UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2017
Commission File Number 001-36487
Atlantica Yield plc
(Exact name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant's name into English)
Great West House, GW1, 17th floor
Great West Road
Brentford, TW8 9DF
United Kingdom
Tel.: +44 20 7098 4384
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Third Quarter 2017 Earnings PresentationNovember 13, 2017 New ticker symbol effective November 14 ”AY”
This presentation contains forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this presentation, including, without limitation, those regarding our future financial position and results of operations, our strategy, plans, objectives, goals and targets, future developments in the markets in which we operate or are seeking to operate or anticipated regulatory changes in the markets in which we operate or intend to operate. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “is likely to,” “may,” “plan,” “potential,” “predict,” “projected,” “should” or “will” or the negative of such terms or other similar expressions or terminology. 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. Forward-looking statements speak only as of the date of this presentation and are not guarantees of future performance and are based on numerous assumptions. Our actual results of operations, financial condition and the development of events may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements.The purchase of Atlantica shares by Algonquin from Abengoa is subject to a number of conditions, most of which are beyond our control. Atlantica cannot make any representation regarding an agreement reached by two third parties. The term-sheets entered into with Algonquin, AAGES and Abengoa are non-binding and while the parties have agreed to negotiate in good faith towards a mutually beneficial outcome, there is no guarantee that the AAGES ROFO and other agreements will be entered into, or that any assets will be purchased by Atlantica from Algonquin, AAGES or Abengoa.Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: difficult conditions in the global economy and in the global market and uncertainties in emerging markets where we have international operations; changes in government regulations providing incentives and subsidies for renewable energy, including reduction of our revenues in Spain, which are mainly defined by regulation through parameters that could be reviewed at the end of each regulatory period; political, social and macroeconomic risks relating to the United Kingdom's potential exit from the European Union; changes in general economic, political, governmental and business conditions globally and in the countries in which we do business; decreases in government expenditure budgets, reductions in government subsidies or adverse changes in laws and regulations affecting our businesses and growth plan; challenges in achieving growth and making acquisitions due to our dividend policy; inability to identify and/or consummate future acquisitions, whether the Abengoa ROFO Assets, other ROFO assets, or otherwise, on favorable terms or at all; our ability to identify and reach an agreement with new sponsors or partners similar to the ROFO Agreement with Abengoa; legal challenges to regulations, subsidies and incentives that support renewable energy sources; extensive governmental regulation in a number of different jurisdictions, including stringent environmental regulation; increases in the cost of energy and gas, which could increase our operating costs; counterparty credit risk and failure of counterparties to our offtake agreements to fulfill their obligations; inability to replace expiring or terminated offtake agreements with similar agreements; new technology or changes in industry standards; inability to manage exposure to credit, interest rates, foreign currency exchange rates, supply and commodity price risks; reliance on third-party contractors and suppliers; risks associated with acquisitions and investments; deviations from our investment criteria for future acquisitions and investments; failure to maintain safe work environments; effects of catastrophes, natural disasters, adverse weather conditions, climate change, unexpected geological or other physical conditions, criminal or terrorist acts or cyber-attacks at one or more of our plants; insufficient insurance coverage and increases in insurance cost; litigation and other legal proceedings including claims due to Abengoa's restructuring process; reputational risk, including potential damage caused to us by Abengoa’s reputation; the loss of one or more of our executive officers; failure