|
Spain
|
(O)
|
|
|
70.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
307,174
|
|
|
|
(65,072
|
)
|
|
|
12,836
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solacor 1
|
Spain
|
(O)
|
|
|
87.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
311,963
|
|
|
|
(70,393
|
)
|
|
|
11,569
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solacor 2
|
Spain
|
(O)
|
|
|
87.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
324,834
|
|
|
|
(72,228
|
)
|
|
|
11,559
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solnova 1
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
311,759
|
|
|
|
(89,172
|
)
|
|
|
15,482
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solnova 3
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
292,904
|
|
|
|
(80,829
|
)
|
|
|
16,569
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solnova 4
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
271,943
|
|
|
|
(74,523
|
)
|
|
|
15,966
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Helios 1
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
313,132
|
|
|
|
(66,794
|
)
|
|
|
14,095
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Helios 2
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
304,945
|
|
|
|
(63,626
|
)
|
|
|
14,346
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Helioenergy 1
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
303,316
|
|
|
|
(68,486
|
)
|
|
|
14,927
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Helioenergy 2
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
304,083
|
|
|
|
(66,007
|
)
|
|
|
16,130
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solaben 1
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
303,392
|
|
|
|
(54,293
|
)
|
|
|
12,603
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Solaben 6
|
Spain
|
(O)
|
|
|
100.0
|
|
25 Years
|
Kingdom of
Spain
|
(I)
|
|
|
300,209
|
|
|
|
(53,641
|
)
|
|
|
11,730
|
|
Regulated revenue
base(6)
|
|
Regulated revenue established by different laws and rulings in Spain
|
Kaxu
|
South Africa
|
(O)
|
|
|
51.0
|
|
20 Years
|
Eskom
|
(I)
|
|
|
543,761
|
|
|
|
(132,849
|
)
|
|
|
53,040
|
|
Take or pay contract for the purchase of electricity up to the contracted capacity from the facility.
|
|
20-year PPA with Eskom SOC Ltd. With a fixed price formula in local currency subject to indexation to local inflation
|
Efficient natural gas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACT
|
Mexico
|
(O)
|
|
|
100.0
|
|
20 Years
|
Pemex
|
(F)
|
|
|
610,363
|
|
|
|
-
|
|
|
|
113,549
|
|
Fixed price to compensate both investment and O&M costs, established in USD and adjusted annually partially according to inflation and partially according to a mechanism agreed in
contract
|
|
20-year Services Agreement with Pemex, Mexican oil & gas state-owned company
|
Electric transmission lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATS
|
Peru
|
(O)
|
|
|
100.0
|
|
30 Years
|
Republic of
Peru
|
(I)
|
|
|
531,779
|
|
|
|
(104,201
|
)
|
|
|
28,993
|
|
Tariff fixed by contract and adjusted annually in accordance with the US Finished Goods Less Food and Energy inflation index
|
|
30-year Concession Agreement with the Peruvian Government
|
ATN
|
Peru
|
(O)
|
|
|
100.0
|
|
30 Years
|
Republic of Peru
|
(I)
|
|
|
356,876
|
|
|
|
(93,061
|
)
|
|
|
5,680
|
|
Tariff fixed by contract and adjusted annually in accordance with the US Finished Goods Less Food and Energy inflation index
|
|
30-year Concession Agreement with the Peruvian Government
|
Quadra I
|
Chile
|
(O)
|
|
|
100.0
|
|
21 Years
|
Sierra Gorda
|
(F)
|
|
|
41,237
|
|
|
|
-
|
|
|
|
5,716
|
|
Fixed price in USD with annual adjustments indexed mainly to US CPI
|
|
21-year Concession Contract with Sierra Gorda regulated by CDEC and the Superentendencia de Electricidad, among others
|
Quadra II
|
Chile
|
(O)
|
|
|
100.0
|
|
21 Years
|
Sierra Gorda
|
(F)
|
|
|
55,157
|
|
|
|
-
|
|
|
|
6,638
|
|
Fixed price in USD with annual adjustments indexed mainly to US CPI
|
|
21-year Concession Contract with Sierra Gorda regulated by CDEC and the Superentendencia de Electricidad, among others
|
ATN 2
|
Peru
|
(O)
|
|
|
100.0
|
|
18 Years
|
Las Bambas Mining
|
(F)
|
|
|
80,407
|
|
|
|
-
|
|
|
|
14,432
|
|
Fixed-price tariff base denominated in U.S. dollars with Las Bambas
|
|
18 years purchase agreement
|
Water:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Skikda
|
Argelia
|
(O)
|
|
|
34.2
|
|
25 Years
|
Sonatrach & ADE
|
(F)
|
|
|
87,285
|
|
|
|
-
|
|
|
|
15,583
|
|
U.S. dollar indexed take-or-pay contract with Sonatrach / ADE
|
|
25 years purchase agreement
|
Honaine
|
Argelia
|
(O)
|
|
|
25.5
|
|
25 Years
|
Sonatrach & ADE
|
(F)
|
|
|
N/A
|
(9)
|
|
|
N/A
|
(9)
|
|
|
N/A
|
(9)
|
U.S. dollar
indexed take-
or-pay
contract with
Sonatrach /
ADE
|
|
25 years purchase
agreement
|
(1)
|
In operation (O), Construction (C) as of December 31, 2019.
