6-K
TELECOM ARGENTINA SA (TEO)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
Pursuantto Rule 13a-16 or 15d-16
ofthe Securities Exchange Act of 1934
For the month of August 2024
Commission File Number: 001-13464
TelecomArgentina S.A.
(Translation of registrant’s name into English)
GeneralHornos, No. 690, 1272
BuenosAires, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | x | Form 40-F | ¨ |
|---|
TelecomArgentina S.A.
TABLE OF CONTENTS
Item
| 1. | Unaudited condensed consolidated financial statements as of June 30, 2024 |
|---|---|
| 2. | Operating and financial review and prospects as of June 30, 2024 |
| --- | --- |
| 3. | Capsulefinancial information illustrating the effects of inflation from December 31, 2023 to June 30, 2024 |
| --- | --- |
UnauditedCondensed Consolidated Financial Statements as of June 30, 2024
GeneralHornos 690
(C1272ACK)Autonomous city of Buenos Aires
Republicof Argentina
UNAUDITEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OFJUNE 30, 2024 AND 2023
INDEX
| Glossary of terms | F-1 |
|---|---|
| Unaudited condensed consolidated financial statements | |
| Consolidated statements of financial position | F-3 |
| Consolidated income statements | F-4 |
| Consolidated statements of comprehensive income | F-5 |
| Consolidated statements of changes in equity | F-6 |
| Consolidated statements of cash flows | F-7 |
| Notes to the unaudited condensed consolidated financial statements |
Glossaryof terms
The following explanations are not technical definitions, but to assist the general reader to understand certain terms as used in these unaudited condensed consolidated financial statements.
*ADS:*Telecom Argentina’s American Depositary Share, listed on the New York Stock Exchange, each representing five Class B Shares.
*ADR:*American Depositary Receipt.
BCRA*(Banco Central de la República Argentina):* The Central Bank of Argentina.
BYMA(Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange*.*
*CAPEX:*Capital expenditures.
CNV(Comisión Nacional de Valores): The Argentine National Securities Commission.
Company/TelecomArgentina: Telecom Argentina S.A.
*CVH:*Cablevisión Holding S.A., controlling company of Telecom Argentina since January 1, 2018.
*DFI:*Derivate Financial Instrument.
FACPCE(Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.
*Fintech:*Fintech Telecom LLC, a Telecom Argentina shareholder.
*fintech:*Financial technology services are activities that involve the use of innovation and technological developments for the design, offer and provision of financial products and services.
FixedAssets: Includes PP&E, Intangible assets, Goodwill and Rights of use assets.
*IAS:*International Accounting Standards.
IASB: International Accounting Standards Board.
*ICTServices (Information and Communication Technology services):*Services to transport and distribute signals or data, such as voice, text, video and images, provided or requested by third-party users, through telecommunications networks.
IFRSAccounting Standards: International Financial Reporting Standards, as issued by the IASB.
INDEC(Instituto Nacional de estadísticas y censos): The National Institute of statistics and cense.
LaCapital Cable/Ver TV/TSMA: Names corresponding to limited companies La Capital Cable S.A., Ver T.V. S.A. and Teledifusora San Miguel Arcángel S.A., respectively, companies that are directly or indirectly associates according to the definition of the General Corporations Law.
LAD(Ley Argentina Digital): Argentine Digital Law No. 27,078.
LGS(Ley de General de Sociedades): Argentine Corporations Law No. 19,550 as amended. Since the enforcement of the new Civil and Commercial Code its name was changed to “General Corporations Law”.
MicroSistemas/Pem/Cable Imagen/AVC Continente Audiovisual/Inter Radios/Personal Smarthome/NYS2/NYSSA/ RISSAU/ Manda: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the General Corporations Law, or were controlled by the Company, directly or indirectly: Micro Sistemas S.A.U., Pem S.A.U., Cable Imagen S.R.L., AVC Continente Audiovisual S.A., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Negocios y Servicios S.A.U., Red Intercable Satelital S.A.U. and Manda S.A..
NYSE:New York Stock Exchange.
*OPH:*Name corresponding to company Open Pass Holding LLC that is a joint venture of Telecom Argentina.
PEN(Poder Ejecutivo Nacional): The executive branch of the Argentine government.
*PP&E:*Properties, plant and equipment.
PSPCP(Proveedores de servicios de pago con cuentas de pago): Payment service providers offering payment accounts.
RECPAM(Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).
F-1
*Telecom:*Telecom Argentina and its consolidated subsidiaries.
TelecomUSA/ Núcleo/ Personal Envíos/ Tuves Paraguay/ Televisión Dirigida/ Adesol/ Opalker/Ubiquo/ Micro Fintech Holding/Naperville: Names corresponding to foreign companies Telecom Argentina USA Inc., Núcleo S.A.E., Personal Envíos S.A., Tuves Paraguay S.A., Televisión Dirigida S.A., Adesol S.A., Opalker S.A., Ubiquo Chile Spa,Micro Fintech Holding LLC and Naperville Investments LLC, respectively, companies that are directly or indirectly controlled according to the definition of the General Corporations Law.
*USA:*United States of America
UVA(Unidad de Valor Adquistivo): Purchasing Value Unit, an index developed and published by the Banco Central de la República Argentina.
F-2
CONSOLIDATEDSTATEMENTS OF FINANCIAL POSITION
(In millions of Argentine pesos in current currency - Note 1.d)
| June 30, | December 31, | ||||
|---|---|---|---|---|---|
| ASSETS | Note | 2024 | 2023 | ||
| Current<br> Assets | |||||
| Cash<br> and cash equivalents | 2 | 165,008 | 287,230 | ||
| Investments | 2 | 223,141 | 222,862 | ||
| Trade receivables | 3 | 252,285 | 238,860 | ||
| Other receivables | 4 | 55,543 | 61,193 | ||
| Inventories | 5 | 42,190 | 56,681 | ||
| Assets<br> classified as held for sale | 7 | 1,781 | - | ||
| Total<br> current assets | 739,948 | 866,826 | |||
| Non-Current<br> Assets | |||||
| Trade receivables | 3 | 409 | 453 | ||
| Other receivables | 4 | 27,860 | 35,289 | ||
| Deferred<br> income tax assets | 13 | 20,904 | 24,836 | ||
| Investments | 2 | 36,823 | 42,799 | ||
| Goodwill | 6 | 2,783,516 | 2,775,625 | ||
| PP&E | 7 | 3,750,804 | 4,084,143 | ||
| Intangible<br> assets | 8 | 1,590,915 | 1,629,505 | ||
| Right<br> of use assets | 9 | 384,569 | 387,755 | ||
| Total<br> non-current assets | 8,595,800 | 8,980,405 | |||
| TOTAL<br> ASSETS | 9,335,748 | 9,847,231 | |||
| LIABILITIES | |||||
| Current<br> Liabilities | |||||
| Trade payables | 10 | 391,424 | 641,526 | ||
| Borrowings | 11 | 820,770 | 1,012,979 | ||
| Salaries<br> and social security payables | 12 | 137,026 | 163,845 | ||
| Income tax<br> payables | 13 | 3,875 | 2,808 | ||
| Other taxes<br> payables | 14 | 70,301 | 70,377 | ||
| Dividends<br> payables | 2 | 616 | - | ||
| Leases liabilities | 15 | 50,204 | 51,659 | ||
| Other liabilities | 16 | 42,392 | 36,782 | ||
| Provisions | 17 | 6,726 | 9,600 | ||
| Total<br> current liabilities | 1,523,334 | 1,989,576 | |||
| Non-Current<br> Liabilities | |||||
| Trade payables | 10 | 10,944 | 1,643 | ||
| Borrowings | 11 | 1,743,220 | 2,812,707 | ||
| Salaries<br> and social security payables | 12 | 7,999 | 6,704 | ||
| Deferred<br> income tax liabilities | 13 | 1,185,424 | 829,007 | ||
| Other taxes<br> payables | 14 | 4 | 20 | ||
| Leases liabilities | 15 | 82,739 | 107,700 | ||
| Other liabilities | 16 | 8,318 | 16,255 | ||
| Provisions | 17 | 45,503 | 46,951 | ||
| Total<br> non-current liabilities | 3,084,151 | 3,820,987 | |||
| TOTAL<br> LIABILITIES | 4,607,485 | 5,810,563 | |||
| EQUITY | |||||
| Equity attributable<br> to Controlling Company | 4,635,492 | 3,897,253 | |||
| Equity<br> attributable to non-controlling interest | 92,771 | 139,415 | |||
| TOTAL EQUITY*(See Consolidated Statements of Changes in Equity)* | 4,728,263 | 4,036,668 | |||
| TOTAL<br> LIABILITIES AND EQUITY | 9,335,748 | 9,847,231 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
CONSOLIDATEDINCOME STATEMENTS
(In millions of Argentine pesos in current currency, except per share data in Argentine pesos in current currency - Note 1.d)
| Three-month<br> period<br> ended June 30, | Six-month<br> period<br> ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | 2024 | 2023 | 2024 | 2023 | |||||
| Revenues | 21 | 856,084 | 933,838 | 1,666,979 | 1,921,749 | ||||
| Employee<br> benefit expenses and severance payments | 22 | (207,318) | (224,150) | (394,444) | (461,767) | ||||
| Interconnection<br> and transmission costs | (23,607) | (26,947) | (53,353) | (56,417) | |||||
| Fees for<br> services, maintenance, materials and supplies | 22 | (110,363) | (123,094) | (228,973) | (238,916) | ||||
| Taxes and<br> fees with the Regulatory Authority | 22 | (66,838) | (72,260) | (129,323) | (148,333) | ||||
| Commissions<br> and advertising | (44,565) | (59,468) | (86,665) | (117,032) | |||||
| Cost of<br> equipment and handsets | 22 | (45,561) | (58,414) | (73,847) | (104,255) | ||||
| Programming<br> and content costs | (48,977) | (52,401) | (93,387) | (109,040) | |||||
| Bad debt<br> expenses | 3 | (15,103) | (18,021) | (35,283) | (47,909) | ||||
| Other operating<br> expenses | 22 | (44,251) | (52,946) | (76,612) | (92,808) | ||||
| Depreciation,<br> amortization and impairment of Fixed Assets | 22 | (280,596) | (321,588) | (557,189) | (634,933) | ||||
| Operating loss | (31,095) | (75,451) | (62,097) | (89,661) | |||||
| Losses<br> from associates and joint ventures | 2 | (1,361) | (4,967) | (2,972) | (3,013) | ||||
| Financial<br> results from borrowings | 23 | 176,002 | (24,682) | 1,121,977 | 16,321 | ||||
| Other financial<br> results, net | 23 | 26,855 | 34,997 | 163,823 | 83,096 | ||||
| Income (loss) before income<br> tax | 170,401 | (70,103) | 1,220,731 | 6,743 | |||||
| Income<br> tax benefit (expense) | 13 | (111,539) | 85,523 | (361,508) | 139,666 | ||||
| Net income for the period | 58,862 | 15,420 | 859,223 | 146,409 | |||||
| Attributable to: | |||||||||
| Controlling<br> Company | 54,608 | 12,902 | 851,682 | 140,561 | |||||
| Non-controlling<br> interest | 4,254 | 2,518 | 7,541 | 5,848 | |||||
| 58,862 | 15,420 | 859,223 | 146,409 | ||||||
| Earnings per share for income<br> attributable to the Controlling Company - Basic and diluted | 1.c | 25.36 | 5.99 | 395.45 | 65.27 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
See Note 22 for additional information on operating expenses per function.
F-4
CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME
(In millions of Argentine pesos in current currency - Note 1.d)
| Three-month<br> period<br> ended June 30, | Six-month<br> period<br> ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Net income for<br> the period | 58,862 | 15,420 | 859,223 | 146,409 | ||||
| Other comprehensive income | ||||||||
| Items<br> that may be reclassified to profit or loss | ||||||||
| Currency<br> translation adjustments (no effect on Income Tax) | (38,567) | (1,370) | (162,078) | (4,912) | ||||
| DFI effects<br> classified as hedges | 172 | 2,877 | 1,000 | 1,939 | ||||
| Income<br> Tax effects on DFI classified as hedges and others | (33) | (1,034) | (350) | (684) | ||||
| Other comprehensive income<br> (loss), net of tax | (38,428) | 473 | (161,428) | (3,657) | ||||
| Total comprehensive income<br> for the period | 20,434 | 15,893 | 697,795 | 142,752 | ||||
| Attributable to: | ||||||||
| Controlling<br> Company | 28,076 | 13,029 | 738,239 | 137,124 | ||||
| Non-controlling<br> interest | (7,642) | 2,864 | (40,444) | 5,628 | ||||
| 20,434 | 15,893 | 697,795 | 142,752 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
CONSOLIDATEDSTATEMENTS OF CHANGES IN EQUITY
(In millions of Argentine pesos in current currency – Note 1.d)
| Owners<br> contribution | Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Outstanding<br><br> shares<br><br> Capital<br><br> nominal<br><br> value<br> (1) | Inflation<br><br> adjustment | Contribu-<br><br> ted Surplus | Legal | Special<br> <br><br> reserve for<br><br> IFRS <br><br>implementa-<br><br> tion | Facultati-<br><br> ve (2) | Other<br><br> comprehensive loss | Retained<br><br> earnings | Equity<br><br> attributa-<br><br> ble to<br><br> controlling<br><br> company | Equity<br><br> attributable<br><br> to non-<br><br> controlling<br><br> interest | Total<br><br> Equity | |
| Balances<br> as of January 1, 2023 | 2,154 | 1,543,632 | 3,804,015 | 91,716 | 33,629 | 330,421 | (183,941) | (1,163,501) | 4,458,125 | 90,754 | 4,548,879 |
| Resolutions<br> of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023 | |||||||||||
| -<br> Specific loss allocation | - | - | (1,533,515) | - | - | - | - | 1,533,515 | - | - | - |
| -<br> Reserves constitution | - | - | - | - | - | 370,014 | - | (370,014) | - | - | - |
| Dividends<br> (3) | - | - | - | - | - | (187,767) | - | - | (187,767) | - | (187,767) |
| Subsidiary<br> acquisition | - | - | - | - | - | - | - | - | - | (4) | (4) |
| Comprehensive<br> income: | |||||||||||
| Net<br> income for the period | - | - | - | - | - | - | - | 140,561 | 140,561 | 5,848 | 146,409 |
| Other<br> comprehensive loss | - | - | - | - | - | - | (3,437) | - | (3,437) | (220) | (3,657) |
| Total<br> Comprehensive income (loss) | - | - | - | - | - | - | (3,437) | 140,561 | 137,124 | 5,628 | 142,752 |
| Balances<br> as of June 30, 2023 | 2,154 | 1,543,632 | 2,270,500 | 91,716 | 33,629 | 512,668 | (187,378) | 140,561 | 4,407,482 | 96,378 | 4,503,860 |
| Balances<br> as of January 1, 2024 | 2,154 | 1,543,632 | 2,270,500 | 91,716 | 33,629 | 512,668 | (93,718) | (463,328) | 3,897,253 | 139,415 | 4,036,668 |
| Resolutions<br> of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024 | |||||||||||
| -<br> Absorption of retained earnings (losses) and reserve reclassification (4) | - | - | (139,179) | - | - | (324,149) | - | 463,328 | - | - | - |
| Dividends<br> to non-controlling shareholders (3) | - | - | - | - | - | - | - | - | - | (8,609) | (8,609) |
| Subsidiary<br> acquisition (5) | - | - | - | - | - | - | - | - | - | 2,409 | 2,409 |
| Comprehensive<br> income: | |||||||||||
| Net<br> income for the period | - | - | - | - | - | - | - | 851,682 | 851,682 | 7,541 | 859,223 |
| Other<br> comprehensive loss | - | - | - | - | - | - | (113,443) | - | (113,443) | (47,985) | (161,428) |
| Total<br> Comprehensive income (loss) | - | - | - | - | - | - | (113,443) | 851,682 | 738,239 | (40,444) | 697,795 |
| Balances<br> as of June 30, 2024 | 2,154 | 1,543,632 | 2,131,321 | 91,716 | 33,629 | 188,519 | (207,161) | 851,682 | 4,635,492 | 92,771 | 4,728,263 |
(1) See Note 20.
(2) Correspond to the Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level.
(3) See Note 2.b).
(4) See Note 20.b).
(5) See Note 25.2.a).
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
CONSOLIDATEDSTATEMENTS OF CASH FLOWS
(In millions of Argentine pesos in current currency – Note 1.d)
| **** | Six-month period ended June 30, | ||
|---|---|---|---|
| Note | 2024 | 2023 | |
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | |||
| Net<br> income for the period | 859,223 | 146,409 | |
| Adjustments to reconcile net income to net cash flows provided by operating activities | |||
| Allowances<br> deducted from assets | 30,310 | 45,364 | |
| Depreciation<br> of PP&E | 7 | 425,842 | 496,951 |
| Amortization<br> of intangible assets | 8 | 49,150 | 77,832 |
| Amortization<br> of rights of use assets | 9 | 82,569 | 60,021 |
| Disposals<br> of Fixed Assets | 681 | 502 | |
| Losses<br> from associates and joint ventures | 2.a | 2,972 | 3,013 |
| Financial<br> results and others | (1,403,700) | (208,138) | |
| Income<br> tax | 13 | 361,508 | (139,666) |
| Income<br> tax paid (*) | (2,967) | (3,344) | |
| Net<br> increase in assets | 2.b | (191,678) | (228,209) |
| Net<br> increase in liabilities | 2.b | 114,749 | 247,624 |
| Total cash flows from operating activities | 328,659 | 498,359 | |
| CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | |||
| Payments<br> for PP&E | (171,104) | (192,148) | |
| Payments<br> for intangible asset acquisitions | (18,031) | (8,995) | |
| Dividends<br> received from associates | 2.b | 764 | 1,334 |
| Proceeds<br> from the sale of PP&E and intangible assets | 2,851 | 238 | |
| Payments<br> for acquisition of subsidiary and joint venture, net of cash acquired | (5,111) | (4,057) | |
| Proceeds<br> from sale of investments not considered as cash and cash equivalents | 146,723 | 7,070 | |
| Payments<br> for investments not considered as cash and cash equivalents | (190,904) | (244,656) | |
| Total cash flows used in investing activities | (234,812) | (441,214) | |
| CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | |||
| Proceeds<br> from borrowings | 2.b | 264,140 | 286,286 |
| Payment<br> of borrowings | 2.b | (225,083) | (139,290) |
| Payment<br> of interests and related expenses | 2.b | (153,425) | (158,060) |
| Payments<br> of leases liabilities | 15 | (35,895) | (37,183) |
| Dividends<br> paid to non-controlling interests in subsidiaries | 2.b | (7,928) | - |
| Total cash flows used in financing activities | (158,191) | (48,247) | |
| NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS | (64,344) | 8,898 | |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 287,230 | 224,222 | |
| NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS | (57,878) | (6,855) | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 165,008 | 226,265 | |
| (*) | Six-month period<br><br> <br>ended June 30, | ||
| --- | --- | --- | |
| 2024 | 2023 | ||
| Corresponding<br> to Controlling Company | - | (1,193) | |
| Corresponding<br> to subsidiaries | (2,967) | (2,151) | |
| (2,967) | (3,344) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
See Note 2.b for additional information on the consolidated statements of cash flows.
**F-7**
NOTESTO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2024 AND 2023 (*)
(In millions of Argentine pesos in current currency, except as otherwise indicated)
INDEX
| Page | |
|---|---|
| Note<br> 1 – Basis of preparation of the unaudited condensed consolidated financial statements and significant accounting policies | F-9 |
| Note<br> 2 – Cash and cash equivalents and Investments. Additional information on the consolidated statements of cash flows. Dividends<br> payables | F-14 |
| Note<br> 3 – Trade receivables | F-16 |
| Note<br> 4 – Other receivables | F-17 |
| Note<br> 5 – Inventories | F-17 |
| Note<br> 6 – Goodwill | F-17 |
| Note<br> 7 – PP&E | F-18 |
| Note<br> 8 – Intangible assets | F-18 |
| Note<br> 9 – Right of use assets | F-19 |
| Note<br> 10 – Trade payables | F-19 |
| Note<br> 11 – Borrowings | F-19 |
| Note<br> 12 – Salaries and social security payables | F-21 |
| Note<br> 13 – Income tax payable and Deferred income tax assets/liabilities | F-21 |
| Note<br> 14 – Other taxes payables | F-22 |
| Note<br> 15 – Leases liabilities | F-22 |
| Note<br> 16 – Other liabilities | F-23 |
| Note<br> 17 – Provisions | F-23 |
| Note<br> 18 – Additional information of financial assets and liabilities | F-24 |
| Note<br> 19 – Purchase commitments | F-26 |
| Note<br> 20 – Equity | F-26 |
| Note<br> 21 – Revenues | F-27 |
| Note<br> 22 – Operating expenses | F-27 |
| Note<br> 23 – Financial results | F-28 |
| Note<br> 24 – Balances and transactions with Related parties | F-28 |
| Note<br> 25 – Recent developments corresponding to the six-month period ended June 30, 2024 | F-30 |
| Note<br> 26 – Subsequent events to June 30, 2024 | F-32 |
(*) By convention the definitions used in the notes are in the Glossary of Terms.
