q3 2022 Acen Sec17-Q - Signed - Cleaned
q3 2022 Acen Sec17-Q - Signed - Cleaned
q3 2022 Acen Sec17-Q - Signed - Cleaned
COVER SHEET
for
SEC FORM 17-Q
0 6 9 - 0 3 9 2 7 4
COMPANY NAME
A C E N C O R P O R A T I O N ( F O R M E R L Y A C
E N E R G Y C O R P OR A T I O N ) A N D S U B S I D
I A R I E S
3 5 T H F L O O R , A Y A L A T R I A N G L E
G A R D E N S T O W E R 2 , P A S E O D E
R O X A S C O R N E R M A K A T I A V E N U E ,
M A K A T I C I T Y 1 2 2 6
Form Type Department requiring the report Secondary License Type, If Applicable
1 7 - Q S E C N / A
COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number
N/A 7730-6300 –
No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)
35th Floor, Ayala Triangle Gardens Tower 2, Paseo de Roxas corner Makati Avenue,
Makati City 1226
NOTE 1 In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within
thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
2 All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission
and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
9. Former name, former address and former fiscal year, if changed since last report:
AC Energy Corporation
10. Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the
RSA
Yes [X] No [ ]
If yes, state the name of such Stock Exchange and the class/es of securities listed therein:
Philippine Stock Exchange Common
(a) has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17
thereunder or Sections 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections
26 and 141 of the Corporation Code of the Philippines, during the preceding twelve
(12) months (or for such shorter period the registrant was required to file such reports)
Yes [X] No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [X] No [ ]
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SIGNATURES
Pursuant to the requirements of Section 17 of the Securities Regulation Code and Section
141 of the Corporation Code, this report is signed on behalf of the issuer by the
undersigned, thereunto duly authorized, in the City of Makati on November 3, 2022.
ACEN CORPORATION
ACEN CORPORATION
(Formerly AC Energy Corporation)
and Subsidiaries
ACEN CORPORATION
(Formerly AC Energy Corporation)
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
September 30, 2022 (With Comparative Balances as at December 31, 2021)
(Amounts in Thousands)
(Forward)
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
-2-
ACEN CORPORATION
(Formerly AC Energy Corporation)
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Figures)
REVENUES
Revenue from sale of electricity (Note 18) P
= 9,231,940 =5,416,855
P P
=25,107,463 =18,736,217
P
Rental income 17,053 15,065 51,416 44,595
Dividend income – 5,176 3,635 11,725
Other revenues 25,777 31,759 80,770 91,192
9,274,770 5,468,855 25,243,284 18,883,729
INTEREST AND OTHER FINANCE CHARGES (Note 21) (558,625) (435,731) (1,822,998) (1,239,399)
NET INCOME P
= 2,398,500 =2,255,474
P P
=5,350,684 =6,372,663
P
ACEN CORPORATION
(Formerly AC Energy Corporation)
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(Amounts in Thousands, Except Per Share Figures)
NET INCOME P
=2,398,500 =2,255,474
P P
= 5,350,684 =6,372,663
P
ACEN CORPORATION
(Formerly AC Energy Corporation)
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands)
-2-
ACEN CORPORATION
(Formerly AC Energy Corporation)
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
Nine-Month Period
Ended September 30
(Unaudited)
2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax P
= 5,219,869 =6,530,685
P
Adjustments for:
Interest and other finance charges (Note 21) 1,822,998 1,239,399
Depreciation and amortization (Notes 19 and 20) 1,725,717 1,507,334
Interest and other financial income (Note 22) (4,071,198) (2,962,364)
Equity in net income of associates and joint ventures (Note 8) (296,234) (1,288,584)
Foreign exchange (gains) losses – net (163,611) (40,852)
Pension and other employee benefits (19,486) 14,313
Dividend income (3,635) (11,725)
Provision for (reversal of):
Impairment loss on:
Property, plant and equipment – net (Notes 10, 20 and 22) 36,410 71,215
Advances to contractors, net (Notes 13, 20 and 22) 4,545 (8,566)
Probable losses on deferred exploration costs (Notes 12 and 20) 584 23,379
Expected credit losses (Notes 6 and 20) (4) 873
Noncurrent assets held for sale – 5,371
Loss (gain) on:
Sale of inventories and by-product (Note 22) 29,495 (28,043)
Sale of noncurrent assets held for sale (Notes 7 and 22) 8,400 –
Sale of property and equipment (Note 22) 8,292 439
Write-off of FVOCI 500 –
Divestment of investment in associate (Notes 8 and 22) (734,667) –
Realized foreign exchange forward contracts (Note 22) (391,488) (41,700)
Acquisition of investments (Note 22) (212,120) –
Unrealized foreign exchange forward contracts (Note 22) (50,296)
Recovery of tax credit certificate on real property tax (Note 22) – (69,154)
Reversal of impairment of investments in joint venture
(Note 8 and 22) – (37,635)
Operating income before working capital changes 2,914,071 4,904,385
Decrease (increase) in:
Accounts receivable 1,777,983 (879,004)
Fuel and spare parts (423,479) (257,019)
Other current assets (2,475,459) (384,039)
Other noncurrent assets – 93,256
Increase in accounts payable and other current liabilities 705,213 (1,864,414)
Cash generated from operations 2,498,329 1,613,165
Interest received 62,649 55,426
Income and withholding taxes paid (245,197) (504,349)
Net cash flows from operating activities 2,315,781 1,164,242
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to:
Loans to related parties (Note 24) (20,051,909) (23,087,863)
Property, plant and equipment (Note 10) (8,296,580) (2,572,803)
Investments in associates and joint venture, net (Note 8) (7,603,579) (281,724)
Investments in redeemable preferred shares (Note 9) (4,720,354) (409,201)
Issuance of convertible loans (Note 9) (2,807,214) (6,293,784)
(Forward)
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
-2–
Nine-Month Period
Ended September 30
(Unaudited)
2022 2021
Financial assets at FVTPL (P
=912,534) =–
P
Subscription deposits (Note 9) (180,448) (3,028,013)
Short-term investments (179,149) –
Investments in subsidiaries, net of cash acquired (Note 4) (2,477) –
Deferred exploration costs (Note 12) (1,471) (15,183)
Investment properties – (109,910)
Proceeds from:
Collection of loans to related parties (Note 24) 25,705,039 6,487,332
Divestment of investment in associate (Notes 8 and 22) 734,667 –
Gain from acquisition of investments 212,120 –
Sale of noncurrent assets held for sale (Notes 7 and 22) 193,525 4,963
Redemption of convertible loan (Note 9) 14,508 791,328
Sale of property, plant and equipment 6,427 2,879
Redemption of financial assets at FVOCI – 12,687,858
Dividends received from:
Investments in associates and joint ventures (Note 8) 249,587 1,254,015
Financial assets at FVOCI 3,635 11,725
Interest received 1,743,085 1,451,639
Increase in other noncurrent assets, non-current portion of input VAT and CWT
(Note 26) (2,231,093) (804,567)
Net cash flows used in investing activities (18,124,215) (13,911,309)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Availment of long-term debts (Notes 15 and 29) 11,914,000 848,276
Availment of short-term debts (Notes 15 and 29) 20,137,020 3,000,000
Issuance of capital stock (Notes 17 and 29) 10,801,786 27,581,161
Issuance of notes payable 10,000,000 20,289,838
Reissuance of treasury shares – 195,141
Capital infusion of non-controlling interest in subsidiaries (Note 17) – 1,988
Payments of:
Long-term loans (Notes 15 and 29) (7,276,074) (1,950,476)
Short-term loans (Notes 19 and 29) (13,237,020) (7,635,000)
Cash dividends (Notes 17 and 29) (3,398,034) (3,055,955)
Interest on short-term and long-term loans (Note 29) (1,504,304) (1,080,437)
Debt issue cost (Note 15) (310,428) (22,518)
Interest on lease liabilities (Notes 11 and 21) (168,698) (101,156)
Acquisition of non-controlling interest (Notes 1 and 17) (99,412) –
Capital redemption of non-controlling interest in subsidiary (Note 21) – (20,338,769)
Lease liabilities (Notes 11 and 29) (118,469) (118,173)
Stock issuance costs – (680,287)
Treasury shares (Note 17) – (55,184)
Decrease in due to stockholders – (18,272)
Increase in other noncurrent liabilities 1,394,450 422,609
Net cash flows from financing activities 28,134,817 17,282,786
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS 3,282,018 979,549
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 15,608,401 5,515,268
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 26,445,429 28,077,171
CASH AND CASH EQUIVALENTS AT END OF PERIOD (Note 5) P
=42,053,830 =33,592,439
P
ACEN CORPORATION
(Formerly AC Energy Corporation)
AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Amounts in Thousands, Except When Otherwise Indicated)
1. Corporate Information
The direct parent company (or intermediate parent company) of ACEN is AC Energy and
Infrastructure Corporation (“ACEIC”), a wholly owned subsidiary of Ayala Corporation (“AC”), a
publicly-listed company which is 47.89% owned by Mermac, Inc. (ultimate parent company), and the
rest by the public. AC is a listed entity incorporated in the Philippines.
As at September 30, 2022, ACEIC directly owns 57.74% of the ACEN’s total outstanding shares of
stock.
On December 15, 2021, the stockholders’ approved the amendment to the Articles of Incorporation
for the change in corporate name from “AC Energy Corporation” to “ACEN CORPORATION”,
removal of oil exploration, mining, and related activities from the Primary Purpose and Secondary
Purposes, and specification of retail electricity supply and provision of guarantees, and the change of
principal office address from 4th Floor, 6750 Office Tower, Ayala Avenue, Makati City 1226
Philippines to 35th Floor, Ayala Triangle Gardens Tower 2, Paseo de Roxas corner Makati Avenue,
Makati City, with updated Bureau of Internal Revenue (BIR) Certificate of Registration on March 3,
2022. On July 20, 2022, the amendment to the Articles of Incorporation was approved by the SEC.
On the same date, the SEC approved the proposed amendments to ACEN’s By-Laws and are intended
to reflect the change in corporate name and principal office of ACEN, align with the Revised
Corporation Code and good corporate governance practices, and geared towards the digitalization of
certain governance processes, the importance of which has been highlighted by the current
circumstances.
The Parent Company's Amended Articles of Incorporation and By-Laws are effective July 20, 2022.
The accompanying unaudited interim condensed consolidated financial statements of ACEN and its
subsidiaries (“the Group”) as at September 30, 2022, and for the nine-month periods ended
September 30, 2022 and 2021 were approved and authorized for issuance by the Parent Company’s
Audit Committee (pursuant to the authority delegated by the Parent Company's Board of Directors
(BOD)) on November 3, 2022.
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-2-
The unaudited interim condensed consolidated financial statements are presented in Philippine Peso
(P
=) which is the functional and presentation current of the Parent Company, and all amounts are
rounded to the nearest thousands (‘000) unless otherwise indicated.
Statement of Compliance
The accompanying unaudited interim condensed consolidated financial statements have been
prepared in accordance with Philippine Accounting Standards (PAS) 34, Interim Financial Reporting.
The unaudited interim condensed consolidated financial statements do not include all the information
and disclosures required in the annual financial statements and should be read in conjunction with the
Group’s annual consolidated financial statements as at December 31, 2021.
Unless otherwise indicated, adoption of these new standards and amendments did not have a material
impact of the unaudited interim condensed consolidated financial statements of the Group.
The amendments are intended to replace a reference to the Framework for the Preparation and
Presentation of Financial Statements, issued in 1989, with a reference to the Conceptual
Framework for Financial Reporting issued in March 2018 without significantly changing its
requirements. The amendments added an exception to the recognition principle of PFRS 3,
Business Combinations to avoid the issue of potential ‘day 2’gains or losses arising for liabilities
and contingent liabilities that would be within the scope of PAS 37, Provisions, Contingent
Liabilities and Contingent Assets or Philippine-IFRIC 21, Levies, if incurred separately.
At the same time, the amendments add a new paragraph to PFRS 3 to clarify that contingent
assets do not qualify for recognition at the acquisition date.
• Amendments to PAS 16, Plant and Equipment: Proceeds before Intended Use
The amendments prohibit entities deducting from the cost of an item of property, plant and
equipment, any proceeds from selling items produced while bringing that asset to the location and
condition necessary for it to be capable of operating in the manner intended by management.
Instead, an entity recognizes the proceeds from selling such items, and the costs of producing
those items, in profit or loss.
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The amendments specify which costs an entity needs to include when assessing whether a
contract is onerous or loss-making. The amendments apply a “directly related cost approach”.
The costs that relate directly to a contract to provide goods or services include both incremental
costs and an allocation of costs directly related to contract activities. General and administrative
costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to
the counterparty under the contract.
The amendment permits a subsidiary that elects to apply paragraph D16(a) of PFRS 1 to
measure cumulative translation differences using the amounts reported by the parent, based
on the parent’s date of transition to PFRS. This amendment is also applied to an associate or
joint venture that elects to apply paragraph D16(a) of PFRS 1.
• Amendments to PFRS 9, Financial Instruments, Fees in the ’10 per cent’ test for
derecognition of financial liabilities
The amendment clarifies the fees that an entity includes when assessing whether the terms of
a new or modified financial liability are substantially different from the terms of the original
financial liability. These fees include only those paid or received between the borrower and
the lender, including fees paid or received by either the borrower or lender on the other’s
behalf. An entity applies the amendment to financial liabilities that are modified or
exchanged on or after the beginning of the annual reporting period in which the entity first
applies the amendment.
The amendment removes the requirement in paragraph 22 of PAS 41 that entities exclude
cash flows for taxation when measuring the fair value of assets within the scope of PAS 41.
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Basis of Consolidation
The interim condensed consolidated financial statements comprise the financial statements of the
Group. For the nine-month period ended September 30, 2022, the following are the changes in the
Parent Company’s ownership in its subsidiaries:
The following are the significant transactions of the Group during the nine-month period ended
September 30, 2022:
Acquisition of additional 50% interest in UPC-AC Energy Australia (HK) Ltd. (“UPC-ACE
Australia”)
On March 11, 2022, ACEN, through its subsidiary ACEN Renewables International Pte. Ltd.
