SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 20192020
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________.
OR
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report __________.
Commission file number: 1-13.396
TRANSPORTADORA DE GAS DEL SUR S.A.
(Exact name of Registrant as specified in its charter)
GAS TRANSPORTER OF THE SOUTH INC.
(Translation of Registrant’s name into English)
Republic of Argentina
(Jurisdiction of incorporation or organization)
Don Bosco 3672
5th Floor
C1206ABF City of Buenos Aires
Argentina
(Address of principal executive offices)
Leandro Pérez Castaño
(54-11)-4865-9077
inversores@tgs.com.ar
(Name, telephone, email and/or facsimile number of our contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
American Depositary Shares (“ADS”), representing Class “B” Shares | TGS | New York Stock Exchange |
| Class “B” Shares, par value | n/a | New York Stock Exchange* |
*Not for trading, but only in connection with the registration of American Depositary Shares related to the issuer’s American Depositary Receipts (("“ADRs”ADRs") program, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
| Class “A” Shares, par value | 405,192,594 | |||
| Class “B” Shares, par value | 347,568,464 | |||
Total(1) | 752,761,058 |
(1) Excludes 41,734,225 treasury shares, representing 5.25% of the total shares not deemed outstanding under Argentine law.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes | ☒ | No | ☐ |
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
| Yes | ☐ | No | ☒ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
| Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b–2 of the Securities Exchange Act of 1934.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Emerging growth company | ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ☐
†The term ”new“new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| Yes | ☒ | No | ☐ |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ | U.S. GAAP | |
☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board | |
☐ | Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
| Item 17 | ☐ | Item 18 | ☐ |
If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
| Yes | ☐ | No | ☒ |
Page | |||||
| i | |||||
| AND RISK FACTORS SUMMARY | iv | ||||
| 1 | |||||
Item 1. | 1 | ||||
Item 2. | 1 | ||||
Item 3. | 1 | ||||
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Item 4A. | |||||
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Item 11. | |||||
Item 12. | 214 | ||||
Item 13. | |||||
Item 14. | |||||
Item 15. | |||||
Item 16. | |||||
Item 16A. | |||||
Item 16B. | |||||
Item 16C. | |||||
Item 16D. | |||||
Item 16E. | |||||
Item 16F. | |||||
Item 16G. | |||||
Item 16H. | |||||
Item 17. | |||||
Item 18. | |||||
Certain Defined Terms
In this annual report on Form 20-F (“Annual Report”), unless otherwise indicated or the context requires otherwise: (i) references to “we,“we,” “us,“us,” “our”“our” and the “Company” mean Transportadora de Gas del Sur S.A. (“TGS”) and its consolidated subsidiaries, Telcosur S.A. (“Telcosur”) and CTG Energía S.A.U. (“CTG”), (ii) references to “Argentina”“Argentina” are to the Republic of Argentina, (iii) references to the “United States”“United States” or “U.S.“U.S.” are to the United States of America, (iv) references to “pesos”“pesos” or “Ps.“Ps.” are to Argentine pesos, the legal currency of Argentina, (v) references to “U.S.“U.S. dollars,” “dollars”“dollars” or “U.S.“U.S.$” are to United States dollars, the legal currency of the United States, (vi) a “billion”“billion” is a thousand million, (vii) references to “cf”“cf” are to cubic feet, (viii) references to “MMcf”“MMcf” are to millions of cubic feet, (ix) references to “Bcf”“Bcf” are to billions of cubic feet, (x) references to “m3”“m3” are to cubic meters, (xi) references to “d”“d” are to days, and (xii) references to “HP”“HP” are to horsepower.
Financial Statements and Basis of Preparation
We maintain our financial books and records and publish our consolidated Financial Statements (as defined below) in pesos, which is our functional currency. This Annual Report includes our audited consolidated statements of financial position as of December 31, 20192020 and 2018,2019, and our audited consolidated statements of comprehensive income, changes in equity and cash flows, and the related explanatory notes for the years ended December 31, 2020, 2019 2018 and 20172018 (our “Financial Statements”). Our Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as in effect on the date of preparation of the Financial Statements. IFRS have been adopted by the Federación Argentina de Consejos Profesionales de Ciencias Económicas (“FACPCE”) as its professional accounting standards and are required to be adopted by certain public companies in Argentina (entidades incluidas en el régimen de oferta pública de la Ley de Mercado de Capitales) pursuant to the rules of the Comisión Nacional de Valores (“CNV”), compiled under General Resolution No. 622/2013 (as amended by General Resolution No. 668/2016 and as further amended, the “CNV Rules”).
At our shareholders’ meeting held on April 26, 2017, as a result of a proposal made by Compañía de Inversiones de Energía S.A. (“CIESA,” our controlling shareholder), our shareholders voted in favor of having a joint audit on our consolidated financial statements commencing with fiscal year ended December 31, 2017, even though there is currently no legal requirement in Argentina for a joint audit. As a result, our Financial Statements were jointly audited by Price Waterhouse & Co. S.R.L., Buenos Aires, Argentina (“PwC”) member firm of PricewaterhouseCoopers International Limited, and Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global Ltd.Limited. (“EY”). The joint report of PwC and EY, dated April 29, 2020,27, 2021, is included elsewhere in this Annual Report. Each of PwC and EY is an independent registered public accounting firm, as stated in their reports appearing herein.
International Accounting Standard 29 (“IAS 29”29”) “Financial reporting in hyperinflationary economies” requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether such financial statements are based on the historical cost method or the current cost method. This requirement also comprises the restatement of comparative information of the financial statements to be presented in the current currency as of December 31, 2019,2020, without modifying the statutory decisions made based on the financial information corresponding to those fiscal years.
IAS 29 describes characteristics that may indicate that an economy is hyperinflationary. However, it states that it is a matter of judgement when restatement of financial statements becomes necessary. Among other factors, an economy is “hyperinflationary” in accordance with IAS 29 when it has a cumulative inflation rate over three years that approaches, or exceeds, 100%, also taking into consideration other qualitative factors related to the macroeconomic environment.
The IASB does not identify specific economies that satisfy the requirements to be deemed hyperinflationary. The International Practices Task Force (“IPTF”) of the Centre for Audit Quality monitors the status of “highly inflationary” countries. The criteria of IPTF for identifying such countries are similar to those for identifying “hyperinflationary economies” under IAS 29. From time to time, the IPTF issues reports of its discussions with the staff of the Securities and Exchange Commission (“SEC”) on the IPTF’s recommendations of which countries should be considered highly inflationary, and which countries are on the IPTF’s inflation “watch list.” The IPTF’s discussion document for its November 19, 201910, 2020 meeting states that in the view of the IPTF, Argentina had three-year cumulative inflation rates exceeding 100%.
The Financial Statements and the other financial information included in this Annual Report for all the periods reported are presented on the basis of constant pesos as of December 31, 20192020 (“Current Currency”). Thus, our audited consolidated statements of financial position as of December 31, 2018,2019, and our audited consolidated statements of comprehensive income, changes in equity and cash flows, and the related explanatory notes for each of the years ended December 31, 20182019 and 2017,2018, included elsewhere in this Annual Report have been restated in accordance with IAS 29 for comparative purposes from the original figures reported and supersede any previously disclosed consolidated financial statements relating to such periods.
In analyzing the provisions of IAS 29, our management used the inflation rates stated in the official statistics published by the Instituto Nacional de Estadística y Censos (“INDEC”), similar to the criteria adopted by the accounting profession and corporate regulatory bodies in Argentina. In order to restate the Financial Statements,financial statements referred in the immediately preceeding paragraph, the CNV has established that the series of indexes to be used for the application of IAS 29 is determined by the FACPCE. This series of indexes combines the National Consumer Price Index (“CPI”) as of January 20182019 (base month December 2017)2018) with the Domestic Wholesale Price Index (“WPI”), both published by INDEC until that date. For the months of November and December 2015, for which there is no information from the INDEC on the evolution of the WPI, the variation in the CPI of the Autonomous City of Buenos Aires was applied. According to FACPCE, inflation was 53.8%36.1%, 47.6%,53.8% and 24.8%47.6% % in the years ended December 31, 2020, 2019 and 2018, and 2017, respectively.
For more information, see note 4(d) to the Financial Statements and “Item 5. Operating and Financial Review and Prospects—A. Operating Results. - Results—Factors Affecting our Consolidated Results of Operations—Effects of inflation and restatement of Financial Statements.” Also, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina—Adoption of hyperinflation accounting in Argentina” and “—High levels of inflation and the lack of credibility regarding Argentina’s official inflation statistics could negatively affect our business, results of operations, and financial condition, the value of our securities, and our ability to meet our financial obligations.”
Currency
Solely for the convenience of the reader, certain amounts presented in pesos in this Annual Report as of and for the year ended December 31, 2019,2020, have been converted into U.S. dollars at specified exchange rates. Unless otherwise specified, all exchange rate information contained in this Annual Report has been derived from information published by Banco de la Nación Argentina (“Banco Nación”n”), without any independent verification by us. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rate Information.Information.” As a result of fluctuations in the peso/U.S. dollar exchange rate, the exchange rate at such date may not be indicative of current or future exchange rates. Consequently, these translations should not be construed as a representation that the peso amounts represent, or have been or could be converted into, U.S. dollars at that or any other rate.
Rounding
Certain figures included in this Annual Report have been rounded for ease of presentation. Percentage figures included in this Annual Report have not, in all cases, been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Annual Report may vary from those obtained by performing the same calculations using the figures in our Financial Statements. Certain numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them due to rounding.
Available Information
The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our telephone number is (54-11) 4865-9050, and our principal executive offices are located at Don Bosco 3672, 5th Floor, C1206ABF City of Buenos Aires, Argentina. Our internet address is www.tgs.com.ar. The contents of our website and other websites referred to herein are not part of this Annual Report.
Some of the information in this Annual Report, including information incorporated by reference herein, may constitute estimates and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 (the “Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These estimates and forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “can,” “continue,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan” “potential,” “predict,” “projection,” “should,” “will,” “will likely result,” “would” or other similar words. These estimates and statements appear in a number of places in this Annual Report and include statements regarding our intent, belief or current expectations, and those of our officers, with respect to (among other things) our business, financial condition and results of operations. Our estimates and forward-looking statements are based mainly on current expectations and estimates of future events and trends, which affect, or may affect, our business, financial condition and results of operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are based on information available to us as of the date of this Annual Report.
When considering forward-looking statements, you should keep in mind the factors described in “Item 3. Key Information—D. Risk Factors” and other cautionary statements appearing in “Item 5. Operating and Financial Review and Prospects.” These factors and statements, as well as other statements contained herein, describe circumstances that could cause actual results to differ materially from those expressed in or implied by any forward-looking statement.
Forward-looking statements include, but are not limited to, the following:
statements regarding changes in general economic, business, political or other conditions in Argentina and globally, including changes from actions taken by the Government and changes due to natural and human-induced disasters (including the current COVID-19 virus (“COVID”) outbreak)pandemic), and the impact of the foregoing;
estimates relating to future energy demand (including demand for fossil fuels), tariffs and volumes for our natural gas transportation services and future prices and volumes for our natural gas liquid products such as propane and butane (also referred to as liquid petroleum gas or “LPG”), ethane and natural gasoline (collectively “Liquids”) and for products and services respectively produced and provided in our other nonregulated businesses;
statements regarding future political developments in Argentina and future developments regarding the license granted to us by the Argentine government (the “Government”) to provide natural gas transportation services through the exclusive use of the southern natural gas transportation system in Argentina (“License”), the impact of the adoption of the new revised scheme of tariffs resulting from the renegotiation process of our License with the Government regulatory actions by Ente Nacional Regulador del Gas (“ENARGAS”) and other agencies of the Government, the legal framework established by the Federal Energy Bureau and any other applicable governmental authority that may affect us and our business;
risks and uncertainties with respect to relations with our employees in Argentina;
statements and estimates regarding future pipeline expansion and other projects and the cost of, or return to us from, any such expansion or projects;
estimates of our future level of capital expenditures and delays in such capital expenditures, including those required by ENARGAS or other governmental authorities for the expansion of our pipeline system or other purposes, and unscheduled and unexpected expenditures for the repair and maintenance of our fixed or capital assets;
statements regarding the ability of companies engaged in the upstream business in the region where we operate to identify drilling locations and prospects for future drilling opportunities, and drill and develop such locations (such as the Vaca Muerta formation), as well as the Government’s regulations and policies affecting such companies and projects; and
the risk factors discussed under “Item 3. Key Information—D. Risk Factors.”
The following important risk factors could materially and adversely affect our business, financial condition and results of operation, and our ability to meet our financial obligations. Consequently, such risk factors may cause actualhistorical results to differ materially from any results projected, forecasted, estimated or budgeted by us in our forward-looking statements:statements. The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed under “Item 3. Key Information—D. Risk Factors” in this Annual Report for a more thorough description of these and other risks.
risks and uncertainties resulting from Government regulations and other actions of or involvement by the Government that have affected or may affect our business, financial condition or results of operations, such as the prohibition on tariff increases (or tariff reductions) for our natural gas transportation segment, and restrictions on payments abroadoutside of Argentina and exchange controls;
risks and uncertainties resulting from general economic, business, political or other conditions in Argentina and globally, as well as disruptions to commercial activities due to natural and human-induced disasters, such as weather conditions, earthquakes, terrorist activities, social unrest and violence, armed conflicts and health epidemics and pandemics, including the current COVID outbreak;pandemic, all of which may negatively impact demand for our services or could create a regulatory response from the Government;
risks and uncertainties related to changes in the peso / peso/U.S. dollar exchange rate and the Argentine domestic inflation rate, which may materially adversely affect our revenues, expenses and the comparability of our historical financial information;
risks and uncertainties associated with our nonregulated business, including those related to international and local prices of Liquids, taxes, cost and restrictions on the supply of natural gas and other restrictions imposed on Liquids exports, our ability to renegotiate our agreements with customers and possible adverse changes in the regulation of the Liquids industry;
capital expenditures required by ENARGAS or other governmental authorities for the expansion of our pipeline system or other purposes, including the risk that we may be forced by ENARGAS or other governmental authorities to make investments that are not profitable or not as profitable as other investment opportunities identified by our management, or to take any other action not consistent with our business plan and strategy;
risks and uncertainties associated with unscheduled and unexpected expenditures for the repair and maintenance of our fixed or capital assets;
developments in legal and administrative proceedings involving us and our affiliates;
changes to, or revocation of, our License and the tariffs we are allowed to charge; and
risks and uncertainties impacting us as a whole, including changes in general economic, political and social conditions, changes in the Argentine laws and regulations to which we are subject, including tax, environmental and employment laws and regulations, and the cost and effects of legal and administrative claims and proceedings against us.
| Item 1. | Identity of Directors, Senior Management and Advisers |
Not applicable.
| Item 2. | Offer Statistics and Expected Timetable |
Not applicable.
| Item 3. | Key Information |
A. Selected Financial Data
The following selected consolidated financial data is derived from our Financial Statements. Our Financial Statements have been prepared in terms of the Current Currency in accordance with IFRS. Our management analyzed the conditions established by IAS 29 and considers that there is sufficient evidence to conclude that Argentina is a hyperinflationary economy in terms of IAS 29, effective as from July 1, 2018.
The following table presents our selected financial data for each of the fourfive years in the period ended December 31, 2019.2020. The selected consolidated statement of comprehensive income and consolidated statement of cash flow data for each of the three years in the period ended December 31, 2019,2020, and the selected consolidated statement of financial position as of December 31, 2020, and 2019 and 2018are derived from our Financial Statements included elsewhere in this Annual Report.
The selected consolidated statement of comprehensive income data for the year ended December 31, 2017 and 2016 and the selected consolidated statement of financial position data as of December 31, 2018 and 2017 have been restated pursuant to IAS 29 to reflect the effect of hyperinflation in Argentina and superseded any previously disclosed consolidated financial information data relating to such periods.
This information should be read in conjunction with and is qualified in its entirety by reference to our Financial Statements and the notes related thereto, and the discussion in “Presentation of Financial and Other Information” and “Item 5. Operating and Financial Review and Prospects” included elsewhere in this Annual Report.
For the year ended December 31, | ||||||||||||||||||||
2020 | 2019(3) | 2018(3) | 2017(3) | 2016(3) | ||||||||||||||||
(in thousands of pesos)(1) | ||||||||||||||||||||
| Consolidated Statement of Comprehensive Income Data: | ||||||||||||||||||||
| Revenues | 55,871,438 | 66,111,903 | 71,336,882 | 41,787,793 | 30,671,848 | |||||||||||||||
| Gas transportation net revenues | 23,501,610 | 30,795,577 | 32,381,937 | 15,615,086 | 8,716,868 | |||||||||||||||
| Liquids production and commercialization net revenues | 27,596,696 | 31,500,457 | 34,822,547 | 23,401,470 | 19,696,302 | |||||||||||||||
| Other services (midstream and telecommunications) net revenues | 4,773,132 | 3,815,869 | 4,132,398 | 2,771,237 | 2,258,679 | |||||||||||||||
| Operating profit | 20,640,970 | 26,899,485 | 29,858,321 | 12,994,649 | 6,100,264 | |||||||||||||||
| Net financial results | (12,971,658 | ) | (3,944,565 | ) | (5,960,872 | ) | (1,106,502 | ) | (1,485,547 | ) | ||||||||||
| Net income before income tax | 7,690,622 | 22,911,548 | 23,935,579 | 11,933,469 | 4,625,375 | |||||||||||||||
| Net income and total comprehensive income for the year | 3,286,199 | 17,432,963 | 23,907,996 | 12,044,628 | 2,316,895 | |||||||||||||||
| Net income and total comprehensive for the year attributable to: | ||||||||||||||||||||
| Owners of the Company | 3,286,190 | 17,432,945 | 23,907,988 | 12,044,624 | 2,316,891 | |||||||||||||||
| Non-controlling interest | 9 | 18 | 8 | 4 | 4 | |||||||||||||||
Per Share Data:(2) | ||||||||||||||||||||
| Net income per share | 4.31 | 22.46 | 30.32 | 15.17 | 2.72 | |||||||||||||||
Net income per ADS | 21.55 | 112.31 | 151.60 | 75.85 | 13.60 | |||||||||||||||
| For the year ended December 31, | ||||||||||||||||
| 2019 | 2018(3) | 2017(3) | 2016(3) | |||||||||||||
(in thousands of pesos)(1) | ||||||||||||||||
| Consolidated Statement of Comprehensive Income Data: | ||||||||||||||||
| Revenues | 48,561,494 | 52,399,423 | 30,694,588 | 22,529,540 | ||||||||||||
| Gas transportation net revenues | 22,620,423 | 23,785,660 | 11,469,824 | 6,402,843 | ||||||||||||
| Liquids production and commercialization net revenues | 23,138,182 | 25,578,373 | 17,189,194 | 14,467,619 | ||||||||||||
| Other services (midstream and telecommunications) net revenues | 2,802,889 | 3,035,390 | 2,035,570 | 1,659,078 | ||||||||||||
| Operating profit | 19,758,608 | 21,931,976 | 9,545,020 | 4,480,856 | ||||||||||||
| Net financial results | (2,897,421 | ) | (4,378,468 | ) | (812,762 | ) | (1,091,186 | ) | ||||||||
| Net income before income tax | 16,829,329 | 17,581,516 | 8,765,549 | 3,397,499 | ||||||||||||
| Net income and total comprehensive income for the year | 12,805,118 | 17,561,255 | 8,847,199 | 1,701,840 | ||||||||||||
| Net income and total comprehensive for the year attributable to: | ||||||||||||||||
| Owners of the Company | 12,805,105 | 17,561,249 | 8,847,196 | 1,701,837 | ||||||||||||
| Non-controlling interest | 13 | 6 | 3 | 3 | ||||||||||||
Per Share Data:(2) | ||||||||||||||||
| Net income per share | 16.50 | 22.27 | 11.14 | 2.00 | ||||||||||||
| Net income per ADS | 82.49 | 111.37 | 55.70 | 11.00 | ||||||||||||
| (1) | Except per share and per ADS amounts or as otherwise indicated. |
| (2) | Net income per share and ADS under IFRS has been calculated using the weighted average shares outstanding. Each ADS represents five shares. |
| (3) | Comparatives figures as of December 31, 2019, 2018, 2017 and 2016 have been restated for hyperinflation accounting and are presented in terms of Current Currency. |
| As of December 31, | ||||||||||||||||
| 2019 | 2018(3) | 2017(3) | 2016 | |||||||||||||
(in thousands of pesos)(1) | ||||||||||||||||
| Consolidated Statement of Financial Position Data: | ||||||||||||||||
| Total current assets | 20,939,930 | 35,632,685 | 16,288,999 | n/a | ||||||||||||
| Property, plant and equipment, net | 74,552,728 | 59,510,863 | 52,550,238 | n/a | ||||||||||||
| Total non-current assets | 74,661,395 | 59,655,761 | 52,710,105 | n/a | ||||||||||||
| Total assets | 95,601,325 | 95,288,446 | 68,999,104 | n/a | ||||||||||||
| Total current liabilities | 7,952,199 | 10,993,418 | 10,610,885 | n/a | ||||||||||||
| Total non-current liabilities | 39,565,657 | 36,691,122 | 19,500,020 | n/a | ||||||||||||
| Total liabilities | 47,517,856 | 47,684,540 | 30,110,905 | n/a | ||||||||||||
| Non-controlling interest | 28 | 15 | 12 | n/a | ||||||||||||
| Shareholders’ equity | 48,083,469 | 47,603,906 | 38,888,199 | n/a | ||||||||||||
| Other Data: | ||||||||||||||||
| Common stock (nominal value) | 784,608 | 780,894 | 794,495 | n/a | ||||||||||||
| Additions to property, plant and equipment | 18,838,338 | 10,624,291 | 3,532,978 | n/a | ||||||||||||
| Depreciation | 3,695,615 | 3,419,820 | 3,107,747 | n/a | ||||||||||||
Number of outstanding shares(2) | 784,608,528 | 780,894,503 | 794,495,283 | n/a | ||||||||||||
The summary financial data as of December 31, 2016 has not been presented as it is not required by CNV.
As of December 31, | ||||||||||||||||
2020 | 2019(3) | 2018(3) | 2017(3) | |||||||||||||
(in thousands of pesos)(1) | ||||||||||||||||
| Consolidated Statement of Financial Position Data: | ||||||||||||||||
| Total current assets | 15,799,305 | 28,507,744 | 48,510,547 | 22,175,939 | ||||||||||||
| Property, plant and equipment, net | 98,873,425 | 101,946,521 | 81,018,439 | 71,542,203 | ||||||||||||
| Total non-current assets | 112,795,061 | 101,644,461 | 81,215,704 | 71,759,847 | ||||||||||||
| Total assets | 128,594,366 | 130,152,205 | 129,726,251 | 93,935,786 | ||||||||||||
| Total current liabilities | 8,109,673 | 10,826,170 | 14,966,504 | 14,445,721 | ||||||||||||
| Total non-current liabilities | 54,458,049 | 53,864,917 | 49,951,509 | 26,547,442 | ||||||||||||
| Total liabilities | 62,567,722 | 64,691,087 | 64,918,013 | 40,993,163 | ||||||||||||
| Non-controlling interest | 31 | 38 | 22 | 25 | ||||||||||||
| Shareholders’equity | 66,026,644 | 65,461,118 | 64,808,238 | 52,942,623 | ||||||||||||
| Other Data: | ||||||||||||||||
| Common stock (nominal value) | 752,761 | 784,608 | 780,894 | 794,495 | ||||||||||||
| Additions to property, plant and equipment | 6,687,083 | 25,646,624 | 14,463,972 | 4,809,817 | ||||||||||||
| Depreciation | 6,161,233 | 5,031,234 | 4,655,763 | 4,230,905 | ||||||||||||
| Impairment charge | 3,114,056 | - | - | - | ||||||||||||
Number of outstanding shares(2) | 752,761,058 | 784,608,528 | 780,894,503 | 794,495,283 | ||||||||||||
| (1) | Except number of outstanding shares or as otherwise indicated. |
| (2) | Number of ordinary shares outstanding at year-end (excludes |
| (3) | Comparatives figures as of December 31, 2019, 2018 and 2017 have been restated for hyperinflation accounting and are presented in terms of Current Currency. |
Dividends
A summary of the dividends declared and paid during the five most recent fiscal years is set forth below:
| Dividends declared and paid | ||||||||||||||||||||
| Year ended December 31, | (in millions of Ps.)(1) | (in millions of U.S.$)(2) | (Ps. per share)(1) | (U.S.$ per share)(2) | (U.S.$ per ADS)(2) | |||||||||||||||
| 2015 | - | - | - | - | - | |||||||||||||||
2016(3) | 349.0 | 7.1 | 0.440 | 0.009 | 0.045 | |||||||||||||||
| 2017 | - | - | - | - | - | |||||||||||||||
2018(4) | 6,659.7 | 114.6 | 8.382 | 0.142 | 0.708 | |||||||||||||||
2019(5)(6) | 12,988.9 | 222.4 | 16.730 | 0.286 | 1.432 | |||||||||||||||
Dividends declared and paid | ||||||||||||||||||||
Year ended December 31, | (in millions of Ps.)(1) | (in millions of U.S.$)(2) | (Ps.per share)(1) | (U.S.$ per share)(2) | (U.S.$ per ADS)(2) | |||||||||||||||
2016(3) | 475 | 7.1 | 0.60 | 0.009 | 0.045 | |||||||||||||||
| 2017 | - | - | - | - | - | |||||||||||||||
2018(4) | 9,067 | 114.6 | 11.41 | 0.142 | 0.708 | |||||||||||||||
2019(5)(6) | 17,683 | 222.4 | 22.78 | 0.286 | 1.432 | |||||||||||||||
2020 | - | - | - | - | - | |||||||||||||||
| (1) | Stated in |
| (2) | Stated in U.S. dollars translated from pesos at the exchange rate in effect on the payment date. |
| (3) | At a General Annual Shareholders’ Meeting held on April 23, 2015, our shareholders resolved to create a future dividends payment reserve in an amount equal to Ps. |
| (4) | At the General and Special Annual Shareholders’ Meeting held on April 10, 2018, our shareholders resolved to create a future dividends payment reserve in an amount equal to Ps. |
| (5) | At the General Annual Shareholders’ Meeting held on April 11, 2019, our shareholders resolved to create a voluntary reserve for capital expenditures, stock buyback and/or dividends in an amount equal to Ps. |
| (6) | Includes the dividend in kind approved by the General and Special |
According to Argentina’s General Companies Act, dividends may be lawfully declared and paid only out of retained earnings reflected in the financial statements that have been approved by shareholders, if losses for prior fiscal years have been absorbed, if the applicable payment has been expressly approved by our shareholders and applicable legal reserves have been created, as described below.
For additional information regarding dividend payment restrictions see “Item 3. Key Information – Information—D. Risk Factors - Factors—Risks Relating to Our Shares and ADSs - ADSs—Shareholders outside Argentina may face additional investment risk from currency exchange rate fluctuations in connection with their holding of our shares or ADSs represented by ADRs. Exchange controls imposed by the Government may limit our ability to make payments to the Depositary in U.S. dollars, and thereby limit ADR holders’ ability to receive cash dividends in U.S. dollars.”
To that effect, every year our Board of Directors must submit our financial statements for the immediately preceding fiscal year, together with reports thereon by our statutory committee (“Statutory Committee”), for the consideration and approval of the shareholders at the General Annual Shareholders’ Meeting which must approve our annual financial statements and determine the allocation of net income for such year, within four months of the close of the fiscal year, that is, for TGS before April 30 of each year. Pursuant to the General Companies Act and the CNV Rules, we are required to allocate a legal reserve (“Legal Reserve”) equal to at least 5% of each year’s net income (as long as there are no losses for prior fiscal years pending to be absorbed) until the aggregate amount of such Legal Reserve equals 20% of the sum of (i) “common stock nominal value” plus (ii) “inflation adjustment to common stock,” as shown in our consolidated statement of changes in equity. If there are any losses pending to be absorbed from prior fiscal years, such 5% should be calculated on any excess of the net income over such losses, if any. Dividends may not be paid if the Legal Reserve has been impaired, nor until it has been fully replenished. The Legal Reserve is not available for distribution as a dividend.
Pursuant to our by-laws (“By-laws”), after the allocation to the Legal Reserve has been made, an amount will be allocated to pay dividends on preferred stock, if any, and an amount equal to 0.25% of the net income for the year will be allocated to pay the statutory employee profit-sharing. The balance of the retained earnings for the year may be distributed as dividends on common stock or retained as a voluntary reserve, as determined at the General Annual Shareholders’ Meeting. For information on dividend taxation, see “Item 10. Additional Information—E. Taxation—Argentine Taxes.”
In addition, under the General Companies Act, our shareholders may establish additional voluntary reserves from time to time and for different purposes. Once established, the terms and conditions of any voluntary reserve cannot be changed without the prior approval of the shareholders.
Further, our ability to make dividend payments may be limited by covenants in our existing debt instruments or in debt instruments we enter into in the future, and by our subsidiaries’ ability to generate income and cash flows to pay dividends to us. In particular, under the indenture dated May 2, 2018 (the “2018 Notes Indenture”), entered into with Delaware Trust Company as trustee, co-registrar, paying agent and transfer agent, and Banco Santander Rio S.A., as registrar, Argentine paying agent, Argentine transfer agent and representative of the trustee in Argentina, relating to the issuance of our class 2, 6.750% senior notes due 2025 (the “2018 Notes”), we may pay dividends as long as immediately after giving effect to such dividend payment we are able to incur at least U.S.$1.00 (other than “Permitted Indebtedness” as defined in the 2018 Notes Indenture) under the limitation of debt covenant of the 2018 Notes Indenture. To incur debt (other than Permitted Indebtedness), the 2018 Notes Indenture requires that (i) no default exists under the 2018 Notes Indenture at the time of such incurrence and (ii) (a) the Consolidated Coverage Ratio (as defined in the 2018 Notes Indenture, which is the ratio of our consolidated adjusted EBITDA to our consolidated interest expense) would be greater than or equal to 2.0:1.0; and (b) the Consolidated Debt Ratio (as defined in the 2018 Notes Indenture, which is the ratio of our consolidated total indebtedness to our consolidated adjusted EBITDA) would be less than or equal to 3.50:1.0. See “Item 10. Additional Information—C. Material Contracts—Debt Obligations.”
Moreover, per CNV Rules the amounts subject to distribution are restricted up to the acquisition cost of treasury shares and the additional paid-up capital accounts balance as discussed elsewhere herein.
The General Annual Shareholders’ Meeting held on April 26, 2017 (the “2017 Shareholders’ Meeting”), approved the creation of a voluntary reserve for future dividend payments in an aggregate amount of Ps. 2,364.13,218 million, which was subsequently increased by Ps. 5,789.67,882 million pursuant to a resolution passed by our shareholders at the General and Special Annual Shareholders’ Meeting held on April 10, 2018 (the “2018 Shareholders’ Meeting”). The 2018 Shareholders’ Meeting did not allocate any portion of our net income to the Legal Reserve because as of the date of such meeting it was fully funded. During the year 2018, our Board of Directors resolved to distribute (and we paid) a total amount of Ps. 6,659.79,067 million in cash dividends.
The General Annual Shareholders’ Meeting held on April 11, 2019 (the “2019“2019 Shareholders’ Meeting”Meeting”), approved: (i) to allocate Ps. 922.21,255 million to the Legal Reserve, (ii) to make a cash dividend payment of Ps. 9,185.812,506 million (Ps. 11.77(Ps.16.02 per share), and (iii) to allocate Ps. 9,154.212,463 million to the “Reserve for capital expenditures, acquisition of treasury shares and/or dividends” (the “Reserve”“2019 Reserve”) and to delegate to the Board of Directors the decision to distribute cash dividends up to an amount equal to 80% of the 2019 Reserve, which will be restated in constant pesos at any given time pursuant to CNV Resolution No. 777/2018. 2018. To determine such maximum distributable amount, or to allocate such 2019 Reserve to future investments, the restated amount of the stock that has actually been repurchased must be determined in advance, since an amount equal to such stock already repurchased cannot be released to shareholders pursuant to the provisions of the CNV Rules. Such resolutions were made by the 2019 Shareholders’ Meeting taking into consideration current CNV regulations (Resolution No. 777/2018) which state that accumulated results have to be adjusted for inflation using the rates as of the month before the meeting was held. In case of the 2019 Shareholders’ Meeting, we used the inflation rate as of February 28, 2019.
During the year 2019, our Board of Directors resolved to distribute (and we paid) a total amount of Ps. 575.1783 million (Ps. 11.771 per share) in cash dividends. In addition, the General and Special Shareholders’ Meeting held on October 31, 2019 resolved to distribute (and we paid) a dividend in kind (of Ps. 3,228.04,395 million) in the form of 29,444,795 shares then held in treasury at a price per share of Ps. 102.25,139.20, calculated by reference to the closing price of our shares in BYMA as of November 12, 2019, the day immediately preceding the date of distribution of such shares to our shareholders,shareholders.
The General Annual Shareholders’ Meeting held on April 21, 2020 (the “2020“2020 Shareholders’ Meeting”Meeting”) approved to allocate Ps. 690.2872 million to the Legal Reserve and (iii) to allocate Ps. 19,759.724,951 million to the “Reserve for capital expenditures, acquisition of treasury shares and/or dividends” and to delegate to the Board of Directors the decision to use it to make investments, distribute dividends or repurchase stock. During 2020 we did not make any dividend payment using the above mentioned reserve.
The General Annual Shareholders’ Meeting held on April 20, 2021 (the “2021 Shareholders’ Meeting”) approved to allocate Ps. 186 million to the Legal Reserve and to allocate Ps. 31,709 million to the “Reserve for capital expenditures, acquisition of treasury shares and/or dividends” (the “New“2021 Reserve”) and to delegate to the Board of Directors the decision to use the 2021 Reserve to make investments, distribute dividends whichor repurchase stock. The amount of the 2021 Reserve will be restated in constant pesos at any given time pursuant to CNV Resolution No. 777/2018.2018. To determine suchthe maximum distributable amount or to allocate suchout of the New Reserve, to future investments, the restated amount of the stock that has actually been repurchased and the additional paid-up capital must be determined in advance, since an amount equal to such stock already repurchased cannot be released to shareholders pursuant to the provisions of the CNV Rules.
Under the General Companies Act, during a given fiscal year, interim dividends may be declared by the Board of Directors, in which case the members of the Board of Directors and the members of our Statutory Committee (“Syndics”) are jointly and severally liable for such distribution, if such declaration is not in accordance with the General Companies Act and the By-laws.
Exchange Rate Information
Fluctuations in the exchange rate between pesos and U.S. dollars would affect the U.S. dollar equivalent of the peso price of our Class “B” shares, par value Ps. 1Ps.1 each (the “Class B Shares”), on the Buenos Aires Stock Exchange (Bolsas y Mercados Argentinos (“BYMA”)) and, as a result, would likely affect the market price of our American Depositary Shares (“ADSs”) on the New York Stock Exchange (“NYSE”) as well. In addition, such fluctuations will affect the U.S. dollar equivalent of peso amounts included in this Annual Report.
Historically, Argentina has been subject to several restrictions imposed on the foreign exchange market. On September 1, 2019,In the receny years, the Central Bank of the Republic of Argentina (Banco Central de la República Argentina or the “BCRA”) issued Communication “A” 6770,several communications which introduced several changes to the then existing foreign exchange control regime. For additional information, see “Item 10. Additional Information—D. Exchange Controls.”
The following table sets forth, for the periods indicated, high, low, average and period-end exchange rates between the peso and the U.S. dollar, as reported by Banco Nación. The Federal Reserve Bank of New York does not publish a buying rate for the peso. The average rate is calculated by using the average of Banco Nación reported exchange rates on each day during the relevant monthly period and on the last day of each month during the relevant annual period.
Pesos per U.S. dollar | ||||||||||||||||
High | Low | Average | Period end | |||||||||||||
| Most recent six months: | ||||||||||||||||
| November 2020 | 81.3100 | 78.6900 | 79.9411 | 81.3100 | ||||||||||||
| December 2020 | 84.1500 | 81.4300 | 82.6383 | 84.1500 | ||||||||||||
| January 2021 | 87.3300 | 84.7000 | 85.9755 | 87.3300 | ||||||||||||
| February 2021 | 89.8200 | 87.6000 | 88.6744 | 89.8200 | ||||||||||||
| March 2021 | 92.0000 | 90.0900 | 91.0659 | 92.0000 | ||||||||||||
| April 2021 (through April 26, 2021) | 93.2700 | 92.2400 | 92.7156 | 93.27 | ||||||||||||
| Year ended December 31, | ||||||||||||||||
| 2016 | 16.0300 | 13.2000 | 14.7807 | 15.8900 | ||||||||||||
| 2017 | 19.2000 | 15.1900 | 16.5717 | 18.6490 | ||||||||||||
| 2018 | 41.2500 | 18.4100 | 28.1313 | 37.7000 | ||||||||||||
| 2019 | 60.4000 | 36.9000 | 48.2340 | 59.8900 | ||||||||||||
| 2020 | 84.1500 | 59.8150 | 70.7795 | 84.1500 | ||||||||||||
Pesos per U.S. dollar | ||||||||||||||||
High | Low | Average | Period end | |||||||||||||
| Most recent six months: | ||||||||||||||||
| November 2019 | 59.9500 | 59.5000 | 59.7453 | 59.9400 | ||||||||||||
| December 2019 | 59.9900 | 59.8150 | 59.8748 | 59.8900 | ||||||||||||
| January 2020 | 60.3500 | 59.8150 | 60.0326 | 60.3500 | ||||||||||||
| February 2020 | 62.2100 | 60.4700 | 61.3561 | 62.2100 | ||||||||||||
| March 2020 | 64.4690 | 62.2590 | 63.1241 | 64.4690 | ||||||||||||
| April 2020 (through April 28, 2020) | 66.6300 | 64.5290 | 65.6493 | 66.6300 | ||||||||||||
| Year ended December 31, | ||||||||||||||||
| 2015 | 13.4000 | 8.5550 | 9.2485 | 13.0400 | ||||||||||||
| 2016 | 16.0300 | 13.2000 | 14.7807 | 15.8900 | ||||||||||||
| 2017 | 19.2000 | 15.1900 | 16.5717 | 18.6490 | ||||||||||||
| 2018 | 41.2500 | 18.4100 | 28.1313 | 37.7000 | ||||||||||||
| 2019 | 60.4000 | 36.9000 | 48.234 | 59.8900 | ||||||||||||
For your convenience and except as we specify otherwise, this Annual Report contains translations of certain peso-denominated amounts to U.S. dollars at the exchange rate reported by Banco Nación on December 31, 2019.2020. These translations should not be construed as representations that the amounts actually represent such U.S. dollar amounts or could be or have been converted into U.S. dollars at the rates indicated, or at any other rates. On April 28, 2020,26, 2021, the reported selling exchange rate per U.S.$1.00 was Ps. 66.6300.
Our results of operations and financial condition are highly sensitive to changes in the peso-U.S. dollar exchange rate because a significant portion of our revenues (46.6%(50% of our total consolidated revenues from sales for the year ended December 31, 2019)2020), most of our capital expenditures, almost all of our debt obligations and the cost of natural gas used in our Liquids business are denominated in U.S. dollars, but substantially all of our assets are located in Argentina, and our functional currency is the peso.
Currency fluctuations would also affect the U.S. dollar amounts received by holders of our ADSs upon conversion (by us or by Citibank N.A. (the “Depositary”), pursuant to the deposit agreement for the issuance of the ADSs entered into between the Depositary and us (the “Deposit Agreement”)) of the cash dividends paid in pesos on the underlying Class “B” Shares. Fluctuations in the exchange rate between the peso and the U.S. dollar will also affect the U.S. dollar equivalent of the peso price of our Class “B” Shares on the BYMA and, as a result, the market price of the ADSs.
In 20182020, 2019 and 2019,2018, the peso experienced a rapid devaluation against major foreign currencies, particularly against the U.S. dollar. See “D. Risk Factors—Risks Relating to Argentina—Economic volatility in Argentina has adversely affected and may continue to adversely affect our business, results of operations, and financial condition, the value of our securities, and our ability to meet our financial obligations” and “—“—Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations.”
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
You should carefully consider the following risks and uncertainties, and any other information appearing elsewhere in this Annual Report. The risks and uncertainties described below are intended to highlight risks and uncertainties that are specific to us. Additional risks and uncertainties, including those generally affecting Argentina and the industry in which we operate, risks and uncertainties that we currently consider immaterial or risks and uncertainties generally applicable to similar companies in Argentina may also impair our business, results of operations, and financial condition, the value of our securities and our ability to meet our financial obligations.
The information in this Risk Factors section includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, including those described in “Cautionary Statement Regarding Forward-Looking Statements”Statements and Risk Factors Summary” above.
The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. “Risk Factors” in this Annual Report for a more thorough description of these and other risks:
Risks Relating to Argentina
| ‒ | Argentina’s public debt; |
| ‒ | high levels of public spending in Argentina; |
| ‒ | risks inherent to any investment in a company operating in an emerging market such as Argentina; |
| ‒ | economic volatility in Argentina; |
| ‒ | the ongoing political instability in Argentina; |
| ‒ | the impact of reforms and measures taken or to be taken by the Fernandez administration, including the Solidarity Law; |
| ‒ | failure by Argentina to comply with the terms of the agreement with the IMF; |
| ‒ | public health threats; |
| ‒ | high levels of inflation and the lack of credibility regarding Argentina’s official inflation statistics; |
| ‒ | restrictions on transfers of foreign currency; |
| ‒ | fluctuations in the value of the peso; |
| ‒ | lack of a transparent and rigorous framework for awarding and managing public contracts in Argentina and corruption allegations; |
| ‒ | Government intervention in the Argentine economy; |
| ‒ | Impact on the Argentine economy of economic developments in other markets; |
| ‒ | Argentina’s past default and litigation with holdout bondholders; |
| ‒ | a sustained deterioration in the terms of trade given a decline in the global prices for Argentina’s main commodity exports or an increase in the global prices for Argentina’s main commodity imports; |
| ‒ | further downgrades in the credit rating or rating outlook of Argentina; and |
| ‒ | the Argentine government may mandate salary increases for private sector employees. |
Risks Relating to Our Business
| ‒ | failure or delay in the implementation of tariff increases and our inability to obtain tariff adjustments reflecting the increase in operating cost; |
| ‒ | our operations are subject to extensive regulation; |
| ‒ | failure to maintain our relationships with labor unions; |
| ‒ | our ability to maintain our License for our regulated business; |
| ‒ | our creditors may not be able to enforce their claims against us in Argentina; |
| ‒ | the Government's strategies, measures and programs with respect to the natural gas transportation industry; |
| ‒ | Government-mandated interruption of contracted firm transportation services; |
| ‒ | a significant portion of our revenues is generated under natural gas transportation contracts that must be renegotiated and/or extended periodically; |
| ‒ | our business may require substantial capital expenditures; |
| ‒ | our Liquids production depends on the natural gas that arrives at the Cerri Complex through three main pipelines from the Neuquina, Austral and San Jorge natural gas basins; |
| ‒ | measures taken by the Government on the supply of natural gas to the Cerri Complex; |
| ‒ | fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of LPG and natural gasoline; |
| ‒ | the continued spread of the COVID; |
| ‒ | our ethane sales depend on the capacity of PBB Polisur S.R.L. (“PBB”), as the sole purchaser of our ethane production; |
| ‒ | the delay in the collection of our sales receivables with customers and/or subsidies owed by the Government for the supply of LPG in the domestic market; |
| ‒ | our failure to renew firm transportation contracts; |
| ‒ | our Other services business depends significantly on the need of Vaca Muerta fields gas producers to evacuate untreated natural gas; |
| ‒ | the affirmative and restrictive covenants in our currently outstanding indebtedness; |
| ‒ | our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks; |
| ‒ | changes in the interpretation by the courts of labor laws that tend to favor employees; |
| ‒ | risks related to litigation and administrative proceedings; |
| ‒ | impact of environmental, occupational health and safety regulations; |
| ‒ | we may face competition; |
| ‒ | downgrades in our credit ratings; |
| ‒ | cyberattacks or other risks related to new technologies; |
| ‒ | mechanical or electrical failures and any resulting unavailability; |
| ‒ | risks arising from natural disasters, catastrophic accidents and terrorist attacks; |
| ‒ | failure to comply with anti-trust, anti-corruption, anti-bribery and anti-money laundering laws; and |
| ‒ | inability to retain our employees or attract other skilled employees or contractors. |
Risks Relating to Our Shares and ADSs
| ‒ | shareholders outside Argentina may face additional investment risk from currency exchange rate fluctuations in connection with their holding of our shares or ADSs represented by ADRs; |
| ‒ | our principal shareholders exercise significant control over matters affecting us, and may have interests that differ from those of our other shareholders; |
| ‒ | sales of a substantial number of shares could decrease the market prices of our shares and the ADRs; |
| ‒ | under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions; |
| ‒ | as a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers; |
| ‒ | changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares or ADSs; |
| ‒ | holders of ADRs may be unable to exercise voting rights with respect to our Class B Shares underlying the ADRs at our shareholders' meetings; |
| ‒ | holders of ADRs may be unable to exercise preemptive, accretion or other rights with respect to the Class B shares underlying the ADSs; |
| ‒ | the NYSE and/or the Buenos Aires Stock Exchange (by delegated authority of BYMA) may suspend trading and/or delist our ADSs and common shares, respectively; |
| ‒ | the price of our Class B Shares and the ADSs may fluctuate substantially; and |
| ‒ | the relative volatility and illiquidity of the Argentine securities markets. |
Risks Relating to Argentina
We are a stock corporation with limited liability (sociedad anónima) incorporated and organized under the laws of Argentina. Our financial condition and results of operations depend to a significant extent on economic, regulatory and political conditions prevailing in Argentina, the exchange rate between the peso and the U.S. dollar and the reference international prices of Liquids because a significant portion of our revenues (50% of our total consolidated revenues from sales for the year ended December 31, 2020), most of our capital expenditures, almost all of our debt obligations and the cost of natural gas used in our Liquids business are denominated in U.S. dollars, but substantially all of our assets are located in Argentina, and our functional currency is the peso.
Argentina’s public debt may not be sustainable in the near future.
After the primary elections results of August 2019, the international markets casted doubt on Argentina’s debt sustainability. In view of this, the country risk indicator raised to 2,200 basis points, topping-off a depreciation of bond prices. Also, on August 29, 2019 by Decree No. 596/2019 the Government announced a debt profiling consisting of (i) an extension on the payment term for short-term local bonds, only for institutional investors that will receive the full payment over terms of three and six months (15% on the original maturity date, 25% and 60% at 3rd and 6th month of the original maturity date, respectively), but not for natural persons who acquired the bonds before July 31, 2019, who will receive full payment on the maturity date; (ii) a proposal to the Argentine Congress of a bill to extend maturity dates of other local bonds, without reduction on the capital or interest; (iii) a proposal to extend the maturity dates of foreign bonds; and (iv) after achieving fiscal goals, the start of talks with the International Monetary Fund (the “IMF”) in order to reprofile the deadlines to reduce the default risk in 2020 and 2023.
As a result of the foregoing, Argentina’s credit rating was downgraded in August 2019 and further downgraded in December 2019 to near-default status by both Fitch and S&P after the Government publicly stated that it would delay payments on its short-term dollar-denominated local debt.
Fitch cut Argentina’s long-term issuer rating two notches to “restricted default” from CC, after the Government announced by decree that it would extend payments on U.S.$9.1 billion in dollar-denominated Treasury bills until August 31, 2020. According to Fitch’s criteria, Argentina has defaulted on its sovereign obligations, and this development constitutes a “distressed debt exchange”. S&P also downgraded Argentina’s credit rating to “selective default” from CCC-, while Moody’s foreign issuer rating for Argentina is Caa2.
The government’s decision to extend payments on its short-term notes constitutes the second such delay of payments in five months. In February 2020, the IMF has also publicly stated its concerns about the sustainability of Argentina’s public debt and suggested that a definitive debt operation—yielding a meaningful contribution from private creditors—is required to help restore debt sustainability with high probability. As of the date of this Annual Report, Argentina’s public debt load stands at U.S.$323 billion, including loans from the IMF. Outstanding debt with private bondholders is approximately U.S.$121 billion.
In addition, on March 13, 2020, the Minister of Economy requested the members of the Paris Club to postpone for one year the payment of U.S.$ 2,100 million maturing on May 5, 2020. As of the date of this Annual Report, although the Paris Club has been receptive to rescheduling the payment requested by the National Government, it has not yet made public its acceptance of such request.
On April 21, 2020, the Argentine government launched an exchange offer with the aim of refinancing its external indebtedness in a manner which does not compromise the development and potential growth of Argentina over the next years. On August 17, 2020, the Argentine government submitted its modified bond restructuring offer to the SEC. On August 31, 2020, the Argentine government announced the results of its bond restructuring offer, announcing that holders owning 93.5% in principal amount of bonds outstanding and that this participation percentage was subsequently increased to 99% by virtue of the application of collective action clauses of the restructured bonds. Following the consummation of its bond restructuring offer, in September 2020 Fitch, Moody’s and S&P upgraded Argentina’s credit ratings to CCC, Ca and CCC+, respectively.
On August 8, 2020, Law No. 27,556 on the restructuring of the public debt instrumented in public securities denominated in U.S. Dollars and issued under Argentine law was enacted through an exchange transaction. Then, on August 18, 2020 and through Resolution No. 381/2020, the Ministry of Economy started the acceptance period of the restructuring offer, whose procedure was detailed in Law No. 27,556, which was in force until September 15, 2020. The “Net Present Value” paid for the exchanged securities was around U.S.$53.5 for every U.S.$100 of nominal value, discounted at an exit rate of 10%, for those securities issued during 2015-2019 and around U.S.$59.5 for those previously issued in 2005 and 2010. Subsequently, after the end of the early acceptance period, on September 4, 2020, the Argentine government communicated that the invitation to exchange foreign currency denominated securities issued under Argentine law had an acceptance equivalent to 98.8% of the total outstanding principal amount of all eligible securities.
Further, the Fernandez administration has also undertaken a restructuring of domestic debt that resulted in a 130% foreign exchange premium and a loss of U.S.$1,300 million international reserves to smooth the official exchange rate depreciation. Initially, foreign exchange controls were partially eased and the market responded positively, the foreign exchange premium was reduced to 85% and the international reserves loss was drastically reduced.
In addition, on August 26, 2020, the IMF issued Press Release No. 20/287, informing of the Argentine government's request to initiate negotiations on a new IMF-supported program. Subsequent releases were issued by the IMF's mission team for Argentina on November 20, 2020 and March 25, 2021 confirming that the IMF and the Government continue working on an economic program to help address Argentina's near- and medium-term challenges.
As of the date of this Annual Report, it is not possible to predict the impact that the measures relating to Argentina's debt restructuring nor any future economic plan that the Fernandez administration may implement will have on the Argentine economy. The Fernandez administration’s attempt to stabilize the economy and reduce the fiscal deficit, the trade deficit, inflation, poverty, and country risk, have to date proved unsuccessful. Any further measures could be detrimental to the economy and adversely affect our business, results of operations and financial condition.
Moreover, difficulties by Argentina and Argentine issuers in accessing international capital markets continue. Without access to the international financial markets the Government may not have the financial resources to implement reforms and boost growth, which could have a significant adverse effect on the country’s economy and, consequently, on our activities. Failure of Argentina to restructure its debt could cause Argentina to default in the payment of its public debt, which could materially and adversely affect our business, financial condition and results of operation, and our ability to meet our financial obligations, as it could have a direct impact on our customers’ ability to pay for our products and services, the demand for energy and our ability to access local and international markets to finance our operations and our growth. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt.
High levels of public spending in Argentina could generate adverse consequences for the Argentine economy.
In recent years, Argentina has substantially increased public expenditure. In 2016, government spending increased by 42.8% as compared to 2015, resulting in a primary fiscal deficit of 4.2% of GDP for 2015. In 2017, government spending increased by 25.9% as compared to 2016, resulting in a primary fiscal deficit of 3.8% of GDP for 2017. In 2018, government spending increased by 13.1% as compared to 2017 resulting in a primary fiscal deficit of 2.4% of GDP for 2018, but while the primary fiscal deficit decreased compared to 2017, the financial deficit (interest rates of the international debt with IMF) increased to 2.8%, resulting in a total deficit of 5.2% for the year 2018. In 2019, government spending increased by 36.2% as compared to 2018, resulting in a primary fiscal deficit.
The Government’s primary fiscal balance could be negatively affected in the future if public expenditure continues to increase at a rate higher than revenues, due to, for example, social security benefits, financial assistance to provinces with financial problems and increased spending on public works and subsidies, including subsidies to the energy and transportation sectors. Further deterioration in fiscal accounts could negatively affect the government’s ability to access the long-term financial markets.
In addition, as a consequence of the economic impact of the COVID, the Argentine government has increased public spending considerably, and has used money issuance as a tool to raise funds, the highest in the last 30 years. Primary fiscal deficit for 2020 resulted in 6.5% in terms of GDP.
In 2020, government spending increased by 52.7% as compared to 2019 resulting in Ps. 777,014 million.
In connection with the agreement entered into with the IMF in 2018, the Macri administration committed to address fiscal solvency and, thus, undertook steps to curb the fiscal deficit by reducing gas and transport subsidies and other expenses. However, these policies have led to higher prices and thus had a negative impact on consumer purchasing power. After assuming office, the Fernandez administration, within the framework of the Solidarity Law, taking care of the most vulnerable sectors, has taken a series of measures to reduce public spending.
The implementation of new measures in the future could also have negative effects. Furthermore, the federal government’s primary fiscal balance could be negatively affected if public expenditure increases faster than revenues in the future. Moreover, weaker fiscal results in Argentina than those envisaged could have a material adverse effect on Argentina’s economy.
The Government’s ability to access the long-term financial markets to finance such deficit is limited given the high levels of public sector indebtedness. The inability to access the capital markets to fund its deficit or the use of other sources of financing may have a negative impact on the economy and could limit the access to such capital markets for Argentine companies, which could adversely affect our business, financial condition and results of operations.
Certain risks are inherent in any investment in a company operating in an emerging market such as Argentina.
Argentina is an emerging market economy, and investing in emerging markets generally carries risks. These risks include political, social and economic instability that may affect Argentina’s economic results, which can stem from many factors. In general, Argentine economic conditions are dependent on a variety of factors, including, but not limited to, the following: (i) domestic production, international demand and prices for Argentina’s principal export commodities, (ii) the competitiveness and efficiency of domestic industries and services, (iii) the stability and competitiveness of the peso against foreign currencies and exchange controls, (iv) high interest and inflation rates, (v) Argentina’s fiscal and trade deficits, (vi) Argentina’s public debt level, (vii) foreign and domestic investment and financing, (viii) governmental policies and the legal and regulatory environment, including import and export contracts and tax provisions, (ix) consumption levels, (x) wage and price controls and (xi) political uncertainty and social unrest.
Any of these factors, as well as volatility in the capital markets, may adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Economic volatility in Argentina has adversely affected and may continue to adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations depend to a significant degree on macroeconomic, political, regulatory and social conditions in Argentina. The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high and variable levels of inflation and interest rates and currency devaluation. As a consequence, our business and operations have been, and could in the future be, affected from time to time, to varying degrees, by the high volatility in Argentina, which primarily results from economic and political developments and other material events affecting the Argentine economy, such as: inflation, price controls, fluctuations in foreign currency exchange rates and interest rates; currency devaluation; governmental policies regarding tariffs, spending and investment, and other regulatory initiatives increasing government involvement with economic activity; and international conflicts, social unrest and insecurity concerns.
In 2020, 2019 and 2018, the peso experienced a rapid devaluation against major foreign currencies, particularly against the U.S. dollar. In particular, in 2019, immediately after the preliminary presidential elections (elecciones primarias, abiertas, simultáneas y obligatorias), the peso suffered a significant devaluation. According to the exchange rate information published by the Banco Nación, the peso depreciated by 40.5% against the U.S. dollar during the year ended December 31, 2020 (compared to 58.9% and 102.2% in the years ended December 31, 2019 and 2018). As a result of the peso’s increased volatility, in 2020 and 2019, the Government announced several measures to control and restrict the ability of companies and individuals to exchange pesos for foreign currencies. Those measures include the requirement to obtain prior approval from the BCRA, which could eventually restrict the ability to exchange pesos for other currencies. Moreover, restrictions also apply to the acquisition of any foreign currency for holding as cash within Argentina and to transfer dividends abroad, among others. Additionally, the Government implemented a new tax at a rate of 30% on certain transactions involving the acquisition of foreign currency. For additional information see “Item 10. Additional Information—D. Exchange Controls.”
The ability of the Government to stabilize the foreign exchange market and restore economic growth is subject to uncertainty. The continued depreciation of the peso and the failure to meet its obligations with IMF could have a material adverse effect on Argentina’s economy and, consequently, our business, results of operations and financial condition.
In addition, this rapid devaluation has confronted inflationary pressures, evidenced by significantly higher fuel and food prices, among other indicators. Inflation in Argentina has contributed to a material increase in our operating costs, in particular labor costs, and negatively affected our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. There can be no assurance that inflation rates will not escalate in the future, and the effects of measures adopted or that may be adopted in the future by the Government to control inflation are uncertain. See “—Government intervention in the Argentine economy could adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations” and “—High levels of inflation and the lack of credibility regarding Argentina’s official inflation statistics could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.”
The Argentine economy remains vulnerable, as reflected by the following economic conditions:
inflation, which remains high, and may continue to be high in the future;
volatility in real GDP, which according to the restated information released by INDEC grew by 2.7% in 2015, decreased by 2.1% in 2016, grew by 2.7% in 2017, decreased by 2.5% in 2018, decreased by 2.2% and 9.9% in 2019 and 2020, respectively;
Argentina’s public debt as a percentage of GDP, which remains high, and as of September 30, 2020, represented approximately 100.7% of the GDP;
the discretionary increase in public expenditures that has resulted (and continues to result) in a fiscal deficit;
high unemployment and informal employment rates;
high exchange rate volatility;
high fiscal and trade deficits;
an inability to pay public debt and the reperfilation of debt maturities;
limited access to funding in the local and international capital markets;
agricultural exports, which fueled the economic recovery, have been affected by drought and lower prices than in prior years;
fluctuations in international oil prices;
unavailability of long-term credit to the private sector;
the effects of a restrictive U.S. monetary policy, which could generate an increase in financial costs for Argentina;
fluctuations in the BCRA’s foreign currency reserves;
uncertainty with respect to the imposition of exchange and capital controls;
the abrupt fall in the value of sovereign bonds and a decline in consumer confidence or foreign direct investment;
the public health concerns derived from COVID and its scale and duration discussed below, which remain uncertain, but could impact our earnings, cash flow, liquidity, and financial condition; and
other political, social and economic events outside of Argentina that adversely affect the current growth of the Argentine economy.
After assuming office in December 2019, President Alberto Fernández announced that his administration would continue with the BCRA’s zero currency issuance policy and increased taxes to finance the fiscal deficit. However, after COVID and the emergency measures taken by Fernandez’s administration, it is, as yet, uncertain if these policies can be sustained and the effects that these measures will have on the fiscal deficit and on the economy in general.
A decline in international demand for Argentine products, a lack of stability and competitiveness of the peso against other currencies, a decline in confidence among consumers and foreign and domestic investors, a high rate of inflation and future political uncertainties, among other factors, may affect the development of the Argentine economy which could lead to reduced aggregate demand and adversely affect our business, financial condition and results of operations.
As of the date of this Annual Report, the impact of the policies and measures adopted by the Government on the Argentine economy as a whole cannot be predicted. Also, we cannot predict the full future impact that changes in the application of the tax indexation procedure and related adjustments will have on our financial statements, or the effects on our effective tax rate or on our business, results of operations and financial condition. The factors described above, among other factors, may materially and adversely affect the development of the Argentine economy, which could adversely affect our business, financial condition and results of operations.
The ongoing political instability in Argentina may adversely affect the Argentine economy.
Argentina’s political and social environment has historically influenced, and continues to influence, the performance of the country’s economy. Political and social crises have affected and continue to affect the confidence of investors and the general public, which has historically resulted in economic deceleration and heightened volatility in securities with underlying Argentine risk. The recent political instability in Argentina has contributed to a decline in market confidence in the Argentine economy. Weak macroeconomic conditions in Argentina may continue in the upcoming years.
As from March 2020, as a consequence of the COVID, the Government has taken several measures in order to reduce its impact on public health. These measures intensified the slowdown in the Argentine economy. In the current context of recession and considering the weak financial situation of the country that is renegotiating the terms of its financial indebtedness with creditors, these measures could mean a further deterioration in Argentina’s public accounts and its macroeconomic and financial situation.
We cannot provide any assurance that future economic, social and political developments in Argentina, over which we have no control, will not impair our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
The impact of reforms and measures taken or to be taken as a result of the change of administration are uncertain.
Similar to the primary elections held in August 2019, following the announcement of the result of the elections held in October 2019, in which the coalition of the Frente para Todos party was elected over the coalition in which Mauricio Macri was a part, the peso suffered a significant depreciation against the U.S. dollar, and Argentine companies’ shares listed on the BYMA fell on the order of 38%. There was also an abrupt escalation of the country default risk above 2000 basis points. All the above-mentioned events set off a critical, negative shockwave in Argentine financial markets and generated economic instability which resulted in the adoption of several measures, taken not only by the former administration but also by the ruling party:
Alleviation measures. On August 14, 2019, in order to reduce the effects of the worsening economic situation, the Government took the following measures: (i) a minimum wage increase of 20% and a special deduction for retirees and formal employees, together with an increase in the minimum income amount for federal income taxes, now at Ps.55,376 for “single” filing status and Ps.70,274 for “married with children”; (ii) a deduction of 50% in taxable fees for self-employed workers; (iii) an exemption from employee contributions for salaried employees with a net salary below Ps.60,000 (personal contributions 11% of net salary) during September and October, with a maximum of Ps.2,000 monthly; (iv) an exemption from tax contributions for simplified filers (Monotributistas) during September; (v) an increase of Ps.1,000 per child during September and October for beneficiaries of the universal child allowance (asignación universal por hijo); (vi) the establishment by the Administración Federal de Ingresos Públicos, of a 10-year moratorium for small- and medium-sized companies (as well as for self-employed workers and simplified filers); and (vii) a 90-day freeze on gas prices. The fiscal cost of these measures reaches Ps.40,000 million.
Rate of 0% on the value-added tax of “basic food basket.” By Decree No. 567/2019 published in the Official Gazette on August 16, 2019, the Government enacted that the sale of items in the “basic food basket” (canasta básica de alimentos) would be exempt from value added tax to final consumers. The products that are part of this basic food basket are: sunflower oil, corn and mix, rice, sugar, preserved fruits, vegetables and beans, corn flour, wheat flour, eggs, whole milk, skim milk, bread, bread-crumbs, dry pasta, yerba mate, mate cocido, tea, whole yoghurt and non-fat yoghurt. The exemption was in place until December 31, 2019.
Public Debt Reprofiling. On August 29, 2019, the Executive Branch published Decree No. 598/2019, pursuant to which certain exceptional measures were adopted to relieve tension in the financial and foreign exchange markets. The measures consist of (i) an extension on the payment term for short-term local bonds, only for institutional investors that will receive the full payments in terms of three and six months (15% on original maturity date, 25% and 60% at 3rd and 6th month of the original maturity date, respectively) and not for natural persons who acquired the bonds before July 31, 2019, who will receive full payment on the maturity date; (ii) a proposal to the Argentine Congress of a bill to extend the maturity dates of other local bonds, without reduction on the capital or interest; (iii) a proposal to extend the maturity dates of foreign bonds; and (iv) after achieving fiscal goals, the start of talks with the IMF in order to reprofile the deadlines to reduce the default risk in 2020 and 2023.
Exchange control restrictions. The Executive Branch reinstated restrictions on the foreign exchange market through the Emergency Decree No. 609/2019 (“Decree 609”), published in the Official Gazette on September 1, 2019, and since then has enacted subsequent exchange control restrictions. These exchange control restrictions remain in place. For additional information see “—Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends and distributions and investors may face restrictions on their ability collect capital and interest payments in connection with corporate bonds issued by Argentine companies” and “Item 10. Additional Information—D. Exchange Controls.”
Occupational Emergency. Through Decree No. 34/2019 (“Decree 34”), on December 13, 2019, the Government of Alberto Fernández declared a public emergency in occupational matters for a term of 180 days. In case of dismissal without cause during said period, the affected worker will have the right to receive double compensation in accordance with current legislation. The Government went a step further amid the COVID pandemic, extending this measure on several occasions, most recently by Decree no. 39/2021, effective until December 31, 2021.
Solidarity Law. On December 23, 2019, the National Congress enacted the Solidarity Law. This law declared a public emergency in economic, financial, fiscal, administrative, pension, tariff, energy, health and social matters, and, pursuant to the Argentine Constitution, the Solidarity Law delegates legislative powers to the Executive Branch. For additional information, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Factors affecting our consolidated results of operations.”
Emergency Assistance Program for Work and Production. Pursuant Decree No. 332/2020 of April 1, 2020 (“Decree 332”), the Fernández administration created the Emergency Assistance Program for Work and Production for employers and workers affected by the COVID health emergency. This program includes: (i) the postponement or reduction of up to 95% of the payment of certain employer contributions; (ii) a compensatory salary assignment; and (iii) a comprehensive unemployment benefit system. Decree No. 376/2020 of April 20, 2020 expands the subjects entitled to, and the benefits included in Decree 332, including: (i) zero rate credit facilities for certain eligible small taxpayers, workers and self-employed workers, with a subsidy of 100% of the total financial cost; (ii) expanding the scope of the compensatory salary assignment paid by the Government to all workers in the private sector; (iii) the authorization of the Argentine Guarantee Fund (FoGAR) to guarantee the credit facilities referred in (i); and (iv) an increase in the amount of unemployment insurance between Ps.6,000 and Ps.10,000. Decree No. 624/2020 of July 27, 2020 further amends the criteria to determine eligibility to the benefits of such assistance program. We have not taken advantage of this assistance program.
- Legal Regime of the Telework Contract. On August 14, 2020, Law No. 27,555 was published, the purpose of which is to establish the minimum legal requirements for the regulation of the telework modality in those activities that, due to their nature and particular characteristics, allow it. This law incorporates to the employment contract regime approved by Law No. 20,744 certain provisions related to teleworking, such as working hours, work elements, and the rights and obligations of the worker, among other matters. The law will enter into force after the expiration of 90 days from the end of the period of validity of the social, preventive and mandatory isolation provided by Decree No. 297/2020 as amended. On January 20, 2021, Decree No. 27/2021 was published in the Official Gazette, which partially regulates Law No. 27,555. Said Decree delegates to the Ministry of Labor, Employment and Social Security the issuance of the resolution that will determine the starting date of the 90-day period for the above mentioned Law to become effective.
Amendments to the Information and Communications Technology ("ICT") regime. By means of Decree No. 690/2020 dated August 21, 2020, the Argentine Government introduced a series of amendments to the ICT Law No. 27,078. First, ICT services and access to telecommunications networks were assigned the character of public service in competition. Likewise, the regime for determining prices was modified. It is established that ICT service licensees will set their prices, which must be fair and reasonable, covering operating costs, aiming at an efficient provision and a reasonable operating margin. At the same time, prices will be regulated by the enforcement authority in the case of essential and strategic ICT public services in competition, providers based on the Universal Service and those determined by the enforcement authority for reasons of public interest. Also, the prices of ICT services - including subscription broadcasting and fixed or mobile telephony services - were frozen from July 31, 2020 until December 31, 2020. On December 18, 2020, the National Communications Entity (ENACOM) issued Resolution No. 1466/2020, which provided for an increase limited to services. Likewise, ENACOM issued Resolution No. 1467/2020 on December 21, 2020, whereby "Mandatory Universal Basic Services" were approved for the Basic Telephone Service, Mobile Communications Services, Internet Access Value Added Service, Pay TV services by subscription through physical, radioelectric or satellite link and Radio Broadcasting services by subscription through physical or radioelectric link (SRSVR) or satellite link, aimed at users who comply with certain conditions, essentially aimed at the most vulnerable sectors.
Judicial Reform Bill. On July 29, 2020, the Executive Branch announced a judicial reform bill which consists of increasing the number of federal courts by creating 23 new federal courts and merging the federal criminal circuit with the federal economic criminal circuit. In addition, the proposed bill seeks the appointment of an advisory committee composed of legal experts to advise the executive branch on the operation of the judicial branch. The bill was approved by the Senate on August 28, 2020 and, as of the date of this Supplement, is pending discussion in the House of Representatives.
Oil&Gas upstream industry. Certain measures were established in order to encourage oil and gas production. The most prominent refers to the establishment of the Argentine Natural Gas Production Promotion Plan - Supply and Demand Scheme 2020-2024 through Decree No. 892/2020 published on November 16, 2020. Further on May 19, 2020, Decree 488/2020 was published, through which a base price of US $ 45 was set for the commercialization of a barrel of Medanito-type crude oil in the local market, containing also provisions relating to the aliquots applicable to export duties relating to products from the hydrocarbon industry.
The current administration also took several other measures to reduce the impact of public service tariffs on the economy. These measures included the freezing of tariffs, the pesification of electricity generation rates, and deferral of the payment of natural gas bills for certain consumers, among others. For additional information see “Item 4. Our information.—B. Business overview.—Natural gas transportation.”
As of the date of this Annual Report, the impact that the aforementioned measures have had or will have on the Argentine economy, and on our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations as a whole, cannot be fully assessed or predicted. In addition, we cannot predict how the current administration will address certain political and economic issues that were central during the Macri administration, or the impact that any measures taken or to be taken by the Fernández administration in connection with these issues will have on the Argentine economy as a whole. Also, we cannot assure that the Government or any of its political divisions will not adopt additional changes and reforms in tax matters, or that these reforms and those that may be adopted in the future will not adversely affect our business, results of operations or financial condition.
The Solidarity Law and the measures that the new administration has implemented could adversely affect our results of operations and financial condition.
The Solidarity Law declares, among other issues, the tariff and energy emergency, delegates to the Executive Branch broad legislative powers to ensure the sustainability of the public debt, regulates the tariff restructuring of the energy system through a renegotiation of the current Integral Tariff Renegotiation (“RTI”) and reorders the regulators of the energy system, among others. Likewise, the rates of public utilities for natural gas will remain unchanged for a maximum period of 180 days (since December 23, 2019), which period has been extended by Decree No. 543/2020 (“Decree 543”) and Decree No. 1020/2020 (“Decree 1020”) until the RTI process concludes or the transitional tariff increase is put into effect.
This law also modified certain tax aspects previously modified by the administration of Mauricio Macri. As a result, the tax rate on personal property has been increased, a new 30% currency purchase tax has been created, and the previous changes in the income tax rates have been reversed, suspending the 25% reduction for the year beginning on January 1, 2020 and providing that the result of the tax inflation adjustment must be paid in six installments, instead of three installments, as previously established.
Additionally, and in order to meet the fiscal deficit, the pension adjustment system has been suspended by the Solidarity Law and finally modified by Law No. 27,609.
It is not possible to foresee the impact of this law or the measures that could be taken by the new administration at the national or provincial level, and the effect that such measures could have on the Argentine economy and on Argentina’s ability to meet its financial obligations, which could negatively affect our business, financial condition and results of operations. In addition, we cannot assure you that economic, regulatory, social and political events in Argentina will not affect our business, financial condition or the results of our operations.
Failure to comply with the terms of the agreement with the IMF may adversely affect the Argentine economy and, as a result, our business.
In June 2018, the Government agreed with the IMF to implement a stand-by program for U.S.$50,000 million for a period of 36 months.
The economic plan presented by the former administration to access this program sought to strengthen the country’s economy by restoring market confidence through a coherent macroeconomic program that would reduce financing needs, place Argentina’s public debt on a firm downward trajectory and strengthen the plan of inflation reduction through more realistic inflation targets and the strengthening of the BCRA’s independence. The main parts of the economic plan were: (i) the restoration of market confidence, (ii) protection of the most vulnerable segments of society by adjusting the national budget for social protection, (iii) a strengthening of the credibility of the BCRA inflation targeting framework, and (iv) a progressive reduction of the impossibility of payment.
The IMF has held several rounds of meetings with the Government to discuss the recent macroeconomic developments and learn more about the economic plans and policies of the Fernandez Administration. The Argentine authorities are moving to address the difficult economic and social situation facing the country and have implemented a set of policies to address the rise in poverty, while also taking steps to stabilize the economy and secure a sustainable and orderly resolution of Argentina’s debt situation.
More recently, President Alberto Fernandez and Argentina's Minister of Economy have stated the country's difficulty in canceling the country's debt with the IMF while requesting a reduction in the cost of IMF loans.
The outcome of negotiations with the IMF and Argentina’s private creditors is uncertain and could have a material adverse effect in our business, results of operation and financial condition. The IMF and the authorities have stated that they will continue to engage closely, and further discussions are planned as the authorities continue defining their economic plans and policies.
As of the date of this Annual Report, we cannot predict exactly the outcome of such negotiations, what measures will be adopted to comply with the directives of the IMF or the consequences of these measures on the Argentine economy in general, or on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. Furthermore, we cannot predict that the measures that will be adopted in the future will enable Argentina to have sufficient funds to comply with its commitments to the IMF.
Public health threats could have an adverse effect on the Argentine economy and on our business, financial condition or results of operations.
On March 11, 2020, the World Health Organization declared COVID a pandemic. In response, countries have adopted extraordinary measures to contain the spread of the virus, including imposing travel restrictions and closing borders, requiring closures of non-essential businesses, instructing residents to practice social distancing, issuing stay-at-home orders, implementing quarantines and similar actions. The ongoing pandemic and these extraordinary government measures are disrupting global economic activity and resulting in significant volatility in global financial markets. According to the IMF, the global economy has recently entered into a recession.
The Government has adopted multiple measures in response to the COVID pandemic, including a nationwide mandatory lockdown that began on March 19, 2020 that has been extended several times. The government has also required during the last months the mandatory shutdown of businesses not considered essential. Finally, on November 6, 2020, the government announced the end of the mandatory lockdown for the AMBA (the Area Metropolitana de Buenos Aires or "AMBA") and the beginning of the new phase of social distancing. However, COVID cases have risen over the last few months in several regions of the world and the rate of infections is still increasing. Lockdowns return to Europe as cases rise again. Spain, France, the United Kingdom and the United States have all recorded more than one million cases, and several others are seeing their highest number of new infections since the start of the pandemic.
As a consequence, on April 8, 2021, Executive Branch issued Decree No. 235/2021, supplemented by Decree No. 241/2021, which reimposes social restrictions including a 8pm-6am curfew in Autonomous City of Buenos Aires areas marked by high rates of contagion, and limits on residential social gatherings and outdoor events. Oil and gas workers are among those considered essential and exempt from circulation restrictions. The measures will remain in place until the end of April 2021.
In order to mitigate the economic impact of the COVID pandemic and mandatory lockdown and shutdown of non-essential businesses, the Argentine government has adopted social aid, monetary and fiscal measures. We cannot assure you whether these measures will be sufficient to prevent a severe economic downturn in Argentina, particularly if current conditions are prolonged and if Argentina’s main trading partners are concurrently facing an economic recession. However, the Argentine government may have more limited resources at this time to support the country’ s economy; the pandemic has struck at a time when Argentina is simultaneously struggling to emerge from a two-year recession.
These temporary measures included the issuance of stay-at-home orders, closures of non-essential businesses, prohibition of layoffs without cause and suspension of workers, among others. Although these measures may help attenuate the economic impact on the Argentine economy overall, they may have a negative impact on our business and results of operations.
Additionally, we face various risks arising from the economic impact of the pandemic and government measures which are difficult to predict accurately at this time, such as:
The situation generated by COVID could cause a decrease in our revenues (ie. A reduction in the demand of our Liquids products) or an increase in our operating costs. As a result of financial turmoil in Argentina caused by disruptions in supply chains and public debt restructuring, we may experience difficulties in our ability to pay off our debts and other financial obligations as they become due. We could also face difficulties in accessing debt and capital markets and may be forced to refinance our indebtedness;
An extended period of remote work by our employees could deplete our technological resources and result in or exacerbate certain operational risks, including an increased risk of cybersecurity. Remote work environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts to exploit the COVID pandemic; and
COVID poses a threat to the well-being and morale of our employees. While we have implemented a business continuity plan to protect the health of our employees and we have contingency plans for key employees or executive officers who may become ill or unable to perform their duties for an extended period of time, such plans cannot anticipate all scenarios, and we may experience a possible loss of productivity or a delay in the deployment of certain strategic plans.
In addition, governmental authorities may recommend or impose additional measures that could cause further significant disruptions to business activity in general. We have also modified some of our business activities by changing our cleaning procedures, implementing remote work modalities and suspending certain business activities. The impact of the COVID on the financial markets has also negatively affected borrowing costs, hedging activities, liquidity and access to capital in general, which could limit our ability to obtain financing for our operations on a timely basis, on acceptable terms or at all.
In addition, the slowdown in economic activity caused by COVID and other internal factors and ongoing changes in customer habits may result in a decrease in energy demand even after the government measures have been lifted.
We are continuously monitoring the impact of the ongoing COVID pandemic on our Company. The ultimate impact of the pandemic on our business, results of operations and financial condition remains highly uncertain and will depend on future developments outside of our control, including the intensity and duration of the pandemic and the government measures taken in order to contain the virus or mitigate the economic impact. To the extent the COVID pandemic adversely affects our business, it may also have the effect of heightening many of the other risks described in this "Risk Factors" section. For additional information regarding the impact of COVID on our results and financial situation, see “Item 5. Operating and Financial Results Review and Prospects—A. Operating Results.”
High levels of inflation and the lack of credibility regarding Argentina’s official inflation statistics could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Pursuant to Argentine law, the INDEC is the only institution in Argentina entitled to publish official nationwide statistics. In addition, inflation has undermined the Argentine economy and the Government’s ability to stimulate economic growth. In the past, there have been concerns regarding the accuracy of the INDEC statistics. In 2007, the INDEC changed the way it calculated inflation statistics such as CPI and WPI.
Despite consultations between the Government and the IMF regarding the reliability of the INDEC’s statistics, in February 2013, the IMF Executive Board issued a declaration of censure against Argentina in connection with Argentina’s breach of its obligations to provide information to the IMF under the Articles of Agreement and called on Argentina to adopt remedial measures to address the inaccuracy of inflation and GDP data without further delay.
On February 13, 2014, the INDEC released a new inflation index (the “IPCNu”) that measured prices on goods across the country, replacing the previous index that only measured inflation in the urban sprawl of the City of Buenos Aires. The IPCNu, together with the GDP calculation, was reviewed by the IMF. During 2015, the IMF ruled that these indicators did not comply with its statutes, so it maintained an ongoing review process. Concerns regarding statistics in Argentina remained until January 8, 2016, when Decree No. 55/2016 and the declaration of a state of administrative emergency in the national statistical system and in the INDEC until December 31, 2016, was issued. Following this declaration, the INDEC ceased publishing statistical data until a rearrangement of its technical and administrative structure was finalized on December 31, 2016.
On June 29, 2016, the INDEC published recalculated historical GDP data, modifying the previously released data and substituting the IPCNu. Following the publication of revised data, on November 9, 2016, the Executive Board of the IMF concluded consultation with, and lifted its censure of, Argentina.
The INDEC discontinued the publication of data from November 2015 through May 2016 following the declaration of a state of administrative emergency in the national statistical system. During that period, the INDEC released alternative CPI figures based on data published by the Province of San Luis and the City of Buenos Aires. In June 2016, the INDEC resumed publication of monthly data.
Certain private economists have estimated significantly higher inflation rates than those published by the INDEC for the period from 2007 to 2015. The uncertainty relating to the inaccuracy of the economic indexes and rates may lead to a lack of confidence in the Argentine economy and may, in turn, limit our ability to access credit and capital markets, which could adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
According to information published by the INDEC, in 2020, 2019 and 2018, CPI registered an increase of 36.1%, 53.8% and 47.6%, respectively. In 2020, 2019 and 2018, the WPI increased by 35.4%, 58.5% and 73.5%, respectively. Additionally, in 2020, the CPI increased, 2.3%, 2.0%, 3.3%, 1.5%, 1.5%, 2.2%, 1.9%, 2.7%, 2.8%, 3.8, 3.2% and 4.0% in January, February, March, April, May, June, July, August, September, October, November and December, respectively, and the WPI increased 1.5%, 1.1%, 1.0%, (1.3) %, 0.4%, 3.7%, 3.5%, 4.1%, 3.7%, 4.7%, 4.2% and 4.4% during the same months. During January, February and March 2021, inflation remained at high levels, where the CPI increased by 4.0%, 3.6% and 4.8%, respectively, on a month-to-month basis.
High inflation rates affect Argentina’s foreign competitiveness and social and economic inequality, negatively impact employment, consumption and the level of economic activity, and undermine confidence in Argentina’s banking system, which could further limit the availability of and access by local companies to domestic and international credit. Inflation rates could escalate in the future, and there is uncertainty regarding the effects that the Government’s measures to control inflation may have. Increased inflation could adversely affect the Argentine economy, which in turn may have an adverse effect on our business, financial condition and results of operations.
Inflation has, in the past, materially undermined the Argentine economy and the government’s ability to foster conditions that would permit stable growth. Currently, Argentina faces inflationary pressures, evidenced by significantly higher fuel, energy and food prices, among other factors. Increases in inflation rates could accelerate in the future, and there is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by Argentina to control inflation may have.
As discussed elsewhere in this Annual Report, given that the Argentine economy has been considered as hyperinflationary, since July 1, 2018, we have applied IAS 29 in our Financial Statements, which requires that the financial statements of an entity whose functional currency is that of a hyperinflationary economy, regardless of whether they are based on the historical cost method or the current cost method, be expressed in terms of the current unit of measurement at the reporting date of the reporting period. See “—Presentation of Financial and Other Information—Financial Statements and Basis of Preparation.”
In recent years, the Government has taken certain measures to curb inflation, such as implementing price controls and limiting wage increases. We cannot assure you that inflation rates will not continue to increase in the future or that any measures taken or that may be taken by the Fernández administration to control inflation will be effective or successful. High inflation rates continue to be a challenge for Argentina. Significant increases in inflation rates could have a material adverse effect on Argentina's economy and, in turn, could increase our operating costs, in particular labor costs, and could adversely affect our business, financial condition and results of operations.
Because Natural Gas Transportation business segment sales represented 42% of our total revenues during the year 2020, and are denominated in pesos, any further increase in the rate of inflation not accompanied by a parallel increase in our tariffs would decrease our revenues in real terms and adversely affect our results of operations. Further, as a consequence of the application of IAS 29, maintaining monetary assets generates loss of purchasing power; provided that such items are not subject to an adjustment mechanism that compensates to some extent such loss. This loss is booked in the statement of comprehensive income.
Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends and distributions and investors may face restrictions on their ability collect capital and interest payments in connection with corporate bonds issued by Argentine companies.
On September 1, 2019, the BCRA issued Communication "A" 6,770, which established various rules for exports of goods and services, imports of goods and services, foreign assets, non-resident operations, financial debt, debts between residents, profits and dividends, and information systems. The Communication was issued in response to the publication of Decree No. 609/2019 (“Decree 609”), pursuant to which the Argentine government implemented foreign exchange regulations. Decree 609 sets forth the obligation to convert the value of goods and services exported into Pesos in the local financial system, in accordance with terms and conditions established by the BCRA. These exchange control restrictions remain in effect due to Decree No. 91/2019.
Additionally, on December 5, 2019 the BCRA issued Communication "A" 6,844, setting forth the consolidated set of rules governing foreign trade and exchange ("Exterior y Cambios" in Spanish). Among other restrictions, Communication "A" 6,844 requires prior authorization from the BCRA for the pre-cancelation of debts corresponding to imports of goods and services. For overdue or on-demand debts for the import of goods with related parties abroad outstanding as of August 31, 2019, the importer must request authorization from the BCRA if the debts exceed U.S.$2 million per month.
BCRA authorization is also required for payments of services with related parties abroad. Prior authorization from the BCRA is required for the "constitution of foreign assets" (e.g., purchase of foreign currency, among others) by legal entities, local governments, mutual funds, trusts and other vehicles. Additionally, individuals must request authorization from the BCRA for the "formation of foreign assets," family aid and the granting of guarantees in derivative transactions, when those items exceed U.S.$200 in the calendar month, among other circumstances.
With respect to financial debt, borrowers must enter and settle in the foreign exchange market new financial debts from abroad that are disbursed from September 1, 2019. Compliance with this requirement must be proved to access the foreign exchange market and cancel the principal and interest. Communication "A" 6,844 also requires companies to obtain prior authorization from the BCRA before transferring profits and dividends abroad, as a general rule.
Likewise, Communication "A" 6,854, issued on December 27, 2019 established that rules incorporated into the consolidated text of the regulations on foreign trade and exchange other than those applicable for export of goods and services, as set forth in Communication "A" 6,844, shall remain in full force and effect as from December 31, 2019.
Subsequently, the BCRA issued Communication "A" 7,030, through which it established that for the purpose of accessing the Exchange market for the realization of certain transactions such as (i) payment of imports and other purchases of goods abroad, (ii) purchase of foreign currency by residents with specific application, (iii) payment of profits and dividends, (iv) payment of capital and interest on financial indebtedness, among others, the entity shall have the prior consent of the BCRA unless it has an affidavit from the client stating that at the time of access to the exchange market: (i) all of its foreign currency holdings in the country are deposited in accounts in financial institutions and that it does not have liquid external assets available; and (ii) undertakes to liquidate on the exchange market, within five working days of its making available, those funds that it receives abroad arising from the collection of loans granted to third parties, the collection of a term deposit or the sale of any type of asset, where those funds have been acquired after May 28 2020.
On the other hand, the Communication provides that until June 30, 2020 (a period subsequently extended until July 31, 2020, by Communication "A" 7052) when accessing the market for payment of imports of goods or for the cancellation of debts arising from the import of goods, the BCRA must pre-approve the transaction unless the entity has: (i) a customer’s affidavit stating that the total amount of payments associated with its imports of goods during 2020 does not exceed the amount by which the importer would have access to the exchange market that was officialized between January 1, 2020 and the day leading up to accessing the exchange market; and (ii) documentation that allows the company in question to verify compliance with the remaining requirements established for the operation by the exchange regulations. At the same time, the Communication provides that until June 30, 2020 (a period subsequently extended until July 31, 2020, by Communication "A" 7,052) prior approval of the BCRA will be required for access to the foreign market for the cancellation of financial indebtedness principal services with the foreign sector where the creditor is a counterparty linked to the debtor.
As for transactions corresponding to foreign market outflows, the Communication amends from 30 to 90 days the period within which (i) no sales of securities with liquidation in foreign currency or transfers thereof to foreign entities can be performed, and (ii) no local sales of securities with liquidation in foreign currency or transfers thereof to entities abroad can be performed, in this case, counted from the moment the foreign market was accessed.
On September 15, 2020, Communication "A" 7,106 established that companies must refinance maturities of financial debt principal in the period from October 15, 2020 to March 31, 2021. In this sense, the Central Bank will give access to companies for up to 40% of maturities and companies must refinance the rest within at least two years or should be cancelled using currency already in possession of the Company. Furthermore, Resolution No. 862/2020 of the CNV established a three-day "parking" requirement for both transfers of securities from local accounts abroad. As a result of all the exchange restrictions mentioned and all those that may be issued in the future by the BCRA in the context of the exercise of its powers, it is clarified that there may be potential "holdouts" in the context of the restructurings that Argentine companies are obliged to carry out with the consequent possible claims. The Central Bank measure, would, in many cases, result in non-compliance or a default on corporate debt denominated in U.S. dollars. It will be a challenge for issuers of corporate debt denominated in U.S. dollPs.to fully quantify the implications of Communication "A" 7,106. In order to fulfill the requirements of this regulation, a refinancing plan for financial debt due for registration until December 31, 2020 must be submitted to the Argentine Central Bank before September 30, 2020. For maturities to be registered between January 1, 2021 and December 31, 2021, the plan must be submitted at least 30 calendar days prior to the maturity of the principal to be refinanced, which implies a risk to obtain financing for new productive projects. As a consequence, there could be an increase in the spreads of corporate bonds. In addition, since June 2020, through Communication "A" 7,030, companies could no longer access to the MULC to cancel financial debt between companies in advance. It is also noted that such possible proposals for restructurings will fully comply with the requirements established by the applicable and current regulations, as long as the non-compliance brings the application of the foreign exchange criminal law to the members of the board of directors. These decisions resulted in a notorious sell off of sovereign bonds, which led to a 7% daily fall. The Central Bank sold U.S.$1,318 million the following five weeks, in order to keep the exchange rate depreciation at desirable levels. Due to this unsustainable situation, the Government decided to partially ease the restrictions by reducing the interval between bond transactions and the resulting currency exchange between pesos and dollars from fifteen to three days, and also by repealing the aforementioned prohibition for non-residents. The Central Bank purchased U.S.$608 million in the spot market in December 2020.
As a result of the tightening of exchange controls, the difference between the official exchange rate, which is currently used for commercial and financial transactions, and other secondary exchange rates that implicitly arose as a result of certain transactions commonly carried out in the capital market ("MEP" or "contado con liquidación" dollar) widened considerably, creating a gap of approximately 67% with the official exchange rate as of December 31, 2020. The Government could maintain a single official exchange rate or create multiple exchange rates for different types of transactions, substantially changing the exchange rate at which we purchase foreign currency to repay its foreign currency denominated indebtedness. In addition, the imposition by the government of additional exchange controls and restrictions and/or other measures in response to capital outflows or devaluation of the Peso could weaken public finances. Such a weakening of public finances could have an adverse effect on the Company's results of operations and financial condition.
As of the date of this Annual Report, the restrictions outlined above remain in place. Such measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations. Any restrictions on transferring funds abroad imposed by the government could undermine our ability to pay dividends on our ADSs in U.S. dollars. Furthermore, these measures may cause delays or impose restrictions on the ability to collect payments of capital and interest on bonds issued by us. The challenge will be to achieve acceptance by creditors, in accordance with the BCRA regulations mentioned above, especially when it has highly diversified and retail creditors.
Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations.
Since January 2002, the peso has fluctuated significantly in value and generally depreciated against the U.S. dollar, with adverse consequences to our business. A substantial increase in the value of the peso against the U.S. dollar could also present risks for the Argentine economy, since it may lead to a deterioration of the country’s current account balance and the balance of payments. Between 2011 and December 2015, the Government strengthened exchange controls in response to an increase of capital outflows as compared to inflows and to a drop in the commercial surplus. However, these controls were not able to prevent the decrease of the international reserves of the BCRA between 2012 and 2015. In the past, a decrease in the BCRA’s reserves resulted in Argentina being vulnerable to inflation and external shocks, affecting the country’s capacity to overcome the effects of an external crisis.
After several years of moderate fluctuations in the exchange rate, on December 17, 2015, Macri’s administration implemented certain measures, including the lifting of most of the foreign exchange controls. After these measures were taken, the value of the peso could freely fluctuate against the U.S. dollar.
Subsequently, in May 2018, the peso experienced a rapid devaluation against the main foreign currencies, particularly the U.S. dollar. As a result of the greater volatility of the peso, the Government announced several measures to restore market confidence and stabilize the value of the peso. In this regard, on December 31, 2018, the exchange rate of the U.S. dollar increased by 102.1%, from Ps.18.649 to Ps.37.7.
After the primary elections (elecciones primarias, abiertas, simultáneas y obligatorias) held in August 2019, the peso experienced again a rapid devaluation against the main foreign currencies, particularly the U.S. dollar. Since then, the Government has imposed several restrictions on the foreign exchange market. An unofficial U.S. dollar trading market has developed in which the peso/U.S. dollar exchange rate is significantly higher than the rate in the foreign exchange market.
As a consequence of the imposition of exchange controls, the spread between the official exchange rate and other secondary exchange rates implicitly resulting from certain common capital market transactions ("dólar MEP" or "contado con liquidación") has widened significantly, reaching a value of more than 100% in October 2020.
As of December 31, 2020, the total amount of principal and accrued but unpaid interest under our consolidated U.S. dollar-denominated indebtedness was U.S.$ 521 million.
We cannot predict the future exchange rate between peso and the U.S. dollar, or how any fluctuation may affect our operational costs denominated in U.S. dollars.
Further depreciation of the peso against the U.S. dollar would likely result in a material adverse effect on our business because of our exposure to financial debt in U.S. dollars. In addition, future devaluations could result in higher inflation, reduce real wages and adversely affect the Government’s ability to honor its foreign debt obligations. The depreciation of the Peso can also negatively impact businesses whose success is dependent on domestic market demand, and adversely affect the Government’s ability to honor its foreign debt obligations.
A substantial increase in the exchange rate of the Peso against foreign currencies of the Peso against the U.S. dollar also represents risks for the Argentine economy since it may lead to a deterioration of the country’s current account balance and the balance of payments which may have a negative effect on GDP growth and employment, and reduce the revenue of the Argentine public sector by reducing tax revenue in real terms, due to its current heavy dependence on export taxes.
A lack of a transparent and rigorous framework for awarding and managing public contracts in Argentina and corruption allegations have affected and continue to affect Argentina.
Argentina is ranked 78 out of 179 in Transparency International’s 2020 Corruption Perceptions Index and 126 of 190 in the World Bank’s Doing Business 2020 report. As of the date of this Annual Report, there are various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Argentine Federal Prosecutor, including one of the largest investigations known as the Notebooks Investigation (Los Cuadernos de las Coimas) (the “Notebooks Investigation”). Numerous former members of different agencies of Argentina as well as senior officers and owners of companies holding government contracts or concessions have confessed to committing allegedly prohibited acts or have faced or are currently facing allegations of corruption and money laundering as a result of the Notebooks Investigation. Certain former government officials have confessed or are alleged to have accepted bribes by means of kickbacks on contracts granted by the government to several infrastructure, energy and construction companies. In addition, these funds were unaccounted for or not publicly disclosed and were allegedly used to personally enrich certain individuals. Several senior politicians, including former members of the Argentine Congress, the former Vice President of Argentina and high-ranking executives and officers and owners of major companies in Argentina have been arrested on account of various charges relating to corruption, have entered into agreements with prosecutors (Acuerdos de Colaboración) to confess and/or provide sensitive information in exchange for a possible reduction of sentences upon conviction, and have resigned or been removed from their positions. The potential outcome of the Notebooks Investigation, as well as other ongoing corruption and money laundering investigations, is uncertain, but the Notebooks Investigation has already had an adverse impact on the image and reputation of those companies whose owners or officers have been implicated, and more generally on international investors’ perception of the Argentine economy, political environment, capital markets and the infrastructure sector in Argentina.
Recognizing that the failure to address these issues could increase the risk of political instability, distort decision making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, the Macri administration announced several measures aimed at strengthening Argentina’s institutions, enhancing the integrity of public officials and reducing corruption. These measures included the reduction of criminal sentences in exchange for cooperation with the government in corruption investigations, increased access to public information, the seizing of assets from corrupt officials, increasing the powers of the Anticorruption Office (Oficina Anticorrupción) and the passing of a new public ethics law, among others. The Government’s ability to implement these initiatives is uncertain.
There can be no assurance that the implementation of these measures by Argentina will be successful or even sufficient in strengthening Argentina’s institutions, enhancing the integrity of public officials, stopping institutional deterioration and preventing corruption. We cannot control or predict whether such investigations or allegations will lead to further political or economic instability or whether new allegations against government officials, members of the Argentine Congress, judges or owners or officers of other companies will arise, nor can we predict the outcome of any such allegations and their effect on the Argentine economy, which may be adverse.
Government intervention in the Argentine economy could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
In addition to the economic factors described above, our business and operations have been, are and could in the future be affected by actions taken by the Government through the implementation of new or amended laws and regulations, such as nationalizations, expropriations, forced divestiture of assets, amendments to or renegotiation or revocation of a license, restrictions on production, imports and exports, exchange and/or transfer restrictions, including those relating to dividend payments, direct and indirect price controls, tax increases, changes in the interpretation or application of tax laws and other retroactive tax claims or challenges, cancellation of contractual rights and delays or denials of governmental approvals.
There have been examples of government intervention in the economy, including through the implementation of expropriation and nationalization measures, price controls and exchange controls.
In 2008, the Government absorbed and replaced the former private pension system with a public “pay as you go” pension system. As a result, all resources administered by the private pension funds, including significant equity interests in a wide range of listed companies, were transferred to a separate fund (Fondo de Garantía de Sustentabilidad or “FGS”) to be managed by the Administración Nacional de la Seguridad Social (“ANSES”). ANSES is entitled to designate government representatives to the boards of directors of these companies. FGS currently holds 24.0% of our outstanding capital stock and has two representatives on our Board of Directors. On November 19, 2020, Law 27,574 was published in the Official Gazette, which regulates the role of the representatives of the FGS in those companies in which it has a stake, providing that the FGS will dictate the rules that are necessary in order to regulate their appointment, function, responsibility, performance and remuneration, which has been regulated by Decree No. 1041/2020 and ANSES Resolution No. 57/2021.
For additional information regarding rules and regulations that govern our relationship with FGS, see “Item 7. Major Shareholders and Related Party Transactions.”
In May 2012, the Argentine Congress passed Law No. 26,741, which declared hydrocarbons, production, industrialization, transport and marketing to be activities of public interest and primary goals of Argentina, and empowered the Government to take the necessary measures to achieve such goals. Law No. 26,741 expropriated 51% of the shares of YPF S.A. (“YPF”). Our business and operations in Argentina may also be adversely affected by measures adopted by the Government to address inflation and promote sustainable growth. For example, if we are not permitted to pass increases in the costs of our services and labor along to customers through the tariffs we charge due to the imposition of price controls, those costs could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. See “—Risks Relating to Our Business—Failure or delay in the implementation of tariff increases could have a material adverse effect on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. In addition, our inability to obtain tariff adjustments reflecting the increase in operating cost could harm the development of our Natural Gas Transportation business segment.”
More recently, due to the economic and political instability in Argentina, the Government took certain measures, for example, it issued Decree No. 566/2019, which affects fuel prices for a period of 90 days. Additionally, in June 2020, President Alberto Fernandez announced a project to intervene and expropriate the cereal exporting company Vicentin SAIC ("Vicentin") under which the national public administration would take control of, 51% of Vicentin, which is in creditor competition as a result of the company’s ARS 350 million debt with state-owned Banco Nacion. However, on June 19, 2020, the holder of the civil and commercial court, responsible for carrying out Vicentin’s call for creditors, decided to restore the company’s original board of directors in office for 60 days and to give the status of mere viewers to the interveners appointed by the administration of Alberto Fernandez.
In the past the Government has also adopted numerous measures to directly or indirectly control the access by private companies and individuals to foreign trade and foreign exchange markets, such as restricting free access to these markets and imposing the obligation to repatriate and sell within the local foreign exchange market all foreign currency revenues obtained from exports. These regulations have been recently reinstated, preventing or limiting us from offsetting the risk derived from our exposure to the U.S. dollar and the access to foreign exchange market.
Historically, actions of the Government concerning the economy, including decisions regarding interest rates, taxes, price controls, wage increases, increased benefits for workers, exchange controls and potential changes in the market of foreign currency, have had a substantial adverse effect on Argentina’s economic growth.
In 2012 and again in 2013, the Argentine Congress established new regulations providing for increased intervention in the capital markets by the Government. On May 9, 2018, the Macri administration approved an amendment to the Law of Productive Financing, including amendments to the Capital Markets Law of Argentina No. 26,831 (the “Capital Markets Law”), which, among other things, limited the scope of intervention by the CNV in public companies.
It is widely reported by private economists that expropriations, price controls, exchange controls and other direct involvement by the Argentine government in the economy have had an adverse impact on the level of investment in Argentina, the access of Argentine companies to international capital markets and Argentina’s commercial and diplomatic relations with other countries. If the level of government intervention in the economy continues or increases, the Argentine economy and, in turn, our business, results of operations and financial condition could be adversely affected.
As of the date of this Annual Report, we cannot predict the results of such measures or the impact of these measures on the hydrocarbons development in Argentina. We are also unable to predict whether the Government will take any additional measures that may negatively affect Argentina’s hydrocarbons market.
A low-growth and high-inflation rates scenario continues and is likely going forward, as a result of the accumulation of macroeconomic imbalances over recent years, the actions of the Government in regulatory matters and challenging conditions in the international economy. We can offer no assurance that policies implemented by the Government will not adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Argentina is an emerging market economy that is highly sensitive to local political developments that have had an adverse impact on the level of investment in Argentina and the access of Argentine companies to the international capital markets. Future developments may adversely affect Argentina’s economy and, in turn, our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
We cannot provide any assurance that we will be able to access foreign exchange markets or that these measures will not cause fluctuations in the value of the peso. The setting of certain exchange controls and other future economic, social and political developments in Argentina, over which we have no control, may adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations. For additional information on developments relating to exchange controls, see “Item 10. Additional Information—D. Exchange Controls.”
The Argentine economy may be adversely affected by economic developments in other markets and by more general effects, which could have a material adverse effect on Argentina’s economic growth.
Argentina’s economy is vulnerable to external shocks that could be caused by adverse developments affecting its principal trading partners and emerging markets. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, the European Union, China and the United States) as a result of the COVID pandemic is having a material adverse impact on Argentina’s trade balance and, therefore, adversely affect Argentina’s economic growth. Economic slowdowns have led to declines in Argentine exports in the last few years. Specifically, fluctuations in the price of the commodities sold by Argentina and a significant revaluation of the peso against the U.S. dollar could harm Argentina’s competitiveness and affect its exports.
The economy in Brazil, one of the main import and export markets for Argentina, has experienced rising negative pressure because of political uncertainty and the effects of the COVID, putting pressure on the products that Argentina exports to that country and its competitiveness. Argentine foreign trade is highly dependent on the Brazilian economy; thus, a poor performance of Brazil’s economy could lead to the deterioration of Argentina’s trade balance. Additional Brazilian political and economic crises could negatively affect the Argentine economy.
Financial and securities markets in Argentina are also influenced by economic and market conditions in other markets worldwide. U.S. monetary policy has significant effects on capital inflows and asset price movements in emerging market economies. Increases in U.S. interest rates result in the appreciation of the U.S. dollar and decreases in prices for raw materials, which can adversely affect commodity-dependent emerging economies.
Additionally, a slowing of China’s GDP growth has led to a reduction in exports to this Asian country, which in turn has caused oversupply and price declines in certain commodities. Decreases in exports have a material adverse effect on Argentina’s public finances due to the loss of taxes on exports, causing an imbalance in the country’s exchange market.
On January 31, 2020, the United Kingdom left the European Union on the terms of the withdrawal agreement concluded between the United Kingdom and the EU Council. The withdrawal agreement allowed for a transition period during which the United Kingdom’s trading relationship with the European Union remained largely unchanged. This transition period ended on December 31, 2020. The European Parliament must still approve the EU-UK Trade and Cooperation Agreement while the European Council has already approved the provisional application of the agreement. As of the date of this Annual Report, uncertainty remains over the United Kingdom’s future relationship with the European Union. The continued uncertainty over the Brexit process has caused, and is anticipated to continue to cause, volatility in the financial markets, which may in turn have a material adverse effect on our business, financial condition and results of operations.
At the end of 2015, the U.S. Federal Reserve began increasing its reference interest rate following more than five years of an interest rate close to zero, moving away from its post-2008 crisis stimulus campaign. This trend was reversed as a result of the COVID pandemic. The U.S. Federal Reserve target reference rate is currently between 0% and 0.25%.
In addition, recent presidential elections in the United States have created uncertainty regarding United States policies related to energy, trade, tariffs, immigration and foreign affairs. This uncertainty has generated instability and adversely affected Argentina’s economy. Any changes in United States trade policy could trigger retaliatory actions by affected countries and trading blocs, including China and the European Union, resulting in “trade wars,” increased costs for goods exported to the United States and additional volatility and instability globally.
Although economic conditions vary from country to country, investors’ perceptions of events occurring in other countries have in the past substantially affected, and may continue to substantially affect, capital flows into and investments in securities from issuers in other countries, including Argentina. International investors’ reactions to events occurring in one market sometimes demonstrate a “contagion” effect, in which an entire region or class of investment is disfavored by international investors. Argentina could be adversely affected by negative economic or financial developments in other countries, which in turn may have an adverse effect on our financial condition and results of operations.
In addition, the financial markets have also been affected by the March 2020 oil production crisis resulting from OPEC's failure to reduce production. Any of these factors could depress economic activity and restrict our access to suppliers and could have a material adverse effect on our business, financial condition and results of operations.
Certain economic policies of the former government administration in Argentina, including foreign exchange restrictions, led in the past to a reduction in exports and foreign direct investments, to a decline in national tax revenues and to an inability to access international capital markets. There can be no assurance that the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by the government in the future or by events in the economies of developed countries or in other emerging markets. A slowdown in economic activity in Argentina would adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Argentina’s past default and litigation with holdout bondholders may limit our ability to access international markets.
Argentina’s history of defaults on its external debt and the protracted litigation with holdout creditors, summarized below, may reoccur in the future and prevent Argentine companies such as us from accessing the international capital markets readily or may result in higher costs and more onerous terms for such financing, and may therefore negatively affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Following the default on its external debt in 2001, Argentina sought to restructure its outstanding debt by offering holders of the defaulted bonds two opportunities to exchange them for newly issued debt securities, in 2005 and again in 2010. Holders of approximately 93% of Argentina’s defaulted debt participated in the exchanges. Nonetheless, a number of bondholders held out from the exchange offers and pursued legal actions against Argentina in the courts of the United States and several other countries.
After almost 15 years of litigation, and following the beginning of Mr. Macri’s administration, in February 2016, Argentina negotiated and reached settlement agreements with almost all of its holdout creditors. As required by the settlement, on March 31, 2016, the Argentine Congress voted to repeal Law No. 26,017 (known as Ley Cerrojo) and Law No. 26,984 (known as Ley de Pago Soberano), which prohibited Argentina from offering to the holdouts better conditions than those offered in the debt swaps of 2005 and 2010. On April 13, 2016, Argentina announced that it would proceed with a new bond offering of up to U.S.$12.5 billion to repay the holdouts. After issuing U.S.$16.5 billion of new bonds to international investors, on April 22, 2016, Argentina notified the competent U.S. court that it had made full payment under the settlement agreements with the holdout creditors. Although the size of the claims involved has decreased significantly, litigation initiated by bondholders that have not accepted Argentina’s settlement offer continues in several jurisdictions.
However, even though Argentina has successfully accessed the international capital markets since the settlement, there continues to be a risk that the country will not attract the foreign direct investment and financing needed to restart the investment cycle and achieve sustainable rates of economic growth. If that occurs, Argentina’s fiscal condition could be adversely affected, which could lead to more inflation and undermine the government’s ability to implement economic policies designed to promote growth. The difficulty of sustaining economic growth over time with reasonable price stability could result in a renewed episode of economic instability.
In addition, the foreign shareholders of several Argentine companies (including us), together with public utilities and certain bondholders that did not participate in the exchange offers described above, filed claims with the International Centre for Settlement of Investment Disputes (“ICSID”), alleging that the emergency measures adopted by the Government in 2002 did not meet the just and equal treatment requirements of several bilateral investment treaties to which Argentina is a party. Several of these claims have been resolved against Argentina. Claimants have also filed claims before arbitral tribunals under the rules of the United Nations Commission on International Trade Law (UNCITRAL) and under the rules of the International Chamber of Commerce. Several awards have been issued against Argentina and several cases are still ongoing.
As of December 31, 2020, Argentina’s public debt amounted to U.S.$ 335 billion. The Solidarity Law, among other things, delegates to the Executive Branch legislative powers to create conditions to ensure the sustainability of public debt. On February 12, 2020, the Argentine Congress enacted the Law No. 27,544 for the Restoration of the Sustainability of the Public Debt issued under Foreign Law, which granted the Ministry of Economy the power to restructure the Government external public debt.
On February 13, 2020, U.S.$1.6 billion of dual currency bonds issued by Argentina’s government matured. During February 2020, the Government launched an offer to exchange the dual currency bonds with new peso-denominated bonds due in 2021, but only about 10% of the aggregate principal amount of the dual currency bonds was tendered. Following the failure of the exchange offer, the Government sought to sell another peso-denominated bond, but ultimately terminated that plan. The Government then issued Decree No. 141/2020, pursuant to which it postponed the payment of principal and suspended the accrual of interest under the dual currency bonds until September 30, 2020.
On March 10, 2020, Decree No. 250/2020 was issued. It confirms the proposal of the Government to restructure approximately U.S.$69 billion of public debt. Issued on April 6, 2020, Decree No. 349/2020 postpones until December 31, 2020 principal and interest payments of certain Argentine public local debt. Finally, on April 17, 2020, the Government made a proposal for debt restructuring to foreign bondholders.
On April 21, 2020, the Argentine government launched an exchange offer with the aim of refinancing its external indebtedness in a manner which does not compromise the development and potential growth of Argentina over the next years. On August 17, 2020, the Argentine government submitted its modified bond restructuring offer to the SEC. On August 31, 2020, the Argentine government announced the results of its bond restructuring offer, announcing that holders owning 93.5% in principal amount of bonds outstanding and that this participation percentage was subsequently increased to 99% by virtue of the application of collective action clauses of the restructured bonds.
Moreover, difficulties in accessing Argentina’s international credit may have an impact on our company as the Argentine government postponed the maturity dates of its bonds, and cut interest rates.
Also, ongoing situations, such as the claims before the ICSID, and the economic policy measures adopted by the Government, or any future default of Argentina regarding its financial obligations may harm Argentine companies’ ability to obtain financing. Financial conditions of such access could be disadvantageous to Argentine companies and, therefore, may adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
A sustained deterioration in the terms of trade given a decline in the global prices for Argentina’s main commodity exports or an increase in the global prices for Argentina’s main commodity imports, as well as adverse weather conditions affecting the production of Argentina’s main commodity exports, could have an adverse effect on Argentina’s economic growth.
High commodity prices have contributed significantly to an increase in Argentine exports, which has in turn led to an increase in government revenues received from export taxes. However, the reliance on the export of certain commodities, such as soybeans, has made the Argentine economy vulnerable to fluctuations in commodity prices, and, consequently, the Argentine economy could be adversely affected if trading conditions decline.
In addition, adverse weather conditions, such as floods or droughts, could affect the production of the main agricultural commodities produced by Argentina, which account for a significant portion of its export revenues. Moreover, higher oil prices could lead to an increase in government expenditures. The drought experienced during the summer months of 2018 dramatically reduced the yield from Argentina’s soybean crop. Most recently, after the outbreak of the COVID and the slowdown in the demand for and supply of products around the globe, stock markets and the prices of the main commodities have declined dramatically.
Besides, in March 2020, after a failure to reach an agreement between the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia to stabilize the oil market, Saudi Arabia decided to increase its oil production. This decision, at a time when oil demand is falling due to the impact of COVID in the global trading and economy, has triggered the most important decline in the oil price since 1991, of around 30%. This fall in the international prices of oil and its derivatives has added to the fragile macroeconomic situation in Argentina, generating uncertainty regarding the production and development of natural gas in the country, especially in the Vaca Muerta area. In December 2020, OPEC and its oil-producing allies agreed to increase production by 500,000 barrels per day beginning in January. This will bring the total production cuts at the start of 2021 to 7.2 million bpd. The group exerts considerable influence over world energy markets. In recent months, OPEC+ has sought to navigate its way through a historically tumultuous period, including an unparalleled collapse in oil prices, a massive fuel demand shock amid the COVID crisis, a Saudi-Russia price war and Qatar’s departure from OPEC. There can be no assurances about the impact of this agreement or about measures that the Government may take in response to key macroeconomic variables, particularly on the energy sector.
Decisions relating to international oil prices could have a negative impact on Argentina’s economy as, to achieve a fiscal surplus, the country should develop new production projects, such as Vaca Muerta formation, increase its revenues and maintain its ability to service its sovereign debt. Either of these results would adversely impact Argentina’s economic growth and, therefore, our financial condition and results of operations.
Further downgrades in the credit rating or rating outlook of Argentina could impact the rating of our securities or adversely affect the market price of our securities.
In August 2018, Moody’s revised its outlook of Argentina’s long-term and short-term sovereign credit rating to Caa2, primarily as a result of the sharply weaker economic activity and uncertain prospects for multiyear fiscal consolidation and market financing availability as IMF funds are used up, posing risks to sovereign debt sustainability. In addition, on August 29, 2019, S&P downgraded Argentina’s long-term and short-term sovereign credit ratings from “B” to “SD,” primarily as a result of an erosion of the Argentine debt profile, the economic growth trajectory and the dynamics of inflation, against the backdrop of the implementation of a challenging economic adjustment program. Fitch, Moody’s and S&P increased Argentina’s credit rating in September 2020 following the successful refinancing of Argentina’s external bonds. However, there can be no assurance that Argentina’s credit rating or rating outlook will not be downgraded in the future, which could have an adverse effect on the rating of our securities or adversely affect the market price of our securities.
The Argentine government may mandate salary increases for private sector employees, which would increase our operating costs.
In the past, the Government has passed laws, regulations and decrees requiring companies in the private sector to maintain minimum wage levels and provide specified benefits to employees. Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to high levels of inflation, employees and labor organizations regularly demand significant wage increases.
Through Decree No. 610/2019 a staggered increase of the minimum salary was approved as follows: (i) Ps.14,125 as of August 1, 2019; (ii) Ps.15,625 as of September 1, 2019; and (iii) Ps.16,875 as of October 1, 2019. In addition, the Argentine government has arranged various measures to mitigate the impact of inflation and exchange rate fluctuation in wages. In December 2019, Decree 34, doubled legally-mandated severance pay for termination of employment. The Government went a step further amid the COVID pandemic, and issued Decree No. 329/2020, restricting the ability to terminate employment with or without cause for 60 business days, prorogued it for 60 additional business days by Decree No. 624/2020. Also, in January 2020, the Argentine government issued Decree No. 14/2020 which established a general increase for all employees of Ps.3,000 in January 2020, and an additional amount of Ps.1,000 in February 2020 (total Ps.4,000 effective as of February 2020).
Risks Relating to Our Business
Failure or delay in the implementation of tariff increases could have a material adverse effect on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. In addition, our inability to obtain tariff adjustments reflecting the increase in operating cost could harm the development of our Natural Gas Transportation business segment.
All of our net revenues from the Natural Gas Transportation public service (which represented 42% of total net revenues during 2020) are attributable to contracts, which are subject to Government regulation. Prior to the enactment of the Public Emergency and Foreign Exchange System Reform Law No. 25,561 (the “Public Emergency Law”), our tariffs were stated in U.S. dollars, adjusted on a semiannual basis by reference to the U.S. Producer Price Index (“PPI”), and further adjusted every five years, based on the efficiency of, and investments in, our gas transportation business. The Public Emergency Law, however, eliminated tariff indexation, and public service tariffs were converted into pesos and fixed at an exchange rate of Ps.1.00 per U.S.$1.00, even though the peso was devaluating significantly against the U.S. dollar.
