0001140361-21-037363.txt : 20211110 0001140361-21-037363.hdr.sgml : 20211110 20211110090845 ACCESSION NUMBER: 0001140361-21-037363 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 89 CONFORMED PERIOD OF REPORT: 20210930 FILED AS OF DATE: 20211110 DATE AS OF CHANGE: 20211110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Atlantica Sustainable Infrastructure plc CENTRAL INDEX KEY: 0001601072 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36487 FILM NUMBER: 211394687 BUSINESS ADDRESS: STREET 1: GREAT WEST HOUSE, GW1, 17TH FLOOR STREET 2: GREAT WEST ROAD CITY: BRENTFORD STATE: X0 ZIP: TW8 9DF BUSINESS PHONE: 44 20 7098 4384 MAIL ADDRESS: STREET 1: GREAT WEST HOUSE, GW1, 17TH FLOOR STREET 2: GREAT WEST ROAD CITY: BRENTFORD STATE: X0 ZIP: TW8 9DF FORMER COMPANY: FORMER CONFORMED NAME: Atlantica Yield plc DATE OF NAME CHANGE: 20160513 FORMER COMPANY: FORMER CONFORMED NAME: Abengoa Yield plc DATE OF NAME CHANGE: 20140326 FORMER COMPANY: FORMER CONFORMED NAME: Abengoa Yield Ltd DATE OF NAME CHANGE: 20140226 6-K 1 brhc10030427_6k.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 November 2021

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 3, 2021 (File 333-258395).



ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC
TABLE OF CONTENTS

   
Page
PART I – FINANCIAL INFORMATION
     
Item 1
11
     
Item 2
49
     
Item 3
79
     
Item 4
81
     
PART II – OTHER INFORMATION
     
Item 1
82
     
Item 1A 
82
     
Item 2
82
     
Item 3
83
     
Item 4
83
     
Item 5
83
     
Item 6
83
     
84

Definitions
 
Unless otherwise specified or the context requires otherwise in this quarterly report:
 
references to “2020 Green Private Placement” refer to the €290 million (approximately $336 million) senior secured notes maturing in June 20, 2026 which were issued under a senior secured note purchase agreement entered into 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 “Abengoa” refer to Abengoa, S.A., together with its subsidiaries, unless the context otherwise requires;
 
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, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018, including the related notes thereto, prepared in accordance with IFRS as issued by the IASB (as such terms are defined herein), included in our Annual Report;
 
references to “Annual Report” refer to our Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on March 1, 2021;
 
references to “Atlantica Jersey” refer to Atlantica Sustainable Infrastructure Jersey Limited, a wholly owned subsidiary of Atlantica;
 
references to “ATM Plan Letter Agreement” refer to the agreement by and among the Company and Algonquin dated August 3, 2021, pursuant to which the Company has offered Algonquin the right but not the obligation, on a quarterly basis, to purchase a number of ordinary shares to maintain its percentage interest in Atlantica at the average price of the shares sold under the Distribution Agreement in the previous quarter, as adjusted;
 
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 “Befesa Agua Tenes” refer to Befesa Agua Tenes, S.L.U;
 
references to “CAISO” refer to the California Independent System Operator;
 
references to “Calgary District Heating” or “Calgary” refer to the 55 MWt thermal capacity district heating asset in the city of Calgary which we acquired in May 2021;

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 “Chile PV 1” refer to the solar PV plant of 55 MW located in Chile;
 
references to “Chile PV 2” refer to the solar PV plant of 40 MW located in Chile;
 
references to “COD” refer to the commercial operation date of the applicable facility;
 
references to “Consolidated Condensed Interim Financial Statements” refer to the consolidated condensed unaudited interim financial statements as of September 30, 2021 and 2020 and for the nine-month period ended September 30, 2021 and 2020, including the related notes thereto prepared in accordance with IFRS as issued by the IASB, which form a part of this quarterly report;
 
references to “Coso” refer to the 135 MW geothermal plant located in California;
 
references to the “Distribution Agreement” refer to the agreement entered into 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;
 
references to “EMEA” refer to Europe, Middle East and Africa;
 
