Central Puerto S.A.
Consolidated financial statements for the year ended
December 31, 2019 and 2018, together with the
independent auditor´s report
Registered
office: Av. Edison 2701 - Ciudad Autónoma de Buenos Aires -
República Argentina
FISCAL YEAR N° 28 BEGINNING JANUARY 1, 2019
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2019
CUIT
(Argentine taxpayer identification number):
33-65030549-9.
Date of
registration with the Public Registry of Commerce:
–
Of the articles of incorporation: March 13, 1992.
–
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)
|
Class
of shares
|
Subscribed,
paid-in, issued and registered
|
|
|
|
|
1,514,022,256
common, outstanding book-entry shares, with face value of 1 each
and entitled to one vote per share.
|
1,514,022,256
|
|
CONSOLIDATED STATEMENT OF INCOME
|
|
|
|
for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
|
|
|
|
|
|
Revenues
|
5
|
35,960,784
|
|
Cost of
sales
|
|
(18,956,674)
|
|
Gross
income
|
|
17,004,110
|
|
|
|
|
|
Administrative and
selling expenses
|
|
(2,633,405)
|
|
Other operating
income
|
6.1
|
18,353,204
|
|
Other operating
expenses
|
6.2
|
(270,754)
|
|
Impairment of
property, plant and equipment and intangible assets
|
2.3.8
|
(4,404,442)
|
|
CVO receivables
update
|
10.1
|
-
|
|
Operating
income
|
|
28,048,713
|
|
|
|
|
|
Loss on net
monetary position
|
|
(2,431,753)
|
|
Finance
income
|
6.3
|
3,600,707
|
|
Finance
expenses
|
6.4
|
(15,924,867)
|
|
Share of the profit
of associates
|
|
1,113,297
|
|
Income
before income tax from continuing operations
|
|
14,406,097
|
|
|
|
|
|
Income tax for the
year
|
7
|
(5,745,242)
|
|
Net
income for the year from continuing operations
|
|
8,660,855
|
|
|
|
|
|
Discontinued
operations
|
|
|
|
|
|
|
|
Income after tax
for the year from discontinued operations
|
18
|
-
|
|
Net
income for the year
|
|
8,660,855
|
|
|
|
|
|
Attributable
to:
|
|
|
|
– Equity holders of the
parent
|
|
8,808,815
|
|
– Non-controlling
interests
|
|
(147,960)
|
|
|
|
8,660,855
|
|
|
|
|
|
Basic and diluted
earnings per share (ARS)
|
8
|
5.85
|
|
|
|
|
|
Basic and diluted
earnings per share from continuing operations (ARS)
|
8
|
5.85
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income for the year
|
|
8,660,855
|
|
|
|
|
Other
comprehensive income for the year
|
|
|
|
|
|
|
Other
comprehensive income to be reclassified to income in subsequent
periods
|
|
|
|
|
|
|
Loss on financial
assets at fair value through other comprehensive
income
|
6.5
|
-
|
|
Income tax related
to loss on financial assets at fair value through other
comprehensive income
|
7
|
-
|
|
Other
comprehensive income (loss) to be reclassified to income in
subsequent periods
|
|
-
|
|
|
|
|
|
Other
comprehensive income (loss) not to be reclassified to income in
subsequent periods
|
|
|
|
|
|
|
|
Remeasurement of
losses from long-term employee benefits
|
11.3
|
(43,633)
|
|
Income tax related
to remeasurement of losses from long-term employee
benefits
|
7
|
11,563
|
|
Other
comprehensive income (loss) not to be reclassified to income in
subsequent periods
|
|
(32,070)
|
|
Other
comprehensive income for the year
|
|
(32,070)
|
|
Total
comprehensive income for the year
|
|
8,628,785
|
|
|
|
|
|
Attributable
to:
|
|
|
|
– Equity holders of the
parent
|
|
8,776,745
|
|
– Non-controlling
interests
|
|
(147,960)
|
|
|
|
8,628,785
|
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
|
as at December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
Non-current
assets
|
|
|
|
Property, plant and
equipment
|
|
56,696,733
|
|
Intangible
assets
|
|
7,068,787
|
|
Investment in
associates
|
|
3,450,569
|
|
Trade and other
receivables
|
10.1
|
24,249,144
|
|
Other non-financial
assets
|
11.1
|
689,185
|
|
Inventories
|
9
|
144,169
|
|
|
|
92,298,587
|
|
Current
assets
|
|
|
|
Inventories
|
9
|
657,594
|
|
Other non-financial
assets
|
11.1
|
1,006,247
|
|
Trade and other
receivables
|
10.1
|
15,640,947
|
|
Other financial
assets
|
|
7,698,732
|
|
Cash and cash
equivalents
|
13
|
1,493,868
|
|
|
|
26,497,388
|
|
Total
assets
|
|
118,795,975
|
|
|
|
|
|
Equity
and liabilities
|
|
|
|
Equity
|
|
|
|
Capital
stock
|
|
1,514,022
|
|
Adjustment to
capital stock
|
|
18,416,762
|
|
Legal
reserve
|
|
2,378,736
|
|
Voluntary
reserve
|
|
26,511,002
|
|
Retained
earnings
|
|
9,539,556
|
|
Equity
attributable to holders of the parent
|
|
58,360,078
|
|
Non-controlling
interests
|
|
790,719
|
|
Total
equity
|
|
59,150,797
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
Other non-financial
liabilities
|
11.2
|
4,354,668
|
|
Other loans and
borrowings
|
10.3
|
30,687,277
|
|
Borrowings from
CAMMESA
|
10.4
|
-
|
|
Compensation and
employee benefits liabilities
|
11.3
|
229,279
|
|
Provisions
|
|
9,348
|
|
Deferred income tax
liabilities
|
7
|
6,310,170
|
|
|
|
41,590,742
|
|
Current
liabilities
|
|
|
|
Trade and other
payables
|
10.2
|
5,899,436
|
|
Other non-financial
liabilities
|
11.2
|
1,734,349
|
|
Borrowings from
CAMMESA
|
10.4
|
-
|
|
Other loans and
borrowings
|
10.3
|
8,025,892
|
|
Compensation and
employee benefits liabilities
|
11.3
|
698,709
|
|
Income tax
payable
|
|
1,668,594
|
|
Provisions
|
|
27,456
|
|
|
|
18,054,436
|
|
Total
liabilities
|
|
59,645,178
|
|
Total
equity and liabilities
|
|
118,795,975
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended December 31, 2019
|
|
Attributable to holders of the parent
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to capital stock
|
|
|
Unappropriated retained earnings
|
Other accumulated comprehensive income (loss)
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of January 1, 2019
|
1,514,022
|
18,416,762
|
589,783
|
6,778,288
|
22,636,866
|
-
|
49,935,721
|
719,438
|
50,655,159
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of IFRIC 23
adoption (Note 2.5)
|
-
|
-
|
-
|
-
|
756,526
|
-
|
756,526
|
-
|
756,526
|
|
As
of January 1, 2019 (modified)
|
1,514,022
|
18,416,762
|
589,783
|
6,778,288
|
23,393,392
|
-
|
50,692,247
|
719,438
|
51,411,685
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the
year
|
-
|
-
|
-
|
-
|
8,808,815
|
-
|
8,808,815
|
(147,960)
|
8,660,855
|
|
Other comprehensive
income for the year
|
-
|
-
|
-
|
-
|
(32,070)
|
-
|
(32,070)
|
-
|
(32,070)
|
|
Total comprehensive
income for the year
|
-
|
-
|
-
|
-
|
8,776,745
|
-
|
8,776,745
|
(147,960)
|
8,628,785
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in legal
reserve
|
-
|
-
|
1,788,953
|
-
|
(1,788,953)
|
-
|
-
|
-
|
-
|
|
Increase in
voluntary reserve
|
-
|
-
|
-
|
20,847,913
|
(20,847,913)
|
-
|
-
|
-
|
-
|
|
Dividends in
cash
|
-
|
-
|
-
|
(1,115,199)
|
6,285
|
-
|
(1,108,914)
|
-
|
(1,108,914)
|
|
Contributions from
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
193,913
|
193,913
|
|
Dividends in cash
distributed by a subsidiary (2)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(23,229)
|
(23,229)
|
|
Share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
48,557
|
48,557
|
|
As
of December 31, 2019 (1)
|
1,514,022
|
18,416,762
|
2,378,736
|
26,511,002
|
9,539,556
|
-
|
58,360,078
|
790,719
|
59,150,797
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of January 1, 2018
|
1,514,022
|
18,416,762
|
249,947
|
1,568,895
|
3,393,935
|
319,970
|
25,463,531
|
736,401
|
26,199,932
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the
year
|
-
|
-
|
-
|
-
|
26,950,818
|
-
|
26,950,818
|
(514,046)
|
26,436,772
|
|
Other comprehensive
income for the year
|
-
|
-
|
-
|
-
|
22,130
|
(319,970)
|
(297,840)
|
-
|
(297,840)
|
|
Total comprehensive
income for the year
|
-
|
-
|
-
|
-
|
26,972,948
|
(319,970)
|
26,652,978
|
(514,046)
|
26,138,932
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in legal
reserve
|
-
|
-
|
339,836
|
-
|
(339,836)
|
-
|
-
|
-
|
-
|
|
Increase in
voluntary reserve
|
-
|
-
|
-
|
5,209,393
|
(5,209,393)
|
-
|
-
|
-
|
-
|
|
Dividends in
cash
|
-
|
-
|
-
|
-
|
(2,180,788)
|
-
|
(2,180,788)
|
-
|
(2,180,788)
|
|
Contributions from
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
476,517
|
476,517
|
|
Share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
20,566
|
20,566
|
|
As
of December 31, 2018 (1)
|
1,514,022
|
18,416,762
|
589,783
|
6,778,288
|
22,636,866
|
-
|
49,935,721
|
719,438
|
50,655,159
|
(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.
|
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
Income
for the year before income tax from continuing
operations
|
14,406,097
|
36,171,554
|
|
Income
for the year before income tax from discontinued
operations
|
-
|
505,823
|
|
Income
for the year before income tax
|
14,406,097
|
36,677,377
|
|
|
|
|
|
Adjustments to reconcile income for the year before income tax to
net cash flows:
|
|
|
|
Depreciation
of property, plant and equipment
|
1,969,717
|
1,757,620
|
|
Loss
(gain) on replacement/disposal of property, plant and
equipment
|
-
|
160,567
|
|
Impairment
of property, plant and equipment and intangible assets
|
4,404,442
|
-
|
|
Amortization
of intangible assets
|
1,421,176
|
537,912
|
|
Discount
of accounts receivables and payables, net
|
223,885
|
-
|
|
CVO
receivables update
|
-
|
(16,947,737)
|
|
Interest
earned from customers
|
(6,435,008)
|
(2,497,175)
|
|
Finance
income
|
(3,600,707)
|
(3,507,676)
|
|
Finance
expenses
|
15,924,867
|
9,692,797
|
|
Share
of the profit of associates
|
(1,113,297)
|
(1,652,445)
|
|
Material
and spare parts impairment
|
31,568
|
(3,780)
|
|
Share-based
payments
|
48,557
|
20,566
|
|
Movements
in provisions and long-term employee benefit plan
expense
|
81,098
|
-
|
|
Foreign
exchange difference for trade receivables
|
(11,912,288)
|
(17,542,426)
|
|
Income
from the sale of La Plata plant
|
-
|
(720,705)
|
|
Loss
on net monetary position
|
(11,925,746)
|
(4,533,355)
|
|
|
|
|
|
Working capital adjustments:
|
|
|
|
Increase
in trade and other receivables
|
12,768,727
|
7,979,436
|
|
(Increase)
Decrease in other non-financial assets and inventories
|
(1,193,298)
|
(47,303)
|
|
Increase
in trade and other payables, other non-financial liabilities and
liabilities from employee benefits
|
1,717,860
|
2,781,707
|
|
|
16,817,650
|
12,155,380
|
|
Interest
received from customers
|
4,831,912
|
68,237
|
|
Income
tax paid
|
(9,675,737)
|
(6,522,549)
|
|
Net cash flows provided by operating activities
|
11,973,825
|
5,701,068
|
|
|
|
|
|
Investing activities
|
|
|
|
Purchase
of property, plant and equipment
|
(17,504,542)
|
(10,705,125)
|
|
Acquisition
of thermal Station Brigadier López (Note 19.10)
|
(8,466,454)
|
-
|
|
Cash
flows generated from the sale of the La Plata plant
|
-
|
962,845
|
|
Dividends
received
|
737,068
|
1,492,304
|
|
Sale
of available-for-sale financial assets, net
|
(2,670,381)
|
450,174
|
|
Net cash flows used in investing activities
|
(27,904,309)
|
(7,799,802)
|
|
|
|
|
|
Financing activities
|
|
|
|
Bank
and investment accounts overdrafts received (paid),
net
|
1,468,059
|
(35,595)
|
|
Loans
received
|
20,726,175
|
6,730,134
|
|
Loans
paid
|
(1,157,931)
|
(3,222,956)
|
|
Direct
financing costs
|
(972,703)
|
-
|
|
Interest
and other financial costs paid
|
(1,993,077)
|
(709,849)
|
|
Dividends
paid
|
(1,132,143)
|
(2,180,788)
|
|
Contributions
from non-controlling interests
|
193,913
|
476,517
|
|
Net cash flows provided by financing activities
|
17,132,293
|
1,057,463
|
|
|
|
|
|
Increase (Decrease) in cash and cash equivalents
|
1,201,809
|
(1,041,271)
|
|
Exchange
difference and other financial results
|
634,961
|
2,048,075
|
|
RECPAM
generated by cash and cash equivalents
|
(696,637)
|
(854,379)
|
|
Cash
and cash equivalents as of January 1
|
353,735
|
201,310
|
|
Cash and cash equivalents as of December 31
|
1,493,868
|
353,735
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Corporate information and main
business
Central
Puerto S.A. (hereinafter the “Company”,
”we”, “us” or “CEPU”) and the
companies that make up the business group (hereinafter the
“Group”) form an integrated group of companies
pertaining to the energy sector. The Group is mainly engaged in
electric power generation and commercialization.
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 plant is located in Luján de Cuyo,
Province of Mendoza and has 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). See Note 19.10.
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.
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. In this sense, 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. 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.
Subsequent to
fiscal year end, 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.
The
issuance of Group’s consolidated financial statements of the
year ended December 31, 2019 was approved by the Company’s
Board of Directors on March 10, 2020.
1.1.
Overview of Argentine Electricity Market
Transactions among
different participants in the electricity industry take place
through the wholesale electricity market (“WEM”) which
is a market in which generators, distributors and certain large
users of electricity buy and sell electricity at prices determined
by supply and demand (“Term market”) and also, where
prices are established on an hourly basis based on the economic
production cost, represented by the short term marginal cost
measured at the system’s load center (“Spot
market”). CAMMESA (Compañía Administradora del
Mercado Mayorista Eléctrico Sociedad Anónima) is a
quasi-government organization that was established to administer
the WEM and functions as a clearing house for the different market
participants operating in the WEM. Its main functions include the
operation of the WEM and dispatch of generation and price
calculation in the Spot market, the real-time operation of the
electricity system and the administration of the commercial
transactions in the electricity market.
Following
Argentina’s economic crisis in 2001 and 2002 the costs of
generators were increasing as a result of the devaluation of the
Argentine peso and increasing fuel prices. As a result of the
freeze in end user tariffs combined with the higher generation
costs, CAMMESA began experiencing deficits as it was not able to
collect from the end users (via distributors) the full price of
electricity it owed to the generators. Given this structural
deficit, CAMMESA passed a series of regulations to keep the
electrical system operating despite the structural
deficit.
1.2.
Amendments to WEM regulations
a)
Resolution SE No. 406/03 and other regulations related to WEM
generators’ receivables
Resolution 406/03
issued in September 2003 enforced priority payments of
generator’s balances. Under the priority payment plan,
generators only collected the variable generation costs declared
and the payments for power capacity and the remaining payments on
these plants were delayed as there were not sufficient funds as a
result of the structural deficit. Resolution 406/03 established
that the resulting monthly obligations to generators for the unpaid
balance were to be considered payments without a fixed due date, or
“LVFVD receivables” using the Spanish acronym. Although
these obligations did not have a specified due date, the Resolution
provided that they would earn interest at an equivalent rate to the
one received by CAMMESA on its own cash investments, hereafter
“the CAMMESA rate”.
As a
result of this regulation, a portion of the invoices issued by
Company’s plants were not paid in full beginning in
2004.
Between
2004 and 2007, the Argentine government issued a series of
resolutions aimed at increasing thermal generation capacity while
at the same time providing a mechanism for generators to collect
their LVFVD receivables. These resolutions created funds called the
“FONINVEMEM” which were administered by trusts
(“the FONINVEMEM trust”) and made investments in two
thermal generation plants within Argentina. All WEM creditor agents
with LVFVD (including the Company) were invited to state formally
their decision to participate in forming the FONINVEMEM. The
Company, as most LVFVD generators, stated its decision to
participate in the creation of the FONINVEMEM with the
abovementioned receivables.
Within
this framework, generators created the companies
Termoeléctrica José de San Martín S.A.
(“TSM”) and Termoeléctrica Manuel Belgrano S.A.
(“TMB”), which are engaged in managing the purchase of
equipment, and building, operating and maintaining each new power
plant.
Under
these Resolutions, the FONINVEMEM trusts are the owner of the
Central Termoeléctrica San Martin and Central
Termoeléctrica Belgrano plants during the first ten years of
operations. Trusts are aimed at administrating, each of them, 50%
of the resources accrued under FONINVEMEM and other funds for the
purpose of financing the power stations. Under these agreements,
CAMMESA acts as a Trustor, Banco de Inversión y Comercio
Exterior (“BICE”) as Trustee, the Secretariat of Energy
as regulatory authority and TSM and TMB as Trust Beneficiaries and
the Company, with the remaining shareholders of TSM and TMB, as
guarantors of the obligations of the latter.
The
trust agreements had to remain in force until the termination date
of the supply agreement that the Trustee - in representation of the
Trust - entered into with CAMMESA - as the purchasing party - that
had to remain valid for 10 years as from the date of the commercial
authorization of the power stations. Upon the termination of that
term, the trust assets must be transferred to TSM and TMB provided
that, prior to such transference, TSM and TMB and their
shareholders perform all the corporate acts necessary to allow
private contributors and/or the Argentine Government to receive
their correspondent shares in the capital of the power stations
pursuant to the terms of the agreement. Failure to comply with this
condition, holders of interest certificates (Argentine Government)
and the generators who are the current shareholders of TSM and TMB
shall be deemed as trust beneficiaries.
The
FONINVEMEM agreements established that the receivables mentioned
above will be paid by CAMMESA in 120 equal, consecutive monthly
installments commencing on the commercial operation date of the
plants. Also, the agreements established that the LVFVD receivables
would be collected converted to US dollar and began earning
interest at LIBOR plus a spread of 1% and 2%.
Once
Manuel Belgrano and San Martin plants were commissioned (on January
7, 2010 and February 2, 2010, respectively), CAMMESA began paying
the LVFVD receivables. On May 2010, CAMMESA informed the Company of
the payment plan, including the amount of accrued interest at the
CAMMESA rate which was added to the principal to be repaid in
monthly installments over a ten-year period. Upon receipt of the
payment schedule, the Company recognized accrued interest (related
to the CAMMESA rate). The Company also began recognizing LIBOR
interest income based on the contractual rate provided in the
Resolution and the conversion of the receivables into US dollar.
Since achieving commercial operations in 2010, CAMMESA have made
all scheduled contractual principal and interest payments in
accordance with the installment plan.
On
January 7, 2020, the supply agreement with TMB was terminated and
on February 2, 2020, the supply agreement with TSM was terminated,
therefore payments of the final installment of the 120 established
in the agreement for each power stations ceased. As a result, the
reimbursement for the LVFVD receivables is deemed completed. In
Note 3.1, the events that occurred after the termination of the
supply agreements with TMB and TSM are included.
Additionally, in
2010 the Company approved a new agreement with the former
Secretariat of Energy (Central Vuelta Obligado, the “CVO
agreement”). This agreement established, among other
agreements, a framework to determine a mechanism to settle unpaid
trade receivables as per Resolution 406/03 accrued over the 2008 -
2011 period by the generators (“CVO receivables”) and
for that purpose, enabling the construction of a thermal combined
cycle plant named Central Vuelta de Obligado. The CVO agreement
established that the CVO receivables will be paid by CAMMESA in 120
equal and consecutive monthly installments. For the determination
of the novation of CVO credits, the following mechanism was
applied: the cumulative LVFVD (sale settlements with due date to be
defined) were converted to USD at the exchange rate established in
the agreement (ARS 3.97 per USD for the cumulative LVFVD until the
execution date of the CVO Agreement and the closing exchange rate
corresponding to each month for the LVFVD subsequently
accumulated), the LIBOR rate was applied plus a 5%
margin.
As from
March 20, 2018, CAMMESA granted the commercial operations as a
combined cycle of Central Vuelta de Obligado thermal power plant
(the “Commercial Approval”). The financial impact of
the Commercial Approval is described in Note 10.1.
Under
the agreement mentioned above, generators created the company
Central Vuelta de Obligado S.A., which is in charge of
managing the purchase of equipment, construction, operation and
maintenance of the Central Vuelta de Obligado thermal power
plant.
b)
Resolution No. 95/2013, Resolution No.
529/2014, Resolution No. 482/2015 and Resolution No.
22/2016
On
March 26, 2013, the former Secretariat of Energy released
Resolution No. 95/2013 (“Resolution 95”), which affects
the remuneration of generators whose sales prices had been frozen
since 2003. This new regulation, which modified the current
regulatory framework for the electricity industry, is applicable to
generators with certain exceptions. It defined a new compensation
system based on compensating for fixed costs, non-fuel variable
costs and an additional remuneration. Resolution 95 converted the
Argentine electric market towards an “average cost”
compensation scheme. Resolution 95 applied to all Company’s
plants, excluding La Plata plant, which also sells energy in excess
of YPF’s demand on the Spot market pursuant to the framework
in place prior to Resolution 95.
In
addition, Resolution 95 addressed LVFVD receivables not already
included in any one of the FONINVEMEM trusts.
Thermal
units must achieve an availability target which varies by
technology in order to receive full fixed cost revenues. The
availability of all Company’s plants exceeds this market
average. As a result of Resolution 95, revenues to Company’s
thermal units increased, but the impact on hydroelectric plant
Piedra del Águila is dependent on hydrology. The new
Resolution also established that all fuels, except coal, are to be
provided by CAMMESA.
The
resolution also established that part of the additional
remuneration shall be not collected in cash rather it is
implemented through LVFDV and will be directed to a “New
Infrastructure Projects in the Energy Sector” which need to
be approved by the former Secretariat of the Energy.
Finally, Resolution
95 suspended the inclusion of new contracts in the Term market as
well as their extension or renewal. Notwithstanding the foregoing,
contracts in force as at the effective date of Resolution 95 will
continue being managed by CAMMESA upon their termination. As from
such termination, large users should acquire their supplies
directly from CAMMESA. Also, Resolution 95 temporarily suspended
the acquisition of fuel by the generation agents. All fuel
purchases for the generation of electric power are centralized
through CAMMESA.
On May
23, 2014, the Official Gazzette published Resolution No. 529/2014
issued by the former Secretariat of Energy (“Resolution
529”) which retroactively updated the prices of Resolution 95
to February 1, 2014, changed target availability and added a
remuneration for non-recurrence maintenance. This remuneration is
implemented through LVFDV and is aimed to cover the expenses that
the generator incurs when performing major maintenances in its
units.
On July
17, 2015, the Secretariat of Electric Energy set forth Resolution
No. 482/2015 (“Resolution 482”) which retroactively
updated the prices of Resolution 529 to February 1, 2015, and
created a new trust called “Recursos para las inversiones del
FONINVEMEM 2015-2018” in order to invest in new generation
plants. Company’s plants would receive compensation under
this program.
