SEC Form 6-K filed by Atlantica Sustainable Infrastructure plc

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PART I – FINANCIAL INFORMATION
Item 1	Financial Statements	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3	Quantitative and Qualitative Disclosures about Market Risk	69
Item 4	Controls and Procedures	74
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	74
Item 1A	Risk Factors	74
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	74
Item 3	Defaults upon Senior Securities	75
Item 4	Mine Safety Disclosures	75
Item 5	Other Information	75
Item 6	Exhibits	75
Signature		75

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references to “2020 Green Private Placement” refer to the €290 million ($313 million) senior secured notes maturing on June 20, 2026 which were issued under a senior secured note purchase agreement entered with a group of institutional investors as purchasers of the notes issued thereunder as further described in “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—2020 Green Private Placement”;

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references to “Abengoa” refer to Abengoa, S.A.together with its subsidiaries unless the context otherwise requires;

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references to “ACT” refer to the gas-fired cogeneration facility located inside the Nuevo Pemex Gas Processing Facility near the city of Villahermosa in the State of Tabasco, Mexico;

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references to “Adjusted EBITDA” have the meaning set forth in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures”;

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references to “Albisu” refer to the 10 MW solar PV plant located in Uruguay;

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references to “Algonquin” refer to, as the context requires, either Algonquin Power & Utilities Corp., a North American diversified generation, transmission and distribution utility, or Algonquin Power & Utilities Corp. together with its subsidiaries;

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references to “Amherst” refer to the holding company of Windlectric Inc;

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references to “Annual Consolidated Financial Statements” refer to the audited annual consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021, including the related notes thereto, prepared in accordance with IFRS as issued by the IASB (as such terms are defined herein), included in our Annual Report;

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references to “Annual Report” refer to our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 1, 2024;

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references to “Atlantica Jersey” refer to Atlantica Sustainable Infrastructure Jersey Limited, a wholly-owned subsidiary of Atlantica;

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references to “ATN” refer to ATN S.A., the operational electric transmission asset in Peru, which is part of the Guaranteed Transmission System;

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references to “ATS” refer to Atlantica Transmision Sur S.A.;

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references to “AYES Canada” refer to Atlantica Sustainable Infrastructure Energy Solutions Canada Inc., a vehicle formed by Atlantica and Algonquin to channel co-investment opportunities;

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references to “Befesa Agua Tenes” refer to Befesa Agua Tenes, S.L.U.;

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references to “cash available for distribution” or “CAFD” refer to the cash distributions received by the Company from its subsidiaries minus cash expenses of the Company (including third-party debt service and general and administrative expenses), including proceeds from the sale of assets;

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references to “Calgary District Heating” or “Calgary” refer to the 55 MWt thermal capacity district heating asset in the city of Calgary which we acquired in May 2021;

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references to “Chile PV 1” refer to the solar PV plant of 55 MW located in Chile;

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references to “Chile PV 2” refer to the solar PV plant of 40 MW located in Chile;

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references to “Chile PV 3” refer to the solar PV plant of 73 MW located in Chile;

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references to “Consolidated Condensed Interim Financial Statements” refer to the consolidated condensed unaudited interim financial statements as of March 31, 2024 and for the three-month periods ended March 31, 2024 and 2023, including the related notes thereto prepared in accordance with IFRS as issued by the IASB, which form a part of this quarterly report;

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references to “COD” refer to the commercial operation date of the applicable facility;

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references to “Coso” refer to the 135 MW geothermal plant located in California;

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references to “Distribution Agreement” refer to the agreement entered into with BofA Securities, Inc., MUFG Securities Americas Inc. and RBC Capital Markets LLC, as sales agents, dated February 28, 2022 as amended on May 9, 2022, under which we may offer and sell from time to time up to $150 million of our ordinary shares and pursuant to which such sales agents may sell our ordinary shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the U.S. Securities Act of 1933;

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references to “EMEA” refer to Europe, Middle East and Africa;

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references to “Eskom” refer to Eskom Holdings SOC Limited, together with its subsidiaries, unless the context otherwise requires;

