UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
November 13, 2015
PETROBRAS ARGENTINA S.A.
(Exact Name of Registrant as Specified in its Charter)
Maipú 1, 22 S.S. Floor
(C1084ABA) Buenos Aires
Argentina
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F ____
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ____ No X
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7)
Yes ____ No X
PETROBRAS ARGENTINA S.A.
Unaudited Condensed Interim
Consolidated
Financial Statements and
Summary of Events
as of September 30, 2015
(presented on a comparative basis with 2014)
UNAUDITED FINANCIAL STATEMENTS
as of September 30, 2015
SUMMARY OF EVENTS
CONSOLIDATED FINANCIAL STATEMENTS
STATEMENTS OF INCOME
STATEMENTS OF COMPREHENSIVE INCOME
STATEMENTS OF FINANCIAL POSITION
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
STATEMENTS OF CASH FLOW
NOTES TO THE FINANCIAL STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS LIMITED
SUMMARY OF EVENTS
In compliance with the rules of the National Securities Commission (Periodic Reporting Requirements – Title IV – Chapter III – Section 4), Petrobras Argentina S.A.’s Summary of Events for the nine and three-month period ended September 30, 2015 is described below. This Summary of Events is supplementary to and should be read in conjunction with the interim condensed consolidated financial statements of the Company as of September 30, 2015.
Discussion of Consolidated Results of Operations
The following table sets out the Company’s results of operations for the three and nine-month periods ended September 30, 2015 and 2014:
(in millions of pesos)
ANALYSIS FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014:
Net income: Net income attributable to the Company’s shareholders totaled 439 in the period under review and 448 in 2014 quarter.
Sales: Sales decrease 118 to 5,528 from 5,646 in 2014 quarter, mainly due to decreases in the Refining and Distribution, Petrochemical and Oil and Gas Exploration and Production business segments of 126, 49 and 44, respectively, with reduced eliminations attributable to intercompany sales amounting to 290. These negative effects are partially offset by an increase of 391 in the Gas and Energy segment.
Gross profit: Gross profit increased 87 to 1,758 in the quarter under review from 1,671 in 2014 quarter, mainly due to improvements in the Oil and Gas Exploration and Production and Gas and Energy and Refining and Distribution business segments, offset by declines in the Petrochemical business segments and by higher eliminations of intercompany transactions results, which represented in the current period greater losses, mainly due to a reduction in the refinery’s own crude oil production levels.
Administrative and selling expenses: Administrative and selling expenses totaled 774 in the quarter under review and 604 in 2014 quarter. In 2015 quarter higher staff cost, tax charges and transportation and freights.
Exploration expenses: Exploration expenses are attributable to onshore operations in Argentina and totaled 18 in 2015 quarter and 15 in 2014 quarter.
Other operating income (expenses), net: Other operating expenses totaled losses of 71 and 214 in 2015 and 2014 quarters, respectively.
Share of net loss of equity-accounted investees: Share of net loss of equity-accounted investees totalled losses of 40 and 41 in 2015 and in 2014 quarter, respectively.
Operating income: Operating income rose 58 to 855 in the period under review from 797 in 2014 quarter, basically due to the above mentioned improvement in gross profit and Other operating expenses, partially offset by higher administrative and selling expenses.
Financial results: Financial results accounted for losses of 41 and 22 in 2015 and 2014 quarters, respectively.
Income tax: Income tax charge totaled 321 and 278 in 2015 and 2014 quarters, respectively,in line with higher taxable results for the current period.
Analysis of Gross Profit
Oil and Gas Exploration and Production
Gross profit for this business segment is broken down as follows:
(in millions of pesos)
Sales: In 2015 quarter, sales decreased 44 to 2,707 from 2,751 in 2014, mainly due to lower sales volumes of oil and gas as a consequence of the sale of assets in the Austral basin in the first quarter of 2015, partially offset by an improvement in gas sales prices.
Oil sales decreased 362 million to 1,859 million in 2015 quarter from 2,221 in 2014 quarter, mainly due to the decline in sales volumes resulting from the sale of the Austral basin and, to a lesser extent, the natural decline of mature fields.
