6-K 1 brhc10013788_form6k.htm 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 6-K



 REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2020

Commission File Number 001-36487



Atlantica Sustainable Infrastructure plc
(Exact name of Registrant as Specified in its Charter)



Not Applicable
(Translation of Registrant’s name into English)



Great West House, GW1, 17th floor
Great West Road
Brentford, TW8 9DF
United Kingdom
Tel.: +44 203 499 0465



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒  Form 20-F
 
☐  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

This Report on Form 6-K is incorporated by reference into  the Registration Statement on Form F-3 of the Registrant filed with the Securities and Exchange Commission on August 6, 2018 (File 333-226611).



ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC
TABLE OF CONTENTS

   
Page
PART I – FINANCIAL INFORMATION
     
Item 1
8
     
Item 2
44
     
Item 3
71
     
Item 4
73
     
PART II – OTHER INFORMATION
     
Item 1
73
     
Item 1A
74
     
Item 2
75
     
Item 3
76
     
Item 4
76
     
Item 5
76
     
Item 6
76
     
77

Definitions

Unless otherwise specified or the context requires otherwise in this quarterly report:
 
references to “2019 Notes” refer to the 7.000% Senior Notes due 2019 in an aggregate principal amount of $255 million issued on November 17, 2014, as further described in “Item 5.B—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Sources of Liquidity—2019 Notes” in our Annual Report;

references to “2020 Green Private Placement” refer to the €290 million (approximately $320 million) senior secured notes maturing in June 20, 2026 which were issued under a senior secured note purchase agreement entered with a group of institutional investors as purchasers of the notes issued thereunder as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources—Sources of Liquidity—2020 Green Private Placement”;
 
references to “AAGES” refer to the joint venture between Algonquin and Abengoa to invest in the development and construction of clean energy and water infrastructure contracted assets;
 
references to “Abengoa” refer to Abengoa, S.A., together with its subsidiaries, unless the context otherwise requires;
 
references to “Abengoa ROFO Agreement” refer to the agreement we entered into with Abengoa on June 13, 2014, as amended and restated on December 9, 2014, that provides us a right of first offer to purchase any of the present or future contracted assets in renewable energy, efficient natural gas, electric transmission and water of Abengoa that are in operation, and any other renewable energy, efficient natural gas, electric transmission and water asset that is expected to generate contracted revenue and that Abengoa has transferred to an investment vehicle that are located in the United States, Canada, Mexico, Chile, Peru, Uruguay, Brazil, Colombia and the European Union, and four additional assets in other selected regions, including a pipeline of specified assets that we expect to evaluate for future acquisition, for which Abengoa will provide us a right of first offer to purchase if offered for sale by Abengoa or an investment vehicle to which Abengoa has transferred them;
 
references to “ACBH” refer to Abengoa Concessões Brasil Holding, a subsidiary holding company of Abengoa that was engaged in the development, construction, investment and management of concessions in Brazil, comprised mostly of transmission lines and which is currently undergoing a restructuring process in Brazil;
 
references to “ACT” refer to the gas-fired cogeneration facility located inside the Nuevo Pemex Gas Processing Facility near the city of Villahermosa in the State of Tabasco, Mexico;
 
references to “Algonquin” refer to, as the context requires, either Algonquin Power & Utilities Corp., a North American diversified generation, transmission and distribution utility, or Algonquin Power & Utilities Corp. together with its subsidiaries;
 
references to “Annual Consolidated Financial Statements” refer to the audited annual consolidated financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017, including the related notes thereto, prepared in accordance with IFRS as issued by the IASB (as such terms are defined herein), included in the Annual Report of Form 20-F filed with the SEC on February 28, 2020;
 
references to “ASI Operations” refer to ASI Operations LLC;
 
references to “Atlantica Jersey” refer to Atlantica Sustainable Infrastructure Jersey Limited, a wholly owned subsidiary of Atlantica;
 
references to “ATN” refer to ATN S.A., the operational electric transmission asset in Peru, which is part of the Guaranteed Transmission System;
 
references to “ATS” refer to ABY Transmision Sur S.A.;
 
references to “AYES Canada” refer to Atlantica Sustainable Infrastructure Energy Solutions Canada Inc., a vehicle formed by Atlantica and Algonquin to channel co-investment opportunities;
 
references to “Befesa Agua Tenes” refer to Befesa Agua Tenes, S.L.U;
 
references to “cash available for distribution” refer to the cash distributions received by the Company from its subsidiaries minus cash expenses of the Company, including debt service and general and administrative expenses;
 
references to “CESCE” refer to Compañia Española de Seguros de Credito a la Exportacion, S.A. the Spanish Company of Export Credit Insurance;
 
references to “Chile PV I” refer to the solar PV plant of 55 MW located in Chile, which represents the first investment closed through the Chilean renewable energy platform in the second quarter of 2020 together with local financial partners;
 
references to “COD” refer to the commercial operation date of the applicable facility;
 
references to “EMEA” refer to Europe, Middle East and Africa;
 
references to “EPC” refer to engineering, procurement and construction;
 
references to “ESG-linked Financial Guarantee Line” refer to the financial guarantee line with ING Bank N.V. up to approximately $39 million signed in June 2019 as further described in “Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources —Sources of Liquidity—ESG-linked Financial Guarantee Line”;
 
references to “EURIBOR” refer to Euro Interbank Offered Rate, a daily reference rate published by the European Money Markets Institute, based on the average interest rates at which Eurozone banks offer to lend unsecured funds to other banks in the euro wholesale money market;
 
references to “EU” refer to the European Union;
 
references to “Exchange Act” refer to the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder;
 
references to “Federal Financing Bank” refer to a U.S. government corporation by that name;
 
references to “Former Revolving Credit Facility” refer to the credit facility entered into on December 3, 2014, among the Company, as borrower, and Banco Santander, S.A., Bank of America, N.A., Citigroup Global Markets Limited, HSBC Bank plc and RBC Capital Markets, as joint lead arrangers and joint bookrunners;
 
references to “Further Adjusted EBITDA” have the meaning set forth in “Key Metrics” in the section below;
 
references to “Green Exchangeable Notes” refer to the green exchangeable senior notes due on 2025  issued by Atlantica Jersey on July 17, 2020, and fully and unconditionally guaranteed on a senior, unsecured basis, by Atlantica, as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Green Exchangeable Notes”;
 
references to “Green Project Finance” refer to green project financing agreement entered into between Logrosan, the sub-holding company of Solaben 1/6 and Solaben 2/3, as borrower, and ING Bank, B.V. and Banco Santander S.A., as lenders, as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Green Project Finance”;
 
references to “gross capacity” refers to the maximum, or rated, power generation capacity, in MW, of a facility or group of facilities, without adjusting for the facility’s power parasitics’ consumption, or by our percentage of ownership interest in such facility as of the date of this quarterly report;
 
references to “GWh” refer to gigawatt hour;
 
references to “IFRIC 12” refer to International Financial Reporting Interpretations Committee’s Interpretation 12—Service Concessions Arrangements;
 
references to “IFRS as issued by the IASB” refer to International Financial Reporting Standards as issued by the International Accounting Standards Board;
 
references to “ITC” refer to investment tax credits;
 
references to “JIBAR” refer to Johannesburg Interbank Average Rate;
 
references to “ Liberty” refer to Liberty Interactive Corporation;
 
