Delaware
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001-36542
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46-4780940
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I. R. S. Employer
Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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The historical audited consolidated financial statements of Saeta Yield, S.A.U. at December 31, 2017 and 2016 and for the two fiscal years ended December 31, 2017 and 2016.
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Unaudited pro forma condensed combined financial information of TerraForm Power, Inc., giving effect to the acquisition of Saeta Yield, S.A.U. for the three months ended March 31, 2018 and fiscal year ended December 31, 2017.
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TERRAFORM POWER, INC.
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Date: August 22, 2018
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By:
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/s/ Matthew Berger
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Name:
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Matthew Berger
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Title:
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Chief Financial Officer
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Deloitte, S.L.
Plaza Pablo Ruiz Picasso, 1
Torre Picasso
28020 Madrid
España
Tel: +34 915 14 50 00
www.deloitte.es
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/s/ Deloitte, S.L.
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July 30, 2018
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ASSETS
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Thousands
of euros |
Thousands
of euros |
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Notes
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31/12/2017
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31/12/2016
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|
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NON-CURRENT ASSETS
|
|
2,166,976
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1,905,621
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Intangible assets
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7
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200,587
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240
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Property, plant and equipment
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8
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19,236
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19,196
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Property, plant and equipment in projects
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9
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1,850,198
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1,771,753
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Long-term loans to Group and related companies
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22.b
|
1,128
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1,128
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Other non-current financial assets
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11
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9,747
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14,206
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- Available-for-sale financial assets
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2,184
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2,106
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- Other loans
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7,563
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12,100
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Investments accounted for using the equity method
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11.c
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11,745
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13,031
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Deferred tax assets
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21.d
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74,335
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86,067
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CURRENT ASSETS
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337,565
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343,176
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Inventories
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-
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298
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Trade and other receivables
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12
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73,941
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69,520
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Current tax assets
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21
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9,353
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4,649
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Other accounts receivable from public authorities
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21
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1,052
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454
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Other current financial assets with Group and related companies
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22.b
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733
|
356
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Other current financial assets
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11
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84,628
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72,983
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Current prepayments and accrued income
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606
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-
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Cash and cash equivalents
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13
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167,252
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194,916
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TOTAL ASSETS
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2,504,541
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2,248,797
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EQUITY AND LIABILITIES
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Thousands
of euros |
Thousands
of euros |
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Notes
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31/12/2017
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31/12/2016
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||||
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EQUITY
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14
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546,962
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551,547
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Share capital
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14.a
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81,577
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81,577
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Share premium
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14.c
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575,427
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637,057
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Other reserves
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(81,832)
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(111,800)
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Treasury shares
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14.d
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(629)
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-
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Profit for the period attributable to the Parent
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14.f
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36,490
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29,963
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Valuation adjustments
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(64,071)
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(85,250)
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- Hedging transactions
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14.e
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(59,267)
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(85,250)
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- Translation differences
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2.f
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(4,804)
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-
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EQUITY ATTRIBUTABLE TO THE PARENT
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546,962
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551,547
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NON-CURRENT LIABILITIES
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1,688,165
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1,525,845
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Non-current provisions
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7
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3,766
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-
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Long-term project financing
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15
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1,488,679
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1,341,757
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Other financial liabilities with Group and related companies
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22.b
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9,389
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-
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Other financial liabilities
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7
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5,174
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-
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Financial instrument payables
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18
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82,816
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120,350
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Deferred tax liabilities
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21.d
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98,341
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63,738
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CURRENT LIABILITIES
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269,414
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171,405
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Short-term project financing
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15
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186,345
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96,905
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Financial instrument payables
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18
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34,259
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35,461
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Other current financial liabilities
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7
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780
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-
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Trade and other payables
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19
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29,753
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25,438
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Other financial liabilities with Group and related companies
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22.b
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1,405
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174
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Current tax liabilities
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21
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3,469
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-
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Other accounts payable to public authorities
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21
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13,403
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13,427
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TOTAL EQUITY AND LIABILITIES
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2,504,541
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2,248,797
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Thousands of
euros |
Thousands of
euros |
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Notes
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31/12/2017
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31/12/2016
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Revenue
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24.a
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324,226
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277,178
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Other operating income
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24.b
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8,343
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2,322
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Cost of materials used and other external expenses
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(308)
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(255)
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Staff costs
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24.e
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(3,439)
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(2,365)
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Other operating expenses
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24.c
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(86,496)
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(77,850)
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Depreciation and amortisation charge
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7, 8 and 9
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(112,390)
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(97,948)
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Impairment and gains or losses on disposal of non-current assets
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9
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(947)
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-
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PROFIT FROM OPERATIONS
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128,989
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101,082
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Finance income
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24.d
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682
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147
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Finance costs
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24.d
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(77,367)
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(60,070)
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Change in fair value of financial instruments
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11.c
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-
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(699)
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Exchange differences
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(1,569)
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-
|
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FINANCIAL LOSS
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(78,254)
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(60,622)
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Result of companies accounted for using the equity method
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11.c
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11
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18
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PROFIT BEFORE TAX
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50,746
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40,478
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Income tax
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21.a
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(14,256)
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(10,515)
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PROFIT ATTRIBUTABLE TO THE PARENT
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36,490
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29,963
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Earnings per share
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3.c
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From continuing operations €/share
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Basic
|
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0.45
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0.37
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Diluted
|
|
0.45
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0.37
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31/12/2017
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31/12/2016
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Thousands
of euros |
Thousands
of euros |
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Total
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Total
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CONSOLIDATED PROFIT FOR THE PERIOD (I)
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36,490
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29,963
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Items that may be reclassified to profit or loss
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Income and expense recognised directly in equity
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- Arising from translation differences
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(4,804)
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-
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- Arising from cash flow hedges
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(3,165)
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(17,414)
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- Tax effect
|
791
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4,353
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TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (II)
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(7,178)
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(13,061)
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Items that may be reclassified to profit or loss
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Income and expense recognised directly in profit or loss
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|
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- Arising from cash flow hedges (Note 24.c)
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37,809
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31,255
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- Tax effect
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(9,452)
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(7,814)
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TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN PROFIT OR LOSS (III)
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28,357
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23,441
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TOTAL COMPREHENSIVE INCOME (I)+(II)+(III)
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57,669
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40,343
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Thousands of euros
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||||||
Share
capital |
Share
premium |
Reserves
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Treasury
shares |
Profit
attributable to the Parent |
Valuation
adjustments |
Total
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Balance at 31 December 2015
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81,577
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696,388
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(127,884)
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-
|
16,055
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(95,630)
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570,506
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Recognised income and expense
|
-
|
-
|
-
|
-
|
29,963
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10,380
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40,343
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Capital increase
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Distribution of dividends
|
-
|
(59,331)
|
-
|
-
|
-
|
-
|
(59,331)
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Distribution of 2015 profit
|
-
|
-
|
16,055
|
-
|
(16,055)
|
-
|
-
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Other changes in equity
|
-
|
-
|
29
|
-
|
-
|
-
|
29
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Balance at 31 December 2016
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81,577
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637,057
|
(111,800)
|
-
|
29,963
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(85,250)
|
551,547
|
Recognised income and expense
|
-
|
-
|
-
|
-
|
36,490
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21,179
|
57,669
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Treasury share transactions (Note 14.d)
|
-
|
-
|
(24)
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(629)
|
-
|
-
|
(653)
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Dividends paid (Note 14.c)
|
-
|
(61,630)
|
-
|
-
|
-
|
-
|
(61,630)
|
Distribution of 2016 profit
|
-
|
-
|
29,963
|
-
|
(29,963)
|
-
|
-
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Other changes in equity
|
-
|
-
|
29
|
-
|
-
|
-
|
29
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Balance at 31 December 2017
|
81,577
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575,427
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(81,832)
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(629)
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36,490
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(64,071)
|
546,962
|
|
Thousands
of euros |
Thousands
of euros |
31/12/2017
|
31/12/2016
|
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A) CASH FLOWS FROM OPERATING ACTIVITIES
|
170,504
|
122,802
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1. Profit before tax
|
50,746
|
40,478
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2. Adjustments for:
|
191,580
|
158,566
|
a) Depreciation and amortisation charge
|
112,390
|
97,948
|
b) Impairment losses
|
947
|
14
|
c) Finance income
|
(682)
|
(147)
|
d) Finance costs
|
77,367
|
60,070
|
e) Exchange differences
|
1,569
|
|
f) Results of companies accounted for using the equity method
|
(11)
|
(18)
|
g) Change in fair value of financial instruments
|
-
|
699
|
3. Changes in working capital
|
9,720
|
(6,022)
|
a) Inventories
|
298
|
156
|
b) Trade and other receivables
|
3,995
|
6,608
|
c) Trade and other payables
|
3,871
|
(951)
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d) Other current assets and liabilities
|
(4,178)
|
335
|
e) Other non-current assets and liabilities
|
5,734
|
(12,170)
|
4. Other cash flows from operating activities
|
(81,542)
|
(70,220)
|
a) Interest paid
|
(74,522)
|
(65,795)
|
b) Income tax recovered/paid
|
(7,020)
|
(4,425)
|
B) CASH FLOWS FROM INVESTING ACTIVITIES
|
(150,596)
|
(99,008)
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5. Payments due to investments
|
(152,176)
|
(90,887)
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a) Non-current assets in projects
|
(1,306)
|
(443)
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b) Financial investments (Note 6)
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(150,870)
|
(90,444)
|
6. Payments and proceeds from disposals
|
1,580
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(8,121)
|
a) Financial investments
|
1,580
|
(8,121)
|
C) CASH FLOWS FROM FINANCING ACTIVITIES
|
(47,572)
|
32,707
|
8. Proceeds from issuance of equity instruments
|
(629)
|
-
|
a) Issue (Note 14.d)
|
(629)
|
-
|
9. Proceeds from issuance of financial liability instruments
|
214,670
|
182,226
|
a) Credit institutions (Note 15)
|
214,670
|
182,226
|
10. Payments relating to repayment of financial liability instruments
|
(199,983)
|
(90,188)
|
a) Credit institutions (Note 15)
|
(199,983)
|
(90,188)
|
12. Dividends paid and returns on other equity instruments
|
(61,630)
|
(59,331)
|
a) Dividends (Notes 3.a and 14.c)
|
(61,630)
|
(59,331)
|
D) NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS
|
(27,664)
|
56,501
|
Cash and cash equivalents at beginning of year
|
194,916
|
138,415
|
Cash and cash equivalents at end of year
|
167,252
|
194,916
|
1.
|
Group activity
|
Company
|
Registered office
|
% of
Ownership |
Business activity
|
Saeta Yield, S.A.U.
|
Madrid, Spain
|
100%
|
Securities holding
|
Extresol 1, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Extresol 2, S.L.U. (**) (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Extresol 3, S.L.U. (**)(i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Manchasol 2, Central Termosolar Dos, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Serrezuela Solar II, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Al-Andalus Wind Power, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Parque Eólico Santa Catalina, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Eólica del Guadiana, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Parque Eólico Sierra de las Carbas, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Parque Eólico Tesosanto, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
La Caldera Energía Burgos, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Parque Eólico Valcaire, S.L.U. (i) (ii)
|
Madrid, Spain
|
100%
|
Power production
|
Derisia, S.A. (*) (i)
|
Montevideo, Uruguay
|
100%
|
Services provided
|
Viensos, S.A. (*) (i)
|
Montevideo, Uruguay
|
100%
|
Securities holding
|
Eskonel, S.A. (*) (i)
|
Montevideo, Uruguay
|
100%
|
Securities holding
|
Fingano, S.A. (*) (i)
|
Maldonado, Uruguay
|
100%
|
Power production
|
Vengano, S.A. (*) (i)
|
Maldonado, Uruguay
|
100%
|
Power production
|
Pantenergía, S.A. (*) (i)
|
Lisbon, Portugal
|
100%
|
Securities holding
|
Lestenergía, S.A. (*) (i)
|
Penamacor, Portugal
|
100%
|
Power production
|
Extresol Almacenamiento GNL, AIE(i) (ii)
|
Madrid, Spain
|
100%
|
Asset management
|
Sistema de Evacuación Albuera-SET Olivenza Vaguadas
|
Madrid, Spain
|
59.97%
|
Operation of electricity facilities
|
Sistema Eléctrico de Conexión Valcaire, S.L.
|
Madrid, Spain
|
25%
|
Operation of electricity facilities
|
1.
|
Operation of renewable energy generating assets, and energy distribution and transmission assets. The main activity is currently the operation of renewable energy generating assets in operation located in Spain, Uruguay and Portugal.
|
2.
|
Performance of studies, consultancy work, projects, and research and development services related to the aforementioned activities.
|
3.
|
Administration, management and control of its investees.
|
-
|
Include for all purposes the 90% interest in the share capital of Vientos de Pastorale, S.A., the owner of a wind farm located in Uruguay with a capacity of 52.8 MW.
|
-
|
ACS SI and/or Bow Power undertake to offer Saeta Yield all the assets included in the agreement prior to 30 June 2019.
|
-
|
However, ACS SI and/or Bow Power must offer Saeta Yield at least four of the assets in 2018 and at least two in the first half of 2019.
|
a)
|
Regulatory framework in Spain
|
- |
Law 24/2013, of 26 December, on the Electricity Sector. This law includes the bases, among others, for the remuneration framework, specifying the criteria and form of reviewing the remuneration parameters for facilities producing electricity from renewable energy sources, high-efficiency cogeneration and waste under the feed-in tariff scheme.
|
- |
Royal Decree Law 9/2013, of 12 July, adopting urgent measures to guarantee the financial stability and sustainability of the electricity system that affect the remuneration regime for facilities that produce electricity from renewable energy sources, cogeneration and waste.
|
- |
Royal Decree 413/2014, of 6 June, which regulates the production of electricity from renewable energy sources, cogeneration and waste.
|
- |
Ministerial Order IET/1045/2014, of 16 June, approving the standard facility remuneration parameters applicable to certain facilities generating electricity from renewable energy sources, cogeneration and waste for 2013-2016.
|
- |
Ministerial Order ETU/130/2017, of 17 February, approving the standard facility remuneration parameters applicable to certain facilities generating electricity from renewable energy sources, cogeneration and waste, in order to be applied to the regulatory half-period that began on 1 January 2017, for 2017-2019.
|
- |
The remuneration of facilities that produce electricity under the special regime will be determined by: i) the sale of energy generated valued at market price and ii) a specific remuneration consisting of a term per unit of installed capacity that covers, if necessary, the investment costs of a standard facility that cannot be recovered in the market through the sale of energy and an operating term that covers, if necessary, the difference between operating costs and the revenue from the aforementioned standard facility’s participation in the market.
|
- |
In order to calculate the specific remuneration for a standard facility over the course of its regulatory useful life, and based on the activity of an efficient and well-managed company, the following will be taken into account: i) the revenue from the sale of energy valued at the market price expected by the regulator based on standard production and peak performance, ii) the average standard operating costs necessary to carry out the activity and iii) the standard value of the initial investment.
|
- |
The remuneration regime established for each standard facility will not exceed the minimum level necessary to cover the costs that allow these facilities to compete on an equal basis in the electricity market and to be able to obtain “reasonable profitability” with regard to each standard facility. This reasonable profitability, before tax, will be based on the average performance in the secondary market of government bonds for the previous ten years, plus a spread that may be revised every six years. The reasonable profitability for the first regulatory period was set at 7.4% before tax.
|
- |
In order to calculate the specific remuneration for a standard facility, under no circumstances will the costs or investments determined by law or administrative acts that are not applicable throughout Spain be taken into account. Furthermore, only the costs and investments that respond exclusively to electricity production will be taken into account.
|
- |
Regulatory periods of six years are established. In addition, these periods are divided into half-periods of three years. At the end of each period or half-period, certain values affecting the calculation of the remuneration parameters may be revised. If the revision is not carried out, they will be considered to be extended for the following regulatory period.
|
- |
Trend of actual prices compared to estimated prices for the first half-period already elapsed (2014-2016). A collection right for variances in the price included in the regulation of 2014 and 2016 that will be offset over the remaining useful life of the assets.
|
- |
Update in the price trend for the second half-period (2017-2019). Given that market prices are lower than that estimated in 2014, it represents an increase in remuneration parameters.
|
- |
Update the technological peak coefficients with data from the last three years.
|
b) |
Regulatory framework in Uruguay
|
c) |
Regulatory framework in Portugal
|
2.
|
Basis of presentation and basis of consolidation
|
a) |
Basis of presentation
|
b) |
Responsibility for the information and use of estimates
|
- |
The useful life of the property, plant and equipment and intangible assets, as well as non-current assets in projects (Notes 5.b, 5.c and 5.d)
|
- |
The recoverable amount of intangible assets and property, plant and equipment in projects (Notes 5.b and 5.d)
|
- |
The future cost of obligations associated with non-current assets (Notes 7 and 9)
|
- |
The amount of certain provisions and the probability of occurrence of and the amount of liabilities that are uncertain as to their amount and contingent liabilities (Note 5.m)
|
- |
The fair value of certain financial instruments (Note 5.e)
|
- |
The recovery of deferred tax assets recognised (Note 5.j)
|
- |
The assets and liabilities acquired in the business combinations, which are detailed in Note 6 relating to changes in the scope of consolidation, were measured based on the best information available at the date of preparation of these consolidated financial statements on the events analysed. Given that on the Lestenergia transaction the 12 months period have not yet elapsed since the date of acquisition, as indicated in IFRS 3, any additional or more detailed information obtained on these assets and liabilities may give rise to new valuations that might make it necessary to subsequently change (upwards or downwards) the valuations described in these consolidated financial statements.