Sustained inflation in Argentina since 2002, without any corresponding increase in our natural gas transportation tariffs until recently, has adversely affected, and continued inflation would continue to adversely affect, our Natural Gas Transportation revenues, net revenues and financial condition.
In addition, since 2002, the peso has fluctuated in value and generally depreciated against the U.S. dollar, adversely affecting our results and financial position. In particular, because all of our debt is denominated in U.S. dollars, significant devaluations of the peso may adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
On March 30, 2017, ENARGAS issued Resolution No. 4362/2017 (“Resolution 4362”), which approved a staged tariff increase which contemplates an aggregate transportation tariff increase of 214.2% and an aggregate access and use charge (“CAU”) increase of 37%. This staged increase is structured to provide the same economic benefits to us as if the increases had been fully effective on April 1, 2017. Pursuant to this resolution, we must also execute a capital expenditures program for a five-year period (from April 1, 2017, to March 31, 2022), which contemplates investments of Ps.6,786 million (in nominal value at December 31, 2016, adjustable by the WPI) to improve the operation and maintenance of the pipeline system (the “Five-Year Plan”).
On March 27, 2018, through Decree No. 250/2018 (“Decree 250”), the Executive Branch ratified the tariff structure under Resolution 4362, following the approval of several governmental authorities, including the Argentine Congress. Decree 250 concludes the renegotiation process of our License with the Government which lasted more than 17 years.
In addition, Resolution 4362 contemplates a non-automatic semiannual adjustment mechanism for the natural gas transportation tariff to reflect changes in WPI, which must be approved by ENARGAS evaluating the evolution of the economic circumstances. On April 1, 2019, ENARGAS analyzed the evolution of the WPI adjustment index for the period August 2018–February 2019 in order to establish the biannual adjustments applicable to our tariffs.
As a consequence of Argentina’s economic condition, and together with other measures taken by the Government, on September 3, 2019, the Secretary of Hydrocarbon Resources (“SHR”) (formerly the Federal Energy Bureau) issued Resolution No. 521/2019 (“Resolution 521”), which defers the semiannual adjustment corresponding to October 1, 2019, to January 1, 2020. During 2019 and 2020, according to the RTI, we were entitled to receive two tariff increases, each year, in order to compensate us for inflation, which affects our operating costs. We have only received a tariff increase in April 2019.
The tariff increases mentioned above were not granted to us within the framework of the Solidarity Law and the subsequent decrees issued by the Executive Branch that determined the freezing of our tariff schedule and the beginning of a new RTI process. In this context, and within the framework of Decree No. 1020, the Executive Branch started the renegotiation of the RTI (concluded in 2018), which may not exceed 2 years. Until then, the renegotiation agreements in force are suspended. Such renegotiation remains in the power of ENARGAS and subject to confirmation by the Executive Branch.
In addition, Decree 1,020 extends the tariff freeze for an additional period of 90 calendar days or until transitory tariffs are approved. On March 16, 2021, a public hearing was held to discuss the transitory tariff increases. As of the date of issuance of this Annual Report we do not receive any transitory tariff increase.
See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework” below for more information.
In the past, we have suffered from our inability to receive tariff increases, which meant the deterioration of our financial and economic condition. Also, we have received insufficient tariff increases to compensate for the increases in our operating costs due to inflation. Our inability to bill these increases, as stipulated in our License, in a timely manner, and to obtain future tariff adjustments in line with the increase in our costs could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Further, we cannot assure you that the current negotiations with the Government under the framework of the Solidarity Law will provide us with a tariff schedule that permits us to compensate the increases in our operating costs. Failure by the Government to timely comply with agreements resulting from the RTI process could negatively affect our results of operations and financial condition.
Moreover, as of the date of this Annual Report, we are unable to predict which measures will be taken by the Fernández administration in connection with the tariff system, or if such system will be amended, adversely affecting our financial situation and our results of operations.
Further, we cannot assure you that the current negotiations with the Government under the framework of the Solidarity Law will provide us with a tariff schedule that permits us to compensate the increases in our operating costs. Failure by the Government to timely comply with agreements resulting from the RTI process could negatively affect our results of operations and financial condition.
We cannot predict whether additional operating restrictions or mandatory investments could be imposed on us in the future nor the outcome from the renegotiation process of the current RTI stated by the Solidarity Law. If such outcome is adverse to us, our results of operations and financial condition could be negatively affected.
Our operations are subject to extensive regulation.
The Argentine oil and gas industry is subject to extensive government regulation and control. As a result, our business is to a large extent dependent upon regulatory and political conditions prevailing in Argentina and our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations may be adversely affected by regulatory and political changes in Argentina. Therefore, we face risks and challenges relating to government regulation and control of the energy sector, including those set forth below and elsewhere in these risk factors:
limitations on our ability to increase prices or to reflect the effects of higher domestic taxes, increases in operating costs or increases in international prices of natural gas and other hydrocarbon fuels and exchange rate fluctuations on our domestic prices;
risks in connection with the former and current incentive programs established by the Government for the oil and gas industry, such as the natural gas additional injection stimulus program and cash collection of balances with the Government;
legislation and regulatory initiatives relating to hydraulic stimulation and other drilling activities for non-conventional oil and gas hydrocarbons, which could increase our cost of doing business or cause delays and adversely affect our operations; and
the implementation or imposition of stricter quality requirements for hydrocarbon products in Argentina.
In recent years, the Government has made certain changes in regulations and policies governing the energy sector to give absolute priority to domestic supply at stable prices in order to sustain economic recovery. As a result of the above-mentioned changes, for example, on days during which a gas shortage occurs, exports of natural gas (which are also affected by other government curtailment orders) and the provision of gas supplies to industries, electricity generation plants and service stations selling compressed natural gas are interrupted for priority to be given to residential consumers at lower prices. The Expropriation Law of Argentina has declared the achievement of self-sufficiency in the supply of hydrocarbons, as well as in the exploitation, industrialization, transportation and sale of hydrocarbons, a national public interest and a priority for Argentina. In addition, its stated goal is to guarantee socially equitable economic development, the creation of jobs, the increase of the competitiveness of various economic sectors and the equitable and sustainable growth of the Argentine provinces and regions. Moreover, we cannot assure you that changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Failure to maintain our relationships with labor unions may have an adverse effect on our business, financial condition, results of operations and prospects.
A significant portion of our workforce is represented by labor unions, and the majority of our non-unionized employees have the same employment benefits as unionized employees. While we believe we have enjoyed satisfactory relationships with all of the labor organizations that represent our associates, and we believe our relationships with labor organizations will continue to be satisfactory, labor-related disputes may still arise. In particular, labor lawsuits are common in the energy sector in Argentina, and industry-wide organized actions by unionized employees in the industry, such as blockages in the access to facilities and route cuts have occurred in the past. We have suffered interruptions as a result of our employees joining such organized activities. We cannot assure you that future business interruptions resulting from strikes and other organized activities by our employees would not have a significant adverse effect on our business, financial condition, results of operations and prospects.
The collective bargaining agreements with our unions are valid for one year. Currently, we have a collective bargaining agreement in effect for the period from April 2021 to March 2022.
However, we cannot assure you that we will not suffer business interruptions or strikes in the future as a result of collective actions by our employees. We have insurance that covers terrorism and organized actions against our assets, among other items, for a total insured amount of U.S.$50,000,000 with a deductible per event of U.S.$500,000, but we cannot assure you that our insurance coverage will be sufficient to cover damages and losses caused by the organized actions of our employees.
In addition, in the past, the Government has enacted laws and regulations forcing private companies to maintain certain wage levels and to provide additional benefits to their employees. We cannot assure you that in the future the Government will not increase wages or require additional benefits for workers or employees or that unions will not pressure the Government to demand such measures. All wage increases, as well as any additional benefits, could result in increased costs and adversely affect our results of operations.
Our regulated business is dependent on our ability to maintain our License, which is subject to revocation under some circumstances.
We conduct our Natural Gas Transportation business pursuant to the License, which authorizes us to provide natural gas transportation services through the exclusive use of the southern natural gas transportation system in Argentina. Our License may be revoked in certain circumstances based on the recommendation of ENARGAS. Revocation of our license would require an administrative proceeding, which would be subject to judicial review. Reasons for which our License may be revoked include:
repeated failure to comply with the obligations of our License and failure to remedy a significant breach of an obligation in accordance with specified procedures;
total or partial interruption of service for reasons attributable to us that affects transportation capacity during the periods stipulated in our License;
sale, assignment or transfer of our essential assets or the placing of encumbrances thereon without ENARGAS’ prior authorization, unless such encumbrances serve to finance extensions and improvements to the gas pipeline system;
our bankruptcy, dissolution or liquidation;
cessation and abandonment of the provision of the licensed service, an attempt to assign or unilaterally transfer our License in full or in part without the prior authorization of ENARGAS, or relinquishing our License, other than in the cases permitted therein; and
delegation of the functions granted in such contract without the prior authorization of ENARGAS, or the termination of such agreement without regulatory approval of a new contract.
If our License were revoked, we would be required to cease providing natural gas transportation services. The impact of a loss of our License on our business, financial condition and results of operations would be material and adverse. Additionally, certain changes to the License could result in a default under our outstanding debt instruments.
Our creditors may not be able to enforce their claims against us in Argentina.
We are a stock corporation with limited liability (sociedad anónima), incorporated and organized under the laws of Argentina. Substantially all of our assets are located in Argentina.
Under Argentine law, foreign judgments may be enforced by Argentine courts; provided that the requirements of Articles 517 through 519 of the Federal Code of Civil and Commercial Procedure are met. Foreign judgments cannot violate principles of public policy (orden público) of Argentine law, as determined by Argentine courts. It is possible that an Argentine court would deem the enforcement of foreign judgments ordering us to make a payment in a foreign currency outside of Argentina to be contrary to Argentine public policy if at that time there are legal restrictions prohibiting Argentine debtors from transferring foreign currency outside of Argentina. Although currently there are no legal restrictions prohibiting Argentine debtors from transferring foreign currency outside of Argentina to satisfy principal or interest payments on outstanding debt that has been previously reported to the BCRA, we cannot assure you that the Government or an Argentine court will not impose such restrictions in the future.
In addition, under Argentine law, attachment prior to execution and attachment in aid of execution will not be ordered by an Argentine court with respect to property located in Argentina and determined by such courts to be utilized for the provision of essential public services. A significant portion of our assets may be considered by Argentine courts to be dedicated to the provision of an essential public service. If an Argentine court were to make such a determination with respect to any of our assets, unless the Government ordered the release of such assets, such assets would not be subject to attachment, execution or other legal process as long as such determination stands, and the ability of any of our creditors to realize a judgment against such assets may be adversely affected.
The Government’s strategies, measures and programs with respect to the natural gas transportation industry could materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Since 1992 and after the privatization of several state companies, until the economic crisis in 2002, the Government reduced its control over the natural gas transportation industry. After the economic crisis in 2002 the Government increased its role in the energy sector implementing strict regulations and increasing its intervention. Intervention primarily included the expansion of our pipeline through the creation of trust funds and the interruption and redirection of natural gas firm transportation services (including the diversification of natural gas supply from our liquids processing plant located at General Cerri Complex, in the Province of Buenos Aires (“Cerri Complex”)).
In the past, natural gas distribution companies, including us, were prohibited from passing through price increases to consumers. Producers of natural gas, therefore, had difficulty implementing wellhead natural gas price adjustments that would increase the costs of distribution companies, which caused such producers to suffer a sharp decline in their rate of return on investment activities. As a result, natural gas production was not sufficient to meet the increasing demand. Likewise, until 2016, the lack of tariff adjustments for natural gas transportation companies caused a decrease in the profitability of such companies.
In light of these events, the Government implemented a number of strategies, measures and programs aimed at mitigating the energy crisis and supporting the recovery of the Argentine economy generally. With respect to the natural gas industry, these strategies, measures and programs included, among others, the expansion of our pipeline through the creation of financial trust funds used as vehicles to facilitate financing of those investments (“Gas Trusts”). For more information on the pipeline expansions, please see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions.” Although the expansion projects described above have not adversely affected our results of operations or financial condition, we cannot assure you that future, or even present, expansion projects will not have such adverse effects.
In the context of the outbreak of COVID, and in order to address the health and economic consequences generated by the pandemic, the Government issued the Decree No. 311/2020, which established that, among other companies, the natural gas distribution companies may not suspend or cut off the respective services to certain users, in case of default or non-payment of up to three consecutive or alternate invoices, with due dates from March 1, 2020, including users with current cut-off notices. This measure, together with the isolation measures imposed, implied certain delays in the receipt of collections related to the natural gas transportation business segment billings which, although it has improved recently, it cannot be guaranteed that this situation will continue in time.
As for natural gas production, in 2020 there was a 8.6% year-on-year drop, due to the limiting effects of the preventive and mandatory social isolation on the activity, combined with a higher autumn temperature. In this context, the Government established the 2020-2024 natural gas scheme through Decree No. 892/2020 signed on November 13, 2020 (the "Plan Gas.Ar "), which, after the first adjudication, determined an increase in the cost of natural gas at the point of entry (“PIST”) to the transportation system for thermal generation and for gas distributors. Further, in 2020 the production and the price of natural gas at wellhead in the Neuquina basin maintained the trend described at the national level. These decreases, together with the macroeconomic situation in Argentina, continue to generate uncertainty regarding the production and development of natural gas in the Vaca Muerta area.
We cannot predict what other measures will be adopted by the Government to combat the COVID pandemic, nor the effect that such measures may have on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Government-mandated interruption of contracted firm transportation services.
In 2004, the Executive Branch issued Presidential Decree No. 181/04, directing the Federal Energy Bureau to have a system of priority pursuant to the demand of natural gas customers, regardless of whether those customers have contracted under a firm transportation contract or a firm natural gas supply contract. Pursuant to ENARGAS Resolution No. 1,410/2010, due to the lack of sufficient natural gas provision, natural gas transportation service (including to those with firm transportation contracts) may be interrupted and/or relocated in order to service priority demand customers.
On June 1, 2016, the former Ministry of Energy issued Resolution No. 89/2016, which required ENARGAS to develop a procedure to amend and supplement ENARGAS Resolution No. 1,410/2010 and establish daily operating conditions for the transportation and distribution systems. It also established a methodology to satisfy the demand for natural gas of those customers classified as “high-priority.”
On June 5, 2016, ENARGAS issued Resolution No. I/3833/2016, creating the “Supplementary Procedure for Gas Requests, Confirmations and Control.” According to this resolution, if any gas transportation and distribution company finds that the transportation capacity is not sufficient to supply priority demand customers, such company shall summon an emergency committee composed of company and ENARGAS representatives. This emergency committee shall determine adjustments to be made to the daily natural gas deliveries in order to address such shortage, considering the availability of natural gas and the demands of residential consumers and power plants.
On June 26, 2018, ENARGAS issued Resolution No. 124/2018, which replaced Resolution No. 716/1998 and incorporated content from the repealed Resolution No. 1,410/2010 and Resolution No. 3,833/2016. Additionally, this resolution established the Internal Rules of Dispatch Centers (Reglamento Interno de los Centros de Despacho).
Although neither our results of operations nor our financial condition have been materially adversely affected by transportation service interruptions in recent years, we cannot assure you that similar interruptions will not materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations. As of the date of this Annual Report there are some unresolved disputes with one of our clients (Profertil S.A.), in respect of service interruptions between 2007 and 2013. In that action, through Resolution No. 306/2009, ENARGAS ruled in our favor, finding that there was a shortage in the supply of natural gas. However, we cannot assure you that future interruptions of supply to our firm natural gas transportation clients will not lead to further legal action, which could have a significant adverse effect on our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Additionally, we cannot predict whether new measures requiring the interruption or relocation of the natural gas transportation service will be taken. If such measures are implemented, we could be subject to legal actions initiated by those affected by such measures.
A significant portion of our revenues is generated under natural gas transportation contracts that must be renegotiated and/or extended periodically.
In 2020, 81% of our average daily natural gas deliveries were made under long-term firm transportation contracts. As of December 31, 2020, our long-term firm natural gas transportation contracts had a remaining weighted average life of approximately 11 years; our long-term firm natural gas transportation contracts with our top five costumers had a remaining weighted average life of approximately eight years. We cannot assure you that we will be able to extend or replace these contracts when they expire or that the terms of any renegotiated contracts will be as favorable as the existing contracts. In particular, our ability to extend and/or replace contracts could be adversely affected by factors we cannot control, including:
Argentine natural gas transportation regulations;
international oil and gas prices;
timing, volume and location of new market demand;
competition from alternative energy sources;
supply and price of natural gas in Argentina;
demand for natural gas in the markets we serve; and
availability and competitiveness of alternative gas transportation infrastructure in the markets we serve.
Additionally, most of our transportation contracts include a clause allowing for the termination of the relevant contract before the expiration of its term by any of the parties, in case of (i) breach of the other party, or (ii) an extended event of force majeure.
We commercialize ethane through a long-term agreement recently concluded with PBB for a ten-year period. We have short-term contracts with international traders for LPG and natural gasoline sales.
If we are unable to renew, extend and/or replace these contracts, if we renew them on less favorable terms or if any such contract is terminated before the expiration of its term, our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations may be negatively affected.
Our business may require substantial capital expenditures for ongoing maintenance requirements and the expansion of our installed transportation capacity; we could be unable to make such expenditures due to the lack of financing.
Resolution 4362 states that we must execute the Five-Year Plan involving capital expenditures of Ps.6,786 million (in nominal value at December 31, 2016, adjustable by WPI) for the period from April 2017 to March 2022.
As part of the measures adopted to reduce the impact of COVID and in order to adapt our business plan to the economic expectations of Argentina, we have implemented a reduction in the current investment plans, without affecting those security measures, which allows us to guarantee continuity in the development of our activities.
The natural gas transportation service is an activity involving significant amounts of capital expenditures in order to improve the operation and maintenance of the pipeline system. Incremental capital expenditures may be required to fund maintenance of our pipeline system. Furthermore, capital expenditures will be required to finance current and future expansions of our transportation capacity. If we are unable to finance any such capital expenditures in terms satisfactory to us or at all, our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations may be adversely affected. In addition, our financing ability may be limited by market restrictions on financing availability for Argentine companies. See “—Argentina’s past default and litigation with holdout bondholders may limit our ability to access international markets.”
In the past, expansion projects by the Government have not had adverse effects over our results of operations and financial condition. However, we cannot assure you that future expansion projects will not adversely affect our business.
Our Liquids production depends on the natural gas that arrives at the Cerri Complex through three main pipelines from the Neuquina, Austral and San Jorge natural gas basins. The flow and heating value of this natural gas are subject to risks that could materially adversely affect our Liquids and midstream business segment.
Argentina relies heavily on natural gas. However, its natural gas reserves are declining. Despite the decline in 2015 and 2016, the volume of natural gas that has been produced from the Neuquina basin has increased. Although production volume increased in recent years, it had previously decreased between 2009 and 2013 and it is possible that natural gas production will again decrease in the future, which would adversely affect our Liquids business segment by reducing the amount of natural gas flowing to the Cerri Complex and, therefore, the amount of Liquids we produce. In addition, the reduction in the production of natural gas could affect the flow of natural gas provided for our midstream services.
In 2020, 61% of the natural gas transported by our system originated in the Neuquina basin with the remainder primarily from the Austral basin. Since 2009, the quality and volume of natural gas injected from the Neuquina basin has been lower (as a consequence of the reduction of natural gas production in this basin) and not appropriate for processing in the Cerri Complex, negatively impacting our level of output from this facility. As a consequence of this lower output of natural gas from the Neuquina basin, we have had to buy natural gas at higher prices, causing an increase in the cost of Liquids production and commercialization activities for our own account reducing our profit from these activities. In addition, competition might affect the volume and quality (i.e., gas with lower liquids content) of natural gas arriving at the Cerri Complex.
In 2009, nonconventional natural gas was discovered in the Vaca Muerta field of the Neuquina basin by YPF. Exploration and exploitation of this natural gas reserve involved high extraction costs. Argentina’s national natural gas production has steadily increased in the past three years, largely due to the increased production of shale from the Vaca Muerta formation. Because of the measures taken by the Government to ensure production levels throughout the country, during 2016 and 2015, natural gas production increased approximately 4.9% and 3.4%, respectively. However, in 2017 natural gas production slightly declined by 0.9% primarily as a result of the termination of certain incentive programs implemented. In 2018 natural gas production increased by 5.3% with respect to 2017, and on December 31, 2019 it reached its peak production compared to the last 10 years.
During 2020, Argentina's natural gas production decreased (8.6%), interrupting the series of increases recorded during the last few years. This decline was due to the limiting effects of the preventive and mandatory social isolation on the activity, combined with a higher autumn temperature.
More recently, and as a consequence of the force measures carried out in the province of Neuquén that prevent the normal operation in the fields of the area, there are delays in the operation and drilling of wells by the main natural gas producers of Vaca Muerta and the province, which could imply a delay and a shortage of natural gas that such companies had committed to provide within the framework of the Plan Gas.Ar. This situation could mean that in the winter months when there is an increase in the demand for natural gas by those priority sectors, the flow of natural gas to the Cerri Complex could be affected.
However, after the freezing of fuel prices and the current economic situation that Argentina is experiencing, there is uncertainty regarding the investments that natural gas producers can make in that area. The Plan Gas.Ar establishes the need to guarantee the supply of natural gas demand while establishing incentives to make immediate investments for the maintenance and/or growth of production in the productive basins, where the natural gas producers must commit themselves to achieve a production curve that guarantees the maintenance and/or increase of the current levels.
We cannot assure you, however, that this new natural gas resource at the Neuquina basin, or the Plan Gas.AR, or any other measures taken by the Government to increase natural gas production and supply, will be successful in increasing Argentine natural gas reserves or production and, if unsuccessful, our midstream or Liquids Production and Commercialization businesses could be adversely affected.
Measures taken by the Government may have an adverse effect on the supply of natural gas to the Cerri Complex and the margins we are able to obtain from our Liquids business, which may adversely affect the results in our Liquids Production and Commercialization segment and, as a result, our overall business and results of operations.
Due to regulatory, economic and government policy factors, our domestic gasoline, diesel, natural gas and other fuel prices and related services have differed substantially from prevailing international and regional market prices for such products and services. Our ability to increase prices in connection with international price or domestic cost increases, including those resulting from the peso devaluation, has been limited from time to time. The prices that we are able to obtain for our products and services affect the viability of investments in expansion capacity and processing facilities and, as a result, the timing and amount of our capital expenditures for such purposes.
Although our Liquids production and commercialization activities are not subject to regulation by ENARGAS, with the aim to give priority to domestic supply, the Government has taken certain regulatory actions in recent years that have affected our Liquids business. For example, in April 2005, the Government enacted Law No. 26,020, which set the framework by which the SHR may establish regulations to cause LPG suppliers to guarantee sufficient supply of LPG in the domestic market at low prices. Law No. 26,020 creates a price regime pursuant to which the SHR periodically publishes reference prices for LPG sold in the local market. It also sets forth LPG volumes to be sold in the local market.
We participate in two programs created by the Government under this framework, which provide for the payment of compensation based on the difference between the price set by the Government and the export parity price. Over recent years, this compensation has been paid to us with significant delays. For further information, see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
On March 25, 2020, after COVID pandemic, the Executive Branch issued Decree No. 311/2020, which determines that the maximum reference price for LPG sold in the domestic market will remain at their values in force at such date for a 180-day period.
Also, we cannot assure you that we will be able to maintain or increase the domestic prices of our products, and limitations on our ability to do so would adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. Similarly, we cannot assure you that LPG prices in Argentina will track increases or decreases in the international or regional markets.
Our Liquids business is highly dependent on the supply of natural gas to the Cerri Complex at reasonable prices that allow for reasonable profit margins. In past years, the Federal Energy Bureau increased the natural gas price paid by industrial users and increased the price at which we purchase natural gas to be processed in the Cerri Complex. For further information, see, “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
During 2017, the Government initiated a process to converge natural gas prices with those in the international market, which finally occurred in October 2017 when prices were liberalized. However, during 2018, due to a combination of internal and external factors, the increase in natural gas and fuel prices was significant which meant that the intended liberalization was unsuccessful.
During 2018, the Government introduced several changes to the process by which the natural gas is acquired for the electric energy generators. Among them, modifications were introduced to the regulations through which Compañía Administradora del Mercado Mayorista Eléctrico S.A. (“CAMMESA”), a government-controlled company, had to provide this supply to the power plants. Finally, on November 6, 2018, the Secretary of Energy issued Resolution No. 70/2018, which returned to power generators the ability to purchase their own natural gas supply. Most of the power generators recovered the ability to do so, therefore, the price of natural gas purchased under the bidding processes decreased further because of the competition for demand in the low consumption season and in an environment with oversupply and economic recession.
Since December 2018, the government again decreased the natural gas price reference for power generation based on the supply basin of origin. As a result, during 2019, CAMMESA called for several bidding processes under the same conditions which resulted in even lower natural gas prices for generation.
The prices at which power plants or CAMMESA acquire natural gas can be considered a reference to determine the price of natural gas acquired as shrinkage gas (“RTP”) by us, which is why any additional increase in the costs of our Liquids Production and Commercialization segment may adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
As described above, actions taken by the Government during winter periods of recent years resulted in natural gas being redirected away from certain users, including the Cerri Complex, toward priority users, including residential customers. See “—The Government’s strategies, measures and programs with respect to the natural gas transportation industry could materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.” To a lesser extent, during the winter of 2016 and 2017, processing at the Cerri Complex was interrupted because of continued governmental actions to ensure natural gas supply to the domestic market, but thanks to the development of Vaca Muerta formation, during the three years ended December 31, 2020, we did not register any interruption in the supply of natural gas in the Cerri Complex.
In addition, regarding natural gas producers, the Government has recently introduced measures to moderate the impact of fuel prices in the economy. The prices that natural gas producers are able to obtain for oil and natural gas affect the viability of investments in new exploration, development and refining and, as a result, the timing and amount of our projected capital expenditures for such purposes. Any diversion of the supply of natural gas from the Cerri Complex may require us to purchase natural gas from third parties to supply our Liquids business, which may result in increased costs. If we are unable to purchase natural gas from other sources, the volume of our Liquids productions may decrease.
After the first award of volumes and prices carried out on December 3, 2020, under the framework of Plan Gas.Ar, an increase in the natural gas price at the Point of Entry to the Transportation System (the “PIST” after its acronym in Spanish) for thermal generation and for natural gas distributors was verified, which is highly likely to affect industrial users, which will ultimately impact the costs of natural gas consumed in the Cerri Complex, thus affecting our operating margins. However, such plan would allow the drop in production levels that has been recorded in recent periods to be reversed in order to sustain our gas processing business at the Cerri Complex.
It is uncertain whether in the future measures taken by the Government or other measures that could adversely affect our business, results of operations and ability to meet our financial obligations will be implemented. It is also uncertain the impact of the Solidarity Law, regulations to be issued under its framework or whether our regulatory obligations may be increased, which could result in higher taxes, amendments to the tariff structure, or any other obligations that could increase our costs and adversely affect our financial situation.
Fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of LPG and natural gasoline may affect our Liquids business.
We extract LPG and natural gasoline from natural gas delivered to the Cerri Complex and sell LPG and natural gasoline. As a result of the deterioration of our Natural Gas Transportation segment, operations relating to our Liquids production and commercialization have represented more than 50% of our total net revenues between 2004 and 2017. Since 2009, the international market for Liquids generally has been favorable, driven by strong international prices for LPG and natural gasoline. However, in 2015, as a consequence of weaker demand from emerging markets as well as higher production levels and export capacity due to the development of shale gas fields in the United States of America, our average liquids sales prices were lower than the ones recorded previously.
Regarding the price of energy, during the first months of 2020 and as a result of the complex global scenario caused by COVID, the international reference prices of the products we export suffered sharp drops, which were later reduced as the global health and economic situation stabilized, with the exception of butane, which experienced a significant increase in the last days of the year due to a decrease in global stock levels. In this sense, the average price drops of propane, butane and natural gasoline were 15%, 16% and 31%, respectively, as compared to the year 2019. However, as of the last quarter of 2020 and subsequent to December 2020, international prices recovered sharply, even surpassing the prices in effect at the end of 2019.
In recent years, the Government issued a series of measures, which significantly affected our Liquids Production and Commercialization segment. Since 2002, LPG and natural gasoline exports have been subject to a withholding tax on exports. After several regulatory modifications, in March 2008, the Government introduced a “sliding-scale” regime for LPG and natural gasoline, where the withholding tax rate applicable to exports of LPG and natural gasoline (as a percentage) would vary in the same proportion as the variation in the international reference prices.
At the beginning of 2015, to reduce the impact of the sharp decrease in the international reference prices for LPG and natural gasoline, the Government reduced to 1% the applicable rate of withholding tax for exports, maintaining the “sliding-scale” regime in case international prices were higher than a certain level set by the Federal Energy Bureau. This regime was in effect until January 7, 2017. Finally, on September 3, 2018, the Executive Branch issued Decree No. 793/2018, which set a new tax on exports framework.
For further information, see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
In addition, after the issuance of Resolutions Nos. 1,982/11 and 1,991/11 (the “Gas Charge Resolutions”), the natural gas processing charge created by Decree No. 2,067/08 (the “Natural Gas Processing Charge”) increased from Ps.0.049 to Ps.0.405 per cubic meter of natural gas effective from December 1, 2011, representing a significant increase in our variable costs of natural gas processing.
In order to avoid an adverse effect on our Liquids business, we initiated legal proceedings against Decree No. 2,067/08 and the Gas Charge Resolutions, including the Government, ENARGAS and the former Ministerio de Producción y de Planificación Federal, Inversión Pública y Servicios (the “MPFIPyS”) as defendants.
On March 28, 2016, the former Ministry of Energy issued Resolution No. 28 (“Resolution 28”), which instructs ENARGAS to take all the necessary measures to reduce to zero the Natural Gas Processing Charge starting April 1, 2016. Since that date, we have not been required to pay for the Natural Gas Processing Charge. However, Resolution 28 did not invalidate the Natural Gas Processing Charge or Gas Charge Resolutions for the period in which they were in force, for which reason the judicial action is still ongoing. On March 26, 2019, we were served notice of the first instance judgment rendered in the proceedings, which upholds the legal action filed by us and declares the unconstitutionality of Executive Decree No. 2,067/08, MPFIPyS Resolution No. 1451/08 and the Gas Charge Resolutions, and Section 53 and 54 of Act No. 26,784 (General budget of the National Public Administration for the fiscal year 2013), as well as of any other act aimed at enforcing Executive Decree No. 2,067/08, and therefore declares invalid said regulations. On March 29, 2019, the National Secretariat of Energy appealed the judgment, which appeal was granted on April 3, 2019. On December 1, 2020, the judge resolved to extend the injunction (medida cautelar) for six months, or until the award becomes final. For additional information, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal and Regulatory Proceedings—Tax Claims.”
Any new regulations regarding the cost and availability of the natural gas used in the production of Liquids and the effect of the continuing decline or volatility in international prices of LPG or natural gasoline could cause our operating margins to drop significantly and materially adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations. In addition, the Government could modify the current taxes and export/import regulations in a manner that could adversely affect our financial condition and results of operations.
The continued spread of the COVID may continue to negatively affect the global economy, energy demand and our business.
The recent COVID pandemic has introduced uncertainty in a number of areas of our business, including our operational, commercial and financial activities. It has also impacted negatively, and may continue to impact negatively, global economic activity, demand for energy including LNG and funds flows and sentiment in the global financial markets. The long-term effects to the global economy and the Company of the COVID pandemic are difficult to assess or predict, and may include a further decline in the market prices of our Shares and ADSs, risks to employee health and safety, risks for the deployment and logistic of our services and reduced sales mainly in the Liquids business segment. Our share price has recently declined significantly, due in part to the impact of the COVID. The ongoing spread of the COVID may continue to negatively affect our business, our operations, including the development of natural gas in Argentina, and our financial position and prospects which will depend on the severity of the health emergency and the success of the measures taken and those that will be taken in the future. . However, given the Company's financial situation, it is not currently expected that the aforementioned events will affect the continuity of the business and, therefore, it is estimated that it will be able to continue to meet its financial commitments in the near future.
We also could not assure the duration and consequences of COVID or any other disruptions that may arise in government intervention or other measures, or the possibility of other economic effects on the stock market, foreign exchange rates and otherwise. Any such negative impact could result in a material adverse effect on our business, liquidity, financial conditions, results of operations and trading price of our common shares and ADSs.
Our ethane sales depend on the capacity of PBB, as the sole purchaser of our ethane production.
Between 2005 and 2015, we sold all our ethane to PBB under a long-term agreement that expired on December 31, 2015, which was subsequently renewed on an annual basis until May 1, 2018, and then on a monthly basis until September 6, 2018, the date on which we entered into a new agreement with PBB. The agreement is retroactive as of May 1, 2018, and will expire on December 27, 2027.
Pursuant to this agreement, the ethane price is calculated in U.S. dollars and is subject to adjustments, the natural gas price, the quality of the ethane shipped by us and transportation tariffs and charges, among others. This agreement also includes take or pay (“TOP”) and deliver or pay (“DOP”) commitments for minimum annual quantities. Under these terms, if one party does not comply with the applicable TOP or DOP condition, that party will be required to compensate the other party.
During 2019, PBB suffered several adverse operational conditions that affected its capacity to purchase our ethane production. We cannot assure you that these adverse conditions affecting PBB will not recur in the future or that PBB will be able to satisfy its obligations under the new purchase agreement. Likewise, in the event that we are not able to renegotiate such agreement at maturity on terms similar to those in effect, our financial condition and results of operations could be adversely affected.
The delay in the collection of our sales receivables with customers and/or subsidies owed by the Government for the supply of LPG in the domestic market could adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations.
Our main natural gas transportation customers are natural gas distribution companies whose tariff increases are set in accordance with the renegotiation processes of their licenses. Also, in some cases, their collections may depend on governmental regulations requiring them to finance the collections of their customers or even to recover their receivables from the Government.
Through Resolution No. 336, the payment of 22% of the bills issued from July 1, 2019 to October 31, 2019 to residential customers of natural gas was deferred. More recently, as a consequence of COVID and the measures adopted by the Government to reduce its impact, we have suffered delays in the collection of our credit receivables, either due to the stoppage of activities, or to the measures adopted by the BCRA regarding the making of bank payments and compensations. Although these circumstances may be temporary, as of the date of issuance of this Annual Report, it is not possible to predict if they could repeat in future and their real impact on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. If the cash flow generated by operations significantly declines, we may face difficulties in achieving our growth plans and projects, or may experience delays in the payments to our suppliers or financial debt which could negatively impact our financial condition and result of operations.
Also, under the framework of the Solidarity Law, the Government suspended the increase of tariffs for natural gas distribution companies which could negatively impact their operational costs, including their ability to pay for natural gas transportation services provided by us.
The failure of our clients to recover their receivables may cause them to incur delays or default in their payment obligations with us under our natural gas firm transportation contracts. In the future, we may be subject to delays in collections and payment obligations. We cannot assure you that our natural gas distribution customers in Argentina will not default on or otherwise breach their obligations to us in the future, and therefore negatively impact our financial situation.
In addition, we participate in the programs created by the Government to guarantee the supply of LPG at reasonable prices in the domestic market. Participation in these programs implies that the Government must compensate us when resources are allocated to the domestic market instead of us. Over recent years, this compensation has been paid with significant delays and there is no certainty about the continuance of such programs under the Fernandez administration.
During the fiscal years 2019 and 2020, we received the amount of Ps.150 million and Ps. 638 million, respectively, as subsidies of the programs mentioned above. Pursuant to the programs referred to above, as of December 31, 2020, the Government is required to pay to us Ps. 303 million.
If the SHR were (i) not able to pay or redeem such accrued compensation in cash or cash equivalents, or (ii) not able to make such payments or redemptions according to our estimated schedule, our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations would be adversely affected.
Our failure to renew firm transportation contracts could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
We cannot assure you that our natural gas firm transportation contracts will be renewed in whole or in part in our existing routes or by our current customers. We may not be able to renew some natural gas transportation contracts in light of the changes in the supply of natural gas from the Neuquina basin. The terms of our gas firm transportation contracts vary based on different factors. If we are unable to renew our natural gas firm transportation contracts as they mature, our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations would be adversely affected. See “—Our Liquids production depends on the natural gas that arrives at the Cerri Complex through three main pipelines from the Neuquina, Austral and San Jorge natural gas basins. The flow and caloric power of this natural gas are subject to risks that could materially adversely affect our Liquids and midstream business segment.”
The affirmative and restrictive covenants in our currently outstanding indebtedness could adversely restrict our financial and operating flexibility and subject us to other risks.
The terms of our outstanding indebtedness provide for numerous affirmative and restrictive covenants that limit our ability to, among other things:
incur or permit to exist certain liens;
incur additional indebtedness;
pay dividends or make other restricted payments;
make capital investments and other investments;
enter into sale and lease-back transactions;
enter into transactions with affiliates;
sell, transfer or otherwise dispose of assets; and
consolidate, amalgamate, merge or sell all or substantially all of our assets.
These restrictions may limit our ability to operate our businesses and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise. The breach of any of these covenants by us or the failure by us to meet any of these conditions could result in a default under any or all of such indebtedness. Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions and the renegotiation of the public works and licenses process. In addition, if we are unable to generate sufficient cash flow from operations, we may be required to refinance outstanding debt or to obtain additional financing. We cannot assure you that a refinancing would be possible or that any additional financing would be available or obtained on acceptable terms.
Our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks.
As of December 31, 2020, our physical assets are insured for up to U.S.$2,297 million and for the loss of profit resulting from the material damages by an amount of U.S.$409 million, these coverages being subject to certain deductibles for both material damages and loss of profit.
We maintain insurance policies intended to mitigate our losses due to customary risks. These policies cover our assets against loss for physical damage and loss of revenue, and also third-party liability. However, we cannot assure you that the scope of damages suffered in the event of a natural disaster or catastrophic event would not exceed the policy limits of our insurance coverage. We maintain all-risk physical damage coverage for losses resulting from, but not limited to, earthquakes, fire, explosions, floods, windstorms, strikes, riots, mechanical breakdowns and business interruption. Our level of insurance may not be sufficient to fully cover all losses that may arise in the course of our business or insurance covering our various risks may not continue to be available in the future. In addition, we may not be able to obtain insurance on comparable terms in the future. We may be materially and adversely affected if we incur losses that are not fully covered by our insurance policies or if we are required to disburse significant amounts from our own funds to cover such losses.
Changes in the interpretation by the courts of labor laws that tend to favor employees could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
In addition to our employees, we rely on a number of third-party service providers to outsource certain services. We follow very strict policies to control the compliance by such third-party service providers with their labor and social security obligations. However, due to changes in the interpretation by the courts of labor laws that tend to favor employees in Argentina, companies’ labor and social security obligations toward their own employees and employees of third-party service providers have significantly increased. As a result of the foregoing, potential severance payment liabilities have significantly increased, and in the event any third-party service provider fails to duly comply with its labor and social security obligations towards its employees, we may be faced with litigation by employees of such third-party service provider to hold us liable for the payment of any labor and social security obligations defaulted on by any such third-party service provider. Therefore, our labor costs may increase as our indemnification responsibilities and costs expand, adversely affecting the results of our operations.
We may be exposed to risks related to litigation and administrative proceedings that could materially and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations in the event of an unfavorable ruling.
We are part of administrative proceedings and judicial claims, some of which have been pending resolution for several years. Our business may expose us to litigation relating to labor, environmental, health and safety matters, regulatory, tax and administrative proceedings, governmental investigations, tort claims and contract disputes and criminal prosecution, among other matters. In the context of these proceedings, we may be required to pay fines or money damages and we also may be subject to complementary sanctions or injunctions affecting our ability to continue our operations. While we may contest these matters vigorously and make insurance claims when appropriate, litigation and other proceedings are inherently costly and unpredictable, making it difficult to estimate accurately the outcome of actual or potential litigation or proceedings. Although we may establish provisions, as we deem necessary, the amounts that we reserve could vary significantly from any amounts we actually pay due to the inherent uncertainties in the estimation process.
For additional information on the material proceedings in which we are involved, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal and Regulatory Proceedings.”
Our operations are subject to environmental, occupational health and safety regulations.
We operate an extensive network of natural gas pipelines, including numerous compressor plants, the Cerri Complex and the logistic and storage facilities of Puerto Galván. All these facilities are located throughout the territory of Argentina and are subject to federal and provincial laws, as well as to the supervision of governmental agencies and regulatory authorities in charge of enforcing environmental laws and policies. We operate in compliance with applicable laws and in accordance with directives issued by ENARGAS. For this reason, it is possible that we could be subject to controls, which could result in penalties imposed on us.
We utilize a certified safety, occupational health, environment and quality management system in accordance with international standards ISO 14001, ISO 9001 and OHSAS 18001. It includes operational controls that are documented and monitored regularly. However, we cannot assure you that these controls will be effective or that our time of response to incidents will be adequate.
In addition, future regulation may require us to comply with additional safety, occupational health, environmental and quality controls or standards. We cannot assure you that, in the future, additional regulation could be issued requiring us to make new investments in order to comply with such safety, health and environmental laws and regulations.
We may face competition.
Historically, the construction and operation of natural gas processing plants located in the Province of Neuquén has increased competition in our Liquids sector as our customers could satisfy their product demand with alternative suppliers. In the past, we have been able to mitigate this competition by entering into agreements with natural gas producers that limited their ability to make investments in natural gas processing plants. For example, at the end of 2000, Compañía MEGA S.A. (“MEGA”), a sociedad anónima owned by YPF, Petrobras International Braspetro B.V. and Dow Investment Argentina S.A., finished building and began operation of a gas processing plant with a capacity of approximately 1.3 Bcf/d, located in the Province of Neuquén. Although the construction of this gas processing plant initially resulted in lower volumes of gas arriving at the Cerri Complex, we have been able to undertake measures to substantially mitigate any negative impact of the MEGA plant. However, there is a risk that additional gas processing at the MEGA plant could result in lower volumes or lesser quality gas arriving at the Cerri Complex in the future, or that other projects that may be developed upstream of the Cerri Complex could adversely affect our revenues from Liquids production and commercialization services.
Although the construction of gas processing plants upstream of the Cerri Complex requires significant investments, additional gas processing facilities may be constructed that similar to the MEGA plant, could result in lower volumes or inferior natural gas quality of the natural gas arriving at the Cerri Complex in the future. Therefore, the development of these new projects could adversely affect our revenues from Liquids production and commercialization services. In order to guarantee access to natural gas to be processed in the Cerri Complex we have obtained the commitment of natural gas producers to not build natural gas processing plants upstream of the Cerri Complex during the term of such long-term agreements.
Regarding our other services business segment, we operate in a market with strong participants, many of which may have extensive and diversified know-how or operating experience and financial resources similar to or significantly greater than ours. While it is still unclear the future measures to be taken by the current administration regarding its energetic policy, the development of the natural gas industry in Argentina is essential for the country’s economic growth. All future business that our competitors or we can develop will depend on the production of natural gas. The Government (or any other entity on its behalf) might not issue the necessary regulations to encourage natural gas producers to develop new projects involving natural gas output.
As a result of the above, an increased number of competitors could reduce their prices which could make our investments not profitable. In addition, an increase in competition could affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. This would adversely affect our business, results of operations and financial condition.
Additionally, our principal competitor in the gas transportation business is Transportadora de Gas del Norte S.A. (“TGN”). We compete with TGN on a day-to-day basis for natural gas interruptible transportation services and from time to time for new natural gas firm transportation services made available as a result of expansion projects to the natural gas distribution companies to which both we and TGN are either directly or indirectly connected (Camuzzi Gas Pampeana S.A., Metrogas S.A. and Naturgy Argentina S.A.). We compete directly with TGN for the transportation of natural gas from the Neuquina basin to the greater Buenos Aires area. In addition, in the future other participants may successfully penetrate our market and connect with our main customers which could affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
The Secretary of Energy published, on March 7, 2019, Resolution No. 82/2019 (“Resolution 82”), which sets the terms and conditions for future tenders that aim to increase the transportation capacity of natural gas. Additionally, through Resolution 437, the Secretary of Energy started a public bidding process to grant a new license for the construction of a pipeline and all necessary facilities to provide natural gas services between the Neuquén Province and Argentina’s coastline. On December 30, 2020, the Secretary of Energy enacted Resolution No. 448/20 cancelled the aforementioned public bidding process.
The construction of a new pipeline by a third party could affect our results of operations as the interruptible natural gas transport volumes and the availability of natural gas that arrives at the Cerri Complex for processing could be diminished.
Downgrades in our credit ratings could have negative effects on our funding costs and business operations.
Our credit ratings are assigned to us based on information furnished by us or obtained by the credit rating agencies from independent sources and are also influenced by the credit ratings of Government bonds and general views regarding the Argentine financial system as a whole. The credit ratings are subject to revision, suspension or withdrawal by the credit rating agencies at any time. A downgrade, suspension or withdrawal in our credit ratings could result in, among other things, the following: (i) increased funding costs and other difficulties in raising funds, (ii) the need to provide additional collateral in connection with financial transactions, and (iii) the termination or cancellation of existing agreements. As a result, our business, financial condition and results of operations could be materially and adversely affected.
Our business has become increasingly dependent on digital technologies to conduct day-to-day operations and we may be subject to cyberattacks or other risks related to new technologies.
We depend on a variety of internet-based data processing, communication, and information exchange platforms and networks. Although we have extended our security policy to cover industrial systems, reinforcing our defenses in case of denial of service and increasing the monitoring of suspicious activities, our technologies, systems and networks and those of our business associates are exposed to cyberattacks and other cybersecurity incidents in the normal course of business, which could lead to disruptions in critical systems (such as our electronic flow measurement (“SCADA/EFM”) system and distributed control systems), the unauthorized release of confidential or protected information, corruption of data or other disruptions of our business operations. As a consequence of COVID we extended remote work environments which may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts to exploit the COVID pandemic.
Additionally, we enter into contracts with several third parties to provide our customers with data processing and communication services. Therefore, if information security is breached, or if one of our employees or external service providers’ breaches compliance procedures, information could be lost or misappropriated, which may affect us, damage others or result in potential litigation.
There has recently been an increased level of attention focused on cyberattacks against large corporations that include, but are not limited to, obtaining unauthorized access to digital systems for purposes of misappropriating cash, other assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity incidents, such as computer break-ins, “phishing,” identity theft and other disruptions, could negatively affect the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us in excess of insurance coverage and may cause existing and potential customers to refrain from doing business with us.
In addition, the methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving and may be difficult to anticipate or to detect. Thus, certain cyber incidents, such as surveillance, may remain undetected for an extended period. To our knowledge, we have not experienced any material losses relating to cyberattacks; however, as cyberattacks continue to evolve, there can be no assurance that we will not suffer any cyberattack in the future that could affect our operations and/or our financial condition.
Our information technology infrastructure is critical to the efficient operation of our business and is essential to our ability to perform day-to-day operations. Breaches in our information technology infrastructure or physical facilities, or unauthorized access or other loss of information or other disruptions, could result in damage to our assets, safety incidents, legal claims, potential liability or the loss of contracts, damage our reputation, and could have a material adverse effect on our operations, financial position and results of operations.
Our natural gas transportation systems and processing facilities are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Our natural gas transportation systems and processing facilities are at risk of mechanical or electrical failures and may experience periods of unavailability affecting our ability to comply with our contracts with customers. Any unplanned unavailability of our natural gas transportation systems and processing facilities may adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations, as we may be subject to fines or penalties under our contracts with customers.
Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks.
Our transportation systems and processing facilities or the third-party infrastructure that we rely on may be damaged by flooding, fires and other catastrophic disasters arising from natural or accidental or intentional human causes. We could experience severe business disruptions, significant decreases in revenues based on lower demand as a result of catastrophic events, or significant additional costs to us not otherwise covered by business interruption insurance clauses. There may be a significant time lag between a major accident, catastrophic event or terrorist attack and our definitive recovery from our insurance policies, which typically carry nonrecoverable deductible amounts, and in any event are subject to caps per event. In addition, any of these events could adversely affect the demand of natural gas by some of our customers and of consumers generally in the affected market. Some of these considerations, among others, could materially and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
We are subject to anti-trust, anti-corruption, anti-bribery and anti-money laundering laws. Failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our business.
We are subject to anti-trust, anti-corruption, anti-bribery and anti-money laundering laws. Although we maintain policies and processes intended to comply with these laws, including a review of our internal control over financial reporting, we cannot ensure that these compliance policies and processes will prevent intentional, reckless or negligent acts committed by our officers or employees. If our officers or employees fail to comply with any applicable anti-trust, anti-corruption, anti-bribery or anti-money laundering laws, they may be subject to criminal, administrative or civil penalties and other remedial measures, which could have material adverse effects on our business, financial condition, results of operations and prospects.
In addition, we are subject to economic sanctions regulations that restrict our dealings with certain sanctioned countries, individuals and entities. There can be no assurance that our internal policies and procedures will be sufficient to prevent or detect all inappropriate practices, fraud or violations of law by our affiliates, employees, directors, officers, partners, agents and service providers or that any such persons will not take actions in violation of our policies and procedures. Any violations by us of anti-bribery and anti-corruption laws or sanctions regulations could have a material adverse effect on our reputation, business, financial condition, results of operations and prospects.
Our ability to operate our business may suffer if we are unable to retain our employees or attract other skilled employees or contractors.
Our current and future performance and the operation of our business are dependent upon the contributions of our senior management and our skilled team of engineers and other employees. We depend on our ability to attract, train, motivate and retain key management and specialized personnel with the necessary skills and experience. Further, COVID poses a threat to the well-being and morale of our employees. There is no guarantee that we will be successful in retaining and attracting key personnel and the replacement of any key personnel could be difficult and time-consuming. The loss of the experience and services of key personnel or the inability to recruit suitable replacements and additional staff could have a material adverse effect on our business, financial condition and results of operations.
Risks Relating to Our Shares and ADSs
Shareholders outside Argentina may face additional investment risk from currency exchange rate fluctuations in connection with their holding of our shares or ADSs represented by ADRs. Exchange controls imposed by the Government may limit our ability to make payments to the Depositary in U.S. dollars, and thereby limit ADR holders’ ability to receive cash dividends in U.S. dollars.
We are an Argentine company and any future payments of dividends on our shares will be denominated in pesos. The peso has historically fluctuated significantly against many major world currencies, including the U.S. dollar. A depreciation of the peso would likely adversely affect the U.S. dollar or other currency equivalent amount of any dividends paid on our shares and could result in a decline in the value of our shares and ADRs as measured in U.S. dollars.
From 2011 to December 2015, Argentine companies were required to obtain prior approval from BCRA and Argentine tax authorities in order to engage in certain foreign exchange transactions. In September 2019 the Government reinstalled the above previous measures.measures and since then has implemented additional exchange control restrictions. Thus, our shareholders’ ability to receive cash dividends in U.S. dollars was limited by the ability of the Depositary for our ADR program to convert cash dividends paid in pesos into U.S. dollars. Under the terms of our Deposit Agreement for the ADRs, to the extent that the Depositary can in its judgment, and in accordance with local exchange regulations, convert pesos (or any other foreign currency) into U.S. dollars on a reasonable basis and transfer the resulting U.S. dollars abroad,outside of Argentina, the Depositary will as promptly as practicable convert or cause to be converted all cash dividends received by it in pesos on the deposited securities into U.S. dollars. If in the judgment of the Depositary this conversion is not possible on a reasonable basis (or is not permitted by applicable Argentine laws, regulations and approval requirements), the Depositary may distribute the pesos received or in its discretion hold such currency uninvested without liability for interest thereon for the respective accounts of the owners entitled to receive the same. As a result, if the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the dividend distribution.
In the event that the BCRA does not grant the requestedapplicable authorization, we reserve the right to agree with the Depositary to arbitrate the reasonable legal measures that allowfor the effective payment of dividends to ADR holders who reside abroad.outside of Argentina. As a result, thesuch ADR holder may lose partnot timely receive the full dividend distribution or receive at all any such distribution.
57
Our principal shareholders exercise significant control over matters affecting us, and may have interests that differ from those of our other shareholders.
As of the date of this Annual Report, our controlling shareholder is CIESA, which holds 51% of our common stock. FGS holds 24.0% of our common stock. Local and foreign investors hold the remaining ownership of our common stock. CIESA is under co-control of: (i) Pampa Energía S.A. (“Pampa Energía”), which holds 10% of CIESA’s common stock, (ii) PHA S.A.U. (“PHA”), a wholly-owned company bysubsidiary of Pampa Energia (“PHA”)(in process of merger with Pampa Energia) which holds 40% of the share capital of CIESA, and (iii) Grupo Inversor Petroquímica S.L. (member of GIP Group, headedcontrolled by the Sielecki family; “GIP”), and PCT L.L.C. (“PCT”), which directly and together with WST S.A. (member of Werthein Group “WST”) indirectly through PEPCA S.A. (“PEPCA”) holdholds a 50% of the shareholding incommon stock of CIESA.
We cannot assure you that the interests of our principal shareholders will not diverge from the interests of our other investors. See “Item 7. Major Shareholders and Related Party Transactions.”
Sales of a substantial number of shares could decrease the market prices of our shares and the ADRs.
CIESA holds 51% of our Class “A” shares. Pursuant to the Pliego de Bases y Condiciones para la Privatización de Gas del Estado S.E. (the “Pliego”), CIESA may not reduce its shareholding below 51% of our share capital without the competent authorities’ approval. The market prices of our common shares and ADRs could decline as a result of sales by our existing shareholders, such as the ANSES, or of any other significant shareholder of common shares or ADRs in the market, or the perception that these sales could occur.
Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.
Our corporate affairs are governed by our By-laws, the General Companies Act and Law No. 26,831, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in other jurisdictions outside Argentina. In addition, rules governing the Argentine securities markets are different and may be subject to different enforcement in Argentina than in other jurisdictions.
As a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers.
We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. Under U.S. securities laws, as a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers with equity securities registered under the Exchange Act, including rules regarding proxy statements and short-swing profits. We are also exempt from many of the corporate governance requirements of the New York Stock Exchange.
Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares or ADSs.
Pursuant to Law No. 26,893, the sale, exchange or other transfer of shares and other securities is subject to capital gains tax at a rate of 15% when the purchaser and the seller are not Argentine residents. When both the purchaser and the seller of our Class B Shares or ADRs are non-residents, the purchaser is required to pay the capital gains tax in addition to the purchase price of the Class B Shares or ADSs. In addition, if the purchaser is legally liable for capital gains taxes in Argentina, then the purchaser will likely not be entitled to receive any tax credit in the United States in respect of the payment of any such taxes.
On December 29, 2017, the Macri Administration enacted, through Decree No. 1112/2017, a tax reform (the “Tax Reform”). The Tax Reform provides that only the results from sales, transfers or dispositions of shares, securities representing shares and certificates of deposit of shares that are carried out through stock exchanges or stock markets authorized by the CNV under conditions that guarantee the principle of price/time priority of the offers obtained by individuals and undivided estates resident in Argentina shall be exempted.
The foregoing exemption shall also be applicable to foreign beneficiaries to the extent that said beneficiaries do not reside in and the funds do not come from non-cooperative jurisdictions. Decree No. 279/2018 provides that until the decree of the Income Tax Law of Argentina regulates the definition of non-cooperative jurisdiction, the white list established in Decree No. 589/2013 (dated 05/27/2013) will be applicable to determine if a jurisdiction is non-cooperative jurisdiction.
The Tax Reform also establishes an exemption for such foreign beneficiaries on the sale of share certificates issued abroadoutside of Argentina that represent shares issued by Argentine companies which have been granted with a public offering authorization by the CNV (i.e., ADRs). The exemptions will only apply if the foreign beneficiaries do not reside in and the funds do not arise from “non-cooperating” jurisdictions.
Pursuant to Decree No. 279/2018, if the foreign beneficiary resides in a non-cooperative jurisdiction or the funds come from a non-cooperative jurisdiction, the capital gains tax rate is 35%.
Whereas, previously, if the sale was carried out between non-Argentine residents the non-Argentine resident purchaser was responsible for paying the tax when the seller was a non-resident, currently it is the seller, through their legal representative domiciled in Argentina, who is responsible for paying the tax, except when the purchaser is a resident individual or legal entity. If the seller does not have a legal representative, the tax should be paid by the seller according to Decree No. 279/2018.
Further rulemaking or interpretation of the amended income tax law by the Argentine tax authority may adversely affect the tax treatment of our Class B Shares or ADSs.
Holders of ADRs may be unable to exercise voting rights with respect to our Class B Shares underlying the ADRs at our shareholders’ meetings.
We will treat the Depositary for all purposes as the shareholder with respect to the shares underlying the ADRs. As a holder of ADRs representing the ADRs being held by the Depositary in your name, you will not have direct shareholder rights and may exercise voting rights with respect to our Class B Shares represented by the ADRs only in accordance with the Deposit Agreement. There are no provisions under Argentine law or under our By-laws that limit the exercise by ADR holders of their voting rights through the Depositary with respect to the underlying Class B Shares. However, there are practical limitations on the ability of ADR holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. ADR holders may be unable to exercise voting rights with respect to our Class B Shares underlying the ADRs as a result of these practical limitations.
Holders of ADRs may be unable to exercise preemptive, accretion or other rights with respect to the Class B shares underlying the ADSs.
Holders of ADSs may not be able to exercise the preemptive or accretion rights relating to the shares underlying the ADSs unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the shares relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, holders may receive only the net proceeds from the sale of their preemptive rights by the depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of Class B Shares or ADSs may suffer dilution of their interest in our company upon future capital increases.
In addition, under the General Companies Act, foreign companies that own shares in an Argentine corporation are required to register with the Superintendency of Corporations (Inspección General de Justicia or the “IGJ”) in order to exercise certain shareholder rights. Voting rights in a Shareholder meeting can be exercised through duly instituted agents, as is regulated by Law No. 26,831. If you own our Class B Shares directly (rather than in the form of ADSs) and you are a non-Argentine company and you fail to register with the IGJ, your ability to exercise your rights as a holder of our Class B Shares may be limited.
The NYSE and/or the Buenos Aires Stock Exchange (by delegated authority of BYMA) may suspend trading and/or delist our ADSs and common shares, respectively, upon occurrence of certain events relating to our financial situation.
The NYSE and/or the BYMA may suspend and/or cancel the listing of our ADSs and common shares, respectively, in certain circumstances, including upon the occurrence of certain events relating to our financial situation.
The NYSE may in its sole discretion determine on an individual basis the suitability for continued listing of an issue in the light of all pertinent facts. Some of the factors mentioned in the NYSE Listed Company Manual, which may subject a company to suspension and delisting procedures, include: “unsatisfactory financial conditions and/or operating results,” “inability to meet current debt obligations or to adequately finance operations,” and “any other event or condition which may exist or occur that makes further dealings or listing of the securities on the NYSE inadvisable or unwarranted in the opinion of NYSE.”
We cannot assure you that the NYSE and/or BYMA will not commence any suspension or delisting procedures. A delisting or suspension of trading of our ADSs or common shares by the NYSE and/or BYMA, respectively, could adversely affect our results of operations and financial conditions and cause the market value of our ADSs and common shares to decline.
The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value.
The trading price of our Class B Shares is likely to be highly volatile and may be subject to wide fluctuations in response to factors, many of which are beyond our control. Such factors include:
fluctuations in our periodic operating results;
changes in financial estimates, recommendations or projections by securities analysts;
changes in conditions or trends in our industry;
events affecting equities markets in Argentina;
legal or regulatory measures affecting our financial conditions;
departures of management and key personnel; or
potential litigation or the adverse resolution of pending litigation against us or our subsidiaries.
The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our Class B Shares and the ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in Argentina, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our Class B Shares and the ADSs. In particular, currency fluctuations could impact the value of an investment in Argentina. Although our ADSs listed on the NYSE are U.S. dollar-denominated securities, they do not eliminate the currency risk associated with an investment in an Argentine company.
For example, due to various factors (including, but not limited to, the abrupt variation in the exchange rate in Argentina) prices of equity securities in Argentina have decreased substantially insince 2018, which prompted investors to dispose of their investments in Argentina resulting onin further downward pressure on the price of equity securities. FutureFuture sales of substantial amounts of our Class B Shares and ADSs, or the perception that such future sales may occur, may result in additional pressure toon the price of our Class B Shares and ADSs. Also, future sales of treasury shares, may also have a negative impact on the price of our Class B Shares and ADSs.
Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition.
The relative volatility and illiquidity of the Argentine securities markets may substantially limit the ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder.
Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States, and such investments are generally considered to be more speculative in nature. The Argentine securities market is substantially smaller, less liquid and more concentrated and can be more volatile than major securities markets in the United States, and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. The ten largest companies in terms of market capitalization represented approximately 92.1% of the aggregate market capitalization of the BYMA as of December 31, 2019.States Accordingly, although shareholders are entitled to withdraw the Class B Shares underlying the ADSs from the depositary at any time, the ability to sell such shares on the BYMA at a price and time shareholders might want may be substantially limited.
Item 4. | Our Information |
A. Our History and Development
General
Operations
We commenced commercial operations on December 29, 1992, as the largest company created in connection with the privatization of Gas del Estado S.E. (“GdE”), the Argentine state-owned natural gas company, the integrated operations of which included natural gas transportation and distribution. GdE was divided into ten companies: two transportation companies and eight distribution companies.
Our legal name is Transportadora de Gas del Sur S.A. We are a limited liability company (sociedad anónima), incorporated under the laws of Argentina on December 1, 1992. Our registered offices are located at Don Bosco 3672, 5th Floor, Buenos Aires (C1206ABF), Argentina, our telephone number is (54 11) 4865-9050 and our web address is www.tgs.com.ar.
We are currently the largest transporter of natural gas in Argentina and operate the most extensive pipeline system in Latin America in terms of length, delivering approximately, as of December 31, 2019,2020, 60% of the total natural gas transported in Argentina, through 5,7365,769 miles of pipeline, of which we operate 4,775 miles on an exclusive basis pursuant to the License (the “Natural Gas Transportation”). We operate the remaining 961 miles, which are owned by the Gas Trusts, and receive compensation based on a regulated tariff. Our transportation system connects the Neuquén, San Jorge and Austral basins, the major natural gas fields located in the south and west of Argentina, to the greater Buenos Aires area and the major consumption centers of southern Argentina. Substantially allDuring the Fiscal Year 2020, approximately 81% of our revenues of this business segment corresponds to firm natural gas transportation capacity, approximately 79% of our aggregate transportation capacity as of December 31, 2019, is subscribed forservices under firm long-term natural gas transportation contracts. Natural gas transportation customers with firm contracts pay for the contracted pipeline capacity regardless of actual usage. Our Natural Gas Transportation business is regulated by ENARGAS, and revenues from this business represented 46.6%42%, 45.4%47% and 37.4%45% of our total net revenues for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively.
We conduct our Natural Gas Transportation business pursuant to the License, which is currently scheduled to expire in 2027 and which is extendable for an additional ten-year period at our option if certain technical conditions described in the License are met. ENARGAS is required at that time to evaluate our performance and make a recommendation to the Executive Branch for the extension of our License. If ENARGAS determines that we are in substantial compliance with all our obligations arising under the Natural Gas Law No. 24,076 (the “Natural Gas Law”), related regulations and our License, the extension should be granted by the Executive Branch. ENARGAS would bear the burden of proving that we had not met the technical conditions referred to above and, therefore, that the extension of the License should not be granted. To the extent that we were found not to have satisfied the conditions described above or chose not to seek the extension of our License, we would be entitled to certain specified compensation. See “—B. Business Overview—Natural Gas Transportation—Regulatory Framework Framework—Certain Restrictions with Respect to Essential Assets” below.
The License gives us the exclusive right to operate the existing southern Argentine natural gas transportation pipeline system. Our natural gas transportation system connects major natural gas fields in southern and western Argentina with both distributors and large consumers of natural gas in those regions as well as in the greater Buenos Aires area, the principal population center of Argentina.
The map below illustrates the natural gas pipeline system in Argentina as of December 31, 2019:2020:
For additional information regarding our property, plant and equipment, see “—D. Property, Plant and Equipment” below.
We are also one of the largest processors of natural gas and one of the largest marketers of Liquids in Argentina. We operate the Cerri Complex and the associated logistics and storage facilities of Puerto Galván located in Bahía Blanca in the Province of Buenos Aires where Liquids are separated from the natural gas transported through our pipeline system and stored for delivery. Due to its strategic location within the Argentine natural gas transportation system, our Cerri Complex can process gas proceeding from the Neuquén, San Jorge and Austral basins. This provides the plant with great versatility in terms of natural gas availability, and the possibility to select the gas that is processed according to its quality (liquid contents). Revenues from our Liquids Production and Commercialization business represented 47.6%49%, 48.8%48% and 56.0%49% of our total net revenues during the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively.
We also provide midstream integral solutions related to natural gas production, from the wellhead up to the transportation systems. In addition, through our subsidiary Telcosur, we provide telecommunications services. Aggregate net revenues from our midstream and telecommunications business segment represented 5.8%9%, 5.8%6% and 6.6%6% of our total net revenues during the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively.
Within the framework of the agreements signed with the former Ministry of Energy, Mining and Hydrocarbons of the Province of Neuquén and Gas y Petróleo de Neuquén S.A. in April and November 2018, we timely completed the construction of a catchment and gathering pipeline and a natural gas conditioning plant in the Vaca Muerta field that will allow the gathering of non-conventional gas from the Neuquina basin and its subsequent injection into the main gas pipeline systems, ensuring its supply to all of Argentina’s regions.
The Vaca Muerta system has two gathering pipes: the first has a length of 71 miles, a 36” diameter and a 1.2Bcf/d transportation capacity (the “Northern Section”) and the second has a 20 mile20-mile extension, a 30” diameter and a 882.3 MMcf/d transportation capacity (the “Southern Section”). The gas transported through this pipeline system will beis treated at a new conditioning plant that we built at Tratayén, Province of Neuquén with an initial capacity of 176.6 MMcf/d, which is foreseen to be expanded as the volumes of gas transported in the Vaca Muerta system increase.d. This project consolidates our position as the first midstream services provider in the Vaca Muerta field and required an investment of approximately U.S.$260 million in the aggregate. On April 29, 2019, the assembly and pressurization works on the connection of the Vaca Muerta pipeline to Neuba II were completed, which led to revenues from the month of May 2019 derived from firm natural gas transportation contracts of 28.2 MMcf/d in the aggregate. On August 22, 2019, the SHR issued Resolution No. 491/2019, which declared this project as “critical” on the terms of Law No. 26,360. This will allow us to obtain certain tax benefits from the investments in this project.
Controlling shareholders
As of the date of issuance of this Annual Report, our controlling shareholder is CIESA, which holds 51% of our common stock. Other local and foreign investors hold the remaining shares of our common stock, including FGS, which holds 24% of our common stock. CIESA is under co-control of Pampa Energía, which directly and indirectly through PHA holdholds 50% of the share capitalcommon stock of CIESA, and GIP and PCT, which directly and together with WST and indirectly through PEPCA hold 50% of the share capitalcommon stock of CIESA.
For additional information regarding CIESA’s current organizational structure, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
Capital expenditures
From January 1, 2017,2018, through December 31, 2019,2020, our aggregate capital expenditures, in Current Currency, amounted to Ps. 32,995.646,190 million. Such capital expenditures include Ps. 15,447.720,414 million related to improvements to our gas transportation system, Ps. 2,147.23,321 million related to liquids production and commercialization activities and Ps. 15,400.722,455 million related to other services activities.
For the years 2020, 2019 2018 and 2017,2018, capital expenditures mostly include works performed for the execution of the Five-Year Plan and the construction and ramping-up of the Northern Section and Southern Section of the Vaca Muerta pipeline. Information relating to the size and financing of future investments is included in “Item 5. Operating and Financial Review and Prospects.”
B. Business Overview
NATURAL GAS TRANSPORTATION
As a transporter of natural gas, we receive natural gas owned by a shipper, usually a natural gas distributor, at one or more intake points on our pipeline system for transportation and delivery to the shipper at specified delivery points along the pipeline system. Under applicable law and our License, we are not permitted to buy or sell natural gas except for our own consumption and to operate the pipeline system. See “—Regulatory Framework” below for more information.
Our pipeline system connects major natural gas fields in southern and western Argentina with distributors and other users of gas in those areas and the greater Buenos Aires area. TGN, the only other natural gas transportation operating company that supplies the Argentine market, holds a similar license with respect to the northern pipeline system, which also provides natural gas transportation services to the greater Buenos Aires area.
Natural gas transportation services accounted for 46.6%42%, 45.4%47% and 37.4%45% of our total net revenues in the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively. In 2019, 79%2020, 77% of our average daily natural gas deliveries were made under long-term firm transportation contracts. See “—Customers and Marketing” below. Natural gas firm transportation contracts are those under which capacity is reserved and paid for regardless of actual usage by the customer. Almost all of our natural gas firm contracted capacity is currently subscribed for at the maximum tariffs allowed by ENARGAS. During 2019,2020, the amount of net revenues derived from natural gas firm transportation contracts was Ps. 18,521.219,086 million, representing 81.9%81% of the total net revenues for the Natural Gas Transportation segment.segment for such year. Substantially all of our remaining natural gas deliveries were made under natural gas interruptible transportation contracts entered into predominantly with four natural gas distribution companies, power plants and industrial customers. Interruptible contracts provide for the transportation of natural gas subject to available pipeline capacity. The Government has at times directed us to interrupt supply to certain customers and make deliveries to others without regard as to whether they have natural gas firm or interruptible contracts. See “Regulatory Framework—Industry Structure” below for more information.
Expansions of the system. In February 2017, the Ministry of Mines and Energy called for a national public tender for the purchase of pipelines to extend the natural gas network in some areas of the Province of Santa Fe, the Patagonian Andes and the coast of the Province of Buenos Aires. This tender consists of four projects that will benefit 140,500 households. One of these projects is the extension of the Cordillerano gas pipeline, which will be connected to our natural gas pipeline system. The capacity expansion will be carried out from the two points that feed our system from the area called El Zorro and we will assume the role to audit the works executed. This project also includes the installation of the Río Senguer compressor plant in Neuquén. Due to the current macroeconomic environment, as of the date of issuance of this Annual Report the execution of these works is uncertain.
Within this framework, we entered into a Transitional Union Agreement (“UT”) with SACDE Sociedad Argentina de Construcción y Desarrollo Estratégico S.A. (“SACDE”), a related company, for the purpose of participating jointly in the National Public Bid No. 452-0004-LPU17: Assembly of Pipes for the Construction of the Project “Expansion of the Natural Gas Transportation and Distribution System.” In this regard, the Ministry of Mines and Energy awarded to the aforementioned UT the construction of the Regional II-Recreo/Rafaela/Sunchales Regional Gas Pipeline.
As a result of the economic context and COVID, the UT sent a letter to Integración Energética Argentina S.A. (“IEASA”), a company that is currently part of the Ministry of Productive Development, requesting, among other issues, the reestablishment of the economic-financial equation, readjustment of the work schedule, approval of cost redeterminations and price adjustments under the legal regime in force. The parties are currently engaged in a detailed calculation of the items involved in the claim. As of the date of issuance of this Annual Report, the construction work is almost completed, andbut, according to the project will finally be put into service afteraforementioned, the UT andhas only carried out essential tasks, pending approval of a construction schedule appropriate to the Government agree the final termsactual execution of the project.works.
On September 5, 2018, through Resolution No. 125/2018 of the former Ministry of Energy, such Ministry resolved to discontinue the execution of works under the “Northern Work Trust 2006-2008” and the “Southern Work Trust 2006-2008,” formed on December 6, 2006, under the regime of Decree No. 180/2004 of February 13, 2004 and Resolution No. 185/2004 of April 19, 2004, of the former MPFIPyS. Likewise, such resolution instructed Nación Fideicomiso (“NAFISA”) and TGN, as trustees, respectively, of the “Northern Work Trust 2006-2008” and of the “Ampliación Norte 2004-2005 Trust” to consolidate the assets of both, in the “Northern Work Trust 2006-2008,” to continue with the repayment of the contributions and pending investments, without prejudice to the rights of third parties. Also, such resolution instructed NAFISA and us, as trustees, respectively of the “Trust of South Work 2006-2008” and the “Trust Expansion South 2004-2005” to consolidate the assets of both in the “South Work Trust 2006-2008,” which will continue with the repayment of contributions and pending investments, without prejudice to the rights of third parties. Furthermore, the resolution entrusts NAFISA to carry out the residual projects of the “Northern Work Trust 2006-2008” and of the “Southern Work Trust 2006-2008” and to carry out the timely liquidation of the “Ampliación Norte 2004-2005 Trust” and the “Fideicomiso Ampliación Sur 2004-2005,” giving the former Ministry of Energy the appropriate authority in accordance with the provisions of Decree No. 180/2004 and Resolution No. 185/2004.
Additionally, since April 2019, the Government has been developing a regulatory framework to replace the current LNG and liquid fuels imports with nonconventional natural gas from the Vaca Muerta area, which requires to be transported to urban areas. For this purpose, on July 30, 2019, the SHR issued Resolution 437, which includes the rules for a public tender process to grant a new license, including the design and construction of a pipeline, for the operation of a new natural gas transport system, which will be completed in two stages: (i) first, by connecting the area of Tratayén in the Neuquén Province with the area of Salliqueló in the Buenos Aires Province, and (ii) second, by connecting the area of Salliqueló with the city of San Nicolás de los Arroyos in the Buenos Aires Province. The first stage of the project is expected to be working in part within 18 months from the date the license is granted, and should be fully operational within 24 months from the date of the license. The second phase of the project shall be operative within 60 months from the date the license is granted.
The open bidding for this new natural gas transportation license was issued by the SGE on July 30, 2019. On April 2, 2020, the Secretary of Energy postponedextended the openingdeadline to submit the bids until December 30, 2020. 2020 and announced amendments to the bidding terms and conditions.
On December 30, 2020, Resolution 448/20 was published, cancelling such public bidding. The Undersecretary of Hydrocarbons has been instructed to evaluate other alternatives for the construction of a new gas pipeline and/or the expansion of transportation capacities.
As of the date of the issuance of this Annual Report we are currently analyzing our participation in it.there were no new development regarding this new natural gas pipeline tender process.
Customers and Marketing
Our principal service area is the greater Buenos Aires region in central-eastern Argentina. We also serve the more rural provinces of western and southern Argentina. As of December 31, 2019,2020, our service area contains 6.2 million end users, including 4.1 million customers in the greater Buenos Aires area. Direct service to residential, commercial, industrial and electric power generation end users is mostly provided by four gas distribution companies in the area, all of which are connected to our pipeline system: Metrogas S.A., Naturgy Argentina S.A., Camuzzi Gas Pampeana S.A. and Camuzzi Gas del Sur S.A. These natural gas distribution companies serve, in the aggregate, 68.0%69.7% of the natural gas distribution market in Argentina. The other five Argentine distribution companies are located in and serve northern Argentina and are not connected directly to our pipeline system.
The table below contains certain information for 2019,the year ended December 31, 2020, as it relates to the distribution companies that are connected to our pipeline system:
Company | Annual deliveries (Bcf) | Volume of market served (in %) | No. of end users (in millions) | Deliveries received from us (in %) | ||||||||||||
Metrogas (1) | 217.6 | 21.0 | % | 2.4 | 87 | % | ||||||||||
Camuzzi Pampeana (1) | 227.0 | 22.0 | % | 1.4 | 95 | % | ||||||||||
| Camuzzi Sur | 167.0 | 16.2 | % | 0.7 | 100 | % | ||||||||||
Naturgy Argentina (1) | 109.1 | 10.6 | % | 1.7 | 67 | % | ||||||||||
69.7 | % | 6.2 | ||||||||||||||
| Company | Annual deliveries (Bcf) | Volume of market served (in %) | No. of end- users (in millions) | Deliveries received from us (in %) | ||||||||||||
Metrogas (1) | 245.4 | 22.6 | % | 2.4 | 87 | % | ||||||||||
Camuzzi Pampeana (1) | 208.0 | 19.1 | % | 1.4 | 96 | % | ||||||||||
| Camuzzi Sur | 165.8 | 15.2 | % | 0.7 | 100 | % | ||||||||||
Naturgy Argentina (1) | 120.4 | 11.1 | % | 1.7 | 62 | % | ||||||||||
| 68.0 | % | 6.2 | ||||||||||||||
(1) | Also connected to the TGN system. |
Source: ENARGAS
The firm average contracted capacity for our four largest distribution customers, Pampa Energía and for all other customers, as a group, as of December 31, 2020, 2019 2018 and 2017,2018, together with the corresponding net revenues derived from natural gas firm transportation services during such years and the net revenues derived from interruptible services during such years are set forth below:
| For the years ended December 31, | For the years ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||||||||||||||||
Average firm contracted capacity (MMcf/d) | Net revenues (millions of pesos) | Average firm contracted capacity (MMcf/d) | Net revenues (millions of pesos) | Average firm contracted capacity (MMcf/d) | Net revenues (millions of pesos) | Average firm contracted capacity (MMcf/d) | Net revenues (millions of pesos) | Average firm contracted capacity (MMcf/d) | Net revenues (millions of pesos) | Average firm contracted capacity (MMcf/d) | Net revenues (millions of pesos) | |||||||||||||||||||||||||||||||||||||
| Firm: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Metrogas | 590 | 5,847.3 | 590 | 5,991.0 | 590 | 2,942.4 | 590 | 5,889 | 590 | 7,960 | 590 | 8,156 | ||||||||||||||||||||||||||||||||||||
| Camuzzi Pampeana | 558 | 4,277.3 | 558 | 4,365.8 | 558 | 2,129.7 | 558 | 4,306 | 558 | 5,823 | 558 | 5,944 | ||||||||||||||||||||||||||||||||||||
| Naturgy Argentina… | 417 | 3,484.0 | 417 | 3,574.9 | 364 | 1,553.6 | ||||||||||||||||||||||||||||||||||||||||||
| Naturgy Argentina | 417 | 3,510 | 417 | 4,743 | 417 | 4,867 | ||||||||||||||||||||||||||||||||||||||||||
| Camuzzi Sur | 388 | 878.0 | 388 | 895.6 | 388 | 443.3 | 388 | 883 | 388 | 1,195 | 388 | 1,219 | ||||||||||||||||||||||||||||||||||||
| Pampa Energía | 162 | 792.9 | 92 | 652.6 | 49 | 51.4 | 152 | 895 | 162 | 1,079 | 92 | 888 | ||||||||||||||||||||||||||||||||||||
| Others | 802 | 3,241.7 | 840 | 3,354.9 | 844 | 1,851.0 | 809 | 3,604 | 802 | 4,415 | 840 | 4,567 | ||||||||||||||||||||||||||||||||||||
| Total firm | 2,917 | 18,521.2 | 2,885.0 | 18,834.8 | 2,793 | 8,971.4 | 2,914 | 19,087 | 2,917 | 25,215 | 2,885 | 25,641 | ||||||||||||||||||||||||||||||||||||
Interruptible and others: | - | 4,099.2 | - | 4,950.9 | - | 2,498.4 | ||||||||||||||||||||||||||||||||||||||||||
Interruptible and others: | - | 4,415 | - | 5,581 | - | 6,740 | ||||||||||||||||||||||||||||||||||||||||||
| Total | 2,917 | 22,620.4 | 2,885.0 | 23,785.7 | 2,793 | 11,469.8 | 2,914 | 23,502 | 2,917 | 30,796 | 2,885 | 32,381 | ||||||||||||||||||||||||||||||||||||
We play a leading role in the natural gas industry in Argentina and satisfy 68108 direct customers and 6.2 million indirect customers.customers for the year ended December 31, 2020.
In 2020, despite the adverse context in which we operated our business, we were able to sign 93 new contracts, 46 for interchange and displacement services and 47 for interruptible transportation services. The graph below shows a breakdown of the total firm capacity hired as of December 31, 20192020 per type of client:
Pipeline Operations
Pipeline Deliveries. The following table sets forth our average daily natural gas firm and interruptible transportation deliveries for 2020, 2019 2018 and 2017:2018:
For the year ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
| Firm: | Average daily deliveries (MMcf/d) | Average daily deliveries (MMcf/d) | Average daily deliveries (MMcf/d) | |||||||||
| Metrogas | 427 | 494 | 487 | |||||||||
| Camuzzi Pampeana | 328 | 350 | 371 | |||||||||
| Camuzzi Sur | 240 | 233 | 244 | |||||||||
| Naturgy Argentina | 215 | 240 | 223 | |||||||||
| Others | 544 | 547 | 569 | |||||||||
| Subtotal firm | 1,755 | 1,864 | 1,893 | |||||||||
| Subtotal interruptible | 512 | 498 | 569 | |||||||||
| Total | 2,267 | 2,362 | 2,462 | |||||||||
Average annual load factor (1) | 78 | % | 81 | % | 85 | % | ||||||
Average winter heating season load factor (1) | 86 | % | 90 | % | 98 | % | ||||||
| For the year ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Firm: | Average daily deliveries (MMcf/d) | Average daily deliveries (MMcf/d) | Average daily deliveries (MMcf/d) | |||||||||
| Metrogas | 494 | 487 | 533 | |||||||||
| Camuzzi Pampeana | 350 | 371 | 378 | |||||||||
| Camuzzi Sur | 233 | 244 | 247 | |||||||||
| Naturgy Argentina | 240 | 223 | 208 | |||||||||
| Others | 547 | 569 | 512 | |||||||||
| Subtotal firm | 1,864 | 1,893 | 1,879 | |||||||||
| Subtotal interruptible | 498 | 569 | 448 | |||||||||
| Total | 2,362 | 2,462 | 2,327 | |||||||||
Average annual load factor (1) | 81 | % | 85 | % | 83 | % | ||||||
Average winter heating season load factor (1) | 90 | % | 98 | % | 90 | % | ||||||
(1) | Average daily deliveries for the period divided by average daily firm contracted capacity for the period, expressed as a percentage. |
Natural gas’gas daily average injection to the pipeline system operated by us amounted to 2,605 MMcf/d, 6% higher2,408 MMcf /d in 2020, 8% lower than the average 2,4622,605 MMcf/d injected in 2018.2019. In 2019, our effective administration2020. This was due to declines in reservoir production in all basins.
The chart below shows the evolution of average daily injections during 2019.main operating data for the natural gas transportation segment.
Natural Gas Transportation System Improvements. In 2020, 2019 2018 and 2017,2018, we made capital expenditures aimed at the enhancement of our natural gas transportation system’s safety and reliability in the aggregate amount of Ps. 5,847.1Ps.7,148 million. We operate our pipeline system and the pipeline constructed pursuant to the Gas Trust in accordance with Argentine natural gas transmission safety regulations, which are substantially similar to U.S. federal regulations. Based on the pipeline inspection reports we have received to date and the current operation of the pipeline system, we do not foresee any significant safety risks. In order to identify changes in the safety regulations that our pipeline system has to comply with, we conduct inspections for the purpose of detecting increases in the population density in the areas through which our pipeline system extends. Changes in population densities may require us to increase safety measures in certain sections of the system.
The “greater” Buenos Aires area comprises the City of Buenos Aires and its surrounding area. One end of our natural gas transportation system (the “Buenos Aires ring”) is located in the greater Buenos Aires area, where we transfer natural gas for further delivery to major natural gas distribution companies.
Actions Taken During the COVID Emergency. To guarantee the reliability of the transportation system and the safety and health of our workforce and customers during the COVID emergency, a reliability strategy was implemented, focusing on critical maintenance tasks for the system, supported by planning process, training and raising hygiene awareness and implemented protocols to prevent the spreading of the COVID, which allowed us to achieve compliance with the plans on time, without major incidents and overcoming emerging obstacles.
We considered technical, logistical, operational and occupational safety and health prevention aspects in the operation and maintenance activities have allowed us to:
protect the health and safety of operating personnel;
ensure operational continuity in the event of contagion of key personnel;
ensure the proper functioning of equipment and facilities;
guarantee the quality of services to internal and external clients;
identify additional actions to be taken during and after an emergency; and
maintain fluid communication and monitoring of personnel and their condition.
Likewise, and within the framework of this emergency, we optimized capital investments and operating expenses, without affecting the safety and reliability tasks that allow us to operate the gas pipeline system in accordance with current regulations.
System Improvements. In 2020, 2019 and 2018, our pipeline system satisfactorily met the demands generated by the winter season and the requirements of ENARGAS. To that effect, we carried out several maintenances, prevention and inspection works.
We conducted integrity assessment tasks, such as in-line inspections along 218 miles and direct assessment through Close Interval Survey (CIS) and Direct Current Voltage Gradient Survey (DCVG) techniques (sections with no scraper traps) over 105 miles of pipelines. These tasks have been conducted to identify, assess and control threats to the integrity of our pipelines, such as external and internal corrosion, geometrical defects, manufacture and/or construction anomalies, and coating failures, among others.
With reference to our recoating program, in 2020 we successfully concluded 15 miles of recoating replacement works, distributed 9 miles in the Neuba I Gas Pipeline between Barrosa and Roca, 6 miles in the General San Martín Gas Pipeline, over the discharge of the Piedrabuena Compressor Plant, and in the river crossing in Río Seco, following safety protocols in view of the presence of explosive material from the construction period. This program, being the most relevant of the works involved in the RTI was the most important ever faced by us not only because of its economic scope but also due to the technical deployment it entails along three times as many kilometers as the average programs carried out over the last five years.
Moreover, in these works we have continued performing nondestructive testing (NDT) such as magnetic particles and ultrasound testing for the identification of manufactured anomalies in girth and seam welds and Stress Corrosion Cracking (“SCC”) in the body of the pipeline, by means of which we have been able to detect severe anomalies that could be removed through 66 pipe replacements.
As part of the SCC evaluation and mitigation plan, an internal inspection plan was carried out with "EMAT" technology to detect crack colonies. To date, 46 miles of the Buenos Aires Ring Pipeline have been completed. A work was carried out for which there are very few references in the world, the internal inspection with ultrasound tool (UTCD) in liquid pothole in 67 miles of the San Martín gas pipeline in the discharge of PC San Julián. This is the first time this type of inspection is carried out in Latin America. This innovative operation allowed complementing EMAT technology, maximizing the capacity of detection of cracks by SCC and rehabilitation of the 67 miles of pipeline.
In 2020 we replace of more than 257 meters of pipeline with TECOM in the Neuba I pipeline, at the Cerri discharge, to mitigate SCC cracks identified by the EMAT tool.
On the other hand, based on the analysis and planning carried out by the pipeline integrity team, a campaign was carried out to evaluate 94 defects due to external corrosion, geometric defects, anomalies in longitudinal seam weld and girth weld, which required immediate repair through the installation of 8 sleeves and 479 meters of pipe replacement.
With respect to the cathodic protection system, in order to mitigate the advance of corrosion and increase the reliability of the system, the system was reinforced with the installation of four new pieces units, the installation of 16 anode reinforcements and the renovation of three installations that were obsolete. These measures were reinforced with the execution of the remote equipment monitoring plan, for which radio equipment was upgraded in 11 cathodic protection facilities.
Regarding the Buenos Aires ring gas pipeline, being this an area with a high population concentration in the system, and in order to minimize the risks inherent in this segment of the gas pipeline system, we continued with the implementation of works to mitigate the risk of damage by third parties. Thus, the signage of the facilities has been reinforced along the entire pipeline system in populated areas, among others. In addition, virtual and remote damage prevention activities were carried out in sensitive areas of the system, such as radio broadcasting, media and networks for the general public, as well as virtual meetings with municipalities and soil movement and service companies, in order to raise awareness of the risks associated with gas pipelines and how to prevent them.
Alluvial repair works have been carried out in the gas pipelines. These tasks are intended to mitigate and remedy the effects of external forces, such as heavy rains, which erode and leave exposed pipe segments. Thus, works have been carried out to recover the pipeline cover of the interconnection gas pipeline in Loma La Lata, mitigating the risk of exposure and damage to the facilities.
During 2020, and in spite of the COVID, we have successfully carried out the winter maintenance plan, which allows us to guarantee the safe and reliable operation of the gas pipeline system.
Works were carried out in the compressor plants of Moy Aike and Magallanes, giving more flexibility to the operation of the system, avoiding the shutdown of turbo-compressors when their use is not required for short periods of time.
Also, scrapers launching and receiving traps were installed to carry out the maintenance and internal cleaning of gas pipeline sections, as well as the passage of Smart Pigs to detect the state of integrity of each section. This task was carried out both in the Province of Buenos Aires and in loops to the Neuba II trunk line and in the General Cerri - Las Heras section.
Work was carried out to improve the F&G (Fire and Gas) systems of the turbocompressor huts outdoor enclousures at the Bosque Petrificado Plant, bringing them up to NFPA (National Fire Protection Association) standards, and reporting their tripping to the plant control room and through the SADYC -data acquisition and control system- to the Cerri node. Also, a blocking and venting system was incorporated to the fuel gas line in case of system tripping.
In the Indio Rico compressor plant, we changed the control system of the two turbo compressors, whose components were in obsolescence period and made maintenance tasks difficult, thus increasing the reliability of the operation. This same task has been carried out at other points of the system, which has allowed us to modernize the control system used.
We have also carried out works in both the Confluencia and Magallanes compressor plants, changing certain components and making adaptations to the system to allow safer and uninterrupted operation.
Improvements were also made to the transportation measurement systems, installing clamp-on measurement systems directly on the gas pipelines, when previously the measurement was located inside the Compressor Plant. These works were carried out at PC Magallanes, Dolavon and Manantiales Behr. Improvements were also made in the metering stations located in the Buenos Aires ring. These works were carried out in Las Heras, Ezeiza and Gutiérrez.
Finally, the operation of the system during 2020, despite the COVID, was satisfactorily carried out with no interruptions in the service. There has only been one leak on the interconnection gas pipeline Neuba I - Huincul Senillosa 16", in the Province of Neuquén, which did not cause any interruption in the service provided. As a result, there were no victims or significant damages.
During 2019, we experienced two pipeline failures, one in the General San Martín pipeline — pipeline—between the San Julián and Río Seco compressor plants, in the Province of Santa Cruz and one event caused by third parties in the Cordillerano pipeline—between the Plaza Huincul and Picún Leufú compressor plants. Neither of such failures resulted in material service interruptions, significant damages, or casualties. Despite such incidents, our pipeline system met the natural gas dispatch demand and was in accordance with the requirements of ENARGAS and other relevant authorities. Except for the rupture described above, there was no any other major safety related incident in our system in 2019.
Pipeline Expansions. In light of the lack of expansion of the natural gas transportation system and of growing natural gas demand in all segments of the Argentine economy, the Government established in April 2004, through Decree No. 180/04, the framework to create the Gas Trusts to support investments in the natural gas transportation and distribution systems. In addition, Resolution No. 185/04 issued by MPFIPyS sets the specific guidelines to develop such expansions under the framework of Decree No. 180/04. These vehicles enabled the financing of the expansion works mentioned below.
In 2005, the first Gas Trust was constituted to carry out the first expansion (the “First Expansion”). The First Expansion, completed in August 2005, was achieved through the construction of approximately 316 miles of pipeline and a compression capacity increase of 30,000 HP through the construction of a new compressor plant and the revamping of some existing units. The Gas Trust invested U.S.$311 million, which was repaid by applying 20% of the revenues generated by the additional firm contracted capacity plus a surcharge, which is ultimately paid by industries, power plants and compressed natural gas (“CNG”) suppliers for whom gas transportation supply is made under firm contracts. We invested U.S.$40 million in the First Expansion (including Value Added Tax (“VAT”) in the amount of U.S.$7 million), which was recovered through our right to collect 80% of the revenues obtained from the additional transportation capacity based on our current tariff rate (but not to the extent of certain increased rates that may apply in the future).
In addition, in April 2006, the MPFIPyS, the Federal Energy Bureau and natural gas transporters, among others, signed a letter of intent to carry out the Second Expansion (the “Second Expansion”) which is significantly larger than the First Expansion. The Second Expansion increased the aggregate transportation capacity of our system by 378 MMcf/d. It involved the installation of over 708 miles of pipeline loops and 196,800 HP of additional power and the construction of a new pipeline in the Magellan Strait (the “New Magellan Strait Pipeline”), which permits the transportation of additional natural gas from the Austral basin. The New Magellan Strait Pipeline was completed in March 2010 and is 24 miles long.
Ownership of the works of the Second Expansion is vested in NAFISA and the investment is financed by other gas trust funds whose trustors are the natural gas producers and the shippers that have subscribed to the additional capacity. The works are being repaid with a new tariff charge that will ultimately be paid by the business and industrial users with firm transportation contracts, and not by the residential users. In addition, as the assets related to the Second Expansion become operational, we are in charge of their operation and maintenance (together with the assets related to the First Expansion) through an operation and maintenance agreement and the rendering of natural gas firm transportation services. In order to compensate us for the operation and maintenance services provided with respect to the incremental transportation capacity associated with the expansions carried out by the Gas Trusts and us since 2006, we are paid a monthly CAU, which currently is lower than the transportation tariff. The CAU has resulted in increased fees and revenues in our Natural Gas Transportation segment as the expansion works have become operational.
In May 2011, we received debt securities (valores representativos de deuda) from the Gas Trust, issued February 2010, which canceled the account receivable related to services rendered for the 247 MMcf/d expansion works of the Second Expansion. These debt securities were issued in an aggregate principal amount of Ps. 48.1Ps.48.1 million, amortize principal in 85 consecutive equal monthly installments, and bear interest at the Coeficiente de Estabilización de Referencia established by Decree No. 214/2002 (“CER”), or Reference Stabilization Ratio as published by the BCRA, plus a fixed spread of 8% from their date of issue.
In October 2011, we, the Federal Energy Bureau and the trustee of the second Gas Trust agreed on the terms and conditions under which we manage the operation of the assets associated with the Second Expansion. As compensation for these additional services, we received a total of Ps. 37Ps.37 million (not adjusted for inflation) for the 131 MMcf/d expansion works remaining to complete the Second Expansion, in addition to the debt securities received in May 2011. The amendment agreement provided for an advance payment equal to 20% of the total remuneration, which was paid, 10% in cash and 90% in the form of additional debt securities from the Gas Trust. Those debt securities valued at Ps. 8.7 million (including accrued interest) as of December 31, 2019, are recorded in the “Other financial assets at amortized cost” caption in our Financial Statements. The securities are being amortized in 96 monthly, consecutive equal installments and bear interest at CER plus a fixed spread of 8% from their date of issue.
On July 20, 2016, NAFISA notified us of the former Ministry of Energy’s decision to suspend works for the Second Expansion. We took measures for the collection of the amounts owed by NAFISA to us. Subsequently, on February 2017, NAFISA resumed repayment of the promissory notes it issued to us evidencing NAFISA’s payment obligations to us for the work we completed on the Second Expansion. During 20182020 and 2019, we did not have significant delays in the collection of these credits.
Technical Assistance Services Agreement. As part of its bid to purchase a 70% interest in us from the Government, CIESA was required to have an investor-company with experience in natural gas transmission that would serve as our technical operator. In late 1992, we entered into a Technical Assistance Agreement with PEPCA (the “Technical Assistance Agreement”), an indirect, majority-owned subsidiary of Enron Corp. (“Enron”). The term of the Technical Assistance Agreement was for eight years from December 28, 1992, renewable automatically upon expiration for an additional eight-year term, and was assigned to Petrobras Argentina S.A. (“Petrobras Argentina”) as part of a master settlement agreement. Since July 2004, Petrobras Argentina was our technical operator and was in charge of providing assistance related to, among others, the operation and maintenance of the natural gas transportation system and related facilities and equipment in order to ensure that the performance of the system is in conformity with international natural gas transportation industry standards and in compliance with certain Argentine environmental standards.
On July 27, 2016, Petrobras Argentina was acquired by Pampa Energía. For further information, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
With the prior approval of ENARGAS and our Board of Directors, in December 2017, we and Pampa Energía agreed to a technical, financial and operational assistance service agreement (the “SATFO”“SATFO”) for a three-year term, expiring on December 28, 2020.term. The SATFO substantially contains the same terms as the Technical Assistance Agreement, as amended. However, the scope of the contract was extended to include a greater number of services that Pampa Energía must render us. Any amendment, assignment or even termination of the SATFO has to be authorized by ENARGAS. Pursuant to the SATFO, the currency for the technical assistance fee paid to Pampa Energía is U.S. dollars. TheOur Audit Committee also expressedanalyzed the SATFO and concluded that its favorable opinion to such proposal, as required by the Capital Markets Law, because Pampa Energíaprice is a related party.
on market terms.The SATFO sets out the services to be provided by Pampa Energía to us, at the request of our Chief Executive Officer. Between December 2017 and October 2019 we received from Pampa Energía technical, financial and operational assistance and we paid a monthly fee for such services in monthly basis, an annual fee in amounts equal to the greater of (i) U.S.$3 million and (ii) an amount equal to 7% of the difference between our net income before interests and income taxes of the most recently ended twelve-month period and U.S.$3 million.
The services provided by Pampa Energía to us under the SATFO include assisting us in the following matters to the extent that they arise in the ordinary course of business: (i) replacement, repair and renovation of facilities and equipment to ensure that the performance of the system is in accordance with international gas transportation industry standards; (ii) preparation of performance evaluations, operating cost analysis, construction assessments and advice related to budget control; (iii) advice regarding safety, reliability and efficiency of system operation and gas industry services; (iv) advice regarding compliance with applicable laws and regulations relating to safety and industrial hygiene, pollution and environmental protection of the system; (v) routine and preventive maintenance of the system; (vi) staff training; (vii) design and implementation of the necessary procedures to provide with the aforementioned services; (viii) financial and insurance advice; (ix) advice on operational improvements such as risk analysis, generation and commercialization of electric energy, operative management of the “midstream,” human resources management, and legal and supply management; (x) advice on non-regulated businesses such as midstream, electric, petrochemical, processing, and construction, among others; and (xi) design and implementation of all major aspects of natural gas transportation and liquids production, as well as administrative information and control system to adequately inform our management group.
Our Board of Directors, at its meeting held on September 17, 2019, approved a proposal for Pampa Energía, as technical operator of the SATFO, for a significant reduction in the compensation it receives under the SATFO. The General and Special Shareholders Meeting held on October 17, 2019 ratified such proposal. The Audit Committee also expressed its favorable opinion to such proposal, as required by the Capital Markets Law, because Pampa Energía is aour related party.
According to such amendment, we extended the term of the SATFO until December 27, 2024 (automatically renewable for three more years), and replaced the provisions relating to the calculation of the fee payable to Pampa Energía. Pursuant to the amended SATFO, we will paythe monthly fee payable to Pampa Energía in monthly basis, an annual feeshall be equal to the greater of: (i) U.S.$0.5 million and (ii) an amount equal to the percentage specified below for the corresponding period applied to the difference between our net income before interests and income taxes of the most recently ended twelve-month period and U.S.$0.5 million:period:
From 12/28/2019 to 12/27/2020: 6.5%
From 12/28/2020 to 12/27/2021: 6%
From 12/28/2021 to 12/27/2022: 5.5%
From 12/28/2022 to 12/27/2023: 5%
From 12/28/2023 to 12/27/2024 and onwards: 4.5%.
For the year ended December 31, 2020, we recorded a charge of Ps. 1,430 million for services rendered by Pampa Energía pursuant to the amended SATFO.
The Argentine Natural Gas Industry
Historical Background. Prior to the privatization of GdE, the Argentine natural gas industry was effectively controlled by the Government.
In 1992, the Natural Gas Law was passed providing for the privatization of GdE. The Natural Gas Law and the related decrees provided for, among other things, the transfer of substantially all of the assets of GdE to two natural gas transportation companies and eight distribution companies. Currently there are nine authorized companies to distribute natural gas in Argentina. The ninth concession was added in 1998 and covers the Mesopotamian provinces, Formosa, Chaco, Entre Rios and Misiones which previously had no network for natural gas service. The license for the Mesopotamian region was awarded to GasNea.GasNea S.A. The transportation assets were divided into two systems on a broadly geographical basis, the northern and southern trunk pipeline systems, designed to give both systems access to natural gas sources and to main centers of demand, including the greater Buenos Aires area. As a result of the division, our natural gas transportation system is connected to the two natural gas distribution systems serving the greater Buenos Aires area, one serving Buenos Aires Province (excluding the greater Buenos Aires area and the northeast of this province) and one serving southern Argentina. TGN is connected to five distribution systems serving northern Argentina. TGN is also connected to the natural gas distribution systems serving the greater Buenos Aires area and, to a limited extent, the natural gas distribution system serving Buenos Aires Province (excluding the greater Buenos Aires area). In the two instances where we are directly connected to a natural gas distribution system with TGN, we are the principal supplier of natural gas transportation services.
The Natural Gas Law and the related decrees granted each privatized natural gas transportation company a license to operate the transferred assets, established a regulatory framework for the privatized industry based on open, non-discriminatory access, and created ENARGAS to regulate the transportation, distribution, marketing and storage of natural gas. The Natural Gas Law also provided for the regulation of wellhead gas prices in Argentina for an interim period. Prior to deregulation, the regulated price was set at U.S.$0.97 per million British thermal units (“MMBtu”) at the wellhead, which had been the regulated price since 1991. Pursuant to Presidential Decree No. 2,731/93, gas prices at the wellhead were deregulated as of January 1, 1994 and, from that date until the year 2002, the average price of gas increased.
In spite of the devaluation of the peso in 2002, increases in wellhead natural gas prices were limited until 2004. From May 2004 until August 2005, wellhead gas prices increased in a range from 105% to 180% (depending on the gas basins) for power plants, industries and large businesses. These adjustments were complemented by lower increases in the price of natural gas for CNG vehicles.
In October 2008, the former Federal Energy Bureau through Resolution No. 1,070/2008 increased natural gas at the wellhead for residential, CNG and power station users. According to this resolution, natural gas producers agreed to transfer all of the increase in prices actually received less certain deductible amounts to a trust fund established by Law No. 26,020, to allow low-income consumers with no access to natural gas to buy LPG at a subsidized price (the “Stabilization Agreement”). With Resolution No. 73/2015, the Federal Energy Bureau, under Decree No. 470/2015, ordered the termination of the trust approved by Resolution No. 1,080/2008 with effect from April 1, 2015. Through the Stabilization Agreement, we agreed to supply LPG fractionation companies at a reference price, which is substantially below market prices, certain volumes of LPG, which are determined by the SHR. As compensation, we received a fixed fee determined by the SHR.
In recent years, the Argentine natural gas industry has experienced rising demand, decreased supply, and lower investment in exploration, production, transportation and distribution of natural gas as a result of economic factors, including the economic recovery of many industries and GDP growth since 2003, and government restrictions on increases in the wellhead price of natural gas and in the transportation and distribution tariffs.
In order to address these factors, the Government implemented a set of measures designed to address the combination of rising demand and lower investment in exploration, production, transportation and distribution of natural gas, including, among others:
creation of Integración Energética Argentina S.A. (“IEASA,” formerly ENARSA) in 2004 for the purposes of restoring levels of reserves, production and supply of natural gas and meeting the infrastructure needs of the natural gas transportation and electricity industries;
creation of the Gas Plus Program (the “Gas Plus Program”) in 2008, which aims to encourage producers to make further investments in natural gas infrastructure by allowing them to sell the resulting production of natural gas from new fields and fields that require more expensive extraction techniques at higher prices than the current authorized prices. In 2010, the Government increased the price paid to natural gas producers who invest in new fields, shale and tight natural gas under the Gas Plus Program;
hiring of two re-gasifying LNG tankers through IEASA, in Bahía Blanca (2008) and Escobar (2011), to inject natural gas into the pipeline. The tanker located at Bahía Blanca, which was retired in November 2018, was connected to our pipeline, and the tanker at Escobar is connected to TGN’s pipeline;
establishment of a framework for the constitution of Gas Trusts to finance natural gas pipeline expansions;
the passage of Law No. 26,741, which declares that hydrocarbons self-sufficiency, as well as their production, industrialization, transport and marketing, are activities of public interest and primary goals of Argentina, empowering the Government to take the necessary measures to achieve such goals;
creation of trust funds (Resolution No. 185/04 of the former MPFIPyS) in order to finance infrastructure works in transportation and distribution of natural gas;
importation of natural gas from Bolivia and Chile, which has increased significantly over the past two years;
importation of liquiefied natural gas (“LNG”) through vessels;
creation of tariff charges to be paid by all consumers other than residential consumers in order to finance natural gas and electricity expansions and the import of natural gas; and
under Law No. 26,741, a stimulus program was created to encourage new investments in exploration and exploitation.
the establishment of the 2020-2024 natural gas scheme through the Plan Gas.Ar.
On March 31, 2014, the Federal Energy Bureau issued Resolution No. 226/2014 to implement a program for the rational use of natural gas. This Resolution provides a new tariff scheme based on cubic meter consumption and the basin or region of the country. The program encourages a reduction in consumption by providing different prices for those commercial and residential users that effectively reduce consumption.
By Decree No. 272/2015 of the Executive Branch, dated December 29, 2015, the Argentine Hydrocarbon Investments Planning and Coordination Commission (Comisión de Planificación y Coordinación Estratégica del Plan Nacional de Inversiones Hidrocarburíferas) was dissolved and the functions and powers of federal jurisdiction were transferred to the former Ministry of Energy. Meanwhile the provincial authorities preserve the powers that correspond to their jurisdictions.
the completion of the RTI processes were prioritized to provide a framework of certainty to the operation of public utility companies;
the Ministry of Energy and the Unidad de Renegociación y Análisis de Contratos de Servicios Públicos (“UNIREN”) were reorganized in order to streamline the aforementioned efforts; and
the increase of the prices of natural gas at the supply point ((“PIST“PIST””) and the tariffs of the public transport and distribution of natural gas service have been propitiated in order to correct the deterioration in the supply of this fluid and to reduce the burden that the public subsidies have on the national budget.
During 2016, the Ministry of Energy issued Resolutions 28 and 31. These resolutions (i) increased the PIST and the tariffs for the transportation and distribution of natural gas, and (ii) instructed ENARGAS to carry out the RTI process. The new prices have been in effect since April 1, 2016. Resolution 28 also established a social tariff regime to subsidize tariffs for the poverty-stricken sectors of the community. The beneficiaries under this regime must register with the Government and meet certain criteria established by the Ministry of Energy.
In addition, on March 30, 2017, the Ministry of Energy enacted Resolution No. 74/2017 (“Resolution 74”), which increased the price of the natural gas consumed by power plants starting on April 1, 2017.
These resolutions were subject to several legal actions questioning their validity, and on August 18, 2016, the National Supreme Court of Justice (hereinafter, the “Supreme Court”) issued a decision (i) requiring compulsory public hearings prior to the establishment of new natural gas transportation and distribution tariffs, (ii) requiring compulsory public hearings prior to the establishment of a new point-of-injection gas price, and (iii) invalidating Resolutions 28 and 31 with respect to residential users, for whom the tariffs effective as of March 31, 2016, were required to be restored.
On August 19, 2016, ENARGAS issued Resolution No. 3,953/2016, mandating the holding of the required public hearing, which was held from September 16 to 18 of 2016 (“September 2016 Public Hearing”) to consider the following: (i) determination of the new PIST price (ii) establishment of the transitory tariffs for transportation and distribution of natural gas, to be effective until new tariffs are set by the RTI process, (iii) establishment of new prices for the distribution of undiluted propane gas through networks (“Propane for Networks Agreement”) and (iv) rate adjustments to be implemented in April and October of each year.
After the September 2016 Public Hearing, the Ministry of Energy issued Resolution No. 212 – E/2016 through which, among other things:
fixes the natural gas prices in PIST;
provides that the total amount of natural gas prices in PIST shall not exceed certain limits according to the type of customer;
maintains the social tariff for the protection of the most vulnerable sectors;
establishes the new propane prices for the distribution of undiluted Propane for Networks Agreement,propane gas through networks, settling at Ps. 800/Ps.800/Tn for residential users and general service P1 and P2, and Ps. 2,100/Ps.2,100/Tn for general service P3 users; and
provides that adjustments will be implemented in the months of April and October of each year, until the total elimination of the subsidies, at which time PIST will be freely determined by the market.
In January 2017, the Government announced the implementation of certain benefits in order to increase oil and natural gas production. This announcement is aimed at attracting local and foreign investments with an emphasis in the Vaca Muerta formation of the Neuquina basin. The announcements included:
an agreement with unions to amend current existing collective bargaining agreements for the sector;
the elimination of the obligation of repatriation of funds due to oil and gas exports currently regulated by Decree No. 1,722/11; and
the creation of a program (regulated by Resolution No. 46-E/2017), the Investment in Natural Gas Production from Non-Conventional Reservoirs Stimulus Program, which establishes a support price for the volume of non-conventional natural gas production from concessions located in the Neuquina Basinbasin included in the program. This program, originally scheduled to be effective until December 31, 2021, included a sliding-scale schedule for the minimum price to be paid per MMBtu: U.S.$7.50 for 2018, U.S.$7.00 for 2019, U.S.$6.50 for 2020 and U.S.$6.00 for 2021. In 2019, such program was modified by the Energy Secretary, and such decision of the Government resulted in conflicts between the Government and natural gas producers which led to a sharp decline in the number of investments made by natural gas producers since the second half of 2019.
In November 2017, within the framework of the process of normalization of the energy sector, the former Ministry of Energy held meetings with the natural gas producers, IEASA, and the natural gas distributors to discuss and establish basic conditions that served as a framework for the supply agreements that they celebrated on January 1, 2018.
During 2018, due to the increase in the exchange rate between the peso and the U.S. dollar, natural gas producers and distribution companies began a process of renegotiation of the agreements signed with prices denominated in U.S. dollars, and the Government assumed, as an exceptional measure, the sums owed by the distributors of natural gas to the producers.
On February 11, 2019, the Energy Ministry issued Resolution No. 32/2019 which sets a new mechanism for price competitions for the provision of natural gas that are developed within the framework of the Mercado Eléctrico de Gas S.A. (“MEGSA”) and that will cover the demand for the period from April 1, 2019 to March 31, 2020.
Additionally, the domestic demand for fuels decreased considerably due to the contraction in consumption and the paralysis of the country. Likewise, important restrictions were verified by the main exporting companies as a consequence of the restrictions imposed by the different countries for the unloading of products.
The extension of the current situation will force producers to reduce their production. The production that does not find a buyer must be exported at considerable losses, or stored. All these situations will mean a reduction in the profitability of new and existing projects.
This unprecedented situation will mean a change in the way in which the activity of production and commercialization of natural gas in Argentina will be developed. Since at the date of issuance of this Annual Report it is not possible to estimate the scope and impact of both the events mentioned above and the measures adopted by the government to mitigate this situation, we are unable to ascertain the impact upon the sector at this time.
Natural Gas Demand. Natural gas consumption in Argentina has played a significant role in the energy industry in recent years, reaching more than 50% of total national energy consumption, which is greater than the comparable percentage for worldwide energy consumption. The graphics below illustrate the breakdown of natural gas consumption in Argentina in 20042005 and 20192020 by type of consumer:
Source: ENARGAS
Beginning in 2003, a sharp increase in natural gas demand occurred as a consequence of: (i) the recovery of certain industries in the Argentine economy in 2003, (ii) the 2002 devaluation of the peso as well as the transportation and distribution tariffs and the elimination of both tariff and wellhead gas price adjustments, making this fuel relatively inexpensive for consumers as compared to other types of fuel, the prices of which are affected by inflation, (iii) the growth of GDP between 2003 and 2013 and (iv) the energy policy that seeks to be one of the main producers of natural gas that allows not only to replace the import of natural gas but also to generate the necessary resources for its export. As a result, natural gas became, by far, the cheapest fuel in Argentina and high rates of substitution of natural gas for other fuels in industry, power plants and vehicles have been observed. Likewise, the rising demand for gas has also been based on the recovery of many industrial segments of the Argentine economy, and the lack of availability of natural gas to meet current demand represents a challenge for continued industrial growth at the rates achieved in recent years.
The following table sets forth local natural gas consumption by type of consumer for 2003 and the five consecutive years to 2019,2020, in Bcf:
2003 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||||||||||||||||
Residential (1) | 704.3 | 1,153.8 | 1,030.4 | 1,026.8 | 987.9 | 1,012.5 | ||||||||||||||||||
| Commercial | 98.8 | 132.4 | 123.0 | 121.6 | 140.9 | 106.9 | ||||||||||||||||||
Industries (2) | 1,033.6 | 1,169.2 | 1,210.9 | 1,276.5 | 1,330.6 | 1,234.8 | ||||||||||||||||||
| Power plants | 846.7 | 1,548.3 | 1,671.7 | 1,663.1 | 1,461.5 | 1,375.9 | ||||||||||||||||||
| CNG | 255.4 | 273.5 | 246.9 | 232.3 | 238.2 | 180.8 | ||||||||||||||||||
Others (3) | 37.7 | 46.3 | 43.1 | 41.8 | 41.5 | 30.8 | ||||||||||||||||||
| Total | 2,976.5 | 4,323.4 | 4,326.0 | 4,362.0 | 4,200.5 | 3,941.8 | ||||||||||||||||||
| 2003 | 2015 | 2016 | 2017 | 2018 | 2019 | |||||||||||||||||||
Residential (1) | 704.3 | 1,091.0 | 1,153.8 | 1,030.4 | 1,026.8 | 987.9 | ||||||||||||||||||
| Commercial | 98.8 | 129.1 | 132.4 | 123.0 | 121.6 | 140.9 | ||||||||||||||||||
Industries (2) | 1,033.6 | 1,222.2 | 1,169.2 | 1,210.9 | 1,276.5 | 1,330.6 | ||||||||||||||||||
| Power plants | 846.7 | 1,443.2 | 1,548.3 | 1,671.7 | 1,663.1 | 1,461.5 | ||||||||||||||||||
| CNG | 255.4 | 288.4 | 273.5 | 246.9 | 232.3 | 238.2 | ||||||||||||||||||
Others (3) | 37.7 | 41.7 | 46.3 | 43.1 | 41.8 | 41.5 | ||||||||||||||||||
| Total | 2,976.5 | 4,215.5 | 4,323.4 | 4,326.0 | 4,362.0 | 4,200.5 | ||||||||||||||||||
| (1) | Includes subdistributors. |
| (2) | Includes shrinkage natural gas from the Cerri Complex, which is included in Others. |
| (3) | Includes governmental bodies. |
Source: ENARGAS, based on data from the licensees and off system users.
The demand for natural gas in Argentina is highly seasonal, with natural gas consumption peaks in winter. The source of seasonal changes in demand is primarily residential consumers. In order to bridge the gap between supply and demand, especially with respect to peak-day winter demand, the Government has entered into several natural gas import agreements. The most important agreement was signed with the Bolivian government in June 2006 and amended in May 2010 and July 2012. The agreement provides for the import of natural gas from Bolivia to Argentina to be managed by ENARSA to deal with the decrease in domestic natural gas production and in an effort to maintain supplies at similar levels to the previous years.