**F-8**
TELECOMARGENTINA S.A.
NOTE1 – BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES
| a) | Basis of preparation and significant accounting policies |
|---|
These unaudited condensed consolidated financial statements as of June 30, 2024 and for the six and three-month periods ended on June 30, 2024 have been prepared in accordance with IAS 34 “Interim Financial Reporting”.
Therefore, these financial statements do not include all the information required in an annual financial statement and, consequently, they must be read jointly with the annual financial statements as of December 31, 2023 included in form 20F 2023, which can be consulted at the Company´s website (https:// https://inversores.telecom.com.ar/en/quarterly-earnings.html). It should be noted that, the annual financial statements have been measured in terms of current pesos as of December 31, 2023 applying the guidance in IAS 29. These unaudited condensed consolidated financial statements have been measured in terms of current pesos as of June 30, 2024 applying the guidance in IAS 29. (See Note 1.d)
We have not recast our annual financial statements to measure them in terms of current pesos as of June 30, 2024, the most recent financial period for which consolidated financial statements are available. Therefore, the annual financial statements and the unaudited condensed consolidated financial statements are not comparable.
These unaudited condensed consolidated financial statements were prepared following the same accounting policies as in the most recent annual financial statements, except for:
Companiesunder common control
Business combinations between companies under common control are accounted for considering the book value of the acquired company in the parent company. Unrealized result is also eliminated unless the transaction provides evidence of the asset transferred.
These unaudited condensed consolidated financial statements were prepared including in the consolidation process the following companies:
| ****<br><br> <br>Company | ****<br><br> <br>Main activity | ****<br><br> <br>Country | Telecom Argentina's direct/indirect interest in capital stock and votes |
|---|---|---|---|
| Núcleo<br> (a) | Mobile<br> telecommunications Services | Paraguay | 67.50% |
| Micro<br> Fintech Holding (b) | Holding | USA | 100.00% |
| Personal<br> Envíos (b) | Mobile<br> financial services | Paraguay | 67.50% |
| Televisión<br> Dirigida | Cable<br> television services | Paraguay | 100.00% |
| Naperville<br> (c) | Holding | USA | 51.00% |
| AVC<br> Continente Audiovisual | Broadcasting<br> services | Argentina | 100.00% |
| Inter<br> Radios | Broadcasting<br> services | Argentina | 100.00% |
| Micro<br> Sistemas | Services<br> related to the use of electronic payment media | Argentina | 100.00% |
| Pem | Investment | Argentina | 100.00% |
| Cable<br> Imagen | Closed-circuit<br> television | Argentina | 100.00% |
| Personal<br> Smarthome (d) | Security<br> solutions and services | Argentina | 100.00% |
| NYS2<br> (d) | ICT<br> Services and Audiovisual Communication Services. | Argentina | 100,00% |
| NYSSA | Provision<br> of internet access services. | Argentina | 100.00% |
| Adesol<br> (e) | Holding | Uruguay | 100.00% |
| Opalker | Cybersecurity,<br> content platform and related services | Uruguay | 100.00% |
| Ubiquo<br> (f) | Cybersecurity<br> services and products | Chile | 95.00% |
| Telecom<br> USA | Telecommunication<br> services | USA | 100.00% |
| (a) | During<br> June 2024, the merger by absorption between Núcleo (absorbing company) with Tuves<br> Paraguay (absorbed company) has taken place. For further details, see Note 25.2.b.1). | ||
| --- | --- | ||
| (b) | Since<br> May 2024, the subsidiary Micro Fintech Holding directly controls Personal Envíos.<br> For further details, see Note 25.2.b.2). | ||
| (c) | Company<br> indirectly acquired by the subsidiary Televisión Dirigida on May, 2024. Naperville<br> is the holding company of Manda, which in turn is the holding company of RISSAU. For further<br> details, see Note 25.2.a). | ||
| (d) | As<br> of June 30, 2024 is a dormant entity. | ||
| (e) | Includes<br> the 100% interest in Telemas S.A., which holds interests in the following special-purpose<br> entities: Audomar S.A., Bersabel S.A., Dolfycor S.A., Reiford S.A., Space Energy S.A., Tracel<br> S.A. and Visión Satelital S.A.. | ||
| (f) | Company<br> indirectly acquired by the subsidiary Opalker on June 20, 2023. |
**F-9**
TELECOMARGENTINA S.A.
The preparation of these unaudited condensed consolidated financial statements in accordance with IFRS Accounting Standards requires that the Company's Management make estimates that affect the figures disclosed in the financial statements or its complementary information. Actual results may differ from these estimates.
These unaudited condensed consolidated financial statements are expressed in millions of Argentine pesos, on an accrual basis of accounting (except for the consolidated statement of cash flows), based on historical cost, except for certain financial assets and liabilities (includes DFI) that are measured at fair value and are prepared in current currency as of June 30, 2024.
The figures as of December 31, 2023 and for the six and three-month periods ended on June 30, 2023, which are disclosed in these unaudited condensed consolidated financial statements for comparative purposes, are a result of restating the financial statements as of such dates to values in current currency as of June 30, 2024. This is as consequence of the restatement process of the financial information described in point d). When applicable, certain reclassifications were made for comparative purposes.
These unaudited condensed consolidated financial statements as of June 30, 2024, were approved by resolution of the Board of Directors’ meeting held on August 12, 2024.
These unaudited condensed consolidated financial statements contain all disclosures required under IAS 34. Some additional disclosures required by the LGS and/or by the CNV have been also included.
| b) | Segment information |
|---|
The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit, according to the current regulatory context of the converged ICT Services industry (adding to the same segment both the activities related to the mobile services, internet services, cable television and fixed and data services, services governed by the same regulatory framework of ICT Services). To exercise its functions, both the Executive Committee and the CEO receive periodically the economic-financial information of Telecom Argentina and its subsidiaries (in current currency as of the date of each transaction), that is prepared as a single segment and evaluate the evolution of business as a unit of generation of results, administrating the resources in a unique way to achieve the objectives. Regarding costs, they are not specifically allocated to a type of service, considering that the Company has a single payroll and operating expenses that affect all services in general (non-specific). Further, decisions on CAPEX affect all the types of services provided by Telecom in Argentina and are not allocated specifically to one of them.
Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad (Paraguay, USA, Uruguay and Chile).
The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the "ICT Services in Argentina" segment, and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category "Other segments".
The Executive Committee and the CEO continue to monitor these business to evaluate the manner in which its performance is reviewed and, eventually, its consideration as a separate reportable segment provided it complies with the requirements established by IFRS Accounting Standards to that effect.
The Executive Committee and the CEO evaluate the profitability for each reportable segment based on the measure of the Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets.
Presented below is the segment financial information as it is analyzed by the Executive Committee and the CEO for the six-month period ended June 30, 2024 and 2023.
**F-10**
TELECOMARGENTINA S.A.
ConsolidatedIncome Statement for the six-month period ended June 30, 2024
| ICT Services in Argentina | ICT Services in Argentina – Inflation restatement | ICT Services in Argentina restated for inflation | Other segments | Other segments – Inflation restatement | Other segments restated for inflation | Eliminations | Total | |
|---|---|---|---|---|---|---|---|---|
| Revenues | 1,321,150 | 210,058 | 1,531,208 | 124,723 | 22,587 | 147,310 | (11,539) | 1,666,979 |
| Operating<br> costs without depreciation, amortization and impairment of Fixed Assets | (888,654) | (180,063) | (1,068,717) | (94,818) | (19,891) | (114,709) | 11,539 | (1,171,887) |
| Adjusted EBITDA | 432,496 | 29,995 | 462,491 | 29,905 | 2,696 | 32,601 | - | 495,092 |
| Depreciation,<br> amortization and impairment of Fixed Assets | (557,189) | |||||||
| Operating loss | (62,097) | |||||||
| Losses<br> from associates and joint ventures | (2,972) | |||||||
| Financial<br> results from borrowings | 1,121,977 | |||||||
| Other<br> financial results, net | 163,823 | |||||||
| Income before income tax | 1,220,731 | |||||||
| Income<br> tax expense | (361,508) | |||||||
| Net income for the period | 859,223 | |||||||
| Attributable to: | ||||||||
| Controlling<br> Company | 851,682 | |||||||
| Non-controlling<br> interest | 7,541 | |||||||
| 859,223 |
ConsolidatedIncome Statement for the six-month period ended June 30, 2023
| ICT Services in Argentina | ICT Services in Argentina – Inflation restatement | ICT Services in Argentina restated for inflation | Other segments | Other segments – Inflation restatement | Other segments restated for inflation | Eliminations | Total | |
|---|---|---|---|---|---|---|---|---|
| Revenues | 409,148 | 1,392,136 | 1,801,284 | 29,419 | 99,718 | 129,137 | (8,672) | 1,921,749 |
| Operating<br> costs without depreciation, amortization and impairment of Fixed Assets | (290,952) | (1,002,269) | (1,293,221) | (20,996) | (70,932) | (91,928) | 8,672 | (1,376,477) |
| Adjusted EBITDA | 118,196 | 389,867 | 508,063 | 8,423 | 28,786 | 37,209 | - | 545,272 |
| Depreciation,<br> amortization and impairment of Fixed Assets | (634,933) | |||||||
| Operating loss | (89,661) | |||||||
| Losses<br> from associates and joint ventures | (3,013) | |||||||
| Financial<br> results from borrowings | 16,321 | |||||||
| Other<br> financial results, net | 83,096 | |||||||
| Income before income tax | 6,743 | |||||||
| Income<br> tax benefit | 139,666 | |||||||
| Net income for the period | 146,409 | |||||||
| Attributable to: | ||||||||
| Controlling<br> Company | 140,561 | |||||||
| Non-controlling<br> interest | 5,848 | |||||||
| 146,409 |
Additional information per geographical area is disclosed below:
| Six-month period ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Revenues<br> from customers located in Argentina | 1,527,302 | 1,795,013 |
| Revenues<br> from foreign customers | 139,677 | 126,736 |
| CAPEX<br> corresponding to the segment “ICT Services in Argentina” | 196,602 | 200,756 |
| CAPEX<br> corresponding to the segment “Other segments” | 27,990 | 27,839 |
| As of June 30, | As of December 31, | |
| --- | --- | --- |
| 2024 | 2023 | |
| Fixed<br> Assets corresponding to the segment “ICT Services in Argentina” | 8,186,516 | 8,407,940 |
| Fixed<br> Assets corresponding to the segment “Other segments” | 323,288 | 469,088 |
| Borrowings<br> corresponding to the segment “ICT Services in Argentina” | 2,521,348 | 3,725,763 |
| Borrowings<br> corresponding to the segment “Other segments” | 42,642 | 99,923 |
**F-11**
TELECOMARGENTINA S.A.
Presented below is the segment financial information as it is analyzed by the Executive Committee and the CEO for the three-month period ended June 30, 2024 and 2023.
ConsolidatedIncome Statement for the three-month period ended June 30, 2024
| ICT Services in Argentina | ICT Services in Argentina – Inflation restatement | ICT Services in Argentina restated for inflation | Other segments | Other segments – Inflation restatement | Other segments restated for inflation | Eliminations | Total | |
|---|---|---|---|---|---|---|---|---|
| Revenues | 762,001 | 32,810 | 794,811 | 64,978 | 2,908 | 67,886 | (6,613) | 856,084 |
| Operating<br> costs without depreciation, amortization and impairment of Fixed Assets | (516,850) | (41,925) | (558,775) | (49,428) | (4,993) | (54,421) | 6,613 | (606,583) |
| Adjusted EBITDA | 245,151 | (9,115) | 236,036 | 15,550 | (2,085) | 13,465 | - | 249,501 |
| Depreciation,<br> amortization and impairment of Fixed Assets | (280,596) | |||||||
| Operating loss | (31,095) | |||||||
| Losses<br> from associates and joint ventures | (1,361) | |||||||
| Financial<br> results from borrowings | 176,002 | |||||||
| Other<br> financial results, net | 26,855 | |||||||
| Income before income tax | 170,401 | |||||||
| Income<br> tax expense | (111,539) | |||||||
| Net income for the period | 58,862 | |||||||
| Attributable to: | ||||||||
| Controlling<br> Company | 54,608 | |||||||
| Non-controlling<br> interest | 4,254 | |||||||
| 58,862 |
ConsolidatedIncome Statement for the six-month period ended June 30, 2023
| ICT Services in Argentina | ICT Services in Argentina – Inflation restatement | ICT Services in Argentina restated for inflation | Other segments | Other segments – Inflation restatement | Other segments restated for inflation | Eliminations | Total | |
|---|---|---|---|---|---|---|---|---|
| Revenues | 221,044 | 652,491 | 873,535 | 16,293 | 48,134 | 64,427 | (4,124) | 933,838 |
| Operating<br> costs without depreciation, amortization and impairment of Fixed Assets | (160,517) | (484,799) | (645,316) | (11,777) | (34,732) | (46,509) | 4,124 | (687,701) |
| Adjusted EBITDA | 60,527 | 167,692 | 228,219 | 4,516 | 13,402 | 17,918 | - | 246,137 |
| Depreciation,<br> amortization and impairment of Fixed Assets | (321,588) | |||||||
| Operating loss | (75,451) | |||||||
| Losses<br> from associates and joint ventures | (4,967) | |||||||
| Financial<br> results from borrowings | (24,682) | |||||||
| Other<br> financial results, net | 34,997 | |||||||
| Loss before income tax | (70,103) | |||||||
| Income<br> tax benefit | 85,523 | |||||||
| Net income for the period | 15,420 | |||||||
| Attributable to: | ||||||||
| Controlling<br> Company | 12,902 | |||||||
| Non-controlling<br> interest | 2,518 | |||||||
| 15,420 |
Additional information per geographical area is disclosed below:
| Three-month period ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Revenues<br> from customers located in Argentina | 792,701 | 870,580 |
| Revenues<br> from foreign customers | 63,383 | 63,258 |
| CAPEX<br> corresponding to the segment “ICT Services in Argentina” | 85,075 | 94,695 |
| CAPEX<br> corresponding to the segment “Other segments” | 15,416 | 17,211 |
**F-12**
TELECOMARGENTINA S.A.
| c) | Net earnings per share |
|---|
Basic earnings per share is calculated by dividing the net income attributable to the Controlling Company by the weighted average number of ordinary shares outstanding during the period. On the other hand, diluted earnings per share is computed by dividing the net income attributable to the Controlling Company for the period by the weighted average number of common shares issued and to be potentially issued at the end of the period. Since the Company has no dilutive potential common stock outstanding, basic and dilutive earnings per share amounts do not differ.
For the six and three-month periods ended June 30, 2024 and 2023, the weighted average number of shares outstanding amounted to 2,153,688,011.
| d) | Financial reporting in hyperinflationary economies |
|---|
Since Argentina has been considered a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, the financial information expressed in Argentine pesos is restated in current currency of June 30, 2024.
The table below shows the evolution of the indexes as of June 30, 2024 and 2023 and December 31, 2023 according to official statistics (INDEC) in accordance with Resolution No. 539/18 of the FACPCE and the devaluation of the Argentine peso vs. de US dollar for the same years / periods:
| As of June 30, 2023 | As of December 31, 2023 | As of June 30, 2024 | |
|---|---|---|---|
| National<br> Consumer Price Index (National CPI) (December 2016=100) | 1,709.61 | 3,533.19 | 6,351.71 |
| Variation in prices | |||
| Annual | 115.6% | 211.4% | 271.5% |
| Accumulated<br> six months | 50.7% | n/a | 79.8% |
| Accumulated<br> three months since March 2023/2024 | 23.8% | n/a | 18.6% |
| Banco<br> Nación US$/$ exchange rate | 256.70 | 808.45 | 912.00 |
| Variation in the exchange rate | |||
| Annual | 105.0% | 356.3% | 310.5% |
| Accumulated<br> six months | 44.9% | n/a | 12.8% |
| Accumulated<br> three months since March 2023/2024 | 22.8% | n/a | 6.3% |
The Company followed the same restatement policies for items identified in the annual consolidated financial statements as of December 31, 2023.
| e) | New Standards and Interpretations issued by the IASB |
|---|
NewStandards and Interpretations issued by the IASB applied by the Company
| Standards and amendments | Description | Mandatory application date for years beginning on or after |
|---|---|---|
| Amendments<br> to IFRS 16 | Measurement<br> of the lease liability in a sale and leaseback transaction | January 1,<br> 2024 |
| Amendments<br> to IAS 1 | Classification<br> of liabilities as current and non-current exposed to covenants | January 1,<br> 2024 |
| Amendments<br> to IAS 7 and IFRS 7 | Disclosure<br> requirements to enhance the transparency of supplier finance arrangements and their effects on a company's liabilities, cash flows<br> and exposure to liquidity risk. The new disclosures are not required to be provided in the 2024 interim report. | January 1,<br> 2024 |
The application of the detailed amendment did not generate any impact on the results of operations or the financial situation of the Company.
NewStandards and Interpretations issued by the IASB not in force
As of the date to prepare these unaudited condensed consolidated financial statements, the Company has not applied the following new standards and amendments to the existing ones which application is mandatory for periods beginning after June 30, 2024:
**F-13**
TELECOMARGENTINA S.A.
| Standards and amendments | Description | Mandatory application date for years beginning on or after |
|---|---|---|
| IFRS<br> 18 | Presentation<br> and disclosure in financial statements | January 1,<br> 2027 |
| Amendments<br> to IFRS 7 and 9 | Classification<br> and Measurement of Financial Instruments | January 1,<br> 2026 |
It should be noted that on August 15, 2023, the CNV issued General Resolution No. 972/23, which does not allow early application of new IFRS Accounting Standards or their amendments. While Management is analyzing the potential impacts of such standard.
NOTE2 – CASH AND CASH EQUIVALENTS AND INVESTMENTS. ADDITIONAL INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS. DIVIDENDS PAYABLES
| a) | Cash and cash equivalents and Investments |
|---|---|
| December 31, | |
| --- | --- |
| Cash<br> and cash equivalents | 2023 |
| Cash<br> and Banks (1) | 163,535 |
| Time<br> deposits | 63,906 |
| Mutual<br> funds | 24,999 |
| Government<br> bonds at fair value through profit or loss | 34,790 |
| Total<br> cash and cash equivalents | 287,230 |
| (1) As<br> of June 30, 2024 includes restricted funds for 16,210 million corresponding to the funds to be paid to clients. | |
| Investments | **** |
| Current | **** |
| Government<br> bonds and Notes at fair value through profit or loss | 200,157 |
| Time<br> deposits | 21,770 |
| Mutual<br> funds | 935 |
| 222,862 | |
| Non-<br> current | **** |
| Investments<br> in associates and joint ventures(a) | 42,798 |
| 2003<br> Telecommunications Fund | 1 |
| 42,799 | |
| Total<br> investments | 265,661 |
All values are in US Dollars.
| (a) | Information<br> on Investments in associates and joint ventures is detailed below: |
|---|
Financialposition information:
| Companies | Nature of relationship | Main activity | Country | Percentage of capital stock owned and voting rights (%) | Valuation as of 06.30.2024 | Valuation as of 12.31.2023 |
|---|---|---|---|---|---|---|
| Ver<br> TV. (1) | Associate | Cable<br> television station | Argentina | 49.00 | 17,731 | 18,864 |
| TSMA<br> (1) (2) (3) | Associate | Cable<br> television station | Argentina | 50.10 | 6,688 | 6,857 |
| La<br> Capital Cable (1) (2) | Associate | Closed-circuit<br> television | Argentina | 50.00 | 3,648 | 4,041 |
| OPH<br> (1)(4) | Joint<br> venture | Holding | USA | 50.00 | 8,755 | 13,036 |
| Total | 36,822 | 42,798 |
(1) Data about the issuer arises from extra-accounting information.
