Central Puerto(CEPU)

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Central Puerto(CEPU) - 2020 Q4 - Annual Report
2021-04-25 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 i FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________. OR ☐ SHELL COMPANY REPORT PURS ...
Central Puerto(CEPU) - 2020 Q4 - Earnings Call Transcript
2021-03-16 19:37
Central Puerto S.A (NYSE:CEPU) Q4 2020 Earnings Conference Call March 16, 2021 10:00 AM ET Company Participants Jorge Rauber - Chief Executive Officer Milagros Grande - Financial Management Fernando Bonnet - Chief Operating Officer Nicolas Macchi - Investor Relations Conference Call Participants Frank McGann - Bank of America Operator Good morning, and welcome to the Central Puerto conference call following the results announcement for the quarter ended on December 31, 2020. [Operator Instructions] Please n ...
Central Puerto(CEPU) - 2020 Q2 - Earnings Call Transcript
2020-08-27 19:19
Central Puerto S.A. (NYSE:CEPU) Q2 2020 Results Conference Call August 27, 2020 10:00 AM ET Company Participants Jorge Rauber - Chief Executive Officer Fernando Bonnet - Chief Operating Officer Milagros Grande - Financial Manager Tomas Daghlian - Investor Relations Officer Conference Call Participants Frank McGann - Bank of America Ezequiel Fernandez - Balanz Capital Operator Good morning and welcome to the Central Puerto Conference Call following the results announcement for the Quarter-ended on June 30, 2 ...
Central Puerto(CEPU) - 2020 Q1 - Earnings Call Transcript
2020-05-28 18:54
Central Puerto S.A. (NYSE:CEPU) Q1 2020 Earnings Conference Call May 28, 2020 10:00 AM ET Company Participants Jorge Rauber - CEO Fernando Bonnet - CFO Milagros Grande - Financial Manager Tomas Daghlian - IR Officer Conference Call Participants Ezequiel Fernández - Balanz Capital Frank McGann - Bank of America Merrill Lynch Antonella Rapuano - Santander Operator Good morning, and welcome to the Central Puerto Conference Call following the results announcement for the quarter ended on March 31, 2020. All par ...
Central Puerto(CEPU) - 2019 Q4 - Annual Report
2020-04-27 23:27
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | --- | --- | |--------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------| | | Washington, D.C. 20549 | | | FORM 20-F | | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) | OF THE SECURITIES EXCHANGE ACT OF 1934 | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE For | OR ACT OF 1934 the fiscal yea ...
Central Puerto(CEPU) - 2019 Q4 - Earnings Call Transcript
2020-03-11 20:36
Financial Data and Key Metrics Changes - Revenues increased by 52% to Ps. 11.4 billion in Q4 2019 compared to Ps. 7.5 billion in Q4 2018, driven by increased sales under contracts and contributions from new plants [18][24] - Adjusted EBITDA rose to approximately Ps. 4.2 billion in Q4 2019, up from Ps. 2.9 billion in Q4 2018, reflecting a 22% increase in gross profit [22][24] - Consolidated net income was Ps. 1.3 billion in Q4 2019, compared to Ps. 1 billion in Q4 2018, impacted by higher financial expenses [23] Business Line Data and Key Metrics Changes - Energy generation during Q4 2019 was 4.1 terawatt hours, an 18% increase from Q4 2018, attributed to a 17% rise in hydro generation and renewable units [12] - Thermal unit generation increased by 46%, benefiting from new wind farms and the Brigadier López plant [13] Market Data and Key Metrics Changes - The company reported a 92% availability rate for thermal units, 3 percentage points higher than Q4 2018, indicating a competitive advantage [15] - 100% of energy from new projects has been contracted directly with large users at prices set in U.S. dollars [14] Company Strategy and Development Direction - The company expanded its installed capacity by 12% in 2019, including thermal and renewable energy projects [7] - Ongoing projects include the Terminal 6 and Lorenzo Project II, expected to add 330 megawatts, with a completion date set for September 2020 [9] - The company is also focusing on renewable energy projects, with the La Genoveva I wind farm expected to add 88 megawatts [11] Management Comments on Operating Environment and Future Outlook - Management highlighted potential delays in project timelines due to the coronavirus outbreak affecting suppliers [11] - The company anticipates a reduction in legacy EBITDA of 15% due to regulatory changes impacting pricing structures [27] Other Important Information - The financial statements for 2019 include inflation adjustments per International Accounting Standard number 29, affecting comparability with previous periods [17] - The company reported net cash provided by operating activities of Ps. 11.9 billion in 2019, with significant cash flow from financial activities related to expansion projects [25] Q&A Session Summary Question: Clarification on EBITDA impact - Frank McGann inquired about the mention of a 40% to 50% reduction, which referred to the impact on Energía Base EBITDA, estimated at around $38 million [30]
Central Puerto(CEPU) - 2019 Q3 - Earnings Call Transcript
2019-11-12 21:03
Central Puerto SA (NYSE:CEPU) Q3 2019 Earnings Conference Call November 12, 2019 12:00 PM ET Company Participants Jorge Rauber - CEO & Vice Chairman of the Board Fernando Bonnet - CFO Conference Call Participants Frank McGann - Bank of America Merrill Lynch Operator Good morning, and welcome to the Central Puerto conference call following the results announcement for the quarter ended on September 30, 2019. [Operator Instructions]. Please note this event is being recorded. If you do not have a copy of the p ...