Finally, on March
30, 2016, through Resolution No. 22/2016 (“Resolution
22”), the values set by Resolution 482 were updated to become
effective as from the transactions of February 2016.
c)
Resolution No. 19/2017
On
January 27, 2017, the Secretariat of Electric
Energy (“SEE”) issued
Resolution SEE No. 19/17 (published in the Official
Gazette on February 2, 2017) (Resolution 19), which replaced
Resolution 95, as amended. This resolution changes electric
energy generators remuneration methodology for transactions
operated since February 1, 2017.
Resolution 19
substantially amended the tariff scheme applicable, which was
previously governed by Resolution 22. Among its most significant
provisions, such resolution established: (a) that generation
companies would receive a remuneration of electric power generated
and available capacity, (b) gradual increases in tariffs effective
as of February, May and November 2017, (c) that the new tariffs
would be denominated in U.S. dollars, instead of Argentine pesos,
thus protecting generation companies from potential fluctuations in
the value of the Argentine peso and (d) 100% of the energy sales
are collected in cash by generators, eliminating the creation of
additional LVFVD receivables.
Pursuant to this
resolution, the Secretariat of Electric Energy established that
electricity generators, co-generators and self-generators acting as
agents in the WEM and which operate conventional thermal power
plants, may make guaranteed availability offers (ofertas de
disponibilidad garantizada) in the WEM. Pursuant to these offers,
these generation companies may commit specific capacity and power
output of the generation, provided that such capacity and energy
had not been committed under other power purchase agreements. The
offers must be accepted by CAMMESA (acting on behalf of the
electricity demanding agents of the WEM), who will be the purchaser
of the power under the guaranteed availability agreements
(compromisos de disponibilidad garantizada). The term of the
guaranteed availability agreements is 3 years, and their general
terms and conditions are established in Resolution 19.
Resolution 19 also
establishes that WEM agents that operate hydroelectric power plants
shall be remunerated for the energy and capacity of their
generation units in accordance with the values set forth in such
resolution.
d)
SGE (Secretaría de Gobierno de Energía) Resolution
No. 70/2018 and Ministry of Productive Development Resolution
No. 12/2019
On
November 6, 2018, Resolution no. 70/2018 of the SGE was published,
which resolution replaces Article 8 of Resolution issued by former
SE no. 95/2013. The new article allows MEM Generators,
Autogenerators and Cogenerators to obtain their own fuel. This does
not alter the commitments assumed by Generation Agents within the
context of MEM supply agreements with CAMMESA. It is established
that generation costs with their own fuel will be valued according
to the recognition mechanism of Average Variable Costs
(“CVP”) recognized by CAMMESA. The Resolution also
establishes that regarding those Generators not purchasing their
own fuel, CAMMESA will continue the commercial management and the
fuel supply.
Finally, under
Resolution No. 12/2019 by the Ministry of Productive Development
(published in the Official Gazette on December 30, 2019) fuel
purchase for the generation of electric power is once again
centralized through CAMMESA, therefore repealing the effect of
Resolution No. 70/2018 of the former Secretariat of Energy, and
Section 8 of Resolution No. 95/2013 of the former Secretariat of
Energy and Section 4 of Resolution No. 529/2014 of the former
Secretariat of Energy are back in force.
e)
Resolution of the Secretariat of Renewable Resources and
Electricity Market no. 1/2019
On
March 1, 2019 Resolution no. 1/2019 (“Resolution 1”) of
the Secretariat of Renewable Resources and Electricity Market was
published in the Official Gazette by virtue of which Resolution 19
was abolished. It establishes the new remuneration values of
energy, power and associated services for the affected generators,
as well as their application methodology. Its validity commences on
the date of its publication in the Official Gazette.
According to
Resolution 1, the approved remuneration system will be of
transitional application and until the following are defined and
gradually implemented: regulatory mechanisms aimed at reaching an
autonomous, competitive and sustainable operation that allows for
freedom of contract between supply and demand; and a technical,
economical and operative functioning for the integration of
different generation technologies so as to guarantee a reliable and
cost effective system.
The
following are the main changes introduced by Resolution 1 in
connection with Resolution 19:
Energy
Sale:
–
The price of energy generated by thermal power stations is reduced.
Therefore, the price for energy generated with natural gas is of
4 USD/MWh and 7 USD/MWh for energy generated with liquid
fuel.
–
The price of energy operated by thermal power stations is reduced.
Therefore, the price for energy operated with any fuel is of
1.4 USD/MW.
–
The price for energy generated from non-conventional energy sources
(renewable energies) is fixed at 28 USD/MWh.
Power
Sale:
–
DIGO price (established by Resolution 19) goes from 7,000
USD/MW-month during the twelve months of the year to 7,000
USD/MW-month the six months of higher seasonal demand for
electrical energy (December, January, February, June, July and
August) and to 5,500 USD/MW-month the remaining months of the year
(March, April, May, September, October and November).
–
Some minimum values of offered availability are reduced. Its
compliance is subject to the foregoing prices.
–
A weighting factor is fixed for the foregoing prices, between 1 and
0.7, depending on the use factor of the twelve months previous to
each month of the transaction.
The
energy purchase agreements entered into by the Group with CAMMESA
are not affected by the provisions of Resolution 1.
f)
Subsequent event - 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
|
|
|
|
|
|
|
|
|
|
|
|
HMRT-1
|
1.2
|
0.2
|
1.2
|
0.2
|
|
HMRT-2
|
0.6
|
0
|
0.6
|
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 $/MWh - month for the
remaining six months of the year (March, April, May, September,
October and November).
–
The Power Base Price for
hydraulic generators is:
|
Hidro
scale
|
PowerBasePrice
[$/MW-month]
|
|
|
|
|
Power > 300
MW
|
99,000
|
|
Power > 120 MW
and <= 300 MW
|
132,000
|
|
Power > 50 MW
and <= 120 MW
|
181,500
|
|
|
|
CPSA is
making a detailed analysis of the application and impact that
Resolution 31 has on the operations of the Company. 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.
2.
Basis of preparation of the
consolidated financial statements
2.1.
Applied Professional Accounting Standards
The
Group prepares its consolidated financial statements in accordance
with the regulations in force of the Argentine Securities
Commission (Comisión Nacional
de Valores - “CNV”, for its Spanish initials),
which regulations provide that the entities issuing
shares/corporate bonds, with certain exceptions, must prepare their
financial statements by applying Technical Resolution no. 26 (as
amended) of the Argentine Federation of Professional Councils in
Economic Sciences (Federación
Argentina de Consejos Profesionales de Ciencias
Económicas - “FACPCE”, for its Spanish
initials), which sets forth the adoption of International Financial
Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”);while
other entities may use the IFRS for SMEs instead of the Argentine
Professional Accounting Standards (“NCPA”, for its
Spanish initials).
2.2.
Basis of preparation
The
consolidated financial statements of the Group for the year ended
December 31, 2019 have been prepared in accordance with IFRS as
issued by the IASB.
In
preparing these consolidated financial statements, the Group and
its subsidiaries applied the significant accounting policies,
estimates and assumptions described in notes 2.3 and
2.4.
The
Group’s consolidated financial statements are presented in
Argentine pesos, which is the Group’s functional currency,
and all values have been rounded to the nearest thousand (ARS 000),
except when otherwise indicated.
2.2.1.
Basis of consolidation
The
consolidated financial statements as of December 31, 2019, include
the financial statements of the Group formed by the parent company
and its subsidiaries: Central Vuelta de Obligado S.A., Vientos
La Genoveva S.A.U.,
Vientos La Genoveva II S.A.U., Proener S.A.U.
and CP Renovables S.A. and its subsidiaries.
Control
is achieved when the investor is exposed or entitled to variable
returns arising from its ownership interest in the investee, and
has the ability to affect such returns through its power over the
investee. Specifically, the investor controls an investee, if and
only if it has:
–
Power over the investee (i.e. the investor has rights that entitle
it to direct the relevant activities of the investee).
–
Exposure or right to variable returns arising from its ownership
interest in the investee.
–
Ability to exercise its power over the investee to significantly
affect its returns.
Consolidation of a
subsidiary begins when the parent company obtains control over the
subsidiary and ends when the parent company loses control over the
subsidiary. The assets, liabilities, income and expenses of a
subsidiary acquired or sold during the fiscal year are included in
the consolidated financial statements from the date on which the
parent company acquired control of the subsidiary to the date on
which the parent company ceased to control the
subsidiary.
The
result for the fiscal year and each component of the other
comprehensive income (loss) are assigned to the owners of the
parent company and non-controlling interests, even if the results
of the non-controlling interests give rise to a debit balance. If
necessary, appropriate adjustments are made to the
subsidiaries’ financial statements so that their accounting
policies are in accordance with the Group’s accounting
policies. All assets and liabilities, equity, income, expenses and
cash flows within the Group that relate to transactions among the
members of the Group are completely eliminated in the consolidation
process.
A
change in ownership interest in a subsidiary, without loss of
control, is accounted for as an equity transaction. If the Group
loses control of a subsidiary, it cancels the carrying amount of
the assets (including goodwill) and related liabilities,
non-controlling interests and other equity components, while
recognizing the profit or loss resulting from the transaction in
the relevant income statement. Any retained residual interest is
recognized at its fair value.
2.2.2.
Measuring unit
The
financial statements as at December 31, 2018, including the figures
for the previous period (this fact not affecting the decisions
taken on the financial information for such periods) were restated
to consider the changes in the general purchasing power of the
functional currency of the Company (Argentine peso) pursuant to IAS
29 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.
In
accordance with IAS 29, the restatement of the financial statements
is necessary when the functional currency of an entity is the
currency of a hyperinflationary economy. To define a
hyperinflationary state, the IAS 29 provides a series of
non-exclusive guidelines that consist on (i) analyzing the behavior
of the population, prices, interest rates and wages before the
evolution of price indexes and the loss of the currency’s
purchasing power, and (ii) as a quantitative characteristic, which
is the most considered condition in practice, verifying if the
three-year cumulative inflation rate approaches or exceeds
100%.
Due to
different macroeconomic factors, the triennial inflation in 2018
was higher than such figure, as the goals of the Argentine
government, and other available projections, indicate that this
trend will not revert in the short term.
So as
to evaluate the mentioned quantitative condition and to restate the
financial statements, the Argentine Securities Commission
established that the series of indexes to be used in the IAS 29
application is the one established by the Argentine Federation of
Professional Councils in Economic Sciences.
Regard
being had to the mentioned index, the inflation was of 53.83% and
47.64% in the periods ended December 31, 2019 and 2018,
respectively.
As at
January 1, 2017, the Board of Directors of the Company adopted,
subject to the Annual General Meeting’s approval, the option
stated in RG no. 777/18 of the CNV and absorbed the unappropriated
retained earnings resulting from the inflation-adjustment,
following the absorption order established in Section 11, Chapter
III, Title IV “REGULAR INFORMATION PROCEDURE” of the
CNV Regulations (N.T. 2013), affecting to that purpose the balances
of the accounts Voluntary Reserve, Special Reserve RG CNV 609,
Special Reserve Res IGJ 7/05, Legal Reserve, Premiums and the
balance of the account Adjustment to Capital Stock in the amount
necessary for such purpose.
Pursuant to section
70 of the General Legal Entities Law No. 19,550, profit cannot
be distributed as long as the legal reserve is established.
Therefore, the General Shareholders’ Meeting on April 30,
2019, as described in Note 14, decided to restore the legal
reserve.
The
following is a summary of the effects of the IAS 29
application:
Restatement
of the Balance Sheet
(i) The
monetary items (those with a fixed face value in local currency)
are not restated since they are stated in the current measurement
unit at the closing date of the reported period. In an inflationary
period, keeping monetary assets causes the loss of purchasing
power, and keeping monetary liabilities causes gain in purchasing
power as long as those items are not tied to an adjustment
mechanism compensating those effects. The monetary loss or gain is
included in the income (loss) for the reported period.
(ii) The assets and
liabilities subject to changes established in specific agreements
are adjusted in accordance with those agreements.
(iii) Non-monetary items
measured at their current values at the end of the reported period
are not restated to be included in the balance sheet; however, the
adjustment process must be completed to determine the income (loss)
produced for having those non-monetary items in the terms of a
uniform measurement unit.
As at
December 31, 2019 and 2018, the Company counted with the following
items measured with the current value method: the share kept in
foreign currency of the items Trade and other receivables, Cash and
cash equivalents, Loans and borrowings that accrue interest, and
Trade and other payables.
(iv) Non-monetary items at
historical cost or at current value of a date previous to the
closing of the reported period are restated at rates reflecting the
variation occurred at the general level of prices from the
acquisition or revaluation date until the closing date; then the
amounts restated for those assets are compared with the
corresponding recoverable values. Charges to the income (loss) for
the period due to property, plant and equipment depreciation and
intangible assets amortization, as well as other non-monetary
assets consumption are determined in accordance with the new
restated amounts.
As at
December 31, 2019 and 2018, the items subject to this restatement
process were the following:
–
Monetary items at current values for a date previous to the closing
of the period: certain machines, equipment, turbogroups and
auxiliary equipment of the Property, Plant and Equipment item,
which were measured at the date of the Transition to IFRS (January
1, 2011) at their fair value as at that date.
–
Non-monetary items at historical cost: the remaining items
Property, Plant and Equipment, Intangible assets, Investment in
associates, Inventories and Deferred income tax
liabilities.
(v) When borrowing
costs in non-monetary assets are active in accordance with IAS 23,
the share of those cost compensating the creditor for the effects
of inflation is not capitalized.
The
Company proceeded to the activation of borrowing costs as stated in
Note 2.3.6.
(vi) The restatement of the
non-monetary assets in the terms of a current measurement unit at
the end of the reported period without an equivalent adjustment for
tax purposes leads to a temporary taxable difference and to the
recognition of a deferred-tax liability whose balancing entry is
recognized in the income (loss) for the period. For the next
closing of the period, the deferred-tax items are restated for
inflation to determine the item on income (loss) for such
period.
In Note
7 the effects of this process are detailed.
Restatement
of the statement of income (loss) and other comprehensive
income
(i) The
expenses and income are restated as from the date of accountable
entry, including interest and currency exchange differences, except
for those items not reflecting or including in their determination
the consumption of assets measured in currency of purchasing power
previous to the consumption entry, which are restated taking into
account the origin date of the asset related to the item (for
example, depreciation, devaluation and other consumptions of assets
valued at historical cost); and except for income (loss) emerging
from comparing two measurements expressed in currency of purchasing
power of different dates. For such purpose, it is necessary to
identify the compared amounts, separately restate them and compare
them again, but with amounts already restated.
(ii) The income
(loss) for exposure to change in purchasing power of currency
(RECPAM), originated by the keeping of monetary assets and
liabilities, is shown in a separate item of the income (loss) for
the period.
Restatement
of the Statement of Changes in Equity
All the
components of equity are restated by applying the general prices
index as from the beginning of the period, and each variation of
such components is re-expressed as from the contribution date or as
from the moment in which such contribution was made through any
other form, with the exception of the account “Capital stock
-face value” which has been maintained for its nominal value
and the effects of their restatement can be found in the account
“Adjustment to capital stock”.
Restatement
of the Statement of Cash Flows
IAS 29
sets forth that all the items of this section shall be restated in
terms of the current measurement unit at the closing date of the
reported period.
The
monetary result generated by cash and equivalents to cash are
stated in the Statement of Cash Flows separately from the cash
flows resulting from operation, investment and financing activities
as a specific item of the conciliation between the existence of
cash and cash equivalents at the beginning and at the end of the
period.
2.3.
Summary of significant accounting policies
The
following are the significant accounting policies applied by the
Group in preparing its consolidated financial
statements.
2.3.1.
Classification of items as current and non-current
The
Group classifies assets and liabilities in the consolidated
statement of financial position as current and non-current. An
entity shall classify an asset as current when:
–
it expects to realize the asset, or intends to sell or consume it,
in its normal operating cycle;
–
it holds the asset primarily for the purpose of
trading;
–
it expects to realize the asset within twelve months after the
reporting period; or
–
the asset is cash or a cash equivalent unless the asset is
restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting period.
All
other assets are classified as non-current.
An
entity shall classify a liability as current when:
–
it is expected to be settled in normal operating
cycle;
–
It is held primarily for the purpose of trading;
–
it is due to be settled within twelve months after the reporting
period; or
–
there is no unconditional right to defer the settlement of the
liability for at least twelve months after the reporting
period.
All
other liabilities are classified as non-current.
Deferred tax assets
and liabilities are classified as non-current assets and
liabilities, in all cases.
2.3.2.
Fair value measurement
The
Group measures certain financial instruments at their fair value at
each reporting date. In addition, the fair value of financial
instruments measured at amortized cost is disclosed in Note
10.6.
Fair
value is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or
transfer the liability takes place either:
–
in the principal market for the asset or liability, or
–
in the absence of a principal market, in the most advantageous
market for the asset or liability.
The
principal or the most advantageous market must be accessible to the
Group. The fair value of an asset or a liability is measured using
the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest.
A fair
value measurement of a non-financial asset takes into account a
market participant’s ability to generate economic benefits by
using the asset in its highest and best use or by selling it to
another market participant that would use the asset in its highest
and best use.
The
Group uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to
measure fair value, maximizing the use of relevant observable
inputs and minimizing the use of unobservable inputs.
All
assets and liabilities for which fair value is measured or
disclosed in the consolidated financial statements are categorized
within the fair value hierarchy, described as follows, based on the
lowest level input that is significant to the fair value
measurement as a whole:
–
Level 1 input data: quoted (unadjusted) prices in active markets
for identical assets or liabilities.
–
Level 2 input data: valuation techniques with input data other than
the quoted prices included in Level 1, but which are observable for
assets or liabilities, either directly or indirectly.
–
Level 3 input data: valuation techniques for which input data are
not observable for assets or liabilities.
2.3.3.
Transactions and balances in foreign currency
Transactions in
foreign currencies are recorded by the Group at the related
functional currency rates prevailing at the date of the
transaction.
Monetary assets and
liabilities denominated in foreign currencies are translated at the
functional currency spot rate of exchange ruling at the reporting
period-end.
All
differences are taken to consolidated statement of income under
other operating income or expenses, or under finance income or
expenses, depending on the nature of assets or liabilities
generating those differences.
Non-monetary items
that are measured in terms of historical cost in a foreign currency
are translated using the exchange rates as at the dates of the
initial transactions. Non-monetary items measured by their fair
value in foreign currency are converted using exchange rates at the
date in which such fair value is determined.
2.3.4.
Revenue recognition
2.3.4.1.
Revenue from ordinary activities
IFRS 15
presents a five-step detailed model to explain revenue from
contracts with customers. Its fundamental principal lies on the
fact that an entity has to recognize revenue to represent the
transference of goods or services promised to the customers, in an
amount reflecting the consideration the entity expects to receive
in exchange for those goods or services at the moment of executing
the performance obligation. An asset is transferred when (or while)
the client gets control over such asset, defined as the ability to
direct the use and substantially obtain all the remaining benefits
of the asset. IFRS 15 requires the analysis of the
following:
–
If the contract (or the combination of contracts) contains more
than one promised good or service, when and how such goods or
services should be granted.
–
If the price of the transaction distributed to each performance
obligation should be recognized as revenue throughout time or at a
specific moment. According to IFRS 15, an entity recognizes revenue
when the performance obligation is satisfied, i.e. every time
control over those goods and services is transferred to the
customer. The new model does not include separate guidelines for
the “sale of goods” and the “rendering of
services”; instead, it requires that entities should evaluate
whether revenue should be recognized throughout time or at a
specific moment, regardless of the fact that it includes “the
sale of goods” or “the rendering of
services”.
–
When the price includes an estimation element of variable payments,
how that will affect the amount and the time to recognize such
revenue. The concept of variable payment estimation is broad. A
transaction price is considered as variable due to discounts,
reimbursement, credits, price concessions, incentives, performance
bonus, penalties and contingency agreements. The new model
introduces a big condition for a variable consideration to be
considered as revenue: only as long as it is very unlikely for a
significant change to occur in the cumulative revenue amount, when
the uncertainties inherent to the variable payment estimation are
solved.
–
When the incurred cost to close an agreement and the costs to
comply with it can be recognized as an asset.
The
Company has a sole relevant revenue source, which consists on the
commercialization of energy produced in the spot market and under
the energy supply agreements, CAMMESA being its main
customer.
The
Company recognizes its sales revenue in accordance with the
availability of its machines’ effective power, the power and
steam supplied; and as balancing entry, a sales receivable is
recognized, which represents the Company’s unconditional
right to consideration owed by the customer. Billing for the
service is monthly made by CAMMESA in accordance with the
guidelines established by SEE; and compensation is usually received
in a maximum term of 90 days. Therefore, no implicit financing
components are recognized. The satisfaction of the performance
obligation is done throughout time since the customer
simultaneously receives and consumes the benefits given by the
performance of the entity as the entity does it.
Revenues from
energy, power and steam sales are calculated at the prices
established in the respective contracts or at the prices prevailing
in the electricity market, according to the regulations in force.
These include revenues from the sale of steam, energy and power
supplied and not billed until the closing date of the reported
period, valued at the prices defined in the contracts or in the
respective regulations.
Additionally, the
Group recognizes the sales from contracts regarding the supplied
energy and the prices established in such contracts, and as
balancing entry it recognizes a sale credit. Such credit represents
the unconditional right the Company has to receive the
consideration owed by the customer. Billing for the service is
monthly made by CAMMESA in the case of the contracts of the wind
farms La Castellana and Achiras and for the Energía plus
contract in accordance with the guidelines established by SEE; and
compensation is received in a maximum term of 90 days. Therefore,
no implicit financing components are recognized. For the rest of
the clients, billing is also monthly and done by the Company; and
compensation is received in a maximum term of 90 days. Therefore,
no implicit financing components are recognized. The satisfaction
of the performance obligation is done throughout time since the
customer simultaneously receives and consumes the benefits given by
the performance of the entity as the entity does it.
The
Group recognizes revenues from resale and distribution of gas and
revenues for the monthly management of the thermal power plant CVO
in accordance with the monthly fees established in the respective
contracts and as balancing entry, it recognizes a sale credit. Such
credit represents the unconditional right the Company has to
receive the consideration owed by the customer. Billing for the
service is also monthly made by the Company and compensation is
generally received in a maximum term of 90 days. Therefore, no
implicit financing components are recognized.
The
detail of revenues from ordinary activities of the Group is
included in Note 5 to these consolidated financial
statements.
2.3.4.2.
Other income and expenses - Interest
For all
financial assets and liabilities measured at amortized cost and
interest bearing financial assets classified as available for sale,
interest income or expense is recorded using the effective interest
rate method, which is the rate that exactly discounts the estimated
future cash payments or receipts through the expected life of the
financial instrument or a shorter period, where appropriate, to the
net carrying amount of the financial asset or liability. In
general, interest income and expense are included in finance income
and expenses in the consolidated statement of income, respectively,
unless they derive from operating items (such as trade and other
receivables or trade and other payables); in that case, they are
booked under other operating income and expenses, as the case may
be.
2.3.5.
Taxes
Current
income tax
Current
income tax assets and liabilities for the year are measured at the
amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute those
amounts are those that are enacted or substantively enacted, at the
end of the reporting period. The statutory tax rate for the Group
for the fiscal year 2019 is 30%.
Current
income tax relating to items recognized directly in equity is
recognized in equity and not in the consolidated statement of
income.
Management
periodically assesses the positions taken in each tax report
regarding the situations in which the applicable tax regulations
are subject to interpretation, and it determines whether they must
be treated as uncertain tax treatment, and in such case, whether it
must be treated independently or collectively with one or more tax
treatments, pursuant to IFRIC 23. For these cases, we use the
approach which better predicts uncertainty and applies criteria to
identify and quantify uncertainties.
Deferred
income tax
Deferred income tax
is provided using the liability method on temporary differences at
the end of the reporting period between the tax bases of assets and
liabilities and their related carrying amounts.
Deferred income tax
liabilities are recognized for all taxable temporary differences,
except:
–
where the deferred income tax liability arises from the initial
recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable
profit or loss;
–
in respect of taxable temporary differences associated with
investments in subsidiaries and associates, where the timing of the
reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the
foreseeable future.
