Source - LSE Regulatory
RNS Number : 8384S
ContourGlobal PLC
19 March 2021
 

     ContourGlobal plc

 

 

Preliminary Results Announcement

 

●  Strong financial and operational performance with Revenue up 6% to $1,411 million and Adjusted EBITDA up 3% to $722 million vs 2019 and in line with guidance given at beginning of year[1]no material financial or operational impact from COVID-19

●  Dividend up 10%, in line with progressive dividend growth policy and representing a dividend coverage[2]of 2.2x. Maintaining and reaffirming annual 10% dividend increase

●   Funds from Operations up 12% to $380 million

●   Income from Operations up 5% to $308 million

●   Improved cash conversion rate[3]of 53% compared to 48% in 2019

●   Announced on December 7, 2020, and completed on February 18, 2021, the acquisition of 1.5GW of high-quality long term contracted assets in the US and Trinidad & Tobago

 

ContourGlobal plc ("ContourGlobal" or the "Company"), an international owner and operator of contracted power generating assets, today announces its full year results for the year ended 31 December 2020.

 

Joseph C. Brandt, President and Chief Executive Officer of ContourGlobal, said:

 

"Our performance across the business was strong and continued to meet our growth expectations despite the unprecedented challenges experienced during the pandemic. Our results underscore the resilience of our operating model and the contracted nature of our cash generation, enabling us to continue to deliver a robust and growing dividend to shareholders.

 

Financially and operationally, the businesses performed in line with our guidance set prior to the onset of the COVID-19 pandemic. We are proud that we put people first. We kept people safe while also executing our objectives. The challenges associated with 2020 pushed us to reassess operating protocols and find innovative improvements to operating effectively and safely.  This helped to ensure we experienced no meaningful disruption to operations, including while integrating new businesses. The resilience and performance of the business was recognized by the fixed income markets in late 2020 when we refinanced existing debt at a record low interest rate of 2.75%.

 

We maintained our focus on growing the business and efficiently using capital. We announced in December 2020, and closed in February 2021, the acquisition of a 1.5 GW portfolio of flexible natural gas and combined heat and power assets in the US and Trinidad & Tobago. The acquisition will materially increase our Adjusted EBITDA through high-quality growth and provides attractive opportunities to further expand our presence in those markets. Our acquisition pace was slowed by COVID-19 during the first half of the year, but we enter 2021 with a robust pipeline of attractive opportunities.

 

As always, health and safety remain our top priority. 2020 was a year in which our focus was weighted towards "health" with the protection and well-being of our employees and contractors taking pride of place. Our health and safety leading indicators are a reflection of this continuous effort. Our Lost Time Incident Rate of 0.07, fell short of our Target Zero, and at two LTIs represented our worst performance in four years. We are maintaining a Target Zero LTI for 2021.

 

We remain positive about our growth and ability to capitalize on operationally led opportunities, whether in renewables, flexible natural-gas or high-efficiency cogeneration plants. Our ambitions are anchored firmly in our Sustainability Framework. In 2020 we made firm commitments to reduce our CO2 emission intensity by 40% (vs 2019 levels) by 2030, and to become CO2 neutral by 2050. These hard targets are aligned with our recent performance of delivering a 35% decrease in CO2 intensity since 2015 and the opportunities we see for further improvement." 

 

 

KEY HIGHLIGHTS

Dividend - on target with 10% annual dividend increase

●     A fourth quarterly dividend of $26.6 million, or 4.0591 USD cents per share / 2.9138 pence per share, to be paid on 19 April 2021 to shareholders on the register at 6 April 2021

●     Including today's announced dividend and the share buyback program that was announced in April 2020, a total of $344 million has been returned to shareholders since listing, including declared 2020 dividends of $107.5 million      

 

Signing and subsequent closing of 1.5GW high-quality long term contracted assets in the US and Trinidad & Tobago

●     Operationally led 'Western Generation' acquisition, valued at $837 million on a cash free debt free basis and expected to contribute $ 92 million of Adjusted EBITDA (post $5 million of one-time integration and transition costs) for the first full year of operations, was signed in December 2020 and closed in February 2021, with integration of the assets into ContourGlobal currently on track. The assets are located in New Mexico, Texas, California and Connecticut in the US and in Trinidad & Tobago, and represent either the most efficient low carbon units in the markets they operate in or provide critical flexible generation to support the transition to renewables.

 

Robust financial performance

●    Consolidated revenue up 6% to $1,411 million, driven by the full year impact of the Mexican CHP acquisition (+$188 million), partially offset by lower dispatch in Arrubal (-$52 million)[4], and negative foreign exchange movements of-$27m mainly due to a weaker BRL.

●     Adjusted EBITDA of $722 million, compared to $703 million in 2019, driven by the full year impact of the Mexican CHP acquisition (+$94 million), offset by farm-down gains in 2019 in CSP Spain and Solar Italy & Slovakia (-$46 million) for which there were no similar transactions in 2020, negative foreign exchange movements (-$22 million) and lower year on year renewable generation (-$10 million). Adjusted Proportionate EBITDA increased by 1% to $569 million, for the same reasons as above, reflecting the applicable ownership percentage.

●     Income from operations up 5% to $308 million reflecting the above changes.

●     Strong cashflow generation; funds from operations increased by 12% to $380 million in 2020 (2019: $338 million) with a cash conversion rate (defined as FFO / Adjusted EBITDA) of 53% (2019: 48%).

●   Net profit amounts to $29 million in 2020 ($23 million in 2019), and basic EPS is $0.02 in 2020 ($0.04 in 2019). Adjusted net income is $67 million in 2020 ($74 million in 2019).

 

Net debt

●     $3.5 billion Net Debt as at 31 December 2020 ($3.5 billion as at 31 December 2019). Net Debt to Adj. EBITDA ratio at 4.75x on a reported basis for 2020 (4.40x for 2019), and 4.5x on an adjusted currency basis[5] for 2020. Increase in reported Net Debt to Adjusted EBITDA vs. 2019 is caused by year end appreciation of the Euro against the USD, resulting in 31 December 2020 EUR/USDFX rates of 1.22 vs 2020 average of 1.14. 

●     Net parent company leverage of 3.0x[6]in 2020 (3.1x in 2019).

 

Bond refinancing

●    In December 2020 we completed a €710 million senior secured bond offering, placing €410 million of 2026 notes at 2.750% and €300 million of 2028 notes at 3.125%.

●   The proceeds were used to refinance our 3.375% €450 million secured notes on January 7, 2021 and to support general corporate purposes, including paying for a portion of the consideration for the Western Generation acquisition.

   

Key Metrics (US$ millions)

FY 2020

FY 2019

Change

Revenue

1,411

1,330

6%

Income from Operations

308

292

5%

Adjusted EBITDA*

722

703**

3%

Thermal Adj. EBITDA

421

336

25%

Renewable Adj. EBITDA

332

397**

-16%

Corporate and other costs

(31)

(30)

2%

Proportionate Adjusted EBITDA*

569

562**

1%

Funds from Operations (FFO)*

380

338

12%

Net Profit

29

23

26%

Adjusted Net Income*

67

74

-10%

*Non-IFRS metrics

** Includes net farm-down gains of $46 million in 2019 from farm-downs in CSP Spain and Solar Italy and Slovakia.

 

Successful operational performance of the portfolio

●     Industry leader in Health and Safety with 0.07 LTI Rate in 2020.

●     4.2 million people hours worked without a lost time incident in 2020, prior to two incidents in late 2020.

●     95.0% combined Equivalent Availability Factor ("EAF") across fleet in 2020 (2019: 94.3%).

●     Steady performance across the Thermal fleet consistently meaningfully above the weighted average PPA minimum availability requirement which determines contracted capacity payments.

●     Stable performance in Wind and Solar fleets, Hydro performance impacted by the planned refurbishment in Armenia, causing a temporary decrease in capacity 

 

 

Equivalent Availability Factors ('EAF') (%)

FY 2020

FY 2019

Thermal

94.4%

92.8%

Wind

95.8%

95.8%

Hydro

96.3%

97.9%

Solar PV

99.7%

99.3%

Solar CSP

94.3%

93.3%

 

 

 

 

FY 2020

FY 2019

Change

GWh produced

Thermal

11,211

9,450

+18.6%

 

Renewable

     4,762

5,140

-7.4%

MW in operation

Thermal

     2,992

3,031

-1.3%

 

Renewable

1,812

1,815

-0.2%

 

Capacity Factors (%)

 

FY 2020

FY 2019

Wind

Brazil Wind

37%

40%

 

Austria Wind

24%

26%

 

Peru Wind

50%

45%

Solar

Solar PV

15%

15%

 

Solar CSP

19%

22%

Hydro

Vorotan[7]

15%

28%

 

Brazil Hydro

53%

45%

 

  

COVID-19 Update

●    The Company did not experience any meaningful disruption to operations resulting from COVID-19 in 2020 and does not expect material disruptions in 2021.

●    The Company continues to be focused on the health and safety of employees, delivering uninterrupted operations and power delivery, and supporting local communities impacted by the COVID-19 pandemic.

Outlook

On the basis of our contracted and regulated revenues, and approximately 10 months of earnings from the 'Western Generation' acquisition, we expect 2021 Adjusted EBITDA to be between $770 - 800 million[8]. We are maintaining our 10% annual dividend growth target.

 

Presentation and conference call

 

The Company will host a conference call for analysts and investors at 09.30 BST, 19 March 2021

 

The meeting can be accessed via a live webcast and dial-in, details available at https://www.contourglobal.com/financial-calendar

 

A copy of the presentation will be made available online ahead of the meeting on our website at https://www.contourglobal.com/reports

 

Enquiries

 

Investor Relations - ContourGlobal

Alice Heathcote

Tel: +44 (0) 203 626 9077

alice.heathcote@contourglobal.com 

 

Media - Brunswick

Charles Pretzlik/William Medvei

Tel: +44 (0) 207 404 5959

Contourglobal@brunswickgroup.com 

 

Cautionary note regarding forward-looking statements

 

These results include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including (but not limited to) the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout these results and the information incorporated by reference into these results and include statements regarding the intentions, beliefs or current expectations of the directors or the Company concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of the Company and the industry in which it operates.

 

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Company's actual results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy and the development of the industry in which it operates may differ materially from the impression created by the forward-looking statements contained in these results and/or the information incorporated by reference into these results. In addition, even if the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of the Company and the development of the industry in which it operates are consistent with the forward-looking statements contained in these results and/or the information incorporated by reference into these results, those results or developments may not be indicative of results or developments in subsequent periods.

 

Other than in accordance with its legal or regulatory obligations, the Company does not undertake any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future events or otherwise.

 

ADDITIONAL INFORMATION

 

Adj. EBITDA to Cashflow from Operations Bridge (US$ million)

FY 2020

FY 2019

Adjusted EBITDA*

722

703

Change in working capital

58

5

Income tax paid

(38)

(35)

Share of Adj EBITDA in associates

(20)

(22)

Contribution received from associates

8

11

Cash gain on sale of minority interest in assets

 -

(46)

Restructuring costs

(5)

-

Cash Flow from Operations

725

616

Change in working capital

(58)

(5)

Interest paid

(176)

(189)

Maintenance capex

(50)

(40)

Other distributions received from associates

13

-

Cash distribution minorities

(74)

(44)

Funds from Operations*

380

338

Cash Conversion (Funds from Operations/Adj. EBITDA)

53%

48%

*Non-IFRS metrics

 

Adj. EBITDA to IFRS Net Profit bridge (US$ million)

Dec-20

Dec-19

Proportionate Adjusted EBITDA

569

562

Minority interests

153

141

     Adjusted EBITDA

722

703

Share of adjusted EBITDA in associates

(20)

(22)

Share of profit in associates

12

11

Acquisition related items

(20)

(23)

Cash gain on sale of minority interest

-

(46)

Restructuring costs

(5)

-

Private incentive plan

(7)

(9)

Mexican CHP fixed margin swap

(16)

-

Change in finance lease and financial concession assets

(32)

(26)

Other

(3)

(2)

Depreciation & Amortization

(312)

(282)

Finance costs net

(248)

(244)

Income tax

(44)

(36)

Net Profit*

29

23

Mexican CHP fixed margin swap

(28)

-

FX unrealized

27

4

Acquisition related items

20

23

Corp. Bond, Italian / Slovakian      

9

15

Restructuring costs

5

-

Private incentive plan

7

9

Adj. Net Income*

67

74

     *Including Minorities (non-controlling interests)

13

(5)

 

 

 

 

Chairman Review

MEETING THE CHALLENGE

Despite the terrible toll that COVID-19 exerted on the world, I am proud to report that ContourGlobal turned in a superb performance in 2020. We met our operational and financial targets, while keeping our people safe. This is a real tribute to management and to everyone who works in the business, and I thank them all.

Resilience

The pandemic showed the strength and resilience of our business model, and the unwavering dedication of our people. The fact that we had already invested in advanced technology meant we were able to operate our power plants remotely and switch from working in offices to working from home with relative ease. Secondly, our strategy of working only with high-caliber counterparties meant vast majority of our contracts were honored throughout the pandemic, providing financial resilience and strong cashflow. Electricity generation has been regarded as an essential service in the pandemic, and all our plants were able to continue operating.

Community support

Our business principle of social investing in the communities we serve also helped sustain us and the people on whom we rely during the pandemic. We focused the majority of our social investment budget on COVID-19 relief, supplying PCR tests, personal protective equipment, oxygen, and other medical supplies to clinics and hospitals, sometimes stepping in before governments were able to. We are pleased also to have provided essential food to the communities we serve that were hardest hit.

Health and safety

For our own staff, we not only provided the necessary infection control measures but also psychological support, particularly where teams found themselves isolated from their families for weeks on end. Besides the effects of the pandemic, we continued our focus on health and safety, which we see as a critical underlying business principle. We remain one of the safest power generation companies in the world and continue to have a Target Zero for lost time incidents (LTIs). However, after 294 days without any LTIs, we experienced two towards the end of the year. We take these very seriously and have conducted full investigations to understand the causes and how any repetition can be avoided.

Net zero

Having pledged in 2019 not to invest in new coal-fired power plants, we continue our commitment to reducing the CO2 intensity of our energy production, aiming to achieve net zero carbon by 2050.

Dividends

The strength of our earnings and predictable cashflow enabled us to continue our policy of growing ordinary dividends per share at 10% annually. Dividend cover is strong and stable. The total dividend payable for the full year of 2020 is $107.5 million. The fourth quarter dividend of $4.0591 cents per share, equivalent to $26.6 million, will be paid on 19th April 2021. The dividend receivable in pounds sterling will be based on the exchange rate on the applicable announcement date.

The Company's share price recovered after the dip at the start of the pandemic but does not at all reflect the intrinsic value of the business.

 

People

There were no Board changes in 2020. Whilst we are looking to appoint an additional female Non-Executive Director in 2021, the cohesion of the Board contributed to good decision-making at a time of economic shock, and I would like to thank all my Board colleagues for their contribution during this trying, but ultimately successful year. Let me also use this opportunity to reiterate my thanks and appreciation to all our people for their amazing dedication and selflessness - without them we would never have been able to rise so effectively to the unprecedented challenge that 2020 represented.

Acquisition

In late 2020 we announced the major acquisition of a portfolio of assets in the United States and Trinidad & Tobago, with the transaction negotiated on a bilateral basis, without an auction. This is another demonstration of our business model being successfully applied. In keeping with our objectives, this portfolio of renewable and low carbon thermal plants represents an opportunity where we can leverage our operational excellence to improve performance. Having expertise and experience in the Caribbean allowed us to take on this geographical mix of assets and take advantage of our economies of scale. We will also be able to consider financial optimization of the assets acquired, which have the potential for sell-downs to minority partners at attractive valuations.

 

Craig A. Huff,

Chairman

 

CEO Review

A YEAR LIKE NO OTHER

"The stories about these incredible efforts by ContourGlobal'S PEOPLE WILL BE the highlight of our 2020 annual report."

 

2020 put the accent on "Health" in our "Health and Safety" value and performance. Until last year, most of us in the power industry viewed health as the result of safe working. As an industrial company operating in an inherently risky environment, our daily focus is on the risks that we find in our power plants, not the risks that we might bring through the front door. 2020 changed that. As with nearly every other organization on planet earth, we spent a large part of the year trying to outwit a virus--in our case to keep it out of our power plants, enabling us to keep the lights on. The stories about these incredible efforts by ContourGlobal's people are the highlight of our 2020 annual report. They are stories of courage and dedication, incredible sacrifice, commitment and caring while working under unbelievably challenging conditions. I encourage you to read this witness from a few of these extraordinary people in Peru, Armenia, Spain, Togo and other locations. They are helpfully indexed on the inside front cover of our report for easy navigation.

In the early days of the pandemic, it took courage to walk out the front door and go to work each day.

ContourGlobal's front-line workers work in power plants.
They can't work from home. We were fortunate to have been declared an essential business in every country where we operated. Many, many fine businesses were not so fortunate and suffered severely as governments the world over forbade certain business activity. But to be able to work is one thing. To actually do it is another. Our crews sacrificed for their communities, their countries and ContourGlobal. In the early days of the pandemic it was hard for many of our people to leave their homes. It was scary. Our people worried that they would become infected commuting and working and then bring the virus back to their families.

While that worry never went away, other challenges made work in 2020 much harder than before. Workers in high-risk categories isolated at home. This meant fewer workers on each shift which meant more work and longer hours. At work, everything was more complicated.
We continuously changed work routines, PPE requirements, testing and staffing. This made the day longer and more challenging and therefore riskier. Our operations team led by Karl Schnadt and Quinto Di Ferdinando did an excellent job designing new ways of working-we conducted inspections, health and safety audits and performed major maintenance remotely using smart glasses that let us bring expertise virtually into the plants when travel was restricted. We innovated in other ways, for example investing in technology such as UV-C to keep the virus at bay in closed spaces and obtaining independent third-party review of our work practices in Spain where we received COVID-19 certification from AENOR. Faced with uncertainty as to when and whether travel would be possible, within three months we configured every power plant so that it could be operated remotely or largely so. We also rejiggered our outage schedules to push our major maintenance outages to later in the year given the unpredictability of emerging lockdown policies. Karl and Quinto did a masterful job wedging our major outages in Europe and Africa into the mostly quiet summer period which proved the calm between the two COVID storm surges of 2020.

Our corporate service teams, all working remotely following our closure of offices in February, reoriented their work to first support our power plant teams. The reinvigoration of purpose and service of our remote teams was vital to our efforts to remain available and operational. Very early in the pandemic we realized that COVID-19 testing capabilities could keep the virus out of our facilities. We also perceived that waiting for national governments to obtain tests would lead to unacceptable delays. Our procurement team in Bulgaria, led by Bilyana Aleksieva, acquired hundreds of thousands of PCR tests by April and distributed them throughout the world, first to our businesses in Armenia, Bulgaria, Mexico, Peru and Togo and shortly after in Austria, Brazil, Rwanda and Spain, working in an unprecedented way with local laboratories and health authorities. In many of our countries of operation we introduced some of their first tests and in all countries, we offered donations of testing platforms and the tests themselves to make testing more available. We also procured a global COVID-19 specific insurance policy to provide everyone in the company with income protection in the event they were hospitalized because of the virus.

These new ways of working required new types of expertise. Early in the pandemic we were literally "dialing for doctors" to obtain advice about infection, mitigation and testing. Later we were able to bring in more structured advice and support by partnering with Columbia University's School of Public Health's ICAP program for input into our testing protocols and work policies.

 "Heroic" is fair characterization of ContourGlobal's front-line workers in 2020. But for some even more was asked. As Ara Hovsepyan, who leads our business in Armenia, relates in our upcoming annual report when the pandemic hit, our Vorotan hydroelectric project was undergoing a multiyear major rehabilitation project with numerous suppliers and contractors sourced from abroad. Convincing these teams to continue to stay and work on site was no small task and involved procuring tests very early in the pandemic and adopting Isolation Work Mode. Somehow Ara, our plant manager Aram Yolyan and the team managed to keep the work going and maintain most of the contractors on site. Then came war: 8 km from our plant terrible fighting broke out between Azerbaijan and Armenia causing the inevitable requisitioning, mobilization, and temporary loss of a third of our workforce, along with the repatriation of our foreign workers.

Vorotan's challenges were reminiscent of those which the Kramatorsk Heat and Electricity company faced in 2013 when war broke out in Ukraine's eastern region. At the end of the year we awarded the team a special award for heroism, commitment, and courage-for keeping the lights and heating on in this eastern Ukrainian town despite it being at the epicenter of the war in Ukraine's Donetsk region. We sold KTE in 2017, but the Kramatorsk Award lives on, granted as merited. Vorotan joins KivuWatt as the third recipient of the Kramatorsk Award and it was an easy decision to make.

Todor Kolev received an award for heroic commitment and dedication, just the second time we have granted an award named after one of our early leaders, Dag Adolfsson. Dag was a "go anywhere, do anything" guy whose early travels with us took him from western Minnesota to the Brazilian interior and the shores of Togo. Todor's incredible commitment honors Dag-over the past several years he has spent 600 days abroad supporting our powerplants with his technical expertise and was critical to our commissioning efforts in Mexico in 2019.

Our ability to operate well and keep our teams safe from COVID-19 in 2020 unfortunately didn't extend to Target Zero and we experienced a setback with two Lost Time Incidents, the most since 2016. Moreover, both were very serious. One in Vorotan could easily have resulted in the death of one of our employees and one in Mexico was but a step away from serious burns. It is tempting to conclude that the incredible reorientation to protect health caused us to take our eye off of safety but we need to do better in 2021 and finally achieve Target Zero.

Isolation WORK mode

To add a bit of backstory to one of these COVID-19 memories, Koete's explanation of "isolation work mode": "Isolation Work Mode" was a term the operating teams coined to describe a way or working during the early stages of the pandemic when an entire shift would test for COVID-19 and then literally live in the plant for 3-6 weeks, living and working together and eliminating all physical contact with the outside world.  Being self-sufficient meant cooking meals on site with food brought in at the beginning of the stay. We asked Koete at a company event late last year what he would do differently were his team to enter isolation mode again. His quick reply- "organize our meals as well as the second shift did! We didn't have any time and they had four weeks. They planned their meals, froze seafood, and even convinced a chef to isolate with them. We didn't have the time to do that, so we ate everything out of a can or a box. Next time, we go second!"

Despite these challenges we had a very strong operating year in 2020, building upon last year's successes. Equivalent Availability Factors ("EAF") were excellent across the entire thermal fleet including at the newly commissioned CGA CCGT (Combined Cycle Gas Turbine) in Mexico in its first full year of operations. Total thermal division EAF was 94.4% compared to 92.8% in 2019, both excellent results. EAF for our CCGT, Engine and coal plant clusters was better than last year with only the Solutions cluster lower, reflecting planned outages in the first full year of operations at CGA in Mexico. Cost control and capex management were also excellent in 2020 and better than plan in all but one asset cluster. Our operating teams did an amazing job managing fixed costs and capex in 2020 even with increased costs associated with COVID-19 mitigation and testing measures with fixed costs 9% below their 2020 plan. Similarly, capex was also 9% below budget.

Operating performance in the renewable fleet was similarly strong with EAF within 0.30% of last year's achievement at 96.0%. Each of Spanish CSP, Italian and Slovakian solar, and wind (Brazil, Peru and Austria) were at or better than last year's results. Only hydro was lower, reflecting an extended forced outage at one of our plants in Brazil. All our wind assets including our large complex in Brazil performed better than in 2019.

Renewable resource performance in 2020 was generally good and highlighted once again the benefit of having a diverse portfolio of assets. Production was approximately 8% below budget with most of the variance the result of disruptions in Armenia. Solar was virtually on budget and wind was approximately 5% below plan with an extraordinary wind year in Peru offset by lower resource in Brazil and Austria. Overall, the deviation in resource-related production resulted in a 4% reduction in renewable EBITDA vs plan, with a mere 1% impact on global consolidated adjusted EBITDA from 2019. Fixed cost control in the renewable fleet was excellent and 17% below plan, non-fuel Operation & Maintenance per unit of energy delivered was likewise excellent and on plan. Similarly, capital expenditures were well managed --approximately 12% below plan.

Cash distributions to the parent company-the entity that pays dividends, interest and provides capital for new investment-known in the covenants of our bonds as Cash Flow Available for Debt Service (CFADS)-is a key financial measure for the company as it reflects all of the cash received at the parent company which is then allocated according to our strategy. We also believe that the ratio of those distributions to the recourse debt that is held there is the best measure of our financial leverage, given that nearly all of our additional debt is non-recourse project financing that sits at the asset level. CFADS in 2020 was $274 million, approximately 10% higher than in 2019, reflecting the continued strength and resilience of our business model.

 

Growth, Capital and Market Outlook

At year end, literally one day after we announced a major acquisition in the United States and the Caribbean, we entered the bond market to proactively refinance an existing tranche of debt, successfully extending tenor by five and seven years and locking in the lowest ever interest rates since first entering the bond market in 2014. The five and seven-year notes were priced at 2.75% and 3.125% respectively and were significantly over subscribed. Our performance in the fixed-income market over the past seven years is important for our growth story given the capital-intensive nature of our business. Continued performance and credibility in this market is critical to executing our ambitious growth program.

December saw us announce a significant acquisition in the United States and the Caribbean, in Trinidad and  Tobago, of 1,502 MW of contracted, flexible gas-fired generation anchored by three large assets in New Mexico, Trinidad and Texas, the latter of which is a large combined heat and power asset joining our Solutions fleet. This is our second largest acquisition to date, besting by $150 million our acquisition in Mexico in 2019 and represents our third Class I transaction in three years. We see significant opportunities for continued acquisition and greenfield growth in the dynamic US market.

This acquisition increases our installed capacity by nearly 30% and provides opportunities to further expand our presence in these key markets, markets which are adjacent to or in geographies where we already operate. It adds two substantial assets in the Southwest Power Pool (Texas and New Mexico) and two clusters of flexible generation assets in California. The assets are either the newest and most efficient assets in their respective markets or integral resources for ensuring reliability and supporting the transition to renewable grids. In all the markets the assets are expected to maintain their competitive positions given the lack of currently contemplated new build baseload capacity in each region.

Outlook

We closed the acquisition in mid-February of this year and operations have been excellent, even at the two major assets in Texas and New Mexico during the record setting cold snap that created havoc in the Electricity Reliability Council of Texas ("ERCOT") market. Both were fully available during the week of record cold and this despite abnormally low temperatures. Importantly, the terms of our contracts do not require us to supply replacement power in the event of outages which is the source of the financial carnage that we have seen throughout the generation sector in ERCOT. The absence of replacement power obligation is consistent with the approach we have taken throughout the portfolio and is rooted in our intentional approach to the risks that we are willing to take in our contracts, of which replacement power is not one of them.

We expect to quickly expand our business further in the United States, primarily through natural gas fired generation and combined heat and power. Events in Texas and California over the past several years highlight that absent a technological breakthrough in the energy storage space, the energy transition will be a long one, and under-investment in reliable base load and mid-merit generation is a significant challenge for grid stability and the ability of power systems to incorporate increasing amounts of renewable generation sources. We view this as an opportunity and one which is meaningfully more remunerative than investing only in renewables, a sector that has seen internal rates of return drop to mid and even low single digits in the world's developed economies. Such rates of return coupled with under-appreciated risks, such as replacement power obligations from renewable generation power purchase agreements, do not properly compensate for the risk involved in developing and operating renewable assets. These assets are not as straight-forward as commercial real estate or investing and holding bonds to maturity, particularly given that most renewable power purchase agreements are not inflation indexed.

We do continue to see selective opportunities in the renewable energy space, specifically in those technologies and in those regions where we are active. We will invest when we can obtain rates of return which reflect the risk inherent in developing and operating power plants, and will find those by leveraging our time-tested development and operating capability and bringing in low cost of capital partners looking for world class operators who can manage their investment in power plants. In the past year we have added renewable MW (Megawatt) to our businesses in Bonaire, Austria and Armenia, for example, and continue to see opportunities where we can leverage our operating platform including in the newly acquired assets in the United States and the Caribbean. We also see that our renewable assets have meaningfully appreciated in value when viewed through the prism of market comparables. These values magnify the valuation discrepancy in the public market and we remain committed to unlock this value. In Brazil, as noted last year, we believe that our sizable renewable portfolio will be valued much higher by Brazilian-based investors in either the private or public market and despite the interruption of our divestiture process due to COVID-19, we will continue to seek transactions that will place these assets in local hands.

In connection with the approval and publication of our most recent Sustainability Report in October 2020, our Board of Directors approved a new sustainability strategy. Building upon our earlier announcement that we would no longer invest in coal, we committed to new climate targets, including reducing our Scope 1 CO2 emissions intensity by 40% by 2030 and achieving Net Carbon Zero by 2050. We undertook limited assurance of our Scope 1 CO2 emissions and reported to the CDP (formerly Carbon Disclosure Project) for the first time. Coincident with the discontinuation of the Kosovo lignite project, this new strategic commitment highlights a meaningful reduction in CO2 emissions and the reality that our portfolio of 117 power plants includes only 1.5 coal fired plants, representing 13% of adjusted EBITDA.

Elsewhere, changes to our sustainability strategy were modest, reflecting that our existing four principles-to operate safely and efficiently and minimize environmental impacts, to grow well, to manage our business responsibly, and to enhance our operating environment-continue to capture our group strategy, and its sustainability components. Importantly, it reflects that our sustainability commitments are central and integrated into our strategy and operations, a living set of commitments that ContourGlobal's people see as part of the CG Way, not something that lives only in an ESG or sustainability silo.

As noted last year, we believe we will see meaningful opportunities in the CO2 capture and storage space, an area where we have been first movers incorporating capture and storage into power plants. Our first project was in Romania in 2010 at one of Coca Cola Hellenic's bottling facilities where we integrated carbon capture into our combined heat, power and chilled water plant. We have subsequently successfully implemented 5 projects in Europe and Africa, producing food grade quality CO2 and demonstrating superb and long-lived operating performance. We see this opportunity growing and with larger projects, reflecting the realization that achieving the ambitious goals of the Paris Accord will require multiple approaches and mechanisms to reducing global CO2 emissions.

We have for years been a leader in hiring, promoting and retaining women in senior leadership positions, an achievement recognized this year in the final Hampton-Alexander Review which ranked ContourGlobal fifth out of the FTSE 250 companies when it comes to woman in executive management and one level down. While we are rightly proud of this achievement, we have struggled to achieve similar success in the diversity of our power plant management where we only have three female power plant managers in our group. We have launched a new initiative to replicate our success at the top of the organization to the top of the power plants and expand female leadership in this traditionally male dominated sector.