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 “EPC” refer to engineering, procurement and construction;
 
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 “Green Exchangeable Notes” refer to the $115 million green exchangeable senior notes due in 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 the 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 on April 8, 2020;

references to “Green Senior Notes” refer to the $400 million green senior notes due in 2028, 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 Senior Notes”;
 
references to “gross capacity” refer 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 “IAS” refer to International Accounting Standards issued by the IASB;
 
references to “IASB” refer to the International Accounting Standards Board;
 
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 IASB;
 
references to “ITC” refer to investment tax credits;
 
references to “JIBAR” refer to Johannesburg Interbank Average Rate;
 
references to “Kaxu” refer to the 100 MW solar plant of located in South Africa;
 
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, known as the Solana plant), previously owned by Liberty and purchased by us on August 17, 2020;
 
references to “LIBOR” refer to London Interbank Offered Rate;
 
references to “Logrosan” refer to Logrosan Solar Inversiones, S.A.;
 
references to “Mft3” refer to million standard cubic feet;
 
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 the Multinational Investment Guarantee Agency, a financial institution member of the World Bank Group which provides political insurance and credit enhancement guarantees;
 
references to “MW” refer to megawatts;
 
references to “MWh” refer to megawatt hour;
 
references to “MWt” refer to thermal megawatts;

 ●
references to “Note Issuance Facility 2017” refer to the senior secured note facility dated February 10, 2017, of €275 million (approximately $318 million), a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder, which was fully repaid in April 2020;
 
references to “Note Issuance Facility 2019” refer to the senior unsecured note facility dated April 30, 2019, and amended on May 14, 2019, October 23, 2020 and March 30, 2021 for a total amount of €268 million, approximately $310 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 which was fully repaid on June 4, 2021;
 
references to “Note Issuance Facility 2020” refer to the senior unsecured note facility dated July 8, 2020, and amended on March 30, 2021 of €140 million (approximately $162 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 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 “PV” refer to photovoltaic power;
 
references to “Revolving Credit Facility” refer 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, December 17, 2019, August 28, 2020 and March 1, 2021, providing for a senior secured revolving credit facility in an aggregate principal amount of $450 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 “Skikda” refer to the seawater desalination plant in Algeria, which is 34% owned by      Atlantica;
 
references to “Solaben Luxembourg” refer to Solaben Luxembourg S.A.;
 
references to “Tenes” refer to Ténès Lilmiyah SpA, the water desalination plant in Algeria, which is 51% owned by Befesa Agua Tenes;
 
references to “U.K.” refer to the United Kingdom;

references to “U.S.” or “United States” refer to the United States of America;
 
references to “Vento II” refer to the wind portfolio in the U.S. in which we acquired a 49% interest in June 2021; 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 make future investments and acquisitions on favorable terms, reputational risks, divergence of interests between our company and that of our largest shareholder, 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, performance or achievements, to differ materially from the future results, performance or achievements expressed 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 make new investments and acquisitions on favorable terms or to close outstanding acquisitions;
 
risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully;
 
potential issues and risks related to our project financing arrangement for Kaxu and the waiver thereunder;
 
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 ability to maintain appropriate insurance over our assets;
 
risks related to our facilities not performing as expected, unplanned outages, higher than expected operating costs and/ or capital expenditures;
 
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, our subsidiaries, our assets and our employees;
 
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;
 
our targets or expectations with respect to Adjusted EBITDA derived from low-carbon footprint assets;
 
risks related to our current or previous relationship with Abengoa, our former largest shareholder and currently one of our operation and maintenance suppliers, including bankruptcy, reputational risk and particularly the potential impact of Abengoa S.A.’s insolvency filing and Abenewco1, S.A.’s potential insolvency filing as well as litigation risk;
 
risks related to our relationship with our shareholders, including Algonquin, our major shareholder;
 
