Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis should be read together with, and is qualified in its entirety by reference to, our Consolidated Condensed Interim Financial Statements and our Annual Consolidated Financial Statements prepared in accordance with IFRS as issued by the IASB and other disclosures including the disclosures under “Part II. Item 1A. Risk Factors” and “Item 3.D – Risk Factors” in our Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs, which are based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in such forward-looking statements. The results shown here are not necessarily indicative of the results expected in any future period. Please see our Annual Report for additional discussion of various factors affecting our results of operations.
Overview
We are a sustainable infrastructure company with a majority of our business in renewable energy assets. In 2020, our renewable sector represented approximately 74% of our revenue, with solar energy representing approximately 70%. We complement our renewable assets portfolio with storage, efficient natural gas and heat and transmission infrastructure assets, as enablers of the transition towards a clean energy mix. We are also present in water infrastructure assets, a sector at the core of sustainable development. Our purpose is to support the transition towards a more sustainable world by investing in and managing sustainable infrastructure, while creating long-term value for our investors and the rest of our stakeholders.
As of the date of this quarterly report, we own or have an interest in a portfolio of diversified assets, both in terms of business sector and geographic footprint. Our portfolio consists of 34 assets with 2,018 MW of aggregate renewable energy installed generation capacity (of which approximately 71% is solar), 343 MW of efficient natural gas-fired power generation capacity, 55MWt of district heating capacity, 1,166 miles of transmission lines and 17.5 M ft3 per day of water desalination.
We currently own and manage operating facilities in North America (United States, Canada and Mexico), South America (Peru, Chile, and Uruguay) and EMEA (Spain, Algeria and South Africa). We intend to expand our portfolio, while maintaining North America, South America and Europe as our core geographies.
Our assets generally have contracted revenue (regulated revenue in the case of our Spanish assets and one transmission line in Chile). We focus on long-life facilities, as well as long-term agreements that we expect to produce stable, long-term cash flows. As of June 30, 2021, our assets had a weighted average remaining contract life of approximately 16 years. Most of the assets we own, or which we hold an interest in, have project-finance agreements in place. We intend to grow our cash available for distribution and our dividend to shareholders through organic growth and by investing in new assets and/or businesses where revenue may not be fully contracted.
We believe we can achieve organic growth through the optimization of the existing portfolio, escalation factors at many of our assets and the expansion of current assets, particularly our transmission lines, to which new assets can be connected. Additionally, we should have repowering opportunities in certain existing renewable energy assets.
Additionally, we expect to acquire assets from third parties leveraging the local presence and network we have in geographies and sectors in which we operate. We have also entered into and intend to enter into agreements or partnerships with developers and asset owners to acquire assets. We also invest directly and through investment vehicles with partners in assets under development or construction.
We have signed a ROFO agreement with AAGES, a joint venture designed to invest in the development and construction of contracted clean energy and contracted water infrastructure assets, created by Algonquin, a North American diversified generation, transmission and distribution utility company that owns a 44.2% stake in our capital stock.
With this business model, our objective is to pay a consistent and growing cash dividend to shareholders that is sustainable on a long-term basis. We expect to distribute a significant percentage of our cash available for distribution as cash dividends and we will seek to increase such cash dividends over time through organic growth and through the acquisition of assets. Pursuant to our cash dividend policy, we intend to pay a cash dividend each quarter to holders of our shares.
Recent Acquisitions
In January 2019, we entered into an agreement for the acquisition of Tenes, a water desalination plant. Closing of the acquisition was subject to certain conditions precedent, which were not fulfilled. In accordance with the terms of the share purchase agreement, the advance payment made for the acquisition was converted into a secured loan to be reimbursed by Befesa Agua Tenes, together with 12% per annum interest, through a full cash-sweep of all the dividends to be received from the asset. On May 31, 2020, we entered into a new agreement, which provides us with certain additional decision rights and a majority at the board of directors of Befesa Agua Tenes. Therefore, we concluded that we have had control over Tenes since May 31, 2020 and as a result we have fully consolidated the asset from that date.
On April 3, 2020 we made an investment in the creation of a renewable energy platform in Chile, together with financial partners, in which we now own approximately a 35% stake and have a strategic investor role. The first investment was the acquisition of a 55 MW solar PV plant in April 2020 (Chile PV 1). Our initial contribution was approximately $4 million. On January 6, 2021 we closed our second investment through the platform with the acquisition of Chile PV 2, a 40 MW PV plant. This asset started commercial operation in 2017 and its revenue is partially contracted. The total equity investment in this new asset was approximately $5.0 million. We have concluded that we have control over these assets, and we have been fully consolidating them since their respective acquisition dates. The platform intends to make further investments in renewable energy in Chile and to sign PPAs with creditworthy off-takers.
On August 17, 2020 we closed the acquisition of the Liberty Ownership Interest in Solana. Liberty was the tax equity investor in Solana. The total equity investment is expected to be up to $285 million, including earn out, of which $272 million has already been paid. The total price includes a deferred payment and a performance earn-out based on the average annual net production of the asset in the four calendar years with the highest annual net production during the five calendar years of 2020 to 2024.
In December 2020 we reached an agreement with Algonquin to acquire La Sierpe, a 20 MW solar asset in Colombia for a total equity investment of approximately $20 million. Closing is expected to occur after the asset reaches commercial operation, currently expected to occur in the third quarter of 2021. Closing is subject to conditions precedent and regulatory approvals. Additionally, we agreed to invest in additional solar plants in Colombia with a combined capacity of approximately 30 MW.
In January 2021 we closed the acquisition of a 42.5% equity interest in Rioglass, a supplier of spare parts and services in the solar industry, increasing our equity interest to 57.5%. In addition, on July 22, 2021 we exercised the option to acquire the remaining 42.5% equity interest in Rioglass. The total investment made in 2021 to acquire the additional 85% equity interest, resulting in a 100% ownership, has been approximately $17.1 million. We have fully consolidated Rioglass in our EMEA and Renewables segments.
In April, 2021, we closed the acquisition of Coso, a 135 MW renewable asset in California. Coso is the third largest geothermal plant in the United States and provides base load renewable energy to the California Independent System Operator (California ISO). It has PPAs signed with three investment grade off-takers, with a 19-year average contract life. The total equity investment was approximately $130 million. In addition, on July 15, 2021, as previously announced, we paid an additional amount of $40 million to reduce project debt.
In May 2021 we closed the acquisition of Calgary District Heating, a district heating asset in Canada, for a total equity investment of approximately $22.5 million. The asset has availability-based revenue with inflation indexation and 20 years of weighted average contract life. Contracted capacity and volume payments represent approximately 80% of the total revenue.
On June 16, 2021 we closed the acquisition of a 49% interest in a 596 MW wind portfolio in the U.S. for a total equity investment of $198.3 million. EDP Renewables owns the remaining 51%. The assets have PPAs with investment grade off-takers with a five-year average remaining contract life. The portfolio has no debt as of today and we may raise some non-recourse project debt in the future.
In October 2018, we reached an agreement to acquire PTS, a natural gas transportation platform located in Mexico. We initially acquired a 5% stake in the project and had an agreement to acquire an additional 65% stake subject to the asset entering into commercial operation, non-recourse project financing being closed and final approvals and other conditions. Given that the project financing did not close, in June 2021, we reached an agreement with our partner to sell our 5% ownership in the project at cost. There are no other costs or liabilities related to this investment.
Recent Developments
On July 30, 2021, our board of directors approved a dividend of $0.43 per share. The dividend is expected to be paid on September 15, 2021, to shareholders of record as of August 31, 2021.
Potential implications of Abengoa developments
Abengoa, which is currently our largest supplier and used to be our largest shareholder, went through a restructuring process which started in November 2015 and ended in March 2017, and obtained approval for a second restructuring in July 2019. On August 18, 2020 Abengoa filed pre-insolvency proceedings in Spain for the individual company Abengoa, S.A. (the holding company). On February 22, 2021, Abengoa, S.A. filed for insolvency proceedings. Based on the public information filed in connection with these proceedings, such insolvency proceedings do not include other Abengoa companies, such as Abenewco1, S.A., the controlling company of the subsidiaries performing the operation and maintenance services for us.
The project financing arrangement for Kaxu contains cross-default provisions related to Abengoa. A debt default by Abengoa, subject to certain threshold amounts and/or a restructuring process, could trigger a default under the Kaxu project financing arrangement. In March 2017, Atlantica obtained a waiver with respect to its Kaxu project financing arrangement, which waives any potential cross-defaults by Abengoa up to that date, but the waiver did not cover potential future cross-default events. The insolvency filing by the individual company Abengoa S.A. in February 2021 represents a theoretical event of default under the Kaxu project finance agreement for which we do not yet have a waiver. Although we do not expect the Kaxu project debt lenders to accelerate the debt or take any other action, a cross-default scenario, if not cured or waived, may entitle lenders to demand repayment, limit distributions from the asset or enforce on their security interests, which may have a material adverse effect on our business, financial condition, results of operations and cash flows. We are negotiating a waiver from the creditors and/or contractual modifications to permanently remove the cross-default provision.
In addition, the insolvency filing by the individual company Abengoa, S.A. on February 22, 2021 may cause an insolvency filing of Abenewco1, S.A., the controlling company of the subsidiaries performing the operation and maintenance services, or insolvency filings of subsidiaries of Abenewco1, S.A. A deterioration in the financial position of Abengoa and of certain of its subsidiaries may result in a material adverse effect on certain of our operation and maintenance agreements. Abengoa and its subsidiaries provide operation and maintenance services for some of our assets. We cannot guarantee that Abengoa and/or its subcontractors will be able to continue performing with the same level of service (or at all) and under the same terms and conditions, and at the same prices. Because we have long-term operation and maintenance agreements with Abengoa for many of our assets, if Abengoa cannot continue performing current services at the same prices, we may need to renegotiate contracts and pay higher prices or change the scope of the contracts. For our assets in EMEA, where Abengoa provides most of the operation and maintenance services, we may need to change the operation and maintenance supplier, or we may need to internalize part of these services in the upcoming months. This could also cause us to change suppliers or to pay higher prices or change the level of services. This may have a material adverse effect on our business, financial condition, results of operations and cash flows.
The insolvency filing by Abengoa S.A. in February 2021, the potential insolvency filing by Abenewco1, S.A. (or any of its subsidiaries), a deterioration in the financial situation of Abengoa or the implementation of a new viability plan may also result in a material adverse effect on Abengoa’s and its subsidiaries’ obligations, warranties and guarantees, and indemnities covering, for example, potential tax liabilities for assets acquired from Abengoa, or any other agreement. In addition, Abengoa has represented that we would not be a guarantor of any obligation of Abengoa with respect to third parties. Abengoa agreed to indemnify us for any penalty claimed by third parties resulting from any breach in Abengoa’s representations. Certain of these indemnities and obligations are no longer valid after the insolvency filing by Abengoa, S.A. in February 2021. A potential insolvency of Abenewco1, S.A. may also terminate the remaining obligations, indemnities and guarantees. In addition, in Mexico, Abengoa was the owner of a plant that shares certain infrastructure and has certain back-to-back obligations with ACT which may result in a material adverse effect on ACT and on our business, financial condition, results of operations and cash flows. According to public information, this plant is currently controlled by a third party. We refer to “Risk Factors—Risks Related to Our Relationship with Algonquin and Abengoa” in our Annual Report for further discussion of potential implications of the Abengoa situation.
Factors Affecting the Comparability of Our Results of Operations
Acquisitions and Non-recurrent Projects
The results of operations of Chile PV 1 and Tenes have been fully consolidated since April and May 2020, respectively. Tenes was recorded under the equity-method from January 2019 to May 2020, at which point we then gained control over the asset and started to fully consolidate it. The results of operations of Chile PV 2, Coso and Calgary District Heating have been fully consolidated since January, April and May 2021, respectively. Vento II has been recorded under the equity method since June 15, 2021.
In addition, the results of operations of Rioglass have been fully consolidated since January 2021. In the first half of 2021, most of Rioglass operating results relate to a specific solar project which is expected to end in 2021, and which represented $58.0 million in revenue and $1.1 million in Adjusted EBITDA, included in our EMEA and Renewable energy segments for the first half of 2021 and which are non-recurrent.
Impairment
IFRS 9 requires impairment provisions to be based on expected credit losses on financial assets rather than on actual credit losses. For the first half of 2021 we recorded a reversal of the expected credit loss impairment provision at ACT for $19.4 million following an improvement of its client’s credit risk metrics in the line “Depreciation, amortization, and impairment charges”. We recorded an expected credit loss impairment provision for $35.7 million for the first half of 2020.
Change in the useful life of the solar plants in Spain
In September 2020, following a thorough analysis of recent developments in the Energy and Climate Policy Framework adopted by Spain in 2020, we decided to reduce the useful life of the solar plants in Spain from 35 years to 25 years after COD, effective from September 1, 2020. This change in the estimated useful life was accounted for as a change in accounting estimates in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors. As a result, we recorded an approximately $33.9 million increase in “Depreciation and amortization and impairment charges” in the first half of 2021 compared with the same period of the previous year.
Significant Trends Affecting Our Results of Operations
Solar, wind and geothermal resources
The availability of solar, wind and geothermal resources affects the financial performance of our renewable assets, which may impact our overall financial performance. Due to the variable nature of solar, wind and geothermal resources, we cannot predict future availabilities or potential variances from expected performance levels from quarter to quarter. Based on the extent to which the solar, wind and geothermal resources are not available at expected levels, this could have a negative impact on our results of operations.
Capital markets conditions
The capital markets in general are subject to volatility that is unrelated to the operating performance of companies. Our growth strategy depends on our ability to close acquisitions, which often requires access to debt and equity financing to complete these acquisitions. Fluctuations in capital markets may affect our ability to access this capital through debt or equity financings.
Exchange rates
Our functional currency is the U.S. dollar, as most of our revenue and expenses are denominated or linked to U.S. dollars. All our companies located in North America and most of our companies in South America have their revenue and financing contracts signed in, or indexed totally or partially to, U.S. dollars, with the exception of Calgary, with revenue in Canadian dollars. Our solar power plants in Spain have their revenue and expenses denominated in euros, and Kaxu, our solar plant in South Africa, has its revenue and expenses denominated in South African rand. Project financing is typically denominated in the same currency as that of the contracted revenue agreement. This policy seeks to ensure that the main revenue and expenses streams in foreign companies are denominated in the same currency, limiting our risk of foreign exchange differences in our financial results.
Our strategy is to hedge cash distributions from our Spanish assets. We hedge the exchange rate for the distributions from our Spanish assets after deducting euro-denominated interest payments and euro-denominated general and administrative expenses. Through currency options, we have hedged 100% of our euro-denominated net exposure for the next 12 months and 75% of our euro-denominated net exposure for the following 12 months. We expect to continue with this hedging strategy on a rolling basis.
Although we hedge cash-flows in euros, fluctuations in the value of the euro in relation to the U.S. dollar may affect our operating results. For example, revenue in euro-denominated companies could decrease when translated to U.S. dollar at the average foreign exchange rate solely due to a decrease in the average foreign exchange rate, in spite of revenue in the original currency being stable. Apart from the impact of these translation differences, the exposure of our income statement to fluctuations of foreign currencies is limited, as the financing of projects is typically denominated in the same currency as that of the contracted revenue agreement.
In our discussion of operating results, we have included foreign exchange impacts in our revenue by providing constant currency revenue growth. The constant currency presentation is not a measure recognized under IFRS and excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations. We calculate constant currency amounts by converting our current period local currency revenue using the prior period foreign currency average exchange rates and comparing these adjusted amounts to our prior period reported results. This calculation may differ from similarly titled measures used by others and, accordingly, the constant currency presentation is not meant to substitute recorded amounts presented in conformity with IFRS as issued by the IASB, nor should such amounts be considered in isolation.
Impacts associated with fluctuations in foreign currency are discussed in more detail under “Quantitative and Qualitative Disclosure about Market Risk—Foreign exchange risk”. Fluctuations in the value of the South African rand in relation to the U.S. dollar may also affect our operating results.
Interest rates
We incur significant indebtedness at the corporate and asset level. The interest rate risk arises mainly from indebtedness at variable interest rates. To mitigate interest rate risk, we primarily use long-term interest rate swaps and interest rate options which, in exchange for a fee, offer protection against a rise in interest rates. As of December 31, 2020, approximately 92% of our project debt and close to 100% of our corporate debt either has fixed interest rates or has been hedged with swaps or caps. Nevertheless, our results of operations can be affected by changes in interest rates with respect to the unhedged portion of our indebtedness that bears interest at floating rates, which typically bear a spread over EURIBOR or LIBOR.
Key Financial Measures
We regularly review a number of financial measurements and operating metrics to evaluate our performance, measure our growth and make strategic decisions. In addition to traditional IFRS performance measures, such as total revenue, we also consider Adjusted EBITDA. Our management believes Adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with additional tools to compare business performance across companies and across periods. EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired. Adjusted EBITDA is widely used by other companies in our industry.
Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributable to non-controlling interests, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortization and impairment charges of entities included in these Consolidated Condensed Interim Financial Statements.
Our revenue and Adjusted EBITDA by geography and business sector for the six-month period ended June 30, 2021 and 2020 are set forth in the following tables:
| | Six-month period ended June 30, | |
Revenue by geography | | 2021 | | | 2020 | |
| | $ in millions | | | % of revenue | | | $ in millions | | | % of revenue | |
North America | | $ | 178.8 | | | | 29.3 | % | | $ | 157.9 | | | | 33.9 | % |
South America | | | 78.4 | | | | 12.8 | % | | | 75.0 | | | | 16.1 | % |
EMEA | | | 354.0 | | | | 57.9 | % | | | 232.8 | | | | 50.0 | % |
Total revenue | | $ | 611.2 | | | | 100 | % | | $ | 465.7 | | | | 100 | % |
| | Six-month period ended June 30, | |
Revenue by business sector | | 2021 | | | 2020 | |
| | $ in millions | | | % of revenue | | | $ in millions | | | % of revenue | |
Renewable energy | | $ | 471.6 | | | | 77.2 | % | | $ | 344.7 | | | | 74.0 | % |
Efficient natural gas & heat | | | 58.5 | | | | 9.6 | % | | | 52.0 | | | | 11.2 | % |
Transmission lines | | | 53.6 | | | | 8.8 | % | | | 53.4 | | | | 11.4 | % |
Water | | | 27.5 | | | | 4.5 | % | | | 15.6 | | | | 3.4 | % |
Total revenue | | $ | 611.2 | | | | 100 | % | | $ | 465.7 | | | | 100 | % |
| | Six-month period ended June 30, | |
Adjusted EBITDA by geography | | 2021 | | | 2020 | |
| | $ in millions | | | Adjusted EBITDA Margin (2) | | | $ in millions | | | Adjusted EBITDA Margin (2) | |
North America | | $ | 131.6 | | | | 73.6 | % | | $ | 139.3 | | | | 88.2 | % |
South America | | | 60.2 | | | | 76.8 | % | | | 59.8 | | | | 79.7 | % |
EMEA | | | 204.8 | | | | 57.9 | % | | | 173.5 | | | | 74.5 | % |
Total Adjusted EBITDA(1) | | $ | 396.6 | | | | 64.9 | % | | $ | 372.6 | | | | 80.0 | % |
| | Six-month period ended June 30, | |
Adjusted EBITDA by business sector | | 2021 | | | 2020 | |
| | $ in millions | | | Adjusted EBITDA Margin (2) | | | $ in millions | | | Adjusted EBITDA Margin (2) | |
Renewable energy | | $ | 293.6 | | | | 62.3 | % | | $ | 274.8 | | | | 79.7 | % |
Efficient natural gas & heat | | | 45.3 | | | | 77.4 | % | | | 45.9 | | | | 88.3 | % |
Transmission lines | | | 42.5 | | | | 79.3 | % | | | 43.2 | | | | 80.9 | % |
Water | | | 15.2 | | | | 55.3 | % | | | 8.7 | | | | 55.8 | % |
Total Adjusted EBITDA(1) | | $ | 396.6 | | | | 64.9 | % | | $ | 372.6 | | | | 80.0 | % |
Note:—
(1) | Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributable to non-controlling interests, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortization and impairment charges of entities included in our financial statements. Adjusted EBITDA is not a measure of performance under IFRS as issued by the IASB, and you should not consider Adjusted EBITDA as an alternative to operating income or profits or as a measure of our operating performance, cash flows from operating, investing and financing activities or as a measure of our ability to meet our cash needs or any other measures of performance under generally accepted accounting principles. We believe that Adjusted EBITDA is a useful indicator of our ability to incur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Adjusted EBITDA and similar measures are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Adjusted EBITDA may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See “Item 2— Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures.” |
(2) | Adjusted EBITDA Margin is calculated as Adjusted EBITDA for each geography and business sector divided by revenue for each geography and business sector. |
Reconciliation of profit/(loss) for the period to Adjusted EBITDA
| | For the six-month period ended June 30, | |
| | 2021 | | | 2020 | |
| | ($ in millions) | |
(Loss)/Profit for the year attributable to the parent company | | $ | (6.8 | ) | | $
| (28.2 | ) |
Profit/(loss) attributable to non-controlling interests from continuing operations | | | 11.3 | | | | 2.0 | |
Income tax expense | | | 33.1 | | | | 3.5 | |
Share of profit/(loss) of associates carried under the equity method | | | (2.6 | ) | | | (1.6 | ) |
Financial expense, net | | | 172.8 | | | | 202.8 | |
Operating profit /(loss) | | $ | 207.8 | | | $
| 178.5 | |
Depreciation, amortization and impairment charges | | | 188.9 | | | | 194.1 | |
Adjusted EBITDA | | $ | 396.6 | | | $
| 372.6 | |
The following table sets forth a reconciliation of Adjusted EBITDA to our net cash provided by or used in operating activities:
Reconciliation of net cash provided by operating activities to Adjusted EBITDA
| | For the six-month period ended June 30, | |
| | 2021 | | | 2020 | |
| | ($ in millions) | |
Net cash flow provided by operating activities | | $ | 246.3 | | | $
| 148.4 | |
Net interest /taxes paid | | | 163.7 | | | | 131.0 | |
Changes in working capital | | | (20.4 | ) | | | 84.0 | |
Other non-cash adjustments and other | | | 7.0 | | | | 9.2 | |
Adjusted EBITDA | | $ | 396.6 | | | $
| 372.6 | |
Operational Metrics
In addition to the factors described above, we closely monitor the following key drivers of our business sectors’ performance to plan for our needs, and to adjust our expectations, financial budgets and forecasts appropriately.
● | MW in operation in the case of Renewable energy and Efficient natural gas & heat assets, miles in operation in the case of Transmission and Mft3 per day in operation in the case of Water assets, are the indicators which provide information about the installed capacity or size of our portfolio of assets. |
● | Production measured in GWh in our Renewable energy and efficient natural gas & heat assets provides information about the performance of these assets. |
● | Availability in the case of our efficient natural gas & heat assets, Transmission and Water assets also provides information on the performance of the assets. In these business segments revenues are based on availability, which is the time during which the asset was available to our client totally or partially divided by contracted availability or budgeted availability, as applicable. |
| | Volume sold and availability levels six-month period ended June 30, | |
Key performance indicator | | 2021 | | | 2020 | |
Renewable energy | | | | | | |
MW in operation(1) | | | 2,018 | | | | 1,551 | |
GWh produced(2) | | | 1,984 | | | | 1,482 | |
Efficient natural gas & heat | | | | | | | | |
MW in operation(3) | | | 398 | | | | 343 | |
GWh produced(4) | | | 1,043 | | | | 1,268 | |
Availability (%) | | | 99.4 | % | | | 101.7 | % |
Transmission lines | | | | | | | | |
Miles in operation | | | 1,166 | | | | 1,166 | |
Availability (%) | | | 99.9 | % | | | 99.9 | % |
Water | | | | | | | | |
Mft3 in operation(1) | | | 17.5 | | | | 17.5 | |
Availability (%) | | | 99.7 | % | | | 102.0 | % |
Note:
(1) | Represents total installed capacity in assets owned or consolidated at the end of the period, regardless of our percentage of ownership in each of the assets, except for Vento II for which we have included our 49% interest. |
(2) | Includes 49% of Vento II wind portfolio production since its acquisition. Includes curtailment in wind assets for which we receive compensation. |
(3) | Includes 43MW corresponding to our 30% share of Monterrey and 55 MWt corresponding to thermal capacity for Calgary District Heating. |
(4) | GWh produced includes 30% of the production from Monterrey. |
Production in the renewable business sector increased by 33.9% in the six-month period ended June 30, 2021, compared to the same period of the previous year. The increase was mainly driven by the contribution from the recently acquired renewable assets Coso, Chile PV 1, Chile PV 2 and Vento II, bringing approximately 393 GWh of additional electricity generation. Production also increased at Kaxu due to the unscheduled outage that affected part of the first half of 2020, largely covered by insurance, as well as in Spain and in North America mainly due to better solar radiation. This increase in production was offset by a decrease in production of 6.5% in our wind assets in South America due to lower wind resource.
Efficient natural gas & heat production was lower in the first half of 2021 compared to the same period from 2020 due to lower production at ACT, mainly due to lower demand from our off-taker. This did not affect our revenue as the contract is based on availability.
In Water, the decrease in availability was largely due to the installation of some new safety-related equipment at Tenes during the first quarter of 2021. Our transmission lines, where revenue is also based on availability, continue to achieve high availability levels.
Results of Operations
The table below illustrates our results of operations for the six-month periods ended June 30, 2021 and 2020.
| | Six -month period ended June 30, | | |
| | 2021 | | | 2020 | | | % Changes | | |
| | ($ in millions) | | | | | |
Revenue | | $ | 611.2 | | | $ | 465.7 | | | | 31.2 | | % |
Other operating income | | | 40.3 | | | | 57.2 | | | | (29.5 | ) | % |
Employee benefit expenses | | | (39.0 | ) | | | (24.3 | ) | | | 60.5 | | % |
Depreciation, amortization, and impairment charges | | | (188.9 | ) | | | (194.0 | ) | | | (2.6 | ) | % |
Other operating expenses | | | (215.8 | ) | | | (126.1 | ) | | | 71.1 | | % |
Operating profit | | $ | 207.8 | | | $ | 178.5 | | | | 16.4 | | % |
| | | | | | | | | | | | | |
Financial income | | | 1.2 | | | | 5.7 | | | | (78.9 | ) | % |
Financial expense | | | (189.5 | ) | | | (210.1 | ) | | | (9.8 | ) | % |
Net exchange differences | | | 2.2 | | | | (1.2 | ) | | | 283.3 | | % |
Other financial income/(expense), net | | | 13.3 | | | | 2.8 | | | | 375.0 | | % |
Financial expense, net | | $ | (172.8 | ) | | $ | (202.8 | ) | | | (14.8 | ) | % |
| | | | | | | | | | | | | |
Share of profit/(loss) of associates carried under the equity method | | | 2.6 | | | | 1.6 | | | | 62.5 | | % |
Profit before income tax | | $ | 37.6 | | | $ | (22.7 | ) | | | 265.6 | | % |
| | | | | | | | | | | | | |
Income tax | | | (33.1 | ) | | | (3.5 | ) | | | 845.7 | | % |
Profit for the period | | $ | 4.5 | | | $ | (26.2 | ) | | | 117.2 | | % |
| | | | | | | | | | | | | |
Profit attributable to non-controlling interests | | | (11.3 | ) | | | (2.0 | ) | | | 465.0 | | % |
Loss for the period attributable to the parent company | | $ | (6.8 | ) | | $ | (28.2 | ) | | | (75.9 | ) | % |
Weighted average number of ordinary shares outstanding (thousands) - basic | | | 110.6 | | | | 101.6 | | | | | |
|
Weighted average number of ordinary shares outstanding (thousands) - diluted | | | 113.9 | | | | 101.6 | | | |
|
|
|
Basic earnings per share attributable to the parent company (U.S. dollar per share) | | | (0.06 | ) | | | (0.28 | ) | | | | | |
Diluted earnings per share attributable to the parent company (U.S. dollar per share) | | | (0.06 | ) | | | (0.28 | ) | | | | |
|
Dividend paid per share(1) | | | 0.85 | | | | 0.82 | | | | | |
|
Note:
(1) | On February 26, 2021 and May 4, 2021, our board of directors approved a dividend of $0.42 and $0.43 per share corresponding to the fourth quarter of 2020 and to the first quarter of 2021, which were paid on March 22, 2021 and June 15, 2021 respectively. On February 26, 2020 and May 6, 2020 our board of directors approved a dividend of $0.41 per share for each of the fourth quarter of 2019 and the first quarter of 2020, which were paid on March 23, 2020 and June 15, 2020 respectively. |
Comparison of the Six-Month Periods Ended June 30, 2021 and 2020.
The significant variances or variances of the significant components of the results of operations are discussed in the following section.
Revenue
Revenue increased by 31.2% to $611.2 million for the six-month period ended June 30, 2021, compared to $465.7 million for the six-month period ended June 30, 2020. On a constant currency basis, revenue for the first half 2021 was $586.5 million, representing an increase of 26% compared to the first half of 2020. On a constant currency basis and excluding the Rioglass non-recurrent solar project previously described, revenue for the first half 2021 was $528.5 million, representing an increase of 13.5% compared to the first half of 2020. The increase in revenue was primarily due to the contribution of the recently acquired assets Coso, Calgary, Chile PV1 and Chile PV2, as well as Tenes, which we started to fully consolidate beginning in May 2020. Revenue was also higher at Kaxu, where an unscheduled outage affected production in part of the first half of 2020. Damage and business interruption were covered by our insurance, however insurance proceeds were recorded in “Other operating income”. In addition, revenue increased at ACT mainly due to higher revenue in the portion of the tariff related to operation and maintenance services, driven by higher operation and maintenance costs for the six-month period ended June 30, 2021 compared to the same period of the previous year. At ACT, operation and maintenance costs are higher in the quarters preceding any major maintenance, the next of which is scheduled for the end of 2021. Additionally, revenue increased at our solar assets in Spain and North America, mainly due to higher solar radiation in the first half of 2021 compared to the same period of the previous year. These effects were partially offset by a decrease in revenue from our wind assets in South America, largely caused by lower wind resource.
Other operating income
The following table sets forth our other operating income for the six-month period ended June 30, 2021 and 2020:
| | Six-month period ended June 30, | |
Other operating income | | 2021 | | | 2020 | |
| | ($ in millions) | |
Grants | | $ | 29.6 | | | $ | 29.5 | |
Insurance proceeds and other | | | 10.7 | | | | 27.7 | |
Total | | $ | 40.3 | | | $ | 57.2 | |
In the first half of 2020, we recorded a $13.7 million income corresponding to compensation received from our insurance company for the Kaxu project and $6.6 million in insurance income received at Solana and Mojave. In the first half of 2021, Insurance proceeds and other mainly corresponded to $6.8 million in profit resulting from the purchase of a long-term operation and maintenance account payable at a discounted price, compared to a $2.5 million in profit in the first half of 2020.
“Grants” represent the financial support provided by the U.S. government to Solana and Mojave and consist of an ITC Cash Grant and an implicit grant in relation to the below market interest rates of the project loans with the Federal Financing Bank. Grants were stable in the six-month period ended June 30, 2021 compared to the same period in the previous year.
Employee benefit expenses
Employee benefit expenses increased to $39.0 million for the six-month period ended June 30, 2021, compared to $24.3 million for the six-month period ended June 30, 2020. The increase was mainly due to the consolidation of Coso and Rioglass.
Depreciation, amortization and impairment charges
Depreciation, amortization and impairment charges decreased by $5.1 million to $188.9 million for the first six-month period ended June 30, 2021, compared to $194.0 million for the six-month period ended June 30, 2020.
The decrease was mainly due to a reversal of the expected credit loss impairment provision at ACT. IFRS 9 requires impairment provisions to be based on the expected credit loss of the financial assets in addition to actual credit losses. ACT recorded a reversal of the expected credit loss impairment provision of $19.4 million for the six-month period ended June 30, 2021, while in the six-month period ended June 30, 2020 there was an increase of $35.7 million in the expected credit loss impairment provision. This effect was partially offset by an increase of depreciation and amortization at our solar assets in Spain. In September 2020 we reduced the useful life of our Spanish solar assets from 35 to 25 years after COD, which increased our depreciation and amortization charges for the six-month period ended June 30, 2021 by approximately $33.9 million compared to the same period in the previous year. Depreciation and amortization also increased due to the impact of foreign exchange translation differences for approximately $10.7 million and due to the consolidation of the assets recently acquired.
Other operating expenses
The following table sets forth our other operating expenses for the six-month period ended June 30, 2021 and 2020:
| | Six-month period ended June 30, | |
Other operating expenses | | 2021 | | | 2020 | |
| | $ in millions | | | % of revenue | | | $ in millions | | | % of revenue | |
Leases and fees | | $ | 3.8 | | | | 0.6 | % | | $ | 1.3 | | | | 0.3 | % |
Operation and maintenance | | | 77.7 | | | | 12.7 | % | | | 49.7 | | | | 10.7 | % |
Independent professional services | | | 18.2 | | | | 3.0 | % | | | 19.1 | | | | 4.1 | % |
Supplies | | | 14.4 | | | | 2.4 | % | | | 11.4 | | | | 2.4 | % |
Insurance | | | 21.9 | | | | 3.6 | % | | | 18.0 | | | | 3.9 | % |
Levies and duties | | | 22.3 | | | | 3.6 | % | | | 18.8 | | | | 4.0 | % |
Other expenses | | | 12.7 | | | | 2.1 | % | | | 3.6 | | | | 0.8 | % |
Raw materials | | | 44.8 | | | | 7.3 | % | | | 4.2 | | | | 0.9 | % |
Total | | $ | 215.8 | | | | 35.3 | % | | $ | 126.1 | | | | 27.1 | % |
Other operating expenses increased by 71.1% to $215.8 million for the six-month period ended June 30, 2021, compared to $126.1 million for the six-month period ended June 30, 2020, mainly due to higher raw material costs corresponding to the aforementioned Rioglass non-recurrent solar project.
Other operating expenses also increased due to higher operation and maintenance costs at our solar assets in North America primarily due to of the major maintenance works carried out in the first quarter of 2021 at one of the Mojave turbines and to some equipment replacement. Operation and maintenance costs also increased at ACT as costs are higher at this asset in the quarters prior to the major overhaul, which is scheduled to be performed at the end of 2021. Other operating expenses also increased due to the contribution of the recently consolidated assets Coso, Calgary, Chile PV1, Chile PV2, Tenes and Rioglass.
Operating profit
As a result of the above factors, operating profit for the six-month period ended June 30, 2021 increased by 16.4% to $207.8 million, compared to $178.5 million for the six-month period ended June 30, 2020.
Financial income and financial expense
| | Six-month period ended June 30, | |
Financial income and financial expense | | 2021 | | | 2020 | |
| | $ in millions | |
Financial income | | $ | 1.2 | | | $ | 5.7 | |
Financial expense | | | (189.5 | ) | | | (210.1 | ) |
Net exchange differences | | | 2.2 | | | | (1.2 | ) |
Other financial income/(expense), net | | | 13.3 | | | | 2.8 | |
Financial expense, net | | $ | (172.8 | ) | | $ | (202.8 | ) |
Financial income
Financial income decreased to $1.2 million for the first six-month period ended June 30, 2021 compared to $5.7 million for the same period of the previous year. In the first half of 2020, financial income included $3.8 million non-cash income resulting from the refinancing of the Cadonal project debt.
Financial expense
The following table sets forth our financial expense for the six-month period ended June 30, 2021 and 2020:
| | Six-month period ended June 30, | |
Financial expense | | 2021 | | | 2020 | |
| | ($ in millions) | |
Interest expense: | | | | | | |
—Loans from credit entities | | $ | (128.8 | ) | | $ | (132.2 | ) |
—Other debts | | | (30.0 | ) | | | (39.3 | ) |
Interest rates losses derivatives: cash flow hedges | | | (30.6 | ) | | | (38.6 | ) |
Total | | $ | (189.5 | ) | | $ | (210.1 | ) |
Financial expense decreased by 9.8% to $189.5 million for the six-month period ended June 30, 2021 compared to $210.1 million for the six-month period ended June 30, 2020.
Interest on “Loans from credit entities” decreased mainly due to the refinancing of Helios 1&2 in 2020, solar assets located in Spain, as interest accrued for these assets is now classified in “Other debts”. The decrease was also due to a decrease in interest in loans indexed to LIBOR, JIBAR and EURIBOR, since the expected reference rates were lower in the six-month period ended June 30, 2021 compared to the same period in the previous year. In addition, the first half of 2020 included costs and expenses related to the prepayment of the Note Issuance Facility 2017.
Interest on “Other debts” mainly corresponds to interest expense on the notes issued by ATS, ATN, Solaben Luxembourg, Helios, interest on the Green Exchangeable Notes and interest related to Liberty’s tax equity investment in Solana until August 2020. The decrease was mainly caused by the acquisition of Liberty’s equity interest in Solana in August 2020. From an accounting perspective, Liberty’s equity investment in Solana was recorded as a liability with interest accruing in Interest on other debt.
Interest rate losses on derivatives designated as cash flow hedges correspond primarily to transfers from equity to financial expense when the hedged item impacts profit and loss. The decrease was mainly due to lower losses from the Helios swap, which was canceled after the Helios project debt was refinanced in 2020 with a new fixed rate financing. The decrease was also due to an accounting reclassification of the swap hedging the loan from Kaxu. From an accounting perspective such derivative does not qualify as a cash flow hedge and since September 2020, it is recorded at fair value with an impact on “Other financial income/(expense)”. This decrease was partially offset by an increase of losses, mainly driven by an increase in swaps hedging loans indexed to LIBOR, as a result of lower than expected reference rates.
Other financial income/(expense), net
| | Six-month period ended June 30, | |
Other financial income /(expense), net | | 2021 | | | 2020 | |
| | ($ in millions) | |
Other financial income | | $ | 21.4 | | | $ | 11.4 | |
Other financial expense | | | (8.1 | ) | | | (8.6 | ) |
Total | | $ | 13.3 | | | $ | 2.8 | |
Other financial income/(expense), net increased to $13.3 million for the six-month period ended June 30, 2021, compared to a $2.8 million in the same period of the previous year. The increase in “Other financial income” was mainly due to an increase in the fair value of our interest rate swap at Kaxu, resulting from an increase in expected interest rates. Although the objective of this swap is to hedge a loan indexed to variable interest rate, from an accounting perspective the derivative does not qualify as a cash flow hedge and it is recorded at fair value with an impact on Other financial income/(expense). “Other financial income” also includes $8.0 million income from the mark-to-market of the derivative liability embedded in the Green Exchangeable Notes. Other financial expense includes expenses for guarantees and letters of credit, wire transfers, other bank fees and other minor financial expenses.
Share of profit/(loss) of associates carried under the equity method
Share of profit of associates carried under the equity method increased to $2.6 million profit in the six-month period ended June 30, 2021 compared to $1.6 loss for six-month period ended June 30, 2020. The increase was primarily due to a lower loss in Monterrey and higher profit in Honaine.
Profit/(loss) before income tax
As a result of the factors mentioned above, we reported a profit before income tax of $37.6 million for the six-month period ended June 30, 2021, compared to a loss before income tax of $22.7 million for the six-month period ended June 30, 2020.
Income tax
The effective tax rate for the periods presented has been established based on management’s best estimates. For the six-month period ended June 30, 2021, income tax amounted to an expense of $33.1 million, with a profit before income tax of $37.6 million. For the six-month period ended June 30, 2020, income tax amounted to an expense of $3.5 million, with a loss before income tax of $22.7 million. The effective tax rate differs from the nominal tax rate mainly due to unrecognized tax loss carryforwards in UK entities, provisions for potential tax contingencies and permanent tax differences in some jurisdictions.
Profit attributable to non-controlling interests
Profit attributable to non-controlling interests was $11.3 million for the six-month period ended June 30, 2021 compared to a profit of $2.0 million for the six-month period ended June 30, 2020. Profit attributable to non-controlling interests corresponds to the portion attributable to our partners in the assets that we consolidate (Kaxu, Skikda, Solaben 2 & 3, Solacor 1 & 2, Seville PV, Chile PV 1, Chile PV 2 and Tenes). The increase is due to higher profits at Kaxu and to the consolidation of Tenes since the second quarter of 2020.
Loss/(profit) attributable to the parent company
As a result of the factors mentioned above, loss attributable to the parent company amounted to $6.8 million for the six-month period ended June 30, 2021, compared to a loss of $28.2 million for the six-month period ended June 30, 2020.
Segment Reporting
We organize our business into the following three geographies where the contracted assets and concessions are located: North America, South America and EMEA. We have also identified four business sectors based on type of activity: Renewable energy, Efficient natural gas & heat, Transmission lines and Water. Our Renewable energy sector includes renewable energy production activities and since January 1, 2021, Rioglass activities. Rioglass is a supplier of spare parts and services to the solar industry. We report our results in accordance with both criteria. Our Efficient natural gas & heat segment has been renamed to include Calgary District Heating which has been consolidated since its acquisition in May 2021.
Revenue and Adjusted EBITDA by geography
The following table sets forth our revenue, Adjusted EBITDA and volumes for the six-month period ended June 30, 2021 and 2020, by geographic region:
| | Six-month period ended June 30, | |
Revenue by geography | | 2021 | | | 2020 | |
| | $ in millions | | | % of revenue | | | $ in millions | | | % of revenue | |
North America | | $ | 178.8 | | | | 29.3 | % | | $ | 157.9 | | | | 33.9 | % |
South America | | | 78.4 | | | | 12.8 | % | | | 75.0 | | | | 16.1 | % |
EMEA | | | 354.0 | | | | 57.9 | % | | | 232.8 | | | | 50.0 | % |
Total revenue | | $ | 611.2 | | | | 100 | % | | $ | 465.7 | | | | 100 | % |
| | Six-month period ended June 30, | |
Adjusted EBITDA by geography | | 2021 | | | 2020 | |
| | $ in millions | | | Adjusted EBITDA Margin (2) | | | $ in millions | | | Adjusted EBITDA Margin (2) | |
North America | | $ | 131.6 | | | | 73.6 | % | | $ | 139.3 | | | | 88.2 | % |
South America | | | 60.2 | | | | 76.8 | % | | | 59.8 | | | | 79.7 | % |
EMEA | | | 204.8 | | | | 57.9 | % | | | 173.5 | | | | 74.5 | % |
Total Adjusted EBITDA(1) | | $ | 396.6 | | | | 64.9 | % | | $ | 372.6 | | | | 80.0 | % |
Note:
(1) | Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributable to non-controlling interests, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortization and impairment charges of entities included in our financial statements. Adjusted EBITDA is not a measure of performance under IFRS as issued by the IASB, and you should not consider Adjusted EBITDA as an alternative to operating income or profits or as a measure of our operating performance, cash flows from operating, investing and financing activities or as a measure of our ability to meet our cash needs or any other measures of performance under generally accepted accounting principles. We believe that Adjusted EBITDA is a useful indicator of our ability to incur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Adjusted EBITDA and similar measures are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Adjusted EBITDA may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See “Item 2— Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures.” |
(2) | Adjusted EBITDA Margin is calculated as Adjusted EBITDA for each geography and business sector divided by revenue for each geography and business sector. |
| | Volume produced/availability | |
| | Six- Month period ended June 30, | |
Volume by geography | | 2021 | | | 2020 | |
| | | |
North America (GWh) (1) | | | 2,034 | | | | 1,950 | |
North America availability | | | 99.4 | % | | | 101.7 | % |
South America (GWh) (2) | | | 346 | | | | 271 | |
South America availability | | | 99.9 | % | | | 99.9 | % |
EMEA (GWh) | | | 646 | | | | 530 | |
EMEA availability | | | 99.7 | % | | | 102.0 | % |
Note:
(1) | GWh produced includes 30% of the production from Monterrey and 49% of Vento II wind portfolio production since its acquisition. Includes curtailment in wind assets for which we receive compensation. |
(2) | Includes curtailment in wind assets for which we receive compensation. |
North America
Revenue increased by 13.2% to $178.8 million for the first half of 2021, compared to $157.9 million for the first half of 2020. The increase was mainly due to the contributions from the recently acquired assets, Coso and Calgary. Revenue also increased due to an increase in revenue at ACT due to higher revenue in the portion of the tariff related to operation and maintenance services, driven by higher operation and maintenance costs for the six-month period ended June 30, 2021. Revenue at our solar assets in North America also increased mainly due to higher solar radiation during the period.
Adjusted EBITDA decreased by 5.5% to $131.6 million for the first half of 2021, compared to $139.3 million for the same period of 2020. Adjusted EBITDA decreased at our solar assets in North America mainly due to insurance income received in the first half of 2020 amounting to approximately $6.6 million and higher operation and maintenance expenses in the first half of 2021, resulting primarily from the major maintenance works performed in the first half of 2021 at one of the Mojave turbines, as well as some equipment replacement. Adjusted EBITDA also decreased at ACT mainly due to higher operating and maintenance expenses for the six-month period ended June 30, 2021. At ACT, operation and maintenance costs are higher in the quarters preceding any major maintenance works, the next of which is scheduled at the end of 2021. Adjusted EBITDA margin decreased to 73.6% for the six-month period ended June 30, 2021, compared to 88.2% for the six-month period ended June 30, 2020, mainly due to the events described above in relation to revenue and Adjusted EBITDA in North America.
South America
Revenue increased by 4.5% to $78.4 million for the six-month period ended June 30, 2021, compared to $75.0 million for the same period of the previous year and Adjusted EBITDA remained largely stable at $60.2 million for the first six-month period ended June 30, 2021, compared to $59.8 million for the same period of 2020. The increase in revenue was primarily due to the contribution of Chile PV1 and Chile PV2. Adjusted EBITDA margin decreased to 76.8% for the six-month period ended June 30, 2021, compared to 79.7% for the six-month period ended June 30, 2020 mainly due to an accounting adjustment in Quadra 1&2, as these assets are recorded under IFRIC 12- financial model.
EMEA
Revenue increased by 52.1% to $354.0 million for the first half of 2021, compared to $232.8 million for the same period of 2020. On a constant currency basis, revenue for the first half 2021 was $329.4 million which represents an increase of 41.5% compared to the first half of 2020. On a constant currency basis and excluding the aforementioned Rioglass non-recurrent solar project, revenue for the first half 2021 was $271.4 million which represents an increase of 16.6% compared to the first half of 2020. The increase was primarily due to higher revenue at Kaxu, where an unscheduled outage affected production in part of the first quarter of 2020. Damage and business interruption were covered by our insurance, however insurance proceeds were recorded in “Other operating income”. Revenue also increased due to the contribution from Tenes, fully consolidated since the second quarter of 2020 and to higher revenue in Spain, where solar radiation was higher than in the same period of the previous year.
Adjusted EBITDA increased by 18.0% to $204.8 for the six-month period ended June 30, 2021 compared to $173.5 million for the six-month period ended June 30, 2020. On a constant currency basis, Adjusted EBITDA for the first half 2021 was $187.5 million which represents an increase of 8.1% compared to the first half of 2020. On a constant currency basis and excluding the aforementioned Rioglass non-recurrent solar project, Adjusted EBITDA for the first half 2021 was $186.4 million which represents an increase of 7.4% compared to the first half of 2020. The increase was mainly due to the contribution from Tenes and higher Adjusted EBITDA in Spain, resulting from higher revenue. Adjusted EBITDA margin decreased to 57.9% for the first half of 2021 compared to 74.5% for first half of 2020 mainly due to lower margin at the Rioglass non-recurrent solar project and higher than usual Adjusted EBITDA margin in Kaxu in the first half of 2020 due to insurance proceeds recorded in “Other Operating Income” and lower Adjusted EBITDA margins at some of the assets recently acquired.
Revenue and Adjusted EBITDA by business sector
The following table sets forth our revenue, Adjusted EBITDA and volumes for the six-month period ended June 30, 2021 and 2020, by business sector:
| | Six-month period ended June 30, | |
Revenue by business sector | | 2021 | | | 2020 | |
| | $ in millions | | | % of revenue | | | $ in millions | | | % of revenue | |
Renewable energy | | $ | 471.6 | | | | 77.2 | % | | $ | 344.7 | | | | 74.0 | % |
Efficient natural gas & heat | | | 58.5 | | | | 9.6 | % | | | 52.0 | | | | 11.2 | % |
Transmission lines | | | 53.6 | | | | 8.8 | % | | | 53.4 | | | | 11.4 | % |
Water | | | 27.5 | | | | 4.5 | % | | | 15.6 | | | | 3.4 | % |
Total revenue | | $ | 611.2 | | | | 100 | % | | $ | 465.7 | | | | 100.0 | % |
| | Six-month period ended June 30, | |
Adjusted EBITDA by business sector | | 2021 | | | 2020 | |
| | $ in millions | | | Adjusted EBITDA Margin (2) | | | $ in millions | | | Adjusted EBITDA Margin (2) | |
Renewable energy | | $ | 293.6 | | | | 62.3 | % | | $ | 274.8 | | | | 79.7 | % |
Efficient natural gas & heat | | | 45.3 | | | | 77.4 | % | | | 45.9 | | | | 88.3 | % |
Transmission lines | | | 42.5 | | | | 79.3 | % | | | 43.2 | | | | 80.9 | % |
Water | | | 15.2 | | | | 55.3 | % | | | 8.7 | | | | 55.8 | % |
Total Adjusted EBITDA(1) | | $ | 396.6 | | | | 64.9 | % | | $ | 372.6 | | | | 80.0 | % |
Note:
(1) | Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributable to non-controlling interests, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortization and impairment charges of entities included in our financial statements. Adjusted EBITDA is not a measure of performance under IFRS as issued by the IASB, and you should not consider Adjusted EBITDA as an alternative to operating income or profits or as a measure of our operating performance, cash flows from operating, investing and financing activities or as a measure of our ability to meet our cash needs or any other measures of performance under generally accepted accounting principles. We believe that Adjusted EBITDA is a useful indicator of our ability to incur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Adjusted EBITDA and similar measures are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Adjusted EBITDA may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See “Item 2— Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures.” |
(2) | Adjusted EBITDA Margin is calculated as Adjusted EBITDA for each geography and business sector divided by revenue for each geography and business sector. |
| | Volume produced/availability | |
| | Year ended June 30, | |
Volume by business sector | | 2021 | | | 2020 | |
Renewable energy (GWh) (1) | | | 1,984 | | | | 1,482 | |
Efficient natural gas & heat (GWh) (2) | | | 1,043 | | | | 1,268 | |
Efficient natural gas & heat availability | | | 99.4 | % | | | 101.7 | % |
Transmission availability | | | 99.9 | % | | | 99.9 | % |
Water availability | | | 99.7 | % | | | 102.0 | % |
Note:
(1) | GWh produced includes 30% of the production from Monterrey and our 49% of Vento II wind portfolio production since its acquisition. Includes curtailment in wind assets for which we receive compensation. |
(2) | GWh produced includes 30% of the production from Monterrey. |
Renewable energy
Revenue increased by 36.8% to $471.6 million for the six-month period ended June 30, 2021, compared to $344.7 million for the six-month period ended June 30, 2020. On a constant currency basis, revenue for the first half 2021 was $447.0 million which represents an increase of 29.7% compared to the first half of 2020. On a constant currency basis and excluding the aforementioned Rioglass non-recurrent solar project, revenue for the first half 2021 was $389.0 million which represents an increase of 12.9% compared to the first half of 2020. The increase was primarily due to the contribution from the recently acquired assets Coso, Chile PV1 and Chile PV2. Revenue also increased due to higher revenue at Kaxu as explained above. Revenue also increased in Spain and in our solar assets in North America largely due to higher solar radiation in the first half of 2021.
Adjusted EBITDA increased by 6.8% to $293.6 million for the first half of 2021, compared to $274.8 million for the first half of 2020. On a constant currency basis, Adjusted EBITDA for the first half 2021 was $276.2 million, stable when compared to the same period of the previous year. On a constant currency basis and excluding the aforementioned Rioglass non-recurrent solar project, Adjusted EBITDA for the first half 2021 was $275.2 million, stable when compared to the same period of the previous year. Adjusted EBITDA margin decreased to 62.3% for the six-month period ended June 30, 2021 from 79.7% for the six-month period ended June 30, 2020 mainly due to lower margin at the non-recurrent one-off project previously described, higher than usual Adjusted EBITDA margin at Kaxu in the first half of 2020 due to insurance proceeds recorded in “Other Operating Income” and lower Adjusted EBITDA margins at some of the recently acquired assets.
Efficient natural gas & heat
Revenue increased by 12.5% to $58.5 million for the first six-month period ended June 30, 2021, compared to $52.0 million for the six-month period ended June 30, 2020, while Adjusted EBITDA decreased by 1.3% to $45.3 million for the six-month period ended June 30, 2021, compared to $45.9 million in the same period of the previous year. At ACT, operation and maintenance costs are higher in the quarters preceding any major maintenance works, the next of which is scheduled at the end of 2021. Adjusted EBITDA and Adjusted EBITDA margin decreased due to these higher operation and maintenance costs. Revenue increased due to higher operation and maintenance costs, since there is a portion of revenue related to operation and maintenance services plus a margin. Revenue also increased due to the contribution from the recently acquired district heating asset, Calgary.
Transmission lines
Revenue remained stable at $53.6 million in the first six-month period ended June 30, 2021, compared to $53.4 million in the first six-month period ended June 30, 2020. Adjusted EBITDA decreased by 1.6% to $42.5 million in the first six-month period ended June 30, 2021 compared to $43.2 million in the six-month period ended June 30, 2020 mainly due to an accounting adjustment in Quadra 1&2, as these assets are recorded under IFRIC 12 financial model, which is also the main reason for the decrease in Adjusted EBITDA margin.
Water
Revenue increased to $27.5 million for the six-month period ended June 30, 2021, compared to $15.6 million for the six-month period ended June 30, 2020. Adjusted EBITDA increased to $15.2 million for the six-month period ended June 30, 2021, compared to $8.7 million for the six-month period ended June 30, 2020. The increases were mainly due to the contribution from Tenes, which we started to consolidate in the second quarter of 2020. Adjusted EBITDA margin was stable compared to the same period of the previous year.
Liquidity and Capital Resources
Our principal liquidity and capital requirements consist of the following:
● | debt service requirements on our existing and future debt; |
● | cash dividends to investors; and |
● | investments and acquisitions of new assets, companies and operations. |
As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. In addition, any of the items discussed in detail under “Item 3.D—Risk Factors” in our Annual Report and other factors may also significantly impact our liquidity.
Liquidity position
| | | |
| | As of June 30, 2021 | | | As of December 31, 2020 | |
| | $ in millions | |
Corporate Liquidity(1) | | | | | | |
Cash and cash equivalents at Atlantica Sustainable Infrastructure, plc, excluding subsidiaries(2) | | $ | 83.2 | | | $
| 335.2 | |
Revolving Credit Facility availability | | | 440.0 | | | | 415.0 | |
Total Corporate Liquidity(1) | | $ | 523.2 | | | $
| 750.2 | |
Liquidity at project companies | | | | | | | | |
Restricted Cash | | | 292.2 | | | | 279.8 | |
Non-restricted cash | | | 310.9 | | | | 253.5 | |
Total cash at project companies | | $ | 603.1 | | | $
| 533.3 | |
Note:
(1) | Corporate Liquidity means cash and cash equivalents held at Atlantica Sustainable Infrastructure plc as of June 30, 2021, and available revolver capacity as of June 30, 2021. |
(2) | Corporate Cash corresponds to cash and cash equivalents held at Atlantica Sustainable Infrastructure plc. |
Cash at the project level includes $292.2 million and $279.8 million in restricted cash balances as of June 30, 2021 and December 31, 2020 respectively. Restricted cash consists primarily of funds required to meet the requirements of certain project debt arrangements. In the case of Solana, part of the restricted cash is expected to be used for equipment replacements. Restricted cash also includes Kaxu’s cash balance, given that the project financing of this asset is under a theoretical event of default due to the developments at Abengoa (see “Potential Implications of Abengoa developments” above).
As of June 30, 2021, we had no borrowings under the Revolving Credit Facility and $10 million of letters of credit were outstanding under this facility. In March 2021 we increased the notional amount of this facility from $425 million to $450 million and extended its maturity to December 2023. As a result, as of June 30, 2021 approximately $440 million was available under our Revolving Credit Facility. As of December 31, 2020, we had no borrowings, $10 million of letters of credit were outstanding and approximately $415 million was available under our Revolving Credit Facility.
Management believes that the Company’s liquidity position, cash flows from operations and availability under its revolving credit facility will be adequate to meet the Company’s financial commitments and debt obligations; growth, operating and maintenance capital expenditures; and dividend distributions to shareholders. Management continues to regularly monitor the Company’s ability to finance the needs of its operating, financing and investing activity within the dictates of prudent balance sheet management.
Credit Ratings
Credit rating agencies rate us and certain of our debt securities. These ratings are used by the debt markets to evaluate a firm’s credit risk. Ratings influence the price paid to issue new debt securities, as they indicate to the market our ability to pay principal, interest and dividends.
In March and April 2021 both S&P Global Rating (“S&P”) and Fitch Ratings Inc. (“Fitch”) upgraded Atlantica’s corporate rating to BB+. The following table summarizes our credit ratings as of the date of this quarterly report. Both ratings outlooks are stable.
| S&P | Fitch |
Atlantica Sustainable Infrastructure Corporate Rating | BB+ | BB+ |
Senior Secured Debt | BBB- | BBB- |
Senior Unsecured Debt | BB+ | BB+ |
Sources of liquidity
We expect our ongoing sources of liquidity to include cash on hand, cash generated from our operating activities, project debt arrangements, corporate debt and the issuance of additional equity securities, as appropriate, and based on market conditions. Our financing agreements consist mainly of the project-level financings for our various assets and our corporate debt financings, including our Green Exchangeable Notes, the Note Issuance Facility 2020, the 2020 Green Private Placement, the Green Senior Notes, the Revolving Credit Facility and our commercial paper program.
| | | | | As of June 30, 2021 | | | As of December 31, 2020 | |
| | Maturity | | | ($ in millions) | |
Revolving Credit Facility | | 2023 | | | | - | | | | - | |
Other Facilities(1) | | | 2021-2025 | | | $ | 24.5 | | | $
| 29.7 | |
Note Issuance Facility 2019(2) | | | - | | | | - | | | | 344.0 | |
Green Exchangeable Notes | | | 2025 | | | | 103.4 | | | | 102.1 | |
Green Senior Secured Notes | | | 2026 | | | | 340.9 | | | | 351.0 | |
Note Issuance Facility 2020 | | | 2027 | | | | 162.2 | | | | 166.9 | |
2020 Green Private Placement | | | 2028 | | | | 394.0 | | | | - | |
Total Corporate Debt | | | | | | $ | 1,025.1 | | | $
| 993.7 | |
Total Project Debt | | | | | | $ | 5,374.2 | | | $
| 5,237.6 | |
Note:
(1) | Other facilities include the commercial paper program issued in October 2020, accrued interest payable and other debts. |
(2) | The Note Issuance Facility was fully prepaid on June 4, 2021. |
Green Senior Notes
On May 18, 2021 we issued the Green Senior Notes amounting to an aggregate principal amount of $400 million due in 2028. The Green Senior Notes bear interest at a rate of 4.125% per year, payable on June 15 and December 15 of each year, commencing December 15, 2021, and will mature on June 15, 2028.
The Green Senior Notes were issued pursuant to an Indenture, dated May 18, 2021, by and among Atlantica 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.
Our obligations under the Green Senior Notes rank equal in right of payment with our outstanding obligations under the Revolving Credit Facility, the 2020 Green Private Placement, the Note Issuance Facility 2020 and the Green Exchangeable Notes.
Green Exchangeable Notes
On July 17, 2020, we issued 4.00% Green Exchangeable Notes amounting to an aggregate principal amount of $100 million due in 2025. On July 29, 2020, we issued an additional $15 million aggregate principal amount in Green Exchangeable Notes. The Green Exchangeable Notes are the senior unsecured obligations of Atlantica Jersey, a wholly owned subsidiary of Atlantica, and fully and unconditionally guaranteed by Atlantica on a senior, unsecured basis. The notes mature on July 15, 2025, unless they are repurchased or redeemed earlier by Atlantica or exchanged, and bear interest at a rate of 4.00% per annum.
Noteholders may exchange all or any portion of their notes at their option at any time prior to the close of business on the scheduled trading day immediately preceding April 15, 2025, only during certain periods and upon satisfaction of certain conditions. Noteholders may exchange all or any portion of their notes during any calendar quarter if the last reported sale price of Atlantica’s ordinary shares for at least 20 trading days during a period of 30 consecutive trading days, ending on the last trading day of the immediately preceding calendar quarter is greater than 120% of the exchange price on each applicable trading day. On or after April 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date thereof, noteholders may exchange any of their notes at any time, at the option of the noteholder. Upon exchange, the notes may be settled, at our election, into Atlantica ordinary shares, cash or a combination of both. The initial exchange rate of the notes is 29.1070 ordinary shares per $1,000 of the principal amount of notes (which is equivalent to an initial exchange price of $34.36 per ordinary share). The exchange rate is subject to adjustment upon the occurrence of certain events.
Our obligations under the Green Exchangeable Notes rank equal in right of payment with our outstanding obligations under the Revolving Credit Facility, the 2020 Green Private Placement, the Note Issuance Facility 2020 and the Green Senior Notes.
Note Issuance Facility 2020
On July 8, 2020, we entered into the Note Issuance Facility 2020, a senior unsecured euro-denominated financing with a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder for a total amount of approximately $166 million (€140 million). The notes under the Note Issuance Facility 2020 were issued on August 12, 2020 and are due on August 12, 2027. Interest accrues at a rate per annum equal to the sum of the 3-month EURIBOR plus a margin of 5.25% with a floor of 0% for the EURIBOR. We have entered into a cap at 0% for the EURIBOR with 3.5 years maturity to hedge the variable interest rate risk.
Our obligations under the Note Issuance Facility 2020 rank equal in right of payment with our outstanding obligations under the Revolving Credit Facility, the 2020 Green Private Placement, the Green Exchangeable Notes and the Green Senior Notes. The notes issued under the Note Issuance Facility 2020 are guaranteed on a senior unsecured basis by our subsidiaries Atlantica Infraestructura Sostenible, S.L.U., Atlantica Peru, S.A., ACT Holding, S.A. de C.V., Atlantica Investments Limited, Atlantica Newco Limited and Atlantica North America LLC.
2020 Green Private Placement
On March 20, 2020 we entered into a senior secured note purchase agreement with a group of institutional investors as purchasers providing for the 2020 Green Private Placement. The transaction closed on April 1, 2020 and we issued notes for a total principal amount of €290 million (approximately $344 million), maturing in June 20, 2026. Interest accrues at a rate per annum equal to 1.96%. If at any time the rating of these senior secured notes is below investment grade, the interest rate thereon would increase by 100 basis points until such notes are again rated investment grade.
Our obligations under the 2020 Green Private Placement rank equal in right of payment with our outstanding obligations under the Revolving Credit Facility, the Note Issuance Facility 2020 and the Green Senior Notes. Our payment obligations under the 2020 Green Private Placement are guaranteed on a senior secured basis by our subsidiaries Atlantica Infraestructura Sostenible, S.L.U., Atlantica Peru, S.A., ACT Holding, S.A. de C.V., Atlantica Investments Limited, Atlantica Newco Limited and Atlantica North America LLC. The 2020 Green Private Placement is also secured with a pledge over the shares of the subsidiary guarantors, the collateral of which is shared with the lenders under the Revolving Credit Facility.
Note Issuance Facility 2019
On April 30, 2019, we entered into the Note Issuance Facility 2019, a senior unsecured financing with a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder for a total amount of €268 million, approximately $318 million. In June 4, 2021 we prepaid the Note Issuance Facility 2019 in full before maturity in accordance with the terms thereof, with the proceeds of the Green Senior Notes.
Revolving Credit Facility
On May 10, 2018, we entered into a $215 million Revolving Credit Facility with a syndicate of banks. The Revolving Credit Facility was increased by $85 million to $300 million on January 25, 2019, and was further increased by $125 million (to a total limit of $425 million) on August 2, 2019. On March 1, 2021, this facility was further increased by $25 million (to a total limit of $450 million) and the maturity date was extended to December 31, 2023. In addition, the lenders under the Revolving Credit Facility have the option to extend the maturity date of all or any portion of their commitments and/or loans for additional consecutive 365 day periods, upon request from us subject to certain conditions. Under the Revolving Credit Facility, we are also able to request the issuance of letters of credit, which are subject to a sublimit of $100 million that are included in the aggregate commitments available under the Revolving Credit Facility.
Loans under the Revolving Credit Facility accrue interest at a rate per annum equal to: (A) for Eurodollar rate loans, LIBOR plus a percentage determined by reference to our leverage ratio, ranging between 1.60% and 2.25% and (B) for base rate loans, the highest of (i) the rate per annum equal to the weighted average of the rates on overnight U.S. Federal funds transactions with members of the U.S. Federal Reserve System arranged by U.S. federal funds brokers on such day plus 1 /2 of 1.00%, (ii) the prime rate of the administrative agent under the Revolving Credit Facility and (iii) LIBOR plus 1.00%, in any case, plus a percentage determined by reference to our leverage ratio, ranging between 0.60% and 1.00%.
Our obligations under the Revolving Credit Facility rank equal in right of payment with our outstanding obligations under the 2020 Green Private Placement, the Note Issuance Facility 2020, the Green Exchangeable Notes and the Green Senior Notes. Our payment obligations under the Revolving Credit Facility are guaranteed on a senior secured basis by our Atlantica Infraestructura Sostenible, S.L.U., Atlantica Peru, S.A., ACT Holding, S.A. de C.V., Atlantica Investments Limited, Atlantica Newco Limited and Atlantica North America LLC. The Revolving Credit Facility is also secured with a pledge over the shares of the subsidiary guarantors, the collateral of which is shared with the holders of the notes issued under the 2020 Green Private Placement.
Other Credit Lines
In July 2017, we signed a line of credit with a bank for up to €10.0 million (approximately $11.9 million) which was available in euros or U.S. dollars. On June 30, 2021, the maturity was extended to July 1, 2023. Amounts drawn accrue interest at a rate per annum equal to the sum of the 3-month EURIBOR or LIBOR, plus a margin of 2%, with a floor of 0% for the EURIBOR or LIBOR. As of June 30, 2021, no amounts were drawn under this line of credit.
In December 2020, we also entered into a loan with a local bank for €5 million (approximately $5.9 million). The maturity date is December 4, 2025. The loan accrues interest at a rate per annum equal to 2.50%.
Commercial Paper Program
On October 8, 2019, we filed a euro commercial paper program with the Alternative Fixed Income Market (MARF) in Spain. The program had an original maturity of twelve months and was extended for another twelve-month period on October 8, 2020. The program allows Atlantica to issue short term notes for up to €50 million, with such notes having a tenor of up to two years. As of June 30, 2021, we had €11.5 million (approximately $13.6 million) issued and outstanding under the Commercial Paper Program at an average cost of 0.57%.
At-The-Market Program
On August 3, 2021, we established an “at-the-market program” and entered into a Distribution Agreement with J.P. Morgan Securities LLC, as sales agent, dated August 3, 2021 under which the Company may offer and sell from time to time up to $150 million of our ordinary shares and pursuant to which J.P. Morgan Securities LLC may sell its common stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. We intend to use the proceeds from these sales to finance growth opportunities and for general corporate purposes.
Sales of the ordinary shares, if any, may be made in ordinary brokers’ transactions through the NASDAQ Global Select Market or as otherwise agreed between the Company and J.P. Morgan Securities LLC as sales agent, using commercially reasonable efforts, consistent with its normal trading and sales practice. The ordinary shares may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The ordinary shares to be issued under the “at-the-market program” will be issued pursuant to a prospectus supplement, dated August 3, 2021, in connection with a takedown from our shelf registration statement on Form F-3 filed on August 3, 2021. Such ordinary shares may be offered only by means of such prospectus supplement, forming a part of the effective registration statement.
On August 3, 2021, we entered into an agreement with Algonquin, pursuant to which we will offer 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, adjusted for any dividends, distributions, reorganizations or business combinations or similar transactions as if the portion of such shares equivalent to the portion of the shares issued under the ATM prior to the record date had also been issued to Algonquin prior to the record date with respect to such event. In the event that Algonquin exercises such right, subject to certain conditions further described in the ATM Plan Letter Agreement, including that a material adverse effect in relation to the Company shall not have occurred, we and Algonquin will enter into a subscription agreement with a settlement date no earlier than three business days and no later than one hundred and eighty days from Algonquin’s notice that it is subscribing for the ordinary shares.
Uses of liquidity and capital requirements
Cash dividends to investors
We intend to distribute a significant portion of our cash available for distribution to shareholders on an annual basis, less all cash expenses including corporate debt service and corporate general and administrative expenses and less reserves for the prudent conduct of our business (including, among others, dividend shortfall due to fluctuations in our cash flows), on an annual basis. We intend to distribute a quarterly dividend to shareholders. Our board of directors may, by resolution, amend the cash dividend policy at any time. The determination of the amount of the cash dividends to be paid to shareholders will be made by our board of directors and will depend on our financial condition, results of operations, cash flow, long-term prospects and any other matters that our board of directors deem relevant.
Our cash available for distribution is likely to fluctuate from quarter to quarter and, in some cases, significantly as a result of the seasonality of our assets, the terms of our financing arrangements, maintenance and outage schedules, among other factors. Accordingly, during quarters in which our projects generate cash available for distribution in excess of the amount necessary for us to pay our stated quarterly dividend, we may reserve a portion of the excess to fund cash distributions in future quarters. During quarters in which we do not generate sufficient cash available for distribution to fund our stated quarterly cash dividend, if our board of directors so determines, we may use retained cash flow from other quarters, and other sources of cash.
The latest dividends paid and declared are presented below:
Declared | | Record Date | | Payment Date | | $ per share |
February 26, 2020 | | March 12, 2020 | | March 23, 2020 | | 0.41 |
May 6, 2020 | | June 1, 2020 | | June 15, 2020 | | 0.41 |
July 31, 2020 | | August 31, 2020 | | September 15, 2020 | | 0.42 |
November 4, 2020 | | November 30, 2020 | | December 15, 2020 | | 0.42 |
February 26, 2021 | | 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 |
Acquisitions and investments
The acquisitions detailed below have been and are expected to be part of our uses of liquidity in 2021:
In January, 2021 we closed our second investment through the platform with the acquisition of Chile PV 2, a 40 MW PV plant. The total equity investment in this new asset was approximately $5.0 million.
In January 2021 we closed the acquisition of a 42.5% equity interest in Rioglass increasing our equity interest to 57.5%, for which we paid $8.4 million and we paid an additional $3.6 million, deductible from the final payment, for an option to acquire the remaining 42.5% under the same conditions. On July 22, 2021, we exercised such option and paid $4.8 million, resulting in a 100% ownership.
In April, 2021, we closed the acquisition of Coso, a 135 MW renewable asset in California. The total equity investment was approximately $130 million, which was paid in April 2021. In addition, on July 15, 2021, we paid an additional amount of $40 million to reduce project debt.
In May 2021 we closed the acquisition of Calgary District Heating, a district heating asset in Canada, for a total equity investment of approximately $22.5 million.
On June 16, 2021 we closed the acquisition of a 49% interest in Vento II, a 596 MW wind portfolio of in the U.S. for a total equity investment of $198.3 million.
In December 2020 we reached an agreement with Algonquin to acquire La Sierpe, a 20 MW solar asset in Colombia for a total equity investment of approximately $20 million. Closing is expected to occur after the asset reaches commercial operation, currently expected in the third quarter of 2021. Closing is subject to conditions precedent and regulatory approvals. Additionally, we agreed to invest in additional solar plants in Colombia with a combined capacity of approximately 30 MW.
Cash flow
The following table sets forth cash flow data for the six-month period ended June 30, 2021 and 2020:
| | Six-month period ended June 30, | |
| | 2021 | | | 2020 | |
| | ($ in millions) | |
Gross cash flows from operating activities | | | | | | |
Profit/(loss) for the period | | $ | 4.5 | | | $ | (26.2 | ) |
Financial expense and non-monetary adjustments | | | 385.1 | | | | 389.6 | |
Profit for the period adjusted by financial expense and non-monetary adjustments | | $ | 389.6 | | | $ | 363.4 | |
Variations in working capital | | | 20.4 | | | | (84.0 | ) |
Net interest and income tax paid | | | (163.7 | ) | | $ | (131.0 | ) |
Total net cash provided by operating activities | | $ | 246.3 | | | $ | 148.4 | |
Net cash provided by/(used in) investing activities | | $ | (327.0 | ) | | $ | 16.8 | |
Net cash provided by/(used in) financing activities | | $ | (96.7 | ) | | $ | 71.9 | |
Net increase/(decrease) in cash and cash equivalents | | | (177.4 | ) | | | 237.1 | |
Cash and cash equivalents at the beginning of the period | | | 868.5 | | | | 562.8 | |
Translation differences in cash or cash equivalents | | | (4.8 | ) | | | (11.1 | ) |
Cash and cash equivalents at the end of the period | | $ | 686.3 | | | $ | 788.8 | |
Net cash flows provided by operating activities
Net cash provided by operating activities in the six-month period ended June 30, 2021 amounted to $246.3 million, compared to $148.4 million in the six-month period ended June 30, 2020. The increase was largely due to a positive change in working capital compared to the negative change in working capital for the six-month period ended June 30, 2020. This is mainly due to shorter collection periods in 2021, particularly in Mexico where Pemex is catching-up on the collection delays which started in the second half of 2019. In our assets in Spain, collection periods have also been shorter in the first half of 2021. The increase was also due to higher profit for the period adjusted by finance expenses and non-monetary adjustments, mainly due to higher Adjusted EBITDA, as we explain in “Segment Reporting”.
Net cash used in investing activities
For the six-month period ended June 30, 2021, net cash used in investing activities amounted to $327.0 million and corresponded mainly to $323.1 million paid for the acquisitions of Vento II, Coso, Calgary, Chile PV2 and Rioglass. Net cash used in investing activities also includes investments in concessional assets for $16.6 million, mainly corresponding to maintenance capital expenditure and equipment replacements in Solana. These cash outflows were partially offset by $13.2 million of dividends received from Amherst Island Partnership by AYES Canada, most of which were paid to our partner in this project.
For the six-month period ended June 30, 2020, net cash provided by investing activities was $16.8 and mainly corresponded to $11.1 million from the acquisition of Tenes, since the cash consolidated from the acquisition date is higher than the payment made under the agreement signed in May 2020. Investing cash flow for the six-month period ended June 30, 2020 also includes $7.4 million proceeds related to the amounts Solana received under obligations from the EPC Contractor. From an accounting perspective, because this payment resulted from obligations under the EPC contract, the amount received was recorded as reducing the asset value and was therefore classified as cash provided by investing activities. These effects were partially offset by the amount paid for the acquisition of Chile PV 1.
Net cash used in financing activities
For the six-month period ended June 30, 2021, net cash used in financing activities amounted to $96.7 million and includes the repayment of principal of our project financing agreements for an approximate amount of $164.4 and $105.8 million of dividends paid to shareholders and non-controlling interests. These cash outflows were partially offset by the proceeds from the equity private placement closed in January 2021 for a net amount of $130.6 million. In addition, in the second quarter of 2021 we prepaid the Note Issuance Facility 2019 for $354.2 with the proceeds of the Green Senior Notes issued, amounting to $394.0 million, which created a net cash inflow of $32.9 million.
For the six-month period ended June 30, 2020, net cash provided by financing activities was $71.9 million and mainly corresponded to the proceeds from the 2020 Green Private Placement and the Green Project Finance, for a total amount of $468.3 million and to the withdrawal of approximately $90.0 million under the Revolving Credit Facility. This increase was partially offset by the repayment of $308.8 million of the Note Issuance Facility 2017, with the proceeds from the 2020 Green Private Placement, the scheduled repayment of principal of our project financing agreements for an approximate amount of $116.6 million and $97.5 million of dividends paid to shareholders and non-controlling interest.
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
Quantitative and Qualitative Disclosure about Market Risk
Our activities are exposed to market risk, credit risk and liquidity risk. Risk is managed by our Risk Management and Finance Departments in accordance with mandatory internal management rules. The internal management rules provide written policies for the management of overall risk, as well as for specific areas, such as exchange rate risk, interest rate risk, credit risk, liquidity risk, use of hedging instruments and derivatives and the investment of excess cash.
Market risk
We are exposed to market risk, such as foreign exchange rates and interest rates fluctuations. All of these market risks arise in the normal course of business and we do not carry out speculative operations. For the purpose of managing these risks, we use swaps and options on interest rates and foreign exchange rates. None of the derivative contracts signed has an unlimited loss exposure.
Foreign exchange risk
The main cash flows from our subsidiaries are cash collections arising from long-term contracts with clients and debt payments arising from project finance repayment. Given that financing of the projects is generally denominated in the same currency in which the contract with the client is signed, a natural hedge exists for our main operations.
Our functional currency is the U.S. dollar, as most of our revenue and expenses are denominated or linked to the U.S. dollar. Our assets located in North America and most of our assets in South America have their PPAs, or concessional agreements, and financing contracts signed in, or indexed totally or partially, to U.S. dollars. Our solar power plants in Spain have their revenues and expenses denominated in euros, and Kaxu, our solar plant in South Africa, has its revenue and expenses denominated in South African rand.
Our strategy is to hedge cash distributions from our Spanish assets. We hedge the exchange rate for the distributions from our Spanish assets after deducting euro-denominated interest payments and euro-denominated general and administrative expenses. Through currency options, we have hedged 100% of our euro-denominated net exposure for the next 12 months and 75% of our euro-denominated net exposure for the following 12 months. We expect to continue with this hedging strategy on a rolling basis.
Although we hedge cash-flows in euros, fluctuations in the value of the euro in relation to the U.S. dollar may affect our operating results. In subsidiaries with functional currency other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using end-of-period exchange rates. Revenue, expenses and cash flows are translated using average rates of exchange. Fluctuations in the value of the South African rand in relation to the U.S. dollar may also affect our operating results.
Interest rate risk
Interest rate risk arises mainly from our financial liabilities at variable interest rate (less than 10% of our total project debt financing). We use interest rate swaps and interest rate options (caps) to mitigate interest rate risk.
As a result, the notional amounts hedged as of June 30, 2021, contracted strikes and maturities, depending on the characteristics of the debt on which the interest rate risk is being hedged, are very diverse, including the following:
● | Project debt in euro: 100% of the notional amount, maturities until 2030 and average strike interest rates of between 0.00% and 4.87% |
● | Project debt in U.S. dollars: between 75% and 100% of the notional amount, maturities until 2040 and average strike interest rates of between 0.82% and 5.27% |
In connection with our interest rate derivative positions, the most significant impact on our Annual Consolidated Financial Statements relates to the changes in EURIBOR or LIBOR, which represents the reference interest rate for the majority of our debt.
In relation to our interest rate swaps positions, an increase in EURIBOR or LIBOR above the contracted fixed interest rate would create an increase in our financial expense, which would be positively mitigated by our hedges, reducing our financial expense to our contracted fixed interest rate. However, an increase in EURIBOR or LIBOR that does not exceed the contracted fixed interest rate would not be offset by our derivative position and would result in a net financial loss recognized in our consolidated income statement. Conversely, a decrease in EURIBOR or LIBOR below the contracted fixed interest rate would result in lower interest expense on our variable rate debt, which would be offset by a negative impact from the mark-to-market of our hedges, increasing our financial expense up to our contracted fixed interest rate, thus likely resulting in a neutral effect.
In relation to our interest rate option positions, an increase in EURIBOR or LIBOR above the strike price would result in higher interest expenses, which would be positively mitigated by our hedges, reducing our financial expense to our capped interest rate, whereas a decrease of EURIBOR or LIBOR below the strike price would result in lower interest expenses.
In addition to the above, our results of operations can be affected by changes in interest rates with respect to the unhedged portion of our indebtedness that bears interest at floating rates.
In the event that EURIBOR and LIBOR had risen by 25 basis points as of June 30, 2021, with the rest of the variables remaining constant, the effect in the consolidated income statement would have been a loss of $2.8 million and an increase in hedging reserves of $25.4 million. The increase in hedging reserves would mainly be due to an increase in the fair value of interest rate swaps designated as hedges.
Credit risk
The credit rating of Eskom is currently CCC+ from S&P , Caa1 from Moody’s and B from Fitch. Eskom is the off-taker of our Kaxu solar plant, a state-owned, limited liability company, wholly owned by the government of the Republic of South Africa. Eskom’s payment guarantees to our Kaxu solar plant are underwritten by the South African Department of Energy, under the terms of an implementation agreement. The credit ratings of the Republic of South Africa as of the date of this report are BB-/Ba2/BB- by S&P, Moody’s and Fitch, respectively.
In addition, Pemex’s credit rating is currently BBB from S&P, Ba3 from Moody’s and BB- from Fitch. We experienced significant delays in collections from Pemex since the second half of 2019, although collections have recently improved.
In 2019, we also entered into a political risk insurance agreement with the Multinational Investment Guarantee Agency for Kaxu. The insurance provides protection for breach of contract up to $78.0 million in the event the South African Department of Energy does not comply with its obligations as guarantor. We also have a political risk insurance in place for our assets in Algeria up to $38.2 million, including two years dividend coverage. These insurance policies do not cover credit risk.
Liquidity risk
The objective of our financing and liquidity policy is to ensure that we maintain sufficient funds to meet our financial obligations as they fall due.
Project finance borrowing permits us to finance projects through project debt and thereby insulate the rest of our assets from such credit exposure. We incur project finance debt on a project-by-project basis.
The repayment profile of each project is established based on 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.
Item 4. | Controls and Procedures |
Not Applicable
PART II. OTHER INFORMATION
A number of Abengoa’s subcontractors and insurance companies that issued bonds covering Abengoa’s obligations under such contracts in the U.S, included some of Atlantica’s non-recourse subsidiaries in the U.S. at the time that the plants we currently own as co-defendants in claims against Abengoa were being constructed. Generally speaking, the Atlantica subsidiaries were dismissed as defendants at early stages of the processes. In relation to a claim filed by a group of insurance companies against a number of Abengoa’s subsidiaries and against Solana (Arizona Solar One) for Abengoa related losses of approximately $20 million that could increase, according to the insurance companies, up to a maximum of approximately $200 million if all their exposure resulted in losses. Atlantica reached an agreement with all but one of the above-mentioned insurance companies, under which they agreed to dismiss their claims in exchange for payments of approximately $4.3 million, which were paid in 2018. The insurance company that did not join the agreement has temporarily halted legal actions against Atlantica, and Atlantica does not expect this particular claim to have a material adverse effect on its business.
In addition, an insurance company covering certain Abengoa obligations in Mexico claimed certain amounts related to a potential loss. Atlantica reached an agreement under which Atlantica´s maximum theoretical exposure would in any case be limited to approximately $35 million, including $2.5 million to be held in an escrow account. In January 2019, the insurance company called on this $2.5 million from the escrow account and Abengoa reimbursed this amount in accordance with the indemnities in force between Atlantica and Abengoa. The payments by Atlantica will only happen if and when the actual loss has been confirmed and after arbitration if the Company initiates it. We used to have indemnities from Abengoa for certain potential losses, but such indemnities are no longer valid following the insolvency filing by Abengoa S.A. in February 2021.
Atlantica is not a party to any other significant legal proceedings other than legal proceedings arising in the ordinary course of its business. Atlantica is party to various administrative and regulatory proceedings that have arisen in the ordinary course of business.
While Atlantica does not expect these proceedings, either individually or in combination, to have a material adverse effect on its financial position or results of operations, because of the nature of these proceedings Atlantica is not able to predict their ultimate outcomes, some of which may be unfavorable to Atlantica.
There have been no material changes from the risk factors previously disclosed in the Company’s consolidated financial statements and notes thereto included in the Annual Report on Form 20-F filed by the Company with the SEC on March 1, 2021.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Recent sales of unregistered securities
None.
Use of proceeds from the sale of registered securities
None.
Purchases of equity securities by the issuer and affiliated purchasers
None
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Mine Safety Disclosures |
Not applicable.
Not Applicable.
| Distribution Agreement, dated August 3, 2021, between the Company and J.P. Morgan Securities LLC |
| |
| Opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP. |
| |
| ATM Plan Letter Agreement, dated August 3, 2021, between the Company and Algonquin Power & Utilities Corp. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC |
| |
Date: August 3, 2021 | By: | /s/ Santiago Seage |
| | Name: Santiago Seage |
| | Title: Chief Executive Officer |
72