(2) Direct and indirect interest.
(3) Despite owning a percentage higher than a 50% of interest, the Company does not have the control in accordance with the requirements of IFRS Accounting Standards.
(4) As of June 30, 2024, includes $(2,169) million of currency translation adjustments.
**F-14**
TELECOMARGENTINA S.A.
Earnings(losses) information:
| Three-months period ended<br><br> <br>June 30, | Six-months period ended<br><br> <br>June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Profit (loss) | Profit (loss) | |||
| Ver<br> TV | 140 | (3,246) | (729) | (1,912) |
| TSMA | (141) | (1,673) | (156) | (1,416) |
| La<br> Capital Cable | (52) | 75 | 25 | 438 |
| OPH | (1,308) | (123) | (2,112) | (123) |
| Total | (1,361) | (4,967) | (2,972) | (3,013) |
| b) | Additional information on the consolidated statements of cash flows | |||
| --- | --- |
Changes in assets/liabilities components:
| June 30, | ||
|---|---|---|
| Net (increase) decrease in assets | 2024 | 2023 |
| Trade<br> receivables | (155,906) | (119,978) |
| Other<br> receivables | (43,024) | (101,179) |
| Inventories | 7,252 | (7,052) |
| (191,678) | (228,209) | |
| Net increase (decrease) in liabilities | ||
| Trade<br> payables | 74,258 | 186,140 |
| Salaries<br> and social security payables | 10,868 | 3,113 |
| Other<br> taxes payables | 35,869 | 29,291 |
| Other<br> liabilities and provisions | (6,246) | 29,080 |
| 114,749 | 247,624 |
MainFinancing activities components
The following table presents the main financing activities components:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Bank<br> overdrafts | 197,305 | 124,964 |
| Notes | 66,835 | 149,585 |
| Bank<br> and other financial entities loans | - | 11,737 |
| Total borrowings proceeds | 264,140 | 286,286 |
| Notes | (94,971) | (19,078) |
| Bank<br> and other financial entities loans | (123,280) | (104,010) |
| Loans<br> for purchase of equipment | (6,832) | (16,202) |
| Total payment of borrowings | (225,083) | (139,290) |
| Bank<br> overdrafts | (59,309) | (40,671) |
| Notes | (38,404) | (27,192) |
| Bank<br> and other financial entities loans | (54,130) | (59,698) |
| By<br> DFI and loans for purchase of equipment | (1,582) | (30,499) |
| Total payment of interest and related expenses | (153,425) | (158,060) |
Mainnon-cash operating transactions
Main non-cash operating transactions from the consolidated statement of cash flows are the following:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| PP&E<br> and intangible assets acquisition financed with accounts payable | 69,597 | 170,706 |
| Right<br> of use assets acquisition through leases liabilities | 91,354 | 76,223 |
| Dividends<br> payment made with investments not considered as cash and cash equivalents | - | 187,767 |
| Trade<br> payables cancelled with borrowings | 10,508 | 9,846 |
| Trade<br> payables cancelled with government bonds | 11,423 | - |
| Dividends<br> to non-controlling interest pending to pay | 681 | - |
| Dividends<br> distribution from associates uncollected | 71 | - |
| Joint<br> ventures acquisition cancelled with government bonds | - | 985 |
| Acquisition<br> of companies and joint ventures financed by other liabilities (Note 25.2.a) | 6,370 | 7,059 |
| Other<br> receivables offset with acquisition of companies and joint ventures (Note 25.2.a) | 3,708 | 398 |
**F-15**
TELECOMARGENTINA S.A.
Dividendsreceived from associates
Brief information on dividends received by the Company is provided below:
| Six-month period ended<br><br> <br>June 30 | Paying<br><br> <br>company | Distributed amount | Dividends collected | |||
|---|---|---|---|---|---|---|
| Distribution month | Currency of the transaction date | Current currency as of June 30, 2024 | Collection month | Current currency as of June 30, 2024 | ||
| 2024 | Ver<br> TV | March,<br> 2024 | 281 | 333 | March,<br> 2024 | 333 |
| La<br> Capital Cable | May,<br> 2024 | 400 | 418 | May,<br> 2024 | 418 | |
| TSMA | May,<br> 2024 | 12 | 13 | May,<br> 2024 | 13 | |
| Ver<br> TV | June,<br> 2024 | 71 | 71 | (*) | ||
| 835 | 764 | |||||
| 2023 | Ver<br> TV | March,<br> 2023 | 130 | 594 | April,<br> 2023 | 550 |
| La<br> Capital Cable | April,<br> 2023 | 200 | 784 | April,<br> 2023 | 784 | |
| 1,378 | 1,334 |
(*) As of June 30, 2024, these dividends are pending collection.
Dividendspaid
Distributionof non-cash dividends
| Six-month period ended<br><br> <br>June 30 | Non cash | Distributed amount | |
|---|---|---|---|
| Currency of the transaction date | Current currency as of June 30, 2024 | ||
| 2023<br> ^(1)^ | 2030<br> Global Bonds: US$411,214,954 | 47,701 | 187,767 |
| (1) | Pursuant<br> to the powers delegated by the shareholders of Telecom Argentina at the Ordinary and Extraordinary<br> Shareholders’ Meeting held on April 27, 2023, on May 3, 2023, the Board resolved<br> to partially reverse the “Voluntary reserve to maintain the Company's level of capital<br> expenditures and its current solvency level” to distribute as non-cash dividends. | ||
| --- | --- |
Dividendspaid to non-controlling interests in subsidiaries
Brief information on cash dividends distributed and paid is provided below:
| Six-month period ended<br><br> <br>June 30 | Paying company | Distribution month | Distributed amount | Payment month | Dividends paid in current currency as of June 30, 2024 | |
|---|---|---|---|---|---|---|
| Currency of the transaction date | Current currency as of June 30, 2024 | |||||
| 2024 | Núcleo | April,<br> 2024 | 6,468 | 7,046 | April,<br> 2024 | 7,046 |
| May,<br> 2024 | 842 | 882 | May,<br> 2024 | 882 | ||
| 7,928 | 7,928 | |||||
| 2024 | Personal<br> Envíos | June,<br> 2024 | 681 | 681 | (*) |
(*) As of June 30, 2024, these dividends are pending payment. The same converted at the closing exchange rate amount to $616 million.
NOTE 3– TRADE RECEIVABLES
| June 30, | December 31, | |
|---|---|---|
| Current | 2024 | 2023 |
| Ordinary<br> receivables | 315,293 | 300,677 |
| Related<br> parties (Note 24.b) | 2,204 | 1,246 |
| Contractual<br> asset IFRS 15 | 75 | 79 |
| Allowance<br> for doubtful accounts | (65,287) | (63,142) |
| 252,285 | 238,860 | |
| Non-current | ||
| Ordinary<br> receivables | 380 | 422 |
| Contractual<br> asset IFRS 15 | 29 | 31 |
| 409 | 453 | |
| Total trade receivables, net | 252,694 | 239,313 |
Movements in the allowance for doubtful accounts are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | (63,142) | (86,147) |
| Increases | (35,283) | (47,909) |
| Uses | (861) | 26,910 |
| RECPAM<br> and currency translation adjustments | 33,999 | 31,420 |
| At the end of the period | (65,287) | (75,726) |
**F-16**
TELECOMARGENTINA S.A.
NOTE4 – OTHER RECEIVABLES
| June 30, | December 31, | |
|---|---|---|
| Current | 2024 | 2023 |
| Prepaid<br> expenses | 21,645 | 16,902 |
| Other<br> tax credits | 12,705 | 10,375 |
| Related<br> parties (Note 24.b) | 328 | 388 |
| DFI | 2,712 | 2,785 |
| Indemnification<br> assets | 40 | 81 |
| Guarantee<br> of financial operations | 6,069 | - |
| Guarantee<br> deposits | 3,091 | 4,345 |
| Call<br> option (Note 25.2.a) | 1,062 | 7,250 |
| Other | 10,001 | 22,220 |
| Allowance<br> for other receivables | (2,110) | (3,153) |
| 55,543 | 61,193 | |
| Non-Current | **** | **** |
| Prepaid<br> expenses | 2,147 | 3,640 |
| Income<br> tax credits | 19,291 | 18,376 |
| Other<br> tax credits | 207 | 99 |
| DFI | 114 | 786 |
| Guarantee<br> deposits | 3,215 | 8,579 |
| Other | 2,886 | 3,809 |
| 27,860 | 35,289 | |
| Total other receivables, net | 83,403 | 96,482 |
Movements in the allowance for current other receivables are as follows:
| June 30, | ||
|---|---|---|
| **** | 2024 | 2023 |
| At the beginning of the year | (3,153) | (4,195) |
| Increases | (369) | (505) |
| RECPAM<br> and currency translation adjustments | 1,412 | 1,412 |
| At the end of the period | (2,110) | (3,288) |
NOTE5 – INVENTORIES
| June 30, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| Mobile<br> handsets and others | 46,175 | 59,138 |
| Allowance<br> for obsolescence of inventories | (3,985) | (2,457) |
| Total inventories | 42,190 | 56,681 |
Movements in the allowance for obsolescence of inventories are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | (2,457) | (2,742) |
| Increases | (1,655) | (186) |
| Uses | 127 | 219 |
| At the end of the period | (3,985) | (2,709) |
NOTE6 – GOODWILL
| June 30, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| Argentina | 2,774,647 | 2,760,414 |
| Abroad | 8,869 | 15,211 |
| Total goodwill | 2,783,516 | 2,775,625 |
Movements in Goodwill are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | 2,775,625 | 2,769,775 |
| Incorporation<br> by acquisition (Note 25.2.a) | 793 | - |
| Increases<br> (Note 25.2.a) | 14,342 | 431 |
| Currency<br> translation adjustments | (7,244) | 209 |
| At the end of the period | 2,783,516 | 2,770,415 |
F-17
TELECOMARGENTINA S.A.
NOTE7 – PP&E
| June 30, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| PP&E | 3,787,418 | 4,128,137 |
| Allowance<br> for obsolescence and impairment of materials | (32,557) | (39,537) |
| Accumulated<br> impairment of others PP&E | (4,057) | (4,457) |
| 3,750,804 | 4,084,143 |
Movements in PP&E (without allowance for obsolescence and impairment of materials and accumulated impairment of others PP&E) are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | 4,128,137 | 4,493,421 |
| CAPEX | 207,726 | 218,411 |
| Acquisitions<br> through business combinations (Note 25.2.a) | 1,826 | - |
| Currency<br> translation adjustments | (122,263) | (4,707) |
| Net<br> carrying value of decreases | (385) | (398) |
| Reclassification<br> to Assets classified as held for sale (*) | (1,781) | - |
| Depreciation<br> of the period | (425,842) | (496,951) |
| At the end of the period | 3,787,418 | 4,209,776 |
(*) Corresponds to buildings that the Company considers available for sale and comply with the requirements of IFRS 5 for their classification.
Movements in the allowance for obsolescence and impairment of materials are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | (39,537) | (50,826) |
| Decreases | 6,597 | 3,295 |
| Currency<br> translation adjustments | 383 | (21) |
| At the end of the period | (32,557) | (47,552) |
Movements in the accumulated impairment of others PP&E are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | (4,457) | (4,317) |
| Decreases | 400 | 74 |
| At the end of the period | (4,057) | (4,243) |
NOTE8 – INTANGIBLE ASSETS
| June 30, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| Intangible<br> assets | 1,651,890 | 1,690,480 |
| Impairment<br> allowance | (60,975) | (60,975) |
| 1,590,915 | 1,629,505 |
Movements in Intangible assets (without considering the impairment allowance) are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | 1,690,480 | 1,487,319 |
| CAPEX | 16,866 | 10,184 |
| Currency<br> translation adjustments | (6,306) | (353) |
| Amortization<br> of the period | (49,150) | (77,832) |
| At the end of the period | 1,651,890 | 1,419,318 |
Movements in Impairment allowance of intangible assets are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | (60,975) | (60,842) |
| Increases | - | (133) |
| At the end of the period | (60,975) | (60,975) |
F-18
TELECOMARGENTINA S.A.
NOTE9 – RIGHT OF USE ASSETS
| June 30, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| Leases<br> rights of use | ||
| Sites | 241,116 | 247,489 |
| Real<br> estate and others | 36,929 | 38,105 |
| Poles | 31,371 | 26,311 |
| Indefeasible<br> right of use | 7,057 | 8,095 |
| Asset<br> retirement obligations | 68,096 | 67,755 |
| 384,569 | 387,755 |
Movements in right of use assets are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | 387,755 | 352,310 |
| Increase | 91,354 | 76,223 |
| Net<br> carrying value of decreases | (296) | (104) |
| Currency<br> translation adjustments | (11,675) | 836 |
| Amortization<br> of the period | (82,569) | (60,021) |
| At the end of the period | 384,569 | 369,244 |
NOTE10 – TRADE PAYABLES
| June 30, | December 31, | |
|---|---|---|
| Current | 2024 | 2023 |
| Suppliers | 381,440 | 631,347 |
| Related<br> parties (Note 24.b) | 9,984 | 10,179 |
| 391,424 | 641,526 | |
| Non-current | **** | |
| Suppliers | 10,944 | 1,643 |
| 10,944 | 1,643 | |
| Total trade payables | 402,368 | 643,169 |
NOTE11 – BORROWINGS
| June 30, | December 31, | |
|---|---|---|
| Current | 2024 | 2023 |
| Bank<br> overdrafts – principal | 165,603 | 42,272 |
| Bank<br> and other financial entities loans – principal | 240,792 | 368,081 |
| Notes<br> – principal | 263,748 | 339,729 |
| DFI | 23 | - |
| Loans<br> for purchase of equipment | 16,373 | 28,012 |
| Remeasurement,<br> interest and related expenses | 134,231 | 234,885 |
| 820,770 | 1,012,979 | |
| Non-current | **** | |
| Notes<br> – principal | 1,229,994 | 1,796,166 |
| Bank<br> and other financial entities loans – principal | 372,086 | 718,515 |
| Loans<br> for purchase of equipment | 6,891 | 19,280 |
| Remeasurement,<br> interest and related expenses | 134,249 | 278,746 |
| 1,743,220 | 2,812,707 | |
| Total borrowings | 2,563,990 | 3,825,686 |
Movements in Borrowings are as follows:
F-19
TELECOMARGENTINA S.A.
| **** | Balances at the beginning of the year | Net Cash Flows | Accrued | Exchange differences, currency translation adjustments and others | Balances as of June 30, 2024 |
|---|---|---|---|---|---|
| Bank<br> overdrafts | 42,272 | 197,305 | - | (73,974) | 165,603 |
| Bank<br> and other financial entities loans – principal | 1,086,596 | (123,280) | - | (350,438) | 612,878 |
| Notes<br> – principal | 2,135,895 | (28,136) | - | (614,017) | 1,493,742 |
| DFI | - | (739) | - | 762 | 23 |
| Loans<br> for purchase of equipment | 47,292 | (6,832) | - | (17,196) | 23,264 |
| Remeasurement,<br> interest and related expenses | 513,631 | (153,494) | 128,521 | (220,178) | 268,480 |
| Total as of June 30, 2024 | 3,825,686 | (*) (115,176) | 128,521 | (**) (1,275,041) | 2,563,990 |
| Total as of June 30, 2023 | 2,626,642 | (*) (24,268) | 50,602 | (***) (44,413) | 2,608,563 |
(*) Includes $(808) million and $(13,204) million, respectively, corresponding to DFI collections included in Other receivables.
(**) Includes $10,508 million of loans that do not represent cash movement.
(***) Includes $9,846 million of loans that do not represent cash movement.
Recent developments of Borrowings for the six-months period ended June 30, 2024 are detailed below:
| a) | Notes | |||||||
|---|---|---|---|---|---|---|---|---|
| Series | Currency | Amount involved<br><br> <br>(in millions) | Issuance date | Maturity date | Amortization | Interest rate | Interest payment date<br><br> <br>**** | Accounting balance (in millions) (1) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 20 | US$<br> linked | 59.7<br> (2) | 06/2024 | 06/2026 | In<br> one installment at maturity date | Annual<br> fixed rate of 5.00% | Quarterly<br> basis | 56,363 |
| US$<br> linked | 21.6<br> (3) | 06/2024 | 06/2026 | In<br> one installment at maturity date | Annual<br> fixed rate of 5.00% | Quarterly<br> basis | 20,524 | |
| (1) | This<br> accounting balances includes remeasurement, interest and related expenses. | |||||||
| --- | --- | |||||||
| (2) | For<br> Series 20 Notes issued, the subscription price was above par. The Company issued Notes<br> for a nominal value of $55,619 million, equivalent to US$59.7 million. Of the total issued,<br> the Company obtained proceeds net of issuance expenses of $46,210 million (equivalent to<br> US$51.8 million) and an integration in kind of $9,128 million (equivalent to US$9.8 million)<br> was made through the exchange of a portion of the Series 9 Notes. This transaction was<br> recognized as a debt extinguishment, recognizing a loss of $0.4 million that is included<br> in “Borrowings renegotiation results” item, within Financial results from borrowings. | |||||||
| (3) | For<br> Series 20 Notes additional issued, the subscription price was above par. The Company<br> obtained proceeds net of issuance expenses of $20,225 million, equivalent to US$21.6 million. | |||||||
| b) | Bank and other financing entities loans | |||||||
| --- | --- |
Export Development Canadá 2023 (EDC)
During June 2024, disbursements of the aforementioned credit line of US$11.6 million (equivalent to $10,508 million as of June 30, 2024) was completed, maturing in May 2030. The principal disbursed accrues compensatory interest at a semi-annual SOFR plus a margin of 6.65 percentage points.
| c) | Compliance with covenants |
|---|
Considering the complexity of Argentina’s economic situation, described in Note 29 to our consolidated financial statements for the year-ended December 31, 2023, which prevented the early and accurate estimation of certain financial ratios, the Company requested and obtained waivers regarding the Net Debt/EBITDA ratio.
During March 2024, the Company requested and obtained from the Lenders new waivers effective until March 31, 2025, which allow increasing the maintenance Net Debt/EBITDA ratio above the originally established level (raising it to 3.75), for the calculation period between December 31, 2023 and December 31, 2024, establishing a net debt of US$2,700 billion on each calculation date, among other matters.
As of June 30, 2024 the Company has complied with: a) the EBITDA/ Net Interest ratio and b) the Net Debt/EBITDA ratio established in the waivers obtained in March 2024, and is also in compliance with the rest of the commitments assumed and in force.
F-20
TELECOMARGENTINA S.A.
NOTE12 – SALARIES AND SOCIAL SECURITY PAYABLES
| June 30, | December 31, | |
|---|---|---|
| Current | 2024 | 2023 |
| Salaries,<br> annual complementary salaries, vacation, bonuses and their social security payables | 125,894 | 156,516 |
| Termination<br> benefits | 11,132 | 7,329 |
| 137,026 | 163,845 | |
| Non-current | **** | |
| Termination<br> benefits | 7,999 | 6,704 |
| 7,999 | 6,704 | |
| Total salaries and social security payables | 145,025 | 170,549 |
NOTE13 – INCOME TAX PAYABLE AND DEFERRED INCOME TAX ASSETS/LIABILITIES
Income tax payable by company is presented below:
| June 30, | December 31, | |
|---|---|---|
| **** | 2024 | 2023 |
| Núcleo | 2,558 | 2,268 |
| NYSSA | 240 | 266 |
| Adesol | 425 | 187 |
| Opalker | 33 | 18 |
| Micro<br> Fintech Holding | 27 | - |
| Televisión<br> Dirigida | 592 | - |
| Pem | - | 69 |
| (*) 3,875 | 2,808 |
(*) Includes $(1,504) million corresponding to the currency translation adjustments on initial balances of foreign subsidiaries, RECPAM and to compensation made with tax credits.