(“ACRI”), UPC Renewables Asia Pacific Holdings Pte Limited (“UPCAPH”), and Mr. Anton Rohner
(“Rohner”) signed a Share Purchase Agreement for ACRI’s acquisition of the 50% ownership interest
of UPCAPH and Mr. Rohner in UPC-ACE Australia increasing ownership to 100% (see Note 8).
-5-
On August 16, 2022, ACEN, ACE Endevor, and NAREDCO executed the agreements for the
subscription by (1) ACEN to 275,000 Redeemable Preferred Shares A (“RPS A”) with a par value of
=2,820.51 per share or an aggregate par value of P
P =775.64 million and 200,000 Redeemable Preferred
Shares C (“RPS C”) with a par value of P=2,585.55 per share or an aggregate par value of P
=517.11
million; and (2) Endevor to 25,000 Redeemable Preferred Shares B (“RPS B”) with a par value of
=1.00 per share or an aggregate par value of P
P =0.25 million in NAREDCO. Total Subscription Price
amounted to P=1,292.78 million.
Cancellation of the Property-for-Shares Swap between ACEX and ACEN, Stock Rights Offering,
Follow-On Offering, and Shelf Registration
On June 3, 2022, ACEN BOD approved the cancellation of the property-for-share swap and Deed of
Assignment between ACEN and its subsidiary, ACE Enexor, Inc. (ACEX) due to unfavorable market
conditions. As a result, the Request for Confirmation of the Valuation of the Asset in exchange for the
shares filed with the SEC, and the Issuance of the Certificate Authorizing Registration filed with the
Bureau of Internal Revenue are being withdrawn.
On the same date, ACEX’s BOD also approved the cancellation of the conduct of a Stock Rights
Offer of up to 105.00 million of ACEX’s shares at P=10.00 per share; the cancellation of the issuance
of up to 74.00 million shares of ACEX pursuant to ACEX’s planned follow-on offering (“FOO”) at
an FOO price range of P =10.00 to P
=11.84 per share; and the cancellation of filing by ACEX with the
SEC of a registration statement covering a three-year shelf registration of up to 650.00 million
primary common shares.
The Executive Committee also authorized ACEN (1) to offer and issue, out of the Debt Securities to
be shelf registered, up to P
=10,000.00 million Php-denominated ASEAN Green Fixed Rate 5-year
Bonds (the “Bonds”) as the first tranche of the Debt Securities Program, and (2) to apply for the
listing of the Bonds with the Philippine Dealing & Exchange Corp.
On September 22, 2022, ACEN issued and listed on the Philippine Dealing & Exchange Corp. its
ASEAN Green fixed-rate bonds with a tenor of five (5) years, in the aggregate principal amount of
=10,000.00 million due 2027 and with an interest rate of 6.0526% (the “Green Bonds”) (see Note 15).
P
EPHI is a vehicle company that allows financial investors to invest in energy transition by
accelerating the retirement of thermal power plants, and to fund the development of new clean energy
technologies.
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-6-
On September 28, 2022, ACEN BOD approved the commitment of up to AU$800.00 million (in any
combination of equity, credit support, and guarantees, and similar arrangements) in relation to the
construction of the 520MWdc Stubbo Solar Farm Project in Australia.
ACEN Australia Pty Ltd. (“ACEN Australia")’s execution of green long-term revolving loan facility,
with ACEN as Guarantor
On August 18, 2022, ACEN Australia, a joint venture under ACRI, and DBS Bank Australia,
executed a Common Provisions Agreement and a Facility Agreement for an AU$100.00 million
green long-term revolving loan facility. This green long-term revolving loan facility is part of
ACEN’s aim to raise an initial issuance of over AU$600.00 million to support the development of
ACEN’s projects in Australia.
On the same date, ACEN, as Guarantor to ACEN Australia, executed a Common Provisions
Agreement and a Facility Agreement with ACEN Australia and DBS Bank Ltd., Australia Branch for
an AU$100.00 million green long-term revolving loan facility.
On September 15, 2022, ACEN, as Guarantor to ACEN Australia, executed a Facility Agreement
with ACEN Australia and MUFG Bank, Ltd., Sydney Branch (“MUFG”) for an AU$140.00 million
green term loan facility.
MUFG and ACEN Australia also entered into an Accession Letter to include MUFG as a Lender
under the Common Provisions Agreement dated August 18, 2022 (with ACEN Australia and DBS
Bank Ltd., Australia Branch and ACEN as Guarantor to ACEN Australia).
The preparation of the accompanying unaudited interim condensed consolidated financial statements
in conformity with PFRSs requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying notes. The estimates and
assumptions used in the accompanying consolidated financial statements are based upon
management’s evaluation of relevant facts and circumstances as at the date of the consolidated
financial statements. Actual results could differ from such estimates.
Except as otherwise stated, the significant accounting policies, judgements, estimates and
assumptions used in the preparation of the unaudited interim condensed consolidated financial
statements are consistent with those used in the annual consolidated financial statements as at and for
the year ended December 31, 2021.
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Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the
amounts recognized in unaudited interim condensed consolidated financial statements.
Where such acquisitions are not judged to be an acquisition of a business, they are not treated as
business combinations. Rather, the cost to acquire the corporate entity is allocated between the
identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date.
Otherwise, corporate acquisitions are accounted for as business combinations. The cost of the
acquisition is allocated to the assets and liabilities acquired based upon their relative fair values, and
no goodwill or deferred tax is recognized.
The acquisitions of the Group were accounted for as business combinations (see Note 4).
Even though the Group holds 50% and 80% ownership interest in BCEI and UPC-ACE Australia,
respectively, on these arrangements, their joint arrangement agreement requires unanimous consent
from all parties to the agreement for the relevant activities identified. The Group and the parties to the
agreement only have rights to the net assets of the joint venture through the terms of the contractual
arrangements.
As of September 30, 2022, the investment in SLTEC is not yet available for immediate sale in its
present condition. SLTEC’s capital restructuring where the number of common shares are reduced,
and the redeemable preferred shares are converted from voting to nonvoting has not been completed.
Approval from the Philippine SEC on the reduction of common shares and conversion of redeemable
preferred shares was obtained October 7, 2022. This is considered a non-adjusting subsequent event.
-8-
As of November 3, 2022, noncurrent receivable from PEMC amounts to P =1.137.26 million (see Note
6) and noncurrent trade payables (see Note 14) amounts to P=1,238.58 million. While it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation, a
reliable estimate cannot be made yet since ERC has yet to instruct IEMOP to recalculate the rates and
issue adjustments.
The Group determined the fair value of the net assets of the investee companies for the finalization of
the purchase price allocation. Estimation of the fair value were used due to unavailability of
information to facilitate fair value computation. Information related to certain bilateral contracts, and
property plant and equipment are necessary for the valuation of assets (see Note 4).
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration
transferred and the amount recognized for NCI, and any previous interest held, over the net
identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in
excess of the aggregate consideration transferred; the Group re-assesses whether it has correctly
identified all the assets acquired, and all of the liabilities assumed and reviews the procedures used to
measure the amounts to be recognized at the acquisition date. If the reassessment still results in an
excess of the fair value of net assets acquired over the aggregate consideration transferred, then the
gain is recognized in the consolidated statement of income.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For
the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash-generating units (CGU) that are expected to
benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are
assigned to those units.
Where goodwill has been allocated to a CGU and part of the operation within that unit is disposed of,
the goodwill associated with the disposed operation is included in the carrying amount of the
operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is
measured based on the relative values of the disposed operation and the portion of the CGU retained.
4. Business Combination
-9-
Stella Marie L. Sutton (collectively “the Sellers”) signed an agreement for the sale and purchase of
UPC Philippine’s and Ms. Sutton’s share and/or subscription rights in the following companies to
ACEN and ACE Endevor:
• 40% interest in North Luzon Renewable Energy Corp. (“NLR”, the owner and operator of an
81MW operating wind farm in Brgy. Caparispisan, Pagudpud, Ilocos Norte) (see Note 8),
• 39.98% interest in Bayog Wind Power Corp. (“BWPC”, the owner of the 160MW Pagudpud
Wind Farm that is currently under construction in Brgy. Balaoi, Pagudpud, Ilocos Norte) (see
Note 17), and
• 100% in development and pipeline vehicle companies (collectively referred to as “Target
Companies”):
o Buduan Wind Energy Co, Inc.,
o Caraballo Mountains UPC Asia Corporation,
o Pangasinan UPC Asia Corporation,
o Sapat Highlands Wind Corporation,
o Mindanao Wind Power Corp.,
o Itbayat Island UPC Asia Corporation,
o Laguna Central Renewables, Inc.,
o Laguna West Renewables, Inc.,
o Suyo UPC Asia Corporation, and
o SolarAce 4 Energy Corp. (“SolarAce 4")
Prior to the acquisition of 39.98% in BPWC, ACEN indirectly owned 60.00% interest through its
wholly owned subsidiary, Pagudpud Wind Power Corp. The acquisition resulted to 100.00% interest
in BPWC and is accounted for as an acquisition of noncontrolling interest (see Note 17).
Prior to the acquisition of 30.00% in SolarAce4, ACEN indirectly owned 70.00% interest through its
wholly owned subsidiary, Endevor. The acquisition resulted to 100.00% interest in SolarAce4 and is
accounted for as an acquisition of noncontrolling interest (see Note 17).
The following are the fair values of the identifiable assets and liabilities of the Target Companies as
at the date of acquisition:
Assets
Cash and cash equivalents =2,690
P
Accounts and notes receivable 727
Input value added tax 2,640
Property, plant and equipment 202
Other noncurrent assets 71,762
78,021
Liabilities
Accounts payable and other current liabilities 3,345
Income and withholding taxes payable 4
Long-term loans – net of current portion 85,558
Other noncurrent liabilities 55,384
144,291
Total identifiable net assets (66,270)
Less: Cost of acquisition 5,167
Goodwill arising on acquisition (see Note 12) =71,437
P
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- 10 -
Goodwill comprises the fair value of expected synergies arising from the acquisition. This is
presented under Goodwill in the interim condensed consolidated statements of financial position.
None of the goodwill recognized is expected to be deductible for income tax purposes.
If the acquisition had taken place at the beginning of 2022, revenue contribution for the nine-month
period ended September 30, 2022, would have been P =0.01 million and the additional contribution to
the net loss attributable to ACEN would have amounted to P =2.04 million.
Following the ACEN BOD approval made on October 18, 2021, whereby ACEN and Endevor will
acquire interest in UPC Philippines entities, the Sellers will in turn subscribe to up to 390.00 million
common shares of ACEN with subscription price of P = 11.32/share, subject to adjustments. The
issuance and listing of the ACEN common shares were approved by ACEN’s stockholders on
December 15, 2021.
Consequently, on March 22, 2022, ACEN signed Subscription Agreements with the Sellers for
389,995,833 ACEN shares for subscription price per share of P
=8.2889 per share (see Note 17).
Interest income from cash in banks and cash equivalents for the nine-month period ended September
30, 2022 and 2021 amounted to P =91.16 million and P
=95.25 million, respectively (Note 22).
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 11 -
Accounts receivable
This account consists of:
- 12 -
Other receivables are comprised of outstanding balance from NGCP for the sale of transmission line
assets, refundable deposits, receivable from employees and dividends receivables.
Notes receivable
This account consists of:
Debt replacement facilities are provided to related party entities, mostly joint ventures, in order to
fund investment requirements for plants while undergoing construction and implementation or release
of project financing from bank.
Receivables from Greencore Power Solutions 3, Inc. (“Greencore 3”) (Joint venture)
On February 4, 2021, , Greencore 3, ACEN, Citicore Solar Energy Corporation (“CSEC"), and
Endevor entered into an Omnibus Agreement wherein ACEN has granted term loan facility to the
Company amounting to P =2.68 billion, in order to finance the design, engineering, financing,
construction, procurement and supply, manufacturing, commissioning, start-up, testing, delivery,
ownership, operation and maintenance of the Arayat Phase 1 Project - 50 MWac (72MWdc) and any
other activities incidental thereto.
On February 9, 2022, the Omnibus Agreement was amended to increase the loan facility by
=185 million or total loan facility of P
P =2.86 billion to finance additional costs in the construction,
procurement and supply needed for the completion of the Arayat Phase 1 Project and to extend the
maturity date of the loan from March 1, 2023 to June 30, 2023. The loan facility bears an interest of
6.5% to 7% per annum which is fixed at the date of drawdown and a commitment fee of 0.25% per
annum for the cancelled and/or undrawn amount.
On May 25, 2022, Greencore 3, ACEN, CSEC, and Endevor entered into an Omnibus Agreement
wherein ACEN has granted term loan facility to the Company amounting to P =1.99 billion, in order to
finance the design, engineering, financing, construction, procurement and supply, manufacturing,
commissioning, start-up, testing, delivery, ownership, operation and maintenance of the Arayat Phase
2 Project – 30 MWac (44MWdc) and any other activities incidental thereto.
On June 21, 2022, the Omnibus Agreement was amended to update the drawdown schedule. The loan
facility bears an interest of 7% per annum which is fixed at the date of drawdown and a commitment
fee of 0.25% per annum for the cancelled and/or undrawn amount.
- 13 -
Receivables from Wind Power Hoa Dong (Hoa Dong) and Wind Power Lac Hoa (Lac Hoa)
On April 4, 2022, the Group entered into an interest-bearing loan facility with Hoa Dong and Lac
Hoa to provide bridge financing and to partially fund the construction of the Soc Trang Wind
projects. The interest-bearing loan has a total facility of US$41.59 million for Hoa Dong and
US$47.41 million for Lac Hoa and bears an annual fixed rate payable. Principal is payable in full on
December 31, 2022, in case of third-party financing or in tranches every first calendar quarter of the
fourth period or every end of the calendar quarter, until full payment of the loan in case of no third-
party refinancing.
Development loans from third parties include loans from Provincia and UPC Renewables Asia
Pacific Holdings Limited (URAPHL).
Other loans receivable from third parties includes long term loan receivables for land acquisitions.
