Central Puerto S.A 6-K, filed Sep 10, 2020
Central Puerto S.A. (CEPU)
6-K
2020-09-10
For: 2020-09-10
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on September 10, 2020.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 27a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of September, 2020
Commission File Number: 001-38376
Central Puerto S.A.
(Exact name of registrant as specified in its charter)
Port Central S.A.
(Translation of registrant’s name into English)
Avenida Thomas Edison 2701
C1104BAB Buenos Aires
Republic of Argentina
+54 (11) 4317-5000
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form
40-F.
Form
20-F ☒ 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 ☒
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 ☒
CENTRAL
PUERTO S.A.
TABLE
OF CONTENTS
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Item
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Central Puerto S.A.
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Date:
September 10, 2020
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By:
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/s/
Leonardo
Marinaro
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Name:
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Leonardo
Marinaro
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Title:
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Attorney-in-Fact
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Exhibit 1
Relevant part of the Minutes of Central Puerto S.A. Board of
Directors’ Meeting
held on August 26, 2020
Minutes No. 353: In the City of Buenos Aires, on August 26,
2020, the Board of Directors of CENTRAL PUERTO S.A. (the
“Company” or “CPSA”, indistinctly) meets,
with the presence of Directors Osvaldo RECA, Marcelo Atilio SUVA,
Miguel DODERO, José Luis MOREA, Juan José SALAS, Diego
PETRACCHI, Tomas PERES, Tomas WHITE, Cristian LOPEZ SAUBIDET, Jorge
Eduardo VILLEGAS and Guillermo PONS. Also present are Messrs. Cesar
HALLADJIAN, Eduardo EROSA and Juan NICHOLSON, members of the
Company’s Statutory Audit Committee. Mr. Marinaro informs
that this meeting is held via videoconference, taking into
consideration the dispositions of: 1) the Decree of Necessity and Urgency
No. 297/2020 and further regulations by the Argentine Executive
Branch, which established the preventive and mandatory social
isolation policy adopted within the context of the pandemic
declared by the World Health Organization (WHO), the Health
Emergency broadened by Decree No. 260/20 and its amendments, and in
view of the evolution of the epidemic situation related to the
CORONAVIRUS – COVID-19; 2) the CNV General Resolution No.
830/20, which established that during the period in which the free
circulation of people is, in general, prohibited, limited or
restricted, issuer entities are able to hold remote meetings; and
3) Section 23 of the Bylaws
of CPSA, which establishes that the Board of Directors is also
entitled to hold meetings with its members communicated by
videoconference. Quorum being present to validly hold the meeting,
it commences at 11.00 am. Then, the (…) second item on the
Agenda is open for discussion: 2) APPROVAL OF THE
CONSOLIDATED INCOME STATEMENT, CONSOLIDATED COMPREHENSIVE INCOME
STATEMENT, CONSOLIDATED STATEMENT OF FINANCIAL POSITION,
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY,
CONSOLIDATED CASH FLOW STATEMENT, COMPLEMENTARY NOTES, SEPARATE
INCOME STATEMENT, SEPARATE COMPREHENSIVE INCOME STATEMENT, SEPARATE
STATEMENT OF FINANCIAL POSITION, SEPARATE CASH FLOW STATEMENT,
INFORMATIVE SUMMARY AND ADDITIONAL INFORMATION TO THE NOTES TO
FINANCIAL STATEMENTS – SECTION 12, CHAPTER III, TITLE IV,
REGULATIONS (N.T. 2013) OF THE ARGENTINE SECURITIES COMMISSION FOR
THE SIX-MONTH PERIOD ENDED JUNE 30, 2020.
Mr. Osvaldo RECA asks Mr. Juan Avigliano to present the topic. Mr. Juan Avigliano takes the floor and informs that the Board of Directors must consider and approve the Consolidated Income Statement, the Consolidated Comprehensive Income Statement, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Shareholders’ Equity, Consolidated Cash Flow Statement, Complementary Notes, Separate Income Statement, Separate Comprehensive Income Statement, Separate Statement of Financial Position, Separate Cash Flow Statement, Informative Summary and Additional Information to the Notes to Financial Statements – Section 12, Chapter III, Title IV, of the regulations (N.T. 2013) of the Argentine Securities Commission for the six-month period ended June 30, 2020, which documentation was provided to the Directors well in advance. After a short debate and after acknowledging the Statutory Audit Committee report and the reports by the Independent Auditors, the members of the Board of Directors unanimously approve the Consolidated Income Statement, Consolidated Comprehensive Income Statement, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Shareholders’ Equity, Consolidated Cash Flow Statement, Complementary Notes, Separate Income Statement, Separate Comprehensive Income Statement, Separate Statement of Financial Position, Separate Cash Flow Statement, Informative Summary and Additional Information to the Notes to Financial Statements – Section 12, Chapter III, Title IV, of the regulations (N.T. 2013) of the Argentine Securities Commission for the six-month period ended June 30, 2020. Mr. Osvaldo RECA remains on the floor and informs to the people present about the compliance status with the General Resolution No. 611/12 of the Argentine Securities Commission. In that sense, Mr. Osvaldo RECA informs that the Company is aware of the Reconciliation between the Professional Accounting Standards (NCP for its acronym in Spanish) and the International Financing Reporting Standards (IFRS) (the “Standards”), which apply to the investments that the Company keeps with Termoeléctrica Manuel Belgrano S.A., Termoeléctrica José de San Martín S.A., Central Vuelta de Obligado S.A., Transportadora de Gas del Mercosur S.A, CP Renovables S.A., Central Aimé Painé S.A., Vientos La Genoveva S.A.U, Vientos La Genoveva II S.A.U. and Proener S.A.U., all companies which are periodically monitored by the Company, therefore, it can be concluded that all significant items with a different treatment from the Standards have been considered in the Reconciliation, and the Board of Directors of the Company unanimously approves the Reconciliation thereof. (…) There being no further business to transact, the meeting is adjourned at 12 p.m.
Central
Puerto S.A.
Consolidated
financial statements for the six-month periods
ended
June 30, 2020 and 2019, together with the independent
auditor´s
report
-1-
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English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
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CENTRAL
PUERTO S.A.
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Registered office:
Av. Edison 2701 - Ciudad Autónoma de Buenos Aires -
República Argentina
FISCAL
YEAR N° 29 BEGINNING JANUARY 1, 2020
CONSOLIDATED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX-MONTH PERIOD ENDED JUNE 30, 2020
CUIT
(Argentine taxpayer identification number): 33-65030549-9. Date of
registration with the Public Registry of Commerce:
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Of the articles of
incorporation: March 13, 1992.
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Of the last
amendment to by-laws: April 28, 2017.
Registration number
with the IGJ (Argentine regulatory agency of business
associations): 1.855, Book 110, Volume A of
Corporations.
Expiration date of
the articles of incorporation: March 13, 2091.
The
Company is not enrolled in the Statutory Optional System for the
Mandatory Acquisition of Public Offerings.
CAPITAL
STRUCTURE
(stated
in pesos)
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Class
of shares
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Subscribed,
paid-in, issued and registered
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1,514,022,256
common, outstanding book-entry shares, with face value of 1 each
and entitled to one vote per share.
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1,514,022,256
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-2-
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English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
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CENTRAL
PUERTO S.A.
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CONSOLIDATED
STATEMENT OF INCOME AND COMPREHENSIVE INCOME
for
the six-month period ended June 30, 2020
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6
months
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3
months
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Unaudited
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Unaudited
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Notes
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01-01-2020 to
06-30-2020
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01-01-2019 to
06-30-2019
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04-01-2020 to
06-30-2020
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04-01-2019 to
06-30-2019
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ARS
000
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ARS
000
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ARS
000
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ARS
000
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Revenues
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4
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15,618,868
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18,055,908
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7,183,422
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8,307,463
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Cost of sales
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Exhibit F
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(6,872,064)
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(10,400,232)
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(3,375,264)
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(4,679,682)
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Gross
income
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8,746,804
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7,655,676
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3,808,158
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3,627,781
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Administrative and selling
expenses
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Exhibit H
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(1,214,422)
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(1,311,219)
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(554,457)
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(600,616)
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Other operating
income
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5.1
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7,105,762
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5,628,328
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3,731,721
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1,068,666
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Other operating
expenses
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5.2
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(349,515)
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(222,582)
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(175,701)
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(168,491)
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Impairment of property, plant and
equipment
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2.4
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(1,251,730)
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-
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(435,663)
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-
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Operating
income
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13,036,899
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11,750,203
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6,374,058
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3,927,340
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Loss on net monetary
position
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485,227
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(3,770,239)
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154,666
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(1,685,120)
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Finance income
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5.3
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1,531,899
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1,391,699
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1,386,934
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793,929
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Finance
expenses
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5.4
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(9,495,089)
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(3,023,663)
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(5,024,751)
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(734,201)
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Share of the profit of
associates
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(31,979)
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492,525
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(89,025)
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341,403
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Income before
income tax
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5,526,957
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6,840,525
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2,801,882
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2,643,351
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Income tax for the
period
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6
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(2,329,885)
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(2,987,539)
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(612,475)
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(713,193)
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Net income for
the period
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3,197,072
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3,852,986
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2,189,407
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1,930,158
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Total
comprehensive income for the period
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3,197,072
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3,852,986
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2,189,407
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1,930,158
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Attributable
to:
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- Equity holders of the
parent
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3,177,244
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3,623,720
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2,194,480
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1,653,872
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- Non-controlling
interests
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19,828
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229,266
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(5,073)
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276,286
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3,197,072
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3,852,986
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2,189,407
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1,930,158
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- Basic and
diluted earnings per share (ARS)
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2.11
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2.41
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1.46
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1.10
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-3-
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English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
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CENTRAL
PUERTO S.A.
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CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
as
at June 30, 2020
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06-30-2020
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12-31-2019
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Notes
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Unaudited
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Audited
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ARS
000
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ARS
000
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Assets
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Non-current
assets
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Property, plant and
equipment
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67,066,257
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64,403,725
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Intangible
assets
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7,099,914
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8,029,670
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Investment in
associates
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3,769,902
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3,919,621
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Trade and other
receivables
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7.1
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26,396,121
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27,545,418
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Other non-financial
assets
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8.1
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533,241
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782,868
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Inventories
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155,762
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163,766
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105,021,197
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104,845,068
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Current
assets
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Inventories
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884,140
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746,983
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Other non-financial
assets
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8.1
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1,021,426
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1,143,030
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Trade and other
receivables
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7.1
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14,460,513
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17,767,078
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Other financial
assets
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7.5
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4,436,505
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8,745,249
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Cash and cash
equivalents
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2,132,306
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1,696,935
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22,934,890
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30,099,275
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Total
assets
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127,956,087
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134,944,343
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Equity
and liabilities
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Equity
|
|
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Capital
stock
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1,514,022
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1,514,022
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Adjustment to
capital stock
|
|
21,126,025
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21,126,025
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Legal
reserve
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|
3,202,398
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2,702,087
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Voluntary
reserve
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|
40,450,730
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30,114,738
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Other equity
accounts
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|
(1,640,520)
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-
|
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Retained
earnings
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|
3,177,244
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10,836,303
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|
Equity
attributable to holders of the parent
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67,829,899
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66,293,175
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Non-controlling
interests
|
|
71,627
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898,203
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|
Total
equity
|
|
67,901,526
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67,191,378
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Non-current
liabilities
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|
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Other non-financial
liabilities
|
8.2
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4,741,259
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4,946,614
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Other loans and
borrowings
|
7.3
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29,283,170
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34,858,710
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Compensation and
employee benefits liabilities
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8.3
|
280,929
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260,446
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Provisions
|
|
32,297
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10,621
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Deferred income tax
liabilities
|
6
|
7,417,832
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7,167,934
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|
|
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41,755,487
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47,244,325
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Current
liabilities
|
|
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Trade and other
payables
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7.2
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2,019,064
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6,701,367
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Other non-financial
liabilities
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8.2
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1,125,985
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1,970,105
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Other loans and
borrowings
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7.3
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13,007,827
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9,116,881
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Compensation and
employee benefits liabilities
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8.3
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595,612
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793,687
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Income tax
payable
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|
1,523,250
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1,895,412
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Provisions
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27,336
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31,188
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|
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18,299,074
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20,508,640
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Total
liabilities
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60,054,561
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67,752,965
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Total
equity and liabilities
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127,956,087
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134,944,343
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-4-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
CENTRAL PUERTO S.A.
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CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
for
the six-month period ended June 30, 2020
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Attributable to
holders of the parent
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||||||
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Capital
stock
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Retained
earnings
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|
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||
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Face value
(1)
|
Adjustment to
capital stock
|
Legal
reserve
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Voluntary
reserve
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Other
equity
accounts
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Unappropriated
retained earnings
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Total
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Non-controlling
interests
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Total
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|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
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As of January
1, 2020
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1,514,022
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21,126,025
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2,702,087
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30,114,738
|
-
|
10,836,303
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66,293,175
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898,203
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67,191,378
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|
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|
|
|
|
|
|
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|
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Net income for the
period
|
-
|
-
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-
|
-
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-
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3,177,244
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3,177,244
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19,828
|
3,197,072
|
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
-
|
-
|
3,177,244
|
3,177,244
|
19,828
|
3,197,072
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in legal
reserve
|
-
|
-
|
500,311
|
-
|
-
|
(500,311)
|
-
|
-
|
-
|
|
Increase in voluntary
reserve
|
-
|
-
|
-
|
10,335,992
|
-
|
(10,335,992)
|
-
|
-
|
-
|
|
Dividends in cash distributed by a
subsidiary (2)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(52,555)
|
(52,555)
|
|
Transaction with non-controlling
interest (Note 10)
|
-
|
-
|
-
|
-
|
(1,640,520)
|
-
|
(1,640,520)
|
(795,245)
|
(2,435,765)
|
|
Share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,396
|
1,396
|
|
As of
June 30, 2020
|
1,514,022
|
21,126,025
|
3,202,398
|
40,450,730
|
(1,640,520)
|
3,177,244
|
67,829,899
|
71,627
|
67,901,526
|
(1)
A subsidiary holds
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.