Gas sales rose 325 to 830 in 2015 quarter from 505 in 2014 quarter, mainly as a consequence of an improvement in average sales prices for Gas Plan II in 2015, partially offset by a decline in sales volumes, which totaled 207 MMcf/d in 2015 quarter and 249 MMcf/d in 2014 quarter, mainly derived from the sale of the Austral basin. In 2015 quarter, production from the Neuquén basin increased due to the start of production of non-conventional gas wells which allowed to offset the natural decline of mature fields.
Gross profit: Gross profit for this business segment totaled 996 in 2015 quarter and 912 in 2014 quarter, with margins on sales of 37% in 2015 and of 33% in 2014.
Refining and Distribution
Gross profit for this business segment is broken down as follows:
(in millions of pesos)
Sales: Sales for this business segment decreases 126 to 2,932 in 2015 quarter from 3,058 in 2014 quarter, mainly due to lower international prices of crude oil and oil products and lower sales volumes of crude oil in the current period, partially offset by higher sales volumes of refined products. In 2014 the scheduled shutdown for maintenance of Bahía Blanca refinery involved greater commercialization of oil to third parties 367.
Refined product sales volumes totaled 479.1 thousand cubic meters in 2015 quarter and 415.6 thousand cubic meters in 2014 quarter, which it was affected by the plant shutdown for scheduled maintenance at the refinery.
Gross profit: Gross profit for this business segment totaled 365 in 2015 quarter and 302 in 2014 quarter, with margins on sales of 12% and 10%, respectively.
Petrochemicals
Gross profit for this business segment is broken down as follows:
(in millions of pesos)
Sales: In 2015 quarter, sales rose 49 to 1,090 from 1,139 in 2014 quarter, mainly due to lower styrenics sales, partially offset by higher sales in the catalytic reforming unit.
Styrenic product sales revenues decrease 67 to 667 from 734, as a consequence of a decline in average prices, in line with the fall in international prices, mainly due to lower export volumes and styrene rubber, partially offset by higher sales volumes of styrene and polystyrene associated with increased local demand.
Sales revenues resulting from the catalytic reformer plant operations rose 18 to 423 from 405, as a consequence of the combined effect of increased sales volumes and higher prices stated in pesos.
Gross profit: Gross profit totaled 157 in 2015 quarter and 188 in 2014 quarter, and margins on sales of 14.4% and 16.5%, respectively.
Gas and Energy:
Gross profit for this business segment is broken down as follows:
(in millions of pesos)
- Electricity Generation
Sales: In 2015 quarter, sales for electricity generation increased 112 to 504 from 392 in 2014, mainly due to an improvement in average sales prices, mainly due to an improvement in average sales prices, positively incised by the application of Resolution No. 482/2015 in July 2015, which recognized increases retroactive to February 2015 prices, and to a lesser extent by growth in sales volumes , which dropped to 1,898 Gwh from 1,859 Gwh.
Gross profit: Gross profit totaled 242 in 2015 quarter and 144 in 2014 quarter, in line with the best average sales prices in line with the resolution mentioned above.
Marketing and Transportation of Gas
Sales: In 2015 quarter, natural gas sales revenues rose 283 to 901 from 618, mainly due to an improvement in average sales prices, partially offset by a decline in sales volumes, which totaled 214 million cubic feet in 2015. The increase in average selling prices was mainly attributable to the implementation in 2015 of Gas Plan II, and to a lesser extent by higher volumes of "unconventional gas" traded price of "gas plus".
Gross profit: Gross profit totaled 53 in 2015 quarter and 84 in 2014 quarter, and margins on sales of 6% and 14%, respectively.
ANALYSIS FOR THE NINE–MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014:
Net income: Net income attributable to the Company’s shareholders totaled 1,785 in the period under review and 1,500 in 2014 nine-month period.
Sales:Sales rose 825 to 16,039 from 15,214 in 2014 nine-month period, mainly due to improved average prices which accounted for increases in sales revenues of 635, 618, 107 and 65 in the Gas and Energy, Refining and Distribution, Oil and Gas Exploration and Production and Petrochemicals business segments, respectively. These effects were partially offset by increased eliminations attributable to intercompany sales amounting to 600.
Gross profit: Gross profit increased 149 to 4,966 in the period under review from 4,817 in the same period of 2014, with improvements in gross profit for the Refining and Distribution and Gas and Energy business segments, and declines in the Oil and Gas Exploration and Production and Petrochemicals business segments. In addition, the decline in inventory levels at the refinery resulted in a positive variation attributable to intercompany transactions.