- 14 -
As at September 30, 2022 and December 31, 2021, the aging analysis of receivables are as follows:
On January 21, 2022, ACEN and MORE Power Barge, Inc. executed the Deed of Absolute Sale and
Assignment implementing the sale of Power Barge 101 amounting to P
=126.00 million, inclusive of
VAT, and sold at cost.
On February 22, 2022, ACEN and SPC Island Power Corporation executed the Deed of Absolute
Sale and Assignment implementing the sale of PB 102 amounting to P =39.20 million, inclusive of
VAT. Conditions precedent to closing of the transaction is the approval of PSALM to the assignment
of the Lease Agreement covering the mooring site of PB 102. The sale resulted to a loss of
=4.20 million.
P
On April 18, 2022, ACEN and SPC Power Corporation executed the Deed of Absolute Sale and
Assignment implementing the sale of PB 103 amounting to P
=39.20 million, inclusive of VAT. The
sale resulted to a loss of P
=4.20 million.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 15 -
The Group’s investment in associates and joint ventures and the corresponding effective percentage
ownership are shown below:
- 16 -
- 17 -
NLR
On March 18, 2022, ACEN and UPC Philippines Holdco I BV executed a Deed of Absolute Sale of
Shares covering 16,668 common shares and 740 preferred shares representing 33% ownership in
NLR for P=2,385.27 million.
PhilWind directly and indirectly owns 67% of NLR through its 38.00% direct interest and 28.70%
indirect interest through its 100.00% owned subsidiary, Ilocos Wind Energy Holding Co., Inc.
The Group’s investment in NLR is comprised of 42.96% direct interest in PhilWind, 26.80% indirect
interest in PhilWind though wholly owned subsidiary, Giga Ace 1, Inc., and 33.00% direct interest in
NLR. As of September 30, 2022, the Group’s effective ownership in NLR is 79.87%.
The investment in PhilWind and NLR are accounted for as investments in joint venture as the
relevant activities of PhilWind and NLR require the unanimous consent of the stockholders.
On March 21, 2022, ACRI, UPCAPH, and Mr. Rohner signed separate instruments of transfer for the
transfer to ACRI of UPCAPH’s 7,150 ordinary shares in UPC-ACE Australia for US$78.34 million
=4,070.41 million) and Rohner’s 1,000,054 ordinary class B shares in UPC Australia for
(P
US$9.36 million (P=486.22 million), thereby completing the first tranche of the acquisition. The
aggregate consideration paid by ACRI to UPCAPH and Mr. Rohner is US$87.70 million
(P
=4,556.63 million).
Following the ACEN BOD approval made on October 18, 2021, whereby ACRI will acquire interest
in UPC-ACE Australia and UPC Australia, the Sellers will in turn subscribe to up to 942.00 million
common shares of ACEN with subscription price of P
=11.32/share, subject to adjustments. The
issuance and listing of the ACEN common shares were approved by ACEN’s stockholders on
December 15, 2021.
Consequently, on March 21, 2022, ACEN signed Subscription Agreements with the Sellers for
930,750,000 ACEN shares for subscription price per share of P
=7.871 per share (see Note 17).
UPC-ACE Australia is the joint venture holding company of ACRI and UPCAPH for Australia
energy and power projects and investments.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 18 -
UPC Renewables Australia, a subsidiary of UPC-ACE Australia is developing the 1,000MW Robbins
Island and Jim’s Plain solar project in Northwest Tasmania and the 520MW New England Solar Farm
(NESF) located near Uralla in New South Wales. UPC Renewables Australia also has a further
development portfolio of another 8,000MW’s located in NSW, Tasmania, Victoria and South
Australia.
In US$ In PHP
Consideration received $12,765 =734,667
P
Less: Carrying amount of investment on the date
of loss of significant influence* – –
Gain on divestment (Note 22) $12,765 =734,667
P
*TBC is presented under “Others”
The Group’s investment in other financial assets at amortized cost are shown below:
Forward
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 19 -
Convertible loans
- 20 -
Convertible loan facilities bear interest ranging from 8.50% to 12.00% per annum. Dividends on
convertible loans which are classified and accrued as interest income on a monthly basis are subject
to declaration prior to payment.
Interest income
The Group earns interest income from its investments in redeemable preferred shares, subscription
deposits, and convertible loans amounting to:
During the nine-month period ended September 30, 2022, the Group acquired assets with a cost of
=9,422.63 million (year ended December 31, 2021: P
P =5,548.43 million). This includes property, plant,
and equipment acquired through business combination amounting to P
=0.20 million (see Note 4).
For the nine-month period ended September 30, 2022, the Group invested significant capital
expenditures related to the following projects:
In 2021, the Group invested significant capital expenditures related to the following projects:
- 21 -
As of September 30, 2022 and 2021, unpaid property, plant and equipment acquisitions amounted to
=1,126.05 million and P
P =1,108.55 million respectively.
Borrowing cost capitalized to property, plant, and equipment amounted to P =584.81 million and
nil as at September 30, 2022 and 2021, respectively. The capitalization rate used to determine the
borrowing cost eligible for capitalization is 5.5% and nil in 2022 and 2021, respectively.
For the nine-month periods ended September 30, 2022 and 2021, depreciation and amortization
included in the cost of sale of electricity amounted to P
=1,359.99 million and P
=1,051.18 million,
respectively (see Note 19), while depreciation and amortization included as part of cost of expenses
amounted to P=101.39 million and P =76.49 million, respectively.
The Group’s property, plant, and equipment with carrying value of P =3,546.88 million, and
=3,702.37 million as at September 30, 2022 and 2021, respectively, were mortgaged as security for
P
the long-term loan of the Group. There are no other property, plant, and equipment that are used to
secure the borrowings of the Group (see Note 15).
- 22 -
New Lease Agreements during the nine-month period ended September 30, 2022 are as follows:
- 23 -
Allowance for impairment relates to the advances to contractors paid by Bataan Solar Energy, Inc.
(“BSEI”) for the development of its renewable energy laboratory facility with energy storage system
project (see Note 10).
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 24 -
- 25 -
Short-term Loans
ACEN has outstanding short-term loans availed in during the nine-month period ended
September 30, 2022 from various local banks amounting to P=6,900.00 million with interest range
from 3.00% to 4.25% (year ended December 31, 2021: nil).
Total interest expense recognized on short-term loans amounted to P=135.07 million for the nine-
month period ended September 30, 2022 (P =52.72 million for the nine-month period ended September
30, 2021) (Note 21).
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 26 -
Long-term Loans
Facility Loan Date of Maturity Interest Rate Payment Covenants / Collateral September December
Availed Availment Terms 30, 2022 31, 2021
(Unaudited) (Audited)
ACEN
=1,175.00
P P1,175.00
= January 11, July 11, 6.50% per annum Principal and Maximum net DE ratio of 3.0x* P
=692,424 =768,813
P
million Loan million 2017 2029 interest
A payable Based on the ACEN consolidated
semi-annual year-end balances.
Tested semi-annual
- 27 -
Facility Loan Date of Maturity Interest Rate Payment Covenants / Collateral September December
Availed Availment Terms 30, 2022 31, 2021
(Unaudited) (Audited)
P1,000.00
= June 10, July 15, 5.066% per annum
million 2022 2030
P4,500.00
= =805.00
P March 30, March 30, Floating interest rate Principal and Maximum net DE ratio of 3.0x 4,500,000 805,000
million Loan million 2021 2031 repriced on every interest
D succeeding semi-annual payable Based on the ACEN consolidated
P2,000.00
= February March 30, period. Can be converted semi-annual year-end balances.
million 28, 2022 2031 to fixed up to the 2nd
anniversary of initial Tested semi-annual
P1,695.00
= April 11, March 30, drawdown.
million 2022 2031
NorthWind
=2,300.00
P P2,300.00
= May 29, May 29, Fixed at a rate of 5.13% Principal and Minimum historical DSCR of 1.05 P
=2,018,020 =2,092,540
P
million million 2020 2032 for ten (10) years to be interest times
repriced after the 10th payable
anniversary at a rate semi-annual Based on the standalone balances of
equivalent to (a) the 2- the borrower.
year base fixed rate plus a
spread of 1.115%, or (b) Tested annually at year end.
5.125% per annum,
whichever is higher
Guimaras
Wind
=4,300.00
P P4,300.00
= December February Fixed rate of 6.50% for Principal and Minimum DSCR of 1.2x, a 1,142,503 1,280,524
million loan million 18, 2013 14, 2029 Security Bank Corporation interest maximum Debt to equity ratio of
(SBC) and 6.25% for payable 70:30.
Development Bank of the semi-annual
Philippines (DBP) Based on the standalone balances of
the borrower.
- 28 -
Facility Loan Date of Maturity Interest Rate Payment Covenants / Collateral September December
Availed Availment Terms 30, 2022 31, 2021
(Unaudited) (Audited)
the old Omnibus payable amendment effective date and (ii)
Agreement semi-annual 75:25 thereafter.
- 29 -
ACEN and SLTEC signing of Amended and Restated Omnibus Loan and Security Agreement,
Administration and Management Agreement (“AROLSA”), and Operations and Maintenance
Agreement
On April 11, 2022, ACEN, as share security grantor, and its subsidiary SLTEC, as borrower, signed
an Amended and Restated OLSA for the refinancing of the 246MW SLTEC Circulating Fluidized
Bed thermal power plant under an energy transition financing with the Bank of Philippine Islands and
Rizal Commercial Banking Corporation as lenders.
ACEN and SLTEC also signed an Operations and Maintenance Agreement, and Administration and
Management Agreement for ACEN’s administration, control, and management of the entire capacity
of the SLTEC power plant.
The Amended and Restated OLSA increased the facility from P =11,000.00 million (P=9,800.00 million
of which was outstanding at that time) to P=13,700.00 million, which will be used to refinance the
existing loan, finance the partial redemption of SLTEC shares held by ACEN upon regulatory
approval, and fund transaction-related costs. ACEN, in turn, shall use the proceeds of the equity
redemption to reinvest in renewable energy projects.
The above transactions are in line with ACEN’s commitment to net-zero greenhouse gas emissions by
2050 or earlier. This goal is supported by key milestones that will bring ACEN generation output to
100% renewable energy by 2025.
Through this mechanism, the coal plant’s operating life of up to 50 years will be cut in half, as ACEN
commits to retire and transition the plant to a cleaner technology by 2040. This transaction shall serve
as a pioneer energy transition financing in the country.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 30 -
9-year Floating
Interest Rate
P2,975.00
= P2,975.00
= April 18, 2022 April 18, 2031 5.35% per Principal and
million million annum interest payable
semi-annual
9-year Floating
Interest Rate
Loan
As disclosed in Note 10, certain property, plant, and equipment are used as collateral to long-term
loans.
Notes payable
- 31 -
Senior guaranteed undated fixed-for-life notes under the MTN Programme Compliance with
covenants
For as long as the senior guaranteed undated fixed-for-life notes remain outstanding, ACEN Finance
Limited and ACEN are required to comply with certain covenants including the creation and
permission to subsist only the liens created in respect of the limited recourse project financing of any
project company and maintain a maximum net debt to equity ratio of 2.5 to 1.0 based on ACEN
consolidated financials. These were complied with by the Group as at September 30, 2022 and
December 31, 2021.
On September 22, 2022, ACEN issued an unsecured fixed-rate PHP Green Bonds with an aggregate
principal of ₱10,000.00 million. The proceeds will be used to finance investments in various solar
farms. There are no securities pledged as collateral for these bonds. The issue cost amounted to
₱126.28 million.
The offer is comprised of 5-year PHP Green Bonds due on September 22, 2027 with interest rate of
6.0526% per annum. This issuance is ACEN’s first tranche offered out of the shelf registration of
debt securities of ₱30,000.00 million to be offered within a period of three (3) years. Interest on the
PHP Green Bonds is payable quarterly in arrears starting on December 22, 2022, for the first interest
payment date and on March 22, June 22, September 22, and December 22 each year for each
subsequent payment date.
As of September 30, 2022, the outstanding balance of the PHP Green Bonds is ₱10,000.00 million.
The amount payable to the Bondholders in respect of any such redemption shall be calculated as the
sum of (i) the Call Option Price applied to the principal amount of the then outstanding PHP Green
Bonds being redeemed; and (ii) all accrued interest on the PHP Green Bonds as of the Call Option
Date.
The redemption option was assessed to be embedded derivatives that is clearly and closely related to
the host contract, therefore, not required to be bifurcated.
Covenants
The PHP Green Bonds provide for the Issuer to comply with covenants including incurrence or
guarantee of additional indebtedness; prepayment or redemption of subordinate debt and equity;
making certain investments and capital expenditures; effecting any consolidation or merger with other
entities where ACEN is not the surviving corporation in such merger or consolidation; and certain
other covenants. The PHP Green Bonds requires the Issuer to maintain, for as long as any of the PHP
Green Bonds remain outstanding, a Net Debt to Total Equity Ratio of not more than 3.0:1.0. These
were complied with as at September 30, 2022.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 32 -
For the nine-months period ended September 30, 2022 and 2021, total interest expense and other
financing charges recognized on the USD Green Bonds amounted to US$12.45 million
(P
=668.75 million) and US$1.03 million (P
=51.46 million), respectively, while nil for both periods for
the PHP Green Bonds.
On June 30, 2022, Insular Life Assurance Company, Ltd. (“InLife”) signed a subscription agreement
for 10.00 million Preferred Shares in SLTEC for a total subscription price of P=1,000.00 million, and
subject to conditions set forth in the agreement, including the approval of the SEC of SLTEC’s
Amendment of Articles. The amount is booked under deposits for future stock subscription.
17. Equity
Capital Stock
Number of Shares
September 30, December 31,
2022 2021
(Unaudited) (Audited)
Authorized capital stock – P
=1 par value 48,400,000,000 48,400,000,000
Issued shares:
Balance at beginning of the period 38,338,527,174 13,706,957,210
Issuance of new shares 1,353,368,499 24,631,569,964
Adjustment in grants through Employee
Stock Ownership Plan (900) –
Balance at end of the period 39,691,894,773 38,338,527,174
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 33 -
The issued and outstanding shares as at September 30, 2022 and December 31, 2021 are held by
3,192 and 3,188 equity holders, respectively.