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references to “EURIBOR” refer to Euro Interbank Offered Rate, a daily reference rate published by the European Money Markets Institute, based on the average interest rates at which Eurozone banks offer to lend unsecured funds to other banks in the euro wholesale money market;

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references to “Federal Financing Bank” refer to a U.S. government corporation by that name;

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references to “Fitch” refer to Fitch Ratings Inc.;

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references to “GAAP” refer to generally accepted accounting standards;

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references to “Green Exchangeable Notes” refer to the $115 million green exchangeable senior notes due in 2025 issued by Atlantica Jersey on July 17, 2020, and fully and unconditionally guaranteed on a senior, unsecured basis, by Atlantica, as further described in “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Green Exchangeable Notes”;

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references to “Green Senior Notes” refer to the $400 million green senior notes due in 2028, as further described in “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—-Green Senior Notes”;

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references to “gross capacity” refer to the maximum, or rated, power generation capacity, in MW, of a facility or group of facilities, without adjusting for the facility’s power parasitics’ consumption, or by our percentage of ownership interest in such facility as of the date of this quarterly report;

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references to “GWh” refer to gigawatt hour;

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references to “GW” refer to gigawatts;

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references to “Honda 1” refer to the 10 MW solar PV plant located in Colombia;

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references to “IASB” refer to the International Accounting Standards Board;

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references to “IFRIC 12” refer to International Financial Reporting Interpretations Committee’s Interpretation 12—Service Concessions Arrangements;

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references to “IFRS as issued by the IASB” or “IFRS” refer to International Financial Reporting Standards as issued by the IASB;

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references to “IRA” refer to the U.S. Inflation Reduction Act;

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references to “ITC” refer to investment tax credits;

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references to “Kaxu” refer to the 100 MW solar plant located in South Africa;

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references to “La Sierpe” refer to the 20 MW solar PV plant located in Colombia;

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references to “La Tolua” refer to the 20 MW solar PV plant located in Colombia;

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references to “Lone Star II” refer to one of the assets included in our wind portfolio Vento II;

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references to “Mft3” refer to million standard cubic feet;

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references to “Monterrey” refer to the 142 MW gas-fired engine facility including 130 MW installed capacity and 12 MW battery capacity, located in Monterrey, Mexico, that was sold in April 2024;

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references to “Multinational Investment Guarantee Agency” refer to the Multinational Investment Guarantee Agency, a financial institution member of the World Bank Group which provides political insurance and credit enhancement guarantees;

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references to “MW” refer to megawatts;

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references to “MWh” refer to megawatt hour;

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references to “MWt” refer to thermal megawatts;

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references to “Moody’s” refer to Moody’s Investor Service Inc.;

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references to “Note Issuance Facility 2020” refer to the senior unsecured note facility dated July 8, 2020, as amended on March 30, 2021 of €140 million ($151 million), with Lucid Agency Services Limited, as facility agent and a group of funds managed by Westbourne Capital, as purchasers of the notes issued thereunder as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Note Issuance Facility 2020”;

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references to “O&M” refer to operation and maintenance services provided at our various facilities;

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references to “operation” refer to the status of projects that have reached COD (as defined above);

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references to “Pemex” refer to Petróleos Mexicanos;

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references to “PG&E” refer to PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, collectively;

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references to “PPA” refer to the power purchase agreements through which our power generating assets have contracted to sell energy to various off-takers;

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references to “PV” refer to photovoltaic power;

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references to “Revolving Credit Facility” refer to the credit and guaranty agreement with a syndicate of banks entered into on May 10, 2018 as amended on January 24, 2019, August 2, 2019, December 17, 2019, August 28, 2020, March 1, 2021 and May 5, 2022 providing for a senior secured revolving credit facility in an aggregate principal amount of $450 million as further described in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Revolving Credit Facility”;

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references to “SEC” refer to the U.S. Securities and Exchange Commission;

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references to “Skikda” refer to the seawater desalination plant in Algeria, which is 34% owned by Atlantica;

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references to “SOFR” refer to Secured Overnight Financing Rate;