Administrative and selling expenses:Administrative and selling expenses totaled 2,127 in the period under review and 1,705 in 2014 nine-month period. In 2015 nine-month period higher staff cost, tax charges and transportation and freights expenses derived from increased sales in the period under review.
Exploration expenses: Exploration expenses are attributable to onshore operations in Argentina and totaled 49 in 2015 nine-month period and 40 in the same period of previous year.
Other operating income (expense), net: Other operating income (expense), net improved 689, accounting for a gain of 389 in 2015 nine-month period, compared to a loss of 300 in the same period of previous year. This improvement is mainly attributable to the sale of assets in the Austral basin in the period under review which resulted in a gain of 674, and to the gain of 181 in the same period of previous year derived from the sale of interest in Puesto Hernández Joint Venture (UTE). Conversely, the cease its operations in the Jagüel de los Machos area in the Province of La Pampa.
Share of net loss of equity-accounted investees: Share of net loss of equity-accounted investees improved 186, accounting for a loss of 30 in 2015 nine-month period and of 216 in the same period of previous year. This improvement is primarily due to the recognition of a loss of 296 in 2014 nine-month period attributable to equity interest in OCP,partially offset by higher losses in 2015 of 123 for to equity interest in Refinor.
Operating income: Operating income rose 593 to 3,149 in 2015 nine-month period from 2,556 in the same period of previous year, primarily due to the above mentioned improvement in Other operating income (expense), net, share of net profit of equity-accounted investees and gross profit, partially offset by higher administrative and selling expenses.
Financial results: Financial results accounted for a loss of 56 in 2015 nine-month period compared to a gain of 180 in the same period of previous year. Improved results in 2014 nine-month period are primarily attributable to the positive effects of higher depreciation of the Argentine peso against the US dollar (31% and 10% in 2014 and 2015, respectively) on the net monetary asset position in foreign currency.
Income tax:Income tax charge totaled 1,177 and 1,166 in 2015 and 2014 nine-month periods, respectively. While the current period had higher profits, the higher income tax charges for 2014 nine-month period are mainly attributable to investment in OCP, with losses not generating the corresponding tax shield. This accounted for an increase in the income tax effective rate in the same period of previous year.
Summarized Balance Sheet and Income Statement Structure
Statistical Data
Outlook
Our main goal for 2015 is to consolidate Petrobras Argentina as a robust, flexible, efficient and profitable company that will allow us to overcome the challenges posed by the context. In this respect, the Company plans to enhance development of resources in order to achieve in the short-term a balanced replacement of production from mature reservoirs and grow sustainably.
Concerning the Oil and Gas Exploration and Production business segment, the Company needs to ensure certainty of its operations to move forward with its investment and production plan to generate over time the funds required to finance the development of the Company’s non-conventional resources
As regards natural gas, the Company participates in the Natural Gas Injection Incentive Program for Companies with Reduced Injection (Gas Plan II), which will contribute to monetize reserves.
Concerning Refining and Distribution activities, in 2015 the Company plans to continue with efficiency and high performance programs at the refinery and maintain the improvements obtained in quality of service to our clients and in logistics cost reduction.
As regards the Petrochemicals business segment, in 2015 we seek to secure availability of basic raw materials at prices in line with those for our products and guarantee plant operations at a cost level required to reach a standard of competitiveness.
In the Gas and Energy business segment, we plan to continue with the high operating performance for which our assets stand out in the power generation sector.
Marcos Benício Pompa Antunes
Representative Director
PETROBRAS ARGENTINA S.A.
Unaudited Condensed Interim
Consolidated
Financial Statements
as of September 30, 2015
(presented on a comparative basis with 2014)
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014
(Stated in millions of Argentine pesos)
Notes 1 to 28 are an integral part and should be read in conjunction with these financial statements.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014
(Stated in millions of Argentine pesos)
(a) Concepts in subsequent years will be reclassified to the income statement
Notes 1 to 28 are an integral part and should be read in conjunction with these financial statements.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014
(Stated in millions of Argentine pesos)
Notes 1 to 28 are an integral part and should be read in conjunction with these financial statements.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE–MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014
(Stated in millions of Argentine pesos)
(a) Balances due to business combination of companies under common control
(b) Note 14.5.