Deferred Income tax assets and liabilities, net of Telecom and its subsidiaries, and the actions for recourse tax receivable are presented below:
| **** | June 30, | December 31, |
|---|---|---|
| **** | 2024 | 2023 |
| Tax<br> carryforward | (65,083) | (888,737) |
| Allowance<br> for doubtful accounts | (21,496) | (30,171) |
| Legal<br> Claims and contingent liabilities | (8,475) | (13,152) |
| PP&E,<br> intangible assets and right of use assets | 1,102,493 | 1,119,154 |
| Cash<br> dividends from foreign companies | 14,148 | 24,506 |
| Income<br> tax inflation adjustment effect | 146,273 | 594,451 |
| Other<br> deferred tax assets, net | (2,452) | (284) |
| Total deferred tax liabilities, net | 1,165,408 | 805,767 |
| Actions<br> for recourse tax receivable | (888) | (1,596) |
| Total deferred tax liability, net | (*) 1,164,520 | 804,171 |
| Net deferred tax assets | (20,904) | (24,836) |
| Net deferred tax liabilities | 1,185,424 | 829,007 |
(*) Includes $3,815 million of currency translation adjustments on foreign subsidiaries’ initial balances.
As of June 30, 2024, Telecom and some subsidiaries have cumulative tax loss carryforwards of $187,432 million (including $988 million of unrecognized tax loss carryforwards for considering them non-recoverable), that calculated considering statutory income tax rate, represents a deferred tax asset of $65,083 million.
F-21
TELECOMARGENTINA S.A.
The detail of the maturities of estimated Tax loss carryforward is disclosed below:
| Company | Tax<br> loss carryforward<br><br> generation year | Tax<br> loss carryforward<br><br> amount as of<br><br> 06.30.2024 | Tax<br> loss<br><br> carryforward<br><br> expiration year |
|---|---|---|---|
| Telecom | 2023 | 144,540 | 2028 |
| Micro Sistemas | 2021 | 240 | 2026 |
| Micro Sistemas | 2022 | 3,424 | 2027 |
| Micro Sistemas | 2023 | 17,646 | 2028 |
| Micro Sistemas | 2024 | 19,659 | 2029 |
| Interradios | 2023 | 1 | 2028 |
| Pem | 2024 | 91 | 2029 |
| Ubiquo | 2023 | 10 | No deadline |
| RISSAU | 2023 | 526 | 2028 |
| Manda | 2020 | 194 | 2025 |
| Manda | 2022 | 15 | 2027 |
| Manda | 2023 | 779 | 2028 |
| AVC Continente Audiovisual | 2021 | 3 | 2026 |
| AVC Continente Audiovisual | 2022 | 37 | 2027 |
| AVC Continente Audiovisual | 2023 | 130 | 2028 |
| AVC Continente Audiovisual | 2024 | 42 | 2029 |
| Cable Imagen | 2021 | 6 | 2026 |
| Cable Imagen | 2022 | 16 | 2027 |
| Cable Imagen | 2023 | 50 | 2028 |
| Cable Imagen | 2024 | 23 | 2029 |
| 187,432 |
Income tax benefit (expense) differed from the amounts computed by applying the statutory income tax rate of each company to pre-tax income as a result of the following:
| Six-month period ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Profit (loss) | ||
| Income before income tax | 1,220,731 | 6,743 |
| Non-taxable items – Losses from associates and<br> joint ventures | 2,972 | 3,013 |
| Non-taxable items – Other | (1,863) | (4,150) |
| Restatement in current currency of Equity, goodwill and<br> other | 693,260 | 943,875 |
| Subtotal | 1,915,100 | 949,481 |
| Effective income tax rate | 34.69% | 34.57% |
| Income tax expense at statutory tax rate of each companies | (664,340) | (328,250) |
| Deferred tax liability restatement in current currency<br> and other | 909,762 | 778,630 |
| Income tax inflation adjustment | (606,414) | (303,807) |
| Income tax on cash dividends of foreign companies | (516) | (6,907) |
| Income tax benefit (expense)(*)(**) | (361,508) | 139,666 |
| Current tax | (5,538) | (1,575) |
| Deferred tax | (355,970) | 141,241 |
| Income tax benefit (expense) | (361,508) | 139,666 |
(*) Includes $2,711 million and ($2,121) million in the six-month periods ended June 30, 2024 and 2023, respectively, corresponding to the adjustments made in respective Affidavits 2023 and 2022.
(**) Includes $214 million in the six-month period ended June 30, 2024 corresponding to a computable withholding arising from the subsidiary Micro Fintech Holding, which is not subject to income tax.
NOTE14 –OTHER TAXES PAYABLES
| June 30, | December 31, | |
|---|---|---|
| Current | 2024 | 2023 |
| Other national taxes | 57,790 | 59,674 |
| Provincial taxes | 9,280 | 7,482 |
| Municipal taxes | 3,231 | 3,221 |
| 70,301 | 70,377 | |
| Non- current | ||
| Provincial taxes | 4 | 20 |
| 4 | 20 | |
| Total other taxes payables | 70,305 | 70,397 |
NOTE 15– LEASES LIABILITIES
| June 30, | December 31, | |
|---|---|---|
| **** | 2024 | 2023 |
| Current | **** | **** |
| Argentina | 48,202 | 48,504 |
| Abroad | 2,002 | 3,155 |
| 50,204 | 51,659 |
**F-22**
TELECOMARGENTINA S.A.
| **** | June 30, | December 31, |
|---|---|---|
| **** | 2024 | 2023 |
| Non- current | **** | |
| Argentina | 64,184 | 81,493 |
| Abroad | 18,555 | 26,207 |
| 82,739 | 107,700 | |
| Total leases liabilities | 132,943 | 159,359 |
Movements in Leases liabilities are as follows:
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| At the beginning of the year | 159,359 | 161,775 |
| Increases (*) | 77,911 | 64,464 |
| Financial results, net (**) | 10,496 | 22,034 |
| Payments | (35,895) | (37,183) |
| Decreases (included RECPAM<br> and currency translation adjustments) | (78,928) | (57,641) |
| At the end of the period | 132,943 | 153,449 |
(*) Included in Rights of use assets acquisitions.
(**) Included in Other foreign currency exchange gains (losses) and Other interests, net.
NOTE 16– OTHER LIABILITIES
| June 30, | December 31, | |
|---|---|---|
| Current | 2024 | 2023 |
| Deferred<br> revenues on prepaid credit | 12,273 | 14,303 |
| Deferred<br> revenues on connection fees and international capacity leases | 3,078 | 3,099 |
| Debt<br> for acquisition of companies | 6,689 | 1,020 |
| Related<br> parties (Note 24.b) | 2,545 | 4,239 |
| Funds<br> to be paid to clients | 16,210 | 12,978 |
| Other | 1,597 | 1,143 |
| 42,392 | 36,782 | |
| Non-current | ||
| Deferred<br> revenues on connection fees and international capacity leases | 1,604 | 2,743 |
| Pension<br> benefits | 3,623 | 4,043 |
| Related<br> parties (Note 24.b) | 2,329 | 7,431 |
| Debt<br> for acquisition of companies | 692 | 1,844 |
| Other | 70 | 194 |
| 8,318 | 16,255 | |
| Total other liabilities | 50,710 | 53,037 |
NOTE17 – PROVISIONS
The evolution of provisions as of June 30, 2024 and 2023 is as follows:
| Balances as of December 31, 2023 | Additions | Reclassifica- tions | Payments<br><br> <br>**** | RECPAM, currency translation adjustments | Balances<br><br> <br>as of June 30, 2024 | ||
|---|---|---|---|---|---|---|---|
| <br><br> <br><br><br> <br>**** | Capital<br><br> <br>(i) | Financial result (ii) | |||||
| Current | |||||||
| Legal<br> Claims and contingent liabilities | 9,600 | 171 | - | 10,768 | (10,386) | (3,427) | 6,726 |
| Total current provisions | 9,600 | 171 | - | 10,768 | (10,386) | (3,427) | 6,726 |
| Non- Current | |||||||
| Legal<br> Claims and contingent liabilities | 23,023 | 7,079 | 7,275 | (10,768) | (28) | (6,621) | 19,960 |
| Asset<br> retirement obligations | 23,928 | 13,443 | - | - | - | (11,828) | 25,543 |
| Total non-current provisions | 46,951 | 20,522 | 7,275 | (10,768) | (28) | (18,449) | 45,503 |
| Total provisions | 56,551 | 20,693 | 7,275 | - | (10,414) | (21,876) | 52,229 |
| (i) | $4<br> million related to acquisitions through business combinations (Note 25.2.a), $7,246 million<br> charged to Other operating expenses and $13,443 million to Right of use assets. | ||||||
| --- | --- | ||||||
| (ii) | Charged<br> to Other financial results, net - Other interests, net. |
**F-23**
TELECOMARGENTINA S.A.
| Balances as of December 31, 2022 | Additions | Reclassifica-tions | Payments<br><br> <br>**** | RECPAM, currency translation adjustments | Balances<br><br> <br>as of June 30, 2023 | ||
|---|---|---|---|---|---|---|---|
| <br><br> <br><br><br> <br>**** | Capital<br><br> <br>(i) | Financial result (ii) | |||||
| Current | |||||||
| Legal<br> Claims and contingent liabilities | 14,742 | 17,417 | - | 12,914 | (27,515) | (4,283) | 13,275 |
| Total current provisions | 14,742 | 17,417 | - | 12,914 | (27,515) | (4,283) | 13,275 |
| Non- Current | |||||||
| Legal<br> Claims and contingent liabilities | 36,421 | 9,668 | 8,709 | (12,914) | - | (9,345) | 32,539 |
| Asset<br> retirement obligations | 28,823 | 11,759 | - | - | - | (9,931) | 30,651 |
| Total non-current provisions | 65,244 | 21,427 | 8,709 | (12,914) | - | (19,276) | 63,190 |
| Total provisions | 79,986 | 38,844 | 8,709 | - | (27,515) | (23,559) | 76,465 |
| (i) | $27,085<br> million charged to Other operating expenses and $11,759 million to Right of use assets. | ||||||
| --- | --- | ||||||
| (ii) | Charged<br> to Other financial results, net - Other interests, net. |
NOTE18 – ADDITIONAL INFORMATION OF FINANCIAL ASSETS AND LIABILITIES
Financialassets and liabilities denominated in foreign currencies
Financial assets and liabilities denominated in foreign currencies as of June 30, 2024, and December 31, 2023 are the following:
| 06.30.2024 | 12.31.2023 | |
|---|---|---|
| In equivalent millions of Argentine pesos | ||
| Assets | 185,199 | 321,757 |
| Liabilities | (2,369,923) | (4,048,911) |
| Net Liabilities | (2,184,724) | (3,727,154) |
Offsettingof financial assets and financial liabilities
The following table presents financial assets and liabilities that are offset as of June 30, 2024 and December 31, 2023:
| As of June 30, 2024 | ||||
|---|---|---|---|---|
| Trade receivables | Other receivables | Trade payables | Other liabilities | |
| Current<br> and non-current assets (liabilities) - Gross value | 284,804 | 25,648 | (434,478) | (32,234) |
| Offsetting | (32,110) | (2,173) | 32,110 | 2,173 |
| Current and non-current assets (liabilities) – Book value | 252,694 | 23,475 | (402,368) | (30,061) |
| As of December 31, 2023 | ||||
| --- | --- | --- | --- | --- |
| Trade receivables | Other receivables | Trade payables | Other liabilities | |
| Current and non-current assets<br> (liabilities) - Gross value | 252,404 | 44,014 | (656,260) | (30,222) |
| Offsetting | (13,091) | (1,568) | 13,091 | 1,568 |
| Current and non-current assets (liabilities) – Book value | 239,313 | 42,446 | (643,169) | (28,654) |
Fairvalue hierarchy and other disclosures
The measurement at fair value of the financial instruments of Telecom are classified according to the three levels set out in IFRS 13:
| - | Level<br> 1: Fair value determined by quoted prices (unadjusted) in active markets for identical assets<br> or liabilities. |
|---|---|
| - | Level<br> 2: Fair value determined based on inputs other than quoted prices included within Level 1<br> that are observable for the asset or liability, either directly (e.g. as prices) or indirectly<br> (e.g. derived from prices). |
| - | Level<br> 3: Fair value determined by unobservable inputs where the reporting entity is required to<br> develop its own assumptions. |
**F-24**
TELECOMARGENTINA S.A.
Financial assets and liabilities recognized at fair value as of June 30, 2024 and December 31, 2023, and the level of hierarchy are listed below:
| June 30, 2024 | Level 1 | Level 2 | Total |
|---|---|---|---|
| Assets | |||
| Current Assets | |||
| Mutual<br> Funds (1) | 19,170 | - | 19,170 |
| Government<br> bonds and Notes (1) | 225,670 | - | 225,670 |
| Other<br> receivables: DFI | - | 2,712 | 2,712 |
| Non-current Assets | |||
| Other<br> receivables: DFI | - | 114 | 114 |
| Total assets | 244,840 | 2,826 | 247,666 |
| Liabilities | |||
| Current Liabilities | |||
| Other<br> liabilities: Debt for acquisition of NYSSA | - | 698 | 698 |
| Borrowings:<br> DFI | - | 23 | 23 |
| Non-current Liabilities | |||
| Other<br> liabilities: Debt for acquisition of NYSSA | - | 692 | 692 |
| Total Liabilities | - | 1,413 | 1,413 |
| (1) | Mutual<br> Funds are included in “Cash and cash equivalents”, “Investments”<br> and Guarantee of financial operations included in “Other receivables”. and Government<br> bonds and Notes are included in “Cash and cash equivalents” and “Investments”. | ||
| --- | --- | ||
| December 31, 2023 | Level 1 | Level 2 | Total |
| --- | --- | --- | --- |
| Assets | |||
| Current Assets | |||
| Mutual<br> Funds (1) | 25,934 | - | 25,934 |
| Government<br> bonds and Notes (1) | 234,947 | - | 234,947 |
| Other<br> receivables: DFI | - | 2,785 | 2,785 |
| Other<br> receivables: Indemnification assets | - | 18 | 18 |
| Non-current Assets | |||
| Other<br> receivables: DFI | - | 786 | 786 |
| Total assets | 260,881 | 3,589 | 264,470 |
| Liabilities | |||
| Current Liabilities | |||
| Other<br> liabilities: Debt for acquisition of NYSSA | - | 1,020 | 1,020 |
| Non-current Liabilities | |||
| Other<br> liabilities: Debt for acquisition of NYSSA | - | 1,844 | 1,844 |
| Total liabilities | - | 2,864 | 2,864 |
| (1) | Mutual<br> Funds are included in “Cash and cash equivalents” and “Investments”.<br> Government bonds and Notes are included in “Cash and cash equivalents” and “Investments”. | ||
| --- | --- |
In relation to the fair values set forth above, as of June 30, 2024, there were no changes in the methods and assumptions used with respect to what was reported in Note 22 to the consolidated financial statements as of December 31, 2023.
The Company also has certain financial instruments that are not measured at fair value for which the book value approximates their fair value, except for:
Borrowings
As of June 30, 2024, fair value of borrowings is as follows:
| Carrying Value | Fair Value | |
|---|---|---|
| Notes | 1,610,391 | 1,528,055 |
| Other borrowings | 953,599 | 963,628 |
| 2,563,990 | 2,491,683 |
The fair value of the borrowings was assessed as follows:
| a) | The<br> fair value of Notes traded in active markets was measured based on quoted market prices at<br> the end of the reporting period. As a result, its valuation classifies as Level 1. |
|---|---|
| b) | The<br> fair value of Notes that are not traded in an active market was measured based on quotes<br> provided by first-tier financial entities, so their valuation qualifies as Level 2. |
| c) | Fort<br> the rest of the borrowings, the fair values were calculated based on cash flows discounted<br> using a current lending rate, so as they are classified as level 3. |
**F-25**
TELECOMARGENTINA S.A.
Exchangerate Hedges
During June 2024, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio amounting to US$5 million fixing the exchange rate in 1,015 Argentine pesos/US$, maturing on August 30, 2024.
NOTE19 – PURCHASE COMMITMENTS
The Company has entered into various purchase commitments with domestic and foreign suppliers amounting to approximately $567,560 million as of June 30, 2024 (of which $99,952 million corresponds to Fixed Assets commitments). These purchase commitments include those that contain “take or pay” clauses, which force the buyer to purchase a quantity of a product or service in a period, usually annually, or, alternatively, to pay that amount even if it has not been taken or accepted to receive it.
NOTE20 – EQUITY
| a) | Capital Stock |
|---|
As of June 30, 2024 and December 31, 2023, the capital stock of Telecom Argentina amounts to $2,153,688,011, represented by the same number of common book-entry shares with nominal value of $1, as detailed below:
| Class of Shares | Total |
|---|---|
| Class “A” | 683,856,600 |
| Class “B” | 628,058,019 |
| Class “C” | 106,734 |
| Class “D” | 841,666,658 |
| Total | 2,153,688,011 |
As of the date of these unaudited condensed consolidated financial statements, all the shares of Telecom Argentina are authorized by the CNV for public offering.
Class B Shares are listed and traded on the leading companies’ panel of the BYMA and the ADS representing 5 Class “B” shares of the Company are traded on the NYSE under the symbol TEO.
| b) | Provisions of the Telecom Ordinary and Extraordinary Shareholders’ meeting |
|---|
At the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024, the shareholders of Telecom decided, among other:
| (i) | To<br> approve the Board of Directors’ proposal stated in current currency as of March 31,<br> 2024 using the National Consumer Price Index pursuant to CNV Resolution No. 777/18 in<br> connection with the Accumulated Deficit as of December 31, 2023 for $257,730 million<br> ($463,328 million in current currency as of June 30, 2024): (i) absorb the amount<br> of $257,730 million ($463,328 million in current currency as of June 30, 2024) from<br> the “Voluntary reserve to maintain the Company's level of capital expenditures and<br> its current solvency level”; b) to reclassify the amount of $84,257 million ($139,179<br> million in current currency as of June 30, 2024) from “Voluntary reserve to maintain<br> the Company's level of capital expenditures and its current solvency level” and to<br> be charged against the “Contributed Surplus”; |
|---|---|
| (ii) | to<br> delegate on the Board of Directors the power to reverse between October 1, 2024 and<br> December 31, 2024 the “Voluntary reserve to maintain the Company's level of capital<br> expenditures and its current solvency level” in<br> an amount that allows distribution of dividends in cash or in kind or any combination of<br> both options, for up to the maximum amount of distribution of US$ 100 million, once the conditions<br> detailed in Note 13.c) to the consolidated financial statements as of December 31, 2023<br> are met or waived. |
| c) | Restrictions on distribution of profits |
| --- | --- |
Under the LGS, the by-laws of the Company and rules and regulations of the CNV, a minimum of 5% of net income for the year in accordance with the statutory books, plus/less previous years’ adjustments and accumulated losses must be appropriated by resolution of the shareholders to a legal reserve until such reserve reaches 20% of the outstanding capital (common stock) plus inflation adjustment of common stock.
**F-26**
TELECOMARGENTINA S.A.