|
- |
Risk management (Note 16)
|
- |
The assumptions used in the calculation of liabilities and obligations to employees (Note 5.h).
|
c)
|
Changes in the scope of consolidation
|
d)
|
Basis of consolidation
|
d.1)
|
Balances and transactions with Group companies and associates
|
d.2)
|
Uniformity of timing and valuation
|
d.3)
|
Subsidiaries and associates
|
SEC Valcaire
|
Albuera-SET Olivenza
|
|||
|
2017
|
2016
|
2017
|
2016
|
Total assets
|
4,269
|
5,288
|
19,822
|
20,885
|
Total equity
|
235
|
231
|
19,487
|
20,523
|
Profit for the year
|
42
|
73
|
-
|
-
|
d.4)
|
Translation of financial statements presented in currency other than the functional currency
|
·
|
Equity is translated at the historical exchange rate.
|
·
|
The line items of the consolidated income statement are translated by applying the average exchange rate for the year, as an approximation of the exchange rate at the transaction date.
|
·
|
The rest of the line items of the consolidated statement of financial position are translated at the year-end exchange rate.
|
e)
|
Correction of errors
|
f)
|
Functional and presentation currency
|
Currency
|
Average exchange rate
applicable in 2017 |
Closing exchange rate at
31 December 2017 |
US dollar
|
1.1666
|
1.1993
|
Heading
|
Consolidated total
|
Contribution of
companies whose functional currency is the euro |
Contribution of
companies whose functional currency is the dollar |
Non-current assets
|
2,070,021
|
1,886,293
|
183,728
|
Non-current financial assets
|
22,620
|
22,620
|
-
|
Deferred tax assets
|
74,335
|
74,326
|
9
|
Trade receivables
|
73,941
|
70,827
|
3,115
|
Current financial assets
|
96,372
|
84,057
|
12,315
|
Cash and cash equivalents
|
167,252
|
156,178
|
11,074
|
Non-current liabilities
|
1,688,165
|
1,561,675
|
126,490
|
Current financial liabilities
|
239,661
|
231,273
|
8,388
|
Trade and other payables
|
29,753
|
28,281
|
1,472
|
g)
|
Contingent assets and liabilities
|
3.
|
Distribution of the Parent’s profit and Earnings per share
|
a)
|
Dividends paid by the Parent
|
·
|
On 7 March 2017, a dividend was distributed with a charge to the share premium in the amount of EUR 0.1882 per share (equal to a total of EUR 15,353 thousand), approved by the Board of Directors on 28 February 2017 after having been delegated the authority to distribute dividends at the General Shareholders’ Meeting held on 23 June 2016.
|
·
|
On 31 May 2017, a dividend was distributed with a charge to the share premium in the amount of EUR 0.1882 per share (equal to a total of EUR 15,353 thousand), approved by the Board of Directors on 9 May 2017 after having been delegated the authority to distribute dividends at the General Shareholders’ Meeting held on 23 June 2016.
|
·
|
On 30 August 2017, a quarterly dividend was distributed with a charge to the share premium in the amount of EUR 0.1890 per share (equal to a total of EUR 15,413 thousand), approved by the Board of Directors on 13 July 2017 after having been delegated the authority to distribute dividends at the General Shareholders’ Meeting held on 21 June 2017.
|
·
|
On 29 November 2017, a quarterly dividend was distributed with a charge to the share premium in the amount of EUR 0.1903 per share (equal to a total of EUR 15,511 thousand), approved by the Board of Directors on 7 November 2017 after having been delegated the authority to distribute dividends at the General Shareholders’ Meeting held on 21 June 2017.
|
·
|
On 3 March 2016, a dividend was distributed with a charge to the share premium in the amount of EUR 0.1747 per share (equal to a total of EUR 14,251 thousand), approved by the Board of Directors on 25 February 2016 after having been delegated the authority to distribute dividends at the General Shareholders’ Meeting held on 27 January 2015.
|
·
|
On 1 June 2016, a dividend was distributed with a charge to the share premium in the amount of EUR 0.1762 per share (equal to a total of EUR 14,374 thousand), approved by the Board of Directors on 11 May 2016 after having been delegated the authority to distribute dividends at the General Shareholders’ Meeting held on 27 January 2015.
|
·
|
On 29 August 2016, a dividend was distributed with a charge to the share premium in the amount of EUR 0.1882 per share (equal to a total of EUR 15,353 thousand), approved by the Board of Directors on 27 July 2016 after having been delegated the authority to distribute dividends at the General Shareholders’ Meeting held on 27 January 2015.
|
·
|
On 30 November 2016, a dividend was distributed with a charge to the share premium in the amount of EUR 0.1882 per share (equal to a total of EUR 15,353 thousand), approved by the Board of Directors on 10 November 2016 after having been delegated the authority to distribute dividends at the General Shareholders’ Meeting held on 21 June 2016.
|
b)
|
Earnings per share
|
|
31/12/2017
|
31/12/2016
|
Net profit attributable to the Parent (thousands of euros)
|
36,490
|
29,963
|
Weighted average number of shares outstanding
|
81,236,772
|
81,576,928
|
|
|
|
Basic earnings per share (euros)
|
0.45
|
0.37
|
Basic earnings per share from continuing operations (euros)
|
0.45
|
0.37
|
4.
|
Accounting standards and interpretations
|
a)
|
Standards, amendments and interpretations effective this year
|
Mandatory
application in the years beginning on or after: |
||
Amendments to IAS 7: Disclosure initiative
|
It introduces additional disclosure requirements in relation to the reconciliation of changes in financial liabilities with cash flows from financing activities.
|
1 January 2017
|
Amendments to IAS 12: Recognition of deferred tax assets for unrealised losses
|
Clarification of the principles established regarding the recognition of deferred tax assets for unrealised losses related to debt instruments measured at fair value.
|
1 January 2017
|
Amendments to IFRS 12 - Annual Improvements to IFRS Standards 2014-2016 Cycle
|
Clarification of the scope established in the standard regarding the disclosure of interests in other entities
|
1 January 2017
|
Mandatory
application in the years beginning on or after: |
||
Amendments to IAS 19 Defined Benefit Plans: Employee Contributions (published in November 2013)
|
The amendments were issued to allow employee contributions to be deducted from the service cost in the same period in which they are paid, provided certain requirements are met
|
01 February 2015
|
Improvements to IFRSs 2010-2012 cycle (published in December 2013)
|
Minor amendments to a series of standards.
|
01 February 2015
|
Amendment to IAS 16 and IAS 38 Acceptable methods of depreciation and amortisation (published in May 2014)
|
Clarifies acceptable methods of depreciation of property, plant and equipment and amortisation of intangible assets
|
1 January 2016
|
Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations (published in May 2014)
|
Specifies the accounting treatment for the acquisition of an interest in a joint operation that constitutes a business
|
1 January 2016
|
Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants (published in June 2014)
|
Bearer plants will now be recognised at cost, rather than at fair value.
|
1 January 2016
|
Improvements to IFRSs 2012-2014 cycle (published in December 2014)
|
Minor amendments to a series of standards.
|
1 January 2016
|
Amendments to IAS 27 Equity Method in Separate Financial Statements (published in August 2014)
|
An investor may now be accounted for using the equity method in separate financial statements
|
1 January 2016
|
Amendments to IAS 1 Disclosure Initiative (December 2014)
|
A number of clarifications concerning disclosures (e.g. materiality, aggregation, order of notes, etc.).
|
1 January 2016
|
b)
|
Standards, amendments and interpretations issued but not yet in force
|
|
Mandatory
application in the years beginning on or after: |
|
New standards and amendments and/or interpretations
|
||
IFRS 9, Financial instruments
|
Replaces the rules for the classification, measurement, recognition and derecognition of financial assets and liabilities and for hedge accounting and impairment established in IAS 39.
|
1 January 2018
|
IFRS 15, Revenue from contracts with customers
|
New standard on revenue recognition (replaces IAS 11, IAS 18, IFRIC 13, IFRIC 15, IFRIC 18 and SIC-31)
|
1 January 2018
|
IFRS 16, Leases (published in January 2016)
|
Replaces IAS 17 and the associated interpretations. The main development involves the new standard proposing a single lessee accounting model, which will include all leases on the balance sheet (with specific exceptions) with an impact similar to that of current financial leases (right-of-use assets will be depreciated and a finance cost will be recognised for the depreciated cost of the liability).
|
1 January 2019
|
Improvements to IFRSs, 2014-2016 cycle
|
Minor amendments to a series of standards
|
1 January 2018
|
Amendments to IFRS 4: Insurance contracts
|
Provides entities with the option of applying the overlay approach (IFRS 9) or the deferral approach, within the scope of IFRS 4
|
1 January 2018
|
Amendments to IFRS 2: Classification and measurement of share-based payments
|
These are limited amendments that clarify specific matters such as the accounting for the effects of vesting conditions on cash-settled share-based payment transactions, the classification of share-based payment transactions with net settlement features and certain aspects of the modifications to the type of share-based payment.
|
1 January 2018
|
Amendments to IAS 40: Reclassification of investment property
|
The amendment clarifies that a reclassification of an investment as investment property shall only be permitted when it can be demonstrated that there has been a change in use.
|
1 January 2018
|
IFRIC 22, Foreign currency transactions and advance consideration
|
This establishes the transaction date in order to establish the exchange rate applicable to transactions with advance considerations in foreign currency.
|
1 January 2018
|
IFRIC 23, Uncertainty over income tax treatment
|
It clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over whether a certain tax treatment used by the entity will be accepted by the tax authorities.
|
1 January 2019
|
Amendments to IFRS 9: Prepayment features with negative compensation
|
It allows certain financial instruments with prepayment features to be measured at amortised cost, allowing the payment of an amount less than the unpaid amounts of principal and interest.
|
1 January 2019
|
Amendments to IAS 28: Long-term interests in associates and joint ventures
|
It clarifies that IFRS 9 must be applied to long-term interests in an associate or joint venture to which the equity method is not applied.
|
1 January 2019
|
IFRS 17, Insurance contracts
|
It will replace IFRS 4 and establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts to ensure that an entity provides relevant and reliable information that allows users of the information to determine the effect that the contracts have on the financial statements.
|
1 January 2021
|
Amendments to IAS 19: Plan amendment, curtailment or settlement
|
In accordance with the amendments proposed, where there is a change to a defined-benefit plan (due to an amendment, curtailment or settlement), the entity will use updated assumptions in determining the cost of these services or the net interest for the period after the change in the plan.
|
1 January 2019
|
Annual improvements Cycle 2015-2017
|
Amendments to a list of standars: IFRS 3, ‘Business combinations’; IFRS 11,‘Joint arrangements’; IAS 12,’ Income taxes’ and IAS 23,’ Borrowing costs’
|
1 January 2019
|
Amendment to References to the Conceptual Framework in IFRS Standards
|
Minor amendments to a series of standards
|
1 January 2020
|
·
|
Step 1: Identify the contract with a customer
|
·
|
Step 2: Identify the performance obligations in the contract
|
·
|
Step 3: Determine the transaction price
|
·
|
Step 4: Allocate the transaction price to the performance obligations in the contract
|
·
|
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
|
·
|
Classification and measurement of financial instruments
|
·
|
Impairment
|
·
|
Hedge accounting
|
·
|
Investments in financial assets whose contractual cash flows consist solely of payments of principal and interest, and whose management model is, in turn, to hold them to obtain contractual cash flows, are measured in general at amortised cost. For these same assets, when the business model is to obtain contractual cash flows and sell the assets, they will be measured at fair value through other comprehensive income. All other financial assets that do not consist solely of payments of principal and interest, and whose management model is the sale of these assets, will be measured at fair value through profit or loss. However, the Group may irrevocably opt to recognise subsequent changes in fair value of certain investments in equity instruments under “Other comprehensive income” and, in general, in this case dividends will only be recognised subsequently in profit or loss.
|
·
|
With regard to the measurement of financial liabilities that may optionally be designated as measured at fair value through profit or loss, the amount of the change in the fair value of the financial liability that is attributable to changes in the liability’s credit risk must be recognised under “Other comprehensive income”, unless it creates or enlarges an accounting mismatch in profit or loss, and it will not be subsequently reclassified to the income statement.
|
·
|
In relation to the impairment of financial assets, IFRS 9 requires the application of a model based on expected loss, rather than the model based on incurred loss as per IAS 39. Under this model the Group will recognise the expected loss and the changes therein at each reporting date in order to reflect the changes in credit risk since the date of initial recognition. In other words, it is no longer necessary for an impairment event to take place before recognising a credit loss.
|
·
|
IFRS 9 has provided a greater degree of flexibility with regard to the types of transactions that are eligible for the application of hedge accounting, expanding the types of instruments that comply with the criteria for consideration as hedging instruments, and with regard to the types of risk components of non-financial items that are eligible for hedge accounting. The effectiveness test was revised, which was replaced by the principle of “economic relationship”. The retrospective assessment of the effectiveness of the hedge is no longer necessary.
|
(i)
|
Classification and measurement of financial instruments
|
(ii)
|
Impairment
|
(iii)
|
Hedge accounting
|
5.
|
Accounting policies
|
a)
|
Business combinations
|
·
|
The acquisition-date fair values of the assets transferred, liabilities incurred or assumed and equity instruments issued.
|
·
|
The fair value of any contingent consideration that depends on future events or on the fulfilment of certain pre-defined conditions.
|
b)
|
Intangible assets
|
-
|
The concession grantor controls or regulates the service offered by the concession operator and the conditions under which it must be provided.
|
-
|
The infrastructure is operated by the concession operator as established in the concession tender specifications for an established concession term. At the end of this period, the assets are returned to the concession grantor, and the concession operator has no right whatsoever over these assets.
|
-
|
The risk of recovering the investment is assumed by the operator; given that demand risk is assumed by the operator, it is classified as an intangible asset model.
|
c)
|
Property, plant and equipment
|
|
Years of
estimated useful life |
Transport equipment
|
6
|
Furniture
|
10
|
Computer hardware
|
4
|
Other fixtures
|
5
|
d)
|
Property, plant and equipment in projects
|
d.1.
|
Impairment of property, plant and equipment, concession agrrements, non-current assets in projects and intangible assets (licensing agreements under IFRIC 12).
|
e)
|
Financial instruments
|
e.1)
|
Financial assets
|
e.1.1)
|
Loans and receivables
|
e.1.2)
|
Available-for-sale investments
|
e.1.3)
|
Cash and cash equivalents
|
- |
They can be converted into cash.
|
- |
They mature within three months from the acquisition date.
|
- |
They are not subject to a significant risk of change in value.
|
- |
They form part of the Group’s normal cash management policy.
|
e.2)
|
Financial liabilities
|
e.2.1) | Bank borrowings, debt and other securities |
e.2.2) | Financial derivatives |
·
|
Cash flow hedges: these hedges are arranged to reduce the risk of potential changes in the cash flows due to interest rate fluctuations associated with non-current floating-rate financial liabilities. Changes in the fair value of the derivatives are recognised, in respect of the effective portion of the hedges, in equity under “Valuation adjustments” in the accompanying consolidated statement of financial position. Hedges giving results of between 80% and 125% in the effectiveness test are considered to be effective. The cumulative gain or loss recognised is transferred to the consolidated income statement to the extent that the underlying has an impact on this account in relation to the hedged risk, and the related effect is deducted from the same heading in the consolidated income statement.
|
·
|
Level 1: The inputs are based on quoted prices (unadjusted) for identical instruments traded on active markets.
|
·
|
Level 2: The inputs are based on quoted prices for similar instruments in active markets (not included in level 1), quoted prices for identical or similar instruments in markets that are not active, or techniques based on valuation models for which all significant inputs are observable in the market or may be verified using observable market data.
|
·
|
Level 3: The inputs are not generally observable and do not generally reflect the estimates of the market events to determine the price of the asset or liability. The non-observable data used in the valuation models is significant in the fair values of the assets and liabilities.
|
e.2.3) | Trade payables |
e.2.4) | Current/Non-current classification |
e.3) | Equity instruments |
f)
|
Leases
|
g)
|
Termination benefits
|
h)
|
Share-based payment
|
i)
|
Income tax
|
- |
Al - Andalus Wind Power, S.L.U.
|
- |
La Caldera Energía Burgos, S.L.U.
|
- |
Parque Eólico Santa Catalina, S.L.U.
|
- |
Eólica del Guadiana, S.L.U.
|
- |
Parque Eólico Valcaire, S.L.U.