-5-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
for
the six-month period ended June 30, 2019
|
|
Attributable to
holders of the parent
|
|
|
|||||
|
|
Capital
stock
|
Retained
earnings
|
|
|
|
|
||
|
|
Face value
(1)
|
Adjustment to
capital stock
|
Legal
reserve
|
Voluntary
reserve
|
Unappropriated
retained earnings
|
Total
|
Non-controlling
interests
|
Total
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
|
|
|
As of January
1, 2019
|
1,514,022
|
21,126,025
|
669,954
|
7,699,679
|
25,713,984
|
56,723,664
|
817,232
|
57,540,896
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the
period
|
-
|
-
|
-
|
-
|
3,623,720
|
3,623,720
|
229,266
|
3,852,986
|
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
-
|
3,623,720
|
3,623,720
|
229,266
|
3,852,986
|
|
|
|
|
|
|
|
|
|
|
|
Increase in legal
reserve
|
-
|
-
|
2,032,132
|
-
|
(2,032,132)
|
-
|
-
|
-
|
|
Increase in voluntary
reserve
|
-
|
-
|
-
|
23,681,852
|
(23,681,852)
|
-
|
-
|
-
|
|
Contributions from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
220,272
|
220,272
|
|
Dividends in cash distributed by a
subsidiary (2)
|
-
|
-
|
-
|
-
|
-
|
-
|
(26,388)
|
(26,388)
|
|
Share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
17,138
|
17,138
|
|
As of
June 30, 2019
|
1,514,022
|
21,126,025
|
2,702,086
|
31,381,531
|
3,623,720
|
60,347,384
|
1,257,520
|
61,604,904
|
(1)
A subsidiary holds
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 23,
2019.
-6-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
CONSOLIDATED
STATEMENT OF CASH FLOWS
for
the six-month period ended June 30, 2020
|
|
06-30-2020
|
06-30-2019
|
|
|
Unaudited
|
|
|
|
ARS
000
|
ARS
000
|
|
|
|
|
|
Operating
activities
|
|
|
|
Income for the
period before income tax
|
5,526,957
|
6,840,525
|
|
|
|
|
|
Adjustments
to reconcile income for the period before income tax to net cash
flows:
|
|
|
|
Depreciation of
property, plant and equipment
|
1,470,027
|
923,325
|
|
Amortization of
intangible assets
|
973,744
|
316,359
|
|
Impairment of
property, plant and equipment
|
1,251,730
|
-
|
|
Discount of
accounts receivables and payables, net
|
39,019
|
39
|
|
Interest earned
from customers
|
(1,450,213)
|
(2,552,831)
|
|
Trade and tax
interests lost
|
295,274
|
120,944
|
|
Finance
income
|
(1,531,899)
|
(1,391,699)
|
|
Finance
expenses
|
9,495,089
|
3,023,663
|
|
Share of the profit
of associates
|
31,979
|
(492,525)
|
|
Share-based
payments
|
1,396
|
17,138
|
|
Movements in
provisions and long-term employee benefit plan expense
|
56,651
|
110,414
|
|
Foreign exchange
difference for trade receivables
|
(5,649,993)
|
(3,074,724)
|
|
Loss on net
monetary position
|
(4,428,558)
|
(3,841,108)
|
|
|
|
|
|
Working
capital adjustments:
|
|
|
|
Decrease in trade
and other receivables
|
8,513,917
|
9,355,767
|
|
Decrease in other
non-financial assets and inventories
|
203,059
|
90,645
|
|
(Decrease) Increase
in trade and other payables, other non-financial liabilities and
liabilities from employee benefits
|
(5,649,782)
|
610,649
|
|
|
9,148,397
|
10,056,581
|
|
Interest received
from customers
|
1,282,441
|
2,425,474
|
|
Income tax
paid
|
(2,225,333)
|
(8,753,407)
|
|
Net
cash flows provided by operating activities
|
8,205,505
|
3,728,648
|
|
|
|
|
|
Investing
activities
|
|
|
|
Purchase of
property, plant and equipment
|
(5,929,490)
|
(7,986,902)
|
|
Acquisition of
Thermal Station Brigadier López
|
-
|
(9,617,330)
|
|
Dividends
received
|
117,634
|
133,163
|
|
Sale of
available-for-sale financial assets, net
|
2,766,959
|
708,415
|
|
Net
cash flows used in investing activities
|
(3,044,897)
|
(16,762,654)
|
|
|
|
|
|
Financing
activities
|
|
|
|
Bank and investment
accounts overdrafts received (paid), net
|
(2,000,857)
|
821,758
|
|
Long-term loans
received
|
-
|
14,811,924
|
|
Long-term loans
paid
|
(718,619)
|
(527,172)
|
|
Interest and other
financial costs paid
|
(1,440,690)
|
(1,647,749)
|
|
Contributions from
non-controlling interests
|
-
|
220,272
|
|
Dividends
paid
|
(52,555)
|
(26,388)
|
|
Net
cash flows (used in) provided by financing activities
|
(4,212,721)
|
13,652,645
|
|
|
|
|
|
Increase
in cash and cash equivalents
|
947,887
|
618,639
|
|
Exchange difference
and other financial results
|
(364,199)
|
9,201
|
|
Monetary results
effect on cash and cash equivalents
|
(148,317)
|
129,030
|
|
Cash and cash
equivalents as of January 1
|
1,696,935
|
401,819
|
|
Cash
and cash equivalents as of June 30
|
2,132,306
|
1,158,689
|
-7-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for
the six-month period ended June 30, 2020
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.
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”.
In
order to carry out its electric energy generation activity the
Group owns 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. Our
Puerto complex’s facilities include steam turbines plants and
a Combined Cycle plant and has a current installed capacity of
1,714 MW.
-
Our Luján de
Cuyo plants are located in Luján de Cuyo, Province of Mendoza
and have an installed capacity of 595 MW and a steam generating
capacity of 125 tons per hour.
-
The Group also owns
the concession right of the Piedra del Águila hydroelectric
power plant located at the edge of Limay river in Neuquén
province. Piedra del Águila has four 360 MW generating
units.
-
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
operation of the thermal plant Central Vuelta de Obligado, with an
installed capacity of 816 MW.
-
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
Group is also engaged in the natural gas distribution public sector
service in the Cuyo and Centro regions in Argentina, through its
equity investees belonging to ECOGAS Group.
Through
its subsidiary Proener S.A., the Group sells and transports any
type of fuels both in the country and abroad. Moreover, 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 of CP Renovables S.A. (“CPR”) and its
subsidiaries, Vientos La Genoveva S.A.U. and Vientos La Genoveva II
S.A.U. the Group takes part on the development and performance of
energy projects based on the use of renewable energy
sources.
-8-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
The
issuance of Group’s condensed consolidated financial
statements of the six-month period ended June 30, 2020 was approved
by the Company’s Board of Directors on August 26,
2020.
1.1. Amendments
to Wholesale Electricity Market (“WEM”) regulations
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 1680 $/MWh.
-
The remuneration
price in MTR hours for thermal power stations is 37500 $/MWh -
month, and in hydraulic power stations with power lower than 300 MW
is 32500 $/MWh - month and in hydraulic power stations with power
higher than 300 MW, it is 27500 $/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
|
|
FRPHMRT
|
||||||
|
|
Summer
|
|
Autumn
|
|
Winter
|
|
Spring
|
|
|
|
|
|
|
|
|
|
|
|
|
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 360000 $/MW - month for the six months
of highest seasonal demand of electric energy (December, January,
February, June, July and August) and 270000 $/MWh - month for the
remaining six months of the year (March, April, May, September,
October and November).
-9-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
-
The Power Base
Price for hydraulic generators is:
|
Hidro scale
|
|
PowerBasePrice [$/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.
1.2.
Investment
in TSM and TMB
The
Group has an interest in TSM and TMB, which are engaged in managing
the purchase of equipment, and building, operating and maintaining
the power plants. 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, we were 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. At the issue date of these financial statements,
the Company is evaluating future steps. Moreover, on May 4 and 8,
2020, the Company attended the Special Shareholders’ Meetings
of TMB and TSM, respectively, in which it allowed for the admission
of the Argentine government as shareholder of TSM and TMB in
accordance with the shareholding interest claimed by the Argentine
government so as to comply with the condition precedent imposed for
the admission of the Argentine government and in order to allow the
respective trusts to transfer the trusted property (corresponding
to the generation power stations) to the companies TSM and TMB
(beneficiaries of the trusts agreements). However, in both cases,
the corresponding reservation of rights to continue the already
commenced complaints abovementioned was made. At the date of
issuance of these financial statements, the Argentine Government
has not subscribed the TSM and TMB shares.
-10-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
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 Manuel Belgrano and b)
on January 9, 2020 an amendment addenda of the Operation and
Maintenance Agreement (“OMA”) of Thermal San
Martín, for which the validity of TMB and TSM OMA was extended
until the effective transference of the trust’s liquidation
equity.
2.
Basis
of preparation of the consolidated financial
statements
2.1.
Applied
professional accounting standards
The
Company prepares its condensed consolidated financial statements
pursuant to the regulations in force of the Argentine Securities
Commission (CNV) on Chapter III, Title IV of the CNV Regulations
(N.T. 2013 as amended). Under section 1 of such section of the
Regulations, companies issuing negotiable instruments must present
their condensed consolidated financial statements applying
Technical Resolution 26 of the Argentine Federation of Professional
Councils in Economic Sciences (“FACPCE”), which
resolution establishes the application of the International
Financial Reporting Standards (“IFRS”) issued by the
International Accounting Standards Board (“IASB”), its
amendments and adoption circulars of IFRS that FACPCE may establish
in accordance with such Technical Resolution. Interim condensed
financial statements must apply the International Accounting
Standard 34 (“IAS”) “Interim Financial
Reporting”.
2.2.
Basis
of presentation and consolidation
These
condensed consolidated financial statements for the six-month
period ended June 30, 2020 were prepared applying the financial
information framework prescribed by CNV as mentioned in note
2.1.
In
preparing these condensed consolidated financial statements, the
Group applied the significant accounting policies, estimates and
assumptions described in notes 2.3 and 2.4 of the issued financial
statements for the year ended December 31, 2019.
These
condensed consolidated financial statements include all the
necessary information for a proper understanding by their users of
the relevant facts and transactions subsequent to the issuance of
the last annual financial statements for the year ended December
31, 2019 and up to the date of these interim condensed consolidated
financial statements. However, these condensed consolidated
financial statements include neither all the information nor the
disclosures required for the annual financial statements prepared
in accordance with IAS 1 (Presentation of financial statements).
Therefore, these condensed consolidated financial statements must
be read together with the annual financial statements for the year
ended December 31, 2019.
The
Group’s condensed 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.
2.2.1.
Measuring
unit
The
condensed consolidated financial statements as at June 30, 2020,
including the figures for the previous period were restated to
consider the changes in the general purchasing power of the
functional currency of the Group (Argentine peso) pursuant to IAS
29 and General Resolution no. 777/2018 of the Argentine Securities
Commission. Consequently, the financial statements are stated in
the current measurement unit at the end of the reported
period.
-11-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
The
effects caused by the application of IAS 29 are detailed in Note
2.2.2 to the issued consolidated financial statements for the year
ended December 31, 2019.
The
inflation was 13.59% and 22.40% in the six-month periods ended June
30, 2020 and 2019, respectively.
2.3.
Changes
in accounting policies
New
standards and interpretations adopted
As from
the fiscal year beginning January 1, 2020, the Group has applied
for the first time certain new and/or amended standards and
interpretations as issued by the IASB.
Below
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.
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 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 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 financial information about a specific
reporting entity.”
The
amendment to the definition of material has not had a significant
impact on the consolidated financial statements of the
Group.
2.4.
Property,
plant and equipment impairment
At
every period closing date, the Group evaluates if there is any
triggering event of an individual component or group of property,
plant and equipment that may have their value impaired. Should such
event exist, the impairment test for an asset is then required, and
the Group estimates the recoverable amount of such asset. The
recoverable amount of an asset is the highest amount between the
fair value less costs of sale of such asset and its value in use.
Such recoverable amount is determined for an individual asset,
unless the individual asset does not generate cash flows
substantially independent from the other assets or group of assets;
in such case, the cash flows of the group of assets forming the
cash-generation unit to which they belong are considered. When the
book value of an individual asset or a cash-generation unit exceeds
its recoverable amount, the individual asset, or in its case the
cash-generation unit, is considered as impaired and its value is
reduced to its recoverable amount.
-12-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
The
Group has identified as triggering events of potential impairment
of the gas turbines held by the Company the lack of certainty
regarding new projects that would allow the use of the acquired
turbines, which was also affected by the COVID-19 pandemic
described in note 14.
Consequently, the
Group has revised the recoverability of its turbines, included in
the sub-item of property, plant and equipment under the same name,
as at June 30, 2020, as individual assets, and has estimated that
the book value of the generation groups Siemens, which are storaged
in the supplier´s facilities, and the generation group General
Electric, which is storaged in Central Nuevo Puerto facilities,
exceed its recoverable value by 1,251,730. To determine the
recoverable amount of such generation groups, the Group has
estimated the fair value less costs of sale, basing its estimate on
a purchase offer received under the framework of negotiations for
the potential sale of the generation groups Siemens, since such
offer represents the fair value of the turbines at period-end. The
charge for the impairment of the above-mentioned turbines was
recorded in the item “Property, plant and equipment
impairment” of the consolidated income statement for the
six-month period ended June 30, 2020. After recognizing the
impairment, the book value of the above-mentioned Siemens and
General Electric generation groups amounts to 1,957,397 and
877,489, respectively.
3.