of information technology on which we rely to run our business; revocation or termination of our concession agreements or power purchase agreements; inability to adjust regulated tariffs or fixed-rate arrangements as a result of fluctuations in prices of raw materials, exchange rates, labor and subcontractor costs; exposure to market electricity can impact revenue from our renewable energy and conventional power facilities; changes to national and international law and policies that support renewable energy resources; lack of electric transmission capacity and potential upgrade costs to the electric transmission grid; disruptions in our operations as a result of our not owning the land on which our assets are located; risks associated with maintenance, expansion and refurbishment of electric generation facilities; failure of our assets to perform as expected, including Solana and Kaxu; failure to receive dividends from all project and investments, including Solana and Kaxu; variations in meteorological conditions; disruption of the fuel supplies necessary to generate power at our conventional generation facilities; deterioration in Abengoa's financial condition; Abengoa's ability to meet its obligations under our agreements with Abengoa, to comply with past representations, commitments and potential liabilities linked to the time when Abengoa owned the assets, potential clawback of transactions with Abengoa, and other risks related to Abengoa; failure to meet certain covenants or payment obligations under our financing arrangements; failure to obtain pending waivers in relation to the minimum ownership by Abengoa and the cross-default provisions contained in some of our project financing agreements; failure of Abengoa to maintain existing guarantees and letters of credit under the Financial Support Agreement or failure by us to maintain guarantees; uncertainty regarding the fair value of the Abengoa debt and equity instruments not yet sold, which were received in relation to the agreement reached with Abengoa on the preferred equity investment in ACBH; our ability to consummate future acquisitions from Abengoa, AAGES, Algonquin or others; changes in our tax position and greater than expected tax liability; our ability to use U.S. NOLs to offset future income may be limited, including the possibility of experiencing an “ownership change” as defined under Section 382 of the U.S. Internal Revenue Code; conflicts of interest which may be resolved in a manner that is not in our best interests or the best interests of our minority shareholders, potentially caused by our ownership structure and certain service agreements in place with our current largest shareholder; impact on the stock price of the Company of the sale by Abengoa of its stake in the Company and potential negative effects of a potential sale by Abengoa of its stake in the Company or of a potential change of control of the Company or of a potential delay or failure of a sale process; failure by Abengoa and Algonquin to close the agreement reached between both parties on November 1, 2017, for the acquisition by Algonquin of a 25% stake in Atlantica from Abengoa, including its potential negative impact on our stock price; failure to sign a shareholders’ agreement with Algonquin and Abengoa on or before the closing of the purchase of the 25% interest by Algonquin in the terms of the non-binding term-sheet signed between the three parties, including its potential negative impact on the stock price of the Company; failure to sign a ROFO agreement with AAGES, a joint venture to be created by Algonquin and Abengoa to invest in the development and construction of contracted clean energy and water infrastructure contracted assets, including its potential negative impact on the stock price of the Company; technical failure, design errors or faulty operation of our assets not covered by guarantees or insurance; failure to collect insurance proceeds in the expected amounts; failure to reach an agreement on the extension of the production guarantee period at Solana and Kaxu; and various other factors including those discussed in our Annual Report. Furthermore, any dividends are subject to available capital, market conditions, and compliance with associated laws and regulations. These factors should be considered in connection with information regarding risks and uncertainties that may affect Atlantica Yield’s future results included in Atlantica Yield’s filings with the U.S. Securities and Exchange Commission at www.sec.gov. Atlantica Yield undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or developments or otherwise.Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or targeted.This presentation includes certain non-GAAP (Generally Accepted Accounting Principles) financial measures which have not been subject to a financial audit for any period. We present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity.The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS as issued by the IASB. Non-GAAP financial measures and ratios are not measurements of our performance or liquidity under IFRS as issued by the IASB and should not be considered as alternatives to operating profit or profit for the year or any other performance measures derived in accordance with IFRS as issued by the IASB or any other generally accepted accounting principles or as alternatives to cash flow from operating, investing or financing activities.The CAFD and other guidance included in this presentation are estimates as of November 13, 2017. These estimates are based on assumptions believed to be reasonable as of that date. Atlantica Yield plc. disclaims any current intention to update such guidance, except as required by law. DISCLAIMER
Key Messages Further Adjusted EBITDA including unconsolidated affiliates includes our share in EBITDA of unconsolidated affiliates and the dividend from our preferred equity investment in Brazil or its compensation (see reconciliation on page 21)CAFD includes $10.4 million of ACBH dividend compensation in the nine-month period ended September 30, 2017 and $21.2 million of ACBH dividend compensation and $14.9 million of one-time impact of a partial refinancing of ATN2 in the nine-month period ended September 30, 2016The purchase of Atlantica shares by Algonquin from Abengoa is subject to a number of conditions, most of which are beyond our control. Atlantica cannot make any representation regarding an agreement reached by two third parties. The term-sheets entered into with Algonquin, AAGES and Abengoa are non-binding and while the parties have agreed to negotiate in good faith towards a mutually beneficial outcome, there is no guarantee that the AAGES ROFO and other agreements will be entered into, or that any assets will be purchased by Atlantica from Algonquin, AAGES or Abengoa Solid operating results, with Revenues in the 9-month period of $775.2 million (+2%) and Further Adjusted EBITDA including unconsolidated affiliates1 of $629.1 million, in line with the previous year. Excellent operating cashflow of $327.3 million (+8%) and CAFD2 generation of $132.1 million (+18%) ACT change of ownership waiver secured DOE consent to lower Abengoa’s ownership to 16%, subject to conditions precedent Planned partnership3 with Algonquin to drive accretive growth Dividend of $0.29 per share declared by the Board of Directors, a 12% increase with respect to the previous quarter
1. Financial Results 2. Strategic Update AGENDA 3. Q&A Appendix
1. Financial Results
HIGHLIGHTSStrong Results and Excellent CAFD Generation in the Period 3 monthsSept 16 295.3 264.3 53.8 ∆ (1%) (11%) (32%) 9 monthsSept 16 763.0 626.8 112.1 ∆ +2% - Revenue Further Adjusted EBITDA incl. unconsolidated affiliates1 3 monthsSept 17 292.0 236.3 9 monthsSept 17 775.2 629.1 +18% CAFD3 36.7 132.1 US $ in millions Further Adjusted EBITDA including unconsolidated affiliates includes our share in EBITDA of unconsolidated affiliates and the dividend from our preferred equity investment in Brazil or its compensation (see reconciliation on page 21)Excluding $10.4 million of ACBH dividend compensation in the nine-month period ended September 30, 2017 and $21.2 million in the nine-month period ended September 30, 2016CAFD includes $10.4 million of ACBH dividend compensation in the nine-month period ended September 30, 2017 and $21.2 million of ACBH dividend compensation and $14.9 million of one-time impact of a partial refinancing of ATN2 in the nine-month period ended September 30, 2016 Further Adjusted EBITDAincl. unconsolidated affiliateswithout ACBH dividend2 (2%) +2%
HIGHLIGHTSSolid Overall Results Geographical & Technological Diversification Provides Stability US $ in millions Revenue Further Adjusted EBITDA incl. unconsolidated affiliates1 9 months Sept 17 270.0 9 months Sept 16 ∆ 275.3 (2%) 243.2 244.2 (0%) 594.5 462.6 Revenue 9 months Sept 17 90.0 9 months Sept 16 ∆ 88.2 +2% SOUTH AMERICA 84.2 93.6 (10%) 9 months Sept 17 415.1 9 months Sept 16 ∆ 399.5 +4% 301.7 289.0 +4% 9 months Sept 17 578.3 449.0 9 months Sept 16 +3% +3% ∆ 89.7 79.9 94.9 80.1 (6%) (0%) ∆ 71.0 68.7 70.8 79.9 +0% (14%) ∆ 20.0 17.9 19.0 17.8 +5% +1% ∆ EMEA NORTH AMERICA RENEWABLES CONVENTIONAL TRANSMISSION WATER Further Adjusted EBITDA incl. unconsolidated affiliates1 Margin Margin 90% 89 % 94% 106 % 73% 72 % 78% 78 % 89% 84 % 97% 113 % 90% 93 % US $ in millions Further Adjusted EBITDA including unconsolidated affiliates includes our share in EBITDA of unconsolidated affiliates and the dividend from our preferred equity investment in Brazil or its compensation (see reconciliation on page 21) 9 months Sept 17 9 months Sept 16 9 months Sept 17 9 months Sept 16 9 months Sept 17 9 months Sept 16