The following table presents the track record of registration of capital stock:
Subscription by Sellers of UPC-ACE Australia and UPC Australia and Sellers of UPC Philippines
On March 21, 2022, ACEN signed Subscription Agreements with the following entities for the
following number of shares in ACEN at a price of P
=7.871 per share:
UPCAPH 869,119,204
Anton Rohner (“Rohner”) 61,630,796
Total ACEN shares to be issued 930,750,000
Subscription price per share =7.871
P
Total subscription price =7,325,933,250
P
On March 22, 2022, ACEN signed Subscription Agreements with the following entities for the
following number of shares in ACEN at a price of P
=8.2889 per share:
The subscription by Sellers of UPC-ACE Australia and UPC Australia and Sellers of UPC
Philippines to ACEN shares was approved by the BOD of ACEN on October 18, 2021.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 34 -
The issuance and listing of the ACEN common shares were approved by ACEN’s stockholders on
December 15, 2021. On March 8, 2022, the BOD of ACEN approved a revised list of subscribers
constituting the UPC Philippines, including a re-allocation of some of the shares for subscription,
which was presented to the stockholders for approval during the 2022 annual stockholders’ meeting
of ACEN on April 25, 2022.
On August 19, 2022, ACEN issued 32,622,666 common shares to various employees of the Group
through the ESOWN.
Retained Earnings
Retained earnings represent the Group’s accumulated earnings, net of dividends declared. The
balance includes accumulated earnings of subsidiaries, joint venture and associates, which are not
available for dividend declaration by the Parent Company until these are declared by the investee
companies.
Retained earnings not available for dividend declaration are included in the Group’s retained earnings
to the extent of (a) accumulated equity in undistributed net earnings of consolidated subsidiaries, and
associates and joint ventures accounted for under equity method amounting P =32,078.95 million and
=28,628.17 as at September 30, 2022 and December 31, 2021, respectively and (b) the cost of
P
treasury shares amounted to P=28.66 million as at September 30, 2022 and December 31, 2021.
As of September 30, 2022, and December 31, 2021, deferred tax liabilities have not been recognized
on undistributed earnings of and cumulative translation adjustment of foreign subsidiaries since the
timing of the reversal of the temporary difference can be controlled by the Group and management
does not expect the reversal of the temporary differences in the foreseeable future. The undistributed
earnings and cumulative translation adjustment amounted to US$834.10 million (P =43,859.99 million)
and US$468.49 million (P =23,727.21 million) as of September 30, 2022, and December 31, 2021,
respectively.
Dividends
On March 8, 2022, the BOD of ACEN approved the declaration of cash dividends of six centavos
(P
=0.06) per share on the 38,315,838,177 outstanding shares of ACEN, or a total dividend amounting
to P
=2,298.95 million, paid on April 19, 2022, to the shareholders on record as at April 5, 2022.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 35 -
September 30,
2022 December 31, 2021
(Unaudited) (Audited)
Balance at beginning of period P
=29,950,776 =50,398,831
P
Net income attributable to NCI 1,230,165 2,415,063
OCI attributable to NCI 42,108 4,152
Acquisition of NCI 15,139 (313,598)
Additions through business combination 1,096 –
Dividends (1,099,084) (2,231,038)
Cumulative translation adjustments (90,332) 61,653
Capital infusions – 1,988
Capital redemption – (20,386,275)
Balance at end of period P
=30,049,868 =29,950,776
P
Dividends
in US$ In PHP
2022
AC Energy Cayman (“ACEC”) $20,614 =1,099,084
P
2021
ACEC $43,705 =2,141,568
P
Manapla Sun Power Development
Corporation (“MSPDC”) – 15,300
NorthWind Power Development
Corporation (“NorthWind”) – 74,170
$43,705 =2,231,038
P
In 2022, the BOD of ACEC declared dividends to shareholders of its various redeemable preferred
shares for a total of $20.61 million (P
=1,099.08 million), which was paid during the period.
On January 18, 2021, May 19, 2021, July 21, 2021 and October 27, 2021, the BOD of ACEC
declared dividends to shareholders of its various redeemable preferred shares for a total of
$13.00 million (P
=625.57 million), $10.88 million (P =521.19 million), $14.31 million (P
=720.23 million)
and $5.52 million (P
=280.12 million), respectively, as owned by ACEFIL.
In 2021, the BOD of MSPDC approved three (3) declarations of cash dividends amounting to
=15.00 million each, of which, P
P =5.10 million was attributable to NCI. These were fully paid on
March 6, 2021, June 28, 2021 and September 10, 2021.
- 36 -
The acquisitions resulted to 100% ownership in BWPC and SolarAce4 (see Note 4). The excess of
the consideration over the carrying amount of non-controlling interest is recognized under the equity
reserves amounting to P=110.42 million and P
=0.07 million for BWPC and SolarAce4, respectively
Capital Management
The primarily objective of the Group’s capital management policy is to ensure that it maintains
sufficient funds and equity capital in order to support its business and maximize shareholder value.
The Group manages its capital structure and adjust it, in light of changes in economic conditions.
No changes were made in the objectives, policies, or processes for the nine-month period ended
September 30, 2022, and year ended December 31, 2021. The Group considers its total equity as
capital.
The loan agreements on long-term debt of the Parent Company and some subsidiaries provide for
certain restrictions and requirements with respect to, among others, payment of dividends, incurrence
of additional liabilities, investment and guarantees, mergers or consolidations or other material
changes in their ownership, corporate set-up or management, acquisition of treasury stock, disposition
and mortgage of assets and maintenance of financial ratios at certain levels. These restrictions and
requirements were complied with by the Group as of September 30, 2022, and December 31, 2021.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 37 -
Pre-termination fees
Revenues from power supply contract from the nine-month period ended September 30, 2022 include
RES customer pre-termination fees of P
=605.00 million.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 38 -
Forward
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 39 -
- 40 -
- 41 -
ACRI serves as a guarantor for the following borrowings entered by its related parties which ACRI
unconditionally and irrevocably guaranteed. Fees are charged for these guarantee agreements. ACRI
assessed that the expected credit loss from its guaranteed obligation of the related parties is nil.
Therefore, the obligation related to the guarantee extended by ACRI is nil.
As of September 30, 2022, the Group has an outstanding guarantee amounting to $234.4 million
related to solar projects in India. The purpose of the guarantees are to secure various modules and
supply agreements for the projects, performance guarantee, hedge guarantees and loan guarantees.
The group recognized guarantee income based on a fixed rate per annum applied to the outstanding
loan balance.
On January 15, 2021, the Group entered into a guarantee agreement with the bank for a total of
AUD 260 million ($169.1 million) to guarantee the obligation of New England Solar Project to the
project lender. As at September 30, 2022, total amount drawn from the loan was AUD98.98 million
($71.72 million). The Group recognized guarantee income based on a fixed rate per annum applied to
the outstanding loan balance.
In 2020, the Group entered into various guarantee agreements with BT1 Windfarm JSC (“BT1
Wind”) and BT2 Windfarm JSC (“BT2 Wind”) to provide a Parent Company Guarantee (PCG) in
favour of the contractors as security for the obligations of BT1 Wind and BT2 Wind. As at
December 31, 2021, the guarantee has been released upon achievement of commercial operations date
of the projects.
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
- 42 -
On September 30, 2020, the Group signed an agreement with a bank to guarantee BT1 Windfarm’s
payment obligation to the project lender on its loan amounting to $118.28 million. As at
December 31, 2021, total amount drawn from the facility was $110.98 million. On December 29,
2021, the guarantee has been terminated upon completion of conditions precedent. The Group
recognized guarantee income based on a fixed rate per annum applied to the outstanding loan balance.
On October 12, 2018, the Group has entered into a guarantee agreement with a bank for a total of
$37 million to guarantee the obligation of AMI Khan Hoa Solar project to the project
lender. Subsequently on October 3, 2020, loan amounting to $33.71 million was drawn by AMI Khan
Hoa. On March 16, 2022, the guarantee agreement has been terminated upon completion of the
necessary conditions precedent. The group recognized guarantee income based on a fixed rate per
annum applied to the outstanding loan balance.
For the nine-month periods ended September 30, 2022 and 2021, the Group recognized
corresponding guarantee fee income amounting to $5.29 million (P
=290.12 million) and
$3.10 million (P
=149.46 million), respectively.
At September 30, 2022, the Group through ACRI has outstanding commitments of $414.9 million
($207.1 million as at December 31, 2021) from the loan facilities it provided to related parties.
Applying the provisions of the CREATE Act, the Parent Company and certain subsidiaries of the
Group were subjected to either a lower regular corporate income tax rate of 25% or a minimum
corporate income tax rate of 1% effective July 1, 2020.
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Parties are related if one party has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and operating decisions. Parties
are also considered to be related if they are subject to common control or common significant
influence which include affiliates. Related parties may be individual or corporate entities.
Except as otherwise stated, outstanding balances at period-end are unsecured and are to be settled in
cash throughout the financial year. There have been no guarantees provided or received for any
related party receivables or payables. No provision for credit losses was recognized for receivables
from related parties recorded for the nine-month period ended September 30, 2022, and for the year
ended December 31, 2021. The assessments of collectability of receivables from related parties is
undertaken each financial year through examining the financial position of the related party and the
market in which the related party operations.
In the ordinary course of business, the Group transacts with associates, affiliates, jointly controlled
entities and other related parties on advances, loans, reimbursement of expenses, office space rentals,
management service agreements and electricity supply.
The transactions and balances of accounts as at September 30, 2022 and December 31, 2021 and for
the nine-month period ended September 30, 2022 and 2021 are:
Amount/ Outstanding
Volume Balance Terms / Conditions
September 30 September 30, December 31,
2022 2021 2022 2021
Nature (Unaudited) (Audited)
(Unaudited) (Audited)
Development loans (P
=8,365,161) =–
P P
=1,231,124 =9,596,286
P Interest bearing; unsecured; no
impairment
Interest receivable; interest 106,672 24,894 10,289 144,621 Interest bearing unsecured; no
income impairment
Management fee income 13,081 20,745 – 26,196 Unsecured; no impairment
Management fee expense 19,472 297,808 (20,340) (132,893) Non-interest bearing; due and
demandable
Due from related parties – – 125,915 110,373 Non-interest bearing; due and
demandable
Due from related parties – – (71,923) – Non-interest bearing; due and
demandable
Development loans
On May 27, 2022, ACEIC partially settled its outstanding development loans amounting to
US$168.00 million (P
=9,235.80 million). The development loan is interest bearing and earned
US$2.05 million (P
=106.89 million) interest income.
On May 14, 2021, ACEN and ACEIC entered into an uncommitted interest-bearing short-term loan
facility. The interest- bearing loan has a total facility of US$265.00 million and bears an interest rate
equivalent to the sum of (a) applicable average 5-day USD 1-year LIBOR rate immediately prior to
the actual drawing; and (b) 2.00% - 2.25%. The principal and interest are payable within one year
from the drawdown date. First drawdown was made on May 17, 2021.
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b. Notes Receivables
Other Loan
Joint Venture Ingrid Due in 2022; interest bearing;
P
=450,000 =–
P unsecured; no impairment
Joint Venture Infineum 4 Energy, Due in 2024; interest bearing;
Inc. 28,454 – unsecured; no impairment
P
=478,454 =–
P
Except for the discussion above, the movement in the notes receivable from related parties are
revaluation of US$ denominated notes receivable to Philippine peso from December 31, 2021, to
September 30, 2022.
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Development Loans
Joint Venture
UPC-ACE Solar 71,380 55,287 231,233 – various dates
Associate
UPC-ACE Australia – – 5,093 – various dates
TBC 59,014 41,882 – 74,101 various dates
Affiliate
Yoma Strategic 38,266 36,668 139,679 84,490 various dates
Debt replacements
Joint Venture
VWEL 57,697 207,000 454,131 394,970 various dates
Greencore 3 158,962 88,303 207,078 51,618 30-day, non-interest bearing
Asian Wind 2 136,230 219,228 105,136 253,989 various dates
BIM Wind 277,925 170,574 93,221 140,212 various dates
Lac Hoa 17,307 – 18,866 – various dates
Hoa Dong 16,753 – 18,263 – various dates
NEFIN Solar 15,058 2,534 11,427 – various dates
BIMRE 10,134 218,371 – 192,216 various dates
Asian Wind 1 188,630 157,427 – – various dates
Others
Affiliates 3,078 – 1,204 – 30-day, non-interest bearing
P
= 3,736,762 =2,686,042
P P
= 6,029,522 =3,559,720
P
d. Loans Payable
The Group entered into lease agreements with Ayala Land, Inc, (ALI) and Fort Bonifacio
Development Corporation (FBDC), affiliates, for the use of its office unit and parking spaces.
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Outstanding Balance
Amount/Volume Receivable (Payable)
Sept 30,2022 Sept 30, 2021 Sep30,2022 Dec 31, 2021
(Unaudited) (Unaudited) (Unaudited) (Audited) Terms
Management fee income P
=46,388 =43,195
P P
=10,323 =25,860
P 30-days, unsecured
Rental income 13,003 9,871 1,955 1,674 30-days, unsecured
Revenue from power supply
contracts 10,499 – – – 30-days, unsecured
Cost of sale of electricity (780,206) (370,861) (77,027) (94,110) 30-days, unsecured
Due from related parties – – 524,607 168,386 On demand, Unsecured
Due to related parties – – (1,680,058) (596,079) On demand, Unsecured
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For SEC-defined material related party transactions, the approval shall be by at least 2/3 vote of the
BOD, with at least a majority vote of the independent directors. In case that the vote of a majority of
the independent directors is not secured, the material related party transactions may be ratified by the
vote of the stockholders representing at least 2/3 of the outstanding capital stock.