Deferred income tax
assets are recognized for all deductible temporary differences and
tax carry forwards losses, to the extent that it is probable that
taxable profit will be available against which the deductible
temporary differences, and/or the tax losses carry forward can be
utilized, except:
–
where the deferred income tax asset arises from the initial
recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or
loss;
–
in respect of deductible temporary differences associated with
investments in subsidiaries, associates and interests in joint
ventures, deferred income tax assets are recognized only to the
extent that it is probable that the deductible temporary
differences will reverse in the foreseeable future and taxable
profit will be available against which those differences can be
utilized.
The
carrying amount of deferred income tax assets is reviewed at each
reporting period date and reduced against income or loss for the
period or other comprehensive income, as the case may be, to the
extent that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the deferred income tax
asset to be utilized (recovered). Unrecognized deferred income tax
assets are reassessed at each reporting period date and are
recognized with a charge to income or other comprehensive income
for the period, as the case may be, to the extent that it has
become probable that future taxable profits will allow the deferred
income tax asset not previously recognized to be
recovered.
Deferred income tax
assets and liabilities are measured at undiscounted nominal value
at the tax rates that are expected to apply in the year when the
asset is realized or the liability is settled, based on tax rates
and tax laws that have been enacted or substantively enacted at the
reporting period date.
Deferred income tax
relating to items recognized outside profit or loss is recognized
outside profit or loss. Deferred income tax items are recognized in
correlation to the underlying transactions either in other
comprehensive income or directly in equity.
Deferred income tax
assets and deferred income tax liabilities are offset if a legally
enforceable right exists to set off current income tax assets and
liabilities and the deferred income taxes relate to the same
taxable entity and the same taxation authority.
Other
taxes related to sales and to bank account
transactions
Revenues from
recurring activities, expenses incurred and assets are recognized
excluding the amount of sales tax, as in the case of value-added
tax or turnover tax, or the tax on bank account transactions,
except:
–
where the tax incurred on a sale or on a purchase of assets or
services is not recoverable from the taxation authority, in which
case the sales tax is recognized as part of the cost of acquisition
of the asset or as part of the expense item as the case may
be;
–
receivables and payables are stated including value-added
tax.
The
charge for the tax on bank account transactions is presented in the
administrative and selling expenses line within the consolidated
statement of income.
The net
amount of the tax related to sales and to bank account transactions
recoverable from, or payable to, the taxation authority is included
as a non-financial asset or liability, as the case may
be.
2.3.6.
Property, plant and equipment
Property, plant and
equipment are measured at the acquisition cost restated according
to Note 2.2.2, net of the cumulative depreciation and/or the
cumulative losses due to impairment, if any. This cost includes the
cost of replacing components of property, plant and equipment and
the cost for borrowings related to long-term construction projects,
as long as the requirements for their recognition as assets are
fulfilled.
When
significant parts of property, plant and equipment are required to
be replaced at intervals, the Group derecognizes the replaced part
and recognizes the new part with its own associated useful life and
depreciation. Likewise, when a major maintenance is performed, its
cost is recognized as a replacement if the conditions for the
recognition thereof as an asset are met. All other regular repair
and maintenance costs are recognized in the consolidated statement
of income as incurred.
Electric power
facilities and materials and spare parts related to the Puerto
Combined Cycle plant are depreciated on a unit-of-production
basis.
Electric power
facilities related to the Luján de Cuyo plant are depreciated
on a straight-line basis over the total useful lives
estimated.
Electric power
facilities and auxiliary equipment of Piedra del Águila
hydroelectric power plant are depreciated on a straight-line basis
over the remaining life of the concession agreement of the
mentioned power plant.
The
depreciation of the remaining property, plant and equipment is
calculated on a straight-line basis over the total estimated useful
lives of the assets as follows:
–
Buildings: 5 to 50 years.
–
Wind turbines: 20 years.
–
Lands are not depreciated.
–
Material and spare parts: based on the useful life of related
machinery and equipment to be replaced.
–
Furniture, fixtures and equipment: 5 to 10 years.
–
Others:3 to 5 years.
–
Turbines and Construction in progress: they are not depreciated
until they are not in conditions of being used.
An item
of property, plant and equipment and any significant part initially
recognized is derecognized upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the
asset) is included in the consolidated statement of income when the
asset is derecognized.
The
residual values, useful lives and methods of depreciation are
reviewed at each reporting period end and adjusted prospectively,
if appropriate.
During
periods ended December 31, 2019 and 2018, the Group capitalized
interest for an amount of 169,850 and 212,387, respectively. The
rate used to capitalize interest corresponds to the effective rate
of specific loans used to finance the projects, net of the share
compensating the creditor for the effects of
inflation.
2.3.7.
Intangible assets
Intangible assets
acquired separately are measured on initial recognition at
acquisition cost restated according to Note 2.2.2. The cost of the
intangible assets acquired in a business combination is their fair
value at the date of the acquisition. Following initial
recognition, intangible assets are carried at cost less accumulated
amortization (if they are considered as having finite useful lives)
and accumulated impairment losses, if any.
The
useful lives of intangible assets are assessed as either finite or
indefinite. The useful lives of the intangible assets recognized by
the Group are finite.
Intangible assets
with finite useful lives are amortized over their useful economic
lives. The amortization period and the amortization method for an
intangible asset with a finite useful life are reviewed at least at
the end of each reporting period. Changes in the expected useful
life or the expected pattern of consumption of the asset is
accounted for by changing the amortization period or method, as
appropriate, and are treated prospectively as changes in accounting
estimates. The amortization expense on intangible assets with
finite lives is recognized in the consolidated statement of income
in the expense category consistent with the function of the
intangible assets.
During
fiscal year 2018, the Group finished the construction of wind farms
La Castellana and Achiras, whereby it was agreed to construct high
and medium tension lines and the electrical substation to connect
the wind farms to the Argentine Interconnection System
(“SADI”), a part of which were given to the companies
transporting the energy in accordance with the respective
contracts; therefore, such companies are in charge of the
maintenance of such transferred installations. Consequently, the
Group transferred 917,304 from property, plant and equipment to
intangible assets.
Also,
during fiscal year 2019, the Group finished the construction of
wind farm La Genoveva II, whereby it was agreed to construct the
electrical substation that feeds the connection of the wind farm to
the SADI, a part of which were given to the company transporting
the energy; therefore, such companies are in charge of the
maintenance of such transferred installations. Consequently, the
Group transferred 24,770 from property, plant and equipment to
intangible assets.
Moreover, as a
result of the business combination described in Note 2.3.20, the
Group recognized an intangible asset of 6,094,377 corresponding to
the turbogas and turbosteam supply agreements entered into with
CAMMESA for the Thermal Station Brigadier López.
The
Group’s intangible assets are described in note
12.
2.3.8.
Impairment of property, plant and equipment and intangible
assets
The
Group assesses at each reporting period-end whether there is an
indication that an individual component or a group of property,
plant and equipment and/or intangible assets with finite useful
lives may be impaired. If any indication exists, the Group
estimates the asset’s recoverable amount. An asset’s
recoverable amount is the higher of the fair value less costs to
sell that asset, and its value-in-use. That amount is determined
for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or
groups of assets; in which case, the cash flows of the group of
assets that form part of the cash-generating unit
(“CGU”) to which they belong are taken.
Where
the carrying amount of an individual asset or CGU exceeds its
recoverable amount, the individual asset or CGU, as the case may
be, is considered impaired and is written down to its recoverable
amount.
In
assessing value in use of an individual asset or CGU, the estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the individual
asset or CGU, as the case may be.
In
determining fair value less costs to sell, recent market
transactions are taken into account, if available. If no such
transactions can be identified, an appropriate valuation model is
used. These calculations are verified by valuation multiples,
quoted values for similar assets on active markets and other
available fair value indicators, if any.
The
Group bases its impairment calculation on detailed budgets and
forecast calculations which are prepared separately for each of the
Group’s CGU to which the individual assets are allocated.
These detailed budgets and forecast calculations generally cover a
five-year period. For longer periods, a long-term growth rate is
calculated and applied to project future cash flows after the fifth
year. Budgets and calculations related to Complejo
Hidroeléctrico Piedra del Águila are limited to the term
of the concession contract.
Impairment losses
of continuing operations are recognized in a specific line of the
consolidated statement of income.
In
addition, for the assets for which an impairment loss had been
booked, as of each reporting period-end, an assessment is made
whether there is any indication that previously recognized
impairment losses may no longer exist or may have
decreased.
Should
there be such triggering event, the Group makes an estimate of the
recoverable amount of the individual asset or of the cash
generating unit, as the case may be.
A
previously recognized impairment loss is reversed only if there has
been a change in the assumptions used to determine the individual
assets or CGU’s recoverable amount since the last impairment
loss was recognized. The reversal is limited so that the carrying
amount of the asset or CGU does not exceed its recoverable amount,
nor exceed the carrying amount that would have been determined, net
of the related depreciation or amortization, had no impairment loss
been recognized for the asset or CGU in prior periods. Such
reversal is recognized in the statement of income in the same line
in which the related impairment charge was previously recognized
(generally under the cost of sales or other operating expenses),
unless the asset is carried at a revalued amount, in which case,
the reversal is treated as a revaluation increase.
The
Group has identified as signs of potential impairment of its
property, plant and equipment and/or its intangible assets with a
limited useful life, the fall in the share value of the stock of
the Company, the current economic uncertainties, the conversion of
prices in the spot market into Argentine pesos, and in the
particular case of the Company’s gas turbines, the
uncertainty about new projects that would enable the use of the
acquired turbines.
In
order to measure the recoverability of its property, plant and
equipment and its intangible assets with a limited useful life,
with the exception of the generating groups classified as
“Turbines”, the Group has used their use value. As a
result of the recoverability analysis, the Group has decided that
the book value of the assets that form the cash-generating units of
the segment of electric energy generation with renewable energies
and the ones that correspond to the thermal power stations Puerto
Nuevo and Nuevo Puerto, the thermal power stations in Luján de
Cuyo, and the hydroelectric power station Piedra del Águila,
shall not exceed their recoverable value as at December 31,
2019.
CGU
Thermal Station Brigadier López
In
addition, the Group has estimated that the book value of the assets
of the cash-generating unit of the Thermal Station Brigadier
López exceeds its recoverable asset by 3,158,799. Therefore,
an impairment charge was determined and allocated on a pro-rata
basis to property, plant and equipment (968,314 under the item
“Electric power facilities” and 1,113,622 under the
item “Construction in progress”) and to intangible
assets by 1,076,863 under the item “Impairment of property,
plant and equipment and intangible assets” of the
consolidated income statement for the year ended December 31, 2019.
After recognizing this impairment, the book value of the electric
power facilities and the construction in progress for the Thermal
Station Brigadier López, amounted to 3,747,096 and 4,309,395,
respectively, and the value of the intangible assets amounted to
4,167,138.
The key
assumptions to estimate the use value are as follows:
–
Gross margin: the margin has been determined for the budgeted
period (5 years) based on the prices of the sale of energy included
in Resolution 31 and energy supply agreements subscribed, whereas
the costs have been determined over the base of the costs incurred
during the first six months of operations in the power stations.
The highest cost was maintenance, which was estimated maintaining
the conditions of the agreement in force with the provider Siemens
S.A.
–
Discount rate: it represents the market evaluation of the specific
risks of the Company, taking into consideration the time-value of
money. The calculation for the discount rate is based on the
circumstances of the market participants and it is derived from the
weighted average cost of capital (WACC). The WACC rate takes into
consideration both the Company’s debt and equity. The cost of
equity is derived from the expected return of the investment,
whereas the cost of debt is based on the conditions of the debt to
which the rest of the market participants could access to. The
specific risks of the operational segment are incorporated by
applying individual beta factors, which are annually assessed from
the available public information of the market.
The
discount rate used for the determination of the use value as at
December 31, 2019, was 12.3% for the inflows for the year 2020 and
12.6% for the inflows for the next years, both after income
tax.
Any
increase in the discount rate would entail an additional
depreciation for the cash-generation unit Thermal Station Brigadier
López.
–
Macroeconomic variables: the estimated inflation and devaluation
rates, as well as the exchange rates used, were obtained from
external sources being those consulting firms dedicated to the
local and global economic analysis, widely experienced in the
market. An increase in the inflation rates over the devaluation
rates regarding the variables used in the determination of the use
value would entail an additional depreciation for the
cash-generation unit Thermal Station Brigadier
López.
–
Growth rate used to extrapolate the inflows of funds after the
budgeted period: no growth rates were used, since the inflows after
the last year of the budgeted period remained steady, pursuant to
IAS 36.
Turbines
The
Group has revised, as at December 31, 2019, the recoverability of
its turbines included under the item of property, plant and
equipment under the same name, as individual assets and it has
estimated that the book value of the generating group General
Electric, which is stored in the facilities of Nuevo Puerto power
station, and the two generating groups Siemens, which are stored in
the supplier’s facilities, both classified under the item
“Turbines”, exceed their recoverable value by 764,780
and 480,863, respectively. In order to determine the recoverable
value of such generating groups, the Group has used the fair value
less costs of sale approach, basing their estimation in the
valuation performed by a hired independent specialist, and in the
case of the generating group General Electric, adding an estimation
of the necessary costs for the disposition of the asset in the
international market pursuant to the customs and tax regulations in
force and the history of purchase and sale of assets operations of
similar characteristics.
The
fair value determined for the turbines has a fair value hierarchy
Level 3, using the market approach technique. The key assumptions
which the estimation of fair value of the turbines is more
sensitive to are the reference values of transactions which involve
similar gas turbines, considering the value per kW of power at the
date of the valuations, of comparable equipment, taking into
account technical variables, brand and model, geographic location,
preservation status, use, year of origin, among
others.
The
charge for the impairment of the above-mentioned turbines was
recorded in the item “Impairment of property, plant and
equipment and intangible assets” of the consolidated income
statement for the year ended December 30, 2019. After recognizing
the impairment, the book value of the General Electric and Siemens
generation groups amounts to 1,090,604 and 2,987,843,
respectively.
Turbines and
Thermal Station Brigadier López belong to the electric power
generation from conventional sources operating
segment.
2.3.9.
Financial instruments. Presentation, recognition and
measurement
A
financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument
of another entity.
2.3.9.1.
Financial assets
Classification
According to IFRS 9
“Financial instruments”, the Group classifies its
financial assets in three categories:
–
Financial assets at amortized cost
A
financial asset is measured at amortized cost if both of the
following conditions are met: (i) the asset is held within a
business model whose objective is to hold assets in order to
collect contractual cash flows; and (ii) the contractual terms of
the financial asset give rise on specified dates to solely payments
of principal and interest.
Additionally, and
for those assets complying with the above-mentioned conditions,
IFRS 9 provides for the option of determining, at initial
recognition, an asset measured at fair value if doing so would
eliminate or significantly reduce a measurement or recognition
inconsistency, which would appear if the assets or liabilities
valuation or the recognition of their profits or losses are made on
different grounds. The Group has not classified a financial asset
at fair value using this option.
At the
closing of these consolidated financial statements, the financial
assets at amortized cost of the Group include certain cash elements
and cash equivalents and trade and other receivables.
–
Financial assets at fair value through other comprehensive
income
Financial assets
are measured at fair value through other comprehensive income if
they are held in a business model whose objective is achieved by
both collecting contractual cash flows and selling financial
assets.
At the
closing of these consolidated financial statements, the Group has
not financial assets at fair value through other comprehensive
income.
–
Financial assets at fair value through profit or loss
Any
financial assets at fair value through profit or loss belong to a
residual category that includes the financial assets that are not
held in one of the two business models mentioned, including those
kept to negotiate and those classified at fair value at initial
recognition.
At the
closing of these consolidated financial statements, the financial
assets of the Group at fair value through profit or loss include
mutual funds accounted under other financial assets.
Recognition
and measurement
The
purchase and sale of financial assets are recognized at the date on
which the Group commits to purchase or sale the asset.
Financial assets
valued at amortized cost are initially recognized at their fair
value plus cost of transaction. These assets accrue interest
according to the effective interest rate method.
Financial assets
valued at fair value through profit or loss and other comprehensive
income are initially recognized at fair value, and transaction
costs are recognized as expenses in the comprehensive income
statement. Subsequently, they are valued at fair value. Changes in
fair value and income from the sale of financial assets at fair
value through profit or loss and other comprehensive income are
recorded in Finance Income or Finance Expenses and Other
comprehensive income, respectively, in the consolidated statement
of income and comprehensive income, respectively.
In
general, the Group uses the transaction price to determine the fair
value of a financial instrument at the initial recognition. In the
rest of the cases, the Group only records revenue or loss at
initial recognition if the fair value of the instrument is
evidenced with other comparable and visible transactions of the
market for the same instrument or if it is based on a valuation
technique that only includes visible market data. Revenue or loss
not recognized at the initial recognition of a financial asset is
later recognized as long as they derive from a change in factors
(including time) in which the market participants consider
establishing the price.
The
profit or loss of debt instruments are measured at amortized cost
and are not determined in a hedge relationship. They are recognized
in profit or loss when the financial assets are removed or when
impairment is recognized; and during the amortization process using
the effective interest rate method. The Group only reclassifies all
investments in debt instruments when it changes the business model
used to manage those assets.
Derecognition
of financial assets
A
financial asset (or, where applicable, a part of a financial asset
or part of a group of similar financial assets) is derecognized;
that is to say, it is deleted from the statement of financial
position, when:
–
the contractual rights to receive cash flows from the asset have
expired;
–
the contractual rights to receive cash flows from the asset have
been transferred or an obligation has been assumed to pay the
received cash flows in full without material delay to a third party
under a ‘pass-through’ arrangement; and either (a) all
the risks and rewards of the asset have been transferred
substantially, or (b) all the risks and rewards of the asset have
neither been transferred nor retained substantially, but control of
the asset has been transferred.
When
the contractual rights to receive cash flows from an asset have
been transferred or a pass-through arrangement has been entered
into, but all of the risks and rewards of the asset have neither
transferred nor retained substantially and no control of it has
been transferred, such asset shall continue to be recognized to the
extent of the Group’s continuing involvement in it. In this
case, the Group shall also recognize the associated liability. The
transferred asset and the associated liability are measured on a
basis that reflects the rights and obligations that the Group has
retained.
Impairment
of financial assets
IFRS 9
establishes an “expected credit loss” model
(“ECL”). This requires the application of considerable
judgment with regard to how changes in economic factors affect ECL,
which is determined over a weighted average base. ECL results from
the difference between contractual cash flows and cash flows at
current value that the Group expects to receive.
The
impairment model set forth by IFRS 9 is applicable to the financial
assets measured at amortized value or at fair value through changes
in other comprehensive income, except for the investment in equity
securities and assets from the contracts recognized under IFRS
15.
Pursuant to IFRS 9,
loss allowances are measured using one of the following
bases:
–
The 12-month ECL: these are expected credit losses that result from
those default events on the financial instrument that are possible
within 12 months after the reporting date; and
–
Full lifetime expected credit losses: these are expected credit
losses that result from all possible default events over the life
of the financial instrument.
Regard
being had to the clients with which the Group operates and on the
base of the foregoing criteria, the Group did not identify expected
credit losses.
With
regard to financial placements and according to the placement
policies in force, the Group monitors the credit rate and the
credit risk of these instruments. Pursuant to the analysis, the
Group did not identify the need to record impairment of these types
of instruments.
2.3.9.2.
Financial liabilities
Initial
recognition and subsequent measurement
Financial
liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and
borrowings, or as derivatives designated as hedging instruments in
an effective hedge ratio, as appropriate.
Financial
liabilities are initially recognized at their fair value, net of
the incurred transaction costs. Since the Group has no financial
assets whose characteristics require the fair value accounting,
according to IFRS, after the initial recognition, the financial
assets are valued at amortized cost. Any difference between the
amount received as financing (net of transaction costs) and the
reimbursement value is recognized in comprehensive income
throughout the life of the debt financial instrument using the
method of effective interest rate.
At the
closing of these consolidated financial statements, the financial
liabilities classified as loans and borrowings of the Group include
Trade and other payables, overdrafts in bank accounts and Loans and
borrowings that accrue interest.
Derecognition
of financial liabilities
A
financial liability is derecognized when the obligation under the
liability is discharged or cancelled or expires.
When an
existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognized as
finance income or costs in the statement of income, as the case may
be.
2.3.9.3.
Offsetting financial assets and financial liabilities
Financial assets
and financial liabilities are offset, and the net amount presented
in the statement of financial position if, and only if, there is a
currently enforceable legal right to offset the recognized amounts
and there is an intention to settle on a net basis, or to realize
the assets and settle the liabilities simultaneously.
2.3.9.4.
Financial assets and liabilities with related parties
Assets
and liabilities with related parties are recognized initially at
fair value plus directly attributable transaction costs. As long as
credits and debts with related parties do not derive from
arms-length transactions, any difference arising at the initial
recognition between such fair value and the consideration given or
received in return shall be considered as an equity transaction
(capital contribution or payment of dividends, which will depend on
whether it is positive or negative).
Following initial
recognition, these receivables and payables are measured at their
amortized cost through the EIR method. The EIR amortization is
included in finance income or costs or other operating income or
expenses in the statement of income, depending on the nature of the
liability giving rise to it.
2.3.9.5.
Derivative financial instruments and hedge accounting
Initial
recognition and subsequent measurement
The
derivative financial instruments used by the Group are initially
recognized through their fair values at the date on which the
contract is entered into, and they are subsequently measured again
at their fair value. The derivative financial instruments are
accounted as financial assets when their fair value is positive and
as financial liabilities when their fair value is
negative.
The
method to recognize the loss or income from the change in fair
value depends on whether the derivative was determined as a hedge
instrument; in such case, on the nature of the item it is covering.
The Company can determine certain derivative as:
–
Fair value hedge;
–
Cash flow hedge;
At the
beginning of the transaction, the Group records the relationship
between the hedge instruments and items covered, as well as its
objectives for risk management and the strategy to make different
hedge operations. It also records its assessment, both at the
beginning and on a continuous base, on whether the derivatives used
in the hedge transactions are highly effective to compensate
changes in fair value or in the cash flows of the items
covered.
Fair
value hedge
Changes
in fair value of derivatives determined and classified as fair
value hedge are recorded in the statement of comprehensive income
together with any change in the fair value of the covered asset or
liability attributable to the covered risk.
Cash
flow hedge
The
effective part of changes in fair value of the derivatives
determined and classified as cash flow hedge are recognized in
Other comprehensive income. The loss or income related to the
non-effective part is immediately recognized in the statement of
comprehensive income within the Finance Expenses or Finance Income,
respectively.
The
cumulative amounts in Other comprehensive income are recorded in
the statement of comprehensive income in the periods in which the
item covered affects the comprehensive income. In the case of
interest rates hedge, this means the amounts recognized in equity
are reclassified as net finance income as interest is accrued on
associated debts.
As at
December 31, 2019, the Group has no hedging derivative
instruments.
Swap
contracts of interest rate are measured at their current value at
the closing of each period or fiscal year and are stated as assets
or liabilities depending on the rights and obligations emerging
from the respective contracts. Swap contracts were classified as
efficient hedge of cash flows risk. Changes in the accounting
measure of swap contracts are recognized in equity in the account
Other comprehensive income. These changes recognized in equity are
reclassified at the loss or income for the period or fiscal year in
which the interest of variable rate loans object of the hedge is
recognized in the statement of comprehensive income.
If the
hedge instrument expires or is sold, it is expired or executed
without a replacement or successive renewal (as part of the hedging
strategy), or if its appointment as hedge is revoked, or if the
hedge no longer complies with the requirements to apply hedge
accountability, any cumulative revenue or loss previously
recognized in the other comprehensive income will stay separate in
equity until the expected transaction takes place. If in the future
transaction it is not expected to have the amount included in the
cash flow hedge reserve, it must be immediately reclassified to the
consolidated comprehensive income.
2.3.10.
Inventories
Inventories are
valued at the lower of acquisition cost and net realizable value.
In the estimation of recoverable values, the purpose of the asset
to be measured and the movements of items of slow or scarce
rotation are taken into account. Inventories balance is not higher
than its net realizable value at the corresponding
dates.
2.3.11.
Cash and cash equivalents
Cash is
deemed to include both cash fund and freely-available bank deposits
on demand. Short-term deposits are deemed to include short-term
investments with significant liquidity and free availability that,
subject to no previous notice or material cost, may be easily
converted into a specific cash amount that is known with a high
degree of certainty upon the acquisition, are subject to an
insignificant risk of changes in value, maturing up to three months
after the date of the related acquisitions, and whose main purpose
is not investment or any other similar purpose, but settling
short-term commitments.
