☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Trading Symbol | Name of each exchange on which registered | |
Ordinary Shares, nominal value $0.10 per share | AY | NASDAQ Global Select Market |
Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ |
Emerging growth company ☐ |
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
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• | references to “Eskom” refer to Eskom Holdings SOC Limited, together with its subsidiaries, unless the context otherwise requires; |
• | references to “EU” refer to the European Union; |
ITEM 3. |
I. | Risks Related to Our Business and Our Assets |
• | Acute physical. Severe and extreme weather events include severe winds and rains, hail, hurricanes, cyclones, droughts, as well as the risk of fire and flooding, among others and are becoming more frequent as a result of climate change. Any of these extreme weather events could cause damage to our assets and/or business interruption. |
- | Severe floods could damage our transmission lines, our solar generation assets or our water facilities. |
- | Severe winds could cause damage the solar fields at our solar assets. |
- | Storms with intense lightning activity could damage our plants, especially our wind farms. |
- | Severe droughts could result in water restrictions that may affect our operations and which may force us to stop generation at some of our facilities. For example, some regions in Spain are currently experiencing a severe drought, which may affect our facilities. A deterioration of the quality of the water would also have an impact on chemical costs in our water treatment plants at our generating facilities. |
- | If our transmission assets caused a fire, we could be found liable if the fire damaged third parties. |
- | Severe winter weather, like the storm in February 2021 in Texas, could cause supply from wind farms to decline due to wind turbine equipment freezing. Also, natural gas assets could trip offline due to operational issues caused by freezing conditions. |
- | Rising temperatures and droughts could cause wildfires like the ones that have affected California starting in 2017. In California wildfires have been especially catastrophic, causing human fatalities and significant material losses. Although our assets in California are located in areas without trees and vegetation, wildfires affected one of our clients in the recent past. One of our off-takers is PG&E, a large utility in California which filed for bankruptcy protection under Chapter 11 due to large liabilities caused by its potential involvement in wildfires in California in 2017 and 2018. On July 1, 2020, PG&E emerged from Chapter 11. (see “Downstream” described below). |
• | Chronic physical. An increase in temperatures can reduce efficiency and increase operating costs at our plants. |
o | The Emissions Gaps Report issued by the United Nations Environment Program (UNEP) in October 2021 states that even if all unconditional Nationally Determined Contributions combined with other mitigation measures put the world on track for a global temperature rise of 2.7°C (rise of 4.9ºF) by the end of the century. That is well above the goals of the Paris climate agreement and would lead to catastrophic changes in the Earth’s climate). |
- | Lower turbine efficiency in our efficient natural gas asset. |
- | Reduced efficiency at our solar photovoltaic generation assets. |
- | Lower air density at our wind facilities. |
- | Higher consumption of chemicals used for operational purposes at our water treatment plants. |
o | A reduction of mean precipitations may result in a reduction of availability of water from aquifers and could also modify the main water properties at our generation facilities. |
• | Current Regulation. Atlantica is directly affected by environmental regulation at all our assets. This includes climate-related risks driven by laws, regulation, taxation, disclosure of emissions and other practices. As an example, we are subject to the requirements of the U.K. Climate Change Act 2008 on greenhouse gas (“GHG”) emissions reporting, and the Commission Regulation (EU) No 601/2012. Two U.S. solar plants are also subject to the permits under the Clean Air Act. |
• | Emerging Regulation. Changes in regulation could have a negative impact on Atlantica's growth or cause an increase in costs. Renewable energy projects currently benefit from various U.S. federal, state and local governmental incentives. These policies have had a significant impact on the development of renewable energy and they could change. These incentives make the development of renewable energy projects more competitive by providing tax credits, accelerated depreciation and expensing for a portion of the development costs. A reduction in such incentives could decrease the attractiveness of renewable energy to developers, utilities, retailers and customers. In addition, an increase in regulation could cause an increase in our compliance costs. See “—VII Risks Related to Regulation — Government regulations could change at any time and such changes may negatively impact our current business and growth strategy”. |
• | Reputation. Decreased access to capital. |
• | Downstream. Some of our clients are large utilities or industrial corporations. These are also exposed to significant climate change related risks, including current and emerging regulation, acute and chronic physical risks. A negative climate-related risk impact on our clients, including their credit quality could lead to their inability to comply with their obligations under our existing contracts. For example, one of our off-takers, PG&E, a large utility company in California, filed for bankruptcy protection under Chapter 11 due to liabilities related to its potential involvement in wildfires in California in 2017 and 2018. PG&E is the off-taker for our Mojave asset and emerged from Chapter 11 on July 1, 2020. During this process, California Legislature approved Assembly Bill 1054 which among other reforms created a Wildfire Fund, which would be available for eligible electric utility companies to pay eligible claims for liabilities arising from wildfires. If our clients are affected by climate related risks, this could impact their credit quality and affect their ability to comply with the existing contract. |
II. | Risks Related to the COVID-19 Pandemic |
III. | Risks Related to Our Relationship with Algonquin and Abengoa |
IV. | Risks Related to Our Indebtedness |
V. | Risks Related to Our Growth Strategy |
VI. | Risks Related to the Markets in Which We Operate |
VII. | Risks Related to Regulation |
VIII. | Risks Related to Ownership of Our Shares |
IX. | Risks Related to Taxation |
X. |
ITEM 4. |
A. |
Assets | Type | Ownership | Location | Currency(9) | Capacity (Gross) | Counterparty Credit Ratings(10) | COD* | Contract Years Left(14) | Type | Ownership | Location | Currency(9) | Capacity (Gross) | Counterparty Credit Ratings(10) | COD* | Contract Years Remaining(16) |
Solana | Renewable (Solar) | 100% | Arizona (USA) | USD | 280 MW | A-/A2/A- | 2013 | 23 | Renewable (Solar) | 100% | Arizona (USA) | USD | 280 MW | BBB+/A3/BBB+ | 2013 | 22 |
Mojave | Renewable (Solar) | 100% | California (USA) | USD | 280 MW | BB-/WR/BB | 2014 | 19 | Renewable (Solar) | 100% | California (USA) | USD | 280 MW | BB-/--/BB | 2014 | 18 |
Coso | Renewable (Geothermal) | 100% | California (USA) | USD | 135 MW | Investment grade (14) | 1987/ 1989 | 17 | ||||||||
Elkhorn Valley | Renewable (Wind) | 49% | Oregon (USA) | USD | 101 MW | BBB/A3/-- | 2007 | 6 | ||||||||
Prairie Star | Renewable (Wind) | 49% | Minnesota (USA) | USD | 101 MW | --/A3/A- | 2007 | 6 | ||||||||
Twin Groves II | Renewable (Wind) | 49% | Illinois (USA) | USD | 198 MW | BBB-/Baa2/-- | 2008 | 4 | ||||||||
Lone Star II | Renewable (Wind) | 49% | Texas (USA) | USD | 196 MW | Not rated | 2008 | 1 | ||||||||
Chile PV 1 | Renewable (Solar) | 35%(8) | Chile | USD | 55 MW | N/A | 2016 | N/A | Renewable (Solar) | 35%(8) | Chile | USD | 55 MW | N/A | 2016 | N/A |
Chile PV 2 | Renewable (Solar) | 35%(8) | Chile | USD | 40 MW | N/A | 2017 | N/A | Renewable (Solar) | 35%(8) | Chile | USD | 40 MW | Not rated | 2017 | 9 |
La Sierpe | Renewable (Solar) | 100% | Colombia | COP | 20 MW | Not rated | 2021 | 14 | ||||||||
Palmatir | Renewable (Wind) | 100% | Uruguay | USD | 50 MW | BBB/Baa2/BBB-(12) | 2014 | 12 | ||||||||
Cadonal | Renewable (Wind) | 100% | Uruguay | USD | 50 MW | BBB/Baa2/BBB-(12) | 2014 | 13 | ||||||||
Melowind | Renewable (Wind) | 100% | Uruguay | USD | 50 MW | BBB/Baa2/BBB-(12) | 2015 | 14 | ||||||||
Mini-Hydro | Renewable (Hydraulic) | 100% | Peru | USD | 4 MW | BBB+/Baa1/BBB | 2012 | 11 | ||||||||
Solaben 2 & 3 | Renewable (Solar) | 70%(1) | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 17/17 | Renewable (Solar) | 70%(1) | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 16/16 |
Solacor 1 & 2 | Renewable (Solar) | 87%(2) | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 16/16 | Renewable (Solar) | 87%(2) | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 15/15 |
PS10 & PS20 | Renewable (Solar) | 100% | Spain | Euro | 31 MW | A/Baa1/A- | 2007& 2009 | 11/13 | Renewable (Solar) | 100% | Spain | Euro | 31 MW | A/Baa1/A- | 2007& 2009 | 10/12 |
Helioenergy 1 & 2 | Renewable (Solar) | 100% | Spain | Euro | 2x50 MW | A/Baa1/A- | 2011 | 16/16 | Renewable (Solar) | 100% | Spain | Euro | 2x50 MW | A/Baa1/A- | 2011 | 15/15 |
Helios 1 & 2 | Renewable (Solar) | 100% | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 16/17 | Renewable (Solar) | 100% | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 15/16 |
Solnova 1, 3 & 4 | Renewable (Solar) | 100% | Spain | Euro | 3x50 MW | A/Baa1/A- | 2010 | 14/14/15 | Renewable (Solar) | 100% | Spain | Euro | 3x50 MW | A/Baa1/A- | 2010 | 13/13/14 |
Solaben 1 & 6 | Renewable (Solar) | 100% | Spain | Euro | 2x50 MW | A/Baa1/A- | 2013 | 18/18 | Renewable (Solar) | 100% | Spain | Euro | 2x50 MW | A/Baa1/A- | 2013 | 17/17 |
Seville PV | Renewable (Solar) | 80%(6) | Spain | Euro | 1 MW | A/Baa1/A- | 2006 | 15 | Renewable (Solar) | 80%(6) | Spain | Euro | 1 MW | A/Baa1/A- | 2006 | 14 |
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 | ||||||||
Italy PV 1 | Renewable (Solar) | 100% | Italy | Euro | 1.6 MW | BBB/Baa3/BBB | 2010 | 9 | ||||||||
Italy PV 2 | Renewable (Solar) | 100% | Italy | Euro | 2.1 MW | BBB/Baa3/BBB | 2011 | 9 |
Italy PV3 | Renewable (Solar) | 100% | Italy | Euro | 2.5 MW | BBB/Baa3/BBB | 2012 | 10 |
Kaxu | Renewable (Solar) | 51%(3) | South Africa | Rand | 100 MW | BB-/Ba2/BB-(11) | 2015 | 13 |
Calgary | Efficient natural gas & Heat | 100% | Canada | CAD | 55 MWt | ~41% A+ or higher(15) | 2010 | 19 |
ACT | Efficient natural gas & Heat | 100% | Mexico | USD | 300 MW | BBB/ Ba3/BB- | 2013 | 11 |
Monterrey | Efficient natural gas & Heat | 30% | Mexico | USD | 142 MW | Not rated | 2018 | 17 |
ATN (13) | Transmission line | 100% | Peru | USD | 379 miles | BBB+/Baa1/BBB | 2011 | 19 |
ATS | Transmission line | 100% | Peru | USD | 569 miles | BBB+/Baa1/BBB | 2014 | 22 |
ATN 2 | Transmission line | 100% | Peru | USD | 81 miles | Not rated | 2015 | 11 |
Quadra 1 & 2 | Transmission line | 100% | Chile | USD | 49 miles/ 32 miles | Not rated | 2014 | 13/13 |
Palmucho | Transmission line | 100% | Chile | USD | 6 miles | BBB/-/A- | 2007 | 16 |
Chile TL3 | Transmission line | 100% | Chile | USD | 50 miles | A/A1/A- | 1993 | Regulated |
Chile TL4 | Transmission line | 100% | Chile | USD | 63 miles | Not rated | 2016 | 50 |
Skikda | Water | 34.2%(4) | Algeria | USD | 3.5 M ft3/day | Not rated | 2009 | 12 |
Honaine | Water | 25.5%(5) | Algeria | USD | 7 M ft3/day | Not rated | 2012 | 16 |
Tenes | Water | 51%(7) | Algeria | USD | 7 M ft3/day | Not rated | 2015 | 18 |
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, |
(2) | JGC, |
(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. .(“Sacyr”) owns the remaining |
(5) | Algerian Energy Company, SPA owns 49% of Honaine and Sacyr |
(6) | Instituto para la Diversificación y Ahorro de la Energía, |
(7) | Algerian Energy Company, SPA owns 49% of Tenes. |
(8) | 65% of the shares in Chile PV 1 and Chile PV 2 are held by financial partners at our renewable energy platform 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) | Refers to the credit rating of two Community Choice Aggregators: Silicon Valley Clean Energy and Monterrey Bar Community Power, both with A Rating from S&P and Southern California Public Power Authority. The third off-taker is not rated. |
(15) | Refers to the credit rating of a diversified mix of 22 high credit quality clients (~41%A+ rating or higher, the rest is unrated). |
(16) | As of December 31, |
(*) | Commercial Operation Date. |
− | Two PPAs representing approximately 85% of the revenues until 2026 and 60% from 2027 until 2036 with two Community Choice Aggregators (“CCAs”), Silicon Valley Clean Energy and Monterrey Bay Community Power, both with an “A” credit rating from S&P Global Rating (“S&P”). |
− | A PPA for approximately 15% of the revenues until 2026, 40% from 2027 until 2036 and 50% from 2037 until 2041 with Southern California Public Power Authority (“SCPPA”), which is not rated. |
− | Tranche A is a $36.0 million loan with maturity in 2034 and a floating interest rate of six-month LIBOR plus 2.9%, 81% hedged with a swap set at approximately 3.29% strike. |
− | Tranche B is a $33.5 million loan with maturity in 2032 and a floating interest rate of six-month LIBOR plus 2.65%, 81% hedged with a swap set at approximately 3.16% strike. |
− | Subordinated tranche for $8.1 million with maturity in 2034 and a floating interest rate of six-month LIBOR plus 5.5%. |
40% through a swap set at approximately 3.7% for the duration of the loans. |
60% through a cap set at approximately 1% until 2025. |
From January 2026 40% through a cap with approximately 3.75% strike price for the duration of the loans. |
53% through a swap set at approximately 3.20% for the life of the financing. |
28% through a cap with a 3.25% strike for the life of the financing. |
In addition, we contracted caps with a 1% strike covering 19.3% of the principal of Solacor 1 and 18.2% of the principal of Solacor 2. Both caps hedge the interest rate through 2025. |
30% |
70% |
From January 2026 70% through a cap with a |
a 15-year loan agreement of €218.5 million with a syndicate of banks. The interest rate for the loans is a floating rate based on six-month EURIBOR plus a margin of 2.25% until December 2025 and 2.50% until maturity. The banking tranche is |
a 17-year, fully amortizing loan agreement with an institutional investor for a €45 million with a fixed interest rate of 4.37%. In July 2020, we added a new $43 million notional amount long dated tranche of debt from the same institutional investor with 15-year maturity and with a fixed interest rate of 3.00%. |
78% through a swap set at approximately 4.76% strike |
22% through a cap with a 1% strike covering the principal through 2025. |
23% through a swap set at approximately 4.34% strike for the life of the debt. |
77% through a cap with a 1% strike covering the principal through 2025. |
83% through a swap set at approximately 4.87% strike for the life of the debt. |
17% through a cap with a 1% strike covering the principal through 2025. |
− | 40% through a swap set at approximately 3.7% for the duration of the loans. |
− | 60% through a cap set at approximately 1% until 2025. From January 2026 40% through a cap with approximately 3.75% strike price for the duration of the loans. |
− | 53% through a swap set at approximately 3.20% for the life of the financing. |
− | 28% through a cap with a 3.25% strike for the life of the financing. |
− | In addition, we contracted caps with a 1% strike covering 19.3% of the principal of Solacor 1 and 18.2% of the principal of Solacor 2. Both caps hedge the interest rate through 2025. |
− | 30% through a swap set at approximately 4.07% |
− | 70% through a cap set at approximately 1% and 4,5% until 2025 |
− | From January 2026 70% through a cap with a 4.5% strike |
− | a 15-year loan agreement of €218.5 million with a syndicate of banks. The interest rate for the loans is a floating rate based on six-month EURIBOR plus a margin of 2.25% until December 2025 and 2.50% until maturity. The banking tranche is 95.5% hedged through a swap set at approximately 3.8% strike and 3% hedged through a cap with a 1% strike. |
− | a 17-year, fully amortizing loan agreement with an institutional investor for a €45 million with a fixed interest rate of 4.37%. In July 2020, we added a new $43 million notional amount long dated tranche of debt from the same institutional investor with 15-year maturity and with a fixed interest rate of 3.00%. |
− | 78% through a swap set at approximately 4.76% strike until 2027. |
− | 22% through a cap with a 1% strike covering the principal through 2025. |
− | 23% through a swap set at approximately 4.34% strike for the life of the debt. |
− | 77% through a cap with a 1% strike covering the principal through 2025. |
− | 83% through a swap set at approximately 4.87% strike for the life of the debt. |
− | 17% through a cap with a 1% strike covering the principal through 2025. |
− | 40% through a swap set at approximately 3.7% for the duration of the loans. |
− | 60% through a cap set at approximately 1% until 2025. From January 2026 40% through a cap with approximately 3.75% strike price for the duration of the loans. |
− | 53% through a swap set at approximately 3.20% for the life of the financing. |
− | 28% through a cap with a 3.25% strike for the life of the financing. |
− | In addition, we contracted caps with a 1% strike covering 19.3% of the principal of Solacor 1 and 18.2% of the principal of Solacor 2. Both caps hedge the interest rate through 2025. |
− | 30% through a swap set at approximately 4.07% |
− | 70% through a cap set at approximately 1% and 4,5% until 2025 |
− | From January 2026 70% through a cap with a 4.5% strike |
− | a 15-year loan agreement of €218.5 million with a syndicate of banks. The interest rate for the loans is a floating rate based on six-month EURIBOR plus a margin of 2.25% until December 2025 and 2.50% until maturity. The banking tranche is 95.5% hedged through a swap set at approximately 3.8% strike and 3% hedged through a cap with a 1% strike. |
− | a 17-year, fully amortizing loan agreement with an institutional investor for a €45 million with a fixed interest rate of 4.37%. In July 2020, we added a new $43 million notional amount long dated tranche of debt from the same institutional investor with 15-year maturity and with a fixed interest rate of 3.00%. |