Natural gas consumption during the first quarter of 2020 was at similar levels to those of the previous year. The largest differences were recorded in the electricity generation sector, mainly as a result of variations in temperatures and water availability when comparing the same periods of 2019, and to a lesser extent, during the first quarter of 2020 there were even higher exports to Chile. Given the COVID, from the second quarter onwards, the sectors most impacted by the isolation measures were the consumption of compressed natural gas droppedfor vehicles (CNG) and the industrial sector. At the same time, electricity demand from industry and commerce fell during these months (a fall partially cushioned by 3.7% in 2019 comparedhigher residential consumption), added to higher renewable and nuclear generation and the previous year, mainly driven by the slowdownentry of the economic activity in Argentina. The decrease in consumption from power generation plants, resulting from the increase in supply of energy from renewable sources and more efficient thermal power plants, was offsetall these factors, mainly added to a lower availability of gas in the fields, led to a lower consumption of natural gas by higherpower plants -which had to resort to the use of alternative fuels in winter-. Towards the end of 2020, some recovery can be observed in the hardest hit sectors, although we are still below the previous year's records, mainly in exports, which failed to Chile.recover due in part to the drop in natural gas production.
In 2020, natural gas demand decreased with respect to 2019 by 282 MMcf/d, mainly due to the fall in exports, industrial consumption, CNG and power plant consumption (which had to resort to the use of substitute fuels - diesel and fuel oil - due to the lack of sufficient gas availability in the winter).
Gas Supply. There are 24 known sedimentary basins in the country, 12 of which are located entirely onshore, six of which are combined onshore/offshore and eight of which are entirely offshore. Production is concentrated in five basins: NoroesteNorwest in northern Argentina, Neuquén and Cuyo in central Argentina, and Golfo San Jorge and Austral in southern Argentina. In 2019, 46.6%2020, 61% of the natural gas transported by our system originated in the Neuquina basin with the remainder coming primarily from the Austral basin and the re-gasifying LNG tanker located in Bahía Blanca. Our pipeline system is connected to the Neuquina, Austral and San Jorge Gulf basin. We are not connected to the Cuyo or Northwest basin.
The graph below shows the evolution of gross natural gas production from 2009 to 20192020 in MMcf/d:
Source: Secretary of Energy
Set forth in the table below is the location of the principal natural gas producing basins by province, their proved natural gas reserves, reserve life and production as of December 31, 20182019 and 20172018 (the most recent years for which information is available):
Basin | Location by province | Proved Gas Reserves(Bcf)(1)(2) | Production (Bcf) | Reserve Life (years)(3) | ||||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||||||||||||||||
| Neuquina | Neuquén, Río Negro, La Pampa, Mendoza (South) | 8,239.0 | 7,001.2 | 1,085.4 | 1,002.7 | 8 | 7 | |||||||||||||||||||
| Austral | Tierra del Fuego, Santa Cruz (South), and offshore | 1,451.9 | 3,545.9 | 165.3 | 406.9 | 9 | 9 | |||||||||||||||||||
| San Jorge Gulf | Chubut, Santa Cruz (North) | 3,219.3 | 1,496.6 | 425.2 | 174.7 | 8 | 9 | |||||||||||||||||||
| Cuyo | Mendoza (North) | 4.8 | 10.6 | 1.8 | 1.7 | 3 | 6 | |||||||||||||||||||
| Northwest | Salta, Jujuy, Formosa | 388.4 | 452.6 | 65.2 | 74.5 | 6 | 6 | |||||||||||||||||||
| Total | 13,303.3 | 12,506.9 | 1,742.9 | 1,660.5 | 8 | 8 | ||||||||||||||||||||
| Basin | Location by province | Proved Gas Reserves(Bcf)(1)(2) | Production (Bcf) | Reserve Life (years)(3) | ||||||||||||||||||||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||
| Neuquina | Neuquén, Río Negro, La Pampa, Mendoza (south) | 7,001.2 | 5,826.7 | 1,002.7 | 924.4 | 7 | 6 | |||||||||||||||||||
| Austral | Tierra del Fuego, Santa Cruz (south), and offshore | 3,545.9 | 3,871.8 | 406.9 | 377.2 | 9 | 11 | |||||||||||||||||||
| San Jorge Gulf | Chubut, Santa Cruz (north) | 1,496.6 | 1,501.9 | 174.7 | 188.9 | 9 | 8 | |||||||||||||||||||
| Cuyo | Mendoza (north) | 10.6 | 8.2 | 1.7 | 1.7 | 6 | 5 | |||||||||||||||||||
| Northwest | Salta, Jujuy, Formosa | 452.6 | 539.6 | 74.5 | 84.8 | 6 | 6 | |||||||||||||||||||
| Total | 12,506.9 | 11,748.2 | 1,660.5 | 1,577.0 | 8 | 7 | ||||||||||||||||||||
| (1) | Estimated as of December 31, |
| (2) | Reserve figures do not include significant reserves located in certain Bolivian basins to which TGN is connected. |
| (3) | Weighted average reserve life for all basins, at the 2018 or 2017 production levels, respectively. |
Source: Ministry of Energy.
In 2020, total natural gas production decreased by 9% with respect to the previous year, from 1,743 Bcf to 1,592 Bcf, the Neuquén basin accounted for more than 70% of the drop. This decrease was mainly attributable to the decrease in production and consumption as a result of the COVID and to the medium/long-term price signals perceived by the producer.
In 2020, YPF continued to be the main producer in Argentina with a 27% market share, followed by Total Austral S.A. with a 26% market share. The graph below shows the market share of the main natural gas operators in Argentina in terms of production for 2020.
Source: Secretary of Energy
In May 2019, as a result of the development of the Vaca Muerta field, Argentina reached its peak natural gas production in the last ten years. In 2019, total natural gas production increased by 5.0% with respect to the previous year, from 1,661 Bcf to 1,743 Bcf. This increase was mainly attributable to non-conventional exploitation (shale + tight) in the Neuquina basin and, to a lesser extent, other developments in the Austral basin. In particular, non-conventional gas showed a significant increase mainly due to the continued positive performance of Tecpetrol S.A. and its development of the Fortín de Piedra fields. Increase in production resulted in a decreased in imports although imports continue representing an important percentage of natural gas.
In 2018, total natural gas production increased by 5.3% with respect to the previous year from 1,577 Bcf to 1,661 Bcf. This increase primarily resulted from the non-conventional exploitation of the Neuquina basin and the offshore production carried out in the Austral basin. In particular, non-conventional gas showed a significant increase mainly due to the positive performance of Tecpetrol S.A. and its development of the Fortín de Piedra field.
In order to increase the existing natural gas reserves from the Neuquina basin, in July 2013, YPF announced the execution of an agreement with Chevron Corporation to develop oil and gas shale deposits in this province. During 2014, YPF continued negotiating with oil companies to reach new partnership agreements that will provide technology and capital resources for the exploitation of new reserves. Many natural gas producers have announced alliances and agreements with international oil and natural gas companies, such as Petronas E&P Argentina S.A. and China Petroleum & Chemical Corporation, in order to eventually collaborate to develop oil-and-gas projects.
In December 2015, YPF and Dow Argentina S.A., a subsidiary of Dow Chemical Co., announced an investment of U.S.$.500500 million in 2016 for shale gas exploration in Argentina. Both companies, which have already invested U.S.$350 million in a joint shale gas venture, said in a statement that total investment could reach U.S.$2.5 billion in coming years. For additional information regarding the development of Vaca Muerta formation, see “-Neuquina—Neuquina Basin” below.
Despite the decrease in natural gas demand caused by the ASPO measures, the drop in production of 388 MMcf/d resulted in an increase in natural gas imports compared to the previous year (67 MMcf/d) and higher consumption of liquids (gasoil and fuel oil) in power plants, especially in the winter months.
Supply from Bolivia –under the framework of the agreement entered by both governments – hit an average of 494.4526 MMcf/d, representing a 14.6% drop compared to32 MMcf/d higher than the volume recorded in 2018.2019. Liquefied natural gas imports (“LNG”) by sea— which is regasified and injected into the natural gas transportation system at the Escobar port located in the Province of Buenos Aires— recorded an average contribution of 183.6198 MMcf/d in 2019.2020. This volume was much lowerhigher than the 346.1166 MMcf/d LNG’s contribution that had been recorded in 2018 from the Escobar and Bahía Blanca terminal. The latter terminal had been closed in late 2018 by the Government in light of expected shale-gas increases in the Neuquina Basin.2019.
Due to the worsening of the macroeconomic conditions in Argentina, on August 15, 2019, the Government issued Decree No. 566/2019, amended by Decree No. 601/2019, which froze fuel prices on the local market for a period of 90 days. As of the date of this Annual Report, we cannot predict the impact that such measures may have over producers and over their completion of projects to develop the exploration and exploitation of nonconventional fields.
Additionally, since April 2019, the Government has been developing a regulatory framework to replace the current LNG and liquid fuels imports with nonconventional natural gas from the Vaca Muerta area, which requires to be transported to urban areas. Under Resolution 82, after several delays, an open bidding to grant a 35-year period license including the construction and operation of a new natural gas pipeline system was launched. For additional information see “Item 4. Our Information. B. Business Overview. Expansions of the system.” On December 30, 2020, the Secretary of Energy enacted Resolution No. 448/20 cancelling the aforementioned tender. The Undersecretary of Hydrocarbons has been instructed to evaluate other alternatives for the construction of a new gas pipeline and/or the expansion of transportation capacities. As of the issuancedate of this Annual Report there were no new development regarding this new natural gas pipeline.
Due to the opencurrent context of the natural gas market (lower production due to the lack of price signals in the medium/long term, lower exports, increased imports and higher consumption of oil derivatives for power plant consumption), the Government established the Plan Gas.Ar. This plan establishes the need to guarantee the supply of natural gas demand while establishing incentives to make immediate investments for the maintenance and/or growth of production in the productive basins, where the producers must commit to achieve a production curve that guarantees the maintenance and/or increase of the current levels.
The program guarantees a mechanism to meet the natural gas needs of priority demand and power plants, allowing exports of unused balances in non-winter period. The program will have a duration of four years and may be extended by the Energy Secretariat based on its evaluation of the situation in the gas market. For offshore projects a term of up to eight years is contemplated due to the particularities of this type of projects.
On December 3, 2020, the first auction was held within the framework of the Plan Gas.Ar in which the government was seeking a base of 2,472 MMcf/d, corresponding to the Neuquén Basin 1,667 MMcf/d, to the Austral Basin 706 MMcf/d and to the Northeast Basin 99 MMcf/d, plus additional volumes in winter. Neuquén-based producers offered 1,743 MMcf/d. From the Austral Basin, bids totaled 653 MMcf/d. The initiative obtained 2,396 MMcf/d, just below the target.
On February 22, 2021, through Resolution No. 129/2021, the Secretary of Energy called for a new bidding within the framework of the Plan Gas.Ar to supply natural gas production for the winter period. Bids were submitted on March 2, 2021 and the awarding ceremony took place on March 10, 2021.
Additionally, and with the same purpose of supplying the winter peak demand, YPF and IEASA launched a bidding process to supply natural gas production for the winter period. IEASA launched a bidding process for the acquisition of an LNG regasification vessel in Bahía Blanca as it has been postponed until December 30, 2020.done in the past. Finally, in April 2021, Excelerate resulted in the awarded company of the above mentioned bidding process.
Neuquina Basin. The largest natural gas basin and the major source of natural gas supply for our system is the Neuquina basin, located in west central Argentina. However, in recent years, its proved natural gas reserves have been decreasing sharply as a result of exploration and exploitation, and new gas reserves have not been found in order to replace the natural gas produced. In December 2010, new non-conventional natural gas was discovered in the Neuquina basin by YPF. This new natural gas reserve is at the early stages of its exploitation, which will require approximately three to four years, and involve high investments and extraction costs.
Since then, the development of non-conventional gas in the Province of Neuquén has played a leading role in the increase in production of natural gas in 2019 by 8.2% and 17.4% comparedgas.
Due to 2018 and 2017, respectively. Tecpetrol S.A. has had a leading rolethe COVID pandemic, production in the Fortín de Piedra area, becomingNeuquina Basin during 2020 was 10% lower than the main producing field inprevious year. This is a variation above the country increasing its natural gas production from an average 1.4 MMcf/d inand 2.3 times higher than that of the beginning of 2018 to an average 14.4 MMcf/d during 2019.second largest basin (Austral).
Until 2019, Argentina and international producers have been actively seeking opportunities to develop the Neuquina basin,basin; however, given the macroeconomic uncertainty in Argentina and the recent measures adopted by the Government towards the end of 2019 and the beginning of 2020 (including the Solidarity Law), the number of perforationsdrillings in the area and production significantly decreased. For example, there were no perforationsdrillings registered in February and March 2020 and production in the Fortin de Piedra area was reduced by 30% between January and December 2019. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina—The impact of reforms and measures taken or to be taken as a result of the change of administration are uncertain.uncertain.”
If brought online, this reserve could potentially help offset the continued decline of the existing production of the Neuquina basin. The TGN system also accesses the Neuquina basin. Of the transported natural gas coming from the Neuquina basin, approximately 51.8%53.5% was transported by us and approximately 48.2%46.5% by TGN for the year ended December 31, 2019.2020.
Austral and San Jorge Basins. Natural gas provided by these basins, located in the southern region of Argentina, was transported mainly by us (Camuzzi Gas del Sur S.A. also transports natural gas through regional pipelines). In the Austral basin, exploration has centered in and around the basin’s existing natural gas fields and on other fields located offshore. The San Jorge basin is primarily an oil-producing basin.
Under the framework enacted by the Government to promote investments after the issuance of Decree No. 929/2013, in 2014, a joint operation was formed by Wintershall Energía S.A., Total Austral S.A. and Pan American Energy LLC Sucursal Argentina for the investment of U.S.$1,000 million in off-shore gas fields (Vega Pleyade) located in the Tierra del Fuego region. In August 2016, the companies started up production at this field which had a production of 73.6 MMcf/d during 2019.
The governments of the provinces on which these basins are located, together with the Government, have taken several measures to develop nonconventional gas and off-shore sites. During May 2019, the Government granted exploration rights to 13 companies over three off-shore basins. Compañía General de Combustibles S.A. is the most relevant player in the Austral basin, with an investment plan of approximately U.S.$1,453 million.
In addition, ENAP Sipetrol Argentina S.A., YPF and ENARSA signed an agreement to explore and develop offshore fields in the continental shelf of Argentina, and on September 5, 2019, SHR issued Resolutions No. 524 and 525, which granted an eight-year exploration permit on off-shore areas to Shell Argentina S.A. and QP Oil and Gas S.A.U.
The map below illustrates the distribution of the gas basins in Argentina:
Regulatory Framework
Industry Structure. The legal framework for the transportation and distribution of natural gas in Argentina is comprised by the Natural Gas Law, Decree No. 1,738/92, other regulatory decrees (primarily Decree No. 2255/92, which includes the Basic Rules for Transportation Licenses and Regulations of the Transportation Services), the Pliego, the transfer agreements and the licenses of the newly privatized companies. The Hydrocarbons Law of Argentina regulates the midstream natural gas industry, under a competitive and partially deregulated system. The Public Emergency Law and related laws and regulations, which are no longer in effect, significantly altered the regulatory regime under which we operated since 2002. Notwithstanding this, in December 2019 the national congress passed the Solidarity Law that introduced certain modifications to the RTI concluded in March 2018 with the issuance of Decree 250. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business.”
Natural gas transportation and distribution companies operate in an “open access,” non-discriminatory environment under which producers and certain third parties, including distributors, are entitled to equal and open access to the transportation pipelines and distribution system in accordance with the Natural Gas Law, applicable regulations and the licenses of the privatized companies. In addition, a regime of concessions under the Hydrocarbons Law of Argentina is available to holders of exploitation concessions to transport their own natural gas production.
The Natural Gas Law prohibits natural gas transportation companies (TGN and us) from also being merchants in natural gas. In addition, (i) natural gas producers, storage companies, distributors, and consumers who contract directly with producers may not own a controlling interest (as defined in the Natural Gas Law) in a transportation company; (ii) natural gas producers, storage companies and transporters may not own a controlling interest in a distribution company; and (iii) merchants in natural gas may not own a controlling interest in a transportation or distribution company.
Contracts between affiliated companies engaged in different stages in the natural gas industry must be approved by ENARGAS, which may reject these contracts if it determines that they were not entered into on an arm’s-length basis.
ENARGAS, which was established by the Natural Gas Law, is an autonomous entity responsible for enforcing the provisions of the Natural Gas Law, the applicable regulations and the licenses of the privatized companies. Under the provisions of the Natural Gas Law, ENARGAS is required to be governed by a board of directors composed of five full-time directors appointed by the Executive Branch subject to confirmation by the Argentine Congress. However, from 2004 to 2007, ENARGAS was governed by three directors who were not confirmed by the Argentine Congress, and, since 2007, ENARGAS has been administered by an intervention inspector appointed by the Executive Branch for consecutive 180-day terms. After several renewals, the Executive Branch extended its intervention of ENARGAS and appointed a subinspector.sub-inspector. Finally, on January 31, 2018, through Decree No. 84/2018, the Executive Branch appointed Mauricio Ezequiel Roitman as ENARGAS President for a period of five years, thus terminating the intervention period. However, the Solidarity Law established a new intervention of ENARGAS. Thus, on March 16, 2020, by means of Executive Order No. 278/2020, Federico Bernal was appointed as intervention inspector for a period of one year. ENARGAS´intervention was extended through Decree 1,020.
ENARGAS has broad authority to regulate the operations of the transportation and distribution companies and has its own budget, which must be included in the Argentine national budget and submitted to the Argentine Congress for approval. ENARGAS is funded primarily by annual control and inspection fees that are levied on regulated entities in an amount equal to the approved budget net of collected penalties, allocated proportionately to each regulated entity based on its respective gross regulated revenues, excluding natural gas purchase and transportation costs in the case of distribution companies. ENARGAS also collects the fines imposed for violations of the Natural Gas Law.
Since 2004, the Government adopted a series of measures to redistribute the effects of the crisis in the energy sector caused by the natural gas shortage. Most of the electrical power stations do not have firm gas supply agreements and have increasingly used imported natural gas or alternative fuels that are more expensive than natural gas produced in Argentina. For this reason, ENARGAS and the Federal Energy Bureau (currently, the SHR) have issued a series of regulations aimed at averting a crisis in the internal system of natural gas supply.
The Executive Branch issued Decree No. 181/04, directing the Federal Energy Bureau to establish a system of priority pursuant to which power stations and natural gas distribution companies (for their residential clients) could receive natural gas in priority to other users, even those with firm transportation and firm gas supply contracts. On April 21, 2004, MPFIPyS issued Resolution No. 208/04 that ratified an agreement between the Federal Energy Bureau and natural gas producers to give effect to this new system.
Under certain circumstances and pursuant to the terms of our License, when ENARGAS asks us to restrict the provision of natural gas to clients who hold firm transportation contracts, we are exposed to potential claims from, among others, our customers. Therefore, we have requested that in connection with these new procedures, ENARGAS submit to us written instructions for any such natural gas firm transportation service interruption request. However, in case ENARGAS does not submit such instruction in the way required by our petition and we do not comply with ENARGAS’s instructions, if any, in order to avoid future claims from our customers, Resolution No. 208/04 will require us to pay the price difference between natural gas and the alternative fuel used by power stations in order to offset the loss resulting from our failure to comply with the instructions.
At the end of May 2007, due to the rising demand for natural gas resulting from unusually low temperatures throughout the country, ENARGAS and the Federal Energy Bureau utilized their authority under Resolution 208/04 for the first time. ENARGAS honored our petition and submitted written instructions to us. We complied with these instructions, and as of the date of this Annual Report, our compliance has not resulted in legal action, by any of our firm transportation clients, that could have a significant adverse economic and financial effect on us. As of the date of this Annual Report, only one client (Profertil S.A.) has brought legal actions against us, in respect of service interruptions that occurred in 2009, 2010 and 2011, which at the date of this Annual Report are in the evidentiary stage. In this action, ENARGAS ruled in our favor alleging that the interruptions were due to the shortage of natural gas.
In October 2010, ENARGAS issued Resolution No. 1,410/2010, which set new rules for natural gas dispatch applicable to all participants in the natural gas industry and imposed new and more severe priority demand gas restrictions on producers. Through this resolution, ENARGAS has the ability to redirect natural gas transportation in order to give priority to residential consumption.
On June 1, 2016, the Ministry of Energy issued Resolution No. 89/2016, which requires ENARGAS to develop a procedure to amend and supplement ENARGAS Resolution No. 1,410/2010 and establish daily operating conditions of the transportation and distribution systems. It also establishes a methodology to satisfy the demand of natural gas of those customers classified as “high-priority.”
On June 5, 2016, ENARGAS issued Resolution No. I/3833/2016, creating the “Supplementary Procedure for Gas Requests, Confirmations and Control.” Pursuant to this resolution, if any gas transportation and distribution company finds that the transportation capacity is not sufficient to supply priority demand customers; such company shall summon an emergency committee composed of company and ENARGAS representatives. This emergency committee determines adjustments to be made to the daily natural gas deliveries to address such shortage, considering the availability of natural gas and the demand of residential consumers and power plants.
Although the natural gas supply shortage did not create a bottleneck in the transportation capacity that prevented the system from meeting increasing demand since 2008, the Government continues to impose restrictions from time to time on the consumption of natural gas by certain customers that hold firm transportation contracts with us, in an effort to redirect and target the supply to the demand regarded as top priority, mainly residential users, CNG stations and industries connected to the distribution network. Such restrictions have affected direct shippers who have firm transportation contracts with us, as well as industries in different distribution areas of the country.
As of the date of this Annual Report, our compliance has not resulted in legal action initiated by any of our firm transportation clients which could have a significant adverse economic and financial effect on us. However, any legal action, if brought, could have a significant adverse economic and financial effect on us. See “Item 3. Key Information—D. Risk Factors.”
Our License. Our License authorizes us to provide the public service of natural gas transportation through the exclusive utilization of the southern natural gas transportation system. Our License does not grant us an exclusive right to transport natural gas in a specified geographical area, and licenses may be granted to others for the provision of gas transportation services in the same geographical area. TGN’s natural gas transportation system is operated under a license containing substantially similar terms to those described below and elsewhere herein.
Our License has been granted by the Executive Branch by Decree No. 2451/92 for an original period of 35 years, beginning on December 28, 1992. However, the Natural Gas Law provides that we may request ENARGAS to renew its License for an additional period of ten years. ENARGAS must then evaluate the performance of TGS and raise a recommendation to the Executive Branch. At the end of the period of validity of the License, 35 or 45 years, as the case may be, the Natural Gas Law requires that a new tender be called for the granting of the license. As long as we have substantially complied with our obligations under the License, we have the option to match any offer made by a third party to the Executive Branch.
Our License also places certain other rights and obligations on us relating to the services we provide, including:
operating and safety standards;
terms of service, including general service conditions, such as specifications regarding the quality of gas transported, major equipment requirements, invoicing and payment procedures, imbalances and penalties, and guidelines for dispatch management;
contract requirements, including the basis for the provision of service, e.g., “firm” or “interruptible”;
mandatory capital investments to be made over the first five years of the license term; and
applicable rates based on the type of transportation service and the area serviced.
Our License establishes a system of penalties in the event of a breach of our obligations thereunder, including warnings, fines and revocation of our License. These penalties may be assessed by ENARGAS based, among other considerations, upon the severity of the breach or its effect on the public interest. Through Resolution No. 22/2018, ENARGAS adjusted the amounts of fines applicable in the event of a breach of obligations, which amount shall be updated on April of every year. On May 7, 2019, through Resolution No. 251/2019, ENARGAS updated the amounts of the fines up to Ps. 21.1Ps.21.1 million.
Revocation of our License may only be declared by the Executive Branch upon the recommendation of ENARGAS. Our License specifies several grounds for revocation, including the following:
repeated failure to comply with the obligations of our License and failure to remedy a significant breach of an obligation in accordance with specified procedures;
total or partial interruption of the service for reasons attributable to us, affecting completely or partially transportation capacity during the periods stipulated in our License;
sale, assignment or transfer of our essential assets or otherwise encumbering such assets without ENARGAS’s prior authorization, unless such encumbrances serve to finance expansions and improvements to the gas pipeline system;
bankruptcy, dissolution or liquidation; and
ceasing and abandoning the provision of the licensed service, attempting to assign or unilaterally transfer our License in full or in part without the prior authorization of ENARGAS, or giving up our License, other than in the cases permitted therein.
Our License also prohibits us from assuming debt of, or granting credit to, CIESA, and creating security interests in favor of, or granting any other benefit to, creditors of CIESA.
Generally, our License may not be amended without our consent. As part of the renegotiation of our License under the Public Emergency Law, however, the terms of our License may be changed or our License may be revoked. In addition, ENARGAS may alter the terms of service annexed to our License. If any such alteration were to have an economic effect on us, ENARGAS should modify our rates to compensate for such effect or we could request a change in the applicable rates.
In addition, as licensee for the provision of gas transportation services, we are subject to Law No. 27,437 (Ley de Compre Argentino y Desarrollo de Proveedores), which is regulated by Decree No. 800/2018 and Resolution 91/2018 of Argentine Secretary of Industry. This law provides a regime for purchases from the Government and other concessionaires of public services in Argentina. Pursuant to Article 1 of this law, all public officers, including those in private companies providing public services under licenses and concessions, are required to give preference to the acquisition, lease or lease of goods of national origin.
Decree No. 465/19. On July, 5, 2019, the Executive Branch issued Decree No. 465/2019, which instructed SHR to start a national and international bidding process, to grant a new license for the natural gas transportation system, which includes the construction of a pipeline between Tratayén and Salliqueló (in the Buenos Aires Province) and between Salliqueló and San Nicolás. Through Resolution No. 437 issued on July 30, 2019, SHR called for the bidding process. On April 2, 2020, the Secretary of Energy extended the deadline to submit the bids until December 30, 2020.
Regulation of Transportation Rates—Actual Rates. The natural gas transportation rates established for each transportation company must be calculated in U.S. dollars and converted into pesos at the time of billing. However, the Public Emergency Law eliminated tariff indexing covenants based on U.S. dollar exchange rate fluctuations and established a conversion rate of one peso equal to one U.S. dollar for tariffs.
The rate for natural gas firm transportation services consists of a capacity reservation charge and is expressed as a maximum monthly charge based on the cubic meters per day of reserved transportation capacity. The rate for natural gas interruptible transportation service, which is expressed as a minimum (from which no discounts are permitted) and a maximum rate per cubic meter of natural gas transported, is equivalent to the unit rate of the reservation charge for the firm service based on a load factor of 100%. For both firm and interruptible transportation services, customers are obligated to provide a natural gas in-kind allowance, expressed as a maximum percentage of gas received, equivalent to the natural gas consumed or lost in rendering the transportation service. The rates for all services reflect the rate zone(s) traversed from the point of receipt to the point of delivery.
| Between April 1, 2016 and March 31,2017 | ||||||||||||||
| Firm | Interruptible | |||||||||||||
| Rate Zones | Reservation Charge(1) (Ps. m3/d) | Minimum Charge(2) (Ps. 1,000 m3) | Compression Fuel and Losses(3) (%) | |||||||||||
| Receipt | Delivery | |||||||||||||
| From Tierra del Fuego to: | Tierra del Fuego | 0.396058 | 13.201800 | 0.49 | ||||||||||
| Santa Cruz Sur | 0.798666 | 26.622484 | 0.98 | |||||||||||
| Chubut Sur | 2.037282 | 67.909449 | 3.38 | |||||||||||
| Buenos Aires Sur | 2.400200 | 80.006630 | 5.60 | |||||||||||
| Bahía Blanca | 3.676537 | 122.551231 | 8.40 | |||||||||||
| La Pampa Norte | 3.663501 | 122.116622 | 8.60 | |||||||||||
| Buenos Aires | 4.301588 | 143.386234 | 10.35 | |||||||||||
| Greater Buenos Aires | 4.826380 | 160.879368 | 11.27 | |||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 0.401399 | 13.379866 | 0.49 | ||||||||||
| Chubut Sur | 1.638228 | 54.607597 | 2.89 | |||||||||||
| Buenos Aires Sur | 2.001922 | 66.730682 | 5.11 | |||||||||||
| Bahía Blanca | 3.284880 | 109.495948 | 7.91 | |||||||||||
| La Pampa Norte | 3.284290 | 109.476235 | 8.11 | |||||||||||
| Buenos Aires | 3.911976 | 130.399113 | 9.86 | |||||||||||
| Greater Buenos Aires | 4.438382 | 147.946205 | 10.78 | |||||||||||
| From Chubut to: | Chubut Sur | 0.398098 | 13.269851 | 0.49 | ||||||||||
| Buenos Aires Sur | 0.746441 | 24.880963 | 2.71 | |||||||||||
| Bahía Blanca | 1.990488 | 66.349237 | 5.51 | |||||||||||
| La Pampa Norte | 2.090013 | 69.666693 | 5.71 | |||||||||||
| Buenos Aires | 2.587629 | 86.254000 | 7.46 | |||||||||||
| Greater Buenos Aires | 3.085246 | 102.841307 | 8.38 | |||||||||||
| From Neuquén to: | Neuquén | 0.353737 | 12.128076 | 0.49 | ||||||||||
| Bahía Blanca | 1.718143 | 57.254592 | 2.80 | |||||||||||
| La Pampa Norte | 1.850629 | 61.671103 | 3.15 | |||||||||||
| Buenos Aires | 2.326864 | 77.545340 | 3.91 | |||||||||||
| Greater Buenos Aires | 2.850076 | 95.172312 | 4.86 | |||||||||||
| From Bahía Blanca to: | Bahía Blanca | 0.398096 | 13.269853 | 0.49 | ||||||||||
| La Pampa Norte | 0.099524 | 3.317455 | 0.20 | |||||||||||
| Buenos Aires | 0.597139 | 19.904763 | 1.95 | |||||||||||
| Greater Buenos Aires | 1.094759 | 36.492072 | 2.87 | |||||||||||
| Between April 1, 2017 and November 30, 2017 | ||||||||||||||
| Firm | Interruptible | |||||||||||||
| Rate Zones | Reservation Charge(1) (Ps. m3/d) | Minimum Charge(2) (Ps. 1,000 m3) | Compression Fuel and Losses(3) (%) | |||||||||||
| Receipt | Delivery | |||||||||||||
| From Tierra del Fuego to: | Tierra del Fuego | 0.650525 | 21.683927 | 0.49 | ||||||||||
| Santa Cruz Sur | 1.311808 | 43.727372 | 0.98 | |||||||||||
| Chubut Sur | 3.346231 | 111.541121 | 3.38 | |||||||||||
| Buenos Aires Sur | 3.942323 | 131.410716 | 5.60 | |||||||||||
| Bahía Blanca | 6.038705 | 201.290128 | 8.40 | |||||||||||
| La Pampa Norte | 6.017293 | 200.576284 | 8.60 | |||||||||||
| Buenos Aires | 7.065348 | 235.511576 | 10.35 | |||||||||||
| Greater Buenos Aires | 7.927318 | 264.244011 | 11.27 | |||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 0.659297 | 21.976401 | 0.49 | ||||||||||
| Chubut Sur | 2.690787 | 89.692859 | 2.89 | |||||||||||
| Buenos Aires Sur | 3.288153 | 109.605000 | 5.11 | |||||||||||
| Bahía Blanca | 5.395408 | 179,846855 | 7.91 | |||||||||||
| La Pampa Norte | 5.394439 | 179.814476 | 8.11 | |||||||||||
| Buenos Aires | 6.425412 | 214.180259 | 9.86 | |||||||||||
| Greater Buenos Aires | 7.290033 | 243.001319 | 10.78 | |||||||||||
| From Chubut to: | Chubut Sur | 0.653875 | 21.795701 | 0.49 | ||||||||||
| Buenos Aires Sur | 1.226027 | 40.866927 | 2.71 | |||||||||||
| Bahía Blanca | 3.269373 | 108.978477 | 5.51 | |||||||||||
| La Pampa Norte | 3.432841 | 114.427392 | 5.71 | |||||||||||
| Buenos Aires | 4.250176 | 141.672007 | 7.46 | |||||||||||
| Greater Buenos Aires | 5.067510 | 168.916622 | 8.38 | |||||||||||
| From Neuquén to: | Neuquén | 0.581012 | 19.920338 | 0.49 | ||||||||||
| Bahía Blanca | 2.822047 | 94.040542 | 2.80 | |||||||||||
| La Pampa Norte | 3.039654 | 101.294653 | 3.15 | |||||||||||
| Buenos Aires | 3.821870 | 127.368051 | 3.91 | |||||||||||
| Greater Buenos Aires | 4.681244 | 156.320314 | 4.86 | |||||||||||
| From Bahía Blanca to: | Bahía Blanca | 0.653875 | 21.795701 | 0.49 | ||||||||||
| La Pampa Norte | 0.163469 | 5.448915 | 0.20 | |||||||||||
| Buenos Aires | 0.980803 | 32.693530 | 1.95 | |||||||||||
| Greater Buenos Aires | 1.798138 | 59.938145 | 2.87 | |||||||||||
The table below shows our local natural gas firm and interruptible rates by pipeline and zones, in effect from December 1, 2017, until March 31, 2018, following the issuance by ENARGAS of Resolution No. 120/2017 (“Resolution 120”):
| Between December 1, 2017 and March 31, 2018 | ||||||||||||||
| Firm | Interruptible | |||||||||||||
| Rate Zones | Reservation Charge(1) (Ps. m3/d) | Minimum Charge(2) (Ps. 1,000 m3) | Compression Fuel and Losses(3) (%) | |||||||||||
| Receipt | Delivery | |||||||||||||
| From Tierra del Fuego to: | Tierra del Fuego | 1.178272 | 39.275298 | 0.49 | ||||||||||
| Santa Cruz Sur | 2.376029 | 79.201776 | 0.98 | |||||||||||
| Chubut Sur | 6.060905 | 202.030320 | 3.38 | |||||||||||
| Buenos Aires Sur | 7.140583 | 238.019383 | 5.60 | |||||||||||
| Bahía Blanca | 10.937683 | 364.589386 | 8.40 | |||||||||||
| La Pampa Norte | 10.898901 | 363.296426 | 8.60 | |||||||||||
| Buenos Aires | 12.797205 | 426.573433 | 10.35 | |||||||||||
| Greater Buenos Aires | 14.358459 | 478.615432 | 11.27 | |||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 1.194161 | 39.805045 | 0.49 | ||||||||||
| Chubut Sur | 4.873723 | 162.457367 | 2.89 | |||||||||||
| Buenos Aires Sur | 5.955710 | 198.523493 | 5.11 | |||||||||||
| Bahía Blanca | 9.772503 | 325.749975 | 7.91 | |||||||||||
| La Pampa Norte | 9.770749 | 325.691329 | 8.11 | |||||||||||
| Buenos Aires | 11.638111 | 387.936804 | 9.86 | |||||||||||
| Greater Buenos Aires | 13.204167 | 440.139326 | 10.78 | |||||||||||
| From Chubut to: | Chubut Sur | 1.184339 | 39.477749 | 0.49 | ||||||||||
| Buenos Aires Sur | 2.220658 | 74.020757 | 2.71 | |||||||||||
| Bahía Blanca | 5.921694 | 197.388697 | 5.51 | |||||||||||
| La Pampa Norte | 6.217779 | 207.258114 | 5.71 | |||||||||||
| Buenos Aires | 7.698187 | 256.605281 | 7.46 | |||||||||||
| Greater Buenos Aires | 9.178595 | 305.952447 | 8.38 | |||||||||||
| From Neuquén to: | Neuquén | 1.052366 | 36.080973 | 0.49 | ||||||||||
| Bahía Blanca | 5.111469 | 170.332165 | 2.80 | |||||||||||
| La Pampa Norte | 5.505614 | 183.471269 | 3.15 | |||||||||||
| Buenos Aires | 6.922412 | 230.697053 | 3.91 | |||||||||||
| Greater Buenos Aires | 8.478965 | 283.137219 | 4.86 | |||||||||||
| From Bahía Blanca to: | Bahía Blanca | 1.184334 | 39.477755 | 0.49 | ||||||||||
| La Pampa Norte | 0.296083 | 9.869416 | 0.20 | |||||||||||
| Buenos Aires | 1.776485 | 59.216586 | 1.95 | |||||||||||
| Greater Buenos Aires | 3.256902 | 108.563756 | 2.87 | |||||||||||
| Between December 1, 2017 and March 31, 2018 | |||||||||||||||
Firm | Interruptible | ||||||||||||||
Rate Zones | Reservation Charge(1) (Ps.m3/d) | Minimum Charge(2) (Ps.1,000 m3) | Compression Fuel and Losses(3) (%) | ||||||||||||
Receipt | Delivery | ||||||||||||||
| From Tierra del Fuego to: | Tierra del Fuego | 1.178272 | 39.275298 | 0.49 | |||||||||||
| Santa Cruz Sur | 2.376029 | 79.201776 | 0.98 | ||||||||||||
| Chubut Sur | 6.060905 | 202.030320 | 3.38 | ||||||||||||
| Buenos Aires Sur | 7.140583 | 238.019383 | 5.60 | ||||||||||||
| Bahía Blanca | 10.937683 | 364.589386 | 8.40 | ||||||||||||
| La Pampa Norte | 10.898901 | 363.296426 | 8.60 | ||||||||||||
| Buenos Aires | 12.797205 | 426.573433 | 10.35 | ||||||||||||
| Greater Buenos Aires | 14.358459 | 478.615432 | 11.27 | ||||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 1.194161 | 39.805045 | 0.49 | |||||||||||
| Chubut Sur | 4.873723 | 162.457367 | 2.89 | ||||||||||||
| Buenos Aires Sur | 5.955710 | 198.523493 | 5.11 | ||||||||||||
| Bahía Blanca | 9.772503 | 325.749975 | 7.91 | ||||||||||||
| La Pampa Norte | 9.770749 | 325.691329 | 8.11 | ||||||||||||
| Buenos Aires | 11.638111 | 387.936804 | 9.86 | ||||||||||||
| Greater Buenos Aires | 13.204167 | 440.139326 | 10.78 | ||||||||||||
| From Chubut to: | Chubut Sur | 1.184339 | 39.477749 | 0.49 | |||||||||||
| Buenos Aires Sur | 2.220658 | 74.020757 | 2.71 | ||||||||||||
| Bahía Blanca | 5.921694 | 197.388697 | 5.51 | ||||||||||||
| La Pampa Norte | 6.217779 | 207.258114 | 5.71 | ||||||||||||
| Buenos Aires | 7.698187 | 256.605281 | 7.46 | ||||||||||||
| Greater Buenos Aires | 9.178595 | 305.952447 | 8.38 | ||||||||||||
| From Neuquén to: | Neuquén | 1.052366 | 36.080973 | 0.49 | |||||||||||
| Bahía Blanca | 5.111469 | 170.332165 | 2.80 | ||||||||||||
| La Pampa Norte | 5.505614 | 183.471269 | 3.15 | ||||||||||||
| Buenos Aires | 6.922412 | 230.697053 | 3.91 | ||||||||||||
| Between December 1, 2017 and March 31, 2018 | |||||||||||||||
| Firm | Interruptible | ||||||||||||||
| Rate Zones | Reservation Charge(1) (Ps.m3/d) | Minimum Charge(2) (Ps.1,000 m3) | Compression Fuel and Losses(3) (%) | ||||||||||||
Receipt | Delivery | ||||||||||||||
| Greater Buenos Aires | 8.478965 | 283.137219 | 4.86 | ||||||||||||
| From Bahía Blanca to: | Bahía Blanca | 1.184334 | 39.477755 | 0.49 | |||||||||||
| La Pampa Norte | 0.296083 | 9.869416 | 0.20 | ||||||||||||
| Buenos Aires | 1.776485 | 59.216586 | 1.95 | ||||||||||||
| Greater Buenos Aires | 3.256902 | 108.563756 | 2.87 | ||||||||||||
| Between April 1, 2018 and September 30, 2018 | ||||||||||||||
| Firm | Interruptible | |||||||||||||
| Rate Zones | Reservation Charge(1) (Ps. m3/d) | Minimum Charge(2) (Ps. 1,000 m3) | Compression Fuel and Losses(3) (%) | |||||||||||
| Receipt | Delivery | |||||||||||||
| From Tierra del Fuego to: | Tierra del Fuego | 1.767514 | 58.916471 | 0.49 | ||||||||||
| Santa Cruz Sur | 3.564256 | 118.809770 | 0.98 | |||||||||||
| Chubut Sur | 9.091901 | 303.063605 | 3.38 | |||||||||||
| Buenos Aires Sur | 10.711516 | 357.050429 | 5.60 | |||||||||||
| Bahía Blanca | 16.407506 | 546.916789 | 8.40 | |||||||||||
| La Pampa Norte | 16.349329 | 544.977233 | 8.60 | |||||||||||
| Buenos Aires | 19.196955 | 639.898420 | 10.35 | |||||||||||
| Greater Buenos Aires | 21.538977 | 717.966088 | 11.27 | |||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 1.791349 | 59.711139 | 0.49 | ||||||||||
| Chubut Sur | 7.311021 | 243.700626 | 2.89 | |||||||||||
| Buenos Aires Sur | 8.934100 | 297.803051 | 5.11 | |||||||||||
| Bahía Blanca | 14.659632 | 488.654189 | 7.91 | |||||||||||
| La Pampa Norte | 14.657000 | 488.566215 | 8.11 | |||||||||||
| Buenos Aires | 17.458211 | 581.940011 | 9.86 | |||||||||||
| Greater Buenos Aires | 19.807436 | 660.248478 | 10.78 | |||||||||||
| From Chubut to: | Chubut Sur | 1.776614 | 59.220165 | 0.49 | ||||||||||
| Buenos Aires Sur | 3.331187 | 111.037777 | 2.71 | |||||||||||
| Bahía Blanca | 8.883072 | 296.100754 | 5.51 | |||||||||||
| La Pampa Norte | 9.327226 | 310.905767 | 5.71 | |||||||||||
| Buenos Aires | 11.547971 | 384.930944 | 7.46 | |||||||||||
| Greater Buenos Aires | 13.768715 | 458.956121 | 8.38 | |||||||||||
| From Neuquén to: | Neuquén | 1.578643 | 54.124697 | 0.49 | ||||||||||
| Bahía Blanca | 7.667662 | 255.513529 | 2.80 | |||||||||||
| La Pampa Norte | 8.258915 | 275.223364 | 3.15 | |||||||||||
| Buenos Aires | 10.384239 | 346.066277 | 3.91 | |||||||||||
| Greater Buenos Aires | 12.719209 | 424.731232 | 4.86 | |||||||||||
| From Bahía Blanca to: | Bahía Blanca | 1.776607 | 59.220174 | 0.49 | ||||||||||
| La Pampa Norte | 0.444152 | 14.805009 | 0.20 | |||||||||||
| Buenos Aires | 2.664887 | 88.830192 | 1.95 | |||||||||||
| Greater Buenos Aires | 4.885645 | 162.855375 | 2.87 | |||||||||||
Between October 1, 2018 and March 31, 2019 |
| |||||||||||||
|
| Firm |
|
| Interruptible |
|
|
|
| |||||
| Rate Zones | Reservation Charge(1) (Ps. m3/d) | Minimum Charge(2) (Ps. 1,000 m3) | Compression Fuel and Losses(3) (%) | |||||||||||
Receipt |
| Delivery |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| |||
From Tierra del Fuego to: |
| Tierra del Fuego |
|
| 2.115187 |
|
|
| 70.505443 |
|
|
| 0.49 |
|
| Santa Cruz Sur |
|
| 4.265351 |
|
|
| 142.179858 |
|
|
| 0.98 |
| |
| Chubut Sur |
|
| 10.880293 |
|
|
| 362.676743 |
|
|
| 3.38 |
| |
| Buenos Aires Sur |
|
| 12.818489 |
|
|
| 427.282869 |
|
|
| 5.60 |
| |
| Bahía Blanca |
|
| 19.634891 |
|
|
| 654.496272 |
|
|
| 8.40 |
| |
| La Pampa Norte |
|
| 19.565270 |
|
|
| 652.175202 |
|
|
| 8.60 |
| |
| Buenos Aires |
|
| 22.973029 |
|
|
| 765.767552 |
|
|
| 10.35 |
| |
| Greater Buenos Aires |
|
| 25.775731 |
|
|
| 859.191266 |
|
|
| 11.27 |
| |
From Santa Cruz Sur to: |
| Santa Cruz Sur |
|
| 2.143710 |
|
|
| 71.456424 |
|
|
| 0.49 |
|
| Chubut Sur |
|
| 8.749112 |
|
|
| 291.636962 |
|
|
| 2.89 |
| |
| Buenos Aires Sur |
|
| 10.691453 |
|
|
| 356.381429 |
|
|
| 5.11 |
| |
| Bahía Blanca |
|
| 17.543207 |
|
|
| 584.773317 |
|
|
| 7.91 |
| |
| La Pampa Norte |
|
| 17.540057 |
|
|
| 584.668038 |
|
|
| 8.11 |
| |
| Buenos Aires |
|
| 20.892272 |
|
|
| 696.408622 |
|
|
| 9.86 |
| |
| Greater Buenos Aires |
|
| 23.703593 |
|
|
| 790.120501 |
|
|
| 10.78 |
| |
From Chubut to: |
| Chubut Sur |
|
| 2.126078 |
|
|
| 70.868874 |
|
|
| 0.49 |
|
| Buenos Aires Sur |
|
| 3.986437 |
|
|
| 132.879101 |
|
|
| 2.71 |
| |
| Bahía Blanca |
|
| 10.630388 |
|
|
| 354.344287 |
|
|
| 5.51 |
| |
| La Pampa Norte |
|
| 11.161907 |
|
|
| 372.061471 |
|
|
| 5.71 |
| |
| Buenos Aires |
|
| 13.819476 |
|
|
| 460.647529 |
|
|
| 7.46 |
| |
| Greater Buenos Aires |
|
| 16.477046 |
|
|
| 549.233587 |
|
|
| 8.38 |
| |
From Neuquén to: |
| Neuquén |
|
| 1.889165 |
|
|
| 64.771119 |
|
|
| 0.49 |
|
| Bahía Blanca |
|
| 9.175905 |
|
|
| 305.773484 |
|
|
| 2.80 |
| |
| La Pampa Norte |
|
| 9.883458 |
|
|
| 329.360278 |
|
|
| 3.15 |
| |
| Buenos Aires |
|
| 12.426836 |
|
|
| 414.138116 |
|
|
| 3.91 |
| |
| Greater Buenos Aires |
|
| 15.221099 |
|
|
| 508.276603 |
|
|
| 4.86 |
| |
From Bahía Blanca to: |
| Bahía Blanca |
|
| 2.126068 |
|
|
| 70.868885 |
|
|
| 0.49 |
|
| La Pampa Norte |
|
| 0.531517 |
|
|
| 17.717180 |
|
|
| 0.20 |
| |
| Buenos Aires |
|
| 3.189075 |
|
|
| 106.303245 |
|
|
| 1.95 |
| |
| Greater Buenos Aires |
|
| 5.846660 |
|
|
| 194.889310 |
|
|
| 2.87 |
| |
| Between April 1, 2019 and March 31, 2020 | ||||||||||||||
| Firm | Interruptible | |||||||||||||
| Rate Zones | Reservation Charge(1) (Ps. m3/d) | Minimum Charge(2) (Ps. 1,000 m3) | Compression Fuel and Losses(3) (%) | |||||||||||
| Receipt | Delivery | |||||||||||||
| From Tierra del Fuego to: | Tierra del Fuego | 2.665144 | 88.837143 | 0.49 | ||||||||||
| Santa Cruz Sur | 5.374436 | 179.147196 | 0.98 | |||||||||||
| Chubut Sur | 13.709213 | 456.974163 | 3.38 | |||||||||||
| Buenos Aires Sur | 16.151349 | 538.378143 | 5.60 | |||||||||||
| Bahía Blanca | 24.740042 | 824.667950 | 8.40 | |||||||||||
| La Pampa Norte | 24.652320 | 821.743392 | 8.60 | |||||||||||
| Buenos Aires | 28.946110 | 964.870213 | 10.35 | |||||||||||
| Greater Buenos Aires | 32.477525 | 1,082.584470 | 11.27 | |||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 2.701084 | 90.035383 | 0.49 | ||||||||||
| Chubut Sur | 11.023917 | 367.463752 | 2.89 | |||||||||||
| Buenos Aires Sur | 13.471273 | 449.042042 | 5.11 | |||||||||||
| Bahía Blanca | 22.104511 | 736.816745 | 7.91 | |||||||||||
| La Pampa Norte | 22.100543 | 736.684093 | 8.11 | |||||||||||
| Buenos Aires | 26.324347 | 877.477681 | 9.86 | |||||||||||
| Greater Buenos Aires | 29.866623 | 995.555027 | 10.78 | |||||||||||
| From Chubut to: | Chubut Sur | 2.678866 | 89.295068 | 0.49 | ||||||||||
| Buenos Aires Sur | 5.022927 | 167.428204 | 2.71 | |||||||||||
| Bahía Blanca | 13.394433 | 446.475235 | 5.51 | |||||||||||
| La Pampa Norte | 14.064048 | 468.798959 | 5.71 | |||||||||||
| Buenos Aires | 17.412596 | 580.417750 | 7.46 | |||||||||||
| Greater Buenos Aires | 20.761144 | 692.036541 | 8.38 | |||||||||||
| From Neuquén to: | Neuquén | 2.380356 | 81.611872 | 0.49 | ||||||||||
| Bahía Blanca | 11.561677 | 385.275827 | 2.80 | |||||||||||
| La Pampa Norte | 12.453197 | 414.995282 | 3.15 | |||||||||||
| Buenos Aires | 15.657864 | 521.815701 | 3.91 | |||||||||||
| Greater Buenos Aires | 19.178646 | 640.430576 | 4.86 | |||||||||||
| From Bahía Blanca to: | Bahía Blanca | 2.678855 | 89.295082 | 0.49 | ||||||||||
| La Pampa Norte | 0.669714 | 22.323718 | 0.20 | |||||||||||
| Buenos Aires | 4.018247 | 133.942519 | 1.95 | |||||||||||
| Greater Buenos Aires | 7.366815 | 245.561319 | 2.87 | |||||||||||
| (1) | Monthly charge for every cubic meter per day of reserved transportation capacity. |
| (2) | Minimum charge equal to the unit rate of the firm reservation charge at a 100% load factor. |
| (3) | Maximum percentage of total transported gas that customers are required to replace in-kind to make up for gas used by us for compressor fuel or losses in rendering transportation services. |
Note: The gross receipts tax is not included in such transportation rates.
Source: ENARGAS Resolution 120.
The table below shows our local natural gas firm and interruptible rates by pipeline and zones, in effect from April 1, 2018, to September 30, 2018, following the issuance of Resolution No. 310/2018 (the “Resolution 310”):
Between April 1, 2018 and September 30, 2018 | |||||||||||||||
Firm | Interruptible | ||||||||||||||
Rate Zones | Reservation Charge(1) (Ps.m3/d) | Minimum Charge(2) (Ps.1,000 m3) | Compression Fuel and Losses(3) (%) | ||||||||||||
Receipt | Delivery | ||||||||||||||
| From Tierra del Fuego to: | Tierra del Fuego | 1.767514 | 58.916471 | 0.49 | |||||||||||
| Santa Cruz Sur | 3.564256 | 118.809770 | 0.98 | ||||||||||||
| Chubut Sur | 9.091901 | 303.063605 | 3.38 | ||||||||||||
| Buenos Aires Sur | 10.711516 | 357.050429 | 5.60 | ||||||||||||
| Bahía Blanca | 16.407506 | 546.916789 | 8.40 | ||||||||||||
| La Pampa Norte | 16.349329 | 544.977233 | 8.60 | ||||||||||||
| Buenos Aires | 19.196955 | 639.898420 | 10.35 | ||||||||||||
| Greater Buenos Aires | 21.538977 | 717.966088 | 11.27 | ||||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 1.791349 | 59.711139 | 0.49 | |||||||||||
| Chubut Sur | 7.311021 | 243.700626 | 2.89 | ||||||||||||
| Buenos Aires Sur | 8.934100 | 297.803051 | 5.11 | ||||||||||||
| Bahía Blanca | 14.659632 | 488.654189 | 7.91 | ||||||||||||
| La Pampa Norte | 14.657000 | 488.566215 | 8.11 | ||||||||||||
| Buenos Aires | 17.458211 | 581.940011 | 9.86 | ||||||||||||
| Greater Buenos Aires | 19.807436 | 660.248478 | 10.78 | ||||||||||||
| From Chubut to: | Chubut Sur | 1.776614 | 59.220165 | 0.49 | |||||||||||
| Buenos Aires Sur | 3.331187 | 111.037777 | 2.71 | ||||||||||||
| Bahía Blanca | 8.883072 | 296.100754 | 5.51 | ||||||||||||
| La Pampa Norte | 9.327226 | 310.905767 | 5.71 | ||||||||||||
| Buenos Aires | 11.547971 | 384.930944 | 7.46 | ||||||||||||
| Greater Buenos Aires | 13.768715 | 458.956121 | 8.38 | ||||||||||||
| From Neuquén to: | Neuquén | 1.578643 | 54.124697 | 0.49 | |||||||||||
| Bahía Blanca | 7.667662 | 255.513529 | 2.80 | ||||||||||||
| La Pampa Norte | 8.258915 | 275.223364 | 3.15 | ||||||||||||
| Buenos Aires | 10.384239 | 346.066277 | 3.91 | ||||||||||||
| Greater Buenos Aires | 12.719209 | 424.731232 | 4.86 | ||||||||||||
| From Bahía Blanca to: | Bahía Blanca | 1.776607 | 59.220174 | 0.49 | |||||||||||
| La Pampa Norte | 0.444152 | 14.805009 | 0.20 | ||||||||||||
| Buenos Aires | 2.664887 | 88.830192 | 1.95 | ||||||||||||
| Greater Buenos Aires | 4.885645 | 162.855375 | 2.87 | ||||||||||||
| (1) | Monthly charge for every cubic meter per day of reserved transportation capacity. |
| (2) | Minimum charge equal to the unit rate of the firm reservation charge at a 100% load factor. |
| (3) | Maximum percentage of total transported gas which customers are required to replace in-kind to make up for gas used by us for compressor fuel or losses in rendering transportation services. |
Note: The gross receipts tax is not included in such transportation rates.
Source: ENARGAS Resolution 310.
The table below shows our local natural gas firm and interruptible rates by pipeline and zones, in effect from October 1, 2018, to March 31, 2019, following the issuance of Resolution No. 265/2018 (the “Resolution 265”):
Between October 1, 2018 and March 31, 2019 | |||||||||||||||
Firm | Interruptible | ||||||||||||||
Rate Zones | Reservation Charge(1) (Ps.m3/d) | Minimum Charge(2) (Ps.1,000 m3) | Compression Fuel and Losses(3) (%) | ||||||||||||
Receipt | Delivery | ||||||||||||||
| From Tierra del Fuego to: | Tierra del Fuego | 2.115187 | 70.505443 | 0.49 | |||||||||||
| Santa Cruz Sur | 4.265351 | 142.179858 | 0.98 | ||||||||||||
| Chubut Sur | 10.880293 | 362.676743 | 3.38 | ||||||||||||
| Buenos Aires Sur | 12.818489 | 427.282869 | 5.60 | ||||||||||||
| Bahía Blanca | 19.634891 | 654.496272 | 8.40 | ||||||||||||
| La Pampa Norte | 19.565270 | 652.175202 | 8.60 | ||||||||||||
| Buenos Aires | 22.973029 | 765.767552 | 10.35 | ||||||||||||
| Greater Buenos Aires | 25.775731 | 859.191266 | 11.27 | ||||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 2.143710 | 71.456424 | 0.49 | |||||||||||
| Chubut Sur | 8.749112 | 291.636962 | 2.89 | ||||||||||||
| Buenos Aires Sur | 10.691453 | 356.381429 | 5.11 | ||||||||||||
| Bahía Blanca | 17.543207 | 584.773317 | 7.91 | ||||||||||||
| La Pampa Norte | 17.540057 | 584.668038 | 8.11 | ||||||||||||
| Buenos Aires | 20.892272 | 696.408622 | 9.86 | ||||||||||||
| Greater Buenos Aires | 23.703593 | 790.120501 | 10.78 | ||||||||||||
| From Chubut to: | Chubut Sur | 2.126078 | 70.868874 | 0.49 | |||||||||||
| Buenos Aires Sur | 3.986437 | 132.879101 | 2.71 | ||||||||||||
| Bahía Blanca | 10.630388 | 354.344287 | 5.51 | ||||||||||||
| La Pampa Norte | 11.161907 | 372.061471 | 5.71 | ||||||||||||
| Buenos Aires | 13.819476 | 460.647529 | 7.46 | ||||||||||||
| Greater Buenos Aires | 16.477046 | 549.233587 | 8.38 | ||||||||||||
| From Neuquén to: | Neuquén | 1.889165 | 64.771119 | 0.49 | |||||||||||
| Bahía Blanca | 9.175905 | 305.773484 | 2.80 | ||||||||||||
| La Pampa Norte | 9.883458 | 329.360278 | 3.15 | ||||||||||||
| Buenos Aires | 12.426836 | 414.138116 | 3.91 | ||||||||||||
| Greater Buenos Aires | 15.221099 | 508.276603 | 4.86 | ||||||||||||
| From Bahía Blanca to: | Bahía Blanca | 2.126068 | 70.868885 | 0.49 | |||||||||||
| La Pampa Norte | 0.531517 | 17.717180 | 0.20 | ||||||||||||
| Buenos Aires | 3.189075 | 106.303245 | 1.95 | ||||||||||||
| Greater Buenos Aires | 5.846660 | 194.889310 | 2.87 | ||||||||||||
| (1) | Monthly charge for every cubic meter per day of reserved transportation capacity. |
| (2) | Minimum charge equal to the unit rate of the firm reservation charge at a 100% load factor. |
| (3) | Maximum percentage of total transported gas that customers are required to replace in-kind to make up for gas used by us for compressor fuel or losses in rendering transportation services. |
Note: The gross receipts tax is not included in such transportation rates.
Source: ENARGAS Resolution 265.
The table below shows our local natural gas firm and interruptible rates by pipeline and zones, in effect from April 1, 2019, to March 31, 2020, following the issuance of Resolution No. 192/2019 (the “Resolution 192”) and the enactment of the Solidarity Law and Decree 1,020 which provides that natural gas transportation and distribution rates will remain unadjusted until the RTI process concludes or the ENARGAS issued therResolutions included a transitional tariff increase. As of the date of this Annual Report no action has been taken in connection with the adjustment of our fees pursuant to the RTI or any transitional increase:
| Between April 1, 2019 and March 31, 2020 | |||||||||||||||
Firm | Interruptible | ||||||||||||||
Rate Zones | Reservation Charge(1) (Ps.m3/d) | Minimum Charge(2) (Ps.1,000 m3) | Compression Fuel and Losses(3) (%) | ||||||||||||
Receipt | Delivery | ||||||||||||||
| From Tierra del Fuego to: | Tierra del Fuego | 2.665144 | 88.837143 | �� | 0.49 | ||||||||||
| Santa Cruz Sur | 5.374436 | 179.147196 | 0.98 | ||||||||||||
| Chubut Sur | 13.709213 | 456.974163 | 3.38 | ||||||||||||
Buenos Aires Sur | 16.151349 | 538.378143 | 5.60 | ||||||||||||
| Bahía Blanca | 24.740042 | 824.667950 | 8.40 | ||||||||||||
| La Pampa Norte | 24.652320 | 821.743392 | 8.60 | ||||||||||||
| Buenos Aires | 28.946110 | 964.870213 | 10.35 | ||||||||||||
| Greater Buenos Aires | 32.477525 | 1,082.584470 | 11.27 | ||||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 2.701084 | 90.035383 | 0.49 | |||||||||||
| Chubut Sur | 11.023917 | 367.463752 | 2.89 | ||||||||||||
| Buenos Aires Sur | 13.471273 | 449.042042 | 5.11 | ||||||||||||
| Bahía Blanca | 22.104511 | 736.816745 | 7.91 | ||||||||||||
| La Pampa Norte | 22.100543 | 736.684093 | 8.11 | ||||||||||||
| Buenos Aires | 26.324347 | 877.477681 | 9.86 | ||||||||||||
| Greater Buenos Aires | 29.866623 | 995.555027 | 10.78 | ||||||||||||
| From Chubut to: | Chubut Sur | 2.678866 | 89.295068 | 0.49 | |||||||||||
| Buenos Aires Sur | 5.022927 | 167.428204 | 2.71 | ||||||||||||
| Bahía Blanca | 13.394433 | 446.475235 | 5.51 | ||||||||||||
La Pampa Norte | 14.064048 | 468.798959 | 5.71 | ||||||||||||
| Buenos Aires | 17.412596 | 580.417750 | 7.46 | ||||||||||||
| Greater Buenos Aires | 20.761144 | 692.036541 | 8.38 | ||||||||||||
| From Neuquén to: | Neuquén | 2.380356 | 81.611872 | 0.49 | |||||||||||
| Bahía Blanca | 11.561677 | 385.275827 | 2.80 | ||||||||||||
| La Pampa Norte | 12.453197 | 414.995282 | 3.15 | ||||||||||||
| Buenos Aires | 15.657864 | 521.815701 | 3.91 | ||||||||||||
| Greater Buenos Aires | 19.178646 | 640.430576 | 4.86 | ||||||||||||
| From Bahía Blanca to: | Bahía Blanca | 2.678855 | 89.295082 | 0.49 | |||||||||||
| La Pampa Norte | 0.669714 | 22.323718 | 0.20 | ||||||||||||
| Buenos Aires | 4.018247 | 133.942519 | 1.95 | ||||||||||||
Greater Buenos Aires | 7.366815 | 245.561319 | 2.87 | ||||||||||||
| (1) | Monthly charge for every cubic meter per day of reserved transportation capacity. |
| (2) | Minimum charge equal to the unit rate of the firm reservation charge at a 100% load factor. |
| (3) | Maximum percentage of total transported gas that customers are required to replace in-kind to make up for gas used by us for compressor fuel or losses in rendering transportation services. |
Note: The gross receipts tax is not included in such transportation rates.
Source: ENARGAS Resolution 192.
In addition to the tariffs above, we are entitled to a CAU. Since its inception in 2005, the CAU was increased, by 73.2% on May 1, 2015, and by 200.1% on April 1, 2016, by ENARGAS. We received an additional 50% and 19.7 % increase in the CAU on April 1, 2018, and October 1, 2018, respectively. In 2019,2020, we recognized revenues of Ps. 835.7840 million as a result of the CAU. The first installment of the tariff increase granted by Resolution 4362 did not include any adjustment of the CAU. Given the permanent increase of operational and maintenance costs throughout the years, which might exceed the amount of the CAU, we filed a claim against the Government to obtain the adjustment of the values and ensure a fair compensation for the service it renders. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions.”
94
Tariff situation.
Background and Renegotiation Process
On January 6, 2002, the Argentine Congress enacted the Public Emergency Law, which introduced dramatic changes to Argentina’s economic model, empowering the Government to implement, among other things, additional monetary, financial and foreign exchange measures to overcome the economic crisis in the short-term and bringing to an end the regime established pursuant to the Argentine Convertibility Act, including the fixed parity of the U.S. dollar and the peso. Among others, the Public Emergency Law granted the Executive Branch the power to conduct a renegotiation of public utility contracts and the tariffs set therein. The Public Emergency Law expired on December 31, 2017.
In July 2003, UNIREN was created in order to reach total or partial agreements with the licensees and/or concessionaires of public services and submit proposals regulating the transitory adjustment of tariffs and prices, among other things. Under this framework, we signed with UNIREN (i) the agreement dated October 9, 2008, between TGS and former UNIREN (the “2008 Transitional Agreement”) that contemplated a tariff increase of 20%, which was not finally implemented as the Government did not issue the corresponding regulatory rules, and (ii) the agreement dated October 2015 between us and the former UNIREN, which incorporated ENARGAS Resolution No. 3347, including, as of May 1, 2015, a transitional increase of 44.3% in the price of the natural gas transportation service and a 73.2% increase in the CAU. Following UNIREN’s failure to comply with certain of its obligations under different renegotiation agreements, we took legal actions against UNIREN.
On February 16, 2016, the Executive Branch issued Decree No. 367/2016, establishing the dissolution of UNIREN and transferring to each ministry the responsibility to renegotiate public service contracts. Decree No. 367/2016 also conditioned the finalization of the new tariff scheme provided in the respective integral renegotiation agreement approved by the Executive Branch to completion of the RTI and provided that transitional adjustment of prices and tariffs are necessary to ensure the continuity of the normal provision of services.
Under the framework of the agreement signed in February 2016 (the “2016 Transitional Agreement”), on March 31, 2016, ENARGAS issued Resolution 3724, which approved revised tariffs as of April 1, 2016, including the CAU, for the Natural Gas Transportation business segment, providing for a 200.1% increase. Additionally, among other things, Resolution 3724 required us to not distribute dividends without the prior authorization of ENARGAS after reviewing our compliance with the transitional mandatory investment plan included in the 2016 Transitional Agreement (the “2016 Investment Plan”). As of the date of this Annual Report, the 2016 Investment Plan is fully executed and has been approved by ENARGAS.
As several legal proceedings were initiated against Resolution 3724 in order to obtain the annulment of the increase of the PIST and the tariff increases for the natural gas transportation and distribution licensees approved by ENARGAS, we were not able to bill the 200.1% increase in full. On August 18, 2016, the Supreme Court order issued its final decision mandating the Government to:to (i) implement compulsory public hearings prior to the establishment of natural gas transportation and distribution tariffs, (ii) implement compulsory public hearings prior to the establishment of the point-of-injection gas price and (iii) declare the invalidity of Resolutions 28 and 31 with respect to residential users, for whom tariffs had to be returned to tariff rates effective as of March 31, 2016.
On August 19, 2016, ENARGAS issued Resolution No. 3953/2016, which implemented the decisions arising out of a public hearing before the Supreme Court. For additional information regarding the public hearing’s agenda, see “—Natural Gas Transportation—The Argentine Natural Gas Industry.”
As a result of this public hearing, since October 7, 2016, we were able to collect the revised tariffs at the levels provided for in Resolution 3724, allowing us to complete in full our 2016 Investment Plan.
ICSID Claim
In 2003, Enron, a former indirect shareholder of CIESA, which is our controlling shareholder, and Ponderosa Assets L.P. (“Ponderosa” and, together with Enron, the “Claimants”) filed a claim with the ICSID against the Government under the Bilateral Investment Treaty between the United States and Argentina (the “ICSID Claim”). The ICSID Claim argues that the redenomination of tariffs in pesos (pesificación) and other unilateral changes to our regulatory structure effected by the Public Emergency Law and related laws and decrees violated the requirement of fair and equitable treatment under the treaty. On May 22, 2007, ICSID decided in favor of Enron and ordered the Government to pay U.S.$106.2 million to the Claimants. In July 2010, an ICSID committee annulled the 2007 ICSID resolution. This annulment did not prevent the plaintiff from filing a new claim before the ICSID. On October 18, 2010, Enron Creditors Recovery Corp. (Enron’s new corporate name) and Ponderosa filed a new claim against the Government before the ICSID. In June 2011, a tribunal to hear the case was created.
In January 2011, Pampa Energía acquired, among other assets, (i) PEPCA along with Enron’s and Ponderosa’s economic rights to monitor, suspend and withdraw the ICSID Claim and (ii) from Ashmore Energy International Limited, the financial debt of CIESA and the two derivative transactions originally executed between CIESA and J. Aron & Company on August 3, 2000, and between CIESA and Morgan Guaranty Trust Company of New York on August 4, 2000.
On March 11, 2011, Pampa Energía entered into a call option agreement with the Claimants in order to acquire the rights to monitor, suspend and withdraw the ICSID Claim. On October 6, 2011, we granted a loan for U.S.$26 million to Pampa Energía to enable it to purchase the rights to monitor, suspend and withdraw the ICSID Claim. In 2015, we acquired Pampa Energía’s rights over the ICSID Claim (the “Rights of the Arbitration Proceeding”) from Pampa Energía after certain conditions set forth in the loan agreement were met.
We acquired rights over the ICSID Claim pursuant to a provision in our loan agreement with Pampa Energía, which entitled us to receive the rights as prepayment of the loan if we verified that the 2008 Transitional Agreement had been adequately put into effect. This condition was met with the enactment of Resolutions No. I-2852 and No. 3347. Our rights over the ICSID Claim include the powers to suspend, monitor and withdraw from arbitration proceedings.
The acquisition of the Rights of the Arbitration Proceeding was implemented through the transfer to a trust established abroad,outside of Argentina, of which we are the beneficiary.
On March 27, 2018, the Executive Branch issued the Decree No. 250, which ratified the 2017 Integral Agreement (as defined below). This decree represents the conclusion of the RTI process and the finalization of the agreement signed on March 30, 2017, between TGS and the Government (the “2017 Transitional Agreement”), and, thus, the final renegotiation of our License.
Therefore, on June 26, 2018, as a result of the conclusion of our renegotiations of our License, we, CIESA and ourits former and presentcurrent shareholders abandoned any claim,withdrew all of the legal claims, including the ICSID Claim, on June 26, 2018.filed against the Government related to our business resulting from the Public Emergency Law.
Resolution 74 Tariff Increases
On March 30, 2017, we entered into the Integral Renegotiation Agreement (the “2017 Integral Agreement”) and the related 2017 Transitional Agreement. On the same day and consistent with the 2017 Transitional Agreement, ENARGAS issued Resolution No. 4362 by which a new transitional tariff schedule applicable to us determined a total tariff increase of 214.2% and 37%, on the tariff of the natural gas transportation service and the CAU, respectively.
However, Resolution 74 provided for a limitation on the full effectiveness of the tariff increase arising from the RTI process until the approvals of the 2017 Integral Agreement were completed. This meant that the tariff increase was granted in three stages on April 1, 2017, December 1, 2017 and April 1, 2018. This staged increase is structured to provide the same economic benefits to us as if the increases had been fully effective since April 1, 2017.
As required by Resolution 74, the first of the tariff increases was granted by Resolution 4362 since April 1, 2017, amounting to 64.2% of our natural gas transportation service tariff. In this opportunity, the CAU was not increased.
In addition, Resolution 4362 requires us to comply with the Five-Year Plan and approved a non-automatic six-month adjustment mechanism for the natural gas transportation tariff and the CAU.
On October 20, 2017, ENARGAS issued Resolution No. 62/2017 by means of which a public hearing was called for November 14, 2017, to address a transitory tariff adjustment on account of the increase foreseen in the tariff review. The public hearing resulted in a transitory tariff adjustment authorized through Resolution 120, which determined an 80.8% increase for the natural gas transportation tariff and 29.7% for the CAU. These new tariff schemes came into effect beginning on December 1, 2017.
A further public hearing in connection with the integral renegotiation was conducted on February 20, 2018, to address:address (i) a tariff adjustment and (ii) an incremental tariff resulting from the pipeline system expansion project presented by us to ENARGAS on December 19, 2017, involving the building of 47 miles of pipeline extending from the towns of Mercedes and Los Cardales in the Province of Buenos Aires and the installation of a compressor plant at the wellhead. This project would require an initial investment of U.S.$150 million and would allow the incremental transportation of 388MMcf/d of natural gas, with financing through an investment factor (“k” factor).
As a consequence of the public hearing mentioned above, on March 27, 2018, ENARGAS issued Resolution 310, which stated a tariff increase of 50% for the natural gas transportation tariff and the CAU effective as of April 1, 2018.
On March 27, 2018, through Decree 250, the Executive Branch ratified the 2017 Integral Agreement, following the approval of several governmental authorities, including the Argentine Congress. Decree 250 concludes the RTI process and terminates the 2017 Transitional Agreement, representing the final renegotiation of our License with the Government after 17 years of negotiations. As a result of the foregoing, (i) we are entitled to the final tariff increase contemplated in Resolution 4362 (finally granted by Resolution 310 mentioned above), and (ii) we and our current and former shareholders withdrew any claim against the Government related to our business resulting from the Public Emergency Law, including the ICSID Claim, on June 26, 2018.
On June 21, 2019, SHR issued Resolution 336, through which the payment of 22% of the bills issued from July 1, 2019, to October 31, 2019, to residential customers of natural gas was deferred. Such deferral will be recovered through the bills issued from December 1, 2019, in five consecutive monthly installments. It is expected that the Government will compensate licensors for such deferral. On August 22, 2019, SHR issued Resolution No. 488/2019 (“Resolution 488”), which established the procedure to calculate the deferral provided by Resolution 336. Furthermore, Resolution 488 instructs the implementation of a procedure to calculate and pay the compensation for licensors. As of the date of this Annual Report, the regulation containing the calculations and payment method for such compensation has not been issued.
Semiannual Adjustment of Tariffs. Under our License, we may be permitted to adjust tariffs semiannually to reflect changes in PPI and every five years in accordance with efficiency and investment factors to be determined by ENARGAS and, subject to ENARGAS’s approval, from time to time to reflect cost variations resulting from changes in the tax regulations (other than income tax) applicable to us, and for objective, justifiable and non-recurring circumstances.
The Natural Gas Law requires that in formulating the rules that apply to the setting of future tariffs, ENARGAS must provide the transportation companies with (i) an opportunity to collect revenues sufficient to recover all future proper operating costs reasonably applicable to service, as well as future taxes and depreciation, and (ii) a reasonable rate of return, determined in relation to the rate of return of businesses having comparable risk and taking into account the degree of efficiency achieved and the performance of the company in providing the service. No assurances can be given that the rules to be promulgated by ENARGAS will result in rates that will enable us to achieve specific levels of earnings in the future.
However, since January 1, 2000, adjustments to tariffs to reflect PPI variations were suspended, first through an agreement with the Executive Branch and later by a court decision arising from a lawsuit to determine the legality of tariff adjustments through indexes.
Resolution 4362 provides for a semiannual adjustment mechanism based on changes in the WPI. The increase is not automatic, however, as it requires the prior approval of ENARGAS.
On September 4, 2018, a new public hearing was held at which we presented a proposed adjustment for our tariffs for the following six months for natural gas transportation service. Finally, on September 28, 2018, ENARGAS issued Resolution 265, which provides an increase of 19.67% over the tariff for the natural gas transport service. This increase came into effect on October 1, 2018.
On February 26, 2019, a new public hearing took place with the aim of establishing the semiannual tariff. On March, 29 2019, ENARGAS issued Resolution 192, which provides an increase of 26% over the tariff for the natural gas transport service. This increase came into effect on April 1, 2019, and was calculated considering the WPI for the period August 2018 – 2018–February 2019.
On September 3, 2019, SHR issued Resolution 521 – later complemented by Resolution N° 751/2019- 2019–which defers the semiannual adjustment corresponding to October 1, 2019, to February 1, 2020.
During 2020, due to the economic context and the effects of the COVID, we have not received any tariff increase, which would have corresponded according to what was stipulated in the RTI process.
On June 9, 2020, through Resolution No. 80/2020, ENARGAS created the Coordination and Centralization Commission - Law No. 27,541 and Decree No. 278/20, for the purpose of coordinating the comprehensive tariff review process set forth in article 5° of the Solidarity Law, which provided that natural gas transportation and distribution tariffs were to be maintained without adjustments for a maximum term of 180 days as from December 23, 2019 and empowered the Executive Branch to renegotiate them, either within the framework of the RTI in force or through an extraordinary review pursuant to the provisions of the Natural Gas act.
On June 19, 2020, the PEN issued Decree No. 543/2020 extending the effectiveness of the aforementioned Article 5° for an additional term of 180 calendar days, i.e., until December 16, 2020.
By means of Decree 1020 the validity of said article was extended for an additional term of 90 calendar days or until the new transitory tariff charts enter into force, whichever occurs first.
It establishes that the term of the renegotiation may not exceed 2 years from the effective date of said decree, suspending until then the agreements corresponding to the respective RTI in force with the scopes determined in each case by the ENARGAS. The renegotiation process will culminate with the subscription of a final agreement on the RTI.
The decree defines ENARGAS to carry out the renegotiation process. Within the renegotiation process, transitory adjustments of tariffs and/or their segmentation may be foreseen, as the case may be. Likewise, it must carry out the relevant and appropriate public hearing, public consultation and citizen participation regimes, as well as give intervention to the Procuración del Tesoro de la Nación and to the Sindicatura General de la Nación. Finally, the resulting agreement must have the corresponding governmental approvals.
On February 17, 2021, by means of Resolution No. 117/2021, the Secretary of Energy called a public hearing for March 15, 2021 in order to discuss the PIST price to be subsidized by the National Government.
On February 22, 2021, ENARGAS issued Resolution No. 47/2021 by means of which a public hearing was called to be held on March 16, 2021 for the purpose of considering the transition tariff regime in accordance with the provisions of Decree 1020. As foreseen, we have presented at this hearing our proposal for a tariff increase calculated of 58.6%, beginning on April 1, 2021. It has been calculated based on our financial needs to satisfy operating and financial costs, capital expenditures and taxes, which were calculated considering the evolution of the inflation rate for a 12-month period since its inception. This required tariff adjustment does not contemplate any profitability but only the funds necessary to meet these obligations.
As of the date of issuance of this Annual Report weENARGAS does not issue the regulatory measures in order to adjust our tariff.
In addition, Decree No. 311/2020 (the "Decree 311", as amended by Decree No. 756/2020), provided for the suspension of the cuts of public utilities for non-payment for a term of 180 days, subsequently extended until December 31, 2020, and the implementation of several measures aimed at sustaining the income of those sectors of the economy that suffer the most from the impact of the crisis. Both the aforementioned and the isolation measures have not agreed with ENARGAS onimplied certain delays in the amountreceipt of collections related to this business segment which, although it has improved recently, it cannot be guaranteed that such compensation.situation will be maintained in time.
Certain Restrictions with Respect to Essential Assets. A substantial portion of the assets transferred by GdE were defined in our License as essential to the performance of the licensed natural gas transportation service. Pursuant to our License, we are required to segregate and maintain the essential assets, together with any future improvements thereon, in accordance with certain standards defined in our License.
We may not for any reason dispose of, encumber, lease, sublease or lend essential assets for purposes other than the provision of the licensed service without ENARGAS’s prior authorization. Any extensions or improvements that we make to the natural gas pipeline system may only be encumbered to secure loans that have a term of more than one year to finance such extensions or improvements.
Upon expiration of our License, we will be required to transfer to the Government or its designee the essential assets specified in our License as of the expiration date, free of any debt, encumbrance or attachment. If we decide not to participate in a new bidding for a new License term, we will receive compensation equal to the lower of the following two amounts:
the net book value of the essential assets determined on the basis of the price paid by CIESA for shares of our common stock plus the original cost of subsequent investments carried in U.S. dollars in each case adjusted by the PPI, net of accumulated depreciation in accordance with the calculation rules to be determined by ENARGAS (since the enactment of the Public Emergency Law, this provision may no longer be valid); or
the net proceeds of a new competitive bidding (the “New Bidding”).
Once the period of the extension of the License expires, we will be entitled to participate in the New Bidding, and, thus, we shall be entitled to:
submit a bid computed at an equal and not lower price than the appraisal value determined by an investment bank selected by ENARGAS, which represents the value of the business providing the licensed service at the valuation date, as a going concern and without regard to the debts;
match the best bid submitted by third parties in the New Bidding, if it would be higher than our bid mentioned above, paying the difference between both values to obtain a new license; and
if we have participated in the New Bidding but are unwilling to match the best bid made by a third party, receive the appraisal value as compensation for the transfer of the essential assets to the new licensee, with any excess paid by the third-party remaining for the grantor.
Under Argentine law, an Argentine court will not permit the enforcement of a judgment on any of our property located in Argentina which is determined by the courts to provide essential public services. This may adversely affect the ability of a creditor to realize a judgment against our assets.
Under a transfer agreement we entered into in connection with the privatization of GdE in the 1990s (the “Transfer Agreement”), liabilities for damages caused by or arising from the GdE assets are allocated to either GdE or us depending on whether any such damage arose or arises from the operation of the assets prior to or following the commencement of our operations. Also, pursuant to the Transfer Agreement, we are responsible for any defects in title to such assets, although any such defects are not expected to be material. The Transfer Agreement further provided that GdE was responsible for five years until December 1997 for the registration of easements related to the system, which were not properly recorded, and for the payment to property owners of any royalties or fees in respect thereof. Since 1998, we have been responsible for properly recording any remaining easement agreements and for making payments of royalties or fees related to such easements. See “Item 8. Financial Information.”
Environment
Environmental matters of the natural gas transportation business are governed by regulation NAG153 (as described below) issued by ENARGAS, which sets the guidelines for the implementation of an environmental management system and for the obligation to evaluate the environmental impact of projects.
Our business activities primarily have an impact on the atmosphere (as a result of methane release and combustion gases), the soil and watercourses due to the pipelines (including maintenance, third parties’ actions or failures). Our activities also generate hazardous waste and environmental noise. Further, we may be required to handle universal archeological or paleontological findings during works. All these aspects are monitored and measured under our comprehensive environmental program. We also conduct an annual emergency drill program to test our response capacity under safety and environmental emergencies, the 2019 drill was completed with satisfactory results. Our policy also extends to our contractors, who are required to comply with the same standards and implement environmental protection measures for the execution of each work.
Competition
Our Natural Gas Transportation business provides an essential public service in Argentina in accordance with Article No. 1 of the Natural Gas Law. Although there are no regulatory limitations on entry into the business of providing natural gas transportation services in Argentina, the construction of a competing pipeline system would require substantial capital investment and the approval of ENARGAS. Moreover, as a practical matter, a direct competitor would have to enter into agreements with natural gas distribution companies or end-users to transport a sufficient quantity of natural gas to justify the capital investment. The building and operation of a natural gas pipeline requires important technical know-how and high investment levelslevels.
Also, the ability of new entrants to successfully penetrate our market would depend on a favorable regulatory environment, an increasing and unsatisfied demand for natural gas by end-users, sufficient investment in downstream facilities to accommodate increased delivery capacity from the natural gas transportation systems and the finding of significant natural gas reserves. Given the potential of Vaca Muerta’s non-conventional gas formation, other competitors, new market participants or even us in association with third parties may become interested in participating in the construction of new similar projects that could have an impact on our competitive position and on our financial situation and future results.
To a limited extent, we compete with TGN on a day-to-day basis for natural gas interruptible transportation services and, from time-to-timetime to time for new natural gas firm transportation services made available as a result of expansion projects to the natural gas distribution companies to whom both we and TGN are either directly or indirectly connected (Camuzzi Gas Pampeana S.A., Metrogas S.A. and Naturgy Argentina S.A.). We compete directly with TGN for the transportation of natural gas from the Neuquina basin to the greater Buenos Aires area.
The cost of natural gas relative to competing fuels may also affect the demand for transportation services in the long term. The delivered cost of gas to end-users in Argentina, based on energy content, is currently significantly lower than other alternative fuels, except for hydroelectric power.
In 2008 and 2010, the Government, through ENARSA, finalized the construction of LNG regasification ports in Bahía Blanca and Escobar, respectively, which are intended to supplement the natural gas supply deficit.
Additionally, since April 2019, the Government has been developing a regulatory framework to transport nonconventional natural gas from the Vaca Muerta area to urban areas. For this purpose, on July 30, 2019, the SHR issued Resolution No. 437/2019 (“Resolution 437”), which published the rules for a public tender process to grant a new license, including the design and construction of a pipeline, for the operation of a new natural gas transport system, which willwould be completed in two stages: (i) first, by connecting the area of Tratayén in the Neuquén province with the area of Salliqueló in the Buenos Aires province, and (ii) second, by connecting the area of Salliqueló with the city of San Nicolás de los Arroyos in the Buenos Aires province. The first stage of the project iswas expected to be working in part within 18 months from the date the license iswere granted, and should behave been fully operational within 24 months from the date of the license. The second phase of the project shallshould be operative within 60 months from the date the license iswere granted.
On December 30, 2020, Resolution 448/20 was published, cancelling such public bidding. The license will be grantedUndersecretary of Hydrocarbons has been instructed to evaluate other alternatives for the construction of a periodnew gas pipeline and/or the expansion of 35 years, renewable for 10 years according to the Natural Gas Law. Additionally, during the first 17 yearstransportation capacities.
In addition, the Government has implemented a number of projects to encourage the exploration and development of new natural gas reserves, or secure alternative supplies of natural gas, in recent years. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—The Argentine Natural Gas Industry.” For example, the Northeast pipeline is a project, led by the Government, which will connect the Bolivian natural gas basins with the northeastern region of Argentina and the greater Buenos Aires region. In recent years, the Government has carried out, albeit with some delays, the development of the expansion works.
LIQUIDS PRODUCTION AND COMMERCIALIZATION
Our Liquids production and commercialization activities are conducted at our Cerri Complex, which is located near the city of Bahía Blanca in the Province of Buenos Aires. In the Cerri Complex, ethane, LPG and natural gasoline are extracted from natural gas, which arrives through our three main pipelines from the Neuquina and Austral natural gas basins.
We own the Liquids obtained at our Cerri Complex. We purchase natural gas in order to replace thermal units consumed in the Liquids production process. These natural gas purchases are negotiated with certain natural gas distributors, traders and producers. The results of our Liquids Production and Commercialization segment are subject to risks associated with commodity price changes.
During 2020, 2019 2018 and 2017,2018, all of our Liquid sales were on our own account. Our sales of Liquids in the domestic market are regulated through the Households with Bottles Program (as defined below) of the Ministry of Energy in order to guarantee the supply at reasonable prices. For more information, see “—“—Regulation—Domestic market”market” below.
Liquids production in 2020 reached 1,287,093 short tons, an increase of 158,763 short tons or 14%, with respect to Liquids production in 2019. This was mainly due to the higher ethane marketed during 2020, given that in 2019 the customer was unable to process the product due to operational issues. At the same time, higher tons of propane and butane were also obtained. There were no production restrictions during the winter period, as a result of lower demand due to the effect of the COVID pandemic.
Liquids production in 2019 reached 1,127,558 short tons, a decrease of 44,248 short tons or 3.8%, with respect to Liquids production in 2018. This decrease was mainly due to a 29% decrease in ethane sales in 2019, primarily as a result of an accident in June 2019 at the facilities of PBB (our sole ethane purchaser) that affected its capacity to purchase our ethane production until October 2019. This was partially offset by an increase in volume produced of propane and butane. In duringDuring the winter season of 2019 there were no production restrictions given the higher local gas supply derived from non–conventional gas developments.
In 2019,2020, we were the second ethane producer behind MEGA, and our market share increased to more than 40% of the total ethane produced in Argentina in that year. The graphs below show our share in total propane and butane production in Argentina during 2019:
2020:
In response to the COVID pandemic, we have established the "Prevention Committee for Contingency against Coronavirus 2020", with MEGA, we awarded Geogas Trading S.A. an export contract for LPG for the periodpurpose of October 19, 2018,adopting the necessary measures to March 30, 2019. As in previous contracts,prevent the price was determinedhealth of its collaborators and contractors, as well as to guarantee the processing and dispatch of LPG.
The guards at the international reference price (Mont Belvieu) plus a fixed price per ton sold. The performanceCerri Complex and Puerto Galván were reinforced and different training and prevention activities were carried out to ensure that the dispatch of products by truck or ship was not interrupted by any type of incident related to COVID. All these tasks were coordinated with the joint adjudication processcorresponding health authorities and in compliance with MEGA allowed us to obtain an improvement in the fixed pricenational, provincial and to optimize the logistics management of cargo of the ships.municipal protocols.
Regarding the export of natural gasoline, exports, for the period betweenfrom February 1, 2019 and- January 1,31, 2020, we enteredthe Company operated with Petrobras Global Trading B.V. into a newunder an agreement, that improved commercial conditions. The sale price is calculated based on the NWE ARA price minus a fixed discount per ton sold. To guarantee continuitywhich included an improvement in the supply ofcommercial conditions in force during 2018. Subsequently, we continued to sell this product we renewedat market terms.
In 2020, although with some volatility, the agreement with Petrobras Global Trading B.V.average selling prices of propane, butane and natural gasoline destined for export recorded declines of 15%, 16% and 31%, respectively. The drop in international reference prices occurred mainly as of March 2020 due to the periodeffects of February 1, 2020,the pandemic and began to January 31, 2021.show signs of recovery as of the last months of the year. International prices recovered sharply, even surpassing the prices in effect at the end of 2019.
Truck exports to neighboring countries have also grown. The countries with which we operate under this scheme are Chile, Paraguay and Brazil. Although volumes exported using this modality are much lower than exports by sea, they allow us to obtain a larger profit margin.
During 2020, we continued to market LPG through trucks, dispatching approximately 16,543 trucks (418,472 short tons) of our own product, compared to approximately 13,781 trucks (343,240 tons) dispatched during 2019. The dispatch of trucks, which is mainly to supply domestic demand, also allows us to export our products to neighboring countries. With substantially lower volumes than those exported by sea.
Our entire ethane production is sold to PBB through a long-term agreement signed on September 6, 2018. This agreement will expire on December 27, 2027 and includes, among other conditions, TOP and DOP commitments for minimum annual quantities of 308,644 short tons per year, which is lower than the TOP quantities included in the 2015 ethane agreement with PBB. If either of the parties does not comply with the TOP or DOP conditions, as applicable, that party is required to compensate the other party for the breach of the minimum annual quantities commitment. Pursuant to the current contract with PBB, in case of a default by PBB with respect to its TOP commitments, PBB will be required to compensate us.
Our Liquids Production and Commercialization segment also comprises storage and dispatch by truck and subsequent shipment of the liquids extracted at the Cerri Complex to facilities located in Puerto Galván. LPG and natural gasoline are transported via two eight-inch pipelines to the loading terminal at Puerto Galván. Ethane is piped via an eight-inch pipeline to the PBB olefins plant, which is the sole outlet for ethane from the Cerri Complex. Any ethane extracted at the Cerri Complex that cannot be sold to PBB is reinjected into the pipeline.
Our Liquids Production and Commercialization segment has increased as a percentage of our total revenues from 19.0% in 2001 to 47.6%49% in 2019,2020, as a consequence of the adverse change in the regulated Natural Gas Transportation segment, and the increases in the international prices of LPG and natural gasoline, which generated higher revenues primarily from exports.
Propane, butane and natural gasoline export prices in Argentina decreased 28.5%15%, 23.3%16% and 17.0%31%, respectively, in 20192020 compared to the prices of such liquids in 2018.2019. International reference prices fell during the first half of 2019, showing recovery signs as from the month of August. Due2020 due to global economic instability and the confrontation between the main oil producers in the world, the reference price of propane, butane and natural gasoline fell approximately 41.6%, 56.2% and 74.2%, respectively.world.
In 2019,2020, our export revenues from the Liquids Production and Commercialization segment were Ps. 9,144.99.535 million and represented 18.8%17% of our total net revenues and 39.5%35% of our liquids production and commercialization revenues. Additionally, the total volume of sales from Liquids was 1,146,8251,262,543 short tons, and the volume of sales from Liquids exports was 439,650417,448 short tons, representing 38.3%33% of our total liquids sales volumes.
The annual sales of our Cerri Complex for 2020, 2019 2018 and 20172018 in short tons were as follows:
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
Ethane | 312,651 | 437,362 | 311,786 | 397,787 | 312,651 | 437,362 | ||||||||||||||||||
Propane | 416,519 | 334,852 | 353,561 | 431,700 | 416,519 | 334,852 | ||||||||||||||||||
Butane | 287,083 | 260,761 | 260,171 | 298,358 | 287,083 | 260,761 | ||||||||||||||||||
Natural Gasoline | 130,572 | 132,311 | 133,802 | 134,698 | 130,572 | 132,311 | ||||||||||||||||||
| Total | 1,146,825 | 1,165,286 | 1,059,319 | 1,262,543 | 1,146,825 | 1,165,286 | ||||||||||||||||||
We anticipate that new oil and natural gas developments in Argentina will provide new opportunities in the Liquids Production and Commercialization business and lead to related increases in revenues from our Natural Gas Transportation and Liquids Production and Commercialization businesses.
Regulation
Liquids production and commercialization activities are not subject to regulation by ENARGAS. However, in recent years, the Government has enacted regulations that significantly affect our Liquids production activities.
Domestic market
We are not able to freely select the markets to which we will allocate LPG production. As we are effectively required to meet the minimum domestic demand before exporting significant amounts of LPG, we forego sales to foreign markets, where the prices for some products are higher than those established for local consumers in Argentina.
On March 9, 2005, the Government enacted Law No. 26,020, which set forth the regulatory framework for LPG industry and commercialization. After its issuance, the Ministry of Energy established, through several subsequent resolutions, reference prices applicable to sales of LPG bottles.
On March 30, 2015, the Executive Branch issued Decree No. 470/2015, regulated by Resolution No. 49/2015 issued by the former Federal Energy Bureau, both creating the framework for selling LPG bottles (the “Households with Bottles Program”) which replaced the programs in force until that time.
The provisions of Law No. 26,020 set the sale prices of LPG for the local market and the SHR is the body that periodically determines the minimum volume of product that each producer must allocate for commercialization in order to ensure domestic supply. The former Federal Energy Bureau established, through several resolutions, reference prices applicable to sales of LPG containers of less than 45 kilograms and to wholesale LPG sales exclusively to LPG retailers (fraccionadores).
Under the Households with Bottles Program the Ministry of Energy regulates the price and the quantity of LPG sold in the domestic market by each LPG producer. For the year 2016 and the first quarter of 2017, the price for butane was established by Resolution No. 70/2015 at Ps. 650 per ton. During 2017, the Ministry of Energy issued Resolutions No. 56-E/2017 and No. 287-E/2017, setting the prices at Ps. 2,568 per ton of butane and Ps. 2,410 per ton of propane as of April 2017 and at Ps. 4,302 per ton of butane and Ps. 4,290 per ton of propane as of December 1, 2017. The compensation received from the Ministry of Energy was Ps. 550Ps.550 per ton of butane from April 2015 through March 2018.
Afterwards, on March 27, 2018, the SHR issued Resolution No. 5/2018 increasing the price paid under the Households with Bottles Program to Ps. 5,416Ps.5,416 per ton of butane and Ps. 5,502Ps.5,502 per ton of propane, effective as of April 1, 2018.
During 2019, the Government introduced several amendments to the prices of the products commercialized under the Households with Bottles Program. The prices per ton of butane and propane increased as follows: (i) from February 1, 2019 to May 10, 2019, to Ps. 9,154Ps.9,154 and Ps. 9,042Ps.9,042 respectively, (ii) from May 10, 2019 to June 30, 2019, to Ps. 9,327Ps.9,327 and Ps. 9,213Ps.9,213 respectively, and (iii) since July 1, 2019, to Ps.9,895 and Ps.9,656 respectively. On October 19, 2020, the Secretary of Energy issued Resolution No. 30/2020 by which it increased the price of such products to Ps. 9,895 and Ps. 9,656 respectively.10.885. Furthermore, since February 1, 2019 the compensation received through the Households with Bottles Program was completely eliminated.
The Households with Bottles Program requires us to produce, under certain circumstances, and market the LPG volumes required by the Ministry of Energy at prices significantly below the market. This requirement might prevent us from covering production costs, even after giving effect to the subsidy payments that we receive under the agreement, creating a negative operating margin. We have initiated several actions with the Government in order to enjoin the requirement that we sell products with negative operating margins for an extended period. On June 3, 2015, we filed a motion for reconsideration regarding the volumes of LPG that we were required to provide in 2015 under the Households with Bottles Program. In addition, on August 18, 2015, we filed a lawsuit to overturn Resolutions No. 49/15 and 70/15 which implemented the Households with Bottles Program and required us to sell products below their international reference prices. Since the Macri administration took office, prices of products sold under the Households with Bottles Program have been adjusted and we did not continue pursuing legal actions against Resolutions No. 49/15 and 70/15.
On March 16, 2015, through Resolution No. 36/2015, which modified Resolution No. 792/05, the Ministry of Energy set the method to calculate the LPG export parity that would be updated monthly by this agency. These modifications generated an increase in the prices at which the LPG is sold in the local market to those customers who do not fall under the Households with Bottles Program and the Propane for Networks Agreement.
Since the Propane for Networks Agreement was signed between the Government and producers of LPG, including us, in 2003, we have complied with our commitments under that agreement. Pursuant to the Propane for Networks Agreement, which has been extended several times, the Ministry of Energy fixed prices and procedures by which it compensates participating companies. The compensation received is calculated as the difference between the sales price established for the domestic market and the LPG export parity price published monthly by the Ministry of Energy. The compensation is calculated on a monthly basis.
In May 2018, we signed the sixteenth extension of the Propane for Networks Agreement, which served as a framework for the marketing of the products stipulated therein for the period from April 1, 2018 to December 31, 2019. Additionally, this extension established the price at which propane intended for this program concept will be sold to the customer. As of the date of this Annual Report, a new agreement has not been concluded. Notwithstanding the foregoing, on January 14, 2020 we received an instruction from the Ministry of Energy to deliver propane in accordance with the conditions of the sixteenth extension of the Propane for Networks Agreement, and such authority expressed that it will take actions to uphold the Propane for Networks Agreement until at least June 30, 2020. After that, we celebrated the seventeenth extension to the Propane for Networks Agreement, effective until December 31, 2020.
The Government compensates us for our participation in the Propane for Networks Agreement. Although we have not received this payment in a timely manner, collections improved in 2017, 20182020, 2019 and 2019.2018. As of December 31, 2019,2020, we had Ps. 143.8Ps.303 million in receivables against the Government in connection with the Households with Bottles Program and the Propane for Networks Agreement.
International market
In the international market, we commercialize propane, butane and natural gasoline to international traders and other clients.
On September 4, 2018, throughby means of Decree No. 793/2018 an additional(later amended by National Executive Branch Decree No. 865/2018, the effectiveness of which was ratified by Law No. 27,467), the National Executive Branch stipulated a 12% withholding tax on exports was established for consumptionall the goods comprised in the common customs MERCOSUR nomenclature, with a maximum of all merchandise, with the maximum limits of Ps. 4Ps.4 per U.S. dollar for primary goods and Ps. 3 per U.S.United States dollar for the processed ones.products that our Company exports. This measureprice limit was setleft without effect on a transitory basis until December 31, 2020.
Through Law No. 27,541, the Executive Branch (until December 31, 2021) is empowered to set export dutyduties, the rate of which may in any case not exceed Ps. 4 for each U.S. dollar33% of the taxable value includingprice. Beyond the amountgeneral limit mentioned above, with respect to hydrocarbons, it is established that the application of the aliquot, or the official free on board price, as applicable, provides. For merchandise included in the common customs nomenclature of the MERCOSUR tariffs willwithholding tax may not exceed Ps. 3 for each U.S. dollar8% of the taxable value includingprice.
Most recently after the amount thatdisagreement between OPEC members and Russia and the applicationCOVID pandemic, in March 2020 the price of oil suffered a sharp decrease, reaching the WTI U.S.$30 per barrel. As of March 31, 2020, the price of natural gasoline, propane and butane declined 74.2%, 41.6% and 56.2%, from December 2019’s prices, respectively. Although this situation is temporary, it is uncertain to predict how long it will extend and the impact it would have on the results of our operations and financial situation. In response to the volatility of the aliquot orinternational oil prices, on May 19, 2020, the official free on boardGovernment issued Decree No. 488/2020 ("Decree 488") pursuant to which, among others, the price as appropriate, provides. If these limits are applied, they will remainper barrel of crude oil in Ps.the local market was fixed at U.S.$45 until December 31, 2020, subject to review if the cancellation“ICE Brent first line” price exceeds U.S.$45 / bbl during 10 consecutive days, and introduced modifications to the tax regime applicable to domestic consumption of fuel and export withholdings.
During fiscal year ended December 31, 2020, the average withholding tax rate amounted to 4.2%, being 0% during some months of the obligation.fiscal year. At the date of issuance of this Annual Report, due to the current quotation of the "ICE Brent first line" barrel, the rate reached the maximum amount of 8%.
Environment
In addition to this sector-specific regulation, we must comply with the environmental legislation set by each of the seven provinces where the high-pressure trunk gas pipeline system runs.
Our production and liquid storage facilities are subject to Law No. 11,459 of industrial establishment of Buenos Aires. Additionally, we must comply with all environmental legislation issued by the province, which includes laws and regulations of gas emissions, waste emissions, use of public waters and return of effluents, among others. Both facilities in the Cerri Complex and Puerto Galván have valid environmental certificates.
Competition
The construction and operation of natural gas processing plants located in the Province of Neuquén have represented important competition for our Liquids sector, since our customers could satisfy their product demand with alternative suppliers. This competition was finally mitigated by entering into agreements with natural gas producers that limited their ability to make investments in natural gas processing plants.
For example, at the end of 2000, MEGA finished building and began operation of a gas processing plant with a capacity of approximately 1.3 Bcf/d, located in the Province of Neuquén. Although the construction of this gas processing plant initially resulted in lower volumes of gas arriving at the Cerri Complex, we have been able to undertake measures to substantially mitigate any negative impact of MEGA’s activity. However, there is a risk that additional gas processing at the MEGA plant could result in lower volumes or lesser quality gas (i.e., gas with lower liquids content) arriving at the Cerri Complex in the future, or that other projects that may be developed upstream of the Cerri Complex could adversely affect our revenues from Liquids production and commercialization services.
Formerly, our sole purchaser of ethane, PBB, decided, for commercial reasons, to give priority to the product provided by MEGA. If PBB continues with its policy of taking increased volumes of ethane from our competitors, this situation could adversely affect our revenues from Liquids production and commercialization services, if we are unable to sell the ethane and must reinject it into the gas stream.
In order to guarantee access to natural gas to benot yet processed in the Cerri Complex, in the past, we obtained the commitment of natural gas producers to not build natural gas processing plants upstream of the Cerri Complex during the term of such long-term agreements. From time to time, and as these contracts expire, we renew and sign new agreements with them to replace expiring contracts. The agreements reached in more recent years, have had shorter durations and the contracts in effect do not limit the ability of gas producers to build natural gas processing plants upstream of the Cerri Complex during the term of the agreement. All of these recent agreements contain commitments of such natural gas producers not to reduce the quality of the natural gas that they sell to us. Nevertheless, any decision by such natural gas producers to make modifications to the methodology for injecting natural gas into the pipeline system could result in the receipt of lower quality natural gas, thereby reducing the amount of the Liquids available for extraction and processing in the Cerri Complex.
OTHER SERVICES
Other business activities are not subject to regulation by ENARGAS.
Midstream Services
Through midstream services, we provide integral solutions related to natural gas from the wellhead up to the transportation systems. The services are comprised ofcomprise gas gathering, compression and treatment, as well as construction, operation and maintenance of plants and pipelines, which are generally rendered to natural gas and oil producers at the wellhead. Our portfolio of midstream customers also includes distribution companies, big industrial users, power plants and refineries. Our midstream activities also include the separation and removal of impurities such as water, carbon dioxide and sulfur from the natural gas stream, as well as services related to pipeline and compression plant construction, operation and maintenance of pipelines and compressor plants services, and steam generation for electricity production. Small diameter pipes from the wellheads form a network, or gathering system, carrying the gas stream to larger pipelines where field compression is sometimes needed to inject the gas into our large diameter gas pipelines. The services are tailored to fit the particular needs of each customer in technical, economic and financial matters.
This business segment includes the transportation and all related services provided in Vaca Muerta after the important gas pipe project carried out during 2019 which allow us to comply with the agreements signed with the main natural gas producers in the area.
In addition, we provide operation and maintenance of pipelines services to our affiliate Gas Link S.A. (“Link”).
In September 2017, the UT Río Neuquén was created by YPF, Pampa Energía and Petrobras Brasil,Brazil, to expand for the next ten years, the services provided at the Río Neuquén Plant. A natural gas dehydration unit with capacity of 71 MMcf/d has been installed and several minor modifications in the plant have been performed.
We have entered into an UT with SACDE for the purpose of participating jointly in the National Public Bid No. 452-0004-LPU17: Assembly of Pipes for the Construction of the Project “Expansion of the Natural Gas Transportation and Distribution SystemSystem.”. As a result of this bid, the Ministry of Mines and Energy awarded to the aforementioned UT the contract for the construction of the Regional II-Recreo/Rafaela/Sunchales Regional Gas Pipeline. As of the date of issuance of this Annual report,Report, construction works are still in progress.
Furthermore, we aim to have a leading role in the development of theArgentina’s energy sector of Argentina. Insector. For this sense,reason, we developed the projects ofin the Southern Section and Northern Section in the Vaca Muerta fields. To make these investments viable, we executed agreements with various natural gas producers and hired treatment ofcontracted natural gas treatment services for a period of 10 years.
The total investment in both the Northern Section and the Southern Section was U.S.$260 million, and may amount to up to U.S.$800 million with the expansion of the natural gas reserve plant serving Vaca Muerta and other areas of the Neuquina basin. The plant will capture and transport the natural gas production of eight hydrocarbon areas adjacent to Vaca Muerta. The Northern Section and Southern Section will provide the infrastructure to transport and condition the production of natural gas for its entry into the transportation systems through 91 miles. The natural gas pipelines have a transportation capacity of 2.2 Bcf/d and the modular conditioning plant has a capacity of 176.6 MMcf/d in its initial stage.
Additionally, the connection of the plan located in FebruaryTratayén to the Central West Gas Pipeline, belonging to TGN's regulated transportation system, was completed in 2020. Moreover, in September 2020, we approved a project to expand the plant located in Tratayén. The execution term of this project is for one year—works are expected to commence in the fourth quarter of 2020—year and will require a U.S.$15 million investment. This project will consist of a 42.4 MMcf/d increase in the plant’s treatment capacity, the installation of a butane extraction unit and the building of facilities for liquids storage and dispatch. This project is expected to improve the profitability of our investment and we believe it will generate business alternatives required for the sustainable development of the area by natural gas producers.
This project will continue to improve the profitability of the investment made by us and generate business alternatives necessary for the sustainable development of the area by natural gas producers, particularly by providing security in the evacuation of gas volumes committed by some customers under the Plan Gas.Ar.
In July 2020 an agreement was signed with Shell Argentina S.A. by which we will provide the service of dehydration, measurement and regulation of gas for a volume of up to 35 MMcf/d, in the Bajada de Añelo field, for a term of two years. To provide the service, we assumed responsibility for the design, construction and operation of a plant it owns.
In June 2020, two agreements were signed to provide in the Plaza Huincul Plant, the service of compression and conditioning of gas from the Cerro Bandera field - signed with Oilstone Energía S.A. (“Oilstone”) in its role as operator of the Cerro Bandera concession - and from the Puesto Cortadera and Portezuelo Minas fields - signed with Oilstone in its role as operator of the Unión Transitoria de Empresas (Joint Venture) called Gas y Petróleo del Neuquén S.A. - Oilstone - Dorsal - Unión Transitoria -, both for a seven-year term. In order to provide this service, a third agreement was signed with Oilstone whereby we executed the hydraulic test and connection works between an Oilstone gas pipeline and our compression and conditioning plant. On September 28, 2020 we completed these works and in October 2020 the compression and conditioning service described above commenced.
Telcosur (Telecommunications System)
We own 99.98% of Telcosur, a telecommunications company created in September 1998 to provide value-added and data transportation services using our modern digital land radio telecommunications system with Synchronous Digital Hierarchy (“SDH”) technology (which was installed for purposes relating to our gas transportation system).
In line with our mid- and long-term business consolidation strategy, Telcosur signed agreements with new clients and extended or renewed current agreements. With the technological update of the main Cerri-Río Grande telecommunications system in 2019, we have completed the update of the whole telecommunications system, as in 2018 we had finished the section Buenos Aires – Bahía Blanca – Neuquén.
We have also expanded the video surveillance system, digital signage at the office, plants and bases and Wi-Fi at the Cerri Complex. These achievements will improve our connectivity and will enable us to render services to oil and gas producers and service companies in Vaca Muerta.
During 2020, Telcosur completed the work it had started in 2019, in which it installed 150 km of high-capacity optical fiber to provide telecommunications services to oil and gas producers and service companies in Vaca Muerta, which require a significant amount of data transmission for their operations and communications.
The U.S.$3 million investment we made allowed us to improve connectivity in the key area of unconventional extraction.
The laying was made parallel to the Vaca Muerta Norte and Vaca Muerta Sur Gas Pipeline, near Añelo in the province of Neuquén, which we finished building in 2020 for a better evacuation of the production of the different areas in production.
The network will expand the possibility of providing point-to-point or point-to-multipoint solutions with constant speed and high capacity, and due to its characteristics with the integration of voice, data, internet and video, it allows cost optimization.
During 2020, Telcosur and Grupo Datco, a regional conglomerate specialized in technology, infrastructure and telecommunications solutions, formed a strategic alliance to expand their operations in the Argentine Patagonia, mainly in the province of Neuquén for the oil and gas industry that is targeting the formation of Vaca Muerta.
The objective of both companies is to enhance their capabilities and generate business synergies in the southern region of the country, allowing them to make profitable the installation of the fiber optic cable mentioned above.
Within the framework of this alliance, the companies agreed on three work axes, namely:
- Cooperation between Telcosur and 0G Networks, a Datco Group company, to incorporate Sigfox technology on the infrastructure of microwave antenna towers deployed in more than 4,600 km of Patagonia;
- Interconnect the fiber optic networks of both operators, which total more than 1,800 km in Patagonia throughout La Pampa, Chubut, Neuquén, Río Negro, Santa Cruz and Tierra del Fuego, Antarctica and South Atlantic Islands; and
- To carry out a feasibility and investment study for the connection of their networks through Paso Pichachén, a border crossing that links Neuquén with the VIII Region of Biobío (on the Argentine side, the closest town to Paso Pichachén is El Cholar, while on the Chilean side it is Moncol and Antuco).
This agreement affirms Telcosur's commitment to enhance the development of the world's second largest hydrocarbon reserve, Vaca Muerta, and lays the foundations for its positioning in the market as a leading telecommunications service provider.
Finally, on August 22, 2020, the Government issued Decree No. 690/2020, which amends Law No. 27,078 - Law on Information and Communication Technologies, and declared mobile and fixed telephone, Internet and cable television as essential public services and strategic, and orderded to suspend any price increase or modification of the same until December 31 2020.
C. Organizational Structure
The following is a summary diagram of our subsidiaries (Telcosur and CTG) and affiliates as of MarchDecember 31, 2020, including information about ownership and location:
| (1) | Incorporated in Argentina. |
| (2) | Incorporated in Uruguay. |
As of the date of this Annual Report, we are performing the formal steps to liquidate Emprendimientos de Gas del Sur S.A. (“EGS”).
D. Property, Plant and Equipment
Gas Transportation
The principal components of the pipeline system we operate are as follows:
Pipelines. We render natural gas transportation service through a pipeline system that is 5,7065,769 miles long, of which 4,7454,775 miles operated under the License on an exclusive basis. We manage the transportation of natural gas over the remainder of the system under management agreements with the Gas Trust, which owns the remaining portions of the pipeline. The system consists primarily of large diameter, high-pressure pipelines intended for the transportation of large volumes of gas at a pressure of approximately 853-996 pound/square inch. Line valves are installed on the pipeline at regular intervals, permitting sections of the pipeline to be isolated for maintenance and repair work. Gas flow regulating and measurement facilities are also located at various points on the system to regulate gas pressures and volumes. In addition, a cathodic protection system has been installed to protect the pipeline from corrosion and significantly reduce metal loss. All of the pipelines are located underground or underwater.
Maintenance bases. Maintenance bases are located adjacent to the natural gas pipeline system in order to maintain the pipeline and related surface facilities and to handle any emergency situations which may arise. Personnel at these bases periodically examine the pipelines to verify their condition and inspect and lubricate pipeline valves. Personnel at the bases also carry out a cathodic protection system to ensure that adequate anti-corrosion systems are in place and functioning properly. Such performance also maintains and verifies the accuracy of our measurement instruments to ensure that these are functioning within appropriate industry standards and in accordance with the specifications contained in our service regulations.
Compressor plants. Compressor plants along the pipelines recompress the natural gas volumes transported in order to restore pressure to optimal operational levels, thereby ensuring maximum use of capacity as well as efficient and safe delivery. Compressor plants are spaced along the pipelines at various points (between 62 and 124 miles) depending upon certain technical characteristics of the pipelines and the required pressure for transport. Compressor plants include mainly turbine-driven compressors and, to a lesser extent, motor-driven compressors which use natural gas as fuel, together with electric power generators to supply the complementary electrical equipment (control and measurement devices, pumping, lighting, communications equipment, etc.).
We transport natural gas through four major pipeline segments: General San Martín, Neuba I, Neuba II and Loop Sur, as well as several smaller natural gas pipelines. Information with respect to certain aspects of our main natural gas pipelines as of December 31, 2019,2020, is set out in the table below:
Major Pipeline | Length (miles) | Diameter (inches) | Maximum Pressure (pound/inch) | Compressor Units | Operative Compressor Plants | HP Output | ||||||||||||||||||
| General San Martín | 2,869 | 24/30 | 853/995 | 59 | 17 | 512,800 | ||||||||||||||||||
| Neuba I/Loop Sur | 736 | 24/30 | 853 | 18 | 6 | 65,800 | ||||||||||||||||||
| Neuba II | 1,224 | 30/36 | 975/995 | 21 | 7 | 194,000 | ||||||||||||||||||
Other (1) | 940 | Various | Various | 6 | 3 | 7,500 | ||||||||||||||||||
| Total | 5,769 | 104 | 33 | 780,100 | ||||||||||||||||||||
| Major Pipeline | Length (miles) | Diameter (inches) | Maximum Pressure (pound/inch) | Compressor Units | Operative Compressor Plants | HP Output | ||||||||||||||||||
| General San Martín | 2,939 | 24/30 | 853/995 | 59 | 17 | 512,800 | ||||||||||||||||||
| Neuba I/Loop Sur | 1,217 | 24/30 | 853 | 18 | 6 | 65,800 | ||||||||||||||||||
| Neuba II | 1,307 | 30/36 | 975/995 | 21 | 7 | 194,000 | ||||||||||||||||||
Other (1) | 273 | Various | Various | 6 | 3 | 7,500 | ||||||||||||||||||
| Total | 5,736 | 104 | 33 | 780,100 | ||||||||||||||||||||
| (1) | Includes 247 miles of transfer pipelines throughout the pipeline system, as well as the Cordillerano pipeline, with a length of |
General San Martín. This pipeline was built in three stages, completed in 1965, 1973 and 1978, and transports natural gas from the extreme southern portion of Argentina to the greater Buenos Aires area in east-central Argentina. It originates in San Sebastián (Tierra del Fuego), passes through the StraitsStrait of Magellan and the Provinces of Santa Cruz, Chubut, Río Negro and Buenos Aires (including the Cerri Complex located near the city of Bahía Blanca in central Argentina), and terminates at the high pressure transmission ring around the City of Buenos Aires. The pipeline receives natural gas from the Austral basin at the extreme south in the Province of Tierra del Fuego, from the same basin further north at El Cóndor and Cerro Redondo, in the Province of Santa Cruz and from the San Jorge basin in the northern Santa Cruz and southern Chubut Provinces. The natural gas pipeline primarily serves the districts and cities of Buenos Aires, La Plata, Mar del Plata, Bahía Blanca, Puerto Madryn and Comodoro Rivadavia. This pipeline was expanded in 2005 by the Gas Trust in order to satisfy the growing natural gas demand in the Argentine economy. This expansion resulted in the construction of 458 miles of pipeline and the installation of new compressor units. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions.”