NOTE21 – REVENUES
| Three-month<br> period ended<br><br> June 30, | Six-month<br> period ended<br><br> June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Mobile<br> Services | 342,406 | 375,946 | 672,409 | 778,849 |
| Internet<br> Services | 218,247 | 194,151 | 418,073 | 410,373 |
| Cable<br> Television Services | 122,803 | 168,203 | 243,058 | 351,738 |
| Fixed<br> and Data Services | 107,787 | 111,041 | 221,313 | 223,717 |
| Other<br> services revenues | 8,449 | 7,475 | 17,741 | 15,501 |
| Subtotal<br> services revenues | 799,692 | 856,816 | 1,572,594 | 1,780,178 |
| Equipment<br> revenues | 56,392 | 77,022 | 94,385 | 141,571 |
| Total<br> Revenues | 856,084 | 933,838 | 1,666,979 | 1,921,749 |
NOTE22 – OPERATING EXPENSES
The main components of the operating expenses are the following:
| Three-month<br> period ended<br> June 30, | Six-month<br> period<br><br> ended June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Employee<br> benefit expenses and severance payments | Profit (loss) | |||
| Salaries,<br> social security expenses and benefits | (179,175) | (207,858) | (346,542) | (430,413) |
| Severance<br> indemnities | (22,983) | (9,919) | (38,970) | (21,876) |
| Other<br> employee expenses | (5,160) | (6,373) | (8,932) | (9,478) |
| (207,318) | (224,150) | (394,444) | (461,767) | |
| Fees<br> for services, maintenance, materials and supplies | ||||
| Maintenance<br> and materials | (61,873) | (63,940) | (125,300) | (119,577) |
| Fees for<br> services | (47,554) | (58,554) | (101,806) | (117,741) |
| Directors<br> and Supervisory Committee’s members’ fees | (936) | (600) | (1,867) | (1,598) |
| (110,363) | (123,094) | (228,973) | (238,916) | |
| Taxes<br> and fees with the Regulatory Authority | ||||
| Turnover<br> tax | (34,791) | (35,379) | (67,141) | (71,921) |
| Regulatory<br> Entity Fees | (16,937) | (17,842) | (33,165) | (37,350) |
| Municipal<br> taxes | (8,617) | (9,735) | (16,104) | (19,921) |
| Other<br> taxes and fees | (6,493) | (9,304) | (12,913) | (19,141) |
| (66,838) | (72,260) | (129,323) | (148,333) | |
| Cost<br> of equipment | ||||
| Inventory<br> balance at the beginning of the year | (55,901) | (42,645) | (59,138) | (38,840) |
| Plus: | ||||
| Purchases | (38,552) | (58,061) | (66,416) | (112,778) |
| Other | 2,717 | 1,052 | 5,532 | 6,123 |
| Less: | ||||
| Inventory<br> balance at the end of the period | 46,175 | 41,240 | 46,175 | 41,240 |
| (45,561) | (58,414) | (73,847) | (104,255) | |
| Other<br> operating expenses | ||||
| Legal Claims<br> and contingent liabilities | (5,057) | (20,831) | (7,246) | (27,085) |
| Rental and<br> internet capacity | (9,224) | (5,233) | (14,989) | (10,968) |
| Energy, water<br> and other services | (24,610) | (17,699) | (41,239) | (37,313) |
| Postage,<br> freight and travel expenses | (5,795) | (7,034) | (10,701) | (13,565) |
| Other | 435 | (2,149) | (2,437) | (3,877) |
| (44,251) | (52,946) | (76,612) | (92,808) | |
| Depreciation,<br> amortization and impairment of Fixed Assets | ||||
| Depreciation of PP&E | (214,864) | (252,946) | (425,842) | (496,951) |
| Amortization<br> of intangible assets | (24,402) | (38,351) | (49,150) | (77,832) |
| Amortization<br> of rights of use assets | (41,799) | (31,425) | (82,569) | (60,021) |
| (Impairment)<br> / Recovery of Fixed Assets | 469 | 1,134 | 372 | (129) |
| (280,596) | (321,588) | (557,189) | (634,933) |
F-27
TELECOMARGENTINA S.A.
Operating expenses disclosed by function of expense amounted to $1,729,076 million and $2,011,410 million for the six-month period ended June 30, 2024 and 2023, respectively are as follows:
| ****<br><br> <br>Concept | Operating costs | Administration costs | Commercialization costs | Other expenses | Total 06.30.2024 | Total 06.30.2023 |
|---|---|---|---|---|---|---|
| Employee<br> benefit expenses and severance payments | (215,187) | (83,715) | (95,542) | - | (394,444) | (461,767) |
| Interconnection<br> costs and transmission costs | (53,353) | - | - | - | (53,353) | (56,417) |
| Fees<br> for services, maintenance, materials and supplies | (85,556) | (47,116) | (96,301) | - | (228,973) | (238,916) |
| Taxes<br> and fees with the Regulatory Authority | (127,834) | (790) | (699) | - | (129,323) | (148,333) |
| Commissions<br> and advertising | - | - | (86,665) | - | (86,665) | (117,032) |
| Cost<br> of equipment and handsets | (73,847) | - | - | - | (73,847) | (104,255) |
| Programming<br> and content costs | (93,387) | - | - | - | (93,387) | (109,040) |
| Bad<br> debt expenses | - | - | (35,283) | - | (35,283) | (47,909) |
| Other<br> operating expenses | (51,613) | (13,566) | (11,433) | - | (76,612) | (92,808) |
| Depreciation,<br> amortization and impairment of Fixed Assets | (441,368) | (76,850) | (39,343) | 372 | (557,189) | (634,933) |
| Total as of 06.30.2024 | (1,142,145) | (222,037) | (365,266) | 372 | (1,729,076) | |
| Total as of 06.30.2023 | (1,310,970) | (240,090) | (460,221) | (129) | (2,011,410) |
NOTE23 – FINANCIAL RESULTS
| Three-month period ended June 30, | Six-month period ended<br><br> <br>June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Profit (loss) | ||||
| Interests<br> on borrowings (*) | (21,858) | (27,351) | (53,122) | (59,166) |
| Remeasurement<br> in borrowings (**) | (39,023) | (3,680) | (74,013) | 9,340 |
| Foreign<br> currency exchange gains on borrowings (***) | 236,883 | 6,349 | 1,249,112 | 67,581 |
| Borrowings<br> renegotiation results | - | - | - | (1,434) |
| Total financial results from borrowings | 176,002 | (24,682) | 1,121,977 | 16,321 |
| Fair<br> value gains/(losses) on financial assets at fair value through profit or loss | 13,103 | (16,680) | (15,077) | (29,741) |
| Other<br> foreign currency exchange gains (losses) | 35,665 | (941) | 151,451 | (4,823) |
| Other<br> interests, net | 1,657 | 3,305 | 8,221 | 9,307 |
| Other<br> taxes and bank expenses | (30,665) | (9,629) | (49,186) | (19,190) |
| Financial<br> expenses on pension benefits | (665) | (988) | (1,511) | (2,225) |
| Financial<br> discounts on assets, debts and others | (7,223) | (2,672) | (7,542) | (6,498) |
| RECPAM | 14,983 | 62,602 | 77,467 | 136,266 |
| Total other financial results, net | 26,855 | 34,997 | 163,823 | 83,096 |
| Total financial results, net | 202,857 | 10,315 | 1,285,800 | 99,417 |
(*) Includes $1,386 million and $776 million corresponding to net income generated by DFI in the six-month period ended June 30, 2024 and 2023, respectively.
(**) Related to Notes issued in UVA.
(***) Includes $222 million and ($13,449) million corresponding to net income/ (losses) generated by DFI in the six-month period ended June 30, 2024 and 2023, respectively.
NOTE24 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES
| a) | Controlling Company |
|---|
CVH is the controlling company of Telecom Argentina, holding 28.16% of the capital stock of the Company. Additionally, both CVH and Fintech, contributed to the Voting Trust, in accordance with the Shareholders´ Agreement, shares representing 10.92% of the capital of the Company so the shares subject to such agreement represent 21.84% of the total capital of the Company (the “Shares in Trust”).
According to the Voting Trust Agreement, the trustee appointed by CVH must vote the Shares in Trust as instructed or voted by CVH with respect to all issues except in respect of certain matters subject to veto under the Shareholders’ Agreement.
| b) | Balances with Related parties | ||
|---|---|---|---|
| · | Associates and joint venture | ||
| --- | --- | ||
| CURRENT ASSETS | June 30, | December 31, | |
| --- | --- | --- | --- |
| Trade receivables | 2024 | 2023 | |
| Ver<br> TV | Associate | 16 | 18 |
| OPH | Joint<br> venture | 27 | 49 |
| 43 | 67 |
F-28
TELECOMARGENTINA S.A.
| June 30, | December 31, | |||
|---|---|---|---|---|
| Other receivables | 2024 | 2023 | ||
| La<br> Capital Cable | Associate | 254 | 377 | |
| Ver<br> TV | Associate | 72 | 4 | |
| 326 | 381 | |||
| CURRENT LIABILITIES | June 30, | December 31, | ||
| Trade payables | 2024 | 2023 | ||
| La<br> Capital Cable | Associate | 8 | 6 | |
| TSMA | Associate | 1 | 2 | |
| OPH | Joint<br> venture | 878 | 1,926 | |
| 887 | 1,934 | |||
| Other liabilities | **** | **** | ||
| OPH | Joint<br> venture | 2,545 | 4,239 | |
| 2,545 | 4,239 | |||
| NON - CURRENT LIABILITIES | ||||
| Other liabilities | ||||
| OPH | Joint<br> venture | 2,329 | 7,431 | |
| 2,329 | 7,431 | |||
| · | Other Related parties | |||
| --- | --- | |||
| CURRENT ASSETS | June 30, | December 31, | ||
| --- | --- | --- | ||
| Trade receivables | 2024 | 2023 | ||
| Other<br> related parties | 2,161 | 1,179 | ||
| 2,161 | 1,179 | |||
| Other receivables | **** | **** | ||
| Other<br> related parties | 2 | 7 | ||
| 2 | 7 | |||
| CURRENT LIABILITIES | ||||
| Trade payables | ||||
| Other<br> related parties | 9,097 | 8,245 | ||
| 9,097 | 8,245 | |||
| c) | Transactions with Related parties | |||
| --- | --- | |||
| · | Associates and joint ventures | |||
| --- | --- | |||
| Transaction | Kind of related party | Six-month period<br><br> <br>ended June 30, | ||
| --- | --- | --- | --- | --- |
| **** | **** | 2024 | 2023 | |
| **** | **** | Profit (loss) | ||
| **** | **** | **** | Revenues | |
| La<br> Capital Cable | Services<br> revenues and other revenues | Associate | 86 | 7 |
| Ver<br> TV | Services<br> revenues and other revenues | Associate | 35 | 30 |
| OPH | Services<br> revenues and other revenues | Joint<br> venture | 142 | - |
| 263 | 37 | |||
| **** | **** | Operating costs | ||
| La<br> Capital Cable | Fees<br> for services | Associate | (432) | (1,111) |
| (432) | (1,111) | |||
| · | Other Related parties | |||
| --- | --- | |||
| Transaction | Six-month period<br><br> <br>ended June 30, | |||
| --- | --- | --- | --- | |
| **** | 2024 | 2023 | ||
| **** | **** | Profit (loss) | ||
| **** | **** | Revenues | ||
| Other<br> related parties | Services<br> and advertising revenues | 2,459 | 1,698 | |
| 2,459 | 1,698 | |||
| **** | **** | Operating costs | ||
| Other<br> related parties | Programming<br> costs | (14,735) | (16,485) | |
| Other<br> related parties | Editing<br> and distribution of magazines | (1,847) | (2,801) | |
| Other<br> related parties | Advisory<br> services | (2,373) | (2,237) | |
| Other<br> related parties | Advertising<br> purchases | (501) | (1,226) | |
| Other<br> related parties | Other<br> purchases and commissions | (1,327) | (873) | |
| (20,783) | (23,622) |
The transactions discussed above were made by Telecom Argentina under the same conditions than would have been obtained from unaffiliated third parties. When Telecom Argentina’s transactions represented more than 1% of its total shareholders’ equity, they were approved according to Law No. 26,831, the Bylaws and the Executive Committees’ Faculties and Performance Regulation.
F-29
TELECOMARGENTINA S.A.
NOTE25 – RECENT DEVELOPMENTS CORRESPONDING TO THE SIX-MONTH PERIOD ENDED JUNE 30, 2024
| 1. | Regulatory issues |
|---|---|
| a) | Decree No. 690/20 - Amendment to the LAD |
| --- | --- |
In relation to the situation described in Note 2.c).i) in the consolidated financial statements as of December 31, 2023, on February 20, 2024 the precautionary measure, which suspended the application of the Decree No. 690/20, was extended for an additional period of six months, remaining in force until August 20, 2024. Consequently, the precautionary measure is fully in force as of the issuance date of these unaudited condensed consolidated financial statements.
In connection with the decision rendered on November 17, 2023 by the Federal Court on Administrative Litigation Matters No. 8 whereby it nullified Decree No. 690/20 and ENACOM Resolutions Nos. 1,466/20 and 1,467/20, on June 19, 2024, Chamber II of the Court of Appeals on Federal Administrative Matters rendered a decision whereby it fully upheld the first-instance judgment, ratifying the nullity of both Decree No. 690/20 and the aforementioned ENACOM Resolutions, considering them unconstitutional.
On July 4, 2024, PEN filed an extraordinary appeal against the second instance ruling, which has not been granted to date.
On the other hand, through Emergency Decree No. 302/24, published in the Official Gazette on April 9, 2024, the Executive Branch repealed Decree No. 690/20. Furthermore, on June 25, 2024, through ENACOM Resolution No. 13/24, the ENACOM revoked the regulations that limited price increases for Internet, mobile telephony, and cable television services.
| b) | Micro Sistemas |
|---|
Through Communication "A" No. 8,038, the BCRA repealed Communication "A" No. 7,825, which had established that the return received by PSPCP in pesos of deposit accounts held at financial institutions, where their clients' funds are deposited, had to be fully transferred to those clients.
Additionally, on July 4, 2024, Micro Sistemas was registered with the BCRA as an Acceptor of payments made through transfers.
| 2. | Corporate issues |
|---|---|
| a) | Exercise of the call option of Naperville and Saturn Holding LLC |
| --- | --- |
a.1)Naperville
On May 20, 2024, the subsidiary Televisión Dirigida partially exercised the call option to purchase 51% of Naperville (which owns shares representing 76.63% of Manda’s share capital and votes, which in turn is the sole shareholder and owns 100% of RISSAU’s share capital and votes, an operating company whose main activity is the installation and operation of broadcasting services).
Additionally, on the same day, Televisión Dirigida also exercised the call option for US$ 3,108 to purchase all the shares held by minority shareholders in Manda, which represent 0.007% of the capital stock and votes of said company.
The transaction price amounted to US$ 16.4 million ($14,584 million stated at the exchange rate prevailing on the transaction date), which shall be settled as follows: a) US$ 3.8 million ($ 3,404 million stated at the exchange rate prevailing on the transaction date) has been paid as an option premium on the date of execution of the Option Agreement dated October 4, 2023, b) US$ 12.6 million for the partial acquisition of 51%, of which US$ 6 million -$ 5,333 million stated at the exchange rate prevailing on the transaction date- was paid within 48 hours of signing date , and US$ 6.6 million -$5,847 million stated at the exchange rate prevailing on the transaction date- to be paid on July 31, 2024.
The remained unsettled as of June 30, 2024 amounts to $5,991 million which was included under "Debt for acquisition of companies" within Other current liabilities. This debt was cancelled on July 31, 2024.
F-30
TELECOMARGENTINA S.A.
The Company's management has made a preliminary determination of the fair value of the assets acquired and liabilities assumed (net assets) at the acquisition date, and from the comparison with the consideration paid has determined a goodwill.
Details of the purchase consideration, the estimated net assets acquired and the goodwill resulting from the exercise of the call option for 51% of Naperville:
| Purchase consideration | (In current currency at the acquisition date) | (In current currency as of June 30, 2024) |
|---|---|---|
| Call<br> option | 3,404 | 3,708 |
| Cash<br> Paid | 5,333 | 5,810 |
| Remaining<br> balance | 5,847 | 6,370 |
| Total | 14,584 | 15,888 |
The assets and liabilities in millions recognized as a result of the acquisition are as follows:
| (In current currency at the acquisition date) | (In current currency as of June 30, 2024) | |
|---|---|---|
| Cash<br> and cash equivalents | 642 | 699 |
| Investment | 1,613 | 1,758 |
| Trade<br> receivables | 420 | 458 |
| Goodwill | 728 | 793 |
| PP&E | 1,686 | 1,826 |
| Trade<br> payables | 1,343 | 1,463 |
| Other<br> assets / liabilities, net | (2,801) | (3,042) |
| Net identifiable assets acquired | 3,631 | 3,955 |
| Less:<br> non-controlling interests | (2,211) | (2,409) |
| Add:<br> goodwill (*) | 13,164 | 14,342 |
| Net assets acquired | 14,584 | 15,888 |
(*) The Company will annually review the recoverability of goodwill.
Revenueand profit contribution
The acquired business contributed revenues of $208 million and Adjusted EBITDA of $(340) million for the period from May 1, 2024 to June 30, 2024.
On July 17, 2024, Televisión Dirigida exercised the call option to purchase the remaining shares, accounting for 49% of Naperville. The price of this transaction amounted to US$ 15.8 million and shall be paid according to the schedule agreed by the parties, with the possibility for Televisión Dirigida to make partial payments, pre-cancel outstanding balances if it so desires, or even postpone payments subject to obtaining the prior consent of the seller.
Therefore, the total transaction price amounted to US$ 32.2 million.
a.2)Saturn Holding LLC
As of June 30, 2024, Televisión Dirigida held a call option for the purchase of 100% of Saturn Holding LLC (which owns 23.37% of Manda) for US$ 1.2 million (equivalent to $1,062 million as of June 30, 2024), to be deducted from the purchase price.
On July 17, 2024, the option to purchase 100% of Saturn Holding LLC was exercised.
The transaction price amounted to US$ 9.8 million and the outstanding balance was US$8.6 million. This outstanding balance shall be paid according to the schedule agreed by the parties, and the agreement provides for the possibility for Televisión Dirigida to make partial payments, pre-cancel outstanding balances if it so desires, or even postpone payments subject to obtaining the prior consent of the seller.
F-31
TELECOMARGENTINA S.A.
| b) | Corporate reorganization |
|---|
b.1)Merger between Núcleo and Tuves Paraguay S.A.
In relation to the corporate reorganization process between Núcleo and Tuves Paraguay S.A. mentioned in Note 1 to the consolidated financial statements as of December 31, 2023, on June 3, 2024, the General Directorate of Public Registries approved the merger between Núcleo (the absorbing and surviving company) and Tuves Paraguay S.A. (the absorbed company). The effective merger date is June 4, 2024, the date on which the transfer to Núcleo of all the rights and obligations, assets, and liabilities of the absorbed company took effect.
This operation has no impact on these unaudited condensed consolidated financial statements.
b.2)Transfer of shares of Personal Envíos to Micro Fintech Holding
On May 20, 2024, the subsidiary Núcleo distributed dividends to its shareholders totalling PYG 145,614 million ($ 18,326 million in constant currency as of June 30, 2024), of which PYG 21,842 million ($ 2,713 million in constant currency as of June 30, 2024) was distributed in cash and PYG 123,772 million ($15,613 million in constant currency as of June 30, 2024) was distributed in shares of Personal Envíos (an amount equivalent to the fair value, determined by an independent appraiser, of the 7,760 shares it held in Personal Envíos, representing 97% of its interest in that company).
On the same day, the Company made an in-kind contribution to Micro Fintech Holding consisting of the shares received from Núcleo along with 160 shares that the Company already held in Personal Envíos.
As a result of this transaction, Micro Fintech Holding currently owns 5,400 shares, representing 67.5% of the issued and outstanding capital stock of Personal Envíos.
This operation has no impact on these unaudited condensed consolidated financial statements since the non-controlling interest maintained its percentage of Equity.
NOTE26 – SUBSEQUENT EVENTS TO JUNE 30, 2024
Notes:Series 21 and 22
In connection with the Notes Global Program, the Company issued the Series 21 and 22 Notes with the following characteristics:
| Series | Currency | Amount involved<br><br> <br>(in millions) | Issuance date | Maturity date | Amortization | Interest rate | Interest payment date |
|---|---|---|---|---|---|---|---|
| 21 | US$ | 500<br> (1) | 07/2024 | 07/2031 | In<br> three installment of:<br><br> 33% at 07/2029<br><br> 33% at 07/2030<br><br> <br>34%<br> at 07/2031 | Annual<br> fixed rate of 9.50% | Semiannual |
| US$ | 115.3<br> (2) | 07/2024 | 07/2031 | In<br> three installment of:<br><br> 33% at 07/2029<br><br> 33% at 07/2030<br><br> <br>34%<br> at 07/2031 | Annual<br> fixed rate of 9.50% | Semiannual | |
| US$ | 2.0<br> (3) | 08/2024 | 07/2031 | In<br> three installment of:<br><br> 33% at 07/2029<br><br> 33% at 07/2030<br><br> <br>34%<br> at 07/2031 | Annual<br> fixed rate of 9.50% | Semiannual | |
| 22 | US$<br> linked | 33.7<br> (4) | 08/2024 | 02/2026 | In<br> one installment at maturity date | Annual<br> fixed rate of 2% | Quarterly<br> basis |
1. The subscription price was under par, so that on the date of issuance, the Company obtained, net of issuance costs, US$493 million ($456,544 million in current currency as of date of issuance). The Company will use the proceeds to refinance borrowings, including the use of US$100 million to repurchase Series 5 Notes maturing in 2025.
On August 6, 2024, the Company paid a part of principal on the Series 5 Notes for US$128.3 million. Additionally, on August 8, 2024, the Company paid, within the terms of the Tender Offer, US$19.8 million for the repurchase of the Series 5 Notes.