Operating
segments
The
following provides summarized information about the net income from
continuing operations of the operating segments for the six-month
periods ended June 30, 2020 and 2019:
|
2020
|
Electric Power
Generation from conventional sources
|
Electric Power
Generation from renewable sources
|
Natural Gas
Transport and Distribution (1) (2)
|
Others
(1)
|
Adjustmentsand
Eliminations
|
Total
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
|
Revenues
|
12,441,161
|
2,716,413
|
6,060,483
|
618,986
|
(6,218,175)
|
15,618,868
|
|
Cost of sales
|
(5,883,172)
|
(681,392)
|
(5,202,352)
|
(475,405)
|
5,370,257
|
(6,872,064)
|
|
Administrative and selling
expenses
|
(1,050,466)
|
(163,956)
|
(1,189,672)
|
-
|
1,189,672
|
(1,214,422)
|
|
Other operating
income
|
6,961,797
|
137,986
|
154,990
|
5,979
|
(154,990)
|
7,105,762
|
|
Other operating
expenses
|
(279,056)
|
(69,947)
|
(86,363)
|
(512)
|
86,363
|
(349,515)
|
|
Impairment of property, plant and
equipment
|
(1,251,730)
|
-
|
-
|
-
|
-
|
(1,251,730)
|
|
Operating
income
|
10,938,534
|
1,939,104
|
(262,914)
|
149,048
|
273,127
|
13,036,899
|
|
|
|
|
|
|
|
|
|
Other (expenses)
income
|
(7,103,578)
|
(2,642,480)
|
(121,336)
|
(3,241)
|
30,808
|
(9,839,827)
|
|
Net income (loss) for the
segment
|
3,834,956
|
(703,376)
|
(384,250)
|
145,807
|
303,935
|
3,197,072
|
|
Share in the net
income (loss) for the segment
|
3,834,956
|
(703,376)
|
(34,138)
|
99,630
|
-
|
3,197,072
|
|
2019
|
Electric Power
Generation from conventional sources
|
Electric Power
Generation from renewable sources
|
Natural Gas
Transport and Distribution (1) (2)
|
Others
(1)
|
Adjustmentsand
Eliminations
|
Total
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
|
Revenues
|
16,240,094
|
1,373,283
|
15,169,468
|
896,375
|
(15,623,312)
|
18,055,908
|
|
Cost of sales
|
(9,689,335)
|
(372,282)
|
(11,368,800)
|
(618,398)
|
11,648,583
|
(10,400,232)
|
|
Administrative and selling
expenses
|
(1,165,865)
|
(145,354)
|
(1,934,028)
|
-
|
1,934,028
|
(1,311,219)
|
|
Other operating
income
|
5,559,661
|
60,732
|
529,501
|
7,935
|
(529,501)
|
5,628,328
|
|
Other operating
expenses
|
(190,753)
|
(13,214)
|
(33,992)
|
(18,615)
|
33,992
|
(222,582)
|
|
Operating
income
|
10,753,802
|
903,165
|
2,362,149
|
267,297
|
(2,536,210)
|
11,750,203
|
|
|
|
|
|
|
|
|
|
Other (expenses)
income
|
(8,294,090)
|
(63,981)
|
(1,205,463)
|
(110,747)
|
1,777,064
|
(7,897,217)
|
|
Net income (loss) for the
segment
|
2,459,712
|
839,184
|
1,156,686
|
156,550
|
(759,146)
|
3,852,986
|
|
Share in the net
income (loss) for the segment
|
2,459,712
|
839,184
|
465,157
|
88,933
|
-
|
3,852,986
|
(1)
Includes
information from associates.
(2)
Includes income
(expenses) related to resale of gas transport and distribution
capacity.
-13-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
4.
Revenues
|
|
6
months
|
3
months
|
||
|
|
01-01-2020 to
06-30-2020
|
01-01-2019 to
06-30-2019
|
04-01-2020 to
06-30-2020
|
04-01-2019 to
06-30-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
Revenues from Resolution 1,
Resolution 31, Resolution 19,
SGE Resolution 70/2018 and amendments
|
7,438,512
|
15,873,004
|
2,969,667
|
7,220,256
|
|
Sales under
contracts
|
7,338,559
|
1,588,041
|
3,768,729
|
778,752
|
|
Steam sales
|
380,503
|
152,332
|
190,279
|
75,194
|
|
Resale of gas transport and
distribution capacity
|
142,822
|
165,810
|
78,620
|
86,749
|
|
Revenues from CVO thermal plant
management
|
318,472
|
276,721
|
176,127
|
146,512
|
|
|
15,618,868
|
18,055,908
|
7,183,422
|
8,307,463
|
5.
Other
income and expenses
5.1.
Other
operating income
|
|
6
months
|
3
months
|
||
|
|
01-01-2020 to
06-30-2020
|
01-01-2019 to
06-30-2019
|
04-01-2020 to
06-30-2020
|
04-01-2019 to
06-30-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
Interest earned from
customers
|
1,450,213(1)
|
2,552,831(1)
|
642,348(3)
|
2,069,134(3)
|
|
Foreign exchange difference,
net
|
5,649,993(2)
|
3,074,724(2)
|
3,093,431(4)
|
(1,001,241)(4)
|
|
Others
|
5,556
|
773
|
(4,058)
|
773
|
|
|
7,105,762
|
5,628,328
|
3,731,721
|
1,068,666
|
(1)
Includes 503 and
19,625 related to receivables under FONINVEMEM I and II Agreements
for the six-month periods ended June 30, 2020 and 2019,
respectively. It also includes 730,597 and 1,839,368 related to CVO
receivables for the six-month periods ended June 30, 2020 and 2019,
respectively.
(2)
Includes 16,961 and
284,640 related to receivables under FONINVEMEM I and II Agreements
for the six-month periods ended June 30, 2020 and 2019,
respectively. It also includes 5,136,496 and 2,967,430 related to
CVO receivables for the six-month periods ended June 30, 2020 and
2019, respectively.
(3)
Includes 8,641
related to receivables under FONINVEMEM I and II Agreements for the
three-month period ended June 30, 2019, respectively. It also
includes 335,574 and 1.497,105 related to CVO receivables for the
three-month periods ended June 30, 2020 and 2019,
respectively.
(4)
Includes 96,431
related to receivables under FONINVEMEM I and II Agreements for the
three-month period ended June 30, 2019, respectively. It also
includes 2,868,619 y (1,063,814) related to CVO receivables for the
three-month periods ended June 30, 2020 and 2019,
respectively.
5.2.
Other
operating expenses
|
|
6
months
|
3
months
|
||
|
|
01-01-2020 to
06-30-2020
|
01-01-2019 to
06-30-2019
|
04-01-2020 to
06-30-2020
|
04-01-2019 to
06-30-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
(Charge) Recovery related to
discount of tax credits
|
(39,019)
|
-
|
8,891
|
-
|
|
Recovery (Charge) related to the
provision for lawsuits and claims
|
145
|
(80,175)
|
(339)
|
(43,293)
|
|
Charge related to the allowance for
doubtful accounts
|
(3,351)
|
(1,503)
|
(3,571)
|
(1,342)
|
|
Interests
|
(295,274)
|
(120,944)
|
(168,666)
|
(106,121)
|
|
Others
|
(12,016)
|
(19,960)
|
(12,016)
|
(17,735)
|
|
|
(349,515)
|
(222,582)
|
(175,701)
|
(168,491)
|
-14-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
5.3.
Finance
income
|
|
6
months
|
3
months
|
||
|
|
01-01-2020 to
30-06-2020
|
01-01-2019 to
30-06-2019
|
04-01-2020 to
30-06-2020
|
04-01-2019 to
30-06-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
Interest earned
|
75,326
|
44,111
|
10,848
|
16,075
|
|
Net income on financial assets at
fair value through profit or loss (1)
|
1,203,016
|
716,466
|
1,130,251
|
327,239
|
|
Foreign exchange
differences
|
253,557
|
631,122
|
245,835
|
450,615
|
|
|
1,531,899
|
1,391,699
|
1,386,934
|
793,929
|
(1)
Net of 13,874 and
69,008 corresponding to turnover tax for the six-month periods
ended June 30, 2020 and 2019, respectively and net of 7,128 and
42,995 for the three-month periods ended June 30, 2020 and 2019,
respectively.
5.4.
Finance
expenses
|
|
6
months
|
3
months
|
||
|
|
01-01-2020 to
30-06-2020
|
01-01-2019 to
30-06-2019
|
04-01-2020 to
30-06-2020
|
04-01-2019 to
30-06-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
Interest on loans and borrowings
from CAMMESA
|
(1,573,295)
|
(1,534,228)
|
(651,964)
|
(816,372)
|
|
Foreign exchange
differences
|
(6,815,916)
|
(1,225,581)
|
(4,161,094)
|
256,953
|
|
Bank commissions for loans and
others
|
(158,903)
|
(29,190)
|
(55,233)
|
(12,760)
|
|
Others
|
(946,975)
|
(234,664)
|
(156,460)
|
(162,022)
|
|
|
(9,495,089)
|
(3,023,663)
|
(5,024,751)
|
(734,201)
|
6.
Income
tax
The
major components of income tax during the six-month periods ended
June 30, 2020 and 2019, are the following:
Consolidated
statements of income and comprehensive income
|
|
6
months
|
3
months
|
||
|
|
01-01-2020 to
30-06-2020
|
01-01-2019 to
30-06-2019
|
04-01-2020 to
30-06-2020
|
04-01-2019 to
30-06-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
Current income
tax
|
|
|
|
|
|
|
|
|
|
|
|
Income tax charge for the
period
|
(2,167,097)
|
(3,583,736)
|
(984,232)
|
(1,295,924)
|
|
Adjustment related to current
income tax for the prior period
|
87,110
|
30,854
|
87,110
|
30,854
|
|
|
|
|
|
|
|
Deferred income
tax
|
|
|
|
|
|
|
|
|
|
|
|
Related to the net variation in
temporary differences
|
(249,898)
|
565,343
|
284,647
|
551,877
|
|
Income
tax
|
(2,329,885)
|
(2,987,539)
|
(612,475)
|
(713,193)
|
-15-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
The
reconciliation between income tax in the consolidated statement of
income and the accounting income multiplied by the statutory income
tax rate for the six-month periods ended June 30, 2020 and 2019, is
as follows:
|
|
6
months
|
3
months
|
||
|
|
01-01-2020 to
30-06-2020
|
01-01-2019 to
30-06-2019
|
04-01-2020 to
30-06-2020
|
04-01-2019 to
30-06-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
Income before
income tax
|
5,526,957
|
6,840,525
|
2,801,882
|
2,643,351
|
|
|
|
|
|
|
|
At statutory income tax rate of
30%
|
(1,658,087)
|
(2,052,157)
|
(840,564)
|
(793,005)
|
|
Share of the profit of
associates
|
(2,185)
|
(3,439)
|
1,325
|
(10,394)
|
|
Effect related to statutory income
tax rate change (1)
|
550,771
|
77,943
|
(47,153)
|
(20,178)
|
|
Effect related to the discount of
income tax payable
|
234,064
|
(460,575)
|
49,621
|
(83,749)
|
|
Adjustment related to current
income tax for the prior period
|
87,109
|
30,854
|
87,111
|
30,854
|
|
Loss on net monetary
position
|
(1,817,549)
|
(580,142)
|
212,183
|
163,293
|
|
Others
|
275,992
|
(23)
|
(74,998)
|
(14)
|
|
Income tax for
the period
|
(2,329,885)
|
(2,987,539)
|
(612,475)
|
(713,193)
|
(1)
Effect of applying the changes in the statutory income tax rate
established by Law 27,430 and Law 27,541, as described in Note 20
to the issued consolidated financial statements of December 31,
2019, to the deferred assets and liabilities, according to its
expected term of realization and settlement,
respectively.
Deferred
income tax
Deferred income tax
relates to the following:
|
|
Consolidated
statement of financial position
|
Consolidated
statement of income and comprehensive income
|
||
|
|
06-30-2020
|
12-31-2019
|
06-30-2020
|
06-30-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
Provisions and
others
|
(195,608)
|
51,946
|
(247,554)
|
30,933
|
|
Trade
receivables
|
4,362
|
4,077
|
285
|
-
|
|
Other financial
assets
|
(74,752)
|
(312,852)
|
238,100
|
(56,721)
|
|
Employee benefit
liability
|
78,380
|
90,900
|
(12,520)
|
(6,177)
|
|
Receivables and other non-financial
liabilities
|
-
|
-
|
-
|
455
|
|
Investments in
associates
|
(864,882)
|
(869,905)
|
5,023
|
(136,268)
|
|
Property, plant and equipment -
Material & spare parts - Intangible assets
|
(4,959,102)
|
(5,196,823)
|
237,721
|
38,823
|
|
Deferred tax
income
|
(2,386,605)
|
(2,392,307)
|
5,702
|
792,529
|
|
Tax loss
carry-forward
|
1,923,610
|
1,878,649
|
44,961
|
(98,231)
|
|
Tax inflation adjustment -
Asset
|
245,967
|
510,198
|
(264,231)
|
-
|
|
Tax inflation adjustment -
Liability
|
(1,189,202)
|
(931,817)
|
(257,385)
|
-
|
|
Deferred income
tax (expense) income
|
|
|
(249,898)
|
565,343
|
|
Deferred income
tax liabilities, net
|
(7,417,832)
|
(7,167,934)
|
|
|
Deferred
income tax liability, net, disclosed in the consolidated statement
of financial position
|
|
Consolidated
statement of financial position
|
|
|
|
06-30-2020
|
12-31-2019
|
|
|
ARS
000
|
ARS
000
|
|
|
|
|
|
Deferred income tax
asset
|
2,252,319
|
1,288,217
|
|
Deferred income tax
liability
|
(9,670,151)
|
(8,456,151)
|
|
Deferred
income tax liability, net
|
(7,417,832)
|
(7,167,934)
|
-16-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
7.
Financial
assets and liabilities
7.1.