Neuba I (Sierra Barrosa-Bahía Blanca). Neuba I was built in 1970 and was expanded by us in 1996. It is one of our two main pipelines serving our principal source of gas supply, the Neuquina basin. The pipeline originates in west-central Argentina at Sierra Barrosa (Province of Neuquén), passes through the Provinces of Río Negro, La Pampa and Buenos Aires, and terminates at the Cerri Complex. This pipeline transports the natural gas received from the Neuquina Basin,basin, particularly from the Sierra Barrosa, Charco Bayo, El Medanito, Fernández Oro, Lindero Atravesado, Centenario, Río Neuquén and Loma de la Lata natural gas fields. The gas delivered from Neuba I is subsequently compressed and injected into the Loop Sur and the General San Martín pipelines for transportation north to the greater Buenos Aires area. As part of the works scheduled to be completed in the Five-Year Plan, we are executing the construction of a compressor plant in the town of Confluencia, Neuquén Province, which will allow the Neuba I gas pipeline to be interconnected with the Neuba II pipeline and thus grant a greater degree of flexibility to the operation of the natural gas transport system.
Loop Sur. This gas pipeline was built in 1972 as an extension of Neuba I and runs parallel to a portion of the General San Martín gas pipeline. Located in the province of Buenos Aires, it transports natural gas from the Neuba I at the Cerri Complex in Bahía Blanca and terminates at the high pressure transmission ring around Buenos Aires, which we also operate. The natural gas delivered by this gas pipeline constitutes a portion of the natural gas supply for the greater Buenos Aires area. Loop Sur is also connected to the TGN system and allows us to deliver natural gas to or receive natural gas from TGN. Such transfers occur occasionally during periods of high demand for natural gas.
Neuba II. Our newest natural gas pipeline, Neuba II, was built in 1988 and is our second pipeline serving the Neuquina basin. Neuba II was expanded four times between 1996 and 2000, and again in 2008. Neuba II begins at YPF’s Loma de la Lata gas treatment plant in the western portion of the basin and runs through the Provinces of Neuquén, Río Negro, La Pampa and Buenos Aires (through the Cerri Complex), up to its terminal station located at Ezeiza just outside of Buenos Aires. Neuba II is a principal source of natural gas for the Federal District and the greater Buenos Aires area. In 2008, this pipeline was expanded as a part of the Second Expansion, resulting in the construction of 153 miles of natural gas pipeline.
Other Pipelines. We also operate the Cordillerano natural gas pipeline, built in 1984, which receives gas from the Neuquina basin and supplies it mainly to three tourist centers in southern Argentina. In addition, we operate other minor pipelines, the high pressure transmission ring around Buenos Aires, the Chelforó-Conesa natural gas pipeline and other natural gas pipelines known as natural gas transfer pipelines.
Additional information regarding the expansion of our gas transportation system is included in “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions.”
Ancillary Facilities
Cathodic Protection System
Currently, we operate cathodic protection devices, which are located along our main pipelines. The objective of this system is to prevent the corrosion process. The corrosion process causes metal loss, which, depending on the severity of the damage, may cause pipeline ruptures. Cathodic protection equipment includes direct current rectifiers, and generators powered by thermic, turbine natural gas engines in locations where no electric lines are available. The system also includes an impressed current anode, which facilitates circulation of electricity through the circuit formed by the generator, the anode itself, the pipe and the land.
Measurement and Control of the Transport System
To guarantee the reliability of the facilities and optimize the operation of the transport system, it is necessary to have real-time information from the various measurement and control devices installed throughout our more than 5,7055,769 miles of gas pipelines and 3233 compressor plants.
To that effect, we have fiscal measurement stations associated with gas receptions from producer facilities and gas deliveries to our distributors or customers, in addition to the mediation equipment installed in the compressor plants to determine the volumes of pumped gas, fuel and other variables of operational interest.
All the information generated by the field devices is collected by our SCADA/EFM system, transmitted through our communications infrastructure and centralized at our headquarters. The fiscal mediation information contains volumes and quality of gas, which is collected by the SCADA/EFM system and saved in a database for further processing by other corporate systems.
In addition, the information is shared in real time with producers, distributors and ENARGAS in order to ensure the required auditability and transparency.
Natural Gas Control System
Located at our Buenos Aires headquarters, the gas control system controls scheduled gas injections and deliveries and allows us to follow gas flows in real time. Data is received from compressor stations by phone and automatically from remote terminal units (“RTUs”) installed in the receipt and delivery points equipped with the Electronic Flow Measurement (EFM) system. The information is normally collected by the supervisory control and data acquisition system (which has an ad hoc database that is updated every 30 seconds on average) and is then consolidated into other databases. In order to control gas injection and deliveries, we have developed a software system called Solicitud, Programación, Asignación y Control, which, among other things, allows us to control actual volumes and projected future injections to determine producer deviations. As part of this system, we operate meteorological equipment and receive daily weather information from various sources, which is used for the purpose of forecasting natural gas demand.
Natural Gas Measurement
Shipped and delivered natural gas is measured through primary field facilities that are connected with RTUs. Such RTUs transmit the data to the Buenos Aires headquarters. This data is utilized to prepare reports for clients, shippers, producers and ENARGAS. Energy balances are also prepared in order to control our system efficiency.
Liquids Production and Commercialization
Our Liquids production and commercialization activities are conducted at our Cerri Complex. It is located near the city of Bahía Blanca and is connected to each of our main pipelines. The Cerri Complex consists of an ethane extraction cryogenic plant to recover ethane, LPG and natural gasoline, together with a lean oil absorption plant to recover LPG and natural gasoline (“Liquids Production and Commercialization”). The facility also includes compression, power generation and storage facilities. The Cerri Complex processing capacity is approximately 1.6 Bcf/d.
As part of the Cerri Complex, we also maintain at Puerto Galván a storage and loading facility for the natural gas liquids extracted at the Cerri Complex. The Cerri Complex, including the Puerto Galván facility, is currently capable of storing 68,882 short tons of liquids. See “—Item 4. Our information —B.information—B. Business Overview—Liquids Production and Commercialization” above.
Other Services
Midstream
As part of this business segment, we provide services related to natural gas including treatment, gathering and gas compression, which are rendered at two treatment plants and fourthree gas compression plants with a total treatment capacity of 206.6 MMcf/d and a total compression capacity of 34,790 HP, respectively.
Throughout the year 2019, we successfully concluded assembly and pressurization works of an important Vaca Muerta gas pipe project that involved an aggregate investment of U.S.$260 million and will be pivotal in the development of Vaca Muerta natural gas reserves. The execution of these works demanded great commitment from our team and compliance with all the terms agreed with our customers. The Vaca Muerta project was executed in three stages:
• Milestone 1: on April 30, 2019, we finished the construction of the southern section of the Vaca Muerta pipeline, its connection to the northern Vaca Muerta pipeline and the segment that extends from connection to the project’s conditioning plant (the construction of which is still ongoing) located in the city of Tratayén, Province of Neuquén. In addition, both an early conditioning plant (integrated to the definite conditioning plant) and the plant connection to the Neuba I pipeline began operations.
• Milestone 2: on November 3, 2019, the northern section of the Vaca Muerta pipeline began operations, connecting the Rincón la Ceniza field with the southern section of the Vaca Muerta pipeline.
• Milestone 3: on December 12, 2019, the northern section of the Vaca Muerta pipeline began operations, extending from the Los Toldos I South field to Rincón la Ceniza, connected with the section previously started. The completion of this section, represented the completion of the northern section of the Vaca Muerta pipeline.
This pipeline system goes through several hydrocarbon fields, including Bajada de Añelo, La Calera, Rincón la Ceniza, Los Toldos I Sur and Pampa de las Yeguas I and II. The following map shows the location of the Vaca Muerta pipeline.
Additionally, the connection of the plan located in Tratayén to the Central West Gas Pipeline, belonging to TGN's regulated transportation system, was completed in 2020. Moreover, in September 2020, we approved a project to expand the plant located in Tratayén. The execution term of this project is of one year—works commenced in the fourth quarter of 2020—and will require a U.S.$15 million investment. It will consist in a 42.4 MMcf/d increase of the plant’s treatment capacity, the installation of a butane extraction unit and the building of facilities for liquids storage and dispatch.
Telecommunication
We own two interconnected networks beginning in the Buenos Aires Province, which consist of (i) a flexible and modern microwave digital network with SDH technology over more than 2,859 miles, which covers the Buenos Aires–Bahía Blanca–Neuquén routes to the West and the Buenos Aires–Bahía Blanca–Comodoro Rivadavia–Río Grande routes to the South, and (ii) a dark fiber optic network of approximately 1,056 miles, which covers the La Plata–Buenos Aires–Rosario–Córdoba–San Luis–Mendoza routes. There is also a network in the Patagonia region, which consists of a “lit” fiber optic network of approximately 374 miles, which covers the Puerto Madryn–Pico Truncado route.
In addition, the following networks were installed in 2010, 2011 or 2012: (i) a high capacity fiber optic network of approximately 745 miles, which links Buenos Aires–Bahía Blanca–Neuquén; (ii) a fiber optic network of approximately 497 miles, which covers the Bahía Blanca–Puerto Madryn route; and (iii) a high capacity fiber optic network of approximately 497 miles, which links Pico Truncado–Río Gallegos. In 2013, we installed 81 miles of fiber optics to connect the city of Río Gallegos and the radio station “El Cóndor” which is the southernmost continental radio station in South America.
Environmental and Sustainability Policy
Our safety and environment policy establishes a commitment of compliance with the applicable legislation in environmental matters, the prevention of pollution and the continuous improvement of its Sistema de Gestión Integrado (“SGI”). This commitment extends not only to our personnel, but also to contractors who work for, or provide services to, us.
Aligned with our safety and environment policy, we implemented an environmental management system, which is integrated with quality, safety and occupational health management. The SGI is certified according to ISO 9001, ISO 14001 and OHSAS 18001. Described in this framework are the processes that make up environmental management and the responsibilities and procedures associated with each of them.
A requirement of fundamental importance for us is to guarantee compliance with applicable environmental legislation, both in regulatory matters and at the level of the different jurisdictions in which we operate. To put it into practice, we have specific procedures that establish the obligations related to specific areas and a strategy to monitor the requirements of the authorities that allow for the maintenance of the environmental permits necessary to operate. In the case of projects, the environmental impact assessment is carried out following the requirements of Argentine natural gas rule 153 (“NAG153”), and any other applicable requirement requested by each local authority. The projects are carried out following the guidelines of the environmental protection plans that arise from the evaluation process.
In the framework of strengthening sustainability management, progress was made in the first stage of our environmental improvement program (the “Environmental Improvement Program”), with the aim of managing projects that reduce the environmental impact of our operations. A series of projects focused on optimizing the measurements of environmental variables was carried out in order to have a baseline on which to set objectives associated with improvement projects, such as the calculation of the Company’s carbon footprint, and the balance of energy efficiency in the Cerri Complex, Galván Plant and headquarters. We continue to evaluate technical alternatives with the goal of achieving “zero effluent” in the Cerri Complex.
Environmental performance is monitored through indicators that show trends in the main variables and serve as a basis to evidence the process of continuous improvement. In turn, the adequacy of the SGI in relation to the certified standards is verified through an annual program of internal audits.
We recognize that caring for the environment in the communities where we carry out our activities is essential to the strength of our business. We understand that business success is based on the ability to be recognized for operational efficiency, social responsibility and a commitment as a local company.
The Environmental Improvement Program aims to implement projects through interdisciplinary teams that allow us to know/validate the current situation of some of our environmental impacts. These validations will establish the baseline on which future improvements and investments will be calculated. The impacts considered are gaseous emissions, liquid effluents and energy consumption.
The work methodology consists of collecting information and having reliable data that allows us to obtain gas emission inventories, liquid effluent reduction plans and measures for the most efficient use of energy.
The Environmental Improvement Program seeks to reduce negative environmental impacts and avoid lawsuits for environmental issues and non-compliance with legislation. In order to meet its objectives, the following projects have been developed:
inventory of gaseous emissions;
monitoring of gaseous emissions from the Cerri Complex;
zero effluent in the Cerri Complex;
diagnosis of energy efficiency in the Cerri Complex, Puerto Galván and our headquarters;
measurement of the vents generated by the use of seals; and
sewage effluent treatment plant in Plaza Huincul.
Prevention and Control of Impacts on the Environment
We have a database that evaluates all activities that may have a significant impact on the environment or risks to the health and safety of our staff and contractors.
The main environmental factors affecting our operations are related to emissions to the atmosphere (including methane and combustion gases), generation of waste, environmental noise, and archaeological or paleontological findings. To assess the respective risk, all of these factors are evaluated based on the probability of occurrence and the magnitude of the damage that such factor could cause. Those environmental factors have one or more control procedures to guarantee our adequate operation.
In order to produce a planned response and an operational method in the event of an incident, emergency or crisis, we issued a crisis plan and particular emergency plans for each site. These plans take into account the possible impact on the community, the environment and the availability of external support services. In particular, in the Cerri Complex of Bahía Blanca, we participate in the Awareness and Preparedness for Emergencies at Local Level Plan (APPEL Plan), a process of awareness and preparation for emergencies designed by the United Nations, which seeks to provide organized responses in the event of major technological accidents. The objective is to protect the community from human and material losses, as well as to avoid damage to the environment, by preparing a coordinated emergency plan. This program is distinguished from other community experiences of self-protection given it requires the active participation of the community, local government authorities and the industry. In the case of the Galván Plant, the National Contingency Plan (PLANACON) is applied, aimed at responding to environmental emergencies in port areas and with jurisdiction of Prefectura Naval Argentina. It focuses on the mitigation of possible spills of dangerous substances, for which simulations are carried out and a company qualified for a response to spills is hired.
Insurance
We maintain insurance, subject to deductibles, against third-party liability for damage to all of our facilities used in the Liquids and Other Services business segments and our pipeline assets that pass under rivers or other bodies of water and the StraitsStrait of Magellan and business interruption. We believe this coverage is consistent with standards for international natural gas transportation companies. The terms of the policies related to the regulated assets have been approved by ENARGAS. In addition, we have obtained insurance coverage for our directors and officers pursuant to a standard D&O insurance. For additional information, see “Item 3. Key Information.—D. Risk Factors.—Risks Relating to Our Business—Our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks.”
| Item 4A. | Unresolved Staff Comments |
We do not have any unresolved staff comments.
| Item 5. | Operating and Financial Review and Prospects |
A. Operating Results
The following Operating and Financial Review and Prospects should be read in conjunction with “Item 3. Key Information—A. Selected Financial Data” and our Financial Statements included elsewhere herein.
This Operating and Financial Review and Prospects discussion contains forward-looking statements that involve certain risks, uncertainties and assumptions. These forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “will likely result,” “intend,” “projection,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan” or other similar words. Our actual results may differ materially from those identified in these forward-looking statements. For more information on forward-looking statements, see “Cautionary Statement Regarding Forward-Looking Statements.Statements and Risk Factors Summary.” In addition, for a discussion of important factors, including, but not limited to, the pesification of our tariffs and other factors that could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Item 3. Key Information—D. Risk Factors.”
For purposes of the following discussion and analysis, unless otherwise specified, references to fiscal years 2020, 2019 2018 and 20172018 relate to the fiscal years ended December 31, 2020, 2019 2018 and 2017,2018, respectively.
We maintain our accounting books and records in pesos. Our Financial Statements as of December 31, 20192020 and 20182019 and for the years ended December 31, 2020, 2019 2018 and 20172018 have been prepared in accordance with the accounting policies based on IFRS as issued by the IASB.
Our management considers that there is sufficient evidence to conclude that Argentina is a hyperinflationary economy in terms of IAS 29, effective as of July 1, 2018. As a result, (i) our audited consolidated statements of financial position as of December 31, 2019,2020, and our audited consolidated statements of comprehensive income, changes in equity and cash flows, and the related explanatory notes for the year ended December 31, 2019,2020, included elsewhere in this Annual Report have been prepared using hyperinflation accounting in accordance with IAS 29, and (ii) our audited consolidated statements of financial position as of December 31, 2018,2019, and our audited consolidated statements of comprehensive income, changes in equity and cash flows, and the related explanatory notes for the years ended December 31, 20182019 and 2017,2018, included elsewhere in this Annual Report have been restated to ConstantCurrent Currency in accordance with IAS 29 for comparative purposes. Thus, the Financial Statements and the financial information included in this Annual Report for all the periods reported are presented on the basis of constant pesos as of December 31, 2019.2020.
For information relating to the presentation of financial information, see “Presentation of Financial and Other Information.”
Critical Accounting Policies and Estimates
Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows, and require management to make difficult, subjective or complex judgments and estimates about matters that are inherently uncertain. In connection with the preparation of our Financial Statements included in this Annual Report, we have relied on assumptions derived from historical experience and various other factors that we deemed reasonable and relevant. Although we review these assumptions in the ordinary course of our business at the end of each reporting period, the presentation of our financial condition and results of operations often requires management to make judgments regarding the effects of matters that are inherently uncertain. Actual results may differ from those estimated as a result of these different assumptions. Subsequent to the reporting period, there have been changes in the global and Argentinean economy as a consequence of COVID. Thus, it is reasonable that our estimates made at December 31, 2019 could change as the negative consequences over our results of operations and financial condition.
We have described each of the following critical accounting policies and estimates in order to provide an understanding about how our management forms judgments and views with respect to such policies and estimates:
impairment of property, plant and equipment (“PPE”);
provisions for legal claims and others; and
income tax – deferred tax assets and tax credits.
Impairment of property, plant and equipment
We consider each of our business segments to be a single cash generating unit (“CGU”). Accordingly, we evaluate the carrying value of our PPE for impairment on a segment-by-segment basis when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
When assessing whether an impairment indicator may exist, we evaluate both internal and external sources of information, such as the following:
whether significant decreases in the market values of PPE elements took place;
whether prices of the main products and services that are marketed decreased;
whether significant changes in the regulatory framework were introduced;
whether operating costs suffered a material increase;
whether evidence of obsolescence or physical damage has occurred; and
whether the macroeconomic situation in which we carry out our activities, including significant variations in the sale prices of products, raw materials, interest rates, etc., has worsened.
Since August 2019, the main macroeconomic and business variables of Argentina suffered a significant deteriorationdeterioration. This situation was aggravated in 2020 by the negative consequences that COVID had on Argentina's economic situation which led the Government to take measures affecting the regulatory framework of the Natural Gas Transportation segment (see “Item“Item 3. Key Information. D. Risk Factors. Risk Related to Argentina”). We considerAs a result, we have assessed the macroeconomic situation of Argentinaimpairment indicators under IAS 36 and has performed recoverable amount tests on the CGU related to the Natural Gas Transportation and the measures takenOther services segment.
The value in use of CGU is sensitive to significant variation in the assumptions applied, including the determination of future tariffs determined by the Government in response thereof as indicatorsthe Natural Gas Transportation segment, and the expectation of impairment to determinebusiness development in the carrying value of our PPE for impairment.Vaca Muerta area in the Other Services segment.
The value in use is calculated on the basis of discounted future cash flows. The projected cash flows are prepared taking into account: (i) for assets associated with the Liquids and Commercialization segment, projections of the prices of Liquids and the cost of natural gas used to produce such liquids; (ii) for assets associated with the Natural Gas Transportation segment, estimates of future tariff adjustments and the recognition of cost adjustments; and (iii) for all of our assets, (x) projections of the future costs to be incurred, and (y) forecasts of macroeconomic variables such as interest rates, inflation, and foreign exchange rates; and (iii)adjustments, (ii) for assets associated with the Other Services segment, which mainly includes the pipeline and conditioning plant built in the Vaca Muerta area, future expectation of the need of Vaca Muerta gas producers to evacuate untreated natural gas.gas, (iii) projections of the future costs and investments to be incurred and (iv) expected macroeconomic variables such as interest rates, inflation, foreign exchange rates, among others. The discount rate is based on ourthe weighted average cost of capital (“WACC”WACC”).
In performing the analysis of our natural gas transportation segment, we based on: (i) the status of negotiations with the Government, (ii) the contractual rights derived from the License, (iii) our expectations with respect to the transitional tariff increase to be granted until the new RTI is finalized, (iv) our expectations to conclude the new RTI process required by the Argentine Government and (v) the impact of a cost monitoring scheme that allows the realization of semiannual adjustments to current tariffs.
Due to the uncertainties surrounding the tariff renegotiation process as described in “Item 4. Our Information - Information—B. Business Overview – Overview—Natural Gas Transportation – Transportation—Tariff Situation”, estimates of future tariff adjustments are highly uncertain and there is a substantial risk that these estimates could prove to be materially different from actual future tariffs. For this reason, we have performed, for the Natural Gas Transportation segment, a probability-weighted analysis as toregarding the cash flow assumptions considered in performing an impairment test of our natural gas transportation business. We considered three different scenarios. Two of them considered that the RTI process includes different tariff increases: an optimistic scenario and a base scenario. The remaining scenario assumes there is not any RTI Process but we received a limited tariff increase, the pessimistic scenario, considering an inflation index as from the last quarter of 2020.by sensitizing its main variables which were described above.
As of December 31, 2019,2020, we assigned a probability of occurrence to the, base, optimistic base and pessimistic scenarios of 20%70%, 50%10% and 30%20%, respectively.
In performingall scenarios, the analysis of our natural gas transportation segment, we based on: (i)WACC used is 12.4%, measured in U.S. dollars.
In order to make the status of negotiations withcomparison between the Government, (ii) the contractual rights derived from the License, (iii) management´s expectations regarding the proceduresexpected cash flow and actions initiated, (iv) our expectations regarding new RTI process required by the Argentine Government and (v) the impact of a cost monitoring scheme that allows the realization of semiannual adjustments to current tariffs. The resulting probability-weighted scenario was compared with the book value of the assets used in ourassigned to the Natural Gas Transportation segment.segment, the Company has used a weighting of the scenarios, in accordance with the probabilities mentioned above, to determine the expected value in use.
As of December 31, 2020, the assessment of recoverability of the CGU of the Natural Gas Transportation segment resulted in the recognition of impairment losses of Ps. 3,114 million (before taxes).
In addition, we have performed a sensitivity analysis of the probability of occurrence of each scenario and we concluded that an increase of up to 7080 percentage points in the weighted probability of the pessimistic case (from 30%20% to 100%) and a reduction in the probability of occurrence of the optimistic scenario and in the probability of occurrence of the base scenario (reducing each to zero) would not generateimply an increase in the impairment loss of approximately Ps. 5,393 million (before taxes). Also, we have conducted sensitivity analyses in which a value that1% increase in the discount rate would requireimply an adjustmentincrease in carrying amount for impairment.the impairment loss of approximately Ps. 907 million.
Based on the foregoing, we did not identify the need for any impairment of the PPE amountsin Other Services business segment as of December 31, 2019.2020.
The estimated recoverable values are sensitive to variation of the assumptions used in our impairment analysis, including the determination of future tariffs to be negotiated with the Government for our Natural Gas Transportation business segment and the expectation of the development of Vaca Muerta gas fields on our Other Services business segment. Therefore, significant differences could arise in relation to the estimated values in use.
Provisions for Legal Claims and Others
We have certain contingent liabilities with respect to legal and regulatory proceedings. We accrue liabilities at the expected cancellation value when it is more likely than not that future expenses will be incurred and such expenses can be reasonably estimated. Such provisions are based on developments as of the time the provisions are made, estimates of the outcomes of these matters and our lawyers’ experience in contesting, litigating and settling other matters. As the scope of the liabilities becomes better defined, there may be changes in estimates of future costs, which could have a material effect on our future results of operations and financial condition or liquidity.
We believe that our accounting policies relating to the provision for legal and other claims are “critical accounting policies” because:
it requires our management to make estimates and assumptions that are highly susceptible to change from period to period; and
the impact that recognizing or reversing provisions for legal claims and others would have on our consolidated balance sheet as well as on the results of our operations could be material.
Income tax – deferred tax asset
Deferred income tax assets are measured at an undiscounted nominal value at the tax rates that are expected to apply in the year when the asset is realized, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting period rate.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Determining the amount of deferred tax assets that can be booked requires the exercise of considerable judgment on the part of management, based on the probable term and level of future taxable profits together with future tax planning strategies and macroeconomic variables affecting the business.
On December 29, 2017, the Executive Branch promulgated and put into effect the Tax Reform. Among other things, this reform establishes a gradual reduction of the applicable rate for the calculation of income tax, being 35%, 30% and 25% for fiscal periods 2017, 2018 through 2019 and 2020 onwards, respectively.
The Solidarity Law suspended until fiscal years beginning on January 1, 2021 inclusive, the 25% reduction of the applicable rate and the withholding of 13% on dividends. For additional information see “Item 10. Additional Information. E. Taxation.Taxation.”
Since these regulations were in full force, for the calculation of deferred assets and liabilities, we estimate the reversal of the deferred items and the tax rates applicable in the period in which the asset is expected to be realized or the liability is expected to be canceled.
Based on the estimates made as of December 31, 2020, we have not recognized as a deferred tax asset almost all of the specific tax loss carry-forward generated by negative exchange differences arising from financial instruments traded abroad to the extent that it is not probable that there will be a future taxable profit against which the tax loss can be used.
As of December 31, 2019 and 2018, we dodid not maintain any income tax loss carry-forward.
Factors Affecting Our Consolidated Results of Operations
As we are an Argentine corporation (sociedad anónima) and all of our operations and assets are located in Argentina, we are affected by general economic conditions in the country, such as demand for natural gas, inflation and fluctuations in currency exchange rates. Moreover, as a provider of a regulated service and producer of hydrocarbons, the prices of our services and products are subject to significant intervention by the Government. In particular, these factors affect our operating costs and revenues.
For the year ended December 31, 2019, 47.6%2020, 49% and 46.6%42% of our net revenues were attributable to our Liquids Production and Commercialization segment and to our Natural Gas Transportation business, respectively.
The following table sets forth, for the years indicated, the variation of key macroeconomic indicators in Argentina during the years specified below, as reported by official sources.
2020 | 2019 | 2018 | 2017 | 2016 | ||||||||||||||||
| WPI (in %) | 35.4 | 58.5 | 73.5 | 18.8 | 34.6 | |||||||||||||||
CPI (in %)(1) | 36.1 | 53.8 | 47.6 | 24.8 | 36.1 | |||||||||||||||
| Devaluation of pesos vs. dollar (in %) | 40.5 | 58.9 | 102.2 | 17.4 | 9.3 | |||||||||||||||
| Real GDP (pesos of 2004) (% change) | (9.9 | ) | (2.2 | ) | (2.5 | ) | 2.7 | (2.1 | ) | |||||||||||
| Industrial production (% change) | (7.6 | ) | 1.3 | (14.8 | ) | 1.8 | (4.6 | ) | ||||||||||||
| Transportation services tariffs increase | - | 26.0 | 79.5 | 182.0 | 200.1 | |||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
WPI (in %) (1) | 58.5 | 73.5 | 18.8 | 34.6 | 10.6 | |||||||||||||||
CPI (in %)(2) | 53.8 | 47.6 | 24.8 | 36.1 | 23.6 | |||||||||||||||
| Devaluation of pesos vs. dollar (in %) | 58.9 | 102.2 | 17.4 | 9.3 | 52.5 | |||||||||||||||
| Real GDP (pesos of 2004) (% change) | (2.2 | ) | (2.5 | ) | 2.7 | (2.1 | ) | 2.7 | ||||||||||||
| Industrial production (% change) | 1.3 | (14.8 | ) | 1.8 | (4.6 | ) | 0.1 | |||||||||||||
| Transportation services tariffs increase | 26.0 | 79.5 | 182.0 | 200.1 | 44.3 | |||||||||||||||
(1) |
Since June 2016, the INDEC began to gradually publish CPI information for the period commencing in May 2016 and concluding in December 2016. As of the date of issuance of this Annual Report the CPI for the first four months of 2016 has not been published. As a consequence of the lack of information, we completed the missing information with CPI average rates for these four months published by the Province of San Luis and the City of Buenos Aires (16.6%). |
Source: INDEC, Banco Nación, Argentina, Statistical Agencies for the Province of San Luis and the City of Buenos Aires.
Until the issuance of Decree 250 which declared the final agreement of our RTI in 2018, the lack of adjustments to our natural gas transportation tariffs and sustained cost increases over the years have resulted in a substantial deterioration in the operating results of our Natural Gas Transportation segment.
The crisis exacerbated following the primary elections of August 2019, as the international markets casted doubt on Argentina’s debt sustainability. In view of this, the country risk indicator raised to 2,200 basis points, topping off a depreciation of bond prices. Also, on August 29, 2019, by Decree No. 596/2019, the Government announced a debt profiling consisting of (i) an extension on the payment term for short-term local bonds, only for institutional investors that will receive the full payment in a term of three and six months (15% on the original maturity date, 25% and 60% at the third and sixth month of the original maturity date, respectively), but not for natural persons who acquired the bonds before July 31, 2019, who will receive full payment on the maturity date; (ii) a proposal to the Argentine Congress of a bill to extend the maturity dates of other local bonds, without reduction on the capital or interest; (iii) a proposal for an extension of the maturity dates of foreign bonds; and (iv) after achieving fiscal goals, the start of talks with the IMF in order to reprofile the deadlines to dispel the default risk in 2020 and 2023.
On December 10, 2019 president Alberto Fernandez started his four-year presidential term. The presidential elections combined with external factors have generated high levels of political and economic volatility, where the main variables of the economy were negatively impacted during the year 2019. This scenario has worsened in 2020 as a result of the impact of COVID.
The exchange rate continued its upward trend closing at Ps. 84.15 for each U.S. dollar as of December 31, 2020 from Ps. 59.89 at the end of 2019 (representing a 40.5% devaluation). In particular, the peso depreciated 33.4% against the U.S. dollar in a single day immediately after the primary elections held in August 9, 2019.
From that moment, the Government was unable to renew the maturities of its short-term debt causing a significant fall in the price of Argentine financial assets and dollar deposits.
As a result of the foregoing, Argentina’s credit rating was downgraded in August 2019 and further downgraded in December 2019 to near-default status by both Fitch and S&P Global after the Government publicly stated that it would delay payments on its short-term dollar-denominated local debt.
Fitch cut Argentina’s long-term issuer rating two notches to “restricted default” from CC, after President Alberto Fernandez’s government announced by decree that it would extend payments on U.S.$9.1 billion in dollar-denominated Treasury bills until August 31, 2020. According to Fitch’s criteria, Argentina has defaulted on its sovereign obligations, and this development constitutes a ‘distressed“distressed debt exchange.exchange”. S&P also downgraded Argentina’s credit rating to “selective default” from CCC-, while Moody’s foreign issuer rating for Argentina is Caa2. Fitch, Moody’s and S&P increased Argentina’s credit rating in September 2020 following the successful refinancing of Argentina’s external bonds. However, there can be no assurance that Argentina’s credit rating or rating outlook will not be downgraded in the future, which could have an adverse effect on the rating of our securities or adversely affect the market price of our securities.
The government’s decision to extend payments on its short-term notes constitutes the second such delay of payments in five months. In February 2020, the IMF has also publicly stated its concerns about the sustainability of Argentina’s public debt and suggested that a definitive debt operation—yielding a meaningful contribution from private creditors—is required to help restore debt sustainability with high probability. As of the date of this Annual Report, Argentina’s public debt load stands at U.S.$332 billion, including loans from the IMF. Outstanding debt with private bondholders is approximately U.S.$148 billion.
After the successful conclusion of the Argentine debt renegotiation process in September 2020, the EMBI+ tended to decrease. Despite the debt settlement, due to macroeconomic imbalances and market distrust regarding the measures adopted to contain the COVID, this indicator regained its upward trend.
The reserve stock of the BCRA commitsdecreased to not increasingU.S.$39,410 million in December 2020 from U.S.$44,848 million in December 2019.
Additionally, as of the monetary base level. The monetary goal is implemented through daily operationsissuance of liquidity notes with banks,Communication “A” 6770 by the current rateBCRA, restrictions were established in the foreign exchange market effective as of which is at around 65%.September 1, 2019, providing deadlines for entering and liquidating exports and requiring authorizations from the BCRA for payment of debts to related companies outside of Argentina.
On May 29, 2020, pursuant to Communication “A” 7,030, access to the exchange market for payment of principal or interest of external indebtedness requires prior consent of the BCRA. This requirement was relaxed in June 11, 2020 pursuant to Communication “A” 7042, June 25, 2020 pursuant to Communication “A” 7052, and July 8, 2020 pursuant to Communication “A” 7068. The restriction to access the exchange market was extended until October 31, 2020, pursuant to Communication “A” 7094.
After the beginning of President Alberto Fernández’s term, on December 23, 2019, the National Congress passed the Solidarity Law. Said law, on the basis of the public emergency, grants the Executive Branch broad legislative powers to create the necessary conditions for economic recovery and achieve fiscal sustainability.
Among the measures adopted by this law are, among others:
1. Provisions regarding sovereign debt through which the Executive Branch is empowered to carry out the negotiations and make the necessary decisions to achieve the renegotiation of the Argentine public debt.
2. Freezing and tariff review of transportation and distribution services of natural gas and electric power (for more information, see “Item 4. Our Information—B. Business overview—Natural Gas Transportation—Regulatory Framework.”).
3. Establishment of a cap on the export rights of hydrocarbons.
4. Establishment of a regime of regularization of tax, social security and customs obligations.
5. Tax modifications in relation to personal property tax, financial income, earnings, on bank and internal credits and debits.
6. Creation of the tax for an inclusive and solidarity Argentina that taxes foreign currency acquisition operations for treasury, acquisition of goods and services and tourism.
7. Modifications to customs taxes.
Year to year fluctuations in our net income are a result of a combination of factors, including primarily:
the volume of Liquids;
changes in international prices of LPG and natural gasoline (in 2020 their outlook remains precarious principally as a consequence of the uncertainty regarding the effect of the COVID pandemic);
regulation affecting our liquids business, including Law No. 26,020 (which requires us to meet domestic demand before exporting LPG);
changes in the input costs related to the liquids production and commercialization segment, including the Gas Charge Resolutions;
the availability of natural gas and its richness;
fluctuation in the peso/U.S. dollar exchange rate;
the tariffs we are permitted to charge in our Natural Gas Transportation business segment;
local inflation and its impact on costs expressed in pesos; and
other changes in laws or regulations affecting our operations, including tax matters.
Consideration of the Effects of Inflation and Restatement of Financial Statements
Argentina has faced and continues to face inflationary pressures. During periods of high inflation, effective wages and salaries tend to fall and consumers adjust their consumption patterns to eliminate unnecessary expenses. The increase in inflationary risk may erode macroeconomic growth and further limit the availability of financing, causing a negative impact on our operations. Inflation increases also have a negative impact on our cost of sales, selling expenses and administrative expenses. We cannot give any assurance that increased costs as a result of inflation will be offset in whole or in part with increases in prices of our products and services.
In January 2007, the INDEC modified its methodology for calculating the CPI in order to reflect the CPI for the greater Buenos Aires Area (CPI-GBA). Some private analysts have suggested that the change was driven by Argentina’s policy to control inflation and reduce payments on its inflation-linked bonds and have materially disagreed, and continue to disagree, with INDEC’s official inflation data (as well as other economic data affected by inflation data). In January 2014, the Government established the IPCNu, which more broadly reflects consumer prices by considering price information from the 23 provinces of the country and the City of Buenos Aires. The methodological and geographic differences in the calculation of the CPI-GBA and the IPCNu caused the Government to decide to discontinue the publication of the IPCNu.
On January 7, 2016, the new leadership of the INDEC declared a “national statistical emergency” and implemented several reforms in order to reorganize the INDEC. As a result, the INDEC did not publish CPI data until June 2016, with information from April 2016. During the implementation of these reforms, the INDEC used the figures for CPI and other official statistics published by the Province of San Luis and the Autonomous City of Buenos Aires. The CPI for the first four months of 2016 and November and December 2015 has not been published. Further, there are no communications from the INDEC expressing their intention to recalculate CPI for those months.
IAS 29 requires that the financial statements of an entity whose functional currency is that of a hyperinflationary economy, regardless of whether they are based on the historical cost method or the current cost method, be expressed in terms of the current unit of measurement at the reporting date of the reporting period. IAS standard lists a series of factors that should be considered in determining whether an economy is hyperinflationary, including whether the cumulative rate of inflation over three years approaches or exceeds 100%.
In order to evaluate the aforementioned quantitative condition, and also to restate the financial statements, the CNV has established that the series of indexes to be used for the application of IAS 29 is determined by the FACPCE. This series of indexes combines the CPI as of January 2017 (base month: December 2016) with the WPI, both published by the INDEC until that date, computing for the months of November and December 2015, for which there is no information from the INDEC on the evolution of the WPI, the variation in the CPI of the Autonomous City of Buenos Aires.
Considering the aforementioned index, inflation was 36.1%, 53.8% and 47.6% in the years ended December 31, 2020, 2019 and 2018, respectively.
The restatement method of IAS 29 provides that monetary assets and liabilities (those with a fixed nominal value in local currency) must not be restated since they are already expressed in the current unit of measurement at the end of the reporting period. In an inflationary period, maintaining monetary assets generates loss of purchasing power and maintaining monetary liabilities generates a gain in purchasing power; provided that such items are not subject to an adjustment mechanism that compensates to some extent for these effects. The monetary loss or gain is included in the result of the period reported, revealing this information in a separate line item.
Assets and liabilities subject to adjustments based on specific inflation agreements must be adjusted in accordance with such agreements. The non-monetary items measured at their current values at the end of the reporting period, such as the net realization value or others, do not need to be restated. The remaining non-monetary assets and liabilities must be (i) restated by applying a general price index and (ii) expressed in the measuring unit (the hyperinflationary currency) current at the end of the reporting period. Any restated non-monetary asset amount does not exceed its recoverable amount.
As of the IAS 29 transition date (January 1, 2016), we applied the following rules to express the shareholders’ equity accounts in the currency unit at December 31, 2020:
The components of the capital stock were restated from the dates they were contributed;
Reserved earnings were maintained at the date of transition at their nominal value (legal amount without restatement);
The restated unallocated results were determined by the difference between the net assets restated at the transition date and the rest of the initial equity components expressed as indicated in the preceding paragraphs; and
After the restatement at the transition date, all the components of the equity were restated by applying the general price index from the beginning of the period, and each variation of those components was restated from the date of contribution or from the moment in which the variation is added by any other means.
Revenues and expenses (including interest and foreign exchange differences) are restated from the date of their booking, except for those income statement items that reflect or include in their determination the consumption of assets measured in purchasing power of a date before the consumption booked, which are restated based on the date of origin of the asset to which the item is related (for example, depreciation and other consumption of assets valued at historical cost); and also those results that arise from comparing two measurements expressed in purchasing power currency of different dates, for which it is necessary to identify the amounts compared, restate them separately, and make the comparison, but with the amounts already restated.
Because Natural Gas Transportation business segment sales represented 42% of our total revenues during the year 2020, and are denominated in pesos, any further increase in the rate of inflation not accompanied by a parallel increase in our tariffs would decrease our revenues in real terms and adversely affect our results of operations. Further, as a consequence of the application of IAS 29, maintaining our net monetary liability position would generate a gain of purchasing power. This gain is booked in the statement of comprehensive income.
For additional information regarding the impact of the application of IAS 29, see Note 4.d to our Financial Statements included elsewhere in this Annual Report.
In addition, beginninginflation may negatively affect income tax payable. For example, under hyperinflationary contexts, the existence of higher monetary liabilities over monetary assets will mean an increase in income tax payable. Act 27,468 substituted the WPI for the CPI for the calculation of the indexation adjustments for tax purposes, and it modified the standards for triggering the tax indexation procedure. During the three periods commencing on January 1, 2018, the tax indexation will apply if the variation of the CPI exceeds 15% in 2020, 30% in 2019 and 55% in 2018.
In order to calculate income tax payable, since the amendment of Law No. 27,541, one-sixth of the income tax inflation adjustment shall be computed in each fiscal year, and the remaining five-sixths shall be computed in equal parts, in the five immediately following fiscal years.
During 2018, we did not reach the 55% threshold. Therefore, the inflation adjustment regime in such fiscal period did not apply. However, as of December 31, 2020 and 2019, the accumulated variation of the CPI exceeds the threshold set for the application of the income tax inflation adjustment. For the year 2020, we recorded a loss of Ps. 2,775 million in our Income Tax line item of our Statement of Comprehensive Income regarding the application of the above-mentioned tax inflation adjustment.
Outlook for 2021
The years 2020, 2019 and 2018 were marked by high macroeconomic volatility as a result of the impact of both external and internal factors on the main economy variables.
In response to the COVID lockdown measures and the economic slowdown, the Government issued a series of measures to assist the most vulnerable sectors of the economy, such as the payment of family allowances, emergency family income, assistance to companies to pay their salaries, among others. All these measures have increased the fiscal deficit which, due to the impossibility of accessing the capital markets, has been financed through monetary emission by the BCRA.
Thus, several macroeconomic indicators showed a significant deterioration in the economy such as the acceleration of inflation, and a fall in industrial production and consumption.
In the area of public debt, the development of the negotiations that Argentina initiated with the IMF is of special relevance in order to bring tranquility to the financial markets and allow the development of a sustainable economic plan.
The future of natural gas as an essential fuel for the country's energy matrix is consolidating year by year, which will allow Argentina to become a sustainable and fast-growing country. tgs is consolidating its position as an integrated service provider in the hydrocarbon industry.
Because of the COVID, the future offers us an unprecedented scenario. In this context, we are redoubling our efforts to guarantee everyone's safety and to continue providing a reliable and excellent public service, contributing to the whole value chain of the energy sector.
It will be of vital importance that the Argentine government continues to implement incentives for natural gas producers to develop the Vaca Muerta area. Likewise, the renegotiation of the tariffs of the public utilities will give certainty to the development of our natural gas transportation segment.
The current economic situation and the tariff review process undertaken by the authorities imply that we must continue to generate valid and constructive dialogue channels that allow us to manage a profitable and efficient natural gas transportation business in accordance with the energy development of the country, considering the needs of internal and external demands and our stakeholders.
Our strategy aims to position ourselves in a leading role, carrying out vital undertakings for the future of the country, thus consolidating the growth strategy with a leap of magnitude. With this objective in mind, we are adopting an innovative vision, seeking new business opportunities for our clients focused on Vaca Muerta.
COVID Pandemic
Beginning on 2020 there has been an outbreak of COVID which caused a global collapse in the demand of products and services as a consequence of the measures taken by countries in order to stop the spread of the disease. These measures also affected the supply of products, slowing the economy of European countries, China, and the United States, among others. Furthermore, in March 2020, there have been developments in the oil market that brought a huge degree of uncertainty, collapsing its price and the stock markets.
This fall in the international prices of oil and its derivatives, added to the fragile macroeconomic situation in Argentina, generate uncertainty regarding the productivity and development of natural gas in the country, especially in the Vaca Muerta area. Additionally, the global recession scenario due to the effect of COVID, caused a rapid drop in the price of the main commodities exported by Argentina, which considerably affects the country’s tax collection and its economic activity, generating a high degree of uncertainty regarding its economic development and the possibility of renegotiating its financial indebtedness.
As a response, to slow down the spread of COVID, the Government took a series of measures which, among others, included: (i) a country lockdown, (ii) adoption of public health policies to mitigate the impact of COVID in the population, (iii) the issuance of several economic measures to assist to different sectors affected by the virtual paralysis of the economic activity and (iv) the issuance of measures to reduce the impact on certain type of natural gas consumers. Thus, the energy sector has suffered a sharp decrease in its activity, leading by a significant decrease in its profitability and a deterioration in its chain of payment. Thus, natural gas distribution companies’ collections have been materially affected, which has affected our collections from them and creating importantcertain delays affecting our operating cash flow. Although it has improved recently, it cannot be guaranteed that this situation will continue in time.
On April 8, 2021, Executive Branch issued Decree No. 235/2021 which reimposes social restrictions influding a midnight-6am curfew in areas marked by high rates of contagion, and limits on residential social gatherings and outdoor events. Oil and gas workers are among those considered essential and exempt from circulation restrictions. These measures are laxer than those impose in March 2020. The measures will remain in place until the end of April 2021.
At the date of this Annual Report there is uncertainty regarding the impact that these and other measures that the Government could take will have on key macroeconomic variables and particularly on the energy sector.
Further, we have seen macro-economic uncertainty with regards to prices and demand for oil, natural gas and LNG products. In this context, prices of propane, butane and natural gasoline decline 41.2%, 56.2% and 71.2%, respectively during the first quarter of 2020, negatively affecting our revenues and results of operations. It has negatively impacted on the net revenues of our Production and Commercialization of Liquids business segment.
In view of these circumstances, we have adopted a series of measures aimed at mitigating its negative effect on our results, financial position and balance sheet and guaranteeing the continuity of our operations. Among them:
adoption of all the measures providedordered by the Government in ordergovernment to guaranteeensure the health of our employees and the communities where we carry out our activities,operate,
optimization of capital expendituresinvestments and operating and administrationadministrative expenses, without affecting securitythe safety and reliability tasks that allow us to operate the gas pipeline system in accordance with current regulations,
adoption of a comprehensive daily control of cash flow to optimize its use and increasing of past due receivable amounts both in the Natural Gas Transportation segment and the decrease in our revenues, we have implemented a daily cash evolution control in order to make decisions depending on how it evolves.protect its value.
Notwithstanding the above-mentioned measures taken by us, the scale and duration of these developments remain uncertain but could impact our earnings, cash flow and financial condition which will depend on the severity of the health emergency and the success of the governmental measures taken and those that will be taken in the future.
While our business continued growing in 2019,2020, our operating results, financial condition and cash flows remain vulnerable to fluctuations in the Argentine economy. See “Item 3—“Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina.Argentina.”
New accounting pronouncements adopted as of December 31, 2019
Amendments to IAS 1 and IAS 8 Regarding the Definition of Materiality
In October 2018 the IASB included certain amendments to IAS 1 “Presentation of financial statements” and IAS 8 “Accounting policies, changes in accounting estimates and errors” with the objective of clarifying the concept of materiality and aligning that definition with the amendments introduced in the Conceptual Framework.conceptual framework.
Additionally, these amendments incorporate new concepts that help both financial statement preparers and their users to prepare and interpret the financial information included in them. A misstatement of information should be considered material when it could reasonably be expected to influence the decisions made by primary users.
These amendments are applied on a prospective basis and are effective for annual periods beginning on or after January 1, 2020. Modifications to the concept of materiality have not had a significant impact on our Financial Statements.
New accounting pronouncements not yet effective as of December 31, 2020
Classification of debt as current and non-current (amendment to IAS 1)
On January 23, 2020 the IASB issued the classification of debt as current and non-current, which amends IAS 1 Presentation of Financial Statements. The amendments affect the requirements of IAS 1 for the presentation of debt.
Specifically, it clarifies the criteria for classifying debt as non-current. The date of application of the amendment was set for fiscal years beginning on or after January 1, 2023, with retroactive application. We are evaluating the impact of these amendments for the presentation of debt.
IAS 16 - Property, plant and equipment ("PPE") - Revenue ahead of schedule
In May 2020 the IASB issued an amendment to IAS 16 that prohibits entities from deducting from the cost of an item of PPE the revenue from the sale of items produced while bringing that asset into use. Instead, an entity shall recognize the revenue from the sale of such items, as well as the costs of production of those items, in profit or loss.
The amendment is effective for annual periods beginning on or after January 1, 2022 and should be applied retrospectively to items of PPE that are available for use from the beginning of the earliest period presented when the company first applies the amendment.
The amendments are not expected to have a significant impact on the Company’s financial statements.Company.
In May 2020, the IASB issued amendments to IAS 37 to specify which costs an entity should include when assessing whether a contract is onerous.
The amendments are effective for annual reporting periods beginning on or after January 1, 2022. The amendments are not expected to have a significant impact on the Company.
Discussion of Results of Operations for the Years Ended December 31, 20192020 and 20182019
The following table presents a summary of our consolidated results of operations for the years ended December 31, 20192020 and 2018,2019, stated in millions of pesos, and the increase or decrease and percentage of change between the periods presented:
| Year ended December 31, | ||||||||||||||||
| 2019 | 2018 | Variation | Percentage of change | |||||||||||||
| (in millions of pesos) | ||||||||||||||||
Revenues | 48,561.5 | 52,399.4 | (3,837.9 | ) | (7.3 | ) | ||||||||||
Operating costs | (20,835.4 | ) | (21,894.5 | ) | 1,149.1 | (5.2 | ) | |||||||||
Depreciation | (3,540.1 | ) | (3,008.3 | ) | (531.8 | ) | 17.7 | |||||||||
Costs of sales | (24,375.5 | ) | (24,902.9 | ) | 527.4 | (2.1 | ) | |||||||||
| Gross profit | 24,186.0 | 27,496.5 | (3,310.6 | ) | (12.0 | ) | ||||||||||
Administrative and selling expenses | (4,299.9 | ) | (4,194.3 | ) | (105.6 | ) | 2.5 | |||||||||
Other operating loss | (127.5 | ) | (1,370.3 | ) | 1,242.8 | (90.7 | ) | |||||||||
| Operating profit | 19,758.6 | 21,932.0 | (2,173.4 | ) | (9.9 | ) | ||||||||||
Net financial results | (2,897.4 | ) | (4,378.5 | ) | 1,481.0 | (33.8 | ) | |||||||||
Share of (loss) / profit from associates | (31.9 | ) | 28.0 | (59.9 | ) | n/a | ||||||||||
Income tax (expense) | (4,024.2 | ) | (20.3 | ) | (4,003.9 | ) | n/a | |||||||||
| Total net income and total comprehensive income | 12,805.1 | 17,561.2 | (4,756.1 | ) | (27.1 | ) | ||||||||||
Year ended December 31, | ||||||||||||||||
2020 | 2019 | Variation | Percentage of change | |||||||||||||
(in millions of pesos) | ||||||||||||||||
| Revenues | 55,871 | 66,112 | (10,241 | ) | (15.5 | ) | ||||||||||
| Operating costs | (21,745 | ) | (28,365 | ) | 6,620 | (23.3 | ) | |||||||||
| Depreciation | (5,821 | ) | (4,819 | ) | (1,002 | ) | 20.8 | |||||||||
| Costs of sales | (27,566 | ) | (33,184 | ) | 5,619 | (16.9 | ) | |||||||||
| Gross profit | 28,306 | 32,928 | (4,621 | ) | (14.0 | ) | ||||||||||
| Administrative and selling expenses | (4,650 | ) | (5,854 | ) | 1,204 | (20.6 | ) | |||||||||
| Impairment of PPE | (3,114 | ) | - | (3,114 | ) | n/a | ||||||||||
| Other operating results | 100 | (174 | ) | 274 | n/a | |||||||||||
| Operating profit | 20,641 | 26,900 | (6,258 | ) | (23.3 | ) | ||||||||||
| Net financial results | (12,972 | ) | (3,945 | ) | (9,027 | ) | 228.8 | |||||||||
| Share of (loss) / profit from associates | 21 | (43 | ) | 64 | n/a | |||||||||||
| Income tax (expense) | (4,404 | ) | (5,479 | ) | 1,075 | (19.6 | ) | |||||||||
| Total net income and total comprehensive income | 3,286 | 17,433 | (14,147 | ) | (81.1 | ) | ||||||||||
Year 20192020 Compared to Year 20182019
Total comprehensive income
For the year ended December 31, 2019,2020, we reported a total net income and a total comprehensive income of Ps. 12,805.13,286 million, which represents a Ps. 4,756.114,147 million decrease compared to the total net income and total comprehensive income of Ps. 17,561.217,433 million reported in 2018.2019.
The material factors affecting total comprehensive income were as follows:
Net revenues to third partiesthird-parties reached Ps. 48,561.555,871 million in 2020, which represents a decrease of Ps. 3,837.910,241 million decrease compared to the 20182019 fiscal year. This decrease was mainly due to the reduction in the Natural Gas Transportation and Liquids Production and Commercialization business segments revenues of Ps. 7,294 million and Ps. 3,904 million, respectively.
Cost of sales, including depreciation of fixed assets, reached Ps. 27,566 million in 2020, which represents a Ps. 5,619 million decrease compared to the 2019 fiscal year. This decrease was mainly due to: (i) lower price of natural gas purchased as RTP (partially offset by higher volumes purchased) totaling Ps. 4,226 million, (ii) the reduction in maintenance cost and third parties professional services fees as a consequence of the measures took to mitigate the COVID negative impact of Ps. 2,046 million and (iii) lower labor cost of Ps. 205 million. These effects were partially offset by higher depreciations of Ps. 1,002 million after the commissioning of the Vaca Muerta pipe infrastructure.
Administrative and selling expenses were Ps. 4,650 million in 2020, which represents a Ps.1,204 million decrease compared to the 2019 fiscal year. This decrease was mainly due to lower net revenues from thetax on export of Ps. 727 million and turnover tax of Ps. 429 million.
During 2020, we recorded an impairment of Ps. 3,114 million on our Natural Gas Transportation and Liquids Production and Commercialization segments, which suffer a reduction 4.9% or Ps. 1,165.3 million and 9.5% or Ps. 2,440.2 million, respectively.
Cost of sales for the years ended on December 31, 2020 and 2019, represented 49.3% and 2018, represented 50.2% and 47.5%, respectively, of net revenues reported in the corresponding year.
Administrative and selling expenses for the years ended on December 31, 2020 and 2019, represented 8.3% and 2018, represented 8.9% and 8.0%, respectively, of net revenues reported in the corresponding year.
See. “—Analysis of Operating Profit by Business Segment for the years ended December 31, 20192020 and 2018.2019.”
Share of profit from associates
For the year ended December 31, 2019,2020, we recorded a lossprofit from our investment in associates of Ps. 31.921 million, compared to the profitloss of Ps. 28.043 million recorded in 2018.2019.
Net Financial Results
In accordance with IAS 29 we presented the financial results in gross terms considering the effects of the change in the currency purchasing power in a single separate line (“Gain on monetary position”). Gains and losses from monetary positions represent the effects of inflation on our monetary liabilities and assets, respectively.
Net financial results for the years ended December 31, 20192020 and 2018,2019, are as follows:
| Year ended December 31, | Year ended December 31, | |||||||||||||||
| 2019 | 2018 | 2020 | 2019 | |||||||||||||
| (in millions of pesos) | (in millions of pesos) | |||||||||||||||
| Financial income | ||||||||||||||||
| Interest income | 719.6 | 2,069.5 | 546 | 980 | ||||||||||||
| Foreign exchange gain | 7,815.6 | 12,559.2 | 4,969 | 10,640 | ||||||||||||
| Subtotal | 8,535.1 | 14,628.7 | 5,515 | 11,620 | ||||||||||||
| Financial expenses | ||||||||||||||||
| Interest expense | (2,509.8 | ) | (2,577.4 | ) | (3,358 | ) | (3,417 | ) | ||||||||
| Foreign exchange loss | (15,636.5 | ) | (20,185.9 | ) | (14,836 | ) | (21,288 | ) | ||||||||
| Capitalized financial expenses | 446.2 | - | - | 608 | ||||||||||||
| Subtotal | (17,700.1 | ) | (22,763.3 | ) | (18,194 | ) | (24,097 | ) | ||||||||
| Other financial results | ||||||||||||||||
| Fair value gains on financial instruments through profit and loss | 542.2 | 2,112.0 | ||||||||||||||
| Notes repurchase results | 399 | - | ||||||||||||||
| Fair value (loss) / gain on financial instruments through profit and loss | (7,266 | ) | 738 | |||||||||||||
| Derivative financial instruments results | (19.2 | ) | 163.2 | 450 | (26 | ) | ||||||||||
| Other financial charges | (409.7 | ) | (374.6 | ) | (358 | ) | (558 | ) | ||||||||
| Subtotal | 113.4 | 1,900.6 | (6,775 | ) | 154 | |||||||||||
| Gain on monetary position | 6,154.2 | 1,855.5 | 6,482 | 8,378 | ||||||||||||
| Total | (2,897.4 | ) | (4,378.5 | ) | (12,972 | ) | (3,945 | ) | ||||||||
In accordance with the provisions of IAS 29, we opted to present the gain on the monetary position in a single line included in the financial results. This presentation implies that the nominal magnitudes of the financial results have been adjusted for inflation. The real magnitudes of financial results are different from the components of financial results presented above.
For fiscal year 2020, the net financial loss increased by Ps.9,027 million compared to the 2019 fiscal year. This variation is mainly explained by the loss generated by trading financial instruments of Ps. 8,004 million to acquire foreign currency abroad, and the lower gain on monetary position of Ps. 1,896 million due to the increase in the net monetary liability position and the lower capitalization of financial costs in PPE of Ps. 608 million. These effects were partially offset by a lower negative net exchange difference of Ps. 780 million as a result of the lower depreciation of the Argentine peso against the U.S. dollar in Fiscal 2020 compared to Fiscal 2019.
Income tax
Income tax for fiscal year 2020 was an expense of Ps. 4,404 million, compared to the expense of Ps. 5,479 million in fiscal year 2019.
The decrease in the income tax expense was due mainly to a reduction in the pre-tax income.
Analysis of Operating Profit by Business Segment for the Years Ended December 31, 2020 and 2019
The following table sets forth revenues and operating income for each of our business segments for the years ended December 31, 2020 and 2019:
| Year ended December 31, | Year ended December 31, 2020 compared to year ended December 31, 2019 | |||||||||||||||
| 2020 | 2019 | Variation | Percentage Change | |||||||||||||
| Natural Gas Transportation | ||||||||||||||||
| Revenues from sales | 24.346 | 31.634 | (7.288 | ) | (23.0 | %) | ||||||||||
| Cost of sales | (9.938 | ) | (11.800 | ) | 1.862 | (15.8 | %) | |||||||||
| Gross profit | 14.408 | 19.834 | (5.425 | ) | (27.4 | %) | ||||||||||
| Administrative and selling expenses | (2.701 | ) | (3.250 | ) | 549 | (16.9 | %) | |||||||||
| Impairment of PPE | (3.114 | ) | 0 | (3.114 | ) | n/a | ||||||||||
| Other operating expense | (44 | ) | (186 | ) | 142 | (76.3 | %) | |||||||||
| Operating profit | 8.549 | 16.398 | (7.849 | ) | (47.9 | %) | ||||||||||
| Liquids Production and Commercialization | ||||||||||||||||
| Revenues from sales | 27.597 | 31.500 | (3.903 | ) | (12.4 | %) | ||||||||||
| Cost of sales | (15.833 | ) | (19.960 | ) | 4.127 | (20.7 | %) | |||||||||
| Gross profit | 11.763 | 11.540 | 223 | 1.9 | % | |||||||||||
| Administrative and selling expenses | (1.430 | ) | (2.089 | ) | 659 | (31.6 | %) | |||||||||
| Other operating income | 140 | 4 | 136 | n/a | ||||||||||||
| Operating profit | 10.473 | 9.455 | 1.018 | 10.8 | % | |||||||||||
| Other services | ||||||||||||||||
| Revenues from sales | 4.365 | 3.440 | 925 | 26.9 | % | |||||||||||
| Cost of sales | (2.360 | ) | (2.075 | ) | (285 | ) | 13.7 | % | ||||||||
| Gross profit | 2.005 | 1.364 | 640 | 46.9 | % | |||||||||||
| Administrative and selling expenses | (474 | ) | (443 | ) | (31 | ) | 7.0 | % | ||||||||
| Other operating (expense) / income | 3 | 5 | (2 | ) | (40.0 | %) | ||||||||||
| Operating profit | 1.533 | 926 | 607 | 65.6 | % | |||||||||||
| Telecommunications | ||||||||||||||||
| Revenues from sales | 409 | 376 | 33 | 8.8 | % | |||||||||||
| Cost of sales | (280 | ) | (188 | ) | (92 | ) | 48.9 | % | ||||||||
| Gross profit | 129 | 188 | (59 | ) | (31.4 | %) | ||||||||||
| Administrative and selling expenses | (45 | ) | (72 | ) | 27 | (37.5 | %) | |||||||||
| Other operating expense | 1 | 4 | (3 | ) | (50.0 | %) | ||||||||||
| Operating profit | 85 | 120 | (35 | ) | (29.2 | %) | ||||||||||
(1) | Includes of intersegment revenues of Ps. 845 million and Ps.839 million for the fiscal years 2020 and 2019, respectively. |
Regulated Natural Gas Transportation Segment
The Natural Gas Transportation business segment represented 42.1% and 46.6% of our total revenues during the years 2020 and 2019, respectively. Natural Gas Transportation revenues are derived mainly from firm contracts, under which pipeline capacity is reserved and paid for regardless of actual usage by the shipper. We also provide interruptible natural gas transportation services subject to availability of the pipeline capacity. In addition, we render operation and maintenance services for the Natural Gas Transportation facilities, which belong to certain gas trusts created by the Government to expand the capacity of the Argentine natural gas transportation pipeline system. This business segment is subject to ENARGAS regulation.
For additional information regarding the history of our discussions with various governmental authorities in relation to the adjustment of our gas transportation tariffs see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework.”
During 2020, the Natural Gas Transportation business segment recorded an operating profit of Ps. 8,549 million, compared to a Ps.16,398 million profit recorded in 2019. The main factors that affected the results of operations of this segment compared to 2019 are the following:
Revenues from the Natural Gas Transportation business segment decreased by Ps.7,288 million for the year 2020 compared to 2019;
During 2020, we did not receive any tariff increase while annual inflation was 36.1%. The last tariff increase we received was in April 2019. During 2020, and within the framework of the Solidarity Law, our tariffs were frozen until the Government concludes the RTI or grants us a transitory tariff increase;
Revenues related to natural gas firm transportation contracts for the year ended December 31, 2020, decreased by Ps.6,129 million for the year 2020 compared to 2019, as we have not received any tariff increase since April 2019, while the cumulative inflation rate for the Year 2020 was 36.1%. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Regulation of Transportation Rates-Actual Rates” for additional information;
Revenues related to interruptible natural gas transportation service decreased by Ps. 867 million for the year 2020 compared to 2019. The decrease mainly resulted from the lack of tariff increase discussed above, partially offset by higher volumes dispatched;
Revenues relating to the CAU decreased by Ps.298 million for the year 2020 compared to 2019 primarily as a result of the same tariff effect. The value of the CAU is much lower than the transportation tariff we are permitted to charge for our natural gas transportation services, because we were not required to make any investment in the construction and expansion of the assets to which the CAU relates. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions” for additional information regarding the CAU;
Costs of sales and administrative and selling expenses for the year ended December 31, 2020 decreased by Ps. 2,411 million, from Ps. 15,050 million to Ps. 12,639 million, as compared to the year ended December 31, 2019. This decrease was mainly attributable to impact of the measures taken to mitigate the negative impact of the COVID on our operations: (i) ordinary maintenance expenses for the pipelines and other fixed assets by Ps. 1,459 million, (ii) lower technical assistance fee accrued of Ps. 467 million, (iii) lower taxes of Ps. 350 million as the reduction in our revenues, and (iv) the reduction in labor costs of Ps. 364 million. These effects were partially offset by the increase in depreciations amounting to Ps. 481 million;
At December 31, 2020, in accordance with IAS 36, we recognized an impairment on our Natural Gas Transportation fixed assets of Ps. 3,114 million. For additional information see “-Critical accounting policies” section above; and
Operating expenses decreased by Ps.142 million for the year 2020 compared to 2019, primarily as a result of positive impact of the collections received from the insurance company, partially offset by higher provision for contingencies.
As of the date of issuance of this Annual Report, the Government has not issued the necessary resolutions to carry out the RTI process according to the Solidarity Law.
Liquids Production and Commercialization Segment
Unlike the Natural Gas Transportation segment, revenues of the Liquids Production and Commercialization segment are not subject to full regulation by ENARGAS and the Ministry of Energy. However, in recent years, the Government has enacted a number of laws and regulations that have limited our ability to receive the full international market prices for all of the liquids that the Cerri Complex produces. In addition, ENARGAS has the ability to redirect the volumes of natural gas in the system to cover certain uses and that may result in lower volumes of natural gas to be processed in the Cerri Complex. See “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization—Regulation” for more information.
The Liquids Production and Commercialization segment represented 49.4% and 47.6% of our total net revenues during the years ended December 31, 2020 and 2019, respectively. Liquids Production and Commercialization activities are conducted at the Cerri Complex, which is located near Bahía Blanca and connected to each of our main pipelines. At the Cerri Complex, we recover ethane, LPG and natural gasoline for our own account, on behalf of our customers and on a fee basis, collecting a commission for the extracted Liquids delivered to our customers.
For the fiscal years 2020 and 2019, all of our sales were made for our own account.
All ethane produced by our Liquids segment in the years ended December 31, 2020 and 2019 was sold locally to PBB. In June 2019, PBB suffered technical problems in its facilities that prevented the normal supply of ethane. These inconveniences were gradually resolved until October 2019 when we were able to restore the normal ethane supply.
Our ethane sales for the years 2020 and 2019 represented 33.7% and 27.4% of our Liquids Production and Commercialization net revenues.
In 2020, we sold 61.3% of our production of LPG in the local market to LPG marketers, compared to 56.1% in 2019, with the remainder exported to LPG traders. In addition, all natural gasoline produced during 2020 and 2019 was exported. For more information about these contracts, see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
The total annual sales for the Cerri Complex for 2020 and 2019 in short tons were as follows:
Years ended December 31, | Year ended December 31, 2020 compared to year ended December 31, 2019 | |||||||||||||||
(volumes in short tons) | (volumes in short tons) | |||||||||||||||
2020 | 2019 | Increase/ (Decrease) | Percentage Change | |||||||||||||
| Local Market | ||||||||||||||||
| Ethane | 397,787 | 312,651 | 85,136 | 27.2 | ||||||||||||
| Propane | 248,832 | 234,125 | 14,707 | 6.3 | ||||||||||||
| Butane | 198,477 | 160,399 | 38,078 | 23.7 | ||||||||||||
| Subtotal | 845,096 | 707,175 | 137,921 | 19.5 | ||||||||||||
| Exports | ||||||||||||||||
| Propane | 182,898 | 182,394 | 504 | 0.3 | ||||||||||||
| Butane | 99,882 | 126,684 | (26,802 | ) | (21.2 | ) | ||||||||||
| Natural Gasoline | 134,698 | 130,572 | 4,126 | 3.2 | ||||||||||||
| Subtotal | 417,478 | 439,650 | (22,172 | ) | (5.1 | ) | ||||||||||
| Total Liquids | 1,262,574 | 1,146,825 | 115,749 | 10.1 | ||||||||||||
Export revenues from our Liquids Production and Commercialization segment command a price premium, as compared to our domestic market sales, primarily as a result of regulation of domestic prices See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Exports.”
For the years ended December 31, 2020 and 2019, the total accrued exports withholding amounted to Ps.421 million and Ps. 1,148 million, respectively.
In the domestic market, the Secretary of Energy continued issuing a series of measures with the aim of reducing the impact of the subsidies in public accounts to reduce the negative impact that the participation in the Households with Bottles Program and Propane for Networks Agreement have in the results of operations of natural gas liquids producers. These measures include an increase in the sale price from selling LPG bottles the above-mentioned agreements.
Butane and propane prices commercialized under the Households with Bottles Program are determined by the SHR, the Hydrocarbon Resources Secretariat, which in 2018 issued Resolution No. 5/2018 increasing, from April 1, 2018, the price paid under the Households with Bottles Program to Ps.5,416 per ton of butane and Ps.5,502 per ton of propane. The compensation paid to us remained without modification at Ps.550 per ton of butane.
Afterwards, on January 28, 2019, the Secretariat of Energy issued Resolution No. 15/2019, which modifies the price at which products supplied to the Household with Bottles Program are commercialized. As from February 1, 2019 prices went up to Ps.9,154 and Ps.9,042 per ton of butane and propane, respectively, whereas the compensation received from the Government was eliminated.
Subsequently, on May 10, 2019, the Undersecretary of Hydrocarbons and Fuels issued Provision No. 34/2019 that modifies the price for which the products under the Households with Bottles Program are marketed to Ps.9,327 and Ps.9,213 for propane and butane, respectively. On July 1, 2019, Provision No. 104/2019 was issued, which modified prices as of July 1, 2019, to Ps 9,895 and Ps.9,656 for propane and butane, respectively.
Under this agreement, we collect compensation from the Government, which is calculated taking into consideration the export parity price published monthly by the Federal Energy Bureau.
Regarding the Propane for Networks Agreement, during 2020, we signed the seventeenth extension by which the methodology for determining the price and volumes until December 31, 2020 was established. As of the date of this Annual Report this program has not been extended.
See “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization—Regulation—International Market.” for additional information.
During 2020 the Liquids Production and Commercialization business segment recorded operating income of Ps. 10,473 million, compared to Ps. 9,455 million in 2019. The main factors that affected the results of operations for this segment compared to 2019 were the following:
Segment revenue decreased by Ps. 3,904 million for the year 2020 compared to 2019. This decrease was due to a Ps. 6,186 million decrease in prices as a result of the effects resulting from the COVID pandemic. This effect was partially offset by the increase in the volumes shipped by Ps. 2,235 million and the exchange rate on U.S. dollar-denominated sales of Ps. 768 million.;
In 2020 propane, butane and natural gasoline average export prices recorded decreases of 14.6%, 15.8% and 31.1%, respectively, compared to 2019. The decrease in international reference prices occurred mainly during the first semester of the year as a result of COVID and the disagreement among OPEC members. During the second semester of the year, and specifically during the last quarter, prices shown an important recovery;
During 2020, the production of Liquids reached 1,262,543 short tons (115,709 tons or 10.1% less than in 2019). This was mainly due to the increase in ethane deliveries after in July 2019 PBB was prevented from taking product due to the incident that occurred in its plant. Likewise, there was an increase in the tons of butane and propane sold in the local market due to the supply plans established by the Government. These effects were partially offset by lower quantities of butane exported.
It should be noted that there were no production restrictions during the winter period, as a result of a greater supply of local gas due to non-conventional gas developments;
Notwithstanding the changes made to the Households with Bottles Program to supply butane to the domestic market described above, our obligations under this program continues to have an adverse impact on this segment, resulting, under some circumstancies, in a negative operating margin on domestic sales of LPG;
For the year ended on December 31, 2020 the total revenues of this program represented 6% of total revenues of Production and Commercialization business segment;
Costs of sales, administrative and selling expenses for the year ended December 31, 2020, decreased by Ps. 4,786 million, to Ps. 17,263 million from Ps. 22,049 million, as compared to the year ended December 31, 2019. This decrease was mainly due to lower: (i) cost of natural gas purchased as RTP of Ps. 4,222 million, (ii) taxes of Ps. 765 million (especially tax on exports due to the reduction of established by Resolution 488). These effects were partially offset by higher technical assistance fees and doubtful accounts charges.;
Other operating expenses increased by Ps.136 million mainly resulting from the recovery of insurance company.
In 2020, export revenues from the Liquids Production and Commercialization segment were Ps.9,534 million and accounted for 17.1% (18.8% in 2019) of total net sales and 34.5% (39.5% in 2019) of total Liquids Production and Commercialization revenues.
In 2020, we export propane and butane at spot prices, which allowed us to capture opportunities associated with different market niches, allowing us to considerably increase the individual fixed prices of each operation.
We sold our LPG exports at spot prices and to the date of this Annual Report, we are under negotiations for new agreements.
As in prior years, in the period ranging from May to September 2020, the sales of these products were conducted mainly in the domestic market, due to the restrictions in natural gas consumption for the production of Liquids and governmental requirements to supply the domestic market within the framework of the programs outlined by the Government for the supply of LPG.
Regarding natural gasoline exports, in 2018, we entered into an agreement with Petrobras Global Trading S.V., which latest renewal is in effect for the period between February 1, 2019 and January 31, 2021.
Additionally, we export to Chile, Paraguay and Brazil by trucks. Volumes exported under this modality are lower than volumes exported by sea, which increased over the last several years, allowing us to capitalize a higher operative margin.
Regarding the price of natural gas, measured in U.S. dollars, acquired for RTP for processing at the Cerri Complex, it has suffered a decrease of approximately 38% with respect to 2019 principally as a consequence of the increase in the supply of available natural gas.
Although the Plan Gas.Ar plan could have a positive effect allowing to stop the fall in production levels that has been registered in the last periods, it is important to highlight the impact that it could have on the prices at which we would acquire the natural gas used in the Cerri complex.
According to the 2 auctions carried out within the framework of the same, an increase in the PIST for thermal generation and for gas distributors was verified, which is highly likely to affect industrial users, which will finally impact on the costs of natural gas consumed in the Cerri Complex, thus affecting the operating margins of the business.
Other Services
This segment includes midstream services. Midstream services include natural gas treatment, separation and removal of impurities from the natural gas stream and compression services, which are generally rendered to the natural gas producers at the wellhead, as well as activities, related to construction, operation and maintenance of pipelines and compressor plants.
During 2020, the other services business segment recorded an operating profit of Ps. 1,533 million, which represents a Ps. 607 million increase compared to Ps. 926 million in 2019. The main factors that affected the results of operations of this segment during 2020 are the following:
Net revenues increased by Ps. 925 million primarily due to higher sales revenues corresponding to natural gas transportation and conditioning services in Vaca Muerta for Ps. 1,563 million and the effect of the increase in the exchange rate on sales revenues denominated in U.S. dollars for Ps. 93 million. These effects were partially offset by lower construction services of the UT by Ps. 185 million and natural gas compression and treatment services rendered by Ps. 485 million.
Costs of sales, administrative and selling expenses increased by Ps. 315 million, mainly due to the increase in depreciations of Ps. 602 million. This effect was partially offset by lower technical assistance fees.
Telecommunications
Telecommunication services are rendered by our subsidiary, Telcosur. During 2020, the Telecommunications business segment recorded an operating profit of Ps. 85 million, compared to a profit of Ps. 120 million in 2019. The main factors that affected the results of operations of this segment during 2020 are the following:
Net revenues increased by Ps. 33 million in the year ended December 31, 2020, when compared to 2019.
Costs of sales, administrative and selling expenses increased by Ps. 65 million in the year ended December 31, 2020, when compared to 2019.
Discussion of Results of Operations for the Years Ended December 31, 2019 and 2018
The following table presents a summary of our consolidated results of operations for the years ended December 31, 2019 and 2018, stated in millions of pesos, and the increase or decrease and percentage of change between the periods presented:
| Year ended December 31, | ||||||||||||||||
| 2019 | 2018 | Variation | Percentage of change | |||||||||||||
| (in millions of pesos) | ||||||||||||||||
| Revenues | 66,112 | 71,337 | (5,225 | ) | (7.3 | )% | ||||||||||
| Operating costs | (28,365 | ) | (29,808 | ) | 1,443 | (4.8 | )% | |||||||||
| Depreciation | (4,819 | ) | (4,095 | ) | (724 | ) | 17.7 | % | ||||||||
| Costs of sales | (33,184 | ) | (33,903 | ) | 719.0 | (2.1 | )% | |||||||||
| Gross profit | 32,928 | 37,434 | (4,506 | ) | (12.0 | )% | ||||||||||
| Administrative and selling expenses | (5,854 | ) | (5,710 | ) | (144 | ) | 2.5 | % | ||||||||
| Other operating loss | (174 | ) | (1,866 | ) | 1,692 | (90.7 | )% | |||||||||
| Operating profit | 26,900 | 29,858 | (2,958 | ) | (9.9 | )% | ||||||||||
| Net financial results | (3,945 | ) | (5,961 | ) | 2,016 | (33.8 | )% | |||||||||
| Share of (loss) / profit from associates | (43 | ) | 38 | (81 | ) | n/a | ||||||||||
| Income tax (expense) | (5,479 | ) | (27 | ) | (5,452 | ) | n/a | |||||||||
| Total net income and total comprehensive income | 17,433 | 23,908 | (6,475 | ) | (27.1 | )% | ||||||||||
Year 2019 Compared to Year 2018
Total comprehensive income
For the year ended December 31, 2019, we reported a total net income and a total comprehensive income of Ps.17,433 million, which represents a Ps.6,475 million decrease compared to the total net income and total comprehensive income of Ps. 23,908 million reported in 2018.
The material factors affecting total comprehensive income were as follows:
Net revenues to third-parties reached Ps.66,112 million, a decrease of Ps. 5,225 million compared to the 2018 fiscal year. This decrease was mainly due to lower net revenues from the Natural Gas Transportation and Liquids Production and Commercialization segments, which suffer a reduction 4.9% or Ps. 1,586 million and 9.5% or Ps. 3,322 million, respectively.
Cost of sales, including depreciation of fixed assets, decreased by Ps. 719 million, or 2.1% over 2018 fiscal year, primarily as a result of the decrease in the price and volumes of natural gas used as RTP totaling Ps. 1,442 million and lower technical assistance fee accrued of Ps. 1,200 million. These effects were partially offset by higher charges for the preservation of fixed assets, including depreciation of Ps. 1,553 million and labor costs of Ps. 355 million.
Administrative and selling expenses rose by Ps. 144 million, or 2.5% over 2018 fiscal year, as a result of the increase in the turnover tax and tax on exports of Ps. 545 million and labor costs of Ps. 125 million. These effects were partially offset by lower doubtful accounts charges by Ps. 274 million and lower depreciations of Ps. 348 million.
Cost of sales, administrative and selling expenses
Cost of sales for the years ended on December 31, 2019 and 2018, represented 50.2% and 47.5%, respectively, of net revenues reported in the corresponding year.
Administrative and selling expenses for the years ended on December 31, 2019 and 2018, represented 8.9% and 8.0%, respectively, of net revenues reported in the corresponding year.
See. “—Analysis of Operating Profit by Business Segment for the years ended December 31, 2019 and 2018.”
Share of profit from associates
For the year ended December 31, 2019, we recorded a loss from our investment in associates of Ps. 43 million, compared to the profit of Ps. 38 million recorded in 2018.
Net Financial Results
In accordance with IAS 29 we presented the financial results in gross terms considering the effects of the change in the currency purchasing power in a single separate line (“Gain on monetary position”). Gains and losses from monetary positions represent the effects of inflation on our monetary liabilities and assets, respectively.
Net financial results for the years ended December 31, 2019 and 2018, are as follows:
Year ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| (in millions of pesos) | ||||||||
| Financial income | ||||||||
| Interest income | 980 | 2,817 | ||||||
| Foreign exchange gain | 10,640 | 17,098 | ||||||
| Subtotal | 11,620 | 19,915 | ||||||
| Financial expenses | ||||||||
| Interest expense | (3,417 | ) | (3,509 | ) | ||||
| Foreign exchange loss | (21,288 | ) | (27,481 | ) | ||||
| Capitalized financial expenses | 607 | - | ||||||
| Subtotal | (24,098 | ) | (30,990 | ) | ||||
| Other financial results | ||||||||
| Fair value gains on financial instruments through profit and loss | 738 | 2,875 | ||||||
| Derivative financial instruments results | (26 | ) | 222 | |||||
| Other financial charges | (558 | ) | (510 | ) | ||||
| Subtotal | 154 | 2,587 | ||||||
| Gain on monetary position | 8,380 | 2,528 | ||||||
| Total | (3,944 | ) | (5,960 | ) | ||||
In accordance with the provisions of IAS 29, we opted to present the gain on the monetary position in a single line included in the financial results. This presentation implies that the nominal magnitudes of the financial results have been adjusted for inflation. The real magnitudes of financial results are different from the components of financial results presented above.
For fiscal year 2019, the financial results decreased by Ps. 1,481.02,016 million compared to previous year. This variation is mainly explained by the higher gain on monetary position of Ps. 4,298.75,852 million given an increase in net liability monetary position and the annual inflation rate (47.6% in 2018 compared to 53.8% in 2019). This effect was partially offset by lower interests generated by financial assets of Ps. 2,919.73,975 million and the negative foreign exchange rate variation of Ps. 194.3264 million booked during fiscal year 2019 compared to 2018.
Income tax
Income tax for fiscal year 2019 was negative at Ps. 4,024.25,478 million, compared to a loss of Ps. 20.328 million in fiscal year 2018.
The higher charge for income tax for the year 2018 was due to the fact that we recognized, in that period, a reduction in the deferred tax liability generated by the future recognition benefit derived from higher property, plant and equipment depreciations as a consequence of the tax revaluation, partially offset by the one-time tax that we paid for adopting the above mentioned tax revaluation option. The income tax charge for fiscal year 2019 was increased by the effect of applying the inflation adjustment for tax purposes in accordance with the provisions of Law No. 27,468, as discussed above.
Analysis of Operating Profit by Business Segment for the Years Ended December 31, 2019 and 2018
The following table sets forth revenues and operating income for each of our business segments for the years ended December 31, 2019 and 2018:
| Year ended December 31, | Year ended December 31, 2019, compared to year ended December 31, 2018 | Year ended December 31, | Year ended December 31, 2019 compared to year ended December 31, 2018 | |||||||||||||||||||||||||||||
| 2019 | 2018 | Variation | Percentage Change | 2019 | 2018 | Variation | Percentage Change | |||||||||||||||||||||||||
| Natural Gas Transportation | ||||||||||||||||||||||||||||||||
Revenues from sales (1) | 23,236.4 | 24,706.2 | (1,469.8 | ) | (6.0 | %) | ||||||||||||||||||||||||||
| Revenues from sales(1) | 31,634 | 33,635 | (2,001 | ) | (6.0 | )% | ||||||||||||||||||||||||||
| Cost of sales | (8,667.6 | ) | (7,944.3 | ) | (723.3 | ) | 9.1 | % | (11,800 | ) | (10,815 | ) | (985 | ) | 9.1 | % | ||||||||||||||||
| Gross profit | 14,568.8 | 16,761.9 | (2,193.1 | ) | (13.1 | %) | 19,834 | 22,820 | (2,986 | ) | (13.1 | )% | ||||||||||||||||||||
| Administrative and selling expenses | (2,387.1 | ) | (2,751.9 | ) | 364.8 | (13.3 | %) | (3,250 | ) | (3,747 | ) | 497 | (13.3 | )% | ||||||||||||||||||
| Other operating expense | (136.9 | ) | (240.4 | ) | 103.5 | (43.1 | %) | (186 | ) | (327 | ) | 141 | (43.1 | )% | ||||||||||||||||||
| Operating profit | 12,044.8 | 13,769.6 | (1,724.8 | ) | (12.5 | %) | 16,398 | 18,746 | (2,348 | ) | (12.5 | )% | ||||||||||||||||||||
| Liquids Production and Commercialization | ||||||||||||||||||||||||||||||||
| Revenues from sales | 23,138.2 | 25,578.4 | (2,440.2 | ) | (9,5 | %) | 31,500 | 34,822 | (3,322 | ) | (9.5 | )% | ||||||||||||||||||||
| Cost of sales | (14,661.5 | ) | (16,130.9 | ) | 1,469.3 | (9.1 | %) | (19,960 | ) | (21,961 | ) | 2,001 | (9.1 | )% | ||||||||||||||||||
| Gross profit | 8,476.6 | 9,447.5 | (970.9 | ) | (10.3 | %) | 11,540 | 12,861 | (1,321 | ) | (10.3 | )% | ||||||||||||||||||||
| Administrative and selling expenses | (1,534.5 | ) | (1,114.1 | ) | (420.4 | ) | 37.7 | % | (2,089 | ) | (1,517 | ) | (572 | ) | 37.7 | % | ||||||||||||||||
| Other operating expense | 3.2 | (1,117.9 | ) | 1,121.1 | n/a | 4 | (1,522 | ) | 1,526 | (100.3 | )% | |||||||||||||||||||||
| Operating profit | 6,945.3 | 7,215.5 | (270.1 | ) | (3.7 | %) | 9,455 | 9,822 | (367 | ) | (3.7 | )% | ||||||||||||||||||||
| Other services | ||||||||||||||||||||||||||||||||
| Revenues from sales | 2,526.6 | 2,784.5 | (257.9 | ) | (9,3 | %) | 3,440 | 3,790 | (350 | ) | (9.2 | )% | ||||||||||||||||||||
| Cost of sales | (1,524.4 | ) | (1,621.8 | ) | 97.3 | (6.0 | %) | (2,075 | ) | (2,208 | ) | 133 | (6.0 | )% | ||||||||||||||||||
| Gross profit | 1,002.2 | 1,162.8 | (160.6 | ) | (13.8 | %) | 1,365 | 1,582 | (217 | ) | (13.7 | )% | ||||||||||||||||||||
| Administrative and selling expenses | (325.4 | ) | (276.0 | ) | (49.4 | ) | 17.9 | % | (443 | ) | (376 | ) | (67 | ) | 17.8 | % | ||||||||||||||||
| Other operating (expense) / income | 3.6 | (8.4 | ) | 12.0 | n/a | 5 | (11 | ) | 16 | (145.5 | )% | |||||||||||||||||||||
| Operating profit | 680.4 | 878.4 | (198.0 | ) | (22.5 | %) | 927 | 1,195 | (268 | ) | (22.4 | )% | ||||||||||||||||||||
| Telecommunications | ||||||||||||||||||||||||||||||||
| Revenues from sales | 276.2 | 250.9 | 25.4 | 10.1 | % | 376 | 342 | 34 | 9.9 | % | ||||||||||||||||||||||
| Cost of sales | (137.9 | ) | (126.5 | ) | (11.4 | ) | 9.0 | % | (188 | ) | (172 | ) | (16 | ) | 9.3 | % | ||||||||||||||||
| Gross profit | 138.4 | 124.4 | 14.0 | 11.3 | % | 188 | 170 | 18 | 10.6 | % | ||||||||||||||||||||||
| Administrative and selling expenses | (52.8 | ) | (52.3 | ) | (0.6 | ) | 1.2 | % | (72 | ) | (71 | ) | (1 | ) | 1.4 | % | ||||||||||||||||
| Other operating expense | 2.6 | (3.6 | ) | 6.2 | n/a | 4 | (5 | ) | 9 | n/a | ||||||||||||||||||||||
| Operating profit | 88.2 | 68.5 | 19.6 | 28.6 | % | 120 | 94 | 26 | 27.7 | % | ||||||||||||||||||||||
(1) | Includes of intersegment revenues of Ps. |
Regulated Natural Gas Transportation Segment
The Natural Gas Transportation business segment represented 46.6% and 45.4% of our total revenues during the years 2019 and 2018, respectively. Natural Gas Transportation revenues are derived mainly from firm contracts, under which pipeline capacity is reserved and paid for regardless of actual usage by the shipper. We also provide interruptible natural gas transportation services subject to availability of the pipeline capacity. In addition, we render operation and maintenance services for the Natural Gas Transportation facilities, which belong to certain gas trusts created by the Government to expand the capacity of the Argentine natural gas transportation pipeline system. This business segment is subject to ENARGAS regulation.
For additional information regarding the history of our discussions with various governmental authorities in relation to the adjustment of our gas transportation tariffs see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework.”
During 2019, the Natural Gas Transportation business segment recorded an operating profit of Ps. 12,044.8Ps.16,398 million, compared to Ps. 13,769.618,746 million recorded in 2018. The main factors that affected the results of operations of this segment compared to 2018 are the following:
Revenues from the Natural Gas Transportation business segment decreased by Ps. 1,469.82,001 million for the year 2019 compared to 2018;
During 2019, we received nominal tariff increases totaling 26.0% while annual inflation was 53.8%;
Revenues related to natural gas firm transportation contracts for the yearsyear ended December 31, 2019, decreased by Ps. 313.6427 million. The decrease is mainly due to a single rate increase granted by ENARGAS since April 2019 (26%, although according to the RTI process, a second increase as of October 2019 should have been granted), which was lower than the 2019 annual inflation rate (53.8%). See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Regulation of Transportation Rates-Actual Rates” for additional information;
Revenues related to interruptible natural gas transportation service decreased by Ps. 885.51,205 million. The decrease mainly resulted from the tariff decrease in Current Currency discussed above and lower volumes dispatched;
Revenues relating to the CAU decreased by Ps. 34.747 million by the same tariff effect. The value of the CAU is much lower than the transportation tariff we are permitted to charge for our natural gas transportation services, because we were not required to make any investment in the construction and expansion of the assets to which the CAU relates. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions” for additional information regarding the CAU;
Intersegment sales decreased by Ps. 304.6415 million given the lower volumes of natural gas transported to Cerri Complex and the tariff decreases in Current Currency discussed above;
Costs of sales and administrative and selling expenses for the year ended December 31, 2019 increased by Ps. 358.5488 million, from Ps. 10,696.214,562 million to Ps. 11,054.715,050 million, as compared to the year ended December 31, 2018. This increase was mainly attributable to higher: (i) ordinary maintenance expenses for the pipelines and other fixed assets by Ps. 532.9725 million, (ii) labor costs by Ps. 213.2290 million and (iii) depreciations amounting to Ps. 105.7144 million. These effects were partially offset by a lower technical assistance fee accrued of Ps. 513.0698 million and charges in doubtful accounts by Ps. 203.9277 million; and
The positive variation in other operating expenses of Ps. 103.5141 million derives mainly from the US$ 21.3 million one-time payment made in June 2018, as partlower provisions for contingencies.
148
Liquids Production and Commercialization Segment
The Liquids Production and Commercialization segment represented 47.6% and 48.8% of our total net revenues during the years ended December 31, 2019 and 2018, respectively. Liquids Production and Commercialization activities are conducted at the Cerri Complex, which is located near Bahía Blanca and connected to each of our main pipelines. At the Cerri Complex, we recover ethane, LPG and natural gasoline for our own account, on behalf of our customers and on a fee basis, collecting a commission for the extracted Liquids delivered to our customers.
For the fiscal years 2019 and 2018, all of our sales were made for our account.
All ethane produced by our Liquids segment in the years ended December 31, 2019 and 2018 was sold locally to PBB. In June 2019, PBB suffered technical problems in its facilities that prevented the normal supply of ethane. These inconveniences were gradually resolved until October 2019 when we were able to restore the normal ethane supply.
Our ethane sales for the years 2019 and 2018 represented 27.4% and 36.2% of our Liquids Production and Commercialization net revenues. For this reason, the decrease in the volumes of ethane sold to PBB during 2019 had a negative impact on our net revenues.
In 2019, we sold 56.1% of our production of LPG in the local market to LPG marketers, compared to 57.9% in 2018, with the remainder exported to LPG traders. In addition, all natural gasoline produced during 2019 and 2018 was exported. For more information about these contracts, see “Item 4. Our Information. B—Information—B. Business Overview—Liquids Production and Commercialization.”
The total annual sales for the Cerri Complex for 2019 and 2018 in short tons were as follows:
| Years ended December 31, | Year ended December 31, 2019 compared to year ended December 31, 2018 | Years ended December 31, | Year ended December 31, 2019 compared to year ended December 31, 2018 | |||||||||||||||||||||||||||||
| (volumes in short tons) | (volumes in short tons) | (volumes in short tons) | (volumes in short tons) | |||||||||||||||||||||||||||||
| 2019 | 2018 | Increase/ (Decrease) | Percentage Change | 2019 | 2018 | Increase/ (Decrease) | Percentage Change | |||||||||||||||||||||||||
| Local Market | ||||||||||||||||||||||||||||||||
| Ethane | 312,651 | 437,362 | (124,711 | ) | (28.5 | ) | 312,651 | 437,362 | (124,711 | ) | (28.5 | ) | ||||||||||||||||||||
| Propane | 234,125 | 172,834 | 61,291 | 35.5 | 234,125 | 172,834 | 61,291 | 35.5 | ||||||||||||||||||||||||
| Butane | 160,399 | 171,889 | (11,490 | ) | (6.7 | ) | 160,399 | 171,889 | (11,490 | ) | (6.7 | ) | ||||||||||||||||||||
| Subtotal | 707,175 | 782,085 | (74,910 | ) | (9.6 | ) | 707,175 | 782,085 | (74,910 | ) | (9.6 | ) | ||||||||||||||||||||
| Exports | ||||||||||||||||||||||||||||||||
| Propane | 182,394 | 162,018 | 20,376 | 12.6 | 182,394 | 162,018 | 20,376 | 12.6 | ||||||||||||||||||||||||
| Butane | 126,684 | 88,872 | 37,812 | 42.5 | 126,684 | 88,872 | 37,812 | 42.5 | ||||||||||||||||||||||||
| Natural Gasoline | 130,572 | 132,311 | (1,738 | ) | (1.3 | ) | 130,572 | 132,311 | (1,738 | ) | (1.3 | ) | ||||||||||||||||||||
| Subtotal | 439,650 | 383,201 | 56,450 | 14.7 | 439,650 | 383,201 | 56,450 | 14.7 | ||||||||||||||||||||||||
| Total Liquids | 1,146,825 | 1,165,286 | (18,460 | ) | (1.6 | ) | 1,146,825 | 1,165,286 | (18,460 | ) | (1.6 | ) | ||||||||||||||||||||
Export revenues from our Liquids Production and Commercialization segment command a price premium, as compared to our domestic market sales, primarily as a result of regulation of domestic prices See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Exports.”
Butane and propane priceprices commercialized under the Households with Bottles Program isare determined by the SHR, the Hydrocarbon Resources Secretariat, which in 2018 issued Resolution No. 5/2018 increasing, from April 1, 2018, the price paid under the Households with Bottles Program to Ps. 5,416 per ton of butane and Ps. 5,502 per ton of propane. The compensation paid to us remained without modification at Ps. 550 per ton of butane.
Under this agreement, we collect compensation from the Government, which is calculated taking into consideration the export parity price published monthly by the Federal Energy Bureau.
Regarding the Propane for Networks Agreement, on May 30, 2018,2019, we signed the sixteenth extension by which the methodology for determining the price and volumes for the period April 1, 20182019 to December 31, 20192020 was established. As of the date of this Annual Report this program has not been extended.
See “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization—Regulation—International Market.” for additional information.
During 2019 the Liquids Production and Commercialization business segment recorded operating income of Ps. 6,945.39,455 million, compared to Ps. 7,215.59,822 million in 2018. The main factors that affected the results of operations for this segment compared to 2018 were the following:
Segment revenue decreased by Ps. 2,440.23,322 million in 2019, compared with the previous year.to 2018. This decrease is mainly due to lower international reference prices by Ps. 4,154.25,655 million and ethane volumes and price by Ps. 4,225.95,753 million. These effects were partially offset by the depreciation of the peso against the U.S. dollar by Ps. 3,335.74,541 million, higher propane and butane volumes sold by Ps. 1,967.22,678 million and the increase in the price of the propane and butane sold under the supply programs sponsored by the Government;
In 2019 propane, butane and natural gasoline average export prices recorded decreases of 28.5%, 23.3% and 17.0%, respectively.respectively, compared to 2018. The fall in international reference prices occurred mainly during the first half of the year showing signs of recovery as from August 2019;
During 2019, the production of Liquids reached 1,127,558 short tons (44,248 tons or 3.8% less than in 2018). This was mainly due to the lower ethane sold during 2019 as a result of the operational problems that occurred at the PBB facilities, an effect that was partially offset by the higher volumes of propane and butane obtained. It should be noted that there were no production restrictions during the winter period, as a result of a greater supply of local gas due to non-conventional gas developments;
Notwithstanding the changes made to the Households with Bottles Program to supply butane to the domestic market described above, our obligations under this program continues to have an adverse impact on this segment, resulting in a negative operating margin on domestic sales of LPG;
Costs of sales, administrative and selling expenses for the year ended December 31, 2019, decreased by Ps. 1,048.91,429 million, from Ps. 17,245.023,478 million to Ps. 16,196.0Ps.22,049 million, as compared to the year ended December 31, 2018. This decrease was mainly due to the reduction in the price and volumes of natural gas that we are required to purchase as RTP as part of the Liquids processing business of Ps. 1,059.51,442 million and the lower technical assistance fee of Ps. 333.4454 million. These effects were partially offset by higher taxes, mainly due to tax on exports, of Ps. 401.0546 million, and labor costs of Ps. 92.6126 million;
Other operating expenses decreased by Ps. 1,121.1Ps.1,526 million mainly resulting from the Ps. 1,054.4Ps.1,054 million (US$ (U.S.$21.3 million) payment made, on June 14, 2018, as part of the resolution of the arbitration initiated by Pan American Energy LLC Argentine Branch and Pan American Sur S.A. before the International Court of Arbitration on May 8, 2015, against the Company for US$ U.S.$306.3 million.
In 2019, export revenues from the Liquids Production and Commercialization segment were Ps. 9,144.912,450 million and accounted for 18.8% (17.7% in 2018) of total net sales and 39.5% (36.2% in 2018) of total Liquids Production and Commercialization revenues.
Between January and March 2019, deliveries of propane and butane to the export market were made to Geogas Trading S.A. under an agreement signed on October 12, 2018, which stipulated minimum quantities of products to be delivered at international reference prices (Mont Belvieu) plus a fixed price per ton sold.
After the end of the aforementioned contract, between the months of April and December, we export propane and butane at spot prices, which allowed us to capture opportunities associated with different market niches, allowing us to considerably increase the individual fixed prices of each operation.
For the period from October 1, 2017 to April 30, 2018, we sold our LPG exports to Petredec (Europe) Limited. This agreement stipulated monthly sales by us of approximately 16,534 short tons of propane and 16,534 short tons of butane at the international reference price plus a fixed charge per ton sold. Since the termination of the agreement with Petredec (Europe) Limited, we have performed spot sales and to the date of this Annual Report, we are under negotiations for a new agreement.
As in prior years, in the period ranging from May to September 2019, the sales of these products were conducted mainly in the domestic market, due to the restrictions in natural gas consumption for the production of Liquids and governmental requirements to supply the domestic market within the framework of the programs outlined by the Government for the supply of LPG.
Regarding natural gasoline exports, for the period ranging from February 1, 2018 to January 31, 2019, we entered a new agreement with Petrobras Global Trading S.V. To guarantee continuity in the supply of this product, we renewed this agreement for the period from February 1 2019 to January 31 2020, and negotiated improvements to the former terms and conditions.
Subsequently, and effective between February 1, 2020 and January 31, 2021, we achieved the renewal of said agreement.
Additionally, we export to Chile, Paraguay and Brazil by land. Volumes exported under this modality are lower than volumes exported by sea, which increased over the last several years, allowing us to capitalize a higher operative margin.
Regarding the price of natural gas, measured in U.S. dollars, acquired for RTP for processing at the Cerri Complex, it has suffered a decreaseddecrease of 23.9% with respect to 2018 principally as a consequence of the increase in the supply of available natural gas.
Other Services
During 2019, the other services business segment recorded an operating profit of Ps. 680.4926 million, which represents a Ps. 270 million decrease, compared to Ps. 878.41,196 million in 2018. The main factors that affected the results of operations of this segment during 2019 are the following:
Net revenues decreased by Ps. 257.9351 million primarily due to the lower sales associated with lower construction of Ps. 499.6680 million and operation and maintenance services of Ps. 172.5235 million rendered in fiscal year 2019. These effects were partially offset by the impact of the exchange rate increase on the revenues denominated in United States dollars of Ps. 270.9369 million and revenues related to natural gas transportation and conditioning in Vaca Muerta of Ps. 165.8226 million.
Costs of sales, administrative and selling expenses decreased by Ps. 47.965 million, mainly due to decreases in costs of services rendered to third parties (Ps. 236.5322 million). These effects were partially offset by higher (i) depreciations (Ps. 98.4134 million), (ii) professional fees (Ps. 51.570 million) and (iii) labor costs (Ps. 39.454 million).
Telecommunications
Net revenues increased by Ps. 25.4Ps.34 million in the year ended December 31, 2019, when compared to 2018. The positive variation was mainly due to the increase in the foreign exchange rate of the peso compared to the U.S. dollar.
Costs of sales, administrative and selling expenses increased by Ps. 12.0Ps.17 million.
| Year ended December 31, | ||||||||||||||||
| 2018 | 2017 | Variation | Percentage of change | |||||||||||||
| (in millions of pesos) | ||||||||||||||||
| Revenues | 52,399.4 | 30,694.6 | 21,704.8 | 70.7 | % | |||||||||||
| Operating costs | (21,894.5 | ) | (15,445.8 | ) | (6,448.7 | ) | 41.8 | % | ||||||||
| Depreciation | (3,008.3 | ) | (2,915.0 | ) | (93.3 | ) | 3.2 | % | ||||||||
| Costs of sales | (24,902.9 | ) | (18,361.0 | ) | (6,542.0 | ) | 35.6 | % | ||||||||
| Gross profit | 27,496.5 | 12,333.6 | 15,162.8 | 122.9 | % | |||||||||||
| Administrative and selling expenses | (4,194.3 | ) | (2,370.8 | ) | (1,823.5 | ) | 76.9 | % | ||||||||
| Other operating loss | (1,370.3 | ) | (417.7 | ) | (952.6 | ) | 228.1 | % | ||||||||
| Operating profit | 21,932.0 | 9,545.1 | 12,386.7 | 129.8 | % | |||||||||||
| Net financial results | (4,378.5 | ) | (812.7 | ) | (3,565.8 | ) | 438.8 | % | ||||||||
| Share of profit from associates | 28.0 | 33.2 | (5.2 | ) | (15.7 | %) | ||||||||||
| Income tax (expense) | (20.3 | ) | 81.7 | (102.0 | ) | n/a | ||||||||||
| Total net income and total comprehensive income | 17,561.2 | 8,847.3 | 8,713.7 | 98.5 | ||||||||||||
| Year ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| (in millions of pesos) | ||||||||
| Financial income | ||||||||
| Interest income | 2,069.5 | 204.8 | ||||||
| Foreign exchange gain | 12,559.2 | 863.9 | ||||||
| Subtotal | 14,628.7 | 1,068.7 | ||||||
| Financial expenses | ||||||||
| Interest expense | (2,577.4 | ) | (1,302.0 | ) | ||||
| Foreign exchange loss | (20,185.9 | ) | (1,718.6 | ) | ||||
| Capitalized financial expenses | - | - | ||||||
| Subtotal | (22,763.3 | ) | (3,020.6 | ) | ||||
| Other financial results | ||||||||
| Fair value gains on financial instruments through profit and loss | 2,112.0 | 680.7 | ||||||
| Derivative financial instruments results | 163.2 | - | ||||||
| Other financial charges | (374.6 | ) | (258.4 | ) | ||||
| Subtotal | 1,900.6 | 422.4 | ||||||
| Gain on monetary position | 1,855.5 | 716.8 | ||||||
| Total | (4,378.5 | ) | (812.7 | ) | ||||
| Year ended December 31, | Year ended December 31, 2018 compared to year ended December 31, 2017 | |||||||||||||||
| 2018 | 2017 | Variation | Percentage Change | |||||||||||||
| Natural Gas Transportation | ||||||||||||||||
| Revenues (1) | 24,706.2 | 11,846.9 | 12,859.3 | 108.6 | % | |||||||||||
| Cost of sales | (7,944.3 | ) | (6,428.5 | ) | (1,515.8 | ) | 23.6 | % | ||||||||
| Gross profit | 16,761.9 | 418.4 | 11,343.5 | 209.4 | % | |||||||||||
| Administrative and selling expenses | (2,751.9 | ) | (1,564.0 | ) | (1,187.9 | ) | 76.0 | % | ||||||||
| Other operating expense | (240.4 | ) | (503.3 | ) | 262.9 | (52.3 | %) | |||||||||
| Operating profit | 13,769.6 | 3,351.1 | 10,418.5 | 310.9 | % | |||||||||||
| Liquids Production and Commercialization | ||||||||||||||||
| Revenues | 25,578.4 | 17,189.2 | 8,389.2 | 48.8 | % | |||||||||||
| Cost of sales | (16,130.9 | ) | (11,186.1 | ) | (4,944.8 | ) | 44.2 | % | ||||||||
| Gross profit | 9,447.5 | 6,003.1 | 3,444.4 | 57.4 | % | |||||||||||
| Administrative and selling expenses | (1,114.1 | ) | (552.4 | ) | (561.7 | ) | 101.7 | % | ||||||||
| Other operating (expense) / income | (1,117.9 | ) | 99.5 | (1,217.4 | ) | n/a | ||||||||||
| Operating profit | 7,215.5 | 5,550.2 | 1,665.3 | 30.0 | % | |||||||||||
| Other services | ||||||||||||||||
| Revenues | 2,784.5 | 1,844.8 | 1,844.8 | 50.9 | % | |||||||||||
| Cost of sales | (1,621.8 | ) | (1,008.8 | ) | (1,008.8 | ) | 60.8 | % | ||||||||
| Gross profit | 1,162.8 | 836.0 | 836.0 | 39.1 | % | |||||||||||
| Administrative and selling expenses | (276.0 | ) | (220.6 | ) | (220.6 | ) | 25.1 | % | ||||||||
| Other operating expense | (8,4 | ) | (14.2 | ) | (14.2 | ) | (41.3 | %) | ||||||||
| Operating profit | 878.4 | 601.2 | 601.2 | 46.1 | % | |||||||||||
| Telecommunications | ||||||||||||||||
| Revenues | 250,9 | 190.9 | 60.0 | 31.4 | % | |||||||||||
| Cost of sales | (126,5 | ) | (114.8 | ) | (11.7 | ) | 10.5 | % | ||||||||
| Gross profit | 124.4 | 76.1 | 48.3 | 62.9 | % | |||||||||||
| Administrative and selling expenses | (52.3 | ) | (33.8 | ) | (18.5 | ) | 54.6 | % | ||||||||
| Other operating (expense) / income | (3.6 | ) | 0.3 | (3.9 | ) | -n/ | a | |||||||||
| Operating profit | 68.5 | 42.6 | 25.9 | 60.4 | % | |||||||||||
| Years ended December 31, | Year ended December 31, 2018 compared to year ended December 31, 2017 | |||||||||||||||
| (volumes in short tons) | (volumes in short tons) | |||||||||||||||
| 2018 | 2017 | Increase/ (Decrease) | Percentage Change | |||||||||||||
| Local Market | ||||||||||||||||
| Ethane | 437,362 | 311,786 | 125,576.0 | 40.3 | % | |||||||||||
| Propane | 172,834 | 194,665 | (21,830.9 | ) | (11.2 | %) | ||||||||||
| Butane | 171,889 | 156,912 | 14,976.9 | 9.5 | % | |||||||||||
| Subtotal | 782,085 | 663,363 | 118,722.1 | 17.9 | % | |||||||||||
| Exports | ||||||||||||||||
| Propane | 162,018 | 158,895 | 3,122.8 | 2.0 | % | |||||||||||
| Butane | 88,872 | 103,259 | (14,386.7 | ) | (13.9 | %) | ||||||||||
| Natural Gasoline | 132,311 | 133,802 | (1,490.0 | ) | (1.1 | %) | ||||||||||
| Subtotal | 383,201 | 395,956 | (12,753.9 | ) | (3.2 | %) | ||||||||||
| Total Liquids | 1,165,286 | 1,059,319 | 105,968.2 | 14.7 | % | |||||||||||
B. Liquidity and Capital Resources
Our primary sources of liquidity have been cash flows from operating activities, cash flows from the proceeds of the sale of our temporary investments, and cash flows from loans. In response to the limited availability of financing for Argentine companies, we closely monitor our liquidity levels in order to ensure compliance with our financial obligations and to achieve our objectives. Our cash flows from operations have been affected in recentpast years due to the lack of adjustment to our natural gas transportation tariffs to cover increases in our operating costs and capital expenditures.expenditures, and the COVID effect during 2020 discussed elsewhere herein. Along these lines, and as a guiding principle, financial solvency is our main objective.
To preserve cash surpluses, we invest in low-risk and highly liquid financial assets offered by high-quality financial institutions that are located in Argentina and the United States. Our policy is designed to diversify credit risk. Given that our total financial indebtedness is denominated in U.S. dollars, we prioritize the placement of funds in U.S. dollar-denominated investments. During 2019, in lightinvestments and since 2020, depositing such placements primarily abroad through the trading of the high levelfinancial instruments We recorded a Ps 8,004 million loss generated by trading financial instruments to place foreign currency abroad.
152
In the short-term, the most significant factors generally affecting our cash flow from operating activities are: (i) fluctuations in international prices for LPG products, (ii) fluctuations in production levels and demand for our products and services, (iii) changes in regulations, such as taxes, taxes on exports, tariffs for our regulated business segment and price controls, (iv) fluctuations in the natural gas price used as RTP, (iv) fluctuations in exchange rates, (v) operating cost increases given inflation and (vi) the full extent and duration of COVID outbreakpandemic and its impact on any of the foregoing anand on our operations and financial situation.
During 2020, our cash generation has allowed us to cover all our financial needs, mainly the investments made for the maintenance of the transportation system and other operating assets of the remaining business segments, as well as those made for new projects. Furthermore, in 2020, we do not enter into any new loan agreement. Besides our cash flow from operations was used to paid our short-term debt.
The performance of the Natural Gas Transportation segment was marked by the lack of tariff updates, the last of which was received in April 2019, which in the framework of the Solidarity Law and its complementary rules provided for a tariff freeze and the renegotiation of the RTI. Likewise, and due to the national lockdown, between March and April there were certain delays in the collections of our main customers whose collections were significantly affected. Since the second quarter of the year, they tended to partially recover, and currently there are certain agreed delays.
Within the framework of the share buyback program approved by the Board of Directors meetings held on March 27,6 and August 26 and November 19 of 2019,21, 2020, as of December 31, 2019,2020, we have 9,886,755had 41,734,225 of our own shares in treasury, (equivalent to 1,977,351 ADRs), representing 1.24%5.25% of our common stock. In 2019,2020, we allocated Ps. 2,590.73,715 million to the buyback of our own shares.
During 2019,2020, we continued participating in the Households with Bottles Program, which generates operating margins by virtue of the fact that the price determined by the SHR is significantly lower than the costs of processing natural gas. For further information, see “Item 4—4. Our Information—B. Business Overview. Overview—Liquids Production and Commercialization.”
The impact of the COVID in the financial markets has adversely affected the cost of borrowing, hedging activities and access to capital in general which could limit our ability to obtain hedges or financing in a timely manner, on acceptable terms or at all. In addition, the fragilfragile economic environment in Argentina intensified by the slowdown in economic activity caused by the COVID and other internal factors may result in an increase in business failures among the clients we serve or may adversely affect the ability of our counterparties to perform their obligations under the transportations services or Liquids purchase agreements. As a result, our ability to generate sufficient cash from our operations in order to satisfy our indebtedness and capital expenditure needs may be adversely affected by the deterioration of Argentine economy due to the COVID. The extent to which COVID may impact our operations, liquidity, financial condition, and results of operations will depend on future developments, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the disease or treat its impact, all of which are highly uncertain and cannot be predicted.
Considering our current lack of access to financial markets due to the current negative macroeconomic conditions, we believe that we will have to rely only on our operating cash inflow to meet our working capital, debt service and capital expenditure requirements for the foreseeable future. Actual results may differ materially from our expectations described above as a result of various factors affecting the Argentine economy.
In the Liquids Production and Commercialization business segment, despite the weak commodity price environment discussed elsewhere herein we were able to maintan a positive cash flow thanks to the measures taken to mitigate its impact (negotiations with suppliers to guarantee the purchase of natural gas at lower prices, an efficient operation of our facilities in order to reduce maintenance expenses, for example).
On December 17, 2015, the Macri administration issued certain measures that involved the relaxation of foreign exchange controls in force over the last four years. Such measures were reversed beginning in August 2019. For additional information, see “Item 10. Additional information—D. Exchange Controls.”
As a result of a combination of external and local factors in the macroeconomic context, the exchange rate of the U.S. dollar increased by 40.5% during 2020, from Ps.59.89 to Ps.84.15. As of December 31, 2020, 96%, or U.S.$235 million, of our fund placements were denominated in U.S. dollars, to mitigate such risk. During the period ended on December 31, 2020, sales revenues denominated in U.S. dollars amounted to 50%.
The foregoing allows us to conclude that we managed to limit the impact of the recent turbulence in the exchange rate on the future cancellation of indebtedness.
A further devaluation of the peso or further inflation with no compensating effect in our natural gas transportation tariffs or lower liquids prices could harm our cash-generating ability and materially adversely affect our liquidity, our ability to carry out mandatory capital investments and our ability to service our debt.
Our financial position is and will be significantly dependent on its operating performance, our indebtedness and capital expenditure programs.
Our primary sources and uses of cash during the years ended December 31, 2020, 2019 and 2018 are shown in the table below:
| Years ended December 31, | Years ended December 31, | |||||||||||||||||||||||
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
| (in millions of pesos) | (in millions of pesos) | |||||||||||||||||||||||
| Cash and cash equivalents at the beginning of the year | 25,605.1 | 6,025.2 | 4,415.6 | 13,294 | 34,859 | 8,203 | ||||||||||||||||||
| Cash flows provided by operating activities | 13,499.0 | 19,685.3 | 8,548.1 | 28,514 | 18,378 | 26,800 | ||||||||||||||||||
| Cash flows used in investing activities | (16,643.9 | ) | (7,278.2 | ) | (5,965.1 | ) | (30,088 | ) | (22,659 | ) | (9,909 | ) | ||||||||||||
| Cash flows (used in ) / provided by financing activities | (11,318.5 | ) | 3,152.2 | (92.1 | ) | (5,075 | ) | (15,409 | ) | 4,291 | ||||||||||||||
| Net (decrease) / increase in cash and cash equivalents | (14,463.5 | ) | 15,559.3 | 2,490.8 | (6,648 | ) | (19,691 | ) | 21,182 | |||||||||||||||
| Foreign exchange gains on cash and cash equivalents | 3,721.0 | 10,287.8 | 346.1 | 761 | 5,066 | 14,006 | ||||||||||||||||||
| Monetary results effect on Cash and cash equivalents | (5,097.5 | ) | (6,267.2 | ) | (1,227.3 | ) | (2,753 | ) | (6,940 | ) | (8,532 | ) | ||||||||||||
| Cash and cash equivalents at the end of the year | 9,765.2 | 25,605.1 | 6,025.2 | 4,653 | 13,294 | 34,859 | ||||||||||||||||||
Cash Flows Provided by Operating Activities
The netcash flow generated by operating activities for the year ended December 31, 2020, increased by Ps. 10,136 million, primarily resulting from lower income tax payments by Ps. 5,478 million, higher collections received from derivative financial instruments by Ps. 632 million and lower cash advances to suppliers. These effects were partially offset by the decline in operating profit by Ps. 6,258 million.
The cash flow generated by operating activities for the year ended December 31, 2019, decreased by Ps. 6,186.48,422 million, primarily resulting from a decrease in operating profit and the positive variation in the working capital, principally as a consequence of lower trade payable paid and the increase in accounts receivables.