2. The contribution of the additional Series 21 Notes was carried out through the exchange of part of its Series 1 Notes, maturing in 2026, of US$ 115.3 million.
3. The contribution of the additional Series 21 Notes was carried out through the exchange of part of its Series 1 Notes, maturing in 2026, of US$ 2.0 million.
4. The subscription price was above par. The Company issued Notes for a nominal value of $31,732 million, equivalent to US$33.7 million.
F-32
TELECOMARGENTINA S.A.
Finally, in relation to the compliance with its covenants and waivers, it should be noted that the new debt issuance does not affect the obligations assumed by the Company, because the proceeds will be used to refinance its borrowings.
| Carlos Moltini |
|---|
| Chairman of the Board of Directors |
F-33
OPERATINGAND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2024
(In millions of Argentine pesos in current currency - except per share data in Argentine pesos in current currency- or as expressly indicated)
| 1. | General considerations |
|---|
As provided under Resolution No. 777 issued by the CNV on December 28, 2018, this operating and financial review and prospects discloses the comparative balances set forth below, restated to current currency as of June 30, 2024.
The table below shows the evolution of the national consumer price index (National CPI) in light of the fact that Argentina has been considered a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, as further discussed in Note 1.d) to the unaudited condensed consolidated financial statements for 2023 and as of June 30, 2024 and 2023. According to official statistics from the Argentine National Statistics and Censuses Institute (Instituto Nacional de Estadísticas y Censos) and the Banco Nación U.S. dollar exchange rate used for the preparation of this operating and financial review and prospects are as follows:
| As<br> of June 30, <br> 2023 | As<br> of December <br> 31, 2023 | As<br> of June 30, <br> 2024 | |
|---|---|---|---|
| National<br> Consumer Price Index (National CPI) (December 2016=100) | 1,709.61 | 3,533.19 | 6,351.71 |
| Variation<br> in prices | |||
| Annual | 115.6% | 211.4% | 271.5% |
| Accumulated<br> six months | 50.7% | n/a | 79.8% |
| Accumulated<br> three months since March 2023/2024 | 23.8% | n/a | 18.6% |
| Banco<br> Nación US$/$ exchange rate | 256.70 | 808.45 | 912.00 |
| Variation<br> in the exchange rate | |||
| Annual | 105.0% | 356.3% | 310.5% |
| Accumulated<br> six months | 44.9% | n/a | 12.8% |
| Accumulated<br> three months since March 2023/2024 | 22.8% | n/a | 6.3% |
The National CPI has registered an increase of 271.5% as of June 30, 2024 as compared to June 30, 2023.
| 2. | Telecom’s activities for the six-month period ended June 30, 2024 (“1H24”) and 2023 (“1H23”) | ||
|---|---|---|---|
| 1H24 | Variation | ||
| --- | --- | --- | --- |
| million | $ million | % | |
| Revenues | 1,666,979 | (254,770) | (13.3) |
| Employee<br> benefit expenses and severance payments | (394,444) | 67,323 | (14.6) |
| Interconnection<br> and transmission costs | (53,353) | 3,064 | (5.4) |
| Fees<br> for services, maintenance, materials and supplies | (228,973) | 9,943 | (4.2) |
| Taxes<br> and fees with the Regulatory Authority | (129,323) | 19,010 | (12.8) |
| Commissions<br> and advertising | (86,665) | 30,367 | (25.9) |
| Cost<br> of equipment and handsets | (73,847) | 30,408 | (29.2) |
| Programming<br> and content costs | (93,387) | 15,653 | (14.4) |
| Bad<br> debt expenses | (35,283) | 12,626 | (26.4) |
| Other<br> operating expenses | (76,612) | 16,196 | (17.5) |
| Depreciation,<br> amortization and impairment of Fixed Assets | (557,189) | 77,744 | (12.2) |
| Operating loss | (62,097) | 27,564 | (30.7) |
| Losses<br> from associates and joint ventures | (2,972) | 41 | (1.4) |
| Financial<br> results from borrowings | 1,121,977 | 1,105,656 | n/a |
| Other<br> financial results, net | 163,823 | 80,727 | 97.1 |
| Income before income tax | 1,220,731 | 1,213,988 | n/a |
| Income<br> tax benefit (expense) | (361,508) | (501,174) | n/a |
| Net income for the period | 859,223 | 712,814 | n/a |
| Net income attributable to: | |||
| Controlling<br> Company | 851,682 | 711,121 | n/a |
| Non-controlling<br> interest | 7,541 | 1,693 | 29.0 |
| 859,223 | 712,814 | n/a | |
| Earnings per share for income attributable to the Controlling Company - Basic and diluted (in Argentine pesos) | 395.45 | ||
| Adjusted<br> EBITDA(1) | 495,092 | (50,180) | (9.2) |
All values are in US Dollars.
| (1) | Adjusted<br> EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax benefit (expense),<br> financial results, earnings (losses) from associates and joint ventures, depreciation, amortization<br> and impairment of Fixed Assets. For further information on the use of adjusted EBITDA, see<br> “Adjusted EBITDA”. |
|---|
I
In 1H24, net income amounted to $859,223 million (compared to a net income of $146,409 million in 1H23), representing 51.5% of revenues (compared to 7.6% of revenues in 1H23). The increase in 1H24 compared to 1H23 was mainly due to an increase in financial result, net of $1,186,383 million, which was partially offset by a decrease in income tax benefit (expense) of $501,174 million.
In 1H24, Adjusted EBITDA totaled $495,092 million, representing 29.7% of revenues in 1H24. Adjusted EBITDA in 1H23 totaled $545,272 million, representing 28.4% of revenues in 1H23. The decrease of $50,180 million in 1H24 compared to 1H23 was mainly due to a decrease in revenues of $254,770 million, partially offset by the decrease in operating costs (without depreciation, amortization and impairment of Fixed Assets) of $204,590 million.
| · | Revenues | ||
|---|---|---|---|
| **** | 1H24 | Variation | |
| --- | --- | --- | --- |
| **** | million | $ million | % |
| Mobile<br> Services | 672,409 | (106,440) | (13.7) |
| Internet<br> Services | 418,073 | 7,700 | 1.9 |
| Cable<br> Television Services | 243,058 | (108,680) | (30.9) |
| Fixed<br> and Data Services | 221,313 | (2,404) | (1.1) |
| Other<br> services revenues | 17,741 | 2,240 | 14.5 |
| Subtotal Services revenues | 1,572,594 | (207,584) | (11.7) |
| Equipment<br> revenues | 94,385 | (47,186) | (33.3) |
| Total Revenues | 1,666,979 | (254,770) | (13.3) |
All values are in US Dollars.
During 1H24 revenues decreased 13.3% or $254,770 million compared to 1H23, amounting to $1,666,979 million.
While there was a greater demand for services, revenues decreased mainly due to the fact that, as a consequence of the 271.5% annual inflation in Argentina (from June 30, 2023 to June 30, 2024), the Company (similarly to its competitors in the ICT industry) was unable to increase its prices during 1H24 to the same extent as the increase in inflation.
Services revenues amounted to $1,572,594 million in 1H24, decreasing 11.7% as compared to $1,780,178 million in 1H23 and represented 94.3% of consolidated revenues. Equipment revenues amounted to $94,385 million in 1H24 as compared to $141,571 million in 1H23, and represented 5.7% of consolidated revenues.
Revenues included $231,102 million and $1,485,124 million in 1H24 and 1H23, respectively, related to the effect generated by the restatement in current currency as of June 30, 2024.
Consolidated revenues for 1H24 and 1H23 are comprised as follows:
MobileServices
Mobile services revenues in 1H24 amounted to $672,409 million (a decrease of $106,440 million or 13.7% as compared to 1H23), being the principal contributor to our total services revenues for 1H24 (42.8% of services revenues in 1H24 as compared to 43.8% in 1H23). Mobile internet services revenues remained stable in 1H24 and 1H23 and accounted for 93% of total mobile service revenues in both periods.
The effect generated by the restatement in current currency as of June 30, 2024 included in Mobile services revenues amounted to $93,835 million and $602,563 million in 1H24 and 1H23, respectively.
Mobile services revenues in Argentina amounted to $608,129 million (a decrease of $109,912 million or 15.3% as compared to 1H23). This decrease was mainly due to 18.2% decrease in the ARPU (average revenue per user), partially offset by a 2.8% increase in the number of customers.
The ARPU amounted to $4,743.5 as of June 30, 2024 (compared to $5,800.0 as of June 30, 2023). This decrease was mainly explained by the fact that, as a consequence of the annual 271.5% inflation in Argentina, the Company (similarly to its competitors in the ICT industry) was unable to increase its prices during 1H24 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of June 30, 2024 included in ARPU amounted to $646.4 and $4,483.6 as of June 30, 2024 and 2023, respectively). Additionally, the decrease in ARPU is also explained by the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition in the market and an increase in the migration of customers from postpaid to prepaid services (which have a lower ARPU than postpaid customers).
II
Our mobile customers in Argentina amounted to 21.2 million and 20.6 million as of June 30, 2024 and 2023, respectively. Out of the total mobile customers as of June 30, 2024, 62% were prepaid customers and 38% were postpaid customers, whereas as of June 30, 2023, 60% were prepaid customers and 40% were postpaid customers. We observed a change in customer behavior, resulting in an increase in prepaid services customers of 5.4% and a decrease in the postpaid services customers of 1.2% as of June 30, 2024, as compared to June 30, 2023. Additionally, the average churn rate per month amounted to 1.6% in 1H24 (compared to a 1.8% average in 1H23).
ARPUof Mobile Services in Argentina
A monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues—excluding out collect wholesale roaming, cell site rental and reconnection fees revenues and others—(divided by six months) by the average number of customers during 1H24. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from Argentina’s ARPU calculations presented in this operating and financial review and prospects as of June 30, 2024. Management believes that this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 1H24:
| 1H24 | |
|---|---|
| $ million | |
| Total Mobile service revenues | 608,129 |
| Components of service revenues not included in the ARPU calculation: out collect (wholesale) roaming, cell sites rental, reconnection fees revenues and others | (6,247) |
| Adjusted total service revenues included in the ARPU calculation | 601,882 |
| Average number of customers during 1H24 (millions) | 21.1 |
Mobile services revenues generated in Paraguay amounted to $64,280 million in 1H24 (a $3,472 million or 5.7% increase compared to 1H23). The increase was mainly due to the appreciation of the Guaraní against the Argentine Peso.
Paraguay’s ARPU amounted to $6,875.1 as of June 30, 2024 (compared to $4,406.3 as of June 30, 2023), representing a 56.0% increase.
In 1H24, the customer base in Paraguay amounted to 2.4 million customers, increasing a 4.7% compared to 1H23. Out of the total mobile customers as of June 30, 2024, 74% were prepaid customers and 26% were postpaid customers, whereas as of June 30, 2023, 78% were prepaid customers, and 22% were postpaid customers. The average churn rate per month amounted to 2.6% in 1H24 (compared to a 2.8% average in 1H23).
InternetServices
Internet services revenues amounted to $418,073 million in 1H24 (equivalent to 26.6% of total consolidated services revenues), increasing $7,700 million or 1.9% as compared to 1H23. The effect generated by the restatement in current currency as of June 30, 2024 included in internet services revenues amounted to $59,809 million and $317,37 million in 1H24 and 1H23, respectively.
The increase in internet services revenues in Argentina in 1H24 was mainly due to the increase in the Broadband Internet access ARPU of 9.8%.
The ARPU reached $16,034.2 in 1H24 as compared to $15,866.2 in 1H23. This increase in ARPU is mainly explained by the fact that, we granted fewer discounts to customers for this service. The effect generated by the restatement in current currency as of June 30, 2024 included in ARPU amounted to $2,162.4 and $12,258.4 as of June 30, 2024 and 2023, respectively).
The customer base remained stable amounting to 4.1 million customers in both 1H24 and 1H23, as a result of the Company's efforts despite the intense competition. The churn rate per month amounted to 1.9% and 1.7% in 1H24 and 1H23, respectively.
III
ARPUof Internet Services in Argentina
A monthly operational measure used in the internet services is ARPU, which we calculate by dividing adjusted total service revenues—excluding connection and rehabilitation fees revenues and others—(divided by six months) by the average number of customers during 1H24. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from Internet’s ARPU calculations presented in this operating and financial review and prospects as of June 30, 2024. Management believes that this measure is helpful in assessing the development of the subscriber base of Internet services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 1H24:
| 1H24 | |
|---|---|
| $ million | |
| Total Internet service revenues | 393,440 |
| Components<br> of service revenues not included in the ARPU calculation | (51) |
| Adjusted<br> total service revenues included in the ARPU calculation | 393,389 |
| Average number of customers during<br> 1H24 (millions) | 4.1 |
CableTelevision Services
Cable television services revenues amounted to $243,058 million in 1H24 (equivalent to 15.5% of total consolidated services revenues), decreasing $108,680 million or 30.9% as compared to revenues in 1H23. The effect generated by the restatement in current currency as of June 30, 2024, included in cable television services revenues, amounted to $34,031 million and $271,781 million in 1H24 and 1H23, respectively.
The decrease in Cable television service revenues in 1H24 was mainly due to the decrease in ARPU, a 33.2% decrease compared to 1H23, and a 0.9% decrease in the customer base compared to 1H23.
The ARPU amounted to $11,098.1 as of June 30, 2024 compared to an ARPU of $16,607.4 as of June 30, 2023. The decreased is mainly explained since annual inflation as of June 30, 2024 amounted to 271.5%, the Company (similarly to its competitors in the ICT industry) was unable to increase its prices during 1H24 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of June 30, 2024 included in ARPU amounts to $1,540.4 and $12,835.5 as of June 30, 2024 and 2023, respectively). Additionally, the decrease in ARPU is also explained by the fact that we granted greater discounts to customers as part of our customer retention strategy.
In 1H24, the customer base in Argentina amounted to 3.1 million customers, decreasing a 0.9% compared to 1H23. This decrease is mainly due to the economic situation in Argentina and the changes in customers’ consumption trends. Our Flow digital platform’s customer base reached 1.5 million and our Premium Package’s customer base amounted to 1.2 million in 1H24, a 11.8% decrease compared to 1H23. The average churn rate per month amounted to 2.0% in both 1H24 and 1H23.
ARPUof Cable Television Services in Argentina
An important monthly operational measure used in the Cable Television services is ARPU, which we calculate by dividing adjusted total service revenues—excluding connection and administration fees, advertising services and others—(divided by six months) by the average number of customers during 1H24. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this operating and financial review and prospects as of June 30, 2024. Management believes that this measure is helpful in assessing the development of the subscriber base of cable television services. The following table shows the reconciliation of total cable television service revenues to such revenues included in the ARPU calculations of 1H24:
| 1H24 | |
|---|---|
| $ million | |
| Total Cable television service<br> revenues | 208,549 |
| Components<br> of service revenues not included in the ARPU calculation:<br> Connection and Reconnection fees and others | (374) |
| Adjusted<br> total service revenues included in the ARPU calculation | 208,175 |
| Average number of customers during<br> 1H24 (millions) | 3.2 |
IV
Fixedand Data Services
Revenues generated by fixed and data services amounted to $221,313 million in 1H24 (equivalent to 14.1% of total consolidated services revenues), decreasing $2,404 million or 1.1% as compared to 1H23. The effect generated by the restatement in current currency as of June 30 2024 included in fixed and data services revenues amounted to $32,244 million and $172,826 million in 1H24 and 1H23, respectively.
The decrease in fixed and data services in Argentina in 1H24 was mainly due to decrease in ARPU, decreasing 2.1% as compared to 1H23, and a decrease in the customer base of 6.2% compared to 1H23, partially offset by the appreciation of data service subscriptions that are denominated in dollars.
The ARPU of fixed telephony (excluding IP costumers) services amounted to $7,215.4 as of June 30, 2024 compared to an ARPU of $7,369.7 as of June 30, 2023. The decreased is mainly explained since annual inflation as of June 30, 2024 amounted to 271.5%, the Company (similarly to its competitors in the ICT industry) was unable to increase its prices during 1H24 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of June 30, 2024 included in ARPU amounts to $1,010.5 and $5,745.6 as of June 30, 2024 and 2023, respectively).
The customer base of fixed telephony services amounted to 2.8 million in 1H24 of which 1.7 million were IP customers, decreasing a 6.2% compared to 1H23. The customer base decreased mainly due to changes in consumption behavior of customers.
Otherservices revenues
Other services revenues generated by other services amounted to $17,741 million in 1H24, increasing $2,240 million or 14.5% compared to 1H23. The effect generated by the restatement in current currency as of June 30 2024 included in other services revenues amounted to $2,290 million and $11,727 million in 1H24 and 1H23, respectively.
These services include mainly revenues related to fintech services, revenues from billing remuneration and collection management on behalf of third parties, administrative revenues and revenues from the sale of advertising space, among others.
The increase in other services revenue in 1H24 was mainly due to the increase in fintech services in Argentina, principally due to the growth in the use of the "Personal Pay" digital wallet and the increase in the number of users, which amounted to 2.9 million and 1.2 million in 1H24 and 1H23, respectively.
Equipment
Equipment revenues amounted to $94,385 million in 1H24 (a decrease of $47,186 million or 33.3% compared to 1H23). This variation is mainly due to a 31% decrease in handsets sold compared to 1H23.
The effect generated by the restatement in current currency as of June 30, 2024 included in Equipment revenues amounts to $11,893 million and $108,790 million in 1H24 and 1H23, respectively.
| · | Operating costs (without depreciation, amortization and impairment of Fixed Assets) | |||
|---|---|---|---|---|
| 1H24 | Variation | |||
| --- | --- | --- | --- | --- |
| million | $ million | % | ||
| Employee benefit expenses and<br> severance payments | (394,444) | 67,323 | (14.6) | |
| Interconnection and transmission<br> costs | (53,353) | 3,064 | (5.4) | |
| Fees for services, maintenance,<br> materials and supplies | (228,973) | 9,943 | (4.2) | |
| Taxes and fees with the Regulatory<br> Authority | (129,323) | 19,010 | (12.8) | |
| Commissions and advertising | (86,665) | 30,367 | (25.9) | |
| Cost of equipment and handsets | (73,847) | 30,408 | (29.2) | |
| Programming and content costs | (93,387) | 15,653 | (14.4) | |
| Bad debt expenses | (35,283) | 12,626 | (26.4) | |
| Other operating<br> expenses | (76,612) | 16,196 | (17.5) | |
| Total<br> operating costs | (1,171,887) | 204,590 | (14.9) |
All values are in US Dollars.
Total operating costs without depreciation, amortization and impairment of Fixed Assets totaled $1,171,887 million in 1H24, which represents a decrease of $204,590 million or 14.9% compared to 1H23.
V
The effect generated by the restatement in current currency as of June 30, 2024 included in operating costs without depreciation, amortization and impairment of Fixed Assets amounted to $198,410 million and $1,066,471 million in 1H24 and 1H23, respectively.
Employeebenefit expenses and severance payments
Employee benefit expenses and severance payments amounted to $394,444 million in 1H24, decreasing $67,323 million or 14.6% compared to 1H23. The decrease was mainly due to a reduction of 3.7% in headcount from 21,607 employees in 1H23 to 20,809 employees in 1H24, partially offset by increases in salaries agreed to by the Company with several trade unions for unionized employees, and also for non-unionized employees, together with related social security charges and higher severance payments.
The effect generated by the restatement in current currency as of June 30, 2024 included in employee benefit expenses and severance payments amounted to $55,314 million and $356,856 million in 1H24 and 1H23, respectively.
Interconnectionand transmission costs
Interconnection and transmission costs (including charges for termination from third parties’ mobile networks, roaming and cost of international outbound calls and lease of circuits) amounted to $53,353 million in 1H24, decreasing $3,064 million or 5.4% compared to 1H23. The decrease was mainly due to the new dynamics of the business that imply an optimization of links and sites, partially offset by increases in the exchange rate in relation to services set in dollars.
The effect generated by the restatement in current currency as of June 30, 2024 included in Interconnection and transmission costs amounted to $8,415 million and $43,607 million in 1H24 and 1H23, respectively.