(c)As required by the Shareholders’ Meeting of March 27, 2014.
(d) As required by the Shareholders’ Meeting of March 19, 2015.
Notes 1 to 28 are an integral part and should be read in conjunction with these financial statements.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE–MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014
(Stated in millions of Argentine pesos)
Notes 1 to 28 are an integral part and should be read in conjunction with these financial statements.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE–MONTH PERIOD ENDED SEPTEMBER 30, 2015
(Stated in millions of Argentine pesos, except as otherwise indicated)
1. General Information
1.1. The Company
Petrobras Argentina is a corporation (sociedad anónima) with its main office located in the Autonomous City of Buenos Aires, Argentina.
Petrobras Argentina’s shares are listed on the Buenos Aires Stock Exchange. Its American Depositary Shares (“ADS”), each of them representing 10 Class B common shares of Petrobras Argentina, are listed on the New York Stock Exchange (NYSE).
1.2. Business of the Company
Petrobras Argentina’s business is mainly focused on the energy sector, specifically in oil and gas exploration and production, refining and distribution, petrochemical activities, electricity and hydrocarbon transportation and marketing. The Company has its mainly operations in Argentina, Bolivia, Ecuador and Venezuela. The Company’s fiscal year ends on December 31 of each year.
In these financial statements, Petrobras Argentina and its subsidiaries are jointly referred to as “the Company” or “the Group”.
The Board of Directors approved issuance of these condensed consolidated financial statements (hereinafter “financial statements”) on October 29, 2015.
1.3. Controlling Group
Petrobras Participaciones S.L. is the immediate parent company of Petrobras Argentina, with an ownership interest of 67.2%.
Petrobras Participaciones S.L. is a subsidiary of Petróleo Brasileiro, a Brazilian company whose business is focused on exploration, production, refining, sale and transportation of oil and its byproducts in Brazil and abroad.
2. Basis of presentation
These condensed interim financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting”, as issued by the IASB, adopted by the CNV through General Resolution No.562/09 and supplements.
These financial statements should be read in conjunction with the financial statements as of December 31, 2014, prepared on the basis of IFRS and issued on February 4, 2015.
2.1Accounting policies and financial statements used
The accounting policies applied by the Company are consistent with those applied in the previous year.
For the preparation of these financial statements, we have used the financial statements of subsidiaries, jointly controlled and associated as of the September 30, 2015 and 2014 and as of December 31, 2014, or the best financial information available, adapted to the same period of time with respect to the financial statements of the Company. The adjustments have also been considered to adapt the criteria for valuation of the Company.
2.2 Risk policy and accounting estimates
In preparing these financial statements the Company has consistently applied the previous year risk policies and accounting estimates. In relation to the risk analysis, as of September 30, 2015 there are no significant changes from the previous year.
2.3 Operating segments reporting
The Company adopted IFRS 8 – Operating Segments, whereby operating segments are identified on the basis of in-house reports relating to the Company’s components regularly evaluated by the Board of Directors, chief operating decision maker, in deciding how to allocate resources and in assessing performance.
In the segmentation, the Company considers transactions with third parties and intersegment revenues, which are valued as defined internal transfer prices between segments, with verification methodologies based on market parameters.
The Company’s business is mainly focused on the energy sector, basically through its activities relating to oil and gas exploration and production, refining and distribution, petrochemicals and gas and energy. Accordingly, the identified operating segments are as follows:
(a) Oil and Gas Exploration and Production, composed of the Company’s participation in oil and gas blocks and its interest in Oleoductos del Valle S.A., OCP and direct and indirect interest in mixed companies in Venezuela and PELSA.
(b) Refining and Distribution, including the Company’s own operations in the refinery at Bahía Blanca and the gas station network, the Company’s equity interest in Refinería del Norte S.A. and the commercialization of the oil produced in Argentina, which is transferred at market prices from the Oil and Gas Exploration and Production operating segment.
(c) Petrochemicals, comprising the Company’s own of styrenics operations and the catalytic reformer plant operations developed in Argentina.
(d) Gas and Energy, comprising the Company’s own operations relating to the sale of gas produced in Argentina and liquefied petroleum gas brokerage activities, its interest in TGS, the electricity generation activities of Genelba Power Plant and of Pichi Picún Leufú Hydroelectric Complex.
