UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the month of November 2023
Commission
File Number: 001-13464
Telecom
Argentina S.A.
(Translation
of registrant’s name into English)
General
Hornos, No. 690, 1272
Buenos
Aires, 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:
Telecom Argentina S.A.
TABLE OF CONTENTS
Item
TELECOM
ARGENTINA S.A.
Unaudited Condensed Consolidated Financial Statements
as of September 30, 2023
General Hornos 690
(1272) Ciudad Autónoma de Buenos Aires
Argentina
TELECOM ARGENTINA
S.A.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2023 AND 2022
INDEX
TELECOM ARGENTINA
S.A.
Glossary of 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.
AFIP (Administración
Federal de Ingresos Públicos): The Argentine federal tax authority.
BYMA (Bolsas
y Mercados Argentinos): Buenos Aires Stock Exchange.
CAPEX: Capital
expenditures.
CNV (Comisión
Nacional de Valores): The Argentine National Securities Commission.
Company/Telecom
Argentina: Telecom Argentina S.A.
CPCECABA (Consejo
Profesional de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires): The Professional Council of Economic
Sciences of the City of Buenos Aires.
CVH:
Cablevisión Holding S.A., controlling company of Telecom 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 shareholder.
fintech:
Financial technology services.
Fixed Assets:
Includes PP&E, Intangible assets, Goodwill and Rights of use assets.
IAS:
International Accounting Standards.
IASB:
International Accounting Standards Board.
ICT Services
(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.
IFRS:
International Financial Reporting Standards, as issued by the International Accounting Standards Board.
INDEC (Instituto
Nacional de estadísticas y censos): The National Institute of statistics and cense.
La Capital 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”.
Micro Sistemas/Pem/Cable
Imagen/AVC Continente Audiovisual/Inter Radios/Personal Smarthome/ NYS2/NYSSA: 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.
MULC (Mercado
Único y Libre de Cambios): The Argentine Single and Free Exchange Market.
NYSE: New
York Stock Exchange.
OPHC: Name corresponding
to company Open Pass Holding Corporation that is a joint venture of Telecom.
PEN (Poder Ejecutivo Nacional): The
executive branch of the Argentine government.
PP&E: Properties,
plant and equipment.
RECPAM (Resultado
por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).
RMB:
Official currency of Popular Republic of China.
RT:
Technical resolutions issued by the FACPCE.
TELECOM ARGENTINA
S.A.
RT 26:
Technical resolution No, 26 issued by the FACPCE, amended by RT29 and RT43.
Telecom: Telecom Argentina and its consolidated
subsidiaries.
Telecom USA/Núcleo/Personal
Envíos/Tuves Paraguay/Televisión Dirigida/Adesol/Opalker/Ubiquo: 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. and Ubiquo Chile Spa, 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 BCRA.
VLG:
VLG S.A.U. (formerly VLG Argentina LLC), a company that was a shareholder of the Company and controlled by CVH. During 2023
it was merged and absorbed by CVH.
TELECOM ARGENTINA
S.A.
CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
(In millions of Argentine pesos in current currency - Note 1.d)
|
|
September 30, |
December 31, |
ASSETS |
Note |
2023 |
2022 |
Current
Assets |
|
|
|
Cash
and cash equivalents |
2 |
98,175 |
81,366 |
Investments |
2 |
38,986 |
17,010 |
Trade
receivables |
3 |
70,678 |
76,417 |
Other
receivables |
4 |
27,064 |
39,690 |
Inventories |
5 |
21,988 |
13,099 |
Assets
classified as held for sale |
|
1,940 |
1,938 |
Total
current assets |
|
258,831 |
229,520 |
Non-Current
Assets |
|
|
|
Trade
receivables |
3 |
107 |
240 |
Other
receivables |
4 |
4,276 |
3,391 |
Deferred
income tax assets |
13 |
6,580 |
5,022 |
Investments |
2 |
15,763 |