− | 78% through a swap set at approximately 4.76% strike until 2027. |
− | 22% through a cap with a 1% strike covering the principal through 2025. |
− | 23% through a swap set at approximately 4.34% strike for the life of the debt. |
− | 77% through a cap with a 1% strike covering the principal through 2025. |
− | 83% through a swap set at approximately 4.87% strike for the life of the debt. |
− | 17% through a cap with a 1% strike covering the principal through 2025. |
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- |
- |
- | Our Total Recordable Incident Rate (TRIR) has been calculated following Sustainable Accounting Standards IF-EU-320a.1. It represents the total number of recordable accidents with and without leave (lost time injury) recorded in the last 12 months on 200 thousand hours worked. We ended 2021 at 1.2, compared to 1.0 in 2020. |
- | Our Lost Time Injury Rate (LTIR) represents the total number of recordable accidents with leave (lost time injury) recorded in the last 12 months on 200 thousand of hours worked. We ended 2021 at 0.5, compared to 0.3 in 2020. |
• | Cogeneration. The electricity produced is used to supply power to the establishments associated with the cogeneration process and/or the shareholders of the cogeneration company; |
• | Self-Supply Generation. The electricity produced is used for the self-supply purposes of the holder of the relevant self-supply power generation permit and/or its shareholders; |
• | Independent Power Production. All the electricity produced is delivered to CFE; |
• | Small-Scale Production. The electricity produced does not exceed 30 MW and is used for export purposes or the supply of all power output is sold to CFE; |
• | Exports. The electricity produced is exported in its entirety and |
• | Imports for Independent Consumption. The import of power is used for self-supply purposes. |
• | Resolution by means of which the Energy Regulatory Commission issues the general administrative provisions that establish the general conditions for the provision of the energy supply (Resolución por la que la Comisión Reguladora de Energía expide las Disposiciones administrativas de carácter general que establecen las condiciones generales para la prestación del suministro eléctrico). |
• | Mechanism to request the modification of the permits granted under the Electricity Public Service Law for generation permits, as well as the criteria under which the permit holders of such regime may execute an interconnection contract while the Wholesale Electricity Market becomes effective (Mecanismo para solicitar la modificación de los permisos otorgados bajo la Ley del Servicio Público de Energía Eléctrica por permisos con carácter único de generación, así como los criterios bajo los cuales los permisionarios de dicho régimen podrán celebrar un contrato de interconexión en tanto entra en operación el mercado eléctrico mayorista). |
• | General administrative provisions for the operation of the certificate procurement system and the compliance with the clean energy obligations (Disposiciones administrativas de carácter general para el funcionamiento del sistema de gestión de certificados y cumplimiento de obligaciones de energías limpias). |
• | General administrative provisions that establish the minimum requirement to be met by suppliers and qualified users participating in the Electricity Market to acquire energy demand in terms of article 12, section XXI, of the Electric Industry Law (Disposiciones administrativas de carácter general que establecen el Requisito mínimo que deberán cumplir los suministradores y los usuarios calificados participantes del mercado para adquirir potencia en términos del artículo 12, fracción XXI, de la Ley de la Industria Eléctrica). |
• | General administrative provisions regarding open access and provision of services in the National Transmission Network and the General Distribution Networks (Disposiciones administrativas de carácter general en materia de acceso abierto y prestación de los servicios en la Red Nacional de Transmisión y las Redes Generales de Distribución de Energía Eléctrica). |
• | General administrative provisions that establish the requirements and minimum amounts of electricity coverage contracts that suppliers must hold regarding electric power, energy demand and clean energy certificates that they will supply to the represented load centers and their verification (Disposiciones administrativas de carácter general que establecen los requisitos y montos mínimos de contratos de cobertura eléctrica que los suministradores deberán celebrar relativos a la energía eléctrica, potencia y certificados de energía limpia que suministrarán a los centros de carga que representen y su verificación). |
• | Policy on Reliability, Safety, Continuity and Quality on the National Electric System (Política de Confiabilidad, Seguridad, Continuidad y Calidad en el Sistema Eléctrico Nacional). |
• | Decree to guarantee the Efficiency, Quality, Reliability, Continuity and Safety of the National Electric System, due to the recognition of the epidemic of the SARS-CoV2 virus disease (COVID-19) (Decreto para garantizar la Eficiencia, Calidad, Confiabilidad, Continuidad ySeguridad del Sistema Eléctrico Nacional, con motivo del reconocimiento de la epidemia de la enfermedad por el virus SARS-CoV2 (COVID-19)). |
• | Resolution by means of which CFE announced the new wheeling tariffs to owners of Legacy Interconnection Agreements with renewable energy sources (Resolución por medio de la cual CFE dio a conocer las nuevas tarifas de transmisión a los titulares de Contratos de Interconexión Legados con fuentes de energía renovable). |
• | Prior Administrative authorization (Autorización Administrativa Previa), which refers to the preliminary project of the installation as a technical document that will be processed, where appropriate, together with the environmental impact study. |
• | Approval of the execution project (Autorización Administrativa de Construcción), which refers to the specific project of the facility and allows its owner to construct or establish it. |
• | Operating permit (Autorización Administrativa de Explotación), which, once the project has been executed, allows the facilities to be energized and to proceed with their commercial exploitation. |
b) A remuneration for the operation (Ro) which shall be calculated in accordance with the provisions of Article 17 of the Royal Decree 413/2014, expressed in €/MWh. In order to calculate the income from the remuneration for the operation of an installation, the remuneration for the operation (Ro) of the associated typical installation shall be multiplied, for each settlement period, by the energy sold on the production market in any of its forms of contracting in said period, |
Useful Life | Return on Investment 2020-2022 (euros/MW) | Operating Remuneration 2021 (euros/GWh) | Maximum Hours | Minimum Hours | Operating Threshold | Useful Life | Return on Investment 2020-2022(euros/MW) | Operating Remuneration 2022 (euros/GWh) | Maximum Hours | Minimum Hours | Operating Threshold | ||||||||||||||||||||||||||
Solaben 2 | 25 years | 398,174 | 41,635 | 2,016 | 1,210 | 706 | 25 years | 398,174 | 45,85 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Solaben 3 | 25 years | 398,174 | 41,635 | 2,016 | 1,210 | 706 | 25 years | 398,174 | 45,85 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Solacor 1 | 25 years | 398,174 | 41,635 | 2,016 | 1,210 | 706 | 25 years | 398,174 | 45,85 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Solacor 2 | 25 years | 398,174 | 41,635 | 2,016 | 1,210 | 706 | 25 years | 398,174 | 45,85 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
PS 10 | 25 years | 550,263 | 63,907 | 1,848 | 1,109 | 647 | 25 years | 550,263 | 68,32 | 1,840 | 1,109 | 647 | |||||||||||||||||||||||||
PS 20 | 25 years | 407,269 | 58,070 | 1,848 | 1,109 | 647 | 25 years | 407,269 | 62,46 | 1,840 | 1,109 | 647 | |||||||||||||||||||||||||
Helioenergy 1 | 25 years | 393,071 | 41,444 | 2,016 | 1,210 | 706 | 25 years | 393,071 | 45,66 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Helioenergy 2 | 25 years | 393,071 | 41,444 | 2,016 | 1,210 | 706 | 25 years | 393,071 | 45,66 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Helios 1 | 25 years | 407,037 | 41,635 | 2,016 | 1,210 | 706 | 25 years | 407,037 | 46,19 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Helios 2 | 25 years | 407,037 | 41,635 | 2,016 | 1,210 | 706 | 25 years | 407,037 | 46,19 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Solnova 1 | 25 years | 413,423 | 42,332 | 2,016 | 1,210 | 706 | 25 years | 413,423 | 46,55 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Solnova 3 | 25 years | 413,423 | 42,332 | 2,016 | 1,210 | 706 | 25 years | 413,423 | 46,55 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Solnova 4 | 25 years | 413,423 | 42,332 | 2,016 | 1,210 | 706 | 25 years | 413,423 | 46,55 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Solaben 1 | 25 years | 403,599 | 41,838 | 2,016 | 1,210 | 706 | 25 years | 403,599 | 46,06 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Solaben 6 | 25 years | 403,599 | 41,838 | 2,016 | 1,210 | 706 | 25 years | 403,599 | 46,06 | 2,008 | 1,210 | 706 | |||||||||||||||||||||||||
Seville PV | 30 years | 709,200 | 28,982 | 2,061 | 1,237 | 721 | 30 years | 709,200 | 33,23 | 2,041 | 1,237 | 721 |
(1) | Atlantica Sustainable Infrastructure plc directly holds one share in Palmucho and 10 shares in each of Quadra 1 and Quadra 2 |
(2) | ATIS directly holds one share in each of Atlantica Peru S.A. (AP), ATN S.A. and ATS S.A. |
(3) | 30% owned by Itochu, a Japanese company |
(4) | 13% owned by JGC, a Japanese company |
(5) | AEC holds 49% of Honaine and Skikda. Sacyr. holds 25.5% of Honaine and 16.9% of Skikda |
(6) | 20% of Seville PV owned by IDEA, a Spanish state-owned company |
(7) | ATN holds a 75% stake in ATS |
(8) | ATN holds a 25% stake in ATN2 |
(9) | 87.5% owned by Starwood |
(10) | 49% owned by Industrial Development Corporation, a South African Government company |
(11) | 70% owned by Arroyo Energy |
(12) | 100% indirectly owned by Arroyo Energy Netherlands II |
(13) | 70% held by Algonquin |
(14) | 65% held by financial partners |
(15) | Solar projects 100% owned by Chile Platform |
(16) | 51% held by EDP Renewables |
(17) | Simplified structure |
D. |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||||||
$ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | |||||||||||||||||||||||||||||||||||||
North America | $ | 330.9 | 32.6 | % | $ | 333.0 | 32.9 | % | $ | 357.2 | 34.2 | % | $ | 395.8 | 32.7 | % | $ | 330.9 | 32.6 | % | $ | 333.0 | 32.9 | % | ||||||||||||||||||||||||
South America | 151.5 | 15.0 | % | 142.2 | 14.1 | % | 123.2 | 11.8 | % | 155.0 | 12.8 | % | 151.5 | 15.0 | % | 142.2 | 14.1 | % | ||||||||||||||||||||||||||||||
EMEA | 530.9 | 52.4 | % | 536.3 | 53.0 | % | 563.4 | 54.0 | % | 660.9 | 54.5 | % | 530.9 | 52.4 | % | 536.3 | 53.0 | % | ||||||||||||||||||||||||||||||
Total revenue | $ | 1,013.3 | 100.0 | % | $ | 1,011.5 | 100.0 | % | $ | 1,043.8 | 100 | % | $ | 1,211.7 | 100.0 | % | $ | 1,013.3 | 100.0 | % | $ | 1,011.5 | 100.0 | % |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||||||
$ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | |||||||||||||||||||||||||||||||||||||
Renewable Energy | $ | 753.1 | 74.3 | % | $ | 761.1 | 75.2 | % | $ | 793.5 | 76.0 | % | $ | 928.5 | 76.6 | % | $ | 753.1 | 74.3 | % | $ | 761.1 | 75.2 | % | ||||||||||||||||||||||||
Efficient Natural Gas | 111.0 | 11.0 | % | 122.3 | 12.1 | % | 130.8 | 12.5 | % | |||||||||||||||||||||||||||||||||||||||
Electric Transmission | 106.1 | 10.5 | % | 103.5 | 10.2 | % | 96.0 | 9.2 | % | |||||||||||||||||||||||||||||||||||||||
Efficient natural gas & Heat | 123.7 | 10.2 | % | 111.0 | 11.0 | % | 122.3 | 12.1 | % | |||||||||||||||||||||||||||||||||||||||
Transmission Lines | 105.6 | 8.7 | % | 106.1 | 10.5 | % | 103.5 | 10.2 | % | |||||||||||||||||||||||||||||||||||||||
Water | 43.1 | 4.2 | % | 24.6 | 2.4 | % | 23.5 | 2.3 | % | 53.9 | 4.5 | % | 43.1 | 4.2 | % | 24.6 | 2.4 | % | ||||||||||||||||||||||||||||||
Total revenue | $ | 1,013.3 | 100.0 | % | $ | 1,011.5 | 100.0 | % | $ | 1,043.8 | 100 | % | $ | 1,211.7 | 100.0 | % | $ | 1,013.3 | 100.0 | % | $ | 1,011.5 | 100.0 | % |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||||||
$ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | |||||||||||||||||||||||||||||||||||||
North America | $ | 272.9 | 82.5 | % | $ | 305.1 | 91.6 | % | $ | 308.8 | 86.4 | % | $ | 311.8 | 78.8 | % | $ | 279.4 | 84.4 | % | $ | 307.2 | 92.3 | % | ||||||||||||||||||||||||
South America | 120.0 | 79.2 | % | 115.3 | 81.1 | % | 100.2 | 81.3 | % | 119.6 | 77.2 | % | 120.0 | 79.2 | % | 115.4 | 81.2 | % | ||||||||||||||||||||||||||||||
EMEA | 388.7 | 73.1 | % | 390.8 | 72.9 | % | 441.6 | 78.4 | % | 393.0 | 59.5 | % | 396.7 | 74.7 | % | 399.0 | 74.4 | % | ||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | 781.6 | 77.1 | % | $ | 811.2 | 80.2 | % | $ | 850.6 | 81.5 | % | $ | 824.4 | 68.0 | % | $ | 796.1 | 78.6 | % | $ | 821.6 | 81.2 | % |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||||||
$ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | |||||||||||||||||||||||||||||||||||||
Renewable Energy | $ | 575.6 | $ | 76.4 | % | $ | 603.7 | $ | 79.3 | % | $ | 664.4 | 83.7 | % | $ | 602.6 | 64.9 | % | $ | 576.3 | 76.5 | % | $ | 604.1 | 79.4 | % | ||||||||||||||||||||||
Efficient Natural Gas | 97.9 | 88.2 | % | 107.5 | 87.9 | % | 93.9 | 71.8 | % | |||||||||||||||||||||||||||||||||||||||
Electric Transmission | 84.6 | 79.7 | % | 85.6 | 82.7 | % | 78.4 | 81.7 | % | |||||||||||||||||||||||||||||||||||||||
Efficient natural gas & Heat | 100.0 | 80.8 | % | 101.0 | 91.0 | % | 109.2 | 89.3 | % | |||||||||||||||||||||||||||||||||||||||
Transmission Lines | 83.6 | 79.2 | % | 87.3 | 82.3 | % | 85.7 | 82.8 | % | |||||||||||||||||||||||||||||||||||||||
Water | 23.5 | 54.5 | % | 14.4 | 58.5 | % | 13.9 | 59.1 | % | 38.2 | 70.9 | % | 31.5 | 73.1 | % | 22.6 | 91.9 | % | ||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | 781.6 | $ | 77.1 | % | $ | 811.2 | $ | 80.2 | % | $ | 850.6 | 81.5 | % | $ | 824.4 | 68.0 | % | $ | 796.1 | 78.6 | % | $ | 821.6 | 81.2 | % |
Year ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
($ in millions) | ||||||||||||
Profit/(loss) for the year attributable to the parent company | $ | 11.9 | $ | 62.1 | $ | 41.6 | ||||||
Profit/(loss) attributable to non-controlling interest from continued operations | 4.9 | 12.5 | 13.7 | |||||||||
Income tax expense | 24.9 | 30.9 | 42.6 | |||||||||
Share of (profit)/loss of associates carried under the equity method | (0.5 | ) | (7.5 | ) | (5.2 | ) | ||||||
Financial expense, net | 331.8 | 402.3 | 395.2 | |||||||||
Operating profit /(loss) | $ | 373.0 | $ | 500.4 | $ | 487.9 | ||||||
Depreciation, amortization and impairment charges | 408.6 | 310.8 | 362.7 | |||||||||
Adjusted EBITDA | $ | 781.6 | $ | 811.2 | $ | 850.6 |
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
($ in millions) | ||||||||||||
Profit/(loss) for the year attributable to the parent company | $ | (30.1 | ) | $ | 11.9 | $ | 62.1 | |||||
Profit/(loss) attributable to non-controlling interest from continued operations | 19.2 | 4.9 | 12.5 | |||||||||
Income tax expense | 36.2 | 24.9 | 30.9 | |||||||||
Depreciation and amortization, financial expense and income tax expense of unconsolidated affiliates (pro rata of our equity ownership) | 18.7 | 13.9 | 3.0 | |||||||||
Financial expense, net | 340.9 | 331.8 | 402.3 | |||||||||
Depreciation, amortization and impairment charges | 439.4 | 408.6 | 310.8 | |||||||||
Adjusted EBITDA | $ | 824.4 | $ | 796.1 | $ | 821.6 |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | 2019 | |||||||||||||||||||
($ in millions) | ($ in millions) | |||||||||||||||||||||||
Net cash flow provided by operating activities | $ | 438.2 | $ | 363.5 | $ | 401.0 | $ | 505.6 | $ | 438.2 | $ | 363.5 | ||||||||||||
Net interest /taxes paid | 287.2 | 299.5 | 333.5 | 342.3 | 287.2 | 299.5 | ||||||||||||||||||
Variations in working capital | 33.2 | 113.4 | 18.4 | 3.1 | 10.9 | 125.0 | ||||||||||||||||||
Other non-cash adjustments and other | 23.0 | 34.8 | 97.7 | |||||||||||||||||||||
Other non-monetary items | (55.8 | ) | 43.9 | 25.8 | ||||||||||||||||||||
Share of profit/(loss) of associates carried under the equity method, depreciation and amortization, financial expense and income tax expense of unconsolidated affiliates (pro-rata of our equity ownership) and other | 29.2 | 15.9 | 7.8 | |||||||||||||||||||||
Adjusted EBITDA | $ | 781.6 | $ | 811.2 | $ | 850.6 | $ | 824.4 | $ | 796.1 | $ | 821.6 |
• | MW in operation in the case of Renewable |
As of and for the year ended December 31, | As of and for the year ended December 31, | |||||||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | 2019 | |||||||||||||||||||
Renewable Energy | ||||||||||||||||||||||||
MW in operation(1) | 1,551 | 1,496 | 1,496 | 2,044 | 1,551 | 1,496 | ||||||||||||||||||
GWh produced(2) | 3,244 | 3,236 | 3,058 | 4,655 | 3,244 | 3,236 | ||||||||||||||||||
Efficient Natural Gas | ||||||||||||||||||||||||
Efficient natural gas & Heat | ||||||||||||||||||||||||
MW in operation(3) | 343 | 343 | 300 | 398 | 343 | 343 | ||||||||||||||||||
GWh produced(4) | 2,574 | 2,090 | 2,318 | 2,292 | 2,574 | 2,090 | ||||||||||||||||||
Availability (%)(4) | 102.1 | % | 95.0 | % | 99.8 | % | 100.6 | % | 102.1 | % | 95.0 | % | ||||||||||||
Electric Transmission | ||||||||||||||||||||||||
Transmission lines | ||||||||||||||||||||||||
Miles in operation | 1,166 | 1,166 | 1,152 | 1,166 | 1,166 | 1,166 | ||||||||||||||||||
Availability (%) | 100.0 | % | 100.0 | % | 99.9 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
Water | ||||||||||||||||||||||||
Mft3 in operation(1) | 17.5 | 10.5 | 10.5 | 17.5 | 17.5 | 10.5 | ||||||||||||||||||
Availability (%) | 100.1 | % | 101.2 | % | 102.0 | % | 97.9 | % | 100.1 | % | 101.2 | % |
(1) | Represents total installed capacity in assets owned or consolidated at the end of the year, regardless of our percentage of ownership in each of the |
(2) | Includes 49% of Vento II wind portfolio production since its acquisition. Includes curtailment in wind assets for which we receive compensation |
(3) | Includes |
(4) |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | 2019 | |||||||||||||||||||
