Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New York Stock Exchange.
i
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.
| Title of each class | Outstanding at December 31, | |||
| Common shares, nominal value Ps.1.00 per share | 1,514,022,256 | |||
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405(Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 Exchange Act. ☐
† The term “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 (Sec. 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
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 Other ☐
by the International Accounting Standards Board ☒
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 Exchange Act).
Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
ii
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CERTAIN DEFINITIONS
In this annual report, except where otherwise indicated or where the context otherwise requires:
| ● | “Argentine Corporate Law” refers to Law No. 19,550, as amended; |
| ● | “Authorized Generators” refers to electricity generators that do not have contracts in the term market in any of its methods; |
| ● | “BCRA” refers to the Argentine Central Bank. |
| ● | “BYMA” refers to Bolsas y Mercados Argentinos S.A. |
| ● |
| ● | “CNV” refers to the Comisión Nacional de Valores, the Argentine Securities Commission; |
| ● | “COD” refers to Commercial Operation Date, the day in which a generation unit is authorized by CAMMESA (in Spanish, “Habilitación Comercial”) to sell electric energy through the grid under the applicable commercial conditions; |
| ● | “CTM” refers to Centrales Térmicas Mendoza S.A.; |
| ● | “CVO” refers to the thermal plant Central Vuelta de Obligado; |
| ● | “CVO Agreement” refers to the Agreement for Project Management and Operation, Increase of Thermal Generation Availability and Adaptation of Remuneration for Generation 2008-2011” executed on November 25, 2010 among the Secretariat of Energy and Central Puerto along with other electric power generators; |
| ● | “CVOSA” refers to Central Vuelta de Obligado S.A.; |
| ● | “Ecogas” refers collectively to Distribuidora de Gas Cuyana (“DGCU”) and Distribuidora de Gas del Centro (“DGCE”); |
| ● | “Energía Base” refers to the regulatory framework established under Resolution SE No. 95/13, as amended, and, from February 2017 to February 2019, regulated by Resolution SEE No. 19/17, from March 2019 to January 2020, regulated by Resolution No. 1/19 of the Secretary of Renewable Resources and Electric Market of the National Ministry of Economy and since February 2020 regulated by Resolution No. 31/20 of the Secretary of Energy. See “Item 4.B, Business Overview—The Argentine Electric Power Sector;” |
| ● | “Energía Plus” refers to the regulatory framework established under Resolution SE No. 1281/06, as amended. See “Item 4.B, Business Overview—The Argentine Electric Power Sector—Structure of the Industry—Energía Plus;” |
| ● | “FODER” refers to Fondo para el Desarrollo de Energías Renovables (Fund for the Development of Renewable Energies). See “Item 4.B, Business Overview—The Argentine Electric Power Sector —Structure of the Industry—Renewable Energy Program” |
| ● |
| ● | “FONINVEMEM Plants” refers to the plants José de San Martín, Manuel Belgrano and Vuelta de Obligado; |
| ● | “FX Market” refers to the foreign exchange market; |
| ● | “HPDA” refers Hidroeléctrica Piedra del Águila S.A., the corporation that previously owned the Piedra del Águila plant; |
| ● | “IEASA” refers to Integración Energética Argentina S.A.; |
| ● | “IGCE” refers to Inversora de Gas del Centro S.A.; |
| ● | “IGCU” refers to Inversora de Gas Cuyana S.A.; |
| ● | “La Plata Plant Sale” refers to the sale of the La Plata plant to YPF EE, effective as of January 5, 2018. For further information on the La Plata Plant Sale, see “Item 4.A. History and development of the Company—La Plata Plant Sale;” |
| ● | “La Plata Plant Sale Effective Date” is January 5, 2018. For further information on the La Plata Plant Sale Effective Date, see “Item 4.A. History and development of the Company—La Plata Plant Sale;” |
| ● | “LPC” refers to La Plata Cogeneración S.A., the corporation that owned the La Plata plant prior to us; |
| ● | “LVFVD” refers to liquidaciones de venta con fecha de vencimientos a definir, or receivables from CAMMESA without a fixed due date. See “Item 4.B, Business Overview—FONINVEMEM and Similar Programs;” |
| ● | “MATER” refers to Term Market for Renewable Energy Resolution No. 281-E/17; |
| ● | “PPA” refers to Power Purchase Agreements, power capacity and energy supply agreements for a defined period of time or energy quantity; |
| ● | “Resolution SRRyME No. 1/19” refers to the resolution No. 1/19 issued on March 1, 2019 by the Secretary of Renewable Resources and Electric Markey of the National Ministry of Economy by which the Secretary modified the remuneration scheme (for capacity and energy) applicable to Authorized Generators (electricity generators which do not have contracts in the term market in any of its modalities) acting in the WEM; |
| ● | “Resolution 31/20” or “Res. 31/20” refers to the resolution No. 31/20 issued on February 27, 2020 by the Secretary of Energy of the National Ministry of Production Development by which the Secretary modified the remuneration scheme (for capacity and energy) applicable from February 1, 2020, to Authorized Generators (electricity generators which do not have contracts in the term market in any of its modalities) acting in the WEM; |
| ● | “SADI” refers to the Argentine Interconnection System; |
| ● | “sales under contracts” refers collectively to (i) term market sales of energy under contracts with private and public sector counterparties, (ii) sales of energy sold under the Energía Plus and (iii) sales of energy under the RenovAr Program; |
| ● | the “spot market” refers to energy sold by generators to the WEM and remunerated by CAMMESA pursuant to the framework in place prior to the Energía Base. See “Item 4.B, Business Overview—The Argentine Electric Power Sector—Structure of the Industry—Electricity Dispatch and Spot Market Pricing prior to Resolution SE No. 95/13;” |
| ● | “YPF” refers to YPF S.A., Argentina’s state-owned oil and gas company; |
| ● | “YPF EE” refers to YPF Energía Eléctrica S.A., a subsidiary of YPF; and |
| ● | “WEM” refers to the Argentine Mercado Eléctrico Mayorista, the wholesale electric power market. See “Item 4.B, Business Overview—The Argentine Electric Power Sector—General Overview of Legal Framework—CAMMESA.” |
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
We maintain our financial books and records and publish our consolidated financial statements (as defined below) in Argentine pesos, which is our functional currency. This annual report contains our audited consolidated financial statements as of December 31, 20172020 and 20162019 and for each of the years ended December 31, 2017, 20162020, 2019, and 20152018 (our “audited consolidated financial statements”“Audited Consolidated Financial Statements”), which were approved by our board of directors (our “Board of Directors”) on April 24, 2018.26, 2021.
We prepare our audited consolidated financial statementsAudited Consolidated Financial Statements in Argentine pesos and in conformity with the IFRS as issued by the IASB.
Therefore, our Audited Consolidated Financial Statements included herein, including the figures for the previous periods (this fact not affecting the decisions taken on the financial information for such periods), we have elected to provideand, unless otherwise stated, the financial information included elsewhere in this annual report, more limited disclosures than an issuer that wouldwere restated to consider the changes in the general purchasing power of the functional currency of the Company (Argentine peso) pursuant to IAS 29 and General Resolution no. 777/2018 of the CNV. Consequently, the consolidated financial statements are stated in the current measurement unit as of December 31, 2020. The information included in our Audited Consolidated Financial Statements is not qualify as an EGC would be requiredcomparable to provide. the consolidated financial statements previously published by us. For further information, see “Item 5.A. Operating Results—Factors Affecting our Results of Operations—Inflation” and Note 2.1.2 to our Audited Consolidated Financial Statements.
We remind investors that we are required to file financial statements and other periodic reports with the CNV because we are a public company in Argentina. Investors can access our historical financial statements published in Spanish on the CNV’sCNV’s website at www.cnv.gob.ar. The information found on the CNV’sCNV’s website is not a part of this annual report. Investors are cautioned not to place undue reliance on our financial statements not included in this annual report.
Currency and Rounding
All references herein to “pesos,“pesos,” “Argentine pesos”“Argentine pesos” or “Ps.“Ps.” are to Argentine pesos, the legal currency of Argentina. All references to “U.S.“U.S. dollars,” “dollars”“dollars” or “US$“US$” are to U.S. dollars. All references to “SEK$“SEK$” are to Swedish krona. A “billion”“billion” is a thousand million.
Solely for the convenience of the reader, we have translated certain amounts included in this annual report from pesos into U.S. dollars, unless otherwise indicated, using the seller rate for U.S. dollars quoted by the Banco de la Nación Argentina for wire transfers (divisas) as of December 29, 2017,31, 2020, of Ps.18.649Ps.84.15 per US$1.00. The Federal Reserve Bank of New York does not report a noon buying rate for pesos. The U.S. dollar equivalent information presented in this annual report is provided solely for the convenience of the reader and should not be construed to represent that the peso amounts have been, or could have been or could be, converted into U.S. dollars at such rates or at any other rate. See “Item 3.A. Selected Financial Data—Exchange Rates.”
Certain figures included in this annual report and in the audited consolidated financial statementsAudited Consolidated Financial Statements contained herein have been rounded for ease of presentation. Percentage figures included in this annual report have in some cases been calculated on the basis of such figures prior to rounding. For this reason, certain percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in this annual report and in the consolidated financial statements contained herein. Certain other amounts that appear in this annual report may not sum due to rounding.
Market Share and Other Information
The information set forth in this annual report with respect to the market environment, market developments, growth rates and trends in the markets in which we operate areis based on information published by the Argentine federal and local governments through the Instituto Nacional de Estad’siticasEstadísiticas y Censos (the National Statistics and Census Institute, or “INDEC”“INDEC”), the Ministry of Interior, the Ministry of Energy, the Banco Central Bank,de la República Argentina (the “Argentine Central Bank”, or “Central Bank”) CAMMESA, the Dirección General de Estadística y Censos de la Ciudad de Buenos Aires (General Directorate of Statistics and Census of the City of Buenos Aires) and the Dirección Provincial de Estadística y Censos de la Provincia de San Luis (Provincial Directorate of Statistics and Census of the Province of San Luis), as well as on independent third-party data, statistical information and reports produced by unaffiliated entities, such as well as on our own internal estimates. In addition, this annual report contains information from (i) an industry report commissioned by us and prepared by Daniel G. Gerold of G&G Energy Consultants, an independent research firm, to provide information regarding our industry and the Argentine market and (ii) Vaisala, Inc. (“(“Vaisala - 3 Tier”Tier”), a company that develops, manufactures and markets products and services for environmental and industrial measurement.
This annual report also contains estimates that we have made based on third-party market data. Market studies are frequently based on information and assumptions that may not be exact or appropriate.
Although we have no reason to believe any of this information or these sources are inaccurate in any material respect, we have not verified the figures, market data or other information on which third parties have based their studies, nor have we confirmed that such third parties have verified the external sources on which such estimates are based. Therefore, we do not guarantee, nor do we assume responsibility for, the accuracy of the information from third-party studies presented in this annual report.
This annual report also contains estimates of market data and information derived therefrom which cannot be gathered from publications by market research institutions or any other independent sources. Such information is based on our internal estimates. In many cases there is no publicly available information on such market data, for example from industry associations, public authorities or other organizations and institutions. We believe that these internal estimates of market data and information derived therefrom are helpful in order to give investors a better understanding of the industry in which we operate as well as our position within this industry. Although we believe that our internal market observations are reliable, our estimates are not reviewed or verified by any external sources. These may deviate from estimates made by our competitors or future statistics provided by market research institutes or other independent sources. We cannot assure you that our estimates or the assumptions are accurate or correctly reflect the state and development of, or our position in, the industry.
FORWARD-LOOKING STATEMENTS
This annual report contains estimates and forward-looking statements, principally in “Item“Item 3.D. Risk Factors,” “Item 4.B. Business Overview”Overview” and “Item 5. Operating and Financial Review and Prospects.”
Our estimates and forward-looking statements are mainly based on our current beliefs, expectations and estimates of future courses of action, events and trends that affect or may affect our business 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 made in light of information currently available to us.
Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:
| ● | changes in general economic, financial, business, political, legal, social or other conditions in Argentina; |
| ● | changes in conditions elsewhere in Latin America or in either developed or emerging markets; |
| ● | changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, including volatility in domestic and international financial markets; |
| ● | the impact of political developments and uncertainties relating to political and economic conditions in Argentina, including the policies of the new government in Argentina, on the demand for securities of Argentine companies; |
| ● | increased inflation; |
| ● | fluctuations in exchange rates, including a significant devaluation of the Argentine peso; |
| ● | changes in the law, norms and regulations applicable to the Argentine electric power and energy sector, including changes to the current regulatory frameworks, changes to programs established to incentivize investments in new generation capacity and reductions in government subsidies to consumers; |
| ● | our ability to develop our expansion projects and to win awards for new potential projects; |
| ● | increases in financing costs or the inability to obtain additional debt or equity financing on attractive terms, which may limit our ability to fund new activities; |
| ● | government intervention, including measures that result in changes to the Argentine labor market, exchange market or tax system; |
| ● | adverse legal or regulatory disputes or proceedings; |
| ● | changes in the price of energy, power and other related services; |
| ● | changes in the prices and supply of natural gas or liquid fuels; |
| ● | changes in the amount of rainfall and accumulated water; |
| ● | changes in environmental regulations, including exposure to risks associated with our business activities; |
| ● | risks inherent to the demand for and sale of energy; |
| ● | the operational risks related to the generation, as well as the transmission and distribution, of electric power; |
| ● | ability to implement our business strategy, including the ability to complete our construction and expansion plans in a timely manner and according to our budget; |
| ● | competition in the energy sector, including as a result of the construction of new generation capacity; |
| ● | exposure to credit risk due to credit arrangements with CAMMESA; |
| ● | our ability to retain key members of our senior management and key technical employees; |
| ● | the effects of a pandemic or epidemic, such as COVID-19, and any subsequent mandatory regulatory restrictions or containment measures; |
| ● | our relationship with our employees; and |
| ● | other factors discussed under “Item 3.D.—Risk Factors” in this annual report. |
The words “believe,“believe,” “may,“may,” “will,“will,” “aim,“aim,” “estimate,“estimate,” “continue,“continue,” “anticipate,“anticipate,” “intend,“intend,” “expect,“expect,” “forecast”“forecast” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we do not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this annual report because of new information, future events or other factors, except as required by applicable law. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this annual report might not occur and do not constitute guarantees of future performance. Because of these uncertainties, you should not make any investment decisions based on these estimates and forward-looking statements.
PART I
Item 1. | Identity of Directors, Senior Management and Advisors |
Not applicable.
Not applicable.
| Item 3.A. | Selected Financial Data |
The following tables present selected consolidated financial data for us as of the dates and for the periods indicated. You should read this information in conjunction with our audited consolidated financial statementsAudited Consolidated Financial Statements and related notes beginning on page F-1, and the information under “Item 5.A Operating Results” included elsewhere in this annual report.
The selected consolidated financial data as of December 31, 20172020 and 20162019 and for the years ended December 31, 2017, 20162020, 2019 and 20152018 has been derived from our audited consolidated financial statementsAudited Consolidated Financial Statements included in this annual report. The selected consolidated financial data as of December 31, 2015 has been derived from our audited consolidated financial statements not included in this annual report.report . Prior period amounts have been restated to reflect the La Plata plant operations as discontinued operations in all periods presented. Please see Note 21 to our audited consolidated financial statementsAudited Consolidated Financial Statements for further information on how we have accounted for the La Plata Plant Sale in our audited consolidated financial statements.Audited Consolidated Financial Statements. Our historical results are not necessarily indicative of our future results. Our audited consolidated financial statementsAudited Consolidated Financial Statements have been audited by Pistrelli, Henry Martin y Asociados S.R.L. (a member firm of Ernst & Young Global), an independent registered public accounting firm, whose audit report is included elsewhere in this annual report.
We maintain our financial books and records and publish our audited consolidated financial statementsAudited Consolidated Financial Statements in Argentine pesos, which is our functional currency. We prepare our audited consolidated financial statementsAudited Consolidated Financial Statements in Argentine pesos and in conformity with IFRS as issued by the IASB.
In accordance with IAS 29, the restatement of the financial statements is necessary when the functional currency of an entity is the currency of a hyperinflationary economy. To define a hyperinflationary state, IAS 29 provides a series of non-exclusive guidelines that consist of (i) analyzing the behavior of the population, prices, interest rates and wages before the evolution of price indexes and the loss of the currency’s purchasing power, and (ii) as a quantitative characteristic, verifying if the three-year cumulative inflation rate approaches or exceeds 100%. Due to macroeconomic factors, the triennial inflation was above that figure in 2018 and Argentina has been considered hyperinflationary since July 1, 2018. Such conditions remained during 2019 and 2020. See “Risks Relating to Argentina—As of July 1st, 2018, the Argentine Peso qualifies as a currency of a hyperinflationary economy and we are required to restate our historical financial statements to apply inflationary adjustments, which could adversely affect our results of operations and financial condition and those of our Argentine subsidiaries” and “—If the current levels of inflation do not decrease, the Argentine economy could be adversely affected.”
Therefore, our Audited Consolidated Financial Statements included herein, including the figures for the previous periods (this fact not affecting the decisions taken on the financial information for such periods), and, unless otherwise stated, the financial information included elsewhere in this annual report, were restated to consider the changes in the general purchasing power of the functional currency of the Company (Argentine peso) pursuant to IAS 29 and General Resolution no. 777/2018 of the CNV. Consequently, the financial statements are stated in the current measurement unit as of December 31, 2020. The information included in our Audited Consolidated Financial Statements, is not comparable to the financial statements previously published by us. For further information, see “Item 5.A. Operating Results—Factors Affecting our Results of Operations—Inflation” and Note 2.1.2 to our Audited Consolidated Financial Statements.
The selected consolidated statement of comprehensive income data for the years 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. As a result of such restatement, the selected financial information included in this annual report differ from previously reported financial information.
The selected consolidated statement of financial position as of December 31, 2016 has not been presented as it cannot be provided on a restated basis without unreasonable effort or expense.
Solely for convenience of the reader, Peso amounts as of and for the year ended December 31, 20172020 have been translated into U.S. dollars. The rate used to translate such amounts as of December 31, 20172020 was Ps. 18.64984.15 to US$1.00, which was the reference exchange rate reported by the Banco de la Nación Argentina for wire transfers (divisas) as of December 29, 2017.30, 2020. The U.S. dollar equivalent information presented in this annual report is provided solely for the convenience of the reader and should not be construed to represent that the Peso amounts have been, or could have been or could be, converted into, U.S. dollars at such rates or any other rate. See “Item 3.A. Selected Financial Data—Exchange Rates.”
Selected Consolidated Statement of Comprehensive Income Data
Year Ended December 31, | ||||||
| (in thousands of US$)(1) | (in thousands of Ps.) | |||||
2020 | 2020 | 2019 | 2018 | 2017 | 2016 | |
| Continuing operations | ||||||
| Revenues | 452,860 | 38,108,160 | 48,957,223 | 29,875,727 | 20,185,893 | 14,752,213 |
| Cost of sales | (199,827) | (16,815,404) | (25,807,727) | (13,584,983) | (10,888,492) | (10,430,004) |
| Gross income | 253,033 | 21,292,756 | 23,149,496 | 16,290,744 | 9,297,401 | 4,322,209 |
| Administrative and selling expenses | (35,325) | (2,972,603) | (3,585,133) | (2,909,663) | (2,212,102) | (1,869,412) |
| Other operating income | 167,540 | 14,098,495 | 24,986,160 | 27,692,377 | 1,947,814 | 4,867,624 |
| Other operating expenses | (5,432) | (457,084) | (368,606) | (278,290) | (293,489) | (360,116) |
| Impairment of property, plant and equipment and intangible assets | (47,728) | (4,016,305) | (5,996,233) | - | - | - |
| CVO receivables update | - | - | - | 23,072,749 | - | - |
| Operating income | 332,088 | 27,945,259 | 38,185,684 | 63,867,917 | 8,739,624 | 6,960,305 |
| Loss on net monetary position | 13,776 | 1,159,246 | (3,310,603) | (8,452,938) | (318,131) | (3,846,415) |
| Finance income | 61,317 | 5,159,795 | 4,902,024 | 4,775,371 | 3,264,602 | 1,830,225 |
| Finance expenses | (264,969) | (22,297,137) | (21,680,208) | (13,195,831) | (2,514,510) | (2,538,162) |
| Share of the profit of associates | 1,292 | 108,750 | 1,515,649 | 2,249,648 | 2,456,602 | 885,149 |
| Income before income tax from continuing operations | 143,504 | 12,075,913 | 19,612,546 | 49,244,167 | 11,628,187 | 3,291,102 |
| Income tax for the year | (60,820) | (5,117,975) | (7,821,606) | (13,831,383) | (2,264,292) | (2,107,722) |
| Net income for the year from continuing operations | 82,684 | 6,957,938 | 11,790,940 | 35,412,784 | 9,363,895 | 1,183,380 |
| Discontinued operations | ||||||
| Income after tax for the year from discontinued operations | - | - | - | 578,393 | 1,657,152 | 1,690,064 |
| Net income for the year | 82,684 | 6,957,938 | 11,790,940 | 35,991,177 | 11,021,047 | 2,873,444 |
| Other comprehensive income, net | 65 | 5,504 | (43,661) | (405,481) | (1,090,881) | 749,567 |
| Total comprehensive income for the year | 82,749 | 6,963,442 | 11,747,279 | 35,585,696 | 9,930,166 | 3,623,011 |
| Number of Outstanding Shares (basic and diluted) | 1,505,170,408 | 1,505,170,408 | 1,505,170,408 | 1,505,170,408 | 1,505,170,408 | 1,505,170,408 |
| Net income per share (basic and diluted) | 0.05 | 4.58 | 7.97 | 24.38 | 7.37 | 1.93 |
| Net income per share from continuing operations (Ps.) | 0.05 | 4.58 | 7.97 | 23.99 | 6.26 | 0.79 |
| Cash dividend per share (Ps.) in nominal terms | - | - | 0.71 | 0.70 | 0.79 | 0.24 |
| Dividend declaration date | - | - | November 22, 2019 | April 27, 2018 | August 15, 2017 | October 26, 2016 |
Foreign exchange rate as of the dividend declaration date (2) Ps. per US$) | - | - | 59.77 | 20.54 | 17.07 | 15.21 |
Convenience translation of cash dividend per share (US$) in nominal terms (2) | - | - | 0.011879 | 0.034080 | 0.046280 | 0.015784 |
Year Ended December 31, | ||||
(in thousands of US$)(1) | (in thousands of Ps.) | |||
2017 | 2017 | 2016 | 2015 | |
Continuing operations Revenues | 319,406 | 5,956,596 | 3,562,721 | 2,654,180 |
| Cost of sales | (147,040) | (2,742,147) | (2,069,752) | (1,397,365) |
| Gross income | 172,366 | 3,214,449 | 1,492,969 | 1,256,815 |
| Administrative and selling expenses | (34,917) | (651,168) | (445,412) | (371,485) |
| Other operating income | 34,344 | 640,480 | 1,137,736 | 735,517 |
| Other operating expenses | (4,960) | (92,497) | (84,845) | (52,702) |
| Operating income | 166,833 | 3,111,264 | 2,100,448 | 1,568,145 |
| Finance income | 49,988 | 932,227 | 420,988 | 362,363 |
| Finance expenses | (37,409) | (697,638) | (620,448) | (138,308) |
Share of the profit of associates | 38,340 | 715,001 | 147,513 | 43,390 |
| Income before income tax from continuing operations | 217,752 | 4,060,854 | 2,048,501 | 1,835,590 |
Income tax for the year | (56,405) | (1,051,896) | (717,639) | (625,451) |
| Net income for the year from continuing operations | 161,347 | 3,008,958 | 1,330,862 | 1,210,139 |
| Discontinued operations | ||||
| Income after tax for the year from discontinued operations | 26,009 | 485,041 | 437,974 | 131,859 |
| Net income for the year | 187,356 | 3,493,999 | 1,768,836 | 1,341,998 |
| Other comprehensive income, net | (16,407) | (305,976) | 199,075 | 132,953 |
| Total comprehensive income for the year | 170,949 | 3,188,023 | 1,967,911 | 1,474,951 |
| Number of Outstanding Shares (basic and diluted) | 1,505,695,134 | 1,505,695,134 | 1,505,695,134 | 1,505,695,134 |
| Net income per share (basic and diluted) (Ps.) | 0.12 | 2.33 | 1.17 | 0.89 |
| Net income per share from continuing operations (Ps.) | 0.11 | 2.01 | 0.88 | 0.80 |
| Cash dividend per share (Ps.) | 0.05 | 0.85 | 0.925 | 0.226 |
| (1) | Solely for the convenience of the reader, peso amounts as of December 31, |
| (2) | Peso amounts have been translated into U.S. dollars at the exchange rate quoted by Banco de la Nación Argentina for wire transfers as of the date of each dividend declaration date. |
Selected Consolidated Statement of Financial Position
As of December 31, | ||||
(in thousands of US$)(1) | (in thousands of Ps.) | |||
2017 | 2017 | 2016 | 2015 | |
| Non-current assets | ||||
| Property, plant and equipment | US$ 398,505 | Ps. 7,431,728 | Ps. 2,811,539 | Ps. 1,968,148 |
| Intangible assets | 10,072 | 187,833 | 236,530 | 276,691 |
| Investment in associates | 52,852 | 985,646 | 307,012 | 210,529 |
Trade and other receivables(2) | 139,536 | 2,602,213 | 3,553,129 | 2,780,635 |
| Other non-financial assets | 682 | 12,721 | 1,466,547 | 487,429 |
| Inventories | 2,585 | 48,203 | 30,830 | 29,619 |
| Total non-current assets | 604,233 | 11,268,344 | 8,405,587 | 5,753,051 |
| Current assets | ||||
| Inventories | 5,914 | 110,290 | 137,965 | 82,672 |
| Other non-financial assets | 25,250 | 470,895 | 137,110 | 135,012 |
Trade and other receivables(2) | 208,433 | 3,887,065 | 2,215,535 | 1,267,032 |
| Other financial assets | 59,560 | 1,110,728 | 1,796,756 | 1,912,016 |
| Cash and cash equivalents | 4,753 | 88,633 | 30,008 | 292,489 |
| Total current assets | 303,910 | 5,667,611 | 4,317,374 | 3,689,221 |
| Assets held for sale | 7,669 | 143,014 | - | - |
| Total assets | 915,812 | 17,078,969 | 12,722,961 | 9,442,272 |
| Equity and liabilities | ||||
| Equity | ||||
| Capital stock | 81,185 | 1,514,022 | 1,514,022 | 199,742 |
| Adjustment to capital stock | 35,658 | 664,988 | 664,988 | 664,988 |
| Merger premium | 20,193 | 376,571 | 376,571 | 366,082 |
| Legal and other reserves | 27,840 | 519,189 | 431,007 | 363,289 |
| Voluntary reserve | 24,176 | 450,865 | 68,913 | 1,507,513 |
| Retained earnings | 187,841 | 3,503,046 | 1,757,051 | 1,347,763 |
| Accumulated other comprehensive income | 2,321 | 43,284 | 334,747 | 122,286 |
| Non-controlling interests | 15,499 | 289,035 | 6,717 | - |
| Total equity | 394,713 | 7,361,000 | 5,154,016 | 4,571,663 |
| Non-current liabilities | ||||
| Other non-financial liabilities | 25,132 | 468,695 | 635,162 | 596,632 |
| Other loans and borrowings | 79,293 | 1,478,729 | - | 318,410 |
| Borrowings from CAMMESA | 56,601 | 1,055,558 | 1,284,783 | 542,858 |
| Compensation and employee benefits liabilities | 6,065 | 113,097 | 87,705 | 56,112 |
| Deferred income tax liabilities | 37,736 | 703,744 | 1,136,481 | 770,737 |
| Provisions | - | - | 125,201 | 133,284 |
| Total non-current liabilities | 204,827 | 3,819,823 | 3,269,332 | 2,418,033 |
| Current liabilities | ||||
| Trade and other payables | 54,550 | 1,017,306 | 655,598 | 381,128 |
| Other non-financial liabilities | 35,373 | 659,668 | 476,785 | 177,664 |
| Other loans and borrowings | 27,112 | 505,604 | 1,293,178 | 511,555 |
| Borrowings from CAMMESA | 94,002 | 1,753,038 | 1,047,722 | 661,086 |
| Compensation and employee benefits liabilities | 17,324 | 323,078 | 205,923 | 147,770 |
| Income tax payable | 58,814 | 1,096,817 | 278,922 | 330,496 |
| Provisions | 22,171 | 413,474 | 341,485 | 242,877 |
| Total current liabilities | 309,346 | 5,768,985 | 4,299,613 | 2,452,576 |
| Liabilities directly associated with the assets held for sale | 6,926 | 129,161 | - | - |
| Total liabilities | 521,099 | 9,717,969 | 7,568,945 | 4,870,609 |
| Total equity and liabilities | 915,812 | 17,078,969 | 12,722,961 | 9,442,272 |
As of December 31, | |||||
(in thousands of US$)(1) | (in thousands of Ps.) | ||||
2020 | 2020 | 2019 | 2018 | 2017 | |
| Capital stock | 17,992 | 1,514,022 | 1,514,022 | 1,514,022 | 1,514,022 |
| Equity | 1,004,294 | 84,511,349 | 80,528,240 | 68,962,230 | 35,668,859 |
| Total Assets | 1,882,229 | 158,389,608 | 161,729,542 | 119,918,386 | 71,936,527 |
| (1) | Solely for the convenience of the reader, peso amounts as of December 31, |
As of December 31, | |||||
(in thousands of US$)(1) | (in thousands of Ps.) | ||||
2020 | 2020 | 2019 | 2018 | 2017 | |
| Non-current assets | |||||
| Property, plant and equipment | 941,018 | 79,186,695 | 77,187,266 | 47,262,315 | 36,548,741 |
| Intangible assets | 80,144 | 6,744,106 | 9,623,488 | 4,681,205 | 4,164,699 |
| Investment in associates | 55,425 | 4,664,005 | 4,697,625 | 4,185,081 | 3,832,827 |
Trade and other receivables (2) | 349,377 | 29,400,051 | 33,012,927 | 34,915,071 | 8,046,350 |
| Other non-financial assets | 5,753 | 484,116 | 938,261 | 467,184 | 39,335 |
| Deferred tax asset | 7,821 | 658,121 | 196,275 | - | 6,275 |
| Inventories | 1,169 | 98,380 | - | 156,416 | 149,083 |
| Total non-current assets | 1,440,707 | 121,235,474 | 125,655,842 | 91,667,272 | 52,787,310 |
| Current assets | |||||
| Inventories | 9,557 | 804,226 | 895,252 | 462,619 | 407,629 |
| Other non-financial assets | 10,699 | 900,361 | 1,369,911 | 1,036,942 | 1,456,183 |
Trade and other receivables(2) | 222,639 | 18,735,089 | 21,293,677 | 22,155,483 | 12,008,500 |
| Other financial assets | 167,276 | 14,076,309 | 10,481,099 | 4,114,493 | 3,434,502 |
| Cash and cash equivalents | 3,312 | 278,698 | 2,033,761 | 481,577 | 274,065 |
| Total current assets | 413,483 | 34,794,683 | 36,073,700 | 28,251,114 | 17,580,879 |
| Assets held for sale | 28,039 | 2,359,451 | - | - | 1,568,338 |
| Total assets | 1,882,229 | 158,389,608 | 161,729,542 | 119,918,386 | 71,936,527 |
| Equity and liabilities | |||||
| Equity | |||||
| Capital stock | 17,992 | 1,514,022 | 1,514,022 | 1,514,022 | 1,514,022 |
| Adjustment to capital stock | 304,455 | 25,619,864 | 25,619,864 | 25,619,864 | 25,619,860 |
| Legal reserve | 45,610 | 3,838,044 | 3,238,426 | 802,934 | 340,279 |
| Voluntary reserve | 576,112 | 48,479,823 | 36,092,233 | 9,228,001 | 2,135,903 |
| Retained earnings | (23,365) | (1,966,148) | - | 30,817,962 | 4,620,644 |
| Accumulated other comprehensive income | 81,966 | 6,897,425 | 12,987,208 | - | 435,609 |
| Non-controlling interests | 1,525 | 128,319 | 1,076,487 | 979,447 | 1,002,542 |
| Total equity | 1,004,295 | 84,511,349 | 80,528,240 | 68,962,230 | 35,668,859 |
| Non-current liabilities | |||||
| Other non-financial liabilities | 62,440 | 5,254,302 | 5,928,471 | 4,102,456 | 1,449,263 |
| Other loans and borrowings | 366,546 | 30,844,867 | 41,777,839 | 10,898,713 | 4,572,403 |
| Borrowings from CAMMESA | - | - | - | 2,103,297 | 3,263,909 |
| Compensation and employee benefits liabilities | 3,739 | 314,612 | 312,142 | 310,938 | 349,710 |
| Previsions | 540 | 45,403 | 12,512 | - | - |
| Deferred income tax liabilities | 106,951 | 8,999,900 | 8,590,917 | 10,038,705 | 8.056,777 |
| Total non-current liabilities | 540,216 | 45,459,084 | 56,621,881 | 27,454,109 | 17,692,062 |
| Current liabilities | |||||
| Trade and other payables | 30,248 | 2,545,492 | 8,031,529 | 3,623,043 | 3,145,375 |
| Other non-financial liabilities | 26,752 | 2,251,198 | 2,361,153 | 3,478,487 | 2,039,771 |
| Other loans and borrowings | 239,150 | 20,124,461 | 10,926,497 | 1,408,757 | 5,420,598 |
| Borrowings from CAMMESA | - | - | - | 3,796,747 | 1,563,388 |
| Compensation and employee benefits liabilities | 12,108 | 1,018,919 | 951,227 | 819,216 | 999,258 |
| Income tax payable | 29,046 | 2,444,250 | 2,271,636 | 9,250,121 | 3,391,487 |
| Provisions | 414 | 34,855 | 37,379 | 1,125,676 | 1,278,510 |
| Total current liabilities | 337,718 | 28,419,175 | 24,579,421 | 23,502,047 | 17,838,387 |
| Liabilities directly associated to the assets held for sale | - | - | - | - | 737,219 |
| Total liabilities | 877,934 | 73,878,259 | 81,201,302 | 50,956,156 | 36,267,668 |
| Total equity and liabilities | 1,882,229 | 158,389,608 | 161,729,542 | 119,918,386 | 71,936,527 |
| (1) | Solely for the convenience of the reader, peso amounts as of December 31, 2020 have been translated into U.S. dollars at the exchange rate as of December 30, 2020 of Ps.84.15 to US$1.00. See “—Exchange Rates” and “Presentation of Financial and Other Information” for further information on recent fluctuations in exchange rates. |
| (2) | Trade and other receivables include receivables from CAMMESA. See “Item 5. Operating and Financial Review and Prospects— |
Exchange Rates
From April 1, 1991 until the end of 2001, Law No. 23,928 (the “Convertibility Law”“Convertibility Law”) established a regime under which the Central Bank was obliged to sell U.S. dollars at a fixed rate of one peso per U.S. dollar. On January 6, 2002, the Argentine Congress enacted the Public Emergency Law, formally ending the regime of the Convertibility Law, abandoning over ten years of U.S. dollar-peso parity and eliminating the requirement that the Central Bank’sBank’s reserves in gold, foreign currency and foreign currency denominated debt be at all times equivalent to 100% of the monetary base.
The Public Emergency Law, which was in effect until December 31, 2017, granted the Argentine governmentGovernment the power to set the exchange rate between the peso and foreign currencies and to issue regulations related to the MULC.FX Market. Following a brief period during which the Argentine governmentGovernment established a temporary dual exchange rate system, pursuant to the Public Emergency Law, the peso has been allowed to float freely against other currencies since February 2002. However, the Argentine Central Bank has had the power to intervene in the exchange rate market by buying and selling foreign currency for its own account, a practice in which it engaged on a regular basis. In recent years and particularlyParticularly since 2011, the Argentine governmentGovernment has increased controls on exchange rates and the transfer of funds into and out of Argentina.
With the tightening of exchange controls beginning in late 2011, in particular with the introduction of measures that allowed limited access to foreign currency by private sector companies and individuals (such as requiring an authorization of tax authorities to access the foreign currency exchange market), the implied exchange rate, as reflected in the quotations for Argentine securities that trade in foreign markets, compared to the corresponding quotations in the local market, increased significantly over the official exchange rate. Most of the foreign exchange restrictions were gradually lifted in since December 2015, and finally on May 19, 2017, the Central Bank issued Communication “A”“A” 6244, which substantially modified the applicable foreign exchange regulations and eliminated the set of restrictions for accessing the MULC.FX Market. As a result of the elimination of the limit amount for the purchase of foreign currency without specific allocation or need of prior approval the substantial spread between the official exchange rate and the implicit exchange rate derived from securities transactions has substantially decreased. In addition, by virtue of the 2018 IMF Agreement, from October 1, 2018, the Central Bank introduced an exchange rate band. The peso’s exchange rate with respect to the U.S. Dollar was allowed to fluctuate between Ps.34.00 and Ps.44.00 per US$1.00 (range that was adjusted daily at an annual rate of 3% until December 2018, and for the first quarter of 2019, was adjusted daily at an annual rate of 2%) without the Central Bank’s intervention. On April 29, 2019, the Monetary Policy Counsel (Comité de Política Monetaria) of the Central Bank (the “COPOM”) decided to introduce changes to the monetary policy, with an aim to reducing volatility in the FX Market. After the results in the primary elections in August 2019, the peso devalued almost 30% and the share price of listed companies collapsed approximately 38%. The ‘Country Risks’ peaked to one of the highest levels in Argentine history, placing itself above 2000 points on August 28, 2019. As a consequence of the aforementioned effects, in order to control the currency outflow and restrict exchange rate fluctuations, the Central Bank re-implemented exchange controls, in hopes of strengthening the normal functioning of the economy, fostering a prudent administration of the exchange market, reducing the volatility of financial variables and containing the impact of the variations of financial flows on the real economy. For a description of the measures adopted by the Argentine Government and the Central Bank beginning September 1, 2019, see “Item 10.D.—Exchange Controls.”
After several years of moderate variations in the nominal exchange rate, insince 2012, the peso lost approximately 14% of its valuehas depreciated significantly with respect to the U.S. dollar. This was followedIn 2017, 2018, 2019 and 2020, the peso depreciated approximately 17.36%, 102.16% and 58.86% and 40.59%, respectively, in 2013 and 2014 by a devaluation of the pesoeach case, with respect to the U.S. dollar that exceeded 30%, including a lossdollar. The peso depreciated approximately 10.48% from December 31, 2020 through April 21, 2021 ( see “Item 3.D. Risk Factors—Risk Relating to Argentina—Significant fluctuations in the value of approximately 23% in January 2014. In 2015, the peso lost approximately 52%could adversely affect the Argentine economy and, in turn, adversely affect our results of its value with respect to the U.S. dollar, including, approximately,operations”). For a 10% devaluation from January 1, 2015 to September 30, 2015 and a 38% devaluation during the last quarterdescription of the year, mainly concentrated after December 16, 2015 when certain exchange controls were lifted. From Januarymeasures adopted by the Argentine Government and the Central Bank beginning September 1, 2017 to December 31, 2017, the peso lost approximately 17% of its value and from January 1, 2016 to December 31, 2016, the peso lost approximately 22% of its value with respect to the U.S. dollar2019, see “Item 10.D.—Exchange Controls.”
The following table sets forth the annual high, low, average and period-end exchange rates for the periods indicated, expressed in pesos per U.S. dollar and not adjusted for inflation. There can be no assurance that the peso will not depreciate or appreciate again in the future. The Federal Reserve Bank of New York does not report a buying rate for pesos.
Exchange Rates | Exchange Rates | |||||||
High(1) | Low(1) | Average(1)(2) | Period-end(1) | High(1) | Low(1) | Average(1)(2) | Period-end(1) | |
| 2013 | 6.5210 | 4.9250 | 5.5458 | 6.5210 | ||||
| 2014 | 8.5570 | 6.5210 | 8.2267 | 8.5510 | ||||
| 2015 | 13.4000 | 8.5550 | 9.4468 | 13.0400 | ||||
| 2016 | 16.0300 | 13.2000 | 14.9916 | 15.8900 | 16.0300 | 13.2000 | 14.8403 | 15.8900 |
| 2017 | 19.2000 | 15.1900 | 16.4473 | 18.6490 | 19.2000 | 15.1900 | 16.5704 | 18.6490 |
| 2018 | 41.2500 | 18.4100 | 28.1762 | 37.7000 | ||||
| 2019 | 60.4000 | 36.9000 | 48.2802 | 59.8900 | ||||
| 2020 | ||||||||
| October | 17.7000 | 17.3350 | 17.4619 | 17.6550 | 78.3200 | 76.2500 | 77.5800 | 78.3200 |
| November | 17.6500 | 17.3050 | 17.4762 | 17.3050 | 81.3100 | 78.6900 | 79.9400 | 81.3100 |
| December | 19.2000 | 17.2300 | 17.7342 | 18.6490 | 84.1500 | 81.4300 | 82.6400 | 84.1500 |
| 2018 | ||||||||
| 2021 | ||||||||
| January | 19.6500 | 18.4100 | 19.0380 | 19.6500 | 87.3300 | 84.7000 | 85.9800 | 87.3300 |
| February | 20.2000 | 19.3800 | 19.8331 | 20.1100 | 89.8200 | 87.6000 | 88.7014 | 89.8200 |
| March | 20.4100 | 20.1490 | 20.2422 | 20.1490 | 92.0000 | 90.0900 | 91.0943 | 92.0000 |
April (3) | 20.2600 | 20.135 | 20.1933 | 20.2600 | 92.9700 | 92.0000 | 92.5160 | 92.9700 |
| (1) | Pesos to U.S. dollars exchange rate as quoted by the Banco de la |
| (2) |
| (3) | Through April |
Not applicable.
Not applicable.
You should carefully consider the risks described below, as well as the other information in this annual report. Our business, results of operations, financial condition or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common shares and ADSs could decline. The risks described below are those known to us and that we currently believe may materially affect us.
Risks Relating to Argentina
Substantially all of our revenues are generated in Argentina and thus are highly dependent on economic and political conditions in Argentina
Central Puerto is an Argentine corporation (sociedad anónima). All of our assets and operations are located in Argentina. Accordingly, our financial condition and results of operations depend to a significant extent on macroeconomic, regulatory, social and political conditions prevailing in Argentina, including the level of growth, inflation rates, foreign exchange rates, interest rates and international developments and conditions that may affect Argentina. Between 2007 and 2015,In the Fernández de Kirchner administrationspast, some governments increased direct intervention in the Argentine economy, including the implementation of expropriation measures, price controls, exchange controls and changes in laws and regulations affecting foreign trade and investment. These measures had a material adverse effect on private sector entities, including us. It is possible that similar measures could be adopted by the current or future Argentine governmentGovernment or that economic, social and political developments in Argentina, over which we have no control, could have a material adverse effect on the Argentine economy and, in turn, adversely affect our financial condition and results of operations. See “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations—Factors Affecting our Results of Operations—Operations—Argentine Economic Conditions.Conditions and the impact of COVID-19.”
The Argentine economy remains vulnerable and any significant decline could adversely affect our results of operations
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. Sustainable economic growth in Argentina is dependent on a variety of factors, including the international demand for Argentine exports, the stability and competitiveness of the peso against foreign currencies, confidence among consumers and foreign and domestic investors, a stable rate of inflation, national employment levels and the circumstances of Argentina’sArgentina’s regional trade partners.
| ● | inflation remains high and may continue at similar levels in the future; according to a report published by INDEC, cumulative consumer price inflation from December 2019 to December, 2020 was 36.1%, and inflation during January 2021, February and March 2021, was 4.0%, 3.6% and 4.8%, respectively; |
| ● | according to the revised calculation of the 2004 Gross Domestic Product (“GDP”) published by the INDEC in March 2017, which forms the basis for the real GDP calculation for every year after 2004, GDP decreased by 2.3% in 2016 (as compared to 2015). According to the INDEC, GDP for 2017 increased by 2.9% while it decreased by 2.5% in 2018 and by 2.2% in 2019. According to the revised calculation published by the INDEC on March 23, 2020, GDP decreased by 9% in 2020 compared to 2019. Argentina’ s GDP performance has depended to a significant extent on high commodity prices which |
| ● | Argentina’s public debt as a percentage of GDP remains high; |
| ● | the discretionary increase in public expenditures has resulted, and could continue to result, in a fiscal deficit; |
| ● | investment as a percentage of GDP remains low; |
| ● | a significant number of protests or strikes could take place, as has occurred in the past, which could adversely affect various sectors of the Argentine economy; |
| ● | energy or natural gas supply may not be sufficient to supply industrial activity (thereby limiting industrial development) and consumption; |
| ● | unemployment and informal employment remain high, according to INDEC, unemployment rate during the fourth quarter of 2020 was 11%; and |
| ● | in the climate created by the above mentioned conditions, demand for foreign currency could grow, generating a capital flight effect as in recent years. |
Argentina’s fiscal imbalances, its dependence on foreign revenues to cover its fiscal deficit, and material rigidities that have historically limited the ability of the economy to absorb and adapt to external factors, have added to the severity of the current crisis.
Furthermore, during the opening session of the National Congress, on March 1, 2021, President Alberto Fernández stated that he intends to convert all public utility tariffs to Argentine pesos. However, to this date, no regulation has been enacted nor is clear the scope of such regulations regarding PPA with CAMMESA which are priced in U.S. dollars. We cannot assure that our subsidiaries’ PPAs will not be affected by any potential regulation issued in line with the abovementioned statement, which in turn could have a material adverse effect on our financial condition and results of operations.
In addition, in September 2019, in light of the economic instability and the significant devaluation that followed the primary elections as described below, the Argentine government and private sector;
recently enacted Solidarity Law (as defined below), including a significant numbernew tax on certain transactions involving the purchase of protests or strikes could take place, as has occurredforeign currency by both Argentine individuals and entities. We cannot assure you that the official exchange rate will not fluctuate significantly in the past, whichfuture. There can be no assurances regarding future modifications to exchange controls. Exchange controls could adversely affect various sectorsour financial condition or results of operations and our ability to meet our foreign currency obligations and execute our financing plans. Furthermore, the Argentine economy;
As in the recent past, Argentina’sArgentina’s economy may be adversely affected if political and social pressures inhibit the implementation by the Argentine governmentGovernment of policies designed to control inflation, generate growth and enhance consumer and investor confidence, or if policies implemented by the Argentine governmentGovernment that are designed to achieve these goals are not successful. These events could materially adversely affect our financial condition and results of operations.
Any further decline in economic growth, increased economic instability or expansion of economic policies and measures taken by the Argentine governmentGovernment to control inflation or address other macroeconomic developments that affect private sector entities such as us, all developments over which we have no control, could have an adverse effect on our financial condition or results of operations.
| ● | high interest rates; |
| ● | abrupt changes in currency values; |
| ● | high levels of inflation; |
| ● | exchange controls; |
| ● | wage and price controls; |
| ● | changes in performing contracts; |
| ● | regulations to import equipment and other necessities relevant for operations; |
| ● | changes in governmental economic, administrative or tax policies; and |
| ● | political and social tensions. |
Any of Buenos Aires,these factors, as well as volatility in the provincescapital markets, may adversely affect our business, results of Buenos Aires, Chaco, Córdoba, Corrientes, Entre Ríos, Jujuy, La Rioja, Mendoza, Neuquén, Salta, Santa Cruzoperations, financial condition, the value of our ADSs, and Santa Fe. As a result, asour ability to meet our financial obligations.
Economic and political developments in Argentina and future policies of December 10, 2017, Cambiemos increased its representation in the Argentine Congress by nine senators (holding inGovernment, may affect the aggregate 24 of a total of 72 seats ineconomy, as well as the Senate) and by 21 membersoperations of the Chamberenergy industry, including the operations of Deputies (holding in the aggregate 107 of a total of 257 seats in such Chamber).Central Puerto
Since assuming office on December 10, 2019, the MacriFernandez administration has announced and implemented several significant economic and policy reforms including:
particular remains uncertain.
As of the date of this annual report, the impact that these measures and any future measures taken by the current administration will have on the Argentine economy as a whole and the electric power industry in particular cannot be fully assessed or predicted. The proposed economic liberalization could be disruptive to the economy and fail to benefit, or harm, our business. There remains uncertainty as to which additional measures announced during the presidential campaign will be taken by the Macri administration and when these will be implemented, if ever. In particular, weWe have no control over the implementation and cannot predict the outcome of the reforms to the regulatory framework that governs our operations and cannotneither guarantee that these reforms will be implemented or implemented in a manner that will benefit our business. The failure of these measures to achieve their intended goals could adversely affect the Argentine economy, which, in turn may have an adverse effect on our financial condition and results of operations.
In addition, we cannot assure you that future economic, regulatory, social and political developments in Argentina will not impair our business, financial condition or results of operations, or cause the market value of our shares to decline.
In the event of any economic, social or political crisis, companies operating in Argentina may face the risk of strikes, expropriation, nationalization, mandatory amendment of existing contracts, and changes in taxation policies including tax increases and retroactive tax claims. In addition, Argentine courts have sanctioned modifications on rules related to labor matters, requiring companies to assume greater responsibility for the assumption of costs and risks associated with sub-contracted labor and the calculation of salaries, severance payments and social security contributions. Since we operate in a context in which the governing law and applicable regulations change frequently, also as a result of changes in government administrations, it is difficult to predict if and how our activities will be affected by such changes.
We cannot assure you that future economic, regulatory, social and political developments in Argentina will not adversely affect our business, financial condition or results of operations, or cause the decrease of the market value of our securities.
If the current levels of inflation do not decrease, the Argentine economy could be adversely affected
Historically, inflation has materially undermined the Argentine economy and the Argentine government’sgovernment’s ability to create conditions that permit growth. In recent years, Argentina has experienced high inflation rates. See “—“—The credibility of several Argentine economic indices has been called into question, which has led to a lack of confidence in the Argentine economy and could affect your evaluation of the market value of the ADSs”ADSs” below.
During 2016, the City of Buenos Aires CPI inflation rate was 41.05%, while according to the Province of San Luis CPI, the inflation rate was 31.53%... During 2017, the INDEC’s CPI inflation rate was recorded at 24.8%. The CPI for 2018 was 47.64%, for 2019 was 53.83% and for 2020 was 36.1%. According to the market expectations survey published by the Central Bank, this tendency is expected to persist, as expectations for 2021 CPI are around 50%. In the past, and particularly throughout the Fernández de Kirchner administration, the Argentine governmentGovernment has implemented programs to control inflation and monitor prices for essential goods and services, including attempts to freezethe freezing of the price of certain supermarket products and price support arrangements agreed between the Argentine governmentGovernment and private sector companies in several industries and markets, thatmarkets. Such programs did not address the structural causes of inflation and failed togenerally did not reduce inflation.
High inflation rates affect Argentina’sArgentina’s foreign competitiveness, social and economic inequality, negatively impacts employment, consumption and the level of economic activity and undermine confidence in Argentina’sArgentina’s banking system, which could further limit the availability of and access by local companies to domestic and international credit.
Inflation remains a challenge for Argentina given its persistent nature in recent years. The Argentine government has announced its intention to reduce the primary fiscal deficit as a percentage of GDP over time and also reduce the Argentine government’s reliance on Central Bank financing. If, despite the measures adopted by the Argentine government, these measures fail to address Argentina’s structural inflationary imbalances, the current levels of inflation may continue and have an adverse effect on Argentina’s economy and can also lead to an increase in Argentina’s debt. Moreover, certain objectives of the Argentine government, such as the increase in tariffs to incentivize investment in the energy sector, may create inflationary pressures. Inflation in Argentina has contributed to a material increase in our costs of operation, in particular labor costs, and negatively impacted our financial condition.
Inflation rates could escalate in the future, and there is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by the Argentine governmentGovernment to control inflation may have. As of the date of this annual report, since our sales under Energía Base are denominated in Argentine pesos, any further increase in the rate of inflation that is not coupled with a corresponding increase in our tariffs, or a delay in such tariff increase, would decrease our revenues in real terms and adversely affect our results of operations. In December 2020, the Argentine Government decreed the initiation of a comprehensive rate review for services rendered by providers of public transportation and distribution services of electric energy and natural gas under federal jurisdiction. The renegotiation of the current tariffs is expected to be completed within a two year period and will be conducted by ENRE and the Federal Natural Gas Regulatory Agency (the “ENARGAS”) respectively, enabling citizen participation mechanisms. Current rates were extended for an additional 90 calendar days or until the new transitory tariff schedules come into effect, which ENRE and ENARGAS are empowered to agree upon until they reach a definitive renegotiation agreement with the licensees. In addition, the intervention of ENRE and ENARGAS is extended until the earlier of December 31, 2021 or the completion of the rate renegotiation. See “—“—Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations.” Increased inflation could adversely affect the Argentine economy, which in turn may have an adverse effect on our financial condition and results of operations. See “Item 5.A. Operating Results—Factors Affecting Our Results of Operations—Inflation.”
Pursuant to the guidelinesInternational Accounting Standard 29, Financial Reporting in Hyperinflationary Economies (“IAS 29”), the financial statements of entities whose functional currency is that of a hyperinflationary economy must be adjusted for the effects of changes in a general price index. IAS 29 does not prescribe when hyperinflation arises and the International Accounting Standards Board (“IASB”) does not identify specific hyperinflationary jurisdictions. However, IAS 29 provides a series of non-exclusive guidelines that consist of (i) analyzing the behavior of the population, prices, interest rates and wages before the evolution of price indexes and the loss of the currency’s purchasing power, and (ii) as a quantitative characteristic, verifying if the three-year cumulative inflation rate approaches or exceeds 100%. In June 2018, the International Practices Task Force of the Centre for Quality (“IPTF”), which monitors countries experiencing high inflation, categorized Argentina as a country with projected three-year cumulative inflation rate greater than 100%. In addition, certain qualitative macroeconomic factors provided under IAS 29 were also identified. Therefore, Argentine companies using IFRS, such as us, are required to apply IAS 29 to their financial statements for periods ending on and after July 1, 2018.
Adjustments to reflect inflation, including tax indexation, such as those required by IAS 29, were originally prohibited pursuant to the Convertibility Law. In addition, Decree No. 664/03, issued by the Argentine Government, instructed regulatory authorities, such as the CNV, to accept only financial statements reported in which caseconstant currency. However, on December 4, 2018, Law 27,468 (“Law 27,468”) abrogated Decree No. 664/03 and amended the Convertibility Law indicating that the prohibition of inflation adjustments no longer applies to financial statements submitted for regulatory purposes. Certain regulatory authorities, such as the CNV, now require that financial statements for periods ended on and after December 31, 2018 should be adjusted for inflation pursuant to IAS 29. As a result, our Audited Consolidated Financial Statements included in this annual report, including the figures for the previous periods (this fact not affecting the decisions taken on the financial information for such periods), and, unless otherwise stated, the financial information included elsewhere in this annual report, were restated to consider the changes in the general purchasing power of the functional currency of the Company (Argentine peso) pursuant to IAS 29 and General Resolution No. 777/2018 of the CNV.
Accordingly, we have recognized a gain regarding the effect of adjustment by inflation of Ps 1,159 million for 2020 and a loss of Ps. 3,311 million and Ps.8,453 million in our financial statements for the years ended 2020, 2019, and other2018, respectively. See Note 2.1.2 to our financial information may need to be adjusted by applying a generalstatements.
Law 27,468 also substituted the wholesale price index (“WPI”) for the CPI as the index to benchmark tax indexation, and expressedmodified the standards for triggering the tax indexation procedure. In addition, Law 27,468 provides that during the first three years beginning on January 1, 2018, tax indexation will be required if the variation of the CPI exceeds 55% in 2018, 30% in 2019 and 15% in 2020. On December 23, 2019, the National Congress enacted Law No. 27,541 Ley de Solidaridad Social y Reactivación Productiva en el Marco de la Emergencia Pública (the “Solidarity Law”), which, among other measures amended the periods which the tax indexation should be allocated. 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, shall be charged one sixth (1/6) in that fiscal year and the remaining five sixths (5/6), in equal parts, in the measuring unit (the hyperinflationary currency) current atnext five fiscal years. For 2020 and 2019, we recorded a net loss of Ps. 1,520 million and 505 million, respectively, in our Income Tax line item of our Statement of Income regarding the endapplication of each reporting period. the above-mentioned tax inflation adjustment.
We cannot determine at this timepredict the full future impact this wouldthat any modifications in the application of the tax indexation procedure and related adjustments will have on our financial condition. See “Item 5.A. Operating Results—Factors Affecting Our Resultsstatements, or the effects on our effective tax rate or on our business, results of Operations—Inflation.”operations and financial condition.
The credibility of several Argentine economic indices has been called into question, which has led to a lack of confidence in the Argentine economy and could affect your evaluation of the market value of the ADSs
On January 8, 2016, based on its determination that the INDEC had failed to produce reliable statistical information, particularly with respect to its CPI, GDP, foreign trade and poverty data, the Macri administration declared the national statistical system and the INDEC in a state of administrative emergency through December 31, 2016, which was not renewed. The INDEC suspended publication of certain statistical data until it completed reorganization of its technical and administrative structure to recover its ability to produce sufficient and reliable statistical information. During the first six months of this reorganization period, the INDEC published official CPI figures published by the City of Buenos Aires and the Province of San Luis for reference. On June 29, 2016, the INDEC published a report that included revised GDP data for the years 2004 through 2015. Among other adjustments, in calculating GDP for 2004, the INDEC made changes to the composition of GDP that resulted in a downward adjustment of approximately 12% for that year. In calculating real GDP for subsequent years based on the revised 2004 GDP, the INDEC used deflators that are consistent with its revised methodology to calculate inflation. By understating inflation in the past, the INDEC had overstated growth in real terms. The adjustments made by the INDEC resulted in a determination of real GDP growth for the period 2004-2014 of 44.8%, as opposed to a 63% growth in real terms for the same period resulting from the information used prior to June 29, 2016.
Following the publication of revised data and a new inflation index, on November 9, 2016, the IMF lifted the censorship against Argentina, stating that the country had resumed the publication of data in a manner consistent with its obligations under the Articles of Agreement of the IMF.
The Argentine government’sGovernment’s reforms seek to produce official data that meets international standards. In order toTo be effective, however, reforms require certain implementation steps and the timely collection of data, the success of which may be outside of the Argentine government’sGovernment’s control. If these reforms cannot be successfully implemented, such failure may adversely affect the Argentine economy, in particular by undermining consumer and investor confidence. The INDEC’sINDEC’s past or future data may be materially revised to reveal a different economic or financial situation in Argentina, which could affect investors’investors’ perception of Argentina, including the market value of the ADSs. In addition, the failure or delays in implementing the expected changes may impair other measures taken by the Central Bank to tackle inflation. This, in turn, could have a negative impact on Argentina’sArgentina’s economy and, as a result, could have an adverse effect on our ability to access international capital markets to finance our operations and growth, adversely affecting our results of operations and financial condition.
On February 27, 2020, the Secretariat of Energy issued Resolution 31/20, which replaces the regulatory framework for Energía Base applicable from February 1, 2020. This Resolution established prices set in Argentine pesos, and adjusted monthly with the following formula: (i) 60% of the CPI, plus (ii) 40% of the WPI. However, on April 8, 2020, the Secretary of Energy instructed CAMMESA to postpone until further notice the application of Annex VI of Res.31/20, related to the price update mechanism described under “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme” (“Annex VI”). Accordingly, CAMMESA did not apply the price update mechanism since the March 2020 monthly payments under Energy Base. The postponement of the price update mechanism has resulted in a material adverse effect on our business and results of operations, as tariffs continued to be fixed in pesos while inflation, devaluation and operating costs have increased significantly.
Any further delay or failure to reinstate the price update mechanism described above or deficiency in quality of official data for the CPI and WPI indexes, that significantly underestimates the real inflation in the country, may imply a reduction in our revenues under Energía Base, which may grow less than our costs, affecting our results from operations.
Significant fluctuations in the value of the peso could adversely affect the Argentine economy and, in turn, adversely affect our results of operations
The devaluationdepreciation of the peso has had,and may continue to have a negative impact on the ability of certain Argentine businesses to service their foreign currency-denominated debt, lead to inflation, significantly reduce real wages and jeopardize the stability of businesses, such as ours, whose success depends on domestic market demand and adversely affect the Argentine government’sGovernment’s ability to honor its foreign debt obligations. After several years of moderate variations in the nominal exchange rate, the peso lostdepreciated more than 30% of its value with respect to the U.S. dollar in each of 2013 and 2014. In 2015, the peso lostdepreciated approximately 52% of its value with respect to the U.S. dollar, including a 10% devaluationdepreciation from January 1, 2015 to September 30, 2015 and a 38% devaluationdepreciation during the last quarter of the year, mainly concentrated after December 16, 2015 once the Macri administration eliminated exchange controls imposed by the prior administration.controls. In 2016, 2017, 2018, 2019 and 2017,2020, the peso lostdepreciated approximately 22%21.86%, 17.36%, 102.16%, 58.86% and 18% of its value40.59% respectively, in each case, with respect to the U.S. dollar, respectively.dollar. The peso depreciated approximately 10.48% from December 30, 2020 through April 21, 2021. On April 24, 2018,21, 2021, the exchange rate was Ps.20.26Ps. 92.97 to US$1.00, as quoted by the Banco de la NacióNación Argentina for wire transfers (divisas).
The ability of the Argentine Government to stabilize the exchange market and restore economic growth is uncertain. The Argentine macroeconomic environment, in which we operate, was affected by the depreciation referred to above, which affected our financial and economic position. If the Peso depreciates further, all the negative effects on the Argentine economy related to such depreciation could recur, with adverse consequences to our business, financial condition and results of operations. In addition, a further depreciation of the Argentine Peso against the U.S. dollar may also presents risks forhave an adverse impact on our capital expenditure program and increase the Argentine economy, includingPeso amount of our trade liabilities and financial debt denominated in U.S. dollars. As of December 31, 2020, approximately 69.66% of our liabilities were denominated in U.S. dollars.
In addition, the possibility of a reductionRepublic’s future tax revenue and fiscal results may be insufficient to meet its debt service obligations and the Republic may have to rely in exports (as a consequence ofpart on additional financing from domestic and international capital markets, the loss of external competitiveness). Any such appreciationIMF and other potential creditors, in order to meet future debt service obligations. In the future, the Republic may not be able or willing to access international or domestic capital markets, which could also have a negativematerial adverse effect on the Republic’s ability to make payments on its outstanding public debt, and in turn, could materially adversely affect our financial condition and results of operations. See “—Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth, and employment and reduce tax revenues in real terms.may negatively impact our financial condition or cash flows.”
A depreciation of the peso or reductionArgentine Peso against the U.S. dollar may also have an adverse impact on our capital expenditure program and increase the Argentine Peso amount of our trade liabilities and financial debt denominated in foreign currencies. We cannot predict whether and to what extent the value of the Central Bank’s reserves aspeso could depreciate or appreciate against the U.S. dollar and the way in which any such fluctuations could affect our business. See “—We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a resultmaterial adverse effect on our business, financial condition and results of currency intervention could adversely affectoperations.” As of December 31, 2020, approximately 69.66% of our liabilities were denominated in foreign currencies. However, the Company remains highly exposed to risks associated with the fluctuation of the Argentine economy, which in turn mayPeso, therefore, a devaluation of the Argentine Peso could have ana material adverse effect on our financial condition and results of operations.
Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations
In 2008, the Fernández de Kirchnernational administration absorbed and replaced the former private pension system for a public “pay“pay as you go”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 the “FGS”“FGS”) to be administered by the National Social Security Administration (Administración Nacional de la Seguridad Social, or the “ANSES”“ANSES”). The dissolution of the private pension funds and the transfer of their financial assets to the FGS have had important repercussions on the financing of private sector companies. Debt and equity instruments that previously could be placed with pension fund administrators are now entirely subject to the discretion of the ANSES. Since acquiring equity interests in privately owned companies, through the process of replacing the pension system, the ANSES is entitled to designate representatives of the Argentine governmentGovernment to the boards of directors of those entities. Pursuant to Decree No. 1,278/12, issued by the executiveExecutive branch on July 25, 2012, the ANSES’sANSES’s representatives must report directly to the Ministry of Economy and are subject to a mandatory information-sharing regime, under which, among other obligations, the representatives must immediately inform the Ministry of Economy of the agenda for each board of directors’directors’ meeting and provide related documentation.
In April 2012,May 2013, the Fernández de Kirchner administration decreedArgentine Congress passed a law providing for the removalexpropriation of directors and senior officers51% of the share capital of YPF (Yacimientos Petroliferos Fiscales S.A.), the country’s largestprincipal Argentine oil and gas company, which was controlledshares were owned by Repsol, S.A. and its affiliates. In February 2015, the Spanish group Repsol, and submittedArgentine Government sent a bill to the Argentine Congress to expropriaterevoke certain train concessions, return the national rail network to state control and provide authority to review all concessions currently in effect. The bill was enacted on May 20, 2015 as Law No. 27,132.
In addition, on September 23, 2015 the Argentine Congress passed Law No. 27,181, which limits the sale of the Argentine Government’s shares held by Repsol representing 51%in Argentine companies without prior approval of two-thirds of the sharesmembers of YPF. Thethe Argentine Congress, approvedexcept for the billArgentine Government’s shareholding in May 2012YPF. That law has been abrogated by the new Administration through the passageTax Amnesty Law.
Moreover, during a judicial reorganization procedure, the current administration intended to intervene in the main producer of Law No. 26,741, which declaredsoymeal livestock, Vicentin S.A.I.C. Even though the production, industrialization, transportationArgentine Government abandoned the expropriation project, we cannot assure you that similar measures will not be adopted in the future, including in response to the COVID-19 pandemic and marketingsocial unrest, such as expropriation, nationalization, intervention by the CNV, forced renegotiation or modification of hydrocarbons to be activitiesexisting contracts, new taxation policies, establishment of public interestprices, changes in laws, regulations and fundamental policies of Argentinaaffecting foreign trade and empoweredinvestments.
In the future, the Argentine government to adopt any measures necessary to achieve self-sufficiencycould re-introduce regulations that result in hydrocarbon supply. In February 2014, the Argentinean increased government and Repsol announced that they had reached an agreement on the terms of the compensation payable to Repsol for the expropriation of the YPF shares. Such compensation totaled US$5 billion payable by delivery of Argentine sovereign bonds with various maturities. The agreement, which was ratified by Law No. 26,932, settled the claim filed by Repsol with the ICSID.
intervention. It is widely reported by private sector economists that expropriations, price controls, exchange controls and other direct involvement by the Fernández de Kirchner administrationprevious governments in the economy had an adverse impact on the level of investment in Argentina, the access of Argentine companies to the international capital markets and Argentina’sArgentina’s commercial and diplomatic relations with other countries. Further actions taken by the Argentine governmentGovernment concerning the economy, including decisions with respect to interest rates, taxes, price controls,
salary increases, provision of additional employee benefits and foreign exchange controls could continue to have a material adverse effect on Argentina’sArgentina’s economic growth and in turn affect our financial condition and results of operations. Moreover, any additional Argentine governmentGovernment policies established to preempt, or in response to, social unrest could adversely and materially affect the economy, and therefore our business, results of operations and financial condition.
Government measures, as well as pressure from labor unions, could require salary increases or added benefits, all of which could increase companies’ operating costs
In the past, the Argentine governmentGovernment has passed laws and regulations forcing privately owned companies to maintain certain wage levels and provide added benefits for their employees. Additionally, both public and private sector employers have been subject to strong pressure from the workforce and trade unions to grant salary increases and certain worker benefits. See “—Risks Relating to Our Business—We could be affected by material actions taken by the trade unions.”
Labor relations in Argentina are governed by specific legislation, such as Laborlabor Law No. 20,744 and Collective Bargaining Law No. 14,250, which, among other things, dictate how salary and other labor negotiations are to be conducted. Every industrial or commercial activity is regulated by a specific collective bargaining agreement (“CBA”(“CBA”) that groups companies together according to industry sectorsectors and by trade union. Althoughunions. While the process of negotiation is standardized, each chamber of industrial or commercial activity separately negotiates the increases of salaries and labor benefits with the relevant trade union of such commercial or industrial activity.
In addition, each company is entitled, regardless of union-negotiated mandatory salary increases, to give its employees additional merit increase or variable compensation scheme.
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 the high levels of inflation, employees and labor organizations are demanding significant wage increases. In August 2012,2018, the Argentine government established a 25%National Labor Ministry resolved to increase in minimum monthly salary to Ps.2,875, effective as of February 2013. The Argentine government increased the minimum salary to Ps.3,300Ps.12,500 in August 2013,four stages: an increase (i) to Ps.3,600 in January 2014, to Ps.4,400Ps.10,700 in September 20142018, (ii) to Ps.11,300 in December 2018, (iii) to Ps.11,900 in March 2019, and to Ps.5,58812,500 in August 2015. It further decreed anJune 2019.
Through Decree No. 610/2019, a staggered increase of the minimum salary to Ps.6,060 in January 2016, to Ps.6,810 in June 2016, to Ps.7,560 inwas approved as follows: (i) Ps.14,125 as of August 1, 2019; (ii) Ps.15,625 as of September 20161, 2019; and to Ps.8,060 in January 2017. In June 2017,(iii) Ps.16,875 as of October 1, 2019. Afterwards, on October 2020, minimum salary was raised by Resolution 4/2020 of the Ministry of Labor, raised the minimum salaryEmployment and Social Security, with a staggered increase of three stages: (i) to Ps.10,000, effective in three tranches: Ps.8,860Ps. 18,900 as of July 2017, Ps.9,500October 2020, (ii) to Ps. 20,857 as of January 2018December 2020 and Ps.10,000(iii) to Ps. 21,600 as of July 2018. DueMarch 2021. In addition, the Argentine government has arranged various measures to high levelsmitigate the impact of inflation both publicin wages. In December 2019, the Argentine government issued Decree No. 34/2019, which established that in case of dismissals without cause during six (6) months after the publication in the official gazette of such Decree, employees have the right to collect double indemnification, which was extended by Decree No. 39/2021 until 31 December, 2021. Decree No. 34/2019 was enacted due to the economical emergency and private sector employers are experiencing significant pressure from unions and their employees to further increase salaries. In 2015, the INDEC published the Coeficiente de Variación Salarial (Salary Variation Index, or the “CVS”), an index that shows the evolution of salaries. The Salaries Index showed an increase of approximately 33.00%the unemployment, and 27.30%its aim was to dissuade employers to dismiss personnel. This measure was further reinforced through Decree No. 329/2020, issued amid the COVID-19 pandemic crisis, by virtue of which dismissals without cause or with cause under the argument of force majeure or lack of/reduction of work not imputable to the employer were prohibited for 60 days (this last cause also applies for temporary suspensions), prohibition that was extended until April 25, 2021. Also, in registered private sector salariesJanuary 2020, the Argentine Government issued Decree No. 14/2020 which established a general increase for all employees of Ps.3,000 in 2016January 2020, and 2017, respectively.an additional amount of Ps.1,000 in February 2020 (total Ps.4,000 as from February 2020).
Furthermore, through Decree No. 332/2020 dated April 2, 2020, the administration of Alberto Fernandez created the "Emergency Assistance Program for Labor and Production" for employers and workers affected by the health emergency, consisting of among other matters, a comprehensive unemployment benefit system. For further information related to this "Emergency Assistance Program for Labor and Production" please see “Item 4. Information of the Company - Recent Developments- Measures Designed to Address the Covid-19 Outbreak”.
In the future, the Argentine governmentGovernment could take new measures requiring salary increases or additional benefits for workers, and the labor force and labor unions may apply pressure for such measures. Any such increase in wage or worker benefit could result in added costs and reduced results of operations for Argentine companies, including us. Such added costs could adversely affect our business, financial condition and result of operations.
In 2001 and 2002, Argentina imposed exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments abroad. After 2002, these restrictions, including those requiring the Central Bank’sBank’s prior authorization for the transfer of funds abroad to pay principal and interest on debt obligations, were substantially eased through 2007. In addition to the foreign exchange restrictions applicable to outflows, in June 2005 the Argentine governmentGovernment adopted various rules and regulations that established restrictive controls on capital inflows into Argentina, including a requirement that, for certain funds remitted into Argentina, an amount equal to 30% of the funds must be deposited into an account with a local financial institution as a U.S. dollar deposit for a one-year period without any accrual of interest, benefit or other use as collateral for any transaction.
From 2011 and until President Macri assumed office in December 2015, the Argentine governmentGovernment increased controls on the sale of foreign currency and the acquisition of foreign assets by local residents, limiting the possibility of transferring funds abroad. Furthermore, under regulations issued since 2012 certain foreign exchange transactions were subject to prior approval by the Federal Administration of Public Income (“AFIP”(“AFIP”). Through a combination of foreign exchange and tax regulations, the Fernández de Kirchner administrationprevious administrations significantly curtailed access to the MULCFX Market by individuals and private-sector entities. In addition, during the last few years under the Fernández de Kirchner administration,preceding 2015, the Central Bank exercised a de facto prior approval power for certain foreign exchange transactions otherwise authorized to be carried out under the applicable regulations, such as dividend payments or repayment of principal of intercompany loans as well as the import of goods, by means of regulating the amount of foreign currency available to companies to conduct such transactions. The number of exchange controls introduced in the past and in particular after 2011 during the Fernández de Kirchner administration gave rise to an unofficial U.S. dollar trading market, and the peso/U.S. dollar exchange rate in such market substantially differed from the official peso/U.S. dollar exchange rate. See “Exchange“Exchange Controls.”
Additionally, the level of international reserves deposited with the Central Bank significantly decreased from US$47.4 billion as of November 1, 2011 to US$25.6 billion as of December 31, 2015, resulting in a reduced capacity of the Argentine governmentGovernment to intervene in the MULCFX Market and to provide access to such markets to private sector entities like us. The Macri administration announced a program intended to increase the level of international reserves deposited with the Central Bank through the execution of certain agreements with several Argentine and foreign entities. As a result of the measures taken under such program and due to the issuance by the Argentine governmentGovernment of US$16.5 billion and US$2.75 billion of new debt securities in the international capital markets on April 22, 2016 and July 6, 2016, respectively, the level of international reserves increased to US$38.8 billion as of December 31, 2016. As of December 31, 2017,2020, the level of international reserves of the Central Bank totaled US$55.1 billion, an increase from US$38.8 billion as of December 31, 2016.39.4 billion.
The previous administration gradually implemented a series of reforms related to the foreign exchange restrictions, including certain currency controls, which had been imposed under the Fernández de Kirchner administration, in order to provide greater flexibility and access to the MULC.FX Market. On August 8, 2016 the Central Bank issued Communication “A”“A” 6037, which substantially modified the applicable foreign exchange regulations and eliminated the set of restrictions for accessing the MULC.FX Market. Effective as of July 1, 2017, pursuant to Communication “A”“A” 6244, all regulations that restricted access to the MULCFX Market were repealed, leaving in place only the obligation to comply with a reporting regime. Pursuant to Communication “A”“A” 6401, dated December 26, 2017, a new reporting regime was created, pursuant to which the “Survey“Survey on the issuance of foreign notes and liabilities by the financial and private non-financial sector,” established by Communication “A”“A” 3602, and the “Survey“Survey on direct investments,” established by Communication “A”“A” 4237, were replaced by a unified report on direct investments and debt. Moreover, by virtue of Communication “A” 6443, which came into force as of March 1, 2018, any company from any sector, which usually operates through the Exchange Market can act as an exchange agency by only registering in the exchange operators’ registry. Argentine residents must comply with the reporting regime, even when the funds have not been sold in the MULCFX Market and/or there is no expectation to access the MULCFX Market in the future in relation to the funds that must be reported.
Since September 2019, with the purpose of strengthening the normal functioning of the economy, fostering a prudent administration of the exchange market, reducing the volatility of financial variables and containing the impact of the variations of financial flows on the real economy, the Argentine Government has reinstated foreign exchange restrictions. The new controls apply with respect to access to the FX Market by residents for savings and investment purposes abroad, the payment of dividends in foreign currency abroad, payments of imports of goods and services, and the obligation to repatriate and settle for pesos the proceeds from exports of goods and services, among others. In that regard, we have access to the FX Market to pay dividends to non-resident shareholders, without the prior consent of the Central Bank subject that the total amount of transfers executed through the exchange market regulated by the Central Bank for payment of dividends to non-resident shareholders may not exceed 30% of the total value of any new capital contributions made in the company that had been entered and settled through such exchange market as from January 17, 2020. 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. For further information, see “Exchange“Exchange Controls.”
Also, pursuant to Communications “A” 7106, September 15, 2020, the Argentine Central Bank issued regulations (“FX Regulatory Restrictions 7106”) pursuant to which any Argentine debtor that has scheduled principal payments of indebtedness due between October 15, 2020 and March 31, 2021 and payable in foreign currency (subject to certain exceptions), is required, in order to access to the official exchange market, to file with the Argentine Central Bank a refinancing plan in respect of such indebtedness, which shall fulfill certain conditions established in the regulation, such as the following (i) the net amount for which the debtor shall have access to the official foreign exchange market to meet its foreign currency denominated payments of principal shall not exceed 40% of the aggregate principal amount due between October 15, 2020 and March 31, 2021 and (ii) the remaining principal amount is required to be deferred such that the repayment of the deferred principal amounts is due on average two years later than the originally scheduled principal amortization payments. The installments under the Loan from Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC. (the “Brigadier Lopez Loan”) becoming due between December 2020 and March 2021 were under the scope of such regulation.
In compliance with FX Regulatory Restrictions 7106, the Company presented to the Argentine Central Bank a new repayment schedule for the Brigadier Lopez Loan, which included the refinancing of the first two principal installments, each for a sum of US$ 36 million,which were payable on December 14, 2020 and March 12, 2021. On December 14, 2020, the Company entered into a forbearance agreement with the creditors of the Brigadier Lopez Loan by means of which the creditors agreed not to take any judicial or extrajudicial action to claim their rights of collection under the such loan and to negotiate in good faith certain modifications. On December 22, 2020, the Company signed a waiver and amendment to the Brigadier Lopez Loan, modifying, among others, the amortization schedule so as to comply with the requirements established by Communication “A” 7106, partially postponing installments becoming due in December 2020 and March 2021, extending the final payment term to June 2023, including monthly amortizations as from January 2021 until January 2022, and keeping the amortizations in the initial schedule for June, September and December 2021, each of them equal to 20% of capital. In December 2020, 40% of the installment for such month was paid, complying with the regulations in force and the abovementioned amendment. Amongst others, the amendment involves a 200 basis points increase in the interest rates as from December 12, 2020. The amendment of the Brigadier Lopez Loan contains a more restrictive covenant package than under the original loan, which includes a prohibition to make dividends payment during 2021 and a US$ 25 million maximum allowed for dividend payment in 2022. Moreover, a collateral agreement was signed, which includes the pledge on turbines of Brigadier López Thermal Station, a mortgage on the land in which such power station is located and a LVFDV passive collection collateral assignment.
FX Regulatory Restrictions 7106 were extended until December 31, 2021 by Communication “A” 7230. The installments under the Brigadier Lopez Loan due on June, September and December 2021 will be under the scope of the provisions of such regulation. As a consequence, as of the date of this annual report, we are maintaining negotiations with creditor banks with the aim of rescheduling installments becoming due in June, September and December 2021. For more information see “Item 5.A. Operating Results—Indebtedness—Loan from Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC.” We cannot assure you whether we will be able to refinance such installments in accordance with the Argentine Central Bank requirements or that the Argentine Central Bank will extend these restrictions, or adopt any other similar restrictions, in the future. We also cannot assure you that we will not have to refinance any of our other outstanding indebtedness in the future, or that a refinancing agreement will be reached nor that the terms of the refinancing will not be materially less favorable than the terms of our current loans. See “—We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition and results of operations.”If any future exchange controls are imposed, or interpretations of existing or future exchange regulations are adopted, that further restrict access to the FX Market. See “Exchange Controls.”
The Argentine government incould maintain a single official exchange rate or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding foreign currency denominated liabilities.
In the future the Argentine governmentGovernment could impose further exchange controls, transfer restrictions or restrictions on the movement of capital and/or take other measures in response to capital flight or a significant depreciation of the peso, which could limit our ability to access the international capital markets and impair our ability to make interest, principal or dividend payments abroad. Such measures could lead to renewed political and social tensions and undermine the Argentine government’sGovernment’s public finances, which could adversely affect Argentina’sArgentina’s economy and prospects for economic growth and consequently, adversely affect our business and results of operations.
As of the date of this annual report, although litigation initiated by bondholders that have not accepted Argentina’sArgentina’s settlement offer continues in several jurisdictions, although the size of the claims involved has decreased significantly.
Between 2016 and early 2018, Argentina regained access to capitalthe market and incurred approximately in US$96.3 billion of additional debt. However, as a result of various external and internal factors, during the first half of 2018, access to the market became increasingly onerous. On May 8, 2018, the Macri administration announced that the Argentine Government would initiate negotiations with the IMF with a view to entering into a stand-by credit facility that would give Argentina access to financing by the IMF. On June 7, 2018, the Argentine government and the IMF staff reached an understanding on the terms of the SBA for disbursements totaling approximately US$50 billion, which was approved by the IMF’s Executive Board on June 20, 2018. The SBA was intended to provide support to the Macri administration’s economic program, helping build confidence, reduce uncertainties and strengthen Argentina’s economic prospects. On June 22, 2018 the Argentine government made a first drawing of approximately US$15 billion under the SBA. To date, Argentina has received disbursements under the SBA for US$44 billion. Notwithstanding the foregoing, the current administration has publicly announced that they will refrain from requesting additional disbursements under the agreement, and instead vowed to renegotiate its terms and conditions in good faith.
Following the execution of the SBA, in August 2018, Argentina faced an unexpected bout of volatility affecting emerging markets generally. In September 2018, the Macri administration discussed with the IMF staff further measures of support in the face of renewed financial volatility and a challenging economic environment. On October 26, 2018, in light of the adjustments to fiscal and monetary policies announced by the Argentine government futureand the Central Bank, the IMF’s Executive Board allowed the Argentine government to draw the equivalent of US$5.7 billion, bringing total disbursements since June 2018 to approximately US$20.6 billion, approved an augmentation of the SBA increasing total assets to approximately US$57.1 billion for the duration of the program through 2021 and the front loading of the disbursements. Under the revised SBA, IMF resources for Argentina in 2018-19 increased by US$18.9 billion. IMF disbursements for the remainder of 2018 more than doubled compared to the original IMF-supported program, to a total of US$13.4 billion (in addition to the US$15 billion disbursed in June 2018). Disbursements in 2019 were also nearly doubled, to US$22.8 billion, with US$5.9 billion planned for 2020-21.
On August 28, 2019, the Macri administration issued a decree deferring the scheduled payment date for 85% of the amounts due on short-term notes maturing in the fourth quarter of 2019, governed by Argentine law, and held by institutional investors. Of the deferred amounts, the decree stated that 30% would be repaid 90 days after the original payment date and the remaining 70% would be repaid 180 days after the original payment date, except for payments under Lecaps due 2020 held domestically, which would be repaid entirely 90 days after the original payment date. Amounts due on short-term notes held by individual investors would be paid as originally scheduled. In December 2019, the Fernández administration further extended payments of a series of short term notes denominated in U.S. dollars until the end of August 2020, which were held by institutional investors.
Moreover, in December 2019, the Fernández administration further extended by decree payments of a series of short term Argentine-law governed treasury notes denominated in U.S. dollars held by institutional investors through August 2020. Additionally, on February 11, 2020, the Argentine government decreed the extension of maturity to September 30, 2020 of a dollar-linked treasury note governed by Argentine law, which had been originally subscribed to a large extent with U.S. dollar remittances, to avoid a payment with Argentine pesos that would have required significant sterilization efforts by the monetary authority. Also in February 2020, the Argentine Congress enacted a law enabling the government to take all necessary steps toward rendering the Argentine sovereign debt governed by foreign law sustainable. On February 19, 2020 the IMF staff issued a statement concluding that in light of the developments and the materialization of certain risks to debt sustainability that were considered during the previous Debt Sustainability Analysis (DSA) published in July 2019, the IMF staff assesses Argentina’s debt to be unsustainable. Accordingly, the IMF staff stated that “a definitive debt operation—yielding a meaningful contribution from private creditors—is required to help restore debt sustainability with high probability”.
On March 13, 2020, the Minister of Economy addressed a letter to the Paris Club members expressing Argentina’s decision to postpone until May 5, 2021 the US$2.1 billion payment originally due on May 5, 2020, in accordance with the terms of the settlement agreement the Republic had reached with the Paris Club members on May 29, 2014 (the “Paris Club 2014 Settlement Agreement”). In addition, on April 7, 2020, the Minister of Economy sent the Paris Club members a proposal to modify the existing terms of the Paris Club 2014 Settlement Agreement, seeking mainly an extension of the maturity dates and a significant reduction in the interest rate.
On April 5, 2020, the Argentine Government enacted Decree No. 346/2020 (i) deferring the payments of principal and interest on certain of its foreign currency bonds governed by Argentine law until December 31, 2020, or until such earlier date as the Ministry of Economy may determine, taking into account the degree of advance in the process designed to restore the sustainability of Argentina’s public debt, and (ii) authorizing the Ministry of Economy to conduct liability management transactions may be affected as litigationor exchange offers, or to implement restructuring measures affecting foreign currency bonds governed by Argentine law which payments have been deferred pursuant to such Decree.
On April 21, 2020, Argentina invited holders of approximately US$ 66.5 billion aggregate principal amount of its foreign currency external bonds to exchange such bonds for new bonds. The invitation contemplated the use of collective action clauses included in the terms and conditions of such bonds, whereby the decision by certain majorities would bind holders that do not tender into the exchange offer. On August 31, 2020 it announced that it had obtained bondholder consents required to exchange and or modify 99.01% of the aggregate principal amount outstanding of all series of eligible bonds invited to participate in the exchange offer. The restructuring settled on September 4, 2020. As a result of the invitation, the average interest rate paid by Argentina’s foreign currency external bonds was lowered to 3.07%, with holdout bondholders continues,a maximum rate of 5.0%, compared to an average interest rate of 7.0% and maximum rate of 8.28% prior to the invitation. In addition, the aggregate amount outstanding of Argentina’s foreign currency external bonds was reduced by 1.9% and the average maturity of such bonds was extended.
On August 18, 2020, Argentina offered holders of its foreign currency bonds governed by Argentine law to exchange such bonds for new bonds, on terms that were equitable to the terms of the invitation made to holders of foreign law-governed bonds. On September 18, 2020, Argentina announced that holders representing 99.4% of the aggregate principal amount outstanding of all series of eligible bonds invited to participate in the local exchange offer had participated. As a result of the exchange offer, the average interest rate paid by Argentina’s foreign currency bonds governed by Argentine law was lowered to 2.4%, compared to an average interest rate of 7.6% prior to the exchange. In addition, the exchange offer extended the average maturity of such bonds.
During 2020, Argentina sought to preserve the normal functioning of the local capital market for debt denominated in pesos, which it considers a key factor for the development of the domestic capital market. In particular, during this period, the Argentine government sought to recover the Treasury’s financing capacity, create conditions for the development of the domestic capital markets and generate savings instruments with positive and sustainable real rates, in turn could affectreducing its monetary financing needs and expanding the depth of the local debt market and the participation of relevant institutional investors. In addition, the Treasury expanded its menu of financing instruments to obtain the funds needed to cover its 2020 financial needs and to design the 2021 financial program according to the guidelines outlined in the 2021 budget.
As of the date of this annual report, the Argentine government’s has initiated negotiations with the IMF in order to renegotiate the principal maturities of the US$ 44.1 billion disbursed between 2018 and 2019 under the SBA, originally planned for the years 2021, 2022 and 2023. We cannot assure whether the Argentine Government will be successful in the negotiations with that agency, which could affect its ability to implement reforms and public policies and boost economic growth, nor the impact of the result that renegotiation will have in Argentina's ability to access international creditcapital markets thus affecting(and indirectly in our ability to financeaccess those markets), in the Argentine economy or in our growth.economic and financial situation or other conditions that could affect our results and operations or businesses. In addition, there can be no assurances that Argentina’s credit ratings will be maintained or that they will not be downgraded, suspended or cancelled. Any credit rating downgrade, suspension or cancellation for Argentina’s sovereign debt may have an adverse effect on the Argentine economy and our business operations.
Without renewed access to the financial market the Argentine 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. Likewise, Argentina’s inability to obtain credit in international markets could have a direct impact on the Company’s ability to access those markets to finance its operations and its growth, including the financing of capital investments, which would negatively affect our financial condition, results of operations and cash flows. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt. Any new event of default by the Argentine government could negatively affect their valuation and repayment terms, as well as have a material adverse effect on the Argentine economy and, consequently, our business and results of operations.
High public expenditures could result in long-lasting adverse consequences for the Argentine economy
In recent years, the Argentine governmentGovernment has substantially increased public expenditures. In 2016,2017, 2018, and 2019, national public sector expenditures increased by 37.0%21.8%, 22.4% and 37.2% year over year, respectively (measured in nominal Argentine pesos) and the government reported a primary fiscal deficit of 4.6%3.8%, 2.4% and 3.8% of GDP, according to the Argentine Ministry of Economy (which is, as of the date of this annual report, divided into two parts—the Ministry of TreasuryTreasury. In 2020, national public sector expenditures increased by 48.9%, and the Ministrygovernment reported a primary fiscal deficit of Public Finance).6.5%% of GDP. During recent years, the Argentine governmentGovernment has resorted to the Central Bank and to the ANSES to alleviate part of its funding requirements. Moreover, the primary fiscal balance could be negatively affected in the future if public expenditures continue 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. A further deterioration in fiscal accounts could negatively affect the government’sgovernment’s ability to access the long-term financial markets and could in turn result in more limited access to such markets by Argentine companies. Additionally, a further deterioration in fiscal accounts could affect the Argentine government’sGovernment’s ability to continue subsidies for consumers in the energy sector.
A decline in international prices for Argentina’s main commodity exports could have an adverse effect on Argentina’s economic growth
The novel coronavirus could have an adverse effect on our business operations and financial conditions
In late December 2019 a notice of pneumonia originating from Wuhan, Hubei province (COVID-19, caused by a novel coronavirus) was reported to the World Health Organization, with cases soon confirmed in multiple provinces in China, as well as in other countries. On March 11, 2020, the World Health Organization characterized the COVID-19 as a pandemic. Several measures have been undertaken by the Argentine government and other governments around the globe, including the use of quarantine, screening at airports and other transport hubs, travel restrictions, suspension of visas, nation-wide lockdowns, closing of public and private institutions, suspension of sport events, restrictions to museums and tourist attractions and extension of holidays, among many others. However, the virus continues to spread globally and, as of the date of this annual report, has affected more than 192 countries and territories around the world, including Argentina. To date, the outbreak of the novel coronavirus has caused significant social, operational, economic and market disruption. The long-term effects to the global economy and the Company of epidemics and other public health crises, such as the on-going novel coronavirus crisis, 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 of our services, reduction in the demand of energy, and delays or suspensions in the construction of our expansion projects, among others. The prolonged restrictive measures, including policies limiting the efficiency and effectiveness of our operations such as home office policies, put in place in order to control the outbreak of the novel coronavirus or any other outbreak of a contagious disease or other adverse public health development that may occur in the future, has had, and may continue to have, or may in the future have, a material and adverse effect on our business operations. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term. Additionally, we cannot predict how the disease will continue to evolve in Argentina, including consequences of new outbreaks and new strains of coronavirus that have appeared, or the effectiveness of the vaccination campaign, nor anticipate what additional restrictions the Argentine government may impose. A sustained or prolonged coronavirus outbreak and the emergence of new strains of coronavirus for which current vaccines may be less effective, could exacerbate the factors described in this “Risk Factors” section and intensify the impact on our business and results of operations.
On March 19, 2020, President Alberto Fernández issued Decree No. 297/2020, establishing a period of preventive and mandatory social isolation, or quarantine as a public health measure aimed at addressing the effects of the COVID-19 pandemic (the “Quarantine”). The decree imposed a nation-wide mandatory lockdown, initially until March 31, 2020, whereby only exceptional and essential activities and internal travel are allowed, deployment of security forces for the enforcement of lockdown. The mandatory lockdown ordered by Decree No. 297/2020, was effective between March 20 and March 31, 2020, inclusive, that was subsequently extended on several occasions until November 9, 2020, the date on which the measure of “social, preventive and obligatory distancing” (“DISPO”) took effect in most of the country, although certain urban agglomerates, departments and parties in some provinces were maintained under the preventive and mandatory social isolation, in both cases until November 29, 2020. The DISPO period was accompanied by a series of relaxations to the originally imposed limitations, such as the circulation without the need of an enabling certificate between the areas subject to the DISPO, the performance of economic, industrial, commercial, or service activities, which have an operating protocol approved by the health authorities, and artistic and sporting activities under certain circumstances. As of the date of this annual report, different regions of Argentina have switched between the Quarantine and DISPO periods, depending on the epidemiological situation of each area. In addition, as a consequence of the worsening of the epidemiological situation in Argentina, as well as the large increase in the number of daily COVID-19 cases, the Executive Branch continues to tighten the measures required to tackle the rising in coronavirus cases.
On April 8, 2021, by means of the Decree No. 235/2020, the Argentine Government established new general prevention measures focused on mitigating the spread of COVID-19. The prevention measures will be in place until April 30, 2021, inclusive. By means of Article 11 of the Decree, the following activities were suspended throughout the national territory during the entire duration of the Decree: (i) group travel for various purposes, and (ii) activities and social gatherings in private homes of more than 10 persons. In addition, the decree established a series of sanitary parameters to define which districts and departments of Argentina will qualify as "places of epidemiological and sanitary risk" and the suspension of the following activities in those regions during the entire term of the decree: (i) activities and social meetings in private homes; (ii) activities and social gatherings in outdoor public spaces of more than 20 people; (iii) the practice of sports in closed places where more than 10 people participate or that do not allow maintaining the minimum distance of 2 meters between participants, with certain exceptions; (iv) activities of casinos, bingos, discotheques and party halls; and (v) gastronomic premises between 11:00 p.m. and 6:00 a.m. the following day. In addition, the Decree established a new traffic restriction between midnight and 6:00 a.m. the following day in those places with high epidemiological and sanitary risk. On the other hand, the same decree provided for the extension until April 30, 2021 inclusive of the border closure provided for by Decree No. 274/20 (as extended and supplemented). On April 14, 2021, new measures were announced for the Metropolitan Area of Buenos Aires, among them, the restriction of traffic between 8:00 p.m. and 6:00 a.m., the suspension of classes and of recreational, social, cultural, sports and religious activities carried out in closed places. In line with this, on April 16, 2021, Decree No. 241/21 was published in the Official Gazette which established, among other issues, (i) to extend the suspension of the duty of attendance at the workplace for the persons covered by the terms of Resolution No. 207/20, extended by Resolution No. 296/20, and amended by Resolution No. 60/21 of the Ministry of Labor, Employment and Social Security; (ii) to provide for the suspension of on-site classes and non-school on-site educational activities at all levels and in all its modalities in the agglomerate of the Metropolitan Area of Buenos Aires (AMBA), from April 19 to April 30, 2021, inclusive; (iii) to provide for the suspension, during the term of the referred decree, of commercial centers and shopping malls, all sports, recreational, social, cultural and religious activities carried out in closed environments, commercial premises, except for the exceptions set forth in Article 20 of the decree, between 7:00 p.m. and 6:00 a.m., and all other activities carried out in closed environments, commercial premises, except for the exceptions set forth in Article 20 of the decree, between 7:00 p.m. and 6:00 a.m., gastronomic premises (restaurants, bars, etc. ), between 7:00 p.m. and 6:00 a.m. the following day, except for home delivery and pick-up at the establishment in nearby premises, while between 6:00 a.m. and 7:00 p.m., gastronomic establishments may only serve their customers in outdoor spaces; (iv) to provide that the public urban and interurban passenger transportation service may only be used by persons involved in the activities, services and situations included in the terms of Article 11 of Decree No. 125/21; and (v) to establish the restriction to circulate from 8:00 p.m. to 6:00 a.m. of the following day in the agglomerate of the AMBA. The Quarantine and related restrictive measures had and are further expected to have a deep impact in the Argentine economy, including drastic reduction in the demand and supply of goods and services, increase in the unemployment rate and poverty levels, businesses bankruptcies, disruption in the payment chain, among many others. Although the Argentine government has adopted measures intended to alleviate the situation (see “Item 4––Recent Developments- Measures Designed to Address the Covid-19 Outbreak”), such measures are expected to significantly increase the governments’ fiscal deficit. If that increase in the deficit is financed with monetary emission, it is highly possible that it will lead to an increase in the rate of inflation and disruptions in the foreign exchange markets.
Pursuant to Decree 297/2020, minimum shifts ensuring the operation and maintenance of electric energy generators were exempted from the Quarantine. Although our operations personnel was allowed to continue their activities under certain health and sanitary precautions, the rest of our staff continued working remotely.
Initially, the construction of energy infrastructure, including our ongoing expansion projects, was not included as an exemption to the Quarantine. On April 7, 2020, the construction of private sector energy infrastructure was included as an essential activity, and consequently, after taking the necessary precautions, the construction resumed on April 9, 2020 for La Genoveva I, and on April 27, 2020 for Terminal 6-San Lorenzo.
As an additional measure to contain the expansion of COVID-19, international travel (except for certain specific repatriation flights) was suspended for several months. As of the date of this annual report, reception of international flights from certain countries is restricted, in accordance with Administrative Decision No. 2252/20, extended by Administrative Decisions Nos. 2/21, 44/21, 155/21 and 219/21, which was also complemented by Administrative Decision No. 268/21, and Administrative Decision No. 342/21 until April 30, 2021.
We have identified the following items where this crisis has and may have an impact in the Company:
Operations – Power generation
| ● | Reduction in the electric energy dispatched. Due to the Quarantine, most of the businesses in Argentina, especially in the industrial sector, have not been able to continue operating normally. According to information from CAMMESA, at the beginning of the Quarantine the total electric energy demand had significantly declined. At the time, this reduction had an impact in the Company’s termal energy generation, in particular our units with higher heat rate (less eficient) under the Energia Base Regulatory Framework |
| ● | Increased delays in payments and/or risk of uncollectability from our private clients. Despite the fact that CAMMESA is paying its obligations, the reduced economic activity due to the Quarantine may also affect the cash flows of CAMMESA and of our private clients and it may increase the delays in their payments and the risk of uncollectabilty of private clients. (See “Item 3.D Risk Factors—Risks Relating to Argentina—We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and other customers in the electric power sector”). Due to the COVID-19 pandemic crisis, we have experienced, and we expect to continue experiencing delays in certain payments from CAMMESA. For these delays, we received interests from CAMMESA. Payments related to PPAs under the Renovar Regulatory Framework have not suffered delays. See “—The novel coronavirus could have an adverse effect on our business operations and financial conditions.” |
| ● | Greater dependency of CAMMESA on subsidies from the Argentine government. CAMMESA’s cash flows depend on (i) payments from electric energy distribution companies, and (ii) subsidies from the Argentine government. Due to the Law 27,132, tariffs that eligible end users pay to some public utilities under federal jurisdiction, including electric energy distribution companies, were frozen for 180 days until June 30, 2019 (See Item 4. Information of the Company- Recent Political and Economic Developments in Argentina). Furthermore, the Argentine government established a 180-day period, beginning on March 1, 2020, in which the suspension of the electric energy distribution service is not permitted, upon the beneficiary’s failure to pay less than three consecutive invoices, from March 1, 2020. As a consequence, electric energy distribution companies may see a reduction in their collections from clients, which may reduce their payments to CAMMESA, which in turn, may increase CAMMESA’s dependency on subsidies received from the Argentine government to pay for electric energy generation, including payments to electric energy generation companies, such as Central Puerto. |
| ● | Personnel safeguard. We have set a protocol with multiple measures to protect the health of all our operations and maintenance personnel. Some of those measures include: a) the isolation of the teams that operate our different units, preventing contact between different teams; b) the avoidance of contact between personnel from different shifts; c) the use of extra protection, and additional sanitary measures; d) using virtual meetings; e) identifying key personnel in order to have the necessary back-up teams should a contingency arise and keeping all non-essential working remotely; f) drafting and publication of health and safety plans and/or protocols both for the plants in operation and works in development. These measures have been effective to protect our personnel, and at the date of these annual report, a low level of contagion has been registered within the Company’s personnel. |
| ● | Lack of necessary supplies/equipment, or delays in supplies. The Quarantine may also affect the provision of essential supplies. Although the provision of the necessary supplies is also considered an essential activity under the enacted emergency framework and we usually keep a stock of spare parts, we cannot assure you that the provision of the necessary supplies will not be affected. Furthermore, measures taken by foreign countries in which some of our supplies and spare parts for our units are produced, may also affect our stock of spare parts. Any delay in the provision of essential equipment or supplies may affect our operations. |
Projects under construction/development
The COVID-19 outbreak has had an impact on the projects that were and are under construction as of the date of this annual report.
Since the issuance of Administrative Decision 468/2020 abovementioned, the project construction activities were resumed. This required the implementation of health safety measures according to the requests established and recommended by health authorities. As a result, a procedure and a protocol were drafted, which must be complied with by the personnel, contractors and subcontractors. On February 21, 2020, Vestas Argentina S.A. (“Vestas”) the supplier of the wind turbines of the La Genoveva I wind project, notified the Company that the COVID-19 outbreak affected its manufacturing activities worldwide, causing delays on the supply chain for the delivery of certain Chinese-origin manufacturing components required for the completion of the wind turbines. In its communication, Vestas did not specify the specific impact this situation may have on the agreed upon schedule. However, based on that communication, we reasonably expected delays on the project’s completion. Therefore, we sent a notice to CAMMESA with the updates received from Vestas in accordance with the force majeure clauses of the PPA to avoid potential penalties should the project suffer unexpected and unforeseen delays. On April 7, 2020, CAMMESA acknowledged receipt of our notice and requested a report on the consequences that the force majeure events have had on the schedule.The Company has sent to CAMMESA several notices informing the impact this force majeure event had on the project and the measures taken within the COVID-19 protocol abovementioned, reaffirming its request to abstain from imposing sanctions for the delays, and requesting to obtain an extension in the commercial operation date of the wind farm. The main events impacting on the project execution schedule were the following: i) delays in the international manufacturing and delivery, ii) delays in the manufacturing and/or supply of local equipment, components and parts, iii) restrictions on the transport of material and components, iv) restrictions on the working methods due to compliance with COVID-19 health protocols that reduce the productivity of processes and tasks, and v) the borders lockdown that prevent foreign specialists from entering to conduct assembly or installation processes and for the start-up. In this regard, on June 10, 2020, the Secretariat of Energy ordered CAMMESSA to temporarily suspend the calculation of the terms set forth for the projects that had not obtained the commercial authorization, among which wind farm La Genoveva is included, for a maximum postponement term of six months from March 12 to September 12, 2020. Therefore, the committed commercial authorization of the wind farm was extended until November 22, 2020. Even though the Quarantine was lifted for private sector energy infrastructure construction on April 7, 2020, we have experienced delays on our project schedule. After taking the necessary precautions, the construction was resumed on April 9, 2020 for La Genoveva I. On November 21, 2020, La Genoveva I commenced full commercial operation and previously had two partial commissionings on September 11, 2020 and October 30, 2020 for 50.4 MW and 33.6 MW, respectively.
The Quarantine also affected the construction of the Terminal 6-San Lorenzo thermal plant, which was suspended on March 20, 2020, scheduled to be completed in September 2020. After the Quarantine was lifted, we resumed activities on April 27, 2020 taking the necessary precautions. However, due to the precautionary measures mentioned above, we expected that the completion of the project was going to be delayed. Additionally, travel restrictions and national borders lockdown imposed by the Argentine Government, among others, delayed the arrival of necessary personnel for the project, some of which were expected to arrive from countries affected by the outbreak. Therefore, we sent a notice to CAMMESA informing about this situation to avoid potential penalties should the project suffer unexpected and unforeseen delays. We notified CAMMESA and the Energy Secretariat on the situation and requested: (i) the suspension of agreement terms as from March 20, 2020 and until the situation is normalized, and (ii) abstention of the imposision of any sanctions in case the Company cannot meet the agreed upon deadlines on the wholesale demand agreement entered into with CAMMESA mentioned in Note 22.7 of our Audited Consolidated Financial Statements due to force majeure reasons. In this sense, on June 10, 2020, the Secretariat of Energy ordered CAMMESSA to temporarily suspend the calculation of the terms set forth for certain that had not obtained the commercial authorization, among which the cogeneration Terminal 6 - San Lorenzo project is included, for a maximum term of six months, starting on March 12, 2020 and ending on September 12, 2020. Therefore, the committed commercial authorization of the thermal plant was extended until March 5, 2021. On July 15, 2020, we communicated the Secretariat of Energy and CAMMESA, that the temporary suspension was not sufficient to comply with the new terms under the wholesale demand agreement since the restrictions imposed by the Argentine Government to tackle COVID-19 hindered the work activities of the cogeneration unit Terminal 6 - San Lorenzo. On September 10, 2020, the Undersecretariat of Electrical Energy granted a new suspension of the terms for the commercial authorization of the projects starting on September 12, 2020 and ending on November 25, 2020, subject to certain requirements. We requested CAMMESA and the Secretariat of Energy the extension of the new commercial authorization of the project Terminal 6 - San Lorenzo until July 30, 2021. On November 21, 2020, the plant obtained partial commissioning of its gas turbine (269,5 MW) to operate with natural gas and sell energy under the spot market regulation (Res. 31/2020).
The effects of the COVID-19 crisis pose challenges to our expansion plans for the Brigadier López plant and the development of the El Puesto solar farm, delaying the start of construction of these projects, not only because of the restrictions to the construction mentioned above, but also due to lower energy demand and difficulties to obtain the necessary financing for the projects in the current market situation. As of the date of this annual report, the continued impact of the COVID-19 crisis in the development of these projects is uncertain, and it may result in us not being able to construct or develop these projects. Delays or failure to develop these projects could result in economic penalties, an increase in our financial needs and could also cause our financial returns on new investments to be lower than expected, which could materially adversely affect our financial condition and results of operations. For further information on see “Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the completion of the awarded projects, or alter our plans for the expansion of our existing plants”. In addition, the COVID-19 crisis may reduce the possibility of new expansion projects and opportunities, for which the company has purchased 3 gas turbines. Item 5.A Operating Results—Factors Affecting our Results from Operations—Expansion of Our Generating Capacity.
Access to the Capital and Financial Markets
Due to the Argentine sovereign debt restructuring ongoing process and to the outbreak of COVID-19, access to the capital and financial markets in Argentina and/or in foreign markets may also be substantially reduced. See “—Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth, and may negatively impact our financial condition or cash flows,” any further deterioration of the current economic situation may result in a deterioration of the Company’s finances, in a context of lack of access or substantial reduction of credit availability in the financial markets, which could affect our financial condition and results of operation.
Natural gas distribution operating segment
Additionally, the COVID-19 pandemic crisis may also affect the results from our natural gas distribution affiliates. Although such economic activity was exempt from the Quarantine, the economic downturn caused by this measure is expected to reduce volumes distributed to clients. Moreover, some measures adopted by the Argentine Government to mitigate the effects of the COVID-19 outbreak in the economy are also expected to affect Ecogas’ financial performance, which had already been affected by the 180-day tariff freeze established by Law 27,132, which was in effect until June 30, 2019 (See Item 4. Information of the Company- Recent Political and Economic Developments in Argentina). The Argentine Government established a 180-day period, beginning on March 1, 2020, where the suspension of the natural gas service is not permitted, upon the beneficiary’s failure to pay less than three consecutive invoices, from March 1, 2020. This measure is only applicable to certain users identified in the decree adopting it. This measure has resulted in, and may continue to result in, delays and/ or the uncollectability of payments from such clients.”
Furthermore, some of the clients may not have access to electronic payment platforms and may typically pay in cash, which may be an obstacle for their ability to pay the bills on time due to the mandatory Quarantine.That suspension period was subsequently extended until December 31, 2020. Moreover, tariff increases remain suspended as of the date of this annual report In the year ended December 31, 2019, IGCE (including a direct interest in DGCE) accounted for 11.80% of our consolidated net income (see Item 4.B. Business Overview—Our Affiliates— Ecogas Group - Inversora de Gas del Centro S.A. (IGCE)”.
Finally, any additional measure taken by Argentina or any foreign country to mitigate the effects of the COVID-19 crisis, may directly or indirectly affect our operations, projects under construction/development or our results of operation and financial condition.
For further information see “Item 4.A.—Recent Developments—Measures Designed to Address the Covid-19 Outbreak”.
The Argentine economy could be adversely affected by economic developments in other markets and by more general “contagion” effects
Weak, flat or negative economic growth of any of Argentina’sArgentina’s major trading partners, such as Brazil, China or the United States, could have a material adverse effect on Argentina’s trade balance and adversely affect Argentina’s economic growth. The economic performance of other trading partners such as Chile, Spain and Canada may also affect Argentina’s trade balance.
The economy of Brazil, Argentina’sArgentina’s largest export market and the principal source of imports, is currently experiencinghas experienced heightened negative pressure due to the uncertainties stemming from ongoing political crisis and extensive corruption investigations, including the impeachment of Brazil’s former president, Ms. Dilma Rousseff. The Brazilian economy contracted by 3.6% during 2016.investigations. Although the Brazilian economy slightly expanded by 1%1.1% during 2017,2019 and decreased 5.8% during 2020, a deterioration of economic conditions in Brazil may reduce demand for Argentine exports and create advantages for Brazilian imports. WhileIn October 2018, candidate Jair Bolsonaro was elected president of Brazil. As a result, uncertainty and expectations have increased in relation to the impactfuture management of the president who, might include substantial economic reforms and changes in Brazil’s foreign policy, as stated during his campaign. A further deterioration of economic conditions in Brazil’s downturn on Argentina cannot be predicted, we cannot exclude could reduce the demand for Argentine exports and generate advantages for Brazilian imports. There is a possibility that continued uncertainty with respect to Brazil’s economic and political conditions or the Brazilianoccurrence of an economic and political and economic crisis could have a further negativein Brazil might result in an impact on the Argentine economy.economy, and in turn, have a material adverse effect on our business, financial condition and result of operations. Notwithstanding the foregoing, Argentina’s energy exportation to Brazil increased by 1079% in 2020 with respect to 2019
The Argentine economy may be affected by “contagion”“contagion” effects. International investors’investors’ reactions to events occurring in one developing country sometimes appear to follow a “contagion”“contagion” pattern, in which an entire region or investment class is disfavored by international investors. In the past, the Argentine economy has been adversely affected by such contagion effects on a number ofseveral occasions, including the 1994 Mexican financial crisis, the 1997 Asian financial crisis, the 1998 Russian financial crisis, the 1999 devaluationdepreciation of the Brazilian real, the 2001 collapse of Turkey’sTurkey’s fixed exchange rate regime and the global financial crisis that began in 2008.
The Argentine economy may also be affected by conditions in developed economies, such as the United States, that are significant trading partners of Argentina or have influence over world economic cycles. If
interest rates increase significantly in developed economies, including the United States, Argentina and its developing economy trading partners, such as Brazil, could find it more difficult and expensive to borrow capital and refinance existing debt, which could adversely affect economic growth in those countries. Decreased growth on the part of Argentina’sArgentina’s trading partners could have a material adverse effect on the markets for Argentina’sArgentina’s exports and, in turn, adversely affect economic growth. Any of these potential risks to the Argentine economy could have a material adverse effect on our business, financial condition and result of operations.
During August 2018, an increase in inflation and a sustained deficit in current accounts, as well as the protectionist measures taken by the United States, doubling the tariffs on steel and aluminum from Turkey, caused a collapse of the Turkish lira against the Dollar that triggered a wave of sales of assets from emerging markets and the significant fall in the prices of shares from these markets, generating a contagion effect in international markets and several stock exchanges in the world, including Argentina.
In July 2019, the Common Market of the South (“MERCOSUR”) signed a strategic partnership agreement with the European Union (the “EU”), which is expected to enter into force during 2021, once approved by the relevant legislatures of each member country. The objective of this agreement is to promote investments, regional integration, increase the competitiveness of the economy and achieve an increase in GDP. However, the effect that this agreement could have on the Argentine economy and the policies implemented by the Argentine Government is uncertain. Regarding other free trade agreements negotiations, the Fernandez administration announced on April 24, 2020 that it would stop participating in negotiations for MERCOSUR trade agreements with countries such as South Korea, Singapore, Lebanon, Canada and India, excluding those already concluded with the EU.
On January 31, 2020, the United Kingdom (“UK”) withdrew from the EU (“Brexit”). The UK’s membership in the EU single market ended on December 31, 2020. On December 24, 2020, the UK and the EU announced that they had struck a new bilateral trade and cooperation agreement governing the future relationship between the UK and the EU (the “EU-UK Trade and Cooperation Agreement”) which was formally approved by the 27 member states of the EU on December 29, 2020 and by the UK parliament on December 30, 2020. As of the date hereof, the EU-UK Trade and Cooperation Agreement is expected to be formally ratified by the EU parliament during the second quarter of 2021.
The EU-UK Trade and Cooperation Agreement provides some clarity with respect to the intended shape of the future relationship between the UK and the EU and some detailed matters of trade and cooperation. The impact of Brexit on our results of operations is unclear and its long-term effects remain uncertain. Brexit could lead to additional political, legal and economic instability in the European Union and produce a negative impact on the commercial exchange of Argentina with that region.
On November 8, 2016,3, 2020, Mr. Donald J. TrumpJoe Biden was elected president of the United States. The results of the presidential election have created significant uncertainty aboutare expected to restore certainty and predictability regarding the future relationship between the United States and other countries, including with respect to the trade policies, treaties, government regulations and tariffs that could apply to trade between the United States and other nations. nations, that had been impaired by the Trump administration. However, we cannot predict how that will evolve, nor the effect that any measure taken by the Biden administration could cause on global economic conditions and the stability of global financial markets. Furthermore, the ongoing trade dispute between United States and China due to tariffs placed on goods traded between them, might have a potential impact in trade-dependent countries such as Argentina.
These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets. Any of these factors could depress economic activity and restrict our access to suppliers and have a material adverse effect on our business, financial condition and results of operations.
The Argentine banking system may be subject to instability which may affect our operations
In recent years, the Argentine financial system grew significantly with a marked increase in loans and private deposits, showing a recovery of credit activity. Although the financial system’s deposits continue to grow in nominal terms, they are mostly short-term deposits and the sources of medium and long-term funding for financial institutions are currently limited. In 2020, although nominal private deposits in pesos increased 85.2% year-over-year (fueled by the growth of savings, current accounts with a 105.3% and 82.6% increase, respectively) and nominal time deposits increased approximately 86.7% year-over-year, such nominal increases did not match inflation for the period. Peso-denominated loans increased approximately 19.3% during 2020. During the same period, loans in foreign currency (composed mainly of corporate loans) evidenced a decrease of 49.3% at the end of 2020. In 2020, private and public deposits in U.S. dollars declined by 14.4%.
Financial institutions are particularly subject to significant regulation from multiple regulatory authorities, all of whom may, among other things, establish limits on commissions and impose sanctions on the financial institutions. The lack of a stable regulatory framework, or changes to such regulatory framework by the government, could impose significant limitations on the activities of the financial institutions and could induce uncertainty with respect to the financial system stability.
The persistence of the current economic crisis or the instability of one or more of the larger banks, public or private, could have a material adverse effect on the prospects for economic growth and political stability in Argentina, resulting in a loss of consumer confidence, lower disposable income and fewer financing alternatives for consumers. These conditions would have a material adverse effect on us by resulting in lower usage of our services, lower sales of devices and the possibility of a higher level of uncollectible accounts or increase the credit risk of the counterparties regarding the Company investments in local financial institutions.
Exchange controls and restrictions on transfers abroad and capital inflows limit the availability of international credit.
Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition, which in turn could adversely affect our business, financial condition and results of operations
A lack of a solid institutional framework and corruption have been identified as, and continue to be, a significant problem for Argentina. In Transparency International’s 2020 Corruption Perceptions Index survey of 180 countries, Argentina was ranked 78, down from 66 in the previous survey in 2019. In the World Bank’s Doing Business 2020 report, Argentina ranked 126 out of 190 countries, down from 119 in 2019.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 prior administration had adopted several measures aimed at strengthening Argentina’s institutions 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, and establishing a corporate criminal liability regime for corruption offenses aimed at promoting anticorruption compliance,, among others. The current Argentine Government’s ability to implement them, or promote further transparency and integrity measures is uncertain in a highly polarized political context.Argentina’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities with underlying Argentine risk. The recent economic instability in Argentina has contributed to a decline in market confidence in the Argentine economy as well as to a deteriorating political environment.
In addition, various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Argentine Federal Prosecutor, including the largest such investigation, known as “Los Cuadernos de las Coimas,” or “the Chauffeur's Books” have negatively impacted the Argentine economy and political environment. Certain government officials of previous administrations as well as high ranked officers of companies holding government contracts or concessions have faced or are currently facing allegations of corruption and money laundering as a result of these investigations. These individuals are alleged to have accepted or paid, as applicable, bribes by means of kickbacks on contracts granted by the government to several infrastructure, energy and construction companies. The proceeds from these kickbacks allegedly financed the political campaigns of political parties forming the government from 2011 to 2015. These funds were unaccounted for or not publicly disclosed and were allegedly used to personally enrich certain individuals. Several senior politicians, including members of Congress, and high-ranking executives and officers of major companies in Argentina (i) have been arrested on account of various charges relating to corruption, (ii) entered into plea agreements with prosecutors and (iii) have resigned or been removed from their positions. The potential outcome of the Chauffer’s Books as well as other ongoing corruption-related investigations is uncertain, but they have already had an adverse impact on the reputation of those companies that have been implicated, as well as on the general market perception of the economy, political environment and the capital markets in Argentina. We have no control over and cannot predict for how long the corruption investigations will continue nor whether such investigations or allegations (or any other future investigations or allegations) will lead to further political and economic instability. In addition, we cannot predict the outcome of any such allegations nor their effect on the different sectors of the Argentine economy. See also “—We are subject to anticorruption, anti-bribery, anti-money laundering and other laws and regulations.”
Risks Relating to the Electric Power Sector in Argentina
The Argentine governmentGovernment has intervened in the electric power sector in the past, and is likely to continue intervening
Historically, the Argentine governmentGovernment has played an active role in the electric power industry through the ownership and management of state-owned companies engaged in the generation, transmission and distribution of electric power. Since 1992 and the privatization of several state-owned companies, the Argentine governmentGovernment has reduced its control over the industry. However, as is the case in most other countries, the Argentine electric power industry remains subject to strict regulation and government intervention. Moreover, to address the Argentine economic crisis of 2001 and 2002, the Argentine governmentGovernment adopted Law No. 25,561 (the “Public“Public Emergency Law”Law”) and other regulations, which made a number of material changes to the regulatory framework applicable to the electric power sector. These changes have had significant adverse effects on electric power generation, distribution and transmission companies and included the freezing of distribution margins, the revocation of adjustment and inflation indexation mechanisms for tariffs, a limitation on the ability of electric power distribution companies to pass on to the consumer increases in costs due to regulatory charges and the introduction of a new price-setting mechanism in the WEM, all of which had a significant impact on electric power generators and caused substantial price differences within the market.
For example, in March 2013, pursuant to Resolution No. 95/13, issued by the former Secretariat of Energy, the Fernández de Kirchner administrationArgentine Government suspended the renewal of sales contracts in the term market and execution of new agreements in the WEM, and ordered that any demand not satisfied by Argentine generators must be directly supplied by CAMMESA. As a result, Argentine generators are required to supply capacity and energy to CAMMESA at prices fixed by the former Secretariat of Energy.
When the Macriprevious administration assumed office, the Argentine government hasGovernment initiated significant reforms to the Argentine electric power industry. On December 16, 2015, the Macri administration declared a state of emergency with respect to the national electric power system that remained in effect until December 31, 2017. The state of emergency allowed the Argentine governmentGovernment to take actions designed to guarantee the supply of electric power in Argentina, such as instructing the Ministry of Energy and Mining to elaborate and implement, with the cooperation of all federal public entities, a coordinated program to guarantee the quality and security of the electric power system and rationalize public entities’entities’ consumption of energy. In addition, the Argentine governmentGovernment and certain provincial governments have approved significant price adjustments and tariff increases applicable to certain generation and distribution companies. Following the tariff increases, preliminary injunctions suspending such increases were requested by customers, politicians and non-governmental organizations that defend customers’customers’ rights, which preliminary injunctions were granted by Argentine courts. Among the different rulings in this respect, two recent rulings issued by the Second Division of the Federal Court of Appeals for the City of La Plata and a federal judge from the San Martín district court led to the suspension of end-users tariff increases of electric power in the Province of Buenos Aires and in the whole territory of Argentina, respectively. Pursuant to these injunctions, (i) the end-user tariff increases granted as of February 1, 2016 were suspended retroactively to that date, (ii) end-user bills sent to customers were not to include the increase and (iii) the amounts already collected from end-users as a consequence of consumption recorded before these rulings had to be reimbursed. However, on September 6, 2016, the Supreme Court denied these injunctions that suspended end-users electric power tariff increases, arguing formal objections and procedural defects and therefore, as of the date of this annual report, increases of the electric power end-users tariffs are not suspended.
Pursuant to Resolution No. 522/16, the ENRE ordered a public hearing to be held to evaluate the proposals for the full tariff review filed by EDENOR and EDESUR for the period from January 1, 2017 to December 31, 2021. The hearing was held on October 28, 2016. A non-binding public hearing was conducted by the Ministry of Energy and Mining and the ENRE to discuss tariff proposals submitted by distribution companies covering the greater Buenos Aires area (with approximately 15 million inhabitants), including Edenor, for the 2017-2021 period within the framework of the RTI. Following such hearing, on January 31, 2017, the ENRE issued Resolution No. 63/17, pursuant to which such administrative authority approved the tariffs to be applied by EDENOR. In the same sense, Resolution No. 64/17 approved EDESUR’sEDESUR’s tariffs.
On February 1, 2017, the ENRE enacted several resolutions, which, among other policy changes, implemented a reduction of electric power tariff subsidies and an increase in electric power tariffs for residential customers. Such increases ranged between 61% and 148%, depending on to the amount of the consumer’sconsumer’s electric power consumption.
Regarding transmission tariffs, seven public hearings were held pursuant to Resolutions Nos. 601/16, 602/16, 603/16, 604/16, 605/16, 606/16 and 607/16 of the ENRE. In such public hearings, the tariff proposals filed by transmission companies Transener S.A., Distrocuyo S.A., Transcomahue S.A., Ente Provincial de Energía de NeuquéNeuquén, Transba S.A., Transnea S.A., Transnoa S.A. and Transpa S.A. for the period from January 1, 2017 to December 31, 2021 were evaluated. Pursuant to Resolutions Nos. 66/17, 68/17, 69/17, 71/17, 73/17, 75/17, 77/17 and 79/17, the ENRE approved the new applicable tariffs for such companies.
Additionally, in March 2016, the Secretariat of Electric Energy enacted Resolution SEE No. 22/16, through which it adjusted the electric power prices for the sale of energy by generation companies under the Energía Base. See “See “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations—Factors Affecting Our Results of Operations—Operations—Our Revenues—Revenues—The Energía Base.” The Secretariat of Electric Energy cited the fact that WEM prices have been distorted and discourage private sector investment in power generation and that it was necessary to raise tariffs to partially compensate for increasing operation and maintenance costs and to improve the cash flow generation capacity of these companies. On February 1, 2017, the tariff revision process was completed and the new tariff scheme for the following five-year period was enacted.
In a change of its criteria on policies applied in the electric power industry, on April 17, 2019, the Macri Administration announced that the tariffs applied by electricity distribution companies would not be increased during the rest of 2019. On February 22, 2021, Secretary of Energy issued Resolution 131, increasing 89% wholesale energy price purchased by Distribution companies for the supply of large customers.
In addition, on March 1, 2019, by means of Resolution SRRyME No. 1/19, the Argentine Government reduced prices for power capacity and energy under Energía Base, which had been previously increased by Resolution SEE No. 19/17. Furthermore, on February 27, 2020, the Secretary of Energy of the National Ministry of Production Development issued Resolution 31/20, which abrogated Resolution No. 1/19, reducing the remuneration scheme applicable from February 1, 2020 for Authorized Generators in the Wholesale Electricity Market, establishing Energía Base prices in Argentine pesos. We cannot assure you that further reductions of these tariffs will not occur in the future. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.”
The Argentine governmentGovernment has also established public bidding processes for the development of new generation projects from both thermal and renewable sources. These measures aim not only to satisfy domestic electric power demand, but also to promote investments in the electric power sector and improve the economic situation of the WEM, which, as discussed above, has faced challenges since 2001.
Notwithstanding the recent measures adopted by the Argentine government,Government, we cannot guarantee that the expected changes to the electric power sector will happen as expected, within the anticipated timeframe or at all. It is possible that certain measures may be adopted by the Argentine governmentGovernment that could have a material adverse effect on our business and results of operations, or that the Argentine governmentGovernment may adopt emergency legislation similar to the Public Emergency Law or other similar resolutions in the future that could have a direct impact on the regulatory framework of the electric power industry and indirectly adversely affect the electric power generation industry, and therefore, our business, financial condition and results of operations.
On December 23, 2019, the Solidarity Law was passed, by which the economic, financial, administrative, social, sanitary, tariff and energetic emergency was declared. In connection to our business such law provides that (i) natural gas tariffs and energy tariffs to the end user under federal jurisdiction shall remain unchanged for one hundred and eighty (180) days, commencing on December 23, 2019, and (ii) empowered the Executive branch to renegotiate tariffs under federal jurisdiction, either within the framework of the current comprehensive tariff reviews or through an extraordinary revision, in accordance with Law No. 24,065 (Régimen de Energía Eléctrica). In addition, the Solidarity Law also entitles the Executive branch to intervene the ENARGAS and the Federal Electricity Regulatory Agency (“ENRE”). In that context, the ENRE was intervened by virtue of Decree No. 277/2020 until December 31, 2020. By virtue of Decree No. 1,020/2020, the Executive branch established the begginig of the tariff revision negotiations (for transmission and distribution companies under federal jurisdiction) and extended the intervention of the ENRE for one more year or until the tariff revision process ends, whichever comes first. Likewise, on January 19, 2021, through Resolutions No. 16/2021 and 17/2021, the ENRE formally began the procedure for the temporary adjustment of tariffs of public energy transmission and distribution activities under federal jurisdiction, with the objective of establishing transitional tariffs, until a final renegotiation agreement is reached.
For further updates on the Argentine Government role in the electric power sector, please see “Item 4––Recent Developments”.
Electricity generators, distributors and transmitters have been materially and adversely affected by emergency measures adopted in response to Argentina’s economic crisis of 2001 and 2002, many of which remain in effect
Since the Argentine economic crisis of 2001 and 2002, Argentina’sArgentina’s electric power sector has been characterized by government regulations and policies that have resulted in significant distortions in the electric power market, particularly with respect to prices, throughout the whole value chain of the sector (generation, transmission and distribution). Historically, Argentine electric power prices were calculated in U.S. dollars and margins were adjusted periodically to reflect variations in relation to costs. In January 2002, the Public Emergency Law authorized the Argentine governmentGovernment to renegotiate its public utility contracts. Under this law, the Argentine governmentGovernment revoked provisions in the public utility contracts related to the adjustment and inflation indexation mechanism. Instead, the tariffs on such contracts were frozen and converted from their original U.S. dollar values to Argentine pesos at a rate of Ps.1.00 per US$1.00. For further information on the changes to the legal framework of the Argentine electric power industry caused by the Public Emergency Law, see “The“The Argentine Electric Power Sector.”