|
- |
Parque Eólico Sierra de las Carbas, S.L.U.
|
- |
Parque Eólico Tesosanto, S.L.U.
|
- |
Manchasol 2, Central Termosolar Dos, S.L.U.
|
- |
Extresol 1, S.L.U.
|
- |
Extresol 2, S.L.U.
|
- |
Extresol 3, S.L.U.
|
- |
Serrezuela Solar II, S.L.U.
|
j)
|
Revenue and expenses
|
k)
|
Current/Non-current classification of receivables and payables
|
l)
|
Provisions and contingent liabilities
|
a) | Provisions: credit balances covering present obligations arising from past events, the settlement of which is likely to give rise to an outflow of resources, but that are uncertain as to their amount and/or timing. |
b) | Contingent liabilities: possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the Group’s control. |
·
|
Administrative proceedings filed by the Municipal Council of Alcázar de San Juan City Hall against Manchasol 2 Central Termosolar Dos, S.L.U. for an amount of EUR 3.8 million in relation to reviewing the fulfilment of certain agreements that the Company entered into after obtaining a grant during the construction period. These proceedings are not expected to give rise to liabilities since the company considers it has fulfilled all requirements and, therefore, no possible or likely future payments are expected to arise.
|
m)
|
Interest expense
|
n)
|
Consolidated statement of cash flows
|
·
|
Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments that are subject to an insignificant risk of changes in value.
|
·
|
Operating activities: the Group’s principal revenue-producing activities and other activities that are not investing or financing activities, tax payments and collections and interest payments and collections.
|
·
|
Investing activities: the acquisition and disposal of short-term assets and other investments not included in cash and cash equivalents, relating mainly to:
|
o
|
Deposits made in the corresponding banks for the debt service reserve fund, required by the financing agreements entered into.
|
o
|
Payments for the acquisition of Viensos, S.A., Eskonel, S.A. and Lestenergía, S.A. (Note 6) in 2017 and for the acquisition of Extresol 2 and Extresol 3 (Note 6) in 2016, less the cash of both companies at the time of acquisition.
|
o
|
Acquisitions of property, plant and equipment and intangible assets.
|
·
|
Financing activities: activities that result in changes in equity and borrowings. They mainly include dividend payments (see Note 14), as well as amortisation payments and provisions for financing agreements (see Note 15).
|
o)
|
Risk management policy
|
·
|
Those responsible for the risks and for implementing the controls will be users or areas closest to the material risk in the company’s business area. Accordingly, each business area has the duty to identify the risks associated with the development of its functions and to report both the risks identified and the needs detected, in order to take them into account in the overall risk management framework of the company.
|
·
|
The Monitoring Committee will carry out risk management independently. In addition, along with each of the business areas, it is responsible for identifying all risks affecting the business development of the Saeta Group.
|
·
|
Internal Audit is responsible for supervising the entire risk management process independently.
|
·
|
The Audit Committee will oversee the Group’s financial risk management model.
|
·
|
The Appointments and Remuneration Committee will oversee the Group’s non-financial risk management model.
|
p)
|
Related party transactions
|
q)
|
Business activities that impact the environment
|
r)
|
Financial instrument disclosures
|
·
|
Financial asset and liability categories, including derivative financial instruments and accounting policies are detailed in Note 5.e.
|
·
|
Classification of the fair value measurements of financial assets in Note 11, and for derivative financial instruments consistent with the hierarchy of fair value established in IFRS 7 in Note 18.
|
·
|
(Qualitative and quantitative) capital disclosure requirements are detailed in Note 17.
|
·
|
Quantitative and qualitative accounting and risk management policies are detailed in Note 16.
|
·
|
Derivative financial instruments and hedge accounting are detailed in Note 18.
|
·
|
Transfers from equity to profit for the year of settlements of hedging derivative financial instrument transactions are detailed in Note 14.e.
|
6.
|
Changes in the scope of consolidation
|
a)
|
Business combination in Uruguay
|
Data in thousands of euros
|
Viensos, S.A.
|
Eskonel Company, S.A.
|
Fingano, S.A.
|
Vengano, S.A.
|
TOTAL
|
Shares
|
837
|
93
|
32,757
|
17,611
|
51,298
|
Loans + Interest
|
4,025
|
2,401
|
-
|
-
|
6,426
|
TOTAL
|
4,862
|
2,494
|
32,757
|
17,611
|
57,724
|
Acquisition cost
|
51,298
|
Percentage acquired
|
100%
|
Carrying amount of the companies at 25/05/2017
|
25,289
|
Net changes in value of the assets and liabilities (recognised at fair value)
|
26,009
|
Goodwill / Negative goodwill on business combinations
|
-
|
Data in thousands of euros
|
||||||
ASSETS
|
VIENSOS, S.A.
Carrying amount at 25/05/2017
|
ESKONEL COMPANY, S.A.
Carrying amount at 25/05/2017
|
FINGANO, S.A.
Carrying amount at 25/05/2017
|
VENGANO,S.A.
Carrying amount at 25/05/2017
|
Net changes in value of the assets and liabilities (recognised at fair value)
|
Fair value at 25/05/2017
|
Non-current assets:
|
-
|
-
|
101,837
|
65,931
|
34,678
|
202,446
|
Intangible assets
|
-
|
-
|
101,837
|
65,931
|
34,678
|
202,446
|
Long-term investments in Group companies and associates
|
-
|
-
|
-
|
-
|
-
|
-
|
Current assets:
|
5
|
3
|
16,091
|
4,566
|
-
|
20,667
|
LIABILITIES
|
|
|
|
|
|
|
Non-current liabilities:
|
(4,023)
|
(2,402)
|
(91,180)
|
(53,310)
|
(8,670)
|
(159,584)
|
Non-current provisions
|
-
|
-
|
(722)
|
(707)
|
-
|
(1,429)
|
Non-current payables
|
-
|
-
|
(86,358)
|
(50,118)
|
-
|
(136,476)
|
Other payables
|
(4,023)
|
(2,402)
|
-
|
-
|
-
|
(6,425)
|
Deferred tax liabilities
|
-
|
-
|
(4,100)
|
(2,485)
|
(8,670)
|
(15,254)
|
-
|
||||||
Current liabilities:
|
(2)
|
(68)
|
(7,483)
|
(4,678)
|
-
|
(12,230)
|
Current bank borrowings
|
-
|
(62)
|
(6,665)
|
(4,190)
|
-
|
(10,918)
|
Trade and other payables
|
(2)
|
(5)
|
(818)
|
(488)
|
-
|
(1,312)
|
Thousands of euros
|
|
Cash paid
|
57,724
|
Less: Cash and cash equivalents
|
(2,399)
|
Total
|
55,325
|
|
Thousands of euros
|
|
Net
profit/(loss) |
Revenue
|
|
Viensos, S.A.
|
(4)
|
-
|
Eskonel Company, S.A.
|
45
|
-
|
Fingano, S.A.
|
2,595
|
10,336
|
Vengano, S.A.
|
998
|
6,329
|
Derisia, S.A.
|
(19)
|
-
|
TOTAL
|
3,615
|
16,665
|
b)
|
Business combination in Portugal
|
Data in euros
|
Pantenergia
|
Lestenergia
|
TOTAL
|
Shares
|
50
|
76,456
|
76,506
|
Loans + Interest
|
-
|
27,219
|
27,219
|
TOTAL
|
50
|
103,675
|
103,725
|
Acquisition cost
|
76,506
|
Interim dividend
|
(2,324)
|
Percentage acquired
|
100%
|
Carrying amount of the Company at 29/09/2017
|
29,419
|
Net changes in value of the assets and liabilities (recognised at fair value)
|
44,763
|
Goodwill / Negative goodwill on business combinations
|
-
|
Data in thousands of euros
|
|||
ASSETS
|
Lestenergía
Carrying amount at 29/09/2017
|
Net changes in value of the assets and liabilities (recognised at fair value)
|
Fair value at 29/09/2017
|
Non-current assets:
|
141,426
|
59,684
|
201,110
|
Intangible assets
|
16,394
|
-
|
16,394
|
Property, plant and equipment in projects
|
124,717
|
59,684
|
184,401
|
Deferred tax assets
|
315
|
-
|
315
|
Current assets:
|
11,608
|
-
|
11,658
|
LIABILITIES
|
|
|
|
Non-current liabilities:
|
(104,251)
|
(14,921)
|
(119,172)
|
Non-current provisions
|
(2,297)
|
-
|
(2,297)
|
Non-current bank borrowings
|
(66,183)
|
-
|
(66,183)
|
Other non-current payables
|
(8,552)
|
-
|
(8,552)
|
Non-current payables to Group companies
|
(27,219)
|
-
|
(27,219)
|
Deferred tax liabilities
|
-
|
(14,921)
|
(14,921)
|
-
|
|||
Current liabilities:
|
(19,415)
|
-
|
(19,415)
|
Current bank borrowings
|
(15,213)
|
-
|
(15,213)
|
Financial instrument payables
|
(1,314)
|
-
|
(1,314)
|
Other current payables
|
(195)
|
-
|
(195)
|
Trade and other payables
|
(2,693)
|
-
|
(2,693)
|
Thousands of euros
|
|
Cash paid
|
103,725
|
Less: Cash and cash equivalents
|
(8,634)
|
Total
|
95,091
|
|
Thousands of euros
|
|
Net
profit/(loss) |
Revenue
|
|
Pantenergía, S.A.
|
(333)
|
-
|
Lestenergia, S.A.
|
(800)
|
9,192
|
TOTAL
|
(1,133)
|
9,192
|
·
|
EUR 13,800 thousand correspond to all ownership interest in Extresol 2, S.L. (hereinafter, Extresol 2). Accordingly, Saeta Yield subrogated the loans granted to the company by the previous owner for EUR 52,052 thousand (EUR 29,519 thousand in principal and EUR 22,533 in interest).
|
·
|
EUR 12,365 thousand correspond to all ownership interest in Extresol 3, S.L. (hereinafter, Extresol 3). Accordingly, Saeta Yield subrogated the loans granted to the company by the previous owner for EUR 40,612 thousand (EUR 32,951 thousand in principal and EUR 7,661 in interest). Subsequently, on 30 June 2016 the purchase price of the ownership interest was adjusted by EUR 1,089 thousand (according to that indicated in the sale and purchase agreement), whereby the final purchase price of the ownership interest amounted to EUR 11,276 thousand.
|
Company
|
Acquisition
cost |
Percentage
acquired |
Carrying
amount of the company at 22/03/2016 |
Net changes in value
of the assets and liabilities (recognised at fair value) |
Goodwill /
Negative goodwill on business combinations |
Extresol 2, S.L.
|
13.800
|
100%
|
(10.520)
|
24.320
|
-
|
Extresol 3, S.L.
|
11.276
|
100%
|
889
|
10.387
|
-
|
TOTAL
|
25.076
|
|
(9.631)
|
34.707
|
-
|
Data in thousands of euros
|
|||
EXTRESOL 2, S.L.
|
|||
Carrying amount at 22/03/2016
|
Net changes in value of the assets and liabilities (recognised at fair value)
|
Fair value at 22/03/2016
|
|
Non-current assets:
|
261,592
|
32,427
|
294,019
|
Intangible assets
|
-
|
-
|
-
|
Property, plant and equipment
|
3,524
|
-
|
3,524
|
Property, plant and equipment in projects
|
238,654
|
32,427
|
271,081
|
Financial investments
|
4,925
|
-
|
4,925
|
Deferred tax assets
|
14,489
|
-
|
14,489
|
Current assets:
|
39,489
|
-
|
39,489
|
Non-current liabilities:
|
(263,616)
|
(8,107)
|
(271,723)
|
Non-current bank borrowings
|
(199,050)
|
-
|
(199,050)
|
Financial instrument payables
|
(29,093)
|
-
|
(29,093)
|
Non-current payables to Group companies
|
(29,519)
|
-
|
(29,519)
|
Deferred tax liabilities
|
(5,954)
|
(8,107)
|
(14,061)
|
Current liabilities:
|
(47,985)
|
-
|
(47,985)
|
Data in thousands of euros
|
|||
EXTRESOL 3, S.L.
|
|||
Carrying amount at 22/03/2016
|
Net changes in value of the assets and liabilities (recognised at fair value)
|
Fair value at 22/03/2016
|
|
Non-current assets:
|
281,406
|
13,850
|
295,256
|
Intangible assets
|
8
|
-
|
8
|
Property, plant and equipment
|
5,550
|
-
|
5,550
|
Property, plant and equipment in projects
|
255,239
|
13,850
|
269,089
|
Financial investments
|
4,925
|
-
|
4,925
|
Deferred tax assets
|
15,684
|
-
|
15,684
|
Current assets:
|
32,998
|
-
|
32,998
|
Non-current liabilities:
|
(280,476)
|
(3,463)
|
(283,939)
|
Non-current bank borrowings
|
(219,984)
|
-
|
(219,984)
|
Financial instrument payables
|
(26,948)
|
-
|
(26,948)
|
Non-current payables to Group companies
|
(32,951)
|
-
|
(32,951)
|
Deferred tax liabilities
|
(593)
|
(3,463)
|
(4,056)
|
Current liabilities:
|
(33,040)
|
-
|
(33,040)
|
|
Thousand euros
|
||
Extresol 2
|
Extresol 3
|
Total
|
|
Cash paid
|
(65.852)
|
(51.888)
|
(117.740)
|
Less: Cash and cash equivalents
|
16.063
|
11.233
|
27.296
|
Total
|
(49.789)
|
(40.655)
|
(90.444)
|
|
Thousand euros
|
|
Net
profit/(loss) |
Revenue
|
|
Extresol 2
|
4.815
|
31.079
|
Extresol 3
|
6.099
|
31.732
|
7.
|
Intangible assets
|
|
Beginning
balance at 31/12/2016 |
Increases due
to changes in the scope of consolidation (Note 6)
|
Additions
|
Foreign
exchange rate changes |
Ending balance
at 31/12/2017 |
Administrative concessions
|
6,052
|
16,394
|
462
|
-
|
22,908
|
Concession agreements (IFRIC 12)
|
-
|
202,445
|
-
|
(12,222)
|
190,223
|
Computer software
|
102
|
1
|
14
|
-
|
117
|
Other intangible assets
|
182
|
-
|
-
|
-
|
182
|
Total cost
|
6,336
|
218,840
|
476
|
(12,222)
|
213,430
|
Administrative concessions
|
-
|
-
|
(191)
|
-
|
(191)
|
Concession agreements (IFRIC 12)
|
-
|
-
|
(5,724)
|
(798)
|
(6,522)
|
Computer software
|
(15)
|
-
|
(25)
|
-
|
(40)
|
Other intangible assets
|
(29)
|
-
|
(9)
|
-
|
(38)
|
Total accumulated amortisation
|
(44)
|
-
|
(5,949)
|
(798)
|
(6,791)
|
Impairment losses on administrative concessions
|
(6,052)
|
-
|
-
|
-
|
(6,052)
|
Total intangible assets, net
|
240
|
218,840
|
(5,473)
|
(13,020)
|
200,587
|
|
Ending balance
at 31/12/2015 |
Additions
|
Increases due
to changes in the scope of consolidation (Note 6)
|
Ending balance
at 31/12/2016 |
Administrative concessions
|
6,052
|
-
|
-
|
6,052
|
Computer software
|
36
|
66
|
-
|
102
|
Other intangible assets
|
174
|
-
|
8
|
182
|
Total cost
|
6,262
|
66
|
8
|
6,336
|
Computer software
|
(4)
|
(11)
|
-
|
(15)
|
Other intangible assets
|
(19)
|
(10)
|
-
|
(29)
|
Total accumulated amortisation
|
(23)
|
(21)
|
-
|
(44)
|
Impairment losses
|
(6,052)
|
-
|
-
|
(6,052)
|
Total intangible assets, net
|
187
|
45
|
8
|
240
|
8.
|
Property, plant and equipment
|
|
Beginning
balance at 31/12/2016 |
Additions
|
Ending balance
at 31/12/2017 |
Land and buildings
|
18,924
|
-
|
18,924
|
Furniture
|
177
|
7
|
184
|
Transport equipment
|
258
|
11
|
269
|
Computer hardware
|
115
|
12
|
127
|
Other fixtures
|
28
|
98
|
126
|
Total cost
|
19,502
|
128
|
19,630
|
Furniture
|
(52)
|
(23)
|
(75)
|
Transport equipment
|
(220)
|
(39)
|
(259)
|
Computer hardware
|
(27)
|
(19)
|
(46)
|
Other fixtures
|
(7)
|
(7)
|
(14)
|
Total accumulated amortisation
|
(306)
|
(88)
|
(394)
|
Impairment losses
|
-
|
-
|
-
|
Total property, plant and equipment, net
|
19,196
|
40
|
19,236
|
|
Beginning
balance at 31/12/2015 |
Additions
|
Increases due
to changes in the scope of consolidation (Note 6)
|
Ending balance
at 31/12/2016 |
Land and buildings
|
9,856
|
29
|
9,039
|
18,924
|
Furniture
|
107
|
50
|
20
|
177
|
Transport equipment
|
243
|
-
|
15
|
258
|
Computer hardware
|
99
|
16
|
-
|
115
|
Other fixtures
|
17
|
11
|
-
|
28
|
Total cost
|
10,322
|
106
|
9,074
|
19,502
|
Furniture
|
(33)
|
(19)
|
-
|
(52)
|
Transport equipment
|
(164)
|
(56)
|
-
|
(220)
|
Computer hardware
|
(11)
|
(16)
|
-
|
(27)
|
Other fixtures
|
(2)
|
(5)
|
-
|
(7)
|
Total accumulated amortisation
|
(210)
|
(96)
|
-
|
(306)
|
Impairment losses
|
-
|
-
|
-
|
-
|
Total property, plant and equipment, net
|
10,112
|
10
|
9,074
|
19,196
|
9.