Central Puerto(CEPU) - 2019 Q2 - Earnings Call Transcript
2019-08-13 22:28
Central Puerto S.A. ADR (NYSE:CEPU) Q2 2019 Results Earnings Conference Call August 13, 2019 1:00 PM ET Company Participants Jorge Rauber - CEO Tomás Daghlian - IR Conference Call Participants Frank McGann - Bank of America Ezequiel Fernández - CrediCorp Arthur Byrnes - Deltec Asset Management Operator Good morning, and welcome to the Central Puerto Conference Call following the results announcement for the quarter ended on June 30, 2019. All participants will be in listen-only mode. [Operator Instructions] ...
Central Puerto(CEPU) - 2019 Q1 - Earnings Call Transcript
2019-05-14 21:48
Central Puerto S.A. ADR (NYSE:CEPU) Q1 2019 Earnings Conference Call May 14, 2019 1:00 PM ET Company Participants Jorge Rauber - CEO Tomás Daghlian - IR Conference Call Participants Frank McGann - Bank of America Merrill Lynch Operator Good afternoon, good morning, and welcome to the Central Puerto Conference Call following the results for the announcement of the Quarter Ended on March 31, 2018. All participants will be in a listen-only mode. [Operator Instructions] Please also note today's event is being r ...
Central Puerto(CEPU) - 2018 Q4 - Annual Report
2019-04-30 12:04
Part I [Key Information](index=9&type=section&id=Item%203.%20Key%20Information) This section provides an overview of Central Puerto's financial performance, capital structure, and key risks, including restated financial data and detailed risk factors [Selected Financial Data](index=9&type=section&id=Item%203.A.%20Selected%20Financial%20Data) Selected consolidated financial data for 2016-2018 is presented, restated for hyperinflation under IAS 29, showing growth and currency depreciation | | **2018 (in thousands of US$)** | **2018 (in thousands of Ps.)** | **2017 (in thousands of Ps.)** | **2016 (in thousands of Ps.)** | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | 378,392 | 14,265,370 | 9,638,568 | 7,044,039 | | **Operating income** | 808,922 | 30,496,311 | 4,173,086 | 3,323,478 | | **Net income for the year** | 455,849 | 17,185,438 | 5,262,445 | 1,378,542 | | **Total Assets** | 1,518,828 | 57,259,866 | 34,348,994 | 30,398,781 | | **Total Equity** | 873,444 | 32,928,854 | 17,031,535 | 13,676,029 | - Financial statements for periods ending on or after July 1, 2018, are restated under IAS 29 due to Argentina's hyperinflationary economy, resulting in a **Ps. 4,036 million loss on net monetary position** in 2018[27](index=27&type=chunk)[47](index=47&type=chunk)[88](index=88&type=chunk) | Year | Period-end Exchange Rate (Ps. per US$) | | :--- | :--- | | 2016 | 15.8900 | | 2017 | 18.6490 | | 2018 | 37.7000 | [Risk Factors](index=12&type=section&id=Item%203.D.%20Risk%20Factors) The company faces significant risks from Argentina's volatile economy, heavy sector regulation, operational challenges, and limitations on shareholder rights - **Risks Relating to Argentina:** Performance is highly dependent on Argentina's volatile economy, marked by **47.6% inflation** and a **2.5% GDP decrease in 2018**, alongside political uncertainty[65](index=65&type=chunk)[70](index=70&type=chunk)[79](index=79&type=chunk) - **Risks Relating to the Electric Power Sector:** Heavy regulation, potential tariff reductions (e.g., Resolution SRRyME No. 1/19), and significant counterparty risk with CAMMESA (**90.91% of 2018 revenues**) pose challenges[136](index=136&type=chunk)[145](index=145&type=chunk)[151](index=151&type=chunk) - **Risks Relating to Our Business:** Key risks include potential non-renewal of the HPDA Concession Agreement (Piedra del Águila plant, **16.66% of 2018 revenues**), construction delays, and aging equipment failures[180](index=180&type=chunk)[187](index=187&type=chunk)[164](index=164&type=chunk) - **Risks Relating to our Shares and ADSs:** Difficulties enforcing U.S. judgments, Argentine exchange controls affecting dividend repatriation, and less defined shareholder rights under local law are concerns[210](index=210&type=chunk)[211](index=211&type=chunk)[215](index=215&type=chunk) [Information of the Company](index=31&type=section&id=Item%204.