13,088 |
Goodwill |
6 |
1,005,267 |
1,005,104 |
PP&E |
7 |
1,472,850 |
1,610,567 |
Intangible
assets |
8 |
487,726 |
517,643 |
Right
of use assets |
9 |
133,951 |
127,847 |
Total
non-current assets |
|
3,126,520 |
3,282,902 |
TOTAL
ASSETS |
|
3,385,351 |
3,512,422 |
LIABILITIES |
|
|
|
Current
Liabilities |
|
|
|
Trade
payables |
10 |
172,136 |
181,327 |
Borrowings |
11 |
287,513 |
272,956 |
Salaries
and social security payables |
12 |
56,216 |
76,491 |
Income
tax payables |
13 |
335 |
637 |
Other
taxes payables |
14 |
23,596 |
20,175 |
Leases
liabilities |
15 |
16,369 |
18,694 |
Other
liabilities |
16 |
11,673 |
10,077 |
Provisions |
17 |
4,430 |
5,350 |
Total
current liabilities |
|
572,268 |
585,707 |
Non-Current
Liabilities |
|
|
|
Trade
payables |
10 |
508 |
647 |
Borrowings |
11 |
639,624 |
680,206 |
Salaries
and social security payables |
12 |
3,486 |
5,580 |
Deferred
income tax liabilities |
13 |
445,514 |
520,499 |
Other
taxes payables |
14 |
15 |
90 |
Leases
liabilities |
15 |
32,952 |
40,010 |
Other
liabilities |
16 |
5,185 |
5,302 |
Provisions |
17 |
21,675 |
23,676 |
Total
non-current liabilities |
|
1,148,959 |
1,276,010 |
TOTAL
LIABILITIES |
|
1,721,227 |
1,861,717 |
EQUITY
|
|
|
|
Equity
attributable to Controlling Company |
|
1,629,889 |
1,617,772 |
Equity
attributable to non-controlling interest |
|
34,235 |
32,933 |
TOTAL
EQUITY(See Consolidated Statements of Changes in Equity) |
|
1,664,124 |
1,650,705 |
TOTAL
LIABILITIES AND EQUITY |
|
3,385,351 |
3,512,422 |
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
TELECOM ARGENTINA
S.A.
CONSOLIDATED
INCOME STATEMENTS
(In millions of Argentine pesos in current currency, except per share
data in Argentine pesos in current currency - Note 1.d)
|
|
Three-month
period
ended September 30, |
|
Nine-month
period
ended September 30, |
|
Note |
2023 |
2022 |
|
2023 |
2022 |
Revenues |
21 |
333,403 |
353,226 |
|
1,030,771 |
1,122,215 |
Employee
benefit expenses and severance payments |
22 |
(80,471) |
(99,247) |
|
(248,038) |
(275,145) |
Interconnection
and transmission costs |
|
(9,647) |
(11,132) |
|
(30,120) |
(34,727) |
Fees
for services, maintenance, materials and supplies |
22 |
(42,912) |
(45,376) |
|
(129,610) |
(134,637) |
Taxes
and fees with the Regulatory Authority |
22 |
(25,669) |
(27,225) |
|
(79,496) |
(86,430) |
Commissions
and advertising |
|
(19,919) |
(23,164) |
|
(62,388) |
(66,078) |
Cost
of equipment and handsets |
22 |
(16,849) |
(15,611) |
|
(54,681) |
(51,815) |
Programming
and content costs |
|
(18,319) |
(21,842) |
|
(57,888) |
(70,436) |
Bad
debt expenses |
3 |
(6,389) |
(9,313) |
|
(23,774) |
(28,072) |
Other
operating expenses |
22 |
(13,743) |
(13,284) |
|
(47,422) |
(52,865) |
Depreciation,
amortization and impairment of Fixed Assets |
22 |
(117,979) |
(621,398) |
|
(348,385) |
(881,183) |
Operating
loss |
|
(18,494) |
(534,366) |
|
(51,031) |
(559,173) |
Earnings
from associates and joint ventures |
2 |
(85) |
397 |
|
(1,178) |
815 |
Debt
financial results |
23 |
2,051 |
24,913 |
|
7,974 |
97,543 |
Other
financial results, net |
23 |
23,384 |
41,643 |
|
53,538 |
81,469 |
Income
(loss) before income tax |
|
6,856 |
(467,413) |
|
9,303 |
(379,346) |
Income
tax benefit (expense) |
13 |
25,179 |
(14,830) |
|
75,861 |
(10,241) |
Net
income (loss) for the period |
|
32,035 |
(482,243) |
|
85,164 |
(389,587) |
|
|
|
|
|
|
|
Attributable
to: |
|
|
|
|
|
|
Controlling
Company |
|
30,297 |
(483,719) |
|
81,304 |
(392,863) |
Non-controlling
interest |
|
1,738 |
1,476 |
|
3,860 |
3,276 |
|
|
32,035 |
(482,243) |
|
85,164 |
(389,587) |
|
|
|
|
|
|
|
Earnings
per share for income (loss) attributable to the Controlling Company - Basic and diluted |
1.c |
14.07 |
(224.60) |
|
37.75 |
(182.41) |
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.
TELECOM ARGENTINA
S.A.