|
Property, plant and equipment in projects
|
|
(Thousands of euros)
|
|||
Investment
|
Accumulated
depreciation |
Impairment
losses |
Carrying
amount |
|
Beginning balance at 01/01/2017
|
2,415,752
|
(510,582)
|
(133,417)
|
1,771,753
|
Additions/Charge for the year
|
1,380
|
(106,353)
|
-
|
(104,973)
|
Disposals
|
(1,539)
|
557
|
|
(982)
|
Increases due to changes in the scope of consolidation (Note 6)
|
184,400
|
-
|
-
|
184,400
|
Ending balance at 31/12/2017
|
2,599,993
|
(616,378)
|
(133,417)
|
1,850,198
|
|
(Thousands of euros)
|
|||
Investment
|
Accumulated
depreciation |
Impairment
losses |
Carrying
amount |
|
Beginning balance at 01/01/2016
|
1,873,832
|
(412,751)
|
(133,417)
|
1,327,664
|
Additions / Reversals
|
1,750
|
(97,831)
|
-
|
(96,081)
|
Increases due to changes in the scope of consolidation (Note 6)
|
540,170
|
-
|
-
|
540,170
|
Ending balance at 31/12/2016
|
2,415,752
|
(510,582)
|
(133,417)
|
1,771,753
|
- |
A 0.5% increase in the WACC of each project would imply an additional provision for impairment of EUR 24 million in 2017 and EUR 33 million in 2016.
|
- |
A 0.5% decrease in the WACC of each project would imply a reversal of the impairment loss in the amount of EUR 25 million in 2017 and EUR 35 million in 2016.
|
10.
|
Leases
|
|
31/12/2017
|
31/12/2016
|
Within one year
|
4,794
|
3,945
|
Two to five years
|
23,267
|
19,484
|
More than five years
|
74,079
|
68,444
|
Total
|
102,140
|
91,873
|
11.
|
Other current and non-current financial assets and Investments accounted for using the equity method
|
Non-current financial assets
|
||||||
Available-for-sale
financial assets |
Other loans
|
Investments accounted for
using the equity method |
||||
31/12/2017
|
31/12/2016
|
31/12/2017
|
31/12/2016
|
31/12/2017
|
31/12/2016
|
|
Equity instruments
|
2,184
|
2,106
|
-
|
-
|
-
|
-
|
Other non-current financial assets
|
-
|
-
|
7,563
|
12,100
|
11,745
|
13,031
|
Deposits and guarantees
|
-
|
-
|
96
|
123
|
-
|
-
|
Investments accounted for using the equity method
|
-
|
-
|
-
|
-
|
11,745
|
13,031
|
Loans and receivables
|
-
|
-
|
7,467
|
11,977
|
-
|
-
|
TOTAL
|
2,184
|
2,106
|
7,563
|
12,100
|
11,745
|
13,031
|
Current financial assets
|
||
Held-to-maturity investments
|
||
31/12/2017
|
31/12/2016
|
|
Other current financial assets
|
84,628
|
72,983
|
Deposits and guarantees
|
84,628
|
72,983
|
TOTAL
|
84,628
|
72,983
|
a)
|
Equity instruments
|
31/12/2017
|
31/12/2016
|
||||
|
Serrezuela
Solar II, S.L.U. |
Al Andalus
Wind Power, S.L. |
Total
|
Serrezuela
Solar II, S.L.U. |
Total
|
Evacuación Valdecaballeros
|
2,106
|
-
|
2,106
|
2,106
|
2,106
|
SEC Huéneja (5,35%)
|
-
|
78
|
78
|
-
|
-
|
Total
|
2,106
|
78
|
2,184
|
2,106
|
2,106
|
b)
|
Short-term deposits and guarantees
|
c)
|
Investments accounted for using the equity method
|
In 2017:
|
Beginning balance
|
Profit for the year
|
Other changes
|
Dividends
|
Ending balance
|
Investments accounted for using the equity method
|
13,031
|
11
|
(8)
|
(1,289)
|
11,745
|
In 2016:
|
Beginning
balance |
Changes in
the scope of consolidation (Note 6) |
Transfers
|
Additions
|
Dividends
|
Profit for
the year |
Impairment
losses |
Ending
balance |
Investments accounted for using the equity method
|
-
|
9,490
|
4,726
|
96
|
(600)
|
18
|
(699)
|
13,031
|
d)
|
Other non-current receivables
|
12.
|
Trade and other receivables
|
|
31/12/2017
|
31/12/2016
|
Trade receivables for sales and services
|
31,245
|
30,395
|
Unissued customer invoices
|
41,403
|
38,089
|
Receivable from Group and related companies (Note 22.b)
|
1,293
|
1,036
|
Total
|
73,941
|
69,520
|
·
|
Remuneration earned from the Spanish National Markets and Competition Commission (CNMC) in 2017 for facilities located in Spain. At 31 December 2017, this included:
|
o
|
The entire amount receivable of the remuneration earned in November and December 2017 amounting to EUR 39,197 thousand (remuneration of November with VAT), the average collection period of which is 60 days.
|
o
|
The difference between the remuneration earned corresponding to the companies from January to October 2017, as accepted by the CNMC, and the amount billed, which, pursuant to Law 24/2013, regarding the participation of electricity market players in financing the temporary imbalances between the income from and costs of the electricity system by delaying the invoicing of a portion of the monthly settlements at 31 December 2017, amounted to 11.96% of the total return on the investment, remuneration for generation and remuneration for operation (the latter of which only applies to solar thermal plants), which amounts to EUR 22,607 thousand.
|
·
|
Production income earned but not yet received in December, the average collection period of which is 30 days, amounted to EUR 10,157 thousand (EUR 4,393 thousand in the Spanish market, EUR 3,104 thousand from activities in Uruguay and EUR 2,795 thousand from activities in Portugal) 100% of this income had been invoiced and collected as of the date of preparation of these consolidated financial statements.
|
·
|
The portion of the collection right receivable in the short term in the amount of EUR 687 thousand coresponding to the specific remuneration adjustment mechanism established in Royal Decree 413/2014, of 16 June, to take into consideration adjustments to the market price corresponding to the first regulatory half-period (see Note 11.d).
|
·
|
Remuneration earned from the Spanish National Markets and Competition Commission (CNMC) in 2016. At 31 December 2016, this included:
|
o
|
The entire amount receivable of the remuneration earned in November and December 2016 amounting to EUR 37,604 thousand, the average collection period of which is 60 days.
|
o
|
The difference between the remuneration earned corresponding thereto from the companies from January to October 2016, as accepted by the CNMC, and the amount billed, which, pursuant to Law 24/2013, regarding the participation of electricity market players in financing the temporary imbalances between income and cost in the electricity system by delaying invoicing a portion of the monthly settlements at 31 December 2016, amounted to 13.9% of the total return on the investment, remuneration for generation and remuneration for operation (the latter of which only applies to solar thermal plants), which amounts to EUR 25,773 thousand.
|
·
|
Market income earned but not yet received in December, the average collection period of which is 30 days, amounted to EUR 5,585 thousand. 100% of this income had been invoiced and collected as of the date of preparation of these consolidated financial statements.
|
13.
|
Cash and cash equivalents
|
14.
|
Equity
|
a)
|
Share capital
|
|
2017
|
2016
|
||
Shares
|
% Share capital
|
Shares
|
% Share capital
|
|
Cobra Concesiones, S.L. (*)
|
19,750,212
|
24.21%
|
19,750,212
|
24.21%
|
GIP II Helios, S.à.r.l
|
19,587,058
|
24.01%
|
19,587,058
|
24.01%
|
Morgan Stanley Investment Management INC
|
4,138,247
|
5.07%
|
4,138,247
|
5.07%
|
Saeta Yield treasury shares
|
65,081
|
0.08%
|
-
|
0.00%
|
Arrowgrass Capital Partners LLP
|
-
|
0.00%
|
2,485,503
|
3.05%
|
Chedraoui, Tony
|
-
|
0.00%
|
2,403,253
|
2.95%
|
Other shareholders
|
38,036,330
|
46.63%
|
33,212,655
|
40.71%
|
Total shares
|
81,576,928
|
100%
|
81,576,928
|
100%
|
b)
|
Legal reserve
|
c)
|
Share premium
|
d)
|
Treasury shares
|
|
2017
|
|
Number of
shares |
Thousands of
euros |
|
At beginning of period (1 August 2017)
|
51,250
|
496
|
Purchases
|
362,090
|
3,589
|
Sales
|
(348,259)
|
(3,456)
|
At end of year
|
65,081
|
629
|
e)
|
Hedging transactions
|
2017
|
2016
|
|
Beginning balance
|
(85,250)
|
(95,630)
|
Income/(expense) recognised in equity
|
(2,374)
|
(13,061)
|
Transfers to profit or loss
|
28,357
|
23,441
|
Ending balance
|
(59,267)
|
(85,250)
|
15.
|
Bank borrowings
|
|
31/12/2017
|
31/12/2016
|
||
|
Current
|
Non-current
|
Current
|
Non-current
|
Project financing
|
111,022
|
1,513,929
|
95,350
|
1,361,825
|
Bank borrowings
|
70,500
|
-
|
-
|
-
|
Debt arrangement expenses
|
-
|
(25,250)
|
-
|
(20,068)
|
Unmatured interest payable
|
4,823
|
-
|
1,555
|
-
|
Total
|
186,345
|
1,488,679
|
96,905
|
1,341,757
|
Maturity (in 2017)
|
Project finance
|
Maturity (in 2016)
|
Project finance
|
|
2019
|
117,553
|
2018
|
94,825
|
|
2020
|
116,379
|
2019
|
98,974
|
|
2021
|
122,038
|
2020
|
100,149
|
|
2022 and subsequent years
|
1,157,959
|
2021 and subsequent years
|
1,067,878
|
|
Total
|
1,513,929
|
Total
|
1,361,825
|
-
|
The inclusion in the scope of consolidation of Fingano, Vengano and Lestenergía (see Note 6). The bank borrowings at the time of their inclusion in the Saeta Group amounted to EUR 93,023 thousand, EUR 54,308 thousand and EUR 81,396 thousand, respectively.
|
-
|
On 24 May 2017, Manchasol 2 entered into a non-terminating modifying novation of the Financing Agreement, which was classified as a non-substantial change in accordance with IAS 39, and, therefore, the maximum amount of the loan was increased by EUR 8,957 thousand, which was drawn down on the date the agreement was signed. In addition, the loan is divided into a Commercial Tranche and an Investor Tranche (EUR 40 million), the loan repayment schedule was amended, extending the maturity dates to 30 December 2032 for the Commercial Tranche and 30 June 2034 for the Investor Tranche, and the margin applicable to the loan was changed from 6M EURIBOR + 3.10% to 6M EURIBOR +1.75% for the Commercial Tranche and to a fixed rate of 3.11% for the Investor Tranche.
|
-
|
On 17 November 2017, Parque Eólico Valcaire entered into a project finance arrangement with Banco Sabadell (the lender) for an amount of EUR 14.350.000. This credit facility accrues interest at a floating rate, calculated by adding a spread of 1.70%, which remains constant throughout the term of the agreement, to the reference interest rate (Euribor), maturing in 2030. A total of EUR 213 thousand were drawn down under this agreement in 2017 in order to pay the debt arrangement expenses. The rest of the principal had yet to be drawn down as of 31 December 2017.
|
-
|
On 27 December 2017, Lestenergía repaid the financing agreement in force, which entailed a payment of EUR 74,761 thousand for the principal of the outstanding debt and finance costs of EUR 2,453 thousand paid in 2017, which included the early termination fees arising from the amounts repaid of EUR 1,087 thousand (Note 18), recognised as finance costs in the consolidated income statement (Note 24.d), as it involved the substantial repayment of debt.
|
-
|
The inclusion in the scope of consolidation of Extresol 2 and Extresol 3 (see Note 6), which had bank borrowings at the time of their inclusion in the Saeta Group in the amount of EUR 214,251 thousand and EUR 236,197 thousand, respectively.
|
-
|
On 22 December 2015, Serrezuela Solar entered into a project finance arrangement with Banco Santander (Agent Bank) and Société Generale, BNP Paribas Fortis, S.A./N.V., Credit Agricole Corporate and Investment Bank, Sucursal en España and Société Generale, Sucursal en España for EUR 135 million, and with the European Investment Bank for EUR 50 million. The first credit facility accrues interest at a floating rate, which is calculated by adding a spread to the reference interest rate (Euribor) of 1.75%, which increases throughout the term of the agreement, and the second at a fixed rate of 0.58%, maturing in 2031.
|
-
|
On 29 January 2016, the company made its first drawdown on the financing in the amount of EUR 3,700 thousand, on 14 March 2016 it made the second drawdown for EUR 99,900 thousand, and on 23 December 2016 it made the final drawdown for a total of EUR 78,626 thousand. The first principal repayment was made on 30 June 2016.
|
Company
|
Arrangement date
|
Maturity
|
Terms
|
Amount drawn down
(in thousands of euros) |
||
Current
|
Non-current
|
Total
|
||||
Extresol I
|
Jul 07
|
Jun 29
|
6M EUR + 1.05%*
|
11,009
|
156,805
|
167,814
|
Extresol II
|
Sep 09
|
Dec 31
|
6M EUR + 3.00%***
|
11,643
|
180,851
|
192,494
|
Extresol III
|
Apr 11
|
Dec 33
|
6M EUR + 3.00%***
|
10,911
|
202,079
|
212,990
|
Manchasol II
|
May 17
|
Jun 34
|
6M EUR + 1.75%*****
6M EUR + 3.11% (Investor tranche)
|
10,477
|
178,333
|
188,810
|
Serrezuela Solar II
|
Dec 16
|
Dec 31
|
6M EUR + 1.75%****
6M EUR + 1.67% (EIB tranche)
|
12,767
|
146,796
|
159,563
|
Al-Andalus
|
Jul 07
|
Jul 27
|
6M EUR + 0.80%**
6M EUR + 0.75% (EIB tranche)
|
16,987
|
181,683
|
198,670
|
P.E. Santa Catalina
|
Aug 08
|
Jun 28
|
6M EUR + 1.30%**
|
7,857
|
87,633
|
95,490
|
Eólica del Guadiana
|
Feb 10
|
Dec 27
|
6M EUR + 3.00%**
|
3,051
|
37,867
|
40,918
|
P.E. Sierra de las Carbas
|
Dec 07
|
Dec 27
|
6M EUR + 0.80%**
|
3,233
|
36,070
|
39,303
|
P.E. Tesosanto
|
Dec 07
|
Dec 27
|
6M EUR + 0.80%**
|
4,311
|
46,225
|
50,536
|
La Caldera Energía Burgos
|
Dec 07
|
Dec 27
|
6M EUR + 0.80%**
|
1,870
|
22,738
|
24,608
|
P.E. Valcaire
|
Nov 17
|
Dec 30
|
6M EUR + 1.70%
|
15
|
197
|
212
|
Fingano
|
Apr 14
|
Feb 32
|
6M LIBOR + 3.3425% (BROU tranche)
LIBOR + 3.3825% (BID tranche)
|
3,351
|
70,373
|
73,724
|
Vengano
|
Apr 14
|
Feb 32
|
6M LIBOR + 3.3425% (BROU tranche)
LIBOR + 3.3825% (BID tranche)
|
2,116
|
42,703
|
44,819
|
Lestenergía
|
Dec 17
|
Sep 28
|
6M EUR + 2%*****
|
11,425
|
123,575
|
135,000
|
TOTAL
|
111,022
|
1,513,929
|
1,624,951
|
Company
|
Arrangement date
|
Maturity
|
Terms
|
Amount drawn down
(in thousands of euros)
|
||
Current
|
Non-current
|
Total
|
||||
Extresol I
|
Jul-07
|
Jun-29
|
6M EUR + 1.05%*
|
10,252
|
167,814
|
178,066
|
Extresol II
|
Sep-09
|
Dec-31
|
6M EUR + 3.00%***
|
11,174
|
192,493
|
203,668
|
Extresol III
|
Apr-11
|
Dec-33
|
6M EUR + 3.00%***
|
13,222
|
212,990
|
226,213
|
Manchasol II
|
Apr-09
|
Mar-29
|
6M EUR + +3.10%*
|
10,373
|
179,440
|
189,813
|
Serrezuela Solar II
|
Dec-16
|
Dec-31
|
6M EUR + 1.75%****
|
12,830
|
159,563
|
172,392
|
Al-Andalus
|
Jul-07
|
Jul-27
|
6M EUR + +0.80%**
|
18,162
|
198,671
|
216,833
|
P.E. Santa Catalina
|
Aug-08
|
Jun-28
|
6M EUR + +1.30%**
|
7,687
|
95,489
|
103,177
|
Eólica del Guadiana
|
Feb-10
|
Dec-27
|
6M EUR + +3.00%**
|
2,783
|
40,918
|
43,701
|
P.E. Sierra de las Carbas
|
Dec-07
|
Dec-27
|
6M EUR + +0.80%**
|
3,045
|
39,303
|
42,348
|
P.E. Tesosanto
|
Dec-07
|
Dec-27
|
6M EUR + +0.80%**
|
4,060
|
50,536
|
54,596
|
La Caldera Energía Burgos
|
Dec-07
|
Dec-27
|
6M EUR + +0.80%**
|
1,761
|
24,608
|
26,369
|
TOTAL
|
95,350
|
1,361,825
|
1,457,175
|
·
|
Extresol 1:
|
o |
Not to dispose, encumber or transfer in any way its rights or assets for a cumulative amount greater than EUR 600,000 at 2006 values (according to the carrying amount at acquisition).