Trade
and other receivables
|
|
06-30-2020
|
12-31-2019
|
|
|
ARS
000
|
ARS
000
|
|
|
|
|
|
Non-current:
|
|
|
|
Trade receivables -
CAMMESA
|
26,396,078
|
27,545,369
|
|
Guarantee
deposits
|
43
|
49
|
|
|
26,396,121
|
27,545,418
|
|
|
|
|
|
Current:
|
|
|
|
Trade receivables -
CAMMESA
|
11,340,795
|
15,673,186
|
|
Trade receivables -
YPF SA and YPF Energía Eléctrica SA
|
278,469
|
359,175
|
|
Trade receivables -
Large users
|
902,024
|
453,610
|
|
Receivables from
associates, shareholders and other related parties
|
181,769
|
927
|
|
Other
receivables
|
1,773,340
|
1,294,434
|
|
|
14,476,397
|
17,781,332
|
|
|
|
|
|
Allowance for
doubtful accounts - Exhibit E
|
(15,884)
|
(14,254)
|
|
|
14,460,513
|
17,767,078
|
FONINVEMEM I and II: 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 those dates, CAMMESA has made all payments of
principal and interest in accordance with the above-mentioned
contractual agreements.
During
the six-month periods ended June 30, 2020 and 2019 collections of
these receivables amounted to 279,774 and 635,489,
respectively.
As
mentioned in Note 1.2.a) to the issued consolidated financial
statements for the year ended December 31, 2019, during the
six-month period ended June 30, 2020 the last installments from the
total 120 installments that were established by TMB and TSM
agreements, respectively, were collected.
CVO receivables: As described in note
1.2.a) to the issued consolidated financial statements as of
December 31, 2019, in 2010 the Company approved a new agreement
with the former Energy Secretariat (the “CVO
agreement”) and as from March 20, 2018, CAMMESA granted the
commercial operations as a combined cycle of Central Vuelta de
Obligado thermal power plant (the “Commercial
Approval”).
Receivables under
CVO agreement are disclosed under “Trade receivables -
CAMMESA”. CVO receivables are expressed in USD and they
accrue LIBOR interest at a 5% rate.
As a
consequence of the Commercial Approval and in accordance with the
CVO agreement, the Company collects the CVO receivables converted
in US dollars in 120 equal and consecutive
installments.
During
the six-month period ended June 30, 2020 and 2019, collections of
CVO receivables amounted to 2,707,647 and 5,613,058,
respectively.
The
information on the Group’s objectives and credit risk
management policies is included in Note 17 to the issued
consolidated financial statements as of December 31,
2019.
-17-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
The
breakdown by due date of trade and other receivables due as of the
related dates is as follows:
|
|
|
|
Past
due
|
||||
|
|
Total
|
To
due
|
90
days
|
90-180
days
|
180-270
days
|
270-360
days
|
More than 360
days
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
|
|
06-30-20
|
40,856,634
|
38,134,243
|
2,683,198
|
-
|
17,742
|
3,991
|
17,460
|
|
12-31-19
|
45,312,496
|
41,881,764
|
3,405,735
|
4,866
|
4,087
|
-
|
16,044
|
7.2.
Trade
and other payables
|
|
06-30-2020
|
12-31-2019
|
|
|
ARS
000
|
ARS
000
|
|
Current:
|
|
|
|
Trade and other
payables
|
1,997,271
|
6,318,726
|
|
Insurance
payable
|
-
|
359,930
|
|
Payables to
associates and other related parties
|
21,793
|
22,711
|
|
|
2,019,064
|
6,701,367
|
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 17 to the issued
consolidated financial statements as of December 31,
2019.
For the
terms and conditions of payables to related parties, refer to Note
10.
7.3.
Other
loans and borrowings
|
|
06-30-2020
|
12-31-2019
|
|
|
ARS
000
|
ARS
000
|
|
Non-current
|
|
|
|
|
|
|
|
Long-term loans for
project financing (Notes 7.3.1, 7.3.2, 7.3.3, 7.3.4, 7.3.5, 7.3.6
and 7.3.8)
|
28,079,579
|
34,519,981
|
|
Derivative
financial liabilities not designated as hedging instrument -
Interest rate swap (Note 7.4)
|
1,203,591
|
338,729
|
|
|
29,283,170
|
34,858,710
|
|
Current
|
|
|
|
|
|
|
|
Long-term loans for
project financing (Notes 7.3.1, 7.3.2, 7.3.3, 7.3.4, 7.3.5, 7.3.6
and 7.3.8)
|
12,988,766
|
7,431,237
|
|
Short-term loans -
Banco Macro S.A. (Note 7.3.7)
|
-
|
1,269,890
|
|
Bank and investment
accounts overdrafts
|
19,061
|
415,754
|
|
|
13,007,827
|
9,116,881
|
7.3.1.
Loans
from the IIC-IFC Facility
On
October 20, 2017 and January 17, 2018, CP La Castellana S.A.U. and
CP Achiras S.A.U. (both of which are subsidiaries of CPR),
respectively, agreed on the structuring of a series of loan
agreements in favor of CP La Castellana S.A.U. and CP Achiras
S.A.U., for a total amount of USD 100,050,000 and USD 50,700,000,
respectively, with: (i) International Finance Corporation (IFC) on
its own behalf, as Eligible Hedge Provider and
-18-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
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 Creditors”).
As of
the date of these financial statements, the loans disbursements
have been fully received by the Group.
In
accordance with the terms of the agreement subscribed by CP La
Castellana, USD 5 million accrue an interest rate equal to LIBOR
plus 3.5%, and the rest at LIBOR plus 5.25% 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 an interest rate equal to LIBOR
plus 5.25%, and the rest at LIBOR plus 4% and the loan is
amortizable quarterly in 52 equal and consecutive installments as
from May 15, 2019.
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 CP La Castellana
and CP Achiras until the projects reach the commercial operations
date) hedging agreements, guarantee trusts, a mortgage, guarantee
agreements on shares, guarantee agreements on wind turbines, direct
agreements and promissory notes have been signed.
Pursuant to these
agreements, CP Achiras, CP La Castellana and the Company have
undertaken some obligations, which are described in note 10.3.1 to
the issued financial statements as at December 31, 2019. As of June
30, 2020, the Group has met such obligations.
Under
the subscribed trust guarantee agreement, as at June 30, 2020 and
2019, there are trade receivables with specific assignment for the
amounts of 1,471,541 and 657,382, respectively.
As of
June 30, 2020, and as of December 31, 2019, the balance of these
loans amounts to 9,344,302 and 9,512,328,
respectively.
7.3.2.
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 gas turbines, equipment and related services relating to the
Luján de Cuyo project described in Note 11.2.
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 day 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, 2019 of no more
than 4.00:1.00 and (b) as from that date, no more than 3.5:1.00. As
at June 30, 2020, the Company has complied with that
requirement.
During
2019 the disbursements for this loan were fully received for a
total amount of USD 55.2 million.
As at
June 30, 2020 and December 31, 2019, the balance of this loan
amounts to 3,061,489 and 3,096,484, respectively.
-19-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
7.3.3.
Loan
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, 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 and it is amortizable quarterly in 5 equal and
consecutive installments as from 18 months from the execution of
the loan agreement.
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 June 30, 2020, the Company
has complied with such obligations.
On June
14, 2019 the loan funds were fully disbursed. As at June 30, 2020
and December 31, 2019, the balance of the loan amounts to
12,585,386 and 12,131,499, respectively.
7.3.4.
Loan
from the IFC to the subsidiary Vientos La Genoveva
S.A.U.
On June
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 Managed Co-Lending
Portfolio Program (MCPP) administered by IFC, for an amount of USD
76.1 million.
Pursuant to the
terms of the agreement subscribed with Vientos La Genoveva S.A.U.,
this loan accrues an interest rate equal to LIBOR plus 6.50% and it
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 these
agreements, the Company have undertaken some obligations, which are
described in Note 10.3.4 to the issued financial statements as at
December 31, 2019. As of June 30, 2020, the Group has met such
obligations.
On
November 22, 2019 the loan funds were fully disbursed. As at June
30, 2020 and December 31, 2019, the balance of the loan amounts to
5,253,071 and 5,056,605, respectively.
7.3.5.
Loan
from Banco de Galicia y Buenos Aires S.A. to CPR Energy Solutions
S.A.U.
On May
24, 2019, CPR Energy Solutions S.A.U. (subsidiary of CPR) entered
into a loan agreement with Banco de Galicia y Buenos Aires S.A. for
an amount of USD 12.5 million to fund the construction of the wind
farm “La Castellana II”.
According to the
executed agreement, this loan accrues a fixed interest rate equal
to 8.5% during the first year and it is amortizable quarterly in 25
installments as from May 24, 2020.
-20-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
Other
agreements and related documents, like the Collateral (in which
CPSA totally, unconditionally and irrevocably guarantees, as main
debtor, all the payment obligations assumed by CPR Energy Solutions
S.A.U. until total fulfillment of 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 other agreements
have been executed.
Pursuant to these
agreements, the Company have undertaken some obligations, which are
described in note 10.3.5 to the issued financial statements as at
December 31, 2019. As of June 30, 2020, the Group has met such
obligations.
On May
24, 2019 the loan funds were fully disbursed. As at June 30, 2020
and December 31, 2019, the balance of this loan amounts to 836,693
and 843,802, respectively.
7.3.6.
Loan
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 these
agreements, the Company have undertaken some obligations, which are
described in Note 10.3.6 to the issued financial statements as at
December 31, 2019. As of June 30, 2020, the Group has met such
obligations.
On July
23, 2019, the loan funds were fully disbursed. As of June 30, 2020
and December 31, 2019, the balance of this loan amounts to
2,507,573 and 2,547,788, respectively.
7.3.7.
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 1,269,890.
On June 19, 2020, the balance of this loan was fully paid in
advance.
7.3.8.
Financial
trust corresponding to Thermal Station Brigadier
López
As
described in Note 19.10 to the issued financial statements for the
fiscal year ended December 31, 2019, within the framework of the
acquisition of Thermal Station Brigadier López, the Company
assumed the capacity
-21-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
of
trustor in the financial trust previously entered into by
Integración Energética Argentina S.A., which was the
previous holder 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 June 30,
2020, 26 installments are to be amortized and the financial debt
balance amounts to 7,479,831. As of December 31, 2019, the balance
of this loan amounted to 8,762,712.
Under
the subscribed trust guarantee agreement, as at June 30, 2020, and
December 31, 2019, there are trade receivables with specific
assignment for the amounts of 293,027 and 633,631,
respectively.
7.3.9.
CP
Manque S.AU. and CP Los Olivos S.A.U. Program of Corporate
Bonds
On July
1, 2020, the Special Shareholders’ Meetings of CP Manque
S.A.U. and CP Los Olivos S.A.U. (both subsidiaries of CPR, and
together the “Co-issuers”) approved the creation of a
Global Program for the Co-Issuance of Simple Corporate Bonds (not
convertible into shares) by the Co-Issuers for the amount of up to
USD 100,000,000. Therefore, they approved the commencement of the
procedures for both companies to enter into the public offering
scheme. 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.
At the
issuance date of these financial statements, having made the
initial filling on July 6, 2020, the Co-Issuers were working on the
documents necessary to obtain the authorization from CNV for the
Co-Issuance for an amount of up to USD 80,000,000.
7.3.10.
CPSA
Program of Corporate Bonds
As of
this date, CPSA has a global issuance program of corporate bonds in
force for a maximum amount standing at any time during the validity
of the USD 1,000,000,000 program (or its equivalent in other
currency) to be issued as corporate bonds at short, mid or long
term, not convertible into shares, in accordance with Law No. 23576
(Corporate Bonds Act) in force for the issuance of corporate bonds,
which program was approved at the Shareholders’ Meeting of
the Company on November 20, 2014. In accordance with the
legislation in force, it shall expire on September 9,
2020.
On July
31, 2020, the Special Shareholders’ Meeting of the Company
approved the creation of a new global issuance program of corporate
bonds for a maximum amount of up to USD 500,000,000 (or its
equivalent in other currency), which shall be issued at short, mid
or long term, simple, not convertible into shares, under the terms
of the Corporate Bonds Act (the “Program”). Moreover,
the Board of Directors was granted the powers to determine and
establish the conditions of the Program and of the corporate bonds
to be issued under it provided they had not been expressly
determined at the Shareholders’ Meeting.
7.4. Quantitative
and qualitative information on fair values Valuation
techniques
The
fair value reported in connection with the financial assets 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.
Fair
value of quoted debt securities and mutual funds is based on price
quotations at the end of each reporting period.
-22-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
Fair
value hierarchy
The
following tables provides, by level within the fair value
measurement hierarchy, the Company’s financial assets, that
were measured at fair value on recurring basis as of June 30, 2020
and December 31, 2019:
|
|
|
Fair value
measurement using:
|
|||
|
06-30-2020
|
Measurement
date
|
Total
|
Level
1
|
Level
2
|
Level
3
|
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
Assets
measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets at
fair value through profit or loss
|
|
|
|
|
|
|
Mutual
funds
|
06.30.2020
|
3,035,729
|
3,035,729
|
-
|
-
|
|
Public debt
securities
|
06.30.2020
|
1,354,695
|
1,354,695
|
-
|
-
|
|
Stocks
|
06.30.2020
|
46,081
|
46,081
|
-
|
-
|
|
Total
financial assets measured at fair value
|
|
4,436,505
|
4,436,505
|
-
|
-
|
|
|
|
|
|
|
|
|
Liabilities
measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
financial liabilities not designated as hedging
instruments
|
|
|
|
|
|
|
Interest rate
swap
|
06.30.2020
|
1,203,591
|
-
|
1,203,591
|
-
|
|
Total
financial liabilities measured at fair value
|
|
1,203,591
|
-
|
1,203,591
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value
measurement using:
|
|||
|
12-31-2019
|
Measurement
date
|
Total
|
Level
1
|
Level
2
|
Level
3
|
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
Assets
measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets at
fair value through profit or loss
|
|
|
|
|
|
|
Mutual
funds
|
12.31.2019
|
4,811,319
|
4,811,319
|
-
|
-
|
|
Public debt
securities
|
12.31.2019
|
3,933,930
|
3,933,930
|
-
|
-
|
|
Total
financial assets measured at fair value
|
|
8,745,249
|
8,745,249
|
-
|
-
|
|
|
|
|
|
|
|
|
Liabilities
measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
financial liabilities not designated as hedging
instruments
|
|
|
|
|
|
|
Interest rate
swap
|
12.31.2019
|
338,729
|
-
|
338,729
|
-
|
|
Total
financial liabilities measured at fair value
|
|
338,729
|
-
|
338,729
|
-
|
There
were no transfers between hierarchies and there were not
significant variations in assets values.