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-takers’ PG&E and Pemex;
 
sale of electricity to the Mexican market;
 
guidance related to the amount of Adjusted EBITDA from low carbon footprint assets;
 
statements about plans relating to our financings, including refinancing plans;
 
statements about plans and relating to our “at-the-market program” and the use of proceeds from the offering thereunder; and
 
other factors discussed under “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 these factors, nor can it assess the impact of each of these factors 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 September 30, 2021 and December 31, 2020

Amounts in thousands of U.S. dollars

         
As of
September 30,
   
As of
December 31,
 
   
Note (1)
   
2021
   
2020
 
Assets
                 
Non-current assets
                 
Contracted concessional assets
   
6
     
8,173,917
     
8,155,418
 
Investments carried under the equity method
   
7
     
296,762
     
116,614
 
Financial investments
   
8
     
88,866
     
89,754
 
Deferred tax assets
           
164,304
     
152,290
 
                         
Total non-current assets
           
8,723,849
     
8,514,076
 
                         
Current assets
                       
Inventories
           
33,156
     
23,958
 
Trade and other receivables
   
12
     
324,267
     
331,735
 
Financial investments
   
8
     
207,801
     
200,084
 
Cash and cash equivalents
   
15
     
763,545
     
868,501
 
                         
Total current assets
           
1,328,769
     
1,424,278
 
                         
Total assets
           
10,052,618
     
9,938,354
 

(1)
Notes 1 to 22 form an integral part of the Consolidated Condensed Interim Financial Statements.

Consolidated condensed statements of financial position as of September 30, 2021 and December 31, 2020

Amounts in thousands of U.S. dollars

         
As of
September 30,
   
As of
December 31,
 
   
Note (1)
   
2021
   
2020
 
Equity and liabilities
                 
Equity attributable to the Company
                 
Share capital
   
13
     
11,148
     
10,667
 
Share premium
   
13
     
836,269
     
1,011,743
 
Capital reserves
   
13
     
1,069,344
     
881,745
 
Other reserves
   
9
     
147,915
     
96,641
 
Accumulated currency translation differences
   
13
     
(122,188
)
   
(99,925
)
Accumulated deficit
   
13
     
(388,820
)
   
(373,489
)
Non-controlling interests
   
13
     
207,922
     
213,499
 
                         
Total equity
           
1,761,589
     
1,740,881
 
                         
Non-current liabilities
                       
Long-term corporate debt
   
14
     
1,009,128
     
970,077
 
Long-term project debt
   
15
     
4,568,387
     
4,925,268
 
Grants and other liabilities
   
16
     
1,271,460
     
1,229,767
 
Derivative liabilities
   
9
     
249,639
     
328,184
 
Deferred tax liabilities
           
302,612
     
260,923
 
                         
Total non-current liabilities
           
7,401,226
     
7,714,219
 
                         
Current liabilities
                       
Short-term corporate debt
   
14
     
20,951
     
23,648
 
Short-term project debt
   
15
     
710,493
     
312,346
 
Trade payables and other current liabilities
   
17
     
118,600
     
92,557
 
Income and other tax payables
           
39,759
     
54,703
 
                         
Total current liabilities
           
889,803
     
483,254
 
                         
Total equity and liabilities
           
10,052,618
     
9,938,354
 

(1)
Notes 1 to 22 form an integral part of the Consolidated Condensed Interim Financial Statements.
 