|
o |
To establish the debt service reserve fund within a period of 12 months from completion of the work and maintain the fund during the term of the agreement.
|
o |
The debt service coverage ratio must be greater than 1 in any given year and not less than 1.05 for two consecutive years.
|
o |
The gearing ratio must be greater than 10/90.
|
o |
Not to incur any other debt other than that mentioned, or grant loans, guarantees, donations or any other discretional gifts.
|
·
|
Extresol 2:
|
o |
Not to dispose, encumber or transfer in any way its rights or assets for a cumulative amount greater than EUR 600,000 at 2006 values (according to the carrying amount at acquisition).
|
o |
To establish the debt service reserve fund within a period of 12 months from completion of the work and maintain the fund during the term of the agreement.
|
o |
The debt service coverage ratio must be greater than 1.05 in any given year.
|
o |
The gearing ratio must be greater than 24.05/75.95.
|
o |
Not to incur any other debt other than that mentioned, or grant loans, guarantees, donations or any other discretional gifts.
|
·
|
Extresol 3:
|
o |
Not to dispose, encumber or transfer in any way its rights or assets for a cumulative amount greater than EUR 600,000 at 2006 values (according to the carrying amount at acquisition).
|
o |
To establish the debt service reserve fund within a period of 12 months from completion of the work and maintain the fund during the term of the agreement.
|
o |
The debt service coverage ratio must be greater than 1.05 in any given year.
|
o |
The gearing ratio must be greater than 22.85/77.15.
|
o |
Not to incur any other debt other than that mentioned, or grant loans, guarantees, donations or any other discretional gifts.
|
·
|
Manchasol 2:
|
o |
Not to dispose of or encumber in any way any of its assets or items of property plant and equipment, either as a whole or one or various assets.
|
o |
To establish the debt service reserve fund within a period of 12 months from completion of the work and maintain the fund during the term of the agreement.
|
o |
To maintain a gearing ratio of 20/80.
|
o |
Not to incur any other debt other than that mentioned, or grant loans, guarantees, donations or any other discretional gifts.
|
o |
Not to have a debt service coverage ratio below 1.05 for two consecutive years or below 1.00 in any given year.
|
·
|
Serrezuela Solar II:
|
o |
Not to spin off, split up, sell, assign, transfer or dispose of or tax in any way its assets, goods, establishments or equity assets of any kind, or its current or future collection rights, income or receivables from third parties.
|
o |
A provision will be recognised under the debt service reserve account by the borrower with a charge to the last commercial loan drawdown, and the fund must be maintained during the term of the agreement.
|
o |
To maintain a gearing ratio of 25/75.
|
o |
Not to incur any debt other than that mentioned, grant any loans or credit facilities, or transfer funds to third parties for purposes other than carrying out the project.
|
o |
Not to have a debt service coverage ratio below 1.05x for two consecutive years or below 1.00x in any given year.
|
·
|
Al-Andalus:
|
o |
Not to dispose, sell, mortgage or encumber in any way any of its assets or items of property plant and equipment, either as a whole or one or various assets, for an amount greater than EUR 500,000 (according to the carrying amount at acquisition) throughout the term of the agreement.
|
o |
To maintain the debt service reserve fund during the term of the agreement.
|
o |
To maintain a senior debt/equity ratio equal to or less than 85% throughout the term of the credit facility.
|
o |
To maintain a debt service coverage ratio greater than 1.05x.
|
·
|
P.E. Santa Catalina:
|
o |
Not to dispose of or encumber in any way any of its assets or items of property plant and equipment, either as a whole or one or various assets, for an amount greater than EUR 500,000.
|
o |
To maintain the debt service reserve fund during the term of the agreement.
|
o |
To maintain a senior debt/equity ratio equal to or less than 80% throughout the term of the credit facility.
|
o |
Not to incur any other debt other than that mentioned, or grant loans, guarantees, donations or any other discretional gifts.
|
o |
Not to have a debt service coverage ratio below 1.05x for two consecutive years or below 1.03x in any given year.
|
·
|
Eólica del Guadiana:
|
o |
To maintain a credit facility/equity ratio of no more than 32.9%/67.1%.
|
o |
To maintain the debt service reserve fund during the term of the agreement.
|
o |
Not to have a debt service coverage ratio below 1.05 during the term of the credit facility.
|
·
|
Tesosanto, Sierra de las Carbas and La Caldera:
|
o |
Not to dispose, sell, mortgage or encumber in any way any of its assets or items of property plant and equipment, either as a whole or one or various assets, for an amount greater than EUR 500,000 (according to the carrying amount at acquisition) throughout the term of the agreement.
|
o |
To maintain the debt service reserve fund during the term of the agreement.
|
o |
To maintain a senior debt/equity ratio equal to or less than 90% throughout the term of the credit facility.
|
o |
Not to have a debt service coverage ratio below 1.05 for two consecutive years or below 1.03 in any given year.
|
·
|
P.E. Valcaire:
|
o |
Not to spin off, split up, sell, assign, transfer or dispose of in any way its assets, goods, establishments or equity assets of any kind, or its current or future collection rights, income or receivables from third parties.
|
o |
To maintain the debt service reserve fund at the legally required minimum during the term of the agreement.
|
o |
To maintain a minimum gearing ratio of 80%.
|
o |
Not to incur additional financial debt without prior written consent from the Lenders, other than the permitted financial debt.
|
o |
To maintain a debt service coverage ratio greater than 1.05x.
|
·
|
Lestenergía:
|
o |
Not to spin off, split up, sell, assign, transfer or dispose of in any way its assets, goods, establishments or equity assets of any kind, or its current or future collection rights, income or receivables from third parties.
|
o |
To maintain the unrestricted line of credit.
|
o |
Not to incur additional financial debt without prior written consent from the Lenders, other than the permitted financial debt.
|
o |
To maintain a debt service coverage ratio greater than 1.05x.
|
·
|
Fingano and Vengano:
|
o |
Not to dispose of or encumber in any way any of its assets or items of property plant and equipment, either as a whole or one or various assets.
|
o |
Not to acquire assets.
|
o |
To maintain the debt service reserve fund during the term of the agreement.
|
o |
To maintain a senior debt/equity ratio equal to or less than 85% throughout the term of the credit facility.
|
o |
Not to incur any other debt other than that mentioned, or grant loans, guarantees, donations or any other discretional gifts.
|
o |
Not to have a debt service coverage ratio below 1.05 in any given year.
|
16.
|
Risk management
|
|
Changes in
interest rates (basis points)
|
Effect on profit
(before tax)
|
Effect on equity
(after tax)
|
31/12/2017
|
100
|
377
|
46,830
|
(25)
|
(4)
|
(12,229)
|
|
Changes in
interest rates (basis points) |
Effect on profit/(loss)
before tax |
Effect on equity
after tax |
31/12/2016
|
100
|
267
|
47,713
|
(25)
|
(57)
|
(12,649)
|
- |
A revolving credit facility of EUR 120 million, maturing in three years, and that may be extended for an additional two years, of which EUR 70 million had been drawn down as of 31 December 2017, with EUR 65 million repaid in January 2018 (Note 15).
|
- |
A series of bilateral loan agreements for a total of EUR 6 million, of which EUR 500 thousand had been drawn down as of 31 December 2017 and were repaid in January 2018 (Note 15).
|
17.
|
Capital management
|
|
31/12/2017
|
31/12/2016
|
- Other current financial assets and cash (*)
|
(251,880)
|
(267,899)
|
+ Bank borrowings
|
1,675,024
|
1,438,662
|
Net debt
|
1,423,144
|
1,170,763
|
Equity
|
546,962
|
551,547
|
Leverage ratio
|
260.19%
|
212.27%
|
(*) Does not include current financial assets with Group and related companies
|
18.
|
Payables for derivative financial instruments
|
|
31/12/2017
|
31/12/2016
|
||
Non-current
|
Current
|
Non-current
|
Current
|
|
Fair value of the cash flow hedges (interest rate)
|
82,816
|
34,259
|
120,350
|
35,461
|
Total
|
82,816
|
34,259
|
120,350
|
35,461
|
Company
|
Arrangement
date |
Maturity
|
Cash flow swap
|
Drawn down
|
||
Floating rate
|
Fixed rate
|
Notional
amount |
Gross fair value
|
|||
Extresol I
|
Jul 07
|
Dec 22
|
6M EUR + 1.05%*
|
50% 4.64% / 50% 4.078%
|
125,861
|
(21,831)
|
Extresol II
|
Dec 15
|
Dec 25
|
6M EUR + 3.00%***
|
from 3.188% to 3.410%
|
144,370
|
(24,114)
|
Extresol III
|
Jun 11
|
Jun 21
|
6M EUR + 3.00%***
|
3.611% / 1 bank applies 2.775%
|
173,534
|
(20,428)
|
Manchasol II
|
Apr 09
|
Dec 22
|
6M EUR + 1.75%*****
|
4.323%
|
112,570
|
(19,500)
|
May 17
|
Dec 30
|
1.764%
|
732
|
(1,151)
|
||
Serrezuela Solar
|
Jan 16
|
Dec 28
|
6M EUR + 1.75% ****
|
0.955%
|
93,150
|
(1,758)
|
Al-Andalus
|
Jul 07
|
Jul 13
|
6M EUR + 0.80%**
|
0.5%
|
149,003
|
(2,056)
|
Sep 23
|
Jul 13
|
0.433%
|
-
|
1,221
|
||
P.E. Santa Catalina
|
Aug 08
|
Jun 21
|
6M EUR + 1.30%**
|
3.85%
|
71,617
|
(8,412)
|
Oct 16
|
Jun 26
|
0.94%
|
-
|
222
|
||
Eólica del Guadiana
|
Feb 10
|
Dec 23
|
6M EUR + 3.00%**
|
3.78%
|
31,824
|
(5,129)
|
Aug 16
|
Dec 25
|
1.15%
|
-
|
45
|
||
P.E. Sierra de las Carbas
|
Dec 07
|
Jun 20
|
6M EUR + 0.80%**
|
50% 4.456% / 50% 3.76%
|
38,321
|
(5,701)
|
Nov 16
|
Dec 25
|
0.944%
|
-
|
15
|
||
P.E. Tesosanto
|
Dec 07
|
Jun 20 – Jun 24
|
6M EUR + 0.80%**
|
50% 4.456% / 50% 3.70%
|
30,459
|
(4,457)
|
Nov 16
|
Dec 25
|
0.944%
|
-
|
16
|
||
La Caldera Energ. Burgos
|
Dec 07
|
Jun 20 – Jun 24
|
6M EUR + 0.80%**
|
50% 4.456% / 50% 3.76%
|
17,055
|
(2,519)
|
Nov 16
|
Dec 25
|
0.944%
|
-
|
7
|
||
P.E. Valcaire
|
Dec 17
|
Dec 28
|
6M EUR + 1.70% *****
|
0.820%
|
12,189
|
(105)
|
Lestenergía Exploração de Parques Eólicos, S.A.
|
Dec 17
|
Dec 27
|
6M EUR + 2%
|
0.757%
|
114,750
|
(1,440)
|
TOTAL
|
1,115,435
|
(117,075)
|
|
Thousands of euros
|
||||||||
Notional
amount |
Maturity
|
Gross fair
value |
|||||||
Total
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024 and
subsequent years |
||
Securities
|
1,115,435
|
87,857
|
86,413
|
82,159
|
86,278
|
166,239
|
80,067
|
526,422
|
(117,075)
|
Company
|
Arrangement date
|
Maturity
|
Cash flow swap
|
Drawn down
|
||
Floating rate
|
Fixed rate
|
Notional amount
|
Gross fair value
|
|||
Extresol I
|
Jul-07
|
Dec-22
|
6M EUR + 1.05%*
|
50% 4.64% / 50% 4.078%
|
133,550
|
(28,119)
|
Extresol II
|
Dec-15
|
Dec-25
|
6M EUR + 3.00%***
|
from 3.188% to 3.410%
|
154,781
|
(29,861)
|
Extresol III
|
Jun-11
|
Jun-21
|
6M EUR + 3.00%***
|
3.611% / 1 bank applies 2.775%
|
183,151
|
(27,604)
|
Manchasol II
|
Apr-09
|
Dec-22
|
6M EUR + 3.10%*
|
4,323%
|
142,360
|
(29,977)
|
Serrezuela Solar
|
Jan-16
|
Dec-28
|
6M EUR + 1.75%****
|
0,955%
|
100,640
|
(3,190)
|
Al-Andalus
|
Jul-07
|
Jul-19
|
6M EUR + 0.80%**
|
0.5%
|
162,625
|
(2,870)
|
Sep-16
|
Jul-25
|
0,433%
|
-
|
651
|
||
P.E. Santa Catalina
|
Aug-08
|
Jun-21
|
6M EUR + 1.30%**
|
3.85%
|
77,382
|
(11,577)
|
Oct-16
|
Jun-26
|
0.94%
|
-
|
96
|
||
Eólica del Guadiana
|
Feb-10
|
Dec-23
|
6M EUR + 3.00%**
|
3.78%
|
33,911
|
(6,559)
|
Aug-16
|
Dec-25
|
1.15%
|
-
|
38
|
||
P.E. Sierra de las Carbas
|
Dec-07
|
Jun. 2020 – Jun. 2024
|
6M EUR + 0.80%**
|
50% 4.456% / 50% 3.76%
|
41,290
|
(7,524)
|
Nov-16
|
Dec-25
|
0,944%
|
-
|
(35)
|
||
P.E. Tesosanto
|
Dec-07
|
Jun. 2020 – Jun. 2024
|
6M EUR + 0.80%**
|
50% 4.456% / 50% 3.70%
|
32,818
|
(5,908)
|
Nov-16
|
Dec-25
|
0,944%
|
-
|
(26)
|
||
La Caldera Energ. Burgos
|
Dec-07
|
Jun. 2020 – Jun. 2024
|
6M EUR + 0.80%**
|
50% 4.456% / 50% 3.76%
|
18,377
|
(3,331)
|
Nov-16
|
Dec-25
|
0,944%
|
-
|
(15)
|
||
TOTAL
|
1,080,885
|
(155,811)
|
|
Thousands of euros
|
||||||||
Notional
amount |
Maturity
|
Gross fair
value |
|||||||
Total
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023 and
subsequent years |
||
Securities
|
1,080,885
|
71,111
|
78,924
|
75,938
|
73,298
|
77,522
|
245,901
|
458,192
|
(155,811)
|
- |
On 24 May 2017, within the framework of the Manchasol 2 refinancing transaction described in Note 15, derivatives for a notional amount of EUR 23,282 thousand were repaid, which had an impact of EUR 5,717 thousand on the income statement (Note 24.d), due the covered transaction has disappeared.
|
- |
On 24 May 2017, new derivatives were arranged for Manchasol 2. These new derivatives expanded the hedged term of the syndicated loan from 30 December 2022 to 30 December 2030. Interest rate hedging agreements were signed with the following entities: Banco Santander, Banco Sabadell, Credit Agricole Corporate and Investment Bank, sucursal en España, Societé Generale, sucursal en España and BNP Paribás Fortis. The fixed rate of the swap is 1.764%.
|
- |
On 17 November 2017, Parque Eólico Valcaire arranged interest rate swaps hedging the loan from 29 December 2017 to 29 December 2028 within the framework of the new financing agreement entered into (see Note 15). The interest rate hedging agreement was entered into with Banco Sabadell. The fixed rate of the swap is 0.82%.
|
- |
On 27 December 2017, Lesternergía repaid the outstanding debt along with the derivatives associated therewith, the impact of which on the income statement was EUR 1,087 thousand (Note 24.d), due the covered transaction has disappeared.