KEY OPERATIONAL METRICSRobust and Steady Overall Performance GWh produced 2,577 2,587 GWh produced Electric availability 1,787 1,799 100.4% 97.7% Availability 97.5% 99.9% Availability 102.3% 102.3% RENEWABLES TRANSMISSION WATER CONVENTIONAL MW in operation 300 300 Mft3 in operation 10.5 10.5 Miles in operation 1,099 1,099 MW in operation 1,442 1,442 Includes curtailment in wind assets for which we received compensation in the nine-month period ended September 30, 2017Represents total installed capacity in assets owned at the end of the period, regardless of our percentage of ownership in each of the assetsConventional production and availability were impacted by a scheduled major maintenance in February 2016, which occurs periodicallyElectric availability refers to operational MW over contracted MW with PemexAvailability refers to actual availability adjusted as per contractAvailability refers to actual availability divided by contracted availability 1 6 (3) 5 4 2 9 months Sept 17 9 months Sept 16 9 months Sept 17 9 months Sept 16 9 months Sept 17 9 months Sept 16 9 months Sept 17 9 months Sept 16 2
LIQUIDITYStrong Liquidity US $ in millions Cash at project companies - Restricted - Unrestricted STFI1 at project companies 597.0 256.1340.9 As of Sep. 30,2017 86.5 (1) STFI stands for Short Term Financial Investments (restricted) Exchange rates as of September 30, 2017: (EUR/USD = 1.1814). Exchange rates as of December 31, 2016: (EUR/USD = 1.0517) CASH POSITION TOTAL LIQUIDITY 472.6 236.1236.5 As of Dec. 31,2016 79.3 880.6 674.1 Corporate cash at Atlantica Yield 197.1 122.2
OPERATING CASH FLOW (2.2) 264.3 (27.2) (16.3) (34.3) (32.2) (39.3) 112.8 Q3 2017 (2.1) 236.3 (29.0) 32.5 (14.7) (3.7) (48.8) 170.5 CASH FLOWOutstanding Operating Cash Flow Net change in consolidated cash US $ in millions 9m 2017 9m 2016 Further Adjusted EBITDA incl. unconsolidated affiliates1 (6.7) (5.2) Share in EBITDA of unconsolidated affiliates Interest and income tax paid Variations in working capital Non monetary adjustments and other INVESTING CASH FLOW FINANCING CASH FLOW 626.8 629.1 (192.2) (198.6) (57.2) (47.5) (68.5) (50.5) (54.7) 15.7 (101.7) (172.5) 145.8 170.5 302.2 327.3 Further Adjusted EBITDA including unconsolidated affiliates includes our share in EBITDA of unconsolidated affiliates and the dividend from our preferred equity investment in Brazil or its compensation (see reconciliation on page 21) 223.0 Q3 2016 184.3 +8% +21%
EBITDA-CAFD RECONCILIATIONSolid CAFD and Cash Generation in the First Nine Months of 2017 ATN2 refinancing CASH GENERATED US $ in millions 9m 2017 9m 2016 (6.7) (5.2) Share in EBITDA of unconsolidated affiliates Interest and income tax paid Change in other assets and liabilities Principal amortization of indebtedness Further Adjusted EBITDA incl. unconsolidated affiliates1 626.8 629.1 (192.2) (198.7) (61.0) (26.9) (86.9) (96.6) 168.7 236.5 14.9 - Dividends paid to non-controlling interest (9.0) (4.6) (42.4) (35.8) Non-monetary adjustments Change in non-restricted cash at project companies (71.5) (104.4) CAFD 112.1 132.1 Further Adjusted EBITDA including unconsolidated affiliates includes our share in EBITDA of unconsolidated affiliates and the dividend from our preferred equity investment in Brazil or its compensation (see reconciliation on page 21) (2) CAFD includes $10.4 million of ACBH dividend compensation in the nine-month period ended September 30, 2017 and $21.2 million of ACBH dividend compensation and $14.9 million of one-time impact of a partial refinancing of ATN2 in the nine-month period ended September 30, 2016 2 5.0 2.4 Dividends from unconsolidated affiliates Deposits in/withdrawals from restricted accounts (64.9) (27.2) 159.5 Total CAFD including proceeds from Abengoa instruments 27.4 Proceeds from Abengoa debt and equity monetization +18% +40%
FINANCINGConservative Leverage at Holding Company Level US $ in millions Net project debt1 Net corporate debt / CAFD pre corporate debt service2 4,982.6 As of Sep. 30,2017 2.3x DEBT POSITION 4,857.9 As of Dec. 31,2016 Net debt corresponds to gross debt including accrued interest less cash and cash equivalentsBased on midpoint CAFD guidance pre corporate debt service for the year 2017 Exchange rates as of September 30, 2017: (EUR/USD = 1.1814). Exchange rates as of December 31, 2016: (EUR/USD = 1.0517) Net corporate debt1 503.8 546.0