%20Information%20of%20the%20Company) This section details Central Puerto's corporate history, business operations, organizational structure, and physical assets, including strategic developments and an overview of the Argentine electric power sector [History and development of the Company](index=35&type=section&id=Item%204.A%20History%20and%20development%20of%20the%20Company) Central Puerto, incorporated in 1992, expanded through strategic mergers, acquisitions of gas distributors, and the sale of the La Plata thermal plant - The company was incorporated in **1992** as part of the privatization of Servicios Eléctricos del Gran Buenos Aires (SEGBA)[255](index=255&type=chunk) - Significant expansion occurred on **October 1, 2014**, through a merger adding the Piedra del Águila hydroelectric complex and Luján de Cuyo thermal plant[259](index=259&type=chunk)[261](index=261&type=chunk) - In **January 2015**, the company acquired non-controlling equity interests in gas distributors DGCU (**22.49%**) and DGCE (**39.69%**)[266](index=266&type=chunk) - Effective **January 5, 2018**, Central Puerto sold the La Plata plant for **US$31.5 million**, with results now reported as discontinued operations[284](index=284&type=chunk) [Business overview](index=38&type=section&id=Item%204.B%20Business%20overview) Central Puerto is a major Argentine power generator with **3,810 MW** installed capacity, diversified assets, significant 'Energía Base' revenue, and a strong growth pipeline - As of December 31, 2018, Central Puerto had an installed capacity of **3,810 MW** and generated **14,479 net GWh**, representing approximately **17.0%** of private sector power in Argentina[286](index=286&type=chunk)[262](index=262&type=chunk) | Power Plant | Location | Installed Capacity (MW) | Technology | | :--- | :--- | :--- | :--- | | Puerto Complex | City of Buenos Aires | 1,714 | Steam turbines, Combined cycle | | Luján de Cuyo plant | Province of Mendoza | 509 | Steam/gas turbines, co-gen | | Piedra del Águila plant | Neuquén/Río Negro | 1,440 | Hydroelectric | | La Castellana I wind farm | Province of Buenos Aires | 99 | Wind turbines | | Achiras I wind farm | Province of Córdoba | 48 | Wind turbines | | **Total** | | **3,810** | | - In 2018, **97.68%** of electric energy sales were under the Energía Base framework, accounting for **73.06% of revenues**, with tariffs decreased by Resolution SRRyME No. 1/19 since March 2019[301](index=301&type=chunk) - The company has a significant growth pipeline, including co-generation and renewable projects, aiming to add over **659 MW** of new capacity[180](index=180&type=chunk)[324](index=324&type=chunk)[326](index=326&type=chunk) - Significant non-controlling investments in Ecogas gas distributors (DGCU **22.49%**, DGCE **39.69%**) represented **5.88% of net income** in 2018[313](index=313&type=chunk) [Organizational structure](index=124&type=section&id=Item%204.C%20Organizational%20structure) Central Puerto operates through subsidiaries like Proener and CP Renovables, and holds non-controlling interests in Ecogas and FONINVEMEM plant operators - The organizational structure includes wholly-owned and majority-owned subsidiaries like CP Renovables S.A. for renewable energy and Proener S.A.U. for fuel commercialization[787](index=787&type=chunk)[788](index=788&type=chunk) - The company holds significant non-controlling equity interests in Ecogas gas distribution companies and FONINVEMEM power plant operators[787](index=787&type=chunk)[788](index=788&type=chunk) [Property, plants and equipment](index=124&type=section&id=Item%204.D%20Property%2C%20plants%20and%20equipment) As of December 31, 2018, PP&E had a net book value of **Ps. 22.57 billion**, primarily electric power facilities and construction in progress, all located in Argentina | Main Item | Value as of Dec 31, 2018 (in thousands of Ps.) | | :--- | :--- | | Lands and buildings | 2,250,690 | | Electric power facilities | 6,242,660 | | Wind turbines | 3,441,847 | | Gas turbines | 5,311,940 | | Construction in progress | 5,120,717 | | Others | 199,564 | | **Total** | **22,567,418** | - All company property, plant, and equipment is located in Argentina and primarily used for electric power generation[789](index=789&type=chunk) [Operating and Financial Review and Prospects](index=125&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes Central Puerto's 2016-2018 financial condition and operating results, detailing the impact of hyperinflation, revenue, costs, liquidity, and future outlook [Operating Results](index=125&type=section&id=Item%205.A%20Operating%20Results) Operating results were significantly impacted by hyperinflation and peso devaluation; revenues grew **48%** to **Ps. 14.27 billion** in 2018, with operating income surging due to a one-time gain | (in thousands of Ps.) | **2018** | **2017** | **2016** | | :--- | :--- | :--- | :--- | | **Revenues** | 14,265,370 | 9,638,568 | 7,044,039 | | **Gross income** | 7,778,672 | 4,439,419 | 2,063,813 | | **Operating income** | 30,496,311 | 4,173,086 | 3,323,478 | | **Net income for the year** | 17,185,438 | 5,262,445 | 1,378,542 | - Revenues from continuing operations increased by **48.0% in 2018**, driven by tariff increases, peso devaluation impact on U.S. dollar revenues, and new wind farm operations[930](index=930&type=chunk) - A one-time income of **Ps. 11,017 million** was recognized in 2018 from the CVO receivables update, revaluing long-standing CAMMESA receivables[293](index=293&type=chunk)[895](index=895&type=chunk) - The company recognized a **Ps. 4,036 million loss on net monetary position** in 2018, compared to **Ps. 152 million** in 2017, due to IAS 29 hyperinflationary accounting[813](index=813&type=chunk)[928](index=928&type=chunk) [Liquidity and Capital Resources](index=149&type=section&id=Item%205.B%20Liquidity%20and%20Capital%20Resources) Liquidity is driven by operations and financing; as of December 31, 2018, cash was **Ps. 230 million**, with **Ps. 26.98 billion** in CAMMESA receivables and **Ps. 8.69 billion** total indebtedness | (in thousands of Ps.) | **2018** | **2017** | **2016** | | :--- | :--- | :--- | :--- | | **Net cash from operating activities** | 3,706,026 | 3,662,667 | 3,042,475 | | **Net cash used in investing activities** | (5,070,325) | (3,281,233) | (2,929,970) | | **Net cash (used in) provided by financing** | 687,412 | (341,788) | (636,002) | - As of December 31, 2018, the company had cash and cash equivalents of **Ps. 229.95 million** and total indebtedness of **Ps. 8.69 billion**[963](index=963&type=chunk)[995](index=995&type=chunk) - Receivables from CAMMESA, a key liquidity component, totaled **Ps. 26.98 billion** as of December 31, 2018, including FONINVEMEM and CVO program receivables[964](index=964&type=chunk)[971](index=971&type=chunk) - Capital expenditures in 2018 amounted to **Ps. 6.96 billion**, primarily for Luján de Cuyo, Terminal 6 San Lorenzo co-generation plants, and wind farms[981](index=981&type=chunk)[986](index=986&type=chunk) [Trend Information](index=156&type=section&id=Item%205.D%20Trend%20Information) Future performance is expected from new capacity additions, but faces uncertainty from tariff reductions and CAMMESA payment delays, while own fuel purchase offers margin improvement potential - Future performance is expected to benefit from new capacity additions, including Luján de Cuyo co-generation (Q4 2019) and Terminal 6 San Lorenzo and La Genoveva I projects (Q2 2020)[1014](index=1014&type=chunk) - Energy tariffs face uncertainty; Resolution SRRyME No. 1/19 reduced Energía Base tariffs in March 2019, despite long-term government plans to reduce subsidies[1016](index=1016&type=chunk) - CAMMESA experienced payment delays for Energía Base transactions in early 2019, though RenovAr PPA payments were timely; the company is negotiating **US$78.15 million** in overdue CVO Agreement installments[1021](index=1021&type=chunk)[1024](index=1024&type=chunk) - The option to purchase its own fuel (since November 2018) offers margin improvement potential, dependent on CAMMESA reference prices and fuel market conditions[1027](index=1027&type=chunk)[1028](index=1028&type=chunk) [Contractual Obligations](index=159&type=section&id=Item%205.F%20Contractual%20Obligations) As of December 31, 2018, the company has significant contractual obligations for debt, maintenance, fuel, and construction, balanced by substantial long-term power and steam sales agreements - Major payment obligations include IIC-IFC loans for wind farms, long-term thermal plant maintenance contracts, and natural gas commitments for new co-generation projects[1032](index=1032&type=chunk)[1033](index=1033&type=chunk) - The company has committed capital expenditures of **Ps. 4.27 billion** for renewable energy projects and **Ps. 8.88 billion** for San Lorenzo and Luján de Cuyo thermal plants[1032](index=1032&type=chunk) - The company has significant future sales obligations from long-term contracts, with expected revenue of **Ps. 59.28 billion** from electric power and **Ps. 22.78 billion** from steam sales[1037](index=1037&type=chunk) [Directors, Senior Management and Employees](index=160&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This section details the Board of Directors, senior management, Audit Committee, and Supervisory Committee, along with employee numbers and collective bargaining agreements - The Board of Directors comprises **11 directors and 11 alternate directors** appointed for one-year terms, with Osvaldo Arturo Reca as Chairman[1040](index=1040&type=chunk)[1046](index=1046&type=chunk) - The Audit Committee consists of **three independent members**, compliant with SEC Rule 10A-3 and NYSE standards, with Mr. Miguel Dodero as the financial expert[1097](index=1097&type=chunk)[1341](index=1341&type=chunk) - The company has a Supervisory Committee of **three syndics and three alternates**, overseeing corporate governance and compliance as required by Argentine law[1105](index=1105&type=chunk) - As of December 31, 2018, the company had **803 employees**, with the majority affiliated with unions and covered by collective bargaining agreements[1123](index=1123&type=chunk)[1124](index=1124&type=chunk) [Shareholders and Related Party Transactions](index=172&type=section&id=Item%207.%20Shareholders%20and%20Related%20Party%20Transactions) This section discloses major shareholders and related party transactions, including a management assistance agreement and a shareholders' agreement for CP Renovables S.A | Beneficial Owner | % of shares (as of April 15, 2019) | | :--- | :--- | | Guillermo Pablo Reca | 11.64% | | Plusener S.A. | 10.44% | | Argentine Government | 8.25% | | Eduardo José Escasany | 5.12% | - The company has a management assistance agreement with related party RMPE Asociados S.A. for administrative services, paying **Ps. 159.90 million** in 2018[1142](index=1142&type=chunk) - A shareholders' agreement for CP Renovables S.A. with minority shareholder Guillermo Pablo Reca (**29.81%**) governs transfers, grants minority rights, and includes purchase/sale options[1144](index=1144&type=chunk)[1145](index=1145&type=chunk)[1146](index=1146&type=chunk) [Financial Information](index=175&type=section&id=Item%208.%20Financial%20Information) This section covers legal proceedings, dividend policy, and significant post-reporting events, including tax disputes, a cash dividend in May 2018, and a **US$56 million** loan for the Luján de Cuyo project - The company is pursuing legal actions to recover income tax paid for 2009-2012, arguing for inflation adjustment, with a **Ps. 495.4 million** provision for a 2014 tax dispute[1154](index=1154&type=chunk)[1155](index=1155&type=chunk)[1156](index=1156&type=chunk) - The company lacks a formal dividend policy; a cash dividend of **Ps. 1,417.6 million** was paid in May 2018, with future dividends dependent on earnings and financial condition[1158](index=1158&type=chunk)[1159](index=1159&type=chunk) - Subsequent to year-end, the company was awarded the Brigadier López Power Plant bid, but the acquisition did not close due to unsatisfied conditions[1165](index=1165&type=chunk)[1168](index=1168&type=chunk) - In March 2019, the company secured a **US$56 million** loan from KfW to finance two gas turbines for the Luján de Cuyo co-generation project[1169](index=1169&type=chunk) [The Offer and Listing](index=177&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section details Central Puerto's securities trading markets, with common shares on BYMA and ADSs on NYSE, both under the symbol "CEPU" - The company's common shares are listed on the Bolsas y Mercados Argentinos S.A. (BYMA) under the symbol **"CEPU"**[1177](index=1177&type=chunk)[1178](index=1178&type=chunk) - Since **February 2, 2018**, the company's American Depositary Shares (ADSs) have been listed on the New York Stock Exchange (NYSE) under the symbol **"CEPU"**[1177](index=1177&type=chunk)[1179](index=1179&type=chunk) [Additional Information](index=137&type=section&id=Item%2010.%20Additional%20Information) This section provides supplementary details on corporate structure, regulatory environment, and tax considerations, including bylaws, exchange controls, and U.S./Argentine tax implications [Memorandum and articles of association](index=178&type=section&id=Item%2010.B.%20Memorandum%20and%20articles%20of%20association) This subsection details key provisions of the company's bylaws and Argentine Corporate Law, covering corporate purpose, board structure, shareholder rights, and the mandatory tender offer regime - The company's corporate purpose broadly covers energy sector activities, including electric power generation, hydrocarbon exploration, and biofuel production[1192](index=1192&type=chunk) - Shareholders have preemptive rights to subscribe to new shares during capital increases, as mandated by Argentine Corporate Law[1210](index=1210&type=chunk) - The company is subject to a mandatory tender offer (OPA) regime, triggered by acquiring a **"significant share" (35% or more)** of its voting stock[1214](index=1214&type=chunk)[1217](index=1217&type=chunk) [Exchange Controls](index=183&type=section&id=Item%2010.D%20Exchange%20Controls) This subsection outlines the evolution of Argentina's foreign exchange regulations, from strict controls post-2002 to significant easing since December 2015, establishing a more flexible regime - Argentina has a history of strict foreign exchange controls, notably post-2002 crisis and from **2011 to 2015**, limiting access to the official market (MULC)[1225](index=1225&type=chunk)[1226](index=1226&type=chunk) - Since **December 2015**, many restrictions have been lifted, including the elimination of the mandatory deposit and minimum stay period for foreign financial debt[1228](index=1228&type=chunk) - Effective **July 1, 2017**, Communication "A" 6244 established a more flexible foreign exchange regime, easing market access while retaining unified reporting requirements[1230](index=1230&type=chunk)[1237](index=1237&type=chunk) [Taxation](index=185&type=section&id=Item%2010.E%20Taxation) This subsection summarizes U.S. federal and Argentine tax considerations for shareholders, covering dividends, capital gains, PFIC status, and various Argentine taxes - **U.S. Tax:** For U.S. Holders, dividends may be taxed as "qualified dividends," gains as capital gains; the company does not believe it is a PFIC[1252](index=1252&type=chunk)[1255](index=1255&type=chunk)[1260](index=1260&type=chunk) - **Argentine Dividend Tax:** Dividends from 2018-2019 profits face a **7% withholding tax** for non-residents, increasing to **13%** for profits earned from 2020 onwards[1265](index=1265&type=chunk) - **Argentine Capital Gains Tax:** Gains from ADSs or publicly traded shares sold by non-residents from cooperative jurisdictions are exempt from Argentine income tax[1275](index=1275&type=chunk)[1276](index=1276&type=chunk) - **Argentine Personal Assets Tax:** The company is subject to a **0.25%** Personal Assets Tax on behalf of foreign shareholders, levied on proportional net worth, with reimbursement rights[1281](index=1281&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=193&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details the company's market, credit, and liquidity risks, highlighting mitigated foreign currency risk, CAMMESA credit concentration, and liquidity management strategies - **Foreign Currency Risk:** Exposure to ARS/USD fluctuations is largely mitigated as most income is U.S. dollar-denominated, hedging against U.S. dollar debt and expenditures[1313](index=1313&type=chunk)[1314](index=1314&type=chunk) - **Credit Risk:** Primary risk is with CAMMESA; payment cycles improved post-2016 but saw delays for Energía Base in early 2019, though RenovAr PPA payments were timely[1316](index=1316&type=chunk)[1317](index=1317&type=chunk) - **Liquidity Risk:** The company manages liquidity to support its business strategy; as of December 31, 2018, financial liabilities had spread maturities across short and long-term periods[1329](index=1329&type=chunk)[1330](index=1330&type=chunk) [Description of Securities Other Than Equity Securities](index=196&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20Than%20Equity%20Securities) This section describes fees and charges for ADS holders, including issuance, cancellation, and distribution fees, with potential reimbursements from the depositary bank | Service | Fee | | :--- | :--- | | Issuance of ADSs | Up to U.S. 5¢ per ADS issued | | Cancellation of ADSs | Up to U.S. 5¢ per ADS cancelled | | Distribution of cash dividends | Up to U.S. 5¢ per ADS held | | ADS Services | Up to U.S. 5¢ per ADS held on the applicable record date(s) | - ADS holders are responsible for additional charges including taxes, registration fees, currency conversion expenses, and other depositary bank fees[1332](index=1332&type=chunk) - The depositary bank may reimburse Central Puerto for ADR program expenses; the company received **US$1,066,706.10** on January 18, 2019[1334](index=1334&type=chunk) [Controls and Procedures](index=198&type=section&id=Item%2015.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and internal control over financial reporting as of December 31, 2018, with no material changes reported - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of **December 31, 2018**[1337](index=1337&type=chunk)[1338](index=1338&type=chunk) - Based on the COSO 2013 framework, management believes the company maintained effective internal control over financial reporting as of **December 31, 2018**[1340](index=1340&type=chunk) - As an Emerging Growth Company (EGC), an attestation report from the registered public accounting firm on internal control over financial reporting is not required[1340](index=1340&type=chunk) [Corporate Governance](index=199&type=section&id=Item%2016.G%20Corporate%20Governance) As a foreign private issuer, Central Puerto follows Argentine corporate governance, differing from NYSE standards in board independence and committee structure, but complies with Audit Committee requirements - As a foreign private issuer, the company follows Argentine corporate governance practices, which differ from NYSE standards for U.S. domestic issuers[1350](index=1350&type=chunk) - Significant differences from NYSE standards include a non-majority independent board and absence of dedicated nominating and compensation committees; director compensation is set at the annual shareholders' meeting[1351](index=1351&type=chunk)[1357](index=1357&type=chunk)[1358](index=1358&type=chunk) - The company's Audit Committee complies with SEC Rule 10A-3 and applicable NYSE independence requirements[1361](index=1361&type=chunk) - The company adopted a Code of Business Conduct for all personnel, updated in **2018** to comply with Argentina's Corporate Criminal Liability Law[1342](index=1342&type=chunk) [Financial Statements](index=203&type=section&id=Item%2018.%20Financial%20Statements) This section presents audited consolidated financial statements for 2016-2018, prepared under IFRS and audited by Ernst & Young, with all periods restated for hyperinflation under IAS 29 - The report includes audited consolidated financial statements for the years ended **December 31, 2018, 2017, and 2016**, prepared in conformity with IFRS[1382](index=1382&type=chunk) - The independent auditor's report was issued by Pistrelli, Henry Martin y Asociados S.R.L. (Ernst & Young Global), providing an unqualified opinion[1382](index=1382&type=chunk)[1386](index=1386&type=chunk) - Financial statements have been restated under IAS 29 due to Argentina's hyperinflationary economy, with all figures stated in the current measurement unit as of **December 31, 2018**[1450](index=1450&type=chunk)[1451](index=1451&type=chunk)