|
(2)
|
Liberty Interactive Corporation agreed to invest $300 million in Class A membership interests in exchange for a share of the dividends and the taxable loss generated by Solana on October 2, 2013. Itochu
Corporation holds 30% of the economic rights to each of Solaben 2 and Solaben 3. JGC Corporation holds 13% of the economic rights to each Solacor 1 and Solacor 2. Algerian Energy Company, SPA, or AEC, owns 49% and Sacyr Agua, S.L., a
subsidiary of Sacyr, S.A., owns the remaining 25.5% of the Honaine project. AEC owns 49% and Sacyr Agua S.L. owns the remaining 16.83% of the Skikda project. Industrial Development Corporation of South Africa (29%) & Kaxu Community
Trust (20%) for the Kaxu Project
|
(3)
|
Classified as concessional financial asset (F) or as intangible assets (I).
|
(4)
|
The infrastructure is used for its entire useful life. There are no obligations to deliver assets at the end of the concession periods, except for ATN and ATS.
|
(5)
|
Generally, there are no termination provisions other than customary clauses for situations such as bankruptcy or fraud from the operator, for example.
|
(6)
|
Sales to wholesale markets and additional fixed payments established by the Spanish government.
|
(7)
|
In each case the off-taker is the grantor.
|
(8)
|
Figures reflect the contribution to the consolidated financial statements of Atlantica Sustainable Infrastructure plc. as of December 31, 2019.
|
(9)
|
Recorded under the equity method.
|
The Appendices are an integral part of the Notes to the consolidated financial statements.
Additional information of subsidiaries including material non-controlling interest as of December 31, 2020
Subsidiary
name
|
Non-
controlling
interests
name
|
|
% of
non-
controlling
interests
held
|
|
|
Dividends
paid to
non-
controlling
interests
|
|
|
Profit/(Loss)
of non-
controlling
interests
in
Atlantica
consolidated
net result
2020
|
|
|
Non-
controlling
interests
in
Atlantica
consolidated
equity as
of
December 31,
2020
|
|
|
Non-
current
assets*
|
|
|
Current
Assets*
|
|
|
Non-
current
liabilities*
|
|
|
Current
liabilities*
|
|
|
Net
Profit
/(Loss)*
|
|
|
Total
Comprehensive
income*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aguas de Skikda S.P.A.
|
Algerian Energy Company S.P.A.
|
|
|
49
|
%**
|
|
|
3,584
|
|
|
|
1,563
|
|
|
|
44,486
|
|
|
|
75,893
|
|
|
|
28,343
|
|
|
|
22,336
|
|
|
|
7,801
|
|
|
|
2,374
|
|
|
|
-
|
|
Atlantica Yield Energy Solutions Canada Inc.
|
Algonquin Power Co.
|
|
|
90
|
%
|
|
|
15,709
|
|
|
|
(6
|
)
|
|
|
54,924
|
|
|
|
56,308
|
|
|
|
4,312
|
|
|
|
-
|
|
|
|
4,292
|
|
|
|
(6
|
)
|
|
|
-
|
|
* Stand-alone figures as of December 31, 2020.
** Atlantica Sustainable Infrastructure plc. owns 67% of the shares in Geida Skikda, S.L., which in its turn owns 51% of Aguas de Skikda S.P.A., so that indirectly Atlantica Sustainable
Infrastructure plc. owns 34.17% of Aguas de Skikda S.P.A. The table only shows information related to the non-controlling interests of the SPV, Aguas de Skikda S.P.A.
Additional Information of subsidiaries including material non-controlling interest as of December 31, 2019
Subsidiary
name
|
Non-
controlling
interests
name
|
|
% of
non-
controlling
interests
held
|
|
|
Dividends
paid to
non-
controlling
interests
|
|
|
Profit/(Loss)
of non-
controlling
interests
in
Atlantica
consolidated
net result
2019
|
|
|
Non-
controlling
interests
in
Atlantica
consolidated
equity as
of
December 31,
2019
|
|
|
Non-
current
assets*
|
|
|
Current
Assets*
|
|
|
Non-
current
liabilities*
|
|
|
Current
liabilities*
|
|
|
Net
Profit
/(Loss)*
|
|
|
Total
Comprehensive
income*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aguas de Skikda S.P.A.
|
Algerian Energy Company S.P.A.
|
|
|
49
|
%**
|
|
|
4,116
|
|
|
|
8,473
|
|
|
|
53,215
|
|
|
|
85,668
|
|
|
|
29,363
|
|
|
|
19,945
|
|
|
|
7,726
|
|
|
|
12,477
|
|
|
|
-
|
|
Atlantica Yield Energy Solutions Canada Inc.
|
Algonquin Power Co.
|
|
|
90
|
%
|
|
|
20,332
|
|
|
|
-
|
|
|
|
69,050
|
|
|
|
72,156
|
|
|
|
5,789
|
|
|
|
-
|
|
|
|
5,790
|
|
|
|
-
|
|
|
|
-
|
|
* Stand-alone figures as of December 31, 2019.
** Atlantica Sustainable Infrastructure plc. owns 67% of the shares in Geida Skikda, S.L., which in its turn owns 51% of Aguas de Skikda S.P.A., so that indirectly Atlantica Sustainable
Infrastructure plc. owns 34.17% of Aguas de Skikda S.P.A. The table only shows information related to the non-controlling interests of the SPV, Aguas de Skikda S.P.A.