$ in millions | $ in millions | |||||||||||||||||||||||
Revenue | $ | 1,013.3 | $ | 1,011.5 | $ | 1,043.8 | $ | 1,211.7 | $ | 1,013.3 | $ | 1,011.5 | ||||||||||||
Other operating income | 99.5 | 93.8 | 132.5 | 74.6 | 99.5 | 93.8 | ||||||||||||||||||
Employee benefit expenses | (54.4 | ) | (32.2 | ) | (15.1 | ) | (78.7 | ) | (54.4 | ) | (32.2 | ) | ||||||||||||
Depreciation, amortization and impairment charges | (408.6 | ) | (310.8 | ) | (362.7 | ) | (439.4 | ) | (408.6 | ) | (310.8 | ) | ||||||||||||
Other operating expenses | (276.7 | ) | (261.8 | ) | (310.6 | ) | (414.3 | ) | (276.7 | ) | (261.8 | ) | ||||||||||||
Operating profit/(loss) | $ | 373.1 | $ | 500.4 | $ | 487.9 | $ | 353.9 | $ | 373.1 | $ | 500.4 | ||||||||||||
Financial income | 7.1 | 4.1 | 36.4 | 2.7 | 7.1 | 4.1 | ||||||||||||||||||
Financial expense | (378.4 | ) | (408.0 | ) | (425.0 | ) | (361.2 | ) | (378.4 | ) | (408.0 | ) | ||||||||||||
Net exchange differences | (1.4 | ) | 2.7 | 1.6 | 1.9 | (1.4 | ) | 2.7 | ||||||||||||||||
Other financial income/(expense), net | 40.9 | (1.1 | ) | (8.2 | ) | 15.7 | 40.9 | (1.1 | ) | |||||||||||||||
Financial expense, net | $ | (331.8 | ) | $ | (402.3 | ) | $ | (395.2 | ) | $ | (340.9 | ) | $ | (331.8 | ) | $ | (402.3 | ) | ||||||
Share of profit/(loss) of associates carried under the equity method | 0.5 | 7.4 | 5.2 | 12.3 | 0.5 | 7.4 | ||||||||||||||||||
Profit/(loss) before income tax | $ | 41.8 | $ | 105.6 | $ | 97.9 | $ | 25.3 | $ | 41.8 | $ | 105.6 | ||||||||||||
Income tax expense | (24.9 | ) | (30.9 | ) | (42.6 | ) | (36.2 | ) | (24.9 | ) | (30.9 | ) | ||||||||||||
Profit/(loss) for the year | $ | 16.9 | $ | 74.6 | $ | 55.3 | $ | (10.9 | ) | $ | 16.9 | $ | 74.6 | |||||||||||
Profit/(loss) attributable to non-controlling interests | (4.9 | ) | (12.5 | ) | (13.7 | ) | (19.2 | ) | (4.9 | ) | (12.5 | ) | ||||||||||||
Profit / (loss) for the year attributable to the parent company | $ | 12.0 | $ | 62.1 | $ | 41.6 | $ | (30.1 | ) | $ | 12.0 | $ | 62.1 | |||||||||||
Weighted average number of ordinary shares outstanding (thousands) - basic | 111,008 | 101,879 | 101,063 | |||||||||||||||||||||
Weighted average number of ordinary shares outstanding (thousands) - diluted | 114,523 | 103,392 | 101,063 | |||||||||||||||||||||
Basic earnings per share attributable to the parent company (U.S. dollar per share) | (0.27 | ) | 0.12 | 0.61 | ||||||||||||||||||||
Diluted earnings per share attributable to the parent company (U.S. dollar per share) | (0.26 | ) | 0.12 | 0.61 | ||||||||||||||||||||
Dividend paid per share(1) | 1.72 | 1.66 | 1.57 |
(1) | On February 26, 2021, May 4, 2021, July 30, 2021 and November 9, 2021 our board of directors approved a dividend of $0.42, $0.43, $0.43 and $0.435 per share, respectively, corresponding to the fourth quarter of 2020, the first quarter of 2021, the second quarter of 2021, and the fourth quarter of 2021, which were paid on March 22, 2021, June 15, 2021, September 15, 2021, and December 15, 2021, respectively. On February 26, 2020, May 6, 2020, July 31, 2020 and November 4, 2020, our board of directors approved a dividend of $0.41, $0.41, $0.42 and $0.42 per share corresponding to the fourth quarter of 2019, the first quarter of 2020, the second quarter of 2020 and the third quarter of 2021, respectively, which were paid on March 23, 2020, June 15, 2020, September 15, 2020 and December 15, 2020, respectively. |
Year ended December 31, | Year ended December 31, | |||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||
Other operating income | $ in millions | $ in millions | ||||||||||||||
Grants | $ | 59.0 | $ | 59.1 | $ | 60.7 | $ | 59.0 | ||||||||
Income from various services | 40.5 | 34.7 | ||||||||||||||
Insurance proceeds and other | 13.9 | 40.5 | ||||||||||||||
Total | $ | 99.5 | $ | 93.8 | $ | 74.6 | $ | 99.5 |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||||||||||||||||||
Other operating expenses | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | ||||||||||||||||||||||||
Raw Materials | $ | 7.8 | 0.8 | % | $ | 9.7 | 1.0 | % | $ | 70.7 | 5.8 | % | $ | 7.8 | 0.8 | % | ||||||||||||||||
Leases and fees | 2.6 | 0.3 | % | 1.9 | 0.2 | % | 9.3 | 0.8 | % | 2.6 | 0.3 | % | ||||||||||||||||||||
Operation and maintenance | 110.9 | 10.9 | % | 116.0 | 11.5 | % | 154.0 | 12.7 | % | 110.9 | 10.9 | % | ||||||||||||||||||||
Independent professional services | 40.2 | 4.0 | % | 41.6 | 4.1 | % | 39.2 | 3.2 | % | 40.2 | 4.0 | % | ||||||||||||||||||||
Supplies | 27.9 | 2.8 | % | 25.8 | 2.6 | % | 40.8 | 3.4 | % | 27.9 | 2.8 | % | ||||||||||||||||||||
Insurance | 37.6 | 3.7 | % | 24.0 | 2.4 | % | 45.4 | 3.8 | % | 37.6 | 3.7 | % | ||||||||||||||||||||
Levies and duties | 39.8 | 3.9 | % | 34.8 | 3.4 | % | 29.9 | 2.5 | % | 39.8 | 3.9 | % | ||||||||||||||||||||
Other expenses | 9.9 | 1.0 | % | 8.0 | 0.8 | % | 25.0 | 2.1 | % | 9.9 | 1.0 | % | ||||||||||||||||||||
Total | $ | 276.7 | 27.3 | % | $ | 261.8 | 26.0 | % | $ | 414.3 | 34.2 | % | $ | 276.7 | 27.3 | % |
Year ended December 31, | ||||||||
Financial income and financial expense | 2021 | 2020 | ||||||
$ in millions | ||||||||
Financial income | $ | 2.7 | $ | 7.1 | ||||
Financial expense | (361.2 | ) | (378.4 | ) | ||||
Net exchange differences | 1.9 | (1.4 | ) | |||||
Other financial income/(expense), net | 15.7 | 40.9 | ||||||
Financial expense, net | $ | (340.9 | ) | $ | (331.8 | ) |
Year ended December 31, | ||||||||
Financial income and financial expense | 2020 | 2019 | ||||||
$ in millions | ||||||||
Financial income | $ | 7.1 | $ | 4.1 | ||||
Financial expense | (378.4 | ) | (408.0 | ) | ||||
Net exchange differences | (1.4 | ) | 2.7 | |||||
Other financial income/(expense), net | 40.9 | (1.1 | ) | |||||
Financial expense, net | $ | (331.8 | ) | $ | (402.3 | ) |
Year ended December 31, | Year ended December 31, | |||||||||||||||
Financial expense | 2020 | 2019 | 2021 | 2020 | ||||||||||||
$ in millions | $ in millions | |||||||||||||||
Expenses due to interest: | ||||||||||||||||
Loans with credit entities | $ | (246.7 | ) | $ | (259.4 | ) | ||||||||||
Other debts | (69.6 | ) | (89.3 | ) | ||||||||||||
Interest on loans and notes | $ | (302.5 | ) | $ | (316.2 | ) | ||||||||||
Interest rates losses derivatives: cash flow hedges | (62.1 | ) | (59.3 | ) | (58.7 | ) | (62.2 | ) | ||||||||
Total | $ | (378.4 | ) | $ | (408.0 | ) | $ | (361.3 | ) | $ | (378.4 | ) |
Year ended December 31, | Year ended December 31, | |||||||||||||||
Other financial income/(expense), net | 2020 | 2019 | 2021 | 2020 | ||||||||||||
$ in millions | $ in millions | |||||||||||||||
Other financial income | $ | 162.3 | $ | 14.2 | $ | 32.3 | $ | 162.3 | ||||||||
Other financial losses | (121.4 | ) | (15.3 | ) | ||||||||||||
Other financial expense | (16.6 | ) | (121.4 | ) | ||||||||||||
Total | $ | 40.9 | $ | (1.1 | ) | $ | 15.7 | $ | 40.9 |
For the year ended December 31, | ||||||||
2020 | 2019 | |||||||
$ in millions | ||||||||
Consolidated income before taxes | 41.8 | 105.6 | ||||||
Average statutory tax rate | 25 | % | 25 | % | ||||
Corporate income tax at average statutory tax rate | (10.4 | ) | (26.4 | ) | ||||
Income tax of associates, net | 0.1 | 1.8 | ||||||
Differences in statutory tax rates | (0.1 | ) | (7.1 | ) | ||||
Unrecognized NOLs and deferred tax assets | (37.1 | ) | (14.2 | ) | ||||
Purchase of Liberty´s equity interest in Solana | 36.4 | - | ||||||
Other Permanent Differences | (8.9 | ) | 11.2 | |||||
Other non-taxable income/(expense) | (4.7 | ) | 3.7 | |||||
Corporate income tax | (24.9 | ) | (31,0 | ) |
For the year ended December 31, | ||||||||
2021 | 2020 | |||||||
$ in millions | ||||||||
Consolidated income before taxes | 25.3 | 41.8 | ||||||
Average statutory tax rate | 25 | % | 25 | % | ||||
Corporate income tax at average statutory tax rate | (6.3 | ) | (10.4 | ) | ||||
Income tax of associates, net | 3.1 | 0.1 | ||||||
Differences in statutory tax rates | (3.4 | ) | (0.1 | ) | ||||
Unrecognized NOLs and deferred tax assets | (11.2 | ) | (37.1 | ) | ||||
Purchase of Liberty Interactive´s equity interest in Solana | - | 36.4 | ||||||
Other Permanent Differences | (4.1 | ) | (8.9 | ) | ||||
Other non-taxable income/(expense) | (14.3 | ) | (4.7 | ) | ||||
Corporate income tax | (36.2 | ) | (24.9 | ) |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||||||||||||||||||
Revenue by geography | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | ||||||||||||||||||||||||
North America | $ | 330.9 | 32.6 | % | $ | 333.0 | 32.9 | % | $ | 395.8 | 32.7 | % | $ | 330.9 | 32.6 | % | ||||||||||||||||
South America | 151.5 | 15.0 | % | 142.2 | 14.1 | % | 155.0 | 12.8 | % | 151.5 | 15.0 | % | ||||||||||||||||||||
EMEA | 530.9 | 52.4 | % | 536.3 | 53.0 | % | 660.9 | 54.5 | % | 530.9 | 52.4 | % | ||||||||||||||||||||
Total revenue | $ | 1,013.3 | 100.0 | % | $ | 1,011.5 | 100.0 | % | $ | 1,211.7 | 100.0 | % | $ | 1,013.3 | 100.0 | % |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||||||||||||||||||
Adjusted EBITDA by geography | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | ||||||||||||||||||||||||
North America | $ | 272.9 | 82.5 | % | $ | 305.1 | 91.6 | % | $ | 311.8 | 78.8 | % | $ | 279.4 | 84.4 | % | ||||||||||||||||
South America | 120.0 | 79.2 | % | 115.3 | 81.1 | % | 119.6 | 77.2 | % | 120.0 | 79.2 | % | ||||||||||||||||||||
EMEA | 388.7 | 73.1 | % | 390.8 | 72.9 | % | 393.0 | 59.5 | % | 396.7 | 74.7 | % | ||||||||||||||||||||
Adjusted EBITDA(1) | $ | 781.6 | 77.1 | % | $ | 811.2 | 80.2 | % | $ | 824.4 | 68.0 | % | $ | 796.1 | 78.6 | % |
Volume produced/availability | Volume produced/availability | |||||||||||||||
Year ended December 31, | Year ended December 31, | |||||||||||||||
Volume by geography | 2020 | 2019 | 2021 | 2020 | ||||||||||||
North America (GWh) (1) | 3,908 | 3,397 | 4,818 | 3,908 | ||||||||||||
North America availability(1) | 102.1 | % | 95.0 | % | 100.6 | % | 102.1 | % | ||||||||
South America (GWh) (2) | 667 | 516 | 722 | 667 | ||||||||||||
South America availability | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
EMEA (GWh) | 1,243 | 1,413 | 1,407 | 1,243 | ||||||||||||
EMEA availability | 100.1 | % | 101.2 | % | 97.9 | % | 100.1 | % |
(1) | GWh produced includes 30% of the production from Monterreyand our 49% of Vento II wind portfolio production since |
(2) | Includes curtailment production in wind assets for which we receive |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||||||||||||||||||
Revenue by business sector | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | ||||||||||||||||||||||||
Renewable energy | $ | 753.1 | 74.3 | % | $ | 761.1 | 75.2 | % | $ | 928.5 | 76.6 | % | $ | 753.1 | 74.3 | % | ||||||||||||||||
Efficient natural gas | 111.0 | 11.0 | % | 122.3 | 12.1 | % | ||||||||||||||||||||||||||
Electric transmission lines | 106.1 | 10.5 | % | 103.5 | 10.2 | % | ||||||||||||||||||||||||||
Efficient natural gas & Heat | 123.7 | 10.2 | % | 111.0 | 11.0 | % | ||||||||||||||||||||||||||
Transmission lines | 105.6 | 8.7 | % | 106.1 | 10.5 | % | ||||||||||||||||||||||||||
Water | 43.1 | 4.2 | % | 24.6 | 2.4 | % | 53.9 | 4.5 | % | 43.1 | 4.2 | % | ||||||||||||||||||||
Total revenue | $ | 1,013.3 | 100.0 | % | $ | 1,011.5 | 100.0 | % | $ | 1,211.7 | 100.0 | % | $ | 1,013.3 | 100.0 | % |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||||||||||||||||||
Adjusted EBITDA by business sector | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | $ in millions | % of revenue | ||||||||||||||||||||||||
Renewable energy | $ | 575.6 | 76.4 | % | $ | 603.7 | 79.3 | % | $ | 602.6 | 64.9 | % | $ | 576.3 | 76.5 | % | ||||||||||||||||
Efficient natural gas | 97.9 | 88.2 | % | 107.5 | 87.9 | % | ||||||||||||||||||||||||||
Electric transmission lines | 84.6 | 79.7 | % | 85.6 | 82.7 | % | ||||||||||||||||||||||||||
Efficient natural gas & Heat | 100.0 | 80.8 | % | 101.0 | 91.0 | % | ||||||||||||||||||||||||||
Transmission lines | 83.6 | 79.2 | % | 87.3 | 82.3 | % | ||||||||||||||||||||||||||
Water | 23.5 | 54.5 | % | 14.4 | 58.5 | % | 38.2 | 70.9 | % | 31.5 | 73.1 | % | ||||||||||||||||||||
Adjusted EBITDA(1) | $ | 781.6 | 77.1 | % | $ | 811.2 | 80.2 | % | $ | 824.4 | 68.0 | % | $ | 796.1 | 78.6 | % |
Volume produced/availability | Volume produced/availability | |||||||||||||||
Year ended December 31, | Year ended December 31, | |||||||||||||||
Volume by business sector | 2020 | 2019 | 2021 | 2020 | ||||||||||||
Renewable energy (GWh) (1) | 3,244 | 3,235 | 4,655 | 3,244 | ||||||||||||
Efficient natural gas Power (GWh) (2) | 2,574 | 2,090 | ||||||||||||||
Efficient natural gas Power availability(3) | 102.1 | % | 95.0 | % | ||||||||||||
Electric transmission availability | 100.0 | % | 100.0 | % | ||||||||||||
Efficient natural gas & Heat (GWh) (2) | 2,292 | 2,574 | ||||||||||||||
Efficient natural gas & Heat availability | 100.6 | % | 102.1 | % | ||||||||||||
Transmission availability | 100.0 | % | 100.0 | % | ||||||||||||
Water availability | 100.1 | % | 101.2 | % | 97.9 | % | 100.1 | % |
(1) | Includes curtailment production in wind assets for which we receive |
(2) |
Year ended December 31, | Year ended December 31, | |||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||
$ in millions | $ in millions | |||||||||||||||
Corporate Liquidity | ||||||||||||||||
Cash and cash equivalents at Atlantica Sustainable Infrastructure, plc, excluding subsidiaries | $ | 335.2 | $ | 66.0 | $ | 88.3 | $ | 335.2 | ||||||||
Revolving Credit Facility availability | 415.0 | 341.0 | 440.0 | 415.0 | ||||||||||||
Total Corporate Liquidity | $ | 750.2 | $ | 407.0 | $ | 528.3 | $ | 750.2 | ||||||||
Liquidity at project companies | ||||||||||||||||
Restricted Cash | 279.8 | 373.6 | 254.3 | 279.8 | ||||||||||||
Non-restricted cash | 253.5 | 157.9 | 280.1 | 253.5 | ||||||||||||
Total cash at project companies | $ | 533.3 | $ | 531.5 | $ | 534.4 | $ | 533.3 |
S&P | Fitch | |
Atlantica Sustainable Infrastructure Corporate Rating | ||
Senior Secured Debt | BBB- | BBB- |
Senior Unsecured Debt | BB | BB+ |
As of December 31, 2021 | As of December 31, 2020 | |||||||||||
Maturity | ($ in millions) | |||||||||||
Revolving Credit Facility | 2023 | - | - | |||||||||
Other Facilities(1) | 2021-2025 | 41.7 | 29.7 | |||||||||
Note Issuance Facility 2019(2) | - | - | 344.0 | |||||||||
Green Exchangeable Notes | 2025 | 104.3 | 102.1 | |||||||||
2020 Green Private Placement | 2026 | 327.1 | 351.0 | |||||||||
Note Issuance Facility 2020 | 2027 | 155.8 | 166.9 | |||||||||
Green Senior Notes | 2028 | 394.2 | - | |||||||||
Total Corporate Debt | $ | 1,023.1 | $ | 993.7 | ||||||||
Total Project Debt | $ | 5,036.2 | $ | 5,237.6 |
Year ended December 31, | ||||||||||||
2020 | 2019 | |||||||||||
Maturity | ($ in millions) | |||||||||||
Revolving Credit Facility | 2022 | - | 81.9 | |||||||||
Other Facilities | 2021-2025 | $ | 29.7 | $ | 38.0 | |||||||
2019 Note Issuance Facility | 2025 | 344.0 | 301.6 | |||||||||
Green Exchangeable Bond | 2025 | 102.1 | - | |||||||||
Green Senior Secured Notes | 2026 | 351.0 | - | |||||||||
2020 Note Issuance Facility | 2027 | 166.9 | - | |||||||||
2017 Note Issuance Facility | Repaid in April 2020 | - | 302.3 | |||||||||
Total Corporate Debt | $ | 993.7 | $ | 723.8 | ||||||||
Total Project Debt | $ | 5,237.6 | $ | 4,852.3 |
(1) | Other facilities include the commercial paper program issued in October 2020, accrued interest payable and other debts. |
(2) | The Note Issuance Facility 2019 was fully prepaid on June 4, 2021 with the proceeds of the Green Senior Notes. |
A) | Corporate debt agreements |
A) | Debt |
Repayment schedule by geography | Total | 2021 | 2022 | 2023 | 2024 | 2025 | Subsequent years | |||||||||||||||||||||
$ in millions | ||||||||||||||||||||||||||||
North America | $ | 1,623.3 | 80.1 | 90.9 | 97.5 | 98.7 | 107.2 | 1,148.9 | ||||||||||||||||||||
South America | 902.5 | 40.1 | 33.8 | 37.1 | 40.4 | 43.1 | 708.0 | |||||||||||||||||||||
EMEA | 2,711.8 | 192.2 | 203.6 | 221.2 | 232.4 | 358.5 | (1) | 1,503.8 | ||||||||||||||||||||
Total project debt | $ | 5,237.6 | 312.4 | 328.4 | 355.8 | 371.5 | 508.8 | 3,360.7 | ||||||||||||||||||||
Corporate debt | $ | 993.7 | 23.6 | 0.0 | 2.0 | 2.0 | 448.1 | 517.9 | ||||||||||||||||||||
Total | $ | 6,231.3 | 336.0 | 328.4 | 357.8 | 373.5 | 956.9 | 3,878.6 |
Total | 2022 | 2023 | 2024 | 2025 | 2026 | Subsequent years | ||||||||||||||||||||||
$ in millions | ||||||||||||||||||||||||||||
Solana | 585.0 | 20.7 | 21.8 | 24.2 | 26.8 | 29.5 | 461.8 | |||||||||||||||||||||
Mojave | 514.7 | 35.3 | 35.7 | 36.9 | 38.1 | 39.4 | 329.4 | |||||||||||||||||||||
Coso | 214.4 | 15.4 | 14.1 | 14.6 | 14.2 | 14.7 | 141.3 | |||||||||||||||||||||
ACT | 478.7 | 38.3 | 40.0 | 37.6 | 42.3 | 54.6 | 266.1 | |||||||||||||||||||||
North America | 1,792.7 | 109.7 | 111.6 | 113.3 | 121.4 | 138.2 | 1,198.6 | |||||||||||||||||||||
Chile PV 1 | 51.0 | 1.6 | 0.9 | 1.1 | 1.1 | 1.2 | 45.1 | |||||||||||||||||||||
Chile PV 2 | 25.6 | 0.8 | 0.9 | 1.0 | 1.7 | 2.9 | 18.5 | |||||||||||||||||||||
Palmatir | 77.3 | 6.5 | 6.1 | 6.2 | 6.6 | 7.0 | 44.9 | |||||||||||||||||||||
Cadonal | 60.4 | 3.8 | 3.5 | 3.7 | 3.9 | 4.3 | 41.2 | |||||||||||||||||||||
Melowind | 70.9 | 2.5 | 2.8 | 4.8 | 5.0 | 5.1 | 50.7 | |||||||||||||||||||||
ATN | 92.4 | 5.4 | 5.7 | 6.0 | 6.4 | 6.8 | 62.0 | |||||||||||||||||||||
ATS | 397.2 | 11.4 | 7.9 | 7.4 | 8.3 | 9.5 | 352.8 | |||||||||||||||||||||
ATN 2 | 49.8 | 4.7 | 4.8 | 5.0 | 5.1 | 5.3 | 24.9 | |||||||||||||||||||||
Quadra 1&2 and Palmucho | 62.8 | 4.5 | 4.9 | 5.4 | 5.9 | 6.5 | 35.5 | |||||||||||||||||||||
South America | 887.5 | 41.3 | 37.4 | 40.6 | 44.0 | 48.6 | 675.6 | |||||||||||||||||||||
Solaben 2&3(1) | 382.8 | 33.5 | 32.8 | 34.4 | 146.1 | 30.4 | 105.5 | |||||||||||||||||||||
Solacor 1&2 | 233.9 | 23.9 | 24.4 | 27.3 | 29.3 | 31.0 | 98.0 | |||||||||||||||||||||
PS 20 | 56.1 | 5.8 | 6.0 | 6.3 | 6.7 | 7.1 | 24.2 | |||||||||||||||||||||
Helios 1&2 | 327.3 | 19.7 | 21.7 | 22.6 | 23.0 | 22.5 | 217.9 | |||||||||||||||||||||
Helioenergy 1&2 | 272.9 | 17.4 | 18.5 | 19.9 | 21.1 | 20.0 | 176.1 | |||||||||||||||||||||
Solnova 1,3&4 | 435.2 | 45.6 | 45.1 | 48.0 | 50.7 | 53.6 | 192.2 | |||||||||||||||||||||
Solaben 1&6 | 213.7 | 14.3 | 14.8 | 14.8 | 15.7 | 16.3 | 137.8 | |||||||||||||||||||||
Rioglass | 19.0 | 9.9 | 3.6 | 1.9 | 2.0 | 1.2 | 0.3 | |||||||||||||||||||||
Italy PV 1&3 | 2.8 | 0.5 | 0.6 | 0.6 | 0.6 | 0.3 | 0.3 | |||||||||||||||||||||
Kaxu | 314.5 | 1.4 | 27.0 | 29.4 | 29.9 | 33.7 | 193.1 | |||||||||||||||||||||
Skikda | 12.0 | 4.7 | 4.8 | 2.5 | 0.0 | 0.0 | 0.0 | |||||||||||||||||||||
Tenes | 85.9 | 7.7 | 7.7 | 8.0 | 8.3 | 8.6 | 45.6 | |||||||||||||||||||||
EMEA | 2,356.0 | 184.4 | 207.0 | 215.6 | 333.3 | 224.8 | 1,190.9 | |||||||||||||||||||||