FINANCINGNet Debt Bridge Operating cash flow before interest paid 5,404 526.0 198.7 Net interest and income tax paid Operations1 In $ millions SEP 17 DEC 16 Acquisitions Dividends paid FX Translation differences Accrued interest and other Proceeds from Abengoa Instruments 2.1 70.8 27.4 5,486 267.4 96.8 Net debt as of Net debt as of
2. Strategic Update
PARTNERSHIP WITH ALGONQUINThe Agreement with Algonquin opens a New Chapter for Atlantica Algonquin Power & Utilities Corp. to acquire 25% stake in Atlantica from Abengoa (2) The purchase of Atlantica shares by Algonquin from Abengoa is subject to a number of conditions, most of which are beyond our control. Atlantica cannot make any representation regarding an agreement reached by two third partiesAlgonquin has an option to purchase the remaining 16.5% from Abengoa until approximately March 31 2018The term-sheets entered into with Algonquin, AAGES and Abengoa are non-binding term-sheets and while the parties have agreed to negotiate in good faith towards a mutually beneficial outcome, there is no guarantee that the AAGES ROFO and other agreements will be entered into, or that any assets will be purchased by Atlantica from Algonquin, AAGES or Abengoa North American diversified generation, transmission and distribution utility $4.2 billion market capitalizationListed in Toronto and NYSEInvestment grade capital structureStrong access to capital Excellent track record of growth 1.5 GW high quality renewable power and clean energy portfolio of water, wind, solar, and natural gas North American generation, transmission and distribution utility serving over 750,000 customers New Strong Sponsor New Access to Growth Visibility on Growth Financing Algonquin and Abengoa to form AAGES (1), a joint venture to develop and construct clean energy and water projects. New planned ROFO with AAGES (3)Agreement to periodically discuss the purchase of assets from Algonquin Algonquin to lead future accretive capital increasesPossibility of reaching over time a participation of up to 41.5% interest in Atlantica 1 2 3 (1)
STRATEGIC UPDATEUpdate on Waivers Change of Ownership waiver secured Consent from DOE to lower the minimum ownership required by Abengoa in Atlantica from 30% to 16%Consent effectiveness subject to Abengoa fulfilling a number of conditions precedent Solana & Mojave ACT All waivers required from Atlantica to close the Algonquin transaction1 secured already or upon closing (1) The purchase of Atlantica shares by Algonquin from Abengoa is subject to other conditions precedent, most of which are beyond our control. Atlantica cannot make any representation regarding an agreement reached by two third parties
DIVIDENDQuarterly Dividend Increase to $0.29 per Share Quarterly dividend of $0.29 per share approved 12% increase versus previous quarter 78% increase versus Q3 2016
NASDAQ TICKERTicker Symbol Will ChangeNASDAQ: AY The company ticker symbol on NASDAQ will be changed to AY from ABY, effectively from tomorrow November 14, 2017 Investor Relations Leire Perez+44 203 499 04 65ir@atlanticayield.com For more information, please visit www.atlanticayield.com Atlantica Yield plc (NASDAQ: AY), the sustainable total return company announces that: CUSIP number will remain unchanged: G0751N103
2. Q&A
Appendix
9m 2017 9m 2016 7.2 2.5 9.6 42.6 46.0 25.3 (5.1) 306.8 310.4 234.4 236.4 6.7 5.2 (3.7) Q3 2017 RECONCILIATIONReconciliation of Further Adjusted EBITDA including unconsolidated affiliates to Profit/(loss) for the period US $ in millions Profit/(loss) for the period attributable to the Company Profit/(loss) attributable to non-controlling interest Income tax Share of loss/(profit) of associates carried under the equity method Financial expense, net 629.1 626.8 Further Adjusted EBITDAincl. unconsolidated affiliates 364.5 377.1 Operating Profit Depreciation, amortization, and impairment charges Atlantica Yield’s pro-rata share of EBITDA from unconsolidated affiliates Further Adjusted EBITDA 620.1 623.9 21.2 10.4 Dividend from exchangeable preferred equity investment in ACBH or its compensation