For the
purpose of the consolidated statement of financial position and the
consolidated statement of cash flows, cash and cash equivalents
comprise cash at banks and on hand and short-term investments
meeting the abovementioned conditions.
2.3.12.
Provisions
Provisions are
recognized when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the
amount of the obligation. Where the Group expects some or all of a
provision to be reimbursed, for example under an insurance
contract, the reimbursement is recognized as a separate asset but
only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of income
under the item that better reflects the nature of the provision net
of any reimbursement to the extent that the latter is virtually
certain.
If the
effect of the time value of money is material, provisions are
discounted using a current pre-tax market rate that reflects, where
appropriate, the risks specific to the liability. Where discounting
is used, the increase in the provision due to the passage of time
is recognized as a finance cost in the statement of
income.
–
Provision for lawsuits and claims
In the
ordinary course of business, the Group is exposed to claims of
different natures (e.g., commercial, labor, tax, social security,
foreign exchange or customs claims) and other contingent situations
derived from the interpretation of current legislation, which
result in a loss, the materialization of which depends on whether
one more events occur or not. In assessing these situations,
Management uses its own judgment and advice of its legal counsel,
both internal and external, as well as the evidence available as of
the related dates. If the assessment of the contingency reveals the
likelihood of the materialization of a loss and the amount can be
reliably estimated, a provision for lawsuits and claims is recorded
as of the end of the reporting period.
2.3.13.
Contingent liabilities
A
contingent liability is: (i) a possible obligation that arises from
past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the entity; or (ii) a present
obligation that arises from past events but is not recognized
because: (a) it is not probable that an outflow of resources
embodying economic benefits will be required to settle the
obligation; or (2) the amount of the obligation cannot be measured
with sufficient reliability.
A
contingent liability is not recognized in financial statements; it
is reported in notes, unless the possibility of an outflow of
resources to settle such liability is remote. For each type of
contingent liability as of the relevant reporting period-end dates,
the Group shall disclose (i) a brief description of the nature of
the obligation and,
if
possible, (ii) an estimate of its financial impact; (iii) an
indication of the uncertainties about the amount or timing of those
outflows; and (iv) the possibility of obtaining potential
reimbursements.
2.3.14.
Contingent assets
A
contingent asset is a possible asset that arises from past events
and whose existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly
within the control of the Group.
A
contingent asset is not recognized in financial statements; it is
reported in notes only where an inflow of economic benefits is
probable. For each type of contingent asset as of the relevant
reporting period-end dates, the Group shall disclose (i) a brief
description of the nature thereof and, if possible, (ii) an
estimate of its financial impact.
2.3.15.
Employee benefits
Employee short-term
benefits:
The
Group recognizes short-term benefits to employees, such as salary,
vacation pay, bonuses, among others, on an accrued basis and
includes the benefits arising from collective bargaining
agreements.
Post-employment
employee long-term benefits:
The
Group grants benefits to all trade-union employees when obtaining
the ordinary retirement benefit under the Argentine Integrated
Pension Fund System, based on multiples of the relevant
employees’ salaries.
The
amount recognized as a liability for such benefits includes the
present value of the liability at the end of the reporting period,
and it is determined through actuarial valuations using the
projected unit credit method.
Actuarial gains and
losses are fully recognized in other comprehensive income in the
period when they occur and immediately allocated to unappropriated
retained earnings (accumulated losses), and not reclassified to
income in subsequent periods.
The
Group recognizes the net amount of the following amounts as expense
or income in the statement of income for the reporting year: (a)
the cost of service for the current period; (b) the cost of
interest; (c) the past service cost, and (d) the effect of any
curtailment or settlement.
Other
long-term employee benefits:
The
Group grants seniority-based benefits to all trade-union employees
when reaching a specific seniority, based on their normal
salaries.
The
amount recognized as liabilities for other long-term benefits to
employees is the present value of the liability at the end of the
reporting period. The Group recognizes the net amount of the
following amounts as expense or income: (a) the cost of service for
the current period; (b) the cost of interest; (c) actuarial income
and loss, which shall be recognized immediately and in full; (d)
the past service cost, which shall be recognized immediately and in
full; and (e) the effect of any curtailment or
settlement.
2.3.16.
Share-based payments
The
cost of share-based payments transactions that are settled with
equity instruments of one of our subsidiaries is determined by the
fair value at the date when the grant is made using an appropriate
valuation model.
This
cost is recognized in the consolidated financial statements under
employee benefits expense, together with a corresponding total
increase in non-controlling interest.
During
the years ended December 31, 2019 and 2018 the expense booked in
the consolidated financial statements under employee benefits
expense amounts to 48,557 and 20,566, respectively.
2.3.17.
Investment in associates
The
Group’s investments in associates are accounted for using the
equity method. An associate is an entity over which the Group has
significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the
investee, but is neither control nor joint control.
According to the
equity method, investments in associates are originally booked in
the statement of financial position at cost, plus (less) the
changes in the Group’s ownership interests in the
associates’ net assets subsequent to the acquisition date. If
any, goodwill relating to the associate is included in the carrying
amount of the investment and is neither amortized nor individually
tested for impairment.
If the
cost of the investments is lower than the proportional share as of
the date of acquisition on the fair value of the associate’s
assets and liabilities, a gain is recognized in the period in which
the investment was acquired.
The
statement of income reflects the share of the results of operations
of the associates adjusted on the basis of the fair values
estimated as of the date on which the investment was incorporated.
When there has been a change recognized directly in the equity of
the associates, the Group recognizes its share of any changes and
includes them, when applicable, in the statement of changes in
equity.
The
Group’s share of profit of an associate is shown in a single
line on the main body of the consolidated statement of income. This
share of profit includes income or loss after taxes of the
associates.
The
financial information of the associates is prepared for the same
reporting period as the Group. When necessary, adjustments are made
to bring the accounting policies of the associates in line with
those of the Group.
After
application of the equity method, the Group determines whether it
is necessary to recognize impairment losses on its investment in
its associates. At each reporting date, the Group determines
whether there is objective evidence that the value of investment in
the associates has been impaired. If such was the case, the Group
calculates the amount of impairment as the difference between the
recoverable amount of the investment in the associates and its
carrying value, and recognizes the loss as “Share of losses
of an associate” in the statement of income.
Upon
loss of significant influence over the associate, the Group
measures and recognizes any retained investment at its fair value.
If such was the case, any difference between the carrying amounts
of the investment in the associate and the fair value on any
retained investment, as well as the disposal proceeds, are
recognized in the statement of income.
The
information related to associates is included in note 3 and Exhibit
C.
2.3.18.
Information on operating segments
For
management purposes, the Group is organized in four different
business units to carry out its activities, as
follows:
–
Electric power generation from conventional sources: the Group is
engaged in the production of electric power from conventional
sources and its sale. This business unit does not include La Plata
plant operations due to the sale of such facility (See
Note 19.8).
–
Electric power generation from renewable sources: the Group also is
engaged in the production of electric power from renewable sources
and its sale.
–
Natural gas transport and distribution: through its equity
investees companies Distribuidora de Gas del Centro S.A. and
Distribuidora de Gas Cuyana S.A. the Group is engaged in the
natural gas distribution public sector service in the Cuyo and
Centro regions of Argentina and it is also engaged in the natural
gas transport sector service through its equity investee Company
Transportadora de Gas del Mecrosur S.A. Also, the Company
resells certain gas transport and distribution capacity that was
previously contracted by the Company.
–
Management and operations of thermal plants: through its equity
investees Termoeléctrica José de San
Martín S.A. and Termoeléctrica Manuel
Belgrano S.A. and its subsidiary Central Vuelta de
Obligado S.A. the Group is engaged in the management and
operations of these thermal plants.
The
Group has three reporting segments: production of electric power
from conventional sources, production of electric power from
renewable sources and natural gas transport and distribution.
Management and operations activities are included in others,
because the information is not material.
The
financial performance of segments is evaluated based on net income
and measured consistently with the net income disclosed in the
financial statements (Note 4).
2.3.19.
Non-current assets held for sale and discontinued
operations
The
Group classifies non-current assets and disposal groups as held for
sale if their carrying amounts will be recovered principally
through a sale transaction or its distribution to the shareholders
rather than through continuing use. Such assets are measured at the
lower of their carrying amount and fair value less costs to sell.
Costs to sell are the incremental costs directly attributable to
the disposal of an asset (disposal group), excluding finance costs
and income tax expense.
The
criteria for held for sale classification is regarded as met only
when the sale is highly probable and the asset or disposal group is
available for immediate sale in its present condition. Actions
required to complete the sale should indicate that it is unlikely
that significant changes to the sale will be made or that the
decision to sale will be withdrawn. Management must be committed to
the plan to sell the asset and the sale expected to be completed
within one year from the date of the classification.
Property, plant and
equipment and intangible assets are not depreciated or amortized
once classified as held for sale.
Assets
and liabilities classified as held for sale are presented
separately as current items in the consolidated statement of
financial position.
A
disposal group qualifies as discontinued operation if:
–
It is a component of the Group that represents a cash generating
unit or a group of cash generating units,
–
it is classified as held for sale or as for distribution to equity
holders, or it has already been disposed for distribution to the
shareholders, and;
–
it represents a separate major line of business or geographical
area of operations or it is a subsidiary acquired exclusively with
a view to resale.
Discontinued
operations are excluded from the results of continuing operations
and are presented as a single amount as income or loss after tax
from discontinued operations in the consolidated statement of
income.
Additional
disclosures are provided in note 18. All other notes to the
consolidated financial statements include amounts for continuing
operations, unless indicated otherwise.
2.3.20.
Business combinations
Business
combinations are accounted using the acquisition method when the
Group takes effective control of the acquired company.
The
Group will recognize in its financial statements the acquired
identifiable assets, the assumed liabilities, any non-controlling
interest and, if any, goodwill according to IFRS 3.
The
acquisition cost is measured as the addition of the transferred
consideration, measured at fair value on that date, and the amount
of any non-controlling interest in the acquiree. The Group will
measure the non-controlling interest in the acquiree at fair value
or at the proportional interest in the identifiable net assets of
the acquiree.
If the
business combination is made in stages, the Group will measure
again its previous holding at fair value at the acquisition date
and will recognize income or loss in the consolidated statement of
comprehensive income.
Goodwill is
measured at cost, as excess of the transferred consideration
regarding the acquired identifiable assets and the net assumed
liabilities of the Group. If this consideration is lower than the
fair value of the identifiable assets and of the assumed
liabilities, the difference is recognized in the consolidated
statement of comprehensive income.
As
described in Note 11.4, on June 14, 2019, the Company acquired
the Thermal Station Brigadier López (“the
Station”) and the real estate on which the Station is
located. The fair value of the identifiable assets and liabilities
transferred at the date of the acquisition, which was determined
temporarily in accordance with IFRS 3, is as
follows:
|
|
|
|
Assets
|
|
|
|
|
|
Property,
plant and equipment
|
10,490,386
|
|
Intangible
assets
|
6,094,377
|
|
Other
non-financial assets
|
37,177
|
|
Trade
and other receivables, net
|
751,875
|
|
|
17,373,815
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Other
loans and borrowings
|
(8,429,947)
|
|
Compensation
and employee benefits liabilities
|
(9,028)
|
|
|
(8,438,975)
|
|
Total identifiable net assets measured at fair value
|
8,934,840
|
The
business combination was accounted using the “acquisition
method” set forth in IFRS 3. Even though the legal,
economic-financial, tax, technical effects and any other effects
produced after the execution of the transference agreement, were
deemed as produced as from April 1, 2019, the Company
considered, in order to comply with IFRS 3, that the acquisition
date was June 14, 2019; thus, the Company has recognized the
business combination as from that date. As a result of the
application of such method, the Company considers that the
consideration paid is similar to the fair value of the assets and
liabilities acquired at the acquisition date.
The
Company has made the price allocation and the valuation at fair
value of the identifiable assets and the assumed liabilities based
on an independent assessment made by a specialist.
The
results for the operation of the Station and the results related to
the associated financial debt, that were both accrued after the
acquisition date, amounted to: 3,413,265 for revenues; 3,071,360
for financial costs of the financial debt; and 119,047 loss before
income tax (without considering impairment of property, plant and
equipment and intangible assets for 3,158,799 described in Note
2.3.8). These results have been included in the consolidated income
statement for the year ended December 31, 2019.
The
Company does not have the necessary information to present the
foregoing figures as if the acquisition of the Station took place
at the beginning of this fiscal year.
2.4.
Significant accounting estimates and assumptions
The
preparation of the Group’s financial statements requires
management to make significant estimates and assumptions that
affect the recorded amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities, at the
end of the reporting period. In this sense, the uncertainties
related to the estimates and assumptions adopted could give rise in
the future to final results that could differ from those estimates
and require significant adjustments to the amounts of the assets
and liabilities affected.
The key
assumptions concerning the future and other key sources of
estimation uncertainty at the end of the reporting period, that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year, are described below. The Group based its accounting
assumptions and significant estimates on parameters available when
the financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to
market changes or circumstances arising beyond the control of the
Group. Such changes are reflected in the assumptions when they
occur.
The terms for collection and the valuation of accumulated amounts
related to receivables under Resolution 95 and receivables under
Resolution 406 (from 2008 and thereafter).
Collection of the
principal and interest on these receivables is subject to various
business risks and uncertainties including, but not limited to,
regulatory changes that could impact the timing and amount of
collections, and economic conditions in Argentina. These
assumptions are reviewed at the end of each reporting period.
Actual future cash flows could differ from these
estimates.
Recoverability of property, plant and equipment and intangible
assets:
At each
closing date of the reported period, the Group evaluates if there
is any sign that the property, plant and equipment and/or
intangible assets with finite useful lives may have their value
impaired. Impairment exists when the book value of assets related
to the Cash Generating Unit (CGU) exceeds its recoverable value,
which is the higher between its fair value loss costs of sale of
such asset and value in use. The value in use is calculated through
the estimation of future cash flows discounted at their present
value through a discount rate that reflects the current assessments
of the market over the temporal value of money and the specific
risks of each CGU. Projection calculations cover a five-year
period. The recoverable value is sensitive to the used discount
rate, as well as the estimated inflows and the growth
rate.
The probability of occurrence and the amount of liabilities related
to lawsuits and claims:
The
Group based its estimates on the opinions of its legal counsel
available when the consolidated financial statements were prepared.
Existing circumstances and assumptions, however, may change due to
changes in circumstances arising beyond the control of the
Group.
Long-term employee benefit plan
The
plan costs are determined by actuarial valuations. Actuarial
valuations involve several assumptions that might differ from the
results that will actually occur in the future.
These
assumptions include the assessment of the discount rate, future
salary increases and mortality rates. Due to the complexity of the
valuation, the underlying assumptions and its long-term nature, the
benefit obligations are sensitive to changes in these assumptions.
These assumptions are reviewed at the end of each reporting
period.
2.5.
Changes in accounting policies
New
standards and interpretations adopted
As from
the fiscal year beginning January 1, 2019, 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.
IFRS
16 Leases
In
January 2016, the IASB issued the final version of IFRS 16 and it
replaces IAS 17 Leases, IFRIC 4 Determining whether an arrangement
contains a lease, SIC-15 Operating leases-incentives and SIC-27
Evaluating the substance of transactions involving the legal form
of a lease. IFRS 16 sets out the principles for the recognition,
measurement, presentation and disclosure of leases and requires
lessees to account for all leases under a single on-balance sheet
model similar to the accounting for finance leases under IAS 17.
The standard includes two recognition exemptions leases of
“low-value” assets (e.g., personal computers) and
short-term leases (i.e., leases with a lease term of 12 months or
less). At the commencement date of a lease, a lessee will recognize
a liability to make lease payments (i.e., the lease liability) and
an asset representing the right to use the underlying asset during
the lease term (i.e., the right to-use asset). Lessees will be
required to separately recognize the interest expense on the lease
liability and the depreciation expense on the rightof - use
asset.
Lessor
accounting under IFRS 16 is substantially unchanged from
today’s accounting under IAS 17. Lessors will continue to
classify all leases using the same classification principle as in
IAS 17 and distinguish between two types of leases: operating and
finance leases. IFRS 16 also requires lessees and lessors to make
more extensive disclosures than under IAS 17. IFRS 16 is effective
for annual periods beginning on or after January 1, 2019. Early
adoption is permitted, but not before the entity applies IFRS 15. A
lessee can choose to apply the standard using either a full
retrospective or modifies retrospective approach.
As of
December 31, 2019, these changes did not have significative effects
on the Group.
IFRIC
Interpretation 23 - Uncertainty over Income Tax
Treatments
In June
2017, the IASB issued IFRIC Interpretation 23 - Uncertainty over
Income Tax Treatments. The Interpretation clarifies application of
recognition and measurement requirements in IAS 12 Income Taxes
when there is uncertainty over income tax treatments. The
Interpretation specifically addresses the following:
(a) whether an entity considers uncertain tax treatments
separately, (b) the assumptions an entity makes about the
examination of tax treatments by taxation authorities, (c) how
an entity determines taxable profit (tax loss), tax bases, unused
tax losses, unused tax credits and tax rates and (d) how an entity
considers changes in facts and circumstances. IFRIC 23 is effective
for annual periods beginning on or after January 1,
2019.
The
Group determines whether each tax treatment should be considered
independently or whether some tax treatments should be considered
together, and uses an approach that provides better predictions of
the resolution of the uncertainty.
The
Group applies significant judgment when identifying uncertainties
on the income tax treatment. The Group evaluated whether the
Interpretation had an impact on its consolidated financial
statements, especially within the framework of tax inflation
adjustment in determining the tax income of mentioned
periods:
a) Income tax
return for fiscal year 2014
In
February 2015 CPSA, for itself and as the successor company of
Hidroeléctrica Piedra del Águila (HPDA) (the merged
company) filed income tax returns for the nine-month period ended
September 30, 2014, applying the adjustment for inflation mechanism
established by the Argentine Income Tax Law. In addition, the
Company filed its income tax return for the three-month period
ended December 31, 2014, applying the same adjustment for inflation
mechanism established by the Argentine Income Tax Law.
b) Action for
recovery - Income tax refund for fiscal period 2010
In
December 2014, the Company, as merging company and continuing
company of HPDA, raised a recourse action before fiscal authorities
regarding the income tax for the fiscal period 2010 that amounted
to 67,383 at historical values (537,681 adjusted for inflation),
which was incorrectly entered by HPDA. This recourse action seeks
to recover the income tax entered by HPDA in accordance with the
lack of application of the inflation- adjustment mechanism
established by the Law on Income Tax. In December 2015, the term
stated by Law no. 11 683 elapsed, the Company brought a
contentious-administrative claim before the National Court to ask
for its right to recourse for an amount of 67,612 at historical
values (539,508 adjusted for inflation).
In
October 2018, the Company was served notice of the judgment issued
by the Federal Contentious- Administrative Court No. 5, which
granted the right to recourse. The judgment ordered tax authorities
to return the amount of 67,612 (at historical values) to the
Company plus the interest stated in the BCRA Communication 14290
and ordered that legal cost must be borne by the defendant. Such
judgment was appealed by the National Tax Administration, and on
September 9, 2019, Division I of the National Court of Appeals of
the Federal Contentious- Administrative Court
(“CNACAF”) confirmed the appealed judgment. On
September 24, 2019, the National Tax Administration raised Federal
Extraordinary Appeal (“REF”) against CNACAF judgment,
which was replied by the Company. On October 29, 2019, CNACAF
granted the REF and sent the file to the Argentine Supreme
Court.
c)
Action for recovery - income tax refund for fiscal years 2009, 2011
and 2012
In
December 2015, the Company filed a petition with the Argentine Tax
Authorities for the recovery of income tax for the fiscal year
2009, in the amount of 20,395 at historical values (183,240
adjusted for inflation) which had been incorrectly paid by the
Company in excess of our income tax liability. By filling such
action, we seek to recover the excess income tax paid by CPSA due
to the failure to apply the adjustment for inflation set forth in
the Argentine Income Tax Law. On April 22, 2016, after the term
required by Law No. 11,683 expired, the Company filed an action for
recovery for the amount claimed with the Argentinean Tax Court. On
September 27, 2019, the judge entered judgment rejecting the
complaint filed by the Company. Such judgment was appealed by the
Company last October 4, 2019.
In
December 2018, the Company brought two administrative complaints of
recovery before AFIP: the first one was filed by the Company, as
merging company and continuing company of HPDA, regarding the
income tax for the fiscal period 2012 that amounted to 62,331 at
historical values (389,131 at values adjusted for inflation), which
was entered in excess by HPDA. The second complaint was filed by
the Company regarding the income tax for the same fiscal period
that amounted to 33,265 at historical value (207.673 at values
adjusted for inflation), which was entered in excess by the
Company. These recourse actions seek to recover the income tax
entered by HPDA and the Company in accordance with the lack of
application of the inflation-adjustment mechanism aforementioned.
On September 12, 2019, the Company filed both recourse actions
before the Federal Contentious- Administrative Court against
AFIP-DGI in accordance with Section 82, paragraph “c”
of Law no. 11683 (restated text 1998 as amended), as the term
established in the second paragraph of Section 81 of such law had
elapsed.
After
adopting the Interpretation, the Group considered, based on the
opinion of its legal counselors and on the new guidelines
introduced by IFRIC 23: 1) regarding the income tax 2014
determination stated in a), that it is probable that tax
authorities will accept the position and, therefore, it is not
required to register a liability under such item, and 2) regarding
recourse actions for income tax, except for the case of recourse
action by HPDA for the fiscal period 2011, that it is also probable
that tax authorities will accept the positions adopted by the
Company; therefore, an asset has been recognized for such recourse
actions.
Consequently, the
Company has recognized an income for 756,526 regarding the adoption
of IFRIC 23, with an impact on retained earnings at the beginning
of this fiscal year, as it is established by the Interpretation,
and an asset for 127,441 included in the item “Other
non-financial assets” of Current Assets under “Income
Tax Credits”.
2.6.
IFRS issued but not yet effective
The
following new and/or amended standards and interpretations have
been issued but were not effective as of the date of issuance of
these consolidated financial statements of the Group. In this
sense, only the new and/or amended standards and interpretations
that the Group expects to be applicable in the future are
indicated. In general, the Group intends to adopt these standards,
as applicable, when they become effective.
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 shall not be 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 is not expected to have a
significant impact on the consolidated financial statements of the
Group.
3.
Investment in
associates
The
book value of investment in associates as of December 31, 2019 and
2018 amounts to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Termoeléctrica
José de San Martin S.A.
|
64,947
|
85,365
|
|
Termoeléctrica
Manuel Belgrano S.A.
|
69,836
|
75,590
|
|
ECOGAS Group (Note
3.2)
|
3,219,803
|
2,810,346
|
|
Transportadora de
Gas del Mercosur S.A.
|
95,879
|
102,574
|
|
Others
|
104
|
213
|
|
|
3,450,569
|
3,074,088
|
|
|
|
|
|
The share of the
profit of associates for the years ended December 31, 2019 and 2018
amounts to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termoeléctrica
José de San Martin S.A.
|
45,936
|
55,244
|
|
Termoeléctrica
Manuel Belgrano S.A.
|
44,762
|
44,958
|
|
ECOGAS Group (Note
3.2)
|
1,021,975
|
1,555,590
|
|
Transportadora de
Gas del Mercosur S.A.
|
(6,695)
|
(4,040)
|
|
Others
|
7,319
|
693
|
|
|
1,113,297
|
1,652,445
|
3.1.
TJSM and TMB
As of
December 31, 2019, the Group has a 30.8752% interest in TSM and
30.9464% interest in 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, as described in
Note 1.2 a), 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 actions 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.
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.
The
values recorded in these financial statements of the investments of
TMB and TSM are detailed in Exhibit C.
During
the years ended December 31, 2019 and 2018, the Company received
cash dividends from TMB and TSM for 117,227 and 84,337,
respectively.
3.2.
Investments in gas distribution
The
Group holds ownership interests of 42.31% in Inversora de Gas del
Centro S.A. (“IGCE”, the controlling company of
Distribuidora de Gas del Centro S.A. “DGCE” and
Distribuidora de Gas Cuyana S.A. “DGCU”) and
17.20% in DGCE (from now on, “ECOGAS Group”).