Cash Flows Used in Investing Activities
The cash flow used in investment activities for the year ended December 31, 2020, increased by Ps. 7,429 million, mainly driven by higher acquisitions of financial assets not considered cash and cash equivalents by Ps.21,349 million. This effect was partially offset by lower funds allocated to the acquisition of capital expenditures following the completion of works related to the midstream business in Vaca Muerta and as a consequence of the impact of COVID by Ps.13,920 million.
Cash flow used in investment activities increased by Ps. 9,365.7Ps.12,750 million in 2019. This was mainly due to additional capital expenditures used to execute the Five-Year Plan committed in accordance with the provisions of the RTI and Vaca Muerta project by Ps. 3,435.2Ps.4,677 million and higher funds applied to buy financial assets not considered cash equivalents of Ps. 711.9Ps.969 million, against the increase of Ps. 5,218.6Ps.7,105 million in 2018.
Cash Flows (Used in) / Provided by Financing Activities
The cash flow used in investmentfinancing activities increasedfor the year ended December 31, 2020, decreased by Ps. 1,313.110,334 million, in 2018.primarily resulting from lower dividend payments by Ps.13,288 million. This effect was mainly due to additional capital expenditures used to execute the Five-Year Plan committed in accordance with the provisions of the RTI and midstream projects by Ps. 9,510.5 million, partially offset by funds receivedthe repurchase of notes by Ps. 999 million, and the cancellation of financial debt by Ps. 1,354 million, when in Fiscal 2019 we recorded a net financial assets not considered cash equivalents of Ps. 8,197.5 million.borrowing.
Cash flows used in financing activities for the year ended December 31, 2019 increased by Ps. 14,470.7Ps.19,700 million as a result of lower loans received in 2019 of Ps. 20,210.2Ps.27,514 million (after the placement in 2018 of 2018 Notes) and higher dividend payments and treasury shares purchased of Ps. 3,101.2Ps.4,222 million Ps. 404.8and Ps.551 million, respectively. These effects were partially offset by lower payments of loans by Ps. 9,264.2Ps.12,612 million.
Description of Indebtedness
As of December 31, 2019,2020, 100% of our total indebtedness was entirely denominated in U.S. dollars. The following table shows our total indebtedness as of 20192020 and 2018:2019:
2020 | 2020 | 2019 | ||||||||||
(in millions of U.S. dollars) (2) | (in millions of pesos) | |||||||||||
| Current loans: | ||||||||||||
| 2018 Notes Interest | 5 | 457 | 459 | |||||||||
| Pre-export finance | - | - | 1,390 | |||||||||
| Leasing | 6 | 480 | 495 | |||||||||
| Total current loans | 11 | 937 | 2,344 | |||||||||
| Non-current loans: | ||||||||||||
| 2018 Notes | 481 | 40,520 | 40,634 | |||||||||
| Leasing | 29 | 2,413 | 2,741 | |||||||||
| Total non-current loans | 510 | 42,933 | 43,375 | |||||||||
Total loans(1) | 521 | 43,869 | 45,720 | |||||||||
| 2019 | 2019 | 2018 | ||||||||||
(in millions of U.S. dollars) (2) | (in millions of pesos) | |||||||||||
| Current loans: | ||||||||||||
| 2018 Notes Interest | 5.6 | 336.9 | 349.4 | |||||||||
| Pre-export finance | 17.1 | 1,021.3 | - | |||||||||
| Leasing | 6.1 | 363.9 | 331.8 | |||||||||
| Total current loans | 28.8 | 1,722.1 | 681.2 | |||||||||
| Non-current loans: | ||||||||||||
| 2018 Notes | 498.4 | 29,847.2 | 28,789.0 | |||||||||
| Leasing | 33.6 | 2,013.5 | 2,214.7 | |||||||||
| Total non-current loans | 532.0 | 31,860.7 | 31,003.7 | |||||||||
Total loans (1) | 560.7 | 33,582.8 | 31,684.9 | |||||||||
(1) | Issuance expenses net. |
(2) | Converted at the exchange rate of |
In order to improve the maturity profile of our financial debt, on April 19, 2018, we launched the Tender Offer (as defined below) to purchase for cash any and all of our negotiable instruments class 1 issued in February 2014 (the “��2014 Notes”), which expired on April 26, 2018, and settled on February 11, 2014. On April 27, 2018, U.S.$80,083,898.25 in aggregate principal amount of the 2014 Notes (or approximately 41.80% of the 2014 Notes then outstanding), were redeemed pursuant to the Tender Offer and the remaining 2014 Notes were redeemed on May 2, 2018, pursuant to the provisions of the indenture, dated February 11, 2014, among Delaware Trust Company (successor to Law Debenture Trust Company of New York), as trustee, co registrar, principal paying agent and transfer agent, and Banco Santander Rio S.A., as registrar (the “2014 Indenture”). The redemption of the 2014 Notes was financed with the proceeds from the offering of the 2018 Notes.
On January 3, 2014, the CNV authorized the public offering through Resolution No. 17,226. Our Board of Directors proposed that the 2017 Shareholders’ Meeting authorize an increase of up to U.S.$700,000,000 (or its equivalent in other currencies) of the medium-term note program approved by the CNV on January 3, 2014, for the issuance of short- and medium-term bonds not convertible into shares. On 31 October 2018, we obtained approval from the CNV for the extension of the program to January 3, 2024. On 9 October 2019, we obtained approval from the CNV for the extension of the program to US$ U.S.$1.2 billion.
On May 2, 2018, within the framework of the 2017 short- and medium-term negotiable obligations program approved by the CNV, we issued the 2018 Notes with the following characteristics:
| Amount in U.S.$ | 500.000.000 | |||
| Interest Rate | 6,75% annual | |||
| Pricing | 99,725 | % | ||
| Date of Payment | Percentage on the Principal Amount to | ||||||||
Amortization | May 2, 2025 | 100 | % | ||||||
| Frequency of Interest Payment | |||||||||
| Guarantor | None. | ||||||||
The proceeds obtained byfrom the 2018 Notes were used to: (i) repurchase the 2014 Notes for an amount equivalent to U.S.$86,511,165; (ii) cancel and totally redeem the 2014 Notes for U.S.$120,786,581; and (iii) the remaining balance to make capital investments.
As of December 31, 20192020 the principal amount of outstanding 2018 Notes was U.S.$500 million. As of the date of this Annual Report,During 2020, we repurchased 2018 Notes in an aggregate principal amount of U.S.$17.6 million, which repurchases were made in March and April 2020, at a clean average price of U.S.$71.53 per U.S.$100 of principal amount. This transaction generated a positive result of Ps. 399 million recognized as a financial gain in the Statement of Comprehensive Income.
We are subject to several restrictive covenants under our 2018 Notes that limit our ability to obtain additional financing, including limitations on our ability to incur additional indebtedness to create liens on our property, assets or revenues. In addition to the required principal amortization payment obligations, we are also subject to other restrictive covenants that affect our use of cash on hand, such as limitations on our ability to pay dividends to our shareholders and limitations on our ability to sell our assets. See “Item 10. Additional Information—C. Material Contracts—Debt Obligations” for a detailed discussion of the terms of our financial debt, including the interest rates and material covenants applicable to such indebtedness.
We regularly implement actions aimed at minimizing the impact of the exchange rate variation on our financial indebtedness, including entering into currency-forward agreements with major financial institutions for the purchase of U.S. dollars to cover exposure to the exchange rate risk derived from our financial indebtedness. In addition, we are able to invest in financial instruments, which reflect the variation of the exchange rate. During 2020, 2019 2018 and 2017,2018, we did not enter into any derivative instruments to hedge the foreign exchange risk.
Future Capital Requirements
Details of our currently projected capital expenditures for the 2020-20222021-2023 periods, in millions of U.S. dollars, are set forth in the following table:
| 2020 | 2021 | 2022 | Total | 2021 | 2022 | 2023 | Total | |||||||||||||||||||||||||
| Natural Gas transportation | ||||||||||||||||||||||||||||||||
| Reliability and others | 30.6 | 48.0 | 50.0 | 128.6 | 53.2 | 50.0 | 50.0 | 153.2 | ||||||||||||||||||||||||
| Total | 30.6 | 48.0 | 50.0 | 128.6 | 53.2 | 50.0 | 50.0 | 153.2 | ||||||||||||||||||||||||
| Liquids production and commercialization | ||||||||||||||||||||||||||||||||
| Reliability and others | 3.3 | 13.9 | 10.9 | 28.1 | 14.4 | 10.0 | 10.9 | 35.2 | ||||||||||||||||||||||||
| Operational efficiencies | 1.4 | - | - | 1.4 | 0.8 | - | - | 0.8 | ||||||||||||||||||||||||
| Expansions | - | - | - | - | ||||||||||||||||||||||||||||
| Total | 4.7 | 13.9 | 10.9 | 29.5 | 15.2 | 10.0 | 10.9 | 36.0 | ||||||||||||||||||||||||
| Vaca Muerta Project | 29.4 | 4.8 | - | 34.2 | 20.3 | 1.4 | - | 21.7 | ||||||||||||||||||||||||
| Other services | 2.5 | 4.1 | 4.0 | 10.6 | 5.7 | 4.1 | 4.0 | 13.8 | ||||||||||||||||||||||||
| Total Capital Expenditures | 67.2 | 70.8 | 64.9 | 202.9 | 94.4 | 65.5 | 64.9 | 224.7 | ||||||||||||||||||||||||
The table above includes the capital works necessary to comply with the safety and maintenance of our natural gas pipeline. As part of the measures taken to reduce the impact of COVID pandemic in our business we have adjusted our capital expenditure plan.
We currently expect to continue to rely on cash flow from operations and short-term and long-term borrowings and other additional financing activities to finance capital expenditures in the near term.
We are also working on new projects which we believe will be relevant to the development of the natural gas industry in Argentina. For this, we are monitoring the impact of the measures adopted by the Government and the development of the main macroeconomic variables in order to find the most profitable investment alternatives.
Currency and Exchange Rates
Due to the fact that our entire financial indebtedness is denominated in U.S. dollars, any significant devaluation of the peso would result in an increase in the cost of paying our debt, and therefore, may have a material adverse effect on our results of operations. Our results of operations and financial condition are also sensitive to changes in the peso-U.S. dollar exchange rate because most of our capital expenditures, and the cost of natural gas used in our Liquids business are denominated in U.S. dollars.
Therefore, our primary market risk exposure is associated with changes in the foreign currency exchange rates because our debt obligations are denominated in U.S. dollars and 53.4%50% of our consolidated revenues were peso-denominated for the fiscal year ended December 31, 2019.2020. Contributing to this exposure are the measures taken by the Government since the repeal of the Argentine Convertibility Act and the pesification of our regulated tariffs described elsewhere in this Annual Report. This exposure is mitigated in part by our revenues from our Liquids Production and Commercialization business segment, 87.4%87% of which are denominated in U.S. dollars for the year ended December 31, 2019.2020. Likewise, 76%65% of the operating costs of this business segment for that period arewere denominated in U.S. dollars. For more information, see “Item 3. Key Information—A. Selected Financial Data—Exchange Rate Information.”
We place our cash and current investments in high quality financial institutions in Argentina and the United States. Our policy is to limit exposure with any financial institution. Our temporary investments primarily consist of money market mutual funds and Government bonds.
Our strategy will remain focused on mitigating both the exchange rate risk arising from our liabilities in dollars and the effect of inflation on our liquidity. In a hyperinflationary accounting environment, maintaining monetary assets generates loss of purchasing power and maintaining monetary liabilities generates a gain in purchasing power; provided that such items are not subject to an adjustment mechanism that compensates to some extent for these effects. The monetary loss or gain is booked in the statement of comprehensive income. During the 2017,2020, 2019 and 2018 and 2019 fiscal years, we have maintained a net liability monetary position
Derivative Financial Instruments
Our Board of Directors has approved the terms for acquiring derivative financial instruments in order to hedge risks associated with the fluctuation of interest and exchange rates of our debt.
As a consequence of our liquidity and our strategy to focus our investments in U.S. dollar denominated financial instruments, during 2020, 2019 2018 and 20172018 we did not enter into any derivative instrument agreement to hedge foreign exchange risk.
On July 23, 2018, we entered into an agreement with a recognized financial institution to hedge export prices for propane, butane and natural gasoline (put contracts), in order to offset potential losses that could arise if export prices fall below break-even prices (those that balance costs). This agreement is valid between October 2018 and April 2020, according to the following monthly short tons:
Period | Propane | Butane | Natural gasoline | |||||||||
| October 2018 – April 2019 | 6,663 | 4,967 | 2,976 | |||||||||
| May 2019 – September 2019 | - | - | 4,519 | |||||||||
| October 2019 | 9,996 | 7,727 | 4,630 | |||||||||
| November 2019 – April 2020 | 14,438 | 11,038 | 6,614 | |||||||||
| Period | Propane | Butane | Natural gasoline | |||||||||
| October 2018 – April 2019 | 6,663 | 4,967 | 2,976 | |||||||||
| May 2019 – September 2019 | - | - | 4,519 | |||||||||
| October 2019 | 9,996 | 7,727 | 4,630 | |||||||||
| November 2019 – April 2020 | 14,438 | 11,038 | 6,614 | |||||||||
In order to arrange such operation the Companywe paid a premium of U.S.$3 million, which was classified as a financial asset measured at fair value through profit or loss, being recorded under the “Derivative financial instruments” caption.
We do not enter into derivative financial instrument agreements for speculative purposes.
As of December 31, 2020 we do not have any open derivative position.
We do not believe that we are exposed to significant interest rate risk because the interest rates on our all of debt obligations are fixed.
C. Research and Development, Patents and Licenses, etc.
Not applicable.
D. Trend Information
See “—A. Operating Results” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal and Regulatory Proceedings.”
E. Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet arrangements or significant transactions with unconsolidated entities not reflected in our Financial Statements. All of our interests in and/or relationships with our subsidiaries are recorded in our Financial Statements. See “—B. Liquidity and Capital Resources.”
F. Tabular Disclosure of Contractual Obligations
The following table represents a summary of our contractual obligations as of December 31, 2019:2020:
Payment due by period (in millions of pesos) | ||||||||||||||||||||||||
Total | Due less than 1 year | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||||||
Long-Term Debt Obligations(1)(2) | 54,780 | - | 2,840 | 8,520 | 43,420 | - | ||||||||||||||||||
Purchase Obligations(3) | 6,694 | - | 5,646 | 1,048 | - | - | ||||||||||||||||||
Leasing(4) | 3,587 | 64 | 629 | 1,259 | 1,259 | 376 | ||||||||||||||||||
| Total | 65,062 | 64 | 9,116 | 10,827 | 44,679 | 376 | ||||||||||||||||||
| Payment due by period (in millions of pesos) | ||||||||||||||||||||||||
| Total | Due less than 1 year | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||||||
Long-Term Debt Obligations(1)(2) | 42,089.6 | - | 3,048.8 | 6,063.9 | 32,976.9 | - | ||||||||||||||||||
Purchase Obligations(3) | 7,359.0 | - | 842.3 | 6,516.7 | - | - | ||||||||||||||||||
Leasing(4) | 3,046.2 | 90.4 | 448.0 | 896.1 | 896.1 | 715.7 | ||||||||||||||||||
| Total | 52,494.7 | 90.4 | 4,339.0 | 13,476.7 | 33,873.0 | 715.7 | ||||||||||||||||||
| (1) | Refers to amortization and interest payments on the 2018 Notes as described in “Item 5. Operating and Financial Review of |
| (2) | The total amount of interest payments includes |
| (3) | Refers to agreements for the purchase of natural gas used in our liquids production and commercialization activities. |
| (4) | Corresponds to the lease liability arrangement entered with Pampa Energía. The total amount includes estimated interest payment not accrued as of December 31, |
All of our debt obligation amounts set forth in the table above are U.S. dollar-denominated and, therefore, principal and accrued interest included in the amounts presented have been converted to peso amounts using the selling exchange rate of U.S.$1.00 per Ps. 59.89Ps.84.15 as of December 31, 2019.2020. Actual foreign currency debt payments may significantly differ from these estimates due to exchange rate fluctuations.
Additionally, we entered into a contractual obligation with Pampa Energía with regard to technical, financial and operational assistance services. See “Item 4 Our Information——B. Business Overview—Natural Gas Transportation—Pipeline Operations—Technical Assistance Services Agreement.”
A. Directors and Senior Management
General. Management of our business is vested in the Board of Directors. Our By-laws provide for a board of directors consisting of a minimum of nine principal directors and nine alternate directors and a maximum of 11 principal directors and 11 alternate directors. In the absence of one or more principal directors, alternate directors will attend meetings of the Board of Directors. Principal directors and alternate directors are elected at an ordinary meeting of shareholders and serve one to three-year renewable terms, as resolved by the shareholders, subject to reelection. Effective and alternate directors shall remain in their positions until substituted by the shareholders. In December 2019, the board approved the rules of its internal operation.
Under our By-laws and Argentine law, the Board of Directors is required to meet at least once every three months. A majority of the members of the Board of Directors constitutes a quorum, and resolutions must be adopted by a majority of the directors present. In the case of a tie, the Chairman or the person replacing him at a particular meeting is entitled to cast the deciding vote. Upon motion by the Chairman, our Board of Directors’ meetings may be held by video or telephone conference.
The Shareholders’ Agreement (as defined in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Shareholders’ Agreement”) contains provisions governing the voting of our shares held by CIESA, the election of the members of our Board of Directors and certain other matters.
Decree No. 894/2016, which created the Secretary of Economic Policy and Planning Development, established that directors appointed by the FGS shall have the functions, duties and powers established by the General Companies Act, the Capital Markets Law and all the rules applicable to the company in which they act as directors, its by-laws and other internal regulations. On November 19, 2020, Law 27,574 was published in the Official Gazette, which regulates the role of the representatives of the FGS in those companies in which it has a stake, providing that the FGS will dictate the rules that are necessary in order to regulate their appointment, function, responsibility, performance and remuneration, which has been regulated by Decree No. 1041/2020 and ANSES Resolution No. 57/2021.
The General Companies Act governs the way directors are appointed. The members of the Board of Directors are appointed by the shareholders at the General Annual Shareholders’ Meeting or by the Statutory Committee, as the case may be, when authorized by the By-laws. It is not mandatory to be a shareholder of the company to be eligible to be appointed as a director. Section 263 of General Companies Act mandates that up to one-third of the members of the board can be appointed by the “cumulative vote system.” The vote of each shareholder who chooses to use the “cumulative vote system” shall be multiplied by the number of members to be appointed; the result may be partially or fully allocated to any of the candidates. All of the shareholders are entitled to choose the “cumulative vote system,” in other words, not only ANSES has the right to appoint members to the Board of Directors through that system.
Duties and Liabilities of Directors. Under Argentine law, directors have the obligation to perform their duties with the loyalty and diligence of a prudent business person. Directors are jointly and severally liable to us, shareholders and third parties for the improper performance of their duties, for violating the law, our By-laws or regulations, if any, and for any damage caused by fraud, abuse of authority or gross negligence. Under Argentine law, specific duties may be assigned to a director by our By-laws, or regulations or by a resolution of a shareholders’ meeting. In such cases, a director’s liability will be determined with reference to the performance of such duties,duties; provided that certain recording requirements are met. Moreover, under Argentine law, directors are prohibited from engaging in activities in competition with us without express shareholder authorization. Certain transactions between us and directors are subject to ratification procedures established by Argentine law.
A director who participates in the adoption of a resolution or who advises on or recognizes such resolution, will be exempted from liability if he leaves written evidence of his objection and notifies the Statutory Committee before his liability is reported to the board of directors, the Statutory Committee, a shareholders’ meeting, or competent authority or before judicial action is exercised. Shareholder approval of a director’s performance terminates any liability of a director vis-à-vis the Company,Company; provided that shareholders representing at least 5% of our capital stock do not object and that such liability does not result from a violation of the law, or our By-laws or regulations.
Causes of action against directors may be initiated by us upon a majority vote of shareholders. If a cause of action has not been initiated within three months of a shareholders’ resolution approving its initiation, any shareholder may initiate the action on behalf of and for our account.
At the General Annual Shareholders’ Meeting held on March 6, 1996, our shareholders approved the acquisition of civil liability insurance coverage for directors, Syndics and officers. Such coverage is common practice among public companies who seek protection for such persons against shareholders’ and other parties’ claims.
As of the date of this Annual Report, five of the principal directors of our Board of Directors qualify as independent as defined in the NYSE in Section 303A of its Listed Company Manual (the “NYSE Standards”), Rule 10A-3 under the Exchange Act and the CNV Rules. Three of the principal directors of our Board of Directors (all of whom are independent in accordance with the NYSE Standards and two of whom are independent in accordance with the CNV Rules) are also members of our Audit Committee. For additional information regarding the independence of our Audit Commiittee member see “-C. Board Practices. Audit Committee” below. The remaining members of the Board of Directors are not independent. Under the independence requirements, a director is not independent if any of the following apply:
| a) | Is also a member of the management body of the controlling entity or another company belonging to the same economic group by a relationship existing at the time of its election or that ceased during the three years immediately preceding. |
| b) | Is linked to the issuer or its shareholders that hold directly or indirectly “significant shareholding” or with companies in which these also have direct or indirectly “significant shareholding,” or was linked to them by a contract of employment during the last three years. |
| c) | Provides, or belongs to a professional corporation or association, which renders professional services to or receives any form of remuneration or fees (other than the corresponding remuneration for its position in the administration body) from the issuer, or those shareholders that have any direct or indirect “significant shareholding” in us or from corporations in which shareholders also have any direct or indirect “significant shareholding.” |
| d) | Directly or indirectly, holds five percent or more of shares entitled to vote of our capital or in a company which holds “significant shareholding” in the latter. |
| e) | Directly or indirectly, sells or provides goods or services to the company or its shareholders, who hold direct or indirect “significant shareholding” for an amount substantially higher than the compensation received from the position as members of the administration body. This prohibition covers commercial relations that took place during the last three years prior to the appointment as director. |
| f) | Has been a director, manager, administrator or principal executive of |
| g) | Receives some payment, including participation in stock option plans, from the company or the companies in its same group, other than the fees to be received under his position as director. |
| h) | Has served as director at the company, its controlling entity or another company belonging to the same economic group for more than ten years. The condition of independent director will be recovered after at least three years have elapsed since the cessation of his position as director. |
| i) | Is a husband or wife, legal partner, close relative up to third degree of consanguinity or second degree of relationship that, in the case of being a member of the administrative body, would not be independent as set forth in the CNV regulations. |
In all cases, “significant shareholding” refers to those shareholders holding at least fifteenfive percent (15%(5%) of our common stock, or less in cases when they are entitled to appoint one or more directors per class of share, or have agreements with other shareholders relating to the management and administration of any such companies, or its controlling entity.
The following table reflects the current members of our Board of Directors, their respective positions on the Board of Directors and the year they were appointed to such position.
Additional information regarding the occupation and employment background of each of our regular directors is set forth below:
Name | Date of Appointment | Term Expires | Position | Position in Other Company | ||||
| Luis Alberto Fallo | 4/21/2020 | Chairman | Director of Sagua Argentina S.A. | |||||
Vice Chairman | Executive director | |||||||
| Pablo Viñals Blake | 4/21/2020 | Director | Partner at Marval O’Farrell Mairal Law Firm | |||||
| María Carolina Sigwald | 8/21/2020 | 2022 | Director | Legal Executive director at Pampa Enegía | ||||
| Luis Rodolfo Secco | 4/21/2020 | Independent Director | Economist | |||||
| Carlos Alberto Olivieri | 4/21/2020 | Independent Director | Independent Consultant | |||||
| Carlos Alberto Di Brico | 4/21/2020 | Independent Director | Public Accountant | |||||
| Federico Jose Basualdo Richards | 4/21/2020 | Independent Director | Comptroller at Ente Nacional Regulador de la Electricidad (“ENRE”) | |||||
| Mariela Korenblum | 4/20/2021 | 2022 | Independent Director | Advisor to the undersecretary of electric energy | ||||
| Jorge Romualdo Sampietro | 4/21/2020 | Alternate Director | Senior Director at Petroquímica Cuyo | |||||
Alternate Director | Pampa Energía’s Vice chairman and | |||||||
| Francisco Antonio Macías | 4/21/2020 | Alternate Director | Partner at Marval O’Farrell Mairal Law Firm | |||||
| Victoria Hitce | 8/21/2020 | 2022 | Alternate Director | Corporate and M&A general counsel at Pampa Energía | ||||
| Enrique Llerena | 4/21/2020 | Independent Alternate Director | Partner at Llerena – Amadeo | |||||
| Santiago Alberto Fumo | 4/21/2020 | 2022 | Independent Alternate Director | Independent consultant | ||||
| Martin Irineo Skubic | 8/21/2020 | 2022 | Independent Alternate Director | Manager of Alliances and New Business Development Latam South at Elli Lilly Interamerica | ||||
| Marianela Lago | 4/20/2021 | 2022 | Independent Alternate Director | Lawyer in the FGS-ANSES | ||||
| 2021 | Independent Alternate Director | |||||||
Financial Responsible in the FGS | ||||||||
Luis Alberto Fallo holds a degree in Accounting from the Universidad de La Plata and a Master’s degree in Business Administration from the Universidad del CEMA (Center of Macroeconomic Studies). He currently serves as Director of Simali S.A., Executive Director of Sagua Argentina S.A., President of Beau Lieu S.A., President of Finca de Los Andes S.A., Vice President of Petroquímica Cuyo S.A.I.C., Vice President of Aguas de Santiago S.A., President of PEPCA S.A. and CIESA, President of First Class Flights S.A., and Vice President of Hostería Las Balsas S.A. Since 1992 he workshas worked with Grupo Sielecki, the main and controlling shareholder of several companies to which he serves as Director. He was born on January 29, 1960.
Pablo Viñals Blake holds a law degree from the Universidad Católica Argentina and a master law degree (LL.M 92’) from Harvard Law School. Mr. Viñals Blake has been a foreign associate in the New York office of Milbank Tweed Hadley & McCloy LLP and since 1997 is a partner in the Buenos Aires office of Marval, O’Farrell & Mairal. Mr. Viñals Blake is currently the co-head of Marval’s M&AMergers & Acquisitions team and head of the Private Equity and Venture Capital and the Agribusiness groups. HegrouPs.He has represented domestic and multinational companies, private equity, hedge funds and financial institutions in most of the largest M&A, Agribusiness and project financing transactions held in Argentina in the last two decades and advised multilateral financial institutions such as the IFC, IDB and the United States Eximbank on their Argentine operations. He currently serves as a board member of BlackRock Argentina Asesorias S.A., PEPCA S.A. and CIESA. He was born on October 3, 1962.
María Carolina Sigwald has been a member of the Board of Directors of Pampa Energía since 2018 and serves as Executive Director of Legal Affairs of Pampa Energía. Ms. Sigwald worked at the legal department of Central Puerto S.A., and then served as an associate at the New York office at Chadbourne & Parke and then worked at the Corporation Interamericana de Inversiones (IIC) based in Washington. In 1998, Ms. Sigwald returned to Argentina and founded the firm Díaz Bobillo, Sigwald & Vittone, in which she served as an external consultant for energy companies. Before joining as a director at Pampa Energía, between 2015 and 2017, Ms. Sigwald was the director of regulatory and legal affairs at Edenor. Ms. Sigwald is also a member of the boards of EDENOR, CITELEC, CT Barragán, Pampa Cogeneración, PHA, Plásticos de Zárate, Transba S.A., CIESA and President of Greenwind. Ms. Sigwald holds a law degree with honors from University of Buenos Aires.
Luis Rodolfo Secco holds a Bachelor’s degree in Economics and a Master’s degree in Banking Disciplines from the Universidad Nacional de La Plata. In 1990 he obtained a scholarship as a full time researcher at the Universitá degli Studi di Siena. Between 1992 and 1994, he was a researcher and director of the School of Banking Disciplines of the Universidad Nacional de La Plata. Between 1994 and 1999, he worked as Chief Economist of M.A.M. Broda and Associates. At the beginning of 2000 he was summoned to work in the government of the then president Fernando De la Rua as economic adviser to the Presidency and General Director of Strategic Analysis of the Secretary of State Intelligence, a position he held until January 2002. In 2002, Mr. Secco founded his economic consulting firm, Economic Perspectives, and is currently director and editor of the Economic Perspectives newsletter. Between 2004 and 2012 he was external director of the Department of Economics of Deloitte Argentina. Since 1988 he has served as a professor at the Faculty of Economic Sciences of the Universidad Nacional de La Plata. He is also a guest columnist for the newspapers La Nación, Perfil and El Economista. He was born on December 14, 1963.
Carlos Alberto Olivieri holds a Public Accountant degree from the Universidad Nacional de Rosario and a postgraduate degree in Corporate Financial Management from the University of Michigan and Stanford University. At present, Mr. Olivieri is professor of Finance at Universidad Torcuato Di Tella. Between 2008 and March 2010, Mr. Olivieri acted as a financial advisor at Raymond James and, between 2002 and 2007, he worked for Repsol YPF as Chief Financial Officer (“CFO”) for Argentina, Brazil and Bolivia. Previously he acted as CFO of YPF S.A., Quilmes Industrial S.A. and Eaton S.A. and President of YPF GAS S.A. and Maxus Corporation (USA). He also had executive responsibilities in other industries, such as Aerolíneas Argentinas and Arthur Andersen & Co. and taught at the Universidad de Buenos Aires and University of Michigan. Mr. Olivieri is also member of the board of directors of Metlife Seguros S.A. and acts as financial advisor. He was born on May 14, 1950.
Carlos Alberto Di Brico holds a degree in Administration and Public Accountancy from the Universidad de Buenos Aires. He is a member of the board of NTN SNR Argentina SA, FDV Intive Argentina SA, Aristocrat Argentina PTY Limited, Perform Media Argentina SRL and Perform Content South America SAS. He has held several management positions inat Eveready Argentina S.A. between 1975 and 1995. From 1995 to 1998, he was CFO at Stafford Miller Argentina S.A. Between 2001 and 2013, he served as CFO and later as CEO inat Emerson Argentina. Between 2010 and 2017, he was a member of the board of directors of Camuzzi Gas Pampeana S.A. He was born on August 1, 1952.
Federico Jose Basualdo Richards holds degrees in Sociology from the Universidad de Buenos Aires. He is currently comptroller at the ENRE (the national regulation energy body) and investigator in FLACSO.
Mariela Korenblum holds a degree in Economics from Universidad de Buenos Aires. She has also completed a Specialization in Electricity Market Management at the Instituto Tecnológico de Buenos Aires. She served as a specialist in the electric power sector at the former Planning and Strategic Coordination Commission of the National Hydrocarbon Investment Plan of the Ministry of Economy and Public Finance (2012-2015). She has held various positions in the Undersecretariat of Nuclear Energy (2016-2019) and served as advisor on economic, tariff and technical matters in the intervention of ENRE during 2020. She is currently an advisor to the Undersecretary of Electric Energy. She was born on April 16, 1980.
Jorge Romualdo Sampietro holds a degree in Chemical Engineering from the Universidad de Buenos Aires and an Executive Program at Darden Business School - University of Virginia. Between 1968 and 1973, he worked as Technical Sales Manager at Dow Química Argentina. From 1973 to 1975, he was Export Manager at Petroquímica Mosconi. Since 1976, he has worked as Commercial and General Manager at several companies. Since 1994, he has been General Manager of Petroquímica Cuyo and currently holds the position of Director of Petroquímica Cuyo S.A.I.C. and of Alternate Director of CIESA and PEPCA. He was born on May 12, 1944.
Francisco Antonio Macías holds a Law degree from the Universidad Católica Argentina and a Post Graduate Degreedegree in International and EC Law from the School of Law of the University of Siena, Italy and a Post Graduate Degree in International Operations from the National Foreign Office Institute of Argentina. Since 2002, Mr. Macías is a partner in Marval, O’Farrell Mairal law firm and is currently the head of Marval’s Oil & Gas practice. Before joining Marval he worked for the firm of Bazán, Cambré & Orts and for BBVA Banco Francés. He was born on January 19, 1967.
Victoria Hitce has served as alternate director at Pampa Energía since 2017. Ms. Hitce is the Corporate and M&A general counsel at Pampa Energía. Prior to joining Pampa Energia, Ms. Hitce served as founding partner at Estudio Salaverri, Burgio & Wetzler Malbrán. Ms. Hitce is a director at CIESA and CITELEC; and also serves as alternate director at PHA, Transba, Pampa Cogeneración S.A., CT Barragán S.A., TGU, Pampa Energía Bolivia, Plásticos de Zárate S.A. and Transener S.A. In addition, Ms. Hitce serves as syndic at Norpatagónica S.A and Refinor. Ms. Hitce holds a law degree from Universidad Catolica Argentina.
Enrique Llerena holds a Law degree from the Universidad Católica Argentina. He also holds a degree in Diplomatie et administration des Organization Internationales from the Universite et Paris XI. Since 1982, he has been a partner of the law firm Llerena Amadeo. He has served as the principal director and member of the audit committee of various companies. He is currently the Managing Director of Tradelog S.A. He is also a partner inat Llerena & Arias Uriburu. He was born on April 9, 1955.
Santiago Alberto Fumo graduated as a Public Accountant at the Universidad del Litoral, and he also holds a Master’s degree in Law and Economy for the Universidad Torcuato Di Tella. He currently works as an independent consultant in startups and takeovers. Additionally, he acts as syndic inat Molinos Río de la Plata S.A., National Oilwell Varco MSW S.A., Tuboscope Vetco de Argentina S.A. and Antares Naviera S.A. He was born on December 10, 1960.
Marianela Lago has a law degree from the Universidad de BelgranoLa Plata and postgraduate studies in administrative and economic law from Universidad Católica Argentina. Between 2008 and 2018 she worked in the legal service of ANSES and since 2018 she has been a Magisterlawyer in Business Law from the Universidad Austral. He serves as CoordinatorGeneral Directorate of CorporateLegal Affairs of the FGS - ANSES. In addition, he is Director of Empresa Distribuidora Eléctrica Regional S.A. and Alternate Director of Transener S.A. and Edesa H. HeShe was born on August 19, 1985.May 15, 1979.
Executive Committee. In order to achieve more streamlined management of the Company, the 2017 Shareholders’ Meeting approved the amendment of our By-laws for the purpose of allowing, within the scope of the Board of Directors, the possibility of constituting an executive committee (the “Executive Committee”), under the terms established by article 269 of the General Companies Act.
The Board of Directors is the body in charge of appointing the members of the Executive Committee, which will be made up of four members: the directors who have been appointed as our President and Vice President, and any other two directors elected by simple majority, with a mandate ofto serve for one year.
The Executive Committee will function with a quorum of the majority of its members; the quorum must include our President and Vice President. It will adopt its decisions unanimously and will have the powers determined by the Board of Directors.
Executive Officers. The following is a list of our executive officers as of the date of this Annual Report, their respective positions with us and the year they were appointed to such position:
Name | Year of Appointment | Position | ||
| Oscar Jose Sardi | 2019 | CEO | ||
| Claudia Trichilo | 2019 | Operations Vice President | ||
| Carlos Hector Sidero | 2013 | Human Resources Director | ||
| Alejandro Mario Basso | 2016 | CFO and Services Director | ||
| Hernan Diego Flores Gomez | 2017 | Legal Affairs Director | ||
| Business Director | ||||
| Rubén De Muria | 2018 | Institutional and Regulatory Affairs Director |
There is no expiration term defined for the executive officers.
Below is a description of the main activities currently carried out by each of our executive officers, together with the biographical information thereof:
Oscar Jose Sardi received a Mechanical Engineering degree from the Universidad Nacional de Rosario and holds a major in Natural Gas from the Universidad de Buenos Aires. He also participated in a General Administration Program at the Universidad Austral. He worked for GdE between 1983 and 1992 and since then, he has held different positions in our operations area. In April 2005, he was designated as our Service Vice President, and subsequently appointed as our Operations Director from October 2016 until April 2019, when he was appointed as our CEO. He also acts as President of Telcosur S.A., Vice Presidentand of CTG Energía SAU and Alternate Director of Link.TGU. He was born on September 1, 1955.
Claudia Trichilo received a Chemistry degree and a post-graduate degree in Engineering from the Universidad de Buenos Aires. From June 1988 to December 1992, she worked at the Industrial Engineering Department of Gas del Estado. In 1992, Ms. Trichilo joined TGS as Chief of Technical Planning and held such position until December 2002, when she was appointed Technical Developments Manager. From 2007 to 2010, Ms. Trichilo acted as Coordinator of Operations until August 2019, when she was appointed as our Operations Vice President. She also acts as Vicepresident of CTG S.A.U. She was born on March 21, 1963.
Carlos Hector Sidero graduated from Universidad de Buenos Aires as a Certified Public Accountant in Argentina. He worked with Isaura S.A. from 1981 through 1994. From 1994, he managed different areas within the Human Resources department at Eg3 SA and Petrobras Argentina. He joined TGS in March 2013 as Vice President of Human Resources. He was born on February 16, 1956.
Alejandro Mario Basso received a Public Accounting degree from the Universidad de Buenos Aires. He worked for Compañía Naviera Pérez Companc from 1987 to 1992, and for Quitral-Co S.A. from 1992 to 1994. From 1994 to 1998, he acted as our Planning and Corporate Control Manager, and between September 1998 and March 2008, he was our Planning and Control Vice President. Between March 2008 and October 2016, he acted as our Management Control and Corporate Governance Vice President. In October 2016, he was designated as our CFO and Services Vice President. He also acts as President of CTG S.A.U., Vice president of Telcosur S.A. and Gas Link S.A., Alternate Director of TGU and Liquidator in EGS and Director in Telcosur and CTG.at EGS. He was born on October 13, 1961.
Hernán Diego Flores Gómez received a Law degree from the Universidad de Buenos Aires. He is a co-founder and is professor of the Hydrocarbons and Energy Industry Law post-graduate course at Universidad Católica Argentina, and he is also a co-founder and professor of the Petroleum and Natural Gas Law post-graduate course at Universidad de Buenos Aires, and professor of the Energy Master’s Degreedegree at the Energy Regulatory Activity Studies Center (“CEARE”). Additionally, Dr. Flores Gómez has a Master’s Degreedegree in Business Law from the Escuela Superior de Economía y Administración de Empresas (ESEADE), a Master’s Degreedegree in Finance from the Universidad del CEMA and a Postgraduate Degreedegree in Damage Law from Universidad Católica Argentina. He began his career in the National Judicial Branch. Throughout his career, he held various relevant positions on legal matters, institutional and management relationship inat companies such as Capsa / Capex S.A., Pluspetrol S.A. and ENAP Sipetrol Argentina S.A. He was born on June 10, 1966.
Rubén De Muria received a Public Accountant degree from the Universidad de Buenos Aires. He obtained a Master degree in Regulations of Gas and Electricity Industries from CEARE. He worked for Chase Manhattan Bank Argentina and Perez Companc S.A. between 1985 and December 1992. In December 1992, he joined us as member of the Regulatory Matters and Rates Department. In August 2006, he was promoted to Regulatory Matters and Rates Manager. In December 2015, he was appointed as Institutional and Regulatory Affairs Executive Manager, and, finally in January 2018, as Institutional and Regulatory Affairs Vice President. He was born on January 31, 1964.
For additional information regarding the provisions included in the Shareholders’ Agreement for the election of our CEO, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Shareholders’ Agreement.”
Indemnification of Officers and Directors. Under the Shareholders’ Agreement, the shareholders of CIESA require us to: (i) limit the liability of each of our officers, syndics and directors for all consequences of their acts or omissions, excluding acts or omissions where there is evidence of fraud or gross negligence and (ii) enter into agreements obligating us to defend, indemnify and hold harmless each of our officers, syndics and directors from and against all liabilities, losses, and other expenses incurred by each such officer, syndic or director in connection with a pending, threatened or completed civil, criminal, administrative or other proceeding, or any investigation that could lead to such a proceeding, by reason of the fact that such officer, syndic or director is or was one of our officers, syndics or directors, including claims alleged to be due to the negligence of such person, but excluding acts or omissions that involve fraud or gross negligence towards us.
B. Compensation
The remuneration in Current Currency, paid by us during the year 20192020 to the members of our Board of Directors and executive officers amounted to Ps. 24.632 million and Ps. 110.9105 million, respectively. We do not grant pension or retirement plans or other benefits to members of our Board of Directors or to our executive officers.
Executive officers are subject to a goal-directed management system with a variable remuneration program. Consensual objectives are in line with our global objectives, as the variable remuneration program links a portion of its compensation to the performance thereof and our performance. Total compensation of executive officers consists of a fixed portion (normal and usual remuneration) and a variable portion. The variable portion depends on the level of achievement of the “Outcome” objectives, which consist of economic and financial targets, and “Performance Results,” including business objectives that do not have an associated economic result. We measure achievement of these objectives annually, based on performance during the fiscal period.
C. Board Practices
For information on the term of office of our directors and executive officers, see “—A. Directors and Senior Management” above. The information in that section is incorporated herein by reference.
None of the members of our Board of Directors are party to any service contract with us or any of our subsidiaries providing for benefits upon termination of employment.
Audit Committee
According to the Capital Markets Law, publicly listed companies must have an Audit Committee “that will function on a collegiate basis with three or more members of the Board of Directors, the majority of whom must be independent under CNV regulations.” The Audit Committee operates under its Rules of Procedure, which was approved in its meeting held in 2013 in accordance with the requirements of the Capital Markets Law. The Rules of Procedure require that the majority of the members that form the Audit Committee must be independent according to the CNV’s standards. Audit Committee members are designated by a simple majority of the Board of Directors, at the first meeting following designation of the members of the Board of Directors, and they hold office until their successors are designated. The Audit Committee adopts its own regulations and must prepare a working plan for each fiscal year.
The Board of Directors meeting held on April 27, 202020, 2021 appointed the current members of the Audit Committee, who as of the date of this Annual Report are Carlos Alberto Di Brico, Carlos Alberto Olivieri and Luis Rodolfo Secco and their respective alternates, Pablo Fabián Waisberg,Martin Irineo Skubic, Santiago Alberto Fumo and Enrique Llerena. All of Audit Committee members meet the independence criteria set forth under Rule 10 A-3 of the Exchange Act, SEC regulations and NYSE Standards, but according to CNV rules Mr. Carlos Olivieri does not qualify as independent since he has served as director for ten years.
The Audit Committee’s mandatory duties are to:
supervise the internal control and accounting systems as well as the reliability of the latter and all the financial information and other significant issues that are to be submitted to the SEC, CNV and BYMA in compliance with the applicable disclosure policies;
supervise the application of information policies regarding our risk management;
ensure that the market is informed about those operations where there may be a conflict of interest with one or more members of the Board of Directors, controlling shareholders or other parties as defined by the applicable regulations;
express its view on the reasonableness of fees and stock option plans for directors submitted by the Board of Directors;
express its view as to compliance with laws and regulations and the reasonableness of the conditions of an issuance of shares (or convertible securities), in the case of a capital increase, excluding or limiting preferential rights;
oversee compliance with the Code of Ethics (see “Item 16.B. Code of Ethics”); and other relevant rules;
issue a well-founded opinion on whether the terms and conditions of relevant transactions with related parties are according to market practice, within five business days from the receipt of a petition issued by the Board of Directors, and at any other time at which a conflict of interest exists or might exist;
prepare an annual working plan for the fiscal year and notify the Board of Directors and the Statutory Committee within 60 days from the beginning of the period;
fulfill all the obligations stated in our By-laws and applicable laws and regulations;
express its view on the Board of Directors’ proposals on whether to appoint the external auditors to be hired and monitor the auditors’ independence; and
establish procedures for: (i) the receipt, treatment, investigation and administration of the complaints received by us regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
Also, regarding the internal and external auditors, the Audit Committee must:
review their plans; and
evaluate their performance, and give an opinion on their performance when issuing the annual Financial Statements.
In evaluating the external auditors’ performance, the Audit Committee must:
analyze the different services rendered by the external auditors as well as their independence, according to Technical Resolution (“TR”) No. 34 of the FACPCE, and any other related regulations issued by professional councils;
report separately the fees billed as follows: (i) fees for external audit and other related services meant to provide reliability to third parties (e.g., special reports about internal controls, shareholding prospectuses, certifications and special reports requested by regulators, etc.); and (ii) fees related to other special services different from those mentioned above; and
review independence policies of the external auditors in order to verify their fulfillment.
Additionally, the Audit Committee must perform the following mandatory duties contained in the regulatory framework:
Give a prior assessment, that shall be used by the CNV to require us to designate an external auditor as requested by minority shareholders, as long as such shareholders represent at least 5% of our common stock and provide a justified request (in those cases in which the minority shareholders’ rights might be affected) and if CNV understands the credibility of the damage invoked by said shareholders in order to carry out one or more specific reviews. The charges of such reviews shall be borne by the petitioning shareholders (Act No. 26,381, article 108.f);
provide a well-founded assessment about an acquiring tender offer if by withdrawing the public offering we would cease to be a public company or our stock cease to be traded (Act No. 26,381, article 98); and
issue a report supporting a Board of Directors’ resolution to buy back our shares (Act No. 26,381, article 64).
Once a year, the Audit Committee is required to prepare a plan for the fiscal year to be presented to the Board of Directors and to the Statutory Committee. The directors, members of the Statutory Committee, managers and external auditors must, when requested by the Audit Committee, attend its meetings, provide the Audit Committee with information and otherwise assist the Audit Committee in the performance of its functions. In order to better perform its functions, the Audit Committee may seek the advice of legal counsel and other independent professionals at our expense, pursuant to a budget approved by the shareholders, and we must provide the Audit Committee with access to the information and documents it may deem necessary to perform its duties.
According to CNV Rules, at least once a year and upon the filing of the annual Financial Statements, the Audit Committee shall issue a report to the shareholders, addressing how such committee performed its duties and the results of its work.
The aggregate compensation paid by us for the fiscal year 2019ended December 31,2020 to the members of the Audit Committee was Ps. 8.5Ps.12 million. We do not provide pension, retirement or similar benefits to any member of the Audit Committee.
Statutory Committee
The Statutory Committee is our monitoring body as stipulated in Section No. 284 of the General Companies Act. Our By-laws provide for a Statutory Committee consisting of three syndics and three alternate members (“Alternate Syndics”). In accordance with our By-laws, two syndics and the corresponding Alternate Syndics are elected by a majority vote of the holders of our Class “A” shares. The remaining syndic and corresponding alternate syndic are elected by the majority vote of the remaining holders of our common stock. Each member of the Statutory Committee is elected at the General Annual Shareholders’ Meeting and serves for a one-year renewable term. Members of the Statutory Committee must be lawyers or accountants qualified under Argentine law and, for the accountants, TR No. 15.45. Our directors, officers and employees may not be members of the Statutory Committee, all members must be independent. Our By-laws require the Statutory Committee to hold meetings at least once per month.
The primary responsibilities of the Statutory Committee consist of monitoring our management’s compliance with the General Companies Act, our By-laws and the shareholders’ resolutions, and without prejudice to the role of external auditors, reporting to the shareholders at the General Annual Shareholders’ Meeting regarding the reasonableness of our financial information. Furthermore, the members of the Statutory Committee are entitled to: (i) attend Board of Directors, Executive Committee and shareholders’ meetings, (ii) call Special Shareholders’ Meetings when deemed necessary and General Annual Shareholders’ Meetings when the Board of Directors fails to do so, and (iii) investigate written inquiresinquiries initiated by the shareholders. The Statutory Committee does not control our operations or evaluate management’s decisions, which are the exclusive responsibility of the Board of Directors.
The aggregate compensation paid in Currrent Currency, by us for the fiscal year 2019ended December 31,2020 to the members of the Statutory Committee was Ps. 4.56 million. We do not provide pension, retirement or similar benefits for syndics and alternate syndics.
The following table sets forth the current membership of our Statutory Committee, each of whom was appointed at the 20202021 Shareholders’ Meeting, the year when each member was initially appointed and the year when their term expires:
Name | Member since | Term Expires | Position | |||
| José Daniel Abelovich | 4/21/2020 | 2022 | Syndic | |||
| Pablo Fabián Waisberg | 8/21/2020 | 2022 | Syndic | |||
| María Valeria Fortti | 4/21/2020 | 2022 | Syndic | |||
| 2022 | Alternate Syndic | |||||
| Marcelo Héctor Fuxman | 4/21/2020 | |||||
| Alternate Syndic | ||||||
| Sandra Auditore | 4/21/2020 | 2022 | Alternate Syndic |
The present principal occupations and employment history of our syndics are set forth below:
José Daniel Abelovich.Abelovich Mr. Abelovich obtained a degree in Accounting from the Universidad de Buenos Aires. He is a founding member and partner of Abelovich, Polano & Asociados S.R.L., a member firm of Nexia International. Formerly, he was Manager of Harteneck, López y Cía/Coopers & Lybrand and has served as a Senior Advisor in Argentina for the United Nations and the World Bank. He is a member, among others, of the supervisory committees of Cresud, IRSA, Hoteles Argentinos, Inversora Bolívar, and Banco Hipotecario S.A. and CIESA He was born on July 20, 1956.
Pablo Fabián Waisberg is a Certified Public Accountant from the University of Buenos Aires. He is currently an accounting and tax advisor. He is also a trustee of Petrosiel S.A., Areic S.A., Grainco S.A., Petroquímica Cuyo S.A., Sagua Argentina S.A., Noragua S.A., CIESA and Aguas de Santiago S.A. He was born on February 3, 1965.
Valeria Fortti obtained a degree in Accounting and a bacheorbachelor in Administration form the Universidad de Buenos Aires. She also holds a Master in Business Administration from the same university. Since 1994,, she has been a trustee in the Argentine National Auditing Commission. She is also a member of the supervisory committees of Emprendimientos Energéticos Binacionales S.A., Nucleoeléctrica Argentina S.A. and TELAM S.E. She was born on December 20, 1973.
Marcelo Héctor Fuxman. Mr. Fuxman obtained a degree in Accounting from the Universidad de Buenos Aires. He is a partner of Abelovich, Polano & Asociados S.R.L., a member firm of Nexia International. He is also a member, among others, of the supervisory committees of Cresud, IRSA, Inversora Bolívar and Banco Hipotecario S.A. He was born on November 30, 1955.
Sandra Auditore obtained a degree in Accounting from the Universidad de Buenos Aires. Since 1995, she has been a trustee in the Argentine National Auditing Commission. She was born on November 3, 1967.
Compensation Committee
We do not have a compensation committee. Compensation decisions are made by our senior management.
Corporate Governance Practices; NYSE Requirements
See “Item 16.G. Corporate Governance.”
D. Employees
The following table sets out the number of employees per department as of December 31, 2020, 2019 2018 and 2017:2018:
Number of Employees as of December 31, | ||||||||||||
Department | 2019 | 2018 | 2017 | |||||||||
| General | 3 | 2 | 2 | |||||||||
| Administration, Finance and Services | 106 | 103 | 98 | |||||||||
| Human Resources | 23 | 23 | 22 | |||||||||
| Legal Affairs | 10 | 10 | 9 | |||||||||
| Public and Regulatory Affairs | 10 | 8 | 7 | |||||||||
| Safety and Environmental | 29 | 28 | 27 | |||||||||
| Business | 76 | 72 | 69 | |||||||||
| Internal Audit | 4 | 4 | 3 | |||||||||
| Operations | 786 | 747 | 688 | |||||||||
| Trainees program | 13 | 7 | 7 | |||||||||
| Total | 1,060 | 1,004 | 932 | |||||||||
Number of Employees as of December 31, | ||||||||||||
Department | 2020 | 2019 | 2018 | |||||||||
| General | 2 | 3 | 2 | |||||||||
| Administration, Finance and Services | 113 | 106 | 103 | |||||||||
| Human Resources | 24 | 23 | 23 | |||||||||
| Legal Affairs | 11 | 10 | 10 | |||||||||
| Public and Regulatory Affairs | 11 | 10 | 8 | |||||||||
| Safety and Environmental | 30 | 29 | 28 | |||||||||
| Business | 73 | 76 | 72 | |||||||||
| Internal Audit | 4 | 4 | 4 | |||||||||
| Operations | 791 | 786 | 747 | |||||||||
| Trainees program | - | 13 | 7 | |||||||||
| Total | 1,059 | 1,060 | 1,004 | |||||||||
The following table sets out the number of employees according to geographical location as of December 31, 2020, 2019 2018 and 2017:2018:
Number of Employees as of December 31, | Number of Employees as of December 31, | |||||||||||||||||||||||
Location | 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | ||||||||||||||||||
| City of Buenos Aires | 245 | 239 | 237 | 281 | 245 | 239 | ||||||||||||||||||
| Province of Buenos Aires | 448 | 427 | 406 | 414 | 448 | 427 | ||||||||||||||||||
| Province of Chubut | 64 | 61 | 53 | 62 | 64 | 61 | ||||||||||||||||||
| Province of La Pampa | 14 | 14 | 12 | 14 | 14 | 14 | ||||||||||||||||||
| Province of Neuquén | 133 | 114 | 91 | 134 | 133 | 114 | ||||||||||||||||||
| Province of Río Negro | 60 | 58 | 49 | 61 | 60 | 58 | ||||||||||||||||||
| Province of Santa Cruz | 94 | 88 | 82 | 91 | 94 | 88 | ||||||||||||||||||
| Province of Tierra del Fuego | 2 | 3 | 2 | 2 | 2 | 3 | ||||||||||||||||||
| Total | 1,060 | 1,004 | 932 | 1,059 | 1,060 | 1,004 | ||||||||||||||||||
As of December 31, 2020, 2019 2018 and 2017,2018, the number of temporary employees working for us was 39, 58 57 and 31,57, respectively.
Under Argentine law, in the event of a dismissal of an employee without cause, the employer is required to pay the terminated employee severance, the amount of which is regulated by the Argentine Labor Law (Section 245). The severance consists of payment of one month’s wages for each year of employment. The Argentine Labor Law stipulates limits to the severance payment; these limits affect only employees who earn high wages. However, the Supreme Court has ruled this severance payment limitation unconstitutional when it results in a loss of more than 33% for a terminated employee as compared to the unlimited amount.
On December 13, 2019, the Executive Branch issued Decree No. 34/2019 which for a 180-days term doubles the amount of compensation mentioned above. However, inThe Government went a step further amid the context of the crisis unleashedCOVID pandemic, extending this measure on several occasions, most recently by COVID, said regulations are limited in their application.Decree no. 39/2021, effective until April 24, 2021.
The Supreme Court held the Law of Occupational Hazard Prevention unconstitutional as applied to contractors whose employees are injured in the course of employment, extending liability to the company that contracted with the contractor for the services.
Some courts have held that a company that contracts with a contractor for services is jointly liable for a contractor’s obligations to provide its workers and third-party service providers with social security benefits, wages, insurance, etc., even if the service for which the company contracts is not part of the company’s usual business.
Our collective bargaining agreements with our unions were approved by the competent Argentine authority and maintain their ultra-activity as established by current legislation. Regarding the salary corresponding to 2019,2020, we have signed agreements for the period of April 1, 20192020 to March 31, 2020.2021. This is a consequence of the fact that TGS salary period comprises from the month of April of each year to the month of March of the following year. We are currently in negotiations with trade unions to conclude bargaining agreements for the period April 1, 20202021 – March 31, 2021,2022, but the status of this negotiation remains uncertain.
As of December 31, 2019, 80.2%2020, 82,5% of our workforce is under trade union representation, having the same employment benefits. The unions that represent such employees are Unión del Personal Superior del Gas, Federación Argentina del Gas Natural de la República Argentina (which groups the unions of the capital, Bahía Blanca and Patagonia Sur) and Sindicato de Trabajadores de la Industria del Gas Natural Derivados y Afines of Neuquén and Río Negro.
E. Share Ownership
Class B shares held by directors and trustees do not have different voting rights than the other shareholders holding Class B Shares. The directors, trustees and senior executives of the Company do not have options regarding the Company’s shares. There are no agreements that grant participation to employees in the assets of the Company, including the issuance or granting of options, shares or any other negotiable value.
A. Major Shareholders
The following table sets forth certain information with respect to each shareholder known to us to beneficially own more than five percent or more of our common stock as of March 31, 2020:2021:
Name of Beneficial Owner | Number of Shares(1) | Percent of Total Common Shares | Class | Number of Shares(1) | Percent of Total Common Shares | Class | ||||||||||||||||||
| CIESA | 405,192,594 | 51.00 | % | A | 405,192,594 | 51.00 | % | A | ||||||||||||||||
| FGS | 190,685,633 | 24.00 | % | B | 190,685,633 | 24.00 | % | B | ||||||||||||||||
| Holders through BYMA | 64,640,514 | 8.14 | % | B | 60,230,124 | 7.58 | % | B | ||||||||||||||||
| Treasury shares | 28,775,540 | 3.62 | % | B | 41,734,225 | 5.25 | % | B | ||||||||||||||||
| ADRs through Citi | 105,201,002 | (1) | 13.24 | % | B | 96,652,707 | (1) | 12.17 | % | B | ||||||||||||||
| Total | 794,495,283 | 100.00 | % | -- | 794,495,283 | 100.00 | % | -- | ||||||||||||||||
| (1) | Equivalent to 21,040,200 ADRs. |
Our controlling shareholder is CIESA, which holds 51% of our common stock and all of our Class A shares and local and foreign investors hold the remaining shares of our common stock, distributed among minority holders with 25.89%25% and the FGS/ANSESFGS (managed by ANSES) with 24%. CIESA is under co-control of: (i) Pampa Energía, which holds 10% of CIESA’s common stock, (ii) PHA, which has a shareholding of 40%, and (iii) GIP WST and PCT, who in the aggregate hold a combined 50% indirect ownership interest in the outstanding capital stock of CIESA, as follows: GIP holds 27.1%, WST holds 4.58% and PCT holds 18.32%22.90%.
The current ownership of CIESA is the result of the acquisition of CIESA which encompassed the following steps:
On July 27, 2016, Pampa Energía acquired from Petrobras Internacional Braspetro B.V. all the stock and voting rights of Petrobras Participaciones S.L., the holder of the 67.1933% of the capital stock and voting rights of Petrobras Argentina and, consequently, the indirect control of Petrobras Hispano Argentina.
On the same day, (i) Pampa Energía and its subsidiary Pampa Participaciones S.A. sold all of the capital stock and voting rights of PEPCA to GIP by 51%, WST by 45.8% and PCT L.L.C. by 3.2% and (ii) Pampa Inversiones S.A. transferred its status as beneficiary of the Trust to GIP and PCT, in a proportion of 55% and 45%, respectively. This transaction was authorized by ENARGAS on August 9, 2016, through Resolution No. I / 3939.
On January 17, 2017, CIESA was informed of the exercise of the swap option agreed among Pampa Energía, GIP, WST and PCT. Pursuant to such option, (i) GIP and PCT transferred to PHA (formerly Petrobras Hispano Argentina) their position as beneficiary of the CIESA Trust owning of 40% of the stock and voting rights of CIESA; and (ii) Pampa Energía and PHA (formerly Petrobras Hispano Argentina) transferred to GIP and PCT shares representative of 40% of the capital and voting rights of CIESA, while Pampa Energía kept a direct participation in CIESA of 10% of its capital and voting rights.
On March 24, 2020, CIESA was informed of the transfer of the 40% capital stock owned by the CIESA Trust to PHA.
On July 13, 2020, PCT acquired WST participation in PEPCA, or 4.58% of CIESA, which resulted in GIP and PCT owning in the aggregate 50% in CIESA.
Pursuant to the Pliego and the terms of the 2014 Notes, CIESA may not reduce its shareholding below 51% of our share capital.
FGS owns 24% of our common stock. On October 5, 2015, the Argentine Congress passed Law No. 27,181, declaring the protection of the Government’s shareholdings, including those forming part of the portfolio of the FGS, to be in the public interest, and creating the Argentine Agency of Government Investments in Companies as an enforcement authority. This agency was later replaced by the Secretary of Economic Policy and Development Planning of the Ministry of Finance. This agency is in charge of implementing any policies and actions related to the exercise by the Government of any rights arising out of the shares it holds.
In June 2016, the Argentine Congress passed Law No. 27,260, repealing or modifying earlier laws relating to the FGS. Among other things, Law No. 27,260 established that ANSES’ shareholding in public companies may not be sold, in most cases, without the prior authorization of the Argentine Congress if this sale represents a reduction in the FGS’s aggregate shareholding in public companies to below 7%.
Decree No 894/2016, which regulates Law No. 27,260, created the Secretary of Economic Policy and Development Planning. This new agency is responsible for executing policies relating to the exercise of rights corresponding to shareholdings of companies where the Government holds a minority interest. Decree No. 897/2016 states that the directors appointed by ANSES shall have the functions, duties and powers established by General Companies Act.
According to applicable regulations, any transfer or other action that limits, alters, cancels or modifies the destination, ownership, possession or nature of the shares held by the FGS which results in a decrease orof the FGS’s holdings in a manner inconsistent with applicable law, shall not be conducted without prior express authorization of the Argentine Congress, with the following exceptions:
Public takeover bids addressed to all holders of such shares at a fair price authorized by the CNV, under the terms of Chapters II, III and IV of Title III of the Capital Markets Law.
Exchange of shares for other shares of the same or another company in the context of a merger, split or corporate reorganization processes.
All outstanding shares are entitled to one vote each and there are no preferred shares or any privilege.
On February 16, 2017, the Special Shareholders’ Meetings of Pampa Energía and Petrobras Argentina approved the prior merger commitment, under which Pampa Energía will be the surviving entity and Petrobras Argentina will be dissolved without liquidation. The merger is effective as of November 1, 2016. Subsequently, on April 26, 2018, the CNV notified the Board of Directors of the approval of the merger, which was recorded in the Argentine commercial public registry on May 2, 2018.
Shareholders’ Agreement
As a result of changes in the shareholding of our controlling company, CIESA, a shareholders’ agreement was signed on August 29, 2005 (the “Shareholders’ Agreement”). This agreement governs certain matters relating to shareholder participation in CIESA and in us. This agreement divides the CIESA shares into five classes that grant the shareholders different rights and obligations with respect to us and CIESA, mainly regarding the designation of the members of our Board of Directors and our Statutory Committee.
The following table shows the current CIESA’s shareholding:
Shareholder | Number of shares | Class of shares | Ownership (%) | Group | |||
| Pampa Energía | 63,881,869 | B1 | 10% | Pampa Group | |||
0.5 | A1 | ||||||
0.5 | A2 | ||||||
| PHA | 0.5 | A1 | 40% | ||||
0.5 | A2 | ||||||
162,898,766 | A2 | ||||||
92,628,711 | B2 | ||||||
PEPCA S.A. (WST, GIP y PCT) | 63,881,870 | B3 | 10% | GIP/PCT/WST Group | |||
GIP | 89,594,322 | A1 | 22% | ||||
50,945,792 | B1 | ||||||
PCT | 73,304,444 | A1 | 18% | ||||
41,682,920 | B1 | ||||||
Total | 638,818,696 | 100% |
Shareholder | Number of shares | Class of shares | Ownership (%) | Group | ||||
| Pampa Energía | 63,881,869 | B1 | 10% | Pampa Group | ||||
| 0.5 | A1 | |||||||
| 0.5 | A2 | |||||||
| PHA | 0.5 | A1 | 40% | |||||
| 0.5 | A2 | |||||||
| 162,898,766 | A2 | |||||||
| 92,628,711 | B2 | |||||||
PEPCA S.A. (GIP y PCT) | 63,881,870 | B3 | 10% | GIP/PCT Group | ||||
| GIP | 89,594,322 | A1 | 22% | |||||
| 50,945,792 | B1 | |||||||
| PCT | 73,304,444 | A1 | 18% | |||||
| 41,682,920 | B1 | |||||||
Total | 638,818,696 | 100% |
As reported in “Item 4. Our Information Information—A. Our History and Development.Development— Controlling Shareholders,shareholders,” the control of CIESA / TGS is divided into two groups, on the one hand Pampa Energía, directly and indirectly through PHA, and, on the other hand, GIP WST and PCT. Thus, CIESA is under joint control between Pampa Group and GIP/PCT/WSTPCT Group.
Transfers of Our Shares. Sales or transfer of our Class A shares must be approved by the affirmative vote of the shareholders representing at least sixty percent (60%) of the ordinary voting shares issued by CIESA.
Acts that require special approval of the Board of Directors. The Shareholders’ Agreement determines which decisions must be approved by an absolute majority of our Directors, including, among others: (i) the approval of the sale of assets outside the ordinary course of business; (ii) the approval of the annual budget and any modification thereof; (iii) approval to borrow or incur operating expenses in an amount that exceeds, in both cases, more than 10% of the amount approved in the annual budget; (iv) the approval to make investments that exceed U.S.$0.5 million; (v) the approval to establish or modify wage and compensation policiespolicies; and (vi) the termination or extension of the SATFO.
Changes in the shareholders’ structure of CIESA
For more information to respect of the changes in the shareholding composition of CIESA see above. On its behalf, the mentioned share changes were duly authorized by ENARGAS and by the National Commission of Defense of Competition of Argentina.
On August 9, 2016, ENARGAS authorized the transaction through Resolution No. I-3939/2016. Later, the exchange option was authorized by ENARGAS on December 29, 2016. Similarly, on January 10, 2018, the National Commission of Defense of Competition of Argentina, and subsequently on February 8, 2018, the Secretary of Commerce, approved the mentioned share changes as described above.
On March 24, 2020, CIESA was informed of the transfer of the 40% holding owned by the CIESA Trust to PHA.
In addition, on March 26, 2020, Pampa Energía informed to CIESA of the beginning of the reorganization process by means of a merger through absorption process between Pampa Energía, as absorbing company, and Pampa Cogeneración S.A. and PHA, as absorbed companies. This reorganization process, effective since April 1, 2020, will result in Pampa Energía holding the 40% stake of CIESA currently owned by PHA.
Repurchase of Shares
On May 9, 2018, our Board of Directors approved a program for the acquisition of our Shares in the market (the “First Share Repurchase Program”).
Subsequently, on September 6, 2018, our Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps. 1,800,000,000Ps.1,800,000,000 stated at its original value (the “Second Share Repurchase Program”).
For additional information see “Item 16.E Purchases of Registered Equity Securities of the Issuer by the Issuer and Affiliated Purchasers.”
On March 27, 2019, our Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps. 1,500,000,000Ps.1,500,000,000 stated at its original value (the “Third“Third Share Repurchase Program”Program”). On August 26, 2019, the Third Share Repurchase Program was canceled and replaced by a new share repurchase program with a maximum amount to invest of Ps. 3,200,000,000Ps.3,200,000,000 (the “Fourth“Fourth Share Repurchase Program”Program”). Finally, on November 19, 2019, a fifth program of acquisition of treasury shares was approved (the “Fifth“Fifth Share Repurchase Program”Program”) for a total of Ps. 4,000Ps.4,000 million (at the time of its creation). This program was valid for 120 days from its creation.
On March 6, 2020 our Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps. 2,500Ps.2,500 million stated at its original value (the “Sixth“Sixth Share Repurchase Program”Program”). This program was valid for 180 days from its creation.
Subsequently, on August 21, 2020, the Board of Directors approved a new share repurchase program for a maximum amount of Ps. 3,000 million (at the values at the time of its inception) (the “Seventh Share Repurchase Program”). This program expired on March 22, 2021.
As of MarchDecember 31, 2020, we have 28,775,540had 41,734,225 treasury shares, representing 3.62%5.26% of the total share capital. The acquisition cost of the same in the market amounted to Ps. 2,157.03,715 million (together with the trading premium on treasury stock of Ps. 1,078 million) which, in accordance with the provisions of Title IV, Chapter III, article 3.11.c) and e) of the CNV’s Rules, restricts the amount of the realized and liquid gains mentioned above that we may distribute to our shareholders.
B. Related Party Transactions
Transactions with related parties are carried out in the ordinary course of business according to common practices and in accordance with applicable laws and regulations.
SATFO
Pampa Energía is our technical operator, according to the approval of ENARGAS in June 2004, and subject to the terms and conditions of the SATFO which provides that Pampa Energía is in charge of providing services related to the operation and maintenance of the natural gas transportation system and related facilities and equipment, to ensure that the performance of the system is in conformity with international standards and in compliance with certain environmental standards. Pursuant to this agreement, Pampa Energía, also provides financial advice to us. For these services, we pay a fixed annual amount or a monthly fee based on a percentage of our operating income, the higher of the before mentioned. InAt the Shareholders Meeting held on October 17, 2019, certain modifications to the amount and term of this agreement were approved. For additional information see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Technical Assistance Services Agreement.”
Commercial transactions
In the normal course of business, we carry out transactions with related parties of the following nature:
agreements for the purchase of natural gas used as RTP;
natural gas transportation services;
liquids sales; and
compression and treatment of natural gas services. On November 1, 2016, Pampa Energía assigned the operation of the Río Neuquén area and its related contracts to YPF. Until that date, our transactions under those contracts were reported as transactions with related parties of our other services business segment.
In addition, we have entered into a UT operation with SACDE through which work related to the construction of the Regional II - Recreo / Rafaela / Sunchales Gas Pipeline will be carried out. Construction works are still in progress.
Leasing with Pampa Energía
On August 11, 2016, we entered into a financial lease with Pampa Energía. The term of the agreement is for 10 years and it determines that during 9 years and 11 months we will pay Pampa Energía a monthly fee of U.S.$623,457, before taxes. A purchase option is established on the leased property in our favor to be exercised within 30 days prior to the termination of the agreement.
The objective of this financial lease was to finance the acquisition of property, plant and equipment located in the Río Neuquén hydrocarbon area for a totalnet book value of Ps. 2,501.2Ps.1,953.2 million, which allowed us to expand our midstream services provided in that area.
The details of significant transactions with related parties as of December 31, 2019,2020, are as follows:
| Revenues | Revenues | Financial results | Revenues | Costs | Financial results | |||||||||||||||||||||||||||||||||||||||||||||||||||
Company | Natural Gas Transportation | Production and commercialization of Liquids | Other services | Gas purchase and others | Compensation for technical assistance | Revenues for administrative services | Interests expenses | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands of pesos) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company | Natural Gas Transportation | Production and commercialization of Liquids | Other services | Gas purchase and others | Compensation for technical assistance | Revenues for administrative services | Interests expenses | |||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands of pesos) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Controlling shareholder: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CIESA | - | - | - | - | - | 146 | - | - | - | - | - | - | 140 | - | ||||||||||||||||||||||||||||||||||||||||||
| Associate which exercises joint control on the controlling shareholder: | 803,610 | 269,511 | 268,991 | 575,857 | 1,144,777 | - | 194,944 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Pampa Energía | 841,274 | 1,049,966 | 614,644 | 160,067 | 1,430,462 | - | 242,337 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Associate with significant influence: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Link | - | - | 14,073 | - | - | - | - | - | - | 19,562 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Other related companies: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oleoductos del Valle S.A. | 5,469 | - | - | - | - | - | - | 25,768 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Pampa Comercializadora S.A. | 52,051 | - | - | - | - | - | - | 112,774 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| CT Barragan | 2,475 | - | 8,934 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Transener S.A. | - | - | 352 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Central Piedra Buena S.A. | 121,367 | - | - | - | - | - | - | 1,745 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Experta ART | - | - | - | 20,080 | - | - | - | - | - | - | 25,429 | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Total | 982,497 | 269,511 | 283,064 | 595,937 | 1,144,777 | 146 | 194,944 | 984,036 | 1,049,966 | 643,492 | 185,496 | 1,430,462 | 140 | 242,337 | ||||||||||||||||||||||||||||||||||||||||||
Additionally, during the yearyears ended December 31, 2020 and 2019, we received from SACDE Sociedad Argentina de Construcción, construction engineering services for Ps. 1,726,356,481,065 and Ps. 2,350,271, respectively, which are capitalized within the facilities related to the Vaca Muerta Projects.
For additional information regarding revenues, costs, and outstanding balances relating to transactions with related parties as of and for the year ended December 31, 2019,2020, see Note 21 to our Financial Statements included in this Annual Report on Form 20-F.
C. Interests of Experts and Counsel
Not applicable.
Item 8. | Financial Information |
A. Consolidated Statements and Other Financial Information
Our Financial Statements, which are set forth in the index to Financial Statements in Item 18, are filed as part of this Annual Report.
Exports
For additional information regarding our exports, see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
Legal and Regulatory Proceedings
In addition to the matters discussed below, we are a party to certain lawsuits and administrative proceedings arising in the ordinary course of business. Although no assurances can be given, we believe we have meritorious defenses, which we will assert vigorously to challenge all claims, and that possible liabilities from these claims will not have a material adverse effect on our consolidated financial position or results of operations.
Tax Claims
| a) | Turnover tax calculated on the natural gas price consumed by us as fuel |
We have interpretative differences with several provinces regarding the liquidation of the turnover tax calculated on the natural gas used by us as fuel to render our transportation services. Several lawsuits have been initiated against us, which were concluded in a manner adverse to us.
As of December 31, 20192020 and 2018,2019, we recorded a provision of Ps. 515.1764 million and Ps. 474.4701 million, respectively, in respect of this claim under the line item “Provisions,” which amounts were determined in accordance with the estimations of tax and interests, that would be payable as of such date.
If our position regarding the turnover tax claims mentioned above fails and the turnover tax has to be paid, we are entitled to recover this amount by a transportation tariff increase as set forth in the License. However, there can be no guarantee that such tariff increase would be granted, notwithstanding the terms of the License.
| b) | Action for annulment of ENARGAS Resolutions |
On April 11, 2012, we filed a judicial action before the National Court of First Instance in the Federal Administrative Litigation Court No. 1 (the “Court”) in order to obtain the declaration of invalidity of Decree No. 2,067/08 and the Gas Charge Resolutions as well as the declaration of unconstitutionality of the Natural Gas Processing Charge. As of the date of this Annual Report, the case is pending judgment.
On July 5, 2012, the Court issued in our favor a precautionary measure that suspended the charge on the terms set forth in the Gas Charge Resolutions. This decision was appealed in different opportunities by the Government and as a result the term of the precautionary measure was limited to six months. However, at the end of such term, we were entitled to obtain a new precautionary measure for a similar period.
The National Court of Appeals in Contentious Administrative rejected the extraordinary appeal filed by the Government against the judgment of that court that confirmed the rejection made by the Court at the request of ENARGAS to declare abstract the legal action initiated by us in accordance with the precedent “Alliance” issued by the Supreme Court in December 2014.
On March 26, 2019, we were served notice of the first instance judgment rendered in the proceedings, which upholds the legal action filed by us and declares the unconstitutionality of Executive Decree No. 2,067/08, MPFIPyS Resolution No. 1451/08 and the Gas Charge Resolutions, as well as of any other act aimed at enforcing the Executive Decree No. 2067/08, and therefore declare invalid said regulations. On March 29, 2019, the National Secretariat of Energy appealed the judgment, which was granted on April 3, 2019. On October 29, 2019, the judge resolved to extend the injunction (“medida cautelar”) (which prevents the Government from requiring us to pay the charges for the period between November 2011 and March 2016) until April 29, 2020 or until the award becomes final, whichever occurs first. The injunction has been extended until June 1, 2021. As of the date of this Annual Report, the case is pending judgment by the National Court of Appeals in Contentious Administrative.
Our management believes we have sufficient valid arguments to defend our position, and thus, we have not recorded any liability from the charge for natural gas consumptions from the date of obtaining the injunction until April 1, 2016, and of the effective date of Resolution 28.
| c) | Recovery action of VAT and income tax |
On October 9, 2008, we signed the 2008 Transitional Agreement with UNIREN that contemplated a tariff increase of 20%, applicable as of September 1, 2008. On December 3, 2009, the Executive Branch ratified this transitional agreement through Decree No. 1,918/09. By means of this decree, we were able to bill the tariff increase to our clients as long as ENARGAS published the new tariffs schedule and set the methodology to bill retroactively. Ultimately, this administrative act did not become effective and therefore in September 2010, we filed an acción de amparo (a summary proceeding to guarantee constitutional rights). Due to the passage of time since the enactment of Decree No. 1,918/09, on December 16, 2010, our Board of Directors resolved to discontinue the recognition of the tariff increase revenue and to reverse the receivable of the tariff increase revenue already accrued in the year ended December 31, 2009. The reversal of the tariff increase does not imply any waiver of our rights resulting from Decree No. 1,918/09.
On May 24, 2013, we filed a tax recovery appeal with respect to the income tax and VAT credits generated by the reversal of the tariff increase credit mentioned above. The total amount claimed by us amounted to Ps. 433.3Ps.433.3 million plus compensatory interests. Our claim was not heard after three months, so on October 9, 2013, we filed an appeal before the Federal Tax Bureau. On June 6, 2017, the Tax Court of the Nation rejected the claim for recovery filed by us. This resolution was appealed by us before the Appellate Court for Administrative Proceedings (Cámara Nacional de Apelaciones en lo Contencioso Administrativo Federal).
On May 7, 2019, the National Court of Appeals for Federal Administrative Disputes made the appeal filed by us and revoked the judgment of first instance, with costs to the defeated defendant. On May 23, 2019, the Treasury filed an extraordinary appeal - which was granted on September 26, 2019, in relation to the interpretation of the federal norms at stake in the case, but was denied as to the arbitrariness of judgment - and then complaint appeal. As of the date of issuance of this Annual Report, the case is being resolved by the Supreme Court of Justice of the Nation.
At December 31, 20192020 and 2018,2019, there are no account receivables booked per this recovery action.
| d) | Turnover tax withholding in the Province of Buenos Aires |
Collections Agency of Buenos Aires (Agencia de Recaudación de la Provincia de Buenos Aires or the “ARBA”) claimed a total of Ps. 4.9Ps.4.9 million (without fine or interest) for our alleged omissions as withholding and collection agent of the turnover tax corresponding to the period July 2009 - June 2011. We submitted to ARBA various elements of evidence that support our claim of reducing the amount claimed substantially. As of the date of this Annual Report, the Tax Court has not resolved the issue.
In March 2017, we partially canceled the debt claimed by ARBA, paying Ps. 2.9Ps.2.9 million by adhering to the payment plans offered by the Province of Buenos Aires through Law No. 14,890. Adherence to these payment plans allowed partial cancellation of compensatory interest and all fines and charges claimed by ARBA.
As of the date of this Annual Report, only two files remain pending resolution in relation to our alleged failure to act as withholding and collection agent during 2009 and 2010. Our management considers that it has sufficient arguments to assert its defense and no provisions have been recorded in our financial statements in connection with this proceeding.
Other Litigation
Below is a description of certain other litigation in which we are involved. No assurances can be provided as to the outcome of these proceedings.
| a) | Environmental matters |
We are subject to extensive environmental regulations in Argentina. Our management believes that our current operations are in material compliance with applicable environmental requirements, as currently interpreted and enforced. We have not incurred in material environmental liabilities as a result of our operations to date. As of December 31, 2020 and 2019, the total amount of these provisions amounted to Ps.22 million and Ps. nil million, respectively.
| b) | Others |
In addition to the matters discussed above, we are a party to certain lawsuits and administrative proceedings which involve taxation, labor claims, social security, administrative and others arising in the ordinary course of business. Our management and our legal advisors estimate that the outcome of these differences will not have significant adverse effects on our financial position or results of operations. As of December 31, 20192020 and 2018,2019, the total amount of these provisions amounted to Ps. 74.0Ps.74 million and Ps. 91.9Ps.101 million, respectively.
Dividend Distribution Policy
In our Board of Directors meeting held on December 18, 2019, the Board approved a written dividend policy. This policy provides that in making its evaluation, our Board of Directors should consider our financial results, our liquidity, our future financing needs and other information, including economic and financial projections for both our and the economy as a whole. Each year, our Board evaluates whether to submit a distribution proposal to the shareholders’ meeting.
Nevertheless, there are a number of restrictions that limit our ability to distribute dividends, including:
Per the Tax Reform, for fiscal periods beginning on January 1, 2018, distribution of dividends made to human persons and foreign beneficiaries are subject to a tax withholding which we must withhold and enter to the tax authority as a single and definitive payment when the dividends are paid. This additional tax will be 7% or 13%, depending on whether the dividends distributed correspond to earnings of a fiscal period at the enacted income tax rate of 30% or 25%, respectively. For these purposes it is considered, without admitting proof to the contrary, that the dividends that are made available correspond, firstly, to the oldest accumulated earnings.
The acquisition of treasury shares and the additional paid-up capital for the distribution of treasury shares in accordance with CNV Rules, restricts the amount of the retained earnings that the Company may distribute. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Repurchase of Shares.”
Furthermore, we are subject to certain restrictions for the payment of dividends, which were contemplated in the outstanding debt agreements (“Item 10. Additional Information—C. Material Contracts”).
According to the BCRA regulations, under certain conditions, we have to obtain its previous authorization before transferring dividend payments abroad.outside of Argentina. For additional information see “Item 10. Additional Information – Information—D. Exchange Controls.”
For additional information regarding dividend payments during 2019,2020, see “Item 3. Key Information—A. Selected Financial Data—Dividends.Dividends.”
B. Significant Changes
No undisclosed significant change has occurred since the date of our Financial Statements.
A. Offer and Listing Details
Not Applicable.
B. Plan of Distribution
Not Applicable.
C. Markets
The Argentine Securities Market. In Argentina, the oldest and largest exchange is the Buenos Aires Stock Exchange (“BASE”), founded in 1854. The BASE was the exchange on which the majority of equity trades in Argentina were executed. BYMA is the result of an alliance between BASE and Mercado de Valores de Buenos Aires S.A. (“MERVAL”), dated 2013. From April 17, 2017 all the shares previously listed in the MERVAL were transferred to BYMA without any further consequence for listed companies.
As of December 31, 2019,2020, the market capitalization of shares of the 9589 domestic companies (excluding mutual funds) listed on the BASE was U.S.$ 179.3Ps. 2,815 billion. At the same time, the market capitalization of the domestic companies totaled U.S.$ 36.5 billion..
Securities may also be listed and traded through over-the-counter market brokers who are linked to an electronic reporting system. The activities of such brokers are controlled and regulated by the Mercado Abierto Electrónico S.A. (the “MAE”), an electronic over-the-counter market reporting system that functions independently from the BYMA. Under an agreement between the BASE and the MAE, trading in equity and equity-related securities is conducted exclusively on the BASE (now BYMA) and trading in corporate debt securities is conducted on both the MERVAL/BASE (now BYMA) and the MAE. Trading in Government securities, which are not covered by the agreement, may be conducted on either or both of the BYMA and the MAE. The agreement does not extend to other Argentine exchanges.
Changes to the legal framework of securities trading have been introduced, permitting issuance and trading of new, non-bank financial products in the Argentine capital markets, including commercial paper, new types of corporate bonds, futures and options. The Government deregulated brokerage fees and eliminated transfer and stamp taxes on securities transactions in November 1991.
The Capital Markets Law, enacted in December 2012, sets out the rules to govern capital markets, its players, and the securities traded therein subject to the CNV regulation and monitoring. On May 9, 2018, the Argentine Congress approved the Act on Productive Financing No. 27,440, which introduces significant reforms to the Capital Markets Law, the Law on Common Investment Funds No. 24,083, the Argentine Law No. 23,576, as amended by Argentine Law No. 23,962 (the “Negotiable“Negotiable Obligations Law”Law”), and other regulations, with the objective of promoting the development of the local capital market. Among other items, the new law seeks to broaden the base of investors and companies that can participate in the capital market, promoting productive financing, especially with respect to micro, small and medium enterprises, creating a regime that promotes and facilitates their access to financing. Likewise, this law provides for the modification of certain tax provisions, tax regulations, regulations related to derivative instruments and a program for the promotion of financial inclusion. The reforms also establish some limitations to the powers granted to the CNV by the Capital Markets Law.
The Capital Markets Law provides rules and provisions guided by the following goals and principles:
Promoting the participation of small investors, union associations, industry groups and trade associations, professional associations and all public savings entities in the capital market, particularly encouraging mechanisms designed to promote domestic savings and channel such funds towards the development of production;
Strengthening mechanisms for the protection of and prevention of abuses against small investors and for the protection of consumers’ rights;
Promoting access of smallsmall- and medium-sized companies to the capital market;
Fostering the creation of a federally integrated capital market through mechanisms designed to achieve an interconnection of computer systems from different trading markets, with the use of state-of-the-art technology; and
Encouraging simpler trading procedures available to users to attain greater liquidity and competitiveness in order to provide the most favorable conditions for the implementation of transactions.
The CNV is a self-administered agency of the Government with jurisdiction covering the territory of Argentina, governed by the provisions contained in the Capital Markets Law and the CNV Rules, among other related statutory regulations. The relationship of the CNV and the Argentine Executive Branch is maintained through the Ministry of Finance, which shall hear any appeals filed against decisions made by the CNV, notwithstanding any other legal actions and remedies contemplated in the Capital Markets Law.
The CNV supervises and regulates the authorized markets in which the securities and the collective investment products are traded, the corporations authorized in the public offer regime, and all the other players authorized to operate in the public offer regime, as the registered agents, the trading agents, the financial advisors, the underwriters and distributors, the brokers, the settlement and clearing agents, the managers of collective investment products, the custodians of collective investment products, the collective depositories, and the risk rating agencies, among others.
The BYMA. Pursuant to the Capital Markets Law, the CNV has authorized nine stock markets since September 2014. BYMA is a private entity whose stock capital is composed of publicly traded shares. On December 29, 2016, BYMA was authorized by CNV as a market, Registry No. 639. BYMA’s main functions comprise trading as well as performing as a Clearing House and Central Counterparty (CCP) in the settlement and monitoring of transactions carried out through its trading systems.
BYMA’s main functions under the Capital Markets Law are as follows:
| a) | issue regulations that allow stock brokers and brokerage firms authorized by the CNV to perform their duties; |
| b) | authorize, suspend and cancel the listing and/or trading of negotiable securities pursuant to the provisions set forth in its by-laws; |
| c) | issue regulations that ensure veracity in the record of prices and trades; |
| d) | issue the regulations and policies deemed necessary to ensure transparency in the trades conducted by member stock brokers; |
| e) | fix the margins that member brokers are to comply with for each type of trade BYMA guarantees; and |
| f) | set up arbitration tribunals. |
These powers may be exercised by BYMA or delegated, in whole or in part, to other qualified entities. Accordingly, BYMA has entered into an agreement with BASE to enforce items b) and f), due to the fact that BASE has been authorized to operate as a qualified entity, pursuant to Capital Markets Law.
New York Stock Exchange. The ADSs, each representing five Class B Shares, are listed on the NYSE under the trading symbol “TGS.” The ADSs began trading on the NYSE in November 1994, and have been issued by the Depositary.
According to data provided by the Depositary, as of March 31, 2020,2021, there were 133,976,54219,330,541 ADSs outstanding. Such ADSs represented approximately 16.68%12.17% of the total number of issued and outstanding Class B Shares as of such date.
Market Capitalization. Investors in the Argentine securities market are primarily individuals, companies and institutional investors consisting of a limited number of mutual funds.
The last information available to us regarding the Argentine stock market is set forth in the table below:
2015 | 2016 | 2017 | 2018 | 2019 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||||||||||||||||||||||||||||
| Market capitalization (U.S.$ in billions) | 336.8 | 282.9 | 356.9 | 279.2 | 179.3 | |||||||||||||||||||||||||||||||||||
Market capitalization (Ps. in billions)(1) | 4,512 | 6,877 | 10,786 | 2,409 | 2,844 | |||||||||||||||||||||||||||||||||||
Market capitalization domestic companies (Ps. in billions) (1) | 1,011 | 2,061 | 1,804 | 2,358 | 2,815 | |||||||||||||||||||||||||||||||||||
| Market capitalization / GDP (%) | 11.3 | 17.6 | 10.8 | 9.4 | 10.4 | |||||||||||||||||||||||||||||||||||
| Number of listed companies | 99 | 99 | 97 | 95 | 90 | 101 | 104 | 98 | 91 | 89 | ||||||||||||||||||||||||||||||
| (1) | Stated in Argentine pesos not adjusted for inflation. |
Source: Data published by the Instituto Argentino de Mercado de Capitales.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Information contained in Item 14 of TGS’s Registration Statement on Form F-1 (Registration No. 33-85178) is hereby incorporated by reference.
The Ordinary and Special Shareholders Meeting held on April 30, 2014, approved certain amendments of our by-laws. The purpose of these amendments was to provide our administration with greater flexibility to manage as well as adapt the By-laws to the requirements of the Capital Markets Law. Below you will find a description of the amendments to our By-laws:
Subject to the approval of the annual shareholders meeting, the number of members of the Board of Directors may vary between nine and eleven directors and an equal number of alternate directors.
The Board of Directors meetings may be held not only with the members present, but also with the members communicating remotely. Under our By-laws, all members will have the same power to vote on a proposal and will be considered to constitute a quorum.
The Audit Committee duties, which are in line with those requirements stipulated in the Capital Markets Law, were incorporated to our By-laws. For additional information regarding Audit Committee duties, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Audit Committee.”
The amended By-laws approved by the 2014 ShareholdersShareholders’ Meeting held on April 30, 2014, were filed with our Annual Report on Form 20-F for the fiscal year ended December 31, 2015, and are incorporated by reference in this Annual Report as Exhibit 1.2.
The 2017 Shareholders’ Meeting amended our By-laws in order to: (i) expand our corporate purpose in order to incorporate the development of complementary, accessory, related and / or derived activities of natural gas transportation, such as the generation and sale of electricity and the provision of other services for the hydrocarbons sector in general, and (ii) allow the creation of an Executive Committee of the Board of Directors under the terms of Article 269 of the General Companies Act. The purpose of these amendments is to provide management with greater flexibility in decision-making. In relation to compliance with the regulatory requirements, this modification has not received comments from ENARGAS, as informed by a note from ENARGAS dated April 25, 2017, nor from the CNV, which has accepted this amendment through a note dated April 18, 2017.
On July 14, 2017, through the issuance of Resolution No. 18,852, the CNV approved the amendment to our By-laws, which was approved by the General Inspection of Justice on July, 25, 2017. Such amendment to our By-laws was filed with the SEC pursuant to current report on Form 6-K, dated April 12, 2017 (Commission File No. 1-13.396), and are incorporated by reference in this Annual Report as Exhibit 1.2.
The 2021 Shareholders’ Meeting amended our By-laws in order to let shareholders meetings may be duly convened remotely.
General Resolution No. 830/2020 of the CNV — Remote meetings
As a result of the COVID pandemic and the social distancing measures set forth in Decree No. 297/2020, on April 3, 2020, the CNV issued General Resolution No. 830 (“Resolution 830”), to the effect that:
During the period in which the curfews and other transit restrictions remain in effect as a result of the state of health emergency resulting from the COVID pandemic, shareholders and directors meetings may be duly convened remotely, even in the cases in which the By-laws or other organizational documents do not expressly provide so if: (i) all shareholders or directors as applicable, are able to participate and cast a vote; (ii) the means of communication allow the simultaneous transmission of sound, images and sound during the entire meeting, and (iii) the applicable call notice shall clearly inform the access mechanism, procedures and other details for shareholders or directors, as applicable, to participate in the applicable meeting. In addition, issuers are required to keep a digital copy of record of the meeting for a period of five years, which shall be available to any shareholder who requests it. The issuer’s audit body shall be required to verify that at all times the meeting is conducted in accordance with applicable procedures set forth in the organization documents of the issuer and Argentine laws.
C. Material Contracts
Debt Obligations
2018 Notes
On May 2, 2018, we issued the 2018 Notes in the aggregate principal amount of U.S.$500 million, the proceeds of which were used to redeem all of our then outstanding 9.625% of the 2014 Notes pursuant to (i) a tender offer to purchase for cash (the “Tender Offer”) any and all of our 2014 Notes launched on April 19, 2018, which expired on April 26, 2018, and (ii) the optional redemption provisions of the 2014 Indenture. On April 27, 2018, U.S.$80,083,898.25 in aggregate principal amount of the 2014 Notes (or approximately 41.80% of the 2014 Notes then outstanding), were redeemed pursuant to the Tender Offer and the remaining 2014 Notes were redeemed on May 2, 2018 pursuant to the provisions of the 2014 Indenture.
The 2018 Notes were issued pursuant to the program, which provides for the issuance of up to a maximum principal amount of U.S.$700 million in notes, and was authorized by resolutions of an Extraordinary Shareholders’ Meeting dated April 25, 2013 and April 13, 2017, and by resolutions of our Board of Directors adopted on July 23, 2013, December 23, 2013 and June 29, 2017. The program was also authorized by the CNV by Resolution No. 17,262 dated January 3, 2014 and Resolution No. 18,938 dated September 15, 2017.
The scheduled maturity date of the 2018 Notes is May 2, 2025. The 2018 Notes accrue interest at an annual fixed rate of 6.750%, payable semiannually.
We are also permitted to redeem the 2018 Notes in whole, but not in part, at a price equal to 100% of the principal amount outstanding if, as a result of any change in, or amendment to, the laws or regulations of Argentina or any governmental authority thereof or therein having power to tax or as a result of any change in the application or official interpretation of such laws or regulations, we become obligated to pay additional amounts with respect to the 2018 Notes and cannot avoid such obligation by taking reasonable measures available to us.
In the event that the Republic of Argentina, directly or indirectly, through any one or more controlled entities, as a result of a condemnation, nationalization, confiscation, seizure, compulsory acquisition, expropriation or otherwise under power of eminent domain becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of at least 51% of our outstanding shares with voting power, holders of the 2018 Notes are entitled to require us to purchase all or a portion of the 2018 Notes at a price in cash equal to 101% of the principal amount of the 2018 Notes so purchased. The 2018 Notes are general, direct, unsecured and unsubordinated obligations and rank at all times pari passu in all respects, without any preference among themselves, with all of our other present and future unsecured and unsubordinated obligations, other than obligations preferred by statute or by operation of law.
Covenants
We are subject to several restrictive covenants under the terms of the 2018 Notes, which include, among others, the following:
limitations on our ability to terminate our License or take any action that, in our reasonable opinion, would result in the termination of the License. We may not agree to amend or waive any terms of the License unless such amendment or waiver would not, in our reasonable opinion, adversely affect (i) our ability to meet our obligations under the 2018 Notes on a timely basis or (ii) any material rights or interest of the trustee or the holders under the indenture or the 2018 Notes;
a requirement that we not enter into or consent to any amendment, restatement or modification of the SATFO or any successor agreement thereto, other than an amendment, restatement or modification that is not materially adverse to us and our subsidiaries, taken as a whole;
a limitation on our and our subsidiaries’ ability to create liens on our property, assets or revenues, other than certain permitted liens;
a limitation on our and our subsidiaries’ ability to incur additional indebtedness unless we meet certain financial ratios and no event of default exists, other than certain permitted indebtedness;
a limitation on our and our subsidiaries’ ability to pay dividends and make certain other restricted payments and investments with respect to any fiscal year or fiscal semester unless: (i) no event of default or potential event of default shall have occurred and be continuing and (ii) immediately after giving effect to such restricted payment, we would be able to incur at least U.S.$1.00 of additional indebtedness pursuant to the limitation on indebtedness covenant;
limitations on our and our subsidiaries’ ability to enter into sale-leaseback transactions;
limitations on our and our subsidiaries’ ability to enter into a transaction with an affiliate, unless such transaction is on terms that are not materially less favorable to us or our subsidiary than we or such subsidiary would obtain in a comparable arm’s-length transaction with a non-affiliate;
a limitation on our and our subsidiaries’ ability to sell our assets; and
a limitation on our and our subsidiaries’ ability to enter into a merger, consolidation or similar transaction.
Events of Default
The 2018 Notes include the following events of default, among others:
default in the payment of principal, interest or any other amount due under the terms of the 2018 Notes after a specified grace period with respect to payments other than principal;
breach of obligations contained in the 2018 Notes after a specified cure period;
cross-default and cross-acceleration with respect to other debt obligations with an aggregate principal amount equal to or exceeding U.S.$50 million;
the occurrence of certain bankruptcy events or enforcement proceedings;
enforcement of monetary judgments exceeding U.S.$50 million; and
the occurrence of certain material adverse events with respect to our License, such as the revocation, suspension for a period of greater than 180 days or termination of the License.
Financial leaseLease with Pampa Energía
On August 11, 2016, we entered into a financial lease agreement with Pampa Energía. Starting on such date and for a term of nine years and 11 months (the “Leasing Payment Term”), Pampa Energía is leasing to us certain assets for an aggregatea book value as of December 31, 2020 of Ps. 2,501.21,953 million, which we utilize in our other services business segment. Monthly lease payments to Pampa Energía amount to U.S.$0.6 million, before taxes.
Within 30 days of the expiration date of the Leasing Payment Term, we may exercise the option to purchase the assets leased to us under the agreement. The purchase option price will be equivalent to U.S.$0.6 million before taxes.
For additional information, see Note 13 to our Financial Statements included under “Item 18. Financial Statements.”
D. Exchange Controls
The following is a description of the main BCRA regulations concerning inflows and outflows of funds in Argentina. For further information regarding the full scope of current foreign exchange restrictions and control regulations, investors should seek advice from their legal advisors and refer to the applicable rules mentioned in the Annual Report, which are available at the website of the Argentine Ministry of Economy and Public Finance: https://www.argentina.gob.ar/hacienda and https://www.minfinanzas.gob.ar/, or the website of the BCRA: www.bcra.gov.ar. None of the information contained on either website is deemed to be incorporated by reference into this Annual Report.
Exports of Goods
Exporters of goods must repatriate, and settle in pesos through the foreign exchange market, the proceeds from exports cleared through customs after September 2, 2019. For operations with related parties and exports of certain goods, the regulations provide that exporters have 15 days from the time the export cleared customs, to settle the proceeds from such exports (i.e., convert the proceeds from the exports from foreign currently into Argentine pesos) in the Official Gazette on September 1, 2019), as amended by Executive Order No. 91/19 (publishedforeign exchange market. For all other transactions, exporters have 180 days from the date the export cleared customs, to settle the proceeds from such exports in the Official Gazette on December 28, 2019) and communicationforeign exchange market.
Moreover, through Communication “A” 6770 of6844, the BCRA providereinstated the export proceeds monitoring system, setting forth rules governing such monitoring process and exceptions thereof. Exporters will need to appoint a financial entity in charge of monitoring compliance with the aforementioned obligations.
The regulations authorize the application of export proceeds to the repayment of: (i) pre-export financings and export financings granted or guaranteed by local financial entities; (ii) foreign pre-export financings and export advances settled in the MULC, provided that the relevant transactions were entered into through public deeds or public registries; (iii) financings granted by local financial entities to foreign exchangeimporters; and (iv) financial indebtedness under contracts executed prior to August 31, 2019 providing for cancellation thereof through the application abroad of export proceeds. The application of export proceeds to the repayment of other indebtedness shall be subject to BCRA approval.
By means of Communication “A” 7123 dated October 1, 2020, the BCRA decided to admit the use of collections of foreign currency resulting from exports of goods and services shall be transferred to Argentina’s(i) payment of capital and interest on financial system and/or exchangedindebtedness with foreign creditors whose average life, considering payments of capital and interest services, is not less than one year; and (ii) repatriation of foreign investors’ direct investments in companies that do not control local financial entities, to the extent that the repatriation occurs after the date of completion and implementation of the investment project and, at least, one year after the entry of the capital contribution in the exchange market.
Sale of Non-Financial Assets
Proceeds in foreign currency from the sale of non-financial assets must be repatriated and settled in pesos in the foreign exchange market underwithin five business days from the termsdate of collection in Argentina or abroad, or the date of deposit of such amounts in foreign bank accounts.
Exports of Services
Exporters of services must repatriate, and conditions thatsettle in pesos through the BCRA may establish.foreign exchange market, the proceeds from their exports within five business days from the date of collection in Argentina or abroad, or the date of deposit of such amounts in foreign bank accounts.
Prior authorization from the BCRA with powers to regulateCentral Bank is required for the casesacquisition of transfers abroad, as well as purchasesforeign assets (e.g., purchase of foreign currency, among others) and precious metal coins which require itsfor derivative transactions by Argentine companies, Argentine local governments, Argentine mutual funds, trusts and other Argentine entities. Individuals must request authorization before havingwhen the value of such assets exceed USD 200 (in the case of withdrawals from Argentine bank accounts) or USD 100 (in the case of cash purchases) in any calendar month.
External Financial Indebtedness
Borrowers must repatriate and settle in the foreign exchange market the proceeds from financial indebtedness incurred after September 1, 2019, as a condition to be granted access to the market. The BCRA is also empoweredforeign exchange market to lay downmake debt service payments thereunder. Subject to compliance with requirements set forth in the regulations, access to avoid practices and transactions intendedthe foreign exchange market will be granted for the repayment of principal or interest up to circumvent the provisionsthree business days in advance of the executive order through sovereign bonds or other instruments.due date.
Communication “A” 7,030, and its amendments, establishes the prior agreement of the Central Bank, until June 30, 2021, for the cancellation of capital services of financial debts with abroad, provided that the creditor is a related counterparty.
Additionally, Communication “A” 7,106 established the requirement, for those who register scheduled capital maturities between October 15, 2020 and March 31, 2021 with creditors that are not related counterparties, to these measures, as further amendedsubmit to the Central Bank a detail of a refinancing plan complying with certain criteria established in the said Communication. Specifically, the Central Bank will grant access to companies for an amount less than 40% of maturities and complemented, and other additional measures adoptedcompanies must refinance the rest for a term of at least two years. This, provided that the amount for which the exchange market would be accessed for the cancellation of principal exceeds the equivalent of USD 1,000,000 per calendar month, with some exceptions, expressly provided for by the regulation.
Finally, the Communication established that for new debt securities with a public register in the country or abroad, issued as from October 9, 2020 in the framework of the refinancing processes provided for in point 7 of Communication “A” 7106, the requirement of foreign currency settlement for the purposes of access to the foreign exchange market for the cancellation of its capital and interest services will be deemed to be fulfilled. In this way, the BCRA would be ensuring that new securities issued under these exchange processes would have access to the foreign exchange market, even if there was no foreign exchange settlement from the issue.
On the other hand, Communication “A” 7123 provided that BCRA’s prior consent to access the exchange market will not be required in the following cases:
Repatriation of foreign direct investments in companies that do not control local financial entities, insofar as the capital contribution has been entered and settled in the foreign exchange market as of October 2, 2020 and the repatriation takes place at least two years after entry.
Payment at maturity of the principal of foreign financial indebtedness of the non-financial private sector when the creditor is a counterpart linked to the debtor, insofar as the funds have been entered and settled in the foreign exchange market as of October 2, 2020 and the indebtedness has an average life of no less than 2 (two) years.
On January 6, 2021, the BCRA issued Communication "A" 7196, which provided for certain relaxations to the settlement of foreign currency originated in the process of taking or refinancing debt.
On January 7, 2021, the BCRA published Communications "A" 7200 and "A" 7201, according to which it resolved, on the one hand, to establish that those individuals and legal entities that are considered obliged subjects must complete the "Registry of foreign exchange information of exporters and importers of goods" before April 30, 2021 and, on the other hand, it established new measures to access the foreign exchange market for the import of goods defined as luxury and final goods.
On February 4, 2021, the BCRA issued Communication "A" 7218, which established a new option to access the foreign exchange market to pay principal and interest services of debt securities issues with registration abroad arranged as from February 5, 2021 and that have been partially subscribed in foreign currency in the country. In order to be eligible for this possibility, the following conditions must be met: (i) the debtor proves to have registered exports prior to the issuance of the debt securities or that the funds from the placement were destined to face commitments abroad; (ii) the average life of the securities must be no less than 5 years; (iii) the first amortization is agreed to occur no earlier than three years from the issue date; (iv) the local tranche of the issue does not exceed 25% of the total issued; and (v) at the date of this annual report, among others:access all the funds integrated under the issue have been liquidated.
Prior authorization from the Central Bank is required |
Access to the foreign exchange market by security trusts for principal and interest payments
Communication “A” 6844, local trusts created to guarantee principal and interest payments by resident debtors may access the MULC in order to make such payments at their scheduled maturity, to the extent that, pursuant to the current applicable regulations, the debtor would have had access to the MULC to make such payments directly. Also, subject to certain conditions, a fiduciary may access the MULC to guarantee certain capital payments and interest on financial debt abroad and anticipate access to it.
Profits and Dividends
Prior authorization from the Central Bank is required for the transfer of profits andand/or dividends outside of Argentina.
In accordance with Section 3.4 of Communication “A” 6844, access is granted to the local foreign exchange market to pay dividends to non-resident shareholders, subject to the following conditions:
Maximum amounts: The total amount of transfers executed through the MULC as fromof January 17, 2020 in an amount that (including the amountfor payment of the payment being made at the time of the access) doesdividends to non-resident shareholders may not exceed 30% of the total value of the new capital contributions made in the local company that had been entered and settled through the MULC as of foreign direct investments madethe abovementioned date. The total amount paid to non-resident shareholders shall not exceed the corresponding amount denominated in Argentine Pesos that was determined by the shareholders' meeting.
Minimum Period: Access to the Argentine company duly capitalizedMULC will only be granted after a period of not less than thirty (30) calendar days has elapsed as from the date of the settlement of the last capital contribution that is taken into account for determining the 30% cap aforementioned.
Documentation requirements: Dividends must be the result of closed and registeredaudited balance sheets. When requesting access to the MULC for this purpose, evidence of the definitive capitalization of the capital contribution must be provided or, in lack thereof, evidence of the initiation of the process of registration of the capital contribution before the IGJ shall be provided. In this case, evidence of the definitive capitalization shall be provided within 365 calendar days from the date of the initial filing with the Public Registry of Commerce (or pending such registration)Commerce. If applicable, the Information Regime on Foreign Assets and the proceeds of whichLiabilities shall have been transferredcomplied with. Also, it be verified that the operation has been declared, if applicable, in the last overdue presentation of the External Assets and Liabilities Reporting.
Non-Residents
Non-residents must obtain prior authorization from the Central Bank to Argentina and sold for pesos throughaccess the foreign exchange market;
market to purchase foreign currency, with limited exceptions.Reporting Regime
In all cases, access to the scheduled maturity dates, unless certain conditions are met;
foreign exchange market for the payment of financial or commercial debts will be granted to the extent that such debts were disclosed in accordance with the Central Bank’s reporting regime established through Communication “A” 6,401.Outgoings
Imports of Goods and Services
Importers of goods and/or services must obtain prior authorization from the pre-paymentCentral Bank for the settlement of indebtedness forforeign currency-denominated debts in connection with the import of goods and services, exceptservices. Importers are exempt from such requirement for certain exemptions;
Outflow of funds
Through Communication “A” 7,001, as amended by Communication “A” 7,030, the Central Bank established certain restrictions to carry out sales of securities via the settlement of foreign partiescurrency and its transfer to depository institutions abroad. In this connection, in excessorder to carry out any outflow of $2,000,000 per calendar month; andfunds, the entity must:
(i) request the prior approval of the Central Bank; or
The Central Bank Communication “A” 7,030 also establishes the prior approval of the Central Bank to carry out any outflow of funds through the foreign exchange market from May 29, 2020 onwards, with related foreign parties, exceptsome exceptions.
In addition, Communication “A” 7,030, as amended, established the prior approval of the Central Bank for certain exemptions.
outflow of funds through the foreign exchange market, unless the entity has an affidavit from the client stating that at the time of access to the foreign exchange market:Entities authorized to Decree No. 480/95operate on exchanges may not purchase securities in the secondary market with settlement in foreign currency or use holdings of their general exchange position for payments to local suppliers.
Pursuant to Communication “A” 7001, as amended by Communication “A” 7,030, the BCRA established certain restrictions to carry out sales of securities via the settlement of foreign currency and complementary regulations) establishes penaltiesits transfer to depository institutions abroad. In this connection, in order to carry out any outflow of funds, the entity must:
(i) request the prior approval of the BCRA; or
(ii) rely on an affidavit stating that the client did not carry out neither sales of securities via the settlement of foreign currency nor its transfer to foreign depository entities on the day that access to the foreign exchange market was requested and within 90 days prior to such request, as well as that the customer undertakes not to carry out such transactions from the date access to the foreign exchange market is requested and for the infringementsubsequent 90 calendar days.
Central Bank Communication “A” 7,106 established that non-residents will not be able to arrange sales of anysecurities with settlement in foreign currency, except for sales of securities that have been acquired in Argentina with liquidation in foreign currency from September 16, 2020 and have remained in the non-resident's portfolio for a period not less than a year.
Nevertheless, this would not prevent non-residents from transferring abroad securities acquired in the country, and perform their sales abroad, in which case they would take into account the minimum holding term (or "parking") mentioned below.
In addition, the above-mentioned Communication established that transactions of securities arranged abroad and securities acquired abroad may not be settled in pesos in the country.
Nevertheless, we understand that the transactions of acquiring securities in pesos in the country with funds from abroad would not be forbidden, to the extent that the transaction is not documented abroad.
| Purchase | |||||
| ARS | Dólar “MEP” | Blue chip swap | Receiver transfer | ||
ARS | No minimum tenure period (MTP) | No MTP | No MTP | 3 days of MTP** | |
| Dólar MEP | 3 days of MTP | No MTP | No MTP | 3 days of MTP | |
Sale | Blue chip swap | 3 days of MTP | No MTP | No MTP | 3 days of MTP |
| Issuer Transfer | 3 days of MTP * | No MTP | No MTP | 3 days of MTP | |
*Except in cases where accreditation in the depositary agent is the product of the primary placement of marketable securities issued by the national treasury.
**Unless they are shares and/or Cedears with negotiations in markets regulated by the CNV.
Foreign Exchange Criminal Regime
Any operation that does not comply with the provisions of the foreign exchange regulations. Penalties include fines of up to a tenfold increase incontrols is reached by the amount of the infringing transaction, temporary suspensions, disqualification for up to ten years preventing the infringing party from acting as importer, exporter and/or as foreign exchange institution, or even prison in event of recidivism.Foreign Exchange Criminal Regime.
Money Laundering
Law No. 25,246, as amended, categorizes money laundering as a crime, defining it as the exchange, transfer, management, sale or any other use of money or other assets obtained through a crime, by a person who did not take part in such original crime, with the potential result that such original assets (or new assets resulting from such original assets) appear as if obtained through legitimate means; provided that the aggregate value of the assets involved exceeds in the aggregate (through one or more related transactions) Ps. 50,000.Ps.50,000.
In addition, Law No. 25,246 created a financial information unit (the “Financial Information Unit”), which is charged with the handling and the transmission of information in order to prevent the laundering of assets originating from:
Crimes related to illegal trafficking and commercialization of narcotics;
Crimes related to arms trafficking;
Crimes related to the activities of an illegal association as defined in Article 210 bisbis* of the Penal Code;
Illegal acts committed by illegal associations organized to commit crimes with political or racial objectives;
Crimes of fraud against the Public Administration;
Crimes against the Public Administration;
Crimes of underage prostitution and child pornography; and
Crimes related to terrorism financing.
Law No. 25,246 assigns information and control duties to certain private sector entities, such as banks, agents, stock exchanges and insurance companies, according to the regulations of the Financial Information Unit, and for financial entities, the BCRA. These regulations apply to many Argentine companies. These obligations consist mainly of maintaining internal policies and procedures aimed at preventing money laundering and financing of terrorism, especially through the application of “know your customer” policies.
On May 8, 2005, the CNV enacted Resolution No. 554, which provides that broker-dealers and other intermediaries that are subject to its supervision can only take part in securities transactions if they are ordered or executed by parties that are registered or domiciled in jurisdictions that are not included in the list of tax havens included in Decree No. 1,344/98. Furthermore, the Resolution provides that securities transactions made by parties registered or domiciled in jurisdictions that are not included in such list, but that act as intermediaries of securities markets under the supervision of an agency similar to the CNV, are allowed only if such agency has signed a memorandum of mutual understanding with the CNV. Regarding the listed companies under the supervision of the CNV, Resolution No. 554 states that they shall identify any entity or individual (whether or not a shareholder at that time) that makes a capital contribution or a significant loan, and comply with the same obligations established in the previous paragraph for the brokers-dealers and other intermediaries.
Pursuant to Decree 360/2016, dated February 16, 2016, the Government created the “National Coordination Program for Combating Money Laundering and Terrorist Financing” within the purview of the Ministry of Justice and Human Rights. Its purpose is to rearrange, coordinate and strengthen the anti-money laundering and anti-terrorist financing system at the national level, in light of the actual risks that could impact the Argentine territory and the global requirements to be met under the scope of the obligations and international recommendations of the United Nations and Financial Action Task Force standards.
Moreover, Law No. 27,260 introduced certain tax modifications and a new regime for residents to disclose undeclared assets, and also established that the Financial Information Unit would now be within the purview of the Ministry of Economy and Finance.
On December 22, 2017, the BCRA enacted Communication “A” 6399 by means of which it abrogated item 1.3 of the regulations regarding “Anti-Money Laundering, Terrorism Financing and other illegal activities” which regulated the obligation of financial institutions and foreign exchange agencies to maintain certain databases, as of January 1, 2018.
The abrogated regulations established the obligation for financial institutions and foreign exchange agencies subject to the BCRA’s regulation to maintain databases regarding client operations.
In turn, Decree No. 27/2018, dated January 10, 2018, amended Law No. 25,246 related to the requirements imposed upon obliged subjects (“Obliged Subjects”), the management of their client’s information and the information required for “know your client” purposes. Such decree now requires Obliged Subjects to refrain from revealing any investigations carried out in compliance with Law No. 25,246 to their clients and/or any third parties.
On January 11, 2017, the Financial Information Unit published Resolution No. 4/2017, which established that special due diligence measures must be applied for identifying foreign and domestic investors (who shall comply with the requirements therein set forth to qualify as such) in the Republic of Argentina upon requesting the opening of special investment accounts. Since October 2018, the BCRA established an exchange rate band. The band in which the BCRA would not intervene was initially defined between Ps. 34Ps.34 and 44 per USU.S. dollar, which will be adjusted upwards on a monthly basis. The BCRA will allow the free floating of the currency within this band. The intention of the BCRA is to avoid excessive fluctuations of the exchange rate.
Subsequently, the Financial Information Unit published Resolution No. 30-E/17, effective as of September 15, 2017, which repealed Resolution No. 121 and established new guidelines to be followed by financial and securities institutions in their capacity as parties legally obliged to provide financial information under the Anti-Money Laundering Law, based on the revised recommendations of the Financial Action Task Force for 2012.
These amendments facilitate compliance of the requirements imposed upon the Obliged Subjects and continue the migration of the system towards a risk-based approach.
Resolution No. 30-E/17 determines the minimum compliance elements that must be included in a system for the prevention of money laundering and terrorist financing, such as the process of customer due diligence, training programs, operations monitoring, reporting of suspicious operations and rules applicable in cases of non-compliance, among others.
The Financial Information Unit published Resolution No. 21/2018 which states that reporting parties under Resolution No. 229/2014 of the Financial Information Unit (mainly the BCRA and the CNV) must evaluate their risks and adopt measures to mitigate them, in order to prevent money laundering as efficiently as possible. Within this framework, individuals are enabled to implement reputable technological platforms which allow carrying out long-distance procedures without the need to present documentation in person.
E. Taxation
General
The following general summary of the main tax consequences in Argentina and the United States relating to the, ownership and disposition of securities issued by us is based on the tax laws of Argentina, the United States and regulations thereunder (as applicable) as in effect on the date hereof, each subject to any changes that may come into effect after such date under the Argentine and United States laws and regulations (as applicable) as may become effective subsequently to such date, possibly with retroactive effect.
Even though this summary is considered to constitute an appropriate interpretation of the effective Argentine tax laws and United States federal income tax laws as of the date hereof, no assurance may be given that the courts or tax authorities in charge of application of such laws will agree to this interpretation. Furthermore, it should be noted that there have been many changes in Argentine tax laws and United States tax laws in the past and in particular in recent years, and that such laws may be subject to restatements, revocation of exemptions, reestablishment of taxes and other changes.
Prospective investors should consult their own tax advisors as to the Argentine tax consequences and United States federal income tax consequences of the purchase, ownership and disposition of our securities, including, the effect of any foreign, state or local tax laws.
Argentine Taxes
Income Tax
Taxation on Dividends
In view of the last amendments introduced to the Income Tax Law by virtue of the Tax Reform, as of fiscal years beginning on January 1, 2018, the taxation applicable to dividends distributed from Argentine companies would be as follows, as amended by the Solidarity Law:
• Dividends originated from profits obtained during fiscal years 2018, 2019 and 2020: dividends on Argentine shares paid to Argentine individuals and/or non-residents (“Foreign Beneficiaries”) are subject to a 7% income tax withholding on the amount of such dividends (“Dividend Tax”).
• Dividends originated from profits obtained during fiscal year 2021 onward: the tax rate is raised to 13%.
For Argentine individuals not registered before the Federal Administration of Public Revenues (Administración Federal de Ingresos Públicos) as payers of income tax and foreign beneficiaries, the Dividend Tax withholding will be considered as a unique and final payment. In addition, under the Tax Reform, rules are created that regulate and limit the possibility to offset gains derived from the distribution of dividends with losses generated in other operations.
If dividends are distributed to Argentine Entities as defined below, no Dividend Tax should apply.
However, Law No. 27,451, published in the Official Gazette on December 23, 2019, suspended, until fiscal years starting on January 1st, 2021, the application of the withholding tax at a 13% rate on payment of dividends and profit distribution, and reestablished the 7% rate for this withholding tax.
Capital Gains Tax
According to current regulations, the results derived from the transfer of shares, quotas and other equity interests, titles, bonds and other securities, are subject to Argentine income tax, regardless of the type of beneficiary who realizes the gain.
Capital gains obtained by Argentine corporate entities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of foreign entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) (the “Argentine Entities”) derived from the sale, exchange or other disposition of shares are subject to income tax at the corporate rate on net income.
Beginning in 2018, it is clear that income obtained by individuals residents from the sale of shares and other securities are exempt from capital gains tax in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV.
It should be noted that for periods prior to 2018, it is currently under discussion if the exemption (introduced by Law No. 26,893 and its implementing decree 2334/2013) applicable on the sale of shares and other securities, only included the sale of securities made through a stock exchange market duly authorized by the CNV or if the implementing decree’s added provisions were just by way of example.
Pursuant to the Income Tax Regulatory Decree (O.T 2019), the conversion process by which individual residents change ADRs by excepted shares, will be considered a levied transaction at its value market price.
In turn, Law No. 27,430 and the income tax regulatory Decree (O.T 2019), maintain the 15% capital gains tax (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) on the disposal of shares or securities by nonresidents. However, Nonresidentsnonresidents are also exempt from income tax on income derived from the sale of Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV.
In addition, it was finally clarified that, from 2018 onward, the income derived from the sale of ADSs will be treated as coming from an Argentine source.
The exemption on the sale of Argentine shares and/or ADSs would only apply to the extent that the Foreign Beneficiaries do not reside in, or the funds do not derive from, jurisdictions not considered as cooperative for purposes of fiscal transparency. In addition, according to the last amendment introduced by the Tax Reform, no taxes would be claimed to the abovementionedabove-mentioned Foreign Beneficiaries on past sales of Argentine shares or other securities traded in CNV’s authorized markets (such as ADSs) as long as the cause of the non-payment was the absence of a method for collection.
In case the exemption is not applicable, the gain derived from the disposition of shares would be subject to Argentine income tax at a 15% rate on the net capital gain or at a 13.5% effective rate on the gross price. In such scenario, the income tax should be paid to the Argentine Tax Bureau under the following procedures: (i) in case the securities were sold by a Foreign Beneficiary, but not through an Argentine stock exchange market and there is an Argentine buyer involved, the Argentine buyer should withhold the income tax; and (ii) when both the seller and the buyer are Foreign Beneficiaries and the sale is not performed through an Argentine stock exchange market, the person liable for the tax shall be the legal representative of the seller of the shares or securities being transferred.
In case such foreign beneficiaries reside in, or the funds arise from, jurisdictions not considered as cooperative for purposes of fiscal transparency, a 35% tax rate on the net capital gain or at a 31.5% effective rate on the gross price should apply On December 9, 2019, the official list of “non-cooperating” jurisdictions for tax purposes was published by means of Decree No. 682/2019.
Value Added Tax (“VAT”)
The sale, exchange or other disposition of our ADSs or common shares and the distribution of dividends are exempted from VAT.
Personal Assets Tax
Argentine entities, like us, are subject to the personal assets tax corresponding to Argentine individuals and Foreign Beneficiaries (be they legal entities or individuals) for the holding of company shares at December 31 of each year.
Pursuant to Law No. 27,541, as of December 31, 2019, the rate is 0.50% and is levied on the proportional net worth value (“valor patrimonial proporcional”proporcional”), of the shares as per the Argentine entity’s last financial statements prepared under Argentine GAAP.
Pursuant to the Personal Assets Tax Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine domiciled individuals and/or foreign domiciled shareholders.
Tax on Credits and Debits on Bank Accounts
Law No. 25,413, as amended and regulated by Law No. 25,453, established a tax, with certain exceptions, levied on debits and credits of any nature on bank accounts held at Argentine financial institutions, except for those specifically exempted pursuant to legal provisions and regulations thereof. The general tax rate is 0.6% for each debit and credit (although in certain cases an increased rate of 1.2% and a reduced rate of 0.075% may apply).
Certain transfers of money or cash movements through other mechanisms may also trigger application of this tax. In general, the financial institutions involved act as tax collection and tax calculation agents.
Decree No. 409/2018 established that as of January 1st, 2018, 33% of the tax paid on credits and debits levied at the 0.6% general tax rate and 1.2% tax rate, and 20% of the tax paid on transactions levied at the lesser tax rate, will be considered as a payment on account of income tax, taxes on presumed minimum income or the special contribution on cooperatives capital by the bank account holders. The exceeding amount will not be subject to compensation with other taxes or transfer in favor of third parties; however, it can be carried forward to other fiscal periods of the above-mentioned taxes.
This tax has certain exemptions; as an example, debits and credits in banking accounts opened by foreign legal entities in accordance with BCRA Communication “A” 3250 and used exclusively for the purpose of making financial investments in Argentina are exempted from this tax is accordance with section 10, paragraph s) of Decree No. 380/2001. Likewise, Law No.27,264 established that the Tax on Credits and Debits on Bank Accounts that had actually been deposited may be computed in a 100% as payment on account of the income tax by companies that are considered “micro” and “small” and in 50% by manufacturing industries considered “medium -trench 1-” under the terms of article 1 of Law No. 25,300 and its complementary regulations. In case securities’ holders receive payments in local bank checking accounts, such tax may apply.
Pursuant to Law No. 27,432, dated December 29, 2017, this tax will be applied until December 31, 2022. Moreover, according to this law, the Government may provide that the percentage of this tax that on the effective date of this law (i.e. December 30, 2017) is not computable as payment on account of income tax, it is progressively reduced by up to 20% per year as of January 1, 2018, and it can be established that, in 2022, it can be completely calculated as a payment on account of the income tax.
Turnover Tax
Turnover tax is a local tax levied on gross income earned from an activity during the year and it is applied by each provincial jurisdiction or the City of Buenos Aires. Any investors regularly engaged in activities, or presumed to be engaged in activities, in any provincial jurisdiction or in the City of Buenos Aires where they receive revenues from interest arising from holding notes, or from their sale or conveyance, could be subject to the turnover tax at rates that vary according to the specific laws of each Argentine province and of the City of Buenos Aires, unless an exemption applies.
There is a system of Collection and Control over Credits on Bank Accounts (“SIRCREB”) that enables the compliance of the turnover tax collection’s regimes, applicable over the amounts credited in Argentine bank accounts. The regimes vary according to the specific laws of each Argentine province. The aliquots to apply depend on each one of the treasuries with a range that can currently reach 5%.
Buenos Aires Tax Code, Section 180(1), third paragraph, sets forth that revenues from any transaction on notes issued in accordance with Law No. 23,576, the interest collected and updates accrued and the selling price in case of a transfer, shall be exempt provided the income tax exemption is applicable.
The Province of Buenos Aires Tax Code sets forth a similar exemption in Section 207 (c), second paragraph.
Considering the autonomous authority vested in each provincial jurisdiction in connection with tax matters, any potential effects derived from these transactions must be analyzed, in addition to the tax treatment established by other provincial jurisdictions. Potential investors must consider the effects of the turnover tax and the SIRCREB regime depending on the local jurisdictions involved. Also, as certain jurisdictions have excluded the application of these regimes on certain financial transactions, holders shall verify the existence of any exclusion to these regimes in accordance with the jurisdiction involved.
Stamp Tax
The stamp tax is a local tax that is generally levied on the consummation of onerous transactions executed within a certain provincial jurisdiction or outside a certain provincial jurisdiction but with effects in such jurisdiction.
Notwithstanding the fact that the stamp tax is a local tax, for Buenos Aires City, the acts, contracts and transactions, including money delivery or receipt transactions, related to the issuance, subscription, placement and transfer of notes, issued pursuant to the Negotiable Obligations Law regime are exempted from application of this tax. This exemption shall include the creation of any real or personal guarantees in favor of investors or third-parties guaranteeing the issuance, either prior to, simultaneous with or subsequently to such issuance.
This exemption also covers security rights related to issuances. However, this exemption is forfeited if, within a 90-calendar days term, the relevant authorization is not requested for the public offering of such securities before the CNV.
The acts and/or instruments related to the trading of shares and other securities duly authorized for public offering by the CNV are exempted from application of stamp tax in the City of Buenos Aires. This exemption is also ineffective if the circumstances mentioned in the last sentence of the previous paragraph occur.
In turn, in the Province of Buenos Aires, any acts, contracts, transactions, including money delivery or receipt transactions, related to the issuance, subscription, placement and transfer of notes issued pursuant to the Negotiable Obligations Law regime and Law No. 23,962 are exempted from application of this tax. This exemption shall include the creation of any real or personal guarantees in favor of investors or third-parties guaranteeing the issuance, either prior to, simultaneous with or subsequently to such issuance.
Considering the autonomous authority vested in each provincial jurisdiction in connection with tax matters, any potential effects derived from these transactions must be analyzed, in addition to the tax treatment established by the other provincial jurisdictions. Potential investors must consider the stamp tax impact depending on the local jurisdictions involved.
Transfer Taxes
The Province of Buenos Aires passed Law No. 14,044, approved on September 23, 2009 and published in the Argentine Official Gazette on October 16, 2009, whereby it imposed a Tax on Gratuitous Transfer of Assets (“TGTA”), effective as of January 1, 2011.
The basic aspects of the TGTA are:
TGTA is applicable to any enrichment resulting from gratuitous transfers, including: inheritances, legacies, donations anticipated, or any other event that implies a gratuitous monetary enrichment.
The tax is payable by individuals and legal entities that are beneficiaries of a gratuitous transfer of assets.
For taxpayers domiciled in the Province of Buenos Aires, the tax is levied on the total amount of the gratuitous enrichment, in respect of property situated both in and outside of the Province of Buenos Aires. Instead, for taxpayers domiciled outside of the Province of Buenos Aires, the tax is levied only on the gratuitous enrichment resulting from the transmission of assets located within the Province of Buenos Aires.
The following types of property, which may be freely transferred, are deemed situated in the Province of Buenos Aires (i) securities and shares of stock, notes, membership or equity interests and other negotiable instruments representing capital stock, issued by governmental or private entities and companies domiciled in the Province of Buenos Aires; (ii) securities, shares of stock and other negotiable instruments issued by private entities or companies domiciled in a different jurisdiction that were physically situated in the Province of Buenos Aires at the time of their transmission; and (iii) securities, shares of stock and other negotiable instruments representing capital stock or its equivalent issued by entities or companies domiciled in another jurisdiction which are also physically situated in another jurisdiction, in proportion to the issuer´sissuer’s assets situated in the Province of Buenos Aires.
The gratuitous transfer of assets is exempt from tax when their aggregate value, excluding deductions, exemptions and exclusions, is equal to or lower than Ps. 269,000Ps.269,000 and it rises to Ps. 1,120,000Ps.1,120,000 when the transfer is done between parents, children and spouses.
Step‑up rates from 1.6026% to 8.7840% have been established, based on the degree of kinship and taxable base involved.
The Province of Entre Ríos, pursuant to provincial Law No. 10,553, dated December 13, 2017, has revoked its provincial TGTA stated by virtue of Law No. 10,197.
As for the existence of the TGTA in other provinces, potential investors must analyze the tax consequences according to the jurisdictions involved in the specific case.
Court Taxes
In the event that it becomes necessary to institute legal actions in relation to our securities before a federal court in Argentina or the courts sitting in the City of Buenos Aires, a court tax will be imposed on the amount of any claim (currently at a rate of 3.0%). Certain court and other taxes could be imposed on the amount of any claim brought before the courts of the relevant province.
Treaties to avoidAvoid Double Taxation
Argentina has entered into tax treaties to avoid the double taxation with several countries (Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, México, Netherlands, Norway, Russia, Spain, Sweden, Switzerland, United Arab Emirates, United Kingdom and Uruguay). The agreement signed with United Arab Emirates is still undergoing the relevant ratification procedure.Quatar Qatar will be effective on 1/1/2022. There is currently no tax treaty in force between Argentina and the United States.States
Inflow of fundsFunds from Non‑Cooperative Jurisdictions
Non-cooperative jurisdictions are those countries or jurisdictions that do not have in force with the Government an agreement for the exchange of information on tax matters or a treaty to avoid international double taxation with a broad clause for the exchange of information. Likewise, those countries that, having an agreement of this type in force, do not effectively comply with the exchange of information will be considered non-cooperative. The aforementioned treaties and agreements must comply with international standards of transparency and exchange of information on fiscal matters to which the Argentine Republic has committed itself. After the tax reform the white list system in force was replaced by a black list system. In this system, the Executive Branch would have to prepare and update a list of the countries considered as non-cooperative based on the aforementioned criteria. As of today, the United States is considered a cooperating country.
According to the legal assumption established by Law No. 11,683 Section 18.1 as it is amended, incoming funds from non-cooperative jurisdictions are considered unjustified net worth increases for the local receiver.
Unjustified net worth increases are subject to the following taxes:
Income tax would be assessed on 110% of the amount of funds transferred;
VAT would be assessed on 110% of the amount of funds transferred. Even though the concept “income arising from” is not clear, it could be construed as any fund transfer;
from an account in a non-cooperative jurisdiction, or from a bank account opened outside of a non-cooperative jurisdiction but owned by an entity located in a non-cooperative jurisdiction; or
to a bank account located in Argentina or to a bank account opened outside of Argentina but owned by an Argentina tax resident.
Notwithstanding the above, the Law provides that the Federal Administration of Public Revenues can accept those funds that derived from activities genuinely performed by an Argentine taxpayer, or by a third party in said jurisdiction.
With respect to the application of the abovementionedabove-mentioned legal presumption on incoming funds from jurisdictions considered as low or null tax jurisdictions (defined under section 15.3 of the Argentine Income Tax Law) further clarifications are expected to be issued by the implementing decree of the Tax Reform.
THE ABOVE SUMMARY DOES NOT REPRESENT A FULL ANALYSIS OF ALL THE TAX CONSEQUENCES AND DOES NOT ADDRESS ALL OF THE ARGENTINE TAX CONSEQUENCES THAT MAY BE APPLICABLE DERIVED FROM THE OWNERSHIP OF NEGOTIABLE OBLIGATIONS. POTENTIAL HOLDERS AND BUYERS SHOULD CONSULT THEIR OWN TAX ADVISERS REGARDING THEIR PARTICULAR TAX CONSEQUENCES. IT DOES NOT PURPORT TO BE A COMPREHENSIVE DESCRIPTION OF ALL THE ARGENTINE TAX CONSIDERATIONS THAT MAY BE RELEVANT TO A DECISION TO PURCHASE, OWN OR DISPOSE OUR SHARES. IN PARTICULAR, THIS SUMMARY DOES NOT DESCRIBE ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCALITY, MUNICIPALITY OR TAXING JURISDICTION OTHER THAN CERTAIN FEDERAL LAWS OF ARGENTINA.
United States Taxes
General. This following discussion is a summary of U.S. federal income tax consequences generally applicable to a U.S. holder (as defined below) who holds our Class B Shares or ADSs. It applies to a U.S. holder only if such holder holds our Class B Shares or ADSs as “capital assets” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”) and is not a member of a special class of holders subject to special rules, including: a dealer in securities; a trader in securities that elects to use a mark-to-market method of accounting for his or her securities holdings; a tax-exempt organization; a life insurance company; a person liable for alternative minimum tax; a person that actually or constructively owns 10% or more of the voting power or value of our aggregate shares outstanding; a person that holds Class B Shares or ADSs as part of a hedging or straddle or conversion transaction; a person that purchases or sells Class B Shares or ADSs as part of a wash sale for tax purposes; a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) and partners or members therein; or a person whose functional currency is not the U.S. dollar.
This discussion is based on the Code, its legislative history, existing and proposed regulations, published rulings and court decisions, and the laws of Argentina all as currently in effect. These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Class B Shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding Class B Shares or ADSs should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in Class B Shares or ADSs.
A holder is a U.S. holder if such holder is a beneficial owner of Class B Shares or ADSs and such holder is: a citizen or resident of the United States; a domestic corporation or other entity taxable as such; an estate whose income is subject to U.S. federal income tax regardless of its source; or a trust, if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.
In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, a holder of ADRs evidencing ADSs will be treated as the owner of the underlying Class B Shares represented by those ADSs, and exchanges of Class B Shares for ADRs, and ADRs for Class B Shares, will not be subject to U.S. federal income tax.
This discussion does not generally address any aspects of U.S. taxation other than federal income taxation. Holders of Class B Shares or ADSs are urged to consult their tax advisors regarding the U.S. federal, state and local tax consequences of owning and disposing of the Class B Shares or ADSs in their particular circumstances.
Taxation of Dividends. Under the United States federal income tax laws, and subject to the passive foreign investment company (“PFIC”) rules discussed below, a U.S. holder must include in his or her gross income the gross amount of any dividend that we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). If the holder is a non-corporate U.S. holder, dividends that constitute qualified dividend income will be taxable at the preferential rates applicable to long-term capital gains; provided that the Class B Shares or ADSs are held for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and certain other holding period requirements are met. Provided that we are not a PFIC, for the year in which a dividend is paid or the preceding taxable year, dividends that are paid with respect to the ADSs that are readily tradable on an established securities market in the United States are qualified dividend income. Under this rule, we expect that the dividends we pay with respect to the ADSs will be qualified dividend income. Because the Class B Shares are not readily tradable on an established securities market in the United States, it is unclear whether dividends paid with respect to the Class B Shares will also be qualified dividend income.
The holder must include any Argentine tax withheld from the dividend payment in this gross amount even though the holder does not in fact receive it. The holder must include the gross amount of dividends in income when the holder, in the case of Class B Shares, or the depositary, in the case of ADSs, receives the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-taxable return of capital to the extent of a holder’s basis in the Class B Shares or ADSs and thereafter as capital gain.
The amount of the dividend distribution that a holder must include in his or her income will be the U.S. dollar value of the peso payments made, determined at the spot peso/U.S. dollar rate on the date such dividend distribution is includible in such holder’s income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date a holder includes the dividend payment in income to the date such payment is converted into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.
For foreign tax credit purposes, the dividend will generally be income from sources outside the United States. Dividends will, depending on the holder’s circumstances, generally be either “passive” or “general” income, for purposes of computing the foreign tax credit allowable to the holder. Subject to certain limitations, the Argentine tax withheld and paid over to Argentina will generally be creditable or deductible against your U.S. federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates.
However, it is likely that no U.S. foreign tax credit will be allowed to U.S. holders of Class B Shares or ADSs in respect of any personal property or similar tax imposed by Argentina (or any taxing authority thereof or therein) (for example, if such tax is not treated as an income tax for U.S. federal income tax purposes). The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions, involve the application of complex rules that depend on a U.S. holder’s particular circumstances. All U.S. holders should consult their own tax advisors regarding the creditability or deductibility of such taxes.
Taxation of Capital Gains. Subject to the PFIC rules discussed below, a U.S. holder that sells or otherwise disposes of Class B Shares or ADSs will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount realized and his or her tax basis (determined in U.S. dollars) in such Class B Shares or ADSs. Capital gain of a non-corporate U.S. holder is generally taxed at preferential rates where the holder has a holding period greater than one year. The gain or loss generally will be income or loss from sources within the U.S. for foreign tax credit limitation purposes.
As discussed in the previous paragraph, it is possible that a U.S. holder who sells or purchases the Class B Shares or ADSs may be subject to Argentine tax upon such sale or acquisition. If the seller is legally libleliable for the tax and the seller pays this tax, then the seller should be able to claim a foreign tax credit for U.S. federal income tax purposes in an amount equal to the amount of the tax, subject to generally applicable limitations. However, because the gain from a sale or other disposition of Class B Shares or ADSs will be U.S. source income, such seller would need a sufficient amount of other foreign source income that is untaxed, or that is taxed at a tax rate that is sufficiently lower than the U.S. tax rate applicable to such seller, in order to be able to claim this foreign tax credit. Additionally, if an Argentine tax is withheld on the sale or other disposition of Class B Shares or ADSs, then the seller must include the amount of such tax withheld in the amount realized upon the sale or disposition, even though the seller does not in fact receive it. If the purchaser is legally liable for the tax, then the purchaser will likely not be entitled to receive any tax credit in the United States in respect of the payment of any such taxes.
PFIC Rules. In general, a non-U.S. corporation will be classified as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes, if either (i) 75% or more of its gross income consists of certain types of “passive” income or (ii) 50% or more of the fair market value of its assets (determined on the basis of a quarterly average) produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the shares. We do not believe that we were a PFIC for the taxable year ended December 31, 2017. We do not anticipate being a PFIC for our current taxable year, although we can make no assurances in this regard. Our status as a PFIC in any year depends on our assets and activities in that year. We have no reason to believe that our assets or activities will change in a manner that would cause us to be classified as a PFIC for the current taxable year or for any future year, however this is a factual determination that is made annually and thus may be subject to change.
If we were to be treated as a PFIC, unless a U.S. holder makes a valid election to be taxed annually on a mark-to-market basis with respect to the Class B Shares or ADSs, gain realized on the sale or other disposition of the shares or ADSs would in general not be treated as capital gain. Instead, the U.S. holder would be treated as if he had realized such gain and certain “excess distributions” ratably over the holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, Class B Shares or ADSs will be treated as stock in a PFIC if we were a PFIC at any time during the holding period of a U.S. holder. In addition, dividends received from us will not be eligible for the special tax rates applicable to qualified dividend income if we are treated as a PFIC (or are treated as a PFIC with respect to a U.S. holder) either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. Additionally, U.S. holders owning our ADSs or Class B Shares may be subject to certain reporting obligations with respect to our ADSs or Class B Shares for years in which we were a PFIC.
If we were to be treated as a PFIC, we do not intend to provide the information necessary for U.S. holders of our ADSs or Class B Shares to make “qualified electing fund,” or QEF, elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.
Each U.S. holder should consult its own tax advisors concerning the U.S. federal income tax consequences of holding and disposing of our ADSs or Class B Shares if we were, are or become classified as a PFIC, including the possibility of making a mark-to-market election.
Information Reporting and Backup Withholding. Dividend payments with respect to ADSs or Class B Shares and proceeds from the sale, exchange or redemption of ADSs or Class B Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply to you, however, if you furnish a correct taxpayer identification number and make any other required certification or that are otherwise exempt from backup withholding. U.S. holders that are required to establish their exempt status generally must provide such certification on IRS Form W-9. You should consult your tax advisor regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding can be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information in a timely manner.
Individual U.S. holders and certain entities may be required to submit to the IRS certain information with respect to his or her beneficial ownership of the ADSs or Class B Shares, if such ADSs or Class B Shares are not held on his or her behalf by a financial institution. This law also imposes penalties if an individual U.S. holder is required to submit such information to the IRS and fails to do so. All U.S. holders are urged to consult their tax advisors regarding the application of information reporting rules to them.
THE DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES ABOVE IS NOT TAX ADVICE AND IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF ADSS OR CLASS B SHARES. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF OWNERSHIP AND DISPOSITION OF ADSS OR CLASS B SHARES.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the CNV and BYMA and file reports and other information relating to our business, financial condition and other matters with the CNV and BYMA. You may read such reports, statements and other information, including our publicly filed Financial Statements, at the public reference facilities of the CNV and BYMA maintained in Buenos Aires. We are also required to file annual and special reports and other information with the SEC. You may read and copy any documents filed by us at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC will also be available to the public at the offices of the NYSE, 11 Wall Street, New York, New York 10005.
We have appointed Citibank NA to act as depositary for our ADRs. For so long as our ADRs are deposited with the depositary, we will furnish the depositary with our annual reports and summaries of all notices of general meetings of shareholders and other reports and communications that are made generally available to our shareholders.
The depositary will, as provided in the Deposit Agreement, arrange for the mailing of summaries in English of such reports and communications to all record holders of our ADRs. Any record holder of ADRs may read such reports, notices, or summaries thereof, and communications at the depositary’s office. The depositary’s office is located at 388 Greenwich Street – 6th Floor New York, NY 10013.
Whenever a reference is made in this Annual Report to a contract or other document of ours, please be aware that such reference is not necessarily complete and that you should refer to the exhibits that are a part of the Annual Report for a copy of the contract or other document. You may review a copy of the Annual Report at the SEC’s public reference room in Washington, D.C.
I. Subsidiary Information
Not applicable.
Market risk represents the risk of loss that may impact our consolidated financial position, results of operations or cash flows due to adverse changes in financial market prices and interest rates. We are exposed to market risk in the areas of interest rates, foreign currency exchange and commodity prices. This discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors. Uncertainties that are either non-financial or non-quantifiable, such as political, economic, tax, or other regulatory or credit risks, are not included in the following assessment of our market risks.
Interest Rate Risk
Our interest rate risk arises mainly from long-term borrowings. Borrowings issued at floating rates expose us to cash flow interest rate risk. Borrowings issued at fixed rates expose us to fair value interest rate risk.
As of the date of this Annual Report, our exposure to cash flow interest rate risk is limited due to the fact that 100% of our outstanding financial indebtedness bears fixed interest rates. Therefore, our exposure to market risk associated with changes in interest rates is limited to our financial assets which bear variable interest rate. Most of our financial assets bear fixed-rate interests.
We place our cash and current investments in high quality financial institutions in Argentina, and the United States of America. Our policy is to limit exposure with any one institution. Our temporary investments primarily consist of money market mutual funds, fixed-term deposits and public and private notes. The risk of these instruments is low given the short-term nature and high liquidity in well-known financial institutions.
The following table provides information regarding our assets and liabilities as of December 31, 2019,2020, according to its interest rate:
Financial assets (1) | Financial liabilities (2) | |||||||||||||||
Financial assets (1) | Financial liabilities (2) | (in thousands of pesos) | ||||||||||||||
| (in thousands of pesos) | ||||||||||||||||
| Fixed interest rate | 8,650,353 | 30,184,039 | 16,108,712 | 40,976,742 | ||||||||||||
| Variable interest rate | 1,038,402 | 1,021,325 | 3,179,938 | - | ||||||||||||
| Total | 9,688,755 | 31,205,364 | 19,288,650 | 40,976,742 | ||||||||||||
(1) | Includes short-term investments, fixed-term investments and bank accounts. Most of our trade receivables do not accrue interest. |
(2) | Includes loans, excluding issuance expenses and lease liabilities. |
As a consequence of the application of IAS 29, maintaining monetary assets generates loss of purchasing power, power; provided that such items are not subject to an adjustment mechanism that compensates to some extent the loss of purchasing power. This loss of purchasing power is included in the result of the period under gain on the net monetary position. On the contrary, maintaining monetary liabilities generates a gain in purchasing power, which are also included in such line item.
Our risk management policy is defined with the objective of reducing the impact of the loss of purchasing power. During the 2017,years ended December 31, 2020, 2019 and 2018 and 2019 fiscal years we have maintained a liability monetary position. As a consequence, we have recorded a net gain from exposure to inflation in the monetary items.
Foreign Exchange Exposure
Due to the fact that our entire financial indebtedness is denominated in U.S. dollars, any significant devaluation of the peso would result in an increase in the cost of paying our debt, and therefore, may have a material adverse effect on our results of operations. Our results of operations and financial condition are also sensitive to changes in the peso-U.S. dollar exchange rate because most of our capital expenditures, and the cost of natural gas used in our Liquids business are denominated in U.S. dollars.
Regarding the revenue derived from the Natural Gas Transportation segment, the tariffs charged by the Companyus are currently denominated in pesos. On the other hand, revenues in USU.S. dollars derived from the Liquids Production and Commercialization segment accounted for approximately 87%, 77%87 and 76%77% of the segment’s total revenues for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively. Total revenues denominated in Argentine Pesos accounted for 53%50%, 59%53% and 51%59% for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively.
Our financial risk management policies are defined with the objective of mitigating the impact that the variation in the exchange rate has on our position in foreign currency. For this purpose, alternative investment evaluations are regularly carried out to diversify investments in financial instruments portfolio between USU.S. dollar-denominated instruments or, although denominated in pesos, to obtain positive returns in real terms. We prioritize the placement of funds in U.S. dollar-denominated investments and since 2020, depositing such placements primarily abroad through the trading of financial instruments. We recorded a Ps 8,004 million loss generated by trading financial instruments to place foreign currency abroad.
Additionally, in the event that it is considered appropriate, we contract derivative financial instruments that allow us to hedge the fluctuation of the USU.S. dollar over long-term positions in such currency. During the years ended December 31, 2020, 2019 2018 and 2017,2018, we did not contract derivative financial instruments to cover this risk.
However, we managed to mitigate the impact on the exchange rate variation by placing funds in assets denominated in USU.S. dollars. As of December 31, 2019,2020, for mitigating this foreign exchange risk, 88%96% of our fund placements are denominated in U.S. dollars.
Our financial debt obligations denominated in foreign currency as of December 31, 2019,2020, amounted to U.S.$ 560.7521 million (Ps. 33,582.8(Ps.43.869 million). As of December 31, 2019,2020, we also had the equivalent of U.S.$ 74.322 million (Ps. 4,448.41,829 million) of trade and other payables denominated in U.S. dollars. Finally, U.S.$ 209.4235 million (Ps. 12,496.719.707 million) of our assets are denominated in U.S. dollars at such date. Therefore, our net liability position in U.S. dollars amounted to U.S.$ 425.7283 million as of December 31, 2019.2020.
Sensitivity Analysis Disclosure to Interest Rates and Exchange Rates
In view of the nature of our financial assets that bear variable interest, an immediate decrease of 100 basis points in the interest rate curve would not have a significant impact on their total value.
The potential financial expense loss (before income tax) in our net monetary liability position held as of December 31, 2019,2020, that would have resulted from a hypothetical, instantaneous and unfavorable 10% change in the peso/U.S. dollar exchange rates, would have been Ps. 2,564.92,534 million. This sensitivity analysis provides only a limited view of the market risk sensitivity of certain of our financial instruments. The actual impact of market foreign exchange rate changes on our financial instruments may differ significantly from the impact shown in the sensitivity analysis.
Our indebtedness accrues interest at a fixed rate. Therefore, we do not currently have an exposure to changes in interest rates, except as noted above with respect to the financial assets at a variable interest rate. The following table provides information presented in our reporting currency, pesos, with respect to our foreign exchange exposure. For debt obligations, the table presents principal cash flows and interest rates by expected maturity dates. For further information, see “Item 10. Additional Information—C. Material Contracts—Debt Obligations.”
Expected maturity date | Fair value(2) | |||||||||||||||||||||||||||
Overdue | 2020 | 2021 | 2022 | Thereafter | Total(6) | |||||||||||||||||||||||
(in millions of pesos) (1) | ||||||||||||||||||||||||||||
Debt denominated in U.S. dollars(1) (4) (5) | ||||||||||||||||||||||||||||
| Fixed rate | - | 2,021.3 | 2,021.3 | 2,021.3 | 34,998.2 | 41,062.1 | 26,266.9 | |||||||||||||||||||||
Interest rate (3) | 6.875 | % | 6.875 | % | 6.875 | % | ||||||||||||||||||||||
| Variable rate | - | 1,027.5 | - | - | - | 1,027.5 | 1,021.3 | |||||||||||||||||||||
Interest rate (6) | LIBOR + 1.95 | |||||||||||||||||||||||||||
Financial lease in U.S. dollars(1) (4)(5) | ||||||||||||||||||||||||||||
| Fixed rate | 90.4 | 447.9 | 448.0 | 448.0 | 1,611.8 | 3,046.1 | 2,377.4 | |||||||||||||||||||||
Expected maturity date | ||||||||||||||||||||||||||||
Overdue | 2021 | 2022 | 2023 | Thereafter | Total(6) | Fair value(2) | ||||||||||||||||||||||
(in millions of pesos) (1) | ||||||||||||||||||||||||||||
Debt denominated in U.S. dollars(1) (4) (5) | ||||||||||||||||||||||||||||
| Fixed rate | - | 2,840 | 2,840 | 2,840 | 46,260 | 54,780 | 37,583 | |||||||||||||||||||||
Interest rate(3) | 6.875 | % | 6.875 | % | 6.875 | % | ||||||||||||||||||||||
Financial lease in U.S. dollars(1) (4)(5) | ||||||||||||||||||||||||||||
| Fixed rate | 63 | 629 | 629 | 629 | 1,637 | 3,587 | 2,893 | |||||||||||||||||||||
(1) | Converted at the exchange rate as of December 31, |
(2) | For a detailed description of 2018 Notes, see “Item 10. Additional Information—C. Material contracts—Debt Obligations.” |
| (3) | For further information about limitations on our ability to make payments on our debt denominated in U.S. dollars see “Item 3. Key |
(4) | Includes future interest payments not accrued as of December 31, 2020. |
(5) | Contracted undiscounted cash flows. Thus, they do not reconcile to the amount disclosed on the statement of financial position. |
(6) | Corresponds to the pre-export finance totally paid as of the issuance of this Annual Report. |
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Currency and Exchange Rates” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Derivative Financial Instruments” for more information.
Commodity Price Risk
In the liquids production and commercialization segment, we are exposed to market risk in relation to price volatility of LPG and natural gasoline since they are subject to international prices (Mont Belvieu for LPG and NWE ARA for natural gasoline). Their prices have fluctuated in response to changing market forces. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Exports.”
Ethane is sold to PBB under a contract dated September 6, 2018, which will expire on December 27, 2027. The price under the contract is adjusted for several factors including the cost of natural gas, the natural gas price and transportation charges. The decrease in the international price of ethane has increased the gap between our sale price and the price offered by the alternative supplier of PBB.
For any given period, the liquids sales will be dependent on the international price of LPG and natural gasoline, taxes and other government tax impacts and production volumes. Accordingly, changes in international prices for the mentioned products only provide a broad indicator of changes in the net income of any fiscal year.
Based on the volume of sales for the year ended December 31, 2019,2020, the Company estimated that, other factors being constant, a decrease of U.S.$50/ton in the international price of LPG and natural gasoline, respectively, for the year ended December 31, 2020 would have decreased the 2019 Company’s net comprehensive income in its Liquids Production and Commercialization segment inby Ps. 1,153.12,019 million. An increase of U.S.$50/ton in the international price would have had the opposite effect.
American Depositary Shares
Fees and Charges Payable by a Holder of ADRs
Our ADSs are listed on the NYSE under the symbol “TGS.” Citibank NA is the Depositary of our ADSs pursuant to the Deposit Agreement. Each ADS represents the right to receive five shares.
Under the terms of the Deposit Agreement, as of the date of this Annual Report, an ADS holder may have to pay to the Depositary the fees specified in the table below.
The charges of the Depositary payable by investors are as follows:
| Service | Rate | By Whom Paid | |||||
Issuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in the Deposit Agreement. | Up to U.S. | Person receiving ADSs. | |||||
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason). | Up to U.S. | Person whose ADSs are being canceled. | |||||
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements). | Up to U.S. | Person to whom the distribution is made. | |||||
| Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs. | Up to U.S. | Person to whom the distribution is made. | |||||
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares). | Up to U.S. | Person to whom the distribution is made. | |||||
| ADS Services. | Up to U.S. | Person holding ADSs on the applicable record date(s) established by the Depositary. |
Disclosure for Fees Incurred in Past Annual Period. From January 1, 2019,2020, to April 27, 2020,2021, we received from the Depositary U.S.$. 0.9 0.5 million for the expenses incurred by us related to the administration and maintenance of the ADR program and investor relation activities.
PART II
No events required to be reported have occurred that materially affect TGS.
None.
A. Disclosure Controls and Procedures
We carried out an assessment under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2019.2020. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this assessment, our CEO and CFO concluded that our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
B. Management’s Annual Report on Internal Control Over Financial Reporting
Our management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with applicable IFRS as issued by the IASB.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019.2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this assessment, management concluded that, as of the end of fiscal year 2019,2020, our internal control over the financial reporting was effective.
C. Attestation Report of the Registered Public Accounting Firm
PwC and EY have jointly audited and reported on the effectiveness of our internal controls over financial reporting as of December 31, 2019,2020, as stated in their reports appearing herein.
D. Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting during 2019the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We have one audit committee financial expert serving on our Audit Committee. Our Board of Directors has identified Mr. Carlos Olivieri as an audit committee financial expert. Mr. Olivieri is an independent director within the meaning of Rule 10A-3 under the Exchange Act.
We have adopted a code of ethics (the “Code of Ethics”), applicable to all employees, including our principal executive, accounting and financial officers, and all directors. We will provide our Code of Ethics to any person without charge. Our Code of Ethics is available both on our website at http:https://www.tgs.com.ar/gobierno-corporativo/codigo-de-conducta and as an Exhibit to this Annual Reportinvestors/Corporate-governance and is part of our Integrity Programe.integrity program. The information on our website is not incorporated into this Annual Report.
Any waivers to the Code of Ethics for directors or executive officers requiring disclosure under the NYSE Standards will be disclosed on our website. For more information, see, “Item 16G. Corporate Governance.”
Audit and Non-Audit Fees
Fees billed in Current Currency, for professional services provided to us by PwC and EY, during the years ended December 31, 2020 and 2019 in each of the following categories are:
Year ended December 31, | ||||||||||||||||||||||||||||||||
PwC | EY | PwC | EY | |||||||||||||||||||||||||||||
2019 | 2018 | 2019 | 2018 | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||||
| (in thousands of pesos) | (in thousands of pesos) | |||||||||||||||||||||||||||||||
| Audit fees | 12,078.7 | 13,362.0 | 12,842.0 | 14,306.7 | 19,159 | 16,444 | 19,552 | 17,483 | ||||||||||||||||||||||||
| Audit-related fees | 385.9 | 5,700.6 | 403.2 | 3,342.9 | 2,004 | 525 | 1,543 | 549 | ||||||||||||||||||||||||
| Tax fees | 1,315.8 | 644.1 | - | - | 800 | 1,791 | 907 | - | ||||||||||||||||||||||||
| All other fees | 863.3 | 2,222.0 | 4,538.9 | 6,888.5 | - | 1,175 | 5,723 | 6,179 | ||||||||||||||||||||||||
| Total fees | 14,643.7 | 21,928.7 | 17,784.1 | 24,538.1 | 21,963 | 19,936 | 27,725 | 24,211 | ||||||||||||||||||||||||
Audit fees. Audit fees in the above table represent services rendered for the audit of our annual Financial Statements for Form 20-F, the review of our quarterly reports, and services provided by PwC and EY in connection with statutory and regulatory filings or engagements.
Audit-related fees. fees. Audit-related fees in the above table represent services in connection for its review of the regulatory presentations made to the CNV with respect to the global program issued in the CNV related to the issuance of our debt in Argentina and stock buyback.
Tax fees. fees. Tax fees in the above table represent income tax compliance services rendered by PwC, in connection with the Tax Reform.and tax due diligence services corresponding to a Bolivian business rendered by EY.
All other fees. All other fees in the above table represents fees related to advisory services on IT risk and compliance rendered by PwC, and on facilitating process improvement rendered by EY.
Audit Committee Pre-Approval Policies and Procedures
Consistent with SEC requirements regarding auditor independence, the Audit Committee pre-approves services prior to commencement of the specified service. Before the accountant is engaged to render audit or non-audit services, the engagement must be approved by the Audit Committee and the Audit Committee must pre-approve the provision of services by our principalindependent auditors prior to commencement of the specified service. The Audit Committee has delegated to its PresidentFinancial Expert the authority to grant pre-approvals to auditors’ services. The decision of the PresidentFinancial Expert to pre-approve a service is presented to the full Audit Committee at each of itsthe next scheduled meetings.
All audit fees, audit-related fees, tax fees and other fees, if any, are submitted to our Audit Committee for prior approval. The Audit Committee evaluates the scope of the work to be performed by our accountants and the fees for such work prior to their engagement.
Consequently, 100% of theall services and fees rendered by our principalindependent auditors in 2019during the year ended December 31, 2020 were approved by the Audit Committee prior to their engagement to perform such work.
The General Annual Shareholders´ Meeting designates the external auditor.
None.
Item 16E. | Purchases of Registered Equity Securities of the Issuer by the Issuer and Affiliated Purchasers |
Issuer Purchases of Equity Securities
On May 9, 2018, our Board of Directors approved the First Share Repurchase Program. Considering our solid cash and investment position, this share repurchase program was approved due to the distortion evidenced by our economic value and its current business and those derived from projects under development, and the price of the quotation of its shares in the market.
Considering the realized gains that arose from our condensed interim financial statements for the three-month period ended in March 31, 2018, our Board determined the maximum amount to be invested in Ps. 1,700,000,000Ps.1,700 million stated at its original value. The deadline within which the acquisitions were carried out expired on September 10, 2018.
| Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||
| 5/11/2018 – 5/31/2018 | 811,624 | 17.19 | 4,058,120 | 6,043,022 | ||||||||||||
| 6/1/2018 – 6/30/2018 | 550,175 | 15.45 | 2,750,875 | 8,441,031 | ||||||||||||
| 7/1/2018 – 7/31/2018 | 359,536 | 13.69 | 1,797,680 | 5,726,035 | ||||||||||||
| 8/1/2018 – 8/31/2018 | 316,347 | 13.18 | 1,581,735 | 4,926,463 | ||||||||||||
| 9/1/2018 – 9/10/2018 | 65,400 | 12.07 | 327,000 | 8,708,255 | ||||||||||||
| 2,103,082 | 10,515,140 | |||||||||||||||
Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||
5/11/2018 – 5/31/2018 | 811,624 | 17.19 | 4,058,120 | (2 | ) | |||||||||||
| 6/1/2018 – 6/30/2018 | 550,175 | 15.45 | 2,750,875 | (2 | ) | |||||||||||
| 7/1/2018 – 7/31/2018 | 359,536 | 13.69 | 1,797,680 | (2 | ) | |||||||||||
| 8/1/2018 – 8/31/2018 | 316,347 | 13.18 | 1,581,735 | (2 | ) | |||||||||||
| 9/1/2018 – 9/10/2018 | 65,400 | 12.07 | 327,000 | (2 | ) | |||||||||||
| 2,103,082 | 10,515,410 | |||||||||||||||
(1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
(2) | For up to Ps. 1,700 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
The Second Share Repurchase Program was made with realized gains, as shown in the condensed interim financial statements as of September 30, 2018. The deadline within which the acquisitions were carried out expired on March 5, 2019.
| Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||||||||||||||
| 10/1/2018 – 10/31/2018 | 610,974 | 13.64 | 3,054,870 | 8,095,486 | 610,974 | 13.64 | 3,054,870 | (2 | ) | |||||||||||||||||||||||
| 12/1/2018 – 12/31/2018 | 6,100 | 13.43 | 30,500 | 4,123,872 | 6,100 | 13.43 | 30,500 | (2 | ) | |||||||||||||||||||||||
| 617,074 | 3,085,370 | 617,074 | 3,085,370 | |||||||||||||||||||||||||||||
(1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
(2) | For up to Ps. 1,800 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
The Third Share Repurchase Program for a total amount up to Ps. 1,500,000,000Ps.1,500 million stated at its original value was approved by our Board of Directors on March 27, 2019. It expired and was replaced by the Fourth Share Repurchase Program on August 26, 2019.
| Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||||||||||||||
| 04/1/2019 – 04/30/2019 | 724,275 | 10.73 | 3,621,375 | 7,244,077 | 724,275 | 10.73 | 3,621,375 | (2 | ) | |||||||||||||||||||||||
| 05/1/2019 – 05/31/2019 | 636,037 | 11.08 | 3,180,185 | 16,803,442 | 636,037 | 11.08 | 3,180,185 | (2 | ) | |||||||||||||||||||||||
| 08/1/2019 – 08/26/2019 | 1,063,706 | 9.06 | 5,318,530 | 14,857,953 | 1,063,706 | 9.06 | 5,318,530 | (2 | ) | |||||||||||||||||||||||
| 2,424,018 | 12,120,090 | 2,424,018 | 12,120,090 | |||||||||||||||||||||||||||||
(1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
(2) | For up to Ps. 1,500 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
On August 26, 2019, our Board of Directors approved the Fourth Share Repurchase Program for a total amount up to Ps. 3,200,000,000Ps.3,200 million stated at its original value. On November 19, 2019 the Fourth Share Repurchase Program was canceled and replaced by the Fifth Share Repurchase Program with a maximum amount to invest of Ps. 4,000,000,000.
| Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||||||||||||||
| 08/28/2019 – 08/31/2019 | 460,000 | 7.81 | 2,300,000 | 4,266,259 | 460,000 | 7.81 | 2,300,000 | (2 | ) | |||||||||||||||||||||||
| 09/01/2019 – 09/30/2019 | 284,785 | 7.94 | 1,423,925 | 22,954,729 | 284,785 | 7.94 | 1,423,925 | (2 | ) | |||||||||||||||||||||||
| 11/01/2019 – 11/20/2019 | 644,120 | 6.27 | 3,220,600 | 10,800,521 | 644,120 | 6.27 | 3,220,600 | (2 | ) | |||||||||||||||||||||||
| 1,388,905 | 6,944,525 | 1,388,905 | 6,944,525 | |||||||||||||||||||||||||||||
(1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
(2) | For up to Ps. 3,200 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
On November 19, 2019, our Board of Directors approved the Fifth Share Repurchase Program for a total amount up to Ps. 4,000,000,000Ps.4,000 million stated at its original value. On March 6, 2020 the Fifth Share Repurchase Program was canceled and replaced by the Sixth Share Repurchase Program with a maximum amount to invest of Ps. 2,500,000,000.
Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||
| 11/21/2019 – 11/30/2019 | 401,000 | 6.04 | 2,005,000 | (2 | ) | |||||||||||
| 12/01/2019 – 12/31/2019 | 932,231 | 5.97 | 4,661,155 | (2 | ) | |||||||||||
| 01/01/2020 – 01/31/2020 | 1,455,121 | 6.56 | 7,275,605 | (2 | ) | |||||||||||
| 02/01/2020 – 02/28/2020 | 555,098 | 6.21 | 2,775,490 | (2 | ) | |||||||||||
| 3,343,450 | 16,717,250 | |||||||||||||||
| Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||
| 11/21/2019 – 11/30/2019 | 401,000 | 6.04 | 2,005,000 | 18,105,419 | ||||||||||||
| 12/01/2019 – 12/31/2019 | 932,231 | 5.97 | 4,661,155 | 34,274,490 | ||||||||||||
| 01/01/2020 – 01/31/2020 | 1,455,121 | 6.56 | 7,275,605 | 14,310,693 | ||||||||||||
| 02/01/2020 – 02/28/2020 | 555,098 | 6.21 | 2,775,490 | 9,913,620 | ||||||||||||
| 3,343,450 | 16,717,250 | |||||||||||||||
(1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
(2) | For up to Ps. 4,000 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
On March 6, 2020, the Sixth Share Repurchase Program was approved with a maximum amount to invest of Ps. 2,500,000,000.Ps.2,500 million.
| Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||||||||||||||
| 03/09/2020 – 03/31/2020 | 1,087,375 | 4.53 | 5,436,875 | 11,967,981 | 1,649,875 | 4.98 | 8,249,375 | (2 | ) | |||||||||||||||||||||||
| 04/01/2020 – 04/22/2020 | 391,918 | 4.43 | 1,959,590 | 11,838,846 | ||||||||||||||||||||||||||||
| 1,479,293 | 7,396,465 | |||||||||||||||||||||||||||||||
| 04/01/2020 – 04/30/2020 | 620,668 | 4.41 | 3,103,340 | (2 | ) | |||||||||||||||||||||||||||
| 05/01/2020 – 05/31/2020 | 386,000 | 4.32 | 1,930,000 | (2 | ) | |||||||||||||||||||||||||||
| 08/01/2020 – 08/31/2020 | 149,100 | 4.593 | 745,500 | (3 | ) | |||||||||||||||||||||||||||
| 09/01/2020 – 09/30/2020 | 861,300 | 4.4191 | 4,306,500 | (3 | ) | |||||||||||||||||||||||||||
| 10/01/2020 – 10/31/2020 | 426,805 | 4.5231 | 2,134,025 | (3 | ) | |||||||||||||||||||||||||||
(1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
(2) | For up to Ps. 2,500 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
(3) | For up to Ps. 3,000 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
On August 21, 2020 the Sixth Share Repurchase Program was canceled and replaced by the Seventh Share Repurchase Program with a maximum amount to invest of Ps.3,000 million. It expired on March 22, 2021.
Period | Average price paid per share (Ps.) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | |||||||||
| 08/01/2020 – 08/31/2020 | 120.812 | 117,557 | (2 | ) | ||||||||
| 09/01/2020 – 09/30/2020 | 117.146 | 250,091 | (2 | ) | ||||||||
| 10/01/2020 – 10/31/2020 | 147.269 | 249,897 | (2 | ) | ||||||||
(1) | Correspond to the sum of common shares purchased in BYMA. |
(2) | For up to Ps. 3,000 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
None.
Our corporate governance practices are governed by:
applicable Argentine law (particularly, the General Companies Act),
the standards of BYMA,
Capital Markets Law and Decree No. 1,023/2013,
the standards of the CNV,
our By-laws,
our integrity program and other internal control policies and procedures, and
certain rules of the NYSE applicable to listed foreign private issuers.
We have securities that are registered with the SEC and listed on the NYSE and, consequently, we are subject to the rules and regulations of the NYSE.
Under the Corporate Governance Standards issued by the NYSE Standards, non-U.S. companies are permitted, in general, to follow their home country corporate governance practices in lieu of the provisions included in such standards. However, non-U.S. companies must comply with sections 303A.06, 303A.11 and 303A.12(b) and (c).
Our Corporate Governance Guidelines are available on our website www.tgs.com.ar.
According to Section 303A.11 of the NYSE Standards, foreign private issuers must disclose any significant ways in which their corporate governance practices differ from those followed by U.S. issuers. Accordingly, the following list reflects such differences:
Directors
According to NYSE Standards, listed companies must have a majority of independent directors. Argentine law does not require a majority of independent directors, but does require at least two independent directors on the Audit Committee. At our Board of Directors meeting held on April 27, 2020,20, 2021, three independent directors, meeting the independence criteria set forth under SEC regulations and NYSE Standards (but under CNV regulations, two qualify as independents) were appointed to the Audit Committee. We also have three alternate directors who qualify as independent.
Meeting of Non-Management Directors
According to NYSE requirements, non-management directors must meet at regularly scheduled executive sessions without management. None of Argentine law, the CNV Rules or our By-laws requires that any such meetings be held. Under Argentine law, a board of directors must meet at least once every three months.
Nominating/Corporate Governance Committee
U.S. listed companies must have a nominating/corporate governance committee composed entirely of independent directors. Argentine law and regulations do not require us to have a nominating or corporate governance committee.
Compensation Committee
U.S. listed companies must have a compensation committee composed entirely of independent directors. Argentine law and regulations do not require this committee. However, our Audit Committee is required to give an opinion about the reasonableness of directors’ fees and stock option plans (if applicable), as proposed by our Board of Directors, and the feecompensation paid to members of our Board of Directors is approved by our shareholders at their ordinary annual meeting.
Audit Committee
According to SEC regulations and NYSE Standards, listed companies must have an audit committee consisting of a minimum of three independent members. The members of the Audit Committee must be financially literate or must acquire such financial knowledge within a reasonable period and at least one of its members shall have expertise in accounting or financial management. Also, if a member of the Audit Committee is simultaneously a member of the Audit Committee of more than three public companies, and the listed company does not limit the number of Audit Committees on which its members may serve, then, in each case the Board of Directors shall determine whether the simultaneous service would prevent such member from effectively serving on the listed company’s Audit Committee, and shall disclose its decision in the annual proxy statement of the company or in the company’s annual report filed with the SEC.
Argentine law requires an Audit Committee to be comprised of at least three members with a majority of independent members. Pursuant to CNV standards, Audit Committee members are required to have knowledge in business, financial or accounting matters and issues. In addition, CNV standards require the training of Audit Committee members in the practice areas that would permit them to carry out their duties on the Audit Committee. Messrs. Carlos Olivieri, Carlos Alberto Di Brico and Luis Rodolfo Secco are independent directors under SEC regulations and NYSE standards.Standards. Mr. Carlos Alberto Di Brico and Luis Rodolfo Secco are independent directors under CNV regulations.
Mr. Carlos Olivieri qualifies as a “financial expert” within the meaning of Item 16A of Form 20-F. See “Item 16A. Audit Committee Financial Expert.” The Audit Committee’s functions and duties are similar to those required by the NYSE. Furthermore, Argentine law does not limit the number of audit committees on which a member of its Audit Committee may serve.
Code of Conduct
According to Section 303A.10 of the NYSE Standards, listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. In October 2005, our Board of Directors approved a “Code of Conduct” with the purpose of introducing SEC rules applicable to foreign registrants. Such code applies to all Board of Directors’ members, Audit Committee members, senior management, and employees, with no exceptions. Our Code of Conduct is available to the public on our website and as an Exhibit to this Annual Report. Our Code of Conduct is currently an annex of the integrity program.
CEO’s Certification
Each listed company’s CEO must annually certify to the NYSE that he or she is not aware of any violation by the company of the NYSE’s corporate governance listing standards. There is no such requirement under Argentine law.
Not applicable.
The registrant has responded to Item 18 in lieu of responding to this Item.
The following Financial Statements are filed as part of this Form 20-F:
Transportadora de Gas del Sur S.A.
| Page | |
| Reports of independent registered public accounting firms | F-1 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 | F-5 |
| Consolidated Statements of Financial Position as of December 31, 2020, 2019 | F-6 |
| Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 | F-7 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 | F-8 |
| Notes to Consolidated Financial Statements for the year ended December 31, | F-9 |
Item 19. | Exhibits |
Exhibit No. | |
Corporate Charter and By-laws.(8) | |
By-laws Amendments.(1) | |
Indenture dated May 2, 2018, entered into among TGS, Delaware Trust Company as trustee, co-registrar, paying agent and transfer agent, and Banco Santander Rio S.A., as registrar, Argentine paying agent, Argentine transfer agent and representative of the trustee in Argentina, relating to the issuance of TGS’s Class 2, 6.750% senior notes due 2025.(2) | |
Officers’ Certificate establishing the terms of TGS’ 6.750% Notes Due 2025.(2) | |
| Description of Securities Registered under Section 12 of the Exchange Act. | |
CIESA Shareholders’ Agreement.(3) | |
CIESA’s Fourth Amendment to the Restructuring Agreement.(5) | |
CIESA’s Settlement Agreement.(4) | |
Technical Assistance Service Agreement between TGS and Pampa Energía, dated December 26, 2017.(2) | |
Financial lease agreement between Petrobras Argentina and TGS, dated July 25, 2016. | |
| List of TGS’s Subsidiaries. | |
Code of Ethics.(3) |
Exhibit No. | |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Audit Committee Charter.(7) |
| (1) | Amendment incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, |
| (2) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2018 (Commission File No. 1-13396). |
| (3) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2005 (Commission File No. 1-13396). |
| (4) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2012 (Commission File No. 1-13396). |
| (5) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2010 (Commission File No. 1-13396). |
| (6) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2017 (Commission File No. 1-13396). |
| (7) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2003 (Commission File No. 1-13396). |
| (8) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year-ended December 31, 2001 (Commission File No. 1-13396). |
We agree to furnish to the SEC upon request any instrument with respect to long-term debt that we have not filed as an exhibit pursuant to the exemption provided by instruction 2(b)(i) to Item 19 of Form 20-F.
Pursuant to the requirements of Section 12 of the U.S. Securities Exchange Act of 1934, as amended, the registrant hereby certifies that it meets all of the requirements for filing this Annual Report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
TRANSPORTADORA DE GAS DEL SUR S.A. | ||||
(Registrant) | ||||
By: | ||||
/s/ Oscar José Sardi | ||||
Name: | Oscar José Sardi | |||
Title: | Chief Executive Officer | |||
/s/ Alejandro M. Basso | ||||
Name: | Alejandro M. Basso | |||
Title: | Chief Financial Officer and Services Vice President | |||
Dated: April 27, 2021 | ||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
To the Board of Directors and Shareholders of
Transportadora de Gas del Sur S.A.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Transportadora de Gas del Sur S.A. and its subsidiaries (together the “Company”) as of December 31, 20192020 and 2018,2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2019,2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192020 and 2018,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2019,2020, based on criteria established in the Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 29, 202027, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of long-lived assets related to Property, Plant & Equipment of Natural Gas Transportation and Other services cash-generating units
Description of the matter
At December 31, 2020, the Company’s book value of Property, Plant & Equipment (“PPE”) related to Natural Gas Transportation and Other services cash-generating units was Argentine Pesos 92,074.4 million. At December 31, 2020, the Company has recognized an impairment loss in PPE related to the Natural Gas Transportation cash-generating unit of Argentine pesos 3,114.1 million before income tax. As discussed in Note 5 (a) to the consolidated financial statements, PPE is tested to assess whether an impairment or reversal of a previous impairment, is required when significant changes that took place during the period, or that will take place in the near future indicate that the recoverable value of the PPE amounts may be affected. An asset’s recoverable amount is the higher of the fair value less costs to sell that asset, and its value-in-use. The value in use is calculated based on discounted future cash flows, which are prepared for each cash generating unit considering, among others, significant assumptions relating to future tariff adjustments based on negotiations with the regulator, future expectation of the need of Vaca Muerta fields gas producers to evacuate untreated natural gas, discount rate and expected future macroeconomic variables such as inflation and foreign exchange rates.
The principal consideration for our determination that performing procedures relating to the impairment of long-lived assets related to PPE of Natural Gas Transportation and Other services cash-generating units is a critical audit matter is that there was significant judgment by management in estimating the value in use of the cash-generating units. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate the significant assumptions in the value in use estimate, including future tariff adjustments based on negotiations with the regulator, future expectation of the need of Vaca Muerta fields gas producers to evacuate untreated natural gas, discount rate and expected future macroeconomic variables such as inflation and foreign exchange rates. In addition, the audit effort involved professionals with specialized skill and knowledge to assist in performing the audit procedures and evaluating the audit evidence obtained.
How we addressed the matter in our audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These audit procedures included obtaining an understanding, evaluating the design and testing the operating effectiveness of controls over the management’s impairment review process, including controls over the review of the significant assumptions. These audit procedures also included, among others, evaluating the estimation methodology and testing the aforementioned significant assumptions and the completeness, accuracy, and relevance of underlying data used. The significant assumptions were compared with available economic trend data. The historical accuracy of management’s estimates was evaluated and sensitivity analyses of significant assumptions were performed to evaluate the changes in the value in use that would result from changes in the assumptions; the arithmetical accuracy of the discounted cash flows model was evaluated and the disclosures in the consolidated financial statements were assessed. Professionals with specialized skill and knowledge were involved to assist in the evaluation of the methodology and the significant assumptions used in the future cash flows estimated by management.
| /s/ Price Waterhouse & Co. S.R.L. | /s/ Pistrelli, Henry Martin y Asociados S.R.L |
| PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L | |
| /s/Fernando Alberto Rodriguez | Member of Ernst & Young Global |
Price Waterhouse & Co. S.R.L ("PwC") has served as the Company’s sole auditor since 2012. PwC and Pistrelli, Henry Martin y Asociados S.R.L have served as the Company’s joint auditors since 2017.
Buenos Aires, Argentina
April 27, 2021
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
To the Board of Directors and Shareholders of
Transportadora de Gas del Sur S.A.
Opinion on the Internal Control over Financial Reporting
We have audited Transportadora de Gas del Sur S.A. and its subsidiaries (together the “Company”) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America) (“PCAOB”), the consolidated statements of financial position of the Company as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes, and our report dated April 27, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’sCompany's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the Management’s Annual Report on Internal Control over Financial Reporting under Item 15. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ Price Waterhouse & Co. S.R.L. | /s/ Pistrelli, Henry Martin y Asociados S.R.L | |
| PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L | ||
| /s/Fernando Alberto Rodriguez | Member of Ernst & Young Global |
Price Waterhouse & Co. S.R.L (“PwC”("PwC") has served as the Company’s sole auditor since 2012. PwC and Pistrelli, Henry Martin y Asociados S.R.L have served as the Company’s joint auditors since 2017
Buenos Aires, Argentina
April 29, 202027, 2021
F-4
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
(Stated in thousands of pesos as described in Note 3 and 4.d. except for share and per share information)
| Notes | 2019 | 2018 | 2017 | |||||||||||||
| Revenues | 8.h. | 48,561,494 | 52,399,423 | 30,694,588 | ||||||||||||
| Cost of sales | 8.i. | (24,375,503 | ) | (24,902,866 | ) | (18,360,946 | ) | |||||||||
| Gross profit | 24,185,991 | 27,496,557 | 12,333,642 | |||||||||||||
| Administrative expenses | 8.j. | (1,260,300 | ) | (1,479,580 | ) | (1,128,936 | ) | |||||||||
| Selling expenses | 8.j. | (3,039,557 | ) | (2,714,682 | ) | (1,241,883 | ) | |||||||||
| Other operating expenses | 8.l. | (127,526 | ) | (1,370,319 | ) | (417,803 | ) | |||||||||
| Operating profit | 19,758,608 | 21,931,976 | 9,545,020 | |||||||||||||
| Net financial results | ||||||||||||||||
| Financial income | 8.k. | 8,535,154 | 14,628,724 | 1,068,656 | ||||||||||||
| Financial expenses | 8.k. | (17,700,134 | ) | (22,763,300 | ) | (3,020,602 | ) | |||||||||
| Other financial results | 8.k. | 113,387 | 1,900,589 | 422,363 | ||||||||||||
| Gain on net monetary position | 8.k. | 6,154,172 | 1,855,519 | 716,821 | ||||||||||||
| Total | (2,897,421 | ) | (4,378,468 | ) | (812,762 | ) | ||||||||||
| Share of (loss) / profit from associates | 11 | (31,858 | ) | 28,008 | 33,291 | |||||||||||
| Net income before income tax | 16,829,329 | 17,581,516 | 8,765,549 | |||||||||||||
| Income tax (expense) / benefit | 14 | (4,024,211 | ) | (20,261 | ) | 81,650 | ||||||||||
| Total comprehensive income for the year | 12,805,118 | 17,561,255 | 8,847,199 | |||||||||||||
| Total comprehensive income attributable to: | ||||||||||||||||
| Owners of the Company | 12,805,105 | 17,561,249 | 8,847,196 | |||||||||||||
| Non-controlling interests | 13 | 6 | 3 | |||||||||||||
12,805,118 | 17,561,255 | 8,847,199 | ||||||||||||||
| Weighted average of outstanding ordinary shares * | 776,121,341 | 788,405,563 | 794,495,283 | |||||||||||||
| Basic and diluted earnings per share | 16.50 | 22.27 | 11.14 | |||||||||||||
| Notes | 2020 | 2019 | 2018 | |||||||||||||
| Revenues | 8.h. | 55,871,438 | 66,111,903 | 71,336,882 | ||||||||||||
| Cost of sales | 8.i. | (27,565,705 | ) | (33,184,953 | ) | (33,902,908 | ) | |||||||||
| Gross profit | 28,305,733 | 32,926,950 | 37,433,974 | |||||||||||||
| Administrative expenses | 8.j. | (1,682,792 | ) | (1,715,780 | ) | (2,014,309 | ) | |||||||||
| Selling expenses | 8.j. | (2,967,744 | ) | (4,138,071 | ) | (3,695,784 | ) | |||||||||
| Other operating results | 8.l. | 99,829 | (173,614 | ) | (1,865,560 | ) | ||||||||||
| Impairment of PPE | 12 | (3,114,056 | ) | - | - | |||||||||||
| Operating profit | 20,640,970 | 26,899,485 | 29,858,321 | |||||||||||||
| Net financial results | ||||||||||||||||
| Financial income | 8.k. | 5,515,421 | 11,619,809 | 19,915,631 | ||||||||||||
| Financial expenses | 8.k. | (18,194,361 | ) | (24,097,066 | ) | (30,990,090 | ) | |||||||||
| Other financial results | 8.k. | (6,774,779 | ) | 154,366 | 2,587,473 | |||||||||||
| Gain on net monetary position | 8.k. | 6,482,061 | 8,378,326 | 2,526,114 | ||||||||||||
| Total | (12,971,658 | ) | (3,944,565 | ) | (5,960,872 | ) | ||||||||||
| Share of profit /(loss) from associates | 11 | 21,310 | (43,372 | ) | 38,130 | |||||||||||
| Net income before income tax | 7,690,622 | 22,911,548 | 23,935,579 | |||||||||||||
| Income tax expense | 14 | (4,404,423 | ) | (5,478,585 | ) | (27,583 | ) | |||||||||
| Total comprehensive income for the year | 3,286,199 | 17,432,963 | 23,907,996 | |||||||||||||
| Total comprehensive income attributable to: | ||||||||||||||||
| Owners of the Company | 3,286,190 | 17,432,945 | 23,907,988 | |||||||||||||
| Non-controlling interests | 9 | 18 | 8 | |||||||||||||
| Total comprehensive income for the year | 3,286,199 | 17,432,963 | 23,907,996 | |||||||||||||
| Total comprehensive income per share attributable to owners of the Company: | ||||||||||||||||
| Weighted average of outstanding ordinary shares * | 762,371,755 | 776,121,341 | 788,405,563 | |||||||||||||
| Basic and diluted earnings per share | 4.31 | 22.46 | 30.32 | |||||||||||||
*The weighted average of the number of shares considers the effect of the weighted average of the changes originated in the transactions with treasury shares made during the year.
The accompanying notes are an integral part of these consolidated financial statements.
F-5
TRANSPORTADORA DE GAS DEL SUR S.A.
AS OF DECEMBER 31, 2020 AND 2019
(Stated in thousands of pesos as described in Note 3 and 4.d.)
| Notes | 2019 | 2018 | Notes | 2020 | 2019 | |||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||
| Property, plant and equipment | 12 | 74,552,728 | 59,510,863 | 12 | 98,873,425 | 101,496,521 | ||||||||||||||||||
| Investments in associates | 9 | 78,660 | 111,790 | 9 | 128,395 | 107,088 | ||||||||||||||||||
| Other financial assets at amortised cost | 8.m. | 5,403 | 13,476 | 8.m. | 13,759,012 | 7,356 | ||||||||||||||||||
| Deferred income tax asset | 14 | 15,600 | 6,967 | 14 | 24,672 | 21,238 | ||||||||||||||||||
| Other receivables | 8.a. | 9,004 | 12,665 | 8.a. | 9,557 | 12,258 | ||||||||||||||||||
| Total non-current assets | 74,661,395 | 59,655,761 | 112,795,061 | 101,644,461 | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||
| Other receivables | 8.a. | 2,898,077 | 4,096,646 | 8.a. | 2,167,847 | 3,945,459 | ||||||||||||||||||
| Inventories | 307,640 | 554,218 | 571,502 | 418,823 | ||||||||||||||||||||
| Trade receivables | 8.b. | 6,473,759 | 4,791,109 | 8.b. | 6,147,453 | 8,813,414 | ||||||||||||||||||
| Contract assets | 177,269 | 241,012 | 119,990 | 241,335 | ||||||||||||||||||||
| Derivative financial instruments | 274,024 | 335,773 | - | 373,058 | ||||||||||||||||||||
| Other financial assets at amortised cost | 8.m. | 1,043,960 | 8,790 | 8.m. | 18,319 | 1,421,253 | ||||||||||||||||||
| Other financial assets at fair value through profit or loss | 8.n. | 2,120,788 | - | |||||||||||||||||||||
| Cash and cash equivalents | 8.c. | 9,765,201 | 25,605,137 | 8.c. | 4,653,406 | 13,294,402 | ||||||||||||||||||
| Total current assets | 20,939,930 | 35,632,685 | 15,799,305 | 28,507,744 | ||||||||||||||||||||
| Total Assets | 95,601,325 | 95,288,446 | 128,594,366 | 130,152,205 | ||||||||||||||||||||
| EQUITY | ||||||||||||||||||||||||
| Common stock | 28,349,861 | 28,224,365 | 37,040,489 | 38,595,667 | ||||||||||||||||||||
| Treasury shares | 366,086 | 491,582 | 2,053,570 | 498,392 | ||||||||||||||||||||
| Cost of adquisition of treasury shares | (730,764 | ) | (2,185,845 | ) | ||||||||||||||||||||
| Cost of acquisition of treasury shares | (3,715,523 | ) | (994,866 | ) | ||||||||||||||||||||
| Additional paid-up capital | (791,712 | ) | - | (1,077,841 | ) | (1,077,841 | ) | |||||||||||||||||
| Legal reserve | 1,922,444 | 1,000,251 | 3,488,875 | 2,617,227 | ||||||||||||||||||||
| Future capital expenditures reserve | - | 107,453 | ||||||||||||||||||||||
| Future dividends reserve | - | 1,525,444 | ||||||||||||||||||||||
| Reserve for capital expenditures, acquisition of treasury shares and/or dividends | 5,351,123 | - | 24,950,853 | 7,285,050 | ||||||||||||||||||||
| Accumulated retained earnings | 13,616,403 | 18,440,641 | 3,286,190 | 18,537,451 | ||||||||||||||||||||
| Non-controlling interests | 28 | 15 | 31 | 38 | ||||||||||||||||||||
| Total equity | 48,083,469 | 47,603,906 | 66,026,644 | 65,461,118 | ||||||||||||||||||||
| LIABILITES | ||||||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||
| Deferred tax liabilities | 14 | 4,778,114 | 3,427,531 | 14 | 7,473,264 | 6,504,952 | ||||||||||||||||||
| Contract liabilities | 8.d. | 2,926,826 | 2,259,876 | 8.d. | 4,052,127 | 3,984,598 | ||||||||||||||||||
| Loans | 13 | 31,860,717 | 31,003,715 | 13 | 42,932,658 | 43,375,367 | ||||||||||||||||||
| Total non-current liabilities | 39,565,657 | 36,691,122 | 54,458,049 | 53,864,917 | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||
| Provisions | 15 | 589,118 | 570,977 | 15 | 860,702 | 802,029 | ||||||||||||||||||
| Contract liabilities | 8.d. | 219,801 | 199,333 | 8.d. | 317,985 | 299,238 | ||||||||||||||||||
| Other payables | 8.e. | 287,659 | 124,103 | 8.e. | 301,974 | 391,621 | ||||||||||||||||||
| Taxes payables | 8.f. | 353,183 | 311,083 | 8.f. | 348,474 | 480,825 | ||||||||||||||||||
| Income tax payable | 18,329 | 3,759,987 | 1,392,188 | 24,953 | ||||||||||||||||||||
| Payroll and social security taxes payable | 8.n. | 648,451 | 590,156 | 8.n. | 1,147,988 | 882,805 | ||||||||||||||||||
| Loans | 13 | 1,722,087 | 681,225 | 13 | 936,766 | 2,344,459 | ||||||||||||||||||
| Trade payables | 8.g. | 4,113,571 | 4,756,554 | 8.g. | 2,803,596 | 5,600,240 | ||||||||||||||||||
| Total current liabilities | 7,952,199 | 10,993,418 | 8,109,673 | 10,826,170 | ||||||||||||||||||||
| Total liabilities | 47,517,856 | 47,684,540 | 62,567,722 | 64,691,087 | ||||||||||||||||||||
| Total equity and liabilities | 95,601,325 | 95,288,446 | 128,594,366 | 130,152,205 | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018 (Stated in thousands of pesos as described in Note 3 and 4.d.) |
| Shareholders Contributions | Retained Earnings | Shareholders Contributions | Retained Earnings | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Outstanding shares | Treasury shares | Reserve for | Outstanding shares | Treasury shares | Reserve for | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock | Inflation adjustment to common stock | Common stock (1) | Inflation adjustment to common stock (1) | Acquisition cost of treasury shares (1) | Additional paid-up capital (1) | Total common stock | Legal reserve | Future dividends Reserve | Future capital expenditures reserve | capital expenditures, acquisition of treasury shares and/or dividends | Accumulated retained earnings | Subtotal | Total | Non-Controlling interests | Total | Common stock | Inflation adjustment to common stock | Common stock (1) | Inflation adjustment to common stock (1) | Acquisition cost of treasury shares (1) | Additional paid-up capital (2) | Total common stock | Legal reserve | Future dividends Reserve | Future capital expenditures reserve | capital expenditures, acquisition of treasury shares and/or dividends | Accumulated retained earnings | Subtotal | Total | Non-Controlling interests | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2016* | 794,495 | 27,921,452 | - | - | - | - | 28,715,947 | 944,177 | 31,414 | 115,648 | - | 233,799 | 1,325,038 | 30,040,985 | 26 | 30,041,011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Resolutions of the Ordinary and Extraordinay Shareholders´ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 26, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - Legal reserve | - | - | - | - | - | - | - | 56,074 | - | - | - | (56,074 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - Future dividends reserve | - | - | - | - | - | - | - | - | 2,364,126 | - | - | (2,364,126 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - Derecognition of reserves | - | - | - | - | - | - | - | - | - | (8,195 | ) | - | 8,195 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends payment to non-controlling interest | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (11 | ) | (11 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | - | - | 8,847,196 | 8,847,196 | 8,847,196 | 3 | 8,847,199 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2017 * | 794,495 | 27,921,452 | - | - | - | - | 28,715,947 | 1,000,251 | 2,395,540 | 107,453 | - | 6,668,990 | 10,172,234 | 38,888,181 | 18 | 38,888,199 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2017* | 794,495 | 38,299,564 | - | - | - | - | 39,094,059 | 1,361,748 | 3,261,302 | 146,287 | - | 9,079,202 | 13,848,539 | 52,942,598 | 25 | 52,942,623 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Resolutions of the Ordinary and Extraordinay Shareholders´ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 10, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - Future Dividends reserve | - | - | - | - | - | - | - | - | 5,789,598 | - | - | (5,789,598 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends distribution | - | - | - | - | - | - | - | - | (6,659,694 | ) | - | - | - | (6,659,694 | ) | (6,659,694 | ) | - | (6,659,694 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - Future dividends reserve | - | - | - | - | - | - | - | - | 7,881,993 | - | - | (7,881,993 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends payment | - | - | - | - | - | - | - | - | (9,066,547 | ) | - | - | - | (9,066,547 | ) | (9,066,547 | ) | - | (9,066,547 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares purchase | (13,601 | ) | (477,981 | ) | 13,601 | 477,981 | (2,185,845 | ) | - | (2,185,845 | ) | - | - | - | - | - | - | (2,185,845 | ) | - | (2,185,845 | ) | (13,601 | ) | (655,642 | ) | 13,601 | 655,642 | (2,975,822 | ) | - | (2,975,822 | ) | - | - | - | - | - | - | (2,975,822 | ) | - | (2,975,822 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends distribution to non-controlling interest | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (9 | ) | (9 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-Controlling interests dividends payment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (13 | ) | (13 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | - | - | 23,907,988 | 23,907,988 | 23,907,988 | 8 | 23,907,996 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2018 * | 780,894 | 37,643,922 | 13,601 | 655,642 | (2,975,822 | ) | - | 36,118,237 | 1,361,748 | 2,076,748 | 146,287 | - | 25,105,197 | 28,689,980 | 64,808,217 | 20 | 64,808,237 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | - | 17,561,249 | 17,561,249 | 17,561,249 | 6 | 17,561,255 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2018 | 780,894 | 27,443,471 | 13,601 | 477,981 | (2,185,845 | ) | - | 26,530,102 | 1,000,251 | 1,525,444 | 107,453 | - | 18,440,641 | 21,073,789 | 47,603,891 | 15 | 47,603,906 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Resolutions of the Ordinary Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Resolutions of the Ordinary and Extraordinay Shareholders´ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 11, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Reserve | - | - | - | - | - | - | - | 922,193 | - | - | - | (922,193 | ) | - | - | - | - | - | - | - | - | - | - | - | 1,255,479 | - | - | - | (1,255,479 | ) | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends payment (2) | - | - | - | - | - | - | - | - | - | - | - | (9,185,852 | ) | (9,185,852 | ) | (9,185,852 | ) | - | (9,185,852 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends payment | - | - | - | - | - | - | - | - | - | - | - | (12,505,672 | ) | (12,505,672 | ) | (12,505,672 | ) | - | (12,505,672 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reserve for capital expenditures, acquisition of treasury shares and/or dividends | - | - | - | - | - | - | - | - | - | - | 9,154,195 | (9,154,195 | ) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 12,462,575 | (12,462,575 | ) | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derecognition of reserves | - | - | - | - | - | - | - | - | (1,525,444 | ) | (107,453 | ) | - | 1,632,897 | - | - | - | - | - | - | - | - | - | - | - | - | (2,076,748 | ) | (146,287 | ) | - | 2,223,035 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Treasury shares distribution (2) | 29,445 | 860,761 | (29,445 | ) | (860,761 | ) | 4,045,739 | (791,712 | ) | 3,254,027 | - | - | - | (3,228,002 | ) | - | (3,228,002 | ) | 26,025 | - | 26,025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends payment (2) | - | - | - | - | - | - | - | - | - | - | (575,070 | ) | - | (575,070 | ) | (575,070 | ) | - | (575,070 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares distribution | 29,445 | 1,182,487 | (29,445 | ) | (1,182,487 | ) | 5,507,893 | (1,077,841 | ) | 4,430,052 | - | - | - | (4,394,621 | ) | - | (4,394,621 | ) | 35,431 | - | 35,431 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends payment | - | - | - | - | - | - | - | - | - | - | (782,904 | ) | - | (782,904 | ) | (782,904 | ) | - | (782,904 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares purchase | (25,731 | ) | (738,979 | ) | 25,731 | 738,979 | (2,590,658 | ) | - | (2,590,658 | ) | - | - | - | - | - | - | (2,590,658 | ) | - | (2,590,658 | ) | (25,731 | ) | (1,015,350 | ) | 25,731 | 1,015,350 | (3,526,937 | ) | - | (3,526,937 | ) | - | - | - | - | - | - | (3,526,937 | ) | - | (3,526,937 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | - | - | 12,805,105 | 12,805,105 | 12,805,105 | 13 | 12,805,118 | - | - | - | - | - | - | - | - | - | - | - | 17,432,945 | 17,432,945 | 17,432,945 | 18 | 17,432,963 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | 784,608 | 27,565,253 | 9,887 | 356,199 | (730,764 | ) | (791,712 | ) | 27,193,471 | 1,922,444 | - | - | 5,351,123 | 13,616,403 | 20,889,970 | 48,083,441 | 28 | 48,083,469 | 784,608 | 37,811,059 | 9,887 | 488,505 | (994,866 | ) | (1,077,841 | ) | 37,021,352 | 2,617,227 | - | - | 7,285,050 | 18,537,451 | 28,439,728 | 65,461,080 | 38 | 65,461,118 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Resolutions of the Ordinary Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 21, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Reserve | - | - | - | - | - | - | - | 871,648 | - | - | - | (871,648 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reserve for capital expenditures, acquisition of treasury shares and/or dividends | - | - | - | - | - | - | - | - | - | - | 24,950,853 | (24,950,853 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derecognition of reserves | - | - | - | - | - | - | - | - | - | - | (7,285,050 | ) | 7,285,050 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-Controlling interests dividends payment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (16 | ) | (16 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares purchase | (31,847 | ) | (1,523,331 | ) | 31,847 | 1,523,331 | (2,720,657 | ) | - | (2,720,657 | ) | - | - | - | - | - | - | (2,720,657 | ) | - | (2,720,657 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | - | - | 3,286,190 | 3,286,190 | 3,286,190 | 9 | 3,286,199 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2020 | 752,761 | 36,287,728 | 41,734 | 2,011,836 | (3,715,523 | ) | (1,077,841 | ) | 34,300,695 | 3,488,875 | - | - | 24,950,853 | 3,286,190 | 31,725,918 | 66,026,613 | 31 | 66,026,644 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
* The Company has applied IFRS 15 and IFRS 9 for the first time on January 1, 2018. In accordance with the transition methods chosen, the comparative information has not been modified. See Note 4.a)
(1) As of December 31, 20192020 and 20182019 corresponds to 9,886,75541,734,225 and 13,600,7809,996,755 shares of par value Ps. 1 each, equivalent to 1.24%5.25% and 1,71%1.24% of the share capital, respectively. The acquisition cost of these shares amounted to Ps. 730,7643,715,523 and 2,185,845,994,866, respectively. See Note 19.b) to the consolidated financial statements.
(2) See Note 19.c).
The accompanying notes are an integral part of these consolidated financial statements.
F-7
TRANSPORTADORA DE GAS DEL SUR S.A.
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
(Stated in thousands of pesos as described in Note 3 and 4.d.)
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||||||||||||||||||||||||
| Total comprehensive income for the year | 12,805,118 | 17,561,255 | 8,847,199 | 3,286,198 | 17,432,963 | 23,907,996 | ||||||||||||||||||
| Reconciliation of total comprehensive income to cash flows provided by operating activities: | ||||||||||||||||||||||||
| Depreciation of property, plant and equipment | 3,695,615 | 3,419,820 | 3,107,746 | 6,161,233 | 5,031,234 | 4,655,763 | ||||||||||||||||||
| Derivative financial instrument results | 19,172 | (163,192 | ) | - | (449,575 | ) | 26,101 | (222,171 | ) | |||||||||||||||
| Disposal of property, plant and equipment | 100,858 | 243,851 | 202,165 | 34,890 | 137,308 | 331,980 | ||||||||||||||||||
| Share of profit / (loss) from associates | 31,858 | (28,008 | ) | (33,291 | ) | |||||||||||||||||||
| Share of (profit) / loss from associates | (21,310 | ) | 43,372 | (38,130 | ) | |||||||||||||||||||
| Increase in provisions | 266,775 | 299,656 | 333,693 | 325,140 | 363,189 | 407,953 | ||||||||||||||||||
| Interest expense accrual, net | 1,908,169 | 2,444,361 | 1,120,891 | 3,215,885 | 2,597,792 | 3,327,767 | ||||||||||||||||||
| Interest income on other financial assets other than cash and cash equivalents | (100,489 | ) | (694,566 | ) | (147,228 | ) | 7,785,189 | (136,806 | ) | (945,586 | ) | |||||||||||||
| Income tax | 4,024,211 | 20,261 | (81,650 | ) | 4,404,423 | 5,478,585 | 27,583 | |||||||||||||||||
| Impairment of PPE | 3,114,056 | - | - | |||||||||||||||||||||
| Acquisition of notes result | (399,356 | ) | - | - | ||||||||||||||||||||
| Doubtful accounts | 2,435 | 203,860 | (35,989 | ) | 95,067 | 3,315 | 277,537 | |||||||||||||||||
| Foreign exchange loss, net | 8,887,732 | 8,734,823 | 730,004 | 11,555,095 | 12,099,811 | 11,891,639 | ||||||||||||||||||
| Gain on net monetary position | (6,606,675 | ) | (5,926,962 | ) | (1,332,478 | ) | (7,019,379 | ) | (8,994,366 | ) | (8,069,001 | ) | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||||||||||||
| Trade receivables | (3,733,961 | ) | (2,286,449 | ) | (2,158,024 | ) | (303,769 | ) | (5,083,436 | ) | (3,112,785 | ) | ||||||||||||
| Other receivables | (1,838,443 | ) | (1,205,780 | ) | (576,187 | ) | (553,576 | ) | (2,502,867 | ) | (1,641,556 | ) | ||||||||||||
| Inventories | 52,634 | (362,774 | ) | 14,996 | (263,862 | ) | 71,656 | (493,883 | ) | |||||||||||||||
| Trade payables | 140,873 | 2,479,008 | 554,773 | 143,775 | 191,785 | 3,374,936 | ||||||||||||||||||
| Contract assets | (20,597 | ) | (241,012 | ) | - | 57,279 | (28,041 | ) | (328,115 | ) | ||||||||||||||
| Payroll and social security taxes | 264,815 | 228,332 | 150,694 | 499,537 | 360,521 | 310,853 | ||||||||||||||||||
| Taxes payables | (132,169 | ) | 76,873 | 16,798 | 6,300 | (179,936 | ) | 104,655 | ||||||||||||||||
| Other payables | 206,985 | 72,497 | 67,528 | 14,315 | 281,791 | 98,698 | ||||||||||||||||||
| Provisions | (7,590 | ) | 1,211 | (392,054 | ) | (8,073 | ) | (10,333 | ) | 1,649 | ||||||||||||||
| Interest paid | (2,039,877 | ) | (1,393,331 | ) | (464,817 | ) | (2,747,121 | ) | (2,777,101 | ) | (1,896,889 | ) | ||||||||||||
| Derivative financial instruments | 21,929 | (159,661 | ) | - | 661,634 | 29,854 | (217,363 | ) | ||||||||||||||||
| Income tax paid | (4,881,195 | ) | (4,273,266 | ) | (1,282,282 | ) | (1,166,812 | ) | (6,645,288 | ) | (5,817,649 | ) | ||||||||||||
| Contract liabilities | 430,781 | 634,525 | - | 86,724 | 586,468 | 863,846 | ||||||||||||||||||
| Advances from customers | - | - | (94,376 | ) | ||||||||||||||||||||
| Cash flows provided by operating activities | 13,498,964 | 19,685,332 | 8,548,111 | 28,513,907 | 18,377,571 | 26,799,727 | ||||||||||||||||||
CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||||||||||||||||||||
| Additions to property, plant and equipment | (15,932,000 | ) | (12,496,827 | ) | (2,986,295 | ) | (7,769,600 | ) | (21,689,918 | ) | (17,013,254 | ) | ||||||||||||
| Financial assets not considered cash equivalents | (711,899 | ) | 5,218,620 | (2,978,848 | ) | (22,318,287 | ) | (969,183 | ) | 7,104,660 | ||||||||||||||
| Cash flows used in investing activities | (16,643,899 | ) | (7,278,207 | ) | (5,965,143 | ) | (30,087,887 | ) | (22,659,101 | ) | (9,908,594 | ) | ||||||||||||
CASH FLOWS (USED IN) / PROVIDED BY FINANCING ACTIVITIES | ||||||||||||||||||||||||
| Payment of loans | - | (1,886,079 | ) | (92,109 | ) | (1,354,111 | ) | - | (2,567,719 | ) | ||||||||||||||
| Precancellation of loans | - | (7,378,176 | ) | - | ||||||||||||||||||||
| Payment of redemption of loans | - | - | (10,044,692 | ) | ||||||||||||||||||||
| Payment of leases | (18,751 | ) | - | - | - | (25,528 | ) | - | ||||||||||||||||
| Loans receive | 1,051,809 | 21,261,978 | - | |||||||||||||||||||||
| Payment of acquisition of treasury shares | (2,590,658 | ) | (2,185,845 | ) | - | |||||||||||||||||||
| Cost of acquisition of treasury shares | (2,720,657 | ) | (3,526,937 | ) | (2,975,822 | ) | ||||||||||||||||||
| Dividends paid | (9,760,922 | ) | (6,659,694 | ) | (9 | ) | (16 | ) | (13,288,576 | ) | (9,066,547 | ) | ||||||||||||
| Proceeds from loans | - | 1,431,939 | 28,946,182 | |||||||||||||||||||||
| Cost of acquisition of notes | (999,811 | ) | - | - | ||||||||||||||||||||
| Cash flows (used in) / provided by financing activities | (11,318,522 | ) | 3,152,184 | (92,118 | ) | (5,074,595 | ) | (15,409,102 | ) | 4,291,402 | ||||||||||||||
| NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS | (14,463,457 | ) | 15,559,309 | 2,490,850 | (6,648,575 | ) | (19,690,632 | ) | 21,182,535 | |||||||||||||||
| Cash and cash equivalents at the beginning of the year | 25,605,137 | 6,025,226 | 4,415,596 | 13,294,402 | 34,858,984 | 8,202,778 | ||||||||||||||||||
| Foreign exchange gain on Cash and cash equivalents | 3,721,043 | 10,287,800 | 346,132 | 760,625 | 5,065,846 | 14,005,871 | ||||||||||||||||||
| Monetary results effect on Cash and cash equivalents | (5,097,522 | ) | (6,267,198 | ) | (1,227,352 | ) | (2,753,047 | ) | (6,939,796 | ) | (8,532,200 | ) | ||||||||||||
| Cash and cash equivalents at the end of the year | 9,765,201 | 25,605,137 | 6,025,226 | 4,653,405 | 13,294,402 | 34,858,984 | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
For further information, see Note 6.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| 1. | BUSINESS DESCRIPTION |
Business Overview
Transportadora de Gas del Sur S.A. (“TGS” or the “Company”) is one of the companies created as a result of the privatization of Gas del Estado S.E. (“GdE”). TGS commenced operations on December 29,28, 1992 and it is mainly engaged in the Transportation of Natural Gas, and Production and Commercialization of natural gas Liquids (“Liquids”). TGS’s pipeline system connects major natural gas fields in southern and western Argentina with natural gas distributors and industries in those areas and in the greater Buenos Aires area. The natural gas transportation license to operate this system was exclusively granted to TGS for a period of thirty-five years (“the License”). TGS is entitled to a one-time extension of ten years provided that it has essentially met the obligations imposed by the License and by the Ente Nacional Regulador del Gas (National Gas Regulatory Body or “ENARGAS”). The General Cerri Gas Processing Complex (the “Cerri Complex”), where TGS processes natural gas by extracting liquids, was transferred from GdE along with the gas transmission assets. TGS also provides midstream services, which mainly consist of gas treatment, removal of impurities from the natural gas stream, gas compression, wellhead gas gathering and pipeline construction, operation and maintenance services. Also, telecommunications services are provided through the subsidiary Telcosur S.A. (“Telcosur”). These services consist of data transmission services through a network of digital terrestrial radio relay.
Subsequently, the corporate purpose of the Company was modified to incorporate the development of complementary activities, incidental, linked and / or derived from natural gas transportation, such as the generation and commercialization of electric power and the provision of other services for the hydrocarbon sector in general.
Major Shareholders
TGS’s controlling shareholder is Compañía de Inversiones de Energía S.A. (“CIESA”), which holds 51% of the common stock. CIESA is under joint control and in equal parts of: (i) Pampa Energía S.A. (“Pampa Energía”) with 50%; (ii) Grupo Inversor Petroquímica S.L. (member of the GIP Group, led by the Sielecki family) and PCT L.L.C. with the remaining 50%. Local and foreign investors hold the remaining ownership of TGS’s common stock. CIESA is under co-control of: (i) Pampa Energía S.A. (“Pampa Energía”), which holds 10% of CIESA’s common stock, (ii) CIESA Trust (whose trustee is Pampa Energía and whose beneficiary is PHA SAU, a wholly owned subsidiary of by Pampa Energía) (the “Trust”), who has a trust shareholding of 40% of the share capital of CIESA and (iii) Grupo Inversor Petroquímica S.L. (member of GIP Group, headed by Sielecki´s family; “GIP”), and PCT L.L.C. (“PCT”), which directly and together with WST S.A. (Member of Werthein Group, “WST”) indirectly through PEPCA S.A. (“PEPCA”), hold a 50% of the shareholding in CIESA in the following shares: GIP 27.10%, WST 4.58% and PCT 18.32%.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The following table shows the organizational structure, shareholders and related parties of TGS as of December 31, 2020:
Economic context
The Company operates in an economic context whose main variables have recently had a strong volatility as a consequence of health, political and economic events both domestically and internationally.
In recent years, the Argentine scenario has not been auspicious, from the political and economic instability since 2019, which increased the degree of distrust in the financial markets, to the negative implications of the pandemic. The Argentine economy was in a recessionary process and the outbreak of the quarantine derived from the pandemic in March 2020, described in the following section, made this scenario more complex.
The main macroeconomic issues of our country are as follows:
The country risk level (also known as Emerging Markets Bonds Index or EMBI) as of December 31, 2020 amounted to 1368 points.
Cumulative inflation between January 1, 2020 and December 31, 2020 reached 36.1% (Consumer Price Index - "CPI").
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Between January 1 and December 31, 2020, the peso depreciated 41% against the U.S. dollar, according to the exchange rate of the Banco de la Nación Argentina ("BNA"). Also, as of December 31, 2020, the gap with respect to alternative U.S. dollar quotes obtained in the market was close to approximately 70%.
The country faces certain monetary imbalances aggravated by the high level of monetary issuance as a result of the assistance measures adopted by the Government, thus putting pressure on the international reserves of the Central Bank of Argentina ("BCRA").
Economic activity decreased in 2020. Certain sectors show greater decreases in activity including the discontinuation of operations. In addition, unemployment has increased, according to the latest information provided by the National Institute of Statistics and Census (INDEC for its acronym in Spanish).
The drop in economic activity and the consequent reduction in tax collection has also produced a significant fiscal imbalance.
During 2020, Argentina successfully completed its debt swap with private creditors, which allows for a new debt cancellation program with the IMF, which is expected to take longer and may lead to tax, labor and pension reforms.
In this regard, as in other countries, the Argentine government has implemented a series of economic measures to mitigate the impact on the most vulnerable sectors and to sustain the economy:
The BCRA has strengthen foreign exchange controls (for further information, see "Note 16 - Financial Risk Management"), which also affect the value of foreign currency in existing alternative markets.
The Government has announced that it will end the tariff freeze policy for electricity and natural gas public services companies, initiating a new renegotiation process of the comprehensive tariff review ("RTI"). For further information, see "Note 17 - Regulatory framework".
In order to stimulate exports, several decrees were issued to temporarily reduce the current export withholding tax rates. For further information, see "Note 17 - Regulatory framework."
Several energy-related measures were defined in order to encourage production and reduce the impact on certain types of natural gas consumers. The most outstanding one refers to the establishment of the Argentine Natural Gas Production Promotion Plan - Supply and Demand Scheme 2020-2024 through Decree No. 892/2020 published on November 16, 2020 (the "Plan Gas.Ar").
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Various tax relief measures were established through the creation of tax moratoriums.
Several assistance programs were created for companies and individuals in order to guarantee their income, such as the Emergency Assistance Program for Work and Production ("ATP") for employers and workers affected by the health emergency and the Emergency Family Income ("IFE").
Dismissals without cause were prohibited and the public emergency in occupational matters and the obligation to pay a double compensation in cases of dismissal without just cause were established.
Impact of COVID-19 ("COVID") on TGS operations
So far in 2020, the spread of COVID has impacted a large number of countries with a significant level of severity. In March 2020, the World Health Organization (WHO) declared COVID a global pandemic. This brought relevant consequences including a major worldwide economic contraction whose impacts and scope are still unknown.
During this period, countries implemented a series of drastic measures including, among others, border closures and mandatory isolation of the population, paralyzing non-essential economic activity and causing a marked global economic recession. This resulted in organizations, and therefore TGS, taking similar measures to mitigate the risk to communities, employees and business operations.
While between May and August 2020, some steps to relax lockdown measures were taken in the European continent, as well as in several countries in Asia and Oceania, the main focus of the pandemic was on the American continent, where the level of infection grew steadily. However, since mid-September 2020, the number of infections has increased on the European continent, leading countries to resume certain measures that imply a retraction of the economy and an increase in volatility as a consequence of the uncertainty regarding the health situation. Meanwhile, a high level of contagion has been maintained in the Americas.
Currently, uncertainty has increased as a result of the discovery of new, more contagious strains of the virus, which has led countries to take extreme sanitary measures.
At the beginning of the pandemic, the Argentine Government implemented a series of measures aimed at reducing the circulation of the population, providing for preventive and mandatory social isolation since March 20, 2020, allowing the circulation of only those persons linked to the provision / production of essential services and products. Since that date, and although with certain flexibilities depending on the area of the country, such isolation was extended considering the epidemiological situation, until November 8, 2020 inclusive, date as from which the preventive and mandatory social distancing ("DISPO") was established, and then extended. Given the lately contagion increases, since April 8, 2021, certain social and travel restrictions were again imposed.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
In order to ensure the health of its personnel, the continuity of its operations, and to preserve its financial situation, the Company's management has taken a series of measures.
Although the activities carried out by the Company are considered essential, the situations described above have had an impact on the different business segments in which it operates, but without affecting their continuity.
In the Natural Gas Transportation segment, the Argentine Government by means of Presidential Decree No. 311/2020 (the "Decree 311", as amended by Decree No. 756/2020) ordered the suspension of public service cuts for non-payment for a term of 180 days, subsequently extended for a similar term and in force until December 31, 2020, and the implementation of several measures aimed at sustaining the income of those sectors of the economy that suffer the greatest impact. Both the aforementioned and the isolation measures have implied certain delays in the receipt of collections related to this business segment which, although it has improved recently, it cannot be guaranteed that this situation will continue in time. For further information regarding the Company's tariff situation, see "Note 17 - Regulatory Framework - Regulatory Framework of the Natural Gas Transportation segment".
In the Liquids Production and Commercialization segment, during the first half of 2020 the international reference prices of the Liquids produced and commercialize by the Company were impacted after, added to the negative impact of the development of COVID on the world supply and demand of products, the member countries of the Organization of Petroleum Exporting Countries ("OPEC") and the non-OPEC+ producers ("OPEC+") did not reach an agreement regarding oil production levels, all of which generated a scenario of lower prices during that period. However, as of the last quarter of 2020 and after the end of the year, international prices recovered sharply, even surpassing the prices in effect at the end of 2019. Likewise, in the domestic market, the price of natural gas at wellhead during the year 2020 has been significantly reduced, measured in U.S. dollars, which benefits the replacement cost of the plant thermal reduction ("RTP") for processing at the Cerri Complex. These factors, among others, have allowed the 2020 operating result of this segment to be higher than the one in previous year.
As for natural gas production, in the same period there was a 9% year-on-year drop, due to the limiting effects of the preventive and mandatory social isolation on the activity, combined with a higher autumn temperature. In this context, andthe Government has approved the Plan Gas.Ar, which, after the mandatefirst adjudication, determined an increase in the cost of President Alberto Fernández began, onnatural gas at the point of entry (“PIST”) to the transportation system for thermal generation and for gas distributors.
As for the Other Services segment, in 2020 the production and the price of natural gas at wellhead in the Neuquina basin maintained the trend described at the national level. These decreases, together with the macroeconomic situation in Argentina, continue to generate uncertainty regarding the production and development of natural gas in the Vaca Muerta area.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 23, 2019,31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
As of the National Congress passed Law No. 27,541 - “Lawdate of social solidarityissuance of these Consolidated Financial Statements, it is not possible to foresee the impact or duration of such situation of volatility and productive reactivation” (the “Solidarity Law”). This law, based onuncertainty, nor the public emergency, grants the Executive Branch broad legislative powers to create the necessary conditions for economic recovery and achieve fiscal sustainability.
In this lawregard, the Company evaluated the impairment indicators in accordance with IAS 36, and the recoverable value tests have been performed on certain assets included in Property, Plant and Equipment ("PPE"). The disclosures related to the test performed, assets involved and the result of the test are among others:included in Note 5.a. to these Consolidated Financial Statements.
The Company’s ManagementCompany's management permanently monitors the evolution of the situations that affectaffecting its business, in order to determine the possible actions to be taken and identify the possible impacteventual impacts on its financial situationposition and the results of its operation.operations. The Company's financial statements of the Company mustshould be read considering these circumstances.
| 2. | CONSOLIDATED FINANCIAL STATEMENTS |
TGS presents its consolidated financial statements including Telcosur S.A. (“Telcosur”) and CTG Energía S.A. (“CTG”), its consolidated subsidiaries, which are jointly referred to as “the Company”.
These consolidated financial statements were approved and authorized for issuance by the Company's Board of Directors on April 27, 2021.
| 3. | BASIS OF PRESENTATION |
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (“IASB”) and the International Financial Interpretations Committee (“IFRIC”), jointly the “IFRS”).
The CNV, in Title IV, Chapter III, Article 1 of the Rules has provided that listed companies must submit their condensed consolidated financial statements by applying Technical Resolution No. 26 of the Argentine Federation of Professional Councils of Economic Sciences ("FACPCE"), which adopts the International Financial Reporting Standards ("IFRS") issued by the IASB, its amendments and circulars for the adoption of IFRS that the FACPCE dictates in accordance with the provisions of that Technical Resolution.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The preparation of the consolidated financial statements in conformity with IFRS requires management to make accounting estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting fiscal year. Estimates are used when accounting for the allowance for doubtful accounts, income taxes, provisions for legal claims and others, depreciationdepreciations and recoverable value of assets. Actual results could be significantly different from such estimates.
The presentation in the statement of financial position distinguishes between current and non-current assets and liabilities. The assets and liabilities are those expected to be realized or settled within twelve months after the end of the reporting period under review, and those held for sale. The fiscal year begins on January 1 and ends on December 31 of each year. The economic and financial results are presented on a fiscal year basis.
Functional and presentation currency
The consolidated financial statements are stated in thousands of Argentine pesos (“Ps.” orOr “pesos”), which is the functional currency of the Company and its subsidiaries, unless otherwise stated. For further information, see Note 4.c.4.c).
| 4. | SIGNIFICANT ACCOUNTING POLICIES |
4.a) New accounting standards
4.a 1) New standards and interpretations issued by the IASB effective for the periodsyears beginning on or after January 1, 20192020 adopted by the Company
In October 2018 the IASB included certain amendments to IAS 1 “Presentation of financial statements” and IAS 8 “Accounting policies, changes in accounting estimates and errors” with the objective of clarifying the concept of materiality and aligning that definition with the amendments introduced in the Conceptual Framework.
These amendments are applied on prospective basis and are effective for annual periods beginning on or after January 1, 2020. Modifications to the concept of materiality have not had a significant impact on the Company's financial statements.
4.a.2) New IFRS issued that are not yet effective for the year beginning January 1, 2020.
The IFRS that potentially have an impact on the Company, which are not mandatory and have not been adopted early in the year beginning January 1, 2020, are listed below:
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Classification of debt as current and non-current (amendment to IAS 1)
On January 23, 2020, the IASB issued the classification of debt as current and non-current, which amends IAS 1 Presentation of Financial Statements. These amendments affect the requirements of IAS 1 for the presentation of debt.
Specifically, it clarifies the criteria for classifying debt as non-current. The date of application of the amendment was set for fiscal years beginning on or after January 1, 2023, with retroactive application. The Company is evaluating the impact of these amendments for the presentation of debt.
IAS 16 - Property, plant and equipment ("PPE")
In May 2020, the IASB issued an amendment to IAS 16 that prohibits entities from deducting from the cost of an item of PPE the revenue from the sale of items produced while bringing that asset into use. Instead, an entity shall recognize the revenue from the sale of such items, as well as the costs of production of those items, in profit or loss.
This amendment is effective for annual periods beginning on or after January 1, 2022 and should be applied retrospectively to items of PPE that are available for use from the beginning of the earliest period presented when the company first applies the amendment.
This amendment is not expected to have a significant impact on the Company.
IAS 37: "Onerous Contracts: Cost of Fulfilling a Contract".
In May 2020, the IASB issued amendments to IAS 37 to specify which costs an entity should include when assessing whether a contract is onerous.
These amendments clarify the meaning of "costs to fulfill a contract". Costs that relate directly to a contract for the supply of goods or services include both incremental costs and an allocation of costs directly related to contract activities.
These amendments are effective for annual reporting periods beginning on or after January 1, 2022 and are not expected to have a significant impact on the Company’s financial statements.Company.
| b) | Consolidation |
Subsidiaries
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. For this purpose and unless there are specific requirements, it is generally considered that TGS has control, when it has a participation equal to or greater than 50% of the available voting rights.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The accounting policies of the subsidiaries are consistent with the accounting policies adopted by the Company.
Inter-company transactions, balances and gain/losses from transactions between group companies are eliminated. Unrealized gain/losses are also eliminated.
Detailed data reflecting subsidiary control as of December 31, 20192020 and 20182019 is as follows:
| Company | % of shareholding and votes | Country | Closing date | Main activity | |||
| Telcosur | 99.98 | Argentina | December 31 | Telecommunication Services | |||
CTG (1) | 100.00 | Argentina | December 31 | Electricity related services | |||
| (1) | 100% of the shares of this company were acquired on August 8, 2017. At present, it is in the process of being transformed into S.A.U. |
For consolidation purposes for the year ended December 31, 20192020 and 2018,2019, the financial statements of Telcosur have been used at those dates. The subsidiary CTG does not record operations or significant assets and liabilities as of December 31, 20192020 and 2018.2019.
Associates
Associates are entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition.
The Company accounted for the investments in its associates, under the equity method on the basis on the financial statements as of September 30, 20192020 of Gas Link S.A. (“Link”), Transporte y Servicios de Gas en Uruguay SA (“TGU”) and Emprendimientos de Gas del Sur S.A. (“EGS”), under liquidation. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Company. The Company’s management is not aware of any significant subsequent events which affected the financial statements as of September 30, 20192020 of Link, TGU and EGS (in liquidation) from this date to December 31, 2019.2020.
Associates with negative equity are disclosed under “Other liabilities” to the extent that the Company has incurred legal or constructive obligations, or made payments on behalf of the associate, as of the date of the financial statements. Unrealized gains and losses resulting from transactions between TGS and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
In the table below, associates are disclosed, together with the percentage of shareholding and voting as of December 31, 20192020 and 2018:2019:
| Company | % of shareholding and voting | Country | Main activity | Closing date | |||
| TGU | 49.00 | Uruguay | Pipeline maintenance | December 31 | |||
| EGS (“in liquidation”) | 49.00 | Argentina | Pipeline exploitation and construction | December 31 | |||
| Link | 49.00 | Argentina | Pipeline exploitation and construction | December 31 | |||
Joint arrangement
As indicated in “Note 23 – Associates and Joint Arrangement”, on August 7, 2017, the Company proceeded to create a UT (similar to a joint operation) with SACDE Sociedad Argentina de Construcción y Desarrollo Estratégico S.A. (“SACDE”) (“UT”). This operation is evaluated as a joint agreement under the provisions included in “IFRS 11 - Joint Arrangements” since the parties have joint control of the operation, meaning that the decisions of the relevant activities are taken under the unanimous consent of the parties.
The Company has defined that the UT constitutes a joint operation given that it grants its participants a percentage of the rights over the assets and liabilities arising from each contract. Accordingly, the Company recognizes its share in the jointly operated assets, liabilities, revenues, costs and expenses.
Accounting policies applicable to the UT have been modified and adapted, if applicable, to ensure consistency with the policies adopted by the Company.
For further information regarding the UT, see Note 23.
| c) | Foreign currency translation |
Functional and presentation currency
The consolidated financial statements are presented in thousands of Argentine Pesos, which is the Company’s functional currency. Each subsidiary or associate determines its own functional currency based on the currency of the primary economic environment in which these entities operate.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange ratesrate prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the profit or loss for the year.
Foreign exchange gains and losses are presented in the statement of comprehensive income within financial income and financial expenses, as appropriate.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Associates
The functional currency of the associate company located abroad, TGU, is the US dollar, because it is the currency in which it substantially generates its income and incur its expenses. Assets and liabilities were converted into Argentine pesos using the exchange rate prevailing at the end of each year, their common stock and retained earnings at their historical exchange rates and results at average exchange rates.
| d) | Restatement to constant currency - Comparative Information |
Regulatory framework
The consolidated financial statements as of December 31, 2019,2020, including comparative figures, have been restated to take into account changes in the general purchasing power of the Company’s functional currency (the Argentine peso) in accordance with IAS 29 “Financial Reporting in hyperinflationary economies” (“IAS 29”) and CNV General Resolution No. 777/2018. As a result, the financial statements are stated in terms of the current unit of measurement at the 2019 balance sheet date.
IAS 29 requires that the financial statements of an entity that reports in the currency of a hyperinflationary economy, regardless of whether they are based on the historical cost method or the current cost method, are expressed in terms of the current unit of measurement at the closing date of the reporting period. In order to conclude on the existence of a hyperinflationary economy, the standard details a series of factors to be considered, among which is a cumulative inflation rate over three years that approaches or exceeds 100%.
The accumulated inflation in three years is over 100%. Likewise, both the National Government projections and other available projections indicate that this trend will not be reversed in the short term.
To evaluate the aforementioned quantitative condition, and also to restate the financial statements, the CNV has established that the series of indexes to be used for the application of IAS 29 is determined by the FACPCE. This series of indexes combines the National Consumer Price Index (“CPI”("CPI") as of January 2017 (base month: December 2016) with the Domestic Wholesale Price Index (“IPIM”("IPIM"), both published by the Institute National Statistics and Census (“INDEC”("INDEC") until that date. For the months of November and December 2015, for which there is no information from the INDEC on the evolution of the IPIM, the variation in the CPI of the Autonomous City of Buenos Aires was applied.
Considering the aforementioned index, inflation was 53.83%36.14%, 47.64%53.83% and 24.79%47.64% in the years ended December 31, 2020, 2019 2018 and 20172018 respectively.
Restatement mechanism
The financial statements must be adjusted to consider changes in the general purchasing power of the currency, so that they are expressed in the current unit of measurement at the end of the reporting period. Said requirements also include all the comparative information of the financial statements, without modifying the decisions made based on the financial information corresponding to those financial years.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The figures as of December 31, 20182019 and 2017,2018, which are presented in these Consolidated Financial Statements for comparative purposes, arise from the restatement to the current unit of measure of the Financial Statements as of said dates, in accordance with IAS 29.
Restatement of the balance sheet
i. Monetary items (those with a fixed nominal value in local currency) are not restated, since they are already expressed in the current unit of measurement at the closing date of the reporting period. In an inflationary period, maintaining monetary assets generates loss of purchasing power and maintaining monetary liabilities generates a gain in purchasing power, provided that such items are not subject to an adjustment mechanism that compensates to some extent for these effects. The monetary loss or gain is included in the result of the period in which it is reported.
ii. The non-monetary items measured at their current values at the end of the reporting period are not restated for the purpose of their presentation in the balance sheet, but the adjustment process must be completed to determine in terms of a homogeneous unit of measurement the results produced by the holding of these non-monetary items.
iii. Non-monetary items measured at historical cost or at a fair value as of a date prior to the closing date of the reporting period are restated by coefficients that reflect the variation in the general price level from the date of acquisition or revaluation to the closing date, proceeding then to compare the restated amounts of those assets with the corresponding recoverable values.
iv. The restatement of non-monetary assets in the terms of the current unit of measurement at the end of the reporting period without an equivalent adjustment for tax purposes, results in a temporary taxable difference and the recognition of a deferred tax liability whose counterparty is recognized in the result of the period. For the closing of the subsequent period, the deferred tax items are restated for inflation to re-determine the charge to the result of the next period.
v. When the capitalization of costs for loans in non-monetary assets in accordance with IAS 23 is applicable, the portion of those costs that compensate the lender for the effects of inflation is not capitalized
Restatement of the Comprehensive Income Statement
Revenues and expenses (including interest and foreign exchange differences) are restated from the date of their booking, except for those items of the result that reflect or include in their determination the consumption of assets measured in purchasing power of a date before the consumption booked, which are restated based on the date of origin of the asset to which the item is related (for example, depreciation and other consumption of assets valued at historical cost); and also those results that arise from comparing two measurements expressed in purchasing power currency of different dates, for which it is necessary to identify the amounts compared, restate them separately, and make the comparison, but with the amounts already restated.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The result of the exposure to the change in the purchasing power of the currency (monetary results) is presented in a separate line and reflects the effect of inflation on the monetary items.
Restatement of the statement of changes in equity
As of the transition date (January 1, 2016), the Company applied the following special rules:
i. The components of the capital stock were restated from the dates they were contributed.
ii. Reserved earnings were maintained at the date of transition at their nominal value (legal amount without restatement).
iii. The restated unallocated results were determined by the difference between the net assets restated at the transition date and the rest of the initial equity components expressed as indicated in the preceding sections.
iv. After the restatement at the transition date, all the components of the equity are restated by applying the general price index from the beginning of the period, and each variation of those components is restated from the date of contribution or from the moment in which is added by any other means.
Restatement of the statement of cash flows
IAS 29 requires that all items in this statement should be restated in terms of the current unit of measurement as of the closing date of the period for which it is reported.
The monetary result generated by cash and cash equivalents is presented in the statement of cash flows separately from cash flows from operating, investing and financing activities, as a specific item of the reconciliation between cash and cash equivalents at the beginning and at the end of the year.
| e) | Financial instruments |
Financial assets
Recognition and initial measurement
Financial assets are classified, at the time of initial recognition, as:
Financial assets subsequently measured at amortized cost, and |
Financial assets subsequently measured at fair value (either with changes in other comprehensive income or with changes in results). |
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. For additional information, see Note 16.2.1.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Subsequent measurement
After initial recognition, financial assets are measured according to their initial classification according to the following categories:
Financial assets at amortized cost
It is the most relevant category used by the Company, financial assets are classified and measure at amortized cost if both of the following conditions are met:
The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortized cost are subsequently measured using the effective interest method.
Gains and losses are recognized in the Statement of Comprehensive Income under financial results when the asset is derecognized, modified or impaired.
Financial assets at fair value through OCI (Debt instruments)
Corresponds to financial assets that are maintained in a business model whose objective is achieved by obtaining contractual cash flows and selling them.