|
- |
On 27 December 2017, Lestenergía arranged new interest rate swaps hedging the loan from 27 December 2017 to 15 December 2027 within the framework of the new financing agreement entered into (see Note 15). The interest rate hedging agreements were entered into with Banco Santander, ING, BNP Paribás Fortis and Novo Banco. The fixed rate of the swap is 0.757%.
|
- |
On 2 February 2016, financial transaction framework agreements were entered into with Serrezuela Solar II, S.L.U. within the framework of the financing described in Note 15. Interest rate hedging agreements were signed with the following entities: Banco Santander (Agent Bank), Société Générale, BNP Paribas, S.A. and Credit Agricole Corporate and Investment Bank, Sucursal en España.
|
- |
On 4 August 2016, a new derivative was arranged for Eólica del Guadiana, S.L.U. This new derivative expanded the hedged term of the syndicated loan from 15 December 2023 to 15 December 2025. Interest rate hedging agreements were signed with the following entities: Banco Bilbao Vizcaya Argentaria (Agent Bank), Banco Santander, Banco Popular Español and Abanca Corporación Bancaria.
|
- |
On 28 September 2016, a new derivative was arranged for Al-Andalus Wind Power, S.L.U. This new derivative expanded the hedged term of the syndicated loan from 13 July 2019 to 13 July 2025. Interest rate hedging agreements were signed with the following entities: Banco Santander (Agent Bank), Banco Bilbao Vizcaya Argentaria, Bankia and Caixabank.
|
- |
On 13 October 2016, a new derivative was arranged for Parque Eólico Santa Catalina, S.L.U. This new derivative expanded the hedged term of the syndicated loan from 30 June 2021 to 30 June 2026. Interest rate hedging agreements were signed with the following entities: Banco Santander (Agent Bank), Banco Bilbao Vizcaya Argentaria, Bankia, Caixabank, Banco Popular Español and Banco de Sabadell.
|
- |
On 2 November 2016, a new derivative was arranged for La Caldera Energía Burgos, S.L.U., Parque Eólico Tesosanto, S.L.U. and Parque Eólico Sierra de las Carbas, S.L.U., which have joint financing. This new derivative expanded the hedged term of the syndicated loan from 21 June 2020 to 21 December 2025. Interest rate hedging agreements were signed with the following entities: Caixabank (Agent Bank), Banco Santander, Banco Bilbao Vizcaya Argentaria, Banco de Sabadell and Bankia.
|
19.
|
Trade and other payables
|
|
31/12/2017
|
31/12/2016
|
Trade payables
|
19,741
|
15,246
|
Trade payables to Group and related companies (Note 22.b)
|
7,965
|
7,055
|
Remuneration payable
|
831
|
452
|
Customer advances
|
1,216
|
2,685
|
Total
|
29,753
|
25,438
|
20.
|
Share-based payment
|
a) |
The number of shares subject to the option plan is a maximum of 470,000 shares, of EUR 1 par value each.
|
b) |
The exercise price will be EUR 9.31 per share. If the value of the shares are diluted or concentrated, the price will be modified accordingly.
|
c) |
Except in certain cases where the employment relationship is terminated early, the options will be exercised in two equal parts, cumulative if the beneficiary so wishes, once two years have elapsed from 1 May 2016 and for a period of two years (up until 30 April 2020).
|
d) |
Tax withholdings and taxes to be paid as a result of exercising the share option will be borne exclusively by the beneficiary.
|
21.
|
Tax matters
|
|
31/12/2017
|
31/12/2016
|
Other tax receivables
|
1,035
|
453
|
Income tax refundable
|
9,353
|
4,649
|
VAT refundable
|
17
|
1
|
TOTAL ASSETS
|
10,405
|
5,103
|
Income tax payable
|
(3,469)
|
-
|
Other tax payables
|
(6,873)
|
(8,246)
|
VAT payable
|
(5,800)
|
(5,068)
|
Tax withholdings payable
|
(673)
|
(67)
|
Accrued social security taxes payable
|
(57)
|
(46)
|
TOTAL LIABILITIES
|
(16,872)
|
(13,427)
|
a)
|
Reconciliation of accounting profit to the income tax expense
|
31/12/2017
|
|||
Consolidated
tax group |
Companies
not included in the tax group |
TOTAL
|
|
Consolidated profit before tax
|
47,812
|
2,934
|
50,746
|
Consolidation adjustments to profit before tax and Permanent differences
|
(8,774)
|
6,432
|
(2,342)
|
Tax charge
|
(9,760)
|
(1,941)
|
(11,701)
|
Consolidation adjustments to income tax expense
|
(2,157)
|
449
|
(1,708)
|
Adjustments to prior years’ tax
|
(847)
|
-
|
(847)
|
Total tax expense/(income) recognised in profit or loss
|
(12,764)
|
(1,492)
|
(14,256)
|
31/12/2016
|
|||
Consolidated
tax group |
Companies
not included in the tax group |
TOTAL
|
|
Consolidated profit before tax
|
26,210
|
14,268
|
40,478
|
Consolidation adjustments to profit before tax and Permanent differences
|
4,302
|
(15,653)
|
(11,351)
|
Tax charge
|
(7,628)
|
346
|
(7,282)
|
Adjustments to differed tax due to change in the tax rate
|
319
|
-
|
319
|
Tax effect of purchases
|
-
|
428
|
428
|
Consolidation adjustments to income tax expense
|
-
|
(3,535)
|
(3,535)
|
Adjustments to prior years’ tax
|
134
|
(580)
|
(446)
|
Total tax expense/(income) recognised in profit or loss
|
(7,175)
|
(3,340)
|
(10,515)
|
31/12/2017
|
31/12/2016
|
|||||
Consolidated
tax group |
Companies
not included in the tax group |
TOTAL
|
Consolidated
tax group |
Companies
not included in the tax group |
TOTAL
|
|
Current tax:
|
|
|
|
|
||
Continuing operations
|
(3,360)
|
(2,725)
|
(6,085)
|
158
|
(3,802)
|
(3,644)
|
Discontinued operations
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Deferred tax:
|
|
|
|
|
|
|
Continuing operations
|
(9,405)
|
1,234
|
(8,171)
|
(7,333)
|
462
|
(6,871)
|
Discontinued operations
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Total tax expense
|
(12,765)
|
(1,492)
|
(14,256)
|
(7,175)
|
(3,340)
|
(10,515)
|
b)
|
Reconciliation of the accounting profit to the taxable profit
|
31/12/2017
|
31/12/2016
|
|||||
Consolidated
tax group |
Companies
not included in the tax group |
TOTAL
|
Consolidated
tax group |
Companies
not included in the tax group |
TOTAL
|
|
Consolidated profit before tax
|
47,812
|
2,933
|
50,745
|
26,210
|
14,268
|
40,478
|
Permanent differences and consolidation adjustments
|
(8,774)
|
14,675
|
5,901
|
4,302
|
(15,653)
|
(11,351)
|
Temporary differences (non-deductible finance costs)
|
10,429
|
2,573
|
13,002
|
2,060
|
15,825
|
17,885
|
Temporary differences (non-deductible amortisation)
|
(7,078)
|
-
|
(7,078)
|
(4,826)
|
(2,252)
|
(7,078)
|
Temporary differences (accelerated depreciation)
|
(39,757)
|
-
|
(39,757)
|
(16,713)
|
(10,046)
|
(26,759)
|
Offset of tax losses
|
(1,214)
|
(3,041)
|
(4,255)
|
(395)
|
-
|
(395)
|
Other temporary differences
|
-
|
(1,823)
|
(1,823)
|
(9,457)
|
(1,681)
|
(11,138)
|
Taxable profit
|
1,419
|
15,317
|
16,737
|
1,181
|
461
|
1,642
|
c)
|
Reconciliation of the taxable profit to the tax payable
|
31/12/2017
|
31/12/2016
|
|||||
Consolidated
tax group |
Companies
not included in the tax group |
TOTAL
|
Consolidated
tax group |
Companies
not included in the tax group
|
TOTAL
|
|
Taxable profit
|
1,419
|
15,317
|
16,737
|
1,181
|
461
|
1,642
|
Tax charge
|
(355)
|
(4,032)
|
(4,387)
|
(295)
|
(115)
|
(410)
|
Tax credits
|
354
|
449
|
803
|
241
|
113
|
354
|
Withholdings
|
1
|
-
|
1
|
54
|
2
|
56
|
Prepayments
|
7,020
|
95
|
7,115
|
4,649
|
-
|
4,649
|
Exchange rates
|
-
|
19
|
19
|
|
-
|
-
|
Tax payable (refundable)
|
7,020
|
(3,469)
|
3,551
|
4,649
|
-
|
4,649
|
d)
|
Deferred tax assets and liabilities
|
Thousands of euros
|
31/12/2016
|
Changes in
the scope of consolidation (Note 6) |
Additions
|
Disposals
|
31/12/2017
|
Assets
|
|
|
|
|
|
Hedging instruments
|
43,338
|
315
|
26
|
(11,779)
|
31,900
|
Tax losses
|
3,035
|
-
|
119
|
(334)
|
2,820
|
Deduction limit for depreciation and amortisation
|
17,010
|
-
|
-
|
(2,123)
|
14,887
|
Deduction limit for net finance costs
|
22,684
|
-
|
2,607
|
(564)
|
24,728
|
TOTAL ASSETS
|
86,067
|
315
|
2,752
|
(14,800)
|
74,335
|
Liabilities
|
|
|
|
|
|
Unrestricted depreciation and amortisation
|
49,813
|
-
|
18,697
|
(7,927)
|
60,583
|
Others
|
13,925
|
30,175
|
4,610
|
(10,952)
|
37,758
|
TOTAL LIABILITIES
|
63,738
|
30,175
|
23,307
|
(18,879)
|
98,341
|
- |
Valuation of the derivative hedging instrument at year-end based on a tax rate of 25%.
|
- |
Tax loss carryforwards relate to the tax effect of prior years’ losses of companies that either did not form part of the previous tax group or did not yet form part of the group when they were generated.
|
- |
The non-deductible net finance costs for the year based on Royal Decree-Law 12/2012, of 30 March, limiting the deduction of net finance costs, in general, to a maximum of 30% of operating profit for the year. For these purposes, the law considers “net finance costs” to be the excess finance costs with respect to the income arising from the transfer to third parties of own capital accrued in the tax period. In any case, up to EUR 1 million in net finance costs for the tax period may be deducted without any limit imposed. The net finance costs that have not been deducted may be deducted in subsequent tax periods. These net finance costs are adjusted in accordance with the maximum deductible tax charge of the Tax Group.
|
- |
Non-deductible amortisation and depreciation expenses for the year: in accordance with the change implemented by Law 16/2012, effective for tax periods beginning in 2013 and 2014, depreciation and amortisation for accounting purposes of property, plant and equipment, intangible assets and investment property may only be deducted up to 70% of the amount that would have been deductible for tax purposes in accordance with sections 1 and 4 of Article 11 of the Consolidated Spanish Corporate Tax Act (TRLIS). Depreciation and amortisation for accounting purposes that is not tax deductible as a result of applying this limit is not considered impairment, and may be deducted as of the first tax period beginning on 1 January 2015, on a straight-line basis for a period of 10 years. Likewise, the amount corresponding to these deferred tax assets was not recalculated using a tax rate of 25%, since transitional provision thirty-seven of Spanish Corporate Tax Act 27/2014, on tax credits for the reversal of temporary measures states that companies are entitled to a full tax credit for 5% of the amounts that compose the base tax arising from the amortisation and depreciation not deducted, and, therefore, no provision was recognised in this connection in these financial statements.
|
-
|
EUR 60,583 thousand in 2017 and EUR 49,813 thousand in 2016 corresponds to 30% of the amortisation for tax purposes in addition to the amortisation for accounting purposes of certain Group companies pursuant to additional provision eleven of Legislative Royal Decree 4/2009, of 5 March, approving the Revised Text of the Spanish Corporate Tax Act and regulating accelerated depreciation of investments in new items of property, plant and equipment related to economic activities that generate employment.
|
- |
A taxable temporary difference in the amount of EUR 33,148 thousand in 2017 and EUR 11,141 thousand in 2016 arising from the amount paid for the inclusion of Extresol 2 and Extresol 3 in 2016 and Fingano, Vengano and Lestenergía in 2017 in the scope of consolidation pursuant to IAS 12, Income taxes (see Note 6).
|
- |
Local deferred tax liabilities in the amount of EUR 4,610 thousand for Fingano and Vengano. This amount arises from a local law that applies to companies that adhere to a special investment regime and, therefore, income tax exemptions are obtained for a certain period.
|
22.
|
Balances and transactions with related parties
|
a)
|
Related party transactions
|
Expenses and income (in thousands of euros)
|
Significant
shareholders |
Directors and
executives |
Group
employees, companies or entities |
Other related
parties |
Expenses:
|
|
|
|
|
Staff costs
|
-
|
(1,389)
|
-
|
-
|
Management or collaboration agreements
|
(9,029)
|
-
|
-
|
(26,057)
|
Other expenses
|
(1,181)
|
-
|
-
|
(84)
|
Total expenses
|
(10,210)
|
(1,389)
|
-
|
(26,141)
|
Income:
|
|
|
|
|
Finance income
|
-
|
-
|
38
|
-
|
Management or collaboration agreements
|
-
|
-
|
-
|
302
|
Other income
|
137
|
-
|
-
|
2,432
|
Total income
|
137
|
-
|
38
|
2,734
|
Other transactions (in thousands of euros)
|
Significant
shareholders |
Directors and
executives |
Group
employees, companies or entities |
Other related
parties |
Dividends and other profit distributed
|
(29,719)
|
(32)
|
-
|
-
|
Purchase of shares and subordinated debt (Note 6)
|
-
|
-
|
-
|
103,675
|
Expenses and income (in thousands of euros)
|
Significant
shareholders |
Directors and
executives |
Group
employees, companies or entities |
Other related
parties |
Expenses:
|
|
|
|
|
Staff costs
|
-
|
(1,266)
|
-
|
-
|
Management or collaboration agreements
|
(9,216)
|
-
|
-
|
(23,973)
|
Total expenses
|
(9,216)
|
(1,266)
|
-
|
(23,973)
|
Income:
|
|
|
|
|
Finance income
|
-
|
-
|
43
|
-
|
Management or collaboration agreements
|
-
|
-
|
133
|
297
|
Other income
|
87
|
-
|
-
|
10,754
|
Total income
|
87
|
-
|
176
|
11,051
|
Other transactions (in thousands of euros)
|
Significant
shareholders |
Directors and
executives |
Group
employees, companies or entities |
Other related
parties |
Dividends and other profit distributed
|
(28,610)
|
(30)
|
-
|
-
|
Financial asset purchases (shares and subordinated debt) (Note 6)
|
-
|
-
|
-
|
(117,740)
|
Other transactions
|
-
|
-
|
-
|
5,483
|
b)
|
Related party balances
|
2017 (in thousands of euros)
|
Long-term
loans |
Payables to
related companies (Note 12)
|
Other
financial assets |
Other
non-current financial liabilities |
Other
current financial liabilities |
Trade
payables (Note 19) |
Cobra Instalaciones y Servicios, S.A. (**)
|
-
|
1,237
|
-
|
(4,000)
|
-
|
(5,994)
|
SEC Valcaire (Note 7)
|
1,128
|
-
|
110
|
|
(58)
|
(265)
|
Cobra Concesiones, S.L. (*)
|
-
|
225
|
1
|
|
-
|
(1,552)
|
Centro de Control Villadiego, S.L. (**)
|
-
|
-
|
-
|
|
-
|
(40)
|
Manchasol 1, S.L. (**)
|
-
|
30
|
-
|
|
-
|
-
|
AIE Vaguadas (Note 7)
|
-
|
(199)
|
622
|
|
-
|
-
|
Evacuación Valdecaballeros (Note 7)
|
-
|
-
|
-
|
|
-
|
|
Tecneira – Tecnologías Energéticas S.A. (**)
|
-
|
-
|
-
|
(2,779)
|
(695)
|
(7)
|
CME - CONSTRUÇÃO E MANUTENÇÃO ELECTROMJËCÂNICA, S.A. (**)
|
-
|
-
|
-
|
(162)
|
(40)
|
(107)
|
ProCME Gestao Global Projectos, S.A. (**)
|
-
|
-
|
-
|
(2,448)
|
(612)
|
-
|
Total
|
1,128
|
1,293
|
733
|
(9,389)
|
(1,405)
|
(7,965)
|
2016 (in thousands of euros)
|
Long-term
loans |
Payables to
related companies (Note 12)
|
Other
financial assets |
Current
payables to Group companies |
Trade
payables (Note 19) |
Cobra Instalaciones y Servicios, S.A. (**)
|
-
|
770
|
-
|
-
|
(5,622)
|
SEC Valcaire (Note 7)
|
1,128
|
-
|
73
|
(174)
|
|
Cobra Concesiones, S.L. (*)
|
-
|
165
|
144
|
-
|
(1,428)
|
Centro de Control Villadiego, S.L. (**)
|
-
|
-
|
-
|
-
|
(5)
|
Manchasol 1, S.L. (**)
|
-
|
90
|
-
|
-
|
-
|
AIE Vaguadas (Note 7)
|
-
|
11
|
-
|
-
|
-
|
Evacuación Valdecaballeros (Note 7)
|
-
|
-
|
139
|
-
|
-
|
Total
|
1,128
|
1,036
|
356
|
(174)
|
(7,055)
|
23.
|
Guarantee commitments to third parties and contingent liabilities
|
|
31/12/2017
|
31/12/2016
|
Banco Popular
|
525
|
525
|
Banco Sabadell
|
77
|
77
|
Banco Valencia
|
-
|
0
|
Banco Santander
|
3,289
|
3,279
|
Bankia
|
76
|
76
|
BBVA
|
370
|
370
|
Caixabank
|
1,095
|
1,095
|
Aseguradores de Cauciones, S.A.
|
2,275
|
-
|
Banco de Seguros del Estado
|
200
|
-
|
TOTAL
|
7,906
|
5,422
|
24.
|
Revenue and expenses
|
a)
|
Revenue
|
|
Thousands of euros
|
Thousands of euros
|
31/12/2017
|
31/12/2016
|
|
Solar thermal plants in Spain
|
193,800
|
177,820
|
Wind farms in Spain
|
104,570
|
99,358
|
Wind farms in Uruguay
|
16,664
|
-
|
Wind farms in Portugal
|
9,192
|
-
|
Total revenue
|
324,226
|
277,178
|
b)
|
Other income
|
c)
|
Other operating expenses
|
|
Thousands of euros
|
Thousands of euros
|
31/12/2017
|
31/12/2016
|
|
Rent and royalties (Note 10)
|
5,661
|
4,933
|
Independent professional services
|
3,541
|
2,439
|
Transport expenses
|
75
|
58
|
Insurance premiums
|
4,521
|
3,780
|
Banking services
|
283
|
17
|
Utilities and supplies
|
5,931
|
6,206
|
Advertising, publicity and public relations
|
144
|
6
|
Other services
|
42,479
|
36,635
|
Taxes other than income tax
|
23,861
|
23,776
|
Total
|
86,496
|
77,850
|
d)
|
Finance income and finance costs
|
|
31/12/2017
|
31/12/2016
|
Interest on main credit facility
|
30,427
|
24,631
|
Interest on hedging instruments
|
24,134
|
24,384
|
Debt arrangement expenses (Note 15)
|
7,245
|
2,228
|
Other finance costs
|
1,886
|
1,956
|
Early termination fees (Note 18)
|
6,804
|
-
|
Prospective application of hedges (Notes 14.e and 18)
|
6,871
|
6,871
|
Total
|
77,367
|
60,070
|
e)
|
Staff costs
|
|
31/12/2017
|
31/12/2016
|
Wages and salaries
|
2,877
|
2,052
|
Employer social security costs
|
562
|
313
|
Total
|
3,439
|
2,365
|
25.
|
Business segments
|
- |
Wind: includes all activities related to energy production from wind farms in Spain
|
- |
Thermal solar: includes all activities related to energy production from solar thermal farms in Spain
|
- |
International: includes all activities related to energy production outside of Spain
|
a)
|
Basis and methodology for business segment reporting
|
Thousands of euros
|
||||||||||
WIND – SPAIN
(EU)
|
THERMAL
SOLAR – SPAIN (EU)
|
WIND - URUGUAY
|
WIND – PORTUGAL
(EU)
|
CORPORATE
UNIT AND ADJUSTMENTS |
TOTAL GROUP
|
|||||
INCOME STATEMENT
|
2017
|
2016
|
2017
|
2016
|
2017
|
2017
|
2017
|
2016
|
2017
|
2016
|
Operating income
|
108,585
|
100,596
|
197,741
|
178,475
|
16,664
|
9,192
|
387
|
429
|
332,569
|
279,500
|
Operating expenses
|
(28,218)
|
(28,063)
|
(56,208)
|
(51,359)
|
(2,274)
|
(1,905)
|
(1,638)
|
(1,048)
|
(90,243)
|
(80,470)
|
Depreciation and amortisation charge
|
(42,374)
|
(42,364)
|
(58,935)
|
(53,745)
|
(4,791)
|
(2,076)
|
(4,214)
|
(1,839)
|
(112,390)
|
(97,948)
|
Impairment and gains or losses on disposal of non-current assets
|
(947)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(947)
|
-
|
PROFIT FROM OPERATIONS
|
37,046
|
30,169
|
82,598
|
73,371
|
9,599
|
5,211
|
(5,465)
|
(2,458)
|
128,989
|
101,082
|
Finance income
|
633
|
139
|
1,306
|
132
|
-
|
-
|
(1,257)
|
(124)
|
682
|
147
|
Finance costs
|
(23,751)
|
(25,664)
|
(62,056)
|
(47,221)
|
(6,794)
|
(3,472)
|
18,706
|
12,815
|
(77,367)
|
(60,070)
|
Change in fair value of financial instruments
|
-
|
-
|
-
|
(699)
|
-
|
-
|
-
|
-
|
-
|
(699)
|
Exchange differences
|
-
|
-
|
-
|
-
|
54
|
-
|
(1,623)
|
|
(1,569)
|
-
|
FINANCIAL LOSS
|
(23,118)
|
(25,525)
|
(60,750)
|
(47,788)
|
(6,740)
|
(3,472)
|
15,826
|
12,691
|
(78,254)
|
(60,622)
|
Results of associates
|
-
|
-
|
-
|
-
|
|
|
11
|
18
|
11
|
18
|
Income tax
|
(3,507)
|
(1,221)
|
(5,903)
|
(6,912)
|
1,323
|
(2,835)
|
(3,334)
|
(2,382)
|
(14,256)
|
(10,515)
|
PROFIT AFTER TAX
|
10,421
|
3,423
|
15,945
|
18,671
|
4,182
|
(1,096)
|
7,038
|
7,869
|
36,490
|
29,963
|
WIND
|
THERMAL
SOLAR |
WIND -
URUGUAY |
WIND - PORTUGAL
|
CORPORATE
UNIT AND ADJUSTMENTS |
TOTAL GROUP
|
|||||
STATEMENT OF FINANCIAL POSITION
|
2017
|
2016
|
2017
|
2016
|
2017
|
2017
|
2017
|
2016
|
2017
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
516,501
|
558,488
|
1,128,864
|
1,187,700
|
152,207
|
139,497
|
132,952
|
45,001
|
2,070,021
|
1,791,189
|
Other non-current assets
|
31,170
|
40,322
|
107,734
|
88,804
|
-
|
31,235
|
(73,184)
|
(14,694)
|
96,955
|
114,432
|
NON-CURRENT ASSETS
|
547,671
|
598,810
|
1,236,598
|
1,276,504
|
152,207
|
170,732
|
59,768
|
30,307
|
2,166,976
|
1,905,621
|
|
|
|
|
|
|
|
|
|
-
|
-
|
Cash and cash equivalents
|
40,691
|
20,539
|
31,209
|
114,480
|
10,874
|
5,343
|
79,135
|
59,897
|
167,252
|
194,916
|
Other current assets
|
52,992
|
48,515
|
99,810
|
99,016
|
15,418
|
3,139
|
(1,046)
|
729
|
170,313
|
148,260
|
CURRENT ASSETS
|
93,683
|
69,054
|
131,019
|
213,496
|
26,292
|
8,482
|
78,089
|
60,626
|
337,565
|
343,176
|
|
|
|
|
|
|
|
|
|
-
|
-
|
TOTAL ASSETS
|
641,354
|
667,864
|
1,367,617
|
1,490,000
|
178,499
|
179,214
|
137,857
|
90,933
|
2,504,541
|
2,248,797
|
|
|
|
|
|
|
|
|
|
-
|
-
|
EQUITY
|
3,224
|
(17,785)
|
135,486
|
95,845
|
50,051
|
25,831
|
332,370
|
473,487
|
546,962
|
551,547
|
|
|
|
|
|
|
|
|
|
-
|
-
|
Non-current bank borrowings
|
409,935
|
446,856
|
847,320
|
894,901
|
108,745
|
122,678
|
1
|
-
|
1,488,679
|
1,341,757
|
Non-current financial instrument payables
|
17,629
|
27,517
|
64,870
|
92,833
|
-
|
317
|
-
|
-
|
82,816
|
120,350
|
Other non-current liabilities
|
71,516
|
133,176
|
167,555
|
235,872
|
9,872
|
9,068
|
(141,341)
|
(305,310)
|
116,670
|
63,738
|
NON-CURRENT LIABILITIES
|
499,080
|
607,549
|
1,079,745
|
1,223,606
|
118,617
|
132,063
|
(141,340)
|
(305,310)
|
1,688,165
|
1,525,845
|
|
|
|
|
|
|
|
|
|
-
|
-
|
Current bank borrowings
|
38,629
|
38,924
|
57,039
|
57,981
|
8,388
|
11,425
|
70,864
|
-
|
186,345
|
96,905
|
Current financial instrument payables
|
9,224
|
9,543
|
23,912
|
25,918
|
-
|
1,123
|
-
|
-
|
34,259
|
35,461
|
Other current liabilities
|
91,197
|
29,633
|
71,435
|
86,650
|
1,443
|
8,772
|
(124,037)
|
(77,244)
|
48,810
|
39,039
|
CURRENT LIABILITIES
|
139,050
|
78,100
|
152,386
|
170,549
|
9,831
|
21,320
|
(53,173)
|
(77,244)
|
269,414
|
171,405
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
641,354
|
667,864
|
1,367,617
|
1,490,000
|
178,499
|
179,214
|
137,857
|
90,933
|
2,504,541
|
2,248,797
|
26.
|
Board of Directors and senior executives
|
a)
|
Remuneration and other benefits of directors
|
In 2017:
|
Salaries
|
Article of
Association- stipulated emoluments |
Other items
|
Pension plans
|
Insurance
premiums |
TOTAL
|
Board of Directors
|
761
|
49
|
60
|
-
|
1
|
871
|
In 2016:
|
Salaries
|
Article of
Association- stipulated emoluments |
Other items
|
Pension plans
|
Insurance
premiums |
TOTAL
|
Board of Directors
|
638
|
33
|
65
|
-
|
1
|
737
|
b)
|
Remuneration of senior executives
|
In 2017:
|
Salaries
|
Article of
Association- stipulated emoluments |
Other items
|
Pension plans
|
Insurance
premiums |
TOTAL
|
Senior executives
|
426
|
-
|
91
|
-
|
1
|
518
|
In 2016:
|
Salaries
|
Article of
Association- stipulated emoluments |
Other items
|
Pension plans
|
Insurance
premiums |
TOTAL
|
Senior executives
|
422
|
-
|
106
|
-
|
1
|
529
|
27.
|
Events after the reporting date
|
·
|
Will seek the approval from the CNMV not before one month after the announcement of the offer
|
·
|
For a price of 12.20 euros per share in cash, and not adjusted by the recurrent quarterly dividends.
|
·
|
The offer is voluntary. TERP assumes the commitment to not buy or sell shares of Saeta Yield in the following 6 months after the completion of the offer.
|
·
|
TERP has announced that has reached an irrevocable agreement to buy 50.34% of the total shares of Saeta Yield with significant shareholders, including Cobra Concesiones S.L and GIP II Helios S.a.r.l., the two main shareholders of Saeta Yield. In accordance with this agreement, TERP commits to present the offer as described in the announcement performed, and the selling shareholders to irrevocably accept the offer (if the offer is approved by the CNMV before the 31 July, 2018), to not sell or transfer the shares and to vote against all agreements interfering or blocking the offer.
|
·
|
The offer is conditioned to the acceptance of the two main shareholders and to the authorization from the European Commission.
|
·
|
TERP has announced its intention to terminate the Right of First Offer agreement if the offer is successful.
|
/s/ José Luis Martínez Dalmau
|
/s/ Alfredo Zamarriego Fernández
|
|
José Luis Martínez Dalmau
|
Alfredo Zamarriego Fernández
|
|
Director
|
President of Board of Directors
|
/s/ Thomas Joseph O’Brien
|
/s/ Connor David Teskey
|
|
Thomas Joseph O’Brien
|
Connor David Teskey
|
|
Director
|
Director
|
/s/ Emmanuelle Maryse Rouchel
|
||
Emmanuelle Maryse Rouchel
|
||
Director
|
/s/ Rafael Núñez-Lagos de Miguel
|
|
Mr. Rafael Núñez-Lagos de Miguel
|
|
Secretary non-director of the Board of Directors
|
Three months ended March 31, 2018
(In thousands, except per share data)
|
TerraForm Power
note 5(k)
|
Saeta (IFRS)
note 5(k)
|
Pro Forma
Adjustments
|
Notes
|
Pro Forma
Combined
|
|||||||||||||||
Operating revenues, net
|
$
|
127,547
|
$
|
111,584
|
$
|
239,131
|
||||||||||||||
Operating costs and expenses:
|
||||||||||||||||||||
Cost of operations
|
37,323
|
34,455
|
|
71,778
|
||||||||||||||||
General and administrative
|
27,758
|
3,426
|
$
|
(70
|
)
|
5d
|
|
31,114
|
||||||||||||
Acquisition and related costs
|
3,685
|
—
|
(3,685
|
)
|
5g
|
|
—
|
|||||||||||||
Impairment of renewable energy facilities
|
15,240
|
—
|
15,240
|
|||||||||||||||||
Depreciation, accretion and amortization expense
|
65,590
|
38,413
|
6,882
|
5e
|
|
111,796
|
||||||||||||||
1,400
|
5a
|
|
||||||||||||||||||
(489
|
)
|
5b
|
|
|||||||||||||||||
Total operating costs and expenses
|
149,596
|
76,294
|
4,038
|
229,928
|
||||||||||||||||
Operating (loss) income
|
(22,049
|
)
|
35,290
|
(4,038
|
)
|
9,203
|
||||||||||||||
Other expenses:
|
||||||||||||||||||||
Interest expense, net
|
53,554
|
19,983
|
4,911
|
5f
|
|
77,790
|
||||||||||||||
135
|
5b
|
|
||||||||||||||||||
22
|
5e
|
|
||||||||||||||||||
(815
|
)
|
5d
|
|
|||||||||||||||||
Loss on extinguishment of debt, net
|
|
2,112
|
2,112
|
|||||||||||||||||
Loss on foreign currency exchange, net
|
891
|
848
|
1,739
|
|||||||||||||||||
Other expenses, net
|
849
|
—
|
849
|
|||||||||||||||||
Total other expenses, net
|
55,294
|
22,943
|
4,253
|
82,490
|
||||||||||||||||
(Loss) income before income tax expense (benefit)
|
(77,343
|
)
|
12,347
|
(8,291
|
)
|
(73,287
|
)
|
|||||||||||||
Income tax (benefit) expense
|
(1,030
|
)
|
2,719
|
(1,987
|
)
|
5h
|
|
(298
|
)
|
|||||||||||
Net (loss) income
|
(76,313
|
)
|
9,628
|
(6,304
|
)
|
(72,989
|
)
|
|||||||||||||
Less: Net loss attributable to redeemable non-controlling interests
|
(2,022
|
)
|
—
|
(157 |
)
|
5i
|
(2,179
|
)
|
||||||||||||
Less: Net loss attributable to non-controlling interests
|
(157,087
|
)
|
—
|
|
|
|
|
(157,087
|
)
|
|||||||||||
Net income attributable to Class A common stockholders
|
$
|
82,796
|
$
|
9,628
|
$
|
(6,147
|
)
|
$
|
86,277
|
|||||||||||
Weighted average number of shares:
|
||||||||||||||||||||
Class A common stock - Basic
|
148,139
|
60,976
|
5j
|
|
209,115
|
|||||||||||||||
Class A common stock - Diluted
|
148,166
|
60,976
|
5j
|
|
209,142
|
|||||||||||||||
Earnings per share:
|
||||||||||||||||||||
Class A common stock - Basic and diluted
|
$
|
0.56
|
5j
|
|
$
|
0.41
|
Year ended December 31, 2017
(In thousands, except per share data)
|
Historical
TerraForm Power
note 5(k)
|
Historical
Saeta (IFRS)
note 5(k)
|
Pro Forma
Adjustments
|
Notes
|
Pro Forma
Combined
|
|||||||||||||||
Operating revenues, net
|
$
|
610,471
|
$
|
375,670
|
$
|
986,141
|
||||||||||||||
Operating costs and expenses:
|
||||||||||||||||||||
Cost of operations
|
168,334
|
93,596
|
261,930
|
|||||||||||||||||
General and administrative
|
153,265
|
6,793
|
$
|
(1,923
|
)
|
5c
|
158,135
|
|||||||||||||
Acquisition and related costs
|
|
1,550
|
1,550
|
|||||||||||||||||
Impairment of renewable energy facilities
|
1,429
|
|
1,429
|
|||||||||||||||||
Loss on disposal of non-current assets
|
|
1,070
|
1,070
|
|||||||||||||||||
Depreciation, accretion and amortization expense
|
246,720
|
126,956
|
25,298
|
5e
|
402,352
|
|||||||||||||||
5,175
|
5a
|
|||||||||||||||||||
(1,797
|
)
|
5b
|
||||||||||||||||||
Total operating costs and expenses
|
569,748
|
229,965
|
26,753
|
826,466
|
||||||||||||||||
Operating income
|
40,723
|
145,705
|
(26,753
|
)
|
159,675
|
|||||||||||||||
Other expenses:
|
||||||||||||||||||||
Interest expense, net
|
262,003
|
69,047
|
19,045
|
5f
|
350,650
|
|||||||||||||||
472
|
5b
|
|||||||||||||||||||
83
|
5e
|
|||||||||||||||||||
Gain on sale of renewable energy facilities
|
(37,116
|
)
|
—
|
(37,116
|
)
|
|||||||||||||||
Loss on extinguishment of debt, net
|
81,099
|
15,447
|
96,546
|
|||||||||||||||||
Loss on investments and receivables - affiliate
|
1,759
|
—
|
1,759
|
|||||||||||||||||
(Gain) loss on foreign currency exchange, net
|
(6,061
|
)
|
1,772
|
(4,289
|
)
|
|||||||||||||||
Other (income) expenses, net
|
(5,017
|
)
|
2,118
|
(2,899
|
)
|
|||||||||||||||
Total other expenses, net
|
296,667
|
88,384
|
19,600
|
404,651
|
||||||||||||||||
(Loss) income before income tax expense (benefit)
|
(255,944
|
)
|
57,321
|
(46,353
|
)
|
(244,976
|
)
|
|||||||||||||
Income tax (benefit) expense
|
(19,641
|
)
|
16,104
|
(7,308
|
)
|
5h
|
(10,845
|
)
|
||||||||||||
Net (loss) income
|
(236,303
|
)
|
41,217
|
(39,045
|
)
|
(234,131
|
)
|
|||||||||||||
Less: Net income attributable to redeemable non-controlling interests
|
1,596
|
—
|
103 |
5i
|
1,699
|
|||||||||||||||
Less: Net loss attributable to non-controlling interests
|
(77,745
|
)
|
—
|
|
|
(77,745
|
)
|
|||||||||||||
Net (loss) income attributable to Class A common stockholders
|
$
|
(160,154
|
)
|
$
|
41,217
|
$
|
(39,148
|
)
|
$
|
(158,085
|
)
|
|||||||||
Weighted average number of shares:
|
||||||||||||||||||||
Class A common stock - Basic and diluted
|
103,866
|
60,976
|
5j
|
|
164,842
|
|||||||||||||||
Loss per share:
|
||||||||||||||||||||
Class A common stock - Basic and diluted
|
$
|
(1.61
|
)
|
5j
|
|
$
|
(1.00
|
)
|
Average daily closing exchange rate for the three months ended March 31, 2018:
|
|
US$1.2291/€1
|
||
Average daily closing exchange rate for the year ended December 31, 2017:
|
|
US$1.1296/€1
|
·
|
$650 million equity offering private placement to affiliates of Brookfield;
|
·
|
$471 million financed with available liquidity, including (i) the proceeds of a $30 million draw on its sponsor line of credit agreement, dated as of October 16, 2017, between the Company and Brookfield and its affiliate, (ii) a $359 million drawn on the Company’s corporate revolving credit facility, and (iii) approximately $82 million of cash on hand.
|
In thousands
|
||||
Purchase consideration
|
$
|
1,113,784
|
||
Fair value of 4.72% redeemable non-controlling interest
|
55,118
|
|||
1,168,902
|
||||
Book value of Saeta’s net assets (US GAAP)
|
699,704
|
|||
Fait value adjustment to intangible assets and property, plant and equipment
|
498,573
|
|||
Fair value adjustment to decommissioning provision
|
4,006
|
|||
Fair value adjustment to debt
|
(30,668
|
)
|
||
Net deferred tax liabilities resulted from fair value adjustments
|
(118,094
|
)
|
||
Fair value of Saeta’s net assets
|
1,053,521
|
|||
Goodwill
|
$
|
115,381
|
(a)
|
US GAAP adjustment – reversal of impairment losses
|
(b)
|
US GAAP adjustment – asset retirement obligations
|
(c)
|
US GAAP adjustment – reversal of improbable loss contingencies
|
(d)
|
US GAAP adjustment – reversal of IFRS 9 impact
|
(e)
|
Preliminary purchase price allocation
|
(f)
|
Financing of the Acquisition
|
(g)
|
Transaction costs
|
(h)
|
Effect of income taxes
|
For the three months ended March 31, 2018
In thousands
|
||||||||
Pro forma adjustment
|
Adjustment to pre-
tax net income
|
Adjustment to
income tax expense
|
||||||
5a. US GAAP adjustment – reversal of impairment losses
|
$
|
(1,400
|
)
|
$
|
(350
|
)
|
||
5b. US GAAP adjustment – asset retirement obligations
|
354
|
89
|
||||||
5d. US GAAP adjustment - removal of IFRS 9 impact
|
885
|
—
|
||||||
5e. Preliminary purchase price allocation
|
(6,904
|
)
|
(1,726
|
)
|
||||
5f. Financing of the Acquisition
|
(4,911
|
)
|
—
|
|||||
5g. Transaction costs
|
3,685
|
—
|
||||||
$
|
(8,291
|
)
|
$
|
(1,987
|
)
|
For the year ended December 31, 2017
In thousands
|
||||||||
Pro forma adjustment
|
Adjustment to pre-
tax net income
|
Adjustment to
income tax expense
|
||||||
5a. US GAAP adjustment – reversal of impairment losses
|
$
|
(5,175
|
)
|
$
|
(1,294
|
)
|
||
5b. US GAAP adjustment – asset retirement obligations
|
1,325
|
331
|
||||||
5c. US GAAP adjustment – reversal of improbable loss contingencies
|
1,923
|
—
|
||||||
5e. Preliminary purchase price allocation
|
(25,381
|
)
|
(6,345
|
)
|
||||
5f. Financing of the Acquisition
|
(19,045
|
)
|
—
|
|||||
5g. Transaction costs
|
—
|
—
|
||||||
$
|
(46,353
|
)
|
$
|
(7,308
|
)
|
(i)
|
Represents net income and other pro forma adjustments attributable to the 4.72% redeemable non-controlling interest as a result of the Acquisition.
|
(j)
|
Computation of pro forma earnings per share for the three months ended March 31, 2018
|
In thousands, except per share data |
TerraForm Power
Historical
|
Saeta
IFRS
|
Pro Forma
Adjustments
|
Pro Forma
Combined
|
||||||||||||
Net income (loss) attributable to Class A common stockholders
|
$
|
82,796
|
$ |
9,628
|
$
|
(6,147
|
)
|
$
|
86,277
|
|||||||
Less: accretion of redeemable non-controlling interest
|
—
|
—
|
||||||||||||||
$
|
82,796
|
$
|
86,277
|
|||||||||||||
Weighted average basic Class A shares outstanding
|
148,139
|
60,976
|
209,115
|
|||||||||||||
Weighted average diluted Class A shares outstanding
|
148,166
|
60,976
|
209,142
|
|||||||||||||
Basic and diluted earnings per share
|
$
|
0.56
|
$
|
0.41
|
Computation of pro forma loss per share for the year ended December 31, 2017:
|
||||||||||||||||
In thousands, except per share data |
TerraForm Power
Historical
|
Saeta
IFRS
|
Pro Forma
Adjustments
|
Pro Forma
Combined
|
||||||||||||
Net (loss) income attributable to Class A common stockholders
|
$
|
(160,154
|
)
|
$
|
41,217
|
$
|
(39,148
|
)
|
$
|
(158,085
|
)
|
|||||
Less: accretion of redeemable non-controlling interest
|
6,729
|
6,729
|
||||||||||||||
$
|
(166,883
|
)
|
$
|
(164,814
|
)
|
|||||||||||
Weighted average basic and diluted Class A shares outstanding
|
103,866
|
60,976
|
164,842
|
|||||||||||||
Basic and diluted loss per share
|
$
|
(1.61
|
)
|
$
|
(1.00
|
)
|
(k)
|
Reclassifications to conform with TerraForm Power’s presentation
|
Three months ended March 31, 2018
(In thousands)
|
TerraForm Power
Historical
|
Saeta Historical
IFRS (USD)
|
Reclassification
|
TerraForm
Power
Historical
|
Saeta
IFRS (USD)
|
Historical Saeta and
TerraForm Power
|
||||||||||||||||||
Revenue
|
$ |
—
|
$
|
110,613
|
$
|
(110,613
|
)
|
$ |
—
|
$ |
—
|
$ |
—
|
|||||||||||
Other operating income
|
—
|
971
|
(971
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Operating revenues, net
|
|
127,547
|
—
|
111,584
|
|
127,547
|
|
111,584
|
|
239,131
|
||||||||||||||
Operating costs and expenses:
|
||||||||||||||||||||||||
Cost of materials used and other external expenses
|
—
|
52
|
(52
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Staff costs
|
—
|
|
1,874
|
(1,874
|
)
|
—
|
—
|
—
|
||||||||||||||||
Other operating expenses
|
—
|
35,955
|
(35,955
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Cost of operations
|
37,323
|
—
|
34,455
|
37,323
|
34,455
|
71,778
|
||||||||||||||||||
General and administrative
|
24,284
|
—
|
6,900
|
27,758
|
3,426
|
31,184
|
||||||||||||||||||
General and administrative - affiliate
|
3,474
|
—
|
(3,474
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Acquisition and related costs
|
3,685
|
—
|
—
|
3,685
|
—
|
3,685
|
||||||||||||||||||
Impairment of renewable energy facilities
|
15,240
|
—
|
—
|
15,240
|
—
|
15,240
|
||||||||||||||||||
Depreciation, accretion and amortization
|
65,590
|
38,413
|
|
65,590
|
38,413
|
104,003
|
||||||||||||||||||
Total operating costs and expenses
|
149,596
|
76,294
|
—
|
149,596
|
76,294
|
225,890
|
||||||||||||||||||
Operating (loss) income
|
(22,049
|
)
|
35,290
|
—
|
(22,049
|
)
|
35,290
|
13,241
|
||||||||||||||||
Other expenses (income):
|
||||||||||||||||||||||||
Finance income
|
—
|
|
(273
|
)
|
273
|
—
|
—
|
—
|
||||||||||||||||
Finance costs
|
—
|
22,368
|
(22,368
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Interest expense, net
|
53,554
|
—
|
19,983
|
53,554
|
19,983
|
73,537
|
||||||||||||||||||
Loss on extinguishment of debt, net
|
—
|
—
|
2,112
|
—
|
2,112
|
2,112
|
||||||||||||||||||
Loss on foreign currency exchange, net
|
891
|
848
|
—
|
891
|
848
|
1,739
|
||||||||||||||||||
Other expenses, net
|
849
|
—
|
—
|
849
|
—
|
849
|
||||||||||||||||||
Total other expenses, net
|
55,294
|
22,943
|
—
|
55,294
|
22,943
|
78,237
|
||||||||||||||||||
Loss before income tax (benefit) expense
|
(77,343
|
)
|
12,347
|
—
|
(77,343
|
)
|
12,347
|
(64,996
|
)
|
|||||||||||||||
Income tax (benefit) expense
|
(1,030
|
)
|
2,719
|
(1,030
|
)
|
2,719
|
1,689
|
|||||||||||||||||
Net (loss) income
|
(76,313
|
)
|
9,628
|
—
|
(76,313
|
)
|
9,628
|
(66,685
|
)
|
|||||||||||||||
Less: Net loss attributable to redeemable non-controlling interests
|
(2,022
|
)
|
—
|
—
|
(2,022
|
)
|
—
|
(2,022
|
)
|
|||||||||||||||
Less: Net loss attributable to non-controlling interests
|
(157,087
|
)
|
—
|
—
|
(157,087
|
)
|
—
|
(157,087
|
)
|
|||||||||||||||
Net income attributable to common stockholders
|
$
|
82,796
|
$
|
9,628
|
$
|
—
|
$
|
82,796
|
$
|
9,628
|
$
|
92,424
|
Year ended December 31, 2017
(In thousands)
|
TerraForm
Power
Historical
|
Saeta Historical
(IFRS)
|
Reclassification
|
TerraForm
Power
Historical
|
Saeta
Historical (IFRS)
|
Historical Saeta and
TerraForm Power
|
||||||||||||||||||
Revenue
|
$ |
—
|
$
|
366,246
|
$
|
(366,246
|
)
|
$ |
—
|
$ |
—
|
$ |
—
|
|||||||||||
Other operating income
|
—
|
9,424
|
(9,424
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Operating revenues, net
|
|
610,471
|
—
|
375,670
|
|
610,471
|
|
375,670
|
|
986,141
|
||||||||||||||
Operating costs and expenses:
|
—
|
—
|
|
—
|
—
|
—
|
||||||||||||||||||
Cost of materials used and other external expenses
|
—
|
348
|
(348
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Staff costs
|
—
|
3,885
|
(3,885
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Other operating expenses
|
—
|
97,706
|
(97,706
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Cost of operations
|
150,733
|
—
|
111,197
|
168,334
|
93,596
|
261,930
|
||||||||||||||||||
Cost of operations - affiliate
|
17,601
|
—
|
|
(17,601)
|
—
|
|
—
|
|||||||||||||||||
General and administrative
|
139,874
|
—
|
20,184
|
153,265
|
6,793
|
160,058
|
||||||||||||||||||
General and administrative - affiliate
|
13,391
|
—
|
(13,391
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Acquisition and related costs
|
—
|
—
|
1,550
|
—
|
1,550 |
1,550
|
||||||||||||||||||
Impairment and gains or losses on disposal of non-current assets
|
—
|
1,070
|
(1,070
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Impairment of renewable energy facilities
|
1,429
|
—
|
|
1,429
|
—
|
1,429
|
||||||||||||||||||
Loss on disposal of non-current assets
|
—
|
—
|
1,070
|
—
|
1,070
|
1,070
|
||||||||||||||||||
Depreciation, accretion and amortization
|
246,720
|
126,956
|
—
|
246,720
|
126,956
|
373,676
|
||||||||||||||||||
Total operating costs and expenses
|
569,748
|
229,965
|
—
|
569,748
|
229,965
|
799,713
|
||||||||||||||||||
Operating income
|
40,723
|
145,705
|
—
|
40,723
|
145,705
|
186,428
|
||||||||||||||||||
Other expenses (income):
|
||||||||||||||||||||||||
Finance income
|
—
|
|
(770
|
)
|
770
|
—
|
—
|
—
|
||||||||||||||||
Finance costs
|
—
|
87,394
|
(87,394
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Interest expense, net
|
262,003
|
—
|
69,047
|
262,003
|
69,047
|
331,050
|
||||||||||||||||||
Gain on sale of renewable energy facilities
|
(37,116
|
)
|
— | — |
(37,116
|
)
|
—
|
(37,116
|
)
|
|||||||||||||||
Loss on extinguishment of debt, net
|
81,099
|
—
|
15,447
|
81,099
|
15,447
|
96,546
|
||||||||||||||||||
Loss on investments and receivables - affiliate
|
1,759
|
—
|
—
|
1,759
|
—
|
1,759
|
||||||||||||||||||
(Gain) loss on foreign currency exchange, net
|
(6,061
|
)
|
1,772
|
—
|
(6,061
|
)
|
1,772
|
(4,289
|
)
|
|||||||||||||||
Result of companies accounted for using the equity method
|
—
|
|
(12
|
)
|
12
|
—
|
—
|
—
|
||||||||||||||||
Other (income) expenses, net
|
(5,017
|
)
|
—
|
2,118
|
(5,017
|
)
|
2,118
|
(2,899
|
)
|
|||||||||||||||
Total other expenses, net
|
296,667
|
88,384
|
—
|
296,667
|
88,384
|
385,051
|
||||||||||||||||||
Loss before income tax (benefit) expense
|
(255,944
|
)
|
57,321
|
—
|
(255,944
|
)
|
57,321
|
(198,623
|
)
|
|||||||||||||||
Income tax (benefit) expense
|
(19,641
|
)
|
16,104
|
—
|
(19,641
|
)
|
16,104
|
(3,537
|
)
|
|||||||||||||||
Net (loss) income
|
(236,303
|
)
|
41,217
|
—
|
(236,303
|
)
|
41,217
|
(195,086
|
)
|
|||||||||||||||
Less: Net income attributable to redeemable non-controlling interests
|
1,596
|
—
|
—
|
1,596
|
—
|
1,596
|
||||||||||||||||||
Less: Net loss attributable to non-controlling interests
|
(77,745
|
)
|
—
|
—
|
(77,745
|
)
|
—
|
(77,745
|
)
|
|||||||||||||||
Net (loss) income attributable to common stockholders
|
$
|
(160,154
|
)
|
$
|
41,217
|
$
|
—
|
$
|
(160,154
|
)
|
$
|
41,217
|
$
|
(118,937
|
)
|