For all of us, 2020 was a year like no other. ContourGlobal was privileged to continue operating but delivering this extraordinary set of results in a year of unprecedented challenge was due to our people. The performance of ContourGlobal under the enormous pressure of this global pandemic bodes well for its future.

 

Joseph C. Brandt.

Chief Executive Officer
 

Financial review

Resilient performance

In spite of operating during an unprecedented global pandemic in 2020, ContourGlobal continued to deliver very strong financial results and met its financial commitments. This is a testament to ContourGlobal's highly robust and resilient business model generating stable and predictable cash flows from operations. We continued to meet the financial commitments made to shareholders by delivering our progressive dividend policy of 10% growth p.a. In addition, earlier in 2020 ContourGlobal announced a share buyback program of up to £30 million to support long-term shareholder value, which has been successfully executed with 12,374,731 million shares being bought back by year end.

Revenue

Revenue continued to grow in 2020 to reach $1,410.7 million (+$80.5 million or +6%) mainly resulting from the full-year impact of the acquisition of the Mexican CHP assets completed in Nov. 2019 (+$188.1 million), as well as increased revenue on a constant currencies basis from our Wind assets in Brazil (+$12.9 million), Brazil hydros ($5.4 million) and Inka ($4.8 million) partially offset by lower dispatch of our natural gas-fired power plant in Arrubal ($51.7 million) and lower generation in our French Caribbean power plants ($16.6 million). In addition, Group revenue was negatively impacted by foreign exchange movements by $26.6 million mainly driven by a lower average level of BRL/USD (0.20 in 2020 compared to 0.25 in 2019).

Income from Operations (IFO)

IFO is a measure taken from the IFRS audited consolidated statement of income. IFO increased in 2020 by $15.8 million or +5% to reach $307.9 million as compared to $292.1 million in 2019, mainly as a result of the following effects:

Increase in Gross margin in 2020 by $20.4 million to reach $377.2 million as compared $356.8 million in 2019, driven by the increase in Revenue of $80.5 million partially offset by the increase in Cost of sales by $60.1 million. The gross margin remains strong at 27% of total Revenue in 2020, in line with 2019.

We incurred a one-off exceptional restructuring costs in 2020 of $5.2 million related to the reorganization of our corporate offices across the Group. In addition, the Acquisitions related items decreased by $3m and Selling, general and administrative expenses increased by $2m as compared to 2019.
The IFO has been driven by the same key contributors as the Adjusted EBITDA detailed thereafter, positvely impacted by the full-year impact of the acquisition of the Mexican CHP assets (+$40.1 million) and a negative foreign exchange variance of around $11.6m.

Adjusted EBITDA

In $ million

2020

2019

Var

Thermal

420.9

335.9

25%

Renewable

332.0

397.0

-16%

Corporate & Other

-31.0

-30.2

3%

Adjusted EBITDA

722.0

702.7

3%

 

In 2020, we saw another year of strong Adjusted EBITDA performance with an increase of 2.7% to $722.0 million.

 

Adjusted EBITDA benefited from the strong performance of our existing power generation assets contributing $650.8 million of Adjusted EBITDA as well as from the full-year impact of the acquisition of the Mexican CHP assets contributing another +$94.3 million of Adjusted EBITDA, which was partially offset by a negative foreign exchange impact of $21.9 million mainly due to a weaker Brazilian real/USD (-$27.6 million) and partially offset the higher average level of EUR/USD (+$5.7 million). The 2019 Adjusted EBITDA also included a $46 million net cash gain on sell-down of CSP Spain and Solar Italy and Slovakia. Excluding this cash gain, Adjusted EBITDA increased by +10% in 2020 as compared to 2019.

 Thermal Adjusted EBITDA increased by $85.0 million, or 25%, to $420.9 million for the year ended 31st December 2020 from $335.9 million for the previous year. The growth in Adjusted EBITDA is mainly driven by the changes resulting from acquisitions or sale of businesses totaling $88.4 million with the Mexican CHP acquisition full-year impact of +$94.3 million partially offset by other changes in business perimeter in the Solutions business and the French Caribbean assets of -$5.3 million. This demonstrates the stability of the underlying earnings and cash flows of the portfolio, based on its contracted business model protecting the segment from fluctuations in demand, fuel prices, electricity prices and CO₂ prices. The Thermal fleet is also highly diversified in terms of geography and technology, which significantly limits its overall market exposure. The Thermal fleet reached an average annual availability factor of 94.4% in 2020 (92.8% in 2019) demonstrating a meaningful improvement in its operational performance during the year.

 Renewable Adjusted EBITDA amounts to $332.0 million for the year ended 31st December 2020, as compared to $397.0 million for the year ended 31st December 2019. The most significant impacts in Adjusted EBITDA for the year are the prior year non-recurring gain on the sell down of the CSP portfolio of $51.9m and adverse foreign exchange movements in Brazil of $24.3 million.

In 2020, the Renewable segment showed a good performance of our Wind assets in Peru and Austria, and a performance in Brazil in line with 2019. The Wind assets overall contributed a total of $107.9 million to 2020 Adjusted EBITDA which is in line with the 2019 performance, excluding the negative foreign exchange impact of -$14.0 million due to the weakening of the Brazilian real against the US dollar during 2020.

The Solar portfolio contributed $177 million of Adjusted EBITDA, $1.4 million below 2019, mainly impacted by lower resource across the portfolio. The Hydro assets in Brazil contributed $34.7 million of Adjusted EBITDA which is $4.8 million better than 2019 (excluding the negative foreign exchange impact of $10.3 million due to the weakening of the Brazilian real against the US dollar) benefiting from the optimization of our commercial strategy.

In 2019, the Renewable segment benefited from the impact of the highly attractive sell-down of a 49% stake in our Spanish CSP portfolio which resulted in a $51.9 million gain recorded directly in equity under IFRS rules and contributed to 2019 Renewable Adjusted EBITDA by the same amount.

ContourGlobal's business model does not only generate stable and predictable earnings and cash flows; it is also based on significant risk mitigation as a result of various key components:

Limited currency exposure: 85% of 2020 Adjusted EBITDA is denominated in either Euros or US dollars. In addition, a portion of the small Brazilian reais exposure in regards to distributions is hedged.

Geographical and technology diversification: No technology cluster represents more than 23% of 2020 Adjusted EBITDA and the group is present on three continents.

Long-term contracts with strong and creditworthy counterparties: Approximately 89% of 2020 Adjusted EBITDA is generated under PPAs concluded with investment-grade offtakers or non-investment-grade offtakers under political risk insurance. During 2020 our cash collections from our offtakers were not impacted by the COVID-19 pandemic and remained stable and in line with agreed payment terms.

In terms of financial metrics, we believe that the presentation of Adjusted EBITDA enhances the understanding of ContourGlobal's financial performance, in regards to understanding our ability to generate stable and predictable cash flows from operations. 'Adjusted EBITDA' is defined as as profit for the year from continuing operations before income taxes, net finance costs, depreciation and amortization, acquisition related expenses, plus net cash gain or loss on sell down transactions (in addition to the entire full year profit from continuing operations for the business the sell down transaction relates to) and specific items which have been identified and material items where the accounting diverges from the cash flow and therefore does not reflect the ability of the assets to generate stable and predictable cash flows in a given period, less the Group's share of profit from non consolidated entities accounted for on the equity method, plus the Group's prorata portion of Adjusted EBITDA for such entities.

In determining whether an event or transaction is adjusted, ContourGlobal's management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. Adjusted EBITDA is not a measurement of financial performance under IFRS.

Proportionate Adjusted EBITDA

Considering the decision to strategically sell down minority stakes of certain of our assets at a significant premium, we have included Proportionate Adjusted EBITDA as part of our core financial metrics since 2018. Proportionate Adjusted EBITDA is calculated using Adjusted EBITDA calculated on a proportionally consolidated basis based on applicable ownership percentage.

The Proportionate Adjusted EBITDA as well includes the net cash gain or loss on sell down transactions as well as the underlying profit from continuing operations for the business in which the minority interest sale relates to reflecting applicable ownership percentage going forward from the date of completion of the sale of a minority interest.

Proportionate Adjusted EBITDA increased from $561.6 million in 2019 to $568.7 million in 2020 (+1%), a lower increase than Adjusted EBITDA mostly explained by the sell down of 49% of the Spanish CSP portfolio which took place during 2019.

The following table reconciles net profit before tax to Proportionate Adjusted EBITDA and Adjusted EBITDA for each period presented:

 

In $ millions

2020

2019

Proportionate Adjusted EBITDA

568.7

561.6

Minority interest

153.3

141.1

Adjusted EBITDA

722.0

702.7

Reconciliation to profit before income tax


 


 

Depreciation, amortization and impairment

-311.6

-282.3

Share of Adjusted EBITDA in associates

-19.9

-21.7

Acquisition-related items

-20.2

-23.2

Cash gain on sale of minority interest in assets

-

-46.1

Restructuring costs

-5.2

-

Private incentive plan1

-6.6

-9.1

Mexico CHP fixed margin swap2

-15.6

-

Change in finance lease and financial concession assets

-31.7

-26.4

Other

-3.3

-1.7

Income from Operations

307.8

292.1

Net finance costs, foreign exchange gains and losses, and changes in fair value of derivatives

-247.8

-243.8

Share of profit in associates

12.3

11.1

Profit before income tax

72.3

59.4

1 Refer to note 4.27 of the consolidated financial statements.

2 Reflects an adjustment to align the recognized earnings with the cash flows generated during the year under the CHP Mexico fixed margin swap (derivative that locks in a fixed margin for certain contracts)

 

In relation to the 2020 and 209 financial years, these adjustments mainly included non-recurring and non cash items.

 2019 also included a cash gain on the sale of minority interests in the Spanish CSP assets of $51.9 million together with an adjustment related to the 2018 Slovakian and Italy portfolio sell-down of $(5.8) million, all booked directly in equity under IFRS.

Cash flow from operations and Funds From Operations

Funds from Operations is a non-IFRS measure that is calculated as follows:

 

In $ millions

2020

2019

Cash flow from operations

719.6

616.3

Change in working capital1

-52.8

-5

Interest paid

-175.8

-189.2

Maintenance capital expenditure2

-50.5

-40.1

Other distributions received from associates

13.0


-

Cash distributions to minorities3

-74.0

-44.2

Funds From Operations (FFO)

379.6

337.9

Cash conversion rate (%)

53%

48%

1 Change in working capital variance in 2020 was positively impacted by a VAT refund in CHP Mexico totaling $68 million.

2 Maintenance capital expenditure is defined as funds employed by the business to maintain the operating capacity, asset base and/or operating income of the existing power plants. It excludes growth and development capital expenditure, which are discretionary investments incurred to sustain our revenue growth (including construction capital expenditure).

Cash distributions to minorities as per consolidated cash flow statement (excluding $8m payment to Credit Suisse related to payment of earn-out to the previous owner). 

Cash flow from operations is presented in the Consolidated statement of cashflows of the fin ancial statements and increased from $616.3 million to $719.6 million, mainly driven by the positive variance in working capital ($52.8 million) driven by a VAT refund in CHP Mexico ($68 million) and increase in Adjusted EBITDA ($19 million) excluding the 2019 net cash gain on Sell down ($46 million).

The Funds from operations is a key metric for ContourGlobal and gives an indication of the strength and predictability of our cash generation and how much of our Adjusted EBITDA is converted into cash flow. Funds from operations significantly improved in 2020 to $379.6 million, a 12% growth rate compared to 2019. This performance is the consequence of the continuous growth of Adjusted EBITDA explained above as well as a result of lower interest paid and $13m of cash distributions received from associates.

As a result the cash conversion rate, which compares FFO to Adjusted EBITDA, increased from 48% to 53%.

Leverage ratio

The Group leverage ratio is measured as total net indebtedness (reported as the difference between 'Borrowings' and 'Cash and Cash Equivalents' in accordance with IFRS statement of financial position) to Adjusted EBITDA. The leverage ratio does not include the IFRS16 liabilities ($33 million as Dec. 31, 2020). Whenever the impact would be significant, such a ratio is adjusted to reflect the full year impact of acquisitions or for financial debt of projects under construction which do not generate EBITDA.

The leverage ratio as of 31st December 2019 was 4.40x (Including pro forma adjustment for a full year of Mexican CHP acquisition), and is 4.75x as of 31st December 2020. The increase in reported Net Debt to Adjusted EBITDA ratio vs. 2019 is mainly caused by year end appreciation of the Euro, resulting in 31 December 2020 EUR/USDFX rates of 1.22 vs 2020 average of 1.14.

The Net parent company leverage is 3.0x as of 31 December 2020, and consistent with 3.1x as 31 December 2019. The Net parent company leverage is defined as :
- net debt at corporate level ($830 million as of 31 December 2020, $786 million as of 31 December 2019): net debt of the group corporate holding entities (excluding non recourse financing), mainly including the Corporate Bonds, less cash and cash equivalent in corporate holding entities
- divided by CFADS (cashflows available for debt service) as defined in the Corporate Bond Indenture ($274 million for 2020, $251 million for 2019).

There is no reconciliation of the Net parent company leverage to statutory measures because they do not derive from the statutory measure.

Finance costs - net

Finance costs - net increased from $243.8 million in 2019 to $247.8 million in 2020 (2%).

Interest expense increased from to $188.8 million in 2019 to $195.0 million, largely due to the impact of the project financing issued for the acquisition of the Mexican CHP ($26.8 million) partially offset by the natural deleveraging of the project financings together with the foreign exchange impact of the weakened BRL as compared to the US dollar (-$18.3 million).

The Realized and unrealized foreign exchange gains and (losses) and change in fair value of derivatives increased by $20.8 million primarily attributable to:

a positive impact in fair value of derivatives of $70.5 million in 2020 (driven by the $56.1 million non cash net change in fair value of the Mexican CHP fixed margin swap), as compared to -$13.4 million in 2019, and

a -$59.8 million foreign exchange loss in 2020 (driven by an unfavorable exchange rate of the US dollar against the Euro which resulted in a negative revaluation of cash amounts held in USD by $14 million, and other unfavorable exchange rate movements of the US dollar against the Brazilian real and Armenian dram totalling $26.9 million) as compared to a $3.4 million gain in 2019.
 

Profit before tax

Profit before tax increased by $12.9 million to $72.3 million in 2020 as a result of the factors previously explained.

Taxation

The Group recognized a tax charge of $43.7 million in 2020 as compared to $36.3 million in 2019. This increase in the tax charge between periods was driven by the impact of the Mexican CHP acquisition ($21.1 million) and the profit mix between territories with different income tax rates. The main jurisdictions contributing to the income tax expense in 2020 are Mexico, Bulgaria and Brazil.

Net income and Adjusted Net Income

Net income increased from $23.1 million in 2019 to $28.6 million in 2020. Considering 666.6 millions of average number of shares outstanding in 2020 (670.7 millions in 2019), and a profit attributable to shareholders of $16 million in 2020 ($27.7 million in 2019) the Earnings per share (basic) decreased from $0.04 to $0.02.

Adjusted Net Income is defined as Net income excluding some items for the year. A reconciliation of Net income to Adjusted Net Income is as follows:

 

In $ millions

2020

2019

Net income

28.6

23.1

Change in fair value of the CHP Mexico fixed margin swap1

(28.4)

-

Acquisition-related items2

20.2

23.2

FX unrealized losses3

26.5

3.6

Restructuring costs4

5.2

-

Private Incentive Plan5

6.6

9.1

Corp. Bond and Italian / Slovakian refinancing6

8.9

15.4

Adjusted Net Income

67.4

74.4

Adjusted Net Income attributable to shareholders

54.8

79.0

1 Change in fair value of the Mexican CHP fixed margin swap (-$56m), net of $16m impact in Adj. EBITDA and net of 30% income tax impact ($12m).

2 Includes pre-acquisition costs and other incremental costs incurred as part of completed or contemplated acquisitions. ContourGlobal incurred exceptional amounts of such costs in 2020 and 2019 while signing and/or closing acquisitions in the US and Mexico in particular.

3 Includes FX unrealized losses as reported in the consolidated financial statements, and represent non-cash unrealized losses recognized during the year. 2020 was notably impacted by a decrease in local currency in Armenia (AMD), generating unrealized FX losses for the dollar denominated project financing debt totalling $20 million.

4 Costs incurred as part of the reorganization of our corporate offices.

5 Non-cash impact of the Private Incentive Plan implementation, which does not constitute a liability for the Company as the obligation is met by the transfer of existing shares own by Reservoir Capital.

6 Costs incurred in 2020 as part of the Bond refinancing and in 2020 as part of the Slovakian and Italian refinancings which required early settlement of the existing swaps and immediate recycling to profit and loss of deferred financing costs.

 

Non-current assets

Non-current assets mainly comprise property, plant and equipment ("PP&E"), financial and contract assets, and intangible and goodwill. The decrease in non-current assets by $260.3 million to $4,375.7 million as of 31 December 2020 was mainly due to the decrease of intangible assets by $32.9m (amortization -$26.2m, FX translation -$16.5m, partially offset by the additions $9.9m), decrease of PP&E by $255.2m (depreciation -$285.3m, CTA FX impact -$24.2m, reclassification of Kosovo project development costs to Other non-current assets -$21.7m, partially offset by the additions +$90.6m). Additions of PP&E in 2020 were mainly recognized in Vorotan ($22.5m), Maritsa ($12.4m), Brazil Wind $10.9m, and Spanish CHP ($8.6m).

Borrowings

Current and non-current borrowings increased by $739.7 million to $4,830.2 million as of 31 December 2020, mainly as a result of new or acquired borrowings (+$938.9 million mainly composed of the new Corporate bond for $810.3 million, RCF drawn and repaid totaling $77.0 million and new financing in Austria Wind totaling $38.7 million), partially offset by scheduled financing repayments totaling $353.0 million and currency translation differences and other ($153.8 million). Following the issuance of the new Corporate bond in December 2020, the € 450 million Corporate bond due in 2023 has been repaid in January 2021.

Equity and non-controlling interests

Equity and non-controlling interests decreased by $203.1 million to $337.7 million as of 31st December 2020 mainly due to the following factors: dividends paid to shareholders (-$105.7 million), dividends paid to non-controlling interests (-$5.4 million), purchase of treasury shares (-$30.4 million), change in hedging and other reserves (-$13.6 million), and currency translation adjustment and other (-$97.1 million) partially offset by the net income of the year ($37.3 million).

Dividend

The Board recognizes the importance of paying a regular dividend to shareholders. The underlying business generates secure, highly visible, long-term cash flows, and it is the Board's intention that dividends will be paid on a quarterly basis. Reflecting the growth potential of the business, since listing in 2017 the Board has targeted a high single-digit annual dividend increase, which was raised to a 10% annual target in 2019. At times the Board may approve additional returns of capital, arising from surplus generation of cash or corporate transactions.

 

The Board periodically reviews the dividend policy, considering overall prospects, conditions and capital requirements of the Group. The Company paid a dividend of $24.8 million in May 2020 corresponding to the final dividend for the year ended 31st December 2019 and three interim dividends for the year ended 31st December 2020 in total of $80.9 million in June, September and December 2020.

The Directors expect to pay a total dividend of approximately $107.5 million for the year ended 31 December 2020, including a final dividend of 4.0591 USD cents per share (around $26.6 million) to be paid in April 2021.

Our dividend cover remains strong at 2.2x. Dividend cover is measured as "Parent Company free cash flow" of $234 million in total ($274 million CFADS as defined in the Corporate Bond indenture, less $40 million Corporate Bond interest costs), relative to the total declared dividend for the year ended 31 December 2020. There is no reconciliation of the Dividend cover to statutory measures because they do not derive from the statutory measure.

Outlook

We remain focused on generating strong and predictable cash flows as a result of our business model of development and operationally led acquisitions of power generation assets under long-term contracts providing significant protection from the risks associated with volumes, commodity prices or merchant energy prices as recently evidenced by the acquisition of a portfolio of natural gas-fired and Combined Heat and Power assets totaling 1,502 MW located in the US and Trinidad & Tobago which completed in February 2021 and which we are looking forward to integrating into the wider business in 2021.

 

Stefan Schellinger

Global Chief Financial Officer

 

Annual General Meeting (AGM)

The 2021 AGM will be held on 12th May 2021. At the AGM, shareholders will have the opportunity to ask questions to the Board, including the Chairmen of the Board Committees.

 

Full details of the AGM, including explanatory notes, are contained in the Notice of the AGM. The Notice sets out the resolutions to be proposed at the AGM and an explanation of each resolution.

All documents relating to the AGM will be available on the Company's website at www.contourglobal.com.

 

Year ended December 31, 2020

The financial information set out in this Preliminary Results Announcement does not constitute the Group's statutory accounts for the years ended 31 December 2020 or2019, but is derived from those accounts. The statutory accounts for the year ended 31December 2019 have been delivered to Companies House and those for 2020 will be delivered in due course. The Auditor has reported on those accounts: its Reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying its Report and did not contain a statement under s498(2) or (3) of the Companies Act 2006. The financial information included in this preliminary announcement has been prepared on the same basis as set out in the Annual Report 2020.

 

 

Consolidated statement of income and other comprehensive income

Year ended December 31, 2020

 

 

Years ended December 31

In $ millions

Note

2020

2019

Revenue

4.2

1,410.7

1,330.2

Cost of sales

4.3

(1,033.5)

(973.4)

Gross profit

 

377.2

356.8

Selling, general and administrative expenses

4.3

(36.8)

(34.6)

Other operating income

 

7.4

7.3

Other operating expenses

4.3

(19.7)

(14.2)

Acquisition related items

4.5

(20.2)

(23.2)

Income from Operations

 

307.9

292.1

Share of profit in associates

4.12

12.3

11.1

Finance income

4.6

4.4

11.2

Finance costs

4.6

(262.9)

(244.9)

Realized and unrealized foreign exchange gains and (losses) and change in fair value of derivatives

4.6

10.7

(10.1)

Profit before income tax

 

72.3

59.4

Income tax expenses

4.7

(43.7)

(36.3)

Net profit

 

28.6

23.1

Profit / (Loss) attributable to

 

 

 

- Equity shareholders of the Company

 

16.0

27.7

- Non-controlling interests

 

12.6

(4.6)

 

 

 

 

Earnings per share (in $)

 

 

 

- Basic

 

0.02

0.04

- Diluted

 

0.02

0.04

 

 

 

Years ended December 31

In $ millions

 

2020

2019

Net profit for the year

 

28.6

23.1

 

 

 

 

Changes in actuarial gains and losses on retirement benefit, before tax

 

0.2

(0.5)

Deferred taxes on changes in actuarial gains and losses on retirement benefit

 

-

-

Items that will not be reclassified subsequently to income statement

 

0.2

(0.5)

Loss on hedging transactions

 

(40.0)

(45.6)

Cost of hedging reserve

 

(1.5)

 

Deferred taxes on loss on hedging transactions

 

27.9

(2.7)

Share of other comprehensive income of investments accounted for using the equity method

 

-

-

Currency translation differences

 

(97.1)

(9.3)

Items that may be reclassified subsequently to income statement

 

(110.7)

(57.6)

Other comprehensive loss for the year net of tax

 

(110.5)

(58.1)

Total comprehensive loss for the year

 

(81.9)

(35.0)

Attributable to

 

 

 

- Equity shareholders of the Company

 

(74.8)

(29.2)

- Non-controlling interests

 

(7.1)

(5.8)

 

Consolidated statement of financial position Consolidated statement of financial position

Year ended December 31, 2020

In $ millions

Note

December 31, 2020

December 31, 2019

Non-current assets

 

4,375.7

4,636.0

Intangible assets and goodwill

4.9

319.7

352.6

Property, plant and equipment

4.10

3,517.1

3,772.3

Financial and contract assets

4.11

408.3

417.5

Investments in associates

4.12

29.5

26.6

Derivative financial instruments

4.14

1.1

-

Other non-current assets

4.17

42.5

22.1

Deferred tax assets

4.7

57.5

44.9

Current assets

 

1,995.1

1,203.4

Inventories

4.18

247.4

229.6

Financial and contract assets

4.11

30.0

33.4

Trade and other receivables

4.19

264.0

343.6

Current income tax assets

 

21.3

14.1

Derivative financial instruments

4.14

0.4

0.3

Other current assets

4.20

35.1

23.9

Cash and cash equivalents

4.21

1,396.9

558.5

Total assets

 

6,370.8

5,839.4

 

In $ millions

 

December 31, 2020

December 31, 2019

Total equity and non-controlling interests

 

337.7

550.1

Issued capital

4.22

8.9

8.9

Share premium

4.22

380.8

380.8

Treasury shares

4.22

(30.4)

-

Retained earnings and other reserves

 

(176.9)

(4.9)

Non-controlling interests

4.23

155.3

165.3

Non-current liabilities

 

4,492.2

4,414.0

Borrowings

4.24

3,895.5

3,787.6

Derivative financial instruments

4.14

151.0

84.7

Deferred tax liabilities

4.7

269.0

263.4

Provisions

4.26

51.8

48.4

Other non-current liabilities

4.25

124.9

229.9

Current liabilities

 

1,540.9

875.3

Trade and other payables

4.28

333.7

336.1

Borrowings

4.24

934.8

302.9

Derivative financial instruments

4.14

41.0

25.2

Current income tax liabilities

4.7

24.3

20.5

Provisions

4.26

12.3

12.6

Other current liabilities

4.29

194.8

178.0

Total liabilities

 

6,033.1

5,289.3

Total equity and non-controlling interests and liabilities

 

6,370.8

5,839.4

The financial statements on pages X to Y were approved by the Board of Directors and authorized for issue on 18th March 2021 and signed on its behalf by Joseph C. Brandt President & CEO

December 31, 2019 figures were amended (see note 2.3)

 

Consolidated statement of changes in equity

In $ millions

Share capital

Share premium

Treasury shares

Currency Translation reserve

Hedging reserve

Cost of hedging reserve

Actuarial reserve

Retained earnings and other reserves

Total equity attributable to shareholders of the Company

Non-controlling interests

Total
equity

Balance as of January 1, 2019

8.9

380.8

-

(92.3)

(34.0)

-

(1.8)

233.7

495.3

185.2

680.5

Profit / (loss) for the year

-

-

-

-

-

-

-

27.7

27.7

(4.6)

23.1

Other comprehensive loss

-

-

-

(8.9)

(47.5)

-

(0.5)

-

(56.9)

(1.2)

(58.1)

Total comprehensive loss for the period

-

-

-

(8.9)

(47.5)

-

(0.5)

27.7

(29.2)

(5.8)

(35.0)

Transaction with non-controlling interests

-

-

-

-

-

-

-

-

-

(7.8)

(7.8)

Sale of non-controlling interest not resulting in a change of control

-

-

-

-

-

-

-

46.1

46.1

5.2

51.3

Employee share schemes

-

-

-

-

-

-

-

10.4

10.4

-

10.4

Dividends

-

-

-

-

-

-

-

(137.6)

(137.6)

(24.5)

(162.1)

Acquisition of and contribution received from non-controlling interest

-

-

-

-

-

-

-

-

-

12.9

12.9

Other

-

-

-

-

-

-

-

(0.2)

(0.2)

0.1

(0.1)

Balance as of December 31, 2019

8.9

380.8

-

(101.2)

(81.5)

-

(2.3)

180.1

384.8

165.3

550.1

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2020

8.9

380.8

-

(101.2)

(81.5)

-

(2.3)

180.1

384.8

165.3

550.1

Profit for the year

-

-

-

-

-

-

-

16.0

16.0

12.6

28.6

Other comprehensive loss

-

-

-

(78.0)

(11.5)

(1.5)

0.2

-

(90.8)

(19.7)

(110.5)

Total comprehensive income / (loss) for the period

-

-

-

(78.0)

(11.5)

(1.5)

0.2

16.0

(74.8)

(7.1)

(81.9)

Purchase of treasury shares

-

-

(30.4)

-

-

-

-

-

(30.4)

-

(30.4)

Employee share schemes

-

-

-

-

-

-

-

8.5

8.5

-

8.5

Contribution received from non-controlling interest

-

-

-

-

-

-

-

-

-

3.4

3.4

Transaction with non-controlling interests

-

-

-

-

-

-

-

-

-

(1.0)

(1.0)

Dividends

-

-

-

-

-

-

-

(105.7)

(105.7)

(5.4)

(111.1)

Balance as of December 31, 2020

8.9

380.8

(30.4)

(179.2)

(93.0)

(1.5)

(2.1)

98.9

182.4

155.3

337.7

 

Consolidated statement of cash flows

 

 

Years ended December 31

In $ millions

Note

2020

2019

CASH FLOW FROM OPERATING ACTIVITIES

 

 

Net profit

 

28.6

23.1

Adjustment for:

 

 

 

Amortization, depreciation and impairment expense

4.3

311.6

282.3

Change in provisions

 

(2.7)

0.2

Share of profit in associates

4.12

(12.3)

(11.1)

Realized and unrealized foreign exchange gains and losses and change in fair value of derivatives

4.6

(10.7)

10.1

Interest expenses - net

4.6

190.6

177.6

Other financial items

4.6

68.0

56.2

Income tax expense

4.7

43.7

36.3

Mexico CHP fixed margin swap

4.1

15.6

-

Change in finance lease and financial concession assets

4.1

31.7

26.4

Acquisition related items

4.5

20.2

23.2

Other items

 

12.2

10.5

Change in working capital

 

52.8

5.0

Income tax paid

 

(37.5)

(34.8)

Contribution received from associates

4.12

7.8

11.3

Net cash generated from operating activities

 

719.6

616.3

CASH FLOW FROM INVESTING ACTIVITIES

 

 

Purchase of property, plant and equipment

 

(77.0)

(102.1)

Purchase of intangibles

 

(3.8)

(1.4)

Acquisition of subsidiaries, net of cash received

 

-

(820.5)

Other investing activities

 

(24.5)

(0.9)

Net cash used in investing activities

 

(105.3)

(924.9)

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

Dividends paid

 

(105.7)

(137.6)

Purchase of treasury shares

4.22

(30.4)

-

Proceeds from borrowings

4.24

938.9

947.5

Repayment of borrowings

4.24

(323.4)

(428.2)

Debt issuance costs - net

 

(13.1)

(29.3)

Interest paid

 

(175.8)

(189.2)

Cash distribution to non-controlling interests

4.23

(18.5)

(15.0)

Dividends paid to non-controlling interest holders

4.23

(5.4)

(23.4)

Transactions with non-controlling interest holders, cash received

4.23

3.4

174.4

Transactions with non-controlling interest holders, cash paid

4.23

(57.5)

(91.5)

Other financing activities

 

(9.6)

(52.2)

Net cash generated from financing activities

 

202.9

155.5

Exchange gains on cash and cash equivalents

 

21.2

14.7

Net change in cash and cash equivalents

 

838.4

(138.4)

Cash & cash equivalents at beginning of the year

 

558.5

696.9

Cash & cash equivalents at end of the year

 

1,396.9

558.5

 

1.     General information

ContourGlobal plc (the 'Company') is a public listed company, limited by shares, domiciled in the United Kingdom and incorporated in the United Kingdom. It is the holding company for the group whose principal activities during the period were the operation of wholesale power generation businesses with thermal and renewables assets in Europe, Latin America and Africa, and its registered office is:

7th Floor
Park House
116 Park Street
London
W1K 6SS

United Kingdom

Registered number: 10982736

ContourGlobal plc is listed on the London Stock Exchange.