All cash investments of the Group are carried and governed by the following principles, stated in
order of importance:
• Preservation of invested cash
• Liquidity of invested cash; and
• Yield on invested cash. Under no circumstance will yield to trump the absolute requirement that
the principal amount of investment be preserved and placed in liquid instruments
The CFT manages the funds of the Group and invests them in highly liquid instruments such as short-
term deposits, marketable instruments, corporate promissory notes and bonds, government bonds, and
trust funds denominated in Philippine peso and U.S. dollar. It is responsible for the sound and
prudent management of the Group’s financial assets that finance the Group’s operations and
investments in enterprises.
CFT focuses on the following major risks that may affect its transactions:
• Foreign exchange risk
• Credit or counterparty risk
• Liquidity risk
• Interest rate risk
Corporate Planning and Investor Relations (“CPIR”) focuses on the following major risks that may
affect its transactions:
• Market risk
• Equity price risk
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Professional competence, prudence, clear and strong separation of office functions, due diligence and
use of risk management tools are exercised at all times in the handling of the funds of the Group.
Foreign exchange risk is generally managed in accordance with the Natural Hedge principle and
further evaluated through:
• Continual monitoring of global and domestic political and economic environments that have
impact on foreign exchange;
• Regular discussions with banks to get multiple perspectives on currency trends/forecasts; and
• Constant updating of the foreign currency holdings gains and losses to ensure prompt decisions if
the need arises.
In the event that a Natural Hedge is not apparent, the Group endeavors to actively manage its open
foreign currency exposures through:
• Trading by spot conversions; or
• Entering into derivative forward transactions on a deliverable or non-deliverable basis to protect
values.
The Group’s significant foreign currency-denominated financial assets and financial liabilities as at
September 30, 2022 and December 31, 2021 are as follows:
In translating foreign currency-denominated financial assets and financial liabilities into Philippine
Peso amounts, the exchange rates used were P=58.91 to US$1.00 as at September 30, 2022 and P =50.77
to US$1.00 as at December 31, 2021.
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The following tables demonstrate the sensitivity to a reasonably possible change in the exchange rate,
with all other variables held constant, of the Group’s profit before tax (due to the changes in the fair
value of monetary assets and liabilities) in periods presented. The possible changes are based on the
survey conducted by management among its banks. There is no impact on the Group’s equity other
than those already affecting the profit or loss. The effect on profit before tax already includes the
impact of derivatives.
For subsidiaries with functional currency in US$, financial assets and liabilities are translated into
Philippine peso, presentation currency of the Group using closing exchange rate prevailing at the
reporting date, and respective income and expenses at the average rate for the period. These include
the assets and liabilities of ACRI and its subsidiaries composed of dollar denominated investments in
associates and joint ventures, accounts and other payables, and notes payable with US$ functional
currency, are translated into the presentation currency of the Group using the closing foreign
exchange rate prevailing at the reporting date, and the respective income and expenses at the average
rate for the period. Assets and liabilities of ACEC, ACE HK and ACEN Finance which are in
US$ functional currency was likewise translated to the Group’s presentation currency.
The exchange difference arising on the translation are recognized in OCI under “Cumulative
Translation Adjustments”. See below for the carrying amounts.
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The following are the sensitivity rates used in reporting foreign currency risk internally to key
management personnel. The sensitivity rates represent management’s assessment of the reasonably
possible change in foreign exchange rates.
With respect to credit risk arising from the receivables of the Group, its exposures arise from default
of the counterparty, with a maximum exposure equal to the carrying amount of these instruments.
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The Group uses the following criteria to rate credit risk as to class:
Class Description
Class A Customers with excellent paying habits
Class B Customers with good paying habits
Class C Unsecured accounts
With respect to credit risk arising from the other financial assets of the Group, which comprise cash
and cash equivalents, short-term investments, financial assets at FVOCI and derivative instruments,
the Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure
equal to the carrying amount of these instruments.
The Group’s assessments of the credit quality of its financial assets are as follows:
• Cash and cash equivalents, short-term investments and derivative assets were assessed as high
grade since these are deposited in or transacted with reputable banks, which have low probability
of insolvency.
• Listed and unlisted financial assets at FVOCI were assessed as high grade since these are
investments in instruments that have a recognized foreign or local third-party rating or
instruments which carry guaranty or collateral.
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Liquidity Risk
Liquidity risk is defined as the risk that the Group may not be able to settle or meet its obligations on
time or at a reasonable price.
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As at September 30, 2022 and December 31, 2021, the profile of financial assets used to manage the
Group’s liquidity risk is as follows:
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The Group’s exposure to interest rate risk relates primarily to long-term debt obligations that bear
floating interest rate. The Group generally mitigates risk of changes in market interest rates by
constantly monitoring fluctuations of interest rates and maintaining a mix of fixed and floating
interest-bearing loans. Specific interest rate risk policies are as follows:
Market Risk
Market risk is the risk that the value of an investment will decrease due to drastic adverse market
movements that consist of interest rate fluctuations affecting bid values or fluctuations in stock
market valuation due to gyrations in offshore equity markets or business and economic changes.
Interest rate, foreign exchange rates and risk appetite are factors of a market risk as the summation of
the three defines the value of an instrument or a financial asset.
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To manage Commodity Price Risk, the Group develops a Coal and Fuel Hedging Strategy aimed to:
• Manage the risk associated with unexpected increase in coal and fuel prices which affect the
target Profit & Loss of the Group
• Determine the Hedge Item and appropriate Hedging Instrument to use, including but not limited
to price, amount and tenor of the hedge to reduce the risk to an acceptable level
• Reduce Mark-to-Market impact of hedges by qualifying the hedging transaction for hedge
accounting
Only the Group’s Chief Executive Officer and Chief Finance Officer are authorized to make coal and
bunker fuel oil hedging decisions for the Group. All executed hedges go through a stringent approval
process to justify the tenor, price and volume of the hedge to be undertaken.
Monitoring and assessment of the hedge effectiveness and Coal and Fuel Hedging Strategy are
reviewed periodically by the Commercial Operations. Continuation, addition, reduction and
termination of existing hedges are decided by the Head of CO and any material change in permissible
hedging instrument, counterparties and limits are elevated to the BOD for approval.
The Group purchases coal and bunker fuel oil on an ongoing basis for its operating activities in the
thermal energy power generators, composed of SLTEC and other diesel power plants (CIPP, One
Subic Power, Bulacan Power). The increased volatility in coal and fuel oil price over time led to
entering in commodity swap contracts. The forecasted volumes are determined based on each plant’s
projected operating capacity, plant availability, required monthly consumption and storage capacity.
These contracts are expected to reduce the volatility attributable to price fluctuations. Hedging the
price volatility of forecast coal and bunker fuel oil purchases is in accordance with the risk
management strategy outlined by the Board.
There is an economic relationship between the hedged items and the hedging instruments as the terms
of the foreign exchange and commodity swap contracts match the terms of the expected highly
probable forecast transactions (i.e., notional amount and expected payment date). The Group has
established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign
exchange and commodity swap contracts are identical to the hedged risk components. To test the
hedge effectiveness, the Group uses the hypothetical derivative method and compares the changes in
the fair value of the hedging instruments against the changes in fair value of the hedged items
attributable to the hedged risks.
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The Group is holding the following foreign exchange and commodity swap contracts:
Maturity
1-3 4-6 7-9 10-12 >12
< 1 month months months months months months Total
As at September 30, 2022
Foreign exchange forward contracts
Notional amount ($000) $2,191 $11,410 $3,050 $– $– $– $16,651
Average forward rate ($/P
=) 55.58 55.59 56.68 – – –
Fuel
Notional amount (in Metric Tons) 2,400 – 16,800 – – – 19,200
Notional amount (in $000) $194 $– ($1,981) $– $– $ $1,787
Average hedged rate
($ per Metric ton) $663.00 – $659.67 – – –
Coal
Notional amount (in Metric Tons) – – 9,000 – – 1,950 10,950
Notional amount (in $000) $– $– $2,631 $– $– $122 $2,754
Average hedged rate
($ per Metric ton) – – $121.50 – – $260.00
As at December 31, 2021
Foreign exchange forward contracts
Notional amount ($000) $– $360 $270 $181 $273 $– $1,084
Average forward rate ($/P
=) – 48.23 48.38 48.37 48.72 – –
There were no additional fuel and coal commodity swap contracts entered into and the remaining coal
contracts in 2021 were all settled as at December 31, 2021.
The impact of the hedging instruments on the consolidated statements of financial position are as
follows:
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The impact of hedged items on the consolidated statements of financial position are as follows:
Change in fair
value used for
measuring Cash flow Cost of
ineffectiveness hedge reserve hedging reserve
As at September 30, 2022
Highly probable forecast purchases P
=65,915 (P
=88,438) =–
P
Highly probable forecast purchases 50,296 – –
Fuel purchase 35,164 – –
Fuel purchase (114,137) – –
Coal purchase 121,661 – –
The effect of the cash flow hedge in the consolidated statements of comprehensive income are as
follows:
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• Monthly Treasury meetings are scheduled where approved strategies, limits, mixes are challenged
and rechallenged based on current and forecasted developments on the financial and political
events.
• Monthly management reports are submitted to the Operations Management Committee that
includes updates from the various business and functional units, including market updates. This
includes updates on financials, leverage, operations, health and safety, human resources,
sustainability, and other risk areas.
• Annual planning sessions are conducted to set the targets for the Group, and these are revisited at
midyear to review the progress and risks related to the accomplishment of these targets.
• Annual teambuilding sessions are organized as a venue for the review of personal goals,
corporate goals and professional development.
• One on one coaching sessions are scheduled to assist, train and advise personnel.
• Periodic review of Treasury risk profile and control procedures.
• Periodic specialized audit is performed to ensure active risk oversight.
Capital Management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit
rating and healthy capital ratios in order to support its business and maximize shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to
shareholders, return capital to shareholders, issue new shares or acquire long-term debts.
The Group monitors capital using a gearing ratio of debt to equity and net debt to equity.
Debt consists of short-term and long-term debts of the Group. Net debt includes short-term and long-
term debts less cash and cash equivalents, short-term investments and restricted cash. The Group
considers its total equity as capital.
September 30, December 31,
2022 2021
(Unaudited) (Audited)
Short-term debt (Note 15) P
=6,900,000 =–
P
Long-term debt (Note 15) 58,697,374 41,137,275
Total debt 65,597,374 41,137,275
Less:
Cash and cash equivalent (Note 5) 42,053,830 26,388,448
Short-term investments (Note 13) 247,459 68,310
Restricted cash (Note 5) – 56,981
Net debt 23,296,085 14,623,536
Total equity 142,371,681 117,968,762
Debt to equity 46.07% 34.87%
Net debt to equity 16.36% 12.40%
The Group closely monitors its debt covenants and maintains a capital expenditure program and
dividend declaration policy that keep the compliance of these covenants into consideration. The
Group is not subject to externally imposed capital requirements.
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The table below presents the carrying values and fair values of the Group’s financial assets and
financial liabilities, by category and by class, as at September 30, 2022 and December 31, 2021:
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The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
• Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities
• Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset
or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)
• Level 3: Inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The following methods and assumptions are used to estimate the fair values of each class of financial
instruments:
Cash and Cash Equivalents, Short-term Investment, Receivables, Accounts Payable and Other
Current Liabilities and Due to Stockholders
The carrying amounts of cash and cash equivalents, short-term investment, receivables, accounts
payable and other current liabilities and due to stockholders approximate their fair values due to the
relatively short-term maturities of these financial instruments.
For unquoted financial assets at FVTPL and FVOCI, management uses the discounted cash flow
technique in estimating the fair value of the financial instruments. Based on the financial performance
and financial position of the investee entity which is a related party investment company,
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management estimates the amount and timing of the future cash inflow arising from redemption of
preferred shares.
Noncurrent trade receivables, Receivables from third parties, Refundable Deposits, Deposits Payable
and Other Liabilities
Estimated fair value is based on present value of future cash flows discounted using the prevailing
BVAL rates that are specific to the tenor of the instruments’ cash flows at the end of the reporting
period.
Long-Term Loans
The estimated fair value is based on the discounted value of future cash flows using the prevailing
credit adjusted risk-free rates that are adjusted for credit spread. Interest rates used in discounting
cash flows ranged from 5.56% to 5.89% and 4.40% to 7.10% as at September 30, 2022 and December
31, 2021 respectively.
Notes Payable
The estimated fair value is based on the discounted value of future cash flows using the prevailing
credit adjusted risk-free rates that are adjusted for credit spread. Interest rates used in discounting
cash flows is 4.52% and 4.40% as at September 30, 2022 and December 31, 2021 respectively.
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Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated
based on operating profit or loss and is measured consistently with operating profit or loss in the
consolidated financial statements.
For management purposes, the Group is organized into the following business units:
• International represents the operations of ACRI, which is the holding company for all offshore
investments. This includes earnings from the international renewable investments, as well as
project development expenses and overhead expenses for the various renewable power projects in
the pipeline
• Parent and Others represents operations of the Parent Company (excluding RES / CO) and ACE
Shared Services, Inc. This also includes interest expense incurred by ACEN Finance Limited.
Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated
based on operating profit or loss and is measured consistently with operating profit or loss in the
consolidated financial statements. The chief operating decision-maker (CODM) has been identified as
the chief executive officer. The CODM reviews the Group’s internal reports to assess performance of
the Group.
Revenue earned from a single external customer amounted to P=8,818.35 million and P=5,600.91
million for the nine-month period ended September 30, 2022 and 2021, respectively, which accounted
for more than 10% of the consolidated revenues from external customers, arise from sales in the
Philippine Segment.
Intersegment transfers or transactions are entered into under the normal commercial terms and
conditions that would also be available to unrelated third parties. Segment revenue, segment expense
and segment results are shown net of transfers between operating segments. Those transfers are
eliminated in consolidation.
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The following tables regarding operating segments present revenue and income information for the
nine-month period ended September 30, 2022, and 2021 and assets and liabilities as at September 30,
2022 and December 31, 2021:
Other disclosures
Depreciation and amortization 1,606,394 82 119,241 1,725,717
Capital expenditures 6,904,020 – – 6,904,020
Provision for impairment of property, plant
and equipment and advances to
contractors 45,463 – – 45,463
Other disclosures:
Investments in associates and joint ventures P
=10,450,984 P
=21,453,990 =–
P P
=31,904,974
Pension & other employment benefits 56,893 – 42,260 99,153
(Forward)
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Other disclosures:
Depreciation and amortization 1,419,216 17,194 70,924 1,507,334
Capital expenditures 3,771,638 – 19,633 3,791,271
Provision for impairment of property, plant
and equipment 159,130 – – 159,130
Other disclosures:
Investments in associates and joint ventures =7,762,008
P =13,596,293
P =–
P =21,358,301
P
Pension & other employment benefits 48,499 – 31,923 80,422
Seasonality of Operations
The operations subject to seasonality and cyclicality are the wind farms of Guimaras Wind
Corporation and NorthWind Power Development Corporation. The wind regime is high during the
northeast monsoon (“Amihan”) season in the first and fourth quarter when wind turbines generate
more power to be supplied to the grid. The generation drops in the second and third quarter due to
low wind regime brought about by the southwest monsoon (“Habagat”). Solar projects are not subject
to seasonality and cyclicality. This information is provided to allow for a better understanding of the
results; however, management has concluded that this is not ’highly seasonal’ in accordance with
PAS 34.
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The non-cash investing activities of the Group for the nine-month period ended September 30, 2022
and 2021 are as follow:
Movements in the Group’s liabilities from financing activities for the nine-month period ended
September 30, 2022 and 2021 are as follows:
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January 1, September
2021 Availments/ 30,2021
(Audited) Proceeds Payments Others (Unaudited)
Current portion of:
Short-term loans =4,635,000
P =3,000,000
P (P
=7,635,000) =‒
P =‒
P
Long-term loans 707,782 ‒ (1,950,476) 1,922,934 680,240
Lease liabilities 285,001 ‒ (219,329) 393,362 459,034
Interest payable 265,313 ‒ (1,080,437) 1,031,708 216,584
Due to stockholders 18,272 ‒ (3,074,227) 3,072,540 16,585
Noncurrent portion of:
Notes payable ‒ 20,289,838 ‒ 1,638 20,291,476
Long-term loans 21,546,373 848,276 ‒ (1,913,468) 20,481,181
Lease liabilities 1,631,628 ‒ ‒ 722,966 2,354,594
Other noncurrent liabilities 1,695,048 422,608 ‒ 17,670 2,135,326
Total liabilities from
financing activities =30,784,417
P =24,560,722 (P
P =13,959,469) =5,249,350
P =46,635,020
P
Tax assessments:
On August 20, 2014, ACEN distributed cash and property dividends in the form of shares in ACEX
after securing SEC’s approval of the registration and receipt of CAR from the BIR.
On October 22, 2014, ACEN received from the BIR a Formal Letter of Demand (“FLD”), assessing
ACEN for a total donor’s tax due of P
=157.75 million inclusive of penalty and interest up to
September 30, 2014.
On November 21, 2014, ACEN and its independent legal counsel filed an administrative protest in
response to the FLD, on the following grounds:
1. The dividend distribution is a distribution of profits by ACEN to its stockholders and not a
“disposition” as contemplated under Revenue Regulations Nos. 6-2008 and 6-2013 which would
result in the realization of any capital gain of ACEN;
2. ACEN did not realize any gain or increase its wealth as a result of the dividend distribution; and,
3. There was no donative intent on the part of ACEN.
On May 27, 2015, ACEN received from the BIR a Final Decision on Disputed Assessment (“FDDA”)
denying the protest.
On June 25, 2015, ACEN filed with the Court of Tax Appeals (“CTA”) a Petition for Review seeking
a review of the FDDA and requesting the cancellation of the assessment.
In its decision dated September 28, 2018, the CTA Third Division granted ACEN’s petition and
ordered the cancellation and withdrawal of the FLD (the “CTA Third Division Decision”). On
January 18, 2019, the CTA denied the Commissioner of Internal Revenue’s (“CIR”) motion for
reconsideration (“CTA Resolution”). On February 22, 2019, the CIR filed a petition for review with
the CTA en banc seeking the reversal of the CTA Third Division’s Decision and CTA Resolution. On
July 21, 2020, the CTA en banc upheld the CTA Third Division Decision and denied the CIR’s
petition. The CIR filed a motion for reconsideration dated August 26, 2020. In response, ACEN filed
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its Comment/ Opposition. As at November 3, 2022, the CIR’s motion for reconsideration has not been
resolved by the CTA en banc.
a. On May 19, 2022, Guimaras Wind received a copy of the Decision of the CTA En Banc dated
May 17, 2022 denying Guimaras Wind 's Petition for Review for lack of merit. The CTA en banc
affirmed the decision dated January 3, 2020 and Resolutions dated July 1, 2020 and September
23, 2020, both rendered by the CTA Third Division, which partially granted Guimaras Wind 's
claim for the refund of or the issuance of a tax credit certificate in the reduced amount of
=16,149,514.98, out of the total amount claimed of P
P =335,759,253, representing Guimaras Wind’s
excess and unutilized input value-added tax for Q3 and Q4 of 2014 and Q1 and Q2 of 2015.
Guimaras Wind filed its Motion for Reconsideration (MR) to the CTA En Banc on June 3, 2022.
On 27 June 2022, the Company received a Resolution from the CTA En Banc directing Guimaras
Wind to file its Comment to the MR filed by the Commissioner of Internal Revenue within five
(5) days from receipt of the said Resolution. Consequently, Guimaras Wind complied with the
Resolution and filed its Comment to the CTA En Banc on July 4, 2022. As at November 3, 2022,
no new updates from external legal counsel.
b. In 2018, SACASOL filed a Petition for Review with the CTA regarding the disallowed claim of
2014 and 2015 input VAT amounting to P =62.64 million. On February 3, 2020, SACASOL filed a
Memorandum with the CTA on the pending case. CTA Third Division denied the Petition of
SACASOL on Feb. 3, 2021. A Motion for Reconsideration, Supplement to the Motion for
Reconsideration with Ad Cautelam Motion to Admit Additional Evidence, and Second
Supplement to the Motion for Reconsideration with Ad Cautelam Motion to Admit Additional
Evidence were filed in 2021. As of December 13, 2021, CTA Third Division denied the MR. As
of February 2, 2022, SACASOL elevated and filed a Petition for Review before the CTA En
Banc.
On October 4, 2018, CIPP, One Subic Power, Bulacan Power and the Parent Company received a
letter from PEMC for pending investigation of trading intervals covering periods from 2014 to 2018.
The scope of the investigation covers possible non-compliance with the Must Offer Rule (MOR) and
with the Real-Time Dispatch (RTD) or System Operator Instructions.
On October 28, 2020 and August 17, 2021, the PEMC Board cleared CIP and found no breaches from
August 2014 to December 2015. On 03 June 2022, the PEMC Board cleared OSPGC and found no
breaches for the period May- December 2014 period. In the May 2022 meeting, PEMC met with
trading participants with pending investigations and discussed a shortened process in the investigation
while at the same time ensuring due process for all participants. The shortened process will adopt the
current PEMC process of frequently flagging the trading participant of the intervals under
investigation and requesting for immediate replies and dispensing with lengthy discussions in its
investigation reports. The PEMC hopes to finish all investigations in 2022.
On July 9, 2020, the ERC issued its Decision on ERC Case 2015-160 RC ordering PEMC to refund
the over collection in the Market Transaction Fee (MTF) in 2016 and 2017. The ERC determined the
over collection by getting the variance between the MTF collected in 2016 and 2017, and the ERC-
Approved Budget of PEMC for the same period. The total refund was determined at P =433.20 million
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which shall be apportioned among all the Luzon and Visayas participants. The ERC has directed
PEMC to implement the refund over twelve (12) months beginning the next billing month upon
receipt of the relevant Decision.
The PEMC filed a motion for reconsideration with the ERC. In an Order promulgated on
June 11, 2021, the ERC resolved to deny the motion for reconsideration filed by the PEMC and
directed PEMC to submit its plan of action for the refund scheme. The Group monitors PEMC’s
action relative to the ERC’s Decision and Order.
Below are the events after the reporting period which are treated as non-adjusting events as at
September 30, 2022:
The equity divestment feature of the ETM includes the reduction of authorized capital stock and
consequent retirement of a portion SLTEC Common Shares held by ACEN. The return of equity will
be funded by a drawdown from the Amended and Restated Omnibus Loan and Security Agreement
(“OLSA”) dated April 11, 2022 among SLTEC, as borrower, ACEN, as share security guarantor, and
BPI and RCBC as lenders. Proceeds received by ACEN from the retirement of the SLTEC Common
Shares will be deployed for its renewable energy investments.
On October 7, 2022, the SEC approved SLTEC’s application for decrease of authorized capital stock
(“ACS”) from P=7,166.05 million, divided into 35,830,250 Common Shares, with a par value of
=100.00 per Common Share, and 35,830,250 Preferred Shares, with a par value of P
P =100.00 per
Preferred Share, to P
=3,666.28 million, divided into 832,500 Common Shares, with a par value of
=100.00 per Common Share, and 35,830,250 Preferred Shares, with a par value of P
P =100.00 per
Preferred Share.
Following the SEC’s approval of SLTEC’s application for decrease of ACS and the fulfillment of
condition precedents under the OLSA for the drawdown, on October 28, 2022, SLTEC retired
34,997,750 Common Shares held by ACEN at par value of P =100.00 per Common Share or a total of
=3,499,775,000.
P
SLTEC’s retirement of its 34,997,750 Common Shares of ACEN will enable the return of capital to
ACEN, which it can use to fund new renewable energy investments. The ETM will ultimately result
in the early retirement of the 246MW SLTEC coal plant by 2040 (15 years ahead of the end of its
technical life), which will help ACEN to fulfill its commitment to achieve Net Zero greenhouse gas
emission by 2050 or earlier.
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Execution of Option Agreements between ACEN and InLife and EPHI to implement the overall
energy transition mechanism for SLTEC
On October 24, 2022, ACEN executed separate Option Agreements with InLife and EPHI, (the
“Investors”) involving the 246MW coal plant of the SLTEC, following the issuance of SLTEC shares
to these Investors.
The Option Agreements entitle ACEN and the Investors, severally, to exercise call and put options,
respectively, based on certain pre-agreed conditions, to enable the early retirement of the coal plant
by 2040, and its transition to a cleaner technology.
Power Purchase and Supply Agreement with GNPower Dinginin Ltd. Co.
On October 25, 2022, The BOD of ACEN approved the execution of a Power Purchase and Supply
Agreement (”PPSA”) between ACEN and GNPower Dinginin Ltd. Co. (“GNPD”) for the supply of
43 MW of capacity.
GNPD is a joint venture among Aboitiz Power Corporation, Power Partners Ltd. Co., and ACEIC.
ACEIC, which has a 62.43% ownership in ACEN, has an effective 20% economic interest in GNPD.
ANNEX B
The following discussion and analysis of financial position and results of operations of ACEN
CORPORATION (formerly AC Energy Corporation or ACEN) and its subsidiaries collectively referred
to as “the Group”, should be read in conjunction with the unaudited interim consolidated financial
statements as at September 30, 2022, for the nine-month period ended September 30, 2022 and 2021 and
the audited consolidated financial statements as at December 31, 2021. The unaudited interim
consolidated financial statements have been prepared in accordance with Philippine Accounting
Standards (“PAS”) 34, Interim Financial Reporting.
Corporate Updates:
• In September, ACEN Issued its maiden Peso ASEAN Green Bonds worth P =10.0 billion, at a fixed
interest rate coupon of 6.0526% with a five-year tenor, or due in 2027. With strong participation
from leading institutional investors, the bonds were 8.6x oversubscribed. The bonds have been
rated PRS Aaa, the highest possible from Philippine Rating Services Corp. (PhilRatings), and are
listed on the Philippine Dealing & Exchange Corp. (PDEx) platform.
• In August and September, ACEN also executed agreements of ACEN Australia for Green long-
term loans with DBS Bank Australia in August for a AU$100-million long-term revolver facility,
MUFG Bank Sydney Branch in September for a AU$140-million facility, and the Australian
government’s Clean Energy Finance Corporation (CEFC) in October for a AU$75-million
investment. These transactions are part of ACEN’s aim to raise over AU$600 million to support
the development of its renewable energy projects in Australia.
• On July 6, 2022, ACEN’s Executive Committee approved the offer and issuance of up to
=10.00 billion in fixed-rate green bonds with a five-year tenor, as the first tranche of a shelf
P
registration program of up to P=30.00 billion in debt securities. The offering will be the Group’s
debut peso bond issue, allowing it to diversify its funding sources by tapping into Philippine debt
capital markets. The bonds are intended to comply with ASEAN Green Bond Standards, and
proceeds will be used for the construction of the Arayat-Mexico Solar Farm expansion, Cagayan
Solar Phase 1, and San Marcelino Solar Phase I. The offering has received a rating of PRS Aaa,
the highest possible rating awarded by Philippine Rating Services Corporation (PhilRatings).
• On July 26, 2022, ACEN’s Board of Directors approved the divestment of all of its shares in
wholly owned subsidiary, SLTEC. This is the final tranche of the implementation of the energy
transition mechanism (ETM) for the only coal asset in ACEN’s portfolio. In the first tranche of
the ETM, SLTEC earlier signed a P =13.7 billion Omnibus Loan and Security Agreement, which
refinanced its previous P=9.8 billion loan and is intended to fund the partial redemption of P=3.5
billion of capital in SLTEC held by ACEN. Subject to regulatory approval, ACEN’s remaining
shares in SLTEC will be acquired by ETM Philippines Holdings, Inc. (EPHI) and Insular Life for
an aggregate value of P =3.7 billion. A total of P
=7.2 billion in proceeds is expected from this ETM
transaction.