references to “Liberty Ownership Interest in Solana” refer to Class A membership interests of ASO Holdings Company LLC (the holding company of Arizona Solar One LLC, owner of the 250 MW net (280 MW gross) solar electric generation facility located in Maricopa County, Arizona, identified as Solana plant, owned by Liberty Interactive Corporation the Solana Ownership;

references to “LIBOR” refer to London Interbank Offered Rate;
 
references to “Logrosan” refer to Logrosan Solar Inversiones, S.A.;
 
references to “Monterrey” refer to the 142 MW gas-fired engine facility including 130 MW installed capacity and 12 MW battery capacity, located in, Monterrey, Mexico;
 
references to “Multinational Investment Guarantee Agency” refer to Multinational Investment Guarantee Agency, a financial institution member of the World Bank Group which offers political insurance and credit enhancement guarantees;
 
references to “MW” refer to megawatts;
 
references to “MWh” refer to megawatt hour;
 
references to “Note Issuance Facility 2017” refer to the senior secured note facility dated February 10, 2017, of €275 million (approximately $308 million), with Elavon Financial Services DAC, UK Branch, as facility agent and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Note Issuance Facility 2017”;
 
references to “Note Issuance Facility 2019” refer to the senior unsecured note facility dated April 30, 2019, of $300 million, with Lucid Agency Services Limited, as facility agent and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Note Issuance Facility 2019”;
 
references to “Note Issuance Facility 2020” refer to the senior unsecured note facility dated July 8, 2020, of €140 million, with Lucid Agency Services Limited, as facility agent and a group of funds managed by Westbourne Capital as purchasers of the notes to be issued thereunder as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Note Issuance Facility 2020”;
 
references to “operation” refer to the status of projects that have reached COD (as defined above);
 
references to “Pemex” refer to Petróleos Mexicanos;
 
references to “PG&E” refer to PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company collectively;
 
references to “PPA” refer to the power purchase agreements through which our power generating assets have contracted to sell energy to various off-takers;
 
references to “PTS” refer to Pemex Transportation System;
 
references to “Revolving Credit Facility” refers to the credit and guaranty agreement with a syndicate of banks entered into on May 10, 2018 and amended on January 24, 2019, August 2, 2019, and December 17, 2019, providing for a senior secured revolving credit facility in an aggregate principal amount of $425 million, as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Revolving Credit Facility”;
 
references to “Rioglass” refer to Rioglass Solar Holding, S.A.;
 
references to “ROFO” refer to a right of first offer;
 
references to “Solaben Luxembourg” refer to Solaben Luxembourg S.A;
 
references to “Tenes” refer to the water desalination plant in Algeria, which is 51% owned by Befesa Agua Tenes;
 
references to “U.K.” refer to the United Kingdom;
 
reference to “U.S.” or “United States” refer to the United States of America; and
 
references to “we,” “us,” “our,” “Atlantica” and the “Company” refer to Atlantica Sustainable Infrastructure plc or Atlantica Sustainable Infrastructure plc and its consolidated subsidiaries, unless the context otherwise requires.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as may result, are expected to, will continue, is anticipated, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Such statements occur throughout this report and include statements with respect to our expected trends and outlook, potential market and currency fluctuations, occurrence and effects of certain trigger and conversion events, our capital requirements, changes in market price of our shares, future regulatory requirements, the ability to identify and/or consummate future acquisitions on favorable terms, reputational risks, divergence of interests between our company and that of our largest shareholder’s and affiliates’, tax and insurance implications, and more. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, important factors included in Part I, Item 3D. Risk Factors in our Annual Report (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on our operations and financial results, and could cause our actual results to differ materially from those contained or implied in forward-looking statements made by us or on our behalf in this quarterly report, in presentations, on our website, in response to questions or otherwise. These forward-looking statements include, but are not limited to, statements relating to:
 
the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;
 
the ability of our counterparties, including Pemex, to satisfy their financial commitments or business obligations and our ability to seek new counterparties in a competitive market;
 
government regulation, including compliance with regulatory and permit requirements and changes in tax laws, market rules, rates, tariffs, environmental laws and policies affecting renewable energy;
 
changes in tax laws and regulations;
 
risks relating to our activities in areas subject to economic, social and political uncertainties;
 
our ability to finance and consummate new acquisitions on favorable terms;
 
risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully;
 
potential environmental liabilities and the cost and conditions of compliance with applicable environmental laws and regulations;
 
risks related to our reliance on third-party contractors or suppliers;
 
risks related to our exposure in the labor market;
 
potential issues arising with our operators’ employees including disagreement with employees’ unions and subcontractors;
 
risks related to extreme weather events related to climate change could damage our assets or result in significant liabilities and cause an increase in our operation and maintenance costs;
 
the effects of litigation and other legal proceedings (including bankruptcy) against us and our subsidiaries;
 
price fluctuations, revocation and termination provisions in our off-take agreements and power purchase agreements;
 
our electricity generation, our projections thereof and factors affecting production, including those related to the COVID-19 outbreak;
 
risks related to our relationship with Abengoa, our former largest shareholder and currently one of our operation and maintenance suppliers, including bankruptcy;
 
risks related to our relationship with our shareholders including bankruptcy;
 
our substantial short-term and long-term indebtedness, including additional debt in the future;
 
potential impact of the COVID-19 outbreak on our business, financial condition, results of operations and cash flows;
 
reputational and financial damage caused by our off-taker PG&E and potential default under our project finance agreement due to a breach of our underlying PPA agreement with PG&E; and
 
other factors discussed in our Annual Report under “Item 3.D—Key Information—Risk Factors”.
 
Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

Consolidated condensed statements of financial position as of June 30, 2020 and December 31, 2019

Amounts in thousands of U.S. dollars

           
As of
June 30,
   
As of
December 31,
 
   

Note (1)
   
2020
   
2019
 
Assets
                   
Non-current assets
                   
Contracted concessional assets
   
6
     
8,034,890
     
8,161,129
 
Investments carried under the equity method
   
7
     
126,613
     
139,925
 
Financial investments
   
8&9
     
78,771
     
91,587
 
Deferred tax assets
           
152,603
     
147,966
 
                         
Total non-current assets
           
8,392,877
     
8,540,607
 
                         
Current assets
                       
Inventories
           
22,388
     
20,268
 
Trade and other receivables
   
12
     
366,180
     
317,568
 
Financial investments
   
8
     
196,732
     
218,577
 
Cash and cash equivalents
           
788,769
     
562,795
 
                         
Total current assets
           
1,374,069
     
1,119,208
 
                         
Total assets
           
9,766,946
     
9,659,815
 

(1)
Notes 1 to 22 are an integral part of the consolidated condensed interim financial statements.