(e)Assets and operating income related to the Central Service Structure, those not attributable to any given operating segment and intercompany eliminations are collectively shown. Intercompany operations are performed at prices representing market values.
In the Central Service Structure common costs to individual business segments are included, among others, management fees, tax on financial transactions, financial liabilities interest and income tax, which are incurred by the Company in the ordinary course of its operations and because of control economy, they are managed from the central structure and not appropriate between operating segments.
3. Risk management objectives and policies
In performing its operations, the Company is exposed to a series of risks associated to the markets in which it operates.
The Company adopts an integrated risk management methodology, which is not focused on the individual risks of the operations of its business units but on a wider monitoring of risks affecting its entire portfolio.
The Company’s risk management strategy, in line with its business integration strategy, seeks to achieve a balance between profitability goals and its exposure to risk.
The Company does not engage in or trade derivative financial instruments for speculative purposes.
The Board of Directors establishes the policies for managing each of the risks set out below, which have been applied consistently in the periods included in these financial statements.
Subsequent to the financial statements as of December 31, 2014 there were no significant changes in the risk management of the Company, or in policies associated with this management.
3.1 Exchange rate risks
The Company’s results of operations and financial position are sensitive to changes in the exchange rate between the Argentine Peso and certain foreign currencies.
The Company is mainly exposed to changes in the peso exchange rate against the U.S. dollar. Petrobras Argentina’s exposure to currencies other than the US dollar is not significant.
The Company has a net asset position in foreign currency because of the fact that a significant portion of its debt is designated as hedge of investment in foreign currency, so the exchange differences generated by this debt are recognized in “Other comprehensive income”.
The variation in the exchange rate in the quarter ended September 30, 2015 generated a gain of 41 imputed to "Financial Results" (Note 9) and a deferred gain of 58 imputed to OCI (Note 23).
The carrying amounts of assets and liabilities denominated in foreign currencies as of September 30, 2015 and as of December 31, 2014, including designated debt coverage indicated above, are as follows:
Fair Value by hierarchy levels
Inputs used to determine the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and as of December 31, 2014, were the following:
4.Information business segments
The Company prepares information based on criteria business segments and prepares further relevant information by geographic area.
4.1 Business segments
Below is detailed information on each business segment identified by the Company’s Management:
4.2 Relevant information by geographical area
Below is information on assets, sales, operating income and equity in earnings of affiliates aggregated by geographical area:
5. Cost of sales
The Company’s cost of sales and the relevant expenses charged to cost of sales are broken down as follows:
5.1 Expenses attributable to cost of sales
6. Administrative and selling expenses
7. Exploration expenses
8. Other operating income (expenses), net
9. Financial results
10. Current and deferred income tax
Income tax disclosed in the Statement of Income and deferred tax is broken down as follows:
(a) It relates to the tax effect of exchange differences resulting from: (i) revaluation of net investments in foreign operations (with effect on deferred tax), and (ii) revaluation of indebtedness denominated in foreign currency designated as hedge for that investment (with effect on current tax).
The reconciliation between income tax expense in the statements of income and the amount calculated by applying the prevailing income tax rate of 35% to the income tax before taxes is as follows:
(a)The movement for the periods ended September 30, 2015 and 2014 includes (5) and 6 recognized in "Income tax". Additionally, the allowances generated in the periods ended September 30, 2015 and 2014 charge of 24 and 58 recognized in OCI, respectively.
11. Cash and cash equivalents
12. Trade receivables
(a) The movement for the period ended September 30, 2015 includes (22) charged in "Administrative and Selling Expenses” and 1 attributable to disbursements for the period.
13. Other receivables
(a) The movement for the period ended September 30, 2015 includes (77) charged in "OCI”.
14. Investments in related companies
14.1 Investments in joint ventures
As of September 30, 2015 the book value of the investment in CIESA (TGS 's controlling shareholder) amounts 483 and represents about 2% of the total assets of Petrobras Argentina.
TGS Regulatory Framework – Tariff Schedule
On June 5, 2015 through Resolution 3347 ENARGAS approved an increase in tariff schedules applicable to the Natural Gas transportation public utility effective May 1, 2015. This increase represents for TGS a 44.3% temporary rise in the price for the natural gas transportation service and a 73.2% increase in Charge for Access and Use.