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(In millions of Argentine pesos in current currency - Note 1.d)
|
Three-month
period
ended September 30, |
|
Nine-month
period
ended September 30, |
|
2023 |
2022 |
|
2023 |
2022 |
|
|
|
|
|
|
Net
income (loss) for the period |
32,035 |
(482,243) |
|
85,164 |
(389,587) |
|
|
|
|
|
|
Other
comprehensive income - Items that may reclassified to profit or loss |
|
|
|
|
|
Currency
translation adjustments (no effect on Income Tax) |
423 |
(6,967) |
|
(1,359) |
(15,079) |
DFI
effects classified as hedges |
493 |
709 |
|
1,197 |
996 |
Income
Tax effects on DFI classified as hedges and others |
(189) |
(370) |
|
(437) |
(455) |
Other
comprehensive income (loss), net of tax |
727 |
(6,628) |
|
(599) |
(14,538) |
|
|
|
|
|
|
Total
comprehensive income (loss) for the period |
32,762 |
(488,871) |
|
84,565 |
(404,125) |
|
|
|
|
|
|
Attributable
to: |
|
|
|
|
|
Controlling
Company |
30,879 |
(488,438) |
|
80,639 |
(403,827) |
Non-controlling
interest |
1,883 |
(433) |
|
3,926 |
(298) |
|
32,762 |
(488,871) |
|
84,565 |
(404,125) |
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
TELECOM
ARGENTINA S.A.
CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY
(In millions of Argentine pesos in current currency - Note
1.d)
|
Owners contribution |
Reserves |
|
|
Outstanding
shares |
Inflation adjustment
|
Contributed
Surplus |
Legal |
Special reserve
for IFRS
implementation |
Facultative
(2) |
Other
comprehensive
income (loss) |
Retained
earnings |
Equity
attributable
to controlling
company |
Equity
attributable
to non-
controlling
interest |
Total
Equity |
Capital nominal
value
(1) |
Balances as of January 1, 2022 |
2,154 |
558,784 |
1,440,906 |
31,665 |
12,202 |
118,679 |
(56,347) |
34,012 |
2,142,055 |
33,919 |
2,175,974 |
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2022: |
|
|
|
|
|
|
|
|
|
|
|
- Reserves constitution |
- |
- |
- |
1,616 |
- |
32,673 |
- |
(34,289) |
- |
- |
- |
- Reserves reallocation |
- |
- |
(60,497) |
- |
- |
60,497 |
- |
- |
- |
- |
- |
Dividends (3) |
- |
- |
- |
- |
- |
(91,943) |
- |
- |
(91,943) |
- |
(91,943) |
Dividends to non-controlling shareholders (4) |
- |
- |
- |
- |
- |
- |
(277) |
277 |
- |
(2,583) |
(2,583) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
- |
- |
- |
- |
- |
- |
- |
(392,863) |
(392,863) |
3,276 |
(389,587) |
Other comprehensive loss |
- |
- |
- |
- |
- |
- |
(10,964) |
- |
(10,964) |
(3,574) |
(14,538) |
Total Comprehensive loss |
- |
- |
- |
- |
- |
- |
(10,964) |
(392,863) |
(403,827) |
(298) |
(404,125) |
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of September 30, 2022 |
2,154 |
558,784 |
1,380,409 |
33,281 |
12,202 |
119,906 |
(67,588) |
(392,863) |
1,646,285 |
31,038 |
1,677,323 |
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of January 1, 2023 |
2,154 |
558,784 |
1,380,409 |
33,281 |
12,202 |
119,906 |
(66,750) |
(422,214) |
1,617,772 |
32,933 |
1,650,705 |
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023 |
|
|
|
|
|
|
|
|
|
|
|
- Specific loss allocation (1) |
- |
- |
(556,486) |
- |
- |
|
- |
556,486 |
- |
- |
- |
- Reserves constitution (1) |
- |
- |
- |
- |
- |
134,272 |
- |
(134,272) |
- |
- |
- |
Dividends (3) |
- |
- |
- |
- |
- |
(68,137) |
- |
- |
(68,137) |
- |
(68,137) |
Dividends to non-controlling shareholders (4) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(2,622) |
(2,622) |
Subsidiary acquisition (5) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(2) |
(2) |
Subsidiary call option (6) |
- |
- |
- |
- |
- |
- |
(385) |
- |
(385) |
- |
(385) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
Net income for the period |
- |
- |
- |
- |
- |
- |
- |
81,304 |
81,304 |
3,860 |
85,164 |
Other comprehensive income (loss) |
- |
- |
- |
- |
- |
- |
(665) |
- |
(665) |
66 |
(599) |
Total Comprehensive income (loss) |
- |
- |
- |
- |
- |
- |
(665) |
81,304 |
80,639 |
3,926 |
84,565 |
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of September 30, 2023 |
2,154 |
558,784 |
823,923 |
33,281 |
12,202 |
186,041 |
(67,800) |
81,304 |
1,629,889 |
34,235 |
1,664,124 |
(1) See Note 20 to these unaudited condensed consolidated financial
statements.