Consolidated condensed statements of financial position as of June 30, 2020 and December 31, 2019

Amounts in thousands of U.S. dollars

           
As of
June 30,
   
As of
December 31,
 
   

Note (1)
   
2020
   
2019
 
Equity and liabilities
                   
Equity attributable to the Company
                   
Share capital
   
13
     
10,160
     
10,160
 
Parent company reserves
   
13
     
1,817,486
     
1,900,800
 
Other reserves
   
9
     
46,801
     
73,797
 
Accumulated currency translation differences
           
(113,220
)
   
(90,824
)
Retained earnings
   
13
     
(413,628
)
   
(385,457
)
Non-controlling interest
   
13
     
209,520
     
206,380
 
                         
Total equity
           
1,557,119
     
1,714,856
 
                         
Non-current liabilities
                       
Long-term corporate debt
   
14
     
813,480
     
695,085
 
Long-term project debt
   
15
     
4,194,978
     
4,069,909
 
Grants and other liabilities
   
16
     
1,602,155
     
1,641,752
 
Related parties
   
11
     
14,102
     
17,115
 
Derivative liabilities
   
9
     
340,507
     
298,744
 
Deferred tax liabilities
           
248,715
     
248,996
 
                         
Total non-current liabilities
           
7,213,937
     
6,971,601
 
                         
Current liabilities
                       
Short-term corporate debt
   
14
     
23,493
     
28,706
 
Short-term project debt
   
15
     
812,555
     
782,439
 
Trade payables and other current liabilities
   
17
     
128,577
     
128,062
 
Income and other tax payables
           
31,265
     
34,151
 
                         
Total current liabilities
           
995,890
     
973,358
 
                         
Total equity and liabilities
           
9,766,946
     
9,659,815
 

(1)
Notes 1 to 22 are an integral part of the consolidated condensed interim financial statements.

Consolidated condensed income statements for the six-month periods ended June 30, 2020 and 2019

Amounts in thousands of U.S. dollars

   

Note (1)
   
For the six-month period ended June 30,
 
           
2020
   
2019
 
Revenue
   
4
     
465,747
     
504,790
 
Other operating income
   
20
     
57,236
     
44,908
 
Employee benefit expenses
           
(24,333
)
   
(10,777
)
Depreciation, amortization, and impairment charges
   
4
     
(194,073
)
   
(150,063
)
Other operating expenses
   
20
     
(126,092
)
   
(132,523
)
                         
Operating profit
           
178,485
     
256,335
 
                         
Financial income
   
19
     
5,673
     
517
 
Financial expense
   
19
     
(210,113
)
   
(210,532
)
Net exchange differences
           
(1,176
)
   
326
 
Other financial income/(expense), net
   
19
     
2,819
     
(211
)
                         
Financial expense, net
           
(202,797
)
   
(209,900
)
                         
Share of profit/(loss) of associates carried under the equity method
           
1,591
     
3,352
 
                         
Profit/(loss) before income tax
           
(22,721
)
   
49,787
 
                         
Income tax
   
18
     
(3,471
)
   
(27,040
)
                         
Profit/(loss) for the period
           
(26,192
)
   
22,747
 
                         
Loss/(profit) attributable to non-controlling interests
           
(1,979
)
   
(5,791
)
                         
Profit/(loss) for the period attributable to the Company
           
(28,171
)
   
16,956
 
                         
Weighted average number of ordinary shares outstanding (thousands)
   
21
     
101,602
     
100,516
 
                         
Basic and diluted earnings per share (U.S. dollar per share)
   
21
     
(0.28
)
   
0.17
 

(1)
Notes 1 to 22 are an integral part of the consolidated condensed interim financial statements.

Consolidated condensed statements of comprehensive income for the six-month periods ended June 30, 2020 and 2019

Amounts in thousands of U.S. dollars

   
For the six-month period ended June 30,
 
   
2020
   
2019
 
Profit/(loss) for the period
   
(26,192
)
   
22,747
 
Items that may be subject to transfer to income statement
               
Change in fair value of cash flow hedges
   
(65,683
)
   
(89,199
)
Currency translation differences
   
(31,702
)
   
(13,121
)
Tax effect
   
16,182
     
21,939
 
                 
Net income/(expenses) recognized directly in equity
   
(81,203
)
   
(80,381
)
                 
Cash flow hedges
   
30,043
     
29,320
 
Tax effect
   
(7,511
)
   
(7,330
)
                 
Transfers to income statement
   
22,532
     
21,990
 
                 
Other comprehensive income/(loss)
   
(58,671
)
   
(58,391
)
                 
Total comprehensive income/(loss) for the period
   
(84,863
)
   
(35,644
)
                 
Total comprehensive (income)/loss attributable to non-controlling interest
   
7,300
     
(673
)
                 
Total comprehensive income/(loss) attributable to the Company
   
(77,563
)
   
(36,317
)

Consolidated condensed statements of changes in equity for the six-month periods ended June 30, 2020 and 2019

Amounts in thousands of U.S. dollars

   
Share
Capital
   
Parent
company
reserves
   
Other
reserves
   
Retained
earnings
   
Accumulated
currency
translation
differences
   
Total
equity
attributable
to the
Company
   
Non-
controlling
interest
   
Total
equity
 
Balance as of December 31, 2018
   
10,022
     
2,029,940
     
95,011
     
(449,274
)
   
(68,315
)
   
1,617,384
     
138,728
     
1,756,112
 
                                                                 
Profit/(loss) for the six -month period after taxes
   
     
     
     
16,956
     
     
16,956
     
5,791
     
22,747
 
Change in fair value of cash flow hedges
   
     
     
(56,490
)
   
1,682
     
     
(54,808
)
   
(5,071
)
   
(59,879
)
Currency translation differences
   
     
     
     
     
(12,189
)
   
(12,189
)
   
(932
)
   
(13,121
)
Tax effect
   
     
     
13,724
     
     
     
13,724
     
885
     
14,609
 
Other comprehensive income
   
     
     
(42,766
)
   
1,682
     
(12,189
)
   
(53,273
)
   
(5,118
)
   
(58,391
)
                                                                 
Total comprehensive income
   
     
     
(42,766
)
   
18,638
     
(12,189
)
   
(36,317
)
   
673
     
(35,644
)
                                                                 
Capital reduction
   
     
     
     
     
     
     
(1,867
)
   
(1,867
)
                                                                 
Capital increase (Note 13)
   
138
     
29,862
     
     
     
     
30,000
     
     
30,000
 
                                                                 
Changes in scope (Note 5)
   
     
     
     
     
     
     
92,303
     
92,303
 
                                                                 
Dividend distribution (declared)
   
     
(76,705
)
   
     
     
     
(76,705
)
   
(22,944
)
   
(99,649
)
                                                                 
Balance as of June 30, 2019
   
10,160
     
1,983,097
     
52,245
     
(430,636
)
   
(80,504
)
   
1,534,362
     
206,893
     
1,741,255
 


 
Share
Capital
   
Parent
company
reserves
   
Other
reserves
   
Retained
earnings
   
Accumulated
currency
translation
differences
   
Total
equity
attributable
to the
Company
   
Non-
controlling
interest
   
Total
equity
 
Balance as of December 31, 2019
   
10,160
     
1,900,800
     
73,797
     
(385,457
)
   
(90,824
)
   
1,508,476
     
206,380
     
1,714,856
 
                                                                 
Profit/(loss) for the six -month period after taxes
   
-
     
-
     
-
     
(28,171
)
   
-
     
(28,171
)
   
1,979
     
(26,192
)
Change in fair value of cash flow hedges
   
-
     
-
     
(35,676
)    
-
     
-
     
(35,676
)
   
36
     
(35,640
)
Currency translation differences
   
-
     
-
     
-
     
-
     
(22,396
)
   
(22,396
)
   
(9,306
)
   
(31,702
)
Tax effect
   
-
     
-
     
8,680
     
-
     
-
     
8,680
     
(9
)
   
8,671
 
Other comprehensive income
   
-
     
-
     
(26,996
)
   