Consequently, the Group holds, both directly and indirectly, a
40.59% of the capital stock of DGCE, and, indirectly, a 21.58%
interest in DGCU, both of which are engaged in the distribution of
natural gas. The Company does not control such
companies.
IGCE is
a private, unlisted company which holds a 51% equity interest in
DGCE, a company engaged in the distribution of natural gas in the
provinces of Cordoba, La Rioja and Catamarca, Argentine, and a 51%
equity interest in DGCU, a company engaged in the distribution of
natural gas in the provinces of Mendoza, San Juan and San
Luis.
During
September 2019, the Group received dividends of 278,868 from ECOGAS
Group. On October 31, 2019 the Group received dividends of
333,653 from ECOGAS Group.
On
February 23, 2018, our Board of Directors approved the sale process
of up to 27,597,032 DGCE shares, which represent 17,20% of its
capital stock, through a potential initial public offering of DGCE
in the Argentine Republic. On March 14, 2018, the Company
authorized the offer of up to 10,075,952 shares of DGCE, subject to
market conditions. However, due to market reasons, DGCE
shareholders decided to postpone the offer. On October 24, 2019,
CNV notified DGCE on the resolution whereby it decided to cancel,
as of that date, the authorization given to DGCE to make a public
offer of its shares due to an absence of negotiable instruments
placing.
3.3.
Transportadora de Gas del Mercosur S.A.
The
Group has a 20% interest in Transportadora de Gas del Mercosur S.A.
(“TGM”). This Company has a gas pipeline that covers
the area from Aldea Brasilera (in the Province of Entre Ríos)
to Paso de los Libres (in the Province of Corrientes). In 2009, TGM
terminated its contract with YPF, which was its only client to
date, on the grounds of consecutive non-compliances. On December
22, 2017, YPF agreed to pay TGM USD 114,000,000 as full and
final settlement to cover all the complaints TGM claims against
YPF. TGM is a private unlisted company.
4.
Operating segments
The
following provides summarized information of the operating segments
for the years ended December 31, 2019 and 2018:
|
|
Electric
Power Generation from conventional sources
|
Electric
Power Generation from renewable sources
|
Natural
Gas Transport and Distribution (1) (2)
|
|
Adjustments
and
Eliminations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
32,118,483
|
3,045,780
|
16,251,095
|
1,674,019
|
(17,128,593)
|
35,960,784
|
|
Cost of
sales
|
(17,637,834)
|
(728,031)
|
(12,560,787)
|
(1,090,658)
|
13,060,636
|
(18,956,674)
|
|
Administrative and
selling expenses
|
(2,363,535)
|
(269,870)
|
(1,994,006)
|
-
|
1,994,006
|
(2,633,405)
|
|
Other operating
income
|
18,246,996
|
84,528
|
484,018
|
21,680
|
(484,018)
|
18,353,204
|
|
Other operating
expenses
|
(13,676)
|
(253,440)
|
(19,970)
|
(3,638)
|
19,970
|
(270,754)
|
|
Impairment of
property, plant and equipment and intangible assets
|
(4,404,442)
|
-
|
-
|
-
|
-
|
(4,404,442)
|
|
|
|
|
|
|
|
|
|
Operating
income
|
25,945,992
|
1,878,967
|
2,160,350
|
601,403
|
(2,537,999)
|
28,048,713
|
|
|
|
|
|
|
|
|
|
Other (expenses)
income
|
(17,701,140)
|
(2,756,412)
|
677,068
|
(161,921)
|
554,547
|
(19,387,858)
|
|
|
|
|
|
|
|
|
|
Net income for the
segment
|
8,244,852
|
(877,445)
|
2,837,418
|
439,482
|
(1,983,452)
|
8,660,855
|
|
Share
in the net income for the segment
|
8,244,852
|
(877,445)
|
1,047,213
|
246,235
|
-
|
8,660,855
|
|
|
Electric
Power Generation from conventional sources
|
Electric
Power Generation from renewable sources
|
Natural
Gas Transport and Distribution (1) (2)
|
|
Adjustments
and
Eliminations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
20,323,323
|
921,939
|
26,306,641
|
1,697,151
|
(27,304,293)
|
21,944,761
|
|
Cost of
sales
|
(9,208,981)
|
(271,617)
|
(17,463,403)
|
(1,020,126)
|
17,985,484
|
(9,978,643)
|
|
Administrative and
selling expenses
|
(1,981,869)
|
(155,380)
|
(3,113,691)
|
-
|
3,113,691
|
(2,137,249)
|
|
Other operating
income
|
20,202,668
|
115,074
|
354,251
|
23,273
|
(354,251)
|
20,341,015
|
|
Other operating
expenses
|
(92,676)
|
(109,556)
|
(86,149)
|
(2,182)
|
86,149
|
(204,414)
|
|
CVO Receivables
update
|
16,947,737
|
-
|
-
|
-
|
-
|
16,947,737
|
|
|
|
|
|
|
|
|
|
Operating
income
|
46,190,202
|
500,460
|
5,997,649
|
698,116
|
(6,473,220)
|
46,913,207
|
|
|
|
|
|
|
|
|
|
Other (expenses)
income
|
(18,591,109)
|
(2,680,494)
|
(1,766,571)
|
(223,892)
|
2,360,781
|
(20,901,285)
|
|
|
|
|
|
|
|
|
|
Net income for the
segment
|
27,599,093
|
(2,180,034)
|
4,231,078
|
474,224
|
(4,112,439)
|
26,011,922
|
|
Share in the net income for the segment
|
27,599,093
|
(2,180,034)
|
392,480
|
200,383
|
-
|
26,011,922
|
(1)
Includes information from associates.
(2)
Includes income (expenses) related to resale of gas transport and
distribution capacity.
Major
customers
During
the years ended December 31, 2019 and 2018 revenues from CAMMESA
amounted to 96% and 93%, respectively, from total Group
revenues.
|
5.
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from
Resolution 1, SEE 19, SGE Resolution 70/2018, and
amendments
|
27,378,909
|
19,487,339
|
|
Sales under
contracts
|
7,350,706
|
1,379,572
|
|
Steam
sales
|
434,648
|
378,351
|
|
Resale of gas
transport and distribution capacity
|
286,282
|
298,264
|
|
Revenues from CVO
thermal plant management
|
510,239
|
401,235
|
|
|
35,960,784
|
21,944,761
|
|
6.
Other income and
expenses
|
|
|
|
|
|
|
|
6.1.
Other operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earned
from customers
|
6.435.008(1)
|
2.497.175
|
|
Foreign exchange
difference, net
|
11.912.288(2)
|
17.542.426
|
|
Recovery of
insurance
|
248
|
279,167
|
|
Others
|
5,660
|
22,247
|
|
|
18,353,204
|
20,341,015
|
(1)
Includes 23,686 and 52,908 related to
receivables under FONINVEMEM I and II Agreements for the years
ended December 31, 2019 and 2018, respectively. It also includes
2,425,779 and 1,707,897 related to CVO receivables for the years
ended December 31, 2019 and 2018, respectively.
(2)
Includes 450,546 and 1,019,092 related
to receivables under FONINVEMEM I and II Agreements for the years
ended December 31, 2019 and 2018, respectively. It also includes
10,775,554 and 15,567,267 related to CVO receivables for the years
ended December 31, 2019 and 2018.
|
6.2.
Other operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge related to
the provision for lawsuits and claims
|
(5,282)
|
(136,959)
|
|
Material and spare
parts impairment (Exhibit E)
|
(31,568)
|
(58,295)
|
|
Charge related to
the allowance for doubtful accounts
|
(9,667)
|
-
|
|
Charge related to
discount tax credits
|
(223,885)
|
-
|
|
Others
|
(352)
|
(9,160)
|
|
|
(270,754)
|
(204,414)
|
|
6.3.
Finance income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
earned
|
29,483
|
79,534
|
|
Net income on
financial assets at fair value through profit or loss
(1)
|
1,261,304
|
785,696
|
|
Foreign exchange
differences
|
2,309,920
|
2,048,075
|
|
Net income on
disposal of financial assets at fair value through other
comprehensive income (1)
|
-
|
594,371
|
|
|
3,600,707
|
3,507,676
|
|
|
|
|
|
(1) Net of
96,035 and 55,524 corresponding to turnover tax for the years ended
December 31, 2019 and 2018, respectively.
|
|
|
|
6.4.
Finance expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on loans
and borrowings from CAMMESA
|
(3,211,221)
|
(2,274,567)
|
|
Foreign exchange
differences
|
(12,028,829)
|
(7,328,225)
|
|
Bank commissions
for loans and others
|
(160,134)
|
(90,005)
|
|
Others
|
(524,683)
|
-
|
|
|
(15,924,867)
|
(9,692,797)
|
|
6.5.
Movements from financial
assets at fair value through
other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
assets at fair value through other comprehensive
income
|
|
|
|
Gains for the
year
|
-
|
98,727
|
|
Reclassification
adjustments to income
|
-
|
(631,953)
|
|
Loss
for financial assets at fair value through other comprehensive
income
|
-
|
(533,226)
|
7.
Income tax
The
major components of income tax during the years ended December 31,
2019 and 2018, are the following:
Consolidated
statements of income and comprehensive income
Consolidated
statement of income
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
income tax
|
|
|
|
Income tax charge
for the year
|
(6,955,388)
|
(8,486,629)
|
|
Adjustment related
to current income tax for the prior year
|
27,900
|
(8,130)
|
|
|
|
|
|
Deferred
income tax
|
|
|
|
Related to the net
variation in temporary differences
|
1,182,246
|
(1,664,873)
|
|
Income
tax
|
(5,745,242)
|
(10,159,632)
|
|
Consolidated
statement of comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax for the year related to items charged or credited directly to
other comprehensive income
|
|
|
|
Deferred income
tax
|
11,563
|
203,772
|
|
Income
tax charged to other comprehensive income
|
11,563
|
203,772
|
The
reconciliation between income tax in the consolidated statement of
income and the accounting income multiplied by the statutory income
tax rate for the years ended December 31, 2019 and 2018, is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before
income tax from continuing operations
|
14,406,097
|
36,171,554
|
|
Income before
income tax from discontinued operations
|
-
|
505,823
|
|
Income
before income tax
|
14,406,097
|
36,677,377
|
|
|
|
|
|
At statutory income
tax rate of 30%
|
(4,321,830)
|
(11,003,212)
|
|
Share of the profit
of associates
|
175,163
|
(23,313)
|
|
Adjustment related
to current income tax for the prior year
|
27,900
|
(8,130)
|
|
Effect related to
statutory income tax rate change (1)
|
1,044,773
|
282,393
|
|
Effect of IFRIC 23
adoption
|
63,751
|
-
|
|
Effect related to
the discount of income tax payable
|
(560,260)
|
1,122,483
|
|
Tax inflation
adjustment deferral
|
(465,186)
|
-
|
|
Loss on net
monetary position
|
(1,417,672)
|
(605,627)
|
|
Business
combination tax effects
|
(189,720)
|
-
|
|
Others
|
(102,161)
|
(5,199)
|
|
|
(5,745,242)
|
(10,240,605)
|
|
Income tax
attributable to continuing operations
|
(5,745,242)
|
(10,159,632)
|
|
Income tax
attributable to discontinued operations
|
-
|
(80,973)
|
|
|
(5,745,242)
|
(10,240,605)
|
(1)
Effect of applying the changes in the statutory income tax rate
established by Law 27,430 as described in Note 20 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 from continuing operations and statement of
other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
3,589
|
995
|
2,594
|
15,105
|
|
Provision for plant
dismantling
|
-
|
-
|
-
|
(89,283)
|
|
Other financial
assets
|
(275,414)
|
(224,629)
|
(50,785)
|
(135,569)
|
|
Employee benefit
liability
|
80,022
|
66,857
|
13,165
|
(6,335)
|
|
Provisions and
others
|
45,729
|
105,326(1)
|
70,604
|
22,303
|
|
Investments in
associates
|
(765,806)
|
(642,370)
|
(123,436)
|
(189,080)
|
|
Property, plant and
equipment - Material & spare parts
|
(3,925,818)
|
(4,696,523)
|
770,705
|
(917,864)
|
|
Intangible
assets
|
(649,117)
|
(618,360)
|
(30,757)
|
108,827
|
|
Deferred tax
income
|
(2,106,027)
|
(2,801,660)
|
695,633
|
(1,836,310)
|
|
Tax loss
carry-forward
|
1,653,837
|
1,436,586
|
217,251
|
1,363,333
|
|
Tax inflation
adjustment
|
(371,165)
|
-
|
(371,165)
|
-
|
|
Deferred
income tax (expense) income
|
|
|
1,193,809
|
(1,664,873)
|
|
Deferred
income tax liabilities, net
|
(6,310,170)
|
(7,373,778)
|
|
|
(1)
Includes 130,201 charged to retained earnings as effect of IFRIC 23
adoption.
As of
December 31, 2019, the Group holds tax loss carry-forward in its
subsidiaries for 1,653,838 that can be utilized against future
taxable profit from such entities as described below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CP
Achiras S.A.U.
|
-
|
-
|
279,906
|
141,824
|
421,730
|
|
CP
La Castellana S.A.U.
|
313
|
22,742
|
576,312
|
240,785
|
840,152
|
|
CPR
Energy Solutions S.A.U.
|
-
|
4
|
1,086
|
62,386
|
63,476
|
|
CP
Manque S.A.U.
|
-
|
-
|
-
|
86,410
|
86,410
|
|
CP
Los Olivos S.A.U.
|
-
|
-
|
-
|
2,639
|
2,639
|
|
Vientos
La Genoveva I S.A.U.
|
-
|
-
|
1,734
|
21,959
|
23,693
|
|
Vientos
La Genoveva II S.A.U.
|
-
|
-
|
49,888
|
165,786
|
215,674
|
|
Proener
S.A.U.
|
3
|
6
|
14
|
41
|
64
|
|
|
316
|
22,752
|
908,940
|
721,830
|
1,653,838
|
|
Deferred
income tax liability, net, disclosed in the consolidated statement
of financial position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax
asset
|
1,134,060
|
1,609,682
|
|
Deferred income tax
liability
|
(7,444,230)
|
(8,983,460)
|
|
Deferred
income tax liability, net
|
(6,310,170)
|
(7,373,778)
|
8.
Earnings per share
Earnings per share
amounts are calculated by dividing net income for the year
attributable to equity holders of the parent by the weighted
average number of ordinary shares during the year, net number of
treasury shares.
There
are no transactions or items generating an effect of
dilution.
The
following reflects information on income and the number of shares
used in the earnings per share computations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
attributable to equity holders of the parent
|
|
|
|
Continuing
operations
|
8,808,815
|
26,525,968
|
|
Discontinued
operations
|
-
|
424,850
|
|
|
8,808,815
|
26,950,818
|
|
|
|
|
|
Weighted average
number of ordinary shares
|
1,505,170,408
|
1,505,170,408
|
There
have been no transactions involving ordinary shares or potential
ordinary shares between the reporting date and the date of issuance
of these consolidated financial statements that may produce a
dilution effect.
|
9.
Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current:
|
|
|
|
Materials and spare
parts
|
267,813
|
256,536
|
|
Provision for
impairment in value - Exhibit E
|
(123,644)
|
(141,643)
|
|
|
144,169
|
114,893
|
|
Current:
|
|
|
|
Materials and spare
parts
|
648,343
|
325,579
|
|
Fuel
oil
|
7,461
|
11,477
|
|
Diesel
oil
|
1,790
|
2,754
|
|
|
657,594
|
339,810
|
|
10.
Financial assets and
liabilities
|
|
|
|
|
|
|
|
10.1.
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current:
|
|
|
|
Trade receivables -
CAMMESA
|
24,249,101
|
25,646,269
|
|
Guarantee
deposits
|
43
|
66
|
|
|
24,249,144
|
25,646,335
|
|
|
|
|
|
Current:
|
|
|
|
Trade receivables -
CAMMESA
|
13,797,625
|
15,852,314
|
|
Trade receivables -
YPF SA and YPF Energía Eléctrica SA
|
316,194
|
116,693
|
|
Trade receivables -
Large users
|
399,328
|
135,368
|
|
Receivables from
associates and other related parties
|
816
|
1,324
|
|
Other
receivables
|
1,139,532
|
173,970
|
|
|
15,653,495
|
16,279,669
|
|
|
|
|
|
Allowance for
doubtful accounts - Exhibit E
|
(12,548)
|
(5,696)
|
|
|
15,640,947
|
16,273,973
|
For the
terms and conditions of receivables from related parties, refer to
Note 16.
Trade
receivables from CAMMESA accrue interest, once they become due. The
Group accrues interest on receivables from CAMMESA according to the
nature of the receivables, as follows:
FONINVEMEN I and II: The Company accrues
interests according to the explicit rate agreed in the
corresponding agreements for the passage of time.
CVO receivables: The Company accrues
interests since the Commercial Approval date and according to the
rate agreed in the CVO agreement, as described in Note
1.2.a).
LVFVD: The Company recognized interest
on the LVFVDs when CAMMESA determined the amount of interest and
notified the Company through a billing document.
Trade
receivables related to YPF and large users accrue interest as
stipulated in each individual agreement. The average collection
term is generally from 30 to 90 days.
FONINVEMEM I and II: The receivables
under FONINVEMEM I and II Agreements are included under
“Trade receivables - CAMMESA”. Such receivables are
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 years ended December 31, 2019 and 2018 collections of these
receivables amounted to 1,126,122 and 1,006,172,
respectively.
As
mentioned in Note 1.2.a), during January and February 2020 we
collected the last installments from the total 120 installments
that were established by TMB and TSM agreements,
respectively.
CVO
receivables
As
described in note 1.2.a), in 2010 the Company approved the
“CVO agreement” and as from March 20, 2018, CAMMESA
granted the “Commercial Approval”.
Receivables under
CVO agreement are disclosed under “Trade receivables -
CAMMESA”.
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. The
onetime estimated income (before income tax) in relation to the
increase in value due to the novation of CVO receivables to US
dollars as of March 20, 2018 (due to the combined effect of
exchange rate variation and the application of LIBOR rate plus a 5%
margin) reaches approximately 16,947,737and it was recognized in
the consolidated income statement for the year ended December 31,
2018 under “CVO receivables update”.
CVO
receivables are expressed in USD and they accrue LIBOR
interest at a 5% rate.
During
the year ended December 31, 2019, we collected 8,446,410 as payment
for the installments 1 to 20 of the CVO receivables.
LVFVD
receivables:
On
September 3, 2019, CAMMESA and the Company entered into a final
agreement to settle the LVFVD receivables balance, once the
balances owed by the Company corresponding to the loans and
prepayments granted by CAMMESA, which were classified under the
item “Borrowings from CAMMESA” (Note 10.4), were
offsetted. As a result of such agreement, an 18% reduction was
fixed on the balance of capital plus interest accrued as at that
date. Moreover, the Company waived any complaint related to such
receivables. Pursuant to the executed agreement, during September
2019, the Company collected 1,815,251 and booked a net profit of
3,912,232, which was recognized in “Interest earned from
customers” under the item “Other operating
income” of the consolidated income statement for the year
ended December 31, 2019.
The
information on the Group’s objectives and credit risk
management policies is included in Note 17.
The
breakdown by due date of trade and other receivables due as of the
related dates is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31-12-19
|
39,890,091
|
36,869,904
|
2,998,181
|
4,284
|
3,598
|
-
|
14,124
|
|
|
|
|
|
|
|
|
|
10.2.
Trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
Trade and other
payables
|
5,562,582
|
2,618,769
|
|
|
|
|
|
|
Insurance
payable
|
316,858
|
4,663
|
|
|
|
|
|
|
Payables to
associates
|
19,996
|
37,817
|
|
|
|
|
|
|
|
5,899,436
|
2,661,249
|
|
|
|
|
|
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.
For the
terms and conditions of payables to related parties, refer to Note
16.
|
10.3.
Other loans and borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
Long-term
loans for project financing (Notes 10.3.1, 10.3.2, 10.3.3, 10.3.4,
10.3.5, 10.3.6 and 19.10)
|
30,389,083
|
7,979,240
|
|
Derivative
financial liabilities not designated as hedging instrument -
Interest rate swap
|
298,194
|
26,244
|
|
|
30,687,277
|
8,005,484
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
Long-term
loans for project financing (Notes 10.3.1,10.3.2, 10.3.3, 10.3.4,
10.3.5, 10.3.6 and 19.10)
|
6,541,964
|
690,229
|
|
Short-term
loans - Banco Macro S.A. (Note 10.3.7)
|
1,117,926
|
-
|
|
Banco
Galicia y Buenos Aires S.A. loan
|
-
|
331,638
|
|
Bank
and investment accounts overdrafts
|
366,002
|
12,914
|
|
|
8,025,892
|
1,034,781
|
10.3.1.
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 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 the
Guarantee and Sponsor Support Agreement, among other customary
covenants for this type of facilities, we committed, until each
project completion date, to maintain (i) a leverage ratio of (a)
until (and including) December 31, 2018, not more than 4.00:1.00;
and (b) thereafter, not more than 3.5:1.00; and (ii) an interest
coverage ratio of not less than 2.00:1.00. In addition, our
subsidiary, CPR, and we, upon certain conditions, agreed to make
certain equity contributions to CP La Castellana and CP
Achiras.
As of
December 31, 2019, the Group has met the requirements described in
(i) and (ii) above.
We also
agreed to maintain, unless otherwise consented to in writing by
each senior lender, ownership and control of the CP La Castellana
and CP Achiras as follows: (i) until each project completion date,
(a) we shall maintain (x) directly or indirectly, at least seventy
percent (70%) beneficial ownership of CP La Castellana and CP
Achiras; and (y) control of the CP La Castellana and CP Achiras;
and (b) CP Renovables shall maintain (x) directly, ninety-five
percent (95%) beneficial ownership of CP La Castellana and CP
Achiras; and (y) control of CP La Castellana and CP Achiras. In
addition, (ii) after each project completion date, (a) we shall
maintain (x) directly or indirectly, at least fifty and one tenth
percent (50.1%) beneficial ownership of each of
CP La
Castellana, CP Achiras and CP Renovables; and (y) control of each
of CP La Castellana, CP Achiras and CP Renovables; and (b) CP
Renovables shall maintain control of CP La Castellana and CP
Achiras. As of December 31, 2019, the Group has met such
obligations.
Under
the subscribed trust guarantee agreement, as at December 31, 2019
and 2018, there are commercial liabilities with specific assignment
for the amount of 578,715.
As of
December 31, 2019 and 2018, the balance of these loans amounts to
8,374,017 and 9,690,574, respectively.
10.3.2.
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 19.7.
In
accordance with the terms of the agreement, the loan accrues an
interest equal to LIBOR plus 1.15% and it is amortizable quarterly
in 47 equal and consecutive installments as from the 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 December 31, 2019, the Company has complied with that
requirement.
On May
23, 2019 a first reimbursement for the amount of USD 43.7
million was received, and on July 26, 2019, a second reimbursement
for the amount of USD 4.9 million was received. On August 23,
2019, interest was capitalized for USD 0.3 million. On
November 15, 2019, a third reimbursement for the amount of
USD 4.3 million was received. Finally, on December 4 and 30,
2019, the fourth and fifth reimbursements were received: for the
amount of USD 1.3 million and USD 0.7 million,
respectively. This way, the expected reimbursements were completed
for this loan for a total amount of USD 55.2
million.
As at
December 31, 2019, the balance of this loan amounts to
2,725,937.
10.3.3.
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 (See Note 19.10), as well as
to fund future capital expenses and other expenses.
Pursuant to the
agreement, this loan accrues an adjustable interest rate based on
LIBOR plus a margin 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 December 31, 2019,
the Company has complied with such obligations.
On June
14, 2019 the loan funds were fully disbursed. As at December 31,
2019, the balance of the loan amounts to 10,679,761.
10.3.4.
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 the
Guarantee Agreement, among other customary covenants for this type
of facilities, CPSA has committed, until the project completion
date, to maintain (i) a leverage ratio of not more than
3.5:1.00; and (ii) an interest coverage ratio of not less than
2.00:1.00. In addition, CPSA, upon certain conditions, agreed to
make certain equity contributions to Vientos La Genoveva
S.A.U.