Consolidated condensed income statements for the nine-month periods ended September 30, 2021 and 2020

Amounts in thousands of U.S. dollars

   
Note (1)
   
For the nine-month period ended September 30,
 
         
2021
    2020  
Revenue
   
4
     
940,418
     
768,734
 
Other operating income
   
20
     
57,597
     
75,902
 
Employee benefit expenses
           
(59,105
)
   
(37,430
)
Depreciation, amortization, and impairment charges
   
4
     
(334,916
)
   
(302,166
)
Other operating expenses
   
20
     
(320,873
)
   
(197,635
)
                         
Operating profit
           
283,121
     
307,405
 
                         
Financial income
   
19
     
1,848
     
6,413
 
Financial expense
   
19
     
(277,000
)
   
(289,439
)
Net exchange differences
   
19
     
2,046
     
(1,482
)
Other financial income, net
   
19
     
21,684
     
62,597
 
                         
Financial expense, net
           
(251,422
)
   
(221,911
)
                         
Share of profit/(loss) of associates carried under the equity method
           
4,245
     
(2,248
)
                         
Profit before income tax
           
35,944
     
83,246
 
                         
Income tax
   
18
     
(42,390
)
   
(25,079
)
                         
Profit/(loss) for the period
           
(6,446
)
   
58,167
 
                         
(Profit)/loss attributable to non-controlling interests
           
(11,720
)
   
3,042
 
                         
Profit/(loss) for the period attributable to the Company
           
(18,166
)
   
61,209
 
                         
Weighted average number of ordinary shares outstanding (thousands) - basic
   
21
     
110,749
     
101,602
 
Weighted average number of ordinary shares outstanding (thousands) - diluted
   
21
     
114,156
     
102,499
 
Basic earnings per share (U.S. dollar per share)
   
21
     
(0.16
)
   
0.60
 
Diluted earnings per share (U.S. dollar per share)
   
21
     
(0.16
)
   
0.60
 

(1)
Notes 1 to 22 form an integral part of the Consolidated Condensed Interim Financial Statements.
 
Consolidated condensed statements of comprehensive income for the nine-month periods ended September 30, 2021 and 2020

Amounts in thousands of U.S. dollars

For the nine-month period ended September 30,
 
   
2021
   
2020
 
Profit/(loss) for the period
   
(6,446
)
   
58,167
 
Items that may be subject to transfer to income statement
               
Change in fair value of cash flow hedges
   
15,262
     
(33,159
)
Currency translation differences
   
(27,901
)
   
(18,884
)
Tax effect
   
(4,632
)
   
7,858
 
                 
Net income/(expense) recognized directly in equity
   
(17,271
)
   
(44,185
)
                 
Cash flow hedges
   
44,643
     
43,792
 
Tax effect
   
(11,161
)
   
(10,948
)
                 
Transfers to income statement
   
33,482
     
32,844
 
                 
Other comprehensive income/(loss)
   
16,211
     
(11,341
)
                 
Total comprehensive income/(loss) for the period
   
9,765
     
46,826
 
                 
Total comprehensive (income)/loss attributable to non-controlling interests
   
(8,981
)
   
9,323
 
                 
Total comprehensive income/(loss) attributable to the Company
   
784
     
56,149
 

Consolidated condensed statements of changes in equity for the nine-month periods ended September 30, 2021 and 2020

Amounts in thousands of U.S. dollars

   
Share
Capital
   
Share
premium
   
Capital
reserves
   
Other
reserves
   
Accumulated
currency
translation
differences
   
Accumulated
deficit
   
Total
equity
attributable
to the
Company
   
Non-
controlling
interest
   
Total
equity
 
Balance as of January 1, 2020
   
10,160
     
1,011,743
     
889,057
     
73,797
     
(90,824
)
   
(385,457
)
   
1,508,476
     
206,380
     
1,714,856
 
                                                                         
Profit for the nine -month period after taxes
   
-
     
-
     
-
     
-
     
-
     
61,209
     
61,209
     
(3,042
)
   
58,167
 
Change in fair value of cash flow hedges
   
-
     
-
     
-
     
10,850
     
-
     
-
     
10,850
     
(217
)
   
10,633
 
Currency translation differences
   
-
     
-
     
-
     
-
     
(12,766
)
   
-
     
(12,766
)
   
(6,118
)
   
(18,884
)
Tax effect
   
-
     
-
     
-
     
(3,144
)
   
-
     
-
     
(3,144
)
   
54
     
(3,090
)
Other comprehensive income
   
-
     
-
     
-
     
7,706
     
(12,766
)
   