(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) to these unaudited condensed
consolidated financial statements.
(4) Correspond to Nucleo’s Shareholders.
(5) Correspond to Ubiquo’s acquisition.
See Note 1.a) to these unaudited condensed consolidated financial statements.
(6) This operation represents
a transaction between controlling and non-controlling stockholders related to the extension of the purchase option of Adesol's special
purpose entities. Therefore, the payments made by the subsidiary Adesol were recognized directly in "Other comprehensive income (loss)"
within equity attributable to controlling company.
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
TELECOM ARGENTINA
S.A.
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In millions of Argentine pesos in current
currency – Note 1.d)
|
|
Nine-month period
ended September 30, |
|
Note |
2023 |
2022 |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES |
|
|
|
Net income (loss) for the period |
|
85,164 |
(389,587) |
Adjustments to reconcile net income to net cash flows provided by operating activities |
|
|
|
Allowances deducted from assets |
|
23,318 |
39,855 |
Depreciation of PP&E |
7 |
272,202 |
306,086 |
Amortization of intangible assets |
8 |
42,053 |
42,972 |
Amortization of rights of use assets |
9 |
34,207 |
31,954 |
Impairment of Goodwill |
|
- |
495,484 |
Disposals of Fixed Assets and consumption of materials |
|
225 |
9,350 |
Earnings from associates and joint ventures |
2.a |
1,178 |
(815) |
Financial results and others |
|
(82,214) |
(184,418) |
Income tax |
13 |
(75,861) |
10,241 |
Income tax paid (*) |
|
(2,086) |
(15,429) |
Net increase in assets |
2.b |
(108,822) |
(71,256) |
Net increase in liabilities |
2.b |
116,108 |
36,907 |
Total cash flows from operating activities |
|
305,472 |
311,344 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES |
|
|
|
PP&E acquisitions |
|
(119,178) |
(173,315) |
Intangible asset acquisitions |
|
(12,309) |
(8,480) |
Acquisition of shareholdings |
|
(1,472) |
(827) |
Proceeds from dividends |
2.b |
612 |
503 |
Proceeds from the sale of PP&E and intangible assets |
|
282 |
727 |
Net investments acquisitions not considered as cash and cash equivalents |
|
(98,779) |
(90,157) |
Total cash flows used in investing activities |
|
(230,844) |
(271,549) |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES |
|
|
|
Proceeds from borrowings |
2.b |
170,872 |
179,060 |
Payment of borrowings |
2.b |
(105,284) |
(122,603) |
Payment of interests and related expenses |
2.b |
(100,458) |
(75,468) |
Payments of leases liabilities |
15 |
(21,274) |
(11,295) |
Payments of dividends |
2.b |
(2,622) |
(2,495) |
Total cash flows used in financing activities |
|
(58,766) |
(32,801) |
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
15,862 |
6,994 |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR |
|
81,366 |
78,547 |
NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS |
|
947 |
(7,072) |
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
|
98,175 |
78,469 |
(*) |
Nine-month period
ended September 30, |
|
2023 |
2022 |
Corresponding to Controlling Company |
(432) |
(13,832) |
Corresponding to subsidiaries |
(1,654) |
(1,597) |
|
(2,086) |
(15,429) |
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.
TELECOM ARGENTINA
S.A.
NOTES TO THE UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2023 AND 2022
(*)
(In millions of Argentine pesos in current
currency, except as otherwise indicated)
INDEX
(*) By convention the definitions used in the notes
are in the Glossary of Terms.
TELECOM
ARGENTINA S.A.
NOTE 1 –
BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES
| a) | Basis of preparation and significant accounting policies |
As required by the CNV, the unaudited condensed
consolidated financial statements of the Company have been prepared in accordance with RT 26 of FACPCE (and its amendments), which adopted
IFRS as issued by the IASB, standards also adopted by the CPCECABA.
For the preparation
of these unaudited condensed consolidated financial statements, the Company has elected to make use of the option provided by IAS 34
and has prepared them in its condensed form. 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,
2022, which can be consulted at the Company´s website (https://institucional.telecom.com.ar/inversores/informacionfinanciera.html).
