2 | Central Puerto S.A. – Planta Brigadier López Ruta 11 Km 455 3017 Parque Industrial Sauce Viejo, Calle 8, Colectora Norte Santa Fe - Argentina | ● | | ISO 9001/2008: Certificate No. 01 10006 1629669 good through September 14, 2018 |
| ● | | OHSAS 18001/2007: Certificate No. 01 11306 1629669 good through July 13, 2019Generation of electric energy from: termal energy (gaseous and liquid fuls). |
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; |
| ● | | satisfy clients’clients’ requirements; |
| ● | | pursue ongoing improvement in processes; |
| ● | | safeguard people and our own and third party’sparty’s property; |
| ● | | make efficient use of resources; |
| ● | | preserve the ecological balance; and |
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: | ● | | Nuevo Puerto plant: Environmental Management System with ISO 14001/20042015 certificate and Quality Management System with ISO 9001/2015 certificate |
| ● | | Puerto Nuevo plant: Environmental Management System with ISO 14001/200420015 certificate and Quality Management System with ISO 9001/2015 certificate |
| ● | | Puerto combined cycle plant: Environmental Management System with ISO 14001/20042015 certificate and Quality Management System with ISO 9001/20082015 certificate |
From 2004 through 2015: IRAM Year 2016: TÜFrom 2016-2022: TÜV Rheinland
| ● | | LujáLuján de Cuyo plant: Environmental Management System with ISO 14001/20042015 certificate and Quality Management System with ISO 9001/20082015 certificate
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From 2004 through 2015: SGS Year 2016: TÜFrom 2016 through 2022: TÜV Rheinland
| ● | | Piedra del ÁguilaÁguila 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 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. |
From 20042019 through 2015: IRAM Year 2016: TÜ2022: TÜV Rheinland
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 “IITS”“IITS”); |
| ● | | 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 ENRE’sENRE’s resolutions, which are the last administrative remedies that can be filed in order to review the ENRE’sENRE’s resolutions (the next step is a judicial appeal); |
| ● | | exercising the duties of the Ministry of Energy and Mining within the Federal Electricity Council; and |
| ● | | administering the Provinces’Provinces’ Special Fund for Electricity Development created by Section 33 of Law No. 15,336. |
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 system’ssystem’s load center (market node); and |
| 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
CAMMESA’sCAMMESA’s operating costs are funded by means of the mandatory contributions of all WEM participants. Regulations
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 executiveExecutive branch may authorize a generation or distribution company or a Large User to build, at its own cost and for its own need, a transport network for which it will establish the modality and form of operation. |
| 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.” In accordance with the agreements for each project, after the first ten years of operation, ownership of the combined cycle plants will be transferred from the respective trusts to the operating companies, and the operating companies will begin to receive the revenue from the sale of energy generated by the plants. At such time, the ownership interests of the private sector generators in each operating company will be restructured based on the contributions made by each party.
In the initial stages of the FONINVEMEM, its purpose was to raise funds to finance two 800 MW combined cycle thermal generation plants (Central Termoeléctrica Manuel Belgrano and Central Termoeléctrica Timbúes). The construction, operation and maintenance of the plants was managed by trusts. The Argentine government must ensure the gas supply and the transmission capacity for such plants. The funds were provided by means of the assignment by WEM agents of a portion of their receivables from CAMMESA for electric power sales.
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 Ps.650 per MWh for GUMAs and GUMEs and has been maintained for large customers of distribution companies for their excess demand (Note No. 111/16 issued by the Secretariat of Electric Energy). |
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 CAMMESA’sCAMMESA’s dispatch requirements and must be adequate for the generator’sgenerator’s capacity. |
| 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 government, ENARSAGovernment, IEASA or other generation agents have an interest. |
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 Argentina’sArgentina’s electric power consumers, as minimum percentages of renewable energies electric power that they are required to consume as of December 31 of the following years: 8% for 2017, 12% for 2019, 16% for 2021, 18% for 2023, and 20% for 2025; |
| 2. | amends and expands the tax benefits for eligible projects; |
| 3. | establishes the Fondo para el Desarrollo de Energ’as Renovables (Fund for the Development of Renewable Energies, or the “FODER”) as a trust fund for which the Argentine governmentGovernment serves as the trustor, Banco de InversióInversión y Comercio Exterior (BICE) serves as the trustee and the owners of the approved investment projects are the beneficiaries. The trust fund must allocate the trust assets to extend credit, make capital contributions and acquire all such other financial instruments as required for the execution and financing of eligible projects involving electric power generation from renewable sources; and |
| 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 FODER’sFODER’s financing account to finance the development projects of the value chain of local production of power generating equipment, using renewable energy sources, parts or components. |
Tax Benefits Under Law No. 26,190 The former regime includes the following tax benefits: | ● | | Early refund of the VAT on the project’sproject’s new depreciable assets: the VAT as invoiced to the beneficiaries on the purchase, production, manufacture or final import of capital goods or the execution of infrastructure works shall be credited against other taxes by the AFIP as soon as at least three fiscal periods have elapsed, as counted from the fiscal period in which the investments were made, or it shall be recoverable in the term provided upon approving the project, under conditions and with the guarantees set forth in that respect. |
| ● | | 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 project’sproject’s execution. |
| 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 project’sproject’s commencement (inclusive of the first year). Excluded assets are those connected to the project subject to the Promotional Regime and included in the owner’sowner’s net worth after the approval of such project. |
| 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 governmentGovernment to develop a program for the efficient use of energy. |
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 are,were, or havehad simultaneously submitted an application to the Secretariat of Electric Energy to become, generation, co-generation or self-generation agents of the WEM under the terms of the Procedures. |
| 2. | Bids musthad to be for projects to install new generation capacity, in addition to the expected capacity for the period in which commercial operation of the project iswas committed. |
| 3. | Bidders maydid not have to offer pre-existing generation units that arewere connected to the SADI or units in which the power capacity being offered iswas already committed and partially performed under agreements approved by the former Secretariat of Electric Energy. If, in the case of the latter, there was no partial performance of the agreements and bidders submitted bids under Resolution No. 21, CAMMESA musthad to submit the matter to the former Secretariat of Electric Energy. |
| 4. | Bids maydid not have to commit, at each proposed connection point, a generation capacity lower than 40 MW and the net power of each generating unit for such location maydid not have to be lower than 10 MW. |
| 5. | The committed equipment musthad to be capable of running on two types of fuel and be able to operate on either of them as needed by the WEM economic dispatch. If there iswas ongoing and unlimited availability of a given fuel or if deemed logistically beneficial by the bidder, bidders mayhad to submit an alternative offer with generating equipment capable of running on a single type of fuel. |
| 6. | There iswas no pre-established ceiling for the capacity of power that cancould be offered and the location of the projects cancould be freely chosen, but both the capacity and the location of the projects will bewas limited by the capacity of the transmission system and the supply of fuel. |
| 7. | For each generating unit at the proposed interconnection spot, bidders musthad to offer a price for power availability (expressed in U.S. dollars per month) and a price for the electric power generated (expressed in U.S. dollars per hour), estimating the value of non-fuel related variables for each type of fuel on which the power station isplant was able to run and the related committed maximum specific consumption stated in kilocalories per kilowatt-hour. |
| 8. | Bidders arewere required to submit evidence of full compliance with applicable environmental laws, including but not limited to the related statement of Environmental Impact and Environmental Impact Study. |
| 9. | Bids musthad to be submitted in two envelopes. One envelope musthad to include technical information in connection with the availability of the power being offered. The other envelope musthad to include the bid price for the committed power availability and the electric power generated, the maximum specific consumption being offered, the committed due date by which the generation capacity being offered will bewould have been commercially available for service, the requested term for the contract, the bid bond and the pro forma guarantee of compliance with the committed due date. |
| 10. | Before submitting the bids, the Secretariat of Electric Energy maycould specify or supplement the contents of Resolution No. 21 and the information and documents to be submitted. |
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 shall relate to thermal power plants (i) currently existing 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 may not affect the current grid transmission capacity (being any required expansion to be borne by the bidder); (v) which have | 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. |
(b) Co-generation projects (i) must be efficient, (ii) shall not affect the current grid transmission capacity, (iii) shall guarantee its own principal and alternative permanent fuel supply, and (iv) must entail, in principle, a maximum construction term of 30 months. | c) | 15 year PPAs extension. |
(c) The PPAs will be for 15 years. | 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. |
(d) CAMMESA- will be the offtaker, acting on behalf of distributors and large users of the Argentine Wholesale Electricity Market. The PPAs may 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. |
(e) The generator will 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. |
(f) Prices under the PPAs shall be established in US dollars. However, CAMMESA shall 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). |
(g) Payments under the PPAs will benefit from a priority payment mechanism (equal | h) | Within three months after execution of the PPAs, CAMMESA had to the one established for the payment of fuel costs for power generation).(h) Within three months after execution of the PPAs, CAMMESA must constitute a Payment Guarantee Fund to guarantee the obligations undertaken under each PPA. It should cover six months of the estimated capacity payments under each PPA. The Secretariat of Electricity should cover six months of the estimated capacity payments under each PPA. The Secretariat of Electricity shall provide the specifics with respect to the Fund’s constitution and administration.
|
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 governmentGovernment to purchase the power generation or their assets upon material breaches of the contract that constitute ground for termination; the purchase price will be lower than the unamortized investment at the time the option is exercised; and (b) the owner of the project to sell the power generation or their assets upon the occurrence of any of the “grounds“grounds for put option”option” for a price, which in no case may exceed the unamortized investment at the time the option is exercised. |
| 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 governmentGovernment or the FODER with the beneficiaries of the Promotional Regime, alternative dispute resolution methods from Argentina or abroad can be included in the PPAs. |
| 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 government’sGovernment’s role in the FODER, establishing the Ministry of Energy and Mining as trustor and trustee of the FODER. It also granted power to the Minister of Energy and Mining (or his designee or replacement) to approve the trust agreement of the FODER and sign the trust agreement with the trustee. |
| 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 stationplant is permitted to operate in the WEM until the termination of the contractual term. |
| 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 seller’sseller’s contractual performance guarantee. |
| 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 FODER’sFODER’s escrow account. |
| 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: REM DIGO (Ps./month) = (DRP – DIGO) (MW) * kFM * PrecMinPot + DIGO (MW) * kFM * PrecPotDIGO 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: REM DIGO ($/month) = (DRP – DIGO) (MW) * kFM * PrecMinPot + DIGO (MW) * kFM * PrecPotDIGO
REM DIGO ($/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. TheAccording to such regulation, 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 comprisescomprised (i) a price for the monthly capacity availability, and (ii) a price for the power generated and operated.
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$/month) = Minimum Capacity Price * DispReal (MW) * kM where: kM = accounts for hours of the month minus agreed upon maintenance/scheduled maintenance hours of the month.
For thermal units that report the DIGO and DIGOasig, the Price for Total Available Capacity = Base Price + Additional Price, where: | ● | | If DispReal ≥ DIGO, then Base Price iswas equal to (DispReal – DIGO) * kM * Minimum Capacity Price + DIGO * Base Capacity Price * kM. |
| ● | | If DispReal < DIGO, then Base Price iswas equal to the greater of (i) REM MIN or (ii) DispReal * Base Capacity Price * kM * DispReal/DIGO. |
| ● | | Additional Price (REM ADC): |
| ● | | If DispReal – DIGO ≥ DIGOasig, Additional Price iswas equal to DIGOasig * Additional Capacity Price * kM. |
| ● | | If DispReal – DIGO < DIGOasig, then Additional Price iswas equal to 0. |
where: kM = accounts for hours of the month minus agreed upon maintenance/scheduled maintenance hours of the month. Hydroelectric Generation For hydroelectric units, the price for Available Capacity iswas calculated as follows: In thermal units, the price for total available capacity = Base Price + Additional Price, where:
| ● | | Base Price iswas equal to Base Capacity Price * (DispReal + agreed-uponscheduled maintenance), and |
| ● | | Additional Price iswas equal to Additional Capacity Price * DispReal |
Unlike thermal units, hydroelectric units charge for these items, whethereither dispatched or not (regardless of the reservoir level), to the extent they arewere not under forced unavailability. (2) Price for Generated and Operated Power | | | Generated power
| Operated power
| Unit | | | | | | | | | Natural gas
| Liquids
| Biodiesel
| Hydro
| Natural gas
| Liquids
| Biodiesel
| Hydro
| | | US$/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
| Unit | | 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 |
As a result of this resolution, the prices under Energía Base have increased significantly. However, such prices are still far behind those awarded during the most recent auctions of Resolution 21/2016 and Resolution 287/2017, as can be seen below:
Source: Central Puerto and Ministry of Energy
1Average of the prices of: large CC (>150MW), large steam turbine (>100MW) and small steam turbine (<100MW);2Weighted average by capacity
However, there is still a significant price gap between hydro and thermal generation as demonstrated below:
1Source: Central Puerto
2Energia Base prices starting November, 2017
3Includes remuneration for energy distributed and energy operated
The Previous Remuneration Scheme
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
| | 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:
| | | | | | Liquid fuels
| | Classification | | | | | Natural gas
| Oil and gas FO/GO
| Biofuel (BD)
| Carbon (C)
| | | | | | 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
| | | | 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 | | 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 | | | 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. |
| ● | | 51.10%54% of the energy supply is dependent on natural gas, despite significant restrictions imposed on electric power generators and the penetration of gas consumption in the energy market, which is higher than in most countries that have a large surplussurplus production of natural gas.
|
| ● | | 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 a nearly ever-increasingthe demand. |
| ● | | 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 usual.the usual trend, which was partially reverted during the 2017-2019 period. |
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 |
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 |
The following chart shows the development of electric power generation by type of source:
Source: CAMMESA The following chart shows the development of electric power generation capacity by type of source: 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: Daniel G. Gerold (G&G Energy Consultants)
The following chart shows the relationship between power demand and real GDP growth over the past two decades:
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: Daniel G. Gerold (G&G Energy Consultants) 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: Source: Daniel G. Gerold (G&G Energy Consultants)impact of COVID-19.
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. Source: Daniel G. Gerold (G&G Energy Consultants)8, 2018, without major demand restrictions.
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 |
Source: Daniel G. Gerold (G&G Energy Consultants)CAMMESA
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. Source: Daniel G. Gerold (G&G Energy Consultants)
Notwithstanding the official data of the nominal installed capacity for power generation that was detailed above, itIt is important to note that thisnot all the generation capacity is not actually available at times of peak demand. Both in summer and especially in winter, there is an effective generation capacity to meet the demand. The effective capacity available (which means the capacity actually available) is significantly lower than the nominal installed capacity.
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%. Source: Daniel G. Gerold (G&G Energy Consultants)
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 Due to the shortage of gas, there was an increase in the amount of alternative fuels used to generate electric power. After the winter of 2014, there was a sharp drop in international oil prices that led to reduced thermoelectric generation costs. Due to the shortage of gas, there was an increase in the amount of alternative fuels used to generate electric power, which since 2016, has been almost completely reverted, as shown in the chart above, mainly due to higher natural gas production from non-conventional oil fields. Thermoelectric generation is expected to continue to make up a larger portion of the energy mix in the coming six years as a result of the 2.9 GW of new electric generation capacity due to the energy emergency.capacity.
On November 16, 2016, the Secretariat of Electric Energy, pursuant to Resolution SEE No. 420-E/16, called for companies interested in developing or expanding thermal generation units to submit their preliminary proposals for new projects. The objective of the aforementioned resolution is to pursue projects that contribute to cost reduction in the WEM and an increase the reliability of the Argentine electric system.
According to the annex of Resolution SEE No. 420-E/16, the preliminary projects submitted must comply with certain terms and conditions. These terms define the specific categories of projects to be submitted, reference values regarding energy consumption efficiency and the required minimum power capacity.
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. BelowThe UIF is a summarydecentralized agency that operates with autonomy and financial independency under the Ministry of Economy, and its mission is to prevent and deter the crimes of money laundering and terrorist financing.
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:
1. imprisonment for a term of three (3) to ten (10) years and fines of two to ten times the amount of the operation shall be imposed. This penalty will be increased by one third of the maximum and half of the minimum, when:
(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. 2. the penalty provided in section (i) shall be increased by one third of the maximumReporting Subjects obliged to inform and a half of the minimum, when (a) the person carries out the act on a regular basis or as a member of an association or gang organizedcollaborate with the aim of continuously committing acts of a similar nature, and (b) the person is a governmental officer who carries out the act in the course of his duties; andUIF
3. ifThe AML/CFT Law, in line with international AML/CFT standards, not only designates the valueUIF as the agency in charge of the assets does not exceed Ps.300,000, the penalty shall be imprisonment for six (6) monthspreventing money laundering and terrorism financing, but also establishes certain obligations to three (3) years.
The Argentine Criminal Code also punishes any person who receives money or other assets from a criminal sourcevarious public and private sector entities and individuals, which are designated as Reporting Subjects (“Sujetos obligados”), which are legally bound to inform and collaborate with the purpose of applying them to a transaction, thereby making them appear to be from a lawful source.UIF.
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. According to the Anti-Money Laundering Law,regulations complementing it, the following persons, among others, must report toare Reporting Subjects before the UIF:
(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. Individuals and entities subject to the Anti-Money Laundering Law must comply with certain duties that include: (i) obtaining documentation from their customers that irrefutably evidences their identity, legal status, domicile, and other data stipulated in each case (know your customer policy); (ii) reporting any suspicious event or transaction (which according to the customary practices of the field involved, as well as to the experience and competence of the parties who have the duty to inform, are those transactions attempted or consummated that have been previously identified as unusual transactions by the legally bound reporting party, or have no economic or legal justification or are unusually or unjustifiably complex, whether performed on a single occasion or repeatedly (regardless of amount)); and (iii) abstaining from disclosing to customers or third parties any act performed in compliance with the Anti-Money Laundering Law. Within the framework of analysis of a suspicious transaction report, the aforementioned individuals and entities cannot refrain from disclosing to the UIF any information required from it by claiming that such information is subject to bank, stock market or professional secrecy, or legal or contractual confidentiality agreements. The AFIP shall only disclose to UIF the information in its possession when the suspicious transaction report has been made by such entity and refers to the individuals or entities involved directly with the reported transaction. In all other cases, the UIF shall request that the federal judge holding authority in a criminal matter order the AFIP to disclose the information in its possession.
In accordance with Resolution No. 229/2014 of the UIF, the Central Bank, the CNV, the Superintendence of Insurance of the Nation (Superintendencia de Seguros de la Nación) and the National Institute of Associativism and Social Economy (Instituto Nacional de Asociativismo y Economía Social) are considered “Specific Control Organs.” In such capacity, they must cooperate with the UIF in the evaluation of the compliance with the anti–money laundering proceedings by the legally bound reporting parties subject to their control. In that respect, they are entitled to supervise, monitor and inspect such entities, and if necessary, to implement certain corrective measures and actions. Resolution No. 121/2011 issued by the UIF, as amended (“Resolution 121”), is applicable to financial entities subject to the FIL, to entities subject to the Law No. 18,924, as amended, and to individuals and legal entitiespersons authorized by the Central Bank to intervene in the purchase and sale of foreign currency throughwith funds in cash or checks issued in foreign currency or through the use of creditdebit or paymentcredit cards or in the transfer of funds within or outside the national territory. Resolution No. 229/2011territory;
(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);
On August 2016,(ii) conduct due diligence procedure on their clients and report any suspicious operation or fact (which, in accordance with the usual practices of the area involved, as well as the experience and competence of the Reporting Subjects, are operations that are attempted or completed which were previously identified as unusual operations by the regulated entity, as well as any operation without economic or legal justification or of unusual or unjustified complexity, whether performed in isolated or repeated manner, regardless of the amount); and
(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. Resolution 121administrative penalties by the UIF and Resolution 229 set forth general guidelines in connection with the client’s identification (including the distinction between occasional and regular clients), the information to be requested, the documentation to be filed and the procedures to detect and report suspicious transactions.criminal penalties.
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. The CNV rules (as amendedEssentially, the aforementioned regulations (the consolidated texts of which were subsequently approved by UIF Resolution No. 156/18), change the formal regulatory compliance approach to a risk-based approach (“RBA”), based on the revised recommendations issued by the Financial Action Task Force (the “FATF”) in September 2013) include a specific chapter regarding “Prevention of Money Laundering and the Financing of Terrorism” and state2012, in order to ensure that the persons set forth therein (Negotiation Agents, Clearingimplemented measures are proportional to the identified risks. Therefore, the Reporting Subjects shall identify and Settlement Agents (which are stockbrokers), Distributionevaluate their risks and, Placement Agents, Managerbased on this, adopt measures for the management and Custody Agentsmitigation of Collective Investment Funds, Brokerage Agents, Collective Depositary Agents, issuerssuch risks, in order to more effectively prevent money laundering and terrorist financing. Likewise, the provisions of UIF Resolution No. 4/17 established the possibility of conducting special due diligence procedures with respect to capital contributions, irrevocable capital contributions for future capital increases or significant loans that have been made in its benefit, specifically with respectclients supervised abroad (formerly called “international investors”) and local clients who are Reporting Subjects to the identityUIF.
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. On February, 2016, the “National Coordination Programvoluntarily submitted under such system may be used for the Prevention of Asset Launderinginvestigation and the Financing of Terrorism” was created by Executive Decree No. 360/16 as an instrumentpunishment of the Ministry of Justice and Human Rights. This Program was assigned the duty to reorganize, coordinate and strengthen the national system for the preventioncrimes of money laundering and the financing of terrorism, taking in consideration the specific risks that might have an impact on Argentine territory and the global demand for a more effective compliance with international obligations and recommendations established under United Nations Conventions and the standards of the Financial Action Task Force (FATF). These duties will be performed and implemented through a National Coordinator appointed for this purpose. Also, applicable statutory rules were modified, and it was established that the Ministry of Justice and Human Rights will be the Argentine government’s central authority in charge of the inter-institutional coordination among all public and private agencies and entities with competent jurisdiction on this matter, while the UIF will retain the ability to perform operating coordination activities at the national, provincial and municipal levels in relation to matters strictly inherent in its jurisdiction as a financial intelligence agency.
In the context of the voluntary disclosure program under the Argentine tax amnesty, Law No. 27,260 and its regulatory decree No. 895/16 clarified thatterrorism. For such purpose, the UIF has the power to communicate information to other public intelligence and investigations entities,or investigation agencies, based on a priorprevious resolution from the president of the UIFUIF’s President and provided that there is reliableare serious, precise and consistent evidenceconcordant indications of the commission of certain crimes undermoney laundering and/or terrorism financing crimes. Furthermore, the Anti-Money Laundering Law. In addition, pursuantAFIP remains obliged to report to the UIF Resolution No. 92/16, reporting agents havesuspicious operations detected within the framework of the Tax Amnesty System and to implement a special risk management system. Furthermore,provide it implemented a special reporting system for operations carried out under the above-mentioned tax amnesty disclosure priorwith all information required by it, not being able to March 31, 2017.oppose fiscal secrecy.
Corporate Criminal Liability Law
On January 11, 2017,The Corporate Criminal Liability Law No. 27,401 sets forth a criminal liability regime applicable to legal entities involved in certain corruption offenses directly or indirectly committed in their name, on their behalf or in their interest and from which a benefit may arise. The individual offenders may be employees or third parties — even unauthorized third parties, provided that the UIF published Resolution No. 4/17 (“Resolution 4/17”), which allowscompany ratified the legally bound reporting parties detailed in subsections 1, 4 and 5 of section 20 of the Anti-Money Laundering Law, as amended, (the “Legally Bound Reporting Parties of Res. 4/17”), to apply special due diligence identification measures to foreign and national investors (which must comply with the requirements established by Resolution 4/17 to qualify) to Argentina when at-distance opening special investment accounts (the “Accounts”). The special due diligence regime shall not exempt the Legally Bound Reporting Parties of Res. 4/17 from monitoring and supervising the transactions performed during the course of the commercial relationship, according to a risk-based approach.act, even tacitly.
Resolution 4/17 also regulates the due diligence measures between legally bound financial reporting parties. It requires that when the opening of the accounts is requested by settlement and clearing agents, or the ALyCs, the local financial entity will have complied with current anti-money laundering and counter terrorist financing regulations after performing due diligence with respect to the ALyCs. The ALyCs shall be responsible for performing due diligence with respect to its customers. Resolution 4/17 expressly establishes that, even though the financial entities are not responsible for performing due diligence with respect to the ALyCs’ customers, they are not exempt from monitoring and supervising the transactions performed by their clients (the ALyCs) during the course of the commercial relationship, according to a risk-based approach.
Recently, the UIF published Resolution No. 30-E/17, which abrogated Resolution 121 and set the new guidelines that financial and foreign exchange entities must follow as legally bound financial reporting parties under the Anti-Money Laundering Law, based on the revised FATF recommendations of 2012, in order to adopt a risk-based approach. Resolution No. 30-E/17, effective as of September 15, 2017, determines the minimum compliance elements that must be included in a system for the prevention of money laundering and terrorist financing, such as the process of customer due diligence, training programs, operations monitoring, reporting of suspicious operations and non-compliance normative, among others.
Recently, the UIF published Resolution No. 21/2018 which states that reporting parties under Resolution No. 229 must evaluate their risks and adopt measures to mitigate them, in order to prevent money laundering as efficiently as possible. Within this framework, individuals are enabled to implement reputable technological platforms which allow carrying out long-distance procedures without the need to present documentation in person.
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. Organizational structure
The following diagram illustrates our organizational structure as of the date of this annual report. Percentages indicate the ownership interest held. (*) | Percentages indicate direct and indirect investments of the Company in DGCU and DGCE. | (**)(1) | 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 morefurther information, see “Item“Item 4.B. Business Overview—Overview—FONINVEMEM and Similar Programs.” |
| (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.” Item 4.D
Property, plants and equipment
| Item 4.D | Property, plants and equipment |
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: Continuing operations:2020:
Site | Plant | Unit
| Installed
capacityPlant
| TypeUnit
| Installed capacity
| Type
| Fuel type (if any)
| Puerto Complex | | | 1,7141,7447 | MW | | | | Puerto Nuevo plant | | 589 | MW | | | | | PN TV07PNUETV07 | 145 | MW | Thermal | NG / FO | | | PN TV08PNUETV08 | 194 | MW | Thermal | NG / FO | | | PN TV09PNUETV09 | 250 | MW | Thermal | NG / FO | | Nuevo Puerto plant | | 360 | MW | | | | | NP TV05NPUETV05 | 110 | MW | Thermal | NG / FO | | | NP TV06NPUETV06 | 250 | MW | Thermal | NG / FO | | Puerto combinedcyclecombined cycle plant | | 765798 | MW | | | | | CCCEPUCC GE | 765798 | 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 | | | 509 | MW | | | | Luján de Cuyo plant | | 509 | MW | | | | | Siemens combined cycleLDCUCC25 | 3065 | MW | Thermal | NG | | | ALSTOM TG23LDCUTG23 | 2322.80 | MW | Thermal | NG / GO | | | ALSTOM TG24LDCUTG24 | 2322.80 | MW | Thermal | NG / GO | | | MARELLI TV11LDCUTV11 | 60 | MW | Thermal | NG / FO | | | MARELLI TV12LDCUTV12 | 60 | MW | Thermal | NG / FO | | | ABB TG22LDCUTG22 | 3624.2 | MW | Thermal | NG / GO | | | CTRL HIDRÁULICA LDCUTG26 | 47.25 | MW | Thermal | NG / GO | | | LDCUTG27 | 48.07 | MW | Thermal | NG / GO | | | LDCUHI | 1 | MW | Hydroelectric | |
Discontinued operations:
Site | Plant | Unit | Installed
capacity
| Type | Fuel type
(if any)
| La Plata(1) Brigadier López | | | 128280.5 | MW | | | | Brigadier López plant | BLOPTG01 | 280.5 | MW | Thermal | NG / GO | Terminal 6 | Terminal 6 plant | TER6TG01 | 291 | MW | Thermal | NG/ GO | La Plata plantGenoveva | | 128 | 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 | TG GEACHIEO | 12848 | MW | ThermalWind | NG / GO |
(1) | 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”.Manque wind farm | 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, 2017 2020 | | | Lands and buildings | 323,731 8,352,907 | Electric power facilities | 1,504,183 28,767,973 | Wind turbines | 21,710,239 | Gas turbines | 2,813,452 1,038,135 | Construction in progress | 2,740,171 18,336,337 | Others | 50,191 981,104
| Total | 7,431,72879,186,695
|
For information on our plants under construction, see “Item 5.A Operating Results—Proposed Expansion of Our Generating Capacity.”
Item 5. Operating and Financial Review and Prospects
Item 5.A Operating | Item 5. | Operating and Financial Review and Prospects |
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 |
| | | | | | | 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). Sources: | Ministry of Public Works of Argentina, Banco de la Nación Argentina and Instituto Nacional de Censos y Estadísticas (INDEC).
| (1) | Variation provided by INDEC as of December, 2017. Real GDP data of 2011-2014 was restated by INDEC. | (2) | Calculations based on the nominal GDP in pesos as reported by INDEC in December 2017,2018, divided by the average nominal Ps./US$ exchange rate for each period as reported by the Banco de la NacióNación Argentina. |
(3) | (2) | Calculations for years 20112016 through 20162020 based on real gross domestic investment (pesos of 2004) and GDP as reported by INDEC in March 2017.2021 |
(4) | For 2015, data available until October 2015 (last published data). (3)
| The newly appointed INDEC authority, whichauthorities, that took office in December 2015, declared an emergency with respect to Argentina’sArgentina’s statistics system. In this respect, the INDEC’sINDEC’s website warns that the statistical information published from January 2007 through December 2015 should be considered with caution, except for that information which has been revised in 2016, as expressly stated in by the INDEC on its website. The INDEC, pursuant to the authority conferred by Regulations 181/15 and 55/16, initiated the research required in order to restore the regularity of procedures for data collection, its processing, the development of economic indicators and their dissemination. The CPI for 2016 contains the data from April to December 2016 (the only published data). |
(5) | (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 “Item“Item 3.D. Risk Factors—Factors—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.” 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, which we include here. |
(6) | (5) | Pesos to U.S. dollars exchange rate as quoted by the Banco de la NacióNación Argentina for wire transfers (divisas)(divisas). |
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 2016, Argentina’sArgentina’s GDP decreased 1.8%2.1%, primarily as the result of (i) an increase of 5.7%5.8% in imports of goods and services rather than consumption of internal production and (ii) a decrease of 4.9%5.8% in gross investments. These factors were partially offset by an increase of 5.3% in exported goods and services.
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. We believeIn addition, the COVID-19 crisis may reduce the possibility of new projects that aswould enable the use of December 2017 there were no objective conditions necessaryour gas turbines held in the suppliers´ facilities and in the facilities of our Nuevo Puerto power station.
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. Notwithstanding the above, in recent years, certain macroeconomic variables affecting our business, such as the cost of labor, the exchange rateworking capital, debt service obligations and capital expenditure requirements, any further deterioration of the Argentine peso tocurrent economic situation may result in a deterioration of the U.S. dollar and the pricesCompany´s finances, in a context of our inputs (e.g., lubricants, air filters and fuel filters, among others), have experienced significant annual changes, which, although they may not surpass the levels established in IAS 29, are significant and should be consideredlack of access or substantial reduction of credit availability in the assessment and interpretation of our financial performance reported in this annual report.markets.
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.” The devaluation of the peso with respect to the U.S. dollar exceeded 32.6% in 2013 and 31.2% in 2014. In 2015, the peso lost approximately 52% of its value with respect to the U.S. dollar, including an approximately 10% devaluation from January 1, 2015 to September 30, 2015 and a 38% devaluation during the last quarter of the year, primarily concentrated after December 16, 2015 as a consequence of the Macri administration’s elimination of a significant portion of foreign exchange controls. The devaluation of the peso with respect to the U.S. dollar totaled 21.86% in 2016, and 17.36% in 2017.2017, 102.16% in 2018, 58.86% in 2019 and 40.67% in 2020.
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: | | | | | | | | | | | | | 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, and Resolution No. 19/2017. | (2) | Includes (i)2017, and Res. SE 1/2019, Res SE 31/2020 (ii) spot sales of energy and power to CAMMESA not remunerated under Resolution No. 95 and (ii)(as amended), (iii) remuneration under Resolution No. 724/2008 relating to agreements with CAMMESA to improve existing Argentine power generation capacity.capacity and (iv) income related to Res. SEE 70/18. 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—The National Program.”
|
(3) | (2) | Includes (i) term market sales under contracts, and (ii) energy sold under the Energía Plus, contracts under the MATER framework and (iii) RenovAr Program sales under contracts (for morefurther information regarding term market sales under contract, see “Item 4.B. Business Overview—Our Customers”) (for more information regarding term market sales under contract, see “Item 4.B. Business Overview—Our Customers”). |
(4) | (3) | Includes steam sold under steam sale contract with YPF from the Luján de Cuyo Plant. |
In the year ended December 31, 2016, we sold over 95% of the electric power we generated and derived 87.42% of our revenuesBeginning in February 2020, sales under contracts are regulated by Resolution 31/20. From February 2019 to January, 2020, sales under the Energía Base were regulated by Resolution SRRyME No. 1/19, from February 2017 to February 28, 2019, sales under the Energía Base were regulated by the Resolution SEE No. 19/17, which was established underreplaced Resolution SE No. 95/13, as modified by Resolution SE No. 529/14, Resolution SE No. 482/15 (the “Resolution“Resolution No. 482”482”) and Resolution SEE No. 22/16. Since February 2017, sales under the Energía Base have been regulated by the Resolution SEE No. 19/17, which replaced the aforementioned resolutions16, and denominated the relevant rates in U.S. dollars. In the year ended December 31, 2017,2018, we sold over 98.97%97.68% of the electric power we generated and derived 86.89 %88.80% of our revenues under the Energía Base. In the year ended December 31, 2019, we sold over 92.37% of the electric power we generated and derived 76.14% of our revenues under the Energía Base. In the year ended December 31, 2020, we sold over 85% of the electric power we generated and derived 45.85% of our revenues under the Energía Base. We also continue to sell a portion of electric power in the spot market under the regulatory framework established prior to the Energía Base and receive remuneration from CAMMESA under Resolution No. 724/2008, relating to the repayment of maintenance expenses.Base. For further information see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.”
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: ●
Payments based on machine availability: Generators were remunerated monthly based on the availability of generating units during certain hours of the day when the generators are needed according to a pre-established fixed rate per MW. The applicable tariff varied based on the type and scale of the technology and was reduced for those generating units that had not reached the targeted availability. This concept related to “fixed cost remuneration” described under “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Previous Remuneration Scheme.” Remuneration for sales under this concept were paid in cash within the timeframes indicated below under “—Credit Risk.”
●
Payments based on generation of each unit: Generators were remunerated monthly based on a fixed rate per MWh that varies according to the type and size of technology and the fuel used to generate energy. This concept related to “variable costs remuneration” and “additional remuneration” described under “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Previous Remuneration Scheme” Remuneration for sales under this concept were paid in cash within the timeframes indicated below under “—Credit Risk.”
●
Non-recurring maintenance remuneration: Generators were remunerated monthly according to a pre-established fixed rate per MWh that varies based on the type and scale of the technology used to generate electric power. Remuneration under this concept created a credit in favor of the generator, which accumulates every month in the form of LVFVD. Once approved by the regulator, the generator could carry out non-recurring maintenance on the generating units, which maintenance is financed by CAMMESA under Resolution No. 146/2002 (“Resolution 146”), and may repay such financing through cash or settlement with the outstanding LVFVD under this “non-recurring maintenance remuneration.” For more information, see “—Indebtedness—Borrowings and prepayments by CAMMESA” below.
●
Additional trust remuneration for financing new projects: Generators were remunerated monthly based according to a pre-established fixed rate per MWh that varies based on the type and scale of the technology used to generate electric power. Remuneration under this concept created a credit in favor of the generator, which accumulates every month in the form of LVFVD. This credit could be used by the generator to execute new projects approved by the Argentine government. This concept relates to “additional remuneration” described under “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Previous Remuneration Scheme.”
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.” Below are details of the price adjustments affected by Resolution SEE No. 22/16 compared to the prices that were effective in 2015:
| | | Unit | Power (MW) | | 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 | | | | | Unit | | | | | Res. 482/15 vs. Adjustment | | | | 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 | | | | 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 2017.2020. |
| (2) | Generation data for 2017.2020. |
| (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.
As a result of the aging, obsolete existing installed capacity and the absence of investment in new capacity over recent years, electric power generation is currently substantially below demand during peak periods, requiring imports of electric power from neighboring countries and programmed blackouts for certain residential areas and industries, although this is often due to distribution limitations rather than limitations in the generation capacity. For example, according to data from CAMMESA, during the historical peak demand experienced on February 24, 2017 (25.68 GW), imports ofrenewable energy totaled 0.93 GW on such date. To illustrate the considerable narrowing of the demand/supply gap, in 2003, the average annual available capacity was 21.07 GW, which was 46.7% higher than the peak demand of 14.36 GW for such year. In 2016, on the other hand, the average annual available capacity was 27.35 GW (from total installed capacity of 33.9 GW largely as a result of aging, obsolete and unavailable machinery), which is 7.68% higher than the peak demand of 25.4 GW in such year, when consumption was limited by imposed restrictions. However, according to data from CAMMESA, during the peak demand of that year, experienced on February 12, 2016 (25.3 GW), imports of energy totaled 1.8 GW.
Both installed capacity and the energy generated annually must grow considerably in order to replace the aging, obsolete generating units in the market and supply an increase in demand that we estimate, based on historical CAMMESA data, to be approximately 3% annually. As detailed below, we aim to deepen our market share with our own expansion projects of installed capacity.units.
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. Proposed Expansion of Our Generating Capacity
The chart below shows the evolution of our power generating capacity since 1990:2016: Source: Central Puerto | (1) | 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. Information4.A. History and development of the Company—Recent Developments—La Plata Plant Sale”.Sale.” |
| (2) | On June 14, 2019 we purchased the Brigadier López plant. |
The chart below shows the evolution of the power generating capacity operated by us since 1990, (including plants under the FONINVEMEM program, in MW):
Installed gross operated capacity consolidation and growth (including plants under the FONINVEMEM program, MW)1
Source: Central Puerto
(1)
Assumes 100% of the capacity of each plant
(2)
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”.
(3)
Central Puerto owns equity stakes in the companies that operate the plants built under the FONINVEMEM.
As of the date of this annual report, we have an aggregate installed generating capacity of 3,6634,709 MW. GivenCurrently, although power capacity is considered to be enough to supply the narrowing gap between demand, and supply, there is a critical need for the incorporation of new efficient capacity in Argentina. As a result, the Argentine government has started a bidding process for new generation projects,Argentina, from both from conventional and renewable sources. In this context, one of our objectives issources, in order to incorporate a significant amount of additional capacity into the system to widen the demand and supply gap in the near term.replace old inefficient units.
With this objective,In recent years, we acquired four heavy-duty, highly efficient gas turbines (one GE gas turbine with capacity of 373 MW, two Siemens gas turbines, each with capacity of 298 MW, and one Siemens gas turbine with capacity of 286 MW). Additionally, we have also acquired 130 hectares of land in the north of the Province of Buenos Aires, in a convenient location for fuel delivery and future potential connection to power transmission lines.
These assets will potentially allow us to develop new power capacity that could add 1,255 MW to our total installed capacity through one However, we cannot predict if or more projects under a simple cycle configuration. For example, we plan to use the Siemens gas turbine with a capacity of 286 MW, for the Terminal 6 San Lorenzo co-generation project described below. Our objective is to present a bid for new generation capacity, through one or more projects, using the remaining three mentioned units and the aforementioned land, in which we have already invested US$134 million, in future bidding processes established bywhen the Argentine government. In addition, asGovernment will open new auctions of new capacity and because of the date of this annual report,competition among generation companies in these auction processes, we have already paid SEK$381.37 million (which, converted atcannot predict whether we will be awarded the exchange rate quoted by the Central Bankprojects and whether we will be able to utilize these assets 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.
On November 16, 2016 the Secretariat of Electric Energy, pursuant to Resolution SEE No. 420-E/16, called for companies interested in developing or expanding thermal generation units to submit their preliminary proposals for new projects. The objectives of the aforementioned resolution is to pursue projects that contribute to cost reduction in the WEM and an increase the reliability of the Argentine electric system.intended.
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 | Luján de Cuyo
| Location | San Lorenzo, Province of Santa FéFe (within the Terminal 6 agroindustrial complex) | Committed Commercial operation date(1) | Luján de Cuyo, Province of Mendoza(within our Luján de Cuyo plant) September 2020 | Expected commercial operation date (1)
| May 2020 | November 2019 | Estimated total capital expenditure (excluding VAT)(2) | US$284 million | US$91 million | Awarded electricpower capacity | 330 MW (for the winter) 317 MW (for the summer)
| Expected/current power capacity(2) | 93391 MW (for the winter)
89 MW (for the summer)
| Technical configuration | Co-generation system with one gas turbine and one steam turbine | Co-generation system with two gas turbines | Electric energy segment: | | | Awarded electric capacity price per MW of installed capacity | US$17,000 per month | US$17,100 per month | 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 | US$8.00 per MWh | Contract length | 15 years | 15 years | PPA signing date | January 4, 2018 | January 4, 2018 | Steam segment: | | | Steam production capacity | 350 tons per hour | 125 tons per hour | Steam buyer | T6 Industrial S.A. | YPF | Contract length | 15 years | 15 years |
(1)
The commercial operation date (COD) committed with CAMMESA is May 22, 2020 in the case of Terminal 6 San Lorenzo, and November 22, 2019 in the case of Luján de Cuyo.