The
information on the Group’s objectives and financial risk
management policies is included in Note 17 to the issued financial
statements as at December 31, 2019.
-23-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
8.
Non-financial
assets and liabilities
8.1.
Other
non-financial assets
|
|
06-30-2020
|
12-31-2019
|
|
|
ARS
000
|
ARS
000
|
|
Non-current:
|
|
|
|
Tax
credits
|
401,386
|
633,089
|
|
Income tax
credits
|
127,441
|
144,765
|
|
Prepayments to
vendors
|
4,414
|
5,014
|
|
|
533,241
|
782,868
|
|
Current:
|
|
|
|
Upfront payments of
inventories purchases
|
125,880
|
241,786
|
|
Prepayment
insurance
|
217,823
|
495,611
|
|
Tax
credits
|
610,488
|
328,606
|
|
Other
|
67,235
|
77,027
|
|
|
1,021,426
|
1,143,030
|
8.2.
Other
non-financial liabilities
|
|
06-30-2020
|
12-31-2019
|
|
|
ARS
000
|
ARS
000
|
|
Non-current:
|
|
|
|
VAT
payable
|
4,566,016
|
4,732,852
|
|
Tax on bank account
transactions payable
|
175,243
|
213,762
|
|
|
4,741,259
|
4,946,614
|
|
|
|
|
|
Current:
|
|
|
|
VAT
payable
|
857,935
|
1,575,922
|
|
Turnover tax
payable
|
56,077
|
66,718
|
|
Income tax
withholdings payable
|
38,882
|
51,903
|
|
Concession fees and
royalties
|
29,274
|
71,431
|
|
Tax on bank account
transactions payable
|
137,477
|
154,020
|
|
Others
|
6,340
|
50,111
|
|
|
1,125,985
|
1,970,105
|
8.3.
Compensation
and employee benefits liabilities
|
|
06-30-2020
|
12-31-2019
|
|
|
ARS
000
|
ARS
000
|
|
Non-current:
|
|
|
|
Employee long-term
benefits
|
280,929
|
260,446
|
|
|
|
|
|
Current:
|
|
|
|
Vacation and
statutory bonus
|
275,416
|
275,381
|
|
Contributions
payable
|
103,382
|
108,899
|
|
Bonus
accrual
|
211,791
|
404,105
|
|
Other
|
5,023
|
5,302
|
|
|
595,612
|
793,687
|
-24-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
9.
Equity
reserves
On
April 30, 2020, the Shareholders’ Meeting of the Company
approved to increase the legal reserve in the amount of 500,311 and
to allocate the remaining unappropriated earnings as of December
31, 2019 to increase the voluntary reserve by
10,335,992.
10.
Information
on related parties
The
following table provides the transactions performed and the
accounts payable to/receivable from related parties during the
corresponding period/year:
|
|
|
Income
|
Expenses
|
Receivables
|
Payables
|
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
Associates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termoeléctrica
José de San Martín S.A.
|
06-30-2020
|
253
|
-
|
51
|
-
|
|
|
06-30-2019
|
140
|
-
|
54
|
-
|
|
|
12-31-2019
|
537
|
-
|
306
|
-
|
|
|
|
|
|
|
|
|
Distribuidora de
Gas Cuyana S.A.
|
06-30-2020
|
-
|
164,566
|
-
|
21,245
|
|
|
06-30-2019
|
-
|
246,786
|
-
|
41,566
|
|
|
12-31-2019
|
-
|
492,703
|
-
|
21,919
|
|
|
|
|
|
|
|
|
Energía
Sudamericana S.A.
|
06-30-2020
|
-
|
-
|
-
|
548
|
|
|
06-30-2019
|
-
|
-
|
-
|
782
|
|
|
12-31-2019
|
-
|
-
|
-
|
622
|
|
|
|
|
|
|
|
|
Related
companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMPE
Asociados S.A.
|
06-30-2020
|
114
|
282,050
|
-
|
-
|
|
|
06-30-2019
|
111
|
175,977
|
-
|
-
|
|
|
12-31-2019
|
202
|
408,119
|
-
|
-
|
|
|
|
|
|
|
|
|
Coyserv
S.A.
|
06-30-2020
|
-
|
2,469
|
-
|
-
|
|
|
06-30-2019
|
-
|
17,635
|
-
|
-
|
|
|
12-31-2019
|
-
|
35,142
|
621
|
170
|
|
Total
|
06-30-2020
|
367
|
449,085
|
51
|
21,793
|
|
|
06-30-2019
|
251
|
440,398
|
54
|
42,348
|
|
|
12-31-2019
|
739
|
935,964
|
927
|
22,711
|
Balances
and transactions with shareholders
As at
June 30, 2020, there is a balance of 181,718 shareholders,
corresponding to the personal property tax entered by the Company
under the substitute decision maker scheme.
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. to its minority shareholder, representing
993,993,952 shares, at a value of US Dollars 0.034418 per share,
which was completely paid as of June 30, 2020 through the transfer
of financial assets. Based on the Audit Committee’s report,
the Board of the Company 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 1,640,520 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.
-25-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
This
way, CPSA’s interest in the subsidiary CP Renovables S.A.
amounts to 100% of the capital stock as at June 30,
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
six-month period ended June 30, 2020 and for the year ended
December 31, 2019, the Company 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.
11.
Contracts
and agreements
11.1.
Renewable
Energy Projects
During
2018, the wind farms belonging to CP La Castellana S.A.U. and CP
Achiras S.A.U. (CPR subsidiaries) were commissioned, with a
capacity of 100.8 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 at the
date of issuance of these financial statements. 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.
During
February 2020 the wind form belonging to CP Los Olivos S.A.U. (a
CPR subsidiary) was commissioned, with a capacity of 22.8
MW.
At the
date of issuance of these financial statements, the wind farm La
Genoveva is under construction, with a planned capacity of 88.2
MW.
In 2017
the Group entered into a power purchase agreement with CAMMESA for
La Castellana and Achiras wind farms for a 20-year term as from the
launch of the commercial operations. Likewise, during 2018 the
Group entered into a power purchase agreement with CAMMESA for La
Genoveva wind farm for a 20-year term as from the launch of the
commercial operations.
Regarding wind farm
La Castellana II, the Group entered into supply agreements with
Rayen Cura S.A.I.C. for a 7-year term and approximately 35,000
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 farm
La Genoveva II, the Group entered into a supply agreement with
Aguas y Saneamiento S.A. (AYSA) for a 10-year term from the
beginning of operations date of the wind farm and approximately
87.6 GWh/year volume. In addition, another supply agreement was
executed with PBB Polisur S.R.L. (Dow Chemical), with a term of 6
years and an estimated volume of 80 GWh/year.
Regarding 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.
-26-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
Regarding the wind
farm Los Olivos, the Group entered into a power purchase agreement
with S.A. San Miguel A.G.I.C.I. y F. for a 10-year term to supply
them 8.7 GWh/year as from the launch of commercial operations.
Also, the Group entered into a power purchase agreement with Minera
Alumbrera Limited for a 10-year term to supply them 27.4
GWh/year.
11.2.
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
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 during
2019.
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.
12.
Restrictions
on income distribution
Pursuant to the
General Legal Entities Law and the Bylaws, 5% of the profits made
during the fiscal year must be assigned to the statutory reserve
until such reserve reaches 20% of the Company’s Capital
Stock.
13.
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 the import of goods and
services, profits and dividends, commercial interests, capital
interests and interests from financing activities, formation of
external assets of legal persons, among others, shall need the
previous authorization from BCRA, except if the following can be
put on record -in return format-:
i.
That 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.).
ii.
That they commit to
settle in the Foreign Exchange Market, within 5 working days of
their availability, those funds received abroad originated in the
collection of loans granted to third parties, the collection of a
term deposit or the sale of any kind of asset, provided the asset
was acquired, the deposit was made or the loan granted after May
28, 2020.
b)
A previous
authorization shall be required to BCRA for the payment of the
imports of goods (whether advanced or deferred) until June 30,
2020, taking into account the exceptions numbered in the
communication.
-27-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
c)
BCRA’s
previous consent shall be required -until June 30, 2020- for the
access to the Foreign Exchange Market for the settlement of capital
services of financial indebtedness with foreign parties when the
creditor is a counterpart linked 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 the 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
at-sight payments of the 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.
On July
30, 2020, BCRA issued Communication “A” 7079 that
stated that the provisions on the foregoing paragraphs b) and c)
shall be valid until August 31, 2020, inclusive.
It is
important to highlight the fact that these regulations do not
prevent settlement of commercial obligations of the Company or the
obtaining and/or settlement of financial debt abroad.
Moreover, on
December 23, 2019, Law no. 27541 on “Social Solidarity and
Production Reactivation within the Public Emergency
framework” was published in the Official Gazette; and on
December 28, Decree no. 99/2019 was issued with the regulations for
the implementation of such law. The main measures in the law and
its regulations affecting the tax regime and the energy market are
the following:
Tax
obligations
a)
Income
tax
Law no.
27430 had established that for the fiscal period commenced as from
January 1, 2020, the corporate 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. 27541 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 the 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.
The
operations under this tax that may impact on the operation of the
Company are the following:
-
Purchase of foreign
notes and currency for saving or with no specific purpose (with a
monthly limit of USD 200).
-
Foreign currency
Exchange by financial entities on behalf and to the order of
purchaser or borrower with the purpose of paying acquisitions of
goods or services abroad, regardless of the method of
payment.
-28-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
-
Foreign currency
Exchange by financial entities on behalf and to the order of
purchaser or borrower living in Argentina with the purpose of
paying services rendered by persons not residing in Argentina,
regardless of the method of payment.
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. In that
sense, on February 27, 2020, Resolution no. 31 issued by the
Secretariat of Energy was published, which resolution is described
in Note 1.1.
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.
14.
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 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 this
sense, on March 20, 2020 the Argentine government issued Decree
297/2020 establishing a preventive and mandatory social isolation
policy (“the Quarantine”), as a public health measure
to contain the effects of the Covid-19 outbreak. Such decree
established that during the Quarantine people must remain in their
residence and must refrain from going to their workplaces and may
not travel along routes, roads or public spaces. Since the adoption
of the Quarantine, the government has extended it several times,
and as of the date of these financial statements the Quarantine is
expected to end on August 30, 2020. Moreover, as additional measure
to contain the virus in Argentina, international travel was
suspended (except for certain specific repatriation
flights).
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 Quarantine.
-29-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
Some of
the main identified impacts that this crisis has and may have in
the future for the Company are the following:
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, since the Quarantine began the total electric energy
demand significantly declined. This reduction is likely to have an
impact in the Group´s thermal energy generation, in particular
our units with higher heat rate (less efficient).
-
Increased delays in payments and/or risk of
uncollectability from the Group’s private clients.
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. Multiple measures
to protect the health 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 the plants in operation and works in
development. Although these measures have been effective for the
safeguard of the Group’s personnel, as of the date of these
financial statements, the Group cannot assure that none of its
employees (including key personnel) will be affected by the
Covid-19.
-
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
The
COVID-19 outbreak has had an impact on the projects currently under
construction. Therefore, delays in the project completion dates
originally planned are expected to be experienced.
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
-30-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
Note
11.1, 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: on the one hand, the impact this force
majeure event had on the project and the measures taken within the
COVID-19 protocol abovementioned; and on the other hand,
reiterating the request of not receiving sanctions for the
evidenced 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 are 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
those 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.
The
Quarantine also affected the construction of the Terminal 6-San
Lorenzo thermal plant described in Note 11.2. 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, 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
cannot comply with the committed dates on the Wholesale Demand
Agreement entered into with CAMMESA mentioned in Note 11.2, 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
those 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 wind farm 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.
The
effects of the Covid-19 crisis pose challenges to the closing of
the combined cycle at the Brigadier López plant and to the
development of the El Puesto solar farm, delaying the start of
construction of such projects, not only because of the restrictions
to the construction mentioned above, but also due to lower energy
demand and difficulties to obtain the necessary financing for the
projects in the current market situation.
In
addition, the Covid-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.
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 deterioration of the Company´s finances, in a context of
lack of access or substantial reduction of credit availability in
the financial markets.
-31-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
Natural
gas distribution operating segment
Additionally, the
Covid-19 pandemic crisis may also affect the natural gas
distribution associate’s income (ECOGAS Group). Although such
economic activity was exempt from the Quarantine, the economic
downturn as a consequence of this measure is expected to reduce the
volumes distributed to the clients. Moreover, some measures adopted
by the Argentine 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. This measure is
expected to increase the payment delays and/or the uncollectability
from such clients.
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.
-32-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
EXHIBIT A
CENTRAL
PUERTO S.A.