HISTORICAL FINANCIAL REVIEWKey Financials by Quarter 1Q15 2Q15 3Q15 4Q15 FY 2015 1Q16 2Q16 3Q16 4Q16 FY 2016 1Q17 2Q17 3Q17 Revenues 118,304 190,265 267,345 214,967 790,881 206,376 261,302 295,272 208,847 971,797 198,146 285,069 291,964 F.A. EBITDA margin (%) 88.9% 83.9% 81.8% 71.2% 80.5% 75.0% 79.5% 89.5% 69.6% 79.5% 83.3% 79.9% 80.9% Further Adj. EBITDA incl. unconsolidated affiliates 105,186 159,600 218,650 153,074 636,510 154,879 207,645 264,262 145,326 772,112 165,049 227,841 236,252 Atlantica Yield’s pro-rata share of EBITDA from unconsolidated affiliates (5,477) (1,622) (2,121) (3,071) (12,291) (2,332) (2,193) (2,157) (2,120) (8,802) (1,100) (2,064) (2,052) Further Adjusted EBITDA 99,709 157,978 216,529 150,003 624,219 152,547 205,452 262,105 143,206 763,310 163,949 225,777 234,200 Dividends from unconsolidated affiliates - - 4,163 254 4,417 - 4,984 - - 4,984 - - 2,454 Non-monetary items (21,229) (23,741) (21,447) (24,993) (91,410) (18,356) (12,563) (11,508) (16,948) (59,375) (12,025) (10.758) (13,005) Interest and income tax paid (19,291) (113,023) (46,161) (131,759) (310,234) (27,613) (137,371) (27,183) (141,890) (334,057) (26,610) (143,081) (28,976) Principal amortization of indebtedness net of new indebtedness at project level (8,790) (41,873) (38,573) (86,153) (175,389) (14,254) (53,851) (18,792) (95,739) (182,636) (21,522) (54,528) (20,330) Deposits into/withdrawals from debt service accounts (211) (6,352) (10,090) (183) (16,837) (34,155) 12,291 (43,027) 18,186 (46,705) 7,557 (8,157) (26,581) Change in non-restricted cash at project companies 16,255 47,092 (62,285) 71,155 72,217 (41,089) 59,969 (90,385) 112,918 41,413 (27,293) 66,886 (143,982) Dividends paid to non-controlling interests - - (4,665) (3,642) (8,307) - (5,479) (3,473) - (8,952) - (1,801) (2,837) Changes in other assets and liabilities (27,944) 24,516 21,105 62,143 79,821 (13,237) (33,824) (13,957) 39,325 (21,694) (23,184) (39,756) 35,747 Asset refinancing - - - - - 14,893 - - - 14,893 - - - Cash Available For Distribution (CAFD) 38,500 44,595 58,576 36,825 178,496 18,736. . 39,607 53,780 . 59,058 171,181 60,872 34,582 36,690 Dividends declared1 34,074 40,087 43,093 - 117,254 - 29,063 16,335 25,054 70,452 25,054 26,056 29,063 # of shares at the end of the period 80,000,000 100,217,260 100,217,260 100,217,260 100,217,260 100,217,260 100,217,260 100,217,260 100,217,260 100,217,260 100,217,260 100,217,260 100,217,260 DPS (in $ per share) 0.340 0.400 0.430 - 1.170 - 0.290 0.163 0.250 0.703 0.250 0.260 0.290 Project debt 3,796.7 5,241.2 6,042.6 5,470.7 5,470.7 5,666.8 5,512.1 5,612.9 5,330.5 5,330.5 5,410.3 5,474.1 5,579.5 Project cash (182.5) (373.3) (618.9) (469.2) (469.2) (529.4) (469.7) (587.6) (472.6) (472.6) (487.4) (435.4) (597.0) Net project debt 3,614.1 4,867.9 5,423.7 5,001.5 5,001.5 5,137.4 5,042.4 5,025.3 4,857.9 4,857.9 4,922.9 5,038.7 4,982.5 Corporate debt 376.1 377.1 668.7 664.5 664.5 669.9 666.3 671.6 668.2 668.2 667.9 684.6 700.9 Corporate cash (84.9) (154.8) (43.6) (45.5) (45.5) (45.4) (84.9) (85.8) (122.2) (122.2) (102.0) (178.9) (197.1) Net corporate debt 291.2 222.3 625.1 619.0 619.0 624.5 581.4 585.8 546.0 546.0 565.9 505.7 503.8 Total net debt 3,905.3 3,090.2 6,048.8 5,620.5 5,620.5 5,761.9 5,623.8 5,611.2 5,403.8 5,403.8 5,488.8 5,544.4 5,486.3 Net Corporate Debt/CAFD pre corporate interests2 1.8x 1.3x 2.2x 2.9x 2.9x 2.9x 2.7x 2.7x 2.7x 2.7x 2.6x 2.3x 2.3x Dividends are paid to shareholders in the quarter after they are declaredRatios presented are the ratios shown on each quarter’s earnings presentationsIncludes the impact of a one-time partial refinancing of ATN2 Debt details Key Financials US $ in thousands US $ in millions (3) Dividend declared on August 3 2016 is the sum of $0.145 per share corresponding to the first quarter of 2016 and $0.145 per share corresponding to the second quarter of 2016Includes compensation from our preferred equity investment in Brazil ($21.2M in Q3 2016, $6.8M in Q4 2016 and $10.4M in Q1 2017) (4) (5) (5) (5)
HISTORICAL FINANCIAL REVIEWSegment Financials by Quarter 1Q15 2Q15 3Q15 4Q15 FY 2015 1Q16 2Q16 3Q16 4Q16 FY 2016 1Q17 2Q17 3Q17 by Geography NORTH AMERICA 55,943 94,214 109,654 68,328 328,139 65,232 100,617 109,491 61,722 337,061 60,952 109,505 99,580 SOUTH AMERICA 24,405 26,227 29,617 32,231 112,480 29,008 28,973 30,183 30,599 118,763 28,527 30,161 31,317 EMEA 37,956 69,824 128,074 114,408 350,262 112,135 131,712 155,598 116,527 515,973 108,667 145,403 161,067 by Business Sector RENEWABLES 63,680 129,747 204,412 145,173 543,012 141,166 201,246 235,844 146,070 724,326 137,664 225,939 230,872 CONVENTIONAL 31,330 34,009 34,676 38,702 138,717 35,179 30,289 29,452 33,126 128,046 29,800 29,614 30,240 TRANSMISSION 19,159 20,079 22,046 25,109 86,393 23,530 23,383 23,822 24,402 95,137 24,165 23,452 23,447 WATER 4,136 6,429 6,211 5,983 22,759 6,501 6,384 6,154 5,249 24,288 6,517 6,064 7,405 Total Revenue 118,304 190,265 267,345 214,967 790,881 206,376 261,302 295,272 208,848 971,797 198,146 285,069 291,964 1Q15 2Q15 3Q15 4Q15 FY 2015 1Q16 2Q16 3Q16 4Q16 FY 2016 1Q17 2Q17 3Q17 by Geography NORTH AMERICA 50,941 86,356 94,739 47,523 279,559 51,212 89,959 103,049 40,470 284,690 