In addition, we are developing three Wind Projects in Argentina with the following characteristics:
| 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 |
| La Genoveva I | Location(1) | Province of Buenos Aires | ExpectedThe original commercial operation date (2) | (COD) committed with CAMMESA for Terminal 6 San Lorenzo wase May 22, 2020 | Estimated On December 18, 2019, CAMMESA and the Company entered into an amendment to the Terminal 6 San Lorenzo PPA, signing date | May 2018 | Estimated total capital expenditure (including VAT) | US$105 million | Awarded electric capacity | 86.6 MW | Awarded electric capacity price per MWhestablishing a New Committed COD, for September 1, 2020 (see more information in this section). Due to uncertainties mentioned in this annual report (see Item 3D. Risk Factors—Risks Relating to our Business Factors beyond our control may affect or delay the completion of installed capacity | US$40.90 per MWh | Expected contract length | 20 years, starting from commercial operation | Numberthe awarded projects, or alter our plans for the expansion of generators | 25 | Capacity per unit | 3.46 MWour existing plants) we cannot estimate if the New Committed COD would be timely met. On March 27, 2020, we informed CAMMESA of this circumstance in order to avoid potential penalties should the project suffer unexpected and unforeseen delays. |
(1)
The commercial operation date (COD) committed with CAMMESA is August 26, 2018 in the case of La Castellana, and September 29, 2018 in the case of Achiras.
| (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. |
(2)
The commercial operation date (COD) committed with CAMMESA in the case of La Genoveva I is 720 days after the PPA signing date, which is expected to be signed during May 2018.
| (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. |
In connection with both the La Castellana Project and Achiras Project, we have already obtained energy production assessments prepared by an independent expert, regulatory approvalsThe COD of the environmental impact studies, relevant municipal qualifications and regulatory approvals ofTerminal 6 San Lorenzo project was originally scheduled for May 22, 2020. On September 2, 2019, pursuant to Resolution SRRYME 25/2019, the electrical studies in connectiongeneration companies that had projects under construction under Resolution SEE No. 287-E/17 were invited to confirm their expected COD, which will become the New Committed COD (in Spanish, Nueva Fecha de Habilitación Comercial Comprometida or NFHCC). If generator decided to inform a New Committed COD, they would not have been subject to penalties under the PPA contracts entered into with access toCAMMESA, unless the transmission network. In addition, we have a usufruct overactual COD exceeded the land in the Province of Buenos Aires to be used for our La Castellana Project, and we own the necessary land in the Province of Córdoba to be used for our Achiras Project. We have begun construction of the facilities and have executed contracts with suppliers to acquire and maintain the wind turbines for both projects.New Committed COD.
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.” Furthermore, in October 2017, the Undersecretariat of Public-Private Participation launched an auctionprojects, or alter our plans for the construction of 2,825 km of transmission lines, a crucial step for the development of the expansion of the electric energy sector.our existing plants.”
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. Revenue Recognition
Revenue from ordinary activities is recognized to the extent that it is probable that the economic benefits will flow to us and the revenue can be reliably measured, regardless of when the payment is being made by the customer. Revenue is measured at the fair value of the consideration received or receivable, considering the agreed-upon payment terms and excluding taxes or duties.
Revenue from the sale of energy is calculated at the prices established in the relevant agreements or at the prices prevailing in the electric power market, pursuant to current regulations. They include revenues from energy provided and not billed, until after the end of the reporting period, valued at the prices defined in agreements or in the relevant regulations for each fiscal period.
Management is required to make assumptions about timing of collection for those receivables without a fixed date of collection, which is subject to change from period to period. Collection of the principal and interest on these receivables is subject to various business risks and uncertainties including, but not limited to, the completion and operation of power plants which generate cash for payments of these receivables, regulatory changes that could impact the timing and amount of collections and economic conditions in Argentina. Our collection estimates are based on assumptions that we believe to be reasonable, but are inherently uncertain. We accrue interest on the accounts receivable with CAMMESA once the recognition criteria have been met.
In 2010, we entered into the CVO agreement with the Secretariat of Electric Energy. The CVO agreement established, among other agreements, a framework to determine a mechanism to settle unpaid trade receivables as per Resolution SE No. 406/03 accrued over the 2008-2011 period by the generators (the “LVFVD 2008-2011 receivables”), and for that purpose, enabling the construction of a thermal combined cycle plant named CVOSA. We are entitled to receive payment for the LVFVD 2008-2011 receivables in the form of 120 equal, consecutive monthly installments bearing interest at the 30-day LIBOR plus 5.00%. Further, the receivables, which are currently denominated in pesos, will be converted into U.S. dollars at the U.S. dollar to peso exchange rate effective at the date of the CVO agreement, except for the receivables that accrued after the execution of the CVO agreement, which will be converted into U.S. dollars at the exchange rate effective at the due date of each monthly sale transaction. We have not recognized interest on these receivables or the foreign exchange effect to recognize the receivables in U.S. dollars due to uncertainties in the application of the agreement terms by CAMMESA because the agreement included conditions precedent to complete the combined-cycle project and obtain the related regulatory approvals, which as of December 31, 2017, had not been met yet.
Effective as of March 20, 2018, CAMMESA granted the Commercial Approval to the thermal plant Central Vuelta de Obligado. The effects ofthe foregoing will be recognized by us in our interim financial statements as of and for the three-month period ended March 31, 2018. See “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.
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. ProvisionAs of December 31, 2020, the Siemens generation groups were classified as property, plant and equipment available for Legal Claimssale, since the conditions described in Note 2.2.19 of the financial statements for the year ended December 31, 2020 were fulfilled as of that date.
InTurbines, Thermal Station Brigadier López and Luján de Cuyo Combined Cycle Power Plant belong to the ordinary course of business, we are exposed to claims of different natures (e.g., commercial, labor, tax, social security, foreign exchange or customs claims)electric power generation from conventional sources operating segment.
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. The provision for legal claims reflects a reasonable estimationSince amendments are applied prospectively to the transactions or other events that losses will be incurred, basedoccur on information available to management at the date of the financial statements, and taking into account our litigation and resolution/settlement strategies. Existing circumstances and assumptions, however, may change due to changes in circumstances arising beyond our control.first application or later, the Company has not been affected by these amendments on the transition date.
Employees’ Long-Term Benefits
WeAmendments to IAS 1 and to IAS 8: Definition of material
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. Remeasurement profits and losses are fully recognized in other comprehensive income/loss for the period in which they occur and are immediately charged to retained earnings, and will not be reclassified to income in subsequent periods.
JOBS Act of 2012
The Jumpstart Our Business Startups Act of 2012 (the JOBS Act) permits an EGC such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected not to take advantage of the extended transition period to comply with new or revised accounting standards; however, we have elected to adopt certain of the reduced disclosure requirements available to EGCs.Company.
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. IFRS 9—Financial InstrumentsClassification of debts as current and non-current (amendment to IAS 1)
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.
The new standard replaces previous versions and is effective for periods beginning on January 1, 2018.
The Company has analyzed financial assets and liabilities as of December 31, 2017 so asThese amendments are not expected to determine the impact of the classification and measurement on their consolidated financial position and its results. Finally, management has assessed that the adoption of IFRS 9 will not have a materialsignificant impact on the Company.
IFRS 15—Revenue from Contracts with CustomersNIC 37: “Onerous contracts: Cost of fulfilling a contract”
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. Step 1: IdentifyAmendments are effective for the contract with a customer.annual periods commencing as from January 1, 2022.
Step 2: IdentifyThese modifications are not expected to have a significant impact on the performance obligations in the contract.Company.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction priceInterest Rate Benchmark Reform – Phase 2: Amendments to each performance obligation.
Step 5: Recognize revenue when (or while) a performance obligation is satisfied.IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
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. Pursuant to IFRS 15, a system on the allocation of the transaction price to each performance obligation is established. According to such standard, the Company shall recognize revenue when a performance obligation is satisfied, i.e. every time “control” over those goods and services is transferredCVO Agreement, mentioned in Note 1.2.a to the customer.
Note 5 to the auditedaccompanying consolidated financial statements, includesand outstanding loans with maturity dates after 2021, which were indexed to the main sources of income from ordinary activities of the Company.LIBOR.
After carrying out their analysis, the management of the Company concluded that the current revenue recognition practices, which are governed by the current IFRS, are consistent with the requirements of IFRS 15.
In turn, the Company will apply IFRS 15 to all periods beginning on January 1, 2018. For such purpose, it will apply the modified retrospective approach. Therefore, it should there be necessary, the accumulated effect of the initial application of this standard will be retrospectively recognized as an adjustment to the initial balance of accumulated retained income as at January 1, 2018 and the comparative information will not be adjusted.
It is important to highlight the fact that IFRS 15 standard requires greater estimates and professional judgments than the applied in the current accounting standards. Additionally, IFRS 15 requires greater disclosures in the financial statements.
Accordingly, IFRS 15 requires a separate presentation of assets and liabilities of contracts and trade receivables in the consolidated statement of financial position.
IAS 7—Disclosure Initiative—Amendments to IAS 7
The amendments to IAS 7, Statement of Cash Flows, require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. On initial application of the amendment, entities are not required to provide comparative information for preceding periods. These amendments are effective for annual periods beginning on or after 1 January 1, 2017, with2021 and early adoptionapplication is permitted.
The Company has provided the information in note 14.5 to the audited consolidated financial statements.
IAS 12—Recognition of Deferred Income Tax Assets for Unrealized Losses—Amendments to IAS 12
The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.
Entities are required to apply the amendments retrospectively. These amendments are effective for annual periods beginning on or after January 1, 2017 with early adoption permitted.
These amendments had no impact on our audited consolidated financial statements.
IFRS 16—Leases
In January 2016, the IASB issued the final version of IFRS 16 and it replaces IAS 17 Leases, IFRIC 4 Determining whether an arrangement contains a lease, SIC-15 Operating leases-incentives and SIC-27 Evaluating the substance of transactions involving the legal form of a lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions leases of “low-value” assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognize a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right to-use asset). Lessees will be required to separately recognize the interest expense on the lease liability and the depreciation expense on the right of-use asset.
Lessor accounting under IFRS 16 is substantially unchanged from today’s accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases. IFRS 16 also requires lessees and lessors to make more extensive disclosures than under IAS 17. IFRS 16 is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted, but not before the entity applies IFRS 15. A lessee can choose to apply the standard using either a full retrospective or modifies retrospective approach.
The Company has not yet determined what impact, if any, the adoption of the new standard will have on its audited consolidated financial statements.
IFRIC 22 - Foreign Currency Transactions and Advance Consideration
This interpretation clarifies the “transaction date” for the purpose of determining the exchange rate to use on initial recognition of a related asset, expense or income, when an entity has received or paid in advance in foreign currency. It applies to transactions in foreign currency when an entity recognizes a non-monetary assets or liability derived from the reception or payment in advance before initial recognition of a related asset, expense or income.
In order to determine the exchange rate to use on initial recognition of an asset, expense or income, the transaction date is the date on which a non-monetary asset or liability derived from reception or payment in advance is recognized.
It is effective for periods beginning on January 1, 2018. Application may be retroactive or prospective since i) the beginning of the application period or ii) the beginning of a previous comparative period.
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. IFRIC Interpretation 23—Uncertainty over Income Tax Treatments
In June 2017, the IASB issued IFRIC Interpretation 23 - Uncertainty over Income Tax Treatments. The Interpretation clarifies application of recognition and measurement requirements in IAS 12 Income Taxes when there is uncertainty over income tax treatments. The Interpretation specifically addresses the following: (a) whether an entity considers uncertain tax treatments separately, (b) the assumptions an entity makes about the examination of tax treatments by taxation authorities, (c) how an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates and (d) how an entity considers changes in facts and circumstances. IFRIC 23 is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted.
The Company has not yet determined what impact, if any, the adoption of the new interpretation will have on its audited consolidated financial statements.
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.” | | | | | | | | | 2017/2016 | 2016/2015 | | | | | | | | | | | 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 | | | | | | | 2017/2016 | 2016/2015 | | | | 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% |
| | | | | | | | | | | | 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) | For 2015, 2016 and the month of January 2017, includes additional trust remuneration revenues in the form of LVFVD from CAMMESA, and non-recurring maintenance remuneration revenues in the form of LVFVD from CAMMESA. See “—Our Revenues—The Energía Base.”
| (2) | 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. 19/2017 and 95/2013 and (ii)95 (as amended), (iii) remuneration under Resolution No. 724/2008 relating to agreements with CAMMESA to improve existing Argentine power generation capacity. See “Itemcapacity and (iv) income under Res. SEE 70/18 (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—Sector—Remuneration Scheme—The National Program.Previous Remuneration Schemes—Resolution SEE 70/18—Option to purchase fuel for units under Energía Base Regulatory Framework.” ). |
(3) | (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 morefurther information regarding term market sales under contract, see “Item 4.B. Business Overview—Our Customers”) (for morefurther information regarding term market sales under contract, see “Item“Item 4.B. Business Overview—Our Customers”Customers”). |
(4) | (3) | Includes steam sold under steam sale contract with YPF from the Luján de Cuyo Plant. |
20172020 Compared to 20162019
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 66.18%Base regulatory framework (and other related concepts) amounting to Ps. 1.3 billion during 2020, compared to Ps. 14.9 billion in 2019 (when Res. 70/18 was in force). Also, revenues were negatively impacted by a price reduction due to Res. 31/2020. |
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 Ps.5.18Ps. 37.27 billion during the year ended December 31, 2017,2019, compared to Ps.3.11Ps. 26.53 billion during the year ended December 31, 2016, primarily attributable to (a)2018, mainly explained by (i) an increase in the prices granted by Resolution SEE No. 19/17, adoptedexchange rate for 2019 higher than the inflation for the period, which impacted directly on tariffs set in February 2017, as compared to those granted by Resolution SEE 22/16, with effect asU.S. dollars, in terms of February 2016, eachArgentine pesos current at the end of the reporting period. As a reference, during 2019, the foreign exchange rate increased 58.86 % and the inflation rate was 53.83%, while during 2018 the foreign exchange rate increased 102.2% and the inflation rate was 47.64%, (ii) an increase in fuel remuneration for capacity and electric power soldunits under the Energía Base. See “—Factors Affecting Our Results of Operations—Our Revenues—The Energía Base” regulatory framework (and other related concepts), and,which amounted to a lesser extent, (b) a 6.78% increase in the quantity of energy sold under this framework (15,557 GWhPs. 14.88 billion during the year ended December 31, 2017, as2019 (see “Item 5.A.—Factors Affecting Our Results of Operations—Our Revenues—The Energía Base”), compared to 14,569 GWhPs. 4.07 billion during the year ended December 31, 2016); |
| 2. | a 104.35%2018. The increase in our revenues from electric power sold onunder Energía Base was partially offset by the spot market,tariff decrease established by Res. 1/19, which amounted to Ps.472.45 millionset lower prices for energy generation and generation availability than from that applied during the year ended December 31, 2017, compared to Ps.231.19 million during the year ended December 31, 2016, primarily attributable to (a)2018. | 2. a 10.83% devaluation of the peso compared to the U.S. dollar, calculated as the average exchange rate for the year ended December 31, 2017 compared to the average exchange rate for the year ended December 31, 2016, which impacted income from remuneration under Resolution No. SE 724/08 relating to agreements with CAMMESA, which are denominated in U.S. dollars; (b) a Ps. 143 million one-time revenue under Resolution No. 724/2008 during 2017; (c) a 100% increase in the prices that we charge CAMMESA for primary and secondary frequency regulations services which we provide, such increase in prices being due to Resolution SEE 20/17 going into effect as of February 2017 and (d) a 18.19% increase in primary and secondary frequency regulation services (measured in MWh) provided to CAMMESA; |
| 3. | a 54.93%432.83% increase in our revenues from sales under contracts (including the Energía Plus contracts, which are denominated in U.S. dollars), which amounted to Ps.167.12 millionPs. 10.01 billion during the year ended December 31, 2017,2019, compared to Ps.107.87 millionPs. 1.88 billion during the year ended December 31, 2016,2018, primarily attributable to (a) an 9.71%Ps. 4.74 billion in revenues from the Brigadier Lopez plant, which we acquired in 2019, (b) the commencement of operations during 2019 of the co-generation project Luján de Cuyo, which generated revenues totaling Ps. 797.62 million, (c) the commencement of operations during 2019 of the wind farm projects La Castellana II, La Genoveva II and Manque, which generated Ps. 533.45 million in revenues, in the aggregate, and (d) a 58.86% devaluation of the peso comparedwith respect to the U.S. dollar calculated asin 2019, offset by an inflation rate of 53.83% during 2019, while during 2018 the averageforeign exchange rate forincreased 102.2% and the year ended December 31, 2017 compared to the average exchangeinflation rate for the year ended December 31, 2016, and (b) the amount of energy sold under contracts increased by 28.01% (the price per unit in U.S. dollars has not changed)was 47.64%; and |
| 4. | 3. a 30.37%14.88% increase in our revenues from steam sales to YPF from our Luján de Cuyo Plant, which amounted to Ps.141.20Ps. 591.73 million during the year ended December 31, 2017,2019, compared to Ps.108.31Ps. 515.09 million during the year ended December 31, 2016,2018, primarily attributable to (a) an 9.71%a 58.86% devaluation of the peso comparedwith respect to the U.S. dollar calculated asin 2019, offset by an inflation rate of 53.83% during 2019, while during 2018 the averageforeign exchange rate forincreased 102.2% and the year ended December 31, 2017 compared to the average exchangeinflation rate for the year ended December 31, 2016 (the price per unit in U.S. dollars has not changed)was 47.64%, and (b)by a 5.63% increase6.48% decrease in the quantity of steam sold (1,177,661(1,031,044 tons in 20172019 as compared to 1,114,9081,102,515 tons during the year ended December 31, 2016)in 2018). |
2016 Compared to 2015
Revenues from continuing operations in 2016 totaled Ps.3.56 billion, a 34.23% increase from Ps.2.65 billion in 2015. This increase was primarily attributable to:
| 1. | a 34.42% increase in our revenues from electric power sold under the Energía Base, which amounted to Ps.3.11 billion in 2016, compared to Ps.2.32 billion in 2015, primarily attributable to an increase in the prices granted by Resolution SEE No. 22/16 adopted in March 2016, with retroactive effect as of February 2016, each for capacity and electric power sold under the Energía Base. See “—Factors Affecting Our Results of Operations—Our Revenues—The Energía Base.” This increase was partially offset by a 13.95% decrease in the quantity of energy sold under this framework (14,621 GWh in 2016, as compared to 16,991 GWh in 2015), mainly due to less water availability in our Piedra del Águila plant;
|
| 2. | a 22.01% increase in our revenues from electric power sold on the spot market, which amounted to Ps.231.19 million in 2016, compared to Ps.189.49 million in 2015, primarily attributable to (a) a 60.17% devaluation of the peso compared to the U.S. dollar, calculated as the average exchange rate for 2016 compared to the average exchange rate for 2015, which impacted the income from remuneration under Resolution No. SE 724/08 relating to agreements with CAMMESA which are denominated in U.S. dollars, which was partially offset by a (b) a 23.75% decrease in power reserve and frequency regulation services provided to CAMMESA for Ps.70.49 million in 2016, compared to Ps.92.44 million in 2015; |
| 3. | a 12.27% increase in our revenues from sales under contracts (including Energía Plus contracts, which are denominated in U.S. dollars),which amounted to Ps.107.87 million in 2016, compared to Ps.96.08 million in 2015, primarily attributable to (a) a 60.17% devaluation of the peso compared to the U.S. dollar, calculated as the average exchange rate for 2016 compared to the average exchange rate for 2015, which was partially offset by (b) a 31.20% decrease in the quantity of energy sold in the spot market (127 GWh in 2016, as compared to 184 GWh in 2015) – prices denominated in dollars remained stable; and |
| 4. | a 149.95% increase in our revenues from steam sales to YPF from our Luján de Cuyo Plant, which amounted to Ps.108.31 million in 2016, compared to Ps.43.33 million in 2015, primarily attributable to (a) a 60.17% devaluation of the peso compared to the U.S. dollar, calculated as the average exchange rate for 2016 compared to the average exchange rate for 2015, (b) a 53% increase in the price per ton of steam at our Luján de Cuyo plant (US$6.41 per ton in 2016 as compared to US$4.18 per ton in 2015), and (c) a 4.20% increase in the quantity of steam sold (1,114,908 tons in 2016 as compared to 1,069,967 tons in 2015).
|
Cost of Sales from continuing operations | | | | | | | | | 2017/2016 | 2016/2015 | | | | | | | | | | | 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 2017 Compared to 2016
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 Ps.219.05 million,Ps. 9.55 billion, or 77.48%207.71%, increase in consumptionpurchases of production supplies (measured as inventories at the beginning of the period plus purchases during the period, minus the inventories at the end of the period), mainly attributable to an increase in the cost of fuel for the generating units that operate in connection with sales under contractsmaterials and steam sales, including the YPF contract for steam and Energía Plus contracts (which are denominated in U.S. dollars under such contracts), due to (a) an 9.71% devaluation of the peso compared to the U.S. dollar, calculated as the average exchange rate for the year ended December 31, 2017, compared to the average exchange rate for year ended December 31, 2016, and (b) a 166.14% increase in the amount of energy sold under the Energía Plus contracts of 92 GWh energy sold in 2017 compared to 55 GWh energy sold in 2016;spare parts by Central Puerto; |
| 2. | a Ps.189.20 million,Ps. 1.20 billion, or 27.46%164.20%, increase in compensationamortization of intangible assets mainly due to employees, primarily relatedthe amortization of intangible assets associated to CBAs;the acquisition of the Brigadier Lopez plant; and |
| 3. | a Ps.82.45Ps. 56.07 million, or 162.44%12.00%, increase in levies and royalties associated to the increase in revenues from the Piedra del Águila Plant mainly due to increases in the energy and power prices, andincreases in the quantity of energy generated.sold. |
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 |
2016 | 2. | a Ps. 214.6 million or 21.24% decrease in fees and compensation for services. |
2019 Compared to 20152018 Cost of sales in 2016Administrative and selling expenses from continuing operations during the year ended December 31, 2019 totaled Ps.2.07 billion,Ps. 3,585 million, a 48.12%23.21% increase from Ps.1.40 billion in 2015.Ps. 2,910 million during the year ended December 31, 2018. This increase was primarily the result of:
| 1. | a Ps.145.82Ps.318.62 million, or 106.54%59.35%, increase in consumption of production supplies (measuredtaxes on bank account transactions as inventories at the beginninga result of the period plus purchasesrevenue increase during the period, minus the inventories at the end of the period), mainly attributable to an increase in the cost of fuel for the generating units that operate in connection with sales under contractsyear ended December 31, 2019; and steam sales, including the YPF contracts for steam and Energía Plus contracts (which are denominated in U.S. dollars under such contracts), which was due to (a) a 60.17% devaluation of the peso compared to the U.S. dollar, calculated as the average exchange rate for 2016 compared to the average exchange rate for 2015 and (b) a 106.34% increase in cost of fuel in April 2016; |
| 2. | a Ps.192.62Ps. 292.15 million, or 38.81%, increase in compensation to employees, primarily related to CBAs; and |
| 3. | a Ps.155.33 million, or 78.62%, increase in maintenance expenses, mainly attributable to (a) a 60.17% devaluation of the peso compared to the U.S. dollar, calculated as the average exchange rate for 2016 compared to the average exchange rate for 2015, which impacted the costs under the long-term maintenance service agreements of some of our thermal units, which are denominated in U.S. dollars, and (b) an increase in the hours of operation of some of our thermal units, which increased charges under the long-term maintenance service agreements. |
Gross Income from continuing operations
2017 Compared to 2016
Gross income from continuing operations during the year ended December 31, 2017 totaled Ps.3.21 billion, a 115.31% increase from Ps.1.49 billion during the year ended December 31, 2016, due to the reasons above mentioned. Gross margin for the year ended December 31, 2017 was 53.96%, compared to a gross margin of 41.91% during the same period in 2016.
2016 Compared to 2015
Gross income from continuing operations in 2016 totaled Ps.1.49 billion, a 18.79% increase from Ps.1.26 billion in 2015, due to the reasons above mentioned. Gross margin for 2016 was 41.91% compared to a gross margin of 47.35% in 2015.
Administrative and Selling Expenses from continuing operations
2017 Compared to 2016
Administrative and selling expenses from continuing operations during the year ended December 31, 2017 totaled Ps. 651 million, a 46.19 % increase from Ps.445.41 million during the year ended December 31, 2016. This increase was primarily the result of:
| 1. | a Ps.108.35 million, or 49.34%, increase in compensation to employees as a result of salary adjustments primarily due to increased inflation during the year ended December 31, 2017; |
| 2. | a Ps.86.24 million, or 80.18%40.68%, increase in fees and compensation for services, plus maintenance expenses, mainly due to a Ps. 34.20 million, increase in employee transportation, meal expenses and security services, among others, due to a price increase for such services, and a Ps. 16.64 million increase in professional services related to financing activities. |
2016 Compared to 2015
Administrative and selling expenses from continuing operations in 2016 totaled Ps.445.41 million, a 19.90% increase from Ps.379.41 million in 2015. This increase was primarily the result of:
| 1. | a Ps.28.46 million, or 14.89%, increase in compensation to employees, as a result of salary adjustments primarily due to increased inflation during the period; |
| 2. | a Ps.22.87 million, or 41.52%, increase in tax on bank account transactions, due to increased revenues, costs and capital investments completed during the period; and |
| 3. | a Ps.20.39 million, or 44.68%, increase in fees and compensation for services, mainly due to a Ps.9.22 million increase in employee transportation and meal expenses, among others, due to a price increase for such services, and a Ps.6.58 million increase in IT services due to the installation of new business and corporate applications, and an increase of Ps.1.97 million in health and environment services, mainly due to an increase in the cost of the medical and nursing services. |
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 20172020 Compared to 20162019
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 one-time gain of Ps.520.40 millionPs. 5.3 billion, or 32.47%, decrease in 2016,foreign exchange gains from trade payables and receivables, net denominated in connection withU.S. dollars mainly due to a revision of our estimate40.67% devaluation of the amounts recognized on December 31, 2015 of certain receivables from CAMMESA relatedpeso with respect to LVFVD of additional trust remuneration for financing new projects, based on changesthe U.S. dollar in 2020 while during 2019 the energy sector;foreign exchange rate increased 59.07%; and |
| 2. | a Ps.60.88 millionPs. 5.7 billion, or 44.32%64.53%, decrease in interests from trade payables and receivables. |
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 17.36%58.86% devaluation of the peso againstwith respect to the U.S. dollar in 2019, which was offset by an inflation rate of 53.83% during 2019, while during 2018 the year ended December 31, 2017 (calculated at theforeign exchange rate as of December 31, 2017 compared toincreased 102.2% and the exchangeinflation rate as of December 31, 2016), compared to a 21.86% devaluation of the peso against the U.S. dollar in the year ended December 31, 2016 (calculated at the exchange rate as to December 31, 2016 compared to the exchange rate as of December 31, 2015)was 47.64%, and (b) a decrease in trade payables and receivables, net denominated in U.S. dollars (which totaled US$22.98670.76 million as of December 31, 2017,2019, as compared to US$71.75765.85 million of net trade payables and receivables as of December 31, 2016)2018). |
2016 Compared to 2015
Other operating income from continuing operations in 2016 totaled Ps.1,137.74 million, a 54.69% increase from Ps.735.52 million in 2015. This increase was primarily the result of:
| 1. | income of Ps.599.55 million, mainly related to a one-time gain of Ps.520.4 million in connection with a revision of our estimate of the amounts recognized on December 31, 2015 of certain receivables from CAMMESA related to LVFVD of additional trust remuneration for financing new projects, based on changes in the energy sector, including the Argentine government having declared an emergency in the energy sectors (Decree No. 134/2015) to improve the quality and security of electric power supply, and stating its intent to bring the power generation industry within the federal regulatory framework established under Laws No. 15,336 and No. 24,065 and mentioned in the preamble to Resolution SEE No. 22/16; |
which was partially offset by:
| 2. | a Ps.199.28 million,A Ps. 5.36 billion, or 59.20%157.69%, decreaseincrease in foreign exchange gainsinterests from trade payables and receivables, net denominated in U.S. dollars mainly as a result of (a) a 21.86% devaluation of the peso against the U.S. dollarincrease in 2016, (calculated at the exchange rate as of December 31, 2016 comparedour revenues from continuing operations due to the exchange rate as of December 31, 2015), compared to a 52.50% devaluation of the peso against the U.S. dollar in 2015 (calculated at the exchange rate as to December 31, 2015 compared to the exchange rate as of December 31, 2014), and (b) a decrease in trade payables and receivables, net denominated in U.S. dollars (which totaled US$71.75 million as of December 31, 2016, as compared to US$71.52 million as of December 31, 2015).reasons mentioned above. |
Other Operating Expenses from continuing operationsoperation 20172020 Compared to 20162019
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
2016 Compared to 2015
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 20172020 Compared to 20162019
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. 20162019 Compared to 20152018
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 20172020 Compared to 20162019
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 the disposal of available-for-sale financial assets at fair value through profit or loss, totaling Ps.662.69Ps. 5.03 billion in the year ended December 31, 2020, compared to Ps. 4.86 million in the year ended December 31, 2017, compared to Ps.227.47 million in the year ended December 31, 2016, mainly due to an increase in sales of available-for-sale financial assets during 2017; and2019. |
| 2. | anAn increase in interest earned,gains, totaling Ps.148.49 million in the December 31, 2017, compared to Ps.51.77Ps. 128.69 million in the year ended December 31, 2016,2020, compared to Ps. 40.14 million in the year ended December 31, 2019. |
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; |
2016 Compared to 2016
Finance income from continuing operations in 2016 totaled Ps.420.99 million, a 16.18% increase from Ps.362.36 million in 2015. This increase was primarily the result of:
| 1. | net income on the disposal of available-for-sale financial assets totaling Ps.227.47 million in 2016, compared to Ps.67.10 million in 2015, mainly due to an increase in sales of available-for-sale financial assets in 2016; and |
| 2. | an increase, in interest income, totaling Ps.51.77 million in 2016, compared to Ps.31.87 million in 2015, due to an increase in financial assets bearing interest; |
which was partially offset by:
| 3. | which was partially offset by a Ps.138.38Ps. 809.2 million or 59.31%, decrease in foreign exchange gains fromnet income on disposal of financial assets denominated in U.S. dollars, mainly as a resultat fair value through other comprehensive income (net of a 21.86% devaluation of the peso against the U.S. dollar in 2016 (calculated as the exchange rate as of December 31, 2016 comparedamounts corresponding to the exchange rate as of December 31, 2015) compared to a 52.50% devaluation of the peso against the U.S. dollar in 2015 (calculated as the exchange rate as of December 31, 2015 compared to the exchange rate as of December 31, 2014)turnover tax). |
Finance Expenses from continuing operations 20172020 Compared to 20162019
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. 20162019 Compared to 20152018
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 20172020 Compared to 20162019
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 20162019 Compared to 20152018
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: | 1. | a profit of Ps.103.18 million from our interest in Ecogas through IGCE, DGCE and IGCU, respectively, as compared to Ps.24.07 million, respectively, in 2015, due to an increase in these companies’ revenues from increases in tariffs effective February 2016; and
|
| 2. | a profit of Ps.36.85 million from the companies that operate the San Martín and Belgrano FONINVEMEM plants, TJSM and TMB, as compared to Ps.26.45 million in 2015, due to an increase in the operating fees charged by these companies, which are denominated in U.S. dollars, and due to the devaluation of the Argentine peso against the U.S. dollar in 2016. | of (a) a profit of Ps. 1.39 billion from our interest in Ecogas through IGCE, DGCE and IGCU in the year ended December 31, 2019, as compared to Ps. 2.12 billion in the year ended December 31, 2018 and (b) a loss of Ps. 9.11 million from our interest in TGM in the year ended December 31, 2019, due to weak demand for its natural gas transportation services, as compared to a loss of Ps.5.5 million in the year ended December 31, 2018. Income Tax from continuing operations 20172020 Compared to 20162019
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. 20162019 Compared to 20152018
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 20172020 Compared to 20162019
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. 2016
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. 20172020 Compared to 20162019
IncomeThere was no income after tax for the year from discontinued operations in the year ended December 31, 2017 totaled Ps.485.04 million, a 10.75% increase from Ps.437.97 million in the year ended December 31, 2016. This increase was primarily the result of (a) a 10.83% devaluation of the peso compared to the U.S. dollar, calculated as the average exchange rate for the year ended December 31, 2017, compared to the average exchange rate for year ended December 31, 2016, which was partially offset by (b) a 7.56% decrease in the quantity of energy generated (837 GWh in 2017, as compared to 905 GWh in 2016), and (c) a 6.38% decrease in the quantity of steam generated (1,599,476 tons in 2017, as compared to 1,708,465 tons in 2016) (the prices denominated in U.S. dollars remained stable).2020.
20162019 Compared to 20152018
IncomeThere was no income after tax for the year from discontinued operations in the year ended December 31, 2016 totaled Ps.437.97 billion, a 232.15% increase from Ps.131.86 million in the year ended December 31, 2015. This increase was primarily the result of an increase in our revenues from sales under contracts (which were denominated in U.S. dollars), primarily attributable to (a) a 60.17% devaluation of the peso compared to the U.S. dollar, calculated as the average exchange rate for 2016 compared to the average exchange rate for 2015, (b) a 45.82% increase in the average price for sales under contracts of US$74.94/MWh in 2016, from an average price of US$50.88/MWh in 2015, due to the contractual automatic price increase provisions for increased cost of fuel, (c) a 41.99% increase in the price per ton of steam at La Plata plant (US$16.70 per ton in 2016 as compared to US$11.76 per ton in 2015) due to the contractual automatic price increase provisions for increased cost of fuel used for the production of steam, (d) a 26.56% increase in the quantity of steam produced (1,708,465 tons in 2016 compared to 1,349,901 in 2015), and (e) a 31.62% increase in energy generation (905 GWh in 2016, as compared to 688 GWh in 2015).2019.
See “Item 4. Information of the Company—Recent Developments—La Plata Plant Sale” and Note 21 to our audited consolidated financial statements.
Net Income for the Year 20172020 Compared to 20162019
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. 20162019 Compared to 20152018
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.
Item 5.B Liquidity | Item 5.B | Liquidity and Capital Resources |
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: | | | | | | | | | | | | | 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
20172020 Compared to 20162019
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. 2016 Compared to 2015
Net cash provided by operating activities increased by 64.07% to Ps.2,088.61 million for the year ended December 31, 2016 (which includes Ps.565 million from the La Plata plant, which was sold), from Ps.1,272.99 million for the year ended December 31, 2015 (which includes Ps.222 million from the La Plata plant, which was sold). The increase was primarily driven by increased revenues and other operating income, as a result of (i) a higher average price per unit in our sales of energy and steam, mainly due to the price increases explained above in the section “Results of Operations—Results of Operations for the Years Ended December 31, 2017, 2016 and 2015—Revenues—2016 Compared to 2015,” (ii) an increase in trade and other payables, other non-financial liabilities and liabilities from employee benefits totaling Ps.600.78 million in 2016, compared to Ps.422.54 million in 2015, mainly due to higher prices of goods and salaries to employees because of the inflation and salary adjustments for inflation, and (iii) a decrease in other non-financial assets, other financial assets and inventories totaling Ps.822.39 million in 2016, compared to an increase of Ps.48.55 million in 2015, mainly due to the sale or the collection of other financial assets at the maturity date, and to a lesser extent, to an increase of other non-financial assets related to advance payments to equipment suppliers.
Net Cash Used in Investing Activities 20172020 Compared to 20162019
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. 2016 Compared to 2015
Net cash used in investing activities increased 43.51% to Ps.1,925.75 million for the year ended December 31, 2016, from Ps.1,341.94 million for the year ended December 31, 2015. The increase was primarily driven by the purchase, and upfront payments for the purchases, of property, plant and equipment in the amount of Ps.2,188.36 million, primarily attributable to the purchase of two new gas turbines and generators from Siemens in May and June 2016, as compared to Ps.1,143.84 million in 2015, which was partially offset by proceeds from the sale of available-for-sale financial assets in the amount of Ps. 207.67 million, as compared to cash used for the acquisition of these types of assets in the amount of Ps 290.24 million in 2015.Thermal Plant Brigadier López which amounted to Ps. 11.53 billion.
Net Cash Used inprovided by (Used in) Financing Activities 20172020 Compared to 20162019
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. 20162019 Compared to 20152018
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. | | | | | | | | | | | | | 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. We acquired four heavy-duty gas turbines, which are compatible with single-cycle or combined cycle installations. We plan to use one of themmade. Depending on the timing for the construction of these projects, we may finance these capital expenditures using cash flows from our operations and/or using external financing sources. See “Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the Terminal 6 San Lorenzo cogeneration plant. Additionally, we also acquired land incompletion of the Provinceawarded projects, or alter our plans for the expansion of Buenos Aires, in a convenient location for fuel delivery and future potential connection to power transmission lines.our existing plants.”
In addition, we have purchased two measuring towers and the wind measurement data for more than three years that are required to design the Achiras and La Castellana wind energy complexes. In addition, our subsidiary CP Achiras purchased the land needed to carry out the Achiras Project, and we signed a land usufruct contract for the La Castellana Project. Each of CP Achiras and CP La Castellana recently entered into loans to fund the development of Achiras Project and La Castellana Project, respectively.
Acquisition of equityEquity interests in DGCU and DGCE – Public offer of shares
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: | | | | | | | 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 |
| | | | | | | Current debt | 239.150 | 20,124,461 | Non-Current debt | 366.546 | 30,844,867 |
Borrowing from Kreditanstalt für Wiederaufbau (“KfW”) (1) | Current debt does not include: (i) the IIC – IFC Facility I, (ii) the IIC – IFC Facility II. See “Item 5.B. Liquidity and Capital Resources—Indebtedness—Loans from the IIC—IFC Facilities”
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Borrowings and prepayments by CAMMESA
Former SecretariatOn March 26, 2019 the Company entered into a loan agreement with KfW for an amount of Electric Energy Resolution 146, dated October 23, 2002, establishes that all generators that need to carry out major or extraordinary maintenance and that require resources to complete such maintenance may request financing from CAMMESA, subjectUS$56 million in relation to the availabilityacquisition of fundstwo gas turbines, equipment and related services relating to compliance with the conditions set forthLuján de Cuyo project described in such regulation. The expenditures made with these borrowed funds are generally included within the “cost of sales” line item inNote 22.7 to our income statement. However, in some exceptional cases, such expenditures may be capitalized and therefore included within the “property, plant and equipment” line item in our balance sheet, inAudited Consolidated Financial Statements. In accordance with the applicable accounting rules.terms of the agreement, the loan accrues an annual interest equal to LIBOR plus 1.15% and it is amortizable quarterly in 47 equal and consecutive installments as from the day falling six months after the commissioning of the gas turbines and equipment, which occurred on October 5, 2019.
Under such resolution, we entered intoPursuant to the loan agreement, among other obligations, Central Puerto has agreed to maintain a seriesdebt ratio of loans(a) as of December 31, 2019 of no more than 4.00:1.00 and security assignment agreements with CAMMESA.(b) as from that date, no more than 3.5:1.00. As of December 31, 2017, we had outstanding loans2020, the Company has complied with CAMMESA under former Secretariatthat requirement.
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. Additionally, between MarchLoan from Citibank N.A., JP Morgan Chase Bank N.A. and August 2015, we received loans from CAMMESA not relatedMorgan Stanley Senior Funding INC.
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.” CastellanaAs of the date of this annual report, the IIC-IFC Facility disbursements have been fully received.Our loans under the IIC—IFC Facilities (see “Item 5.B.—Loans from the IIC—IFC Facilities”) contain customary covenants for facilities of this type, including: (i) certain limitations on consolidations, mergers and Achiras Loanssales 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 in the agreements relating to the IIC—IFC Facilities. 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.
On October 26, 2017As of December 31, 2020, the balance under the CP Achiras and October 30, 2017, CP La Castellana and CP AchirasLoans from the IIC—IFC Facilities was US$126.85 million, approximately equivalent to Ps. 10.67 billion as of that date.
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. On January 9, 2018, CP La Castellana applied the funds from the IIC—IFC Facility I to prepay all of its outstanding short-term bridge loans with Banco de Galicia y Buenos Aires S.A. On April 9, 2018, CP Achiras applied the funds from the IIC—IFC Facility II to prepay US$18 million of its outstanding short-term bridge loans with Banco de Galicia y Buenos Aires S.A. and on April 10, 2018, CP Achiras applied the funds from the IIC—IFC Facility II to prepay the remaining US$16 million of its outstanding short-term bridge loans with Banco de Galicia y Buenos Aires S.A., effectively cancelling all the outstanding bridge loans with such entity.has a bullet amortization in one year.
Item 5.C ResearchOn October 28, 2019, the loan funds were completely disbursed. On June 19, 2020, the loan´s balance was paid in advance.CP Manque S.AU. and CP Los Olivos S.A.U. Program of Corporate Bond On August 26, 2020, under Resolution No. RESFC-2020 - 20767 - APN.DIR#CNVM, the public offering of the Global Program for the Co-Issuance of Simple Corporate Bonds (not convertible into shares) by CP Manque S.A.U. and CP Los Olivos S.A.U. (both subsidiaries of CPR, and together the “Co-issuers”) for the amount of up to US$ 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”. InProperty, Plant and Equipment”.In terms of energy tariffs, wethe Argentine Government has announced that it will maintain the energy tariffs without changes. We believe that the Argentine government will continuepossibility to see changes in these tariffs in order to cut off subsidies and narrow the gap in fixed capacity tariffsbetween the whole price of generating electric energy and the price paid by CAMMESA between the generation plants regulated under Energía Base, whichdemand after that date is highly dependent on the regulatory framework applicable tooutcome of the majorityCOVID-19 pandemic crisis, and the path of our current operating assets, and prices awarded in recent auction contracts for generation projects with thermal sources pursuant to Resolution 287/2017. During 2017,the recovery of economic activity after the Quarantine measures are lifted. In February 2020, Energía Base tariffs were converted into U.S. dollar denominated rates and increasedreduced significantly by Res. 31/20 compared to the tariffs in effect at the beginning of the year. In 2018year, and 2019, we expect theseprices for this segment were set in Argentine pesos. Although Res. 31/20 included a monthly update mechanism taking into account a mix between CPI and WPI, 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”. Accordingly, CAMMESA did not apply the price update mechanism for 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 to continue to increase. In addition, the gap in variable remuneration paid by CAMMESA between thermal plants and other sources of energy such as hydro plants, which currently receive substantially lower variable remuneration is expectedcontinued to be closedfixed in 2018. In this sense, we also expectpesos while inflation, devaluation and operating cost have increased significantly.