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references to “S&P” refer to S&P Global Rating;

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references to “Tenes” refer to Ténès Lilmiyah SpA, a water desalination plant in Algeria, which is 51% owned by Befesa Agua Tenes;

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references to “Tierra Linda” refer to the 10 MW solar PV plant located in Colombia;

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references to “UK” refer to the United Kingdom;

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references to “UK Wind 1” refer to the 24.75 MW wind facility located in the United Kingdom which we acquired in March 2024;

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references to “UK Wind 2” refer to the 7.5 MW wind facility located in the United Kingdom which we acquired in March 2024;

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references to “U.S.” or “United States” refer to the United States of America;

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references to “Vento II” refer to the wind portfolio in the U.S. in which we acquired a 49% interest in June 2021; and

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references to “we,” “us,” “our,” “Atlantica” and the “Company” refer to Atlantica Sustainable Infrastructure plc and its consolidated subsidiaries, and where the context otherwise requires to Atlantica Sustainable Infrastructure plc.

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the condition of and changes in the debt and equity capital markets and other traditional liquidity sources and our ability to borrow additional funds, refinance existing debt and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;

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our plans relating to our financings, including refinancing plans or plans to cancel any credit line;

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the ability of our assets to serve our project debt and comply with financial or other covenants on their terms, including but not limited to our projects’ debts in Chile, and our ability to serve our corporate debt;

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the ability of our counterparties, including Pemex, to satisfy their financial commitments or business obligations and our ability to seek new counterparties in a competitive market;

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government regulation, including compliance with regulatory and permit requirements and changes in, market rules, rates, tariffs, environmental laws and policies affecting renewable energy, including the IRA and recent changes in regulation defining the remuneration of our solar assets in Spain;

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changes in tax laws and regulations, including new legislation on restrictions to tax deductibility in Spain;

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risks relating to our activities in areas subject to economic, social and political uncertainties;

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global recession risks, volatility in the financial markets, a persistent inflationary environment, increases in interest rates and supply chain issues, and the related increases in prices of materials, labor, services and other costs and expenses required to operate our business;

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risks related to our ability to capture growth opportunities, develop, build and complete projects in time and within budget, including construction risks and risks associated with the arrangements with our joint venture partners;

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our ability to grow organically and inorganically, which depends on our ability to identify attractive development opportunities, attractive potential acquisitions, finance such opportunities and make new investments and acquisitions on favorable terms;

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our ability to distribute a significant percentage of our cash for distribution as cash dividends;

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risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully;

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potential environmental liabilities and the cost and conditions of compliance with applicable environmental laws and regulations;

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risks related to our reliance on suppliers, including financial or technical uncertainties of original equipment manufacturer (OEM) suppliers, among others;

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risks related to disagreements and disputes with our employees, a union and employees represented by a union;

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risks related to our ability to maintain appropriate insurance over our assets;

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risks related to our facilities not performing as expected, unplanned outages, higher than expected operating costs and/ or capital expenditures, including as a result of interruptions or disruptions caused by supply chain issues and trade restrictions;

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risks related to our exposure to electricity market prices, including regulated assets which have certain exposure to electricity market prices;

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risks related to our exposure in the labor market;

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risks related to extreme and chronic weather events related to climate change could damage our assets or result in significant liabilities and cause an increase in our operation and maintenance costs;

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the effects of litigation and other legal proceedings (including bankruptcy) against us, our subsidiaries, our assets and our employees;

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price fluctuations, revocation and termination provisions in our off-take agreements and PPAs;

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risks related to information technology systems and cyber-attacks could significantly impact our operations and business;

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our electricity generation, our projections thereof and factors affecting production;

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risks related to our current or previous relationship with Abengoa, our former largest shareholder, including litigation risk;

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performing the O&M services directly and the successful integration of the O&M employees where the services thereunder have been recently replaced and internalized;

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our guidance targets or expectations with respect to Adjusted EBITDA derived from low-carbon footprint assets;

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risks related to our relationship with our shareholders, including Algonquin, our major shareholder;