-
     
(5,060
)
   
(6,281
)
   
(11,341
)
                                                                         
Total comprehensive income
   
-
     
-
     
-
     
7,706
     
(12,766
)
   
61,209
     
56,149
     
(9,323
)
   
46,826
 
                                                                         
Business combinations (Note 5)     -       -       -       -       -       -       -       25,079       25,079  
                                                                         
Distributions (Note 13)
   
-
     
-
     
(125,987
)
   
-
     
-
     
-
     
(125,987
)
   
(18,727
)
   
(144,714
)
                                                                         
Balance as of September 30, 2020
   
10,160
     
1,011,743
     
763,070
     
81,503
     
(103,590
)
   
(324,248
)
   
1,438,638
     
203,409
     
1,642,047
 

Notes 1 to 22 form an integral part of the Consolidated Condensed Interim Financial Statements.

   
Share
capital
   
Share
premium
   
Capital
reserves
   
Other
reserves
   
Accumulated
currency
translation
differences
   
Accumulated
Deficit
   
Total
equity
attributable
to the
Company
   
Non-
controlling
interests
   
Total
Equity
 
Balance as of January 1, 2021
   
10,667
     
1,011,743
     
881,745
     
96,641
     
(99,925
)
   
(373,489
)
   
1,527,382
     
213,499
     
1,740,881
 
                                                                         
Profit/(loss) for the nine -month period after taxes
   
-
     
-
     
-
     
-
     
-
     
(18,166
)
   
(18,166
)
   
11,720
     
(6,446
)
Change in fair value of cash flow hedges
   
-
     
-
     
-
     
66,553
     
-
     
(10,060
)
   
56,493
     
3,412
     
59,905
 
Currency translation differences
   
-
     
-
     
-
     
-
     
(22,264
)
   
-
     
(22,264
)
   
(5,637
)
   
(27,901
)
Tax effect
   
-
     
-
     
-
     
(15,279
)
   
-
     
-
     
(15,279
)
   
(514
)
   
(15,793
)
Other comprehensive income
   
-
     
-
     
-
     
51,274
     
(22,264
)
   
(10,060
)
   
18,950
     
(2,739
)
   
16,211
 
                                                                         
Total comprehensive income
   
-
     
-
     
-
     
51,274
     
(22,264
)
   
(28,226
)
   
784
     
8,981
     
9,765
 
                                                                         
Capital increase (Note 13)
   
481
     
24,526
     
129,567
     
-
     
-
     
-
     
154,574
     
-
     
154,574
 
                                                                         
Reduction of Share Premium (Note 13)
    -       (200,000 )     200,000       -       -       -       -       -       -  
                                                                         
Business combinations (Note 5)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
8,287
     
8,287
 
                                                                         
Share-based compensation (Note 13)
   
-
     
-
     
-
     
-
     
-
     
12,895
     
12,895
     
-
     
12,895
 
                                                                         
Distributions (Note 13)
   
-
     
-
     
(141,968
)
   
-
     
-
     
-
     
(141,968
)
   
(22,845
)
   
(164,813
)
                                                                         
Balance as of September 30, 2021
   
11,148
     
836,269
     
1,069,344
     
147,915
     
(122,189
)
   
(388,820
)
   
1,553,667
     
207,922
     
1,761,589
 

Notes 1 to 22 form an integral part of the Consolidated Condensed Interim Financial Statements.