54,753 97,033 91,503 91.1% 91.7% 86.4% 69.6% 85.2% 78.5% 89.4% 94.1% 65.6% 84.5% 89.8% 88.6% 91.9% SOUTH AMERICA1 24,998 26,625 29,171 30,111 110,905 24,062 23,996 45,496 31,046 124,599 33,757 24,858 25,559 102.4% 101.5% 98.5% 93.4% 98.6% 82.9% 82.8% 150.7% 101.5% 104.9% 118.3% 82.4% 81.6% EMEA 29,247 46,619 94,739 75,441 246,046 79,605 93,690 115,718 73,810 362,823 76,539 105,951 119,190 77.1% 66.8% 74.0% 65.9% 70.2% 71.0% 71.1% 74.4% 63.3% 70.3% 70.0% 72.9% 74.0% by Business Sector RENEWABLES 52,760 106,404 162,971 95,022 417,157 102,170 155,253 191,570 89,435 538,427 102,625 176,638 183,344 82.9% 82.0% 79.7% 65.5% 76.8% 72.4% 77.1% 81.2% 61.2% 74.3% 74.5% 78.2% 79.4% CONVENTIONAL 26,961 26,358 26,937 27,415 107,671 27,079 26,655 26,390 26,367 106,492 26,716 26,126 27,128 86.1% 77.5% 77.7% 70.8% 77.6% 77.0% 88.0% 89.6% 79.6% 83.2% 89.7% 88.2% 89.7% TRANSMISSION1 20,529 21,326 22,885 24,307 89,047 19,410 19,948 40,551 24,886 104,795 30,459 19,373 18,817 107.2% 106.2% 103.8% 96.8% 103.1% 82.5% 85.3% 170.2% 102.0% 110.2% 126.0% 82.6% 80.3% WATER 4,936 5,512 5,856 6,331 22,635 6,220 5,789 5,751 4,638 22,398 5,249 5.705 6,964 119.4% 85.7% 94.3% 105.8% 99.5% 95.7% 90.7% 93.5% 88.3% 92.2% 80.5% 94.0% 94.0% Total Further Adj. EBITDA incl. unconsolidated affiliates1 105,186 159,600 218,649 153,075 636,510 154,879 207,645 264,262 145,325 772,112 165,049 227,842 236,253 88.9% 83.9% 81.8% 71.2% 80.5% 75.0% 79.5% 89.5% 69.6% 79.5% 83.3% 79.9% 80.9% US $ in thousands Revenue Further Adj. EBITDA incl. unconsolidated affiliates Further Adjusted EBITDA includes our share in EBITDA of unconsolidated affiliates and the dividend from our preferred equity investment in Brazil or its compensation ($4.6M for each quarter from Q3 2014 until Q3 2015, $21.2M in Q3 2016, $6.8M in Q4 2016 and $10.4M in Q1 2017)
1Q15 2Q15 3Q15 4Q15 FY 2015 1Q16 2Q16 3Q16 4Q16 FY 2016 1Q17 2Q17 3Q17 RENEWABLES (MW) 991 1,241 1,441 1,441 1,441 1,441 1,441 1,442 1,442 1,442 1,442 1,442 1,442 CONVENTIONAL (electric MW) 300 300 300 300 300 300 300 300 300 300 300 300 300 TRANSMISSION (Miles) 1,018 1,099 1,099 1,099 1,099 1,099 1,099 1,099 1,099 1,099 1,099 1,099 1,099 WATER (Mft3/day) 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 RENEWABLES2 (GWh) 319 764 958 495 2,536 514 974 1,098 501 3,087 460 1,100 1,017 (GWh) 628 616 601 620 2,465 529 621 649 617 2,416 591 580 615 (electric availability %) 101.7% 101.9% 101.7% 101.5% 101.7% 87.5% 102.5% 103.5% 103.3% 99.1% 99.8% 99.8% 101.6% TRANSMISSION (availability %) 99.9% 99.8% 99.3% 100.0% 99.9% 99.9% 99.9% 99.9% 100.0% 100.0% 94.4% 98.8% 99.1% WATER (availability %) 96.8% 103.2% 101.6% 102.5% 101.5% 101.5% 102.7% 102.9% 100.2% 101.8% 102.5% 101.9% 102.7% CONVENTIONAL3 Capacity in operation1(at the end of the period) Production / Availability HISTORICAL FINANCIAL REVIEWKey Performance Indicators 4 5 6 Represents total installed capacity in assets owned at the end of the period, regardless of our percentage of ownership in each of the assetsIncludes curtailment in wind assets in Q1, Q2 and Q3 of 2017 for which we receive compensationConventional production and availability were impacted by a scheduled major maintenance in February 2016, which occurs periodicallyElectric availability refers to operational MW over contracted MW with PemexAvailability refers to actual availability adjusted as per contractAvailability refers to actual availability divided by contracted availability
1Q15 2Q15 3Q15 4Q15 FY 2015 1Q16 2Q16 3Q16 4Q16 FY 2016 1Q17 2Q17 3Q17 US 14.3% 33.7% 34.5% 17.1% 24.9% 17.3% 36.4% 33.5% 16.0% 25.8% 18.1% 41.9% 29.6% Spain 15.1% 30.6% 31.3% 8.6% 21.0% 9.5% 27.0% 35.4% 9.9% 20.4% 10.0% 31.0% 33.4% Kaxu 26.0% 31.1% 29.3%(2) 42.2% 25.8% 33.2% 34.3% 33.9% 15.9% 20.9% 21.4% WIND3 (Uruguay) 27.3% 34.4% 41.9% 39.3% 35.8% 31.6% 32.2% 35.9% 34.9% 33.7% 27.8% 36.1% 46.1% SOLAR Historical Capacity Factors1 HISTORICAL FINANCIAL REVIEWCapacity Factors Historical Capacity Factors calculated from the date of entry into operation or the acquisition of each asset. Some capacity factors are not indicative of a full period of operationsAverage capacity factor in Kaxu for 2015 calculated from August 1, 2015 Includes curtailment production in wind assets for which we receive compensation
STABLE PORTFOLIOLong-Dated Contracts with Credit-Worthy Counterparties LONG-TERM CONTRACTS HIGH QUALITY OFFTAKERS 21 Weighted average years remaining 2 ~95 Investment grade offtakers1 LOW DEPENDENCE ON NATURAL RESOURCES3 PRODUCTION-BASED 32% AVAILABILITY-BASED 68% % Based on Moody’s rating. Offtakers for Quadra 1&2, Honaine, Skikda and ATN2 are unrated. Offtaker for ATN and ATS is the Ministry of Energy of the Government of Peru, for Spanish assets is the Government of Spain and for Kaxu is the Republic of South AfricaRepresents weighted average years remaining as of December 31, 2016Based on run-rate CAFD estimations STRONG CORPORATE STRUCTURE Majority of independent directorsNo IDRsTax efficient structure