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.” Item 5.E Off-balance | Item 5.E | Off-balance sheet arrangements |
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 | | | | | | | | 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) | Short-term bank loans and short-term bridge loansMainly short-term loan with Banco de Galicia y Buenos Aires S.A. for the acquisition of wind turbines. Santander that amounts to Ps. 697 million in principal and with Banco Patagonia that amounts to Ps. 299 million in principal. |
| (2) | Debt pursuant to Secretariat of Energy Resolution 146 totaling Ps. 2.91 billion with an estimated maturity on March 2021 and a loan with CAMMESA totaling Ps. 965.1 million. With respect to this last loan, because CAMMESA did not establish a term for the loan (which was used to purchase a GE turbine), we have included this amount as debt with payments due in less than 1 year, the shortest possible maturity category in the chart above. See “Item 4.B. Business Overview—The ArgentineGeneral Electric Power Sector—Structure of the Industry—Shortages in the Stabilization Fund and Responses from the Argentine Government.”
| (3) | The GE combined cycle maintenance contract expires on December 31, 2024; the Siemens combined cycle (Luján de Cuyo) maintenance contract expires on September 30, 2024; the Alstom co-generation unit (Lujánew Luján de Cuyo)Cuyo cogeneration unit maintenance contract expires on March 1, 2019October 31, 2034, the Terminal 6 San Lorenzo cogeneration unit maintenance contract expires 15 years after the start of the commercial operation, which is excptect to occur in the third quarter of 2021 the Achiras and La Castellana maintenance contract expires 10in September 2028; the La Genoveva II maintenance contract expires in October 2024; the La Genoveva I, La Castellana II, Manque and Los Olivos maintenance contract expires after 5 years after the start of the commercial operationprovisional acceptance certificate. Due to the outbreak of each project.COVID-19, and the measures adopted by the government to contain it, the project is expected to be delayed. 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. The amounts listed above depend, in part, on the generation of the applicable machinery and the type of fuel used, and we have made certain assumptions with respect to these factors, among others, utilizing models and software provided by CAMMESA, for purposes of estimating the amounts included in the table above. |
(4) | (3) | We have a a natural gas contract for the purchase of natural gas for the new Luján de Cuyo plant with YPFcogeneration unit that expires on January 1, 2019.in October, 2034, and a contract for the purchase of natural gas for the Terminal 6 San Lorenzo that expires in September 2035. The amounts listed above depend, in part, on the generation of the applicable machinery and the type of fuel used, and we have made certain assumptions with respect to these factors, among others, utilizing models and software provided by CAMMESA, for purposes of estimating the amounts included in the table above. |
(5) | The Luján de Cuyo transmission and distribution contract expires on March 31, 2018. (4) | 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. |
(6) | (5) | Based on our internal estimates of the electric power generated by the Piedra del Águila plant, with expected future water flows. | (7) | The table excludes the plant payment and purchase obligations of 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. 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.
|
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 | | | | | Total at December 31, 2020
| | | | | | | | Electric power sales(2)(1) | 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(2)(1) | 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, 2017,2020, and expected generation and demand estimated at that date, and may not reflect actual future prices of these commodities, or the real demand. Accordingly, the peso amounts provided in this table with respect to these obligations are provided for illustrative purpose only, and are fixed for the entire period. The amounts above are based on internal estimates of demand from our customers, based on prior years, and they do not include the agreements for the sale of energy entered into after December 31, 2017. | (2) | The table excludes the sales of 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. 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. |
See the discussion at the beginning of this annual report under the heading “Forward-Looking Statements” for forward-looking statement safe harbor provisions. Item 6. Directors, | Item 6. | Directors, Senior Management and Employees |
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 | Jorge Carlos Bledel | Director | February 24, 2010 | December 31, 2017 | April 19, 1954 | Juan José Salas*
| Director | September 9, 2015 | December 31, 2017 | February 23, 1960 | Osvaldo Arturo Reca | Vice-Chairmanof Chairman of the Board | April 5, 2011 | December 31, 20172020 | December 14, 1951 | Guillermo Rafael Pons* | Director | April 30, 2020 | December 31, 2020 | September 22, 1964 | Miguel Dodero*Dodero | Director | September 9,21, 2015 | December 31, 20172020 | February 16, 1955 | Gonzalo Alejandro Pérès Moore José Luis Morea* | Chairman ofthe BoardDirector | November 14, 2006April 30, 2019 | December 31, 20172020 | 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 29, 195218, 1957 | Gonzalo Sundblad*Cristián Lopez Saubidet | Director | April 15, 2009 | December 31, 2020 | September 26, 1974 | Jorge Eduardo Villegas* | Director | April 28, 2017 | December 31, 2017 | October 18, 1964 | Rufino Escasany | Director | April 28, 2017 | December 31, 2017 | March 25, 1985 | Jorge Eduardo Villegas | Director | April 28, 2017 | December 31, 20172020 | January 9, 1949 | Cristián Lopez Saubidet* Marcelo Atilio Suvá | Director | April 15, 2009July 22, 2008 | December 31, 20172020 | September 26, 1974July 27, 1948 | MarioOscar Luis Espada*Gosio* | Alternate Director | April 29, 2016July 11, 2007 | December 31, 20172020 | September 12, 1951 |
Name | Title | Date of first appointment to the board | Date of expiration of current term | Date of birthAugust 17, 1954 | Liliana Amelia Murisi*Justo Pedro Sáenz | Alternate Director | April 28, 201710, 2008 | December 31, 20172020 | March 30,May 2, 1958 | 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, 20172020 | January 19, 1954 | Justo Pedro Sáenz
| Alternate Director | April 10, 2008 | December 31, 2017 | May 2, 1958 | Marcelo Atilio Suvá
| Alternate Director | April 15, 2009 | December 31, 2017 | July 27, 1948 | Juan Carlos Martín Casas* | Alternate Director | September 21, 2015 | December 31, 2017 | April 14, 1955 | Diego Fernando Miguens | Alternate Director | January 30, 2007 | December 31, 2017 | January 25, 1955 | Mario Elizalde | Alternate Director | February 11, 2007 | December 31, 2017 | July 26, 1954 | Alejandro Joaquín de Anchorena | Alternate Director | September 21, 2015 | December 31, 2017 | March 29, 1984 | Eduardo José Escasany
| Alternate Director | April 29, 2016 | December 31, 2017 | May 19, 1984 | Pablo Javier Vega* | Alternate Director | September 21, 2015 | December 31, 2017 | September 29, 1972 | Juan Pablo Gauna Otero*Otero | Alternate Director | April 28, 2017 | December 31, 20172020 | October 10, 1976 | Pablo Hourbeigt*Diego Federico Cerdeiro* | Alternate Director | April 28, 201727, 2018 | December 31, 20172020 | November 6, 1965May 30, 1976 | 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. Jorge Carlos Bledel has served as member of our Board of Directors since 2010. He has held different positions in various private sector companies, including vice chairman of BBVA Francés Valores Sociedad de Bolsa S.A., manager of Crédito del Banco del Interior y Buenos Aires, commercial manager of Corporación Metropolitana de Finanzas, financial manager of BBVA Banco Francés S.A. and wholesale and retail banking director of BBVA Banco Francés S.A. Additionally, he served as director of Credilogros Compañía Financiera S.A.
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 2014, he served as alternate director of Caputo S.A. Mr. Salas has also served as operations and information systems manager of Autopistas del Sol S.A. since 2010.
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.
Gonzalo Alejandro Pérès MooreJosé Luis Morea holds a degree in Business AdministrationPolitical Science from the Universidad CatóCatólica Argentina. He completed postgraduate studies in SME Management at IAE. Between 1980 and 1990 he held executive positions in communication companies, mainly in Editorial Atlántida and Videomega. From 1990 to 1995 he served as Executive Director in San Ciriaco, with operations in the agricultural sector, and later as General Manager of Espro S.A., a company dedicated to the production and export of agriculture products. From 1999 to 2001 he became General Manager of Tecnovital S.A., a fruit export company. In 2001, he founded North Bay Argentina S.A., a company in which he serves as Chairman and General Manager. North Bay S.A. has become one of the main blueberry exporters and producers in Argentina. Together with other partners, he created Servifrío Ezeiza SA, a logistics and cold storage company in which he serves as Director. He is also Director of North Bay Peru S.A. and of North Bay Produce Inc. in the United States. He served in this group until 2013. In 2014 he joins La Gloriosa SA as Blueberries Project Manager, developing a high-tech enterprise in Virasoro, Corrientes, until December 2018. Between 2016 and 2018 he served as Director of Transportadora de Gas Cuyana. He has been a member of our Board of Directors since 20092019. Since 2020, he has been a consultor in projects and high-tech agricultural developments for Adblick Hidroponia S.A. and Club Agtech S.A.
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. ’Tomás largest indoor entertainment center.José White holds a degree in Accounting from the Universidad Católica Argentina. From 19931977 to 1996,1984 he served as director of CCI Capital Investorsin several private companies in the construction industry, such as Bemba S.A., Sumarge S.A. and Din S.A. From 1996 to 1998 he also served as a director of Empresa Amanco SA. Since 2000 he is the managingchairman of Celestal SAIC. Since 2019 he owns interests and is the chairman of BEP SRL, a company involved in the plastic industry.
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. Gonzalo Sundblad holds a degree in Industrial Engineering fromGoverning Board at Universidad Católica Argentina and, postgraduate degree in environmental matters from the Instituto Tecnológico de Buenos Aires (ITBA). From 2001 to 2005, he worked as business manager of IECA Economía y Negocios S.A. From 2005 to 2007, he worked as business manager of A C Taquini. From 2007 to 2012, he worked as business manager of Corporación América S.A. From 2012 to 2014, he worked as business manager of Impsa Group.
Rufino Escasany holds a degree in Industrial Engineering from the Instituto Tecnológico de Buenos Aires (ITBA). From 2011 to 2016, he worked as consultant in Prinex S.A. From 2013 to 2016, he worked as operations analyst in Intelligent Energy Holding. Since 2016, he has served as director of Aspiring Citizens Cleantech Ltd.
Jorge Eduardo Villegas holds a degree in law from The University of Buenos Aires. Since his graduation, he has worked as a lawyer in the private sector, independently through his own law firm, Estudio Jorge Villegas & Asociados.Austral.
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. Mario Luis EspadaJorge Eduardo Villegas holds a degree in law from the University of Morón. HeUniversidad de Buenos Aires. Since his graduation, he has beenworked as a member of our Board of Directors since 2016. He currently holds a seat as an alternatelawyer in the Houseprivate sector, independently through his own law firm, Estudio Jorge Villegas & Asociados. Mr. Villegas also currently serves as the chairman of Representatives of the Argentine Congress. He also served as mayor of the Municipality of Pellegrini for one term and as mayor of the Municipality of Tres Lomas for two terms. He is an adjunct professor of finance and financial law at the University of Morón’s Law and Social Sciences School. He previously served as director at Tres Lomas Automotores S.A.C.I y F. and Hernandez, Vehulst y EspadaAgropecuaria Los Potros S.A.
Liliana Amelia MurisiOscar Luis Gosio holds a degree in Accounting from the Universidad Nacional de Córdoba and a post-graduate degree in Financial Administration of Public Sector from the Universidad Nacional del Comahue. She currently serves as administrative assistant of the Neuquén Province Legislature. From 1997 to 2007, she served as auditor of the Court of Accounts of the Province of Neuquén. From 2004 to 2005, she served as professor of public finances at Centro de Estudios Terciarios Norpatagónicos and as a judicial expert in labor matters.
Enrique Gonzalo Ballester holds a degree in Economics from the Universidad Católica Argentina. From 1995 to 2016, he served as senior operator in the department of finance of Banco de Galicia y Buenos Aires S.A. Since 1990, heAires. He has served as director of various companies, including Quenuma S.A., Lanceros Civicos S.A. y Guardia Cívica S.A. He currently is alternate director of Lanceros Civicosour Board of Directors since 2007. He is currently the principal partner at Gosio, Medina & Asociados, a company that provides audit, accounting and tax services. He is also the chairman and partner of Agropecuaria Huen Loo S.A. since 2008, a company engaged in the agriculture business, as well as the President of the Instituto de Hermanos Cristianos, which is focused on education (Colegio Cardenal Newman) since 2014. Mr. Gosio also serves as a director of Asociación Argentina de Criadores de Corriedale. In addition, he is syndic in several companies of the agriculture industry.
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. Marcelo SuváAdrián Gustavo Salvatore holds a degree in law from the Universidad de Buenos Aires and an MBA in a joint degree from the Universidad del Salvador (Argentina) and the Universidad de Deusto (Spain). From 1993 to 1997 he worked at the legal and regulatory department of ESEBA, where he was in charge of the process of privatizing the company. From 1997 to 2003, he worked as legal manager at COMESA, Comercializadora de Energía, and in 2003 he joined the law firm Bruchou, Fernández Madero, Lombardi & Mitrani, as part of their regulatory and public services department. He has worked in the regulatory department of Central Puerto since 2008, and he currently serves as Institutional Relations Director, also serves as a director in several companies such as Termoeléctrica Manuel Belgrano S.A. and Inversora de Gas del Centro S.A., as well as alternate director of Distribuidora de Gas Cuyana S.A. and Distribuidora de Gas del Centro S.A. He is also the chairman of Proener S.A.U., and vice-chairman of Termoeléctrica José de San Martín S.A., Central Vuelta de Obligado S.A. and Central Aimé Painé S.A.
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. óJosé Manuel Pazos holds a degree in law from the Universidad Católica Argentina. He also holds a postgraduate degree in Utilities’ Economic Regulation from the Universidad Austral. He has served as alternate directorGeneral Counsel, Head of our Board of Directors since 2008. He was, shareholder of Coinvest S.A., a private equity company, as well as of MBA Banco de Inversiones S.A., a leading Argentine investment bank in financial counseling, where he also was member of its board of directorsLegal Area and took part in various M&A transactions. In addition, he serves as alternate director of RMPE and RPE Distribución S.A. He also served as director of HNQ.
Juan Carlos Martín Casas holds a bachelor’s degree in Economics from the University of Maryland and an MBA degree from The George Washington University in the United States. He has served as alternate director of our Board of Directors since 2015. From 20041997 to 2007,2002, he was president of Merrill Lynch Argentina S.A and served as managing directorlawyer of the Argentine Secretariat of Energy and Emprendimientos Binacionales S.A. (EBISA), and, from 19982003 to 2004. He also held positions at Booz Allen2014, he worked for the law firm, Bruchou, Fernández Madero & Lombardi. Between 2007 and Hamilton2008, he worked for Simpson Thacher & Bartlett LLP in New York and Merchant Bankers Asociados in Buenos Aires. He currentlyYork. Currently he serves as alternate director of Distrilec Inversora S.A., CP Renovables S.A., CP Achiras S.A.U., CPR Energy Solutions S.A.U., CP La Castellana S.A.U., CP Patagones S.A.U., Vientos La Genoveva S.A.U., Vientos La Genoveva II S.A.U., CP Manques S.A.U. and CP Los Olivos S.A.U.
Diego Fernando Miguens has served as alternate director of our Board of Directors since 2015. He has worked for different companies in the agricultural and investment industries. In addition, he served as director and chairman of El Cardan S.A., ISA S.A., Experience Patagonia S.A. and Inversiones Delta S.A., among others. He is currently member of the board of directors of Plusener S.A., MB Holding S.A. and Abrojo Alto S.A.
Mario Elizalde holds a degree in Agricultural Engineering from the Universidad Católica Argentina and, Masters of Science degree from Texas A&M University. From 1995 to 1999, he served as General Manager of Call Center SA, a company that provides value-added telecommunications services to the Citycorp Equity Investments group. From 1982 to 2010, he was manager and agronomic advisor to his family business. From 2000 to 2007, he served as executive director of Telinver S.A., a Telefónica Group company. From July 2007 to September 2015, he served as director of our company and was a member of our Audit Committee. He is currently member of the board of director of DGCU.
Alejandro Joaquín de Anchorena holds a degree in Industrial Engineering from the Universidad Católica Argentina and a postgraduate degree from IE Business School, Madrid, Spain. He has served as alternate director of our Board of Directors since 2015. He worked for Unilever S.A. from 2008 to 2011. He then worked for two years at Ford Argentina S.A. within the strategic planning area. He currently serves as director of San Miguel S.A. and is an associate at Hermes Management Consulting.
Eduardo José EscasanyEnrique Gonzalo Ballester holds a degree in Economics from the Universidad CatóCatólica Argentina. OverArgentina and a Master of Science (MSc) of the last 30 years,University of London. From 1995 to 2016, he has served as chairmansenior operator in the department of the boardfinance of directors of various companies, including Banco de Galicia y Buenos Aires S.A., Banelco S.A., Banco de Galicia Uruguay S.A. and Casa Escasany S.A. He also was member of the board of Since 1990, he has served as director of Bolsa de Comercio de Buenos Aires, Consejo Empresario Argentino and Institute of International Finance.various companies. He is currently chairman of the board of directors of Grupo Financiero Galicia S.A. and Helena Emprendimientos Inmobiliarios S.A., and he serves as an alternate director of RPE DistribuciónQuenuma S.A., Lanceros Civicos S.A. and Hidro DistribuciónGuardia Cívica S.A.
Pablo Javier Vega holds a degree in Industrial Engineering from the Universidad Católica Argentina. He has served as alternate director of our Board of Directors since 2015. He has previous work experience at Empresa Provincial de Energía de Neuquén. In addition, from January 2004 to April 2005, he served as mining executive manager of the Mining and Electricity Provincial Agency of Neuquén Province. He currently serves as technical coordinator in the Ministry of Energy and Utilities of the Province of Neuquén.
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. Pablo Hourbeigt holds a degree in law from University of Buenos Aires and a post graduate degree in Administrative Law from The Universidad Austral. Since 1998 he has developed his professional activity in the field of Energy Law and the Regulation of Public Services. Mr. Hourbeigt was legal coordinator of the Under Secretariat of Electric Power of the Nation during 2000 and 2001, and since 2016 he has directed the legal affairs department of the Administration Committee of the Federal Electric Transportation Trust Fund. He is currently member of the board of directors of the following companies: Central Térmica Güemes S.A., Ormazabal Argentina S.A., Transpa S.A., Benefit Marketing S.A., Hourbeigt Abogados S.A. and Central Dique 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
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 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
| Jorge RauberFernando Roberto Bonnet(1) | CEO | 2017 | July 18, 1969 | Fernando Roberto Bonnet | CFO | 20102021 | 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 | José Mar’José María Saldungaray
| Control,Fuel Supply Planning and Works Manager | 2014 | February 18, 1967 | Justo Pedro SSáenzá(3)enz | Administration Manager | 2007 | May 2, 1958 | JoséJosé Manuel Pazos
| General Counsel, Head of Legal Area | 2015 | September 14, 1971 | RubéRubén Omar LóLópez
| Planning and RegulationRenewable Energy Manager | 20132019 | April 17, 1964 | Hector Sergio FalzoneGabriel Omar Ures | Commercial and Fuels ManagerDirector | 20072018 | January 2, 1961December 31, 1978 | Leonardo Marinaro | Legal Affairs Manager | 2007 | April 25, 1963 | Javier Alejandro Torre | Human Resources Manager | 2016 | April 19, 1967 | RubéAdrián Vázquez Gustavo Salvatore | Renewable EnergyInstitutional Relations Director | 2019 | April 26, 1967 | Martín Fernández Barbiero | Compliance and Internal Audit Manager | 20152009 | April 28, 1971 | Leonardo Katz | Director de Planificación Estratégica | 2020 | March 5, 196224, 1970 |
| (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. Jorge Rauber holds a degree in Electrical Engineering from the Universidad Nacional de la Plata and post-graduate degree in Electrical Market Management from the Instituto Tecnológico de Buenos Aires (ITBA). From 1997 to 1999, Mr. Rauber worked as commercial manager of Hidroeléctrica El Chocón S.A. During 2000, he worked as planning manager of Endesa Chile. From 2000 to 2003, he worked as commercial manager of Central Térmica Dock Sud S.A. From 2003 to 2006, Mr. Rauber worked as commercial manager of AES Argentina Generación S.A. From 2001 to 2012, he served as a member of the boards of directors of the following companies: CAMMESA, TMB and Termoeléctrica Guillermo Brown. He also was AGEERA’s vice-president. From 2016 to 2017, he served as general manager of Subterraneos de Buenos Aires Sociedad del Estado.
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. óEnrique Terraneolicos Australes S.A. 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 2021, he serves as Chief Financial Officer of our company. Previously, he served as new business manager in Lartirigoyen y Cia. From 2019 to 2020, he served as CFO of Banco de Inversion y Comercio Exterior. Between 2006 and 2019, he served as finance managerof our company. He served as audit manager of Ernst & Young Argentina.
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. José Manuel PazosGabriel Omar Ures holds a degree in lawSystems Engineering from the Universidad Católica Argentina.Abierta Interamericana. He also holds a postgraduatePostgraduate degree in Utilities’ Economic RegulationGas and Electricity Administration in Instituto Tecnológico de Buenos Aires (ITBA) and a Management Program from the Universidad Austral. He has served as alternate director of our Board of Directors since 2015. From 1997 to 2002, he served as lawyerDarden Business School of the Argentine Energy SecretariatUniversity of Virginia, United States. He started his professional career in 1997 and Emprendimientos Binacionales S.A. (EBISA), and, from 2003 to 2014, he worked for the law firm, Bruchou, Fernández Madero & Lombardi. Between 2007 and 2008, he worked for Simpson Thacher & Bartlett LLP in New York. Currently he serves as alternate director of CP Renovables, CP La Castellana, CP Achiras and Parques Eólicos Australes S.A.
Rubén Omar López holds a degree in Electrical Engineering from the Universidad Tecnológica Nacional. He also holds a postgraduate degree in Business Management from Universidad de Buenos Aires. He has been our planning and regulation manager since 2013. He has more than 30over 21 years of experience working in the utilities sector,Argentine power sector. Among other positions, he held managerial positions in Hidroeléctrica Alicura, was commercial director of AES Argentina Generación, General Manager of Termoeléctrica Manuel Belgrano (from 2013 to 2018), Commercial Manager in Central Dock Sud (YPF EE). Additionally, he was a director of various companies and industry chambers, including AGEERA (Asociación de Generadores de Energía Eléctrica de la República Argentina) where he has held different positions both in technical and commercial areas. In addition, he servedbeen elected as alternatePresident for 5 consecutive terms (2012/2017) after holding the Vice Presidency. He currently serves as director of Distrilec Inversora S.A.CAMMESA and EDESUR S.A.
Hector Sergio Falzone holds a degree in Electrical Engineering from the Universidad Tecnológica Nacional – Facultad Regional de Tucumán. He has been our commercial and fuels manager since 2007. From April to August 2007, he served as fuels manager of Central Puerto, CTM and Ensenada S.A. He previously served as business director of generation for the southern hemisphere in CMS Operating S.A. and CMS ComesaTermoeléctrica Manuel Belgrano S.A.
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. Javier Alejandro TorreMartín Fernández Barbiero holds a degree in Human ResourcesAccounting from the University ofUniversidad Nacional de Buenos Aires.Aires and a Master in Business Administration (MBA) from Universidad de San Andrés. He also completed an international certification program in Compliance from the Universidad Austral (IAE). He has been our human resources managerserved as Internal Auditor Manager of Central Puerto since 2016. He previously worked at ExxonMobil for almost 20 years, where he held different positions in the commercial2008 and human resources areas. Before becoming our human resources manager,since 2018, he was human resources manager of Argentine operations in LyondellBasell.also appointed as Compliance Officer. Before Central Puerto he worked for CMS Energy as Internal Auditor Manager and SOX Compliance Manager among other positions between 1999 and 2007.
Rubén VázquezLeonardo Katz: holds a degree in ElectricalIndustrial Engineering from the Universidad Tecnológica Nacional Facultad Regional Buenos Aires.de Salta. He has been our renewable energy manager since 2015.also received an MBA degree in 2001 from Universidad del CEMA. He has more than 3020 years of experience in utilities where he held different positions boththe Generation sector. He has been the General Manager of Central Vuelta de Obligado S.A., in technicalcharge of the completion of the project and the closing of commercial areaslitigation, currently remain as a Chairman. Previously Mr Katz served in Central Puerto as Planning and gained international utilities experience.Investments Manager (Dec’15 to Dec’19), Head of Internal Investment Planning (Apr’07-Dec’15). He served as market director of Edesur until 2015Latam Senior Market Analyst since Set’97 in CMS Energy an American company who used to have assets in Argentina and Latam. He is a member ofDirector in the board of directors of Edesur and Distrilec Inversora S.A.FONINVEMEN Projects since its completion.
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. Within one year following the completion of this global offering, we expect thatannual report, all members of our Audit Committee will either satisfy the independence requirements of the Commission and NYSE applicable to the audit committees of foreign private issuers or will qualify for an exemption under applicable rules, with the Rule 10A-3(b)(1)(iv)(A) exemption.issuers. The members of our Audit Committee are entitled to annual compensation in the form of a fixed salary. Our Audit Committee also has two alternate members, one of which isand both are independent under Rule 10A-3 and applicable NYSE standards.
We will take the necessary measures to ensure that independent alternate members are available in order to fill possible vacancies. A quorum for a decision by the Audit Committee will require the presence of a majority of its members and matters will be decided by the vote of a majority of those present at the meeting. A chairman of the committee must be appointed during the first meeting after members of the committee have been appointed. The chairman of the committee may cast two votes in the case of a tie. Pursuant to our bylaws, the committee will pass resolutions by the affirmative vote of the majority of members present. Decisions of the Audit Committee will be recorded in a special corporate book and will be signed by all members of the committee who were present at the meeting. Pursuant to Section 17 Chapter III Title II of the CNV rules, the Audit Committee must hold at least one regularly scheduled meeting every three months.
Pursuant to Argentine Capital Markets Law, No. 26,831, the Audit Committee, among other things: | ● | | advises on the Board of Directors’Directors’ proposal for the designation of external independent accountants and ensure their independence; |
| ● | | 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 grounded opinions on related-party transactions under certain circumstances and files such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest. |
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)
| Miguel Dodero | | | | | Tomás José White | Chairman | May 14, 2018 | May 18, 1957 | Independent | Juan José Salas | Member | May 16,6, 2016 | February 16, 195523, 1960 | Independent | Osvaldo Arturo Reca | Chairman | | | | José Luis Morea | Member | May 13, 2019 | October 22, 201519, 1954 | December 14, 1951 | Non-IndependentIndependent | Jorge Eduardo Villegas | Alternate Member | May 11, 2017 | January 9, 1949 | Independent | Jorge Carlos BledelOscar Luis Gosio | Alternate Member | May 11, 2017July 12, 2007 | April 19,August 17, 1954 | Non-Independent | Juan José Salas
| Alternate Member | September 21, 2015 | February 23, 1960 | 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 | Marcelino Diez | Syndic | 2007 | Public Accountant | August 8, 1943 | 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 21,23, 1961 | Carlos Adolfo Zlotnitzky | Alternate Syndic | 2016September 21, 2015 | Public Accountant | April 4, 1981 | Mariano Luis LuchettiLucas Nicholson | Alternate Syndic | 2016April 27, 2018 | Lawyer | May 3, 1973October 9, 1985 |
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. Marcelino Diez holds a degree in Accounting from the Universidad de Belgrano. He has served as a syndic of our Supervisory Committee since 2007. From 1985 to 1995, he served as director of Noblex S.A. He is a syndic of Patagonia Gold S.A. and Minera La Paloma S.A.
.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. Mariano Lu’s LuchettiLucas Nicholson holds a degree in law from the Universidad Católica Argentina. He serveddel Salvador. In addition, he took a graduate level course in legal framework of agribusiness in the Universidad Austral. From 2011 to 2016, he worked at the law firm Nicholson & Cano in their corporate and competition law departments. In 2016, together with Santiago Williams and Agustín Ibarzábal, he founded WIN Abogados. In addition, he currently serves as ansyndic of IGCE, Energía Sudamericana S.A., DGCE, COyServ S.A., and, since 2018, alternate syndic of our Supervisory Committee in the past and was re-appointed in 2016. Mr. Luchetti is a partner at Bruchou, Fernández Madero & Lombardi. He is currently a member of the board of directors of Distrilec. Mr. Luchetti also serves as syndic for Proener S.A.U., RPBC Gas S.A., RPE Distribución S.A., CP Renovables, Parques Eólicos Australes S.A., CP La Castellana, CP Achiras, Pecom Servicios Energía S.A., Pecom Servicios Medioambientales S.A. and Skaneu S.A. and as an alternate syndic for Vuelta de Obligado S.A., RPM Gas S.A., PB Distribución S.A., Hidro Distribución S.A., Dique Uno Inversiones S.A., PCF S.A., PCFG Advisory S.A. and SudaicaCentral Puerto S.A.
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 Mr. Rufino Escasany is the son of Mr. Eduardo Jose Escasany, and both serve as directors of our Board of Directors. Mr. Eduardo Antonio Erosa and Mr. Horacio Ricardo Erosa are brothers, and serve as Syndic and Alternative Syndic, respectively, on our Supervisory Committee. Mr. Juan Antonio Nicholson is the father of Lucas Nicholson, and serve as Syndic and Alternate Syndic, respectively, on our Supervisory Committee. Mr. Diego Gustavo Petracchi and Tomas Peres are cousins, and serve as Directors, on our Board of Directors.
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% |
(1) | Diego Fernando Miguens is the beneficial owner of Polinter S.A., which directly holds 9,975,857 of our common shares. Polinter S.A. also holds a 19.25% equity interest in Plusener S.A., which in turn directly holds 158,073,984 of our common shares. |
Additionally, as of January 11, 2018, each of the following directors and senior officers own less than 1.00% percent of our common shares: Gonzalo Alejandro Pérès Moore, Jorge Carlos Bledel, Marcelo Atilio Suvá and Juan Carlos Martín Casas.
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:
| Union | | | | | 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 | | | | | | | |
|
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|
|
|
| 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 | | | | | | |
|
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| | | | | 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 |
1
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 | | | 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% |
| | | 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% |
| ** | LessMarcelo Suvá Enrique Terraneo, Leonardo Katz and Martín Fernández Barbiero each own less than 1% of the outstanding common stock. |
(1) | Guillermo Pablo Reca also owns 273,418,197 ordinary class B shares in our subsidiary, CP Renovables, which represents 29.81% of CP Renovables’ shares.
| (2) | Diego Fernando Miguens is the beneficial owner of Polinter S.A., which directly holds 9,975,857 of our common shares. Polinter S.A. also holds a 19.25% equity interest in Plusener S.A., which in turn directly holds 158,073,984 of our common shares. | (3)(1) | 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. | | | | | Shareholder | | | | | | | | | Guillermo Pablo Reca(1) | 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% | |
(1)
Guillermo Pablo Reca also owns 273,418,197 ordinary class B shares in our subsidiary, CP Renovables, which represents 29.81% of CP Renovables’ shares.
(2)
Carlos José Miguens is the beneficial owner of Cantomi Uruguay S.A, which directly holds 16,895,885 of our common shares. Cantomi Uruguay S.A. also holds a 42.26% equity interest in Plusener S.A., which in turn directly holds 158,073,984 of our common shares.
(3)
Diego Fernando Miguens is the beneficial owner of Polinter S.A., which directly holds 9,975,857 of our common shares. Polinter S.A. also holds a 19.25% equity interest in Plusener S.A., which in turn directly holds 158,073,984 of our common shares.
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: | | Event | 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 |
Item 7.B Related Party TransactionsArgentine 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 Three membersA member of our Board of Directors, Gonzalo Pérès Moore, Jorge Carlos BledelMarcelo Suvá, is also a manager and Marcelo Suvá, are also directorsdirector of RMPE. In addition, Guillermo Pablo Reca holds a 45.65%70.65% interest in RMPE and currently serves as regular director and chairman of RMPE. RMPE (formerly known as SADESA Servicios S.A.) provides certain administrative, financial, commercial, human resources and general management services to us under the terms of the management assistance proposal dated November 30, 2007, as amended and assigned (the “Assistance Proposal”“Assistance Proposal”). The Assistance Proposal was valid for five years as of December 1, 2007, was automatically extended for another five-year period until December 1, 2017 and has been extended recently for another five-year period until December 1, 2022. We must pay a fee equal to one and a half percent (1.50%) of our annual gross sales revenues carried out as a result of our main activities. The amounts accrued under this agreement in years ended December 31, 2017, 20162020, 2019, and 2015 (before giving effect to the 2016 Merger)2018 were Ps. 96.35544.4 million, Ps.65.08Ps. 489.1 million, and Ps.24.16Ps. 334.9 million million, respectively. Other than the management assistance services we receive from RMPE, a lease between us, as lessor, and RMPE, as lessee, involving monthly payment of Ps.12,000,Ps.18,000, and the directorship of three membersone member of our Board of Directors (Marcelo Suvá), we have no related party relationship with RMPE.
. For more information on the related party transactions with RMPE, see Note 1916 to our audited consolidated financial statements.Audited Consolidated Financial Statements. CP Renovables Shareholders Agreement
On January 18, 2017, we entered into a shareholders agreement (the “CPR Shareholders Agreement”) with the minority shareholder of CP Renovables, Guillermo Pablo Reca (the “CPR Minority Shareholder”). As of the date of this annual report, we directly hold a 70.19% equity interest in CP Renovables (class A shares), while the CPR Minority Shareholder directly holds the remaining 29.81% equity interest (class B shares). The board of directors of CP Renovables consists of three members, two of which are appointed by us and one by Mr. Reca, and decisions are approved by a simple majority of its members, with certain exceptions, as set forth below.
The CPR Shareholders Agreement regulates, among other things, the governance of CP Renovables and its subsidiaries, and the transfer of shares of CP Renovables. The CPR Shareholders Agreement is also binding on future holders of CP Renovables class A and class B shares.
The CPR Shareholders Agreement grants protective minority rights to the holders of class B shares, including (i) the right to designate at least one director in CP Renovables and its subsidiaries and one member of the Supervisory Committee of CP Renovables, and (ii) the requirement of an affirmative vote from holders of class B shares or the director elected by holders of class B shares, as applicable, to take certain actions in CP Renovables and its subsidiaries, including, to amend CP Renovables’ bylaws, receive capital contributions, undertake mergers or similar transactions, undertake a public offering, distribute dividends, create liens, and enter into transactions with related parties.
The CPR Shareholders Agreement also grants holders of class A and class B shares a right of first refusal in connection with any transfer of shares other than to persons controlled by holders of class B shares and to other specified persons. In addition, the holders of class B shares benefit from customary tag-along rights.
In addition, we have agreed in the CPR Shareholders Agreement that if any person acquires control of Central Puerto or any person is required to launch a mandatory tender offer with respect to Central Puerto’s shares (see “Item 10.B. Memorandum and articles of association—Mandatory Tender Offer Regime”), the holders of class B shares shall have the right to (i) purchase all (but not less than all) of our shares in CP Renovables (the “call option”), or (ii) require us to purchase all or part of the shares held by the holder of class B shares in CP Renovables (the “put option”). Pursuant to the terms of the CPR Shareholders Agreement, “control” means the power to, directly or indirectly, through the ownership of shares, by contract or otherwise, appoint the majority of the board members of Central Puerto, or otherwise direct or arrange to direct the administration and policies of Central Puerto. In the event that the call option or put option are exercised, the purchase price for the CP Renovables shares being acquired shall be calculated by independent consultants, as specified in the agreement. However, if the acquisition of control occurs before the La Castellana Project reaches its commercial operation date, the purchase price of the CP Renovables shares shall be the amount of capital contributed by Central Puerto in CP Renovables. In addition, if the holders of class B shares elect to exercise the put option, they may elect to have the price determined by reference to the price paid by the investor that acquired control of Central Puerto.
On December 22, 2017, we entered into a Guarantee and Sponsor Support Agreements, as part of the facility documents of the IIC—IFC Facilities for CP La Castellana and CP Achiras. If the holders of class B shares elect to exercise the call option in accordance with the CPR Shareholders Agreement, such action could result in a breach of our obligation to maintain certain equity stakes in CP Renovables, CP La Castellana and CP Achiras under such agreement (for further information see “Item 5.B. Liquidity and Capial Resources—Indebtedness—Loans from the IIC—IFC Facilities”).
The foregoing description of CPR Shareholders Agreement and the rights contained therein is qualified in its entirety by reference to CPR Shareholders Agreement, which is incorporated as exhibit to this annual report by reference to Exhibit 10.1 of our registration statement on Form F1 (Filer No. 333222402), as amended, filed with the Commission on January 3, 2018.
CP Renovables Stock Option Agreement
On January 18, 2017, CP Renovables entered into a stock option agreement with its chairman and general manager (or CEO), Guillermo Pablo Reca, pursuant to a stock option plan approved by CP Renovables’ shareholders on April 28, 2016. Under the stock option agreement, Guillermo Pablo Reca has (a) the obligation, for a three-year term, to (i) develop the CP Renovables business by, among other things, facilitating investments, proposing acquisitions and business opportunities for the expansion of renewable energy projects and (ii) lead the development of the existing projects of CP Renovables; and (b) the right to purchase up to 63,058,342 class B shares of CP Renovables (the “initial option shares”) and an additional number of class B shares equal to 10% of any increase in capital stock made after the date of the stock option agreement (the “additional option shares”), in whole or in part, at any time prior to the seventh anniversary of the date of the stock option agreement. The total number of CP Renovables’ shares that Mr. Reca is entitled to purchase represents 10% of the fully diluted capital stock of CP Renovables. The aggregate price for the initial option shares (assuming all are purchased) is of U$$3,963,690. The price of any additional option shares will be the U.S. dollar equivalent (based on the exchange rate at the time of the relevant capital increase) of the subscription price paid per share for the shares of CP Renovables issued pursuant to such capital increase. The stock option agreement includes adjustments and anti-dilution protections including with respect to in-kind capital increases and dividend distributions by CP Renovables and other transactions such as stock splits and redenomination of par value. In addition, Mr. Reca can assign his rights under the stock option agreement without the consent of CP Renovables. In case the stock option agreement is terminated by CP Renovables due to a breach by Mr. Reca of his obligations during the three years following its execution, Mr. Reca’s right to purchase the initial option shares and the additional option shares will vest proportionally based on the time that Mr. Reca served as general manager (or CEO) of CP Renovables from January 18, 2017 to January 18, 2020. As of the date of this annual report, the option has neither been exercised nor assigned.
Item 7.C Interests of experts and counsel | Item 7.C | Interests of experts and counsel |
Not applicable. Item 8. Financial Information
| 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. As Based on the opinion of legal counsel and on the date of this annual report,IFRIC accounting guidelines, we do not expectconcluded that it is probable that the AFIP, or ultimately,Argentine tax authority may accept the Supreme Court will approve our filedCompany’s interpretation, thus not requiring to register a liability under such item with respect to income tax returns. Accordingly, as of December 31, 2017, we recorded a provisiondetermination for Ps391.01 million, which was recognized during thefiscal year ended December 31, 2014.
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.
As of the date of this annual report, we do not expect that the AFIP, or ultimately, the Supreme Court will approve our request for recovery of income tax we previously paid, or whether the conditions to apply the adjustment for inflation mechanism will be satisfied. We have not recognized a receivable in this regard.
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. IItemtem 8.B SignificantSignificant Changes The main subsequent events occurred after the closing date of the annual financial statements (December 31, 2017)2020) are the following: Indebetness - Loans fromCommunication “A” 7230 issued by the IIC—IFC Facilities. Castellana and Achiras LoansCentral Bank
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.
On January 15, 2018 CP Achiras entered into a short-term bridge loan with Banco de Galicia y Buenos Aires in the amount ofpreviously issued Communication “A” 7106 to all those debt installments higher than US$72 million for the acquisition of wind turbines. This loan accrues interest at an annual interest rate of 3.1%becoming due between April 1 and matures on March 18, 2018.
On January 17, CP Achiras entered into the IIC—IFC Facility II an 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, to provide loans for a total amount of up to US$50,700,000, 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 II, 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.
Acquisition of Vientos La Genoveva S.A.
On March 7, 2018, our subsidiary CP Renovables S.A. acquired 100% of the equity interests in Vientos La Genoveva S.A. and, on that same date, transformed it into a S.A.U. Vientos La Genoveva S.A.U. is a company engaged in generation and commercialization of electric power through renewable sources. For more information on La Genoveva I, the wind energy project that we are developing through our subsidiary Vientos La Genoveva S.A., see “Item 5.A Operating Results—Proposed Expansion of Our Generating Capacity” and “Item 5.A Operating Results—Public Bid Process for New Renewable Energy Generation Units.”
Awarding of co-generation projects
On January 4, 2018, the Company entered into power purchase agreements with CAMMESA for the co-generation projects “Terminal 6 San Lorenzo” and “Luján de Cuyo” for a 15-year term as from the launch of commercial operations.
La Plata Plant Sale
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 the La Plata plant’s assets, with effective date January 5, 2018.31, 2021. Consequently, 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. See “Item 4. Information of the Company—Recent Developments—La Plata Plant Sale” and Note 21 to our audited consolidated financial statements.
Resale of natural gas transport capacity
The contract between us and Transportadora de Gas del Sur (“TGS”) for the natural gas transportation capacity remains effective after the sale of the La Plata plant. Pursuant to the terms of our agreement with YPF, we resell our gas transportation capacity to YPF 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 will receive the gas transportation capacity needed to operate the La Plata plant. Therefore, on January 25, 2018, we have 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 without the risk of intervention from interested third parties. As of the date of this annual report, our registration as a natural gas seller is pending.
Approval of Commercial Operations of thermal plant Central Vuelta de Obligado
Effective as of March 20, 2018, CAMMESA granted the CVO Commercial Approval in the WEM of units TG11, TG12 and TV10, as a combined cycle of the thermal plant Central Vuelta de Obligado, located in the Province of Santa Fe, with an installed capacity of 778.884 MW (net power output to the grid).
As a consequence of the CVO Commercial Approval and pursuant 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 (the “CVO agreement”), we are entitled to collect LVFVD accrued between 2008 and September 2010, after adding the interest established by Art. 3 of Resolution SE 406/03 and converted into US dollars at the exchange rate of the date of the CVO agreement. Pursuant to the Agreement for LVFVD during 2008-2011, this capital accrues interest, starting from the date of the CVO agreement (i.e., November 25, 2010), at 30-day LIBOR plus 5.00%. Additionally, certain receivables that accrued after September 2010 and were also included in the CVO agreement, accrue interest at 30-day LIBOR plus 5.00%, starting from the due date of each of these receivables.
The total estimated amount due to us under the CVO agreement is US$545 million (including VAT), which will be collected in 120 equal, consecutive, monthly installments, starting from the date of CVOCommercial Approval, accruing interest at 30-day LIBOR plus 5.00% interest. We estimate that, as a result of the foregoing, we will have a one-time gain, before income tax, of approximately Ps. 8,900 million, at an exchange rate of Ps. 20.17 to US$1.00, which was the spot bid exchange rate reported by the Banco de la Nación Argentina for wire transfers (divisas) as of March 20, 2018, which will be recognized by us in our interim financial statements as of and for the three-month period ended March 31, 2018.