These measures, coupled with the effect of high inflation and the devaluationdepreciation of the peso in recent years, led to a significant decline in revenues and a significant increase of costs in real terms, which could no longer be recovered through margin adjustments or market price-setting mechanisms. This situation, in turn, led many public utility companies to suspend payments on their financial debt (which continued to be denominated in U.S. dollars despite the pesification of revenues), effectively preventing these companies from obtaining further financing in the domestic or international credit markets and making additional investments.
After declaring a state of emergency with respect to the national electrical system, the Argentine governmentGovernment increased electric power tariffs in the WEM under the Energía Base. Preliminary injunctions suspending such increases were requested by customers, politicians and non-governmental organizations, and recent rulings suspended the increases in the whole territory of Argentina. On September 6, 2016, the Supreme Court denied these injunctions that suspended end-users electric power tariff increases, and a public hearing to evaluate the proposals for a full tariff review filed by EDENOR and EDESUR was held on October 28, 2016. The tariff increases were approved on January 31, 2017. In addition, the Argentine governmentGovernment issued Resolution SE No. 21/16 calling for a public bid process for the installation of new generation capacity from both thermal and renewable sources, offering generators U.S. dollar-denominated rates linked to generation costs for newly available generation capacity. However, tariffs under the Energía Base remain well below historical levels although there have been important increases and they are now denominatedas of February 1, 2020 the Secretary of Energy established Energía Base prices in U.S. dollars which mitigates the effect of variations in the foreign exchange rate.Argentine pesos . These measures, or any future measures, may not be sufficient to address the existing structural problems, created by the economic crisis of 2001 and 2002 and its aftermath, and measures similar to those adopted during the economic crisis may not be enacted in the future.
On March 1, 2019, by means of Resolution SRRyME No. 1/19, the Argentine Government reduced prices for power capacity and energy under Energía Base, which had been previously increased by Resolution SEE No. 19/17. Furthermore, on February 27, 2020, the Secretary of Energy of the National Ministry of Production Development issued Resolution 31/20, which abrogated Resolution No. 1/19, reducing the remuneration scheme applicable from February 1, 2020 for Authorized Generators in the Wholesale Electricity Market, establishing Energía Base prices in Argentine pesos. We cannot assure you that further reductions of these tariffs will not occur in the future. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.”
See “—The Argentine Government has intervened in the electric power sector in the past, and is likely to continue intervening.”
We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and other customers in the electric power sector
For the years ended December 31, 20172020 and 2016, we derived2019, approximately 93.97%94% and 93.91%96%, respectively, of our total revenues from continuing operationscame from our sales to CAMMESA (under the Energía Base, the spot market and remuneration under Resolution No. 724/2008, relating to agreements with CAMMESA to improve existing power generation capacity), or 82.87% in 2017 and 74.66% in 2016 over our total revenues, from both continuing and discontinuing operations.CAMMESA. In addition, we receive significant cash flows from CAMMESA in connection with the FONINVEMEM and similar programs. Payments to us by CAMMESA, including installments in connection with returns from FONINVEMEM and similar programs, depend upon payments that CAMMESA in turn receives from other WEM agents such as electric power distributors as well as subsidies from the Argentine government.Government.
Regarding the CVO Agreement, effective as of March 20, 2018, CAMMESA granted the CVO Commercial Approval in the WEM, as a combined cycle, of the thermal plant Central Vuelta de Obligado, which entitled us to receive the collection of the trade receivables under the CVO Agreement. A PPA between the CVO Trust and CAMMESA, through which the CVO Trust makes energy sales and, consequently, receives the cash flow to pay the trade receivables, had to be signed to start the collections.
The PPA agreement was signed on February 7, 2019, with retroactive effect to March 20, 2018.
As a result, the original amortization schedule from the CVO Agreement is in full force and effect.
During 2019, we collected Ps. 11.5 billion in CVO receivables, measured in current amounts as of December 31, 2020. Subsequent installments have been collected on their respective due dates. During 2020, we collected Ps. 6.3 billion in CVO receivables, measured in current amounts as of December 31, 2020.
We also receive payments under term market contracts with CAMMESA and FONI trade receivables (only during 2019, as all remaining receivables were collected), which are denominated in U.S. dollars, and converted into Argentine pesos, at the exchange rate of the day prior to the due date of such monthly transaction or installment.
In recent years, due to regulatory conditions and long periods of frozen tariffs in Argentina’sArgentina’s electric power sector that affected the profitability and economic viability of power utilities, certain WEM agents defaulted on their payments to CAMMESA, which adversely affected CAMMESA’sCAMMESA’s ability to meet its payment obligations towith electric power generators, including us. In the recent past, when CAMMESA experienced a lack of funds to pay to generators, a significant amount of unpaid balances were converted into LVFVD. See “Business—FONINVEMEM and Similar Programs.” As a consequence of delays in payments that CAMMESA received from other WEM agents, in the past, we also saw delays in the payments we received under the Energía Base, receiving payments from CAMMESA within approximately 90 days of month-end, rather than the required 42 days after the date of billing. Such payment delays resulted in higher working capital requirements that we would typically finance with our own financing sources. SinceFrom September 2016 to November 2017 CAMMESA has paid without delays, and since then, there were periods in accordance withwhich CAMMESA experienced delays in paying (for further information on the duration of these delays see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk”). For example, for the monthly transaction related to Energía Base. However,Base and thermal PPAs of December 2020, with due date on February 10, 2021, we collected , 24.01% on March 5, 2021, 51.72% on March 15, 2021, and the rest on March 31, 2021. For these delays, we received interests from CAMMESA. Payments related to PPAs under the Renovar Regulatory Framework have not suffered delays. CAMMESA may once again be unable to make payments to generators both in respect of energy dispatched and generation capacity availability on a timely basis or in full, which may substantially and adversely affect our financial position and the results of our operations.
Due to the COVID-19 pandemic crisis, we have experienced, and we expect to continue experiencing delays in certain payments from CAMMESA. See “—The novel coronavirus could have an adverse effect on our business operations and financial conditions.”
Electricity demand may be affected by tariff increases, which could lead generation companies like us to record lower revenues
During the 2001 and 2002 economic crisis, electric power demand in Argentina decreased due to the decline in the overall level of economic activity and the deterioration in the ability of many consumers to pay their electric power bills. In the years following the 2001 and 2002 economic crisis, electric power demand experienced significant growth, increasing at an estimated average of approximately 3.86% per annum from 2002 through 2015 (despite a decline in 2009), due to its reduced cost as a result of certain energy subsidies, freezing of margins and elimination of inflation adjustment provisions in distribution concessions. In March 2016, the Argentine governmentGovernment unified and increased wholesale energy prices for all consumption in Argentina, eliminated certain energy subsidies and implemented an incentive plan (through discounts) for residential customers whose electric power consumption is at least 10.00% lower than their consumption for the same month of the previous year. Theseyear.These measures are currentlymay have caused a reduction in an early stageenergy demand in Argentina. Demand of implementation,electric energy decreased 2.3% in 2016, increased 2.7% in 2017, and we cannot ascertain as ofdecreased 2.5%, 2.16%, and 1.3 % in 2018, 2019 and 2020, respectively, in each case, with respect to the date of this annual report what the effect on our revenues could be.previous year. Any significant increase in energy prices to consumers (whether through a tariff increase or through a cut in consumer subsidies) could result in a decline in demand for the energy that we generate. Any material adverse effect on electric power demand, in turn, could lead electric power generation companies, like us, to record lower revenues and results of operations than currently anticipated.
Argentina has certain energy transmission and distribution limitations that adversely affect the capacity of electric power generators to deliver all of the energy they are able to produce, which results in reduced sales
The energy that generators are able tocan deliver to the transmission system for the further delivery to the distribution system at all times depends on the capacity of the transmission and distribution systems that connects them to it. TheIn the past, the transmission and distribution system are currently operatingoperated at near full capacity and both transmission and distributors maywere not be able to guarantee an increased supply of electric power to their customers. In the past years, the increase in demand for electric power resulted in blackouts in Buenos Aires and other cities around Argentina, which resultsresulted in excess capacity for generators. As a result, the amount of hydroelectric energy and thermal energy generated iswas larger than what the transmission and distribution systems are capable of transmitting or distributing. Any transmission or distribution limitation for generators could reduce the energy sold, which could adversely affect our financial condition.
Our equipment, facilities and operations are subject to environmental, health and safety regulations
Our generation business is 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 the relevant authorities and CAMMESA; however, it is possible that we could be subject to controls, which could result in penalties to be imposed on us, such as the termination of the HPDA Concession Agreement. In addition, future environmental regulations could require us to make investments in order to comply with the requirements set by the authorities, instead of making other scheduled investments and, as a result, could have a material adverse effect on our financial condition and our results of operations.
We operate in a heavily regulated sector that imposes significant costs on our business, and we could be subject to fines and liabilities that could have a material adverse effect on our results of operations
We are subject to a wide range of federal, provincial and municipal regulations and supervision, including laws and regulations pertaining to tariffs, labor, social security, public health, consumer protection, the environment and competition. Furthermore, Argentina has 23 provinces and one autonomous city (the City of Buenos Aires), each of which, under the Argentine National Constitution, has power to enact legislation concerning taxes, environmental matters and the use of public space. Within each province, municipal governments can also have powers to regulate such matters. Although the generation of electric power is considered an activity of general interest (actividad de interés general) subject to federal legislation, due to the fact thatsince our facilities are located throughout various provinces, we are also subject to provincial and municipal legislation. Future developments in the provinces and municipalities concerning taxes (including sales, security and health and general services taxes), environmental matters, the use of public space or other matters could have a material adverse effect on our business, results of operations and financial condition. Compliance with existing or future legislation and regulations could require us to make material expenditures and divert funds away from planned investments in a manner that could have a material adverse effect on our business, results of operations and financial condition.
In addition, our failure to comply with existing regulations and legislation, or reinterpretations of existing regulations and new legislation or regulations, such as those relating to fuel and other storage facilities, volatile materials, cyber security, emissions or air quality, hazardous and solid waste transportation and disposal and other environmental matters, or changes in the nature of the energy regulatory process may subject us to fines and penalties and have a significant adverse impact on our financial results.
A cyberattack could adversely affect our business, balance sheet, results of operations and cash flow
We depend on the efficient and uninterrupted operation of our inter-plant communication systems, for which we have all our links redundant, providing greater security and minimizing the risks of outage. Additionally, we have redundant links with CAMMESA. Temporary or long-lasting failures of our inter-plant communication systems, including their links redundant, could have a material adverse effect on our operations. In general, information security risks have increased in recent years as a result of the proliferation of new and more sophisticated technologies and also due to cyberattack activities. As part of our development and initiatives, more equipment and systems have been connected to the Internet. We also rely on digital technology including information systems to process financial and operational information. Due to the critical nature of our infrastructure and our business and the increased accessibility allowed through the Internet connection, we could face an increased risk of cyberattacks such as computer break-ins, phishing, identity theft and other disruptions that could negatively affect the security of information stored in and transmitted through our computer systems and network infrastructure. In the event of a cyberattack, we could experience an interruption of our commercial operations, material damage and loss of customer information; a substantial loss of income, suffering response costs and other economic losses; and it could subject us to more regulation and litigation and damage to our reputation. Although we intend to continue to implement security technology devices and establish operational procedures to prevent disruption resulting from, and counteract the negative effects of cybersecurity incidents, it is possible that not all of our current and future systems are or will be entirely free from vulnerability and these security measures will not be successful. Accordingly, cybersecurity is a material risk for us and a cyber-attack could adversely affect our business, results of operations and financial condition.
Our power plants 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 and financial performance
Our power generation units are at risk of mechanical or electrical failure and may experience periods of unavailability affecting our ability to generate electric power. For example, certain of our turbogenerators at the Puerto Complex, including generators 5, 6, 7 and 8, began operating in the 1960s and are, therefore, over 50 years old. Because of their age, these generators may face a higher risk of mechanical or electrical failure. AnyOur combined cycle plant located in the Puerto Complex has suffered major failures in the past, for example in the rotor of one of the gas turbines and in the generator. From April 11th, 2020 through July 15th, 2020, our Combined Cycle located in Luján de Cuyo, Mendoza, ran out of service due to an explosion followed by fire in one of the main Transformers. Our two 60 MW steam turbines also located in Mendoza ran on limited capacity during 2020 due to mechanical failures in the boilers. These failures have adversely affected our results of operations.Any other unplanned unavailability of our generation facilities may adversely affect our financial condition or results of operations.
Risks arise for our business from technological change in the energy market
The energy market is subject to far-reaching technological change, both on the generation side and on the demand side. For example, with respect to energy generation, the development of energy storage devices (battery storage in the megawatt range) or facilities for the temporary storage of power through conversion to gas (so-called “power-to-gas-technology”“power-to-gas-technology”), the increase in energy supply due to new technological applications such as fracking or the digitalization of generation and distribution networks should be mentioned.
New technologies to increase energy efficiency and improve heat insulation, for the direct generation of power at the consumer level, or that improve refeeding (for example, by using power storage for renewable generation) may, on the demand side, lead to structural market changes in favor of energy sources with low or zero carbon dioxide emissions or in favor of decentralized power generation, (for instance, via small-scale power plants within or close to residential areas or industrial facilities.)
If our business is unable to react to changes caused by new technological developments and the associated changes in market structure, our equity, financial or other position, or our results, operation and business, could be materially and adversely affected.
We may face competition
The power generation markets in which we operate are characterized by numerous strong and capable participants, many of which may have extensive and diversified developmental or operating experience (including both domestic and international) and financial resources similar to or significantly greater than ours. See “Item“Item 4.B. Business Overview—Overview—Competition.” An increase in competition could cause reductions in prices and increase acquisition prices for fuel, raw materials and existing assets and, therefore, adversely affect our results of operations and financial condition.
We compete with other generation companies for the megawatt of capacity that are allocated through public auction processes. On October 7, 2016, the Ministry of Energy finalized the auction process for the installation of new renewable energy units and granted awards in the amount of 1,108.65 MW, including one biomass project, 12 wind energy projects and four solar energy projects. Of these, we were awarded one wind energy project for 99 MW of generating capacity at the price of US$61.50 per MWh. On October 31, 2016, the Ministry of Energy and Mining, pursuant to Resolution No. 252/16, launched Round 1.5 of the RenovAR Program as a continuation of Round 1 and on November 25, 2016, granted awards in the amount of 1281.5 MW, including 10 wind energy projects and 20 solar energy projects. Of these, we were awarded one wind energy project for 48 MW of generating capacity at the price of US$59.38 per MWh. Following Rounds 1 and 1.5 of the RenovAR Program, the Ministry of Energy and Mining pursuant to Resolution No. 275/17, which launched Round 2 of the program on August 17, 2017, granted awards in the amount of 2,043 MW of renewable power capacity. We submitted bids for Round 2 of the RenovAR Program on October 19, 2017 and, on November 29, 2017, we were awarded a wind energy project called, “La“La Genoveva I,” which will allowallowed us to add an additional capacity of 86.6 MW to our portfolio and to continue to build a presence in the renewable energies sector.
The Secretariat of Electric Energy, pursuant to Resolution SEE No. 287-E/17, called for proposals for supply of electric power to be generated through existing units, the conversion of open combined cycle units into closed combined cycle units or the installation of co-generation units. We submitted bids on August 9, 2017, and, on September 25, 2017, we were awarded the two co-generation projects. Our newly awarded Terminal 6 San Lorenzo and LujáLuján de Cuyo projects have the following two sources of income: (i) electric power and electric energy sales to CAMMESA through PPAs with a 15-year term which are priced in U.S. dollars;dollars and (ii) steam sales pursuant to separate steam supply agreements with T6 Industrial S.A. and YPF, respectively, which are priced in U.S. dollars.
In addition, in 2015 and 2016, we have acquired four heavy-duty, highly efficient gas turbines and 130 hectares of land in the north of the Province of Buenos Aires, that could potentially allow us to develop new power capacity that could add 1,255 MW to our total installed capacity through one or more projects working under a simple cycle configuration. For example, we plan to useAires.One of the Siemens gas turbines is currently installed in the San Lorenzo Cogeneration project, delivering electricity to the market, and we expect that in the short term it will deliver steam to Terminal 6 facilities. The remaining two Siemens units are stored in Germany and we are evaluating sales possibilities. As a result, as of December 31, 2020, these two turbines were classified as property, plant and equipment available for sale, as described in Note 22.5 of our Audited Consolidated Financial Statements. With respect to the GE gas turbine, withwhich is already in Argentina, we are considering it for potential projects in the future and analyzing other prospects. However, there is uncertainty about the feasibility of new projects that would enable the use of the acquired turbines. We have recorded a capacity of 286 MW,charge for the Terminal 6 San Lorenzo co-generation project described above. Our objective is to use the remaining three units and the aforementioned land, in which we have already invested US$134 million, to participate in one or more projects, in future bidding processes called by the Argentine government for new generation capacity. Becauseimpairment of the competition among generation companies in these auction processes, we cannot predict whether we will be awarded the projects and whether we will be able to utilize these assets as intended. In addition, as of the date of this annual report, we have already paid SEK$381.37 million (which, converted at the exchange rate quoted by the Central Bank as of the date of each payment, equals US$45.46 million) to purchase two additional Siemens gas turbines and the GE gas turbine in the consolidated income statement for the year ended December 31, 2020. For more information, see Note 2.5 to our Luján de Cuyo project.Audited Consolidated Financial Statements and “Item 5.A. Operating Results—Critical Accounting Policies—Impairment of Property, Plant and Equipment”.
We and our competitors are connected to the same electrical grid that has limited capacity for transportation, which, under certain circumstances, may reach its capacity limits. Therefore, new generators may connect, or existing generators may increase, their outputs and dispatch more electric power to the same grid that would prevent us from delivering our energy to our customers. In addition, the Argentine governmentGovernment (or any other entity on its behalf) might not make the necessary investments to increase the system’ssystem’s capacity, which, in case there is an increase of energy output, would allow us and existing and new generators to efficiently dispatch our energy to the grid and to our customers. As a result, an increase in competition could affect our ability to deliver our product to our customers, which would adversely affect our business, results of operations and financial condition.
Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks
Our generation facilities, or the third-party fuel transportation or electric power transmission infrastructure that we rely on, may be damaged by flooding, fires, earthquakes 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 arising from catastrophic events, or significant additional costs to us not otherwise covered by business interruption insurance clauses. There may be an important time lag between a major accident, catastrophic event or terrorist attack and our definitive recovery from our insurance policies, which typically carry non-recoverable deductible amounts, and in any event are subject to caps per event. In addition, any of these events could cause adverse effects on the energy demand of some of our customers and of consumers generally in the affected market. Some of these considerations, could have a material adverse effect on our business, financial condition and our result of operations.
We may be subject to expropriation or similar risks
All or substantially all of our assets are located in Argentina. We are engaged in the business of power generation and, as such, our business or our assets may be considered by the government to be a public service or essential for the provision of a public service. Therefore, our business is subject to political uncertainties, including expropriation or nationalization of our business or assets, loss of concessions, renegotiation or annulment of existing contracts, and other similar risks. For example, the HPDA Concession Agreement pursuant to which we are permitted to operate our Piedra del Águila plant expires on December 29, 2023.
In such an event, we may be entitled to receive compensation for the transfer of our assets. However, the price received may not be sufficient, and we may need to take legal actions to claim appropriate compensation. Our business, financial condition and results of our operations could be adversely affected by the occurrence of any of these events.
Changes in regulatory frameworks under which we sell our electricity may affect our financial condition and results of operations
We currently sell our capacity availability and electricity under various regulatory frameworks, including the Energía Base and Energía Plus. See “Item 4.B. Business Overview—Our Customers” and “Item“Item 4.B. Business Overview— Overview—Our Customers” and “Item 4.B. Business Overview—The Argentine Electric Power Sector.”
On December 16, 2016, the Argentine governmentGovernment declared a state of emergency with respect to the national electrical system until December 31, 2017. 2017, which was followed by the adoption of certain measures, including increased electric power tariffs in the WEM under the Energía Base. In a change of its criteria on policies applied in the electric power industry, on April 17, 2019, the Argentine government announced that the tariffs applied by electricity distribution companies would not be increased during the rest of 2019.
On March 1, 2019, by means of Resolution SRRyME No. 1/19, the Argentine Government reduced prices for power capacity and energy under Energía Base, which had been previously increased by Resolution SEE No. 19/17. Furthermore, on February 27, 2020, the Secretary of Energy of the National Ministry of Production Development issued Resolution 31/20, which abrogated Resolution No. 1/19, reducing the remuneration scheme applicable from February 1, 2020 for Authorized Generators in the Wholesale Electricity Market, establishing Energía Base prices in Argentine pesos. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.”
In April 2019, the Argentine Government announced that tariffs would not be increased for the rest of the year, suspending increases projected for May and August 2019. The Government absorbed the cost of such delays on tariffs updates. On February 22, 2021, Secretary of Energy issued Resolution 131, increasing by 89% the wholesale energy price purchased by Distribution companies for the supply of large customers.
The Solidarity Law enacted on December 23, 2019 declared the economic, financial, administrative, social, sanitary, tariff and energetic emergency and, from February 1, 2020, the Argentine government established a new remuneration scheme for Authorized Generators in the Wholesale Electricity Market, setting Energía Base prices in Argentine pesos (see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.”)The Solidarity Law froze tariffs applied by distribution and transmission companies under federal jurisdiction for a 180-day period, at the values effective as of December 23, 2019. In addition, the Solidarity Law empowered the Executive branch to renegotiate tariffs effective as of such date aiming to reduce the tariff burden placed on households, stores and industrial facilities for the year 2020. Through the Solidarity Law, the Argentine Government also invited provinces to freeze and review tariffs applied by distribution and transmission companies under provincial jurisdiction.
On December 16, 2020, the Executive branch issued Decree No. 1020/2020, which establishes the beginning of the tariffs revision negotiations for gas and energy transmission and distribution companies under federal jurisdiction. Likewise, on January 19, 2021, through Resolutions No. 16/2021 and 17/2021, the ENRE formally began the procedure for the temporary adjustment of tariffs of energy transmission and distribution activities under federal jurisdiction, with the objective of establishing transitional tariffs, until a final renegotiation agreement is reached.
We cannot assure you what further changes the Argentine governmentGovernment may make to the Energía Base or the other regulatory frameworks under which we sell power availability or electricity, including whethernor that these changes future changes will not negatively impact our results of operations. Moreover, we cannot assure you under what regulatory framework we will be able to sell our generation capacity and electricity in the future.
The factors mentioned above for both our operation of power generation and the projects under construction/development, may also lead to an impairment of property, plant and equipment and intangible assets, related to a reduction in the assessed value-in-use of certain assets that may exceed their previously-recorded book value.
Risks Relating to Our Business
Our results depend largely on the compensation established by the Secretariat of Electric Energy and received from CAMMESA
Since the enactment of Resolution SE No. 95/13, issued by the former Secretariat of Electric Energy, as amended, our compensation has depended largely on the variable compensation determined by energy output and availability. This resolution was replaced in February 2017 by Resolution SEE No. 19/17, issued by Secretariat of Electric Energy. Energy, which in turn was replaced by the Resolution SRRyME No. 1/19. Furthermore, on February 27, 2020, the Secretary of Energy of the National Ministry of Production Development issued Resolution 31/20, which abrogated Resolution No. 1/19, reducing the remuneration scheme applicable from February 1, 2020 for Authorized Generators in the Wholesale Electricity Market, establishing Energía Base prices in Argentine pesos. We cannot assure you that further reductions of these tariffs will not occur in the future. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.”
Except for sales under contracts, revenues from energy production are calculated and paid by CAMMESA under the Energía Base based onpursuant to a fixed and variable costsprices system which was determined byarising from the Secretariat of Electric Energy pursuant to the new Resolution SEE No. 19/17.31/20, and set in Argentine pesos. See “Item“Item 5.A. Operating Results—Results—Factors Affecting Our Results of Operations—Operations—Our Revenues—Revenues—The Energía Base”Base” and “Item“Item 3.D. Risk Factors—Factors—Risks Relating to the Electric Power Sector in Argentina—Argentina—We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and other customers in the electric power sector.” These The tariffs under the Energía Base which werehad been increased in February, May and November 2017 are denominated in U.S. dollars. The resulting sales are converted into Argentine pesos atpursuant to Resolution SEE No. 19/17. However, on March 1, 2019, pursuant to Resolution SRRyME No. 1/19 the exchange rate asprices for power capacity and energy under Energía Base were decreased. Further, on February 27, 2020, the Secretary of Energy of the last dayNational Ministry of Production Development issued Resolution 31/20, which abrogated Resolution No. 1/19, reducing the remuneration scheme applicable from February 1, 2020, for Authorized Generators in the Wholesale Electricity Market, establishing Energía Base prices in Argentine pesos. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.”
On April 8, 2020, the Secretary of Energy instructed CAMMESA to postpone until further notice the application of the monthmechanism for updating the prices of energy and capacity provided for in Annex VI of Resolution 31/20. Since the settlement of the transactiontransction due on March 2020, CAMMESA has not applied the aforementioned mechanism, which has caused and are paid 42 days later.may continue to cause a material adverse effect on our business and results of operations.
As a result of this system, our revenues are highly dependent on actions taken by regulatory authorities. Any changeThe continued suspension of price update mechanisms, lack of regulated tariffs increases by the Argentine Government and/or delays to implement such increases in the current systema timely manner could have a material adverse effect on our revenues and, as a result, our results of operations.
Factors beyond our control may affect our ability to win public bids for new generation capacity, or affect or delay the completion of new power plants once we have beenthe awarded projects, or alter our plans for the expansion of our existing plants
However, due to the outbreak of COVID-19, the COD of this plant as closed combined cycle may be further delayed. Accordingly, we have already invested US$134 million,sent a notice to participate, through one or more projects, in future bidding processes called byCAMMESA informing about this situation to avoid potential penalties. The Company has requested, both CAMMESA and the Argentine government for new generation capacity. BecauseSecretariat of Energy, the extension of the competitionnew commercial authorization of Terminal 6 - San Lorenzo until July 30, 2021. For further information see “Item 3.D Risk Factors—Risk Relating to Our Business—The novel coronavirus could have an adverse effect on our business operations and financial conditions”.
With regards to projects currently under development or new potential projects, several factors may affect, delay or cancel the completion of such projects currently under development or new projects: a) sustained or prolonged COVID-19 outbreak, a resurgence or the emergence of a new strain of coronavirus for which current vaccines may be less effective and their respective effects, b) the economic recession in Argentina, c) the decrease in demand of electric energy, d) the lack of available financing, and e) the reduction in the prices of electric energy for power units under Energía Base beginning in February 2020 (Res. 31/20), among generation companiesothers.
Regarding our projects currently under development, in these auction processes, we cannot predict whether we will beJune 2019, Central Puerto was awarded the acquisition of the Brigadier Lopez Power plant from IAESA (formerly ENARSA), pursuant to the National and International Public Tender No. CTBL 1/2018. The Company purchased the Brigadier López Power Plant and assumed certain assets and liabilities relating to such plant. In 2010, ENARSA began the construction of the plant and in 2012 reached the Commercial Operation Date (COD) of the open cycle Gas Turbine with a capacity of 280.50 MW, completing the first stage of the project. In accordance to the Public Tender No. CTBL 1/2018, Central Puerto acquired the plant with the objective of installing the existing steam turbine, which will add a capacity of 140 MW in a combined cycle configuration, reaching a total capacity of 420 MW. Such expansion does not have a committed date to be completed. As of the date of this annual report, due to the factors mentioned above, the plant’s expansion has not begun yet.
Furthermore, in August 2018, Central Puerto purchased the solar project El Puesto, located in the Province of Catamarca. This solar energy project is authorized to sell up to 12 MW of power to private purchasers under MATER. The original committed COD for this project was August 2020. According to the provisions of Resolution No. 281-E/17, which regulates the MATER projects, Central Puerto has provided CAMMESA with a first demand guarantee of US$250,000 per MW. The committed COD may be extended for a period of up to one hundred eighty (180) days by CAMMESA, if the following conditions are met:
a) the extension is requested at least thirty (30) days before the expiration of the original term and whether we willit is proven that one hundred and eighty (180) days before said expiration the project reached at least a progress in the construction of sixty percent (60%), or
b) regardless of the progress achieved in the construction, the extension is requested before the expiration of the term and, together with the request, the amount of pesos equivalent to one thousand five hundred US dollars per megawatt for every thirty (30) days of requested extension is paid to CAMMESA. The request and payment may be ablemade every thirty (30) days and for each thirty (30) days extension requested, for a maximum of one hundred eighty (180) days of extension;
c) in the cases contemplated in a) and b) above, with the first request for an extension, the first demand guarantee is increased by US$62,500 per megawatt.
Before the expiration of the extension of up to utilize these assets as intended. In addition,one hundred and eighty (180) days previously provided, the project holders may request CAMMESA for an additional extension, for a maximum period of three hundred sixty (360) days, regardless of the progress in the construction achieved. Along with the request, they must pay CAMMESA the amount of pesos equivalent to four thousand five hundred United States dollars (US$ 4,500) per megawatt for each thirty (30) days of extension requested. The request and payment may be made every thirty (30) days and for the period of extension requested, for a maximum of three hundred sixty (360) days of extension.
If Central Puerto fails to timely achieve the committed COD, including the extensions that Central Puerto may have requested, the Company may be subject to penalties.However, as of the date of this annual report, we have already paid SEK$381.37 million (which, converted atdue to the exchange rate quoted byfactors mentioned above, the Central Bank asconstruction has not begun. In this regard, the Association of Electric Energy Generators of the dateRepublic of Argentina (Asociación de Generdores de Energía Eléctrica de la República Argentina, AGEERA), and the chamber that groups all the electric power generators of the country, and Wind Chamber of Argentina (Cámara Eólica Argentina), a chamber that groups wind power generators, from which, in both cases, Central Puerto is part of, have formally informed CAMMESA of the consequences that the Quarantine and the rest of the measures to contain the COVID-19 pandemic crisis, have and may potentially have on the projects under construction and requested that such circumstances should be taken into account in terms of the schedule of each payment, equals US$45.46 million)projects, in order to purchase two additional Siemens gas turbines for our Lujáavoid penalties due to the extraordinary circumstances. We cannot assure that such penalties could be effectively avoided.n de Cuyo project.
Delays in construction or commencement of operations of expanded capacity in our existing power plants or our new power plants could lead to an increase in our financial needs and also cause our financial returns on new investments to be lower than expected, which could materially adversely affect our financial condition and results of operations. Furthermore, delays in the commencement of operation of our three gas turbines has negatively affected its estimated recoverability. See “Item 5.A. Operating Results—Critical Accounting Policies—Impairment of Property, Plant and Equipment”.
Factors that may impact our ability to commence operations at our existing power plants, expand their power capacity or build new power plants include: (i) the failure of contractors to complete or commission the facilities or auxiliary facilities by the agreed-upon date or within budget; (ii) the unexpected delays of third parties such as gas or electric power distributors in providing or agreeing to project milestones in the construction or development of necessary infrastructure linked to our generation business; (iii) the delays or failure by our turbine suppliers in providing fully operational turbines in a timely manner; (iv) difficulty or delays in obtaining the necessary financing in terms satisfactory to us or at all; (v) delays in obtaining regulatory approvals, including environmental permits; (vi) court rulings against governmental approvals already granted, such as environmental permits; (vii) shortages or increases in the price of equipment reflected through change orders, materials or labor; (viii) opposition by local and/or international political, environmental and ethnic groups; (ix) strikes; (x) adverse changes in the political and regulatory environment in Argentina; (xi) unforeseen engineering, environmental and geological problems; and (xii) adverse weather conditions, natural disasters, accidents or other unforeseen events.events, and (xiii) the Covid-19 pandemic crisis (See “Item 3.D. Risk Factors—Risks Relating to Argentina”, in particular “—the Novel Coronavirus could have an adverse effect on our business operations and financial conditions”, which describes the potential impact of COVID-19 over certain of our projects.”). Any cost overruns could be material. In addition, any of these other factors may cause delays in the completion of expanded capacity at our existing power plants or the construction of our new power plant, which could have a material adverse effect on our business, financial condition and results of operations. These delays may also result in short-term sanctions by CAMMESA and, in extreme cases, sanctions for the duration of the contract.
Our business may require substantial capital expenditures for ongoing maintenance requirements and the expansion of our installed generation capacity
Incremental capital expenditures may be required to fund ongoing maintenance necessary to maintain our power generation and operating performance and improve the capabilities of our electric power generation facilities. Furthermore, capital expenditures will be required to finance the cost of our current and future expansion of our generation capacity. If we are unable to finance any such capital expenditures in terms satisfactory to us or at all, our business and the results of our operations and financial condition could be adversely affected. Our financing ability may be limited by market restrictions on financing availability for Argentine companies. See “—“—Risk Relating to Argentina— A lack ofArgentina— Argentina’s ability to obtain financing for Argentine companies duefrom international markets is limited, which could affect its capacity to the unresolved litigation with holdout bondholders,implement reforms and sustain economic growth, and may negatively impact our financial condition or cash flows”flows” and “Item“Item 4.B. Business Overview.”
Covenants in our indebtedness could adversely restrict our financial and operating flexibility
Some of our current indebtedness (including the debt of our subsidiaries, some of which is guaranteed by us) includes, and our future indebtedness may include, affirmative and restrictive covenants that limit our ability to create liens, incur additional indebtedness, making capital expenditures, dispose of our assets, pay dividends or consolidate, merge or sell part of our businesses, and require us to maintain certain financial ratios. See “Item 5.B. Liquidity and Capital Resources—Indebtedness.” These restrictions may limit our ability to operate our business 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 or the failure to meet any of such conditions could result in a default under the relevant indebtedness. Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If any such default occurs, the holders of such indebtedness may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding amounts, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. Further, any such default occurs, it could could, in turn, result in a default and acceleration of our other outstanding debt obligations, which would have a further material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations. If any of our debt were to be accelerated, our assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration.
We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition and results of operations.
Factors beyond our control may impair our ability to meet our debt obligations or increase the cost of financing, which in turn, could have a material adverse effect on our cash flow, results of operations and overall financial position. For instance, in December 2020, the Company refinanced the terms of the Brigadier Lopez Loan from Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC to comply with Communications “A” 7106 of the Argentine Central Bank, and is currently mainaining negotiations with such creditor banks with the aim of rescheduling installments becoming due in June, September and December 2021 to comply with Communication “A” 7230 of the Argentine Central Bank. See “—Exchange controls and restrictions on capital inflows and outflows could limit the availability of international credit and could threaten the financial system, adversely affecting the Argentine economy and, as a result, our business” and “—Significant fluctuations in the value of the peso could adversely affect the Argentine economy and, in turn, adversely affect our results of operations.” The amendment of Brigadier Lopez Loan contains a more restrictive covenant package than under the original loan. See”Item 5.A. Operating Results—Indebtedness—Loan from Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC.”
There is no assurance that we will be able to extend the maturity or otherwise refinance our outstanding indebtedness, or that we may be required to agree to refinancing terms that may be materially less favorable than the terms of our current loans. Any amendment to or refinancing of our indebtedness could result in higher interest rates and may require us to comply with more burdensome restrictive covenants, which may have a material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations.
If we are unable to refinance our debt in favorable terms, we may be forced to reduce or delay capital expenditures seek additional equity capital, restructure our debt, curtail or eliminate our cash dividend to stockholders, or sell assets. Non-payment of our obligations or any other default under any of our debt instruments could, in turn, result in a default and acceleration of our other outstanding debt obligations, which would have a further material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations. If any of our debt were to be accelerated, our assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration.
The non-renewal or early termination of the HPDA Concession Agreement would adversely affect our results of operations
The HPDA Concession Agreement executed between us and the Argentine government,Government, pursuant to which we are permitted to operate our Piedra del ÁguilaÁguila plant, expires on December 29, 2023.2023 and does not provide for an automatic renewal. This plant has a total installed capacity of 1,440 MW, and it represented approximately 28.30% of our generation from continuing operations and 22.59%24% of our total electric energy generation, and 20.39% of our revenues from continuing operations in 2017 and 14.90%12.34% of our total revenues in 2017.2020 (or 17.72% excluding income related to the self-supplied fuel under Res. 70/18). We currently intend to renew the HPDA Concession Agreement prior to its expiration. If the HPDA Concession Agreement expires without renewal, we will be required to revert the assets to the Argentine government.Government. The HPDA Concession Agreement also contains various requirements related to the operation of the hydroelectric plant and compliance with laws and regulations. The non-performance of the HPDA Concession Agreement could give rise to certain penalties and even the termination of the concession. If the concession were terminated, it would be granted to a new company organized by the Argentine governmentGovernment and a tender offer would be carried out for selling the new company’scompany’s shares of stock. The proceeds to be received by us in such tender offer would be calculated based on a formula in which the proceeds of the tender decrease as the expiration of the concession term comes closer. Any non-renewal or early termination of the HPDA Concession Agreement would materially and adversely affect our financial condition and results of operation.
Our interests in TJSM, TMB and CVOSA maywill be significantly diluted
As of the date of this annual report,December 31, 2020, we havehad a 30.8752% interest in TJSM and a 30.9464% interest in TMB, both companies that are engaged in managing the purchase of equipment, building, operating and maintaining power plants constructed under the FONINVEMEM program. We have the right to name two out of nine directors on the board of directors of each company. As of the date of this annual report, we also own 56.19% of CVOSA, the company that operates the thermal power plant in Timbues. Timbúes.
After ten years of operations, of each company (which will occur on February 2, 2020 for TJSM January 7, 2020 forand TMB and March 20, 2028 for CVOSA), each company isare entitled to receive property rights to such power plants from the respective trusts currently holding such power plants. At such time, sincethe term of the trusts expires and the Argentine governmentGovernment, that financed part of the construction, it willshould be incorporated as a shareholder of TJSM TMB and CVOSA, andTMB. Consequently, our interests in TJSM and TMB and CVOSA maywill be significantly diluted. In the case of TMB and TJSM, the ten-year period expired on January 7, 2020 and on February 2, 2020, respectively. From such dates, during the following 90-days, TJSM and TMB we cannot estimateand their shareholders had to perform all the exact effectsnecessary acts to allow the Argentine Government to receive the corresponding shares in the equity stake of such potential dilution dueTJSM and TMB that their contributions entitle the Argentine Government to receive.
On January 3, 2020, before the aforementioned 90 days period commenced, the Argentine Government sent a notice to the factCompany (together to TSM, TMB and to other generation companies that are shareholders of TJSM and TMB) stating that, in accordance with FONINVEMEM Agreement, TJSM and TMB should perform all necessary acts to incorporate the Argentine Government as shareholder of both companies, claiming, in each case, the following equity interest rights: 65.006% in TMB and 68.826% in TJSM.
On January 9, 2020, the Company, together with the other generation companies, shareholders of TJSM and TMB, replied such notice stating that the Argentine government’s stake in these companies depends onGovernment’s equity interest claims did not correspond with the funds provided by the Argentine governmentcontributions made for the construction of the power plants under the terms of the FONINVEMEM Agreement that give rights to claim such equity interest. On March 4, 2020, the Argentine Government reiterated its previous claim to the Company.
In March 2020, Central Puerto filed an administrative appeal against the Argentine Government challenging their acts referred to above (the “Claim”). Pursuant to this Claim, the position of the shareholders of TJSM and TMB is that the Argentine Government equity interest in each plant,of the companies should be lower but its incorporation as a shareholder in such companies is unchallenged. Therefore, even if we are successful with our Claim, our interests on TJSM and TMB will be significantly diluted. Further, TJSM and TMB invoked the restrictions imposed by the Argentine Government since March 20, 2020 to address the outbreak of COVID-19 as a force majeure event that made the above mentioned 90-day period impossible to comply with.
On May 4, 2020 and May 8, 2020, the extraordinary shareholders’ meetings of TMB and TJSM, respectively, approved the incorporation of the Argentine Government as shareholder of TJSM and TMB. In each of the extraordinary shareholders’ meetings, the approved equity interest that was approved was the equity interest that the Argentine Government claims that it is entitled to, which is: 65.006% in TMB and 68.826% in TJSM. The subscription of the Argentine Government´s shares in TMB and TJSM should be accepted by the Argentine Government.
In each of the shareholders’ meetings, Central Puerto (and other shareholders), made the corresponding reservation of rights to continue with the Claim, and expressly stated that the incorporation of the Argentine Government as a shareholder in TMB and TJSM was approved for the sole purpose of achieving the transfer of the trust assets -which includes, among others, the power plants- from the respective trusts to TJSM and TMB.
On March 11, 2021, the Argentine Government has not yet been defined. subscribed its shares and the equity of the shareholders of TJSM and TMB were diluted. In the case of our equity interest, from 30.8752% to 9,6269% in TJSM and from 30.9464% to 10,8312% in TMB.
Additionally, on January 7, 2020 and on January 9, 2020, Central Puerto, together with the other shareholders of TJSM and TMB (as guarantors within the framework and the limits stated by the FONINVEMEM Agreement, the Note SE no. 1368/05 and the trust agreements), BICE, TJSM, TMB and the Energy Secretariat amended the Operation and Maintenance Agreement of the Manuel Belgrano Thermal Facility (the “TMB OMA”) and the Operation and Maintenance Agreement of the San Martín Thermal Facility ( the “TJSM OMA”), respectively. The amendments to the TMB OMA and TJSM OMA extended the agreements until each of the trust’s liquidation effective date.
In the case of CVOSA, althoughwhen the effectCVO Trust term expires after ten years of operation of the potential dilution has also not yet been defined for the same reasons,respective power plant the Argentine government’sGovernment will be incorporated as shareholder, with a stake in CVOSA will beof at least 70% pursuant to FONINVEMEM arrangements for CVOSA. AnyThe dilution of our interest in TJSM and TMB or CVOSA could reduce our income which couldfrom these power plants, adversely affectaffecting our results of operations. Similar consequences will take place when the Argentine Government incorporates as a shareholder of CVOSA and our equity interest in that company is diluted. See “Item“Item 4.B. Business Overview—Overview—FONINVEMEM and Similar Programs.”
Future changes in the rainfall amounts in the Limay River basin could adversely affect the revenues from the Piedra del Águila concession and, therefore, our financial results
As a hydroelectric facility, Piedra del ÁguilaÁguila depends on the availability of water resources in the Limay River basin for electric power generating purposes, which in turn depends on the rainfall amounts in the area.area and water from thaw. In 1996, 2007, 2012 and 2012,2020, and in particular in 1998, 1999 and 2016, the area experienced record-low rainfall levels. Lack of water resulted in lower electric power generation and, therefore, lower revenue. However, rainfall levels, and therefore electric generation, were significantly higher than average during 1995, 2001, 2002, 2005 and 2006. For morefurther information about Piedra del Águila’sÁguila’s seasonality, see “Item“Item 4.B. Business Overview—Overview—Seasonality.”
In the event of critically low water levels, the Intergovernmental Basin Authority, which is in charge of managing the basin of the Limay, NeuquéNeuquén and Negro rivers, is entitled to manage the water flows according to its flow control standards, which could result in lower water resources for us, which in turn, would result in decreased generation activities. Further, under the HPDA Concession Agreement, we are not entitled to receive any compensation for revenue losses as a result of such actions.
The Limay River basin’sbasin’s flow may not be sufficient to maintain a regular generation level at Piedra del ÁguilaÁguila and the enforcement authority may implement unfavorable measures for Piedra del Águila,Águila, and therefore, for us, which could adversely affect our financial condition and our results of operations.
Our ability to operate wind farms profitably is highly dependent on suitable wind and associated weather conditions
The amount of energy generated by, and the profitability of, wind farms are highly dependent on climate conditions, particularly wind conditions, which can vary materially across locations, seasons and years. Variations in wind conditions at wind farm sites occur as a result of daily, monthly and seasonal fluctuations in wind currents and, over the longer term, as a result of more general climate changes and shifts. Because turbines will only operate when wind speeds fall within certain specific ranges that vary by turbine type and manufacturer, if wind speeds fall outside or towards the lower end of these ranges, energy output at our wind farms would decline.
If in the future the wind resource in the areas where our wind farms are located is lower than expected, electricity production at such wind farms would be lower than expected and consequently could materially adversely affect our results of operations.
Our insurance policies may not fully cover damage, and we may not be able to obtain insurance against certain risks
We maintain insurance policies intended to mitigate our losses due to customary risks. These policies cover our assets against loss for physical damage, loss of revenue and also third-party liability. However, we may not have sufficient insurance to cover any particular risk or loss. If an accident or other event occurs that is not covered by our current insurance policies, such as cybersecurity risk, we may experience material losses or have to disburse significant amounts from our own funds, all of which could have a material adverse effect on our operations and financial position. In addition, an insufficiency in our insurance policies could have an adverse effect on us. In such case, our financial condition and our results of operations could be adversely affected. See “Item“Item 4.B. Business Overview—Overview—Insurance.”
Our generation operations require us to handle hazardous elements such as fuels, which could potentially result in damage to our facilities or injuries to our personnel
Although we comply with all applicable environmental safety laws and best practices, any accident involving the fuels with which we operate could have adverse environmental consequences and could damage our industrial facilities or our personnel. See “—Our power plants 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 and financial performance.”
Any structural damage to the dam or any other structure located in any of our hydroelectric plants could compromise its electric power generating capacity. Any generation constraints resulting from structural damage could have a material adverse effect on our financial condition and results of operations.
We may be exposed to lawsuits and or administrative proceedings that could adversely affect our financial condition and results of operations
In the ordinary course of our business we enter into agreements with CAMMESA and other parties. Even though we do not currently have any material litigation or administrative proceeding, litigationLitigation and/or regulatory proceedings are inherently unpredictable, and excessive verdicts do occur. Adverse outcomes in lawsuits and investigations could result in significant monetary damages, including indemnification payments, or injunctive relief that could adversely affect our ability to conduct our business and may have a material adverse effect on our financial condition and results of operations.
Energy demand is seasonal, largely due to climate conditions
Energy demand fluctuates according to the season and climate conditions may materially and adversely impact energy demand. During the summer (December through March), energy demand may increase significantly due to the need for air conditioning and, during winter (June through August), energy demand may fluctuate according to the needs for lighting and heating. As a result, seasonal changes could materially and adversely affect the demand for energy and, consequently, affect our results of operations and financial condition (in particular sales derived from the Energía Plus regulatory framework, which is dependentdepend on demand rather than on capacity committed under contract).
We may undertake acquisitions and investments to expand or complement our operations that could result in operating difficulties or otherwise adversely affect our financial conditions and results of operations
In order to expand our business, from time to time, we may carry out acquisitions and investments which offer added value and are consistent with or complementary to our business strategy.
For example, in 2015, we acquired: (i) a direct and indirect interest of 24.99% in DGCU’sDGCU’s stock capital; and (ii) a direct and indirect interest of 44.10% of DGCE’sDGCE’s stock capital, both of which operate in a highly regulated industry. Following the Merger between IGCE, IGCU, RPBC and MAGNA (See Item 4.A - Merger between IGCE, IGCU, RPBC and MAGNA), as of the date of this annual report, we hold a 42.31% interest in IGCE, the controlling company of DGCU and DGCE. IGCE holds a 51.00% interest in DGCU, and therefore, we indirectly hold a 21.5781% equity interest in DGCU. As of the date of this annual report, we hold a 42.31% interest in IGCE and a direct 17.20% interest in DGCE. Therefore, we hold, directly and indirectly, a 40.593199% interest in DGCE.
The results of these companies’companies’ operations are influenced by the applicable regulatory framework and the interpretation and enforcement of such regulatory framework by ENARGAS, the governmental authority created to regulate privatized natural gas transmission and distribution companies. Their licenses are subject to revocation under certain circumstances. If any of these events were to occur, it could have a material adverse effect on them and, as a result, on us.
In connection with potential acquisition and investment transactions, we may be exposed to various risks, including those arising from: (i) not having accurately assessed the value, future growth potential, strengths, weaknesses and potential profitability of potential acquisition targets; (ii) difficulties in successfully integrating, operating, maintaining or managing newly-acquired operations, including personnel; (iii) unexpected costs of such transactions; (iv) difficulties in obtaining the necessary financing and successfully reaching any required financial closing; or (iv)(v) unexpected contingent or other liabilities or claims that may arise from such transactions. If any of these risks were to materialize, it could adversely affect our financial condition and results of operations.
If we were to acquire another energy company in the future, such acquisition could be subject to the Argentine Antitrust Authority’s approval
The Antitrust Law No. 27,442 provides that any transactions involving the acquisition, transfer or control of another company’scompany’s assets will be subject to the ComisiónAutoridad Nacional de Defensa de la Competencia (CNDC) (“(“Argentine Antitrust Authority”Authority”) prior consent and approval in the event that (i)the sum of the total revenuesturnover of all the companies involved for the last fiscal year exceeds the sumequivalent of Ps.200one hundred million (100,000,000) “mobile units” (which value is actualized annualy in Argentina; and (ii)line with the transaction amount or the value of the transferred assets located in Argentina exceeds Ps.20 million.IPC).
The Argentine Antitrust Authority will determine whether any acquisition subject to its prior approval negatively impacts competitive conditions in the markets in which we compete or adversely affects consumers in these markets. Although we are not contemplating any business combination as of the date of this annual report, if the Argentine Antitrust Authority were to reject any business combination or if such authority were to take any action to impose conditions or performance commitments on us as part of the approval process for any business combination, it could adversely affect our financial condition and results of operations and prevent us from achieving the anticipated benefits of such acquisition.
We depend on senior management and other key personnel for our current and future performance
Our current and future performance depends to a significant degree on our qualified senior management team, and on our ability to attract and retain qualified management. Our future operations could be harmed if any of our senior executives or other key personnel ceased working for us. Competition for senior management personnel is intense, and we may not be able to retain our personnel or attract additional qualified personnel. The loss of a member of senior management may require the remaining executive officers to divert immediate and substantial attention to fulfilling his or her duties and of seeking a replacement. Any inability to fill vacancies in our senior executive positions on a timely basis could harm our ability to implement our business strategy, which would harm our business and results of operations.
We could be affected by material actions taken by the trade unions
Although we have stable relationships with our work force, in the past we experienced organized work stoppages and strikes, and we may face such work stoppages or strikes in the future. Labor claims are common in the Argentina energy sector, and in the past, unionized employees have blocked access and caused damages to the facilities of various companies in the industry. Moreover, we have no insurance coverage for business interruptions caused by workers’workers’ actions, which could have an adverse effect on our results of operations.
Moreover, the Argentine government has enacted laws and regulations requiring private sector companies to maintain certain salary levels and provide their employees with additional benefits. On December 13, 2019, the Argentine Government published a Decree of Necessity and Urgency No. 34/2019 ("Decree 34/2019") declaring the public emergency in labor matters for a term of 180 days as from the date of its entry into force. In this context, during the term of the labor emergency, in the event of dismissal without cause of an employee hired prior to such Decree 34/2019, the affected workers would be entitled to receive an amount equal to the double severance payment that is required under the legislation in force, including all the indemnification items originated on the occasion of the termination of the employment relationship. This requirement was not applicable to employees hired after the entry into force of Decree 34/2019. The provisions of Decree 34/2019 are not applicable within the scope of the National Public Sector as defined in Section 8 of Law No. 24,156, as amended, regardless of the legal regime to which the personnel of the agencies, companies, enterprises or entities comprising it are subject to. The public emergency in labor matters established by Decree 34/2019 and the double severance payment requirement were successively extended by Decrees of Necessity and Urgency No. 528/2020, 961/2020 and 39/2021, until December 31, 2021. Decree No. 39/2021 also extended the prohibition of dismissals without cause and on the grounds of lack or reduction of work and force majeure for a term of 90 calendar days as from the expiration of the term established by Decree No. 891/2020, (i.e., April 25, 2021), and extended the prohibition of suspensions on the grounds of force majeure or lack or reduction of work for a term of 90 calendar days as from the expiration of the term established by such Decree No. 891/2020. (i.e., April 25, 2021),
We are subject to anticorruption, anti-bribery, anti-money laundering and other laws and regulations
We are subject to anti-corruption, anti-bribery, anti-money laundering and other laws and regulations. We may be subject to investigations and proceedings by authorities for alleged infringements of these laws. Although we perform compliance processes and maintain internal control systems, these proceedings may result in fines or other liabilities and could have a material adverse effect on our reputation, business, financial conditions and result of operations. If any such subsidiaries, employees or other persons engage in fraudulent, corrupt or other unfair business practices or otherwise violate applicable laws, regulations or internal controls, we could become subject to one or more enforcement actions or otherwise be found to be in violation of such laws, which may result in penalties, fines and sanctions and in turn adversely affect our reputation, business, financial condition and result of operations.
Our ability to generate electricity at our thermal generation plants partially depends on the availability of natural gas and, to a lesser extent, liquid fuel.fuel
The supply and price of natural gas and liquid fuel used in our thermal generation plants has been in the past, and may in the future be, affected by, among other things, the availability of natural gas and liquid fuel in Argentina, given the current shortage of natural gas supply, especially during the winter, and declining reserves in Argentina. In particular, many oil and gas fields in Argentina are mature and in recent yearsdue to the current economic scenario have not been subject to significant investment into development and exploration activities and, therefore, reserves are likely to be depleted.
We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined
As of December 31, 2020, we had trade receivables under the CVO Agreement for US$405.69 million (including VAT and accrued interests) after the CVO Commercial Approval which were indexed to the London Interbank Offered Rate (“LIBOR”). Furthermore, as of December 31, 2020, we had the following outstanding loans with maturity dates after 2021 indexed to LIBOR:
| ● | Loan with Kreditanstalt für Wiederaufbau (“KfW”) for US$41.67 million; |
| ● | CP Achiras and CP La Castellana Loans from the IIC—IFC Facilities for US$126.85 million; |
| ● | Vientos La Genoveva S.A.U. Loan from the IFC for US$72.87 million; |
| ● | Loan from Banco de Galicia y Buenos Aires S.A. to CPR Energy Solutions S.A.U. (wind farm La Castellana II) for US$10.86 million; |
| ● | Loan from Banco Galicia y Buenos Aires S.A. to our subsidiary Vientos La Genoveva II S.A.U. for US$32.22 million; and |
| ● | the Brigadier López Financial Trust Agreement (as defined below) for US$124.8 million. |
| ● | Loan from Citibank, N.A., JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. to Central Puerto for US$164.24 million |
In July 2017, the U.K. Financial Conduct Authority (the “FCA”) announced its intention to phase out LIBOR by the end of 2021 (the “FCA Announcement”). The FCA Announcement formed part of ongoing global efforts to reform LIBOR and other major interest rate benchmarks. Further, the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has proposed replacing USD-LIBOR with a new index calculated by shortterm repurchase agreements, the Secured Overnight Financing Rate. At this time, the nature and overall timeframe of the transition away from LIBOR is uncertain and no consensus exists as to what rate or rates may become accepted alternatives to LIBOR.
It is not possible to predict the further effect of the rules of the FCA, any changes in the methods by which LIBOR is determined, or any other reforms to LIBOR that may be enacted in the United Kingdom, the European Union or elsewhere. Any such developments may cause LIBOR to perform differently than in the past or cease to exist. It is also not possible to predict whether the global COVID-19 crisis will have further effects on the LIBOR transition plans. In addition, any other legal or regulatory changes made by the FCA, ICE Benchmark Administration Limited, the European Money Markets Institute (formerly Euribor-EBF), the European Commission or any other successor governance or oversight body, or future changes adopted by such body, in the method by which LIBOR is determined or the transition from LIBOR to a successor benchmark may result in, among other things, a sudden or prolonged increase or decrease in LIBOR, a delay in the publication of LIBOR, and changes in the rules or methodologies in LIBOR, which may discourage market participants from continuing to administer or to participate in LIBOR’s determination, and, in certain situations, could result in LIBOR no longer being determined and published. If a published U.S. Dollar LIBOR rate is unavailable after 2021, the interest rates on our debt which is indexed to LIBOR will be determined using various alternative methods, any of which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if U.S. Dollar LIBOR was available in its current form. Further, the same costs and risks that may lead to the discontinuation or unavailability of U.S. Dollar LIBOR may make one or more of the alternative methods impossible or impracticable to determine. In addition, we may be adversely affected or we may need to renegotiate the terms of our credit agreement to replace LIBOR with the new standard that is established, if any, or to otherwise agree with the trustees or agents under such facilities or instruments on a new means of calculating interest. Any of these proposals or consequences could have a material adverse effect on our financing costs or in the valuation of the trade receivables under the CVO Agreement.
Risks Relating to our Shares and ADSs
It may be difficult for you to obtain or enforce judgments against us
We are incorporated in Argentina. All of our directors and executive officers reside outside the United States, and substantially all of our and their assets are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon these persons or to enforce judgments against them or us in U.S. courts. We have been advised by our special Argentine counsel, Bruchou, FernáFernández Madero & Lombardi, that there is doubt as to the enforceability in original actions in Argentine courts of liabilities predicated solely on U.S. federal securities laws and as to the enforceability in Argentine courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of U.S. federal securities laws. The enforcement of such judgments will be subject to compliance with certain requirements under Argentine law, such as Articles 517 through 519 of the Argentine Code of Civil and Commercial Procedure, including the condition that such judgments do not violate the principles of public policy of Argentine Law, as determined by an Argentine court. In addition, an Argentine court will not order an attachment on property located in Argentina and determined by such court to be essential for the provision of a public service.
Restrictions on transfers of foreign exchange controls and restrictions on the repatriation of capital from Argentina may impair theyour ability of holders of ADSs to receive dividends and distributions on, and the proceeds of any sale of, the shares underlying the ADSs, which could affect the market value of the ADSs
In 2001 and 2002 Argentina imposed exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments abroad, including payments of dividends. In addition, new regulations were issued in the last quarter of 2011, which significantly curtailed access to the MULCFX Market by individuals and private sector entities. More recently, sincein December 2015 the new ArgentineMacri administration has lifted many of the foreign exchange restrictions imposed in 2011, including the lifting of certain restrictions for the repatriation of portfolio investment by non-resident investors. As a consequence, with respect to the proceeds of any sale of common shares underlying the ADSs, as of the date of this annual report, the conversion from pesos into U.S. dollars and the remittance of such U.S. dollars abroad is not subject to prior approval of the Argentine Central Bank, provided that the foreign beneficiary is either a natural or legal person residing in or incorporated and established in jurisdictions, territories or associated states that are considered “cooperators“cooperators for the purposes of fiscal transparency.”
the ADSs.
We will be traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets
Our common shares are listed on the BYMA and, since February 2, 2018, our ADSs are listed on the NYSE. Any markets that may develop for our common shares or for the ADSs may not have liquidity and the price at which the common shares or the ADSs may be sold is uncertain.
Trading in the ADSs or our common shares on these markets takes place in different currencies (U.S. dollars on the NYSE and pesos on the BYMA), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of the securities on these two markets may differ due to these and other factors. Any decrease in the price of our common shares on the BYMA could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying common shares for trading on the other market without effecting necessary procedures with the ADS Depositary. This could result in time delays and additional cost for holders of ADSs.
Under Argentine Corporate Law, shareholder rights may be fewer or less well defined than in other jurisdictions
Our corporate affairs are governed by our bylaws and by Argentine Law No. 19,550, as amended (the “the Argentine Corporate Law,”), which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States (such as Delaware or New York), or in other jurisdictions outside Argentina. Thus, the rights of holders of our ADSs or holders of our common shares under the Argentine Corporate Law to protect their interests relative to actions by our Board of Directors may be fewer and less well defined than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets may not be as highly regulated or supervised as the U.S. securities markets or markets in some of the other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, or other jurisdictions outside Argentina, putting holders of our common shares and the ADSs at a potential disadvantage.
Holders of our common shares and the ADSs located in the United States may not be able to exercise preemptive or accretion rights
Under the Argentine Corporate Law, if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe to a proportional number of shares to maintain their existing ownership percentage. Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, known as accretion rights. Upon the occurrence of any future increase in our capital stock, United States holders of common shares or ADSs will not be able to exercise the preemptive and related accretion rights for such common shares or ADSs unless a registration statement under the Securities Act is effective with respect to such common shares or ADSs 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 those common shares or ADSs. We may not file such a registration statement, or an exemption from registration may not be available. Unless those common shares or ADSs are registered or an exemption from registration applies, a U.S. holder of our common shares or ADSs may receive only the net proceeds from those preemptive rights and accretion rights if those rights can be sold by the ADS Depositary; if they cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of common shares or ADSs located in the United States may be diluted proportionately upon future capital increases.
Voting rights, and other rights, with respect to the ADSs are limited by the terms of the deposit agreement
Holders may exercise voting rights with respect to the common shares underlying ADSs only in accordance with the provisions of the deposit agreement. There are no provisions under Argentine law or under our bylaws that limit ADS holders’holders’ ability to exercise their voting rights through the ADS Depositary with respect to the underlying common shares, except if the ADS Depositary is a foreign entity and it is not registered with the IGJ. The ADS Depositary is registered with the IGJ. However, there are practical limitations upon the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with such holders. For example, Argentine Capital Markets Law No. 26,831 requires us to notify our shareholders by publications in certain official and private newspapers of at least 20 and no more than 45 days in advance of any shareholders’shareholders’ meeting. ADS holders will not receive any notice of a shareholders’shareholders’ meeting directly from us. In accordance with the deposit agreement, we will provide the notice to the ADS Depositary, which will in turn, if we so request, as soon as practicable thereafter provide to each ADS holder:
| ● | the notice of such meeting; |
| ● | voting instruction forms; and |
| ● | a statement as to the manner in which instructions may be given by holders. |
To exercise their voting rights, ADS holders must then provide instructions to the ADS Depositary how to vote the shares underlying ADSs. Because of the additional procedural step involving the ADS Depositary, the process for exercising voting rights will take longer for ADS holders than for holders of our common shares. Except as described in this annual report, holders of the ADS will not be able to exercise voting rights attaching to the ADSs.
Also, sectionSection 7.6 of the deposit agreement provides that each of the parties to the deposit agreement (including, without limitation, each holder and beneficial owner) waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding against us and/ or the ADS Depositary. This provision may have the effect of limiting and discouraging lawsuits against us and/ or the ADS Depositary. Moreover, you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.
The relative volatility and illiquidity of the Argentine securities markets may substantially limit our ADS holders’ ability to sell common shares underlying the ADSs at the price and time they desire
Investing in securities that trade in emerging markets,developing countries, such as Argentina, often involves greater risk than investing in securities of issuers in the United States.States (see “Risks Relating to Argentina—Certain risks are inherent in any investment in a company operating in a developing country such as Argentina”). The Argentine securities market is substantially smaller, less liquid, 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. During December 2017,2020, the ten largest Argentine companies in terms of their weight in the MERVAL index represented approximately 63.19%77.3% of its composition. Accordingly, although holders of our ADSs are entitled to withdraw the common shares underlying the ADSs from the ADS Depositary at any time, their ability to sell such shares at a price and time at which they wish to do so may be substantially limited. Furthermore, new capital controls imposed by the Central Bank could have the effect of further impairing the liquidity of the BYMA by making it unattractive for non-Argentines to buy shares in the secondary market in Argentina. See “Item“Item 10.D.—Exchange Controls.”
outstanding shares).shares Up to date, any such sale, assignment or transfer has not occurred and seems unlikely to occur, though we cannot completely rule out that it may happen See “Item“Item 4.B. Business Overview—The Argentine Electric Power Sector—General Overview of Legal Framework—Changes to the Electric Power Sector under the Macri Administration.Administration.” The market price of our common shares or the ADSs could drop significantly if they sell our common shares or the ADSs or the market perceives that they intend to sell them.
Our shareholders may be subject to liability for certain votes of their securities
Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the payment of the shares they subscribe. However, shareholders who have a conflict of interest with us and who do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine Corporate Law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.
As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the Commission than a U.S. company. This may limit the information available to holders of our ADSs
We are a “foreign“foreign private issuer,” as defined in the SEC’sSEC’s rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing”“short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we expect to submit quarterly interim consolidated financial data to the Commission under cover of the Commission’sCommission’s Form 6-K, we are not required to file periodic reports and financial statements with the Commission as frequently or as promptly as U.S. public companies. Accordingly, there may be less information concerning our company publicly available than there is for U.S. public companies.
As a foreign private issuer, we are not subject to certain NYSE corporate governance rules applicable to U.S. listed companies
We rely on a provision in the NYSE Listed Company Manual that allows us to follow Argentine law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the NYSE.
For example, we are exempt from NYSE regulations that require a listed U.S. company, among other things, to:
| ● | have a majority of our board of directors be independent; |
| ● | establish a nominating and compensation composed entirely of independent directors; |
| ● | adopt and disclose a code of business conduct and ethics for directors, officers and employees; and |
| ● | have an executive session of solely independent directors each year. |
The market price for our common shares or ADSs could be highly volatile
The market price for our common shares or the ADSs after the global offering is likely to fluctuate significantly from time to time in response to factors including:
| ● | fluctuations in our periodic operating results; |
| ● | changes in financial estimates, recommendations or projections by securities analysts; |
| ● | changes in conditions or trends in our industry; |
| ● | changes in the economic performance or market valuation of our competitors; |
| ● | announcements by our competitors of significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments; |
| ● | events affecting equities markets in the countries in which we operate; |
| ● | 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. |
Volatility in the price of our common shares or the ADSs may be caused by factors outside of our control and may be unrelated or disproportionate to our operating results. In particular, announcements of potentially adverse developments, such as proposed regulatory changes, new government investigations or the commencement or threat of litigation against us, as well as announced changes in our business plans or those of competitors, could adversely affect the trading price of our common shares or the ADSs, regardless of the likely outcome of those developments or proceedings. Moreover, statements made about our Company, whether publicly or in private, may be misconstrued, particularly if read out of context. In a personal message in Spanish to an acquaintance in Argentina in December 2017, which was retransmitted without authorization, Mr. Pérès Moore, the Chairman of our Board of Directors, stated in effect that Central Puerto is a valuable company, that its stock has risen substantially, and that whether there could be upside remains to be discussed. Mr Pérès Moore did not intend to express any view about the future value of the shares, other than the uncertainty derived from factors such as the ones described in this risk factor.
Broad market and industry factors could adversely affect the market price of our common shares or ADSs at any time, regardless of our actual operating performance.
other areas for further attention or improvement. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our consolidated financial statements. Confidence in the reliability of our consolidated financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could in turn limit our access to capital markets and possibly, harm our results of operations, and lead to a decline in the trading price of our common shares or the ADSs.
We will be required to disclose changes made in our internal controls and procedures and our management will be required to assess the effectiveness of these controls annually. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation.
The protections afforded to minority shareholders in Argentina are different from and more limited than those in the United States and may be more difficult to enforce
Under Argentine law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States. For example, the legal framework with respect to shareholder disputes, such as derivative lawsuits and class actions, is less developed under Argentine law than under U.S. law as a result of Argentina’sArgentina’s short history with these types of claims and few successful cases. In addition, there are different procedural requirements for bringing these types of shareholder lawsuits. As a result, it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a U.S. company.
Holders of our common shares may determine not to pay any dividends
In accordance with the Argentine General Corporate Law 19,550, as amended, which we refer to as the Argentine Corporate Law, after allocating at least 5% of our annual net earnings to constitute a mandatory legal reserve, we may pay dividends to shareholders out of net and realized profits, if any, as set forth in our consolidated financial statements prepared in accordance with IFRS. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders’shareholders’ meeting. The approval of dividends requires the affirmative vote of a majority of the shareholders entitled to vote at the meeting. As a result, we cannot assure you that we will be able to generate enough net and realized profits so as to pay dividends or that our shareholders will decide that dividends will be paid.
Pursuant to the terms of the amendment to the Brigadier Lopez Loan between the Company and Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC. dated December 22, 2020 the Company is precluded from making dividends payment during 2021 and limited to a maximum of US$ 25 million in dividends payment for 2022. For more information see “Item 5.A. Operating Results—Indebtedness—Loan from Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC.”
We may be a passive foreign investment company for U.S. federal income tax purposes
A non-U.S. corporation will be considered a passive foreign investment company, which we refer to as a PFIC, for U.S. federal income tax purposes in any taxable year in which 75% or more of its gross income is
Based upon our current and projected income, assets and activities, we do not expect to be considered a PFIC for our current taxable year or for future taxable years. However, because the determination of whether we are a PFIC will be based upon the composition of our income, assets and the nature of our business, as well as the income, assets and business of entities in which we hold at least a 25% interest, from time to time, and because there are uncertainties in the application of the relevant rules, there can be no assurance that we will not be considered a PFIC for any taxable year.
If we are a PFIC for any taxable year during which a U.S. Holder, as defined in “Item“Item 10.E. Taxation— Taxation—Certain United States Federal Income Tax Considerations,” holds the ADSs or common shares, the U.S. Holder might be subject to increased U.S. federal income tax liability and to additional reporting obligations. See “Item“Item 10.E. Taxation— Taxation—Certain United States Federal Income Tax Considerations—Considerations—Passive Foreign Investment Company.” U.S. Holders are encouraged to consult their own tax advisors regarding the applicability of the PFIC rules to their purchase, ownership and disposition of the ADSs or common shares.
The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business
Since the global offering, we are required to comply with various regulatory and reporting requirements, including those required by the Commission in addition to our existing reporting requirements by the CNV. Complying with these reporting and regulatory requirements will be time consuming, resulting in increased costs to us or other adverse consequences. As a public company, we will beare subject to the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, as well as to the Argentine Law No. 26,831 (as amended and supplemented from time to time, the “Argentine Capital Markets LawLaw”) and CNV rules. These requirements may place a strain on our systems and resources. The Exchange Act applicable to us requires that we file annual and current reports with respect to our business and financial condition. Likewise, CNV rules require that we make annual and quarterly filings and that we comply with disclosure obligations including current reports. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we committed significant resources, hired additional staff and provided additional management oversight. We are implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’smanagement’s attention from other business concerns, which could have a material adverse effect on our business, results of operations and financial condition.
Recent Political and Economic Developments in Argentina
| ● | Public Debt and its Sustainability: The Executive branch is authorized to perform all necessary acts to recover and ensure the sustainability of the Argentine public debt. In addition, the Argentine Government was authorized to issue debt securities to the Central Bank for an amount of up to US$4.517 billion in exchange for reserves to be applied solely to meet Argentina’s foreign currency-denominated debt obligations. The Fernández administration has successfully restructured its foreign law-governed dollar-denominated debt, with an adhesion (of 93.55%, which due to the collective action clauses raised the restructuring to 99%), by September 2020. On August 17, 2020, Argentina amended the invitation to incorporate bondholders’ feedback and on August 31, 2020 it announced that it had obtained bondholders’ consents required to exchange and or modify 99.01% of the aggregate principal amount outstanding of all series of eligible bonds invited to participate in the exchange offer. The invitation settled on September 4, 2020. As a result of the invitation, the average interest rate paid by Argentina’s foreign currency external bonds was lowered to 3.07%, with a maximum rate of 5.0%, compared to an average interest rate of 7.0% and maximum rate of 8.28% prior to the invitation. In addition, the aggregate amount outstanding of Argentina’s foreign currency external bonds was reduced by 1.9% and the average maturity of such bonds was extended. Regarding Argentine law-governed debt, on April 5, 2020, the Argentine government enacted Decree No. 346/2020 (i) deferring the payments of principal and interest on certain of its foreign currency bonds governed by Argentine law until December 31, 2020, or until such earlier date as the Federal Ministry of Economy may determine, taking into account the degree of advance in the process designed to restore the sustainability of Argentina’s public debt, and (ii) authorizing the Federal Ministry of Economy to conduct liability management transactions or exchange offers, or to implement restructuring measures affecting foreign currency bonds governed by Argentine law which payments have been deferred pursuant to such Decree. On August 18, 2020, Argentina offered holders of its foreign currency bonds governed by Argentine law to exchange such bonds for new bonds, in terms that were equitable to the terms of the invitation made to holders of foreign law-governed bonds. On September 18, 2020, Argentina announced that holders representing 99.4% of the aggregate principal amount outstanding of all series of eligible bonds invited to participate in the local exchange offer had participated. As a result of the exchange offer, the average interest rate paid by Argentina’s foreign currency bonds governed by Argentine law was lowered to 2.4%, compared to an average interest rate of 7.6% prior to the exchange. In addition, the exchange offer extended the average maturity of such bonds. |
| ● | Declaration of emergency and tariff revision. The Solidarity Law, declared a public emergency in economic, financial, fiscal, administrative, social security, tariff, energy and social matters, and under the terms of Article 76 of the Argentine Constitution, delegates to the executive branch a series of powers, establishing different bases and terms for such purpose. In this context, the executive branch may introduce exceptional measures in the energy market, similar to those already experienced during the term of the Public Emergency Law, while authorizing it to intervene the ENRE and the ENARGAS for a term of one year. This implies that the executive branch may appoint, at its discretion, intervening officers in charge of decision making in lieu of the elected authorities according to the procedure regulated in each case. In that context, the ENRE was intervened by virtue of Decree No. 277/2020 until December 31, 2020. In turn, the enacted Solidarity Law provides that natural gas tariffs (transportation and distribution) under federal jurisdiction will remain unadjusted for one hundred and eighty (180) days as from the effective date of the law and invites the provinces to adhere to this policy. It also empowers the executive power to renegotiate tariffs under federal jurisdiction, either within the framework of the Integral Tariff Revisions in force or by means of an extraordinary revision, pursuant to the provisions of Law No. 24,076. Additionally, the Solidarity Law provides for a cap of eight percent (8%) for the rate applicable to hydrocarbons, insisting that the export duty may not decrease the wellhead value for the calculation and payment of royalties. By means of Decree No. 1020/2020 dated December 16, 2020, the Argentine Government extended the term for the maintenance of electric power and natural gas tariffs established in Solidarity Law, extended by Decree No. 543/2020 from its expiration date and for an additional term of ninety (90) calendar days or until the new transitory tariff charts resulting from the Transitional Tariff Regime for the public services of transportation and distribution of natural gas and electric energy under federal jurisdiction enter into force, whichever occurs first, with the corresponding scopes in each case. In line with the above, the aforementioned Decree provided for the beginning of the renegotiation of the comprehensive tariff revision in force corresponding to the providers of the public utilities of transportation and distribution of electric power and natural gas under federal jurisdiction, within the framework of the provisions of Solidarity Law within the framework of the Public Emergency, establishing that the term of the renegotiation may not exceed two (2) years from the effective date of Decree No. 1020/2020, suspending until then the agreements corresponding to the respective integral tariff revisions in force with the scopes determined by the regulatory entities in each case. Likewise, by means of such Decree, the intervention of ENARGAS and ENRE provided respectively by Decrees No. 277/2020, 278/2020 and 963/2020 was extended, including mandates and appointments, for a period of one (1) year as from its expiration or until the renegotiation of the tariff revision provided by Decree No. 1020/2020 is completed, whichever occurs first. Likewise, on January 19, 2021, through Resolutions No. 16/2021 and 17/2021, the ENRE formally began the procedure for the temporary adjustment of tariffs of public energy transmission and distribution activities under federal jurisdiction, with the objective of establishing transitional tariffs, until a final renegotiation agreement is reached. |
| ● | Tax Obligations: The income tax, personal assets tax, credit and debit in banks tax, export and import duties and social security tax rates were modified to increase rates, and a new tax refund system was approved. Furthermore, the Solidarity Law introduced the Impuesto Para una Argentina Inclusiva y Solidaria (“PAIS Tax”) a special tax applicable to certain foreign exchange transactions. The Fernández administration also implemented a regularization plan of tax obligations for micro, small and medium enterprises (MSMEs). On August 13, 2020, the bill proposed by the executive branch regarding the application of the moratorium on tax, customs and social security debts for human and legal persons in the context of the COVID-19 pandemic was sanctioned. In this way, a debt regularization regime was established which will allow self-employed persons, single-taxpayers and companies to access a payment plan for debts accumulated up to July 31, 2020 and at the same time, it established rewards for taxpayers who comply with the law. Those who have financial assets abroad and do not repatriate at least 30% within 60 days will be excluded from the possibility of accessing the regime. In addition, on an emergency basis and for one time only an extraordinary and obligatory contribution was created. Such contribution applies on the assets in existence at the date of entry into force of Law No. 27,605 (i.e. December 18, 2020) of the following persons: (i) Argentine resident individuals and undivided estates, for their assets located in the country and abroad. Also included are those individuals of Argentine nationality whose domicile or residence is in "non-cooperative jurisdictions" or "null or low tax jurisdictions" according to the terms of the Income Tax Law, and (ii) individuals and undivided estates residing abroad (except those mentioned in the previous point) for their assets located in the country. In both cases, these individuals will be exempted from this extraordinary contribution when the total value of their assets, included and valued according to the personal assets tax law terms, regardless of the treatment they have against such tax and without any non-taxable minimum threshold deduction, does not exceed Ps. 200,000,000, inclusive. |
| ● | Labor Emergency. Among the measures adopted by the administration of Alberto Fernández in the context of the prevailing economic, political and social instability in Argentina, on December 13, 2019, Decree 34/2019 was published by means of which the public emergency in labor matters was declared for a term of 180 days as from its entry into force. In this context, during the term of the labor emergency, in the event of dismissal without cause with respect to hires entered into prior to such Decree 34/2019, the affected workers would be entitled to receive double the corresponding severance payment in accordance with the legislation in force, such duplication including all the indemnification items originated on the occasion of the termination of the employment relationship and was not be applicable to the hires entered into after the entry into force of Decree 34/2019. The provisions of Decree 34/2019 are not applicable within the scope of the National Public Sector as defined in Section 8 of Law No. 24,156, as amended, regardless of the legal regime to which the personnel of the agencies, companies, enterprises or entities comprising it are subject to. The public emergency in labor matters established by Decree 34/2019 was successively extended by Decrees of Necessity and Urgency No. 528/2020, 961/2020 and 39/2021, maintaining until December 31, 2021 the severance payment duplication. Decree No. 39/2021 also extended the prohibition of dismissals without cause and on the grounds of lack or reduction of work and force majeure for a term of 90 calendar days as from the expiration of the term established by Decree No. 891/2020, and extended the prohibition of suspensions on the grounds of force majeure or lack or reduction of work for a term of 90 calendar days as from the expiration of the term established by such Decree No. 891/2020. |
| ● | Administrative procedures. Decree No. 298/2020 declared the suspension of deadlines in administrative procedures until March 31, 2020, with the sole exception of those procedures related to the sanitary emergency declared by Solidarity Law, as extended by Decree No. 260/2020 and its amending and complementary rules, and all procedures carried out under the National Administration Procurement Regime approved by Decree No. 1023/01 and its amending rules. Such suspension was successively extended until November 29, 2020, in the latter case by means of Decree No. 876/2020, which established that, as from November 30, 2020, the course of the deadlines would be resumed, within the administrative and other special procedures that were duly suspended. |
| ● | Judicial Reform bill. On July 30, 2020 the executive branch submitted to the National Congress a bill proposing the reform of the organization and competence of the Federal Justice with seat in the City of Buenos Aires and in the provinces. In addition to the presentation of the bill, the Argentine Government issued Decree No. 635/2020 dated July 29, 2020, which promotes the creation of the "Advisory Council for the Strengthening of the Judiciary and the Public Prosecutor's Office". As of the date of this report, the bill has been approved by the Chamber of Senators and is currently in the Chamber of Deputies, being inspected under the committees of Constitutional Affairs, Justice and Budget and Finance. |
Since assuming office, the MacriFernandez administration has announced and implemented several significantexecuted other economic and policy reforms, including:
See “Item 3.D. Risk Factors— Risks Relating to Argentina—Economic and political developments in Argentina and future policies of emergency and reforms. Following years of very limited investment in the energy sector,Argentine Government, may affect the economy, as well as the continued freeze on electric power and natural gas tariffs since the 2001-2002 economic crisis, Argentina began to experience energy shortages in 2011. In response to the growing energy crisis. In December 2015 the Macri administration declared a state of emergency with respect to the national electric power system, which remained in effect until December 31, 2017. The state of emergency allowed the Argentine government to take actions designed to ensure the supply of electric power to the country, such as instructing the Ministry of Energy and Mining to design and implement, with the cooperation of all federal public entities, a coordinated program to guarantee the quality and securityoperations of the electric power system. In addition,energy industry, including the Macri administration announced the eliminationoperations of certain energy subsidiesCentral Puerto” and a substantial increase in electric power rates. By correcting tariffs and subsidies and modifying the regulatory framework, the Macri administration aims to correct distortions in the energy sector and stimulate investment. Following tariff increases, preliminary injunctions suspending such increases were requested by customers, politicians and non-governmental organizations that defend customers’ rights, which preliminary injunctions were granted by Argentine courts. Among the different rulings in this respect, two separate rulings led to the suspension of end-users tariff increases of electric power in the Province of Buenos Aires and in the whole territory of Argentina. However, on September 6, 2016, the Supreme Court denied these injunctions that suspended end-users electric power tariff increases, arguing formal objections and procedural defects and therefore, as of the date of this annual report, increases of the electric power end-users tariffs are not suspended.
Recent Developments
On December 20, 2017, YPF EE accepted our offer to sell the La Plata plant for a total sum of US$31.5 million (without VAT), subject to certain conditions. On February 8, 2018, after such conditions were met, the plant was transferred to YPF EE, including generation assets, personnel and agreements related to the operation and/or maintenanceMarch 31, 2021, Mr. Jorge Rauber stepped down as Chief Executive Officer of the La Plata plant’s assets, withCompany due to personal reasons. Mr. Fernando Bonnet, our then Chief Operating Officer, was appointed Chief Executive Officer effective date January 5, 2018. Consequently, as of December 31, 2017, the La Plata plantApril 1, 2021. Mr. Enrique Terraneo was classified as a disposal group held for sale and its respective results as a discontinued operation. See “Item 5.A. Operating Results—Factors Affecting our Results of Operations—Saleappointed Chief Financial Officer of the La Plata Plant” and Note 21 to our audited consolidated financial statements.Company, effective as of April 12, 2021. Mr. Terraneo was part of the Company’s finance team for 12 years.
| 1. | Consideration of holding the remote Shareholder’s Meeting, as per the terms of RG CNV No. 830/2020. |
| 2. | Appointment of two shareholders to sign the minutes. |
| 3. | Consideration of the Annual Report and its exhibit, the Consolidated Statement of Income, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flow, the Notes to the Consolidated Financial Statements and Exhibits, the Separate Statement of Income, the Separate Statement of Comprehensive Income, the Separate Statement of Financial Position, the Separate Statement of Changes in Equity, the Separate Statement of Cash Flow, Notes to the Separate Financial Statements, Brief, Auditor Report, and Statutory Auditing Committee Report, all of them for the period ended December 31, 2020. |
| 4. | Consideration of the income (loss) for the period and the Board of Director’s proposal that consists on assigning: a) the amount of Ps. 344,596 to the statutory reserve; and b) the amount of Ps. 6,547,325 from remaining balance of the income for the period to the increase of the Optional Reserve under article 70 of the Argentine Corporate Law, which can be destined to the following: (i) the investment projects that are already committed and/or (ii) future investments to be made by the Company and/or Subsidiaries related to the new asset acquisition projects of approved by the Board of Directors and/or (iii) to the payment of dividends according to the evolution of the financial condition of the Company and pursuant to the Company’s Dividends Distribution Policy in force. Consideration and approval of payment of the Profit-Sharing Bond stated by Sections 12 and 33 of the Bylaws. |
| 5. | Consideration of the Board of Directors performance during the period ended December 31, 2020. |
| 6. | Consideration of the Statutory Audit Committee performance during the period ended December 31, 2020. |
| 7. | Consideration of the remuneration of the Company’s Board of Directors for the period ended December 31, 2020 within the limit of profits in accordance with article 261 of the Argentine Corporate Law and CNV Regulations. Consideration of the advanced payment of fees to the Board of Directors for the period closing next December 31, 2021. |
| 8. | Consideration of the remuneration of the members of the Statutory Audit Committee for the period ended December 31, 2020 and the fee scheme for the period closing December 31, 2021. |
| 9. | Fixing of the number of Deputy Directors and appointment of Directors and Deputy Directors. Continuity of the current Chairman until the appointment by the Board of Directors of the Company. |
| 10. | Appointment of the Statutory Audit Committee members and deputy members for the period closing December 31, 2021. |
| 11. | Consideration of the remuneration of the external accountant of the Company regarding the annual accounting documents for the period ended December 31, 2020. |
| 12. | Appointment of the external accountant and of the deputy external accountant for the period closing December 31, 2021 and the fixing of its remuneration. |
| 13. | Approval of the annual budget for the functioning of the Audit Committee. |
14. Consideration of the amendment of Section 14 of the Bylaws in order to include the possibility to hold Shareholders’ Meeting remotely.
15. Granting of authorizations
Measures Designed to Address the Covid-19 Outbreak
In late December 2019, a novel form of a pneumonia first noticed in Wuhan, Hubei province (COVID-19, caused by a new strain of coronavirus) was reported to the World Health Organization, with cases soon confirmed in multiple provinces in China, as well as in other countries. On March 11, 2020, the World Health Organization characterized the COVID-19 as a pandemic. Several measures have been undertaken by governments of the countries where the coronavirus has affected broad swathes of the population, such as the countries of the European Union, the United Kingdom, the United States of America, South Korea and Japan, among others, to control the coronavirus, including mandatory quarantines, travel restrictions to and from the above listed countries by air carriers and foreign governments.
On March 19, 2020, President Alberto Fernandez issued Decree No. 297/2020, by which he established a "preventive and mandatory social isolation" ("Quarantine") as a public health measure to contain the effects of the COVID-19 outbreak. The decree established that during the Quarantine measure people should remain in their homes from zero hours on March 20, 2020 until March 31, 2020 including a series of exceptions with scope to activities considered "essential" and, therefore, excluded from such restrictions. This decree provides for the salepossibility of upextending this period for as long as necessary according to 27,597,032 common B sharesthe epidemiological situation. These measures were extended by Decrees No. 325/2020, 355/2020, 408/2020, 459/2020, 493/2020, 520/2020, 576/2020, 605/2020, 641/2020, 677/2020, 714/2020, 755/2020, 755/2020, 792/2020, 814/2020, 875/2020, 956/2020, 985/2020, 1,033/2020 and 4/2021 although their scope may vary in the different geographical areas of DGCE.the country. As of the date of this annual report, we continuesome areas of the country are currently on a stage of “preventive and mandatory social distancing” (“Social Distancing”) and other areas are on the Quarantine stage. There is uncertainty with respect to evaluate this strategy.the duration of these measures and whether Argentine government will reestablish any restrictive measures even after deciding to lift tham.
By means of Decree No. 319/2020 of March 30, 2020, the Argentine Government (i) froze as of March 2020 the value of the monthly installments of mortgage loans for real estate used as a single dwelling; and (ii) suspended until September 30, 2020 judicial or extrajudicial foreclosures and the statute of limitations and expiration of the instance in foreclosure and pledge loan processes updated by the Acquisition Value Unit (UVA). Such rule was extended by Decree No. 767/2020 until January 31, 2021.
On February 23, 2018, we received dividendsApril 1, 2020, Decree No. 329/2020 prohibited dismissals without just cause and on the grounds of lack or reduction of work and force majeure; and suspensions on the grounds of force majeure or lack or reduction of work, both measures for a term of 60 days as from DGCEthe publication of such decree. Said provision was extended by subsequent decrees, and is currently in force according to Decree 891/2020.
Through Decree No. 332/2020 dated April 2, 2020, the administration of Alberto Fernandez created the "Emergency Assistance Program for Labor and Production" ("ATP") for employers, and workers affected by the health emergency, consisting of obtaining one or more of the following benefits, among others: (i) the postponement or reduction of up to 95% of the payment of employer contributions to the SIPA; (ii) a Compensatory Wage Allowance; and (iii) a comprehensive unemployment benefit system. Decree No. 376/2020 dated April 20, 2020 expands the subjects reached and the benefits included in Decree No. 332/2020, highlighting: (i) the inclusion of a zero-rate credit for persons adhered to the Simplified Regime for Small Taxpayers and for self-employed workers, with a subsidy of 100% of the total financial cost; (ii) the extension of the range of beneficiaries of the Compensatory Wage Allowance paid by the National State to all workers in a relationship of dependence in the private sector; (iii) the creation of the Argentine Guarantee Fund (FoGAR) to guarantee the credits mentioned in (i); and (iv) the creation of an unemployment insurance between Ps. 6,000 and Ps. 10,000. Also, on July 27, 2020, Decree No. 621/2020 issued by the executive branch was published, which provides new rules regarding the benefits of the ATP. In this sense, companies will be able to enjoy a Subsidized Rate Credit which will consist of a financing whose amount, calculated per employee, will be 120% of US$6,482,009,1 (one) Minimum Vital and on March 2, 2018, we received dividends from IGCEMobile Wage, and may not exceed the net remuneration of each worker of the month in question. On the other hand, subjects that meet one or more of the following criteria will be eligible for the benefits of the ATP: (i) critically affected economic activities in the amountgeographical areas where they are developed; (ii) relevant number of US$7,099,316. In addition,workers infected by COVID-19 or in mandatory isolation or with work dispensation for being in risk group or family care obligations related to COVID-19; and (iii) actual reduction in turnover after March 12, 2020. The Chef de Cabinet may: (i) extend the benefits of Decree No. 621/2020 totally or partially, modifying the universe of activities, companies and workers affected, prior intervention of the ATP Committee, considering the evolution of the economic situation, up to and including September 30, 2020; and (ii) establish, prior intervention of the Committee, special conditions for sectors and activities critically affected by the COVID-19 pandemic, considering its seasonal aspects. However, for activities critically affected by the social distancing measures, even when the preventive and mandatory social isolation has ended, the benefits were extended up to and including December 2020.
Additionally, on April 16, 2018, we received dividends from IGCUAugust 13, 2020, the bill promoted by the executive branch on the moratorium extended to tax, customs and social security debts for individuals and legal entities in the amountcontext of US$6,042,152 (for further information on DGCE, IGCEthe COVID-19 pandemic was approved. In this context, a debt regularization regime was established which will allow self-employed persons, single-taxpayers and IGCU, see "Item 4.B. Business Overview – Our Affiliates.")companies to access a payment plan for tax and social security debts accumulated until July 31, 2020, and at the same time it provided for rewards for taxpayers who comply with the law.
crisis caused by the COVID-19 pandemic, several bills were filed to amend Law No. 24,522 (as amended and supplemented, the "Argentine Bankruptcy Law ") in order to mitigate the effects of the decrease in the income of companies, their equity vulnerability, breach of contracts and possible speculative actions and the impact on the solvency of the companies caused by the pandemic. Finally, on July 31, 2020, the Chamber of Deputies approved a bill that proposes the suspension until March 31, 2021 of the computation of procedural terms in all proceedings governed by the Argentine Bankruptcy Law, and in the case of new lawsuits initiated as from the effective date of the law, the term will be 180 days and the judge may, at the request of the debtor, under the conditions established by such law, extend it once only for an additional sixty days. The bill was finally approved by the Chamber of Senators on October 15, 2020 with modifications, among them the suspension of the procedural terms was extended until June 30, 2021, a paragraph was added to include in the regulation the bankruptcy proceedings that have been initiated since the declaration of the sanitary emergency by the executive branch and an article was included that invites the provinces to adhere to the initiative, so that the Senate General Legislation Committee announced the regulation must return to the Chamber of Deputies in second review to modify one of its articles.
See “Item 3.D Risk Factors— Risk Relating to Our Business —The novel coronavirus could have an adverse effect on our business operations and financial conditions”
| Item 4.A | History and development of the Company |
Central Puerto S.A. (“Central Puerto” or the “Company”) is incorporated as a sociedad anónima under the laws of Argentina. Our principal executive offices are located at Avenida Thomas Edison 2701, C1104BAB Buenos Aires, Republic of Argentina. Our telephone number is +54 (11) 4317-5900.
We were incorporated pursuant to Executive Decree No. 122/92 on February 26, 1992. We were formed in connection with the privatization process involving Servicios Eléctricos del Gran Buenos Aires (“SEGBA”(“SEGBA”) in which SEGBA’sSEGBA’s electric power generation, transportation, distribution and sales activities were privatized. We were registered with the Public Registry of Commerce of the City of Buenos Aires on March 13, 1992 and created for a term of 99 years from the date of such registration.
In April 1992, Central Puerto, the consortium-awardee, took possession over SEGBA’sSEGBA’s Central Nuevo Puerto (“(“Nuevo Puerto”Puerto”) and Central Puerto Nuevo (“(“Puerto Nuevo”Nuevo”) plants, and we began operations. In November 1999, the Puerto combined cycle plant, which was built on lands owned by Nuevo Puerto in the City of Buenos Aires, started to operate. In 2001, Central Puerto was acquired by the French company, Total S.A. At the end of 2006, Sociedad Argentina de Energía S.A. (“SADESA”(“SADESA”) acquired a controlling interest in Central Puerto.
Our shares are listed on the Argentine stock market Bolsas y Mercados Argentinos S.A. (the “BYMA”)BYMA and, since February 2, 2018, have been listed on the NYSE under the symbol “CEPU.“CEPU.”
The SEC maintains an internet site that contains reports and other information regarding issuers who, like us, file electronically with the SEC. The address of that website is http://www.sec.gov. Central Puerto routinely posts important information for investors in the Investor Relations support section on its website, www.centralpuerto.com. From time to time, Central Puerto may use its website as a channel of distribution of material Company information. Accordingly, investors should monitor Central Puerto’s Investor Support website, in addition to following the Company’s press releases, SEC filings, public conference calls and webcasts. The information contained on, or that may be accessed through, the Company’s website is not incorporated by reference into, and is not a part of, this annual report.
The below chart illustrates the development of our company through the years and the important milestones for Central Puerto and for the companies that were absorbed in the 2014 Merger and 2016 Merger:
The 2014 Merger
On October 1, 2014, we merged with three operating companies under the common control of SADESA: (i) HPDA, (ii) CTM and (iii) LPC. The purpose of the merger was to optimize operations and achieve synergies among the businesses. As a result of the merger, we increased our share capital from Ps.88,505,982 to Ps.199,742,158. We refer to this merger as the “2014“2014 Merger.” Following the 2014 Merger, each of HPDA, CTM and LPC were dissolved.
Prior to the 2014 Merger, we owned and operated three thermal generation plants for electric power generation located within one complex in the City of Buenos Aires. Our Nuevo Puerto and Puerto Nuevo thermal generation plants are equipped with five steam turbine-generator units in the aggregate and have an installed capacity of 360 MW and 589 MW,589MW, respectively. The third plant, the Puerto combined cycle plant has two gas turbines, two heat recovery steam generators and a steam turbine, and it has a total installed capacity of 765 MW. Prior to the 2014 Merger, we had a total installed capacity of 1,714 MW and were already one of the major SADI electric power generators.
As a result of the 2014 Merger, we added the LujáLuján de Cuyo plant, the La Plata plant, which, effective as of January 5, 2018, we sold to YPF EE agreed to purchase from us, subject to certain conditions,(for further information see “Item 4.A. History and development of the Company—La Plata Plant Sale”), and the Piedra del ÁguilaÁguila hydroelectric complex.
As of December 31, 2017,2020, we owned and operated five thermal generation plants, and one hydroelectric generation plant and seven wind farms, for the generation of electric power across four complexes in Argentina. We had a combined installed capacity of 3,6634,709 MW and have significantly improved our position as a major SADI electric power generator, producing approximately 18.4%12.5% of the energy generated by private sector SADI generators in 2017. These figures exclude the La Plata plant which, during the same period, had an installed capacity of 128 MW and produced approximately 1% of the energy generated by private sector SADI generators in 2017. As of December 31, 2017, the La Plata plant was classified as a disposal group held for sale and its respective results as a discontinued operation in our audited consolidated financial statements. Effective as of January 5, 2018, we sold the La Plata plant to YPF EE. For further information, see “Item 4. Information of the Company—Recent Developments—La Plata Plant Sale”.2020
Hidroeléctrica Piedra del Águila S.A. (HPDA)
HPDA was a sociedad anónima (corporation) incorporated in 1993 that operated the Piedra del ÁguilaÁguila hydroelectric complex with an installed capacity of 1,440 MW1,440MW since it started commercial operation in 1993. HPDA entered into the HPDA Concession Agreement (as defined below) to operate and maintain the Piedra del ÁguilaÁguila hydroelectric complex, and the HPDA Concession Agreement was assigned to us during the 2014 Merger. For morefurther information regarding the HPDA and the HPDA Concession Agreement, see “—“—Electricity Generation from our Hydroelectric Complex—Complex—Piedra del Águila.Águila.”
Centrales Térmicas Mendoza S.A. (CTM)
CTM was a sociedad anónima (corporation) incorporated in 1993 focused on electric power generation and steam production. Before the 2014 merger, CTM was focused on two primary activities: electric power generation and steam production. CTM owned the LujáLuján de Cuyo plant located in LujáLuján de Cuyo in the Province of Mendoza, which began commercial operation in 1971 with1971. With the installation of its first two steam turbines, had an installed capacity of 509 MW and was the top producer of electric power in the Cuyo region. For morefurther information regarding CTM’sCTM’s operations that were transferred to us in the 2014 Merger, see “—“—Electricity Generation from our Thermal Generation Plants—LujáPlants—Luján de Cuyo plant.”
Distribuidora de Gas Cuyana S.A. (DGCU) and Distribuidora de Gas del Centro S.A. (DGCE)
In addition, on January 7, 2015, acting individually, but simultaneously with other investors, we acquired non-controlling equity interests in DGCU (whose shares are listed on BYMA) and DGCE. Taking into accountConsidering the direct and indirect interests, we acquired (i) a 22.49% equity stake in DGCU and (ii) a 39.69% equity stake in DGCE.
DGCU
DGCU was incorporated in 1992 by the Argentine governmentGovernment as part of the privatization of Gas del Estado S.E. (“GES”(“GES”). The executiveExecutive branch enacted Executive Order No. 2,453 in December 1992, whereby it granted a utility license to DGCU to distribute Natural gas through the networks in the provinces of Mendoza, San Juan and San Luis, for a term of 35 years from the date of taking possession (which occurred on December 28, 1992) with an option to extend it for ten additional years.
In December 1992, a transfer agreement was executed to transfer 60.00% of DGCU’sDGCU’s shares. The agreement was entered into among the Argentine government,Government, GES, the Province of Mendoza and IGCU, which formed the consortium that became the successful bidder in the bidding process at such time. On such date, GES transferred to DGCU the assets used in the licensed utility service, net of liabilities, as an irrevocable capital contribution pursuant to Executive Orders No. 1,189/92 and 2,453/92, and DGCU took possession of the facilities and commenced operations.
DGCE
DGCE was incorporated in 1992 by the Argentine governmentGovernment as part of the privatization of GES. The executiveExecutive branch enacted Executive Order No. 2,454/92 in December 1992, whereby it granted a utility license to DGCE to distribute natural gas through the networks in the provinces of CóCórdoba, Catamarca and La Rioja for a term of 35 years from the date of taking possession (which occurred on December 28, 1992) with an option to extend it for ten additional years.
In December 1992, a transfer agreement was executed to transfer 60.00% of DGCE’sDGCE’s shares. The agreement was entered into among the Argentine government,Government, GES and IGCE, which formed the consortium that became the successful bidder in the bidding process at such time. On such date, GES. transferred to DGCE the assets used in the licensed utility service, net of liabilities, as an irrevocable capital contribution pursuant to Executive Orders No. 1,189/92 and 2,454/92, and DGCE took possession of the facilities and commenced operations.
As of the date of this annual report, we hold a 44.10%42.31% interest in IGCE and a direct 17.20% interest in DGCE. Therefore, we hold, both directly and indirectly, a 39.69%40.590781% in DGCE.
IGCE is the controlling shareholder of Energía Sudamericana S.A. (“ESSA”(“ESSA”), which is a private company not listed in any commercial stock exchange, and which prepares its financial statements in accordance with Argentine GAAP. However, there are no relevant differences between Argentine GAAP applicable to ESSA and the IFRS that we apply to our financial statements. ESSA’sESSA’s principal activity is the sale of natural gas. We also own a 2.45%2.45 % direct equity interest in ESSA.
Ecogas had a gas distribution network covering 31,12534,606 km and served approximately 1,311,3711,368,871 customers as of December 31, 2017.2020. In 2016,2020, Ecogas distributed an average of 14.4512,18 million cubic meters of natural gas per day; and in 2017,2019, Ecogas distributed an average of 14.2113.33 million cubic meters of natural gas per day. This volume of distribution represented approximately 11.60%14.40% and 11.85%14.93% of the gas distributeddelivered by all the distribution companies in Argentina in 20172020 and in 2016,2019, respectively, according to data from ENARGAS.Ecogas.
At a meeting of our shareholders on December 16, 2016, in accordance with the strategic objective of focusing on assets within the energy industry, the shareholders considered a potential sale of our equity interests in Ecogas, to Magna Energía S.A., but voted to postpone the decision.
We are currently assessing various strategic opportunities regarding DGCU and DGCE, including a possible partial or total sale of our equity interest in them. On January 26, 2018, the shareholders of DGCE approved the admission of DGCE to the public offering regime in Argentina. On March 14, 2018, the Company authorized the offer of up to 10,075,952 common class B shares of DGCE, with a face value of one Argentine peso (Ps. 1) per share, in a potential public offering authorized by the CNV, subject to market conditions. This authorization was encompassed within the February 23, 2018 authorization of the Board of Directors of Central Puerto, for the sale of up to 27,597,032 common B shares of DGCE. AsHowever, due to market conditions, DGCE shareholders decided to postpone the offer. On October 24, 2019, the CNV notified DGCE the cancellation of the date of this annual report, we continue to evaluate this strategy.authorization for the public offering.
Control Acquisition by Tender Offer of Third Parties in respect of DGCU shares
On January 7, 2015, the Company acquired 49% of interests in IGCU, the parent company of DGCU and, as a result, the Company held indirectly 24.49% of DGCU’sDGCU’s capital stock. Following this acquisition, Magna, RPBC, , Central Puerto and Mr. Federico Tomasevich (jointly, the “Offerors”“Offerors”) resolved to participate proportionally in the tender offer for DGCU’sDGCU’s shares with voting rights that were publicly listed on the BYMA in order to acquire the remaining outstanding shares of DGCU that the Offerors did not already own. On October 30, 2015, the board of directors of the CNV approved the tender offer. Upon termination of the offer in January 2016, since no acceptances were tendered, no shares were acquired in this tender offer. During 2019, IGCE absorbed IGCU, RPBC and MAGNA. As of the date of this annual report, we own a 44.10%42.31% interest in IGCUIGCE and, as a result, we indirectly hold a 22.49%21.58% equity interest in DGCU. For further information on the potential merger of IGCE and IGCU, see “Item 4. Information of the Company—Recent Developments—Preliminary“— Merger Agreement between IGCE, IGCU, RPBC and MAGNA.”
Merger between IGCE, IGCU, RPBC and MAGNA
On March 28, 2018, the Board of Directors of IGCE, IGCU, RPBC Gas S.A. (“RPBC”) and Magna Inversiones S.A. (“Magna”), approved the Preliminary Merger Agreement (Compromiso Previo de Fusión) of the aforementioned companies (the “Merger”), in which IGCE will act as the surviving company and IGCU, RPBC and Magna, as absorbed companies.
On August 9, 2019, ENARGAS issued resolution No. RESFC-2019-458-APN-DIRECTORIO#ENARGAS, approving the merger in the terms of such resolution.
On September 12, 2019 the merger was registered with the Public Registry of the City of Buenos Aires (Inspección General de Justicia).
The 2016 Merger
On January 1, 2016, we merged with three holding companies: (i) SADESA, (ii) HNQ and (iii) OSA. The purpose of the merger was to reorganize and optimize our corporate structure. As a result of the merger, we reduced our share capital from Ps.199,742,158 to Ps.189,252,782. We refer to this merger as the “2016“2016 Merger.” Following the 2016 Merger, each of SADESA, HNQ and OSA were dissolved.
SADESA was a holding company with control over Central Puerto, HNQ and OSA that, prior to the 2016 Merger, held a 26.18% direct interest in Central Puerto, a 63.73% interest in HNQ, a 96.79% interest in OSA and a 5.10% direct interest in Proener S.A.U. HNQ was a holding company that prior to the 2016 Merger held a 17.74% interest in Central Puerto. OSA was a holding company that prior to the 2016 Merger held a 30.39% interest in Central Puerto, a 94.90% interest in Proener S.A.U. and a 20.00% interest in TGM. TGM is dedicated to the operation, maintenance and commercialization of an international gas pipeline between Argentina and Brazil.
La Plata Plant Sale
Renewable energy projects
In 2016, we incorporated a subsidiary, CP Renovables S.A. (“CP Renovables”), to develop, renewable energy generation projects. As of the date of this annual report, the company participated in the Renovar Rounds 1.0 and 1.5, in which it was awarded with the La Plata Plant Sale”Castellana I, Achiras projects with 20-year PPA contracts with CAMMESA, each of the projects constructed by CP La Castellana S.A.U. (a subsidiary of CP Renovables S.A.) and CP Achiras (a subsidiary of CP Renovables S.A.). La Genoveva I is a project from RenovAr 2.0 developed constructed and operated by Vientos La Genoveva I (a subsidiary of Central Puerto S.A.).
In August 2018 and September 2018, respectively, the La Castellana I and Achiras wind farms started operations. The original COD of the La Genoveva I was expected for May 2020, but due to the outbreak of COVID-19, the construction of the plant was temporarily suspended, which resulted in delays in the COD. On November 21, 2020, La Genoveva I commenced full commercial operations. See “Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the completion of the awarded projects, or alter our plans for the expansion of our existing plants.”
In addition, the Ministry of Energy and Mining through Resolution 281-E/ 2017, established the regulatory framework that allows Large Users to purchase renewable energy from private generating companies and the conditions for granting “dispatch priority” that allows such transactions to take place and ensures that the private generating companies will not be restricted in the future in its generation dispatch (see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Resolution No. 281-E/17: The Renewable Energy Term Market in Argentina”). In July 2019, , December 2019/January 2020/March 2020, and February 2020, the wind farms La Castellana II (developed by CP Energy Solutuons S.A.U.), Manque (CP Manque S.A.U.), and Los Olivos (CP Los Olivos S.A.U.), respectively, reached their COD. La Genoveva II is a project from RenovAr 2.0 developed constructed and operated by Vientos La Genoveva II (a subsidiary of Central Puerto S.A.) which commenced operations on September 2019.As of the date of this annual report, we have already entered into long-term PPA contracts with private customers for 100% of the estimated energy generation capacity of our term market renewable energy projects developed under Resolution No. 281-E/17 regulatory framework.
Luján de Cuyo and Terminal 6-San Lorenzo thermal cogeneration plants
In 2017, the Secretariat of Electric Energy, pursuant to Resolution SEE No. 287-E/17, called for proposals for the supply of electric power to be generated through the installation of co-generation units, among others. We submitted bids on August 9, 2017, and, on September 25, 2017, we were awarded two co-generation projects, the Terminal 6-San Lorenzo and the Luján de Cuyo projects, which each of these projects will represent two additional sources of income to the Company: (i) electric power sales to CAMMESA through 15-year term PPAs which are priced in U.S. dollars; and (ii) steam sales pursuant to separate steam supply agreements negotiated with private offtakers.
On October 5, 2019, the Luján de Cuyo cogeneration project started operations.
As of the date of this annual report, the Terminal 6-San Lorenzo project is in a very advanced stage of construction. On November 21, 2020, the plant obtained partial commissioning of its gas turbine (269,5 MW) to operate with natural gas and sell energy under the spot market regulation (Res. 31/2020) and the expected COD for the project was scheduled for September 2020. However, due to the outbreak of COVID-19, the project experienced delays. See “Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the completion of the awarded projects, or alter our plans for the expansion of our existing plants.”
Purchase of the Brigadier López Plant
On June 14, 2019 Central Puerto, through an offer presented in a local and foreign public tender called by IEASA, purchased the Brigadier López Plant. The transference includes: a) personal property, recordable personal property, facilities, machines, tools, spare parts, and other assets used in connection with the operation of the Brigadier López Plant; b) IEASA’s contractual position in certain existing contracts (including Turbogas and Turbosteam supplying contracts with CAMMESA and the Brigadier López Financial Trust Agreement (as defined below), among others); c) permits and authorizations in effect related to the Brigadier López Plant operation; and d) Brigadier López Plant employees.
The Brigadier López Plant has installed a Siemens gas turbine of 280.5 MW. According to the tender specifications and conditions, the project already has the boiler and a steam turbine to reach the closing of the combined cycle, which is expected to generate 420 MW in total. The works for the closing of the combined cycle are pending. See “Item 3D. Risk Factors—Risks Relating to our Business— The novel coronavirus could have an adverse effect on our business operations and financial conditions”.
| Item 4.B | Business overview |
Overview
We are one of the largest private sector power generation companies in Argentina, as measured by generated power, according to data from CAMMESA. In the year ended December 31, 2020, we generated a total of 14,300 net GWh of power, representing approximately 12.5% of the power generated by private sector generation companies in the country during such period, according to data from CAMMESA. We had an installed capacity of 4,709 MW as of December 31, 2020.
We have a generation asset portfolio that is geographically and technologically diversified. Our facilities are distributed across the City of Buenos Aires and the provinces of Buenos Aires, Córdoba, Mendoza, NeuquéNeuquén, and Río Negro.Negro and Santa Fe. We use conventional and renewable technologies (including hydro power) to generate power, and our power generation assets include combined cycle, gas turbine, steam turbine, co-generation, hydroelectric, and co-generation. wind turbines.
The following table presents a brief description of the power plants we owned and operated as of December 31, 2017. The La Plata plant, which, effective as of January 5, 2018, we sold to YPF EE, was classified as a disposal group held for sale and its respective results as a discontinued operation as of December 31, 2017 in our audited consolidated financial statements.2020.
Power plant | Location | Installed capacity (MW) | Technology |
Puerto Nuevo(1) | City of Buenos Aires | Steam turbines | |
Nuevo Puerto(1) | City of Buenos Aires | Steam turbines | |
Puerto combined cycle(1) | City of Buenos Aires | Combined cycle | |
| Luján de Cuyo plant | Province of Mendoza | Steam turbines, gas turbines, two cycles and mini-hydro turbine generator, producing electric power and steam | |
| Brigadier López plant | Province of Santa Fe | 280.50 | Gas turbine |
| San Lorenzo plant | Province of Santa Fe | 291 | Gas turbine |
| Piedra del | Piedra del | Hydroelectric plant | |
La | |||
La Castellana II wind farm(2) | Province of Buenos Aires | 15.20 | Wind turbines |
La Genoveva I wind farm(2) | Province of Buenos Aires | 88.20 | Wind turbines |
La Genoveva II wind farm(2) | Province of Buenos Aires | 41.80 | Wind turbines |
Achiras wind farm(2) | Province of Córdoba | 48.00 | Wind turbines |
Manque wind farm(2) | Province of Córdoba | 57.00 | Wind turbines |
Los Olivos wind farm(2) | Province of Córdoba | 22.80 | Wind turbines |
| Total | 4,709 MW |
| (1) | Part of the |
| (2) | La Castellana I, La Castellana II, Achiras, Manque, Los Olivos, La Genoveva I and La Genoveva II wind farms are owned by CP La Castellana S.A.U., CPR Energy Solutions S.A.U., CP Achiras S.A.U., CP Manque S.A.U., CP Los Olivos S.A.U., CP Vientos La Genoveva S.A.U. and Vientos La Genoveva II S.A.U., respectively, the first five of which are fully owned subsidiaries of CP Renovables S.A. while the last one is a fully owned subsidiary of Central Puerto S.A. As of |
In addition, we participate in an arrangementtwo arrangements known as the FONINVEMEM and the CVO Agreement, which isare managed by CAMMESA at the instruction of the MinistrySecretariat of Energy.Energy (for further information see “Item 4.B. Business Overview—FONINVEMEM and Similar Programs”). The prior Argentine government’s administrationGovernment created the FONINVEMEM with the purpose of repaying power generation companies, like us, the existing receivables for electric power sales between 2004 and 2011 and funding the expansion and development of new power capacity.
As a result of our participation in thisthe CVO arrangement, we receive monthly payments for certain of our outstanding receivables with CAMMESA. In addition,As of the date of this report, there are no outstaing receivables under the FONINVEMEM agreement. Additionally, we have an equity interest in the companies that operate the FONINVEMEM’s and CVO Agreement’s new combined cycle projects, which will be entitled to takehave an ownership of the combined cycle projects on a date ten years from the date of their initial operation. Under this arrangement, we began collecting our outstanding receivables from electric power sales from January 2004 through December 2007 from CAMMESA, denominated in U.S. dollars, over the ten-year period once the TJSM and TMB combined cycles became operational in March 2010. We also expect to begin to collect our outstanding receivables from electric power sales from January 2008 through December 2011 from CAMMESA, denominated in U.S. dollars, over the ten-year period as from the date that the CVOSA combined cycle plant became operational, which occurred on March 20, 2018. See “Item 4.B. Business Overview—Our Competitive Strengths—Strong cash flow generation, supported by U.S. dollar denominated cash flows” for more information on FONINVEMEM and “Item 4. Information of the Company—Recent Developments—Approval of Commercial Operations of thermal plant Central Vuelta de Obligado” for more information on the Commercial Approval of the thermal plant Central Vuelta de Obligado.projects.
As of December 31, 2020, we held equity interests in the companies that operate the following FONINVEMEM thermal power plants:
| Power plant | Location | Installed capacity (MW) | Technology | % Interest in the operating company(1) | Operating Company | Location | Installed capacity (MW) | Technology | % Interest in the operating company(1) |
| San Martin | Timbues, Province of Santa Fe | 865 | Combined cycle plant, which became operational in 2010 | 30.8752% | |||||
| San Martín | Termoeléctrica José de San Martín S.A. (TJSM) | Timbúes, Province of Santa Fe | 865 | Combined cycle plant, which became operational in 2010 | 30.8752% to be reduced to 9,6269%2) | ||||
| Manuel Belgrano | Campana, Province of Buenos Aires | 873 | Combined cycle plant, which became operational in 2010 | 30.9464% | Termoeléctrica Manuel Belgrano S.A. (TMB) | Campana, Province of Buenos Aires | 873 | Combined cycle plant, which became operational in 2010 | 30.9464% to be reduced to 10,8312%(2) |
| Vuelta de Obligado | Timbues, Province of Santa Fe | 816 | Combined cycle plant, which became operational in March 2018 | 56.1900% | Central Vuelta de Obligado S.A. (CVOSA) | Timbúes, Province of Santa Fe | 816 | Combined cycle plant, which became operational in March 2018 | 56.1900% |
| (1) | In each case, we are the private sector generator with the largest ownership stake. |
| (2) | On May 4, 2020 and May 8, 2020, the |
After ten years operating each company (which occurred on February 2, 2020 for TJSM, January 7, 2020 for TMB and will occur on March 20, 2028 for CVOSA), each company is entitled to receive property rights to such power plants from the respective trusts currently holding such power plants. Since the Argentine government financed part of the construction, it will be incorporated as a shareholder of TJSM, TMB and CVOSA, and our interests in TJSM, TMB and CVOSA significantly diluted. See “Item 3.D. Risk Factors—Risks Relating to Our Business—Our interests in TJSM, TMB and CVOSA will be significantly diluted.”
On January 3, 2020, the Argentine Government sent a notice to the Company stating that, in accordance with FONINVEMEM Agreement, TJSM and TMB should perform all necessary acts to incorporate the Argentine Government as shareholder of both companies, claiming, in each case, the following equity interest rights: 65.006% in TMB and 68.826% in TJSM.
On January 9, 2020, Central Puerto, together with the other generation companies, shareholders of TJSM and TMB, replied such notice stating that the Argentine Government’s equity interest claims does not correspond with the contributions made for the construction of the power plants under the terms of the FONINVEMEM Agreement that give rights to claim such equity interest. On March 4, 2020, the Argentine Government reiterated its previous claim to the Company.
In March 2020, the Company filed the Claim against the Argentine Government challenging their acts referred to above. Pursuant to this Claim, the position of the shareholders of TJSM and TMB is that the Argentine Government equity interest in each of the companies should be lower but its incorporation as a shareholder in such companies is unchallenged.Therefore, even if we are successful with our Claim, our interests on TJSM and TMB will be significantly diluted. Further, TJSM and TMB invoked the restrictions imposed by the Argentine Government since March 20, 2020 to address the outbreak of COVID-19 as a force majeure event that made the above mentioned 90-day period impossible to comply with.
On May 4, 2020 and May 8, 2020, the extraordinary shareholders’ meetings of TMB and TJSM, respectively, approved the incorporation of the Argentine Government as shareholder of TJSM and TMB. within each of the extraordinary shareholders’ meetings, the approved equity interest that was approved was the equity interest that the Argentine Government claims that it is entitled to, which is: 65.006% in TMB and 68.826% in TJSM. The subscription of the Argentine Government´s shares in TMB and TJSM should be accepted by the Argentine Government.
In each of the shareholders’ meetings, Central Puerto (and other shareholders), made the corresponding reservation of rights to continue with the Claim, and expressly stated that the incorporation of the Argentine Government as a shareholder in TMB and TJSM was approved for the sole purpose of achieving the transfer of the trust assets -which includes, among others, the power plants- from the respective trusts to TJSM and TMB.
On March 11, 2021, the Argentine Government has subscribed its shares and the equity of the shareholders of TJSM and TMB were diluted. In the case of our equity interest, from 30.8752% to 9,6269% in TJSM and from 30.9464% to 10,8312% in TMB.
Additionally, on January 7, 2020 and on January 9, 2020 the Company, together with the other shareholders of TJSM and TMB (as guarantors within the framework and the limits stated by the FONINVEMEM Agreement, the Note SE no. 1368/05 and the trust agreements), BICE, TJSM, TMB and the Energy Secretariat amended the TMB OMA, and the TJSM OMA, respectively. The amendments to the TMB OMA and TJSM OMA extended the agreements until each of the trust’s liquidation effective date.
In the case of CVOSA, when the CVO Trust term expires after ten years of operation of the respective power plant the Argentine Government will be incorporated as shareholder, with a stake of at least 70% pursuant to FONINVEMEM arrangements for CVOSA. The dilution of our interest in TJSM and TMB could reduce our income from these power plants, adversely affecting our results of operations. Similar consequences will take place when the Argentine Government incorporates as a shareholder of CVOSA and our equity interest in that company is diluted. See “Item 4.B. Business Overview—FONINVEMEM and Similar Programs.”
The following set of graphs shows our total assets under the FONINVEMEM program:
| Future ownership structure of the operating companies in is subject to the Claim that the Company filed against the Argentine government”Item 3.D. Risk Factors—Our interests in TJSM, TMB and |
Source: TJSM, TMB and CVOSA
The following graphic breaks down where our plants and power investments arewere located in Argentina as of December 31, 2020, and their installed capacity:
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| (1) | “Assets under construction” refers to (a) the San Lorenzo Plant, which started to operate in November 2020 and it is under construction the combined cycle; (b) the Brigadier López plant expansion project has not commenced as of the date of this annual report (see Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the completion of the awarded projects, or alter our plans for the expansion of our existing plants). As of the date of this annual report, we have an aggregate installed capacity of 4,709 MW. |
| (2) | “FONINVEMEM |
| (3) | Power capacity numbers have been rounded. The |
In the year ended December 31, 2017,2020, we had revenues for continuing operations of Ps.5.96Ps.38.1 billion (or US$319 452.9 million).
In the year ended December 31, 2017,2020, we sold approximately 98.97%85.41% of our electric powerenergy sales (in MWh) under the Energía Base. Sales under the Energía Base accounted for 86.89%45.85% of our revenues in the year ended December 31, 2017.2020. In the year ended December 31, 2016, tariffs under the Energía Base were paid by CAMMESA based on a fixed and variable costs system which was determined by the former Secretariat of Electric Energy pursuant to Resolution SE No. 95/13, as amended. These tariffs were adjusted annually, denominated in pesos, and remained unchanged throughout the year. SinceFrom February 2017 to February 2019, the Energía Base has beenwas regulated by Resolution SEE No. 19/17, which replaced Resolution SE No. 95/13, as amended. Resolution SEE No. 19/17 increased the Energía Base’sBase’s tariffs and denominated them in U.S. dollars. From March 2019 to and including January 2020, Energía Base was regulated by Resolution SRRyME No. 1/19, which abrogated Resolution SE No. 19/17. Resolution SRRyME No. 1/19 decreased the tariffs for the energy and power. On February 27, 2020, the Secretariat of Energy issued Resolution 31/20, which replaces the regulatory framework for Energía Base applicable from February 1, 2020. The main changes were:
| ● | Prices are set in Argentine pesos. |
| ● | Initial variable energy price although denominated in Argentine pesos, remained almost unchanged. The applicable exchange rate between the new price in Argentine pesos and the previous price in U.S. dollars was Ps.60 per U.S. dollar, similar to the average exchange rate during January, 2020 of Ps. 60.01 per US dollar. |
| ● | Initial power price for energy from thermal units were approximately reduced by16% and set in Argentine pesos. |
| ● | Generation units with less than 30% Utilization Factor in the last twelve months receive 60% of the price, compared to up to 70% before. Additionally, if the Utilization Factor is between the 30-70% threshold the generation units receive a linear proportion between 60 and 100% of the power price, and if the Utilization Factor is 70% or greater, the generation units receive 100% of the price. |
| ● | Initial fixed power price for hydroelectric plants was approximately reduced by 45 % and set in Argentine pesos. |
| ● | A new remuneration scheme for peak demand hours generation was established to partially mitigate the fixed power price, taking into consideration the equipment the generating company has. |
| ● | The prices set in pesos will have a monthly adjustment with the following formula: (i) 60% of the CPI, plus (ii) 40% of the WPI. |
However, on April 8, 2020, the Secretary of Energy instructed CAMMESA to postpone until further notice the application of Annex VI, related to the price update mechanism described under “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme”. Thus, since the settlement of the transaction due on March 2020, CAMMESA has not applied the adjustment mechanism. The non-application of the aforementioned Annex VI had an adeverse effect on the operational results of the Company .
Under the Energía Base, the fuel required to produce the energy we generate is supplied by CAMMESA free of charge, and the price we receive as generators, for sales not made under term contracts, is determined by the Secretariat of Electric EnergyResolution SE No. 31/2020 without accounting for the fuel CAMMESA supplies. Our compensation under the Energía Base depends to a large extent on the availability and energy output of our plants.plants, and in the case of the thermal units, the Utilization Factor of each machine.
On November 7, 2018, pursuant to Res. SEE 70/18, the Argentine Government authorized generators to purchase their own fuel for assets under the Energía Base Regulatory framework. If generation companies opt to take this option, CAMMESA values and pays the generators their respective fuel costs in accordance with the Variable Costs of Production (CVP) declared by each generator to CAMMESA. The agency in charge of dispatch (Organismo Encargado del Despacho or “OED” using the Spanish acronym) -CAMMESA- continued to supply the fuel for those generation companies that do not elect to take this option. In accordance to Res. SEE 70/18, in November 2018, we started purchasing fuel for our Luján de Cuyo combined cycle, and in December 2018, for all our thermal units.
On December 27, 2019, the Ministry of Productive Development issued Resolution MDP No. 12/2019, repealing Res. SEE No. 70/18 and restoring Art. 8 of Res. SE 95/2013. Beginning January 2020, CAMMESA became the only fuel supplier for generation companies, except for (i) thermal units that had prior commitments with CAMMESA for energy supply contracts with their own fuel management and (ii) thermal units under the Energía Plus regulatory framework, authorized under Resolution SE No.1281/05 to supply energy to large private users.
Additionally, we have sales under contracts, including (i) term market sales under contract, and (ii) MATER sales under contracts, (iii) Energía Plus sales under contract. contract; and (iii) sales of energy under the RenovAr Program.
Term market sales under contract include sales of electric power under negotiated contracts with private and public sector counterparties. MATER sales under contracts include sales of electric power under negotiated contracts with private and public sector counterparties such as YPF. Salesgenerated exclusively from renewable energy plants. In all cases, sales under contracts generally involve PPAs with customers and are contracted in U.S. dollars. The pricesPrices in theseterm market sales under contracts from thermal units and Energía Plus contracts include the price of fuel used for generation, the cost of which is assumed by the generator.generator, or include such cost as a component of the sale that is charged to the client. For terms longer than one year, these contracts typically include electric power price updating mechanisms in the case of fuel price variations or the generator being required to use liquid fuels in the event of a shortage of natural gas. For morefurther information regarding our main clients for term market sales under contract, see “Business—“Business—Our Customers.” Term market sales under contract, and MATER sales under contracts accounted for 0.44%5,9% and 3,8% of our electric power sales (in MWh) and 0.57%29.46% and 7.42% of our revenues for the year ended December 31, 2017. 2020, respectively.
In our LujáLuján de Cuyo plant, we are also permitted to sell a minor portion (up to 16 MW) of our generation capacity and electric power under negotiated contracts with private sector counterparties under the Energía Plus, to encourage private sector investments in new generation facilities. Energía Plus sales under contracts accounted for 0.59%0,07% of our electric power sales (in MWh) and 2.23%0.51% of our revenues for the year ended December 31, 2017.2020. These contracts typically have one-one to two-two year terms, are denominated in U.S. dollars and are paid in pesos at the exchange rate as of the date of payment. Under the rules and regulations of the Energía Plus, the generator buys the fuel to cover the committed demand of electric power and supplies the electric power to large electric power consumers at market prices, denominated in U.S. dollars, previously agreed between the generator and its clients.
RenovAr sales under contracts include sales of electric power generated exclusively from renewable energy plants under negotiated contracts with public sector counterparties. We have long term contracts signed with CAMMESA. Prices under these PPA’s are in U.S. dollars and guaranteed by the FODER. In the RenovAr Program, our subsidiaries, Achiras, La Castellana I and La Genoveva I entered in a 20-year PPA with CAMMESA that establishes that 100% of the generation of the contracted capacity of the wind farm will be sold to CAMMESA at the awarded price plus the respective incentive and adjustment factors which increases the awarded price approximately by 10% to 15%. See “Item 4.B.“Item 4.B, Business Overview—The Argentine Electric Power Sector.” We also receive remuneration under Resolution No. 724/2008, relating to agreements with CAMMESA to improve existing power generation capacity, which is denominated in U.S. dollars and is paid in pesos at the exchange rate asSector —Structure of the date of payment. RevenuesIndustry—Renewable Energy Program”. Sales under Resolution No. 724/2008,RenovAr Program accounted for 7.93%4,8% of our electric power sales (in MWh) and 10.88% of our revenues for the year ended December 31, 2017.2020. See “Item 5. Operating and Financial Review and Prospects—“Item 4.B. Business Overview—The Argentine Electric Power Sold on the Spot Market.Sector.”
We also produce steam. As of December 31, 20172020, we had an installed capacity of 150125 tons per hour. Steam sales accounted for 2.37%2.79% of our revenues for the year ended December 31, 2017.2020. Our production of steam for the year ended December 31, 20172020 was 1,177,6611,082 thousand metric tons. Our LujáLuján de Cuyo plant, supplies steam under negotiated contracts with YPF.