-
     
(22,396
)
   
(49,392
)
   
(9,279
)
   
(58,671
)
                                                                 
Total comprehensive income
   
-
     
-
     
(26,996
)    
(28,171
)
   
(22,396
)
   
(77,563
)
   
(7,300
)
   
(84,863
)
                                                                 
Change in the scope
   
-
     
-
             
-
     
-
     
-
     
25,079
     
25,079
 
                                                                 
Dividend distribution (declared)
   
-
     
(83,314
)
   
-
     
-
     
-
     
(83,314
)
   
(14,639
)
   
(97,953
)
                                                                 
Balance as of June 30, 2020
   
10,160
     
1,817,486
     
46,801
     
(413,628
)
   
(113,220
)
   
1,347,599
     
209,520
     
1,557,119
 

Consolidated condensed cash flows statements for the six-month periods ended June 30, 2020 and 2019

Amounts in thousands of U.S. dollars

   
For the six-month period ended
June 30,
 
   
2020
   
2019
 
I. Profit/(loss) for the period
   
(26,192
)
   
22,747
 
Financial expense and non-monetary adjustments
   
389,557
     
361,616
 
                 
II. Profit for the period adjusted by financial expense and non-monetary adjustments
   
363,365
     
384,363
 
                 
III. Variations in working capital
   
(84,005
)
   
(91,926
)
                 
Net interest and income tax paid
   
(130,953
)
   
(143,329
)
                 
A. Net cash provided by operating activities
   
148,407
     
149,108
 
                 
Investment in contracted concessional assets*
   
5,675
     
14,704
 
Other non-current assets/liabilities
   
(8,249
)
   
(30,439
)
Acquisitions and other financial instruments
   
8,943
     
(103,614
)
Dividends received from entities under the equity method
   
10,382
     
-
 
B. Net cash provided by/(used in) investing activities
   
16,751
     
(119,349
)
                 
Proceeds from Project & Corporate debt
   
594,803
     
308,981
 
Repayment of Project & Corporate debt
   
(425,392
)
   
(433,906
)
Dividends paid to Company´s shareholders
   
(83,314
)
   
(76,705
)
Dividends paid to non-controlling interest
   
(14,160
)
   
(5,105
)
Proceeds for capital increase
   
-
     
30,000
 
Proceeds from non-controlling interest
   
-
     
92,303
 
C. Net cash provided by/(used in) financing activities
   
71,937
     
(84,432
)
                 
Net increase/(decrease) in cash and cash equivalents
   
237,095
     
(54,673
)
                 
Cash and cash equivalents at beginning of the period
   
562,795
     
631,542
 
                 
Translation differences in cash or cash equivalent
   
(11,121
)
   
(803
)
                 
Cash and cash equivalents at end of the period
   
788,769
     
576,066
 

* Includes proceeds for $7.4 million and $14.8 million for the six-month period ended June 30, 2020 and June 30, 2019 respectively, related to the amounts Solana received from Abengoa further to Abengoa´s obligation as EPC Contractor.

Notes to the consolidated condensed interim financial statements

Note 1.- Nature of the business
16
   
Note 2.- Basis of preparation
20
   
Note 3.- Financial risk management
22
   
Note 4.- Financial information by segment
23
   
Note 5.- Changes in the scope of the consolidated condensed interim financial statements
29
   
Note 6.- Contracted concessional assets
31
   
Note 7.- Investments carried under the equity method
32
   
Note 8.- Financial Investments
33
   
Note 9.- Derivative financial instruments
33
   
Note 10.- Fair Value of financial instruments
34
   
Note 11.- Related parties
34
   
Note 12.- Trade and other receivables
35
   
Note 13.- Equity
35
   
Note 14.- Corporate debt
36
   
Note 15.- Project debt
37
   
Note 16.- Grants and other liabilities
39
   
Note 17.-Trade payables and other current liabilities
40
   
Note 18.- Income tax
40
   
Note 19.- Financial income and expenses
40
   
Note 20.- Other operating income and expenses
41
   
Note 21.- Earnings per share
42
   
Note 22.- Subsequent events
42

Note 1. - Nature of the business

Atlantica Sustainable Infrastructure plc (“Atlantica” or the “Company”) was incorporated in England and Wales as a private limited company on December 17, 2013 under the name Abengoa Yield Limited. On March 19, 2014, the Company was re-registered as a public limited company, under the name Abengoa Yield plc which changed the registered name to Atlantica Yield plc on May 13, 2016. On May 7, 2020, the Company changed its registered name to Atlantica Sustainable Infrastructure plc.

Atlantica is a sustainable total return infrastructure company that owns, manages and acquires renewable energy, efficient natural gas, electric transmission lines and water assets focused on North America (the United States, Mexico and Canada), South America (Peru, Chile and Uruguay) and EMEA (Spain, Algeria and South Africa).

Atlantica’s shares began trading on the NASDAQ Global Select Market under the symbol “ABY” on June 13, 2014. The symbol changed to “AY” on November 11, 2017.

Algonquin Power & Utilities (“Algonquin”) is the largest shareholder of the Company and currently owns a 44.2% stake in Atlantica. Algonquin’s shareholding in Atlantica may be increased up to a 48.5% without any change in corporate governance. Algonquin’s voting rights and rights to appoint directors are limited to a 41.5% and an additional shares vote replicating non-Algonquin’s shareholders vote. Algonquin does not consolidate the Company in its consolidated financial statements.

During the year 2019, the Company completed the following acquisitions:

-           In January 2019, the Company entered into an agreement with Abengoa S.A. (“Abengoa”) under the Abengoa ROFO Agreement for the acquisition of Befesa Agua Tenes, a holding company which owns a 51% stake in Ténès Lilmiyah SpA (“Tenes”), a water desalination plant in Algeria. The Company paid in January 2019 an advanced payment of $19.9 million. Closing of the acquisition was subject to conditions precedent. In accordance with the terms of the share purchase agreement, the advanced payment was converted into a secured loan to be reimbursed by Befesa Agua Tenes, together with 12% per annum interest, through a full cash-sweep of all the dividends generated to be received from the asset no later than September 30, 2031. In October 2019, the Company received a first payment of $7.8 million through the cash sweep mechanism.

-            On May 24, 2019, Atlantica and Algonquin formed Atlantica Yield Solutions Canada Inc. (“AYES Canada”), a vehicle to channel co-investment opportunities in which Atlantica holds the majority of voting rights. AYES Canada’s first investment was in Amherst Island, a 75 MW wind plant in Canada owned by the project company Windlectric, Inc. (“Windlectric”). Atlantica invested $4.9 million and Algonquin invested $92.3 million, both through AYES Canada, which in turn invested those funds in Amherst Island Partnership (“AIP), the holding company of Windlectric.

-            On August 2, 2019, the Company closed the acquisition of ASI Operations LLC (“ASI Ops”), the company that performs the operation and maintenance services to Solana and Mojave plants. The consideration paid was $6 million.

-             On August 2, 2019, the Company closed the acquisition of a 30% stake in Monterrey, a 142 MW gas-fired engine facility (“Monterrey”), and paid $42 million for the total investment.

-             On October 22, 2019, the Company closed the acquisition of ATN Expansion 2 from Enel Green Power Perú, for a total equity investment of approximately $20 million, controlling the asset from this date. Transfer of the concession agreement is pending authorization from the Ministry of Energy in Peru. If this authorization were not to be obtained before December 2020, the transaction would be reversed with no penalties to Atlantica. Enel Green Power Perú issued a bank guarantee to face this potential repayment obligation to Atlantica.

On April 3, 2020, the Company made an initial investment in the creation of a renewable energy platform in Chile, together with financial partners, where it owns approximately a 35% stake and has a strategic investor role. The first investment was the acquisition of a 55 MW solar PV plant in an area with excellent solar resource (“Chile PV I”). This asset has been in operation since 2016 demonstrating good operating track record while selling its production in the Chilean power market. The platform intends to make further investments in renewable energy in Chile and to sign PPAs with credit worthy off-takers. The initial contribution was approximately $4 million.

On May 31, 2020, the Company entered into a new $4.5 million secured loan agreement with Befesa Agua Tenes, in addition to the initial one granted in 2019, which pending repayment at this date, including interests accrued, was $14.0 million. This new loan agreement should be reimbursed by Befesa Agua Tenes, together with a 12% per annum interest, through a full cash-sweep of all the dividends generated to be received from the Tenes asset no later than May 31, 2032. The new agreement signed with Abengoa provides Atlantica with control over the Board of Directors of Befesa Agua Tenes together with a series of decision rights at Tenes level from this date, and a call option over the shares of Tenes at a call price of $1, among others.

The following table provides an overview of the main concessional assets the Company owned or had an interest in as of June 30, 2020:

Assets
Type
Ownership
Location
Currency(10)
Capacity
(Gross)
Counterparty
Credit Ratings(11)
COD*
Contract
Years
Left(15)
                 
Solana
Renewable
(Solar)
100%
Class B(1)
Arizona
(USA)
USD
280 MW
A-/A2/A-
2013
24
                 
Mojave
Renewable
(Solar)
100%
California
(USA)
USD
280 MW
BB-/WR/BB
2014
20
                 
Solaben 2 & 3
Renewable
(Solar)
70%(2)
Spain
Euro
2x50 MW
A/Baa1/A-
2012
18/17
                 
Solacor 1 & 2
Renewable
(Solar)
87%(3)
Spain
Euro
2x50 MW
A/Baa1/A-
2012
17/17
                 
PS10/PS20
Renewable
(Solar)
100%
Spain
Euro
31 MW
A/Baa1/A-
2007&
2009
12/14
                 
Helioenergy 1 & 2
Renewable
(Solar)
100%
Spain
Euro
2x50 MW
A/Baa1/A-
2011
17/17
                 
Helios 1 & 2
Renewable
(Solar)
100%
Spain
Euro
2x50 MW
A/Baa1/A-
2012
18/18
                 
Solnova 1, 3 & 4
Renewable
(Solar)
100%
Spain
Euro
3x50 MW
A/Baa1/A-
2010
15/15/16
                 
Solaben 1 & 6
Renewable
(Solar)
100%
Spain
Euro
2x50 MW
A/Baa1/A-
2013
19/19
                 
Kaxu
Renewable
(Solar)
51%(4)
South
Africa
Rand
100 MW
BB-/Ba1/
BB(12)
2015
15
                 
Palmatir
Renewable
(Wind)
100%
Uruguay
USD
50 MW
BBB/Baa2/BBB-(13)
2014
14
                 
Cadonal
Renewable
(Wind)
100%
Uruguay
USD
50 MW
BBB/Baa2/BBB-(13)
2014
15

ACT
Efficient
natural gas
100%
Mexico
USD
300 MW
BBB/ Ba2/
BB-
2013
13

Monterrey
Efficient
natural gas
30%
Mexico
USD
142 MW
Not rated
2018
19
                 
ATN (14)
Transmission
line
100%
Peru
USD
379 miles
BBB+/A3/BBB+
2011
21
                 
ATS
Transmission
line
100%
Peru
USD
569 miles
BBB+/A3/BBB+
2014
24
                 
ATN 2
Transmission
line
100%
Peru
USD
81 miles
Not rated
2015
13
                 
Quadra 1/2
Transmission
line
100%
Chile
USD
49 miles/ 32 miles
Not rated
2014
15/15
                 
Palmucho
Transmission
line
100%
Chile
USD
6 miles
BBB+/Baa1/
A-
2007
18
                 
Chile TL3
Transmission
line
100%
Chile
USD
50 miles
A+/A1/A
1993
Regulated
                 
Skikda
Water
34.2%(5)
Algeria
USD
3.5 M
ft3/day
Not rated
2009
14
                 
Honaine
Water
25.5%(6)
Algeria
USD
7 M ft3/
day
Not rated
2012
18
                 
Seville PV
Renewable
(Solar)
80%(7)
Spain
Euro
1 MW
A/Baa1/A-
2006
16
                 
Melowind
Renewable
(Wind)
100%
Uruguay
USD
50 MW
BBB/Baa2/BBB-
2015
16
                 
Mini-Hydro
Renewable
(Hydraulic)
100%
Peru
USD
4 MW
BBB+/A3/BBB+
2012
13
                 
Tenes
Water
51%(8)
Algeria
USD
7 M ft3/
day
Not rated
2015
20
                 
Chile PV I
Renewable
(Solar)
35%(9)
Chile
USD
55 MW
N/A
2016
N/A

(1)        On September 30, 2013, Liberty Interactive Corporation agreed to invest $300 million in Class A shares of ASO Holdings Company LLC, the holding company of Solana, in exchange for a share of the dividends and the taxable losses generated by Solana (Note 16).

(2)          Itochu Corporation, a Japanese trading company, holds 30% of the shares in each of Solaben 2 and Solaben 3.

(3)          JGC, a Japanese engineering company, holds 13% of the shares in each of Solacor 1 and Solacor 2.

(4)          Kaxu is owned by the Company (51%), Industrial Development Corporation of South Africa (29%) and Kaxu Community Trust (20%).

(5)          Algerian Energy Company, SPA owns 49% of Skikda and Sacyr Agua, S.L. owns the remaining 16.83%.

(6)          Algerian Energy Company, SPA owns 49% of Honaine and Sacyr Agua, S.L. owns the remaining 25.5%.

(7)          Instituto para la Diversificación y Ahorro de la Energía (“Idae”), a Spanish state owned company, holds 20% of the shares in Seville PV.

(8)         Algerian Energy Company, SPA owns 49% of Tenes.

(9)         Fondo de Inversion WEG-4 holds 65% of the shares in Chile PV I.

(10)        Certain contracts denominated in U.S. dollars are payable in local currency.

(11)        Reflects the counterparty’s credit ratings issued by Standard & Poor’s Ratings Services, or S&P, Moody’s Investors Service Inc., or Moody’s, and Fitch Ratings Ltd, or Fitch.

(12)        Refers to the credit rating of the Republic of South Africa. The offtaker is Eskom, which is a state-owned utility company in South Africa.

(13)        Refers to the credit rating of Uruguay, as UTE (Administración Nacional de Usinas y Transmisoras Eléctricas) is unrated.

(14)        Including the acquisition of ATN Expansion 1 & 2.

(15)        As of December 31, 2019.

(*)          Commercial Operation Date.

The project financing arrangement of Kaxu contains cross-default provisions related to Abengoa such that debt defaults by Abengoa, subject to certain threshold amounts and/or a restructuring process, could trigger a default under the Kaxu project financing arrangement. In March 2017, Atlantica obtained a waiver in its Kaxu project financing arrangement which waives any potential cross-defaults with Abengoa up to that date, but it does not cover potential future cross-default events. If Abengoa reached an agreement for its debt restructuring, the Company may need to obtain a waiver when such restructuring is effective. In addition, the Company has requested a pre-emptive waiver to the lenders to waive potential cross-defaults with Abengoa. As of June 30, 2020, the Company is not aware of the existence of any cross-default events with Abengoa.

Outbreak of the COVID-19

The outbreak of the COVID-19 coronavirus disease (“COVID-19”) was declared a pandemic by the World Health Organization in March 2020 and continues to spread in some of the key markets of the Company. The COVID-19 virus continues to evolve rapidly, and its ultimate impact is uncertain and subject to change. Governmental authorities have imposed or recommended measures or responsive actions, including quarantines of certain geographic areas and travel restrictions.

Main risks and uncertainties identified by the Company, which may result in a material adverse effect on its business, financial condition, results of operations and cash flows, are:

-            The COVID-19 may affect the operation and maintenance employees of the Company as well as suppliers of operation and maintenance. Furthermore, COVID-19 has caused travel restrictions and significant disruptions to global supply chains. A prolonged disruption could limit the availability of certain parts required to operate the facilities of the Company and adversely impact the ability of its operation and maintenance suppliers. If the Company were to experience a shortage of or inability to acquire critical spare parts, it could incur significant delays in returning facilities to full operation.

-          Slowdown of broad sectors of the economy, a general reduction in demand, including demand for commodities and a negative impact on prices of commodities, including electricity, oil and gas. The global outbreak has also caused significant disruption and volatility in the global financial markets, especially from the end of February until the end on May 2020, including the market price of the shares of the Company. Debt and equity markets have also been affected and there have been weeks with a very low number of new debt and equity issuance transactions. Interest rates for new issuances and spreads with respect to treasury yields increased significantly. Although the revenues of the Company are generally contracted or regulated, clients may be affected by a reduced demand, lower commodity prices and the turmoil in the credit markets. A reduced demand and low prices persisting over time could cause delays in collections, a deterioration in the financial situation of the clients of the Company or their bankruptcy.

Measures taken by the Company so far have focused on reinforcing safety measures in all its assets while it continues to provide a reliable service to its clients. For example, the Company has implemented the use of additional protection equipment, reinforced access control to its plants, reduced contact between employees, changed shifts, tested employees, identified and isolated potential cases together with their close contacts and taken additional measures to increase safety measures for its employees and operation and maintenance suppliers’ employees working at its assets. Furthermore, the Company has adopted additional precautionary measures intended to mitigate potential risks to its employees, including temporarily requiring all employees to work remotely when their work can be done from home, and suspending all non-essential travel. The Company has also reinforced its physical and cyber-security measures. Since May 2020, the Company has re-opened certain offices at partial capacity and under strict safety measures. In addition, the Company has increased the purchase of spare parts and equipment required for operations, to manage potential disruptions in the supply chain. The Company continues to monitor the situation closely in all assets and offices to take additional action if required.

The COVID-19 did not have any material impact on these condensed interim financial statements.

Note 2. - Basis of preparation

The accompanying consolidated condensed interim financial statements represent the consolidated results of the Company and its subsidiaries.

The company´s annual consolidated financial statements as of December 31, 2019, were approved by the Board of Directors on February 26, 2020.

These consolidated condensed interim financial statements are presented in accordance with International Accounting Standards (“IAS”) 34, “Interim Financial Reporting”. In accordance with IAS 34, interim financial information is prepared solely in order to update the most recent annual consolidated financial statements prepared by the Company, placing emphasis on new activities, occurrences and circumstances that have taken place during the six-month period ended June 30, 2020, and not duplicating the information previously published in the annual consolidated financial statements for the year ended December 31, 2019. Therefore, the consolidated condensed interim financial statements do not include all the information that would be required in a complete set of consolidated financial statements prepared in accordance with the IFRS-IASB (“International Financial Reporting Standards-International Accounting Standards Board”). In view of the above, for an adequate understanding of the information, these consolidated condensed interim financial statements must be read together with Atlantica’s consolidated financial statements for the year ended December 31, 2019 included in the 2019 20-F.

In determining the information to be disclosed in the notes to the consolidated condensed interim financial statements, Atlantica, in accordance with IAS 34, has taken into account its materiality in relation to the consolidated condensed interim financial statements.

The consolidated condensed interim financial statements are presented in U.S. dollars, which is the Company’s functional and presentation currency. Amounts included in these consolidated condensed interim financial statements are all expressed in thousands of U.S. dollars, unless otherwise indicated.

These consolidated condensed interim financial statements were approved by the Board of Directors of the Company on July 31, 2020.

Application of new accounting standards

a) Standards, interpretations and amendments effective from January 1, 2020 under IFRS-IASB, applied by the Company in the preparation of these condensed interim financial statements:

-             IFRS 3 (Amendment). Definition of Business. This amendment is mandatory for annual periods beginning on or after January 1, 2020 under IFRS-IASB, earlier application is permitted.
-             IAS 1 and IAS 8 (Amendment). Definition of Material. This amendment is mandatory for annual periods beginning on or after January 1, 2020 under IFRS-IASB, earlier application is permitted.
-             IFRS 7 and IFRS 9. Amendments regarding pre-replacement issues in the context of the IBOR reform. These amendments are mandatory for annual periods beginning on or after January 1, 2020 under IFRS-IASB.
-             IFRS 16. Amendment to provide lessees with an exemption from assessing whether a COVID-19-related rent concession is a lease modification. This amendment is mandatory for annual periods beginning on or after June 1, 2020 under IFRS-IASB.
-             IAS 41. Amendments resulting from Annual Improvements to IFRS Standards 2018–2020 (taxation in fair value measurements) These amendments are mandatory for annual periods beginning on or after January 1, 2020 under IFRS-IASB.
-            Amendments to References to the Conceptual Frameworks in IFRS Standards. This Standard is applicable for annual periods beginning on or after January 1, 2020 under IFRS-IASB.

The applications of these amendments have not had any material impact on these condensed interim financial statements.

b) Standards, interpretations and amendments published by the IASB that will be effective for periods beginning on or after January 1, 2021:
-             IFRS 17 ‘Insurance Contracts’. This Standard is applicable for annual periods beginning on or after January 1, 2023 under IFRS-IASB, earlier application is permitted.
-             IAS 1 (Amendment). Classification of liabilities. This amendment is mandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.
-             IFRS 1. Amendments resulting from Annual Improvements to IFRS Standards 2018–2020 (subsidiary as a first-time adopter) This amendment is mandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.
-             IFRS 3. Amendments updating a reference to the Conceptual Framework This amendment is mandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.
-             IFRS 4. Amendments regarding the expiry date of the deferral approach.   The fixed expiry date for the temporary exemption in IFRS 4 from applying IFRS 9 is now 1 January 2023.
-            IFRS 9. Amendments resulting from Annual Improvements to IFRS Standards 2018–2020. This amendment is mandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.
-           IFRS 17. Amendments to address concerns and implementation challenges that were identified after IFRS 17 was published. This amendment is mandatory for annual periods beginning on or after January 1, 2023 under IFRS-IASB.
-             IAS 16. Amendments prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. This amendment is mandatory for annual periods beginning on or after January 1, 2022 under IFRS-IASB.