Total project debt | $ | 5,036.2 | 335.4 | 356.0 | 369.5 | 498.7 | 411.5 | 3,065.1 | ||||||||||||||||||||
Corporate debt | $ | 1,023.1 | 27.9 | 10.1 | 1.9 | 106.2 | 327.1 | 550.0 | ||||||||||||||||||||
Total | $ | 6,059.3 | 363.3 | 366.1 | 371.4 | 604.9 | 738.6 | 3,615.1 |
(1) | Includes the outstanding amount of the Green Project Finance from the sub-holding company of Solaben 1 & 6 and Solaben 2 & 3. This facility is 25% progressively amortized over its 5-year term and the remaining 75% is expected to be refinanced before maturity. |
Repayment schedule by business sector | Total | 2021 | 2022 | 2023 | 2024 | 2025 | Subsequent years | |||||||||||||||||||||
$ in millions | ||||||||||||||||||||||||||||
Renewable energy | $ | 3,992.5 | 241.2 | 257.5 | 279.2 | 298.8 | 431.8 | (1) | 2,484.1 | |||||||||||||||||||
Efficient natural gas | 504.3 | 32.9 | 36.9 | 39.9 | 37.6 | 42.3 | 314.7 | |||||||||||||||||||||
Electric transmission | 625.2 | 25.6 | 21.3 | 23.5 | 24.1 | 26.1 | 504.6 | |||||||||||||||||||||
Water | 115.6 | 12.7 | 12.7 | 13.2 | 11.0 | 8.7 | 57.3 | |||||||||||||||||||||
Total project debt | $ | 5,237.6 | 312.4 | 328.4 | 355.8 | 371.5 | 508.8 | 3,360.7 | ||||||||||||||||||||
Corporate debt | $ | 993.7 | 23.6 | 0.0 | 2.0 | 2.0 | 448.1 | 517.9 | ||||||||||||||||||||
Total | $ | 6,231.3 | 336.0 | 328.4 | 357.8 | 373.5 | 956.9 | 3,878.6 |
B) | Contractual obligations |
Total | Up to one year | Between one and three years | Between three and five years | Subsequent years | ||||||||||||||||
$ in millions | ||||||||||||||||||||
Purchase commitments | 1,709.7 | 93.8 | 160.2 | 172.8 | 1,282.9 | |||||||||||||||
Accrued interest estimate during the useful life of loans | 2,309.6 | 286.7 | 541.6 | 468.1 | 1,013.2 |
Total | Up to one year | Between one and three years | Between three and five years | Subsequent years | ||||||||||||||||
$ in millions | ||||||||||||||||||||
Purchase commitments | 1,570.8 | 79.2 | 191.2 | 159.3 | 1,141.1 | |||||||||||||||
Accrued interest estimate during the useful life of loans | 2,029.4 | 267.6 | 497.6 | 427.2 | 837.0 |
B) | Cash dividends to investors |
Declared | Record Date | Payment Date | $ per share | |||||
February 26, | ||||||||
March 12, 2021 | March 22, 2021 | 0.42 | ||||||
May 4, 2021 | May 31, 2021 | June 15, 2021 | 0.43 | |||||
July 30, 2021 | August 31, 2021 | September 15, 2021 | 0.43 | |||||
November 9, 2021 | November 30, 2021 | December 15, 2021 | 0.435 | |||||
February 25, 2022 | March 14, 2022 | March 25, 2022 | 0.44 |
D) | Investments and Acquisitions |
E) | Capital Expenditures |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | 2019 | |||||||||||||||||||
$ in millions | $ in millions | |||||||||||||||||||||||
Gross cash flows from operating activities | ||||||||||||||||||||||||
Profit/(loss) for the year | $ | 16.9 | $ | 74.6 | $ | 55.3 | $ | (10.9 | ) | $ | 16.9 | $ | 74.6 | |||||||||||
Adjustments to reconcile after-tax profit to net cash generated by operating activities | 741.8 | 701.9 | 697.6 | 861.9 | 719.5 | 713.5 | ||||||||||||||||||
Profit for the year adjusted by non-monetary items | $ | 758.7 | $ | 776.5 | $ | 752.9 | $ | 851.0 | $ | 736.4 | $ | 788.1 | ||||||||||||
Net interest/taxes paid | (287.3 | ) | (299.5 | ) | (333.5 | ) | (342.3 | ) | (287.3 | ) | (299.5 | ) | ||||||||||||
Variations in working capital | (33.2 | ) | (113.4 | ) | (18.4 | ) | (3.1 | ) | (10.9 | ) | (125.0 | ) | ||||||||||||
Total net cash flow provided by/ (used in) operating activities | $ | 438.2 | $ | 363.6 | $ | 401.0 | $ | 505.6 | $ | 438.2 | $ | 363.6 | ||||||||||||
Net cash flows from investing activities | ||||||||||||||||||||||||
Acquisitions of subsidiaries and entities under equity method | 2.5 | (173.4 | ) | (70.6 | ) | (362.4 | ) | 2.5 | (173.4 | ) | ||||||||||||||
Investments in contracted concessional assets(1) | (1.4 | ) | 22.0 | 68.0 | (24.7 | ) | (1.4 | ) | 22.0 | |||||||||||||||
Distributions from entities under the equity method | 22.2 | 30.5 | 4.4 | 34.8 | 22.2 | 30.5 | ||||||||||||||||||
Other non-current assets/liabilities | (29.2 | ) | 2.7 | (16.7 | ) | 1.1 | (29.2 | ) | 2.7 | |||||||||||||||
Total net cash flows (used in)/ provided by investing activities | $ | (5.9 | ) | $ | (118.2 | ) | $ | (14.9 | ) | $ | (351.2 | ) | $ | (5.9 | ) | $ | (118.2 | ) | ||||||
Net cash flows used in financing activities | $ | (137.3 | ) | $ | (310.2 | ) | $ | (405.2 | ) | $ | (380.1 | ) | $ | (137.3 | ) | $ | (310.2 | ) | ||||||
Net increase / (decrease) in cash and cash equivalents | 295.0 | (64.8 | ) | (19.1 | ) | (225.7 | ) | 295.0 | (64.8 | ) | ||||||||||||||
Cash, cash equivalents and bank overdraft at beginning of the year | 562.8 | 631.5 | 669.4 | 868.5 | 562.8 | 631.5 | ||||||||||||||||||
Translation differences cash or cash equivalents | 10.7 | (3.9 | ) | (18.8 | ) | (20.1 | ) | 10.7 | (3.9 | ) | ||||||||||||||
Cash and cash equivalents at the end of the period | $ | 868.5 | $ | 562.8 | $ | 631.5 | $ | 622.7 | $ | 868.5 | $ | 562.8 |
E. | Critical Accounting Estimates |
- | Assessment of Contracted concessional |
- | Impairment of intangible assets and property, plants and equipment; |
- | Assessment of control; |
- | Derivative financial instruments and fair value estimates; and |
- | Income taxes and recoverable amount of deferred tax assets. |
a) | Intangible |
b) | Financial |
- | the Probability of Default (“PD”) is an estimate of the likelihood of default over a given time horizon. We calculate PD based on Credit Default Swaps |
- | the Exposure at Default (“EAD”) is an estimate of the exposure at a future default date; |
- | the Loss Given Default |
c) | Property, plant and equipment |
d) | Right-of-use assets |
e) | Revenue Recognition |
- | 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 we actually hedge and the quantity of the hedging instrument that we use to hedge that quantity of hedged item. |
- | There are sufficient taxable temporary differences relating to the same tax authority, and the same taxable entity is expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. |
- | It is probable that the taxable entity will have sufficient taxable profit, relating to the same tax authority and the same taxable entity, in the same period as the reversal of the deductible temporary difference (or in the periods into which a tax loss arising from the deferred tax asset can be carried back or forward). |
- | Tax planning opportunities are available to the entity that will create taxable profit in appropriate periods. |
F. | Off-Balance Sheet Arrangements |
G. |
ITEM 6. |
Name | Position | Year of birth | ||
William Aziz | Director, Independent | 1956 | ||
Arun Banskota | Director | 1961 | ||
Brenda Eprile | Director, Independent | 1954 | ||
Debora Del Favero | Director, Independent | 1964 | ||
Michael Forsayeth | Director, Independent | 1954 | ||
Santiago Seage | Chief Executive Officer and Director | 1969 | ||
George Trisic | Director | 1960 | ||
Michael Woollcombe | Director and Chair of the Board, | 1968 |
Board Diversity Matrix as of December 31, 2021 | ||||||||
Total Number of Directors | 8 | |||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||
Part I: Gender Identity | ||||||||
Directors | 2 | 6 | - | - | ||||
Part II: Demographic Background | ||||||||
African American or Black | - | - | - | - | ||||
Alaskan Native or Native American | - | - | - | - | ||||
Asian1 | - | 1 | - | - | ||||
Hispanic or Latinx2 | - | 1 | - | - | ||||
Native Hawaiian or Pacific Islander | - | - | - | - | ||||
White3 | 2 | 4 | - | - | ||||
Two or More Races or Ethnicities | - | - | - | - | ||||
LGBTQ+ | - | |||||||
Did Not Disclose Demographic Background | - |
(1) | Asian – A person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian subcontinent, including, for example, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, the Philippine Islands, Thailand, and Vietnam. |
(2) | Hispanic or Latinx – A person of Cuban, Mexican, Puerto Rican, South or Central American, or other Spanish culture or origin, regardless of race. The term Latinx applies broadly to all gendered and gender-neutral forms that may be used by individuals of Latin American heritage, including individuals who self-identify as Latino/a/e. |
(3) | White (not of Hispanic or Latinx origin) – A person having origins in any of the original peoples of Europe, the Middle East, or North Africa. |
Name | Position | Year of birth | ||
David Esteban | Vice President EMEA | 1979 | ||
Emiliano Garcia | Vice President North America | 1968 | ||
Irene M. Hernandez | General Counsel and Chief of Compliance | 1980 | ||
Francisco Martinez-Davis | Chief Financial Officer | 1963 | ||
Antonio Merino | Vice President South America | 1967 | ||
Stevens C. Moore | Vice President Strategy and Corporate Development | 1973 | ||
Santiago Seage | Chief Executive Officer and Director | 1969 |
$ in thousand | 2020 | From April 2019 to December 2019 | From January 2019 to March 2019 | |||||||||||||||||
In thousands of U.S. Dollars | 2021 | 2020 | ||||||||||||||||||
Annual Director Retainer | ||||||||||||||||||||
Non-Executive Director | 150.0 | 150.0 | 134.0 | 150.0 | 150.0 | |||||||||||||||
Annual Committee Chair Retainer | ||||||||||||||||||||
Chair of the Board | 75.0 | 75.0 | 61.0 | 75.0 | 75.0 | |||||||||||||||
Chair of the Audit Committee | 15.0 | 15.0 | 15.0 | 15.0 | 15.0 | |||||||||||||||
Chair of the Nominating and Corporate Governance Committee | 10.0 | 10.0 | 10.0 | 10.0 | 10.0 | |||||||||||||||
Chair of the Compensation Committee | 10.0 | 10.0 | 10.0 | 10.0 | 10.0 |
Salary and Fees | Annual Bonuses | LTIP1 | Total Fixed Remuneration | Total Variable remuneration | Total | |||||||||||||||||||||||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||
(in thousands of U.S. dollars) | ||||||||||||||||||||||||||||||||||||||||||||||||
William Aziz2 | 106.7 | - | - | - | - | - | 106.7 | - | - | - | 106.7 | - | ||||||||||||||||||||||||||||||||||||
Debora Del Favero2 | 106.7 | - | - | - | - | - | 106.7 | - | - | - | 106.7 | - | ||||||||||||||||||||||||||||||||||||
Brenda Eprile2 | 110.0 | - | - | - | - | - | 110.0 | - | - | - | 110.0 | - | ||||||||||||||||||||||||||||||||||||
Michael Forsayeth2 | 100.0 | - | - | - | - | - | 100.0 | - | - | - | 100.0 | - | ||||||||||||||||||||||||||||||||||||
Santiago Seage3 | 756.8 | 727.7 | 996.4 | 957.7 | 770.9 | - | 756.8 | 727.7 | 1,767.3 | 957.7 | 2,524.1 | 1,685.4 | ||||||||||||||||||||||||||||||||||||
Michael Woollcombe2 | 150.0 | - | - | - | - | - | 150.0 | - | - | - | 150.0 | - | ||||||||||||||||||||||||||||||||||||
Andrea Brentan4 | 56.3 | 146.0 | - | - | - | - | 56.3 | 146.0 | - | - | 56.3 | 146.0 | ||||||||||||||||||||||||||||||||||||
Robert Dove4 | 60.0 | 155.9 | - | - | - | - | 60.0 | 155.9 | - | - | 60.0 | 155.9 | ||||||||||||||||||||||||||||||||||||
Francisco J. Martinez4 | 61.9 | 161.0 | - | - | - | - | 61.9 | 161.0 | - | - | 61.9 | 161.0 | ||||||||||||||||||||||||||||||||||||
Jackson Robinson4 | 60.0 | 155.9 | - | - | - | - | 60.0 | 155.9 | - | - | 60.0 | 155.9 | ||||||||||||||||||||||||||||||||||||
Daniel Villalba4 | 84.4 | 217.5 | - | - | - | - | 84.4 | 217.5 | - | - | 84.4 | 217.5 | ||||||||||||||||||||||||||||||||||||
Total | 1,652.8 | 1,564.0 | 996.4 | 957.7 | 770.9 | - | 1,652.8 | 1,564.0 | 1,767.3 | 957.7 | 3,420.1 | 2,521.7 |
Salary and Fees | Annual Bonuses | LTIP2 | Total Fixed Remuneration | Total Variable remuneration | Total | |||||||||||||||||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||||
Name1 | (in thousands of U.S. dollars) | |||||||||||||||||||||||||||||||||||||||||||||||
William Aziz 3 | 160.0 | 106.7 | - | - | - | - | 160.0 | 106.7 | - | - | 160.0 | 106.7 | ||||||||||||||||||||||||||||||||||||
Debora Del Favero3 | 160.0 | 106.7 | - | - | - | - | 160.0 | 106.7 | - | - | 160.0 | 106.7 | ||||||||||||||||||||||||||||||||||||
Brenda Eprile3 | 165.0 | 110.0 | - | - | - | - | 165.0 | 110.0 | - | - | 165.0 | 110.0 | ||||||||||||||||||||||||||||||||||||
Michael Forsayeth3 | 150.0 | 100.0 | - | - | - | - | 150.0 | 100.0 | - | - | 150.0 | 100.0 | ||||||||||||||||||||||||||||||||||||
Santiago Seage 4 | 816.6 | 756.8 | 1,056.3 | 996.4 | 1,879.8 | 770.9 | 816.6 | 756.8 | 2,936.1 | 1,767.3 | 3,752.7 | 2,524.1 | ||||||||||||||||||||||||||||||||||||
Michael Woollcombe3 | 225.0 | 150.0 | - | - | - | - | 225.0 | 150.0 | - | - | 225.0 | 150.0 | ||||||||||||||||||||||||||||||||||||
Andrea Brentan5 | - | 56.3 | - | - | - | - | - | 56.3 | - | - | - | 56.3 | ||||||||||||||||||||||||||||||||||||
Robert Dove5 | - | 60.0 | - | - | - | - | - | 60.0 | - | - | - | 60.0 | ||||||||||||||||||||||||||||||||||||
Francisco J. Martinez5 | - | 61.9 | - | - | 61.9 | 61.9 | ||||||||||||||||||||||||||||||||||||||||||
Jackson Robinson5 | - | 60.0 | - | - | 60.0 | 60.0 | ||||||||||||||||||||||||||||||||||||||||||
Daniel Villalba5 | - | 84.4. | - | - | 84.4 | 84.4 | ||||||||||||||||||||||||||||||||||||||||||
Total | 1,676.6 | 1,652.8 | 1,056.3 | 996.4 | 1,879.8 | 770.9 | 1,676.6 | 1,652.8 | 2,936.1 | 1,767.3 | 4,612.7 | 3,420.1 |
(1) | All directors served only part of 2020 (see Directors’ Report), except for Santiago Seage. |
(2) | Long-term Incentive Awards includes Long-term Incentive Plan (LTIP) and |
(3) | Mr. |
(4) | The 2020. |
(5) | Mr. |
One-Off Plan | One-Off Plan Vesting | One-Third of Restricted Stock Units (RSUs) | Price on Vesting Date (US$) | Remuneration in Cash ($ thousand)* | RSUs Value at Vesting Date ($ thousand)* | ||||||||||||
2019 | June 2021 | 14,535 | 36.50 | - | 578.8 | ||||||||||||
June 2020 | 14,535 | 27.97 | 430.3 | - |
One-Third of Restricted Stock Units (RSUs) | Price on Vesting Date | Total Cash Payment ($ thousand) | ||||
One-Off Plan | 14,535 | $ | 27.97 | 430.3 |
LTIP | LTIP Vesting | One-Third of Share Options | Share Price on Vesting Date (US$) | LTIP Vesting Price per Option (US$) | Share Options Value at Vesting Date (thousand US$)* | ||||||||||||
2020 | 2021 | 34,494 | 44.17 | 26.39 | 613.3 | ||||||||||||
2019 | 2021 | 40,693 | 36.50 | 19.60 | 687.7 | ||||||||||||
2020 | 40,693 | 27.97 | 19.60 | 340.6 |
LTIP | One- Third of Share Options | Price on Vesting Date | LTIP Exercise Price per Option | Amount Vested ($ thousand) | |||||||||||
2019 | 40,693 | $ | 27.97 | $ | 19,60 | 340.7 |
Percentage weight | Achievement | |
CAFD (cash available for distribution) – Equal or higher than the CAFD budgeted in the 2021 budget | 40% | 99% |
EBITDA– Equal or Higher than the EBITDA budgeted in the 2021 budget | 15% | 99% |
Close accretive acquisitions for the Company | 20% | 120% |
Achieve health and safety targets – (Frequency with Leave / Lost Time Index below 3.5 and General frequency index below 11.0) based on reliable targets and consistent measure metrics | 10% | 116% |
Implement the succession plan | 15% | 100% |
Percentage weight | Achievement | |
CAFD (cash available for distribution) – Equal or higher than the CAFD budgeted in the 2020 budget | 40% | 96% |
EBITDA– Equal or Higher than the EBITDA budgeted in the 2020 budget | 15% | 102% |
Close accretive acquisitions for the Company | 20% | 110% |
Achieve health and safety targets - (Frequency with Leave / Lost Time Index below 3.5 and General Frequency Index below 11.0) based on reliable targets and consistent measure metrics | 10% | 110.03% |
Implement the succession plan | 15% | 100% |
LTIP | Number of Restricted Stock Units | Number of Share Options | Face Value(*) ($ thousand) | Performance Criteria | |||||
2020 | 33,641 | 103,842 | $ | 1,180 | RSU: 5% minimum Total Shareholder Return Performance Stock Unit Share Options: Time-Based Vesting |
Bonus | LTIP awards(1) | |||||||||||||||||||
(In thousands of U.S. Dollars) | ||||||||||||||||||||
Year | Total Pay | Percentage of target | Amount of Bonus(3) | Percentage of maximum | Value | |||||||||||||||
2020 | 2,524.1 | 102.7 | % | 996.4 | 100 | % | 770.9 | |||||||||||||
2019 | 1,685.4 | 100.7 | % | 957.7 | - | - | ||||||||||||||
2018 | 2,511.1 | 101.8 | % | 992.2 | 21.95 | % | 751.1 | |||||||||||||
2017 | 1,602.0 | 96.25 | % | 924.2 | - | - | ||||||||||||||
2016 | 1,499.4 | 100 | % | 940.5 | - | - | ||||||||||||||
2015 | 1,597.6 | (2) | - | - | - | - | ||||||||||||||
2014 | 174.1 | - | - | - | - |
2020 | ||||||||||||
Name | Salary | Bonus | Long-Term Incentive Awards(1) | |||||||||
Independent, non-executive directors | ||||||||||||
William Aziz(2) | n/a | n/a | n/a | |||||||||
Debora Del Favero(2) | n/a | n/a | n/a | |||||||||
Brenda Eprile(2) | n/a | n/a | n/a | |||||||||
Michael Forsayeth(2) | n/a | n/a | n/a | |||||||||
Michael Woollcombe(2) | n/a | n/a | n/a | |||||||||
Andrea Brentan(3) | 3 | % | n/a | n/a | ||||||||
Robert Dove(3) | 3 | % | n/a | n/a | ||||||||
Francisco J. Martinez(3) | 3 | % | n/a | n/a | ||||||||
Jackson Robinson(3) | 3 | % | n/a | n/a | ||||||||
Daniel Villalba(3) | 3 | % | n/a | n/a | ||||||||
Executive director | ||||||||||||
Santiago Seage (CEO) | 2 | %(5) | 2 | %(5) | n/a | (6) | ||||||
Employees (excluding CEO) (4) | 5 | % | 8 | % | n/a | (6) |
$ in million | Amount in 2020 | Amount in 2019 | Difference | |||||||||
Spend on pay for all employees(*) | 54.5 | 32.2 | 22.3 | |||||||||
Total remuneration of Directors | 3.4 | 2.5 | 0.9 | |||||||||
Dividends paid | 168.8 | 159.0 | 9.8 |
Total Remuneration in Cash and/or Deferred Restricted Stock Units (DRSU) | ||||||||||||||||
Name | Total Remuneration ($ thousand) | Remuneration in cash ($ thousand) | DRSUs ($ thousand) | Number of DRSUs (#)2 | ||||||||||||
William Aziz | 160.0 | 160.0 | - | - | ||||||||||||
Debora Del Favero1 | 160.0 | 128.5 | 31.5 | 878 | ||||||||||||
Brenda Eprile | 165.0 | 165.0 | - | - | ||||||||||||
Michael Forsayeth1 | 150.0 | 100.8 | 49.2 | 1,372 | ||||||||||||
Michael Woollcombe1 | 225.0 | 77.5 | 147.5 | 4,117 | ||||||||||||
Total | 860.0 | 631.9 | 228.1 | 6,367 |
(1) | Following the Annual General Meeting held in May 2021, the Company determined, and Ms. Del Favero, Mr. Forsayeth, and Mr. Woollcombe agreed that, 30%, 50% and 100% respectively of their annual fee payable to the director by the Company for the period starting on May 31, 2021 shall be irrevocably substituted for the grant of Restricted Stock Units. |
(2) | The number of DRSUs is determined by dividing the amount of the annual compensation to be received in DRSUs by the market value of an ordinary shares at the time of grant. |
LTIP | Number of Restricted Stock Units | Number of Share Options | FaceValue ($ thousand) | Performance Criteria | |||||||||
2021 | 25,716 | 74,843 | $ | 1,302 | RSU: 5% minimum Total Shareholder Return Performance Stock Unit Share Options: Time-Based Vesting |