As of
December 31, 2019, the Group has met the requirements described in
(i) and (ii) above.
On
November 22, 2019 the loan funds were fully disbursed. As at
December 31, 2019, the balance of the loan amounts to
4,451,497.
10.3.5.
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.
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 the
Collateral, among other obligations, CPSA has agreed to maintain a
debt ratio of no more than 3.75:1.00 until the date of completion
of the project. In addition, CPSA, under certain conditions, agreed
to make capital contributions, directly or indirectly, to
subsidiary CPR Energy Solutions S.A.U. Moreover, CPSA has agreed to
maintain, unless otherwise consented to in writing by the lender,
the ownership (directly or indirectly) and control over CPR Energy
Solutions S.A.U. As at December 31, 2019, the Company has complied
with such obligations.
On May
24, 2019 the loan funds were fully disbursed. As at December 31,
2019, the balance of this loan amounts to 742,827.
10.3.6.
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 the Collateral, among other obligations, CPSA has agreed, until
the project termination date, to maintain a debt ratio of no more
than 3.75:1.00. Moreover, CPSA, under certain conditions, agreed to
make capital contributions to subsidiary Vientos La Genoveva II
S.A.U. Moreover, CPSA has agreed to maintain, unless otherwise
consented to in writing by the lender, the ownership (directly or
indirectly) and control over Vientos La Genoveva II S.A.U. As at
December 31, 2019, the Company has complied with such
obligations.
On
July 23, 2019, the loan funds were fully disbursed. As of December
31, 2019, the balance of this loan amounts to
2,242,902.
10.3.7.
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 completely disbursed. As of
December 31, 2019, the balance of this loan amounts to
1,117,926.
10.3.8.
Medium Term Note Program
The
Regular General Shareholders’ Meeting held on November 20,
2014, approved a Medium Term Note Program for a maximum amount
outstanding at any time of up to USD 1,000,000,000 (or its
equivalent in other currencies) to be issued in short, medium,
long-term negotiable obligations convertible into shares, in the
terms of the Law No. 23.576 (negotiable obligations law)
(“The program”). In addition, the Board of Directors
was empowered to determine and establish the conditions of the
Program and of the notes to be issued under such Program which were
not expressly determined by the Shareholders’ Meeting. The
CNV authorized the Program on September 9, 2015.
The
information on the Group’s objectives and financial risk
management policies is included in Note 17.
10.4.
Borrowings from CAMMESA
|
|
|
|
|
|
|
|
|
Non-current:
|
|
|
|
CAMMESA
loans
|
-
|
1,544,945
|
|
|
|
|
|
Current:
|
|
|
|
CAMMESA
loans
|
-
|
1,142,321
|
|
CAMMESA
prepayments
|
-
|
1,646,522
|
|
|
-
|
2,788,843
|
On
October 23, 2002, former Secretariat of Energy issued Resolution
No. 146/2002 (“Resolution 146”), which specifies a
funding mechanism for the generators based upon the performance of
major maintenance to their existing facilities.
Under
Resolution 146, the Group entered into several loan agreements with
CAMMESA.
Such
loans accrued interest at a rate equivalent to the one received by
CAMMESA on its own cash investments and was repaid in 48 monthly
installments beginning on the completion date of the relevant major
maintenance. The Group had the option to repay the loans, through
cash or net settlement of receivables from CAMMESA related with
remuneration for non-recurring maintenance created by Resolution
529, Article 2.
As of
December 31, 2019, the balances of CAMMESA loans were compensated
with LVFVD receivables as described in Note 10.1.
The
information on the Group’s objectives and financial risk
management policies is included in Note 17.
10.5.
Changes in liabilities arising from financing
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Other
loans and borrowings
|
8,005,484
|
-
|
(8,655,320)
|
19,020,294
|
12,316,819
|
30,687,277
|
|
Borrowings
from CAMMESA
|
1,544,945
|
-
|
(540,641)
|
-
|
(1,004,304)
|
-
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Other
loans and borrowings
|
1,034,781
|
(974,409)
|
(3,216,050)
|
4,860,841
|
6,320,729
|
8,025,892
|
|
Borrowings
from CAMMESA
|
2,788,843
|
-
|
(5,158,861)
|
-
|
2,370,018
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Other
loans and borrowings
|
3,358,589
|
(1,485,161)
|
(2,383,450)
|
6,060,381
|
2,455,125
|
8,005,484
|
|
Borrowings
from CAMMESA
|
2,397,455
|
-
|
(773,664)
|
-
|
(78,846)
|
1,544,945
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Other
loans and borrowings
|
1,148,363
|
(1,737,796)
|
(874,680)
|
669,907
|
1,828,987
|
1,034,781
|
|
Borrowings
from CAMMESA
|
3,981,618
|
-
|
(1,987,858)
|
-
|
795,083
|
2,788,843
|
The
“Non-cash transactions” column includes: i) the effect
to cancel borrowings from CAMMESA under Resolution 146 with trade
receivables from CAMMESA related with remuneration from
non-recurring maintenance and ii) the income (loss) for exposure to
change in purchasing power of currency (RECPAM), which amounted to
12,224,728 and 4,402,374 as of December 31, 2019 and 2018,
respectively. The “Other” column includes the effect of
reclassification of non-current portion to current due to the
passage of time, the foreign exchange movement and the effect of
accrued but not yet paid interest. The group classifies interest
paid as cash flows from financing activities.
10.6.
Quantitative and qualitative information on fair
values
Information
on the fair value of financial assets and liabilities by
category
The
following tables is a comparison by category of the carrying
amounts and the relevant fair values of financial assets and
liabilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
Trade
and other receivables
|
39,890,091
|
41,920,308
|
39,890,091
|
41,920,308
|
|
Other
financial assets
|
7,698,732
|
3,022,238
|
7,698,732
|
3,022,238
|
|
Cash
and cash equivalents
|
1,493,868
|
353,735
|
1,493,868
|
353,735
|
|
Total
|
49,082,691
|
45,296,281
|
49,082,691
|
45,296,281
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
from CAMMESA
|
-
|
4,333,788
|
-
|
4,333,788
|
|
Other
loans and borrowings
|
38,713,169
|
9,040,265
|
38,713,169
|
9,040,265
|
|
Total
|
38,713,169
|
13,374,053
|
38,713,169
|
13,374,053
|
Valuation
techniques
The
fair value reported in connection with the abovementioned financial
assets and liabilities is the amount at which the instrument could
be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale. The following methods
and assumptions were used to estimate the fair values:
Management assessed
that the fair values of current trade receivables and current loans
and borrowings approximate their carrying amounts largely due to
the short-term maturities of these instruments.
The
Group measures long-terms receivables at fixed and variable rates
based on discounted cash flows. The valuation requires that the
Group adopt certain assumptions such as interest rates, specific
risk factors of each transaction and the creditworthiness of the
customer.
Fair
value of quoted debt securities, mutual funds and corporate bonds
is based on price quotations at the end of each reporting
period.
The
fair value of the foreign currency forward contracts is calculated
based on appropriate valuation techniques that use market
observable data.
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 December 31,
2019, and 2018:
|
|
Fair value measurement using:
|
|
12/31/2019
|
|
|
|
|
|
|
|
|
|
|
|
Assets measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
Financial
assets at fair value through profit or loss
|
|
|
|
|
|
Mutual
funds
|
4,235,563
|
4,235,563
|
-
|
-
|
|
Public
debt securities
|
3,463,169
|
3,463,169
|
-
|
-
|
|
Total financial assets measured at fair value
|
7,698,732
|
7,698,732
|
-
|
-
|
|
|
|
|
|
|
|
Liabilities measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
financial liabilities not designated as hedging
instruments
|
|
|
|
|
|
Interest
rate swap
|
298,194
|
-
|
298,194
|
-
|
|
Total financial liabilities measured at fair value
|
298,194
|
-
|
298,194
|
-
|
|
|
Fair value measurement using:
|
|
12/31/2018
|
|
|
|
|
|
|
|
|
|
|
|
Assets measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
Financial
assets at fair value through profit or loss
|
|
|
|
|
|
Mutual
funds
|
3,022,238
|
3,022,238
|
-
|
-
|
|
Total financial assets measured at fair value
|
3,022,238
|
3,022,238
|
-
|
-
|
|
|
|
|
|
|
|
Liabilities measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
financial liabilities not designated as hedging
instruments
|
|
|
|
|
|
Interest
rate swap
|
26,244
|
-
|
26,244
|
-
|
|
Total financial liabilities measured at fair value
|
26,244
|
-
|
26,244
|
-
|
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, of these financial
statements.
|
11.
Non-financial assets and
liabilities
|
|
|
|
|
|
|
|
11.1.
Other non-financial
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current:
|
|
|
|
Tax
credits
|
557,329
|
336,333
|
|
Income tax credits
(Note 2.5)
|
127,441
|
-
|
|
Prepayments to
vendors
|
4,415
|
6,830
|
|
|
689,185
|
343,163
|
|
Current:
|
|
|
|
Upfront payments of
inventories purchases
|
212,852
|
87,292
|
|
Prepayment
insurance
|
436,303
|
290,471
|
|
Tax
credits
|
289,283
|
360,905
|
|
Other
|
67,809
|
23,002
|
|
|
1,006,247
|
761,670
|
|
11.2.
Other non-financial
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current:
|
|
|
|
VAT
payable
|
4,166,486
|
2,891,157
|
|
Tax on bank account
transactions payable
|
188,182
|
122,240
|
|
|
4,354,668
|
3,013,397
|
|
Current:
|
|
|
|
VAT
payable
|
1,387,336
|
2,037,629
|
|
Turnover tax
payable
|
58,734
|
9,815
|
|
Income tax
withholdings payable
|
45,692
|
55,423
|
|
Concession fees and
royalties
|
62,883
|
42,165
|
|
Tax on bank account
transactions payable
|
135,589
|
112,292
|
|
Other
|
44,115
|
297,746
|
|
|
1,734,349
|
2,555,070
|
|
11.3.
Compensation and employee benefits
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current:
|
|
|
|
Employee long-term
benefits
|
229,279
|
228,395
|
The
following tables summarize the components of net benefit expense
recognized in the consolidated statement of income as long-term
employee benefit plans and the changes in the long-term employee
benefit liabilities recognized in the consolidated statement of
financial position.
|
|
|
|
|
|
|
|
|
Benefit
plan expenses
|
|
|
|
Cost of
interest
|
13,041
|
34,240
|
|
Cost of service for
the current year
|
34,994
|
14,714
|
|
Past service
cost
|
27,706
|
(5,575)
|
|
Expense
recognized during the year
|
75,741
|
43,379
|
|
|
|
|
|
Defined
benefit obligation at beginning of year
|
148,470
|
256,874
|
|
Cost of
interest
|
28,383
|
34,240
|
|
Cost of service for
the current year
|
10,577
|
14,713
|
|
Past service
cost
|
27,706
|
(5,575)
|
|
Actuarial (gains)
losses
|
47,121
|
(31,614)
|
|
Benefits
paid
|
(32,978)
|
(40,243)
|
|
Defined
benefit obligation at end of year
|
229,279
|
228,395
|
|
The main key
assumptions used to determine the obligations as of year-end are as
follows:
|
|
|
|
|
|
|
|
Main key assumptions used
|
|
|
|
|
|
|
|
Discount
rate
|
5,50%
|
5,50%
|
|
|
|
|
|
Increase
in the real annual salary
|
2,00%
|
2,00%
|
|
|
|
|
|
Turn
over of participants
|
0,73%
|
0,73%
|
|
A one percentage
point change in the discount rate applied would have the following
effect:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on the
benefit obligation as of the 2019 year-end
|
(18,604)
|
21,925
|
|
Effect on the
benefit obligation as of the 2018 year-end
|
(16,249)
|
20,295
|
|
A one percentage
point change in the annual salary assumed would have the following
effect:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on the
benefit obligation as of the 2019 year-end
|
20,473
|
(17,694)
|
|
Effect on the
benefit obligation as of the 2018 year-end
|
18,721
|
(17,237)
|
|
As of December 31,
2019, and 2018, the Group had no assets in connection with employee
benefit plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
Vacation and
statutory bonus
|
242,427
|
232,205
|
|
Contributions
payable
|
95,867
|
98,184
|
|
Bonus
accrual
|
355,747
|
266,558
|
|
Other
|
4,668
|
4,796
|
|
|
698,709
|
601,743
|
12.
Intangible assets
Concession
right of Piedra del Águila hydroelectric power
plant
Includes the
amounts paid as consideration for rights relating to the concession
of Piedra del Águila hydroelectric power plant awarded by the
Argentine government for a 30-year term, until December 29, 2023.
The Group amortizes such intangible asset based on straight-line
basis over the remaining life of the concession
agreement.
For a
concession arrangement to fall within the scope of IFRIC 12, usage
of the infrastructure must be controlled by the concession grantor.
This requirement is met when the following two conditions are
met:
–
the grantor controls or regulates what services the operator must
provide with the infrastructure, to whom it must provide them, and
at what price; and
–
the grantor controls the infrastructure, i.e., retains the right to
take back the infrastructure at the end of the
concession.
Upon
Resolution 95 passed by Argentine government our concession right
of Piedra del Águila hydroelectric power plant met both
conditions above.
The
main features of the concession contract are as
follows:
Control and regulation of prices by concession
grantor: Pricing schedule approved by grantor;
Remuneration paid by:
CAMMESA;
Grant or guarantee from concession
grantor: None;
Residual value: Infrastructure returned
to grantor for no consideration at end of concession;
Concession end date: December 29,
2023;
IFRIC 12 accounting model: Intangible
asset.
Fees and royalties: the
Intergovernmental Basin Authority is entitled to a fee of 2.5% of
the plant’s revenues, and the provinces of Rio Negro and
Neuquén are entitled to royalties of 12% of such revenues. For
the years ended December 31, 2019 and 2018, the fees and royalties
amounted 367,787 and 329,714, respectively and they were shown in
operating expenses in the consolidated statement of
income.
Contractual capital
investment obligations and obligations relating to maintenance
expenditure on infrastructure under concession are
nominal.
Transmission
lines of wind farms Achiras and La Castellana
As
mentioned in Note 2.3.7, the Group finished the construction of
wind farms La Castellana and Achiras, whereby it was agreed to
construct high and medium tension lines and the electrical
substation to connect the wind farms to SADI, a part of which were
given to the companies transporting the energy in accordance with
the respective contracts; therefore, such companies are in charge
of the maintenance of such transferred installations. Consequently,
the Group recognized intangible assets for an amount of 917,304,
which were transferred from property, plant and equipment to
intangible assets.
Electrical
substation of wind farm La Genoveva II
As
mentioned in Note 2.3.7, during 2019 the Group finished the
construction of wind farms La Genoveva II, whereby it was agreed to
construct the electrical substation that feeds the connection of
the wind farm to the SADI, a part of which were given to the
company transporting the energy; therefore, such company is in
charge of the maintenance of such transferred installations.
Consequently, the Group recognized intangible assets for an amount
of 24,770, which were transferred from property, plant and
equipment.
Turbogas
and turbosteam supply agreements for Thermal Station Brigadier
López
During
fiscal year 2019, as a result of the business combination described
in Note 2.3.20, the Group recognized an intangible asset for
6,094,377 related to turbogas and turbosteam supply agreements
entered into with CAMMESA regarding Thermal Station Brigadier
López.
13.
Cash and short-term
deposits
For the
purpose of the consolidated statement of financial position and the
consolidated statement of cash flow, cash and short-term deposits
comprise the following items:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at banks and
on hand
|
1,493,868
|
353,735
|
Bank
balances accrue interest at variable rates based on the bank
deposits daily rates. Short-term deposits are made for varying
periods of between one day and three months, depending on the
immediate cash requirements of the Group, and earn interest at the
respective fixed short-term deposit rates.
14.
Equity reserves and dividends
paid
On
April 27, 2018, the Shareholders’ Meeting of the Company
approved the increase of the legal reserve in the amount of 339,836
and approved the distribution of dividends in cash amounting to ARS
0.70 per share, which were paid on May 11, 2018, allocating the
remaining unallocated results as of December 31, 2017 to increase
the voluntary reserve by 5,209,393 in order to improve the solvency
of the Company.
The
Company absorbed all cumulative negative unappropriated retaining
earnings existing as at January 1, 2017 which were a
consequence of the inflation adjustment. Such negative results were
absorbed with the balances of the accounts Voluntary Reserve,
Special Reserve RG CNV 609, Special Reserve Resolution IGJ 7/05,
Legal Reserve, Premiums, and with part of the balance of the
account Adjustment to Capital Stock.
On
April 30, 2019, the Shareholders’ Meeting of the Company
approved i) to restore the legal reserve balance to its value prior
to the absorption of the accumulated negative earnings resulting
from the inflation-adjustment, which had been carried out according
to the terms of RG no. 777/18 of the CNV for an amount of
2,378,736, ii) to increase the legal reserve in the amount of
1,788,955 and iii) to allocate the remaining unappropriated
earnings as of December 31, 2018 to increase the voluntary reserve
by 20,847,912 in order to increase the solvency of the
Company.
On
November 22, 2019, the Shareholders’ Meeting of the Company
decided to partially deallocate the voluntary reserve and to
destine the deallocated amount to the distribution of a cash
dividend for an amount equivalent to ARS 0.71 per share, which was
paid on December 5, 2019.
15.
Provisions and contingent
liabilities
The
evolution of provisions included in liabilities is disclosed in
Exhibit E.
16.
Information on related
parties
The
following table provides the transactions performed and the
accounts payable to/receivable from related parties as of December
31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termoeléctrica
José de San Martín S.A.
|
12/31/2019
|
473
|
-
|
269
|
-
|
|
|
12/31/2018
|
342
|
-
|
1,288
|
-
|
|
|
|
|
|
|
|
Distribuidora
de Gas Cuyana S.A.
|
12/31/2019
|
-
|
433,743
|
-
|
19,296
|
|
|
12/31/2018
|
-
|
361,997
|
-
|
37,817
|
|
|
|
|
|
|
|
Energía
Sudamericana S.A.
|
12/31/2019
|
-
|
-
|
-
|
548
|
|
|
12/31/2018
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Transportadora
de Gas del Mercosur S.A.
|
12/31/2019
|
-
|
-
|
-
|
-
|
|
|
12/31/2018
|
11,764
|
-
|
36
|
-
|
|
|
|
|
|
|
|
Related companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
RMPE
Asociados S.A.
|
12/31/2019
|
178
|
359,281
|
-
|
-
|
|
|
12/31/2018
|
274
|
245,970
|
-
|
-
|
|
|
|
|
|
|
|
Coyserv
S.A.
|
12/31/2019
|
-
|
30,937
|
547
|
150
|
|
|
12/31/2018
|
-
|
-
|
-
|
-
|
|
Total
|
12/31/2019
|
651
|
823,961
|
816
|
19,994
|
|
|
12/31/2018
|
12,380
|
607,967
|
1,324
|
37,817
|
Terms
and conditions of transactions with related parties
Balances at the
related reporting period-ends are unsecured and interest free.
There have been no guarantees provided or received for any related
party receivables or payables.
For the
years ended December 31, 2019 and 2018, the Group has not recorded
any impairment of receivables relating to amounts owed by related
parties. This assessment is undertaken at the end of each reporting
period by examining the financial position of the related party and
the market in which the related party operates.
17.
Financial risk management objectives
and policies
–
Interest rate risk
Interest rate
variations affect the value of assets and liabilities accruing a
fixed interest rate, as well as the flow of financial assets and
liabilities with floating interest rates.
As
mentioned in note 10.3, bank loans accrue interest at a fixed
interest rate.
The company’s risk
management policy was designed for the purposes of reducing the
effect the loss of purchasing power may have. Net monetary
positions during most of fiscal years 2019 and 2018 appeared as
assets; hence, the Company seeks to mitigate the risk by
implementing adjustment mechanisms through interest and exchange
differences. In consequence, during 2019 and 2018, item “Loss
on net monetary position” showed net loss caused by monetary
accounts inflation.
Interest rate sensitivity
The
following table shows the sensitivity of income before income tax
for the year ended December 31, 2019, to a reasonably possible
change in interest rates over the portion of loans bearing interest
at a variable interest rate, with all other variables held
constant:
|
Increase
in percentage
|
Effect
on income before income tax (Loss)
|
|
|
|
|
|
|
|
5%
|
1,944,427
|
–
Foreign currency risk
Foreign
currency risk is the risk that the fair value or future cash flows
of a financial instrument will fluctuate because of changes in
foreign exchange rates.
The
Company is exposed to the foreign currency risk at an
ARS/USD ratio, mainly due to its operating activities, the
investment projects defined by the Company and the financial debt
related to the bank loans mentioned in note 10.3. The Company does
not use derivative financial instruments to hedge such risk. As of
December 31, 2019, the net balance exposed to this risk amounts to
USD 46,348 thousand, since existing liabilities in foreign
currency for USD 666,102 thousand exceed receivables and cash
and short-term deposits in foreign currency for USD 619,754
thousand.
Foreign currency sensitivity
The
following table shows the sensitivity to a reasonably possible
change in the US dollar exchange rate, with all other variables
held constant, of income before income tax as of December 31, 2019
(due to changes in the fair value of monetary assets and
liabilities).
|
|
Effect
on income before income tax (Loss)
|
|
|
|
|
|
|
|
10%
|
(276,652)
|
–
Price risk
The
Company’s revenues depend on the electric power price in the
spot market and the production cost paid by CAMMESA. The Company
has no power to set prices in the market where it operates, except
for the income from agreements entered into in the Term Market,
where the price risk is reduced since normally prices are
negotiated above the spot market price.
Credit
risk
Credit
risk is the risk that a counterparty will not meet its obligations
under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its
operating activities (primarily for trade receivables) and from its
financing activities, including holdings of government
securities.
–
Trade and other receivables
The
Finance Department is in charge of managing customer credit risk
subject to policies, procedures and controls relating to the
Group’s credit risk management. Customer receivables are
regularly monitored. Although the Group has received no guarantees,
it is entitled to request interruption of electric power flow if
customers fail to comply with their credit obligations. In regards
to credit concentration, see Note 10.1. The need to book impairment
is analyzed at the end of each reporting period on an individual
basis for major clients. The allowance recorded as of December 31,
2019, is deemed sufficient to cover the potential impairment in the
value of trade receivables.
–
Cash and cash equivalents
Credit
risk from balances with banks and financial institutions is managed
by the Group’s treasury department in accordance with
corporate policy. Investments of surplus funds are made only with
approved counterparties; in this case, the risk is limited because
high-credit-rating banks are involved.
–
Public and corporate securities
This
risk is managed by the Company’s finance management according
to corporate policies, whereby these types of investments may only
be made in first-class companies and in instruments issued by the
federal or provincial governments.
Liquidity
risk
The
Group manages its liquidity to guarantee the funds required to
support its business strategy. Short-term financing needs related
to seasonal increases in working capital are covered through
short-and medium-term bank credit lines.
The
table below summarizes the maturity profile of the Company’s
financial liabilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2019
|
|
|
|
|
|
Other loans and
borrowings
|
-
|
8,025,892
|
30,687,277
|
38,713,169
|
|
Trade and other
payables
|
5,899,436
|
-
|
-
|
5,899,436
|
|
|
5,899,436
|
8,025,892
|
30,687,277
|
44,612,605
|
|
As
of December 31, 2018
|
|
|
|
|
|
CAMMESA borrowings
and other loans and borrowings
|
12,914
|
2,803,994
|
10,557,145
|
13,374,053
|
|
Trade and other
payables
|
2,661,249
|
-
|
-
|
2,661,249
|
|
|
2,674,163
|
2,803,994
|
10,557,145
|
16,035,302
|
Granted
and received guarantees
The
Group has posted a bank bond to cover the obligations undertaken
under the Concession Agreement of Complejo Hidroeléctrica
Piedra del Águila for 6,716.
On
October 16, 2006, the Group entered into two pledge agreements with
the Secretariat of Energy to guarantee our performance obligations
in favor of the FONINVEMEM trusts under certain construction
management and operation management agreements and provided as
collateral: (a) 100% of our shares in TSM and TMB, and (b) 50% of
the rights conferred by our LVFVD receivables for the duration of
the construction management agreement and the operation management
agreement.