Basis of preparation

The consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards (IFRS) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. The consolidated financial statements have been prepared on the going concern basis under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

The financial information is presented in millions of U.S. dollars, with one decimal. Thus numbers may not sum precisely due to rounding.

The principal accounting policies applied in the preparation of the consolidated financial statements are set out in note 2.3. These policies have been consistently applied to the periods presented, unless otherwise stated.

The financial information presented is at and for the financial years ended 31 December 2020 and 31 December 2019. Financial year ends have been referred to as 31 December throughout the consolidated financial statements as this is the accounting reference date of ContourGlobal plc. Financial years are referred to as 2020 and 2019 in these consolidated financial statements.

The preparation of the IFRS financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates, as noted in the critical accounting estimates and judgements in note 2.4.

Impact of Covid-19

The Company has considered the impact of the new coronavirus ('COVID-19' or 'the virus') on the financial statements for the year ended 31 December 2020. This analysis included the potential accounting impacts under IFRS on non-financial assets, financial instruments, leases, revenue recognition, non-financial obligations, going concern and events after the reporting period.

During the year ended 31 December 2020, the Company experienced no material operational or financial impact as a result of COVID-19. Action was taken around the health of employees, critical spares and inventory to ensure continued reliability of operations. To date, the disruption in spares and supply chain has been insignificant.

The Company is not involved in the distribution of power and has limited exposure to merchant markets and energy pricing. The Company has received force majeure notices from some suppliers and commercial customers, but these have not been material and are not expected to impact future operations. In addition, the Company has not faced any significant delays in payments from off-takers as a result of the COVID-19.

The Company has also reviewed its forecasts and projections, taking into account possible changes in operating performance due to COVID-19 and possible impact on liquidity and concluded that there is a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for a period of at least 12 months. For this reason, the Group continues to adopt the going concern basis in preparing the Group financial statements.

 

2.     Summary of significant accounting policies

2.1     Application of new and revised International Financial Reporting Standards (IFRS)

The following standards and interpretations apply for the first time to financial reporting periods commencing on or after 1 January 2020:

Definition of a Business - Amendments to IFRS 3

The amended definition of a business requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term 'outputs' is amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes returns in the form of lower costs and other economic benefits.

There were no acquisitions during the year and therefore the amendment has no impact on these financial statements. Going forwards, it is expected that the amendment could likely result in more acquisitions being accounted for as asset acquisitions.

2.2   New standards and interpretations not yet mandatorily applicable

A number of additional new standards and amendments and revisions to existing standards have been published which will apply to the Group's future accounting periods. None of these are expected to have a significant impact on the consolidated results, financial position or cash flows of the Group when they are adopted.

The replacement of benchmark interest rates such as LIBOR and other interbank offered rates (IBORs) is a priority for global regulators and is expected to be largely completed in 2021. To prepare for this, the Group early adopted the Phase 1 amendments to IFRS 9 'Financial Instruments' and IFRS 7 'Financial Instruments: Disclosures' in 2019. These amendments provide relief from applying specific hedge accounting requirements to hedge relationships directly affected by IBOR reform and have the effect that the reform should generally not cause hedge accounting to terminate. There was no financial impact from the early adoption of these amendments. Further amendments (Phase 2) were issued on 27 August 2020 and the Group will apply these in 2021.

The Group has IFRS 9 designated hedge relationships that is impacted by IBOR reform including interest rate swap contracts and cross currency swap that qualifies as cash-flow hedge with a nominal value amounted to $1,213.4 million as of 31 December 2020, used to hedge a proportion of our external borrowings. These swaps reference six-month EURIBOR, three-month USD LIBOR and six-month USD LIBOR and uncertainty arising from the Group's exposure to IBOR reform will cease when these swaps matures by 2030, 2031 and 2034 respectively. The uncertainty arising from the Group's exposure to IBOR reform on the wider business will be assessed during 2021.

2.3     Summary of significant accounting policies

Principles of consolidation

The consolidated financial statements include both the assets and liabilities, and the results and cash flows, of the Group and its subsidiaries and the Group's share of the results and the Group's investments in associates.

Inter-company transactions and balances between Group companies are eliminated.

(a)  Subsidiaries

Entities over which the Group has the power to direct the relevant activities so as to affect the returns to the Group, generally through control over the financial and operating policies, are accounted for as subsidiaries. Interests acquired in subsidiaries are consolidated from the date the Group acquires control.

(b)  Associates

Where the Group has the ability to exercise significant influence over entities, generally from a shareholding of between 20% and 50% of the voting rights, they are accounted for as associates. The results and assets and liabilities of associates are incorporated into the consolidated financial statements using the equity method of accounting. The Group's investment in associates includes goodwill identified on acquisition.

The Group determines at each reporting date whether there is objective evidence that the investment in the associate is impaired. If there is evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment in the associate and its carrying value and recognizes this amount as a reduction to the amount of 'Share of profit of associates' in the consolidated statement of income.

 

Business combinations

The acquisition consideration is measured at fair value which is the aggregate of the fair values of the assets transferred, the liabilities incurred or assumed and the equity interests issued in exchange for control. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration are recognized in the consolidated statement of income. Where the consideration transferred, together with the non-controlling interest, exceeds the fair value of the net assets, liabilities and contingent liabilities acquired, the excess is recorded as goodwill. Acquisition related costs are expensed as incurred and classified as "Acquisition related items" in the consolidated statement of income.

Goodwill is capitalized as a separate item in the case of subsidiaries and as part of the cost of investment in the case of associates. Goodwill is denominated in the functional currency of the operation acquired.

Changes in ownership interests in subsidiaries without change of control

In line with IFRS 10 "Consolidated financial statements", transactions with non-controlling interests that do not result in a gain or loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners.

In the case of an acquisition of non-controlling interest that does not result in a gain of control, the difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity.

In the case of a sale of non-controlling interests that do not result in a loss of control ("sell-down"), the net cash gain on sale of these assets are recorded as an increase in the equity attributable to owners of the parent and corresponds to the difference between the consideration received for the sale of shares and of the carrying amount of non-controlling interest sold. Consistent with this approach, subsequent true-ups to earn-outs in the context of sell-down transactions are also recorded in equity. The net cash gain or loss on sell-down is presented in Adjusted EBITDA, as disclosed in the note 4.1.

Functional and presentation currency and currency translation

The assets and liabilities of foreign undertakings are translated into US dollars, the Group's presentation currency, at the year-end exchange rates. The results of foreign undertakings are translated into US dollars at the relevant average rates of exchange for the year. Foreign exchange differences arising on retranslation of opening net assets, and the difference between average exchange rates and year end exchange rates on the result for the year are recognised directly in the currency translation reserve.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized at period end exchange rates in the consolidated statement of income line which most appropriately reflects the nature of the item or transaction.

The following table summarizes the main exchange rates used for the preparation of the consolidated financial statements of ContourGlobal:

 

CLOSING RATES

 

AVERAGE RATES

 

Year ended 31st December

 

Year ended 31st December

Currency

2020

2019

 

2020

2019

EUR / USD

1.2216

1.1213

 

1.1413

1.1195

BRL / USD

0.1925

0.2481

 

0.1960

0.2540

BGN / USD

0.6246

0.5733

 

0.5835

0.5725

MXN / USD

0.0501

0.0531

 

0.0469

0.0520

Operating and reportable segments

The Group's reporting segments reflect the operating segments which are based on the organizational structure and financial information provided to the Chief Executive Officer, who represents the chief operating decision-maker ("CODM"). The Group's organizational structure reflects the different electricity generation methods, being Thermal and Renewables. A third category, Corporate & Other, primarily reflects costs for certain centralized functions including executive oversight, corporate treasury and accounting, legal, compliance, human resources, IT and facilities management and certain technical support costs that are not allocated to the segments for internal management reporting purposes.

The principal profit measure used by the CODM is "Adjusted EBITDA" as defined in note 4.1. A segmented analysis of "Adjusted EBITDA" is accordingly provided in the notes to the consolidated financial statements (see note 4.1).

 

Revenue recognition

The Group revenue is mainly generated from the following:

(i)   revenue from power sales;

(ii)  revenue from operating leases;

(iii) revenue from financial assets (concession and finance lease assets); and

(iv) other revenue such as environmental, operational and maintenance services rendered to offtakers.

Revenue from operating leases is recognised under IFRS 16, Revenue from financial assets is recognised under IFRS 16 and IFRIC 12, and Revenue from power sales and other revenue are recognised under IFRS 15.

IFRS 15, Revenues from contracts with customers, revenue recognition is based on the transfer of control, i.e. notion of control is used to determine when a good or service is transferred to the customer. In accordance with this, the Group has adopted a single comprehensive model for the accounting for revenues from contracts with customers, using a five-step approach for revenue recognition: (1) identifying the contract; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the Group satisfies a performance obligation.

Based on this recognition model, sales are recognised when goods are delivered to the customer and have been accepted by the customer, even if they have not been invoiced, or when services are rendered, and it is probable that the economic benefits associated with the transaction will flow to the entity. Revenue for the year includes the estimate of the energy supplied that has not yet been invoiced.

When determining the transaction price, the Group consider the effects of the variable consideration, the constraining estimates of variable consideration, the existence of a significant financing component in the contract, the non-cash consideration and consideration payable to a customer.

If the consideration promised in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. An amount of consideration can vary because of discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties or other similar items.

Certain of the Group power plants sell their output under Power Purchase Agreements ("PPAs") and other long-term arrangements. Under such arrangements it is usual for the Group to receive payment for the provision of electrical capacity or availability whether or not the offtaker requests the electrical output (capacity payments) and for the variable costs of production (energy payments). In such situations, revenue is recognized in respect of capacity payments as:

(a)  Service income in accordance with the contractual terms, to the extent that the capacity has been made available to the contracted offtaker during the period and / or energy produced and delivered in the period. This income is recognized as part of revenue from power sales;

(b)  Financial return on the operating financial asset where the PPA is considered to be or to contain a finance lease or where the contract is considered to be a financial asset under interpretation IFRIC 12: "Service Concession Arrangements".

(c)  Service income related to environmental, operational and maintenance services rendered to offtakers are presented as part of Other revenue.

Under finance lease arrangements, those payments which are not included within minimum lease payments are accounted for as service income (outlined in (a) above).

Energy payments under PPAs are recognized in revenue in all cases as the contracted output is delivered.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Concession arrangements

The interpretation IFRIC 12 governs accounting for concession arrangements. An arrangement within the scope of IFRIC 12 is one which involves a private sector entity (known as "an operator") constructing infrastructure used to provide a public service, or upgrading it (for example, by increasing its capacity) and operating and maintaining that infrastructure for a specified period of time.  

 

IFRIC 12 applies to public-to-private service concession arrangements if:

(a)  The "grantor" (i.e. the public sector entity - the offtaker) controls or regulates what services the operator must provide with the infrastructure, to whom it must provide them, and at what price, and

(b)  The grantor controls through ownership, beneficial entitlement or otherwise any significant residual interest in the infrastructure at the end of the term of the arrangement. Infrastructure used in a public-to-private service concession arrangement for its entire useful life (a whole of life asset) is within the scope of IFRIC 12 if the conditions in a) are met.

Under concession arrangements within the scope of IFRIC 12, which comply with the "financial asset" model requirements, the operator recognizes a contract asset, attracting revenue in consideration for the services it provides (design, construction, etc.), to the extent that it has an unconditional contractual right to receive cash or another financial asset from or at the direction of the grantor for the construction services; the grantor has little, if any, discretion to avoid payment, usually because the agreement is enforceable by law. The Group has an unconditional right to receive cash if the grantor contractually guarantees to pay the Group (a) specified or determinable amounts or (b) the shortfall, if any, between amounts received from users of the public service and specified or determinable amounts, even if payment is contingent on the Group ensuring that the infrastructure meets specified quality or efficiency requirements. This model is based on input assumptions such as budgets and cash flow forecasts. Any change in these assumptions may have a material impact on the measurement of the recoverable amount and could result in reducing the value of the asset. Such contract assets are recognized in the consolidated statement of financial position in an amount corresponding to the fair value of the infrastructure on first recognition and subsequently at amortized cost less impairment losses. The receivable is settled by means of the grantor's payments being received. The financial income calculated on the basis of the effective interest rate, equivalent to the project's internal rate of return, is reflected within the "Revenue from concession and finance lease assets" line in the note 4.2 "Revenue" to the consolidated financial statements. Cash outflows relating to the acquisition of contract assets under concession agreements are presented as part of cash flow from investing activities. Net cash inflows generated by the contract assets' operations are presented as part of cash flow from operating activities.

Under arrangements within the scope of IFRIC 12 which complies with the "intangible asset" model requirements, the operator recognizes an intangible asset in accordance with IAS 38 to the extent that it has a right to charge users of the public service. Such intangible asset is recognized in the consolidated statement of financial position at cost on first recognition and subsequently measured over its useful economic life at cost less accumulated amortization and impairment losses. Net cash inflows generated by the intangible asset's operations are presented as part of Cash Flow from operating activities.

For purchase power arrangements, revenue for service income is generally recognized as billed after excluding the portion of the payment that is allocated to cover the return on financial assets arising from service concession arrangements as described above. We have therefore not disclosed the transaction price allocated to unsatisfied contracts based as permitted by paragraph 121 of IFRS 15.

 

Share-based compensation plans

The share-based payment charge arises from the Long Term Incentive Plan (LTIP) and the Private Incentive Plan (PIP). The PIP scheme is applicable to senior executives whilst the LTIP scheme is applicable to senior executives and senior and middle management. Shares issued under the schemes vest subject to continued employment within the Group and satisfaction of the non-market performance conditions. Employees leaving prior to the vesting date will normally forfeit their rights to unvested share awards. The fair value of the awards is measured using the market value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis together with a corresponding increase in equity over the vesting period, based on the Group's estimate of the number of awards that will vest, and adjusted for the effect of non-market-based vesting conditions.

Acquisition related items

Acquisition related items include pre-acquisition costs such as various professional fees and due diligence costs, earn-outs and other related incremental costs incurred as part of completed or contemplated acquisitions.

Finance income and finance costs

Finance income primarily consists of interest income on funds invested. Finance costs primarily comprise interest expense on borrowings, unwinding of the discount/step up on financial and contract assets and provisions, interests and penalties that arise from late payments of suppliers or taxes, swap margin calls, bank charges, changes in fair value of the debt payable to non-controlling interests in our Bulgarian power plant, changes in the fair value of derivatives not qualifying for hedge accounting and unrealized & realized foreign exchange gains and losses.

 

Intangible assets and goodwill

Goodwill

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units ("CGUs"), or groups of CGUs that is expected to benefit from the synergies of the combination. Each unit or group of units represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. A CGU is determined as a group of assets at a country level using shared technology which is typically the case for Solar and Wind assets.

The reporting units (which generally correspond to power plants) or group of reporting units have been identified as its cash-generating units.

Goodwill impairment reviews are undertaken at least annually.

Intangible assets

Intangible assets include licenses, permits and project development rights when specific rights and contracts are acquired. Intangible assets separately acquired in the normal course of business are recorded at historical cost, and intangible assets acquired in a business combination are recognized at fair value at the acquisition date. When the power plant achieves its commercial operations date, the related intangible assets are amortized using the straight-line method generally over the life of the PPA or over the duration of the permits and licenses granted, generally over 15 to 20 years (excluding software). Software is amortized over 1 to 3 years.

Property, plant and equipment

Initial recognition and subsequent measurement

Property, plant and equipment are stated at historical cost, less depreciation and impairment, or at fair value if acquired in the context of a business combination. Historical cost includes an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, when the entity has a present legal or constructive obligation to do so. In the context of a business combination the fair value valuation is usually based on an income-approach based method.

Property, plant and equipment recognised as right-of-use assets under IFRS 16 are measured at cost less depreciation, impairment and adjustments to certain remeasurements of the lease liability.

Costs relating to major inspections and overhauls are capitalized and any remaining carrying amount of the cost of the previous overhaul is derecognised when new expenditure is capitalized. Minor replacements, repairs and maintenance, including planned outages to our power plants that do not improve the efficiency or extend the life of the respective asset, are expensed as incurred.

The Group capitalizes certain direct pre-construction costs associated with its power plant project development activities when it has been determined that it is more likely than not that the opportunity will result in an operating asset. Factors considered in this determination include (i) the availability of adequate funding, (ii) the likelihood that the Group will be awarded with the project or the barriers are not likely to prohibit closing the project, and (iii) there is an available market and the regulatory, environmental and infrastructure requirements are likely to be met. Capitalized pre-construction costs include initial engineering, environmental and technical feasibility studies, legal costs, permitting and licensing and direct internal staff salary and travel costs, among others. Pre-construction costs are charged to expense if a project is abandoned or if the conditions stated above are not met. Construction work in progress ("CWIP") assets are transferred out of CWIP when construction is substantially completed and the power plant achieves its commercial operations date ("COD"), at which point depreciation commences.

Borrowing costs directly attributable to construction of a qualifying assets are capitalized during the period of time that is required to complete and prepare the asset for its intended use.

 

Depreciation

Property, plant and equipment are depreciated down to their estimated residual using the straight-line method over the following estimated useful lives:

 

 

Useful lives as of December 31, 2019 and 2020

Generating plants and equipment

 

 

Lignite, coal, gas, oil, biomass power plants

12 to 30 years

 

Hydro plants and equipment

25 to 40 years

 

Wind farms

16 to 25 years

 

Tri and quad-generation combined heat power plants

15 to 20 years

 

Solar plants

14 to 20 years

Other property, plant and equipment

3 to 10 years

Useful economic lives have been updated to reflect the lives of plants from the date of acquisition by the Group.

'Generation plants and equipment' and 'Other property, plant and equipment' categories are presented respectively under 'Power plant assets' and 'Other' in note 4.10 Property, plant and equipment.

See below for depreciation policy on right-of-use assets.

The range of useful lives is due to the diversity of the assets in each category, which is partly due to acquired assets and from assets groupings.

The residual values and useful lives are reviewed at least annually taking into account a number of factors such as operational and technical risks, and risks linked to climate change (for example from emerging government policies) and if expectations differ from previous estimates, the remaining useful lives are reassessed and adjustments are made. The remaining useful lives are assessed when acquisitions are made by performing technical due diligence procedures. The remaining useful economic life of the Group's largest asset, the Maritsa East 3 power plant in Bulgaria, is approximately 9 years.

Leases

The Group applies IFRS 16 "Leases" and leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Accounting for a lease as a lessee - Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

·  fixed payments (including in-substance fixed payments), less any lease incentives receivable

·  variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date

·  amounts expected to be payable by the Group under residual value guarantees

·  the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and

·  payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

The Group is exposed to potential future increases in variable lease payments which are linked to gross revenues or based on an index or rate. No right of use assets or corresponding lease liability is recognized in respect of variable consideration leases which are linked to gross revenues. Variable lease payments that depend on gross revenues are recognized in the statement of income in the period in which the related revenue is generated.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

 

Right-of-use assets are measured at cost comprising the following:

·  the amount of the initial measurement of lease liability

·  any lease payments made at or before the commencement date less any lease incentives received

·  any initial direct costs, and

·  restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in the statement of income.

Accounting for arrangements that contain a lease as lessor - Power purchase arrangements ("PPA") and other long-term contracts may contain, or may be considered to contain, leases where the fulfilment of the arrangement is dependent on the use of a specific asset such as a power plant and the arrangement conveys to the customer the right to use that asset. Such contracts may be identified as either operating leases or finance leases.

(i)   Accounting for finance leases as lessor

Where the Group determines that the contractual provisions of a long-term PPA contain, or are, a lease and result in the offtaker assuming the principal risks and rewards of ownership of the power plant, the arrangement is a finance lease. Accordingly the assets are not reflected as PP&E and the net investment in the lease, represented by the present value of the amounts due from the lessee is recorded within financial assets as a finance lease receivable.

The capacity payments as part of the leasing arrangement are apportioned between minimum lease payments (comprising capital repayments relating to the plant and finance income) and service income. The finance income element is recognized as revenue, using a rate of return specific to the plant to give a constant rate of return on the net investment in each period. Finance income and service income are recognized in each accounting period at the fair value of the Group's performance under the contract.

(ii)  Accounting for operating leases as lessor

Where the Group determines that the contractual provisions of the long-term PPA contain, or are, a lease, and result in the Group retaining the principal risks and rewards of ownership of the power plant, the arrangement is an operating lease. For operating leases, the power plant is, or continues to be, capitalized as property, plant and equipment and depreciated over its useful economic life. Rental income from operating leases is recognized on a straight-line basis over the term of the arrangement.

Impairment of non-financial assets

Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that carrying values may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal (market value) and value in use determined using estimates of discounted future net cash flows of the asset or group of assets to which it belongs. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units).

 

 

Financial assets

Classification of financial assets

The Group classifies its financial assets in the following categories: at fair value through statement of income and at amortised costs.

(a)  Financial assets at fair value through statement of income

Financial assets have been acquired principally for the purpose of selling, or being settled, in the short term. Financial assets at fair value through statement of income are "Cash and cash equivalents" which includes restricted cash and derivatives held for trading unless they are designated as hedges.

(b)  Financial assets at amortised costs

Financial assets at amortised costs are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except those that mature greater than 12 months after the end of the reporting period, which are classified in non-current assets. The Group's Financial assets and amortised costs comprise "Trade and other receivables" and "Financial and contract assets" in the consolidated statement of financial position.

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.

Recognition and measurement

Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset).

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through income, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through income are expensed in the consolidated statement of income and other comprehensive income. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

(a)  Financial assets at fair value through statement of income

Gains or losses on financial assets at fair value through statement of income are recognised in the consolidated statement income and other comprehensive income. These are presented within finance income and finance costs respectively.

(b)  Loans and receivable

These financial assets are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, and are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in finance income or finance costs.

Impairment

The Group assesses, on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

Allowances for expected credit losses are made based on the risk of non-payment taking into account ageing, previous experience, economic conditions, existing insurance policies and forward looking data. Political risk insurance (PRI) policies are factored into this assessment due to being closely related insurance policies for which cash flows have been factored into the expected credit loss calculations (including risk of default on insurance provider) and presented on a net basis. Such allowances are measured as either 12-months expected credit losses or lifetime expected credit losses depending on changes in the credit quality of the counterparty.

While the financial assets of the Company are subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

The group has three types of financial assets that are subject to the expected credit loss model:

(1)  Trade and other receivables

(2)  Financial and contract assets

(3)  Loans

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, no impairment loss has been identified.

Derivative financial instruments and hedging activities

Derivative instruments are measured at fair value upon initial recognition in the consolidated statement of financial position and subsequently are re-measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged.

Derivative instruments are presented according to their maturity date, regardless of whether they qualify for hedge accounting under IFRS 9 (hedging instruments versus trading instruments). Derivatives are classified as a separate line item in the consolidated statement of financial position.

As part of its overall foreign exchange and interest rate risk management policy, the Group enters into various hedging transactions involving derivative instruments.

The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

In connection with the Group's hedging policy, the Group uses forward exchange contracts for currency risk management as well as foreign exchange options.

The Group also hedges particular risks associated with the cash flows of recognized assets and liabilities and highly probable forecast transactions (cash flow hedges). Notably, the Group uses interest rate swap contracts for interest rate risk management in order to hedge certain forecasted transactions and to manage its anticipated cash payments under its variable rate financing by converting a portion of its variable rate financing to a fixed rate basis through the use of interest rate swap agreements, and a cross currency swap contract for both currency and interest rate risk management.

The Group can also hedge specific risks identified such as exposure to energy spot price for example in the case of the CHP Mexico fixed margin swap which protects certain power purchase agreements against variations in the CFE tariffs.

Items qualifying as hedges

The Group formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking hedge transactions and the method used to assess hedge effectiveness. Hedging transactions are expected to be highly effective in achieving offsetting changes in cash flows and are regularly assessed to determine that they actually have been highly effective throughout the financial reporting periods for which they are implemented.

When derivative instruments qualify as hedges for accounting purposes, as defined in IFRS 9 "Financial instruments", they are accounted for as follows:

(a)  Cash flow hedges that qualify for hedge accounting

·  The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in the cash flow hedge reserve within equity and through the consolidated statement of other comprehensive income ("OCI"). The gain or loss relating to the ineffective portion is recognized immediately within the consolidated statement of income. Amounts recognized directly in OCI are reclassified to the consolidated statement of income when the hedged transaction affects the consolidated statement of income.

·  If a forecast transaction or firm commitment is no longer expected to occur, amounts previously recognized in OCI are reclassified to the consolidated statement of income as finance income or finance costs.

If a hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognized in OCI remain in accumulated OCI until the forecast transaction or firm commitment occurs, at which point they are reclassified to the consolidated statement of income.

(b)  Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included in realized and unrealized foreign exchange (losses) and gains and change in fair value of derivatives.

In connection with the Group's hedging policy, the Group uses forward exchange contracts for currency risk management as well as foreign exchange options, interest rate swap contracts for interest rate risk management in order to hedge certain forecasted transactions and to manage its anticipated cash payments under its variable rate financing by converting a portion of its variable rate financing to a fixed rate basis through the use of interest rate swap agreements, and a cross currency swap contract for both currency and interest rate risk management.

Inventories

Inventories consist primarily of power generating plant fuel, non-critical spare parts that are held by the Group for its own use and Emission quotas (see below). Inventories are stated at the lower of cost, using a first-in, first-out method, and net realizable value, which is the estimated selling price in the ordinary course of business, less applicable selling expenses.

Emission quotas

Some companies of the Group emit CO2 and have as a result obligations to buy emission quotas on the basis of local legislation. The emissions made by the companies emitting CO2 which are in excess of any allocated quotas are purchased at free market price and shown as inventories before their effective use. If emissions are higher than allocated quotas, the companies recognises an expense and respective liability for those emissions at prevailing market value. At the end of each reporting period, CO2 quotas that remain available to the companies are revalued at the lower of costs or prevailing market value.

The Group presents the quotas in Inventory which reflects the fact that the cost to purchase the quotas is part of the production cost and linked to the production output rather than the plant itself. The quotas directly contribute to revenue as the cost of quotas is billed on to the customer as a pass-through cost. The Group expects to realise the asset within twelve months after the year end.

Trade receivables

Trade receivables are recognized initially at fair value, which is usually the invoiced amount, and subsequently carried at amortized cost using the effective interest method, less provision for impairment. Details about the Group's impairment policies on financial assets and the calculation of the provision for impairment are provided on note 4.10.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and current balances with banks and similar institutions and short-term investments, all of which are readily convertible to cash and are subject to insignificant risk of changes in value and have an original maturity of three months or less. Bank overdrafts are included within current borrowings. Cash and cash equivalents also includes cash deposited on accounts to cover for short-term debt service of certain project financings and which can be drawn for short term related needs. Money market funds comprise investment in funds that are subject to an insignificant risk of changes in fair value.

Maintenance reserves held for the purpose of covering long-term major maintenance and long-term deposits kept as collateral to cover decommissioning obligations are excluded from cash and cash equivalents and included in non-current assets.

Share capital and share premium

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.

The premium received on the issue of shares in excess of the nominal value of shares is credited to the share premium account and included within shareholders' equity.

Treasury shares

At year end, the Group's treasury shares are included under "Treasury shares" in the consolidated statement of financial position and are measured at acquisition cost.

The gains and losses obtained on disposal of treasury shares are recognised in "Other reserves" in the consolidated statement of financial position. There has been no disposal of treasury shares during the years ended 31 December 2020 and 2019.

The Group buys and sells treasury shares in accordance with the prevailing law and the resolutions of the General Shareholders' Meeting. Such transactions include sale and purchase of company shares.
 

Financial liabilities

(a)  Borrowings

Borrowings are recognized initially at fair value of amounts received, net of transaction costs. Borrowings are subsequently measured at amortized cost using the effective interest method; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated statement of income over the period of the borrowings using the effective interest method.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(b)  Trade and other payables

Financial liabilities within trade and other payables are initially recognized at fair value, which is usually the invoiced amount, and subsequently carried at amortized cost using the effective interest method.

Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period.

Unless otherwise stated, carrying value approximates to fair value for all financial liabilities.

Provisions

Provisions principally relate to decommissioning, maintenance, environmental, tax and legal obligations and which are recognised when there is a present obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated.

Provisions are re-measured at each statement of financial position date and adjusted to reflect the current best estimate. Any change in present value of the estimated expenditure attributable to changes in the estimates of the cash flow or the current estimate of the discount rate used are reflected as an adjustment to the provision. The increase in the provisions due to passage of time are recognised as finance costs in the consolidated statement of income.

Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognized in the consolidated statement of income, except to the extent that it relates to items recognized in other comprehensive income. In this case, the tax is also recognized in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the countries where the Group and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty

Deferred income tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred income tax is not recognized if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

 

Restatements

The prior year comparatives have been restated in the consolidated statement of financial position and the relevant notes as follows:

(a)  Trade and other receivables have been further disaggregated into trade and other receivables and current income tax assets. The total current assets remain unchanged.

(b)  Financial and contract assets have been disaggregated into financial and contract assets non-current and financial and contract assets current. The financial and contract assets current was $22.0 million as at 1 January 2019. 