Potential sale of our interest in ECOGAS
We are currently assessing various strategic opportunities regarding DGCU and DGCE, including a possible 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, 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. As of the date of this annual report, we continueare maintaining negotiations with Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC with the aim of rescheduling installments becoming due in June, September and December 2021 according to evaluate this strategy.the loan agreement signed with such creditor banks. 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.”
Item 9. The Offer and Listing | Item 9.A. | Offer and listing details |
Item 9.A. Offer and listing detailsThe table below shows, for the periods indicated, high and low closing prices in Argentine pesosOur shares are listed on the Buenos Aires Stock Exchange:
| Buenos Aires Stock Exchange Ps. per share(1)(2) | | | | | 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 |
(1) Source: Buenos Aires Stock Exchange.
(2) For comparative purposes, the price per share in this chart reflects adjustments for changes in the amount of outstanding shares in the company. Price per share in each period is shown in this table as market capitalization during such period, divided by the current amount of outstanding shares.
(3) Through April 26, 2018.
The ordinary shares tradeBYMA and, since February 2, 2018, have been listed on the NYSE inunder the form of ADSs issued by Citibank, N.A., as depositary. Each ADS represents ten ordinary shares. The table below shows the high and low market prices of the ADSs in dollars on the NYSE for the periods indicated.symbol “CEPU.”
| | | | | 2018 | | | February | 19.20 | 15.61 | March | 17.77 | 16.39 | April(1) | 17.28 | 15.85 |
(1) Through April 24, 2018.
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. SellingConsequently, the total trading volume of our common shares during 2020 was 595,630,589. Not applicable. Not applicable. Not applicable. Not applicable.
Item 10. Additional InformationNot applicable.
Item 10.B. Memorandum | Item 10.B. | Memorandum and articles of association |
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’Shareholders’ meetings will be called for by publishing notices in the Official Gazette and in one of Argentina’sArgentina’s major newspapers for five (5) days, no less than twenty (20) and no more than forty five (45) days in advance of the scheduled date for the meeting. The notice will include the type of meeting, as well as the date, time and place where it will be held and the agenda. Ordinary and extraordinary shareholders’shareholders’ meetings are subject to the quorum and majorities required by Section 79 of the Capital Market Law and Sections 243 and 244 of the Argentine Corporate Law.
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. Such obligation is not applicable in cases where the acquisition would not trigger a change of control of the company. It also does not apply in cases where there is a change of control as a consequencecase of a corporate reorganizationperson effectively acquiring, individually or asin concert with other persons, a consequence of mere redistributions of shares among companies of the same group.
Concept ofcontrolling interest in a “Significant Share”
The regulations establish a duty to effect an offer with respect to part or all of the outstanding shares of thelisted company depending on the percentage of the voting capital stock to be acquired. The regulations provide for the following duties relating to the OPA:whether:
| ● | | Wheneverthrough the goal isacquisition of shares or subscription rights or options granted by the issuing company itself on those shares, convertible securities or other similar securities which, directly or indirectly, may give the right to acquire a holding equal to the subscription and/or greater than 35% of the voting capital stock or of the company votes, the offer must be made for a numberacquisition of securities, or conversion of those shares with voting rights in that would enable the purchaser to acquire at least 50% of the voting capital stock of the affected company.company; |
| ● | | Wheneverthrough agreements with other holders of securities that, in a holding equalconcerted manner, grant the necessary votes to form the corporate will in ordinary meetings or greater than 50%to elect or revoke the majority of the directors or members of the supervisory committee, as well as any other agreement that, for the same purpose, regulates the exercise of voting capital stockrights in the administrative organ or to whom the voteslatter delegates the management. The CNV regulations clarifys that (a) this assumption will be applicable when (i) the parties to the agreement have acquired the voting shares of the company, is sought,acting individually or in concert within the offer shall be made for12 months prior to the number of securities that would enable the purchaser to obtain 100%signing of the voting capital stockagreement; or (ii) when a new shareholder promotes and subscribes an agreement with others in order to establish joint control of the affected company. The applicationcompany by reason of its entry as a shareholder; and (b) this stipulationsituation shall have priority overnot apply when a shareholding of less than 50% is acquired in a controlling company of a listed company and there is a prior agreement to which the stipulation discussednew shareholder adheres, occupying the position held by the selling shareholder, without any change in the preceding paragraph.controlling company's shareholding in the target company; or |
| ● | 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 &boxh;5 % or less of the total trading volume on the trading floor of the day of arrangement&boxh;, 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. In order to determine the fair price, the following criteria must be considered, according to the CNV Rules: (i) book value of the shares; (ii) valuation of the target company according to discounted cash flows (DCF) or other applicable valuation criteria applicable to comparable business; and (iii) average price of the shares for the last six months before the “offer.” Based on certain interpretations of Law No. 26,831 and the CNV Rules, the average price of the shares for the last six months before the “offer” should be considered as a minimum price. The price couldmay be challenged by both the CNVofferor by means of a direct appeal before the Federal Courts of Appeals with jurisdiction over commercial matters within 30 business days of notification of the refusal. Minority shareholders may also object to the price from the date of the announcement of the offer or the filing of the withdrawal request and any offeree shareholder.until the CNV's objection period described above.
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 Without prejudice to the penalties established by the CNV,The Argentine Capital Markets Law No. 26,831 provides that purchases in violation of such regime will be declared irregular and ineffective for administrative purposes by the CNV and cause the auction of the shares acquired in violation of the applicable regulation, without prejudice to the penalties that may correspond.correspond under CNV regulations, such as restriction in the use of political rights derived from its shares in the company.
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: | ● | | The equity value of the shares, taking into account a special financial statement for the withdrawal from the public offering system or listing; |
| ● | | The value of the company, in accordance with discounted cash flow criteria and ratios applicable to comparable businesses or companies; |
| ● | | The company’s liquidation value;
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| ● | | Average quotation prices on the stock exchange where the shares are listed during the six month period immediately preceding the withdrawal application, regardless of the number of sessions necessary for such negotiation; and |
| ● | | The consideration offered before, or the placement of the new shares, in the event that a public offering has been made with regard to the same shares or if new shares have been issued, if applicable, during the last year, to be counted as of the date of the agreement for the withdrawal application. |
Under no circumstances can the fair price offered be lower than the price indicated in the fourth bullet above.criteria of Section 88 of Argentine Capital Markets Law.
Mandatory or Voluntary Tender Offer in the Case of Near-total Control IfWhen a publicly traded Argentine company becomes subject to near-total control any minority shareholder may, at any time, request the controlling person to make a tender offer to all the minority shareholders at an “equitable price” under the terms of Section 88 of this Argentine Capital Markets Law for near-total control scenarios. In addition, within six (6) months from the date on which the company has come under the near-total control of another person, the latter may issue a unilateral declaration of willingness to acquire all the remaining capital stock held by third parties.
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.
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.” In January 2002,On September 1, 2019, after the market disruptions caused by the results of the primary elections, with the approvalpurpose of strengthening the normal functioning of the Public Emergency Law, Argentina declaredeconomy, fostering a public emergency situation in its social, economic, administrative,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 issued Decree No. 609/2019 whereby foreign exchange matterscontrols were temporarily reinstated. The decree: (i) reinstated, originally until December 31, 2019, the exporters’ obligation to repatriate the proceeds from exports of goods and authorizedservices in the Argentine executive branch to establish a system to determine the foreign exchange rate between the Argentine pesoterms and foreign currencies and to issue foreign exchange-related rules and regulations. Within this context, on February 8, 2002, through Decree No. 260/2002, the Argentine executive branch established (i) the MULC, through which all foreign exchange transactions in foreign currency must be conducted, and (ii) that foreign exchange transactions in foreign currency must be conducted at the foreign exchange rate to be freely agreed upon among contracting parties, subject to the requirements and regulations imposedconditions set forth by the Central Bank.Bank’s implementing regulations and settle for Pesos through the FX Market; and (ii) authorized the Central Bank to (a) regulate access to the FX Market for the purchase of foreign currency and outward remittances; and (b) set forth regulations to avoid practices and transactions aimed to circumvent, through the use of securities and other instruments, the measures adopted through the decree. On the same date, the Central Bank issued Communication “A” 6770, which was subsequently amended and supplemented by further Central Bank communications.
The followingAt present, foreign exchange regulations have been consolidated in a single regulation, Communication “A” 6844, as subsequently amended and supplemented from time to time by Central Bank’s communications (the “FX Regulations”). Below is a description of the main aspects of Central Bank regulations currently in place concerning inflows and outflows of funds in Argentina.exchange control measures implemented by the FX Regulations:
Pursuant to Communication “A” 6244 dated May 19, 2017, effective as of July 1, 2017Reporting Regime
| 1. | Argentine residents, as well as non-Argentine residents, may freely access the MULC. |
| 2. | Foreign exchange transactions have been simplified, requiring customers to provide only their CUIT, CUIL, CDI or CIE tax identification numbers or Documento Nacional Identidad (National Identification Document, or DNI). Transactions do not need to be formalized through a sales contract and do not need a concept code.
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| 3. | Automatic accreditation in local accounts of funds received from abroad: when a beneficiary’s account is specified in a transfer from abroad, the financial institution must place the funds received directly and without intervention by the client, unless the client has previously and expressly instructed otherwise.
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| 4. | Financial and foreign exchange entities may freely determine the level and use of their general foreign exchange positions. |
| 5. | Time restrictions for carrying out foreign exchange transactions have been eliminated. |
| 6. | Financial and foreign exchange entities may voluntarily provide information on retail exchange rates offered in the City of Buenos Aires, which will be posted on the Argentine Central Bank’s website.
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| 7. | The mandatory inflow and settlement of export proceeds through the MULC within the term of ten years is still in effect. |
| 8. | The types of financings that may be cancelled abroad through the direct use of export proceeds have been expanded. |
Unified Report of Direct Investment and Debt
Pursuant to Communication “A” 6401, datedOn December 26,28, 2017, a newthe BCRA replaced the reporting regime was created by means of which the “Surveyregimes set forth on the issuance of foreign notes and liabilities by the financial and private non-financial sector,” established by Communication “A”Communications “A” 3602 and the “Survey on direct investments,” established by“A” 4237 with Communication “A” 4237, were replaced by“A” 6401 (and supplemental Communication “A” 6795), a unified report on direct investmentsregime applicable from December 31, 2017 (the “External Assets and debt. OnlyLiabilities Reporting Regime”). Under such regime, Argentine residents (both legal entities or natural persons) whose flow of balance of foreign assets or debts flow or balance during the previous calendar year reachesequal to or exceedsin excess of the equivalent of US$1 million in Argentine pesosPesos are required to report foreign holdingholdings of (i) shares and other capital participations; (ii) debt; (iii) financial derivatives; and (iv) real estate, on an annual basis. Argentine residents whose flow or balance of foreign assets or debts reachesflow or exceedsbalance during the previous calendar year equal to or in excess of US$50 million in Argentine Pesos, are required to comply with these reporting obligations on a quarterly basis. From March 31, 2020, all residents with external liabilities at the end of any quarter, or residents who have cancelled any of its external liabilities during such period, must file the report within 45 calendar days from the end of the quarter.
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.
Duly registered securities that are denominated and payable in foreign currency in Argentina 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. 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 “PFIC”“PFIC”). |
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 In viewTaxation applicable on the distribution of the recent amendments introduced to the Income Tax Law by virtue of Law No. 27,430, as of fiscal years beginning on or after January 1, 2018, the taxation applicable to dividends distributed from Argentine companiesCompanies would be as follows:
| i. | Dividends originated from profits obtained before fiscal year 2018: are not subject to any income tax withholding except for the Equalization Tax (as defined below). | (i) Dividends originated in profits obtained during tax periods initiated before January 1, 2018: no Argentine income tax withholding (“ITW”) would apply except for the application of the “Equalization Tax” (as defined below). | ii. | Dividends originated from profits obtained during fiscal years initiated after January 1, 2018 and up to December 31, 2019: dividends on Argentine shares paid to Argentine Individuals and/or non-residents (“(ii) Dividends originated in profits obtained during fiscal years initiated after January 1, 2018 and up to December 31, 2020:Foreign Beneficiaries”) are subject to a 7% income tax withholding on the amount of such dividends (“Dividend Tax”).
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| iii. | Dividends originated from profits obtained during fiscal years initiated after January 1, 2020 onward: the tax rate is raised to 13%. | -Non Argentine residents and Argentine resident individuals and undivided estates: dividends on Argentine shares would be subject to a 7% ITW on the amount of such dividends (“Dividend Tax”). -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. If dividends are distributed to Argentine Entities as defined below, no Dividend Tax should apply.
With regards to income obtained during fiscal years beginning on or after January 1, 2018, the Equalization Tax is not applicable. With regards to income obtained in prior fiscal years, the Equalization Tax is applicable.
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: Capital gains obtained by Argentine corporate entities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of foreign entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) (the “-Argentine EntitiesArgentine Entities”) derived from the sale, exchange or other disposition of sharesin Argentine entities are: subject to income tax on the net income at the applicable corporate rate of 30%(30% for fiscal years initiated after January 1, 2018 and up to December 31, 20192020, and at the rate of 25% for tax periods initiated after January 1, 20202021, and onwards.onwards). Please note that there is currently under analysis a bill proposing the application of progressive rates up to 35%. Losses arising from the sale of shares can only be offset against income derived from the same type of operations, for a five-year carryover period.
Beginning in 2018, it is clear that income-Argentine Individuals and undivided estates: Income obtained by Argentine Individuals fromfor the sale, exchange or other disposition of common shares and other securities areis exempt from capital gains tax in the following cases: (i) when the shares are placed through a public offering authorized by the CNV,CNV; and/or (ii) when the shares wereare traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, offers; and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offeringa tender offer regime and/or exchange of shares authorized by the CNV.
It shouldADSs would not qualify for the capital gains tax exemption indicated above, since the referred conditions would not be noted that for periods prior to 2018, it is currently under discussion ifmet. If the exemption (introduced bydoes not apply, the income derived from the sale, exchange or other disposition of ADSs (and shares, if applicable) is subject to income tax at a 15% rate on net income, calculated under the Argentine Income Tax Law 26,893 and its implementing decree 2334/2013) applicable onrules. Losses arising from the sale of non-exempt Argentine shares can only be offset by Argentine individuals and otherundivided estates located in Argentina against income derived from operations of the same source and type (understanding by “type” the different concepts of income included under each article of Chapter II, Title IV of the Income Tax Law), for a five-year carryover period.
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).
Due to the recent amendments introduced to the Income Tax Law by Law No. 27,430, as from 2018, -Non Argentine Residents: non-Argentine resident individuals or legal entities (“Foreign BeneficiariesBeneficiaries”) are also exempt from income tax on incomethe capital gains derived from the sale of Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV,CNV; and/or (ii) when the shares wereare traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers,offers; and/or or (iii) when the sale, exchange or other disposition of shares is made through an initial public offeringa tender offer regime and/or exchange of shares authorized by the CNV. The exemption applies to the extent the Foreign Beneficiaries reside in a cooperative jurisdiction or“cooperative jurisdiction” and, in accordance with Section 90 of the regulatory decree of the Income Tax Law, if their funds come from cooperative jurisdictions.
In addition, it was finally clarified that, from 2018 onward, the income derived from the sale of ADSs will be treated as coming from an Argentine source. However, capital“cooperative jurisdictions” (as defined below). Capital gains obtained by Foreign Beneficiaries from the sale, exchange or other disposition of ADSs by Foreign Beneficiaries, provided that they reside in a cooperative jurisdiction and their funds come from cooperative jurisdictions, are exempt from income tax.
The exemptiontax on the sale of Argentine shares and/or ADSs would only applycapital gains, to the extent that the underlying shares are authorized for public offering by the CNV.
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. According to the Decree No 279/2018, Foreign Beneficiaries domiciled inwhose funds come from, non-cooperative jurisdictions, the gain derived from dispositiontax rate applicable to the sales of shares would be subject to Argentine income taxand/or ADSs is assessed at 35% on a 35% rate on thepresumed net capital gain or at a 31.5% effective rate on the gross price. However, the General Resolution 4227 only contemplates the option to pay onbasis of 90% of the gross sale price.
Losses obtained by Argentine Individuals arising fromGeneral Resolution (AFIP) N°4227/2018 provides different payment mechanisms for the applicable tax on Foreign Beneficiaries, depending on the specific circumstances of the sale of shares can only be offset with the profits derived from the same type of operations, for a period of 5 years.transaction.
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. It is unclear if the ADSs are subject to the personal assets tax applicable to Foreign Beneficiaries, although the underlying assets (the common shares) are subject to the personal assets tax as it was previously described. Holders are encouraged to consult a tax advisor as to the particular consequences of theArgentine personal assets tax consequences derived from the holding of ADSs.ADSs or common shares.
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%. The TDC has certain exemptions. Debits and credits in special checking accounts (created under Communication “A” 3250 of the Argentine Central Bank) are exempted from this tax if the accounts are held by foreign legal entities and if they are exclusively used for financial investments in Argentina. For certain exemptions and/or tax rate reductions to apply, bank accounts must be registered with the Tax Authority (AFIP-DGI) in accordance with AFIP’s General Resolution No.3900/2016.
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 Argentine entities are subject to this tax at the rate of 1% applicable over the total value of their taxable assets, above an aggregate amount of Ps.200, 000. Specifically, the law establishes that banks, other financial institutions and insurance companies will consider a taxable base equal to 20% of the value of taxable assets. This tax is only payable if the income tax determined for any fiscal year does not equal or exceed the amount owed under the tax on minimum presumed income. In such case, only the difference between the tax on minimum presumed income determined for such fiscal year and the income tax determined for that fiscal year shall be paid. Any tax on minimum presumed income paid will be applied as credit toward income tax owed in the ten next following fiscal years. Please note that shares and other equity participations in entities subject to tax on minimum presumed income are exempt from this tax.
Holders are encouraged to consult a tax advisor as to the particular consequences of the Argentine tax on minimum presumed income related to the holding of ADSs or common shares.
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. Gross TurnoverPAIS Tax (“Impuesto para una Argentina inclusiva y solidaria”)
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. 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, the Netherlands, Norway, Russia, Spain, Sweden, Switzerland, the UK and Mexico. Likewise, Argentina has signed a new treaty with the United Arab Emirates, but is still undergoing the respective ratification procedure. There is currently no tax treaty or convention for the avoidance of double taxation in effect between Argentina and the United States.
Incoming Funds Arising from Non-Cooperative JurisdictionsProvince courts.
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 at a 35% rate would be assessed on 110% of the amount of funds transferred. |
income tax would be assessed at 110% of the amount of funds transferred. | ● | | VAT at a 21% rate would be assessed on 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: | (i) | from an account in a non-cooperative(i) from an account in a non-cooperative/low or nil tax jurisdiction or from a bank account opened outside of a non-cooperative or low or nil tax jurisdiction but owned by an entity located in a non-cooperative or low or nil tax jurisdiction; or |
| (ii) | to a bank account located in Argentina or to a bank account opened outside of Argentina but owned by an Argentine Individual. | (ii) to a bank account located in Argentina or to a bank account opened outside of Argentina but owned by an Argentine party. 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.
With respect to the application of the abovementioned legal presumption on incoming funds from jurisdictions considered as no or low taxation regimes (defined under section 15.2 of the Income Tax Law), further clarifications are expected to be issued by the recent amendment’s implementing decree.THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF ADSs OR COMMON SHARES. HOLDERS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES ARISING IN EACH PARTICULAR CASE.
Item 10.F Dividends | Item 10.F | Dividends and paying agents |
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. Item 11. Quantitative | Item 11. | Quantitative and Qualitative Disclosures about Market Risk |
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 Changes in the interest rate affect the value of assets and liabilities accruing interest at a fixed rate, as well as cash flows from financial assets and liabilities with floating interest rates. Our short-term bank loans and our borrowings from Banco de Galicia y Buenos Aires S.A., as mentioned inSee Note 14.320 to our audited and consolidated financial statements, accrue interest at a fixed interest rate.Financial Statements for the period ended December 31, 2020.
Interest rate sensitivity See Note 20 to our audited and consolidated Financial Statements for the period ended December 31, 2020.
The following table shows the sensitivity of income before income tax as of December 31, 2017 to a reasonably likely change to the interest rates, all other variables being equal:
| Effect on income before income tax in thousands of Ps. (Loss) | 500 | (167,112) |
Foreign Currency Risk Foreign Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates.
We are exposed to the foreign currency risk in connection with the U.S. dollar to Argentine peso exchange rate, mainly as a result of our operating activities, investment projects and bank loans. We do not use derivative financial instruments to hedge such risk.
As of December 31, 2017, we had receivables and cash and cash equivalents in foreign currency in the amount of approximately US$58.5 million, and we had liabilities for US$109 million. See Note 14.920 to our audited and consolidated financial statements as ofFinancial Statements for the period ended December 31, 2017. 2020.
The following table showsForeign currency sensitivity
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) |
2020. Price Risk Our revenues primarily depend onSee Note 20 to our audited and consolidated Financial Statements for the price of electric power under the Energía Base and on the production cost paid by CAMMESA. We are not able to fix prices in the market in which we operate. See “Item 4.B. Business Overview—The Argentine Electric Power Sector” and “Item 3.D.—Risk Factors—Electricity demand may be affected by tariff increases, which could lead generation companies like us to record lower revenues.”period ended December 31, 2020.
Credit Risk Credit risk isSee Note 20 to our audited and consolidated Financial Statements for the risk of a counterparty failing to comply with the obligations undertaken under a financial instrument or business agreement, resulting in a financial loss. We are exposed to credit risk in connection with our operating activities (in particular, in connection with our trade receivables) and with our financial activities, including holdings of government securities. In particular, we have risks relating to receivables from CAMMESA. period ended December 31, 2020.
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 UnderWe are also entitled to receive the Macri administration,foreign exchange difference accrued for the term market contracts and FONI trade receivables, which are denominated in U.S. dollars, between the last date of the month of each monthly transaction of the term market contracts with CAMMESA or FONI installments, and the day prior to the due date of such monthly transaction or installment. These amounts should be paid one day after the due date of the payment of each monthly transaction or FONI installment. However, for the installments corresponding to the January 2019–December 2019 period CAMMESA had delays on such foreign exchange difference payments. The foreign exchange difference on the January 2021 and February 2021 monthly transactions of the trade receivables for the term market contracts from thermal units and FONI installments have not been collected as of the date of this annual report.
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. Trade ReceivablesDuring January and Other ReceivablesFebruary 2020 we collected the last installments from the total 120 installments that were established by TMB and TSM agreements, respectively.
Our finance departmentRegarding 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 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 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. Cash and Short-Term InvestmentsDuring 2020, we collected Ps. 6.3 billion in CVO receivables, measured in current amounts as of December 31, 2020.
Our treasury department manages the credit risk inherent to balances held in banks and financial institutions, pursuant to our corporate policy. Excess funds are invested with approved counterparts only, which are limited to banks with high credit ratings, thereby mitigating risk.
Public and Corporate Securities
Our finance department manages this risk based on our corporate policies, pursuant to which we are only allowed to invest in securities issued by established, creditworthy corporations and by the federal or provincial government.
Liquidity Risk We manage liquidity with See Note 20 to our audited and consolidated Financial Statements for the aim of guaranteeing that the necessary funds are available to support our business strategy. Short-term financing needs related to seasonal increases in working capital are covered through short- and medium-term bank credit lines. The following tables show the maturity profile of our financial liabilities.period ended December 31, 2021.
| | Description of Securities Other Than Equity Securities |
As of December 31, 2017:
| | | | | | | 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 |
As of December 31, 2016:
| | | | | | | 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 |
Item 12. Description of Securities Other Than Equity Securities Not applicable. Not applicable. Not applicable. Item 12.D American | Item 12.D | American Depositary Shares |
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. 5¢5¢ per ADS issued | Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-commonshare(s)-to-common share(s) ratio, or for any other reason) | Up to U.S. 5¢5¢ per ADS cancelled |
Service
| Fees
| Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) | Up to U.S. 5¢5¢ per ADS held | 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. 5¢5¢ per ADS held | Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off) | Up to U.S. 5¢5¢ per ADS held | ADS Services | Up to U.S. 5¢5¢ per ADS held on the applicable record date(s) established by the depositary bank |
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. Item 13. Defaults, | Item 13. | Defaults, Dividend Arrearages and Delinquencies |
None. Item 14. Material | Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds |
None. Item 15. Controls and ProceduresEvaluation 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.
7. There are inherent limitations to the effectiveness of any control system of disclosure controls and procedures, including disclosurethe possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide only reasonable assurance of achieving their control objectives. Based upon their evaluation, our company’s Chief Executive Officer and Chief Financial Officer concluded that suchas of December 31, 2020, our disclosure controls and procedures were effective at theto provide reasonable assurance level as of December 31, 201achieving their control objectives7..
(b) Management’s Report on Internal Control over Financial Reporting This annual report does not include a report of management’s assessment regardingOur management is responsible for establishing and maintaining adequate internal control over financial reporting dueas defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The company’s internal control over financial reporting was designed to a transition period establishedprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”) as issued by rulesthe International Accounting Standards Board. The company’s internal control over financial reporting includes those policies and procedures that:
| (i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; |
| (ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with 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 Not applicable. 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. Item 16.A Audit | Item 16.A | Audit committee financial expert |
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
On March 9, 2018 our Audit Committee approved the amendment of the Code of Business Conduct, according to the requirements of Argentina Law No. 27.401 (the “Corporate Criminal Liability Law”).
Item 16.C Principal | Item 16.C | Principal Accountant Fees and Services |
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): | | | | | | | | 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. Item 16.D Exemptions fromAll other fees are billed for professional services related to assistance and training on the Listing Standards for Audit Committeesimplementation of certain internal control procedures. We are relying onAudit Committee Pre-Approval Policies and Procedures
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.E PurchasesConsequently, 100% of Equity Securitiesthe services and fees rendered by our principal accountants in 2020 were approved by the Issuer and Affiliated PurchasersAudit Committee prior to their engagement to perform such work. None.
Item 16.F Change in Registrant’s Certifying Accountant | Item 16.D | Exemptions from the Listing Standards for Audit Committees |
Not applicable. Item 16.G Corporate | Item 16.E | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
None. | Item 16.F | Change in Registrant’s Certifying Accountant |
Not applicable. 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. “Controlled companies”“Controlled companies” are not required to comply with this requirement. | | 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) &hairsp;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) &hairsp;is currently an employee or has, in the last three years, been an employee of the listed company; (c) &hairsp;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 directors’directors’ fees) from, the listed company or from shareholders that have material holdings in the listed company, or with a company in which such shareholders have material holdings or exercise a material influence; (d) &hairsp;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) &hairsp;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. “Controlled companies”“Controlled companies” are not required to comply with this requirement. | | 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. “Controlled companies”“Controlled companies” are not required to comply with this requirement. | | 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 shareholders’shareholders’ meeting. Additionally, the audit committee must issue an opinion regarding the reasonableness and adequacy of such compensation. |
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) &hairsp;advise on the board of directors’directors’ proposal for the designation of external independent accountants and to ensure their independence; (b) &hairsp;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) &hairsp;oversee our information policies concerning risk management; (d) &hairsp;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) &hairsp;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) &hairsp;verify the fulfillment of any applicable rules of conduct; and (h) &hairsp;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. |
Section
NYSE corporate governance rule for U.S. domestic issuers
| Argentine corporate governance rules
| 303A.08 | Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules. | | The basic terms for any equity-based compensation plan should be considered by the general shareholders’shareholders’ meeting, notwithstanding its power to delegate any decision to the board of directors. We do not currently offer equity-based compensation to our directors, executive officers or employees, and have no policy on this matter. | 303A.09 | A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects. | | Neither Argentine law nor our bylaws require the adoption or disclosure of corporate governance guidelines. The CNV Rules contain a recommended Code of Corporate Governance for listed companies and the board of directors must include on its annual report, the degree of compliance of such code. We have adopted, as of May 26, 2011, a corporate governance manual. | 303A.10 | A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. | | Neither Argentine law nor our bylaws require the adoption or disclosure of a code of business conduct. We, however, have adopted a code of business conduct and ethics that applies to all of our employees. | 303A.12 | a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. b)* Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A. c)* Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE. | | The CNV Rules provide that each year the board of directors shall include in the annual report included in the financial statement, a report on the degree of compliance with the code of corporate governance for listed companies included in the CNV Rules. In such report, which shall be submitted to the CNV and published for the general public, the board of directors must: (i) inform if it fully complies with the guidelines and recommendations of the aforementioned code of corporate governance; or (ii) explain the reasons for which it complies only partially or it does not comply with such principles and recommendations, and indicate if the company intends to incorporate the principles and guidelines it failed to adopt. To such end, the company must (a) adopt the principles as general corporate governance guidelines and the recommendations as a framework to adopt the principles within the company; (b) notify compliance with each of the recommendations included in the Corporate Governance Manual; (c) in case of compliance include the required information in accordance with CNV Rules; and (d) in case of partial or non-compliance, justify such event and indicate the action plan for future years, or an indication of the reasons for which the board of directors does not consider appropriate or applicable to follow the recommendations and guidelines provided in the CNV Rules. | | * | We are required to comply with these rules under the NYSE Listed Company Manual |
| * | We are required to conform the structure of the Board of Directors to the changes introduced byindependence criteria established in article 11, Chapter III, Title II of the CNV Resolution No. 730/2018Rules by the first shareholders meeting held after December 31, 2018. | |
Not applicable. The Company has responded to Item 18 in lieu of responding to this Item 17. Our audited consolidated financial statementsAudited Consolidated Financial Statements are included in this annual report beginning at Page F-1.
EXHIBIT INDEX Exhibit Number
| | Description
| | | | | | | | | | | | Guarantee and Sponsor Support Agreement, dated as of December 22, 2017, among CP La Castellana S.A.U., as Borrower, CP Renovables S.A., as Sponsor and Shareholder, Central Puerto S.A., as Sponsor Guarantor and Shareholder, the Inter-American Investment Corporation, the Inter-American Investment Corporation, acting as agent for the Inter-American Development Bank, the Inter-American Investment Corporation, in its capacity as administrator of the Canadian Climate Fund for the Private Sector of the Americas, the International Finance Corporation, as Senior Lenders, The Eligible Hedge Providers Listed Therein, and Citibank, N.A., as Offshore Collateral Agent (incorporated by reference to Exhibit 10.2 of our registration statement on Form F-1 (File No. 333-222402), as amended, filed with the Commission on January 3, 2018). | | | Common Terms Agreement (the “Common Terms Agreement”), dated as of October 20, 2017, among CP La Castellana S.A.U., the Inter-American Investment Corporation, the Inter-American Investment Corporation, acting as agent for the Inter-American Development Bank, 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 the International Finance Corporation (incorporated by reference to Exhibit 10.3 of our registration statement on Form F-1 (File No. 333-222402), as amended, filed with the Commission on January 3, 2018). | | | | | | Loan Agreement, dated as of October 20, 2017, among CP La Castellana S.A.U., the Inter-American Investment Corporation, the Inter-American Investment Corporation, acting as agent for the Inter-American Development Bank, and 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 (incorporated by reference to Exhibit 10.5 of our registration statement on Form F-1 (File No. 333-222402), as amended, filed with the Commission on January 3, 2018). | | | |
Exhibit Number
| Description
| | | | | | | | | | | | Common Terms Agreement, dated as of January 17, 2018, among CP Achiras S.A.U., the Inter-American Investment Corporation, the Inter-American Investment Corporation, acting as agent for the Inter-American Development Bank, 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 the International Finance Corporation (incorporated by reference to Exhibit 10.12 of our registration statement on Form F-1 (File No. 333-222402), as amended, filed with the Commission on January 3, 2018). | | | Loan Agreement, dated as of January 17, 2018, among CP Achiras S.A.U., the Inter-American Investment Corporation, the Inter-American Investment Corporation, acting as agent for the Inter-American Development Bank, and 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 (incorporated by reference to Exhibit 10.13 of our registration statement on Form F-1 (File No. 333-222402), as amended, filed with the Commission on January 3, 2018). | | | | | | Guarantee and Sponsor Support Agreement, dated as of February 22, 2018, among CP Achiras S.A.U., as Borrower, CP Renovables S.A., as Sponsor and Shareholder, Central Puerto S.A., as Sponsor Guarantor and Shareholder, the Inter-American Investment Corporation, the Inter-American Investment Corporation, acting as agent for the Inter-American Development Bank, the Inter-American Investment Corporation, in its capacity as administrator of the Canadian Climate Fund for the Private Sector of the Americas, the International Finance Corporation, as Senior Lenders, and Citibank, N.A., as Offshore Collateral Agent. Agent (incorporated by reference to Exhibit 4.15 of our annual report on Form 20-F (File No. 001-38376), filed with the Commission on April 27, 2018). |
| | Wind Farm Omnibus Amendment and Agreement, dated March 16, 2018, among CP Achiras S.A.U., the Inter-American Investment Corporation, the Inter-American Investment Corporation, acting as agent for the Inter-American Development Bank, 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 the International Finance Corporation.Corporation (incorporated by reference to Exhibit 4.16 of our annual report on Form 20-F (File No. 001-38376), filed with the Commission on April 27, 2018). | | | | | | | | amended (incorporated by reference to Exhibit 11.1 of our annual report on Form 20-F (File No. 001-38376), filed with the Commission on April 27, 2018). | | | |
Exhibit Number
| Description
| | | | | | | | | Consent of G&G Energy Consultants (incorporated by reference to Exhibit 23.4 of our registration statement on Form F-1 (File No. 333-222402), as amended, filed with the Commission on January 3, 2018).
| | | | 101*
| 101 | XBRL Instance Document and related items. |
* As permitted by Rule 405(a)(2)(ii) of Regulation S-T, the registrant’s XBRL (eXtensible Business Reporting Language) information will be furnished in an amendment to this Form 20-F that will be filed no more than 30 days after the date hereof. In accordance with Rule 402 of Regulation S-T, such XBRL information will be furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Act, will be deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise will not be subject to liability under those sections.
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.
| CENTRAL PUERTO S.A.
| | | | | |
| By: | /S/ Fernando Roberto Bonnet s/ ENRIQUE TERRANEO
| |
| | Name: Fernando Roberto BonnetEnrique Terraneo
| |
| | Title: Chief Financial Officer
| |
Date:April 27, 2018. 26, 2021.