Year | Bonus | LTIP awards(3) | ||||||||||||||||||
(In thousands of U.S. Dollars) | ||||||||||||||||||||
Total Pay(1) | Percentage of target | Amount of Bonus(2) | Percentage of maximum | Value | ||||||||||||||||
2021 | 3,752.7 | 105.0 | % | 1,056.3 | 100 | % | 1,879.8 | |||||||||||||
2020 | 2,524.1 | 102.7 | % | 996.4 | 100 | % | 770.9 | |||||||||||||
2019 | 1,685.4 | 100.7 | % | 957.7 | - | - | ||||||||||||||
2018 | 2,511.1 | 101.8 | % | 992.2 | 21.95 | % | 751.1 | |||||||||||||
2017 | 1,602.0 | 96.25 | % | 924.2 | - | - | ||||||||||||||
2016 | 1,499.4 | 100 | % | 940.5 | - | - | ||||||||||||||
2015 | 1,597.6 | (4) | - | - | - | - | ||||||||||||||
2014 | 174.1 | - | - | - | - |
(1) |
(2) | Amount of bonus accrued by the Company at year-end and paid the next year. For example: In 2020, the Company accrued $996.4 thousand of the bonus paid to the CEO in 2021. |
(3) | Long-Term Incentive Awards includes LTIP and One-Off Plan vested in the year |
(4) | Includes a €1,189.5 thousand (approximately $1,319.6 thousand) termination payment received by Mr. Garoz after leaving the Company on November 25, 2015. |
2021 (% Change from 2020 to 2021) | 2020 (% Change from 2019 to 2020) | |||||||||||||||||||||||
Name | Salary | Bonus | Long-Term Incentive Awards(1) | Salary | Bonus | Long-Term Incentive Awards(1) | ||||||||||||||||||
Independent, non-executive directors | ||||||||||||||||||||||||
William Aziz(2) | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||
Debora Del Favero(2) | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||
Brenda Eprile(2) | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||
Michael Forsayeth(2) | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||
Michael Woollcombe(2) | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||
Andrea Brentan(3) | n/a | n/a | n/a | 3 | % | n/a | n/a | |||||||||||||||||
Robert Dove(3) | n/a | n/a | n/a | 3 | % | n/a | n/a | |||||||||||||||||
Francisco J. Martinez(3) | n/a | n/a | n/a | 3 | % | n/a | n/a | |||||||||||||||||
Jackson Robinson(3) | n/a | n/a | n/a | 3 | % | n/a | n/a | |||||||||||||||||
Daniel Villalba(3) | n/a | n/a | n/a | 3 | % | n/a | n/a | |||||||||||||||||
Executive director | ||||||||||||||||||||||||
Santiago Seage (CEO) | 4 | %5 | 2 | % | 144 | %7 | 2 | %(5) | 2 | % | n/a | (6) | ||||||||||||
Employees (excluding CEO) (4) | 4 | % | 8 | % | 163 | %7 | 5 | % | 8 | % | n/a | (6) |
(1) | Long-term Incentive Awards includes Long-term Incentive Plan (LTIP) and One-Off Plan. |
(2) | Mr. Aziz, Mrs. Del Favero, Mrs. Eprile, Mr. Forsayeth and Mr. Woollcombe joined the Board of Directors on May 5, 2020 as independent non-executive Directors. |
(3) | Mr. Villalba, Mr. Dove, Mr. Martinez and Mr. Robinson were directors until May 5, 2020, and were Chair of the Board of Directors, Chair of the Nominating and Corporate Governance Committee, Chair of the Audit Committee, and Chair of the Compensation Committee, respectively, until such date. Their percentage of salary change was calculated on a full-time equivalent basis for 2020, hence based on their total remuneration received in 2019 compared to their 2020 entitled compensation as shown in the Compensation of the Board of Directors and CEO section above. Mr. Andrea Brentan was a director until May 5, 2020. |
(4) | The salary and bonus percentage change for employees (excluding the CEO) has been calculated considering the same average number of employees and the same average exchange rate in both 2021 and 2020. This is the most appropriate methodology to reflect how much the salary and potential bonus changed on a year-to-year basis as it excludes the effect of employee hires and turnover. |
(5) | The Compensation Committee approved a (i) fixed remuneration of €690 thousand ($817 thousand) for the CEO for 2021 compared to €663 thousand ($757 thousand) for 2020, representing a 4% increase in euros on a year-to-year basis, and (ii) variable remuneration of €793 thousand ($1,056 thousand) for 2021 compared to €873 thousand ($996 thousand) for 2020, representing a 2% increase in euros on a year-to-year basis. |
(6) |
(7) | In 2021, the long-term incentive awards increase for the CEO and the rest of the employees is driven by the (i) vesting of one-third of his share options awarded in 2020 under the LTIP, and (ii) increase of Atlantica’s share price that resulted in higher LTIP and One-off plan amounts at vesting date. |
$ in million | Amount in 2021 | Amount in 2020 | Difference | ||||||
Spend on pay for all employees(*) | 78.8 | 54.5 | 24.3 | ||||||
Total remuneration of directors | 4.6 | 3.4 | 1.2 | ||||||
Total Remuneration of employees and directors | 83.4 | 57.9 | 25.5 | ||||||
Dividends paid | 190.4 | 168.8 | 21.6 |
Percentage weight | |
CAFD (cash available for distribution) – Equal or higher than the CAFD budgeted in the 2022 budget | 35% |
EBITDA– Equal or Higher than the EBITDA budgeted in the 2022 budget | 15% |
Close sustainable value accretive investments | 15% |
Achieve health and safety targets – (Frequency with Leave / Lost Time Index below 3.9 and General frequency index below 10.1) based on reliable targets and consistent measure metrics | 10% |
Manage relationships with key shareholders and partners | 10% |
Continued executive talent development | 10% |
Disclosure best standards | 5% |
Name of Component | Description of Component | How Does This Component Support the Company’s (or Group’s) Short and Long-Term Objectives? | What is the Maximum That May Be Paid in Respect of The Component? | Framework Used to Assess Performance |
Salary/fees | Fixed remuneration payable monthly. | Helps to recruit and retain executive directors and forms the basis of a competitive remuneration package. | Maximum amount €800 thousand (approximately $910 thousand), may be increased by 5% per year. Salary levels for peers are considered. | Not applicable. No retention or clawback. |
Benefits | Opportunity to join existing plans for employees but without any increase in remuneration. | |||
Annual Bonus | Annual bonus is paid following the end of the financial year for performance over the year. There are no retention or forfeiture provisions. | Helps to offer a competitive remuneration package and align it with the company’s objectives. | 200% of base salary. | 40%-50% of CAFD. 10%-15% of EBITDA. 40%-50% of other operational or qualitative objectives. No retention. Clawback policy. |
Long Term Incentive Awards | Restricted Stock Units subject to certain vesting periods and minimum TSR. | Align executive directors and shareholders interests. | 70% of target annual salary + bonus. | Granted as Restricted Stock Units subject to 5% average annual TSR. If the TSR performance condition has not been met during the vesting period, the participant’s Restricted Stock Units will lapse on the vesting date. |
Special one-off plan in 2019 for 50% of 2019 salary + bonus. | Share units. Clawback policy. |
Restricted Stock Units | |||||
Executives who are not Directors | Executives who are Directors | ||||
Nature | Conditions shall be based on: - Continuing employment (or other service relationship) for 33% of the award and - Continuing employment and achievement of a minimum 5% average annual TSR for 67% of the award. | Conditions shall be based on continuing employment (or other service relationship) and achievement of a minimum 5% average annual TSR. | |||
Exercisability and Vesting Period | 33% of the shares will vest on the third anniversary of the grant date and 67% of the shares will vest on the third anniversary of the grant date but only if the annual TSR has been at least a 5% yearly average over such 3-year period. If the TSR has not met such threshold during the period, the participant's relevant Restricted Stock Units for the 67% portion will lapse on the vesting The Company will decide at vesting if cash or shares are given as payment. | The shares will vest on the third anniversary of the grant date but only if the annual TSR has been at least a 5% yearly average over such 3-year period. If the TSR has not met such threshold during the period, the participant's relevant The Company will decide at vesting if cash or shares are given as payment. | |||
Ownership and Dividends | The participant will be entitled to receive, for each | The participant will be entitled to receive, for each Restricted Stock Unit held, a payment equivalent to the amount of any dividend or distribution paid on one share between the grant date and the date on which the Restricted Stock Unit vests. |
Minimum: | |||
Target: | |||
Maximum: |
Name of component | How does the Component Support the Company’s Objective? | Operation | Maximum | ||||||||
Fees and/or Deferred Restricted Share Units (DRSU) | Attract and retain the high-performing independent non-executive directors. Align interests of non-executive independent directors with interests of shareholders. | Reviewed annually by the Compensation Committee and Board. The DRSUs: the Company and the Directors shall agree the percentage of their fees that shall be paid in DRSUs. The number of DRSUs credited is determined using the market value of an ordinary share at the time of the grant. Upon a participant ceasing to be a member of the Board the DRSUs will vest. The Company shall transfer to the director a number of shares equal to the number of vested DRSUs and a number of shares equal in value to any dividends which would have been paid or payable, or such number of ordinary shares equal to the vested DRSUs, from the grant date until the vesting date. Minimum share ownership: within a period of five years, directors receiving remuneration from the Company should have a minimum share ownership in the Company of 3 times their annual compensation. In the case of the CEO, this requirement is 6 times his fixed compensation. | Annual total compensation for -independent non-executive directors, in any case, the fees or DRSUs will not exceed two million dollars. | ||||||||
Benefits | Reasonable travel expenses to the Company’s registered office or venues for meetings. | Customary control procedures. | Real costs of travel with a maximum of one million dollars for all directors. |
$ thousand | 2020 | 2019 | 2021 | 2020 | ||||||||||||
Short-term employee benefits | 4,792.5 | 4,494.6 | 5,098.4 | 4,792.5 | ||||||||||||
LTIP Awards | 1,349.1 | - | 2,140.2 | 496.5 | ||||||||||||
One-off Awards | 1,231.5 | 852.6 | ||||||||||||||
Post-employment benefits | - | - | - | - | ||||||||||||
Other long-term benefits | - | - | - | - | ||||||||||||
Termination benefits | - | - | - | - | ||||||||||||
Share-based payment | - | - | - | - | ||||||||||||
Total | 6,141.6 | 4,494.6 | 8,470.1 | 6,141.6 |
Shares | Share Units(1) | Investment Value $ in thousands(2) | Minimum Share Ownership Requirements | Compliance with Policy(3) | ||||||||
Santiago Seage | 20,000 | 109,700 | 4,926 | 6 times fixed compensation | ✔ | |||||||
William Aziz | 2,500 | 95 | 3 times annual compensation | On track | ||||||||
Brenda Eprile | 2,500 | 95 | 3 times annual compensation | On track | ||||||||
Michael Forsayeth | 1,600 | 61 | 3 times annual compensation | On track | ||||||||
Michael Woollcombe | - | - | 3 times annual compensation | On track | ||||||||
Debora Del Favero | - | - | 3 times annual compensation | On track |
Name(1) | Shares | Deferred Restricted Share Units | Share Units(2) | Investment Value $ in thousands(3) | Minimum Share Ownership Requirements | Compliance with Policy(4) | ||||||||||||||
William Aziz | 2,500 | - | - | 89 | 3 times annual compensation | On track | ||||||||||||||
Debora Del Favero | - | 878 | - | 31 | 3 times annual compensation | On track | ||||||||||||||
Brenda Eprile | 5,500 | - | - | 197 | 3 times annual compensation | On track | ||||||||||||||
Michael Forsayeth | 2,500 | 1,372 | - | 138 | 3 times annual compensation | On track | ||||||||||||||
Santiago Seage | 55,666 | - | 120,880 | 6,313 | 6 times fixed compensation | ✓ | ||||||||||||||
George Trisic | 1,000 | - | - | - | Non-applicable | Non-applicable | ||||||||||||||
Michael Woollcombe | 5,000 | 4,117 | - | 326 | 3 times annual compensation | On track |
(1) | Mr. Banskota, non-independent, non-executive director, has no shares and is not required to comply with minimum share ownership requirements. |
(2) |
Assuming a share price of |
5-year window from May 2021 to comply with this policy. |
C. |
Name | Position | |
Brenda Eprile | Chair | |
William Aziz | Member | |
Michael Forsayeth | Member |
Name | Position | |
Debora Del Favero | Chair | |
Michael Forsayeth | Member |
Name | Position | |
William Aziz | Chair | |
Debora Del Favero | Member |
Name | Position | |
Michael Forsayeth | Chair | |
William Aziz | Member | |
Brenda Eprile | Member |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
Geography | 2020 | 2019 | 2018 | 2021 | 2020 | 2019 | ||||||||||||||||||
EMEA | 55 | 50 | 53 | |||||||||||||||||||||
North America | 243 | 229 | 31 | 308 | 243 | 229 | ||||||||||||||||||
South America | 51 | 43 | 37 | 68 | 51 | 43 | ||||||||||||||||||
EMEA | 166 | 55 | 50 | |||||||||||||||||||||
Corporate | 107 | 103 | 96 | 115 | 107 | 103 | ||||||||||||||||||
Total | 456 | 425 | 217 | 658 | 456 | 425 |
- | Non-executive directors receiving remuneration from the Company: 3 times their annual compensation; |
- | 1: 6 times his fixed compensation; |
- | CFO: 3 times his fixed compensation; |
- | Other executives: 2 times their fixed compensation. |
ITEM 7. |
Name | Ordinary Shares Beneficially Owned | Percentage | Ordinary Shares Beneficially Owned | Deferred Restricted Share Units | Shares Units | Percentage | ||||||||||||||||||
Directors and Officers | ||||||||||||||||||||||||
Santiago Seage | 20,000 | - | 55,666 | 120,880 | - | |||||||||||||||||||
William Aziz | 2,500 | - | 2,500 | - | ||||||||||||||||||||
Brenda Eprile | 2,500 | - | 5,500 | - | ||||||||||||||||||||
Michael Forsayeth | 1,600 | - | 2,500 | 1,372 | - | |||||||||||||||||||
Michael Woollcombe | - | - | 5,000 | 4,117 | - | |||||||||||||||||||
Debora Del Favero | - | - | - | 878 | - | |||||||||||||||||||
5% Beneficial Owners | ||||||||||||||||||||||||
Algonquin (AY Holdco) B.V. (1) | 48,962,925 | 44.2 | % | 48,962,925 | 43.5 | % | ||||||||||||||||||
Morgan Stanley (2) | 5,918,853 | 5.5 | % | 5,677,200 | 5.1 | % | ||||||||||||||||||
BlackRock Inc.(3) | 5,864,325 | 5.5 | % |
(1) | This information is based solely on the Schedule 13D filed on |
(2) | This information is based solely on the Schedule 13G filed on February 10, |
B. |
ITEM 8. |
Declared | Record | Payable | Amount ($) per share |
-February 25, 2022 | March 14, 2022 | March 25, 2022 | 0.44 |
November 9, 2021 | November 30, 2021 | December 15, 2021 | 0.435 |
July 30, 2021 | August 31, 2021 | September 15, 2021 | 0.43 |
May 4, 2021 | May 31, 2021 | June 15, 2021 | 0.43 |
February 26, 2021 | March 12, 2021 | March 22, 2021 | 0.42 |
November 4, 2020 | November 30, 2020 | December 15, 2020 | 0.42 |
July 31, 2020 | August 31, 2020 | September 15, 2020 | 0.42 |
May 6, 2020 | June 1, 2020 | June 15, 2020 | 0.41 |
February 26, 2020 | March 12, 2020 | March 23, 2020 | 0.41 |
November 5, 2019 | November 29, 2019 | December 13, 2019 | 0.41 |
August 2, 2019 | August 30, 2019 | September 13, 2019 | 0.40 |
May 7, 2019 | June 3, 2019 | June 14, 2019 | 0.39 |
February 26, 2019 | March 12, 2019 | March 22, 2019 | 0.37 |
B. |
ITEM 9. |
A. | Details |
ITEM 10. |
E. |
I. |
(a) | Evaluation of Disclosure Controls and Procedures |
(b) | Management’s Report on Internal Control over Financial Reporting |
(c) | Attestation Report of the Independent Registered Public Accounting Firm |
(d) | Changes in Internal Controls over Financial Reporting |
(e) | Inherent Limitations of Disclosure Controls and Procedures in Internal Control over Financial Reporting |
ITEM 16. | RESERVED |
ITEM 16C. |
EY | Other Auditors | Total | ||||||||||
($ in thousands) | ||||||||||||
Audit Fees | 1,571 | 289 | 1,860 | |||||||||
Audit-Related Fees | 651 | - | 651 | |||||||||
Tax Fees | 633 | - | 633 | |||||||||
All Other Fees | - | - | - | |||||||||
Total | 2,855 | 289 | 3,144 |
EY | Other Auditors | Total | ||||||||||
($ in thousands) | ||||||||||||
Audit Fees | 1,391 | 54 | 1,445 | |||||||||
Audit-Related Fees | 516 | - | 516 | |||||||||
Tax Fees | 502 | - | 502 | |||||||||
All Other Fees | 15 | - | 15 | |||||||||
Total | 2,424 | 54 | 2,478 |
EY | Other Auditors | Total | ||||||||||
($ in thousands) | ||||||||||||
Audit Fees | 1,293 | 61 | 1,354 | |||||||||
Audit-Related Fees | 481 | - | 481 | |||||||||
Tax Fees | 406 | - | 406 | |||||||||
All Other Fees | 271 | - | 271 | |||||||||
Total | 2,451 | 61 | 2,512 |
o | Audit services, including audit of financial statements, limited reviews, comfort letters, other verification works requested by regulator or supervisors; |
o | Audit-related services, including due diligence services, verification of corporate social responsibility report, accounting or internal control advisory and preparation courses on these topics; |
o | Tax services; |
o | Other specific services, such as evaluation of the design, implementation and operation of a financial information system or control over financial reporting; |
ITEM 16E. |
ITEM 16G. |
ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Exhibit No. | Description | |
Amended and restated Articles of Association of Atlantica Yield plc (incorporated by reference from Exhibit 3.1 to Atlantica Yield plc’s Form 6-K, as amended, filed with the SEC on May 21, 2018 – SEC File No. 001-36487). | ||
Description of Securities Registered under Section 12 of the Exchange Act | ||
Amended and Restated Right of First Offer Agreement by and between Abengoa Yield plc (now Atlantica Yield plc) and Abengoa, S.A., dated December 9, 2014 (incorporated by reference from Exhibit 10.1 to Atlantica Yield plc’s Registration Statement on Form F-1 filed with the SEC on December 11, 2014 – SEC File No. 333-200848). | ||
Operation and Maintenance Agreement between Abengoa Solar Espana, S.A. and Solaben Electricidad Dos, S.A., dated December 10, 2012 (incorporated by reference from Exhibit 10.8 to Atlantica Yield plc’s draft registration statement on Form F-1 submitted to the SEC on February 28, 2014 – SEC File No. 377-00503). | ||
Operation and Maintenance Agreement between Abengoa Solar Espana, S.A. and Solaben Electricidad Tres, S.A., dated December 10, 2012 (incorporated by reference from Exhibit 10.9 to Atlantica Yield plc’s draft registration statement on Form F-1 submitted to the SEC on February 28, 2014 – SEC File No. 377-00503). | ||