PROPERTY,
PLANT AND EQUIPMENT
AS
OF JUNE 30, 2020 AND DECEMBER 31, 2019
|
|
06-30-2020
|
|
||||
|
|
Cost
|
|||||
|
|
At the
beginning
|
Additions
|
Transfers
|
Disposals
|
At the
end
|
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
||||||
|
Lands and
buildings
|
7,171,403
|
-
|
(555,176)
|
-
|
6,616,227
|
|
|
Electric power
facilities
|
49,956,813
|
61,621
|
1,088,924
|
-
|
51,107,358
|
|
|
Wind turbines
|
11,218,836
|
-
|
2,427,955
|
-
|
13,646,791
|
|
|
Gas turbines
|
5,501,584
|
-
|
-
|
-
|
5,501,584
|
|
|
Construction in
progress
|
25,878,157
|
5,303,082
|
(3,447,257)
|
-
|
27,733,982
|
|
|
Other
|
2,776,323
|
65,012
|
441,566
|
(1,438)
|
3,281,463
|
|
|
Total
06-30-2020
|
102,503,116
|
5,429,715
|
(43,988)(1)
|
(1,438)
|
107,887,405
|
|
|
|
06-30-2020
|
12-31-2019
|
||||
|
|
Depreciation and
impairment
|
|
|
|||
|
|
At the
beginning
|
Charges
|
Impairment
|
At the
end
|
Net book
value
|
Net book
value
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
|
|
Lands and
buildings
|
1,000,173
|
140,303
|
-
|
1,140,476
|
5,475,751
|
6,171,230
|
|
Electric power
facilities
|
30,408,977
|
987,138
|
-
|
31,396,115
|
19,711,243
|
19,547,836
|
|
Wind turbines
|
508,729
|
331,239
|
-
|
839,968
|
12,806,823
|
10,710,107
|
|
Gas turbines
|
-
|
-
|
-
|
-
|
5,501,584
|
5,501,584
|
|
Impairment of gas turbines
(2)
|
1,414,968
|
-
|
1,251,730
|
2,666,698
|
(2,666,698)
|
(1,414,968)
|
|
Impairment of electric power
facilities and construction in progress (2)
|
2,364,945
|
(36,058)
|
-
|
2,328,887
|
(2,328,887)
|
(2,364,945)
|
|
Construction in
progress
|
-
|
-
|
-
|
-
|
27,733,982
|
25,878,157
|
|
Other
|
2,401,599
|
47,405
|
-
|
2,449,004
|
832,459
|
374,724
|
|
Total
06-30-2020
|
38,099,391
|
1,470,027
|
1,251,730
|
40,821,148
|
67,066,257
|
64,403,725
|
(1)
Transferred to
intangible assets related to transmission lines that were
transferred to electric energy transport companies.
(2)
See Note 2.3.8. to
the issued financial statements as at December 31, 2019. See Note
2.4.
-33-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
EXHIBIT B
CENTRAL PUERTO S.A.
INTANGIBLE ASSETS
AS OF JUNE 30, 2020 AND DECEMBER 31, 2019
|
|
06-30-2020
|
||
|
|
Cost
|
||
|
|
At the
beginning
|
Transfers
|
At the
end
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
Concession
right
|
13,813,025
|
-
|
13,813,025
|
|
Transmission lines and electrical
substations for wind farms
|
2,298,153
|
43,988
|
2,342,141
|
|
Turbogas and turbosteam supply
agreements for thermal station Brigadier López (“BL
contracts”)
|
6,922,807
|
-
|
6,922,807
|
|
Total
06-30-2020
|
23,033,985
|
43,988(2)
|
23,077,973
|
|
|
06-30-2020
|
12-31-2019
|
||||
|
|
Amortization and
impairment
|
|
|
|||
|
|
At
the beginning
|
%
|
Charges
|
At
the end
|
Net book
value
|
Net book
value
|
|
|
ARS
000
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
|
Concession right
|
11,509,364
|
3.3
|
287,958
|
11,797,322
|
2,015,703
|
2,303,661
|
|
Transmission lines and electrical
substations for wind farms
|
1,305,735
|
5
|
27,837
|
1,333,572
|
1,008,569
|
992,418
|
|
Turbogas and turbosteam supply
agreements for thermal station Brigadier López (“BL
contracts”)
|
965,971
|
|
827,975
|
1,793,946
|
5,128,861
|
5,956,836
|
|
BL contracts impairment
(1)
|
1,223,245
|
|
(170,026)
|
1,053,219
|
(1,053,219)
|
(1,223,245)
|
|
Total
06-30-2020
|
15,004,315
|
|
973,744
|
15,978,059
|
7,099,914
|
8,029,670
|
(1)
See Note 2.3.8. to
the issued financial statements as at December 31,
2019.
(2)
Transferred from
property, plant and equipment.
-34-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
EXHIBIT E
CENTRAL
PUERTO S.A.
ALLOWANCES
AND PROVISIONS
AS
OF JUNE 30, 2020 AND DECEMBER 31, 2019
|
|
06-30-2020
|
12-31-2019
|
||||
|
Item
|
At
beginning
|
Increases
|
Decreases
|
Recoveries
|
At
end
|
At
end
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
140,451
|
-
|
(16,807)(1)
|
-
|
123,644
|
140,451
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
|
|
|
|
|
Allowance for doubtful accounts -
Trade receivables
|
14,254
|
4,276
|
(1,721)(1)
|
(925)
|
15,884
|
14,254
|
|
Total
06-30-2020
|
154,705
|
4,276
|
(18,528)
|
(925)
|
139,528
|
|
|
Total
12-31-2019
|
167,367
|
46,063
|
(58,725)(1)
|
-
|
|
154,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for lawsuits and
claims
|
31,188
|
695
|
(3,707)(1)
|
(840)
|
27,336
|
31,188
|
|
Total
06-30-2020
|
31,188
|
695
|
(3,707)
|
(840)
|
27,336
|
|
|
Total
12-31-2019
|
939,244
|
6,000
|
(914,056)(2)
|
-
|
|
31,188
|
(1)
Income (loss) for
exposure to change in purchasing power of currency for the
period.
(2)
895.773 relates to
the adoption of IFRC 23, as described in Note 2.5 to the issued
financial statements as at December 31, 2019. The remaining effect
relates to the loss for exposure to change in purchasing power of
currency for the period.
-35-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
EXHIBIT F
CENTRAL
PUERTO S.A.
COST
OF SALES
FOR
THE SIX-MONTH AND TRHEE-MONTH PERIODS ENDED AS OF JUNE 30, 2020 AND
2019
|
|
6
months
|
3
months
|
||
|
|
01-01-2020 to
06-30-2020
|
01-01-2019 to
06-30-2019
|
04-01-2020 to
06-30-2020
|
04-01-2019 to
06-30-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
Inventories at beginning of each
period
|
910,749
|
516,511
|
921,541
|
593,708
|
|
|
|
|
|
|
|
Purchases and operating expenses
for each period:
|
|
|
|
|
|
|
|
|
|
|
|
- Purchases
|
1,366,963
|
6,222,763
|
671,066
|
2,618,046
|
|
- Operating expenses (Exhibit
H)
|
5,634,254
|
4,271,576
|
2,822,559
|
2,078,546
|
|
|
7,001,217
|
10,494,339
|
3,493,625
|
4,696,592
|
|
|
|
|
|
|
|
Inventories at the end of each
period
|
(1,039,902)
|
(610,618)
|
(1,039,902)
|
(610,618)
|
|
Total sales
costs
|
6,872,064
|
10,400,232
|
3,375,264
|
4,679,682
|
-36-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
EXHIBIT G
CENTRAL
PUERTO S.A.
FINANCIAL
ASSETS AND LIABILITIES IN FOREIGN CURRENCY AS OF JUNE 30, 2020 AND
DECEMBER 31, 2019
|
|
06-30-2020
|
12-31-2019
|
|||||
|
Account
|
Currency and
amount (in thousands)
|
Effective
exchange rate (1)
|
Bookvalue
|
Currency and
amount (in thousands)
|
Bookvalue
|
||
|
|
|
|
|
ARS
000
|
|
|
ARS
000
|
|
NON-CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
USD
|
374,648
|
70.4550(2)
|
26,395,837
|
USD
|
404,860
|
27,545,369
|
|
|
|
|
26,395,837
|
|
|
27,545,369
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
USD
|
27,307
|
70.2600
|
1,918,590
|
USD
|
29,834
|
2,022,860
|
|
|
EUR
|
2
|
78.8669
|
158
|
EUR
|
1
|
76
|
|
Other financial
assets
|
USD
|
9,992
|
70.2600
|
702,038
|
USD
|
97,220
|
6,591,872
|
|
Trade and other
receivables
|
USD
|
68,782
|
70.4550(2)
|
4,846,036
|
USD
|
79,002
|
5,375,044
|
|
|
USD
|
13,555
|
70.2600
|
952,374
|
USD
|
8,837
|
599,183
|
|
|
|
|
8,419,196
|
|
|
14,589,035
|
|
|
|
|
|
34,815,033
|
|
|
42,134,404
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans and
borrowings
|
USD
|
429,741
|
70.4600
|
30,279,551
|
USD
|
532,441
|
36,222,528
|
|
|
|
|
30,279,551
|
|
|
36,222,528
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans and
borrowings
|
USD
|
189,756
|
70.4600
|
13,370,208
|
USD
|
110,804
|
7,538,115
|
|
Trade and other
payables
|
USD
|
23,595
|
70.4600
|
1,662,504
|
USD
|
22,537
|
1,533,216
|
|
|
EUR
|
283
|
79.2675
|
22,433
|
EUR
|
291
|
22,222
|
|
|
|
|
15,055,145
|
|
|
9,093,553
|
|
|
|
|
|
45,334,696
|
|
|
45,316,081
|
|
USD: US
dollar.
EUR:
Euro.
(1)
At the exchange
rate prevailing as of June 30, 2020 as per the Argentine National
Bank.
(2)
At the exchange
rate according to Communication “A” 3500 (wholesale)
prevailing as of June 30, 2020 as per the Argentine Central
Bank.
-37-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
EXHIBIT H
1 of 2
CENTRAL
PUERTO S.A.
INFORMATION
REQUIRED BY LAW 19,550, ART. 64, PARAGRAPH I, SUBSECTION
b)
FOR
THE SIX-MONTH PERIODS ENDED JUNE 30, 2020 AND 2019
|
|
6
months
|
|||||
|
|
01-01-2020 to
06-30-2020
|
01-01-2019 to
06-30-2019
|
||||
|
Accounts
|
Operating
expenses
|
Administrative
and selling expenses
|
Total
|
Operating
expenses
|
Administrative
and selling expenses
|
Total
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
|
Compensation to
employees
|
1,241,220
|
423,544
|
1,664,764
|
1,404,895
|
432,022
|
1,836,917
|
|
Other long-term employee
benefits
|
48,298
|
8,498
|
56,796
|
25,856
|
4,383
|
30,239
|
|
Depreciation of property, plant and
equipment
|
1,458,787
|
11,240
|
1,470,027
|
923,325
|
-
|
923,325
|
|
Amortization of intangible
assets
|
973,047
|
697
|
973,744
|
316,359
|
-
|
316,359
|
|
Purchase of energy and
power
|
70,180
|
-
|
70,180
|
57,854
|
22,405
|
80,259
|
|
Fees and compensation for
services
|
459,553
|
342,776
|
802,329
|
319,313
|
286,454
|
605,767
|
|
Maintenance
expenses
|
657,253
|
88,991
|
746,244
|
647,157
|
100,321
|
747,478
|
|
Consumption of materials and spare
parts
|
200,166
|
-
|
200,166
|
181,759
|
-
|
181,759
|
|
Insurance
|
309,426
|
10,191
|
319,617
|
169,495
|
3,983
|
173,478
|
|
Levies and
royalties
|
185,916
|
-
|
185,916
|
181,068
|
-
|
181,068
|
|
Taxes and
assessments
|
20,045
|
135,922
|
155,967
|
16,095
|
98,185
|
114,280
|
|
Tax on bank account
transactions
|
2,805
|
173,711
|
176,516
|
2,899
|
331,167
|
334,066
|
|
Others
|
7,558
|
18,852
|
26,410
|
25,501
|
32,299
|
57,800
|
|
Total
|
5,634,254
|
1,214,422
|
6,848,676
|
4,271,576
|
1,311,219
|
5,582,795
|
-38-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
EXHIBIT H
2 of 2
CENTRAL
PUERTO S.A.