SIZEABLE AND DIVERSIFIED ASSET PORTFOLIOPortfolio Breakdown1 CURRENCY2 SECTOR GEOGRAPHY All amounts based on run-rate CAFD estimations and assumes no acquisitions Including the effect of currency swap agreements of long term interest rate in projects is fixed or hedged ~ 90% 90 Denominatedin USD % 41% North America40% Europe12% South America7% RoW 73% Renewable17% Conventional 7% Transmission 3% Water +
SELF AMORTIZING DEBT STRUCTURE ASSETS Non-recourse project debt self-amortizing progressively before the end of the contracted life 100% +90% of interest rates fixed or hedgedSignificant “Tail periods” in a large majority of the projects $5,330 $4,173 +$1.1B reduction in the next 5 years FINANCINGSustainable Project Debt Profile (1) Represents repayment schedule as of December 31, 2016 (1)
TAIL PERIODSRemaining Project Life after Debt Amortization PPAs with predefined prices for 21 years on average1 Additionally, “second life” (merchant or additional PPA) after existing PPA in all assets excluding ATN and ATS PPA expiration year Contract term2 Project debt term Year (1) Represents weighted average years remaining as of December 31, 2016(2) Regulation term in the case of Spain
US $ in millions 2019 Notes Credit Facility (Tranche A) Maturity 2019 Nominal Amount 255.0 Total 704.9 2018 125.0 CORPORATE DEBT DETAILSCorporate Debt as of September 30, 2017 Note Issuance Facility in Euros (Note 1) (Note 2) (Note 3) 2022 108.7 2023 108.1 2024 108.1 Exchange rates as of September 30, 2017: (EUR/USD = 1.1814)
SIZEABLE AND DIVERSIFIED ASSET PORTFOLIO ASSET TYPE STAKE LOCATION GROSSCAPACITY OFFTAKER RATING 1 YEARSCONTRACT LEFT CCV RENEWABLE ENERGY Solana 100% (2) USA (Arizona) 280 MW APS A-/A3/A- 27 USD Mojave 100% USA (California) 280 MW PG&E A-/A3/A- 23 USD Solaben 2/3 70% Spain 2x50 MW Kingdom of Spain BBB+/Baa2/BBB+ 21/20 USD (4) Solacor 1/2 87% Spain 2x50 MW Kingdom of Spain BBB+/Baa2/BBB+ 20 USD (4) PS 10/20 100% Spain 31 MW Kingdom of Spain BBB+/Baa2/BBB+ 15/17 USD (4) Helioenergy 1/2 100% Spain 2x50 MW Kingdom of Spain BBB+/Baa2/BBB+ 20 USD (4) Helios 1/2 100% Spain 2x50 MW Kingdom of Spain BBB+/Baa2/BBB+ 21 USD (4) Solnova 1/3/4 100% Spain 3x50 MW Kingdom of Spain BBB+/Baa2/BBB+ 18/18/19 USD (4) Solaben 1/6 100% Spain 2x50 MW Kingdom of Spain BBB+/Baa2/BBB+ 22 USD (4) Seville PV 80% Spain 1 MW Kingdom of Spain BBB+/Baa2/BBB+ 19 EUR Kaxu 51% South Africa 100 MW Eskom BB+/Baa3/BB+ (3) 18 ZAR Palmatir 100% Uruguay 50 MW UTE BBB/Baa2/BBB- (3) 17 USD Cadonal 100% Uruguay 50 MW UTE BBB/Baa2/BBB- (3) 18 USD Reflects the counterparty’s issuer credit ratings issued by S&P, Moody’s and Fitch, respectivelyLiberty Interactive Corporation holds $300M in Class A membership interests in exchange for a share of the dividends and the taxable loss generated by SolanaFor Kaxu is the credit rating of the Republic of South Africa, and for Palmatir and Cadonal it refers to the credit rating of Uruguay, as UTE is unratedGross cash in Euros dollarized through currency hedges
SIZEABLE AND DIVERSIFIED ASSET PORTFOLIO (Cont’d) ASSET TYPE STAKE LOCATION GROSSCAPACITY OFFTAKER RATING 1 YEARSCONTRACT LEFT CCY CONVENTIONALPOWER ACT 100% Mexico 300 MW Pemex BBB+/Baa3/BBB+ 16 USD (2) ELECTRICAL TRANSMISSION ATN 100% Peru 362 miles Peru BBB+/A3/BBB+ 24 USD (2) ATS 100% Peru 569 miles Peru BBB+/A3/BBB+ 27 USD (2) ATN 2 100% Peru 81 miles Minera Las Bambas Not rated 16 USD (2) Quadra 1&2 100% Chile 81 miles Sierra Gorda Not rated 18 USD (2) Palmucho 100% Chile 6 miles Enel Generacion Chile BBB+/Baa2/BBB+ 21 USD (2) WATER Skikda 34% Algeria 3.5 Mft3/day Sonatrach & ADE Not rated 17 USD (2) Honaine 26% Algeria 7 Mft3/day Sonatrach & ADE Not rated 21 USD (2) Reflects the counterparty’s issuer credit ratings issued by S&P, Moody’s and Fitch, respectivelyUSD denominated but payable in local currency
Great West House, GW1, 17th floor,Great West RoadBrentford TW8 9DFLondon (United Kingdom)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ATLANTICA YIELD PLC
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/s/ Santiago Seage
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Name:
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Santiago Seage
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Title:
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Chief Executive Officer
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Date: November 13, 2017