Credit and Guaranty Agreement dated May 10, 2018 (incorporated by reference from Exhibit 99.1 from Atlantica Yield plc’s Form 6-K filed with the SEC on September 5, 2018– SEC File No. 001-36487). | ||
Registration Rights Agreement dated March 28, 2017 among Atlantica Yield plc, Abengoa S.A., ACIL Luxco1 S.A. and GLAS Trust Corporation Limited as security agent (incorporated by reference from Exhibit 4.12 from Atlantica Yield plc’s Form 6-K filed with the SEC on April 12, 2017 – SEC File No. 001-36487). | ||
Shareholder’s Agreement dated March 5, 2018 among Atlantica Yield, | ||
First Amendment and Joinder to Credit and Guaranty Agreement, dated January 24, 2019 (incorporated by reference from Exhibit 4.14 from Atlantica Yield plc’s Form 20-F filed with the SEC on February 28, 2019 – SEC File No. 001-36487). | ||
Right of First Offering Agreement dated March 5, 2018 between Atlantica Yield and Algonquin Power and Utilities Corp. (incorporated by reference from Exhibit 4.15 from Atlantica Yield plc’s Form 6-K filed with the SEC on March 12, 2018– SEC File No. 001-36487). | ||
Second Amendment to Credit and Guaranty Agreement, dated August 2, 2019 (incorporated by reference from Exhibit 4.18 from Atlantica Yield plc’s Form 6-K filed with the SEC on November 7, 2019 – SEC File No. 001-36487). | ||
Enhanced Cooperation Agreement, dated May 9, 2019, by and among Algonquin Power & Utilities, Corp., Atlantica Yield plc and Abengoa-Algonquin Global Energy Solutions B.V(incorporated by reference from Exhibit 99.1 from Atlantica Yield plc’s Form 6-K filed with the SEC on August 7, 2019 – SEC File No. 001-36487). | ||
Subscription Agreement, dated May 9, 2019, by and between Algonquin Power & Utilities, Corp. and Atlantica Yield plc (incorporated by reference from Exhibit 99.2 from Atlantica Yield plc’s Form 6-K filed with the SEC on August 7, 2019 – SEC File No. 001-36487). | ||
AYES Shareholder Agreement, dated May 24, 2019, by and among Algonquin Power & Utilities, Corp., Atlantica Yield plc and Atlantica Yield Energy Solutions Canada Inc. (incorporated by reference from Exhibit 99.3 from Atlantica Yield plc’s Form 6-K filed with the SEC on August 7, 2019 – SEC File No. 001-36487). | ||
Third Amendment to Credit and Guaranty Agreement, dated December 17, 2019 (incorporated by reference from Exhibit 4.19 from Atlantica Yield plc’s Form 20-F filed with the SEC on February 28, 2020 – SEC File No. 001-36487). |
Note Purchase Agreement, dated March 20, 2020, between Atlantica Yield plc and a group of institutional investors as purchasers of the notes issued thereunder (incorporated by reference from Exhibit 4.20 from Atlantica Yield plc’s Form 6-K filed with the SEC on May 7, 2020 – SEC File No. 001-36487). | |||
Memorandum and Articles of Association of Atlantica Sustainable Infrastructure Jersey Limited (incorporated by reference from Exhibit 4.21 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2020 – SEC File No. 001-36487). | |||
Indenture (including Form of Global Note) relating to Atlantica Sustainable Infrastructure Jersey Limited’s 4.00% Green Exchangeable Senior Notes due 2025, dated July 17, 2020, by and among Atlantica Sustainable Infrastructure Jersey Limited, as Issuer, Atlantica Sustainable Infrastructure plc, as Guarantor, BNY Mellon Corporate Trustee Services Limited, as Trustee, The Bank of New York Mellon, London Branch, as Paying and Exchange Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Note Registrar and Transfer Agent (incorporated by reference from Exhibit 4.22 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2020 – SEC File No. 001-36487). | |||
Deed Poll granted by Atlantica Sustainable Infrastructure plc, as Guarantor, in favor of Atlantica Sustainable Infrastructure Jersey Limited, as Issuer, dated July 17, 2020, in connection with the 4.00% Green Exchangeable Senior Notes due 2025 (incorporated by reference from Exhibit 4.23 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2020 – SEC File No. 001-36487). | |||
The Note Issuance Facility for an amount of €140 million, dated July 8, 2020, among Atlantica Sustainable Infrastructure plc, the guarantors named therein, Lucid Agency Services Limited, as facility agent, and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder (incorporated by reference from Exhibit 4.24 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2020 – SEC File No. 001-36487). | |||
Fourth Amendment to Credit and Guaranty Agreement, dated August 28, 2020 (incorporated by reference from Exhibit 4.25 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on November 6, 2020 – SEC File No. 001-36487). | |||
Fifth Amendment | |||
Sixth Amendment to Credit and Guaranty Agreement, dated March 1, 2021 (incorporated by reference from Exhibit | |||
Amendment No. 1 to Note Issuance Facility Agreement, dated March 30, 2021. | |||
Indenture (including Form of Global Notes) relating to Atlantica Sustainable Infrastructure plc's 4.125% Green Senior Notes due 2028 dated May 18, 2021, by and among Atlantica Sustainable Infrastructure plc, as Issuer, Atlantica Peru S.A., ACT Holding, S.A. de C.V., Atlantica Infraestructura Sostenible, S.L.U., Atlantica Investments Limited, Atlantica Newco Limited, Atlantica North America LLC, as Guarantors, BNY Mellon Corporate Trustee Services Limited, as Trustee, The Bank of New York Mellon, London Branch, as paying agent, and The Bank of New York Mellon SA/NV, Dublin Branch, as registrar and transfer agent (incorporated by reference from Exhibit 4.28 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on May 24, 2021 – SEC File No. 001-36487). | |||
ATM Plan Letter Agreement, dated August 3, 2021, between Atlantica Sustainable Infrastructure plc and Algonquin Power & Utilities Corp (incorporated by reference from Exhibit 4.29 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2021 – SEC File No. 001-36487). | |||
Subsidiaries of Atlantica Sustainable Infrastructure | |||
Certification of Santiago Seage, Chief Executive Officer of Atlantica Sustainable Infrastructure plc, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
Certification of Francisco Martinez-Davis, Chief Financial Officer of Atlantica Sustainable Infrastructure plc, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
Consent of EY | |||
101.INS | XBRL Instance Document | ||
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
Date: February 28, 2022 | |||
ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC | |||
By: | /s/ Santiago Seage | ||
Name: | Santiago Seage | ||
Title: | Chief Executive Officer |
ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC | |||
By: | /s/ Francisco Martinez-Davis | ||
Name: | Francisco Martinez-Davis | ||
Title: | Chief Financial Officer |
Report of Ernst and Young, S.L. (PCAOB ID 1461) | F-1 |
Consolidated statements of financial position as of December 31,2021 and 2020 | |
Consolidated income statements for the years ended December 31, 2021, 2020 | |
Consolidated financial statements of comprehensive income for the years ended December 31, 2021, 2020 | |
Consolidated statements of changes in equity for the years ended December 31, 2021, 2020 | |
Consolidated cash flow statements for the years ended December 31, 2021, 2020 | |
Notes to the annual consolidated financial statements | |
Appendix I: Entities included in the Group as subsidiaries as of December 31, | |
Appendix II: Investments recorded under the equity method as of December 31, 2021 and 2020 | |
Appendix III-1 and Appendix III-2: | |
Appendix IV: Additional Information of Subsidiaries including material Non-controlling interest as of December 31, 2021 and 2020 | |
/s/ ERNST & YOUNG, S.L. | |
Madrid, Spain | |
February 27, |
As of December 31, | As of December 31, | |||||||||||||||||||||||
Note (1) | 2020 | 2019 | Note (1) | 2021 | 2020 | |||||||||||||||||||
Assets | ||||||||||||||||||||||||
Non-current assets | ||||||||||||||||||||||||
Contracted concessional assets | 6 | 8,155,418 | 8,161,129 | 6 | 8,021,568 | 8,155,418 | ||||||||||||||||||
Investments carried under the equity method | 7 | 116,614 | 139,925 | 7 | 294,581 | 116,614 | ||||||||||||||||||
Other receivables accounts | 8 | 88,655 | 88,405 | |||||||||||||||||||||
Other accounts receivable | 8 | 85,801 | 88,655 | |||||||||||||||||||||
Derivative assets | 8&9 | 1,099 | 3,182 | 9 | 10,807 | 1,099 | ||||||||||||||||||
Financial investments | 8 | 89,754 | 91,587 | 8 | 96,608 | 89,754 | ||||||||||||||||||
Deferred tax assets | 18 | 152,290 | 147,966 | 18 | 172,268 | 152,290 | ||||||||||||||||||
Total non-current assets | 8,514,076 | 8,540,607 | 8,585,025 | 8,514,076 | ||||||||||||||||||||
Current assets | ||||||||||||||||||||||||
Inventories | 23,958 | 20,268 | 29,694 | 23,958 | ||||||||||||||||||||
Trade receivables | 11 | 258,087 | 242,008 | 11 | 227,343 | 258,087 | ||||||||||||||||||
Credits and other receivables | 11 | 73,648 | 75,560 | 11 | 79,800 | 73,648 | ||||||||||||||||||
Trade and other receivables | 8&11 | 331,735 | 317,568 | 11 | 307,143 | 331,735 | ||||||||||||||||||
Financial investments | 8 | 200,084 | 218,577 | 8 | 207,379 | 200,084 | ||||||||||||||||||
Cash and cash equivalents | 8&12 | 868,501 | 562,795 | 12 | 622,689 | 868,501 | ||||||||||||||||||
Total current assets | 1,424,278 | 1,119,208 | 1,166,905 | 1,424,278 | ||||||||||||||||||||
Total assets | 9,938,354 | 9,659,815 | 9,751,930 | 9,938,354 |
(1) | Notes 1 to 23 are an integral part of the |
As of December 31, | As of December 31, | |||||||||||||||||||||||
Note (1) | 2020 | 2019 | Note (1) | 2021 | 2020 | |||||||||||||||||||
Equity and liabilities | ||||||||||||||||||||||||
Equity attributable to the Company | ||||||||||||||||||||||||
Share capital | 13 | 10,667 | 10,160 | 13 | 11,240 | 10,667 | ||||||||||||||||||
Share premium | 13 | 1,011,743 | 1,011,743 | 13 | 872,011 | 1,011,743 | ||||||||||||||||||
Capital reserves | 13 | 881,745 | 889,057 | 13 | 1,020,027 | 881,745 | ||||||||||||||||||
Other reserves | 9 | 96,641 | 73,797 | 9 | 171,272 | 96,641 | ||||||||||||||||||
Accumulated currency translation differences | 13 | (99,925 | ) | (90,824 | ) | 13 | (133,450 | ) | (99,925 | ) | ||||||||||||||
Accumulated deficit | 13 | (373,489 | ) | (385,457 | ) | 13 | (398,701 | ) | (373,489 | ) | ||||||||||||||
Non-controlling interest | 13 | 213,499 | 206,380 | 13 | 206,206 | 213,499 | ||||||||||||||||||
Total equity | 1,740,881 | 1,714,856 | 1,748,605 | 1,740,881 | ||||||||||||||||||||
Non-current liabilities | ||||||||||||||||||||||||
Long-term corporate debt | 14 | 970,077 | 695,085 | 14 | 995,190 | 970,077 | ||||||||||||||||||
Borrowings | 3,862,068 | 3,351,780 | 3,407,956 | 3,862,068 | ||||||||||||||||||||
Notes and bonds | 1,063,200 | 718,129 | 979,718 | 1,063,200 | ||||||||||||||||||||
Long-term project debt | 15 | 4,925,268 | 4,069,909 | 15 | 4,387,674 | 4,925,268 | ||||||||||||||||||
Grants and other liabilities | 16 | 1,229,767 | 1,658,867 | 16 | 1,263,744 | 1,229,767 | ||||||||||||||||||
Derivative liabilities | 9 | 328,184 | 298,744 | 9 | 223,453 | 328,184 | ||||||||||||||||||
Deferred tax liabilities | 18 | 260,923 | 248,996 | 18 | 308,859 | 260,923 | ||||||||||||||||||
Total non-current liabilities | 7,714,219 | 6,971,601 | 7,178,920 | 7,714,219 | ||||||||||||||||||||
Current liabilities | ||||||||||||||||||||||||
Short-term corporate debt | 14 | 23,648 | 28,706 | 14 | 27,881 | 23,648 | ||||||||||||||||||
Borrowings | 261,788 | 754,135 | 597,680 | 261,788 | ||||||||||||||||||||
Notes and bonds | 50,558 | 28,304 | 50,839 | 50,558 | ||||||||||||||||||||
Short-term project debt | 15 | 312,346 | 782,439 | 15 | 648,519 | 312,346 | ||||||||||||||||||
Trade payables and other current liabilities | 17 | 92,557 | 128,062 | 17 | 113,907 | 92,557 | ||||||||||||||||||
Income and other tax payables | 54,703 | 34,151 | 34,098 | 54,703 | ||||||||||||||||||||
Total current liabilities | 483,254 | 973,358 | 824,405 | 483,254 | ||||||||||||||||||||
Total equity and liabilities | 9,938,354 | 9,659,815 | 9,751,930 | 9,938,354 |
(1) | Notes 1 to 23 are an integral part of the |
Note (1) | For the year ended December 31, | Note (1) | For the year ended December 31, | |||||||||||||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
Revenue | 4 | 1,013,260 | 1,011,452 | 1,043,822 | 4 | 1,211,749 | 1,013,260 | 1,011,452 | ||||||||||||||||||||||||
Other operating income | 20 | 99,525 | 93,774 | 132,557 | 20 | 74,670 | 99,525 | 93,774 | ||||||||||||||||||||||||
Employee benefit expenses | 20 | (54,464 | ) | (32,246 | ) | (15,130 | ) | 20 | (78,758 | ) | (54,464 | ) | (32,246 | ) | ||||||||||||||||||
Depreciation, amortization, and impairment charges | 6 | (408,604 | ) | (310,755 | ) | (362,697 | ) | 6 | (439,441 | ) | (408,604 | ) | (310,755 | ) | ||||||||||||||||||
Other operating expenses | 20 | (276,666 | ) | (261,776 | ) | (310,642 | ) | 20 | (414,330 | ) | (276,666 | ) | (261,776 | ) | ||||||||||||||||||
Operating profit | 373,051 | 500,449 | 487,910 | 353,890 | 373,051 | 500,449 | ||||||||||||||||||||||||||
Financial income | 21 | 7,052 | 4,121 | 36,444 | 21 | 2,755 | 7,052 | 4,121 | ||||||||||||||||||||||||
Financial expense | 21 | (378,386 | ) | (407,990 | ) | (425,019 | ) | 21 | (361,270 | ) | (378,386 | ) | (407,990 | ) | ||||||||||||||||||
Net exchange differences | 21 | (1,351 | ) | 2,674 | 1,597 | 21 | 1,873 | (1,351 | ) | 2,674 | ||||||||||||||||||||||
Other financial income/(expense), net | 21 | 40,875 | (1,153 | ) | (8,235 | ) | 21 | 15,750 | 40,875 | (1,153 | ) | |||||||||||||||||||||
Financial expense, net | (331,810 | ) | (402,348 | ) | (395,213 | ) | (340,892 | ) | (331,810 | ) | (402,348 | ) | ||||||||||||||||||||
Share of profit of associates carried under the equity method | 7 | 510 | 7,457 | 5,231 | 7 | 12,304 | 510 | 7,457 | ||||||||||||||||||||||||
Profit before income tax | 41,751 | 105,558 | 97,928 | 25,302 | 41,751 | 105,558 | ||||||||||||||||||||||||||
Income tax expense | 18 | (24,877 | ) | (30,950 | ) | (42,659 | ) | 18 | (36,220 | ) | (24,877 | ) | (30,950 | ) | ||||||||||||||||||
Profit for the year | 16,874 | 74,608 | 55,269 | |||||||||||||||||||||||||||||
Profit/(loss) for the year | (10,918 | ) | 16,874 | 74,608 | ||||||||||||||||||||||||||||
Profit attributable to non-controlling interests | (4,906 | ) | (12,473 | ) | (13,673 | ) | (19,162 | ) | (4,906 | ) | (12,473 | ) | ||||||||||||||||||||
Profit for the year attributable to the Company | 11,968 | 62,135 | 41,596 | |||||||||||||||||||||||||||||
Profit/(loss) for the year attributable to the Company | (30,080 | ) | 11,968 | 62,135 | ||||||||||||||||||||||||||||
Weighted average number of ordinary shares outstanding (thousands) - basic | 22 | 101,879 | 101,063 | 100,217 | 22 | 111,008 | 101,879 | 101,063 | ||||||||||||||||||||||||
�� | ||||||||||||||||||||||||||||||||
Weighted average number of ordinary shares outstanding (thousands) - diluted | 22 | 103,392 | 101,063 | 100,217 | 22 | 114,523 | 103,392 | 101,063 | ||||||||||||||||||||||||
Basic earnings per share (U.S. dollar per share) | 22 | 0.12 | 0.61 | 0.42 | 22 | (0.27 | ) | 0.12 | 0.61 | |||||||||||||||||||||||
Diluted earnings per share (U.S. dollar per share) | 22 | 0.12 | 0.61 | 0.42 | 22 | (0.26 | ) | 0.12 | 0.61 |
(1) | Notes 1 to 23 are an integral part of the |
For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||||||||||
Note (1) | 2020 | 2019 | 2018 | Note (1) | 2021 | 2020 | 2019 | |||||||||||||||||||||||||
Profit for the year | 16,874 | 74,608 | 55,269 | |||||||||||||||||||||||||||||
Profit/(loss) for the year | (10,918 | ) | 16,874 | 74,608 | ||||||||||||||||||||||||||||
Items that may be subject to transfer to income statement | ||||||||||||||||||||||||||||||||
Change in fair value of cash flow hedges | (26,272 | ) | (81,713 | ) | (40,220 | ) | 33,846 | (26,272 | ) | (81,713 | ) | |||||||||||||||||||||
Currency translation differences | (9,947 | ) | (22,284 | ) | (57,628 | ) | (41,956 | ) | (9,947 | ) | (22,284 | ) | ||||||||||||||||||||
Tax effect | 5,897 | 20,088 | 6,195 | (9,139 | ) | 5,897 | 20,088 | |||||||||||||||||||||||||
Net expenses recognized directly in equity | (30,322 | ) | (83,909 | ) | (91,653 | ) | (17,249 | ) | (30,322 | ) | (83,909 | ) | ||||||||||||||||||||
Cash flow hedges | 9 | 58,381 | 55,765 | 67,519 | 9 | 58,292 | 58,381 | 55,765 | ||||||||||||||||||||||||
Tax effect | (14,595 | ) | (13,941 | ) | (16,880 | ) | (14,573 | ) | (14,595 | ) | (13,941 | ) | ||||||||||||||||||||
Transfers to income statement | 43,786 | 41,824 | 50,639 | 43,719 | 43,786 | 41,824 | ||||||||||||||||||||||||||
Other comprehensive income/(loss) | 13,464 | (42,085 | ) | (41,014 | ) | 26,470 | 13,464 | (42,085 | ) | |||||||||||||||||||||||
Total comprehensive income for the year | 30,338 | 32,523 | 14,255 | 15,552 | 30,338 | 32,523 | ||||||||||||||||||||||||||
Total comprehensive income attributable to non-controlling interest | (4,627 | ) | (12,429 | ) | (11,954 | ) | (14,586 | ) | (4,627 | ) | (12,429 | ) | ||||||||||||||||||||
Total comprehensive income attributable to the Company | 25,711 | 20,094 | 2,301 | 966 | 25,711 | 20,094 |
(1) | Notes 1 to 23 are an integral part of the |
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 | Share capital | Share premium | Capital reserves | Other reserves | Accumulated currency translation differences | Accumulated deficit | 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2019 | 10,022 | 1,981,881 | 48,059 | 95,011 | (68,315 | ) | (449,274 | ) | 1,617,384 | 138,728 | 1,756,112 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Profit for the year after taxes | - | - | - | - | 41,596 | - | 41,596 | 13,673 | 55,269 | 0 | 0 | 0 | 0 | 0 | 62,135 | 62,135 | 12,473 | 74,608 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of cash flow hedges | - | - | - | 21,474 | (236 | ) | - | 21,238 | 6,061 | 27,299 | 0 | 0 | 0 | (27,947 | ) | 0 | 1,682 | (26,265 | ) | 317 | (25,948 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Currency translation differences | - | - | - | - | - | (50,168 | ) | (50,168 | ) | (7,460 | ) | (57,628 | ) | 0 | 0 | 0 | 0 | (22,509 | ) | 0 | (22,509 | ) | 225 | (22,284 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Tax effect | - | - | - | (8,757 | ) | (1,608 | ) | - | (10,365 | ) | (320 | ) | (10,685 | ) | 0 | 0 | 0 | 6,733 | 0 | 0 | 6,733 | (586 | ) | 6,147 | ||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | - | - | - | 12,717 | (1,844 | ) | (50,168 | ) | (39,295 | ) | (1,719 | ) | (41,014 | ) | 0 | 0 | 0 | (21,214 | ) | (22,509 | ) | 1,682 | (42,041 | ) | (44 | ) | (42,085 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income | - | - | - | 12,717 | 39,752 | (50,168 | ) | 2,301 | 11,954 | 14,255 | 0 | 0 | 0 | (21,214 | ) | (22,509 | ) | 63,817 | 20,094 | 12,429 | 32,523 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Capital increase (Note 13) | 138 | 29,862 | 0 | 0 | 0 | 0 | 30,000 | 0 | 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amherst Island (Note 7) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 92,303 | 92,303 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reduction of Share Premium (Note 13) | 0 | (1,000,000 | ) | 1,000,000 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions (Note 13) | - | - | (133,289 | ) | - | - | - | (133,289 | ) | (9,821 | ) | (143,110 | ) | 0 | 0 | (159,002 | ) | 0 | 0 | 0 | (159,002 | ) | (37,080 | ) | (196,082 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019 | 10,160 | 1,011,743 | 889,057 | 73,797 | (90,824 | ) | (385,457 | ) | 1,508,476 | 206,380 | 1,714,856 |
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 |
Share capital | Share premium | Capital reserves | Other reserves | Accumulated currency translation differences | Accumulated deficit | 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 | (90,824 | ) | (385,457 | ) | 1,508,476 | 206,380 | 1,714,856 | |||||||||||||||||||||||||
Profit for the year after taxes | 0 | 0 | 0 | 0 | 0 | 11,968 | 11,968 | 4,906 | 16,874 | |||||||||||||||||||||||||||
Change in fair value of cash flow hedges | 0 | 0 | 0 | 31,353 | 0 | 0 | 31,353 | 756 | 32,109 | |||||||||||||||||||||||||||
Currency translation differences | 0 | 0 | 0 | 0 | (9,101 | ) | 0 | (9,101 | ) | (846 | ) | (9,947 | ) | |||||||||||||||||||||||
Tax effect | 0 | 0 | 0 | (8,509 | ) | 0 | 0 | (8,509 | ) | (189 | ) | (8,698 | ) | |||||||||||||||||||||||
Other comprehensive income | 0 | 0 | 0 | 22,844 | (9,101 | ) | 0 | 13,743 | (279 | ) | 13,464 | |||||||||||||||||||||||||
Total comprehensive income | 0 | 0 | 0 | 22,844 | (9,101 | ) | 11,968 | 25,711 | 4,627 | 30,338 | ||||||||||||||||||||||||||
Capital increase (Note 13) | 507 | 0 | 161,347 | 0 | 0 | 0 | 161,854 | 0 | 161,854 | |||||||||||||||||||||||||||
Business combinations (Note 5) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 25,308 | 25,308 | |||||||||||||||||||||||||||
Distributions (Note 13) | 0 | 0 | (168,659 | ) | 0 | 0 | 0 | (168,659 | ) | (22,816 | ) | (191,475 | ) | |||||||||||||||||||||||
Balance as of December 31, 2020 | 10,667 | 1,011,743 | 881,745 | 96,641 | (99,925 | ) | (373,489 | ) | 1,527,382 | 213,499 | 1,740,881 |
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 |
Share capital | Share premium | Capital reserves | Other reserves | Accumulated currency translation differences | Accumulated deficit | Total equity attributable to the Company | Non- controlling interest | Total equity | ||||||||||||||||||||||||||||
Balance as of January 1, 2021 | 10,667 | 1,011,743 | 881,745 | 96,641 | (99,925 | ) | (373,489 | ) | 1,527,382 | 213,499 | 1,740,881 | |||||||||||||||||||||||||
Profit/(Loss) for the year after taxes | 0 | 0 | 0 | 0 | 0 | (30,080 | ) | (30,080 | ) | 19,162 | (10,918 | ) | ||||||||||||||||||||||||
Change in fair value of cash flow hedges | 0 | 0 | 0 | 97,421 | 0 | (10,060 | ) | 87,361 | 4,777 | 92,138 | ||||||||||||||||||||||||||
Currency translation differences | 0 | 0 | 0 | 0 | (33,525 | ) | 0 | (33,525 | ) | (8,431 | ) | (41,956 | ) | |||||||||||||||||||||||
Tax effect | 0 | 0 | 0 | (22,790 | ) | 0 | 0 | (22,790 | ) | (922 | ) | (23,712 | ) | |||||||||||||||||||||||
Other comprehensive income | 0 | 0 | 0 | 74,631 | (33,525 | ) | (10,060 | ) | 31,046 | (4,576 | ) | 26,470 | ||||||||||||||||||||||||
Total comprehensive income | 0 | 0 | 0 | 74,631 | (33,525 | ) | (40,140 | ) | 966 | 14,586 | 15,552 | |||||||||||||||||||||||||
Capital increase (Note 13) | 573 | 60,268 | 128,920 | 0 | 0 | 0 | 189,761 | 0 | 189,761 | |||||||||||||||||||||||||||
Reduction of Share Premium (Note 13) | 0 | (200,000 | ) | 200,000 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Business combinations (Note 5) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 8,287 | 8,287 | |||||||||||||||||||||||||||
Share-based compensation (Note 13) | 0 | 0 | 0 | 0 | 0 | 14,928 | 14,928 | 0 | 14,928 | |||||||||||||||||||||||||||
Distributions (Note 13) | 0 | 0 | (190,638 | ) | 0 | 0 | 0 | (190,638 | ) | (30,166 | ) | (220,804 | ) | |||||||||||||||||||||||
Balance as of December 31, 2021 | 11,240 | 872,011 | 1,020,027 | 171,272 | (133,450 | ) | (398,701 | ) | 1,542,399 | 206,206 | 1,748,605 |
For the year ended | For the year ended | |||||||||||||||||||||||||||||||
Note (1) | 2020 | 2019 | 2018 | Note (1) | 2021 | 2020 | 2019 | |||||||||||||||||||||||||
I. Profit for the year | 16,874 | 74,608 | 55,269 | |||||||||||||||||||||||||||||
I. Profit/(loss) for the year | (10,918 | ) | 16,874 | 74,608 | ||||||||||||||||||||||||||||
Non-monetary adjustments | ||||||||||||||||||||||||||||||||
Depreciation, amortization and impairment charges | 6 | 408,604 | 310,755 | 362,697 | 6 | 439,441 | 408,604 | 310,755 | ||||||||||||||||||||||||
Financial (income)/expenses | 21 | 315,151 | 405,634 | 396,411 | 21 | 359,550 | 315,151 | 405,634 | ||||||||||||||||||||||||
Fair value (gains)/losses on derivative financial instruments | 21 | 15,308 | (613 | ) | 399 | 21 | (16,785 | ) | 15,308 | (613 | ) | |||||||||||||||||||||
Shares of (profits)/losses from associates | 7 | (510 | ) | (7,457 | ) | (5,231 | ) | 7 | (12,304 | ) | (510 | ) | (7,457 | ) | ||||||||||||||||||
Income tax | 18 | 24,877 | 30,950 | 42,659 | 18 | 36,220 | 24,877 | 30,950 | ||||||||||||||||||||||||
Other non-monetary items | (21,633 | ) | (37,432 | ) | (99,280 | ) | 55,809 | (43,943 | ) | (25,800 | ) | |||||||||||||||||||||
II. Profit for the year adjusted by non monetary items | 758,671 | 776,445 | 752,924 | |||||||||||||||||||||||||||||
II. Profit/(loss) for the year adjusted by non-monetary items | 851,013 | 736,361 | 788,077 | |||||||||||||||||||||||||||||
Variations in working capital | ||||||||||||||||||||||||||||||||
Changes in working capital | ||||||||||||||||||||||||||||||||
Inventories | (4,590 | ) | (1,343 | ) | (1,991 | ) | 5,215 | (4,590 | ) | (1,343 | ) | |||||||||||||||||||||
Trade and other receivables | 11 | (790 | ) | (71,505 | ) | 5,564 | 11 | 48,521 | (790 | ) | (71,505 | ) | ||||||||||||||||||||
Trade payables and other current liabilities | 17 | (9,771 | ) | (36,533 | ) | (4,898 | ) | 17 | (25,782 | ) | (9,771 | ) | (36,533 | ) | ||||||||||||||||||
Financial investments and other current assets/liabilities | (18,061 | ) | (3,970 | ) | (17,019 | ) | (31,081 | ) | 4,249 | (15,602 | ) | |||||||||||||||||||||
III. Variations in working capital | (33,212 | ) | (113,351 | ) | (18,344 | ) | ||||||||||||||||||||||||||
III. Changes in working capital | (3,127 | ) | (10,902 | ) | (124,983 | ) | ||||||||||||||||||||||||||
Income tax received/(paid) | (16,425 | ) | (23 | ) | (12,525 | ) | (51,684 | ) | (16,425 | ) | (23 | ) | ||||||||||||||||||||
Interest received | 5,148 | 10,135 | 6,726 | 2,519 | 5,148 | 10,135 | ||||||||||||||||||||||||||
Interest paid | (275,961 | ) | (309,625 | ) | (327,738 | ) | (293,098 | ) | (275,961 | ) | (309,625 | ) | ||||||||||||||||||||
A. Net cash provided by operating activities | 438,221 | 363,581 | 401,043 | 505,623 | 438,221 | 363,581 | ||||||||||||||||||||||||||
Acquisitions of subsidiaries and entities under equity method | 5&7 | 2,453 | (173,366 | ) | (70,672 | ) | ||||||||||||||||||||||||||
Acquisitions of subsidiaries and entities under the equity method | 5&7 | (362,449 | ) | 2,453 | (173,366 | ) | ||||||||||||||||||||||||||
Investments in contracted concessional assets* | 6 | (1,361 | ) | 22,009 | 68,048 | 6 | (24,682 | ) | (1,361 | ) | 22,009 | |||||||||||||||||||||
Distributions from entities under the equity method | 7 | 22,246 | 30,443 | 4,432 | 7 | 34,883 | 22,246 | 30,443 | ||||||||||||||||||||||||
Other non-current assets/liabilities | (29,198 | ) | 2,703 | (16,668 | ) | 1,093 | (29,198 | ) | 2,703 | |||||||||||||||||||||||
B. Net cash (used in)/provided by investing activities | (5,860 | ) | (118,211 | ) | (14,860 | ) | ||||||||||||||||||||||||||
B. Net cash used in investing activities | (351,155 | ) | (5,860 | ) | (118,211 | ) | ||||||||||||||||||||||||||
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 | ) | |||||||||||||||||||||||||
Proceeds from project debt | 15 | 14,560 | 603,949 | 5,860 | ||||||||||||||||||||||||||||
Proceeds from corporate debt | 14 | 429,014 | 678,651 | �� | 352,966 | |||||||||||||||||||||||||||
Repayment of project debt | 15 | (418,265 | ) | (621,691 | ) | (282,255 | ) | |||||||||||||||||||||||||
Repayment of corporate debt | 14 | (376,154 | ) | (502,042 | ) | (320,815 | ) | |||||||||||||||||||||||||
Dividends paid to Company´s shareholders | 13 | (168,659 | ) | (159,002 | ) | (133,289 | ) | 13 | (190,638 | ) | (168,659 | ) | (159,002 | ) | ||||||||||||||||||
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 | - | ||||||||||||||||||||||||||||
Dividends paid to non-controlling interest | 13 | (28,134 | ) | (22,944 | ) | (29,239 | ) | |||||||||||||||||||||||||
Purchase of Liberty´s Interactive's equity interests in Solana | 1 | 0 | (266,850 | ) | 0 | |||||||||||||||||||||||||||
Non-controlling interest capital contribution | 0 | 0 | 92,303 | |||||||||||||||||||||||||||||
Capital increase | 13 | 162,246 | 30,000 | - | 13 | 189,454 | 162,246 | 30,000 | ||||||||||||||||||||||||
C. Net cash used in financing activities | (137,340 | ) | (310,182 | ) | (405,231 | ) | (380,163 | ) | (137,340 | ) | (310,182 | ) | ||||||||||||||||||||
Net increase/(decrease) in cash and cash equivalents | 295,021 | (64,812 | ) | (19,048 | ) | (225,695 | ) | 295,021 | (64,812 | ) | ||||||||||||||||||||||
Cash and cash equivalents at beginning of the year | 12 | 562,795 | 631,542 | 669,387 | 12 | 868,501 | 562,795 | 631,542 | ||||||||||||||||||||||||
Translation differences cash and cash equivalents | 10,685 | (3,935 | ) | (18,797 | ) | |||||||||||||||||||||||||||
Translation differences in cash and cash equivalents | (20,117 | ) | 10,685 | (3,935 | ) | |||||||||||||||||||||||||||
Cash and cash equivalents at the end of the year | 12 | 868,501 | 562,795 | 631,542 | 12 | 622,689 | 868,501 | 562,795 |
* | Includes proceeds for |
(1) | Notes 1 to 23 are an integral part of the |
Note 1.- Nature of the business | |
Note 2.- Significant accounting policies | |
Note 3.- Financial risk management | |
Note 4.- Financial information by segment | |
Note 5.- Business combinations | |
Note 6.- Contracted concessional assets | |
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 | |
Note 11.- Trade and other receivables | |
Note 12.- Cash and cash equivalents | |
Note 13.- Equity | |
Note 14.- Corporate debt | |
Note 15.- Project debt | |
Note 16.- Grants and other liabilities | |
Note 17.-Trade payables and other current liabilities | |
Note 18.- Income tax | |
Note 19.- Commitments, third-party guarantees, contingent assets and liabilities | |
Note 20.- Employee benefit expenses and other operating income and expenses | |
Note 21.- Financial expense, net | |
Note 22.- Earnings per share | |
Note 23.- Other information | |
Appendices(1) |
- | 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 an approximately 35% stake and has a strategic investor role. The first investment was the acquisition of a 55 MW solar PV plant (“Chile PV 1”). 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”). The 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 sign Power Purchase Agreements (“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) for the acquisition of a 51% stake in Tenes, a water desalination plant in Algeria. Closing of the acquisition was subject to certain conditions precedent, which were not fulfilled. On May |
- | On August |
Assets | Type | Ownership | Location | Currency(9) | Capacity (Gross) | Counterparty Credit Ratings(10) | COD* | Contract Years Left(14) | Type | Ownership | Location | Currency(9) | Capacity (Gross) | Counterparty Credit Ratings(10) | COD* | Contract Years Remaining(16) |
Solana | Renewable (Solar) | 100% | Arizona (USA) | USD | 280 MW | A-/A2/A- | 2013 | 23 | Renewable (Solar) | 100% | Arizona (USA) | USD | 280 MW | BBB+/A3/BBB+ | 2013 | 22 |
Mojave | Renewable (Solar) | 100% | California (USA) | USD | 280 MW | BB-/WR/BB | 2014 | 19 | Renewable (Solar) | 100% | California (USA) | USD | 280 MW | BB-/ -- /BB | 2014 | 18 |
Chile PV I | Renewable (Solar) | 35%(8) | Chile | USD | 55 MW | N/A | 2016 | N/A | ||||||||
Coso | Renewable (Geothermal) | 100% | California (USA) | USD | 135 MW | Investment Grade(11) | 1987-1989 | 17 | ||||||||
Elkhorn Valley | Renewable (Wind) | 49% | Oregon (USA) | USD | 101 MW | BBB/A3/-- | 2007 | 6 | ||||||||
Prairie Star | Renewable (Wind) | 49% | Minnesota (USA) | USD | 101 MW | --/A3/A- | 2007 | 6 | ||||||||
Twin Groves II | Renewable (Wind) | 49% | Illinois (USA) | USD | 198 MW | BBB-/Baa2/-- | 2008 | 4 | ||||||||
Lone Star II | Renewable (Wind) | 49% | Texas (USA) | USD | 196 MW | Not rated | 2008 | 1 | ||||||||
Chile PV 1 | Renewable (Solar) | 35%(1) | Chile | USD | 55 MW | N/A | 2016 | N/A | ||||||||
Chile PV 2 | Renewable (Solar) | 35%(1) | Chile | USD | 40 MW | Not rated | 2017 | 9 | ||||||||
La Sierpe | Renewable (Solar) | 100% | Colombia | COP | 20 MW | Not rated | 2021 | 14 | ||||||||
Palmatir | Renewable (Wind) | 100% | Uruguay | USD | 50 MW | BBB/Baa2/BBB-(12) | 2014 | 12 | ||||||||
Cadonal | Renewable (Wind) | 100% | Uruguay | USD | 50 MW | BBB/Baa2/BBB-(12) | 2014 | 13 | ||||||||
Melowind | Renewable (Wind) | 100% | Uruguay | USD | 50 MW | BBB/Baa2/BBB- | 2015 | 14 | ||||||||
Mini-Hydro | Renewable (Hydraulic) | 100% | Peru | USD | 4 MW | BBB+/Baa1/BBB | 2012 | 11 | ||||||||
Solaben 2 & 3 | Renewable (Solar) | 70%(1) | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 17/16 | Renewable (Solar) | 70%(2) | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 16/16 |
Solacor 1 & 2 | Renewable (Solar) | 87%(2) | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 16/16 | Renewable (Solar) | 87%(3) | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 15/15 |
PS10 & PS20 | Renewable (Solar) | 100% | Spain | Euro | 31 MW | A/Baa1/A- | 2007& 2009 | 11/13 | Renewable (Solar) | 100% | Spain | Euro | 31 MW | A/Baa1/A- | 2007&2009 | 10/12 |
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 |
Helioenergy 1 & 2 | Renewable (Solar) | 100% | Spain | Euro | 2x50 MW | A/Baa1/A- | 2011 | 15/15 |
Helios 1 & 2 | Renewable (Solar) | 100% | Spain | Euro | 2x50 MW | A/Baa1/A- | 2012 | 15/16 |
Solnova 1, 3 & 4 | Renewable (Solar) | 100% | Spain | Euro | 3x50 MW | A/Baa1/A- | 2010 | 13/13/14 |
Solaben 1 & 6 | Renewable (Solar) | 100% | Spain | Euro | 2x50 MW | A/Baa1/A- | 2013 | 17/17 |
Seville PV | Renewable (Solar) | 80%(4) | Spain | Euro | 1 MW | A/Baa1/A- | 2006 | 14 |
Italy PV 1 | Renewable (Solar) | 100% | Italy | Euro | 1.6 MW | BBB/Baa3/BBB | 2010 | 9 |
Italy PV 2 | Renewable (Solar) | 100% | Italy | Euro | 2.1 MW | BBB/Baa3/BBB | 2011 | 9 |
Italy PV 3 | Renewable (Solar) | 100% | Italy | Euro | 2.5 MW | BBB/Baa3/BBB | 2012 | 10 |
Kaxu | Renewable (Solar) | 51%(5) | South Africa | Rand | 100 MW | BB-/Ba2/BB-(13) | 2015 | 13 |
Calgary | Efficient natural gas &heat | 100% | Canada | CAD | 55 MWt | ~41% A+ or higher(14) | 2010 | 19 |
ACT | Efficient natural gas & heat | 100% | Mexico | USD | 300 MW | BBB/ Ba3/BB- | 2013 | 11 |
Monterrey | Efficient natural gas &heat | 30% | Mexico | USD | 142 MW | Not rated | 2018 | 17 |
ATN (15) | Transmission line | 100% | Peru | USD | 379 miles | BBB+/Baa1/BBB | 2011 | 19 |
ATS | Transmission line | 100% | Peru | USD | 569 miles | BBB+/Baa1/BBB | 2014 | 22 |
ATN 2 | Transmission line | 100% | Peru | USD | 81 miles | Not rated | 2015 | 11 |
Quadra 1 & 2 | Transmission line | 100% | Chile | USD | 49 miles/32 miles | Not rated | 2014 | 13/13 |
Palmucho | Transmission line | 100% | Chile | USD | 6 miles | BBB/ -- /A- | 2007 | 16 |
Chile TL3 | Transmission line | 100% | Chile | USD | 50 miles | A/A1/A- | 1993 | Regulated |
Skikda | Water | 34.2%(6) | Algeria | USD | 3.5 M ft3/day | Not rated | 2009 | 12 |
Honaine | Water | 25.5%(7) | Algeria | USD | 7 M ft3/day | Not rated | 2012 | 16 |
Tenes | Water | 51%(8) | Algeria | USD | 7 M ft3/day | Not rated | 2015 | 18 |
(1) | 65% of the shares in Chile PV 1 and Chile PV 2 are indirectly held by financial partners through the renewable energy platform of the Company in Chile. |
(2) | Itochu Corporation |
(3) | JGC holds 13% of the shares in each of Solacor 1 and Solacor 2. |
(4) | Instituto para la Diversificación y Ahorro de la Energía (“Idae”) holds 20% of the shares in Seville PV. |
(5) | Kaxu is owned by the Company (51%), Industrial Development Corporation of South Africa (29%) and Kaxu Community Trust (20%). |
(6) | Algerian Energy Company, SPA owns 49% of Skikda and Sacyr Agua, S.L. owns the remaining 16.8%. |
(7) | Algerian Energy Company, SPA owns 49% of Honaine and Sacyr Agua, S.L. owns the remaining 25.5%. |
(8) | Algerian Energy Company, SPA owns 49% of Tenes. |
(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 two Community Choice Aggregators: Silicon Valley Clean Energy and Monterrey Bar Community Power, both with A Rating from S&P and Southern California Public Power Authority. The third off-taker is not rated. |
(12) | Refers to the credit rating of Uruguay, as UTE (Administración Nacional de Usinas y Transmisoras Eléctricas) is unrated. |
(13) | Refers to the credit rating of the Republic of South Africa. The off-taker is Eskom, which is a state-owned utility company in South Africa. |
(14) | Refers to the credit rating of a diversified mix of 22 high credit quality clients (~41% A+ rating or higher, the rest is unrated). |
(15) | Including ATN Expansion 1 & 2. |
(16) | As of December 31, 2021. |
(*) | Commercial Operation Date. |
- | COVID-19 |
- | The rapid increase in demand in 2021 after the slowdown in 2020 caused tensions in the supply chains, including delays to obtain some components and increased prices. If the Company |
- | The Company could also experience commercial disputes with its clients, suppliers and partners related to implications of |
- | Many governments have implemented and may continue to implement stimulus measures to reduce the negative impact of COVID-19 in the |
a) | Standards, interpretations and amendments effective from The applications of these amendments have not had any Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. These amendments
The Company intends to use the practical expedients in future periods if they become applicable.
The Company does not anticipate any significant impact on the The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Effect of IBOR reform Following the financial crisis, the reform and replacement of benchmark interest rates such as LIBOR and It is currently expected that alternative 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,
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 and phase 2 amendments to IFRS 9 and IFRS 7 for IBOR reform, effective January 1st, 2020 and January 1st, 2021, respectively, have been applied to the hedging relationship:
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:
2.2. Principles to include and record companies in the consolidated financial statements Companies included in these
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 previously 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 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.
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 Controlled entities and associates included in these financial statements as of December 31, 2.3. Contracted concessional assets Contracted concessional assets The application of IFRIC 12 requires extensive judgement in relation 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
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 Allowance for expected credit losses According to IFRS 9, Atlantica 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 The key elements of the ECL calculations, based on external sources of information, are the following:
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.
According to In the case of contracts related to intangible or financial assets under IFRIC 12, the performance obligation of the Company is the operation of the asset. The contracts between the parties set the price of the service in an orderly transaction and therefore corresponds to the fair value of the service provided. The service is satisfied over time. The same conclusion applies to concessional assets that are classified as tangible assets under IAS 16 or leases under IFRS 16. All of the transaction prices of assets under IFRIC 12 are fixed and included as part of the long-term PPAs of the Company as disclosed in Appendix III-2. In the case of financial asset under IFRIC 12, the financial asset accounts for the payments to be received from the client over the residual life of the contract, discounted at a theoretical internal rate of return for the project. In each period, the financial asset is reduced by the amounts received from the client and increased by any capital expenditure that the project may incur and by the effect of unwinding the discount of the financial asset at the theoretical internal rate of return. The increase of the financial asset deriving from the unwinding of the discount of the financial asset is recorded as revenue in each period. Revenue will therefore differ from the actual billings made by the asset to the client in each period. In the case of Spain, according to Royal Decree 413/2014, solar electricity producers receive: (i) the market price for the power they produce, (ii) a payment based on the standard investment cost for each type of plant (without any relation whatsoever to the amount of power they generate) and (iii) an “operating payment” (in €/MWh produced). The principle driving this economic regime is that the payments received by a renewable energy producer should be equivalent to the costs that they are unable to recover on the electricity pool market where they compete with non-renewable technologies. This economic regime seeks to allow a “well-run and efficient enterprise” to recover the costs of building and running a plant, plus a reasonable return on investment (project investment rate of return). Some of the Company´s assets in Spain are receiving a remuneration based on a 7.09% reasonable rate of return until December 31, 2025 while others are receiving a remuneration based on a 7.398% reasonable rate of return until December 31, 2031. 2.4. Asset impairment Atlantica reviews its contracted concessional assets to identify any indicators of impairment at least 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 F-21 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:
Ineffectiveness is measured following the 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:
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. In the case of modification of terms of loans and borrowings, the Company determines whether the modification constitutes an exchange or an extinguishment of the debt instrument. In determining whether there is an exchange, the Company evaluates whether the redemption of the old debt and the issuance of new debt were negotiated in contemplation of one another (qualitative assessment) and performs the 10 per cent test to determine if the terms of the modified debt are substantially different (the net present value of the modified cash flows, including any fees paid net of any fees received, is higher than 10% different from the net present value of the remaining cash flows of the liability prior to the modification, both discounted at the original effective interest rate). When the terms of the modified liability are substantially different, the modification is accounted for as an extinguishment of the original liability and recognition of a new liability. 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 Deferred tax assets are recognized 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 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 Non-controlling interest represents interest Share Capital, Share Premium and Capital Reserves represent the Parent’s net investment in the entities included in these The costs of issuing equity instruments are accounted for as a deduction from equity. 2.17. Provisions and contingencies Provisions are recognized when:
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 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 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
As of the date of preparation of these 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, Euribor and 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:
In connection with the interest rate derivative positions of the Company, the most significant impacts on these A breakdown of the interest rates derivatives as of December 31,
The main cash flows in the entities included in these 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
The Company considers that it has a limited credit risk with clients as revenues primarily 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 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: 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 In order to assess performance of the business, the CODM receives reports of each reportable segment using In the
The reconciliation of segment Adjusted EBITDA with the
Assets and liabilities by geography as of December 31, 2021:
Assets and liabilities by geography as of December 31, 2020:
Assets and liabilities by
Assets and liabilities by business sectors as of December 31, 2020:
Note 5.- Business combinations For the year ended December 31, 2021 On January 6, 2021, the Company completed its second investment through its Chilean renewable energy platform in a 40 MW solar PV plant, Chile PV 2, located in Chile, for approximately $5 million. Atlantica has control over Chile PV 2 under IFRS 10, Consolidated Financial Statements. The acquisition of Chile PV 2 has been accounted for in these Consolidated Financial Statements in accordance with IFRS 3, Business Combinations, showing 65% of non-controlling interests. Chile PV 2 is included within the Renewable energy sector and the South America geography. On January 8, 2021, the Company completed the purchase of an additional 42.5% stake in Rioglass, a supplier of spare parts and services to the solar industry, increasing its stake from 15% to 57.5% and gaining control over the business under IFRS 10, Consolidated Financial Statements. The purchase price paid was $8.6 million, and the Company paid an additional $3.7 million (deductible from the final payment) for an option to acquire the remaining 42.5% under the same conditions until September 2021. On July 22, 2021, the Company exercised the option paying an additional $4.8 million, becoming the sole shareholder of the entity. Rioglass is included within the Renewable energy sector and the EMEA geography. The acquisition of Rioglass has been accounted for in these Consolidated Financial Statements in accordance with IFRS 3, Business Combinations. On April 7, 2021, the Company closed the acquisition of Coso, a 135 MW renewable asset in California. The purchase price paid was $130 million. Atlantica has control over Coso under IFRS 10, Consolidated Financial Statements and its acquisition has been accounted for in these Consolidated Financial Statements in accordance with IFRS 3, Business Combinations. Coso is included within the Renewable energy sector and the North America geography. On May 14, 2021, the Company closed the acquisition of Calgary District Heating, a district heating asset of approximately 55 MWt in Canada. The purchase price paid was approximately $22.7 million. The acquisition has been accounted for in these Consolidated Financial Statements in accordance with IFRS 3, Business Combinations. Calgary District Heating is included within the Efficient natural gas and Heat sector and the North America geography. On August 6, 2021, the Company closed the acquisition of Italy PV 1 and Italy PV 2, 2 solar PV plants in Italy with a combined capacity of 3.7 MW for a total equity investment of $9 million. The acquisition has been accounted for in these Consolidated Financial Statements in accordance with IFRS 3, Business Combinations. These assets are included within the Renewable energy sector and the EMEA geography. On November 25, 2021, the Company closed the acquisition of La Sierpe, a 20 MW solar PV plant in Colombia for a total equity investment of approximately $23.5 million. The acquisition has been accounted for in these Consolidated Financial Statements in accordance with IFRS 3, Business Combinations. La Sierpe is included within the Renewable energy sector and the South America geography. On December 14, 2021, the Company closed the acquisition of Italy PV 3, a 2.5 MW solar asset in Italy for a total equity investment of approximately $4.0 million. The acquisition has been accounted for in these Consolidated Financial Statements in accordance with IFRS 3, Business Combinations. Italy PV 3 is included within the Renewable Energy sector and the EMEA geography. The fair value of assets and liabilities consolidated at the effective acquisition date is shown in the following table:
The purchase price equals the fair value of the net assets acquired. The allocation of the purchase price is provisional as of December 31, 2021 and 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, 2021. The measurement period will not exceed one year from the acquisition dates. The amount of revenue contributed by the acquisitions performed during 2021 to the Consolidated Financial Statements of the Company for the year 2021 is $163.5 million, and the amount of profit after tax is $0.8 million. Had the acquisitions been consolidated from January 1, 2021, the consolidated statement of comprehensive income would have included additional revenue of $17.7 million and additional profit after tax of $3.3 million. 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 On May 31, 2020, the Company obtained The
The purchase price The amount of revenue contributed by the acquisitions performed during 2020 to the In April and May 2021, the Note 6.- Contracted concessional assets Contracted concessional assets For further details on the application of IFRIC 12 to
The increase in the contracted concessional assets cost is primarily due to business combinations for a total amount of $542 million (Note 5), partially offset by the lower value of the Euro denominated assets since the exchange rate of the Euro decreased against the U.S. dollar since December 31, 2020. This increase is mainly offset by the amortization charge for the year and the impairment registered in Solana (see below). The decrease included in “Reclassification and other movement” is mainly due to the reclassification from the long to the short term of the current portion of the contracted concessional financial assets. Solana triggering event of impairment Considering the delays in the improvements and replacements that the Company is carrying out in the storage system in Solana and their impact on production in 2021, as well as an increase in the discount rate, the Company identified an impairment triggering event, in accordance with IAS 36, Impairment of assets. As a result, an impairment test has been performed which resulted in the recording of an impairment loss of $43 million as of December 31, 2021. The impairment has been recorded within the line “Depreciation, amortization and impairment charges” of the consolidated income statement, decreasing the amount of “Contracted concessional assets” pertaining to the Renewable energy sector and the North America geography. The recoverable amount considered is the value in use and amounts to $943 million for Solana, as of December 31, 2021. 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 4.5% and 5.0%. An adverse change in the key assumptions which are individually used for the valuation could lead to future impairment recognition; specifically, a 5% decrease in generation over the entire remaining useful life (PPA) of the project would generate an additional impairment of approximately $69 million. An increase of 50 basis points in the discount rate would lead to an additional impairment of approximately $41 million. The Company did not identify any other triggering event of impairment of its contracted concessional assets as of December 31, 2021. Expected credit losses The impairment provision based on the expected credit losses on contracted concessional financial assets, calculated in accordance with IFRS 9, Financial instruments, decreased by $25 million in the year ended December 31, 2021, primarily in ACT following an improvement of its client’s credit risk metrics.
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 The decrease included in “Reclassification and other movements” Solana storage system partial write-off The availability in the storage system of Solana 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 An adverse change in the key assumptions which are individually used for the valuation would not 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 The Company The main impacts recorded prospectively in these
In addition, reducing the useful life of the solar plants in Spain 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 An adverse change in the key assumptions which 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
Note 7.- Investments carried under the equity method The table below shows the breakdown and the movement of the investments held in associates for
F-40 The tables below
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 (*) 2007 Vento II, LLC, is the holding company of a 596 MW portfolio of wind assets in the U.S., 0.49% owned by Atlantica since June 16, 2021, and accounted for under the equity method in these Consolidated Financial Statements (Note 1).Share of profit of 2007 Vento II, LLC. included in these Consolidated Financial Statements amounts to $8.4 million in 2021. (**) Windlectric Inc., the project entity, is 100% owned by Amherst Island Partnership which is accounted for under the equity methodin these Consolidated Financial Statements. (***) 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 (****) 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 (** Note 8.- Financial instruments by category Financial instruments, in addition to financial assets included within 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,
F-42
Other financial investments as of December 31, 2021 and as of December 31, 2020 include among others, a loan to Monterrey (Note 7) and restricted cash for repairs or scheduled major maintenance work. Investment in Ten West Link is a 12.5% interest in a 114-mile transmission line in the U.S., currently under development. Note 9.- Derivative financial instruments The breakdowns of the fair value amount of the derivative financial instruments as of December 31,
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
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:
The table below shows a breakdown of the maturities of notional amounts of interest rate cash flow hedge derivatives as of December 31,
The table below shows a breakdown of the maturity of the fair values of interest rate cash flow hedge derivatives as of December 31,
The net amount of the fair value of interest rate derivatives designated as cash flow hedges transferred to the consolidated income statement in The after-tax result accumulated in equity in connection with derivatives designated as cash flow hedges at the years ended December 31, Additionally, the Company Finally, the conversion option of the Green Exchangeable Notes issued in July 2020 (Note 14) is recorded as a derivative with a negative fair value (liability) of $17 million as of December 31, 2021 ($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 Details of balances with related parties as of December 31,
Current credit receivables as of December 31, Non-current credit receivables as of December 31, Credit payables relate to debts with non-controlling The transactions carried out by entities included in these
The total amount of the remuneration received by the Board of Directors of the Company, including the CEO, amounts to Note 11.- Trade and other receivables Trade and other receivable as of December 31,
As of December 31, Trade receivables in foreign currency as of December 31,
The decrease in trade receivables in Euro as of December 31, 2021 is primarily due to the improvement in the collection of receivables from the Spanish state-owned regulator Comision Nacional de los Mercados y de la Competencia or “CNMC” (solar assets in Spain). Note 12.- Cash and cash equivalents The following table shows the detail of Cash and cash equivalents as of December 31,
Cash includes funds held to satisfy the customary requirements of certain non-recourse debt agreements within the Company´s projects (Note 15) amounting to The following breakdown shows the main currencies in which cash and cash equivalent balances are denominated:
Note 13.- Equity As of December 31, Algonquin 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, the 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 During the first quarter of 2021, the Company changed the accounting treatment applied to its existing long-term incentive plans granted to employees from cash-settled to equity-settled in accordance with IFRS 2, Share-based Payment, as a result of incentives being settled in shares. The liability recognized for the rights vested by the employees under such plans at the date of this change, was reclassified to equity within the line “Accumulated deficit” for approximately $9 million. The settlement in shares was approved by the Board of Directors on February 26, 2021, and the Company issued 141,482 new shares to its employees up to December 31, 2021, to settle a portion of these plans. On August 3, 2021, the Company established an “at-the-market program” (the “ATM”) and entered into the distribution agreement with J.P. Morgan Securities LLC, as sales agent, (the “Distribution Agreement”) under which the Company may offer and sell from time to time up to $150 million of its ordinary shares. The Company also entered into an agreement with Algonquin pursuant to which the Company has offered Algonquin the right but not the obligation, on a quarterly basis, to purchase a number of ordinary shares to maintain its percentage interest in Atlantica at the average price of the shares sold under the Distribution Agreement in the previous quarter (the “ATM Plan Letter Agreement”). During the year 2021, the Company sold 1,613,079 shares at an average market price of $38.43 pursuant to its Distribution Agreement, representing net proceeds of $61 million. Pursuant to the ATM Plan Letter Agreement, the Company delivers a notice to Algonquin quarterly in order for them to exercise their rights thereunder. Atlantica´s reserves as of December 31, 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 Algerian Energy Company, SPA in Tenes, by Industrial Development Corporation of South Africa (IDC) and Kaxu Community Trust in Kaxu, by Algonquin Power Co. in AYES Canada, Additional information of subsidiaries including material non-controlling interests as of December 31, 2021 and 2020, Dividends declared during the year
In addition, the Company declared dividends and distributions to non-controlling interests, primarily to Algonquin As of December 31, Note 14.- Corporate debt The breakdown of the corporate debt as of December 31,
On July 20, 2017, the Company signed a credit facility (the “2017 Credit Facility”) for up to €10 million, approximately On May 10, 2018, the Company entered into F-48 On April 30, 2019, the Company entered into the Note Issuance Facility 2019, 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, 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 On April 1, 2020, the Company closed the secured 2020 Green Private Placement for €290 million (approximately On July 8, 2020, the Company entered into the Note Issuance Facility 2020, a senior unsecured financing On July 17, 2020, the Company issued the Green Exchangeable Notes for $100 million in aggregate principal amount of 4.00% convertible bonds 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 On December 4, 2020, the Company entered into a loan with a bank for €5 million, approximately $5.7 million. This loan accrues interest at a rate per year equal to 2.50%. The maturity date is December 4, 2025. On May 18,2021, the Company issued the Green Senior Notes due in 2028 in an aggregate principal amount of $400 million. The notes mature on May 15, 2028 and bear interest at a rate of 4.125% per annum payable on June 15 and December 15 of each year, commencing December 15,2021. The repayment schedule for the corporate debt as of December 31, 2021 is as follows:
The repayment schedule for the corporate debt as of December 31, 2020 is as follows:
The following table details the movement in corporate debt for the years
The non-cash changes primarily relate to interests accrued and to currency translation differences. Note 15.- Project debt This note shows the project debt linked to the contracted concessional assets included in Note 6 of these 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 The variations in 2021 of project debt has been the following:
The decrease in total project debt as of December 31, 2021 is primarily due to:
The decrease of project debt during the year 2021 has been partially offset by the business combinations, being the acquisitions of Rioglass, Coso, Chile PV 2, Italy PV 1 and Italy PV 3 for a total amount of $327 million (Note 5). Interest accrued are offset by a similar amount of interest paid during the year. The Kaxu project financing arrangement contains cross-default provisions related to Abengoa such that debt defaults by Abengoa, subject to certain The variations in 2020
The increase in total project debt as of December 31, 2020
The increase of Additionally, on June 12, 2020 the Company refinanced the debt of Cadonal (Uruguay). The terms of the new debts 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.
The
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:
The following table details the movement in
The non-cash changes primarily relate to The equivalent in U.S. dollars of the
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,
As of December 31, 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 Total amount of income for these Other liabilities
Note 17.- Trade payables and other current liabilities Trade payables and other current liabilities as of December 31,
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,
After offsetting deferred tax assets and deferred tax liabilities, where applicable, the resulting net amounts presented on the consolidated balance sheet are as follows:
Most of the NOL´s recognized as deferred tax assets corresponds to the entities in the U.S., South Africa, As of December 31, Deferred tax assets for derivatives financial instruments as of December 31, As of December 31, Deferred tax liabilities for other temporary differences between the tax and book value of contracted concessional assets relate primarily to ACT for 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 The movements in deferred tax assets and liabilities during the years ended December 31,
Details of income tax for the years ended December 31, 2021, 2020
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, 2021, 2020, and 2019,
For the year ended December 31, 2021, the overall effective tax rate was different than the average statutory rate of 25% primarily due to unrecognized tax losses carryforwards, mainly in the UK entities and to provisions recorded for potential tax contingencies in some jurisdictions. For the year ended December 31, 2020, the overall effective tax rate was different than the average 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 For the Any uncertain tax 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,
* Purchase commitments include lease commitments for Third-party guarantees As of December 31, Corporate debt guarantees The payment obligations under the Green Senior Notes, the Revolving Credit Facility, the Note Issuance Facility 2020 Legal Proceedings In In addition, during 2021, Atlantica is not a party to any other significant legal While 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, 2021, 2020
The increase in employee benefit expenses in 2021 compared to 2020 is primarily due to the acquisition of Rioglass and Coso made effective in January 2021 and April 2021, respectively. The increase in 2020 compared to 2019 Other operating income and expenses The table below shows the detail of Other operating income and expenses for the years ended December 31, 2021, 2020
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). Note 21.- Financial expense, net The following table sets forth financial income and expenses for the years ended December 31, 2021, 2020
Financial interest income from loans and credits Interest on loans and Losses from interest rate derivatives designated as cash flow hedges primarily correspond 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/ The following table sets out Other financial income/
Other financial income in Other financial losses include Note 22.- Earnings per share Basic earnings per share have been calculated by dividing the profit/(loss) attributable to equity holders of the Company by the average number of outstanding shares. Diluted earnings per share for the year Diluted earnings per share for the year 2020
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, 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, On January receive contracted or regulated payments. On February
Entities included in the Group as subsidiaries as of December 31, 2021
The Appendices are an integral part of the Notes to the Consolidated Financial Statements. Entities included in the Group as subsidiaries as of December 31, 2020
The Appendices are an integral part of the Notes to the
The Appendices are an integral part of the Notes to the Investments recorded under the equity method as of December 31, 2020
The Appendices are an integral part of the Notes to the
services as of December 31, 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. 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. Solaben 2 & Solaben 3 The Solaben 2 and Solaben 3 are two 50 MW Solar Power facilities and reached COD in 2012. Itochu Corporation holds 30% of Solaben 2 & Solaben 3. 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. 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. Helios 1 & 2 The Helios 1 and 2 solar plants are located in Spain and reached COD in 2012. Helioenergy 1 & 2 The Helioenergy 1 and 2 solar plants are located in Ecija, Spain, and reached COD in 2011. Solaben 1 & 6 The Solaben 1&6 50 MW solar plants are located in the municipality of Logrosán, Spain and reached COD in 2013. Kaxu Kaxu Solar One, or Kaxu, is a 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. Company. ATS is part of the 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. ATN is a 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 ATN 2 The Client is Las Bambas Mining Company. 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. Both projects have concession agreements with Sierra Gorda SCM. The 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 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. 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 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 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.
The Appendices are an integral part of the Notes to the
The Appendices are an integral part of the Notes to the Additional information of subsidiaries including material non-controlling interest as of December 31,
* Stand-alone figures as of December 31, ** 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 Additional
* Stand-alone figures as of December 31, ** 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 F-84 |