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• To help achieve its capacity expansion targets and return to a robust growth trajectory, ACEN
recently entered into new partnerships and joint ventures:
o In March 2022, ACE Endevor formed a joint venture company with CleanTech
Renewable Energy 4 Corporation to develop, own and operate a 133-MW solar farm and
transmission line in Lal-lo, Cagayan, Philippines.
o In April 2022, ACEN and ib vogt, a German-based developer of tracking solar farms,
have agreed to set up a platform to fund the construction and operation of large-scale
solar power projects throughout Asia, subject to regulatory approvals. The JV targets a
minimum operational capacity of 1,000MW over the coming years, and will focus on
late-stage, shovel-ready projects in Indonesia, Vietnam, Malaysia, Laos, Bangladesh, and
other countries in the region.
o In April 2022, ACEN also announced the board approval of the company’s plans to enter
the United States renewable energy market through a newly formed strategic partnership
with UPC Solar & Wind Investments LLC (UPC) and Pivot Power Management (PPM),
to pursue opportunities to acquire operating wind projects in the US and explore
strategies for extending their useful life through preventative maintenance and
repowering. The transaction is subject to usual and customary conditions precedent to
closing.
o In May 2022, ACEN announced that it agreed to work together with the Puri Usaha
Group in a platform for the joint development of groundbreaking renewable energy
projects in Indonesia focusing on large-scale solar power plants, battery energy storage
system and green hydrogen projects, subject to applicable regulatory approvals and
execution of definitive documentation. The proposed joint venture entity is Suryagen
Capital Pte. Ltd. The Suryagen platform covers the Batam, Bintan and Karimun (BBK)
islands as well as East Nusa Tenggara province where the majority of the projects that the
Puri Usaha Group have been developing are located, with the aim to begin the
construction of its first project by 2023
Operating Highlights:
• ACEN currently has ~4,040 MW of pro forma attributable capacity of operational and projects
under construction in the Philippines and across the region, of which ~3,700 MW, or 93%, is
renewable. This puts the Group in a strong position to reach its 20-GW RE target by 2030,
towards its vision of becoming the largest listed renewables platform in Southeast Asia.
• On May 26, 2022, ACEN announced start of construction for the 42 MW Arayat-Mexico
Solar Expansion in partnership with Citicore. This brings the total capacity of the Arayat
Solar plant to 114 MW.
• On June 23, 2022, notice to proceed was issued for the construction of the 133 MW
Cagayan Solar plant with CleanTech.
• On July 28, 2022, ACEN announced the start of construction for the 70 MW
Caparispisan Wind Project, an expansion of the currently operating 81 MW North Luzon
Renewables Project.
• On August 29, 2022, ACEN announced the 72 MW Arayat-Mexico Solar Farm as fully
operational, with additional 44 MW second phase in full swing.
• Attributable output increased by 11% to 3,740 gigawatt-hours (GWh) for the nine-month period
ended 2022. Output grew as a result of new operating capacity from Vietnam wind farms and
Philippine and India solar farms, but this was offset by the effects of the SLTEC outages, as well
as curtailment in the Visayas as a result of transmission line damages from Typhoon Odette.
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• Renewables’ share of ACEN’s total attributable output increased by 52% from new renewable
capacity built, bringing RE’s share to 68% of total energy production.
Financial Highlights:
• The Group posted consolidated net income attributable to equity holders of the Parent Company
amounting to P
=4,120.52 million for the nine-month period ended September 30, 2022 compared
to P
=4,270.12 million net income in the same period last year.
The tables below summarize the impact of operations on the Group’s consolidated revenues, costs and
expenses for the year ended September 30, 2022 and 2021.
Revenues
Revenue from sale of electricity 9,231,940 5,416,855 25,107,463 18,736,217 3,815,085 70 6,371,246 34
Rental income 17,053 15,066 51,416 44,595 1,987 13 6,821 15
Dividend income – 5,176 3,635 11,725 (5,176) (100) (8,090) (69)
Other revenues 25,777 31,759 80,770 91,192 (5,982) (19) (10,422) (11)
9,274,770 5,468,856 25,243,284 18,883,729 3,805,914 70 6,359,555 34
• Revenue from sale of electricity registered 34% growth from last year mainly driven by revenue
contribution from 600MWdc Palauig Solar Farm and 120MWdc Alaminos Solar Farm that
started operations April 2021 and June 2021, respectively; revenues generated by merchant plants
at higher WESM prices this 2022 vs. 2021; and higher dispatch and dependable capacity from
diesel plants. The growth is partly offset by SLTEC outages, retail energy supply (RES) customer
contract buy-out fee; curtailment of Visayas plants especially during the first quarter of the year;
and lower wind resource and plant availability from wind plants in second to third quarter of the
year.
• Rental income increased mainly coming from BCHC.
• Dividend Income came from UPC Sidrap, which is recognized as financial asset at FVOCI.
• Other revenue consists of management fees earned by ACEN from its joint venture and bulk
water sales.
Costs and Expenses
Cost of sale of electricity 8,805,786 4,225,482 23,435,185 14,609,831 4,580,304 108 8,825,354 60
General and administrative
expenses 474,341 655,689 1,123,203 1,876,908 (181,348) (28) (753,705) (40)
9,280,127 4,881,171 24,558,388 16,486,739 4,398,956 90 8,071,649 49
• Costs of sale of electricity increased largely on higher costs of purchased power due to elevated
spot market prices during a major preventive maintenance outage of the SLTEC thermal plant in
various periods in 2022. Other operating costs also increased such as fuel cost with increasing oil
prices as well as repairs following SLTEC outages in first and third quarter. The Group registered
lower gross profit margin for the period ended September 30, 2022 of P =1,672.28 million vs.
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P4,126.39 million gross profit contribution from same period last year with lower supply amidst
=
increasing WESM prices as well as the P =605.00 million buy-out fees.
• General and administrative expenses drop in GAE with higher capitalized development
management expenses in 2022 vs. last year given increase in new projects under development.
Interest and other finance charges (558,625) (435,731) (1,822,998) (1,239,399) (122,894) 28 (583,599) 47
Equity in net income of
associates and joint ventures (166,466) 352,530 296,234 1,288,584 (518,996) (147) (992,350) (77)
Other Income 2,991,945 1,843,690 6,061,737 4,084,510 1,148,255 62 1,977,227 48
● Interest and other finance charges higher due to increased volume of currently held long-term
and short-term loans from period to period with additional availments during the nine-month
period ended.
● Equity in net income of associates and joint ventures decreased mainly driven by P =327.85
million from Philwind/NLR ; P =679.72 million from ACRI, of which, majority are due to higher
pre-operating losses in AU projects (UPC-ACE Australia) and higher losses with VND
depreciation against US$ impact to its US$ debt (AAR); P =104.30 million from Negros Island
Biomass Holdings, Inc (NIBH) which was disposed effective June 30, 2021; partly cushioned by
increase of P
=165.85 million from Greencore 3 share in earnings following COD in 2022.
● Other income is mainly comprised of interest and other financial income from investments in
redeemable preferred shares of associates and joint ventures, and from development loans and
advances to associates and joint ventures, which registered an increase versus last year with
higher interest income mainly coming from international loan receivables and investments in
convertible loans and redeemable preferred shares. Other income as of September 30, 2022 also
includes gain on divestment in TBC (P =734.67 million), other income and distributions received
from NLR (P =212 million) and realized forex hedge gains from BWPC
(P
=272.63 million).
● The increase in provision for income tax - current due to higher taxable income for the year.
● Deferred income tax benefit increased mainly driven by ACEN and SLTEC set-up of DTA on
NOLCO.
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Noncurrent Assets
Investments in:
Associates and joint ventures 31,904,974 21,358,301 10,546,673 49
Other financial assets at amortized cost 36,533,133 26,085,959 10,447,174 40
Financial assets at FVTPL 1,456,069 406,739 1,049,330 258
Financial assets at fair value through
other comprehensive income
(FVOCI) 392,857 354,868 37,989 11
Plant, property and equipment 44,407,624 36,038,563 8,369,061 23
Right-of-use assets 2,116,570 2,135,479 (18,909) (1)
Accounts and notes receivable - net of
current portion 18,119,096 13,191,314 4,927,782 37
Goodwill and other intangible assets 2,356,918 2,375,980 (19,062) (1)
Net of current portion:
Input VAT 1,597,741 524,733 1,073,008 204
Creditable withholding tax 1,603,467 726,804 876,663 121
Deferred income tax assets – net 1,004,968 512,366 492,602 96
Other noncurrent assets 5,938,492 3,178,312 2,760,180 87
147,431,909 106,889,418 40,542,491 38
• Increase in Cash and cash equivalents were attributable to P =10,558.58 million issuance of
shares to UPC and its entities, P=32,051.02 million additional loans borrowed and the P =10,000.00
million maiden PHP Green Bond issuance by the Group. This was partly offset by the Group’s
acquisition and additional investment in various associates and joint ventures totaling to
=7,603.58 million (i.e., NLR, UPC entities, NEFIN and BCEI) and P
P =20,513.09 million short and
long-term loan repayments, as well as P =3,398.03 dividends and P =4,720.35 million additional
investments in RPS.
• Decrease in Accounts and notes receivable mainly attributable to settlement of development
loan to a related party, partially neutralized by increase in trading revenues driven by new
operating capacity and power supply deals.
• Fuel and spare parts went up as a result of ACEN and SLTEC’s purchases of spare parts and
other direct materials in preparation for maintenance works, coupled with the SLTEC’s purchases
of coal which have not yet been consumed as of September 30, 2022
• Increase in current portion of input VAT mainly driven by ACEN being at buyer position
coupled with high cost of power purchases (fuel and spot price) resulting to higher input VAT.
• Total creditable withholding tax (CWT) went up parallel to increased revenue, driven by new
operating capacity and power supply deals. However, total CWT of the Parent Company were
reclassified to non-current based on projected utilization.
• Other current assets increased primarily due to the Group’s prepaid insurance, prepaid rent, and
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advances to its contractors by P=150.00 million, SLTEC also has increased it’s short-term
investments through BPI by P =129.15 million.
• Assets held for sale decreased from last year is due to disposal of assets in PB 101 and PB 102.
• Investments in associates and joint ventures increased mainly due to additional investment in
UPC-ACE Australia (P =4,070.41 million) and NLR (P =2,385.27 million). There are also new joint
venture investments reported during the period such as BCEI, NEFIN, and UPC Australia (HK)
Limited with a total combined subscription of P =1,128.79 million. Accumulated equity in net
earnings increased for the period largely coming from PhilWind/NLR (P =271.98 million) and
Salak-Darajat (P=951.21 million) but offset by share in net losses from UPC-ACE Australia
(P
=864.98 million) and AAR (P =284.34 million) and reduced by P =249.59 million total dividend
payout coming from PhilWind/NLR.
• Investments in other financial assets at amortized cost include investments in redeemable
preferred shares of, and convertible loans extended to associates and joint ventures. These
increased with additional subscriptions into redeemable preferred shares of various international
projects around P=4,900.80 million, as well as P=2,807.21 million additional loan facilities
extended.
• Noncurrent financial assets at FVTPL pertains to Compulsorily Convertible Debentures
(CCDs) from Masaya Solar. Masaya Solar is currently constructing the 420MW solar farm in the
Central Indian state of Madhya Pradesh.
• Noncurrent financial assets at FVOCI are largely the investment in UPC Sidrap and also
include golf club shares and listed equity instruments.
• Plant, property and equipment increased mainly due to increase in capitalization for the
construction of Solar Plant and Transmission Lines in Marcelino, Zambales (P =3,454.65 million),
and Wind Farm in Balaoi and Caunayan Pagudpud, Ilocos Norte (P =8,925.90 million) The Group
also had P=448.98 million capitalized borrowing costs from project companies during the current
period.
• Right-of-use asset’s decrease came from amortizations of leases.
• Receivables - net of current portion increased primarily due to non-current portion of loans and
interest receivable of ACRI.
• Goodwill & other intangible assets decreased mainly due to amortizations of other intangibles
for the period and offset by combined P=74.29 million goodwill recognized from control
acquisition over various UPC PH development entities and NAREDCO.
• Majority of the balance of Deferred tax asset came from recognition on accrued expenses,
NOLCO, MCIT and lease liabilities.
• Input VAT non-current increased due to large purchases of SCSE (P =417.65 million) and BWPC
(P
=578.64 million) for their ongoing projects.
• Other non-current assets include various advances to contractors for the ongoing project
developments and investment properties. Increase is mainly attributable to capitalization of
developmental costs and increase in advances by the Group to its contractors.
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Noncurrent Liabilities
Notes payable 33,222,950 20,195,054 13,027,896 65
Long-term loans - net of current portion 24,409,364 20,117,733 4,291,631 21
Lease liabilities - net of current portion 2,568,345 2,159,302 409,043 19
Deferred tax income liabilities - net 145,368 74,422 70,946 95
Other noncurrent liabilities 4,893,976 2,817,342 2,076,634 74
65,240,003 45,363,853 19,876,150 44
Equity
Capital Stock 39,691,895 38,338,527 1,353,368 4
Additional paid-in capital 107,492,243 98,043,831 9,448,412 10
Other equity reserves (56,719,084) (56,604,532) (114,552) 1
Unrealized fair value loss on equity
instruments at FVOCI (108,139) (90,089) (18,050) 20
Unrealized fair value (loss) gain on
derivative instruments designated as
hedges – net of tax (16,999) 6,228 (23,227) (373)
Remeasurement loss on defined benefit plans
– net of tax (25,191) (24,436) (755) 3
Accumulated share in other comprehensive
gain of associates and joint ventures 63,973 29,723 34,250 115
Cumulative translation adjustments 11,442,902 (359,910) 11,802,812 (3,279)
Retained earnings 10,528,870 8,707,301 1,821,569 21
Treasury shares (28,657) (28,657) – –
Non-controlling interests 30,049,868 29,950,776 99,092 1
142,371,681 117,968,762 24,402,919 21
• Accounts payable and other current liabilities increased mainly on output tax (current and
deferred), trade payables and accrued expenses.
• Short-term loans are outstanding loans lent by banks with interest range from 3.00% to 4.25%
• Current portion of long-term loans increased due to reclassifications of currently maturing
principal within 12-month period, offset by repayments during the period.
• Current portion of lease liability decreased due to lease payments during the period.
• Increase in income and withholding taxes payable was mainly due to income tax provision for
the period and increase in expanded withholding tax payable.
• Notes payable increased through the issuance of P =10,000.00 million 5-year PHP Green Bonds,
ACEN’s first tranche offered out of the shelf registration of debt securities of ₱30,000.00 million
to be offered within a period of three (3) years.