INFORMATION
REQUIRED BY LAW 19,550, ART. 64, PARAGRAPH I, SUBSECTION
b)
FOR
THE THREE-MONTH PERIODS ENDED JUNE 30, 2020 AND 2019
|
|
3
months
|
|||||
|
|
04-01-2020 to
06-30-2020
|
04-01-2019 to
06-30-2019
|
||||
|
Accounts
|
Operating
expenses
|
Administrative
and selling expenses
|
Total
|
Operating
expenses
|
Administrative
and selling expenses
|
Total
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
|
|
Compensation to
employees
|
587,936
|
210,285
|
798,221
|
711,919
|
138,830
|
850,749
|
|
Other long-term employee
benefits
|
23,489
|
4,217
|
27,706
|
12,243
|
2,064
|
14,307
|
|
Depreciation of property, plant and
equipment
|
724,666
|
8,330
|
732,996
|
336,885
|
-
|
336,885
|
|
Amortization of intangible
assets
|
486,578
|
523
|
487,101
|
151,060
|
-
|
151,060
|
|
Purchase of energy and
power
|
46,116
|
-
|
46,116
|
25,345
|
20,048
|
45,393
|
|
Fees and compensation for
services
|
222,579
|
144,326
|
366,905
|
171,734
|
115,191
|
286,925
|
|
Maintenance
expenses
|
362,094
|
29,794
|
391,888
|
383,153
|
11,174
|
394,327
|
|
Consumption of materials and spare
parts
|
128,777
|
-
|
128,777
|
106,160
|
-
|
106,160
|
|
Insurance
|
150,117
|
4,839
|
154,956
|
80,620
|
2,949
|
83,569
|
|
Levies and
royalties
|
73,613
|
-
|
73,613
|
75,084
|
-
|
75,084
|
|
Taxes and
assessments
|
11,893
|
67,972
|
79,865
|
6,634
|
82,360
|
88,994
|
|
Tax on bank account
transactions
|
1,712
|
73,300
|
75,012
|
1,482
|
217,604
|
219,086
|
|
Others
|
2,989
|
10,871
|
13,860
|
16,227
|
10,396
|
26,623
|
|
Total
|
2,822,559
|
554,457
|
3,377,016
|
2,078,546
|
600,616
|
2,679,162
|
-1-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
SEPARATE
STATEMENT OF INCOME AND COMPREHENSIVE INCOME
for
the six-month period ended June 30, 2020
|
|
6
months
|
3
months
|
||
|
|
Unaudited
|
Unaudited
|
||
|
|
01-01-2020 to
06-30-2020
|
01-01-2019 to
06-30-2019
|
04-01-2020 to
06-30-2020
|
04-01-2019 to
06-30-2019
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
ARS
000
|
|
|
|
|
|
|
|
Revenues
|
12,583,983
|
16,405,905
|
5,617,730
|
7,514,966
|
|
Cost of
sales
|
(5,994,646)
|
(9,853,253)
|
(2,901,982)
|
(4,387,961)
|
|
Gross
income
|
6,589,337
|
6,552,652
|
2,715,748
|
3,127,005
|
|
|
|
|
|
|
|
Administrative and
selling expenses
|
(1,057,350)
|
(1,165,480)
|
(478,910)
|
(522,237)
|
|
Other operating
income
|
6,999,489
|
5,579,030
|
3,492,766
|
996,566
|
|
Other operating
expenses
|
(298,483)
|
(80,174)
|
(172,576)
|
(43,291)
|
|
Impairment of
property, plant and equipment
|
(1,251,730)
|
-
|
(435,663)
|
-
|
|
Operating
income
|
10,981,263
|
10,886,028
|
5,121,365
|
3,558,043
|
|
|
|
|
|
|
|
Loss on net
monetary position
|
(1,738,070)
|
(5,738,720)
|
(761,554)
|
(2,608,966)
|
|
Finance
income
|
1,509,829
|
1,450,315
|
1,094,346
|
823,505
|
|
Finance
expenses
|
(5,065,569)
|
(1,311,990)
|
(2,663,463)
|
(798,470)
|
|
Share of the profit
of associates and subsidiaries
|
(702,808)
|
1,155,796
|
(359,748)
|
1,246,529
|
|
Income
before income tax
|
4,984,645
|
6,441,429
|
2,430,946
|
2,220,641
|
|
|
|
|
|
|
|
Income tax for the
period
|
(1,807,401)
|
(2,817,709)
|
(236,466)
|
(566,769)
|
|
Net
income for the period
|
3,177,244
|
3,623,720
|
2,194,480
|
1,653,872
|
|
Total
comprehensive income for the period
|
3,177,244
|
3,623,720
|
2,194,480
|
1,653,872
|
|
|
|
|
|
|
|
- Basic
and diluted earnings per share (ARS)
|
2.11
|
2.41
|
1.46
|
1.10
|
-2-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
SEPARATE
STATEMENT OF FINANCIAL POSITION
as
at June 30, 2020
|
|
|
06-30-2020
|
12-31-2019
|
|
|
Notes
|
Unaudited
|
Audited
|
|
|
|
ARS
000
|
ARS
000
|
|
Assets
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Property, plant and
equipment
|
|
43,760,965
|
43,864,265
|
|
Intangible
assets
|
|
6,091,347
|
7,037,255
|
|
Investment in
associates
|
|
3,769,803
|
3,919,507
|
|
Investment in
subsidiaries
|
Exhibit
C
|
6,924,494
|
5,250,174
|
|
Trade and other
receivables
|
|
26,396,121
|
27,545,418
|
|
Other non-financial
assets
|
|
131,809
|
149,726
|
|
Other financial
assets
|
|
-
|
3,466,041
|
|
Inventories
|
|
155,762
|
163,766
|
|
|
87,230,301
|
91,396,152
|
|
|
Current
assets
|
|
|
|
|
Inventories
|
|
874,612
|
739,280
|
|
Other non-financial
assets
|
|
355,850
|
769,321
|
|
Trade and other
receivables
|
|
11,433,752
|
16,081,076
|
|
Other financial
assets
|
|
7,447,441
|
4,206,772
|
|
Cash and cash
equivalents
|
|
9,553
|
1,169,920
|
|
|
20,121,208
|
22,966,369
|
|
|
Total
assets
|
|
107,351,509
|
114,362,521
|
|
|
|
|
|
|
Equity
and liabilities
|
|
|
|
|
Capital
stock
|
|
1,514,022
|
1,514,022
|
|
Adjustment to
capital stock
|
|
21,126,025
|
21,126,025
|
|
Legal
reserve
|
|
3,202,398
|
2,702,087
|
|
Voluntary
reserve
|
|
40,450,730
|
30,114,738
|
|
Other equity
accounts
|
|
(1,640,520)
|
-
|
|
Retained
earnings
|
|
3,177,244
|
10,836,303
|
|
Total
equity
|
|
67,829,899
|
66,293,175
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Other non-financial
liabilities
|
|
4,741,259
|
4,946,614
|
|
Other loans and
borrowings
|
|
11,824,313
|
18,000,939
|
|
Compensation and
employee benefits liabilities
|
|
269,638
|
260,446
|
|
Deferred income tax
liabilities
|
|
6,482,897
|
6,706,657
|
|
|
23,318,107
|
29,914,656
|
|
|
Current
liabilities
|
|
|
|
|
Trade and other
payables
|
|
1,860,458
|
6,067,890
|
|
Other non-financial
liabilities
|
|
968,229
|
1,824,609
|
|
Other loans and
borrowings
|
|
11,306,809
|
7,675,491
|
|
Compensation and
employee benefits liabilities
|
|
540,778
|
719,064
|
|
Income tax
payable
|
|
1,499,894
|
1,836,448
|
|
Provisions
|
|
27,335
|
31,188
|
|
|
16,203,503
|
18,154,690
|
|
|
Total
liabilities
|
|
39,521,610
|
48,069,346
|
|
Total
equity and liabilities
|
|
107,351,509
|
114,362,521
|
-3-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
SEPARATE
STATEMENT OF CASH FLOWS
for
the six-month period ended June 30, 2020
|
|
06-30-2020
|
06-30-2019
|
|
|
Unaudited
|
|
|
|
ARS
000
|
ARS
000
|
|
Operating
activities
|
|
|
|
Income for the
period before income tax
|
4,984,645
|
6,441,429
|
|
|
|
|
|
Adjustments
to reconcile income for the period before income tax to net cash
flows:
|
|
|
|
Depreciation of
property, plant and equipment
|
1,007,817
|
695,848
|
|
Amortization of
intangible assets
|
945,907
|
287,957
|
|
Impairment of
property, plant and equipment
|
1,251,730
|
-
|
|
Interest earned
from customers
|
(1,449,342)
|
(2,552,831)
|
|
Trade and tax
interests lost
|
295,274
|
120,944
|
|
Finance
income
|
(1,509,829)
|
(1,450,315)
|
|
Finance
expenses
|
5,065,569
|
1,311,990
|
|
Share of the profit
of associates and subsidiaries
|
702,808
|
(1,155,796)
|
|
Movements in
provisions and long-term employee benefit plan expense
|
52,911
|
110,380
|
|
Foreign exchange
difference for trade receivables
|
(5,549,580)
|
(3,019,457)
|
|
Loss on net
monetary position
|
(2,306,878)
|
(1,846,587)
|
|
|
|
|
|
Working
capital adjustments:
|
|
|
|
Decrease in trade
and other receivables
|
9,752,586
|
9,639,089
|
|
(Increase) Decrease
in other non-financial assets and inventories
|
304,060
|
(12,611)
|
|
(Decrease) Increase
in trade and other payables, other non-financial liabilities and
liabilities from employee benefits
|
(5,738,727)
|
89,674
|
|
|
7,808,951
|
8,659,714
|
|
|
|
|
|
Interest
received
|
1,282,441
|
2,425,474
|
|
Income tax
paid
|
(2,197,098)
|
(8,681,269)
|
|
Net
cash flows provided by operating activities
|
6,894,294
|
2,403,919
|
|
|
|
|
|
Investing
activities
|
|
|
|
Purchase of
property, plant and equipment
|
(2,260,518)
|
(6,090,719)
|
|
Acquisition of
Thermal Station Brigadier López
|
-
|
(9,617,330)
|
|
Loans granted to
subsidiaries, net
|
(1,051,892)
|
(258,162)
|
|
Dividends
received
|
187,071
|
167,006
|
|
(Acquisition) Sale
of other financial assets, net
|
(386,930)
|
989,311
|
|
Capital
contributions to subsidiaries
|
(1,702,886)
|
(971,582)
|
|
Net
cash flows used in investing activities
|
(5,215,155)
|
(15,781,476)
|
|
|
|
|
|
Financing
activities
|
|
|
|
Long-term loans
received
|
-
|
13,987,264
|
|
Bank and investment
accounts overdrafts received (paid), net
|
(1,628,252)
|
816,072
|
|
Long-term loans
paid
|
(172,636)
|
-
|
|
Interest and other
financial costs paid
|
(886,442)
|
(1,057,825)
|
|
Net
cash flows (used in) provided by financing activities
|
(2,687,330)
|
13,745,511
|
|
|
|
|
|
(Decrease)
Increase in cash and cash equivalents
|
(1,008,191)
|
367,954
|
|
Exchange difference
and other financial results
|
(96,393)
|
(82,597)
|
|
Monetary results
effect on cash and cash equivalents
|
(55,783)
|
66,830
|
|
Cash and cash
equivalents as of January 1
|
1,169,920
|
277,240
|
|
Cash
and cash equivalents as of June 30
|
9,553
|
629,427
|
-4-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
|
CENTRAL
PUERTO S.A.
|
1.
Basis
of presentation of the separate financial statements
1.1.
Summary
of the applied accounting policies
The
Company presents its separate financial statements according to CNV
Regulations, which approved General Regulation No. 622. This
regulation establishes that entities issuing shares and/or
corporate bonds, with certain exceptions, must prepare their
financial statements in accordance with Technical Resolution No. 26
(as amended) of FACPCE, which states the adoption of IFRS as issued
by IASB, while other entities will have the option to use IFRS or
IFRS for SME in lieu of NCPA (Argentine Professional Accounting
Standards).
1.2.
Basis
for presentation
These
separate condensed financial statements for the six-month period
ended June 30, 2020 were prepared by applying the financial
information framework established by CNV as mentioned in note
1.1.
When
preparing these separate interim condensed financial statements,
the Company applied the presentation bases, accounting policies,
and relevant accounting judgments, estimate and assumptions
described in the attached condensed consolidated financial
statements for the six-month period ended June 30,
2020.
These
separate interim condensed financial statements are presented in
Argentine pesos, and all values have rounded to the nearest
thousand (ARS 000), unless otherwise stated.
-5-
|
English translation of the consolidated financial statements
originally filed in Spanish with the Argentine Securities
Commission (“CNV”).
In case of discrepancy, the consolidated financial statements filed
with the CNV prevail over this translation.
|
EXHIBIT
C
CENTRAL
PUERTO S.A.
INVESTMENT
IN SUBSIDIARIES
AS
OF JUNE 30, 2020 AND DECEMBER 31, 2019
|
|
06-30-2020
|
12-31-2019
|
||||||||
|
Name and
characteristics of securities and issuers
|
|
Class
|
Face
value
|
Number
|
Cost
value
|
Listed
price
|
Value obtained
by the equity method
|
Share of profit
of subsidiaries
|
Book
value
|
Book
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT IN
SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central Vuelta de
Obligado S.A.
|
|
1 vote
|
1
|
280,950
|
281
|
Unlisted
|
91,867
|
39,060
|
91,867
|
120,212
|
|
CP
Renovables S.A.
|
|
1 vote
|
1
|
5,016,199,569
|
6,413,574
|
Unlisted
|
4,149,224
|
(23,528)
|
3,998,211
|
1,568,008
|
|
Central Aime
Paine S.A.
|
|
1 vote
|
1
|
97,000
|
97
|
Unlisted
|
97
|
-
|
97
|
110
|
|
Proener S.A.U.
|
|
1 vote
|
1
|
282,557
|
1
|
Unlisted
|
21,741
|
(10,884)
|
15,550
|
67,597
|
|
Vientos La Genoveva
S.A.U.
|
|
1 vote
|
1
|
1,615,451,861
|
1,615,452
|
Unlisted
|
1,522,161
|
(705,999)
|
1,829,595
|
2,535,595
|
|
Vientos La Genoveva II
S.A.U.
|
|
1 vote
|
1
|
498,293,542
|
498,294
|
Unlisted
|
770,192
|
30,523
|
989,174
|
958,652
|
|
|
|
|
|
|
|
|
(670,828)
|
6,924,494
|
5,250,174
|
|
|
|
|
Latest available
financial information
|
|||||
|
Name and
characteristics of securities and issuers
|
|
Date
|
Capital
stock
|
(Loss)
Income
|
Equity
|
|
Equity interest
%
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT IN
SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central Vuelta de
Obligado S.A.
|
|
06/30/2020
|
500
|
79,938
|
163,494
|
|
56.19%
|
|
CP
Renovables S.A.
|
|
06/30/2020
|
5,016,200
|
(33,612)
|
4,149,224
|
|
100.00%
|
|
Central Aime
Paine S.A.
|
|
06/30/2020
|
100
|
-
|
100
|
|
97.00%
|
|
Proener S.A.U.
|
|
06/30/2020
|
283
|
(10,884)
|
21,741
|
|
100.00%
|
|
Vientos La Genoveva
S.A.U.
|
|
06/30/2020
|
1,615,452
|
(705,999)
|
1,522,161
|
|
100.00%
|
|
Vientos La Genoveva II
S.A.U.
|
|
06/30/2020
|
498,294
|
36,235
|
770,192
|
|
100.00%
|
English translation of the original report issued in Spanish for
publication in Argentina
REVIEW
REPORT ON INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
To the
board of directors of
CENTRAL
PUERTO S.A.:
I.
Report
on financial statements
Introduction
1. We have reviewed
the accompanying interim condensed consolidated financial
statements of Central Puerto S.A. (“the Company”) and
its subsidiaries, which comprise the statement of financial
position as of June 30, 2020, the statements of income and
comprehensive income for the three and six-month periods then
ended, the statements of changes in equity and cash flows for the
six-month period then ended, and selected explanatory
notes.