Consolidated condensed cash flows statements for the nine-month periods ended September 30, 2021 and 2020

Amounts in thousands of U.S. dollars

   
Note (1)
   
For the nine-month periods ended
September 30,
 
         
2021
   
2020
 
I. Profit/(loss) for the period
         
(6,446
)
   
58,167
 
Financial expense and non-monetary adjustments
         
609,429
     
536,579
 
                       
II. Profit/(loss) for the period adjusted by non-monetary items
         
602,983
     
594,746
 
                       
III. Changes in working capital
         
47,987
     
(128,926
)
                       
Net interest and income tax paid
         
(209,030
)
   
(162,578
)
                       
A. Net cash provided by operating activities
         
441,940
     
303,242
 
                       
Acquisitions of subsidiaries and entities under the equity method
   
5&7
     
(337,539
)
   
8,943
 
Investment in contracted concessional assets
   
6
     
(10,348
)
   
3,819
 
Distributions from entities under the equity method
   
7
     
24,615
     
20,140
 
Other non-current assets/liabilities
           
375
     
(14,387
)
                         
B. Net cash (used in)/provided by investing activities
           
(322,897
)
   
18,515
 
                         
Proceeds from Project debt
   
15
     
11,149
     
603,948
 
Proceeds from Corporate debt
   
14
     
409,023
     
673,648
 
Repayment of Project debt
   
15
     
(256,170
)
   
(470,700
)
Repayment of Corporate debt     14
      (361,154 )     (488,866 )
Dividends paid to Company´s shareholders
   
13
     
(141,968
)
   
(125,986
)
Dividends paid to non-controlling interests
   
13
     
(23,327
)
   
(20,994
)
Purchase of Liberty´s equity interests in Solana
            -       (266,849 )
Capital increase
   
13
     
154,482
     
-
 
                         
C. Net cash provided by/(used in) financing activities
           
(207,965
)
   
(95,799
)
                         
Net increase/ (decrease) in cash and cash equivalents
           
(88,922
)
   
225,958
 
                         
Cash and cash equivalents at beginning of the period
           
868,501
     
562,795
 
                         
Translation differences in cash or cash equivalent
           
(16,034
)
   
142
 
                         
Cash and cash equivalents at end of the period
           
763,545
     
788,895
 

(1)
Notes 1 to 22 form an integral part of the Consolidated Condensed Interim Financial Statements.

Notes to the consolidated condensed interim financial statements
Note 1.- Nature of the business
19
   
Note 2.- Basis of preparation
22
   
Note 3.- Financial risk management
25
   
Note 4.- Financial information by segment
25
   
Note 5.- Business combinations
32
   
Note 6.- Contracted concessional assets
34
   
Note 7.- Investments carried under the equity method
36
   
Note 8.- Financial investments
37
   
Note 9.- Derivative financial instruments
37
   
Note 10.- Fair value of financial instruments
38
   
Note 11.- Related parties
38
   
Note 12.- Trade and other receivables
39
   
Note 13.- Equity
40
   
Note 14.- Corporate debt
41
   
Note 15.- Project debt
43
   
Note 16.- Grants and other liabilities
45
   
Note 17.-Trade payables and other current liabilities
45
   
Note 18.- Income tax
46
   
Note 19.- Financial expense, net
46
   
Note 20.- Other operating income and expenses
47
   
Note 21.- Earnings per share
48
   
Note 22.- Subsequent events
48

Note 1. - Nature of the business

Atlantica Sustainable Infrastructure plc (“Atlantica” or the “Company”) is a sustainable infrastructure company that owns, manages and invests in renewable energy, storage, efficient natural gas and heat, transmission lines and water assets focused on North America (the United States, Canada and Mexico), 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 Corp. (“Algonquin”) is the largest shareholder of the Company and currently owns a 43.9% stake in Atlantica. Algonquin’s voting rights and rights to appoint directors are limited to 41.5% and the difference between Algonquin´s ownership and 41.5% will vote replicating non-Algonquin’s shareholders’ vote.

During 2020, the Company completed the following acquisitions:


-
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 (“Chile PV 1”). The Company’s initial contribution was approximately $4 million. In addition, on January 6, 2021, the Company closed its second investment through the platform with the acquisition of a 40 MW solar PV plant (“Chile PV 2”). This asset started commercial operation in 2017 and its revenue is partially contracted. The total equity investment for this new asset was approximately $5.0 million. The platform intends to make further investments in renewable energy in Chile and to sign PPAs with credit worthy off-takers.


-