Likewise, the Group
entered into various guarantee agreements to provide performance
assurance of its obligations arising from the agreements described
in notes 1.2.a), 10.3.1, 10.3.3, 10.4 and 19.6.
18.
Discontinued
operations
As
mentioned in note 19.8, on December 20, 2017 YPF Energía
Eléctrica S.A. (“YPF EE”) accepted our offer to
sell the La Plata plant. On February 8, 2018, the plant was
transferred to YPF EE effective as of January 5, 2018.
Consequently, as of December 31, 2018 the La Plata plant results
were classified as a discontinued operation. The results of La
Plata plant for the year ended December 31, 2018 are presented
below:
Granted
and received guarantees
The
Group has posted a bank bond to cover the obligations undertaken
under the Concession Agreement of Complejo Hidroeléctrica
Piedra del Águila for 6,716.
On
October 16, 2006, the Group entered into two pledge agreements with
the Secretariat of Energy to guarantee our performance obligations
in favor of the FONINVEMEM trusts under certain construction
management and operation management agreements and provided as
collateral: (a) 100% of our shares in TSM and TMB, and (b) 50% of
the rights conferred by our LVFVD receivables for the duration of
the construction management agreement and the operation management
agreement.
Likewise, the Group
entered into various guarantee agreements to provide performance
assurance of its obligations arising from the agreements described
in notes 1.2.a), 10.3.1, 10.3.3, 10.4 and 19.6.
18.
Discontinued
operations
As
mentioned in note 19.8, on December 20, 2017 YPF Energía
Eléctrica S.A. (“YPF EE”) accepted our offer to
sell the La Plata plant. On February 8, 2018, the plant was
transferred to YPF EE effective as of January 5, 2018.
Consequently, as of December 31, 2018 the La Plata plant results
were classified as a discontinued operation. The results of La
Plata plant for the year ended December 31, 2018 are presented
below:
|
The net cash flows
of La Plata plant operation are, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
activities
|
(10,342)
|
|
|
|
Earnings
per share:
|
|
|
|
|
|
|
–
Basic and diluted income per share
from discontinued operations
|
ARS
0.28
|
19.
Contracts, acquisitions and
agreements
19.1.
Maintenance and service
contracts
The
Group entered into long-term service agreements executed with
leading global companies in the construction and maintenance of
thermal generation plants, such as (i) General Electric, which is
in charge of the maintenance of the Puerto Combined Cycle plant,
the La Plata plant’s gas turbine, and part of the Mendoza
based units, and (ii) Siemens, which is in charge of the
maintenance of the combined cycle unit based in Mendoza
site.
Under
long-term service agreements, suppliers provide materials, spare
parts, labor and on-site engineering guidance in connection with
scheduled maintenance activities, in accordance with the applicable
technical recommendations.
19.2.
Agreement for supplying electricity
and steam to YPF
As from
January 1999 and for a 20-year term, our Luján de Cuyo plant
supplies 150 tons per hour of steam to YPF’s refinery in
Luján de Cuyo under a steam supply agreement. Under this
agreement YPF supplies the Luján de Cuyo plant with the fuel
and water needed for operation of the plant.
On
February 8, 2018, we signed an agreement to extend the
aforementioned agreement with YPF for a period of up to 24 months
or up to the start of commercial operation of the new Luján de
Cuyo co-generation unit, which is described in Note 19.7, whatever
occurs first. This way, this agreement was valid up to September
24, 2019 since the new cogeneration commenced supplying steam to
YPF on September 25, 2019.
19.3.
Acquisition of Siemens gas
turbine
On
December 18, 2014, the Company acquired from Siemens a gas turbine
for electric power generation composed by a turbine and a generator
with 286 MW output power, and the proper ancillary equipment
and maintenance and assistance services. This equipment will be
used in the cogeneration project called "Terminal 6 San Lorenzo",
which is described in Note 19.7.
19.4.
Acquisition of General Electric gas
turbine
On
March 13th, 2015, the Company acquired a gas turbine from General
Electric and hired their specialized technical support services.
The unit is a gas turbine with 373 MW output
power.
19.5.
Acquisition of two Siemens gas
turbines
On May
27th, 2016, the Company acquired from Siemens two gas turbines for
electric power generation composed by a turbine and a generator
with 298 MW output power, and the proper ancillary equipment
and maintenance and assistance services.
19.6.
Awarding of Renewable Energy
Projects
In
October 2016, the Company and its subsidiary CPR were awarded of a
wind project called “La Castellana” with a capacity of
99 MW.
In
January 2017, CP La Castellana S.A.U. entered into a power purchase
agreement with CAMMESA for La Castellana project for a 20-year
term as from the launch of the commercial operations.
In
November 2016, the Company and its subsidiary CPR were awarded of a
wind project called “Achiras” with a capacity of 48
MW.
In May
2017, CP Achiras S.A.U. entered into a power purchase agreement
with CAMMESA for Achiras project for a 20-year term as from the
launch of the commercial operations.
In
November 2017, the Company was awarded a project of wind power
generation called “La Genoveva I” with an installed
capacity of 86.6 MW. The Company participated on the tender by
virtue of its call option on 100% of the shares of Vientos La
Genoveva S.A., a special purpose vehicle, through which the
aforementioned project will be developed. In this context, the
Company assigned the exercise of the call option to its subsidiary
CPR and on March 23, 2018, CPR acquired 100% of the shares of
Vientos La Genoveva S.A.U.
In
addition, on January 2018 and May 2018, CAMMESA assigned to the
Group the priority on power dispatch for the projects “La
Castellana II”, “Achiras II” and “La
Genoveva II”, with an installed capacity of 15.75 MW, 79.80
MW and 41.8 MW, respectively.
Consequently, CPR
exercised the call option on the special purpose vehicle through
which La Genoveva II project will be developed, and on June 28,
2018 acquired 100% of the shares of Vientos La Genoveva II
S.A.U.
On
August 6, 2018, CPR transferred to the Company its total
shareholding at Vientos La Genoveva S.A.U. (3,740,500
non-endorsable registered common shares at Ps. 1 each) and at
Vientos La Genoveva II S.A.U. (5,578,543 non-endorsable registered
common shares at Ps. 1 each), including all the political and
economical rights inherent in them.
On July
26, 2018, the Group entered into an Agreement on the Supply of
Renewable Electrical Energy with CAMMESA for the wind farm La
Genoveva, whose term is of 20 years counted as from the commercial
authorization date of the wind farm.
Also,
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 La Genoveva II. The agreement is on the
supply of approximately 14% of its plants’ consumption
reaching 87.6 GWh/year. In addition, another supply agreement was
executed with PBB Polisur S.R.L. (Dow Chemical) for the same wind
farm, with a term of 6 years and an estimated volume of 80
GWh/year.
On
December 28, 2018, a decision was made at the Special
Shareholders’ Meeting of CPR Energy Solutions S.A.U.
(”CPRES”), an special purposes vehicle, subsidiary of
CPR, which developed projects La Castellana II and Achiras II; the
decision made implied a spin off, by means of which CPRES’s
equity would be divided and wind farm project La Castellana II was
part of its equity, while 79.8-MW wind farm Project Achiras II was
divided from it into two parts: (i) a part consisting on 57-MW wind
farm Manque; therefore, a new company named CP MANQUE S.A.U.
(“CPM”) was incorporated for this wind farm, and (ii)
another part consisting on 22.8-MW wind farm called Los Olivos;
therefore, a new company named CP LOS OLIVOS S.A.U.
(“CPLO”) was incorporated for this wind farm
(hereinafter, the “spinning-off companies”.) As
resolved at the Shareholders’ Meeting, the spin off was
effective in legal and tax terms as at February 1, 2019, on which
date, the spinning-off companies were incorporated with the equity
that was divided from CPRES. As from such date, the spinning-off
companies commenced their independent activities and all operating,
accounting, and tax effects were triggered.
Regarding wind farm
Manque, the Group entered into a power purchase agreement with
Cervecería y Maltería Quilmes SAICAyG
(“Quilmes”) for a 20-year term as from the launch of
the commercial operations of the wind farm. The agreement comprises
power supply to all Quilmes plants reaching about 235 GWh per
year.
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 operation commencement day of
the wind farm. Also, the Group entered into a power purchase
agreement with Minera Alumbrera Limited (a Glencore subsidiary) for
a 10-year term to supply them 27.4 GWh/year.
On
August 17, 2018, CPSA acquired from Ledesma Renovables S.A., a
12-MW photovoltaic power generation project (extensible in
additional 6 MW), located at Santa María, Province of
Catamarca.
Acquisition
and operation of wind turbines
The
Group has entered into agreements with Nordex Windpower S.A. for
the operation and maintenance of Achiras and La Castellana wind
farms for a 10-year term.
Moreover, the Group
has entered into agreements with Vestas Argentina S.A. for the
supply, transport, setup, assembly, commissioning and tests of wind
turbines for La Genoveva I, La Genoveva II, La Castellana II,
Manque and Los Olivos wind farms. The Group also entered into
contracts with Vestas Argentina S.A. for the operation and
maintenance of the wind farms for a 5-year term.
Additionally, the
Group has also entered into agreements with Constructora
Sudamericana S.A. for the execution of the civil works and the
medium voltage grid in such wind farms. Also, the Group has entered
into agreements with Ventus Energía Renovables S.A. for
supervision and inspection tasks on the works in such wind
farms.
19.7.
Awarding of co-generation
projects
On
September 25, 2017, the Company was awarded through Resolution SEE
820/2017 with two co-generation projects called “Terminal 6
San Lorenzo” with a capacity of 330 MW and Luján de
Cuyo (within our Luján de Cuyo plant) with a capacity of
93 MW.
On
December 15, 2017, we executed a new steam supply contract with YPF
for a 15-year term that began when the new co-generation unit at
our Luján de Cuyo plant started operations.
Also,
on December 27, 2017, we entered into a final steam supply
agreement with T6 Industrial S.A. for the new co-generation
unit at our Terminal 6 San Lorenzo plant for a 15
year-term.
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
October 5, 2019 the commercial approval of the co-generation
station Luján de Cuyo took place within the framework of SEE
Resolution 820/2017. It is important to highlight the fact that the
operations are launched under the method “Anticipated COD to
the committed date”, which implies paying 70% of the agreed
power charge until November 21, 2019. After that date, power
remuneration is being paid in full.
19.8.
Sale of the La Plata
plant
On
December 20, 2017, YPF EE, an YPF S.A. subsidiary, accepted our
offer to sell the La Plata plant, for a total sum of
USD 31.5 million, subject to closing customary
conditions. On February 8, 2018, after the conditions were met, the
plant was transferred to YPF EE effective as of January 5, 2018.
Consequently, during fiscal year ending December 31, 2018 the
Company has booked an income, before income tax, from discontinued
operations for 722,397, due to the sale of the mentioned
plant.
19.9.
Purchase of natural gas for
generation
As
accepted under Regulation SGE No. 70/2018 described in Note 1.2.d),
the Company reinstated its activities towards purchasing natural
gas as from late November 2018, in order to supply its generation
stations. As from December 2018, all natural gas used by the
Company was purchased to producers and distributors directly, as
well as the transported associated to those consumptions. The
Company’s main natural gas providers were YPF, Tecpetrol,
Total, Metroenergía and Pluspetrol, among others.
As from
December 30, 2019, as stated in Note 1.2.d), the Ministry of
Productive Development decided to centralize the purchase of fuel
to generate electrical energy through CAMMESA, repealing
Resolution No. 70/2018 of the former Secretariat of
Energy. The scope of this new measure is for the WEM generation
units that commercialize their energy and power in the spot
market.
19.10.
Thermal Station Brigadier López
award
In the
context of a local and foreign public tender called by
Integración Energética Argentina S.A.
(“IEASA”), which has been awarded to the Company, on
June 14, 2019 the transfer agreement of the production unit that is
part of Brigadier López Thermal Station and of the premises on
which the Station is located, was signed, including: a) production
unit for the Station, which includes personal property, recordable
personal property, facilities, machines, tools, spare parts, and
other assets used for the Station operation and use; b)
IEASA’s contractual position in executed contracts (including
turbogas and turbosteam supplying contracts with CAMMESA and the
financial trust agreement signed by IEASA as trustor, among
others); c) permits and authorizations in effect related to the
Station operation; and d) the labor relationship with the
transferred employees.
The
Station currently has a Siemens gas turbine of 280.5 MW. According
to the tender specifications and conditions, it is expected to
supplement the gas turbine with a boiler and a steam turbine to
reach the closing of the combined cycle, which will generate 420 MW
in total. The works for the closing of the combined cycle are
pending.
Regarding the trust
agreement, CPSA adopted the trustor capacity. The financial debt
balance as at June 14, 2019 was USD 154,662,725. Under the terms of
the trust agreement, the financial debt accrues an interest rate
equal to LIBOR plus 5% or equal to 6.25%, whichever is higher, and
it is monthly amortized. As at December 31, 2019 there are 32
installments to amortize and the financial debt balance amounts to
7,714,106.
Under
the trust agreement, as at December 31, 2019, there are trade
receivables with specific assignment for the amount of
557,806.
The
amount paid on June 14, 2019 amounted to USD 165,432,500,
formed by a cash amount of USD 155,332,500, plus an amount of
USD 10,100,000 settled through the assignment of LVFVD to
IEASA.
20.
Tax integral inflation
adjustment
Pursuant to Law no.
27468, modified by Law no. 27430 as described in Note 21, to
determine the amount of taxable net profits for fiscal years
commencing January 1, 2018, the inflation adjustment calculated on
the basis of the provisions set forth in the income tax law will
have to be added to or deducted from the fiscal year’s tax
result. This adjustment will only be applicable (a) if the variance
percentage of the consumers price index (“IPC”) during
the 36 months prior to fiscal year closing is higher than 100%, and
(b) for the first, second, and third fiscal year as from January 1,
2018, if the accumulated IPC variance is higher than 55%, 30% or
15% of such 100%, respectively. The positive or negative tax
inflation adjustment, depending on the case, corresponding to the
first, second and third period commenced as from January 1, 2018,
which must be calculated in case of verifying the statements on the
foregoing paragraphs (a) y (b), shall be charged in a sixth for
that fiscal period and the remaining five sixths, equally, in the
immediately following fiscal periods.
At
December 31, 2019, such conditions have been already met.
Consequently, the current and deferred income tax have been booked
in the fiscal year ended December 31, 2019, including the effects
derived from the application of the tax inflation adjustment under
the terms established by the income tax law.
21.
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. 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.
–
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 1.2.f).
It is
important to highlight the fact that these measures affect sales on
the spot market, but do not affect the agreements signed by the
Group with CAMMESA or other companies, which establish the
applicable rate table.
22.
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.
23.
Subsequent events
No
facts or operations occurred between the closing date of the fiscal
year and the date of issuance of these financial statements that
may significantly affect such financial statements.
EXHIBIT A
1 of 2
CENTRAL PUERTO S.A.
PROPERTY, PLANT AND EQUIPMENT
AS OF DECEMBER 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lands
and buildings
|
4,217,287
|
1,058,393(3)
|
1,037,544
|
-
|
6,313,224
|
|
Electric
power facilities
|
34,896,618
|
8,475,993(3)
|
606,026
|
-
|
43,978,637
|
|
Wind
turbines
|
5,414,664
|
-
|
4,461,649
|
-
|
9,876,313
|
|
Gas
turbines
|
8,171,486
|
-
|
(2,847,395)
|
-
|
5,324,091
|
|
Construction
progress (1)
|
7,877,141
|
17,715,225(3)
|
(3,291,831)(2)
|
-
|
22,300,535
|
|
Other
|
2,383,861
|
62,547(3)
|
66
|
(2,385)
|
2,444,089
|
|
Total
|
62,961,057
|
27,312,158
|
(33,941)
|
(2,385)
|
90,236,889
|
|
|
Depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lands
and buildings
|
754,998
|
125,489
|
-
|
880,487
|
5,432,737
|
|
Electric
power facilities
|
25,293,386
|
1,476,645
|
-
|
26,770,031
|
17,208,606
|
|
Wind
turbines
|
119,993
|
327,858
|
-
|
447,851
|
9,428,462
|
|
Gas
turbines
|
-
|
-
|
-
|
-
|
5,324,091
|
|
Impairment
of gas turbines (4)
|
-
|
-
|
1,245,643
|
1,245,643
|
(1,245,643)
|
|
Impairment
of electric power facilities and construction progress
|
-
|
-
|
2,081,939
|
2,081,939
|
(2,081,939)
|
|
Construction
progress
|
-
|
-
|
-
|
-
|
22,300,535
|
|
Other
|
2,076,865
|
39,725
|
(2,385)
|
2,114,205
|
329,884
|
|
Total
|
28,245,242
|
1,969,717
|
3,325,197
|
33,540,156
|
56,696,733
|
(1) The Group has
capitalized borrowing costs for a total amount of 169,850 during
the year ended December 31, 2019.
(2) Includes
3,045,794 transferred from gas turbines to construction in progress
because the gas turbines are being used in the co-generation
project “Terminal 6 San Lorenzo”, and (33,941)
transferred to intangible assets related to transmission lines and
electrical substations that were transferred to electric energy
transport companies.
(3) Includes
1,041,387 belonging to real estate, 4,021,541 belonging to electric
power facilities, 5.423.017 belonging to construction progress and
4.441 belonging to other, that were added to the Company’s
equity through the business combination described in Note
2.3.20.
(4) See Note
2.3.8.
EXHIBIT A
2 of 2
CENTRAL PUERTO S.A.
PROPERTY, PLANT AND EQUIPMENT
AS OF DECEMBER 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lands
and buildings
|
2,934,036
|
9,979
|
1,273,272
|
-
|
4,217,287
|
|
Electric
power facilities
|
32,913,705
|
1,251,903
|
969,761
|
(238,751)
|
34,896,618
|
|
Wind
turbines
|
-
|
-
|
5,414,664
|
-
|
5,414,664
|
|
Gas
turbines (1)
|
8,749,994
|
295,286
|
(873,794)
|
-
|
8,171,486
|
|
Construction
progress (3)
|
6,541,142
|
9,114,104
|
(7,701,207) (3)
|
(76,898)
|
7,877,141
|
|
Other
|
2,365,227
|
33,899
|
-
|
(15,265)
|
2,383,861
|
|
Total
|
53,504,104
|
10,705,171
|
(917,304)
|
(330,914)
|
62,961,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lands
and buildings
|
694,019
|
60,979
|
-
|
754,998
|
3,462,289
|
|
Electric
power facilities
|
23,951,101
|
1,500,126
|
(157,841)
|
25,293,386
|
9,603,232
|
|
Wind
turbines
|
-
|
119,993
|
-
|
119,993
|
5,294,671
|
|
Gas
turbines (1)
|
-
|
-
|
-
|
-
|
8,171,486
|
|
Construction
progress
|
-
|
-
|
-
|
-
|
7,877,141
|
|
Other
|
2,012,848
|
76,522
|
(12,505)
|
2,076,865
|
306,996
|
|
Total
|
26,657,968
|
1,757,620
|
(170,346)
|
28,245,242
|
34,715,815
|
(1) As
of December 31, 2018, the Company held gas turbines, one of which
was transferred to construction in progress because it is being
used for new generation capacity in the project called
“Terminal 6 San Lorenzo”.
(2) The
Group has capitalized borrowing costs for a total amount of 212,387
during the year ended December 31, 2018.
(3)
Includes 917,304 transferred to intangible assets related to
transmissions lines that were transferred to electric energy
transport companies.
EXHIBIT
B
CENTRAL PUERTO S.A.
INTANGIBLE ASSETS
AS OF DECEMBER 31, 2019 AND 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concession
right
|
12,160,063
|
-
|
-
|
12,160,063
|
|
Transmission
lines for Achiras and La Castellana wind farms
|
917,304
|
-
|
9,171(1)
|
926,475
|
|
Electrical
substation for La Genoveva II wind farm
|
-
|
-
|
24,770(1)
|
24,770
|
|
Turbogas
and turbosteam supply agreements for thermal station Brigadier
López (“BL contracts”)
|
-
|
6,094,377
|
-
|
6,094,377
|
|
Other
|
1,095,324
|
-
|
-
|
1,095,324
|
|
Total 2019
|
14,172,691
|
6,094,377
|
33,941
|
20,301,009
|
|
Total 2018
|
13,255,387
|
-
|
917,304(1)
|
14,172,691
|
|
|
|
|
|
|
Amortization and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concession
right
|
9,625,077
|
3.3
|
506,997
|
-
|
10,132,074
|
2,027,989
|
2,534,986
|
|
Transmission
lines for Achiras and La Castellana wind farms
|
30,914
|
5
|
46,264
|
-
|
77,178
|
849,297
|
886,390
|
|
Electrical
substation for La Genoveva II wind farm
|
-
|
5
|
407
|
-
|
407
|
24,363
|
-
|
|
Turbogas
and turbosteam supply agreements for thermal station Brigadier
López (“BL contracts”)
|
-
|
|
850,376
|
-
|
850,376
|
5,244,001
|
-
|
|
BL
contracts impairment (2)
|
-
|
|
-
|
1,076,863
|
1,076,863
|
(1,076,863)
|
-
|
|
Other
|
1,078,192
|
|
17,132
|
-
|
1,095,324
|
-
|
17,132
|
|
Total 2019
|
10,734,183
|
|
1,421,176
|
1,076,863
|
13,232,222
|
7,068,787
|
|
|
Total 2018
|
10,196,271
|
|
537,912
|
537,912
|
10,734,183
|
|
3,438,508
|
(1)
Transferred from property, plant and equipment. See Note
2.3.7.
(2) See
Note 2.3.8.
EXHIBIT
C
CENTRAL PUERTO S.A.
EQUITY INTERESTS IN ASSOCIATES
AS OF DECEMBER 31, 2019 AND 2018
|
|
|
|
|
Name and characteristics
|
Class
|
|
|
|
Listed Price
|
Value obtained by the equity method
|
Share in the profit of associates
|
|
|
|
of securities and issuers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT
IN ASSOCIATES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sociedades
Art.33 - Ley N° 19.550 y sociedades vinculadas:
|
|
|
|
|
|
|
|
|
|
|
Termoeléctrica
José de San Martín S.A.
|
1 vote
|
1
|
154,378
|
8.439
|
None
|
64,947
|
45,936
|
64,947
|
85,365
|
|
Termoeléctrica
Manuel Belgrano S.A.
|
1 vote
|
1
|
154,751
|
8.439
|
None
|
69,836
|
44,762
|
69,836
|
75,590
|
|
ECOGAS Group - IGCU
& IGCE (1) (2)
|
1 vote
|
10
|
|
|
None
|
3,219,803
|
1,021,975
|
3,219,803
|
2,810,346
|
|
Transportadora de
Gas del Mercosur S.A.
|
1 vote
|
-
|
8,702,400
|
-
|
None
|
95,879
|
(6,695)
|
95,879
|
102,574
|
|
Other
|
-
|
-
|
-
|
-
|
-
|
104
|
7,319
|
104
|
213
|
|
|
|
|
|
|
|
1,113,297
|
3,450,569
|
3,074,088
|
(1) Includes
direct participation of 17.20% in DGCE.
(2) See Note
3.2.1.
a)
2,646,529 IGCU shares and 2,999,329
DGCE shares.
b)
40,509 for IGCU and 133,467 for
IGCE.
|
|
Last
available financial information
|
Name and characteristics
of securities and issuers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termoeléctrica
José de San Martín S.A.
|
12/31/2019
|
500
|
146,620
|
210,353
|
30.88%
|
|
Termoeléctrica
Manuel Belgrano S.A.
|
12/31/2019
|
500
|
144,644
|
244,260
|
30.95%
|
|
ECOGAS
Group:
|
|
|
|
|
|
|
IGCU &
IGCE
|
12/31/2019
|
|
1,542,630
|
8,707,619
|
42.31%
|
|
Distribuidora de
Gas del Centro S.A.
|
12/31/2019
|
160,457
|
1,245,286
|
7,812,878
|
17.20%
|
|
Transportadora de
Gas del Mercosur S.A.
|
12/31/2019
|
43,512
|
(33,470)
|
479,395
|
20.00%
|
c)
60,012 for IGCU and 68,012 for
IGCE.