Our LujáLuján de Cuyo plant has new a combined heat and power (CHP) unit in place, which started operations on October 5, 2019, replacing the previous CHP, and supplies 150up to 125 metric tons per hour of steam to YPF’sYPF’s refinery in LujáLuján de Cuyo under a steam supply agreement. This contract is denominated and invoiced in U.S. dollars, but can be adjusted in the event of variations in U.S. dollar-denominated prices for fuel necessary for power generation. On February 8, 2018, we entered into an agreement to extend our steam supply agreement with YPF at our Luján de Cuyo plant for a period of up to 24 months from January 1, 2019 under the same terms as our existing steam supply agreement. On December 15, 2017, we also executed aThis new steam supply contract with YPF was entered into on December 15, 2017 for a period of 15 years that will replace our existingand replaced the contract in place with YPF and will begin when the new co-generation unit at our Luján de Cuyo plant begins operation, which is expected to occur in December 2018.YPF. For further information on the recent steam supply agreements with YPF for the LujáLuján de Cuyo plant, see “Item“Item 5.A. Operating Results—Factors Affecting Our Results of Operations—Sales Under Contracts, Steam Sales and Steam Sales—SteamOthers —Steam supply to YPF—Luján de Cuyo plant”.
The La Plata plant had a steam-generatingcontract between us and Transportadora de Gas del Sur (“TGS”) for the natural gas transportation capacity of 240 metric tons per hour and supplied steam to YPF’s refinery in La Plata. Underhas remained effective after the former contract with YPF related tosale of the La Plata plant,plant. Pursuant to the terms of our agreement with YPF (i) purchased, until October 31, 2017, electric powerEE, we resell our gas transportation capacity to YPF EE through the resale system established by Resolution ENARGAS 419/97. The resale under such system is open to third parties and untilconsequentially does not ensure that YPF EE will receive the gas transportation capacity needed to operate the La Plata Plant Sale Effective Date, allplant. Therefore, on January 25, 2018, we requested to be registered with the steam produced byMinistry of Energy and the La Plata plant, and (ii) was responsible for supplying us with all the necessary gas oil andENARGAS as a natural gas trader to permit the resale of our gas transportation capacity to YPF EE without the risk of intervention from interested third parties. On July 20, 2018, we were effectively registered as natural gas trader. As of the date of this annual report, the delivery of the transportation capacity to YPF EE is done through the “Resale” mechanism The resale to YPF EE of our natural gas transportation capacity accounted for 1.04% of our revenues for the operationyear ended December 31, 2020.
In addition, we have income derived from the operating fee that we receive for the management of the Central Vuelta de Obligado plant. The income from the management of the Central Vuelta de Obligado plant andaccounted for 2.04% of our revenues for the water in the conditions required to be converted into steam. This contract was denominated and invoiced in U.S. dollars, but could have the ability to be adjusted in the event of variations in U.S. dollar-denominated fuel prices for fuel necessary for power generation. As ofyear ended December 31, 2017, the La Plata plant was classified as a disposal group held for sale and its respective results as a discontinued operation in our audited consolidated financial statements. Effective as of January 5, 2018, we sold the La Plata plant to YPF EE. For further information on the La Plata Plant Sale, see “Item 4. Information of the Company—Recent Developments—La Plata Plant Sale.”2020.
The following graph breaks down our revenues from continuing operations in the year ended December 31, 20172020 by regulatory framework:
Source: Central Puerto.
| (1) | Includes (i) sales of energy and power to CAMMESA remunerated under Resolution No. 95, Resolution No. 19/2017, and Res. SE 1/2019 (ii) spot sales of energy and power to CAMMESA not remunerated under Resolution No. 95 (as amended), and (iii) remuneration under Resolution No. 724/2008 relating to agreements with CAMMESA to improve existing Argentine power generation capacity (see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Previous Remuneration Schemes—Resolution SEE 70/18—Option to purchase fuel for units under Energía Base Regulatory Framework.”). See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Structure of the Industry—Shortages in the Stabilization Fund and Responses from the Argentine Government—The National Program.” |
Note: From February 27, 2020, a new remuneration scheme for Energía Base applicable from February 1, 2020 came into effect with Resolution 31/20. For further information see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.”
The following graph breaks down our electric energy sales from continuing operations in the year ended December 31, 20172020 by regulatory framework: framework, in MWh:
Source: Central Puerto.
In 2015 and 2016, we acquired four heavy-duty, highly efficient gas turbines: (i) one GEGeneral Electric gas turbine with a capacity of 373 MW; (ii) two Siemens gas turbines, each with a capacity of 298 MW; and (iii) one Siemens gas turbine with a capacity of 286 MW. Additionally,291 MW, which we installed in our Terminal 6 San Lorenzo co-generation project, which commenced operations on November 21, 2020 as open cycle. Currently we are carrying out the construction to operate the project as closed combined cycle. Given the current uncertainties in the global and Argentine economy in connection with the outbreak of the COVID-19, we are evaluating the possibility to sell the remaining two Siemens units stored in Germany. As a result, as of December 31, 2020, these two turbines were classified as property, plant and equipment available for sale, as described in Note 22.5 of our Audited Consolidated Financial Statements. With respect to the GE gas turbine, which is already in Argentina, we are considering it for potential projects in the future and analyzing other prospects. However, it is uncertain whether there will be new projects or other prospects that would enable us to use the GE gas turbine. We have recorded a charge for the impairment of the two Siemens gas turbines and the GE gas turbine in the consolidated income statement for the year ended December 31, 2020. For more information, see Note 2.5 to our Audited Consolidated Financial Statements and “Item 5.A. Operating Results—Critical Accounting Policies—Impairment of Property, Plant and Equipment”.Additionally, we have also acquired 130 hectares of land in the north of the Province of Buenos Aires, in a location that provides excellent conditions for fuel delivery and access to power transmission lines. In addition, as of the date of this annual report, we have already paid SEK$381.37 million (which, converted at the exchange rate quoted by the Central Bank as of the date of each payment, equals US$45.46 million) to purchase two additional Siemens gas turbines for our Luján de Cuyo project.
We also own long-term significant non-controlling investments in companies that have utility licenses to distribute natural gas through their networks in the provinces of Mendoza, San Juan, San Luis, CóCórdoba, Catamarca and La Rioja. Taking into accountConsidering our direct and indirect interests, we hold (i) a 22.49%21.58% equity stake in DGCU and (ii) a 39.69%40.59% equity stake in DGCE (Ecogas). Ecogas hadhas a gas distribution network covering 31,12534,606 km and served approximately 1,311,371 customers as of December 31, 2017.2020, served approximately 1,368,871 customers. In the year ended December 31, 2017,2020, Ecogas distributed an average of 14.2112.18 million cubic meters of natural gas per day; and in 2016,2019, Ecogas distributed an average of 14.4513.33 million cubic meters of natural gas per day. This volume of distribution represented approximately 11.60%14.40% and 11.85%14.93% of the gas distributeddelivered by all the distribution companies in Argentina in the year ended December 31, 20172020 and 2016,in 2019, respectively, according to data from ENARGAS.Ecogas. In the year ended December 31, 20172020 our interest in Ecogas produced Ps.422.52Ps. 98.9 million in share of profit of an associate, which represented 12,09%1.42% of our net income for such period.
At a meeting of our shareholders on December 16, 2016, in accordance with the strategic objective of focusing on assets within the energy industry, the shareholders considered a potential sale of our equity interests in Ecogas to Magna Energía S.A. but voted to postpone the decision. We are currently assessing various strategic opportunities regarding DGCU and DGCE, including a possible partial or total sale of our equity interest in them. On January 26, 2018, the shareholders of DGCE approved the admission of DGCE to the public offering regime in Argentina. On March 14, 2018, the Company authorized the offer of up to 10,075,952 common class B shares of DGCE, in a potential public offering authorized by the CNV, subject to market conditions. This authorization was encompassed within February 23, 2018 authorization of the Board of Directors for the sale of up to 27,597,032 common B shares of DGCE. AsHowever, due to market conditions, DGCE shareholders decided to postpone the offer. On October 24, 2019, the CNV notified DGCE the cancellation of the authorization for the public offering.
Through Resolution No. 17,949 dated January 7, 2016, the CNV granted a conditional authorization for the Company to enter the public offering regime through the issuance of simple, non-negotiable obligations. convertible into shares and the creation of a global program for the issuance of negotiable obligations (the “Program”) and, on March 16, 2016, the CNV decided to give effect to the Resolution. On September 9, 2019, the Company's Assembly resolved to approve the voluntary withdrawal of the Company from the Public Offering Regime in which it was, stating that the Company has not issued negotiable obligations, as well as the cancellation of the Program. On October 24, 2019, the CNV notified the Company of joint signature CNV Resolution No. RESFC-2019-20506-APN-DIR # CNV of the same date, through which it resolved to cancel, as of the date of this annual report, we, continueResolution , the authorization granted to evaluate this strategy.make a public offering of its Negotiable Obligations, due to the lack of outstanding securities. Likewise, having the Shareholders' Meeting of January 26, 2018 resolved to approve the application of the Company to join the Public Offering of shares, the CNV authorized the Public Offering of class “B” shares (Resolutions No. 19,384 and No. 19,391 dated March 1, 2018 and March 8, 2018, respectively); However, the selling shareholders decided to postpone the offering, due to market reasons. Consequently, the CNV, on October 24, 2019, notified the Company of the CNV Resolution of joint signature No. RESFC-2019-20511-APN-DIR # CNV of the same date, through which it was resolved to cancel, as of that date, the authorization granted to the Company to make a public offering of its shares, due to the absence of placement of the negotiable securities.
Our Competitive Strengths
We believe that we have achieved a strong competitive position in the Argentine power generation sector primarily as a result of the following strengths:
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The following graphs shows the SADI’sSADI’s total power generation by private companies and market share for 20172020 (grouped by related companies and subsidiaries):
Source: CAMMESA. (i) Enel includes Enel GeneracióGeneración Costanera S.A., Central Dock Sud S.A. and Enel GeneracióGeneración El ChocóChocón S.A.; (ii) Pampa Energía includes Central TéTérmica GüGüemes S.A., Central TéTérmica Loma la Lata S.A., Inversora Piedra Buena S.A., Inversora Diamante S.A., CTG and Inversora Nihuiles, and Petrobras Argentina S.A.; and (iii) AES Argentina GeneracióGeneración includes Central TéTérmica San NicoláNicolás S.A. and HidroeléHidroeléctrica AlicuráAlicurá S.A.
| ● | High quality assets with strong operational performance. We have a variety of |
Source: CAMMESA.
The following chart shows the availability ratio of our thermal assets as compared to the market average:
Source: Central Puerto, CAMMESA. 1Average market availability for thermal units, excluding the La Plata plant thermal units (see “Item 4. Information of the Company—Recent Developments—La Plata Plant Sale”).units.
We have long-term maintenance contracts with the manufacturers of our combined cycle units and co-generation plants with the largest capacity, namely the Puerto combined cycle unit (CEPUCC) and, the LDCUDCC25 combined cycle unit at the LujáLuján de Cuyo plant, the Brigadier López gas turbine (BLOPTG01) and the co-generation units at the LujáLuján de Cuyo plant (LDCUTG23, LDCUTG24, LDCUTG26, LDCUTG27) and LDCUTG24),our windfarms, under which the manufacturers provide maintenance using best practices recommended for such units. Our remaining units receive maintenance through our highly trained and experienced personnel, who strictly follow the recommendations and best practicepractices established by the manufacturers of such units. We are also capable of generating power from several sources of fuel, including natural gas, diesel oil and fuel oil. In addition, in recent years we have invested in adapting our facilities to be able to generate power from biofuels, and we have developed business relationships over the years with strategic companies from the oil and gas and the biofuel sectors. Our power generation units are also favorably positioned along the system’ssystem’s power dispatch curve (the WEM marginal cost curve) as a result of our technologically diverse power generation assets and high level of efficiency in terms of fuel consumption, which ensures ample dispatch of energy to the system, even when taking into account new capacity additions expected in the coming years that were awarded pursuant to auctions to increase thermal generation capacity and capacity from renewable energy sources.
| ● | Diversified and strategically located power sector assets. Our business is both geographically and technologically diverse. Our assets are critical to the Argentine electric power network due to the flexibility provided by the large fuel storage capacity, |
The diversification of our fuel sources enables us to generate energy in different contexts, as shown in the following chart:
Source: Central Puerto
| (1) | Luján de Cuyo’s Siemens Combined Cycle unit (306 MW installed capacity) is CEPU’s only unit relying exclusively on natural gas. |
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Thermal Generation. In 2015 and 2016, we acquired four heavy-duty, highly efficient gas turbines: (i) one GEGeneral Electric gas turbine with a capacity of 373 MW; (ii) two Siemens gas turbines, each with a capacity of 298 MW; and (iii) one Siemens gas turbine with a capacity of 286291 MW. We also acquired 130 hectares of land in the north of the Province of Buenos Aires, which we believe will allow us to develop new projects that could add 1,255 MW to our total installed capacity under a simple cycle configuration or through combined cycle operations.Aires. For example, we plan to useare currently using a Siemens gas turbine, with a capacity of 286291 MW, for the Terminal 6 San Lorenzo co-generation projectproject. Given the current uncertainties in the global and Argentine economy in connection with the outbreak of the COVID-19, we are evaluating the possibility to sell the remaining two Siemens units stored in Germany. As a result, as of December 31, 2020, these two turbines were classified as property, plant and equipment available for sale, as described below. Our objectivein Note 22.5 of our Audited Consolidated Financial Statements. With respect to the GE gas turbine, which is already in Argentina, we are considering it for potential projects in the future and analyzing other prospects. However, it is uncertain whether there will be new projects or other prospects that would enable us to use the remaining three unitsGE gas turbine. We have recorded a charge for the impairment of the two Siemens gas turbines and the aforementioned land,GE gas turbine in which we have already invested US$134 million,the consolidated income statement for the year ended December 31, 2020. For more information, see Note 2.5 to submit bids for new generation capacity, through one or more projects, in future bidding processes that may be called by the Argentine government. our Audited Consolidated Financial Statements and “Item 5.A. Operating Results—Critical Accounting Policies—Impairment of Property, Plant and Equipment”.
In addition, asin 2018, we acquired two additional Siemens gas turbines with a capacity of the date56 MW for a purchase price of this annual report, we have already paid SEK$381.37 million (which, converted at the exchange rate quoted by the Central Bank as of the date of each payment, equals US$45.46 million) to purchase two additional Siemens gas turbines for our LujáLuján de Cuyo project.project, which started commercial operations on October 5, 2019.
The Secretariat of Electric Energy, pursuant to Resolution SEE No. 287-E/17, called for proposals for supply of electric power to be generated through existing units, the conversion of open combined cycle units into closed combined cycle units or the installation of co-generation units. We submitted bids on August 9, 2017, and, on September 25, 2017, we were awarded two co-generation projects at Terminal 6 San Lorenzo (with an awarded electric capacity of 330 MW and 317 MW for the winter and summer, respectively) and LujáLuján de Cuyo (with an awarded electric capacity of 93 MW and 89 MW for the winter and summer, respectively)., which started operations on October 5, 2019, seven weeks ahead of the committed COD.
Renewable Generation. In addition, we are developing three wind energy projects in Argentina with the following characteristics (the “Wind Projects”):
| La Castellana | Achiras | |
| Location | Province of Buenos Aires | Province of Córdoba |
| Expected commercial operation date (1) | July 2018 | June 2018 |
| Estimated total capital expenditure (including VAT) | US$148 million | US$74 million |
| Awarded electric capacity | 99MW | 48 MW |
| Awarded price per MWh | US$61.50 | US$59.38 |
| Contract length | 20 years, starting from commercial operation | 20 years, starting from commercial operation |
| Power purchase agreement signing date | January 2017 | May 2017 |
| Number of generators | 32 | 15 |
| Capacity per unit | 3.15 MW | 3.2 MW |
| Wind turbine provider | Acciona Windpower—Nordex | Acciona Windpower—Nordex |
In connection with our renewable energy efforts, Law No. 27,191, provides that Large Users, whose demand exceeds 300 KW of average annual power, should comply with the obligation to purchase renewable energy by entering into a contract with a generating company or through self-generation. The Ministry of Energy and Mining through Resolution 281-E/ 2017, established the regulatory framework that allows Large Users to purchase renewable energy from private generating companies and the conditions for granting the “dispatch priority”“dispatch priority” that allows such transactions to take place and ensures that the private generating companies will not be restricted in the future in its generation dispatch (see “Item“Item 4.B. Business Overview—The Argentine Electric Power Sector—Sector—Resolution No. 281-E/17: The Renewable Energy Term Market in Argentina”Argentina”).
We believe that, if the Argentine government’s energy reforms are implemented as expected, generators should be able to attain higher profitability from their existing power assets, and new investment opportunities in the power sector should arise. Furthermore, we believe that we are well-positioned to benefit from the Argentine government’s new initiatives, particularly those measures to reform the power sector, expand generation capacity and widen the supply and demand gap.
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During 2020, we collected Ps. 0.3 billion from FONINVEMEM receivables, and Ps. 6.3 billion from the CVO receivables, in each case measured in current amounts as of December 31, 2020.
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| ● | Solid and experienced management team with a successful track record in delivering growth. Our executive officers have vast experience and a long track record in corporate management with, on average, 18 years of experience in the industry. Our management has diverse experience navigating different business cycles, markets and sectors, as evidenced by the growth and expansion we have undergone since the early 1990s. They also have a proven track record in acquisitions and accessing financial markets. awarded to the Company, purchased the Brigadier López Plant. Our management |
Additionally, during 2018, 2019 and 2020, our management also obtained financing for the expansion of our installed capacity from multilateral credit agencies, export credit agencies, commercial banks and the local securities market, as described in “Item 5.B. Liquidity and Capital Resources—Indebtedness.”
In addition, in 2015, jointly with an investment consortium, we acquired non-controlling equity interests in Ecogas, which distributes natural gas through its network covering 30,939 km and serving approximately 1,283,095 customers as of December 31, 2020, further diversifying our interest in the sector. We believe that our management team has been successful in identifying attractive investment opportunities, structuring innovative business plans and completing complex transactions efficiently.
Our management has significant in-country know-how, with professionals who have taken an active role in project development and construction, developing private and public investment plans with both Argentine and international partners. In addition, our management team has business experience at the international and national level, are familiar with the operation of our assets in a constantly changing business environment and are strongly committed to our day-to-day decision-making process.
Finally, our executive officers have a solid understanding of Argentina’s historically volatile business environment. They have built and maintained mutually beneficial and long-lasting relationships with a diversified group of suppliers and customers and have cultivated relationships with regulatory authorities.
| ● | Strong corporate governance. We have adopted a corporate governance code to put into effect corporate governance best practices, which are based on strict standards regarding transparency, efficiency, ethics, investor protection and equal treatment of investors. The corporate governance code follows the guidelines established by the CNV. We have also adopted a code of ethics and an internal conduct code designed to establish guidelines with respect to professional conduct, morals and employee performance. In addition, the majority of our Board of Directors qualifies as |
Our Business Strategy
We seek to consolidate and grow our position in the Argentine energy industry by maintaining our existing asset base which we expect will benefit from tariff increases planned by the Argentine government, and by acquiring and developing new assets related to the sector. The key components of our strategy are as follows:
| ● |
Consolidating our leading position in the energy sector. We seek to consolidate our position in the energy sector by analyzing value-generating alternatives through investments with a balanced approach to profitability and risk exposure. We are committed to maintaining our high operating standards and availability levels. To this end, we follow a strict maintenance strategy for our units based on recommendations from their manufacturers, and we perform periodic |
| ● | Becoming a leading company in renewable energy in Argentina. Several research studies from organizations such as the Cámara Argentina de |
| ● | Maintaining |
Our Subsidiaries
Central Vuelta de Obligado S.A.
CVOSA is a private, unlisted company, engaged in managing the purchase of equipment and building, operating and maintaining the CVOSA power plant that is beingwas constructed and began operations in March 20, 2018 under a program substantially similar to the FONINVEMEM program. As the power plant became operational on March 20, 2018, inIn the year ended December 31, 2017,2020, CVOSA did not accountaccounted for any2.62% of our consolidated net income.
We have 56.19 % of the voting rights in CVOSA, which grants us the power to unilaterally approve resolutions for which a majority is required at the relevant shareholders meeting. However, pursuant to a shareholders’shareholders’ agreement entered into among Endesa Costanera S.A., HidroeléHidroeléctrica El ChoconChocón S.A., Central Dock Sud S.A. (the “Other“Other CVOSA Shareholders”Shareholders”) and us, we will only be able to approve the following decisions with the affirmative vote of the Other CVOSA Shareholders: (i) entering into a merger, spin-off, transformation or liquidation; (ii) increasing or decreasing the capital stock; (iii) receiving capital contributions; (iv) entering into transactions with related parties; (v) amending the bylaws; (vi) entering into an operating and maintenance agreement for the Vuelta de Obligado power plant; (vii) approving the trust agreement in connection with the Vuelta de Obligado power plant and its amendments; (viii) filing any lawsuit against any governmental authorities, CAMMESA and/or the FONINVEMEM trust fund currently holding the Vuelta de Obligado power plant; (ix) entering into engineering services, gas supply and transportation agreements; and (x) entering into a power purchase agreement with CAMMESA for the Vuelta de Obligado power plant. If such decisions are to be decided at a board of directors’directors’ meeting, they can only be approved with the affirmative vote of at least one member of the board of directors appointed by the Other CVOSA Shareholders.
The board of directors of CVOSA consists of four members, two of which are appointed by us and the remaining two, by the Other CVOSA Shareholders. In addition, we have the right to appoint the chairman of the board of directors of CVOSA, who has double vote in case of a tie. In addition, we have the right to appoint one member of the supervisory committee of CVOSA.
Pursuant to the terms of the FONINVEMEM agreement relating to the Vuelta de Obligado power plant, on the tenth anniversary of the start of operations of the Vuelta de Obligado power plant, which occurred on March 20, 2018, all governmental entities that financed the construction of the Vuelta de Obligado power plant have the right to be incorporated as shareholders of CVOSA, which in turn may dilute our interest in CVOSA. See “Item“Item 3.D. Risk Factors—Factors—Risks Relating to Our Business—Business—Our interests in TJSM, TMB and CVOSA maywill be significantly diluted.” If such dilution were to occur, we may no longer control CVOSA.
Proener S.A.U.
Proener S.A.U. is a private, unlisted company. We hold a 100.00% interest in Proener S.A.U., a company engaged in investment activities, including the commercialization and transportation of fuels,energy sector,, both domestically in Argentina and internationally, and providing consulting and technical assistance services to the energy industry.internationally. In the year ended December 31, 2017,2020, Proener S.A.U. accounted for 0.05%a loss equaling 0.17% of our consolidated net income.
Central Aimé Painé S.A.
Central Aimé PainéAimé Painé S.A. is a private, unlisted company. We hold a 97.00% interest in Central Aimé PainéAimé Painé S.A., a company engaged in managing the purchase of equipment and building, operating, and maintaining power plants, both domestically in Argentina and internationally. InOn November 18, 2020, the shareholders and directors of Central Aimé Painé S.A. approved the dissolution without liquidation of the company. It is currently being processed before the Public Registry of Commerce.In the year ended December 31, 2017,2020, Central Aimé PainéAimé Painé S.A. did not account for any of our consolidated net income.
CP Renovables S.A.
In 2016, we formed a subsidiary, CP Renovables S.A. (“CP Renovables”), to develop, construct and operate renewable energy generation projects. As of the date of this annual report, we directly own a 95.74395122% interest in CP Renovables. The remaining interest is owned through CPR Energy Solutions S.A.U. (0.399601756%) and Vientos La Genoveva II S.A.U. (3.85644702%).
On June 24, 2020, our Board of Directors authorized the purchase of 30% of the capital stock of the subsidiary CP Renovables S.A. from Mr. Guillermo Pablo Reca. On June 24, 2020, we acquired 993,993,952 shares, at a private, unlisted company, invalue of US Dollars 0.034418 per share, which we holdwere fully paid through the transfer of financial assets. Based on the Audit Committee’s report, the Board of Directors determined that such transaction was an arm´s length transaction. As a 70.19%result of this transaction, as of the date of this annual report, the Company´s consolidated interest in the subsidiary CP Renovables S.A. amounts to 100% of its capital stock.
This transaction was accounted as a transaction with non-controlling interest in accordance with IFRS 10. Consequently, the difference of 1,966,148 between the book value of the non-controlling interest at the transaction date and the fair market value of the consideration paid was directly recognized in equity and attributed to holders of the parent company.
CP Renovables S.A. invests in renewable energy assets. In the year ended December 31, 2017,2020, CP Renovables S.A. accounted for a loss, without taking into account the resultsgain, equaling 45.29% of its subsidiaries CP Achiras and CP La Castellana equaling 0.27% of our consolidated net income.
CP Achiras S.A.U.
CP Achiras S.A.U. is a private, unlisted company. CP Renovables S.A. holds a 100% interest in the capital stock of CP Achiras S.A.U., a company engaged in the generation and commercialization of electric power through renewable sources. In the year ended December 31, 2017,2020, CP Achiras accounted for a lossgain equaling 0.23%7.73% of our consolidated net income.
CPR Energy Solutions S.A.U. (previously known as “CP Achiras II S.A.U.”)
CPR Energy Solutions S.A.U. is a private, unlisted company. CP Renovables holds a 100% interest in the capital stock of CPR Energy Solutions S.A.U., a company engaged in generation and commercialization of electric power through renewable sources. In the year ended December 31, 2017,2020, CPR Energy Solutions S.A.U. did not account for anya gain of 1.24% of our consolidated net income.
CP Patagones S.A.U.
CP Patagones S.A.U. is a private, unlisted company. CP Renovables holds a 100% interest in the capital stock of CP Patagones S.A.U., a company engaged in generation and commercialization of electric power through renewable sources. In the year ended December 31, 2017,2020, CP Patagones S.A.U. did not account for any of our consolidated net income.
CP La Castellana S.A.U.
CP La Castellana is a private, unlisted company. CP Renovables holds a 100% interest in the capital stock of CP La Castellana, a company engaged in generation and commercialization of electric power through renewable sources. In the year ended December 31, 2017,2020, CP La Castellana accounted for a lossgain equaling 0.64%10.65% of our consolidated net income.
Vientos La Genoveva S.A.U.
Vientos La Genoveva S.A.U. is a private, unlisted company. On March 7, 2018, our subsidiary CP Renovables S.A. holds aacquired 100% interestof the equity interests in the capital stock of Vientos La Genoveva S.A. and, on that same date, transformed it into a S.A.U. On August 6, 2018, we purchased from our subsidiary, CP Renovables S.A., 100% of the equity interests in Vientos La Genoveva S.A.U. Vientos La Genoveva is a company engaged in generation and commercialization of electric power through renewable sources. In the year ended December 31, 2017,2020, Vientos La Genoveva did not accountaccounted for anya loss equaling 14.89% of our consolidated net income.
Vientos La Genoveva II S.A.U.
Vientos La Genoveva II S.A.U. is a private, unlisted company. On June 28, 2018, our subsidiary CP Renovables S.A. acquired 100% of the equity interests in Vientos La Genoveva II S.A. and, and was later transformed it into a S.A.U. On August 6, 2018, we purchased from our subsidiary, CP Renovables S.A., 100% of the equity interests in Vientos La Genoveva II S.A.U. In the year ended December 31, 2020, Vientos La Genoveva accounted for a gain equaling 5.18% of our consolidated net income.
CP Manque S.A.U.
CP Manque S.A.U. is a private, unlisted company. CP Renovables holds a 100% interest in the capital stock of CP Manque S.A.U., a company engaged in generation and commercialization of electric power through renewable sources. In the year ended December 31, 2020, CP Manque S.A.U. accounted for a gain of 0.77% of our consolidated net income.
CP Los Olivos S.A.U.
CP Los Olivos S.A.U. is a private, unlisted company. CP Renovables holds a 100% interest in the capital stock of CP Los Olivos S.A.U., a company engaged in generation and commercialization of electric power through renewable sources. In the year ended December 31, 2020, CP Los Olivos S.A.U. accounted for a gain of 2.40% of our consolidated net income.
Our Affiliates
Termoeléctrica José de San Martín S.A. (TJSM) and Termoeléctrica Manuel Belgrano S.A. (TMB)
TJSM and TMB are private, unlisted companies, which are engaged in managing the purchase of equipment, and building, operating and maintaining the San Martín and Belgrano power plants, respectively, each constructed under the FONINVEMEM program. In the year ended December 31, 2017,2020, TJSM and TMB accounted for 0.64%a gain of 1.26% and 0.67%loss of 0.03% of our consolidated net income, respectively.
The board of directors of each of TJSM and TMB consists of nine members, twoone of which are appointed by us. In addition, we have the right to appoint one alternate member of the supervisory committee of each company.company
On January 3, 2020, the Argentine Government sent a notice to the Company (and to other generation companies that are shareholders of TJSM and TMB) stating that, in accordance with FONINVEMEN Agreement, TJSM and TMB should perform all necessary acts to incorporate the Argentine Government as shareholder of both companies, claiming, in each case, the following equity interest rights: 65.006% in TMB and 68.826% in TJSM.
On January 9, 2020, the Company, together with the other generation companies, shareholders of TJSM and TMB, replied such notice stating that the Argentine Government’s equity interest claims does not correspond with the contributions made for the construction of the power plants under the terms of the FONINVEMEM agreements relatingAgreement that give rights to claim such equity interest. On March 4, 2020, the Argentine Government reiterated its previous claim to the San Martín and Belgrano power plants, onCompany.
In March 2020, Central Puerto filed the tenth anniversaryClaim against the Argentine Government challenging their acts referred to above. Pursuant to this Claim, the position of the startshareholders of operations ofTJSM and TMB is that the Argentine Government equity interest in each of the San Martíncompanies should be lower but its incorporation as a shareholder in such companies is unchallenged. Therefore, even if we are successful with our Claim, our interests on TJSM and Belgrano power plants, all governmental entitiesTMB will be significantly diluted. Further, TJSM and TMB invoked the restrictions imposed by the Argentine Government since March 20, 2020 to address the outbreak of COVID-19 as a force majeure event that financedmade the constructionabove mentioned 90-day period impossible to comply with.
On May 4, 2020 and May 8, 2020, the extraordinary shareholders’ meetings of TMB and TJSM, respectively, approved the incorporation of the San MartínArgentine Government as shareholder of TJSM and BelgranoTMB. In each of the extraordinary shareholders’ meetings, the approved equity interest that was approved was the equity interest that the Argentine Government claims that it is entitled to, which is: 65.006% in TMB and 68.826% in TJSM. The subscription of the Argentine Government´s shares in TMB and TJSM should be accepted by the Argentine Government.
In both shareholders’ meetings, Central Puerto (and other shareholders), made the corresponding reservation of rights to continue with the Claim, and expressly stated that the incorporation of the Argentine Government as a shareholder in TMB and TJSM was approved for the sole purpose of achieving the transfer of the trust assets -which includes, among others, the power plants, respectively, haveplants- from the rightrespective trusts to TJSM and TMB.
On March 11, 2021, the Argentine Government has subscribed its shares and the equity of the shareholders of TJSM and TMB were diluted. In the case of our equity interest, from 30.8752% to 9,6269% in TJSM and from 30.9464% to 10,8312% in TMB.
Additionally, on January 7, 2020 and on January 9, 2020 Central Puerto, together with the other shareholders of TJSM and TMB (as guarantors within the framework and the limits stated by the FONINVEMEM Agreement, the Note SE no. 1368/05 and the trust agreements), BICE, TJSM, TMB and the Energy Secretariat amended the TMB OMA, and the TJSM OMA, respectively. The amendments to the TMB OMA and TJSM OMA extended the agreements until each of the trust’s liquidation effective date.
In the case of CVOSA, when the CVO Trust term expires after ten years of operation of the respective power plant the Argentine Government will be incorporated as shareholdersshareholder, with a stake of TJSM or TMB, as applicable, which in turn may diluteat least 70% pursuant to FONINVEMEM arrangements for CVOSA. The dilution of our interest in TJSM and TMB. See “Item 3.D. Risk Factors—Risks Relating to Our Business—Our interests in TJSM, TMB and CVOSA may be significantly diluted.” If such dilution were to occur, we may no longer have veto rights or the right to appoint any memberscould reduce our income from these power plants, adversely affecting our results of the board of directors and supervisory committee pursuant to the terms of the TJSM and TMB shareholders agreements.
Ecogas Group - Inversora de Gas del Centro S.A. (IGCE)
IGCE is a private, unlisted company. Its only significant asset isassets are a 51.00%55.29% interest in DGCE, a company engaged in the distribution of natural gas in the provinces of CóCórdoba, La Rioja and Catamarca. We hold a 44.10% interest in IGCE and a direct 17.20% interest in DGCE. Therefore, we hold, both directly and indirectly, a 39.69% of DGCE’s capital stock. In the year ended December 31, 2017, IGCE (including a direct interest in DGCE) accounted for 8.22% of our net income (see "Item 4. Information of the Company—Recent Developments—Potential sale of our interes in Ecogas"and "Item 4. Information of the Company—Recent Developments—Preliminary Merger Agreement between IGCE, IGCU, RPBC and MAGNA").
As of the date of this annual report, we hold a 44.10%42.31% interest in IGCU,IGCE and therefore,a direct 17.20% interest in DGCE. Therefore, we hold, both directly and indirectly, a 40.59% of DGCE’s capital stock and indirectly have a 22.49%21.58% interest in DGCU’sDGCU’s capital stock.
In the year ended December 31, 2017, IGCU2020, IGCE (including a direct interest in DGCE) accounted for 3.87%a gain of 1.42% of our consolidated net income.(see "Item 4. Informationincome (see “Item 4.A. History and development of the Company—Recent Developments—Potential sale of our interes in Ecogas"Distribuidora de Gas Cuyana S.A. (DGCU) and "Item 4. InformationDistribuidora de Gas del Centro S.A. (DGCE)” and “Item 4.A. History and development of the Company—Recent Developments—Preliminary Merger Agreement between IGCE, IGCU, RPBC andMAGNA" MAGNA”).
Transportadora de Gas del Mercosur S.A. (TGM)
TGM is a private, unlisted company. We hold a 20.00% interest in the capital stock of TGM, which owns a natural gas pipeline extending from Aldea Brasilera (in the Province of Entre Rios) to Paso de los Libres (in the Province of Corrientes). In the year ended December 31, 2017,2020, TGM accounted for 7.09%a loss equaling 0.23% of our consolidated net income.
The remaining 80.00% is owned by Total Gas y Electricidad Argentina S.A. (32.68%), Tecpetrol S.A. 21.79%(21.79)%, RPM Gas S.A. (14.63%) and Compañía General de Combustibles S.A. (10.90%).
The pipeline is approximately 450 km long and its transportation capacity reaches up to 15 million cubic meters per day. In 2009, TGM terminated its contract with YPF, TGM’sTGM’s only customer at the time, as a result of YPF’sYPF’s repeated breaches. On December 22, 2017, YPF agreed to pay TGM, without recognizing any facts or rights, US$114 million in order to end TGM’sTGM’s claim against YPF. On April 16, 2018, after collecting payments made by YPF, TGM distributed dividends in the amount of Ps1,153.20 million (US$57.03 million), from which we received Ps.230.64 million (approximately US$11,406,528 (Ps.230.64 million)11,4 million as of such date).
Energía Sudamericana S.A.
Energía Sudamericana S.A. is a private, unlisted company, engaged in natural gas commercialization. We hold a 2.45% direct interest in the capital stock of Energía Sudamericana S.A., according toplus a 41.06% indirect interest in its capital stock, through our equity interest in IGCE. In the company.year ended December 31, 2020, Energía Sudamericana S.A. did not account for a material portion of our net income.
COySERV S.A.
COySERV S.A. is a private, unlisted company, engaged in services and constructions related to the gas industry. We hold a 11.97%% indirect interest in the capital stock of COySERV S.A., through our equity interests in IGCE, DGCE and DGCU. In the year ended December 31, 2020, COySERV S.A. did not account for a material portion of our net income
The breakdown for the Company’sCompany’s total net income for the year ended December 31, 20172020 is as follows: (i) Proener S.A.U. accounted for a gainloss equaling 0.05%0.17% of our consolidated net income; (ii) CP Renovables accounted for a loss, without taking into account the resultsgain, equaling 45.29% of its subsidiaries CP Achiras and CP La Castellana, equaling 0.27% of our consolidated net income; (iii) CP Achiras accounted for a lossgain equaling 0.23%7.73% of our consolidated net income; (iv) CP La Castellana accounted for a lossgain equaling 0.64%10.65% of our consolidated net income; (v) TJSM accounted for 0.64%a gain of 1.26% of our consolidated net income; (vi) TMB accounted for 0.67%a loss of 0,03% of our consolidated net income; (vii) the Ecogas Group, which includes IGCE (including a direct interest in DGCE) accounted for 8.22%a gain of 1.42% of our consolidated net income; (viii) IGCUVientos La Genoveva accounted for 3.87%a loss equaling 14.89% of our consolidated net income; (ix) Vientos la Genoveva II accounted for a gain equaling 5.18% of our consolidated net income; (x) Manque accounted for a gain of 0.77% of our consolidated net; income; (xi) Los Olivos accounted for a gain of 2.40% of our consolidated net income; (xii) CPR Energy Solutionsaccount for a gain of 1.24% of our consolidated net income(ix) (xiii) TGM accounted for 7.09%a loss equaling 0.23% of our consolidated net income;income; (xiv) CVOSA accounted for 2.62% of our consolidated net income; and (x)(xvi) Central Puerto (on an unconsolidated basis, excluding profits from associates and subsidiaries) accounted for 80.60%61.96% of our consolidated net income.
Business Overview
All of our operations are concentrated in four complexesthirteen plants in Argentina, and our portfolio can be divided into two types of electric power generation plants: (i) electric power generation from conventional sources and (ii) electric power generation from renewable sources.
The table below details certain operating features regarding the four primary complexesour power generation assets for the periods indicated:
Continuing operations:
For the year ended December 31, | For the year ended December 31, | |||||
2017 | 2016 | 2015 | 2020 | 2019 | 2018 | |
| Generation—GWh/year | ||||||
| Puerto Complex | 8,737 | 9,197 | 8,737 | 6,796 | 7,108 | 7,053 |
| Luján de Cuyo plant | 3,170 | 3,092 | 3,519 | 2,686 | 2,959 | 2,996 |
Brigadier López plant (3) | 71 | 127 | - | |||
| Terminal 6 | 12 | - | ||||
| Piedra del Águila plant | 3,719 | 2,351 | 4,742 | 3,435 | 3,920 | 4,209 |
| La Castellana I wind farm (2) | 437 | 418 | 148 | |||
| la Castellana II wind farm (2) | 74 | 33 | - | |||
| Achiras wind farm (2) | 213 | 202 | 73 | |||
| Manque wind farm (2) | 228 | 18 | - | |||
| Olivos wind farm (2) | 87 | - | ||||
| La Genoeva I wind farm (2) | 99 | - | ||||
| La Genoveva II wind farm (2) | 190 | 58 | - | |||
| Total | 15,627 | 14,639 | 16,997 | 14,329 | 14,849 | 14,479 |
| Sales under the Energía Base and electric power sales on the spot market—GWh/year | ||||||
| Puerto Complex | 8,679 | 9,133 | 8,681 | 6,073 | 7,073 | 7,027 |
| Luján de Cuyo plant | 3,158 | 3,085 | 3,512 | 1,932 | 2,722 | 2,923 |
Brigadier López plant (3) | - | |||||
| Terminal 6 | - | |||||
| Piedra del Águila plant | 3,719 | 2,351 | 4,720 | 3,435 | 3,920 | 4,209 |
| La Castellana I wind farm (2) | - | |||||
| la Castellana II wind farm (2) | - | |||||
| Achiras wind farm (2) | - | |||||
| Manque wind farm (2) | - | |||||
| Olivos wind farm (2) | - | |||||
| La Genoeva I wind farm (2) | - | |||||
| La Genoveva II wind farm (2) | - | |||||
| Total | 15,557 | 14,569 | 16,912 | 12,146 | 13,715 | 14,159 |
| Sales under contract—GWh/year | ||||||
| Sales under contracts and Power Purchase Agreements—GWh/year | ||||||
| Puerto Complex | 61 | 63 | 59 | 18 | 38 | 30 |
| Luján de Cuyo plant | 101 | 63 | 86 | 774 | 237 | 86 |
Brigadier López plant (3) | 71 | 127 | - | |||
| Terminal 6 | - | |||||
| Piedra del Águila plant | - | 40 | - | |||
| La Castellana I Achiras(2) | 437 | 418 | 148 | |||
| la Castellana II (2) | 71 | 33 | - | |||
| Achiras (2) | 213 | 202 | 73 | |||
| Manque (2) | 212 | 18 | - | |||
| La Genoveva II (2) | 180 | 58 | - | |||
| Olivos wind farm (2) | 79 | - | ||||
| La Genoeva I wind farm (2) | 46 | - | ||||
| Total | 162 | 126 | 184 | 2,100 | 1,133 | 344 |
| Energy purchases—GWh/year | ||||||
| Puerto Complex | 3 | 1 | 1 | 2 | 3 | |
| Luján de Cuyo plant | 90 | 55 | 80 | 3 | - | 14 |
Brigadier López plant (3) | - | |||||
| Piedra del Águila plant | - | 17 | - | |||
| La Castellana I (2) | - | |||||
| La Catellana II (2) | - | |||||
| Achiras (2) | - | |||||
| Manque (2) | - | |||||
| La Genoveva II (2) | - | |||||
| Total | 92 | 56 | 99 | 4 | 2 | 17 |
| Steam production (metric tons/year) | ||||||
| Luján de Cuyo plant | 1,177,661 | 1,114,908 | 1,069,967 | 1,081,959 | 1,031,044 | 1,102,515 |
| Total | 1,177,661 | 1,114,908 | 1,069,967 | 1,081,959 | 1,031,044 | 1,102,515 |
Natural gas consumption—MMm3/year | ||||||
| Puerto Complex | 1,132 | 790 | 605 | 1,097 | 1,417 | 1,301 |
| Luján de Cuyo plant | 605 | 454 | 529 | 553 | 587 | 599 |
| Piedra del Águila plant | - | |||||
Brigadier López plant (3) | 12 | 30 | - | |||
| Total | 1,737 | 1,244 | 1,134 | 1,662 | 2,034 | 1,900 |
Gas oil consumption—thousands of m3/year | ||||||
| Puerto Complex | 218 | 353 | 258 | 119 | 48 | 84 |
| Luján de Cuyo plant | - | 18 | - | |||
| Piedra del Águila plant | - | |||||
Brigadier López plant (3) | 8 | 9 | - | |||
| Total | 218 | 353 | 275 | 126 | 57 | 84 |
| Fuel oil consumption—thousands of tons/year | ||||||
| Puerto Complex | 643 | 939 | 1,133 | 269 | 80 | 288 |
| Luján de Cuyo plant | 41 | 162 | 207 | 11 | 6 | 33 |
| Piedra del Águila plant | - | |||||
Brigadier López plant (3) | - | |||||
| Total | 684 | 1,102 | 1,340 | 279 | 86 | 321 |
Availability—% per year(1) | ||||||
| Availability—% per year(1) | ||||||
| Puerto Complex | 91% | 75% | 93,32% | 93.90% | 87.90% | |
| Luján de Cuyo plant | 93% | 81% | 89% | 71,89% | 89.38% | 89.77% |
Brigadier López plant (3) | 96,14% | 97.25% | N/A | |||
| Piedra del Águila plant | 100% | 97,78% | 96.68% | 100% | ||
| Weighted average for thermal units | 91.70% | 76.22% | 78.61% | |||
Weighted average for the Company(1) | 94.97% | 85.57% | 87.02% | |||
| Weighted average for thermal units(1) | 88,70% | 93.22% | 88.77% | |||
Weighted average for thermal and hydro plants(1) | 91,94% | 94.46% | 92.76% | |||
Source: CAMMESA.
| (1) | Weighted average based on the power capacity of each |
For the year ended December 31, | |||
2017 | 2016 | 2015 | |
| Generation—GWh/year | |||
| La Plata plant | 837 | 905 | 688 |
| Total | 837 | 905 | 688 |
| Sales under the Energía Base and electric power sales on the spot market—GWh/year | |||
| La Plata plant | 355 | 309 | 200 |
| Total | 355 | 309 | 200 |
| Sales under contract—GWh/year | |||
| La Plata plant | 533 | 641 | 639 |
| Total | 533 | 641 | 639 |
| Energy purchases—GWh/year | |||
| La Plata plant | 51 | 45 | 152 |
| Total | 51 | 45 | 152 |
| Steam production (metric tons/year) | |||
| La Plata plant | 1,599,476 | 1,708,465 | 1,360,608 |
| Total | 1,599,476 | 1,708,465 | 1,360,608 |
Natural gas consumption—MMm3/year | |||
| La Plata plant | 199 | 181 | 146 |
| Total | 199 | 181 | 146 |
Gas oil consumption—thousands of m3/year | |||
| La Plata plant | - | 9 | 21 |
| Total | - | 9 | 21 |
| Fuel oil consumption—thousands of tons/year | |||
| La Plata plant | - | - | - |
| Total | - | - | - |
Availability—% per year(1) | |||
| La Plata plant | 85% | 91% | 83% |
| (2) | La Castellana I, La Castellana II, Achiras, Manque, and La Genoveva II wind farms are owned by CP La Castellana S.A.U., CPR Energy Solutions S.A.U., CP Achiras S.A.U., CP Manque S.A.U., and Vientos La Genoveva II S.A.U., respectively, the first four of which are fully owned subsidiaries of CP Renovables S.A. while the last one is a fully owned subsidiary of Central Puerto S.A. As of the date of this annual report, we own a 100% interest in CP Renovables. See “Item 4.B. Business Overview—Our Subsidiaries”. As of December 31, |
As of December 31, 2019, La Castellana II wind farm had an authorized installed capacity of 14.40 MW. On February 21, 2020 CAMMESA granted the authorization to increase the output to the grid for up to 15.20 MW. This increase in the plant’s power capacity was not included in the table above.
On February 21, 2020, Los Olivos wind farm was granted the commercial authorization by CAMMESA for up to a power capacity of 22.80 MW, which is not included in the table above.
Discontinued operations(1):
For the year ended December 31, | |||
2020 | 2019 | 2018 (1) | |
| Generation—GWh/year | |||
| La Plata plant | - | - | 10 |
| Total | - | - | 10 |
| Sales under the Energía Base and electric power sales on the spot market—GWh/year | |||
| La Plata plant | - | - | 10 |
| Total | - | - | 10 |
| Sales under contract—GWh/year | |||
| La Plata plant | - | - | - |
| Total | - | - | - |
| Energy purchases—GWh/year | |||
| La Plata plant | - | - | - |
| Total | - | - | - |
| Steam production (metric tons/year) | |||
| La Plata plant | - | - | 19,392 |
| Total | - | - | 19,392 |
Natural gas consumption—MMm3/year | - | ||
| La Plata plant | - | 4 | |
| Total | - | - | 4 |
Gas oil consumption—thousands of m3/year | |||
| La Plata plant | - | - | - |
| Total | - | - | - |
| Fuel oil consumption—thousands of tons/year | |||
| La Plata plant | - | - | - |
| Total | - | - | - |
Availability—% per year(1) | |||
| La Plata plant | - | 100% | |
Source: CAMMESA.
| (1) | Effective as of January 5, 2018, we sold the La Plata plant to YPF EE. For further information, see “Item |
Additionally, the table below details shows the availability features regarding the three complexes that we operateFONINVEMEM Plants for the periods indicated:
Source: Central Puerto, CAMMESA
The following graph shows the evolution of Central Puerto’sPuerto’s electric power generation for the period 2013-2017:2013-2020:
Source: CAMMESA. The graph (i) includes generation of companies that were absorbed by Central Puerto in 2014 (see Business Section—Section—The 2014 merger) and (ii) excludes the La Plata plant, which as of December 31, 2017, was classified as a disposal group held for sale and its respective results as a discontinued operation in our audited consolidated financial statements. Effectiveeffective as of January 5, 2018, we sold the La Plata plant to YPF EE. For further information, see “Item 4. Information4.A. History and development of the Company—Recent Developments—La Plata Plant Sale”.) The reduction of the year 2018, was influenced by (i) the sale of the La Plata Plant, and (ii) a 3-months long-term maintenance in our Puerto Combined Cycle (765MW).
Electricity Generation from our Thermal Generation Plants
As of December 31, 2017,2020, we owned five thermal generation plants across three complexes: Puerto La PlataComplex, Brigadier Lopez and LujáLuján de Cuyo. As of December 31, 2017, the La Plata plant was classified as a disposal group held for sale and its respective results as a discontinued operation in our audited consolidated financial statements. Effective as of January 5, 2018, we sold the La Plata plant to YPF EE. For further information, see “Item 4. Information of the Company—Recent Developments—La Plata Plant Sale”.)
Puerto Complex
Our Puerto Complex is composed of two facilities, Nuevo Puerto, including the Puerto combined cycle plant, and Puerto Nuevo (collectively, the “Puerto Complex”“Puerto Complex”), located in the port of the City of Buenos Aires on the bank of the Río de la Plata. The two facilities are close to one another inside a complex of 246,475 square meters with a total installed capacity of 1,714 MW. Nuevo Puerto’sPuerto’s facilities (which includes both the Nuevo Puerto plant and the Puerto combined cycle plant) has 70,518 square meters. Puerto Nuevo has approximately 92,370 square meters.
Nuevo Puerto’sPuerto’s facilities were completed in 1926 and Puerto Nuevo’sNuevo’s facilities were completed in 1930. The two facilities were merged into a single company in the 1980s within SEGBA, which was later converted to Central Puerto after the privatization in 1992.
Nuevo Puerto is located at Av. Thomas Edison 2001/2151 in the City of Buenos Aires in the northern part of the complex and has two conventional steam turbine generator sets (steam turbine units 5 and 6). The plant is capable of running on natural gas and fuel oil and has a current installed capacity of 360 MW.
The Puerto combined cycle plant was built at Nuevo Puerto’sPuerto’s facilities and commenced commercial operations in 2000. The Puerto combined cycle plant has an installed capacity of 765 MW and is composed of two GEGeneral Electric 9FA gas turbines, two heat recovery steam generators and a GEGeneral Electric D11 steam turbine. The Puerto combined cycle plant is one of the most modern and efficient plants in Argentina and is capable of running on natural gas and gas oil. In addition, since 2011, the facilities were modified to allow for the use of a blend of up to 20.00% gas oil and biodiesel when running on liquid fuel.
Puerto Nuevo is located at Av. Thomas Edison 2701 in the City of Buenos Aires in the southern part of the complex and has three conventional steam turbine generator sets (steam turbine units 7, 8 and 9). The plant is capable of running on natural gas and fuel oil and has an installed capacity of 589 MW.
Technology. The steam turbine generators at both facilities include turbines with high, medium and low pressurelow-pressure stages that run on superheated steam from a dedicated conventional heat generator. The steam turbine generator works on a cycle. Water flows towards a heat generator that creates steam. The expansion of the steam makes the turbine rotate, triggering an electric power producing generator. Once the steam has been used in the turbine, it is collected in condensers where it returns to its liquid form, and the water flows again towards the heat generator to produce more steam and feed the turbine again.
The combined cycle technology is one of the most efficient fossil fuel-based electric power generation technologies available. It works by first feeding each gas turbine with a mix of fuel and air. The gas that is produced from this process expands rapidly due to combustion and the generator and turbine ultimately convert the resulting rotational energy into electric power. The exhaust gas from each turbine is collected and channeled to a heat recovery steam generator (HRSG) that uses the heat energy contained in the gas turbine exhaust gas to produce steam. The steam that is produced is injected into a steam turbine where it expands and transmits energy to the turbine, which converts the energy into electric power through a generator. Similar to the case of a conventional steam turbine, the steam is condensed and sent back to the circuit to produce more steam.
Location. The Puerto Complex is located inside the port of the City of Buenos Aires and has a right-of-way to use the port facilities, allowing it to receive and store fuel on a large scale. The liquid fuel (gas oil, fuel oil and biodiesel) is delivered by ships that dock near the premises, where the fuel is directly unloaded at the complex. To provide operating flexibility, the Puerto Nuevo and Nuevo Puerto facilities have underground connection systems, which are used to move fuel between plants based on each plant’splant’s delivery needs.
The Puerto Complex’sComplex’s location on the bank of the Río de la Plata is also convenient in terms of water supply, which is a basic input for our plants. Water is integral both for creating steam and cooling the generation units. Puerto Nuevo and Nuevo Puerto have water treatment facilities that are capable of taking water from the river and delivering it at the quality required for each stage of the electric power generation process.
We currently own the property where the Nuevo Puerto, Puerto combined cycle and Puerto Nuevo plants are located.
Supply. The electric power produced at each plant is delivered to the SADI through a transformer belonging to our generation units. The transformer adjusts the generator output voltage to the voltage required by the network. The electric power is delivered at 132 KV sub-stations neighboring the plants, which are currently operated by Edenor S.A. (the holder of the electric power distribution concession in the area where the Puerto Complex is located).
Luján de Cuyo Plant
The LujáLuján de Cuyo plant is located in LujáLuján de Cuyo, Mendoza and has an installed capacity of 509 MW.595.32MW. The plant began operating in 1971.
Technology. The LujáLuján de Cuyo plant has nineeleven generating units, fivesix gas turbines, four steam turbines and a mini-hydroelectric turbine (which began operating in 2013). The plant has a total installed capacity of 509595.32 MW.
The main generator is a combined cycle unit composed of a Siemens gas turbine (TG25) and a SköSköda steam turbine (TV15). We believe this is state-of-the-art technology is state-of-the-art and our combined cycle unit is highly efficient.
The plant also has a combined heat and power (CHP) unit in place, which commenced operations on October 5, 2019. This unit supplies up to 125 tons per hour of steam to YPF’sYPF’s refinery in LujáLuján de Cuyo under a steam provision contract. The plant has two Alstom-branded Frame5-typeSiemens gas turbines (TG23(TG26 and TG24)TG27) and two HRSGs.heat recovery steam generators. The steam flows into YPF’sYPF’s facilities through a steam duct that connects the plant to the refinery. Both gas turbines can operate on natural gas or gas oil.
The Luján de Cuyo plant also had an ABB combined cycle unit in place composed of two gas turbines (TG21, TG22) and a steam turbine (TV14), which operates on natural gas or gas oil, or on blends of gas oil and biodiesel (up to 30.00%). As of the date of this annual report,Since TG21 is out of service and hashad been out of service since 2014. We are considering whether2014, we petitioned CAMMESA an authorization to repairdisconnect this unit from the WEM, which was granted in April 2019. Additionally, we requested the disconnection of the steam turbine unit TV14, due to the low power output capacity of the unit, and assessingwhich was granted in October 2019. The technical characteristics of TG22 allow it to operate as an open cycle gas turbine. As a result, only the economic and financial costs of such potential work. Thepower capacity of this equipmentTG22 was not taken into account for purposesthe purpose of describing the total capacity of the LujáLuján de Cuyo plant in this annual report.
In 2013, a mini hydroelectric turbine began operations under the GENREN program, a renewable energy program sponsored by the Ministerio de Planificación (Planning Ministry), (currently the Ministry of Energy). The operation consists of a turbine and a 1 MW Ossberger generator and relies on the waterfall inside the LujáLuján de Cuyo plant’splant’s premises to generate energy. The waterfall is connected to the Mendoza River, and the water from the waterfall is channeled towards the plant to cool the steam turbine condensers.
In 2013, we also made the necessary investments to generate and sell electric power in the Energía Plus. To such end, we augmented the combined-cycle facilities (TG25-TV15) to increase the power of the generator assembly by 16 MW. Under the rules and regulations of the Energía Plus, the generator buys the fuel to cover the committed demand of electric power and supplies the energy to large electric power consumers at market prices, denominated in U.S. dollars, previously agreed between the generator and its clients. Under these agreements, the generator needs to have a contract for the supply of fuel for generation purposes to cover the committed demand.
Location. The plant is located inside the Provincial Industrial park in LujáLuján de Cuyo, Mendoza. The plant is close to other industrial facilities, including YPF’s LujáYPF’s Luján de Cuyo refinery.
The premises on which the LujáLuján de Cuyo plant is located are on the banks of the Mendoza River, a major river in the Mendoza province. The LujáLuján de Cuyo plant’splant’s access to water from the Mendoza River provides it with a source of water to supply the generation process and to cool the condensers. The facility has a water treatment plant with production levels suitable to meet its requirements.
Supply. The electric power generated by the units installed in the LujáLuján de Cuyo plant is delivered to the SADI through a connection between the network and the LujáLuján de Cuyo 132 KV sub-station, which is adjacent to the plant. The sub-station is operated by Distrocuyo, an operator of the trunk pipeline system from the Cuyo region. Steam is delivered to YPF pursuant to separate contract (apart from the La Plata plant YPF agreement) through a short pipeline that connects our LujáLuján de Cuyo plant with YPF’sYPF’s adjacent LujáLuján de Cuyo refinery.
Because the LujáLuján de Cuyo plant is land-locked, liquid fuels must be transported by land, typically by truck. To accommodate the fuel supply chain, the plant has an unloading area for trucks with facilities equipped to receive gas oil, fuel oil and biodiesel. YPF is required to supply natural gas to be used on-site, and, in the event of a shortage, YPF is required to supply gas oil for up to 45 days per year. The location of the YPF-owned LujáLuján de Cuyo refinery makes the logistics process easier due to the proximity of the LujáLuján de Cuyo refinery to the LujáLuján de Cuyo plant.
Brigadier López Plant
Brigadier López power plant is located in the Sauce Viejo Industrial Park, in the city of Sauce Viejo, Santa Fe. The plant has an installed capacity of 280.5 MW and has been in operation since August 2012.
In 2010, the public sector power generation company IAESA (formerly named ENARSA) began the construction of the plant. In 2012, ENARSA set the COD of the open cycle Gas Turbine, completing the first stage of the project. In June 2019, Central Puerto acquired the plant, with the objective to install a steam turbine, which was already acquired, with an installed capacity of up to 140 MW in a combined cycle configuration together with the existing gas turbine. As of the date of this annual report, the facilities construction of the combined cycle plant is pending (see Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the completion of the project, or alter our plans for the expansion of our existing plants” and “Item 3D. Risk Factors—Risks Relating to our Business—The novel coronavirus could have an adverse effect on our business operations and financial condition”)
Technology: The Brigadier Lopez Power Plant has one operating power generation unit, with 280.5 MW of installed capacity (which could reach up to 420 MW of total capacity, operating as a combined cycle unit). This generating unit is composed of a modern Siemens Gas Turbine (TG01) model SGT5-4000 F and an air-cooled Siemens power generator, model SG 1000A. The Gas Turbine can operate both on natural gas and gas oil (diesel oil).
In addition, the plant has at its location a 140 MW Steam Turbine model SST-900 RH Dual Casing and a Heat Recovery Steam Generator, installation of which has not been completed as of the date of this annual report. Under a combined cycle configuration, the Brigadier Lopez plant would operate as a highly efficient combined cycle, increasing both its efficiency and total power capacity.
Location: The plant is located in the Sauce Viejo Industrial Park, nearby many other industrial facilities. Sauce Viejo industrial park is located on the National Highway N° 11, 20 km from Santa Fe City, capital of the province of Santa Fe. This location is highly convenient due to its accessibility and logistic advantages.
Furthermore, the Brigadier López power plant is located on the banks of the Coronda River, one of the major branches of the Paraná River. Such access from the Coronda River provides a source of water supply for the generation process and the steam turbine’s condenser. The facility has a water treatment plant with production levels suitable to meet its requirements.
Supply: The electric power generated by the units installed in the Brigadier Lopez power plant is delivered to the SADI, first through a high voltage power transformer, and then through the Brigadier Lopez 132 kV power sub-station. While the transformer is property of Central Puerto, the sub-station is operated by EPE Santa Fe (holder of the electric distribution and transmission concession in the Province of Santa Fe). The transformer changes the generator’s voltage output to meet the required voltage of the electrical grid, and the sub-station serves as an interface between the Brigadier Lopez plant and the overhead transmission lines connected to the SADI.
The plant operates most of the time using natural gas. It is connected to the main gas pipeline (GNEA) through a 19 km dedicated pipeline that guarantees supply of natural gas. Alternatively, the plant can also be operated using liquid fuels which must be transported by land, typically by truck. To accommodate the fuel supply chain, the plant has an unloading area for trucks with facilities equipped to receive and deliver gas oil. Alternatively, the plant also has a dock (operation not available yet), that will be capable of receiving liquid fuels transported by ship.
Maintenance
The plants have repair shops, warehouses and facilities suitable for the operation and maintenance of the units. Maintenance of the plants is coordinated with CAMMESA in order to avoid shortage in the power grid. Repair and maintenance procedures are key to the success of our business and are conducted according to unit type by either our own staff or under long-term service agreements executed with leading global companies in the construction and maintenance of thermal generation plants, such as (i) General Electric, which is in charge of the maintenance of the Puerto combined cycle plant and part of the LujáLuján de Cuyo-based units, and (ii) Siemens, which is in charge of the maintenance of the combined cycle and the new cogeneration unit based in LujáLuján de Cuyo, under a contract that includes the provision of parts and labor.
Under long-term service agreements, suppliers provide materials, spare parts, labor and on-site engineering guidance in connection with scheduled maintenance activities, in accordance with the applicable technical recommendations.
Our own staff is in charge of the maintenance of the steam turbine generator sets. We maintain an inventory of the necessary spare parts on-site, which ensures the immediate availability of parts when needed. This reduces the time it takes to replace the spare parts while ensuring a supply of spare parts that may no longer be available in the market.
Our accurate planning of in-house maintenance and outsourced maintenance by General Electric and Siemens under the long-term service agreements allows us to minimize downtime and reduce the government imposedgovernment-imposed outage rate of the units, thus maximizing their efficiency.
Fuel and Water Supply for Thermal Generation
Our conventional resource plants operate on three different types of fuel: (i) natural gas in all units, (ii) fuel oil in the steam turbines exclusively and (iii) gas oil in the gas turbines and combined cycle units. In addition, a mix of bio-diesel and gas oil may be used in certain percentages in our dual combined cycle units.
The table below shows the potential consumption (calculated as the standard consumption declared by CAMMESA based on the unit manufacturer’smanufacturer’s specifications, assuming the unit produces energy throughout the entire day) of fossil fuel by our units:the units in the conventional resource plants we owned as of December 31, 2020:
Plant | Unit | Natural gas (thousands of m3/day) | Gas oil (m3/day) | Fuel oil (tons/day) |
| Puerto combined cycle | CEPUCC11 | 1,720 | 1,821 | - |
| Puerto combined cycle | CEPUCC12 | 1,720 | 1,821 | - |
| Nuevo Puerto | NPUETV05 | 794 | - | 710 |
| Nuevo Puerto | NPUETV06 | 1,610 | - | 1,445 |
| Puerto Nuevo | PNUETV07 | 980 | - | 867 |
| Puerto Nuevo | PNUETV08 | 1,337 | - | 1,174 |
| Puerto Nuevo | PNUETV09 | 1,601 | - | 1,432 |
| Subtotal Puerto Complex | 9,763 | 3,643 | 5,628 | |
| Luján de Cuyo | LDCUCC25 | 1,418 | - | - |
| Luján de Cuyo | LDCUTV11 | 447 | - | 411 |
| Luján de Cuyo | LDCUTV12 | 457 | - | 409 |
| Luján de Cuyo | LDCUTG22 | 282 | 286 | - |
| Luján de Cuyo | LDCUTG23 | 70 | 68 | - |
| Luján de Cuyo | LDCUTG24 | 70 | 68 | - |
| Luján de Cuyo | LDCUTG26 | 203 | 198 | - |
| Luján de Cuyo | LDCUTG27 | 203 | 198 | - |
| Subtotal Luján de Cuyo plant | 3,150 | 818 | 820 | |
| Brigadier López | BLOPTG01 | 1,758 | 1,811 | 0 |
| Subtotal Brigadier López | 1,758 | 1,811 | 0 | |
| Terminal 6 | TER6CC11 | 1,665 | 1,720 | |
| Subtotal Terinal 6 | 1,665 | 1,720 | ||
| Total Central Puerto | 16,336 | 7,9928 | 6,449 |
| Plant | Unit | Natural gas (thousands of m3/day) | Gas oil (m3/day) | Fuel oil (tons/day) |
| Puerto combined cycle | CEPUCC11 | 1,749 | 1,832 | |
| Puerto combined cycle | CEPUCC12 | 1,749 | 1,832 | |
| Nuevo Puerto | NPUETV05 | 830 | 715 | |
| Nuevo Puerto | NPUETV06 | 1,610 | 1,458 | |
| Puerto Nuevo | PNUETV07 | 1,100 | 888 | |
| Puerto Nuevo | PNUETV08 | 1,421 | 1,178 | |
| Puerto Nuevo | PNUETV09 | 1,629 | 1,393 | |
| Subtotal Puerto Complex | 10,088 | 3,664 | 5,633 | |
| Luján de Cuyo | LDCUCC22 | 250 | 246 | |
| Luján de Cuyo | LDCUCC25 | 1,414 | ||
| Luján de Cuyo | LDCUTV11 | 450 | 412 | |
| Luján de Cuyo | LDCUTV12 | 461 | 421 | |
| Luján de Cuyo | LDCUTG23 | 69 | 67 | |
| Luján de Cuyo | LDCUTG24 | 69 | 67 | |
| Subtotal Luján de Cuyo plant | 2,713 | 380 | 833 | |
| Total Central Puerto | 12,800 | 4,044 | 6,466 |
| Plant | Unit | Natural gas (thousands of m3/day) | Gas oil (m3/day) | Fuel oil (tons/day) |
La Plata(1) | ENSETG01 | 698 | 715 | |
| Total La Plata plant | 698 | 715 | 0 |
Our exposure to changes in fuel prices is limited because, under the existing regulations, the necessary fuel to produce our base energy is supplied by CAMMESA without any charge. Similarly, inIn the case of our PPA contracts, variations in the cost of fuel are taken into account to determine the price of the electric power sold. In the same way, theThe price that the generators receive for this energy is determined by the Secretariat of Electric Energy, without provisions for the price of the fuel supplied.
With respect to water consumption, water has an associated cost only in certain specific cases since we produce the necessary water with our own facilities. The water of the La Plata plant, which YPF EE agreed to purchase from us, subject to certain conditions, is provided by YPF, our client, and has a cost attached to it when the consumption exceeded the amount that had been previously agreed upon under our contract with YPF. Similarly, inIn the case of the supply of steam to YPF’s LujáYPF’s Luján de Cuyo plant in Mendoza, we pay for the water when the water consumption thresholds set forth in the contract with YPF are exceeded.
Electricity Generation from our Hydroelectric Complex
Piedra del Águila
The Piedra del ÁguilaÁguila hydroelectric complex is the largest private sector hydroelectric generation complex in Argentina. It was completed in 1994 and is located approximately 1,200 kilometers to the southwest of Buenos Aires at the edge of Limay River and on the border of the NeuquéNeuquén and Río Negro provinces. Piedra del ÁguilaÁguila has an installed capacity of 1,440 MW from four 360 MW generating units.
Piedra del ÁguilaÁguila has a gravity dam made of concrete, with a maximum height of 170 meters from its foundation, a power plant with four generating turbines of 360 MW each, intake and pipeline works, a spillway with an unloading capacity of 10,000 cubic meters per second, river diversion works, unloading equipment with a capacity of 1,500 cubic meters per second, and construction facilities, including access roads, a bridge and electric power supply. The dam is designed to be able to accommodate two additional turbines of 360 MW, although, as of the date of this annual report, we do not plan to have them installed (they would provide the plant with increased power to supply demand peaks, but would not change the electric power generated per year since such generation depends on river water levels).
Water resources allow Piedra del ÁguilaÁguila to generate an average of 4,6784,586 GWh per year (based on historical operations between 1994 and 2017,2020, exclusive of electric power generated for internal use). During this period, the maximum generation in a single year was 7,333 GWh7,333GWh in 2006 and the lowest was 2,351 GWh2,351GWh in 2016.
The following table shows the electric power generated by Piedra del ÁguilaÁguila during the period 1994-2017:1994-2020:
Source: CAMMESA
The Dam. The Piedra del ÁguilaÁguila dam is composed of approximately 2.8 million cubic meters of waterproof concrete. It is 860 meters long and approximately 170 meters high (from its foundation). The storage capacity of the dam totals 12 billion cubic meters, out of which six billion cubic meters are usable, which would allow for 45 days’days’ generation at a capacity of 1,440 MW on a 24-hour basis.
Safety of the Paleochannel. On the left bank of the dam there is a fluvial valley filled with basalt, which we refer to as the “paleochannel.“paleochannel.” This natural structure consists of the second part of the river closing, which was made waterproof to ensure stability. The paleochannel contained a potential leakage zone on the left bank. To mitigate risks associated with this potential leakage zone, a number of works were performed to reduce drainage gradients and ensure stability prior to the initial filling of the dam:
| ● | Cutoff Curtain: To make the alluvial fill between the bedrock and the basalt contact area watertight, a cutoff curtain was created through grouting and chemical injections from horizontal tunnels of about 1,200 meters in length that were dug into the massif. |
| ● | Diaphragm Wall: This is a transition concrete structure of about 150 meters in length that connects the cutoff curtain to the dam. |
| ● | Drainage Curtain: This is a horizontal tunnel of over 400 meters in length dug in the rock massif that covers the entire transversal section of the paleochannel, from which drillings were performed to capture the leakage water that passes the cutoff curtain. |
| ● | Drainage Wells: These consist of five vertical wells of about 40 meters in depth and five meters in diameter located in a downstream area of the drainage curtain, from which sub-horizontal holes were drilled directed towards the basalt-alluvium contact to capture the water draining through such highly permeable zone. |
| ● | Pumping System: This consists of ten electric pumps installed in a gallery located in the amphitheater (the area at the bottom of the paleochannel massif) intended to maintain piezometric levels of one of the existing aquifers in the alluvium at predetermined levels to ensure the zone stability. |
The Power plant. The hydroelectric generation plant is located at the foot of the dam and has four Francis-type turbines with corresponding generators, transformers for each generator and operating, control and auxiliary equipment. The turbines are hydraulic turbines composed of vertical axes with a spiral steel casing. Each turbine has a rated capacity of 360 MW and a rated hydraulic load of 350 cubic meters per second and is designed to rotate at 125 rpm.
Each generator has a corresponding set-up transformer of 500 kV, which consists of a dual guide rod system, with a single SF-6 iron-isolated switch, to which all generating units are connected. The switch is connected to the SADI’sSADI’s transformer substation through two transmission lines. Energy is delivered at Piedra del Águila’sÁguila’s 500 KV plant, which is operated by Compañía de Transporte de Energía Eléctrica en Alta Tensión S.A. (“Transener”(“Transener”), which owns, operates and maintains the largest high voltage electric power transmission system in Argentina.
During the shutdowns and start-ups of the power station,plant, there are two 13.2 kV lines in place that serve as auxiliary service related to the local distribution network operated by Neuquén’sNeuquén’s energy regulatory authorities, two back-up generators, and two 110V stationary batteries, each of which is capable of supplying electric power.
The operation and maintenance of a hydroelectric plant are relatively simple compared to the labor-intensive requirements of thermal plants. To operate the plant, we mainly monitor the water flow, the electric power generation and the related equipment. The plant’splant’s operations staff is organized into several departments: (i) civil engineering (in charge of monitoring the equipment and the dam structure); (ii) operations (in charge of monitoring the delivery of the electric power); (iii) special services and technical support; and (iv) administration. Our employees are in charge of plant maintenance.
Operation and maintenance of the hydroelectric plant are managed in accordance with manufacturers’manufacturers’ recommendations and industry standards. To monitor management of the plant, we use performance metrics specified in Standard 762 of the Institute of Electrical and Electronics Engineers (IEEE).
All ordinary operation and maintenance tasks are performed by company personnel. Electromechanical maintenance of generators and auxiliary equipment focuses on fault prediction and prevention and is intended to minimize corrective maintenance and maximize availability of the generators.
Generators are operated in accordance with the requirements of the Organismo Encargado del Despacho (OED) (the “Dispatching Agency”“Dispatching Agency”) and in compliance with the Normas de Manejo de Aguas (NMA) (Water Management Standards). Water management and dam operation are overseen by the Autoridad Interjurisdiccional de Cuencas (Intergovernmental Basin Authority).
The status of the dam and paleochannel is audited every five years by an independent expert panel under the supervision of the Organismo Regulador de Seguridad de Presas (ORSEP) (Dam Safety Regulator). Fish and water quality are also monitored in the dam and tributaries at least four times per year.
The HPDA Concession Agreement. We entered into a concession agreement with the Argentine governmentGovernment that expires on December 29, 2023 (the “HPDA“HPDA Concession Agreement”Agreement”). Under the HPDA Concession Agreement, we are entitled to generate and sell electric power and use certain state-owned property, including the plant and its water resources. We can use the plant solely for the purpose of generating electric power. The Argentine governmentGovernment and the Intergovernmental Basin Authority are entitled to allocate or use in any other manner the current or future water resources without any obligation to compensate us. The HPDA Concession Agreement and the rights granted therein may not be assigned without the Argentine government’sGovernment’s prior consent. Upon the expiration of the concession term, the Argentine governmentGovernment will recover possession of the plant without any obligation to compensate us. We currently intend to seek the renewal of the HPDA Concession Agreement prior to its expiration.
Below we summarize certain terms of the HPDA Concession Agreement:
| ● | Operations: We are required to comply with certain standards and conduct certain activities, including maintaining Ps.2.7 million as a guarantee, maintaining the plant and complying with certain safety and environmental obligations, contributing to a repair fund, maintaining books and maintaining insurance, among others. |
| ● | Mandatory works: The Argentine Government may require us to carry out works jointly funded by it and us. |
| ● | Fees and royalties |
| ● | Indemnity: The Argentine Government indemnifies us in certain circumstances, including, among others, for damages or repairs that are not attributable to us or our agents and damages caused by downstream waters, in each case subject to certain conditions. We also indemnify the Argentine Government in certain circumstances. |
| ● | Fines: Any delay or failure by us to comply with the provisions of the HPDA Concession Agreement or the regulations concerning the generation and sale of electric power may result in fines imposed by the applicable regulatory authorities, calculated as a percentage of the plant annual revenues, depending on the type of breach. The Argentine Government may require that CAMMESA make payment of the fines directly to the Argentine Government out of proceeds from the electric power sold in the WEM. |
| ● | Termination: We and the Argentine Government may terminate the HPDA Concession Agreement in certain circumstances in which we fail to perform our obligations under the agreement and in which we are subject to fines or do not comply with the certain laws and regulations, among others. |
Supply. Substantially all of the electric power produced by Piedra del ÁguilaÁguila and other generators in the Comahue area is transported to locations where demand is higher. Demand is highest primarily in the Buenos Aires metropolitan area, which is located some 1,200 kilometers away from the plant. The distribution system from the Comahue region comprises two corridors with a total of four 500 kV transmission lines (the last of them started to operate in December 1999), in addition to a fifth line that connects Comahue to the Cuyo region, which started to operate in September 2011. Since the end of the construction of these last two lines, the plants in the Comahue region have been able to use the entire generation capacity.
Relationship with Provincial Governments. As members of the governing body of the Intergovernmental Basin Authority, the governments of NeuquéNeuquén and Río Negro are involved in the regulatory oversight of the water resources used by Piedra del Águila.Águila. In accordance with the HPDA Concession Agreement and Section 43 of Law No. 15,336, we are required to pay a 12.00% royalty on the revenues derived from electric power generation. This royalty is distributed between the provinces of NeuquéNeuquén and Río Negro in equal parts. The government of NeuquéNeuquén owns a 4.13%4.13 % stake in us.
Electricity Generation from our Wind Generation Plants
As of the date of this annual report we operate seven wind farms: La Castellana I and II and Achiras, Manque, Los Olivos and La Genoveva I and II.
La Castellana I Wind Farm
La Castellana I is a wind farm operated by CP La Castellana S.A.U., a wholly-owned subsidiary of CP Renovables, in which we have a majority interest. The wind farm is located in the south of the province of Buenos Aires, near the cities of Villarino and Bahía Blanca, and started its operations in August 2018.
It has a total installed capacity of 100.80 MW, from 32 wind turbines, supplied from Nordex-Acciona, of 3.15 MW each.
Achiras Wind Farm
Achiras is a wind farm operated by CP Achiras S.A.U., a wholly-owned subsidiary of CP Renovables, in which we have a majority interest. The wind farm is located in the east of the province of Córdoba, near the city of Achiras, and started its operations in September 2018.
It has a total installed capacity of 48 MW, from 15 wind turbines, supplied from Nordex-Acciona, of 3.2 MW each.
La Castellana II Wind Farm
La Castellana II is a wind farm operated by CPR Energy Solutions S.A.U., a wholly-owned subsidiary of CP Renovables, in which we have a majority interest. The wind farm is located in the south of the province of Buenos Aires, near the cities of Villarino and Bahía Blanca, and started its operations in July 2019.
It has a total installed capacity of 15.20 MW, from 4 wind turbines, supplied by Vestas, of 3.6 MW each.
Manque Wind Farm
Manque is a wind farm operated by CP Manque S.A.U., a wholly-owned subsidiary of CP Renovables, in which we have a majority interest. The wind farm is located in the east of the province of Córdoba, near the city of Achiras, and started its operations partially in December 2019 (38MW), in January 2020 (15.2 MW), and fully in March 2020 (3.8MW).
It has a total installed capacity of 57 MW, from 15 wind turbines, supplied by Vestas, of 3.80 MW each.
Los Olivos Wind Farm
Los Olivos is a wind farm operated by CP Los Olivos S.A.U., a wholly-owned subsidiary of CP Renovables, in which we have a majority interest. The wind farm is located in the east of the province of Córdoba, near the city of Achiras, and started its operations in February 2020.
It has a total installed capacity of 22.8 MW, from 6 wind turbines, supplied from Vestas, of 3.8 MW each.
La Genoveva I Wind Farm
La Genoveva I is a wind farm operated by Vientos La Genoveva I S.A.U., a wholly-owned subsidiary of CP Renovables, in which we have a majority interest. The wind farm is located in the south of the province of Buenos Aires, near the town of Cabildo and 30 km to the northwest of the city of Bahía Blanca, and started its operations in November 2020.
It has a total installed capacity of 88.2 MW, from 21 wind turbines, supplied from Vestas, of 4.2 MW each.
La Genoveva II Wind Farm
La Genoveva II is a wind farm operated by Vientos La Genoveva II S.A.U., a wholly-owned subsidiary of CP Renovables, in which we have a majority interest. The wind farm is located in the south of the province of Buenos Aires, near the town of Cabildo and 30 km to the northwest of the city of Bahía Blanca, and started its operations in September 2019.
It has a total installed capacity of 41.80 MW, from 11 wind turbines, supplied by Vestas, of 3.8 MW each.
FONINVEMEM and Similar Programs
Following Argentina’sArgentina’s economic crisis in 2001 and 2002 and the subsequent devaluation of the peso, there were significant imbalances between the electric power prices generators received and their operating costs. As resources in the country’scountry’s Stabilization Fund, a fund administered by CAMMESA intended to make up for fluctuations between the seasonal price paid by distributors and the spot price in the WEM, became scarce due to the Argentine government’sGovernment’s decision to maintain seasonal prices (the energy prices paid by distributors) below the spot price paid to generators, the Argentine government,Government, through a series of resolutions, fixed a set of priorities with respect to payments made from this fund. This resulted in a system under which generators collected payment for only variable generation costs and power capacity, while the resulting monthly obligations to generators for the unpaid balance were to be considered LVFVD.
In 2004, through Resolution SE No. 826/2004, generators with receivables due to the lack of funds in the Stabilization Fund (including us) were invited to participate in forming the FONINVEMEM, created by Resolution SE No. 712/04. The FONINVEMEM allowed electric energy generators to link the collection of their outstanding receivables relating to electric power sales to CAMMESA from January 2004 through December 2006 to one or more combined cycle projects, with a right to receive payment of their receivables once the new combined cycle plants built with FONINVEMEM financing become operational.
In December 2004, we agreed to participate in the creation of the FONINVEMEM. We entered into an agreement on October 17, 2005, which stated that generators would receive (i) their receivables relating to sales of electric power from January 2004 through December 2006, amounting to US$157 million in our case, plus an interest rate of 360-day LIBOR (which as of December 31, 2017 was 2.10697%) plus 1.00% in 120 equal, consecutive monthly installments and (ii) their proportional equity interest in the generating companies formed for such projects, TJSM and TMB, which are in charge of managing the purchase of equipment, and of building, operating and maintaining each of the new power plants, and after ten years of operation would receive the property of these plants. The generation plants are not owned by TJSM and TMB but rather owned by two trusts, created by the Argentine government,Government, that receive revenue from the sale of electric power generated by the plants, among others, to repay the LVFVD receivables.
On October 16, 2006, we entered into two pledge agreements with the former Secretariat of Electric Energy to guarantee our performance obligations in favor of the two trusts under certain construction management and operation management agreements and provided as collateral: (a) 100% of our shares in TJSM and TMB and (b) 50% of the rights conferred by our LVFVD receivables for the duration of the construction management agreement and the operation management agreement.
On July 13, 2007, we agreed to include 50.00% of our total receivables relating to the sale of electric power to CAMMESA from January through December 2007 in the FONINVEMEM arrangement, which totaled US$30.3 million. These receivables are also reimbursed in 120 equal, consecutive monthly installments starting from the commercial launch date of the plants, converted into U.S. dollars at the applicable exchange rate pursuant to the FONINVEMEM arrangement, with an interest rate of 360-day LIBOR (which as of December 31, 2017 was 2.10697%) plus 2.00%. We received no additional equity interest in TJSM and TMB as a result of the inclusion of these additional receivables in the FONINVEMEM arrangement.
After the commercial authorization was granted to the Manuel Belgrano power plant (on January 7, 2010) and the San Martín power plant (on February 2, 2010), we started to collect monthly payments of the receivables. As of December 31, 2017, the2020, there is no balance owed to us under the FONINVEMEM arrangement relating to the sale of electric power to CAMMESA from January 2004 through December 2007 totaled US$ 43.79 million. InDuring the year ended December 31, 2017,2020, we received Ps. 324.6 million (US$ 19.81 million in U.S. dollar-denominated payments) in principal and Ps. 25.98 million (US$ 1.59 million in U.S. dollar-denominated payments) in interest for these receivables (including VAT).
After 10 years of operation the termination of the PPAs of TJSM and TMB (which occurred on February 2, 2020 and January 7, 2020, respectively), we have collected the full amount of our receivables related with these two power plants. At such time, the term of the trusts expired and the Argentine Government, that financed part of the construction, it will be incorporated as a shareholder of TJSM and TMB. Consequently, our interests in TJSM and TMB will be significantly diluted. See “Item 3.D. Risk Factors—Risks Relating to Our Business—Our interests in TJSM, TMB and CVOSA will be significantly diluted.” Furthermore, each company is entitled to receive property rights to such power plants from the respective trusts currently holding such power plants.
From such dates, during the following 90-days, TJSM and TMB and their shareholders have to perform all the necessary acts to allow the Argentine Government to receive the corresponding shares in the equity stake of TJSM and TMB that their contributions entitle the Argentine Government to receive.
On January 3, 2020, the Argentine Government sent a notice to the Company (and to other generation companies that are shareholders of TJSM and TMB) stating that, in accordance with FONINVEMEN Agreement, TJSM and TMB should perform all necessary acts to incorporate the Argentine Government as shareholder of both companies, claiming, in each case, the following equity interest rights: 65.006% in TMB and 68.826% in TJSM.
On January 9, 2020, Central Puerto, together with the other generation companies, shareholders of TJSM and TMB, replied such notice stating that the Argentine Government’s equity interest claims does not correspond with the contributions made for the construction of the power plants under the terms of the FONINVEMEM Agreement that give rights to claim such equity interest. On March 4, 2020, the Argentine Government reiterated its previous claim to the Company.
In March 2020, the Company filed the Claim against the Argentine Government challenging their acts referred to above. Pursuant to this Claim, the position of the shareholders of TJSM and TMB is that the Argentine Government equity interest in each of the companies should be be lower but its incorporation as a shareholder in such companies is unchallenged.Therefore, even if we are successful with our Claim, our interests on TJSM and TMB will be significantly diluted. Further, TJSM and TMB invoked the restrictions imposed by the Argentine Government since March 20, 2020 to address the outbreak of COVID-19 as a force majeure event that made the above mentioned 90-day period impossible to comply with.
On May 4, 2020 and May 8, 2020, the extraordinary shareholders’ meetings of TMB and TJSM, respectively, approved the incorporation of the Argentine Government as shareholder of TJSM and TMB. In each of the extraordinary shareholders’ meetings, the approved equity interest that was approved was the equity interest that the Argentine Government claims that it is entitled to, which is: 65.006% in TMB and 68.826% in TJSM. In both shareholders’ meetings, Central Puerto (and other shareholders), made the corresponding reservation of rights to continue with the Claim, and expressly stated that the incorporation of the Argentine Government as a shareholder in TMB and TJSM was approved for the sole purpose of achieving the transfer of the trust assets -which includes, among others, the power plants- from the respective trusts to TJSM and TMB. The subscription of the Argentine Government´s shares in TMB and TJSM should be accepted by the Argentine Government.
On March 11, 2021, the Argentine Government has subscribed its shares and the equity of the shareholders of TJSM and TMB were diluted. In the case of our equity interest, from 30.8752% to 9,6269% in TJSM and from 30.9464% to 10,8312% in TMB.
Additionally, on January 7, 2020 and on January 9, 2020 the Company, together with the other shareholders of TJSM and TMB (as guarantors within the framework and the limits stated by the FONINVEMEM Agreement, the Note SE no. 1368/05 and the trust agreements), BICE, TJSM, TMB and the Energy Secretariat amended the TMB OMA, and the TJSM OMA, respectively. The amendments to the TMB OMA and TJSM OMA extended the agreements until each of the trust’s liquidation effective date.
With respect to the saleLVFVD corresponding to the sales of electric power to CAMMESA from 2008 to 2011, on December 28, 2010, our Board of Directors approved an agreement with the former Secretariat of Electric Energy that established, among other agreements, a framework to determine a mechanism to settle receivables accrued by generators over the 2008-2011 period. For that purpose, (i) the construction of the new generation plant, CVOSA, was agreed upon, with receivables earned from January 1, 2008 through December 31, 2011 to be paid starting as of the commercial launch date of the CVOSA plant’splant’s combined cycle unit; (ii) a managing company for this project, CVOSA, was created in which we hold a controlling interest and (iii) a trust was created by the Argentine governmentGovernment to hold the property of the plant under construction. The combined cycle unit commenced operations on March 20, 2018.
After the CVOSA power plant became operational, in the case of receivables accrued between 2008 and September 2010, the amount due was converted into U.S. dollars at the exchange rate effective at the date of the CVO agreement (i.e., November 25, 2010), which was Ps.3.97 per U.S. dollar. Additionally, certain receivables that accrued after September 2010 and that were also included in the CVO agreement,Agreement, were converted into U.S. dollars at the exchange rate effective at the due date of each monthly sale transaction. The total estimated amount due to us under the Agreement for the LVFVD 2008-2011 is US$545548 million (including VAT). The effect, plus the accrued interest after the CVO Commercial Approval. As a result of any difference between this rate and the exchange rate atconversion of the timeLVFVD into U.S. dollars detailed in the previous paragraph, we had a one-time gain, before income tax, of conversion will be recordedPs.23.07 billion, measured in our financial statements and any tax liability will becurrent unit as of December 31, 2020 (or Ps. 16.7 billion, expressed in nominal terms), which was recognized onceby us in the combined cycle plant becomes operational and we have receivedconsolidated income statement for the necessary regulatory approvals.year ended December 31, 2018. under “CVO receivables update”. Under the CVO agreement,Agreement, we are entitled to receive payment for the LVFVD 2008-2011 receivables in the form of 120 equal, consecutive monthly installments, starting from March 20.20, 2018, the date of commencement of commercial operations of the combined cycle plant, bearing interest at a nominal annual rate of 30-day LIBOR (which as of December 31, 2017 was 1.56425%) plus 5.00%. The U.S. denominated monthly payments under the CVO agreementAgreement are payable in pesos, converted at the applicable exchange rate in place at the time of each monthly payment.
As of March 20, 2018, CAMMESA granted the CVO Commercial Approval in the WEM, as a combined cycle, of the thermal plant Central Vuelta de Obligado. A PPA between the CVO Trust and CAMMESA, through which the CVO Trust makes energy sales and, consequently, receives the cash flow to pay the trade receivables, had to be signed in order to start the collections.
The PPA agreement was signed on February 7, 2019, with retroactive effect to March 20, 2018.
As a result, the original amortization schedule from the CVO Agreement is in full force and effect.
During 2020 and 2019, we collected Ps. 6.3 billion and 11.5 billion, respectively in CVO receivables, in each case measured in current amounts as of December 31, 2020
In accordance with the CVO agreements, for each project, after the first ten years of operation, ownership of the combined cycle plants will be transferred from the respective truststrust to the operating companies, and the operating companies will begin to receive the revenuerevenues from the sale of electric power generated by the plants. At such time, since the Argentine government financed part of the construction, it will be incorporated as shareholder of TJSM, TMB and CVOSA, and our interests in TJSM, TMB and CVOSA maywill be significantly diluted. In the case of TJSM and TMB, we cannot estimate the exact effects of such potential dilution due to the fact that the Argentine government’s stake in these companies depends on the funds provided by the Argentine government for the construction of each plant, which has not yet been defined. In the case of CVOSA, althoughAlthough the effect of the potential dilution has also not yet been defined for the same reasons, the Argentine government’sgovernment’s stake in CVOSA will be at least 70% due to an agreement between the parties.
Any dilution of our interest in TJSM, TMB or CVOSA could reduce our income, which could adversely affect our results of operations. See “Item“Item 4.B. Business Overview—Overview—FONINVEMEM and Similar Programs.” See “Item“Item 3.D. Risk Factors—Factors—Our interests in TJSM, TMB and CVOSA maywill be significantly diluted.”
Market Area and Distribution Network
Market Area
Our plants are located at various locations in Argentina. All of them are connected to the SADI, enabling coverage for residential and industrial users nationwide. The following graphic breaks down where our plants are located in Argentina and the energy generation capacity of each plant:
Puerto plants: The Puerto Nuevo, Nuevo Puerto and Puerto combined cycle plants are situated in a unique location within the port of the City of Buenos Aires, one of the most populated metropolitan areas in the world, which reduces costs arising from lost power during transmission. In addition, the plants have three docks for unloading liquid fuels from large vessels, thus facilitating the supply of fuel.
Piedra del Águila Hydroelectric Complex: the Piedra del Águila hydroelectric complex is located on the Limay river, which serves as the border between the Provinces of Río Negro and Neuquén. The dam is close to the city of Neuquén and is able to supply energy to cities far from the complex through existing transmission lines.
Brigadier López plant: The Brigadier López Plant is located in the province of Santa Fe, near the City of Sauce Viejo.
Terminal 6-San Lorenzo plant: The Terminal 6 San Lorenzo Plant is located in the province of Santa Fe, near the City of San Lorenzo.
Luján de Cuyo plant: The LujáLuján de Cuyo plant is located within YPF’s LujáYPF’s Luján de Cuyo refinery and supplies steam to such refinery. This location enables it to obtain gas oil supplies from the refinery itself in case of natural gas shortages.
Achiras Wind Farm: Achiras wind farm is located in the province of Córdoba, near the City of Achiras.
Manque Wind Farm: Manque wind farm is located in the province of Córdoba, near the City of Achiras.
Los Olivos Wind Farm: Los Olivos wind farm is located in the province of Córdoba, near the City of Achiras.
El Puesto Solar Farm Project: El Puesto Project solar farm is located in the province of Catamarca, near the City of Santa María.
Manuel Belgrano plant: The Manuel Belgrano plant is located in the province of Buenos Aires, near the City of Campana.
San Martín plant: The San Martín Plant is located in the province of Santa Fe, near the City of Timbúes.
Vuelta de Obligado plant: The Vuelta de Obligado Plant is located in the province of Santa Fe, near the City of Timbúes.
Distribution Network
All of our plants are connected to the SADI, which allows us to reach almost all the users in the country. The SADI permits interaction among all agents in the Argentine WEM and allows generating companies to dispatch power to Large Users and distributors through the transmission companies. The system is regulated and allows participation of all WEM agents (generators, transmission companies, distributors, Large Users and the Argentine governmentGovernment through CAMMESA), thus preventing discrimination among any involved participants.
The prices for power transmission are regulated and based on the distance from the generating company to the user, among other factors. In this regard, our thermal power plants are strategically located in important city centers or near some of the system’ssystem’s largest customers (e.g., YPF’sYPF’s refineries), which constitutes a significant competitive advantage.
Our Customers
For the year ended December 31, | For the year ended December 31, | |||||
| Modality continuing operations | Main clients | 2017 | Main clients | 2020 | ||
(in thousands of Ps.) | percentage of revenues | (in thousands of Ps.) | percentage of revenues | |||
Energía Base (Resolution SE No. 95/2013)(1) and electric power sold on the spot market(2) | CAMMESA (3) | 5,648,272 | 94.82% | |||
Energía Base(1) (Resolution SRRyME 1/19; Res. SE No. 19/2017, SGE 70 and 95/2013, as amended)(2) (3) | CAMMESA | 17,473,763 | 45.85% | |||
| RenovAr Program sales under contracts | CAMMESA | 4,144,528 | 10.88% | |||
| Term market sales under contracts | Compañía Mega S.A., ENARSA | 34,077 | 0.57% | CAMMESA, Compañía Mega S.A., IEASA | 11,226,928 | 29.46% |
| (MATER sales under contracts | Cervecería y Maltería Quilmes (subsidiary of AB Inbev); San Miguel A.G.I.C.I y F.; Banco de Galicia y Buenos Aires S.A.; Minera Alumbrera Limited (subsidiary of Glencore in Argentina); Banco Supervielle S.A. | 2,828,607 | 7.42% | |||
| Energía Plus sales under contracts | Dow Chemical Argentina S.A., Pirelli Neumáticos S.A., Banco de Galicia y Buenos Aires S.A., PBBPolisur S.A. Sanatorio Otamendi y Miroli S.A. | 133,047 | 2.23% | Pirelli Neumáticos S.A., Banco de Galicia y Buenos Aires S.A., PBBPolisur S.A., Metrive S.A., Pet Food Saladillo S.A., Banco Supervielle S.A. | 195,725 | 0.51% |
| Steam sales | YPF | 141,200 | 2.37% | YPF | 1,064,771 | 2.79% |
| Other | YPF | 394,841 | 1.04% | |||
| Revenues from CVO thermal plant management | Fideicomiso Central Vuelta de Obligado | 778,997 | 2.04% | |||
| (1) |
| (2) | Includes |
| (3) | Includes sales of energy and power not remunerated under Resolution No. 95 and, |
For a discussion of the different regulatory regimes under which we sell our electric power, see “Operating“Operating and Financial Review and Prospects—Factors Affecting our Results of Operation—Operation—Our Revenues”Revenues” and “Item“Item 4.B. Business Overview—The Argentine Electric Power Sector—Sector—Structure of the Industry.”
Seasonality
Seasonality of Electricity Generation by Thermal Facilities
The following graphic breaks down our average thermal energy production from our continuing operations over the last threefour years on a month-by-month basis:
Source: CAMMESA
Seasonality of Water Resources and Electricity Generation of Piedra del Águila
The availability of water is the key factor for determining Piedra de Águila’sÁguila’s electric power generation capacity and is tied to annual and seasonal changes in rains in the upstream mountain area of Piedra del Águila.Águila. Water levels generally increase between May and December due to the winter rains and the spring thaw, and we are able to produce more energy over such periods.
The following graphic breaks down our average hydroelectric energy production over the last threefour years on a month-by-month basis:
Source: CAMMESA
Seasonality of Wind Resources and Electricity Generation of Achiras La Castellana I, La Castellana II, Manque and La Genoveva II wind farms
The availability of wind resources is the key factor for determining Achiras I and La Castellana I wind farms electric power generation capacity and is tied to annual and seasonal changes in wind speed in the areas where each farm is located. Wind speed is generally higher between May and September and we are able to produce more energy over such periods.
The following graphic shows the energy production of our wind farms on a month-by-month since inception and until December 2020:
Competition
The demand for electric power in Argentina is served by a variety of generation companies, both state-owned and private-owned. These companies pursue the right to supply generation capacity and electric power and to develop projects to serve the growing demand for electric power in Argentina. Some of our foreign competitors are substantially larger and have substantially greater resources than our company. Because of the significant gap between the demand and supply of electric power in Argentina, (which has resulted in voluntary and forced blackouts at times of seasonal peak consumption), there has not been significant competitive pressure in the Argentine electric power sector over the past 12 years.consumption have occurred. During 20172018 (and particularly, on February 24, 201728, 2018, pursuant to CAMMESA’sCAMMESA’s records), there was a historic demand peak recorded totaling 25.626.3 GW, which was supplied by 24.6 GW of capacity domestically (out of a total installed capacity of 34.536.9 GW) and the remainderwithout energy imports from Brazil and Uruguay. In 2017, 734neighboring countries.In 2020, 1,204 GWh of energy were imported, representing a 50.08%56% decrease in energy imports as compared to 2016.2019.
Our primary competitors in the electric power generation market are the Enel group, AES Argentina GeneracióGeneración S.A. (an affiliate of the AES Corporation), Pampa Energía S.A.S.A, and Petrobras ArgentinaYPF EE S.A. (which was acquired by Pampa Energía S.A.).
Below we detail the installed capacity of the main private sector generators in Argentina:Argentina, as of December 31 2020:
Company and subsidiaries | Power (MW) |
| Central Puerto | |
| The AES Corporation | |
| Grupo Enel | |
| Pampa Energía S.A. | |
| YPF EE | 2,610(6) |
Sources: (1) Based on the documentation officially declared to CAMMESA by Central Puerto for continuing operations (2) Based on company’scompany’s financial statements as of and for the year ended December 31, 20172020 and data from CAMMESA. (3) Based on data form CAMMESA. Accounts for only assets located in Argentina, operated by any of the following subsidiaries: AES Argentina GeneracióGeneración S.A., AES Juramento S.A., AES Alicura S.A., AES Parana S.A. and Termoandes S.A. (4) Based on data from CAMMESA. Includes Enel GeneracióGeneración Costanera S.A., Enel GeneracióGeneración El ChocóChocón S.A. and a 40.00% stake of Grupo Enel in Central Dock Sud S.A. (5) Includes Petrobras Argentina S.A., which was acquired by Pampa Energía S.A.Based on company’s financial statements as of and for the year ended on December 31, 2019. (6) Based on data from CMMESA.
The following graphs break down the market share of electric power generation supplied by private sector companies in Argentina as of December 31, 2017,2020, based on data published by CAMMESA:
Source: CAMMESA
The following graphs break down total market share of electric power generation supply and the market share from thermal units (from both private and public sector generators) in Argentina as of December 31, 2017,2020, based on data published by CAMMESA:
Source: CAMMESA
Source: CAMMESA
The following table shows the installed capacity in terms of MW assigned to each regulatory framework (Energía Base, Energía Plus, Resolution No. 220/07) for us and each of our main competitors as of December 31, 2017:2020:
| In MW | Energía Base | Term market | Res. 220/07 | Energía Plus | Total |
Central Puerto(1) | 3,640 | 7 | - | 16 | 3,663 |
| AES Argentina Group | 2,989 | - | 305 | 3,294 | |
| ENEL Group | 3,941 | - | - | - | 3,941 |
Pampa Energía S.A.(2) | 3,340 | - | 135 | 281 | 3,756 |
In MW | Energía Base (Res. 1/2019 and 1/2020) | Energía Plus (Res. 1281/06) | Power Purchase Agreements Under Res. 220/07 | Power Purchase Agreements Under Res. 21/17 | Power Purchase Agreements Under Res. 287/17 | Term market for renewable energy (MATER) | RenovAr | Total | |
Central Puerto(1) | 3.652 | 16 | 280 | - | 384 | 137 | 237 | 4.709 | |
| AES Argentina Group | 3.049 | 416 | - | - | - | 120 | 180 | 3.765 | |
| ENEL Group | 4.015 | - | - | - | - | - | - | 4.015 | |
Pampa Energía S.A.(2) | 3.294 | 113 | 479 | 305 | 381 | 101 | 100 | 4.774 | |
| YPF EE | 1.435 | - | 284 | 381 | 289 | 222 | - | 2.610 | |
Our efficiency levels compare favorably to those of our competitors due to our efficient technologies. The following chart shows the efficiency level of each of our most important generating units compared to our main competitorsthe units of the rest of the market based on heat rate, which is the amount of energy used by an electrical generator or power plant to generate one kWh of electric power.power:
Source: CAMMESACAMMESA’s seasonal programing
We are also one of the largest consumers of natural gas in Argentina’sArgentina’s electric power sector, as well as the one of the largest consumers of fuel oil, gas oil and biodiesel. Although CAMMESA is our current supplier of biodiesel, we have developed business relationships over the years with strategic companies from the oil and gas and the biofuel sectors, and in the past have participated in certain joint ventures with some of them.
Insurance
We carry commercial and personal insurance with the following coverage for the four complexes where our electricall power generation plants, placed at different geographical locations within Argentina. The following list includes all the insurance risk covered:
1. | Operational All Risks- Including Material Damage & Machinery Breakdown and Business Interruption (Loss of Profits) |
This coverage protects against unexpected events due to a sudden or accidental cause, including weather, fire and natural disasters, that may damage property or fixed assets (Material Damage); and Mechanical and Electrical breakdown events that may cause sudden and unforeseen physical loss or damage to machinery (Machinery Breakdown) that is operational; any of which may damage our ability to generate power, including coverage for consequential Loss of Profits (Business Interruption) for a maximum period of 18 months.
2. | Commercial General Liability |
This coverage protects against the claims from third parties arising out of bodily injury or death and property damage resulting from the insured activities including Premises, Operations, Products and/or Completed operations. The coverage limit is up to US$ 10,000,000 per occurrence.
3. | Commercial Excess Liability(CPSA only) |
This coverage protects against the same risks described in the previous bullet point but covers “in excess” of the coverage limit of the underlying primary insurance for a combined limit (concurrent in all locations) of up to US$50,000,000.
4. | Port Operators Liability(CPSA only) |
Covers CPSA´s liability to third parties for Personal Injury or Property Damage as a result of an occurrence or event in connection with day to day Port Operator Activities.
5. | Director and Officers Liability(CPSA only) |
This policy covers individuals for claims made against them while serving on a board of directors and/or as an officer and it is payable to those directors and officers of a company, or to the organization(s) itself, as indemnification (or reimbursement) for losses or advancement of defense costs in the event an insured suffers such a loss as a result of a legal action brought for alleged wrongful acts in their capacity as directors and officers.
6. | Motor Vehicle + Mobile Equipment |
CPSA and its subsidiaries carry cover for all its fleet vehicles as well as trucks and mobile equipment for daily operation. The coverage goes from basic third-party liability in mobile equipment to Comprehensive Coverage in some cars (theft, fire, hail, vandalism, property and vehicle damage).
7. | Worker´s Compensation |
This coverage provides wage replacement and medical benefits to employees injured in the course of employment and/or while commuting to and from work.
8. | Compulsory Life Insurance |
This coverage is provided by the employer and guarantees the payment of a death benefit to named beneficiaries upon the death of the insured (employee).
9. | Optional Term Life Insurance |
This is an optional and additional coverage the employer pays over the basic Compulsory Life insurance in order to guarantee its employees the payment of 24 additional wages in case of death. This is part of an employee Benefits plan.
10. | Ocean & Inland Transit All Risks(floating policy) |
Transit Coverage for an annual period during all stages of transit and delivery, whether marine, on the dock, by air or inland transportation from anywhere in the world to anywhere within the argentine territory and vice versa. Premiums are located (Puerto Complex, Piedra delpaid monthly at an ÁEx-Postguila, and Luján de Cuyo): basis.
11. |
12. |
This is a non-standard policy that provides coverage for property damage and third-party injury or damage claims during construction projects. We carry this insurance every time we undertake a new construction.
13. |
We believe that the level of insurance and reinsurance coverage we maintain is reasonably adequate in the light of the risks we are exposed to and is comparable to the level of insurance and reinsurance coverage maintained by other similar companies doing business in the same industry.
Environment
As of the date of this annual report, we are not involved in pending or threatened judicial proceedings in connection with environmental issues.
As of the date of this annual report, we have obtained or have applied for the environmental permits required by the applicable environmental regulations and our environmental management plans have been approved by the applicable regulatory authorities. To maintain high environmental standards, we carry out periodic controls in accordance with applicable legislation.
We have developed a broad environmental compliance and management program, which is subject to periodic internal and external audits by TÜTÜV Rheinland.
In order to comply with these policies, we routinely obtain quality certifications. In May 2016, TÜJuly 2019, TÜV Rheinland completed a series of ISO recertification audits after whichand we were awardedgot the following certificates:
Standard: ISO 14001:2015
Certificate Registr. No.: 01 10406 1629668
Certificate Holder: Central Puerto S.A. Av. Tomas Edison 2701 Ciudad Autónoma de Buenos Aires Argentina
Scope: Generation of electric energy from: hydraulic energy, termal energy (gaseous and liquid fuls), wind energy. Steam production.
Validity: The certificate es valid from 2019-07-13 until 2022-07-12
Including the locations:
| No: |
| 1 | Av. Thomas Edison 2701Ciudad Autónoma de Buenos Aires | Generation of electric energy from: termal energy (gaseous and liquid fuls). | ||
| 2 | Central Mendoza Parque Industrial Provincial, Ruta 84 s/n, Lujan de Cuyo, | Generation of electric energy from: termal energy (gaseous and liquid fuls). Steam production. |
| 3 |
Central Hidroeléctrica Piedra del | Generation of electric energy from: hydraulic energy | |||
| 5 | Parque Eólico Achiras, Lote 325, Parcela 1274 (Latitud 33° 12’ 44,23’’S, Longitud 65° 5’ 16,52’’O), Achiras, Córdoba – Argentina | Generation of electric energy from: wind energy. | ||
| 6 | Parque Eólico La Castellana, Camino rural a la altura de la RN 3, Km 712,5 (Latitud 38° 38’22,40’’ S, Longitud 62° 43’1,04’’ O), Villarino, Buenos Aires - Argentina | Generation of electric energy from: wind energy. | ||
| 7 | Central Puerto S.A. – Planta Brigadier López Ruta 11 Km 455 3017 Parque Industrial Sauce Viejo, Calle 8, Colectora Norte Santa Fe - Argentina | Generation of electric energy from: termal energy (gaseous and liquid fuls). |
Parque Eólico La Castellana II
| Generation of electric energy from: wind energy. | ||
| 9 | Parque Eólico La Genoveva II Ruta 51 Km 705, Cabildo, Buenos Aires - Argentina | Generation of electric energy from: wind energy. |
| 10 | Generation of electric energy from: wind energy. | |
| 11 | Parque Eólico Los Olivos (Latitud 33°13'50.34"S; Longitud 65° 2'59.94"O) Achiras. Córdoba - Argentina | Generation of electric energy from: wind energy. |
Additionally, pursuant to Section 22 of Argentina’sArgentina’s Environmental Policy Law No. 25,675, any individual or legal entity, whether public or private, engaged in activities that endanger the environment, ecosystems and their constituent elements, including us, must carry insurance for an amount sufficient to cover the cost of repairing the damages such individual or legal entity may cause. We fully comply with this regulation.
Security and Health
In managing occupational safety and health we seek to protect people and our own and third parties’parties’ property, assuming that:
| ● | all accidents and occupational diseases can be prevented; |
| ● | compliance with applicable occupational and health standards is the responsibility of all individuals participating in activities in our facilities; and |
| ● | raising awareness among individuals contributes to the welfare at the workplace and to the improved individual and collective development of the members of the work community. |
Our commitment to ongoing improvement compels us to review the sufficiency of our current policy and its stated goals on an ongoing basis to ensure conformance to the changes required by the market and the applicable laws.
In order to comply with these policies, we routinely pursue quality certifications. In May 2016, TÜJuly 2019, TÜV Rheinland completed a series of ISO and OHSAS recertification audits after whichand we were awardedgot the following certificates:
Standard: ISO 9001:2015
Certificate Registr. No.: 01 10006 1629668
Certificate Holder: Central Puerto S.A. Av. Tomas Edison 2701 Ciudad Autónoma de Buenos Aires Argentina
Scope: Generation of electric energy from: hydraulic energy, termal energy (gaseous and liquid fuls), wind energy.
Validity: The certificate es valid from 2019-07-13 until 2022-07-12
Including the locations:
| No: | Scope | |
| 1 | Central Planta Buenos Aires Av. Thomas Edison 2701Ciudad Autónoma de Buenos Aires | Generation of electric energy from: termal energy (gaseous and liquid fuls). |
| 2 | Central Mendoza Parque Industrial Provincial, Ruta 84 s/n, Lujan de Cuyo, Provincia de Mendoza | Generation of electric energy from: termal energy (gaseous and liquid fuls). |
| 3 | Central Hidroeléctrica Piedra del ÁguilaRuta Nacional 237, Km 1450.58315 Piedra del ÁguilaProvincia de Neuquén | Generation of electric energy from: hydraulic energy |
| 5 | Parque Eólico Achiras, Lote 325, Parcela 1274 (Latitud 33° 12’ 44,23’’S, Longitud 65° 5’ 16,52’’O), Achiras, Córdoba – Argentina | Generation of electric energy from: wind energy. |
| 6 | Parque Eólico La Castellana, Camino rural a la altura de la RN 3, Km 712,5 (Latitud 38° 38’22,40’’ S, Longitud 62° 43’1,04’’ O), Villarino, Buenos Aires - Argentina | Generation of electric energy from: wind energy. |
| 7 | Central Puerto Ruta 11 Km 455 3017 Parque Industrial Sauce Viejo, Calle 8, Colectora Norte Santa Fe - Argentina | Generation of electric energy from: termal energy (gaseous and liquid fuls). |
| 8 | Parque Eólico La Castellana II Ruta 3 km 712,5 sobre camino vecinal, Villarino, Buenos Aires - Argentina. | Generation of electric energy from: wind energy. |
| 9 | Parque Eólico La Genoveva II Ruta 51 Km 705, Cabildo, Buenos Aires - Argentina | Generation of electric energy from: wind energy. |
| 10 | Parque Eólico Manque (Latitud 33°13'35.26"S; Longitud 65° 4'38.69"O), Achiras. Córdoba – Argentina | Generation of electric energy from: wind energy. |
| 11 | Parque Eólico Los Olivos (Latitud 33°13'50.34"S; Longitud 65° 2'59.94"O) Achiras. Córdoba - Argentina | Generation of electric energy from: wind energy. |
Standard: BS OHSAS 18001:2007
Certificate Registr. No.: 01 11306 1629668
Certificate Holder: Central Puerto S.A. - Central Hidroeléctrica Piedra del Águila Ruta Nacional 237, Km 1450.5
8315 Piedra del Águila- Neuquén Argentina
Scope: Generation of electric energy from: hydraulic energy and termal energy (gaseous and liquid fuls.
Validity: The certificate es valid from 2019-07-143 until 2021-03-11
Including the locations:
| No: | Scope | |
| 1 |
Central Hidroeléctrica Piedra del Ruta Nacional 237, Km 1450.5 8315 Piedra del Águila Provincia de Neuquén | Generation of electric energy from: hydraulic energy |
Central Puerto S.A. – Planta Brigadier López
| Ruta 11 Km 455 3017 Parque Industrial Sauce Viejo, Calle 8, Colectora Norte Santa Fe - Argentina |
Integrated Management System with ISO Certifications
Our management has put an integrated management system (“IMS”(“IMS”) in place for its electric power and steam generation plants in order to meet the needs and requirements of our internal policies and goals, as well as the needs and requirements of our clients, the applicable laws and regulations and ISO standards, namely, ISO 9001/20082015 (quality), ISO 14001/20042005 (environment) and OHSAS (Occupational Health and Safety Assessment Series) 18001/2007 (occupational safety and health). Our IMS is certified by renowned international entities and audited from time to time, as required by the aforementioned standards.
The IMS seeks to achieve the following goals:
| ● | equip the plants with useful and proactive management tools; |
| ● | ensure process quality; |
| ● | satisfy |
| ● | pursue ongoing improvement in processes; |
| ● | safeguard people and our own and third |
| ● | prevent pollution; |
| ● | make efficient use of resources; |
| ● | preserve the ecological balance; and |
| ● | improve life quality. |
We identify the processes and the necessary support for the accurate operation of a sustainable, participatory and bureaucracy-free IMS that is useful for implementing the principles established by management with respect to environmental, quality, and occupational safety and health policies and for ensuring the availability of human, material and financial resources. We have used a management model based on planning-doing-checking-acting in order to guarantee the maintenance and ongoing improvement of the IMS in our facilities, which involves one or several of the following systems:
| ● | Quality Management System |
| ● | Environmental Management System |
| ● | Occupational Safety and Health Management System |
The individual scope of the IMS at each plant is as follows:
| ● | Puerto Complex: |
| ● | Nuevo Puerto plant: Environmental Management System with ISO 14001/ |
| ● | Puerto Nuevo plant: Environmental Management System with ISO 14001/ |
| ● | Puerto combined cycle plant: Environmental Management System with ISO 14001/ |
From 2004 through 2015: IRAM
| ● |
| Certification body: |
From 2004 through 2015: SGS
| ● | Piedra del |
Certification body:
From 2004 through 2015: IRAM
From 2016 through 2022: TÜV Rheinland
| ● | Brigadier López plant: Environmental Management System with ISO 14001/2004 certificate, Quality Management System with ISO 9001/2008 certificate and Occupation Safety and Health Management System with OHSAS 18001/2007 (through March 2021) certificate |
Certification body:
From 2019 through 2022: TÜV Rheinland
| ● | Wind Farms Achiras, La Castellana I, La Castellana II and La Genoveva II: Environmental Management System with ISO 14001/2004 certificate, Quality Management System with ISO 9001/2008 certificate. |
| Certification body: |
From 20042019 through 2015: IRAM
It is our policy that the IMS be reviewed upon a change to our organizational structure, operating procedures, processes or facilities and that it be updated as applicable. Once updated, the IMS is subject to a comprehensive review considering the existing interrelations to avoid overlap or omissions. Where no changes have occurred, the IMS is reviewed every five years, unless a new version of the reference ISO or OHSAS standards is released during that period, in which case the IMS is adjusted to conform to the new standards.
The Argentine Electric Power Sector
The following is a summary of certain matters relating to the electric power industry in Argentina, including provisions of Argentine laws and regulations applicable to the electric power industry and to us. This summary is not intended to constitute a complete analysis of all laws and regulations applicable to the electric power industry. Investors are advised to review the summary of such laws and regulations published by the Ministry of Energy and Mining (former Secretariat of Electric Energy) (www.minem.gob.ar), CAMMESA (www.cammesa.com.ar) and the Ente Nacional Regulador de la Electricidad (Argentine Electricity Regulatory Entity, or “ENRE”) (www.enre.gob.ar) and to consult their respective business and legal advisors for a more detailed analysis. None of the information on such websites is incorporated by reference into this annual report.
History
During the majority of the second half of the 20th century, the assets and operation of the Argentine electric power sector were controlled by the Argentine government.Government. By 1990, virtually all of the electric power supply in Argentina was controlled by the public sector (97% of total generation). The Argentine governmentGovernment had assumed responsibility for the regulation of the industry at the national level and controlled all of the national electric power companies. In addition, several Argentine provinces operated their own electric power companies. As part of the economic plan adopted by former President Carlos Menem, the Argentine governmentGovernment undertook an extensive privatization program of all major state-owned industries, including those in the electric power generation, transmission and distribution sectors. Argentine Law No. 23,696 passed in 1989 (the “Federal“Federal Reform Law”Law”) declared a state of emergency for all public services and authorized the Argentine governmentGovernment to reorganize and privatize public companies. The privatization had two ultimate objectives: first, to reduce tariffs and improve service quality through free competition in the market, and second, to avoid the concentration of control of each of the three subsectors of the market in a small group of participants and thereby reduce their ability to fix prices. Separate limitations and restrictions for each subsector were imposed in order to reach these goals. In accordance with the Federal Reform Law, Decree No. 634/1991 established guidelines for the decentralization of the electric power industry, for the basic structure of the electric power market, and for the participation of private sector companies in the generation, transmission, distribution and administration sub-sectors.
General Overview of Legal Framework
Key Statutes and Complementary Regulations
The body of rules that constitutes the basic regulatory framework of the Argentine electric power sector currently in force are the following: (i) Law No. 15,336, enacted on September 20, 1960, as amended by Law No. 24,065, passed on December 19, 1991, partially promulgated by Decree No. 13/92, and regulated by Decree No. 1398/92 and Decree No. 186/95 (collectively, the “Regulatory Framework”“Regulatory Framework”), (ii) Law 24,065 implemented privatizations of government-owned companies in the electric power sector and separated the industry vertically into four categories: generation, transmission, distribution and demand, and it also provided for the organization of the WEM (described in greater detail below) based on the guidelines set forth in Decree No. 634/91; and (iii) Decree No. 186/95 also created the notion of “participant,“participant,” among which it is worth mentioning the “trader,“trader,” which is defined as a company that is not a WEM agent but trades electric power in bulk.
ENRE
Law No. 24,065 also created the Ente Nacional de Regulador de la Electricidad (Argentine National Electricity Regulator) (ENRE) as an autonomous entity within the scope of the former Secretariat of Electric Energy (currently, the Ministry of Energy and Mining)Productive Development), the main duties of which are as follows: (a) enforcing the Regulatory Framework and controlling the rendering of public services and the performance of the obligations set forth in the concession contracts at a national level; (b) issuing the regulations applicable to the WEM agents; (c) setting forth the basis for calculation of tariffs and approving the tariff schedules of transmission and distribution companies holding national concessions; (d) authorizing electrical conduit easements; and (e) authorizing the construction of new facilities. Besides, Law No. 24,065 has entrusted ENRE with a jurisdictional activity. Any dispute arising between WEM agents should be subject to prior compulsory jurisdiction of ENRE (subject to further judicial review).
Pursuant to Decree No. 258/16, the executiveExecutive branch appointed ninefour interim members of the ENRE’sENRE’s board of directors, and ordered the Ministry of Energy and Mining to put in place an open call (convocatoria abierta) to select the members of the ENRE’sENRE’s board of directors.
Section 6 of the Solidarity Law, authorizes the Executive branch to intervene the ENRE’s board for one year. In that context, the ENRE was intervened by virtue of Decree No. 277/2020 until December 31, 2020. By virtue of Decree No. 1,020/2020, the Executive branch established the begginig of the tariff revision negotiations (for transmission and distribution companies under federal jurisdiction) and extended the intervention of the ENRE for one more year or until the tariff revision process ends, whichever comes first. Likewise, on January 19, 2021, through Resolutions No. 16/2021 and 17/2021, the ENRE formally began the procedure for the temporary adjustment of tariffs of public energy transmission and distribution activities under federal jurisdiction, with the objective of establishing transitional tariffs, until a final renegotiation agreement is reached.
The MinistrySecretary of Energy and Mining
In addition to the ENRE, another of the main regulatory entities in Argentina is the Secretary of Energy. The S.E was transferred to the scope of the Minsitry of Economy from Ministry of Energy and Mining, the successor entity of the former Secretariat of Electric Energy.Productive Development through Decree No. 732/2020. Its role is defined in Law No. 24,065 and Decree No. 13/15. Its50/2019. Pursuant to Decree No. 732/2020, its main duties are:
| ● | to participate in the drafting and implementation of national energy policies; |
| ● | to enforce the laws governing the development of the activities within its scope of competence; |
| ● | to participate in the drafting of policies and regulations governing public services within the scope of its competence; |
| ● | to oversee the entities and agencies governing works and public service concessionaries; |
| ● | to engage in drafting regulations concerning licenses issued by the federal government or the provinces for public services within the scope of its competence; |
| ● | to oversee the regulatory entities and agencies of privatized areas or areas operating under concessions within the scope of its competence; and |
| ● | to enforce the Regulatory Framework and to oversee the regulations governing tariffs, fees, duties and taxes. |
Pursuant to Resolution No. 25/16,64/18, the former Ministry of Energy and Mining has delegated some of its duties to the SecretariatUndersecretariat of Electric Energy. Such delegated duties include:
| ● | amending the Rules to Access the Electricity Transportation System Existing Capacity and Enlargement; |
| ● | regulating the International Interconnection Transmission System (the |
| ● | amending the rules governing the Procedures; |
| ● | defining power and energy amounts and other technical parameters that distributors and Large Users are required to meet to access the WEM and authorizing the entry of new players to the WEM; |
| ● | authorizing electric power imports and exports; |
| ● | rendering final administrative decisions with respect to appeals brought against the |
| ● | exercising the duties of the Ministry of Energy and Mining within the Federal Electricity Council; and |
| ● | administering the |
Moreover, the former Ministry of Energy and Mining delegated to the SecretariatUndersecretariat of Electric Energy the duties of the former Secretariat of Electric Energy pursuant to Sections 35, 36 and 37 of Law No. 24,065, through Resolution No. 6/16.64/18. These duties include:
| ● | representing the state-owned equity interest in CAMMESA; |
| ● | defining the rules governing CAMMESA; |
| ● | ensuring transparency and equity; |
| ● | determining the overall operating and maintenance costs that would allow fully or partially state-owned generation and transportation companies to maintain service quality, continuity and safety; and |
| ● | administering the Stabilization Fund. |
Pursuant to Law 22,520 as modified by Resolution 50/2019 and Decree 732/2020, this duties are now carried out by the Secretary of Energy, under the jurisdiction of the Ministry of Economy.
WEM (Wholesale Electricity Market)
Pursuant to Section 35 of Law No. 24,065 and other regulations, the Despacho Nacional de Cargas (National Dispatch Board) must be structured as a corporation. CAMMESA was created for such purpose (Decree No. 1192/92) and to coordinate the technical and administrative supply and demand of electric power within a real-time operation system, centralizing and processing information produced by the WEM agents. CAMMESA also acts as a collection entity for all WEM agents.
The WEM consists of:
| 1. | a term market, where contractual quantities, prices and conditions are freely agreed upon among sellers and buyers; |
| 2. | a spot market, where prices are established on an hourly basis based on the economic production cost, represented by the short-term marginal cost measured at the |
| 3. | a quarterly stabilization system of spot market prices, intended for the purchases of electric power by distributors. |
The following chart shows the relationships among the various actors in the WEM:
Procedures for the Programming of Operation, Dispatch and Price Calculation
For the purposes of implementing the provisions set forth in the Regulatory Framework, a set of regulatory provisions were issued, through former Secretariat of Electric Energy Resolution No. 61 of April 29, 1992, which are referred to as the “Procedures“Procedures for the Programming of Operation, Dispatch and Price Calculation”Calculation” (the “Procedures”“Procedures”). The Procedures have been amended, supplemented and extended by subsequent resolutions issued by the former Secretariat of Electric Energy.
CAMMESA
CAMMESA is a not-for-profit corporation. The shareholders of CAMMESA each hold twenty percent stakes and are as follows: the Argentine governmentGovernment (represented by the MinistrySecretariat of Energy and Mining)Energy) and the four associations representing the different segments of the electric power sector (generation, transmission, distribution and Large Users).
CAMMESA is managed by a board of directors composed of ten regular directors and up to ten alternate directors, which are appointed by its shareholders. Each of the associations that represent the different segments of the electric power sector is entitled to appoint two regular directors and two alternate directors. The two remaining regular directors of CAMMESA are the Secretariat of Electric Energy, who serves as chairman of the board by virtue of the delegation made by the Ministry of Energy and Mining, and an independent member who acts as vice chairman, appointed at a meeting of the shareholders. The decisions adopted by the board of directors of CAMMESA require the affirmative vote of a majority of the directors present at the meeting, including the affirmative vote of the chairman of the board.
CAMMESA is in charge of:
| ● | managing the SADI in accordance with the Regulatory Framework, which includes: |
| ● | determining the technical and economic dispatch of electric power (including determining the schedule of production of all generation plants of a power system to balance the production with the demand) at the SADI; |
| ● | maximizing system security and the quality of electric power supplied; |
| ● | minimizing wholesale prices in the spot market; |
| ● | planning energy capacity requirements and optimizing energy use in accordance with the rules set forth periodically by the Secretariat of Electric Energy; and |
| ● | monitoring the operation of the term market and administering the technical dispatch of electric power under the agreements entered into in that market. |
| ● | acting as agent of the various WEM participants; |
| ● | purchasing and selling electric power from or to other countries by performing the relevant import/export transactions within the framework of existing agreements between Argentina and bordering countries and/or among WEM agents and third parties from bordering countries; and |
| ● | carrying out the commercial administration and dispatch of fuels for the WEM generation plants. |
In addition to the responsibilities mentioned above, under current applicable regulations, CAMMESA has temporarily been tasked with the role of acquiring and supplying the fuel for the electric power sold under the Energía Base free of cost to the generators.
Since January 1, 2021, and as a result of the implementation of the “GasAr” Plan (Plan Gas IV), the Ministry of Energy established through Resolution 354/20 dated 12/1/2020, that those authorized Generators to carry out self-management of fuel in the MEM, and therefore not reached by resolutions 95/2013 and 529/2014, they may assign to CAMMESA the operational management of the gas volumes contracted with producers with gas volumes awarded in the Gas Plan IV and / or the gas transportation service / s contracted with Natural Gas carriers and / or Distribution companies, so that said contracts (volumes and transportation of natural gas) are assigned for their consumption in thermal generation in such a way to minimize the total costs of supplying the MEM
On the other hand, the Ministry of Energy, through Resolution 354/20, established, among other things, that as long as the Plan “GasAr” (Plan Gas IV) remains in force, asthe Generators of the dateMEM will be able to adhere to the centralized dispatch, assigning to CAMMESA the contracts that they had with natural gas producers or transporters, in order for said contracts to be used by the Dispatch Agency (OED) based on the dispatch criteria.
Likewise, Res. 354/20 established that generating agents that have obligations to supply their own fuel under the framework of this annual reportResolution No. 287/2017, will have fixed a maximum amount for CAMMESA’s annual budget, equalthe option of canceling such obligations and the consequent recognition of their associated costs, having to 0.85%preserve the maintenance of the total WEM transactions plannedrespective transport capacity for each year.the purposes of its management in the centralized dispatch, as long as CAMMESA determines the convenience of having it.
Provincial Regulatory Powers
Provinces can (and do) regulate the electrical system within their territories, and are enforcement authorities in charge of granting and controlling electric power distribution concessions within their territories. Nonetheless, if a provincial electric power market participant is connected to the SADI, it must also comply with federal regulations. In general terms, provinces have followed federal regulatory guidelines and have established similar regulatory institutions. In addition, isolated provincial electric power systems are very rare, and most provincial market participants are connected to the SADI and buy and sell electric power in the WEM, which falls within the regulatory powers of the Argentine government.Government.
Pursuant to Sections 6 and subsequent sectionsSections of Law No. 15,336, electric power generation, whatever its source, transformation or transmission, is subject to exclusive federal jurisdiction when:
| 1. | it is related to national security; |
| 2. | it is aimed to be used in the trade of electric power between different jurisdictions and districts inside the country (e.g., between two different provinces or between the City of Buenos Aires and a province); |
| 3. | it is correlated to a place that is exclusively under jurisdiction of the Argentine Congress; |
| 4. | it is related to hydroelectric or tidal energy facilities that need to be connected between them or with others of the same or different source for a rational and economic use of them; |
| 5. | it is connected to the SADI in any spot of the country; |
| 6. | it is related with the trade of electric power with a foreign nation; or |
| 7. | it is related to electric power plants that use or transform nuclear or atomic energy. |
This exclusive federal jurisdiction implies, among other things, that provinces have limited taxing and police powers when generation, transformation and transmission facilities of electric power are involved.
Structure of the Industry
Generation and the WEM
According to Law No. 24,065, electric power generation is classified as an activity of publicgeneral interest associated with the provision of the public service of transmission and distribution of electric power, but conducted within the framework of a competitive market. As a result of the privatization and incorporation of new market players, the generation sector, even after a consolidation process that took place over the past few years, has a competitive structure with at least five major companies of similar size: (i) Central Puerto; (ii) Endesa Argentina S.A. (which includes Endesa Costanera S.A., Central Dock Sud S.A. and HidroeléHidroeléctrica el ColochóColochón S.A.); (iii) Pampa Energía S.A. (which includes Central TéTérmica GüGüemes S.A., Central TéTérmica Loma la Lata S.A., Inversora Piedra Buena S.A., Inversora Diamante S.A., CTG and Inversora Nihuiles);Nihuiles, and the plants formerly owned by Petrobras Argentina S.A., which were merged into Pamos Energía S.A.) and (iv) AES Argentina GeneracióGeneración S.A. (which includes Central TéTérmica San NicoláNicolás S.A. and HidroeléHidroeléctrica Alicurá S.A.); and (v) Petrobras Argentina S.A. (which was acquired by Pampa EnergíaAlicurá S.A.). In addition, a significant portion of the generation sector is controlled by state-owned and state-controlled companies (e.g., YacyretáYacyretá, Salto Grande, Atucha and Embalse and YPF) and other private sector generators (e.g., Duke,Orazul, Albanesi Capex and Pluspetrol)Capex).
Thermal electric power generators (i.e., generation using natural gas, liquid fuels derived from oil, such as gas oil and fuel oil or coal) do not need a concession granted by the government to operate, whereas hydroelectric power generators do need a concession granted by the government to be able to use water sources. Typical terms included in concession agreements include the right to use water resources and facilities for a fixed amount of time (e.g., thirty years), in cases where the dam is owned by the Argentine governmentGovernment or an Argentine provincial government, and the option to extend or renew the concession period for a fixed number of years. Usually, the concessionaire must make a one-time initial payment to the Argentine governmentGovernment or an Argentina provincial government in exchange for the rights granted in the concession and periodically must pay a fee and/or royalties to the respective provincial government where the river is located in exchange for the use of this water resource. Normally, these periodic fees vary according to the amount of energy generated.
As of the date of this annual report, following the enactment of Resolution SE No. 95/2013, Large Users operating in the term market purchase electric power through agreements with CAMMESA.CAMMESA, except for those power purchase agreements executed under the scope of Resolution No. 281/2017 –which created the Renewable Energy Term Market-. See “Item“Item 4.B. Business Overview— The Argentine Electric Power Sector—Sector—Remuneration Scheme—Scheme—The Previous Remuneration Scheme”Scheme” below.
Electricity Dispatch and Spot Market Pricing prior to Resolution SE No. 95/13
According to the Regulatory Framework, an electric power generators’generators’ remuneration is a function of two components: (1) a variable component, based on quantity of energy sold in the market, and (2) a fixed component that aims to remunerate the generator for each MW of capacity of its units available per hour in the WEM, regardless of the consumption of the electric power generated by such units. The value of the fixed component depends on, among other things, the connection node to which the unit connects to the SADI.
In accordance with the spot market that was in place prior to Energía Base, electric power is traded at prices reflecting supply and demand. CAMMESA dispatches the available power units based on the variable costs of production determined by the generation agents, either based on the cost of fuel or the price of water determined, dispatching the most efficient power units first. The spot market price is determined by CAMMESA on an hourly basis at a specific geographic location, referred to as the “market“market node,” which is located in the system’ssystem’s load center at Ezeiza, Province of Buenos Aires. The energy price consists of a value referred to as the “marginal“marginal system price”price” or “market“market price,” and represents the economic cost of generating the next MWh to satisfy an increase in demand at the same value. The seasonal price fixing system is directly related to the quarterly average prices of the spot market.
CAMMESA is regulated in a manner that is intended to keep operating costs low and to optimize prices. Pursuant to the regulations and procedures enforced by the Ministry of Energy and Mining, CAMMESA applies optimization models in accordance with applicable regulations, based on weather estimates, dam levels, rain forecasts for the following months and the availability of nuclear plants and thermal machines. These optimization models are aimed at keeping operating costs at the lowest possible level while satisfying the expected daily demand for electric power.
To meet electric power demand, CAMMESA organizes and coordinates the electric power dispatch of generators by prioritizing power units with a lower variable production cost, followed by those with a higher variable production cost, until all electric power demand has been satisfied. Generators must inform CAMMESA of the thermal generation plants’plants’ variable production costs, which depend on the availability of different types of fuels provided by CAMMESA (e.g., natural gas, fuel oil and gas oil).
With respect to demand, CAMMESA calculates the typical hourly consumption curves taking into account the limitations of the transmission grid, the needs of distributors, Large Users and self-generators that purchase energy in the WEM, and demand from interconnected importing countries that only receive energy if there is excess supply in Argentina.
As a result of this process, CAMMESA defines an optimal market price, which results from adding the variable cost of transmission from the generator’sgenerator’s connection point to the market node to the accepted variable production cost.
The procedure described above is used to project the future needs of the SADI and WEM. However, often projections and actual market conditions differ, which creates differences between purchases by distributors at seasonal prices and payments to generators for energy sales at the spot price.
The Stabilization Fund
Energy prices are passed on to end-users through the public utility distribution companies. To fix prices for end-users, CAMMESA analyzes electric power supply and demand for the period for which the price is being calculated. The seasonal price is a fixed quarterly price. The Regulatory Framework created the Stabilization Fund that absorbs the differences between the seasonal price and the spot price in the WEM. When the seasonal price is higher than the spot price, there is an accumulated surplus in the Stabilization Fund. Any surplus is used to offset any losses resulting from periods during which the spot price have been higher than the seasonal price.
Through the enacted Resolution No. 7/16, the former Ministry of Energy and Mining suspended any transfer of funds from the Stabilization Fund to EDENOR and EDESUR intended to fund these companies’companies’ planned works, which would have been implemented through financing agreements with CAMMESA and funded by the Stabilization Fund.
Developments since the Public Emergency Law No. 25,561
Since the approval of the Public Emergency Law on January 6, 2002, a series of temporary provisions amended the original mechanism for the determination of prices in the WEM. The measures adopted pursuant to the Public Emergency Law also distorted this mechanism: in spite of an increase in the spot price, the seasonal price remained frozen for all users until 2004, when a partial adjustment was adopted that did not affect residential demand. As a result, the amounts collected based on seasonal prices have been lower than the amounts based on spot prices, therefore increasing the Stabilization Fund deficit.
Resolution No. 6/16 issued by the Ministry of Energy and Mining on January 27, 2016 seekssought to gradually implement a standardization program of several macroeconomic variables, foster the efficient and rational use of electric power and ensure that the appropriate conditions are in place to benefit from private sector investments in the sector’ssector’s activities and segments. Pursuant to this resolution, the Ministry of Energy and Mining acknowledged the gap between actual costs and prevailing prices. However, on the basis of social policy, the Ministry of Energy and Mining had fixed a new seasonal price for the WEM that is still below actual supply costs.
The former Ministry of Energy and Mining also created incentives for residential customers to save electric power, which consist of lower tariffs for users who reduce their consumption over a given period compared to the same period during the previous year. In addition, the Ministry of Energyyear and Mining has fixed a social tariff to be applied to certain sectors of demand.
Import and Export Transactions
Pursuant to Decree No. 974/97, import and export transactions are conducted through the IITS, a public service subject to the concession granted by the former Secretariat of Electric Energy (currently, the Secretariat of Electric Energy, within the scope of the Ministry of Energy and Mining, pursuant to Resolution No. 25/16).Energy. Under such system, through Resolution No. 348/99, the former Secretariat of Electric Energy granted Interandes Sociedad Anónima a concession for the IITS through the GüGüemes Transmission System, which connects the Central de Salta Thermal Generation plant located in GüGüemes, Salta, with the Sico Border Crossing, on the border with the Republic of Chile.
All import and export transactions conducted through the term market require the prior authorization of the Secretariat of Electric Energy and CAMMESA.
Transmission and Distribution
Pursuant to Law No. 24,065, transmission and distribution activities are regulated as public services due to the fact that they are natural monopolies. The Argentine governmentGovernment has granted concessions to private entities conducting these activities, subject to certain conditions, such as service quality standards and fixing the tariffs they are entitled to collect for their services.
Electricity transmission is comprised of (i) a high-voltage transmission system (operated by the company Transener, which is currently co-controlled by the Eling Group, Transelec and EnergíaIntegración Energética Argentina S.A. or “ENARSA”)-formerly known as IEASA), which connects the main electric power production and consumption areas allowing the transmission of electric power between different Argentine regions and (ii) several regional trunk systems, which transmit electric power within a particular region and connect the generators, distributors and Large Users that operate in such region.
Electricity distribution is regulated only at the federal level for the City of Buenos Aires and the districts in the metropolitan areas of Greater Buenos Aires. EDENOR operates in the northern area of both the City of Buenos Aires and Greater Buenos Aires, and EDESUR operates in the southern area of both the City of Buenos Aires and Greater Buenos Aires. In the rest of the country, the electric power distribution service is regulated at the provincial level and subject to concession granted by provincial authorities. Section 124 of Law No. 27,467 established that both EDENOR and EDESUR would be transferred to the regulatory jurisdiction of the Province of Buenos Aires and the City of Buenos Aires, as applicable. However, such transfer was not implemented, and was later suspended by the Solidarity Law that established that until December 31, 2020, the ENRE will retain its regulatory powers over such companies.
Transmission services are rendered by concessionaires that operate and use high and medium voltage transmission lines. Transmission services consist of the transformation and transmission of electric power from generators’generators’ delivery points to distributors’distributors’ or Large Users’Users’ reception points. Law No. 24,065 provides that energy transmission companies must be independent from other WEM participants and prohibits them from purchasing or selling electric energy.
Distribution companies are in charge of supplying electric power to end-users who cannot contract with an independent electric power supply source due to their consumption levels, such as residential end-users.
The main characteristics of concession contracts for the transmission and distribution of electric power are: (i) service quality standards with penalties that are applied in case of breach; (ii) a concession term of 95 years for the monopoly of the supply service in a supply area or network, divided into “management“management periods,” with an initial term of 15 years and subsequent terms of ten years (at the end of each management period, the Argentine governmentGovernment must call for bids to sell the majority stake of the corresponding transmission or distribution company); and (iii) tariffs fixed based on economic criteria with a price cap system and predefined processes regarding their calculation and adjustment.
Tariffs
The tariffs charged by electric power transmission companies include: (i) a connection charge, (ii) a transmission capacity charge and (iii) a charge for actually transmitted energy. In addition, transmission companies may receive income derived from the expansion of the system. Transmission tariffs are passed on to final users through the distributors.
The amounts that distribution companies charge to end-users include: (i) the price for the purchase of energy in the WEM (the seasonal price as described above), (ii) transmission costs, (iii) the value-added for distribution (“VAD”(“VAD”), which compensates the distributor, and (iv) taxes. The VAD is the marginal cost of providing services, including the network development and investment costs, operation maintenance and commercialization costs, as well as depreciation and a reasonable return on the invested capital. The tariffs determined as set forth above must enable an efficient distributor to cover its operating costs, finance the renovation and improvement of its facilities, satisfy increasing demand, comply with established quality standards and obtain a reasonable return, while also enabling such distributor to comply with certain operating efficiency standards and operate in a manner consistent with the amounts it has invested and the national and international risks inherent in its operations.
Pursuant to Resolution No. 7/16, issued by the Ministry of Energy and Mining, the ENRE must complete a full tariff review and adjust the VAD in EDENOR’sEDENOR’s and EDESUR’sEDESUR’s tariff schedules. To such end, it must apply the social tariff scheme (the “Transition“Transition Tariff Scheme”Scheme”) set forth in the renegotiation agreements ratified by ResolutionsDecrees Nos. 1997/1957/06 and 1954/1959/06 and executed by EDENOR and EDESUR (the “Renegotiation Agreements”“Renegotiation Agreements”), on the one hand, and the Unidad de Renegociación y Análisis de Contratos de Servicios Públicos (Renegotiation and Analysis of Public Services Contracts Unit, “UNIREN”“UNIREN”), on the other hand.
Pursuant to Resolution No. 1/16, the ENRE approved EDENOR and EDESUR’sEDESUR’s tariff schedules in accordance with the Transition Tariff Scheme, subject to a subsequent full tariff review, which has been applicable since February 1, 2016. The new tariff schedules include differential tariffs based on consumption and the social tariff. Following the tariff increases, preliminary injunctions suspending such increases were requested by customers, politicians and non-governmental organizations that defend customers’customers’ rights, which preliminary injunctions werebeing granted by Argentine courts. Among the different rulings in this respect, two recent rulings issued by the Second Division of the Federal Courts of Appeals for the City of La Plata and a federal judge from the San Martín district court led to the suspension of end-users tariff increases of electric power in the Province of Buenos Aires and in the whole territory of Argentina, respectively. Pursuant to these injunctions, (i) the end-user tariff increases granted as of February 1, 2016 were suspended retroactively to that date, (ii) end-user bills sent to customers were not to include the increase and (iii) the amounts already collected from end-users as a consequence of consumption recorded before these rulings had to be reimbursed. However, on September 6, 2016, the Supreme Court denied these injunctions that suspended end-users electric power tariff increases, arguing formal objections and procedural defects and therefore, as of the date of this annual report, increases of the electric power end-user tariffs are not suspended.therefore.
Pursuant to Resolution No. 522/16, the ENRE ordered a public hearing to be held to evaluate the proposals for the full tariff review filed by EDENOR and EDESUR for the period January 1, 2017 – December 31, 2021. The hearing was held on October 28, 2016.
Following such hearing, on January 31, 2017, the ENRE issued Resolution No. 63/17, by virtue of which such administrative authority approved the tariffs to be applied by EDENOR. In the same sense, Resolution No. 64/17 approved EDESUR’sEDESUR’s tariffs.
Regarding transmission tariffs, seven public hearings were held pursuant to Resolutions Nos. 601/16, 602/16, 603/16, 604/16, 605/16, 606/16, 607/16 of the ENRE. In such public hearings, the tariff proposals filed by transmission companies Transener S.A, Distrocuyo S.A., Transcomahue S.A., Ente Provincial de Energía de NeuquéNeuquén, Transba S.A., Transnea S.A., Transnoa S.A., and Transpa S.A. for the period January 1, 2017 – December 31, 2021 were evaluated. Pursuant to Resolutions Nos. 66/17, 68/17, 69/17, 71/17, 73/17, 75/17, 77/17 and 79/17, the ENRE approved the new applicable tariffs of such companies.
In April 2019, the Argentine Government announced that tariffs would not be increased for the rest of the year, suspending increases projected for May and August 2019. The Government absorbed the cost of such delays on tariffs updates. On February 22, 2021, Secretary of Energy issued Resolution 131, increasing by 89% the wholesale energy price purchased by Distribution companies for the supply of large customers.
The Solidarity Law froze tariffs applied by distribution and transmission companies under federal jurisdiction for a 180-day period, at the values effective as of December 23, 2019. In addition, the Solidarity Law empowered the Executive branch to renegotiate tariffs effective as of such date aiming to reduce the tariff burden placed on households, stores and industrial facilities for the year 2020.
Through the Solidarity Law, the Argentine Government also invited provinces to freeze and review tariffs applied by distribution and transmission companies under provincial jurisdiction.
Moreover, Decree No. 311/2020 established the prohibition for distribution companies (among other public services concessionaries) to suspend the relevant services to certain end users -considered more vulnerable- in the event of default or non-payment of up to seven (7) consecutive or alternate invoices. Such measure was later extended by Decree No. 756/2020 and On June 19, 2020, through Decree No. 543/2020, the tariff freeze decided through the Solidarity Law was further extended for 180 additional days from the expiration of the previous term.
On December 16, 2020, the Executive branch issued Decree No. 1020/2020, which establishes the beginning of the tariffs revision negotiations for gas and energy transmission and distribution companies under federal jurisdiction. Likewise, on January 19, 2021, through Resolutions No. 16/2021 and 17/2021, the ENRE formally began the procedure for the temporary adjustment of tariffs of energy transmission and distribution activities under federal jurisdiction, with the objective of establishing transitional tariffs, until a final renegotiation agreement is reached.
Large Users
The WEM classifies Large Users of energy into three categories: (i) Grandes Usuarios Mayores (Major Large Users, or “GUMAs”“GUMAs”), (ii) Grandes Usuarios Menores (Minor Large Users, or “GUMEs”“GUMEs”) and (iii) Grandes Usuarios Particulares (Particular Large Users, or “GUPAs”“GUPAs”).
GUMAs are users with a maximum capacity equal to or greater than 1 MW and a minimum annual energy consumption of 4,380 MWh. These users are required to contract at least 50.00% of their demand and purchase the rest from the spot market. Their transactions in the spot market are invoiced by CAMMESA.
GUMEs are users with a maximum capacity ranging from 0.03 to 2 MW. They are not required to have any minimum annual demand. These users are required to contract all of their demand and do not affect any transactions in the spot market.
GUPAs are users with a minimum capacity of 0.030 MW and a maximum of 0.1 MW. They are not required to have any minimum annual demand. These users are required to contract all of their demand and do not operate in the spot market.
Traders
Since 1997, traders have been authorized to participate in the WEM by intermediating block sales of energy. Currently, there are ninethirty one authorized traders in the WEM, several of which conduct transactions with Comercializadora de Energía del Mercosur S.A. (“CEMSA”) in the export market.WEM.
Vertical and Horizontal Restrictions
The WEM agents are subject to vertical restrictions, pursuant to Law No. 24,065 and Decree No. 1398/92, according to which:
| 1. | neither a generation or distribution company nor a Large User or any of its controlled companies or its controlling company, can be an owner or a majority shareholder of a transmission company or the controlling entity of a transmission company. Nevertheless, the |
| 2. | the holder of a distribution concession cannot be the owner of generation units; however, the shareholders of the electric power distributor may own generation units, either by themselves or through any other entity created with the purpose of owning or controlling generation units; and |
| 3. | no transmission company may purchase or sell electric energy. |
Section 33 of the Argentine Corporate Law states that “companies“companies are considered as controlled by others when the holding company, either directly or through another company: (1) holds an interest, under any circumstance, that grants the necessary votes to control the corporate will in board meetings or ordinary shareholders’shareholders’ meetings; or (2) exercises a dominant influence as a consequence of holding shares, quotas or equity interest or due to special linkage between the companies.” However, we cannot assure you that the electric power regulators will apply this standard of control in implementing the restrictions described above. According to the ENRE resolutions, a company controlled by or controlling an electric power transmission company is a company that owns more than 51% of the voting shares of the controlled company and exercises a majority control.
Both electric power transmitters and distributors are also subject to horizontal restrictions. The horizontal restrictions applicable to transmission companies are the following:
| 1. | two or more transmission companies can merge into or be part of a same economic group only if they obtain an express approval from the ENRE; such approval is also necessary when a transmission company intends to acquire shares in another electric power transmission company; |
| 2. | pursuant to the terms of the concession agreement that govern the transmission of electric power through transmission lines above 132 kv and below 140 kv, the transmission service is rendered exclusively in the specific areas indicated in such agreement; and |
| 3. | pursuant to the terms of the concession agreement of the company that renders electric power transmission services through lines with voltage equal to or higher than 220 kv, the service must be rendered exclusively and without territorial restrictions, throughout Argentina. |
The horizontal restrictions applicable to electric power distribution companies are the following:
| 1. | two or more distribution companies can merge into or be part of a same economic group only if they obtain an express approval from the ENRE; such approval is also be necessary when a distribution company intends to acquire shares in another electric power distribution company; and |
| 2. | the distribution service is rendered within the areas specified in the respective concession contracts. |
The Impact of the Public Emergency Law No. 25,561 of 2001 and its Implementation
The electric power sector has been significantly affected by the Public Emergency Law and the measures adopted as a consequence thereof. As a result of the law, electric power transmission and distribution tariffs were converted into pesos and frozen for more than six years. They were only subject to limited and small-scale increases.
The contract renegotiation process provided for by the Public Emergency Law for public contracts subject to federal jurisdiction, including the concessions granted for electric power transmission and distribution in the City of Buenos Aires and La Plata, have progressed very slowly. After more than five years of negotiations, electric power transmission and distribution companies have reached an agreement with the Argentine governmentGovernment with the participation of the UNIREN, which was created within the scope of the Ministries of Economy and Federal Planning, Public Investment and Services. As a result of these negotiations, transmission tariffs were subject to the abovementioned limited and small-scale increases.
In the distribution sector, the Renegotiation Agreements provided for limited increases in income and to a portion of the tariffs (namely, the VAD). Such increases were generally applied to commercial and industrial users, while a comprehensive review of tariffs that would include residential users has been proposed on several occasions. This delay in updating rates caused an imbalance in the payments that distributors made to CAMMESA and those charged by the generators to CAMMESA, which resulted in shortages in the stabilization fund and delays in payments to generators. See “—“—Shortages in the Stabilization Fund and Responses from the Argentine government.Government.”
The UNIREN was dissolved through Decree No. 367/16, dated February 17, 2016, which provided that the procedures for renegotiating works and public service contracts should take place within the scope of the ministries governing such contracts. Furthermore, this decree empowers the competent ministries, jointly with the Ministry of Economy and Public Finance, to execute partial contractual Renegotiation Agreements and apply interim tariff and price adjustments as necessary to ensure the continuity of the respective ordinary services until full contractual Renegotiation Agreements are entered into, which must take into account the outcomes of the full tariff review.
Shortages in the Stabilization Fund and Responses from the Argentine Government
The shortage in the supply of natural gas has also had a significant impact on the industry. Because Resolution SE No. 240/03 provides that the spot price must be calculated as if there were no natural gas supply shortage, electric power generators have not been able to pass increases in the price of fuel on to buyers. This situation has led to the depletion of the Stabilization Fund, which has resulted in the inability to pay the electric power generators’generators’ bills.
As a result of the deficit in funds required to pay WEM agents, the Secretariat of Electric Energy issued Resolution No. 406/03. Section 4 of such resolution provides that if there are insufficient resources, the order of priority to settle debts owed to WEM creditors should be the following: (i) the amounts due as receivables payable to the unified fund created by Section 37 of Law No. 24,065; (ii) the monthly income to be allocated to the WEM funds and accounts; (iii) the amount necessary to pay for the receivables of WEM agents once the remuneration items set forth in subsections (iv), (v) and (vi) have been paid; (iv) the items related to the payment of remuneration for the capacity and services rendered to the WEM; (v) the amounts pertaining to: (a) the energy produced and delivered in the hourly spot market valued at its operating cost based on the variable production costs declared and approved for thermal generation plus all the relevant transmission charges, (b) the energy produced and delivered at the hourly spot market by hydroelectric plants, valued at the representative average operation and maintenance cost of a hydroelectric power plant established in Annex 26 to the Procedures plus the total amount of the relevant transmission charges (Ps.2 per MW per hour), (c) the remuneration payable to electric power transmission companies and (d) the additional providers of technical transmission services that are not distributors and have receivables in the WEM in connection with the transactions of Large Users in the market; and (vi) the commitments assumed in relation to Annexes II, III, IV of Resolution SE No. 01/03.
To overcome these problems and take into account the forecasts of the future increase in demand, the Argentine executiveExecutive branch has launched different programs and policies promoting the availability of new generation capacity. For example, the Energía Plus and Energía Distribuida programs were implemented to encourage private sector investments in new generation facilities, allowing owners to sell the energy produced at prices sufficient to cover the cost of the projects plus a reasonable profit. The purpose of these measures is not only to overcome the current energy shortage situation but also to add installed capacity to satisfy the steady growth in demand that is expected in the short and medium term.
The FONINVEMEM and Similar Programs
In 2004, the Argentine government,Government, seeking to increase generation capacity, created the FONINVEMEM (Resolution SE No. 712/2004), a fund to be administered by CAMMESA. Its purpose is to raise funds to be invested in energy generation projects. To provide capital for the FONINVEMEM, the former Secretariat of Electric Energy invited all WEM participants holding LVFVDs that originated from January 2004 to December 2006 to contribute these credits to the FONINVEMEM. In the initial stages of the FONINVEMEM, generators were entitled to participate in the construction of two new 800 MW combined cycle thermal generation plants. Consequently, on December 13, 2005, the generation companies TMB and TJSM were created.
The FONINVEMEM reimburses the private sector contributors the amount of their contributed receivables in 120 equal, consecutive monthly installments starting from the commercial launch date of the plants, converted into U.S. dollars at the rate effective as of the date of the applicable agreement, with interest at the interest rate specified in the applicable agreement for each project. For morefurther information, see “Item“Item 4.B. Business Overview —FONINVEMEM—FONINVEMEM and Similar Programs.”
Subsequently, in 2010, ana new agreement with WEM generators was entered into to promote new electric power generation to satisfy the increase in the energy and capacity demand and also to facilitate the settlement of the generators’generators’ receivables from CAMMESA for electric power sales. Within the framework of such agreement, Central Puerto and the Endesa and Duke groups submitted a project for the construction of a thermal combined cycle plant named Central Vuelta de Obligado, in TimbúTimbúes, Province of Santa Fe, and, in turn, The AES Group submitted a project for the construction of Central Guillermo Brown, located in Bah’Bahía Blanca, Province of Buenos Aires. In connection with the former, the generation company CVOSA was created.
Resolution SE No. 146/2002
Resolution SE No. 146 of October 23, 2002 provides that any generator that needs to perform major or extraordinary maintenance works and needs resources for such works may request financing, subject to the availability of funds and the performance of the conditions set forth by such rule.
Energía Plus
In September 2006, the former Secretariat of Electric Energy issued Resolution No. 1281/06 which created the Energía Plus Service, in an effort to respond to the sustained increase in energy demand and to foster new private sector interested parties to invest fresh capital into the energy sector in order to generate new energy sources.
The resolution provided that:
| 1. | The energy available in the market will be used primarily to serve residential customers, public lighting, public entities and industrial and commercial users whose energy demand is at or below 300 kW and that have not entered into term contracts. |
| 2. | GUMAs, GUMEs and large customers of distribution companies (in all cases with consumption equal or higher than 300 kilowatts) must satisfy any consumption in excess of their base demand (equal to their demand in 2005) with energy from the Energía Plus service, consisting of the supply of additional energy generation from new generators and generation agents, co-generators or self-generators that are not agents of the WEM or who, as of the date of publication of the resolution, were not interconnected with the WEM. The price required to pay for excess demand, if not previously contracted for under the Energía Plus, was originally fixed to be equal to the marginal cost of operation. The marginal cost is equal to the generation cost of the last generation unit transmitted to supply the incremental demand from electric power at any given time. With the Energía Plus, the price has been amended to |
Distributed Energy (Energía Distribuida)
Resolution 220/07
Pursuant to Resolution SE No. 220/07, the former Secretariat of Electric Energy authorized the execution of Electricity Supply Agreements (“ESAs”(“ESAs”) between the WEM (represented by CAMMESA) and companies that offer additional generation to the system (i.e., the so-called offer of additional generation and associated energy from generation, co-generation and self-generation agents that, as of the date of publication of the resolution, arewere not WEM agents or dodid not have the generation facilities to commit to such supply). ESAs are applicable to all such projects for additional energy generation that involveinvolved the participation of the Argentine governmentGovernment or ENARSAIEASA or those that may be determined by the former Ministry of Federal Planning, Public Investment and Services (currently, the Ministry of Energy and Mining)Productive Development).
Resolution SE No. 220/07 sets forth the standard terms of ESAs, including:
| 1. | Effective Term: Maximum of ten years. |
| 2. | Parties: The company whose offer has been approved by the former Secretariat of Electric Energy, as seller, and the WEM as a whole, represented by CAMMESA, as buyer. |
| 3. | Remuneration: To be determined based on the costs accepted by the former Secretariat of Electric Energy and approved by the former Ministry of Planning. |
| 4. | Delivery Point: The connection node of the plant with the SADI. |
| 5. | Remedies: The ESAs must include remedies for breach based on the effect that the unavailability of the units committed under the ESAs may have on the proper supply of the electric power demand in the SADI. |
| 6. | Dispatch: The machines and plants assigned to the ESAs will generate electric power to the extent they are dispatched by CAMMESA. |
Furthermore, such resolution details the requirements that the additional generation offers must meet for an ESA to be executed. The respective investment projects must be submitted to the Secretariat of Electric Energy and include the following information: (i) the units to be approved that will assume the commitment; (ii) guaranteed availability of the units; (iii) the offered duration of the ESAs; (iv) the effective term of the offer; (v) the availability of capacity committed for the period offered in MW; the former Secretariat of Electric Energy may establish committed capacity value limits; and (vi) a breakdown of fixed and variable costs, in particular, those related to the funding used for the installation of the new capacity offered and supporting documents of such breakdown.breakdown, along with backing documentation.
Based on the information provided, the Secretariat of Electric Energy must evaluate the submitted offers and inform CAMMESA of those that are accepted for contracts, expressly stating the annual payment amount for the installation costs to be considered and/or the calculation method to be applied for such purposes, as well as the fixed or variable costs associated with the ESAs. The Secretariat of Electric Energy then must send CAMMESA the text of the contract to be executed and the methodology that should be used for its inclusion in the economic transactions of the WEM.
The capacity assigned and the energy supplied in connection with the ESAs will be compensated by means of a monthly payment calculated based on the annual installation costs to be considered, and the fixed and variable costs required for the proper operation of the committed equipment, based on a method that must be defined in the relevant agreement.
The generation agents that are parties to the ESAs must meet all the requirements set forth in the Procedures, including determining the variable production costs and water costs of the units committed in accordance with the methods in force and the maximum costs acknowledged pursuant to Resolution No. 220/07.
As long as Resolution SE No. 406/2003 is applicable, the payment obligations under the ESAs will have the payment priority provided in subsection (e) of Section 4 of Resolution SE No. 220/07.
To reduce the risk arising from payment for sales under the ESAs, the costs associated with such agreements must have payment priority over the receivables of other agents in the market. In this context, the order of priority to be applied for the settlement of payment obligations derived from such contracts must be equal to or higher than thermal generators’generators’ obligations in respect of operating costs. In other words, the recovery of costs associated with the ESAs must have at least the same priority level as the recovery, for instance, of the costs of fuel used for the generation of electric power that is already installed.
Pursuant to Resolution SE No. 1836/07, the former Secretariat of Electric Energy instructed CAMMESA to execute with ENARSAIEASA the ESAs pertaining to energy projects located in specific sites communicated in each case by such secretariat, approving, as Annex I, the sample contract to be executed and providing for the specific conditions of each ESA that should be approved by the former Secretariat of Electric Energy.
Law No. 27,424 (and related Decree No. 986/2018).
Law No. 27,424, enacted in 2017, established the “Régimen de Fomento a la Generación Distribuida de Energía Renovable Integrada a la Red Eléctrica Pública” (i.e. Promotion of Distributed Energy from Renewable Sources Regime). Law No. 27,424 was later implemented through Decree No. 986/18 (both Law No. 27,424 and Decree No. 986/2018, its amendments and its complementary regulations, the “Promotion Regime”).
The Promotion Regime sets forth the policies and contractual terms for the generation of electricity from renewable sources by users of the electricity distribution service, either for self-consumption or, eventually, for the supply of additional energy to the grid.
It also established the obligation of the electricity distribution companies to allow such energy supply by the abovementioned user-generators, securing free access to the distribution grid. Distributed generation of electricity from renewable sources was declared of national interest.
The goal of the Promotion Regime is to achieve 1.000 MW of installed capacity within twelve (12) years as of the day in which Decree No. 986/2018 came into force (November 3, 2018).
Every user of the distribution service has the right to install equipment to generate power from renewable energy sources to a capacity equal to the one contracted and demanded to its own distributor, provided such user-generator falls within the scope of section 6 of Law No. 27,424 and subject to the distributor’s previous authorization. In the event the user-generator intends to install a larger capacity, a special authorization shall be requested to the corresponding distributor.
After obtaining the abovementioned authorization, the user-generator and the distributor shall execute a Distributed Electricity Generation Agreement, under the terms of the Promotion Regime. Pursuant to it, the distributor shall enable the user-generator’s facilities to supply energy to the grid.
In case of controversies among the distributor and the user-generator, Law No. 27,424 establishes that the latter can bring its claim before the competent regulatory entity.
The compensation and remuneration scheme for the supplied energy shall be administered by the distributor in the following terms:
| (a) | The user-generator shall receive a tariff for the supply of each kilowatt per hour (KW/h) delivered to the grid, as of the moment the measuring equipment is installed by the distributor. The pricing shall be in Argentine pesos. The applicable tariff scheme was approved by ENRE Resolution No. 189/2019 (see “Tariff Scheme – ENRE Resolution No. 189/2019” below). |
| (b) | In the usual bills for the provision of electricity, the distributor shall reflect the energy provided to the user-generator, and the energy supplied by the user-generator to the grid, with the price for each KW/h. The user-generator shall pay the net value before taxes. No additional tax charges can be made over the energy supplied by the user-generator. In the event there is a surplus amount in favor of the user-generator, a credit against the distributor will be accounted for further periods. If such surplus amounts accrue for a certain period of time, a retribution can be requested to the distributor. |
| (c) | Profits from supplying electricity to the grid by user-generators with up to 300kw of contracted capacity, in compliance with the regulations, will be exempt from income taxes and value added taxes. |
The current enforcement authority of the Promotion Regime is the Secretary of Energy. Among other things, such authority is empowered to: (i) establish the technical and administrative standards for the approval of distributed energy projects; (ii) establish the requirements to be fulfilled to authorize the connection to the grid requested to distributors by user-generators; (iii) establish the value of the tariff for the supply of electricity through distributed energy projects; (iv) establish the general guidelines of the Distributed Electricity Generation Agreements to be executed among distributors and users-generators.
Any breach of the distributors obligations under the Promotion Regimen will be subject to sanctions, and the user-generator will have a right for compensation.
The Promotion Regime also created the “Fondo Fiduciario para el Desarrollo de la Generación Distribuida de Energías Renovables” (“FODIS”), with the purpose of granting loans, incentive, guarantees, capital contributions and acquisition of other financial instruments, destined to the implementation of systems of distributed generation from renewable resources.
The Federal Government (through the enforcement authority of the Promotion Regime) would be the FODIS Trustor, while the selected public bank would be the Trustee. The Beneficiaries would be all the people domiciled in Argentina and businesses incorporated in Argentina, whose projects of distributed generation have obtained approval from the FODIS authorities, pursuant to the applicable regulations.
The FODIS model agreement was approved by means of Disposition No. 62/2019 of the former Undersecretariat of Renewable Energy and Energetic Efficiency. Such disposition also named Banco de Inversión y Comercio Exterior (BICE) as the FODIS Trustee.
Activities performed within the FODIS are subject to tax benefits.
Finally, the Promotion Regime also sets forth the “Régimen de Fomento para la Fabricación Nacional de Sistemas, Equipos e insumos para la Generación Distribuida a partir de fuentes renovables” (“FANSIGED”), currently under the orbit of the Ministry of Productive Development.
FANSIGED will be applicable for ten (10) years as of the enactment of the Promotion Regime (2017). The National Executive Branch can extend it for an additional 10-year term.
The activities falling within the scope of the FANSIGED are research, design, development, investment in capital goods, production, certification and installation services for the distributed generation of energy from renewable sources.
A series of tax benefits are applicable under the FANSIGED.
Micro, small and medium size companies incorporated in Argentina, who develop any of the activities falling within the scope of the FANSIGED can adhere to the regime.
Resolution No. 314/2018 also created the Registro Nacional de Usuarios-Generadores de Energías Renovables (RENUGER), applicable to projects who obtained the Certificate of User-Generator and are included in the Promotion Regime.
Resolution No. 314/2018 approved further regulations to the Promotion Regime, which include, among others:
| (i) | The distinction between Small User-Generators (up to 3 kW of capacity), Medium User-Generators (from 3 KW up to 300 kW of capacity) and Large User-Generators (from 300 KW up to 2 MW of capacity). |
| (ii) | The procedure to follow for the connection of user-generators, and technical criteria. |
| (iii) | The guidelines for the execution of Distributed Electricity Generation Agreements, setting forth the parties’ rights and obligations, causes for suspension, and causes for termination. |
| (iv) | Specifications for the measurement systems. |
| (v) | Billing and compensation mechanisms. |
| (vi) | Further regulations for the promotional benefits regime. |
The former Undersecretariat of Renewable Energy and Energetic Efficiency issued Disposition No. 28/2019 to complement the provisions of Resolution No. 314/2018.
Tariff Scheme – ENRE Resolution No. 189/2019
ENRE Resolution No. 189/2019 approved the applicable tariffs to User-Generators for the supply of energy to the grid as of May 2019, valued in Argentine pesos per hourly kilowatt ($/kwh):
| User-Generator | $/kwh |
| Residential | 2.062 |
| General | 2.206 |
| T2 | 2.206 |
| Tariff 3 - BT < 300 kW contracted capacity | |
| Variable Fee “Pico” | 2.311 |
| Variable Fee “Resto” | 2.206 |
| Variable Fee “Valle” | 2.103 |
| Tariff 3 - MT < 300 kW contracted capacity | |
| Variable Fee “Pico” | 2.197 |
| Variable Fee “Resto” | 2.097 |
| Variable Fee “Valle” | 1.998 |
| Tariff 3 - AT < 300 kW contracted capacity | |
| Variable Fee “Pico” | 2.106 |
| Variable Fee “Resto” | 2.011 |
| Variable Fee “Valle” | 1.916 |
| Tariff 3 - BT >= 300 kW contracted capacity | |
| Variable Fee “Pico” | 3.346 |
| Variable Fee “Resto” | 3.198 |
| Variable Fee “Valle” | 3.049 |
| Tariff 3 - MT >= 300 kW contracted capacity | |
| Variable Fee “Pico” | 3.18 |
| Variable Fee “Resto” | 3.039 |
| Variable Fee “Valle” | 2.898 |
| Tariff 3 - AT >= 300 kW contracted capacity | |
| Variable Fee “Pico” | 3.049 |
| Variable Fee “Resto” | 2.914 |
| Variable Fee “Valle” | 2.779 |
The National Program
In this context, the former Secretariat of Electric Energy issued Resolution No. 724/2008, which authorized the execution of WEM committed supply agreements associated with the repair or repowering of diesel generation groups and related equipment with WEM generation agents. The compensation to be received by the seller will be paid according to the payment priority provided in subsection (e) of Section 4 of Resolution SE No. 406/03.
On November 11, 2009, Resolution SE No. 762/2009, which created the National Hydroelectric Works Program (the “National Program”“National Program”), was published in the Official Gazette.
The purpose of the National Program is to promote and support the construction of hydroelectric plants within Argentina through the creation of funding sufficient to assure the repayment of investments made and loans provided in such framework.
Within this framework, the Argentine governmentGovernment has provided that CAMMESA and the WEM generation agents to be determined by the Ministry of Energy and Mining may enter into electric power supply agreements in respect of the energy generated by the hydroelectric works that are part of the National Program. One of the purposes of the supply agreements for hydroelectric works is to repay the investments made and the loans used to complete all hydroelectric works included in the National Program.
The standard term of such agreements may be of up to 15 years, but such agreements may be extended by the Ministry of Energy and Mining. Upon expiration of such term, each hydroelectric plant that is part of the National Program may sell the energy generated by it at the price then specified by the WEM.
The terms and conditions of the agreements were determined by the former Secretariat of Electric Energy taking into account principles of economic reasonableness, equity and operating benefits for the electric power system as a whole, according to which it will qualify the hydroelectric works to be executed within the scope of the National Program.
ESAs with ENARSAIEASA
Resolution SE No. 712/09 approved the sample contracts to be executed between CAMMESA and ENARSA –now IEASA for the supply of electric power derived from renewable sources generated under the contracts awarded in ENARSA’sENARSA’s Bidding Process No. 1/09.
Resolution SE No. 712/09 also added Annex 39 and replaced Annex 40 of the Procedures. In this regard, the new Annex 39 sets forth the guidelines for renewable energy generation, excluding hydroelectric and wind energy, while Annex 40 set forth the guidelines for wind power generation.
Regarding the contracts to be awarded, prior to their execution, ENARSA musthad to carry out certain efforts with the former Secretariat of Electric Energy to obtain approval for the generation availability offer pursuant to which it intends to execute each agreement with CAMMESA.
Based on the assessment of the requests received, the former Secretariat of Electric Energy will consider the merits of contracting for the availability of generation and related energy, instruct CAMMESA to execute a contract with those parties whose requests have been accepted and send the text of the contract to be executed with the specific provisions for each contract.
The main characteristics of these sample contracts approved by Resolution SE No. 712/09 are the following:
| 1. | The energy supplied must be generated by designated machines in conformity with |
| 2. | The term of the contracts must be for a maximum of 15 years, which may be extended for a maximum term of 18 additional months. |
| 3. | In cases of contracts for energy generated from renewable sources other than biofuels (such as wind and solar energy), no capacity payment is provided. In these cases, the consideration shall consist of the payment for the energy supplied, a management charge and the payment of a portion of fixed costs (charges for transport, expenses, fees and other charges specifically provided for). The price of the energy supplied shall remain constant throughout the term of the specific contract. |
| 4. | A guarantee fund will be established to ensure the performance of the obligations under the ESAs, which shall be set up by CAMMESA, until reaching a limit of 10.00% of the future obligations assumed under each of the contracts at which point the fund ceases to accumulate funds |
Resolution SE No. 108/2011, dated April 13, 2011, authorized the execution of new ESAs between CAMMESA, on behalf of the WEM, and certain parties offering availability of electric power generation using the renewable sources set forth in Law No. 26,190 that meet the following requirements:
| 1. | at the time of the publication of Resolution No. 108/2011, such parties do not have the generation facilities to be committed under such offers or, having completed the interconnection to the WEM, have not committed their availability of generation and related energy under any form of contract; and |
| 2. | they present projects where the Argentine |
The remuneration is paid on a monthly basis in U.S. dollars and is determined based on the costs and annual income acknowledged by the former Secretariat of Electric Energy. For such purposes, the fixed and variable installation costs required for the proper operation of the committed equipment shall be considered based on the method determined in each ESA.
Both SE Resolutions 712/2009 (except Annex 39 and 40) and 108/2011 were abolished by Ministry of Energy and Mining.
Renewable Energy Program
In recent years, Argentina has prioritized the generation of electric power from renewable sources. In such regard, it has not only issued regulations intended to regulate and incorporate this type of energy into the WEM, but it has also promoted it by granting incentives in the form of tax benefits and preferential or subsidized tariffs.
To promote renewable energy, Law No. 26,190 was enacted in December 2006 and approved the National Promotional Regime for the Use of Sources of Renewable Energy destined to Electric Production (the “Promotional Regime”“Promotional Regime”). The renewable energy sources provided for in this system include wind, solar, geothermal, tidal, hydraulic (hydroelectric power plants up to 30 MW), biomass, landfill gas, sewage-treatment plant gas and biogas (except for the uses provided for in Law No. 26,093 on biofuels). The purpose of Law No. 26,190 is to increase the proportion of energy provided by renewable energy sources to 8% of the national electric power consumption within ten years from its effective date. Law No. 26,190 also established a system of investments for the construction of new works intended to generate electric power from renewable energy sources, which will remain in force for a term of ten years. The system set forth by Law No. 26,190 has been excluded from the general remuneration scheme regulated by Resolution No. 95 (as described below).
The beneficiaries of this system are individuals and legal entities that hold investments and concessions for new renewable energy generation works in Argentina that have been approved by the enforcement authority. The energy must be intended for the WEM and the project must be related to the rendering of public services.
On September 23, 2015, Law No. 26,190 was amended by Law No. 27,191. The amendments seek to establish a legal framework to increase investments in renewable energies and foster the diversification of the electric power generation mix, increasing the participation of renewable sources. To such end, the law, among other things:
| 1. | sets renewable energies consumption targets for all of |
| 2. | amends and expands the tax benefits for eligible projects; |
| 3. | establishes the |
| 4. | establishes obligations for Large Users and large demand: clients of electric power distribution providers or distribution agents with capacity demand equal to or higher than 300 KW must meet gradual goals through self-generation or otherwise purchase such electric power from generators (directly or through electric power distributors or brokers or from the wholesale market operator CAMMESA), at a price which may not exceed an average of US$113/MWh until March 30, 2018, and thereafter at a price determined by Ministry of Energy and Mining. In this respect the Ministry of Energy and Mining by means of Resolution 281-E/2017, established the regulatory framework that allows Large Users to purchase renewable energy from private generating companies. |
Pursuant to Decree No. 531/16, the Argentine governmentGovernment set forth general guidelines and principles for the development of energy projects, by delegating the procedures for compliance with energy goals, bids or auctions for the implementation of the FODER to the Ministry of Energy and Mining, particularly to the Undersecretary of Renewable Energies. The most important aspects of these regulations are as follows:
| 1. | The former Ministry of Energy and Mining must be the enforcement authority of the law. (currently the Secretary of Energy) |
| 2. | The system is applicable to projects for the construction of new facilities or for expanding or upgrading existing ones, the acquisition of new or second-hand equipment, to the extent new assets, works and other services are used for the project and are directly connected to the project. Access to the system is allowed for projects for which, after having been selected under Resolutions Nos. 220/2007, 712/2009 and 108/2011 set forth by the former Secretariat of Electric Energy, construction has not yet begun and that have been selected by the enforcement authority and the executed agreement is terminated. Projects for which construction has begun may also be eligible to the extent amendments to the executed contracts are allowed, as required by the enforcement authority. The enforcement authority must establish the merit order for projects that have been approved and determine the granting of the promotional benefits for each project. |
| 3. | The goals established by the law must be audited annually commencing on December 31, 2018. Users are allowed a 10% margin of error per year for achieving the goals related to energy consumption from renewable sources established by the law. |
| 4. | The enforcement authority must establish the terms and conditions under which it will allocate a portion of the funds of |
Tax Benefits Under Law No. 26,190
The former regime includes the following tax benefits:
| ● | Early refund of the VAT on the |
| ● | Accelerated asset depreciation for purposes of income tax: the beneficiaries may apply depreciations on the investments associated with the projects subsequent to their approval and under the terms set forth therein. These depreciations are subject to a differential treatment depending on their timing, within the first, second or third twelve-month period after project approval. This alternative is subject to the condition that the assets are to remain as property of the project holder for at least three years. |
| ● | Non-calculation of the minimum presumed income tax provided by Law No. 25,063 on the assets allocated to the projects initiated under the system created by the renewable energy law: this benefit applies to the three fiscal periods preceding the completion of the relevant project. The assets must be connected to the relevant project and must be acquired by the company after the approval of the project. |
The regime also provides for certain additional compensation. In that regard, the projects will be entitled to an additional compensation equivalent to US$0.015 per KW/h payable to the generators that produce electric power from renewable sources, except in the case of solar-based electric power, for which generators will collect US$0.9 per KW/h. Such additional compensation will be paid according to: (i) fuel substitution, (ii) the involvement of Argentine industries and job creation opportunities and (iii) the amount of time it takes to launch the project.
Tax benefits under Law No. 27,191
The Promotional Regime includes the following tax benefits:
| 1. | Early refund of VAT and accelerated depreciation of assets for income tax purposes, with beneficiaries being able to apply for both benefits simultaneously, subject to reduced benefits based on the actual commencement date of the |
| 2. | Extension to ten years of the tax loss carry forward term. Tax loss carry forwards arising from the promoted activity may only be set off against net income arising from the same activity. |
| 3. | Exclusion of assets connected to the activity subject to the Promotional Regime from the taxable base related to the minimum presumed income tax until the eighth fiscal year following the |
| 4. | A 10% exemption on tax on the dividends distributed by the companies that own the projects subject to the Promotional Regime, which are reinvested in new infrastructure projects within Argentina. |
| 5. | Tax certificate applicable to the payment of income tax, VAT, minimum presumed income tax and excise taxes for an amount equal to 20% of the value of components of electromechanical facilities made in Argentina, provided that at least 60% of the components (excluding civil works) are made in Argentina. Where there is insufficient or a lack of production in Argentina, the percentage is reduced to 30%. The assignment of the tax certificate is conditioned upon the fact that the taxpayer cannot have liquidated debts due and payable to the AFIP. |
| 6. | Other benefits, including the possibility of shifting increased costs arising from tax increases to the price of the renewable energy sold; exemption from import duties and the statistical rate for the import of new capital assets, special equipment and related parts and components that are necessary for, among other things, the execution of the project; and the exemption from special taxes, fees and royalties of any jurisdiction imposed on the access to and use of renewable sources of energy within participating jurisdictions until December 31, 2025, excluding potential fees payable on the use of the state-owned land where the projects are based. |
| 7. | Those who wish to participate in the Promotional Regime must waive the benefits afforded by previous systems under Laws No. 25,019 and 26,360, and the projects that benefitted from such systems may only have access to the Promotional Regime if the works committed under the contracts executed thereunder have not commenced as of the date of the application. |
Changes to the Electric Power Sector under the Macri Administration
On December 15, 2015, the executiveExecutive branch declared a state of emergency with respect to the Argentine electric power sector until December 31, 2017. Pursuant to Decree No. 134/2015, the Ministry of Energy and Mining (as well as its successors) must:
| 1. | prepare and put in place a plan of action addressing the issues affecting the electric power generation, transportation and distribution sectors within its jurisdiction in order to adjust the quality and safety of the electric power supply and ensure the supply of electric power under suitable technical and economic conditions; and |
| 2. | work in coordination with other agencies of the Argentine |
The Ministry of Energy and Mining set forth Resolutions No. 6 and No. 7 under this scheme.
Additionally, on October 31, 2017, the executiveExecutive branch issued Decree No. 882/2017 ordering the restructuring of the Argentine Government’s energy sector assets aimed at the reduction of government participation.
Pursuant to the Decree 882/2017, the Ministry of Energy and Mining was mandated to execute the merger of ENARSA and Emprendimientos Energéticos Binacionales S.A (EBISA). EBISA is a company responsible for selling the electricity generated by certain binational energy projects in which the Argentine governmentGovernment is a party. In accordance with the provisions of such decree, ENARSA would absorb EBISA and would change its name to Integración Energética Argentina S.A.IEASA. Through Resolution 11-E/2018, the Ministry of Energy and Mining instructed the boards of directors of the aforementioned companies to carry out all diligences necessary to perform the merger.
According to Decree No. 882/2017, Integración Energética Argentina S.AIEASA will also be responsible for continuing certain energy infrastructure public work projects previously performed by the Ministry of Energy and Mining (acting as a contracting entity). Pursuant to such decree, the Ministry of Energy and Mining can also assign to Integración Energética Argentina S.AIEASA with any other public work project to be performed by such ministry.
Through Decree No. 882/2017, the executiveExecutive branch granted Integración Energética Argentina S.AIEASA a concession to develop the Condor Cliff and La Barrancosa hydroelectric power plants.
Decree No. 882/2017 also instructsinstructed the Ministry of Energy and Mining (acting as a shareholder of Integración Energética Argentina S.A)IEASA), to implement the necessary measures so that Integración Energética Argentina S.AIEASA sells, assigns or transfers its assets, rights and/or shares (as the case may be) related to Ensenada Barragan, Brigadier López and Manuel Belgrano II thermal power plants and Compañía Inversora de Transmisión Eléctrica CITELEC S.A.
Pursuant to Decree No. 882/2017, the Ministry of Energy and Mining was also instructed to implement the necessary measures and procedures to execute the sale, assignment or transfer (as the case may be) of (i) the Argentine Government’s shares in Central Puerto S.A equity and the equity of other energy companies (Central Dique S.A, Central Térmica Güemes S.A, Centrales Térmicas Patagónicas S.A, TRANSPA and Dioxitek S.A), (ii) the rights held by the Argentine Government regarding the following power plants, companies and shares: Termoeléctrica Manuel Belgrano, Termoeléctrica José de San Martín (Central Timbúes), Termoeléctrica Vuelta de Obligado and Termoeléctrica Guillermo Brown.
The subsequent sales and transfers, must contemplate public and competitive procedures which must protect the rights established in the companies’ bylaws and related corporate and contractual documentation.
The bidding terms and conditions of the bidding contest to transfer Ensenada Barragan and Brigadier Lopez power plants were approved by means of Resolution No. 289/2018 of the Ministry of Energy. We submitted offers for both power plants, and on February 27, 2019, and we were notified that we had been awarded Brigadier López Power Plant, which was effectively transferred on June 14, 2019.
On June 14, 2019 the transfer agreement for the production unit part of Brigadier López Plant and for the premises on which the Brigadier López Plant is located, was executed, also including: a) personal property, recordable personal property, facilities, machines, tools, spare parts, and other assets used in connection with the operation of the Brigadier López Plant; b) IEASA’s contractual position in the following contracts: (i) Turbogas and Turbosteam supplying contracts with CAMMESA, (ii) the Brigadier López Financial Trust Agreement (as defined below), (iii) the long term maintenance agreement with Siemens, (iv) the spare part sales agreement with Siemens, (iv) insurance contracts. and the, among others); c) permits and authorizations in effect related to the Brigadier López Plant operation; and d) Brigadier López Plant employees.
The Brigadier López Plant has a 280.50 MW Siemens gas turbine installed. It is expected that such gas turbines will be supplemented with a boiler and a steam turbine to complete the combined cycle, which will allow the Brigadier López Plant to generate 420 MW in the aggregate. The installation of all necessary items for the completion of the combined cycle have not been finalized as of the date of this annual report (see Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the completion of the project, or alter our plans for the expansion of our existing plant).
Under the above-mentioned trust agreement (the “Brigadier López Financial Trust Agreement”), Central Puerto replaced IEASA as the trustor of the Brigadier López Financial Trust Agreement, and BICE Fideicomisos is the trustee. The financial debt balance of the trust as of June 14, 2019 was US$154,662,725. The amount paid on June 14, 2019 amounted to US$165,432,500, formed by a cash amount of US$155,332,500, plus an amount of US$10,100,000 settled through the assignment of LVFVD to IEASA.
Under the terms of the trust agreement, the financial debt accrues interest at an annual rate equal to the greater of (i) LIBOR plus 5% or (ii) 6.25% and amortizes principal on a monthly basis. BICE Fideicomisos as the trustee, is in charge of the administration, and pays such debt, using for that purpose the proceeds from certain components of the sales of Brigadier Lopez power plant that were assigned to the Brigadier López Financial Trust Agreement and are paid monthly directly from CAMMESA to the Brigadier López Financial Trust Agreement. Additionally, there is a reserve account founded, for a total amount of two monthly debt services. In case of insolvency by the Brigadier López Financial Trust Agreement, creditors have no recourse against other assets of Central Puerto. As of March 25, 2021, there are 17 instalments remaining to amortize and the financial debt balance amounts to US$69.44 million.
Changes to the Electric Power Sector under the Fernández Administration
As of the date of this annual report, the following measures have been adopted in the electric power sector since the elected administration took office on December 10, 2019:
| ● | The Governmental Secretariat of Energy –under the jurisdiction of the former Ministry of Treasury- was reorganized as the Secretariat of Energy –within the scope of the Ministry of Economy |
| ● | Tariff increases that were to be implemented pursuant to current regulations, were suspended. |
| ● | By means of the Solidarity Law, tariffs applied by distribution and transmission companies under federal jurisdiction were frozen for 180 days, at the values in force as of the day in which the law came into force (December 21st, 2019). |
| ● | The Executive branch was empowered to renegotiate tariffs effective as of December 21, 2019 with the aim of reducing the tariff burden placed on households, stores and industrial facilities for 2020 and said process was formally began by the ENRE. |
| ● | The transfer of EDENOR and EDESUR to the jurisdictions of the City of Buenos Aires and the Province of Buenos Aires, as applicable, was suspended. Therefore, such companies still remain under the regulatory power of the national government |
| ● | On December 27, 2019, the Ministry of Productive Development issued Resolution MDP No. 12/2019, repealing Resolution SGE No. 70/2018 and restoring Art. 8 of Res. SE 95/2013. Beginning in January 2020, CAMMESA became the only fuel supplier for generation companies, except for (i) thermal units that had prior commitments with CAMMESA for energy supply contracts with their own fuel management and (ii) thermal units under the Energía Plus regulatory framework, authorized under Resolution SE No.1281/05 to supply energy to large private users. |
| ● | On February 27, 2020, the Secretariat of Energy issued Resolution 31/20 applicable from February 1, 2020, which replaces the regulatory framework for Energía Base, changing the energy and power capacity prices for the units under this regulatory framework. |
| ● | Resolution Secretariat of Energy 354 of December 1, 2020. Through this resolution it was established, mainly among other things, that as from the validity of the “GasAr” Plan (Plan Gas IV), the MEM Generators will be able to adhere to the centralized dispatch, assigning to CAMMESA the operational management of the contracts that these have with producers awarded with gas volumes in the Plan Gas IV and / or with natural gas transporters and / or distributors, so that said contracts are used by the Dispatch Agency (OED) in order to minimize total costs supply criteria for the MEM dispatch criteria and for a given priority of dispatch of natural gas according to its origin (Natural Gas from Plan Gas IV natural gas imprinted from Bolivia by IEASA, LNG and the rest of natural gas in local basins outside the Plan Gas IV). In particular,Res. 354 also established that generating agents that have obligations to supply their own fuel within the framework of Resolution No. 287/2017, will have the option to nullify the aforementioned obligation, having to preserve the maintenance of the respective transport capacity for the purposes of its management in the centralized dispatch, as long as CAMMESA determines the convenience of having it. |
For the details of this regulation see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.”
●On January 19, 2021, the ENRE initiated, with the enactment of Resolutions 16/2021 and 17/2021, the proceedings for the transitory adjustments of the tariffs of the public utilities of distrbution and transportation of energy, with the purpose of establishing a Transitional Tariff Regime, until a Final Renegotiation Agreement is reached.
● On January 21, 2021 the SE created through Resolution 40/2021 two regimes:
(i) a “Special Regime for the Regularization of Obligations” for the debts maintained with CAMMESA and/or with the WEM of the electricity distributors agents of the MEM, whether for energy consumption, power, interest and/or penalties, accumulated as of September 30, 2020;
(ii) a “Special Credits Regime” for those electricity distributors that, being WEM agents, do not register debt with CAMMESA and/or the WEM or are considered within reasonable values in relation to their level of transactions as of September 30, 2020;
● Both regimes will be implemented through the signing of particular “Actas Acuerdo” that will be signed between the electric power distributors agents of the WEM and its granting authority and/or control entity and the SE, where the treatment of the entirety of the comprised debt and the obligations to which the distributor will be subject.
● By means of Resolution No 53/2021, issued on March 3, 2021, the ENRE called for a public hearing to discuss the “Transition Tarff Regime” to be applied by EDENOR and EDESUR, all within the integral tariff revision process
● Later, on March 5, 2021, ENRE issued Resolution 58/2021.Through this Resolution, ENRE instructed EDENOR and EDESUR issue the invoices for the electricity distribution public service including only the amounts due for consumption in the invoiced period, and separately, inform debts originated or accrued during the mandatory quarantine (ASPO) and the social distancing measure (DISPO), without contemplating interests. It also ordered both distributors to refrain from suspending the supply of their services due to amounts owed up to February 28, 2021.
Call for Bids for New Thermal Generation Capacity and Associated Electricity Generation
Pursuant to Decree No. 134/15 and Resolution No. 6/16 set forth by the Ministry of Energy and Mining, the Secretariat of Electric Energy issued Resolution No. 21/16 (“(“Resolution No. 21”21”) calling for bids for thermal generation capacity and associated electric power generation. The energy iswas to be made available in the WEM to meet essential demand requirements beginning with the following seasons: summer 2016/2017, winter 2017 and summer 2017/2018.
Resolution No. 21 providesprovided for the following bid specifications:
| 1. | Bids may only be submitted to CAMMESA by such parties that already |
| 2. | Bids |
| 3. | Bidders |
| 4. | Bids |
| 5. | The committed equipment |
| 6. | There |
| 7. | For each generating unit at the proposed interconnection spot, bidders |
| 8. | Bidders |
| 9. | Bids |
| 10. | Before submitting the bids, the Secretariat of Electric Energy |
The agent whose bid iswas finally accepted mustwas required to enter into a contract for the sale of electric power generation capacity availability and the related generated electric power in the WEM (a “wholesale“wholesale demand contract”contract”) with the distribution agents and Large Users of the WEM represented by CAMMESA.
Resolution No. 21 sets forth the guidelines for wholesale demand contracts, which include,included, among other things:things, the following terms: (i) the contractual term mustis required to be between five and ten years; (ii) the maximum specific consumption of each generating unit by type of fuel used mustis required to be lower than 2,500 kilocalories per kilowatt-hour; (iii) a set of remedies mustare required to be defined for failures to comply with the committed availability of generation capacity; (iv) the supply of and recognition of the cost of fuel used by the machines and power stationsplants involved mustis required to be included in accordance with applicable regulations; (v) contracts mustare required to have first priority in payment and rank equally with existing supply agreements with the Banco de InversióInversión y Comercio Exterior (BICE) in its role as trustee of the trusts “Central Termoelé“Central Termoeléctrica Manuel Belgrano”Belgrano” and “Central Termoelé“Central Termoeléctrica Timbúes”Timbúes” since January and February 2010, respectively, and priority in payment must rank equally with payment obligations in respect of liquid fuel purchases for electric power generation; and (vi) the contracts mustare required to include other features stemming from the provisions of Resolution No. 21.
The bids submitted mustare required to be reviewed by CAMMESA following the methodology established by the Secretariat of Electric Energy. This methodology includesincluded following a streamlined simulation model of the expected operation of the generation units committed in each bid, taking into account certain requirements set forth by Resolution No. 21. The bid assessment process mustis required to consider the risks of undelivered electric power expected for the summer 2016/2017, winter 2017 and summer 2017/2018, estimating the value the early incorporation of the generation capacity being offered would have for the electric power system. Bids mustare required to be ordered and selected based on the increasing costs each of them would have on the electric power system. CAMMESA mustis required to assess and report to the Secretariat of Electric Energy the costs that each of the bids deemed acceptable under the approved methodology would represent for the system and, if applicable, the bids that have been excluded at such stage for their failure to meet the bid specifications.
CAMMESA mustwas required to issue the commercial documentation deemed necessary for making payments to selling agents under such wholesale demand contracts during the term of the emergency declared under Decree No. 134/15 or until the enactment of regulations governing the transfer to the selling agents of the responsibility to issue such commercial documentation.
As long as such duty is performed by CAMMESA, it must document and certify to the selling agent the proportional part that Large Users and distributors must pay for the electric power they consume to initiate summary collection proceedings.
As required by Resolution No. 21, CAMMESA prepared the terms of reference that govern the call for bids under Resolution No. 21, with such terms of reference having been approved by Note 161/16 set forth by the Secretariat of Electric Energy.
In accordance to Resolution No.21, the Secretariat of Electric Energy received bids for 6,611 MW and awarded an aggregate amount of 2,871 MW.
Pursuant to Resolution No. 155/16 and Resolution No. 216/16, the Secretariat of Electric Energy authorized CAMMESA to subscribe the wholesale demand contracts with every winning bidder, for 1,915 MW with an average price of US$21.833/MW-month, and for 956 MW with an average price of US$19.907/MW-month, respectively. In addition, through Resolution No. 387/16, the Secretary of Electric Energy authorized CAMMESA to execute additional wholesale demand contracts for two generation projects (one for 100 MW and the other for 137 MW).
Resolution 287/2017 of the Secretary of Electricity
Through Resolution No. 287/2017, of May 11, 2017, the Secretariat of ElectricityEnergy called for a new thermal power tender for the execution of long termlong-term power purchase agreements. The tender focuses on combined cycle conversion projects and co-generation projectproject.
The main features of the tender were as follows (further requirements and conditions apply):
| a) | Combined cycle conversion projects had to be related to thermal power plants (i) existing at that time or near to reach commercial operation in simple cycle mode; (ii) with low specific consumption; (iii) with the possibility of improving its efficiency once converted into a combined cycle; (iv) that its conversion did not affect the current grid transmission capacity (being any required expansion to be borne by the bidder); (v) which had the appropriate fuel infrastructure system to guarantee permanent operation of the combined cycle; and (vi) with, in principle, a maximum construction term of 30 months. |
| b) | Co-generation projects (i) had to be efficient, (ii) did not affect the current grid transmission capacity, (iii) had to guarantee its own principal and alternative permanent fuel supply, and (iv) had to entail, in principle, a maximum construction term of 30 months. |
| c) | 15 year PPAs extension. |
| d) | CAMMESA-as the offtaker, acting on behalf of distributors and large users of the Argentine Wholesale Electricity Market. The PPAs might be proportionally assigned to large users and distributors at a later stage. |
| e) | The generator would receive both a fixed capacity payment (subject to power availability) and a variable payment for actual power supplied to the grid. |
| f) | Prices under the PPAs should be established in US dollars. However, CAMMESA should make payment in Argentine pesos at the prevailing exchange rate on the business day immediately before the payment date established in the sales liquidation document issued by CAMMESA. |
| g) | Payments under the PPAs will benefit from a priority payment mechanism (equal to the one established for the payment of fuel costs for power generation). |
| h) | Within three months after execution of the PPAs, CAMMESA had to |
PPA’s were awarded to different projects, by means of Resolutions No. 820/2017 and 926/2017 of the Secretary of Electricity.
RenovAR (Round 1, Round 1.5 and Round 2): Bidding Process for Renewable Energy Generation Projects
After carrying out a public consultation period to submit comments and suggestions to the preliminary version of the bidding terms and PPAs and due to the proximity of the period for submitting bids to the “Round 1”“Round 1” from the RenovAR Program, President Mauricio Macri issuedPresidential Decree No. 882/16, published on July 22, 2016 in the Official Gazette on the grounds of “necessity“necessity or urgency,” which decree has modified and established different precisions regarding the legal framework for the Promotional Regime.
Below are the main measures introduced by the Decree No. 882/16:
| 1. | Fiscal Quota: For the year ended December 31, 2016, a budget of US$1,700,000,000 was approved in order to be allocated to the promotional benefits under the Promotional Regime. In case the specified budget is not allocated in full in 2016, it will be automatically transferred to the following year. |
| 2. | PPAs term: In order to recover the investment and obtain a reasonable return, the PPAs will have a maximum term of 30 years. |
| 3. | Put and Call Options: The PPAs may grant rights to: (a) the Argentine |
| 4. | PPAs are subject to Argentine private law. |
| 5. | Choice of Forum: In the event of any dispute concerning the interpretation or execution of the PPAs for disputes arising out of the contracts signed between the Argentine |
| 6. | FODER: As a result of the Decree No. 13/2015 in which the Ministry of Energy and Mining was established, the Decree No. 882/16 replaced paragraphs 2, 3, 7, 8 and 9 of Section 7 of Law 27,191 and proceeded to modify the Argentine |
| 7. | Guarantee of payment for put option: The decree empowers the Ministry of Treasury and Public Finance to issue and deliver treasury bills to the FODER (up to a maximum nominal value of US$3,000,000,000 or its equivalent in other currencies) for and on behalf of the Ministry of Energy and Mining and to guarantee the payment in the event that the owner exercises the put option and sells the generation plant. |
Resolution No. 136/16, issued by the Ministry of Energy and Mining and published in the Official Gazette on July 26, 2016, launched the public auction process for submitting bids for Round 1 of the RenovAR Program. Resolution No. 136/16 also approved both the bidding terms and conditions of the above-mentioned auction and the PPAs with CAMMESA.
According to the terms and conditions of such bid, the relevant PPAs shall include the following features and provisions:
| 1. | Purpose: The purpose of the agreement must be to supply the amount of electric power associated with the new equipment for electric power generation from renewable sources to the WEM beginning on the date on which the power |
| 2. | Seller: The generation, co-generation or self-generation agent of the WEM whose bid is accepted pursuant to the provisions of this resolution and supplementary regulations set forth by the Secretariat of Electric Energy. |
| 3. | Buyer: CAMMESA, on behalf of the distribution agents and Large Users of the WEM (until such role is reassigned among distribution agents or Large Users of the WEM), in order to meet the goals of renewable energy source contribution set since December 31, 2017 for the demand of electric power in the WEM. |
| 4. | Term: Up to twenty years from the date on which operations commence. |
| 5. | Type and technology of the energy to be supplied. |
| 6. | Electricity committed to be delivered per year. |
| 7. | Generation capacity of each unit and total installed capacity committed. |
| 8. | Remuneration to be received by the seller and paid by the buyer for the electric power to be supplied, determined on the basis of the bid price in U.S. dollars per megawatt/hour (US$/MWh). |
| 9. | The terms and conditions of the |
| 10. | The point of delivery of the electric power purchased shall be the connection node to the SADI. |
| 11. | The remedies for contractual breach. |
| 12. | The enforcement of the guarantee for payment through |
| 13. | Contracts for the purchase of electric power shall have first priority in payment and rank equally with payments to the WEM. |
On September 5, 2016, after concluding the period for submitting bids to the first round of the RenovAr Program, the Minister of Energy and Mining, Juan JoséJosé Aranguren, and the Undersecretary of Renewable Energies, SebastiáSebastián Kind, pursuant to Resolution No. E 205/16 signed by the Minister of Energy and Mining, announced that 123 bids were submitted, requesting 6,346 MW (six times more than 1,000MW originally tendered), of which 105, a total of approximately 5,209 MW, were technically qualified. This consisted of 42 wind projects with a total installed capacity of approximately 2,780 MW, 50 solar projects with a total installed capacity of approximately 2,304 MW and 13 biomass, biogas and small hydroelectric power projects with a total installed capacity of approximately 35 MW.
Pursuant to Resolution No. 213-E/16 of the Minister of Energy and Mining, the results of the tender were published on October 7, 2016. A total of 29 projects with a total installed capacity of 1,141.51 MW, located in nine different provinces were awarded:
| ● | 12 wind projects for a total installed capacity of 707 MW, with a weighted average price of US$59.39/MWh, a minimum price of US$49.10/MWh and a maximum price of US$67.20/MWh; |
| ● | four solar projects for total installed capacity of approximately 400 MW, with a weighted average price of US$59.75/MWh, a minimum price of US$59.00/MWh and a maximum price of US$60.00/MWh; |
| ● | five small hydro projects for total installed capacity of 11.37 MW, all at a price of US$105/MWh; |
| ● | six biogas projects with a total installed capacity of approximately 8.64 MW, with a weighted average price of US$154 /MWh, a minimum price of US$118/MWh and a maximum price of US$160/MWh; and |
| ● | two biomass projects, for a total installed capacity of 14.5 MW, both at a price of US$110/MWh. |
Round 1.5 of the RenovAr Program: Public Bid Process for New Renewable Energy Generation Units
In October 2016, the Ministry of Energy and Mining also issued Resolution No. 252-E/16, calling for national and international bids under round 1.5 of the RenovAr Program to auction an additional 600 MW of renewable energy (400 MW of wind and 200 MW of solar). On November 11, 2016, CAMMESA began analyzing the technical aspects of the bids that were filed, which included 47 projects totaling 2,486.4 MW.
Pursuant to Resolution No. 281-E/16 of the Minister of Energy and Mining, the results of the tender were published on November 25, 2016. A total of 30 projects with a total installed capacity of 1,281.53 MW, located in 12 different provinces were awarded:
| ● | ten wind projects for a total installed capacity of 765.35 MW, with a weighted average price of US$53.34/MWh, a minimum price of US$46/MWh and a maximum price of US$59.38/MWh; and |
| ● | 20 solar projects for total installed capacity of approximately 516.18 MW, with a weighted average price of US$54.94/MWh, a minimum price of US$48.00/MWh and a maximum price of US$59.20/MWh. |
Round 2 of the RenovAr Program: Public Bid Process for New Renewable Energy Generation Units
Following Rounds 1 and 1.5 of the RenovAR Program, the Ministry of Energy and Mining pursuant to Resolution No. 275/17, launched Round 2 of the program on August 17, 2017 and granted awards in the amount of 2,043 MW of renewable power capacity.
We submitted bids for Round 2 of the RenovAR Program on October 19, 2017 and, on November 29, 2017, we were awarded a wind energy project called, “La“La Genoveva I,” which will allow us to add an additional capacity of 86.6 MW to our portfolio and to continue to build a presence in the renewable energies sector. On January 11, 2018 and February 21, 2018, Vientos La Genoveva, acquired an usufruct overThe original commitment for the land where La Genoveva I is located. In addition, on March 7, 2018, our subsidiary CP Renovables S.A. acquired 100%COD for this plant was scheduled for May 2020. However, due to the effect of the equity interestsCOVID-19 crisis, we expect delays in Vientos La Genoveva S.Athe construction of this plant. For further information see “Item 3.D Risk Factors—Risk Relating to Our Business—The novel coronavirus could have an adverse effect on our business operations and on that same date, transformed it into a S.A.U.financial conditions.”
Round 2.5 of the RenovAr Program: Public Bid Process for New Renewable Energy Generation Units
After Round 2.0, the Ministry of Energy and Mining issued Resolution No. 473/2017 of November 30, 2017, which launched Round 2.5. The companies invited to participate in this new round were those companies that filed bids in Round 2.0 and were unsuccessful due to a small margin.
As a result of Round 2.5 by means of Resolution 488-E/2017 of the Ministry of Energy and Mining, issued on December 19, 2017, 22 additional projects (totaling 634.3 MW of projected power) were awarded.
Round 3.0 of the RenovAr Program: Public Bid Process for New Renewable Energy Generation Units
Through Resolution No. 100/2018, dated November 14, 2018, the Government Secretary of Energy launched Round 3.0 of the RenovAr program and issued the bidding terms and conditions ruling such bidding contest.
In this new round, participants can submit bids with respect to electricity projects of no more than 10MW of capacity each, regardless of the applicable technology (wind, solar, etc.). The total capacity to be awarded in this round is 400MW of renewable energy.
On August 2, 2019, pursuant to Disposition SSERyEE 91/2019 the awarding of the PPAs was decided for a total of 259 MW
Pursuant to the RenovAR regulatory framework, we were awarded with 3 wind projects: La Castellana I in Round 1, Achiras in Round 1.5 and La Genoveva I in Round 2.0. The wind farm La Castellana I reached commercial operation date (COD), in August 2018, and Achiras reached commercial operation date on September 2018 while La Genoveva I on November 2020. The following table shows the main characteristics of each of the wind farms:
La Castellana I | Achiras | La Genoveva I | |
| Location | Province of Buenos Aires | Province of Córdoba | Province of Buenos Aires |
| Status | In operation | In operation | In operation |
| Commercial operation date / Expected commercial operation date | August 2018 | September 2018 | November 21, 2020 |
Awarded power capacity in the bidding process(1) | 99 MW | 48 MW | 86.60MW |
Current/Expected power capacity (1) | 100.80 MW | 48 MW | 88.2 MW |
| Regulatory Framework | RenovAr 1.0 | RenovAr 1.5 | RenovAr 2.0 |
| Awarded price per MWh | US$61.50 | US$59.38 | US$40.90 |
| Contract length | 20 years, starting from commercial operation | 20 years, starting from commercial operation | 20 years, starting from commercial operation |
| Power purchase agreement signing date | January 2017 | May 2017 | July 2018 |
| Number of units | 32 wind turbines | 15 wind turbines | 21 wind turbines |
| Wind turbine provider | Acciona Windpower—Nordex | Acciona Windpower—Nordex | Vestas |
| (1) | The companies that were awarded with project during the bidding process were authorized pursuant to the conditions of such bidding process to introduce minor changes in the power capacity of the project |
Remuneration Scheme
The Current Remuneration Scheme
On February 27, 2020, the Secretary of Energy of the National Ministry of Production Development issued Resolution 31/20, which abrogated Resolution No. 1/19, reducing the remuneration scheme applicable from February 1, 2020 for Authorized Generators in the Wholesale Electricity Market.
Remuneration of thermal generators
Resolution 31/20 sets forth, regarding generation from thermal sources, that authorized thermal generators will be remunerated for (i) monthly available capacity and (ii) energy.
Remuneration for available capacity is comprised of (i) a minimum price associated to the real available capacity (DRP) and (ii) a price for guaranteed capacity according to the fulfilment of an offered guaranteed capacity availability (DIGO). DIGO is the capacity availability offered by an authorized thermal generator for each “g” generation unit for each DIGO period (which are: (a) summer period: December-January-February, (b) winter period: June-July-August, (c) remaining periods: (c1) March-April-May, (c2) September-October-November). The power remuneration will be affected according to the Utilization Factor (FU) of the generation unit.
Remuneration for energy will be the sum of two items: (i) Generated Energy and (ii) Operated Energy (associated to the rotating power in each hour). The hourly volume of Operated Energy must correspond with the optimal dispatch for the fulfilment of energy and reserves assigned. Remuneration for energy is determined at the connection node of the generator.
In addition, Resolution 31/20 introduced a new remuneration criteria, concerning the first 25 (HMRT-1) and second 25 (HMRT-2) hours of maximum thermal dispatch (“HMRT”) in the month, also establishing a distinction between the summer period, the winter period and the remaining periods.
All remuneration prices are set in Argentine pesos with a monthly adjustment parameter, considering IPIM and IPC indices, according with the following formula:
where
“IPIM”: WPI, published by INDEC
“IPC”: CPI, published by INDEC
However, on April 8, 2020, the Secretary of Energy may have instructed CAMMESA to postpone until further notice the application of Annex VI, related to the price update mechanism described under “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme”. Accordingly, CAMMESA did not not receive any further notice from Secretary of Energy, therefore update mechanism never took place.
Remuneration for Available Capacity: the base price to remunerate capacity from thermal sources will be determined pursuant to the following values of capacity base price (PrecBasePot), price of guaranteed capacity (PrecPotDIGO) and Utilization Factor (FU):
Technology / Scale | PrecBasePot (Ps./MW-month) |
| Combined-cycle Large > 150 MW | 100,650 |
| Combined-cycle Small <= 150 MW | 112,200 |
| Steam Turbine Large > 100 MW | 143,550 |
| Steam Turbine Small <= 100 MW | 171,600 |
| Gas Turbine Large > 50 MW | 117,150 |
| Gas Turbine Small <= 50 MW | 151,800 |
| Internal Combustion Engines<=42MW | 171,600 |
Technology/Scale | PrecPotDIGO (Ps./MW-month) | ||
Winter and Summer | Remaining periods | ||
| Combined-cycle Large > 150 MW | 360,000 | 270,000 | |
| Combined-cycle Small <= 150 MW | 360,000 | 270,000 | |
| Steam Turbine Large > 100 MW | 360,000 | 270,000 | |
| Steam Turbine Small <= 100 MW | 360,000 | 270,000 | |
| Gas Turbine Large > 50 MW | 360,000 | 270,000 | |
| Gas Turbine Small <= 50 MW | 360,000 | 270,000 | |
| Internal Combustion Engines<=42MW | 420,000 | 330,000 | |
Utilization Factor (FU):
In each “n” month of economic transactions a FU will be calculated for each generation unit (“g”), which is defined as:
FUgn = GenAñoMóvn / (DRPg.n.prom x hs año móvil)
Being DRPg.n.prom: the average real available capacity of the generation unit “g” in the mobile year prior to the “n” month in which the declaration of economic transaction (DTE) is issued.
Being mes = month.
Being kFM = hours of the month outside the agreed maintenance, divided by the hours of the month.
Being Hs año móvil: the total hours of the mobile year prior to the “n” month in which the DTE is issued.
Being GenAñoMovn: the total generation of the generation unit “g” in the mobile year prior to the “n2” month in which the DTE is issued.
In addition to the abovementioned, the remuneration for available capacity will also depend on the real available capacity (DRP), which is the average monthly availability corresponding to the “m” month of each generation unit (“g”) that is not under programmed and agreed maintenance and that will be calculated for thermal authorized generators considering the hourly values registered during the month. The application in the calculation for the “m” month will be made taking into consideration the values registered during the month.
Following the abovementioned, Resolution No. 31/20 sets forth that the monthly remunerating for available capacity shall be proportional to the monthly availability, the Utilization Factor of the generation unit and a price that will vary periodically.
In that sense, the resolution under comment differences remuneration of generators that do not declare DIGO from generators that do declare it.
In case of generators that do not declare DIGO, the remuneration is the DRP of the month valued at the capacity base price mentioned above. Availability is calculated detracting forced unavailable capacity and unavailable power due to agreed or programmed maintenance works.
REM BASE (Ps./month) = PrecBasePot * DRP (MW) * kFM
Being kFM: hours of the month outside agreed maintenance/hours of the month
In case of generators that declare DIGO, their remuneration for offered guaranteed capacity is a remuneration of available capacity (with cap as physical magnitude to be computed in the DIGO) that is valued as PrecPotDIGO (Ps./MW-month) according to following:
| a) | If DRP ≥ DIGO |
REM DIGO (Ps./month) = (DRP – DIGO) (MW) * kFM * PrecMinPot + DIGO (MW) * kFM *
PrecPotDIGO
| b) | If DRP < DIGO |
REM DIGO (Ps./month) = MAX {REM BASE; DRP (MW) * kFM * PrecPotDIGO * DRP / DIGO}
Being kFM = hours of the month outside of agreed maintenance/hours of the month
The total remuneration for available capacity of generators will depend on whether they declared DIGO or not.
Total Remuneration for Available Capacity for Generators that do not declare DIGO: Total remuneration for available capacity will be calculated, for generators that do not declare DIGO, exclusively pursuant to the concepts explained above and its application will be made considering the Utilization Factor (FU):
| ● | If FU < 30% REM TOT (Ps./month) = REM BASE * 0.6 |
| ● | If 30 %<= FU < 70% REM TOT (Ps./month) = REM BASE * (FU * 0.3) |
| ● | If FU >= 70% REM TOT (Ps./month) = REM BASE |
Total Remuneration for Available Capacity for Generators that declare DIGO: The sum of the remunerations mentioned above and its application will be made considering the Utilization Factor (FU):
| ● | If FU < 30% REM TOT (Ps./month) = REM DIGO * 0.6 |
| ● | If 30 %<= FU < 70% REM TOT (Ps./month) = REM DIGO * (FU * 0.3) |
| ● | If FU >= 70% REM TOT (Ps./month) = REM DIGO |
The following picture show the effect of FU on Available Capacity Remuneration:
Energy Remuneration
Energy remuneration is comprised of two items: (i) generated energy and (ii) operated energy. This remuneration is determined at the connection node of the generator.
Remuneration for Generated Energy
For conventional thermal generation, a maximum value (depending on the kind of fuel used by the generation unit “g”) will be considered in concept of non-fuel variable costs (CostoOYMxComb), as indicated in the below chart, for the energy delivered in each hour:
Technology/Scale | CostoOYMxComb | |||
Natural Gas (Ps./MWh) | FuelOil/GasOil (Ps./MWh) | BioComb (Ps./MWh) | Mineral Coal (Ps./MWh) | |
| Combined-cycle Large > 150 MW | 240 | 420 | 600 | – |
| Combined-cycle Small <= 150 MW | 240 | 420 | 600 | – |
| Steam Turbine Large > 100 MW | 240 | 420 | 600 | 720 |
| Steam Turbine Small <= 100 MW | 240 | 420 | 600 | 720 |
| Gas Turbine Large > 50 MW | 240 | 420 | 600 | – |
| Gas Turbine Small <= 50 MW | 240 | 420 | 600 | – |
| Internal Combustion Engines<=42MW | 240 | 420 | 720 | – |
Remuneration for Operated Energy
Operated Energy remuneration is 84 $/MWh and applies to the addition of rotating capacity along the month. When a generating unit is operating under forced condition, requested by the generator, Operated Energy remuneration will be determined considering only 60% of its installed capacity.
Maximum Thermal Dispatch Hours
Maximum Thermal Dispatch Hours (HMRT) applies to the average delivered capacity during the 25 hours of HMRT in the relevant month, earlier described as HMRT-1 and HMRT-2.
Remuneration price “PrecPHMRT” is 37,500 Ps./MW, and is affected by seasonal factor FRPHMRT, as indicated in the following chart:
HMRT | FRPHMRT | |||
Summer | Autumn | Winter | Spring | |
| HMRT-1 | 1.2 | 0.2 | 1.2 | 0.2 |
| HMRT-2 | 0.6 | – | 0.6 | – |
Remunertion during HMRT (RemPHMRT) for thermal plants is determined as:
RemPHMRT = Potgemhrt1 * PrecPHRT * FRPHMRT1 + Potgemhrt2 * PrecPHRT * FRPHMRT2
Being Potgemhrt1: average generated capacity during HMRT-1.
Being Potgemhrt2: average generated capacity during HMRT-2.
Remuneration of hydroelectrical generators
Remuneration of authorized hydroelectrical generators is comprised of (i) a payment for monthly available capacity and (ii) a payment for energy (which is comprised of two items: (a) generated energy and (b) operated energy).
Remuneration for Available Capacity
This remuneration will depend on the DRP and a capacity base price. The latter will be determined pursuant to the following values considering the technology of the generation unit and its size.
Technology/Scale | Capacity Base Price (PrecBasePot) (Ps./MW-month) |
| Large HI Units with P > 300 MW | 99,000 |
Medium size HI Units with P > 120 and < 300 MW | 132,000 |
Small HI Units with P > 50 and < 120 MW | 181,500 |
Renewable HI Units with P < 50 MW | 297,000 |
| Large HB pumping Units with P > 300 MW | 99,000 |
Medium size HB pumping Units with P > 120 and < 300 MW | 132,000 |
DRP is the average monthly available capacity corresponding to the “m” month of each generation unit (“g”) that is not under programed and agreed maintenance and that will be calculated for hydroelectrical authorized generators considering the monthly average real availability determined independently from the real level of the dam or the inputs and expenditures. The application in the calculations for month “m” is made taking into consideration the values registered in the month. In the case of hydroelectrical pumping units (HB), it must be considered, for the evaluation of its availability, both the corresponding to its operation as a turbine in all the hours of the period, as well as its availability as pump in all the hours of the period.
Following the abovementioned, remuneration of availability capacity (REM PBASE Ps./month) is calculated pursuant to the following formula:
REM PBASE (Ps./month) = PrecBasePot * DRP (MW) * kFM
Being kFM: hours of the month outside agreed maintenance/hours of the month
Remuneration for Energy
This remuneration, which is determined at the connection node of the generator, is comprised of two items (i) remuneration for generated energy and (ii) remuneration for operated energy.
With respect to the remuneration for generated energy, in each hour, the price of the energy generated will be 210 Ps./MWh.
Regarding remuneration for operated energy, generators will receive a monthly remuneration, represented by the integration of hourly powers in the period, equal to 84 Ps./MWh. The hourly volume of operated energy must correspond to the optimal dispatch for the fulfilment of energy and reservoirs assigned.
With relation to hydroelectrical pumping plants operating as a synchronic compensator, the price of the energy generated will be 60 Ps./MVAr and 84 Ps-/MWh for its operated energy.
Maximum Thermal Dispatch Hours
This remuneration is applicable to the average operated available capacity of a hydroelectrical power plants during the 25 HMRT indicated as HMRT1 and HMRT2.
HMRT Remuneration | |
Technology/Scale | PrecPOHMRT |
Ps./MW-HMRT | |
| Hydro >300 MW | 25.700 |
| Hydro >120 and <= 300 MW | 32.500 |
| Hydro > 50 and <= 120 MW | 32.500 |
| Renewable Hydro < 50 MW | 32.500 |
| Pump > 300 MW | 32.500 |
| Pump > 120 and <= 300 MW | 32.500 |
Remuneration price “PrecPOHMRT”, is affected by seasonal factor FRPHMRT, as indicated in the following chart:
HMRT | FRPHMRT | |||
Summer | Autumn | Winter | Spring | |
| HMRT-1 | 1.2 | 0.2 | 1.2 | 0.2 |
| HMRT-2 | 0.6 | – | 0.6 | – |
Remuneration during HMRT “RemPOHMRT” for hydroelectrical power plants is determined as follows:
RemPHMRT = Potopmhrt1 * PrecPOHRT * FRPHRT1 + Potopmhrt2 * PrecPOHRT * FRPHRT2
Being Potopmhrt1: average operated capacity during HMRT-1.
Being Potgemhrt2: average operated capacity during HMRT-2.
Other generating technologies in the spot market
Resolution 31/20 sets forth that energy generated form non-conventional resources (solar, eolic, biomass, biogas) will be priced at 1680 Ps./MWh for its generated energy.
Following this, the Non-Conventional Energy Remuneration will be calculated by the hourly integration in the month of the energy generated by generation unit “g” in each hour “h” (EGengh) by PENC in that hour:
REM ENC ($/month) = ∑h.month (PENC * EGengh)
Generation coming from units that are in a stage prior to commercial authorization will be granted 50% of the corresponding remuneration until reaching such authorization.
The Previous Remuneration Schemes
Resolution SE No. 1/19
On February 28, 2019, the Secretary of Renewable Resources and Electric Market of the National Ministry of Economy issued the Resolution SRRyME No. 1/19. Resolution SRRyME No. 1/19 establishes that Authorized Generators are those who do not have contracts in the term market in any of its modalities.
Remuneration of thermal generators
The Resolution SRRyME No. 1/19 sets forth, regarding generation from thermal sources, that authorized thermal generators were remunerated for (i) monthly available capacity and (ii) energy.
Remuneration for available capacity was comprised of (i) a minimum price associated to the real available capacity (DRP) and (ii) a price for guaranteed capacity according to the fulfilment of an offered guaranteed capacity availability (DIGO). DIGO is the capacity availability offered by an authorized thermal generator for each “g” generation unit for each DIGO period (which are: (a) summer period: December-January-February, (b) winter period: June-July-August, (c) remaining periods: (c1) March-April-May, (c2) September-October-November). The power remuneration was affected according to the Utilization Factor (FU) of the generation unit.
Remuneration for energy was the sum of two items: (i) Generated Energy and (ii) Operated Energy (associated to the rotating power in each hour). The hourly volume of Operated Energy had to correspond with the optimal dispatch for the fulfilment of energy and reserves assigned. Remuneration for energy is determined at the connection node of the generator.
Remuneration for Available Capacity: the base price to remunerate capacity from thermal sources was determined pursuant to the following values of capacity base price (PrecBasePot), price of guaranteed capacity (PrecPotDIGO) and Utilization Factor (FU):
Technology / Scale | PrecBasePot (US$/MW-month) |
| CC big P > 150 MW | 3,050 |
| CC small P ≤ 150 MW | 3,400 |
| ST big P > 100 MW | 4,350 |
| ST small P >50 MW | 5,200 |
| GT big P> 50 MW | 3,550 |
| GT small P ≤ 50 MW | 4,600 |
| Internal Combustion Engines | 5,200 |
Period | PrecPotDIGO (US$/MW-month) |
| Summer: December-January-February | 7,000 |
| Winter: June – July – August | 7,000 |
| Remaining periods | 5,500 |
Utilization Factor (FU):
In each “n” month of economic transactions a FU was calculated for each generation unit (“g”), which was defined as:
FUgn = GenAñoMóvn / (DRPg.n.prom x hs año móvil)
Being DRPg.n.prom: the average real available capacity of the generation unit “g” in the mobile year prior to the “n” month in which the declaration of economic transaction (DTE) is issued.
Being mes = month.
Being kFM = hours of the month outside the agreed maintenance, divided by the hours of the month.
Being Hs año móvil: the total hours of the mobile year prior to the “n” month in which the DTE is issued.
Being GenAñoMovn: the total generation of the generation unit “g” in the mobile year prior to the “n2 month in which the DTE is issued.
In addition to the abovementioned, the remuneration for available capacity was also depend on the real available capacity (DRP), which was the average monthly availability corresponding to the “m” month of each generation unit (“g”) that was not under programmed and agreed maintenance and that was calculated for thermal authorized generators considering the hourly values registered during the month. The application in the calculation for the “m” month will be made taking into consideration the values registered during the month.
Following the abovementioned, Resolution No. 1/19 sets forth that the monthly remunerating for available capacity shall be proportional to the monthly availability, the Utilization Factor of the generation unit and a price that will vary periodically.
In that sense, the resolution under comment differenced remuneration of generators that do not declare DIGO from generators that do declare it.
In case of generators that did not declare DIGO, the remuneration was the DRP of the month valued at the capacity base price mentioned above. Availability was calculated detracting forced unavailable capacity and unavailable power due to agreed or programmed maintenance works.
REM BASE ($/month) = PrecBasePot * DRP (MW) * kFM
Being kFM: hours of the month outside agreed maintenance/hours of the month
In case of generators that declared DIGO, their remuneration for offered guaranteed capacity was a remuneration of available capacity (with cap as physical magnitude to be computed in the DIGO) that was valued as PrecPotDIGO ($/MW-month) according to following:
| c) | If DRP ≥ DIGO |
REM DIGO ($/month) = (DRP – DIGO) (MW) * kFM * PrecMinPot + DIGO (MW) * kFM *
PrecPotDIGO
| d) | If DRP < DIGO |
REM DIGO ($/month) = MAX {REM BASE; DRP (MW) * kFM * PrecPotDIGO * DRP / DIGO}
Being kFM = hours of the month outside of agreed maintenance/hours of the month
The total remuneration for available capacity of generators will depend on whether they declared DIGO or not.
Total Remuneration for Available Capacity for Generators that do not declare DIGO: Total remuneration for available capacity will be calculated, for generators that do not declare DIGO, exclusively pursuant to the concepts explained above and its application was made considering the Utilization Factor (FU):
| ● | If FU < 30% REM TOT ($/month) = REM BASE * 0.7 |
| ● | If 30 %<= FU < 70% REM TOT ($/month) = REM BASE * (FU * 0.75 + 0.475) |
| ● | If FU >= 70% REM TOT ($/month) = REM BASE |
Total Remuneration for Available Capacity for Generators that declare DIGO: The sum of the remunerations mentioned above and its application was made considering the Utilization Factor (FU):
| ● | If FU < 30% REM TOT ($/mes) = REM DIGO * 0.7 |
| ● | If 30 %<= FU < 70% REM TOT ($/mes) = REM DIGO * (FU * 0.75 + 0.475) |
| ● | If FU >= 70% REM TOT ($/mes) = REM DIGO |
Energy Remuneration
Energy remuneration was comprised of two items: (i) generated energy and (ii) operated energy. This remuneration is determined at the connection node of the generator.
Remuneration for Generated Energy
For conventional thermal generation, a maximum value (depending on the kind of fuel used by the generation unit “g”) was considered in concept of non-fuel variable costs (CostoOYMxComb), as indicated in the below chart, for the energy delivered in each hour:
Technology/Scale | CostoOYMxComb | |||
Natural Gas (US$/MWh) | FuelOil/GasOil (US$/MWh) | BioComb (US$/MWh) | Mineral Coal (US$/MWh) | |
| CC big P > 150 MW | 4 | 7 | 10 | - |
| CC small P < 150 MW | 4 | 7 | 10 | - |
| TV big P > 100 MW | 4 | 7 | 10 | 12 |
| TV small P < 100 MW | 4 | 7 | 10 | 12 |
| TG big P > 50 MW | 4 | 7 | 10 | - |
| TG small P < 50 MW | 4 | 7 | 10 | - |
| Internal Combustion Engines | 4 | 7 | 10 | - |
The values expressed in the above chart was the maximum that should be recognized as non-fuel variable cost (CVNC) in the production variable cost (CVP) declarations for generators that operate with their own fuel. For each generation unit that was subject to its own supply of fuel, which is being required to dispatch and did not have the fuel pursuant to which it was requested to dispatch, such generation unit loosed its dispatch ranking until (in case of being necessary) CAMMESA provided the necessary fuel for its operation. In this last case, the generator was only remunerated for Generated Energy, 50% of the corresponding CVNC.
Remuneration for Operated Energy
Generators received a monthly remuneration for Operated Energy, represented by the integration of the hourly powers in the period, valued at 1.4 US$/MWh for each kind of fuel used by the generation unit. For each generation unit subject to its own supply of fuel, which was required to dispatch and does not have the fuel pursuant to which was requested to dispatch, such generation unit lose its dispatch ranking until (in case of being necessary) CAMMESA provided the necessary fuel for its operation. In this last case, Operated Energy was acknowledged up to the Generated Energy of the generation unit and the valorization price of such Operated Energy was reduced in 50%.
Remuneration of hydroelectrical generators
Remuneration of authorized hydroelectrical generators was comprised of (i) a payment for monthly available capacity and (ii) a payment for energy (which was comprised of two items: (a) generated energy and (b) operated energy).
Remuneration for Available Capacity
This remuneration depended on the DRP and a capacity base price. The latter will be determined pursuant to the following values considering the technology of the generation unit and its size.
Technology/Scale | Capacity Base Price (PrecBasePot) (US$/MW-month) |
| Large HI Units with P > 300 MW | 3,000 |
Medium size HI Units with P > 120 and < 300 MW | 4,000 |
Small HI Units with P > 50 and < 120 MW | 5,500 |
Renewable HI Units with P < 50 MW | 9,000 |
| Large HB pumping Units with P > 300 MW | 1,500 |
Medium size HB pumping Units with P > 120 and < 300 MW | 2,500 |
DRP was the average monthly available capacity corresponding to the “m” month of each generation unit (“g”) that was not under programed and agreed maintenance and that was calculated for hydroelectrical authorized generators considering the monthly average real availability determined independently from the real level of the dam or the inputs and expenditures. The application in the calculations for month “m” is made taking into consideration the values registered in the month. In the case of hydroelectrical pumping units (HB), it was considered, for the evaluation of its availability, both the corresponding to its operation as a turbine in all the hours of the period, as well as its availability as pump in all the hours of the period.
Following the abovementioned, remuneration of availability capacity (REM PBASE ($/month)) was calculated pursuant to the following formula:
REM PBASE ($/month) = PrecBasePot * DRP (MW) * kFM
Being kFM: hours of the month outside agreed maintenance/hours of the month
Remuneration for Energy
This remuneration, which was determined at the connection node of the generator, was comprised of two items (i) remuneration for generated energy and (ii) remuneration for operated energy.
With respect to the remuneration for generated energy, in each hour, the price of the energy generated was 3.5 US$/MWh.
Regarding remuneration for operated energy, generators received a monthly remuneration, represented by the integration of hourly powers in the period, equal to 1.4 US$/MWh. The hourly volume of operated energy corresponded to the optimal dispatch for the fulfilment of energy and reserves assigned.
With relation to hydroelectrical pumping plants operating as a synchronic compensator, they were granted a 1.0 US$/MVAr for the MVAr exchanged with the grid in required hours.
Generators using alternative sources
Generators using alternative sources will be remunerated for the energy supplied (Non-Conventional Energy Remuneration, REM ENC).
Resolution SRRyME No. 1/19 set forth that energy generated form non-conventional resources (solar, eolic, biomass, biogas) was priced at US$28/MWh (Non-Conventional Energy Price, PENC).
Following this, the Non-Conventional Energy Remuneration was calculated by the hourly integration in the month of the energy generated by generation unit “g” in each hour “h” (EGengh) by PENC in that hour:
REM ENC ($/month) = ∑h.month (PENC * EGengh)
Generation coming from units that were in a stage prior to commercial authorization were granted 50% of the corresponding remuneration until reaching such authorization.
Resolution SEE 70/18 - Option to purchase fuel for units under Energía Base Regulatory Framework
On November 7, 2018, pursuant to Res. SE 70/18, the Argentine Government authorized generators to purchase their own fuel for assets under the Energía Base Regulatory framework. If generation companies opt to take this option, CAMMESA values and pays the generators their respective fuel costs in accordance with the Variable Costs of Production (CVP) declared by each generator to CAMMESA. The agency in charge of dispatch (Organismo Encargado del Despacho or “OED” using the Spanish acronym) -CAMMESA- continued to supply the fuel for those generation companies that do not elect to take this option. In accordance to Res. SEE 70/18, in November 2018, we started purchasing fuel for our Luján de Cuyo combined cycle, and in December 2018, for all our thermal units.
On December 27, 2019, the Ministry of Productive Development issued Resolution MDP No. 12/2019, repealing Resolution SGE No. 70/2018 and restoring Art. 8 of Res. SE 95/2013. Beginning January 2020, CAMMESA became the only fuel supplier for generation companies, except for (i) thermal units that had prior commitments with CAMMESA for energy supply contracts with their own fuel management and (ii) thermal units under the Energía Plus regulatory framework, authorized under Resolution SE No.1281/05 to supply energy to large private users.
On December 1, 2020, the Ministry of Energy issued Resolution No. 354/20, which implies a decision to the operational management of natural gas in the WEM as a result of the implementation of the Gas IV Plan or Plan "GasAr". This implies (i) establishing a priority for the dispatch of natural gas according to its origin (Natural gas from Plan Gas 4, natural gas imprinted from Bolivia by IEASA, LNG and the rest of natural gas in local basins outside the Plan Gas IV scheme), and (ii) that those Generators authorized to carry out self-management of fuel in the WEM, and therefore not reached by resolutions 95/2013 and 529/2014, may assign to CAMMESA the operational management of the volumes of gas contracted with producers with volumes of gas awarded in the Gas 4 Plan and the gas transportation service (s) contracted with carriers and / or Natural Gas Distributors, so that said contracts (volumes and transportation of natural gas) are assigned to its consumption in thermal generation in such a way as to minimize the total supply costs of the WEM. In this way, all the natural gas and the transportation and distribution service associated with the WEM will be managed operationally and optimized by CAMMESA.
Resolution SEE No. 19/17
On January 27, 2017, the Secretariat of Electric Energy issued Resolution SEE No. 19/17 (published in the Official Gazette on February Gazette 2, 2017), which replacedreplacing Resolution SE No. 95/13, as amended. As explained above, Resolution SEE No. 19/17 was abrogated by Resolution SRRyME No. 1/19.
Pursuant to this resolution,Resolution SEE No. 19/17, the Secretariat of Electric Energy established that electric power generators, co-generators and self-generators acting as agents in the WEM and which operateoperating conventional thermal power plants, may makemight submit guaranteed availability offers (ofertas de disponibilidad garantizada) in the WEM. Pursuant to these offers, these generation companies maymight commit specific capacity and power output, provided that such capacity and energy had not been committed under PPAs entered into in accordance with Resolutions Nos. 1193/05, 1281/06, 220/07, 1836/07 and 200/09 of the former Secretary of Energy, Resolution No. 21 of the Secretariat of Electric Energy, and Resolutions Nos. 136/16 and 213/16 of the Ministry of Energy and Mining, as well as PPAs subject to a differential remuneration scheme established or authorized by the Ministry of Energy and Mining. The offers mustOffers had to be accepted by CAMMESA (acting on behalf of the WEM agents demanding electric power), which entity will beacting as the purchaser of the power under the guaranteed availability agreements (compromisos de disponibilidad garantizada). Resolution SEE No. 19/17 establishesestablished that such agreements may be assigned to electricity distribution companies and Large Users of the WEM once the state of emergency of the electric power sector in Argentina elapses (according to Decree No. 134/2015, such emergency expired on December 31, 2017). Generator agents fully or wholly-owned by the Argentine government areGovernment were excluded from the scope of Resolution SEE No. 19/17.
The term of the guaranteed availability agreements iswere 3 years, and their general terms and conditions arewere established in Resolution SEE No. 19/17.
Resolution SEE No. 19/17 also establishesestablished that WEM agents that operate conventional hydroelectric power plants, pumped hydroelectric power plants and power plants using other energy resources shall be remunerated for the energy and capacity of their generation units in accordance with the values set forth in such resolution, and provided that such energy and capacity hasthat had not been committed under PPAs entered into in accordance to Resolutions Nos. 1193/05, 1281/06, 220/07, 1836/07 and 200/09 of the former Secretary of Energy, Resolution No. 21/16 of the Secretariat of Electric Energy, and Resolutions Nos. 136/16 and 213/16 of the Ministry of Energy and Mining.
The currentabrogated remuneration scheme established by Resolution SEE No. 19/17 includesincluded the following items:
(1) Price for Available Capacity
The price for capacity availability iswas divided into a minimum price associated with Actual Available Capacity (“(“DispReal,” in Spanish), a Base Price tied to the achievement of the Guaranteed Bid Capacity (“DIGO”(“DIGO”, in Spanish), and an additional maximum price tied to the achievement of an Allocated Capacity (“(“DIGOasig,” in Spanish), plus an additional increase in the unit price to deal with situations of maximum thermal demand from the system. Below is a detail of the tariffs applicable to these technologies:
| Unit | Power (MW) | Minimum capacity price (US$/MW per month) | Base capacity price May-Oct 2017 (US$/MW per month) | Base capacity price after Nov 2017 (US$/MW per month) | Additional capacity price May-Oct 2017 (US$/MW per month) | Additional capacity price after Nov 2017 (US$/MW per month) | Power (MW) | Minimum capacity price (US$/MW per month) | Base capacity price May-Oct 2017 (US$/MW per month) | Base capacity price after Nov 2017 (US$/MW per month) | Additional capacity price May-Oct 2017 (US$/MW per month) | Additional capacity price after Nov 2017 (US$/ MW per month) |
| TG | P<50 | 4,600 | 6,000 | 7,000 | 1,000 | 2,000 | P<50 | 4,600 | 6,000 | 7,000 | 1,000 | 2,000 |
| TV | P<100 | 5,700 | 6,000 | 7,000 | 1,000 | 2,000 | P<100 | 5,700 | 6,000 | 7,000 | 1,000 | 2,000 |
| P>100 | 4,350 | 6,000 | 7,000 | 1,000 | 2,000 | |||||||
| P>100 | 4,350 | 6,000 | 7,000 | 1,000 | 2,000 | |||||||
| CC | P<150 | 3,400 | 6,000 | 7,000 | 1,000 | 2,000 | P<150 | 3,400 | 6,000 | 7,000 | 1,000 | 2,000 |
| P>150 | 3,050 | 6,000 | 7,000 | 1,000 | 2,000 | |||||||
| P>150 | 3,050 | 6,000 | 7,000 | 1,000 | 2,000 | |||||||
| HI | P>300 | N/A | 2,000 | 500 | 1,000 | P>300 | N/A | 2,000 | 500 | 1,000 | ||
Thermal Generation:
For thermal units, the price for Available Capacity iswas calculated as follows:
If a generator fails to reportdid not submit the DIGO or DIGOasig, the price for available capacity will bewas equal to the Minimum Price (“(“REM MIN”MIN” in Spanish):
REM MIN (US$/month) = Minimum Capacity Price * DispReal (MW) * kM
where:
kM = accounts for hours of the month minus agreed upon maintenance/scheduled maintenance hours of the month.
For thermal units that report the DIGO and DIGOasig, the Price for Total Available Capacity = Base Price + Additional Price, where:
| ● | Base Price: |
| ● | If DispReal ≥ DIGO, then Base Price |
| ● | If DispReal < DIGO, then Base Price |
| ● | Additional Price (REM ADC): |
| ● | If DispReal – DIGO ≥ DIGOasig, Additional Price |
| ● | If DispReal – DIGO < DIGOasig, then Additional Price |
where:
kM = accounts for hours of the month minus agreed upon maintenance/scheduled maintenance hours of the month.
Hydroelectric Generation
For hydroelectric units, the price for Available Capacity iswas calculated as follows:
| ● | Base Price |
| ● | Additional Price |
Unlike thermal units, hydroelectric units charge for these items, whethereither dispatched or not (regardless of the reservoir level), to the extent they arewere not under forced unavailability.
(2) Price for Generated and Operated Power
Generated power | Operated power | Generated power | Operated power | |||||||||||||
| Unit | Natural gas | Liquids | Biodiesel | Hydro | Natural gas | Liquids | Biodiesel | Hydro | Natural gas | Liquids | Biodiesel | Hydro | Natural gas | Liquids | Biodiesel | Hydro |
US$/MWh | US$/MWh | |||||||||||||||
| TG | 5.0 | 8.0 | 11.0 | 2.0 | ||||||||||||
| TV | 5.0 | 8.0 | 11.0 | 2.0 | ||||||||||||
| GT | 5.0 | 8.0 | 11.0 | 2.0 | ||||||||||||
| ST | 5.0 | 8.0 | 11.0 | 2.0 | ||||||||||||
| CC | 5.0 | 8.0 | 11.0 | 2.0 | 5.0 | 8.0 | 11.0 | 2.0 | ||||||||
| HI P>300MW | 3.5 | 1.4 | 3.5 | 1.4 | ||||||||||||
Operated Power means the integral function of the hourly total power capacity dispatched during the period, including all power and reserves allocated to that generator. The hourly volumeenergy of Operated Power will bewas consistent with the optimal dispatch for the achievement of the allocated power and reserves.
Efficiency Incentives
On a quarterly basis, actual fuel consumption iswas compared to reference consumption for each unit and fuel type. The percentage difference iswas added to increase the value of Generated Power from the respective fuel plus the fuel related to Operated Power and iswas recognized as an additional amount only in the case of power generated with the fuel supplied. The base price willwas not be affected by increased consumption. Reference values for specific consumption arewere as follows:
Natural gas | Alternative fuels | Natural gas | Alternative fuels | |
| Unit | kcal/kWh | kcal/kWh | ||
| TG | 2,400 | 2,600 | ||
| TV | 2,600 | |||
| GT | 2,400 | 2,600 | ||
| ST | 2,600 | |||
| Large CC (>180 MW) | 1,680 | 1,820 | 1,680 | 1,820 |
| Other CC | 1,880 | 2,000 | 1,880 | 2,000 |
Resolutions SE Nos. 95/13 and 529/14 and Amending Regulations
On March 26, 2013, the Official Gazette published Resolution No. 95/2013 issued by the former Secretariat of Electric Energy (“(“Resolution No. 95”95”), which established a contracting and remuneration scheme for all generation, co-generation and self-generation agents of the WEM, except for the binational hydroelectric power plants and nuclear generators, as well as the capacity and electric power produced by the generation, co-generation and self-generation agents of the WEM that had been committed within the framework of contracts regulated by the former Secretariat of Electric Energy through Resolutions SE No. 1193 of October 7, 2005, No. 1281 of September 4, 2006, No. 220 of January 18, 2007, No. 1836 of November 27, 2007, No. 200 of March 16, 2009, No. 712 of October 9, 2009, No. 762 of November 5, 2009, No. 208 of March 29, 2011 and No. 137 of April 25, 2011, Law No. 27,191, as well as any other type of electric power supply agreements with a differential price scheme established by the former Secretariat of Electric Energy.
In addition, to optimize and minimize the costs of the supply of fuels to the WEM generation plants, the dispatch agency (CAMMESA) centralized the commercial management and dispatch of fuels. As from the date of publication of Resolution No. 95, and upon termination of the contractual relationships between the WEM agents and their providers of fuels and related supplies, such operation costs shall no longer be recognized by CAMMESA.
This remuneration scheme governed the economic transactions conducted between February 2013 and January 2017, when it was replaced by Resolution SEE No. 19/17. However, the effective application of such system to each particular generator required that the generator waive each court or administrative claim brought by it against the Argentine government,Government, the former Secretariat of Electric Energy (now the Ministry of Energy and Mining) and CAMMESA, in connection with the 2008-2011 Agreement and/or Resolution SE No. 406/03. If such requirements had not been met, generators would not have access to the above referenced remuneration scheme, or to the previous scheme, which remains in effect.
This remuneration scheme iswas comprised of three items: (i) fixed costs remuneration, (ii) variable costs remuneration and (iii) additional remuneration. Additional remuneration was composed of two items: (i) additional remuneration allocated to the generator, which was settled and paid to the generator, and (ii) additional remuneration allocated to the trust, which was included in a trust fund that provides financing to new infrastructure projects in the electric power sector.
Furthermore, Resolution No. 95 temporarily suspended the inclusion of new contracts in the term market and determined that once those existing prior to the issuance of such resolution have been terminated, the Large Users of the WEM had the obligation to acquire their electric power demand from CAMMESA, subject to the conditions set forth by the former Secretariat of Electric Energy to that effect. The generators received remuneration based on the method set forth by Resolution No. 95. On August 20, 2013, the former Secretariat of Electric Energy implemented a payment priority mechanism whereby CAMMESA distributed the amounts it received directly from WEM Large Users for the supply of their demand among the generators included in Resolution No. 95. Such amounts were allocated primarily to pay the remuneration of the generators according to the following scheme: first to cover fixed costs, then variable costs and finally the direct additional remuneration.
As it concerns the generation of electric power from renewable sources, Law No. 27,191 excluded the enforcement of regulations that limit the execution of contracts in the term market.
Pursuant to Resolution SE No. 2053/13, the new remuneration scheme was established in a particular way for each of the agents as from the day on which the corresponding generators withdraw all of the administrative and judicial claims against the Argentine governmentGovernment and CAMMESA regarding (i) the “Acuerdo Para La GestionGestión Y OperacionOperación De Proyectos, Aumento De La Disponibilidad De Generacion TermicaTérmica Y AdaptacionAdaptación De La RemuneracionRemuneración De La GeneracionGeneración 2008-2011 (Acuerdo 2008-2011)” issued by the former Secretariat of Electric
Energy and generators from the WEM, on November 25, 2010 and (ii) Resolution No. 406/03 of the former Secretariat of Electric Energy.
On May 31, 2013, Central Puerto, HPDA and CTM complied with the terms of Resolution No. 95. LPC informed the former Secretariat of Electric Energy of its intention to comply with the scheme described above with amendments to certain sections. However, as of the date of this annual report, the former Secretariat of Electric Energy has not given an answer to these amendments. Therefore, the new remuneration scheme described above is not applicable to LPC and, consequently, the previous regulation remains in force. As of December 31, 2017, the La Plata plant was classified as a disposal group held for sale and its respective results for years ended December 31, 2018 and 2017 as a discontinued operationoperations in our audited consolidated financial statements.Audited Consolidated Financial Statements. Effective as of January 5, 2018, we sold the La Plata plant to YPF EE. For further information, see “Item 4. Information4.A. History and development of the Company—Recent Developments—La Plata Plant Sale”.
On May 23, 2014, the Official Gazette published Resolution SE No. 529 issued by the former Secretariat of Electric Energy, which updated the remuneration amounts fixed in Resolution No. 95 for all generation, co-generation and self-generation agents of the WEM included in such resolution.
In addition, Resolution No. 529 included a new scheme of non-recurring maintenance remuneration, which shall become effective once major maintenance costs are incurred related to the equipment of such thermal power plants, and subject to approval by the Secretariat of Electric Energy. Until such non-recurring maintenance works are carried out and approved by the Secretariat of Electric Energy, the non-recurring maintenance remuneration shall be documented as a sale settlement with a maturity date to be determined.
On July 17, 2015, the Secretariat of Electric Energy set forth Resolution SE No. 482 whereby: (i) it replaced Annexes I, II, III, IV and V to Resolution SE No. 529 (which amended Resolution No. 95), updating the remuneration amounts fixed therein; (ii) amended the calculation of transmission variable charges applicable to hydroelectric and renewable generators; (iii) incorporated an additional item referred to as “Funds“Funds for FONINVEMEM 2015- 2018’s Investments” (“2018’s Investments” (“FONINVEMEM 2015-2018 Funds”Funds”); (iv) included a remuneration item referred to as “FONINVEMEM“FONINVEMEM 2015-2018 Direct Remuneration”Remuneration” applicable to units installed within the framework of FONINVEMEM 2015-2018; (v) new specific contributions scheme for generators involved in investment projects approved by the former Secretariat of Electric Energy and a new incentive scheme for energy production and operational efficiency for a certain group of generators; and (vi) amended the payment method of the fixed costs remuneration and the non-recurring maintenance remuneration.
The Secretariat of Electric Energy amended the remuneration scheme established by Resolution No. 482 through Resolution SEE No. 22/16.
Resolution SE No. 95/13 Remuneration Scheme
The remuneration scheme of Resolution SE No. 95/13, as amended by Resolution SEE No. 22/16, included the following items:
(1) Fixed Costs Remuneration
The fixed costs remuneration was determined on a monthly basis asumingassuming the following prices (applicable as of February 2016):
Technology and scale | Pesos/MW-hrp(1) |
| Gas turbine units with power (P) < 50 Mw (small) | 152.3 |
| Gas turbine units with power (P) > 50 Mw (large) | 108.8 |
| Steam turbine units with power (P) < 100 Mw (small) | 180.9 |
| Steam turbine units with power (P) > 100 Mw (large) | 129.2 |
| Combined cycle units with power (P) < 150 Mw (small) | 101.2 |
| Combined cycle units with power (P) > 150 Mw (large) | 84.3 |
| Hydroelectric units with power (P) < 30 Mw (renewable) | 299.2 |
| Hydroelectric units with power (P) 30 to 120 Mw (small) | 227.5 |
| Hydroelectric units with power (P) 120 Mw to 300 Mw (medium) | 107.8 |
| Hydroelectric units with power (P) > 300 Mw (large) | 59.8 |
| Internal combustion motors | 180.9 |
| Wind farms | - |
| Solar photovoltaic power plants | - |
| Biomass and biogas—solid urban waste | - |
| (1) | MW-hrp means the power available during the time of the day defined in advance by the authorities in the seasonal programing. |
The calculation methodology to determine the fixed costs remunerations for the relevant generation agents with conventional thermal generation equipment (gas turbine, steam turbine and combined cycle) varied depending on the Registered Availability (A), Target Availability (TA) of the technology, Historical Availability (HA) and the season of the year.
The formula defined a base percentage to be applied to the fixed costs remuneration, based on the following values:
| Combined cycle units | June – July – August – December – January – February | March – April – May – September – October – November |
| A > 95.00% | 110.00% | 100.00% |
| 85.00% < A 95.00% | 105.00% | 100.00% |
| 75.00% < A 85.00% | 85.00% | 85.00% |
| A 75.00% | 70.00% | 70.00% |
| Steam turbine units | June – July – August – December – January – February | March – April – May – September – October – November |
| A > 90.00% | 110.00% | 100.00% |
| 80.00% < A 90.00% | 105.00% | 100.00% |
| 70.00% < A 80.00% | 85.00% | 85.00% |
| Combined cycle units | June – July – August – December – January – February | March – April – May – September – October – November |
| A 70.00% | 70.00% | 70.00% |
| Internal combustion motors | June – July – August – December – January – February | March – April –May – September – October – November |
| A > 90.00% | 110.00% | 100.00% |
| 80.00% < A 90.00% | 105.00% | 100.00% |
| 70.00% < A 80.00% | 85.00% | 85.00% |
| A 70.00% | 70.00% | 70.00% |
Combined cycle units | June – July – August – December – January – February | March – April – May – September – October – November |
| A > 95.00% | 110.00% | 100.00% |
| 85.00% < A ≤ 95.00% | 105.00% | 100.00% |
| 75.00% < A ≤ 85.00% | 85.00% | 85.00% |
| A ≤ 75.00% | 70.00% | 70.00% |
Steam turbine units | June – July – August – December – January – February | March – April – May – September – October – November |
| A > 90.00% | 110.00% | 100.00% |
| 80.00% < A ≤ 90.00% | 105.00% | 100.00% |
| 70.00% < A ≤ 80.00% | 85.00% | 85.00% |
Combined cycle units | June – July – August – December – January – February | March – April – May – September – October – November |
| A ≤ 70.00% | 70.00% | 70.00% |
Internal combustion motors | June – July – August – December – January – February | March – April –May – September – October – November |
| A > 90.00% | 110.00% | 100.00% |
| 80.00% < A ≤ 90.00% | 105.00% | 100.00% |
| 70.00% < A ≤ 80.00% | 85.00% | 85.00% |
| A ≤ 70.00% | 70.00% | 70.00% |
Fifty percent of the difference between the generator’sgenerator’s Registered Availability (A) and Historical Availability (HA) is added to or subtracted from the base percentage. In other words, for each percentage point of variation in the generator’sgenerator’s A vis-a-vis its HA, the fixed costs remuneration percentage would vary by half a percentage point. The percentages had to be between those expected for each period (110.00/110.00% for the highest and 70.00% for the lowest).
Pursuant to Resolution No. 482, the Target Availability value was determined in relation to the available power typically available under normal temperature conditions.
Historical Availability values for each group was determined on the basis of the registered availability in the period from 2011 to 2015. At the end of each year, the resulting amount was added to the base until there are five years. In the case of the units incorporated since February 2016, the minimum value of each technology was taken as a Target Availability value.
(2) Variable Costs Remuneration
A new variable costs remuneration scheme (excluding fuel costs) was established in lieu of the variable maintenance costs and other non-fuel related variable costs defined under Resolution SE No. 1/2003. It was calculated on a monthly basis and was a function of the energy generated by type of fuel:
Operates on: | Operates on: | |||||||
Liquid fuels | Liquid fuels | |||||||
| Classification | Natural gas | Oil and gas FO/GO | Biofuel (BD) | Carbon (C) | Natural gas | Oil and gas FO/GO | Biofuel (BD) | Carbon (C) |
Pesos/MWh | Pesos/MWh | |||||||
| Gas turbine units with power (P) < 50 Mw (small) | 46.3 | 81.1 | 154.3 | - | 46.3 | 81.1 | 154.3 | - |
| Gas turbine units with power (P) > 50 Mw (large) | 46.3 | 81.1 | 154.3 | - | 46.3 | 81.1 | 154.3 | - |
| Steam turbine units with power (P) < 100 Mw (small) | 46.3 | 81.1 | 154.3 | 139.0 | 46.3 | 81.1 | 154.3 | 139.0 |
| Steam turbine units with power (P) > 100 Mw (large) | 46.3 | 81.1 | 154.3 | 139.0 | 46.3 | 81.1 | 154.3 | 139.0 |
| Combined cycle units with power (P) < 150 Mw (small) | 46.3 | 81.1 | 154.3 | - | 46.3 | 81.1 | 154.3 | - |
| Combined cycle units with power (P) > 150 Mw (large) | 46.3 | 81.1 | 154.3 | - | 46.3 | 81.1 | 154.3 | - |
| Hydroelectric units with power (P) < 30 Mw (renewable) | 36.7 | - | 36.7 | - | ||||
| Hydroelectric units with power (P) 30 to 120 Mw (small) | 36.7 | - | 36.7 | - | ||||
| Hydroelectric units with power (P) 120 Mw to 300 Mw (medium) | 36.7 | - | 36.7 | - | ||||
| Hydroelectric units with power (P) > 300 Mw (large) | 36.7 | - | 36.7 | - | ||||
| Internal combustion motors | 74.1 | 111.2 | 148.3 | - | 74.1 | 111.2 | 148.3 | - |
| Wind farms | 112.0 | - | 112.0 | - | ||||
| Solar photovoltaic power plants | 126.0 | - | 126.0 | - | ||||
| Biomass and biogas—solid urban waste | Equal to the applicable thermal technology and scale provided above | Equal to the applicable thermal technology and scale provided above | ||||||
The calculation of the remuneration applicable to pump hydroelectric power plants took into account both the electric power generated and the electric power used for pumping.
(3) Additional Remuneration
A portion of the remuneration was paid directly to the relevant generation agents, while the other portion was to be set aside for a trust fund and reinvested in new infrastructure projects in the electric power sectors as defined by the Secretariat of Electric Energy.
Additional remuneration was calculated on a monthly basis and was a function of total electric power generated.
Allocated to: | ||
Technology and scale | Relevant generation agent Pesos/MWh | Trust fund Pesos/MWh |
| Gas turbine units with power (P) < 50 Mw (small) | 13.7 | 5.9 |
| Gas turbine units with power (P) > 50 Mw (large) | 11.7 | 7.8 |
| Steam turbine units with power (P) < 100 Mw (small) | 13.7 | 5.9 |
| Steam turbine units with power (P) > 100 Mw (large) | 11.7 | 7.8 |
| Combined cycle units with power (P) < 150 Mw (small) | 13.7 | 5.9 |
| Combined cycle units with power (P) > 150 Mw (large) | 11.7 | 7.8 |
| Hydroelectric units with power (P) = 50 Mw (renewable) | 84.2 | 14.9 |
| Hydroelectric units with power (P) 50 to 120 Mw (small) | 84.2 | 14.9 |
| Hydroelectric units with power (P) 120 Mw to 300 Mw (medium) | 59.4 | 39.6 |
| Hydroelectric units with power (P) > 300 Mw (large) | 54.0 | 36.0 |
| Internal combustion motors | 13.7 | 5.9 |
| Wind farms | - | - |
| Solar photovoltaic power plants | - | - |
| Biomass and biogas – solid urban waste | - | - |
The remuneration detailed above was the total remuneration receivable by the relevant generation agents, minus the electric power and power committed in the term market or under other similar agreements, at market value, except for the specific contracts referred to above and the deduction of any other fee or service to be borne by such agents.
For the purposes of the above paragraph, the relevant generation agents are required to submit, for each transaction month, an affidavit with supporting documents duly certified by an external auditor, where they shall report all invoices issued for their commitments in the term market, to be compared to the deductions made in the economic transactions completed by CAMMESA. If any difference arisearouse from such comparison in the sums of money invoiced by any relevant generation agent in favor of such agent, CAMMESA invoiced the difference to such agent.
(4) Non-recurring Maintenance Remuneration
In addition to the remuneration items indicated above, Resolution SE No. 529 created a new category named non-recurring maintenance remuneration for relevant generation agents to be applied to economic transactions carried out since February 2014 and calculated on a monthly basis, based on the total electric power generated. Such remuneration shall be documented as a sale settlement with a maturity date to be determined and paid to a fund administered by CAMMESA and was exclusively allocated to finance major maintenance activities subject to approval by the Secretariat of Electric Energy.
Technology and scale | Maintenance remuneration |
(Pesos/MWh) | |
| Gas turbine units with power (P) < 50 Mw | 45.1 |
| Gas turbine units with power (P) > 50 Mw | 45.1 |
| Steam turbine units with power (P) = 100 Mw | 45.1 |
| Steam turbine units with power (P) > 100 Mw | 45.1 |
| Combined cycle units with power (P) = 150 Mw | 39.5 |
| Combined cycle units with power (P) > 150 Mw | 39.5 |
| Hydroelectric units with power (P) = 50 Mw | 16.0 |
| Hydroelectric units with power (P) 50 to 120 Mw | 16.0 |
| Hydroelectric units with power (P) 120 Mw to 300 Mw | 16.0 |
| Hydroelectric units with power (P) > 300 Mw | 10.0 |
| Internal combustion motors | 45.1 |
| Wind farms | - |
| Solar photovoltaic power plants | - |
| Biomass and biogas—solid urban waste | - |
Pursuant to Resolution No. 482 and Resolution No. 22, the non-recurring maintenance remuneration was calculated taking into consideration (i) the accumulated energy generated in the preceding year and (ii) the number of times that the applicable units starts as per the request of CAMMESA.
(5) “Production”“Production” and “Operational Efficiency”“Operational Efficiency” Incentives
The incentive scheme consisted of an increase in the variable costs remuneration, upon compliance with certain conditions.
The “Production”“Production” incentive consisted of an increase of 15% or 10% in the variable costs remuneration of thermal units operating with liquid fuels or coal, respectively, when their aggregate production in the calendar year exceeded 25% to 50%, respectively, of their production capacity with liquid fuel or coal, as applicable.
The “Operational Efficiency”“Operational Efficiency” incentive consisted of an additional remuneration equal to the variable costs remuneration and corresponds to the difference in percentage terms between actual consumption and reference consumption fixed for each type of technology unit and fuel. These values were compared on a quarterly basis. Increased consumption does not affect the base remuneration for variable costs.
The reference values of specific consumption are as follows:
| Technology | Natural gas Kcal/kWh | Alternative fuels (FO/GO/C) Kcal/kWh | Natural gas Kcal/kWh | Alternative fuels (FO/GO/C) Kcal/kWh |
| Gas turbine | 2,400 | 2,600 | 2,400 | 2,600 |
| Steam turbine | 2,600 | 2,600 | ||
| Internal combustion motors | 2,150 | 2,300 | 2,150 | 2,300 |
| Combined cycles (GT > 180 MW) | 1,680 | 1,820 | 1,680 | 1,820 |
| Other combined cycles | 1,880 | 2,000 | 1,880 | 2,000 |
(6) FONINVEMEM 2015-2018 Funds
Pursuant to the “Acuerdo“Acuerdo para la GestióGestión y OperacióOperación de Proyectos, Aumento de la Disponibilidad de GeneracióGeneración TéTérmica y AdaptacióAdaptación de la RemuneracióRemuneración de la GeneracióGeneración 2015-2018”2015-2018” (the “2015-2018“2015-2018 Generators Agreement”Agreement”), Resolution No. 482 included a specific contribution referred to as “Funds“Funds for FONINVEMEM 2015-2018’s Investments”2015-2018’s Investments” to be allocated to the execution of works under such framework. The FONINVEMEM 2015-2018 Funds will be allocated to generators with projects approved by the Secretariat of Electric Energy and will automatically and retroactively be distributed by CAMMESA upon the execution of the related supply and construction contracts. Pursuant to Resolution SE No. 482, the FONINVEMEM 2015-2018 Funds do not vest rights for the generator and may be reallocated by the Secretariat of Electric Energy in the event of failures to comply with the supply or construction contracts, with no claim rights whatsoever.
The following table shows a detail of the FONINVEMEM 2015-2018 Funds:
Technology and scale | Funds for investments 2015-2018 |
(Pesos/MWh) | |
| Gas turbine units with power (P) = 50 Mw (small) | 15.8 |
| Gas turbine units with power (P) > 50 Mw (large) | 15.8 |
| Steam turbine units with power (P) = 100 Mw (small) | 15.8 |
| Steam turbine units with power (P) > 100 Mw (large) | 15.8 |
| Combined cycle units with power (P) = 150 Mw (small) | 15.8 |
| Combined cycle units with power (P) > 150 Mw (large) | 15.8 |
| Hydroelectric units with power (P) = 50 Mw (renewable) | 6.3 |
| Hydroelectric units with power (P) 50 to 120 Mw (small) | 6.3 |
| Hydroelectric units with power (P) 120 Mw to 300 Mw (medium) | 6.3 |
| Hydroelectric units with power (P) > 300 Mw (large) | 6.3 |
| Internal combustion motors | 15.8 |
| Wind farms | - |
| Solar photovoltaic power plants | - |
| Biomass and biogas—solid urban waste | - |
(7) FONINVEMEM 2015-2018 Direct Remuneration
The FONINVEMEM 2015-2018 Direct Remuneration consisted of an additional remuneration to units being installed within the framework of FONINVEMEM 2015-2018 and is equal to 50% of the generators’generators’ direct additional remuneration. This remuneration will start to be paid from the commercial launch date of the unit for up to ten years since such date.
Resolution No. 281-E/17: The Renewable Energy Term Market in Argentina
On August 22, 2017, the Ministry of Energy and Mining published Resolution No. 281-E/17 (“(“Resolution No. 281”281”) for the Renewable Energy Term Market (private PPAs between generators and Large Users, self-generation, co-generation and traders).
Resolution No. 281 seeks to promote and encourage a dynamic participation in the term market and to foster the increase of private agreements between the WEM’sWEM’s agents and participants. Its aim is to provide a feasible alternative for the purchase of energy to tenders by CAMMESA.
Resolution No. 281 makes it possible for Large Users to comply with their renewable energy consumption quotas through either (i) the joint purchase system (i.e., through CAMMESA), (ii) the execution of a private PPA or (iii) the development of a self-generation project or a co-generation project.
As a general principle, PPAs executed in the term market (outside the joint purchase system) may be freely negotiated between the parties with respect to term, priorities, prices and other contractual conditions.
Section 7 of Resolution No. 281 provides that, in the case of curtailment, the following power generation plants will have (i) equal dispatch priority between them and (ii) first dispatch priority over renewable generation projects operating in the term market without an assigned dispatch priority:
| 1. | run-of-the-river hydropower plants and renewable power plants having commenced commercial operation prior to January 1, 2017; |
| 2. | power plants supplying energy pursuant to PPAs executed in connection with Resolutions No. 712/2009 or No. 108/2011 having commenced commercial operation prior to January 1, 2017; |
| 3. | renewable power plants supplying energy pursuant to PPAs executed with CAMMESA through the RenovAr Program (e.g., the La Castellana Project and the Achiras Project); |
| 4. | renewable power plants supplying energy pursuant to Resolution MINEM No. 202/2016; and |
| 5. | renewable power plants operating in the term market (e.g., private PPAs) which have obtained dispatch priority in accordance with the regime established pursuant to Resolution No. 281. |
Only the expansion of the abovementioned projects need to file the request for dispatch priority with CAMMESA, who will then evaluate submissions on a quarterly basis and prepare a list of granted dispatch priorities in interconnection points or transmission corridors with restrictions to the transmission capacity.
Evolution of Supply and Demand in the Argentine Energy Sector Structure
Structural Characteristics of the Energy Sector
The evolution of the demand and the energy consumption in Argentina is correlated with the evolution of the GDP, which implies that the higher the economic growth, the higher the energy demand. TheFor example, the historical growth of energy consumption was of 2.99%2.89% annually over the past 5760 years, with an annual average of 3.39%2.0%% since 2002, although between 2002 and 20172020 the economic growth rose to an average of 3.11% 2.6%annually.
The growth of energy consumption during the last decade is similar to the historical average, since it was not driven by a large increase in consumption of the industrial sector, but predominantly by that of the residential and commercial sectors, as noted in the consumption parameters of gas, gasoline and especially electric power.
The elasticity of energy consumption in relation to the GDP during the last two decades is lower than in earlier decades, so restrictions on energy demand or the need for energy imports, if domestic supply is insufficient, could increase if the industrial sector expands in the future.
The restrictions on the supply of certain energy products such as natural gas in the last cycle of high economic growth and the relatively moderate growth in energy demand in broad terms, are based primarily on problems related to the supply of these energy products and also on a significant growth of the demand of the residential and commercial segments in a context of modestweak industrial recovery, butactivity with few new expansions of greater productive capacity for large energy consumers.
The structure of electric energy consumption in Argentina is strongly dependent on hydrocarbons, at almost approximately 65%. This percentage has decreased61.36% in the last three2020, compared to four years due to the obligation imposed by the regulators to incorporate biodiesel61.06% in 2019, 63.86% in 2018 and bioethanol into oil and gasoline.64.87% in 2017.
Large amounts of natural gas, liquefied natural gas and gas oil are imported in order to try to satisfy demand. During 2019 such imports decreased, mainly due to an increase in the domestic production of natural gas. However, demand for natural gas is usually unsatisfied during the winter in the industrial segment and in the thermoelectric generation segment. In certain circumstances, the Argentine governmentGovernment has imposed restrictions on consumption because of the lack of adequate supply of gas to supply other segments that do not have the capacity to replace natural gas with other fuels (among others, propane, butane and fuel).
Although current energy consumption in Argentina signals a dependence on hydrocarbons, we believe that Argentina is currently undergoing an important historical shift to a more modern and diversified energy mix arising from the inclusion of renewable energy into the mix, in accordance with the requirements set forth in Law No. 27,191 of 2015.
Source: MinistrySecretariat of Energy and Mining
As a summary, the following characteristics are specific to energy demand and supply in Argentina:
| ● | Atypical structure, with a bias towards oil and gas, which is a characteristic of countries with large reserves of hydrocarbons such as Middle Eastern countries, Russia, African oil-producing countries and Venezuela. |
| ● |
| ● | Stagnation in the local energy supply since investments in recent years in the oil and gas sector have been insufficient to effectively increase domestic supply enough to satisfy |
| ● | Enhanced demand due to the abnormally low prices of gas and electric power in the residential and commercial sectors during the 2012-2016 period, which caused the growth rate of residential energy consumption to be higher than |
Structure of the Electric Power Supply in Argentina
The nominal installed capacity in Argentina was reported by CAMMESA to be 36,31141,951 MW as of December 31, 2017.2020. However, the operational electric power generation capacity effectively available at any given time could be estimated at around 30,30732,274 MW as an average of 2017.2020. Availability estimated by CAMMESA for thermal units is approximately 78%82% due to the lack of proper fuel supply, difficulties in achieving nominal efficiency and unavailability of several generating units under maintenance. Moreover, the generation supply depends heavily on liquid fuel use that diminishes capacity availability and there are certain transmission restrictions.
Over recent decades, the Argentine government (spanning administrations with different ideological orientation) has favored the deployment of thermoelectric generating units. One reason for this is that these units require smaller capital investments and take less time to deploy.deploy compared to other types of generating units. The increased dependency on hydrocarbons for these new power plants was not considered a disadvantage, since the required fuels have always been produced in Argentina and the production has always been predictable and growing. However, the constant deployment of thermoelectric generation has increased the demand for fossil fuels, particularly those based on natural gas, and has led to shortages and the imposition of certain restrictions on the provision to thermal generators of locally produced fuels.
During the 1990s, private sector investors also concentrated their investments in thermoelectric generation, almost without exception. The economic crisis of 2002 accelerated even more the tendency to invest in thermoelectric plants, given their lower cost of startup. After the crisis of 2002, investments in the electrical sector continued mainly with state intervention, expanding the installed capacity based on thermoelectric generation but without meeting the increasing demand. The financial constraints of the Argentine governmentGovernment in the last decades, the high amount of capital needed and the long periods necessary to develop the projects have negatively impacted on the decision of the Argentine governmentGovernment to invest and deploy hydroelectric and nuclear power plants. In addition, the recurrent fiscal crises of the recent past have forced the Argentine governmentGovernment to delay or cancel major projects that would have increased and diversified Argentina’sArgentina’s generation capacity.
Nominal Power Generation Capacity
Nominal power generation capacity is dominated by thermoelectric generation. A considerable number of thermoelectric power units experience high levels of unavailability, especially during the winter, due to fuel provision restrictions.
In the summer of 2017,2018, the maximum power consumed reached 25,62826,320 MW on February 24.8. The local power availability amounted to 24,55927,123 MW plus a reduced spinning reserve (which consists of a pool of rotating machines that cancould dispatch 16141,895 MW, if needed), so CAMMESA had to import 925 MW of additional power..
There are three main centers of electric power supply in Argentina:
| ● | Buenos Aires-Greater Buenos Aires-Coastline |
| ● | Comahue |
| ● | Northeast Argentina |
Electric power supply and demand were linked in the past by a radial system to Buenos Aires. This system presented risks of instability in various regions whose demand had grown but had insufficient local generation (e.g., Cuyo, Northwest Argentina in Salta, Central and Greater Buenos Aires). For this reason, the Argentine governmentGovernment changed the system and now is using a peripheral system. The Argentine governmentGovernment has made very large investments in a substantial expansion of electric transmission, totaling 500 kV. Such investments include laying peripheral high voltage lines totaling 550 kV (that may not have an immediate economic impact but will have positive effects on the system in the long term)long-term) in the following locations:
| ● | Northeast and northwest Argentina |
| ● | Comahue-Cuyo |
| ● | Southern Patagonia |
The following chart shows the development of electric power generation by type of source:
Source: CAMMESA
Source: Daniel G. Gerold (G&G Energy Consultants)CAMMESA
Renewable Energy Generation in Argentina
Certain regions of Argentina benefit from levels of wind or sunlight that provide a strong potential for renewable energy generation. The maps below show the mean wind speed at 80 meters of elevation and the average global horizontal irradiance in Argentina, respectively.
Average Wind Speeds
Source: Vaisala - 3Tier
Average Global Horizontal Solar Irradiance (GHI)
Source: Vaisala - 3Tier
The Structure of Electric Power Demand in Argentina
Electric power demand depends to a significant extent on economic and political conditions prevailing from time to time in Argentina, as well as seasonal factors. In general, the demand for electric power varies depending on the performance of the Argentine economy, as businesses and individuals generally consume more energy and are better able to pay their bills during periods of economic stability or growth. As a result, electric power demand is affected by Argentine governmentalGovernmental actions concerning the economy, including with respect to inflation, interest rates, price controls, foreign exchange controls, taxes and energy tariffs.
The following chart shows the demand for electric power in 20172020 by customer type:
Source: Daniel G. Gerold (G&G Energy Consultants)
CAMMESA
The following chart shows the evolution of the demand for electric power over the last several years:
Source: CAMMESA
The following chart shows the power demand from January 2002November 2006 to March 2017:February 2020:
Source: Daniel G. Gerold (G&G Energy Consultants)CAMMESA
The correlation between the evolution of GDP and electric power demand is strong, although when there is a strong reduction of the GDP, electric power demand falls relatively little. It should also be noted that, in an environment of low economic growth, electric power demand grows at rates higher than the GDP, as shown below:
Source: CAMMESA, IMFINDEC
CAMMESA divides Argentina into regions that have similar characteristics in terms of demand, socio-economic characteristics and electric subsystems. Such regions are: (i) the City of Buenos Aires and its suburbs, (ii) the Province of Buenos Aires, (iii) Santa Fe and Northwest Buenos Aires, (iv) the Center, (v) the Northwest, (vi) Cuyo, (vii) the Northeast, (viii) Comahue and (ix) Patagonia.
Demand is significantly concentrated in the areas of the City of Buenos Aires, the Province of Buenos Aires, Santa Fe and Northwest Buenos Aires, which comprises approximately 62%61 % of the demand. While growth rates in other regions such as the Northwest, Comahue and Patagonia are higher compared to the rest, changesChanges to the concentration of the demand structure are not substantial over the period of measurement.
The chart below shows electricity demand by region for 2017:2020:
Source: CAMMESA
Seasonality also has a significant impact on the demand for electric power, with electric power consumption peaks in summer and winter. The impact of seasonal changes in demand is registered primarily among residential and small commercial customers. The seasonal changes in demand are attributable to the impact of various climatological factors, including weather and the amount of daylight time, on the usage of lights, heating systems and air conditioners.
The impact of seasonality on industrial demand for electric power is less pronounced than on the residential and commercial sectors for several reasons. First, different types of industrial activity by their nature have different seasonal peaks, such that the effect of climate factors on them is more varied. Second, industrial activity levels tend to be more significantly affected by the economy, and with different intensity levels depending on the industrial sector.
Energy demand throughout the hours of each month grew in 2006, reflecting a sharp increase in industrial activity and mass consumption in the economy. Such demand declined due to restrictions on industrial power consumption in the winter of 2007, and the international crisis at the end of 2008 and early 2009. However, such decline in consumption has reversed sincebetween mid-2011 and 2016 due to a growth in demand. Between 2016 and 2018, electricity demand as evidenced byremained stable, and decreased in 2019 due to a general decrease of the twelve-month moving averageseconomic activity in Argentina.For 2020, electricity demand continued to decrease due to a decline in economic activity and the chart below:
A direct annual analysis—analysis—as opposed to a twelve-month moving average, which is useful to show inertial trend changes (i.e., the underlying trend that includes only a few months and therefore better shows gradual changes to stability)—shows growth rates in energy demand during 2010 and early 2011, with an abrupt slowdown (including negative values) in 2012 and, after the winter of 2012, an increase in energy demand during 2013. In December 2013 and January 2014, there was exponential growth in demand by residential and commercial consumers due to the heat wave that hit the central region of Argentina during those periods. In December 2014, the demand growth trend was reversed with a sharp drop in demand with the return of normal temperatures.
The demand for electric power in the residential sector resumed a high growth trend in 2015. Following moderate growth, gross aggregate demand grew 0.9% in 2014. In 2015, gross2016, residential consumers demand increased 4.5%, despite moderate increases in rates to a small portion of consumers. During 2016, gross2017, 2018, 2019 and 2020, residential demand decreased 2.03%, increased 0.7%1.99%, decreased 2.80%, and increased 8%, respectively, as compared to the same period the previous year, despitein the case of the decrease during 2019, due to a GRP drop of 2.3%2.20% in 2019 . In 2020, due to the Quarantine and other restrictive measures taken by the Argentine Government, citizens had to work remotely and thus staying at their houses for longer periods of time. Schools and universities were closed for most part of 2020. On the GDP.other hand, during 2020 there was no residential electricity tariff increase and services cuts due to non-payment was suspended, which may have contributed to residential users consuming more electricity.
During 2017, 2018, 2019 and 2020 total demand of electricity of WEM agents decreased 0.6%, increased 0.40%, decreased 3.1% and decreased 1.3%%, respectively, as compared to the same period the previous year, while the GDP increased 2.7%, decreased 2.5%, decreased 2.20% and decreased 9.9%, respectively.
In addition to the growth of energy demand during the 2011-2016, which placesplaced pressure on the supply of fuels to thermal plants, demand also affects the availability of generation plants to meet peak demand for power at nighttime during the winter or during the afternoon in the summer.
To minimize the risks of sudden interruptions to the residential and commercial segment in 2013, there were scheduled supply interruptions in December 2013 and January 2014, which was similar to what occurred in the winter of 2010 and 2011, but did not reach the extraordinary levels of the winter of 2007. No interruptions were necessary in 2012. During the summer and winter of 2015, it was not necessary to apply restrictions to industrial consumers to supply residential electric power demand, although there were some forced interruptions due to certain problems with electrical distribution. However, during February 2016, certain restrictions to consumption of an approximate amount of 1,000 MW were applied by CAMMESA and the Ministry of Energy and Mining due to the above average temperatures recorded in February 2016.
During January and February 2016 there were successive high peaks of consumption of electric power for a business day, after two years of not surpassing the previous record reached in January 23, 2014. A peak of consumption of 25,380 MW was reached on February 12, 2016, but restrictions were implemented to the demand of the distributors of Buenos Aires, Greater Buenos Aires and La Plata. A new peak of consumption of 25,62826,320 MW was reached on February 24, 2017.
In addition, to the specific demand in the afternoon during the summer of 2015, there wereon January 29, 2019 a new electric energy consumption records throughout the day. The consumption record of approximately 525 GWh per day was reached on February 12, 2016 with the abovementioneda total of 544.4 GWh consumed, but no restrictions on demand, which did not significantly influenceas the theoretical maximum demand.ones mentioned above, were implemented.
Power and energy consumption records | ||||||
Previous records | New records | Variation (%) | Variation (MW) | |||
Peak of electric power capacity (MW) | ||||||
| Working day | Feb 24, 2017 | 25,628 | Feb 8, 2018 | 26,320 | 2.7 | 692 |
| Saturday | Feb 25, 2017 | 22,390 | Dec 30, 2017 | 22,543 | 0.7 | 153 |
| Sunday | Jan, 2015 | 21,024 | Dec 27, 2015 | 21,973 | 4.5 | 949 |
Energy (GWh) | Variation (%) | Variation (GWh) | ||||
| Working day | Feb 8, 2018 | 543.0 | Jan 29, 2019 | 544.4 | 0.3 | 1.4 |
| Saturday | Jan 18, 2014 | 477.9 | Dec 30, 2017 | 478.4 | 0.1 | 0.5 |
| Sunday | Dec 27, 2015 | 432.9 | Feb 26, 2017 | 437.6 | 1.1 | 4.7 |
Source: Daniel G. Gerold (G&G Energy Consultants)
| Power consumption records | ||||||
| Previous records | New records | Variation (%) | Variation (MW) | |||
| Peak of electric power capacity (MW) | ||||||
| Saturday | Feb 25, 2017 | 22,390 | Dec 30, 2017 | 22,543 | 0.7 | 153 |
| Sunday | Dec 27, 2015 | 21,973 | Feb 28, 2017 | 22,346 | 1.7 | 373 |
| Working day | Feb 24, 2017 | 25,628 | Feb 8, 2018 | 26,320 | 2.7 | 692 |
| Energy (GWh) | Variation (%) | Variation (GWh) | ||||
| Saturday | Jan 18, 2014 | 477.9 | Dec 30, 2017 | 478.4 | 0.1 | 0.5 |
| Sunday | Dec 27, 2015 | 432.9 | Feb 26, 2017 | 437.6 | 1.1 | 4.7 |
| Working day | Feb 16, 2016 | 523.9 | Feb 8, 2018 | 543.0 | 3.6 | 19.1 |
The peak demand of power of February 12, 2016 triggered a need for considerable energy imports from Brazil, Uruguay and Chile totaling approximately 1,884 MW during peak hours,8, 2018 was covered with a maximumthermal supply of 17,023 MW, a hydroelectric supply of 8,855 MW,8,335MW, nuclear supply of 1,031912 MW, and renewable energy supply of 126 MW and50 MW. The peak demand of energy of January 29, 2019 was covered with a thermal supply limited to 13,484 MW due to the high unavailability of several units.354 GWh, a hydroelectric supply of 157 GWh, a nuclear supply of 8 GWh, a renewable energy supply of 16 GWh, and an importation supply of 9,5 GWh.
As with the case of natural gas, the strong seasonality of electric power demand in Argentina—Argentina—both in terms of energy and power—power—influences the needs for investment since investments are made to meet the maximum peak winter demand, which generates significant surplussurpluseses at other times of the year that cause lower costs and competition in those periods. The maximum demand for electric power is during the afternoon or evening hours in summer. In the case of winter, suchthe maximum demand is generally during the evening, due to the high use of electric heaters that are preferred by consumers because of the differential cost and simplicity in comparison with natural gas heaters.
Despite all efforts, it is unlikely for there to be complete nominal capacity available at any given time. Instead, the power generation capacity industry generally anticipates and takes into account a percentage of unavailability that can range between approximately 25%20% and 30%, which is likely to increase in the coming years.25%.
This critical variable is central to the efforts made by CAMMESA and the generators to invest in the proper maintenance of the units. Although the unavailability factor over the long-term in the thermal plants in Argentina has historically been approximately 30%, it fell below 20% for a period in the early 2000s. In general, the unavailability factor of the hydroelectric plants in Argentina is not significant, exceptsignificant. The Yacyretá hydroplant capacity considers the available power for Argentina, 2,745 MW. The total capacity of Yacyretá is 3100 MW, achievable at maximum level and with the existing damage in the turbo groups of Yacyretá.units at full capacity. In the nuclear sector, historical unavailability has been important because of the periodic maintenance that units have to go through. In particular, the Embalse nuclear plant commenced, starting in January 1, 2016, a two-year period in which it willwas not be in operation. Additionally, the Atucha II nuclear plant, which was generating energy on a trial basis since 2015, received its commercial authorization during the first half of 2016, adding a nominal capacity of 745 MW to the SADI.
Energy generation may be influenced by the physical and economic capacity to provide fuel to thermoelectric generators. In recent years and until 2014 fuel prices increased the generating cost, although the fall in oil and fuel prices significantly reduced such cost in 2015 and 2016. The lack of local production of natural gas led to an increased use of fuel oil and gas oil in those generating plants with TS and TG units, in addition to imports of gas and LNG. Most of the TS units are shipped with fuel oil, and only the Central TéTérmica San Nicolas can burn coal, in addition to fuel oil or natural gas. TS or TG groups that operate in combined-cycle are included in this area in previous tables.
Fuel availability is a factor that contributes to technical unavailability. The costs and logistics for importing and supplying fuel oil, gas oil, and coal instead of natural gas are key to the future availability of thermal units, and will continue to be important if the current international conditions are maintained. Since 2007 the limited supply of natural gas in winter caused a large increase in consumption of fuel oil and gas oil, with record prices in the first half of 2008. Prices of liquid fuels decreased in 2009 due to the international crisis and then increased inbetween 2010 and mid-2014 from the third quarter of 2014 until the first quarter of 2016, liquid fuel prices decreased sharply, with moderate increases after that (while remaining lower than the first half of 2014). Prices generally recovered through the years up to the first half of 2018, and since then have decreased. In the first quarter of 2020, there was a sudden drop in 2008).the prices due to COVID-19. Prices have been recovering since then, but have remained lower than the peak of 2018.
Fuel Consumption for Commercial Electric Power Generation
Source: Daniel G. Gerold (G&G Energy Consultants)CAMMESA, Company analysis
The price for generation of CAMMESA constitutes an effective price only to certain segments of the electric power market, especially industrial consumers, with the exception of those that are commercially supplied by electric power distributors.
Anti-Money Laundering
Anti-Money Laundering and Terrorism Financing Regime
The concept of money laundering is generally used to denote transactions intended to introduce criminal proceedsaimed at introducing funds from illicit activities into the institutional system and thus to transform profitsgains from illegal activities into assets of a seemingly legitimate origin.source.
Terrorist financing is the act of providing funds for terrorist activities. This may involve funds raised from legitimate sources, such as personal donations and profits from businesses and charitable organizations, as well as from criminal sources, such as drug trade, weapons and other goods smuggling, fraud, kidnapping and extortion.
On April 13, 2000, the ArgentineNational Congress passed Law No. 25,246, (as(subsequently amended including by Laws No. 26,087; 26,119; 26,268, 26,683 and 26,734complemented, (the “Anti-Money Laundering“AML/ CFT Law”)), which definescreated at the national level the Anti- Money Laundering and Terrorism Financing Regime (“AML/CFT Regime”), criminalizing money laundering, creating and designating the UIF as a type of crime. In addition, the law, which supersedes several sectionsenforcement authority of the Código Penal de la Nación Argentina (Argentine Criminal Code), established severe penaltiesregime, and establishing the legal obligation for anyone participating in any such criminal activityvarious public and createdprivate sector entities and professionals to provide information and cooperate with the Unidad de Información Financiera (UIF) (Financial Information Unit), establishing an administrative criminal system.UIF.
The following are certain provisions ofrelating to the anti-money laundering regime set forthAML/CFT Regime established by the Anti-Money LaunderingAML/ CFT Law as amended and supplemented by other rulesits amending and regulations,complementary provisions, including regulations issued by the UIF, the Central Bank,and the CNV and other regulatory entities. Investors are advised tothe Central Bank. It is recommended that investors consult their own legal counseladvisors and to read the Anti-Money LaunderingAML/ CFT Law and its statutorycomplementary regulations. The UIF is
Money laundering and terrorist financing in the agency responsible for the analysis, treatment and transmission of information, with the aim of preventing money laundering resulting from different crimes and the financing of terrorism. The Argentine Criminal Code
(a) Money laundering
Section 303 of the Argentine Criminal Code (the “ACC”) defines money laundering as a crime committed by anywhenever a person who exchanges,converts, transfers, manages, sells, levies, disguisesencumbers, conceals or in any other way commercializes goods obtained through a crime,puts into circulation in the market, property derived from an unlawful act, with the possible consequence that the origin of the original assetsproperty or the substitute thereof appear to come fromsubordinate property acquires the appearance of a lawful source, provided that their valueorigin, either in a single act or by the repetition of various acts linked to each other. Section 303 of the ACC establishes the following penalties:
(i) If the amount of the operation exceeds Ps.300,000, whether such amount results from one or more related transactions. The penalties established are the following:
(a) the person performs the act on an habitual basis or as a member of an illicit association constituted for the continuous commission of acts of this nature;
(b) the person is a public official who committed the act in the exercise or on the occasion of his/her functions. In this case, he/she shall also be subject to a penalty of special disqualification of three to ten years. The same penalty shall be imposed to anyone who has acted in the exercise of a profession or occupation requiring special qualification.
(ii) Anyone who receives money or other property from a criminal offense for the purpose of applying them in an operation as described above, which gives them the possible appearance of a lawful origin, shall be punished with imprisonment for a term of six (6) months to three (3) years.
(iii) If the value of the goods does not exceed Ps. 300,000, the penalty shall be imprisonment for a term of six months to three years.
(b) Penalties for legal persons.
Furthermore, Section 304 of the ACC provides that when the criminal acts have been committed in the name of, or with the intervention of, or for the benefit of a legal person, the following sanctions shall be imposed to the entity jointly or alternatively:
(i) fine of two (2) to ten (10) times the value of the property subject to the offense;
(ii) total or partial suspension of activities, which in no case shall exceed ten (10) years;
(iii) debarment for public tenders or bidding processes or any other State-related activities, which in no case shall exceed ten (10) years;
(iv) dissolution and liquidation of the legal person when it was created for the sole purpose of committing the offense, or such acts constitute the main activity of the entity;
(v) loss or suspension of any State benefit that it may have;
(vi) publication of an extract of the condemnatory sentence at the expense of the legal entity.
In order to calibrate these sanctions, the Court will take into account the failure to comply with internal rules and procedures, the omission of vigilance over the activity of the authors and participants; the extent of the damage caused, the amount of money involved in the commission of the offense, the size, nature and economic capacity of the legal entity. In the cases in which it is essential to maintain the operational continuity of the entity, or of a public work, or particular service, the sanctions of suspension of activities or dissolution and liquidation of the legal person shall not be applicable.
(c) Terrorism financing
Section 306 of the ACC criminalizes the financing of terrorism. This offense is committed by any person who directly or indirectly collects or provides property or money, with the intention of it being used, or in the knowledge that it will be used, in full or in part:
(i) to finance the commission of acts which have the aim of terrorising the population or compelling national public authorities or foreign governments or agents of an international organisation to perform or refrain from performing an act (according to section 41.5 of the ACC);
(ii) by an organisation committing or attempting to commit crimes for the purpose set out in (i);
(iii) by an individual who commits, attempts to commit or participates in any way in the commission of offenses for the purpose set out in (i).
The penalty is imprisonment for a term of five (5) to fifteen (15) years and a fine of two (2) to ten (10) times the amount of the transaction;operation. Likewise, the same penalties shall apply to legal persons as described for the crime of money laundering.
In lineaccordance with internationally accepted practices, the Anti-Money LaunderingAML/ CFT Law does not merely assign responsibility for controlling these criminal transactions to government agencies, but also assigns certain duties to various private sector entities such as banks, stockbrokers, brokerage houses and insurance companies, which become legally bound reporting parties. These duties basically consist of information-gathering functions.
(i) banks, financial institutionsentities and insurance companies;
(ii) exchange agencies and individuals or legal entities authorized by the Argentine Central Bank to operate in the purchase and sale of foreign currency in the form of cash or checks drawn in foreign currency or by means of credit or debit cards or in the transfer of funds within Argentina or abroad; (iii) broker-dealers, companies managing investment funds, over-the-counter market agents, and intermediaries engaged in the purchase, lease, or borrowing of securities; (iv) armored transportation services companies and companies or concessionaires rendering postal services that carry out foreign currency transfers or remittance of different types of currency or notes; (v) governmental organizations, such as the Central Bank, the AFIP, the National Superintendence of Insurance (Superintendencia de Seguros de la Nación), the CNV and the IGJ; (vi) professionals in economics sciences and notaries public; and (vii) individualsnatural and legal entities acting as trustees of any kind and individuals or legal entities related directly or indirectly to trust accounts, trustees and trustors under trust agreements.
(iii) settlement and clearing agents, trading agents; natural and/or legal persons registered with the CNV acting in the placement of investment funds or other collective investment products authorized by such agency; crowdfunding companies, global investment advisors and the legal persons acting as financial trustees whose trust securities are authorized for public offering by the CNV, and the agents registered by the above mentioned controlling agency that intervene in the placement of negotiable securities issued within the framework of the UIF,above mentioned financial trusts;
(iv) government organizations such as amended or supplemented by Resolutions No. 52/2012 and 140/2012 (“Resolution 229”)the Central Bank, the Federal Public Revenue Administration (“AFIP”, is applicable to brokers and brokerage firms, companies managing common investment funds, agentsas per its acronym in Spanish), the Superintendence of Insurance of the over-the-counter market, intermediariesNation (“SSN”, as per its acronym in Spanish), the CNV and the IGJ; and
(v) professionals in the purchase or leasingarea of securities affiliated with stock exchange entities with or without associated markets,economic sciences and intermediary agents registered on forwards or option markets. Resolution 121notaries public.
The Reporting Subjects have the following duties:
(i) obtaining from clients’ documents that indisputably prove their identity, legal status, domicile and Resolution 229 regulate, among other things,information, concerning their operations needed to accomplish the obligation to collect documentation from clients and the terms, obligations and restrictions for compliance with the reporting duty regarding suspicious money laundering and terrorism financing transactions.intended activity (know your customer policy);
(iii) refraining from disclosing to the client or third parties the actions being conducted in compliance with the AML/ CFT Law. Within the framework of suspicious operation report analysis, Reporting Subjects shall not object disclosure to UIF of any information required from them alleging that such information is subject to banking, stock market or professional secrecy or confidentiality agreements of a legal or contractual nature.
Pursuant to Annex I of Resolution No. 94/16 established that the legally bound reporting parties under Resolution 121 may apply simplified due diligence measures for customer identification when opening a savings account (i.e., presentation of identification, PEP declaration and verification that the holder is not on the lists of terrorists and/or terrorist organizations) in cases where the client meets certain specified requirements. According to this resolution, the simplified identification measures do not release the legally bound reporting party from the duty of monitoring the operations carried out by such customer. Also, if any154/2018 of the requirements statedUIF (which establishes the supervision and inspection mechanism of the UIF), both the Central Bank and the CNV are considered “Specific Control Agencies”(“Órganos de Contralor Específico”). In such capacity, they must collaborate with the UIF in the resolution cannot be verified,evaluation of compliance with AML/CFT procedures by the legally bound reporting parties must applyReporting Subjects subject to their control. For these purposes, they are entitled to supervise, monitor and inspect these entities. Denial or obstruction of inspections by the identification measures set outReporting Subjects may result in Resolution 121.
The Central Bank and the CNV must also comply with anti-money launderingthe AML/CFT regulations set forthestablished by the UIF, including the reporting of suspicious transactions. In turn, Reporting Subjects regulated by these agencies are subject to UIF Resolutions No. 30/2017 and 21/2018, respectively. Such regulations provide guidelines that such entities shall adopt and apply to manage, in accordance with their policies, procedures and controls, the risk of being used by third parties for criminal purposes of money laundering and financing of terrorism.
Asset Freezing Regime
Decree No. 918/2012 establishes the procedures for the freezing of contributors and/or creditorsassets linked to terrorism financing, and the origincreation and legalitymaintenance procedures (including the inclusion and removal of suspected persons) for registries created in accordance with the funds so contributed or loaned) are to be considered legally boundrelevant United Nations Security Council’s resolutions.
Additionally, UIF Resolution No. 29/2013, regulates the implementation of Decree No. 918/2012 and establishes: (i) the procedure to report under the Anti-Money Laundering Law, and therefore must comply with all the laws and regulations in force in connection with anti-money laundering andsuspicious transactions of terrorism financing including resolutions issued byand the UIF, presidential decrees referringpersons obligated to resolutions issueddo so, and (ii) the administrative freezing of assets procedure on natural or legal persons or entities designated by the United Nations Security Council pursuant to Resolution 1267 (1999) and subsequent, or linked to criminal actions under Section 306 of the Argentine Criminal Code, both prior to the report issued pursuant to UIF Resolutions No. 121 and 229, and as mandated by the UIF after receiving such report.
In order to help the Reporting Subjects to fulfill these duties, Executive Decree No. 489/2019 created the Public Registry of Persons and Entities linked to acts of Terrorism and its Financing (RePET, for its acronym in connectionSpanish), which is an official database that includes the consolidated list of the United Nations Security Council.
Politically Exposed Persons
Resolution No. 134/2018 of the UIF (amended by Resolutions No. 15/2019 and 128/2019), establishes the rules that Reporting Parties must follow regarding clients that are Politically Exposed Persons (PEPs).
Following the aforementioned RBA, Resolution 134/2018 establishes that Reporting Parties must determine the level of risk at the time of beginning or continuing the contractual relationship with a PEP, and must take due diligence measures, adequate and proportional to the fight against terrorismassociated risk and the resolutions (and the related annexes) issued by the Ministry of Foreign Affairs. In addition, the CNV rules impose certain restrictions in connection with payment arrangements (limiting, among other things, the cash amount that the entities set forth therein could receiveoperation or pay per day and per client, to Ps.1,000) and impose certain reporting obligations.operations involved.
In addition, the UIF has issued the Guide for the management of risks of money laundering and financing of terrorism in relation to customers (and ultimate beneficiaries) that are PEPs, which sets up guidelines for Reporting Parties in order to comply with the Resolution No. 134/2018.
CNV rules establishRegulations
The CNV regulations stipulate, among other provisions, that the above-mentioned entitiesReporting Subjects under its control shall only be able to carry out any transactions contemplatedperform the operations provided for under the public offering system when such transactionsthese operations are carried outperformed or ordered by persons organized,constituted, domiciled or resident in dominions,countries, domains, jurisdictions, territories or associated States includedstates not considered to be non-cooperative or high risk by the FATF.
Similarly, they establish the payment modalities and control procedures for the reception and delivery of funds from and to clients.
Central Bank Rules
Pursuant to Communication “A” 6399 of the Central Bank, as amended and supplemented, including without limitation, by Communication “A” 6709, Reporting Subjects must keep - for a period of 10 years - written records of the procedure applied in each case for the discontinuation of a client's operations. Among these records, they shall keep a copy of any notification sent to the customer requesting further information and/or documentation, the corresponding notices of receipt and the documents identifying the officials who took part in the cooperating countries list containeddecision, in Executiveaccordance with the respective procedural manuals.
Tax Amnesty System
The voluntary system of declaration under the Tax Amnesty Lawand its Regulatory Decree No. 589/2013, section 2(b). When such persons are not included in such list and in their home jurisdiction qualify as registered intermediaries in an entity under control and supervision of a body that carries out similar functions to those carried out by895/16 (jointly the CNV, they will only be allowed to carry out such transactions if they provide evidence indicating“Tax Amnesty System”) established that the relevant securities and exchange commission in their home jurisdiction has signed a memorandum of understanding for cooperation and exchange of information with the CNV.
Corporate Criminal Liability Law
For an extensive analysis of the money laundering regime in effect as of the date of this annual report, investors should consult legal counsel and read Title XIII, Book 2 of the Argentine Criminal Code and any regulations issued by the UIF, the CNV and the Central Bank in their entirety. For such purposes, interested parties may visit the websites of the Argentine Ministry of TreasuryEconomy, at www.argentina.gob.ar/economia, the Argentine Ministry of Justice and Public Finance,Human Rights, at www.infoleg.gov.ar,www.infoleg.gob.ar, the UIF, at www.uif.gov.ar,www.argentina.gob.ar/uif, the CNV, at www.cnv.gob.ar,www.argentina.gob.ar/cnv, or the Central Bank, at www.bcra.gov.ar.www.bcra.gov.ar. The information found on such websites is not a part of this annual report.
| Item 4.C | Organizational structure |
The following diagram illustrates our organizational structure as of the date of this annual report. Percentages indicate the ownership interest held.
Percentages reflect our equity interests in the operating companies TJSM, TMB and CVO. After the plants have been operational for ten years, their ownership will be transferred to the operating companies. For |
| (2) | Percentages indicate direct and, through Inversora de Gas del Centro S.A. -IGCE-, indirect investments of the Company in DGCU, DGCE. |
| (3) | The percentage for Energía Sudamericana S.A., includes a 2.45% direct interest plus a 41.06% indirect interest in its capital stock, through our equity interest in IGCE. The percentage for Coyserv S.A. includes a 32.21% indirect interest in its capital stock, through our equity interest in IGCE, DGCE and DGCU. |
| (4) | See “Item 4.B. Business overview—Our Subsidiaries” |
For morefurther information on our subsidiaries, see “Item 4.B. Business overview—Our Subsidiaries.”
Property, Plant and Equipment
Most of our property, plant and equipment is intended to be used in the generation of electric power and 100.00% of it is located in Argentina.
We have no significant assets under capital lease or lease agreements.
The following table provides certain information regarding the operation of our power plants that we owned as of December 31, 2017:
Site | Unit | Installed capacity | Type | Fuel type (if any) | ||||
| Puerto Complex | MW | |||||||
| Puerto Nuevo plant | 589 | MW | ||||||
| 145 | MW | Thermal | NG / FO | |||||
| 194 | MW | Thermal | NG / FO | |||||
| 250 | MW | Thermal | NG / FO | |||||
| Nuevo Puerto plant | 360 | MW | ||||||
| 110 | MW | Thermal | NG / FO | |||||
| 250 | MW | Thermal | NG / FO | |||||
| Puerto cycle plant | MW | |||||||
| MW | Thermal | NG / GO | ||||||
| Piedra del Águila | 1,440 | MW | ||||||
| Piedra del Águila plant | 1,440 | MW | ||||||
| PAGUHI | 1,440 | MW | Hydroelectric | |||||
| Luján de Cuyo | MW | |||||||
| Luján de Cuyo plant | MW | |||||||
| MW | Thermal | NG | ||||||
| MW | Thermal | NG / GO | ||||||
| MW | Thermal | NG / GO | ||||||
| 60 | MW | Thermal | NG / FO | |||||
| 60 | MW | Thermal | NG / FO | |||||
| MW | Thermal | NG / GO | ||||||
| 47.25 | MW | Thermal | NG / GO | |||||
| LDCUTG27 | 48.07 | MW | Thermal | NG / GO | ||||
| LDCUHI | 1 | MW | Hydroelectric | |||||
| MW | ||||||
| Brigadier López plant | BLOPTG01 | 280.5 | MW | Thermal | NG / GO | |
| Terminal 6 | Terminal 6 plant | TER6TG01 | 291 | MW | Thermal | NG/ GO |
| La | 130 | |||||
| La Genoveva II wind farm | 88.2 | |||||
| La Genoveva II wind farm | GNV2EO | 41.80 | MW | Wind | ||
| La Castellana | 116 | MW | Wind | |||
| La Castellana I wind farm | LCASEO | 100.80 | MW | Wind | ||
| La Castellana II wind farm | LCA2EO | 15.2 | MW | Wind | ||
| Achiras | 127,8 | MW | ||||
| Achiras wind farm | MW | |||||
| MANQEO | 57 | MW | Wind | |||
| Los Olivos wind farm | OLIVEO | 22.8 | MW | Wind |
Reference: NG: natural gas; FO: fuel oil; GO: gas oil
La Castellana I, La Castellana II, Achiras, Manque, Los Olivos, La Genoveva II and La Genoveva I wind farms are owned by CP La Castellana S.A.U., CPR Energy Solutions S.A.U., CP Achiras S.A.U., CP Manque S.A.U., CP Los Olivos S.A.U, Vientos La Genoveva II S.A.U, and Vientos La Genoveva I S.A.U., respectively, the first five of which are fully owned subsidiaries of CP Renovables S.A. while the last two are a fully owned subsidiary of Central Puerto S.A. See “Item 4.B. Business Overview—Our Subsidiaries”.
We believe that all of our production facilities are in good operating condition. We believe that we have satisfactory title to our plants and that our facilities are in accordance with standards generally accepted in the electric power industry. As of December 31, 2017,2020, the consolidated net book value of our property, plant and equipment was Ps.7.43Ps.79.2 billion.
The following table lists the value of our property, plant and equipment as of December 31, 2017:2020:
Main Item | As of December 31, 2020 |
(in thousands of Ps.) | |
| Lands and buildings | |
| Electric power facilities | |
| Wind turbines | 21,710,239 |
| Gas turbines | |
| Construction in progress | |
| Others | |
| Total |
For information on our plants under construction, see “Item 5.A Operating Results—Proposed Expansion of Our Generating Capacity.”
| Item 5.A | Operating Results |
This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Forward-looking Statements,” “Item 3.D Risk Factors,” and the matters set forth in this annual report generally.
This discussion should be read in conjunction with our audited consolidated financial statementsAudited Consolidated Financial Statements which are included elsewhere in this annual report.
Financial Presentation
We maintain our financial books and records and publish our consolidated financial statements in Argentine pesos, which is our functional currency. Our audited consolidated financial statementsAudited Consolidated Financial Statements are prepared in Argentine pesos and in accordance with the IFRS as issued by the IASB.
Factors Affecting Our Results of Operations
Argentine Economic Conditions
We are an Argentine sociedad anónima (corporation). Substantially all of our assets and operations and our customers are located in Argentina. Accordingly, our financial condition and results of operations depend to a significant extent on macroeconomic and political conditions prevailing from time to time in Argentina.
As Central Puerto is affected by the conditions of Argentina’sArgentina’s economy, which have historically been volatile, and have negatively and materially affected the financial condition and prospects of multiple industries, including the electric power sector, the following discussion may not be indicative of our future results of operations, liquidity or capital resources.
The following table sets forth information about certain economic indicators in Argentina for the periods indicated. For information regarding the reliability of this data and why we present three measurements of inflation, see “Item“Item 3.D. Risk Factors—Factors—Risks Relating to Argentina—Argentina—The credibility of several Argentine economic indices has been called into question, which has led to a lack of confidence in the Argentine economy and could affect your evaluation of the market value of the ADSs.”
2016 | 2017 | 2018 | 2019 | 2020 | |
| Economic activity | |||||
Nominal GDP in current US$(1) (in millions of US$) | 554,448 | 642,413 | 516,981 | 448,431 | 321.108 |
Real gross domestic investment(2) (pesos of 2004) (% change) as % of GDP | (3.78)% | 9.30% | (3.39)% | 14.04% | -3.47% |
| Price indexes and exchange rate information | |||||
INDEC CPI (% change)(3) | 16.9% | 24.8% | 47.6% | 53.8% | 36.1% |
| Economic activity | |||||
Inflation (as measured by the City of Buenos Aires CPI) (% change)(4) | 41.0% | 26.1% | 45.50% | 50.60% | 30.5% |
Inflation (as measured by the Province of San Luis CPI) (% change)(4) | 31.5% | 24.3% | 50.00% | 57.60% | 41.8% |
| Wholesale price index (WPI) (% change) | 34.5%(5) | 18.8% | 73.50% | 58.50% | 35.4% |
Nominal exchange rate(5) (in Ps./US$ at period end) | 15.89 | 18.65 | 37.70 | 58.89 | 84.15 |
2012 | 2013 | 2014 | 2015 | 2016 | 2017(1) | |
| Economic activity | ||||||
Nominal GDP in current US$(2) (in millions of US$) | 579,400 | 610,760 | 563,955 | 642,665 | 551,792 | 641.958 |
Real gross domestic investment(3) (pesos of 2004) (% change) as % of GDP | (6.1)% | (0.1)% | (4.35)% | 0.71% | (3.12)% | 8.21% |
| Price indexes and exchange rate information | ||||||
INDEC CPI (% change)(4) | 10.8% | 10.9% | 24.0% | 11.9% | 16.9% | 24.8% |
| Economic activity | ||||||
Inflation (as measured by the City of Buenos Aires CPI) (% change)(5) | N/A | 26.60% | 38.0% | 26.9% | 41.0% | 26.1% |
Inflation (as measured by the Province of San Luis CPI) (% change)(5) | 23.1% | 32.0% | 39.4% | 31.6% | 31.5% | 24.3% |
| Wholesale price index (WPI) (% change) | 13. 1% | 14.7% | 28.3% | 10.6%(5) | 34.5%(5) | 18.8% |
Nominal exchange rate(6) (in Ps./US$ at period end) | 4.92 | 6.52 | 8.55 | 13.00 | 15.89 | 18.65 |
Sources: Ministry of Public Works of Argentina, Banco de la Nación Argentina and Instituto Nacional de Censos y Estadísticas (INDEC).
| (1) | |||
Calculations based on the nominal GDP in pesos as reported by INDEC in December | |||
| (2) | Calculations for years |
| The |
(4) | On January 8, 2016, based on its determination that the INDEC had failed to produce reliable statistical information, including with respect to CPI, the Macri administration declared the national statistical system and the INDEC in a state of administrative emergency through December 31, 2016. The INDEC implemented certain methodological reforms and adjusted certain macroeconomic statistics on the basis of these reforms. See |
(5) | Pesos to U.S. dollars exchange rate as quoted by the Banco de la |
According to the revised data published by the INDEC on March 21, 2017, in 2012, Argentina’sArgentina’s real GDP dropped 1.0%. This economic contraction was attributed to local and external factors, primarily the deceleration of growth in developing economies, including Argentina’sArgentina’s principal trading partners, and an extended drought affecting agricultural production. Following the contraction in 2012, Argentina’sArgentina’s real GDP recovered in 2013, growing 2.4% as compared to 2012, as domestic demand in 2013 helped to offset weak demand from the rest of the world. In 2014, Argentina’sArgentina’s real GDP decreased 2.5%, compared to 2013, reflecting the impact of the deceleration of growth in developing economies on Argentina’sArgentina’s exports, growing uncertainty in the financial sector and fluctuations in foreign exchange rates.
In 2015, Argentina’s real GDP increased by 2.7%, primarily as a result of (i) a 3.5% increase in gross investment, mainly due to a 5.9% increase in gross investments and a 2.5% increase in construction investments; and (ii) a 6.9% increase in public sector consumption and a 3.7% increase in private sector consumption. These factors were partially offset by a 4.7% increase in imports, driven by the expansion of economic activity, which resulted in a negative trade balance.
During 2017, as compared to 2016, Argentina’sArgentina’s GDP increased 2.9%2.7%, primarily as the result of (i) an increase of a 11.3%12.2% in gross investments, (ii) a 3.6%4% increase in private consumption and (iii) a 2%2.7% increase in public consumption (iv) a 0.4%1.7% increase in exports. These factors were partially offset by an increase of 14.7%15.4% in imports.
During 2018, as compared to 2017, Argentina’s GDP decreased 2.5%, primarily as the result of (i) a decrease of a 5.8% in gross investments, (ii) a 2.4% decrease in private consumption and (iii) a 3.3% decrease in public. These factors were partially offset by a decrease of 5.1% in imports.
During 2019, as compared to 2018, Argentina’s GDP decreased 2.2%, primarily as the result of a 15.9% decrease in capital goods investments, a 6.4% decrease in private sector consumption, and a 1.5% decrease in public consumption. These factors were partially offset by a 9.4% increase in exports and a 18.7% decrease in imports.
During 2020 as compared to 2019, Argentina’s GDP decreased 9.9%, primarily as the result of a 13% decrease in capital goods investments, a 13.1% decrease in private sector consumption, and a 4.7% decrease in public consumption and a 17.7% decrease in exports and a 18.1% /decrease in imports.
As of the date of this annual report, the country faces significant challenges, including the need to attract investments in capital goods that will permit sustainable growth and reduce inflationary pressures, as well as renegotiate utility contracts and resolve the current energy crisis. While the Macri administration has begun implementing reforms that we believe will improve the long-term fundamentals of the electric power sector, making the sector more market-driven and sustainable, the macroeconomic context and the imbalances (including high inflation, fiscal deficit, trade restrictions) deriving from policies adopted during recent years represent substantial obstacles to the policy shifts announced by the Macri administration. See “Item“Item 3.D. Risk Factors—Factors—Risks Relating to Argentina.”Argentina”, in particular “—the Novel Coronavirus could have an adverse effect on our business operations and financial conditions”, which describes the potential impact of COVID-19 over certain of our projects, which could have a material adverse impact on our financial condition and results of operations, “Item 3.D. Risk Factors—Risks relating to our business— Factors beyond our control may affect or delay the completion of the awarded projects, or alter our plans for the expansion of our existing plants” and “Item 5.B—Liquidity and Capital Resources”.
In light of these uncertainties, the long-term evolution of the Argentine economy remains uncertain. The real GDP growth rate increaseddecreased in 2017,2019, and the inflation rate was 24.8. According to53.83%. In 2020, the IMF, slight upturn inreal GDP growth rate decreased, and the inflation rate was 36.1%.
During 2019, aggregate economic activity is expected for 2018, paired with lower inflation than in 2017, asArgentina was mainly affected by periods of volatility in the anti-inflation policies implementedexchange rate and financial indicators, which increased after the primary elections held in August. After a modest economic recovery registered through the second quarter of the year, the financial turmoil in the third quarter generated a double dip in the activity. In general terms, most economic sectors were adversely affected by the Argentine Central Bank are expectedgeneral macroeconomic context to reduce inflation during 2018.different degrees (with the exception of the agricultural sector that outperformed significantly). During 2020, aggregate economic activity in Argentina was mainly affected by COVID-19 and the quarantine measuares imposed causing a sharp drop in activity as many industries closed. In the third quarter of 2020 and due to a more flexible quarantine, aggregate economic activity started to recovered by with levels below the ones before que COVID-19 crisis.
Inflation
Argentina has faced and continues to face inflationary pressures. From 2012 to date, Argentina experienced increases in inflation as measured by CPI and WPI that reflected the continued growth in the levels of private consumption and economic activity (including exports and public and private sector investment), which applied upward pressure on the demand for goods and services.
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. See “Item“Item 3.D. Risk Factors—Factors—Risks Relating to Argentina—Argentina—If the current levels of inflation do not decrease, the Argentine economy could be adversely affected.”
Inflation increases also have a negative impact on our cost of sales, selling expenses and administrative expenses, in particular our payroll and social security charges. 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 for the energy we produce.
IAS 29, Financial Reporting in Hyperinflationary Economies, requires that financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, whether based on the historical cost method or on the current cost method, be stated in terms of the measuring unit current at the end of the reporting period. Even though the standard does not establish an absolute rate at which hyperinflation is deemed to arise, it is common practice to consider there is hyperinflation where changes in price levels are close to or exceed 100% on a cumulative basis over the last three years, along with other several macroeconomic-related qualitative factors.
Due to macroeconomic factors, the triennial inflation was above that figure in 2018 and Argentina has been considered hyperinflationary since July 1, 2018. Such conditions remained during 2019 and 2020. See “Risks Relating to Argentina—As of July 1st, 2018, the Argentine Peso qualifies as a currency of a hyperinflationary economy and we are required to restate our historical financial statements to apply inflationary adjustments, which could adversely affect our results of operations and financial condition and those of our Argentine subsidiaries” and “—If the current levels of inflation do not decrease, the Argentine economy could be adversely affected.”
Therefore, our financial statements as of and for the year ended December 31, 2020, including the figures for the previous periods (this fact not affecting the decisions taken on the financial information for such periods), and unless otherwise stated, the financial information included elsewhere in this annual report, have been restated to consider the changes in the general purchasing power of the functional currency of the Company (Argentine peso) pursuant to IAS 29 and General Resolution no. 777/2018 of the CNV.
Furthermore, as a consequence of the application of IAS 29, maintaining net 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.
Accordingly, we have recognized a gain regarding the effect of adjustment by inflation of Ps 1,159 million for 2020 and we have recognized a loss of Ps. 3,311 million and Ps.8,453 million in our financial statements for the years ended , 2019, and 2018, respectively. See Note 2.1.2 to our financial statements.
Law 27,468 also substituted the wholesale price index (“WPI”) for the CPI as the index to benchmark tax indexation and modified the standards for triggering the tax indexation procedure. In addition, Law 27,468 provides that during the first three years beginning on January 1, 2018, tax indexation will be required if the variation of the CPI exceeds 55% in 2018, 30% in 2019 and 15% in 2020. The Solidarity Law amended the periods which the tax indexation should be allocated. 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, shall be charged one sixth (1/6) in that fiscal year and the remaining five sixths (5/6), in equal parts, in the next five fiscal years. For 2020 and 2019, we recorded a net loss of Ps. 1,520 million and Ps. 505 million, respectively, in our Income Tax line item of our Statement of Income regarding the application of the above-mentioned tax inflation adjustment.
The Impact of COVID-19
On March 11, 2020, the World Health Organization characterized the COVID-19 as a pandemic. Hence, several measures have been undertaken by the Argentine government has initiated a reorganizationand other governments around the globe; however, the virus continues to spread globally and, as of the INDEC. This bodydate of these financial statements, it has published dataaffected more than 150 countries and territories around the world, including Argentina. To date, the outbreak of the novel coronavirus has caused significant social, operational, economic and market disruption. The prolonged restrictive measures, including policies limiting the efficiency and effectiveness of our operations such as home office policies, put in place in order to control the outbreak of COVID-19 has had, and may continue to have, a material and adverse effect on the evolutionour business operations. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects it may continue to have on the global political and economic conditions in the long term.
Additionally, how the disease will evolve in Argentina cannot be predicted, nor what additional restrictions the Argentine government may impose can be anticipated.
On March 19, 2020, President Alberto Fernández issued Decree No. 297/2020, establishing a Quarantine. The decree imposed a nation-wide mandatory lockdown, initially until March 31, 2020, whereby only exceptional and essential activities and internal travel are allowed, deployment of security forces for the enforcement of lockdown. The mandatory lockdown ordered by Decree No. 297/2020, was effective between March 20 and March 31, 2020, inclusive, that was subsequently extended on several occasions until November 9, 2020, the date on which the measure of DISPO took effect in most of the WPIcountry, although certain urban agglomerates, departments and CPIparties in some provinces were maintained under the preventive and mandatory social isolation, in both cases until November 29, 2020. The DISPO period was accompanied by a series of relaxations to the originally imposed limitations, such as the circulation without the need of an enabling certificate between the areas subject to the DISPO, the performance of economic, industrial, commercial or service activities, which have an operating protocol approved by the health authorities, and artistic and sporting activities under certain circumstances. As of the date of this annual report, different regions of Argentina have switched between the Quarantine and DISPO periods, depending on the epidemiological situation of each area. In addition, due to the worsening of the epidemiological situation in Argentina, as well as the large increase in the number of daily COVID-19 cases, the Executive Branch continues to tighten the measures required to tackle the rising in coronavirus cases.
On April 8, 2021, by means of the Decree No. 235/2020, the Argentine Government established new general prevention measures focused on mitigating the spread of COVID-19. The prevention measures will be in place until April 30, 2021, inclusive. By means of Article 11 of the Decree, the following activities were suspended throughout the national territory during the entire duration of the Decree: (i) group travel for various purposes, and (ii) activities and social gatherings in private homes of more than 10 persons. In addition, the decree established a series of sanitary parameters to define which districts and departments of Argentina will qualify as "places of epidemiological and sanitary risk" and the suspension of the following activities in those regions during the entire term of the decree: (i) activities and social meetings in private homes; (ii) activities and social gatherings in outdoor public spaces of more than 20 people; (iii) the practice of sports in closed places where more than 10 people participate or that do not allow maintaining the minimum distance of 2 meters between participants, with certain exceptions; (iv) activities of casinos, bingos, discotheques and party halls; and (v) gastronomic premises between 11:00 p.m. and 6:00 a.m. the following day. In addition, the Decree established a new traffic restriction between midnight and 6:00 a.m. the following day in those places with high epidemiological and sanitary risk. On the other hand, the same decree provided for the 2016 period asextension until April 30, 2021 inclusive of December 31, 2016, but has not published WPI informationthe border closure provided for by Decree No. 274/20 (as extended and supplemented). On April 14, 2021, new measures were announced for the monthsMetropolitan Area of NovemberBuenos Aires, among them, the restriction of traffic between 8:00 p.m. and December 2015 or CPI information6:00 a.m., the suspension of classes and of recreational, social, cultural, sports and religious activities carried out in closed places. In line with this, on April 16, 2021, Decree No. 241/21 was published in the Official Gazette which established, among other issues, (i) to extend the suspension of the duty of attendance at the workplace for the monthspersons covered by the terms of November 2015Resolution No. 207/20, extended by Resolution No. 296/20, and amended by Resolution No. 60/21 of the Ministry of Labor, Employment and Social Security; (ii) to provide for the suspension of on-site classes and non-school on-site educational activities at all levels and in all its modalities in the agglomerate of the Metropolitan Area of Buenos Aires (AMBA), from April 19 to April 2016. The WPI30, 2021, inclusive; (iii) to provide for the period January-December 2016 was 34.5%, whilesuspension, during the CPIterm of the referred decree, of commercial centers and shopping malls, all sports, recreational, social, cultural and religious activities carried out in closed environments, commercial premises, except for the period April-December 2016exceptions set forth in Article 20 of the decree, between 7:00 p.m. and 6:00 a.m., and all other activities carried out in closed environments, commercial premises, except for the exceptions set forth in Article 20 of the decree, between 7:00 p.m. and 6:00 a.m., gastronomic premises (restaurants, bars, etc. ), between 7:00 p.m. and 6:00 a.m. the following day, except for home delivery and pick-up at the establishment in nearby premises, while between 6:00 a.m. and 7:00 p.m., gastronomic establishments may only serve their customers in outdoor spaces; (iv) to provide that the public urban and interurban passenger transportation service may only be used by persons involved in the activities, services and situations included in the terms of Article 11 of Decree No. 125/21; and (v) to establish the restriction to circulate from 8:00 p.m. to 6:00 a.m. of the following day in the agglomerate of the AMBA.
As an additional measure to contain the expansion of COVID-19, international travel (except for certain specific repatriation flights) was 16.9%suspended for several months. As of the date of this annual report, reception of international flights from certain countries is restricted, in accordance with Administrative Decision No. 2252/20, extended by Administrative Decisions Nos. 2/21, 44/21, 155/21 and 219/21, which was also complemented by Administrative Decision No. 268/21, and Administrative Decision No. 342/21 until April 30, 2021.
Pursuant to Decree 297/2020, minimum shifts ensuring the operation and maintenance of electric energy generators were exempted from the Quarantine. Although operations personnel could continue their activities, under certain health and sanitary precautions, the rest of the personnel continued working remotely. Furthermore, on April 7, 2020, pursuant to Administrative Decision 468/2020 issued by the chief of staff, the construction of private sector energy infrastructure was included within the activities exempted from the ASPO.
We have identified the following items where this crisis has had, and may continue to have, an impact in the Company
Operations - Power generation
Reduction in the electric energy dispatched. Due to the Quarantine, most of the businesses in Argentina, especially in the industrial sector, have not been able to continue operating normally. According to information from CAMMESA, at the beginning of Quarantine the total electric energy demand had significantly declined. At the time, this reduction had an impact in our thermal energy generation, in particular our units with higher heat rate (less efficient).
Despite the fact that CAMMESA is paying its obligations, the reduced economic activity due to the Quarantine may also affect the cash flow of CAMMESA and our private clients and it may increase the delays in their payments and the risk of uncollectability of private clients.
Personnel safeguard.
The Quarantine may also affect the provision of essential supplies. Although the provision of the necessary supplies is also considered an essential activity under the enacted emergency framework and usually a stock of spare parts is kept as backup, the Company cannot assure that the provision of the necessary supplies will not be affected. Furthermore, the measures taken by foreign countries in which some of our supplies and spare parts are produced, may also affect our stock of spare parts. Any delay in the provision of essential equipment or supplies may affect the Company’s operations.
Projects under construction/development
COVID-19 outbreak has had an impact on the projects that were and are under construction. Therefore, there have been delays in the completion dates originally set.
Since the issuance of Administrative Decision 468/2020 abovementioned, the project construction activities were resumed. This required the implementation of health safety measures according to the requests established and recommended by health authorities. As a result, a procedure and a protocol were drafted, which must be complied with by the personnel, contractors and subcontractors.
Regarding wind farm La Genoveva, on February 21, 2020, Vestas Argentina S.A. notified the Company that the COVID-19 outbreak affected its manufacturing activities worldwide, causing delays on the supply chain for the delivery of certain Chinese-origin manufacturing components required for the completion of the wind turbines. In its communication, Vestas Argentina S.A. did not specify the specific impact this situation may have on the agreed upon schedule. However, based on that communication, delays on the project’s completion was reasonably expected. Therefore, the Company sent a notice to CAMMESA reporting the updates received from Vestas Argentina S.A., in accordance with the force majeure clauses of the Supply of Renewable Electrical Energy entered into with CAMMESA, in order to avoid potential penalties should the project suffer unexpected and unforeseen delays. On April 7, 2020, CAMMESA acknowledged receipt of that notice and asked for a report on the consequences that the force majeure events have had on the schedule of the project. The construction of the wind farm has been resumed on April 9, 2020. Since then, the Company has sent to CAMMESA several notices informing: the impact this force majeure event had on the project and the measures taken within the COVID-19 protocol abovementioned, reaffirming its request to abstain from imposing sanctions for the delays, and requesting to obtain an extension in the commercial operation date of the wind farm. The main events impacting on the project execution schedule were the following: i) delays in the international manufacturing and delivery, ii) delays in the manufacturing and/or supply of local equipment, components and parts, iii) restrictions on the transport of material and components, iv) restrictions on the working methods due to compliance with COVID-19 health protocols that reduce the productivity of processes and tasks, and v) the borders lockdown that prevent foreign specialists from entering to conduct assembly or installation processes and for the start-up. In this regard, on June 10, 2020, the Secretariat of Energy ordered CAMMESSA to temporarily suspend the calculation of the terms set forth for the projects that had not obtained the commercial authorization, among which wind farm La Genoveva is included, for a maximum postponement term of six months from March 12 to September 12, 2020. Therefore, the committed commercial authorization of the wind farm was extended until November 22, 2020. Finally, on November 21, 2020, the commercial authorization for the total capacity of the farm was granted.
The Quarantine also affected the construction of the Terminal 6-San Lorenzo thermal plant. After the Quarantine was lifted according to Administrative Decision 468/2020, construction was resumed on April 27, 2020. Additionally, as mentioned above, travel restrictions and national borders lockdown imposed by the government, among others, delayed the arrival of necessary personnel for the project, some of which were expected to arrive from countries affected by the outbreak. Therefore, the Company notified CAMMESA and the Energy Secretariat on the situation and requested: (i) the suspension of agreement terms as from March 20, 2020 and until the situation is normalized, and (ii) the non-application of sanctions for the case in which the Company cannot comply with the committed dates on the wholesale demand agreement entered into with CAMMESA, so as to avoid possible sanctions stemming from a delay in the completion of the project due to unforeseen and inevitable reasons. In this sense, on June 10, 2020, the Secretariat of Energy ordered CAMMESA to temporarily suspend the calculation of the terms set forth for those projects that had notobtained the commercial authorization, among which the cogeneration station Terminal 6 - San Lorenzo is included, for a maximum postponement term of six months from March 12 to September 12, 2020. Therefore, the committed commercial authorization of the thermal plant was extended until March 5, 2021. On July 15, 2020, the Company communicated the Secretariat of Energy, with copy to CAMMESA, that the temporary suspension of the terms is not sufficient to comply with the new terms under the wholesale demand agreement since the numerous measures adopted due to COVID-19 generated a strong slowdown in all the activities related to the work of the cogeneration unit Terminal 6 - San Lorenzo. Dated September 10, 2020, the Undersecretariat of Electrical Energy granted a new suspension of the terms for the commercial authorization of the projects between September 12, 2020 and November 25, 2020, being subject to certain requirements to be fulfilled before CAMMESA. The Company has requested, both CAMMESA and the Secretariat of Energy, the extension of the new commercial authorization of the project “Terminal 6 - San Lorenzo” until July 30, 2021. On November 21, 2020, the open cycle commercial operation started. As of the date of this annual report the last WPI released bynecessary works for finishing the INDEC wasproject are in course.
The effects of the COVID-19 crisis pose challenges to the beginning of works for 18.8%, 2017,closing of the combined cycle at the Brigadier López plant and the cumulative inflation ratedevelopment of the El Puesto solar farm, delaying the start of construction of these projects, not only because of the restrictions to the construction mentioned above, but also due to lower energy demand and difficulties to obtain the necessary financing for projects in the three-year period ended that month measured on the basis of said index without computing missing data of inflation for the months of November and December 2015 was approximately 76.8%.current market situation.
Access to conclude that the Argentine peso should be regarded as the currency of a hyperinflationary economy, accordingCapital Markets
Due to the guidelinesoutbreak of IAS 29. Hence,COVID-19, access to the audited consolidatedcapital and financial statements included herein have not been restated into constant currency. For more information, see Note 2.2.2markets in Argentina and/or in foreign markets may also be substantially reduced. Although cash flow and liquidity is deemed sufficient to meet our audited consolidated financial statements.
Natural gas distribution operating segment
Additionally, the Covid-19 pandemic crisis may also affect the natural gas distribution associate’s income (ECOGAS Group). Although such economic activity was exempt from the Quarantine, the economic downturn as a consequence of this measure is expected to reduce the volumes distributed to the clients. Moreover, some measures adopted by the Argentine government to mitigate the effects of the Covid-19 outbreak in the economy are also expected to affect ECOGAS Group financial performance. For example, the government has ruled a 180-day period, starting on March 1, 2020, where the suspension of the natural gas service is not permitted, upon certain circumstances and limited to certain users; that period was subsequently extended until December 31, 2020. Moreover, tariff increases remain suspended as of the date of this annual report.
We will continue taking all the available measures to mitigate the effects that the Covid-19 pandemic crisis has or may have on the operations, the projects undergoing and the Comapy’s financial position.
Foreign Currency Fluctuations
We are exposed to exchange rate risk in connection with the U.S. dollar to the Argentine peso exchange rate, as part of our capital expenditures, financial obligations and operating expenditures wereare denominated in U.S. dollars. This exchange rate risk was greater prior to February 2017, as before then, our main source of revenue was denominated in Argentine pesos. See “Item“Item 3.D. Risk Factors—Factors—Risks Relating to Argentina—FluctuationsArgentina—Significant fluctuations in the value of the peso could adversely affect the Argentine economy and, in turn, adversely affect our results of operations”operations” and “Item“Item 10.D. Exchange Controls.”
As of December 31, 2017,2020, we did not have derivatives that met the requirements established by IFRS to be designated as an effective hedge for this particular risk. However, asAs of December 31, 2017,2020, we had accountstrade receivable, financial assets available-for-sale, financial assets at fair value through profit or loss, cash and short-term investments denominated in foreign currency totaling US$58.50469.0 million, while at the same time we had liabilities denominated in foreign currency totaling US$109.03 million and, hence, as of such date, our exposure to changes in foreign currency was substantially mitigated. In addition, we had forward exchange contracts (U.S. dollar futures). We used these contracts to manage a portion of the exposure to the risk inherent to our transactions. Although the forward exchange contracts did not meet the requirements set forth in IFRS to be designated as a cash flow hedge, they were carried out for periods of time that correlate with the exchange risk exposure associated with the underlying transactions. For more information, see “—Market Risk Analysis.”611.6 million.
Any significant devaluationdepreciation of the peso would result in an increase in the cost of servicing our debt and in the cost of imported supplies or equipment and, therefore, may have a material adverse effect on our results of operations. With respect to fuels used in connection with the energy we sell under the Energía Base (which represented more than 95%around 45.86% of our energy sales in terms of output in 2016)2020), the exposure to changes in fuel prices is not material since, under current applicable regulation, the fuel for the electric power sold under the Energía Base is required to be acquired from and supplied by CAMMESA, free of any cost to us; hence, it is not currently an integral part of the price charged by the generator.
The Argentine governmentGovernment has taken measures to normalizestabilize the macroeconomicforeign exchange situation, including reducing restrictions to accessing international financing, eliminating exchange controlsthe purchase of foreign currency, and entering into agreements with hold-out creditors.in some cases, an additional tax. For morefurther information, see “Item“Item 10.D. Exchange Controls.”
Our Revenues
The following chart shows a breakdown of our revenues from continuing operations for the periods indicated:
Year ended December 31, | ||||||
2017 | 2016 | 2015 | ||||
(in thousandsof Ps.) | Percentageof revenues | (in thousandsof Ps.) | Percentage ofrevenues | (in thousandsof Ps.) | Percentage ofrevenues | |
| Energia Base (Resolution SE No. 19/2017 and 95/2013, as amended)(1) | 5,175,825 | 86.89% | 3,114,552 | 87.42% | 2,317,042 | 87.30% |
| Electric power sold on the spot market(2 | 472,447 | 7.93% | 231,192 | 6.49% | 189,487 | 7.14% |
| Sales under contracts(3) | 167,124 | 2.81% | 107,873 | 3.03% | 96,082 | 3.62% |
| Steam sales(4) | 141,200 | 2.37% | 108,308 | 3.04% | 43,331 | 1.63% |
| Rendering of services | - | 0.00% | 796 | 0.02% | 8,238 | 0.31% |
| Total revenues from ordinary activities | 5,956,596 | 100% | 3,562,721 | 100.00% | 2,654,180 | 100% |
2020 | 2019 | 2018 | ||||
(in thousands of Ps.) | Percentage of revenues | (in thousands of Ps.) | Percentage of revenues | (in thousands of Ps.) | Percentage of revenues | |
Energía Base (Resolution SE No. 19/2017, SGE 70 and 95/2013, as amended)(1) | 17,473,763 | 45.86% | 37,273,808 | 76.14% | 26,530,179 | 88.80% |
Sales under contracts(2) | 18,395,788 | 48.27% | 10,007,294 | 20.44% | 1,878,157 | 6.29% |
Steam sales (3) | 1,064,771 | 2.79% | 591,732 | 1.21% | 515,089 | 1.72% |
| Resale of gas transport and distribution capacity | 394,841 | 1.04% | 389,746 | 0.80% | 406,058 | 1.36% |
| Revenues from CVO thermal plant management | 778,997 | 2.04% | 694,643 | 1.41% | 546,244 | 1.83% |
| Total revenues from ordinary activities | 38,108,160 | 100% | 48,957,223 | 100% | 29,875,727 | 100% |
| (1) | Includes (i) sales of energy and power to CAMMESA remunerated under Resolution No. 95, | |
(2) | Includes (i) term market sales under contracts, |
| (3) | Includes steam sold under steam sale contract with YPF from the Luján de Cuyo Plant. |
In addition, we sell generation capacity and electric power under negotiated contracts with private sector counterparties under the Energía Plus and other outstanding contracts with private sector counterparties that were entered into prior to the implementation of the Energía Base (both shown under the line item “Sales“Sales under contracts”contracts”). Sales under contracts generally involve PPAs with customers and are contracted in U.S. dollars. The prices in these contracts include the price of fuel used for generation, the cost of which is assumed by the generator. For terms longer than one year, these contracts typically include electric power price updating mechanisms in the case of fuel price variations or if the generator is required to use liquid fuels in the event of a shortage of natural gas.
Below we summarize key aspects of our most significant sources of revenue, which include: (i) the Energía Base, (ii) contracts with YPF for energy and steam, and (iii) electric power sold on the spot market.
The Energía Base
The Energía Base accounts for our largest source of revenue. Resolution SE No. 95/13, which was enacted in February 2013, changed the manner in which electric power was remunerated in the spot market and established the Energía Base. SinceFrom February 2017 to February 28, 2019 (included), sales under the Energía Base arewere regulated by Resolution SEE No. 19/17. Since March 1, 2019, the Energía Base sales have been regulated by Resolution SRRyME No. 1/19. and finally, since February 2020 Energía Base Sales are regulated by Resolution SE No 31/20.
Under Resolution SE No. 95/13, as amended, the applicable regulatory entity (as of the date of this annual report, the Secretariat of Electric Energy and in prior years the former Secretariat of Electric Energy) set electric power prices that were updated annually. Under this framework, generators were remunerated and collected their revenues in the form of cash and receivables (LVFVD) based on the following concepts:
Effective February 2014 and 2015, prices were increased by the enforcement authority through Resolution SE No. 529/14 (“(“Resolution No. 529”529”) and Resolution SE No. 482/15, respectively. These increases were intended to allow generators to cover, at least in part, increases in business costs resulting from inflation and the currency devaluation. However, in light of the fact that the resolutions failed to provide a pricing mechanism with a pre-established frequency, the adjustments were discretionary.
Within this framework, in March 2016, the Secretariat of Electric Energy enacted Resolution SEE No. 22/16, whereby it adjusted the electric power prices established through Resolution SE No. 95/13. These adjustments became effective as of February 2016. In reference to the rationale for this resolution, the Secretariat of Electric Energy noted that it was enacted “for“for the sole purpose of supporting the operation and maintenance of affected equipment and power stationsplants on a provisional basis, until the regulatory measures being considered by the executiveExecutive branch come into force progressively with the aim of returning the WEM to normal.”
Fixed costs remuneration | |||
| Unit | Power (MW) | Ps./MW as perRes. 22/16 | Res. 482/15 vs. Adjustment |
| Gas turbine | P<50 | 152.3 | 69.98% |
| Steam turbine | P<100 | 180.9 | 70.02% |
| P>100 | 129.2 | 70.00% | |
| Combined cycle | P<150 | 101.2 | 70.08% |
| P>150 | 84.3 | 69.96% | |
| Hydroelectric plant | P>300 | 59.8 | 119.85% |
Variable costs remuneration | |||||
As per Res. 22/16 | |||||
| Unit | Natural gas | Liquid | Biodiesel | Hydro | Res. 482/15 vs. Adjustment |
Pesos/MWh | % | ||||
| Gas turbine | 46.3 | 81.1 | 154.3 | — | 40.01% |
| Steam turbine | 46.3 | 81.1 | 154.3 | — | 40.01% |
| Combined cycle | 46.3 | 81.1 | 154.3 | — | 40.01% |
| Hydroelectric plant P>300 MW | — | — | — | 36.7 | 40.08% |
| Unit | Non-Recurring maintenance remuneration Res. 22/16 | Res. 482/15 vs. Adjustment |
Pesos/MWh | % | |
| Steam turbine and gas turbine | 45.1 | 59.93% |
| Combined cycle | 39.5 | 59.92% |
| Hydroelectric | 10 | 25.00% |
On January 27, 2017, the Secretariat of Electric Energy issued Resolution SEE No. 19/17 (published in the Official Gazette on February 2, 2017), which replaced Resolution SE No. 95/13, as amended.
Pursuant to this resolution, which was in effect until February 28, 2019 (included), the Secretariat of Electric Energy established that electric power generators, co-generators and self-generators acting as agents in the WEM and which operate conventional thermal power plants, may make guaranteed availability offers (ofertas de disponibilidad garantizada) in the WEM. Pursuant to these offers, these generation companies may commit specific capacity and power output of the generation, provided that such capacity and energy had not been committed under PPAs entered into in accordance with (i) Resolutions Nos. 1193/05, 1281/06, 220/07, 1836/07 and 200/09 of the former Secretary of Energy, (ii) Resolution No. 21/16 of the Secretariat of Electric Energy and (iii) Resolutions Nos. 136/16 and 213/16 of the Ministry of Energy and Mining, as well as PPAs subject to a differential remuneration scheme established or authorized by the Ministry of Energy and Mining. The offers must be accepted by CAMMESA (acting on behalf of the WEM agents demanding electric power), which entity will be the purchaser of the power under the guaranteed availability agreements (compromisos de disponibilidad garantizada). Resolution SEE No. 19/17 establishesestablished that such agreements may be assigned to electricity distribution companies and Large Users of the WEM once the state of emergency of the electric power sector in Argentina has ended (according to Decree No. 134/1995, such emergency was declared until December 31, 2017). Generator agents fully or wholly-owned by the Argentine government arewere excluded from the scope of Resolution SEE No. 19/17.
The term of the guaranteed availability agreements isin Resolution SEE No. 19/17 was 3 years, and their general terms and conditions arewere established in Resolution SEE No. 19/17.
The remuneration in favor of the generator iswas calculated in U.S. dollars pursuant to the formulas and values set forth in the aforementioned resolution, and comprises of (i) a price for the monthly capacity availability and (ii) a price for the power generated and operated. See “Item“Item 4.B. Business Overview—The Argentine Electric Power Sector—Sector—Remuneration Scheme—Scheme—The CurrentPrevious Remuneration Scheme.Scheme—Resolution SEE No. 19/17.”
Resolution SEE No. 19/17 also establishesestablished that WEM agents that operate conventional hydroelectric power plants, pumped hydroelectric power plants and power plants using other energy resources shall be remunerated for the energy and capacity of their generation units in accordance with the values set forth in such resolution, and provided that such energy and capacity has not been committed under PPAs entered into in accordance to Resolutions Nos. 1193/05, 1281/06, 220/07, 1836/07 and 200/09 of the former Secretary of Energy, Resolution No. 21/16 of the Secretariat of Electric Energy, and Resolutions Nos. 136/16 and 213/16 of the Ministry of Energy and Mining.
On November 11, 2018, the Secretariat of Energy issued Resolution SGE No. 70/2018, which substitutes Art. 8 of Res. SE 95/2013. This new resolution allows electric energy generators, self-generators, and cogenerators acting in the WEM to purchase their own fuel. However, prior commitments assumed by generators with CAMMESA for energy supply contracts are not altered by this new regulation. If generation companies opt to take this option, CAMMESSA will value and pay the generators their respective fuel costs in accordance with the Variable Costs of Production (CVP) declared by each generator to CAMMESA. According to CAMMESA’s procedure, the machines with the lower CVPs are dispatched first, and consequently, may produce more electric energy. The Agency in Charge of Dispatch (Organismo Encargado del Despacho or “OED” using the Spanish acronym) -CAMMESA- will continue to supply the fuel for those generation companies that do not elect to take this option.
On December 27, 2019, the Ministry of Productive Development issued Resolution MDP No. 12/2019, repealing Resolution SGE No. 70/2018 and restoring Art. 8 of Res. SE 95/2013. Beginning January 2020, CAMMESA became the only fuel supplier for generation companies, except for (i) thermal units that had prior commitments with CAMMESA for energy supply contracts with their own fuel management and (ii) thermal units under the Energía Plus regulatory framework, authorized under Resolution SE No.1281/05 to supply energy to large private users.
During 2020, Central Puerto purchased the necessary fuel (natural gas) for the operation of some of its thermal units, as shown below:
Month (of 2020) | m3 | m3 | m3 |
| ene-20 | 18,088,392 | - | - |
| feb-20 | 16,072,372 | - | - |
| mar-20 | 14,878,904 | 1,347,914 | - |
| abr-20 | 18,432,877 | 494,651 | - |
| may-20 | 18,656,982 | - | - |
| jun-20 | 17,998,719 | - | - |
| jul-20 | 19,668,405 | 184,674 | - |
| ago-20 | 19,373,108 | 2,087,863 | - |
| sep-20 | 17,802,098 | 2,136,118 | - |
| oct-20 | 15,576,045 | 2,181,899 | 41,589 |
| nov-20 | 17,809,551 | 2,168,889 | 1,930,951 |
| dic-20 | 18,302,991 | 2,079,354 | - |
| Total 2020 | 212,660,444 | 12,681,362 | 1,972,540 |
Prices for sales of energy under Resolution SE No. 95/13 framework were set and paid in pesos, while prices under Resolution SEE No. 19/17 arewere set in U.S. dollars and paid in pesos at the exchange rate as of day prior to the last daydue date of the month.each monthly sale of energy under Resolution SEE No. 19/17. In both cases, prices do not include the cost of fuel as, under these regulations, they are provided to the applicable generation company by CAMMESA free of charge.
Payments by CAMMESA to generators related to the sale of energy under the Energía Base during each month are due 42 days following the end of such month. As a result of delays in payments from distributors due to frozen tariffs, since 2012 we have seen a delay in the full payment for the monthly transactions by CAMMESA, which completes their monthly payment on average 68 days following the end of the relevant month, and on occasion as many as 101 days following the end of the month. However, sincefrom September 2016 we have beento November 2017 CAMMESA has paid without delays, and since then, there were short periods in full withinwhich CAMMESA experienced delays in paying. (for further information on the 42 days following the endduration of each month, as provided for in the Regulatory Framework (as defined below)these delays see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk”).
From March 1, 2019, a new remuneration scheme for Energía Base came into force with Resolution SRRyME No. 1/19, which decreased the prices for power capacity and energy sold for these units.
On February 27, 2020, the Secretariat of Energy issued Resolution 31/20 applicable from February 1, 2020, which replaces the regulatory framework for Energía Base. The main changes were:
| ● | Prices are set in Argentine pesos. |
| ● | Initial variable energy price although denominated in Argentine pesos, remained almost unchanged. The applicable exchange rate between the new price in Argentine pesos and the previous price in U.S. dollars was Ps.60 per U.S. dollar, similar to the average exchange rate during January 2020, of Ps. 60.01 per US dollar. |
| ● | Initial power price for energy from thermal units were approximately reduced by16% and set in Argentine pesos. |
| ● | Generation units with less than 30% Utilization Factor in the last twelve months receive 60% of the price, compared to up to 70% before. Additionally, if the Utilization Factor is between the 30-70% threshold the generation units receive a linear proportion between 60 and 100% of the power price, and if the Utilization factor is 70% or greater, the generation units receive 100% of the price. |
| ● | Initial fixed power price for hydroelectric plants was approximately reduced by 45 % and set in Argentine pesos. |
| ● | A new remuneration scheme for peak demand hours generation was established to partially mitigate the fixed power price, taking into consideration the equipment the generating company has. |
| ● | The prices set in pesos will have a monthly adjustment with the following formula: (i) 60% of the CPI, plus (ii) 40% of the WPI (Stated in Annex VI of the Resolution 31). |
However, the Secretary of Energy instructed CAMMESA to postpone until further notice the application of Annex VI, related to the price update mechanism described under “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme”. Accordingly, CAMMESA did not receive any further notice from Secretary of Energy, therefore update mechanism never took place. The postponement of the price update mechanism has resulted in a material adverse effect on our business and results of operations, as tariffs continued to be fixed in pesos while inflation, devaluation and operating cost have increased significantly.
For further information see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme” and “—The Previous Remuneration Scheme.”
Electric Power Sold on the Spot Market
Until October 31, 2017, when our contract with YPF for the purchase of electric power expired, in the La Plata plant we sold the energy in excess of YPF’sYPF’s demand on the spot market under the regulatory framework in place prior to Resolution SE No. 95/13. See “Item“Item 4.B. Business Overview—The Argentine Electric Power Sector—Sector—Structure of the Industry—Industry—Generation and the WEM—WEM—Electricity Dispatch and Spot Market Pricing prior to Resolution SE No. 95/13.”
The remuneration that generators receive for electric power sales in the spot market under such prior framework is determined on an hourly basis by CAMMESA (pursuant to Resolutions Nos. 1/2003 and 240/2003 of the Secretary of Energy and Annex 5 of the Procedures), and it is comprised of (i) the price for the electric power sold (which price varies according to the technology of the generation unit and its power capacity and the connection node in which the generator is connected to the grid and the generation costs in which they incur) and (ii) a price for the power capacity of the generations units made available by the generator in order to supply the electric power. Both prices are determined by CAMMESA. In order to determine such electric power prices, CAMMESA takes into account certain costs, mainly: (i) fuel costs (applying, according to Resolution No. 240/2003, the cost of the acquisition of natural gas, regardless of whether or not the generation units run on natural gas or another kind of fuel, and assuming full availability of natural gas) and (ii) maintenance and operation costs.
According to the abovementioned Resolution No. 240/2003, if CAMMESA has to impose restrictions on the electric power demand, the maximum applicable spot price of the electric power would be Ps.120 per MWh. Because most generators use other types of fuel, not just natural gas, the spot price they receive for the electric power sold, pursuant to the abovementioned regulations, usually does not cover the variable costs incurred in order to generate and supply electric power. To make up such difference, those generators are further compensated by a stabilization fund (“(“Stabilization Fund”Fund”), which was created to absorb the differences between the seasonal price and the spot price in the WEM. However, because of shortages in the Stabilization Fund, payments out of the fund for such compensation is subject to the application of the payment priorities set forth in Resolution No. 406/03 by the Secretary of Energy. For morefurther information, see “Item“Item 4.B. Business Overview—The Argentine Electric Power Sector—Sector—Structure of the Industry—Industry—Shortages in the Stabilization Fund and Responses from the Argentine government.Government.”
Within our financial line item for electric power sold in the spot market, we also include the revenues that we receive from CAMMESA under Resolution No. 724/2008, relating to agreements with CAMMESA to improve existing power generation capacity. Under agreements entered into with CAMMESA under Resolution No. 724/2008, we committed to maintain certain minimum levels of monthly availability for each unit specified in the agreements for a period of seven years, during which time we are entitled to receive monthly U.S. dollar-denominated payments. In the event a particular unit falls below the minimum level of monthly availability, the monthly payment for that unit is reduced accordingly.
Following the La Plata Plant Sale Effective Date, we no longer sell electric power on the spot market in the La Plata plant.
As of December 31, 2017, the La Plata plant was classified as a disposal group held for sale and its respective results for years ended December 31, 2018, and 2017 as a discontinued operationoperations in our audited consolidated financial statements.Audited Consolidated Financial Statements. Effective as of January 5, 2018, we sold the La Plata plant to YPF EE. For further information, see “Item 4. Information4.A. History and development of the Company—Recent Developments—La Plata Plant Sale”.
Sales Under Contracts, and Steam Sales and Others
Agreement for supplying energy and steam to YPF and purchasing fuel from YPF—La Plata plant
We had an agreement with YPF for supplying energy and steam that expired on October 31, 2017, with respect to energy supply, and terminated on the La Plata Plant Sale Effective Date, with respect to steam supply. Pursuant to this agreement, YPF (i) purchased, until October 31, 2017, electric power produced by the La Plata plant, and until La Plata Plant Sale Effective Date, (ii) purchased all the steam produced by the La Plata plant and (iii) supplied the La Plata plant with all the necessary gas oil and natural gas for the operation of the plant. YPF also supplied the water in the conditions required to be converted into steam, which was then delivered to YPF through a connecting steam duct. We were in charge of maintaining and operating the co-generation plant.
The power supplied to YPF was 73 MW (out of a total installed capacity of the La Plata plant of 128 MW) throughout the contract term, under take-or-pay (TOP) conditions with respect to the energy produced. This power was delivered to three different YPF plants through the SADI: (i) 41 MW for the La Plata refinery, (ii) 22 MW for the LujáLuján de Cuyo refinery and (iii) 10 MW for the Ensenada petrochemical complex. This contract is denominated and invoiced in U.S. dollars, but can be adjusted in the event of variations in U.S. dollar-denominated fuel prices for fuel necessary for power generation.
As of December 31, 2017, the La Plata plant was classified as a disposal group held for sale and its respective results for years ended December 31, 2018 and 2017 as a discontinued operationoperations in our audited consolidated financial statements.Audited Consolidated Financial Statements. Effective as of January 5, 2018, we sold the La Plata plant to YPF EE. For further information, see “Item 4. Information4.A. History and development of the Company—Recent Developments—La Plata Plant Sale”.
Steam supply to YPF—Luján de Cuyo plant
Under a 20-year contract signed in 1999, we supplysupplied YPF the steam generated at our LujáLuján de Cuyo plant by the “Alstom”“Alstom” units with inputs provided by YPF under a take-or-pay contract. This contract is denominated and invoiced in U.S. dollars, but can be adjusted in the event of variations in U.S. dollar-denominated fuel prices for fuel necessary for power generation. On February 8, 2018, we entered into an agreement to extend this steam supply agreement with YPF for a period of up to 24 months from January 1, 2019 under the same terms and conditions or until the new co-generation unit begins operations, whatever happenshappened first. On December 15, 2017, we also executed a new steam supply contract with YPF for a period of 15 years that willin order to replace our existing contract with YPF and will begin whenafter the commencement of operations of the new co-generation unit, at our Lujáwhich started operations on October 5, 2019, replacing the previous combined heat and power (CHP), and supplies up to 125 metric tons per hour of steam to YPF’s refinery in Luján de Cuyo under a steam supply agreement. This contract is denominated and invoiced in U.S. dollars, but can be adjusted in the event of variations in U.S. dollar-denominated prices for fuel necessary for power generation. For further information on the steam supply agreements with YPF for the Luján de Cuyo plant, begins operations.see “Item 5.A. Operating Results—Factors Affecting Our Results of Operations—Sales Under Contracts, Steam Sales and Others —Steam supply to YPF—Luján de Cuyo plant”.
Steam supply to T6 Industrial S.A.—Terminal 6 San Lorenzo plant
On December 27, 2017, we entered into a final steam supply agreement with T6 Industrial S.A. for the new co-generation unit at our Terminal 6 San Lorenzo plant.
Resale of natural gas transportation capacity
The contract between us and TGS for the natural gas transportation capacity has remained effective after the La Plata Plant Sale. Pursuant to the terms of our agreement with YPF EE, we resell our gas transportation capacity to YPF EE through the resale system established by Resolution ENARGAS 419/97. The resale under such system is open to third parties and consequentially does not ensure that YPF EE will receive the gas transportation capacity needed to operate the La Plata plant. Therefore, on January 25, 2018, we requested to be registered with the Ministry of Energy and the ENARGAS as a natural gas seller to permit the resale of our gas transportation capacity to YPF EE without the risk of intervention from interested third parties. On July 20, 2018, we were effectively registered as natural gas sellers.
Electric Power Demand and Supply
Demand for electric power depends, to a significant extent, on economic and political conditions prevailing from time to time in Argentina, as well as seasonal factors. In general, the demand for electric power varies depending on the performance of the Argentine economy, as businesses and individuals generally consume more energy and are better able to pay their bills during periods of economic stability or growth. As a result, electric power demand is affected by Argentine governmentalGovernmental actions concerning the economy, including with respect to inflation, interest rates, price controls, taxes and energy tariffs.
Following the 2001-2002 economic crisis, demand for electric power in Argentina grew consistently each year driven by the economic recovery and frozen tariffs. During 2014, electric power demand grew 0.98% compared to 2013, from 125,239 GWh to 126,467 GWh. During 2015, electric power demand grew 4.45% compared to 2014, from 126,467 GWh to 132,110 GWh, while during 2016, electric power demand grew 0.65% to 132,970 GWh. A new 26,320 MW record of capacity load was registered on February 8, 2018, which was 3.7% above the peak for 2016.2016.On January 29, 2019 there was a new record for energy demand for a business day of 544.4 GWh.
Electricity generation increased by 2.2% in 2020, from 131,246 GWh in 2019 to 134,171 GWh in 2020. Electricity generation decreased by 0.1%4.54% in 2017,2019, from 136,600137,482 GWh in 20162018 to 136,436131,246 GWh in 2017. For the year ended December 31, 2016, electric power2019. Electricity generation increased by 1.04%0.75% in 2016,2018, from 135,200136,465 GWh in 20152017 to 136,600137,482 in 2016. For the year ended December 31, 2015, electric power generation increased by 4.15%, from 129,815 GWh in 2014 to 135,200 GWh.
2018.
The chart below shows the supply of electric power in Argentina by source, including generation within Argentina from hydroelectric, thermal, nuclear, renewables, as well as electric power imported from neighboring countries (net of exports):
Source: CAMMESA.
The following chart shows the demand of energy for the year ended December 31, 2017:2020:
| Demand by region for year 2017 | Total energy demand(1) | Generation of Central Puerto plants(2)(3) | |||||
| Puerto Complex La Plata Plant | Luján deCuyo Plant | Piedra del AguilaPlant | |||||
| MWh | % | MWh | % | MWh | % | ||
| Gran Buenos Aires | 15,183,712 | 9,574,056 | 63.05% | ||||
| Litoral | 11,476,012 | ||||||
| Buenos Aires | 5,151,017 | ||||||
| Centro | 8,192,078 | ||||||
| Noroeste | 50,151,288 | ||||||
| Noreste | 16,037,928 | ||||||
| Cuyo | 9,367,352 | 3,169,942 | 33.84% | ||||
| Comahue | 11,463,580 | 3,719,206 | 32.44% | ||||
| Patagonia | 5,403,096 | ||||||
| Demand by region for year 2020 | Total | Generation of Central Puerto plants(2)(3) | |||||||||||||||||||||||
| Energy | Puerto Complex | Luján de Cuyo Plant | Brigadier López Plant | Terminal 6 Plant | Piedra del Águila Plant | La Castellana | La Castellana II | Achiras | Los Olivos | Manque | La Genoveva I | La Genoveva II | |||||||||||||
Demand (1) | MWh | % | MWh | % | MWh | % | MWh | % | MWh | % | MWh | % | MWh | % | MWh | % | MWh | % | MWh | % | MWh | % | MWh | % | |
| Great Buenos Aires Area | 48.385.733 | 6.796.036 | 14,0% | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |
| Litoral | 15.344.771 | - | - | - | 70.533 | 0,5% | 12.498 | 0,1% | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| Province of Buenos Aires | 14.474.361 | - | - | - | - | - | - | - | - | - | 437.246 | 3,0% | 73.547 | 0,5% | - | - | - | - | - | 98.995 | 0,7% | 190.410 | 0,5% | ||
| Center | 11.086.185 | - | - | - | - | - | - | - | - | - | - | - | - | - | 212.656 | 1,9% | 87.423 | 0,8% | 228.103 | 2,1% | - | - | - | - | |
| Northwest | 10.433.016 | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| Northeast | 9.604.816 | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| Cuyo | 7.948.205 | - | 2.686.028 | 33,8% | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| Patagonia | 5.212.520 | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Comahue | 4.816.402 | - | - | - | - | - | - | - | 3.435.186 | 71,3% | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| (1) | Demand data for |
| (2) | Generation data for |
| (3) | Generation by Central Puerto plants. |
During 2017,2020, thermal generation continued to be the main resource used tosource of electricity supply, energy demand, contributing 88.46282,333 GWh (64.84%(61.4%), followed by hydroelectric generation net of pumping, which contributed 39,58429,093 GWh (29.01%(21.7%), nuclear generation, which contributed 5,71610,011 GWh (4.19%(7.5%) and photovoltaic and wind generation, which contributed 2,67412,734 GWh (1.96%(9.5%). There were also imports to cover domestic demand, in the amount of 7341,204 GWh (50.08%(8.9% of the total energy supplied, 56% lower than in 2016)2019) from Uruguay, Chile, Paraguay and Brazil, and exports to Brazil Chile and Uruguay in the amount of 69 GWh (78.84% lower3,089Wh (1.083% higher than in 2016)2019) and transmission losses in the amount of 4,2744,392 GWh (2.57% higher(1.08% lower than in 2016)2019).
Hydroelectric generation in 20172020 registered a 9.37%17.7% decrease when compared to 2019, mainly due to a decrease of water levels, while thermal generation registered an increase of 2.7% mainly due to lower domestic demand, and the introduction of new renewable energy units. Nuclear generation registered a 26.3% increase when compared to 2016, mainly2019, due to more available waterhigher generation availability in the Comahue Region, while thermal and nuclear generation registered a 1.78% decrease and 25.54% decrease, respectively, when2020, as compared to 2016.2019. In this sense, thermal generation continued to be the main source for the supply of electric power, fueled both by natural gas and by liquid fuels (diesel oil and fuel oil), as well as mineral coal, mainly during the winter months. Finally, renewable energy generation increased 63% as compared to 2019, mainly due to the introduction of new wind and solar farms.
During 2017,2020, generation facilities increased their installed capacity from 33,97039,704 MW in 20162019 to 36,15041,951 MW. This increase was caused mainly by the installationcommencement of operations of new combined cyclesthermal and gas turbines.
The State of Emergency of the Argentine Electric Power Sector
In December 2015, the electedprior administration of President Mauricio Macri enacted Decree No. 134/2015 declaring the state of emergency of the Argentine electric power sector until December 31, 2017. Pursuant to such decree, the Ministry of Energy was entrusted with the duties of developing and putting in place an action plan in connection with the electric power generation, transportation and distribution segments in order to improve the quality and security of electric power supply and guarantee the provision of this public service under suitable technical and economic conditions. These goals requirerequired additional investments in the several sectors of the productive chain in order to accommodate Argentina’sArgentina’s electric power supply and demand, which represent both a challenge and an opportunity for the sector’ssector’s players.
With respect to electric power generation, the Ministry of Energy has publicly noted in 2016 the need for new generating capacity, which it has stated should be addressed by the expansion of thermal and renewable energy sources by private sector companies, and, consequently, it has takentook measures to boost generation capacity in order to ensure the supply of electric power and reduce the need for imports from neighboring countries. In this respect, the Ministry of Energy has stressed that the country needsneeded to incorporate 10 GW of generating capacity from conventional energy sources and 10 GW of generating capacity from renewable sources in order to meet increasing demand over the next ten years. Due to the situation of the industrial sector and the macroeconomic situation in Argentina, which led to a decrease in the demand of electric energy generation, it is unclear if the current administration will continue to pursue that goal.
Public Bid Process for Thermal Energy Generation Units
Pursuant to Resolution SEE No. 21/16, the Secretariat of Electric Energy called for bids to install new thermal generation units to become operational between Summer 2016/2017 (some of which are now operational) and Summer 2017/2018. The power generation companies awarded the bids entered into a PPA with CAMMESA, denominated in U.S. dollars, and electric power and capacity from these units will be remunerated at the price indicated in the bid and under the terms established in Resolution SEE No. 21/16.
Pursuant to Resolution SEE No. 287-E/17, the Argentine governmentGovernment called for proposals for the supply of electric power to be generated through existing units, the conversion of open combined cycle units into closed combined cycle units or the installation of co-generation units. The main objectives behind this process were to (i) increase the supply of electric power generation from thermal generation units and (ii) strengthen the reliability of the Argentine electric power system with efficient generation units that have their own permanent and guaranteed fuel supply thus reducing the need for electric transportation and lowering the costs of the Argentine governmentGovernment and the WEM.
Public Bid Process for New Renewable Energy Generation Units
On March 22, 2016, the Secretariat of Electric Energy called for bids to install 1,000 MW of new renewable energy units (the “RenovAR Program”“RenovAR Program”). This bid process is governed by Law No. 27,191 and Decree No. 531/16, which encouraged the increase of energy generation from renewable sources by providing, among other things, significant tax benefits. See “Item“Item 4.B. Business Overview—The Argentine Electric Power Sector—Sector—Structure of the Industry—Industry—RenovAR (Round 1, Round 1.5 and Round 2): Bidding Process for Renewable Energy Generation Projects.”
During 2015, electric power generation from renewable sources was 0.4% of the total supply of electric power in Argentina. As established in Section 2 of the Law referenced above, the purpose of this law is to have these renewable energy sources account for, at least, 8% of Argentina’sArgentina’s electric power consumption by December 31, 2017. During the second stage of the “National“National System for the Promotion of the Use of Renewable Energy Sources for Electricity Production,” the goal is to have renewable energy sources account for 12% of Argentina’sArgentina’s electric power consumption by December 31, 2019, 16% by December 31, 2021, 18% by December 31, 2023 and 20% by December 31, 2025, pursuant to Law No. 27,191.
The above framework provides a significant growth opportunity in the field of clean and renewable energies, especially considering that Large Users will be required to purchase energy from renewable sources in the same percentages mentioned above, and will be subject to penalties if they do not comply with these requirements.
Resolution No. 136/16, issued by the Ministry of Energy and Mining and published in the Official Gazette on July 26, 2016, launched the public auction process for submitting bids for Round 1 of the RenovAR Program. On October 7, 2016, the Ministry of Energy and Mining finalized the auction process for the installation of new renewable energy units and, under Resolution No. 136/16, granted awards in the amount of 1,108.65 MW, with an average price of US$59.58, including one biomass project, 12 wind energy projects and four solar energy projects. Of these, we were awarded one wind energy project for 99 MW of generating capacity at the price of US$61.50 per MWh, as further explained below in “Proposed Expansion“Expansion of Our Generating Capacity.”
On October 31, 2016 the Ministry of Energy and Mining, pursuant to Resolution No. 252/16, launched Round 1.5 of the RenovAR Program as a continuation of Round 1. On November 25, 2016, the Ministry of Energy and Mining finalized the auction process for the installation of new renewable energy units and, under Resolution No. 281/16, granted awards in the amount of 1281.5 MW, with an average price of US$53.98 per MWh, including 10 wind energy projects and 20 solar energy projects. Of these, we were awarded one wind energy project for 48 MW of generating capacity at the price of US$59.38 per MWh, as further explained below in “Proposed“Proposed Expansion of Our Generation Capacity.”
Following Rounds 1 and 1.5 of the RenovAR Program, the Ministry of Energy and Mining pursuant to Resolution No. 275/17, launched Round 2 of the program on August 17, 2017 and granted awards in the amount of 2,043 MW of renewable power capacity.
We submitted bids for Round 2 of the RenovAR Program on October 19, 2017 and, on November 29, 2017, we were awarded a wind energy project called, “La“La Genoveva I,” which will allow us to add an additional capacity of 86.6 MW to our portfolio and to continue to build a presence in the renewable energies sector. On January 11, 2018 and February 21, 2018, Vientos La Genoveva S.A. acquired ana usufruct over the land where La Genoveva I is located. On March 23, 2018, CP Renovables acquired Vientos La Genoveva S.A. and, on the same date, transformed it into a S.A.U. On August 6, 2018, Central Puerto acquired Vientos La Genoveva I from its subsidiary CP Renovables.
The chart below shows the evolution of our power generating capacity since 1990:2016:
Source: Central Puerto
| (1) |
| (2) | On June 14, 2019 we purchased the Brigadier López plant. |
As of the date of this annual report, we have an aggregate installed generating capacity of 3,6634,709 MW.
Pursuant to Resolution SEE No. 287-E/17, the Argentine governmentGovernment called for proposals for the supply of electric power to be generated through existing units, the conversion of open combined cycle units into closed combined cycle units or the installation of co-generation units. The main objectives behind this process were to (i) increase the supply of electric power generation from thermal generation units and (ii) strengthen the reliability of the Argentine electric power system with efficient generation units that have their own permanent and guaranteed fuel supply thus reducing the need for electric transportation and lowering the costs of the Argentine governmentGovernment and the WEM.
We submitted bids on August 9, 2017, and,a bid on September 25, 2017, and as a result, we were awarded the twoone co-generation projects. Our newly awardedThe Terminal 6 San Lorenzo and Luján de Cuyo projects havewill represent the following two potential sources of income: (i) electric power sales to CAMMESA through PPAs with a 15-year term which are priced in U.S. dollars; and (ii) steam sales pursuant to separate steam supply agreements, which are priced in U.S. dollars. We executed the PPAs with CAMMESA inon January 4, 2018. We executed the steam supply agreements with T6 Industrial S.A. and YPF on December 27, 2017 and December 15, 2017, respectively.
Terminal 6 San Lorenzo | ||
| Location | San Lorenzo, Province of Santa | |
Committed Commercial operation date(1) | ||
Estimated total capital expenditure (excluding VAT)(2) | US$284 million | |
| Awarded | 330 MW (for the winter) 317 MW (for the summer) | |
Expected/current power capacity(2) | ||
| Technical configuration | Co-generation system with one gas turbine and one steam turbine | |
| Electric energy segment: | ||
| Awarded electric capacity price per MW of installed capacity | US$17,000 | |
| Awarded generated energy price (without fuel cost recognition) | US$8.00 per MWh for natural gas operation and US$10.00 per MWh for gas oil operation | |
| Contract length | 15 years | |
| PPA signing date | January 4, 2018 | |
| Steam segment: | ||
| Steam production capacity | 350 tons per hour | |
| Steam buyer | T6 Industrial S.A. | |
| Contract length | 15 years |
| La Castellana Project | Achiras Project | |
| Location | Province of Buenos Aires | Province of Córdoba |
| Expected commercial operation date (1) | July 2018 | June 2018 |
| Estimated total capital expenditure (including VAT) | US$148 million | US$74 million |
| Awarded electric capacity | 99 MW | 48 MW |
| Awarded price per MWh | US$61.50 | US$59.38 |
| Contract length | 20 years, starting from commercial operation | 20 years, starting from commercial operation |
| PPA signing date | January 2017 | May 2017 |
| Number of generators | 32 | 15 |
| Capacity per unit | 3.15 MW | 3.2 MW |
| Wind turbine provider | Acciona Windpower—Nordex | Acciona Windpower—Nordex |
The original commercial operation date | (COD) committed with CAMMESA for Terminal 6 San Lorenzo wase May 22, 2020 |
| (2) | As of December 31, 2020, the executed capital expenditures for the Terminal 6 San Lorenzo project was Ps. 18.48 billion, plus the applicable value added tax. |
| (3) | The companies that were awarded projects during the bidding process were authorized pursuant to the conditions of such bidding process to exceed the power capacity of the contracts. The excess of power generated, if any, is remunerated under the Energía Base provisions. |
Accordingly, on October 1, 2019, we informed CAMMESA that, our New Committed COD was September 1, 2020 for Terminal 6-San Lorenzo and on December 18, 2019, CAMMESA and the Company entered into an amendment to the PPA.
However, due to the outbreak of COVID-19, the COD of this plant may be further delayed. On November 21, 2020, the plant obtained partial commissioning of its gas turbine (269,5 MW) to operate with natural gas and sell energy under the spot market regulation (Res. 31/2020). (See Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the completion of the awarded projects, or alter our plans for the expansion of our existing plants).
We are also currently exploring several other options to diversify our generation assets to include sustainable power generation sources and present projects in future auctions under the RenovAR Program or under new regulatory frameworks. In this sense, our renewable energy potential projects include La Castellana II, Achiras II, La Genoveva II, Cerro Senillosa and Picún Leufú, which collectively have a total potential installed capacity of 394.67 MW. Relatedly, we expect to submit bids in future roundssources. As of the RenovAr Program and/or to develop in order to supply Large Users in the renewable energy term market (see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Resolution No. 281-E/17: The Renewable Energy Term Market in Argentina ”). On January 22, 2018,date of this annual report, CAMMESA granted the energy dispatch priority for La Castellana II (15.75(15.20 MW) and, for Manque (previously a part of Achiras II) (57 MW), Los Olivos (22.82 MW) ((previously a part of Achiras II), La Genoveva II (only in an amount of 30 MW(41.80MW). As of the 81.90 MW thatdate of this annual report, we have been requested). We are currently negotiatingalready signed long-term PPA contracts with private customers for 100.00% % of the power purchase agreements for these two projects.estimated energy generation capacity of our wind farm term market projects (considering the median -Percentile 50%- of the expected energy production) developed under Resolution No. 281-E/17 regulatory framework.
We believe we are well-positioned to identify and execute new growth opportunities that emerge as a result of the government’s focus on having greater and more efficient capacity.opportunities. However, we cannot assure you that the Argentine governmentGovernment will open new auction processes or that our bids will be successful or that we will be able to enter into new PPAs in the future. Moreover, we cannot assure you that we will be able to benefit as expected from the Argentine government’s energy reforms. See “Item 3.D.“Item 3D. Risk Factors—Factors—Risks Relating to our Business—Business— Factors beyond our control may affect our ability to win public bids for new generation capacity, or affect or delay the completion of new power plants once we have beenthe awarded projects.”
Sale of the La Plata Plant
On December 20, 2017, YPF EE accepted our offer to sell the La Plata plant for a total sum of US$31.5 million (without VAT), subject to certain conditions. On February 8, 2018, after such conditions were met, the plant was transferred to YPF EE, including generation assets, personnel and agreements related to the operation and/or maintenance of La Plata plant’s assets, with effective date January 5, 2018. Consequently, as of December 31, 2017, the La Plata plant was classified as a disposal group held for sale and its respective results were classified for the years ended December 31, 2018 and 2017 as a discontinued operation. See “Item 4. Information of the Company—Recent Developments—La Plata Plant Sale” and Note 21 to our audited consolidated financial statements.
Presentation of Financial Statements in Pesos. InflationPesos
Critical Accounting Policies
This discussion and analysis of our financial condition and results of operations is based upon our audited consolidated financial statements,Audited Consolidated Financial Statements, which have been prepared in accordance with IFRS. The preparation of our audited consolidated financial statementsAudited Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.
Critical accounting policies are those that reflect significant judgments, estimates or uncertainties and could potentially lead to materially different results under different assumptions and conditions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond our control. Such changes are reflected in the assumptions when they occur. Therefore, actual results may differ from these estimates under different assumptions or conditions. These assumptions are reviewed at the end of each reporting period.
We have described below what we believe are our most critical accounting policies that involve a high degree of judgment and/or estimates and the methods of their application. For morefurther information on the accounting policies and the methods used in the preparation of the audited consolidated financial statements,Audited Consolidated Financial Statements, see Note 2.32.2 to our audited consolidated financial statements.Audited Consolidated Financial Statements.
Impairment of Property, Plant and Equipment and Intangible Assets
We assess at each reporting period-end whether there is an indicationexisting event or one that took place after the reporting period and provides additional evidence of conditions that existed at the end of the reporting period, indicates that an individual component or a group of property, plant and equipment and/or intangible assets with finitelimited useful lives may be impaired. If any indication exists, we estimate the asset’sCompany estimates the asset’s recoverable amount. An asset’sasset’s recoverable amount is the higher of the fair value less costs to sell, that asset, and itsthe value-in-use. That amount is determined for an 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 ofsuch assets that form part of theare considered together as a cash-generating unit (“CGU”(“CGU”) to which they 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.
In assessing value in use of an individual asset or CGU, 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 individual asset or CGU, as the case may be.
In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.used, including obtaining appraisals from valution specialits. These calculations are verified by valuation multiples, quoted values for similar assets on active markets and other available fair value indicators, if any.
We base our impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of our CGUsthe Company’s CGU to which the individual assets are allocated. These detailed budgets and forecast calculations generally cover a five-year period. For longer periods, if applicable, a long-term growth rate ismay be calculated and applied to project future cash flows after the fifth year. Budgets and calculations related to Complejo Hidroeléctrico Piedra del Águila are limited to the term of the concession contract.
Impairment losses of continuing operations are recognized in a specific line of the consolidated statement of income in those expense categories consistent with the function of the impaired asset generally in the cost of sales or other operating expenses.income.
In addition, for the assets for which an impairment loss had been booked, as of each reporting period-end, an assessment is made whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If
Should there be such indication exists, wetriggering event, the Company makes an estimate of the recoverable amount of the individual asset’s or CGU’s recoverable amount,of the cash generating unit, as the case may be.
A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the individual assets or CGU’sCGU’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset or CGU neither exceedsdoes not exceed its recoverable amount, nor exceedsexceed the carrying amount that would have been determined, net of the related depreciation or amortization, had no impairment loss been recognized for the asset or CGU in prior periods. Such reversal is recognized in the statement of income in the same line in which the related impairment charge was previously recognized (generally under the cost of sales or other operating expenses), unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
We have identified as indicators of potential impairment of our property, plant and equipment and our intangible assets with limited useful life, the drop in the Company´s share price, the current economic uncertainties, the suspension of the spot market price update mechanism established by Resolution 31 and, regarding to the Company´s gas turbines, the uncertainty about new projects that would enable the use of the acquired turbines.
In order to measure the recoverability of its property, plant and equipment and its intangible assets with a limited useful life that present indicators of impairment, with the exception of the generating groups classified as “Turbines”, we estimated the value in use of such assets. As a result of the recoverability analysis, we determined that the net book value of the assets related to the segment of electric power generation from renewable sources and the assets related to the thermal power stations Puerto Nuevo and Nuevo Puerto, cogeneration unit Luján de Cuyo, cogeneration unit Terminal 6 San Lorenzo and hydroelectric power station Piedra del Águila, did not exceed their recoverable value as at December 31, 2020.
CGUs Thermal Station Brigadier López and Luján de Cuyo Combined Cycle Power Plant
We determined that the net book value of the assets related to Thermal Station Brigadier López exceeded its recoverable value by approximately 2,183 million. Therefore, an impairment loss was recognized in the consolidated statement of income for the year ended December 31, 2020 as “Impairment of property, plant and equipment and intangible assets”. The impairment was allocated on a pro-rata basis to property, plant and equipment by approximately 1,584 million to "Electric power facilities", "Lands and buildings", "Construction in progress" and "Others" and to intangible assets by approximately 599.2 million. After recognizing this impairment, the net book value of property, plant and equipment and intangible assets related to Thermal Station Brigadier López amounted to approximately 9,244.6 million and 3,496.9 million, respectively.
In addition, we determined that the net book value of the assets related to the Luján de Cuyo Combined Cycle Power Plant exceeded its recoverable value by approximately 332.8 million. Therefore, an impairment loss was recognized in the consolidated statement of income for the year ended December 31, 2020 as “Impairment of property, plant and equipment and intangible assets”. The impairment was allocated on a pro-rata basis to “Electric power facilities”, “Lands and buildings” and “Others”. After recognizing such impairment, the net book value of property, plant and equipment of Luján de Cuyo Combined Cycle Power Plant is approximately 2,382.7 million.
The Company estimated the recoverable value considering probability weighted scenarios in relation with the evolution of prices for energy and power, the completion date of the Thermal Station Brigadier López cycle closing and the macroeconomic variables regarding exchange rate and inflation. This approach required preparing scenarios with different estimations of the expected cash flows considering such variables and assigning occurrence probabilities, based on our experience and expectations about the outcome of the uncertainties involved.
Key assumptions to estimate the value in use are the following:
Gross margin: the margin has been determined for the budgeted period (5 years) based on the energy prices included in Resolution 31 and applicable energy supply signed agreements, whereas the cost of sale was determined based on the costs incurred in the past. The most relevant cost was the plant maintenance, which was estimated with the provisions from the agreements in force with the supplier Siemens S.A. No impairments indicatorsgrowth rates were identified duringconsidered after the budgeted period, pursuant to IAS 36.
Discount rate: it represents the current market assessment of the specific risks of the Company, taking into consideration the time-value of money. Discount rate calculation is based on the circumstances of the market participants and it is derived from the weighted average cost of capital (WACC). The WACC rate takes into consideration both debt and equity. The cost of equity is derived from the expected return on investment by market participant investors, whereas the cost of debt is based on the conditions of the debt which market participants could access to. The specific risks of the operational segment are incorporated by applying individual beta factors, which are annually assessed from the available public information of the market.
The post-tax discount rates used for determining the value in use as of December 31, 2020 and 2019 were 13.4% and 12.3%, respectively, for the year 2021 and 2020 cashflows, and 13.7% and 12.6%, respectively, for the following years cashflows.
Any increase in the discount rate would result in an additional impairment loss.
Macroeconomic variables: estimated inflation and devaluation rates, as well as exchange rates, were obtained from external sources, which are well known consulting firms dedicated to the local and global economic analysis, widely experienced in the market. An increase in inflation rates over devaluation rates, regarding the variables considered for the determination of the value in use, would result in an additional impairment loss.
Turbines
We assessed the recoverability of our turbines as individual assets as at December 31, 2020, and determined that the net book value of the generating group General Electric, which is stored in the facilities of Nuevo Puerto power station, and the two generating groups Siemens, which are stored in the supplier’s facilities, exceeded their recoverable value by approximately 1,500.2 million. In order to determine the recoverable value of such generating groups, we considered the fair value less costs of sale approach, basing the estimation on a purchase offer received under the framework of negotiations for the sale of the generation groups Siemens, considering that such offer represented the fair value of the turbines, while in the case of the generating group General Electric the fair value less costs of sale estimation was based in the valuation performed by a hired independent specialist, adding an estimation of the necessary costs for the sale of the asset in the international market, pursuant to the customs and tax regulations in force and considering the history of operations of purchase and sale of similar assets.
The value determined for the turbines is a fair value hierarchy Level 3, using the market approach technique. The fair value of the turbines is sensitive to the following key assumptions: the reference values of transactions which involve similar gas turbines, considering the value per kW of power at the date of the valuation, of comparable equipment, taking into account technical variables, brand and model, geographic location, preservation status, use, year of origin, among others.
The impairment loss related to the above-mentioned turbines was recognized as “Impairment of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2017.2020. After the impairment, the net book value of the General Electric and Siemens generation groups amounts to approximately 1,038.1 million and 2,359.5 million, respectively.
New standards and other contingent situations arisinginterpretations adopted
As from the interpretationfiscal year beginning January 1, 2020, we have applied for the first time certain new and/or amended standards and interpretations as issued by the IASB. A brief description of current legislation, which could result inthe new and/or amended standards and interpretations adopted by us and their impact on these consolidated financial statements, are presented below.
Amendments to IFRS 3: Definition of a loss,business
In October 2018, the materializationIASB issued amendments to the definition of which dependsa business through IFRS 3 “Business combinations” to make it easier for companies to decide whether activities and assets they acquire are a business or not. The standard clarifies the minimum requirements for the existence of a business, removes the test on whether one more events occur or not. In assessing these situations, management uses its own judgment and advice of its legal counsel, both internal and external, as well asmarket participants can replace the evidence available as ofmissing elements; it adds a guide to help companies evaluate if an acquired process is significant; it reduces the related dates. If the assessment of the contingency reveals that the likelihood of the materializationdefinitions of a loss is probablebusiness and results, and it introduces an optional concentration test of reasonable value. New examples were provided together with the amount can be reliably estimated, a provision for lawsuits and claims is recorded as of the end of the reporting period.amendments.
In October 2018, IASB issued amendments to IAS 1 “Presentation of Financial Statements” and to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” to align the definition of “material” through the standards and to clarify certain aspects of the definition. The new definition establishes that: “Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide benefits to all of our unionized employees when they are vested with the right to the ordinary retirement benefits granted by the Argentine Integrated Social Security System (Sistema Integrado Provisional Argentino), based on certain multiples of their salaries. Further, we grant seniority-based benefits to all trade-union employees when reachingfinancial information about a specific level of seniority, based on their normal salaries.reporting entity.”
The amount recognized asamendment to the definition of material did not have a liability for such benefits includessignificant impact on the present valueconsolidated financial statements of the liability at the end of the reporting period, and it is determined through actuarial valuations using the projected unit credit method. Actuarial valuations employ several assumptions that might differ from the developments that will actually occur in the future. These assumptions include the assessment of the discount rate, future salary increases and mortality rates. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, the benefit obligations are sensitive to changes due to these assumptions. These assumptions are reviewed at least annually at the end of the each reporting fiscal year.
IFRS Standards and Interpretations Issued but not yet Effective
The following new and/or amended standards and interpretations have been issued but were not effective as of the date of issuance of our audited consolidated financial statements.Audited Consolidated Financial Statements. In this sense, only the new and/or amended standards and interpretations that the Company expects to be applicable in the future are indicated. In general, the Company intends to adopt these standards, as applicable, when they become effective.
On January 23, 2020, the IASB issued an amendment to IAS 1 - Presentation of financial statements that affects the classification of debts as current and non-current. The amendments affect the requirements of IAS 1 for debt presentations.
Specifically, it clarifies the criteria for the classification of debt as non-current. The application date of the amendment was fixed for the periods commenced as from January 1, 2023, with retroactive application. We are assessing the impact of these modifications in the presentation of debts.
IAS 16 - Property, plant and equipment (“PP&E”) - Proceeds before intended use
In July 2014,May 2020, the IASB issued an amendment to IAS 16, which prohibits entities from deducting from the final versioncost of IFRS 9 Financial Instruments, which establishes new requirementsPP&E the proceeds from the sale of elements produced while such asset is brought to working conditions for classification and measurementits intended use. On the contrary, the entity will recognize the proceeds for the sale of financial instruments, impairment and hedge accounting. This version adds a new impairment model based on expected losses and some minor modifications tosuch items, as their production costs, in the classification and measurement of financial assets.income for the period.
Such amendment will enter into force for the annual periods commencing as from January 1, 2022 and must be applied retrospectively to PP&E items available for their use as from the commencement of the first period presented when the Company applies the modification for the first time.
In May 2014,2020, the IASB issued IFRS 15 “Revenue from contracts with customers”,amendments to IAS 37 to specify which establishes the new model for recognizing revenue from contracts with customers. Such standard revokes the current guidelines for revenue recognition included in IAS 18 “Revenue”, IAS 11 “Construction Contracts” and related interpretationscosts an entity must include when this standard becomes effective.assessing whether a contract is onerous.
The fundamental principleamendments clarify the meaning of “costs to fulfill a contract”. Costs which are directly related to a contract of goods or services supply include both the model isincremental costs and the costs allocation directly related to satisfy performance obligations. IFRS 15 structures this principle through the following five steps:contract activities.
The new revenue model appliesU.K. Financial Conduct Authority (FCA), which is the competent authority for the regulation of benchmarks in the UK, advocated a transition away from reliance on London Interbank Offered Rate (“LIBOR”) to all contractsalternative reference rates and stated that it would no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the “FCA Announcement”). The FCA Announcement formed part of ongoing global efforts to reform LIBOR and other major interest rate benchmarks. At this time, the nature and overall timeframe of the transition away from LIBOR is uncertain and no consensus exists as to what rate or rates may become accepted alternatives to LIBOR.
In this sense, the IFRS amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with customers, except thosean alternative nearly risk-free interest rate (RFR).
The amendments include the following practical expedients:
• A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest
• Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued
• Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component
As of December 31, 2020, we had trade receivables under the scope of other IFRSs, such as lease, insurance and financial instruments contracts. Interest recognition and dividend income are not covered by this standard.
As of the date of issuancethis financial statements, the Group is evaluating the future potential impact of this annual report the Company does not expect that the adoption of this standard will have an impact on its consolidated financial position or in its results.
these amendments.
Results of Operations for the Years Ended December 31, 2017, 20162020, 2019 and 20152018
We discuss below: (i) our results of operations for the year ended December 31, 20172020 as compared with our results of operations for the year ended December 31, 2016;2019; and (ii) our results of operations for the year ended December 31, 20162019 as compared with our results of operations for the year ended December 31, 2015.2018.
On February 8, 2018, we transferred the La Plata plant to YPF EE, with an effective date as of January 5, 2018. Consequently, as of December 31, 2017 the La Plata plant was classified as a disposal group held for sale, and we present its respective results including for prior periods,the year ended December 31, 2018, as discontinued operations. See Note 21 to our audited consolidated financial statements“Item 4.A. History and “Item 4. Informationdevelopment of the Company—Recent Developments—La Plata Plant Sale”.Sale.”
Year ended December 31, | Change December 31, | Year ended December 31, | Change December 31, | |||||||
2017 | 2016 | 2015(1) | 2017/2016 | 2016/2015 | 2020 | 2019 | 2018 | 2020/2019 | 2019/2018 | |
(in thousands of Ps.) | (in percentages) | (in thousands of Ps.) | (in percentages) | |||||||
| Revenues | 5,956,596 | 3,562,721 | 2,654,180 | 67.19% | 34.23% | 38,108,160 | 48,957,223 | 29,875,727 | (22.16%) | 63.87% |
| Cost of sales | (2,742,147) | (2,069,752) | (1,397,365) | 32.49% | 48.12% | (16,815,404) | (25,807,727) | (13,584,983) | (34.84%) | 89.97% |
| Gross income | 3,214,449 | 1,492,969 | 1,256,815 | 115.31% | 18.79% | 21,292,756 | 23,149,496 | 16,290,744 | (8.02%) | 42,10% |
| Administrative and selling expenses | (651,168) | (445,412) | (371,485) | 46.19% | 19.90% | (2,972,603) | (3,585,133) | (2,909,663) | (17.09%) | 23.21% |
| Impairment of property, plant and equipment and intangible assets | (4,016,305) | (5,996,233) | - | (33.02%) | - | |||||
| Other operating income | 640,480 | 1,137,736 | 735,517 | (43.71%) | 54.69% | 14,098,495 | 24,986,160 | 27,692,377 | (43.57%) | (9.77%) |
| Other operating expenses | (92,497) | (84,845) | (52,702) | 9.02% | 60.99% | (457,084) | (368,606) | (278,290) | 24.00% | 32.45% |
| CVO receivables update | - | 23,072,749 | N/A | (100.00%) | ||||||
| Operating income | 3,111,264 | 2,100,448 | 1,568,145 | 48.12% | 33.94% | 27,945,259 | 38,185,684 | 63,867,917 | (26.82%) | (40.21%) |
| Loss on net monetary position | 1,159,246 | (3,310,603) | (8,452,938) | (135.02%) | (60.83%) | |||||
| Finance income | 932,227 | 420,988 | 362,363 | 121.44% | 16.18% | 5,159,795 | 4,902,024 | 4,775,371 | 5.26% | 2.65% |
| Finance expenses | (697,638) | (620,448) | (138,308) | 12.44% | 348.60% | (22,297,137) | (21,680,208) | (13,195,831) | 2.85% | 64.30% |
| Share of the profit of associates | 715,001 | 147,513 | 43,390 | 384.70% | 239.97% | 108,750 | 1,515,649 | 2,249,648 | (92.82%) | (32.63%) |
| Income before income tax from continuing operations | 4,060,854 | 2,048,501 | 1,835,590 | 98.24% | 11.60% | |||||
| Income before income tax fromcontinuing operations | 12,075,913 | 19,612,546 | 49,244,167 | (38.43%) | (60.17%) | |||||
| Income tax for the year | (1,051,896) | (717,639) | (625,451) | 46.58% | 14.74% | (5,117,975) | (7,821,606) | (13,831,383) | (34.57%) | (43.45%) |
| Net income for the year from continuing operations | 3,008,958 | 1,330,862 | 1,210,139 | 126.09% | 9.98% | 6,957,938 | 11,790,940 | 35,412,784 | (40.99%) | (66.70%) |
Discontinued operations Income after tax for the year from discontinued operations | 485,041 | 437,974 | 131,859 | 10.75% | 232.15% | |||||
Discontinued operations | ||||||||||
| Income after tax for the year from discontinued operations | - | 578,393 | N/A | |||||||
| Net income for the year | 3,493,999 | 1,768,836 | 1,341,998 | 97.53% | 31.81% | 6,957,938 | 11,790,940 | 35,991,177 | (40.99%) | (67.24%) |
Revenues from continuing operations
Year ended December 31, | Change December 31, | ||||
2017 | 2016 | 2015 | 2017/2016 | 2016/2015 | |
(in thousands of Ps.) | (in percentages) | ||||
Energia Base (Resolution SE No. 19/2017 and 95/2013, as amended) (1) | 5,175,825 | 3,114,552 | 2,317,042 | 66.18% | 34.42% |
Electric power sold on the spot market(2) | 472,447 | 231,192 | 189,487 | 104.35% | 22.01% |
Sales under contracts(3) | 167,124 | 107,873 | 96,082 | 54.93% | 12.27% |
Steam sales(4) | 141,200 | 108,308 | 43,331 | 30.37% | 149.95% |
| Rendering of services | - | 796 | 8,238 | (100.00%) | (90.33%) |
| Total revenues from ordinary activities | 5,956,596 | 3,562,721 | 2,654,180 | 67.19% | 34.23% |
Year ended December 31, | Change December 31, | ||||
2020 | 2019 | 2018 | 2020/2019 | 2019/2018 | |
(in thousands of Ps.) | (in percentages) | ||||
Energía Base (1) | 17,473,763 | 37,273,808 | 26,530,179 | (53.12%) | 40.50% |
Sales under contracts(2) | 18,395,788 | 10,007,294 | 1,878,157 | 83.82% | 432.83% |
Steam sales(3) | 1,064,771 | 591,732 | 515,089 | 79.94% | 14.88% |
| Resale of gas transport and distribution capacity | 394,841 | 389,746 | 406,058 | 1.31% | (4.02%) |
Revenues from CVO thermal plant management | 778,997 | 694,643 | 546,244 | 12.14% | 27.17% |
| Total revenues from ordinary activities | 38,108,160 | 48,957,223 | 29,875,727 | (22.16%) | 63.87% |
| (1) | ||
Includes (i) sales of energy and power to CAMMESA remunerated under Resolution No. 95, Resolution No. 19/2017, Res. SE 1/2019 and Res.SE 31/2020 (ii) spot sales of energy and power to CAMMESA not remunerated under Resolution No. ). | ||
(2) | Includes (i) term market sales under contracts and, (ii) energy sold under the Energía Plus, (iii ) contracts under the MATER framework and (iv) RenovAr Program sales under contracts (for |
| (3) | Includes steam sold under steam sale contract with YPF from the Luján de Cuyo Plant. |
Revenues from continuing operations in December 31, 20172020 totaled Ps.5.96Ps.38.11 billion, a 67.19% increase22.16% decrease from Ps.3.56Ps. 48.96 billion in the year ended December 31, 2016.2019. This increasedecrease was primarily attributable to:
| 1. | the abrogation of Resolution No. 70/2018 mentioned above, on December 30, 2019, which resulted on fuel remuneration for units under Energía |
Excluding fuel remuneration, revenues for 2020 would have been Ps. 36.8 billion, an 8% increase compared to Ps. 34.1 billion of 2019. This increase was mainly due to:
| 1. | An 83.82% increase in sales under contracts, which amounted to Ps. 18.4 billion during the 2020, as compared to Ps. 10 billion in 2019, mainly due to the operation during the full period of La Castellana II (15.2 MW), La Genoveva II (41.8 MW) wind farms that commenced their commercial operations during the 3Q2019, and Manque (57 MW), Los Olivos (22.8 MW) and La Genoveva I (88.2 MW), which started operations during December 2019 (partially), February, and November 2020, respectively. Also due to Brigadier Lopez and Lujan de Cuyo’s COD. |
| 2. | An 79.94% increase in the steam sales, mainly due to the new Luján de Cuyo cogeneration unit, which totaled Ps. 1.1 billion in 2020, compared to Ps. 0.6 billion of 2019. |
| 3. | This increase was partially offset by a decrease in spot sales/Energía Base (Revenues from Resolution 1, Resolution 31, Resolution 19, SGE Resolution 70/2018 and amendments) which, without considering the remuneration associated to the self-procured fuel under Res. 70/18 mentioned above, were Ps. 16.2 billion in 2020 as compared to Ps. 22.4 billion in 2019, mainly due to the a decrease in prices for units under the Energía Base Regulatory framework established by Res. 31/2020, in force since February 1, 2020, and the suspension of Annex VI of such resolution (monthly price adjustment procedure) instructed by the Secretariat of Energy to CAMMESA on April 8, 2020. |
| 4. | To a lesser extent, spot sales/Energía Base were also affected by (i) a decrease in machine availability for thermal units which was 89% during 2020, compared to 93% in 2019, mainly due to a significative failure in the main transformer of the Siemens branded combined cycle which returned to service on July 16, 2020, some steam turbines from Lujan de Cuyo operated most of the year with power limitation and certain failures in the combined cycle of Puerto’s complex during June and October 2020, and the unavailability for some of the steam turbines of the Puerto, (ii) a 12% decrease in energy generation form the hydro plant Piedra del Águila due to lower waterflow in the Limay and Collón Curá rivers. |
2019 Compared to 2018
Revenues from continuing operations in 2019 totaled Ps. 48.96 billion, a 63.87 % increase from Ps. 29.88 billion in 2018. This increase was primarily attributable to:
| 1. A 40.50% increase in our revenues from electric power sold under Energía Base, which amounted to |
| 2. a |
| 3. a |
Cost of Sales from continuing operations
Year ended December 31, | Change December 31, | Year ended December 31, | Change December 31, | |||||||
2017 | 2016 | 2015 | 2017/2016 | 2016/2015 | 2020 | 2019 | 2018 | 2020/2019 | 2019/2018 | |
(in thousands of Ps.) | (in percentages) | (in thousands of Ps.) | (in percentages) | |||||||
| Inventories at the beginning of the year | 147,670 | 94,179 | 78,173 | 56.80% | 20.48% | 1,091,527 | 619,038 | 556,717 | 76.33% | 11.19% |
| Purchases | 512,570 | 336,190 | 152,883 | 52.46% | 119.90% | 3,650,420 | 14,143,878 | 4,596,440 | (74.19%) | 207.71% |
| Operating expenses: | ||||||||||
| Compensation to employees | 878,089 | 688,891 | 496,273 | 27.46% | 38.81% | 2,890,592 | 3,225,925 | 2,871,250 | (10.39%) | 12.35% |
| Other long-term employee benefits | 26,270 | 22,859 | 20,828 | 14.92% | 9.75% | 104,394 | 93,700 | 58,833 | 11.41% | 59.26% |
| Depreciation of property, plant and equipment | 277,445 | 200,703 | 156,559 | 38.24% | 28.20% | 3,620,674 | 2,681,250 | 2,392,834 | 35.04% | 12.05% |
| Amortization of intangible assets | 31,114 | 31,134 | 26,816 | (0.06%) | 16.10% | 2,334,299 | 1,934,797 | 732,317 | 20.65% | 164.20% |
| Purchase of energy and power | 78,781 | 22,797 | 36,124 | 245.58% | (36.89%) | 143,435 | 127,500 | 92,459 | 12.5% | 37.90% |
| Fees and compensation for services | 194,120 | 147,529 | 89,578 | 31.58% | 64.69% | 939,144 | 580,305 | 518,961 | 61.84% | 11.82% |
| Maintenance expenses | 363,199 | 352,914 | 197,581 | 2.91% | 78.62% | 1,762,492 | 1,788,105 | 1.007.394 | (1.43%) | 77.50% |
| Consumption of materials and spare parts | 112,956 | 140,329 | 78,725 | (19.51%) | 78.25% | 512,160 | 642,269 | 337,785 | (20.26%) | 90.14% |
| Insurance | 139,473 | 124,956 | 67,009 | 11.62% | 86.48% | 716,242 | 469,846 | 505,715 | 52.44% | (7.09%) |
| Levies and royalties | 133,212 | 50,759 | 89,151 | 162.44% | (43.06%) | 448,404 | 523,254 | 467,184 | (14.30%) | 12.00% |
| Taxes and assessments | 3,664 | 2,755 | 464 | 32.99% | 493.75% | 51,550 | 46,248 | 42,826 | 11.46% | 7.99% |
| Taxes on bank account transactions | 6,546 | 6,704 | 5,183 | (2.36%) | 29.35% | |||||
| Other | 2,077 | 1,427 | 1,380 | 45.55% | 3.41% | 5,872 | 16,435 | 18,120 | (64.27%) | (9.30%) |
| Inventories at the end of the year | (158,493) | (147,670) | (94,179) | 7.33% | 56.80% | (1,462,347) | (1,091,527) | (619,035) | 33.97% | 76.33% |
| Total cost of sales | 2,742,147 | 2,069,752 | 1,397,365 | 32.49% | 48.12% | 16,815,404 | 25,807,727 | 13,584,983 | (34.84%) | 89.97% |
2020 Compared to 2019
Cost of sales from continuing operations during the year ended December 31, 20172020 totaled Ps.2.74Ps.16.82 billion, a 32.49% increase34.84% decrease from Ps.2.07Ps.25.81 billion during the year ended December 31, 2016.2019. This decrease was mainly the result of:
| 1. | a Ps. 10.5 billion or 74.19% decrease in purchases of materials and spare parts by Central Puerto. |
2019 Compared to 2018
Cost of sales from continuing operations during the year ended December 31, 2019 totaled Ps.25.81 billion, a 89.97% increase from Ps. 13.58 billion during the year ended December 31, 2018. This increase was primarily the result of:
| 1. | a |
| 2. | a |
| 3. | a |
Gross Income from continuing operations
2020 Compared to 2019
Gross income from continuing operations during the year ended December 31, 2020 totaled Ps.21.29 billion, a 8.02% decrease from Ps. 23.15 billion during the year ended December 31, 2019, due to the reasons mentioned above. Gross margin for the year ended December 31, 2020 was 55.87%, compared to a gross margin of 47.29% during the same period in 2019.
2019 Compared to 2018
Gross income from continuing operations during the year ended December 31, 2019 totaled Ps. 23.15 billion, a 42.10% increase from Ps. 16.29 billion during the year ended December 31, 2018, due to the reasons mentioned above. Gross margin for the year ended December 31, 2019 was 47.29%, compared to a gross margin of 54.53% during the same period in 2018.
Administrative and Selling Expenses from continuing operations
2020 Compared to 2019
Administrative and selling expenses from continuing operations during the year ended December 31, 2020 totaled Ps.2,973 million, a 17.09% decrease from Ps.3,585 million during the year ended December 31, 2019. This decrease was primarily the result of:
| 1. | a Ps. 406.2 million or 47.49% decrease in taxes on bank account transactions as a result of the revenue drop during the year ended December 31, 2019; and |
| 2. | a Ps. 214.6 million or 21.24% decrease in fees and compensation for services. |
2019 Compared to 20152018
| 1. | a |
| 2. | a |
Impairment of property, plant and equipment and intangible assets
2020 Compared to 2019
In 2020, we recorded a Ps. 4.02 billion impairment of property, plant and equipment and intangible assets charge, mainly related to a reduction in the assessed value-in-use of certain assets that exceeded their previously recorded book value, mainly related to our Brigadier López plant and intangible assets associated to it, our Lujan de Cuyo Combined Cycle plant and some of the gas turbines that the company holds for potential new projects. Some of the factors that influenced this reduction were the limited useful life of these assets, the drop in the Company’s stock price, the current economic uncertainties, the suspension of the spot market price update mechanism established by Resolution 31, and in the particular case of the Company’s gas turbines, the uncertainty about the feasibility of new projects that would enable the use of the acquired turbines. For further information, see “Item 5.A. Operating Results - Critical Accounting Policies - Impairment of property, plant and equipment and intangible assets.”
In 2019, we recorded a Ps. 6.00 billion impairment of property, plant and equipment and intangible assets charge, mainly related to a reduction in the assessed value-in-use of certain assets that exceeded their previously recorded book value, mainly related to our Brigadier López plant and intangible assets associated to it and some of the gas turbines that the company holds for potential new projects. Some of the factors that influenced this reduction were the limited useful life of these assets, the drop in the Company´s stock price, the current economic uncertainties, the conversion of the electric and power spot market tariff into Argentine pesos, and in the particular case of the Company’s gas turbines, the uncertainty about the feasibility of new projects that would enable the use of the acquired turbines. For further information, see “Item 5.A. Operating Results - Critical Accounting Policies - Impairment of property, plant and equipment and intangible assets.”
2019 Compared to 2018
In 2019, we recorded a Ps. 6.00 billion impairment of property, plant and equipment and intangible assets charge, mainly related to a reduction in the assessed value-in-use of certain assets that exceeded their previously recorded book value, mainly related to our Brigadier López plant and intangible assets associated to it and some of the gas turbines that the company holds for potential new projects. Some of the factors that influenced this reduction were the limited useful life of these assets, the drop in the Company´s stock price, the current economic uncertainties, the conversion of the electric and power spot market tariff into Argentine pesos, and in the particular case of the Company’s gas turbines, the uncertainty about the feasibility of new projects that would enable the use of the acquired turbines. For further information, see Item 5.A. Operating Results - Critical Accounting Policies - Impairment of property, plant and equipment and intangible assets.
In 2018, we did not record any Impairment of property, plant and equipment and intangible assets charge.
Other Operating Income from continuing operations
Other operating income from continuing operations in the year ended December 31, 20172020 totaled Ps.640.48 million,Ps. 14.10 billion, a 43.71%43.57% decrease from Ps.1,137.77 millionPs. 24.99 billion in the year ended December 31, 2016.2019. This decrease was primarily the result of:
| 1. | a |
| 2. | a |
2019 Compared to 2018
Other operating income from continuing operations in the year ended December 31, 2019 totaled Ps. 24.99 billion, a 9.77% decrease from Ps. 27.69 billion in the year ended December 31, 2018. This decrease was primarily the result of:
1. | a Ps. 7.66 billion, or 32.09%, decrease in foreign exchange gains from trade payables and receivables, net denominated in U.S. dollars mainly as a result of: (a) a |
| 2. |
Other Operating Expenses from continuing operationsoperation
Other operating expenses from continuing operations in the year ended December 31, 20172020 totaled Ps.92.50Ps.457.08 million, a 9.02%24.00% increase from Ps.84.85Ps.368.61 million in the year ended December 31, 2016.2019. This increase was primarily the result of a Ps.23.30an increase of Ps. 373.1 million result for impairment of material and spare partsin in interest, which was partially offset by a Ps. 274.6 million decrease in charges related to discount of Ps. 17.45 million in provision for lawsuits and claims.tax credits.
2019 Compared to 2018
Other operating expenses from continuing operations in 2016the year ended December 31, 2019 totaled Ps.84.85Ps. 368.61 million, a 60.99%32.45% increase from Ps.52.70Ps. 278.29 million in 2015.the year ended December 31, 2018. This increase was primarily the result of increased provisions, which amounted to Ps.86.64an increase of Ps. 304.81 million in 2016, as comparedcharges related to Ps.52.70the discount on tax credits, which was partially offset by a Ps. 179.27 million decrease in 2015. For more information, see “Item 8.A. Consolidated Statementscharges related to the provision for lawsuits and Other Financial Information—Legal Proceedings—Income Tax for Fiscal Year 2014.”claims.
Operating Income from continuing operations
For the reasons explained above, operating income from continuing operations in the year ended December 31, 20172020 totaled Ps.3.11Ps.27.945 billion, a 48.12% increase26.82% decrease from Ps.2.10Ps.38.19 billion in the year ended December 31, 2016.2019. This corresponds tois mainly explained by a 52.23% operating margindecrease in the year ended December 31, 2017, as compared to an operating marginCVO and FONI receivables and minor currency exchange differences of 58.96% in the year ended December 31, 2016.those receivables.
For the reasons explained above, operating income from continuing operations in 2016the year ended December 31, 2019 totaled Ps.2.10Ps. 38.19 billion, a 33.94% increase40.21 % decrease from Ps.1.57Ps. 63.87 billion in 2015.the year ended December 31, 2018. This correspondsis mainly explained by a Ps. 6.00 billion increase in impairment of property, plant and equipment and intangible assets and due to a 58.96% operating margindecrease in 2016,CVO receivables registered as compared to an operating margin of 59.08% in 2015.December 31, 2018.
Finance Income from continuing operations
Finance income from continuing operations in the year ended December 31, 20172020 totaled Ps.932.23 million,Ps.5.16 billion, a 121.44%5.26% increase from Ps.420.99 millionPs.4.90 billion in the year ended December 31, 2016.2019. This increase was primarily the result of:
| 1. | an increase in net income on |
| 2. |
2019 Compared to 2018
Finance income from continuing operations in the year ended December 31, 2019 totaled Ps. 4.90 billion, a 2.65% increase from Ps. 4.78 billion in the year ended December 31, 2018. This increase was primarily the result of:
| 1. | a foreign exchange difference totaling Ps. 3.14 billion in the year ended December 31, 2019, compared to Ps. 2.79 billion in the year ended December 31, 2018; and | |
| 2. | an increase in net income on financial assets at fair value through profit or loss, totaling Ps. 1.72 billion in the year ended December 31, 2019, compared to Ps. 1.07 billion in the year ended December 31, 2018, due to an increase in financial assets bearing interest; |
| 3. | which was partially offset by a |
Finance Expenses from continuing operations
Finance expenses from continuing operations in the year ended December 31, 20172020 totaled Ps.697.64 million,Ps.22.30 billion, a 12.44%2.85% increase from Ps.620.45 millionPs.21.68 billion in the year ended December 31, 2016.2019. This increase was primarily the result of higher interestsforeign exchange differences on loans and borrowingborrowings which amounted Ps. 626.98 millionPs.17.32 billion in 2017,the year ended December 31, 2020, a 18.30%5.76% increase compared to Ps. 530.00 millionPs.16.38 billion in 2016 due tothe year ended December 2019, partially offset by a higher average outstanding debt during 2017 asdecrease in interest on loans, totaling Ps.3.64 billion in the year ended December 31, 2020, compared to 2016.Ps.4.37 billion in the year ended December 31, 2019, driven by a decrease in financial loans.
Finance expenses from continuing operations in 2016the year ended December 31, 2019 totaled Ps.620.45 million,Ps. 21.68 billion, a 348.60%64.30% increase from Ps.138.31 millionPs. 13.20 billion in 2015.the year ended December 31, 2018. This increase was primarily the result of increased accrued interest owed to CAMMESA (Ps.453.28 millionforeign exchange differences on loans and borrowings which amounted Ps. 16.38 billion in 2016,the year ended December 31, 2019, a 64.14% increase compared to Ps.187.98 millionPs. 9.98 billion in 2015). Thethe year ended December 2018, and an increase in interest expenses was dueon loans, totaling Ps. 4.37 billion in the year ended December 31, 2019, compared to Ps. 3.1 billion in the year ended December 31, 2018, driven by an increase in the financing obtained from CAMMESA, principally for the maintenance of machinery, which, pursuant to former Secretariat of Electric Energy Resolution 146, was financed through CAMMESA in 2016.financial loans.
Share of the Profit of Associates from continuing operations
Share of the profit of associates from continuing operations in the year ended December 31, 20172020 totaled Ps.715 million,Ps.0.11 billion, a 384.70% increase92.82% decrease from Ps.147.51 millionPs.1.52 billion in the year ended December 31, 2016.2019. This increasedecrease was primarily the result of (a) a profit of Ps.422.52Ps. 98.99 million from our interest in Ecogas through IGCE, DGCE and IGCU in the year ended December 31, 2017,2020, as compared to Ps.103.18 millionPs. 1.39 billion in the year ended December 31, 2016, due to an increase in these companies’ revenues from increases in tariffs effective October 2016 and April 2017,2019 and (b) a profitloss of Ps.247.67Ps. 15.86 million from our interest in TGM in the year ended December 31, 2017 (during 2016 there was no profit from this associate) due2020, as compared to the settlement by which YPF agreed to pay TGM, without recognizing any facts or rights, US$114a loss of Ps.9.1 million in order to end TGM’s claim against YPF (for further information, see "Item 4.B. Business Overview—Our Affiliates—Transportation de Gas del Mercosur S.A. (TGM)").the year ended. December 31, 2019
Share of the profit of associates from continuing operations in 2016the year ended December 31, 2019 totaled Ps.147.51 million,Ps. 1.52 billion, a 239.97% increase32.63% decrease from Ps.43.39 millionPs. 2.25 billion in 2015.the year ended December 31, 2018. This increasedecrease was primarily the result of:
Income Tax from continuing operations
Income tax from continuing operations in the year ended December 31, 20172020 totaled Ps.1.05Ps.5.12 billion, a 46.58% increase34.57% decrease from Ps.717.64 millionPs.7.82 billion in the year ended December 31, 2016.2019. This increasedecrease was primarily the result of increaseddecreased taxable income forin the period, which was offset by a Ps. 266.08 million adjustments for the deferred tax due to the net variation in temporary differences, as a consequence of the effect of lower tax rate for future years set by the Tax Reform Law.year ended December 31, 2020. Our effective tax rate for 20172020 and 20162019 was 25.90%42.38% and 35.03%39.88%, respectively.
Income tax from continuing operations in 2016the year ended December 31, 2019 totaled Ps.717.64 million,Ps. 7.82 billion, a 14.74% increase43.45% decrease from Ps.625.45 millionPs. 13.82 billion in 2015.the year ended December 31, 2018. This increasedecrease was primarily the result of increaseddecreased taxable income forin the year.year ended December 31, 2019. Our effective tax rate for 20162019 and 20152018 was 35.03%39.88% and 34.07%28.09%, respectively.
Law 27,468 also substituted the wholesale price index (“WPI”) for the CPI as the index to benchmark tax indexation, and modified the standards for triggering the tax indexation procedure. In addition, Law 27,468 provides that during the first three years beginning on January 1, 2018, tax indexation will be required if the variation of the CPI exceeds 55% in 2018, 30% in 2019 and 15% in 2020. The Solidarity Law amended the periods which the tax indexation should be allocated. 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, shall be charged one sixth (1/6) in that fiscal year and the remaining five sixths (5/6), in equal parts, in the next five fiscal years. For 2019, we recorded a net loss of Ps.579.96 million in our Income Tax line item of our Statement of Income regarding the application of the above-mentioned tax inflation adjustment.
Net Income for the Year from continuing operations
For the reasons described above, net income from continuing operations for the year ended December 31, 20172020 totaled Ps 3.01Ps.6.96 billion, a 126.09% increase40.99% decrease from Ps.1.33Ps. 11.79 billion in the year ended December 31, 2016.2019.
2019 Compared to 20152018
For the reasons described above, net income from continuing operations for the year in 2016ended December 31, 2019 totaled Ps.1.33Ps. 11.79 billion, a 9.98% increase66.70% decrease from Ps.1.21Ps. 35.41 billion in 2015.the year ended December 31, 2018.
Income after tax for the year from discontinued operations
On December 20, 2017, YPF EE accepted our offer to sell the La Plata plant for a total sum of US$31.5 million (without VAT), subject to certain conditions. On February 8, 2018, and effective as of January 5, 2018, CPSACentral Puerto transferred to YPF EE ownership of La Plata plant, including generation assets, personnel and agreements related to the operation and/or maintenance of La Plata plant’s assets. See “Item 4. Information4.A. History and development of the Company—Recent Developments—La Plata Plant Sale” and Note 21 to our audited consolidated financial statements.Audited Consolidated Financial Statements. Consequently, as of December 31, 2017, the La Plata plant was classified as a disposal group held for sale and its respective results for the years ended December 31, 2018, 2017 and 2016, as a discontinued operation.operations.
Net Income for the Year
For the reasons described above, net income for the year ended December 31, 20172020 totaled Ps 3.49Ps.6.96 billion, a 97.53% increase40.99% decrease from Ps.1.77Ps.11.79 billion in the year ended December 31, 2016.2019.
For the reasons described above, net income for the year in 2016ended December 31, 2019 totaled Ps.1.77Ps.11.79 billion, a 31.81% increase67.24% decrease from Ps.1.34Ps.35.99 billion in 2015.the year ended December 31, 2018.
As of December 31, 2017,2020, we had cash and cash equivalents of Ps.88.63 million,Ps.0.3 billion, and other current financial assets of Ps.1.11Ps.14 billion. See Note 16 and 14.814.6 to our audited consolidated financial statements.Audited Consolidated Financial Statements.
Our primary sources of liquidity have been cash flows from operating activities, cash flows from the proceeds of the sale of our temporary investments, cash flows from loans and other financing agreements (mainly with CAMMESA) and financing provided by equipment suppliers or service providers.
Our receivables from CAMMESA also are an important source of liquidity for us. As of December 31, 2017,2020, our receivables from CAMMESA totaled Ps. 6.22Ps.43.2 billion. These receivables included: (i) non-current and current receivables from FONINVEMEM and similar programs (including LVFVD attributable to energy sales from 2008 through 2011 and relating to CVOSA) totaling Ps.0.82 billion and Ps.1.166 billion, respectively (see “—Receivables from CAMMESA” below), (ii) receivables for additional trust remuneration for financing new projects totaling Ps.1.06 billion, (iii) receivables for current trade and receivables totaling Ps.1.92 billion and (iv) receivables for non-recurring maintenance remuneration totaling Ps.1.02 billion.
Our primary cash requirements have been in connection with payments under loans and other financing agreements (mainly with CAMMESA), employees’employees’ salaries, operating and maintenance expenses and fixed assets acquisitions, payment of dividends,investments, taxes and other overhead expenses. In the future, we may, as is the case as of the date of this annual report, have to increase cash requirements as a result of projects to expand our generating capacity. See ““Item 5.A.—The State of Emergency of the Argentine Electricity Sector—Proposed Sector—Expansion of our Generating Capacity.”
Our loans under the IIC—IFC Facilities (see “—Loans from the IIC—IFC Facilities”)and other borrowings contain customary covenants for facilities of thiseach type, including: (i) certain limitations on consolidations, mergers and sales of assets; (ii) restrictions on incurring additional indebtedness; (iii) restrictions on paying dividends; (iv) limitations on making capital expenditures and (v) restrictions on the incurrence of liens. Certain events of default and covenants in the IIC—IFC Facilities are subject to certain thresholds and exceptions described inexceptions. For the agreements relating todescription on the IIC—IFC Facilities.covenants and more information about each of the loans, please see “Item 5.B Liquidity and Capital Resources - Indebtedness.” We do not expect these restrictions to have a material impact on our ability to meet our cash obligations. As of the date of this annual report, we are in compliance with all of our debt covenants.
The Company does not discard the option to pursue potential financing alternatives, if the conditions are favorable.
As of the date of this annual report, we also have uncommitted lines of credit with commercial banks, totaling approximately Ps.4.35Ps. 8.95 billion.
We believe that our sources of liquidity, including debt and/or equity offerings in the international capital markets, will be sufficient to meet our working capital, debt service and capital expenditure requirements for the foreseeable future. However, any further deterioration of the current economic situation may result in a deterioration of the Company’s finances, in a context of lack of access or substantial reduction of credit availability in the financial markets, which could affect our financial condition and results of operation. See “Item 3.D Risk Factors— Risk Relating to Our Business —The novel coronavirus could have an adverse effect on our business operations and financial conditions”
Receivables from CAMMESA
We hold receivables in the form of LVFVD for the unpaid balances from CAMMESA relating to the sale of electric power to CAMMESA from 20042008 to 2011. For morefurther information, see “Item“Item 4.B. Business Overview—Overview—FONINVEMEM and Similar Programs.” Under the FONINVEMEM and similar arrangements, we are entitled to collect our receivables, including interest, in monthly installments over ten years starting from, (i) in the case of receivables relating to the sale of electric power to CAMMESA from January 2004 through December 2007, the commercial launch date of the FONINVEMEM’s Manuel Belgrano power plant and San Martín power plant and, (ii) in the case of receivables relating to the sale of electric power to CAMMESA from January 2008 through December 2011, the commercial launch date of the CVOSA combined cycle. For morefurther information, see “Item“Item 4.B. Business Overview—Overview—FONINVEMEM and Similar Programs.”
Following the commercial authorizations granted to the Manuel Belgrano power plant (on January 7, 2010) and the San Martín power plant (on February 2, 2010), we started to collect monthly payments of the receivables relating to the sale of electric power to CAMMESA from January 2004 through December 2007. As of December 31, 2016, the2020, there was no balance owed to us under the FONINVEMEM arrangement relating to the sale of electric power to CAMMESA from 2004 through 2007 totaled US$64.04 million. During the year ended December 31, 2017,2020, we received Ps. 324.60 million0.3 billion (US$ 19.813.98 million in U.S. dollar-denominated payments) in principal and Ps. 25.98 million (US$ 1.59 million in U.S. dollar-denominated payments) in interest for these receivables (including VAT).
As of December 31, 2017,March 20, 2018, CAMMESA granted the CVOSACVO Commercial Approval in the WEM, as a combined cycle, had not yet commenced operations, and therefore we had not yet begun to collect monthly payments of the thermal plant Central Vuelta de Obligado, which entitled us to receive the collection of the trade receivables relatingunder the CVO Agreement. A PPA between the CVO Trust and CAMMESA, through which the CVO Trust makes energy sales and, consequently, receives the cash flow to pay the sale of electric powertrade receivables, had to CAMMESA from 2008be signed in order to 2011.start the collections. The plant became operationalPPA agreement was signed on February 7, 2019, with retroactive effect to March 20, 2018. As a result, the original amortization schedule from the CVO Agreement is in full force and effect. As of December 31, 2017,2020, the receivables for sale of energy for the period 2008 to 2011CVO “LVFVD 2008-2011 receivables” totaled Ps.1.29Ps.34.1 billion.
After the CVOSA power plant became operational, in the case of receivables accrued between 2008 and September 2010, the amount due was converted into U.S. dollars at the exchange rate effective at the date of the CVO agreementAgreement (i.e., November 25, 2010), which was Ps.3.97 per U.S. dollar. Additionally, certain receivables that accrued after September 2010 and that were also included in the CVO agreement,Agreement, were converted into U.S. dollars at the exchange rate effective at the due date of each monthly sale transaction. The total estimated amount due iswas US$ 545548 million (including VAT). Theplus accrued interests after the CVO Commercial Approval. As a result of the conversion of the LVFVD into U.S. dollars detailed in the previous paragraph, we had a one-time income, before income tax, in relation to the increase in value due to the novation of the LVFVD 2008-2011 receivables to US dollars as of March 20, 2018 (due to the combined effect of any conversion will be recordedexchange rate variation and the application of LIBOR rate plus a 5% margin), of Ps.23.07 billion, measured in ourcurrent unit as of December 31, 2020 (or Ps. 7.96 billion, expressed in nominal terms), which was recognized by us in the consolidated financial statements and any tax liability will be recognized onceincome statement for the combined cycle plant becomes operational and we have received the necessary regulatory approvals.year ended December 31, 2018. under “CVO receivables update”. The U.S. denominated monthly payments under the CVO agreementAgreement are payable in pesos, converted at the applicable exchange rate in place at the time of each monthly payment.
During 2019, we collected Ps. 11.5 billion in CVO receivables , measured in current amounts as of December 31, 2020. During 2020, we collected Ps. 6.3 billion in CVO receivables, measured in current amounts as of December 31, 2020.
Additionally, we holdheld receivables in the form of LVFVD for the unpaid balances from CAMMESA relating to the sale of electric power to CAMMESA under the additional trust remuneration concept since 2012. On September 3, 2019, CAMMESA and Central Puerto (in accordance with a general offer made to all generators) entered into a final agreement to settle the LVFVD receivables balance. As a result, a 18% reduction of December 31, 2017, we hold Ps.1.06 billion in LVFVD credits for this concept, which may be usedprincipal amount and accrued interest as of such date was achieved. Moreover, the Company waived any complaint related to finance new projects approved by the Argentine government. We also hold receivables in the form of LVFVD for the unpaid balances from CAMMESA relatingsuch receivables. Pursuant to the saleagreement, during September 2019, the Company collected Ps. 2,471.0 million and booked a net profit of electric power to CAMMESAPs. 5,325.8 million, which was recognized in “Interest earned from customers” under the non-recurring maintenance remuneration concept. item “Other operating income” of the 2020 annual consolidated income statement.
For morefurther information regarding sales relating to additional trust remuneration and non-recurring maintenance, see “—“Item 5.A. Operating Results—Our Revenues—Revenues—The Energía Base”Base” and “Item“Item 4.B. Business Overview—The Argentine Electric Power Sector—Sector—Remuneration Scheme—Scheme—The Previous Remuneration Scheme.” For more information regarding financings from CAMMESA, see “—Indebtedness—Borrowings and Prepayments by CAMMESA.”
Cash Flows
The following table sets forth our cash flows from our operating, investing and financing activities for the periods indicated:
Year ended December 31, | ||||||
Year ended December 31, | (in thousands of Ps.) | |||||
2017 | 2016 | 2015 | 2020 | 2019 | 2018 | |
| Net cash flows provided by operating activities | 2,388,983 | 2,088,607 | 1,272,987 | 19,293,617 | 16,301,236 | 7,761,468 |
| Net cash flows used in investing activities | (2,317,295) | (1,925,750) | (1,341,938) | (17,288,158) | (37,989,089) | (10,618,696) |
| Net cash (used in) provided by financing activities | (58,594) | (433,009) | 175,566 | |||
| Increase(Decrease) in cash and cash equivalents, net | 13,094 | (270,152) | 106,615 | |||
| Net cash provided by (used in) financing activities | (3,683,362) | 23,324,003 | 1,439,636 | |||
| Increase (Decrease) in cash and cash equivalents, net | (1,677,903) | 1,636,150 | (1,417,592) | |||
Net Cash Provided by Operating Activities
Net cash provided by operating activities increased by 14.38%18.36% to Ps.2,388.98 millionPs.19.29 billion for the year ended December 31, 2017 (which includes Ps.821 million2020, from the La Plata plant, which was sold on February 8, 2018, with an effective date of January 5, 2018), from Ps.2,088.61 millionPs.16.30 billion for the year ended December 31, 2016 (which includes Ps.565 million from the La Plata plant, which was sold).2019. The increase was primarily driven by (i) increased revenues and other operating income, as a result of a higher average price per unitan increase in the exchange rate for 2020, which impacted directly on tariffs set in U.S. dollars, an increase in our revenues from sales of energyunder contracts and an increase in our revenues from steam mainly duesales; and (ii) a decrease in interest collected from clients which amounted to the price increases explained abovePs. 3.11 billion in 2020 as compared to Ps. 6.58 million in 2019. This was partially offset by a decrease in the section “Results of Operations—Results of Operationsincome tax paid in 2020, which amounted to Ps. 3.36 billion, as compared to Ps. 13.17 billion in 2019.
2019 Compared to 2018
Net cash provided by operating activities increased by 110.03% to Ps. 16.30 billion for the Years Endedyear ended December 31, 2017, 20162019, from Ps. 7.76 billion for the year ended December 31, 2018. The increase was primarily driven by (i) increased revenues as a result of an increase in the exchange rate for 2019, which impacted directly on tariffs set in U.S. dollars, an increase in our revenues from sales under contracts and 2015—Revenues—2017 Comparedan increase in our revenues from steam sales; and (ii) an increase in interest collected from clients which amounted to 2016,”.Ps. 6.58 billion in 2019 as compared to Ps. 92.90 million in 2018. This was partially offset by an increase in other non-financial assets and inventories ofthe income tax paid in 2019, which amounted to Ps. 376.67 million in 2017,13.18 billion, as compared to a decrease of Ps. 822.39 million.8.88 billion in 2018.
Net Cash Used in Investing Activities
Net cash used in investing activities decreased by 54.49% to Ps.17.29 billion for the year ended December 31, 2020, from Ps.37.99 billion for the year ended December 31, 2019. The decrease was primarily driven by a decrease in increase in payments for purchases of property, plant and equipment which amounted to Ps 11.97 billion primarly for the construction of the wind farms La Genoveva I, Manque, Los Olivos and Terminal 6 San Lorenzo cogeneration plants, compared to the payments of Ps. 23.83 billion in 2019.
2019 Compared to 2018
Net cash used in investing activities increased by 20.33%257.76% to Ps.2,317.3 millionPs. 37.99 billion for the year ended December 31, 2017,2019, from Ps.1,925.75 millionPs. 10.62 billion for the year ended December 31, 2016.2018. The increase was primarily driven by (i) morean increase in payments for the purchases of property, plant and equipment which amounted to Ps.3,483.52 million,Ps. 23.83 billion primarily for the construction of the wind farms La Genoveva I, La Genoveva II, Manque, Los Olivos and La Castellana II and for the construction of the Luján de Cuyo and Terminal 6 San Lorenzo cogeneration plants as compared to payments and upfront payments of Ps. 14.58 billion in 2018 primarily for the construction of the wind farms Achiras and La Castellana and a gas turbine for the newconstruction of the Luján de Cuyo and Terminal 6 San Lorenzo cogeneration unit, as compared to paymentsplants; and upfront payments of Ps.2, 188.36 million in 2016, primarily for the purchase of two new gas turbines and generators from Siemens in May and June 2016, which was partially offset by (ii) proceeds from the sale of available for sale financial assets in the amount of Ps.1,129.86 million, as compared to Ps.207.67 million in the year ended December 31, 2016.
Net Cash Used inprovided by (Used in) Financing Activities
Net cash used in financing activities totaled Ps.58.59 millionPs.3.68 billion for the year ended December 31, 2017,2020, compared to Ps.433.01 millionPs. 23.32 billion in net cash provided by financing activities during the year ended December 31, 2016.2019. This variation was primarily driven by (i) a Ps.295.41 million contributions from non-controlling interests to CP Renovables in 2017, compared to Ps.6.72 million in 2016, (ii) the prepayment in full of the Class I 2007 Corporate Notes in the amount of Ps.743.09 million in June 2016, and (iii) dividends paid in the amount of Ps.1,279.39 million in 2017 compared to a dividend of Ps.1,392.28 million in 2016, (iv) Ps.403.43 million received in 2017 from borrowings from CAMMESA for the maintenance of our units as compared to Ps.784.25 million in 2016, (v) Ps.312.21 million short term borrowings paid in 2017, as compared to Ps.106.76 million received in 2016 and (vi) banklong-term loans received in the amount of Ps.1,871.89 millionPs. 4.13 billion in 2017,2020, as compared to Ps.868.79 millionPs. 28.22 billion received in 2016.2019 and (ii) an increase in interest and other financial costs paid in 2020, which amounted to Ps. 3.50 billion, as compared to Ps. 2.71 billion in 2019. This was partially offset by an increase in long-term loans paid, totaling Ps. 3.23 billion in 2020, compared to Ps. 1.58 billion of 2019.
Net cash used inprovided by financing activities totaled Ps.433.01 millionPs. 23.32 billion for the year ended December 31, 2016,2019, compared to Ps.175.57 millionPs. 1.44 billion in net cash provided by financing activities during the year ended December 31, 2015.2018. This increasevariation was primarily driven by (i) the prepayment in full of the Class I 2007 Corporate Noteslong-term loans received in the amount of Ps.743.09 millionPs. 28.22 billion in June 2016, compared to Ps.288.18 million paid during 2015, and (ii) Ps.1,392.28 million paid in dividends to shareholders during 2016,2019, as compared to Ps.339.73 millionPs. 9.16 billion received in 2015, and2018. This was partially offset by amongan increase in interest and other things, the loans received from Banco de Galicia y Buenos Aires S.A.financial costs paid in the amount of Ps.868.79 million2019, which amounted to Ps. 2.71 billion, as compared to Ps. 0.97 billion in May and June of 2016.2018.
Capital Expenditures
The following table sets forth our capital expenditures for the years ended December 31, 2017, 20162020, 2019 and 2015.2018.
Year endedDecember 31, | Year ended December 31, | |||||
(in thousands of Ps.) | (in thousands of Ps.) | |||||
2017 | 2016 | 2015 | 2020 | 2019 | 2018 | |
| Land and buildings | 2,400 | 206,152 | 17,608 | 5,165 | 1,440,902 | 13,585 |
| Electric power facilities | 168,791 | 468,519 | 323,302 | 104,185 | 11,539,267 | 1,704,348 |
| Gas turbines | 883,772 | 384,129 | 299,285 | - | 402,004 | |
| Construction in progress | 2,482,528 | - | 11,223,599 | 24,117,611 | 12,407,995 | |
| Other | 21,234 | 11,401 | 23,971 | 119,375 | 85,152 | 46,150 |
| Total | 3,558,725 | 1,070,201 | 664,166 | 11,452,324 | 37,182,932 | 14,574,082 |
In the yearsyear ended December 31, 2017 and 2016,2020, we made total capital expenditures of Ps. 3,558.73 million,Ps.11.45 billion, compared to Ps.1,070.20 millionPs. 37.18 billion in 2016.2019. During these years, the main additions to fixed assets and land were in connection with proposed projects for the expansion of our installed capacity. During the year ended December 31, 2017,2020, our main capital expenditure was for the construction of Terminal 6-San Lorenzo thermal projects, and the wind farms Achirasrenewable projects , Manque, Los Olivos and La Castellana, while during the year ended December 31, 2016, we made two partial advances for the purchase of two gas turbines for a total of Ps.1,064.20 million, which were recognized under the other non-financial assets line item as of December 31, 2016. See “—The State of Emergency of the Argentine Electricity Sector—Proposed Expansion of our Generating Capacity.”Genoveva I.
In the year ended December 31, 2016,2019, we made total capital expenditures of Ps.1,070.20 million,Ps. 37.18 billion, compared to Ps.664.17 millionPs. 14.57 billion in the year ended December 31, 2015.2018. During thethese years, ended December 31, 2016 and 2015, the main additions to fixed assets and land were in connection with proposed projects for the expansion of our installed capacity. In addition, in 2015, we made advances forcapacity and the purchase of the Brigadier López plant. During the year ended December 31, 2019, our main capital expenditure was the acquisition of a new gas turbine for Ps.479.68 million, which were recorded under the other non-financial assets line item as of December 31, 2015. In 2016, we made two partial advances forBrigadier López plant, and the purchase of two gas turbines for a total of Ps.1,064.20 million, which were recognized under the other non-financial assets line item as of December 31, 2016. See “—The State of Emergencyconstruction of the Argentine Electricity Sector—Proposed Expansion of our Generating Capacity.”Luján de Cuyo and Terminal 6-San Lorenzo thermal projects, and the renewable projects La Castellana II, La Genoveva II, La Genoveva I, Manque and Los Olivos.
We have funded our capital expenditures with proceeds from debt issuances and cash generated from our operations. We expect to incur substantial expenses and
Additionally, capital expenditures asestimated for our projects under development are approximately US$120 million for the expansion of the Brigadier López plant and US$12 million for the expansion of the El Puesto solar farm. However, due to the uncertainties mentioned in this report we continue to expand our installed capacity. We anticipate that ourcannot estimate when these capital expenditures for each of 2018, 2019 and 2020 will be approximately US$13.6 million, US$7 million and US$7 million, respectively, inclusive of both estimated and committed monies, with respect to maintenance. We anticipate that our capital expenditures for each of 2018, 2019 and 2020 will be approximately US$374.5 million, US$272.4 million and US$22.5 million, respectively, inclusive of both estimated and committed monies, with respect to our units currently in operation.
In addition to the expenditures on physical assets, on July 23, 2014, we executed agreements to purchase, directly and indirectly, subject to certain conditions, equity interests in DGCU and DGCE, jointly with an investment consortium. On January 7, 2015, all acquisition-related conditions established in the agreement were met, and the shares were transferred to us.
Taking into account both direct and indirect interests involved, we acquired (i) an interest equivalent to 24.99%21.58% of DGCU’sDGCU’s capital stock and (ii) an interest equivalent to 44.10%40.59% of DGCE’sDGCE’s capital stock.
In addition, as provided for by Argentine Capital Markets Law and CNV regulations, and given our controlling interest in DGCU shared with the consortium of buyers described above, our Board of Directors decided to proportionally participate in a tender offer by the consortium of buyers for all of DGCU’sDGCU’s outstanding shares issued and not owned, directly or indirectly, by us or by of any of the members of the consortium of buyers. On October 30, 2015, the board of directors of the CNV approved the tender offer. Upon termination of the tender offer in January 2016, since no acceptances were tendered, no shares were acquired in this tender offer.
At a meeting of our shareholders on December 16, 2016, in accordance with the strategic objective of focusing on assets within the energy industry, the shareholders considered a potential sale of our equity interests in Ecogas, to Magna Energía S.A., but voted to postpone the decision. We are currently assessing various strategic opportunities regarding DGCU and DGCE, including a possible partial or total sale of our equity interest in them. On January 26, 2018, the shareholders of DGCE approved the admission of DGCE to the public offering regime in Argentina. On March 14, 2018, the Company authorized the offer of up to 10,075,952 common class B shares of DGCE, in a potential public offering authorized by the CNV, subject to market conditions. This authorization was encompassed within the February 23, 2018 authorization of the Board of Directors for the sale of up to 27,597,032 common B shares of DGCE. AsHowever, due to market conditions, DGCE shareholders decided to postpone the offer. On October 24, 2019, the CNV notified DGCE the cancellation of the date of this annual report, we, continue to evaluate this strategy.authorization for the public offering.
Indebtedness
As of December 31, 2017,2020, our total indebtedness was Ps.4,792.93 millionPs.50.97 billion of which approximately 69.73%97.8% was denominated in U.S. dollars and the balance in pesos. The following table shows our indebtedness as of such dates:
December 31, | ||
2017 | ||
(in thousands of US$) | (in thousands of Ps.) | |
Current debt(1) | ||
| Borrowings from CAMMESA | 94,002 | 1,753,038 |
| Other loans and borrowings | 27,112 | 505,604 |
| Non-Current debt | ||
| Borrowings from CAMMESA | 56,601 | 1,055,558 |
| Other loans and borrowings | 79,293 | 1,478,729 |
December 31, | ||
2020 | ||
(in thousands of US$) | (in thousands of Ps.) | |
| Current debt | 239.150 | 20,124,461 |
| Non-Current debt | 366.546 | 30,844,867 |
Borrowing from Kreditanstalt für Wiederaufbau (“KfW”)
During fiscal year 2019, the planned disbursements for this loan were completed for a total of Electric Energy Resolution 146 totaling Ps.2.03 billion. This financing may be paid through cash or net settlement with credits (LVFVD) related to the non-recurring maintenance remuneration in 48 monthly installments starting from the completion date of the related maintenance works and accruing interest at interest rates equivalent to that which CAMMESA receives on its own cash investments. In connection with this financing, we have provided CAMMESA a guaranty representing 100% of our LVFVD receivables related to non-recurring maintenance remuneration to cover the outstanding amounts under our loans with CAMMESA under former Secretariat of Electric Energy Resolution 146. For more information regarding non-recurring maintenance remuneration see, “—Our Revenues—The Energía Base” above. US$ 55.2 million.
As of December 31, 2017, we had credits (LVFVD) in our favor against CAMMESA relating2020, the balance of this loan amounts to non-recurring maintenance remuneration in the amount of Ps.1.02US$ 41.67 million, approximately equivalent to Ps. 3.5 billion.
On September 12, 2019, the Company entered into a loan agreement with Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC. for US$180 million to former Secretariatfund the acquisition of Electric Energy Resolution 146the Thermal Plant Brigadier López (See Note 22.10 to pay forour Audited Consolidated Financial Statements) (the “Brigadier Lopez Loan”), as well as to fund future capital expenditures and other expenses.
Pursuant to the agreement, Brigadier Lopez Loan accrues an adjustable annual interest rate based on LIBOR plus margin.
Pursuant to the loan agreement, among other obligations, Central Puerto has agreed to maintain (i) a GE generatordebt ratio of no more than 2.25:1.00; (ii) an interest coverage ratio of no more than 3.50:1.00 and gas turbine.(iii) and a minimum equity of US$500 million. As of December 31, 2017,2020, the outstanding amountCompany complied with such obligations.
On September 15, 2020, BCRA issued Communication “A” 7106 (“FX Regulatory Restrictions 7106”) pursuant to which any Argentine debtor that has scheduled principal payments of this loan was Ps.782.06 million. The Secretariatindebtedness due between October 15, 2020 and March 31, 2021 and payable in foreign currency (subject to certain exceptions), is required, in order to access to the official exchange market, to file with the BCRA a refinancing plan in respect of Electric Energy has not yet definedsuch indebtedness, which shall fulfill certain conditions established in the methodology and terms to repay this loan,regulation, such as the number of installmentsfollowing (i) the net amount for payment or when repayment should begin. However, this financing may be paid through cash or net settlement with credits relatedwhich the debtor shall have access to the “additional trust remuneration.” Inofficial foreign exchange market to meet its foreign currency denominated payments of principal shall not exceed 40% of the latter case,aggregate principal amount due between October 15, 2020 and March 31, 2021 and (ii) the remaining principal amount is required to be deferred such that the repayment of the loan may be madedeferred principal amounts is due on average two years later than the originally scheduled principal amortization payments. The installments under Brigadier Lopez Loan becoming due between December 2020 and March 2021 were under the scope of such regulation.
In compliance with FX Regulatory Restrictions 7106, the Company presented to the BCRA a new repayment schedule for the Brigadier Lopez Loan, which included the refinancing of the first two principal installments, each for a sum of US$ 36 million,which were payable on December 14, 2020 and March 12, 2021. On December 14, 2020, the Company entered into a forbearance agreement with the creditors of the Brigadier Lopez Loan by offsettingmeans of which the amounts owedcreditors agreed not to take any judicial or extrajudicial action to claim their rights of collection under the such loan againstand to negotiate in good faith certain modifications. On December 22, 2020, the creditsCompany signed a waiver and amendment to the Brigadier Lopez Loan, modifying, among others, the amortization schedule so as to comply with CAMMESA relatingthe requirements established by Communication “A” 7106, partially postponing installments becoming due in December 2020 and March 2021, extending the final payment term to additional trust remuneration, withoutJune 2023, including monthly amortizations as from January 2021 until January 2022, and keeping the needamortizations in the initial schedule for cash disbursements. ForJune, September and December 2021, each of them equal to 20% of capital. In December 2020, 40% of the installment for such month was paid, complying with the regulations in force and the abovementioned amendment. Amongst others, the amendment involves a 200 basis points increase in the interest rates as from December 12, 2020.
The amendment of the Brigadier Lopez Loan contains a more information regarding additional trust remuneration, see “—Our Revenues—restrictive covenant package than under the original loan, which includes a prohibition to make dividends payment during 2021 and a US$ 25 million maximum allowed for dividends payment in 2022. Moreover, a collateral agreement was signed, which includes the pledge on turbines of Brigadier López Thermal Station, a mortgage on the land in which such power station is located and a LVFDV passive collection collateral assignment.
FX Regulatory Restrictions 7106 were extended until December 31, 2021 by Communication “A” 7230. The Energíinstallments under the Brigadier Lopez Loan due in June, September and December 2021 will be under the scope of the provisions of such regulation. As a Base” above. consequence, as of the date of this annual report, the Company is maintaining negotiations with creditor banks with the aim of rescheduling installments becoming due in June, September and December 2021.
As of December 31, 2017, we had credits in our favor against CAMMESA relating2020, the balance of the loan amounts to additional trust remuneration in the amount of Ps. 1.06US$164.24 million, approximately Ps.13.82 billion.
See “Item 3.D. Risk Factors—Risks Relating to Argentina—Exchange controls and restrictions on capital inflows and outflows could limit the availability of international credit and could threaten the financial system, adversely affecting the Argentine economy and, as a result, our business” and “ —Risks Relating to Our Business—We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition and results of operations.”
Brigadier López Financial Trust
On June 14, 2019 we purchased the Brigadier López Plant from IEASA. As part of the deal, Central Puerto replaced IEASA as the trustor of the Brigadier López Financial Trust Agreement. The trustee of the Brigadier López Financial Trust Agreement is BICE Fideicomisos.
Under the terms of the trust agreement, the financial debt accrues interest at an annual rate equal to the greater of (i) LIBOR plus 5% or (ii) 6.25%. BICE Fideicomisos as the trustee, is in charge of the administration, and pays such debt, using for that purpose the proceeds from certain components of the sales of Brigadier Lopez power plant that were assigned to the Brigadier López Financial Trust Agreement and are paid monthly directly by CAMMESA to the Brigadier López Financial Trust Agreement. Additionally, there is a reserve account, for a total amount equivalent to two monthly debt services. In case of insolvency of the Brigadier López Financial Trust, creditors have no recourse against the assets of Central Puerto other than the components of the sales of Brigadier Lopez power plant that were assigned to the Trust.
The financial debt balance of the trust as of December 2020 amounts to US$81.7 million, approximately Ps. 6.9 billion and 20 monthly installments remain to be amortized.
Loans from the IIC—IFC Facilities
CP La Castellana
On October 20, 2017, CP La Castellana entered into a common terms agreement with (i) the Inter-American Investment Corporation, (ii) the Inter-American Investment Corporation, acting as agent for the Inter-American Development Bank, (iii) the Inter-American Investment Corporation, as agent of the Inter-American Development Bank, in its capacity as administrator of the Canadian Climate Fund for the Private Sector of the Americas, and (iv) the International Finance Corporation (collectively, the “senior lenders”) to provide loans for a total amount of up to US$100,050,000 (the “IIC—IFC Facility I”), from which US$5 million will accrue interest at an annual rate equal to LIBOR plus 3.5% and the rest at LIBOR plus 5.25%, and shall be repaid in 52 quarterly equal installments. Several other agreements and related documents, such as the guarantee and sponsor support agreement, where we will fully, unconditionally and irrevocably guarantee, as primary obligor, all payment obligations assumed and/or to be assumed by CP La Castellana until the project reaches the commercial operation date (the “Guarantee and Sponsor Support Agreement I”), hedge agreements, guarantee trust agreements, a share pledge agreement, an asset pledge agreement over the wind turbines, direct agreements and promissory notes have been executed. On January 9, 2018, CP La Castellana received the first disbursement from the IIC—IFC Facility I for a total amount of US$80,000,000.
Pursuant to the Guarantee and Sponsor Support Agreement I, among other customary covenants for this type of facilities, we committed, until the La Castellana project completion date, to maintain (i) a leverage ratio of (a) until (and including) December 31, 2018, not more than 4.00:1.00; and (b) thereafter, not more than 3.5:1.00; and (ii) an interest coverage ratio of not less than 2.00:1.00. In addition, our subsidiary, CP Renovables, and we, upon certain conditions, agreed to make certain equity contributions to CP La Castellana.
We also agreed to maintain, unless otherwise consented to in writing by each senior lender, ownership and control of the CP La Castellana as follows: (i) until the La Castellana project completion date, (a) we shall maintain (x) directly or indirectly, at least seventy percent (70%) beneficial ownership of CP La Castellana; and (y) control of CP La Castellana; and (b) CP Renovables shall maintain (x) directly, ninety-five percent (95%) beneficial ownership of CP La Castellana; and (y) control of CP La Castellana. In addition, (ii) after La Castellana project completion date, (a) we shall maintain (x) directly or indirectly, at least fifty and one tenth percent (50.1%) beneficial ownership of each of CP La Castellana and CP Renovables; and (y) control of each of CP La Castellana and CP Renovables; and (b) CP Renovables shall maintain control of CP La Castellana.Castellana
On August 18, 2018, La Castellana I wind farm reached the commercial operation date. La Castellana “project completion date” is defined in the common terms agreement as the date in which the commercial operation date has occurred and certain other conditions have been met, which is expected to occur inseveral months after the first quarter of 2019.commercial operation date. For further information on La Castellana project see “Item“Item 5.A. Operating Results—Results—Factors Affecting Our Results of Operations—Proposed Expansion of Our Generating Capacity.”
As of the date of this annual report, the IIC-IFC Facility disbursements have been fully received.
CP Achiras
On January 17, 2018, CP Achiras entered into a common terms agreement with (i) the Inter-American Investment Corporation, (ii) the Inter-American Investment Corporation, acting as agent for the Inter-American Development Bank, (iii) the Inter-American Investment Corporation, as agent of the Inter-American Development Bank, in its capacity as administrator of the Canadian Climate Fund for the Private Sector of the Americas, and (iv) the International Finance Corporation (collectively, the “senior lenders”) to provide loans for a total amount of up to US$50,700,000 (the “IIC—IFC Facility II” and together with the IIC—IFC Facility I, the “IIC—IFC Facilities”), from which US$10,000,000 will accrue interest at an annual rate equal to LIBOR plus 4.0%, US$20,000,000 will accrue interest at an annual rate equal to LIBOR plus 5.25% and the remaining amount at a rate reflecting the cost at which the International Finance Corporation can provide U.S. dollar funding at a fixed interest rate plus 5.25%, and shall be repaid in 52 quarterly installments. Several other agreements and related documents, such as the guarantee and sponsor support agreement, where we will fully, unconditionally and irrevocably guarantee, as primary obligor, all payment obligations assumed and/or to be assumed by CP Achiras until the project reaches the commercial operation date (the “Guarantee and Sponsor Support Agreement II” and together with Guarantee and Sponsor Support Agreement I, the “Guarantor and Sponsor Support Agreements”), guarantee trust agreements, a share pledge agreement, a mortgage, an asset pledge agreement over the wind turbines, direct agreements and promissory notes have been executed. On April 9, 2018 and April 10, 2018, CP Achiras received two disbursements from the IIC—IFC Facility II for a total amount of US$50,700,000.
Pursuant to the Guarantee and Sponsor Support Agreement II, among other customary covenants for this type of facilities, we committed, until the Achiras project completion date, to maintain (i) a leverage ratio of (a) until (and including) December 31, 2018, not more than 4.00:1.00; and (b) thereafter, not more than 3.5:1.00; and (ii) an interest coverage ratio of not less than 2.00:1.00. In addition, our subsidiary, CP Renovables, and we, upon certain conditions, agreed to make certain equity contributions to CP Achiras.
We also agreed to maintain, unless otherwise consented to in writing by each senior lender, ownership and control of the CP Achiras as follows: (i) until the Achiras project completion date, (a) we shall maintain (x) directly or indirectly, at least seventy percent (70%) beneficial ownership of CP Achiras; and (y) control of CP Achiras; and (b) CP Renovables shall maintain (x) directly, ninety-five percent (95%) beneficial ownership of CP Achiras; and (y) control of CP Achiras. In addition, (ii) after Achiras project completion date, (a) we shall maintain (x) directly or indirectly, at least fifty and one tenth percent (50.1%) beneficial ownership of each of CP Achiras and CP Renovables; and (y) control of each of CP Achiras and CP Renovables; and (b) CP Renovables shall maintain control of CP Achiras.
On September 20, 2018, the Achiras wind farm reached the commercial operation date. The Achiras “project completion date” is expected to occur in the first quarter of 2019 and is defined in the common terms agreement as the date in which the commercial operation date has occurred and certain other conditions have been met.met, which is expected to occur several months after the commercial operation date. For further information on the Achiras project see “Item 5.A. Operating Results—Factors Affecting Our Results of Operations—Proposed Expansion of Our Generating Capacity.”
Loan from the IFC to the subsidiary Vientos La Genoveva S.A.U. (“CP Achiras”)
On June 21, 2019, Vientos La Genoveva S.A.U., a subsidiary of the Company, entered into loansa loan agreement with IFC on its own behalf, as Eligible Hedge Provider and as an implementation entity of the Managed Co-Lending Portfolio Program (MCPP) administered by IFC, for the construction of the wind Farm La Genoveva I, for a principal amount of US$76.1 million.
Pursuant to the terms of the agreement, the loan accrues interest at an annual rate equal to LIBOR plus 6.50%,and amortizes quarterly in 55 installments from November 15, 2020.
Other related agreements and documents, such as the Guarantee and Sponsor Support Agreement (the “Guarantee Agreement” by which Central Puerto completely, unconditionally and irrevocably guarantees, as the main debtor, all payment obligations undertaken by Vientos La Genoveva S.A.U until the project reaches the project completion date) hedging agreements, guarantee trusts, guarantee agreements on shares, guarantee agreements on wind turbines, direct agreements and promissory notes have been signed.
Pursuant to the Guarantee Agreement, among other customary covenants for this type of facilities, Central Puerto has committed, until the project completion date, to maintain (i) a leverage ratio of not more than 3.5:1.00; and (ii) an interest coverage ratio of not less than 2.00:1.00. In addition, Central Puerto, upon certain conditions, agreed to make certain equity contributions to Vientos La Genoveva S.A.U. As of December 31, 2020, the Company has met the requirements described in (i) and (ii) above.
On November 22, 2019, Vientos La Genoveva S.A.U. received a disbursement of US$76.1 million for the total amount of the loan.
As of December 31, 2020, the principal amount outstanding under such loan was US$72.87 million, approximately equivalent to Ps.6.13 billion.
Loan from Banco de Galicia y Buenos Aires S.A. to CPR Energy Solutions S.A.U. (wind farm La Castellana II)
On May 24, 2019, CPR Energy Solutions S.A.U. (subsidiary of the Company) entered into a loan agreement with Banco de Galicia y Buenos Aires S.A. into fund the construction of the wind farm “La Castellana II” for a principal amount of Ps.330 million (US$18.7 million, usingUS$12.5 million.
According to the exchangeagreement, the loan accrues interest at an annual fixed rate equal to 8.5% during the first twelve months, and has a 0.5% step-up each year, up to 11% on the 61st monthly interest payment date, where it remains until maturity, and it is amortizable in 25 quarterly installments as from May 24, 2020. Other agreements and related documents, like the Collateral (in which Central Puerto totally, unconditionally and irrevocably guarantees, as main debtor, all the payment obligations assumed by CPR Energy Solutions S.A.U. until total fulfillment of the guaranteed obligations or until the project reaches the commercial operation date, what happens first), guarantee agreements on shares, guarantee agreements on wind turbines, promissory notes and other agreements have been executed.
Pursuant to the Collateral, among other obligations, Central Puerto has agreed to maintain a debt ratio of no more than 3.75:1.00 until the date of the disbursement) and Ps.175 million (US$9.9 million, using the exchange rate ascompletion of the date of the disbursement), respectively, for the development of renewable energy projects that were awardedproject. In addition, Central Puerto, under certain conditions, agreed to make capital contributions, directly or indirectly, to subsidiary CPR Energy Solutions S.A.U. Moreover, Central Puerto has agreed to maintain, unless otherwise consented to in writing by the Secretarylender, the ownership (directly or indirectly) and control over CPR Energy Solutions S.A.U. As of Electric Energy (the “Castellana and Achiras Loans”). The Castellana and Achiras Loans accrue interest at an interest rate equal to BADLAR private banks plus a 3.10% margin and shall mature onDecember 31, 2020, the dates that are two years from the execution and disbursement. The proceeds from these loans will be used to finance the Achiras Project and the La Castellana Project. We have fully, unconditionally and irrevocably guaranteed, as primary obligor, all payment obligations assumed and/or to be assumed by CP La Castellana and CP Achiras under these loans and any other ancillary document related to them.Company has complied with such obligations.
On November 10, 2017, CPMay 24, 2019 the loan was fully disbursed. As of December 31, 2020, the principal amount outstanding under such loan was US$10.86 million, approximately equivalent to Ps.0.9 million.
Loan from Banco Galicia y Buenos Aires S.A. to subsidiary Vientos La Castellana and CP AchirasGenoveva II S.A.U.
On July 23, 2019, subsidiary Vientos La Genoveva II S.A.U. entered into two short-term bridge loansa loan agreement with Banco de Galicia y Buenos Aires S.A. infor the construction of the La Genoveva II wind farm for a principal amount of US$35 million and US$18 million, respectively, for37.5 million.
According to the acquisition of wind turbines. These loans accrue interest at an annual interest rate of 3.6% and mature on January 9, 2018. On December 21, 2017, CP La Castellana and CP Achiras entered into two short-term bridge loans with Banco de Galicia y Buenos Aires S.A. inagreement, the amount of US$9 million and US$5.8 million, respectively, for the acquisition of wind turbines. These loans accrue interest at an annual interest rate of 3.6% and mature on February 19, 2018. On December 22, 2017, CP La Castellana and CP Achiras entered into two short-term bridge loans with Banco de Galicia y Buenos Aires S.A. in the amount of US$6.5 million and US$3.2 million, respectively, for the acquisition of wind turbines. These loans accrue interest at an annual interest rate of 3.6% and mature on February 20, 2018. On January 17, 2018, CP Achiras entered into a short-term bridge loan with Banco de Galicia y Buenos Aires S.A. in the amount of US$7 million, for the acquisition of wind turbines. This loan accrues interest at an annual rate of LIBOR plus 5.95%, and amortizes in
26 quarterly installments beginning on April 23, 2020.
Other agreements and related documents, like the Collateral (in which Central Puerto totally, unconditionally and irrevocably guarantees, as main debtor, all the payment obligations assumed by Vientos La Genoveva II S.A.U.
until total fulfillment of the guaranteed obligations or until the project reaches the commercial operation date, what happens first), guarantee agreements on shares and promissory notes have been signed, while guarantee agreements on wind turbines and direct agreements are in the process of being issued, as per the terms defined by the loan agreement.
Pursuant to the Collateral, among other obligations, Central Puerto has agreed, until the project termination date, to maintain a debt ratio of no more than 3.75:1.00. Moreover, Central Puerto, under certain conditions, agreed to make capital contributions to subsidiary Vientos La Genoveva II S.A.U. Moreover, Central Puerto has agreed to maintain, unless otherwise consented to in writing by the lender, the ownership (directly or indirectly) and control over Vientos La Genoveva II S.A.U. As of December 31, 2020, the Company has complied with such obligations.
On July 23, 2019, the loan was fully disbursed. As of December 31, 2020, the principal amount outstanding under such loan was US$32.22 million, approximately equivalent to Ps.2.71 billion.
Banco Macro S.A. short-term loan
On October 25 and 28, the Company entered into a loan agreement with Banco Macro S.A. for an amount of Ps. 1 billion to be used in the commercial business of the Company.
Under the terms of the agreement, this loan accrues a variable three-month interest rate of 3.1%“pure BADLAR” rate (in Spanish “BADLAR pura o sin corrección”), plus 10%; and matures on March 18, 2018.
CP Manque S.AU. and CP Los Olivos S.A.U. Program of Corporate Bond
On August 26, 2020, under Resolution No. RESFC-2020 - 20767 - APN.DIR#CNVM, the public offering of the Global Program for the Co-Issuance of Simple Corporate Bonds (not convertible into shares) by CP Manque S.A.U. and CP Los Olivos S.A.U. (both subsidiaries of CPR, and together the “Co-issuers”) for the amount of up to US$ 80,000,000 was authorized. By virtue of such program, the Co-Issuers may issue corporate bonds, of different class and/or series, that may qualify as social, green and sustainable marketable securities under the criteria established by CNV in that regard.
Within the framework of the mentioned program, dated September 2, 2020, Corporate Bonds Class I were issued for an amount of US$ 35.160.000 at a fix 0% interest rate expiring on September 2, 2023; and Corporate Bonds Class II were issued for 1.109.925 at a variable interest rate equivalent to BADLAR rate, plus an applicable margin of 0.97% expiring on September 2, 2021.
On June 24, 2020, the Board of Directors of CPSA decided to guarantee unconditionally the co-emission of corporate bonds of its subsidiaries CP Manque S.A.U. and CP Los Olivos S.A.U. (the “Guarantee”). The Guarantee is an obligation with a common guarantee, not subordinated and unconditional of the Company, and shall have at all times, the same priority rank regarding the non-guaranteed and unsubordinated obligations, present and future, of the Company. The Guarantee was instrumented through the signature of the Company in its capacity as co-signer of the permanent global certificates deposited in Caja de Valores S.A., in which the Corporate Bonds Class I and Corporate Bonds Class II of CP Manque S.AU. and CP Los Olivos S.AU. are represented.
| Item 5.C | Research and Development, patents and licenses, etc. |
We do not have any significant policies or projects relating to research and development, and we own no patents or licenses.
The following discussion includes forward-looking statements based on our management’smanagement’s current beliefs, expectations and estimations. Forward-looking statements involve inherent risks and uncertainties. Our future operating and financial performance may differ materially from these forward-looking statements, including due to many factors outside of our control. We do not undertake any obligation to update forward-looking statements in the event of changed circumstances or otherwise. For morefurther information, see “Forward-Looking Statements”“Forward-Looking Statements” and “Item“Item 3.D.—Risk Factors”Factors” in this annual report.
We expect that our operating and financial performance in the future will benefit from the increases we expect in our power generation capacity. We have been awarded three wind farm projects under the RenovAr Program (Achiras with 48 MW of awarded electric capacity, La Castellana with 99 MW of awarded electric capacity and La Genoveva I with 86.6 MW of awarded electric capacity) and two co-generation projects (Terminal 6 San Lorenzo with an awarded electric capacity of 330 MW and 317 MW for the winter and summer, respectively, and LujanLuján de Cuyo with an awarded electric capacity of 93 MW and 89 MW for the winter and summer, respectively). Two of theseour wind farm projects (Achirasfarms, Achiras and La Castellana) are currently under constructionCastellana, commenced their operations in September and we expect themAugust 2018, respectively, while La Genoveva I commenced its operation in November 2020. Luján de Cuyo cogeneration project commenced operations during October 2019. As of the date of this annual report, due to commence operating between the second and third quarteruncertainties mentioned in this report (see Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the completion of 2018. We expectthe awarded projects, or alter our plans for the expansion of our existing plants) the COD for the Terminal 6 San Lorenzo cogeneration project to commence operations duringis scheduled for the third quarter of 2019, and the La Genoveva I wind farm and the Lujan de Cuyo cogeneration projects to commence operations during the first quarter of2021 when was originally expected for September 2020. The development of new projects involves risks and we cannot assure you that these projectsthis project will commence operations on time and on budget, nor can we assure you that these projectsthis project will perform as expected. For a description of these awarded projects and of our expected capital expenditures in connection with them, see “Item“Item 5.A. Operating Results—Factors Affecting Our Results of Operations—Proposed Operations—Expansion of Our Generating Capacity”Capacity”. In addition, as described in “Our Competitive Strengths—Attractive Growth Pipeline”, we are also workingAdditionally, on several other potential expansion projects for which no bidding process has yet been launched, including additionalJuly 2019, September 2019, December 2019/January 2020/March 2020, and February 2020, the wind farms La Castellana II (developed by CP Energy Solutuons S.A.U.), La Genoveva II (developed by Vientos La Genoveva II S.A.U.), Manque (CP Manque S.A.U.), and Los Olivos (CP Los Olivos S.A.U.), respectively, reached their COD. As of the date of this annual report, we have already entered into long-term PPA contracts with an aggregated projected installed electricprivate customers for 100% of the estimated energy generation capacity of 394.67 MW for which we have undertaken wind studies, and, in some cases, requested dispatch priority from CAMMESAour term market renewable energy projects developed under theResolution No. 281-E/17 regulatory framework to make agreements between privates partiesframework. (see “Item“Item 4.B. Business Overview—The Argentine Electric Power Sector—Sector—Resolution No. 281-E/17: The Renewable Energy Term Market in Argentina”Argentina”);. On June 14, 2019, Central Puerto, in the context of a local and foreign public tender called by IEASA, which had been awarded to the Company, purchased the Brigadier López Plant which was transferred on that date. The Brigadier López Plant currently has a Siemens gas turbine of 280.5 MW. According to the tender specifications and conditions, it is expected to supplement the gas turbine with a boiler and a steam turbine to reach the closing of the combined cycle, plants with an aggregate projected installed capacitywhich is expected to generate 420 MW in total. The works for the closing of 1,456 MW of electricity, which we partially plan to support with three gas turbines we have already acquired, which totals an installed capacity of 969 MW operating under a simple cycle configuration, and land rights we have already obtained. If the Argentine government opens new auction processes and we are awarded these potential wind farms and combined cycle are pending. However, the effects of the COVID-19 crisis pose challenges to our expansion plans for the Brigadier López plant not only because of the restrictions to the construction, but also due to lower energy demand and difficulties to obtain the necessary financing for the projects or if we arein the current markets situation. As of the date of this annual report, the continued impact of the COVID-19 crisis in the development of our projects is uncertain, and it may result in us not being able to enter intoconstruct or develop such projects. See “Item 3D. Risk Factors—Risks Relating to our Business— The novel coronavirus could have an adverse effect on our business operations and financial conditions.”
The following new projects have their prices set in US dollars, providing a protection against the depreciation of the argentine currency: a) plants under RenovAR regulatory framework, La Castellana I, Achiras, and La Genoveva I , b), Terminal 6-San Lorenzo (currently under construction) and the cogeneration of the Luján de Cuyo plant under Res. 287/17, and c) the Brigadier López plant, have PPAs with CAMMESA. The steam sales from the units, Terminal 6-San Lorenzo (currently under construction) and the cogeneration of the Luján de Cuyo plant under Res. 287/17, have long term contracts with private offtakers. Furthermore, the PPAs under the MATER regulatory framework, La Castellana II, Manque, Los Olivos, and La Genoveva II, also have PPAs with private partiesofftakers.
However, due to the effects of the COVID-19 outbreak, we experienced delays in the COD of project Terminal 6-San Lorenzo currently under Resolution 281-E/17construction. For further information see “Item 3.D Risk Factors— Risk Relating to Our Business —The novel coronavirus could have an adverse effect on our business operations and financial conditions”. Furthermore, several factors have affected our plans for renewablethe projects currently under development, Brigadier López and El Puesto: a) the effects of the outbreak of COVID-19, b) the economic recession in Argentina, c) the decrease in demand of electric energy, we expect thatd) the lack of available financing, and e) the reduction in the prices of electric energy for power units under Energía Base beginning in February 2020 (Res. 31/20, among others. The same factors have affected, and may continue to affect, the possibility of new expansion projects and opportunities, for which the company had purchased one General Electric gas turbine with a capacity of 373 MW, two Siemens gas turbines, each with a capacity of 298 MW and 130 hectares of land in the north of the Province of Buenos Aires. See “Item 5.A Operating Results—Factors Affecting our Results from Operations—Expansion of Our Generating Capacity.” We are evaluating the possibility to sell the two Siemens units. As a result, as of December 31, 2020, these additional projects could commence operations attwo turbines were classified as property, plant and equipment available for sale, as described in Note 22.5 of our Audited Consolidated Financial Statements. With respect to the end of 2020. We cannot assure you that the Argentine government will open new auction processes or that weGE gas turbine, it is uncertain whether there will be awarded thesenew projects on favorable terms or at all, nor can we assure youother prospects that these projects will be developed as currently expected. See “Item 3.D. Risk Factors—Risks Relatedwould enable us to use the GE gas turbine. We have recorded a charge for the impairment of the two Siemens gas turbines and the GE gas turbine in the consolidated income statement for the year ended December 31, 2020. For more information, see Note 2.5 to our Business—Factors beyond our control may affect our ability to win public bids for new generation capacity, or affect or delay the completionAudited Consolidated Financial Statements and “Item 5.A. Operating Results—Critical Accounting Policies—Impairment of new power plants once we have been awarded projects”.
The changes made to the Enegía Base Regulatory Framework may help the Argentine government to restore term market sales under contracts for conventional energy, including hydroelectric energy, which has been largely suspendedGovernment’s fiscal deficit reduction, since February 2013. Through this market, generators would be able to freely enter into agreements with Large Users. We believe that this mechanism is likely to be another way toit may reduce the price gaps mentioned above.subsidies needed for the sector. We have no control over these tariffs and cannot assure you that the tariffs will increase as expected or at all nor that the Argentine governmentGovernment will restore term market sales under contracts for conventional energy. See “Item“Item 3.D. Risk Factors—Factors—Risks Relating to the Electric Power Sector in Argentina—Argentina—The Argentine governmentGovernment has intervened in the electric power sector in the past, and is likely to continue intervening”intervening” and “Item“Item 3.D.—Risk Factors—Factors—Risks Relating to Our Business—Business—Our results depend largely on the compensation established by the Secretariat of Electric Energy and received from CAMMESA”CAMMESA”.
In terms of the performance of our plants, we estimate that our existing plants will achieve availability factors consistent with their average historical performances over the past ten years and in the case of our expansion co-generation and potential combined cycle projects that the plants will achieve availability factors consistent with the assurances provided by our vendors. We also estimate that the capacity factor of our hydro plant will be consistent with its historical average performance since the plant was awarded its concession in 1994 and that the capacity factor of our wind farm projects will be consistent with our wind studies that have been certified by renowned international experts. However, we cannot assure you that the expected availability factors and capacity factor will be consistent with past performance or with the assurances provided by vendors.
A substantial portion of our remuneration is currently based on fixed capacity and not generation levels. We expect thatAccording to Cammesa, electricity demand in Argentina will continuedecreased 1.3% due to grow at approximately 3% per yearthe COVID-19 pandemic crisis and the Quarantine, following a 3.1% decrease in line with historical average growth since 1996, and that, despite the awarding of new generation capacity, our main units will maintain their approximate dispatch order because of the efficiency and positioning of our power plants within Argentina’s electricity system.2019. The operation of our various units involves risks and we cannot assure you that we will achieve thisthe same performance achieved in the past, in the future. See “Item 3.D.“Item 3D. Risk Factors—Factors—Risks RelatedRelating to our Business—Business— Factors beyond our control may affect our ability to win public bids for new generation capacity, or affect or delay the completion of new power plants once we have beenthe awarded projects, or alter our plans for the expansion of our existing plants.” and “Item“Item 3.D.—Risk Factors—Factors—Risks Relating to the Electric Power Sector in Argentina—Argentina—Our power plants 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 and financial performance”performance”.
Additionally, we expect that our steam production, will bewhich was affected by the La Plata Plant Sale, but will recoverwas affected by Terminal 6-San Lorenzo COD delays, originally scheduled for September 2020. This was partillay offset with the steam production from our Luján de Cuyo plant which started operations in 2020 when our awarded co-generation projects are expected to be online. October 2019.
The concession for our hydro plant expires in December 2023 and we believe that we are well-positioned to achieve the extension of this concession. However, since the HPDA Concession Agreement does not contain a clause for an automatic renewal, we cannot assure you that we will achieve the extension of the concession or be awarded with a new concession, for our operation of ourthe Piedra del ÁguilaÁguila plant (“(“Item 3.D.—Risk Factors—Factors—Risks Relating to Our Business—Business—The non-renewal or early termination of the HPDA Concession Agreement would adversely affect our results of operations”operations”).
Regarding the collections from CAMMESA, from September 2016 to November 2017 CAMMESA has paid without delays, and since then, there were periods in which CAMMESA experienced delays in paying (for further information on the duration of these delays see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk”). We also expectFor example, for the monthly transaction related to beginEnergía Base and thermal PPAs. For example, for the monthly transaction related to Energía Base and thermal PPAs. As of December 2020, with due date on February 10, 2021, we collected , 24.01%% on March 5, 2021, 51.72% on March 15, 2021, and the rest on March 31, 2021.For these delays, we are entitled to receive FONINVEMEMinterests from CAMMESA. Payments related to PPAs under the Renovar Regulatory Framework have not suffered delays. CAMMESA may once again be unable to make payments withto generators both in respect toof energy dispatched and generation capacity availability on a timely basis or in full, which may substantially and adversely affect our financial position and the results of our operations.
As of March 20, 2018, CAMMESA granted the CVO Commercial Approval in the WEM, as a combined cycle, of the thermal plant Central Vuelta de Obligado, plant as fromwhich entitled us to receive the commencementcollection of its operations,the trade receivables under the CVO Agreement. A PPA between the CVO Trust and CAMMESA, through which occurredthe CVO Trust makes energy sales and, consequently, receives the cash flow to pay the trade receivables, had to be signed in order to start the collections.
The PPA agreement was signed on February 7, 2019, with retroactive effect to March 20, 2018, and continue to receive FONINVEMEM payments with respect to the San Martin and Belgrano plants until the 10th year anniversary of their operations, which is March 2020.2018.
During 2019, we collected Ps. 11.5 billion in CVO receivables , measured in current amounts as of December 31, 2020. During 2020, we collected Ps. 6.3 billion in CVO receivables, measured in current amounts as of December 31, 2020.
In terms of our main costs, we expect that duringon November 7, 2018, pursuant to Res. SEE 70/18, the Argentine government will again allowGovernment authorized generators to purchase their own fuel for assets under the Energía Base Regulatory framework. However, prior commitments assumed by generators with CAMMESA for energy supply contracts are not altered by this new regulation. If generation companies opted to take this option, CAMMESSA will value and pay the generators their respective fuel needed for the operation of their thermal power plants. If this regulation is implemented and the supply arrangements can be conductedcosts in lineaccordance with the practice priorVariable Costs of Production (CVP) declared by each generator to 2009,CAMMESA.
In accordance to Res. SEE 70/18, in November 2018, we expect to have the opportunity to generate an additional operating gross margin resulting fromstarted purchasing fuel for our purchases of fuel oilLuján de Cuyo combined cycle, and natural gas. Until 2009,in December 2018, for all our thermal units. During 2019 we were able to generate gains resulting from savings in the purchase ofobtain a positive gross margin on these fuel oil, which savingspurchases since we were equal to the difference between the cost of fuel oil actually paid by CAMMESA and the cost of fuel oil to us. Regarding our purchases of natural gas, for the recently-awarded San Lorenzo co-generation project, for instance, we obtained quotes for natural gas at a price 10% lower than the current reference price established by CAMMESA for the purpose of calculating the cost of natural gas to generators. To obtain such additional operating gross margins, we expectable to benefit from better fuel prices than the reference pass-through values provided by CAMMESA, given our scale as one of the largest private sector power companycompanies in Argentina, as measured by generated power, according to data from CAMMESA, and the diverse and strategic location of our power sector assets (see “Item“Item 4.A. History and development of the Company—Our Competitive Strengths”Strengths”). As an example
On December 27, 2019, the Ministry of Productive Development issued Resolution MDP No. 12/2019, repealing Resolution SGE No. 70/2018 and restoring Art. 8 of Res. SE 95/2013. Beginning January 2020, CAMMESA became the estimated impact of this possible change, during 2017 the total cost of fuels (provided by CAMMESA) consumed by all ouronly fuel supplier for generation companies, except for (i) thermal power plants was approximately US$832 million, which was comprised of US$422 million of natural gas purchases, US$319 million ofunits that had prior commitments with CAMMESA for energy supply contracts with their own fuel oil purchasesmanagement and US$91 million of gas oil purchases, taking into account 2017 fuel used at December 28, 2017 prices. With respect to our co-generation projects and potential future combined cycle projects, fuel will be obtained by us but fuel costs will be passed through to CAMMESA, as contemplated(ii) thermal units under the PPAs for our awarded co-generation projects. Energía Plus regulatory framework, authorized under Resolution SE No.1281/05 to supply energy to large private users.
We also assume an increase in our number of employees related to our new projects, but we believe that salaries will remain in line with current levels in U.S. dollar terms.levels. We cannot assure you that our operating or other costs will not increase at higher rates, that the Argentine government will again allow generators to purchase the fuel needed for the operation of their thermal power plants or that we will be able to benefit from better fuel prices than the reference pass-through values provided by CAMMESA.rates. See “Item“Item 3.D. Risk Factors—Factors—Risks Relating to Argentina—Argentina—Government measures, as well as pressure from labor unions, could require salary increases or added benefits, all of which could increase companies’companies’ operating costs”costs”, “Item“Item 3.D.—Risk Factors—Factors—Risks Relating to the Electric Power Sector in Argentina—Argentina—We operate in a heavily regulated sector that imposes significant costs on our business, and we could be subject to fines and liabilities that could have a material adverse effect on our results of operations”operations” and “Item“Item 3.D.—Risk Factors—Factors—Risks Relating to Our Business—Business—Our ability to generate electricity at our thermal generation plants partially depends on the availability of natural gas and, to a lesser extent, liquid fuel.”
As of December 31, 2017,2020, we did not have any off-balance sheet arrangement as defined in Form 20-F not disclosed in our audited consolidated financial statements.Audited Consolidated Financial Statements.
| Item 5.F | Contractual Obligations |
Contractual Obligations
The table below identifies the principal amounts of our main contractual obligations from continuing operations, their currency of denomination, remaining maturity and interest rate and the breakdown of payments due, as of December 31, 2017.2020. Peso amounts have been translated from U.S. dollar amounts at the seller rate for U.S. dollars quoted by the Banco de la NacióNación Argentina for wire transfers (divisas) on December 29, 201730, 2020 of Ps.18.65Ps. 84.15 to US$1.00.
Payment and Purchase Obligations
Payments due by period(7) | |||||||
| Currency | Maturity | Total at December 31,2017 | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | |
(in thousands of Ps.) | |||||||
| Bank debt | Pesos | 1,984,333 | 1,984,333 | - | - | - | |
| Debt with CAMMESA | Pesos | 3,877,693 | 2,035,021 | 1,822,704 | 19,968 | - | |
| Maintenance contracts (long-term service agreements) | U.S. dollars | 3,243,168 | 278,512 | 875,402 | 936,402 | 1,152,476 | |
| Natural gas contracts | U.S. dollars | 14,340,827 | 57,941 | 653,863 | 1,690,346 | 11,938,676 | |
| Gas transmission and distribution contracts | Pesos andU.S. dollars | 88,474 | 88,474 | - | - | - | |
| Provincial fees and royalties | Pesos | 1,348,943 | 179,207 | 509,532 | 592,319 | 67,885 | |
| Construction of wind farms Achiras, La Castellana and La Genoveva I | U.S. dollars | Varies | 3,621,176 | 1,482,005 | 2,139,171 | - | - |
| Construction of San Lorenzo Terminal 6 and Lujan de Cuyo plants | U.S. dollars | Varies | 6,894,375 | 2,011,934 | 4,882,441 | - | - |
| Long term benefits to employees | Pesos | Varies | 113,097 | 22,679 | 16,609 | 11,982 | 61,827 |
| Payments due by period | ||||||||
Currency | Maturity | Total as of December 31, 2020 | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | ||
| (in thousands of Ps.) | ||||||||
| Bank debt (1) | Pesos | Ene-21 | 1,030,667 | 1,030,667 | - | - | - | |
| KFW Luján de Cuyo cogeneration Loan | U.S. dollars | Dec.24 | 4,548,774 | 449,940 | 882,575 | 754,598 | 2,461,661 | |
| Citibank N.A., JP Morgan and Morgan Stanley Brigadier Lopez Loan | U.S. dollars | Sep.24 | 15,603,710 | 12,044,140 | 3,559,570 | -- | - | |
| Brigadier López Financial Trust t | U.S. dollars | Aug.22 | 7,244,351 | 4,485,197 | 2,759,154 | - | - | |
| IIC-IFC La Castellana Loan | U.S. dollars | Nov.31 | 10,144,629 | 1,165,294 | 2,184,403 | 1,990,567 | 4,804,365 | |
| IIC-IFC Achiras Loan | U.S. dollars | Feb.32 | 5,274,094 | 593,367 | 1,113,567 | 1,016,569 | 2,550,591 | |
| Banco Galicia La Castellan II Loan | U.S. dollars | May.26 | 1,210,789 | 222,375 | 442,467 | 424,414 | 121,533 | |
| Banco Galicia La Genoveva II loan | U.S. dollars | May.26 | 3,258,006 | 630,884 | 1,117,953 | 1,069,129 | 440,040 | |
| IFC La Genoveva I Loan | U.S. dollars | May.34 | 10,215,201 | 787,093 | 1,595,574 | 1,577,954 | 6,254,580 | |
| Bond Class I Manque | U.S. dollars | Sep.23 | 2,033,064 | - | 2,033,064 | - | - | |
| Bond Class II Manque | Pesos | Sep.21 | 911,469 | 911,469 | - | - | - | |
| Bond Class I Los Olivos | U.S. dollars | Sep.23 | 925,650 | - | 925,650 | - | - | |
| Bond Class II Los Olivos | Pesos | Sep.21 | 467.335 | 467.335 | - | - | - | |
| Maintenance contracts thermal plants (long-term service agreements)(2) | U.S. dollars | Varies | 12,399,804 | 1,962,398 | 4,234,652 | 2,379,405 | 3,823,349 | |
| Wind Farms’ Operation and Maintenance contracts (2) | U.S. dollars | Varies | 3,084,267 | 471,793 | 969,221 | 891,609 | 751,644 | |
| Natural gas contracts(3) | U.S. dollars | Varies | 142,128,948 | 4,713,542 | 16,554,169 | 15,809,787 | 105,051,450 | |
| Gas transmission and distribution contracts(4) | Pesos and U.S. dollars | Varies | 72,408,721 | 1,749,452 | 6,102,197 | 2,588,854 | 61,968,218 | |
| Provincial fees and royalties(5) | Pesos | Dec.23 | 2,804,298 | 696,751 | 2,107,547 | - | - | |
| Construction of San Lorenzo Terminal 6 and Brigadier Lopez power plants | U.S. dollars | 24,209,938 | 3,535,884 | 20,349,367 | 324,687 | - | ||
| Long-term benefits to employees | Pesos | 2040 | 314,612 | 83,511 | 34,805 | 45,064 | 151,232 | |
| (1) |
| (2) | ||
| (3) | We have a |
| The amounts listed above depend, in part, on the generation of the applicable machinery, and we have made assumptions with respect to this factor, among others, utilizing models and software provided by CAMMESA, for purposes of estimating the amounts included in the table above. |
| (5) | Based on our internal estimates of the electric power generated by the Piedra del Águila plant, with expected future water flows. | |
Sales Obligations
The table below identifies the principal amounts of our main sales obligations from continuing operations and corresponding payments due to us as of December 31, 20172020 and the breakdown of when payments are due. The below obligations are not derived from the Energía Base. With respect to electric power sales, we agree to supply power to customers or purchase the energy for the customer. With respect to steam sales, we agree to provide a certain volume of energy production per hour (except during scheduled maintenance). In the event we cannot offer the agreed upon volume of energy in connection with our steam sales, we must pay penalties. Electric power sales and steam sales are denominated in U.S. dollars and were converted into pesos below at Ps.18.649Ps. 84.15 to US$1.00, which was the exchange rate quoted by the Banco de la NacióNación Argentina for U.S. dollars for wire transfers (divisas) as of December 29, 2017.30, 2020.
Expected revenue by period | Expected revenue by period | |||||||||
Total at December 31,2017 | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | Total at December 31, 2020 | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | |
(in thousands of Ps.) | (in thousands of Ps.) | |||||||||
Electric power sales | 29,405,961 | 650,748 | 2,357,026 | 2,685,145 | 23,713,042 | 142,184,663 | 6,025,842 | 11,907,605 | 11,841,203 | 112,410,013 |
Steam sales | 20,948,302 | 157,979 | 1,327,258 | 3,287,876 | 16,175,189 | 44,328,648 | 1,702,543 | 6,072,439 | 6,287,708 | 30,265,958 |
| Total | 50,354,263 | 808,727 | 3,684,284 | 5,973,021 | 39,888,231 | 186,513,311 | 7,728,385 | 17,980,044 | 18,128,911 | 142,675,971 |
| (1) | Prices are generally determined by agreements or formulas based on future market prices. Estimated prices used to calculate the monetary equivalent of these sales obligations for purposes of the table are based on current market prices as of December 31, | |
See the discussion at the beginning of this annual report under the heading “Forward-Looking Statements” for forward-looking statement safe harbor provisions.
Board of Directors
We are managed by our Board of Directors in accordance with the Argentine Corporate Law. Our Board of Directors makes management decisions, as well as those expressly set forth in the Argentine Corporate Law, our bylaws and other applicable regulations. In addition, our Board of Directors is responsible for carrying out shareholders’shareholders’ resolutions and fulfilling particular tasks expressly delegated by the shareholders.
According to our bylaws, our Board of Directors must be composed of 11 directors, and our shareholders may also appoint an equal or lesser number of alternate directors. As of the date of this annual report, our Board of Directors is composed of 11 directors and 11 alternate directors. All of our directors reside in Argentina.
Directors and their alternates are appointed for a term of one year by our shareholders during our annual shareholders’shareholders’ meetings. Directors may be reelected. Shareholders are entitled to elect up to one-third of the vacant seats by cumulative voting pursuant to Section 263 of the Argentine Corporate Law. Pursuant to Section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders’shareholders’ meeting where directors are appointed.
The latest election relating to our Board of Directors took place at the ordinary shareholders’shareholders’ meeting held on April 28, 2017.30, 2020.
During the first board meeting after directors have been appointed, they must appoint a chairman and vice-chairman of the board. The vice-chairman would automatically and temporarily replace the chairman in the event that the chairman is absent, resigns, dies, is incapacitated or disabled, removed or faces any other impediment to serve as chairman. A new chairman must be elected within ten days from the seat becoming vacant. The election of a new chairman must take place only if the situation that gives rise to the re-election is expected to be irreversible during the remaining term of office.
According to Section 26 of our bylaws, our Board of Directors has the broadest powers and authorities in connection with our direction, organization and administration, with no limitations other than those set forth by the applicable laws and regulations. The chairman is our legal representative.
The following table sets forth the current composition of our Board of Directors:
Name | Title | Date of first appointment to the board | Date of expiration of current term | Date of birth |
| Osvaldo Arturo Reca | the Board | April 5, 2011 | December 31, | December 14, 1951 |
| Guillermo Rafael Pons* | Director | April 30, 2020 | December 31, 2020 | September 22, 1964 |
| Miguel | Director | September | December 31, | February 16, 1955 |
| December 31, | October 19, 1954 | |||
| Juan José Salas* | Director | September 21, 2015 | December 31, 2020 | February 23, 1960 |
| Diego Gustavo Petracchi | Director | April 27, 2018 | December 31, 2020 | July 17, 1972 |
| Tomas Peres | Director | April 27, 2018 | December 31, 2020 | December 31, 1983 |
| Tomás José White* | Director | April 27, 2018 | December 31, 2020 | May |
| Director | April 15, 2009 | December 31, 2020 | September 26, 1974 | |
| Jorge Eduardo Villegas* | Director | April 28, 2017 | December 31, | |
| January 9, 1949 | ||||
| Director | December 31, | |||
| Alternate Director | December 31, |
| Alternate Director | April | December 31, | ||
| Adrián Gustavo Salvatore | Alternate Director | April 27, 2018 | December 31, 2020 | April 26, 1967 |
| Javier Alejandro Torre | Alternate Director | April 27, 2018 | December 31, 2020 | April 19, 1967 |
| Rubén Omar López | Alternate Director | April 27, 2018 | December 31, 2020 | April 17, 1964 |
| José Manuel Pazos | Alternate Director | September 21, 2015 | December 31, 2020 | September 14, 1971 |
| Enrique Gonzalo Ballester* | Alternate Director | April 28, 2017 | December 31, | January 19, 1954 |
| Juan Pablo Gauna | Alternate Director | April 28, 2017 | December 31, | October 10, 1976 |
| Alternate Director | April | December 31, | ||
| Gabriel Enrique Ranucci* | Alternate Director | April 30, 2020 | December 31, 2020 | April 7, 1974 |
| Jorge Anibal Rauber | Alternate Director | April 27, 2018 | December 31, 2020 | July 18, 1969 |
| * | Independent directors according to CNV rules, which differ from NYSE requirements for U.S. issuers. |
Note: Notwithstanding expiration of current term, under the company, bylaws, directors continue to serve in their capacity until the next shareholders’shareholders’ meeting.
The following are the academic and professional backgrounds of the members of our Board of Directors. The business address of each of the members of our Board of Directors is Avda. Thomas Edison 2701, Buenos Aires, Argentina.
Osvaldo Arturo Reca holds a degree in Engineering from the Universidad CatóCatólica Argentina. He also received an advanced degree in 1977 from North Carolina State University in the United States. He has been a member of our Board of Directors since 2011. From 1980 to 1984, he was a shareholder and director of Ingeniería de Avanzada S.A., a company engaged in the deployment of sanitary and gas facilities for housing developments. From 1984 to 1989, he served as general manager of Dufalp S.A., a leading company within the clothing industry (“Dufour”(“Dufour” was its principal brand). From 1989 to 2002, Mr. Reca served as commercial, operating and planning manager of Alpargatas S.A., a leading company in the clothing and footwear industry. He then developed an agricultural project for cereal and oilseeds production, which he still runs as of the date of this annual report. In addition, he currently serves as director of DGCE, IGCU and IGCE, and chairman of ESSA.production. He also served as vice chairman of HPDA from 2012 to 2015 and as a director of Transportadora de Gas del Norte S.A., Edesur S.A. and PB DistribucióDistribución S.A. In addition, he currently serves as chairman of the board of directors of DGCE, DGCU, IGCE and Energía Sudamericana S.A. He also serves as director of Coyserv S.A.
Guillermo Rafael Pons hold a degree in Accounting from the National University of Comahue, completed a Master in Business Administration at the International Business School, and has a postgraduate degree in Comprehensive Risk Management at the University of San Andres. He served as Secretary of Finance of the Municipality of Neuquén and was Director General of Administration of the Ministry of Government and Justice of Neuquén and Administrative Manager of the Executing Unit of External Financing, in the Province of Neuquén. He was hired as a Consultant by the Superintendency of Economic Management of the Province of Rio Negro, by the IDB, Aguas Rionegrinas, Legislature of Rio Negro, UNDP, and was an Accounting Advisor at Banco Provincia del Neuquén S.A. He was Director of the Pension Fund for Professionals in Economic Sciences and Vice President of the College of Accountants of Cipolletti, both in the Province of Rio Negro. He joined Banco Provincia del Neuquén S.A. in 2012, as Assigned to the General Management, and in 2013 he was appointed Deputy General Manager of Risk Management and Regulatory Compliance. On December 10, 2019, he was appointed Minister of Economy and Infrastructure of the Province of Neuquén.
Miguel Dodero holds a degree in Business Administration from the Universidad de Buenos Aires. He has been a member of our Board of Directors since 2015. He has previous work experience at Agencia Mar’Marítima Dodero S.A. and Compañía Argentina de NavegacióNavegación Intercontinental S.A. He served as chairman of Dodero Inmobiliaria y Mandataria S.A. from 1990 to September 2014. Mr. Dodero has been chairman of M. Dodero Compañía de Servicios S.A. since 1990. In addition, he has been chairman1989 and of Full Logistics S.A. since 2008, andas well as a shareholder of both companies. In addition, he currently serves as a director of IGCE, DGCU and DGCE.
Juan José Salas holds a degree in Engineering from the Universidad de La Plata. He has been a member of our Board of Directors since 2015. From 1983 to 1984, he completed postgraduate studies at the Instituto de Altos Estudios Empresariales. From 2010 to 2015, Mr. Salas has also served as operations and information systems manager of Autopistas del Sol S.A. Since 2017 he serves as COO and CTO at Autopistas Urbanas S.A.
Diego Gustavo Petracchi holds a degree in such capacityEconomics from the Universidad Católica Argentina and a Master in Science of Management (Sloan Program) from Stanford University. He is currently developing a project in the senior living (residences for adults) business. He is the founder and currently serves as Chief Executive Officer of Yugen S.A. From 2006 to 2007. From 1997 to 2001,2015, he was CEOa director of Showcenter,NDM Holding (Valle de las Leñas S.A.), a Company engaged in tourism, real state and agribusiness. He has also served as a director of Nieves de Mendoza S.A., Santa Rosa del Monte S.A., Rio Lobo S.A., Valles Mendocinos S.A. In addition, from 1995 to 2006, he worked in different positions, including Vice President, in Prefinex S.A., a company that provides financial advisory services.
Tomas Peres holds a degree in Business Administration from the Universidad de San Andrés. From 2007 to 2009 he worked in the audit department of KPMG. From 2009 to 2015 he worked at Ultrapetrol American Barge Line, first as bunker responsible, and then as chief of commercial planning. He currently serves as an advisor of the Ministry of Transport of the Republic of Argentina Director of Inversora de Gas del Centro S.A. and Energía Sudamericana S.A.
Marcelo Suvá holds a degree in Economics from the Universidad Católica Argentina. He has served as alternate director of CEI Citicorp Holdingsour Board of Directors since 2008. He was shareholder of Coinvest SA, a private equity company, as well as of MBA Banco de Inversiones S.A. (currently known as Lazard Argentina SA), a leading Argentine investment company in telecommunications, cable, communications and Internet services in Argentina at that time. From 1982 to 1993,bank, where he was also member of its Board of Directors and took part in various M&A transactions. He also served as Director of HNQ. In addition, he serves as a senior manager of the international divisionRMPE and chiefDirector of investment bankingPB Distribución S.A. and Distrilec Inversora S.A. He also serves as Alternate Director of Banco Río de la PlataIGCE SA, DGCU SA, DGCE SA and RPS Consultores S.A. (“Banco R’o”), and as well as director and managerliquidator of APDT and IRHE. While in Banco Río, Mr. Pérès Moore was in charge of the international public offerings of Telefónica de Argentina and Telecom de Argentina, as well as the securities and share swaps department. From 1977 to 1982, Mr. Pérès Moore held senior positions within Argentina’s banking sector, mainly in Banco Francés del Río de la Plata, a subsidiary of J.P. Morgan.RPM Gas SA. He also currently serves as chairman of DGCURPE Distribución SA and DGCE and director of IGCU and IGCE. In addition, Mr. Pérès MooreHidro Distribución SA. He is a memberalso Chairman of the board of directors of various private sector companies, including RPM Gas S.A., CP Renovables, CP La Castellana, CP Achiras, RMPE Asociados S.A. (“RMPE,” formerly known as SADESA Servicios S.A.), Gasinvest S.A., PB Distribución S.A., Distrilec Inversora S.A., Edesur S.A., RPE Distribución S.A., RPU Agropecuaria S.A. and Parques Eólicos Australes S.A.
Cristian López Saubidet holds a degree in Industrial Engineering from the Instituto TecnolóTecnológico de Buenos Aires (ITBA) and a Master’sMaster’s degree in Business Administration from the University of California, Los Angeles. He has been a member of our Board of Directors since 2009. From 2005 to 2008, he worked for HSBC USA Inc. within the consumer loans and mortgages group. From 1998 to 2005, Mr. Saubidet worked as a consultant at Mckinsey & Co. Since 2008,Currently, he has servedserves as director in many companies, including Patagonia Gold S.A.,Corp, Agropecuaria Cantomi S.A., Plusener S.A., and San Miguel S.A., in which he has been member of the executive committeeExecutive Committee since 2014.
Justo Pedro Sáenz completed the “Advanced“Advanced Management Program”Program” at The Wharton School, University of Pennsylvania in the United States. He has served as alternate director of our Board of Directors since 2008. He hasFrom 2007 to 2016, he served as administration and human resources manager of Central Puerto, and since 2007.2016 he serves as administration manager of Central Puerto. From 2005 to 2007, he worked at Cima Investments in the new business area. From 2003 to 2005, he served as Chief Financial Officer of Banco de Servicios y Transacciones S.A. In 2002, he co-founded Idun Inversiones S.A. From 2000 to 2001, he held the pos1itionposition of partner and finance manager of Softbank Latin America Ventures, Venture Capital Fund. From 1984 to 2000, he worked at Merchant Bankers Asociados, MBA Banco de Inversiones and MBA Sociedad de Bolsa. He has been a partner of Merchant Bankers Asociados since 1992, which was affiliated with Salomon Brothers and the investment company of Nicholas Brady, former U.S. Secretary of Treasury. In addition, he currently serves as a director of Proener S.A.U., Vientos La Genoveva S.A.U. and Vientos La Genoveva II S.A.U., and as an alternate director of IGCE, DGCU, DGCE, Parques Eólicos AustralesCP Renovables S.A., CP Renovables, CP Patagones S.A.U., CP Achiras CP Achiras II S.A.U. and, CP La Castellana.Castellana S.A.U., CPR Energy Solutions S.A.U., CP Manque S.A.U. y CP Los Olivos S.A.U.
Javier Alejandro Torre holds a degree in EconomicsHuman Resources from the University of Buenos Aires and a Master in Business Administration from the University of Buenos Aires. From 2011 to 2016, he was human resources manager of Argentine operations in LyondellBasell. He has been our human resources manager since 2016. He previously worked at ExxonMobil for almost 20 years, where he held different positions in the commercial and human resources areas.
Rubén Omar López holds a degree in Electrical Engineering from the Universidad CatTecnológica Nacional. He also holds a postgraduate degree in Business Management from Universidad de Buenos Aires. From 2013 to 2019, he was our planning and regulation manager, from 2019 to April 2020 he was our Strategic Planning Director. Since April 2020, he is our Renewable Energy Manager. He has more than 30 years of experience in the utilities sector, where he has held different positions both in technical and commercial areas. In addition, he currently serves as director of EDESUR S.A. and alternate director of Distrilec Inversora S.A. He currently serves as Chairman of: CP Achiras S.A.U., CP La Castellana S.A.U., CPR Energy Solutions S.A.U., Central Aimé Painé S.A., Vientos La Genoveva S.A.U., Vientos La Genoveva II S.A.U., CP Manque S.A.U. and CP Los Olivos S.A.U., In addition, he has been a director in Compañía Administradora del Mercado Mayorista Eléctrico (CAMMESA) since 2015 to August 2019.
Juan Pablo Gauna Otero holds a degree in Accounting from the Universidad Argentina JF Kennedy. In addition, he took a graduate level coursecourses in Executive Business Administration in IAE Business School.School, GIP program in strategy at Harvard Business School, GIP program in innovation (IESE University, New York) and holds a post-graduate degree from the University of Buenos Aires in administration and management of SMEs (small and medium-sized enterprises). From 1997 to 2002, he served as senior accountant of Banco Privado de Inversiones. From 2003 to 2009, he served as finance manager of Big Bloom SA (Wanama and John L Cook). From 2010 to 2012, he served as finance manager of BTM Argentina. He is currently a member of the boards of directors of the following companies: Patagonia Gold S.A. (mining), Minera Minamalu S.A. (mining), Cheyenne S.A. (air taxi services), Plusener S.A. (energy), MB Holding S.A, Huemeles SA (mining), Leleque Explotación (mining), Agropecuaria Cantomi SA (Agriculture), Enter Bar Sa (polo club), Motion Ventures SAS (innovation & technology) and (Mojame SA), as well as a syndic of Minera Aquiline Argentina S.A. and Delta del Plata S.A., Patagonia Gold S.A., Minera Minamalu S.A., Cheyenne S.A., Plusener S.A. and MB Holding In addition, Mr. Otero currently serves as accountant of Agropecuaria Cantomi S.A.
Diego Federico Cerdeiro holds a degree in Business Administration from the Universidad de San Andrés, a post-graduate degree in Finance of the same university and a MBA from the Wharton School of the University of Pennsylvania. From 1998 to 2005, he worked as senior credit officer at the branch of Bayerische Vereinsbank AG (now Unicredit) in Argentina. From 2007 to 2017 he worked in the United States at Morgan Stanley, McKinsey & Co., and served as CFO and Board Member of ChenMed, a fast-growing healthcare company. In 2017, Federico returned to Argentina as CFO of Biosidus and since 2018, he serves as CEO of a Family Office where he manages a portfolio of companies and investments.
Gabriel Enrique Ranucci holds a Law degree received from the University of Belgrano in 1999. Since 2001 he joined as Legal Advisor of the Subsecretariat of Public Revenues of the Province of Neuquén, until 2012. From 2012 to 2015 he was appointed Director General of Legal of the Provincial Directorate of Revenues of the Province of Neuquén. From 2015 to 2017 he was appointed Provincial Director of Legal Affairs and Concessions dependent on the Subsecretariat of Public Revenues of the Province of Neuquén. From December 10, 2017 to the present, he has been appointed as Administrative Technical Coordinator of the Ministry of Energy and Natural Resources of the Province of Neuquén.
Jorge Anibal Rauber holds a degree in Electrical Engineering from the Universidad Nacional de la Plata and post-graduate degrees in Electrical Market Management from the Instituto Tecnológico de Buenos Aires (ITBA) and in Business from the Universidad Di Tella. From 2006 to 2012, Mr. Rauber worked as general manager of AES Argentina Generación S.A. From 2016 to 2017, he served as general manager of Subterráneos de Buenos Aires Sociedad del Estado. He currently serves as vice-chairman of Termoeléctrica José de San Martin S.A. From 2017 to March, 2021, Mr. Rauber served as Chief Executive Officer of Central Puerto.
Duties and Liabilities of Directors
Directors have the obligation to perform their duties with the loyalty and the diligence of a prudent business person.businessperson. Under Section 274 of the Argentine Corporate Law, directors are jointly and severally liable to the company, the shareholders and third parties for the improper performance of their duties, for violating any law or the bylaws or regulations, if any, and for any damage to these parties caused by fraud, abuse of authority or gross negligence. The following are considered integral to a director’sdirector’s duty of loyalty: (i) the prohibition on using corporate assets and confidential information for private purposes; (ii) the prohibition on taking advantage, or allowing another to take advantage, by action or omission, of the business opportunities of the corporation; (iii) the obligation to exercise board powers only for the purposes for which the law, the corporation’scorporation’s bylaws or the shareholders’shareholders’ or the board of directors’directors’ resolutions were intended; and (iv) the obligation to take strict care so that acts of the board do not go, directly or indirectly, against the corporation’scorporation’s interests. A director must inform the board of directors and the Supervisory Committee of any conflicting interest he or she may have in a proposed transaction and must abstain from voting thereon.
In general, a director will not be held liable for a decision of the board of directors, even if that director participated in the decision or had knowledge of the decision, if (i) there is written evidence of the director’sdirector’s opposition to the decision and (ii) the director notifies the Supervisory Committee of that opposition. However, both conditions must be satisfied before the liability of the director can be contested before the board of directors, the Supervisory Committee or the shareholders or relevant authority or the commercial courts.
Section 271 of the Argentine Corporate Law allows directors to enter into agreements with the company that relate to such director’sdirector’s activity and under arms’arms’ length conditions. Agreements that do not satisfy any of the foregoing conditions must have prior approval of the board of directors (or the Supervisory Committee in the absence of board quorum), and must be notified to the shareholders at a shareholders’shareholders’ meeting. If the shareholders reject the agreement, the directors or the members of the supervisory committee, as the case may be, shall be jointly and severally liable for any damages to the company that may result from such agreement. Agreements that do not satisfy the conditions described above and are rejected by the shareholders are null and void, without prejudice to the liability of the directors or members of the Supervisory Committee for any damages to the company.
The acts or agreements that a company enters into with a related party involving a relevant amount shall fulfill the requirements set forth in Section 72 and 73 of Law No. 26,831.Argentine Capital Markets Law. Under Section 72, the directors and syndics (as well as their ascendants, descendants, spouses, brothers or sisters and the companies in which any of such persons may have a direct or indirect ownership interest) are deemed to be a related party. A relevant amount is considered to be an that which exceeds 1.00% of the net worth of the company as per the latest balance sheet. The board of directors or any of its members shall require from the audit committee a report stating if the terms of the transaction may be reasonably considered adequate in relation to normal market conditions. The company may proceed with the report of two independent evaluating firms that shall have informed them about the same matter and about the other terms of the transaction. The board of directors shall make available to the shareholders the report of the audit committee or of the independent evaluating firms, as the case may be, at the main office on the business day after the board’sboard’s resolution was adopted and shall communicate such fact to the shareholders of the company in the respective market bulletin. The vote of each director shall be stated in the minutes of the board of directors approving the transaction. The transaction shall be submitted to the approval of the shareholders of the company when the audit committee or both evaluating firms have not considered the terms of the transaction to be reasonably adequate in relation to normal market conditions. In the case where a shareholder demands compensation for damages caused by a violation of Section 73, the burden of proof shall be placed on the defendant to prove that the act or agreement was in accordance market conditions or that the transaction did not cause any damage to the company. The transfer of the burden of proof shall not be applicable when the transaction has been approved by the board of directors with the favorable opinion of the audit committee or the two evaluating firms.
We may initiate causes of action against directors if so decided at a meeting of the shareholders. If a cause of action has not been initiated within three months of a shareholders’shareholders’ resolution approving its initiation, any shareholder may start the action on behalf of and on the company’scompany’s account. A cause of action against the directors may be also initiated by shareholders who object to the approval of the performance of such directors if such shareholders represent, individually or in the aggregate, at least 5.00% of the company’scompany’s capital stock.
Except in the event of our mandatory liquidation or bankruptcy, shareholder approval of a director’sdirector’s performance, or express waiver or settlement approved by the shareholders’shareholders’ meeting, terminates any liability of a director vis-à-vis the company, provided that shareholders representing at least 5.00% of the company’scompany’s capital stock do not object and provided further that such liability does not result from a violation of law or the company’scompany’s bylaws.
Under Argentine law, the board of directors is in charge of the company’scompany’s management and administration and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine Corporate Law, the company’scompany’s bylaws and other applicable regulations. Furthermore, the board of directors is responsible for the execution of the resolutions passed in shareholders’shareholders’ meetings and for the performance of any particular task expressly delegated by the shareholders.
Meetings, Quorum, Majorities
Pursuant to Section 23 of our bylaws, our Board of Directors’Directors’ meetings require a quorum of an absolute majority of its members. Our Board of Directors functions and acts upon the majority vote of its members present at its meetings either physically or via videoconferencing.
Our Board of Directors’Directors’ minutes must be drafted and signed by directors and syndics who are present at the meeting within five days from the date on which it was held. Members of our Supervisory Committee must register in the minutes the names of the directors who have participated in the meeting remotely and that the decisions made therein were made in accordance with the law. The minutes must include the statements from directors participating in person and remotely and must state their respective votes on each decision made.
The chairman, or the individual acting in lieu of the chairman pursuant to applicable law, may call meetings when deemed convenient, or when so required by any director or the supervisory committee. The meeting must be called within five days from the request; otherwise, the meeting may be called by any of the directors. Our Board of Directors’Directors’ meetings must be called in writing and notice thereof must be given to the address reported by each director. The notice must indicate the date, time and place of the meeting and the meeting agenda. Business that is not included in the notice may be discussed at the meeting only to the extent all permanent directors are present and have cast their unanimous vote.
Compensation
Our shareholders fix our directors’directors’ compensation, including their salaries and any additional wages arising from the directors’directors’ permanent performance of any administrative or technical activity. Compensation of our directors is regulated by the Argentine Corporate Law and the CNV regulations. Any compensation paid to our directors must have been previously approved at an ordinary shareholders’shareholders’ meeting. Article 261 of the Argentine Corporate Law provides that the compensation paid to all directors and syndics in a year may not exceed 5.00% of net income for such year, if the company is not paying dividends in respect of such net income. The Argentine Corporate Law increases the annual limitation on director compensation to up to 25.00% of net income based on the amount of dividends, if any, that are paid. In the case of directors that perform duties at special commissions or perform administrative or technical tasks, the aforementioned limits may be exceeded if a shareholders’shareholders’ meeting so approves, such issue is included in the agenda, and is in accordance with the regulations of the CNV. In any case, the compensation of all directors and members of the Supervisory Committee requires shareholders’shareholders’ ratification at an ordinary shareholders’shareholders’ meeting.
Certain of our directors perform managerial, technical and administrative functions. We compensate directors who perform such functions for their roles both as directors and as executive officers.
During the annual ordinary shareholders’shareholders’ meeting convened for April 27, 2018,30, 2021, the shareholders will consider the approval of the directors’directors’ fees that amounted to a total of Ps. 3,184,660.13Ps.12,510,000 for services rendered in 2017,2020, which were paid in 2017.2020.
As of the date of this annual report, neither we, nor any of our affiliates, have entered into any agreement that provides for any benefit or compensation to any director after expiration of his or her term.
Independence Criteria of Directors
In accordance with the provisions of Section 4, Chapter I, Title XII “Transparencia en el Ámbito de la Oferta Pública” and Section 11, Chapter III, Title II “Órganos de Administración y Fiscalización, Auditor’aAuditoría Externa” of the CNV rules, we are required to report to the shareholders’shareholders’ meeting, prior to vote the appointment of any director, the status of such director as either “independent”“independent” or “non-independent.“non-independent.” At present José Luis Morea, Juan JoséJosé Salas, Miguel Dodero, Gonzalo Sundblad,Tomas José White, Jorge Eduardo Villegas, Cristian López Saubidet, MarioOscar Luis Espada, Liliana Murisi,Gosio, Guillermo Rafael Pons, Gonzalo Ballester, Juan Carlos Martín Casas, Pablo Javier Verga, Juan Pablo Gauna OteroFederico Cerdeiro and Pablo HourbeigtGabriel Enrique Ranucci are independent members of our Board of Directors according to the criteria established by the CNV, which may differ from the independence criteria of the NYSE and NASDAQ. See ““Item 6.—Audit Committee”Committee” for further details about independence requirements of the members of our Audit Committee at the time of the offering.
Corporate Governance
We have adopted a corporate governance code to put into effect corporate governance best practices, which are based on strict standards regarding transparency, efficiency, ethics, investor protection and equal treatment of investors. The corporate governance code follows the guidelines established by the CNV. We have also adopted a codeCode of ethics and an internal conduct codeBusiness Conduct designed to establish guidelines with respect to professional conduct, morals and employee performance.
Senior Officers
The following table sets forth the current composition of our management team:
Name | Title | Date of first appointment to position | Date of Birth |
Fernando Roberto Bonnet(1) | CEO | ||
| March 23, 1977 | |||
Enrique Terraneo(2) | CFO | 2021 | October 13, 1974 |
| Eduardo Nitardi | Engineering Director | 2016 | July 18, 1955 |
| Alberto Francisco Minnici | Production and Combined Cycle Plant Manager | 2015 | April 14, 1965 |
| 2014 | February 18, 1967 | ||
Justo Pedro | Administration Manager | 2007 | May 2, 1958 |
| General Counsel, Head of Legal Area | 2015 | September 14, 1971 | |
| April 17, 1964 | |||
| Commercial | |||
| Leonardo Marinaro | Legal Affairs Manager | 2007 | April 25, 1963 |
| Javier Alejandro Torre | Human Resources Manager | 2016 | April 19, 1967 |
| 2019 | April 26, 1967 | ||
| Martín Fernández Barbiero | Compliance and Internal Audit Manager | April 28, 1971 | |
| Leonardo Katz | Director de Planificación Estratégica | 2020 | March |
| (1) | On March 31, 2021, Mr. Jorge Rauber stepped down as Chief Executive Officer of the Company due to personal reasons. Mr. Fernando Bonnet, our then Chief Operating Officer, was appointed Chief Executive Officer effective as of April 1, 2021. |
| (2) | Mr. Enrique Terraneo was appointed Chief Financial Officer of the Company, effective as of April 12, 2021. |
| (3) | From 2007 to 2016, he served as administration and human resources manager of Central Puerto, and since 2016 he serves as administration manager of Central Puerto. |
The following are the academic and professional backgrounds of our senior management. The business address of each of the members of our senior management team is Avda. Thomas Edison 2701, Buenos Aires, Argentina.
Fernando Roberto Bonnet holds a degree in Accounting from the Universidad Nacional de Buenos Aires. In addition, from 2009 to 2010, he took a graduate level course in Executive Business Administration in IAE Business School, Universidad Austral. Since April 1, 2021, he serves as the Chief Executive Officer of our company. From March 2020 to March 2021, he served as the Chief Operating Officer of our company. He has served as finance managerCFO of our company since 2010 (position that he continues to hold until his replacement is appointed) and, from 2008 to 2010, he also served as tax manager. He served as tax manager of Ernst & Young Argentina. Mr. Bonnet servedcurrently serves as directorvice-chairman of Distrilec Inversora S.A.Proener S.A.U. and Edesur S.A.CP Renovables S.A He currently serves as an alternate director of CP Renovables,Achiras S.A.U., CPR Energy Solutions S.A.U., CP La Castellana S.A.U., CP Achiras, IGCU, IGCEPatagones S.A.U., Vientos La Genoveva S.A.U., Vientos La Genoveva II S.A.U., Central Aimé Painé S.A., CP Manques S.A.U. and Parques ECP Los Olivos S.A.U.
Eduardo Luis Nitardi holds a degree in Mechanical-Electric Engineering from the Universidad Nacional de CóCórdoba. In addition, from March 1999 to November 2000, he took a graduate level course of Master in Administration of the WEM in Instituto TecnolóTecnológico de Buenos Aires. From March 2002 to November 2002, Mr. Nitardi took a graduate level course in Direction Development in IAE Business School, Universidad Austral. Mr. Nitardi has 39 years of experience in the electric power industry both in the transmission and electric power generation segments. He has served as Central Puerto’sPuerto’s Engineering Director since 2016. Previously, he served as CEO of CVOSA from 2012 to 2015, planning and works manager of Central Puerto since 2011 to 2012, and Technical Director in Transener S.A. since 2008 to 2011. He served as technical manager in the same company since 1997 to 2008.
Alberto Francisco Minnici holds a degree in Electrical Engineering from the Universidad TecnolóTecnológica Nacional. Mr. Minnici has 31 years of experience in the electric power industry. He has served as Central Puerto’sPuerto’s Production and Combined Cycle Plant Manager since 2015. Previously, he served as Plant Operations Manager of the Puerto Complex from 2012 to 2015 and as Plant Operations Manager of the combined cycle plant of the Puerto Complex located in the City of Buenos Aires from 2008 to 2012, among other positions within Central Puerto.
José Mar’aMaría Saldungaray holds a degree in Electrical Engineering from the Universidad Nacional del Sur, Bah’Bahía Blanca, Argentina. He has been our control, planning and works manager since 2014. He currently serves as director of CAMMESA, as alternate director of Proener S.A.U., OSA, TGMVientos la Genoveva S.A.U. and DGCE.Vientos La Genoveva II S.A.U. He also served as commercial manager of HPDA and was a member of the board of directors of CTMCentrales Térmicas Mendoza S.A. and LPC.
Leonardo Marinaro holds a degree in law from the Universidad CatóCatólica Argentina. He has been our legal affairs manager since 2007. Mr. Marinaro has served as director of La Plata Cogeneración S.A.,LPC, CTM and Edesur S.A. He is currently a director of TGM, CP Renovables CPS.A., Vientos La Castellana, CP AchirasGenoveva S.A.U. and Parques Eólicos Australes S.A.Vientos La Genoveva II S.A.U., and alternate director of DGCU,Proener S.A.U., Central Vuelta de Obligado S.A., TMB, TJSM, Distrilec Inversora S.A., Central Aimé Painé S.A., DGCE, ESSA, IGCUIGCE, and IGCE.Energía Sudamericana S.A.
For the biography of Mr. Justo Pedro SáSáenz, José Manuel Pazos, Rubén Omar López, Javier Alejandro Torre and Adrián Salvatore see ““Item 6.—Board of Directors.”
Compensation
In 2017,2020, our management received compensation and fees totaling Ps. 50,437,356.86,160.31 million (in nominal values), of which Ps. 13,275,835.9838.1 million consisted of an annual bonus. The annual bonus to management is normally between three and four times their salaries and is based on certain performance thresholds related to the amount of work performed and the importance of such work to our business. We also compensate directors who perform managerial, technical and administrative functions for their roles both as directors and as executive officers.
Audit Committee
Under the SEC rules applicable to corporate governance, we are required to maintain an audit committee. Each of the members of the audit committee must be financially literate and one must have accounting or related financial management expertise.
Pursuant to Argentine Capital Markets Law No. 26,831 and its implementing regulations, we are required to have an audit committee consisting of at least three members of our Board of Directors with experience in business, finance, accounting, banking and audit matters. Under CNV regulations, at least a majority of the members of the audit committee must be independent directors under CNV standards.
On April 16, 2017, CNV issued Resolution No. 730/2018, which modified the criteria and requirements applicable for directors of companies admitted to the public offering regime of its shares. The main changes introduced by Resolution No. 730/2018 are as follows:
Independent directors will cease to be independent after 10 years of holding a position of director but will be eligible to return to their independent status three years after leaving office.
The threshold constituting a “significant participation” has been reduced from a 15% holding of capital stock to a 5% holding of capital stock;
The following criteria preclude a person from being considered “independent”: (i) being connected with the company or the company´s shareholders that have (direct or indirect) significant participations, or being connected with companies in which the aforementioned shareholders have (direct or indirect) significant participations; (ii) maintaining a frequent professional relation, of relevant nature and volume, with, or receiving remuneration or fees from, the company, its shareholders who have a (direct or indirect) significant participation, or companies in which the aforementioned shareholders have (direct or indirect) significant participations; (iii) maintaining a significant participation, through the possession of shares of the capital stock and/or the votes, in the company and/or in another company in which the company has a significant participation; (iv) on a regular basis, selling and/or providing goods and/or services of relevant nature and volume (directly or indirectly) to the company or to shareholders that have (direct or indirect) significant participations; (v) being the director, CEO, administrator or principal executive for a non-profit organization which has received funds in amounts exceeding those established by Resolution No. 30/2011 of the UIF (currently equivalent to Ps.300,000)Ps. 300,000) from the company or its parent company; (vi) receiving any payments from the company or companies of the same group other than fees as a director or dividends as shareholder; and (vii) being a member of the administrative or supervisory committee and/or holding a significant participation (directly or indirectly) with respect to one or more companies that are registered as Agente de Negociación, Agente de Liquidación y Compensación y/o Agente de Corretaje de Valores Negociables.
It is necessary to comply with all the conditions of independence set forth above for at least three years before the appointment. Our Audit Committee is composed of three members designated by our Board of Directors who are financially literate.Directors. Mr. Miguel DoderoJuan José Salas, Mr. José Luis Morea and Mr. Jorge Eduardo VillegasTomas White are independent under Rule 10A-3 underof the Exchange Act (“(“Rule 10A-3”10A-3”) and applicable NYSE standards, which are different from the general test for independence of board and committee members. Our board of directors has determined that Mr. Miguel Dodero isTomas White qualifies as a financial expert within the meaning of the rules adopted by the ComissionCommission relating to the disclosure of financial experts on audit committees in periodic filings pursuant to the Exchange Act.
Independence Requirements under Commission Rule 10-A3
Pursuant to NYSE Rule 303A.06, we are required to have an audit committee that complies with Rule 10-A3. Under rule 10-A3, we are required to comply with certain independent standards. Each member of the audit committee must be independent and a member of the board of directors. Pursuant to Rule 10-A3, in order to be considered “independent”“independent”, a member of an audit committee of a listed issuer may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:
| accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof. Compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the listed issuer (provided that such compensation is not contingent in any way on continued service); or |
| be an affiliated person of the issuer or any subsidiary thereof. |
Additionally, as of the date of effectiveness, at least one of the members of the audit committee must meet the criteria for independence under Rule 10-A3. By the ninetieth day following the effectiveness date, all but one member of the board of directors must meet the criteria for independence under Rule 10-A3.
Pursuant to Argentine Capital Markets Law, No. 26,831, the Audit Committee, among other things:
| ● | advises on the Board of |
| ● | oversees our internal control mechanisms and administrative and accounting procedures and assesses the reliability of all financial and other relevant information filed with the CNV and other entities to which we report; |
| ● | oversees our information policies concerning risk management; |
| ● | provides the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders; |
| ● | advises on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors; |
| ● | advises on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited; |
| ● | verifies the fulfillment of any applicable rules of conduct; and |
| ● | issues |
Additionally, the Audit Committee is required to prepare an annual working plan and present it to the Board of Directors and the Supervisory Committee. Members of the Board of Directors, members of the Supervisory Committee and external independent accountants are required to attend the meetings of the Audit Committee if the Audit Committee so requests it, and are required to grant the Audit Committee full cooperation and information. The Audit Committee is entitled to hire experts and counsel to assist it in its tasks and has full access to all of our information and documentation.
The following chart shows the members of our Audit Committee according to the resolution passed at the Board of Directors’Directors’ meeting held on May 11, 2017:27, 2020
Name | Title | Date of first appointment to position | Date of birth | Status(1) | |
| Tomás José White | Chairman | May 14, 2018 | May 18, 1957 | Independent | |
| Juan José Salas | Member | May | February | Independent | |
| José Luis Morea | Member | May 13, 2019 | October | ||
| Jorge Eduardo Villegas | Alternate Member | May 11, 2017 | January 9, 1949 | Independent | |
| Alternate Member | |||||
| Independent |
| (1) | Status based on rules of the CNV and the Commission. |
For the biographies of the members of our Audit Committee, see ““Item 6.—Board of Directors.”
Supervisory Committee
We have a monitoring body called the supervisory committee (“(“Supervisory Committee”Committee”). Our Supervisory Committee consists of three syndics and three alternate syndics appointed by shareholders at our annual ordinary shareholders’shareholders’ meeting. The syndics and their alternates are elected for a period of one year, and are vested with the powers set forth by the Argentine Corporate Law No. 19,550 and other applicable legal provisions. Any compensation paid to our syndics must have been previously approved at an ordinary shareholders’shareholders’ meeting. The term of office of the members of the Supervisory Committee expiresexpired on December 31, 2017.
2020
Members of our Supervisory Committee are also authorized to attend Board of Directors’Directors’ and shareholders’shareholders’ meetings, call extraordinary shareholders’shareholders’ meetings and investigate claims brought in writing by shareholders who own more than 2.00% of our outstanding shares. Pursuant to the Argentine Corporate Law, only lawyers and accountants admitted to practice in Argentina and domiciled in Argentina or civil partnerships composed of such persons may serve as syndics in an Argentine sociedad anónima, or limited liability corporation. Following the registration of the 2016 Merger, members of our Supervisory Committee may call for an ordinary shareholders’shareholders’ meeting, in the specific cases provided by law, as deemed necessary by any of them, or otherwise when so required by shareholders representing no less than 5.00% of our capital stock. Pursuant to Section 294 of the Argentine Corporate Law, our Supervisory Committee must review our books and records, when deemed convenient and at a minimum on a quarterly basis.
Following the registration of the amendment to our bylaws dated June 3, 2015, our Supervisory Committee holds meetings and makes decisions with the presence and affirmative vote of at least two of its members, notwithstanding the rights granted by law to the dissenting syndic. Before the registration of the 2016 Merger, meetings of the Supervisory Committee could be called by any of its members, its meetings were held with the attendance of all of its members and decisions were adopted by a majority of votes, notwithstanding the rights granted by law to the dissenting syndic.
Our Supervisory Committee must hold meetings at least once a month. Meetings may also be called at the request of any of its members within five days from the date the request is submitted to the chairman of our Supervisory Committee or our Board of Directors, as the case may be. Notice of all meetings must be given in writing to the address indicated by each syndic at the time of holding office.
Our Supervisory Committee must be presided over by one of its members, elected by a majority of votes, at the first meeting held every year. At that time, the member who will act in lieu of the chairman in his or her absence shall also be elected. The chairman represents our Supervisory Committee before our Board of Directors.
The following chart shows the members of our Supervisory Committee according to the resolution passed at the annual ordinary shareholders’shareholders’ meeting held on April 28, 2017.30, 2020. According to Technical Resolution No. 15 of the Argentine Federation of Professional Counsel of Economic Sciences and Section III, Chapter III of Title II of the CNV rules, all of our syndics and alternate syndics are independent.
Name | Office | Date of first appointment to position | Profession | Date of birth |
| Carlos C. Adolfo Halladjian | Syndic | April 16, 2013 | Public Accountant | March 8, 1977 |
| Eduardo Antonio Erosa | Syndic | April 16, 2013 | Public Accountant | October 6, 1958 |
| Juan Antonio Nicholson | Syndic | April 27, 2018 | Lawyer | July 21, 1947 |
| Horacio Ricardo Erosa | Alternate Syndic | April 16, 2013 | Public Accountant | December |
| Carlos Adolfo Zlotnitzky | Alternate Syndic | Public Accountant | April 4, 1981 | |
| Alternate Syndic | Lawyer |
The following are the academic and professional backgrounds of our Supervisory Committee members:
Carlos C. Adolfo Halladjian holds a degree in Accounting, magna cum laude,, from the Universidad de Buenos Aires. He has served as a syndic of our Supervisory Committee since 2013. He has been a partner of the Halladjian y Asociados accounting firm since 2010. He serves as syndic of the following companies: Proener S.A.U., CVOSA, TJSM, Empresa Distribuidora Sur Sociedad AnóAnónima (EDESUR S.A,S.A), RPBC Gas S.A., CP Renovables, Magna Asset Management S.A., Central Aimé PainéAimé Painé S.A, CP La Castellana S.A.U., CP Achiras S.A.U., PB DistribucióDistribución S.A, RPE Distribución S.A., CP Patagones S.A.U., Central Aimé Painé S.A., Vientos La Genoveva S.A.U. and Parques Eólicos AustralesVientos La Genoveva II S.A.U., as well as an alternate syndic of the following companies: IGCE, DGCU, DGCE, Energía Sudamericana S.A., COYSERV S.A., CP Manque S.A.U. and CP Los Olivos S.A.U.
.Eduardo Antonio Erosa holds a degree in Accounting from the Universidad CatóCatólica Argentina in 1985. He has served as a syndic of our Supervisory Committee since 2013. He currently is CEOPresident of the Board of Directors of Compañía Argentina de NavegacióNavegación de Ultramar S.A. In addition, he is aan alternate syndic of LE Capital S.R.L RPM Gas S.A., RPE Distribución S.A. and Hidro DistribuciónCentral Aimé Painé S.A.
Juan Antonio Nicholson holds a degree in law from the Universidad de Buenos Aires, where he also was adjunct professor of Commercial Law. He is partner at the law firm Nicholson y Cano Abogados. He served as a director and syndic of several companies. Since 2005 he has been a syndic of HSBC Bank Argentina. He is also president of el Tunalito S.A. Since 2018 he serves as a member of our Supervisory Committee
Horacio Ricardo Erosa holds a degree in Accounting from the Universidad de Buenos Aires. He has served as an alternate syndic of our Supervisory Committee since 2013. He is currently memberChairman of the board of directors of Compañía Argentina de NavegacióNavegación de Ultramar S.A. and also serves as syndic of LE Capital S.R.L., Las Margaritas S.A. and Inversiones AzpirozCentral Aimé Painé S.A.
Carlos Adolfo Zlotnitzky holds a degree in Accounting from the Universidad de Buenos Aires. He has served as an alternate syndic of our Supervisory Committee since 2015. He works as an independent accountant and tax and accounting advisor for both legal entities and individuals. He currently serves as alternate syndic of DGCE, DGCU, IGCU, IGCE, Central Aime PainéAimé Painé S.A. ESSA, CP Manques S.A.U. and ESSA.CP Los Olivos S.A.U.
Compensation
During the annual ordinary shareholders’shareholders’ meeting convened for April 27, 2018,30, 2021, the shareholders will consider the approval of the Supervisory Committee’sCommittee’s fees of Ps.400,000Ps.950,000 (in nominal terms) for services rendered in 2017.2020.
Family Relationships
Share Ownership
The table below sets forth information concerning the share ownership of our directors and members of our administrative, supervisory or management bodies as of April 5, 2018.19, 2021.
| Name | Title | Shares | % of shares |
Eduardo José Escasany | Alternate Director | 77,471,913 | 5.12% |
Diego Fernando Miguens(1) | Alternate Director | 9,975,857 | 0.66% |
Name | Title | Shares | % of shares |
| Marcelo Suvá | Alternate Director | 1,500,000 | 0.10% |
| Fernández Barbiero, Martín | Compliance and Internal Audit Manager | 285 | 0.00% |
| Leonardo Katz | Director de Planificación Estratégica | 2,675 | 0.00% |
| Enrique Terraneo | CFO | 4,000 | 0.00% |
Employees
We had 738885 employees as of December 31, 2017, 7322020, 894 employees as of December 31, 2016,2019, and 740803 employees as of December 31, 2015.
2018.
The following table breaks down the number of our employees and their affiliation with unions for the periods indicated:
Year | Union | Puerto Complex | La Plata | Luján de Cuyo | Piedra del Águila | CP Renovables | CP La Castellana | CP Achiras |
| APSEE | 108 | 4 | — | — | ||||
| LYF | 378 | 23 | — | — | ||||
| FATLYF | — | — | 84 | 43 | ||||
| APUAYE | 15 | 5 | ||||||
| 2014 | Subtotal under CBA | 486 | 27 | 99 | 48 | |||
| Total outside CBA | 60 | 1 | 8 | 4 | ||||
| APSEE | 104 | 4 | — | — | ||||
| LYF | 368 | 23 | — | — | ||||
| FATLYF | — | — | 91 | 47 | ||||
| APUAYE | — | — | 15 | 5 | ||||
| 2015 | Subtotal under CBA | 472 | 27 | 106 | 52 | |||
| Total outside CBA | 69 | 1 | 9 | 4 | ||||
| APSEE | 106 | 3 | — | — | ||||
| LYF | 359 | 23 | — | — | ||||
| FATLYF | — | — | 91 | 47 | ||||
| APUAYE | — | — | 16 | 5 | ||||
| 2016 | Subtotal under CBA | 465 | 26 | 107 | 52 | |||
| Total outside CBA | 66 | 2 | 10 | 4 | ||||
| APSEE | 104 | 2 | — | — | ||||
| LYF | 360 | 23 | — | — | ||||
| FATLYF | — | — | 89 | 47 | ||||
| APUAYE | — | — | 16 | 5 | ||||
| 2017 | Subtotal under CBA | 464 | 25 | 105 | 52 | |||
| Total outside CBS | 68 | 3 | 10 | 4 | 1 | 3 | 3 |
| Year | Union | Puerto Complex | La Plata | Luján de Cuyo | Piedra del Águila | Brigadier López | Terminal 6-San Lorenzo | CP Renovables | CP La Castellana | CP Achiras | VientosLa Genoveva | CVOSA |
| 2017 | Subtotal outside CBA | 68 | 3 | 10 | 4 | — | — | 1 | 3 | 3 | - | — |
| — | — | |||||||||||
| APSEE | 104 | 2 | — | — | — | — | — | — | — | - | — | |
| LYF | 360 | 23 | — | — | — | — | — | — | — | - | — | |
| FATLYF | — | — | 89 | 47 | — | — | — | — | — | - | — | |
| APUAYE | — | — | 16 | 5 | — | — | — | — | — | - | — | |
| Subtotal under CBA | 464 | 25 | 105 | 52 | — | — | 1 | 5 | 5 | - | 40 | |
| Total | 532 | 28 | 115 | 56 | — | — | 1 | 5 | 5 | - | 78 | |
| 2018 | Subtotal outside CBA | 116 | — | 11 | 4 | — | — | 1 | 5 | 5 | - | 38 |
| APJAE | — | — | — | — | — | — | — | — | — | - | 6 | |
| APSEE | 100 | — | — | — | — | — | — | — | — | - | — | |
| LYF | 336 | — | — | — | — | — | — | — | — | - | — | |
| FATLYF | — | — | 83 | 43 | — | — | — | — | — | - | 34 | |
| APUAYE | — | — | 16 | 5 | — | — | — | — | — | - | — | |
| Subtotal under CBA | 436 | — | 99 | 48 | — | — | 1 | 5 | 5 | - | 40 | |
| Total | 552 | — | 110 | 52 | — | — | 1 | 3 | 5 | - | 78 | |
| 2019 | Subtotal outside CBA | 119 | — | 9 | 4 | 0 | 11 | 1 | 6 | 4 | - | 31 |
| — | 6 | |||||||||||
| APJAE | — | — | — | — | — | — | — | — | — | - | 6 | |
| APSEE | 91 | — | — | — | — | — | — | — | — | - | — | |
| LYF | 327 | — | — | — | — | — | — | — | — | - | — | |
| FATLYF | — | — | 81 | 41 | 71 | 21 | — | — | — | - | 34 | |
| APUAYE | — | — | 16 | 5 | — | 2 | — | — | — | - | 8 | |
| Subtotal under CBA | 418 | — | 97 | 46 | 71 | 29 | 0 | 0 | 0 | - | 48 | |
| Total | 537 | — | 106 | 50 | 71 | 40 | 1 | 6 | 4 | - | 79 |
| 2020 | Subtotal outside CBA | 107 | - | 9 | 4 | - | 16 | - | 6 | 4 | 1 | 31 |
| APJAE | - | - | - | - | - | 6 | - | - | - | - | 6 | |
| APSEE | 92 | - | - | - | - | - | - | - | - | - | - | |
| LYF | 322 | - | - | - | - | - | - | - | - | - | - | |
| FATLYF | - | - | 80 | 43 | 71 | 21 | - | - | - | - | 34 | |
| APUAYE | - | - | 16 | 5 | - | 2 | - | - | - | - | 8 | |
| Subtotal under CBA | 414 | - | 96 | 48 | 71 | 29 | - | - | - | - | 48 | |
| Total | 521 | - | 105 | 52 | 71 | 45 | - | 6 | 4 | 1 | 79 | |
Note: APSEE: Asociación del Personal Superior de Empresas de Energía
LYF: Luz y Fuerza
FATLYF: Federación Argentina de Trabajadores de Luz y Fuerza
APUAYE: Asociación de Profesionales del Agua y la Energía Eléctrica
The collective bargaining agreements (CBAs)CBA entered into with the several unions that have members working at our sites include the terms and conditions that govern the employment contracts of the workers affiliated with each of these unions. Some of the most relevant terms and conditions of these agreements include the positions that are included in and excluded from bargaining, work schedules, salary levels and additional amounts payable on the basis of the worker’sworker’s job, working days and leaves, among other things.
Matters that are not specifically agreed upon in collective bargaining are governed by the applicable labor laws in Argentina.
The collective bargaining agreements (CBAs)CBAs are entered into for a specific term and may be renewed by the parties. If not renewed, they may remain in place under the principle of survival of repealed laws set forth in the CBA Law No. 14,250.
| Item 7. | Major Shareholders and Related Party Transactions |
As of April 24, 2018,21, 2021, we had 1,514,022,256 outstanding shares of common stock with a par value of Ps.1.00 per share. Each share of common stock is entitled to one vote. As of April 24, 2018, we had 21,730 holders of record of our common shares. We do not have any preferred shares outstanding and only have one class of common shares outstanding. 8,851,848, or 0.58%, of our common shares are held by our subsidiary, Proener S.A.U.
The following table below sets forth certain information known to us concerning the beneficial ownership over 5% or more of our common shares as of April 24, 2018.April 21, 2021 (except as set forth below).
| Beneficial Owner | Shares | % of shares |
Guillermo Pablo Reca(1) | 176,225,624 | 11.64% |
Plusener S.A.(2)(3) | 158,073,984 | 10.44% |
Eduardo José Escasany | 77,471,913 | 5.12% |
| Argentine Government | 124,949,112 | 8.25% |
| Directors | ||
Diego Fernando Miguens(2) | 9,975,857 | 0.66% |
Gonzalo Alejandro Pérès Moore | 13,277,944 | 0.88% |
| Jorge Carlos Bledel | 12,625,648 | 0.83% |
Marcelo Atilio Suvá | 1,500,000 | 0.10% |
| Juan Carlos Martín Casas | 12,644,200 | 0.84% |
| Total Directors | 50,023,649 | 3.30% |
Other Shareholders(3) | 963,511,959 | 63.64% |
| Total | 1,514,022,256 | 100.00% |
Beneficial Owner | Shares | % of shares |
Plusener S.A.(3) | 158,073,984 | 10.44% |
| Argentine Government | 124,949,112 | 8.25% |
Guillermo Pablo Reca(2) | 176,225,624 | 11.64% |
Eduardo José Escasany(2) | 77,643,863 | 5.13% |
| Senior Management and Directors** | 1,502,960 | 0.10% |
Other Shareholders(1) | 975,626,713 | 64.44% |
| Total | 1,514,022,256 | 100.00% |
| ** |
| No other shareholder, has beneficial ownership of more than 5% of our common shares. None of our senior officers own any of our common shares. | ||
| (2) | According to Schedules 13G filed with the Commission by each of the beneficial owners on February 14, 2021. |
| (3) | According to Schedules 13G filed with the Commission by Plusener S.A. on February 6, 2020. |
On February 6,2, 2018, we completed our initial public offering on the NYSE. The table below sets forth information regarding the changes in the percentage ownership held by our major shareholders during the past three years.
As of January 11, 2018 | As of April 24, 2018 | As of January 11, 2018 | As of April 24, 2018 | |||||
| Shareholder | Number of shares held | % of shares | Number of shares held | % of shares | Number of shares held | % of shares | Number of shares held | % of shares |
Guillermo Pablo Reca | 206,325,624 | 13.63% | 176,225,624 | 11.64% | 206,325,624 | 13.63% | 176,225,624 | 11.64% |
| Eduardo José Escasany | 154,201,690 | 10.18% | 77,471,913 | 5.12% | 154,201,690 | 10.18% | 77,471,913 | 5.12% |
Carlos José Miguens(2) | 81,593,989 | 5.39% | 16,895,885 | 1.12% | ||||
Diego Fernando Miguens(3) | 48,175,635 | 3.18% | 9,975,857 | 0.66% | ||||
As of April 24, 2018,21, 2021, we had approximately 24,554,47235,968,751 ADSs outstanding.
We are not able to determine the number of record holders of our ADSs as of such date, as we are only aware of the Depositary Trust Company and its nominee as record holders. In addition, it is not practicable for us to determine the number of our ADSs or common shares beneficially owned in the United States. Likewise, we cannot readily ascertain the domicile of the final beneficial holders represented by ADS record holders in the United States or the domicile of any of our foreign shareholders who hold our common shares, either directly or indirectly.
As of the date of this annual report, there are no agreements in place which, if enforced on a subsequent date, may result in a change of control.
On December 16, 2016, at a meeting of our shareholders, our shareholders decided to reduce the voluntary reserve by Ps.1,324,769,474 and capitalize such funds through the payment of a dividend in shares of seven new shares of common stock with a par value of Ps.1.00 per share for each outstanding share of common stock. Following such capitalization and dividend of shares, and as of the date of this annual report, we have 1,514,022,256 outstanding shares of common stock with a par value of Ps.1.00 per share.
The table below represents the evolution of our capital stock since January 1, 2015:
Date | Capital stock (Ps.) | Event | Controlling shareholders | |
| March 11, 2016 | 189,252,782 | 2016 Merger (and related capital decrease) | N/A | |
| December 16, 2016 | 1,514,022,256 | Capital Increase and Share Dividend Distribution | N/A |
| Item 7.B | Related Party Transactions |
Argentine corporate law permits directors of a corporation to enter into transactions with such corporation provided that any such transactions are consistent with prevailing market practice. The Argentine Securities Law provides that corporations whose shares are publicly listed in Argentina must submit to their respective audit committees for approval of any transaction with a related party involving an amount that exceeds 1.00% of the corporation’scorporation’s net worth.
On June 24, 2020, our Board of Directors authorized the purchase of 30% of the capital stock of the subsidiary CP Renovables S.A. from Mr. Guillermo Pablo Reca. On June 24, 2020, we acquired 993,993,952 shares, at a value of US Dollars 0.034418 per share, which were fully paid through the transfer of financial assets. Based on the Audit Committee’s report, the Board of Directors determined that such transaction was an arm´s length transaction.
As a result of this transaction, as of the date of this annual report, the Company´s consolidated interest in the subsidiary CP Renovables S.A. amounts to 100% of its capital stock.
This transaction was accounted as a transaction with non-controlling interest in accordance with IFRS 10. Consequently, the difference of 1,966,148 between the book value of the non-controlling interest at the transaction date and the fair market value of the consideration paid was directly recognized in equity and attributed to holders of the parent.
This way, the Company´s consolidated interest in the subsidiary CP Renovables S.A. amounts to 100% of the capital stock as at December 31, 2020.
Except as set forth below and as otherwise permitted under applicable law, we are currently not party to any transactions with, and have not made any significant loans to, any of our directors, key management personnel or other related persons, and have not provided any guarantees for the benefit of such persons, nor are there any such transactions contemplated with any such persons.
Management Assistance Agreement
. For more information on the related party transactions with RMPE, see Note 1916 to our audited consolidated financial statements.Audited Consolidated Financial Statements.
Not applicable.
| Item 8.A. | Consolidated Statements and Other Financial Information. |
See Item 18 and our audited consolidated financial statementsAudited Consolidated Financial Statements as of December 31, 2017 and 20162020 and for the years ended December 31, 2017, 20162020, 2019, and 20152018 included in this annual report.
Legal Proceedings
Income Tax for Fiscal Year 2014
In February 2015 CPSA,Central Puerto, for itself and as the successor company of HPDAHidroeléctrica Piedra del Águila (HPDA) (the merged company), filed income tax returns for the nine-month period ended September 30, 2014, applying the adjustment for inflation mechanism established by the Argentine income tax law (the “Income Tax Law”).
Law. In addition, wethe Company filed ourits income tax return for the three-month period ended December 31, 2014, applying the same adjustment for inflation mechanism established by the Argentine Income Tax Law.
Action for Recovery—Income Tax Refund for Fiscal Years 2009,Period 2010 and 2011
In December 2014, we,Central Puerto, as the successormerging company and continuing company of HPDA, filed a petition with the AFIP for the recovery of income tax for fiscal year 2010 in the amount of approximately Ps.67.4 million, which, according to our estimates, had been incorrectly paid by HPDA in excess of its income tax liability. By filing such action, we seek to recover the excess income tax paid by HPDA due to the failure to apply the adjustment for inflation set forth in the Income Tax Law. On December 21, 2015, after the three-month term required by Law No. 11,683 expired, we filed an action for recovery with the tax authorities regarding the income tax for the fiscal period 2010 that amounted to Ps. 67,383 thousand at historical, which was incorrectly entered by HPDA. This recourse action seeks to recover the income tax entered by HPDA in accordance with the lack of application of the inflation - adjustment mechanism established by the Income Tax Law. In December 2015, the term stated by Law no. 11 683 elapsed, Central Puerto brought a contentious-administrative claim before the National Court to ask for its right to obtain the income tax recovery
In October 2018, Central Puerto was served notice of the judgment issued by the Federal Contentious-Administrative Court No. 5, which granted the right to recourse. The judgment ordered tax authorities to return the amount of Ps. 67,612 thousand (at historical values) to the Company plus the interest stated in the Central Bank Communication 14290 and ordered that legal cost must be borne by the defendant. Such judgment was appealed by the National Tax Administration, and on September 9, 2019, Division I of the National Court of Appeals of the Federal Contentious- Administrative Court (“CNACAF”) confirmed the appealed judgment. On September 24, 2019, the National Tax Administration raised Federal Extraordinary Appeal (“REF”) against CNACAF judgment, which was replied by the Company. On October 29, 2019, CNACAF granted the REF and sent the file to the Argentine Supreme Court, where remains under analysis as of the date of this annual report.
Action for recovery - Income Tax Court.Refund for Fiscal Years 2009, 2011 and 2012
In December 2015, wethe Company filed a petition withclaim before the AFIP for the recovery ofArgentine Tax Authorities in relation to income tax for the fiscal year 2009, in the amount of approximately Ps.20.4 million, which, according to our estimates, had been incorrectly paid in excess of our income tax liability.Ps. 20,395 thousand at historical values. By filingfilling such action, we seekintend to recover the excess income taxamounts we paid by CPSA due to the failure to applynon application of the the inflation adjustment for inflationas set forth in the Argentine Income Tax Law. On April 22, 2016, after the three-month term required by Law No. 11,683 expired, wethe Company filed an action for recovery for the amount claimed with the Argentine Tax Court.first instance tax courtCNACAF. On September 27, 2019, the first instance tax court rendered a judgment rejecting the Company’s complaint. Such judgment was subsequently appealed by the Company on October 4, 2019 and, on March 11, 2020, the CNACAF revoked the first instance tax court judgment, in favor of the Company’s claim. Consequently, the Treasury filed an extraordinary appeal before the argentine Supreme Court of Justice on August 3, 2020, which as of the current date is subject to analysis.
In December 2017, the Company, as merging and continuing company of HPDA, filed a petition withclaim before the Argentine Tax Authorities for the recovery of Ps. 50,78352,783 thousands at historical values paid in excess by HPDA on its 2011 fiscal year Income Tax fiscal period. By filling such action, HPDA intends to recover the excess amounts paid due to the non application of the inflation adjustment set forth in the Argentine Income Tax Law. On April 1, 2019, such claim was rejected by Argentine Tax Authorities. Therefore, the Company filed an administrative and legal action on April 25, 2019.
In December 2018, the Company filed two claims for paymentrecovery with AFIP. The first claim was filed by the Company, as merging and continuing company of Income TaxHPDA, regarding the income tax for 2011the fiscal year 2012 that amounted to Ps. 62,331 thousand at historical values. The second claim for recovery was filed by the Company regarding the income tax for the same fiscal period accordingthat amounted to Ps. 33,265 thousand at historical value which was entered in excess by the Company’s estimates. The purpose of such action isCompany. These actions seek to recover the income tax entered by HPDA and the Company in accordance with the lack of application of the inflation-adjustment mechanism aforementioned.On September 12, 2019, the Company filed both actions with the Federal Contentious- Administrative Court against AFIP-DGI. in accordance with Section 82, paragraph “c” of Law no. 11,683 (restated text 1998 as amended), as the term established in the second paragraph of Section 81 of such law had elapsed.
Action for recovery - Income Tax Refund for Fiscal Year 2015
On December 23, 2020, the Company submitted a claim before the Argentine Tax Authorities in relation to income tax for the fiscal year 2015, for the amount of Ps. 129,231 thousands at historical values. The purpose of the claim for recovery is to obtain reimbursement of the income tax paid by CPSAthe Company due to the failure to applynon application of the inflation adjustment for inflationmechanism set forth in the Argentine Income Tax Law.
Dividends and Dividend Policy
The holders of ADSs are entitled to receive dividends to the same extent as the owners of our common shares. We have not adopted, and have no current plans to adopt, a formal dividend policy. In August 2017, we paiddeclared dividends of Ps. 1,286,918,917.60 in dividends0.85 per ordinary share in cash. In December 2016, our shareholders decided to reduce the voluntary reserve by Ps.1,324,769,474 and capitalize such funds through the paymentApril 2018, we declared dividends of a dividendPs. 0.70 per ordinary share in shares of seven new shares of common stock with a par value of Ps.1.00 per share for each outstanding share of common stock, which were issued on February 8, 2017. In October 2016, our shareholders approved a distribution of dividends in cash in the amount of Ps.1,400,470,587 which was paid on November 7, 2016.cash. In November 2015,2019, we paid Ps.365,000,000Ps. 0.71 per ordinary share in dividends in cash.
In the future, we could decide to pay dividends in accordance with applicable law and based on various factors then existing, including:
| ● | our financial condition, operating results and current and anticipated cash needs; |
| ● | our strategic plans, business prospects and expansion capital expenditures; |
| ● | general economic and business conditions; |
| ● | our strategic plans and business prospects; |
| ● | legal, contractual and regulatory restrictions on our ability to pay dividends; and |
| ● | other factors that our Board of Directors may consider to be relevant. |
Under the Argentine Corporate Law, the declaration and payment of annual dividends, to the extent that the company presents retained earnings in accordance with IFRS and CNV regulations, are determined by shareholders at the annual ordinary shareholders’shareholders’ meeting. In addition, under the Argentine Corporate Law, 5% of the net income for the fiscal year calculated in accordance with IFRS and CNV regulations must be appropriated by resolution adopted at shareholders’shareholders’ meetings to a legal reserve until such reserve equals 20% of the capital stock. This legal reserve is not available for distribution.
According to Argentine tax laws, any dividend distributed in cash for the net results obtained during tax periods starting after January 1, 2018 and up to December 31, 2019 (when the applicable corporate income tax is 30%), is subject to a withholding dividend tax of 7% when distributed to Argentine resident individuals or to non-Argentine residents, while the net result obtained for the years starting after January 1, 2020 and onwards (when the applicable corporate income tax is 25%) will be subject to a withholding dividend tax of 13% when distributed to Argentine resident individuals or to non-Argentine residents. In case of dividend distributions to non-Argentine residents, a lower dividend withholding rate could apply in case a treaty to avoid double taxation applies and to the extent certain conditions are met.
As of the date of this report, in accordance to the Central Bank regulations, we are required to obtain a prior authorization in order to have access to the FX Market to purchase the foreign currency (a step necessary to make international transfers) to pay dividends. However, as of the date of this annual report, there are no restriction to use the cash and equivalents in foreign currency that the company may hold in order to pay dividends to its shareholders.
Furthermore, as from January 17, 2020, in accordance with Central Bank regulations, access is granted to the FX Market exchange market to pay dividends to non-resident shareholders, subject to the requirement that the total amount of transfers executed through the FX Market for payment of dividends to non-resident shareholders may not exceed 30% of the total value of any new capital contributions made in the Company that had been entered and settled through such exchange market. The total amount paid to non-resident shareholders may not exceed the corresponding amount denominated in Argentine Pesos that was determined by the related shareholders' meeting.
Amount Available for Distribution
Dividends may be lawfully declared and paid only out of our earnings stated in our annual financial statements approved by the annual ordinary shareholders’shareholders’ meeting. Under the Argentine Corporate Law, listed companies (such as ourselves) may distribute provisional dividends or dividends in advance resulting from interim financial statements.
Under the Argentine Corporate Law and our bylaws, our annual net income (as adjusted to reflect changes in prior years’years’ results) is allocated in the following order: (i) to comply with our legal reserve requirement of 5% of our net income until such reserve equals 20% of the capital stock; (ii) for voluntary or contingent reserves, as may be resolved from time to time by our shareholders at the annual ordinary shareholders’shareholders’ meeting; (iii) the remainder of the net income for the year may be distributed as dividends on common shares; and/or (iv) as otherwise decided by our shareholders at the annual ordinary shareholders’shareholders’ meeting.
Our Board of Directors submits our financial statements for the preceding fiscal year, together with reports thereon by our Supervisory Committee and the independent accountants, at the annual ordinary shareholders’shareholders’ meeting for approval. Within four months of the end of each fiscal year, an ordinary shareholders’shareholders’ meeting must be held to approve our annual financial statements and determine the appropriation of our net income for such year.
Under applicable CNV regulations, cash dividends must be paid to shareholders within 30 days of the shareholders’shareholders’ meeting approving such dividends. In the case of stock dividends, shares are required to be delivered within three months of our receipt of notice of the authorization by the CNV for the public offering of the shares relating to such dividends. The statute of limitations in respect of the right of any shareholder to receive dividends declared by the shareholders’shareholders’ meeting is three years from the date on which it has been made available to the shareholder.
The main subsequent events occurred after the closing date of the annual financial statements (December 31, 2017)2020) are the following:
On January 9, 2018 CP La Castellana receivedFebruary 25, 2021, through Communication “A” 7230, the first disbursement fromCentral Bank broadened the IIC-IFC Facility I for a total amount of US$80 million and paid in full the three-short-term bridge - loans entered into with Banco de Galicia y Buenos Aires for an aggregate amount of US$50.5 million with the proceedsregulation scope of the ICC - IFC Facility.
| Item 9. | The Offer and Listing |
Buenos Aires Stock Exchange Ps. per share(1)(2) | ||
High | Low | |
| Annual | ||
| 2013 | 2.69 | 0.94 |
| 2014 | 6.99 | 1.88 |
| 2015 | 12.25 | 5.63 |
| 2016 | 25.00 | 9.63 |
| 2017 | 32.75 | 20.50 |
| Quarterly | ||
| 2016 | ||
1st Quarter | 13.88 | 9.63 |
2nd Quarter | 13.23 | 11.00 |
3rd Quarter | 24.88 | 12.81 |
4th Quarter | 25.00 | 17.50 |
| 2017 | ||
1st Quarter | 28.50 | 22.63 |
2nd Quarter | 26.85 | 21.20 |
3rd Quarter | 31.00 | 20.50 |
4th Quarter | 32.75 | 27.55 |
| Monthly | ||
| 2017 | ||
| October | 32.75 | 28.35 |
| November | 32.50 | 28.60 |
| December | 32.75 | 27.55 |
| 2018 | ||
| January | 48.65 | 31.90 |
| February | 44.50 | 41.35 |
| March | 36.10 | 32.55 |
April(3) | 35.35 | 31.80 |
US$ per ADS | ||
High | Low | |
| 2018 | ||
| February | 19.20 | 15.61 |
| March | 17.77 | 16.39 |
April(1) | 17.28 | 15.85 |
Not applicable.
Our common shares are listed on the BYMA under the symbol “CEPU.“CEPU.” During 2017,2020, the volume traded on the BYMA amounted to 119,638,087138,573,489 shares. The total number of shares subscribed and integrated on December 31, 20172020 was 1,514,022,256, of which 1,514,022,256100% were listed and available to trade on the Buenos Ares Stock Exchange.
On February 1, 2018, we completed our IPO and on February 2, 2018, our ADSs representing our common shares began to trade on the NYSE under the symbol “CEPU.“CEPU.” From January 1, 2020 to December 31, 2020 the volume of ADRs traded on the NYSE amounted to 45,705,700, equivalent to 457,057,000 common shares.
| Item 9.D. | Selling Shareholders |
Not applicable.
Not applicable.
Not applicable.
| Item 10. | Additional Information |
| Item 10.A. | Share capital |
Not applicable.
Below we provide certain information on our capital stock and a brief summary of certain significant provisions of our bylaws and the applicable laws and regulations in Argentina. This summary is not intended to be comprehensive and is qualified in its entirety by our bylaws and the applicable laws and regulations in force in Argentina.
Capital Stock
As of the date of this annual report, our capital stock amounts to Ps.1,514,022,256 and is represented by 1,514,022,256 common shares with a par value of Ps.1.00 and one voting right each, all of them having been fully paid in and admitted to public offering.offering
On December 16, 2016, at a meeting of our shareholders, our shareholders decided to reduce the voluntary reserve by Ps.1,324,769,474 and capitalize such funds through the payment of a dividend in shares of seven new shares of common stock with a par value of Ps.1.00 per share for each outstanding share of common stock. Following such capitalization and dividend of shares, and as of the date of this annual report, we have 1,514,022,256 outstanding shares of common stock with a par value of Ps.1.00 per share.
As of the date of this annual report, one of our subsidiaries holds 851,8488,851,848 of our common stock.
As of the date of this annual report, we are not aware of any individuals who hold, or who have agreed to hold, conditionally or otherwise, stock options, with respect to our common shares. Our subsidiary, CP Renovables, granted a stock option to Guillermo Pablo Reca with respect to its class B shares. For further information on the stock option agreement entered into between CP Renovables and Guillermo P. Reca see “Certain Relationships and Related Party Transactions—CP Renovables Stock Option Agreement.”shares
Articles of Incorporation and Bylaws
We are a corporation (sociedad anónima) organized and existing pursuant to the laws of Argentina. Our registered offices are domiciled in the City of Buenos Aires, Argentina. CPSACentral Puerto was created through Executive Decree No. 1222/92 dated February 26, 1992, in connection with the privatization process of SEGBA, and was registered with the Public Registry of Commerce on March 13, 1992 under No. 1,855 of Book 110, Volume A (Sociedades Anónimas). CPSACentral Puerto was created for a term of ninety-nine years as from its registration with the Public Registry of Commerce.
Corporate Purpose
Pursuant to section fourSection 4 of our bylaws, CPSACentral Puerto was created to be engaged in any of the following activities, either on its own account, or through or in association with third parties, in Argentina or abroad:
(a) producing, transforming, carrying, distributing and selling electric power in any of its forms, including, but not limited to, thermoelectric power from non-renewable sources (coal, oil derivatives, natural gas, uranium) and renewable sources, or from usable waste, hydroelectric power (including mini and micro power stations)plants), thermonuclear power, wind power, geothermal power, offshore energy (tidal power, wave power, ocean currents, ocean-thermal energy, osmosis energy), solar energy (photovoltaic and thermal power) and bioenergy (plant and animal biomass);
(b) producing, storing and using hydrogen technologies in any of its available forms of energy;
(c) engaging in the exploration, exploitation, processing, purification, transformation, refining, industrialization, storage, sale, transportation, distribution, import and export of liquid (such as oil) and/or gaseous hydrocarbons (such as natural gas), minerals (such as mineral coal) and metals (such as uranium and lithium, among others) and their respective direct or indirect derivatives;
(d) engaging in the production and exploitation of raw materials for biofuel production (biodiesel and bioethanol), including their manufacturing, storage, sale, distribution and transportation;
(e) engaging in the processing, storage, sale, distribution and transportation and/or use of: (i) agricultural waste and urban solid waste as a renewable energy source and (ii) ordinary and special waste (solid, semisolid and liquid) as a source of energy;
(f) obtaining, storing, selling, distributing, carrying and/or using biogas as a renewable energy source;
(g) processing raw materials from fossil fuels (natural gas, raw gasoline) to obtain basic (synthesis gas, benzene, toluene, etc.), intermediate (ammoniac, ethanol, methanol, ethyl-benzene, etc.) and final petrochemicals (fertilizers, resins, polyurethanes, detergents, PET, etc.;) and
(h) engaging in the research and development of energy technologies.
With respect to the activities described in (a), (b), (c), (d), (e), (f), (g) and h) above, and within the limitations set forth in our corporate purpose, we have full legal capacity to (i) acquire rights, assume obligations, and carry out any kind of acts that are not otherwise prohibited by the applicable laws or by our bylaws; (ii) establish, incorporate, partner with, or hold interests in legal entities of whatsoever nature incorporated in Argentina or abroad (we may do so by any available means, including but not limited to, capital contributions, purchase of shares, bonds, debentures, notes or other debt or equity securities, whether publicly or privately held); and (iii) render services and/or undertake representations, commissions, consignments, services and/or agencies for our benefit or for the benefit of third parties, always within the scope of the permitted activities under our corporate purpose as described in (a), (b), (c), (d), (e), (f), (g) and (h) above.
Statutory Provisions concerning our Board of Directors
Our board of directors is comprised by eleven permanent directors, and an equal or lower number of alternate directors. Directors will hold office for one fiscal year and will be appointed at the shareholders’shareholders’ meeting. Shareholders are entitled to elect up to one third of vacant seats on the board of directors by cumulative voting as set forth in Section 263 of the Argentine Corporate Law. The outcome of such voting will be computed per candidate, specifying the number of votes for each of them.
At the first meeting held following the shareholders’shareholders’ meeting at which the members of the Board of Directors are renewed, the Board of Directors will elect a chairman and a vice-chairman from among its members. The vice-chairman will act in lieu of the chairman upon the latter’slatter’s resignation, death, incapacity, disability, removal or temporary or definitive absence, with a new chairman having to be elected within ten days from the seat becoming vacant. The election of a new chairman will take place only if the situation that gives rise to the reelection is expected to be irreversible during the remaining term of office. Pursuant to Section 23 of our bylaws, Board of Directors’Directors’ meetings will be held with the presence of an absolute majority of its members and decisions will be made by majority of present votes. Board of Directors’Directors’ meetings may also be held by videoconferencing, in which case directors participating in person and remotely will be computed in the calculation of the required quorum. Minutes of Board of Director’sDirector’s meetings will be drafted and signed by directors and statutory auditors who were present at the meeting within five days from the date in which it was held. Members of our Supervisory Committee will register in the minutes the names of the directors who have participated in the meeting remotely, and that the decisions made therein were passed in accordance with the law. The minutes will include the statements from directors participating in person and remotely and will state their respective votes on each decision made. If a Board of Director’sDirector’s meeting cannot be validly held because of the number of vacant seats, even with the attendance of all deputy directors of the same class, the Supervisory Committee will designate substitutes to hold office until the election of permanent members takes place, to which end an ordinary or class shareholders’shareholders’ meeting will be called for, as the case may be, within ten days from the Supervisory Committee having made the designations.
There are no requirements as to the minimum number of meetings to be held by the Board of Directors.
The chairman, or the individual acting in lieu of the chairman pursuant to the law, may call for meetings when so deemed convenient, or when so required by any director or the supervisory committee. The meeting will be called for within five days from the request; otherwise, the meeting may be called for by any of the directors. The Board of Director’sDirector’s meetings will be called for in writing and notice thereof must be given to the address reported by each director. The notice will indicate the date, time and place of the meeting and the meeting agenda. Business that is not included in the notice may be discussed at the meeting only to the extent all permanent directors are present and have cast their unanimous vote.
Our Board of Directors may hold meetings with the attendance of its members in person or by videoconference or other simultaneous sound, imaging or voice broadcasting media. The Board of Directors may hold meetings with the attendance of its chairman or its substitute. Our Board of Directors’Directors’ meetings will be held with the presence of an absolute majority of its members and decisions will be made by majority of present votes.
According to Section 26 of our bylaws, our Board of Directors has the broadest powers and authority in connection with the Company’sCompany’s direction, organization and administration, with no limitations other than those set forth in the applicable laws and regulations. The chairman is the legal representative of the Company.
Statutory Provisions concerning our Supervisory Committee
The Company’sCompany’s oversight shall be in charge of a Supervisory Committee to be comprised by three (3) permanent and three (3) alternate statutory auditors. Statutory auditors will be elected for one (1) fiscal year and will be vested with the powers set forth by Argentine Corporate Law No. 19,550 and other applicable legal provisions.
Our Supervisory Committee holds meetings and adopts decisions with the presence and favorable vote of, at least, two of its members, notwithstanding the rights granted by law to the dissenting statutory auditor. Meetings of our Supervisory Committee may be called for by any of its members. Prior to the registration of the amendments to the bylaws of June 3, 2015, meetings of our Supervisory Committee were held with the attendance of all of its members, and decisions were adopted by majority of votes, notwithstanding the rights granted by law to the dissenting statutory auditor.
Members of our Supervisory Committee are also authorized to attend Board of Director’sDirector’s and shareholders’shareholders’ meetings, call for extraordinary shareholders’shareholders’ meetings and investigate written claims brought by shareholders who own more than two percent (2%) of our outstanding shares. In accordance with the applicable laws, members of the Supervisory Committee are required to be certified public accountants or lawyers. Members of our Supervisory Committee may call for an ordinary shareholders’shareholders’ meeting, in the specific cases provided by law, at any time at their discretion, or otherwise when so required by shareholders representing no less than five percent (5%) of our capital stock.
Members of our Supervisory Committee are designated at the annual ordinary shareholders’shareholders’ meeting and will remain in office for one (1) year. Pursuant to Section 294 of the Argentine Corporate Law, our Supervisory Committee is required to review our books and records, when deemed convenient and, at least, on a quarterly basis.
Our Supervisory Committee will hold meetings at least once a month; meetings may be also called for at the request of any of its members, within five (5) days from the date the request is submitted to the Chairman of the Supervisory Committee or the Board of Directors, as the case may be. Notice of all meetings shall be given in writing to the address indicated by each Statutory Auditor at the time of holding office.
Our Supervisory Committee shall be presided over by one of its members, elected by majority of votes, at the first meeting held every year. At that time, the member who will act in lieu of the chairman in his/her absence will also be elected. The chairman represents our Supervisory Committee before the Board of Directors.
Rights, Preferences and Restrictions attached to our Shares
According to our bylaws, realized and liquid profits will be allocated in the following order: (i) 5% to the legal reserve until reaching at least 20% of our subscribed capital; (ii) Directors’Directors’ fees, within the amounts set forth by Section 261 of the Argentine Corporate Law, No. 19,550, which may not be exceeded, and Statutory Auditors’Auditors’ fees; (iii) payment of dividends in connection with the employee stock ownership plan; (iv) optional reserves and provisions, at the discretion of the shareholders’shareholders’ meeting; and (v) the remaining balance shall be distributed as dividends among shareholders, regardless of their class.
Shareholders’ Meetings
Shareholders’ Liability
In conformity with Argentine law, shareholders’shareholders’ liability for a company’scompany’s losses is limited to the payment of their subscribed equity holdings. However, shareholders who voted for a decision that was then rendered null by a court for its being inconsistent with the Argentine laws or the corporate bylaws (or operating agreement, if any) might be held personally and jointly and severally liable for the damages that may arise from such decision.
Conflicts of Interest
Under the Argentine laws, if a shareholder casts a vote in connection with a matter in which it may have, directly or indirectly, interests that are contrary to ours, such shareholder will be liable for damages, but only to the extent such matter had not been approved but for the vote of such shareholder. The Argentine laws also set forth that if a member of our Board of Directors has interests in a business operation that are contrary to our interests, such director will report so to the Board of Directors and the Supervisory Committee and will refrain from engaging in the discussion of that issue. If that director acts in a manner that is contrary to the law, it will be held personally and jointly and severally liable for the damages that may arise from such director’sdirector’s acts or omissions.
Preemptive and Accretion Rights
Pursuant to Section 194 of the Argentine Corporate Law, upon a potential capital increase, each holder of common shares will be entitled to preemptive rights in respect of the newly issued common shares on a proportional basis to the number of shares already held. Preemptive rights can be exercised beginning on the last notice posted in the Official Gazette and in a major Argentine newspaper thirty (30) days; provided, however, that such 30-day period may be reduced to no less than ten (10) days, if so approved at an extraordinary shareholders’shareholders’ meeting.
Liquidation
Pursuant to our bylaws, liquidation will be carried out by our Board of Directors or the liquidators appointed at the shareholders’shareholders’ meeting, under the oversight of the Supervisory Committee.
Once liabilities have been settled, including the expenses incurred in the liquidation, the remaining balance will be distributed among shareholders on a proportional basis to their respective holdings, without regard to classes or categories.
Neither Argentine law, our bylaws nor other corporate documents provide limitations as to share ownership that might apply to us.
Term
According to our bylaws, our company was created for a term of ninety-nine (99) years since the registration date with the Public Registry of Commerce. Such term may be extended by a decision made at an extraordinary shareholders’shareholders’ meeting.
Mandatory Tender Offer Regime
We are subject to the mandatory tender offer rules set forth in Argentine Capital Markets Law, No. 26,831, which provide that in certain circumstances a mandatory tender offer (“OPA”(“OPA”) must be launched at an equitable price with respect to some or all of a company’scompany’s outstanding shares. Such circumstances giving rise to an OPA include instances where a person intendsindividually or through concerted action, has effectively acquired a controlling interest in a company whose shares are admitted to purchase, eitherthe public offering regime. The Argentine Capital Markets Law also provides that a person acquires a controlling interest, individually or in concert with other persons when (i) directly or indirectly for cash, either individually or collectively, either in one act or inreaches a series of successive acts during a period of 90 consecutive days, a numberpercentage of voting rights equal to or greater than 50% of the company, excluding from the basis of calculation the shares subscription rights or stock options, convertible negotiable securities or similar securities which together with that person’s existing holdings could,belong, directly or indirectly, entitle such person to subscribe, purchasethe offeree company; or convert voting shares, shares entitled to or that once exercised grant the right to(ii) has reached a “significant share” inshareholding of less than 50% of the voting capital stockrights of a publicly traded company.company, but acts as a controlling shareholder (a controlling shareholder being understood as one that directly or indirectly, individually or jointly, holds a shareholding that grants it the necessary votes to form the corporate will in ordinary meetings or to elect or revoke the majority of the directors or supervisory directors).
In such circumstances,line with the above CNV regulations set forth that an OPA must be launched by the prospective purchaser within 10 days of having made the decision to participateapplies in such purchase.
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| ● | in an indirect or supervening manner, including the cases of mergers or other corporate reorganizations. |
In accordance with the above, CNV regulations further provide that once the controlling interest is reached such situation must be immediately disclosed to the market by the affected company.
| ● | The Argentine Capital Markets Law provides that the OPA procedure must be carried out after the takeover and the the deadline for submitting the tender offer documents is one month from the moment the controlling interest is reached. Accordingly the OPA must be made within 90 calendar days from the date it becomes mandatory |
Determination of the OPA Price
For an OPA in the Casecase of a Changechange in Controlcontrol, the Argentine Capital Markets Law and CNV regulations establish that the "equitable price" to be offered will be determined as the higher of the following:
| a) | the highest price that the offeror has paid or agreed for the marketable securities subject to the offer during the 12 months prior to the date of the agreement or payment that allowed reaching the controlling interest, without considering acquisitions of not significant volumes ─5 % or less of the total trading volume on the trading floor of the day of arrangement─, made at the quoted price, and including any other additional consideration paid or agreed in relation to such securities. For this assumption, the CNV regulations clarify that, in case the final price is increased by subsequent adjustments, the offered price must be recalculated and adjusted if it yields a higher value. When such adjustment occurs after the end of the offer period, the difference must be paid to those who accepted the offer within 10 calendar days from the effective payment of the increase and the average price of the marketable securities must be adjusted. |
| b) | the average price of the marketable securities subject to the offer during the six-month period immediately prior to the date on which the offeror is obliged to publish the announcement of the OPA by which the change in the controlling interest is agreed. This last guideline will not apply when the percentage of shares listed in a market authorized by the CNV represents at least 25% of the issuer's capital stock and the liquidity conditions set forth in CNV regulations are met. |
In the event of a public offer for residual shareholdings due to near total control or withdrawal of the public offer, the Argentine Capital Markets Law establishes that the following price criteria must be considered:
| a) | the highest price that the offeror has paid or agreed to pay for the marketable securities subject to the offer during the 12 months prior to the intimation of the minority shareholder or the unilateral declaration of acquisition in the cases of companies subject to near-total control or since the agreement to withdraw the public offer; |
| b) | the average price of the marketable securities subject to the offer during the six-month period immediately preceding the intimation of the minority shareholder or the unilateral declaration of acquisition in the case of companies subject to near-total control or since the agreement to withdraw the public offer; |
| c) | the equity value of the shares, considering a special delisting balance sheet, as the case may be; |
| d) | the value of the company valued according to discounted cash flow criteria and/or indicators applicable to comparable companies or businesses; and |
| e) | the liquidation value of the company. |
In these cases, the "equitable price" offered may not be lower than the highest of those indicated in points (a) and (b) of this paragraph.
The CNV has a period of 20 business days to decide on the request for authorization of the OPA and to object to the price shalloffered. This period will be a faircounted from the date all the documentation is gathered and no new observations and requests for information are made. The refusal of authorization and/or objection to the offered price determined by the offeror.
The offeror must publish the OPA prospectus within 5 calendar days after the CNV's formal approval of the tender offer. The period granted to investors to accept or not the offer will be set between a minimum of 10 business days and a maximum of 20 business days. In addition, the offeror may grant an additional term of not less than 5 business days to the general closing date of the offer.
Penalties for Breach
Tender Offer Regime in the Case of a Voluntary Withdrawal from the Public Offering and Listing System in Argentina
Argentine Capital Markets Law 26,831 and CNV regulations also established that when a company whose shares are publicly offered and listed in Argentina agrees to withdraw voluntarily from the public offering and listing system in Argentina, it must follow the procedures provided for in the CNV’sCNV’s regulations and it must likewise launch an OPA for its aggregate shares or subscription rights or securities convertible into shares orof stock options under the terms provided for in such regulation. It is not necessary to extend the public offering to those shareholders that voted for the withdrawal at the shareholders’shareholders’ meeting.
The acquisition of one’sone’s own shares must be made with liquid and realized profits or with free reserves, whenever paid up in full, and for the amortization or disposition thereof, within the term set forth in Section 221 of the Argentine Corporate Law and the company must present the CNV with evidence that it has the necessary solvency to effect such purchase and that the payment for the shares will not affect its solvency.
According to Section 98 of Argentine Capital Markets Law No. 26,831 the price offered in the case of a voluntary withdrawal from the public offering and listing system in Argentina should be equitable“equitable value” as described above and take into account the following relevant criteria:
Mandatory or Voluntary Tender Offer in the Case of Near-total Control
For the purposes of the above, “near-total control” shall mean a shareholder or(or group of shareholders holds,shareholders) becomes holder, directly or indirectly, of 95% or more of the outstanding capital stock of a publicly traded Argentine company, and “minority shareholder” shall mean the holders of shares of any minority shareholder may request thatkind or class, as well as the holders of all other securities convertible into shares other than those of the controlling shareholder launch an OPA for all outstanding shares of such company. In addition, a person that holds, directly or indirectly, 95% or more ofperson(s). For voluntary offers the outstanding capital stock of a publicly traded Argentine company may issue a unilateral declaration of its intention to purchase all outstanding shares of such company within six months following the date of acquisition of near-total control and withdraw the company from public offering and its shares from listing and trading. The price offered shouldmay be set by the offeror at its discretion, but the guidelines and criteria applied for its determination must be disclosed and, in such case, the valuation report(s) taken into account must be published. The CNV shall not issue an equitableopinion in relation to the offered price, followingbut shall only formally approve the criteria set forth in Law 26,831, but in no case mayoffer if it be lower thancomplies with the average trading price of such shares during the six-month period preceding the OPA application.requirements established by CNV regulations.
| Item 10.C | Material contracts |
For information concerning our material contracts, see “Item 4. Information of the Company,” “Item 7.B. Related Party Transactions” and “Item 5. B. Liquidity and Capital Resources.”
Residents whose foreign assets or debts flow or balance equal to or in excess of the equivalent of US$50 million in Argentine pesos,Pesos at the end of each calendar year, are required to file within 180 calendar days from December 31, an annual report where supplements, amendments or confirmation of information contained in previously quarterly filings can be included.
Access to the FX Market for repayment of external financial indebtedness and other transactions are conditioned to the debtor’s compliance with the External Assets and Liabilities Reporting Regime.
Moreover, the institutions authorized to deal in foreign exchange shall provide the Argentine Central Bank, at the end of each business day and two business days in advance, with information on transactions relative to outflows through the FX Market in daily amounts equal to or higher than the equivalent of US$ 50,000 (fifty thousand U.S. Dollars).
Customers of licensed institutions shall provide such institutions with information sufficiently in advance so that they may comply with the report onrequirements under this reporting regime and, accordingly, to the extent any further requirements set forth in the exchange regulations are simultaneously satisfied, they may process the exchange transactions.
Repatriation and settlement of the proceeds of exports of goods.
In accordance with section 7.1 of the FX Regulations, exporters must repatriate, and settle in Argentine Pesos through the FX Market, the proceeds of their exports of goods cleared through customs as from September 2, 2019. Additionally, exporters who carried out operations with related counterparties (in which the importer is a quarterly basis.company controlled by the Argentine exporter), may request their respective monitoring entities to extend the entry period up to 120 calendar days. This extension will apply in cases where exports of more than US$ 50,000,000 have been registered and the goods correspond to the positions detailed in said standard (mainly related to the meat industry).
Any foreign currency amounts derived from insurance claims, to the extent that they cover the value of the exported goods, are subject to the obligation to repatriate and convert said amounts into pesos by means of settlement in the FX Market within the applicable term for the underlying export.
Although the FX Regulations maintain the obligation to repatriate export proceeds to Argentina through the FX Market, in accordance with section 2.6, exporters are authorized to avoid the settlement in Argentine Pesos to the extent that: (a) the funds are credited to foreign-denominated accounts in the name of the exporter, opened at local banks; (b) the funds are brought to Argentina within the applicable period established; (c) the funds are simultaneously applied to conduct payments for which the regulations grant access to the FX Market, subject to any applicable caps; (d) if the funds correspond to the proceeds of new external financial indebtedness and are applied to the prepayment of foreign currency-denominated loans with local banks, the new indebtedness must have a longer average life than the local indebtedness, and (e) the mechanism is tax-neutral.
Amounts collected in foreign currency for insurance claims related to the exported goods must also be repatriated and settled in Argentine Pesos in the FX Market, up to the amount of the insured exported goods.
Moreover, through section 8 of the FX Regulations, the Argentine Central Bank reinstated 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.
Decree No. 661/2019 clarified that the collection of the export benefits set forth under the Argentine Customs Code shall be subject to the exporter complying with the repatriation and Argentine Peso settlement obligations imposed by the new FX Regulations.
Finally, the FX 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 FX Market, provided that the relevant transactions were entered into through public deeds or public registries; (v) financings granted by local financial entities to foreign importers; and (vi) 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 Argentine Central Bank approval.
Obligation to repatriate and settle in Pesos the proceeds from exports of services
Section 2.2 of the FX Regulations imposes to exporters the obligation to repatriate, and settle in the FX Market, the proceeds from exports of services within 5 business days following payment thereof.
Sale of non-financial non-produced assets
Pursuant to section 2.3 of the FX Regulations, the proceeds in foreign currency of the sale of non-financial non-produced assets must be repatriated and settled in Pesos in the FX Market within 5 business days following either the perception of funds in the country or abroad, or their accreditation in foreign accounts.
External financial indebtedness
Section 2.4 of the FX Regulations have reinstated the requirement to repatriate, and settle in Argentine Pesos through the FX Market, the proceeds of new financial indebtedness disbursed from and after September 1, 2019 as a condition for accessing the FX Market to make debt service payments thereunder. Although the regulations do not establish a specific term for repatriation, this requirement shall be met any time prior to accessing the FX Market. The reporting of the debt under the External Assets and Liabilities Reporting Regime is also a condition to accessing the FX Market to repay debt service.
Subject to compliance with the aforementioned obligations, access to the FX Market is granted for the repayment of debt services at maturity or up to 3 business days in advance. In addition, as set forth by section 3.5 of the FX Regulations, access to the FX Market for prepayments will be granted, provided all of the following conditions are met: (i) the prepayment is simultaneous with the conversion of the new indebtedness to Pesos; (ii) the new indebtedness has a higher average life than the outstanding of the current debt being prepaid; and (iii) the first principal payment under the new indebtedness is (a) at a later date and (b) for an amount not greater than, the scheduled principal payment under the existing debt being prepaid.
Moreover, Communication “A” 7193 established that financial entities will be required to obtain the prior consent of the Central Bank to provide their clients with access to the FX Market for payments, with regards to payment operations included in Sections 3.1. to 3.11. and 4.4.2. of the FX Regulations (including those that are specified through exchanges or arbitrations), to individuals or entities included by the AFIP in the database of “false” invoices or equivalent documents established by such Agency. This requirement will not be applicable to access the FX Market for the payment of financing in foreign currency granted by local financial entities, including payments in foreign currency made through credit or purchase cards.
In accordance with section 2.5 of the FX Regulations issued by the Argentine Central Bank, resident debt issuers are granted access to the FX Market for the payment at maturity of principal and interest under new duly registered issuances of debt securities that are denominated and payable in foreign currency in Argentina, to the extent they (i) are fully subscribed in foreign currency, and (ii) the proceeds from the issuance are settled through the FX Market. However, the settlement of the proceeds from the issuance shall not be required for the future access to the FX Market for repayment of domestic issuances as provided in (ii) above, provided that certain conditions are met (i.e., the proceeds are deposited in a local foreign currency-denominated bank accounts and are simultaneously applied to transactions having access to the FX Market, and the mechanism is tax neutral, among others).
Payments of local debt securities denominated in foreign currency among residents
In accordance with section 3.6 of the FX Regulations, access to the FX Market for the payment of foreign currency denominated obligations between Argentine residents executed from September 1, 2019 is subject to prior approval from the Argentine Central Bank. With regard to existing transactions as of such date, access is authorized; provided that the relevant transactions were entered into through public deeds or public registries. These prohibitions do not apply to loans in foreign currency granted by local financial entities, including payments of credit cards.
Access to the FX Market by security trusts for principal and interest payments.
Pursuant to section 3.7 of the FX Regulations, Argentine security trusts created to guarantee principal and interest payments by resident debtors may access the FX Market 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 FX Market to make such payments directly. Also, subject to certain conditions, a trustee may access the FX Market to guarantee certain capital payments and interest on financial debt abroad and anticipate access to it.
Specific Provisions Regarding Access to the Exchange Market
Residents are authorized to access the FX Market for the payment of import of goods in accordance with section 10.1 of the FX Regulations. This regulation sets forth different requirements depending on whether it relates to the payment of imports of goods with customs clearance or the payments of import of goods pending customs clearance. Also, the imports and import payments monitoring system (SEPAIMPO) has been reinstated, setting forth rules governing such monitoring process and exceptions thereof.
Pursuant to the FX Regulations, the local importer must appoint a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with the applicable regulations, including, among others, the liquidation of import financing and the entry of imported goods.
Payment of services provided by non-residents
Pursuant to section 3.2 of the FX Regulations, residents may access the FX Market for payment of services provided by non-residents (except affiliates), as long as it is verified that the operation has been declared, if applicable, in the last presentation of the External Assets and Liabilities Reporting Regime.
Access to the FX Market for the prepayment of debts for services requires prior authorization by the Argentine Central Bank. Such approval will be also required to pay services rendered by foreign affiliates, provided, however, that the following transactions will be exempted:
| (i) | in the case of credit card issuers, remittances related to tourism and travel activities will be exempted, to the extent that they do not relate to transactions requiring the Argentine Central Bank’s prior approval as set forth in the FX Regulations; |
| (ii) | collections of funds relating to services rendered by non-residents to residents, made by local agents in Argentina; |
| (iii) | expenses paid by local institutions to offshore institutions in their ordinary course of business; |
(iv) payments of reinsurance premiums abroad, provided that the transfer abroad is made in the name of a foreign beneficiary qualified by the Argentine Superintendence of Insurance;
| (v) | transfers made by travel assistance companies in connection with health-coverage related losses arising from services rendered abroad by third parties to their resident customers; and |
(vi) payments under operating leases of vessels authorized by the Argentine Ministry of Transport and solely intended to provide services to another non-affiliated resident, provided that the amount payable abroad does not exceed the amount paid by the latter, net of commissions, reimbursement of expenses or other items that should be withheld by the resident who makes the payment abroad.
Repayment of principal and interest of imports of goods and services
Access to the FX Market for the repayment of principal and interest of imports of goods and services is granted provided that the operation has been declared, if applicable, in the last overdue presentation of the External Assets and Liabilities Reporting Regime.
Access to the FX Market for the prepayment of debts for imports of goods and services shall require prior authorization by the Argentine Central Bank.
Payments of principal and interest of foreign financial indebtedness
Section 7 of Communication “A” 7106 of the Argentine Central Bank establishes that debtors with scheduled principal payments maturing between October 15, 2020 and March 31, 2021 relating to
(i) foreign financial indebtedness of the non-financial private sector with a creditor who is not a counterparty related to the debtor;
(ii) foreign financial indebtedness on account of transactions of the debtor and/or
(iii) issuances of debt securities publicly registered in Argentina, denominated in foreign currency, of private sector customers or of the financial entities themselves,
must to submit a refinancing plan to the Argentine Central Bank in line with the following criteria (the “Refinancing Plan”):
(a) debtors were given access to the FX Market on the original maturity dates to make payments of net principal amounts not exceeding forty percent (40%) of the principal amounts due; and
(b) the balance of the principal amount shall have to be refinanced, at least, by means of a new foreign indebtedness with an average life of two (2) years.
Further, section 7 of Communication “A” 7106 of the Central Bank provides that, in addition to the refinancing granted by the original creditor, proceeds from new foreign financial indebtedness with other creditors shall also be computed, provided that the proceeds obtained therefrom be transferred and settled through the FX Market. In the case of issuances of debt securities publicly registered in Argentina and denominated in foreign currency, new issuances shall also be computed provided that certain conditions are met. In addition, Communication “A” 7106 established that the Refinancing Plan was to be submitted to the Argentine Central Bank before September 30, 2020 in respect of repayments maturing on or before December 31, 2020. In turn, for repayments maturing between January 1, 2021 and March 31, 2021, the Refinancing Plans had to be submitted no later than thirty (30) calendar days in advance of the due date for repayment of the principal to be refinanced. The abovementioned provisions shall not apply to: (i) indebtedness with international organizations or associated agencies thereof or secured by them; (ii) indebtedness granted to the debtor by official credit agencies or secured by them; and (iii) when the amount for which access to the FX Market is requested for repayment of principal under such indebtedness does not exceed the equivalent of US$ 1,000,000 (one million U.S. dollars) per calendar month, and US$ 2,000,000 (two million U.S. dollars) in the case of access to the FX Market for the payment of ..principal as from April 1, 2021.
Additionally, by virtue of the Communication “A” 7230, the Argentine Central Bank established that the provisions of section 7 of Communication "A" 7106 will be applicable to those debtors who have scheduled principal maturities between April 1, 2021 and December 31, 2021 for the indebtedness detailed therein. In such case, the refinancing plan must be submitted to the Argentine Central Bank before March 15, 2021 for principal maturities scheduled between April 1, 2021 and April 15, 2021. In the remaining cases, it must be submitted at least 30 calendar days prior to the maturity of the principal to be refinanced.
Lastly, it established that the presentation of the plan provided for in section 7 of such Communication shall not be necessary when the maturities correspond to: i) indebtedness originated as from 01.01.2020 and whose funds have been deposited and settled in the FX Market; ii) indebtedness originated on or after 01.01.2020 and which constitute refinancing of principal maturities subsequent to that date, to the extent that the refinancing has made it possible to reach the parameters set forth in said point; and iii) the remaining portion of maturities already refinanced to the extent that the refinancing has made it possible to reach the parameters set forth in said item.
Through Communication “A” 7133 (amended by Communication “A” 7196), the Argentine Central Bank provided that:
(1) access to the FX Market up to 45 calendar days prior to the maturity date for the payment of principal of and interest on foreign financial debts or debt securities publicly registered in Argentina and denominated in foreign currency will be allowed if the prepayment is made by virtue of a debt refinancing process that complies with the provisions set forth in Communication “A” 7106 mentioned above and, additionally, when all of the following conditions are met: (a) the amount of interest paid does not exceed the amount of interest accrued on the refinanced indebtedness up to the date the refinancing was settled, and (b) the accumulated amount of the principal maturities of the new debt does not exceed the amount that the principal maturities of the refinanced debt would have accumulated;
(2) access to the FX Market prior to the maturity date for payment of interest on foreign financial debts or debt securities publicly registered in Argentina and denominated in foreign currency will be allowed if the prepayment is consummated as part of a process for the exchange of debt securities issued by the customer and all of the following conditions are met: (a) the amount paid before maturity corresponds to interest accrued as at the closing date of the exchange; (b) the average life of the new debt securities is longer than the remaining average life of the exchanged security; and (c) the accumulated amount of the principal maturities of the new securities does not exceed at any time the amount that the principal maturities of the exchanged securities would have accumulated; and
(3) pursuant to the provisions of section 7 of Communication “A” 7106 concerning scheduled principal repayments maturing between October 15, 2020 and March 31, 2021: (a) the Argentine Central Bank will consider the Refinancing Plan established therein completed when the debtor accesses the FX Market to pay off capital in an amount exceeding 40% of the principal amount that was then due, to the extent that the debtor settles currency on the FX Market as from October 9, 2020, in an amount equal to or greater than the excess over such 40%, on account of (i) foreign financial indebtedness, (ii) issuance of debt securities publicly registered abroad, (iii) issuance of debt securities publicly registered in Argentina and denominated in foreign currency that meet the conditions set forth in section 3.6.4 of Communication “A” 6844 of the Argentine Central Bank, and (b) in the case of debt securities publicly registered in Argentina or abroad, issued on or after October 9, 2020, with an average life of not less than two years, and the delivery of which to the creditors has allowed to reach the parameters provided in the proposed Refinancing Plan, the foreign currency settlement requirement was considered fulfilled for the purposes of being allowed access to the FX Market for the service of principal and interest thereon.
In line with the Argentine Central Bank, the CNV issued General Resolution No. 861 to facilitate the refinancing of debt through the capital markets. In this regard, the CNV provided that whenever the issuer intends to refinance debt through an exchange offer or new issues of debt securities, in both cases in exchange for or to be paid with debt securities previously issued by the company and placed privately and/or with preexisting credits against such company, the requirement of placement through public offering will be regarded as met if the new issue is underwritten in this way by the creditors of the company whose debt securities without public offering and/or preexisting credits represent a percentage that does not exceed thirty percent (30%) of the aggregate amount actually placed, and the remaining percentage is underwritten and paid in cash or in kind by tendering debt securities originally placed through public offering, or other debt securities publicly offered and listed and/or traded on markets authorized by the CNV, issued by the same company, by persons who are domiciled in Argentina or in countries that are not included in the list of non-cooperative jurisdictions for tax purposes, listed in section 24 of the Annex to Decree No. 862/2019 or anyone that may replace it in the future. Additionally, General Resolution No. 861provided for mandatory compliance with certain conditions to consider that the public offering requirement has been met.
Payment of principal and interest on registered debt securities with foreign clearing
On February 4, 2021, the Argentine Central Bank issued Communication “A” 7218, which provides access to the FX Market to Argentine residents for the payment of principal and interest on notes registered with foreign clearing and central securities depository agencies issued as from February 5, 2021, which have been partially settled with foreign currency in Argentina, to the extent that all of the following conditions are met, (i) the borrower provides evidence of exports made prior to the issuance of the notes, or that the proceeds of the issuance of such notes were used for making payments abroad; provided that one of the two (2) conditions is met, access to the FX Market shall not require the prior approval of the Argentine Central Bank; (ii) the average life of the notes shall not be less than five (5) years; (iii) the first payment of principal under the notes shall not occur before three (3) years as from the issue date; (iv) the notes subscribed locally in Argentina and settled locally with foreign currency shall not exceed 25% of the aggregate amount of notes subscribed; and (v) all of the funds of the offering shall be settled through the FX Market prior to the borrower accessing the FX Market for the first time for paying interest and/or principal under the notes.
Prepayment of financing denominated in foreign currency granted by local financial institutions
The Argentine Central Bank’s prior approval shall be required to access the FX Market to prepay foreign currency financing granted by local financial institutions, unless they relate to payments of credit card purchases made in foreign currency.
Payment of dividends and corporate profits
In accordance with section 3.4 of the FX Regulations, access is granted to the FX Market to pay dividends to non-resident shareholders, subject to the following conditions:
| ● | Maximum amounts: The total amount of transfers made through the FX Market for payment of dividends to non-resident shareholders may not exceed the 30% of the total value of the capital contributions made in the relevant local company that entered and settled through the FX Market as of January 17, 2020. The total amount paid to non-resident shareholders shall not exceed the corresponding amount denominated in Pesos determined by the shareholders’ meeting to be distributed as dividends. |
| ● | Minimum Period: Access to the FX Market 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 aforementioned 30% cap. |
| ● | Documentation requirements: Dividends must be the result of closed and audited balance sheets. When requesting access to the FX Market for this purpose, evidence of the definitive capitalization of capital contributions must be provided or, if not available, evidence of filing of the process of registration of the capital contribution before the Public Registry 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. If applicable, the External Assets and Liabilities Reporting Regime shall have been complied with. |
Access to the FX Market by other residents -excluding entities- for the formation of external assets and for derivatives transactions
Section 3.10 of the FX Regulations sets forth that access to the FX Market for the build-up of foreign assets and for derivatives transactions by local governments, mutual funds, other universalities established in Argentina, requires prior authorization by the Argentine Central Bank.
Derivatives transactions
Section 4.4 of the FX Regulations requires that derivatives transactions, including payment of premiums, constitution of collateral and settlement of futures, forwards, options and other derivatives, shall, as of September 11, 2019, be made in local currency (i.e., Pesos).
Likewise, access to the FX Market is granted for the payment of premiums and settlements, margins and other collateral in connection with interest rate hedge agreements for foreign debt declared and validated, if applicable, in the External Assets and Liabilities Reporting Regime, as long as such agreements do not cover higher risks than external liabilities of the recorded debtor’s interest rate risk being covered.
An entity authorized to operate in the FX Market must be designated by the debtor to track the operation and an affidavit must be provided in which the debtor undertakes to repatriate and settle the funds that are in favor of the local client as a result of such operation, or as a result of the release of the funds of the constituted as collateral, in Pesos within the following five (5) business days.
Additional Requirements Regarding Access to the Exchange Market
On May 28, 2020, the Argentine Central Bank issued Communication “A” 7030 , as amended by Communications “A” 7042, 7052, 7068, 7079, 7094, 7151, 7193 and 7239 (“Communication 7030”), which established additional requirements on outflows made through the FX Market. Below is a brief description of such measures:
| (i) | Additional requirements on outflows through the FX Market |
In the case of certain outflows made through the FX Market (i.e., payments of imports and other purchases of goods abroad; payment of services rendered by non-residents; remittances of profits and dividends; payment of principal of and interest on external indebtedness; payments of interest on debts for the import of goods and services; payments of indebtedness in foreign currency owed by residents made through trusts organized in Argentina to secure the provision of services; payments under foreign currency-denominated debt securities publicly registered in Argentina and liabilities in foreign currency owed by residents; purchases of foreign currency by resident individuals for the purpose of forming external assets, providing family assistance and entering into derivative transactions (other than those made by individuals on account of the formation of external assets), purchase of foreign currency by individuals to be simultaneously used to purchase real estate in Argentina with a mortgage loan; purchase of foreign currency by other residents (excluding financial institutions) to form external assets and in connection with derivative transactions; other purchases of foreign currency by residents for specific uses and under interest rate hedge agreements in connection with liabilities incurred by residents that have been reported and validated under the External Assets and Liabilities Reporting Regime), the financial institution shall obtain the Argentine Central Bank’s prior approval before processing the transaction, unless it has obtained an affidavit executed by the legal entity or individual stating that, at the moment of accessing the local exchange market:
| a) | Holding foreign currency in Argentina and non-holding of available external liquid assets. The customer shall certify that all foreign currency in Argentina is available in accounts with financial institutions and that the customer had no external liquid assets available at the beginning of the day when access to the market was requested in an amount higher than the equivalent to US$ 100,000. |
Communication 7030 provides a merely illustrative list of liquid external assets including, among others, holdings of foreign currency bills and coins, holdings of coined gold or gold bars for good delivery, demand deposits with financial institutions abroad and other investments that allow for immediate availability of foreign currency including, for example, investments in external government securities, funds held in investment accounts with investment managers abroad, crypto-currency, funds in payment service providers’ accounts, etc.
Available liquid external assets are not understood to include those funds deposited abroad that may not be used by the legal entity or individual as they are reserve or security funds set up in compliance with the requirements under borrowing agreements abroad or funds set up as collateral under derivative transactions consummated abroad.
If the legal entity or individual had liquid external assets available in an amount higher than the sum specified in the first paragraph, the financial institution may also accept an affidavit provided it is satisfied that such amount shall not be exceeded on the grounds that, either partially or totally, such assets:
| i. | were used during such day to make payments that would have required access to the local exchange market; |
| ii. | were transferred to the legal entity or individual to a correspondent account of a local institution licensed to deal in foreign exchange; |
| iii. | are funds deposited in bank accounts abroad from collections of exports of goods and/or services or advances, pre- or post-export financing of goods by non-residents, or from the disposal of non-financial non-produced assets in respect of which the term of 5 business days after collection has not yet expired; or |
| iv. | are funds deposited in bank accounts abroad from financial indebtedness abroad and the amount thereof does not exceed the equivalent amount payable as principal and interest within the next 120 calendar days. |
The affidavit filed by legal entities or individuals shall expressly indicate the value of their liquid external assets available as of the beginning of the day as well as the amounts allocated to each of the situations described in paragraphs i) through iv), as applicable.
| b) | New inflows and settlement of foreign currency from collections of loans granted to third parties and time deposits or sales of any asset, provided same were purchased and granted after May 28, 2020. Customers’ affidavits shall include a commitment to settle in the FX Market, within a term of five business days upon being made available, those funds received from abroad from the collection of loans granted to third parties, the collection of a time deposit or the sale of any asset, provided the asset had been purchased, the time deposit had been made or the loan had been granted after May 28, 2020. |
The filing of affidavits shall not be required for outflows through the FX Market in the following cases: (1) the exchange institution’s own transactions, acting as customer; (2) payment of financing in foreign currency granted by local financial institutions in connection with purchases in foreign currency using credit or shopping cards; and (3) payments abroad by credit card companies that are not financial institution in connection with the use of credit, shopping, debit or pre-paid cards issued in Argentina.
Additionally, Communication “B” 12082 of the Argentine Central Bank established that, prior to allowing any outflow of funds abroad, financial institutions are required to check the online system implemented by the Argentine Central Bank to verify if the customer that intends to access the FX Market is included in the list of CUITs (Tax Identification Numbers) showing inconsistent foreign exchange transactions.
| (ii) | Payment of imports of goods by accessing the FX Market until June 30, 2021. |
In addition to complying with the filing requirement as set forth in paragraph (i) above, item 2 of Communication 7030 sets forth that, for the purposes of accessing the FX Market to pay imports of goods or the principal amount of debts arising from the import of goods, legal entities and individuals shall obtain the Argentine Central Bank’s prior approval, unless any of the following situations occurs:
| a) | The entity has received an affidavit from the client stating that the total amount of payments associated with its imports of goods processed through the exchange market during 2020, including the payment whose course is being requested, does not exceed in more than US$ 1,000,000, the amount by which the importer would have access to the exchange market when computing the imports of goods that appear in his name in the system for tracking payments of imports of goods (SEPAIMPO) and that were made between January 1, 2020 and the day prior to accessing the FX Market, plus the amount of payments made under other exceptions, subtracting the amount pending to be entered into Argentina, related to payments of imports with pending customs registration made between September 1, 2019 and December 31, 2019, plus the amount of payments made through the FX Market as of July 6, 2020, corresponding to imports of goods entered by Particular Request or Courier that have been shipped as of July 1, 2020, or which, having been shipped previously, have not arrived in the country before that date. |
| b) | In the case of a deferred payment or at sight payment of imports corresponding to operations that have been shipped as of July 1, 2020 or that, having been shipped previously, did not have arrived in the country before that date. |
| c) | It is a payment associated with an operation not included in section b) above, to the extent that it is destined to the cancellation of a commercial debt for imports of goods with an export credit agency or a foreign financial entity or that was guaranteed by either of such entities. |
| d) | It is a payment made by: i) the public sector, ii) entities in which the Argentine State has a majority participation in the capital stock or in the making of major corporate decisions or iii) trusts constituted with contributions made by the national public sector. |
| e) | It is an imports payment with pending customs entry registration, to be made by an entity in charge of the provision of critical drugs to be entered by private request by the beneficiary. |
| f) | It is an imports payment with pending customs entry registration made for the purchase of COVID-19 detection kits or other products with tariff positions that are included in the list included in Decree No. 333/2020 as amended. |
| g) | The financial entity has received an affidavit from the client stating that, including the advanced import payment which is being requested, plus the amounts included in a), do not exceed US$ 3,000,000 (three million US dollars) and that these payments are related to imports of products related to the provision of medication or other goods related to medical assistance and/or health care directed to the population or supplies that are necessary for their local preparation. |
| h) | It is an advance payment of imports for the purchase of capital goods. For this purpose, the tariff positions classified as BK (Capital Goods) in the MERCOSUR Common Nomenclature (Decree No. 690/02 and complementary regulations) shall be considered. If capital goods and other goods that are not capital goods are paid for in the same advance payment, the payment may be channeled through this item to the extent that the former represent at least 90% of the total value of the goods purchased from the supplier in the transaction and the entity has a sworn statement from the customer stating that the remaining goods are spare parts, accessories or materials necessary for the operation, construction or installation of the capital goods being purchased.The intervening entity must verify compliance with the remaining requirements established for the transaction by the exchange regulations in force. |
Prior to authorizing payments for imports of goods, the intervening financial entity must, in addition to requesting the client's affidavit, verify that such statement is compatible with the existing data in the Argentine Central Bank from the online system implemented for this purpose.
The amount by which importers can access the FX Market under the conditions established within the framework of section 2 of Communication "A" 7030 will be increased by the equivalent of 50% of the amounts that, the importer settles through the FX Market as export advances or pre-financing of exports from abroad with a minimum term of 180 days, as of October 2, 2020.
In the case of transactions settled on or after March 19, 2021, access to the FX Market for the remaining 50% will also be allowed to the extent that the additional portion corresponds to payments of imports of capital goods and/or goods that qualify as inputs for the production of exportable goods. In this latter case, the entity must have a sworn statement from the client regarding the type of goods involved and their condition as inputs in the production of goods to be exported.
| (iii) | Access to the FX Market for payment of imports of goods while submission of import clearance is pending |
Pursuant to Communication “A” 7138, to access the FX Market for the payment of imports of goods pending customs clearance, importers are required (in addition to the other requirements in force under the FX Regulations) to file a declaration through the Integral Import Monitoring System (Sistema Integral de Monitoreo de Importaciones or SIMI) showing the “SALIDA” status in connection with the imported goods to the extent that such declaration is required for the registration of the application for import of goods for consumption.
| (iv) | Access to the FX Market for prepayment of imports |
Communication “A” 7138 clarified that, effective as of November 2, 2020, payments for imports of goods pending customs clearance made between September 2, 2019 and October 31, 2019 will be considered in default if they (A) relate to (i) payments on demand upon presentation of shipping documents; (ii) payments of commercial debts abroad; and (iii) payment of commercial guarantees for imports of goods granted by local institutions, and (B) are not regularized, that is, the customer failed to furnish evidence to the institution in charge of monitoring such payment (up to the amount paid) of the existence of (i) import clearance in its name or in the name of a third party; (ii) the settlement on the FX Market of currency associated with the return of the payment made; (iii) other forms of regularization permitted under the FX Regulations; and/or (iv) the Argentine Central Bank’s acceptance of the total or partial regularization of the transaction.
Importers will not be allowed access to the FX Market to make new prepayments of imported goods until such defaulted transactions are not regularized.
| (v) | Payments of principal under debts with related counterparties until June 30, 2021 |
The Argentine Central Bank’s prior approval is required to access the FX Market to make payments abroad of principal of financial debts when the creditor is a counterparty related to the debtor. This requirement is applicable until June 30, 2021, pursuant to Communication “A” 7239. Such requirement shall not apply to the local financial institutions’ own transactions.
Item 10.E Taxation4 of Communication “A” 7123 of the Argentine Central Bank establishes that, for as long as the requirement to obtain prior approval to access the FX Market to pay, at maturity, principal of foreign financial indebtedness of the non-financial private sector when the creditor is a counterparty related to the debtor continues to be in place, such requirement will not be applicable if the funds have been entered and settle through the FX Market as of October 2, 2020 and the average life of the indebtedness is not less than 2 (two) years.
| (vi) | Extension of the term for outflows through the FX Market in connection with the sale of securities to be settled in foreign currency or transfers to foreign depositaries |
In the case of outflows through the FX Market, including by means of swap or arbitrage transactions, in addition to the requirements that apply to each particular case, financial institutions shall request the filing of an affidavit certifying that:
| a) | on the day when access to the market is requested and within the prior 90 calendar days no sales of securities have been made via settlement of foreign currency or transfers thereof to foreign depositaries; and |
| b) | the customer filing the affidavit undertakes to refrain from selling securities to be settled in foreign currency or transferring same to foreign depositaries since the day access is requested and during a term of 90 calendar days. |
The filing of the affidavit shall not be required in case of outflows through the FX Market in the following circumstances: 1) the financial institution’s own transactions, acting as customer; 2) payment of financing in foreign currency granted by local financial institutions, including payments for purchases made in foreign currency using credit or shopping cards; and 3) remittances abroad in the name of individuals who are the recipients of retirement and/or pension benefits paid by ANSES.
Communication "A" 7193
Through Communication “A” 7193, the Argentine Central Bank modified Section 2 of Communication “A” 7030 as amended, that regulated the requirements to access the FX Market for the payment of imports, in accordance with what is already reflected in “—Payment of imports with access to the exchange market until June 30, 2021.”
Additionally, Communication “A” 7193 resolved to eliminate the provisions of Section 10.3.2.5. of the FX Regulations, which established a limit of US $ 2,000,000 per calendar month for payments of outstanding debts as of August 31, 2019 related to imports with related counterparties.
Likewise, Communication “A” 7193 established that financial entities will be required to obtain the prior consent of the Argentine Central Bank to provide their clients with access to the FX Market for payments, with regards to payment operations included in Sections 3.1. to 3.11. and 4.4.2. of FX Regulations (including those that are specified through exchanges or arbitrations), to individuals or entities included by the AFIP in the database of “false” invoices or equivalent documents established by such Agency. This requirement will not be applicable to access the FX Market for the payment of financing in foreign currency granted by local financial entities, including payments in foreign currency made through credit or purchase cards.
Communication “A” 7200
On January 6, 2021, the Central Bank issued Communication “A” 7200, established a new “Registry of exchange information of exporters and importers.” Exporters and importers who, due to their degree of significance of the volumes they operate, will have to be registered in before April 30, 2021.
Beginning May 1, 2021, any payments done from Argentina through the FX Market, will require the Central Bank’s prior authorization if done by obligated entities that appear as “not registered” in the Registry of exchange information of exporters and importers.
Other Specific Provisions
Access to the FX Market for savings or investments purposes of individuals
Pursuant to section 3.8 of the FX Regulations, Argentine residents may access the FX Market for the purposes of external assets’ formation, family assistance or derivative operations (with some exceptions expressly set forth) for up to U$S 200 (through debits to local bank accounts) or U$S 100 (in cash) per person per month through all authorized exchange entities. If the access entails a transfer of the funds abroad, the destination account must be an account owned by the same person.
In all cases, the person shall be obligated to submit a sworn statement expressing that the funds shall not be used for the secondary purchase of securities within the following five (5) business days. In addition, if an individual purchases securities through payment in foreign currency, the same must have been held by the client for at least 5 business days since the settlement of the transaction before their subsequent sale or transfer to another depositary. This minimum holding period shall not apply if the sale of the securities is carried out in the same jurisdiction and the settlement of the transactions is made in the same foreign currency.
Effective as of September 16, 2020, the Argentine Central Bank ordered under Communication “A” 7106 that purchases in pesos made abroad with a debit card and amounts in foreign currency acquired by individuals in the FX Market as of September 1, 2020, for the payment of obligations between residents under section 3.6 of the FX Regulations, including payments for credit card purchases in foreign currency, will be deducted, as from the subsequent calendar month, from the US$ 200 monthly quota. If the amount of such purchases exceeds the quota available for the following month or such quota has been already absorbed by other purchases made since September 1, 2020, such deduction will be made from the quotas of the following months until completing the amount of those purchases.
In addition, pursuant to Communication “A” 7106 and effective as of September 16, 2020, in order to allow access to the FX Market for the formation of external assets, the relevant institution must be provided with a customer’s affidavit whereby the customer undertakes not to enter into securities transactions in Argentina to be settled in foreign currency as from the time the customer requests access to the FX Market and for 90 calendar days thereafter.
The relevant institution shall check the online system implemented by the Argentine Central Bank to verify whether the person has not reached the limits set for the applicable calendar month or has not exceeded them in the previous calendar month and is thus entitled to enter into the foreign exchange transaction, and shall request the customer to provide an affidavit stating that such person is not a beneficiary of any “Zero Interest-Rate Loans” contemplated in section 9 of Decree No. 332/2020, as amended, “Subsidized Loans for Companies” and/or “Zero Interest-Rate Loans for Independent Workers Engaged in Cultural Activities.”
In addition, for the purpose of entering into derivative transactions relating to the payment of premiums, creation of guarantees and payments of futures, forwards, options and other derivatives, to the extent they imply a payment in foreign currency, individuals shall be required to obtain the Argentine Central Bank’s prior approval.
Access to the local exchange market is also allowed for the payment of premiums, creation of guarantees and payment of interest rate hedge agreements under obligations by residents vis-à-vis foreign creditors that are reported and validated, as applicable, under the External Assets and Liabilities Reporting Regime, provided that it does not cover risks higher than the external liabilities actually incurred by the debtor at the interest rate of the risk being hedged through such transaction. The customer who accesses the local market using this mechanism shall designate an institution authorized to deal in the FX Market which shall follow up the transaction and shall sign an affidavit committing to enter and settle the funds payable to the local customer as a result of such transaction or as a result of the release of the collateral money, within 5 business days following the date such payment or release.
Moreover, any persons who received loans denominated in pesos directed to SMEs listed in items 2 and 3 of Communication “A” 7006 of the Argentine Central Bank shall request the Argentine Central Bank’s previous authorization to access the FX Market to enter into transactions for the purpose of forming external assets, providing family assistance and entering into derivative transactions or selling securities to be settled in foreign currency or transferring such securities to other depositaries. The applicable institution shall request customers willing to access the FX Market to provide evidence of the referred authorization from the Argentine Central Bank or an affidavit to the effect that they are not beneficiaries of any financing listed in items 2 or 3 of Communication “A” 7006 of the Argentine Central Bank.
The Argentine Central Bank has also established that individuals benefitting from the provisions of item 4 of Communication “A” 6949, as supplemented, and section 2 of Decree No. 319/20 may not, until repaying in full the financed amount or while the benefit regarding the adjustment of the value of the installment continues, as applicable, (i) access the FX Market for the purpose of forming external assets, providing family assistance and entering into derivative transactions; and (ii) arrange for the sale in Argentina of securities with settlement in foreign currency or transfer them to foreign depositaries
Access to the FX Market by non-residents
In accordance with section 3.12 the FX Regulations, prior approval by the Argentine Central Bank will be required for access to the FX Market by non-residents for the purchase of foreign currency, except for the following operations: (a) international organizations and institutions that perform functions of official export credit agencies, (b) diplomatic representations and consular and diplomatic personnel accredited in the country for transfers made in the exercise of their functions, (c) representatives of courts, authorities or offices, special missions, commissions or bilateral bodies established by Treaties or International Agreements, in which the Argentine Republic is part, to the extent that transfers are made in the exercise of their functions, (d) foreign transfers in the name of individuals who are beneficiaries of retirement and/or pensions paid by the ANSES, for up to the amount paid by said agency in the calendar month and to the extent that the transfer is made to a bank account owned by the beneficiary in its registered country of residence, (e) purchase of foreign currency (in cash) by non-resident individuals for tourism and travel expenses, up to a maximum amount of U$S100 dollars, to the extent the financial entity can verify that the client has settled an amount equal or higher than the sum to be purchased within 90 days prior to the operation; and (f) transfers to offshore bank accounts by individuals that are beneficiaries of pensions granted by the National Government pursuant to Laws Nos. 24,043, 24,411 and 25,914, as supplemented.
Swap, arbitrage and securities transactions
Financial institutions may carry out currency swap and arbitrage transactions with their customers in the following cases:
| (i) | inflows of foreign currency from abroad, to the extent that they do not relate to transactions subject to the obligation to settle them in the FX Market. Financial institutions shall allow inflows of foreign currency from abroad to be credited into the accounts opened by the customer in foreign currency in connection with these transactions; |
| (ii) | transfer of foreign currency abroad by individuals from their local accounts denominated in foreign currency to bank accounts held by such individuals abroad. Financial institutions shall require an affidavit from the customer stating that the customer has not sold any securities to be settled in foreign currency in the local market within the past 5 business days; |
| (iii) | transfer of foreign currency abroad by local common depositaries of securities in connection with proceeds received in foreign currency on account of services of principal and interest on Argentine Treasury bonds, when such transaction forms part of the payment procedure at the request of the foreign common depositaries; |
(iv) arbitrage transactions not originated in transfers from abroad may be made without any restrictions, to the extent that the funds are debited from an account in foreign currency held by the customer with a local financial institution. To the extent that the funds are not debited from an account denominated in foreign currency held by the customer, these transactions may be made by individuals, without the Argentine Central Bank’s prior approval, up to the amount allowed for the use of cash under items 3.8. and 3.12 of the FX Regulations;
| (v) | transfers of foreign currency abroad made by individuals from their local accounts denominated in foreign currency to offshore collection accounts up to an amount equivalent to US$ 500 in any calendar month, provided that the individual provides an affidavit stating that the transfer is made to assist in the maintenance of Argentine residents who were forced to remain abroad in compliance with the measures adopted in response to the COVID-19 pandemic; and |
(vi) all other swap and arbitrage transactions may be made by customers without the Argentine Central Bank’s prior approval to the extent that they would be allowed without need of such approval in accordance with other exchange regulations. This also applies to local common depositaries of securities with respect to the proceeds received in foreign currency as payments of principal of and interest on foreign currency securities paid in Argentina.
If the transfer is made in the same currency as that in which the account is denominated, the financial institution shall credit or debit the same amount as that received from or sent abroad. When the financial institution charges a commission or fee for these transactions, it shall be instrumented under a specifically designated item.
In addition, any person who has outstanding facilities in pesos under the scope of Communications “A” 6937, “A” 6993, “A” 7006, “A” 7082 of the Argentine Central Bank, as supplemented (i.e., credit facilities at subsidized interest rates) will be prevented from selling securities to be settled in foreign currency or transferring such securities to foreign depositaries, until such facilities have been fully repaid.
Use of export proceeds for the payment of new issuances of debt securities
Pursuant to Communication “A” 7196, as of January 7, 2021, proceeds in foreign currency from exports of goods and services may be used for the payment of principal and interest under new duly registered issuances of debt securities, to the extent that:
| ● | such issuance corresponds to (i) an exchange of debt securities, or (ii) the refinancing of foreign financial indebtedness, concerning scheduled principal repayments maturing between March 31, 2021, and December 31, 2022; and |
| ● | considering the transaction as a whole, the average life of new indebtedness is at least 18 months longer than the principal and interest payments being refinanced which should occur before December 31, 2022. |
Use of export proceeds for the payment of debts denominated in foreign currency
Communication “A” 7138 provides for cases in which proceeds in foreign currency from exports of goods and services may be used for the payment of certain debts denominated in foreign currency, indicating that, if the conditions set forth in item 1 of Communication “A” 7123 (relating to use of proceeds, the timing of entry and settlement of funds on the FX Market and the monitoring of the transaction by a local financial institution) are met, proceeds in foreign currency from exports of goods and services may be used for:
1. payments of principal and interest of financial debts abroad with an average life (considering services of both principal and interest) of not less than one year.
2. the repatriation of non-residents’ direct investments in companies that do not control local financial institutions, provided that such repatriation occurs after the date of completion and implementation of the investment project and at least one year after the inflow of the capital contribution through the FX Market.
In addition, Communication “A” 7138 provided for new transactions that may be paid out of foreign currency export proceeds:
a) new issuances of debt securities publicly registered in Argentina as of November 11, 2019 and denominated in foreign currency for which principal and interest are payable in Argentina in foreign currency (to the extent the proceeds have been obtained through the FX Market), with an average life of not less than one year considering maturities of both principal and interest,
b) new indebtedness or direct investment capital contributions, the proceeds of which have entered and settled, and have allowed to reach the parameters provided in the Refinancing Plan under item 7 of Communication “A” 7106;
c) new issuances of debt securities publicly registered in Argentina or abroad issued after October 9, 2020, with an average life of not less than two years, the delivery of which allowed the issuer to reach the parameters provided in its Refinancing Plan.
Export proceeds to guarantee new indebtedness
Communication “A” 7196 allows for proceeds from exports of goods and services held in local or foreign financial institutions to guarantee payment of new indebtedness entered into pursuant to Communication "A" 7123 and has complied with the mandatory repatriation and settlement obligation, as from January 7, 2021. Funds in these accounts shall not exceed at any time 125% of the principal and interest to be paid in the current month and the following six calendar months, in accordance with the scheduled of payments as agreed upon with the creditors. Funds exceeding such amount must be repatriated and settled through the FX Market subject to the applicable foreign exchange rules.
In the event the financial agreement entered into requires the funds to be deposited for a period exceeding that which has been established for its mandatory settlement, the exporter may request this latter period be extended up until five business day after the former.
Access to the FX Market for the constitution of guarantees
Residents may access the FX Market for the constitution of guarantees in connection to new indebtedness entered into as of January 7, 2021, pursuant to the Communication "A" 7123 refinancing scheme, or in connection to local trusts created to guarantee principal and interest payments of such new indebtedness. Such guarantees are to be held in local financial institutions or, in the event of foreign indebtedness, in foreign financial institutions, in an amount equal to that established in the agreement, pursuant to the following conditions:
| i. | concurrently to such access, foreign currency-denominated funds are being repatriated and settled through the FX Market and/or funds credited to the correspondent account of a local financial institutions, and |
| ii. | the guarantees shall not exceed at any time 125% of the principal and interest to be paid in the current month and the following six calendar months, in accordance with the scheduled of payments as agreed upon with the creditors. |
Funds which are not applied to the payment of principal and interest or the conservation guarantee detailed herein must be settled through the FX Market within five business days from its maturity date.
Access to the FX Market for the payment of new issuances of debt securities
New duly registered issuances of foreign-denominated debt securities, issued as of January 7, 2021, intended to refinance pre-existing debt, when seeking access to the FX Market for the payment of principal and interest under such new indebtedness, shall be considered to have complied with the obligation to mandatory settle through foreign currency for an amount equivalent to the refinanced principal, the interest accrued up to the date the refinancing was settled and, to the extent that the new debt securities do not schedule principal maturities before 2023, the interest that would accrue until December 31, 2022 by the indebtedness which is refinanced in advance and/or by the deferment of the refinanced principal and/or by the interest which would accrue on the amounts so refinanced.
Special regime for financings under Plan Gas IV
On November 19, 2020, the Argentine Central Bank issued Communication “A” 7168 which provided for specific regulations applicable to transactions entered and settled through the FX Market as of November 16, 2020 intended for the financing of projects falling within the scope of the Plan Gas IV. In particular, Communication “A” 7168 provides that:
1) Institutions may grant access to the FX Market to remit funds abroad in the nature of dividends and profits to non-resident shareholders without the prior consent of the Argentine Central Bank provided the following conditions are met:
(i) the dividends and profits arise from audited and closed financial statements;
(ii) the total amount to be paid as dividends and profits to non-resident shareholders, including the payment then requested to be processed, does not exceed the amount in local currency payable to them as per the distribution approved by the shareholders’ meeting;
(iii) access occurs not earlier than two calendar years from the date of the settlement in the FX Market of the transaction that qualifies for inclusion in this point; and
(iv) the transaction is disclosed, if applicable, in the last filing due under the External Assets and Liabilities Reporting Regime.
2) Institutions may grant access to the FX Market, without the prior consent of the Argentine Central Bank, for the payment at maturity of principal and interest services on foreign indebtedness provided that such indebtedness has an average life of not less than two years and the remaining requirements for principal and interest payments on foreign financial indebtedness under the FX Regulations are met.
3) Entities may grant access to the FX Market, without the prior consent of the Argentine Central Bank, for the repatriation of direct investments made by non-residents up to the amount of direct investment contributions settled on the FX Market as of November 16, 2020 as long as all of the following conditions are met:
(i) the institution has documentation that proves the effective inflow of the direct investment in the resident company;
(ii) access occurs not earlier than two years from the date of settlement on the FX Market of the transaction that qualifies for inclusion in this point;
(iii) in case of a capital reduction and/or return of irrevocable contributions made by the local company, the institution has documentation that proves that the relevant legal mechanisms have been complied with and has verified that the external liability in pesos generated as from the date of the non-acceptance of the irrevocable contribution or the capital reduction, as applicable, has been disclosed in the last filing due under the External Assets and Liabilities Reporting Regime.
In all cases, the institution shall have documentation that allows it to verify the genuineness of the transaction to be processed, that the funds were used to finance projects falling under the scope of such plan and the fulfilment of the other requirements set forth in the FX Regulations.
Special regime under the investment promotion regime for exports set forth by Decree No. 234/21
On April 8, 2021, the Argentine Central Bank issued Communication “A” No. 7259 that states that proceeds of exports of goods under the investment promotion regime for exports set forth by Decree No. 234/21 (the “Promotion Regime”) might be applied, in the terms set by its regulators, to the following transactions:
a) Payment of principal and interests of debts arising from import of goods and services as from the maturity date;
b) Payment of principal and interests of debts connected to foreign financial debts as from the maturity date;
c) Payment of profits and dividends corresponding to closed and audited balance sheets; and
d) Repatriation of direct investments by non-residents in companies that are not controllers of local financial entities.
Such applications shall be admitted to the extent that the following conditions are met:
| 1. | The amount applied does not exceed 20% of the amount in foreign currency corresponding to the permit of export whose charges are applied. |
| 2. | The amount does not exceed 25% of the gross amount of foreign currency settled through the FX Market for financing the project that generated the applied exports. This gross amount will be calculated based on the foreign currency settled through the FX Market as of April 7, 2021 as (i) foreign financial debts and (ii) foreign direct investments. The settlements through the FX Market can only be computed after a year has elapsed since such settlement was carried out. |
| 3. | Exporters who opt for this mechanism must designate a local financial institution to monitor the project included in the Promotion Regime. |
Likewise, Communication “A” 7259 sets forth that exports proceeds that being eligible, are not simultaneously applied to the admitted uses, may remain deposited until their application in foreign correspondent accounts of local financial entities and/or in local accounts in foreign currency of local financial entities. In the event that the application had not taken place at the time of expiration of the deadline for the settlement of exports proceeds of the corresponding export permit, the exporter may request to the monitoring entity the extension of the term until the date on which it estimates the application will take place.
Local collections for exports of on-board supplies to foreign flagged means of transport (regimen de ranchos)
On February 5, 2021, the Argentine Central Bank issued Communication “A” 7217, establishing that, regarding local collections for exports of on-board (regimen de ranchos) supplies to foreign flagged means of transport, it shall be considered that the follow-up of the shipment permit is totally or partially complied with, for an amount equivalent to the amount paid locally in Pesos and/or in foreign currency to the exporter by a local agent that owns the foreign flagged means of transport, as long as the following conditions are met:
| A) | The documentation allows to verify that the delivery of the exported merchandise has taken place in the country, that the local agent of the company that owns the foreign flagged means of transport made the payment to the exporter locally and in which currency the payment was made. |
B) An entity shall issue a certification stating that the company that owns the foreign flagged means of transport would have had access to the FX Market pursuant to Section 3.2.2. of the FX Regulations for the equivalent amount in foreign currency which is intended to be computed to the shipment permit.
The entity which states the precedent shall previously verify compliance with all the other requirements stablished in Section 3.2.2. of the FX Regulations except for provisions of Section 3.13. and the local agent of the company that owns the foreign flagged means of transport shall have filed an affidavit stating that it has not transferred or will transfer funds abroad for the proportional amount of the operations included in the certification.
C) In the event that the funds have been received in the country in foreign currency, a certification that the settlement of the funds through the FX Market has been made is needed.
The local agent of the company that owns the foreign flagged means of transport shall not have used this mechanism for an amount greater than US$250,000 in the calendar month.
Argentine Central Bank’s Reporting Systems
Advance information on foreign exchange transactions
The institutions authorized to deal in foreign exchange shall provide the Argentine Central Bank, at the end of each business day and two business days in advance, with information on transactions relative to outflows through the FX Market in daily amounts equal to or higher than the equivalent of US$ 50,000 (fifty thousand U.S. Dollars).
Customers of licensed institutions shall provide such institutions with information sufficiently in advance so that they may comply with the requirements under this reporting regime and, accordingly, to the extent any further requirements set forth in the exchange regulations are simultaneously satisfied, they may process the exchange transactions.
Other foreign exchange regulations
Pursuant to General Resolution No. 836/20, the CNV provided that mutual investment funds in pesos shall invest at least 75% of their assets in financial instruments and marketable securities issued in Argentina exclusively in local currency. General Resolution No. 838/20 clarified that such requirement is not applicable to investments in assets issued or denominated in foreign currency that are made and paid in pesos and the interest and principal amounts whereof are exclusively paid in pesos.
Under Interpretation Criterion No. 17 (referring to General Resolution No. 836/2020), the CNV established that new investments in assets issued in foreign currency may be made only if the aggregate of the assets listed in section 78, Article XV, Chapter III, Title XVIII of the CNV Rules plus the rest of the assets issued in a currency other than pesos does not exceed 25% of the assets of the relevant mutual investment fund.
Pursuant to General Resolution No. 878/2020, sales transactions of securities to be settled in foreign currency and in a foreign jurisdiction will be carried out provided that a minimum holding period of three business days is observed to be counted as from the date such securities are credited with the relevant depositary. As regards to sales of securities to be settled in foreign currency and in a local jurisdiction, the minimum holding period will be two business days to be counted as from the date such securities are credited with the relevant depositary. These minimum holding periods shall not be applicable in the case of purchases of securities to be settled in foreign currency.
In addition, transfers of securities acquired from foreign depositaries to be settled in pesos will be processed subject to a minimum holding period of three business days counted as from the crediting thereof with the depositary, unless such crediting results from a primary placement of securities issued by the National Treasury or refers to shares and/or Argentine deposit certificates (CEDEARs) traded on markets regulated by the CNV. Settlement and clearing agents and trading agents must verify compliance with the aforementioned minimum holding period of the securities.
As regards incoming transfers, General Resolution No. 878/2020 provided that securities transferred by foreign depositaries and credited with a central depositary may not be allocated to the settlement of transactions in foreign currency and in a foreign jurisdiction until three business days after such crediting into sub-account/s in the local custodian. If such securities are allocated to the settlement of transactions in foreign currency and in local jurisdiction, the minimum holding period will be two business days after such crediting into sub-account/s in the local custodian.
In addition, in the price-time priority order matching segment, transactions for the purchase and sale of fixed-income securities denominated and payable in US dollars issued by Argentina under local laws by sub-accounts subject to section 6 of the FX Regulations and that are also regarded as qualified investors, the following requirements must be observed:
(i) for the aggregate of such securities, the nominal amount of securities purchased and to be settled in pesos may not exceed the nominal amount of securities sold and to be settled in pesos, on the same trading day and for each customer sub-account;
(ii) for the aggregate of such securities, the nominal amount of securities sold and to be settled in foreign currency and in local jurisdiction may not exceed the nominal amount of securities bought and to be settled in such currency and jurisdiction, on the same trading day and for each customer sub-account; and
(iii) for the aggregate of such securities, the nominal amount of securities sold and to be settled in foreign currency and in a foreign jurisdiction may not exceed the nominal amount of securities bought and to be settled in such currency and jurisdiction, on the same trading day and for each sub-account.
Foreign Exchange Criminal Regime
Any operation that does not comply with the provisions of the FX Regulations is subject to Law No. 19,359 of Foreign Exchange Criminal Regime.
Notwithstanding the above mentioned measures adopted by the current administration, the Central Bank and the federal government in the future may impose additional exchange controls that may further impact our ability to transfer funds abroad and may prevent or delay payments that our Argentine subsidiaries are required to make outside Argentina.
| Item 10.E | Taxation |
Certain United States Federal Income Tax Considerations
The following is a summary of certain U.S. federal income tax considerations that may be relevant to the purchase, ownership and disposition of common shares or ADSs by a U.S. Holder (as defined below).
This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial interpretations thereof, in force as of the date hereof. Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. In addition, this summary assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.
This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’sinvestor’s decision to purchase, hold, or dispose of common shares or ADSs. In particular, this summary is directed only to U.S. Holders that hold common shares or ADSs as capital assets and does not address tax consequences to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, insurance companies, tax exempt entities, entities and arrangements treated as partnerships and the partners therein, holders that own or are treated as owning 10% or more of our shares by vote or value, persons holding common shares or ADSs as part of a hedging or conversion transaction or a straddle, nonresident alien individuals present in the United States for more than 182 days in a taxable year, or persons whose functional currency is not the U.S. dollar. Moreover, this summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of common shares or ADSs.
For purposes of this summary, a “U.S. Holder” is a beneficial owner of common shares or ADSs that is an individual citizen or resident of the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such common shares or ADSs.
You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the common shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.
ADSs
In general, if you are a U.S. Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying common shares that are represented by those ADSs. Accordingly, deposits or withdrawals of common shares for ADSs will not be subject to U.S. federal income tax.
Taxation of Dividends
Subject to the discussion below under “—Passive Foreign Investment Company,” the gross amount of any distribution of cash or property with respect to common shares or ADSs (including any amount withheld in respect of Argentine withholding taxes) that is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be includible in a U.S Holder’sHolder’s taxable income as ordinary dividend income on the day on which the holder receives the dividend, in the case of common shares, or the date the ADS Depositary receives the dividends, in the case of ADSs, and will not be eligible for the dividends-received deduction allowed to corporations under the Code. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the common shares or ADSs, and to the extent the amount of the distribution exceeds your tax basis, the excess will generally be taxed as capital gain recognized on a sale or exchange.
We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.
Dividends paid in a currency other than U.S. dollars generally will be includible in a U.S. Holder’sHolder’s income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day the holder receives the dividends, in the case of common shares, or the date the ADS Depositary receives the dividends, in the case of ADSs. Any gain or loss on a subsequent sale, conversion or other disposition of such non-U.S. currency (or on behalf of) by such U.S. Holder generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States. As indicated in “Item 3.D. Risk Factors—Risks Relating to our Shares and ADSs—Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, shares underlying the ADSs”, in light of the current restrictions on conversion of Argentinean currency into foreign currency, the Depositary for the ADSs may hold the Argentine pesos it cannot convert for the account of the ADS holders for a significant period of time. The subsequent conversion of such Argentinean pesos into U.S. dollars may therefore result in such income or loss. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any foreign currency received that is converted into U.S. dollars after it is received.
Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by a non-corporate U.S. Holder with respect to the common shares or ADSs will be subject to taxation at a preferential rate if the dividends are “qualified dividends”“qualified dividends” and certain other requirements are met. Dividends paid on the common shares or ADSs will be treated as qualified dividends if:
| ● | the common shares or ADSs are readily tradable on an established securities market in the United States and |
| ● | we were not, for the year prior to the year in which the dividend was paid, and are not, for the year in which the dividend is paid, a passive foreign investment company (a |
Our ADSs have been approved for listingare listed on the NYSE, and theour ADSs will qualify as readily tradable on an established securities market in the United States so long as they are so listed and remain so listed. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 20172019 or 2020 taxable year.years. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. U.S. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.
Because the common shares are not themselves listed on a U.S. exchange, dividends received with respect to common shares that are not represented by ADSs may not be treated as qualified dividends. U.S. Holders should consult their own tax advisors regarding the potential availability of the reduced dividend tax rate in respect of common shares.
U.S. Holders that receive distributions of additional common shares or ADSs or rights to subscribe for common shares or ADSs as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax in respect of the distributions.
Taxation of Dispositions of Common Shares or ADSs
Subject to the discussion below under “—Passive Foreign Investment Company,” if a U.S. Holder realizes gain or loss on the sale, exchange or other disposition of common shares or ADSs, that gain or loss will be capital gain or loss and generally will be long-term capital gain or loss if the common shares or ADSs have been held for more than one year. Long-term capital gain realized by a non-corporate U.S. Holder generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.
Foreign Tax Credit Considerations
Dividend distributions with respect to the common shares or ADSs generally will be treated as “passive category”“passive category” income from sources outside the United States for purposes of determining a U.S. Holder’sHolder’s U.S. foreign tax credit limitation. Subject to the limitations and conditions provided in the Code and the applicable U.S. Treasury regulations, a U.S. Holder may be able to claim a U.S. foreign tax credit against its U.S. federal income tax liability in respect of any Argentine taxes withheld (to the extent not exceeding the withholding rate applicable to the U.S. Holder) from a dividend paid to such U.S. Holder if the tax is treated for U.S. federal income tax purposes as imposed on the U.S. Holder. Alternatively, the U.S. Holder may deduct such Argentine taxes from its U.S. federal taxable income, provided that the U.S. Holder elects to deduct rather than credit all foreign income taxes for the relevant taxable year.
Any gain realized on the sale or other disposition of common shares or ADSs will be treated as income from U.S. sources for purposes of determining a U.S. Holder’sHolder’s U.S. foreign tax credit limitation. Therefore, an investor generally would not be able to use the foreign tax credit arising from any Argentine tax imposed on such disposition unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. Taxes are only eligible for the foreign tax credit if they are income taxes (or a tax paid in lieu of an income tax). The Argentine capital gains tax will generally be treated as an income tax (or a tax paid in lieu of an income tax) and thus potentially eligible for the foreign tax credit, provided the U.S. Holder has other income derived from foreign sources against which the credit can be used (as discussed above). Asset taxes, such as the Argentine personal assets tax (as described in “—“—Material Argentine Tax Considerations—Considerations—Personal Assets Tax”), or Extraordinary Contribution (as described in “—Material Argentine Tax” Considerations—Solidary and Extraordinary contribution to help moderate the effects caused by the Pandemic”), generally will not be treated as income taxes for U.S. federal income tax purposes. If the Argentine personal assets tax or Extraordinary Contribution is not treated as an income tax for U.S. federal income tax purposes, a U.S. Holder generally would be unable to claim a foreign tax credit for any Argentine personal assets tax or Extraordinary Contribution paid. A U.S. Holder may be able to deduct the Argentine taxes discussed in this paragraph in computing its U.S. federal income tax liability, subject to applicable limitations (including, in the case of income taxes, that the U.S. Holder elects to deduct rather than credit all foreign income taxes for the relevant taxable year).
The rules with respect to U.S. foreign tax credits are complex and involve the application of rules that depend on a U.S. Holder’sHolder’s particular circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the U.S. foreign tax credit under their particular circumstances.
Passive Foreign Investment Company
Special tax rules apply to U.S. Holders if we are a PFIC. In general, we will be a PFIC in a particular taxable year if, after applying certain look-through rules, either 75 percent or more of our gross income for the taxable year is passive income, or the average percentage (determined based on a quarterly average)50 percent or more of the value of our assets (determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income is at least 50 percent.income. As discussed above, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 20172020 taxable year, and we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. The determination of whether we are a PFIC for any taxable year depends on the classification of our income and assets, our cash position and the nature of the activities performed by our officers and employees. Because this determination is made annually, it is possible that we may become a PFIC for the current taxable year or for any future taxable year due to changes in the composition of our income or assets.
If we are a PFIC for the current taxable year or for a future taxable year during which a U.S. Holder owns common shares or ADSs, the U.S. Holder will be subject to a special tax at ordinary income rates on certain “excess distributions”“excess distributions” and on gain recognized on the sale or other disposition of such holder’sholder’s common shares or ADSs. For these purposes, distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the U.S. Holder’sHolder’s holding period for the common shares or ADSs. In addition, the amount of income tax on any excess distributions or gains will be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions or gains were earned ratably over the period the U.S. Holder held the common shares or ADSs. Classification as a PFIC may also have other adverse tax consequences and subject a U.S. Holder to certain reporting requirements. If we are a PFIC for our current taxable year or in future taxable years, U.S. Holders may be able to make certain elections that would mitigate the consequences of our status as a PFIC, including by electing to mark common shares or ADSs to market annually. U.S. Holders should consult their own tax advisor regarding the U.S. federal income tax considerations discussed above.
Specified Foreign Financial Assets
Certain individual U.S. Holders that own “specified“specified foreign financial assets”assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year or $75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified“Specified foreign financial assets”assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the common shares or ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. Holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the common shares or ADSs, including the application of the rules to their particular circumstances.
Backup Withholding and Information Reporting
Dividends paid on, and proceeds from the sale, exchange or other disposition of, the common shares or ADSs to a U.S. Holder generally will be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’sHolder’s U.S. federal income tax liability, provided the required information is furnished to the U.S. Internal Revenue Service in a timely manner.
Material Argentine Tax Considerations
The following discussion is a summary of the material Argentine tax considerations relating to the purchase, ownership and disposition of our ADSs or common shares. ItADSs. The following summary is based upon the tax laws of Argentina as in effect on the date of this document and regulations thereunderis subject to any change in Argentine law that may come into effect after such date any change could apply retroactively and could affect the continued validity of this summary.
This summary considers the most relevant aspects of Argentine tax law as of the date of this annual report, and isdocument, nevertheless, please note it does not include all of the tax considerations that may be relevant to you or your situation, particularly if you are subject to any subsequent changes in Argentine laws and regulations which may come into effect after such date. special tax rules.
This summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a holder of such securities. No assurance can be given that the courts or tax authorities responsible for the administration of the laws and regulations described in this annual report will agree with this interpretation. In this regard, it is important to highlight that, due to recent nature of certain modifications to Argentine tax law, it is not possible to determine how the relatively new regulations will be applied and/or construed by the tax authorities of Argentina. Holders are encouraged to consult their tax advisors regarding the tax treatment of our ADSs or common shares as it relates to their particular situation.
Income Tax
Taxation on Dividends
-Argentine Entities (in general defined as entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina, the “Argentine Entities”): no Dividend Tax should apply.
(iii) Dividends originated in profits obtained during fiscal years initiated after January 1, 2021 onward:
-Non Argentine residents and Argentine resident individuals (and undivided estates): subject to a 13% ITW on the amount of such dividends. In the case of non-Argentine residents, the tax rate could be reduced pursuant to applicable treaties to avoid double taxation in force between Argentina and the jurisdiction of residence of the relevant non-resident holder, provided all required conditions are met. Please note that there is currently under analysis a bill proposing maintaining the 7% ITW rate of Dividend Tax for tax periods initiated after January 1, 2021.
-Argentine Entities: no Dividend Tax should apply.
The Income Tax Law provides a first in-first out rule pursuant to which distributed dividends correspond to the former accumulated profits of the distributing company.
Argentine individuals and undivided estates located in Argentina are not allowed to offset income arising from the distribution of dividends on Argentine shares with other losses arising from other type of operations. For Argentine individuals and undivided estates not registered before the AFIPArgentine tax authorities as payers oftaxpayers for income tax and foreign beneficiaries,purposes as well as for non-Argentine residents, the Dividend Tax withholding will be considered as a unique and final payment. In addition, under Law No. 27,430, rules are created that regulate and limit the possibility to offset gains derived from the distribution of dividends with losses generated in other operations.
The equalization tax (the “Equalization Tax”“Equalization Tax”) is applicable, for income accrued in tax periods initiated before January 1st, 2018, when the dividends distributed are higher than the “net“net accumulated taxable income”income” of the immediate previous fiscal period from when the distribution is made. In order to assess the “net“net accumulated taxable income”income” from the income calculated by the Income Tax Law, the income tax paid in the same fiscal period should be subtracted and the local dividends received in the previous fiscal period should be added to such income. The Equalization Tax willwould be imposed as a 35% withholding tax on the shareholder receiving the dividend. Dividend distributions made in property (other than cash) willwould be subject to the same tax rules as cash dividends. Stock dividends on fully paid shares (“(“acciones liberadas”liberadas”) are not subject to Equalization Tax.
Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from profit distributions made on ADSs or common shares.
Capital Gains Taxgains tax
According to currentIncome Tax 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 (unless an exemption applies), regardless of the type of beneficiary who realizes the gain.gain are subject to the following tax treatment:
If Argentine resident individuals and undivided estates located in Argentina perform a conversion procedure of securities only includedrepresenting shares, that do not meet the exemption requirements stated in the conditions mentioned in points (i), (ii) and (iii) above, to hold instead the underlying shares that do comply with said requirements, such conversion would be considered a taxable transfer of the securities representing shares for which the fair market value by the time the conversion takes place should be considered. The same tax treatment will apply if the conversion process involves shares that do not meet the exemption requirements stated above that are converted into securities representing shares to which the exemption is applicable. Once the underlying shares or securities representing shares are converted, the results obtained from the sale, exchange, swap or any other disposition thereof would be exempt from income tax provided that the conditions mentioned in points (i), (ii) and (iii) of the paragraph above are met. Pursuant to amendments introduced by Law N° 27,541, it could also be construed that a capital gains exemption could also apply for Argentine resident individuals and undivided estates located in Argentina if the securities made through ainvolved are listed on stock exchange market dulyexchanges or securities markets authorized by the CNV or if(although the implementing decree’s added provisions were just by way of example.matter is not free from doubt and further clarifications should be issued).
In case Foreign Beneficiaries conduct a conversion process of shares that do not reside in, ormeet the funds do not deriveexemption requirements, into securities representing shares that are exempt from jurisdictions not considered as cooperative for purposes of fiscal transparency. In addition, accordingincome tax pursuant to the last amendment introduced by Law No. 27,430, no taxesconditions stated above, such conversion would be claimed toconsidered a taxable transfer for which the abovementioned Foreign Beneficiaries on past sales of Argentine shares or other securities traded in CNV’s authorized markets (such as ADSs) as long asfair market value by the cause oftime the non-payment was the absence of a method for collection.conversion takes place should be considered.
In case the exemption is not applicable and the Foreign Beneficiaries are resident in a cooperative jurisdiction and their funds were channeled through cooperative jurisdictions, the gain derived from the disposition of common shares or ADSs 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 provided that the Foreign Beneficiary is not domiciled in a non-cooperative jurisdiction. In such scenario, the income tax should be paid to the AFIP 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 areprice.
For 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 sharesresident in, or securities being transferred or the foreign seller.
Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from the holding and disposing of ADSs or common shares.shares and whether any different treatment under a treaty to avoid double taxation could apply.
Tax treaties
Argentina has signed tax treaties for the avoidance of double taxation with Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, Mexico, the Netherlands, Norway, Russia, Spain, Sweden, Switzerland, the UK and the United Arab Emirates. The agreement signed with Qatar was approved by the National Congress on December 29, 2020 through Law No. 27,608 (published in the Official Gazette on January 15, 2021). The treaties signed with China, Luxembourg, Turkey, Austria and Japan are still undergoing the respective ratification procedures. There is no tax treaty for the avoidance of double taxation in effect between Argentina and the United States. Holders are encouraged to consult a tax advisor as to the potential application of the provisions of a treaty in their specific circumstances.
Personal Assets Taxassets tax
For tax period 2019, onwards, Argentine entities, like us, are subjecthave to pay the personal assets tax corresponding to Argentine Individuals and Foreign Beneficiaries (be they legalforeign resident individuals and foreign resident entities or individuals) for the holding of company shares atby December 31 of each year. TheFor Personal Assets Tax purposes, Law N° 27,541 (published in the Official Gazette on December 23, 2019) and Decree No. 99/2019 changed the “domicile” criterion for the “residence” criterion as stipulated under income tax rules. For tax period 2019, inclusive, and onwards the applicable tax rate is 0.25%0.50% and is levied on the proportional net worth value (“(“valor patrimonial proporcional”proporcional”), by December 31st of each year, of the shares arising from the last balance sheet. Pursuant to the Personal Assets Tax Law, the Argentine companies arecompany is entitled to seek reimbursement of saidsuch paid tax from the applicable Argentine Individualsresident individuals and/or Foreign Beneficiaries.foreign resident shareholders. The Argentine companiescompany may seek this personal assets tax reimbursement of Personal Assets Tax by setting off the applicable tax against any amount due to its shareholders or withholding on assets that originated the payment (i.e., the common shares) or in any other way or, under certain circumstances, waive its right under Argentine law to seek reimbursement from the shareholders.
Value Added Tax (VAT)added tax
The sale, exchange or other disposition of our ADSs or common shares and the distribution of dividends are exempted from VAT.
the value added tax.
Tax on Debitsdebits and Creditscredits on Argentine Bank Accountsbank accounts
All credits to and debits fromoriginated in bank accounts held at Argentine financial institutions, as well as certain cash payments, are subject to this tax, which is assessed at a general rate of 0.6%. There are also increased rates of 1.2% and reduced rates of 0.075%. According to Section 45 of Law N° 27,541, the applicable rate of tax on debits and credits on Argentine bank accounts (the “TDC”) is doubled for certain cash withdrawals made by certain Argentine legal entities. Owners of bank accounts subject to the general 0.6% and taxpayers subject to the 1.2% tax rate may consider 34%33% of the tax paid upon credits to such bank accounts as a tax credit. The taxpayers that are subject to the 1.2% rate may consider 17% of all tax paid upon credits to such bank accounts as a tax credit. Such amounts can be used as creditremaining amount is deductible for income tax or tax on presumed minimum income.purposes. If lower rates were applied, the available credit would be reduced to 20%.
Pursuant to Law No. 27,432 (published in the Official Gazette on December 29, 2017), the TDC shall apply until December 31, 2022, inclusive.
Tax on Minimum Presumed Income
Pursuant to Law No. 27,260, passed by the Argentine Congress on June 29, 2016, the tax on minimum presumed income will bewas eliminated for tax periods beginning onas of January 1, 2019.
Law N° 27,541 establishes, on an emergency basis and for the term of five fiscal periods from the entry into force of said law (i.e. December 23,2019), a federal tax applicable to certain transactions for the purchase of foreign currency for saving purposes or without a specific destination and other operations of currency exchange and acquisition of services performed by Argentine tax residents (individuals, undivided estates, legal entities, among others). The applicable rate is, in general, 30%.
Investors should consider the provisions that apply to them according to their specific case.
In addition, General Resolution (AFIP) N° 4815/2020 established on the operations subject to PAIS Tax and for the taxpayers defined in Article 36 of Law N° 27,541 that qualify as Argentine residents, in the terms of Article 116 and subsequent of the Income Tax Law, the application of a thirty-five percent (35%) collection on the amounts in Ps. that, for each case, are detailed in Article 39 of the Law 27,541. Said collection will have the character of payment on account and will be computable in the annual income tax return or, where appropriate, the annual personal assets tax return, corresponding to the fiscal period in which they were incurred.
Solidary and Extraordinary contribution to help moderate the effects caused by the Pandemic
On an emergency basis and for only one time, it was created an extraordinary, obligatory contribution which applies on the assets of certain individuals and undivided estates in existence at the date of entry into force of Law N° 27,605 (i.e. December 18, 2020) (the "Extraordinary Contribution").
The taxpayers are:
Argentine residents: Argentine resident individuals and undivided estates, for their assets located in the country and abroad. Also included are those individuals of Argentine nationality whose domicile or residence is in "non-cooperative jurisdictions" or "null or low tax jurisdictions" according to the terms of the Income Tax Law.
Non-Argentine residents: Individuals and undivided estates residing abroad (except those mentioned in the previous point) for their assets located in the country.
The individual’s residence by December 31, 2019 according to Income Tax Law provisions shall be applicable for the purposes of this Extraordinary Contribution.
In both cases, these individuals will be exempted from this Extraordinary Contribution when the total value of their assets, included and valued according to the personal assets tax law terms, regardless of the treatment they have against such tax and without any non-taxable minimum threshold deduction, does not exceed Ps. 200,000,000, inclusive.
For those mentioned in point a), the taxable base of this Extraordinary Contribution will be determined considering the total value of their assets in the country and abroad, as regulated by Law No. 27,541.
The Extraordinary Contribution to be paid will be determined on the basis of a scale and rates varying from 2% to 5.25%, depending on (i) the total value of the assets and (ii) their location and (iii) whether the taxpayer chooses to repatriated certain portion of its assets within a certain period of time.
Holders are encouraged to consult a tax advisor as to the particular consequences in this tax, or the potential subsequent application of this or a similar tax in the future, derived from the holding of ADSs or common shares.
Gross turnover tax
This tax is a provincial tax, which is also levied in the City of Buenos Aires, applicable to gross revenues resulting from the regular and onerous exercise of commerce, industry, profession, business, services or any other onerous activity conducted on a regular basis within the respective Argentine jurisdiction. Each of the provinces and the City of Buenos Aires apply different tax rates depending on the type of activity.
In addition, gross turnover tax could be applicable on the transfer of ADSs or common shares and on the collectionperception of dividends could be subject to gross turnover tax ifthe extent, such activity is conducted on a regular basis within an Argentine province or within the City of Buenos Aires, unless an exemption applies. For example,Aires. However, under the Tax Code of the City of Buenos Aires, any transactions oftransaction with shares as well as the collectionperception of dividends are exempt from gross turnover tax.
Holders of ADSs or common shares are encouraged to consult a tax advisor regardingas to the specificparticular gross turnover tax consequences that come with the possessionof holding and disposaldisposing of ADSs or ordinarycommon shares in the jurisdictions involved.involved jurisdictions.
Regimes for the Collection of Provincial Tax Revenues on the Amounts Credited to Bank Accounts
Different tax authorities (i.e., City of Buenos Aires, Corrientes, CóCórdoba, TucumáTucumán, Province of Buenos Aires and Salta, among others) have established collection regimes for gross turnover tax purposes applicable to those credits verified in accounts opened at financial entities, of any type and/or nature and including all branch offices, irrespective of territorial location. These regimes apply to those taxpayers included in the payrolllists provided monthly by the tax authorities of each jurisdiction. The applicable rates may vary depending on the jurisdiction involved. Collections made under these regimes shall be considered as a payment on account of the gross turnover tax. AsNote that certain jurisdictions have excluded the application of these regimes on certain financial transactions, holders shall corroboratetransactions. Holders of ADSs should consult a tax advisor regarding the existencepotential application of any exclusion to these regimes in accordance with the jurisdiction involved.this collection regime.
Stamp Taxtax
Stamp tax is a localprovincial tax, thatwhich is also levied based on the formal execution of public or private instruments within Argentine provinces or in the City of Buenos Aires, or that have effects in said jurisdictions, even if executed abroad. Documents subjectapplicable to stamp tax include, among others, various typesthe execution of contracts, notarial deeds and promissory notes. Each province andonerous transactions within an Argentine provincial jurisdiction or the City of Buenos Aires has its own stamp tax legislation. Stamp tax rates vary according toor outside an Argentine provincial jurisdiction or the jurisdiction and typeCity of agreement involved. Buenos Aires but with effects in such jurisdiction.
In certain jurisdictions,the City of Buenos Aires, acts or instruments related to the negotiation of shares and other securities duly authorized for its public offering by the CNV are exempt from stamp tax.
Holders of ADSs or ordinarycommon shares are encouraged to consult a tax advisor as to the particular stamp tax consequences arising in the involved jurisdictions.
Other Taxestaxes
There are no Argentine federal inheritance or succession taxes applicable to the ownership, transfer or disposition of our ADSs or common shares, except forshares.
At the provincial level, the province of Buenos Aires and Entre Ríos. In such jurisdictions, theimposes a tax on free transmission of assets, including inheritance, legacies, donations, etc. For tax period 2021, any gratuitous transfer of property lower than or equal to Ps.322,800 is exempt. This amount is increased to Ps.1,344,000 in the case of transfers among parents, sons, daughters and spouses. The amount to be taxed, which includes a fixed component and a variable component that is based on differential rates (which range from 1.6026% to 8.7840%), is subject to tax. Since January 2011, the tax rates have been set between 4% and 21.925%varies according to the taxable baseproperty value to be transferred and the degree of kinship of the parties involved. Free transmission of ADSs or common shares could be subject to this tax in the province of Buenos Aires to the extent that the transmission is equal to or higher than Ps.107,640 or Ps.448,500 in the case parents, children and spouse were involved. As well, in the province of Entre Ríos the free transmission is subject to tax if such transmission is equal to or higher than Ps.60,000 or Ps.250,000 in the case parents, children and spouse were involved.tax.
Holders of ADSs or common shares are encouraged to consult a tax advisor as to the particular tax consequences arising in the involved jurisdictions.
Court Taxtax
In the case of litigation regardingevent that it becomes necessary to institute enforcement proceedings in relation to our ADSs or common shares before ain the federal court incourts of Argentina or the courts sitting in the City of Buenos Aires, a 3% court tax calculated(currently at a rate of 3.0%) will be imposed on the basisamount of theany claim shall be charged.brought before such courts. Certain court and other taxes could be imposed on the amount of any claim brought before the courts of the relevant province.
Non-cooperative jurisdictions areand Low-or-nil-tax jurisdictions
According to Section 82 of act 27,430, for fiscal purposes, any reference to “low tax or no tax countries” or “non-cooperative countries” should be understood to be “non-cooperative jurisdictions or low or nil tax jurisdictions,” as defined in Section 19 and Section 20 of the Income Tax Law.
Section 19 of the Argentine Income Tax Law defines non-cooperative jurisdictions as those countries or jurisdictions that do not have an agreement in force with the Argentine 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 countriesThose jurisdictions that, having an agreement of this type in force, do not effectively comply with the exchange of information will also be considered as 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. The executive power willcommitted. Section 24 of the regulatory decree of the Income Tax Law establishes the list of jurisdictions deemed as “non-cooperative” under Section 19 of the aforementioned law.
In turn, Section 20 of the Argentine Income Tax Law defines low or nil tax jurisdictions as those countries, domains, jurisdictions, territories, associated states or special tax regimes in which the maximum corporate income tax rate is lower than 60% of the corporate income tax rate established in Section 73(a) of the Income Tax Law.
Pursuant to Section 25 of the regulatory decree of the Income Tax Law, for purposes of determining the taxation level referred to in Article 20 of the Income Tax Law, taxpayers should consider the aggregate corporate tax rate applicable in each jurisdiction, regardless of the governmental level in which the taxes were levied. In turn, “special tax regime” is understood as any regulation orspecific scheme that departs from the general corporate tax regime applicable in said country and results in an effective rate below that stated under the general regime.
Holders of ADSs or common shares are encouraged to consult a tax advisor as to the particular tax consequences arising for them related to non-cooperative jurisdictions based on the criteria above. According to the Decree No. 279/2018 non-cooperative jurisdictions would be those not included in the list currently published in the AFIP’s website created in accordance with the Decree No 589/2013 until the new list to be issued by the executive power is published.or low-or-nil-tax jurisdictions.
Incoming Funds Arising from Non-Cooperative or Low or Nil Tax Jurisdictions
According to the legal presumption under Section 18.118.2 of Law No. 11,683, as amended, incoming funds from non-cooperative or low or nil jurisdictions willcould be deemed as unjustified net worth increases for the Argentine party, no matter the nature of the operation involved. Unjustified net worth increases are subject to the following taxes:
income tax would be assessed at 110% of the amount of funds transferred.
value added tax would be assessed at 110% of the amount of funds transferred.
Although the concept of “incoming funds”“incoming funds” is not clear, it should be construed as any transfer of funds:
The Argentine Individualparty may rebut such legal presumption by duly evidencing before the AFIPArgentine tax authority that the funds arise from activities effectively performed by the Argentine Individualparty or by a third party in such jurisdiction, or that such funds have been previously declared.
Not applicable.
Not applicable.
We are subject to the information requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In accordance with these requirements, we file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D,C, 20549. Copies of the materials may be obtained from the SEC’s Public Reference Room at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an internet website that contains filings, reports and other information regarding issuers who, like us, file electronically with the SEC. The address of that website is http://www.sec.gov.
We remind investors that we are required to file financial statements and other periodic reports with the CNV because we are a public company in Argentina. Investors can access our historical financial statements published in Spanish on the CNV’s website at www.cnv.gob.ar. The information found on the CNV’s website is not a part of this annual report. Investors are cautioned not to place undue reliance on our financial statements or other information not included in this annual report.
Not applicableapplicable.
Financial Risk Management Goals and Policies
Our principal financial liabilities comprise of bank loans and borrowings from CAMMESA and trade and other payables. The main purpose of these financial liabilities is to finance our operations. We have trade and other receivables, and cash and cash equivalents that result directly from our operations. We also have available-for-sale financial assets and financial assets at fair value through profit and loss.
Due to our business activity, we are exposed to the following financial risks: market risk, credit risk and liquidity risk. We continuously monitor these risks to minimize the potential negative impact they could have on our finances.
Market Risk
Market risk is the risk of changes in the fair value or the future cash flows of financial instruments due to fluctuations in market prices. The market risks affecting our business include interest rate risk, foreign currency risk and price risk.
Interest Rate Risk
Interest rate sensitivity
See Note 20 to our audited and consolidated Financial Statements for the period ended December 31, 2020.
Increase in basis points | Effect on income before income tax in thousands of Ps. (Loss) |
500 | (167,112) |
Foreign Currency Risk
See Note 20 to our audited and consolidated Financial Statements for the sensitivity of income before income tax as ofperiod ended December 31, 2017 to a reasonably likely change to the U.S. dollar to peso exchange rate, all other variables being equal (due to changes in the fair value of monetary assets and liabilities):
Change in the U.S. dollar exchange rate | Effect on income before income tax in thousands of Ps. (Loss) |
10% | (93,729) |
Price Risk
Credit Risk
See “Item“Item 3.D.—Risk Factors—Factors—Risks Relating to Our Business—Business—Our results depend largely on the compensation established by the Secretariat of Electric Energy and received from CAMMESA”CAMMESA” and “Item“Item 3.D.—Risk Factors—Factors—Risks Relating to the Electric Power Sector in Argentina—Argentina—We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and other customers in the electric power sector.”
We are entitled to receive payments from CAMMESA under the Energía Base within 42 days after the date of billing. In recent years, due to regulatory conditions in Argentina’sArgentina’s electric power sector that affected the profitability and economic viability of power utilities, certain WEM agents defaulted on their payments to CAMMESA, which adversely affected CAMMESA’sCAMMESA’s ability to meet its payment obligations to electric power generators, including us. As a consequence, in the past, we have seen CAMMESA pay within 92 days of month-end, rather than the required 42 days after the date of billing. Such payment delays would result in higher working capital requirements than we would typically have to finance with our own financing sources. However, this delay has been decreasing since April 2016. SinceFrom September 2016 to November 2017, CAMMESA has paid within 42 days afterwithout delays, and since then, there were short periods in which CAMMESA experienced delays in paying.
For example, for the date of billing, in accordance with themonthly transaction related to Energía Base.Base and thermal PPAs. As of December 2020, with due date on February 10, 2021, we collected , 24.01% on March 5, 2021, 51.72% on March 15, 2021, and the rest on March 31, 2021. For these delays, we are entitled to receive interests from CAMMESA. Payments related to PPAs under the Renovar Regulatory Framework have not suffered delays. CAMMESA may once again be unable to make payments to generators both in respect of energy dispatched and generation capacity availability on a timely basis or in full, which may substantially and adversely affect our financial position and the results of our operations.
The chart below shows the payment cycle of CAMMESA (for sales under the Energía Base) in terms of number of days after the due date that CAMMESA took to pay the balances each month from September 2015 to January 2018:December 2019:
Source: Central Puerto
Due to the COVID-19 pandemic crisis, we have experienced, and expect an improvementto continue experiencing, delays in CAMMESAcertain payments from an operational and a creditworthiness perspective, which we believe should, in turn, improve CAMMESA’s payment cycle to generation companies, including us.CAMMESA.
Under our contracts with YPF, we typically issue monthly invoices and YPF pays them within 35 to 45 days after they are issued. Our invoices are issued in U.S. dollars) and payments are made in pesos at the exchange rate as of the date of the payment.
Under our PPAs pursuant to Energía Plus, we typically issue monthly invoices and the off-taker pays them within 20 to 30 days after they are issued. The tariff for the energy sold is set in U.S. dollars. Our invoices can be issued in U.S. dollars or pesos converted into U.S. dollars, and are payable in pesos at the exchange rate as of the date of the payment, with the off-taker in this second case typically covering any exchange rate fluctuations as a result of any payment delay through credit or debit payments.
With respect to the FONINVEMEM program, after commercial authorization was granted to the Manuel Belgrano power plant (on January 7, 2010) and the San Martín power plant (on February 2, 2010), we started to collect monthly partial payments of our outstanding receivables from electric power sales from January 2004 through December 2007. These receivables arewere denominated in U.S. dollars bearing interest at LIBOR plus 1% (for receivables paid from the proceeds of the Manuel Belgrano plant) and 2% (for receivables paid from the proceeds of the “San Mart’n”“San Martín” power plant), and payments arewere made in pesos at the exchange rate as of the date of the payment.
As a result, the original amortization schedule from the CVO Agreement is in charge of managing customer credit risk subject to policies, proceduresfull force and controls relating to ours credit risk management. Accounts receivable are regularly monitored. Even thougheffect.
During 2019, we have not received guarantees, we have the authority to cause the power supply to be interrupted if clients fail to meet their credit obligations. For information on credit concentration, see Note 14.1 to our audited consolidated financial statements. As of the end of each reporting period, we testcollected Ps. 11.5 billion in CVO receivables from our major clients for impairment on an individual basis. The allowance recorded, measured in current amounts as of December 31, 2017 is deemed sufficient to cover the potential impairment in the value of our receivables.2020.
Liquidity Risk
Less than 3 months | 3 to 12 months | 1 to 5 years | Total | |
(in thousands of Ps.) | ||||
| CAMMESA borrowings and other borrowings | 233 | 2,258,409 | 2,534,287 | 4,792,929 |
| Trade and other payables | 1,015,369 | 1,936 | - | 1,017,305 |
| Total | 1,015,602 | 2,260,345 | 2,534,287 | 5,810,234 |
Less than 3 months | 3 to 1 2months | 1 to 5 years | Total | |
(in thousands of Ps.) | ||||
| Interest-bearing CAMMESA borrowings and other borrowing | 294,692 | 2,046,208 | 1,284,783 | 3,625,683 |
| Trade and other payables | 654,929 | 669 | - | 655,598 |
| Total | 949,621 | 2,046,877 | 1,284,783 | 4,281,281 |
Not applicable.
Not applicable.
Not applicable.
Fees and Charges
As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement:
Service | Fees |
| Issuance of ADSs (e.g., an issuance of ADS upon a deposit of common shares, upon a change in the ADS(s)-to-common share(s) ratio, or for any other reason), excluding ADS issuances as a result of distributions of common shares) | Up to U.S. |
| Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s) | Up to U.S. |
Service | Fees |
| Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) | Up to U.S. |
| Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs | Up to U.S. |
| Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off) | Up to U.S. |
| ADS Services | Up to U.S. |
As an ADS holder you will also be responsible to pay certain charges such as:
| ● | taxes (including applicable interest and penalties) and other governmental charges; |
| ● | the registration fees as may from time to time be in effect for the registration of common shares on the share register and applicable to transfers of common shares to or from the name of the custodian, the depositary bank or any nominees upon the making of deposits and withdrawals, respectively; |
| ● | certain cable, telex and facsimile transmission and delivery expenses; |
| ● | the expenses and charges incurred by the depositary bank in the conversion of foreign currency; |
| ● | the fees and expenses incurred by the depositary bank in connection with compliance with exchange control regulations and other regulatory requirements applicable to common shares, ADSs and ADRs; and |
| ● | the fees and expenses incurred by the depositary bank, the custodian, or any nominee in connection with the servicing or delivery of deposited property. |
ADS fees and charges for (i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary bank into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.
In the event of refusal to pay the depositary bank fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary bank fees from any distribution to be made to the ADS holder. Certain of the depositary fees and charges (such as the ADS services fee) may become payable shortly after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary bank. You will receive prior notice of such changes. The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time. Accordingly, on January 18, 2019, we received US$1,066,706.10 from the depositary bank.
None.
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds |
None.
| Item 15. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our Company,company, under the supervision and with the participation of its management, including our Chief Executive Officerchief executive officer and Chief Financial Officer, performed an evaluation ofchief financial officer, has evaluated the effectiveness of the design and operation of itsthe Company’s disclosure controls and procedures (as defined in Rule 13a-15 (e) underpursuant to 13a-15(e) of the Exchange Act)Act, as of December 31, 2012020.
(b) Management’s Report on Internal Control over Financial Reporting
| (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 IFRS, 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.
Management assessed the effectiveness of the SEC for newly public companies.company’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment and those criteria, management believes that the company maintained effective internal control over financial reporting as of December 31, 2020.
(c) Attestation report of the registered public accounting firm
Reference is made to the report of Pistrelli, Henry Martin y Asociados S.R.L. (a member firm of Ernst & Young Global) on page F-1 of this annual report.
(d) Changes in internal controls over financial reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Mr. Miguel DoderoTomás José White is our audit committee’s financial expert. He is an independent member of the audit committee under Rule 10A-3 and applicable NYSE standards.
We have adopted a “Code of Business Conduct” (the “code”) designed to establish guidelines with respect to professional conduct, morals and employee performance. This code applies to all directors, managers, heads and employees of the Company. The code is posted on our website and available free of charge at http://investors.centralpuerto.com/govdocs. We did not modifygovdocs. In 2018, the code duringwas amended to comply with the year ended December 31, 2017.requirements set forth in Argentine Law No. 27.401 (the “Corporate Criminal Liability Law”), which include that the Company’s employees while dealing with public sector officers or agencies on behalf of the Company shall act with due care and shall avoid, at all times, circumstances that may be considered contrary to the public duties of such public sector officers, illicit enrichment of such public sector officers, bribery and influence-peddling, extortion and preparation of false balance sheets and reports. On March 9, 2018, our Audit Committee approved the amendment. In addition, we did not grant any waivers to the code during the year ended December 31, 2017.2020
Pistrelli, Henry Martin y Asociados S.R.L. (a member firm of Ernst & Young Global) acted as our independent registered public accounting firm for the fiscal years ended December 31, 20172020 and 2016.2019. The following tables sets forth the total amount billed to us and our subsidiaries for the indicated fiscal years:years (stated in the current measurement unit as of December 31, 2020):
2017 | 2016 | 2020 | 2019 | |
(in thousands of Ps.) | (in thousands of Ps.) | |||
| Audit Fees | 12,964 | 8,731 | 31,501 | 34,749 |
| Tax Fees | 383 | 486 | 1,265 | 1,544 |
| All other fees | - | |||
| Total | 13,347 | 9,217 | 32,766 | 36,293 |
Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual consolidated financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. It includes the audit of our annual consolidated financial statements, the reviews of our quarterly consolidated financial statements submitted to CNV and other services that generally only the independent accountant reasonably can provide, such as comfort letters, statutory audits, attestation services, consents and assistance with and review of documents filed with the SEC.
Tax fees are billed for professional services related to tax compliance and tax advice for fiscal years 20172020 and 2016,2019, respectively.
Consistent with SEC requirements regarding auditor independence, the exemption under Rule 10A-3(b)(1)(iv)(A)(2), which exempts a minorityAudit Committee pre-approves services prior to commencement of the membersspecified service. Before any 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 principal auditor prior to commencement of the audit committee fromspecified service. The Audit Committee has delegated the independence requirements for one year from the effective dateauthority to grant pre-approvals to auditors’ services to its president. The decision of the registration statement, filed in connection withpresident to pre-approve a service is presented to the full Audit Committee at each of its scheduled meetings.
All audit fees, audit-related fees, tax fees and other fees, if any, are submitted to our initial public offering. We do not believe that such reliance adversely affectsAudit Committee for prior approval. The Audit Committee evaluates the abilityscope of the audit committeework to act independentlybe performed by our accountants and the fees for such work prior to satisfy the other requirements of Exchange Act Rule 10A-3.their engagement.
| Item 16.D | Exemptions from the Listing Standards for Audit Committees |
Not applicable.
None.
| Item 16.F | Change in Registrant’s Certifying Accountant |
Not applicable.
| Item 16.G | Corporate Governance |
NYSE Corporate Governance Rules
Under NYSE rules, foreign private issuers are subject to more limited corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with Sections 303A.06, 303A.11 and 303A.12(b) and (c) of the NYSE Listed Company Manual which set forth the following corporate governance rules: (i) we must satisfy the requirements of Rule 10A-3 of the Exchange Act relating to audit committees; (ii) our CEO must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with the applicable NYSE corporate governance rules; (iii) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards; and (iv) we must provide the NYSE with annual and interim written affirmations as required under the NYSE corporate governance rules.
The table below briefly describes the significant differences between our Argentine corporate governance rules and the NYSE corporate governance rules:
Section | NYSE corporate governance rule for U.S. domestic issuers | Argentine corporate governance rules | |
| 303A.01 | A listed company must have a majority of independent directors. | A listed company must have at least two independent directors who form a majority of the Audit Committee. | |
| 303A. 02 | No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required, on a case by case basis, to express an opinion with regard to the independence or lack of independence, of each individual director. | Pursuant to CNV Rules, a director is not independent if such director is: (a)  a member of management or an employee of shareholders who hold material holdings in the listed company or of other entities in which these shareholders have material holdings or over which these shareholders exercise a material influence; (b)  is currently an employee or has, in the last three years, been an employee of the listed company; (c)  a person who has a professional relationship or is part of a company or professional association that maintains professional relations with, or that receives remunerations or fees (other than (d)  a person who has material holdings in the listed company or in an entity that has material holdings in, or exercises a material influence over, the listed company; (e)  a person who directly or indirectly provides goods or services to the listed company or to shareholders that have material holdings in or exercise a material influence over the listed company and receives compensation for such services that is substantially higher than that received as director of the listed company; (f) the member is married or is a family member to an individual who would not qualify as independent. (g) the member is the director, CEO, administrator or principal executive from a non-profit organization which had received funds for amounts exceeding those established by Resolution No. 30/2011 of the UIF (currently equivalent to Ps.300,000), coming from the company, or a parent company; (h) a person who receive any payments from the company or group companies other than fees as a director or dividends as shareholder; or (i) a member of the administrative or supervisory committee and/or hold a significant participation (directly or indirectly) with respect to one or more companies that are registered as Agente de Negociación, Agente de Liquidación y Compensación y/o Agente de Corretaje de Valores Negociables. It is necessary to comply with the conditions of independence for at least three years before the designation as a director. The independent directors will cease to be independent after 10 years of holding its position of directors, and will be restored with its status of independent three years after leaving office. “Material holdings” are shareholdings, either directly or indirectly, that represent at least 5% of the capital stock of the relevant entity, or a smaller percentage when the person has the right to elect one or more directors per class of shares or by having entered into agreements with other shareholders relating to the governance and the management of the relevant entity or of its controlling shareholders. |
Section | NYSE corporate governance rule for U.S. domestic issuers | Argentine corporate governance rules | |
| 303A.03 | The non-management directors of a listed company must meet at regularly scheduled executive sessions without management. | Neither Argentine law nor our bylaws require the holding of such meetings and we do not hold non-management directors meetings. The Argentine Corporate Law provides, however, that the board shall meet at least once every three months, and according to our bylaws, whenever the chairman considers necessary to convene for a meeting. | |
| 303A.04 | A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. | Neither Argentine law nor our bylaws require the establishment of a nominating/corporate governance committee. We do not have a nominating/corporate governance committee. Directors are nominated and appointed by the shareholders. | |
| 303A.05 | A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. | Neither Argentine law nor our bylaws require the establishment of a compensation committee. We do not have a compensation committee. The compensation of our directors is determined at the annual ordinary |
| 303A.06* | A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, with a written charter that covers certain minimum specified duties. | Argentine law requires the audit committee be composed of three or more members from the board of directors (with a majority of independent directors), all of whom must be well-versed in business, financial or accounting matters. In addition, we are required to satisfy the audit committee requirements of Rule 10A-3. The responsibilities of an audit committee, as provided in Law No. 26,831 and the CNV standards, are essentially the same as those provided for under Rule 10A-3, including, but not limited to, the following: (a)  advise on the board of (b)  oversee our internal control mechanisms and administrative and accounting procedures and assess the reliability of all financial and other relevant information filed with the CNV and other entities to which we report; (c)  oversee our information policies concerning risk management; (d)  provide the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders; (e)  advise on the reasonableness of fees or stock option plans for our directors and managers proposed by the board of directors; (f) advise on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited; (g)  verify the fulfillment of any applicable rules of conduct; and (h)  issue grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest. |
Not applicable. The Company has responded to Item 18 in lieu of responding to this Item 17. Our EXHIBIT INDEX
SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Date:April 26, 2021. INDEX TO THE FINANCIAL STATEMENTS
234 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Central Puerto S.A. Opinion on Internal Control Over Financial Reporting We have audited Central Puerto S.A. internal control over financial reporting as of December 31,2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Central Puerto S.A. (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) (PCAOB), the consolidated statements of financial position of Central Puerto S.A. as of December 31, 2020 and 2019, the related consolidated statements of income, 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 April26, 2021expressed an unqualified opinion thereon. Basis for Opinion The Company’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 accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L. Member of Ernst & Young Global Buenos Aires, Argentina April 26, 2021 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Central Puerto S.A.: Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Central Puerto S.A. (the “Company”) as of December 31, We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 26, 2021 expressed anunqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the We conducted our audits 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter 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 relates to accounts or disclosures that are material to the financial statements, and involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the 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 property, plant and equipment and intangible assets Description of the Matter As reflected in the Company´s consolidated financial statements, at December 31, 2020, the Company´s property, plant and equipment (“PP&E”) and intangible assets were Argentine pesos (“Ps.”) 79,187 million and Ps. 6,744 million, respectively. As further described in Note 2.2.8 to the consolidated financial statements, PP&E and intangible assets are tested for impairment when an existing event or one that took place after year end, and provides additional evidence of conditions that existed at the end of the reporting period, indicates than the recoverable value of the PP&E and/or intangible assets amounts may be affected. For each individual asset or cash generating unit (“CGU”) for which impairment indicators are identified, management estimates the recoverable amount for the asset or CGU, which is the higher of the fair value less costs to sell and its value in use, and compares it to the respective carrying amount. The Company estimated the fair value less cost to sell of Turbines based on third party evidence and external specialists’ valuation. The value in use for the Company´s CGUs related to the Electric Power Generation from conventional sources operating segment, was estimated based on discounted future cash flows, which considered probability weighted scenarios. During 2020, the Company recorded a Ps. 3,417 million impairment loss on PP&E related to the Brigadier López Thermal Generation Station, the Luján de Cuyo Combined Cycle Power Plant and certain Turbines and a Ps. 599 million impairment loss on its intangible assets related to the Brigadier López Thermal Generation Station. Auditing this area is especially challenging because it involves a high degree of auditor judgment in performing procedures to evaluate management assumptions to determine the fair value less cost to sell and value in use, such as prospective financial information (including market inputs used in the determination of certain assets’ fair value , expected inflation and exchange rates, the estimated growth in energy market, future electricity prices and developments in the regulatory framework), the use of different scenarios and the discount rate, which are forward- looking and based upon expectations about future economic and market conditions. How We Addressed the Matter in our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Group’s impairment assessment process, including controls over management’s review of the significant assumptions described above, the completeness and accuracy of the underlying data and over the consistency of the discounted cash flow model used by the Group. To test management´s impairment evaluation, our audit procedures included, among others, assessing the methodologies used by management, testing the underlying data and involving our internal valuation specialists to assist in testing the significant assumptions discussed above and the valuations in which the Company based its determination of fair value less cost to sell. For example, we compared the significant assumptions used by management, such as expected inflation, exchange rates and future energy prices and costs, to current available economic trends data and known regulatory framework, and evaluated whether changes to the Group’s estimation model or other factors affected the significant assumptions. We also assessed historical accuracy of management’s estimates and performed sensitivity analysis to evaluate the changes in the value in use that would result from changes in the underlying assumptions and tested the arithmetical accuracy and internal logic of the discounted cash flows model. We also assessed related disclosuresin the consolidated financial statements. /s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L. Member of Ernst & Young Global We have served as the Company’s auditor since 2002. Buenos Aires, Argentina April CENTRAL PUERTO S.A. CONSOLIDATED STATEMENT OF INCOME
CENTRAL PUERTO S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CENTRAL PUERTO S.A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CENTRAL PUERTO S.A. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(1) (2) Distribution of dividends in cash approved by the Shareholders’ Meeting of the subsidiary Central Vuelta de Obligado S.A. held on April 28, 2020. (3) Distribution of dividends in cash approved by the Shareholders’ Meeting of the subsidiary Central Vuelta de Obligado S.A. held on April 23, 2019. CENTRAL PUERTO S.A. CONSOLIDATED STATEMENT OF CASH FLOWS
CENTRAL PUERTO S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate information and main business Central Puerto S.A. (hereinafter the “Company”, ”we”, “us” or “CEPU”) and the companies that make up the business group (hereinafter the “Group”) form an integrated group of companies pertaining to the energy sector. The Group is mainly engaged in electric power CEPU was incorporated pursuant to Executive Order No. 122/92. We were formed in connection with privatization process involving Servicios Eléctricos del Gran Buenos Aires S.A. (“SEGBA”) in which SEGBA’s electricity generation, transportation, distribution and sales activities were privatized. On April 1, 1992, Central Puerto S.A., the consortium-awardee, took possession over SEGBA’s Nuevo Puerto and Puerto Nuevo plants, and we began operations. Our shares are listed on the BCBA (“Buenos Aires Stock Exchange”), and, since February 2, 2018, they are listed on the NYSE (“New York Stock Exchange”), both under the symbol “CEPU”. - Our Puerto complex is composed of two facilities, Central Nuevo Puerto (“Nuevo Puerto”) and Central Puerto Nuevo (“Puerto Nuevo”), located in the port of the City of Buenos - Our Luján de Cuyo - The Group also owns the concession right of the Piedra del Águila hydroelectric power plant located at the edge of Limay river - The Group is engaged in the management and operations of the thermal plants José de San Martín and Manuel Belgrano through its equity investees Termoeléctrica José de San Martín S.A. (“TJSM”) and Termoeléctrica General Belgrano S.A. (“TMB”). Those entities operate the two thermal generation plants with an installed capacity of 865 MW and 873 MW, respectively. Additionally, through its subsidiary Central Vuelta de Obligado S.A. (“CVO”) the Group is engaged in the - The thermal station Brigadier López located in Sauce Viejo, Province of Santa Fe, with an installed power of 280.5 MW (open-cycle operation). - The thermal cogeneration plant Terminal 6 - San Lorenzo (currently under construction), located in Puerto General San Martín, Santa Fe Province, was commercially authorized on November 21, 2020, with only its The Group On July 19, 2018, the National Gas Regulation Entity (Enargas) filed the Company with the Registry of Traders and Trade Agreements of Enargas. Moreover, CENTRAL PUERTO S.A. the Group has a total installed capacity of 373.8 MW of commercially-authorized power from sources of renewable energy, which is distributed as follows: (i) wind farm La Castellana 100.8 MW; (ii) wind farm La Castellana II 15.2 MW; (iii) wind farm La Genoveva 88.2 MW; (iv) wind farm La Genoveva II 41.8 MW; (v) wind farm Achiras 48 MW; (iv) wind farm Los Olivos 22.8 MW and (vii) wind farm Manque 57 MW. 1.1. Overview of Argentine Electricity Market Transactions among different participants in the electricity industry take place through the wholesale electricity market (“WEM”) which is a market in which generators, distributors and certain large users of electricity buy and sell electricity at prices determined by supply and demand (“Term market”) and also, where prices are established on an hourly basis based on the economic production cost, represented by the short term marginal cost measured at the system’s load center (“Spot market”). CAMMESA (Compañía Administradora del Mercado Mayorista Eléctrico Sociedad Anónima) is a quasi-government organization that was established to administer the WEM and functions as a clearing house for the different market participants operating in the WEM. Its main functions include the operation of the WEM and dispatch of generation and price calculation in the Spot market, the real-time operation of the electricity system and the administration of the commercial transactions in the electricity market. Following Argentina’s economic crisis in 2001 and 2002 the costs of generators were increasing as a result of the devaluation of the Argentine peso and increasing fuel prices. As a result of the freeze in end user tariffs combined with the higher generation costs, CAMMESA began experiencing deficits as it was not able to collect from the end users (via distributors) the full price of electricity it owed to the generators. Given this structural deficit, CAMMESA passed a series of regulations to keep the electrical system operating despite the structural deficit. 1.2. Amendments to WEM regulations a) Resolution SE No. 406/03 and other regulations related to WEM generators’ receivables Resolution 406/03 issued in September 2003 enforced priority payments of generator’s balances. Under the priority payment plan, generators only collected the variable generation costs declared and the payments for power capacity and the remaining payments on these plants were delayed as there were not sufficient funds as a result of the structural deficit. Resolution 406/03 established that the resulting monthly obligations to generators for the unpaid balance were to be considered payments without a fixed due date, or “LVFVD receivables” using the Spanish acronym. Although these obligations did not have a specified due date, the Resolution provided that they would earn interest at an equivalent rate to the one received by CAMMESA on its own cash investments, hereafter “the CAMMESA rate”. As a result of this regulation, a portion of the invoices issued by Company’s plants were not paid in full beginning in 2004. Between 2004 and 2007, the Argentine government issued a series of resolutions aimed at increasing thermal generation capacity while at the same time providing a mechanism for generators to collect their LVFVD receivables. These resolutions created funds called the “FONINVEMEM” which were administered by trusts (“the FONINVEMEM trust”) and made investments in two thermal generation plants within Argentina. All WEM creditor agents with LVFVD (including the Company) were invited to state formally their decision to participate in forming the FONINVEMEM. The Company, as most LVFVD generators, stated its decision to participate in the creation of the FONINVEMEM with the abovementioned receivables. Within this framework, generators created the companies Termoeléctrica José de San Martín S.A. (“TSM”) and Termoeléctrica Manuel Belgrano S.A. (“TMB”), which are engaged in managing the purchase of equipment, and building, operating and maintaining each new power plant. Under these Resolutions, the FONINVEMEM trusts are the owner of the Central Termoeléctrica San Martin and Central Termoeléctrica Belgrano plants during the first ten years of operations. Trusts are aimed at administrating, each of them, 50% of the resources accrued under FONINVEMEM and other funds for the purpose of financing the power stations. Under these agreements, CAMMESA acts as a Trustor, Banco de Inversión y Comercio Exterior (“BICE”) as Trustee, the Secretariat of Energy as regulatory authority and TSM and TMB as Trust Beneficiaries and the Company, with the remaining shareholders of TSM and TMB, as guarantors of the obligations of the latter. CENTRAL PUERTO S.A. The trust agreements had to remain in force until the termination date of the supply agreement that the Trustee - in representation of the Trust - entered into with CAMMESA - as the purchasing party - that had to remain valid for 10 years as from the date of the commercial authorization of the power stations. Upon the termination of that term, the trust assets must be transferred to TSM and TMB provided that, prior to such transference, TSM and TMB and their shareholders perform all the corporate acts necessary to allow private contributors and/or the Argentine Government to receive their correspondent shares in the capital of the power stations pursuant to the terms of the agreement. Failure to comply with this condition, holders of interest certificates (Argentine Government) and the generators who are the current shareholders of TSM and TMB shall be deemed as trust beneficiaries. The FONINVEMEM agreements established that the receivables mentioned above will be paid by CAMMESA in 120 equal, consecutive monthly installments commencing on the commercial operation date of the plants. On January 7, 2020, the supply agreement with TMB was terminated and on February 2, 2020, the supply agreement with TSM was terminated, therefore payments of the final installment of the 120 established in the agreement for each power stations ceased. As a result, the reimbursement for the LVFVD receivables is deemed completed. In Note 3.1, the events that occurred after the termination of the supply agreements with TMB and TSM are included. Additionally, in 2010 the Company approved a new agreement with the former Secretariat of Energy (Central Vuelta Obligado, the “CVO agreement”). This agreement established, among other agreements, a framework to determine a mechanism to settle unpaid trade receivables as per Resolution 406/03 accrued over the As from March 20, 2018, CAMMESA granted the commercial operations as a combined cycle of Under the F-12 CENTRAL PUERTO S.A. b) Resolution No. 95/2013, Resolution No. 529/2014, Resolution No. 482/2015 and Resolution No. 22/2016 On March 26, 2013, the former Secretariat of Energy released Resolution No. 95/2013 (“Resolution 95”), which affects the remuneration of generators whose sales prices had been frozen since 2003. This new regulation, which modified the current regulatory framework for the electricity industry, is applicable to generators with certain exceptions. It defined a new compensation system based on compensating for fixed costs, non-fuel variable costs and an additional remuneration. Resolution 95 converted the Argentine electric market towards an “average cost” compensation scheme. Resolution 95 applied to all Company’s plants, excluding La Plata plant, which also sells energy in excess of YPF’s demand on the Spot market pursuant to the framework in place prior to Resolution 95. In addition, Resolution 95 addressed LVFVD receivables not already included in any one of the FONINVEMEM trusts. Thermal units must achieve an availability target which varies by technology in order to receive full fixed cost revenues. The availability of all Company’s plants exceeds this market average. As a result of Resolution 95, revenues to Company’s thermal units increased, but the impact on hydroelectric plant Piedra del Águila is dependent on hydrology. The new Resolution also established that all fuels, except coal, are to be provided by CAMMESA. The resolution also established that part of the additional remuneration shall be not collected in cash rather it is implemented through LVFDV and will be directed to a “New Infrastructure Projects in the Energy Sector” which need to be approved by the former Secretariat of the Energy. Finally, Resolution 95 suspended the inclusion of new contracts in the Term market as well as their extension or renewal. Notwithstanding the foregoing, contracts in force as at the effective date of Resolution 95 will continue being managed by CAMMESA upon their termination. As from such termination, large users should acquire their supplies directly from CAMMESA. Also, Resolution 95 temporarily suspended the acquisition of fuel by the generation agents. All fuel purchases for the generation of electric power are centralized through CAMMESA. On May 23, 2014, the Official Gazzette published Resolution No. 529/2014 issued by the former Secretariat of Energy (“Resolution 529”) which retroactively updated the prices of Resolution 95 to February 1, 2014, changed target availability and added a remuneration for non-recurrence maintenance. This remuneration is implemented through LVFDV and is aimed to cover the expenses that the generator incurs when performing major maintenances in its units. On July 17, 2015, the Secretariat of Electric Energy set forth Resolution No. 482/2015 (“Resolution 482”) which retroactively updated the prices of Resolution 529 to February 1, 2015, and created a new trust called “Recursos para las inversiones del FONINVEMEM 2015-2018” in order to invest in new generation plants. Company’s plants would receive compensation under this program. Finally, on March 30, 2016, through Resolution No. 22/2016 (“Resolution 22”), the values set by Resolution 482 were updated to become effective as from the transactions of February 2016. c) Resolution No. 19/2017 On January 27, 2017, the Secretariat of Electric Energy (“SEE”) issued Resolution SEE No. 19/17 (published in the Official Gazette on February 2, 2017) (Resolution 19), which replaced Resolution 95, as amended. This resolution changes electric energy generators remuneration methodology for transactions operated since February 1, 2017. Resolution 19 substantially amended the tariff scheme applicable, which was previously governed by Resolution 22. Among its most significant provisions, such resolution established: (a) that generation companies would receive a remuneration of electric power generated and available capacity, (b) gradual increases in tariffs effective as of February, May and November 2017, (c) that the new tariffs would be F-13 CENTRAL PUERTO S.A. denominated in U.S. dollars, instead of Argentine pesos, thus protecting generation companies from potential fluctuations in the value of the Argentine peso and (d) 100% of the energy sales are collected in cash by generators, eliminating the creation of additional LVFVD receivables. Pursuant to this resolution, the Secretariat of Electric Energy established that electricity generators, co-generators and self-generators acting as agents in the WEM and which operate conventional thermal power plants, may make guaranteed availability offers (ofertas de disponibilidad garantizada) in the WEM. Pursuant to these offers, these generation companies may commit specific capacity and power output of the generation, provided that such capacity and energy had not been committed under other power purchase agreements. The offers must be accepted by CAMMESA (acting on behalf of the electricity demanding agents of the WEM), who will be the purchaser of the power under the guaranteed availability agreements (compromisos de disponibilidad garantizada). The term of the guaranteed availability agreements is 3 years, and their general terms and conditions are established in Resolution 19. Resolution 19 also establishes that WEM agents that operate hydroelectric power plants shall be remunerated for the energy and capacity of their generation units in accordance with the values set forth in such resolution. d) SGE (Secretaría de Gobierno de Energía) Resolution No. 70/2018 and Ministry of Productive Development Resolution No. 12/2019 On November 6, 2018, Resolution No. 70/2018 of the SGE was published, which resolution replaces Article 8 of Resolution issued by former SE no. 95/2013. The new article allows MEM Generators, Autogenerators and Cogenerators to obtain their own fuel. This does not alter the commitments assumed by Generation Agents within the context of MEM supply agreements with CAMMESA. It is established that generation costs with their own fuel will be valued according to the recognition mechanism of Average Variable Costs (“CVP”) recognized by CAMMESA. The Resolution also establishes that regarding those Generators not purchasing their own fuel, CAMMESA will continue the commercial management and the fuel supply. Finally, under Resolution No. 12/2019 by the Ministry of Productive Development (published in the Official Gazette on December 30, 2019) fuel purchase for the generation of electric power is once again centralized through CAMMESA, therefore repealing the effect of Resolution No. 70/2018 of the former Secretariat of Energy, and Section 8 of Resolution No. 95/2013 of the former Secretariat of Energy and Section 4 of Resolution No. 529/2014 of the former Secretariat of Energy are back in force. e) Resolution of the Secretariat of Renewable Resources and Electricity Market no. 1/2019 On March 1, 2019 Resolution No. 1/2019 (“Resolution 1”) of the Secretariat of Renewable Resources and Electricity Market was published in the Official Gazette by virtue of which Resolution 19 was abolished. It establishes the new remuneration values of energy, power and associated services for the affected generators, as well as their application methodology. Its validity commences on the date of its publication in the Official Gazette. According to Resolution 1, the approved remuneration system will be of transitional application and until the following are defined and gradually implemented: regulatory mechanisms aimed at reaching an autonomous, competitive and sustainable operation that allows for freedom of contract between supply and demand; and a technical, economical and operative functioning for the integration of different generation technologies so as to guarantee a reliable and cost effective system. The following are the main changes introduced by Resolution 1 in connection with Resolution 19: Energy Sale: - The price of energy generated by thermal power stations is reduced. Therefore, the price for energy generated with natural gas is of 4 USD/MWh and 7 USD/MWh for energy generated with liquid fuel. - The price of energy operated by thermal power stations is reduced. Therefore, the price for energy operated with any fuel is of 1.4 USD/MW. F-14 CENTRAL PUERTO S.A. - The price for energy generated from non-conventional energy sources (renewable energies) is fixed at 28 USD/MWh. Power Sale: - DIGO price (established by Resolution 19) goes from 7,000 USD/MW-month during the twelve months of the year to 7,000 USD/MW-month the six months of higher seasonal demand for electrical energy (December, January, February, June, July and August) and to 5,500 USD/MW-month the remaining months of the year (March, April, May, September, October and November). - Some minimum values of offered availability are reduced. Its compliance is subject to the foregoing prices. - A weighting factor is fixed for the foregoing prices, between 1 and 0.7, depending on the use factor of the twelve months previous to each month of the transaction. The energy purchase agreements entered into by the Group with CAMMESA are not affected by the provisions of Resolution 1. f) Resolution No. 31/2020 of the Secretariat of Energy On February 27, 2020, the Secretariat of Energy published in the Official Gazette Resolution No. 31 (“Resolution 31”) which sets forth the criteria to calculate the economic transactions of energy and power that the generating parties commercialize in the spot market, which is in force as from February 1, 2020. This new regulation, contrary to Resolution 1, establishes all prices for the remuneration of energy and power in Argentine pesos, and it sets forth that the prices shall be adjusted on a monthly basis with a formula based on the evolution of Consumer Price Index (IPC) and the Domestic Wholesale Price Index (IPIM). New power prices are generally reduced in relation to the current prices as at January 2020, and the energy prices remain equivalent, expressed in Argentine pesos instead of US dollars. Finally, this regulation introduces a new remuneration component which applies to the energy generated during the first 50 hours of maximum thermal requirement of the month (MTR, which is determined by the sum of the hours of all the thermal generation of the system), it determines different remuneration prices based on the season of the year and the energy delivered during the first and second 25 hours of MTR. Prices established by Resolution 31 are listed below: Energy sale: - The price of the energy generated by thermal power stations with natural gas is 240 $/MWh and with liquid fuel is 420 $/MWh. For hydraulic plants, the price is 210 $/MWh. - The price of energy operated by thermal power stations is 84 $/MWh for the energy generate from any type of fuel, and the same applies for hydraulic plants. - The price of energy generated from non-conventional energy sources (renewable energies) is 1,680 $/MWh. - The remuneration price in MTR hours for thermal power stations is 37,500 $/MWh - month, and in hydraulic power stations with power lower than 300 MW is 32,500 $/MWh - month and in hydraulic power stations with power higher than 300 MW, it is 27,500 $/MWh - month. The prices aforementioned shall apply to the energy generated during the first 25 hours of MTR (HMRT-1) and to the next 25 hours of MTR (HMRT-2) multiplied by the FRPHMRT factor, as indicated in the following table:
F-15 CENTRAL PUERTO S.A. Power sale: - DIGO prices for thermal generators will be 360,000 $/MW - month for the six months of highest seasonal demand of electric energy (December, January, February, June, July and August) and 270,000 $/MWh - month for the remaining six months of the year (March, April, May, September, October and November). - The Power Base Price for hydraulic generators is:
Even though Resolution 31 implies a reduction in the energy sale income in the spot market, there are no doubts regarding the ability of the Company to continue as a going concern. Supply agreements entered into by the Group with CAMMESA up to date and the collection of CVO credits in US dollars shall remain unaffected by the dispositions of Resolution 31. On April 8, 2020, the Company learned that the Secretariat of Energy instructed CAMMESA to postpone until further notice the application of the price update mechanism described in the second paragraph of this note. Accordingly, CAMMESA did not apply the price update mechanism to the energy and power sold since March 2020. The Company is evaluating the effects that the non-application of such mechanism would have, as well as the steps to be followed in this regard. g) Secretariat of Energy Resolution No. 354/2020 This resolution established, among other things, that as from the effectiveness of Plan “GasAr” (Plan Gas 4), Generators of WEM may adhere to centralized dispatch, assigning CAMMESA such contracts entered into with producers or transporters of natural gas, so that such contracts are used by the Dispatch Entity (OED for its acronym in Spanish), based on dispatch criteria. In addition, this resolution established that generation agents who, pursuant to Resolution No. 287/2017, have the obligation of self-procuring fuel are able to deem such obligations null and therefore, have their associated costs recognized, and they must keep maintenance of the transport capacity for its management in centralized dispatch, as long as CAMMESA determines the convenience of having such. 2. Basis of preparation of the consolidated financial statements 2.1. Basis of preparation The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The attached financial statements have been prepared in order to be included in a Securities and Exchange Commission (“SEC”) filing and have been approved by the Company’s Board of Directors on April These consolidated financial statements provide comparative information in respect of the previous years. In preparing these consolidated financial statements, the Group applied the significant accounting policies, estimates and assumptions described in F-16 CENTRAL PUERTO S.A. The Group’s consolidated financial statements are presented in Argentine pesos, which is the Group’s functional currency, and all values have been rounded to the nearest thousand (ARS 000), except when otherwise indicated. 2.1.1. Basis of consolidation The consolidated financial statements as of December 31, Control is achieved when the investor is exposed or entitled to variable returns arising from its ownership interest in the investee, and has the ability to affect such returns through its power over the investee. Specifically, the investor controls an investee, if and only if it has: - Power over the investee (i.e. the investor has rights that entitle it to direct the relevant activities of the investee). - Exposure or right to variable returns arising from its ownership interest in the investee. - Ability to exercise its power over the investee to significantly affect its returns. Consolidation of a subsidiary begins when the parent company obtains control over the subsidiary and ends when the parent company loses control over the subsidiary. The assets, liabilities, income and expenses of a subsidiary acquired or sold during the fiscal year are included in the consolidated financial statements from the date on which the parent company acquired control of the subsidiary to the date on which the parent company ceased to control the subsidiary. The result for the fiscal year and each component of the other comprehensive income (loss) are assigned to the owners of the parent company and non-controlling interests, even if the results of the non-controlling interests give rise to a debit balance. If necessary, appropriate adjustments are made to the subsidiaries’ financial statements so that their accounting policies are in accordance with the Group’s accounting policies. All assets and liabilities, equity, income, expenses and cash flows within the Group that relate to transactions among the members of the Group are completely eliminated in the consolidation process. A change in ownership interest in a subsidiary, without loss of control, is accounted for as an equity transaction. If the Group loses control of a subsidiary, it cancels the carrying amount of the assets (including goodwill) and related liabilities, non-controlling interests and other equity components, while recognizing the profit or loss resulting from the transaction in the relevant income statement. Any retained residual interest is recognized at its fair value. 2.1.2. Measuring unit In accordance with IAS 29, the restatement of the financial statements is necessary when the functional currency of an entity F-17 CENTRAL PUERTO S.A. Due to different macroeconomic factors, the triennial inflation in 2020 was higher than such figure, as the goals of the Argentine government, and other available projections, indicate that this trend will not revert in the short term. So as to evaluate the mentioned quantitative condition and to restate the financial statements, the Argentine Securities Commission established that the series of indexes to be used in the IAS 29 application is the one established by the Argentine Federation of Professional Councils in Economic Sciences. Considering the before mentioned index, the inflation was of 36.13%, 53.83% and 47.64% in the years ended December 31, 2020, 2019 and 2018, respectively. The following is a summary of the effects of the IAS 29 application: Restatement of the Balance Sheet (i) The monetary items (those with a fixed face value in local currency) are not restated since they are (ii) The assets and liabilities subject to changes established in specific agreements are adjusted in accordance with those agreements. (iii) Non-monetary items measured at their fair values at the end of the reported period are not restated to be included in the balance sheet; however, the adjustment process must be completed to determine the income (loss) produced for having those non-monetary items in the terms of a uniform measurement unit. As at December 31, 2020, 2019 and 2018, the Company counted with the following items measured with the current value method: the share kept in foreign currency of the items Trade and other receivables, Cash and cash equivalents, Loans and borrowings that accrue interest, and Trade and other payables. (iv) Non-monetary items at historical cost or at fair value of a date previous to the end of the reported period are restated at rates reflecting the variation occurred at the general level of prices from the acquisition or revaluation date until the end of the reported period; then the amounts restated for those assets are compared with the corresponding recoverable values. Charges to the income (loss) for the period due to property, plant and equipment depreciation and intangible assets amortization, as well as other non-monetary assets consumption are determined in accordance with the new restated amounts. As at December 31, 2020, 2019 and 2018, the items subject to this restatement process were the following: - Non-monetary items measured at fair value of a date previous to the end of the reported period: certain machines, equipment, turbogroups and auxiliary equipment of the Property, Plant and Equipment item, which were measured at their fair value as at January 1, 2011. - Non-monetary items at historical cost: the remaining items of Property, Plant and Equipment, Intangible assets, Investment in associates, Inventories and Deferred income tax liabilities. (v) When borrowing costs in non-monetary assets are capitalized in accordance with IAS 23, the share of those cost compensating the creditor for the effects of inflation is not capitalized. The Company proceeded to the capitalization of borrowing costs as stated in Note 2.2.6. (vi) The restatement of the non-monetary assets in the terms of a current measurement unit at the end of the reported period without an equivalent adjustment for tax purposes leads to a temporary taxable difference and to the recognition of a deferred-tax liability whose balancing entry is recognized in the income (loss) for the period. For the next reporting F-18 CENTRAL PUERTO S.A. Restatement of the statement of income (loss) and other comprehensive income (i) The expenses and income are restated as from the date of accountable entry, including interest and currency exchange differences, except for those items not (ii) The income (loss) for exposure to change in purchasing power of currency (income (loss) on net monetary position), originated by the keeping of monetary assets and liabilities, is shown in a separate item of the income (loss) for the period. Restatement of the Statement of Changes in Equity All the components of equity are restated by applying the general prices index as from the beginning of the period, and each variation of such components is re-expressed as from the contribution date or as from the moment in which such contribution was made through any other form, with the exception of the account “Capital stock -face value” which has been maintained for its nominal value and the effects of their restatement can be found in the account “Adjustment to capital stock”. Restatement of the Statement of Cash Flows IAS 29 sets forth that all the items of this section shall be restated in terms of the current measurement unit at the closing date of the reported period. The monetary result generated by cash and equivalents to cash are stated in the Statement of Cash Flows separately from the cash flows resulting from operation, investment and financing activities as a 2.2. Summary of significant accounting policies The following are the significant accounting policies applied by the Group in preparing its consolidated financial statements. 2.2.1. Classification of items as current and non-current The Group classifies assets and liabilities in the consolidated statement of financial position as current and non-current. An entity shall classify an asset as current when: - it expects to realize the asset, or intends to sell or consume it, in its normal operating cycle; - it holds the asset primarily for the purpose of trading; - it expects to realize the asset within twelve months after the reporting period; or - the asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current. An entity shall classify a liability as current when: - it is expected to be settled in normal operating cycle; - It is held primarily for the purpose of trading; F-19 CENTRAL PUERTO S.A. - it is due to be settled within twelve months after the reporting period; or - there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities, in all cases. 2.2.2. Fair value measurement The Group measures certain financial instruments at their fair value at each reporting date. In addition, the fair value of financial instruments measured at amortized cost is disclosed in Fair value 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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: - in the principal market for the asset or liability, or - in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: - Level 1 input data: quoted (unadjusted) prices in active markets for identical assets or liabilities. - Level 2 input data: valuation techniques with input data other than the quoted prices included in Level 1, but which are observable for assets or liabilities, either directly or indirectly. - Level 3 input data: valuation techniques for which input data are not observable for assets or liabilities. 2.2.3. Transactions and balances in foreign currency Transactions in foreign currencies are recorded by the Group at the related functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange ruling at the reporting period-end. All differences are taken to consolidated statement of income under other operating income or expenses, or under finance income or expenses, depending on the nature of assets or liabilities generating those differences. F-20 CENTRAL PUERTO S.A. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. 2.2.4. Revenue recognition 2.2.4.1. Revenue from ordinary activities - If the contract (or the combination of contracts) contains more than one promised good or service, when and how such goods or services should be granted. - If the price of the transaction distributed to each performance obligation should be recognized as revenue throughout time or at a specific moment. According to IFRS 15, an entity recognizes revenue when the performance obligation is satisfied, i.e. every time control over those goods and services is transferred to the customer. The new model does not include separate guidelines for the “sale of goods” and the “rendering of services”; instead, it requires that entities should evaluate whether revenue should be recognized throughout time or at a specific moment, regardless of the fact that it includes “the sale of goods” or “the rendering of services”. - When the price includes an estimation element of variable payments, how that will affect the amount and the time to recognize such revenue. The concept of variable payment estimation is broad. A transaction price is considered as variable due to discounts, reimbursement, credits, price concessions, incentives, performance bonus, penalties and contingency agreements. The new model introduces a big condition for a variable consideration to be considered as revenue: only as long as it is very unlikely for a significant change to occur in the cumulative revenue amount, when the uncertainties inherent to the variable payment estimation are solved. - When the incurred cost to close an agreement and the costs to comply with it can be recognized as an asset. The Company has a sole relevant revenue source, which consists on the commercialization of energy produced in the spot market and under the energy supply agreements, CAMMESA being its main customer. The Company recognizes its sales revenue in accordance with the availability of its machines’ effective power, the energy and steam supplied; and as balancing entry, a sales receivable is recognized, which represents the Company’s unconditional right to consideration owed by the customer. Additionally, the Group recognizes the sales from contracts regarding the supplied energy and the prices established in such contracts, and as balancing entry it recognizes an account receivable. Such credit represents the unconditional right the Company has to receive the consideration owed by the customer. Billing F-21 CENTRAL PUERTO S.A. for The Group recognizes revenues from resale and distribution of gas and revenues for the monthly management of the thermal power plant CVO in accordance with the monthly fees established in the respective contracts and as balancing entry, it recognizes a sale credit. Such credit represents the unconditional right the Company has to receive the consideration owed by the customer. Billing for the service is also monthly made by the Company and compensation is generally received in a maximum term of 90 days. Therefore, no implicit financing components are recognized. The detail of revenues from ordinary activities of the Group is included in Note 5 to these consolidated financial statements. 2.2.4.2. Other income and expenses - Interest For all financial assets and liabilities measured at amortized cost and interest bearing financial assets classified as available for sale, interest income or expense is recorded using the effective interest rate method, which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. In general, interest income and expense 2.2.5. Taxes Current Current income tax assets and liabilities for the year are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute those amounts are those that are enacted or substantively enacted, at the end of the reporting period. The statutory tax rate for the Group for the fiscal year Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of income. Management periodically Deferred income tax Deferred income tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their related carrying amounts. Deferred income tax liabilities are recognized for all taxable temporary differences, except: - where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; F-22 CENTRAL PUERTO S.A. - in respect of taxable temporary differences associated with investments in subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognized for all deductible temporary differences and tax carry forwards losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and/or the tax losses carry forward can be utilized, except: - where the deferred income tax asset arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; - in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future and taxable profit will be available against which those differences can be utilized. The carrying amount of deferred income tax assets is reviewed at each reporting period date and reduced against income or loss for the period or other comprehensive income, as the case may be, to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized (recovered). Unrecognized deferred income tax assets are reassessed at each reporting period date and are recognized with a charge to income or other comprehensive income for the period, as the case may be, to the extent that it has become probable that future taxable profits will allow the deferred income tax asset not previously recognized to be recovered. 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 date. Deferred income tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred income tax items are recognized in correlation to the underlying transactions either in other comprehensive income or directly in equity. Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current income tax assets and liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. Uncertaintites over income tax treatements The Group determines whether each tax treatment should be considered independently or whether some tax treatments should be considered together and uses an approach that provides better predictions of the resolution of the uncertainty. The Group applies significant judgment when identifying uncertainties on the income tax treatment. The Group evaluated whether the Interpretation had an impact on its consolidated financial statements, especially within the framework of tax inflation adjustment in determining the tax income of mentioned periods: a) Income tax return for fiscal year 2014 In February 2015 CPSA, for itself and as the successor company of Hidroeléctrica Piedra del Águila (HPDA) (the merged company) filed income tax returns for the nine-month period ended September 30, 2014, applying the adjustment for inflation mechanism established by the Argentine Income Tax Law. In addition, the Company filed its income tax return for the three-month period ended December 31, 2014, applying the same adjustment for inflation mechanism established by the Argentine Income Tax Law. CENTRAL PUERTO S.A. b) Action for recovery - Income tax refund for fiscal period 2010 In December 2014, the Company, as merging company and continuing company of HPDA, raised a recourse action before fiscal authorities regarding the income tax for the fiscal period 2010, which was incorrectly entered by HPDA. This recourse action seeks to recover the income tax entered by HPDA in accordance with the lack of application of the inflation- adjustment mechanism established by the Law on Income Tax. In December 2015, since the term stated by Law no. 11,683 elapsed, the Company brought a contentious-administrative claim before the National Court to ask for its right to obtain the income tax recovery. In October 2018, the Company was served notice of the judgment issued by the Federal Contentious- Administrative Court No. 5, which granted the right to recourse. The judgment ordered tax authorities to return the amount of 67,612 (at historical values) to the Company plus the interest stated in the BCRA Communication 14290 and ordered that legal cost must be borne by the defendant. Such judgment was appealed by the National Tax Administration, and on September 9, 2019, Division I of the National Court of Appeals of the Federal Contentious- Administrative Court (“CNACAF”) confirmed the appealed judgment. On September 24, 2019, the National Tax Administration raised Federal Extraordinary Appeal (“REF”) against CNACAF judgment, which was replied by the Company. On October 29, 2019, CNACAF granted the REF and sent the file to the Argentine Supreme Court. c) Action for recovery - income tax refund for fiscal years 2009, 2011 and 2012 In December 2015, the Company filed a petition with the Argentine Tax Authorities for the recovery of income tax for the fiscal year 2009, in the amount of 20,395 at historical values which had been incorrectly paid by the Company in excess of our income tax liability. By filling such action, the Company seeks to recover the excess income tax paid by CPSA due to the failure to apply the adjustment for inflation set forth in the Argentine Income Tax Law. On April 22, 2016, after the term required by Law No. 11,683 expired, the Company filed an action for recovery for the amount claimed with the Argentinean Tax Court. On September 27, 2019, the judge entered judgment rejecting the complaint filed by the Company. Such judgment was appealed by the Company last October 4, 2019. In December 2017, the Company, as merging company and continuing company of HPDA, filed a petition with the Argentine Tax Authorities for the recovery of 52,783 at historical values paid in excess by HPDA for payment of Income Tax for 2011 fiscal period. The purpose of such action is to recover the income tax paid by HPDA due to the failure to apply the adjustment for inflation mechanism aforementioned. On April 1, 2019 such claim was rejected by national fiscal authorities. Therefore, the Company filed an administrative and legal action on April 25, 2019. In December 2018, the Company brought two administrative complaints of recovery before AFIP: the first one was filed by the Company, as merging company and continuing company of HPDA, regarding the income tax for the fiscal period 2012 that amounted to 62,331 at historical values, which was entered in excess by HPDA. The second complaint was filed by the Company regarding the income tax for the same fiscal period that amounted to 33,265 at historical values, which was entered in excess by the Company. These recourse actions seek to recover the income tax entered by HPDA and the Company in accordance with the lack of application of the inflation-adjustment mechanism aforementioned. On September 12, 2019, the Company filed both recourse actions before the Federal Contentious- Administrative Court against AFIP-DGI in accordance with Section 82, paragraph “c” of Law no. 11,683 (restated text 1998 as amended), as the term established in the second paragraph of Section 81 of such law had elapsed. d) Action for recovery - Income tax for the fiscal year 2015 On December 23, 2020, the Company submitted before the fiscal authorities an action for recovery of the income tax for the fiscal year 2015 for the amount of 129,231 (at historical values) unduly paid by CPSA. The purpose of the action for recovery is to obtain reimbursement of the income tax paid by CPSA based on the lack of application of the inflation adjustment mechanism set forth in the Argentine Income Tax Act. F-24 CENTRAL PUERTO S.A. The Group considered, based on the opinion of its legal advisors and on the IFRIC 23 accounting guidelines: 1) regarding the income tax 2014 determination stated in a), that it is probable that tax authorities will accept the position and, therefore, it is not required to register a liability under such item, and 2) regarding recourse actions for income tax, except for the case of recourse action by HPDA for the fiscal period 2011, that it is also probable that tax authorities will accept the positions adopted by the Company; therefore, an asset has been recognized for such recourse actions. The corresponding asset is included in the item “Other non-financial assets” of Current Assets under “Income Tax Credits” and it amounts to 193,282 as of December 31, 2020. Other taxes related to sales and to bank account transactions Revenues from recurring activities, expenses incurred and assets are recognized excluding the amount of sales tax, as in the case of value-added tax or turnover tax, or the tax on bank account transactions, except: - where the tax incurred on a sale or on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as the case may be; - receivables and payables are stated including value-added tax. The charge for the tax on bank account transactions is presented in the administrative and selling expenses line within the consolidated statement of income. The net amount of the tax related to sales and to bank account transactions recoverable from, or payable to, the taxation authority is included as a non-financial asset or liability, as the case may be. 2.2.6. Property, plant and equipment Property, plant and equipment When significant parts of property, plant and equipment are required to be replaced at intervals, the Group derecognizes the replaced part and recognizes the new part with its own associated useful life and depreciation. Likewise, when a major maintenance is performed, its cost is recognized as a replacement if the conditions for the recognition thereof as an asset are met. All other regular repair and maintenance costs are recognized in the consolidated statement of income as incurred. Electric power facilities and materials and spare parts related to the Puerto Combined Cycle plant are depreciated on a unit-of-production basis. Electric power facilities related to the Luján de Cuyo combined cycle plant and cogeneration unit and the Brigadier Lopez thermal station are depreciated on a straight-line basis over the total useful lives estimated. Electric power facilities and auxiliary equipment of Piedra del Águila hydroelectric power plant are depreciated on a straight-line basis over the remaining life of the concession agreement of the mentioned power plant. The depreciation of the remaining property, plant and equipment is calculated on a straight-line basis over the total estimated useful lives of the assets as follows: - Buildings: 5 to 50 years. - Wind turbines: 20 years. F-25 CENTRAL PUERTO S.A. - Lands are not depreciated. - Material and spare parts: based on the useful life of related machinery and equipment to be replaced. - Furniture, fixtures and equipment: 5 to 10 years. - Others:3 to 5 years. - An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of income when the asset is derecognized. The residual values, useful lives and methods of depreciation are reviewed at each reporting period end and adjusted prospectively, if appropriate. 2.2.7. Intangible assets Intangible assets acquired separately are measured on initial recognition at acquisition The useful lives of intangible assets are assessed as either finite or indefinite. The useful lives of the intangible assets recognized by the Group are finite. Intangible assets with finite useful lives are amortized over their useful economic lives. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of the asset is accounted for by changing the amortization period or method, as appropriate, and are treated prospectively as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statement of income in the expense category consistent with the function of the intangible assets. The Group’s intangible assets are described in 2.2.8. Impairment of property, plant and equipment and intangible The Group assesses at each reporting period-end whether 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. F-26 CENTRAL PUERTO S.A. In assessing value in use of an individual asset or CGU, 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 individual asset or CGU, as the case may be. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is The Group bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the Group’s CGU to which the individual assets are allocated. These detailed budgets and forecast calculations generally cover a five-year period. For longer periods, if applicable, a long-term growth rate Impairment losses of continuing operations are recognized in a specific line of the consolidated statement of In addition, for the assets for which an impairment loss had been booked, as of each reporting period-end, an assessment is made whether there is any indication that previously recognized impairment losses may Should there be such triggering event, the Group makes an estimate of the recoverable amount of the individual asset or of the cash generating unit, as the case may be. �� A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the individual assets or CGU’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset or CGU does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of the related depreciation or amortization, had no impairment loss been recognized for the asset or CGU in prior periods. Such reversal is recognized in the statement of income in the same line in which the related impairment charge was previously recognized (generally under the cost of sales or other operating expenses), unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase. In order to measure the recoverability of its property, plant and equipment and its intangible assets with a limited useful life that present indicators of impairment, with the exception of the generating groups classified as “Turbines”, the Group estimated the value in use of such assets. As a result of the recoverability analysis, the Group determined that the net book value of the assets related to the segment of electric power generation from renewable sources and the assets related to the thermal power stations Puerto Nuevo and Nuevo Puerto, cogeneration unit Luján de Cuyo, cogeneration unit Terminal 6 San Lorenzo and hydroelectric power station Piedra del Águila, did not exceed their recoverable value as at December 31, 2020. CGUs Thermal Station Brigadier López and Luján de Cuyo Combined Cycle Power Plant The Group determined that the net book value of the assets related to Thermal Station Brigadier López exceeded its recoverable value by 2,183,301. Therefore, an impairment loss was recognized in the consolidated statement of income for the year ended December 31, F-27 CENTRAL PUERTO S.A. "Others" and to intangible assets by 599,204. After recognizing this impairment, the net book value of property, plant and equipment and intangible assets related to Thermal Station Brigadier López amounted to 9,244,582 and 3,496,869, respectively. In addition, the Group determined that the net book value of the assets related to the Luján de Cuyo Combined Cycle Power Plant exceeded its recoverable value by 332,818. Therefore, an impairment The Group estimated the recoverable value considering probability weighted scenarios in relation with the evolution of prices for energy and power, the completion date of the Thermal Station Brigadier López cycle closing and the macroeconomic variables regarding exchange rate and inflation. This approach required preparing scenarios with different estimations of the expected cash flows considering such variables and assigning occurrence probabilities, based on the experience and expectations of the Group about the outcome of the uncertainties involved. Key assumptions to estimate the value in use are the following: - Gross margin: the margin has been determined for the budgeted period (5 years) based on the energy prices included in Resolution 31 and applicable energy supply signed agreements, whereas the cost of sale was determined based on the costs incurred in the past. The most relevant cost was the plant maintenance, which was estimated with the provisions from the agreements in force with the supplier Siemens S.A. No growth rates were considered after the budgeted period, pursuant to IAS 36. - Discount rate: it represents the current market assessment of the specific risks of the Company, taking into consideration the time-value of money. Discount rate calculation is based on the circumstances of the market participants and it is derived from the weighted average cost of capital (WACC). The WACC rate takes into consideration both debt and equity. The cost of equity is derived from the expected return on investment by market participant investors, whereas the cost of debt is based on the conditions of the debt which market participants could access to. The specific risks of the operational segment are incorporated by applying individual beta factors, which are annually assessed from the available public information of the market. The post-tax discount rates used for determining the value in use as of December 31, 2020 and 2019 were 13.4% and 12.3%, respectively, for the year 2021 and 2020 cashflows, and 13.7% and 12.6%, respectively, for the following years cashflows. Any increase in the discount rate would result in an additional impairment loss. - Macroeconomic variables: estimated inflation and devaluation rates, as well as exchange rates, were obtained from external sources, which are well known consulting firms dedicated to the local and global economic analysis, widely experienced in the market. An increase in inflation rates over devaluation rates, regarding the variables considered for the determination of the value in use, would result in an additional impairment loss. Turbines The Group assessed the recoverability of its turbines as individual assets as at December 31, 2020, and determined that the net book value of the generating group General Electric, which is stored in the facilities of Nuevo Puerto power station, and the two generating groups Siemens, which are stored in the supplier’s facilities, exceeded their recoverable value by 1,500,186. In order to determine the recoverable value of such generating groups, the Group considered the fair value less costs of sale approach, basing the estimation on a purchase offer received under the framework of negotiations for the sale of the generation groups Siemens, considering that such offer represented the fair value of the turbines, while in the case of the generating group F-28 CENTRAL PUERTO S.A. General Electric the fair value less costs of sale estimation was based in the valuation performed by a hired independent specialist, adding an estimation of the necessary costs for the sale of the asset in the international market, pursuant to the customs and tax regulations in force and considering the history of operations of purchase and sale of similar assets. The value determined for the turbines is a fair value hierarchy Level 3, using the market approach technique. The fair value of the turbines is sensitive to the following key assumptions: the reference values of transactions which involve similar gas turbines, considering the value per kW of power at the date of the valuation, of comparable equipment, taking into account technical variables, brand and model, geographic location, preservation status, use, year of origin, among others. The impairment loss related to the above-mentioned turbines was recognized as “Impairment of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2020. After the impairment, the net book value of the General Electric and Siemens generation groups amounts to 1,038,135 and 2,359,451, respectively. As of December 31, 2020, the Siemens generation groups were classified as property, plant and equipment available for sale, as described in Note 22.5. Turbines, Thermal Station Brigadier López and Luján de Cuyo Combined Cycle Power Plant belong to the electric power generation from conventional sources operating segment. 2.2.9. Financial instruments. Presentation, recognition and measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. 2.2.9.1. Financial assets According to IFRS 9 “Financial instruments”, the Group classifies its financial assets in three categories: - Financial assets A financial asset is measured at amortized cost if both of the following conditions are met: (i) the asset is held within a business model whose objective is to Additionally, and for those assets complying with the above-mentioned conditions, IFRS 9 provides for the option of determining, at initial recognition, At the closing of these consolidated financial statements, the financial assets at - Financial assets at fair value through CENTRAL PUERTO S.A. - Financial assets at fair value through profit or loss At the closing of these consolidated financial statements, the financial assets of the Group at fair value through profit or loss include mutual funds, public debt securities, stocks and corporate bonds accounted under other financial assets. Recognition and measurement The purchase and sale of financial assets are Financial assets valued at amortized cost are initially recognized at their fair value plus cost of transaction. These assets accrue interest according to the effective interest rate method. Financial assets valued at fair value through profit or loss and other comprehensive income are initially recognized at fair value, and transaction costs are recognized as expenses in the comprehensive income statement. Subsequently, they are valued at fair value. Changes in fair value and income from the sale of financial assets at fair value through profit or loss and other comprehensive income are recorded in Finance Income or Finance Expenses and Other comprehensive income, respectively, in the consolidated statement of income and comprehensive income, respectively. In general, the Group uses the transaction price to determine the fair value of a financial instrument at the initial recognition. In the rest of the cases, the Group only records revenue or loss at initial recognition if the fair value of the instrument is evidenced with other comparable and visible transactions of the market for the same instrument or if it is based on a valuation technique that only includes visible market data. Revenue or loss not recognized at the initial recognition of a financial asset is later recognized as long as they derive from a change in factors (including time) in which the market participants consider establishing the price. The profit or loss of debt instruments are measured at amortized cost and are not determined in a hedge relationship. They are recognized in profit or loss when the financial assets are removed or when impairment is recognized; and during the amortization process using the effective interest rate debt instruments when it changes the Derecognition of financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized; that is to say, it is deleted from the statement of financial position, when: - the contractual rights to receive cash flows from the asset have expired; - the contractual rights to receive cash flows from the asset have been transferred or an obligation has been assumed to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) all the risks and rewards of the asset have been transferred substantially, or (b) all the risks and rewards of the asset have neither been transferred nor retained substantially, but control of the asset has been transferred. When the contractual rights to receive cash flows from an asset have been transferred or a pass-through arrangement has been entered into, but all of the risks and rewards of the asset have neither transferred nor retained substantially and no control of it has been transferred, such asset shall continue to be recognized to the extent of the Group’s continuing involvement in it. In this case, the Group shall also recognize the F-30 CENTRAL PUERTO S.A. associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Impairment of financial assets IFRS 9 establishes an “expected credit loss” model (“ECL”). This requires the application of considerable judgment with regard to how changes in economic factors affect ECL, which is determined over a weighted average base. ECL results from the difference between contractual cash flows and cash flows at current value that the Group expects to receive. The Pursuant to IFRS 9, loss allowances are measured using one of the following bases: - The 12-month ECL: these are expected credit losses that result from those default events on the financial - Full lifetime expected credit losses: these are expected credit losses that result from all possible default events over the 2.2.9.2. Financial liabilities Initial recognition and subsequent measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge ratio, as appropriate. At the closing of these consolidated financial statements, the financial liabilities Derecognition of financial liabilities A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized as finance income or costs in the statement of income, as the case may be. F-31 CENTRAL PUERTO S.A. 2.2.9.3. Offsetting financial assets and financial liabilities Financial assets and financial liabilities are offset, and the net amount presented in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. 2.2.9.4. Financial assets and liabilities with related parties Assets and liabilities with related parties are recognized initially at fair value plus directly attributable transaction costs. As long as credits and debts with related parties do not derive from arms-length transactions, any difference arising at the initial recognition between such fair value and the consideration given or received in return shall be considered as an equity transaction (capital contribution or payment of dividends, which will depend on whether it is positive or negative). Following initial recognition, these receivables and payables are measured at their amortized cost through the EIR method. The EIR amortization is included in finance income or costs or other operating income or expenses in the statement of income, depending on the nature of the liability giving rise to it. 2.2.9.5. Derivative financial instruments and hedge accounting Initial recognition and subsequent measurement The derivative financial instruments used by the Group are initially recognized - Fair value hedge; - Cash flow hedge; At the beginning of the transaction, the Group records the relationship between the hedge instruments and items covered, as well as its objectives for risk management and the strategy to make different hedge operations. It also records its assessment, both at the beginning and on a continuous base, on whether the derivatives used in the hedge transactions are highly effective to compensate changes in fair value or in the cash flows of the items covered. Fair value hedge Changes in fair value of derivatives determined and classified as fair value hedge are recorded in the statement of comprehensive income together with any change in the fair value of Cash flow hedge The F-32 CENTRAL PUERTO S.A. rates hedge, As Swap contracts of interest rate are measured at their current value at the closing of each period or fiscal year and are stated as assets or liabilities depending on the rights and obligations emerging from the respective contracts. Swap contracts were not designated as hedge instruments 2.2.10. Inventories Inventories are valued at the lower of restated acquisition cost and net realizable value. 2.2.11. Cash and cash equivalents Cash is deemed to include both cash fund and freely-available bank deposits on demand. Short-term deposits are deemed to include short-term investments with significant liquidity and free availability that, subject to no previous notice or material cost, may be easily converted into a specific cash amount that is known with a high degree of certainty upon the acquisition, are subject to an insignificant risk of changes in value, maturing up to three months after the date of the related acquisitions, and whose main purpose is not investment or any other similar purpose, but settling short-term commitments. For the purpose of the consolidated statement of financial position and the consolidated statement of cash flows, cash and cash equivalents comprise cash at banks and on hand and short-term investments meeting the abovementioned conditions. 2.2.12. Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of income under the item that better reflects the nature of the provision net of any reimbursement to the extent that the latter is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax market rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost in the statement of income. - Provision for lawsuits and claims In the ordinary course of business, the Group is exposed to claims of different natures (e.g., commercial, labor, tax, social security, foreign exchange or customs claims) and other contingent situations derived from the interpretation of current legislation, which result in a loss, the materialization of which depends on whether one F-33 CENTRAL PUERTO S.A. more events occur or not. In assessing these situations, Management uses its own judgment and advice of its legal counsel, both internal and external, as well as the evidence available as of the related dates. If the assessment of the contingency reveals the likelihood of the materialization of a loss and the amount can be reliably estimated, a provision for lawsuits and claims is recorded as of the end of the reporting period. 2.2.13. Contingent liabilities A contingent liability is: (i) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or (ii) a present obligation that arises from past events but is not recognized because: (a) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or (2) the amount of the obligation cannot be measured with sufficient reliability. A contingent liability is not recognized in financial statements; it is reported in notes, unless the possibility of an outflow of resources to settle such liability is remote. For each type of contingent liability as of the relevant reporting period-end dates, the Group shall disclose (i) a brief description of the nature of the obligation and, if possible, (ii) an estimate of its financial impact; (iii) an indication of the uncertainties about the amount or timing of those outflows; and (iv) the possibility of obtaining potential reimbursements. 2.2.14. Contingent assets A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the A contingent asset is not recognized in financial statements; it is reported in notes only where an inflow of economic benefits is probable. For each type of contingent asset as of the relevant reporting period-end dates, the Group shall disclose (i) a brief description of the nature thereof and, if possible, (ii) an estimate of its financial impact. 2.2.15. Employee benefits Employee short-term benefits: The Group recognizes short-term benefits to employees, such as salary, vacation pay, bonuses, among others, on an accrued basis and includes the benefits arising from collective bargaining agreements. Post-employment employee long-term benefits: The Group grants benefits to all trade-union employees when obtaining the ordinary retirement benefit under the Argentine Integrated Pension Fund System, based on multiples of the relevant employees’ salaries. The amount recognized as a liability for such benefits includes the present value of the liability at the end of the reporting period, and it is determined through actuarial valuations using the projected unit credit method. Actuarial gains and losses are fully recognized in other comprehensive income in the period when they occur and immediately allocated to unappropriated retained earnings (accumulated losses), and not reclassified to income in subsequent periods. The Group recognizes the net amount of the following amounts as expense or income in the statement of income for the reporting year: (a) the cost of service for the current period; (b) the cost of interest; (c) the past service cost, and (d) the effect of any curtailment or settlement. Other long-term employee benefits: The Group grants seniority-based benefits to all trade-union employees when reaching a specific seniority, based on their normal salaries. F-34 CENTRAL PUERTO S.A. The amount recognized as liabilities for other long-term benefits to employees is the present value of the liability at the end of the reporting period. The Group recognizes the net amount of the following amounts as expense or income: (a) the cost of service for the current period; (b) the cost of interest; (c) actuarial income and loss, which shall be recognized immediately and in full; (d) the past service cost, which shall be recognized immediately and in full; and (e) the effect of any curtailment or settlement. 2.2.16. Share-based payments The cost of share-based payments transactions that are settled with equity instruments of one of our subsidiaries is determined by the fair value at the date when the grant is made using an appropriate valuation model. This cost is recognized in the consolidated financial statements under employee benefits expense, together with a corresponding total increase in non-controlling interest. During the 2.2.17. Investment in associates The Group’s investments in associates are accounted for using the equity method. An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is neither control nor joint control. According to the equity method, investments in associates are originally booked in the statement of financial position at cost, plus (less) the changes in the Group’s ownership interests in the associates’ net assets subsequent to the acquisition date. If any, goodwill relating to the associate is included in the carrying amount of the investment and is neither amortized nor individually tested for impairment. If the cost of the investments is lower than the proportional share as of the date of acquisition on the fair value of the associate’s assets and liabilities, a gain is recognized in the period in which the investment was acquired. The statement of income reflects the share of the results of operations of the associates adjusted on the basis of the fair values estimated as of the date on which the investment was incorporated. When there has been a change recognized directly in the equity of the associates, the Group recognizes its share of any changes and includes them, when applicable, in the statement of changes in equity. The Group’s share of profit of an associate is shown in a single line on the main body of the consolidated statement of income. This share of profit includes income or loss after taxes of the associates. The financial information of the associates is prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies of the associates in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognize impairment losses on its investment in its associates. At each reporting date, the Group determines whether there is objective evidence that the value of investment in the associates has been impaired. If such was the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment in the associates and its carrying value, and recognizes the loss as “Share of losses of an associate” in the statement of income. Upon loss of significant influence over the associate, the Group measures and recognizes any retained investment at its fair value. If such was the case, any difference between the carrying amounts of the investment in the associate and the fair value on any retained investment, as well as the disposal proceeds, are recognized in the statement of income. F-35 CENTRAL PUERTO S.A. The information related to associates is included in 2.2.18. Information on operating segments For management purposes, the Group is organized in - Electric power - Electric power generation from renewable sources: the - Natural gas transport and distribution: through its equity investees companies - Management and The Group has The financial performance of segments is evaluated based on net income and measured consistently with the net income disclosed in the financial statements 2.2.19. Non-current assets held for sale and discontinued operations The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction or its distribution to the shareholders rather than through continuing use. Such assets are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sale will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the consolidated statement of financial position. A disposal group qualifies as discontinued operation if: - It is a component of the Group that represents a cash generating unit or a group of cash generating units, - it is classified as held for sale or as for distribution to equity holders, or it has already been disposed for distribution to the shareholders, and; F-36 CENTRAL PUERTO S.A. - it represents a separate major line of business or geographical area of operations or it is a subsidiary acquired exclusively with a view to resale. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as income or loss after tax from discontinued operations in the consolidated statement of income. 2.2.20. Business combinations Business combinations are The Group will recognize in The acquisition cost is measured as the aggregate of the transferred consideration, measured at fair value on that date, and the amount of any non-controlling interest in the acquiree. The Group will measure the non-controlling interest in the acquiree at fair value or at the proportional interest in the identifiable net assets of the acquiree. If the business combination is made in stages, the Group will measure again its previous holding at fair value at the acquisition date and will recognize income or loss in the consolidated statement of comprehensive income. Goodwill is measured at cost, as excess of the transferred consideration regarding the acquired identifiable assets and the net assumed liabilities of the Group. If this consideration is lower than the fair value of the identifiable assets and of the assumed liabilities, the difference is recognized in the consolidated statement of comprehensive income. As described in Note 22.10, on June 14, 2019, the Company acquired the Thermal Station Brigadier López (“the Station”) and the real estate on which the Station is located. The fair value of the identifiable assets and liabilities transferred at the date of the acquisition, determined in accordance with IFRS 3, amounted to 12,163,944. The business combination was accounted using the “acquisition method” set forth in IFRS 3. As a result of the application of such method, the Company considered that the consideration paid was similar to the 2.3. Significant accounting estimates and assumptions The preparation of the Group’s financial statements requires management to make significant estimates and assumptions that affect the recorded amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. In this sense, the uncertainties related to the estimates and assumptions adopted could give rise in the future to final results that could differ from those estimates and require significant adjustments to the amounts of the assets and liabilities affected. The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its accounting assumptions and significant estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. CENTRAL PUERTO S.A. Recoverability of property, plant and equipment and intangible assets: At each closing date of the reported period, the Group evaluates if there is any sign that the property, plant and equipment and/or intangible assets with finite useful lives may have their value impaired. Impairment exists when the 2.4. New standards and interpretations adopted As from the fiscal year beginning January 1, Amendments to IFRS 3: Definition of a business In October 2018, IASB issued amendments to the definition of a business through IFRS 3 “Business combinations” to make it easier for companies to decide whether activities and assets they acquire are Since amendments are applied prospectively to the transactions or other events that occur on the date of the first application or later, the Group has not been affected by these amendments on the transition date. Amendments to IAS In October 2018, IASB issued amendments to IAS 1 “Presentation of Financial Statements” and to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” to align the definition of “material” through the standards and to clarify certain aspects of the definition. The new definition establishes that: “Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.” The 2.5. IFRS issued but not yet effective The following new and/or amended standards and interpretations have been issued but were not effective as of the date of issuance of these consolidated financial statements of the Group. In this sense, only the new and/or amended standards and interpretations that the Group expects to be applicable in the future are indicated. In general, the Group intends to adopt these standards, as applicable when they become effective. F-38 CENTRAL PUERTO S.A. Classification of debts as current and non-current (amendment to IAS 1) On January 23, 2020, the IASB issued an amendment to IAS 1 - Specifically, it clarifies the criteria for the classification of debt as non-current. The application date of the amendment was fixed for the periods commenced as from IAS 16 - Property, plant and equipment (“PP&E”) - Proceeds before intended use In May In Amendments are effective for the annual periods commencing as from January 1, 2022. These modifications are not expected to have a significant impact on the Group. Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 The UK Financial Conduct Authority (FCA), which is the competent authority for the regulation of benchmarks in the UK, advocated a transition away from reliance on London Interbank Offered Rate (“LIBOR”) to alternative reference rates and stated that it would no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the “FCA Announcement”). The FCA Announcement formed part of ongoing global efforts to reform LIBOR and other major interest rate benchmarks. At this time, the nature and overall timeframe of the transition away from LIBOR is uncertain and no consensus exists as to what rate or rates may become accepted alternatives to LIBOR. In this sense, the IFRS amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients: - A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest - Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued - Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component As of December 31, 2020, the Group has trade receivables under These amendments are effective for annual periods beginning on or after 1 January CENTRAL PUERTO S.A. 3. Investment in associates
The share of the profit of associates for the years ended December 31, 2020, 2019 and 2018 amounts to:
3.1. After termination of the supply agreements with TSM and TMB dated February 2, 2020 and January 7, 2020, respectively, trust agreements also terminated. As from those dates, a 90-day period commenced in which TSM and TMB and their shareholders had to perform all the company acts necessary to allow the Argentine Government to receive the corresponding shares in the capital of TSM and TMB that their contributions give them rights to. On January 3, 2020, i.e. before the aforementioned 90-day period commenced, the Argentine Government (through the Ministry of Productive Development) served notice to the Company (together with TSM, TMB and their other shareholders and BICE, among others) stating that, according to the Final Agreement for the Re-adaptation of WEM, TSM and TMB shall perform the necessary acts to incorporate the Argentine Government as shareholder of both companies, acknowledging the same equity interest rights: 65.006% in TMB and 68.826% in TSM. On January 9, 2020, the Company, together with the other generation shareholders of TSM and TMB, rejected such act understanding that the equity interest the Government claims does not correspond with the contributions made for the construction of power stations and that gave it right to claim such equity interest. On March 4, 2020, the Company was notified on two notes sent by the Minister of Productive Development whereby he answered the one sent by the Company on January 9, 2020 - mentioned above -, ratifying the terms of the note notified to the Company on January 3, 2020. In March 2020, the Company raised a reconsideration motion, with higher supplementary appeal, against the Argentine Government’s order for the acts mentioned above. On May 4 and 8, 2020, the Company attended the Special Shareholder’s Meetings of TMB and TSM, respectively, in which the admission of the Argentine Government as shareholder of TSM and TMB was allowed, in accordance with the shareholding interest claimed by the Argentine Government. This with the sole F-40 CENTRAL PUERTO S.A. purpose of complying with the precedent condition established in the respective Trust Agreements, which stated that for the trusted equity -comprised, among others, by the power plants- to be transferred to the companies TSM and TMB in a 90-day period counted as from the end of the supply agreements, such companies and their shareholders (among which the Company is included) had to allow the entrance of the Argentine Government in TSM and TMB, receiving the same amount of shares representing the contributions made by the Argentine Government for the construction of the plants and giving it the right to claim such interest. In both cases, when the mentioned Shareholders’ Meetings were held, through which the Argentine Government was allowed as shareholder of TMB and TSM due to its interest claim, the Company made the corresponding reservation of rights so as to continue the abovementioned claims already commenced. On November 19, 2020, BICE (in its capacity as trustee of both trust agreements) had the condition precedent established in the Trust Agreements fulfilled since the necessary corporate acts for the Argentine Government to be allowed as shareholder of TSM and TMB were performed. On March 11, 2021, the Argentine Government has subscribed its shares and the equity of the shareholders of TSM and TMB was diluted. This way, the Group´s equity interest in TSM and TMB was changed from 30.8752% to 9.6269% and from 30.9464% to 10.8312%, respectively. On the other hand, the Company, together with the other shareholders of TSM and TMB (as guarantor within the framework and the limits stated by the Final Agreement for the Re-adaptation of WEM, Note SE no. 1368/05 and trust agreements), BICE, TSM, TMB and SE signed: a) on January 7, 2020 an amendment addenda of the Operation and Maintenance (“OMA”) of Thermal Plant Manuel Belgrano and b) on January 9, 2020 an amendment addenda of the Operation and Maintenance Agreement (“OMA”) of Thermal Plant San Martín, to extend the operating period until the effective transference of the trust’s liquidation equity. The values recorded in these financial statements for the investments in TMB and TSM are detailed in Note 3. During the years ended December 31,
3.2. Investments in gas distribution The Group holds ownership interests of IGCE is a private, unlisted
During
ECOGAS Group. On 3.3. Transportadora de Gas del Mercosur S.A. The Group has a 20% interest in Transportadora de Gas del Mercosur S.A. (“TGM”). CENTRAL PUERTO S.A. 4. Operating segments The following provides summarized information of the operating segments for the years ended December 31,
(1) Includes information from associates. (2) Includes income (expenses) related to resale of gas transport and distribution capacity. CENTRAL PUERTO S.A. Major customers During the years ended December 31, 5. Revenues
6. Operating expenses 6.1. Cost of sales
6.2. Operating, administrative and selling expenses
CENTRAL PUERTO S.A. 7. Other income and expenses 7.1. Other operating income
(1) (2) Includes 20,328, 613,376 and 1,134,525 related to receivables 7.2. Other operating expenses
7.3. Finance income
(1) Net of 7.4. Finance expenses
CENTRAL PUERTO S.A. 8. Movements
9. Income tax The major components of income tax during the years ended December 31, Consolidated statements of income and comprehensive income Consolidated statement of income
Consolidated statement of comprehensive income
The reconciliation between income tax in the consolidated statement of income and the accounting income multiplied by the statutory income tax rate for the years ended December 31,
CENTRAL PUERTO S.A. Deferred income tax Deferred income tax relates to the following:
As of December 31,
10. Earnings per share Earnings per share amounts are calculated by dividing net income for the year attributable to equity holders of the parent by the weighted average number of ordinary shares during the There are no transactions or items generating an effect of dilution. The following reflects information on income and the number of shares used in the earnings per share computations:
F-46 CENTRAL PUERTO S.A. There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of issuance of these consolidated financial statements that may produce a dilution effect.
11. Inventories
12. Property, plant and equipment
(1) (2) Includes 54,121 transferred to intangible assets related to transmission lines and electrical substations that were transferred to electric energy transport companies and 4,067,667 transferred to item "property, plant and equipment available for sale" (see Note 22.5). (3) Includes 4,146,562 transferred from gas turbines (4) Transferred to item "property, plant and equipment available for CENTRAL PUERTO S.A. 13. Intangible assets
(1) Transferred from property, plant and equipment. See below. Concession right of Piedra del Águila hydroelectric power plant Includes the amounts paid as consideration for rights relating to the concession of Piedra del Águila hydroelectric power plant awarded by the Argentine government for a 30-year term, until December 29, 2023. The Group amortizes such intangible asset based on straight-line basis over the remaining life of the concession agreement. For a concession arrangement to fall within the scope of IFRIC 12, usage of the infrastructure must be controlled by the concession grantor. This requirement is met when the following two conditions are met: - the grantor controls or regulates what services the operator must provide with the infrastructure, to whom it must provide them, and at what price; and - the grantor controls the infrastructure, i.e., retains the right to take back the infrastructure at the end of the concession. Upon Resolution 95 passed by Argentine government The main features of the concession contract are as follows: Control and regulation of prices by concession grantor: Pricing schedule approved by grantor; Remuneration paid by: CAMMESA; Grant or guarantee from concession grantor: None; F-48 CENTRAL PUERTO S.A. Residual value: Infrastructure returned to grantor for no consideration at end of concession; Concession end date: December 29, 2023; IFRIC 12 accounting model: Intangible asset. Fees and royalties: the Intergovernmental Basin Authority is entitled to a fee of 2.5% of the plant’s revenues, and the provinces of Rio Negro and Neuquén are entitled to royalties of 12% of such revenues. For the years ended December 31, Contractual capital investment obligations and obligations relating to maintenance expenditure on infrastructure under concession are The Group finished the construction of wind farms La Castellana and Achiras, whereby the Group agreed to build high and medium tension lines and the electrical substation to connect the wind farms to SADI, a part of which were given to the companies transporting the energy in accordance with the respective contracts; therefore, such companies are in charge of the maintenance of such transferred installations. Consequently, the Group recognized intangible assets for the works related to the construction of the described equipments. Electrical substation of wind farm La Genoveva II During 2019 the Group finished the construction of wind farm La Genoveva II, whereby the Group agreed to build the electrical substation that feeds the connection of the wind farm to the SADI, a part of which were given to the company transporting the energy; therefore, such company is in charge of the maintenance of such transferred installations. Consequently, the Group recognized intangible assets for an amount of 33,722, which were transferred from property, plant and equipment. Electrical substation of wind farm La Genoveva During 2020 the Group finished the construction of wind farm La Genoveva, whereby the Group agreed to build the electrical substation that feeds the connection of the wind farm to the SADI, a part of which were given to the company transporting the energy; therefore, such company is in charge of the maintenance of such transferred installations. Consequently, the Group recognized intangible assets for an amount of 50,122, which were transferred from property, plant and equipment. Turbogas and turbosteam supply agreements for Thermal Station Brigadier López During fiscal year 2019, as a result of the business combination described in Note 2.2.20, the Group recognized an intangible asset for 8,296,920 related to turbogas and turbosteam supply agreements entered into with CAMMESA regarding Thermal Station Brigadier López. 14. Financial assets and liabilities 14.1. Trade and other receivables
F-49 CENTRAL PUERTO S.A.
For the terms and conditions of receivables from related parties, refer to Trade receivables from CAMMESA accrue interest, once they become due. The Group accrues interest on receivables from CAMMESA according to the nature of the receivables, as follows: CVO receivables: The Company Trade receivables related to YPF and large users accrue interest as stipulated in each individual agreement. The average collection term is generally from 30 to 90 days. FONINVEMEM I and II: During the years ended December 31, As CVO receivables As described in Note 1.2.a), in 2010 the Company approved the “CVO agreement” and as from March 20, 2018, CAMMESA granted the “Commercial Approval”. Receivables under CVO agreement are disclosed under “Trade receivables - CAMMESA”. As a consequence of the Commercial Approval and CVO receivables During the F-50 CENTRAL PUERTO S.A. The information on the Group’s objectives and credit risk management policies is included in The breakdown by due date of trade and other receivables due as of the related dates is as follows:
14.1.1. Allowance for doubtful accounts
(1) Income (loss) on net monetary position. 14.2. Trade and other payables
Trade payables are non-interest bearing and are normally settled on 60-day terms. The information on the Group’s objectives and financial risk management policies is included in For the terms and conditions of payables to related parties, refer to 14.3.
CENTRAL PUERTO S.A.
Loans from the IIC-IFC Facility On October 20, 2017 and January 17, 2018, CP La Castellana S.A.U. As of the In accordance with the terms of In accordance with the terms of the agreement subscribed by CP Achiras, USD 40.7 million accrue a fixed interest rate equal to 8.05%, and the rest accrue a 6.77% fixed interest rate. The loan is amortizable quarterly Other related agreements and Pursuant to As of December 31, 2020, the Group has met the requirements described in (i) and (ii) above. F-52 CENTRAL PUERTO S.A. CP La Castellana, CP Achiras and CP Renovables; and (y) control of each of CP La Castellana, CP Achiras and CP Renovables; and (b) CP Renovables shall maintain control of CP La Castellana and CP Achiras. As of December 31, 2018, the Group has met such obligations. Under the subscribed trust guarantee agreement, as at December 31, 2020 and 2019, there are trade receivables with specific assignment for the amount of 2,791,980 and 787,866, respectively. As of December 31, 2020 and 2019, the balance of these loans amounts to 10,674,261 and 11,400,435, respectively. 14.3.2. Borrowing from Kreditanstalt für Wiederaufbau (“KfW”) On March 26, 2019 the Company entered into a loan agreement with KfW for an amount of USD 56 million in relation to the acquisition of two In accordance with the terms of the agreement, the loan accrues an interest equal to LIBOR plus 1.15% and it is amortizable quarterly in 47 equal and consecutive installments as from the Pursuant to the loan agreement, among other obligations, CPSA has agreed to maintain a debt ratio of (a) as at December 31, 2020 of no more than 4.00:1.00 and (b) as from that date, no more than 3.5:1.00. As at December 31, 2020, the Company has complied with that requirement. During 2019 the disbursements for this loan were fully received for a total amount of USD As at December 31, 2020 and 2019, the balance of this loan amounts to 3,506,510 and 3,711,107, respectively. 14.3.3. On September 12, 2019, the Company entered into a loan agreement with Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC. for USD 180 million to fund the acquisition of the Thermal Station Brigadier López (See Note 22.10), as well as to fund future capital expenses and other expenses. Pursuant to the agreement, this loan accrues an adjustable interest rate based on LIBOR plus a margin. Pursuant to the loan agreement, among other obligations, CPSA has agreed to maintain (i) a debt ratio of no more than 2.25:1.00; (ii) an interest coverage ratio of no more than 3.50:1.00 and (iii) and a minimum equity of USD 500 million. As at December 31, 2020, the Company has complied with such obligations. On June 14, 2019 the loan funds were fully disbursed. As mentioned in Note 24, on September 15, 2020, BCRA issued Communication “A” 7106, which established certain access restrictions to the foreign exchange market for the repayment of the financial debt in which it allows payment of up to 40% of installments higher than USD 1 million becoming due between October 15, 2020 and March 31, 2021, establishing that a refinancing plan should be submitted for the outstanding amounts, which shall fulfill certain conditions established in the regulation, such as that repayment must have an average life higher than 2 years. This way, the loan installments becoming due between December 2020 and March 2021 were under the scope of the provisions of such regulation. On December 22, 2020, the Company signed an amendment to the loan, modifying, among others, the amortization schedule so as to comply with the requirements established by Communication “A” 7106, partially postponing installments becoming due in December 2020 and March 2021, extending the final payment term to June 2023, including monthly amortizations as from January 2021 until January 2022, and keeping the amortizations in the initial schedule for June, September and December 2021, each of them equal to 20% of capital. In December 2020, 40% of the installment for such month was paid, complying with the regulations in force and the abovementioned amendment. Amongst others, the amendment involves a two basic points increase in the interest rates as from December 12, 2020. F-53 CENTRAL PUERTO S.A. Other changes derived from the amendment include: a limitation to make dividends payment during 2021, and a USD 25 million maximum allowed for 2022. Moreover, a collateral agreement was signed, which includes the pledge on turbines of Brigadier López Thermal Station, a mortgage on the land in which such power station is located and a LVFDV passive collection collateral assignment. As a result of the described refinancing, the Company registered a 110,702 loss, included under the “Financial expenses” item of the statement of income. As a consequence of BCRA Communication “A” 7230, mentioned in Note 24, as of the issuance date of these financial statements, the Company is beginning negotiations with creditor banks to reschedule installments becoming due in June, September and December 2021. As at December 31, 2020 and 2019, the balance of the loan amounts to 13,820,843 and 14,539,489, respectively. 14.3.4. Loan from the IFC to the subsidiary Vientos La Genoveva S.A.U. On June Pursuant to the Other related agreements and documents, such as the Guarantee and Sponsor Support Agreement (the “Guarantee Agreement” by which CPSA completely, unconditionally and irrevocably guarantees, as the main debtor, all payment obligations undertaken by Vientos La Genoveva S.A.U until the project reaches the commercial operations date) hedging agreements, guarantee trusts, guarantee agreements on shares, guarantee agreements on wind turbines, direct agreements and promissory notes have been signed. Pursuant to the Guarantee Agreement, among other customary covenants for this type of facilities, CPSA has committed, until the project completion date, to maintain (i) a leverage ratio of As of December 31, 2020, the Group has met the requirements described in On November 22, 2019 the loan funds were fully disbursed. As at December 31, 2020 and 2019, the balance of the loan amounts to 6,132,411 and 6,060,294, respectively. 14.3.5. On May According to the executed agreement, this loan accrues a Other agreements and related documents, like the Collateral (in which CPSA totally, unconditionally and irrevocably guarantees, as main debtor, all the payment obligations assumed by CPR Energy Solutions S.A.U. until total fulfillment of F-54 CENTRAL PUERTO S.A. Pursuant to the Collateral, among other obligations, CPSA has agreed to maintain a debt ratio of no more than 3.75:1.00 until the date of On May 24, 2019 the loan funds were On July 23, 2019, subsidiary Vientos La Genoveva II S.A.U. entered into a loan agreement with Banco de Galicia y Buenos Aires S.A. for an amount of USD 37.5 million. According to the executed agreement, this loan accrues LIBOR plus 5.95% and it is amortizable quarterly in 26 installments starting on the ninth calendar month counted from the disbursement date. Other agreements and related documents, like the Collateral (in which CPSA totally, unconditionally and irrevocably guarantees, as main debtor, all the payment obligations assumed by Vientos La Genoveva II S.A.U. until total fulfillment of the guaranteed obligations or until the project reaches the commercial operation date, what it happens first) -, guarantee agreements on shares and promissory notes have been signed, while guarantee agreements on wind turbines and direct agreements are in process of being issued, under the terms defined by the loan agreement. Pursuant to the Collateral, among other obligations, CPSA has agreed, until the project termination date, to maintain a debt ratio of no more than 3.75:1.00. Moreover, CPSA, under certain conditions, agreed to make capital contributions to subsidiary Vientos La Genoveva II S.A.U. Moreover, CPSA has agreed to maintain, unless otherwise consented to in writing by the lender, the ownership (directly or indirectly) and control over Vientos La Genoveva II S.A.U. As at December 31, 2020, the Company has complied with such obligations. On July 23, 2019, the loan funds were fully disbursed. As of December 31, 2020 and 2019, the balance of this loan amounts to 2,711,190 and 3,053,500, respectively. 14.3.7. Banco Macro S.A. short-term loan On October 25 and 28, the Company entered into a loan agreement with Banco Macro S.A. for an amount of 1,000,000 to be used in the commercial business of the Company. Under the terms of the agreement, this loan accrues a variable three-month interest rate based on pure BADLAR rate, plus a margin; and it is completely amortized in a year. On October 28, 2019, the loan funds were fully disbursed. As of December 31, 2019, the balance of this loan amounts to 1,521,951. On June 19, 2020, the balance of this loan was fully paid in advance. 14.3.8. Financial trust corresponding to Thermal Station Brigadier López Within the framework of the acquisition of Thermal Station Brigadier López, the Company assumed the capacity of trustor in the financial trust previously entered into by Integración Energética Argentina S.A., which was the previous owner of the thermal station. The financial debt balance at the transfer date of the thermal station was USD 154,662,725. According to the provisions of the trust agreement, the financial debt accrues an interest rate equal to the LIBO rate plus 5% or equal to 6.25%, whichever is higher, and it is monthly amortizable. As of December 31, 2020, 20 installments are to be amortized and the financial debt balance amounts to 6,872,491. As of December 31, 2019, the balance of this loan amounted to 10,502,029. F-55 CENTRAL PUERTO S.A. Under the subscribed trust guarantee agreement, as at December 31, 2020 and 2019, there are trade receivables with specific assignment for the amounts of 394,707 and 759,400, respectively. 14.3.9 CP Manque S.AU. and CP Los Olivos S.A.U. Program of Corporate Bonds On August 26, 2020, under Resolution No. RESFC-2020 - 20767 - APN.DIR#CNVM, the public offering of the Global Program for the Co-Issuance of Simple Corporate Bonds (not convertible into shares) by CP Manque S.A.U. and CP Los Olivos S.A.U. (both subsidiaries of CPR, and together the “Co-issuers”) for the amount of up to USD 80,000,000 was authorized. By virtue of such program, the Co-Issuers may issue corporate bonds, of different class and/or series, that may qualify as social, green and sustainable marketable securities under the criteria established by CNV in that regard. Within the framework of the mentioned program, on September 2, 2020, Corporate Bonds Class I were issued for an amount of USD 35.160.000 at a fix 0% interest rate expiring on September 2, 2023; and Corporate Bonds Class II were issued for 1.109.925 at a variable interest rate equivalent to BADLAR, plus an applicable margin of 0.97% expiring on September 2, 2021. On June 24, 2020, the Board of Directors of CPSA decided to guarantee unconditionally the co-emission of corporate bonds of its subsidiaries CP Manque S.A.U. and CP Los Olivos S.A.U. (the “Guarantee”). The Guarantee is an obligation with a common guarantee, not subordinated and unconditional. And, it shall have, at all times, the same priority rank regarding the non-guaranteed and unsubordinated obligations, present and future, of the Company. The Guarantee was instrumented through the signature of the Company in its capacity as co-signer of the permanent global certificates deposited in Caja de Valores S.A., in which the Corporate Bonds Class I and Corporate Bonds Class II of CP Manque S.AU. and CP Los Olivos S.AU. are represented. 14.3.10. CPSA Notes Program regulations in force. The information on the Group’s objectives and financial risk management policies is included in 14.4.
Changes in liabilities arising from financing activities
F-56 CENTRAL PUERTO S.A. The “Non-cash transactions” column Quantitative and qualitative information on fair values Information on the fair value of financial assets and liabilities by category The following tables is a comparison by category of the carrying amounts and the relevant fair values of financial assets and liabilities.
Valuation techniques The fair value reported in connection with the abovementioned financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values: Management assessed that the fair values of current trade receivables and current loans and borrowings approximate their carrying amounts largely due to the short-term maturities of these instruments. The Group measures long-terms receivables at fixed and variable rates based on discounted cash flows. The valuation requires that the Group adopt certain assumptions such as interest rates, specific risk factors of each transaction and the creditworthiness of the customer. Fair value of quoted debt securities, mutual funds, stocks and corporate bonds is based on price quotations at the end of each reporting period. The fair value of the foreign currency forward contracts is calculated based on appropriate valuation techniques that use market observable data. F-57 CENTRAL PUERTO S.A. Fair value hierarchy The following tables provides, by level within the fair value measurement hierarchy, as described in
There were no transfers between The information on the Group’s objectives and financial risk management policies is included in Other financial assets
F-58 CENTRAL PUERTO S.A. The information on the objectives and financial risk management policies is included in Financial assets and liabilities in foreign currency
USD: US dollar. EUR: Euro. (1) At the exchange rate prevailing as of December 31, (2) At the exchange rate according to Communication “A” 3500 (wholesale) prevailing as of December 31, 2020 as per the Argentine Central Bank. 15. Non-financial assets and liabilities 15.1. Other non-financial assets
F-59 CENTRAL PUERTO S.A. 15.2. Other non-financial liabilities
15.3. Compensation and employee benefits liabilities
The following tables summarize the components of net benefit expense recognized in the consolidated statement of income as long-term employee benefit plans and the changes in the long-term employee benefit liabilities recognized in the consolidated statement of financial position.
The main key assumptions used to determine the obligations as of year-end are as follows:
F-60 CENTRAL PUERTO S.A. A one percentage point change in the discount rate applied would have the following effect:
A one percentage point change in the annual salary assumed would have the following effect:
As of December 31,
16. Cash and cash equivalents For the purpose of the consolidated statement of financial position and the consolidated statement of cash flow, cash and short-term deposits comprise the following items:
Bank balances accrue interest at variable rates based on the bank deposits daily rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective fixed short-term deposit rates. 17. Pursuant to the Argentine Companies Act (Ley General de Sociedades) and the bylaws, 5% of the income for the On April F-61 CENTRAL PUERTO S.A. The Company absorbed all cumulative negative unappropriated retaining earnings existing as at January 1, 2017 which were a consequence of the inflation adjustment. Such negative results were absorbed with the balances of the accounts Voluntary Reserve, Special Reserve RG CNV 609, Special Reserve Resolution IGJ 7/05, Legal Reserve, Premiums, and with part of the balance of the account Adjustment to Capital Stock. On On On April 30, 2020, the Shareholders’ Meeting of the Company approved to increase the Within the framework of the amendment to the loan agreement with Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC -described in Note 14.3.3-, there is a restriction for the payment of dividends 18. Provisions
(1) (2) 1,073,576 relates to the adoption of IFRIC 23. The remaining effect relates to the effect of the inflation for the year. CENTRAL PUERTO S.A. 19. Information on related parties The following table provides the transactions performed for the years ended December 31,
Balances and transactions with shareholders As at December 31, 2020, there is a balance of 181,718 due from shareholders, corresponding to the tax on personal goods paid by the Company as a substitute taxpayer. On June 24, 2020, the Board of Directors of the Company authorized the purchase of 30% of the capital stock of the subsidiary CP Renovables S.A. from the non-controlling interest (a shareholder of the Company), representing 993,993,952 shares, at a value of US Dollars 0.034418 per share, which was fully paid through the transfer of financial assets. Based on the Audit Committee’s report, the Board of Directors determined that such transaction is an arm´s length transaction. This transaction was accounted for as a transaction with non-controlling interest in accordance with IFRS 10. Consequently, the difference of 1,966,148 between the book value of the non-controlling interest at the transaction date and the fair value of the consideration paid was directly recognized in equity and attributed to holders of the parent. This way, the Group´s consolidated interest in the subsidiary CP Renovables S.A. amounts to 100% of the capital stock as at December 31, 2020. F-63 CENTRAL PUERTO S.A. Terms and conditions of transactions with related parties Balances at the related reporting period-ends are unsecured and interest free. There have been no guarantees provided or received for any related party receivables or payables. For the years ended December 31, 20. Financial risk management objectives and policies - Interest rate risk Interest rate variations affect the value of assets and liabilities accruing a fixed interest rate, as well as the flow of financial assets and liabilities with floating interest rates. Interest rate sensitivity The following table shows the sensitivity of income before income tax for the year ended December 31,
Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The F-64 CENTRAL PUERTO S.A. Foreign currency sensitivity The following table shows the sensitivity to a reasonably possible change in the US dollar exchange rate, with all other variables held constant, of income before income tax as of December 31, 2020 (due to changes in the fair value of monetary assets and liabilities).
- Price risk The Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily for trade receivables) and from its financing activities, including holdings of government securities. - Trade and other receivables The Finance Department is in charge of managing customer credit risk subject to policies, procedures and controls relating to the Group’s credit risk management. Customer receivables are regularly monitored. Although the Group has received no guarantees, it is entitled to request interruption of electric power flow if customers fail to comply with their credit obligations. In - Cash and cash equivalents Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with corporate policy. Investments of surplus funds are made only with approved counterparties; in this case, the risk is limited because high-credit-rating banks are involved. - Public and corporate securities This risk is managed by the Company’s finance management according to corporate policies, whereby these types of investments may only be made in first-class companies and in instruments issued by the federal or provincial governments. Liquidity risk The Group manages its liquidity to guarantee the funds required to support its business strategy. Short-term financing needs related to seasonal increases in working capital are covered through short-and medium-term bank credit lines. F-65 CENTRAL PUERTO S.A. The table below summarizes the maturity profile of the Company’s financial liabilities.
Guarantees In connection with the On October 16, 2006, the Group entered into two pledge agreements with the Secretariat of Energy to guarantee our performance obligations in favor of the FONINVEMEM trusts under certain construction management and operation management agreements and provided as collateral: (a) 100% of our shares in Likewise, the Group entered into various guarantee agreements to provide performance assurance of its obligations arising from the agreements described in 21. Discontinued operations
F-66 CENTRAL PUERTO S.A. The net cash flows of La Plata plant operation, are as follows:
Earnings per share:
22. Contracts, acquisitions and 22.1. Maintenance and service contracts The Group entered into long-term service agreements executed with leading global companies in the construction and maintenance of thermal generation plants, such as (i) General Electric, which is in charge of the maintenance of the Puerto Combined Cycle plant, Under long-term service agreements, suppliers provide materials, spare parts, labor and on-site engineering guidance in connection with scheduled maintenance activities, in accordance with the applicable technical recommendations. 22.2. Agreement for supplying electricity and steam to YPF As from January 1999 and for a 20-year term, our Luján de Cuyo plant supplies 150 tons per hour of steam to YPF’s refinery in Luján de Cuyo under a steam supply agreement. Under this agreement YPF supplies the Luján de Cuyo plant with the fuel and water needed for operation of the plant. On February 8, 2018, we signed an agreement to extend 22.3. Acquisition of Siemens gas turbine On December 18, 2014, the Company acquired from Siemens a gas turbine for electric power generation composed by a turbine and a generator with 286 MW output power, and the proper ancillary equipment and maintenance and assistance services. This equipment will be used in the cogeneration project called "Terminal 6 San Lorenzo", which is described in Note 22.7. 22.4. Acquisition of General Electric gas turbine On March 22.5. Acquisition of two Siemens gas turbines On May CENTRAL PUERTO S.A. As of December 31, 2020, these assets were classified under the item “Property, plant and equipment available for sale” since the conditions described in Note 2.2.19 were fulfilled as of that date. 22.6. Likewise, on July 17, 2019 the wind form “La Castellana II” belonging to CPR Energy Solutions S.A.U. (a CPR subsidiary) was commissioned, with a capacity of 14.4 MW, which was extended to 15.2 MW on February 21, 2020. Also, on September 14, 2019 the wind farm belonging to the subsidiary Vientos La Genoveva II S.A.U. was commissioned, with a capacity of 41.8 MW. Finally, on December 7, 2019 the wind form belonging to CP Manque S.A.U. (a CPR subsidiary) was commissioned, with a capacity of 38 MW being the total projected capacity of 57 MW; then, on January 23, 2020 the commissioned capacity was extended to 53.2 MW; and finally, on March 3, 2020 the remaining capacity was commissioned completing the total 57 MW. On September 11, 2020, the partial authorization for the commercial operation of 12 out of 21 wind turbines that form the wind farm La Genoveva, with a maximum 50.4 MW power, was granted. Afterwards, on October 30, 2020, 8 wind turbines were authorized for commercial operation, reaching an 84 MW power. Finally, on December 21, 2020, the commercial authorization for the total capacity of the farm (88.2 MW) was granted, starting the energy supply under the agreement entered into In 2017 the Group entered into power purchase Regarding wind Acquisition and operation of wind turbines The Group has entered into agreements with F-68 CENTRAL PUERTO S.A. Moreover, the Group has entered into agreements with 22.7. Awarding of co-generation projects On September 25, 2017, the Company was awarded through Resolution SEE 820/2017 with two co-generation projects called “Terminal 6 San Lorenzo” with a capacity of 330 MW and Luján de Cuyo (within our Luján de Cuyo plant) with a capacity of 93 MW. On On December 15, 2017, we executed a new steam supply contract with YPF for a 15-year term that began when the new co-generation unit at our Luján de Cuyo plant started operations. Also, on December 27, 2017, we entered into a steam supply agreement with T6 Industrial S.A. for the new co-generation unit at our Terminal 6 San Lorenzo plant for a 15 year-term. On October 5, 2019, the commercial operation of the new cogeneration unit Luján de Cuyo started. On November 21, 2020, the open cycle commercial operation of cogeneration unit Terminal 6 San Lorenzo started with an authorized power of 269.5 MW. 22.8. Sale of the La Plata plant On December 20, 2017, YPF EE, an YPF S.A. subsidiary, accepted On February 8, 2018, after the conditions were met, the plant was transferred to YPF EE effective as of January 5, 2018. Consequently, during fiscal year ending December 31, 2018 the Company has booked an income, before income tax, from discontinued operations for 722,397, due to the sale of the mentioned plant. 22.9. Purchase of natural gas for generation As accepted under Regulation SGE No. 70/2018 described in Note 1.2.d), the Company reinstated its activities towards purchasing natural gas as from late November 2018, in order to supply its generation stations. As from December 2018, all natural gas used by the Company was purchased to producers and distributors directly, as well as the transported associated to those consumptions. The Company’s main natural gas providers were YPF, Tecpetrol, Total, Metroenergía and Pluspetrol, among others. As from December 30, 2020, as stated in Note 1.2.d), the Ministry of Productive Development decided to centralize the purchase of fuel to generate electrical energy through CAMMESA, repealing Resolution No. 70/2018 of the former Secretariat of Energy. The scope of this new measure is for the WEM generation units that commercialize their energy and power in the spot market. 22.10. Acquisition of Thermal Station Brigadier López In the context of a local and foreign public tender called by Integración Energética Argentina S.A. (“IEASA”), which has been awarded to the Company, on June 14, 2019 the transfer agreement of the production unit that is part of Brigadier López Thermal Station and of the premises on which the Station is located, was signed, including: a) production unit for the Station, which includes personal property, recordable personal property, facilities, machines, tools, spare parts, and other assets used for the Station operation and use; b) IEASA’s contractual position in executed contracts (including turbogas and turbosteam supplying contracts with CAMMESA and the financial trust agreement signed by IEASA as trustor, among others); c) permits and authorizations in effect related to the Station operation; and d) the labor relationship with the transferred employees. CENTRAL PUERTO S.A. The Station currently has a Siemens gas turbine of 280.5 MW. According to the tender specifications and conditions, it is expected to supplement the gas turbine with a boiler and a steam turbine to reach the closing of the combined cycle, which will generate 420 MW in total. The cycle closing works’ finishing is pending. The amount paid on June 14, 2019 amounted to USD 165,432,500, formed by a cash amount of USD 155,332,500, plus an amount of USD 10,100,000 settled through the assignment of LVFVD to IEASA. 23. Tax integral inflation adjustment Pursuant to Law no. 27468, modified by Law no. 27430 as described in Note 24, to determine the amount of taxable net profits for fiscal years commencing January 1, 2019, the inflation adjustment calculated on the basis of the provisions set forth in the income tax law will have to be added to or deducted from the fiscal year’s tax result. This adjustment will only be applicable (a) if the variance percentage of the consumers price index (“IPC”) during the 36 months prior to fiscal year closing is higher than 100%, and (b) for the first, second, and third fiscal year as from January 1, 2018, if the accumulated IPC variance is higher than 55%, 30% or 15% of such 100%, respectively. The positive or negative tax inflation adjustment, depending on the case, corresponding to the first, second and third period commenced as from January 1, 2018, which must be calculated in case of verifying the statements on the foregoing paragraphs (a) y (b), shall be charged in a sixth for that fiscal period and the remaining five sixths, equally, in the immediately following fiscal periods. At December 31, 2020, such conditions have been already met. Consequently, the current and deferred income tax have been booked in the fiscal year ended December 31, 2020, including the effects derived from the application of the tax inflation adjustment under the terms established by the income tax law. 24. Measures in the Argentine economy During December 2019, the Central Bank of Argentina (“BCRA”) issued Communication “A” 6854 and “A” 6856 whereby the regulations on Abroad and Exchange Rate issued by BCRA were extended, which included regulations on exports, imports and, especially, the previous BCRA’s authorization to access the foreign Exchange market for the transference of profits and dividends. Afterwards, the BCRA issued Communication “A” 7030 -in force as from May 29, 2020- setting forth the following measures to be taken into account regarding exchange matters: a) Access to the Foreign Exchange Market for the payment of imports of goods and services, profits and dividends, commercial interests, capital interests and interests from financing activities, acquisition of external assets by legal entities, among others, shall need the previous authorization from BCRA, except if the following can be put on record -in return format-: ii. That they commit to settle in the Foreign Exchange Market, within 5 working days of their availability, those funds received abroad originated in the collection of loans granted to third parties, the collection of a term deposit or the sale of any kind of asset, provided the asset was acquired, the deposit was made or the loan granted after May 28, 2020. b) A previous authorization shall be required to BCRA for F-70 CENTRAL PUERTO S.A. c) BCRA’s previous consent shall be required -until June 30, 2020- for the access to the Foreign Exchange Market for the settlement of capital services of financial indebtedness with foreign parties when the creditor is a counterpart related to the debtor. d) The restriction to access the Foreign Exchange Market is extended to 90 previous days and 90 subsequent days if the operations of purchase and sale of government securities were settled in foreign currency or through transference abroad, which was set forth by Communication “A” 7001. Afterwards, BCRA issued Communication “B” 12020 whereby it communicated the standardized procedure to facilitate and speed up the treatment of requests of previous consent to access the Foreign Exchange Market to pay imports of goods, in accordance with supplementary Communications “A” 7001 and 7030. On June 25, 2020, BCRA issued Communication “A” 7052 whereby it extended until July 31, 2020 the term described in the foregoing paragraphs b) and c) and established that the following shall be exempted from BCRA’s previous authorization: all deferred or on demand payments of imports of goods corresponding to operations shipped as from July 1, 2020 or those that having been shipped before did not arrived to the country before that date. Through successive communications, being Communication “A” 7151 the last one, the provisions on the foregoing paragraphs b) and c) are still in force, the last extension being until June 30, 2021. In force as from September 16, 2020, Communication “A” 7106, issued by the BCRA, established, among other measures referred to human persons, the need for refinancing the international financial indebtedness for those loans from the non-financial private sector with a creditor not being a related counterparty of the debtor expiring between October 15, 2020 and March 31, 2021. The affected legal entities were to submit before the Central Bank a refinancing plan under certain criteria: that the net amount for which the foreign exchange market was to be accessed in the original terms did not exceed 40% of the capital amount due for that period and that the remaining capital had been, as a minimum, refinanced with a new external indebtedness with an average life of 2 years. This point shall not be applicable when indebtedness is taken from international entities and official credit agencies, among others. On February Finally, through Communication “A” 7138, the BCRA established that as from October 16, 2020, debit operations for a daily amount equal or exceeding USD 50,000 or its equivalent shall be reported in the Advances Informative Regime for Foreign Exchange Operations and that the term stated in the regulation in force shall be fulfilled before accessing the Foreign Exchange Market. Moreover, on December 23, 2019, Law no. 27,541 on “Social Solidarity and Production Reactivation within the Public Emergency framework” was published in the Official Gazette; and on December 28, Decree no. 99/2019 was issued with the regulations for the implementation of such law. The main measures in the law and its regulations affecting the tax regime and the energy market are the following: Tax obligations a) Income tax Law no. 27,430 had established that for the fiscal period F-71 CENTRAL PUERTO S.A. b) Tax on an inclusive and supportive Argentina (“impuesto PAIS” [Country tax]) With emergency character and for Energy Market The Law enables the Executive Branch to keep electricity and natural gas rates under federal jurisdiction and to commence a re-negotiation process for the revision of the integral rate in force or to start an extraordinary revision as from the Law’s entering into force date and for a maximum term of 180 days tending to a reduction in the rate charge on homestead, stores and industries for year 2020. Exercising delegated powers, the Argentine Government announced the cancellation of all electricity and natural gas rate update for the 180 days stated in the Law; this cancellation was subsequently extended for another 180 days through Decree No. 543/2020. In that sense, on February 27, 2020, Resolution No. 31 issued by the Secretariat of Energy was published, which resolution is described in Note 1.2.f). It is important to highlight the fact that these measures affect sales on the spot market, but do not affect the agreements signed by the Group with CAMMESA or other companies, which establish the applicable rate table. 25. COVID-19 On March 11, 2020, the World Health Organization characterized the COVID-19 as a pandemic. Hence, several measures have been undertaken by the Argentine Additionally, how the disease will evolve in Argentina cannot be predicted, nor what additional restrictions the Argentine government may impose can be anticipated. In Government issued Decree No. 297/2020 establishing a preventive and mandatory social isolation policy (“the Quarantine” or “ASPO” -for its acronym in Spanish-, indistinctly) as a public health measure to contain the effects of the COVID-19 outbreak. Such decree established that persons must refrain from going to their workplaces, and may not travel along routes, roads or public spaces. As from the adoption of the Quarantine, the government has extended it in many opportunities and it has ordered the preventive and mandatory social distancing (“DISPO” -for its acronym in Spanish-) in some jurisdictions. As of the date of F-72 CENTRAL PUERTO S.A. activities, under certain health and sanitary precautions, the rest of the personnel continued working remotely. Furthermore, on April 7, 2020, pursuant to Administrative Decision 468/2020 issued by the Presidency of the Cabinet of Ministers, the construction of private sector energy infrastructure was included within the activities exempted from the ASPO. Some of the main identified impacts that this crisis has and may have in the future for the Company Operations - Power generation - Reduction in the - Increased delays in - Personnel safeguard. Multiple measures to - Lack of necessary supplies/equipment, or delays in supplies. The Quarantine may also affect the provision of essential supplies. Although the provision of the necessary supplies is also considered an essential activity under the enacted emergency framework and usually a stock of spare parts is kept as backup, the Company cannot assure that the provision of the necessary supplies will not be affected. Furthermore, the measures taken by foreign countries in which some of the Group’s supplies and spare parts are produced, may also affect the Group’s stock of spare parts. Any delay in the provision of essential equipment or supplies may affect the Group’s operations. Projects under construction/development COVID-19 outbreak has had an impact on the projects that were and are under construction. Therefore, there have been delays in the completion dates originally set. Since the issuance of Administrative Decision 468/2020 abovementioned, the project construction activities were resumed. This required the implementation of health safety measures according to the requests established and recommended by health authorities. Regard being had to the foregoing, a procedure and a protocol were drafted, which have to be complied with by the personnel, contractors and subcontractors. Regarding wind farm La Genoveva, on February 21, 2020, Vestas Argentina S.A. notified the Group that the COVID-19 outbreak affected its manufacturing activities worldwide, causing delays on the supply chain for the delivery of certain Chinese-origin manufacturing components required for the completion of the wind turbines. In its communication, Vestas Argentina S.A. did not specify the specific impact this situation may have on the agreed upon schedule. However, delays on the project’s completion are reasonably expected. The Group sent F-73 CENTRAL PUERTO S.A. a notice to CAMMESA reporting the updates received from Vestas Argentina S.A., in accordance with the force majeure clauses of the Supply of Renewable Electrical Energy entered into with CAMMESA described in Note 22.6, in order to avoid potential penalties should the project suffer unexpected and unforeseen delays. On April 7, 2020, CAMMESA acknowledged receipt of that notice and asked for a report on the consequences that the force majeure events have had on the schedule of the project. The construction of the wind farm has been resumed on April 9, 2020. Since then, the Company has sent to CAMMESA several notices informing: the impact this force majeure event had on the project and the measures taken within the COVID-19 protocol abovementioned; and, reaffirming the request to not receiving sanctions for the delays, as well as the request to obtain an extension in the commercial operation date of the wind farm. The main events impacting on the project execution schedule were the following: i) delays in the international manufacturing and delivery, ii) delays in the manufacturing and/or supply of local equipment, components and parts, iii) restrictions on the transport of material and components, iv) restrictions on the working methods due to compliance with COVID-19 health protocols that reduce the productivity of processes and tasks, and v) the borders lockdown that prevent foreign specialists from entering to conduct assembly or installation processes and for the start-up. In this regard, on June 10, 2020, the Secretariat of Energy ordered CAMMESSA to temporarily suspend the calculation of the terms set forth The effects of the COVID-19 crisis pose challenges to the beginning of works for closing of the combined cycle at the Brigadier López plant, delaying the start of construction of such project, not only because of the restrictions to the construction mentioned above, but also due to lower energy demand and difficulties to obtain the necessary financing for projects in the current market situation. F-74 CENTRAL PUERTO S.A. In Access to Capital Markets Due to the outbreak of COVID-19, access to the capital and financial markets in Argentina and/or in foreign markets may also be substantially reduced. Although cash flow and liquidity of the Group is deemed sufficient to meet the working capital, debt service obligations and capital expenditure requirements, any further deterioration of the current economic situation may result in a Natural gas distribution operating segment Additionally, the Covid-19 pandemic crisis may also affect the natural gas distribution associate’s income (ECOGAS Group). Although such economic activity was exempt from the Quarantine, the economic downturn as a consequence of this measure is expected to reduce the volumes distributed to the clients. Moreover, some measures adopted by the Argentine The Group will continue taking all the available measures to mitigate the effects that the Covid-19 pandemic crisis has or may have on the operations, the projects undergoing and the Group´s financial position. 26. Subsequent events No facts or operations, other than disclosed, occurred between the closing date of the fiscal year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||