Feesfor services, maintenance, materials and supplies
Fees for services, maintenance, materials and supplies amounted to $228,973 million in 1H24, decreasing $9,943 million or 4.2% compared to 1H23. The decrease is mainly explained by the efficiency and management of resources through which Fees for services decreased $15,935 million compared to $117,741 million in 1H23, partially offset by higher cost of maintenance, materials and supplies, many of which are dollarized, for $5,723 million as compared to 1H23.
The effect generated by the restatement in current currency as of June 30, 2024 included in Fees for services, maintenance, materials and supplies amounted to $48,019 million and $185,492 million in 1H24 and 1H23, respectively.
Taxesand fees with the Regulatory Authority
Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, amounted to $129,323 million in 1H24, decreasing $19,010 million or 12.8% compared to 1H23. The decrease was mainly due to the effect of the decrease in revenues in 1H24. Taxes and fees with the Regulatory Authority represent 7.8% of revenues in 1H24 and 1H23, respectively.
The effect generated by the restatement in current currency as of June 30, 2024 included in Taxes and fees with the Regulatory Authority amounted to $17,694 million and $114,627 million in 1H24 and 1H23, respectively.
Commissionsand advertising
Commissions and advertising, amounted to $86,665 million in 1H24, decreasing $30,367 million or 25.9% compared to 1H23. The decrease is mainly due to lower charges for agent commissions, collection commissions and credit card finance charges compared to 1H23, partially offset by an increase in advertising costs.
The effect generated by the restatement in current currency as of June 30, 2024 included in Commissions and advertising amounted to $11,786 million and $90,189 million in 1H24 and 1H23, respectively.
Costof equipment
Cost of equipment, amounted to $73,847 million in 1H24, decreasing $30,408 million or 29.2% compared to 1H23. This decrease is mainly due to a 31% decrease in handsets sold compared to 1H23.
The effect generated by the restatement in current currency as of June 30, 2024 included in Cost of equipment amounted to $26,214 million and $82,327 million in 1H24 and 1H23, respectively.
VI
Programmingand content costs
Programming and content costs amounted to $93,387 million in 1H24, decreasing $15,653 million or 14.4% compared to 1H23. The decrease was mainly due to commercial efficiency, partially offset by price increases in almost all cable television signals.
The effect generated by the restatement in current currency as of June 30, 2024 included in Programming and content costs amounted to $15,330 million and $84,284 million in 1H24 and 1H23, respectively.
Baddebt expenses
Bad debt expenses amounted to $35,283 million in 1H24, decreasing $12,626 million or 26.4% compared to 1H23, representing 2.1% and 2.5% of the revenues in 1H24 and 1H23, respectively. The decrease is mainly due to continuing credit recovery actions.
The effect generated by the restatement in current currency as of June 30, 2024 included in Bad debt expenses amounted to $5,586 million and $37,415 million in 1H24 and 1H23, respectively.
Otheroperating expenses
Other operating expenses (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet capacity, among others) amounted to $76,612 million in 1H24, decreasing $16,197 million or 17.5% compared to 1H23. The decrease is mainly due to lower charges in legal claims and contingent liabilities and Postage, freight and travel expenses, partially offset by higher rental charges and energy costs.
The effect generated by the restatement in current currency as of June 30, 2024 included in Other operating expenses amounted to $10,052 million and $71,674 million in 1H24 and 1H23, respectively.
Depreciation,amortization and impairment of Fixed Assets
Depreciation, amortization and impairment of Fixed Assets amounted to $557,189 million in 1H24, a decrease of $77,744 million or 12.2 % compared to 1H23.
The variation is due to the effect of those assets that ended their useful life after June 30, 2023, partially offset by the impact of the amortization of the CAPEX subsequent to that same date.
The effect generated by the restatement in current currency as of June 30, 2024 included in depreciation, amortization and impairment of Fixed Assets amounts to $463,299 million and $594,553 million in 1H24 and 1H23, respectively.
| · | Operating loss |
|---|
Operating loss amounted to $62,097 million and $89,661 million in 1H24 and 1H23, respectively, representing a decrease of $27,564 million as compared to 1H23. Operating loss represented (3.7)% and (4.7)% of revenues in 1H24 and 1H23, respectively.
| · | Financial results, net | ||
|---|---|---|---|
| 1H24 | Variation | ||
| --- | --- | --- | --- |
| million | $ million | % | |
| Interests on borrowings | (53,122) | 6,044 | (10.2) |
| Remeasurement in borrowings | (74,013) | (83,353) | n/a |
| Foreign currency exchange gains<br> on borrowings | 1,249,112 | 1,181,531 | n/a |
| Borrowings<br> renegotiation results | - | 1,434 | n/a |
| Total<br> financial results from borrowings | 1,121,977 | 1,105,656 | n/a |
| Other foreign currency exchange<br> gains (losses) | 151,451 | 156,274 | n/a |
| Fair value gains/(losses) on financial<br> assets at fair value through profit or loss | (15,077) | 14,664 | (49.3) |
| Other interests, net | 8,221 | (1,086) | (11.7) |
| RECPAM | 77,467 | (58,799) | (43.2) |
| Other | (58,239) | (30,326) | 108.6 |
| Total<br> other financial results, net | 163,823 | 80,727 | 97.1 |
| Total<br> financial results, net | 1,285,800 | 1,186,383 | n/a |
All values are in US Dollars.
VII
Telecom incurred in a financial gain, net of $1,285,800 million in 1H24 (compared to a gain of $99,417 million in 1H23). Financial Results, net in 1H24 mainly included (i) foreign exchange gains measured in real terms of $1,400,563 million as a result of the U.S. dollar appreciating 12.8% against the Argentine Peso compared to a 79.8% inflation (compared to a gain of $62,758 million in 1H23 and 44.9% devaluation of the Argentine Peso against the U.S. dollar compared to a 50.7% inflation in 1H23) and (ii) the Inflation Adjustment Gain (Loss) (Resultado por exposición a los cambios en el poder adquisitivode la moneda, or RECPAM), which amounted to a gain of $77,467 million (compared to a gain of $136,266 million in 1H23). These effects were partially offset by (i) interest on borrowings, measured in real terms, of $53,122 million (compared to $59,166 million in 1H23). (ii) losses from remeasurement in borrowings of $74,013 million (compared to a gain of $9,340 million in 1H23), (iii) fair value losses on financial assets at fair value through profit or loss of $15,077 million (compared to a loss of $29,741 million in 1H23), and (iv) other financial results of $50,018 million (compared to $20,040 million in 1H23).
| · | Income tax benefit (expense) |
|---|
Telecom’s income tax includes the following effects: (i) the current tax payable pursuant to tax legislation applicable to Telecom, and (ii) the effect of applying the deferred tax method on temporary differences arising out of the Company’s asset and liability valuation according to tax versus financial accounting criteria, including the income tax inflation effect.
Income tax expense amounted to $361,508 million in 1H24 compared to a benefit of $139,666 million in 1H23. It includes the following effects: (i) current tax expenses, Telecom’s generated $5,538 million tax expense in 1H24 (compared to an expense of $1,575 million in 1H23), (ii) regarding the deferred tax in 1H24, Telecom recorded a deferred tax expense of $355,970 million compared to a gain of $141,241 million in 1H23.
| · | Net income |
|---|
Telecom recorded net income of $859,223 million in 1H24 as compared to net income of $146,409 million in 1H23 and represented a 51.5% of revenues as compared to 7.6% in 1H23. The increase in 1H24 compared to 1H23 was mainly due to an increase in income before income tax of $1,213,988 million, which was partially offset by a decrease in income tax benefit (expense) of $501,174 million.
Net income attributable to controlling shareholders amounted to $851,682 million in 1H24 compared to a gain of $140,561 million in 1H23.
| · | Adjusted EBITDA |
|---|
An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standard 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, Earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of property, plant and equipment (PP&E) and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.
The following table shows the reconciliation of Net income to Adjusted EBITDA:
| 1H24 | Variation | |||
|---|---|---|---|---|
| million | $ million | % | ||
| Net income | 859,223 | 146,409 | 712,814 | n/a |
| Income tax (benefit) expense | 361,508 | (139,666) | 501,174 | n/a |
| Other financial results, net | (163,823) | (83,096) | (80,727) | 97.1 |
| Financial results from borrowings | (1,121,977) | (16,321) | (1,105,656) | n/a |
| Losses from associates and joint ventures | 2,972 | 3,013 | (41) | (1.4) |
| Operating loss | (62,097) | (89,661) | 27,564 | (30.7) |
| Depreciation, amortization and impairment of Fixed Assets | 557,189 | 634,933 | (77,744) | (12.2) |
| Adjusted EBITDA | 495,092 | 545,272 | (50,180) | (9.2) |
All values are in US Dollars.
Our consolidated Adjusted EBITDA amounted to $495,092 million in 1H24, representing a decrease of $50,180 million or 9.2% as compared to 1H23. Adjusted EBITDA represented 29.7% of our total consolidated revenues in both 1H24 and 1H23, respectively.
VIII
Liquidityand Capital Resources
| · | Sources and Uses of Funds |
|---|
We expect the main sources of Telecom Argentina’s liquidity in the short term to be cash flows from Telecom Argentina’s operations and cash flows from financing from third parties, which may include accessing to domestic and international capital markets and obtaining financing from financial institutions. Telecom Argentina’s principal uses of cash flows are expected to be capital expenditures, operating expenses, dividend payments to its shareholders, payments of borrowings and for general corporate purposes. Telecom Argentina expects working capital, funds generated from operations, dividend payments from its subsidiaries and financing from third parties to be sufficient. Telecom Argentina has accessed and expects that it will be able to access the domestic and international capital markets during 2024 to refinance its outstanding debt, if necessary.
| · | Borrowings Developments during 1H24 |
|---|
The most relevant borrowings developments for the six-months period ended June 30, 2024 were the following:
| Series | Currency | Amount involved<br><br> <br>(in millions) | Issuance date | Maturity date | Amortization | Interest rate | Interest payment date |
|---|---|---|---|---|---|---|---|
| 20 | US$<br> linked | 59.7 | 06/2024 | 06/2026 | In<br> one installment at maturity date | Annual<br> fixed rate of 5.00% | Quarterly<br> basis |
| US$<br> linked | 21.6 | 06/2024 | 06/2026 | In<br> one installment at maturity date | Annual<br> fixed rate of 5.00% | Quarterly<br> basis |
For more information, see Note 11 of our unaudited condensed consolidated financial statements.
For more information, related to subsequent events to June 30, 2024 see Note 26 to the unaudited condensed consolidated financial statements.
Cash Flow
The table below summarizes, for the six-months period ended June 30, 2024 and June 30, 2023, Telecom’s consolidated cash flows.
| 1H24 | Variation | |
|---|---|---|
| million | ||
| Cash<br> flows provided by operating activities | 328,659 | (169,700) |
| Cash<br> flows used in investing activities | (234,812) | 206,402 |
| Cash<br> flows used in financing activities | (158,191) | (109,944) |
| Net<br> foreign exchange differences and RECPAM on cash and cash equivalents | (57,878) | (51,023) |
| Decrease in cash and cash equivalents | (122,222) | (124,265) |
| Cash and cash equivalents at the beginning of the year | 287,230 | 63,008 |
| Cash and cash equivalents at the end of the period | 165,008 | (61,257) |
All values are in US Dollars.
As of June 30, 2024 and June 30, 2023, we had $165,008 million and $226,265 million in cash and cash equivalents, respectively.
Cashflows provided by operating activities were $328,659 million and $498,359 million in 1H24 and 1H23, respectively.
Net cash provided by operating activities decreased $169,700 million, or (34.1)% in 1H24 compared to 1H23, primarily due to a $73,733 million increase in net loss adjusted for non-cash income and expense which was partially offset by (i) a $96,344 million decrease in net cash outflows in connection with changes in our assets and liabilities and (ii) a $377 million decrease in cash outflows used to pay income tax.
The decrease was primarily due to an increase in trade payable payments, mostly due to settlements of outstanding foreign currency payables (which was settled using government bonds also), an increase in payments of other liabilities and a decrease in cash flows related to trade receivables, partially offset by an increase in cash flows related to other receivables.
IX
Cashflows used in investing activities were $234,812 million and $441,214 million in 1H24 and 1H23, respectively.
In 1H24, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of $189,135 million and payment for investments not considered as cash and cash equivalents of $190,904 million partially offset by proceeds from sale of investments not considered as cash and cash equivalents of $146,723 million.
In 1H23, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of $201,143 million, and payment for investments not considered as cash and cash equivalents of $244,656 million partially offset by proceeds from sale of investments not considered as cash and cash equivalents of $7,070 million.
Cashflows used in financing activities were $158,191 million and $48,247 million in 1H24 and 1H23, respectively.
In 1H24, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities for $414,403 million and dividends paid to non-controlling interests in subsidiaries for $7,928 million offset by proceeds from borrowings for $264,140 million.
In 1H23, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities for $334,533 million offset by proceeds from borrowings for $286,286 million.
| · | Liquidity |
|---|
The liquidity position of Telecom is and will be significantly dependent on its operating performance, its indebtedness, capital expenditure programs and dividends from its subsidiaries, if any.
Telecom’s working capital breakdown and its main variations are disclosed below:
| As<br> of June<br> 30, 2024 | Variation | |
|---|---|---|
| million | ||
| Trade<br> receivables | 252,285 | 13,425 |
| Other<br> receivables | 52,831 | (5,577) |
| Inventories | 42,190 | (14,491) |
| Current<br> liabilities (not considering borrowings) | (702,564) | 274,033 |
| Operating working capital - negative | (355,258) | 267,390 |
| As % of Revenues | 21.3% | |
| Cash<br> and cash equivalents | 165,008 | (122,222) |
| DFI | 2,712 | (73) |
| Investments | 223,141 | 279 |
| Current<br> borrowings | (820,770) | 192,209 |
| Net Current financial liability | (429,909) | 70,193 |
| Assets<br> classified as held for sale | 1,781 | 1,781 |
| Negative working capital (current assets — current liabilities) | (783,386) | 339,364 |
| Liquidity rate (current assets / current liabilities) | 0.49 | 0.05 |
All values are in US Dollars.
Telecom has a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its suppliers (especially PP&E and Intangible asset) for longer terms than those it provides to its customers. As a result, Telecom has a negative working capital, which amounted to $783,386 million as of June 30, 2024 (decreasing $339,364 million compared to December 31, 2023).
Telecom had consolidated cash and cash equivalents amounting to $165,008 million and $287,230 million as of June 30, 2024 and December 31, 2023, respectively.
Compliancewith covenants
The Company has complied with: a) the EBITDA/ Net Interest ratio and b) the Net Debt/EBITDA ratio established in the waivers obtained in March 2024, and is also in compliance with the rest of the commitments assumed and in force on June 30, 2024.
For more information on our financial ratio waivers, see Note 11 of our unaudited condensed consolidated financial statements.
X
CapitalExpenditures
CAPEX and Rights of use assets additions composition 1H24 and 1H23 is as follows:
| 1H24 | Variation | ||
|---|---|---|---|
| million | $ million | % | |
| PP&E | 207,726 | (10,685) | (4.9) |
| Intangibles<br> assets | 16,866 | 6,682 | 65.6 |
| Total CAPEX | 224,592 | (4,003) | (1.8) |
| Rights<br> of use assets | 91,354 | 15,131 | 19.9 |
| Total CAPEX and Right of use asset additions | 315,946 | 11,128 | 3.7 |
All values are in US Dollars.
Our main CAPEX projects are related to the expansion of cable television and Internet services in order to improve the transmission and speed offered to customers; the deployment of 4G and the expansion of 5G services to support the growth of mobile Internet services, improvement of the quality service.
In terms of infrastructure, during 2024 we have continued to improve the services we provide by deploying the 4G / LTE network, together with the technological reconversion of our 2G / 3G networks to 4G and LTE, and the deployment of fiber optics to connect homes with Broadband, which also had an impact on fixed and data network. The deployment of 4G/LTE reached a coverage of 97% of urban population. Additionally, we reached a coverage of 98% of the population of major cities of Argentina. Our customers with access to our 4G network, according to the latest benchmark of June 30, 2024 carried out by Ookla, perceived a better service experience reaching average speeds of 39.9 Mbps, compared to 33.1 Mbps as of June 30, 2023. In addition, approximately 72% of the calls are made by Volte, a technology that allows making and receiving voice calls over the 4G Network with substantial improvements in audio and video quality. During 2024 we have continued with the expansion of our 5G network and are planning to reach 200 sites in 2024.
Additionally, we continued to deploy the mobile sites connectivity in order to achieve better quality and capacity, replacing radio links with high capacity fiber optics connections. Finally, the plan to connect remote and low-density areas through satellite backhaul continued.
| 3. | Telecom Group’s activities for the three-month periods ended June 30, 2024 (“2Q24”) and 2023 (“2Q23”) | ||
|---|---|---|---|
| 2Q24 | Variation | ||
| --- | --- | --- | --- |
| million | $ million | % | |
| Revenues | 856,084 | (77,754) | (8.3) |
| Operating<br> costs without depreciation, amortization and impairment of fixed assets | (606,583) | 81,118 | (11.8) |
| Depreciation,<br> amortization and impairment of fixed assets | (280,596) | 40,992 | (12.7) |
| Operating loss | (31,095) | 44,356 | (58.8) |
| Losses<br> from associates and joint ventures | (1,361) | 3,606 | n/a |
| Financial<br> results, net | 202,857 | 192,542 | n/a |
| Income (loss) before income tax | 170,401 | 240,504 | n/a |
| Income<br> tax benefit (expense) | (111,539) | (197,062) | n/a |
| Net income | 58,862 | 43,442 | n/a |
| Attributable to: | |||
| Controlling<br> Company | 54,608 | 41,706 | n/a |
| Non-controlling<br> interest | 4,254 | 1,736 | 68.9 |
| 58,862 | 43,442 | n/a | |
| Basic and diluted income per share attributable to the Controlling Company (in Argentine pesos) | 25.36 | ||
| Adjusted<br> EBITDA | 249,501 | 3,364 | 1.4 |
All values are in US Dollars.
Revenues in 2Q24 amounted to $856,084 million and operating costs (without depreciation, amortization and impairment of fixed assets) amounted to $606,583 million, therefore, adjusted EBITDA amounted to $249,501 million (equivalent to 29.1% of consolidated revenue in 2Q24 vs. 26.4% in 2Q23). Depreciation, amortization and impairment of fixed assets amounted to $280,596 million (equivalent to 32.8% of consolidated revenues) and operating loss amounted to $31,095 million (equivalent to 3.6% of consolidated revenue in 2Q24 vs. 8.1% in 2Q23).
Services revenues amounted to $799,692 million in 2Q24 -equivalent to 93.4% of consolidated revenues-, and equipment revenues amounted to $56,392 million in 2Q24 –equivalent to 6.6% of consolidated revenues.
Mobile services revenues amounted to $342,406 million in 2Q24 –equivalent to 42.8% of consolidated services revenues– which were mainly generated by customers in Argentina.
XI
Internet services revenues amounted to $218,247 million in 2Q24 –equivalent to 27.3% of consolidated services revenues.
Cable television services revenues amounted to $122,803 million in 2Q24 –equivalent to 15.4% of consolidated service revenues– and they are mainly composed of services revenues provided in Argentina and Uruguay.
Finally, Fixed and data services revenues amounted to $107,787 million in 2Q24 –equivalent to 13.5% of consolidated service revenues.
Operating costs without depreciation, amortization and impairment of fixed assets amounted to $606,583 million in 2Q24, being the main components, employee benefit expenses and severance payments (amounted to $207,318 million); fees for services, maintenance, materials and supplies (amounted to $110,363 million); taxes and fees with the Regulatory Authority (amounted to $66,838 million); Programming and content costs (amounted to $48,977 million) and commissions and advertising (amounted to $44,565 million).
Financial results, net amounted to a gain of $202,857 million in 2Q24, mainly due to net foreign exchange gains, measured in real terms, amounting to $272,548 million, the net gain on restatement in current currency amounting to $14.983 million and fair value losses on financial assets at fair value through profit or loss of $13,103 million, partially offset by, interests on borrowings amounting to $21,858 million, losses from remeasurement in borrowings amounting to $39,023 million, other taxes and bank expenses amounting to $30,665 million and other financial results amounting to $6,231 million.
Income tax gain amounted to $111,539 million in 2Q24. Therefore, Telecom Argentina obtained a net income amounting to $58,862 million in 2Q24, which represents 6.9% of consolidated revenues.