INDEX TO THE FINANCIAL STATEMENTS | Page
| Audited Consolidated Financial Statements of Central Puerto S.A. | | Report of the Independent Registered Public Accounting Firm | F- 1 F-1 | Consolidated Statement of Income for the years ended December 31, 2017, 20162020, 2019, and 20152018 | F- 2 F-5 | Consolidated Statement of Comprehensive Income for the years ended December 31, 20172020, 2019, and 2016 20152018 | F- 3 F-6 | Consolidated Statement of Financial Position as of December 31, 2017, 20162020 and 20152019 | F- 4 F-7 | Consolidated Statement of Changes in Equity for the years ended December 31, 2017, 20162020, 2019, and 20152018 | F- 5 F-8 | Consolidated Statement of Cash Flows for the years ended December 31, 2017, 20162020, 2019, and 20152018 | F- 6 F-9 | Notes to the Consolidated Financial Statements | F- 7 F-10 |
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, 20172020 and 2016,2019, 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, 2017,2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172020 and 2016,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“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 Public Company Accounting Oversight Board (United States) (PCAOB)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 24, 201826, 2021
CONSOLIDATED STATEMENT OF INCOME | | | For the years ended December 31, | | | For the years ended December 31, | | | | | | | | | | | | | | | | Continuing operations | | | Revenues | 5 | 5,956,596 | 3,562,721 | 2,654,180 | 5 | 38,108,160 | 48,957,223 | 29,875,727 | Cost of sales | 6.1 | (2,742,147) | (2,069,752) | (1,397,365) | 6.1 | (16,815,404) | (25,807,727) | (13,584,983) | Gross income | | 3,214,449 | 1,492,969 | 1,256,815 | | 21,292,756 | 23,149,496 | 16,290,744 | | | | Administrative and selling expenses | 6.2 | (651,168) | (445,412) | (371,485) | 6.2 | (2,972,603) | (3,585,133) | (2,909,663) | Other operating income | 7.1 | 640,480 | 1,137,736 | 735,517 | 7.1 | 14,098,495 | 24,986,160 | 27,692,377 | Other operating expenses | 7.2 | (92,497) | (84,845) | (52,702) | 7.2 | (457,084) | (368,606) | (278,290) | Impairment of property, plant and equipment and intangible assets | | | (4,016,305) | (5,996,233) | - | CVO receivables update | | 14.1 | - | 23,072,749 | Operating income | | 3,111,264 | 2,100,448 | 1,568,145 | | 27,945,259 | 38,185,684 | 63,867,917 | | | | Gain (loss) on net monetary position | | 2.1.2 | 1,159,246 | (3,310,603) | (8,452,938) | Finance income | 7.3 | 932,227 | 420,988 | 362,363 | 7.3 | 5,159,795 | 4,902,024 | 4,775,371 | Finance expenses | 7.4 | (697,638) | (620,448) | (138,308) | 7.4 | (22,297,137) | (21,680,208) | (13,195,831) | Share of the profit of associates | 3 | 715,001 | 147,513 | 43,390 | 3 | 108,750 | 1,515,649 | 2,249,648 | Income before income tax from continuing operations | | 4,060,854 | 2,048,501 | 1,835,590 | | 12,075,913 | 19,612,546 | 49,244,167 | | | | Income tax for the year | 9 | (1,051,896) | (717,639) | (625,451) | 9 | (5,117,975) | (7,821,606) | (13,831,383) | Net income for the year from continuing operations | | 3,008,958 | 1,330,862 | 1,210,139 | | 6,957,938 | 11,790,940 | 35,412,784 | | | | Discontinued operations | | | Income after tax for the year from discontinued operations | 21 | 485,041 | 437,974 | 131,859 | 21 | - | 578,393 | Net income for the year | | 3,493,999 | 1,768,836 | 1,341,998 | | 6,957,938 | 11,790,940 | 35,991,177 | | | | Attributable to: | | | - Equity holders of the parent | | 3,507,795 | 1,768,843 | 1,341,998 | | 6,891,921 | 11,992,373 | 36,691,002 | - Non-controlling interests | | (13,796) | (7) | - | | 66,017 | (201,433) | (699,825) | | | 3,493,999 | 1,768,836 | 1,341,998 | | 6,957,938 | 11,790,940 | 35,991,177 | | | | Basic and diluted earnings per share (ARS) | 10 | 2.33 | 1.17 | 0.89 | 10 | 4.58 | 7.97 | 24.38 | | | | Basic and diluted earnings per share from continuing operations (ARS) | 10 | 2.01 | 0.88 | 0.80 | 10 | 4.58 | 7.97 | 23.99 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| | | For the years ended December 31, | | | For the years ended December 31, | | | | | | | | | | | | | | | | Net income for the year | | 3,493,999 | 1,768,836 | 1,341,998 | | 6,957,938 | 11,790,940 | 35,991,177 | | | | | | Other comprehensive income for the year | | | | | | | | | | Other comprehensive income to be reclassified to income in subsequent periods | | | | | | | | | | (Loss) gain on available-for-sale financial assets | 8 | (442,864) | 326,863 | 207,065 | | Income tax related to net gain (loss) on available-for-sale financial assets | | 151,401 | (114,402) | (72,462) | | Other comprehensive income (loss) to be reclassified to income in subsequent periods, net of tax | | (291,463) | 212,461 | 134,603 | | Loss on financial assets at fair value through other comprehensive income | | 8 | - | (725,937) | Income tax related to loss on financial assets at fair value through other comprehensive income | | 9 | - | 290,328 | Other comprehensive income (loss) to be reclassified to income in subsequent periods | | | - | (435,609) | | | | | Other comprehensive loss not to be reclassified to income in subsequent periods | | | | Other comprehensive income (loss) not to be reclassified to income in subsequent periods | | | | | | | Remeasurement of losses from long-term employee benefits | | (17,380) | (20,594) | (2,539) | 15.3 | 7,471 | (59,403) | 43,040 | Income tax related to remeasurement of losses from long-term employee benefits | | 2,867 | 7,208 | 889 | 9 | (1,967) | 15,742 | (12,912) | Other comprehensive loss not to be reclassified to income in subsequent periods, net of tax | | (14,513) | (13,386) | (1,650) | | Other comprehensive income (loss) not to be reclassified to income in subsequent periods | | | 5,504 | (43,661) | 30,128 | Other comprehensive income for the year | | (305,976) | 199,075 | 132,953 | | 5,504 | (43,661) | (405,481) | Total comprehensive income for the year | | 3,188,023 | 1,967,911 | 1,474,951 | | 6,963,442 | 11,747,279 | 35,585,696 | | | | | Attributable to: | | | | - Equity holders of the parent | | 3,201,819 | 1,967,918 | 1,474,951 | | 6,897,425 | 11,948,712 | 36,285,521 | - Non-controlling interests | | (13,796) | (7) | - | | 66,017 | (201,433) | (699,825) | | | 3,188,023 | 1,967,911 | 1,474,951 | | 6,963,442 | 11,747,279 | 35,585,696 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| | | | | | | | | | | | | | | Assets | | | Non-current assets | | | Property, plant and equipment | 12 | 7,431,728 | 2,811,539 | 12 | 79,186,695 | 77,187,266 | Intangible assets | 13 | 187,833 | 236,530 | 13 | 6,744,106 | 9,623,488 | Investment in associates | 3 | 985,646 | 307,012 | 3 | 4,664,005 | 4,697,625 | Trade and other receivables | 14.1 | 2,602,213 | 3,553,129 | 14.1 | 29,400,051 | 33,012,927 | Other non-financial assets | 15.1 | 12,721 | 1,466,547 | 15.1 | 484,116 | 938,261 | Inventories | 11 | 48,203 | 30,830 | 11 | 658,121 | 196,275 | Deferred tax asset | | 9 | 98,380 | - | | | 11,268,344 | 8,405,587 | | 121,235,474 | 125,655,842 | Current assets | | | | Inventories | 11 | 110,290 | 137,965 | 11 | 804,226 | 895,252 | Other non-financial assets | 15.1 | 470,895 | 137,110 | 15.1 | 900,361 | 1,369,911 | Trade and other receivables | 14.1 | 3,887,065 | 2,215,535 | 14.1 | 18,735,089 | 21,293,677 | Other financial assets | 14.8
| 1,110,728 | 1,796,756 | 14.8 | 14,076,309 | 10,481,099 | Cash and cash equivalents | 16 | 88,633 | 30,008 | 16 | 278,698 | 2,033,761 | | | 5,667,611 | 4,317,374 | | 34,794,683 | 36,073,700 | Assets held for sale | 21 | 143,014 | - | | | | 5,810,625 | 4,317,374 | | Property, plant and equipment available for sale | | 22.5 | 2,359,451 | - | Total assets | | 17,078,969 | 12,722,961 | | 158,389,608 | 161,729,542 | | | | | Equity and liabilities | | | | Equity | | | | Capital stock | | 1,514,022 | | 1,514,022 | Adjustment to capital stock | | 664,988 | | 25,619,864 | Merger premium | | 376,571 | | Legal and other reserves | | 519,189 | 431,007 | | Legal reserve | | | 3,838,044 | 3,238,426 | Voluntary reserve | | 450,865 | 68,913 | | 48,479,823 | 36,092,233 | Other equity accounts | | | (1,966,148) | - | Retained earnings | | 3,503,046 | 1,757,051 | | 6,897,425 | 12,987,208 | Accumulated other comprehensive income | | 43,284 | 334,747 | | Equity attributable to holders of the parent | | 7,071,965 | 5,147,299 | | 84,383,030 | 79,451,753 | Non-controlling interests | | 289,035 | 6,717 | | 128,319 | 1,076,487 | Total equity | | 7,361,000 | 5,154,016 | | 84,511,349 | 80,528,240 | | | | | Non-current liabilities | | | | Other non-financial liabilities | 15.2 | 468,695 | 635,162 | 15.2 | 5,254,302 | 5,928,471 | Other loans and borrowings | 14.3 | 1,478,729 | - | | Borrowings from CAMMESA | 14.4 | 1,055,558 | 1,284,783 | | Loans and borrowings | | 14.3 | 30,844,867 | 41,777,839 | Compensation and employee benefits liabilities | 15.3 | 113,097 | 87,705 | 15.3 | 314,612 | 312,142 | Provisions | | 18 | 45,403 | 12,512 | Deferred income tax liabilities | 9 | 703,744 | 1,136,481 | 9 | 8,999,900 | 8,590,917 | Provisions | 18 | - | 125,201 | | | | 3,819,823 | 3,269,332 | | 45,459,084 | 56,621,881 | Current liabilities | | | | Trade and other payables | 14.2 | 1,017,306 | 655,598 | 14.2 | 2,545,492 | 8,031,529 | Other non-financial liabilities | 15.2 | 659,668 | 476,785 | 15.2 | 2,251,198 | 2,361,153 | Borrowings from CAMMESA | 14.4 | 1,753,038 | 1,047,722 | | Other loans and borrowings | 14.3 | 505,604 | 1,293,178 | | Loans and borrowings | | 14.3 | 20,124,461 | 10,926,497 | Compensation and employee benefits liabilities | 15.3 | 323,078 | 205,923 | 15.3 | 1,018,919 | 951,227 | Income tax payable | | 1,096,817 | 278,922 | | 2,444,250 | 2,271,636 | Provisions | 18 | 413,474 | 341,485 | 18 | 34,855 | 37,379 | | | 5,768,985 | 4,299,613 | | 28,419,175 | 24,579,421 | Liabilities directly associated with the assets held for sale | 21 | 129,161 | - | | | | 5,898,146 | 4,299,613 | | Total liabilities | | 9,717,969 | 7,568,945 | | 73,878,259 | 81,201,302 | Total equity and liabilities | | 17,078,969 | 12,722,961 | | 158,389,608 | 161,729,542 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | Attributable to holders of the parent | | Attributable to holders of the parent | | | | Noncapitalized contribution | | | | | | | | Adjustment to capital stock | | | | Unappropriated retained earnings | Other accumulated comprehensive income (loss) | Non-controlling interests | | | Adjustment to capital stock | | | | Unappropriated retained earnings | Other accumulated comprehensive income (loss) | Non- controlling interests | | | | | | | | As of January 1, 2017 | 1,514,022 | 664,988 | 376,571 | 431,007 | 68,913 | 1,757,051 | 334,747 | 6,717 | 5,154,016 | | | | | As of January 1, 2020 | | 1,514,022 | 25,619,864 | 3,238,426 | 36,092,233 | - | 12,987,208 | - | 1,076,487 | 80,528,240 | | | | Net income for the year | - | - | - | 3,507,795 | - | (13,796) | 3,493,999 | - | 6,891,921 | - | 66,017 | 6,957,938 | Other comprehensive income for the year | - | - | - | (14,513) | (291,463) | - | (305,976) | - | 5,504 | - | 5,504 | Total comprehensive income for the year | - | - | - | 3,493,282 | (291,463) | (13,796) | 3,188,023 | - | 6,897,425 | - | 66,017 | 6,963,442 | | | | Contributions from non-controlling interests | - | - | - | 2,240 | - | 293,172 | 295,412 | | Share-based payments | - | - | - | 2,942 | | Increase in legal reserve | - | 88,182 | - | (88,182) | - | - | - | 599,618 | - | (599,618) | - | Increase in voluntary reserve | - | - | 1,668,869 | (1,668,869) | - | - | - | 12,387,590 | - | (12,387,590) | - | Dividends in cash | - | - | (1,286,917) | 7,524 | - | (1,279,393) | | As of December 31, 2017 (1) | 1,514,022 | 664,988 | 376,571 | 519,189 | 450,865 | 3,503,046 | 43,284 | 289,035 | 7,361,000 | | Dividends in cash distributed by a subsidiary (2) | | - | (63,958) | Transaction with non-controlling interest (Note 19) | | - | (1,966,148) | - | (951,900) | (2,918,048) | Share-based payments | | - | 1,673 | As of December 31, 2020 (1) | | 1,514,022 | 25,619,864 | 3,838,044 | 48,479,823 | (1,966,148) | 6,897,425 | - | 128,319 | 84,511,349 | | | | As of January 1, 2016 | 199,742 | 664,988 | 366,082 | 363,289 | 1,507,513 | 1,347,763 | 122,286 | - | 4,571,663 | | As of January 1, 2019 | | 1,514,022 | 25,619,864 | 802,935 | 9,228,000 | - | 30,817,963 | - | 979,444 | 68,962,228 | | | | Effect of IFRIC 23 adoption | | - | 1,029,939 | - | 1,029,939 | As of January 1, 2019 (modified) | | 1,514,022 | 25,619,864 | 802,935 | 9,228,000 | - | 31,847,902 | - | 979,444 | 69,992,167 | | | | Net income for the year | - | - | - | 1,768,843 | - | (7) | 1,768,836 | - | 11,992,373 | - | (201,433) | 11,790,940 | Other comprehensive (loss) income for the year | - | - | - | (13,386) | 212,461 | - | 199,075 | | Total comprehensive income for the year, net | - | - | - | 1,755,457 | 212,461 | (7) | 1,967,911 | | | | | Contributions from non-controlling interests | - | - | - | 6,724 | | Decrease in capital stock | (10,489) | - | 10,489 | - | - | - | | Increase in legal reserve | - | 67,718 | - | (67,718) | - | - | | Increase in voluntary reserve | - | - | 1,286,641 | (1,286,641) | - | - | | Dividends in cash | - | - | (1,400,472) | 8,190 | - | (1,392,282) | | Dividends in shares | 1,324,769 | - | - | (1,324,769) | - | - | | As of December 31, 2016 | 1,514,022 | 664,988 | 376,571 | 431,007 | 68,913 | 1,757,051 | 334,747 | 6,717 | 5,154,016 | | | | | As of January 1, 2015 | 199,742 | 664,988 | 366,082 | 347,402 | 1,205,983 | 664,557 | (12,317) | - | 3,436,437 | | Net income for the year | - | - | - | 1,341,998 | - | 1,341,998 | | Other comprehensive (loss) income for the year | - | - | - | (1,650) | 134,603 | - | 132,953 | | Total comprehensive income for the year, net | - | - | - | 1,340,348 | 134,603 | - | 1,474,951 | | Other comprehensive income for the year | | - | (43,661) | - | (43,661) | Total comprehensive income for the year | | - | 11,948,712 | - | (201,433) | 11,747,279 | | | | Increase in legal reserve | - | 15,887 | - | (15,887) | - | - | - | 2,435,491 | - | (2,435,491) | - | Increase in voluntary reserve | - | - | 666,530 | (666,530) | - | - | - | 28,382,471 | - | (28,382,471) | - | Dividends in cash | - | - | (365,000) | 25,275 | - | (339,725) | - | (1,518,238) | - | 8,556 | - | (1,509,682) | As of December 31, 2015 | 199,742 | 664,988 | 366,082 | 363,289 | 1,507,513 | 1,347,763 | 122,286 | - | 4,571,663 | | Contributions from non-controlling interests | | - | 263,994 | Dividends in cash distributed by a subsidiary (3) | | - | (31,624) | Share-based payments | | - | 66,106 | As of December 31, 2019 (1) | | 1,514,022 | 25,619,864 | 3,238,426 | 36,092,233 | - | 12,987,208 | - | 1,076,487 | 80,528,240 | | | | As of January 1, 2018 | | 1,514,022 | 25,619,864 | 340,279 | 2,135,903 | - | 4,620,523 | 435,609 | 1,002,541 | 35,668,741 | | | | Net income for the year | | - | 36,691,002 | - | (699,825) | 35,991,177 | Other comprehensive income for the year | | - | 30,128 | (435,609) | - | (405,481) | Total comprehensive income for the year | | - | 36,721,130 | (435,609) | (699,825) | 35,585,696 | | | | Increase in legal reserve | | - | 462,656 | - | (462,656) | - | Increase in voluntary reserve | | - | 7,092,097 | - | (7,092,097) | - | Dividends in cash | | - | (2,968,937) | - | (2,968,937) | Contributions from non-controlling interests | | - | 648,731 | Share-based payments | | - | 27,997 | As of December 31, 2018 (1) | | 1,514,022 | 25,619,864 | 802,935 | 9,228,000 | - | 30,817,963 | - | 979,444 | 68,962,228 |
(1) Common stock, ARS 1.00 par value; 1,514,022,256 authorized, outstanding and issued shares. At December 31, 2017, aA subsidiary heldholds 8,851,848 common shares.
(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. CONSOLIDATED STATEMENT OF CASH FLOWS | | For the years ended December 31, | | For the years ended December 31, | | | | | | | | | | | | Operating activities | | | Income for the year before income tax from continuing operations | 4,060,854 | 2,048,501 | 1,835,590 | 12,075,913 | 19,612,546 | 49,244,167 | Income for the year before income tax from discontinued operations | 749,198 | 673,807 | 202,860 | - | 688,630 | Income for the year before income tax | 4,810,052 | 2,722,308 | 2,038,450 | 12,075,913 | 19,612,546 | 49,932,797 | | | | Adjustments to reconcile income for the year before income tax to net cash flows: | | | Depreciation of property, plant and equipment | 278,679 | 201,865 | 157,189 | 3,620,674 | 2,681,584 | 2,392,834 | Amortization of intangible assets | | 2,334,299 | 1,934,797 | 732,317 | Loss (gain) on replacement/disposal of property, plant and equipment | 559 | 2,570 | (8,435) | - | 218,597 | Amortization of intangible assets | 48,697 | 40,161 | 37,271 | | Discount of accounts receivable and payable, net | (51,838) | (718,114) | (118,560) | | Impairment of property, plant and equipment and intangible assets | | 4,016,305 | 5,996,233 | - | Discount of accounts receivables and payables, net | | 30,194 | 304,798 | - | CVO receivables update | | - | (23,072,749) | Interest earned from customers | (270,715) | (108,423) | (41,965) | (3,107,561) | (8,760,658) | (3,399,669) | Trade and tax interests lost | | 373,124 | - | Finance income | (932,227) | (420,988) | (362,363) | (5,159,795) | (4,902,024) | (4,775,371) | Finance expenses | 697,977 | 634,903 | 160,186 | 22,297,137 | 21,680,208 | 13,195,831 | Share of the profit of associates | (715,001) | (147,513) | (43,390) | (108,750) | (1,515,649) | (2,249,648) | Material and spare parts impairments | | 42,935 | 42,977 | (5,146) | Share-based payments | 2,942 | - | 1,673 | 66,106 | 27,997 | Movements in provisions, impairment of material and spare parts and long-term employee benefit plan expense | 125,770 | 102,982 | 97,220 | | Movements in provisions, and long-term employee benefit plan expense | | 135,257 | 110,407 | - | Foreign exchange difference for trade receivables | | (10,952,248) | (16,217,459) | (23,882,362) | Income from the sale of La Plata plant | | - | (981,172) | Loss on net monetary position | | (12,354,183) | (16,235,780) | (6,171,733) | | | | Working capital adjustments: | | | Increase in trade and other receivables | (1,057,029) | (966,677) | (882,760) | | Decrease in trade and other receivables | | 14,505,539 | 17,383,420 | 10,863,251 | Decrease (Increase) in other non-financial assets and inventories | (376,674) | 822,394 | (48,554) | 341,216 | (1,624,563) | (64,399) | Increase in trade and other payables, other non-financial liabilities and liabilities from employee benefits | 477,218 | 600,784 | 422,538 | | (Decrease) Increase in trade and other payables, other non-financial liabilities and liabilities from employee benefits | | (8,171,729) | 2,338,705 | 3,787,032 | | 3,038,410 | 2,766,252 | 1,406,827 | 19,920,000 | 22,895,648 | 16,548,407 | Trade and tax interests paid | | (373,124) | - | Interest received from customers | 76,198 | 70,234 | 31,592 | 3,111,680 | 6,578,193 | 92,898 | Income tax and minimum presumed income tax paid | (725,625) | (747,879) | (165,432) | | Income tax paid | | (3,364,939) | (13,172,605) | (8,879,837) | 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 | | | | Investing activities | | | Purchase of property, plant and equipment | (3,483,521) | (1,070,201) | (664,166) | (11,970,431) | (23,830,786) | (14,574,020) | Upfront payments of property, plant and equipment purchases | - | (1,118,158) | (479,677) | | Acquisition of thermal Station Brigadier López | | - | (11,526,280) | - | Cash flows generated from the sale of the La Plata plant | | - | 1,310,823 | Dividends received | 36,372 | 25,798 | 60,616 | 140,984 | 1,003,449 | 2,031,631 | Interest received from financial assets | - | 4,088 | 31,529 | | Sale (Purchase) of available-for-sale financial assets, net | 1,129,860 | 207,670 | (290,240) | | (Purchase) Sale of investments in associates | (6) | 25,053 | - | | (Acquisition) Sale of financial assets, net | | (5,458,711) | (3,635,472) | 612,870 | 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) | | | | Financing activities | | | Movement in short term borrowings | (312,210) | 106,759 | 158,289 | | Bank loans received | 1,871,894 | 868,789 | - | | Repayments of bank loans | (994,966) | - | | Borrowings received from CAMMESA | 403,427 | 784,245 | 733,906 | | Repayment of 9% Corporate bonds - Class I 2007 | - | (743,087) | (288,182) | | Interest paid | (42,758) | (64,157) | (88,722) | | Bank and investment accounts overdrafts received (paid), net | | (703,095) | 1,998,624 | (48,459) | Loans received | | 4,132,003 | 28,216,736 | 9,162,446 | Loans paid | | (3,229,307) | (1,576,414) | (4,387,751) | Direct financing and loans refinancing costs | | (323,478) | (1,324,244) | - | Interest and other financial costs paid | | (3,495,527) | (2,713,387) | (966,393) | Contributions from non-controlling interests | | - | 263,994 | 648,731 | Dividends paid | (1,279,393) | (1,392,282) | (339,725) | (63,958) | (1,541,306) | (2,968,938) | Contributions from non-controlling interests | 295,412 | 6,724 | - | | Net cash flows (used in) provided by financing activities | (58,594) | (433,009) | 175,566 | (3,683,362) | 23,324,003 | 1,439,636 | | | | Increase (Decrease) in cash and cash equivalents | 13,094 | (270,152) | 106,615 | | (Decrease) Increase in cash and cash equivalents | | (1,677,903) | 1,636,150 | (1,417,592) | Exchange difference and other financial results | 45,531 | 7,671 | 5,697 | 276,696 | 864,440 | 2,788,261 | Monetary results effect on cash and cash equivalents | | (353,856) | (948,406) | (1,163,157) | Cash and cash equivalents as of January 1 | 30,008 | 292,489 | 180,177 | 2,033,761 | 481,577 | 274,065 | Cash and cash equivalents as of December 31 | 88,633 | 30,008 | 292,489 | 278,698 | 2,033,761 | 481,577 |
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 generation and commercialization.generation. 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”. TheIn order to carry out its electric energy generation activity the Group owns five thermal generation plants across three complexes: Puerto, La Plata and Luján de Cuyo as follows:the following assets:
- 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 Aires on the bank of the Rio de la Plata.Aires. Our Puerto complex’s facilities include the Nuevo Puerto and the Puerto Nuevo steam turbines plants and the Puertoa Combined Cycle plant and has a current installed capacity of 1,714 MW. - Our Luján de Cuyo plant isplants are located in Luján de Cuyo, Province of Mendoza and hashave an installed capacity of 509 MW. The plant also has571 MW and a combined heat and power unit in place, which supplies 150steam generating capacity of 125 tons per hour of steam to YPF’s refinery in Luján de Cuyo under a steam provision contract.hour. - Our La Plata plant is located in La Plata, Ensenada, Province of Buenos Aires and has an installed capacity of 128 MW and steam generating capacity of 240 tons per hour. The plant is installed on property owned by YPF’s La Plata refinery in connection with a 22-year agreement with YPF for the supply of steam and electricity beginning on October 31, 1995. As of further described in notes 22.2 and 22.8 in 2018 we transferred the plant to YPF Energía Eléctrica S.A. (“YPF EE”), a subsidiary of YPF.
The Group also owns the concession right of the Piedra del Águila hydroelectric power plant located at the edge of Limay river and on the border of thein Neuquén and Rio Negro provinces.province. Piedra del Águila has an installed capacity of 1,440 MW from four 360 MW generating units. The Group is also engaged in the natural gas distribution public sector service in the Cuyo and Centro regions in Argentina, through its equity investees Distribuidora de Gas del Centro S.A. and Distribuidora de Gas Cuyana S.A. (See note 3.2).
- 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 construction management and operation of the thermal plant Central Vuelta de Obligado.Obligado, with an installed capacity of 816 MW. Through- 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 subsidiary Proener S.A.,gas turbine with power of 269.5 MW (open-cycle). Once the works are finished and the plant operates with combined cycle, it will have an installed power of 330 MW and 340 tn/h of steam production. The Group sells and transports any type of fuels bothis also engaged in the countrynatural gas distribution public sector service in the Cuyo and abroad.Centro regions in Argentina, through its equity investees belonging to ECOGAS 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, as of the incorporation ofthrough CP Renovables S.A. (“CPR”) and its subsidiaries, Vientos La Genoveva S.A.U. and Vientos La Genoveva II S.A.U. the Group has begun to participate intakes part on the development and constructionperformance of energy projects based on the use of renewable energy sources. In this regard, as of the issuance date of these financial statements,
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. Merger with Hidroneuquén SA, Operating SA and Sociedad Argentina de Energía SA1.1. In December 2015, our Board of Directors approved the merger with our shareholders Hidroneuquén SA (“HDNQ”) and Operating SA (“Operating”) and our ultimate parent company Sociedad Argentina de Energia SA (“SADESA”). All the companies were under common control of SADESA. After the merger, CEPU is the surviving company. The effective date of the merger was January 1, 2016 and it was approved for the shareholders of the three companies in March 2016 and by the Argentine securities regulator (hereinafter “CNV”) in July 2016. The transaction has been accounted for at historical cost, similar to a pooling of interests, with a restatement of prior period financial statement to give retrospective effects to the merger as if the entities have always been under the same consolidated group. The restated financial statements have been presented to shareholders of the Company pursuant to the rules of CNV.
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. 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. TheAlso, the agreements established that the LVFVD receivables werewould be collected converted to US dollar to protect the generators from deterioration in the Argentine peso and began earning interest at LIBOR plus a spread as stipulated in the agreement (as opposed to the CAMMESA rate). After the initial ten years of the plants’ operations, ownership of the plants will be allocated to the generators1% and the government in accordance with a ratio between the total cost of the plants and the amount of each generator LVFVD. However, the allocation of ownership interests in the plants between and among the generators and the government was not stated in the agreements and has not been communicated to the Company. Further, any remaining debt obligation that was used to fund the construction of the plant is not expected to be transferred to the generators upon receiving equity interests in the plant.2%. The Company participated with LVFVD accrued over the 2004 - 2007 period in the FONINVEMEM trusts to construct the thermal generation plants named Thermal Jose deOnce Manuel Belgrano and San Martin plants were commissioned (on January 7, 2010 and Thermal Manuel Belgrano, which became operational in early 2010. At that time,February 2, 2010, respectively), CAMMESA began paying the LVFVD receivables. On May 2010, CAMMESA informed the Company of the payment plan, including the amount of accrued interest at the CAMMESA rate which was added to the principal to be repaid in monthly installments over a ten-year period. Upon receipt of the payment schedule, the Company recognized accrued interest (related to the CAMMESA rate). The Company also began recognizing LIBOR interest income based on the contractual rate provided in the Resolution and the conversion of the receivables into US dollar. Since achieving commercial operations in 2010, CAMMESA have made all scheduled contractual principal and interest payments in accordance with the installment plan.
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 2008-20112008 - 2011 period by the generators (“CVO receivables”) and for that purpose, enabling the construction of a thermal combined cycle plant named Central Vuelta de Obligado. The CVO agreement established that the CVO receivables will be paid by CAMMESA in 120 equal and consecutive monthly installments, they willinstallments. For the determination of the novation of CVO credits, the following mechanism was applied: the cumulative LVFVD (sale settlements with due date to be defined) were converted into US dollarsto USD at the exchange rate stipulatedestablished in the agreement (Argentine Pesos(ARS 3.97 per US dollar)USD for the cumulative LVFVD until the execution date of the CVO Agreement and they will accrue interest atthe closing exchange rate corresponding to each month for the LVFVD subsequently accumulated), the LIBOR +rate was applied plus a 5%. margin. As from March 20, 2018, CAMMESA granted the commercial operations as a combined cycle of December 31, 2017, the stagesCentral Vuelta de Obligado thermal power plant (the “Commercial Approval”). The financial impact of the work had not been completedCommercial Approval is described in the contractually agreed terms, therefore there were uncertainties regarding the completion of the thermal combined cycle plant, and consequently, of its commissioning. Additionally, CAMMESA has not reported the amount of interest accrued on the CVO receivables corresponding to the CAMMESA rate, and therefore, the Company considered that the conditions set forth by IFRS for recognition had not been met at period-end. For this reason, we have not recognized interests as well as the effect of the conversion of these receivables into US dollars due to uncertainties in the application of the agreement terms by CAMMESA because the agreement included conditions precedent to complete the combined-cycle project and obtain the related regulatory approvals, which had not yet occurred. (See note 14.1).Note 14.1. Under the agreementsagreement mentioned in the previous paragraphs,above, generators created three companies, Termoeléctrica José de San Martín S.A., Termoeléctrica Manuel Belgrano S.A. andthe company Central Vuelta de Obligado S.A., each of which is in charge of managing the purchase of equipment, construction, operation and maintenance of each of the newCentral Vuelta de Obligado thermal power plants.plant. 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. 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 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. - 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:
Hours of maximum | | thermal requirement | | | | | | | | | | HMRT-1 | 1.2 | 0.2 | 1.2 | 0.2 | HMRT-2 | 0.6 | 0.0 | 0.6 | 0.0 |
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 $/MWh - month for the remaining six months of the year (March, April, May, September, October and November). - The Power Base Price for hydraulic generators is: | PowerBasePrice [$/MW-month] | | | Power > 300 MW | 99,000 | Power > 120 MW and <= 300 MW | 132,000 | Power > 50 MW and <= 120 MW | 181,500 |
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 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 24, 2018.26, 2021. 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 notesNotes 2.2 and 2.3, respectively. Moreover, the Group has adopted the changes in accounting policies described in noteNote 2.4. These financial statements have been prepared on a historical cost basis, except for available-for-sale financial assets and financial assets at fair value through profit or loss, which have been measured at fair value.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, 20172020 and 20162019 and for each of the years ended December 31, 2017, 20162020, 2019 and 2015,2018, include the financial statements of the Group formed by the parent company and its subsidiaries: Central Vuelta de Obligado S.A., Vientos La Genoveva S.A.U., Vientos La Genoveva II S.A.U., Proener S.A.U. and, CP Renovables S.A. and its subsidiaries. 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. Under International Accounting Standard (IAS) 29,The financial statements as at December 31, 2020, including the figures for the previous periods (this fact not affecting the decisions taken on the financial information for such periods) were restated to consider the changes in the general purchasing power of the functional currency of the Company (Argentine peso) pursuant to IAS 29. Consequently, the financial statements are stated in the current measurement unit at the end of the reported period.
In accordance with IAS 29, the restatement of the financial statements is necessary when the functional currency of an entity whose functional currency is the currency of a hyperinflationary economy, whethereconomy. To define a hyperinflationary state, the IAS 29 provides a series of non-exclusive guidelines that consist on (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, which is the most considered condition in practice, verifying if the three-year cumulative inflation rate approaches or exceeds 100%.
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 based on a historical cost approach or a current cost approach, should be stated in termsthe current measurement unit at the closing date of the measuring unit currentreported period. In an inflationary period, keeping monetary assets causes the loss of purchasing power, and keeping monetary liabilities causes gain in purchasing power as long as those items are not tied to an adjustment mechanism compensating those effects. The monetary loss or gain is included in the income (loss) for the reported period. (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 fiscal year. Althoughperiod, the deferred-tax items are restated for inflation to determine the item on income (loss) for such period. In Note 9 the effects of this standard doesprocess are detailed.
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 establish an absolute inflation rate atreflecting or including in their determination the consumption of assets measured in currency of purchasing power previous to the consumption entry, which hyperinflation is deemed to arise, it is a general practice to consider a cumulative rate for changes in prices overare restated taking into account the last three years that approaches or exceeds 100%, together with a seriesorigin date of other qualitative factorsthe asset related to the macroeconomic environment,item (for example, depreciation, devaluation and other consumptions of assets valued at historical cost); and except for income (loss) emerging from comparing two measurements expressed in currency of purchasing power of different dates. For such purpose, it is necessary to identify the compared amounts, separately restate them and compare them again, but with amounts already restated. (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 condition signifying hyperinflation. Management assesses whether the Argentine pesos has the characteristics to be described as the currency of a hyperinflationary economy following the guidelines established in IAS 29, and for the evaluation of the
quantitative factor previously mentioned, considers the developmentspecific item of the domestic wholesale price index (“DWPI”) published byconciliation between the “Argentine Statisticsexistence of cash and Census Institute” (“INDEC” for its Spanish acronym), given such index best reflectscash equivalents at the conditions required by IAS 29.
Sincebeginning and at the new national government took office on December 10, 2015, a reorganization processend of the INDEC has begun. Such agency has published monthly inflation data measured on the basis of the DWPI as from January 2016, without measuring specific inflation for the months of November and December 2015. As of December 31, 2017, the accumulated inflation rate for the three-year period ended on that date, measured on the basis of the official INDEC data for that index, is approximately 77%, without computing the missing inflation data corresponding to the months of November and December 2015.period.
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;
- 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 note 14.6.Note 14.5. 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. 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. Non-monetary items measured by their fair value in foreign currency are converted using exchange rates at the date in which such fair value is determined. 2.2.4. Revenue recognition 2.2.4.1. Revenue from ordinary activities RevenueIFRS 15 presents a five-step detailed model to explain revenue from ordinary activitiescontracts with customers. Its fundamental principal lies on the fact that an entity has to recognize revenue to represent the transference of goods or services promised to the customers, in an amount reflecting the consideration the entity expects to receive in exchange for those goods or services at the moment of executing the performance obligation. An asset is transferred when (or while) the client gets control over such asset, defined as the ability to direct the use and substantially obtain all the remaining benefits of the asset. IFRS 15 requires the analysis of the following:
- 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 the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made consideration owed by the customer. RevenueBilling for the service is measured atmonthly made by CAMMESA in accordance with the fair valueguidelines established by SEE; and compensation is usually received in a maximum term of 90 days. Therefore, no implicit financing components are recognized. The satisfaction of the consideration received or receivable, consideringperformance obligation is done throughout time since the agreed-upon payment termscustomer simultaneously receives and excluding taxes or duties. The Group assesses its revenue arrangements against specific criteria in order to determine if it is actingconsumes the benefits given by the performance of the entity as principal or agent.the entity does it. RevenueRevenues from the sale of energy, power and power issteam sales are calculated at the prices established in the relevant agreementsrespective contracts or at the prices prevailing in the electricity market, pursuantaccording to current regulations. Theythe regulations in force. These include revenues from the sale of steam, energy and power providedsupplied and not billed until after the endclosing date of the reportingreported period, valued at the prices defined in agreementsthe contracts or in the relevant regulations respective regulations.
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
for each fiscal year.the service is monthly made by CAMMESA in the case of the contracts of the wind farms La Castellana and Achiras and for the Energía plus contract in accordance with the guidelines established by SEE; and compensation is received in a maximum term of 90 days. Therefore, no implicit financing components are recognized. For the rest of the clients, billing is also monthly and done by the Company; and compensation is received in a maximum term of 90 days. Therefore, no implicit financing components are recognized. The satisfaction of the performance obligation is done throughout time since the customer simultaneously receives and consumes the benefits given by the performance of the entity as the entity does it. 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 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 isare included in finance income and expenses in the consolidated statement of income, respectively, unless they derive from operating items (such as trade and other receivables or trade and other payables); in that case, they are booked under other operating income and expenses, as the case may be. Current income tax and minimum presumed income tax 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 20172020 is 35% (See note 23.a)30%. Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of income. Management periodically evaluatesassesses the positions taken in theeach tax returns with respect toreport regarding the situations in which the applicable tax regulations are subject to interpretation, and establishes provisions where appropriate. Minimum presumed incomeit determines whether they must be treated as uncertain tax is supplementarytreatment, and in such case, whether it must be treated independently or collectively with one or more tax treatments, pursuant to income tax since whileIFRIC 23. For these cases, we use the latter is levied on taxable income for the reporting period, minimum presumed income tax is a minimum levy determined by applying the current 1% rateapproach which better predicts uncertainty and applies criteria to the potential income of certain productive assets. Therefore, the Group’s tax obligation shall be the higher of these two taxes. However, should minimum presumed income tax exceed current income tax owed in a given tax year, such excess may be carried forward as payment on account of any income tax in excess of the minimum presumed income tax that could occur in any of the ten subsequent tax years.
Minimum presumed income tax credit is measured at non-discounted nominal value, as it is similar to a deferred income tax asset.
The carrying amount of minimum presumed income tax is reviewed at each reporting period dateidentify and reduced against income or loss for the period under income tax charge to the extent that its use as payment on account of income tax in future fiscal years is no longer probable. Minimum presumed income tax credit not recognized
as credit or previously derecognized is reviewed as of each reporting period-end and it is recognized as an asset against income or loss for the period under income tax expenses to the extent that it is likely to be used as payment on account of income tax payable in future years.
On July 22, 2016, Law No. 27,260 was published, which, among other aspects, repealed the minimum presumed income tax for fiscal years beginning on or after January 1, 2019.quantify uncertainties.
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; - 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.
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.
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 is statedare measured at the acquisition cost restated according to Note 2.1.2, net of accumulatedthe cumulative depreciation and/or accumulatedthe cumulative losses due to impairment, losses, if any. This cost includes the cost of replacing components of property, plant and equipment and the cost for borrowings related to long-term construction projects, as long as the requirements for their recognition as assets are fulfilled. 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. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
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.
- 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. CENTRAL PUERTO S.A.Turbines and Construction in progress: they are not depreciated until they are not in conditions of being used.
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. The amount of borrowing costs capitalized during the yearDuring years ended December 31, 2017 was 69,373, related to expenditures2020, 2019 and 2018, the Group capitalized interest for our La Castellanaan amount of 303,299, 231,235 and Achiras wind projects.289,145, respectively. The rate used to determine the amount of borrowing costs eligible for capitalization iscapitalize interest corresponds to the effective interest rate of specific loans used to finance the specific borrowings.projects, net of the share compensating the creditor for the effects of inflation.
Intangible assets acquired separately are measured on initial recognition at acquisition cost.cost restated according to Note 2.1.2. The cost of the intangible assets acquired in a business combination is their fair value at the date of the acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization (if they are considered as having finite useful lives) and accumulated impairment losses, if any. 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 noteNote 13. 2.2.8. Impairment of property, plant and equipment and intangible assetassets The Group assesses at each reporting period-end whether there is an indicationexisting 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 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, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of the fair value less costs to sell, that asset, and 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”) 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 valuation specialists. These calculations are verified by valuation multiples, quoted values for similar assets on active markets and other available fair value indicators, if any. 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 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 nolongerno longer exist or may have decreased.decreased. 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. DuringThe Group has identified as indicators of potential impairment of its property, plant and equipment and its intangible assets with limited useful life, the yearsdrop in the Company´s share price, the current economic uncertainties, the suspension of the spot market price update mechanism established by Resolution 31, as per Note 1.2.f) 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”, 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, 2017, 20162020 as “Impairment of property, plant and 2015 noequipment and intangible assets”. The impairment charge or reversalwas allocated on a pro-rata basis to property, plant and equipment by 1,584,097 to "Electric power facilities", "Lands and buildings", "Construction in progress" and
"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 chargesloss was recognized.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 2,382,723. 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 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. Initial recognition and subsequent measurementClassification
According to IFRS 9 “Financial instruments”, the Group classifies its financial assets in three categories: - Financial assets subjectat amortized cost 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 IAS 39 are classified,hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset give rise on specified dates to solely payments of principal and interest. Additionally, and for those assets complying with the above-mentioned conditions, IFRS 9 provides for the option of determining, at initial recognition, asan asset measured at fair value if doing so would eliminate or significantly reduce a measurement or recognition inconsistency, which would appear if the assets or liabilities valuation or the recognition of their profits or losses are made on different grounds. The Group has not classified a financial asset at fair value using this option. At the closing of these consolidated financial statements, the financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of financial assets at initial recognition.
All financial assets are recognized initially at fair value plus, in the case of financial assets recorded at fair value through profit or loss, transaction costs that are attributable to the acquisitionamortized cost of the financial asset.
For purposes of subsequent measurement, financial assets are classified in four categories:Group include certain cash elements and cash equivalents and trade and other receivables.
- Financial assets at fair value through profit or loss;other comprehensive income -
LoansFinancial assets are measured at fair value through other comprehensive income if they are held in a business model whose objective is achieved by both collecting contractual cash flows and receivables;
selling financial assets. -
Held-to-maturity investments; and
-
Available-for-saleAt the closing of these consolidated financial assets.
The Group’sstatements, the Group has not financial assets include cash and cash equivalents, trade andat fair value through other receivables, foreign currency forward contracts, mutual funds and investments in quoted debt securities.comprehensive income.
The subsequent measurement of financial assets depends on their classification at initial recognition, as described below:
- Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. This category includes derivative financial assets that are not designated as effective hedging instruments as defined by IAS 39.
Financial assets at fair value through profit and loss are carried in the statement of financial position at fair value with changes in fair value recognized in finance income (positive net changes in fair value) or finance costs (negative net changes in fair value) in the statement of income.
The Group periodically evaluates its financial assets held for trading, other than derivatives, to determine whether the intention to sell them in the near term is still appropriate. When the Group is unable to trade these financial assets due to inactive markets and its intention to sell them in the foreseeable future significantly changes, the Group may elect to reclassify these financial assets in rare circumstances. The reclassification of a financial asset designated as loans and receivables to available-for-sale or held to maturity depends on the nature of the asset. This evaluation does not affect any financial assets designated at fair value through profit or loss using the fair value option at designation, as these instruments may not be reclassified following initial recognition.
TheAny financial assets at fair value through profit or loss include listed debt securities, foreign exchange forward contracts and mutual funds.
Loans and receivables
Loans and receivables are non-derivativebelong to a residual category that includes the financial assets with fixed or determinable payments that are not quotedheld in an active market. Afterone of the two business models mentioned, including those kept to negotiate and those classified at fair value at initial recognition.
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 such The purchase and sale of financial assets are subsequentlyrecognized at the date on which the Group commits to purchase or sale the asset. 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 method (EIR), less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income or other operating income in the statement of income, depending on the nature of the asset giving rise to it. The losses arising from impairment are recognized in the statement of income in other operating expense. The “Loans and receivables” account includes trade and other receivables.
Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to-maturity when the Group has the positive intention and ability to hold them to maturity. After initial measurement, held-to-maturity investments are measured at amortized cost using the effective interest method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the statement of income. The losses arising from impairment are recognized in the statement of income in finance costs.method. The Group did not have any held-to-maturity investments during 2017 and 2016.
Available-for-sale financial assets
A financial asset is classified as available for sale if it is not included in any of the other three categories of financial assets.
Available-for-sale financial assets include mutual funds and debt securities. Debt securities and mutual funds in this category are those classified as available-for-sale and which are intended to be held for an indefinite period of time and which may be sold in response to needs for liquidity or in response to changes in the market conditions.
After initial measurement, available-for-sale financial assets are subsequently measured at fair value, and the unrealized gains or losses are recognized as other comprehensive income in the accumulated other comprehensive income (loss) reserve until the investment is derecognized. Upon derecognition, the cumulative gain or loss is recognized as finance income or finance costs, or determined to be impaired, at which time the cumulative loss is reclassified to the statement of income under finance costs, as the case may be, and removed from the accumulated other comprehensive income (loss) reserve. Interest earned ononly reclassifies all investments in available-for-sale government securities is measured through the effective interest rate method and recognized as finance income in the statement of income.
The Group regularly evaluates its available-for-sale financial assets to determine whether the ability and positive intention to sell them in the near term is still appropriate. When the Group is unable to trade these financial assets due to inactive markets and its intention to sell them in the foreseeable future significantly
debt instruments when it changes the Group may electbusiness model used to reclassify these financial assets in rare circumstances. Reclassification to loans and receivables is permitted when the financial assets meet the conditions and definition of loans and receivables provided for by IAS 39 and the Group has the positive intent and ability to hold these assets for the foreseeable future or until maturity. Reclassification to the held-to-maturity category is permitted only when the Group has the ability and positive intention to hold the financial asset accordingly. For a financial asset reclassified out of the available-for-sale category, the fair value carrying amount at the date of reclassification becomes its new amortized cost, and any previous gain or loss on that asset that has been recognized in equity is amortized to profit or loss over the remaining life of the investment using the EIR. Any difference between the new amortized cost and the expected cash flows is also amortized over the remaining life of the asset using the EIR. If the asset is subsequently determined to be impaired, then the amount recorded in equity is reclassified to the statement of income.manage those assets.
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
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 Group assesses atimpairment model set forth by IFRS 9 is applicable to the end of each reporting period whether there is any objective evidence that a financial asset or a group of financial assets is impaired. Ameasured at amortized value or at fair value through changes in other comprehensive income, except for the investment in equity securities and assets from the contracts recognized under IFRS 15. 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 asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more eventsinstrument that has occurredare possible within 12 months after the initial recognition ofreporting date; and - Full lifetime expected credit losses: these are expected credit losses that result from all possible default events over the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flowslife of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include, among others, indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as adverse changes in arrears or economic conditions that correlate with defaults. CENTRAL PUERTO S.A.instrument.
Charges arising from the impairment of financial assets, net of related recoveries, are booked in the statement of income under finance costs and other operating expenses, depending onGiven the nature of the asset fromclients with which they arise.the Group operates and on the base of the foregoing criteria, the Group did not identify expected credit losses.
Financial assets carried at amortized cost
ForWith regard to financial assets carried at amortized cost,placements and according to the placement policies in force, the Group first assesses whether objective evidencemonitors the credit rate and the credit risk of impairment exists individually for financial assets that are individually significant, or collectively for financial
assets that are not individually significant. Ifthese instruments. Pursuant to the analysis, the Group determines that no objective evidencedid not identify the need to record impairment of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a groupthese types of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment.
If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets’ carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.
The asset carrying value is reduced through an impairment allowance account and the loss is recognized in the statement of income under finance costs or other operating expenses, depending on the nature of the asset that gave rise to it. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Interest income is recorded as part of finance income or other operating income in the statement of income, depending on the nature of the asset that gave rise to it.
Assets and the related allowance for impairment are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Group. If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the impairment allowance account. If a future write-off is later recovered, the recovery is credited to finance costs or other operating expenses in the statement of income, based on the nature of the asset that gave rise to it.
Available-for-sale financial investments
For available-for-sale financial investments, the Group assesses at the end of each reporting period whether there is objective evidence that an investment or a group of investments is impaired.
Regarding equity investments classified as AFS, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. The investment is deemed to be “significant” with respect to the original cost of the investment and “prolonged” with respect to the period during which the fair value was below its original cost. Whenever there is evidence that there has been impairment in value, accumulated losses, measured as the difference between the acquisition cost and the current fair value, less any impairment loss previously recognized in the statement of income, are removed from other comprehensive income and recognized in the statement of income as finance costs. Impairment losses related to equity investments classified as available-for-sale are not reversed through profit or loss. After impairment was recognized, fair value increases are directly recognized under comprehensive income.
In the case of debt instrument investments classified as available-for-sale, the impairment is assessed and recognized based on the same criteria as financial assets carried at amortized cost. The amount recorded for impairment is the cumulative loss measured as the difference between the amortized cost and the current fair value, less any impairment loss previously recognized in the statement of income.
Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of operating income in the statement of income. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in the statement of income, the impairment loss is reversed through the statement of income as finance cost.instruments.
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. AllFinancial liabilities are initially recognized at their fair value, net of the incurred transaction costs. Since the Group has no financial assets whose characteristics require the fair value accounting, according to IFRS, after the initial recognition, the financial assets are valued at amortized cost. Any difference between the amount received as financing (net of transaction costs) and the reimbursement value is recognized in comprehensive income throughout the life of the debt financial instrument using the method of effective interest rate.