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the process to explore and evaluate potential strategic alternatives, including the risk that this process may not lead to the approval or completion of any transaction or other strategic change;

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potential impact of potential pandemics on our business and our off-takers’ financial condition, results of operations and cash flows;

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reputational and financial damage caused by our off-takers PG&E, Pemex and Eskom;

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the proceeds expected from the sale of our equity interest in Monterrey including any risk related to transaction costs, taxes and any risk related to ongoing or future discussions or disagreements with our partner on the distribution of proceeds and potential additional proceeds from earn-out mechanism;

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risks related to Russian military actions in Ukraine, to military actions in the Middle East, or to the potential escalation of any of the foregoing global geopolitical tensions; and

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other factors discussed in “Part I, —Item 3.D.—Risk Factors” in our Annual Report.

						As of March 31,				As of December 31,
		Note (1)				2024				2023
Assets
Non-current assets
Contracted concessional, PP&E and other intangible assets			6				7,113,377				7,204,267
Investments carried under the equity method			7				225,732				230,307
Other financial assets			9				150,052				136,582
Deferred tax assets							183,248				160,995
Total non-current assets							7,672,409				7,732,151
Current assets
Inventories							31,210				29,870
Trade and other receivables			13				333,672				286,483
Other financial assets			9				190,486				188,886
Cash and cash equivalents							452,129				448,301
							1,007,497				953,540
Assets held for sale			8				29,136				28,642
Total current assets							1,036,633				982,182
Total assets							8,709,042				8,714,333

(1)	Notes 1 to 23 form an integral part of the Consolidated Condensed Interim Financial Statements.

						As of March  31,				As of December 31,
		Note (1)				2024				2023
Equity and liabilities
Equity attributable to the Company
Share capital			14				11,616				11,616
Share premium			14				736,594				736,594
Capital reserves			14				806,529				858,220
Other reserves			10				323,859				308,002
Accumulated currency translation differences			14				(146,134	)			(139,434	)
Accumulated deficit			14				(356,020	)			(351,521	)
Non-controlling interest			14				162,378				165,332
Total equity							1,538,822				1,588,809
Non-current liabilities
Long-term corporate debt			15				1,120,061				1,050,816
Long-term project debt			16				3,876,671				3,931,873
Grants and other liabilities			17				1,210,190				1,233,808
Derivative liabilities			10				22,308				29,957
Deferred tax liabilities							270,790				271,288
Total non-current liabilities							6,500,020				6,517,742
Current liabilities
Short-term corporate debt			15				53,619				34,022
Short-term project debt			16				424,457				387,387
Trade payables and other current liabilities			18				144,793				141,713
Income and other tax payables							47,331				44,660
Total current liabilities							670,200				607,782
Total equity and liabilities							8,709,042				8,714,333

(1)	Notes 1 to 23 form an integral part of the Consolidated Condensed Interim Financial Statements.

						For the three-month period ended March 31,
		Note (1)				2024				2023
Revenue			4				242,933				242,509
Other operating income			19				25,792				22,620
Employee benefit expenses							(28,511	)			(23,840	)
Depreciation, amortization, and impairment charges			6				(107,036	)			(103,790	)
Other operating expenses			19				(88,509	)			(78,881	)
Operating profit							44,669				58,618
Financial income			20				5,961				4,184
Financial expense			20				(81,054	)			(77,260	)
Net exchange differences			20				92				1,705
Other financial expense, net			20				(4,625	)			(9,063	)
Financial expense, net							(79,626	)			(80,434	)
Share of profit of entities carried under the equity method			7				6,951				6,187
Loss before income tax							(28,006	)			(15,629	)
Income tax			21				22,620				9,656
Loss for the period							(5,386	)			(5,973	)
Profit attributable to non-controlling interest							(6	)			(5,017	)
Loss for the period attributable to the Company							(5,392	)			(10,990	)
Weighted average number of ordinary shares outstanding (thousands) - basic			22				116,159				116,140
Weighted average number of ordinary shares outstanding (thousands) - diluted			22				119,768				119,712
Basic earnings per share (U.S. dollar per share)			22				(0.05	)			(0.09	)
Diluted earnings per share (U.S. dollar per share) (*)			22				(0.05	)			(0.09	)

(1)	Notes 1 to 23 form an integral part of the Consolidated Condensed Interim Financial Statements.