Unrealized gains or losses arising from changes in fair value are recognized as other comprehensive income, except for the accrual of interest, exchange rate difference and the impairment of such assets that are recognized as financial results in the Statement of Comprehensive Income. At the time the asset is written off, the accumulated gain or loss is recognized as a financial result and it is eliminated from the respective reserve.
As of December 31, 20192020 and 2018,2019, the Company has not regonizerecognized any financial assets under this category.
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the Statement of Comprehensive Income when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
As of December 31, 20192020 and 2018,2019, the Company has not regonizerecognized any financial assets under this category.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Financial assets at fair value through profit or loss
In the event that financial assets are not classified according to the aforementioned categories, they will be subsequently measured at fair value, presenting gains or losses arising from changes in fair value in the income statement within financial results in the year in which they are originated.
Impairment of financial assets
The Company applies the Expected Credit loss (“ECL”) model for those financial assets accounted for at amortized cost or at fair value through OCI. The ECL is based on the difference between the contractual cash flows due in accordance with the contract and the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. To this end, the Company evaluates various factors, including credit risk, historical trends and other available information.
The application of this model implies recognition of:
Expected credit losses within of 12 months: these are expected credit losses that result from possible default events within 12 months after the filing date; and
Expected credit losses during the life of the asset: these are expected credit losses that result from possible events of default during the expected life of a financial instrument.
In case a loss allowance is recognized, the carrying amount of the asset is reduced through an impairment account and the amount of the loss is presented in the Statement of Comprehensive Income at the time it occurs. Subsequent recoveries of amounts previously written off are credited in the same line item.
The impairment tests performed on accounts receivable are described in Note 4.h.
Financial liabilities
Includes trade payables, loans, other payables and certain payroll and social security taxes payable.
Recognition and initial measurement
Financial liabilities are classified, at initial recognition, as subsequently measured at amortized cost or at fair value through profit or loss, as appropriate.
All financial liabilities are recognized initially at fair value and, in case of measured at amortized cost, net of transaction costs.
They are classified in current liabilities, except those whose maturity exceeds twelve months, which are classified as non-current liabilities.
Subsequent measurement
Financial liabilities at fair value through profit or loss
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Includes financial liabilities held for trading. As of December 31, 2020 and 2019, there are no instruments classified in this category.
Financial liabilities at amortized cost
The Company includes financial liabilities with fixed or determinable payments that are not quoted in an active market. Current liabilities are included, except those whose maturity exceeds twelve months including premiums, discounts and direct expenses, which are included as non-current liabilities. They are measured using the effective interest method. As of December 31, 20192020 and 2018,2019, all of the Company’s financial liabilities were classified in this category.
Offsetting of financial instruments
Financial assets and liabilities are offset when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.
| f) | Derivative financial instruments |
Derivative financial instruments are recognized at their fair value at inception and subsequently measured at their fair value and disclosed as assets or liabilities depending if it is gain or loss. The results of derivative financial instruments are classified under “Financial gain / expenses” in the statement of comprehensive income, or in the other comprehensive income if hedge accounting is applied.
Derivative financial instruments are measured in accordance with IFRS 13 “Fair value measurement”.
The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument or not and, according to the nature of the item being hedged.
As of December 31, 2019 and 2018,2020, the Company maintaineddid not hold derivative financial instruments. As of December 31, 2019, the derivative financial instruments thatheld by the Company are mentioned in Note 16.1.3 to these consolidated financial statements for which the application of hedge accounting has not been opted for as defined by IFRS 9.9 has not been elected.
| g) | Inventories |
Inventories consist of natural gas (in excess of the “Line Pack”) classified as property, plant and equipment in the Company’s pipeline system, and the liquids stored obtained from natural gas processing at the Cerri Complex.
Inventories are measured at the lower of cost restated for the inflation effects as mentioned in Note 4.d. or net realizable value. Cost is determined using the weighted average cost method. The cost of inventories includes expenditure incurred in purchasing and production and other necessary costs to bring them to their existing location and condition.
The net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs to make the sale.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The assessment of the recoverable value of these assets is made at each reporting date, and the resulting loss is recognized in the statement of comprehensive income when the inventories are overstated.
| h) | Trade receivables and other receivables |
Trade receivables are amounts due from customers for goods and services performed in the ordinary course of business. Contract assets are unbilled amounts due to customers related to works in progress.
Trade receivables, contract assets and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less allowance for trade receivables.
The Company applies the simplified approach to measuring expected credit losses for trade receivables, contract assets and other receivables. For this purpose, customers have been grouped based on shared credit risk characteristics, the existence of guarantees, historical credit losses experienced and the existence of judicial proceedings aimed at obtaining payment. Once each group was defined, an expected uncollectibility rate calculated based on historic default rates adjusted to future economic conditions was defined.
Impairment losses on trade receivables and contract assets are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
| i) | Cash and cash equivalents |
Cash and cash equivalents includes cash in hand, deposits with banking institutions and other short-term, highly liquid investments with original maturities not exceeding three months and without being subject to a risk of a significant change of value.
| j) | Property, plant and equipment (“PPE”) |
| - | Line pack: It represents the natural gas in the transportation system that is necessary to keep the system at operating capacity, valued at acquisition cost and restated for the effects of inflation as mentioned in Note 4.d. |
Materials: Materials are recognized at historical cost restated in accordance with Note 4.d. Consumption is restated based on the origin date of the acquisition of the asset.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| - | Other items of PPE: have been valued at acquisition cost restated for the effects of inflation as mentioned in Note 4.d, and net of accumulated depreciation. They include, mainly, all the investments made to achieve system integrity and public safety equal to those required by international standards. Such investments included, among others, the costs of survey programs related to internal and external pipeline inspection, cathodic protection, pipeline replacement and recoating, and the facilities affected to the Production and Commercialization of Liquids and Other Services segment. |
PPE additions are recorded at acquisition or construction cost less accumulated depreciation and impairment losses (if applicable), except land, which is recorded at historical cost acquisition minus any impairment (if applicable), all this restated for the effects of inflation as mentioned in Note 4.d. The cost includes the cost of replacing significant components and the borrowing costs derived from loans that finance its construction to the extent that the requirements for recognition as assets are met.
Subsequent costs restated for the effects of inflation as mentioned in Note 4.d. are included in the carrying amount of the asset or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be reliably measured. The carrying amount of a replaced component is written off. In the same way, when a major maintenance is carried out, they are added to the cost of the equipment if the recognition criteria are satisfied, eliminating any remaining non-depreciated remaining value restated for the effects of inflation as mentioned in Note 4.d, if any, of previous overhaul.
In this sense, Resolutions No. 1660/2000 (“Resolution 1660”) and No. 1903/2000 (“Resolution 1903”) issued by ENARGAS include definitions about the costs that should be considered as improvements or maintenance expenses. All other repairs and maintenance are charged to the statement of comprehensive income when incurred.
In accordance with IAS 23, the Company capitalizes financial expense on long term construction projects, until the moment in which the asset is in conditions for its use. Capitalization of borrowing costs is carried out considering the provisions of IAS 29, recording as an expense in the Statement of Comprehensive Income the part of the borrowing costs that compensates for inflation during the same period. For the year ended December 31, 2019, the Company capitalized Ps. 446,195607,452 as borrowing costs. For the yearsyear ended December 31, 2018 and 2017,2020 there have not been capitalized borrowing costs.
Depreciation related to natural gas transportation assets is computed under the straight-line method over the estimated useful lives of the specific assets, which are not exceeding the maximum useful lives established by ENARGAS through Resolutions 1660 and 1903.
For depreciation of all other PPE, the Company uses the straight-line method of depreciation based on the useful life assigned to each item.
Major maintenance costs are depreciated according to the estimated time until the next major maintenance planned. Regarding the capitalized financial costs, they are depreciated based on the remaining useful lives of those components of PPE that originated such capitalization.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. For further information, see Note 12.
The result generated by the disposal of PPE components is recognized in the year in which it is generated.
| - | Impairment of non-financial assets: The Company assesses at each reporting period whether there is an indication that an individual component or a group of PPE may be impaired. |
If any indication exists, the Company estimates the asset´s recoverable amount. An asset´s recoverable amount is the higher of the fair value less costs to sell that asset, and its value-in-use.
That amount is determined for and individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets; in which case, the cash flows of the group of assets that form part of the cash-generating unit (“CGU”) to which the belong are taken.
Where the carrying amount of an individual asset or CGU exceeds its recoverable amount, the individual asset or CGU, as the case may be, is considered impaired and is written down to its recoverable amount. Impairment losses are recognized in the consolidated statement of comprehensive income.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. To such end, the Company makes estimates and assumptions of the economic conditions that will prevail throughout the useful life of the assets.
As a result of the factors mentioned above, actual cash flows and values could vary significantly from projected cash flows and the values derived from the discounting techniques used.
Impairment losses, if any, are recognized in the statement of comprehensive income.
As of December 31, 2020, the Company recognized an impairment loss (for further information see "Note 5. Critical accounting estimates. a. Impairment of PPE"). Impairment of PPE"). As of December 31, 2019, and 2018, the carrying value of PPE doesdid not exceed theirits recoverable value.amount.
Infrastructure used in the natural gas transportation service: for its measurement and disclosure, the Company has evaluated the application of Interpretation No. 12 “Service Concession Agreements” (IFRIC 12) that sets the guidelines for the accounting of private entities that provide public services through a service concession agreement or a contract of a similar nature.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Considering the current terms and conditions of the License, TGS concluded that the License is outside the scope of IFRIC 12, as it is considered in substance to provide for an indefinite term because the infrastructure will never revert to the grantor and due to the characteristics of renewal of the License that give a similar result to what which would result from having obtained a perpetual right to operate the infrastructure.
The evaluation carried out and the conclusions reached by TGS are consistent with those of other transportation and natural gas distribution companies in Argentina that are subject to the similar regulations and license agreements. The evaluation was carried out jointly, when the transportation and distribution companies adopted the IFRS in Argentina in 2012, together with the FACPCE, the Buenos Aires Stock Exchange (Bolsas(Bolsas y Mercados Argentinos -“BYMA”) and the CNV, considering the contributions of ENARGAS with respect to the regulatory aspects of the License agreements. In this regard, the CNV issued General Resolution No. 613/2012, ratifying that IFRIC 12 does not apply to natural gas transportation and distribution licenses established under the regulatory framework described in Note 17.
| k) | Leases |
Leases are recognized as a right-of-use asset and a corresponding liability at the date on which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and the finance cost. The finance cost is expensed over the lease term to produce a constant periodic interest rate on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the useful life of the asset or the term of the contract.
Assets and liabilities arising from a lease are initially measured based on the present value of the lease. Liabilities include the net present value of the following lease payments:
a) Fixed payments, less any incentive receivable;
b) Variable lease payments;
c) Amounts expected to be collected as a guarantee of the residual value;
d) The exercise price of the lease option; and
e) Penalty payments for termination of the lease.
Lease payments are discounted using the interest rate implicit in the lease. If such rate cannot be determined, the Company's incremental borrowing rate is used, which is the rate that TGS would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment.
Right-of-use assets are measured at cost which comprises the following:
a) The amount of the initial measurement of the lease liability;
b) Any lease payments made on or before the commencement date less any lease incentives received;
c) Any initial direct costs; and
d) Restoration costs
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Payments associated with short-term leases and low-value assets received in accordance with current depreciation policies.
| l) | Loans |
Loans have been initially recorded at fair value net of direct attributable transaction costs. Subsequently, loans are valued at their amortized cost. Liabilities are disclosed as non-current when their maturity exceeds twelve months.
| m) | Trade payables |
Trade payable are initially recognized at fair value. Subsequently they are measured at amortized cost using the effective tax method.
| n) | Income tax and deferred income tax |
Income tax includes current tax and deferred income tax. Income tax is presented in the Statement of Comprehensive Income.
The current income tax is calculated on the basis of tax regulations in force at each reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which tax regulations are subject to interpretation and establishes provisions if applicable. As of December 31, 20192020 and 2018,2019, there are no provisions booked for this concept.
The Company has calculated income tax charges using the deferred tax method, which considers the effect of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred income tax assets and liabilities are measured at undiscounted nominal value at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting period rate (See noteNote 14).
A deferred tax is recognized on the temporary differences arising from investments in subsidiaries and associates, except for deferred tax liabilities where the Company is able to control the timing of the reversal of the temporary difference and it is probable that the reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are offset if the Company has a legally enforceable right to offset recognized amounts and when deferred tax assets and liabilities relate to income tax levied by the same tax authority on the same taxable entity or different taxable entities that intend to settle tax assets and liabilities on a net basis. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be generated against which the temporary differences can be used.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The assets and liabilities generated by the application of the deferred tax were valued at their nominal amount considering the restatements for inflation mentioned in Note 4.d) and are classified as non-current assets or liabilities.
| o) | Provisions |
The Company has recorded provisions related to legal actions, judicial court, claims and administrative proceedings, including interpretive questions of the current legislation and those of regulatory nature.
Provisions for legal claims and/or claims by third parties (“("legal claims and others”others") are recorded at the expected cancellation value when the Company has a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Estimates are reviewed and adjusted, as the Company obtains additional information to be received.
| p) | Revenue recognition from contract with customers |
Revenue is measured at the fair value of the consideration received or to be received, and represents amounts receivable for goods and/or services supplied. Revenue is recognized when the control of goods or services is transferred to the customer and the consideration is determined by an amount that reflects the consideration that the Company expects to receive.
Tax on exports and turnover tax are disclosed as Selling Expenses.
The following are the accounting policies of the Company for the recognition of revenue of each of the business segments defined by our management:
Natural Gas Transportation
Natural Gas transportation services includes: (i) firm natural gas transportation, whose revenues are recognized when the capacity is reserved and paid for regardless of actual usage by the customer, (ii) interruptible natural gas transportation and exchange and displacement services whose revenues are recognized when services are rendered and (iii) the operation and maintenance service of the assets affected by the natural gas transportation service corresponding to the expansions promoted by the National Government and whose ownership corresponds to the trusts created for such purpose whose revenues are recognized when services are rendered.
The applicable rates arise from the tariff tables published by ENARGAS. Thus Company’s revenues are recognized by the amount for which it will be entitled to receive as consideration.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
At the end of each month, TGS recognizes, over the time, its revenues from sales equivalent to the firm reserved capacity, the volumes of natural gas transported under the modalities of interruptible and exchange and displacement and by the operation and maintenance services. In return, a trade receivable is recognized which represents an unconditional right that the Company has to receive the consideration owed by the customer. On the other hand, the billing of the service is done monthly and according to the guidelines established by ENARGAS, the consideration is received within said calendar month.
Liquids Production and Commercialization
This business segment includes: (i) production and commercialization of liquids on our own account which revenues are recognized in a point in time, and (ii) other liquid services which revenues are recognized over the time.
In the domestic market, TGS sells the production of propane and butane to LPG retailers in the framework of the programs created by the National Government to supply the domestic market. The sale prices are determined by the ex-Secretary of Hydrocarbon Resources (“SHR”). For more information, see Note 17 - Regulatory framework – b) Regulatory framework for non-regulated segments - to these consolidated financial statements.
The price of those tons of propane and butane that are not sold within the framework of the aforementioned programs is determined by the ex-Ministry of Energy and Mining (“("ex MINEM”MINEM") based on the international reference prices.
Regarding ethane sales, they are made to PBB Polisur S.R.L. (“PBB”), the only customer to whom this product is sold. To estimate transaction price, the Company uses the most probable amount method. In this regard, the Company only recognizes those transactions where it is highly probable that they will not be reversed in the future.
In the foreign market, the Company markets propane, butane and natural gasoline to international traders (“traders”) and other clients of worldwide renown, some of them through trucks.
These sales are made under short-term contracts (less than one year), with the price determined as reference to international prices plus / minus a fixed amount per ton sold. There are no variable consideration components in these contracts.
For both domestic and foreign market sales, TGS transfers control and recognizes revenues when the products are delivered to the customer and therefore the product has been accepted and there is no evidence of the existence of pending obligations by the Company. It is at that moment when a trade receivable is recognized given that the receipt of the consideration is unconditional and only the passage of time is the only requirement for receiving the consideration owed by the customer.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Other liquids services
The Liquids production and commercialization segment also comprises reception, storage and dispatch of the liquids from the facilities located in Puerto Galván.
Revenues from sales are recognized when the service is effectively rendered, that is, after the dispatch to each vessel. The price is agreed by the parties being a fixed amount per ton of product dispatched, there being no variable components in them. These services are billed monthly, at which time an unconditional right to receive the consideration from the client arises.
Subsidies
As part of its participation in propane and butane supply programs in the local market carried out by the National Government, (for more information see “Note 17 - Regulatory Framework - b) Regulatory framework for non-regulated segments”), the Company receives from the Secretary of Energy a series of subsidies that are recognized in accordance with the provisions of IAS 20 “Accounting for government grants and disclosures of government assistance” because they correspond to economic compensations calculated as the difference between the sale prices of the products determined in accordance with the legislation in force and the reference prices calculated by the Secretary of Energy.
Subsidies are recognized at fair value whenever there is reasonable assurance that will be received and that the product has been delivered. They are presented within the caption “Revenue from sales” of the statement of comprehensive income.
Other services
The services included in the Other Services segment consist mainly in (i) treatment, removal of impurities and natural gas compression, including the collection and transport of natural gas (ii) inspection and maintenance of pipelines and compressor plants, (iii) services of steam generation for electricity production and management services for expansion works and steam generation for the production of electricity and (iv) natural gas transportation services in Vaca Muerta.
Revenues from sales of this business segment are recognized over the time in the period in which the service is provided. The sale price is determined according to what arises from the contractual conditions agreed between TGS and its customers. In all cases, the recognition and billing of sales income is made on a monthly basis so that at that time a sales credit is recorded.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Contract Assets caption.Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Telecommunications
Revenues from the provision of Telecommunications services are recognized in the statement of comprehensive income at the time of effective performance of the service. The sale price is determined according to what arises from the contractual conditions agreed between TGS and its customers. The consideration is determined as a fixed monthly amount. In all cases, the recognition and billing of sales income is made on a monthly basis so that at that time a sales receivable is recorded.
Financial components
The Company does not have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
| q) | Contract liabilities |
Mainly consist of pre-payments for services made by customers in order to finance the works to render the service. Contract liabilities are recognized initially at their fair value. Subsequent to initial recognition, advances from customers are measured at their amortized cost based on the projections of the services to be provided that cancel the advances, restated for the inflation effects as mentioned in Note 4.d.
Additionally, it includes the advance received by the UT from the Argentine Government as payment on account of the gas pipeline construction project. For more information, see “Note"Note 23 - Associates and joint arrangements.”"
| r) | Equity accounts |
The activity in the Equity accounts reflects resolutions adopted by Shareholders in their meetings, or the effects of the laws or regulations in force. The equity accounts are restated for the inflation effects according to what is mentioned in Note 4.d, except the account Capital stock which is maintained at its original value.
Common stock and adjustment to common stock
The common stock consists of contributions made by shareholders represented by shares and comprises outstanding shares at their face value, net of treasury shares mentioned below.
Common stock accounts were restated in constant currency as mentioned in Note 4.d. Common stock account was kept at original value and the adjustment arising from such restatement is shown under “Inflation Adjustment to common stock”.
Common stock adjustment is not distributable in cash or in kind but may be capitalized through issuance of shares. In addition, this balance may be used to compensate accumulated losses.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Treasury shares and adjustments to treasury shares
Corresponds to the reclassification of the nominal value and corresponding restatement in constant peso (Inflation Adjustment to Common Stock) of shares issued and repurchased by the Company in market transactions, as required by the current regulations of the CNV.
Own equity instruments that are reacquired (treasury shares) are recognized at cost restated for the inflation effects as mentioned in Note 4.d., and deducted from equity. No gain or loss is recognized on the purchase, sale or cancellation of the Company’s treasury shares. Any difference between the carrying amount and the consideration, if reissued, is recognized as a premium on common stock or additional paid-up capital.
Additional paid-up capital
Corresponds to the difference between the carrying value of the treasury shares and the quoted value at the time were distributed (for more information see Note 19.b). It is restated according to what is mentioned in Note 4.d).
Legal Reserve
Pursuant to the provisions of the Argentine Business Association Law and the CNV, the Company is required to set up a legal reserve by providing at least 5% of the aggregate amount of net income for the year, prior year adjustments, transfers of other comprehensive income to retained earnings and accumulated losses of prior years, when this aggregate amount exceeds zero until the legal reserve equals 20% of the sum of Capital stock and Adjustment to capital stock balances.
Distribution of dividends
The cash dividend is recognized as a liability in the Company’s financial statements in the year in which they are approved by the shareholders of the Company or the Board of Directors according to the powers delegated by the Shareholders’ Meeting, as appropriate.
Retained earnings
The outstanding balance of retained earnings includes accumulated gains or losses which were not allocated to a specific purpose reserve and, when positive, may be distributed pursuant to the decision of the Shareholders provided these retained earnings are not subject to legal restrictions, as mentioned above “Legal reserve”.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| s) | Basic and diluted earnings per share |
Earnings per share as of December 31, 2020, 2019 2018 and 20172018 were calculated as follows:
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Net income attributable to owners of the Company | 12,805,105 | 17,561,249 | 8,847,196 | 3,286,190 | 17,432,945 | 23,907,988 | ||||||||||||||||||
Average number of outstanding shares (1) | 776,121,341 | 788,405,563 | 794,495,283 | 762,371,755 | 776,121,341 | 788,405,563 | ||||||||||||||||||
| Basic and diluited earnings per share | 16.50 | 22.27 | 11.14 | 4.31 | 22.46 | 30.32 | ||||||||||||||||||
(1) The weighted average number of shares considers the effect of the weighted average of the changes originated in the transactions with the treasury shares made during the year.
As of the date of the issuance of these consolidated financial statements, there are no TGS instruments outstanding that imply the existence of potential ordinary shares, thus the basic net income per share for each of the three years for the period ended on December 31, 2019, 2018 and 20172020 matches the diluted net income per share.
| 5. | CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS |
The preparation of the condensed interim consolidated financial statements in accordanceconformity with generally acceptedprofessional accounting principlesstandards requires managementthe Company to make accounting estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well asand the reported amounts of revenues and expenses during the reporting period. TheseThe making of such estimates require management to make difficult, subjective or complex judgmentsinvolves TGS using assumptions and estimates about matterspresumptions that are inherently uncertain. Management bases its estimatesbased on variousa number of factors, including past trends, expectation of future events regarding the outcome of events and results and other assumptions that it believes are reasonable.
As mentioned in Note 4.j,4.j), the Company periodically evaluates the existence of significant events or significant changes that could have an adverse effectseffect on the Company or will take place in the near future that could affect the recoverable amount of PPE. PPE is tested to assess whether an impairment or reversal of a previous impairment is required when significant changes took place during the period or will take place in the near future indicating that the recoverable value of the PPE amounts. An asset’s recoverable amount is the higher of the fair value less costs to sell that asset, and its value-in-useamounts may be affected. These evaluations are carried outperformed at the lowest level for which there are identifiable cash flows that is,exist, i.e., for each single cash generating unit or CGU. TGSThe Company considers each of its business segments to besegment as a CGU.
When assessing whether an impairment indicator may exist, TGS evaluates both internal and external sources of information, such as the following:
Whether significant decreases in the market values of PPE elements took place.
Whether prices of the main products and services that are marketed decreased.
Whether significant changes in the regulatory framework were introduced.
Whether operating costs suffered a materially increase.
Whether evidence of obsolescence or physical damage has occurred.
Whether the macroeconomic situation in which TGS carries out its activities, including significant variations in the sale prices of products, raw materials, interest rates, etc, has worsen.
Since August 2019, the main macroeconomic and business variables ofin Argentina suffered a significant deteriorationdeterioration. This situation was aggravated in 2020 by the negative consequences that COVID had on Argentina's economic situation which led the Argentine Government to take a series of measures accordingly even affecting the regulatory framework of the Natural Gas Transportationnatural gas transportation segment (see Notes 1 and 17). Given these indicators of impairment of the recorded amountsbook value of PPE, the recoverable value of each of Natural Gas Transportation segment and the Other Services CGUs hashave been calculated based on its value in use.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The value in use of PPE is sensitive to significant variation in the assumptions applied, including the determination of future tariffs determined by the Argentine Government in the Natural Gas Transportation segment, and the expectation of business development in the Vaca Muerta area in the Other Services segment.
The value in use is calculated based on the basis of discounted future cash flows. The projected cash flows are prepared taking into account: (i) for assets associated with the Liquids and Commercialization segment, projections of the prices of liquids and purchase cost of natural gas used as raw material; (ii) for assets associated with the Natural Gas Transportation segment, estimates of future tariff adjustments and the recognition of cost adjustments; (iii)adjustments, (ii) for assets associated with the Other Services segment, future expectation of the need of Vaca Muerta gas producers to evacuate untreated natural gas; (iv)gas, (iii) projections of the future costs and investments to be incurred and (iv) expected macroeconomic variables such as interest rates, inflation, foreign exchange rates.rates, among others. The discount rate is based on a weighted average cost of capital (“WACC”("WACC").
In performing the analysis for the Natural Gas Transportation segment, the Company considered among others: (i) the status of the negotiations with the Argentine Government, (ii) the contractual rights derived from the License, (iii) Management´s expectations regardingwith respect to the procedures and actions initiated, (iv) the Company´s expectations regardingtransitional tariff increase to be granted until the new RTI process required byis finalized, (iv) Management´s expectation of the Argentine Governmentoutcome of the new RTI process and (v) the impact of a cost monitoring scheme that allows the realization of semiannualfor semi-annual adjustments to current tariffs.
The Company has prepared, for the Natural Gas Transportation segment, three different estimates of the expected cash flows by sensitizing its main variables (as described above) and thus determining a baseline scenario that allows itsassigning probabilities of occurrence based on experience and considering the current socio-economic context, as follows:
a) Base scenario: probability of occurrence assigned 70%.
b) Optimistic scenario: probability of occurrence assigned 10%.
c) Pessimistic scenario: probability of occurrence assigned 20%.
In all scenarios, the discount rate used, the WACC, is 12.4%, measured in US dollars.
In order to make the comparison withbetween the expected cash flow and the book value of the Natural Gas Transportation segment. In addition, the Company performed a sensitivity analysis of the probability of occurrence of each scenario and concluded that an increase of upassets assigned to 70 percentage points in the weighted probability of the pessimistic case (from 30% to 100%) and a reduction in the probability of occurrence of the optimistic scenario and in the probability of occurrence of the base scenario (reducing each to zero) would not generate a value that would require an adjustment in carrying amount for impairment.
As of December 31, 2020, the assessment of recoverability of the CGU of the Natural Gas Transportation segment resulted in the recognition of impairment losses of Ps. 3,114,056 (before taxes) which is recorded within "Impairment of Property, plant and equipment" in the Statement of Comprehensive Income for the year ended December 31, 2020.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
To perform the analysis of the Other Services segment, the Company relied on the future expectation of the need of Vaca Muerta gas producers to evacuate untreated natural gas to extend current firm transportation contracts, and on projections of contractual tariffs based on the international inflation index.
Based on the above analysis, the Company did not identify the need to record any impairment of the PPE amounts of the latter business segment as of December 31, 2020.
As of December 31, 2020, the Company’s book value of PPE related to Natural Gas Transportation and Other services cash-generating units tested for impairment are described as follows:
| In millions | ||||||||||||
| Amounts before impairment charge | Impairment charge | Amounts after impairment charge | ||||||||||
| Natural Gas Transportation | 70,036 | (3,114 | ) | 66,922 | ||||||||
| Other services | 25,152 | - | 25,152 | |||||||||
| Total | 95,188 | (3,114 | ) | 92,074 | ||||||||
Besides, for the year ended on December 31, 2019 we performed impairment tests. Based on those we did not record impairment losses of components of property, plant and equipment as of December 31, 2019. Meanwhile, no impairment indicators were identified during the yearsyear ended December 31, 20182018.
The estimated recoverable amounts of PPE items are sensitive to significant variation in the assumptions applied. In either case, there can be no assurance with certainty that the actual cash flows arising from these circumstances will be in line with the assumptions applied in determining the values in use. Therefore, significant differences could arise in the future in relation to the estimated values in use.
5.b) Provisions for legal and 2017.other claims
The Company has recorded certain contingent liabilities related to legal, judicial or extrajudicial actions, claims and administrative proceedings, including those of a legal and regulatory nature. The Company records liabilities when their occurrence is probable and when a reliable estimate of their amount can be made. Provisions are based on events known to the Company at the date of issuance of its financial statements, their probability of occurrence, its estimates of the outcome of such matters and the experience of its legal advisors in contesting, litigating and settling other matters. To the extent that there are more elements of judgment that allow improving the evaluation of contingencies, there will be changes in the estimates of future charges, which could have an impact on the Company's future results and its economic and/or financial situation.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
5.c) Income tax
Deferred tax assets are recognized for all tax loss carryforwards to the extent that it is probable that there will be a taxable profit against which the tax loss can be utilized. Determining the amount of deferred tax assets that can be recognized requires significant judgments to be made by management based on the likely timing and level of future tax benefits, together with future tax planning strategies and macroeconomic variables that impact the business.
On December 29, 2017, the PEN enacted and put into effect through Decree 1112/2017 a tax reform sanctioned in the National Congress through Law No. 27,430 (the "Tax Reform") whereby a decrease in tax rates was determined. Subsequently, through the enactment of the Law of Social Solidarity and Productive Reactivation in the Framework of Public Emergency No. 27,541 ("Solidarity Law"), the Argentine Government defined the postponement of the reduction of the current tax rate for fiscal years beginning on or after January 1, 2021.
Based on the estimates made as of December 31, 2020, the Company has not recognized as a deferred asset almost all of the specific loss generated by negative exchange differences in 2020 derived from financial instruments traded abroad.
More detailed information on income tax is included in Note 14 "Income tax and deferred income tax".
| 6. | SUPPLEMENTAL CASH FLOW INFORMATION |
For purposes of the consolidated statement of cash flows, the Company considers all highly liquid temporary investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The cash flow statement has been prepared using the indirect method, which requires a series of adjustments to reconcile net income for the period to net cash flows from operating activities.
Non-cash investing and financing activities for the years ended December 31, 2020, 2019 2018 and 20172018 are presented below:
| 2019 | 2018 | 2017 | ||||||||||
| Unpaid acquisition of PPE | 1,331,105 | 473,413 | 460,879 | |||||||||
Principal payment of financial lease (1) | 149,238 | 156,861 | 101,645 | |||||||||
| Capitalization of finance costs | 446,195 | - | - | |||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Unpaid acquisition of PPE | 304,531 | 1,812,174 | 644,507 | |||||||||
Principal payment of financial lease (1) | 190,969 | 203,173 | 213,551 | |||||||||
| Capitalization of finance costs | - | 607,452 | - | |||||||||
(1) | Cancelled through compensation with trade receivables with the creditor. See Note 13. |
Note 13 to these consolidated financial statements includes a reconciliation between the initial and final balance of the financial liabilities arising from financing activities.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information regarding dividend distribution made
(Stated in treasury shares for an amountthousands of Ps. 3,228,002, seepesos as described in Note 19.c. to these consolidated financial statements.3 and 4.d., unless otherwise stated)
| 7. | CONSOLIDATED BUSINESS SEGMENT INFORMATION |
IFRS 8 “Operating Segments” requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Board of Directors.
The Company analyzes its businesses into four segments: (i) Natural Gas Transportation Services, subject to ENARGAS regulations, (ii) Liquids Production and Commercialization, (iii) Other Services including midstream, among others, and (iv) Telecommunications. These last three business segments are not regulated by ENARGAS. Production and Commercialization of Liquids segment is regulated by the SE.
Detailed information on each business segment for the years ended December 31, 2020, 2019 and 2018 is disclosed below:
| Year ended December 31, 2020 | ||||||||||||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Eliminations | Total | |||||||||||||||||||
Revenues from sales | 23,501,610 | 27,596,696 | 4,364,503 | 408,629 | - | 55,871,438 | ||||||||||||||||||
Intersegment revenues | 844,600 | - | - | - | (844,600 | ) | - | |||||||||||||||||
Cost of sales | (9,937,565 | ) | (15,833,436 | ) | (2,359,778 | ) | (279,526 | ) | 844,600 | (27,565,705 | ) | |||||||||||||
Administrative expenses | (1,242,079 | ) | (253,786 | ) | (174,262 | ) | (12,665 | ) | - | (1,682,792 | ) | |||||||||||||
Selling expenses | (1,459,316 | ) | (1,176,009 | ) | (299,758 | ) | (32,661 | ) | - | (2,967,744 | ) | |||||||||||||
Other operating (expenses) / income | (44,139 | ) | 139,965 | 2,511 | 1,492 | - | 99,829 | |||||||||||||||||
(3,114,056 | ) | - | - | - | - | (3,114,056 | ) | |||||||||||||||||
| Operating profit | 8,549,055 | 10,473,430 | 1,533,216 | 85,269 | - | 20,640,970 | ||||||||||||||||||
Depreciation of property, plant and equipment | (4,562,752 | ) | (382,776 | ) | (1,215,705 | ) | - | - | (6,161,233 | ) | ||||||||||||||
Natural Gas Transportation | Commercialization of Liquids | Other Services | Telecommunications | Total | ||||||||||||||||
Identifiable assets | 82,754,090 | 17,693,606 | 27,901,503 | 245,167 | 128,594,366 | |||||||||||||||
Identifiable liabilities | 27,615,557 | 5,438,248 | 29,442,395 | 71,522 | 62,567,722 | |||||||||||||||
| Year ended December 31, 2019 | ||||||||||||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Eliminations | Total | |||||||||||||||||||
Revenue from sales | 30,795,577 | 31,500,457 | 3,439,787 | 376,082 | - | 66,111,903 | ||||||||||||||||||
Intersegment revenues | 838,616 | - | - | - | (838,616 | ) | - | |||||||||||||||||
Cost of sales | (11,800,176 | ) | (19,960,308 | ) | (2,075,388 | ) | (187,697 | ) | 838,616 | (33,184,953 | ) | |||||||||||||
Administrative expenses | (1,420,653 | ) | (196,469 | ) | (83,074 | ) | (15,584 | ) | - | (1,715,780 | ) | |||||||||||||
Selling expenses | (1,829,130 | ) | (1,892,647 | ) | (359,950 | ) | (56,344 | ) | - | (4,138,071 | ) | |||||||||||||
Other operating (expenses) / income | (186,412 | ) | 4,356 | 4,868 | 3,574 | - | (173,614 | ) | ||||||||||||||||
| Operating profit | 16,397,822 | 9,455,389 | 926,243 | 120,031 | - | 26,899,485 | ||||||||||||||||||
Depreciation of property, plant and equipment | (4,081,800 | ) | (335,886 | ) | (613,548 | ) | - | - | (5,031,234 | ) | ||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Total | ||||||||||||||||
Identifiable assets | 87,717,005 | 14,792,025 | 27,351,498 | 291,677 | 130,152,205 | |||||||||||||||
Identifiable liabilities | 39,942,095 | 4,211,136 | 20,448,533 | 89,323 | 64,691,087 | |||||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| Year ended December 31, 2019 | ||||||||||||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Eliminations | Total | |||||||||||||||||||
| Revenues from sales | 22,620,423 | 23,138,182 | 2,526,643 | 276,246 | - | 48,561,494 | ||||||||||||||||||
| Intersegment revenues | 615,993 | - | - | - | (615,993 | ) | - | |||||||||||||||||
| Cost of sales | (8,667,640 | ) | (14,661,541 | ) | (1,524,445 | ) | (137,870 | ) | 615,993 | (24,375,503 | ) | |||||||||||||
| Administrative expenses | (1,043,519 | ) | (144,313 | ) | (61,021 | ) | (11,447 | ) | - | (1,260,300 | ) | |||||||||||||
| Selling expenses | (1,343,560 | ) | (1,390,215 | ) | (264,396 | ) | (41,386 | ) | - | (3,039,557 | ) | |||||||||||||
| Other operating (expenses) / income | (136,926 | ) | 3,200 | 3,576 | 2,624 | - | (127,526 | ) | ||||||||||||||||
| Operating profit | 12,044,771 | 6,945,313 | 680,357 | 88,167 | - | 19,758,608 | ||||||||||||||||||
| Depreciation of property, plant and equipment | (2,998,224 | ) | (246,720 | ) | (450,671 | ) | - | - | (3,695,615 | ) | ||||||||||||||
Natural Gas Transportation | Commercialization of Liquids | Other Services | Telecommunications | Total | ||||||||||||||||
| Identifiable assets | 64,431,193 | 10,865,257 | 20,090,627 | 214,248 | 95,601,325 | |||||||||||||||
| Identifiable liabilities | 29,338,859 | 3,093,226 | 15,020,159 | 65,612 | 47,517,856 | |||||||||||||||
| Year ended December 31, 2018 | ||||||||||||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Eliminations | Total | |||||||||||||||||||
| Revenue from sales | 23,785,660 | 25,578,373 | 2,784,534 | 250,856 | - | 52,399,423 | ||||||||||||||||||
| Intersegment revenues | 920,555 | - | - | - | (920,555 | ) | - | |||||||||||||||||
| Cost of sales | (7,944,333 | ) | (16,130,863 | ) | (1,621,770 | ) | (126,455 | ) | 920,555 | (24,902,866 | ) | |||||||||||||
| Administrative expenses | (1,284,707 | ) | (129,315 | ) | (55,348 | ) | (10,210 | ) | - | (1,479,580 | ) | |||||||||||||
| Selling expenses | (1,467,144 | ) | (984,794 | ) | (220,674 | ) | (42,070 | ) | - | (2,714,682 | ) | |||||||||||||
| Other operating (expenses) / income | (240,414 | ) | (1,117,949 | ) | (8,375 | ) | (3,581 | ) | - | (1,370,319 | ) | |||||||||||||
| Operating profit | 13,769,617 | 7,215,452 | 878,367 | 68,540 | - | 21,931,976 | ||||||||||||||||||
| Depreciation of property, plant and equipment | (2,892,621 | ) | (174,964 | ) | (352,235 | ) | - | - | (3,419,820 | ) | ||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Total | ||||||||||||||||
| Identifiable assets | 69,603,664 | 13,907,967 | 11,621,495 | 155,320 | 95,288,446 | |||||||||||||||
| Identifiable liabilities | 25,748,537 | 2,301,679 | 19,563,528 | 70,796 | 47,684,540 | |||||||||||||||
| Year ended December 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year ended December 31, 2018 | Year ended December 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Eliminations | Total | Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Eliminations | Total | |||||||||||||||||||||||||||||||||||||
| Revenue from sales | 11,469,824 | 17,189,194 | 1,844,712 | 190,858 | - | 30,694,588 | 32,381,937 | 34,822,547 | 3,790,881 | 341,517 | - | 71,336,882 | ||||||||||||||||||||||||||||||||||||
| Intersegment revenues | 377,137 | - | - | - | (377,137 | ) | - | 1,253,249 | - | - | - | (1,253,249 | ) | - | ||||||||||||||||||||||||||||||||||
| Cost of sales | (6,428,448 | ) | (11,186,009 | ) | (1,008,879 | ) | (114,747 | ) | 377,137 | (18,360,946 | ) | (10,815,462 | ) | (21,960,652 | ) | (2,207,887 | ) | (172,156 | ) | 1,253,249 | (33,902,908 | ) | ||||||||||||||||||||||||||
| Administrative expenses | (918,567 | ) | (144,172 | ) | (56,110 | ) | (10,087 | ) | - | (1,128,936 | ) | (1,749,008 | ) | (176,050 | ) | (75,351 | ) | (13,900 | ) | - | (2,014,309 | ) | ||||||||||||||||||||||||||
| Selling expenses | (645,435 | ) | (408,173 | ) | (164,471 | ) | (23,804 | ) | - | (1,241,883 | ) | (1,997,378 | ) | (1,340,704 | ) | (300,427 | ) | (57,275 | ) | - | (3,695,784 | ) | ||||||||||||||||||||||||||
| Other operating (expenses) / income | (503,409 | ) | 99,520 | (14,150 | ) | 236 | - | (417,803 | ) | (327,301 | ) | (1,521,982 | ) | (11,402 | ) | (4,875 | ) | - | (1,865,560 | ) | ||||||||||||||||||||||||||||
| Operating profit | 3,351,102 | 5,550,360 | 601,102 | 42,456 | - | 9,545,020 | 18,746,037 | 9,823,159 | 1,195,814 | 93,311 | - | 29,858,321 | ||||||||||||||||||||||||||||||||||||
| Depreciation of property, plant and equipment | (2,607,632 | ) | (146,630 | ) | (353,484 | ) | - | - | (3,107,746 | ) | (3,938,031 | ) | (238,197 | ) | (479,535 | ) | - | - | (4,655,763 | ) | ||||||||||||||||||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| 8. | DETAIL OF SIGNIFICANT STATEMENT OF FINANCIAL POSITION AND STATEMENT OF COMPREHENSIVE INCOME CAPTIONS |
| a) | Other receivables |
| 2019 | 2018 | 2020 | 2019 | |||||||||||||||||||||||||||||
| Current | Non Current | Current | Non Current | Current | Non Current | Current | Non Current | |||||||||||||||||||||||||
| Turnover tax balance | 50,711 | - | - | - | 25,497 | - | 69,038 | - | ||||||||||||||||||||||||
Income tax credit balance (1) | 42,607 | - | - | - | - | - | 1,386,757 | - | ||||||||||||||||||||||||
| VAT credit balance | 1,018,621 | - | 461,916 | - | 6,005 | - | 58,005 | - | ||||||||||||||||||||||||
| Other tax receivables | 1,227 | 1,401 | 15,365 | 3,144 | 14,121 | 1,954 | 1,670 | 1,907 | ||||||||||||||||||||||||
| Prepaid expenses | 90,714 | - | 73,464 | - | 142,519 | - | 123,499 | - | ||||||||||||||||||||||||
| Advances to suppliers | 1,181,972 | - | 2,847,433 | - | 1,263,364 | - | 1,609,144 | - | ||||||||||||||||||||||||
| Allowance for doubtful accounts | (54,067 | ) | - | - | - | |||||||||||||||||||||||||||
| Balances with related parties | 84,236 | - | - | - | ||||||||||||||||||||||||||||
| Subsidies receivables | 143,829 | - | 450,523 | - | 302,777 | - | 195,810 | - | ||||||||||||||||||||||||
| Other Receivables UT | 39,009 | - | 45,697 | - | 43,199 | - | 53,107 | - | ||||||||||||||||||||||||
| Others | 329,387 | 7,603 | 202,248 | 9,521 | 340,196 | 7,603 | 448,429 | 10,351 | ||||||||||||||||||||||||
| Total | 2,898,077 | 9,004 | 4,096,646 | 12,665 | 2,167,847 | 9,557 | 3,945,459 | 12,258 | ||||||||||||||||||||||||
| Provision, net of advances paid, withholdings and perceptions. |
| 2019 | 2018 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| Commons | 6,329,258 | - | 4,788,890 | - | ||||||||||||
| UT | 13,813 | - | 31,446 | - | ||||||||||||
| Natural Gas Transportation | 3,774,497 | - | 2,549,704 | - | ||||||||||||
| Production and Commercialization of Liquids | 1,903,005 | - | 1,680,674 | - | ||||||||||||
| Other services | 637,943 | - | 527,066 | - | ||||||||||||
| Related parties (Note 21) | 279,457 | - | 206,079 | |||||||||||||
| Natural Gas Transportation | 154,009 | - | 112,671 | - | ||||||||||||
| Production and Commercialization of Liquids | 53,744 | - | 12,497 | - | ||||||||||||
| Other services | 71,704 | - | 80,911 | - | ||||||||||||
| Allowance for doubtful accounts | (134,956 | ) | - | (203,860 | ) | - | ||||||||||
| Total | 6,473,759 | - | 4,791,109 | - | ||||||||||||
The movement of the allowance for doubtful accounts is as follows:
| Balances as of December 31, 2018 | ||||
Applications | - | |||
Reversals | - | |||
| Balances as of December 31, 2019 | ||||
Inflation adjustment restatement | (44,179 | ) | ||
Additions (1) | 233,379 | |||
Applications | - | |||
Reversals (1) | (135,133 | ) | ||
| Balances as of December 31, 2020 | 54,067 |
(1) | Included in "Selling Expenses" |
| b) | Trade receivables |
| 2020 | 2019 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| Commons | 5,949,236 | - | 8,616,688 | - | ||||||||||||
| UT | - | - | 18,805 | - | ||||||||||||
| Natural Gas Transportation | 3,708,723 | - | 5,138,622 | - | ||||||||||||
| Production and Commercialization of Liquids | 1,546,120 | - | 2,590,762 | - | ||||||||||||
| Other services | 694,393 | - | 868,499 | - | ||||||||||||
| Related parties (Note 21) | 330,738 | - | 380,456 | |||||||||||||
| Natural Gas Transportation | 76,376 | - | 209,669 | - | ||||||||||||
| Production and Commercialization of Liquids | 116,737 | - | 73,167 | - | ||||||||||||
| Other services | 137,625 | - | 97,620 | - | ||||||||||||
| Allowance for doubtful accounts | (132,521 | ) | - | (183,730 | ) | - | ||||||||||
| Total | 6,147,453 | - | 8,813,414 | - | ||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The movement of the allowance for doubtful accounts is as follows:
| Balances as of December 31, 2018 | 277,536 | |||
Additions (1) | (93,806 | ) | ||
| Applications | - | |||
| Reversals | - | |||
| Balances as of December 31, 2019 | 183,730 | |||
| Inflation adjustment restatement | (51,209 | ) | ||
| Additions | - | |||
| Applications | - | |||
| Reversals | - | |||
| Balances as of December 31, 2020 | 132,521 |
(1) | The total amount is recorded in Selling Expenses |
| c) | Cash and cash equivalents |
| 2019 | 2018 | 2020 | 2019 | |||||||||||||
| Cash and banks | 1,123,051 | 9,174,577 | 1,260,190 | 1,528,928 | ||||||||||||
| UT Cash and banks | 2,758 | 235 | 168 | 3,755 | ||||||||||||
| Time deposits | - | 938,544 | ||||||||||||||
| Mutual funds in Argentine Pesos | 1,029,644 | 3,302,476 | ||||||||||||||
| Mutual funds in local currency | 823,199 | 1,401,763 | ||||||||||||||
| Mutual funds in foreign currency | 2,350,600 | - | ||||||||||||||
| Interest-bearing accounts | 7,609,748 | 12,167,206 | 216,732 | 10,359,956 | ||||||||||||
| UT Mutual funds | - | 22,099 | 2,517 | - | ||||||||||||
| Total | 9,765,201 | 25,605,137 | 4,653,406 | 13,294,402 | ||||||||||||
| d) | Contract liabilities |
| 2019 | 2018 | 2020 | 2019 | |||||||||||||||||||||||||||||
| Current | Non Current | Current | Non Current | Current | Non Current | Current | Non Current | |||||||||||||||||||||||||
| Natural Gas Transportation | 98,460 | 1,744,944 | 104,572 | 1,844,227 | 122,741 | 2,252,830 | 134,044 | 2,375,577 | ||||||||||||||||||||||||
| Production and Commercialization of Liquids | 38,387 | 341,698 | 39,249 | 392,388 | 68,448 | 396,739 | 52,260 | 465,190 | ||||||||||||||||||||||||
| Other services | 62,386 | 840,184 | 3,104 | 23,261 | 111,249 | 1,402,558 | 84,933 | 1,143,831 | ||||||||||||||||||||||||
| UT | 20,568 | - | 52,408 | - | 15,547 | - | 28,001 | - | ||||||||||||||||||||||||
| Total | 219,801 | 2,926,826 | 199,333 | 2,259,876 | 317,985 | 4,052,127 | 299,238 | 3,984,598 | ||||||||||||||||||||||||
During 20192020 and 20182019 financial years, the Company recognized Ps. 139,207159,952 and Ps. 182,784,189,587, respectively, in revenues for sales from contracts with clients in the Statement of Comprehensive Income, which had been included in the balance at the beginning of each year.
Revenues related to the contract liabilities will be recognized in the Statement of Comprehensive Income in accordance with the schedule stipulated with the customers for the provision of the service, which will be completed between 2025 and 2047. |
| 2019 | 2018 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| Payable for compensation for the Board of Directors and Supervisory Committee | 8,498 | - | 8,321 | - | ||||||||||||
| Others | 1,744 | - | 2,529 | - | ||||||||||||
| UT Other liabilities | 277,417 | - | 113,253 | - | ||||||||||||
| Total | 287,659 | - | 124,103 | - | ||||||||||||
| 2019 | 2018 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| Health and safety tax | 12,989 | - | 13,522 | - | ||||||||||||
| Withholdings and perceptions made to third parties | 148,052 | - | 170,174 | - | ||||||||||||
| Turnover Tax | 85,283 | - | 96,474 | - | ||||||||||||
| Withholding Tax | 71,998 | - | - | - | ||||||||||||
| UT Others | 341 | - | 4,233 | - | ||||||||||||
| Others | 34,520 | - | 26,680 | - | ||||||||||||
| Total | 353,183 | - | 311,083 | - | ||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| e) | Other payables |
| 2020 | 2019 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| Payable for compensation for the Board of Directors and Supervisory Committee | 11,550 | - | 11,569 | - | ||||||||||||
| Others | 1,961 | - | 2,375 | - | ||||||||||||
| UT Other liabilities | 288,463 | - | 377,677 | - | ||||||||||||
| Total | 301,974 | - | 391,621 | - | ||||||||||||
| f) | Taxes payables |
| 2020 | 2019 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| Health and safety tax | 13,109 | - | 17,683 | - | ||||||||||||
| Withholdings and perceptions made to third parties | 89,189 | - | 201,559 | - | ||||||||||||
| Turnover Tax | 162,572 | - | 116,105 | - | ||||||||||||
| Tax on exports | - | - | 98,019 | - | ||||||||||||
| VAT | 69,244 | - | - | - | ||||||||||||
| UT Others | - | - | 464 | - | ||||||||||||
| Others | 14,360 | - | 46,995 | - | ||||||||||||
| Total | 348,474 | - | 480,825 | - | ||||||||||||
| g) | Trade payables |
| 2019 | 2018 | 2020 | 2019 | |||||||||||||||||||||||||||||
| Current | Non Current | Current | Non Current | Current | Non Current | Current | Non Current | |||||||||||||||||||||||||
| Suppliers | 3,875,928 | - | 4,304,927 | - | 2,665,409 | - | 5,276,710 | - | ||||||||||||||||||||||||
| UT Suppliers | 109,876 | - | 138,837 | - | 76,861 | - | 149,586 | - | ||||||||||||||||||||||||
| Customers (credit balances) | 6,164 | - | 3,438 | - | 17,638 | - | 8,392 | - | ||||||||||||||||||||||||
| Related companies | 121,603 | - | 309,352 | - | 43,688 | - | 165,552 | - | ||||||||||||||||||||||||
| Total | 4,113,571 | - | 4,756,554 | - | 2,803,596 | - | 5,600,240 | - | ||||||||||||||||||||||||
| h) | Revenues |
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Sales of goods and services | 48,359,045 | 51,773,746 | 30,159,782 | 55,543,573 | 65,836,288 | 70,485,082 | ||||||||||||||||||
| Subsidies | 202,449 | 625,677 | 534,806 | 327,865 | 275,615 | 851,800 | ||||||||||||||||||
| Total | 48,561,494 | 52,399,423 | 30,694,588 | 55,871,438 | 66,111,903 | 71,336,882 | ||||||||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Disaggregation of revenues
Below is a table in which revenues are disaggregated considering the type of market and the opportunity to satisfy performance obligations:
| Year ended December 31, 2019 | ||||||||||||||||||||||||||||||||||||||||
| Year ended December 31, 2020 | Year ended December 31, 2020 | |||||||||||||||||||||||||||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Total | Natural Gas Transportation | Production and Commercialization of | Other Services | Telecommunications | Total | |||||||||||||||||||||||||||||||
| Primary geographical market: | ||||||||||||||||||||||||||||||||||||||||
| External market | - | 9,144,860 | - | - | 9,144,860 | - | 9,534,556 | - | - | 9,534,556 | ||||||||||||||||||||||||||||||
| Local market | 22,620,423 | 13,993,322 | 2,526,643 | 276,246 | 39,416,634 | 23,501,610 | 18,062,140 | 4,364,503 | 408,629 | 46,336,882 | ||||||||||||||||||||||||||||||
| Total | 22,620,423 | 23,138,182 | 2,526,643 | 276,246 | 48,561,494 | 23,501,610 | 27,596,696 | 4,364,503 | 408,629 | 55,871,438 | ||||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||||||||||
| Over the time | 22,620,423 | 1,226,814 | 2,526,643 | 276,246 | 26,650,126 | 23,501,610 | 1,665,970 | 4,364,503 | 408,629 | 29,940,712 | ||||||||||||||||||||||||||||||
| At a point in time | - | 21,911,368 | - | - | 21,911,368 | - | 25,930,726 | - | - | 25,930,726 | ||||||||||||||||||||||||||||||
| Total | 22,620,423 | 23,138,182 | 2,526,643 | 276,246 | 48,561,494 | 23,501,610 | 27,596,696 | 4,364,503 | 408,629 | 55,871,438 | ||||||||||||||||||||||||||||||
| Year ended December 31, 2018 | ||||||||||||||||||||||||||||||||||||||||
| Year ended December 31, 2019 | Year ended December 31, 2019 | |||||||||||||||||||||||||||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Total | Natural Gas Transportation | Production and Commercialization of | Other Services | Telecommunications | Total | |||||||||||||||||||||||||||||||
| Primary geographical market: | ||||||||||||||||||||||||||||||||||||||||
| External market | - | 9,269,086 | - | - | 9,269,086 | - | 12,449,866 | - | - | 12,449,866 | ||||||||||||||||||||||||||||||
| Local market | 23,785,660 | 16,309,287 | 2,784,534 | 250,856 | 43,130,337 | 30,795,577 | 19,050,591 | 3,439,787 | 376,082 | 53,662,037 | ||||||||||||||||||||||||||||||
| Total | 23,785,660 | 25,578,373 | 2,784,534 | 250,856 | 52,399,423 | 30,795,577 | 31,500,457 | 3,439,787 | 376,082 | 66,111,903 | ||||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||||||||||
| Over the time | 23,785,660 | 1,084,994 | 2,784,534 | 250,856 | 27,906,044 | 30,795,577 | 1,670,192 | 3,439,787 | 376,082 | 36,281,638 | ||||||||||||||||||||||||||||||
| At a point in time | - | 24,493,379 | - | - | 24,493,379 | - | 29,830,265 | - | - | 29,830,265 | ||||||||||||||||||||||||||||||
| Total | 23,785,660 | 25,578,373 | 2,784,534 | 250,856 | 52,399,423 | 30,795,577 | 31,500,457 | 3,439,787 | 376,082 | 66,111,903 | ||||||||||||||||||||||||||||||
| Year ended December 31, 2017 | ||||||||||||||||||||||||||||||||||||||||
| Year ended December 31, 2018 | Year ended December 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Natural Gas Transportation | Production and Commercialization of Liquids | Other Services | Telecommunications | Total | Natural Gas Transportation | Production and Commercialization of | Other Services | Telecommunications | Total | |||||||||||||||||||||||||||||||
| Primary geographical market: | ||||||||||||||||||||||||||||||||||||||||
| External market | - | 6,664,863 | - | - | 6,664,863 | - | 12,618,988 | - | - | 12,618,988 | ||||||||||||||||||||||||||||||
| Local market | 11,469,824 | 10,524,331 | 1,844,712 | 190,858 | 24,029,725 | 32,381,937 | 22,203,559 | 3,790,881 | 341,517 | 58,717,894 | ||||||||||||||||||||||||||||||
| Total | 11,469,824 | 17,189,194 | 1,844,712 | 190,858 | 30,694,588 | 32,381,937 | 34,822,547 | 3,790,881 | 341,517 | 71,336,882 | ||||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||||||||||
| Over the time | 11,469,824 | 822,760 | 1,844,712 | 190,858 | 14,328,154 | 32,381,937 | 1,477,117 | 3,790,881 | 341,517 | 37,991,452 | ||||||||||||||||||||||||||||||
| At a point in time | - | 16,366,434 | - | - | 16,366,434 | - | 33,345,430 | - | - | 33,345,430 | ||||||||||||||||||||||||||||||
| Total | 11,469,824 | 17,189,194 | 1,844,712 | 190,858 | 30,694,588 | 32,381,937 | 34,822,547 | 3,790,881 | 341,517 | 71,336,882 | ||||||||||||||||||||||||||||||
Detailed information of revenues on each business segment for the years ended December 31, 2020, 2019 2018 and 20172018 is disclosed below:
| i. | Natural Gas Transportation: |
| 2020 | 2019 | 2018 | ||||||||||
| Firm | 19,086,235 | 25,214,892 | 25,641,775 | |||||||||
| Access and Charge | 839,868 | 1,137,755 | 1,184,965 | |||||||||
| Interruptible and Others | 3,575,507 | 4,442,930 | 5,555,197 | |||||||||
| Total | 23,501,610 | 30,795,577 | 32,381,937 | |||||||||
| ii. | Production and Commercialization of Liquids: |
| 2020 | 2019 | 2018 | ||||||||||
| Product | 25,602,861 | 29,554,650 | 32,493,630 | |||||||||
| Services | 1,665,970 | 1,670,192 | 1,477,117 | |||||||||
| Government grants | 327,865 | 275,615 | 851,800 | |||||||||
| Total | 27,596,696 | 31,500,457 | 34,822,547 | |||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| 2019 | 2018 | 2017 | ||||||||||
| Firm | 18,521,215 | 18,834,776 | 8,971,393 | |||||||||
| Access and Charge | 835,721 | 870,398 | 666,979 | |||||||||
| Interruptible and Others | 3,263,487 | 4,080,486 | 1,831,452 | |||||||||
| Total | 22,620,423 | 23,785,660 | 11,469,824 | |||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Product | 21,708,919 | 23,867,702 | 15,776,153 | |||||||||
| Services | 1,226,814 | 1,084,994 | 878,235 | |||||||||
| Government grants | 202,449 | 625,677 | 534,806 | |||||||||
| Total | 23,138,182 | 25,578,373 | 17,189,194 | |||||||||
Other services: |
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Conditioning and treatment | 1,273,070 | 1,130,820 | 841,091 | 2,036,984 | 1,733,165 | 1,539,505 | ||||||||||||||||||
| Operation and maintenance | 651,665 | 738,568 | 637,752 | 166,972 | 887,181 | 1,005,491 | ||||||||||||||||||
| Steam sales | 231,565 | 210,387 | 148,582 | 182,124 | 315,254 | 286,422 | ||||||||||||||||||
| Construction | 11,899 | 32,799 | 213,270 | 25,812 | 16,199 | 44,653 | ||||||||||||||||||
| UT Construction | 187,686 | 666,402 | - | 70,481 | 255,517 | 907,244 | ||||||||||||||||||
| Transportation and conditioning of Naural Gas in Vaca Muerta | 165,725 | - | - | |||||||||||||||||||||
| Transportation and conditioning of Natural Gas | 1,793,855 | 225,619 | - | |||||||||||||||||||||
| Others | 5,033 | 5,558 | 4,017 | 88,275 | 6,852 | 7,566 | ||||||||||||||||||
| Total | 2,526,643 | 2,784,534 | 1,844,712 | 4,364,503 | 3,439,787 | 3,790,881 | ||||||||||||||||||
| i) | Cost of sales |
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Inventories at the beginning of the year | 554,218 | 282,659 | 371,470 | 418,823 | 754,516 | 384,814 | ||||||||||||||||||
| Purchases | 12,052,590 | 13,630,238 | 9,250,971 | 12,670,943 | 16,408,467 | 18,556,286 | ||||||||||||||||||
| Operating costs (Note 8.i.) | 12,076,335 | 11,544,187 | 9,021,164 | 15,047,441 | 16,440,793 | 15,716,324 | ||||||||||||||||||
| Inventories at the end of the year | (307,640 | ) | (554,218 | ) | (282,659 | ) | (571,502 | ) | (418,823 | ) | (754,516 | ) | ||||||||||||
| Total | 24,375,503 | 24,902,866 | 18,360,946 | 27,565,705 | 33,184,953 | 33,902,908 | ||||||||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
j) Expenses by nature – Information required under art. 64 paragraph I, clause B) Commercial Companies Law
| 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | Operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Accounts | Total | Regulated Activities | Non Regulated Activities | Administrative expenses | Selling expenses | Financial expenses | Total | Regulated Activities | Non Regulated Activities | Administrative expenses | Selling expenses | Financial expenses | ||||||||||||||||||||||||||||||||||||
| Salaries, wages and other compensations | 3,193,390 | 1,463,206 | 953,222 | 604,578 | 172,384 | - | 4,050,804 | 1,813,778 | 1,265,416 | 741,580 | 230,030 | - | ||||||||||||||||||||||||||||||||||||
| Social security taxes | 595,112 | 271,610 | 170,506 | 117,055 | 35,941 | - | 823,941 | 355,095 | 253,176 | 165,837 | 49,833 | - | ||||||||||||||||||||||||||||||||||||
| Compensation to Directors and Supervisory Committee | 32,528 | - | - | 32,528 | - | - | 40,039 | - | - | 40,039 | - | - | ||||||||||||||||||||||||||||||||||||
| Professional services fees | 483,128 | 15,383 | 248,648 | 186,970 | 32,127 | - | 316,283 | 34,515 | 13,299 | 241,111 | 27,358 | - | ||||||||||||||||||||||||||||||||||||
| Technical operator assistance fees | 1,144,777 | 776,200 | 368,577 | - | - | - | 1,430,462 | 589,450 | 841,012 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Materials | 387,772 | 169,415 | 218,357 | - | - | - | 453,037 | 164,268 | 288,769 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Third parties services | 435,870 | 180,037 | 222,864 | 24,485 | 8,484 | - | 518,110 | 235,552 | 262,707 | 19,290 | 561 | - | ||||||||||||||||||||||||||||||||||||
| Telecommunications and post expenses | 44,810 | 12,956 | 6,097 | 23,952 | 1,805 | - | 47,420 | 13,338 | 10,523 | 20,785 | 2,774 | - | ||||||||||||||||||||||||||||||||||||
| Rents | 43,758 | 12,717 | 21,141 | 8,888 | 1,012 | - | 25,197 | 10,096 | 5,185 | 9,157 | 759 | - | ||||||||||||||||||||||||||||||||||||
| Transports and freight | 115,986 | 73,000 | 40,551 | 2,435 | - | - | 156,729 | 92,915 | 61,244 | 2,570 | - | - | ||||||||||||||||||||||||||||||||||||
| Easements | 91,941 | 87,367 | 4,574 | - | - | - | 98,444 | 87,574 | 10,870 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Offices supplies | 13,332 | 4,019 | 2,310 | 5,183 | 1,820 | - | 9,056 | 3,087 | 1,288 | 4,408 | 273 | - | ||||||||||||||||||||||||||||||||||||
| Travels expenses | 132,485 | 65,497 | 35,936 | 27,340 | 3,712 | - | 68,320 | 30,715 | 19,972 | 15,111 | 2,522 | - | ||||||||||||||||||||||||||||||||||||
| Insurance | 96,399 | 47,111 | 38,101 | 6,391 | 4,796 | - | 255,898 | 146,906 | 91,016 | 17,962 | 14 | - | ||||||||||||||||||||||||||||||||||||
| Property, plant and equipment maintenance | 2,566,969 | 2,233,041 | 298,406 | 35,522 | - | - | 1,872,450 | 1,609,864 | 230,192 | 32,394 | - | - | ||||||||||||||||||||||||||||||||||||
| Depreciation of property, plant and equipment | 3,695,615 | 2,842,666 | 697,391 | 155,558 | - | - | 6,161,233 | 4,222,188 | 1,598,481 | 340,564 | - | - | ||||||||||||||||||||||||||||||||||||
| Taxes and contributions | 3,044,070 | 334,176 | 24,473 | 3,903 | 2,681,518 | (1) | - | 3,003,392 | 505,742 | 26,080 | 1,278 | 2,470,292 | (1 | ) | - | |||||||||||||||||||||||||||||||||
| Advertising | 90,137 | - | - | - | 90,137 | - | 85,997 | - | - | - | 85,997 | - | ||||||||||||||||||||||||||||||||||||
| Doubtful accounts | 2,435 | - | - | - | 2,435 | - | 95,067 | - | - | - | 95,067 | - | ||||||||||||||||||||||||||||||||||||
| Banks expenses | 19,308 | - | - | 19,308 | - | - | 23,734 | - | - | 23,734 | - | - | ||||||||||||||||||||||||||||||||||||
| Interests expense | 2,509,815 | - | - | - | - | 2,509,815 | 3,358,279 | - | - | - | - | 3,358,279 | ||||||||||||||||||||||||||||||||||||
| Foreign exchange loss | 15,636,514 | - | - | - | - | 15,636,514 | 14,836,082 | - | - | - | - | 14,836,082 | ||||||||||||||||||||||||||||||||||||
| Capitalized financial costs | (446,195 | ) | - | - | - | - | (446,195 | ) | ||||||||||||||||||||||||||||||||||||||||
| Costs of services rendered to third parties | 13,664 | - | 13,664 | - | - | - | 108,667 | - | 108,667 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Other expenses | 132,706 | 79,239 | 43,877 | 6,204 | 3,386 | - | 53,697 | 22,482 | 21,979 | 6,972 | 2,264 | - | ||||||||||||||||||||||||||||||||||||
| Total 2019 | 34,076,326 | 8,667,640 | 3,408,695 | 1,260,300 | 3,039,557 | 17,700,134 | ||||||||||||||||||||||||||||||||||||||||||
Total 2020 | 37,892,338 | 9,937,565 | 5,109,876 | 1,682,792 | 2,967,744 | 18,194,361 | ||||||||||||||||||||||||||||||||||||||||||
| (1) | Includes tax on exports for Ps. 421,172 for the year ended December 31, 2020. |
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | Operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts | Total | Regulated Activities | Non Regulated Activities | Administrative expenses | Selling expenses | Financial expenses | Total | Regulated Activities | Non Regulated Activities | Administrative expenses | Selling expenses | Financial expenses | ||||||||||||||||||||||||||||||||||||
| Salaries, wages and other contributions | 2,942,737 | 1,370,862 | 873,457 | 549,048 | 149,370 | - | 4,347,500 | 1,992,017 | 1,297,722 | 823,076 | 234,685 | - | ||||||||||||||||||||||||||||||||||||
| Social security taxes | 492,620 | 222,669 | 130,665 | 107,092 | 32,194 | - | 810,188 | 369,771 | 232,128 | 159,359 | 48,930 | - | ||||||||||||||||||||||||||||||||||||
| Compensation to Directors and Supervisory Committee | 39,718 | - | - | 39,718 | - | - | 44,284 | - | - | 44,284 | - | - | ||||||||||||||||||||||||||||||||||||
| Professional services fees | 422,573 | 10,841 | 208,637 | 192,647 | 10,448 | - | 657,734 | 20,943 | 338,511 | 254,542 | 43,738 | - | ||||||||||||||||||||||||||||||||||||
| Technical operator assistance fees | 2,026,244 | 1,289,165 | 737,079 | - | - | - | 1,558,506 | 1,056,723 | 501,783 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Materials | 344,492 | 105,664 | 238,828 | - | - | - | 527,916 | 230,643 | 297,273 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Third parties services | 402,701 | 157,394 | 200,379 | 30,443 | 14,485 | - | 593,395 | 245,103 | 303,408 | 33,334 | 11,550 | - | ||||||||||||||||||||||||||||||||||||
| Telecommunications and post expenses | 33,498 | 6,455 | 4,395 | 21,933 | 715 | - | 61,003 | 17,638 | 8,300 | 32,608 | 2,457 | - | ||||||||||||||||||||||||||||||||||||
| Rents | 38,129 | 11,779 | 15,846 | 9,147 | 1,357 | - | 59,572 | 17,313 | 28,781 | 12,100 | 1,378 | - | ||||||||||||||||||||||||||||||||||||
| Transports and freight | 104,751 | 64,965 | 35,357 | 4,429 | - | - | 157,904 | 99,383 | 55,206 | 3,315 | - | - | ||||||||||||||||||||||||||||||||||||
| Easements | 83,186 | 83,186 | - | - | - | - | 125,169 | 118,942 | 6,227 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Offices supplies | 10,763 | 3,647 | 1,324 | 4,815 | 977 | - | 18,150 | 5,471 | 3,145 | 7,056 | 2,478 | - | ||||||||||||||||||||||||||||||||||||
| Travels expenses | 131,177 | 58,722 | 41,135 | 25,222 | 6,098 | - | 180,366 | 89,168 | 48,923 | 37,221 | 5,054 | - | ||||||||||||||||||||||||||||||||||||
| Insurance | 101,944 | 58,713 | 36,451 | 6,775 | 5 | - | 131,238 | 64,137 | 51,871 | 8,701 | 6,529 | - | ||||||||||||||||||||||||||||||||||||
| Property, plant and equipment maintenance | 1,946,371 | 1,700,665 | 221,697 | 24,009 | - | - | 3,494,687 | 3,040,075 | 406,252 | 48,360 | - | - | ||||||||||||||||||||||||||||||||||||
| Depreciation of property, plant and equipment | 3,419,820 | 2,481,136 | 527,193 | 411,491 | - | - | 5,031,234 | 3,870,024 | 949,432 | 211,778 | - | - | ||||||||||||||||||||||||||||||||||||
| Taxes and contributions | 2,578,080 | 262,317 | 30,893 | 3,274 | 2,281,596 | (1) | - | 4,144,215 | 454,949 | 33,318 | 5,314 | 3,650,634 | (1 | ) | - | |||||||||||||||||||||||||||||||||
| Advertising | 7,470 | - | - | - | 7,470 | - | 122,713 | - | - | - | 122,713 | - | ||||||||||||||||||||||||||||||||||||
| Doubtful accounts | 203,860 | - | - | - | 203,860 | - | 3,315 | - | - | - | 3,315 | - | ||||||||||||||||||||||||||||||||||||
| Banks expenses | 18,691 | - | - | 18,691 | - | - | 26,286 | - | - | 26,286 | - | - | ||||||||||||||||||||||||||||||||||||
| Interests expense | 2,577,365 | - | - | - | - | 2,577,365 | 3,416,877 | - | - | - | - | 3,416,877 | ||||||||||||||||||||||||||||||||||||
| Foreign exchange loss | 20,185,935 | - | - | - | - | 20,185,935 | 21,287,642 | - | - | - | - | 21,287,642 | ||||||||||||||||||||||||||||||||||||
Capitalized finance costs | (607,453 | ) | - | - | - | - | (607,453 | ) | ||||||||||||||||||||||||||||||||||||||||
| Costs of services rendered to third parties | 254,250 | - | 254,250 | - | - | - | 18,602 | - | 18,602 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Other expenses | 135,374 | 56,152 | 42,269 | 30,846 | 6,107 | - | 180,667 | 107,877 | 59,734 | 8,446 | 4,610 | - | ||||||||||||||||||||||||||||||||||||
| Year ended Deccember 31, 2018 | 38,501,749 | 7,944,332 | 3,599,855 | 1,479,580 | 2,714,682 | 22,763,300 | ||||||||||||||||||||||||||||||||||||||||||
Total 2019 | 46,391,710 | 11,800,177 | 4,640,616 | 1,715,780 | 4,138,071 | 24,097,066 | ||||||||||||||||||||||||||||||||||||||||||
(1) | Includes tax on exports of Ps. 1,148,234 for the year ended December 31, 2019. |
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| 2017 | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | Operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Accounts | Total | Regulated Activities | Non Regulated Activities | Administrative expenses | Selling expenses | Financial expenses | Total | Regulated Activities | Non Regulated Activities | Administrative expenses | Selling expenses | Financial expenses | ||||||||||||||||||||||||||||||||||||
| Salaries, wages and other compensations | 2,755,821 | 1,329,370 | 721,780 | 550,569 | 154,102 | - | 4,006,260 | 1,866,300 | 1,189,130 | 747,477 | 203,353 | - | ||||||||||||||||||||||||||||||||||||
| Social security taxes | 474,525 | 208,944 | 123,835 | 108,080 | 33,666 | - | 670,656 | 303,143 | 177,888 | 145,796 | 43,829 | - | ||||||||||||||||||||||||||||||||||||
| Compensation to Directors and Supervisory Committee | 21,253 | - | - | 21,253 | - | - | 54,072 | - | - | 54,072 | - | - | ||||||||||||||||||||||||||||||||||||
| Professional services fees | 153,215 | 3,706 | 7,585 | 129,187 | 12,737 | - | 575,292 | 14,758 | 284,039 | 262,271 | 14,224 | - | ||||||||||||||||||||||||||||||||||||
| Technical operator assistance fees | 887,901 | 400,020 | 487,881 | - | - | - | 2,758,540 | 1,755,077 | 1,003,463 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Materials | 149,305 | 46,117 | 103,188 | - | - | - | 468,994 | 143,852 | 325,142 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Third parties services | 317,596 | 132,233 | 159,075 | 26,288 | - | - | 548,240 | 214,277 | 272,797 | 41,446 | 19,720 | - | ||||||||||||||||||||||||||||||||||||
| Telecommunications and post expenses | 24,756 | 3,307 | 3,034 | 17,223 | 1,192 | - | 45,605 | 8,788 | 5,983 | 29,860 | 974 | - | ||||||||||||||||||||||||||||||||||||
| Rents | 16,828 | 4,863 | 2,432 | 8,372 | 1,161 | - | 51,909 | 16,036 | 21,573 | 12,453 | 1,847 | - | ||||||||||||||||||||||||||||||||||||
| Transports and freight | 89,022 | 52,995 | 30,416 | 5,560 | 51 | - | 142,608 | 88,444 | 48,135 | 6,029 | - | - | ||||||||||||||||||||||||||||||||||||
| Easements | 54,249 | 54,249 | - | - | - | - | 113,250 | 113,250 | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Offices supplies | 8,633 | 2,561 | 900 | 4,027 | 1,145 | - | 14,654 | 4,966 | 1,803 | 6,555 | 1,330 | - | ||||||||||||||||||||||||||||||||||||
| Travels expenses | 47,741 | 21,350 | 7,865 | 13,831 | 4,695 | - | 178,586 | 79,945 | 56,001 | 34,338 | 8,302 | - | ||||||||||||||||||||||||||||||||||||
| Insurance | 81,007 | 47,294 | 26,962 | 6,013 | 738 | - | 138,786 | 79,933 | 49,624 | 9,223 | 6 | - | ||||||||||||||||||||||||||||||||||||
| Property, plant and equipment maintenance | 1,546,413 | 1,331,530 | 198,875 | 13,290 | 2,718 | - | 2,649,800 | 2,315,295 | 301,820 | 32,685 | - | - | ||||||||||||||||||||||||||||||||||||
| Depreciation of property, plant and equipment | 3,107,746 | 2,414,921 | 500,115 | 192,710 | - | - | 4,655,763 | 3,377,834 | 717,723 | 560,206 | - | - | ||||||||||||||||||||||||||||||||||||
| Taxes and contributions | 1,413,444 | 327,852 | 20,606 | 1,824 | 1,063,162 | (1) | - | 3,509,811 | 357,119 | 42,057 | 4,457 | 3,106,178 | (1 | ) | - | |||||||||||||||||||||||||||||||||
| Advertising | 1,180 | - | 5 | - | 1,175 | - | 10,170 | - | - | - | 10,170 | - | ||||||||||||||||||||||||||||||||||||
| Doubtful accounts | (35,989 | ) | - | - | - | (35,989 | ) | - | 277,537 | - | - | - | 277,537 | - | ||||||||||||||||||||||||||||||||||
| Banks expenses | 11,102 | - | - | 11,102 | - | - | 25,446 | - | - | 25,446 | - | - | ||||||||||||||||||||||||||||||||||||
| Interests expense | 1,301,985 | - | - | - | - | 1,301,985 | 3,508,840 | - | - | - | - | 3,508,840 | ||||||||||||||||||||||||||||||||||||
| Foreign exchange loss | 1,718,617 | - | - | - | - | 1,718,617 | 27,481,250 | - | - | - | - | 27,481,250 | ||||||||||||||||||||||||||||||||||||
| Other financial charges | 258,315 | - | - | - | - | 258,315 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Costs of services rendered to third parties | 177,326 | - | 177,326 | - | - | - | 346,137 | - | 346,137 | - | - | - | ||||||||||||||||||||||||||||||||||||
| Other expenses | 88,909 | 47,134 | 20,838 | 19,607 | 1,330 | - | 184,301 | 76,447 | 57,545 | 41,995 | 8,314 | - | ||||||||||||||||||||||||||||||||||||
| Total 2017 | 14,670,900 | 6,428,446 | 2,592,718 | 1,128,936 | 1,241,883 | 3,278,917 | ||||||||||||||||||||||||||||||||||||||||||
Total 2018 | 52,416,507 | 10,815,464 | 4,900,860 | 2,014,309 | 3,695,784 | 30,990,090 | ||||||||||||||||||||||||||||||||||||||||||
| (1) | Includes tax on exports for Ps. 521,232 for the year ended December 31, 2018 |
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
k) Net financial results
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Financial income | ||||||||||||||||||||||||
| Interest income | 719,559 | 2,069,473 | 204,776 | 546,600 | 979,612 | 2,817,393 | ||||||||||||||||||
| Foreign exchange gain | 7,815,595 | 12,559,251 | 863,880 | 4,968,821 | 10,640,197 | 17,098,238 | ||||||||||||||||||
| Subtotal | 8,535,154 | 14,628,724 | 1,068,656 | 5,515,421 | 11,619,809 | 19,915,631 | ||||||||||||||||||
| Financial expenses | ||||||||||||||||||||||||
| Interest expense | (2,509,815 | ) | (2,577,365 | ) | (1,301,985 | ) | (3,358,279 | ) | (3,416,877 | ) | (3,508,840 | ) | ||||||||||||
| Foreign exchange loss | (15,636,514 | ) | (20,185,935 | ) | (1,718,617 | ) | (14,836,082 | ) | (21,287,642 | ) | (27,481,250 | ) | ||||||||||||
| less: Capitalized finance costs | 446,195 | - | - | - | 607,453 | - | ||||||||||||||||||
| Subtotal | (17,700,134 | ) | (22,763,300 | ) | (3,020,602 | ) | (18,194,361 | ) | (24,097,066 | ) | (30,990,090 | ) | ||||||||||||
| Other financial results | ||||||||||||||||||||||||
| Notes repurchase results | 399,356 | - | - | |||||||||||||||||||||
| Derivative financial instruments results | (19,172 | ) | 163,192 | - | 449,575 | (26,101 | ) | 222,171 | ||||||||||||||||
| Fair value gains on financial instruments through profit or loss | 542,218 | 2,112,016 | 680,678 | |||||||||||||||||||||
| Fair value (losses) / gains on financial instruments through profit or loss | (7,265,635 | ) | 738,179 | 2,875,311 | ||||||||||||||||||||
| Others | (409,659 | ) | (374,619 | ) | (258,315 | ) | (358,075 | ) | (557,712 | ) | (510,009 | ) | ||||||||||||
| Subtotal | 113,387 | 1,900,589 | 422,363 | (6,774,779 | ) | 154,366 | 2,587,473 | |||||||||||||||||
| Gain on net monetary position | 6,154,172 | 1,855,519 | 716,821 | 6,482,061 | 8,378,326 | 2,526,114 | ||||||||||||||||||
| Total | (2,897,421 | ) | (4,378,468 | ) | (812,762 | ) | (12,971,658 | ) | (3,944,565 | ) | (5,960,872 | ) | ||||||||||||
(1) |
| 2019 | 2018 | 2017 | ||||||||||
Net increase in provisions (1) | (156,124 | ) | (1,185,743 | ) | (351,039 | ) | ||||||
| Recovery of insurance | - | 36,726 | 299,495 | |||||||||
| Write off of other receivables | - | - | (161,596 | ) | ||||||||
| Others | 28,598 | (221,302 | ) | (204,663 | ) | |||||||
| Total | (127,526 | ) | (1,370,319 | ) | (417,803 | ) | ||||||
| 2019 | 2018 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| VRD bonds | 3,355 | 5,403 | 8,790 | 13,476 | ||||||||||||
| US Treasury Bills | 1,040,605 | - | - | - | ||||||||||||
| Total | 1,043,960 | 5,403 | 8,790 | 13,476 | ||||||||||||
| 2019 | 2018 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| Vacation benefit payable | 305,847 | - | 262,577 | - | ||||||||||||
| Annual bonus payable | 205,541 | - | 205,159 | - | ||||||||||||
| Social security taxes payable | 130,942 | - | 103,654 | - | ||||||||||||
| UT | 6,121 | 18,766 | ||||||||||||||
| Total | 648,451 | - | 590,156 | - | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
Net increase in provisions (1) | (154,391 | ) | (212,548 | ) | (1,614,277 | ) | ||||||
Recovery of insurance | 236,978 | - | 49,999 | |||||||||
Others | 17,242 | 38,934 | (301,282 | ) | ||||||||
| Total | 99,829 | (173,614 | ) | (1,865,560 | ) | |||||||
m) Other financial assets at amortized cost
| 2020 | 2019 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
Fixed term deposits in foreign currency | - | 13,755,917 | - | - | ||||||||||||
VRD bonds | 3,044 | 3,095 | 4,568 | 7,356 | ||||||||||||
US Treasury Bills | - | - | 1,416,685 | - | ||||||||||||
Private debt bonds | 15,275 | - | - | - | ||||||||||||
| Total | 18,319 | 13,759,012 | 1,421,253 | 7,356 | ||||||||||||
n) Other financial assets at fair value through profit or loss
| 2020 | 2019 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| Public debt bonds | 2,120,788 | - | - | - | ||||||||||||
| Total | 2,120,788 | - | - | - | ||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| 2019 | 2018 | ||||||||||||||||||||||||||||||||||||||
| Issuer Information | |||||||||||||||||||||||||||||||||||||||
| Description of securities | Last financial statemets issued | ||||||||||||||||||||||||||||||||||||||
| Name and issuer | Face value | Amount | Cost | Book value | Main business | Date | Common stock | Net (loss) / income for the year / period | Shareholders equity | % of Common Stock | Book value | ||||||||||||||||||||||||||||
| Transporte y Servicios de Gas en Uruguay S.A. | Ps. Uru. 1 | 196,000 | 182 | 6,627 | Pipeline maintenance | 09/30/2019 | 28 | (783 | ) | 14,308 | 49.00 | 8,919 | |||||||||||||||||||||||||||
Emprendimientos de Gas del Sur S.A. (in liquidation) | $ | 1 | 116,130 | 2,025 | 418 | Pipeline constructionand operation services | 09/30/2019 | 237 | (186 | ) | 854 | 49.00 | 498 | ||||||||||||||||||||||||||
| Gas Link S.A. | $ | 1 | 502,962 | 8,595 | 71,615 | Pipeline construction and operation services | 09/30/2019 | 1,026 | 6,990 | 396,461 | �� | 49.00 | 102,373 | ||||||||||||||||||||||||||
| Total | 78,660 | 111,790 | |||||||||||||||||||||||||||||||||||||
o) Payroll and social security taxes payable
| 2020 | 2019 | |||||||||||||||
| Current | Non Current | Current | Non Current | |||||||||||||
| Vacation benefit payable | 673,531 | - | 416,382 | - | ||||||||||||
| Annual bonus payable | 297,999 | - | 279,825 | - | ||||||||||||
| Social security taxes payable | 174,886 | - | 178,265 | - | ||||||||||||
| UT | 1,572 | - | 8,333 | - | ||||||||||||
| Total | 1,147,988 | - | 882,805 | - | ||||||||||||
9. INVESTMENTS IN ASSOCIATES
| 2020 | 2019 | ||||||||||||||||||||||||||||||||||||||
| Issuer Information | |||||||||||||||||||||||||||||||||||||||
| Description of securities | Last financial statemets issued | ||||||||||||||||||||||||||||||||||||||
Name and issuer | Face value | Amount | Cost | Book value | Main business | Date | Common stock | Net (loss) / income for the year/period | Shareholders equity | % of Common Stock | Book value | ||||||||||||||||||||||||||||
Transporte y Servicios de Gas en Uruguay S.A. | Ps. Uru. 1 | 196,000 | 248 | 8,540 | Pipeline maintenance | 09/30/2020 | 28 | (868 | ) | 17,428 | 49.00 | 9,022 | |||||||||||||||||||||||||||
Emprendimientos de Gas del Sur S.A. (in liquidation) | $ | 1 | 116,130 | 2,757 | 490 | Pipeline construction and operation services | 09/30/2020 | 237 | (131 | ) | 1,000 | 49.00 | 569 | ||||||||||||||||||||||||||
| Gas Link S.A. | $ | 1 | 502,962 | 11,701 | 119,365 | Pipeline construction and operation services | 09/30/2020 | 1,026 | 27,254 | 622,779 | 49.00 | 97,497 | |||||||||||||||||||||||||||
| Total | 128,395 | 107,088 | |||||||||||||||||||||||||||||||||||||
10.JOINT ARRANGEMENTS
TGS jointly with SACDE applied for the public tender launched by the Argentine Government for the construction of a connection pipeline in the province of Santa Fe. This tender was finally obtained by the UT whose sole purpose is the execution of such works. For further information, see Note 23.
The Company participates in the UT in a percentage of 51% on the rights of the assets and on the obligations related to them. TGS consolidates line by line assets, liabilities and results of the UT based on the aforementioned percentage of participation.
| 2019 | 2018 | |||||||
| Consolidated Statements of financial position | ||||||||
| Non Current assets | - | - | ||||||
| Current Assets | 232,849 | 300,649 | ||||||
| Total | 232,849 | 300,649 | ||||||
| Non Current Liabilities | - | - | ||||||
| Current Liabilities | 414,323 | 261,274 | ||||||
| Total | 414,323 | 261,274 | ||||||
| 2019 | 2018 | 2017 | ||||||||||
| Consolidated Statements of comprehensive income | ||||||||||||
| Gross (loss) / profit | (154,303 | ) | 52,112 | 1,226 | ||||||||
| Operating (loss) / profit | (172,298 | ) | 37,517 | (38 | ) | |||||||
| Net Financial results | (21,069 | ) | 1,611 | 348 | ||||||||
| Comprehensive (loss) / income | (193,367 | ) | 39,128 | 310 | ||||||||
| 2019 | 2018 | 2017 | ||||||||||
| EGS (in liquidation) | (80 | ) | 4,770 | 32 | ||||||||
| TGU | (664 | ) | (68 | ) | 438 | |||||||
| Link | (31,114 | ) | 23,306 | 32,821 | ||||||||
| Total | (31,858 | ) | 28,008 | 33,291 | ||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| 2019 | ||||||||||||||||||||||||||||||||||||||||||||
| Cost | Depreciation | |||||||||||||||||||||||||||||||||||||||||||
| Account | Beginning of the year | Additions | Retirements | Transfers | End of the year | Accumulated at the beginning of the year | Retirements | For the year | rate % | Accumulated at the end of the year | Net book value | |||||||||||||||||||||||||||||||||
| Pipelines | 61,419,814 | - | 13,330 | 1,933,215 | 63,339,699 | 29,732,526 | 7,747 | 1,518,032 | 2.2 | 31,242,811 | 32,096,888 | |||||||||||||||||||||||||||||||||
| Compressor plants | 23,468,780 | 399,897 | 179,885 | 2,033,984 | 25,722,776 | 16,260,945 | 108,445 | 1,067,625 | 3.3 to 25 | 17,220,125 | 8,502,651 | |||||||||||||||||||||||||||||||||
| Other plants | 26,488 | - | - | - | 26,488 | 8,039 | - | 899 | 3.3 | 8,938 | 17,550 | |||||||||||||||||||||||||||||||||
Stations of regulation and/or measurement of pressure | 2,091,798 | - | - | 76,900 | 2,168,698 | 1,668,370 | - | 57,681 | 4.0 | 1,726,051 | 442,647 | |||||||||||||||||||||||||||||||||
| Other technical installations | 413,717 | - | - | 7,440 | 421,157 | 353,051 | - | 9,250 | 6.7 | 362,301 | 58,856 | |||||||||||||||||||||||||||||||||
Subtotal assets related to natural gas transportation service | 87,420,597 | 399,897 | 193,215 | 4,051,539 | 91,678,818 | 48,022,931 | 116,192 | 2,653,487 | 50,560,226 | 41,118,592 | ||||||||||||||||||||||||||||||||||
| Non-regulated segment Pipelines | 124,829 | - | - | 10,109,995 | 10,234,824 | 63,362 | - | 62,977 | 2.2 | 126,339 | 10,108,485 | |||||||||||||||||||||||||||||||||
| Non-regulated segment Compressor plants | 1,910,728 | - | - | 145,605 | 2,056,333 | 582,695 | - | 217,431 | 3.3 to 25 | 800,126 | 1,256,207 | |||||||||||||||||||||||||||||||||
| Non-regulated segment Other plants | 13,326,401 | - | - | 4,726,393 | 18,052,794 | 9,976,456 | - | 312,521 | 3.3 | 10,288,977 | 7,763,817 | |||||||||||||||||||||||||||||||||
Non-regulated segment Stations of regulation and/or measurement of pressure | 160,534 | 11,284 | - | 457,977 | 629,795 | 32,186 | - | 11,582 | 4.0 | 43,768 | 586,027 | |||||||||||||||||||||||||||||||||
| Non-regulated segment Other technical installations | 254,016 | - | - | - | 254,016 | 75,525 | - | 22,868 | 6.7 | 98,393 | 155,623 | |||||||||||||||||||||||||||||||||
| Subtotal assets related to Other Services and | ||||||||||||||||||||||||||||||||||||||||||||
| Production and Commercialization of Liquids | 15,776,508 | 11,284 | - | 15,439,970 | 31,227,762 | 10,730,224 | - | 627,379 | 11,357,603 | 19,870,159 | ||||||||||||||||||||||||||||||||||
| Lands | 165,136 | 189,003 | - | - | 354,139 | - | - | - | - | - | 354,139 | |||||||||||||||||||||||||||||||||
| Buildings and constructions | 3,119,619 | - | 948 | 428,387 | 3,547,058 | 1,761,692 | 11 | 58,976 | 2.0 | 1,820,657 | 1,726,401 | |||||||||||||||||||||||||||||||||
| Facilities and features in building | 263,700 | - | - | 97 | 263,797 | 105,381 | - | 10,927 | 4.0 | 116,308 | 147,489 | |||||||||||||||||||||||||||||||||
| Machinery, equipment and tools | 933,683 | 172,586 | 7,758 | 6,207 | 1,104,718 | 578,196 | 7,758 | 80,007 | 6.7 to 10 | 650,445 | 454,273 | |||||||||||||||||||||||||||||||||
| UT Machinery, equipment and tools | 909 | - | - | - | 909 | 686 | - | 223 | 6.7 to 10 | 909 | - | |||||||||||||||||||||||||||||||||
| Computers and Telecommunication systems | 4,177,609 | 3,440 | - | 662,582 | 4,843,631 | 3,420,768 | - | 221,927 | 6.7 to 20 | 3,642,695 | 1,200,936 | |||||||||||||||||||||||||||||||||
| Vehicles | 455,370 | 80,860 | 24,497 | - | 511,733 | 320,725 | 23,144 | 41,452 | 20 | 339,033 | 172,700 | |||||||||||||||||||||||||||||||||
| Furniture | 228,540 | - | - | - | 228,540 | 221,308 | - | 1,237 | 10 | 222,545 | 5,995 | |||||||||||||||||||||||||||||||||
| Materials | 2,363,440 | 2,259,125 | 21,545 | (1,458,699 | ) | 3,142,321 | - | - | - | - | - | 3,142,321 | ||||||||||||||||||||||||||||||||
| Line pack | 578,707 | - | - | (84,156 | ) | 494,551 | 27,646 | - | - | - | 27,646 | 466,905 | ||||||||||||||||||||||||||||||||
| Works in progress | 9,216,602 | 15,722,143 | - | (19,045,927 | ) | 5,892,818 | - | - | - | - | - | 5,892,818 | ||||||||||||||||||||||||||||||||
| Total | 124,700,420 | 18,838,338 | 247,963 | - | 143,290,795 | 65,189,557 | 147,105 | 3,695,615 | 68,738,067 | 74,552,728 | ||||||||||||||||||||||||||||||||||
The breakdown of the amounts included in the statements of financial position related to the Company's participation in the UT and its results is the following:
| 2020 | 2019 | |||||||
| Consolidated Statements of financial position | ||||||||
Non Current assets | - | - | ||||||
Current Assets | 165,873 | 317,002 | ||||||
| Total | 165,873 | 317,002 | ||||||
Non Current Liabilities | - | - | ||||||
Current Liabilities | 380,314 | 564,062 | ||||||
| Total | 380,314 | 564,062 | ||||||
| Consolidated Statements of comprehensive income | 2020 | 2019 | 2018 | |||||||||
Gross profit / (loss) | 4,563 | (210,069 | ) | 70,946 | ||||||||
Operating (loss) / profit | (1,265 | ) | (234,568 | ) | 51,076 | |||||||
Net Financial results | 74,877 | (28,683 | ) | 2,193 | ||||||||
| Comprehensive (loss) / income | 73,612 | (263,251 | ) | 53,269 | ||||||||
11. PROFIT FROM ASSOCIATES
| 2020 | 2019 | 2018 | ||||||||||
EGS (in liquidation) | (79 | ) | (109 | ) | 6,494 | |||||||
TGU | (482 | ) | (904 | ) | (93 | ) | ||||||
Link | 21,871 | (42,359 | ) | 31,729 | ||||||||
| Total | 21,310 | (43,372 | ) | 38,130 | ||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT
| 2018 | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost | Depreciation | Cost | Depreciation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Account | Beginning of the year | Additions | Retirements | Transfers | End of the year | Accumulated at the beginning of the year | Retirements | For the year | rate % | Accumulated at the end of the year | Net book value | Beginning of the year | Additions | Retirements | Transfers | End of the year | Accumulated at the beginning of the year | Retirements | For the year | rate % | Accumulated at the end of the year | Impairment | Net book value | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pipelines | 60,167,955 | - | 27,845 | 1,279,704 | 61,419,814 | 28,257,137 | 461 | 1,475,850 | 2.2 | 29,732,526 | 31,687,288 | 86,231,036 | - | (35,101 | ) | 3,444,963 | 89,640,898 | 42,534,145 | (19,248 | ) | 2,199,034 | 2.2 | 44,713,931 | 2,366,584 | 42,560,383 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Compressor plants | 22,369,570 | - | 474,819 | 1,574,029 | 23,468,780 | 15,721,120 | 429,105 | 968,930 | 3.3 to 25 | 16,260,945 | 7,207,835 | 35,019,137 | 7,198 | - | 3,234,851 | 38,261,186 | 23,443,580 | - | 1,612,640 | 3.3 to 25 | 25,056,220 | 710,834 | 12,494,132 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other plants | 26,488 | - | - | - | 26,488 | 7,141 | - | 898 | 3.3 | 8,039 | 18,449 | 36,061 | - | - | - | 36,061 | 12,169 | - | 1,223 | 3.3 | 13,392 | 1,139 | 21,530 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stations of regulation and/or measurement of pressure | 2,093,130 | 1,663 | 9,150 | 6,155 | 2,091,798 | 1,620,632 | 7,942 | 55,680 | 4.0 | 1,668,370 | 423,428 | 2,952,477 | - | (973 | ) | 86,690 | 3,038,194 | 2,349,855 | (852 | ) | 81,942 | 4.0 | 2,430,945 | 31,711 | 575,538 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other technical installations | 407,598 | - | 2,046 | 8,165 | 413,717 | 346,264 | 2,046 | 8,833 | 6.7 | 353,051 | 60,666 | 573,367 | - | - | 5,324 | 578,691 | 493,239 | - | 12,844 | 6.7 | 506,083 | 3,788 | 68,820 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subtotal assets related to | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| natural gas transportation service | 85,064,741 | 1,663 | 513,860 | 2,868,053 | 87,420,597 | 45,952,294 | 439,554 | 2,510,191 | 48,022,931 | 39,397,666 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subtotal assets related to natural gas transportation service | 124,812,078 | 7,198 | (36,074 | ) | 6,771,828 | 131,555,030 | 68,832,988 | (20,100 | ) | 3,907,683 | 72,720,571 | 3,114,056 | 55,720,403 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-regulated segment Pipelines | 124,829 | - | - | - | 124,829 | 61,868 | - | 1,494 | 2.2 | 63,362 | 61,467 | 13,933,750 | 239 | - | 821,049 | 14,755,038 | 171,999 | - | 488,543 | 2.2 | 660,542 | - | 14,094,496 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-regulated segment Compressor plants | 1,898,166 | - | 4,330 | 16,892 | 1,910,728 | 395,448 | 808 | 188,055 | 3.3 to 25 | 582,695 | 1,328,033 | 2,799,504 | - | - | 44,333 | 2,843,837 | 1,089,298 | - | 302,829 | 3.3 to 25 | 1,392,127 | - | 1,451,710 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-regulated segment Other plants | 13,744,847 | 9,207 | 1,029,228 | 601,575 | 13,326,401 | 10,676,085 | 950,340 | 250,711 | 3.3 | 9,976,456 | 3,349,945 | 24,577,179 | - | (673 | ) | 1,200,338 | 25,776,844 | 14,007,475 | (5 | ) | 623,057 | 3.3 | 14,630,527 | - | 11,146,317 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-regulated segment Stations of regulation and/or | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| measurement of pressure | 160,534 | - | - | - | 160,534 | 25,765 | - | 6,421 | 4.0 | 32,186 | 128,348 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-regulated segment Stations of regulation and/or measurement of pressure | 857,407 | 1,164 | (1,090 | ) | 32,396 | 889,877 | 59,587 | - | 34,024 | 4.0 | 93,611 | - | 796,266 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-regulated segment Other technical installations | 254,016 | - | - | - | 254,016 | 52,658 | - | 22,867 | 6.7 | 75,525 | 178,491 | 345,819 | - | - | - | 345,819 | 133,954 | - | 31,132 | 6.7 | 165,086 | - | 180,733 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subtotal assets related to Other Services and Production and Commercialization of Liquids | 16,182,392 | 9,207 | 1,033,558 | 618,467 | 15,776,508 | 11,211,824 | 951,148 | 469,548 | 10,730,224 | 5,046,284 | 42,513,659 | 1,403 | (1,763 | ) | 2,098,116 | 44,611,415 | 15,462,313 | (5 | ) | 1,479,585 | 16,941,893 | - | 27,669,522 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lands | 110,509 | 54,627 | - | - | 165,136 | - | - | - | - | - | 165,136 | 482,127 | - | - | - | 482,127 | - | - | - | - | - | - | 482,127 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Buildings and constructions | 3,053,615 | - | 73,980 | 139,984 | 3,119,619 | 1,765,318 | 58,701 | 55,075 | 2.0 | 1,761,692 | 1,357,927 | 4,828,987 | - | - | 271,163 | 5,100,150 | 2,478,654 | - | 102,251 | 2.0 | 2,580,905 | - | 2,519,245 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Facilities and features in building | 255,239 | - | 18,078 | 26,539 | 263,700 | 103,710 | 9,419 | 11,090 | 4.0 | 105,381 | 158,319 | 359,134 | - | - | - | 359,134 | 158,342 | - | 10,341 | 4.0 | 168,683 | - | 190,451 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Machinery, equipment and tools | 790,333 | 199,925 | 73,467 | 16,892 | 933,683 | 609,507 | 73,206 | 41,895 | 6.7 to 10 | 578,196 | 355,487 | 1,503,969 | 68,494 | - | 21,857 | 1,594,320 | 885,519 | - | 134,490 | 6.7 to 10 | 1,020,009 | - | 574,311 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| UT Machinery, equipment and tools | - | 909 | - | - | 909 | - | - | 686 | 6.7 to 10 | 686 | 223 | 1,238 | - | - | - | 1,238 | 1,238 | - | - | 6.7 to 10 | 1,238 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Computers and Telecommunication systems | 5,762,314 | 258 | 2,085,323 | 500,360 | 4,177,609 | 5,203,218 | 2,078,177 | 295,727 | 6.7 to 20 | 3,420,768 | 756,841 | 6,594,148 | - | - | 609,407 | 7,203,555 | 4,959,186 | - | 459,622 | 6.7 to 20 | 5,418,808 | 1,784,747 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vehicles | 405,725 | 58,593 | 8,948 | - | 455,370 | 294,870 | 8,465 | 34,320 | 20 | 320,725 | 134,645 | 696,677 | 9,082 | (1,692 | ) | - | 704,067 | 461,561 | (839 | ) | 65,585 | 20 | 526,307 | 177,760 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Furniture | 228,380 | - | - | 160 | 228,540 | 220,020 | - | 1,288 | 10 | 221,308 | 7,232 | 311,135 | 200 | - | 989 | 312,324 | 302,975 | - | 1,676 | 10 | 304,651 | 7,673 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Materials | 2,419,633 | 880,423 | 55,307 | (881,309 | ) | 2,363,440 | - | - | - | - | - | 2,363,440 | 4,277,974 | 2,521,622 | (16,305 | ) | (2,041,894 | ) | 4,741,397 | - | - | - | - | - | 4,741,397 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Line pack | 236,471 | - | - | 342,236 | 578,707 | 27,646 | - | - | - | 27,646 | 551,061 | 673,285 | - | - | 52,167 | 725,452 | 37,637 | - | - | - | 37,637 | 687,815 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Works in progress | 3,429,298 | 9,418,686 | - | (3,631,382 | ) | 9,216,602 | - | - | - | - | - | 9,216,602 | 8,022,523 | 4,079,084 | - | (7,783,633 | ) | 4,317,974 | - | - | - | - | - | 4,317,974 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 117,938,650 | 10,624,291 | 3,862,521 | - | 124,700,420 | 65,388,407 | 3,618,670 | 3,419,820 | 65,189,557 | 59,510,863 | 195,076,934 | 6,687,083 | (55,834 | ) | - | 201,708,183 | 93,580,413 | (20,944 | ) | 6,161,233 | 99,720,702 | 3,114,056 | 98,873,425 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
| 2019 | ||||||||||||||||||||||||||||||||||||||||||||
| Cost | Depreciation | |||||||||||||||||||||||||||||||||||||||||||
| Account | Beginning of the year | Additions | Retirements | Transfers | End of the year | Accumulated at the beginning of the year | Retirements | For the year | rate % | Accumulated at the end of the year | Net book value | |||||||||||||||||||||||||||||||||
| Pipelines | 83,617,294 | - | (18,148 | ) | 2,631,890 | 86,231,036 | 40,478,034 | (10,547 | ) | 2,066,658 | 2.2 | 42,534,145 | 43,696,891 | |||||||||||||||||||||||||||||||
| Compressor plants | 31,950,533 | 544,422 | (244,896 | ) | 2,769,078 | 35,019,137 | 22,137,747 | (147,638 | ) | 1,453,471 | 3.3 to 25 | 23,443,580 | 11,575,557 | |||||||||||||||||||||||||||||||
| Other plants | 36,061 | - | - | - | 36,061 | 10,945 | - | 1,224 | 3.3 | 12,169 | 23,892 | |||||||||||||||||||||||||||||||||
Stations of regulation and/or measurement of pressure | 2,847,785 | - | - | 104,692 | 2,952,477 | 2,271,328 | - | 78,527 | 4.0 | 2,349,855 | 602,622 | |||||||||||||||||||||||||||||||||
| Other technical installations | 563,238 | - | - | 10,129 | 573,367 | 480,646 | - | 12,593 | 6.7 | 493,239 | 80,128 | |||||||||||||||||||||||||||||||||
Subtotal assets related to natural gas transportation service | 119,014,911 | 544,422 | (263,044 | ) | 5,515,789 | 124,812,078 | 65,378,700 | (158,185 | ) | 3,612,473 | 68,832,988 | 55,979,090 | ||||||||||||||||||||||||||||||||
| Non-regulated segment Pipelines | 169,943 | - | - | 13,763,807 | 13,933,750 | 86,262 | - | 85,737 | 2.2 | 171,999 | 13,761,751 | |||||||||||||||||||||||||||||||||
| Non-regulated segment Compressor plants | 2,601,276 | - | - | 198,228 | 2,799,504 | 793,286 | - | 296,012 | 3.3 to 25 | 1,089,298 | 1,710,206 | |||||||||||||||||||||||||||||||||
| Non-regulated segment Other plants | 18,142,640 | - | - | 6,434,539 | 24,577,179 | 13,582,007 | - | 425,468 | 3.3 | 14,007,475 | 10,569,704 | |||||||||||||||||||||||||||||||||
Non-regulated segment Stations of regulation and/or measurement of pressure | 218,552 | 15,362 | - | 623,493 | 857,407 | 43,819 | - | 15,768 | 4.0 | 59,587 | 797,820 | |||||||||||||||||||||||||||||||||
| Non-regulated segment Other technical installations | 345,819 | - | - | - | 345,819 | 102,821 | - | 31,133 | 6.7 | 133,954 | 211,865 | |||||||||||||||||||||||||||||||||
Subtotal assets related to Other Services and Production and Commercialization of Liquids | 21,478,230 | 15,362 | - | 21,020,067 | 42,513,659 | 14,608,195 | - | 854,118 | 15,462,313 | 27,051,346 | ||||||||||||||||||||||||||||||||||
| Lands | 224,817 | 257,310 | - | - | 482,127 | - | - | - | - | - | 482,127 | |||||||||||||||||||||||||||||||||
| Buildings and constructions | 4,247,069 | - | (1,291 | ) | 583,209 | 4,828,987 | 2,398,379 | (15 | ) | 80,290 | 2.0 | 2,478,654 | 2,350,333 | |||||||||||||||||||||||||||||||
| Facilities and features in building | 359,002 | - | - | 132 | 359,134 | 143,466 | - | 14,876 | 4.0 | 158,342 | 200,792 | |||||||||||||||||||||||||||||||||
| Machinery, equipment and tools | 1,271,121 | 234,960 | (10,562 | ) | 8,450 | 1,503,969 | 787,159 | (10,562 | ) | 108,922 | 6.7 to 10 | 885,519 | 618,450 | |||||||||||||||||||||||||||||||
| UT Machinery, equipment and tools | 1,238 | - | - | - | 1,238 | 934 | - | 304 | 6.7 to 10 | 1,238 | - | |||||||||||||||||||||||||||||||||
| Computers and Telecommunication systems | 5,687,422 | 4,683 | - | 902,043 | 6,594,148 | 4,657,053 | - | 302,133 | 6.7 to 20 | 4,959,186 | 1,634,962 | |||||||||||||||||||||||||||||||||
| Vehicles | 619,944 | 110,083 | (33,350 | ) | - | 696,677 | 436,636 | (31,508 | ) | 56,433 | 20 | 461,561 | 235,116 | |||||||||||||||||||||||||||||||
| Furniture | 311,135 | - | - | - | 311,135 | 301,290 | - | 1,685 | 10 | 302,975 | 8,160 | |||||||||||||||||||||||||||||||||
| Materials | 3,217,600 | 3,075,586 | (29,331 | ) | (1,985,881 | ) | 4,277,974 | - | - | - | - | - | 4,277,974 | |||||||||||||||||||||||||||||||
| Line pack | 787,855 | - | - | (114,570 | ) | 673,285 | 37,637 | - | - | - | 37,637 | 635,648 | ||||||||||||||||||||||||||||||||
| Works in progress | 12,547,544 | 21,404,218 | - | (25,929,239 | ) | 8,022,523 | - | - | - | - | - | 8,022,523 | ||||||||||||||||||||||||||||||||
| Total | 169,767,888 | 25,646,624 | (337,578 | ) | - | 195,076,934 | 88,749,449 | (200,270 | ) | 5,031,234 | 93,580,413 | 101,496,521 | ||||||||||||||||||||||||||||||||
F-53
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
As of December 31, 2018, the assets allocated to the natural gas treatment2020 and compression service include the following amounts in which the Company is a financial lease under the terms of leasing contracts:
| 12/31/2019 | 1/1/2019 | 2020 | 2019 | |||||||||||||
| Other plants | 448,306 | 515,552 | 518,778 | 610,326 | ||||||||||||
| Compressor plants | 1,113,024 | 1,279,978 | 1,287,986 | 1,515,277 | ||||||||||||
| Other technical installations | 126,560 | 145,544 | 146,454 | 172,300 | ||||||||||||
| Total | 1,687,890 | 1,941,074 | 1,953,218 | 2,297,903 | ||||||||||||
The book value variation of the rights-of use accounted during the yearyears ended on December 31, 2020 and 2019 corresponds to its depreciation:
| 2020 | 2019 | |||||||
Other plants | (91,549 | ) | (91,549 | ) | ||||
Compressor plants | (227,292 | ) | (227,292 | ) | ||||
Other technical installations | (25,844 | ) | (25,845 | ) | ||||
| Total | (344,685 | ) | (344,686 | ) | ||||
The right to use these assets expires in September 2026, at which time the purchase options provided for in the contracts may be exercised.
| 13. | LOANS |
Short-term and long-term loans as of December 31, 2019 and 2018 comprise the following:
| 2019 | 2018 | |||||||
| Current Loans | ||||||||
| 2018 Notes Interest | 336,881 | 349,375 | ||||||
| Pre-export finance | 1,021,325 | - | ||||||
| Leasing (Note 22) | 363,881 | 331,850 | ||||||
| Total Current loans | 1,722,087 | 681,225 | ||||||
| Non Current Loans | ||||||||
| 2018 Notes | 29,847,160 | 28,789,009 | ||||||
| Leasing (Note 22) | 2,013,557 | 2,214,706 | ||||||
| Total non current loans | 31,860,717 | 31,003,715 | ||||||
Total (1) | 33,582,804 | 31,684,940 | ||||||
| 2020 | 2019 | |||||||
| Current Loans | ||||||||
2018 Notes Interest | 456,697 | 458,632 | ||||||
Pre-export finance | - | 1,390,438 | ||||||
Leasing (Note 21) | 480,069 | 495,389 | ||||||
| Total Current loans | 936,766 | 2,344,459 | ||||||
Non Current Loans | ||||||||
2018 Notes | 40,520,045 | 40,634,099 | ||||||
Leasing (Note 21) | 2,412,613 | 2,741,268 | ||||||
| Total non current loans | 42,932,658 | 43,375,367 | ||||||
Total (1) | 43,869,424 | 45,719,826 | ||||||
(1) | As of December 31, 2020, it is net of Notes repurchase of Ps 1,479,694. |
(2) | Net of issuance expenses of Ps. 75,262 and Ps. 133,200 as of December 31, 2020 and 2019, respectively. |
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
The activity of the loans as of December 31, 20192020 and 20182019 is the following:
| 2019 | 2020 | 2019 | ||||||||||||||||||||||||||
Leases liabilities | Other payables | 2018 | Leases liabilities | Other payables | Leases liabilities | Other payables | ||||||||||||||||||||||
| Beggining balance | 2,546,556 | 29,138,384 | 10,218,503 | |||||||||||||||||||||||||
| Beginning balance | 3,236,657 | 42,483,169 | 3,466,896 | 39,669,167 | ||||||||||||||||||||||||
| Inflation adjustment restatement | (891,146 | ) | (13,298,217 | ) | (10,931,986 | ) | (1,275,154 | ) | (12,526,927 | ) | (1,676,718 | ) | (17,640,765 | ) | ||||||||||||||
| Accrued interest | 194,944 | 2,061,631 | 2,305,265 | 242,337 | 2,765,737 | 265,398 | 2,806,717 | |||||||||||||||||||||
| Effect of foreign exchange rate change | 1,178,710 | 13,935,368 | 19,765,612 | |||||||||||||||||||||||||
| Effect of foreign exchange effect | 1,149,736 | 13,755,162 | 1,604,703 | 18,971,692 | ||||||||||||||||||||||||
| VAT unpaid installments | 15,988 | - | 29,388 | 11,009 | - | 21,766 | - | |||||||||||||||||||||
| Procceds from loans | - | 1,051,809 | 21,261,978 | |||||||||||||||||||||||||
| Proceeds from loans | - | - | - | 1,431,939 | ||||||||||||||||||||||||
| Acquisition of notes result | - | (399,356 | ) | - | - | |||||||||||||||||||||||
Payment of loans (1) | (167,989 | ) | - | (2,042,940 | ) | (190,969 | ) | (1,354,111 | ) | (228,701 | ) | - | ||||||||||||||||
| Payment of redemption of loans | - | - | (7,378,176 | ) | - | (999,811 | ) | - | - | |||||||||||||||||||
Interest paid (2) | (159,164 | ) | (2,024,070 | ) | (1,542,704 | ) | (280,934 | ) | (2,747,121 | ) | (216,687 | ) | (2,755,581 | ) | ||||||||||||||
| Ending balance | 2,717,899 | 30,864,905 | 31,684,940 | 2,892,682 | 40,976,742 | 3,236,657 | 42,483,169 | |||||||||||||||||||||
(1) For the years ended on December 31, 2020 and 2019, and 2018, Ps. 149,238190,969 and Ps. 156,861203,173 respectively were cancelled through the offseting of debit balances maintained with the creditor (Pampa Energía).
(2) For the years ended on December 31, 2020 and 2019, and 2018, Ps. 143,357280,934 and Ps. 149,373,195,168, respectively, were cancelled through the offseting of debit balances maintained with the creditor (Pampa Energía).
The maturities of the current and non-current loans as of December 31, 20192020 are as follows, not including issuance expenses:
| To due | To due | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Due at 12/31/2019 | From 1/01/2020 to 12/31/2020 | From 1/01/2021 to 12/31/2021 | From 1/01/2022 to 12/31/2022 | From 1/01/2023 to 12/31/2023 | From 1/01/2024 onwards | Total | Due at 12/31/2020 | From 1/01/2021 to 12/31/2021 | From 1/01/2022 to 12/31/2022 | From 1/01/2023 to 12/31/2023 | From 1/01/2024 to 12/31/2024 | From 1/01/2025 onwards | Total | |||||||||||||||||||||||||||||||||||||||||||
| 2018 Notes | - | 336,881 | - | - | - | 29,847,160 | 30,184,041 | - | 456,697 | - | - | - | 40,520,045 | 40,976,742 | ||||||||||||||||||||||||||||||||||||||||||
| Financial Leasing | 90,363 | 273,518 | 296,515 | 321,370 | 348,380 | 1,047,292 | 2,377,438 | 63,526 | 416,543 | 451,566 | 489,482 | 530,581 | 940,984 | 2,892,682 | ||||||||||||||||||||||||||||||||||||||||||
| Pre-export finance | - | 1,021,325 | - | - | - | - | 1,021,325 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 90,363 | 1,631,724 | 296,515 | 321,370 | 348,380 | 30,894,452 | 33,582,804 | 63,526 | 873,240 | 451,566 | 489,482 | 530,581 | 41,461,029 | 43,869,424 | ||||||||||||||||||||||||||||||||||||||||||
The following table sets reconciliation between the total of future minimum lease payments as of December 31, 2019,2020, and their present book value:
| 12/31/ | ||||
| As of 12/31/2020 | ||||
| From 1/01/2022 to 12/31/2022 | ||||
| From 1/01/2023 to 12/31/2023 | ||||
| From 1/01/2024 to 12/31/2024 | 629,526 | |||
| From 1/01/2025 onwards | ||||
| Total minimum future payments | ||||
| Future financial charges on financial leases | ( 694,458 | ) | ||
| Book Value financial leases | ||||
Description of the indebtedness of the Company
Class 2 Notes (“2018 Notes”)
The Ordinary General Shareholders’Shareholders' Meeting held on April 26, 2017, ordered the increase of up to US$ 700,000,000 (or its equivalent in other currencies) of the 2017 Program authorized by the CNV by Resolution No. 17,262 dated January 3, 2014, whose amount until the Shareholders´ Meeting was held was US$ 400,000,000 (the “2017 Program”).
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
| 2018 Notes | ||
| Amount in U.S.$ | 500,000,000 | |
| Interest Rate | 6.75% annual | |
| Issuance price | 99.725% | |
Scheduled payment date | Percentage of the principal to | |
| Amortization | May 2, 2025 | 100% |
| Frequency of interest payment | Semiannual, payable on May 2 and November 2 of each year. | |
| Guarantor | None | |
The authorization for the public offering of the 2017 Program was granted by the CNV through Resolutions No. 17,262 and 18,938 dated January 3, 2014 and September 15, 2017, respectively. On October 31, 2018, through Disposition No. DI-2018-55-APN-GE#CNV, the CNV granted the extension of the 2017 Program until January 3, 2024.
The Ordinary General Shareholders´ Meeting held on August 15, 2019 decided to increase the 2017 Program from US$ 700 million to US$ 1.2 billion.1,200 million. This increase was authorized by the CNV on October 9, 2019 through Resolution RESFC-2019-20486-APN-DIR # CNV.
Funds obtained by the Company are applied to:
i. The repurchase of the Class 1 Notes (the “2014 Notes”) for U.S.$ 86,511,165;
ii. the cancellation and total redemption of the 2014 Notes for U.S.$ 120,786,581;
iii. the balance of net funds to make investments in capital expenditures.
The value of the financial debt is based on its amortized cost calculated as cash flows discounted at an effective rate of 7.088%.
During 2020, the Company repurchased its marketable debt for a nominal value of USD 17.6 million for which it paid Ps. 999,811. This transaction generated a positive result of Ps. 399,356 recognized in the financial results of the Statement of Income.
Covenants
As of the date of issuance of these consolidated financial statements, the Company has complied with a series of restrictions derived from its current financial agreements, which include, among others, those related to obtaining new loans, payment of dividends, granting of guarantees, disposal of certain assets and make certain transactions with related parties.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
The Company may contract new debts under the following conditions, among others:
a. To the extent that after the new debt has been incurred (i) the consolidated coverage ratio (calculated as the quotient of the consolidated adjusted EBITDA -earnings before financial results, income tax, depreciation and amortization- and the consolidated interest expense) is equal or higher than 2.0:1; and (ii) the consolidated debt ratio (calculated as the quotient of the consolidated debt and the consolidated EBITDA) is equal to or lower than 3.5:3.75:1.
b. For the refinancing of the outstanding financial debt.
c. Originated by customer advances.
The Company may pay dividends under the following conditions: (i) the Company is not in default under 2018 Notes, and (ii) immediately after any dividend payment, the Company may incur new debts according to the provisions in point a. of the preceding paragraph.
Lease liability
Corresponds to the financing obtained for the acquisition of the corresponding assets to the treatment and compression plant located in the area of Río Neuquén. Said agreement was concluded on August 11, 2016 with Petrobras (currently Pampa Energía) and consists of the payment of 119 consecutive monthly installments of U.S.$ 623,457 without taxes and an option to purchase for the same amount payable at the end of the 120th month of the effectiveness of the contract.
Pre-export finance
On November 5, 2019, the Company agreed with Itaú Unibanco S.A. the granting of a loan for US $ 17 million in order to pre-finance the exports of propane, butane and natural gasoline made. The characteristics of this loan are as follows:
| Amount in US$ | 17,000,000 | |
| Interest Rate | LIBOR + 1.95% | |
Scheduled payment date | Percentage of the principal to be paid | |
| Amortization | March 4, 2020 | 100% |
| Frecuency of interest payment | Monthly, payable on December 4,2019, January 6, 2020, February 4, 2020 and March 4, 2020 | |
| Guarantor | US Treasury bills * | |
* Included in “Other financial assets at amortized cost.”
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| 14. | INCOME TAX AND DEFERRED TAX |
Tax Reform
The Tax Reform sanctioned in Argentina in 2017, with some amendments introduced in December 2018 after the issuance of Law No. 27,468, brought with it a series of modifications in the taxation and calculation of the income tax to which the Company is subject in the normal course of its activities. Subsequently, on the occasion of the enactment of the Solidarity Law, new modifications were introduced with impact as of the fiscal year beginning on January 1, 2019. The main changes are the following:
Reduction in the applicable rate
Until the fiscal year ended on December 31, 2017, the income tax rate remained at 35%. The tax reform establishes a gradual reduction of the applicable rate for the calculation of income tax, being 30% and 25% for fiscal periods beginning on January 1, 2018 and 2019 and January 1, 2020 onwards, respectively.
The reduction in the applicable rate is complemented by the application of a tax on the distribution of dividends made to human persons and foreign beneficiaries, which the Company must withhold and enter the Tax authority as a single and definitive payment when the dividends are paid. This additional tax will be 7% or 13%, depending on whether the dividends distributed correspond to earnings of a fiscal period in which the Company was reached at the rate of 30% or 25%, respectively. For these purposes it is considered, without admitting proof to the contrary, that the dividends that are made available correspond, firstly, to the oldest accumulated earnings.
Solidarity Law suspended until fiscal years starting from 1st January 2021 inclusive, reduced to 25% of the applicable rate and retention of 13% on dividends.
Tax adjustment for inflation
This section was subsequently modified by Law No. 27,468, which establishes that in the net taxable income of the periods beginning on or after January 1, 2018, the adjustment for inflation obtained by the application of the income tax law may be deducted or incorporated into the tax result for the fiscal year. This adjustment will proceed only if the percentage variation in the IPC, will accumulate (a) a percentage higher than 100% in the 36 months prior to the end of the year, or (b) regarding the first, second and third fiscal year that starts from its effective date, an accumulated variation of the IPC that exceeds 55%, 30% or 15% of said 100%, respectively.
For the fiscal year ended December 31, 2019,2020, the CPI has exceeded the 30% threshold mentioned above, so the Company has measured the tax charge to earnings for the year ended December 31, 20192020 considering the application of the adjustment for fiscal inflation.
According to the Solidarity Law, the positive or negative result generated by the application of the inflation adjustment corresponding to the first and second fiscal year beginning on January 1, 2019 will be charged in a sixth in that fiscal period and the five sixths remaining in equal parts in the following 5 fiscal periods.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
Adjustment of acquisitions and investments made in fiscal years beginning on or after January 1, 2018
A cost adjustment mechanism is established for assets acquired or investments made in fiscal years beginning on or after January 1, 2018. The adjustment will be made based on the percentage variations of the WPI. This adjustment mechanism will have a significant impact on the calculation of future taxable profits on which the Company must pay the income tax.
Tax revaluation
It established the possibility of carrying out a tax revaluation, for a single time, of certain assets that are part of the assets as of December 31, 2017, in order to adjust their value.
This revaluation was optional, and to carry out the tax revaluation, a special tax must be paid. The special tax varied between 8% and 15%, depending on the type of asset to be re-evaluated between the difference of the residual revalued tax value and the residual tax value of origin.
Once the option for a certain good is exercised, all other goods in the same category must be revalued.
This tax is not deductible from income tax, and the asset increase that originates the revaluation is neither taxable for income tax nor taxable for the purposes of the TOMPI liquidation.
The taxpayers that exercised the revaluation option has waived to promote any judicial or administrative process for which the adjustment for tax inflation is claimed.
The Board of Directors decided to make use of this option, which implies a one-time payment of Ps. 1,612,164. Said tax paid and the tax revaluation benefit of Ps. 6,447,872, were recorded under the line “Income Tax” of the Statement of Financial Position for the year ended December 31, 2018.option.
Deferred Tax
The reconciliation between the charge computed for tax purposes and the income tax expense charged to the statement of comprehensive income in the years ended December 31, 2020, 2019 2018 and 20172018 is as follows:
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Current income tax | (2,682,261 | ) | (4,920,109 | ) | (3,757,523 | ) | (3,439,545 | ) | (3,651,647 | ) | (6,698,265 | ) | ||||||||||||
| Special revaluation tax | - | (1,612,164 | ) | - | - | - | (2,194,810 | ) | ||||||||||||||||
| Deferred income tax | (1,341,950 | ) | 6,512,012 | 3,839,173 | (964,878 | ) | (1,826,938 | ) | 8,865,492 | |||||||||||||||
| Total income tax | (4,024,211 | ) | (20,261 | ) | 81,650 | (4,404,423 | ) | (5,478,585 | ) | (27,583 | ) | |||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
The analysis of the net deferred tax assets and liabilities is as follows:
| 2019 | 2018 | 2020 | 2019 | |||||||||||||
| Deferred tax assets: | ||||||||||||||||
| Deferred tax assets to be recovered after more than 12 months | 996,567 | 1,044,262 | 1,250,309 | 1,356,732 | ||||||||||||
| Deferred tax assets to be recovered after less than 12 months | 273,287 | 231,200 | 372,361 | 372,055 | ||||||||||||
| Deferred tax liabilities: | ||||||||||||||||
| Deferred tax liabilities to be recovered after more than 12 months | (6,002,822 | ) | (4,527,584 | ) | (8,828,384 | ) | (8,172,277 | ) | ||||||||
| Deferred tax liabilities to be recovered after less than 12 months | (29,546 | ) | (168,442 | ) | (242,878 | ) | (40,224 | ) | ||||||||
| Deferred tax liabilities, net | (4,762,514 | ) | (3,420,564 | ) | (7,448,592 | ) | (6,483,714 | ) | ||||||||
The components of the net deferred tax assets and liabilities as of December 31, 2020, 2019 2018 and 20172018 are the following:
| Deferred tax assets | Allowance for doubtful accounts | Tax credits discounted value loss | Account receivables discounted value | Provisions for legal claims and other provisions | Financial lease | Contract liabilities | Tax inflation adjustment | Total | Other receivables | Allowance for doubtful accounts | Tax credits discounted value loss | Account receivables discounted value | Provisions for legal claims and other provisions | Financial lease | Contract liabilities | Tax loss carryforward | Tax inflation adjustment | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2017 | - | - | - | 173,575 | 516,052 | 436,324 | - | 1,125,951 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Charge in results | - | 596 | 3,497 | (18,349 | ) | 110,929 | 52,838 | - | 149,511 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2018 | - | 596 | 3,497 | 155,226 | 626,981 | 489,162 | - | 1,275,462 | - | - | 811 | 4,761 | 211,326 | 853,576 | 665,948 | - | - | 1,736,422 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Charge in results | 731 | (240 | ) | (2,766 | ) | (375 | ) | (26,711 | ) | 14,925 | 8,828 | (5,608 | ) | - | 995 | (327 | ) | (3,766 | ) | (511 | ) | (36,365 | ) | 20,319 | - | 12,020 | (7,635 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2019 | 731 | 356 | 731 | 154,851 | 600,270 | 504,087 | 8,828 | 1,269,854 | - | 995 | 484 | 995 | 210,815 | 817,211 | 686,267 | - | 12,020 | 1,728,787 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Charge in results | 13,517 | (995 | ) | (484 | ) | (352 | ) | 12,320 | (89,081 | ) | (46,704 | ) | 944 | 4,718 | (106,117 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2020 | 13,517 | - | - | 643 | 223,135 | 728,130 | 639,563 | 944 | 16,738 | 1,622,670 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred tax liabilities | Deferred sales | Loans | Property, Plant and Equipment | Cash and cash equivalents | Inventaries | Other financial assets at amortized cost | Tax inflation adjustment | Total | Deferred sales | Loans | Property, Plant and Equipment | Cash and cash equivalents | Inventaries | Other financial assets at amortized cost | Tax inflation adjustment | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2017 | - | (5,633 | ) | (11,016,028 | ) | (25,325 | ) | (11,541 | ) | - | - | (11,058,527 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Charge in results | 4,367 | (42,180 | ) | 6,527,245 | (120,683 | ) | (6,248 | ) | - | - | 6,362,501 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2018 | 4,367 | (47,813 | ) | (4,488,783 | ) | (146,008 | ) | (17,789 | ) | - | - | (4,696,026 | ) | 5,945 | (65,093 | ) | (6,111,056 | ) | (198,776 | ) | (24,218 | ) | - | - | (6,393,198 | ) | ||||||||||||||||||||||||||||||||||||||
| Charge in results | (4,367 | ) | 21,547 | 139,697 | 143,880 | (2,346 | ) | (1,864 | ) | (1,632,889 | ) | (1,336,342 | ) | (5,945 | ) | 29,334 | 190,184 | 195,879 | (3,194 | ) | (2,538 | ) | (2,223,023 | ) | (1,819,303 | ) | ||||||||||||||||||||||||||||||||||||||
| As of December 31, 2019 | - | (26,266 | ) | (4,349,086 | ) | (2,128 | ) | (20,135 | ) | (1,864 | ) | (1,632,889 | ) | (6,032,368 | ) | - | (35,759 | ) | (5,920,872 | ) | (2,897 | ) | (27,412 | ) | (2,538 | ) | (2,223,023 | ) | (8,212,501 | ) | ||||||||||||||||||||||||||||||||||
| Charge in results | - | 15,815 | 693,689 | 1,861 | (6,112 | ) | (199,006 | ) | (1,365,008 | ) | (858,761 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2020 | - | (19,944 | ) | (5,227,183 | ) | (1,036 | ) | (33,524 | ) | (201,544 | ) | (3,588,031 | ) | (9,071,262 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
Income tax expense computed at the statutory tax rate on pre-tax income differs from the income tax expense for the years ended December 31, 2020, 2019 2018 and 20172018 as follows:
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Pre tax income | 16,829,329 | 17,581,516 | 8,765,549 | 7,690,622 | 22,911,548 | 23,935,579 | ||||||||||||||||||
| Statutory income tax rate | 30 | % | 30 | % | 35 | % | 30 | % | 30 | % | 30 | % | ||||||||||||
| Pre tax income at statutory income tax rate | (2,307,187 | ) | (6,873,464 | ) | (7,180,674 | ) | ||||||||||||||||||
(5,048,799 | ) | (5,274,455 | ) | (3,067,942 | ) | |||||||||||||||||||
| Tax effects due to: | ||||||||||||||||||||||||
| - Restatement by inflation | 2,039,603 | 371,340 | (287,676 | ) | 2,095,061 | 2,776,728 | 505,544 | |||||||||||||||||
| - Tax revalution benefit | - | 6,447,872 | - | |||||||||||||||||||||
- Unrecognized tax loss carryforward (1) | (2,036,579 | ) | - | - | ||||||||||||||||||||
| - Special revalution tax | - | (1,612,164 | ) | - | - | - | (2,194,810 | ) | ||||||||||||||||
| - Adjustment affidavit previous year | 136,641 | (464 | ) | - | (9,073 | ) | 186,024 | (632 | ) | |||||||||||||||
| - Change in the taxe rate | - | - | 3,437,625 | |||||||||||||||||||||
| - Tax revaluation benefit | - | - | 8,778,172 | |||||||||||||||||||||
| - Tax inflation adjustment | (1,998,487 | ) | - | - | (2,775,060 | ) | (2,720,752 | ) | - | |||||||||||||||
| - Others | 846,831 | 47,610 | (357 | ) | 628,415 | 1,152,879 | 64,817 | |||||||||||||||||
| Total income tax | (4,024,211 | ) | (20,261 | ) | 81,650 | (4,404,423 | ) | (5,478,585 | ) | (27,583 | ) | |||||||||||||
(1) For additional information see note 5.c
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| 15. | PROVISIONS |
The total amount of the Provisions areis included in current liabilities.
and others | ||||||
| Balances as of 12/31/2018 | ||||||
Inflation adjustment restatement | ( 328,158 | ) | ||||
Additions | ||||||
Uses | ( 10,333 | ) | ||||
Decreases | ( 7,763 | ) | (2) | |||
| Balances as of 12/31/2019 | ||||||
| Inflation adjustment restatement | (258,394 | ) | ||||
| Additions | 325,140 | (3) | ||||
| Uses | (8,073 | ) | ||||
| Decreases | 0 | (2) | ||||
| Balances as of 12/31/2020 | 860,702 | |||||
(1) Ps. 185,473220,311 are included in “Other"Other operating expenses”expenses" and Ps. 114,740150,641 in “Financial expenses”"Financial expenses".
(2) The total are included in “Other"Other operating expenses”expenses".
(3) Ps. 161,826154,391 are included in “Other"Other operating expenses”expenses" and Ps. 110,651170,749 in “Financial expenses”"Financial expenses".
For additional information see “Note 20 – Legal claims and other matters.”
| 16. | FINANCIAL RISK MANAGEMENT |
| 16.1 Financial risk factors |
The Company’s activities and the market in which it operates expose it to a series of financial risks: market risk (including foreign exchange risk, interest rate risk, and commodity price risk), credit risk and liquidity risk.
The Company’sCompany's risk management framework establishes that a risk map is determined that measures the potential impact of each of them on the financial situation and results of operations. Based on this, the Executive Officers are responsible for defining the policies, procedures, limits and measures aimed at mitigating the impact of said risks.
The sensitivity analyzes included below are based on the change in one of the factors while all others remain constant. In practice, this is unlikely to happen, and changes in several factors can be correlated, for example, in variations in the interest rate and variations in the foreign currency exchange rate.
Sensitivity analysis only provides limited vision, at one point in time. The actual impact on the Company’sCompany's financial instruments could vary significantly with respect to the impact shown in the sensitivity analysis.
16.1.1 Risk associated with exchange rates
Restrictions to the single free market for foreign exchange ("MULC")
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
In turn, on May 25, 2020 and June 19, 2020, the CNV issued General Resolutions No. 841 and 843, by means of which restrictions are established for the purchase and sale of negotiable securities in U.S. dollars, or the transfer of such securities to depositary companies abroad. Subsequently, by means of General Resolution No. 862, such agency provided certain flexibilities to the terms of permanence of such securities.
These measures aimed at restricting the MULC in order to contain the demand for dollars imply the request of prior authorization from the BCRA for certain transactions, including the following:
- payment of dividends to non-residents;
- payment of imports of certain goods abroad or cancellation of debts originated in the importation of such goods except for certain exceptions expressly provided for in the applicable regulations;
- the formation of foreign assets; and
- payment of financial loans to non-residents.
In case of having requested access to the MULC, it must assume the commitment to enter and settle in the foreign exchange market, within five working days of its availability, those funds received abroad originated in the collection of loans granted to third parties, the collection of a time deposit or the sale of any type of asset, when the asset had been acquired, the deposit constituted or the loan granted after May 28, 2020.
Additionally, on September 15, 2020, the BCRA published Communications "A" 7105 and 7106 by which it is established, among other measures, that those who register financial debts with independent parties with principal maturities in foreign currency scheduled between October 15, 2020 and March 31, 2021, must submit to the BCRA a refinancing plan for the principal maturities based on the following criteria: (a) that the net amount for which the exchange market will be accessed in the original terms will not exceed 40% of the principal amount maturing in the period indicated above, and (b) that the remaining principal be, at least, refinanced with new external indebtedness with an average life of 2 years, provided that the new indebtedness is settled in the exchange market.
The aforementioned rule does not have immediate effect on the Company since the amortization of the principal of its marketable debentures occurs on May 2, 2025, which is not within the aforementioned term. On the other hand, as of the date of issuance of these consolidated financial statements, the Company paid all the interest installment corresponding to its financial debt on November 2, 2020.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
- Exports of goods and services;
- Collection of pre-financing, advances and post-financing of exports of goods;
- Exports of services;
- Disposal of foreign assets.
These foreign exchange restrictions, or those that may be enacted in the future, could affect the Company's ability to access the official foreign exchange market to acquire the foreign currency necessary to meet its financial obligations. Assets and liabilities denominated in foreign currency as of December 31, 2020 have been valued considering the current exchange rates in the MULC.
Exchange rate risk management
In view of the main impacts of the aforementioned situation and those detailed in Note 1 to these Consolidated Financial Statements, the Company has implemented a series of measures to mitigate their impact. In this sense, the Company's Management permanently monitors the evolution of the situations that affect its business, in order to determine the possible actions to be taken and identify the eventual impacts on its equity and financial situation. The Company considers that its current financial position will allow it to comply, in the short term, with its foreign currency commitments. The Company's financial statements should be read in light of these circumstances.
The Company is primarily exposed to the fluctuation of the exchange rate of the U.S. dollar against the Argentine Peso due to the fact that almost its entire financial indebtedness is denominated in U.S. dollars. The exposure to other currencies is not significant.
As regards to the revenue derived from the Natural Gas Transportation segment, the tariffs charged by the Company are currently denominated in Argentine pesos. On the other hand, revenues in US dollars derived from the Liquids Production and Commercialization segment accounted for approximately 87%, 77% and 76% of the segment’s total revenues for the years ended December 31, 2019, 20182020 and 2017, respectively.2019. Total revenues denominated in Argentine Pesos accounted for 53%50%, 59%53% and 51%59% for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively.
Additionally, in the event that it is consideredif deemed appropriate, the Company contractsenters into derivative financial instruments that allow TGS to hedgehedging the fluctuation of the USU.S. dollar over long-termon the positions in such currency.currency in the long term. During thefiscal years 2020, 2019 2018 and 2017,2018, the Company did not contract derivative financial instruments to coverhedge this risk.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
For further information regarding the Company's foreign currency position see "Note 18. Foreign currency assets and liabilities".
Management of the Company estimates that, based on the net liability position as of December 31, 2020 and 2019, a 10% appreciation in the exchange rate of the U.S. dollar against the Argentine peso, with all other economic-financial variables stable, could have resulted in a pre-tax loss of Ps. 2,533,781 and Ps. 3,491,865, respectively. A 10% depreciation of the U.S. dollar against the Argentine peso would have an equal and opposite effect on the Statement of Comprehensive Income. This sensitivity analysis is theoretical as the actual impacts could differ significantly and vary over time.
16.1.2 Interest rate risk
Interest rate risk management seeks to reduce financial costs and limit the Company's exposure to increases in interest rates. TGS' exposure to risks associated with interest rate variations is limited given that all of its financial debt is subject to fixed interest rates. Information regarding the Company's financing is disclosed in Note 13.
In addition, the main objective of the Company’sCompany's financial investment activities is to obtain the highest return by investing in low risklow-risk and high liquidityhighly liquid instruments. The Company maintains a short-term portfolio of cash equivalents and short-term investments made upcomprised of investments in mutual funds and deposits in remuneratedinterest-bearing bank accounts, public and private securities. The risk of these instruments is low given thesince they are mostly short-term nature and high liquidityhighly liquid in well-knownrecognized financial institutions.
As a consequence of the application of IAS 29, maintaining monetary assets generates loss of purchasing power, provided that such items are not subject to an adjustment mechanism that compensates to some extent the loss of purchasing power. This loss of purchasing power is included in the result of the period under gain on the net monetary position. On the contrary, maintaining monetary liabilities generates a gain in purchasing power, which are also included in such line item.
The Company’sCompany's risk management policy ispolicies are defined with the objective of reducing the impact of the loss of purchasing power. During the 2017,2020, 2019 and 2018 and 2019 fiscal years the Company has maintained a liability monetary position. As a consequence, TGS has recorded a net gain from exposure to inflation in the monetary items.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
Financial assets (1) | Financial liabilities (2) | Financial assets (1) | Financial liabilities (2) | |||||||||||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||||
| Fix interest rate | 8,650,353 | 13,114,538 | 30,184,039 | 29,138,384 | 16,108,712 | 11,776,641 | 40,976,742 | 41,092,728 | ||||||||||||||||||||||||
| Variable interest rate | 1,038,402 | 22,264 | 1,021,325 | - | 3,179,938 | 1,413,687 | - | 1,390,438 | ||||||||||||||||||||||||
| Total | 9,688,755 | 13,136,802 | 31,205,364 | 29,138,384 | 19,288,650 | 13,190,328 | 40,976,742 | 42,483,166 | ||||||||||||||||||||||||
(1) Includes mutual funds, Letes, Lebacsfixed terms, Us treasury bonds and bank accounts. Trade receivables do no bear interests, except for Ps. 8,7585,403 and Ps. 22,264,11,923, which bears CER plus a spread of 8% as of December 31, 20192020 and 2018,2019, respectively.
(2) Includes loans, issuance expenses and financial leasing
In view of the nature of the Company’s financial assets which bear variable interest, an immediate 100 basis points decrease in the interest rate would not have a significant impact on the total value of the financial assets.
Commercial operations performed by the Company in its Liquids Production and CommercializationMarketing segment are affected by a number of factors beyond its control, including changes in the international prices of the products sold, and government regulations on prices, taxes and other charges, among others.
The salesales prices of exported propane, and butane (“LPG”) and natural gasoline the Company exports in its Liquids Production and Commercialization segment are referenceddetermined according to international reference prices (Mont Belvieu for the LPGpropane and butane and NWE ARA for the natural gasoline). Additionally, approximately 59%most of the total sales of propane and butane that are made in the domestic market are made at prices fixedset by the Hydrocarbon Resources Secretariat (“SRH”Ministry of Energy for the different market segments.
These prices have historically fluctuated in response to macroeconomic conditions and changes in supply and demand, which could affect TGS' profitability. Especially during the first half of 2020, and due to the effect of COVID and the international oil market situation, the price of Liquids was negatively affected with year-on-year declines during that period in the order of 30%. However, as of the last quarter of 2020 and after the end of the year, international prices recovered sharply. Likewise, in the domestic market, the price of natural gas at wellhead during fiscal year 2020 has been significantly reduced, measured in U.S. dollars, which benefits the RTP for processing at the Cerri Complex. These factors, among others, have allowed 2020 operating margins for this segment to be maintained over the prior year.
Based on volume of sales for the years ended December 31, 2020, 2019 and 2018, tgs estimated that, other factors being constant, a decrease of US$ 50 per ton in the international price of LPG and natural gasoline, respectively, would have decrease the Company’s net comprehensive income in its acronymLiquids Production and Commercialization segment in Spanish) based on export parity prices.Ps. 2,018,826, Ps. 1,569,844 and Ps. 1,156,053, respectively. On the other hand, an increase of US$ 50 per ton in the international price would have had the opposite effect.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
On July 23, 2018 TGS entered into an agreement with a recognized financial institution to hedge export prices for propane, butane and natural gasoline export prices (put contracts), in order to offsetwith the objective of offsetting potential losses that could arise ifbe generated in the event that export prices fall below breakeven prices (those that balanceequal costs). ThisSuch agreement is validwas effective between October 2018 and April 2020, according to the following monthly short tons:
Period | Propane | Butane | Natural gasoline | |||||||||
| October 2018 – April 2019 | 6,663 | 4,967 | 2,976 | |||||||||
| May 2019 – September 2019 | - | - | 4,519 | |||||||||
| October 2019 | 9,996 | 7,727 | 4,630 | |||||||||
| November 2019 – April 2020 | 14,438 | 11,038 | 6,614 | |||||||||
| Period | Propane | Butane | Natural gasoline | |||||||||
| October 2018 - April 2019 | 6,663 | 4,967 | 2,976 | |||||||||
| May 2019 - September 2019 | - | - | 4,519 | |||||||||
| October 2019 | 9,996 | 7,727 | 4,630 | |||||||||
| November 2019 - April 2020 | 14,438 | 11,038 | 6,614 | |||||||||
In order to arrange such operation, the Company paid a premium of U.S.$ 3 million, which was classified as a financial asset measured at fair value through profit or loss, being recorded under “Derivative financial instruments”. The Company has not designated those instruments for the application of hedge accounting in accordance with the provisions of IFRS 9.
As of December 31, 2020, the Company does not hold derivative financial instruments. As of December 31, 2019, and 2018, the balance is Ps. 274,024 and Ps. 335,773, respectively,373,058 and is recorded under the item “Derivative Financial instruments”"Derivative financial instruments".
The Company’s exposures to credit risk takes the form of a loss that would be recognized if counterparties failed to, or were unable to, meet their payment obligations. These risks may arise in certain agreements in relation to amounts owed for physical product sales, the use of derivative instruments, and the investment of surplus cash balances. This risk mainly results from economic and financial factors or from a possible default of counterparty.
The Company is subject to credit risk arising from outstanding receivables, cash and cash equivalents and deposits with banks and financial institutions, and from the use of derivative financial instruments. The Company’s policy is to manage credit exposure to trading counterparties within defined trading limits.
Trade and other receivables
Each of the Company's customers is rated independently. In the event that they do not have a credit rating, both patrimonial, economic and financial variables are evaluated, as well as commercial, banking and specialized agencies' reports. Finally, according to the evaluation performed, the degree of credit risk of each customer is determined and the need or not to request guarantees/guarantees to the customer.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
As of December 31, 20192020 and 2018, the balance of2019, current and non-current tradesales receivables, net of allowances ofallowance for doubtful accounts, are as follows:
| 2019 | 2018 | |||||||
| Current trade receivables | 6,608,715 | 4,994,969 | ||||||
| Allowances for doubful accounts | (134,956 | ) | (203,860 | ) | ||||
| Total | 6,473,759 | 4,791,109 | ||||||
| 2020 | 2019 | |||||||
| Current trade receivables | 6,279,974 | 8,997,144 | ||||||
| Allowances for doubful accounts | (132,521 | ) | (183,730 | ) | ||||
| Total | 6,147,453 | 8,813,414 | ||||||
In the normalordinary course of business, rendersthe Company provides natural gas transportation services principallymainly to natural gas distribution companies, CAMMESA and to Pampa Energía. SignificantThe amounts of net sales made to the principal customers to which Natural Gas Transportation services were provided in terms of revenues and trade receivables (net of allowances of doubtful accounts) from natural gas transportation for the years ended December 31, 2020 and 2019 2018 and 2017the sales receivable balances (net of allowances) as of December 31, 2020 and 2019 are as follows:
| 2019 | 2018 | 2017 | ||||||||||||||||||
| Revenues | Trade receivables | Revenues | Trade receivables | Revenues | ||||||||||||||||
| MetroGas | 5,849,138 | 1,459,410 | 4,957,415 | 577,764 | 2,948,056 | |||||||||||||||
| Camuzzi Gas Pampeana S.A. | 4,353,024 | 729,137 | 3,682,320 | 430,212 | 2,167,208 | |||||||||||||||
| Naturgy Argentina | 3,496,055 | 567,429 | 2,971,396 | 368,782 | 1,556,829 | |||||||||||||||
| CAMMESA | 1,337,997 | 206,403 | 2,057,838 | 281,896 | 1,368,671 | |||||||||||||||
| Pampa Energía | 803,610 | 258,007 | 676,180 | 141,040 | 68,737 | |||||||||||||||
| Camuzzi Gas del Sur S.A. | 1,075,744 | 150,838 | 822,176 | 87,574 | 477,222 | |||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Revenues | Trade receivables | Revenues | Trade receivables | Revenues | ||||||||||||||||
| MetroGas | 5,894,110 | 1,441,808 | 7,963,051 | 1,986,849 | 6,749,054 | |||||||||||||||
| Camuzzi Gas Pampeana S.A. | 4,358,139 | 706,139 | 5,926,232 | 992,651 | 5,013,132 | |||||||||||||||
| Naturgy Argentina | 3,523,002 | 313,536 | 4,759,550 | 772,501 | 4,045,276 | |||||||||||||||
| CAMMESA | 2,342,531 | 666,127 | 1,821,557 | 280,998 | 2,801,553 | |||||||||||||||
| Pampa Energía | 841,274 | 306,995 | 1,094,039 | 351,252 | 920,555 | |||||||||||||||
| Camuzzi Gas del Sur S.A. | 1,042,980 | 146,965 | 1,464,524 | 205,352 | 1,119,315 | |||||||||||||||
The amounts of Liquids Production and CommercializationMarketing net sales made to major customers net of allowances of doubtful accounts) forduring the years ended December 31, 2020 and 2019 2018 and 2017sales receivable balances (net of allowances) as of such date are as follows:set forth below:
| 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||||||||
| Revenues | Trade receivables | Revenues | Trade receivables | Revenues | Revenues | Trade receivables | Revenues | Trade receivables | Revenues | |||||||||||||||||||||||||||||||
| PBB Polisur | 6,338,222 | 841,338 | 8,102,817 | 1,090,359 | 5,667,118 | 9,303,676 | 777,791 | 8,628,893 | 1,145,402 | 11,031,223 | ||||||||||||||||||||||||||||||
| Petredec | 1,003,264 | - | 1,321,183 | - | 2,119,267 | 691,227 | - | 1,365,850 | - | 1,798,666 | ||||||||||||||||||||||||||||||
| Geogas Trading S.A. | 1,691,910 | 375,723 | 1,695,707 | - | 878,783 | 287,550 | - | 2,303,376 | 511,512 | 2,308,545 | ||||||||||||||||||||||||||||||
| Shell Trading (US) Company | - | - | 138,246 | - | 2,192,301 | |||||||||||||||||||||||||||||||||||
| Italgas S.A. | 396,307 | - | - | - | - | |||||||||||||||||||||||||||||||||||
| YPF | 1,239,102 | 26,501 | 729,113 | 30,968 | - | 973,411 | 42,364 | 1,686,921 | 36,079 | 992,619 | ||||||||||||||||||||||||||||||
| Petrobras Global Trading BV | 4,446,241 | 397,172 | 2,682,539 | 211,387 | - | 4,510,924 | 284,089 | 6,053,139 | 540,712 | 3,652,024 | ||||||||||||||||||||||||||||||
Cash and financial placements
The Company is exposed to counterparty credit risk on cash and cash equivalent balances. The Company holds cash on deposit with a number ofequivalents and other financial institutions. The Company manages its credit risk exposure by limiting individual deposits to clearly defined limits in various financial institutions. The Company considers that this riskplacements is limited because itsince TGS has short-term fundsfund placement policies whose main objective is to obtain an adequate return in terms ofbased on market characteristics and minimizing risk exposure. The Company only deposits with high quality banks andThese placements are diversified in different financial institutions with adequate credit ratings in order to limit exposure to a high credit rating.few financial institutions. The Company's maximum exposure to credit risk is representedwill be given by the carrying amountvalue of assets included in cash and cash equivalents in the statement ofand other financial position.assets at amortized cost.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
Subsequent to December 31, 2020, Ps. 1,346,192 have been incurred as a result of exchange losses accrued on this type of financial instruments held at year-end.
Below is a detail of the maturities of the financial assets included in:in (i) cash and cash equivalents, (ii)loans to related parties, (iii) other financial assets, (iii)(iv) trade receivables, (iv)(v) other receivables and (v) derivate(vi) derivative financial instruments as of December 31, 20192020 and 2018:2019:
| December 31, 2019 | ||||||||||||||||||||||||
| December 31, 2020 | December 31, 2020 | |||||||||||||||||||||||
Cash and cash equivalents | Other financial assets | Credits (1) (2) | Cash and cash equivalents | Other financial assets | Credits (1) (2) | |||||||||||||||||||
| Without specified maturity | 9,650,787 | - | 21,607 | 4,653,406 | 2,120,788 | 39,334 | ||||||||||||||||||
| With specified maturity | ||||||||||||||||||||||||
| Overdue | ||||||||||||||||||||||||
| Until 12-31-2018 | - | - | 144,596 | |||||||||||||||||||||
| From 01-01-19 to 03-31-19 | - | - | 1,538 | |||||||||||||||||||||
| From 04-01-19 to 06-30-19 | - | - | 4,245 | |||||||||||||||||||||
| From 07-01-19 to 09-30-19 | - | - | 343,827 | |||||||||||||||||||||
| From 10-01-19 to 12-31-19 | - | - | 791,533 | |||||||||||||||||||||
| Total overdue | - | - | 1,285,739 | |||||||||||||||||||||
| Non-due | ||||||||||||||||||||||||
| Until 12-31-2019 | - | - | 137,271 | |||||||||||||||||||||
| From 01-01-20 to 03-31-20 | 114,414 | 1,315,640 | 5,271,983 | - | - | 753 | ||||||||||||||||||
| From 04-01-20 to 06-30-20 | - | 796 | 482,630 | - | - | 447 | ||||||||||||||||||
| From 07-01-20 to 09-30-20 | - | 775 | 8,105 | - | - | 23,435 | ||||||||||||||||||
| From 10-01-20 to 12-31-20 | - | 773 | 10,092 | - | - | 2,153,580 | ||||||||||||||||||
| During 2021 | - | 3,043 | 6,943 | |||||||||||||||||||||
| Total overdue | - | - | 2,315,486 | |||||||||||||||||||||
| Non-due | ||||||||||||||||||||||||
| From 01-01-21 to 03-31-21 | - | 775 | 4,320,035 | |||||||||||||||||||||
| From 04-01-21 to 06-30-21 | - | 775 | 124,094 | |||||||||||||||||||||
| From 07-01-21 to 09-30-21 | - | 775 | 78,774 | |||||||||||||||||||||
| From 10-01-21 to 12-31-21 | - | 15,994 | 76,053 | |||||||||||||||||||||
| During 2022 | - | 1,911 | - | - | 13,758,563 | 6,943 | ||||||||||||||||||
| During 2023 | - | 449 | - | - | 449 | - | ||||||||||||||||||
| During 2024 | - | - | - | - | - | - | ||||||||||||||||||
| From 2025 onwards | - | - | - | |||||||||||||||||||||
| During 2025 | - | - | - | |||||||||||||||||||||
| From 2026 onwards | - | - | - | |||||||||||||||||||||
| Total non-due | 114,414 | 1,323,387 | 5,779,753 | - | 13,777,331 | 4,605,899 | ||||||||||||||||||
| Total with specified maturity | 114,414 | 1,323,387 | 7,065,492 | - | 13,777,331 | 6,921,385 | ||||||||||||||||||
| Total | 9,765,201 | 1,323,387 | 7,087,099 | 4,653,406 | 15,898,119 | 6,960,719 | ||||||||||||||||||
(1) The total amount of the receivables without specified maturity is recorded in Non-current assets.
(2) Includes financial assets recorded in trade receivables and other receivables, excluding allowance for doubtful accounts.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
| December 31, 2019 | ||||||||||||
Cash and cash equivalents | Other financial assets | Credits (1) (2) | ||||||||||
| Without specified maturity | 13,138,638 | - | 29,416 | |||||||||
| With specified maturity | ||||||||||||
| Overdue | ||||||||||||
| Until 12-31-2018 | - | - | 196,854 | |||||||||
| From 01-01-19 to 03-31-19 | - | - | 2,094 | |||||||||
| From 04-01-19 to 06-30-19 | - | - | 5,779 | |||||||||
| From 07-01-19 to 09-30-19 | - | - | 468,088 | |||||||||
| From 10-01-19 to 12-31-19 | - | - | 1,077,598 | |||||||||
| Total overdue | - | - | 1,750,413 | |||||||||
| Non-due | ||||||||||||
| From 01-01-20 to 03-31-20 | 155,764 | 1,791,120 | 7,177,308 | |||||||||
| From 04-01-20 to 06-30-20 | - | 1,084 | 657,055 | |||||||||
| From 07-01-20 to 09-30-20 | - | 1,055 | 11,034 | |||||||||
| From 10-01-20 to 12-31-20 | - | 1,052 | 13,739 | |||||||||
| During 2021 | - | 4,143 | 9,452 | |||||||||
| During 2022 | - | 2,602 | - | |||||||||
| During 2023 | - | 611 | - | |||||||||
| During 2024 | - | - | - | |||||||||
| From 2025 onwards | - | - | - | |||||||||
| Total non-due | 155,764 | 1,801,667 | 7,868,588 | |||||||||
| Total with specified maturity | 155,764 | 1,801,667 | 9,619,001 | |||||||||
| Total | 13,294,402 | 1,801,667 | 9,648,417 | |||||||||
(1) The total amount of the receivables without specified maturity is recorded in Non-current assets.
(2) Includes financial assets recorded in trade receivables and other receivables, excluding allowance for doubtful accounts.
16.1.5 Liquidity risk
This risk involves the difficulties that TGS may have in meeting its commercial and financial obligations. To this end, the expected cash flow is regularly monitored.
TGS has policies for borrowing funds whose main objective is to cover financing needs at the lowest cost according to market conditions. One of the Company's main objectives is to have financial solvency. Given the current conditions of the financial market, the Company believes that the availability of resources and the positive cash flow from operations are sufficient to meet its current obligations, despite having credit lines for borrowing funds.
Additionally, a methodology is used for the analysis and assignment of credit limits to the different financial entities in order to minimize the associated liquidity risk. In line with this, the Company invests its liquid funds in financial entities with an adequate credit rating.
F-69
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| December 31, 2018 | ||||||||||||
Cash and cash equivalents | Other financial assets | Credits (1) (2) | ||||||||||
| Without specified maturity | 22,283,431 | - | 718 | |||||||||
| With specified maturity | ||||||||||||
| Overdue | ||||||||||||
| Until 12-31-2017 | - | - | 205,783 | |||||||||
| From 01-01-18 to 03-31-18 | - | - | 477 | |||||||||
| From 04-01-18 to 06-30-18 | - | - | 6,184 | |||||||||
| From 07-01-18 to 09-30-18 | - | - | 17,537 | |||||||||
| From 10-01-18 to 12-31-18 | - | - | 823,940 | |||||||||
| Total overdue | - | - | 1,053,921 | |||||||||
| Non-due | ||||||||||||
| From 01-01-19 to 03-31-19 | 3,321,706 | 338,073 | 4,530,803 | |||||||||
| From 04-01-19 to 06-30-19 | - | 2,300 | 63,313 | |||||||||
| From 07-01-19 to 09-30-19 | - | 2,300 | - | |||||||||
| From 10-01-19 to 12-31-19 | - | 1,894 | - | |||||||||
| During 2020 | - | 5,161 | 8,505 | |||||||||
| During 2021 | - | 4,683 | - | |||||||||
| During 2022 | - | 2,940 | - | |||||||||
| During 2023 | - | 688 | - | |||||||||
| From 2024 onwards | - | - | - | |||||||||
| Total non-due | 3,321,706 | 358,039 | 4,602,621 | |||||||||
| Total with specified maturity | 3,321,706 | 358,039 | 5,656,542 | |||||||||
| Total | 25,605,137 | 358,039 | 5,657,260 | |||||||||
| December 31, 2020 | ||||||||||||
| Loans | Other financial liabilities | Leases liabilities | ||||||||||
| Without specified maturity | - | - | - | |||||||||
| With specified maturity | ||||||||||||
| Overdue | ||||||||||||
| Until 12-31-2019 | - | 215,255 | - | |||||||||
| From 01-01-20 to 03-31-20 | - | 311 | - | |||||||||
| From 04-01-20 to 06-30-20 | - | 311 | - | |||||||||
| From 07-01-20 to 09-30-20 | - | 311 | - | |||||||||
| From 10-01-20 to 12-31-20 | - | 311 | 63,526 | |||||||||
| Total overdue | - | 216,499 | 63,526 | |||||||||
| Non-due | ||||||||||||
| From 01-01-21 to 03-31-21 | - | 3,853,636 | 157,361 | |||||||||
| From 04-01-21 to 06-30-21 | 1,420,031 | 14,644 | 157,361 | |||||||||
| From 07-01-21 to 09-30-21 | - | - | 157,361 | |||||||||
| From 10-01-21 to 12-31-21 | 1,420,031 | - | 157,361 | |||||||||
| During 2022 | 2,840,063 | - | 629,526 | |||||||||
| During 2023 | 2,840,063 | - | 629,526 | |||||||||
| During 2024 | 2,840,063 | - | 629,526 | |||||||||
| During 2025 | 43,419,769 | - | 629,526 | |||||||||
| From 2026 onwards | - | - | 376,066 | |||||||||
| Total non-due | 54,780,020 | 3,868,280 | 3,523,614 | |||||||||
| Total with specified maturity | 54,780,020 | 4,084,779 | 3,587,140 | |||||||||
| Total | 54,780,020 | 4,084,779 | 3,587,140 | |||||||||
| December 31, 2019 | ||||||||||||
| Loans | Other financial liabilities | Financial leases | ||||||||||
| Without specified maturity | - | - | - | |||||||||
| With specified maturity | ||||||||||||
| Overdue | ||||||||||||
| Until 12-31-2018 | - | 178,111 | - | |||||||||
| From 01-01-19 to 03-31-19 | - | 423 | - | |||||||||
| From 04-01-19 to 06-30-19 | - | 423 | - | |||||||||
| From 07-01-19 to 09-30-19 | - | 423 | - | |||||||||
| From 10-01-19 to 12-31-19 | - | 423 | 123,021 | |||||||||
| Total overdue | - | 179,803 | 123,021 | |||||||||
| Non-due | ||||||||||||
| From 01-01-20 to 03-31-20 | 1,398,847 | 5,098,543 | 152,469 | |||||||||
| From 04-01-20 to 06-30-20 | 1,375,897 | 44,612 | 152,469 | |||||||||
| From 07-01-20 to 09-30-20 | - | - | 152,469 | |||||||||
| From 10-01-20 to 12-31-20 | 1,375,897 | - | 152,469 | |||||||||
| During 2021 | 2,751,793 | - | 609,960 | |||||||||
| During 2022 | 2,751,793 | - | 609,960 | |||||||||
| During 2023 | 2,751,793 | - | 609,960 | |||||||||
| During 2024 | 2,751,793 | - | 609,960 | |||||||||
| From 2025 onwards | 42,143,192 | - | 974,339 | |||||||||
| Total non-due | 57,301,005 | 5,143,155 | 4,024,055 | |||||||||
| Total with specified maturity | 57,301,005 | 5,322,958 | 4,147,076 | |||||||||
| Total | 57,301,005 | 5,322,958 | 4,147,076 | |||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| December 31, 2019 | ||||||||||||
| Loans | Other financial liabilities | Leases liabilities | ||||||||||
| Without specified maturity | - | - | - | |||||||||
| With specified maturity | ||||||||||||
| Overdue | ||||||||||||
| Until 12-31-2018 | - | 130,829 | - | |||||||||
| From 01-01-19 to 03-31-19 | - | 311 | - | |||||||||
| From 04-01-19 to 06-30-19 | - | 311 | - | |||||||||
| From 07-01-19 to 09-30-19 | - | 311 | - | |||||||||
| From 10-01-19 to 12-31-19 | - | 311 | 90,363 | |||||||||
| Total overdue | - | 132,073 | 90,363 | |||||||||
| Non-due | ||||||||||||
| From 01-01-20 to 03-31-20 | 1,027,502 | 3,745,057 | 111,994 | |||||||||
| From 04-01-20 to 06-30-20 | 1,010,644 | 32,769 | 111,994 | |||||||||
| From 07-01-20 to 09-30-20 | - | - | 111,994 | |||||||||
| From 10-01-20 to 12-31-20 | 1,010,644 | - | 111,994 | |||||||||
| During 2021 | 2,021,288 | - | 448,037 | |||||||||
| During 2022 | 2,021,288 | - | 448,037 | |||||||||
| During 2023 | 2,021,288 | - | 448,037 | |||||||||
| During 2024 | 2,021,288 | - | 448,037 | |||||||||
| From 2025 onwards | 30,955,641 | - | 715,686 | |||||||||
| Total non-due | 42,089,583 | 3,777,826 | 2,955,810 | |||||||||
| Total with specified maturity | 42,089,583 | 3,909,899 | 3,046,173 | |||||||||
| Total | 42,089,583 | 3,909,899 | 3,046,173 | |||||||||
| December 31, 2018 | ||||||||||||
| Loans | Other financial liabilities | Financial leases | ||||||||||
| Without specified maturity | - | - | - | |||||||||
| With specified maturity | ||||||||||||
| Overdue | ||||||||||||
| Until 12-31-2017 | - | 159,366 | - | |||||||||
| From 01-01-18 to 03-31-18 | - | 478 | - | |||||||||
| From 04-01-18 to 06-30-18 | - | 478 | - | |||||||||
| From 07-01-18 to 09-30-18 | - | 478 | - | |||||||||
| From 10-01-18 to 12-31-18 | - | 478 | 87,517 | |||||||||
| Total overdue | - | 161,278 | 87,517 | |||||||||
| Non-due | ||||||||||||
| From 01-01-19 to 03-31-19 | - | 5,157,610 | 108,450 | |||||||||
| From 04-01-19 to 06-30-19 | 978,663 | 33,442 | 108,450 | |||||||||
| From 07-01-19 to 09-30-19 | - | - | 108,450 | |||||||||
| From 10-01-19 to 12-31-19 | 978,663 | - | 108,450 | |||||||||
| During 2020 | 1,957,325 | - | 433,860 | |||||||||
| During 2021 | 1,957,325 | - | 433,860 | |||||||||
| During 2022 | 1,957,325 | - | 433,860 | |||||||||
| During 2023 | 1,957,325 | - | 433,860 | |||||||||
| From 2024 onwards | 31,933,396 | - | 1,126,898 | |||||||||
| Total non-due | 41,720,022 | 5,191,052 | 3,296,138 | |||||||||
| Total with specified maturity | 41,720,022 | 5,352,330 | 3,383,655 | |||||||||
| Total | 41,720,022 | 5,352,330 | 3,383,655 | |||||||||
The Company monitors capital on the basis of the leverage ratio. This ratio is calculated as total financial debt (including "current financial debt" and "non-current financial debt" as shown in the Statement of Financial Position) divided by total capital. Total capital is calculated as "Shareholders' Equity", as shown in the Statement of Changes in Shareholders' Equity, plus total financial debt.
During the years ended December 31, 2020 and 2019, the gearing ratio was as follows:
| 2020 | 2019 | |||||||
| Total debt (Note 13) | 43,869,424 | 45,719,826 | ||||||
| Total equity | 66,026,644 | 65,461,118 | ||||||
| Total capital | 109,896,068 | 111,180,944 | ||||||
| Gearing Ratio | 0.40 | 0.40 | ||||||
16.2 Financial instruments by category and level of hierarchy
16.2.1 Categorization of financial instruments
The accounting policies for the categorization of financial instruments were explained in Note 4.e. In accordance with IFRS 7, IAS 32 and IFRS 9, non-financial assets and liabilities, such as contract and supplier liabilities, tax and social charges, income tax and deferred income tax are not included.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
The objective of the Company in capital management are to safeguard the ability to continue as a going concern, achieve an optimal cost of capital structure and support the capital expenditures process in order to provide returns to the shareholders and benefits for other stakeholders.
| 2019 | 2018 | |||||||
| Total debt (Note 13) | 33,582,804 | 31,684,940 | ||||||
| Total Equity | 48,083,469 | 47,603,906 | ||||||
| Total Capital | 81,666,273 | 79,288,846 | ||||||
| Gearing Ratio | 0.41 | 0.4 | ||||||
| December 31, 2020 | ||||||||||||
Financial assets at fair value | Financial assets at amortized cost | Total | ||||||||||
| CURRENT ASSETS | ||||||||||||
| Trade receivables | - | 6,147,453 | 6,147,453 | |||||||||
| Other receivables | - | 673,142 | 673,142 | |||||||||
| Other financial assets at amortized cost | - | �� | 18,319 | 18,319 | ||||||||
| Other financial assets at fair value through profit or loss | 2,120,788 | - | 2,120,788 | |||||||||
| Cash and cash equivalents | 3,176,316 | 1,477,090 | 4,653,406 | |||||||||
| Total current assets | 5,297,104 | 8,316,004 | 13,613,108 | |||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Other receivables | - | 7,603 | 7,603 | |||||||||
| Other financial assets at amortized cost | - | 13,759,012 | 13,759,012 | |||||||||
| Total non-current assets | - | 13,766,615 | 13,766,615 | |||||||||
| Total assets | 5,297,104 | 22,082,619 | 27,379,723 | |||||||||
Financial liabilities at fair value | Other financial liabilities | Total | ||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Trade payables | - | 2,803,596 | 2,803,596 | |||||||||
| Loans | - | 936,766 | 936,766 | |||||||||
| Payroll and social security taxes payables | - | 991,669 | 991,669 | |||||||||
| Other payables | - | 301,974 | 301,974 | |||||||||
| Total current liabilities | - | 5,034,005 | 5,034,005 | |||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Loans | - | 42,932,658 | 42,932,658 | |||||||||
| Total non-current liabilities | - | 42,932,658 | 42,932,658 | |||||||||
| Total liabilities | - | 47,966,663 | 47,966,663 | |||||||||
| 2019 | ||||||||||||
Financial assets at fair value | Financial assets at amortirzed cost | Total | ||||||||||
| CURRENT ASSETS | ||||||||||||
| Trade receivables | - | 8,813,414 | 8,813,414 | |||||||||
| Other receivables | - | 644,239 | 644,239 | |||||||||
| Derivative financial instruments | 373,058 | - | 373,058 | |||||||||
| Other financial assets at amortized cost | - | 1,421,253 | 1,421,253 | |||||||||
| Cash and cash equivalents | 1,401,763 | 11,892,639 | 13,294,402 | |||||||||
| Total current assets | 1,774,821 | 22,771,545 | 24,546,366 | |||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Other receivables | - | 10,351 | 10,351 | |||||||||
| Other financial assets at amortized cost | - | 7,356 | 7,356 | |||||||||
| Total non-current assets | - | 17,707 | 17,707 | |||||||||
| Total assets | 1,774,821 | 22,789,252 | 24,564,073 | |||||||||
Financial liabilities at fair value | Other financial liabilities | Total | ||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Trade payables | - | 5,600,240 | 5,600,240 | |||||||||
| Loans | - | 2,344,459 | 2,344,459 | |||||||||
| Payroll and social security taxes payables | - | 726,306 | 726,306 | |||||||||
| Other payables | - | 391,621 | 391,621 | |||||||||
| Total current liabilities | - | 9,062,626 | 9,062,626 | |||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Loans | - | 43,375,367 | 43,375,367 | |||||||||
| Total non-current liabilities | - | 43,375,367 | 43,375,367 | |||||||||
| Total liabilities | - | 52,437,993 | 52,437,993 | |||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| December 31, 2019 | ||||||||||||
Financial assets at fair value | Financial assets at amortizef cost | Total | ||||||||||
| CURRENT ASSETS | ||||||||||||
| Trade receivables | - | 6,473,759 | 6,473,759 | |||||||||
| Other receivables | - | 473,216 | 473,216 | |||||||||
| Derivative financial instruments | 274,024 | - | 274,024 | |||||||||
| Other financial assets at amortized cost | - | 1,043,960 | 1,043,960 | |||||||||
| Cash and cash equivalents | 1,029,644 | 8,735,557 | 9,765,201 | |||||||||
| Total current assets | 1,303,668 | 16,726,492 | 18,030,160 | |||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Other receivables | - | 7,603 | 7,603 | |||||||||
| Other financial assets at amortized cost | - | 5,403 | 5,403 | |||||||||
| Total non-current assets | - | 13,006 | 13,006 | |||||||||
| Total assets | 1,303,668 | 16,739,498 | 18,043,166 | |||||||||
Financial liabilities at fair value | Other financial liabilities | Total | ||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Trade payables | - | 4,113,571 | 4,113,571 | |||||||||
| Loans | - | 1,722,087 | 1,722,087 | |||||||||
| Payroll and social security taxes payables | - | 533,497 | 533,497 | |||||||||
| Other payables | - | 287,659 | 287,659 | |||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Loans | - | 31,860,717 | 31,860,717 | |||||||||
| Total non-current liabilities | - | 31,860,717 | 31,860,717 | |||||||||
| Total liabilities | - | 38,517,531 | 38,517,531 | |||||||||
| 2018 | ||||||||||||
Financial assets at fair value | Financial assets at amortirzed cost | Total | ||||||||||
| CURRENT ASSETS | ||||||||||||
Trade receivables | - | 4,791,109 | 4,791,109 | |||||||||
Other receivables | - | 652,771 | 652,771 | |||||||||
Derivative financial instruments | 335,773 | - | 335,773 | |||||||||
Other financial assets at amortized cost | - | 8,790 | 8,790 | |||||||||
Cash and cash equivalents | 3,324,575 | 22,280,562 | 25,605,137 | |||||||||
| Total current assets | 3,660,348 | 27,733,232 | 31,393,580 | |||||||||
| NON-CURRENT ASSETS | ||||||||||||
Other receivables | - | 9,521 | 9,521 | |||||||||
Other financial assets at amortized cost | - | 13,476 | 13,476 | |||||||||
| Total non-current assets | - | 22,997 | 22,997 | |||||||||
| Total assets | 3,660,348 | 27,756,229 | 31,416,577 | |||||||||
Financial liabilities at fair value | Other financial liabilities | Total | ||||||||||
| CURRENT LIABILITIES | ||||||||||||
Trade payables | - | 4,756,554 | 4,756,554 | |||||||||
Loans | - | 681,225 | 681,225 | |||||||||
Payroll and social security taxes payables | - | 475,882 | 475,882 | |||||||||
Other payables | - | 124,103 | 124,103 | |||||||||
| Total current liabilities | - | 6,037,764 | 6,037,764 | |||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
Loans | - | 31,003,715 | 31,003,715 | |||||||||
| Total non-current liabilities | - | 31,003,715 | 31,003,715 | |||||||||
| Total liabilities | - | 37,041,479 | 37,041,479 | |||||||||
According to IFRS 13, the fair value hierarchy introduces three levels of inputs.inputs based on the lowest level of input significant to the overall fair value. These levels are:
Level 1: includes financial assets and liabilities whose fair values are estimated using quoted prices (unadjusted) in active markets for identical assets and liabilities. The instruments included in this level primarily include balances in mutual funds and public or private bonds listed on the BYMA. The mutual funds mainly carry out their placements in bonds issued by the Central Bank of the Argentine RepublicBolsas y Mercados Argentinos S.A. (“BCRA”BYMA”).
Level 2: includes financial assets and liabilities whose fair value is estimated using different assumptions quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (for example, derived from prices). Within this level, the Company includes those derivate financial instruments for which it was not able to find an active market.
Level 3: includes financial instruments for which the assumptions used in estimating fair value are not based on observable market information.
During 20192020 and 2018,2019, there were neitherno transfers between the different hierarchies used to determine the fair value of fair values northe Company's financial instruments or reclassifications between categories of financial instruments categories.instruments.
The table below shows different assets and liabilities at their fair value classified by hierarchy as of December 31, 20192020 and 2018:
| As of December 31, 2019 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Financial assets at fair value | ||||||||||||||||
| Cash and cash equivalents | 1,029,644 | - | - | 1,029,644 | ||||||||||||
| Derivative financial instruments | - | 274,024 | - | 274,024 | ||||||||||||
| Total | 1,029,644 | 274,024 | - | 1,303,668 | ||||||||||||
| As of December 31, 2018 | As of December 31, 2020 | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Financial assets at fair value | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 3,324,575 | - | - | 3,324,575 | 3,176,316 | - | - | 3,176,316 | ||||||||||||||||||||||||
| Derivative financial instruments | - | 335,773 | - | 335,773 | ||||||||||||||||||||||||||||
| Other financial assets at fair value through profit or loss | 2,120,788 | - | - | 2,120,788 | ||||||||||||||||||||||||||||
| Total | 3,324,575 | 335,773 | - | 3,660,348 | 5,297,104 | - | - | 5,297,104 | ||||||||||||||||||||||||
| As of December 31, 2019 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Financial assets at fair value | ||||||||||||||||
| Cash and cash equivalents | 1,401,763 | - | - | 1,401,763 | ||||||||||||
| Derivative financial instruments | - | 373,058 | - | 373,058 | ||||||||||||
| Total | 1,401,763 | 373,058 | - | 1,774,821 | ||||||||||||
The fair value amount of the financial assets and liabilities is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
As of December 31, 2019,2020, the carrying amount of certain financial instruments used by the Company, includingin cash, cash equivalents, other investments, receivables, payablesaccounts receivable and payable and short-term loans areobligations is representative of fair value because ofdue to the short-term nature of these instruments. Also, the carrying value of non-current financial assets at amortized cost consists of time deposits made with financial institutions at current market rates.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
| As of December 31, 2019 | ||||||||
| Carrying amount | Fair value | |||||||
2018 Notes | 30,184,039 | 26,266,856 | ||||||
| As of December 31, 2020 | ||||||||
| Carrying amount | Fair value | |||||||
| 2018 Notes | 40,976,742 | 37,583,947 | ||||||
| 17. | REGULATORY FRAMEWORK |
General aspects
Regarding TGS’ Natural Gas Transportation business, it is regulated by Law No. 24,076 (“the Natural Gas Act”), its regulatory Decree No. 1,738/92 and the Regulatory framework for the transportation and distribution of natural gas in Argentina. The Natural Gas Act created ENARGAS, which is entitled, among other things, to set the basis for the calculation, monitoring, approval of tariffs and the power to verify compliance with the Natural Gas Law and its regulations. On January 28, 2016, Resolution No. 7 of the MINEM of Argentina repealed the Resolution 2000/2005 of the former Ministry of MPFIPyS which provided that all tariff increases should have the prior intervention of the Undersecretary of Coordination and Management Control.
TGS License has been granted for an original period of 35 years beginning on December 28, 1992. However, the Natural Gas Act provides that TGS may apply to ENARGAS for a renewal of its license for an additional period of ten years. ENARGAS should evaluate at that time the performance of TGS and raise a recommendation to the Executive Branch. At the end of the period of validity of the license, 35 or 45, as appropriate, the Natural Gas Act requires a call for a new tender for the granting of a new license, in which TGS, provided the Company fulfilled substantially with the obligations resulting from the license, would have the option of matching the best offer that the Government received in this bidding process.
Tariff situation
Prior the enactment of the Public Emergency Law, and according to the Regulatory Framework, transportation tariffs were to be calculated in US dollars and converted into Argentine pesos at the time the customer was billed using the exchange rate prevailing at the date of the billing. The basic natural gas transportation tariffs charged by TGS had been established at the time of the privatization of GdE and were to be adjusted, subject to prior authorization, in the following cases: (i) semiannually to reflect changes in the US producer price index (“PPI”) and (ii) every five years according to efficiency and investment factors determined by ENARGAS. The “efficiency factor” was a reduction to the base tariff resulting from future efficiency programs while the “investment factor” increased the tariffs to compensate the licensees for future investments which were not repaid through tariffs. Also, subject to ENARGAS approval, tariffs were to be adjusted to reflect non-recurrent circumstances or tax changes, other than income tax.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
Between July 2003 and March 2018, the Company received a series of temporary tariff increases under the framework of the Integral Tariff Review (“RTI” for its acronym in Spanish) process initiated after the Public Emergency Law was passed.
On March 27, 2018, the Executive Branch of the Argentine Government issued the Decree No. 250/2018 (the “Decree 250”) ratifying the 2017 Integral Agreement. This decree represents the conclusion of the RTI process and the completion of the 2017 Transitional Agreement, and thus, the final renegotiation of the license after seventeen years of negotiations.
The 2017 Integral Agreement sets the guidelines for the provision of the natural gas transportation service until the end of the License. Among these guidelines:
The RTI Process, which will culminate in the signing of the integral agreement, was approved. As a result of this RTI, a new tariff schedule was also approved. This new tariff schedule applicable to the Company determined a total tariff increase of 214.2% and 37%, in the event that it had been granted in a single installment as of April 1, 2017, on the tariff of the natural gas transportation service and the CAU, respectively.
The Five-Year Investment Plan was approved. Resolution 4362 obliged TGS for the execution of the Five-Year Plan, which requires a high level of essential investments for the operation and maintenance of the pipeline system, to provide quality, safe and reliable service. The Five-Year Plan shall be for the period from April 1, 2017 to March 31, 2022 and will amount to Ps. 6,786,543, expressed in December 31, 2016 currency terms.
A non-automatic six-month adjustment mechanism for the natural gas transportation tariff and the investment commitments were approved. This adjustment must be approved by ENARGAS and for its calculation, the evolution of the WPI published by INDEC will be considered.
TGS and its shareholders must withdraw any claim against the Government related to the natural gas transportation business, including the arbitration proceedings before the ICSID. The Company desisted from it on June 26, 2018.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
Effective as of April 1, 2017, 64.2% of the tariff for the natural gas transport service, the CAU not being adjusted, in accordance with the provisions of Resolution No. 4362/2017 (“Resolution 4362”).
Effective as of December 1, 2017, after the issuance of Resolution 120, 81.1% on the tariff for the natural gas transport service and 29.7% on the CAU, which includes the first adjustment by WPI.
Effective as of April 1, 2018, an increase of 50% over the tariff for the natural gas transport service and the CAU within the framework of the provisions of Resolution No. 310/2018 issued by ENARGAS.
Semiannual tariff increase
This increase is granted within the framework of the semi-annual tariff adjustment of the natural gas transportation service in accordance with the provisions of the RTI process.
In the public hearing held on September 4, 2018, in which the Company requested, based on the variation of the WPI recorded for the period February - August 2018, a tariff increase of approximately 30%. Considering the hearing, on September 27, 2018, ENARGAS issued Resolution No. 265/2018 which determined a 19.7% tariff increase effective as of October 1, 2018.
This increase was determined by ENARGAS based on the simple average of the WPI, the Construction Cost Index for the period February and August 2018 and the Salary Variation Index between December 2017 and June 2018.
It is noteworthy that ENARGAS supported the determination of the aforementioned tariff increase in the provisions of Resolution 4362, which, among other issues, provided that under certain circumstances and macroeconomic conditions, such as the significant devaluation occurred after April 2018, ENARGAS may use other indexes than the WPI to determine the tariff increase. TGS notified ENARGAS its disagreement with respect to the methodology for calculating the semi-annual adjustment.
On March 29, 2019, ENARGAS issued Resolution No. 192/2019 (“("Resolution 192”192") that approved, effective as of April 1, 2019, a 26% increase in the tariff chart applicable to the public service of natural gas transportation by TGS in force as of March 31, 2019.
In accordance with current regulations, ENARGAS has considered the evolution of the wholesale price index update index (“WPI”("WPI") between the months of August 2018 and February 2019, in order to define the semi-annual adjustments applicable to TGS tariffs.
Regarding the semi-annual tariff adjustment that was to be enforced as from October 1, 2019, on September 3, 2019, the SE issued Resolution No. 521/2019 (“Resolution 521”) postponing it to February 1, 2020.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
The deferral also meant that the Company reviewed and fit, in equal proportion to the revenue that is no longer received, the execution of the Five-Year Investment Plan. As of the date of the issuance of these Consolidated Financial Statements, TGS made the proposal to ENARGAS and the corresponding approval resolution have not yet been issued.
Nevertheless, the Solidarity Law establishes that natural gas transportation and distribution tariffs will remain unadjusted for a maximum period of 180 as days from December 23, 2019. In this sense, the Executive Branch is authorized to renegotiate them, either within the framework of the current RTI or through an extraordinary review in accordance with the provisions of the Natural Gas Law.
On June 19, 2020, the PEN issued Decree No. 543/2020 by which the natural gas transportation and distribution tariffs were extended without adjustments for an additional term of 180 calendar days, that is, until December 16, 2020.
Through the Necessity and Urgency Decree No. 1,020/2020 ("Decree 1,020"), the PEN initiated the renegotiation of the RTI concluded in 2018, which may not exceed 2 years. Until then, the renegotiation agreements in force are suspended. Such renegotiation remains in the power of ENARGAS ad referendum of the PEN.
In addition, Decree 1,020 extends the tariff freeze for an additional period of 90 calendar days or until transitory tariffs are approved. It should be noted that all agreements, whether transitory or general, entered into with the National Government must not only be subject to normalize the Company’s tariff situation have not occurred.public hearing procedures provided by the regulations in force, but also to the authorization of the different governmental agencies.
Additionally, the Solidarity Law provides for the administrative intervention of ENARGAS.ENARGAS, recently extended through Decree 1,020.
On February 22, 2021, ENARGAS issued Resolution No. 47/2021 by means of which a public hearing was called for March 16, 2021 in order to consider the transitional tariff increase according to Decree 1,020. For more information, see “Note 24 – Subsequent events – Transitional tariff increase.”
Deferral of collections
On June 21, 2019, the SGE issued Resolution No. 336/2019 (the "Resolution 336") by which it provided for the deferral of payment of 22% on invoices issued to natural gas distributors between July 1, 2019 and October 31, 2019 for services rendered to residential natural gas users.
The deferrals described were recovered from invoices issued as from December 1, 2019 in five monthly, equal and consecutive installments.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
As of December 31, 2019, the Company has tradehad sales receivables withfrom natural gas distribution companies forof Ps. 1,206,030 for1,641,896 in respect of such concepts.items.
b)General Framework for non-regulated segments
Domestic market
The Production and Commercialization of Liquids segment is not subject to regulation by ENARGAS, and as it is provided in the Transfer Agreement, is organized as a separate business unit within TGS, keeping accounting information separately. However, over recent years, the Argentine Government enacted regulations which significantly impacted on it.
In April 2005, the Argentine Government enacted Law No. 26,020 which sets forth the regulatory framework for the industry and commercialization of LPG. Among other things, the Law No. 26,020 creates the framework through which the Secretary of Hydrocarbon Resources (“SHR”) (formerly the Federal Energy Bureau) establishes regulations meant to cause LPG suppliers to guarantee sufficient supply of LPG in the domestic market at low prices. Law No. 26,020 creates a price regime pursuant to which the SRH periodically publish reference prices for LPG sold in the domestic market. It also sets forth LPG volumes to be sold in the domestic market.
On March 30, 2015, the Executive Branch issued Decree No. 470/2015, regulated by Resolution No. 49/2015 issued by the Federal Energy Bureau, which created the Programa Hogares con Garrafa (the “Households with Bottles Program”) which replaced the programs in force until that time. The Households with Bottles Program was implemented through Resolutions No. 49/2015 and No. 470/2015 issued by the Federal Energy Bureau.
Within the framework of the Households with Bottles Program, a maximum reference price was determined for the members of the commercialization chain in order to guarantee the supply to low-income residential users, forcing producers to supply with LPG at a certain price and at a certain quantity defined for each of them. Additionally, the payment of compensation to the participating producers of the Households with Bottles Program was established.
In this context, the Company has filed variousseveral administrative and judicial claims challenging the general regulations of the program,Home Plan, as well as the administrative acts that determine the volumes of butane that mustto be sold in the domesticlocal market, in order to safeguard its economic-financial situation and thus, preventingso that thissuch situation does not extend overcontinue in time.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
Within the framework of the path of gradual reduction of subsidies provided by the former MINEM, on March 31, 2017 the former MINEM issued Resolutions No. 74/2017 ("Resolution 74") and No. 474-E/2017 ("Resolution 474") by which an increase in the price of indiluted propane gas destined to the Propane for Networks Agreement is provided as from April 1 and December 1, 2017, respectively. As from such dates the price paid by the customer was set at Ps. 1,267/tn and Ps. 2,832/tn (as provided by Resolution 74) and Ps. 1,941.20/tn and Ps. 3,964/tn (as provided by Resolution 474), respectively, depending on the customer to whom the product is destined.
Finally, in May 2018 TGS entered into the sixteenth extension to the Propane Agreement for Networks which served as a framework for the commercialization of the products stipulated therein for the period April 1, 2018 - December 31, 2019. Additionally, this last extension fixed the price at which the propane destined to this program was marketed to the customer. Notwithstanding the foregoing, on January 14, 2020 TGS received the instruction issued by the Secretary of Energy to proceed with the propane deliveries according to the conditions of the sixteenth extension of the Propane for Networks Agreement. Subsequently, the Company entered into the seventeenth extension to the Propane for Networks Agreement, effective until December 31, 2020. As of the date of issuance of these Financial Statements, this agreement has not been extended.
During 2020 and 2019, the Company received Ps. 150,196 and Ps. 637,810, respectively, for subsidies for the above-mentioned Programs.
As mentioned above, participation in the Plan Hogar implies economic-financial losses for the Company, since under certain circumstances the sale of the products would be made at prices below production costs.
As of December 31, 2019,2020, the Argentine GovernmentState owes the CompanyTGS Ps. 143,829302,777 for these concepts.
Foreign market
On September 3, 2018, the Executive Branch issued Decree No. 793/2018, which, between September 4, 2018 and December 31, 2020, sets an export duty of 12% on the exported amount of propane, butane and natural gasoline. This withholding is capped at $4 for each dollar of the tax base or the official FOB price.
Subsequently, on the occasion of the enactment of the Solidarity Law, an 8% cap was established for the rate applicable to hydrocarbons as of December 23, 2019.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
Decree No. 2,067 / 08
Through Presidential Decree No. 2,067/08, the Executive Branch created a tariff charge to be paid byby: (i) the users of regulated services of transportation and / or distribution, (ii) natural gas consumers receiving natural gas directly from producers without making use of transportation systems or natural gas distribution, (iii) the natural gas processing companies in order to finance the import of natural gas. The tariff charge sets forth in this decree finance the higher price of the natural gas imports required to compensate the injection of natural gas necessary to meet national requirements (the “Charge”). When the Charge was created, TGS paid it in accordance with the provisions of Resolution I-563/2008, at Ps. 0.0492/m3.
The payment of the natural gas processing tariff charge was selectively subsidized from 2008 according to the destination of the natural gas. In November 2011, however, ENARGAS issued Resolution No. 1,982/11 and 1,991/11 (the “Subsidy Beneficiaries Resolutions”) which modified the list of the subsidy beneficiaries, and thus, involved a cost increase for many of our clients and for us (for certain of our consumption for our own account). The natural gas processing tariff charge increased from Ps. 0.0492 to Ps. 0.405 per cubic meter of natural gas effective from December 1, 2011, representing a significant increase in our variable costs of natural gas processing.
In order to avoid this damage, TGS appealed against the Presidential Decree and the Resolutions including National Government, ENARGAS and ex MPFIPyS as defendants.
For further information regarding the legal action filed the Company, see Note 20.b).
On March 28, 2016, the former MINEM issued Resolution No. 28/16 (“Resolution 28”), which instructs ENARGAS to take all the necessary measures to derogate the tariff charge created by Decree No. 2,067/08 as from April 1, 2016. However, such Resolution does not repeal or declare illegitimate this decree and the Subsidy Beneficiaries Resolutions for which the judicial action is still ongoing.
c)Essential assets
A substantial portion of the assets transferred by GdE has been defined as essential for the performance of the natural gas transportation service. Therefore, TGS is required to keep separated and maintain these assets, together with any future improvements, in accordance with certain standards defined in the License.
TGS may not, for any reason, dispose of, encumber, lease, sublease or loan essential assets nor use such assets for purposes other than the provision of the licensed service without ENARGAS´s prior authorization. Any expansion or improvements that it makes to the gas pipeline system may only be encumbered to secure loans that have a term of more than one year to finance such extensions or improvements.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
i) the net book value of the essential assets determined on the basis of the price paid by the acquiring joint arrangements, and the original cost of subsequent investments carried in US dollars and adjusted by the PPI, net of accumulated depreciation according to the calculation rules to be determined by ENARGAS; or |
Once the period of the extension of the License expires, TGS will be entitled to participate in the New Bidding, and thus, it shall be entitled to:
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| 18. | ASSETS AND LIABILITIES IN FORREIGN CURRENCY |
The balances in foreign currency as of December 31, 20192020 and 20182019 are detailed below:
| 2019 | 2018 | ||||||||||||||||||||||
Foreign currency and amount (in thousands) | Exchange rate | Amount in local currency | Foreign currency and amount (in thousands) | Amount in local currency | |||||||||||||||||||
CURRENT ASSETS | |||||||||||||||||||||||
| Cash and cash equivalents | US$ | 143,920 | 59.690 | (1) | 8,590,585 | US$ | 361,017 | 20,826,043 | |||||||||||||||
| Derivative financial instruments | US$ | 4,591 | 59.690 | (1) | 274,024 | US$ | 5,821 | 335,773 | |||||||||||||||
| Other financial assets at amortized cost | US$ | 17,433 | 59.690 | (1) | 1,040,605 | - | - | ||||||||||||||||
| Trade receivables | US$ | 43,091 | 59.690 | (1) | 2,572,102 | US$ | 30,380 | 1,752,536 | |||||||||||||||
| Other receivables | US$ | 325 | 59.690 | (1) | 19,399 | US$ | 1,693 | 97,665 | |||||||||||||||
| Total current assets | US$ | 209,360 | 12,496,715 | US$ | 398,911 | 23,012,017 | |||||||||||||||||
CURRENT LIABILITIES | |||||||||||||||||||||||
| Trade payables | US$ | 59,595 | 59.890 | (2) | 3,569,145 | US$ | 42,184 | 2,446,454 | |||||||||||||||
| Loans | US$ | 28,754 | 59.890 | (2) | 1,722,087 | US$ | 11,746 | 681,225 | |||||||||||||||
| Contract liabilities | US$ | 990 | 59.890 | (2) | 59,283 | - | - | ||||||||||||||||
| Total current liabilities | US$ | 89,339 | 5,350,515 | US$ | 53,930 | 3,127,679 | |||||||||||||||||
NON CURRENT LIABILITIES | |||||||||||||||||||||||
| Loans | US$ | 531,987 | 59.890 | (2) | 31,860,717 | US$ | 534,595 | 31,003,715 | |||||||||||||||
| Contract liabilities | US$ | 13,692 | 59.890 | (2) | 820,025 | - | - | ||||||||||||||||
| Total non current liabilities | US$ | 545,679 | 32,680,742 | US$ | 534,595 | 31,003,715 | |||||||||||||||||
TOTAL LIABILITIES | US$ | 635,018 | 38,031,257 | US$ | 588,525 | 34,131,394 | |||||||||||||||||
| 2020 | 2019 | ||||||||||||||||||||||
Foreign currency and amount (in thousands) | Exchange rate | Amount in localcurrency | Foreign currency and amount (in thousands) | Amount in local currency | |||||||||||||||||||
CURRENT ASSETS | |||||||||||||||||||||||
| Cash and cash equivalents | US$ | 45,454 | 83.950 | (1) | 3,815,863 | US$ | 143,920 | 11,695,273 | |||||||||||||||
| Derivative financial instruments | US$ | - | 83.950 | (1) | - | US$ | 4,591 | 373,058 | |||||||||||||||
| Other financial assets at amortized cost | US$ | 182 | 83.950 | (1) | 15,279 | 17,433 | 1,416,686 | ||||||||||||||||
| Other financial assets at fair value through profit or loss | US$ | 25,263 | 83.950 | (1) | 2,120,788 | - | - | ||||||||||||||||
| Trade receivables | US$ | 23,262 | 83.950 | (1) | 1,952,845 | US$ | 43,091 | 3,501,675 | |||||||||||||||
| Other receivables | US$ | 2,214 | 83.950 | (1) | 185,865 | US$ | 325 | 26,410 | |||||||||||||||
| Total current assets | US$ | 96,375 | 8,090,640 | US$ | 209,360 | 17,013,102 | |||||||||||||||||
NON CURRENT ASSETS | |||||||||||||||||||||||
| Other financial assets at amortized cost | US$ | 163,858 | 83.950 | (1) | 13,755,917 | US$ | - | - | |||||||||||||||
| Total non current assets | US$ | 163,858 | 13,755,917 | US$ | - | - | |||||||||||||||||
TOTAL ASSETS | US$ | 260,233 | 21,846,557 | US$ | 209,360 | 17,013,102 | |||||||||||||||||
| CURRENT LIABILITIES | |||||||||||||||||||||||
| Trade payables | US$ | 21,730 | 84.150 | (2) | 1,828,580 | US$ | 59,595 | 4,859,055 | |||||||||||||||
| Loans | US$ | 11,132 | 84.150 | (2) | 936,766 | US$ | 28,754 | 2,344,459 | |||||||||||||||
| Contract liabilities | US$ | - | 84.150 | (2) | - | 990 | 80,708 | ||||||||||||||||
| Total current liabilities | US$ | 32,862 | 2,765,346 | US$ | 89,339 | 7,284,222 | |||||||||||||||||
NON CURRENT LIABILITIES | |||||||||||||||||||||||
| Loans | US$ | 510,192 | 84.150 | (2) | 42,932,658 | US$ | 531,987 | 43,375,367 | |||||||||||||||
| Contract liabilities | US$ | 16,391 | 84.150 | (2) | - | 13,692 | 1,116,387 | ||||||||||||||||
| Total non current liabilities | US$ | 526,583 | 42,932,658 | US$ | 545,679 | 44,491,754 | |||||||||||||||||
| TOTAL LIABILITIES | US$ | 559,445 | 45,698,004 | US$ | 635,018 | 51,775,976 | |||||||||||||||||
(1) Buy exchange rate at the end of fiscal year | |||||||||||||||||||||||
(2) Sell exchange rate at the end of fiscal year | |||||||||||||||||||||||
| US$: United States of America dollars | |||||||||||||||||||||||
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| 19. | COMMON STOCK AND DIVIDENDS |
| a) | Common stock structure and shares’ public offer |
As of December 31, 20192020 and 2018,2019, TGS’ common stock was as follows:
| Common Stock structure as of December 31, 2018 | ||||||||||||
Shares Class | Amount of common stock, subscribed, issued, paid in, and authorized for | |||||||||||
| public offer | ||||||||||||
| Common Shares Class | ||||||||||||
| (Face value $ 1, 1 vote) | Outstandings shares | Treasury Shares | Common Stock | |||||||||
Class “A” | 405,192,594 | - | 405,192,594 | |||||||||
Class “B” | 375,701,909 | 13,600,780 | 389,302,689 | |||||||||
| Total | 780,894,503 | 13,600,780 | 794,495,283 | |||||||||
| Common Stock structure as of December 31, 2019 | ||||||||||||||||||||||||
| Common Stock structure as of December 31, 2020 | Common Stock structure as of December 31, 2020 | |||||||||||||||||||||||
| Shares Class | Amount of common stock, subscribed, issued, paid in, and authorized for | Amount of common stock, subscribed, issued, paid in, and authorized for | ||||||||||||||||||||||
| public offer | public offer | |||||||||||||||||||||||
| Common Shares Class | �� | |||||||||||||||||||||||
| (Face value $ 1, 1 vote) | Outstandings shares | Treasury Shares | Common Stock | Outstandings shares | Treasury Shares | Common Stock | ||||||||||||||||||
| Class “A” | 405,192,594 | - | 405,192,594 | |||||||||||||||||||||
| Class “B” | 379,415,934 | 9,886,755 | 389,302,689 | |||||||||||||||||||||
| Class "A" | 405,192,594 | - | 405,192,594 | |||||||||||||||||||||
| Class "B" | 347,568,464 | 41,734,225 | 389,302,689 | |||||||||||||||||||||
| Total | 784,608,528 | 9,886,755 | 794,495,283 | 752,761,058 | 41,734,225 | 794,495,283 | ||||||||||||||||||
| Common Stock structure as of December 31, 2019 | ||||||||||||
| Shares Class | Amount of common stock, subscribed, issued, paid in, and authorized for | |||||||||||
| public offer | ||||||||||||
| Common Shares Class | ||||||||||||
| (Face value $ 1, 1 vote) | Outstandings shares | Treasury Shares | Common Stock | |||||||||
| Class "A" | 405,192,594 | - | 405,192,594 | |||||||||
| Class "B" | 379,415,934 | 9,886,755 | 389,302,689 | |||||||||
| Total | 784,608,528 | 9,886,755 | 794,495,283 | |||||||||
TGS’s shares are traded on the BYMA and under the form of the American Depositary Receipts (“ADS”) (registered in the SEC and representing 5 shares each) on the New York Stock Exchange.
| b) | Acquisition of treasury shares |
During fiscal year 2018,2019, the Company's Board of Directors of the Company approved twothree programs for the acquisition of treasurythe Company's own shares, on May 9March 27, August 26 and September 6,November 19, which were executed in accordance with the conditions established therein. For the definition of these programs, the Board of Directors considered the solid cash and investment position and investments thatof the Company, has. This program wasand approved by virtuethem in view of the distortion evidenced between the economic value of the Company, as measured by its current businesses and derivatives ofthose derived from projects under development, and the market price of its shares.
As mentioned in "c. Distribution of dividends", treasury shares acquired as of October 31, 2019 were earmarked for payment of a stock dividend.
On March 6, 2020, the priceCompany's Board of their sharesDirectors approved the sixth Program for the Acquisition of TGS treasury Shares in the market.markets where it makes a public offering of its shares (the “Sixth Repurchase Program”) for a maximum amount of Ps. 2,500 million (at the time of its creation).
Subsequently, on March 27, 2019,August 21, 2020, the Board of Directors of the Company approved a thirdnew Program for the acquisitionAcquisition of TGS treasury shares in the markets where TGS makes a public offering (the “Third Share Repurchase Program”)Shares for a maximum amount to be invested in Ps. 1,500 million (at the moment of its creation).
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| c) | Dividends distribution |
Cash dividends
During the year ended December 31, 2019, the Company paid dividends as follows:
- The Ordinary General Shareholders´Shareholders' Meeting of the Company at its meeting held on April 11, 2019 approved the payment of Ps. 9,185,58412,505,672 (Ps. 11,767116.0198 per share).
- The Board of Directors of the Company at its meeting held on April 11, 2019 approved the payment of Ps. 318,732433,923 (Ps. 0,40830.5559 per share).
- On October 31, 2019, the Company's Board of Directors of the Company approved, together with the distribution in kind mentioned below, to make available to the shareholders as of November 13, 2019 a cash dividend amounting to Ps. 256,338348,981 (Ps. 0,33510.4562 per share). ThisSuch dividend was compensated -in the corresponding cases-offset - where applicable - with the withholding of income tax by virtue ofwithholding on the distribution of treasury shares (article 46 of the Income Tax Law and article 66.2 of the Regulatory Decree), inif applicable.
During the case that it should be done.
year ended December 31, 2020, the Company did not pay any dividends.Treasury shares distribution
On October 17, 2019, the Ordinary and Extraordinary General Shareholders´ Meeting of the Company decided to distribute among all shareholders in proportion to their holdings, in the terms provided in Article 67 of Law No. 26,831 all of the treasury shares in the portfolio for 29,444,795 class B shares and also delegated to the Board of Directors the broadest powers to effect the distribution of the shares indicated in accordance with current regulations, including the determination of the timing of such payment.
Subsequently, on October 31, 2019, the Board of Directors of TGS decided to make available to shareholders, as of November 13, 2019, the treasury shares, making it known that said distribution constitutes 0.0385 shares per ordinary share and 0.192 shares per ADR, both outstanding, representing approximately 3.706% of the share capital of TGS, which amounts to Ps. 794,495.
The market value of these shares amounted to Ps. 3,228,0024,394,621 being itstheir acquisition cost of Ps. 4,045,739.5,507,893. This transaction was accounted for as an equity transaction generating a decrease"Additional paid-up capital" of Ps. 791,712,1,077,841 which was charged to the heading “Additional paid-up capital” of the shareholders´ equity of the Company.
| d) | Restrictions on distribution of retained earnings |
Pursuant to the General Companies Act and CNV Rules, we are required to allocate a legal reserve (“Legal Reserve”) equal to at least 5% of each year’s net income (as long as there are no losses for prior fiscal years pending to be absorbed) until the aggregate amount of such reserve equals 20% of the sum of (i) “common stock nominal value” plus (ii) “inflation adjustment to common stock,” as shown in our consolidated statement of changes in equity. If there are any losses pending to be absorbed from prior fiscal years, such 5% should be calculated on any excess
TRANSPORTADORA DE GAS DEL SUR S.A.
(Stated in thousands of the Company the decision of the distribution of dividends, providedpesos as maximum limit for such distribution up to 80% of said reserve restated according to the General Resolution N° 777/2018 of the CNV.described in Note 3 and 4.d, unless otherwise stated)
Finally, and as mentioned in subsection b of this note, the amounts subject to distribution are restricted up to the acquisition cost of treasury shares and the additional paid-up capital.
| 20. | LEGAL CLAIMS AND OTHER MATTERS |
| a) | Turnover tax calculated on the natural gas price consumed by TGS |
The Company has interpretative differences with several provinces regarding the liquidation of the turnover tax calculated on the natural gas used by TGS as fuel to render its transportation services. In this framework there have been initiated several lawsuits against TGS, which have adversely concluded by the Company.
As of December 31, 20192020 and 2018,2019, the Company has recorded a provision for these concepts of Ps. 515.1764.3 million and Ps. 474.4701.3 million, respectively, recorded in respect of this contingency under the line item “Provisions.” Those amounts werecaption "Provisions", determined in accordance withbased on the estimations ofestimated tax and interests, that would beinterest payable as of such date.
| b) | Action for annulment of ENARGAS Resolutions No. I-1,982/11 and No. I-1,991/11 (the “Resolutions”) |
After the issuance of the Resolutions, TGS filed a judicial action before the National Court of First Instance in Federal Administrative Litigation No. 1 (the “Court”"Court") in order to obtain the declaration of nullity of the ExecutivePresidential Decree No. 2067/08 and the Resolutions as well as the unconstitutionality of the administrative acts that created the Charge. The probative stage of these proceedings was concluded and the allegations are currently being carried out.
On July 5, 2012, the Court issued in favor of TGS a precautionary measure by which the suspension of the Charge was ordered in the terms set forth in the Resolutions. This decision was appealed in different opportunities by the National Government, by virtue of which the dictating of the precautionary measure was limited to the validity of six months. However, at maturity, the Company is entitled to obtain a new precautionary measure for a similar period.
As a result, on September 19, 2017, a new extension of the injunction was obtained (which prevented the Government to claim TGS of the payment of the amounts resulting from the new value of the Charge for the period between the November 2011 and March 2016), thus extending the validity until March 2018.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
On March 26, 2019, TGS was notified of the judgment of first instance issued by the Federal Contentious-Administrative Court No. 1 in its claim initiated by which TGS requested the unconstitutionality of Decree No. 2,067/08; Resolutions and of any other rule or act issued or to be issued, that is caused by the mentioned rules (the “Cause”).
The first instance judgment declares the unconstitutionality of both Articles 53 and 54 of Law 26,784, as well as the aforementioned rules and of any other act tending to execute said provision, and consequently, the nullity of said rules (the “sentence”“sentence").
The Judgment was appealed by the National Government on March 29, 2019, and the appeal was granted on April 3, 2019, which has not been resolved as of the closing date of the year.
On October 29, 2019, the intervening judge decided, considering what was decided in the judgment and attending to the reasons invoked by TGS, to extend the validity of the precautionary measure issued for six more months of processing in said ordinary process and / or until the sentence passed is firm.
On December 1, 2020, the court granted a new extension of said injunction for a term of 6 months.
Management believes it has sufficient valid arguments to defend its position, and thus, the Company has not recordedprovided any provision for the debt generated by the increase ofin the charge forto finance the importation of natural gas consumptions fromapplicable to natural gas consumption related to the processing activity at the Cerri Complex for the period between the date of obtaining the injunction untiland April 1, 2016, the effective date of Resolution No. 28.
| c) | Recovery action of VAT and income tax |
On October 9, 2008, TGS signed the 2008 Transitional Agreement with ex UNIREN that contemplated a tariff increase of 20%, applicable as from September 1, 2008. On December 3, 2009, the Executive Branch ratified this transitional agreement through the Presidential Decree No. 1,918/09. By means of this decree, TGS was able to bill the tariff increase to its clients as soon as ENARGAS would have published the new tariffs schedule and set the methodology to bill the retroactive effect. Finally, this administrative act did not become effective and therefore in September 2010 TGS filed an acción de amparo (a summary proceeding to guarantee constitutional rights). Due to the passing of time since the enactment of Decree No. 1918/09, on December 16, 2010, the Board of Directors of the Company resolved to discontinue the recognition of the tariff increase revenue and to reverse the receivable of the tariff increase revenue already accrued. The reversal of the tariff increase did not imply any resignation to the Company´s rights resulting from the Decree No. 1,918/09.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
On May 7, 2019, the National Court of Appeals for Federal Administrative Disputes made the appeal filed by TGS and revoked the judgment of first instance, with costs to the defeated defendant. On May 23, 2019, the Treasury filed an Extraordinary Appeal - which was granted on September 26, 2019 in relation to the interpretation of the federal norms at stake in the case, but was denied as to the arbitrariness of judgment - and then Complaint Appeal. As of the date of issuance of these financial statements, the case is being resolved by the Supreme Court of Justice of the Nation.
At December 31, 20192020 and 20182019 there are no account receivables booked per this recovery action.
| d) | Turnover tax withholding in the Province of Buenos Aires |
The Company was notified by ARBA regarding the initiation of various determinative procedures in which TGS is claimed for a total of Ps. 4.9 million (without fine or interest) for the omission as agent of withholding and collection of the turnover tax corresponding to the period July 2009 - June 2011. Given this determination, the Company presented to ARBA various elements of evidence that allow reducing substantially the amount claimed. As of the date of issuance of these consolidated financial statements, the Tax Court has not resolved the issue.
In March 2017, TGS partially canceled the debt claimed by ARBA, paying Ps. 2.9 million (stated in its original value) through the adhesion to the payment plans offered by the Province of Buenos Aires through Law 14,890. Adherence to these payment plans allowed partial cancellation of compensatory interest and all fines and charges claimed by ARBA.
As of the date of the issuance of these Consolidated Financial Statements, only two files remain in relation to the alleged failure of TGS to act as withholding and collection agent during 2009 and 2010. The Company’sCompany's Management considers that it has sufficient arguments to assert its defense so at December 31, 20192020 and 20182019 it has no recorded any provision for this concept.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
| e) | Environmental matters |
The Company is subject to extensive environmental regulations in Argentina. TGS’ managementManagement believes that its current operations are in material compliance with applicable environmental requirements, as currently interpreted and enforced. The Company has not incurred in any material environmental liabilities as a result of its operations to date. As of December 31, 2020, the total amount of these provisions amounted Ps. 22 million.
| f) | Others |
In addition to the matters discussed above, the Company is a party to certain lawsuits and administrative proceedings which involve taxation, labor claims, social security, administrative and others arising in the ordinary course of business. The Company’s Management and its legal advisors estimate that the outcome of these differences will not have significant adverse effects on the Company’s financial position or results of operations. As of December 31, 20192020 and 2018,2019, the total amount of these provisions amounted Ps. 74.074.4 million and Ps. 91.9100.8 million, respectively.respectively
| 21. | BALANCES AND TRANSACTIONS WITH RELATED COMPANIES |
Technical, Financial and Operational Assistance Agreement
Pampa Energía is TGS’s technical operator, according to the approval of ENARGAS in June 2004, and subject to the terms and conditions of the Technical Assistance Agreement which provides that Pampa Energía is in charge of providing services related to the operation and maintenance of the natural gas transportation system and related facilities and equipment, to ensure that the performance of the system is in conformity with international standards and in compliance with certain environmental standards. For these services, the Company pays a monthly fee based on a percentage of the operating income of the Company.
The Ordinary and Extraordinary General Shareholders´ Meeting held on October 17, 2019 ratified the proposal approved by the Board of Directors at its meeting on September 17, 2019 made to Pampa Energía that implies an extension in the contract and a modification in the determination of the remuneration received by Pampa Energía.
Such modifications, without implying a modification in the scope of the tasks performed, will mean a progressive reduction over the years in the remuneration that Pampa Energía will receive in its role of Technical Operator.
According to the modifications made, TGS will pay Pampa Energía the greater of: (i) an annual fixed sum of US$ 0.5 million or (ii) the variable compensation that arises from applying to comprehensive income before results and income taxes for the year but after deducting also the above fixed amount) the following scheme:
From 12/28/2019 to 12/27/2020: 6.5%
• From 12/28/2020 to 12/27/2021: 6%
• From 12/28/2021 to 12/27/2022: 5.5%
• From 12/28/2022 to 12/27/2023: 5%
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
Commercial transactions
In the normal course of its activity, TGS celebrated with Pampa Energía and other companies related to it, agreements to transfer natural gas and its richness. The price, which is denominated in US dollars, is determined according to common market practices.
In addition, in the normal course of business, TGS carries out liquid sales, natural gas transportation services and other services with its associated companies, Pampa Energía and related companies.
Financial lease agreement with Pampa Energía
As mentioned in Note 13 to these Consolidated Financial Statements, on August 11, 2016, the Company entered into a finance lease agreement with Pampa Energía (formerly Petrobras Argentina).
Key management compensation
The accrued amounts corresponding to the compensation of the members of the Board of Directors, the Statutory Committee and the Executive Committee for the years ended December 31, 2020, 2019 2018 and 20172018 were Ps. 142,116,138,368, Ps. 128,942193,478 and Ps. 79,094,175,542, respectively.
Balances and transactions with related parties
The detail of significant outstanding balances for transactions entered into by TGS and its related parties as of December 31, 2019, 20182020 and 2017December 31, 2019 is as follows:
| 2020 | 2019 | |||||||||||||||
| Company | Accounts receivable | Accounts payable | Accounts receivable | Accounts payable | ||||||||||||
| Controlling shareholder: | ||||||||||||||||
| CIESA | - | - | 50 | - | ||||||||||||
| Associate which exercises joint control on the controlling shareholder: | ||||||||||||||||
Pampa Energía (1) | 402,079 | 2,922,943 | 286,067 | 3,389,229 | ||||||||||||
| Associate which exercises significant influence on the controlling shareholder: | ||||||||||||||||
| Link | 4,121 | - | 909 | - | ||||||||||||
| TGU | - | 13,394 | - | 12,980 | ||||||||||||
| Other related companies: | ||||||||||||||||
SACDE Sociedad Argentina de Construcción (2) | - | - | 31,781 | - | ||||||||||||
| Pampa Comercializadora S.A. | 6,951 | - | 59,688 | - | ||||||||||||
| CT Barragán S.A. | 1,793 | - | 11,070 | - | ||||||||||||
| Oleoductos del Valle S.A. | - | - | 4,558 | - | ||||||||||||
| Central Piedra Buena S.A. | - | - | 18,114 | - | ||||||||||||
| Transener S.A. | 30 | 33 | - | - | ||||||||||||
| Total | 414,974 | 2,936,370 | 412,237 | 3,402,209 | ||||||||||||
(1) Accounts receivables includes Ps. 84,236 recorded as "Other receivables" as of December 31, 2020. Accounts payable includes Ps. 2,892,682 and Ps. 3,236,657 corresponding to the financial leasing recorded as "Loans" as of December 31, 2020 and 2019, respectively.
(2) Corresponds to advance payments delivered to the supplier recorded as "Other credits".
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| 2019 | 2018 | |||||||||||||||
| Company | Accounts receivable | Accounts payable | Accounts receivable | Accounts payable | ||||||||||||
| Controlling shareholder: | ||||||||||||||||
| CIESA | 37 | - | - | - | ||||||||||||
| Associate which exercises joint control on the controlling shareholder: | ||||||||||||||||
Pampa Energía (1) | 210,126 | 2,489,507 | 141,040 | 2,846,676 | ||||||||||||
| Associate which exercises significant influence on the controlling shareholder: | ||||||||||||||||
| Link | 668 | - | 9,971 | - | ||||||||||||
| EGS | - | - | - | - | ||||||||||||
| TGU | - | 9,534 | - | 9,232 | ||||||||||||
| Other related companies: | ||||||||||||||||
SACDE Sociedad Argentina de Construcción (2) | 23,344 | - | 329,429 | - | ||||||||||||
| Pampa Comercializadora S.A. | 43,843 | - | 10,942 | - | ||||||||||||
| CT Barragán S.A. | 8,131 | - | - | - | ||||||||||||
| Oleoductos del Valle S.A. | 3,348 | - | 4,816 | - | ||||||||||||
| Central Piedra Buena S.A. | 13,304 | - | 39,170 | - | ||||||||||||
| Transener S.A. | - | - | 140 | - | ||||||||||||
| Total | 302,801 | 2,499,041 | 535,508 | 2,855,908 | ||||||||||||
The detail of significant transactions with related parties for the years ended December 31, 2020, 2019 2018 and 20172018 is as follows:
Year ended December 31, 2020:
| Revenues | Costs | Financial results | ||||||||||||||||||||||||||
| Company | Natural Gas Transportation | Production and commercialization of liquids | Other services | Gas purchase and others | Compensation for technical assistance | Revenues for administrative services | Interest expense | |||||||||||||||||||||
| Controlling shareholder: | ||||||||||||||||||||||||||||
| CIESA | - | - | - | - | - | 140 | - | |||||||||||||||||||||
| Associate which exercises joint control on the controlling shareholder: | ||||||||||||||||||||||||||||
| Pampa Energía | 841,274 | 1,049,966 | 614,644 | 160,067 | 1,430,462 | - | 242,337 | |||||||||||||||||||||
| Associates with significant influence: | ||||||||||||||||||||||||||||
| Link | - | - | 19,562 | - | - | - | - | |||||||||||||||||||||
| Other related companies: | ||||||||||||||||||||||||||||
| Oleoductos del Valle S.A. | 25,768 | - | - | - | - | - | - | |||||||||||||||||||||
| Transener S.A. | - | - | 352 | - | - | - | - | |||||||||||||||||||||
| Petrolera Entre Lomas S.A. | 2,475 | - | 8,934 | - | - | - | - | |||||||||||||||||||||
| Pampa Comercializadora S.A. | 112,774 | - | - | - | - | - | - | |||||||||||||||||||||
| Central Piedra Buena S.A. | 1,745 | - | - | - | - | - | - | |||||||||||||||||||||
| Experta ART | - | - | - | 25,429 | - | - | - | |||||||||||||||||||||
| Total | 984,036 | 1,049,966 | 643,492 | 185,496 | 1,430,462 | 140 | 242,337 | |||||||||||||||||||||
Additionally, during the year ended December 31, 2020, the Company received from SACDE Sociedad Argentina de Construcción, construction engineering services for Ps. 481,065, which are activated within the balance of PPE.
Year ended December 31, 2019:
| Revenues | Costs | Financial results | Revenues | Costs | Financial results | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Company | Natural Gas Transportation | Production and commercialization of liquids | Other services | Gas purchase and others | Compensation for technical assistance | Revenues for administrative services | Interest expense | Natural Gas Transportation | Production and commercialization of liquids | Other services | Gas purchase and others | Compensation for technical assistance | Revenues for administrative services | Interest expense | ||||||||||||||||||||||||||||||||||||||||||
| Controlling shareholder: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CIESA | - | - | - | - | - | 146 | - | - | - | - | - | - | 199 | - | ||||||||||||||||||||||||||||||||||||||||||
| Associate which exercises joint control on the controlling shareholder: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pampa Energía | 803,610 | 269,511 | 268,991 | 575,857 | 1,144,777 | - | 194,944 | 1,094,039 | 366,914 | 366,206 | 783,975 | 1,558,506 | - | 265,398 | ||||||||||||||||||||||||||||||||||||||||||
| Associates with significant influence: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Link | - | - | 14,073 | - | - | - | - | - | - | 19,159 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Other related companies: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oleoductos del Valle S.A. | 5,469 | - | - | - | - | - | - | 7,446 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Pampa Comercializadora S.A. | 52,051 | - | - | - | - | - | - | 70,863 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Central Piedra Buena S.A. | 121,367 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Central Térmica Piedrabuena S.A. | 165,230 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Experta ART | - | - | - | 20,080 | - | - | - | - | - | - | 27,337 | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Total | 982,497 | 269,511 | 283,064 | 595,937 | 1,144,777 | 146 | 194,944 | 1,337,578 | 366,914 | 385,365 | 811,312 | 1,558,506 | 199 | 265,398 | ||||||||||||||||||||||||||||||||||||||||||
Additionally, during the year ended December 31, 2019, the Company received from SACDE Sociedad Argentina de Construcción, construction engineering services for Ps. 1,726,356,2,350,271, which are capitalisedcapitalized within the facilities related to the Vaca Muerta Projects.balance of PPE.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
Year ended December 31, 2018:
| Revenues | Costs | Financial results | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | Revenues | Costs | Financial results | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Company | Natural Gas Transportation | Production and commercialization of liquids | Other services | Gas purchase and others | Compensation for technical assistance | Revenues for administrative services | Interest expense | Natural Gas Transportation | Production and commercialization of liquids | Other services | Gas purchase and others | Compensation for technical assistance | Revenues for administrative services | Interest expense | ||||||||||||||||||||||||||||||||||||||||||
| Controlling shareholder: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CIESA | - | - | - | - | - | 225 | - | - | - | - | - | - | 306 | - | ||||||||||||||||||||||||||||||||||||||||||
| Associate which exercises joint control on the controlling shareholder: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pampa Energía | 676,180 | 2,035 | 355,245 | 949,283 | 2,026,244 | - | 193,009 | 920,555 | 2,770 | 483,633 | 1,292,359 | 2,758,540 | - | 262,764 | ||||||||||||||||||||||||||||||||||||||||||
| Associates with significant influence: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Link | - | - | 13,213 | - | - | - | - | - | - | 17,988 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Other related companies: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oleoductos del Valle S.A. | 9,459 | - | 12,733 | - | - | - | - | 12,878 | - | 17,335 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Transener S.A. | - | - | 18,481 | - | - | - | - | - | - | 25,160 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Petrolera Entre Lomas S.A. | - | - | - | 3,103 | - | - | - | - | - | - | 4,224 | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Pampa Comercializadora S.A. | 41,333 | - | - | - | - | - | - | 56,271 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Central Térmica Piedrabuena S.A. | 103,337 | - | - | - | - | - | - | 140,684 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Experta ART | - | - | - | 18,321 | - | - | - | - | - | - | 24,942 | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Total | 830,309 | 2,035 | 399,672 | 970,707 | 2,026,244 | 225 | 193,009 | 1,130,388 | 2,770 | 544,116 | 1,321,525 | 2,758,540 | 306 | 262,764 | ||||||||||||||||||||||||||||||||||||||||||
| Revenues | Costs | Financial results | ||||||||||||||||||||||||||
| Company | Natural Gas Transportation | Production and commercialization of liquids | Other services | Gas purchase and others | Compensation for technical assistance | Revenues for administrative services | Interest expense | |||||||||||||||||||||
| Controlling shareholder: | ||||||||||||||||||||||||||||
| CIESA | - | - | - | - | - | 238 | - | |||||||||||||||||||||
| Associate which exercises joint control on the controlling shareholder: | ||||||||||||||||||||||||||||
| Pampa Energía | 68,736 | 143,945 | 178,731 | 349,268 | 887,901 | - | 165,726 | |||||||||||||||||||||
| Jointly control entity: | ||||||||||||||||||||||||||||
| UT | - | - | - | - | - | 3,253 | - | |||||||||||||||||||||
| Associates with significant influence: | ||||||||||||||||||||||||||||
| Link | - | - | 11,516 | - | - | - | - | |||||||||||||||||||||
| Other related companies: | ||||||||||||||||||||||||||||
| Oleoductos del Valle S.A. | 11,476 | - | 2,616 | - | - | - | - | |||||||||||||||||||||
| Refinor S.A. | - | - | - | 8,230 | - | - | - | |||||||||||||||||||||
| Petrolera Pampa S.A. | - | - | - | 62,062 | - | - | - | |||||||||||||||||||||
| Petrolera Entre Lomas S.A. | - | - | - | 27,384 | - | - | - | |||||||||||||||||||||
| Pampa Comercializadora S.A. | 16,575 | - | - | - | - | - | - | |||||||||||||||||||||
| Central Piedra Buena S.A. | 20,245 | - | - | - | - | - | - | |||||||||||||||||||||
| Central Térmica Loma La Lata S.A. | - | - | 598 | - | - | - | - | |||||||||||||||||||||
| Experta ART | - | - | - | 18,381 | - | - | - | |||||||||||||||||||||
| Total | 117,032 | 143,945 | 193,462 | 465,325 | 887,901 | 3,491 | 165,726 | |||||||||||||||||||||
| 22. | CONTRACTUAL OBLIGATIONS |
| a) | Contractual Commitments |
As of December 31, 2019,2020, the Company had the following contractual commitments:
| Estimated maturity date | Estimated maturity date | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | Due less than one year | Less than one year | 1-2 years | 3-5 years | More than 5 years | Total | Due less than one year | Less than one year | 1-2 years | 3-5 years | More than 5 years | |||||||||||||||||||||||||||||||||||||
Financial indebtedness (1) | 42,089,583 | - | 3,048,790 | 6,063,863 | 32,976,930 | - | 54,855,281 | - | 2,840,063 | 8,520,188 | 43,495,030 | - | ||||||||||||||||||||||||||||||||||||
Purchase obligations (2) | 7,358,968 | - | 842,255 | 6,516,713 | - | - | 6,694,415 | - | 5,646,421 | 1,047,994 | - | - | ||||||||||||||||||||||||||||||||||||
Financial Leases | 3,046,173 | 90,363 | 447,976 | 896,074 | 896,074 | 715,686 | 3,587,140 | 63,526 | 629,444 | 1,259,052 | 1,259,052 | 376,066 | ||||||||||||||||||||||||||||||||||||
| Total | 52,494,724 | 90,363 | 4,339,021 | 13,476,650 | 33,873,004 | 715,686 | 65,136,836 | 63,526 | 9,115,928 | 10,827,234 | 44,754,082 | 376,066 | ||||||||||||||||||||||||||||||||||||
(1) Corresponds to the cancellation of principal and interest of the financial indebtedness. For further information, see Note 13.
(2) Corresponds to purchase of natural gas contracts for the processing of liquids.
The totality of the financial indebtedness of TGS and the obligations corresponding to gas purchases are denominated in U.S. dollars which have been translated into Argentine pesos at the exchange rate as of December 31, 20192020 (US$ 1.00 = Ps. 59.89)84.15). The amounts to be paid in pesos could vary depending on the actual fluctuations in the exchange rate.
For further information, see Note 17.a).
| b) | Guarantees granted and goods for restricted availability |
The Company has not granted any additional guarantees or goods of restricted availability other than those set out in the remaining notes.
| 23. | ASSOCIATES AND JOINT ARRANGEMENTS |
Link:
Link was created in February 2001, with the purpose of the operation of a natural gas transportation system, which links TGS’s natural gas transportation system with the Cruz del Sur S.A. pipeline. The connection pipeline extends from Buchanan, located in the high-pressure ring that surrounds the city of Buenos Aires, which is part of TGS’s pipeline system, to Punta Lara. TGS’s ownership interest in such company is 49% and Dinarel S.A. holds the remaining 51%.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
TGU is a company incorporated in Uruguay. This company rendered operation and maintenance services to Gasoducto Cruz del Sur S.A. and its contract terminated in 2010. TGS holds 49% of its common stock and Pampa Energía holds the remaining 51%.
EGS (in liquidation):
In September 2003, EGS, a company registered in Argentina, was incorporated. The ownership is distributed between TGS (49%) and TGU (51%).
EGS operates its own pipeline, which connects TGS’s main pipeline system in the Province of Santa Cruz with a delivery point on the border with Chile.
In October 2012, ENARGAS issued a resolution which authorizes EGS to transfer the connection pipeline and service offerings in operation to TGS. On November 13, 2013, the sale of all the fixed assets of EGS to TGS for an amount of US$ 350,000 was made, the existing natural gas transportation contracts were transferred and the procedures to dissolve the Company were initiated.
The Board of Directors Meeting held on January 13, 2016, approved to initiate the necessary steps for the dissolution of EGS. The Special Shareholders Meeting held on March 10, 2016 appointed EGS’ liquidator.
UT:
The Board of Directors of TGS approved the agreement to set up the UT together with SACDE. The objective of the UT is the assembly of pipes for the construction of the project of “Expansion"Expansion of the System of Transportation and Distribution of Natural Gas”Gas" in the Province of Santa Fe, called by National Public Bid No. 452-0004-LPU17 by the MINEM (the “Work”"Work").
On October 27, 2017, TGS - SACDE UT signed the corresponding work contract with the MINEM.
The validity of the UT will beremain in force until it has fulfilled its purpose has been fulfilled, i.e., once the Work isworks involved in the Project have been completed and until the end of the guarantee period, set at 18 months from the provisional reception.
As of December 31, 2019, works are in progress.
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 20192020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d.,4.d, unless otherwise stated)
| 24. | SUBSEQUENT EVENTS |
Annual Ordinary Shareholders’ Meeting
On April 21, 2020,20, 2021, the Annual Ordinary Shareholders’ Meeting (the “2020“2021 Shareholders´ Meeting”) approved the increase in the legal reserve of Ps. 690,192186 million and the allocation of Ps. 19,756,71031,709 million to the reserve for capital expenditures, acquisition of treasury shares and/or dividends (the “Reserve”). The Board of Directors can release the Reserve to TGS’ shareholders in the form of dividend payments.for such purposes.
It is noteworthy that the above mentioned decisions made by the 20202021 Shareholders’ Meeting were taken considering current CNV regulations (Resolution No. 777/2018) which states accumulated resultsretained earnings have to be adjusted by inflation using the rates as of the month before the meeting was held. In case of 20202021 Shareholders’ Meeting, TGS used the inflation rate as of March 31, 2020.2021.
Transitional tariff increase
Between March 16 and March 18, 2021, the public hearing mentioned in Note 17.a) was held. Obtaining a fair and reasonable tariff is of vital importance to continue providing our public natural gas transportation service. In this framework, a transitory rate increase of 58.6% was required, effective as from April 1, 2021. It has been calculated based on our financial needs to satisfy operating and financial costs, capital expenditures and taxes, which were calculated considering the evolution of the inflation rate for a 12-month period since its inception. This required tariff adjustment does not contemplate any profitability but only the funds necessary to meet these obligations. As of the date of issuance of these consolidated financial statements, ENARGAS has not issued any new tariffs with respect to the so-called “transitional” rate increase.
Likewise, in said public hearing, the Company denied and rejected the arguments put forward in the hearing by which it is considered that the current natural gas transportation rate is not fair, reasonable or transparent, and even mentioned in Decree 1020/20, related to the alleged existence of serious defects in the administrative acts resulting from the procedure of the last RTI carried out for tgs and, in particular, that these defects are based on (i) the manipulation of the updating factor of the capital rate base used for the approval of the tgs rate review; (ii) the lack of motivation and arbitrariness in the choice of the updating factor of the components of the aforementioned rate base structure; (iii) the application of the same factor for all licensees without technical, economic or legal justification since the cost structure of each is different; (iv) the incorrect use of the update factor in the index and the splice used; (v) impediments of a temporary nature that affected the normal development of the comprehensive rate review; and (vi) the exclusion of issues whose temporal timing resulted in the completion of the comprehensive rate review (reduction of percentages of gas withheld).
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2020 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d, unless otherwise stated)
Recent government measures regarding COVID
On April 8, 2021, Executive Branch issued Decree No. 235/2021, supplemented by Decree No. 241/2021, which reimposes social and certain travel restrictions including an 8pm-6am curfew in Buenos Aires City and surrounding areas marked by high rates of contagion, and limits on residential social gatherings and outdoor events. Company´s workers are among those considered essential and exempt from circulation restrictions. The measures will remain in place until the end of April 2021.