This temporary increase is intended to cover operation and maintenance costs and the investments required for the normal supply of natural gas transportation services until TGS and the Argentine government reach an agreement for the comprehensive renegotiation (the “Comprehensive Agreement”) of the natural gas transportation license initialed by TGS in October 2011. As of the date of these financial statements, there is no certainty as to the execution date of the comprehensive agreement.
This increase is a partial recognition of the prior administrative claims filed by TGS. That is the reason why TGS will continue taking appropriate actions to protect its rights, including those actions necessary to effect the Comprehensive Agreement.
14.2. Investments in associates
(a) Includes Petrokariña S.A., Petroritupano S.A., Petroven-Bras S.A. t Petrowayú S.A.
(b) Activity of the
nine–month period ended September 30, 2015 are shown (526) under “OCI”
14.3 Share of net loss of equity accounted investees
14.4 Dividends collected
14.5 Minority interest
15. Other investments
(a) The movement for the period ended September 30, 2015 includes (10) charged in "OCI”.
16. Property, plant and equipment
(a) Production wells, exploratory wells and oil and gas properties line includes the disposal of fixed assets by selling to YPF its interest in the joint operation (UTE) Puesto Hernández, the disposal of fixed assets by selling to Austral Basin and the cease its operations in the area Jagüel de los Machos, in the period 2015 (Note 25).
17. Financial loans
The breakdown of loans as of September 30, 2015 and December 31, 2014 is as follows:
Loan activity
Activity in loans and financing as of September 30, 2015 and 2014 are as follows:
The maturities of the financial loans as of September 30, 2015 and December 31, 2014 are as follows:
18. Provisions
(a) Includes 35 shown under “OCI”, (126) corresponding to net payments on new charges and 9 shown under “Other operating income (expenses), net” (Note 8).
(b) Includes 14 shown under “Other operating income (expenses), net” (Note 8) and (23) attributable to disbursements for the period.
(c) The Company, through Ecuador TLC, maintains a “Ship or Pay” crude oil transportation agreement entered into with OCP. Teikoku Oil Ecuador had assumed 40% of the contractual commitment in consideration for the assignment to this company of a 40% share in the production of Block 18 and Palo Azul. In 2015 third quarter, the Company, through Petrobras Bolivia Internacional S.A., reassumed the obligations previously assigned to Teikoku Oil Ecuador relating to the mentioned agreement and received a USD 95 million payment. As a result of this transaction the Company has the necessary funds to continue with negotiations in Ecuador. In this way, liabilities of 485 attributable to Contractual renegotiations in Ecuador and total liabilities for Ship or Pay (current liabilities of 234 and noncurrent liabilities of 425) are reported in the line OCP of Note 24 – “Related companies transactions”.
Subbsequent to the financial statements at December 31, 2014 there were no significant changes in all aspects of the provisions recorded by the Company.
Tax Contingencies
There are interpretation differences between the Company and the Argentine tax authorities in the criterion applied by the Company regarding the time of recording well abandonment expenses for income tax purposes. As of the date of issuance of these interim financial statements, the Tax Court has issued an unfavorable judgment against the Company for 2004, 2005 and 2006 periods which did not provide for payment of any tax due to the existence of tax losses. The Management is analyzing the administrative and judicial steps that are to be followed and estimates that the resolution of these issues will not have a material adverse effect on the Company’s financial position.
19. Social benefits and other payroll benefits
As of March 2015 the evolution of pension plan liabilities is as follows:
The liabilities of payroll benefits include the following:
20. Capital stock
As of September 30, 2015, the Company’s capital stock amounted to 2,019, fully subscribed, paid-in and authorized for public trading.
Changes in capital stock in the last three fiscal years:
Restrictions on availability of the Company’s shares
Law No. 27.181 passed on October 5, 2015 declared of public interest the protection of the National Government’s shareholdings that are part, among others, of the investment portfolio of the Sustainability Guarantee Fund (Fondo de Garantía de Sustentabilidad) of the Argentine Integrated Social Security System (Sistema Integrado Previsional Argentino). To such effect, the Argentine Agency of Government Investments in Companies was created as enforcement authority.