EXHIBIT
D
CENTRAL PUERTO S.A.
INVESTMENTS
AS OF DECEMBER 31, 2019 AND 2018
|
|
|
|
Name and characteristics of securities
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
Public
debt securities
|
ARS
|
|
3,463,169
|
-
|
|
Mutual
funds
|
ARS
|
|
4,148,409
|
3,022,238
|
|
Time
deposits
|
ARS
|
|
87,154
|
-
|
|
|
|
7,698,732
|
3,022,238
|
|
|
|
7,698,732
|
3,022,238
|
ARS:
Argentine Peso
USD: US
Dollar
EXHIBIT
E
CENTRAL PUERTO S.A.
ALLOWANCES AND PROVISIONS
AS OF DECEMBER 31, 2019 AND 2018
|
|
|
|
|
Item
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
141,643
|
31,568
|
(49,567)(1)
|
123,644
|
141,643
|
|
|
|
|
|
|
|
|
Trade
and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for
doubtful accounts - Trade receivables
|
5,696
|
8,983
|
(2,131)(1)
|
12,548
|
5,696
|
|
Total 2019
|
147,339
|
40,551
|
(51,698)
|
136,192
|
|
|
Total 2018
|
127,035
|
61,685
|
(41,381)(1)
|
|
147,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for
lawsuits and claims
|
826,848
|
5,282
|
(804,674)(1)
|
27,456
|
826,848
|
|
Total 2019
|
826,848
|
5,282
|
(804,674)
|
27,456
|
|
|
Total 2018
|
939,110
|
163,467
|
(275,729)(1)
|
|
826,848
|
(1)
Income (loss) for exposure to change in purchasing power of
currency for the year.
EXHIBIT
F
CENTRAL PUERTO S.A.
COST OF SALES
AS OF DECEMBER 31, 2019 AND 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories at
beginning of each year
|
454,703
|
408,928
|
|
|
|
|
|
Purchases and
operating expenses for each year:
|
|
|
|
|
|
|
|
Purchases
|
10,389,171
|
3,376,246
|
|
Operating expenses
(Exhibit H)
|
8,914,563
|
6,648,172
|
|
|
19,303,734
|
10,024,418
|
|
|
|
|
|
Inventories at the
end of each year
|
(801,763)
|
(454,703)
|
|
Total
|
18,956,674
|
9,978,643
|
|
|
|
|
EXHIBIT
G
CENTRAL PUERTO S.A.
FINANCIAL ASSETS AND LIABILITIES IN FOREIGN CURRENCY
AS OF DECEMBER 31, 2019 AND 2018
|
|
|
|
|
|
Currency and amount (in
thousands)
|
Effective
exchange rate (1)
|
|
Currency
and amount
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
and other receivables
|
USD
|
404,860
|
59.895(2)
|
24,249,101
|
USD
|
421,112
|
24,492,452
|
|
sss
|
|
|
|
24,249,101
|
|
|
24,492,452
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
USD
|
29,834
|
59.69
|
1,780,791
|
USD
|
4,720
|
272,283
|
|
ssss
|
EUR
|
1
|
66.853
|
67
|
EUR
|
1
|
66
|
|
Other
financial assets
|
USD
|
97,220
|
59.69
|
5,803,043
|
USD
|
-
|
-
|
|
Trade
and other receivables
|
USD
|
79,002
|
59.895
|
4,731,829
|
USD
|
138,051
|
8,029,170
|
|
ssss
|
USD
|
8,837
|
59.69(2)
|
527,481
|
USD
|
3,381
|
195,041
|
|
sss
|
|
|
|
12,843,211
|
|
|
8,496,560
|
|
sss
|
|
|
|
37,092,312
|
|
|
32,989,012
|
|
NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
loans and borrowings
|
USD
|
532,441
|
59.89
|
31,887,891
|
USD
|
140,581
|
8,152,970
|
|
|
|
|
31,887,891
|
|
|
8,152,970
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
loans and borrowings
|
USD
|
110,804
|
59.89
|
6,636,052
|
USD
|
12,124
|
703,129
|
|
Trade
and other payables
|
USD
|
22,537
|
59.89
|
1,349,741
|
USD
|
14,686
|
851,712
|
|
ssss
|
EUR
|
291
|
67.2265
|
19,563
|
EUR
|
465
|
30,876
|
|
sss
|
|
|
|
8,005,356
|
|
|
1,585,717
|
|
ssss
|
|
|
|
39,893,247
|
|
|
9,738,687
|
USD:
US dollar.
EUR:
Euro.
|
(1)
At the exchange rate prevailing as of
December 31, 2019 as per the Argentine National
Bank.
|
|
(2)
At the exchange rate according to
Communication “A” 3500 (wholesale) prevailing as of
December 31, 2019 as per the Argentine Central
Bank.
|
EXHIBIT H
1 of 2
CENTRAL PUERTO S.A.
INFORMATION REQUIRED BY LAW 19,550, ART. 64, PARAGRAPH I,
SUBSECTION b)
AS OF DECEMBER 31, 2019 AND 2018
|
|
|
|
|
|
Administrative
and
selling
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation to
employees
|
2,369,554
|
872,926
|
3,242,480
|
|
Other long-term
employee benefits
|
68,826
|
6,990
|
75,816
|
|
Depreciation of
property, plant and equipment
|
1,969,472
|
245
|
1,969,717
|
|
Amortization of
intangible assets
|
1,421,176
|
-
|
1,421,176
|
|
Purchase of energy
and power
|
93,653
|
-
|
93,653
|
|
Fees and
compensation for services
|
426,254
|
742,072
|
1,168,326
|
|
Maintenance
expenses
|
1,313,425
|
136,693
|
1,450,118
|
|
Consumption of
materials and spare parts
|
471,769
|
-
|
471,769
|
|
Insurance
|
345,118
|
13,110
|
358,228
|
|
Levies and
royalties
|
384,348
|
-
|
384,348
|
|
Taxes and
assessments
|
33,971
|
200,796
|
234,767
|
|
Tax on bank account
transactions
|
4,924
|
628,355
|
633,279
|
|
Others
|
12,073
|
32,218
|
44,291
|
|
Total
|
8,914,563
|
2,633,405
|
11,547,968
|
EXHIBIT H
2 of 2
CENTRAL PUERTO S.A.
INFORMATION REQUIRED BY LAW 19,550, ART. 64, PARAGRAPH I,
SUBSECTION b)
AS OF DECEMBER 31, 2019 AND 2018
|
|
|
|
Accounts
|
|
Administrative
and selling expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation to
employees
|
2,109,033
|
846,912
|
2,955,945
|
|
Other long-term
employee benefits
|
43,215
|
6,975
|
50,190
|
|
Depreciation of
property, plant and equipment
|
1,757,620
|
-
|
1,757,620
|
|
Amortization of
intangible assets
|
537,912
|
-
|
537,912
|
|
Purchase of energy
and power
|
67,914
|
2,141
|
70,055
|
|
Fees and
compensation for services
|
381,195
|
527,503
|
908,698
|
|
Maintenance
expenses
|
739,966
|
238,114
|
978,080
|
|
Consumption of
materials and spare parts
|
248,115
|
377
|
248,492
|
|
Insurance
|
371,465
|
5,401
|
376,866
|
|
Levies and
royalties
|
343,163
|
-
|
343,163
|
|
Taxes and
assessments
|
31,457
|
74,535
|
105,992
|
|
Tax on bank account
transactions
|
3,807
|
394,314
|
398,121
|
|
Others
|
13,310
|
40,977
|
54,287
|
|
Total
|
6,648,172
|
2,137,249
|
8,785,421
|
|
SEPARATE STATEMENT OF INCOME
|
|
|
|
for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
Revenues
|
32,404,765
|
20,621,587
|
|
Cost
of sales
|
(17,907,744)
|
(9,469,024)
|
|
Gross income
|
14,497,021
|
11,152,563
|
|
|
|
|
|
Administrative
and selling expenses
|
(2,367,540)
|
(1,980,626)
|
|
Other
operating income
|
18,276,720
|
20,384,538
|
|
Other
operating expenses
|
(28,553)
|
(195,253)
|
|
Impairment
of property, plant and equipment and intangible assets
|
(4,404,442)
|
-
|
|
CVO
receivables update
|
-
|
16,947,738
|
|
Operating income
|
25,973,206
|
46,308,960
|
|
|
|
|
|
Loss
on net monetary position
|
(6,700,439)
|
(9,927,709)
|
|
Finance
income
|
3,534,438
|
3,170,592
|
|
Finance
expenses
|
(9,675,572)
|
(1,769,260)
|
|
Share
of the profit of associates and subsidiaries
|
536,336
|
(778,945)
|
|
Income before income tax from continuing operations
|
13,667,969
|
37,003,638
|
|
|
|
|
|
Income
tax for the year
|
(4,859,154)
|
(10,477,670)
|
|
Net income for the year from continuing operations
|
8,808,815
|
26,525,968
|
|
|
|
|
|
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
Income
after tax for the year from discontinued operations
|
-
|
424,850
|
|
Net income for the year
|
8,808,815
|
26,950,818
|
|
|
|
|
|
–
Basic and diluted
earnings per share (ARS)
|
5.85
|
17.91
|
|
SEPARATE STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year
|
8,808,815
|
26,950,818
|
|
|
|
|
|
Other comprehensive income for the year
|
|
|
|
|
|
|
|
Other comprehensive income to be reclassified to income in
subsequent periods
|
|
|
|
Loss
on financial assets at fair value through other comprehensive
income
|
-
|
(533,226)
|
|
Income
tax related to loss on financial assets at fair value through other
comprehensive income
|
-
|
213,256
|
|
Other comprehensive income (loss) to be reclassified to income in
subsequent periods
|
-
|
(319,970)
|
|
|
|
|
|
Other
comprehensive income (loss) not to be reclassified to income in
subsequent periods
|
|
|
|
|
|
|
|
Remeasurement of
losses from long-term employee benefits
|
(43,633)
|
31,614
|
|
Income tax related
to remeasurement of losses from long-term employee
benefits
|
11,563
|
(9,484)
|
|
Other
comprehensive income (loss) not to be reclassified to income in
subsequent periods
|
(32,070)
|
22,130
|
|
Other comprehensive income for the year
|
(32,070)
|
(297,840)
|
|
Total comprehensive income for the year
|
8,776,745
|
26,652,978
|
|
SEPARATE STATEMENT OF FINANCIAL POSITION
|
|
|
|
|
as at December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property,
plant and equipment
|
|
38,615,165
|
22,802,994
|
|
Intangible
assets
|
|
6,195,129
|
2,552,118
|
|
Investment
in associates
|
|
3,450,472
|
3,073,888
|
|
Investment
in subsidiaries
|
Exhibit
C
|
4,621,902
|
3,657,644
|
|
Trade
and other receivables
|
|
24,249,144
|
25,646,335
|
|
Other
non-financial assets
|
|
131,809
|
6,719
|
|
Other
financial assets
|
|
3,051,271
|
-
|
|
Inventories
|
|
144,169
|
114,893
|
|
|
80,459,061
|
57,854,591
|
|
Current assets
|
|
|
|
|
Inventories
|
|
650,813
|
339,660
|
|
Other
non-financial assets
|
|
677,259
|
397,726
|
|
Trade
and other receivables
|
|
14,156,704
|
16,706,059
|
|
Other
financial assets
|
|
3,703,361
|
2,944,100
|
|
Cash
and cash equivalents
|
|
1,029,919
|
244,065
|
|
|
20,218,056
|
20,631,610
|
|
Total assets
|
|
100,677,117
|
78,486,201
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
Capital
stock
|
|
1,514,022
|
1,514,022
|
|
Adjustment
to capital stock
|
|
18,416,762
|
18,416,759
|
|
Legal
reserve
|
|
2,378,736
|
589,783
|
|
Voluntary
reserve
|
|
26,511,002
|
6,778,288
|
|
Retained
earnings
|
|
9,539,556
|
22,636,956
|
|
Total equity
|
|
58,360,078
|
49,935,808
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Other
non-financial liabilities
|
|
4,354,668
|
3,013,397
|
|
Borrowings
from CAMMESA
|
|
-
|
1,544,945
|
|
Other
loans and borrowings
|
|
15,846,823
|
-
|
|
Compensation
and employee benefits liabilities
|
|
229,279
|
228,395
|
|
Deferred
income tax liabilities
|
|
5,904,092
|
7,756,702
|
|
|
26,334,862
|
12,543,439
|
|
Current liabilities
|
|
|
|
|
Trade
and other payables
|
|
5,341,766
|
2,565,932
|
|
Borrowings
from CAMMESA
|
|
-
|
2,788,843
|
|
Other
non-financial liabilities
|
|
1,606,264
|
2,550,643
|
|
Other
loans and borrowings
|
|
6,756,989
|
6,592
|
|
Compensation
and employee benefits liabilities
|
|
633,016
|
547,126
|
|
Income
tax payable
|
|
1,616,686
|
6,720,970
|
|
Provisions
|
|
27,456
|
826,848
|
|
|
15,982,177
|
16,006,954
|
|
Total liabilities
|
|
42,317,039
|
28,550,393
|
|
Total equity and liabilities
|
|
100,677,117
|
78,486,201
|
|
SEPARATE STATEMENT OF CASH FLOWS
|
|
|
|
for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
Income
for the period before income tax from continuing
operations
|
13,667,969
|
37,003,638
|
|
Income
for the period before income tax from discontinued
operations
|
-
|
505,823
|
|
Income
for the period before income tax
|
13,667,969
|
37,509,461
|
|
|
|
|
|
Adjustments to reconcile income for the year before income tax to
net cash flows:
|
|
|
|
Depreciation
of property, plant and equipment
|
1,508,151
|
1,578,196
|
|
Loss
(gain) on replacement/disposal of property, plant and
equipment
|
-
|
83,669
|
|
Impairment
of property, plant and equipment and intangible assets
|
4,404,442
|
-
|
|
Amortization
of intangible assets
|
1,374,505
|
506,998
|
|
CVO
receivables update
|
-
|
(16,947,738)
|
|
Interest
earned from customers
|
(6,432,385)
|
(2,490,711)
|
|
Finance
income
|
(3,534,438)
|
(3,170,592)
|
|
Finance
expenses
|
9,675,573
|
1,769,260
|
|
Share
of the profit of associates and subsidiaries
|
(536,336)
|
778,944
|
|
Material
and spare parts impairment
|
31,568
|
-
|
|
Movements
in provisions and long-term employee benefit plan
expense
|
81,024
|
(3,780)
|
|
Foreign
exchange difference for trade receivables
|
(11,841,721)
|
(17,480,658)
|
|
Income
from the sale of La Plata plant
|
-
|
(720,705)
|
|
Loss
on net monetary position
|
(7,809,691)
|
(1,438,752)
|
|
|
|
|
|
Working capital adjustments:
|
|
|
|
Decrease
in trade and other receivables
|
14,331,689
|
9,279,638
|
|
Increase
in other financial, non-financial assets and
inventories
|
(776,620)
|
(123,610)
|
|
Increase
in trade and other payables, other non-financial liabilities and
liabilities from employee benefits
|
592,495
|
3,332,281
|
|
|
14,736,225
|
12,461,901
|
|
|
|
|
|
Interest
received
|
4,831,912
|
68,237
|
|
Income
tax paid
|
(9,582,738)
|
(4,262,129)
|
|
Net cash flows provided by operating activities
|
9,985,399
|
8,268,009
|
|
|
|
|
|
Investing activities
|
|
|
|
Purchase
of property, plant and equipment
|
(10,308,704)
|
(4,203,192)
|
|
Acquisition
of Thermal Station Brigadier López
|
(8,466,454)
|
-
|
|
Loans
granted to subsidiaries, net
|
(2,231,641)
|
(1,891,594)
|
|
Interest
received from loans granted
|
51,740
|
-
|
|
Cash
flows generated from the sale of the La Plata plant
|
-
|
962,845
|
|
Dividends
received
|
766,861
|
1,492,304
|
|
(Acquisition)
Sale of available-for-sale financial assets, net
|
652,095
|
277,364
|
|
Capital
contributions to subsidiaries
|
(1,324,323)
|
(3,430,733)
|
|
Net cash flows used in investing activities
|
(20,860,426)
|
(6,793,006)
|
|
|
|
|
|
Financing activities
|
|
|
|
Loans
received
|
12,800,148
|
-
|
|
Bank
and investment accounts overdrafts received (paid),
net
|
1,013,225
|
(175,001)
|
|
Direct
financing costs
|
(775,165)
|
-
|
|
Interest
and other financial costs paid
|
(339,250)
|
(13,602)
|
|
Dividends
paid
|
(1,115,199)
|
(2,180,788)
|
|
Net cash flows provided by (used in) financing
activities
|
11,583,759
|
(2,369,391)
|
|
|
|
|
|
Increase (Decrease) in cash and cash equivalents
|
708,732
|
(894,388)
|
|
Exchange
difference and other financial results
|
319,423
|
1,712,156
|
|
Monetary
results effect on cash and cash equivalents
|
(242,301)
|
(622,180)
|
|
Cash
and cash equivalents as of January 1
|
244,065
|
48,477
|
|
Cash and cash equivalents as of December 31
|
1,029,919
|
244,065
|
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 financial statements for the year ended December
31, 2019 were prepared by applying IFRS.
When
preparing these separate financial statements, the Company applied
the presentation bases, accounting policies, and relevant
accounting judgments, estimate and assumptions described in the
attached consolidated financial statements for the year ended
December 31, 2019.
EXHIBIT C
CENTRAL PUERTO S.A.
INVESTMENT IN SUBSIDIARIES
AS OF DECEMBER 31, 2019 AND 2018
|
|
|
|
Name and characteristics of
securities and issuers
|
|
|
|
|
Listed
price
|
Value
obtained by the equity method
|
Share
of profit
of subsidiaries
|
|
|
|
INVESTMENT IN SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central
Vuelta de Obligado S.A.
|
1
vote
|
1
|
280,950
|
281
|
Unlisted
|
105,827
|
78,691
|
105,827
|
56,930
|
|
CP
Renovables S.A.
|
1
vote
|
1
|
3,313,313,169
|
3,313,313,169
|
Unlisted
|
1,380,369
|
(501,000)
|
1,380,369
|
1,428,906
|
|
Central
Aime Paine S.A.
|
1
vote
|
1
|
97,000
|
97
|
Unlisted
|
97
|
-
|
97
|
149
|
|
Proener S.A.U.
|
1
vote
|
1
|
282,557
|
1
|
Unlisted
|
59,508
|
15,901
|
59,508
|
54,655
|
|
Vientos
La Genoveva S.A.U.
|
1
vote
|
1
|
1,615,451,861
|
1,615,451,861
|
Unlisted
|
2,232,168
|
(144,153)
|
2,232,168
|
1,268,033
|
|
Vientos
La Genoveva II S.A.U.
|
1
vote
|
1
|
498,293,542
|
498,293,542
|
Unlisted
|
843,933
|
(26,400)
|
843,933
|
848,924
|
|
Parques
Eólicos Australes S.A.
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
47
|
|
|
|
|
|
|
|
(576,961)
|
4,621,902
|
3,657,644
|
|
|
Latest available financial information
|
Name and characteristics
of
securities and issuers
|
|
|
|
|
|
|
INVESTMENT IN SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central
Vuelta de Obligado S.A.
|
12/31/2019
|
500
|
148,218
|
188,338
|
56%
|
|
CP
Renovables S.A.
|
12/31/2019
|
3,313,313
|
(710,246)
|
2,181,952
|
70%
|
|
Central
Aime Paine S.A.
|
12/31/2019
|
100
|
-
|
97
|
97%
|
|
Proener S.A.U.
|
12/31/2019
|
283
|
22,186
|
64,958
|
100%
|
|
Vientos
La Genoveva S.A.U.
|
12/31/2019
|
1,615,452
|
(144,153)
|
1,961,524
|
100%
|
|
Vientos
La Genoveva II S.A.U.
|
12/31/2019
|
498,294
|
(23,047)
|
646,127
|
100%
|
English translation of the original report issued in Spanish for
publication in Argentina
INDEPENDENT AUDITORS’ REPORT
To
the board of directors of
CENTRAL PUERTO S.A.:
Introduction
1.
We have audited the accompanying consolidated financial statements
of Central Puerto S.A. and its subsidiaries, which comprise the
consolidated statement of financial position as of December 31,
2019, the consolidated statements of income, comprehensive income,
changes in equity and cash flows for the year then ended, a summary
of significant accounting policies and other explanatory
information.
Responsibility of the Company’s Board of Directors on
financial statements
2.
The Board of Directors is responsible for the preparation and fair
presentation of the Company’s financial statements mentioned
in paragraph 1 in accordance with the International Financial
Reporting Standards , adopted by the Argentine Federation of
Professional Councils in Economic Sciences FACPCE for its acronym
in Spanish) as professional accounting standards, as approved by
the International Accounting Standards Board (IASB), incorporated
by the Argentine Securities Commission (CNV for its acronym in
Spanish) in its regulations. The Board of Directors is also
responsible for the internal control it determines necessary to
enable the preparation of financial statements that are free from
material misstatements, whether due to errors or
irregularities.
Auditor’s responsibility
3.
Our responsibility is to express an opinion on the financial
statements mentioned in paragraph 1 based on our audit. We
conducted our audit in accordance with the International Standards
on Auditing issued by the International Auditing and Assurance
Standards Board, adopted in Argentina with the validity established
by the FACPCE. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from
material misstatement.
An
audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment,
including the assessments of the risks of material misstatement of
the financial statements, whether due to errors or irregularities.
In making those risk assessments, the auditor considers the
Company’s internal control relevant to the preparation and
fair presentation of the financial statements in order to design
audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the
Company’s Management, as well as evaluating the overall
presentation of the financial statements.
We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Conclusion
4.
In our opinion, the financial statements referred to in paragraph 1
present fairly, in all material respects, the financial position of
Central Puerto S.A. and its subsidiaries as of December 31, 2019
and the results of its operations and its cash flows for the year
then ended, in accordance with the International Financial
Reporting Standards.
|
City of Buenos Aires,
|
|
|
March 10, 2019
|
|
|
|
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
INDEPENDENT AUDITORS’ REPORT
To
the board of directors of
CENTRAL PUERTO S.A.:
Introduction
1.
We have audited the accompanying separate financial statements of
Central Puerto S.A. , which comprise the statement of financial
position as of December 31, 2019, the statements of income,
comprehensive income, and cash flows for the year then ended, a
summary of significant accounting policies and other explanatory
information.
Responsibility of the Company’s Board of Directors on
financial statements
2.
The Board of Directors is responsible for the preparation and fair
presentation of the Company’s financial statements mentioned
in paragraph 1 in accordance with the International Financial
Reporting Standards , adopted by the Argentine Federation of
Professional Councils in Economic Sciences (FACPCE for its acronym
in Spanish) as professional accounting standards, as approved by
the International Accounting Standards Board (IASB), incorporated
by the Argentine Securities Commission (CNV for its acronym in
Spanish) in its regulations. The Board of Directors is also
responsible for the internal control it determines necessary to
enable the preparation of financial statements that are free from
material misstatements, whether due to errors or
irregularities.
Auditor’s responsibility
3.
Our responsibility is to express an opinion on the financial
statements mentioned in paragraph 1 based on our audit. We
conducted our audit in accordance with the International Standards
on Auditing issued by the International Auditing and Assurance
Standards Board, adopted in Argentina with the validity established
by the FACPCE. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from
material misstatement.
An
audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment,
including the assessments of the risks of material misstatement of
the financial statements, whether due to errors or irregularities.
In making those risk assessments, the auditor considers the
Company’s internal control relevant to the preparation and
fair presentation of the financial statements in order to design
audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the
Company’s Management, as well as evaluating the overall
presentation of the financial statements.
We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Conclusion
4.
In our opinion, the financial statements referred to in paragraph 1
present fairly, in all material respects, the financial position of
Central Puerto S.A. as of December 31, 2019 and the results of its
operations and its cash flows for the year then ended, in
accordance with the International Financial Reporting
Standards.
|
City of Buenos Aires,
|
|
|
March 10, 2019
|
|
|
|
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
|