The Company does not anticipate any significant impact on the consolidated condensed financial statements derived from the application of the new standards and amendments that will be effective for annual periods beginning on or after January 1, 2021, although it is currently still in the process of evaluating such application.

Use of estimates

Some of the accounting policies applied require the application of significant judgment by management to select the appropriate assumptions to determine these estimates. These assumptions and estimates are based on the Company´s historical experience, advice from experienced consultants, forecasts and other circumstances and expectations as of the close of the financial period. The assessment is considered in relation to the global economic situation of the industries and regions where the Company operates, taking into account future development of our businesses. By their nature, these judgments are subject to an inherent degree of uncertainty; therefore, actual results could materially differ from the estimates and assumptions used. In such cases, the carrying values of assets and liabilities are adjusted.

The most critical accounting policies, which reflect significant management estimates and judgment to determine amounts in these consolidated condensed interim financial statements, are as follows:

Contracted concessional agreements.

Impairment of intangible assets and property, plant and equipment.

Assessment of control.

Derivative financial instruments and fair value estimates.

Income taxes and recoverable amount of deferred tax assets.

As of the date of preparation of these consolidated condensed interim financial statements, no relevant changes in the estimates made are anticipated and, therefore, no significant changes in the value of the assets and liabilities recognized at June 30, 2020 are expected.

Although these estimates and assumptions are being made using all available facts and circumstances, it is possible that future events may require management to amend such estimates and assumptions in future periods. Changes in accounting estimates are recognized prospectively, in accordance with IAS 8, in the consolidated income statement of the period in which the change occurs.

Note 3. - Financial risk management

Atlantica’s activities are exposed to various financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. Risk is managed by the Company’s Risk, Finance and Compliance Departments, which are responsible for identifying and evaluating financial risks, quantifying them by project, region and company, in accordance with mandatory internal management rules. Written internal policies exist for global risk management, as well as for specific areas of risk. In addition, there are official written management regulations regarding key controls and control procedures for each company and the implementation of these controls is monitored through internal audit procedures.

These consolidated condensed interim financial statements do not include all financial risk management information and disclosures required for annual financial statements and should be read together with the information included in Note 3 to Atlantica’s annual consolidated financial statements as of December 31, 2019 included in the 2019 20-F.

Note 4. - Financial information by segment

Atlantica’s segment structure reflects how management currently makes financial decisions and allocates resources. Its operating segments are based on the following geographies where the contracted concessional assets are located:

North America

South America

EMEA

Based on the type of business, as of June 30, 2020, the Company had the following business sectors:

Renewable energy: Renewable energy assets include two solar plants in the United States, Solana and Mojave, each with a gross capacity of 280 MW and located in Arizona and California, respectively. The Company owns eight solar platforms in Spain: Solacor 1 and 2 with a gross capacity of 100 MW, PS10 and PS20 with a gross capacity of 31 MW, Solaben 2 and 3 with a gross capacity of 100 MW, Helioenergy 1 and 2 with a gross capacity of 100 MW, Helios 1 and 2 with a gross capacity of 100 MW, Solnova 1, 3 and 4 with a gross capacity of 150 MW, Solaben 1 and 6 with a gross capacity of 100 MW and Seville PV with a gross capacity of 1 MW. The Company also owns a solar plant in South Africa, Kaxu with a gross capacity of 100 MW, and a solar PV plant in Chile, Chile PV I with a gross capacity of 55 MW. Additionally, the Company owns three wind farms in Uruguay, Palmatir, Cadonal and Melowind, with a gross capacity of 50 MW each, a hydroelectric power plant in Peru with a gross capacity of 4 MW.

Efficient natural gas: Efficient natural gas assets include (i) ACT, a 300 MW cogeneration plant in Mexico, which is party to a 20-year take-or-pay contract with Pemex for the sale of electric power and steam, and (ii) a minority interest in Monterrey, a 142 MW gas-fired engine facility including 130 MW installed capacity and 12 MW battery capacity.

Electric transmission lines: Electric transmission assets include (i) three lines in Peru, ATN, ATS and ATN2, spanning a total of 1,029 miles; and (ii) four lines in Chile, Quadra 1, Quadra 2, Palmucho and Chile TL3, spanning a total of 137 miles.

Water: Water assets include interests in three desalination plants in Algeria, Honaine, Skikda and Tenes with an aggregate capacity of 17.5 Mft3 per day.

Atlantica’s Chief Operating Decision Maker (CODM) assesses the performance and assignment of resources according to the identified operating segments. The CODM considers the revenues as a measure of the business activity and the Adjusted EBITDA as a measure of the performance of each segment. Adjusted EBITDA is calculated as profit/(loss) for the period attributable to the parent company, after adding back loss/(profit) attributable to non-controlling interests from continued operations, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortization and impairment charges of entities included in these consolidated condensed interim financial statements.

In order to assess performance of the business, the CODM receives reports of each reportable segment using revenues and Adjusted EBITDA. Net interest expense evolution is assessed on a consolidated basis. Financial expense and amortization are not taken into consideration by the CODM for the allocation of resources.

In the six-month period ended June 30, 2020, Atlantica had four customers with revenues representing more than 10% of the total revenues, three in the renewable energy and one in the efficient natural gas business sectors. In the six-month period ended June 30, 2019, Atlantica had three customers with revenues representing more than 10% of the total revenues, two in the renewable energy and one in the efficient natural gas business sectors.

a)          The following tables show Revenues and Adjusted EBITDA by operating segments and business sectors for the six-month periods ended June 30, 2020 and 2019:

   
Revenue
 
Adjusted EBITDA
 
   
For the six-month period ended
June 30,
 
For the six-month period ended
June 30,
 
   
($ in thousands)
 
Geography
   
2020
 
2019
 
2020
 
2019
 
North America
   
157,932
     
164,536
     
139,273
     
147,162
 
South America
   
75,029
     
69,090
     
59,803
     
57,464
 
EMEA
   
232,786
     
271,164
     
173,481
     
201,772
 
Total
   
465,747
     
504,790
     
372,557
     
406,398
 

   
Revenue
 
Adjusted EBITDA
 
   
For the six-month period ended
June 30,
 
For the six-month period ended
June 30,
 
   
($ in thousands)
 
Business sector
 
2020
 
2019
 
2020
 
2019
 
Renewable energy
   
344,674
     
380,086
     
274,761
     
301,395
 
Efficient natural gas
   
52,032
     
61,698
     
45,877
     
54,302
 
Electric transmission lines
   
53,395
     
51,098
     
43,216
     
43,585
 
Water
   
15,646
     
11,908
     
8,703
     
7,116
 
Total
   
465,747
     
504,790
     
372,557
     
406,398
 

The reconciliation of segment Adjusted EBITDA with the profit/(loss) attributable to the Company is as follows:

   
For the six-month period ended
June 30,
($ in thousands)
 
   
2020
   
2019
 
Profit/(Loss) attributable to the Company
 
$
(28,171
)
   
16,956
 
(Loss)/Profit attributable to non-controlling interests
   
1,979
     
5,791
 
Income tax
   
3,471
     
27,040
 
Share of (profits)/losses of associates
   
(1,591
)
   
(3,352
)
Financial expense, net
   
202,797
     
209,900
 
Depreciation, amortization, and impairment charges
   
194,073
     
150,063
 
Total segment Adjusted EBITDA
 
$
372,557
     
406,398
 

b)          The assets and liabilities by operating segments (and business sector) as of June 30, 2020 and December 31, 2019 are as follows:

Assets and liabilities by geography as of June 30, 2020:

   
North
America
   
South America
   
EMEA
   
Balance as of
June 30,
2020
 
   
($ in thousands)
 
Assets allocated
                       
Contracted concessional assets
   
3,189,576
     
1,221,048
     
3,624,266
     
8,034,890
 
Investments carried under the equity method
   
79,187
     
-
     
47,425
     
126,613
 
Current financial investments
   
118,563
     
27,951
     
40,788
     
187,302
 
Cash and cash equivalents (project companies)
   
193,323
     
78,226
     
238,058
     
509,607
 
Subtotal allocated
   
3,580,649
     
1,327,225
     
3,950,538
     
8,858,412
 
Unallocated assets
                               
Other non-current assets
                           
231,374
 
Other current assets (including cash and cash equivalents at holding company level)
                           
677,160
 
Subtotal unallocated
                           
908,534
 
Total assets
                           
9,766,946
 

   
North
America
   
South America
   
EMEA
   
Balance as of
June 30,
2020
 
   
($ in thousands)
 
Liabilities allocated
                       
Long-term and short-term project debt
   
1,657,615
     
927,322
     
2,422,596
     
5,007,533
 
Grants and other liabilities
   
1,476,559
     
11,558
     
114,037
     
1,602,155
 
Subtotal allocated
   
3,134,174
     
938,880
     
2,536,633
     
6,609,688
 
Unallocated liabilities
                               
Long-term and short-term corporate debt
                           
836,973
 
Other non-current liabilities
                           
603,324
 
Other current liabilities
                           
159,842
 
Subtotal unallocated
                           
1,600,139
 
Total liabilities
                           
8,209,827
 
Equity unallocated
                           
1,557,119
 
Total liabilities and equity unallocated
                           
3,157,259
 
Total liabilities and equity
                           
9,766,946
 

Assets and liabilities by geography as of December 31, 2019:

   
North
America
   
South America
   
EMEA
   
Balance as of
December 31,
2019
 
   
($ in thousands)
 
Assets allocated
                       
Contracted concessional assets
   
3,299,198
     
1,186,552
     
3,675,379
     
8,161,129
 
Investments carried under the equity method
   
90,847
     
-
     
49,078
     
139,925
 
Current financial investments
   
159,267
     
29,190
     
20,673
     
209,131
 
Cash and cash equivalents (project companies)
   
181,458
     
80,909
     
234,097
     
496,464
 
Subtotal allocated
   
3,730,771
     
1,296,652
     
3,979,227
     
9,006,649
 
Unallocated assets
                               
Other non-current assets
                           
239,553
 
Other current assets (including cash and cash equivalents at holding company level)
                           
413,613
 
Subtotal unallocated
                           
653,166
 
Total assets
                           
9,659,815
 

   
North
America
   
South America
   
EMEA
   
Balance as of
December 31,
2019
 
   
($ in thousands)
 
Liabilities allocated
                       
Long-term and short-term project debt
   
1,676,251
     
884,835
     
2,291,262
     
4,852,348
 
Grants and other liabilities
   
1,490,679
     
12,864
     
138,209
     
1,641,752
 
Subtotal allocated
   
3,166,930
     
897,699
     
2,429,471
     
6,494,100
 
Unallocated liabilities
                               
Long-term and short-term corporate debt
                           
723,791
 
Other non-current liabilities
                           
564,855
 
Other current liabilities
                           
162,213
 
Subtotal unallocated
                           
1,450,859
 
Total liabilities
                           
7,944,959
 
Equity unallocated
                           
1,714,856
 
Total liabilities and equity unallocated
                           
3,165,715
 
Total liabilities and equity
                           
9,659,815
 

Assets and liabilities by business sector as of June 30, 2020:

   
Renewable
energy
   
Efficient
natural
gas
   
Electric
transmission
lines
   
Water
   
Balance as of
June 30,
2020
 
         
($ in thousands)
 
Assets allocated
                             
Contracted concessional assets
   
6,490,467
     
515,445
     
854,401
     
174,577
     
8,034,890
 
Investments carried under the equity method
   
64,115
     
17,716
     
46
     
44,736
     
126,613
 
Current financial investments
   
17,049
     
103,640
     
27,951
     
38,662
     
187,302
 
Cash and cash equivalents (project companies)
   
406,392
     
31,569
     
47,212
     
24,434
     
509,607
 
Subtotal allocated
   
6.978.023
     
668,370
     
929,610
     
282,409
     
8,858,412
 
Unallocated assets
                                       
Other non-current assets
                                   
231,374
 
Other current assets  (including cash and cash equivalents at holding company level)
                                   
677,160
 
Subtotal unallocated
                                   
908,534
 
Total assets
                                   
9,766,946
 

   
Renewable
energy
   
Efficient
natural
gas
   
Electric
transmission
lines
   
Water
   
Balance as of
June 30,
2020
 
   
($ in thousands)
 
Liabilities allocated
                             
Long-term and short-term project debt
   
3,731,485
     
516,805
     
636,140
     
123,103
     
5,007,533
 
Grants and other liabilities
   
1,594,452
     
83
     
6,251
     
1,369
     
1,602,155
 
Subtotal allocated
   
5,325,937
     
516,888
     
642,391
     
124,472
     
6,609,688
 
Unallocated liabilities
                                       
Long-term and short-term corporate debt
                                   
836,973
 
Other non-current liabilities
                                   
603,324
 
Other current liabilities
                                   
159,842
 
Subtotal unallocated
                                   
1,600,139
 
Total liabilities
                                   
8,209,827
 
Equity unallocated
                                   
1,557,119
 
Total liabilities and equity unallocated
                                   
3,157,259
 
Total liabilities and equity
                                   
9,766,946
 

Assets and liabilities by business sector as of December 31, 2019:

   
Renewable
energy
   
Efficient
natural
gas
   
Electric
transmission
lines
   
Water
   
Balance as of
December 31,
2019
 
   
($ in thousands)
 
Assets allocated
                             
Contracted concessional assets
   
6,644,024
     
559,069
     
872,757
     
85,280
     
8,161,129
 
Investments carried under the equity method
   
77,549
     
17,154
     
-
     
45,222
     
139,925
 
Current financial investments
   
13,798
     
148,723
     
28,237
     
18,373
     
209,131
 
Cash and cash equivalents (project companies)
   
421,198
     
11,850
     
53,868
     
9,548
     
496,464
 
Subtotal allocated
   
7,156,568
     
736,796
     
954,862
     
158,423
     
9,006,649
 
Unallocated assets
                                       
Other non-current assets
                                   
239,553
 
Other current assets (including cash and cash equivalents at holding company level)
                                   
413,613
 
Subtotal unallocated
                                   
653,166
 
Total assets
                                   
9,659,815
 

   
Renewable
energy
   
Efficient
natural gas
   
Electric
transmission
lines
   
Water
   
Balance as of
December 31,
2019
 
   
($ in thousands)
 
Liabilities allocated
                             
Long-term and short-term project debt
   
3,658,507
     
529,350
     
640,160
     
24,331
     
4,852,348
 
Grants and other liabilities
   
1,634,361
     
146
     
6,517
     
728
     
1,641,752