Net income attributable to the controlling shareholders amounted to $54,608 million in 2Q24.
Our consolidated Adjusted EBITDA amounted to $249,501 million in 2Q24. Adjusted EBITDA represented 28.9% of our total consolidated revenues.
The following table shows the reconciliation of Net income to Adjusted EBITDA:
| 2Q24 | ||
|---|---|---|
| million | ||
| Net income | 58,862 | 15,420 |
| Income<br> tax (benefit) expense | 111,539 | (85,523) |
| Other<br> financial results, net | (26,855) | (34,997) |
| Financial<br> results from borrowings | (176,002) | 24,682 |
| Losses<br> from associates and joint ventures | 1,361 | 4,967 |
| Operating loss | (31,095) | (75,451) |
| Depreciation,<br> amortization and impairment of Fixed Assets | 280,596 | 321,588 |
| Adjusted EBITDA | 249,501 | 246,137 |
All values are in US Dollars.
| 4. | Summary of comparative consolidated statements of financial position (in million) | ||||
|---|---|---|---|---|---|
| June 30, | |||||
| --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | 2022 | 2021 | 2020 | |
| Current<br> assets | 739,948 | 682,597 | 574,359 | 1,072,993 | 1,512,144 |
| Non-current<br> assets | 8,595,800 | 8,723,755 | 10,659,625 | 11,265,371 | 11,578,820 |
| Total assets | 9,335,748 | 9,406,352 | 11,233,984 | 12,338,364 | 13,090,964 |
| Current<br> liabilities | 1,523,334 | 1,675,941 | 1,734,631 | 1,651,446 | 2,531,481 |
| Non-current<br> liabilities | 3,084,151 | 3,226,553 | 3,529,933 | 4,345,389 | 3,604,317 |
| Total liabilities | 4,607,485 | 4,902,494 | 5,264,564 | 5,996,835 | 6,135,798 |
| Equity<br> attributable to the Controlling Company | 4,635,492 | 4,407,479 | 5,882,701 | 6,247,424 | 6,853,943 |
| Equity<br> attributable non-controlling interest | 92,771 | 96,379 | 86,719 | 94,105 | 101,223 |
| Total Equity | 4,728,263 | 4,503,858 | 5,969,420 | 6,341,529 | 6,955,166 |
| Total liabilities and equity | 9,335,748 | 9,406,352 | 11,233,984 | 12,338,364 | 13,090,964 |
| 5. | Summary of comparative consolidated income statements (in million) | ||||
| --- | --- | ||||
| 1H24 | 1H23 | 1H22 | 1H21 | 1H20 | |
| --- | --- | --- | --- | --- | --- |
| Revenues | 1,666,979 | 1,921,749 | 2,119,116 | 2,364,374 | 2,587,403 |
| Operating<br> costs | (1,729,076) | (2,011,410) | (2,187,478) | (2,294,713) | (2,301,548) |
| Operating income (loss) | (62,097) | (89,661) | (68,362) | 69,661 | 285,855 |
| Earnings<br> (losses) from associates and joint ventures | (2,972) | (3,013) | 1,152 | 1,512 | 4,254 |
| Financial<br> results, net | 1,285,800 | 99,417 | 309,897 | 244,169 | (186,515) |
| Income before income tax | 1,220,731 | 6,743 | 242,687 | 315,342 | 103,594 |
| Income<br> tax benefit (expense) | (361,508) | 139,666 | 12,647 | (337,308) | (64,925) |
| Net income (loss) | 859,223 | 146,409 | 255,334 | (21,966) | 38,669 |
| Other<br> comprehensive loss, net of tax | (161,428) | (3,657) | (21,798) | (28,273) | (20,977) |
| Total comprehensive income (loss) | 697,795 | 142,752 | 233,536 | (50,239) | 17,692 |
| Attributable<br> to Controlling Company | 738,239 | 137,124 | 233,165 | (48,121) | 17,228 |
| Attributable<br> to non-controlling interest | (40,444) | 5,628 | 371 | (2,118) | 464 |
XII
| 6. | Summary of comparative consolidated statements of cash flow (in million) | ||||
|---|---|---|---|---|---|
| 1H24 | 1H23 | 1H22 | 1H21 | 1H20 | |
| --- | --- | --- | --- | --- | --- |
| Net<br> cash flows provided by operating activities | 328,659 | 498,359 | 606,808 | 739,976 | 932,629 |
| Net<br> cash flows used in investing activities | (234,812) | (441,214) | (586,657) | (774,491) | (464,995) |
| Net<br> cash flows used in financing activities | (158,191) | (48,247) | (48,447) | (40,905) | (92,214) |
| Net<br> foreign exchange differences and RECPAM on cash and cash equivalents | (57,878) | (6,855) | (15,820) | (13,962) | 21,170 |
| Total cash and cash equivalents (used) provided during the period | (122,222) | 2,043 | (44,116) | (89,382) | 396,590 |
| 7. | Statistical data (in physical units in index-term) | ||||
| --- | --- | ||||
| 06.30.24 | 06.30.23 | 06.30.22 | 06.30.21 | 06.30.20 | |
| --- | --- | --- | --- | --- | --- |
| Mobile<br> telephony services lines | 23.6 | 22.9 | 22.3 | 21.4 | 21.0 |
| Internet<br> Access (ii) | 4.4 | 4.3 | 4.5 | 4.4 | 4.2 |
| Cable<br> TV Subscribers | 3.3 | 3.4 | 3.5 | 3.5 | 3.5 |
| Fixed<br> telephony services lines | 2.8 | 2.9 | 3.1 | 3.2 | 3.2 |
| 8. | Consolidated ratios | ||||
| --- | --- | ||||
| 06.30.24 | 06.30.23 | 06.30.22 | 06.30.21 | 06.30.20 | |
| --- | --- | --- | --- | --- | --- |
| Liquidity<br> (1) | 0.49 | 0.41 | 0.33 | 0.65 | 0.60 |
| Solvency<br> (2) | 1.03 | 0.92 | 1.13 | 1.06 | 1.13 |
| Locked-up<br> capital (3) | 0.92 | 0.93 | 0.95 | 0.91 | 0.88 |
| 1) | Current<br> assets/Current liabilities. | ||||
| --- | --- | ||||
| 2) | Total<br> equity/Total liabilities. | ||||
| 3) | Non-current<br> assets/Total assets. | ||||
| 9. | Trend information | ||||
| --- | --- |
As part of the ICT industry, Telecom is a driving force in Argentina's digital economy. It plays a significant role in developing essential digital solutions for Economy 4.0 and has a considerable impact on the lives of individuals and communities. “Industry 4.0” refers to technological advancement focused on producing solutions focused on interconnectivity, automation, real-time data based on artificial intelligence, data analytics and IoT, through the adoption of 4.0 technologies.
We offer valuable connections, enhance digital life, encourage talent development, and create innovative products and services that make us Argentina's leading technology company.
We have navigated the first part of 2024 alongside the emergence of a new national government, in a socio-economic context that remains complex, where the main macro and microeconomic variables present significant challenges to the Company's sustainability. We trust that there will be an intensified trend toward inflation deceleration and exchange rate stability, as well as the regularization of conditions for the acquisition of technological equipment.
We believe that there will be a trend towards inflation deceleration and stability in the exchange rate, as well as regularization in the conditions for the purchase of technological equipment.
Telecom remains committed to its customers by offering the best comprehensive ecosystem of digital, connectivity, and entertainment services, essential pillars for the digital life of individuals and organizations. To ensure business viability, the Company remains focused on achieving an optimal balance between its revenues and costs through an operational efficiency plan and a balance between pricing policies, maintaining commercial promotions, and adapting to the highly competitive market.
This commitment is also reflected in the continuation of the investment plan that Telecom has maintained over the past few years for the transformation of its systems and infrastructure, which are central pillars of its digital transformation, as well as for the development of new services and solutions, crucial for the evolution of our customers.
We connect the country with the best technology available worldwide. We continue to expand the fiber optic network to bring high-speed connections to every corner of the country, enhancing services both inside and outside the home. We also focus our efforts on growing digital platforms such as Flow and Personal Pay, Telecom's digital wallet, which continue to expand their customer base.
XIII
Personal 5G, the first 5G network in the country, continues to grow with new mobile sites in the main cities of Argentina. The deployment of this technology targets areas with the highest concentration of compatible devices, with planning aligned to the evolution of demand, taking into account the intensive and dollarized investments required by this new technology. The objective is to expand business opportunities and create value for industries, cities, entrepreneurs, and individuals. The 5G standard not only represents a technological evolution but will also be a great enabler of innovation and technological development worldwide, a pillar of industrial transformation, and a factor of economic competitiveness as the value chain of this ecosystem develops and new businesses are generated.
From a regulatory perspective, on April 10, 2024, through Decree No. 302/24, the National Government repealed Decree No. 690/20, enacted in August 2020, which had declared ICT Services as essential public services and limited, among other things, free competition and the freedom to set prices. The repeal of the Decree reduces the uncertainty that the ICT Services industry has been experiencing in recent years. This first measure of the National Government towards the ICT industry generates positive expectations regarding the demands that the sector has been making, and keeps us attentive to the regulatory developments of this new stage in Argentina.
The Company's digital transformation is key to evolving the business model we are developing based on the opportunities offered by the platformization of services and regional positioning, initially focusing on Paraguay, Uruguay, and Chile.
Deepening this strategic objective, Telecom leads the GSMA Open Gateway initiative in Argentina, which drives innovation and digital development in the country by generating new businesses through the standardization and monetization of network assets. Just one year after joining this initiative, we have launched two anti-fraud service applications, we are developing more, and we have partnered with the company Intraway to continue driving this new business paradigm along with mobile operators in Latin America.
In line with our purpose, we will continue to promote the growth of the digital economy, the expansion of talent and supporting the evolution of variables such as energy efficiency and the circular economy, which today are pillars of Telecom's sustainable management. We continue to build the future and be the leading choice of our customers.
| Carlos Moltini |
|---|
| Chairman of the Board of Directors |
XIV
UNAUDITEDSELECTED FINANCIAL DATA
(In millions of Argentine pesos in current currency - except per share data in Argentine pesos in current currency)
FinancialStatements – Application of Accounting Standards
We prepared our audited consolidated financial statements as of December 31, 2023 and 2022 and for our fiscal years ended December 31, 2023, 2022 and 2021 (our “Annual Financial Statements”) in Pesos in current currency as of December 31, 2023 and in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board (IFRS). Our Annual Financial Statements are included in Item 18 of our 2023 20-F.
We prepared our unaudited condensed consolidated financial statements as of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023 (our “Q2 2024 Unaudited Financial Statements”) in Pesos in current currency as of June 30, 2024 and in accordance with IAS 34 “Interim Financial Reporting”. Our Q2 2024 Unaudited Financial Statements do not include all the information and disclosures required in our Annual Financial Statements and should be read in conjunction with them. Our results for the six-months period ended June 30, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024, or any future period. Our Q2 2024 Unaudited Financial Statements are included elsewhere herein.
We refer to our Annual Financial Statements and our Q2 2024 Unaudited Financial Statements together as our “Financial Statements”.
FinancialStatements – Application of IAS 29 “Financial Reporting in Hyperinflationary Economies” (“IAS 29”)
IAS 29 requires for financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, whether they are based on a historical cost approach or a current cost approach, to be stated in terms of the measuring unit current at the end of the reporting year/ period. This requirement also includes the comparative information of the financial statements. In general terms, by applying to non-monetary items the change in a general price index from the date of acquisition or the date of revaluation, as appropriate, to the end of the reporting period.
In order to determine whether an economy is categorized as a high inflation economy under IAS 29, the standard details several factors to be assessed, including the existence of a cumulative inflation rate over six years approaching, or exceeding, 100%.
The table below shows the evolution of the indexes as of June 30, 2024 and December 31, 2023, 2022 and 2021, respectively.
| As of December 31, 2021 | As of December 31, 2022 | As of December 31, 2023 | As of<br><br> <br>June 30,<br><br> <br>2024 | |
|---|---|---|---|---|
| National<br> Consumer Price Index (National CPI) (December 2016=100) | 582.46 | 1,134.59 | 3,533.19 | 6,351.71 |
| Variation in Prices | ||||
| Annual | 50.9% | 94.8% | 211.4% | 271.5% |
| Accumulated<br> six months | n/a | n/a | n/a | 79.8% |
Our Annual Financial Statements have been measured in terms of current pesos as of December 31, 2023 applying the guidance in IAS 29. Our Q2 2024 Unaudited Financial Statements have been measured in terms of current pesos as of June 30, 2024 applying the guidance in IAS 29.
We have not recast our Annual Financial Statements to measure them in terms of current pesos as of June 30, 2024, the most recent financial period for which consolidated financial statements are available. Therefore, the Annual Financial Statements and the Q2 2024 Unaudited Financial Statements are not comparable.
We have included herein supplemental selected financial data for the years ended December 31, 2023, 2022 and 2021 recast in Pesos in current currency as of June 30, 2024, the most recent financial period for which financial statements are available. We believe the presentation of this supplemental selected financial data helps to bridge a reader to better understand the impact the inflation for the six-month period ended June 30, 2024 would have had on the Annual Financial Statements should they had been presented on a comparative basis together with the Unaudited Interim Consolidated Financial Statements. The inflation rate in Argentina for the six-month period ended June 30, 2024 was 79.77%.
The following tables summarize selected statements of financial position as of December 31, 2022, income statement data and cash flow data for the years ended December 31, 2023, 2022 and 2021 recast in Pesos in current currency as of June 30, 2024, the most recent financial period for which financial statements are available. The statements of financial position as of December 31, 2023 recast in Pesos in current currency as of June 30, 2024 is included in the Q2 2024 Unaudited Financial Statements as the comparative information to June 30, 2024.
Supplementalselected consolidated statements of financial position data recast in millions of Pesos in current currency as of June 30, 2024
| As of December 31, 2022 | |
|---|---|
| $ million | |
| Current<br> assets | 632,492 |
| Assets | 9,679,235 |
| Current<br> liabilities | 1,614,039 |
| Liabilities | 5,130,355 |
| Equity | 4,548,880 |
| Liabilities and Equity | 9,679,235 |
Supplementalselected consolidated income statement data recast in millions of Pesos - exceptper share data in Pesos - in current currency as of June 30, 2024
| For<br> the years ended December 31, | ||
|---|---|---|
| 2023 | 2021 | |
| million | ||
| Revenues | 3,701,701 | 4,640,011 |
| Employee<br> benefit expenses and severance payments | (924,862) | (1,001,332) |
| Interconnection<br> and transmission costs | (109,289) | (166,430) |
| Fees<br> for services maintenance materials and supplies | (465,103) | (539,045) |
| Taxes<br> and fees with the Regulatory Authority | (284,381) | (357,063) |
| Commissions<br> and advertising | (216,809) | (265,995) |
| Cost<br> of equipment and handsets | (199,688) | (228,583) |
| Programming<br> and content costs | (208,846) | (315,692) |
| Bad<br> debt expenses | (80,272) | (87,053) |
| Other<br> operating expenses | (170,856) | (230,990) |
| Depreciation<br> amortization and impairment of Fixed Assets | (1,266,429) | (1,478,221) |
| Operating loss | (224,834) | (30,393) |
| Earnings<br> (losses) from associates and joint ventures | (3,394) | 4,311 |
| Finance<br> costs | (1,140,311) | 312,977 |
| Other<br> financial results net | 311,575 | 184,826 |
| Income (loss) before income tax | (1,056,964) | 471,721 |
| Income<br> tax benefit (expense) | 608,094 | (363,330) |
| Net income (loss) for the year | (448,870) | 108,391 |
All values are in US Dollars.
| For<br> the years ended December 31, | ||
|---|---|---|
| 2023 | 2021 | |
| million | ||
| Attributable to: | ||
| Controlling<br> Company | (463,328) | 94,488 |
| Non-controlling<br> interest | 14,458 | 13,903 |
| (448,870) | 108,391 | |
| Earnings per share for income (loss) attributable to the Controlling Company-Basic and diluted | (215.1) | 43.9 |
| Adjusted<br> EBITDA (*) | 1,041,595 | 1,447,828 |
All values are in US Dollars.
(*) Adjusted EBITDA is a non-GAAP measure, for further information on the use of adjusted EBITDA, see “Adjusted EBITDA” in our “Operating and financial review and prospects as of June 30, 2024”.
Reconciliation of net income (loss) to Adjusted EBITDA
| For<br> the years ended December 31, | ||
|---|---|---|
| 2023 | 2021 | |
| million | ||
| Net income (loss) for the year | (448,870) | 108,391 |
| Income<br> tax benefit (expense) | (608,094) | 363,330 |
| Other<br> financial results, net | (311,575) | (184,826) |
| Finance<br> costs | 1,140,311 | (312,977) |
| Earnings<br> (losses) from associates and joint ventures | 3,394 | (4,311) |
| Operating loss | (224,834) | (30,393) |
| Depreciation,<br> amortization and impairment of Fixed Assets | 1,266,429 | 1,478,221 |
| Adjusted EBITDA | 1,041,595 | 1,447,828 |
All values are in US Dollars.
Supplementalselected consolidated statement of cash flow data recast in millions of Pesos in current currency as of June 30, 2024
| For<br> the years ended December 31, | ||
|---|---|---|
| 2023 | 2021 | |
| million | ||
| Cash<br> flows provided by operating activities | 1,110,452 | 1,418,040 |
| Cash<br> flows used in investing activities | (1,067,323) | (1,255,364) |
| Cash<br> flows used in financing activities | (129,508) | (221,331) |
| Net<br> foreign exchange differences and RECPAM on cash and cash equivalents | 149,388 | (29,844) |
| Increase/ (Decrease) in cash and cash equivalents | 63,009 | (88,499) |
| Cash and cash equivalents at the beginning of the year | 224,222 | 304,959 |
| Cash and cash equivalents at the end of the year | 287,231 | 216,460 |
All values are in US Dollars.
The management’s discussion and analysis on the results of operations and liquidity included in our 20-F for the year ended December 31, 2023 continue to be applicable.
CORPORATEINFORMATION
BYMA
| Market<br> quotation (/share) | Volume of shares | |
|---|---|---|
| Quarter | High | traded (in millions) |
| 2Q23 | 687.45 | 7.0 |
| 3Q23 | 959.80 | 11.9 |
| 4Q23 | 1,752.45 | 10.6 |
| 1Q24 | 2,073.15 | 8.5 |
| 2Q24 | 2,191.65 | 10.9 |
All values are in US Dollars.
NYSE*
| Market<br> quotation (US/ADR) | Volume of ADRs | |
|---|---|---|
| Quarter | High | traded (in millions) |
| 2Q23 | 6.72 | 6.5 |
| 3Q23 | 6.43 | 8.0 |
| 4Q23 | 8.64 | 11.0 |
| 1Q24 | 7.97 | 8.7 |
| 2Q24 | 9.65 | 15.9 |
All values are in US Dollars.
* Calculated at 1 ADR = 5 shares.
| • | INVESTOR RELATIONS for information about Telecom Argentina S.A., please contact: |
|---|---|
| In Argentina | |
| --- | |
| Telecom<br> Argentina S.A. | |
| Investor<br> Relations Division | |
| General<br> Hornos 690 | |
| (1272)<br> Autonomous City of Buenos Aires | |
| Argentina | |
| https://inversores.telecom.com.ar/ar/es/contacto.html | |
| Outside Argentina | |
| --- | |
| JPMorgan<br> Chase Bank N.A. | |
| 383<br> Madison Avenue, Floor 11. | |
| New<br> York, NY10179<br><br> <br>Attn:<br> Depositary Receipts Group<br><br> <br>Tel:<br> +1 212 622 5935 | |
| • | INTERNET http://institucional.telecom.com.ar/inversores/ |
| --- | --- |
| • | DEPOSIT AND TRANSFER AGENT FOR ADSs |
| --- | --- |
| JPMorgan<br> Chase Bank N.A. | |
| --- | |
| 383<br> Madison Avenue, Floor 11 | |
| New<br> York, NY10179 | |
| Attn:<br> Depositary Receipts Group<br><br> <br>adr@jpmorgan.com<br> – www.adr.com |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Telecom Argentina S.A. | ||||
|---|---|---|---|---|
| Date: | August 15, 2024 | By: | /s/<br> Luis Fernando Rial Ubago | |
| Name: | Luis Fernando Rial Ubago | |||
| Title: | Responsible for Market Relations |