(c)  In accordance with IFRS 3 Business Combinations, the measurement period adjustments identified prior to November 25, 2020 and resulting in changes to the fair value of assets and liabilities acquired in Mexico, have also been reflected in the prior year balance sheet. Total equity and non-controlling interests has not changed as a result of this restatement. See note 3.2 for further details.

(d)  The fair value of the CHP Mexico fixed margin swap was presented in Other non-current liabilities as of December 31, 2019 for a total amount of $82.8 million. In 2020, the Group has re-reviewed the terms of the instruments and determined that they should be classified as derivatives and not as other liabilities. The fair value of the CHP Mexico fixed margin swap was reclassified in December 31, 2019 from "other financial liabilities at amortised cost" to "liabilities at fair value through profit and loss".

(e)  Debt to Maritsa non-controlling interests presented in other non-current liabilities was reclassified in December 31, 2019 from "liabilities at fair value through profit and loss" to "other financial liabilities at amortised cost" reflecting the correct and applied accounting treatment for the instrument.

 

2.4     Critical accounting estimates and judgments

The preparation of the consolidated financial statements in line with the Group's accounting policies set out in note 2.3 involves the use of judgment and/or estimation. These judgments and estimates are based on management's best knowledge of the relevant facts and circumstances, giving consideration to previous experience, and are regularly reviewed and revised as necessary. Actual results may differ from the amounts included in the consolidated financial statements. The estimates and judgments that have the most significant effect on the carrying amounts of assets and liabilities are presented below.

Critical accounting judgments

Accounting for long-term power purchase agreements and related revenue recognition

When power plants sell their output under long-term power purchase agreements ("PPA"), it is usual for the operator of the power plant to receive payment (known as a capacity payment) for the provision of electrical capacity whether or not the offtaker requests electrical output. In assessing the accounting for the PPA, there may be a degree of judgement as to whether a long-term contract to sell electrical capacity constitutes a service concession arrangement, a form of lease, or a service contract. This determination is made at the inception of the PPA, and is not required to be revisited in subsequent periods under IFRS, unless the agreement is renegotiated.

Given that the fulfilment of the PPAs is dependent on the use of a specified asset, the key judgement in determining if the PPA contains a lease is the assessment of whether the PPA conveys a right for the offtaker to obtain substantially all the power output from the asset and whether the offtaker has the right to direct the use of the asset throughout the period of use.

In assessing whether the PPA contains a service concession, the Group considers whether the arrangement (i) bears a public service obligation; (ii) has prices that are regulated by the offtaker; and (iii) the residual interest is transferred to the offtaker at an agreed value.

All other PPAs are determined to be service contracts.

Concession arrangements - For those agreements which are determined to be a concession arrangement, there are judgements as to whether the infrastructure should be accounted for as an intangible asset or a financial asset depending on the nature of the payment entitlements established in the agreement.

Concession arrangements determined to be a financial asset - The Group recognises a financial asset when demand risk is assumed by the grantor, to the extent that the contracted concession holder has an unconditional right to receive payments for the asset. The asset is recognised at the fair value of the construction services provided. The fair value is based on input assumptions such as budgets and cash flow forecasts, future costs include maintenance costs which impact the overall calculation of the estimated margin of the project. The inputs include in particular the budget for fixed and variable costs. Any change in these assumptions may have a material impact on the measurement of the recoverable amount and could result in reducing the value of the asset. The financial asset is subsequently recorded at amortized cost calculated according to the effective interest rate method. Revenue for operating and managing the asset is recorded as revenue in each period.

Leases - For those arrangements determined to be or to contain leases, further judgement is required to determine whether the arrangement is finance or operating lease. This assessment requires an evaluation of where the substantial risks and rewards of ownership reside, for example due to the existence of a bargain purchase option that would allow the offtaker to buy the asset at the end of the arrangement for a minimal price. Judgement has been applied based on the significance of the life of the asset remaining and the remaining net book value of the asset at the end of the lease term.

Assessing property, plant and equipment and intangible assets for impairment triggers

The Group's property, plant and equipment and intangible assets are reviewed for indications of impairment (an impairment "trigger"). Judgement is applied in determining whether an impairment trigger has occurred, based on both internal and external sources. External sources may include: market value declines, negative changes in technology, markets, economy, impact of climate changes or laws. Internal sources may include: obsolescence or physical damage, or worse economic performance than expected, including from adverse weather conditions for renewable plants.

The Group considers the end date of the power purchase agreements as part of the analysis and assesses if the market conditions are significantly adverse such that the expiry of the power purchase agreement indicates an impairment trigger. The Group has notably considered the ending date of the PPAs in Arrubal and Maritsa ending in July 2021 and February 2024 respectively and concluded that they do not constitute an impairment indicator considering the current economic conditions in their respective market.

In the current year, impairment triggers were noted for Brazilian wind power plants (see note 4.10).

Provisions for claims

The Group receives legal or contractual claims against it from time to time, in the normal course of business. The Group considers external and internal legal counsel opinions in order to assess the likelihood of loss and to define the defense strategy. Judgements are made as to the potential likelihood of any claim succeeding when making a provision or disclosing a contingent liability. The timeframe for resolving legal or contractual claims may be judgemental, as is the amount of possible outflow of economic benefits.

The main judgments are related to the litigations disclosed in the Note 4.32 Contingent liability, such as the Kivuwatt arbitration, and those disclosed below related to Mexico and Kosovo.

Functional currency of the assets

The Group operates in different countries and performs an analysis of the functional currency of each operating asset considering the IAS21 standard requirements. In some countries, the functional currency of the operating asset may differ from the local currency when the primary indicators (such as sales and cash inflows and expenses and cash outflows) are influenced by a currency which is not the local currency. For example, this is the case of the Peru, Rwanda and the CHP Mexico assets that have a USD functional currency despite being located in such countries due to USD being the currency that influences prices in the local market.

Cash generating units ("CGUs")

A cash generating unit ("CGU") is defined as the asset or smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. In the case of Solar and Wind assets, typically a group of assets at a country level using shared technology is identified as a CGU.

Judgments are made in allocating each reporting unit (which generally correspond to power plants) or group of reporting units to CGUs. The Group notably consider that the assessment of the independence of cash flows involves consideration of the business transactions or financing relationship between the reporting units, or how management makes decisions about continuing or disposing of the entity's assets and operations.

The definition of the CGU is critical for the purpose of assessing impairment indicators and performing impairment testing.

 

 

Regulatory changes in Mexico

Change in wheeling charges

During June 2020 the government in Mexico announced certain changes to the legado regime which would result in significant increases to wheeling fees. The Company filed an Amparo lawsuit against these changes, claiming the increases to be unconstitutional, and received an injunction suspending the application of these higher wheeling fees until final judgement (expected in 2021). Under the majority of the current PPAs in place, these increased charges would be passed through to offtakers, however, if the final judgement approves these changes to legado rights, such increases in charges would impact the cash flows generated in Mexico at the time these PPAs are renewed. The Company analyzed these potential changes to the legado rights, and, based on an external legal opinion that confirmed the changes as unconstitutional and therefore unlikely to be sustained, concluded that those changes do not constitute an indication of impairment (impairment "trigger") as per IAS 36 as of December 31, 2020. The Group will continue to monitor future changes in regulation in Mexico and the potential impact on its operations.

Amendment to permit modification

On October 2020, CRE (Energy Regulatory Commission) issued a new resolution amending the general administrative rules to modify and transfer the "Legado" Permits. This amendment included additional restrictions on including new Offtakers in the "Legado" Permits. The Resolution 1094 is expected to be used by CRE to reject the permit modifications required for expanding the Off-takers and the load points in the "Legado Permits". The Company filed an Amparo against these changes, claiming them to be unconstitutional. This new resolution could generate a delay in the interconnections expected in 2021 which would adversely impact revenue and profits. Management's judgement is that these interconnections will be completed by mid-2021.

Kosovo e Re project arbitration

On 24 May 2020, ContourGlobal Kosovo LLC ("CG Kosovo"), a wholly-owned subsidiary within the ContourGlobal Group, sent a notice of termination to the government of Kosovo (represented by the Ministry of Economy and Environment of the government of Kosovo) (the "GoK") and other publicly owned entities, namely Kosovo Energy Corporation, J.S.C., New Kosovo Electric Company J.S.C., HPE Ibër-Lepenc, J.S.C. and Operator Sistemi, Transmision Dhe Tregu - KOSTT, SH.A., under various project documents entered into with each of those entities in respect of a project whereby CG was to build a coal-fired power plant in Kosovo. The notice of termination was sent as a result of the failure of the above-mentioned entities to meet certain obligations and conditions precedent under such project documents, which prevented the project from meeting certain required milestones by its scheduled closing date and therefore meant the project could not go forward.

On 25 September 2020, CG Kosovo sent a formal written notice of dispute under the project documents seeking recovery of recovery of costs incurred to date, as anticipated and set out in the project contract document and capped a €19.7 million ($22.1 million) plus interest for late payment, to which CG Kosovo is entitled where the termination of the project is attributable to failures by GoK and/or the relevant publicly owned entities. On 19 November 2020, CG Kosovo filed a request for arbitration with ICSID. The arbitration proceedings are not expected to conclude before the end of 2021.

As of 31 December 2019, the €19.7 million ($24.0 million) in recoverable development costs were presented as Property, plant and equipment. No additional costs have been capitalised during the year ended 31 December 2020. During 2020, given the termination of the project agreements, the €19.7 million ($24 million) recoverable development costs have been de-recognised from Property, plant and equipment and recognised as a contract asset arising from a revenue arrangement in line with IFRS 15, which is presented in Other non current assets. The derecognition of PPE and subsequent recognition of revenue from the contract asset is disclosed net within the consolidated statement of income.

The recovery of this asset is likely to depend on the outcome of the arbitration proceedings and so is subject to some degree of judgement. The Group believes it will be able to demonstrate that the project failed to close for reasons attributable to the GoK and/or the relevant publicly owned companies, which is the key judgement that supports the recognition of the asset.

 

 

Critical accounting estimates

Estimation of useful lives of property, plant and equipment

Property, plant and equipment represents a significant proportion of the asset base of the Group, primarily due to power plants owned, being 55.3% (2019: 64.3%) of the Group's total assets. Estimates and assumptions made to determine their carrying value and related depreciation are significant to the Group's financial position and performance. The annual depreciation charge is determined after estimating an asset's expected useful life and its residual value at the end of its life. The useful lives and residual values of the Group's assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The Group derives useful economic lives based on experience of similar assets, including use of third party experts at the time of acquisition of assets, and these lives may exceed the period covered by contracted power purchase agreements. Emerging governmental policies relating to climate change are also considered when reviewing the appropriateness of useful economic lives. A decrease in the average useful life by one year in power plant assets would result in a decrease in the net book value by $13.8 million (2019: $10.8 million).

Recoverable amount of property, plant and equipment and intangible assets

Where an impairment trigger has been identified (see critical accounting judgements section), the Group makes significant estimates in its impairment evaluations of property, plant and equipment and intangible assets. The determination of the recoverable amount is typically the most judgmental part of an impairment evaluation.  The recoverable amount is the higher of (i) an asset's fair value less costs of disposal (market value), and (ii) value in use determined using estimates of discounted future net cash flows ("DCF") of the asset or group of assets to which it belongs.

Management applies considerable judgment in selecting several input assumptions in its DCF models, including discount rates and capacity / availability factors. These assumptions are consistent with the Group's internal budgets and forecasts for such valuations. Examples of the input assumptions that budgets and cash-flow forecasts are sensitive to include macroeconomic factors such as growth rates, inflation, exchange rates, and, in the case of renewables plants, environmental factors such as wind, solar and water resource forecast. Any changes in these assumptions may have a material impact on the measurement of the recoverable amount and could result in impairing the tested assets. See note 4.10 for further information on the impairment tests performed, and relevant sensitivity analysis.

Fair value of assets acquired and liabilities assumed in a business combination

Business combinations are recorded in accordance with IFRS 3 using the acquisition method. The Group estimates the excess purchase price in accordance with IFRS3 as the difference of the consideration paid for the acquisition (including potential contingent consideration) and the net asset of the target company at the acquisition date.

Under this method, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date.

Therefore, through a number of different approaches and with the assistance of external independent valuation experts for acquisitions as considered appropriate by management, the Group identifies what it believes is the fair value of the assets acquired and liabilities assumed at the acquisition date. These valuations involve the use of judgement and include a number of estimates. Judgement is exercised in identifying the most appropriate valuation approach which is then used to determine the allocation of fair value. The group typically uses one of the cost approach, the income approach and the market approach.

Judgement is as well exercised in identifying intangible assets, separately from the power purchase agreements and property plant and equipment.

Each of these valuation approaches involve the use of estimates in a number of areas, including the determination of cash flow projections and related discount rates, industry indices, market prices regarding replacement cost and comparable market transactions. While the Group believes that the estimates and assumptions underlying the valuation methodologies are reasonable, different assumptions could result in different fair values.

Fixed margin swap

Certain estimates are made in relation to the valuation of the fixed margin swap agreements held by CHP Mexico which protect certain power purchase agreements against variations in the CFE tariffs. The valuation of this derivative is based on a number of datapoints, which includes both factual inputs and estimates. Refer to note 4.15 for sensitivity analysis of this instrument.

3      Significant changes in the reporting period

3.1     2020 transactions

Corporate bond

See note 4.24 Borrowings for a description of the two new Corporate bond issued on December 17, 2020.

Acquisition in the United States of America and Trinidad and Tobago

On December 7th, 2020, the Group entered into an agreement to acquire a 1,502 MW portfolio of six contracted operating power plants located in the United States and Trinidad and Tobago from Western Generation Partners, LLC. The consideration for the Acquired Assets is $837.0 million on a debt free, cash free basis. The Group will assume approximately $207.3 million of existing project net debt with the Acquired Assets. The closing of the transaction was on February 18, 2021. Preliminary determination of fair value of assets acquired and liabilities assumed as at acquisition date is underway and will be disclosed in the first half of 2021 as disclosure is impracticable at this time due to the limited amount of time between closing the acquisition and the financial statements being finalised.  

3.2                          2019 transactions

Sale of non-controlling interest which did not result in a change of control

Spanish CSP portfolio

In December 2018, the Group signed an agreement to sell 49% minority interest of the Spanish CSP portfolio with Credit Suisse Energy Infrastructure Partners for an amount of €134.2 million ($150.5 million). The sale closed on 20 May 2019 and the cash received amounted to €128.4 million or $144.0 million (net of €5.8 million or $6.5 million pre-closing distribution), €51.0 million ($57.1 million) was for the sale of shares and €77.4 million ($86.9 million) was for the sale of existing shareholder loans.

In line with IFRS 10 "Consolidated financial statements", this transaction is considered as an equity transaction as it does not result in a loss of control. Therefore, the net cash gain on sale of these assets, which represented an amount of €46.3 million or $51.9 million, was recorded as an increase in the equity attributable to owners of the parent, and reflected in Adjusted EBITDA as a gain in the year ended December 31, 2019. It corresponds to the difference between the consideration received for the sale of shares (€51.0 million or $57.1 million) and of the carrying amount of non-controlling interest sold (€4.7 million or $5.2 million).

Solar portfolio acquisition - Italy

In February 2019, the Group entered into an agreement for the acquisition of Interporto, a 12.4 MW Solar Photovoltaic portfolio in northern Italy.

This transaction closed on June 11, 2019. The total consideration amounted to €28.3 million ($32.0 million) including €21.1 million ($23.9 million) for the acquisition of 100% of the shares and €7.2 million (or $8.1 million) for the repayment of shareholders loans.

The Group and Credit Suisse Energy Infrastructure Partners have a 51% and a 49% interest in the shares of the acquired entity respectively, and have paid their share of the consideration.

On a consolidated basis, had these acquisitions taken place as of 1st January 2019, the Group would have recognized 2019 consolidated revenue of $1,331.1 million and consolidated net profit of $25.5 million.

Determination of fair value of assets acquired and liabilities assumed as at acquisition date is as follows. This was finalised in the prior year and has not been subject to any adjustment.

In $ millions

Solar portfolio

Intangible assets

-

Property, plant and equipment

53.7

Other assets

4.6

Cash and cash equivalents

4.9

Total assets

63.2

Borrowings

22.1

Other liabilities

17.3

Total liabilities

39.4

Total net identifiable assets

23.9

Net purchase consideration

23.9

Goodwill

-

From the acquisition date to 31st December 2019, this acquisition contributed to consolidated revenue and net result of $3.5 million and $0.2 million respectively.

Acquisition of two CHP plants in Mexico

On 6th January 2019, the Group signed an agreement to acquire two natural gas-fired combined heat and power ('CHP') plants, together with development rights and permits for a third plant, in Mexico from Alpek. The CHP plants have a gross installed capacity of 518 MW. The transaction closed on 25 November 2019.

The total consideration amounted to $814.5 million, including $232.0 million for the shares and $582.5 million for the plants net assets.

Since December 31, 2019 the final working capital adjustment has been reduced by $1.5 million impacting the total consideration by the same amount and the preliminary determination of the fair value of assets has been updated accordingly.

On a consolidated basis, had these acquisitions taken place as of 1st January 2019, the Group would have recognized 2019 consolidated revenue of $1,568.9 million and consolidated net profit of $52.4 million.

Updated determination of fair value of assets acquired and liabilities assumed at acquisition date are:

In $ millions

Mexican CHP

Preliminary

Update

Final

Intangible assets

247.2

-

247.2

Property, plant and equipment

661.4

(37.5)

623.9

Other assets

134.7

-

134.7

Cash and cash equivalents

16.5

-

16.5

Total assets

1,059.8

(37.5)

1,022.3

Deferred tax liabilities

136.4

(36.0)

100.4

Accounts payables

582.5

-

582.5

Other liabilities

107.5

-

107.5

Total liabilities

826.4

(36.0)

790.4

Total net identifiable assets

233.4

(1.5)

231.9

Net purchase consideration

233.4

(1.5)

231.9

Goodwill

-

-

-

Since December 31, 2019, the Group has completed the purchase price allocation and updated the fair value of the assets acquired and liabilities assumed leading to the following adjustments:

·  Deferred tax liabilities have been reduced by $24.8 million due to the recognition of future tax benefits in respect of the $82.8 million fixed margin liabilities following the conclusion of work undertaken by the group's tax advisors that has confirmed that this liability is deductible under Mexican tax rules.

·  The book value of the PP&E was reduced by $37.5 million and the corresponding deferred tax liability by $11.2 million, following a final external valuation of the fair value of assets and liabilities acquired. The resulting impact on depreciation was immaterial.

Due to these measurement period adjustments, in line with IFRS 3 Business Combinations it has been necessary to present a restated 2019 balance sheet and related notes to the accounts for those balances affected.

After consideration of those measurement period adjustments, the updated fair value of assets acquired and liabilities assumed at acquisition date as of December 31, 2020 notably includes the following adjustments that have been recognized following an external independent valuation:

·  An intangible asset of $232.5 million representing the fair value of the Legado rights based on an income approach based method.

·  An increase to the book value of the PP&E of $157.2 million to reflect the fair value of these assets at acquisition based on an income approach method.

In finalising the purchase price allocation, management applied certain estimates in calculating the fair value of net assets acquired, including the rate used to discount future cash flows in calculating the value of intangible assets and PP&E. A 1% increase in the discount rate used in the valuation of the Legado rights would result in a $22.6 million decrease in the fair value of the intangible asset and a 1% increase in the discount rate used in the valuation of the property, plant and equipment would result in a $41.1 million decrease in property, plant and equipment.

From the acquisition date to 31 December 2019, this acquisition contributed to consolidated revenue and net loss of $23.4 million and $11.3 million respectively.

 

4.   Notes to the consolidated financial statements

4.1     Segment reporting

The Group's reportable segments are the operating segments overseen by distinct segment managers responsible for their performance with no aggregation of operating segments.

Thermal Energy for power generating plants operating from coal, lignite, natural gas, fuel oil and diesel. Thermal plants include Maritsa, Arrubal, Togo, Cap des Biches, KivuWatt, Energies Antilles, Energies Saint-Martin, Bonaire, Mexican CHP and our equity investees (primarily Termoemcali and Sochagota). Our thermal segment also includes plants which provide electricity and certain other services to beverage bottling companies and other industries.

Renewable Energy for power generating plants operating from renewable resources such as wind, solar and hydro in Europe and Latin America. Renewables plants include Asa Branca, Chapada I, II, III, Inka, Vorotan, Austria Portfolio 1 & 2, Spanish Concentrated Solar Power and our other European and Brazilian plants.

The Corporate & Other category primarily reflects costs for certain centralized functions including executive oversight, corporate treasury and accounting, legal, compliance, human resources, IT and facilities management and certain technical support costs that are not allocated to the segments for internal management reporting purposes.

The Group's reporting segments reflect the operating segments which are based on the organizational structure and financial information provided to the Chief Executive Officer, who represents the chief operating decision-maker ("CODM").

The CODM assesses the performance of the operating segments based on Adjusted EBITDA which is defined as profit for the year from continuing operations before income taxes, net finance costs, depreciation and amortization, acquisition related expenses, plus net cash gain or loss on sell down transactions (in addition to the entire full year profit from continuing operations for the business the sell down transaction relates to) and specific items which have been identified and material items where the accounting diverges from the cash flow and therefore does not reflect the ability of the assets to generate stable and predictable cash flows in a given period, less the Group's share of profit from non consolidated entities accounted for on the equity method, plus the Group's prorata portion of Adjusted EBITDA for such entities. In determining whether an event or transaction is adjusted, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence.

The Group as well presents the Proportionate Adjusted EBITDA which is the Adjusted EBITDA calculated on a proportionally consolidated basis based on applicable ownership percentage. The Proportionate Adjusted EBITDA as well includes the net cash gain or loss on sell down transactions as well as the underlying profit from continuing operations for the business in which the minority interest sale relates to reflecting applicable ownership percentage going forward from the date of completion of the sale of a minority interest.

The Group considers that the presentation of Adjusted EBITDA and Proportionate Adjusted EBITDA enhances the understanding of ContourGlobal's financial performance, in regards to understanding its ability to generate stable and predictable cash flows from operations. The cash gain on sell down is also included to demonstrate the ability of the Group to sell down assets at a significant premium, which is a distinct activity from operational performance of the power plants. The Group also believes Adjusted EBITDA is useful to investors because it is frequently used by security analysts, investors, ratings agencies and other interested parties to evaluate other companies in our industry and to measure the ability of companies to service their debt.

The Chief Operating Decision-Maker does not review nor is presented a segment measure of total assets and total liabilities.

All revenue is derived from external customers.

 

Geographical information

The Group also presents revenue in each of the geographical areas in which it operates as follows:

·  Europe (including our operations in Austria, Armenia, Northern Ireland, Italy, Romania, Poland, Bulgaria, Slovakia, Spain and Ukraine)

·  Latin America which includes South America (including Brazil, Peru, Colombia), Mexico and Caribbean Islands (including Dutch Antilles and French Territory)

·  Africa (including Nigeria, Togo, Senegal and Rwanda)

 

Years ended December 31

In $ millions

2020

2019

Revenue

 

 

Thermal Energy

963.3

859.7

Renewable Energy

447.4

470.6

Total revenue

1,410.7

1,330.2

 

 

 

Adjusted EBITDA

 

 

Thermal Energy

420.9

335.9

Renewable Energy

332.0

397.0

Corporate & Other (1)

(30.9)

(30.2)

Total adjusted EBITDA

722.0

702.7

 

 

 

Proportionate adjusted EBITDA

568.7

561.6

Non controlling interests (note 4.23)

153.3

141.1

Total adjusted EBITDA

722.0

702.7

 

 

 

Reconciliation to profit before income tax

 

 

Depreciation, amortization and impairment (note 4.3)

(311.6)

(282.3)

Net finance costs, foreign exchange gains and losses, and changes in fair value of derivatives (note 4.6)

(247.8)

(243.8)

Share of adjusted EBITDA in associates (2)

(19.9)

(21.7)

Share of profit in associates (note 4.12)

12.3

11.1

Acquisition related items (note 4.5)

(20.2)

(23.2)

Cash gain on sale of minority interest in assets (3)

-

(46.1)

Restructuring costs (note 4.27) (4)

(5.2)

-

Private incentive plan (5)

(6.6)

(9.1)

Mexico CHP fixed margin swap (6)

(15.6)

-

Change in finance lease and financial concession assets (7)

(31.7)

(26.4)

Other

(3.4)

(1.7)

Profit before income tax

72.3

59.4

(1)    Corporate costs correspond to selling, general and administrative expenses before depreciation and amortization of $5.3 million (December 31, 2019: $4.6 million).

(2)    Corresponds to our share of Adjusted EBITDA of plants accounted for under the equity method (Sochagota and Termoemcali) which are reviewed by our CODM as part of our Thermal Energy segment.

(3)    Represents in 2019 the cash gain on the divestment of 49% stake of our CSP Portfolio in Spain and the adjustment to the earnout calculation on the divestment of 49% stake of our Italian and Slovakian solar portfolio.

(4)    Represents redundancy and staff-related restructuring costs.

(5)    Represents the private incentive plan as described in note 4.27 share-based compensation plan of the annual accounts.

(6)    Reflects an adjustment to align the recognized earnings with the cash flows generated under the CHP Mexico fixed margin swap during the year ($15.6 million) as presented in the consolidated statement of cash flow as "Change in CHP Mexico fixed margin swap".

(7)    Reflects an adjustment to align the recognized earnings with the cash flows generated under finance lease and financial concession arrangements ($31.7 million in December 31, 2020 and $26.4 million in December 31, 2019) which is presented in the consolidated statement of cash flow as "Change in finance lease and financial concession assets". This was previously presented within Other.

 

 

Cash outflows on capital expenditure

 

Years ended December 31

In $ millions

2020

2019

Thermal Energy

27.2

48.9

Renewable Energy

47.4

49.6

Corporate & Other

2.4

3.6

Total capital expenditure

77.0

102.1

Geographical information

The geographical analysis of revenue, based on the country of origin in which the Group's operations are located, and Adjusted EBITDA is as follows:

 

Years ended December 31

In $ millions

2020

2019

Europe (1)

840.9

899.6

Latin America (2)

444.5

290.1

Africa

125.3

140.5

Total revenue

1,410.7

1,330.2

(1)    Revenue generated in 2020 in Bulgaria and Spain amounted to $406.3 million and $296.9 million respectively (December 31, 2019: $403.0 million and $351.5 million respectively).

(2)    Revenue generated in 2020 in Brazil and Mexico amounted to $142.0 million and $211.5 million respectively (December 31, 2019: $164.3 million and $23.4 million respectively).

 

Years ended December 31

In $ millions

2020

2019

Europe (1)

402.5

454.6

Latin America (2)

273.2

199.4

Africa

77.2

78.9

Corporate & Other

(30.9)

(30.2)

Total adjusted EBITDA

722.0

702.7

(1)    Adjusted EBITDA generated in 2020 in Bulgaria and Spain amounted to $121.6 million and $189.0 million respectively (December 31, 2019: $120.4 million and $193.9 million respectively). Adjusted EBITDA generated from Spain CSP sell down transaction in 2019 of $51.9 million is recorded within an intermediate holding company in Luxembourg.

(2)    Adjusted EBITDA generated in 2020 in Brazil and Mexico amounted to $94.7 million and $104.9 million respectively (December 31, 2019: $118.4 million and $10.2 million respectively).

The geographic analysis of non-current assets, excluding derivative financial instruments and deferred tax assets, based on the location of the assets, which are not presented to the CODM, is as follows:

 

Years ended December 31

In $ millions

2020

2019

Europe

2,151.1

2,148.9

Latin America

1,761.6

2,028.0

Africa

405.4

414.1

Total non-current assets

4,318.1

4,591.0

 

 

4.2   Revenue

 

Years ended 31st December

In $ millions

2020

2019

Revenue from power sales

1,191.4

1,078.8

Revenue from operating leases (1)

85.6

108.5

Revenue from concession and finance lease assets (2)

34.6

38.0

Other revenue (3)

99.1

104.9

Total revenue

1,410.7

1,330.2

Revenue from power sales and other revenue are recognised under IFRS 15 and total $1,290.5 million in December 31, 2020 (December 31, 2019: $1,183.7 million). Revenue from operating leases and revenue from concession and finance lease assets are recognised under IFRS 16 and IFRIC 12 respectively.

(1)  Revenue from operating leases mainly includes $43.2 million relating to our Solutions plants, $25.9 million relating to our Bonaire plant and $16.6 million relating to our Energie Antilles plant in December 31, 2020 (December 31, 2019: $50.9 million, $26.1 million and $31.5 million respectively)

(2)  Some of our main plants are operating under specific arrangements for which certain other accounting principles are applied as follows:

·  Our Togo, Rwanda (Kivuwatt) and Senegal (Cap des Biches) plants are operating pursuant to concession agreements that are under the scope of IFRIC 12.

·  Our Energies Saint Martin plant is operating pursuant to power purchase agreements that are considered to contain a finance lease

(3)  Other revenue primarily relates to environmental, operational and maintenance services rendered to offtakers in our Bulgaria, Togo, Rwanda and Senegal power plants and CO2 quota recharges to customers.

The Group has two customers contributing more than 10% of Group's revenue (2019: two customers).

 

Years ended December 31

 

2020

2019

Customer A

28.8%

30.3%

Customer B

9.8%

10.7%

4.3     Expenses by nature

 

Years ended 31st December

In $ millions

2020

2019

Fuel costs

270.2

227.0

Depreciation, amortization and impairment

311.6

282.3

Operation and maintenance costs

77.7

74.7

Employee costs

88.7

83.8

Emission allowance utilized (1)

153.7

151.2

Professional fees

19.1

19.7

Purchased power

29.6

52.5

Transmission charges

33.2

27.5

Operating consumables and supplies

24.4

22.4

Insurance costs

23.7

20.3

Other expenses (2)

38.4

46.6

Total cost of sales and selling, general and administrative expenses

1,070.3

1,008.0

(1)    Emission allowances utilized corresponds mainly to the costs of CO2 quotas in Maritsa which are passed through to its offtaker, and includes any write-downs to net realizable value.

(2)    Other expenses include facility costs of $12.7 million in December 31, 2020 (December 31, 2019: $13.2 million). In the current year, other expenses have been further disaggregated into transmission charges and operating consumables and supplies.

 

 

Variable lease payments amounts to $0.8 million in December 31, 2020 ($0.2 million in December 31, 2019). The future cash outflows due to variable lease payments to which the group is potentially exposed are estimated at $12 million over the next fifteen years, and are mainly related to our Brazilian wind farms.

 

Years ended 31st December

In $ millions

2020

2019

Private Incentive Plan (1)

6.6

9.1

Restructuring costs (2)

5.2

0.1

Other

7.9

5.1

Total other operating expenses

19.7

14.3

(1)    Represents the private incentive plan as described in note 4.27 share-based compensation plan of the annual accounts.

(2)    Represents redundancy and staff-related restructuring costs.

4.4     Employee costs and numbers

 

Years ended December 31

In $ millions

2020

2019

Wages and salaries

(67.8)

(63.0)

Social security costs

(14.1)

(13.5)

Share-based payments (1)

(1.9)

(1.3)

Pension and other post-retirement benefit costs

(0.9)

(0.7)

Other

(4.0)

(5.2)

Total employee costs before private incentive plan

(88.7)

(83.8)

Private incentive plan (1)

(6.6)

(9.1)

Total employee costs

(95.3)

(92.9)

Monthly average number of full-time equivalent employees

1,435

1,431

- Thermal

822

824

- Renewable

425

411

- Corporate

188

196

(1)    See note 4.27 Share-based compensation plans for a description of the private incentive plan and long term incentive plan.

4.5     Acquisition related items

 

Years ended December 31,

In $ millions

2020

2019

Acquisition costs (1)

(20.2)

(20.9)

Earn-out (2)

-

(2.3)

Acquisition related items

(20.2)

(23.2)

(1)    Acquisition costs include notably pre-acquisition costs such as due diligence costs and professional fees and other related incremental costs incurred as part of completed acquisitions or contemplated acquisitions. In 2020, costs incurred primarily related to a contemplated acquisition in the United States (subsequently completed on February 18). In 2019, costs incurred primarily related to completed acquisition of CHP assets in Mexico.

(2)    Earn-out related to adjustments to previously estimated earn-outs.

 

 

4.6     Net finance costs, foreign exchange gains and losses, and changes in fair value of derivatives

 

Years ended December 31,

In $ millions

2020

2019

Finance income

4.4

11.2

Net change in fair value of fixed margin derivative (1)

56.1

-

Net change in fair value of other derivatives (2)

14.4

(13.4)

Net realized foreign exchange differences (3)

(33.3)

7.0

Net unrealized foreign exchange differences (3)

(26.5)

(3.6)

Realized and unrealized foreign exchange gains and (losses) and change in fair value of derivatives

10.7

(10.1)

Interest expenses on borrowings

(195.0)

(188.8)

Amortization of deferred financing costs

(13.2)

(12.5)

Unwinding of discounting (4)

(15.9)

(15.9)

Other (5)

(38.8)

(27.8)

Finance costs

(262.9)

(244.9)

Net finance costs, foreign exchange gains and losses, and changes in fair value of derivatives

(247.8)

(243.8)

(1)    Net change in fair value of derivative related to the CHP Mexico fixed margin liability.

(2)    The Group recognized a profit of $5.6 million in the twelve months ended December 31, 2020 in relation to its interest rate, cross currency, financial swaps, options, foreign exchange options and forward contracts (December 31, 2019: loss of $0.4 million) and a profit of $8.8 million in the twelve months ended December 31, 2020 in relation with settled positions (December 31, 2019: loss of $13.0 million). Change in fair value of derivatives relates primarily to interest rate swaps, options and forward contracts.

(3)    Net realized foreign exchange differences include realized foreign exchange gains and losses related to conversion of foreign currency denominated cash balances recorded as fair value through profit or loss. Unrealized foreign exchange differences primarily relate to subsidiaries and loans in subsidiaries that have a functional currency different to the currency in which the loans are denominated.

(4)    Unwinding of discounting mainly effects related to Maritsa debt to non-controlling interests and other long-term liabilities in the twelve months ended December 31, 2020 and 2019.

(5)    Other mainly includes costs associated with other financing, finance costs of leases, as well as income and expenses related to interests and penalties for late payments.

4.7     Income tax expense and deferred income tax

Income tax expense

 

Years ended December 31,

In $ millions

2020

2019

Current tax

 

 

current tax expense of the year

(33.7)

(32.2)

prior year adjustment

0.9

(1.7)

Total current tax expense

(32.8)

(33.9)

Deferred tax

 

 

deferred tax expense of the year

(17.9)

(8.0)

prior year adjustment

7.0

5.6

Total Deferred tax expense

(10.9)

(2.4)

Income tax expense

(43.7)

(36.3)

The main jurisdictions contributing to the income tax expense for the year ending December 31, 2020 are i) Mexico, ii) Brazil and iii) Bulgaria.

 

 

The tax on the Group's profit before income tax differs from the theoretical amount that would arise from applying the statutory tax rate of the parent company (2020: 19%, 2019: 19%) to the results of the consolidated entities as follows:

Effective tax rate reconciliation

 

Years ended December 31,

In $ millions

2020

2019

Profit before income tax

72.3

59.4

Profit before income tax at statutory tax rate

(13.7)

(11.3)

Tax effects of:

 

 

Differences between statutory tax rate and foreign statutory

 tax rates (1)

(0.4)

9.6

Changes in unrecognized deferred tax assets (2)

(19.5)

(23.2)

Reduced rate and specific taxation regime (3)

6.2

6.9

Foreign exchange movement(4)

(3.7)

1.6

Prior year adjustment - current tax

0.9

(1.7)

Prior year adjustment - deferred tax

7.0

5.6

Permanent differences and other items (5)

(20.4)

(23.8)

Income tax expense

(43.7)

(36.3)

Effective rate of income tax

60.4%

61.1%

(1)    Includes the effect of recognizing net income of investments in associates in the profit before income tax.

(2)    Mainly relates to tax losses in Luxembourg and Brazil where deferred tax assets are not recognized.

(3)    Relates to specific tax regimes and some of the Brazilian entities being taxed by reference to revenue rather than accounting profits.

(4)    Mainly driven by difference between functional currency of statutory entities and currency used for local tax reporting and non-deductibility of foreign exchange movements in certain jurisdictions.

(5)    This category includes a number of individually immaterial items such as non-deductible group costs, withholding taxes or inflation adjustments.

Net deferred tax movement

The gross movements of net deferred income tax assets (liabilities) were as follows:

 

December 31,

In $ millions

2020

2019

Net deferred tax assets (liabilities) as of January, 1

(218.5)

(112.2)

Statement of income

(10.9)

(2.4)

Deferred tax recognized directly in other comprehensive income

27.9

(2.7)

Acquisitions

-

(139.7)

Currency translation differences and other

(9.9)

2.5

Net deferred tax assets (liabilities) as of December, 31

(211.4)

(254.5)

Restatement for finalisation of fair values on acquisition

 

36.0

Net deferred tax assets (liabilities) as of December, 31 (restated)

(211.4)

(218.5)

Including net deferred tax assets balance of:

57.5

44.9

Deferred tax liabilities balance of:

(268.9)

(263.4)

 

 

Analysis of the net deferred tax position recognized in the consolidated statement of financial position

The net deferred tax positions and their movement can be broken down as follows:

In $ millions

Tax losses

Tangible assets (1)

Intangible assets (2)

Derivative financial instruments (3)

Other (4)

Total

As of January 1, 2019

16.6

(149.6)

5.2

12.3

3.3

(112.2)

Statement of income

(2.3)

(19.3)

3.5

(2.1)

17.8

(2.4)

Other comprehensive income

-

-

-

(2.7)

-

(2.7)

Acquisitions

14.0

(52.2)

(108.0)

0.5

6.0

(139.7)

Currency translations and other

(0.2)

3.4

-

(0.3)

(0.4)

2.5

As of December 31, 2019

28.1

(217.7)

(99.4)

7.7

26.7

(254.5)

 

 

 

 

 

 

 

Restatement for finalisation of fair values on acquisition

-

(23.1)

39.5

-

19.6

36.0

As of January 1, 2020 (restated)

28.1

(240.8)

(59.9)

7.7

46.3

(218.5)

Statement of income

88.7

(95.1)

9.6

(1.4)

(12.6)

(10.9)

Other comprehensive income

-

-

(0.1)

28.0

-

27.9

Acquisitions

-

-

-

-

-

-

Currency translations and other

0.8

(13.5)

0.8

0.8

1.1

(10.0)

As of December 31, 2020

117.6

(349.4)

(49.5)

35.1

34.7

(211.4)

(1)    2019 figures are represented to show property, plant and equipment separately.

(2)    2019 figures are represented to show acquired intangible assets separately.

(3)    $25.8 million of the current year movement through other comprehensive income represents the recognition of deferred tax assets on hedging expenses in Mexico incurred in both 2020 and 2019, following the conclusion that such derivative costs should be deductible under Mexican tax rules.

(4)    This category is made up of various items, the main material items are in respect of deferred financing costs of $28.1 million (2019: $19.5 million), finance lease capitalization of -$16.0 million (2019: -$16.8 million) and Mexico fixed margin swap provision of $13.0 million (2019 restated: $24.8 million).

Analysis of the deferred tax position unrecognized in the consolidated statement of financial position

Unrecognized deferred tax assets amount to $268.2 million as of December 31, 2020 (December 31, 2019: $242.3 million) and can be broken down as follows:

 

December 31,

In $ millions

2020

2019

Unrecognized deferred tax assets on tax losses (1)

245.9

231.8

Unrecognized deferred tax assets on deductible temporary differences

22.3

10.5

Total unrecognized deferred tax assets

268.2

242.3

The total amount of deductible temporary differences and unused tax losses for which no deferred tax asset is recognized amounts to $1,067.0 million (2019: $946.9 million) and is broken down as follows:

 

December 31,

 

2020

2019

Tax losses - no deferred tax asset recognized

969.7

896.4

Deductible temporary differences - no deferred tax asset recognized

97.3

50.5

Total

1,067.0

946.9

Deferred tax assets that have not been recognized mainly relate to amounts in Luxembourg and Brazil where it is not probable that future taxable profit will be available against which the temporary differences can be utilized. The amounts unrecognised for deferred tax purposes generally do not expire with the exception of in Luxembourg.

With respect to Luxembourg, tax losses of $331.6m arising prior to 31 December 2016 can be carried forward without time limit. As from January 1, 2017, new tax losses expire after 17 years and therefore tax losses of $55.2 million, $103.5 million, $159.2 million and $87.9 million expire on December 31, 2034, 2035, 2036 and 2037, respectively.

The group accrues deferred tax liabilities for the withholding tax that will arise on the future repatriation of undistributed earnings. There are no undistributed earnings with material unrecognized temporary differences.

 

4.8     Earnings per share

 

Years ended December 31,

 

2020

2019

 

Basic

Diluted

Basic

Diluted

Profit attributable to CG plc shareholders (in $ millions)

16.0

16.0

27.7

27.7

Number of shares (in millions)

 

 

 

 

Weighted average number of shares outstanding

666.6

666.6

670.7

670.7

Potential dilutive effects related to share-based compensation

 

2.3

 

1.7

Adjusted weighted average number of shares

 

668.9

 

672.4

Profit attributable to CG plc shareholders per share (in $)

0.02

0.02

0.04

0.04

There is no dilutive impact from the Private Incentive Plan (PIP) on the earnings per share as the shares are settled in full by existing shares held by Reservoir Capital Group.

4.9     Intangible assets and goodwill

In $ millions

Goodwill

Work in
progress

Legado
rights

Permits, licenses and other project development rights

Software
and Other

Total

Cost

0.5

-

-

149.0

18.7

168.2

Accumulated amortisation and impairment

-

-

-

(37.8)

(13.0)

(50.8)

Carrying amount as of December 31, 2018

0.5

-

-

111.2

5.7

117.4

Additions

-

-

-

2.0

0.5

2.5

Disposals

-

-

-

-

(0.2)

(0.2)

Acquired through business combination

-

-

233.3

-

13.9

247.2

Currency translation differences

-

-

-

(3.3)

-

(3.3)

Reclassification

-

-

-

(0.2)

0.1

(0.1)

Amortisation charge

-

-

(1.1)

(8.2)

(1.6)

(10.9)

Closing net book amount

0.5

-

232.2

101.5

18.4

352.6

Cost

0.5

-

233.3

145.8

34.6

414.2

Accumulated amortisation and impairment

-

-

(1.1)

(44.3)

(16.1)

(61.6)

Carrying amount as of December 31, 2019

0.5

-

232.2

101.5

18.4

352.6

Additions

-

-

-

2.2

3.5

5.7

Disposals

-

-

-

-

-

-

Currency translation differences

0.1

-

-

(16.6)

-

(16.5)

Reclassification

-

1.5

-

(1.1)

3.8

4.2

Amortisation charge

-

-

(13.7)

(6.4)

(6.0)

(26.2)

Closing net book amount

0.6

1.5

218.4

79.4

19.7

319.7

Cost

0.6

1.5

233.3

122.8

40.9

399.1

Accumulated amortisation and impairment

-

-

(14.9)

(43.4)

(21.1)

(79.4)

Carrying amount as of December 31, 2020

0.6

1.5

218.4

79.4

19.7

319.7

Legado rights relates to Mexico CHP fair value of the Legado rights.

Permits, licenses and other project development rights relate to the fair value of licenses acquired from the initial developers for our wind parks in Peru and Brazil.

Assets acquired through business combination in 2019 relate to the Mexican CHP acquisition, detailed in note 3.2.

Amortisation included in 'cost of sales' in the consolidated statement of income amounted to $24.2 million in the period ended December 31, 2020 (December 31, 2019: $9.9 million) and amortization included in 'selling, general and administrative expenses' amount to $2.o million in the period ended December 31, 2020 (December 31, 2019: $1.0 million).

For the years ended December 31, 2019, and 2020, certain impairment triggering events were identified in the Brazilian wind power plants, and the related intangible assets (principally project development rights) were tested for impairment. These impairment tests did not result in any impairment (refer to note 4.10).

 

4.10 Property, plant and equipment

The power plant assets predominantly relate to wind farms, natural gas plants, fuel oil or diesel plants, coal plants, hydro plants, solar plants and other buildings.

Other assets mainly include IT equipment, furniture and fixtures, facility equipment, asset retirement obligations and vehicles, and project development costs.

Assets acquired through business combinations are explained in Note 3 Significant changes in the reporting period.

Assets held for use in operating leases as a lessor are included in note 4.32 Financial commitments and contingent liabilities.

In $ millions

Land

Power plant assets

Construction work in progress

Right of use of assets

Other

Total

Cost

68.6

5,187.1

61.5

43.7

325.8

5,686.7

Accumulated depreciation and impairment

(0.5)

(1,736.7)

-

(8.3)

(131.4)

(1,876.9)

Carrying amount as of January 1, 2020

68.1

3,450.5

61.5

35.4

194.4

3,809.8

Restatement for finalisation of fair values on acquisition (1) 

-

(37.5)

-

-

-

(37.5)

Carrying amount as of January 1, 2020 (restated)

68.1

3,413.0

61.5

35.4

194.4

3,772.3

Additions

-

17.4

59.3

4.2

9.8

90.6

Disposals

-

(5.8)

(4.6)

(1.1)

-

(11.5)

Reclassification (2) (3)

-

42.7

(36.9)

-

(30.7)

(24.9)

Currency translation differences

3.6

(20.1)

(2.4)

2.0

(7.2)

(24.1)

Depreciation charge

(0.1)

(263.1)

-

(6.0)

(16.1)

(285.3)

Closing net book amount

71.6

3,184.1

76.8

34.5

150.2

3,517.1

Cost

72.2

5,172.5

76.8

47.6

285.2

5,654.4

Accumulated depreciation and impairment

(0.6)

(1,988.5)

-

(13.1)

(135.0)

(2,137.3)

Carrying amount as of December 31, 2020

71.6

3,184.0

76.8

34.5

150.2

3,517.1

(1)    IFRS 3 remeasurement adjustment on assets acquired through business combination relate to our Mexican CHP portfolio, detailed in note 3.2.

(2)    Mainly relates to project development costs in Kosovo of €19.7 million ($22.5 million). Given the termination of the Kosovo project agreements in May 2020, the recoverable costs have been de-recognised from Property, plant and equipment and recognised as a contract asset arising from a revenue arrangement presented in line with IFRS 15 in Other non current assets.

(3)    Reclassification includes previous year's non-material reallocations between assets categories to reflect current positions.

Construction work in progress as of December 31, 2020 predominantly related to our Vorotan refurbishment project, our Austria Wind project repowering, our Mexico CHP and our Maritsa plants.

As of December 31, 2020, the Other category mainly related to $62.1 million of instruments and tools, $48.7 million of facility equipment, $29.7 million of assets retirement obligations.

Depreciation included in 'cost of sales' in the consolidated statement of income amounted to $282.0 million in the period ended December 31, 2020 (December 31, 2019: $255.1 million) and depreciation included in 'selling, general and administrative expenses' amount to $3.3 million in the period ended December 31, 2020 (December 31, 2019: $3.6 million).

In the period ended December 31, 2020, the Group capitalised $1.1 million of borrowing costs in relation to project financing.

 

 

Audited

In $ millions

Land

Power plant assets

Construction work in progress

Right of use of assets

Other

Total

Cost

68.2

4,440.8

60.6

-

333.5

4,903.1

Accumulated depreciation and impairment

(0.5)

(1,532.5)

-

-

(116.9)

(1,649.9)

Carrying amount as of January 1, 2019

67.7

2,908.3

60.6

-

216.6

3,253.1

Effect of change in accounting standard (1)

-

-

-

31.0

-

31.0

Carrying amount as of January 1, 2019 (restated)

67.7

2,908.3

60.6

31.0

216.6

3,284.1

Additions

0.1

58.5

45.0

13.2

14.6

131.4

Disposals

-

(7.9)

(4.3)

-

(2.0)

(14.2)

Reclassification

-

38.5

(40.9)

-

2.4

-

Acquired through business combination (2)

2.0

711.2

1.9

-

0.1

715.2

Effect of change in classification of contract (3)

-

42.1

-

 

-

42.1

Currency translation differences

(1.7)

(69.7)

(0.9)

(0.5)

(4.9)

(77.7)

Depreciation charge

-

(230.4)

-

(8.3)

(20.0)

(258.7)

Impairment charge (4)

-

-

-

 

(12.4)

(12.4)

Closing net book amount

68.1

3,450.5

61.5

35.4

194.4

3,809.8

Cost

68.6

5,187.1

61.5

43.7

325.8

5,686.7

Accumulated depreciation and impairment

(0.5)

(1,736.7)

-

(8.3)

(131.4)

(1,876.9)

Carrying amount as of December 31, 2019

68.1

3,450.5

61.5

35.4

194.4

3,809.8

(1)    With the implementation of IFRS 16 on 1 January 2019, right of use assets amounting to $31.0 million were recognized. The right of use assets mainly relates to office space and land.

(2)    Assets acquired through business combination relate to an additional solar portfolio and the Mexican CHP acquisitions, detailed in note 3.2.

(3)    The effect of change in classification of contract corresponds to the change in the Bonaire power purchase agreement, which resulted in the recognition of property, plant and equipment and the derecognition of a financial asset of the same value under IFRS 16.

(4)    Given the uncertainty regarding the future of this project created by the local political climate in Kosovo, an impairment trigger was identified and a charge of $12.1m was recorded as of 31 December 2019. The terms of the agreement with the Government of Kosovo ("GoK") requires, among other things, the GoK to reimburse development costs up to the value of €19.7 million ($22.1 million) in the event of certain defaults by the GoK. In 2020, this amount was subsequently derecognised from Property, plant and equipment and instead recognized as a contract asset as described in note 4.17. Development costs in excess of the reimbursement cap were impaired; other property plant and equipment were also impaired resulting in a charge of $0.3 million.

Construction work in progress as of December 31, 2019 predominantly related to our Vorotan refurbishment project, our Austria Wind project repowering, Bonaire and Maritsa plants.

Other as of December 31, 2019 mainly relate to $61.4 of facility equipment, $60.9 million of instruments and tools, $33.6 million of project development costs, $18.0 million of assets retirement obligations. Project development costs mainly relate to the Kosovo project and are not depreciated.

Depreciation included in 'cost of sales' in the consolidated statement of income amounted to $255.1 million in the period ended December 31, 2019 (December 31, 2018: $229.4 million) and depreciation included in 'selling, general and administrative expenses' amount to $3.6 million in the period ended December 31, 2019 (December 31, 2018: $0.2 million).

In period ended December 31, 2019, the Group capitalised $0.5 million borrowing costs in relation to project financing.

Impairment tests on tangible and intangible assets

For the years ended December 31, 2020 and 2019 certain triggering events were identified related to the Brazilian wind power plants primarily driven by lower performance of the assets and environmental factors impacting resource level, requiring an impairment test of the relevant assets.

The recoverable amount is determined as the higher of the value in use determined by the discounted value of future cash flows (discounted cash flow method or "DCF", determined by using cash flow projections consistent with the following year budget and the most recent forecasts prepared by management and approved by the Board) and the fair value (less costs to sell), determined on the basis of market data (comparison with the value attributed to similar assets or companies in recent transactions).

 

 

Impairment tests were performed for the year ended December 31, 2020 using the following assumptions and related sensitivity analysis:

In $ million

Net book value

Valuation approach

Discount rate

Generation

Sensitivity analysis

Brazilian wind power plants

458.2

DCF

11.46%

2,178 Gwh average

Discount rate increased by 1%

4% decrease in generation

The sensitivity calculations show that an increase by 1% of the discount rate and a 4% decrease in generation for Brazilian wind power plants assets would not have a material impact on the results of impairment tests or, therefore, on the Group's consolidated financial statements as of December 31, 2020.

There are no reasonably possible changes to the key impairment test assumptions that would result in an impairment charge.

Impairment tests were performed for the year ended December 31, 2019 over the same assets using the following assumptions and related sensitivity analysis.

In $ million

Net book value

Valuation approach

Discount rate

Generation

Sensitivity analysis

Brazilian wind power plants

607.2

DCF

10%

2,186 Gwh average

Discount rate increased by 1%
5% decrease in generation

The sensitivity calculations show that an increase by 1% of the discount rate and a 5% decrease in generation for Brazilian wind power plants assets would not have a material impact on the results of impairment tests or, therefore, on the Group's consolidated financial statements as of December 31, 2019.

There are no reasonably possible changes to the key impairment test assumptions that would result in an impairment charge.

 

4.11 Financial and contract assets

 

December 31

In $ millions

2020

2019

Contract assets - Concession arrangements (1)

416.5

425.6

Finance lease receivables (2)

15.2

18.9

Other

6.6

6.4

Total financial and contract assets

438.3

450.9

Total financial and contract assets non-current portion

408.3

417.5

Total financial and contract assets current portion

30.0

33.4

(1)    The Group operates plants in Togo, Rwanda and Senegal which are in the scope of the financial model of IFRIC 12 'Service Concession Arrangements'.

Our Togo power plant was commissioned in 2010 and is operated under a power purchase agreement with a unique offtaker, Compagnie Energie Electrique du Togo ("CEET") which has an average remaining contract life of approximately 14.8 years as of December 31, 2020 (December 31, 2019: 15.8 years). At expiration, the Togo plant, along with all equipment necessary for the operation of the plant, will be transferred to the Republic of Togo. This arrangement is accounted for as a concession arrangement and the value of the asset is recorded as a financial asset. The all-in base capacity tariff under the Togo power purchase agreement is adjusted annually for a combination of US$, Euro and local consumer price index related to the cost structure.

Our Rwanda power plant consists of the development, construction and operation of Gas Extraction Facilities ("GEF") and an associated power plant. The GEF is used to extract methane and biogas from the depths of Lake Kivu in Rwanda and deliver the gas via submerged gas transport pipelines to shore-based power production facilities totalling 26 MW of gross capacity. The PPA runs for 25 years starting on the commercial operation date and ending in 2040, date when the GEF along with all equipment necessary for the operation of the plant, will be transferred to the Republic of Rwanda.

Our Cap des Biches power plant in Senegal consists of the development, construction and operation of five engines with a flexi-cycle system technology based on waste heat recovery totalling about 86MW. A PPA integrating all the Cap des Biches requirements and agreements on price was signed for 20 years starting on the commercial operation date of the project and ending in 2036, the date when the power plant along with all equipment necessary for the operation of the plant, will be transferred to the Republic of Senegal.

(2)    Relates to finance leases where the Group acts as a lessor, and includes our Saint Martin plant in the French Territory. Saint Martin has an average remaining contract life of approximately 2.3 years as of December 31, 2020 (December 31, 2019: 3.3 years).

No losses from impairment of contracted concessional assets and finance lease receivables in the above projects were recorded during the years ended December 31, 2020 and 2019.

Net cash inflows generated by the financial assets under concession agreements amounted to $70.6 million as of December 31, 2020 (December 31, 2019: $74.7 million).

 

4.12 Investments in associates

Set out below are the associates of the Group as of December 31, 2020:

Operational plant

Country of incorporation

Ownership interests

Date of acquisition

2020

2019

Sochagota

Associate

Colombia

49.0%

49.0%

2006 and 2010

Termoemcali

Associate

Colombia

37.4%

37.4%

2010

Productora de Energia de Boyaca

Associate

Colombia

-

50.0%

2016

Evacuacion Villanueva del Rey, S.L.

Associate

Spain

39.9%

39.9%

2018

Set out below is the summarized financial information for the investments which are accounted for using the equity method (presented at 100%):

In $ millions

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Revenue

Net income

Year ended December 31, 2019

 

 

 

 

 

 

Sochagota

51.8

13.5

9.1

0.8

99.4

18.7

Termoemcali

20.5

49.1

12.6

46.6

28.2

6.5

Productora de Energia de Boyaca

0.2

-

0.1

-

-

(1.1)

Evacuacion Villanueva del Rey, S.L.

0.1

2.9

0.2

2.8

-

-

Year ended December 31, 2020

 

 

 

 

 

 

Sochagota

79.1

33.8

22.9

35.8

93.7

16.4

Termoemcali

24.4

48.4

17.0

35.9

27.8

11.5

Productora de Energia de Boyaca

-

-

-

-

-

-

Evacuacion Villanueva del Rey, S.L.

0.1

3.0

0.2

2.9

0.3

-

The reconciliation of the investments in associates for each year is as follows:

 

Years ended 31st December

In $ millions

2020

2019

Balance as of January 1,

26.6

26.6

Share of profit

12.3

11.1

Dividends

(7.8)

(11.3)

Other

(1.6)

0.2

Balance as of December 31,

29.5

26.6

4.13 Management of financial risk

The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

Interest Rate Risk

Interest rate risk arises primarily from our long-term borrowings. Interest cash flow risk arises from borrowings issued at variable rates, partially offset by cash held at variable rates. Typically for any new investments, the Group hedges variable interest risk on newly issued debt in a range of 75% to 100% of the nominal debt value. Interest rate risk is managed on an asset by asset basis through entering into interest rate swap agreements, entered into with commercial banks and other institutions. The interest rate swaps qualify as cash flow hedges. Their duration usually matches the duration of the debt instruments. Approximately 11.5% of the Group's existing external debt obligations carry variable interest rates in 2020 (2019: 19.8%) (taking into account the effect of interest rate swaps).

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. To hedge interest rate exposures, the group enters into interest rate swaps and cross currency swaps that have similar critical terms to the hedged items, such as the notional amounts, payment dates, reference rate and maturities. The group does not hedge 100% of its loans, therefore the hedged item is identified as a proportion of outstanding loans up to the notional amount of the swaps. As all critical terms matched, there is an economic relationship and the hedge ratio is established as 1:1. The group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the group uses the hypothetical derivative method to assess effectiveness.

The main sources of hedge ineffectiveness in these hedging relationships is the effect of the counterparty and the Group's own credit risk on the fair value of the interest rate swap and cross currency swap contracts, which are not reflected in the fair value of the hedged item attributable to changes in underlying rates, and the risk of over-hedging where the hedge relationship requires re-balancing. No other material sources of ineffectiveness emerged from these hedging relationships. Any hedge ineffectiveness is recognised immediately in the income statement in the period that it occurs.

The following table presents a reconciliation by risk category of the cash-flow hedge reserve and analysis of other comprehensive income in relation to hedge accounting:

 

Years ended December 31

In $ millions

2020

2019

Brought forward cash-flow hedge reserve

(86.0)

(41.3)

Interest rate and cross currency swap contracts:

 

 

Net fair value gain/(loss) on effective hedges

(40.8)

(52.9)

Amounts reclassified to Net finance cost

(0.7)

8.2

Carried forward cash-flow hedge reserve (1)

(127.5)

(86.0)

(1)    Above table show pre-tax cash flow hedge positions, including non-controlling interest. The amounts on balance sheet include $31.4 million deferred tax (2019: $3.5 million).

The debit value adjustment on the interest rate swaps and cross currency swaps in the interest rate hedge amounts to $3.7m (2019: $4.7 million). These amounts are recognised on the financial statements against the fair value of derivative (note 4.16). Aside from the IFRS 13 credit/debit risk adjustment, cash-flow hedges generated immaterial ineffectiveness in FY2020 which was recognised in the income statement through finance costs.

The following tables set out information regarding the change in value of the hedged item used in calculating hedge ineffectiveness as well as the impacts on the cash-flow hedge reserve:

In $ millions

 

 

 

 

Hedged item

Hedged exposure

Hedging instrument

Change in value of hedged item for calculating ineffectiveness

Change in value of hedging instrument for calculating ineffectiveness

As of December 31, 2019

Cash flows payable on a proportion of borrowings

Interest rate risk

Interest rate swaps

(182.4)

182.6

Cash flows payable on a proportion of borrowings

Interest rate risk and foreign currency risk

Cross currency swaps

(7.5)

7.5

As of December 31, 2020

Cash flows payable on a proportion of borrowings

Interest rate risk

Interest rate swaps

(185.8)

185.9

Cash flows payable on a proportion of borrowings

Interest rate risk and foreign currency risk

Cross currency swaps

(7.6)

7.6

Hedged cash flows are contractual such that the maturity dates on the IRS are aligned to the hedged item, except for hedged cash flows on $509m principal, with swap maturing in 2031, in relation to CHP assets in Mexico that are subject to refinancing after 2026. Refinancing for an additional five years to match the term of the swap is considered highly probable since the Group will continue to maintain significant levels of US$ debt in relation to the CHP assets in Mexico through to 2031.

These agreements involve the receipt of variable payments in exchange for fixed payments over the term of the agreements without the exchange of the underlying principal amounts. The main interest rate exposure for the Group relates to the floating rates with the TJLP, EURIBOR and LIBOR (refer to note 4.24). A change of 0.5% of those floating rates would result in an increase in interest expenses by $2.8 million in the year ended December 31, 2020 (2019: $3.7 million).

Foreign Currency Risk

Foreign exchange risk arises from various currency exposures, primarily with respect to the Euro, Brazilian Real and Bulgarian Lev. Currency risk comprises (i) transaction risk arising in the ordinary course of business, including certain financial debt denominated in a currency other than the currency of the operations; (ii) transaction risk linked to investments or mergers and acquisition; and (iii) translation risk arising on the consolidation in US dollars of the consolidated financial statements of subsidiaries with a functional currency other than the US dollar.

To mitigate foreign exchange risk, (i) most revenues and operating costs incurred in the countries where the Group operates are denominated in the functional currency of the project company, (ii) the external financial debt is mostly denominated in the currency that matches the currency of the revenue expected to be generated from the benefiting project, thereby reducing currency risk, and (iii) the Group enters into various foreign currency sale / forward and / or option transactions at a corporate level to hedge against the risk of lower distribution. Typically, the Group hedges its future distributions in Brazil through a combination of forwards and options for any new investment in the country. The analysis of financial debt by currency is presented in note 4.24.

Potential sensitivity on the post-tax profit result for the year linked to financial instruments is as follows:

·  if the US dollar had weakened/strengthened by 10% against the Euro, post-tax profit for the year ended December 31, 2020 would have been $4.7 million higher/lower (2019: $4.2 million higher/lower).

·  if the US dollar had weakened/strengthened by 10% against the Brazilian Real, post-tax profit for the year ended December 31, 2020 would have been $0.5 million higher/lower (2019: $0.8 million higher/lower).

The exposure to the Bulgarian Lev is considered remote due to the pegging mechanism of the Lev on the Euro. The exposure to the Mexican peso is limited to the Fixed margin swap derivative sensitivity as disclosed in Note 4.15. The Group hedge policy states that the exposure between US dollar and Euros will not be hedged, both currencies being considered as more stable currencies.

Commodity and electricity pricing risk

The Group's current and future cash flows are generally not impacted by changes in the prices of electricity, gas, oil and other fuel prices as most of the Group's non-renewable plants operate under long-term power purchase agreements and fuel purchase agreements and other commercial agreements such as the fixed margin swap arrangement. These agreements generally mitigate against significant fluctuations in cash flows as a result in changes in commodity prices by passing through changes in fuel prices to the offtaker.

In the particular case of the Brazilian hydro power plants, the Group hedges most of its exposure against the change in local electricity price in case of low generation. In such a case, Brazilian hydro power plants may be required to buy electricity on the market.

Credit risk

Credit risk relates to risk arising from customers, suppliers, partners, intermediaries and banks on its operating and financing activities, when such parties are unable to honour their contractual obligations. Credit risk results from a combination of payment risk, delivery risk (failure to deliver services or products) and the risk of replacing contracts in default (known as mark to market exposure - i.e. the cost of replacing the contract in conditions other than those initially agreed). The Group analyzes the credit risk for each new client prior to entering into an agreement. In addition, in order to minimize risk, the Group contracts Political Risk Insurance policies from multilateral organizations or commercial insurers which usually provide insurance against government defaults. Such policies cover project companies in Armenia, Bulgaria, Colombia, Nigeria, Rwanda, Togo, Senegal and Kosovo.

Where possible, the Group restricts exposure to any one counterparty by setting credit limits based on the credit quality as defined by Moody's and S&P and by defining the types of financial instruments which may be entered into. The minimum credit ratings the Group generally accepts from banks or financial institutions are BBB- (S&P) and Baa3 (Moody's). For offtakers, where credit ratings are CCC+ or below, the Group generally hedges its counterparty risk by contracting Political Risk Insurance.

If there is no independent rating, the Group assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.

For trade receivables, financial and contract assets, the group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.

To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets have substantially the same risk characteristics as the trade receivables for the same types of contracts.

The group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The expected loss rates are based on the payment profiles of sales over a period of 36 months before 31 December 2020 or 1 January 2020 respectively and the corresponding historical credit losses experienced within this period. In this context, the Group has taken into account available information on past events (such as customer payment behaviour), current conditions and forward-looking factors that might impact the credit risk of the Group's debtors.

Trade receivables can be due from a single customer or a few customers who will purchase all or a significant portion of a power plant's output under long-term power purchase agreements. This customer concentration may impact the Group's overall exposure to credit risk, either positively or negatively, in that the customers may be affected by changes in economic, industry or other conditions.

Ageing of trade receivables - net are analyzed below:

 

December 31

In $ millions

2020

2019

Trade receivables not overdue

68.9

89.5

Past due up to 90 days

17.3

11.4

Past due between 90 - 180 days

2.1

1.3

Past due over 180 days

19.7

16.4

Total trade receivables

108.0

118.6

As of December 31, 2020, $31.1 million (December 31, 2019: $47.4 million) of trade receivables were outstanding in connection with our Bulgarian power plant, Maritsa East 3. The trade receivables include around €14.6 million ($17.8 million) as of December 31, 2020 that are subject to an ad hoc arbitration under the arbitration rules of the United Nation Commission on International Trade Law (UNCITRAL) between Maritsa and its off-taker NEK in relation to environmental capex reimbursement that the Group considers recoverable under the terms of the PPA and signed contract amendments.

The trade receivables include an expected credit loss of $3.1 million (December 31, 2019: $2.7 million) on the Past due over 180 days category with an increase in allowance recognized in profit and loss of $0.4 million in 2020, $0.0 million in 2019.

There were immaterial credit losses and no overdue balances identified on financial and contract assets. The Group deems the associated credit risk of the trade receivables not overdue to be suitably low.

Liquidity risk

Liquidity risk arises from the Group not being able to meet its obligations. The Group mainly relies on long-term debt obligations to fund its acquisitions and construction activities with Corporate bond issued in the corporate Luxembourg holdcos and project financing arrangement at the assets level. All significant long-term financing arrangements are supported locally and covered by the cash flows expected from the power plants when operational. The Group has, to the extent available at acceptable terms, utilized non-recourse debt to fund a significant portion of the capital expenditures and investments required to construct and acquire its electric power plants and related assets.

On December 12, 2020, the Group also entered into a €120 million revolving credit facility available for general corporate purposes, maturing in November 2023, and which remains undrawn as of December 31, 2020.

A rolling cash flow forecast of the Group's liquidity requirements is prepared to confirm sufficient cash is available to meet operational needs and to comply with borrowing limits or covenants. Such forecasting takes into consideration the future debt financing strategy, covenant compliance, compliance with internal statement of financial position ratio targets and, if applicable external regulatory or legal requirements - for example, cash restrictions.

The subsidiaries are separate and distinct legal entities and, unless they have expressly guaranteed any of the holding company indebtedness, have no obligation, contingent or otherwise, to pay any amounts due pursuant to such debt or to make any funds available whether by dividends, fees, loans or other payments.

Some of the Group's subsidiaries have given guarantees on the credit facilities and outstanding debt securities of certain holding companies in the Group.
 

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period to the contractual maturity date:  

In $ millions

Less than 1 year

Between 1 and 5 years

Over 5 years

Total

810.2

1,755.6

2,425.3

4,991.1

269.4

1,521.3

2,345.0

4,135.7

Trade and other payables

336.1

-

-

336.1

25.2

54.0

30.7

109.9

IFRS 16 lease liabilities

5.3

21.2

6.8

33.3

174.2

-

-

174.2

Other non current liabilities

-

159.1

42.8

201.9

1,469.2

1,580.0

2,668.0

5,717.2

899.7

1,379.6

2,592.5

4,871.8

Trade and other payables

333.7

-

-

333.7

41.0

106.2

44.8

192.0

IFRS 16 lease liabilities

4.3

17.2

11.4

32.9

190.5

-

-

190.5

Other non current liabilities (2)

-

77.0

19.3

96.3

(1)    Borrowings represent the outstanding nominal amount (note 4.24). Short-term debt of $899.7 million as of December 31, 2020 relates to the short-term portion of long-term financing that matures within the next twelve months, that we expect to repay using cash on hand and cash received from operations.

(2)    Other current liabilities and Other non current liabilities as presented in notes 4.29 and 4.25 respectively, excluding IFRS16 lease liabilities.

The table below analyses the Group's forecasted interest to be paid into relevant maturity groupings based on the interest's maturity date:

Year ended December 31, 2019

In $ millions

Less than 1 year

Between 1
and 5 years

Over 5 years

Total

Forecast interest expense to be paid

209.3

643.2

502.9

1,355.4

 

Year ended December 31, 2020

In $ millions

Less than 1 year

Between 1
and 5 years

Over 5 years

Total

Forecast interest expense to be paid

196.0

634.3

444.6

1,274.9

The Group's forecasts and projections, taking into account reasonably possible changes in operating performance, indicate that the Group has sufficient financial resources, together with assets that are expected to generate free cash flow to the Group. As a consequence, the Group has reasonable expectation to be well placed to manage its business risks and to continue in operational existence for the foreseeable future (at least for the twelve month period from the approval date of these financial statements). Accordingly, the Group continues to adopt the going concern basis in preparing the consolidated financial statements.

Capital risk management

The Company considers its capital and reserves attributable to equity shareholders to be the Company's capital.

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern while providing adequate returns for shareholders and benefits for other stakeholders and to maintain a capital structure to optimise the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, sell assets to reduce debt or implement a share buyback programme (note 4.22). It may also increase debt provided that the funded venture provides adequate returns so that the overall capital structure remains supportable.
 

4.14 Derivative financial instruments

The Group uses interest rate swaps to manage its exposure to interest rate movements on borrowings, foreign exchange forward contracts and option contracts to mitigate currency risk, a financial swap in our Mexican CHP business to protect power purchase agreements and cross currency swap contracts in Cap des Biches project in Senegal to manage both currency and interest rate risks. The fair value of derivative financial instruments are as follows:

 

December 31,

December 31,

 

2020

2019

In $ millions

Assets

Liabilities

Assets

Liabilities

Interest rate swaps - Cash flow hedge (1)

-

120.9

-

86.0

Cross currency swaps - Cash flow hedge (2)

-

26.2

0.3

14.1

Foreign exchange forward contracts - Trading (3)

-

0.6

-

4.3

Option contracts - not in hedge relationships (4)

1.5

1.6

-

5.3

Financial swap on commodity (5)

-

0.1

-

0.2

Fixed margin swap(6)

-

42.6

-

-

Total

1.5

192.0

0.3

109.9

Less non-current portion:

 

 

 

 

Interest rate swaps - Cash flow hedge

-

92.7

-

65.9

Cross currency swaps - Cash flow hedge

-

24.2

-

14.1

Foreign exchange forward contracts - Trading

-

0.1

-

1.8

Option contracts - not in hedge relationships

1.1

-

-

2.9

Financial swap on commodity

-

0.1

-

-

Fixed margin swap

-

33.9

-

-

Total non-current portion

1.1

151.0

-

84.7

Current portion

0.4

41.0

0.3

25.2

(1)    Interest Rate swaps are used to hedge floating rate borrowings such that in effect the Group will be paying interest at a fixed rate. The decrease in LIBOR floating rates over the period to December 31, 2020 has contributed to an increase in the fair value liability of these instruments. The fair value of the interest rate swaps mostly relate to contracts in Mexico for $83.4 million (December 31, 2019: $50.7 million) maturing in November 2031, Armenia for $16.8 million (December 31, 2019: $10.2 million) maturing in November 2034 and Spain for $14.5 million (December 31, 2019: $18.7 million) maturing in June 2023. Hedge accounting is applied related to the interest rate hedged therefore recognized in the consolidated statement of income.

(2)    In 2015, the Group entered into cross currency swaps in our Cap des Biches project in Senegal. The fair value of the instruments as of December 31, 2020 amounts to $27.4 million (December 31, 2019: $14.8 million) maturing in July 2033. Credit value adjustment amounts to $1.2 million as of December 31, 2020 and $1.0 million as of December 31, 2019. Hedge accounting is applied related to the interest rate hedged and currency swap therefore recognized in the consolidated statement of income.

(3)    The Group has executed a series of offsets to protect the value, in USD terms, of the BRL-denominated expected distributions from the Brazilian portfolio, the MXN-denominated expected distributions from the Mexican portfolio, and of the COP-denominated distributions from the Colombian portfolio. The BRL-denominated 2022 distributions have been hedged using a forward exchange contract with a fair value of liability $0.1 million and maturity in December 2022 (2019: $1.8 million). The MXN-denominated distributions had been economically hedged using forward contracts that have been closed during the period ended December 31, 2020 (2019: $2.5 million). The COP-denominated distributions have been economically hedged using a forward with a fair value of liability $0.5 million maturing in January 2021. Hedge accounting is not applied to BRL/USD, MXN/USD and COP/USD foreign exchange forward contracts, change in fair value is therefore recognized in the consolidated statement of income.

(4)    The Group has executed a series of offsets to protect the value, in USD terms, of the BRL-denominated expected distributions from the Brazilian portfolio and the MXN-denominated expected distributions from the Mexican portfolio. The distributions expected in 2020 were protected against material depreciation of the BRL using option contracts which have been closed in the period ended December 31, 2020, distributions expected in 2021 have been protected against material depreciation of the BRL using option contracts with fair values of liability $1.6 million maturing in December 2021 (2019: $2.4 million and $2.9 million maturing in December 2020 and 2021 respectively). The MXN-denominated distributions were protected against material depreciation of the MXN using a new option contract in place with a fair value of asset $0.4 million maturing in November 2021. The Group entered into an option allowing the possibility to enter into an underlying swap with the objective to protect the Group against changes on the interest rates over our financing projects with a fair value of asset $1.1 million and available until May 2031.

(5)    The Group entered into a financial swap related to our Mexican CHP business to protect one purchase power agreement against the variations of the natural gas price maturing in April 2024.

(6)    CHP Mexico entered into fixed margin swap agreements with the Seller's affiliates in order to protect certain power purchase agreements against variations in the CFE tariffs (electricity prices). The cash flows hedged amount to around $45 million of annual revenue over the next 9 years. The fair value of the liability from those instruments was presented in Other non-current liabilities as of December 31, 2019 for a total amount of $82.8 million. During 2020, the Group has re-reviewed the terms of the instruments and determined that they should be classified as derivatives and not as other liabilities. However, the comparative as of December 31, 2019 has not been restated as the Group considers the change in classification to be immaterial to the users of the financial statements, in the context of the size of total non-current liabilities.

 

 

The notional principal amount of:

·  the outstanding interest rate swap contracts and cross currency swap qualified as cash-flow hedge amounted to $1,213.4 million as of December 31, 2020 (December 31, 2019: $1,231.1 million).

·  the outstanding foreign exchange forward and option contracts amounted to $161.8 million as of December 31, 2020 (December 31, 2019: $251.4 million). The new outstanding option giving the Group the possibility to enter into an underlying swap on our financing projects amounted to $200.0 million as of December 31, 2020 (December 31, 2019: nil).

·  the swap on commodity related to our Mexican CHP amounted to $3.0 million as of December 31, 2020 (December 31, 2019: $4.0 million).

The Group recognized in Finance costs net a profit in respect of changes in fair value of derivatives listed above of $61.7 million in the twelve months ended December 31, 2020 (December 31, 2019: loss $0.4 million) and a profit of $8.8 million in the twelve months period ended December 31, 2020 in relation to settled positions (December 31, 2019: loss of $13.0 million).

4.15 Fair value measurements

Fair value measurements of financial instruments are presented through the use of a three-level fair value hierarchy that prioritises the valuation techniques used in fair value calculations. The Group's policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period.

The levels in the fair value hierarchy are as follows:

·  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date.

·  Level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

·  Level 3 inputs are unobservable inputs for the asset or liability.

There were no transfers between fair value measurement levels between December 31, 2019 and December 31, 2020.

When measuring our interest rate, cross currency swaps and foreign exchange forward and option contracts at fair value on a recurring basis at both December 31, 2020 and December 31, 2019, we have measured these at level 2 in the fair value hierarchy with the exception of the fixed margin swap which are level 3. The fair value of those financial instruments is determined by using valuation techniques. These valuations techniques maximise the use of observable data where it is available and rely as little as possible on entity specific estimates.

The Group uses a market approach as part of their available valuation techniques to determine the fair value of derivatives. The market approach uses prices and other relevant information generated from market transactions.

The Group's finance department performs valuation of financial assets and liabilities required for financial reporting purposes as categorized at levels 2 and 3. The Group's only derivatives are interest rate swaps, foreign exchange forward contracts, option contracts, commodity swap contract, fixed margin swap in our Mexican CHP business and cross currency swap contracts in our Cap des Biches project in Senegal.

The change in the fair value of the fixed margin swap since December 31, 2020 of $56.1 million is driven by the movement of market inputs, in particular the USD/MXN spot exchange rate, accounting for $48.4 million of the total.

The sensitivity calculations on the CHP Mexico fixed margin swap liability show that (i) for an increase/decrease of 5% in the USD/MXN exchange rate, the fixed margin swap liability will increase/decrease by $10.9 million, (ii) for an increase/decrease of 5% in the Natural Gas cost, the fixed margin swap liability will decrease/increase by $5.7 million (iii) and for an increase/decrease of 25% in discount rates, the fixed margin swap liability will decrease/increase by $1.3 million, (iv) for an increase/decrease of 5% in the CFE tariff, the fixed margin swap liability will increase/decrease by $13.7 million.

Money market funds comprise investment in funds that are subject to an insignificant risk of changes in fair value. The fair value of money market funds is calculated by multiplying the net asset value per share by the investment held at the balance sheet date, we have measured these at level 2 in the fair value hierarchy.

 

 

4.16 Financial instruments by category

In $ millions

Financial asset category

 

As at December 31, 2019

Financial assets at amortised costs

Assets at fair value through profit and loss

Derivative used for hedging

Total net book value per balance sheet

Derivative financial instruments

-

-

0.3

0.3

Financial and contract assets

450.9

-

-

450.9

Trade and other receivables

226.3

-

-

226.3

Other non-current assets (1)

18.6

-

-

18.6

Cash and cash equivalents (2)

-

558.5

-

558.5

Total

695.8

558.5

0.3

1,254.6

 

In $ millions

Financial asset category

 

As at December 31, 2020

Financial assets at amortised costs

Assets at fair value through profit and loss

Derivative used for hedging

Total net book value per balance sheet

Derivative financial instruments

-

1.5

-

1.5

Financial and contract assets

438.3

-

-

438.3

Trade and other receivables

228.0

-

-

228.0

Other non-current assets (1)

41.1

-

-

41.1

Cash and cash equivalents (2)

-

1,396.9

-

1,396.9

Total

707.4

1,398.4

-

2,105.8

 

In $ millions

Financial liability category

 

As at December 31, 2019

Liabilities at fair value through profit and loss

Other financial liabilities at amortised cost

Derivative used for hedging

Total net book value per balance sheet

Borrowings

-

4,090.5

-

4,090.5

Derivative financial instruments

9.8

-

100.1

109.9

Trade and other payables

-

336.1

-

336.1

Other current liabilities (1)

-

144.5

-

144.5

Other non current liabilities (3)

82.8

147.1

-

229.9

Total

92.6

4,718.2

100.1

4,910.9

 

In $ millions

Financial liability category

 

As at December 31, 2020

Liabilities at fair value through profit and loss

Other financial liabilities at amortised cost

Derivative used for hedging

Total net book value per balance sheet

Borrowings

-

4,830.3

-

4,830.3

Derivative financial instruments

44.8

-

147.2

192.0

Trade and other payables

-

333.7

-

333.7

Other current liabilities (1)

-

154.6

-

154.6

Other non current liabilities

-

124.9

-

124.9

Total

44.8

5,443.5

147.2

5,635.5

(1)    These balances exclude receivables and payables balances in relation to taxes and deferred revenue balance of $5.6 million. Other current liabilities were amended by $1.5 million in December 31, 2019 following a restatement for finalisation of fair values on acquisition, refer to note 3.2 2019 transactions..

(2)    These balances include money market funds, which comprise investment in funds that are subject to an insignificant risk of changes in fair value.

(3)    Mexico CHP fixed margin liability, presented in other non current liabilities, for $82.8 million was reclassified in December 31, 2019 from "other financial liabilities at amortised costs" to "liabilities at fair value through profit and loss" after the terms of the instrument were re-reviewed during the measurement period. Debt to Maritsa non-controlling interest was reclassified in December 31, 2019 from "liabilities to fair value through profit and loss" to "other financial liabilities at amortised cost" reflecting the correct and applied accounting treatment for the instrument.

 

 

4.17 Other non-current assets

 

December 31

In $ millions

2020

2019

Kosovo receivables (1)

24.1

-

Advance to supplier (2)

1.4

3.5

Other

17.0

18.6

Total other non-current assets

42.5

22.1

(1)    Mainly relates to project development costs in Kosovo, which were presented in Property, Plant and Equipment in December 31, 2019. Given the termination of the project agreements in May 2020, the recoverable development costs have been de-recognised from Property, plant and equipment and recognised as a contract asset arising from a revenue arrangement in line with IFRS 15, which is presented in Other non current assets. The recoverability of the contract asset has been assessed under IFRS 9 and in the context of the arbitration disclosed in Note 2.4.

(2)    Advance payment to supplier relates to Vorotan EPC (engineering, procurement and construction) contract as part of the refurbishment program.

4.18 Inventories

 

December 31

In $ millions

2020

2019

Emission allowance

165.8

161.1

Spare parts

54.6

46.9

Fuel

14.8

12.9

Other

17.0

13.1

Total

252.2

234.0

Provision

(4.8)

(4.4)

Total inventories

247.4

229.6

4.19 Trade and other receivables

 

December 31

In $ millions

2020

2019

Trade receivables - gross

111.0

121.3

Accrued revenue (unbilled)

113.1

91.9

Provision for impairment of trade receivables

(3.1)

(2.7)

Trade receivables - Net

221.0

210.5

Other taxes receivables

36.0

122.4

Other receivables

7.0

10.7

Trade and other receivables

264.0

343.6

All trade and other receivables are short term and the net carrying value of trade receivables is considered a reasonable approximation of the fair value. The ageing of trade receivables - net is presented in note 4.13.

All trade and other receivables are pledged as security in relation with the Group's project financings.

The increase in accrued revenue (unbilled) is primarily related to CO2 quotas in connection with our Maritsa plant which are passed through to the offtaker and a decrease in our Arrubal plant.

The decrease in other taxes receivable is primarily related to the Mexican VAT receivable which was refunded in 2020. Other taxes receivable correspond to indirect tax receivables, mainly in our power plants in Senegal, Brazil, Italy and our Luxemburg holdcos.

4.20 Other current assets

 

December 31

In $ millions

2020

2019

Prepaid expenses

17.4

11.7

Advances to suppliers

7.9

6.3

Other

9.8

5.9

Other current assets

35.1

23.9

 

 

4.21 Cash and cash equivalents

Certain restrictions on our cash and cash equivalents have been primarily imposed by financing agreements or long term obligations. They mainly include short-term security deposits kept as collateral and debt service reserves that cover short-term repayments and which meet the definition of cash and cash equivalents. Money market funds comprise investments in funds that are subject to an insignificant risk of changes in fair value. 22.0% of our cash and cash equivalents as of December 31, 2020 is pledged as security in relation with the Group's project financings (December 31, 2019: 67.4%); cash and cash equivalents includes $117.3 million as of December 31, 2020 (December 31, 2019: $154.6 million) of cash balances relating to debt service reserves required by project finance agreements and $1,011.9 million in money market funds (December 31, 2019: $80.3 million). Additional cash held as a result of the refinancing detailed in note 4.24 Borrowings was used on January 6, 2021 to redeem the €450 million ($549.7 million) aggregate principal amount of its 3.375% senior secured notes due 2023.

4.22 Issued capital

Issued capital

Issued capital of the Company amounted to $8.9 million as at 31 December 2020, with no changes in the years ended 31 December 2019.

Allotted, authorised, called up and fully paid

Number

Nominal value

£ million

$ million

As at 31 December 2019

670,712,920

0.01

6.7

8.9

As at 31 December 2020

670,712,920

0.01

6.7

8.9

During the year the Company paid dividends of $105.7 million (2019: $137.6 million).

 

Years ended December 31

In $ millions

2020

2019

Declared during the financial year:

 

 

Final dividend for the year ended 31 December 2018: 9.4000 US cents per share

 

63.3

Three interim dividends for the year ended 31 December 2019: 11.0703 US cents per share in total

 

74.3

Final dividend for the year ended 31 December 2019: 3.6901 US cents per share

24.8

 

Interim dividends for the year ended 31 December 2020: 12.1773 US cents per share

80.9

 

Total dividends provided for or paid

105.7

137.6

Share repurchases

On 1 April 2020 ContourGlobal announced a buyback programme of up to £30 million of ContourGlobal plc ordinary shares of £0.01 each ("Shares"), to initially run from 1 April 2020 to 30 June 2020, subsequently extended to 30 September 2020 and then further extended to December 31, 2020.

During the year ended December 31, 2020, the Company repurchased 12,374,731 treasury shares at an average price of 188.4 pence per share for an aggregate amount of GBP23.4 million ($30.4 million), representing 1.85% of its share capital.

On January 11, 2021 the Company announced the continuation of the buyback programme from 11 January 2021 to 31 March 2021 for a maximum number of shares of 2,700,000, based on closing share price of 215 pence on 8 January 2021, but in any event not to exceed a cumulative amount of £30 million including the share buy backs competed in 2020.

 

 

4.23 Non-controlling interests

The tables below provide summarised financial information for each subsidiary that has non-controlling interests that are material to the group. These new disclosures were added following FRC review.

The amounts disclosed for each subsidiary are before inter-company eliminations.

In $ millions

 

Year ended December 31, 2019

Non-controlling interest

CG assets

Acc. NCI

(Loss)/Profit allocated to NCI

Dividends paid to NCI

Distribution paid to NCI

Contribution received from NCI

Proportionate adjusted EBITDA

NCI(1)

Electrobras (49%)

Chapadas I (Wind Brazil)

26.7

(4.9)

 

-

6.7

9.9

Electrobras (49%)

Chapadas II (Wind Brazil)

49.5

(1.9)

 

-

6.2

11.5

NEK (27%)

Maritsa (Bulgaria)

53.0

-

 

15.0(2)

-

32.5

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

17.4

4.1

3.6

 

-

13.4

Credit Suisse Energy Infrastructure Partners (49%)

Italy Solar

(1.5)

(7.1)

 

31.9

16.0

14.0

Credit Suisse Energy Infrastructure Partners (49%)

Spain CSP

7.5

1.1

 

48.0

144.0

44.7

Energie Burgenland and
DH Energie (38%)

Deutsch Haslau (Austria Wind)

6.8

0.2

 

-

-

1.7

Other

 

5.9

3.9

19.8

11.6

1.5

13.3

Total

 

165.3

(4.6)

23.4

106.5

174.4

141.1

(1)    Represents the non-controlling interest portion included in the Adjusted EBITDA, ie, the difference between the Adjusted EBITDA and Proportionate adjusted EBITDA.

(2)    Only reflects the payments of the Debt to NCI in our Maritsa asset disclosed in the Note 4.25 Other non current liabilities.

 

In $ millions

 

Year ended December 31, 2020

Non-controlling interest

CG assets

Acc. NCI

(Loss)/Profit allocated to NCI

Dividends paid to NCI

Distribution paid to NCI

Contribution received from NCI

Proportionate adjusted EBITDA NCI(1)

Electrobras (49%)

Chapadas I (Wind Brazil)

21.5

(2.7)

-

-

3.4

6.6

Electrobras (49%)

Chapadas II (Wind Brazil)

37.3

(1.1)

-

-

-

8.7

NEK (27%)

Maritsa (Bulgaria)

53.3

-

-

18.5(2)

-

32.8

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

13.7

4.5

-

2.6

-

11.5

Credit Suisse Energy Infrastructure Partners (49%)

Italy Solar

(4.5)

2.6

-

8.4

-

17.0

Credit Suisse Energy Infrastructure Partners (49%)

Spain CSP

20.0

4.1

-

46.2

-

61.9

Energie Burgenland and DH Energie (38%)

Deutsch Haslau (Austria Wind)

6.8

0.1

0.2

0.3

-

1.5

Other

 

7.2

5.1

5.2

-

-

13.1

Total

 

155.3

12.6

5.4

76.0

3.4

153.3

(1)    Represents the non-controlling interest portion included in the Adjusted EBITDA, ie, the difference between the Adjusted EBITDA and Proportionate adjusted EBITDA.

(2)    Only reflects the payments of the Debt to NCI in our Maritsa asset disclosed in the Note 4.25 Other non current liabilities.

 

Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations.

In $ millions

 

Year ended December 31, 2019

Non-controlling interest

CG assets

Non-current assets

Current assets

Non-current liabilities

Current liabilities

Revenue

Profit or (Loss)

Electrobras (49%)

Chapadas I (Wind Brazil)

198.9

27.6

127.5

45.9

26.7

(10.1)

Electrobras (49%)

Chapadas II (Wind Brazil)

219.9

29.1

110.6

37.1

29.2

(3.8)

NEK (27%)

Maritsa (Bulgaria)

341.7

336.1

125.2

268.2

403.0

59.6

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

274.5

39.1

171.0

70.4

76.4

15.6

Credit Suisse Energy Infrastructure Partners (49%)

Italy Solar

226.3

43.3

238.7

29.0

34.6

(12.4)

Credit Suisse Energy Infrastructure Partners (49%)

Spain CSP

1,085.7

72.7

1,072.8

66.0

167.3

6.2

Energie Burgenland and
DH Energie (38%)

Deutsch Haslau (Austria Wind)

25.0

3.5

21.8

3.3

5.1

0.7

 

In $ millions

 

Year ended December 31, 2020

Non-controlling interest

CG assets

Non-current assets

Current assets

Non-current liabilities

Current liabilities

Revenue

Profit or (Loss)

Electrobras (49%)

Chapadas I (Wind Brazil)

151.6

25.8

97.4

37.5

20.1

(5.6)

Electrobras (49%)

Chapadas II (Wind Brazil)

165.1

22.3

80.5

30.4

27.0

(2.3)

NEK (27%)

Maritsa (Bulgaria)

333.1

330.8

99.6

264.4

406.3

58.5

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

212.9

27.7

126.7

55.1

64.2

18.1

Credit Suisse Energy Infrastructure Partners (49%)

Italy Solar

225.6

39.4

237.8

30.5

40.7

5.5

Credit Suisse Energy Infrastructure Partners (49%)

Spain CSP

1,120.5

77.6

1,087.1

65.9

161.8

8.4

Energie Burgenland and
DH Energie (38%)

Deutsch Haslau (Austria Wind)

24.8

3.2

21.1

3.5

4.6

0.3

 

In $ millions

 

Year ended December 31, 2019

Non-controlling interest

CG assets

Net cash generated by operating activities

Net cash generated by investing
activities

Net cash generated by financing
activities

Electrobras (49%)

Chapadas I (Wind Brazil)

21.1

(1.4)

(8.6)

Electrobras (49%)

Chapadas II (Wind Brazil)

24.2

(1.1)

(9.7)

NEK (27%)

Maritsa (Bulgaria)

103.4

(12.7)

(75.1)

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

38.9

(6.6)

(40.4)

Credit Suisse Energy Infrastructure Partners (49%)

Italy Solar

25.5

3.7

(26.8)

Credit Suisse Energy Infrastructure Partners (49%)

Spain CSP

128.0

(6.1)

(161.0)

Energie Burgenland and DH Energie (38%)

Deutsch Haslau (Austria Wind)

4.3

-

(5.4)

 

In $ millions

 

Year ended December 31, 2020

Non-controlling interest

CG assets

Net cash generated by operating activities

Net cash generated by investing activities

Net cash generated by financing activities

Electrobras (49%)

Chapadas I (Wind Brazil)

16.5

(3.6)

(9.5)

Electrobras (49%)

Chapadas II (Wind Brazil)

17.6

(1.9)

(16.1)

NEK (27%)

Maritsa (Bulgaria)

80.2

(11.3)

(79.4)

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

43.6

(4.5)

(38.3)

Credit Suisse Energy Infrastructure Partners (49%)

Italy Solar

30.2

(0.4)

(39.7)

Credit Suisse Energy Infrastructure Partners (49%)

Spain CSP

115.4

(6.9)

(113.6)

Energie Burgenland and DH Energie (38%)

Deutsch Haslau (Austria Wind)

3.9

-

(4.2)

Considering the different natures of cash transactions with Non controlling interests ("NCI"), different categories are presented in the Consolidated statement of cash flows:

·  Cash distribution to non-controlling interests: only reflects the payments done as payment of the Debt to NCI in our Maritsa asset disclosed in the Note 4.25 Other non current liabilities.

·  Dividends paid to NCI: reflects the payments to NCI in the form of dividends payments.

·  Transactions with NCI (cash received): reflects the cash received from NCI usually in the form of capital contributions and proceeds from sell down transactions.

·  Transactions with NCI (cash paid): reflects the payments/distributions to NCI in a form other than dividends (principally as capital reduction or shareholders' loans principal and interests repayments).

·  Transactions with NCI are presented as financing activities in accordance with IAS 7.

4.24 Borrowings

Certain power plants have financed their electric power generating projects by entering into external financing arrangements which require the pledging of collateral and may include financial covenants as described below. The financing arrangements are generally non-recourse (subject to certain guarantees) and the legal obligation for repayment is limited to the borrowing entity.

The Group's principal borrowings with a nominal outstanding amount of $4,871.8 million in total as of December 31, 2020 (December 31, 2019: $4,135.7 million) primarily relate to the following:

Type of borrowing

Currency

Project Financing

Issue

Maturity

Outstanding nominal amount December 31, 2020

($ million)

Outstanding nominal amount December 31, 2019

($ million)

 

Rate

Corporate bond (1)

EUR

Corporate Indenture

2018

2023 2025

1,038.4

953.1

 

3.375%, 4.125%

Corporate bond (1)

EUR

Corporate Indenture

2020

2026 2028

867.3

-

 

2.75%, 3.125%

Loan Agreement (2)

USD

Mexican CHP

2019

2026

508.5

535.0

 

LIBOR + 2.5%

Loan Agreement

EUR

Spanish CSP

2018

2026 2038

392.5

387.7

 

Fixed 5.8% and 6.7%

Loan Agreement

EUR

Spanish CSP

2018

2036

348.4

339.3

 

3.438%

Loan agreement (3)

EUR

Solar Italy

2019

2030

215.5

214.8

 

EURIBOR 6M + 1.7%

Project bond

USD

Inka

2014

2034

173.2

179.5

 

6.0%

Loan Agreement

EUR

Spanish CSP

2009

2029

152.2

153.1

 

EURIBOR 6M + Variable

Loan Agreement

USD

Vorotan

2016

2034

121.5

128.4

 

LIBOR + 4.625%

Loan Agreement / Debentures (6)

BRL

Chapada I

2015

2032 2029

115.5

155.2

 

TJLP + 2.18% / IPCA + 8%

Loan Agreement

EUR

Maritsa

2006

2023

109.1

130.6

 

EURIBOR + 0.125%

Loan Agreement (5)

EUR

Austria Wind

2013 2020

2027 2033

105.2

71.7

 

EURIBOR 6M + 2.45% and 4.305% / EURIBOR 3M+1.95% and 4.0% / EURIBOR 6M +1.55%

Loan Agreement

EUR

Arrubal

2011

2021

98.9

128.6

 

4.9%

Loan Agreement

USD

Cap des Biches

2015

2033

96.3

101.1

 

USD-LIBOR BBA (ICE)+3.20%

Loan Agreement (4)

BRL

Chapada II

2016

2032

84.8

118.8

 

TJLP + 2.18%

Loan Agreement

USD

Togo

2008

2028

80.8

88.7

 

7.16% (Weighted average)

Loan Agreement (4)

BRL

Asa Branca

2011

2030

58.5

83.6

 

TJLP+ 1.92%

Loan Agreement

USD

KivuWatt

2011

2026

57.2

66.0

 

LIBOR plus 5.50% and mix of fixed rates

Debentures

BRL

Hydro Brazil Portfolio II

2018

2026

49.9

69.8

 

CDI +3%, 4.2%

Loan Agreement (6)

EUR

Solar Slovakia

2019

2025

44.4

49.4

 

Mix of fix and variable rates

Other Credit facilities (individually < $50 million)

Various

Various

2012-2013

2021-2034

153.7

181.3

 

Mix of fix and variable rates

Total

 

 

 

 

4,871.8

4,135.7

 

 

(1)    Corporate bond issued by ContourGlobal Power Holdings S.A. in July 2018 for €750 million dual-tranche, it includes €450 million bearing a fixed interest rate of 3.375% maturing in 2023 and €300 million bearing a fixed interest rate of 4.125% maturing in 2025. In July 2019, a new €100 million corporate bond tab was added to the €300 million tranche bearing the same fixed interest rate of 4.125% maturing also in 2025. On December 17, 2020 two new Corporate bond were issued by ContourGlobal Power Holdings S.A. for €410 million aggregate principal amount of 2.75% senior secured notes due in 2026 and €300 million aggregate principal amount of 3.125% senior secured notes due in 2028. On January 6, 2021 the Group redeemed the €450 million ($549.7 million) aggregate principal amount of its 3.375% senior secured notes due 2023.

(2)    On 25th November 2019, the Group acquired a Thermal portfolio in Mexico representing a total of 518 MW, new debt was issued at acquisition due in 2026 with an outstanding nominal of $508.5 million at 31st December 2020. The loan bears an interest rate of LIBOR +2.5% maturing in 2026.

(3)    On June 20, 2019, ContourGlobal Mediterraneo S.r.l. entered into a €196.0 million facilities agreement with Banco BPM S.p.A., Bayerische Landesbank Anstalt des öffentlichen Rechts, BNP Paribas, Italian Branch, Crédit Agricole Corporate and Investment Bank, Société Générale, Milan Branch and UBI Banca S.p.A. (the "Mediterraneo Facility"), refinancing all the existing Italian Solar Plants facilities. The Facility bears interest at EURIBOR 6-month plus 1.70% per year and matures on December 31, 2030.

(4)    Taxa de Juros de Longo Prazo ("TJLP") represents the Brazil Long Term Interest Rate, which was approximately 4.55% at December 31, 2020 (December 31, 2019: 5.57%).

(5)    On February 18, 2020, the group signed a loan agreement to refinance our Austria Wind portfolio. The new loan agreement was issued for €35.9 million bearing a rate of 6M EURIBOR + 1.55% maturing in 2033.

(6)    On January 26, 2019, the group signed a loan agreement to refinance our Solar Slovak portfolio. The new loan agreement was issued for €51.1 million bearing a mix of fix rate of 0.161% + 1.4% with a variable part bearing a rate of EURIBOR 6M +1.4% maturing in 2025.

With the exception of our corporate bond and revolving credit facility, all external borrowings relate to project financing. Such project financing are generally non-recourse (subject to certain guarantees).

The carrying amounts of the Group's borrowings are denominated in the following currencies:

 

Years ended December 31

In $ millions

2020

2019

US Dollars

1,056.1

1,099.5

Euros (1)

3,382.2

2,442.5

Brazilian Reals

392.0

548.5

Total

4,830.3

4,090.5

Non-current borrowings

3,895.5

3,787.6

Current borrowings

934.8

302.9

Total

4,830.3

4,090.5

(1)    €450 million corporate bond maturing in 2023 ($549.7 million) shown as current as a result of the refinancing in December 2020 which resulted in a commitment to repay these bonds in January 2021.

The carrying amounts and fair value of the current and non-current borrowings are as follows:

 

Carrying amount

Fair Value

 

Years ended December 31,

Years ended December 31,

In $ millions

2020

2019

2020

2019

Credit facilities

2,720.2

2,909.1

2,817.9

3,005.3

Bonds

2,110.1

1,181.4

2,191.3

1,274.4

Total

4,830.3

4,090.5

5,009.2

4,279.7

Net debt as of December 31, 2020 and 2019 is as follows:

 

Years ended December 31

In $ millions

2020

2019

Cash and cash equivalents

1,396.9

558.5

Borrowings - repayable within one year

(899.7)

(269.4)

Borrowings - repayable after one year

(3,972.1)

(3,866.3)

Interests payable, deferred financing costs and other

41.5

45.2

IFRS 16 liabilities

(32.9)

(33.3)

Net debt

(3,466.3)

(3,565.3)

 

 

 

Cash and cash equivalents

1,396.9

558.5

Borrowings - fixed interest rates (1)

(4,306.6)

(3,386.3)

Borrowings - variable interest rates

(565.2)

(749.4)

Interests payable, deferred financing costs and other

41.5

45.2

IFRS 16 liabilities

(32.9)

(33.3)

Net debt

(3,466.3)

(3,565.3)

(1)    Borrowings with fixed interest rates taking into account the effect of interest rate swaps.

IFRS 16 lease liabilities were previously not included within the above reconciliation and has been restated accordingly.

 

 

In $ millions

Cash and cash equivalents

Borrowings

IFRS 16 liabilities

Total net debt

As of January 1, 2019

697.0

(3,560.1)

(27.5)

(2,890.6)

Cash-flows

(174.6)

-

-

(174.6)

Acquisitions / disposals

21.4

(22.0)

-

(0.6)

Proceeds of borrowings

-

(947.5)

-

(947.5)

Repayments of borrowings

-

428.2

-

428.2

Currency translations differences and other (1)

14.7

10.9

-

25.6

IFRS 16 liabilities net movement (3)

-

-

(5.8)

(5.8)

As of December 31, 2019

558.5

(4,090.5)

(33.3)

(3,565.3)

Cash-flows

810.6

-

-

810.6

Acquisitions / disposals

-

-

-

-

Proceeds of borrowings

-

(938.9)

-

(938.9)

Repayments of borrowings

-

323.4

 

323.4

Repayments of borrowings and interests to NCI(2)

-

49.5

-

49.5

Currency translations differences and other

27.8

(173.8)

-

(146.0)

IFRS 16 liabilities net movement (3)

-

-

0.4

0.4

As of December 31, 2020

1,396.9

(4,830.3)

(32.9)

(3,466.3)

(1)    Includes $48 million repayment of shareholders loans principal and interests with NCI presented in the consolidated statement of cash flows on the line "Transactions with non-controlling interest holders, cash paid" related to CSP Spain (note 4.23).

(2)    Refers to repayment of shareholders loans principal and interests with NCI included in the consolidated statement of cash flows on the line "Transactions with non-controlling interest holders, cash paid" related to CSP Spain (note 4.23).

(3)    IFRS 16 liabilities net movement includes -$3.6 million lease additions (2019: -$13.1 million), $6.8 million lease payments (2019: $7.8 million) and -$2.8 million currency translation adjustment (2019: -$0.5 million). IFRS 16 lease liabilities were previously not included within the above reconciliation and has been restated accordingly.

Debt Covenants and restrictions

The group's borrowing facilities are subject to a variety of financial and non financial covenants. The most significant financial covenants include Debt service coverage ratio; Leverage ratio; Debt to equity ratio; Equity to assets ratio; Loan life coverage ratio and decreasing senior debt to total debt ratio.

Non-financial covenants include the requirement to maintain proper insurance coverage, enter into hedging agreements, maintain certain cash reserves, restrictions on dispositions, scope of the business, and mergers and acquisitions.

These covenants are monitored appropriately to ensure that the contractual conditions are met.

A technical breach in a minor condition regarding the number of authorised offshore bank accounts has been identified in relation to the financing of our Cap des Biches asset. The Company has performed a technical analysis and concluded that it has an unconditional right to defer payment for at least 12 months and hence $96.3 million of debt is presented as non current in line with the contracted repayment schedule.   

Securities given

Corporate bond and Revolving Credit Facility at CG Power Holdings level are secured by pledges of shares of certain subsidiaries (ContourGlobal LLC, ContourGlobal Spain Holding Sàrl, ContourGlobal Bulgaria Holding Sàrl, ContourGlobal Latam Holding Sàrl, ContourGlobal Hummingbird UK Holdco I Limited, ContourGlobal Hummingbird US Holdco Inc., ContourGlobal Terra Holdings Sàrl and ContourGlobal Worldwide Holdings Sàrl), and guarantees from ContourGlobal plc, and the above subsidiaries.
 

Project financing

Facility

Maturity

Security / Guarantee given

CSP Spain (excluding Alvarado)

Long Term Facility

2036

First ranking security interest in the shares of all the entities in the borrower group plus pledge of receivables and project accounts . Assignment of insurances.

CSP Spain Alvarado

Long Term Facility

2029

First ranking security interest in the shares of the borrower group plus pledge of project accounts. Assignment of rights under project contracts.

 

Inka

Senior secured notes

2034

Pledge of shares of Energia Eolica SA, EESA assets, accounts, assignment of receivables of the project contracts and insurances.

Inka

Letter of Credit Agreement

2021

$8.5m ContourGlobal Plc guarantee to Credit Suisse.

Chapada I

Long Term Facility

2032

Pledge of shares of Chapada I SPVs and Holding, SPVs assets, accounts, assignment of receivables of the project contracts and insurances.

Arrubal

Arrubal Term Loan

2021

Pledge of (i) the shares of CG La Rioja, (ii) project accounts, (iii) insurance policies, (iv) receivables on project documents (PPA, Operations & Maintenance, Gas Supply Agreement…), (v) mortgage over the power station and industrial items.

Maritsa

Credit Facility

2023

Pledge of the shares, any dividends on the pledged shares and the entire commercial enterprise of ME-3, including the receivables from the ME-3 PPA.

Vorotan

Long Term Facility

2034

Pledge of shares of ContourGlobal HydroCascade CSJC assets and project accounts, assignment of receivables arising from the project contracts and insurances.

Chapada II

Long Term Facility

2032

Pledge of shares of Chapada II SPVs and Holding, SPVs assets, accounts, assignment of receivables of the project contracts and insurances.

Cap des Biches

Credit Facility

2033

Pledge over CG Senegal and CG Cap des Biches Sénégal shares, pledge over the project accounts, charge over the assets of CG Cap des Biches Sénégal, assignment of receivables of CG Cap des Biches Sénégal and the insurance policies, direct agreement on the project contracts.

Togo

Loan agreement

2028

ContourGlobal Plc guarantee on cash shortfall for Debt service, and (i) a pledge of CG Togo LLC and CG Togo SA capital stock, (ii) a charge on equipment, material and assets of CG Togo SA, (iii) the assignment of receivables of CG Togo SA, (iv) the assignment of insurance policies, and (v) a pledge on the project accounts.

Asa Branca

Credit facility

2030

Pledge of shares of Asa Branca Holding SA, pledge of the receivables under the Asa Branca PPA, pledge on certain project accounts,  mortgage of assets of the Asa Branca Windfarm Complex, assignment of credit rights under project contracts (EPC, land leases, O&M...).

Energie Europe Wind & Solar

Credit Facilities

2025-30

Pledge of the shares, assets, cash accounts and receivables.

Kivuwatt

Financing Arrangement

2026

Secured by, among others, (i) KivuWatt Holdings' pledge of all of the shares of KivuWatt held by KivuWatt Holdings, (ii) certain of KivuWatt's bank accounts and (iii) KivuWatt's movable and immovable assets.

ContourGlobal Plc $1.2 million guarantee for the benefit of KivuWatt under the PPA and Gas

Concession to the Government of Rwanda and to Electrogaz (outside of the loan guarantee).

$8.5million UK Plc guarantee to cover DSRA as of December 31,2019.

Hydro Brazil Portfolio II and Solutions Brazil

Debentures

2026

First ranking security interest in the shares of all the entities in the borrower group (ex-minorities) plus pledge of receivables.

ContourGlobal plc BRL 60 million guarantee to cover Brasil hydro injunctions risk on ContourGlobal do Brasil Participaçoes SA

Sunburn

Letter of Credit Agreement

2021

On December 22, 2010, a €1.2 million letter of credit facility was entered into to fund obligations under the debt service reserve account (in accordance with the Saint Martin loan agreement). This letter of credit expires in June 2021. No amounts have been recognized in relation to letter of credit in either period.

Chapada III

Long Term Facility

2032

Pledge of shares of Chapada III SPVs and Holding, SPVs assets, accounts, assignment of receivables of the project contracts and insurances.

Corporate guarantee from ContourGlobal do Brazil Holding Ltda until Financial Completion.

Mexican CHP

Long Term Facility

2026

Pledge of the CGA I and CELCSA shares, assets and accounts, assignment of receivables and insurance policies.

 

 

4.25 Other non-current liabilities

 

December 31

In $ millions

2020

2019

Debt to non-controlling interest (1)

28.6

58.1

Deferred payments on acquisitions (2)

33.5

38.0

Fixed margin liability (3)

-

82.8

IFRS 16 lease liabilities

28.6

28.0

Other (4)

34.2

23.0

Total other non-current liabilities

124.9

229.9

(1)    Debt to non-controlling interests: in 2011, the Group purchased a 73% interest in the Maritsa power plant. NEK owns the remaining 27% of the Maritsa power plant. The shareholders' agreement states that all distributable results available should be distributed to their shareholders, with no unconditional right to avoid dividends. Consequently and in accordance with IAS 32 'Financial Instruments: presentation', shares held by NEK do not qualify as equity instruments and are recorded as a liability to non-controlling interests in the Group's consolidated statement of financial position. The debt to non-controlling interests was recorded at fair value at the date of acquisition (in accordance with IFRS 3) using a discounted cash flow method based on management's best estimate at that date of the future distributable profits to the minority shareholder NEK over the period of the PPA. This debt is discounted using a European risk free rate adjusted for the credit default swap (CDS) spread for Bulgaria. The debt is subsequently held at amortised cost.

The change in the debt to Maritsa non-controlling interest is presented below:

 

December 31

In $ millions

2020

2019

Beginning of the year

58.1

69.2

Dividends

(18.9)

(15.0)

Unwinding of discount

3.1

5.4

Reclassification in current liabilities

(17.7)

-

Currency translation adjustments

4.0

(1.5)

End of the year

28.6

58.1

(1)    (2) As of December 31, 2020, deferred payments and earn-outs on acquired entities relate to deferred payments to be made to initial developers of certain Wind Brazil assets ($15.2 millions) and Spain CSP previous owner ($18.3 million). For the Brazil wind assets, the liability is reviewed at each reporting date and is based on a percentage of the projected revenue generated under the current power purchase agreements and for CSP Spain the liability is based on a pre-defined amount.

(2)    (3) As of December 31, 2019 a liability was recognized by CHP Mexico representing the estimated net present value of the amounts due to Seller's affiliates in relation to the CFE fixed margin mechanism on certain power purchase agreements. As of December 31, 2020 this liability is recorded in derivative financial instruments.

(3)    (4) Mainly relates to contractual obligations in Brazil, including shortfall and penalties when wind asset generation falls below contracted PPA for $15.4 million in December 31, 2020 (December 31, 2019: $10.1 million).

4.26 Provisions

In $ millions

Decommissioning / Environmental / Maintenance provision

Legal and other

Total

As of January 1, 2019

42.7

15.9

58.6

Acquired through business combination

0.2

-

0.2

Additions

3.0

5.5

8.5

Unused amounts reversed

(3.3)

(2.8)

(6.1)

Amounts used during the period

(0.1)

(0.3)

(0.4)

Currency translation differences and other

1.4

(1.2)

0.2

As of December 31, 2019

43.9

17.1

61.0

Additions

2.1

3.7

5.8

Unused amounts reversed

(3.1)

(1.4)

(4.5)

Amounts used during the period

-

(1.3)

(1.3)

Currency translation differences and other

2.9

0.2

3.1

As of December 31, 2020

45.8

18.3

64.1

Provisions have been analyzed between current and non-current as follows:

In $ millions

Decommissioning / Environmental / Maintenance provision

Legal and other

Total

Current liabilities

4.6

8.0

12.6

Non-current liabilities

39.3

9.1

48.4

As of December 31, 2019

43.9

17.1

61.0

Current liabilities

1.9

10.4

12.3

Non-current liabilities

43.9

7.9

51.8

As of December 31, 2020

45.8

18.3

64.1

Site decommissioning provisions are recognized based on assessment of future decommissioning costs which would need to be incurred in accordance with existing legislation to restore the sites and expected to occur between 1 and 20 years.

Legal and other provisions include amounts arising from claims, litigation and regulatory risks which will be utilized as the obligations are settled and includes sales tax and interest or penalties associated with taxes.

Legal and other provisions have some uncertainty over the timing of cash outflows.

 

4.27 Share-based compensation plans

ContourGlobal long-term incentive plan

On 11 August 2020, a third grant of performance shares was made under the long term incentive plan ("LTIP") with awards over a total of 2,137,665 ordinary shares of 1 pence in ContourGlobal plc granted to eligible employees (the "participants"). These shares will vest on 11 August 2023 subject to the participant's continued service and to the extent to which further performance conditions set out below for the awards are satisfied over the period of three years commencing on 1 January 2020 and, ordinarily, ending on 31 December 2022 (the "Performance Period"):

(i)   EBITDA condition: 50.0 % of award to the compounded annual growth rate of the Company's EBITDA over the Performance Period.

(ii)  IRR condition: 12.5 % of award to the internal rate of return on qualifying Company projects over the Performance Period.

(iii) LTIR condition: 25.0 % of award to the lost time incident rate of the Company over the Performance Period.

(iv) Project milestones condition: 12.5 % of award to the number of corporate milestones completed on qualifying projects conditions over the Performance Period.

The long term incentive plans are considered as equity-settled share-based incentives, with the related share based payment expense presented within selling, general and administrative expenses in the consolidated statement of income.

These LTIP awards have been valued using the Monte Carlo model and the resulting share-based payments charge is being spread evenly over the period between the grant date and the vesting date (36 months). The fair value of the award at the grant date was estimated to be $0.94 per share.

Key assumptions valuing these awards were:

Vesting period

3 years

Expecting vesting

75%

Expected volatility

2020: 23.1%

Risk-free interest rate

2020: (0.05)%

Dividend yield of 0% has been assumed since grantees are compensated for dividends under clause 6.3 of the Long-Term Incentive Plan.

Expected volatility is a measure of the amount by which the Group's shares are expected to fluctuate during the life of an option.

Including in this grant, restricted shares were granted under the long term incentive plan ("LTIP") with awards over a total of 41,496 ordinary shares of 1 pence in ContourGlobal plc granted to eligible employees (the "participants"). These shares will vest on 11 August 2023 subject to the participant's continued service.

 

 

The Group's total charge for equity-settled share-based incentives for the year of $1.9 million (2019: $1.3 million) has been included within selling, general and administrative expenses in the consolidated statement of income.

The movements on awards made under the LTIP are as follows:

 

Number of shares

Outstanding as of December 31, 2018

1,553,753.0

Granted during the year

2,486,318

Forfeited

(415,619)

Vested

-

Outstanding as of December 31, 2019

3,624,452

Granted during the year

2,137,665

Forfeited

(334,551)

Vested

-

Outstanding as of December 31, 2020

5,427,566

 

Deferred bonus

Certain employees of the group are eligible to receipt of deferred bonus awards as determined by the Remuneration Committee representing 20% of the individual's total bonus based on performance in the previous year. These awards have a normal vesting period of two to three years with the recipient required to remain with the company over the vesting period otherwise leading to forfeiture of the award in the event of termination of employment. On 11 August 2020, a total of 120,628 deferred bonus shares were awarded to employees with a vesting date of 9 March 2022.

Private Incentive Plan - to be updated with the remuneration report

The President & CEO ("CEO"), along with certain members of the ContourGlobal management team, have interests in a 'Private Incentive Plan' (PIP). This is a legacy equity arrangement established by Reservoir Capital (the major shareholder in the Company) and no new allocations will be made under this plan. The Company is not a party to the PIP and has no financial obligation, or obligation to issue shares, in connection with it, although it is required to recognize the plan as an expense in accordance with IFRS 2. All shares that might be delivered under the award will be funded by Reservoir Capital.

While the allocations and terms of the President & CEO's award were substantially agreed prior to IPO, Reservoir Capital finalized the implementation of the CEO award on 27 December 2018 and of other managers awards in January 2019. The charge is recognized in the consolidated statement of income within the line item "Other operating income/expense - net" and is excluded from the Adjusted EBITDA calculation as it does not constitute a present or future liability nor a cash out for the Company and will be fully funded or settled through existing Reservoir Capital shareholdings in the Company.

The award is in the form of partnership units in Contour Management Holdings LLC which is a partner in ContourGlobal L.P. (the limited partnership through which Reservoir Capital owns shares in the Company). The award comprises Class S units, Class C units and Class B units. All units deliver an award of shares in ContourGlobal plc.

Under the terms of the PIP, those units entitle the award-holders to have shares in the Company delivered to them if certain financial performance conditions are achieved.

The CEO's and other beneficiaries' holding of units in ContourGlobal L.P. is as follows:

Basis of awards

 

Class S Units

Up to 10,475,657 ContourGlobal plc shares (excluding the impact of any accrued dividends)

Class C Units

Value share between management and Reservoir Capital Group

Class B Units

 

 

The terms of the value share between management and Reservoir Capital are based on a "waterfall" which operates broadly as follows:

(i)   Class S Units are similar in nature to a restricted stock award, subject to an underpin share price. At final allocation, Reservoir Capital Group set the underpin share price for the Class S units at $2.23 (£1.74), rather than the £2.57 threshold referred to in the Prospectus, to reflect the share price at the time of final allocation.

(ii)  Class C Units are based on sharing 12% of value above a 6% p.a. threshold on $2.0 billion of total value to ContourGlobal L.P., but after deducting value arising from Class S Units.

(iii) Class B Units are based on sharing 18% of value above a 9% p.a. threshold on $2.4 billion of total value to ContourGlobal L.P., but after deducting value arising from Class C Units and Class S Units. The Class B Units also have a catch-up feature that, at valuations significantly above the threshold value, allow management to receive additional value.

The Company was notified that the financial performance condition in respect of the Class S Units was tested on 27 December 2020 (based on closing share price of 207p on the 24th December) and consequently shares were transferred from Reservoir Capital Group's holding of shares in ContourGlobal plc (through ContourGlobal L.P.) to Contour Management Holdings LLC.

The Class S unit financial performance condition was a share price underpin of $2.23 (threshold) to $2.28 (maximum), assuming no dividends. The number of shares transferred relevant to Mr Brandt's Class S Unit award (including the impact of accrued dividends) was determined to be 7,403,453. ContourGlobal L.P also transferred cash to Contour Management Holdings LLC relating to the dividend payable on 29 December 2020 for these shares. Transfers from Contour Management Holdings LLC are conditional on Reservoir Capital disposing of all its ordinary shares in ContourGlobal plc. Other transfers of shares in the Company totalling 3,339,531 shares were also made by ContourGlobal L.P. to Contour Management Holdings LLC in connection with the vesting of Class S units held by other current and former members of management of the Company.

Class C units and Class B units are structured as a value share between management and Reservoir Capital Group, and deliver an award of ContourGlobal plc shares subject to certain thresholds after deducting the value arising from the Class S units. Distributions from Class C units and Class B units are subject to Reservoir Capital Group realizing value from its investment in ContourGlobal plc, and the scheme stays in effect until Reservoir Capital Group has disposed of all its ordinary shares in ContourGlobal plc. Class C and Class B units are fully vested and are not forfeitable

Further details of the PIP and of the award can be found in the Company's 2020 Directors' Remuneration Report.

As of 31 December 2020, in accordance with IFRS 2, the Company recognized an expense of $6.6 million in relation with the PIP ($9.1 million in 2019) recognised within other operating expense in the income statement.

4.28 Trade and other payables

 

December 31

In $ millions

2020

2019

Trade payables

67.6

77.3

Accrued expenses

266.1

258.8

Trade and other payables

333.7

336.1

4.29 Other current liabilities

 

December 31

In $ millions

2020

2019

Deferred revenue

5.6

6.1

Deferred payment on acquisition (1)

1.2

21.6

Other taxes payable

34.6

33.5

IFRS 16 lease liabilities

4.3

5.3

Other (2)

149.1

111.5

Other current liabilities

194.8

178.0

(1)    Relates to the deferred payment of the renewable portfolio in Brazil as of December 31, 2020 and to deferred payment of the renewable portfolio in Europe, Brazil and Mexico as of December 31, 2019.

(2)    Mainly relates to contractual obligations in Brazil, including shortfall and penalties when wind asset generation falls below contracted PPA for $47.1 million in December 31, 2020 (December 31, 2019: $44.2 million), other regulatory obligations for hydro assets related to the Generation scaling factor (GSF) for $18.2 million in December 31, 2020 (December 31, 2019: $18.9 million), Maritsa current portion of the non-controlling interest debt for $17.7 million in December 31, 2020 (December 31, 2019: nil) and Maritsa CO2 quota for $28.0 million in December 31, 2020 (December 31, 2019: $20.3 million).

(3)    In the case of the shortfall and penalties for the Brazilian wind assets, there is limited estimation uncertainty as the shortfall and penalties are calculated based on factual information on actual power generated.

 

4.30 Group undertakings

ContourGlobal PLC owns (directly or indirectly) only ordinary shares of its subsidiaries. There are no preferred shares scheme in place in the Group.

ContourGlobal plc

 

United Kingdom

116 Park Street 7th Floor, London, United Kingdom, W1K 6SS

 

 

 

 

Consolidated subsidiaries

Ownership

Country of incorporation

Registered address

ContourGlobal Hydro Cascade CJSC

100%

Armenia

AGBU building; 2/2 Meliq-Adamyan str.,0010 Yerevan, Armenia

ContourGlobal erneuerbare Energie
Europa GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

Windpark HAGN GmbH

95%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

Windpark HAGN GmbH & Co KG

95%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

Windpark Deutsch Haslau GmbH

62%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

ContourGlobal Windpark Zistersdorf Ost GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

ContourGlobal Windpark Berg GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

ContourGlobal Windpark Scharndorf GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

ContourGlobal Windpark Trautmannsdorf GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

ContourGlobal Windpark Velm GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

ContourGlobal Management Europa GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

ContourGlobal Wind Holding GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

ContourGlobal Development GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria 

ContourGlobal Maritsa East 3 AD

73%

Bulgaria

48 Sitnyakovo Blvd; 9-th fl., Sofia 1505, Bulgaria

ContourGlobal Operations Bulgaria AD

73%

Bulgaria

TPP ContourGlobal Maritsa East 3, Mednikarovo village 6294, Galabovo District, Stara Zagora Region, Bulgaria

ContourGlobal Management Sofia EOOD

100%

Bulgaria

48 Sitnyakovo Blvd; 9-th fl., Sofia 1505, Bulgaria

Galheiros Geração de Energia Elétrica S.A.

77%

Brazil

Rua Leopoldo Couto Magalhães Junior, 758, 3º andar, São Paulo 04542-000, Brazil

Santa Cruz Power Corporation Usinas Hidroelétricas S.A.

72%

Brazil

Rua Leopoldo Couto Magalhães Junior, 758, 3º andar, Itaim Bibi , São Paulo 04542-000, Brazil

Contour Global Do Brasil Holding Ltda

100%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil 

Contour Global Do Brasil Participações Ltda

80%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil 

Abas Geração de Energia Ltda.

100%

Brazil

Rua Leopoldo Couto Magalhães Junior, 758, 3º andar, São Paulo 04542-000, Brazil

Ventos de Santa Joana IX Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Calcedônia Geração de Energia Ltda.

100%

Brazil

Rua Leopoldo Couto Magalhães Junior, 758, 3º andar, São Paulo 04542-000, Brazil

Ventos de Santa Joana X Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

Ventos de Santa Joana XI Energias Renováveis S.A

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000

Ventos de Santa Joana XII Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

Ventos de Santa Joana XIII Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

Ventos de Santa Joana XV Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

Ventos de Santa Joana XVI Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

 

 

Consolidated subsidiaries

Ownership

Country of incorporation

Registered address

Asa Branca Holding S.A.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000, Brazil

Tespias Geração de Energia Ltda.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000, Brazil

Asa Branca IV Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000, Brazil

Asa Branca V Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000, Brazil 

Asa Branca VI Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil 

Asa Branca VII Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil 

Asa Branca VIII Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil 

Ventos de Santa Joana I Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santa Joana III Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santa Joana IV Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km 08 ,Sala 182 , Distrito Industrial - Maracanaú - CE

Ventos de Santa Joana V Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santa Joana VII Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santo Augusto IV Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Chapada do Piauí I Holdings S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000

Ventos de Santo Augusto III Energias Renováveis S.A.

100%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santo Augusto V Energias Renováveis S.A.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

ContourGlobal Desenvolvimento S.A.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31 São Paulo 04542-000, Brazil 

Chapada do Piauí II Holding S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000

Chapada do Piauí III Holding S.A.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000

Capuava Energy Ltda

80%

Brazil

Av. Presidente Costa e Silva, 1178, parte, Santo André/

Afluente Geração de Energia Eletrica S.A.

80%

Brazil

Praia do Flamengo, 70 - 1º andar Rio de Janeiro - RJ

Goias Sul Geração De Energia S.A.

80%

Brazil

Praia do Flamengo, 70 - 2º andar, parte. Rio de Janeiro - RJ

RIO PCH I S.A.

56%

Brazil

Praia do Flamengo, 70 - 4º andar Rio de Janeiro - RJ

Bahia PCH I S.A.

80%

Brazil

Praia do Flamengo, 70 - 6º andar, parte. Rio de Janeiro - RJ

ContourGlobal LATAM S.A.

100%

Colombia

Carrera 7 No. 74-09, Bogota, Colombia

ContourGlobal Solutions Holdings Ltd

100%

Cyprus

Capital Center, 2-4 Arch, Makarios III Avenue, 9th Floor, Nicosia 1065, Cyprus

ContourGlobal Solutions Ltd

100%

Cyprus

Capital Center, 2-4 Arch, Makarios III Avenue, 9th Floor, Nicosia 1065, Cyprus

Selenium Holdings Ltd

100%

Cyprus

Capital Center, 2-4 Arch, Makarios III Avenue, 9th Floor, Nicosia 1065, Cyprus

ContourGlobal La Rioja, S.L

100%

Spain

Arrúbal Power Plant, Polígono Industrial El Sequero,

 26150 Arrúbal, La Rioja, Spain.

 

 

Consolidated subsidiaries

Ownership

Country of incorporation

Registered address

Contourglobal Termosolar Operator S.L.

100%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

ContourGlobal Termosolar, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Rústicas Vegas Altas, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Termosolar Majadas, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Termosolar Palma Saetilla, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Termosolar Alvarado, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Crasodel Spain SL

100%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Energies Antilles

100%

France

8, Avenue Hoche 75008 Paris

Energies Saint-Martin

100%

France

8, Avenue Hoche 75008 Paris

ContourGlobal Saint-Martin SAS

100%

France

5 Rue du Gal de Gaulle, 8 Immeuble le Colibri Marigot,97150 Saint-Martin

ContourGlobal Management France SAS

100%

France

Immeuble Imagine

20-26 boulevard du Parc 92200 Neuilly-sur-Seine

ContourGlobal Worldwide Holdings Limited

100%

Gibraltar

Hassans, Line Holdings Limited, 57/63 Line Wall Road, Gibraltar

ContourGlobal Helios S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Solar Holdings (Italy) S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Oricola S.r.l.

100%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Solutions (Italy) S.R.L.

100%

Italy

Via Cusani 5, Milan 20121, Italy 

Portoenergy S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Officine Solari Barone S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Officine Solari Camporeale S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Contourglobal Mediterraneo S.r.l

51%

Italy

Via Cusani 5, Milan 20121, Italy 

PVP 2 S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Sarda S.r.l

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Officine Solari Kaggio S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Officine Solari Aquila S.r.l.

51%

Italy

Contrada Piana del Signore s.n.c.

93012 Gela (CL)

ContourGlobal Energetica S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Eight Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Green Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Industrial Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Light Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal One Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Sole Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Tracker Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Sungea S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Rinnovabili Bari Max S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Solar 6 S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Solar Realty S.R.L. 

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Solar 5 S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

BS Energia New S.R.L. 

51%

Italy

Via Cusani 5, Milan 20121, Italy 

Campoverde Societa' Agricola S.R.L.

100%

Italy

Via Cusani 5, Milan 20121, Italy 

Ecoenergia S.R.L. - Societa' Agricola

100%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Management Italy S.R.L.

100%

Italy

Via Cusani 5, Milan 20121, Italy 

Interporto Solare S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy 

ContourGlobal Kosovo L.L.C.

100%

Kosovo

Anton çeta 5a 1000 Pristina Republic of Kosovo

 

 

Consolidated subsidiaries

Ownership

Country of incorporation

Registered address

ContourGlobal Luxembourg S.àr.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

Kani Lux Holdings S.à r.l.

80%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Africa Holdings S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Bulgaria Holding S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Spain Holding S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Latam Holding S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

Vorotan Holding S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra 2 S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra 3 S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Development Holdings S.à r.l

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra 5 S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra 6  S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Solutions Holdings S.a.r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Senegal Holdings S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra Holdings S.à r.l

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Power Holdings S.A.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Worldwide Holdings S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Mirror 1 S.à.r.l

51%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Mirror 2 S.à.r.l

51%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Mirror 3 S.à.r.l

51%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Spain O&M HoldCo S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Intermediate O&M S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Ursaria 3 S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Mirror 7 S.à.r.l

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

 

 

Consolidated subsidiaries

Ownership

Country of incorporation

Registered address

ContourGlobal Mirror 4 S.à.r.l

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

Aero Flash Wind, S.A.P.I. DE C.V.

75%

Mexico

Mexico City, Mexico / Tax Address : Ciudad de Tecate, Baja California

ContourGlobal holding de generación de energía de México 

100%

Mexico

Monterrey, Estado de Nuevo Leon, Mexico

ContourGlobal Servicios Administrativos de generación

100%

Mexico

Monterrey, Estado de Nuevo Leon, Mexico

ContourGlobal Servicios Operacionales de México 

100%

Mexico

Monterrey, Estado de Nuevo Leon, Mexico

Cogeneración de Altamira, S.A. DE C.V.

100%

Mexico

  San Pedro Garza Garcia, Nuevo Leon, Mexico

Cogeneración de Energía Limpia De Cosoleacaque S.A De C.V. 

100%

Mexico

  San Pedro Garza Garcia, Nuevo Leon, Mexico

KivuWatt Holdings

100%

Mauritius

4th Floor, Tower A, 1CyberCity, c/o Citco (Mauritius) Limited, Ebene, Mauritius

ContourGlobal Solutions (Nigeria) Ltd

100%

Nigeria

St. Nicholas House, 10th Floor, Catholic Mission Street, Lagos, Nigeria

ContourGlobal Solutions Nigeria Holdings B.V.

100%

Netherlands

Keplerstraat 34, Badhoevedorp 1171CD, Netherlands

Contourglobal Bonaire B.V.

100%

Netherlands

Kaya Carlos A. Nicolaas 3 , Bonaire, Netherlands

Energía Eólica S.A.

100%

Peru

Av. Ricardo Palma 341, Office 306, Miraflores, Lima 18, Peru

ContourGlobal Peru SAC

100%

Peru

Av. Ricardo Palma 341, Office 306, Miraflores, Lima 18, Peru

Energía Renovable Peruana S.A.

100%

Peru

Av. Ricardo Palma 341, Office 306, Miraflores, Lima 18, Peru

Energía Renovable del Norte S.A.

100%

Peru

Av. Ricardo Palma 341, Office 306, Miraflores, Lima 18, Peru

ContourGlobal Solutions (Poland) Sp. Z o.o.

100%

Poland

ul. Przemyslowa 2A, Radzymin 05-250 - Poland

ContourGlobal Paraguay Holdings SA

100%

Paraguay

Simon Bolivar, # 914 casi Parapiti, Asuncion, Paraguay

ContourGlobal Solutions (Ploiesti) S.R.L.

100%

Romania

Ploeisti, 285 Gheorge Grigore, Cantacuzino street, Prahova County, Ploeisti, Romania

Petosolar S.R.L.

100%

Romania

7 Ghiocei street, ap. 1, Panciu locality, Panciu city, Vrancea county, Romania 

Kivu Watt Ltd

100%

Rwanda

Plot 9714, Nyarutarama, P. O. Box 6679, Kigali, Rwanda 

RENERGIE Solarny Park Holding SK I a.s.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

PV Lucenec S.R.O.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Rimavské Jánovce s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Dulovo s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Gemer s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Hodejov s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Jesenské s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Nižná Pokoradz s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

         

RENERGIE Solárny park Riečka s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Rohov s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Starňa s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Včelince 2 s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Solárny park Hurbanovo s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

AlfaPark s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

RENERGIE Druhá slnečná s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava,Slovakia

SL03 s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Bánovce nad Ondavou s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Bory s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Budulov s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Kalinovo s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

ZetaPark Lefantovce s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny Lefantovce s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

 

 

Consolidated subsidiaries

Ownership

Country of incorporation

Registered address

RENERGIE Solárny park Michalovce s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Nižný Skálnik s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Otročok s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Paňovce s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Gomboš s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Rimavská Sobota s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Horné Turovce s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Uzovská Panica s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

RENERGIE Solárny park Zemplínsky Branč s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

ZetaPark s.r.o.

51%

Slovak Republic

25 Pribinova Str., Bratislava 811 09, Slovakia

ContourGlobal Cap des Biches Senegal S.à r.l.

100%

Senegal

2, Place de L'Indépendance, Dakar, BP 23607, Senegal

ContourGlobal Togo S.A.

80%

Togo

Route D'Aného, Baguida, BP 3662 , Lomé - Togo

ContourGlobal Services Africa S. à r.l.

100%

Togo

Immeuble SCI - Direction de l'administration pénitentiaire & de la réinsertion - Angle Rue Agbata, Boulevard du 13 Janvier - 01 BP 3662, Lomé -TOGO

AMC Energy LLC

75%

Ukraine

02125 ,1 Prospect Vyzvolyteliv,  Kiev, Ukraine

ContourGlobal Solutions Ukraine LLC

100.0

Ukraine

32, Konstantiniska street, 04071 Kiev, Ukraine

ContourGlobal Solutions (Northern Ireland) Limited

100%

United Kingdom

6th Floor Lesley Tower, 42-26 Fountain Street, Belfast BT1 5EF, Ireland

ContourGlobal Europe Limited

100%

United Kingdom

116 Park Street 7th Floor, London, United Kingdom, W1K 6SS

Contour Global Hummingbird UK Holdco I Ltd

100%

United Kingdom

116 Park Street 7th Floor, London, United Kingdom, W1K 6SS

Contour Global Hummingbird UK Holdco II Ltd

100%

United Kingdom

116 Park Street 7th Floor, London, United Kingdom, W1K 6SS

Contour Global LLC

100%

US

1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801 

Contour Global Management Inc

100%

US

1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801 

ContourGlobal Services Brazil LLC

100%

US

650 Fifth Ave - 17th Fl., New York, New York 10019

ContourGlobal Togo LLC

100%

US

2711 Centerville Road, Suite 400, Wilmington, Delaware 19808

ContourGlobal A Funding LLC

100%

US

1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801

ContourGlobal Senegal Holdings LLC

100%

US

2711 Centerville Road, Suite 400, Wilmington, Delaware 19808

ContourGlobal Senegal LLC

100%

US

1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801

CG Solutions Global Holding Company LLC

100%

US

Corporation Trust Center, 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801

Contour Global Hummingbird US Holdco Inc

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711 

 

Investments in associates accounted

 under the equity method:

Ownership

Country of incorporation

Registered address

TermoemCali I S.A. E.S.P.

37%

Colombia

Carrera 5A Nº 71-45, Bogotá, Colombia

Compañía Eléctrica de Sochagota S.A. E.S.P.

49%

Colombia

Carrera 14 No. 20-21 Local 205A, Plaza Real, Tunja, Colombia

Evacuacion Villanueva des Rey, S.L.

18%

Spain

Calle Orense 34, 7ª planta, 28020 Madrid, Spain

 

 

Related party disclosure

ContourGlobal L.P. and Reservoir Capital Group

As of December 31, 2020 ContourGlobal plc and its subsidiaries have no significant trading relationship with the Group's main shareholder, ContourGlobal L.P., and Reservoir Capital Group which ultimately controls ContourGlobal L.P.

Key management personnel

Compensation paid to key management (executive and non-executive committee members) amounted to $15.2 million in December 31, 2020 (December 31, 2019: $16.1 million).

 

Years ended December 31

In $ millions

2020

2019

Salaries and short term employee benefits

4.6

4.8

Termination benefits

 

-

Post employment benefits

0.1

-

Profit-sharing and bonus schemes

2.0

1.2

Private incentive plan (1)

6.6

9.1

Non-executive Directors' emoluments

0.8

0.8

Other share based payments

1.1

0.2

Total

15.2

16.1

(1)    Refer to note 4.27 Share-based compensation plans

4.32 Financial commitments and contingent liabilities

a) Commitments

The Group has contractual commitments with, among others, equipment suppliers, professional service organizations and EPC contractors in connection with its power projects under construction that require payment upon reaching certain milestones.

As of December 31, 2020, the Group has completed its Maritsa construction projects and had $1.2 million of firm purchase commitments of property plant and equipment outstanding in connection with its facilities. The Group has also contractual arrangements with Operating and Maintenance (O&M) providers and transmission operators as it relates to certain of its operating assets. Maritsa has a long-term Lignite Supply Agreement (LSA) with Maritsa Iztok Mines (MMI) for the purchase of lignite. According to the agreement, Maritsa has to purchase minimum monthly quantities, amounting to 6,187 thousand standard tons per calendar year. The total commitment through the remaining term of the LSA (February 2024) is 19,077 thousand standard tons, equal to $196.6 million at December 2020 prices ($10.31 per standard ton), as compared to 25,264 thousand standard tons equal to $239.0 million at the end of 2019 ($9.46 per standard ton). In the event of a failure on the part of CG Maritsa East 3 AD (ME-3) to take a minimum monthly quantity in any month, ME-3 shall, except in cases caused by Force Majeure and certain actions of Bulgarian authorities as described in the contract, pay to MMI an amount equal to the difference between (i) the aggregate amount paid or payable in respect of lignite delivered during such month and (ii) the aggregate amount that would have been payable had the minimum monthly quantity been taken during such month.

Pursuant to Vorotan acquisition, the Group has agreed to refurbish the hydro power plants and intends to invest approximately €71.8 million ($87.7 million) over four years in a refurbishment program started in 2017 to modernize Vorotan and improve its operational performance, safety, reliability and efficiency. As of December 31, 2020 Vorotan disbursed €37.7 million ($46.1 million) out of the €51.0 million ($62.3 million) of loan of which €0.9 million ($1.1 million) was an advance payment to the EPC contractors.

The Group has also agreements related to our Austria Wind project repowering started in 2017. As of December 31, 2020 we are committed to purchase €45.7 million ($55.8 million) worth of equipment and installation in the years 2021 and 2022.

b) Contingent liabilities

The Group has contingent liabilities in respect of legal and tax claims arising in the ordinary course of business. The Group reviews these matters in consultation with internal and external legal counsel to make a determination on a case-by-case basis whether a loss from each of these matters is probable, possible or remote. These claims involve different parties and are subject to substantial uncertainties.

Operation & Maintenance contractor litigation (Energies Antilles)

In 2015, a €5 million legal claim was brought against EA by the O&M contractor in relation to cost overruns following changes in French labour laws ("IEG status"-Industries Electriques et Gazières). On 21st September 2018, judgment was rendered by the Commercial Court of Paris in favour of the O&M contractor. The Commercial Court appointed an expert to determine the amount of costs for which EA should be liable, as opposed to those costs that were attributable to the O&M contractor's management decisions. Several meetings with the expert have already taken place. In parallel with the expert proceeding, EA appealed before the Paris Court of Appeal against the Commercial Court's decision on legal grounds. To date, the expert has not yet issued his report as to the costs for which EA should be liable and the decision of the Appeal is expected in the first half of 2021. No provision has been recorded as of 31st December 2020 in relation to the above claim as the Group considers it is not possible to make a reliable estimate of amounts that may be due to the O&M contractor and there is also a possibility of no liability occurring.

Kivuwatt arbitration (KivuWatt Ltd)

REG, which replaced its subsidiary Energy Utility Corporation (EUCL) as the claimant in an ad hoc arbitration under the arbitration rules of the United Nation Commission on International Trade Law (UNCITRAL), claims damages provisionally quantified at approximately $80 million allegedly arising from KivuWatt's alledged delay in entering into commercial service.

KivuWatt contests REG's right to any damages over and above the $1.2 million cap in liquidated damages provided for in the Power Purchase Agreement and already paid by KivuWatt.

No provision has been recorded as of 31st December 2020 in relation to the above claims as the Group considers that it is less than probable that liabilities will arise from these claims.

Solar Italy insurance claim 

A fire occurred in September 2018 on a portion of a photovoltaic plant owned by the Group in Italy located on the rooftop of an industrial building owned by a third-party and caused damage to the facility below. In 2019, the third-party's insurers have claimed €6.9 million ($8.3 million).  

No provision has been recorded as of 31st December 2020 in relation to the above claim as the Group considers that it is less than probable that the Group could be held liable and there are reasonable grounds to believe that any such liability will be covered by the insurance policy.  

Mexico CHP wheeling charges

The injunction granted in the context of the Amparo lawsuit in Mexico described in note 2.4 was conditional upon submission of monthly guarantees (bonds) to the court to cover the difference between the former wheeling fees and the new ones. These guarantees amount to $15.9 million as of December 31, 2020.  

As an unfavourable outcome is considered unlikely, a contingent liability has been disclosed in relation to the guarantees opposed to a provision. Further, in the unlikely event that the wheeling fees increase is confirmed in the final judgement, the Company will recharge most of the increased fees to the related offtakers and will incur additional wheeling fees below $2 million in relation to the year ended 31 December 2020.

Togo new claim

ContourGlobal Togo received in late December 2020 a notification from CEET (offtaker of the power purchase agreement) and the Republic of Togo regarding certain alleged breaches of the power purchase agreement and concession agreement, respectively, questioning the performance of the Togo Plant and alleging overpayment of $34 million under "take or pay" provisions. The risk of a liability to CEET is assessed as possible and no provision has been recognized as of 31 December 2020.

Taxes

Judgement is sometimes required in determining how to account for indirect or direct tax positions where the ultimate tax determination is uncertain. These positions include areas such as the tax deductibility or treatment of certain costs (in particular, of one-off items that might arise on an acquisition, disposal or internal restructuring), the pricing of goods or services provided between group companies and the application of local tax law within each territory in which the group operates. Liabilities are recognised in accordance with relevant accounting standards based on management's best estimate of the outcome, having taken advice where it is considered appropriate to do so. However, if the Group is challenged by local tax authorities, it is possible that the final outcome of these matters may be different from the amounts recorded and additional expenses may be recognised in later periods. The Group is not currently subject to any tax audit where it is considered there is a more than remote probability of a material tax adjustment where we have not provisioned and the risk of a material adjustment to tax provisions within the next 12 months is not considered to be significant.

c) Leasing activities

Operating lease as a lessor

The Group is lessor under non-cancellable operating leases.  The future aggregate minimum lease payments receivable under non-cancellable operating leases are as follows:

 

Years ended December 31

In $ millions

2020

2019

Minimum lease payments receivable

 

 

No later than 1 year

21.9

32.7

Later than 1 year and no later than 5 years

61.6

79.3

Later than 5 years

13.4

23.2

Total

96.9

135.2

The property, plant and equipment related to the assets as the operating lease as a lessor relates to Solutions plants and Energie Antilles on the year ended December 31, 2020 as follows.

In $ millions

Land

Power plant assets

Construction work in progress

Right of use of assets

Other

Total

Cost

6.2

228.6

0.2

0.2

60.4

295.6

Accumulated depreciation and impairment

-

(121.9)

-

(0.1)

(21.1)

(143.1)

Carrying amount as of January 1, 2020

6.2

106.7

0.2

0.1

39.3

152.5

Additions

-

0.8

1.1

0.1

0.9

2.9

Disposals

-

(0.9)

-

-

-

(0.9)

Reclassification

-

0.9

(0.6)

-

0.5

0.8

Currency translation differences

(1.4)

(18.6)

-

-

(8.3)

(28.3)

Depreciation charge

-

(5.6)

-

(0.1)

(3.4)

(9.1)

Closing net book amount

4.8

83.3

0.7

0.1

29.0

117.9

Cost

4.8

208.9

0.7

0.1

50.0

264.5

Accumulated depreciation and impairment

-

(125.6)

-

-

(21.0)

(146.6)

Carrying amount as of December 31, 2020

4.8

83.3

0.7

0.1

29.0

117.9

The property, plant and equipment related to the assets as the operating lease as a lessor relates to Solutions plants and Energie Antilles on the year ended December 31, 2019 as follows.

In $ millions

Land

Power plant assets

Construction work in progress

Right of use of assets

Other

Total

Cost

6.5

232.0

0.6

-

57.6

296.7

Accumulated depreciation and impairment

-

(116.9)

-

-

(17.4)

(134.3)

Carrying amount as of January 1, 2019

6.5

115.1

0.6

-

40.2

162.4

Effect of change in accounting standard (1)

-

-

-

0.2

-

0.2

Carrying amount as of January 1, 2019 (restated)

6.5

115.1

0.6

0.2

40.2

162.6

Additions

-

1.4

0.3

-

4.7

6.4

Disposals

-

(0.5)

(0.1)

-

(0.5)

(1.1)

Reclassification

-

0.8

(0.6)

-

0.8

1.0

Currency translation differences

(0.3)

(3.6)

-

-

(1.5)

(5.4)

Depreciation charge

-

(6.5)

-

(0.1)

(4.4)

(11.0)

Closing net book amount

6.2

106.7

0.2

0.1

39.3

152.5

Cost

6.2

228.6

0.2

0.2

60.4

295.6

Accumulated depreciation and impairment

-

(121.9)

-

(0.1)

(21.1)

(143.1)

Carrying amount as of December 31, 2019

6.2

106.7

0.2

0.1

39.3

152.5

(1)    With the implementation of IFRS 16 on 1 January 2019, right of use assets amounting to $0.2 million were recognized. The right of use assets mainly relates to office space.

Finance lease as a lessor

The future aggregate minimum lease payments under non-cancellable finance leases (relating to our operation of Energies Saint Martin) are as follows:

 

Years ended December 31

In $ millions

2020

2019

Minimum lease payments receivable

 

 

No later than 1 year

6.0

5.5

Later than 1 year and no later than 5 years

12.1

16.6

Later than 5 years

-

-

Gross investment in the lease

18.1

22.1

Less: unearned finance income

(2.9)

(4.4)

Total

15.2

17.7

 

 

Years ended December 31

In $ millions

2020

2019

Analysed as:

 

 

Present value of minimum lease payments receivable:

 

 

No later than 1 year

5.6

5.1

Later than 1 year and no later than 5 years

9.6

12.6

Later than 5 years

-

-

Total

15.2

17.7

4.33 Guarantees and letters of credit

The Group and its subsidiaries enter into various contracts that include indemnification and guarantee provisions as a routine part of the Group's business activities. Such contracts generally indemnify the counterparty for tax, environmental liability, litigation, and other matters, as well as breaches of representations, warranties, and covenants set forth in the agreements. In many cases, the Group's maximum potential liability cannot be estimated, since some of the underlying agreements contain no limits on potential liability. The Group considers outflow relating to these guarantees to be remote and therefore no fair value liability has been recognised.

The Group also acts as guarantor to certain of its subsidiaries and obligor with respect to some long-term arrangements contracted at project level.

For the financial guarantees and letters of credit, refer to note 4.24 Borrowings.

 

 

4.34 Statutory Auditors' fees

 

Years ended December 31

In $ millions

2020

2019

Fees payable to the Group's auditors for the audit of the Group's annual accounts and consolidated financial statements

1.3

1.3

Fees payable to the Group's auditors and its associates for other services:

 

 

- The audit of the Group's subsidiaries

1.0

1.4

- Audit- related assurance services

0.4

1.1

- Other assurance services

0.6

0.4

- Tax compliance services

-

-

- Tax advisory services

-

-

- Other non-audit services

-

-

Total (net of out of pocket expenses)

4.3

4.2

4.35 Subsequent events

On January 6, 2021 the Group redeemed the €450 million ($549.7 million) aggregate principal amount of its 3.375% senior secured notes due 2023, refer to note 4.24 Borrowings.

On February 18, 2021 the group announced the closing of the acquisition of the 1,502 MW portfolio of six contracted operating power plants located in the United States and Trinidad and Tobago from Western Generation Partners, LLC. The consideration for the Acquired Assets is $837 million on a debt free, cash free basis and the Group will assume approximately $207.3 million of existing project net debt with the Acquired Assets.

On 29 January 2021, the president of the United Mexican States submitted before the Mexican Chamber of Representatives (Cámara de Diputados) a preferential initiative intended to modify several provisions of the Power Industry Law (Ley de la Industria Eléctrica) ("LIE"). One of the proposed changes is to modify the order in which electricity is dispatched to the system, which would favour the State-owned power plants and may have an adverse impact on future revenues and profits in our Mexican assets, and the LIE would also allow for CRE to revoke self supply permits benefitting legado generators in cases where they were fraudulently procured. After an express parliamentary process, the reform has been enacted on 10 March 2021. The Group has engaged external advisors who have indicated that the proposed changes are unconstitutional and are preparing amparo claims to challenge the reform. The Group is currently assessing the potential financial impacts for our CHP Mexico assets.

 

 

 

 

[1] 2020 guidance for Adjusted EBITDA was $710-$745m based on 2019 FX rates of EUR/USD of 1.12 and BRL/USD of 0.25, vs actual average 2020 FX rates of 1.14 and 0.196

[2] Defined as Parent Company Free Cash Flow ($274 million CFADS as defined in the Corporate Bond indenture, less $40 million Corporate Bond interest costs), divided by 2020 dividend

[3] Defined as Funds From Operations divided by Adjusted EBITDA

[4] Given the take-or-pay structure of our thermal assets, this lower revenue resulted in a corresponding decrease in variable costs

[5]  31 December Net debt at same average FX rates as 2020 Adj EBITDA (average 2020 EUR/USD 1.14 and USD/BRL 5.10, vs closing rates of EUR/USD 1.22 and USD/BRL 5.20). Net debt to Adj. EBITDA ratio does not include the IFRS16 liability of $33m as of 31 December 2020.

[6] Net debt at corporate level ($830m) including the Corporate Bonds less the cash held in the group corporate holdings, divided by CFADS (Cash flows available for debt service) as defined in the Corporate Bond Indenture ($274m).

[7] Planned refurbishment at Armenian hydro asset caused temporary decrease in 2020 capacity

[8] Assuming average 2021 FX rates of EUR/USD 1.19 and BRL/USD 0.18

 

 

 

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