According to the provisions of such law, the transfer of Company’s shares held by the Sustainability Guarantee Fund of the Argentine Integrated Social Security System shall require prior authorization of the Argentine Congress.
21. Reserves
22. Unappropriated retained earnings
23. Other comprehensive income
24. Related companies transactions
Balances and transactions with related companies
Balances as of September 30, 2015 and December 31, 2014 for transactions with related companies are the following:
The main transactions with related companies for the nine–month periods ended September 30, 2015 and 2014 are as follows:
25. Operations in Joint Operation
On January 31, 2014, the Company’s Board of Directors approved the sale to YPF of the Company’s interest in Puesto Hernández Joint Venture (UTE) in the amount of USD 40.7 million, resulting in a pre-tax gain of 181 recorded in “Other operating income (expenses), net” (Note 8).
On March 30, 2015, the Company’s Board of Directors approved the sale to Compañía General de Combustibles S.A. of the Company’s entire interest in the Austral basin in Argentina in the amount of USD 101 million, resulting in a pre-tax gain of 674 recorded in “Other operating income (expenses), net” (Note 8). The transaction includes concessions operated under the Joint Ventures (UTE) of Santa Cruz I, Santa Cruz I Oeste, Glencross and Estancia Chiripá, assets related to Santa Cruz II, Punta Loyola Terminal and oil and gas pipelines operated in the basin.
As regards the exploitation concession for Veta Escondida area, on March 17, 2015, under Decree No.565/2015, the Province of Neuquén approved a standard agreement including terms and conditions similar to those provided in the agreement reached in December 2013. As of the date of these financial statements, the above agreement is pending subscription.
In 2015 third quarter, the Executive Branch of the Province of Neuquén, through Provincial Decree No. 1600/15, ratified the incorporation of Exxon Mobil Exploration Argentina S.A. in the Parva Negra Este area and therefore the Company’s current interest in such area is 42.50%.
In 2015 third quarter, the Executive Branch of the Province of Salta, through Provincial Decree No. 3129/15, ratified the incorporation of High Luck Group in the Chirete area. Therefore, the Company’s current interest in such area is 50%.
Concerning the Jagüel de los Machos area in the Province of La Pampa, a legal dispute arose with such Province relating to the non-recognition of the extension rights on such area acquired by the Company according to the provisions of National Law No. 17.319, as amended by Law No. 27.007, and under the provisions of Provincial Decree No. 18/2015 dated January 28, 2015. As a result, although the Company has filed the relevant administrative motions for the defense of the rights vested on it, as from September 7, 2015 the Province of La Pampa has taken possession of the area and, consequently, all the Company’s activities in such area have been discontinued.
26. Incentives Programs for Hydrocarbon Production
Excess Natural Gas Injection Incentive Program for Companies with reduced injection
The Excess Natural Gas Injection Incentive Program for Companies with reduced injection was regulated by the Strategic Planning and Coordination Committee for the National Hydrocarbons Investment Plan through Resolution No.60/2013, as amended (Resolutions No. 22/2014 and No. 139/2014) which established a price ranging between 4 US$/MBtu and 7.5 US$/MBtu, according the higher production curve reached.
On January 30, 2015, registration of the Company to the mentioned program was admitted through Resolution No. 13/2015 issued by the Secretary of Economic Policy and Development Planning of the Ministry of Economy and Public Finance. During 2015 third quarter, all additional filings required by such Committee were submitted and implementation of the program was approved with retroactive effect to July 1, 2014.
Petroleo Plus Program
The Company, through PELSA, participated in the Petroleo Plus Program, which established certain incentives for producers. In 2015 third quarter, Decree No. 1.330/2015 rendered such Program ineffective and ordered payment of pending incentives by means of Government Bonds BONAD 2018 and BONAR 2024.
27. General Resolution No. 629/2014 - Save Documentation
On August 14, 2014, the CNV issued Resolution No. 629 by amending rules about guard documentation.
In this regard, the Company advises that trade books, corporate books and accounting records are in the registered office.
The Company has sent documentation of certain age to AdeA provider - File Management SA to be stored, it is in Ruta 36, km 34.5, Florencio Varela, Buenos Aires.
28. Subsequent events
No other events have occurred subsequent to period end that may significantly affect the Company’s financial position as of September 30, 2015, or the results of its operations for the nine–month period then ended.
GLOSSARY: