Central Puerto(CEPU) - 2018 Q4 - Annual Report

Part I Key Information 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 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$) | 2018 (in thousands of Ps.) | 2017 (in thousands of Ps.) | 2016 (in thousands of Ps.) | | :--- | :--- | :--- | :--- | :--- | | Revenues | 378,392 | 14,265,370 | 9,638,568 | 7,044,039 | | Operating income | 808,922 | 30,496,311 | 4,173,086 | 3,323,478 | | Net income for the year | 455,849 | 17,185,438 | 5,262,445 | 1,378,542 | | Total Assets | 1,518,828 | 57,259,866 | 34,348,994 | 30,398,781 | | Total Equity | 873,444 | 32,928,854 | 17,031,535 | 13,676,029 | - Financial statements for periods ending on or after July 1, 2018, are restated under IAS 29 due to Argentina's hyperinflationary economy, resulting in a Ps. 4,036 million loss on net monetary position in 2018[27][47][88] | Year | Period-end Exchange Rate (Ps. per US$) | | :--- | :--- | | 2016 | 15.8900 | | 2017 | 18.6490 | | 2018 | 37.7000 | Risk Factors 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][70][79] - 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][145][151] - 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][187][164] - 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][211][215] Information of the Company 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 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] - Significant expansion occurred on October 1, 2014, through a merger adding the Piedra del Águila hydroelectric complex and Luján de Cuyo thermal plant[259][261] - In January 2015, the company acquired non-controlling equity interests in gas distributors DGCU (22.49%) and DGCE (39.69%)[266] - Effective January 5, 2018, Central Puerto sold the La Plata plant for US$31.5 million, with results now reported as discontinued operations[284] Business overview 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][262] | 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] - The company has a significant growth pipeline, including co-generation and renewable projects, aiming to add over 659 MW of new capacity[180][324][326] - Significant non-controlling investments in Ecogas gas distributors (DGCU 22.49%, DGCE 39.69%) represented 5.88% of net income in 2018[313] Organizational structure 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][788] - The company holds significant non-controlling equity interests in Ecogas gas distribution companies and FONINVEMEM power plant operators[787][788] Property, plants and equipment 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] Operating and Financial Review and Prospects 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 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] - A one-time income of Ps. 11,017 million was recognized in 2018 from the CVO receivables update, revaluing long-standing CAMMESA receivables[293][895] - 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][928] Liquidity and Capital Resources 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][995] - Receivables from CAMMESA, a key liquidity component, totaled Ps. 26.98 billion as of December 31, 2018, including FONINVEMEM and CVO program receivables[964][971] - 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][986] Trend Information 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] - 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] - 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][1024] - The option to purchase its own fuel (since November 2018) offers margin improvement potential, dependent on CAMMESA reference prices and fuel market conditions[1027][1028] Contractual Obligations 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][1033] - 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] - 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] Directors, Senior Management and Employees 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][1046] - 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][1341] - The company has a Supervisory Committee of three syndics and three alternates, overseeing corporate governance and compliance as required by Argentine law[1105] - As of December 31, 2018, the company had 803 employees, with the majority affiliated with unions and covered by collective bargaining agreements[1123][1124] Shareholders and Related Party Transactions 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] - 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][1145][1146] Financial Information 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][1155][1156] - 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][1159] - 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][1168] - 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] The Offer and Listing 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][1178] - 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][1179] Additional Information 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 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] - Shareholders have preemptive rights to subscribe to new shares during capital increases, as mandated by Argentine Corporate Law[1210] - 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][1217] Exchange Controls 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][1226] - Since December 2015, many restrictions have been lifted, including the elimination of the mandatory deposit and minimum stay period for foreign financial debt[1228] - Effective July 1, 2017, Communication "A" 6244 established a more flexible foreign exchange regime, easing market access while retaining unified reporting requirements[1230][1237] Taxation 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][1255][1260] - 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] - 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][1276] - 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] Quantitative and Qualitative Disclosures about Market Risk 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][1314] - 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][1317] - 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][1330] Description of Securities Other Than Equity Securities 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] - The depositary bank may reimburse Central Puerto for ADR program expenses; the company received US$1,066,706.10 on January 18, 2019[1334] Controls and Procedures 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][1338] - Based on the COSO 2013 framework, management believes the company maintained effective internal control over financial reporting as of December 31, 2018[1340] - 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] Corporate Governance 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] - 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][1357][1358] - The company's Audit Committee complies with SEC Rule 10A-3 and applicable NYSE independence requirements[1361] - The company adopted a Code of Business Conduct for all personnel, updated in 2018 to comply with Argentina's Corporate Criminal Liability Law[1342] Financial Statements 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] - The independent auditor's report was issued by Pistrelli, Henry Martin y Asociados S.R.L. (Ernst & Young Global), providing an unqualified opinion[1382][1386] - 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][1451]