• Long-term loans - net of current portion increased to the new loans availed by ACEN and
SLTEC (P =4,689.00 million and P=7,225.00 million, respectively). The increase was offset by the
principal payments made by ACEN (P =120.70 million), Guimaras Wind (P =138.02 million) and
SLTEC’s prepayment of loans (P =6,942.83 million).
• Lease Liabilities-net of current portion increased mainly due to interest expense recognized
during the period.
• Majority of the balance of deferred income tax liabilities came from recognition on unrealized
foreign exchange gains and right-of-use assets of the Group as at period ended.
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• Other non-current liabilities include Deposit for future stock subscription of InLife in SLTEC
amounting to P =1,000.00 million while ACRI payable to Masaya Solar increased by
P
=1,114.42 million ($28.15 million). This account also include P =1,123.51 million trade payables
in relation to a Multilateral Agreement signed by the Group, PEMC and other WESM
participants as well as contract liabilities, pension and other employment benefits, and asset
retirement obligations related to solar operations.
• Capital stock and additional paid in capital increased by 1,320.75 million shares at P =7.87 and
P
=8.29 per share from share issuance to UPC international and Philippine development entities,
respectively.
• The movement in other equity reserves pertain to excess of consideration from acquisitions of
non-controlling interest in BWPC amounted P =114.49 million and impact of share issuance to
UPC Philippine development entities.
• The increase in unrealized FV loss on equity instruments at FVOCI came from mark-to-
market loss for UPC Sidrap for the current period.
• Unrealized fair value loss on derivative instruments designated as hedges increased due to
fuel hedge valuation.
• Remeasurement loss on defined benefit plan increased parallel to various actuarial loss and
loss on return on plan assets.
• The increase in accumulated share in other comprehensive gain of associates and joint
ventures came from share in investment derivatives of UPC Asia III.
• Retained earnings’ net decreased resulting from P =2.30 billion dividends during the current
period.
• Treasury shares has no movement during the period.
• Non-controlling interests are mainly comprised of redeemable preferred shares (RPS) of
ACEN Cayman held by AC Energy Finance International Limited. Non-controlling interests’
share in net income amounted to P =1,230.17 million, which was offset by dividends totaling
P
=1,099.08 million. The Group also acquired the non-controlling interest in BWPC and Solarace4
with carrying amounts of negative P =16.87 million and P =1.74 million respectively.
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The key performance indicators of ACEN and its majority owned subsidiaries, as consolidated, are the
following:
Solvency Ratios
Profitability Ratios
Net income after tax attributable to
equity holders of the Parent
Return on equity* Company – – – –
Average stockholders’ equity
- 10 -
Asset turnover
Asset turnover decreased due to lower net revenues and increase in average total assets of the
Group during the period.
• There were no events that triggered direct or contingent financial obligation that was material
to the Group. There were no contingent assets or contingent liabilities since the last annual
balance sheet date.
• There were no material off-balance sheet transactions, arrangements, obligations and other
relationships of the Parent Company with unconsolidated entities or other persons created
during the reporting period.
• There were no material events that had occurred subsequent to the balance sheet date except
for the events after the reporting period disclosed in the Interim Condensed Consolidated
Financial Statements.
• ACEN has material commitments to invest in capital expenditure projects mainly in the
following:
o 288MW solar project in Buguey and Lal-lo, Cagayan and the proposed 275MW expansion
of Gigasol Palauig solar project in Zambales.
o 120MWdc solar power project in Alaminos, Laguna through Solarace1;
o 150MW diesel plant in Pililla, Rizal through Ingrid, a joint venture of ACEN, ACE
Endevor and APHPC
o 60MWdc solar power project in Palauig, Zambales through Gigasol3;
o 50MWac (72MWdc) solar power project in Arayat and Mexico, Pampanga through
Greencore 3, a joint venture of ACEN, ACE Endevor and Citicore;
o 500MW solar power project in San Marcelino, Zambales through Santa Cruz Solar;
o 2x20MW Alaminos Battery Energy Storage System (BESS) Project through Giga Ace 4;
o 160MW wind farm in Balaoi, Pagudpud, Ilocos Norte through BWPC, in partnership with
UPC Renewables;
o Investment into 4MW renewable energy laboratory in Bataan through BSEI;
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
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o 521MWdc New England Solar Farm (NESF) and adjacent 50MW battery energy storage
system located near Uralla in New South Wales through UPC-ACE Australia, a joint
venture of ACEN and UPC Renewables Australia;
o Various Vietnam wind farms:
▪ 252MW wind farm in Quang Binh through AMI Renewables Energy Joint Stock
Company
▪ 88MW wind farm in Ninh Thuan through BIM Energy Joint Stock Co.(“BIME”)
▪ 40MW second phase of the Mui Ne Wind Farm in Binh Thuan through the
partnership with TBC.
▪ 60MW Lac Hoa & Hoa Dong wind farm in Soc Trang through a joint venture
with UPC
• Funding of up to US$100 million for new technology investments in the Philippines. Refer to
Notes to Consolidated Financial Statements for the details.
• Any known trends, events or uncertainties that have had or that were reasonably expected to
have material favorable or unfavorable impact on net revenues/income from continuing
operations
- The results of operations of ACEN and its subsidiaries depend to a significant extent, on
the performance of the Philippine economy.
- The current highly competitive environment, operation of priority-dispatch variable
renewable energy, and community quarantines resulted in lower demand for electricity
and have driven market prices of electricity downward.
- Movements in the WESM prices could have a significant favorable or unfavorable
impact on the Group’s financial results.
• Any known trends or any known demands, commitments, events or uncertainties that will
result in or that are reasonably likely to result in the registrant’s liquidity increasing or
decreasing in any material way - The Group is developing a line-up of renewable energy
projects as part of its growth aspiration. The capital expenditures shall be funded by a
combination of equity and debt. Several capital raising activities are also set for 2022.
• There were no significant elements of income or loss that did not arise from continuing
operations that had material effect on the financial condition or results of operations.
• There were no operations subject to seasonality and cyclicality except for the operation of
wind farms. The wind regime is high during the northeast monsoon (“amihan”) season in the
first and fourth quarter when wind turbines generate more power to be supplied to the grid.
The generation drops in the second and third quarter due to low wind regime brought about
by the southwest monsoon (“habagat”).
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
(For Q3 2022)
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Batangas by 2040 (15 years ahead of its technical life) under an Energy Transition
Mechanism, which aims to leverage a market-based approach to accelerate the transition
from fossil fuels to clean energy, and (ii) extension of a bridge loan to EPHI subject to
definitive documentation and agreed conditions precedent.
15. July 26, 2022 – Material Information / Transactions - ACEN approves the final tranche of its energy
transition financing
16. July 26, 2022 – Press Release on ACEN approves the final tranche of its energy transition financing
17. July 29, 2022 – Material Information/Transaction - ACEN is set for its next wind farm in Ilocos
Norte
18. August 8, 2022 – Matters approved at the special board meeting on 5 August 2022:
a. The Company’s Interest Rate Risk Management Policy; and
b. The retirement of the Company’s business office / permit for its office located on the 22 nd
Floor of the 6750 Office Tower, Ayala Avenue, Makati City
19. August 8, 2022 – Amended 2022 General Information Sheet to report the change of name to ACEN
CORPORATION
20. August 8, 2022 – Material Information/Transaction - ACEN targets 20 GW renewables by 2030
21. August 9, 2022 – Material Information/Transaction, Q2 2022 Earnings of ACEN CORPORATION
and Subsidiaries
22. August 9, 2022 – Press Release on ACEN net income reaches Php2.2 billion in the first half of
2022
23. August 11, 2022 – Quarterly Report for the period ended 30 June 2022
24. August 17, 2022 – Approval of joint venture with CleanTech Global Renewables, Inc.
25. August 17, 2022 – Subscription by the Company to shares in Natures Renewable Energy Devt.
(NAREDCO) Corporation
26. August 17, 2022 – Submission of SEC Form 23-B of Ronald F. Cuadro to report the disposal of
200,000 ACEN shares
27. August 18, 2022 – Issuance of Corporate Guarantee in Support of the Company’s Australia Projects
28. August 18, 2022 – Press Release on ACEN-DBS Green Long-Term Revolver
29. August 25, 2022 – Submission of SEC Form 23-B of Alan T. Ascalon to report the acquisition of
152,904 shares of the Company through the Employee Stock Ownership Plan (“ESOWN”)
30. August 25, 2022 – Submission of SEC Form 23-B of Dodjie D. Lagazo to report the acquisition of
1,327,169 shares of the Company through the ESOWN
31. August 26, 2022 – Submission of SEC Form 23-B of John Eric T. Francia to report the acquisition
of 7,261,692 shares of the Company through the ESOWN
32. August 26, 2022 – Submission of SEC Form 23-B of Maria Corazon G. Dizon to report the
acquisition of 2,611,835 shares of the Company through the ESOWN
33. August 26, 2022 – Submission of SEC Form 23-B of Patrice R. Clause to report the acquisition of
3,846,153 shares of the Company through the ESOWN
34. August 26, 2022 – Submission of SEC Form 23-B of Jose Maria Eduardo P. Zabaleta to report the
acquisition of 3,846,153 shares of the Company through the ESOWN
35. August 26, 2022 – Submission of SEC Form 23-B of Gabino Ramon G. Mejia to report the
acquisition of 976,425 shares of the Company through the ESOWN
36. August 26, 2022 – Submission of SEC Form 23-B of Ronald F. Cuadro to report the acquisition of
226,153 shares of the Company through the ESOWN
37. August 26, 2022 – Submission of SEC Form 23-B of Irene S. Maranan to report the acquisition of
477,835 shares of the Company through the ESOWN
38. August 26, 2022 – Submission of SEC Form 23-B of Roman Miguel G. De Jesus to report the
acquisition of 1,328,896 shares of the Company through the ESOWN
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
-3-
39. August 30, 2022 – Press Release on 72 MW Arayat-Mexico Solar Farm now operational
40. September 5, 2022 – Submission of SEC Form 23-B of Roman Miguel G. De Jeses to report the
acquisition of 1,000,000 shares of the Company
41. September 8, 2022 – Clarification of news article entitled, “SEC approves ACEN’s P30-billion
green bond issue” posted in BusinessWorld (Online Edition) on September 08, 2022
42. September 9, 2022 – Update on the Company's Securities Program and Php-denominated ASEAN
Green Fixed Rate 5-year Bond
43. September 9, 2022 – Press Release on SEC Approves ACEN’s Maiden Peso Fixed-Rate Green
Bond Issuance
44. September 12, 2022 - Submission of SEC Form 23-B of Solomon M. Hermosura to report the
acquisition of 100,000 shares of the Company
45. September 12, 2022 – Resignation of Fernando Zobel de Ayala as member and Chairman of the
Board of Directors effective 12 September 2022
46. September 14, 2022 – Additional Issuance of 32,622,666 Common Shares to various employees of
the Company through the ESOWN
47. September 15, 2022 – Issuance of Corporate Guarantee in Support of the Company’s Australia
Projects
48. September 20, 2022 – Press Release on ACEN - MUFG green term loan agreement
49. September 22, 2022 – Issue and Listing of ACEN's Php-denominated ASEAN Green Fixed Rate
5-year Bonds
50. September 22, 2022 – Press Release on ACEN Successfully Issues PhP10 Billion in Green Bonds,
8.6 Times Oversubscribed
51. September 23, 2022 – Submission of SEC Form 23-B of Solomon M. Hermosura to report the
acquisition of 100,000 shares of the Company
52. September 27, 2022 – Submission of SEC Form 23-B of Arran Investment PTE LTD to report the
change in the percentage shareholding to the Company from 16.87% to 16.86%
53. September 29, 2022 – Matters approved at the special board meeting on 28 September 2022:
a. Election of (i) Mr. Delfin L. Lazaro as director to replace Mr. Fernando Zobel de Ayala to
serve his unexpired term; and (ii) Mr. Jaime Alfonso Antonio Zobel de Ayala as director
to replace Jaime Augusto Zobel de Ayala to serve his unexpired term;
b. Appointment of (i) Mr. Delfin L. Lazaro as Chairman of the Board and Chairman of the
Executive Committee; (ii) Mr. Cezar P. Consing as Vice-Chairman of the Board and Vice-
Chairman of the Executive Committee; and (iii) Mr. Jaime Alfonso Antonio Zobel de
Ayala as a member of the Executive Committee;
c. The Company’s Long Term Incentive Plan, on terms as presented;
d. The Company’s Succession Policy, as presented;
e. (i) Commitment of up to AU$800 million (in any combination of equity, credit support,
and guarantees, and similar arrangements) in relation to the construction of the 520MWdc
Stubbo Solar Farm Project in Australia, on terms as presented; and (ii) Authority to ACEN
Australia and its relevant subsidiaries to enter into PV module supply agreement for the
project;
f. Investment in and construction of the 300MWp/237MWac Giga Ace 8 Solar Power Project
(including transmission line for 1200 MWac) of Giga Ace 8, Inc. in Palauig, Zambales;
g. Funding of the 208 MWdc NAREDCO Solar Power Plant Project (including a 100MWdc
expansion) in La-lo, Cagayan;
h. Investment in a 60MWp solar plant in Pangasinan through the acquisition of Sinocalan
Solar Power Corporation, the project SPV, and the execution of a Technical Services
Agreement with Sungrow Power Renewables Corp, on terms as presented, and subject to
agreed conditions precedent and applicable regulatory approvals;
DocuSign Envelope ID: 7218F03F-D3E5-4176-9268-FB9B34595DDF
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i. (i) new Omnibus Credit Lines with Maybank, AUB and CTBC, and increased Omnibus
Credit Lines with BDO on terms as presented; and (ii) authority to (a) share such credit
facilities with its subsidiaries under a co-use arrangement and (b) provide guarantees to its
subsidiaries in proportion to its percentage of interest for the use of such facilities;
j. Negotiation of terms and upsizing of the Company’s term loan with BDO, as presented;
k. Updating of the list of the Company’s authorized representatives/signatories; and