Responsibility
of the Board of Directors on financial statements
2. The Board of
Directors is responsible for the preparation and presentation of
the Company’s financial statements under International
Financial Reporting Standards (IFRS), adopted by the Argentine
Federation of Professional Councils in Economic Sciences (FACPCE)
as professional accounting standards and incorporated by the
Argentine Securities Commission (CNV) in its regulations, as
approved by the International Accounting Standards Board (IASB)
and, therefore, it is responsible for the preparation and
presentation of the financial statements mentioned in paragraph 1
pursuant to International Accounting Standard No. 34 “Interim
Financial Reporting” (IAS 34). The Board is also responsible
for the internal control it deems necessary for interim financial
reporting to be prepared free from material misstatements, whether
due to errors or irregularities.
Auditor’s
responsibility
3. Our responsibility
is to express a conclusion on the financial statements mentioned in
paragraph 1, based on our review, which was conducted in accordance
with International Standard on Review Engagements 2410
“Review of interim financial information performed by the
independent auditor of the entity”, issued by the
International Auditing and Assurance Standards Board (IAASB). Such
standard requires the auditor to comply with the ethical
requirements relevant to the audit of the annual financial
statements of the
-2-
entity.
A review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
and consequently does not enable us to obtain assurance that we
would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusion
4. Based on our
review, nothing has come to our attention that causes us to believe
that the financial statements mentioned in paragraph 1 have not
been prepared, in all material respects, in accordance with IAS
34.
City of
Buenos Aires, August 26, 2020.
|
|
PISTRELLI,
HENRY MARTIN Y ASOCIADOS S.R.L. C.P.C.E.C.A.B.A. T° 1 –
F° 13
GERMÁN
E. CANTALUPI
Partner
Certified Public
Accountant (U.B.A.) C.P.C.E.C.A.B.A. T° 248 – F°
60
|
English translation of the original report issued in Spanish for
publication in Argentina
REVIEW
REPORT ON INTERIM CONDENSED SEPARATE FINANCIAL
STATEMENTS
To the
board of directors of
CENTRAL
PUERTO S.A.:
I. Report
on financial statements Introduction
1. We have reviewed
the accompanying interim condensed separate financial statements of
Central Puerto S.A. (“the Company”), which comprise the
statement of financial position as of June 30, 2020, the statements
of income and comprehensive income for the three and six-month
periods then ended, and cash flows for the six-month period then
ended, and selected explanatory notes.
Responsibility
of the Board of Directors on financial statements
2. The Board of
Directors is responsible for the preparation and presentation of
the Company’s financial statements under International
Financial Reporting Standards (IFRS), adopted by the Argentine
Federation of Professional Councils in Economic Sciences (FACPCE)
as professional accounting standards and incorporated by the
Argentine Securities Commission (CNV) in its regulations, as
approved by the International Accounting Standards Board (IASB)
and, therefore, it is responsible for the preparation and
presentation of the financial statements mentioned in paragraph 1
pursuant to International Accounting Standard No. 34 “Interim
Financial Reporting” (IAS 34). The Board is also responsible
for the internal control it deems necessary for interim financial
reporting to be prepared free from material misstatements, whether
due to errors or irregularities.
Auditor’s
responsibility
3. Our responsibility
is to express a conclusion on the financial statements mentioned in
paragraph 1, based on our review, which was conducted in accordance
with International Standard on Review Engagements 2410
“Review of interim financial information performed by the
independent auditor of the entity”, issued by the
International Auditing and Assurance Standards Board (IAASB). Such
standard requires the auditor to comply with the ethical
requirements relevant to the audit of the annual financial
statements of the
-2-
entity.
A review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
and consequently does not enable us to obtain assurance that we
would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusion
4. Based on our
review, nothing has come to our attention that causes us to believe
that the financial statements mentioned in paragraph 1 have not
been prepared, in all material respects, in accordance with IAS
34.
City of
Buenos Aires, August 26, 2020.
|
|
PISTRELLI,
HENRY MARTIN Y ASOCIADOS S.R.L. C.P.C.E.C.A.B.A. T° 1 –
F° 13
GERMÁN
E. CANTALUPI
Partner
Certified Public
Accountant (U.B.A.) C.P.C.E.C.A.B.A. T° 248 – F°
60
|
Exhibit
3
Buenos
Aires, August 26, 2020
Notice:
CPSA-GG-N-0232/20-AL
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Deputy
Management of Issuing Companies
25 de
Mayo 175
City of
Buenos Aires
To
Issuance Companies
BOLSAS
Y MERCADOS ARGENTINOS S.A. (“BYMA”)
Sarmiento
299
City of
Buenos Aires
MERCADO
ABIERTO ELECTRÓNICO (“MAE”)
San
Martin 344
City of
Buenos Aires
Subject:
Information set forth by Section 63 of
Buenos
Aires Stock Exchange Regulations
Dear
Mr. /Madam,
We
contact you in compliance with the abovementioned section so as to
inform that on August 26, 2020, the Board of Directors of Central
Puerto S.A. approved the financial statements and other
documentation for the period ended June 30, 2020 and has
acknowledged the corresponding reports of the Auditor and the
Statutory Audit Committee.
Regard
being had to the foregoing, we inform the following:
1.
Income
(loss) for the six-month period ended June 30, 2020:
|
|
ARS 000
|
|
Income
(loss) for the period
|
|
|
attributable
to shareholders of the Company
|
3,177,244
|
|
attributable
to non-controlling shareholding
|
19,828
|
|
Total
income(loss) for the period- Income
|
3,197,072
|
Avda.
Tomás A. Edison 2701 – C1104BAB – City of Buenos
Aires – Argentina
Telephone
(54 11) 4317 5000 – Fax (54 11) 4317 5099
2.
Other
comprehensive income for the six-month period ended June 30,
2020:
|
|
ARS 000
|
|
Other
comprehensive income for the period
|
|
|
attributable
to shareholders of the Company
|
-
|
|
attributable
to non-controlling shareholding
|
-
|
|
Total
other comprehensive income for the period
|
-
|
3.
Total
comprehensive income (loss) for the six-month period ended June 30,
2020:
|
|
ARS 000
|
|
Net
comprehensive income for the period
|
|
|
attributable
to shareholders of the Company
|
3,177,244
|
|
attributable
to non-controlling shareholding
|
19,828
|
|
Total
net comprehensive income for the period- Inome
|
3,197,072
|
4.
Shareholders’
equity details divided in items and amount as at June 30,
2020
|
|
ARS 000
|
|
Share
Capital – Face Value
|
1,514,022
|
|
Capital
adjustment
|
21,126,025
|
|
Statutory
Reserve
|
3,202,398
|
|
Optional
Reserve
|
40,450,730
|
|
Other
accounts of equity
|
(1,640,520)
|
|
Retained
earnings -Income (Loss) for the period
|
3,177,244
|
|
Non-controlling
shareholding
|
71,627
|
|
Total
|
67,901,526
|
|
|
|
|
attributable
to shareholders of the Company
|
67,829,899
|
|
attributable
to non-controlling shareholding
|
71,627
|
5.
Controlling
shareholding
As a
consequence of the merger between Central Puerto S.A., in its
capacity as parent company and Operating S.A. (“OPER”),
Hidroneuquén S.A. (“HNQ”) and Sociedad Argentina
de Energía S.A. (“SADESA”), all in their capacity
as acquired companies and, as a consequence of the corresponding
acquired companies’ shares swap, none of the shareholders of
Central Puerto S.A. holds a controlling interest.
Finally,
it is important to highlight the fact that share capital is under
public offering and it is listed in the Buenos Aires Stock Exchange
(“BCBA”) and; since February 2, 2018, in the New York
Stock Exchange (“NYSE”). Therefore, shareholding may
experience variations, which the company may not be aware
of.
Yours
sincerely,
Exhibit 4
Minutes No. 387
In the
City of Buenos Aires, on August 26, 2020, at 12:30 p.m, the members
of the Statutory Committee of Central Puerto S.A. (the
“Company”), Messrs. César Halladjian, Eduardo
Erosa and Juan Nicholson, meet Mr
Haalladjian informs that this meeting is held via videoconference,
taking into consideration the dispositions of: 1) the Decree of Necessity and Urgency No. 297/2020
and further regulations by the Argentine Executive Branch, which
established the preventive and mandatory social isolation policy
adopted within the context of the pandemic declared by the World
Health Organization (WHO), the Health Emergency broadened by Decree
No. 260/20 and its amendments, and in view of the evolution of the
epidemic situation related to the CORONAVIRUS – COVID-19
and 2) the CNV General Resolution No. 830/20, which
established that during the period in which the free circulation of
people is, in general, prohibited, limited or restricted, issuer
entities are able to hold remote meetings. Quorum being
present to validly hold the meeting, it commences at 10.30 am in
order to discuss the first item on the Agenda for this meeting:
1.
CONSIDERATION
OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2020.
ISSUANCE OF THE STATUTORY COMMITTEE REPORT. Mr. Halladjian takes the floor and informs that
the Statutory Audit Committee has the obligation to issue a report
on the Statement of Financial Position, Income Statement,
Comprehensive Income Statement, Statement of Changes in
Shareholders’ Equity, Statement of Cash Flow, the Notes and
Annexes, and Additional Information to the Notes to the Financial
Statements - Section 68 of the Rules of Buenos Aires Stock Exchange
in force for the period ended June 30, 2020. After a brief
exchange of ideas, the members of the Statutory Audit Committee
unanimously DECIDE
to approve the contents of the Report issued by the Statutory Audit
Committee, which is transcribed hereinbelow, and to delegate the
task of signing the document to Mr. Cesar Halladjian:
STATUTORY
AUDIT COMMITTEE’S REPORT
To the
Shareholders of
CENTRAL
PUERTO S.A.
Introduction
1. Pursuant
to the regulations set forth in Subsection 5, Section 294 of the
Argentine Business Entities Act No. 19950 and its amendments (the
“Business Entities Act”) and the Rules set forth by the
Buenos Aires Stock Exchange for the ‘Authorization,
Suspension, Withdrawal and Cancelation of the listing of
Securities’ (BCBA’s Listing Rules), we have examined
the separate and consolidated financial statements of CENTRAL
PUERTO S.A. and its subsidiaries, which are attached herein and
which include: (a) the separate and consolidated statements of
financial position as at June 30, 2020, (b) the separate and
consolidated income and comprehensive income statement for the
six-month period ended June 30, 2020, and the consolidated
statement of changes in shareholders’ equity and the separate
and consolidated statement of cash flow for the six-month period
ended on that date and (c) a summary of the significant accounting
policies and other explanatory information. In addition, we have
reviewed the corresponding “Additional Information to the
Notes to the Financial Statements –Section 12, Chapter III,
Title IV of Regulations by the Argentine Securities Commission
(N.T. 2013)", which submission is not required by the Argentine
Federation of Economic Sciences Professional Councils
(Federación Argentina de Consejos Profesionales de Ciencias
Económicas – “FACPCE”) as professional
accounting regulations and incorporated by the Argentine Securities
Commission to its regulations, as approved by the International
Accounting Standards Board (“IASB”). The above
mentioned documents are the responsibility of the Company’s
Board of Directors in the execution of its exclusive
duties.
Scope
of the work
2. Our
work consisted of verifying that the information contained in the
mentioned financial statements was consistent with the information
about the Company’s decisions which were stated in the
Minutes, and that those decisions complied with the law and the
Bylaws, both regarding formal and documentary requirements. For the
purpose of performing this task, we have considered the independent
auditor’s reports by the external auditor Germán E.
Cantalupi, , member of the firm Pistrelli, Henry Martin y Asociados
S.R.L. Such reports, dated August 26, 2020 were issued in
compliance with the International Standard on Review Engagement
2410, “Review of interim financial information performed by
the independent auditor of the entity”, issued by the
International Auditing and Assurance Standards Board
(“IAASB”). We have not performed any management
control, and therefore, we have not assessed the criteria and
business decisions regarding the administration, financing,
commercialization and production, since it is the Board who bears
exclusive responsibility for these matters. Therefore, our
responsibility is limited to state an assessment regarding those
documents and it is not extended to acts, omissions or
circumstances that we do not know, or that could not be inferred
from the analysis of the information received by this Statutory
Audit Committee during the execution of its duties. We consider
that our work and the external auditor’s reports are a
reasonable ground on which we can base our report.
Conclusion
3. Based
on our review and the reports dated August 26, 2020, issued by
accountant Germán E. Cantalupi, as member of the firm
Pistrelli, Henry Martin y Asociados S.R.L., we found no evidence to
conclude that the interim financial statements mentioned in
paragraph 1 were not prepared, in all their significant aspects,
pursuant to the pertinent regulations established in the Argentine
Business Entity Act and the Argentine Securities Commission and the
IAS 34.
Report
on other legal and regulatory requirements
4. Pursuant
to current regulations, we inform that:
a)
The separate and
consolidated financial statements indicated in paragraph 1 arise
from accounting records carried, in their formal aspects, pursuant
to the legal dispositions in force.
b)
The separate and
consolidated financial statements indicated in paragraph 1 are
recorded in the book Inventories and Balances and they comply with
the Argentine Business Entities Act and the pertinent resolutions
by the Argentine Securities Commission, to the scope of our
competence.
c)
We have read the
“Information Summary for the periods ended June 30, 2020,
2019 and 2018” and the “'Additional Information to the
Notes to the Financial Statements –Section 12, Chapter III,
Title IV of Regulations (N.T. 2013) by the Argentine Securities
Commission”, on which we have no observations to make, to the
scope of our competence.
d)
It is hereby
expressed that the Company has complied with the dispositions by
Section 294 of the Argentine Business Entities Act which were
considered necessary pursuant to the circumstances, in order to
verify the compliance by the Company’s governing bodies with
the Argentine Business Entities Act, the Bylaws and the decisions
adopted in the Shareholders’ meetings, and there are no
observations to be made.
|
City of
Buenos Aires,
|
By
Statutory Audit Committee
|
|
August
26, 2020
|
CÉSAR
HALLADJIAN
|
|
|
Statutory
Auditor
|
There
being no further business to come before the meeting, the meeting
is adjourned at 1 p.m.