At the closing of these consolidated financial statements, the financial liabilities are recognized initially at fair value and, in the case ofclassified as loans and borrowings carried at amortized cost, directly attributable transaction costs. The Group’s financial liabilitiesof the Group include tradeTrade and other payables, bank overdrafts, borrowings received from CAMMESA and interest-accruing payables and loans.
The subsequent measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial liabilities payable by the Group that are not designated as hedging instruments in hedge relationships as defined by IAS 39. Separate derivatives are also classified as held for trading, unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognized in the statement of income as finance income or costs, as the case may be.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such only if they meet the criteria in IAS 39.
The Group has not designated any financial liabilities upon initial recognition as at fair value through profit or loss.
Other debts and borrowings
After initial recognition, interest bearing loansLoans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized as finance costs in the statement of income when the liabilities are derecognized, as well as through the effective interest rate method (EIR) amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance costs in the statement of income.accrue interest.
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. 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 atthrough their fair value onvalues at the date on which a derivativethe contract is entered into, and they are subsequently re-measuredmeasured again at their fair value. DerivativesThe derivative financial instruments are carriedaccounted as financial assets when thetheir fair value is positive and as financial liabilities when thetheir fair value is negative. Any gainsThe method to recognize the loss or losses arisingincome from the change in fair value depends on whether the derivative was determined as a hedge instrument; in such case, on the nature of the item it is covering. The Company can determine certain derivative as:
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 derivatives are taken directlythe covered asset or liability attributable to income or loss, except for the portion that meets requirements to be considered effective hedges, if applicable, which is recognized in other comprehensive income and later reclassified to income or loss when thecovered risk. Cash flow hedge item affects income or loss. The portioneffective part of changes in fair value of the gain or loss on the hedging instrument that meets the requirements to be considered effectivederivatives determined and classified as cash flow hedge isare recognized in otherOther comprehensive income. The loss or income while any portion that does not meetrelated to the requirements to be considered effective hedgenon-effective part is immediately recognized immediately in the statement of comprehensive income as other financial income / expenses.within the Finance Expenses or Finance Income, respectively. IfThe cumulative amounts in Other comprehensive income are recorded in the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as partstatement of comprehensive income in the hedging strategy), or if its designation as aperiods in which the item covered affects the comprehensive income. In the case of interest
rates hedge, is revoked, or whenthis means the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previouslyamounts recognized in other comprehensiveequity are reclassified as net finance income remains separately in equity until the expected transaction occurs or the foreign currency firm commitmentas interest is met.accrued on associated debts. As ofat December 31, 2015,2020, the Group heldhas no hedging derivative financialinstruments. 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 mentionedand therefore are measured at fair value through profit and loss. Changes in note 12.6 to thesethe accounting measure of swap contracts are recognized in the consolidated financial statements, which do not meet the requirements to be considered hedging instruments.statement of income. Inventories are valued at the lower of restated acquisition cost and net realizable value. Net realizable value isIn the estimated selling price inestimation of recoverable values, the ordinary coursepurpose of business, less estimated costs of completionthe asset to be measured and the estimated costs necessary to make the sale.movements of items of slow or scarce rotation are taken into account. Inventories balance is not higher than its net realizable value at the corresponding dates. 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. Interest paid is shown as financing activities and interest received from customers is shown as operating activities.
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
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. 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 entity.Group. 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. 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. 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 yearyears ended December 31, 20172020, 2019 and 2018 the expense booked in the consolidated financial statements under employee benefits expense amounts to 2,942. 1,673, 66,106 and 27,997, respectively. 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.
The information related to associates is included in noteNote 3. 2.2.18. Information on operating segments For management purposes, the Group is organized in threefour different business units to carry out its activities, as follows: - Electric power generation: through its own assetsgeneration from conventional sources: the Group is engaged in the production of electric power from conventional sources and its sale. This business unit does not include La Plata plant operations due to - Electric power generation from renewable sources: the saleGroup also is engaged in the production of such facility (See note 22.8).electric power from renewable sources and its sale. - Natural gas transport and distribution: through its equity investees companies Distribuidora de Gas del Centro S.A. and Distribuidora de Gas Cuyana S.A.belonging to ECOGAS Group, the Group is engaged in the natural gas distribution public sector service in the Cuyo and Centro regions of Argentina and it is also engaged in the natural gas transport sector service through its equity investee Company Transportadora de Gas del MecrosurMercosur S.A. Also, the Company resells certain gas transport and distribution capacity that was previously contracted by the Company. - Management and operations:operations of therma plants: through its equity investees Termoeléctrica José de San Martín S.A. and Termoeléctrica Manuel Belgrano S.A. and its subsidiary Central Vuelta de Obligado S.A. the Group is engaged in the management and operations of these thermal plants. The Group has twothree reporting segments: production of electric power from conventional sources, production of electric power from renewable sources and natural gas transport and distribution. Management and operations activities are included in others, because the information is not material. The financial performance of segments is evaluated based on net income and measured consistently with the net income disclosed in the financial statements (note(Note 4). 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; - 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. Additional disclosures2.2.20. Business combinations Business combinations are providedaccounted using the acquisition method when the Group takes effective control of the acquired company. The Group will recognize in note 21. All other notesits financial statements the acquired identifiable assets, the assumed liabilities, any non-controlling interest and, if any, goodwill according to IFRS 3. 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 consolidated financial statements include amounts for continuing operations, unless indicated otherwise.fair value of the assets and liabilities acquired at the acquisition date. During fiscal year 2019, the Company made the price allocation and the valuation at fair value of the identifiable assets and the assumed liabilities based on an independent assessment made by a specialist. 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. The significant estimates used by management are mentioned below:
The terms for collection and the valuation of accumulated amounts related to receivables under Resolution 95 and receivables under Resolution 406 (from 2008 and thereafter).
Collection of the principal and interest on these receivables is subject to various business risks and uncertainties including, but not limited to, the completion and operation of power plants which are expected to generate cash for payments of these receivables, regulatory changes that could impact the timing and amount of collections, and economic conditions in Argentina. The Group accrues interest on these receivables once the recognition criteria have been met. The Group’s collection estimates are based on assumptions that it believes to be reasonable, but are inherently uncertain. These assumptions are reviewed at the end of each reporting period. Actual future cash flows could differ from these estimates.
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 carryingbook value of an asset or CGUassets related to the Cash Generating Unit (CGU) exceeds its recoverable amount,value, which is the higher ofbetween its fair value lessloss costs of disposalsale of such asset and its value in use. The value in use calculation is based on a Discounted Cash Flow (DCF) method. Thecalculated through the estimation of future cash flows are derived fromdiscounted at their present value through a discount rate that reflects the budget forcurrent assessments of the next five years.market over the temporal value of money and the specific risks of each CGU. Projection calculations cover a five-year period. The recoverable amountvalue is sensitive to the used discount rate, used for the DCF model as well as the expected future cash-inflowsestimated inflows and the growth rate used. A key assumption used to determine the recoverable amount for the different CGUs is the compensation that the Group obtained for the regulation enacted. The probability of occurrence and the amount of liabilities related to lawsuits and claims:
The Group based its estimates on the opinions of its legal counsel available when the consolidated financial statements were prepared. Existing circumstances and assumptions, however, may change due to changes in circumstances arising beyond the control of the Group.
Long-term employee benefit plan
The plan costs are determined by actuarial valuations. Actuarial valuations involve several assumptions that might differ from the results 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 in these assumptions. These assumptions are reviewed at the end of each reporting period.rate.
2.4. New standards and interpretations adopted As from the fiscal year beginning January 1, 2017,2020, the Group has applied for the first time certain new and/or amended standards and interpretations as issued by the IASB. In general, these standards and interpretations require that the information in the consolidated financial statements be modified retrospectively. ABelow is a brief description of the new and/or amended standards and interpretations adopted by the Group and their impact on these consolidated financial statements,statements.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 presented below.a business or not. The standard clarifies the minimum requirements for the existence of a business, removes the test on whether market participants can replace the missing elements; it adds a guide to help companies evaluate if an acquired process is significant; it reduces the definitions of a business and results, and it introduces an optional concentration test of reasonable value. New examples were provided together with the amendments. 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 7 statement1 and to IAS 8: Definition of cash flow: Disclosure initiativematerial 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 amendments require entitiesamendment to provide disclosurethe definition of changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The Groupmaterial has provided the information in note 14.5. The Group has elected not to disclose this information on comparative basis.
Amendments to IAS 12 - Income tax: Recognition of Deferred Income Tax Assets for Unrealized Losses
The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference related to unrealized losses fromhad a debt instrument measured at fair value or other assets. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.
Entities are required to apply the amendments retrospectively. These amendments are effective for annual periods beginning on or after January 1, 2017.
As of December 31, 2017, these amendments had notsignificant impact on the Group’s consolidated financial statements.
Annual Improvements Cycle - 2014-2016 - Amendments to IFRS 12 Disclosure of Interests in Other Entities: Clarificationstatements of the scope of disclosure requirements in IFRS 12Group.
The amendments clarify that the disclosure requirements in IFRS 12, other than those in paragraphs B10-B16, apply to an entity’s interest in a subsidiary, a joint venture or an associate (or a portion of its interest in a joint venture or an associate) that is classified as held for sale. During 2017 and 2016 the Group did not hold investments in subsidiaries, joint ventures or associates classified as held for sale, therefore these amendments did not affect the Group’s financial statements.
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. IFRS 15
Classification of debts as current and non-current (amendment to IAS 1) On January 23, 2020, the IASB issued an amendment to IAS 1 - RevenuePresentation 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 contractsJanuary 1, 2023, with customersretroactive application. The Group is assessing the impact of these modifications in the presentation of debts. IAS 16 - Property, plant and equipment (“PP&E”) - Proceeds before intended use In May 2014, IASB issued IFRS 15 “Revenue from contracts with customers”, 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 interpretations when this standard becomes effective. The fundamental principle of the model is to satisfy performance obligations. IFRS 15 structures this principle through the following five steps:
Step 1: Identify the contract with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to each performance obligation.
Step 5: Recognize revenue when (or while) a performance obligation is satisfied.
The new revenue model applies to all contracts with customers, except those 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.
Pursuant to IFRS 15, a system on the allocation of the transaction price to each performance obligation is established. According to such standard, the Group shall recognize revenue when a performance obligation is satisfied, i.e. every time “control” over those goods and services is transferred to the customer.
Note 5 includes the main sources of income from ordinary activities of the Group.
After carrying out their analysis, the management of the Group concluded that the current revenue recognition practices, which are governed by the current IFRS, are consistent with the requirements of IFRS 15.
In turn, the Group will apply IFRS 15 to all periods beginning on January 1, 2018. For such purpose, it will apply the modified retrospective approach. Therefore, should there be necessary, the accumulated effect of the initial application of this standard will be retrospectively recognized as an adjustment to the initial balance of accumulated retained income as at January 1, 2018 and the comparative information will not be adjusted.
It is important to highlight the fact that such standard requires greater estimates and professional judgments than the applied in the current accounting standards. Additionally, IFRS 15 requires greater disclosures in the financial statements.
Accordingly, IFRS 15 requires a separate presentation of assets and liabilities of contracts and trade receivables in the consolidated statement of financial position.
IFRS 9 Financial instruments
In July 2014,2020, 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.
The new standard replaces previous versions and is effectiveSuch amendment will enter into force for the annual periods beginning oncommencing as from January 1, 2018.2022 and must be applied retrospectively to PP&E items available for their use as from the commencement of the first period presented when the Group applies the modification for the first time.
The Group has analyzed financial assets and liabilities as of December 31, 2017 so asThese amendments are not expected to determine the impact of the classification and measurement on their consolidated financial position and its results. Finally, management has assessed that the adoption of IFRS 9 will not have a materialsignificant impact on the Group.
IFRS 16 LeasesNIC 37: “Onerous contracts: Cost of fulfilling a contract”
In January 2016,May 2020, the IASB issued the final version of IFRS 16 and it replacesamendments to IAS 17 Leases, IFRIC 4 Determining37 to specify which costs an entity must include when assessing whether an arrangement contains a lease, SIC-15 Operating leases-incentives and SIC-27 Evaluating the substance of transactions involving the legal form of a lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions leases of “low-value” assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognize a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right to-use asset). Lessees will be required to separately recognize the interest expense on the lease liability and the depreciation expense on the right-of-use asset.contract is onerous. Lessor accountingThe amendments 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 incremental costs and the costs allocation directly related to the contract activities.
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 IFRS 16 is substantially unchanged from today’s accounting under IAS 17. Lessors will continuethe CVO Agreement, described in Note 1.2.a), and outstanding loans with maturity dates after 2021, which were indexed to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases. IFRS 16 also requires lessees and lessors to make more extensive disclosures than under IAS 17. IFRS 16 isLIBOR. These amendments are effective for annual periods beginning on or after 1 January 1, 2019. Early adoption2021 and early application is permitted, but not before the entity applies IFRS 15. A lessee can choose to apply the standard using either a full retrospective or modifies retrospective approach. The Group has not yet determined what impact, if any, the adoptionpermitted. As of the new standard will have on its consolidateddate of these financial statements.statements, the Group is evaluating the future potential impact of these amendments.
IFRIC 22 - Foreign Currency Transactions and Advance Consideration
This interpretation clarifies the “transaction date” for the purpose of determining the exchange rate to use on initial recognition of a related asset, expense or income, when an entity has received or paid in advance in foreign currency. It applies to transactions in foreign currency when an entity recognizes a non-monetary assets or liability derived from the reception or payment in advance before initial recognition of a related asset, expense or income.
So as to determine the exchange rate to use on initial recognition of an asset, expense or income, the transaction date is the date on which a non-monetary asset or liability derived from reception or payment in advance is recognized.
It is effective for periods beginning on January 1, 2018. Application may be retroactive or prospective since i) the beginning of the application period or ii) the beginning of a previous comparative period.
As of the date of issuance of these consolidated financial statements the Group estimates that the adoption of this standard will not have an impact on its consolidated financial position or in its results.
IFRIC Interpretation 23 - Uncertainty over Income Tax Treatments
In June 2017, the IASB issued IFRIC Interpretation 23 - Uncertainty over Income Tax Treatments. The Interpretation clarifies application of recognition and measurement requirements in IAS 12 Income Taxes when there is uncertainty over income tax treatments. The Interpretation specifically addresses the following: (a) whether an entity considers uncertain tax treatments separately, (b) the assumptions an entity makes about the examination of tax treatments by taxation authorities, (c) how an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates and (d) how an entity considers changes in facts and circumstances. IFRIC 23 is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted.
The Group has not yet determined what impact, if any, the adoption of the new interpretation will have on its consolidated financial statements.
3. Investment in associates | | | | | | Termoeléctrica José de San Martin S.A. | 25,671 | 19,576 | Termoeléctrica Manuel Belgrano S.A. | 28,744 | 25,236 | Inversora de Gas Cuyana S.A. | 217,380 | 82,183 | Inversora de Gas Centro S.A. | 254,813 | 101,740 | Distribuidora de Gas del Centro S.A. | 204,382 | 70,130 | Transportadora de Gas del Mercosur S.A. | 254,551 | 6,884 | Others | 105 | 1,263 | | 985,646 | 307,012 |
The book value of investment in associates as of December 31, 2020 and 2019 amounts to: | | | | | | | | | | | | Termoeléctrica José de San Martin S.A. | 22,218 | 15,897 | 11,958 | 39,811 | 88,419 | Termoeléctrica Manuel Belgrano S.A. | 23,557 | 20,953 | 14,494 | 27,070 | 95,075 | Inversora de Gas Cuyana S.A. | 135,197 | 33,868 | 8,083 | | Inversora de Gas Centro S.A. | 153,073 | 40,726 | 10,539 | | Distribuidora de Gas del Centro S.A. | 134,252 | 28,582 | 5,444 | | ECOGAS Group (Note 3.2) | | 4,482,447 | 4,383,459 | Transportadora de Gas del Mercosur S.A. | 247,667 | - | 114,669 | 130,530 | Others | (963) | 7,487 | (7,128) | 8 | 142 | | 715,001 | 147,513 | 43,390 | 4,664,005 | 4,697,625 |
The share of the profit of associates for the years ended December 31, 2020, 2019 and 2018 amounts to: | | | | | | | | | | | | Termoeléctrica José de San Martin S.A. | 26,343 | 62,538 | 75,210 | Termoeléctrica Manuel Belgrano S.A. | (719) | 60,939 | 61,206 | ECOGAS Group (Note 3.2) | 98,988 | 1,391,323 | 2,117,789 | Transportadora de Gas del Mercosur S.A. | (15,862) | (9,115) | (5,500) | Others | - | 9,964 | 943 | | 108,750 | 1,515,649 | 2,249,648 |
As of December 31, 2017 and 2016, theThe Group has a 30.8752%an interest in TJSMTSM and 30.9464% interest in TMB, which are engaged in managing the purchase of equipment, and building, operating and maintaining the power plants.
TJSM TSM and TMB are private, unlisted companies.
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
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, 2017, 20162020, 2019 and 2015,2018, the Company received cash dividends from TMB and TJSMTSM for 36,176, 25,798140,984, 159,594 and 19,358,114,817, respectively. The following table show summarized financial information of the Group’s investment in such companies:
Termoeléctrica José de San Martín SA
| | | | | | Current assets | 140,389 | 118,198 | Non-current assets | 7,679 | 8,282 | Current liabilities | (58,631) | (58,467) | Non-current liabilities | (6,291) | (4,609) | Net assets | 83,146 | 63,404 | Carrying amount of the investment | 25,671 | 19,576 |
| | | | | | | | Associate’s revenues and income | | | | Revenues | 244,628 | 182,796 | 140,019 | Net income for the year | 71,961 | 51,488 | 39,239 | Share in the net income of associate | 22,218 | 15,897 | 11,958 |
Termoeléctrica Manuel Belgrano SA
| | | | | | Current assets | 142,969 | 128,127 | Non-current assets | 3,644 | 2,398 | Current liabilities | (49,005) | (45,791) | Non-current liabilities | (4,725) | (3,186) | Net assets | 92,883 | 81,548 | Carrying amount of the investment | 28,744 | 25,236 |
| | | | | | | | Associate’s revenues and income | | | | Revenues | 257,407 | 205,218 | 148,945 | Net income for the year | 76,122 | 67,707 | 47,561 | Share in the net income of associate | 23,557 | 20,953 | 14,494 |
3.2. Investments in gas distribution The Group holds ownership interests of 44.10% (49% in 2015) in Inversora de Gas Cuyana S.A. (“IGCU”, the controlling company of Distribuidora de Gas Cuyana S.A. “DGCU”), of 44.10% (49% in 2015)42.31% in Inversora de Gas del Centro S.A. (“IGCE”, the controlling company of Distribuidora de Gas del Centro S.A. “DGCE” and Distribuidora de Gas Cuyana S.A. “DGCU”) and 17.20% (19.11% in 2015) in DGCE.DGCE (from now on, “ECOGAS Group”). Consequently, the Group holds, both directly and indirectly, a 22.49% interest (24.99% in 2015) in DGCU and 39.69% (44.10% in 2015)40.59% of the capital stock of DGCE, and, indirectly, a 21.58% interest in DGCU, both of which are engaged in the distribution of natural gas. The GroupCompany does not control such companies.
Subsequent event
On February 23, 2018, our Board of Directors approved the sale process of up to 27,597,032 DGCE shares, which represent all of our directly stake in this company and 17.20% of the capital stock of DGCE, through a potential initial public offering of DGCE. On March 14, 2018, the Company authorized the offer of up to 10,075,952 (6.28% of its capital stock) shares of DGCE, subject to market conditions. As of the date of these consolidated financial statements, the Company, and certain potential selling shareholders, continue to evaluate this strategy.
3.2.1.1.
Inversora de Gas del Centro SA
IGCE is a private, unlisted company. Its only significant asset iscompany which holds a 51%55.29% equity interest in DGCE, a company engaged in the distribution of natural gas in the provinces of Cordoba, La Rioja and Catamarca, Argentine. During the year ended December 31, 2015, the Group received dividends of 17,003Argentine, and 15,288, respectively, from IGCE and DGCE.
The following table shows summarized financial information of the Group’s investment in IGCE with its subsidiary DGCE.
| | | | | | Current assets | 2,113,190 | 1,450,839 | Non-current assets | 911,271 | 1,300,375 | Current liabilities | (1,692,212) | (2,151,646) | Non-current liabilities | (131,662) | (168,178) | Net assets | 1,200,587 | 431,390 | Less: non-controlling interests | (622,780) | (200,686) | | 577,807 | 230,704 | Carrying amount of the investment | 254,813 | 101,740 |
| | | | | | | | Associate’s income | 332,931 | 70,744 | 9,388 | Net income for the year | 347,104 | 92,349 | 21,508 | Share in net income of associate | 153,073 | 40,726 | 10,539 |
3.2.1.2.
Distribuidora de Gas del Centro SA
The following table shows summarized financial information of the Group’s investment in DGCE.
| | | | | | Current assets | 1,632,747 | 1,375,072 | Non-current assets | 873,411 | 1,256,813 | Current liabilities | (1,193,139) | (2,096,622) | Non-current liabilities | (124,752) | (127,530) | Net assets | 1,188,267 | 407,733 | Carrying amount of the investment | 204,382 | 70,130 |
| | | | | | | | Associate’s revenues and income | | | | Revenues | 3,656,921 | 2,239,906 | 770,342 | Net income for the year | 780,535 | 166,174 | 28,487 | Share in net income of associate | 134,252 | 28,582 | 5,444 |
Subsequent event
On March 2, 2018 and on February 23, 2018 the Group received dividends of 143,122 (equivalent to USD 7,099,316) and 129,256 (equivalent to USD 6,482,009), respectively, from IGCE and DGCE.
3.2.2.
Inversora de Gas Cuyana SA
IGCU is a private unlisted company. Its only significant asset is a 51% equity interest in DGCU, a company engaged in the distribution of natural gas in the provinces of Mendoza, San Juan and San Luis.
During the year ended December 31, 2015,September 2019, the Group received dividends of 8,967278,868 from IGCU. The following table shows summarized financial information of the Group’s investment in IGCU with its subsidiary DGCU.
| | | | | | Current assets | 1,297,922 | 1,094,417 | Non-current assets | 719,515 | 995,997 | Current liabilities | (884,304) | (1,533,812) | Non-current liabilities | (35,643) | (44,982) | Net assets | 1,097,490 | 511,620 | Less: non-controlling interests | (604,564) | (325,265) | | 492,926 | 186,355 | Carrying amount of the investment | 217,380 | 82,183 |
| | | | | | | | Associate’s revenues and income | | | | Revenues | 2,813,506 | 1,612,252 | 569,294 | Net income for the year | 306,569 | 76,798 | 6,349 | Share in net income of associate | 135,197 | 33,868 | 8,083 |
Subsequent event
ECOGAS Group. On March 28, 2018, a preliminary merger agreement of IGCE, IGCU and the companies Magna Inversiones S.A. (“Magna”) and RPBC Gas S.A. (“RPBC”) was approved. IGCE will act as the acquiring company and IGCU, RPBC and Magna will act as absorbed companies. The merger is subject to authorization by the national gas regulatory entity (“ENARGAS”) and it is subject to the approval of the general meeting of shareholders of the companies participating in the merger, which will be held on May 28, 2018. On April 16, 2018October 31, 2019 the Group received dividends of 121,809 (equivalent to USD 6,042,152)333,653 from IGCU.ECOGAS Group.
3.3. Transportadora de Gas del Mercosur S.A. The Group has a 20% interest in Transportadora de Gas del Mercosur S.A. (“TGM”). TGM is a private unlisted company. This Company has a gas pipeline that covers the area from Aldea Brasilera (in the Province of Entre Ríos) to Paso de los Libres (in the Province of Corrientes). In 2009, TGM terminated its contract with YPF, which was its only client to date, on the grounds of consecutive non-compliances. On December 22, 2017, YPF agreed to pay TGM USD 114,000,000 as full and final settlement to cover all the complaints TGM claims against YPF. The following table shows summarized financial information for TGM:
| | | | Current assets | 2,014,585
| Non-current assets | 150,681
| Current liabilities | (892,510)
| Net assets | 1,272,756
| Carrying amount of the investment | 254,551
| | | Associate´s revenues and income | | Revenues | 683
| Net income for the year | 1,238,335
| Share in net income of the associate | 247,667
| TGM is a private unlisted company. Subsequent event
On April 16, 2018 the Group received dividends of 230,640 (equivalent to USD 11,406,528) from TGM.
The following provides summarized information of the operating segments for the years ended December 31, 2017, 20162020, 2019 and 2015:2018: | | Electric Power Generation from conventional sources | Electric Power Generation from renewable sources | Natural Gas Transport and Distribution (1) (2) | | Adjustments and Eliminations | | | | | | | 2017 | Electric Power Generation | Natural Gas Transport and Distribution | | Adjustmentsand Eliminations | | | | | | Revenues | 5,956,596 | 6,621,959 | 502,035 | (7,123,994) | 5,956,596 | 29,730,812 | 7,203,510 | 28,798,655 | 1,763,992 | (29,388,809) | 38,108,160 | Cost of sales | (2,742,147) | (4,366,884) | (322,057) | 4,688,941 | (2,742,147) | (14,200,480) | (1,885,064) | (23,560,823) | (1,429,153) | 24,260,116 | (16,815,404) | Administrative and selling expenses | (651,168) | (1,188,068) | - | 1,188,068 | (651,168) | (2,555,522) | (417,081) | (6,284,509) | - | 6,284,509 | (2,972,603) | Other operating income | 640,480 | 2,232,236 | - | (2,232,236) | 640,480 | 13,661,591 | 436,904 | 797,927 | 844 | (798,771) | 14,098,495 | Other operating expenses | (92,497) | - | (92,497) | (322,577) | (129,459) | (214,812) | (5,048) | 214,812 | (457,084) | Impairment of property, plant and equipment and intangible assets | | (4,016,305) | - | (4,016,305) | | | | Operating income | 3,111,264 | 3,299,243 | 179,978 | (3,479,221) | 3,111,264 | 22,297,519 | 5,208,810 | (463,562) | 330,635 | 571,857 | 27,945,259 | | | | Other (expenses) income | (817,307) | (708,732) | (35,162) | 1,458,895 | (102,306) | (16,287,978) | (4,655,845) | (104,237) | (50,581) | 111,320 | (20,987,321) | | | | Net income for the segment | 2,293,957 | 2,590,511 | 144,816 | (2,020,326) | 3,008,958 | 6,009,541 | 552,965 | (567,799) | 280,054 | 683,177 | 6,957,938 | Share in the net income for the segment | 2,293,957 | 670,189 | 44,812 | - | 3,008,958 | 6,009,541 | 552,965 | 174,831 | 220,601 | - | 6,957,938 |
| | Electric Power Generation from conventional sources | Electric Power Generation from renewable sources | Natural Gas Transport and Distribution (1) (2) | | Adjustments and Eliminations | | | | | | | 2016 | Electric Power Generation | Natural Gas Transport and Distribution | | Adjustmentsand Eliminations | | | | | | Revenues | 3,562,721 | 3,852,158 | 388,014 | (4,240,172) | 3,562,721 | 43,726,292 | 4,146,543 | 40,876,013 | 2,279,019 | (42,070,644) | 48,957,223 | Cost of sales | (2,069,752) | (3,166,223) | (243,796) | 3,410,019 | (2,069,752) | (24,012,251) | (991,146) | (30,409,302) | (1,484,828) | 31,089,800 | (25,807,727) | Administrative and selling expenses | (445,412) | (603,502) | - | 603,502 | (445,412) | (3,217,730) | (367,403) | (5,344,536) | - | 5,344,536 | (3,585,133) | Other operating income | 1,137,736 | - | 1,137,736 | 24,841,568 | 115,077 | 1,561,636 | 29,515 | (1,561,636) | 24,986,160 | Other operating expenses | (84,845) | 125,878 | - | (125,878) | (84,845) | (18,619) | (345,035) | (51,408) | (4,953) | 51,409 | (368,606) | Impairment of property, plant and equipment and intangible assets | | (5,996,233) | - | (5,996,233) | | | | Operating income | 2,100,448 | 208,311 | 144,218 | (352,529) | 2,100,448 | 35,323,027 | 2,558,036 | 6,632,403 | 818,753 | (7,146,535) | 38,185,684 | | | | Other (expenses) income | (917,099) | (69,174) | (24,249) | 240,936 | (769,586) | (24,098,436) | (3,752,595) | (2,639,712) | (220,440) | 4,316,439 | (26,394,744) | | | | Net income for the segment | 1,183,349 | 139,137 | 119,969 | (111,593) | 1,330,862 | 11,224,591 | (1,194,559) | 3,992,691 | 598,313 | (2,830,096) | 11,790,940 | Share in the net income for the segment | 1,183,349 | 103,176 | 44,337 | - | 1,330,862 | 11,224,590 | (1,194,559) | 1,425,682 | 335,227 | - | 11,790,940 |
| | Electric Power Generation from conventional sources | Electric Power Generation from renewable sources | Natural Gas Transport and Distribution (1) (2) | | Adjustments and Eliminations | | | | | | | 2015 | Electric Power Generation | Natural Gas Transport and Distribution | | Adjustmentsand Eliminations | | | | | | Revenues | 2,654,180 | 1,339,636 | 338,303 | (1,677,939) | 2,654,180 | 27,668,291 | 1,255,133 | 35,814,016 | 2,310,511 | (37,172,224) | 29,875,727 | Cost of sales | (1,397,365) | (1,064,934) | (208,935) | 1,273,869 | (1,397,365) | (12,537,161) | (369,781) | (23,774,779) | (1,388,806) | 24,485,544 | (13,584,983) | Administrative and selling expenses | (371,485) | (421,764) | (5,852) | 427,616 | (371,485) | (2,698,128) | (211,535) | (4,238,997) | - | 4,238,997 | (2,909,663) | Other operating income | 735,517 | 17,510 | - | (17,510) | 735,517 | 27,504,031 | 156,662 | 482,279 | 31,684 | (482,279) | 27,692,377 | Other operating expenses | (52,702) | - | (52,702) | (126,170) | (149,150) | (117,284) | (2,971) | 117,285 | (278,290) | CVO receivables update | | 23,072,749 | - | 23,072,749 | | | | Operating income | 1,568,145 | (129,552) | 123,516 | 6,036 | 1,568,145 | 62,883,612 | 681,329 | 8,165,235 | 950,418 | (8,812,677) | 63,867,917 | | | | Other (expenses) income | (401,396) | 148,659 | 587 | (105,856) | (358,006) | (25,310,045) | (3,649,240) | (2,405,020) | (304,808) | 3,213,980 | (28,455,133) | | | | Net income for the segment | 1,166,749 | 19,107 | 124,103 | (99,820) | 1,210,139 | 37,573,567 | (2,967,911) | 5,760,215 | 645,610 | (5,598,697) | 35,412,784 | Share in the net income for the segment | 1,166,749 | 24,066 | 19,324 | - | 1,210,139 | 37,573,567 | (2,967,911) | 534,325 | 272,803 | - | 35,412,784 |
(1) Includes information from associates. (2) Includes income (expenses) related to resale of gas transport and distribution capacity.
Major customers During the years ended December 31, 2017, 20162020, 2019 and 20152018 revenues from CAMMESA amounted to 5,648,272, 3,345,74494%, 96% and 2,506,529 or 95%, 94% and 94%93%, respectively, arising from sales in the electric power generation segment.total Group revenues. | | | | | | | | Electric power sold on the Spot market (Resolution 19 and 95/2013, as amended) | 5,175,825 | 3,114,552 | 2,317,042 | Electric power sold on the Spot market (prior to Resolution 95/2013) | 472,447 | 231,192 | 189,487 | Sales under contracts | 167,124 | 107,873 | 96,082
| Steam sales | 141,200 | 108,308 | 8,238
| Rendering of services | - | 796 | - | | 5,956,596 | 3,562,721 | 2,654,180 |
| | | | | | | | | | | | Revenues from Resolution 1, SEE 19, SGE Resolution 70/2018, and amendments | 17,473,763 | 37,273,808 | 26,530,179 | Sales under contracts | 18,395,788 | 10,007,294 | 1,878,157 | Steam sales | 1,064,771 | 591,732 | 515,089 | Resale of gas transport and distribution capacity | 394,841 | 389,746 | 406,058 | Revenues from CVO thermal plant management | 778,997 | 694,643 | 546,244 | | 38,108,160 | 48,957,223 | 29,875,727 |
| | | | | | | | Inventories at beginning of each year | 147,670(1) | 94,179(1)
| 78,173 | | | | | Purchases and operating expenses for each year: | | | | Purchases | 512,570 | 336,190 | 152,883 | Operating expenses (note 6.2) | 2,240,400 | 1,787,053 | 1,260,488 | | 2,752,970 | 2,123,243 | 1,413,371 | | | | | Inventories at the end of each year | (158,493) | (147,670)(1) | (94,179)(1) | | 2,742,147 | 2,069,752 | 1,397,365 |
(1)
Inventories as of December 31, 2016 and 2015 do not include inventories stock from discontinued operations.
| | | | | | | | | | | | Inventories at beginning of each year | 1,091,527 | 619,038 | 556,717 | | | | | Purchases and operating expenses for each year: | | | | Purchases | 3,650,420 | 14,143,878 | 4,596,440 | Operating expenses (Note 6.2) | 13,535,804 | 12,136,338 | 9,050,861 | | 17,186,224 | 26,280,216 | 13,647,301 | | | | | Inventories at the end of each year | (1,462,347) | (1,091,527) | (619,035) | | 16,815,404 | 25,807,727 | 13,584,983 |
6.2. Operating, administrative and selling expenses | | | | | | | Accounts | | Administrative and selling expenses | | Administrative and selling expenses | | Administrative and selling expenses | | Administrative and selling expenses | | Administrative and selling expenses | | Administrative and selling expenses | | | | | | | Compensation to employees | 878,089 | 327,983 | 688,891 | 219,629 | 496,273 | 191,172 | 2,890,592 | 1,089,988 | 3,225,925 | 1,188,407 | 2,871,250 | 1,152,991 | Other long-term employee benefits | 26,270 | 4,211 | 22,859 | 4,039 | 20,828 | 3,680 | 104,394 | 22,490 | 93,700 | 9,516 | 58,833 | 9,496 | Depreciation of property, plant and equipment | 277,445 | 111 | 200,703 | - | 156,559 | - | 3,620,674 | - | 2,681,250 | 334 | 2,392,834 | - | Amortization of intangible assets | 31,114 | - | 31,134 | - | 26,816 | - | 2,334,299 | - | 1,934,797 | - | 732,317 | - | Purchase of energy and power | 78,781 | - | 22,797 | - | 36,124 | - | 143,435 | - | 127,500 | - | 92,459 | 2,915 | Fees and compensation for services | 194,120 | 168,624 | 147,529 | 66,014 | 89,578 | 45,629 | 939,144 | 795,693 | 580,305 | 1,010,261 | 518,961 | 718,146 | Maintenance expenses | 363,199 | 25,178 | 352,914 | 41,547 | 197,581 | 38,883 | 1,762,492 | 188,738 | 1,788,105 | 186,095 | 1,007,394 | 324,170 | Consumption of materials and spare parts | 112,956 | - | 140,329 | - | 78,725 | - | 512,160 | - | 642,269 | - | 337,785 | 513 | Insurance | 139,473 | 1,794 | 124,956 | 550 | 67,009 | 256 | 716,242 | 31,585 | 469,846 | 17,848 | 505,715 | 7,353 | Levies and royalties | 133,212 | - | 50,759 | - | 89,151 | - | 448,404 | - | 523,254 | - | 467,184 | - | Taxes and assessments | 3,664 | 29,399 | 2,755 | 24,270 | 464 | 29,529 | 51,550 | 353,682 | 46,248 | 273,365 | 42,826 | 101,472 | Tax on bank account transactions | - | 84,232 | - | 77,954 | - | 55,084 | 6,546 | 449,234 | 6,704 | 855,446 | 5,183 | 536,821 | Corporate expenses | - | 4,685 | - | | Others | 2,077 | 9,636 | 1,427 | 6,724 | 1,380 | 7,252 | 5,872 | 41,193 | 16,435 | 43,861 | 18,120 | 55,786 | Total | 2,240,400 | 651,168 | 1,787,053 | 445,412 | 1,260,488 | 371,485 | 13,535,804 | 2,972,603 | 12,136,338 | 3,585,133 | 9,050,861 | 2,909,663 |
7. Other income and expenses 7.1. Other operating income | | | | | | | | Interest earned from customers | 270,715 | 108,423 | 41,607 | Receivables and payables foreign exchange difference | 76,475 | 137,359 | 336,641 | Discount of trade and other receivables and payables, net (1) | 51,838 | 718,114 | 118,560 | Recovery of insurance | 237,577 | 155,013 | 145,569 | Recovery of turnover tax | - | - | 77,833 | Others | 3,875 | 18,827 | 15,307 | | 640,480 | 1,137,736 | 735,517 |
| | | | | | | | | | | | Interest earned from customers | 3,107,561(1) | 8,760,658(1) | 3,399,669(1) | Foreign exchange difference, net | 10,952,248(2) | 16,217,459(2) | 23,882,362(2) | Recovery of Insurance | - | - | 380,060 | Others | 38,686 | 8,043 | 30,286 | | 14,098,495 | 24,986,160 | 27,692,377 |
(1) In December 2015, Decree No. 134/2015 was enacted declaring the state of emergency of the Argentine electricity sector until December 31, 2017. Pursuant to such decree, the Ministry of Energy was entrusted with the duties of developingIncludes 603, 32,246 and putting in place an action plan in connection with the electricity generation, transportation and distribution segments in order to improve the quality and security of electricity supply and guarantee the provision of this public service under suitable technical and economic conditions.
In this context, the Group revised its estimate of the amounts recognized on December 31, 2015 in connection with some receivables from CAMMESA72,029 related to LVFVD ofreceivables under FONINVEMEM I and II Agreements for the additional remuneration set in Resolution 95. Consequently, during the yearyears ended December 31, 20162020, 2019 and 2018, respectively. It also includes 1,609,116, 3,302,470 and 1,901,351 related to CVO receivables for the Company recognized theseyears ended December 31, 2020, 2019 and 2018, respectively.
(2) Includes 20,328, 613,376 and 1,134,525 related to receivables at their face values with a corresponding one-time gain of 520,362 inunder FONINVEMEM I and II Agreements for the consolidated statement of income.years ended December 31, 2020, 2019 and 2018, respectively. It also includes 10,186,305, 14,669,903 and 17,330,579 related to CVO receivables for the years ended December 31, 2020, 2019 and 2018. 7.2. Other operating expenses | | | | | | | | | | Charge related to the provision for lawsuits and claims | (69,197) | (86,644) | (52,702) | | | | | Net charge related to the provision for lawsuits and claims | | (8,373) | (7,191) | (186,457) | Impairment of material and spare parts | (23,300) | - | (42,935) | (42,977) | (79,363) | Net charge related to the allowance for doubtful accounts | | (2,458) | (13,161) | - | Charge related to discount tax credits | | (30,194) | (304,798) | - | Interests | | (373,124) | - | Others | - | 1,799 | - | - | (479) | (12,470) | | (92,497) | (84,845) | (52,702) | (457,084) | (368,606) | (278,290) |
| | | | | | | | Interest earned | 148,485 | 51,774 | 31,871 | Net income on financial assets at fair value through profit or loss | 75,525 | 46,827 | 30,091 | Foreign exchange differences | 45,531 | 94,920 | 233,301 | Net income on disposal of available-for-sale financial assets (1) | 662,686 | 227,467 | 67,100 | | 932,227 | 420,988 | 362,363 |
| | | | | | | | | | | | Interest earned | 128,688 | 40,138 | 108,278 | Net income on financial assets at fair value through profit or loss (1) | 5,031,107 | 4,861,886 | 3,857,913 | Net income on disposal of financial assets at fair value through other comprehensive income (1) | - | - | 809,180 | | 5,159,795 | 4,902,024 | 4,775,371 |
(1) Net of 52,41724,325, 130,743 and 75,591 corresponding to turnover tax for the yearyears ended December 31, 2017.2020, 2019 and 2018, respectively. | | | | | | | | Interest on loans and borrowings | (626,981) | (529,999) | (253,316) | Net foreign exchange differences | (64,983) | (75,471) | 124,577 | Others | (5,674) | (14,978) | (9,569) | | (697,638) | (620,448) | (138,308) |
| | | | | | | | | | | | Interest on loans and borrowings from CAMMESA | (3,643,087) | (4,371,775) | (3,096,609) | Foreign exchange differences | (17,318,661) | (16,376,119) | (9,976,689) | Bank commissions for loans and others | (519,079) | (218,007) | (122,533) | Others | (816,310) | (714,307) | - | | (22,297,137) | (21,680,208) | (13,195,831) |
8. Movements infrom financial assets at fair value through other comprehensive income from available-for-sale financial assets | | | | | | | | Available-for-sale financial assets | | | | Gains for the year | 272,239 | 554,330 | 274,165 | Reclassification adjustments to income | (715,103) | (227,467) | (67,100) | | (442,864) | 326,863 | 207,065 |
| | | | | | | | | | | | Financial assets at fair value through other comprehensive income | | | | Gain for the year | - | - | 134,408 | Reclassification adjustments to income | - | - | (860,345) | Loss for financial assets at fair value through other comprehensive income | - | - | (725,937) |
The major components of income tax during the years ended December 31, 2017, 20162020, 2019 and 2015,2018, are the following: Consolidated statements of income and comprehensive income Consolidated statement of income | | | | | | | | | | | | | Current income tax | | | Income tax charge for the year | (1,350,540) | (485,279) | (462,872) | (4,830,128) | (9,469,106) | (11,553,747) | Adjustment related to current income tax for the prior year | 32,561 | 938 | 2,845 | 20,789 | 37,983 | (11,068) | | | | Deferred income tax | | | Related to the net variation in temporary differences | 266,083 | (233,298) | (165,424) | (308,636) | 1,609,517 | (2,266,568) | Income tax | (1,051,896) | (717,639) | (625,451) | (5,117,975) | (7,821,606) | (13,831,383) |
Consolidated statement of comprehensive income | | | | | | | | Income tax for the year related to items charged or credited directly to other comprehensive income | | | | Deferred income tax income (expense) | 154,268 | (107,194) | (71,573) | Income tax credited (charged) to other comprehensive income | 154,268 | (107,194) | (71,573) |
| | | | | | | | | | | | Income tax for the year related to items charged or credited directly to equity | | | | Deferred income tax income (expense) | (1,967) | 15,742 | 277,416 | Income tax credited charged to other comprehensive income | (1,967) | 15,742 | 277,416 |
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, 2017, 2016 2020, 2019 and 2015,2018, is as follows: | | | | | | | | | | Income before income tax from continued operations | 4,060,854 | 2,048,501 | 1,835,590 | | | | | Income before income tax from continuing operations | | 12,075,913 | 19,612,546 | 49,244,167 | Income before income tax from discontinued operations | 749,198 | 673,807 | 202,860 | - | 688,630 | Income before income tax | 4,810,052 | 2,722,308 | 2,038,450 | 12,075,913 | 19,612,546 | 49,932,797 | | | | At statutory income tax rate of 35% | (1,683,518) | (952,808) | (713,458) | | At statutory income tax rate of 30% | | (3,622,774) | (5,883,765) | (14,979,839) | Share of the profit of associates | 101,409 | 12,767 | 15,187 | (6,706) | 238,468 | (31,738) | Adjustment related to current income tax for the prior year | 32,561 | 938 | 2,845 | 20,789 | 37,983 | (11,068) | Effect related to statutory income tax rate change (1) | 220,956 | - | | Effect related to statutory income tax rate change | | 631,781 | 111,766 | 384,451 | IFRIC 23 effect | | 19,783 | 86,791 | - | Effect related to the discount of income tax payable | | 197,621 | (762,741) | 1,528,155 | Loss on net monetary position | | (2,496,932) | (1,252,741) | (824,503) | Business combination tax effects | | - | (265,426) | - | Others | 12,539 | (14,369) | (1,026) | 138,463 | (131,941) | (7,078) | | (1,316,053) | (953,472) | (696,452) | (5,117,975) | (7,821,606) | (13,941,620) | Income tax attributable to continuing operations | (1,051,896) | (717,639) | (625,451) | (5,117,975) | (7,821,606) | (13,831,383) | Income tax attributable to discontinuing operations | (264,157) | (235,833) | (71,001) | | Income tax attributable to discontinued operations | | - | (110,237) | | (1,316,053) | (953,472) | (696,452) | (5,117,975) | (7,821,606) | (13,941,620) |
(1)
Effect of applying the changes in the enacted tax rate established by Law 27,430 as described in note 23.a) to the deferred assets and liabilities, according to its expected term of realization and settlement, respectively.F-45
Deferred income tax Deferred income tax relates to the following: | | Consolidated statement of financial position | Consolidated statement of income from continuing operations and statement of other comprehensive income | | Consolidated statement of financial position | Consolidated statement of income from continuing operations and statement of other comprehensive income | | | | | | | | | | | | | | | | Trade receivables | (425,442) | (661,748) | 217,170 | (131,465) | 142 | 3,239 | 4,886 | (1,647) | 3,531 | 20,564 | Provision for plant dismantling | 39,310 | 43,820 | - | | Other financial assets | (37,658) | (190,315) | 152,657 | 9,931 | (184,421) | (391) | (374,950) | 374,559 | (69,139) | (184,564) | Employee benefit liability | 32,089 | 30,697 | 1,627 | 9,499 | 4,587 | 110,005 | 108,942 | 1,063 | 17,923 | (8,625) | Receivables and other non-financial liabilities | (6,249) | (5,826) | (423) | (248,723) | (101,037) | | Provisions and other | 44,910 | 30,986 | 13,872 | 23,314 | 27,874 | | Provisions and others | | (293,024) | 62,041 | (355,065) | 38,955 | (91,187) | Investments in associates | (138,266) | (34,522) | (103,744) | (34,522) | - | (1,081,467) | (1,042,573) | (38,894) | (168,046) | (257,415) | Property, plant and equipment | (224,175) | (322,012) | 93,612 | 25,378 | 11,375 | | Intangible assets | (14,198) | (27,561) | 13,363 | 6,096 | 4,483 | | Property, plant and equipment - Material & spare parts - Intangible assets | | (5,381,990) | (6,228,344) | 846,354 | 1,064,535 | (1,101,428) | Deferred tax income | | (2,633,929) | (2,867,158) | 233,229 | 947,039 | (2,499,963) | Tax loss carry-forward | 32,217 | - | 32,217 | - | 2,401,868 | 2,251,545 | 150,323 | 295,767 | 1,856,050 | Deferred income tax income (expense) | | 420,351 | (340,492) | (236,997) | | Tax inflation adjustment - Asset | | 186,962 | 611,466 | (424,504) | 611,466 | - | Tax inflation adjustment - Liability | | (2,212,793) | (1,116,772) | (1,096,021) | (1,116,772) | - | Deferred income tax (expense) income | | | (310,603) | 1,625,259 | (2,266,568) | Deferred income tax liabilities, net | (697,462) | (1,136,481) | | (8,901,520) | (8,590,917) | |
As of December 31, 2017,2020, the Group holds deferred assets from tax loss carry-forward in its subsidiaries CP Renovables, CP La Castellana and CP Achiras for 32,2172,401,868 that can be utilized against future taxable profit from such entities until 2022.as described below: | | | | | | | | | | | | | | | | | | | | | | | | CP Achiras S.A.U. | 146 | 9,932 | 280,241 | 148,430 | 42,753 | 481,502 | CP La Castellana S.A.U. | 313 | 22,742 | 576,312 | 261,217 | 15,029 | 875,613 | CPR Energy Solutions S.A.U. | - | 4 | 1,153 | 61,618 | 9,707 | 72,482 | CP Manque S.A.U. | - | - | - | 69,620 | 177,671 | 247,291 | CP Los Olivos S.A.U. | - | - | - | 3,220 | 39,564 | 42,784 | Vientos La Genoveva I S.A.U. | - | - | 1,734 | 45,201 | 390,850 | 437,785 | Vientos La Genoveva II S.A.U. | - | - | 49,888 | 156,775 | 53 | 206,716 | CP Renovables S.A. | - | - | - | - | 34,942 | 34,942 | Proener S.A.U. | 14 | 24 | 57 | 120 | 2,538 | 2,753 | | 473 | 32,702 | 909,385 | 746,201 | 713,107 | 2,401,868 |
Reflected in the statements of financial position as follows:
| Consolidated statements of financial position | | | | | | | Deferred income tax assets | | | | | | Continuing operations | 107,544 | 105,773 | Discontinued operations | 41,023 | - | | | | Deferred income tax liabilities | | | | | | Continuing operations | (811,288) | (1,242,254) | Discontinued operations | (34,741) | - | | (697,462) | (1,136,481) |
Reconciliation of deferred income tax liabilities net
| | | | | | Amount at beginning of year | (1,136,481) | (770,737) | Deferred income tax recognized in profit or loss and in other comprehensive income during the year - continuing operations | 420,351 | (335,850) | Discontinued operations | (467) | - | Reclassification related to current income tax for the prior year | 19,135 | (29,894) | Amount at end of year | (697,462) | (1,136,481) |
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 year. So as to calculate the weighted averageyear, net number of ordinary shares, the following was taking into account:
a)
common shares granted for payment of dividends that are outstanding since January 1, 2015 and;
b)
the capital stock reduction due to the merger mentioned in note 1.1 took place on January 1, 2015.
treasury shares. 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: | | | | | | | | | | | | | Income attributable to equity holders of the parent | | | Continuing operations | 3,022,754 | 1,330,869 | 1,210,139 | 6,891,921 | 11,992,373 | 36,112,609 | Discontinued operations | 485,041 | 437,974 | 131,859 | - | 578,393 | | 3,507,795 | 1,768,843 | 1,341,998 | 6,891,921 | 11,992,373 | 36,691,002 | | | | Weighted average number of ordinary shares | 1,505,695,134 | 1,505,170,408 |
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. To calculate the earnings per share for discontinued operations (note 21), the weighted average number of shares for both the basic and diluted earnings per share is as per the table above. The following provides the income amount used:
| | | | | | | | Income attributable to equity holders of the parent from discontinued operations | 485,041 | 437,974 | 131,859 |
| | | | | | | | | | | Non-current: | | | Materials and spare parts | 102,384 | 61,711 | 824,700 | 364,605 | Provision for impairment in value | (54,181) | (30,881) | | Provision for obsolete inventory | | (166,579) | (168,330) | | 48,203 | 30,830 | 658,121 | 196,275 | Current: | | | Materials and spare parts | 101,016 | 128,691 | 783,889 | 882,658 | Fuel oil | 7,461 | 7,461 | 10,157 | Diesel oil | 1,813 | 12,876 | 2,437 | | 110,290 | 137,965 | 804,226 | 895,252 |
12. Property, plant and equipment | | | Electric power facilities | | | Construction in progress (1) | | | | | Electric power facilities | | | | | | | | | | | | 01-01-2016 | 158,939 | 3,878,409 | 299,285 | - | 211,222 | 4,547,855 | | | 206,152 | 468,519 | 384,129 | - | 11,401 | 1,070,201 | | | - | (22,375) | - | (3,175) | (25,550) | | 12-31-2016 | 365,091 | 4,324,553 | 683,414 | - | 219,448 | 5,592,506 | | 01-01-2019 | | 5,741,439 | 47,508,461 | 7,371,556 | 11,124,709 | 10,723,987 | 3,245,401 | 85,715,553 | | 2,400 | 168,791 | 883,772 | 2,482,528 | 21,234 | 3,558,725 | 1,440,902 | 11,539,267 | - | 24,117,611 | 85,152 | 37,182,932 | | (1,568) | (309,796) | 1,246,266 | 257,643 | (25,749) | 1,166,796 | 1,412,519 | 825,047 | 6,074,115 | (4,531,111) | (3,826,867)(3) | 90 | (46,207) | | - | (1,104) | - | (3,246) | | 365,923 | 4,183,548 | 2,813,452 | 2,740,171 | 213,829 | 10,316,923 | | 12-31-2019 | | 8,594,860 | 59,872,775 | 13,445,671 | 6,593,598 | 31,014,731 | 3,327,397 | 122,849,032 | Additions | | 5,165 | 104,185 | - | 11,223,599 | 119,375 | 11,452,324 | Transfers | | 1,207,819 | 9,950,779 | 9,782,105 | (4,067,667) | (21,527,659) | 532,835 | (4,121,788)(2) | Disposals | | - | (1,548) | 12-31-2020 | | 9,807,844 | 69,927,739 | 23,227,776 | 2,525,931 | 20,710,671 | 3,978,059 | 130,178,020 |
| | Electric power facilities | | | | | | | | | | | | | | | | | | | | 39,356 | 2,394,358 | - | - | 145,993 | 2,579,707 | Depreciation for the year
| 2,180 | 188,833 | - | - | 10,852 | 201,865 | | - | - | - | - | (605) | (605) | | 41,536 | 2,583,191 | - | - | 156,240 | 2,780,967 | Depreciation for the year
| 2,162 | 264,069 | - | - | 12,448 | 278,679 | | (1,506) | (167,895) | - | - | (4,505) | (173,906) | | - | - | - | - | (545) | (545) | | 42,192 | 2,679,365 | - | - | 163,638 | 2,885,195 | | | | | | | | | | | | | | | | 323,731 | 1,504,183 | 2,813,452 | 2,740,171 | 50,191 | 7,431,728 | | 323,555 | 1,741,362 | 683,414 | - | 63,208 | 2,811,539 |
| | Electric power facilities | | | | | | | | | | | | | | Depreciation and impairment | | | | | | | | | | | | | | | | 01-01-2019 | 1,027,859 | 34,434,565 | 163,359 | - | - | 2,827,456 | 38,453,239 | Depreciation for the year | 170,841 | 2,010,313 | 446,348 | - | - | 54,082 | 2,681,584 | Disposals and impairment | - | 1,318,269 | - | 1,695,826 | 1,516,091 | (3,243) | 4,526,943 | 12-31-2019 | 1,198,700 | 37,763,147 | 609,707 | 1,695,826 | 1,516,091 | 2,878,295 | 45,661,766 | | | | | | | | | Depreciation for the year | 223,697 | 2,384,377 | 907,830 | - | - | 104,770 | 3,620,674 | Disposals and impairment | 32,540 | 1,012,242 | - | 1,500,186 | 858,243 | 13,890 | 3,417,101 | Transfers | - | - | - | (1,708,216) | - | - | (1,708,216)(4) | 12-31-2020 | 1,454,937 | 41,159,766 | 1,517,537 | 1,487,796 | 2,374,334 | 2,996,955 | 50,991,325 | | | | | | | | | Net book value: | | | | | | | | 12-31-2020 | 8,352,907 | 28,767,973 | 21,710,239 | 1,038,135 | 18,336,337 | 981,104 | 79,186,695 | 12-31-2019 | 7,396,160 | 22,109,628 | 12,835,964 | 4,897,772 | 29,498,640 | 449,102 | 77,187,266 |
(1) AsThe Group has capitalized borrowing costs for a total amount of 303,299, 231,235 and 289,145 during the years ended December 31, 2017, the Company acquired2020, 2019 and 2018, respectively.
(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 one of which will beto construction in progress because the gas turbines were used for new generation capacity in the co-generation project called “Terminal 6 San Lorenzo” while the other turbines can be used, and (46,207) transferred to intangible assets related to transmissions lines and electrical substations that were transferred to electric energy transport companies. (4) Transferred to item "property, plant and equipment available for other projects, in future bidding processes that may be called by the Argentine government.sale" (see Note 22.5).
| | | | Cost | | | | 12-31-2016
| 724,883 | 98,222 | 823,105 | 12-31-2017 | 724,883 | 98,222 | 823,105 | | | | | Amortization | | | | | | | | 01-01-2016 | 475,970 | 70,444 | 546,414 | Amortization of the year | 31,114 | 9,047 | 40,161 | 12-31-2016 | 507,084 | 79,491 | 586,575 | Amortization for the year | 31,114 | 17,583 | 48,697 | 12-31-2017 | 538,198 | 97,074 | 635,272 | | | | | Net book value | | | | 12-31-2017 | | | | 12-31-2016 | 186,685 | 1,148 | 187,833 | | 217,799 | 18,731 | 236,530 |
| | Transmission lines and electrical substations for wind farms | Turbogas and turbosteam supply agreements for thermal station Brigadier López | | | | | | | Cost | | | | | | | | | | 01-01-2019 | 16,554,782 | 1,248,823 | - | 17,803,605 | Additions | - | - | 8,296,920 | 8,296,920 | Transfers | - | 46,207(1) | - | 46,207 | 12-31-2019 | 16,554,782 | 1,295,030 | 8,296,920 | 26,146,732 | Transfers | - | 54,121(1) | - | 54,121 | 12-31-2020 | 16,554,782 | 1,349,151 | 8,296,920 | 26,200,853 | | | | | | Amortization and impairment | | | | | | | | | | 01-01-2019 | 13,103,637 | 42,086 | - | 13,145,723 | Amortization for the year | 690,229 | 63,538 | 1,157,707 | 1,911,474 | Impairment | - | - | 1,466,047 | 1,466,047 | 12-31-2019 | 13,793,866 | 105,624 | 2,623,754 | 16,523,244 | Amortization for the year | 690,229 | 66,977 | 1,577,093 | 2,334,299 | Impairment | - | - | 599,204 | 599,204 | 12-31-2020 | 14,484,095 | 172,601 | 4,800,051 | 19,456,747 | | | | | | Net book value | | | | | | | | | | 12-31-2019 | 2,760,916 | 1,189,406 | 5,673,166 | 9,623,488 | 12-31-2020 | 2,070,687 | 1,176,550 | 3,496,869 | 6,744,106 |
(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 ourthe Company´s concession right of Piedra del Águila hydroelectric power plant met both conditions above. 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; 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, 2017, 20162020, 2019 and 2015,2018, the fees and royalties amounted 127,270, 46,518367,787, 329,714 and 84,197,312,291, respectively and they were shown in operating expenses in the consolidated statement of income. Contractual capital investment obligations and obligations relating to maintenance expenditure on infrastructure under concession are nominal.not significant.
F-43 Transmission lines of wind farms Achiras and La CastellanaThe 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. CENTRAL PUERTO S.A.
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 | | | | | | | | Non-current: | | | Trade receivables - CAMMESA | 2,591,913 | 3,544,354 | 29,218,290 | 33,012,869 | Upfront payments of associates acquisition | 43 | | Receivables from associates | 10,257 | 8,732 | | Receivables from shareholders | | 181,718 | - | Guarantee deposits | | 43 | 58 | | 2,602,213 | 3,553,129 | 29,400,051 | 33,012,927 |
| | | Current: | | | Trade receivables - CAMMESA | 3,625,863 | 1,807,721 | Trade receivables - YPF SA | 136,696 | 309,837 | Recovery of insurance | 21,292 | 16,646 | Trade receivables - Large users | 41,414 | 25,384 | Receivables from associates | 7,267 | 5,487 | Receivables from other related parties | - | 11 | Other receivables | 56,284 | 52,200 | | 3,888,816 | 2,217,286 | Allowance for doubtful accounts - note 14.1.1. | (1,751) | (1,751) | | 3,887,065 | 2,215,535 |
| | | | | | | | | Current: | | | Trade receivables - CAMMESA | 14,022,779 | 18,784,168 | Trade receivables - YPF SA and YPF Energía Eléctrica SA | 264,649 | 430,468 | Trade receivables - Large users | 1,172,671 | 543,647 | Receivables from associates and other related parties | 48 | 1,111 | Other receivables | 3,288,809 | 1,551,366 | | 18,748,956 | 21,310,760 | | | | Allowance for doubtful accounts - Note 14.1.1. | (13,867) | (17,083) | | 18,735,089 | 21,293,677 |
For the terms and conditions of receivables from related parties, refer to noteNote 19. 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: Receivables for FONINVEMEN I and II: The Company accrues interests according to the explicit rate agreed in the corresponding agreements for the passage of time.
CVO receivables: The Company will accrue interest when it becomes probable thataccrues interests since the Commercial Approval date and according to the rate agreed in the CVO power plant construction would be completed and the plant could operateagreement, as a combined-cycle plant. LVFVD (Sales Liquidations with Maturity Dates to be Defined):The Company recognizes interest on the LVFVDs when CAMMESA determines the amount of interest and notifies the Company through a billing document.described in Note 1.2.a).
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: As described in note 1 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. The receivables under FONINVEMEM I and II Agreements are included under “Trade receivables - CAMMESA”. Such receivables are being collected in 120 equal, consecutive monthly installments beginning in February and January 2010, when Thermal Jose de San Martin and Thermal Manuel Belgrano plants, commenced operations, respectively. Since the commissioning of the power plants in 2010,those dates, CAMMESA has made all payments of principal and interest in accordance with the above-mentioned contractual agreements. During the years ended December 31, 20172020, 2019 and 20162018 collections of these receivables amounted to 350,577335,306, 1,533,109 and 307,211, respectively. The FONINVEMEM I and II receivables are denominated in US dollars and accrue interest at LIBOR plus 1% and 2%,1,369,808, respectively.
As of December 31, 2017mentioned in Note 1.2.a), during January and 2016February 2020 we collected the FONINVEMEN Ilast installments from the total 120 installments that were established by TMB and II receivables amounted 816,653 and 1,019,991, respectively, which corresponds to USD 44 million and USD 64 million,TSM agreements, respectively. 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”. Collection of such receivables will begin after the thermal plan Central Vuelta de Obligado is commissioned. As described in note 1 in 2010 the Company approved a new agreement with the former Secretariat of Energy (the “CVO agreement”). This agreement established, among other agreements, a framework to determine a mechanism to settle unpaid trade receivables as per Resolution 406 accrued over the 2008-2011 period by the generators (CVO receivables) and for that purpose enabling the construction of a thermal combined cycle plant named Central Vuelta de Obligado.
As of December 31, 2017 and 2016 CVO receivables amounted 1,291,384 and are denominated in Argentine Pesos.
We have not recognized interests as well as the effect of the conversion of these receivables into US dollars due to uncertainties in the application of the agreement terms by CAMMESA because the agreement included conditions precedent to complete the thermal combined cycle plant and obtain the related regulatory approvals, which have not occurred as of December 31, 2017.
Subsequent event
Effective as of March 20, 2018, CAMMESA approved the commercial operations in the WEM as a combined cycle of the thermal plant Central Vuelta de Obligado (the “Commercial Approval”).
As a consequence of the Commercial Approval and pursuant toin accordance with the CVO agreement, we are entitled to collectthe Company collects the CVO receivables converted in US dollars in 120 monthly, equal and consecutive installments, starting frominstallments. The onetime estimated income (before income tax) in relation to the Commercial Approval. We estimate thatincrease in value due to the resulting one-time gainnovation of CVO receivables to US dollars as of March 20, 2018 (due to the combined effect of exchange rate variation and the application of LIBOR rate plus a 5% margin) reaches approximately 23,072,749 and it was recognized in the consolidated income statement for the recognition of the interests as well as the effect of the conversion of the year ended December 31, 2018 under “CVO receivables update”. CVO receivables into US dollars, before income tax, would be approximately 8,900,000are expressed in USD and it will be recorded inthey accrue LIBOR interest at a 5% rate. During the 2018 first quarter results.years ended December 31, 2020 and 2019, collections of CVO receivables amounted to 6,298,451 and 11,498,992, respectively.
The information on the Group’s objectives and credit risk management policies is included in noteNote 20. The breakdown by due date of trade and other receivables due as of the related dates is as follows: | | | | | | | | | | | | | | | | | | | | 12-31-2017 | 6,489,278 | 6,448,858 | 35,045 | - | 1,877 | - | 3,498 | 12-31-2016 | 5,768,664 | 5,043,085 | 725,579 | - | - | - | - |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 12-31-2020 | 48,149,007 | 45,113,817 | 3,008,214 | 2,343 | 12,653 | 27 | 11,953 |
14.1.1. Allowance for doubtful accounts | | | | | Item | | | | | | | | | | | | | Allowance for doubtful accounts - Trade and other receivables | 1,751 | - | 1,751 | 17,083 | 11,566 | (5,674)(1) | (9,108) | 13,867 | 17,083 | Total | 1,751 | - | 1,751 | | Total 12-31-2020 | | 17,083 | 11,566 | (5,674) | (9,108) | 13,867 | | Total 12-31-2019 | | 7,755 | 12,229 | (2,901)(1) | - | | 17,083 |
(1) Income (loss) on net monetary position. 14.2. Trade and other payables | | | | | | Current: | | | Trade payables | 1,006,191 | 652,349 | Insurance payable | 1,936 | 685 | Payables to associates | 9,179 | 2,564 | | 1,017,306 | 655,598 |
| | | | | | Current: | | | Trade and other payables | 2,398,457 | 7,572,934 | Insurance payable | 118,828 | 431,375 | Payables to associates and other related parties | 28,207 | 27,220 | | 2,545,492 | 8,031,529 |
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 note 18.Note 20. For the terms and conditions of payables to related parties, refer to noteNote 19. 14.3. Other loansLoans and borrowings
| | | | | | Non-current | | | | | | Borrowings from Banco de Galicia y Buenos Aires S.A. | 1,478,729
| -
|
| | | | | | Current | | | | | | Short term bank loans | 233 | 294,692 | Borrowings from Banco de Galicia y Buenos Aires S.A. | 505,371 | 998,486 | | 505,604 | 1,293,178 |
14.3.1.
Loans from Banco de Galicia y Buenos Aires S.A. to CP La Castellana and CP Achiras S.A.U.
On October 26, 2017 and October 30, 2017, CP La Castellana and CP Achiras S.A.U. (“CP Achiras”) entered into loans with Banco de Galicia y Buenos Aires S.A. in the amount of 330,000 and 175,000, respectively (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 on the dates that are two years from the execution and disbursement. The proceeds from these loans were 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.
Loans for wind turbines acquisition
On November 10, 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 USD 35.0 million and USD 18.0 million, respectively.
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. in the amount of USD 9.0 million and USD 5.8 million, respectively.
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 USD 6.5 million and USD 3.2 million, respectively.
These loans accrued interest at an annual interest rate of 3.6% and mature on April 9, 2018.
As of December 31, 2017, CP La Castellana entered into the loans described in note 14.3.2, which in their Framework Agreement consider long-term refunding of the loans agreed between this Company and Banco de Galicia y Buenos Aires S.A. Consequently, as of December 31, 2017 such loans were classified as non-current liabilities since the Group could refund them in a period longer than one year from such date.
Subsequent events
On January 9, 2018 CP La Castellana paid in full the three-short-term bridge loans mentioned above for an aggregate amount of USD 50.5 million with the proceeds of the ICC - IFC Facility, described below. | | | | | | Non-current | | | | | | Long-term loans for project financing (Notes 14.3.1, 14.3.2, 14.3.3, 14.3.4, 14.3.5, 14.3.6 and 14.3.8) | 26,955,655 | 41,371,875 | Corporate bonds (Note 14.3.9) | 2,946,996 | - | Derivative financial liabilities not designated as hedging instrument - Interest rate swap | 942,216 | 405,964 | | 30,844,867 | 41,777,839 |
On January 15, 2018 CP Achiras entered into a short-term bridge loan with Banco de Galicia y Buenos Aires in the amount of USD 7 million for the acquisition of wind turbines. This loan accrues interest at an annual interest rate of 3.1% and matures on March 18, 2018.
On April 9 and 10, 2018 CP Achiras paid in full the four short-term bridge loans mentioned above for an aggregate amount of USD 34 million with the proceeds of the ICC - IFC Facility, described below.
| | | | | | Current | | | | | | Long-term loans for project financing (Notes 14.3.1,14.3.2, 14.3.3, 14.3.4, 14.3.5, 14.3.6 and 14.3.8) | 17,676,024 | 8,906,268 | Corporate bonds (Note 14.3.9) | 1,126,579 | - | Derivative financial liabilities not designated as hedging instrument - Stock options | 288,975 | - | Short-term loans - Banco Macro S.A. (Note 14.3.7) | - | 1,521,951 | Bank and investment accounts overdrafts | 1,032,883 | 498,278 | | 20,124,461 | 10,926,497 |
14.3.2.14.3.1.
Loans from the IIC-IFC Facility On October 20, 2017 and January 17, 2018, CP La Castellana S.A.U. entered intoand CP Achiras S.A.U. (both of which are subsidiaries of CPR), respectively, agreed on the structuring of 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 agentseries of the Inter-American Development Bank,loan agreements in its capacity as administratorfavor 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 USD 100.05 million (the “IIC-IFC Facility”), from which USD 5.0 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 fully, unconditionally and irrevocably guarantee, as primary obligor, all payment obligations assumed and/or to be assumed by CP La Castellana S.A.U. until the project reaches the commercial operation date (the “Guarantee and Sponsor Support Agreement”), 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. Pursuant to the Guarantee and Sponsor Support Agreement, among other customary covenants for this type of facilities, we committed, until the La Castellana project completion date, which is expected to occur in the first quarter of 2019, 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, CPR, 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 the 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 tenthpercent (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 the CP La Castellana.
Subsequent events
On January 9, 2018 CP La Castellana received the first disbursement from the IIC-IFC FacilityAchiras S.A.U., for a total amount of USD 80 million.
On January 17, 2018 CP Achiras entered into an agreement with100,050,000 and USD 50,700,000, respectively, with: (i) International Finance Corporation (“IFC”)(IFC) on its own behalf, as Eligible Hedge Provider and as an implementation entity of the Intercreditor Agreement Managed Program; (ii) Inter-American Investment Corporation (“IIC”), as lender on its behalf, acting as agent for the Inter-American Development Bank (“IDB”) and on behalf of IDB as administrator of the Canadian Climate Fund for the Private Sector in the Americas (“C2F”, and together with IIC and IDB, “Group IDB”, and together with IFC, “Senior Lenders”Creditors”). They agreed on
As of the structuringdate of a seriesthese financial statements, the loans disbursements have been fully received by the Group. In accordance with the terms of loan agreements in favor ofthe agreement subscribed by CP Achiras for a total capital of up toLa Castellana, USD 50.7 million; USD 40.75 million of that amount accrue an interest rate equal to LIBOR plus 5.25%3.5%, and the rest at LIBOR plus 4%, amortized5.25% and the loan is amortizable quarterly in 52 equal and consecutive installments as from February 15, 2019. 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 installments. Several otherin 52 equal and consecutive installments as from May 15, 2019. Other related agreements and related documents, such as the guaranteeGuarantee and sponsor support agreement, where we will fully,Sponsor Support Agreement (the “Guarantee Agreement” by which CPSA completely, unconditionally and irrevocably guarantee,guarantees, as primary obligor,the main debtor, all payment obligations assumed and/or to be assumedundertaken by CP La Castellana and CP Achiras until the project reachesprojects reach the commercial operation date,operations date) hedging agreements, guarantee trust agreements, a share pledge agreement,trusts, a mortgage, an asset pledge agreement over theguarantee agreements on shares, guarantee agreements on wind turbines, direct agreements and promissory notes have been executed. signed. Pursuant to these agreements,the Guarantee and Sponsor Support Agreement, among other customary covenants for this type of facilities, we committed, until each project completion date, to the same covenantsmaintain (i) a leverage ratio of (a) until (and including) December 31, 2018, not more than for the IIC – IFC Facility entered by4.00:1.00; 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, CPR, and we, upon certain conditions, agreed to make certain equity contributions to CP La Castellana asand CP Achiras. As of December 31, 2020, the Group has met the requirements described in (i) and (ii) above. On April 9We also agreed to maintain, unless otherwise consented to in writing by each senior lender, ownership and 10, 2018control of the CP La Castellana and CP Achiras receivedas follows: (i) until each project completion date, (a) we shall maintain (x) directly or indirectly, at least seventy percent (70%) beneficial ownership of CP La Castellana and CP Achiras; and (y) control of the CP La Castellana and CP Achiras; and (b) CP Renovables shall maintain (x) directly, ninety-five percent (95%) beneficial ownership of CP La Castellana and CP Achiras; and (y) control of CP La Castellana and CP Achiras. In addition, (ii) after each 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, 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 disbursementsgas turbines, equipment and related services relating to the Luján de Cuyo project described in Note 22.7. 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 IIC-IFC Facilityday falling six months after the commissioning of the gas turbines and equipment. 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 50.755.2 million.
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. OthersLoan from Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC.
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.
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 30, 2016,21, 2019, Vientos La Genoveva S.A.U., a CPSA subsidiary, entered into a loan agreement with IFC on its own behalf, as Eligible Hedge Provider and as an implementation entity of the Company prepaid in cash allManaged Co-Lending Portfolio Program (MCPP) administered by IFC, for an amount of its outstanding 9% Corporate bonds - Class I 2007 for USD 51.6 million at a redemption value equivalent76.1 million. Pursuant to the nominal valueterms of outstanding securitiesthe agreement subscribed with Vientos La Genoveva S.A.U., this loan accrues an interest rate equal to LIBOR plus accrued6.50% and unpaid interest. The original dueit is amortizable quarterly in 55 installments as from November 15, 2020. 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 such corporate bonds wasnot more than 3.5:1.00; and (ii) an interest coverage ratio of not less than 2.00:1.00. In addition, CPSA, upon certain conditions, agreed to make certain equity contributions to Vientos La Genoveva S.A.U. As of December 31, 2020, the Group has met the requirements described in July 2017.(i) and (ii) above. 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. CENTRAL PUERTOLoan from Banco de Galicia y Buenos Aires S.A. to CPR Energy Solutions S.A.U.
On May 31 and June 30, 2016, the Company24, 2019, CPR Energy Solutions S.A.U. (subsidiary of CPR) entered into two financial loansa loan agreement with Banco de Galicia y Buenos Aires S.A. for an amount of USD 50.312.5 million and USD 11 million, respectively. The loans accrued interest atto fund the construction of the wind farm “La Castellana II”. According to the executed agreement, this loan accrues a nominal annualfixed interest rate equal to 8.5% during the first year and it is amortizable quarterly in 25 installments as from May 24, 2020. 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 4.3%the guaranteed obligations or until the project reaches the commercial operation date, what it happens first) -, guarantee agreements on shares, guarantee agreements on wind turbines, promissory notes and should be repaid one year fromother agreements have been executed.
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 disbursement. Consequently, both loanscompletion of the project. In addition, CPSA, under certain conditions, agreed to make capital contributions, directly or indirectly, to subsidiary CPR Energy Solutions 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 CPR Energy Solutions S.A.U. As at December 31, 2020, the Company has complied with such obligations. On May 24, 2019 the loan funds were paid in full in May 2017, while latter one in June 2017.fully disbursed. As at December 31, 2020 and 2019, the balance of this loan amounts to 913,973 and 1,011,289, respectively. 14.3.4.14.3.6.
Medium Term NoteLoan from Banco Galicia y Buenos Aires S.A. to subsidiary Vientos La Genoveva II S.A.U.
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.
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 The Regular GeneralOn July 31, 2020, the Special Shareholders’ Meeting held on November 20, 2014,of the Company approved the creation of a Medium Term Note Programnew global issuance program of corporate bonds for a maximum amount outstanding at any time of up to USD 1,000,000,000500,000,000 (or its equivalent in other currencies) tocurrency), which shall be issued inat short, medium, long-term negotiable obligationsmid or long term, simple, not convertible into shares, inunder the terms of the Law No. 23.576 (negotiable obligations law) (“The program”Corporate Bonds Act (the “Program”). In addition,Moreover, the Board of Directors was empoweredgranted the powers to determine and establish the conditions of the Program and of the notescorporate bonds to be issued under such Program which wereit provided they had not been expressly determined byat the Shareholders’ Meeting. TheOn October 29, 2020, CNV authorizedapproved the Programcreation of such program, which shall expire on September 9, 2015.October 29, 2025, in accordance with the
regulations in force. The information on the Group’s objectives and financial risk management policies is included in noteNote 20. 14.4. Borrowings from CAMMESA
| | | | | | Non-current: | | | CAMMESA loans | 1,055,558 | 1,284,783 | Current: | | | CAMMESA loans | 970,980 | 420,672 | CAMMESA prepayments | 782,058 | 627,050 | | 1,753,038 | 1,047,722 |
On October 23, 2002, former Secretariat of Energy issued Resolution No. 146/2002 (“Resolution 146”), which specifies a funding mechanism for the generators based upon the performance of major maintenance to their existing facilities.
The major maintenance programs were previously approved by former secretariat of energy.
Under Resolution 146, the Group entered into several loan agreements with CAMMESA.
Such loans accrue interest at a rate equivalent to the one received by CAMMESA on its own cash investments and shall be repaid in 48 monthly installments beginning on the completion date of the relevant major maintenance. The Group has the option to repay the loans, through cash or net settlement of receivables from CAMMESA related with remuneration for non-recurring maintenance created by Resolution 529. In connection with this financing the Company provided CAMMESA a guaranty representing for the non-recurring maintenance receivables in order to fulfil its obligations.
The table below summarizes the maturity of the Group’s borrowings from CAMMESA:
| | | | | | | | | | | | | | 2,808,596 | 1,753,038 | 535,673 | 295,369 | 221,504 | 3,012 |
During the years ended December 31, 2017, 2016 and 2015, the Group received loans from CAMMESA amounting to 403,427, 784,245 and 317,995, respectively.
During the year ended December 31, 2015, the Group received prepayments from CAMMESA amounting to 415,911 for purchasing from General Electric a gas turbine with capacity of 373MW. The mentioned acquisition was previously approved by CAMMESA.
These prepayments accrue interest at an equivalent rate to the one received by CAMMESA on its own cash investments and the repayment schedule has not yet been established as of the date of these consolidated financial statements.
The information on the Group’s objectives and financial risk management policies is included in note 20.
14.5.
Changes in liabilities arising from financing activities | | | | | | | | | | | | | | Non-current liabilities | | | | | | | Other loans and borrowings | - | - | - | 1,395,508 | 83,221 | 1,478,729 | Borrowings from CAMMESA | 1,284,783 | - | - | 403,427 | (632,652) | 1,055,558 | | | | | | | | Current liabilities | | | | | | | Other loans and borrowings | 1,293,178 | (1,349,934) | - | 476,386 | 85,974 | 505,604 | Borrowings from CAMMESA | 1,047,722 | - | (522,215) | - | 1,227,531 | 1,753,038 |
| | | | | | | | | | | | | | Non-current liabilities | | | | | | | Loans and borrowings | 41,777,839 | - | (20,783,892) | 2,851,984 | 6,998,936 | 30,844,867 | | | | | | | | Current liabilities | | | | | | | Loans and borrowings | 10,926,497 | (6,299,174) | (9,309,363) | 1,216,655 | 23,589,846 | 20,124,461 |
| | | | | | | | | | | | | | Non-current liabilities | | | | | | | Loans and borrowings | 10,898,713 | - | (11,783,404) | 25,894,340 | 16,768,190 | 41,777,839 | Borrowings from CAMMESA | 2,103,297 | - | (736,032) | - | (1,367,265) | - | | | | | | | | Current liabilities | | | | | | | Other loans and borrowings | 1,408,757 | (1,326,566) | (4,378,349) | 6,617,578 | 8,605,077 | 10,926,497 | Borrowings from CAMMESA | 3,796,747 | - | (7,023,304) | - | 3,226,557 | - |
The “Non-cash transactions” column includesincludes: i) the effect to cancel borrowings from CAMMESA under Resolution 146 with trade receivables from CAMMESA related with remuneration from non-recurring maintenance.maintenance and ii) the income (loss) for exposure to change in purchasing power of currency (Income (loss) on net monetary position), which amounted to 30,093,255 and 16,161,753 as of December 31, 2020 and 2019, respectively. The “Other” column includes the effect of reclassification of non-current portion to current due to the passage of time, the foreign exchange movement and the effect of accrued but not yet paid interest. The groupGroup classifies interest paid as cash flows from financing activities. 14.6.14.5.
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. | | | | | | | | | | | | | | | | | Financial assets | | | Trade and other receivables | 6,489,278 | 5,768,664 | 6,489,278 | 5,768,664 | 48,135,140 | 54,306,604 | 48,135,140 | 54,306,604 | Other financial assets | 1,110,728 | 1,796,756 | 1,110,728 | 1,796,756 | 14,076,309 | 10,481,099 | 14,076,309 | 10,481,099 | Cash and cash equivalents | 88,633 | 30,008 | 88,633 | 30,008 | 278,698 | 2,033,761 | 278,698 | 2,033,761 | Total | 7,688,639 | 7,595,428 | 7,688,639 | 7,595,428 | 62,490,147 | 66,821,464 | 62,490,147 | 66,821,464 |
| | | | | | | | | | | | | Financial liabilities | | | | | Other loans and borrowings | 1,984,333 | 1,293,178 | 1,984,333 | 1,293,178 | Borrowings from CAMMESA | 2,808,596 | 2,332,505 | 2,808,596 | 2,332,505 | Total | 4,792,929 | 3,625,683 | 4,792,929 | 3,625,683 |
| | | | | | | | | | | | | Financial liabilities | | | | | Loans and borrowings | 50,969,328 | 52,704,336 | 50,969,328 | 52,704,336 | Total | 50,969,328 | 52,704,336 | 50,969,328 | 52,704,336 |
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. The fair value of the group’s variable interest-rate borrowings and loans is determined by using the discounted cash flow method using discount rate that reflects the issuers borrowing rate as at the end of the year. Generally, the fair value of variable interest rate approximates their carrying amount.
Fair value hierarchy The following tables provides, by level within the fair value measurement hierarchy, as described in noteNote 2.2.2, the Company’s financial assets, that were measured at fair value on recurring basis as of December 31, 2017,2020 and 2016:2019: | Fair value measurement using: | Fair value measurement using: | | | | | | | 12-31-2020 | | | | | | | | | Assets measured at fair value | | | | | | Financial assets at fair value through profit or loss: | | | Financial assets at fair value through profit or loss | | | Mutual funds | 556,138 | - | 789,291 | - | Argentine Central Bank bills | 404,570 | - | | Public debt securities | | 12,146,740 | - | Stocks and corporate bonds | | 1,140,278 | - | Total financial assets measured at fair value | | 14,076,309 | - | | | | Available-for-sale financial assets: | | | Mutual funds | 150,020 | - | | Total financial assets measured at fair value | 1,110,728 | - | | Liabilities measured at fair value | | | | | | Derivative financial liabilities not designated as hedging instruments | | | Interest rate swap | | 942,216 | - | 942,216 | - | Stock options | | 288,975 | - | Total financial liabilities measured at fair value | | 1,231,191 | 288,975 | 942,216 | - |
| Fair value measurement using: | Fair value measurement using: | | | | | | | 12-31-2019 | | | | | | | | | Assets measured at fair value | | | | | | Financial assets at fair value through profit or loss: | | | Financial assets at fair value through profit or loss | | | Mutual funds | 104,177 | - | 5,766,320 | - | Corporate bonds | 1,854 | - | | Available-for-sale financial assets: | | | Mutual funds | 1,690,725 | - | | Public debt securities | | 4,714,779 | - | Total financial assets measured at fair value | 1,796,756 | - | 10,481,099 | - | | | | Liabilities measured at fair value | | | | | | Derivative financial liabilities not designated as hedging instruments | | | Interest rate swap | | 405,964 | - | 405,964 | - | Total financial liabilities measured at fair value | | 405,964 | - | 405,964 | - |
There were no transfers between Level 1 hierarchies and there were not significant variations in Level 3 assets values. 14.7.
Derivative financial instruments
The gain on foreign currency forward contracts for the years ended December 31, 2016 and 2015 amounts to 157,827 and 410,794, respectively, and is disclosed net in financial expenses as net foreign exchange differences. Moreover, the amounts of 380,348 and 188,273 have been received as cash settlement of these contracts during the years ended December 31, 2016 and 2015, respectively.
The information on the Group’s objectives and financial risk management policies is included in noteNote 20. 14.8.14.6.
Other financial assets | | | | | | | | | Available-for-sale financial assets at fair value through other comprehensive income | | | | | | Mutual funds | 150,020 | 1,690,725 | | 150,020 | 1,690,725 | Financial assets through profit or loss | | | | | | Argentina Central Bank bills | 404,570 | - | Mutual funds | 556,138 | 104,177 | Corporate bonds | - | 1,854 | | 960,708 | 106,031 | | 1,110,728 | 1,796,756 |
| | | | | | | | | Financial assets at fair value through profit or loss | | | | | | Public debt securities | 12,146,740 | 4,714,779 | Mutual funds | 789,291 | 5,766,320 | Stocks and corporate bonds | 1,140,278 | - | | 14,076,309 | 10,481,099 |
The information on the objectives and financial risk management policies is included in noteNote 20. 14.9.14.7.
Financial assets and liabilities in foreign currency | | 12-31-2017 | | 12-31-2016 | | | Account | | Currency and amount(in thousands) | | Effective exchange rate (1) | | Bookvalue | | Currency and amount(in thousands) | | Bookvalue | Currency and amount (in thousands) | Effective exchange rate (1) | | Currency and amount (in thousands) | | | | | | | | | | NON-CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Trade and other receivables | | USD | 24,648 | | 18.5490 | | 457,193 | | USD | 44,490 | | 702,495 | USD | 347,214 | 84.15(2) | 29,218,050 | USD | 404,860 | 33,012,869 | | | | | | | | 457,193 | | | | | 702,495 | | | 29,218,050 | | | 33,012,869 | CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | USD | 4,313 | | 18.5490 | | 80,002 | | USD | 1,502 | | 23,717 | USD | 3,016 | 83.95 | 253,193 | USD | 29,834 | 2,424,379 | | | EUR | 1 | | 22.2829 | | 22 | | EUR | 2 | | 33 | EUR | 2 | 103.07 | 206 | EUR | 1 | 91 | Other financial assets | | USD | 32,679 | 83.95 | 2,743,403 | USD | 97,220 | 7,900,297 | | | | | | | | | | | | | | EUR | 2,211 | 103.07 | 227,896 | EUR | - | Trade and other receivables | | USD | 29,541 | | 18.5490 | | 547,954 | | USD | 41,410 | | 653,871 | USD | 67,034 | 84.15(2) | 5,640,913 | USD | 79,002 | 6,441,940 | | | | | | | | 627,978 | | | | | 677,621 | USD | 16,313 | 83.95 | 1,369,476 | USD | 8,837 | 718,116 | | | | | | | | 1,085,171 | | | | | 1,380,116 | | | 10,235,087 | | | 17,484,823 | | | | | 39,453,137 | | | 50,497,692 | NON-CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other loans and borrowings | | USD | 50,690 | | 18.6490 | | 945,326 | | USD | - | | - | | Loans and borrowings | | USD | 376,638 | 84.15 | 31,694,088 | USD | 532,441 | 43,412,362 | | | | | | | | 945,326 | | | | | - | | | 31,694,088 | | | 43,412,362 | CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other loans and borrowings | | USD | 27,099 | | 18.6490 | | 505,371 | | USD | 62,837 | | 998,486 | | Loans and borrowings | | USD | 215,618 | 84.15 | 18,144,255 | USD | 110,804 | 9,034,360 | Trade and other payables | | USD | 31,243 | | 18.6490 | | 582,651 | | USD | 14,087 | | 223,842 | USD | 19,192 | 84.15 | 1,615,007 | USD | 22,537 | 1,837,545 | | | EUR | 136 | | 22.4497 | | 3,053 | | EUR | 59 | | 989 | EUR | 121 | 103.53 | 12,527 | EUR | 291 | 26,633 | | | | | | | | 1,091,075 | | | | | 1,223,317 | | | 19,771,789 | | | 10,898,538 | | | | | | | | 2,036,401 | | | | | 1,223,317 | | | 51,465,877 | | | 54,310,900 |
USD: US dollar. EUR: Euro. (1) At the exchange rate prevailing as of December 31, 20172020 as per Banco de la Nación Argentina. (2) At the exchange rate according to Communication “A” 3500 (wholesale) prevailing as of December 31, 2020 as per the Argentine Central Bank. F-51
15. Non-financial assets and liabilities 15.1. Other non-financial assets | | | | | | | | | | | Non-current: | | | Tax credits | 8,213 | 1,811 | 286,323 | 758,751 | Income tax credits | | 193,282 | 173,499 | Prepayments to vendors | 4,508 | 4,472 | 4,511 | 6,011 | Upfront payments of property, plant and equipment purchases | - | 1,460,264 | | | 12,721 | 1,466,547 | 484,116 | 938,261 | | | | Current: | | | Upfront payments of inventories purchases | 41,596 | 46,205 | 118,366 | 289,778 | Prepayment expenses | 87,273 | 66,025 | | Prepayment insurance | | 116,652 | 593,985 | Tax credits | 335,487 | 17,840 | 629,240 | 393,832 | Other | 6,539 | 7,040 | 36,103 | 92,316 | | 470,895 | 137,110 | 900,361 | 1,369,911 |
15.2. Other non-financial liabilities | | | | | | | | | | | Non-current: | | | VAT payable | 448,712 | 613,363 | 5,077,447 | 5,672,279 | Tax on bank account transactions payable | 19,983 | 21,799 | 176,855 | 256,192 | | 468,695 | 635,162 | 5,254,302 | 5,928,471 | | | | Current: | | | VAT payable | 569,005 | 385,846 | 1,876,358 | 1,888,727 | Turnover tax payable | 6,335 | 8,982 | 53,845 | 79,961 | Income tax withholdings payable | 26,312 | 19,666 | 39,785 | 62,205 | Concession fees and royalties | 17,102 | 8,767 | 62,918 | 85,609 | Tax on bank account transactions payable | 39,557 | 41,096 | 215,982 | 184,592 | Other | 1,357 | 12,428 | 2,310 | 60,059 | | 659,668 | 476,785 | 2,251,198 | 2,361,153 |
15.3. Compensation and employee benefits liabilities | | | | | | | | | | | Non-current: | | | Employee long-term benefits | 113,097 | 87,705 | 314,612 | 312,142 |
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. | | | | | | | | Benefit plan expenses | | | Cost of interest | 20,857 | 22,859 | 22,996 | 17,754 | Cost of service for the current year | 6,338 | 4,039 | 99,697 | 47,641 | Past service cost | 3,286 | - | - | 37,719 | Expense recognized during the year | 30,481 | 26,898 | 122,693 | 103,114 | | | | Defined benefit obligation at beginning of year | 87,705 | 56,112 | 312,142 | 310,617 | Cost of interest | 20,857 | 22,859 | 88,216 | 38,641 | Cost of service for the current year | 6,338 | 4,039 | 20,347 | 14,400 | Past service cost | 3,286 | - | - | 37,719 | Actuarial losses recognized in other comprehensive income | 17,380 | 20,594 | | Actuarial (gains) losses | | (7,471) | 59,403 | Benefits paid | (17,444) | (15,899) | (15,759) | (40,149) | Discontinued operations | (5,025) | - | | Decrease due to gain on net monetary position | | (82,863) | (108,489) | Defined benefit obligation at end of year | 113,097 | 87,705 | 314,612 | 312,142 |
The main key assumptions used to determine the obligations as of year-end are as follows: Main key assumptions used | | | | | | | | Discount rate | 5.50% | 6.50% | 5,50% | | | | Increase in the real annual salary | 2.00% | 2,00% | | | | Turn over of participants | 0.73% | 0,73% |
A one percentage point change in the discount rate applied would have the following effect: | | | | | | Effect on the benefit obligation as of the 2017 year-end | (8,816) | 10,111 | Effect on the benefit obligation as of the 2016 year-end | (6,135) | 7,114 |
| | | | | | | | | Effect on the benefit obligation as of the 2020 year-end | (24,754) | 29,105 | Effect on the benefit obligation as of the 2019 year-end | (25,328) | 29,849 |
A one percentage point change in the annual salary assumed would have the following effect: | | | | | | Effect on the benefit obligation as of the 2017 year-end | 9,333 | (8,296) | Effect on the benefit obligation as of the 2016 year-end | 6,600 | (5,788) |
| | | | | | | | | Effect on the benefit obligation as of the 2020 year-end | 27,115 | (23,487) | Effect on the benefit obligation as of the 2019 year-end | 27,872 | (24,089) |
As of December 31, 2017,2020 and 2016,2019, the Group had no assets in connection with employee benefit plans. | | | | | | Current: | | | Vacation and statutory bonus | 119,196 | 88,647 | Contributions payable | 50,113 | 39,204 | Bonus accrual | 144,418 | 73,405 | Other | 9,351 | 4,667 | | 323,078 | 205,923 |
| | | | | | Current: | | | Vacation and statutory bonus | 413,302 | 330,042 | Contributions payable | 129,041 | 130,514 | Bonus accrual | 445,068 | 484,316 | Other | 31,508 | 6,355 | | 1,018,919 | 951,227 |
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: | | | | | | Cash at banks and on hand | 88,633 | 30,008 |
| | | | | | | | | Cash at banks and on hand | 278,698 | 2,033,761 |
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. DividendsEquity reserves and dividends
Pursuant to the Argentine Companies Act (Ley General de Sociedades) and the bylaws, 5% of the income for the periodyear must be allocated to the legal reserve until such reserve reaches 20% of the capital stock. On April 30, 2015,27, 2018, the Shareholders’ Meeting of the Company approved the increase of the legal reserve in the amount of 15,887. On November 20, 2015, the Shareholders’ Meeting of the Company462,656 and approved the distribution of dividends in cash amounting to ARS 0.240.70 per share (nominal value), which were paid in full.
On April 29, 2016, the Shareholders’ Meeting of the Company approved the increase of the legal reserve in the amount of 67,718 and the allocation ofon May 11, 2018, allocating the remaining unallocated results as of December 31, 20152017 to increase the voluntary reserve by 1,286,6417,092,097 in order to improve the solvency of the Company.
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 October 21, 2016,April 30, 2019, the Shareholders’ Meeting of the Company approved i) to restore the distribution of dividends in cash amountinglegal reserve balance to ARS 7.4 per share which were paid on November 7, 2016. On December 16, 2016,its value prior to the Shareholders’ Meetingabsorption of the Company approvedaccumulated negative earnings resulting from the reversalinflation-adjustment, which had been carried out according to the terms of RG no. 777/18 of the voluntary reserveCNV for 1,324,769, the capitalizationan amount of the reversed funds through the payment of a dividend in shares, the3,238,426, ii) to increase of the Company’s capital stock and the issue and distribution of 1,324,769,474 non-endorsable registered shares (fully paid-in). On February 8, 2017, the new shares of the Company were issued.
On April 28, 2017, the Shareholders’ Meeting of the Company approved the increase of the legal reserve in the amount of 88,1822,435,491 and the allocation ofiii) to allocate the remaining unallocated resultsunappropriated earnings as of December 31, 20162018 to increase the voluntary reserve by 1,668,86928,382,471 in order to improveincrease the solvency of the Company.
On August 15, 2017,November 22, 2019, the Shareholders’ Meeting of the Company decided to partially deallocate the voluntary reserve and to destine the deallocated amount to the distribution of a cash dividend for an amount equivalent to ARS 0.71 per share (nominal value), which was paid on December 5, 2019. On April 30, 2020, the Shareholders’ Meeting of the Company approved to increase the distributionlegal reserve in the amount of 599,618 and to allocate the remaining unappropriated earnings as of December 31, 2019 to increase the voluntary reserve by 12,387,590. 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 in cash amountingduring 2021 and a limitation of up to ARS 0.85 per share which were paid on August 30, 2017.USD 25 million during 2022 until 80% of the loan’s principal and interest are paid. | | | | | | | | | | | | | | | | | | | Provisions | | | | | | Current | | | | | | Provision for lawsuits and claims | | 37,379 | 10,272 | (10,897)(1) | (1,899) | 34,855 | 37,379 | 12-31-2020 | | 37,379 | 10,272 | (10,897) | (1,899) | 34,855 | | 12-31-2019 | | 1,125,676 | 7,191 | (1,095,488)(2) | - | | 37,379 | | | | Non-current | | | Provision for plant dismantling | 125,201 | 5,831 | - | (131,032)(1) | - | 125,201 | | | | | Current | | | Provision for lawsuits and claims | 341,485 | 71,989 | - | 413,474 | 341,485 | | 12-31-2017 | 466,686 | 77,820 | - | (131,032) | 413,474 | | | 12-31-2016 | 376,161 | 137,403 | (46,878) | - | | 466,686 | | Provision for wind farms dismantling | | 12,512 | 36,055 | (3,164)(1) | - | 45,403 | 12,512 | 12-31-2020 | | 12,512 | 36,055 | (3,164) | - | 45,403 | | 12-31-2019 | | - | 12,512 | - | | 12,512 |
(1) TransferredRelates to Liabilities associated with the assets heldeffect of the inflation for sale (note 21).the year.
(2) 1,073,576 relates to the adoption of IFRIC 23. The remaining effect relates to the effect of the inflation for the year.
19. Information on related parties The following table provides the transactions performed for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, and the accounts payable to/receivable from related parties as of December 31, 2017,2020 and 2016:2019: | | | | | | | | | | | | | | | | | | | | Associates: | | | | | | | | | Termoeléctrica José de San Martín S.A. | 12-31-2017 | 180 | - | 19 | - | 12-31-2020 | 565 | - | 48 | - | | 12-31-2016 | 180 | - | 19 | - | 12-31-2019 | 644 | - | 366 | - | | 12-31-2015 | 150 | - | 19 | - | 12-31-2018 | 466 | - | 1,753 | - | | | | | | Distribuidora de Gas Cuyana S.A. | 12-31-2017 | - | 46,793 | - | 7,251 | 12-31-2020 | - | 370,927 | - | 27,659 | | 12-31-2016 | - | 23,019 | - | 2,564 | | | 12-31-2015 | - | 9,858 | - | 807 | | | | | | Distribuidora de Gas del Centro S.A. | 12-31-2017 | - | | | 12-31-2016 | - | 92 | - | 12-31-2019 | - | 590,500 | - | 26,270 | | 12-31-2015 | - | 2,923 | - | 3,624 | 12-31-2018 | - | 492,825 | - | 51,484 | | | | | | Energía Sudamericana S.A. | 12-31-2017 | - | 260 | 1,928 | 12-31-2020 | - | 548 | | 12-31-2016 | 257 | - | 260 | - | 12-31-2019 | - | 746 | | 12-31-2015 | 388 | - | 16,907 | - | 12-31-2018 | - | | | |
| | Transportadora de Gas del Mercosur S.A. | 12-31-2017 | 3,270 | - | 17,245 | - | 12-31-2020 | - | | 12-31-2016 | 3,105 | - | 13,940 | - | 12-31-2019 | - | | 12-31-2015 | - | 10,799 | - | 12-31-2018 | 16,016 | - | 49 | - | | | | | | Related companies: | | | | | | | | | RMPE Asociados S.A. | 12-31-2017 | 137 | 96,352 | - | 12-31-2020 | 254 | 544,413 | - |
| | 12-31-2019 | 242 | 489,127 | - |
| | 12-31-2018 | 373 | 334,865 | - |
| | | | Coyserv S.A. | | 12-31-2020 | - | 2,959 | - | | 12-31-2016 | 145 | 65,076 | 11 | - | 12-31-2019 | - | 42,118 | 745 | 204 | | 12-31-2015 | 130 | 24,161 | 11 | - | 12-31-2018 | - | Total | 12-31-2017 | 3,587 | 143,145 | 17,524 | 9,179 | 12-31-2020 | 819 | 918,299 | 48 | 28,207 | | 12-31-2016 | 3,687 | 88,187 | 14,230 | 2,564 | 12-31-2019 | 886 | 1,121,745 | 1,111 | 27,220 | | 12-31-2015 | 668 | 36,942 | 27,736 | 4,431 | 12-31-2018 | 16,855 | 827,690 | 1,802 | 51,484 |
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.
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, 2017, 20162020, 2019 and 2015,2018, the Group has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at the end of each reporting period by examining the financial position of the related party and the market in which the related party operates. 20. Financial risk management objectives and policies Pursuant to the advance payment of corporate bonds and the new foreign currency indebtedness with bank entities, the Company has decided to reassess its financial risk management policy, which is exposed in the issued financial statements as of December 31, 2017.
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. As mentionedThe Company´s risk administration policy is defined for the purposes of reducing the effect of the purchasing power loss. Net monetary positions during most of fiscal year 2020 were liabilities. Therefore, the Company is not actually exposed to the purchasing power loss risk. During most of 2019, net monetary positions were assets. Therefore, the Company sought to mitigate such risk with adjustment mechanisms through interest and exchange differences. Consequently, during 2020, item "Gain / (loss) on net monetary position” registered a net profit due to inflation-exposure of monetary items; while in note 14.3, short-term bank loans accrue interest at2019, item "Gain (loss) on net monetary position" registered a fixed interest rate. The Group uses no derivate financial instrumentsnet loss due to cover this risk.inflation-exposure of monetary items.
Interest rate sensitivity The following table shows the sensitivity of income before income tax for the year ended December 31, 2017,2020, to a reasonably possible change in interest rates over the portion of loans and CAMMESA borrowings bearing interest at a variable interest rate, with all other variables held constant: | Effect on income before income tax (Loss) | | | | (167,112) |
Increase in percentage | | Effect on income before income tax (Loss) | | | ARS 000 | | | | 5% | | (2,452,175) |
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 GroupCompany is exposed to the foreign currency risk at an ARS/USD ratio, mainly due to its operating activities, the investment projects defined by the Company and the financial debt related to the bank loanloans mentioned in noteNote 14.3. The Company does not use derivative financial instruments to hedge such risk. However, as As of December 31, 2017,2020, the Company carries receivables, cash and cash equivalentsnet balance exposed to this risk amounts to USD 142,681 thousand, since existing liabilities in foreign currency for USD 58,502 thousands, which are partially offset with the liabilities carried611,593 thousand exceed receivables and cash and short-term deposits in foreign currency for approximately USD 109,032 thousands.468,912 thousand.
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). | Effect on income before income tax (Loss) | | Effect on income before income tax (Loss) | | | | ARS 000 | | | | | 10% | (93,729) | | (1,201,220) |
The Group’sCompany’s revenues depend on the electric power price in the spot market and the production cost paid by CAMMESA. The Company has no power to set prices in the market where it operates, (See note 1).except for the income from agreements entered into in the Term Market, where the price risk is reduced since normally prices are negotiated above the spot market price. 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 regardsregard to credit concentration, see noteNote 14.1. The need to book impairment is analyzed at the end of each reporting period on an individual basis for major clients. The allowance recorded as of December 31, 2017,2020, is deemed sufficient to cover the potential impairment in the value of trade receivables. - 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.
The table below summarizes the maturity profile of the Company’s financial liabilities. | | | | | | | | | | 12-31-2017 | | | | | CAMMESA borrowings and other loans and borrowings | 233 | 2,258,409 | 2,534,287 | 4,792,929 | Trade and other payables | 1,015,369 | 1,936 | - | 1,017,305 | | 1,015,602 | 2,260,345 | 2,534,287 | 5,810,234 | 12-31-2016 | | | | | CAMMESA borrowings and other loans and borrowings | 294,692 | 2,046,208 | 1,284,783 | 3,625,683 | Trade and other payables | 654,929 | 669 | - | 655,598 | | 949,621 | 2,046,877 | 1,284,783 | 4,281,281 |
| | | | | | | | | | 12-31-2020 | | | | | Loans and borrowings | 4,510,320 | 15,614,141 | 30,844,867 | 50,969,328 | Trade and other payables | 2,545,492 | - | - | 2,545,492 | | 7,055,812 | 15,614,141 | 30,844,867 | 53,514,820 | 12-31-2019 | | | | | Loans and borrowings | - | 10,926,497 | 41,777,839 | 52,704,336 | Trade and other payables | 8,031,529 | - | - | 8,031,529 | | 8,031,529 | 10,926,497 | 41,777,839 | 60,735,865 |
Guarantees In connection with the power purchase agreements described in notes 22.6 and 22.7 and the concession right agreement described in noteNote 13, the Group entered into various agreements, mainly guaranteesgranted a bank security to provide performance assurance of its obligations.obligations in the amount of 9,143. 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 TJSMTSM 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. Likewise, the Group entered into various guarantee agreements to provide performance assurance of its obligations arising from the agreements described in notes 1.a)Notes 1.2.a), 14.3.1, 14.3.2, 14.414.3.3, 14.3.4, 14.3.5, 14.3.6, 14.3.9 and 22.6. 21. Discontinued operations OnAs mentioned in Note 22.8, on December 20, 2017 YPF EEEnergía Eléctrica S.A. (“YPF EE”) accepted ourthe Company´s offer to sell the La Plata plant, for a total sum of USD 31.5 million, subject to closing customary conditions.plant. On February 8, 2018, after such conditions were met, the plant wasresults were transferred to YPF EE effective as of January 5, 2018. Consequently, the La Plata plant results were classified as a discontinued operation 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.2018. The results of La Plata plant for the yearsyear ended December 31, 2017, 2016 and 20152018 are presented below:
| | | | | | | | Revenues | 2,196,746 | 1,757,692 | 580,595 | Cost of sales | (1,427,906) | (1,081,979) | (352,844) | Gross income | 768,840 | 675,713 | 227,751 | | | | | Administrative and selling expenses | (8,566) | (15,221) | (7,924) | Other operating income | - | 27,770 | 6,170 | Other operating expenses | (10,737) | - | (1,259) | Operating income | 749,537 | 688,262 | 224,738 | | | | | Finance expense | (339) | (14,455) | (21,878) | Income before tax from discontinued operations | 749,198 | 673,807 | 202,860 | Income tax for the year | (264,157) | (235,833) | (71,001) | Income for the year from discontinued operations | 485,041 | 437,974 | 131,859 |
The assets and liabilities of La Plata plant classified as held for sale as of December 31, 2017 are, as follows:
| | | | Assets | | Property, plant and equipmentRevenues | 116,92335,919 | InventoriesCost of sales | 26,091(49,999) | Gross (loss) income | (14,080) | | | Other operating income | 983,475 | Assets held for saleOperating income | 143,014969,395 | | | Liabilities | | Deferred income tax liabilities | 6,282
| Compensation and employee benefits liabilities(Loss) on net monetary position | (4,411280,765) | ProvisionsIncome before tax from discontinued operations | 688,630 | Income tax for the year | (131,032110,237) | Labilities associated with assets heldIncome for salethe year from discontinued operations | (129,161) | Net assets held for sale | 13,853578,393
|
The net cash flows of La Plata plant operation, are as follows: | | | | | | | | Operating activities | 820,955 | 564,937 | 221,698
|
| 2018 | | ARS 000 | | | Operating activities | (14,080) |
Earnings per share: | | | | - Basic and diluted income per share from discontinued operations | ARS 0.32 | ARS 0.29 | ARS 0.09 |
| 2018 | | | -Basic and diluted income per share from discontinued operations | ARS 0.38 |
22. Contracts, acquisitions and contingent liabilitiesagreements 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, the La Plata plant’s gas turbine, and part of the Mendoza based units, and (ii) Siemens, which is in charge of the maintenance of the combined cycle unit based in Luján de Cuyo plant.Mendoza site. 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 La Plata plant
Pursuant to our electric energy and steam supply agreement with YPF, YPF must purchase electricity and all the steam produced by the La Plata plant until October 31, 2017 when the agreement expired. On October 24, 2017, the original term of the agreement was extended for an additional 5-month period or until the definite transfer of the plant were agreed on or made, whichever occurs first. As result of the transfer of the plant to YPF EE, on February 8, 2018 the agreement was terminated, effective as of January 5, 2018.
Luján de Cuyo plant
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 our steam supplythe aforementioned agreement with YPF at our Luján de Cuyo plant for a period of up to 24 months from January 1,or up to the start of commercial operation of the new Luján de Cuyo co-generation unit, which is described in Note 22.7, whatever occurs first. This way, this agreement was valid up to September 24, 2019 undersince the same terms as our existingnew cogeneration commenced supplying steam supply agreement.to YPF on September 25, 2019, the new steam agreement entering into force on October 5, 2019. 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 13,13th, 2015, the Company acquired a gas turbine from General Electric and hired their specialized technical support services. The unit is a gas turbine with 373 MW output power. As of December 31, 2015, the Company received cash advances from CAMMESA amounting to 415,911 for partially funding the mentioned acquisition.
22.5. Acquisition of two Siemens gas turbines On May 27,27th, 2016, the Company acquired from Siemens two gas turbines for electric power generation composed by a turbine and a generator with 298MW298 MW output power, and the proper ancillary equipment and maintenance and assistance services.
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. Awarding of Renewable Energy Projectsgeneration farms
In October 2016,During 2018, the Companywind farms belonging to CP La Castellana S.A.U. and its subsidiary CPRCP Achiras S.A.U. (CPR subsidiaries) were awarded of a wind project called “La Castellana”commissioned, with a capacity of 99100.8 MW and 48 MW, respectively.
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. In January 2017,During February 2020 the wind form belonging to CP La CastellanaLos Olivos S.A.U. (a wholly owned subsidiaryCPR subsidiary) was commissioned, with a capacity of CPR)22.8 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 awith CAMMESA, which is described in the following paragraph. In 2017 the Group entered into power purchase agreementagreements with CAMMESA for La Castellana projectand Achiras wind farms for a 20-year term as from the launch of the commercial operations. In November 2016, Likewise, during 2018 the Company and its subsidiary CPR were awarded of a wind project called “Achiras” with a capacity of 48 MW.
In May 2017, CP Achiras S.A.U. (a wholly owned subsidiary of CPR)Group entered into a power purchase agreement with CAMMESA for Achiras projectLa Genoveva wind farm for a 20-year term as from the launch of the commercial operations.operations at full capacity.
In November 2017,Regarding wind farm La Castellana II, the CompanyGroup entered into supply agreements with Rayen Cura S.A.I.C. for a 7-year term and its subsidiary CPR were awarded ofapproximately 35,000 MWh/year volume, with Metrive S.A. for a 15-year term and 12,000 MWh/year volume, with N. Ferraris for a 10-year term and 6,500 MWh/year volume and with Banco de Galicia y Buenos Aires S.A. for a 10-year term to supply energy demand for approximately 4,700 MWh/year.
Regarding wind project called “La Genoveva I” with a capacity of 86.6 MW. In this sense, on March 23, 2018 CPR acquired 100% equity interests in Vientosfarm La Genoveva II, the Group entered into supply agreements with Aguas y Saneamiento S.A., (AYSA) for a company that will be engaged in10-year term from the generation and commercializationbeginning of electric power throughoperations date of the wind project “La Genoveva I”.farm and approximately 87.6 GWh/year volume, with PBB Polisur S.R.L. (Dow Chemical) for a term of 6 years and an estimated volume of 80 GWh/year, with Farm Frites for a 5-year term and 9.5 GWh/year volume and with BBVA for a 5-year term and 6 GWh/year volume. Subsequent eventRegarding wind farm Manque, the Group entered into a power purchase agreement with Cervecería y Maltería Quilmes SAICAyG (“Quilmes”) for the wind farm Manque for a 20-year term as from the launch of the commercial operations and for an estimated volume of 230 GWh per year.
In January 2018,Regarding the wind farm Los Olivos, the Group was awardedentered into power purchase agreements with S.A. San Miguel A.G.I.C.I. y F., Minera Alumbrera Limited and SCANIA Argentina S.A.U. for wind projects called “La Castellana II”a 10-year term as from the launch of commercial operations, to supply them 8.7 GWh/year, 27.4 GWh/year and “Achiras II”, with a capacity of 15.75 MW and 30 MW,20.2 GWh/year, respectively.
Acquisition and operation of wind turbines The Group has entered into agreements with Acciona Windpower S.A. and Nordex Windpower S.A. for the manufacture, transport, electromechanical assembly and commissioning of wind turbines for La Castellana and Achiras Wind Farms. The Group also entered into a contract with Nordex Windpower S.A. for the operation and maintenance of theAchiras and La Castellana wind farms for a 10-year term. Additionally, the Group has also entered into agreements with Constructora SudamericanaCENTRAL PUERTO S.A. and Distrocuyo S.A. for the execution of the civil and electromechanical works, respectively, in the wind farm La Castellana. Also,
Moreover, the Group has entered into agreements with Milicic S.A. and CodelerVestas Argentina S.A. for the executionoperation and maintenance of the civilLa Genoveva I, La Genoveva II, La Castellana II, Manque and electromechanical works, respectively, in theLos Olivos wind farm Achiras.farms for a 5-year term. 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 December 15, 2017, we executed a new steam supply contract with YPF for a 15-year term that will begin when the new co-generation unit at our Luján de Cuyo plant begins operations. Also, 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 for a 15 year-term.
Subsequent event
On January 4, 2018, the Company entered into power purchase agreements with CAMMESA for each of the mentioned projects for a 15-year term as from the launch of commercial operations.
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 ourthe Company´s offer to sell the La Plata plant, for a total sum of USD 31.5 million, subject to closing customary conditions. Subsequent event
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.
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-: 22.9.i.
Contingent liabilitiesThat the totality of their holdings are in local financial entities and that they do not have net external assets available (e.g., government securities, shares not listed, demand accounts, etc.).
Income tax returnii. 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 fiscal year 2014the payment of imports of goods (whether advanced or deferred) until June 30, 2020, taking into account the exceptions mentioned in the communication.
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 2015 CPSA, for itself25, 2021, through Communication “A” 7230, BCRA broadened the regulation scope to all those debt installments higher than USD 2 million becoming due between April 1 and as the successor companyDecember 31, 2021. The effects of Hidroeléctrica Piedra del Águila (HPDA) (the merged company) filed income tax returnsthese regulations for the nine-monthCompany are described in Note 14.3.3. 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 Law no. 27,430 had established that for the fiscal period ended September 30, 2014, applyingcommenced as from January 1, 2020, the adjustmentcorporate rate of income statement would be reduced from 30% to 25% and that the additional tax on dividends or profits distributed to human persons of Argentina and abroad would increase from 7% to 13%. Law no. 27,541 cancels that rate change and keeps the original 30% and 7%, up to the fiscal periods commencing January 1, 2021 inclusive.
b) Tax on an inclusive and supportive Argentina (“impuesto PAIS” [Country tax]) With emergency character and for inflation mechanismthe term of five fiscal periods, a tax with a 30% rate is established on the operations related to the acquisition of foreign currency for saving, purchase of goods and services in foreign currency and international transport of passengers. Such tax extends to all residents of Argentina, whether human persons or business entities. The tax does not have the character of payment on account of any tax. 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. On March 11, 2020, the World Health Organization characterized the COVID-19 as a pandemic. Hence, several measures have been undertaken by the Argentine Income Tax Law.government and other governments around the globe; however, the virus continues to spread globally and, as of the date of these financial statements, it has affected more than 150 countries and territories around the world, including Argentina. To date, the outbreak of the novel coronavirus has caused significant social and market disruption. Any prolonged restrictive measures put in place in order to control an outbreak of a contagious disease or other adverse public health development may have a material and adverse effect on the Group’s 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, how the disease will evolve in Argentina cannot be predicted, nor what additional restrictions the Argentine government may impose can be anticipated. 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 bythis regard, on March 20, 2020 the Argentine Income Tax Law. 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 issue of these consolidated financial statements, we do not expect that the Argentine Tax Authorities, or ultimately, the Supreme Court will approve our filed income tax return. Accordingly, as of December 31, 2017, the Company recorded a provision for 391,007, which was recognized during the year ended December 31, 2014.Government has established additional health care measures that are in force until April 30, 2021. ActionAt the time, as additional measure to contain the virus in Argentina, international travel was suspended (except for recovery - income tax refund for fiscal years 2009, 2010 and 2011certain specific repatriation flights).
In December 2014,Pursuant to Decree 297/2020, minimum shifts ensuring the operation and maintenance of electric energy generators were exempted from the Quarantine. Although operations personnel were allowed to 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 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 asare the successor company of HPDA, filed a petition with the Argentine Tax Authorities for the recovery of income tax for fiscal year 2010following: Operations - Power generation - Reduction in the amountelectric energy dispatched. Due to the Quarantine, most of approximately 67,383 which, accordingthe 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 the Group´s thermal energy generation, in particular our estimates, had been incorrectly paid by HPDAunits with higher heat rate (less efficient). - Increased delays in excesspayments and/or risk of uncollectability from the Group’s private clients. Despite the fact that CAMMESA is paying its income tax liability. By filing such action, we seek to recoverobligations, the excess income tax paid by HPDAreduced economic activity due to the failureQuarantine 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. Multiple measures to applyprotect the adjustmenthealth of all the Group´s operations and maintenance personnel have been taken. Some of those measures include: a) the isolation of the teams that operate the Group’s different units preventing contact between different teams, b) the avoidance of contact between personnel of different shifts, c) the use of extra protection, and additional sanitary measures, d) using virtual meetings, e) identify key personnel in order to have the necessary back up teams should a contingency arise, and keeping all non-essential personnel working remotely f) drafting and publication of health and safety plans and/or protocols both for inflationthe plants in operation and works in development. These measures have been effective to protect the Group’s personnel, and at the date of these financial statements, a low contagion level has been registered within the Group’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 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
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 infor the Argentine Income Tax Law.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, as per Note 22.6, on November 21, 2020, the commercial authorization for the total capacity of the farm was granted. On December 21, 2015, afterThe Quarantine also affected the three-month term requiredconstruction of the Terminal 6-San Lorenzo thermal plant described in Note 22.7. 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 Law No. 11,683 expired,the government, among others, may delay the arrival of necessary personnel for the project, some of which were expected to arrive from countries affected by the outbreak. 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 filed an actioncannot comply with the committed dates on the Wholesale Demand Agreement entered into with CAMMESA mentioned in Note 22.7, 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 CAMMESSA to temporarily suspend the calculation of the terms set forth for recoverythose projects that had not obtained 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 amount claimed withcommercial authorization of the Argentinean Tax Court.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 these financial statements the necessary works for finishing the project are in course.
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.
In December 2015,addition, the Company filedCOVID-19 crisis may reduce the possibility of new projects that would enable the use of the gas turbines included under "Gas turbines" item within property, plant and equipment and under "Property, plant and equipment available for sale" item. 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 petition withdeterioration of the Company´s finances, in a context of lack of access or substantial reduction of credit availability in the financial markets. 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 Tax Authorities forgovernment to mitigate the recoveryeffects of income tax forthe 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 are suspended. 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. No facts or operations, other than disclosed, occurred between the closing date of the fiscal year 2009, in the amount of approximately 20,395 which, according to our estimates, had been incorrectly paid by the Company in excess of our income tax liability. By filling such action, we seek 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 three-month term required by Law No. 11,683 expired, the Company filed an action for recovery for the amount claimed with the Argentinean Tax Court.
In December 2017, the Company filed a petition with the Argentine Tax Authorities for the recovery of ARS 50,783 paid in excess by the Company for payment of Income Tax for 2011 fiscal period, according to the Company’s estimates. The purpose of such action is to recover the income tax paid by CPSA due to the failure to apply the adjustment for inflation set forth in the Argentine Income Tax Law.
As ofand the date of issuance of these consolidated financial statements we do not expect that the Argentine Tax Authorities, or ultimately, the Supreme Court will approve our request for recovery of income tax we previously paid or whether the conditions to apply the adjustment for inflation mechanism will be satisfied. No receivable was recognized in relation to this matter.
On December 29, 2017, decree No.1112/2017 was issued, by which the Tax Reform Law No. 27430 (“Tax Reform Law”) enacted by the Argentine Congress on December 27, 2017, was passed. The Tax Reform Law was published in the Official Gazette the same date it was enacted. The most relevant aspects of this reform are the following:
a)
Reduction of the corporate income tax rate and additional tax on the distribution of dividends
Through the fiscal year ended December 31, 2017, the corporate income tax rate remains at 35% and will bereduced to 30% during the two following fiscal years beginning on or after January 1st, 2018, and to 25% for the fiscal years beginning on January 1st, 2020. This reduction affected the measurement of deferred tax assets and liabilities as at December 31, 2017, as indicated in note 7.may significantly affect such financial statements.
The reduction of the corporate income tax rate is supplemented by the application of a tax on the dividend distributions made to local natural persons and foreign beneficiaries, which the Company should withhold and pay over the tax authorities as a single and final payment when dividends are distributed. This additional tax will be of 7% or 13% rate, depending on whether dividends were distributed for a period when the Company was subject to 30% or 25% rate, respectively. For this purpose, it is considered, without admitting evidence to the contrary, that the dividends which are distributed are related, in the first place, to older accumulated earnings.
Pursuant to Law No. 25,053, when dividends are paid exceeding accumulated taxable income as of the year-end immediately preceding the payment date, there is an obligation to withhold, as a single and final payment, 35% on such excess for income tax purpose. This withholding will no longer be applicable for dividends attributable to income accrued during the fiscal years beginning on or after January 1st, 2018.
Section 19 of the Income Tax Law incorporates in the treatment of NOL deduction the possibility of them being used considering the changes in the domestic wholesale price index published by INDEC (Argentine Statistics and Census Institute), for the period between the closing month of the fiscal year when the payment is made.
d)
Adjustment for inflation
Net taxable income for periods beginning on or after January 1st, 2018, will be assessed by deducting from or adding to the taxable income (loss) for the payment period the adjustment for inflation obtained after applying the specific regulation contained in sections 95 to 98 of the Income Tax Law. This adjustment will only be applicable if the change percentage in the domestic wholesale price index provided by INDEC, according to the tables prepared by the AFIP (Argentine Public Revenue Agency) for such purpose, accumulates (a) a percentage higher than 100% during the 36 months prior to the year-end for which the assessment is made, or (b) a variation higher than 100% by one third or two thirds, respectively, in the first and second fiscal years beginning on or after January 1st, 2018, calculated as from the first of fiscal year and through the end of the second each fiscal year.
If the condition for the adjustment for inflation does not take place, an adjustment is allowed for certain assets as it is mentioned in the following paragraph.
e)
Update of the acquisitions and investments made during the fiscal periods beginning on January 1st, 2018
For the acquisitions or investments made during the fiscal periods beginning on January 1st, 2018, the following updates shall apply, based on the change percentage in the domestic wholesale price index provided by INDEC, according to the tables prepared by the AFIP for such purpose:
(1)
When transferring depreciable personal property, buildings which cannot be used as an inventory, intangible assets, shares, contributions or equity interests in companies (including contributions to mutual funds), the tax cost basis considered for determining the gross profit will be updated by the aforementioned index, as from the date of the acquisition or investment until the date of the transfer, and will be decreased, if appropriate, by the applicable depreciations calculated from the updated value.
(2)
The depreciations deductible related to buildings and other constructions on real estate property assigned to activities or as investments, different from inventories, and the depreciations related to assets assigned to the generation of taxable income, will be calculated applying the aforementioned index to the ordinary depreciation charge, referred to the date of the acquisition or construction indicated in the tables prepared by the AFIP.
Law No. 27,430 establishes the option of reappraising for tax purposes, for one time, some assets owned by the tax-payer by the end of the first fiscal year ended after December 29, 2017, the date on which the law came into force, as long as the following conditions are met: (i) the assets are located, placed or economically used within the country, and generate taxable income, (ii) the assets are not subject to accelerated depreciation or have been completely depreciated, and (iii) the assets were not disclosed pursuant to Law No. 27,260.
The performance of the option entails the payment of a special tax regarding all the reappraised assets pursuant to the proportional rates established for each asset, which will be applied over the difference between the residual reappraised tax value and the residual original tax value, calculated pursuant to the rules set forth by the Income Tax Law. The determined tax is not deductible from the income tax and the profit from the reappraisal is exempt from the income tax. In addition, the reappraisal amount, net of the respective depreciations, is not computed in the tax base of the minimum presumed income tax.
The reappraisal is carried out by applying a reappraisal factor which stems from a table contained in Law No. 27,430, as from the year the assets were recorded. From the resulting value, the depreciations which may have been proper in accordance to the income tax law for the elapsed useful life of the assets, including the year of the option, are subtracted. In case of real estate property which is not considered as an inventory and depreciable personal property, the estimate may be done by an independent appraiser, as long as it does not exceed 50% of the amount which would result from the application of the appraisal factor. The reappraised assets will continue to be updated for tax purposes based on the change percentage in the domestic wholesale price index provided by INDEC, according to the tables prepared by the AFIP for such purpose. Thus, the depreciation to be deducted from the income tax will consist of: (i) the depreciation rate determined based on the original value, method and the asset’s useful life duly adopted to determine the income tax, plus (ii) the depreciation rate which corresponds to the amount of the reappraisal with the above-mentioned subsequent update. Should a reappraised asset be transferred during any of the two fiscal years immediately following the fiscal year taken as basis for the reappraisal, the computable cost will be subject to a penalty, which will consist in a 60% reduction of the updated residual amount, if the transfer were made in the first of those fiscal years, or in a 30% reduction, if it were made in the second of such fiscal years.
As of the date of the issuance of these financial statements, the Board of Directors is analyzing the financial effects of the tax reappraisal and it has not yet decided whether they will make use of the option established in Law No. 27,430.
The use of the option of the tax reappraisal implies waiving (i) carrying any legal or out-of-court procedure to claim, with tax purposes, the application of any nature of updating procedures as at the date of the first fiscal year ended after the date on which Law 27,430 came into force and (ii) waiving the actions and rights invoked in procedures already carried in respect of fiscal periods previously ended. In addition, the calculation of the depreciation of the reappraisal amount or its integration as a tax basis when determining the income tax will imply, due to the fiscal year on which such calculation is made, waiver to any update claim.
g)
Advanced reimbursement of the technical credit balance of the value added tax
Law No. 27,430 establishes in the Value Added Tax Law a mechanism by which it is possible to require the reimbursement of the tax credits originated in the definite purchase, building, manufacturing, preparation or import of fixed assets (with the exception of vehicles) subject to depreciation in the income tax, which after six consecutive fiscal years, as from the year in which its consideration as tax credit was applicable, constitute the technical credit balance. If after 60 fiscal years as from the fiscal year immediately following the one where the reimbursement was made, the tax-payer had not generated an excess of tax debit over tax credits for a similar amount, the tax-payer must reimburse the not-applied excess plus the respective interest. These dispositions will apply to the accumulated balance originated in the charges whose right to consideration as tax credit is originated as from January 1st, 2018.
h)
Employers’ contributions
A progressive increase of the employers’ contributions rate of 17% effective for those employers’ contributions accrued as from February 1st, 2018 is established. The increase schedule establishes that the rate will reach 17.50% in 2018, 18% in 2019, 18.50% in 2020 and 19% in 2021. As from January 1st, 2022, the employers’ contributions accrued will be finally settle at 19.50%.
In addition, from the tax basis on which it is proper to apply the rates indicated before, a non-taxable minimum will be deducted which will also be progressive and which will begin in 2018 with ARS 2,400 to finally reach ARS 12,000 as from January 1st, 2022. This non-taxable minimum will be updated as from January 2019 based on the domestic wholesale price index provided by INDEC.
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