						For the three-month period ended March 31,
		Note (1)				2024				2023
Loss for the period							(5,386	)			(5,973	)
Items that may be subject to transfer to profit or loss statement in subsequent periods
Change in fair value of cash flow hedges							28,665				(19,902	)
Currency translation differences							(7,056	)			8,430
Tax effect							(6,966	)			3,629
Net income/(loss) recognized directly in equity							14,643				(7,843	)
Cash flow hedges			10				(5,957	)			(6,069	)
Tax effect							1,489				1,517
Transfers to profit or loss statement							(4,468	)			(4,552	)
Other comprehensive income/(loss)							10,175				(12,395	)
Total comprehensive income/(loss) for the period							4,789				(18,368	)
Total comprehensive (income)/loss attributable to non-controlling interest							(1,024	)			(4,154	)
Total comprehensive income/(loss) attributable to the Company							3,765				(22,522	)

		Share capital				Share premium				Capital reserves				Other reserves				Accumulated currency translation differences				Accumulated deficit				Total equity attributable to the Company				Non- controlling interests				Total equity
Balance as of January 1, 2023			11,606				986,594				814,951				345,567				(161,307	)			(397,540	)			1,599,871				189,176				1,789,047
Profit/(loss) for the three -month period after taxes			-				-				-				-				-				(10,990	)			(10,990	)			5,017				(5,973	)
Change in fair value of cash flow hedges net of transfer to profit or loss statement			-				-				-				(23,164	)			-				-				(23,164	)			(2,807	)			(25,971	)
Currency translation differences			-				-				-				-				7,113				-				7,113				1,317				8,430
Tax effect			-				-				-				4,519				-				-				4,519				627				5,146
Other comprehensive income			-				-				-				(18,645	)			7,113				-				(11,532	)			(863	)			(12,395	)
Total comprehensive income			-				-				-				(18,645	)			7,113				(10,990	)			(22,522	)			4,154				(18,368	)
Changes in the scope			-				-				-				-				-				-				-				(2,817	)			(2,817	)
Share-based compensation (Note 14)			9				-				-				-				-				791				800				-				800
Distributions (Note 14)			-				-				(51,688	)			-				-				-				(51,688	)			(7,145	)			(58,833	)
Balance as of March 31, 2023			11,615				986,594				763,263				326,922				(154,194	)			(407,739	)			1,526,461				183,368				1,709,829

		Share capital				Share premium				Capital reserves				Other reserves				Accumulated currency translation differences				Accumulated deficit				Total equity attributable to the Company				Non- controlling interests				Total equity
Balance as of January 1, 2024			11,616				736,594				858,220				308,002				(139,434	)			(351,521	)			1,423,477				165,332				1,588,809
Profit/(loss) for the three -month period after taxes			-				-				-				-				-				(5,392	)			(5,392	)			6				(5,386	)
Change in fair value of cash flow hedges net of transfer to profit or loss statement			-				-				-				21,059				-				-				21,059				1,649				22,708
Currency translation differences			-				-				-				-				(6,700	)			-				(6,700	)			(356	)			(7,056	)
Tax effect			-				-				-				(5,202	)			-				-				(5,202	)			(275	)			(5,477	)
Other comprehensive income			-				-				-				15,857				(6,700	)			-				9,157				1,018				10,175
Total comprehensive income			-				-				-				15,857				(6,700	)			(5,392	)			3,765				1,024				4,789
Share-based compensation (Note 14)			-				-				-				-				-				893				893				-				893
Distributions (Note 14)			-				-				(51,691	)			-				-				-				(51,691	)			(3,978	)			(55,669	)
Balance as of March 31, 2024			11,616				736,594				806,529				323,859				(146,134	)			(356,020	)			1,376,444				162,378				1,538,822