Therefore, these unaudited condensed consolidated financial statements were prepared following the same accounting policies as in the
most recent annual financial statements, including in addition, the application of IAS 28 for joint ventures in accordance with the acquisition
of OPHC during April 2023 (see Notes 2.a) and 26). This standard also applies to investment in associates and, therefore, was descripted
in the annual consolidated financial statements as of December 31, 2022.
These unaudited condensed consolidated financial
statements were prepared including in the consolidation process the following companies:
Company |
Main Activity |
Country |
Telecom Argentina's direct /
indirect interest in capital stock
and votes |
Núcleo (f) |
Mobile telecommunications Services |
Paraguay |
67.50% |
Personal Envíos |
Mobile financial services |
Paraguay |
67.50% |
Tuves Paraguay |
Distribution of television and audio signals direct to home services |
Paraguay |
67.50% |
Micro Sistemas |
Services related to the use of electronic payment media |
Argentina |
100.00% |
Pem |
Investment |
Argentina |
100.00% |
Cable Imagen |
Closed-circuit television |
Argentina |
100.00% |
Televisión Dirigida |
Cable television services |
Paraguay |
100.00% |
Adesol (a) |
Holding |
Uruguay |
100.00% |
AVC Continente Audiovisual |
Broadcasting services |
Argentina |
100.00% |
Inter Radios |
Broadcasting services |
Argentina |
100.00% |
Telecom USA |
Telecommunication services |
USA |
100.00% |
Personal Smarthome (b) |
Security solutions and services |
Argentina |
100.00% |
NYS2 (b) (e) |
ICT services and Audiovisual Communication Services |
Argentina |
100.00% |
Opalker |
Cybersecurity and related services |
Uruguay |
100.00% |
NYSSA (c) |
Internet Services |
Argentina |
100.00% |
Ubiquo (d) |
Cybersecurity services and products |
Chile |
95.00% |
| (a) | Includes the 100% interest in Telemas S.A., which holds interests in the following special-purpose entities:
Audomar S.A., Bersabel S.A., Dolfycor S.A., Reiford S.A., Space Energy S.A., Tracel S.A. and Visión Satelital S.A. |
| (b) | As of September 30, 2023 is a dormant entity. |
| (c) | Company acquired on June 1, 2022. |
| (d) | Company indirectly acquired by the subsidiary Opalker on June 20, 2023, for a total amount of US$0.2
million ($69 million in current currency as of September 30, 2023). A goodwill of $144 million was recognized related to this transaction.
This acquisition allows the Company to move forward in its regional expansion model with cybersecurity solutions. |
| (e) | In May 2023, the company changed its name from “Personal Smart Security S.A.U.” to “NYS2
S.A.U.” and modified its main activity to ICT Services and Audiovisual Communication Services”. On October 18, 2023,
ENACOM granted it the "license to provide ICT Services, whether fixed or mobile, wired or wireless, domestic or international, with
or without its own infrastructure. |
| (f) | On October 17, 2023, Núcleo's Board of Directors approved the pre-commitment agreement for
the merger by absorption with Tuves Paraguay, which was approved by the Extraordinary Shareholders' Meeting on November 2, 2023. |
The preparation of these
unaudited condensed consolidated financial statements in accordance with IFRS 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 were prepared in current currency as of September 30, 2023 (see item d) on an accrual basis of accounting (except for
the statement of cash flows).
The figures as of December 31,
2022 and for the three and nine-month periods ended on September 30, 2022, 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 September 30, 2023. 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.
TELECOM
ARGENTINA S.A.
These unaudited condensed
consolidated financial statements as of September 30, 2023, were approved by resolution of the Board of Directors’ meeting
held on November 9, 2023.
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.
The Executive Committee and the Chief Executive
Officer (“CEO”) are responsible for controlling recourses and for the economic and financial performance of Telecom and have
a strategic and operational vision of Telecom as a single business unit in Argentina, 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 to costs, they are
not specifically appropriate to a type of service, considering that the Company has a single payroll and operating expenses that affect
all services in general (non-specific). On the other hand, decisions on CAPEX affect all the types of services provided by Telecom in
Argentina and not specifically to one of them. Based on what was previously described, it was defined that the Company has a single segment
of operations in Argentina.
Additionally, Telecom, through Micro Sistemas,
develops activities in the fintech industry in Argentina, which are not analyzed as a separate segment by the Executive Committee and
the CEO, who analyze the consolidated information of companies in Argentina, taking into account that, as of September 30, 2023,
activities of Micro Sistemas are not significant and do not exceed any of the quantitative thresholds identified under IFRS to qualify
as reportable segments. The Executive Committee and the CEO will continue to monitor the evolution of this business to assess its eventual
consideration as a separate reportable segment provided it complies with the requirements established by IFRS to that effect.
Telecom carries out activities abroad (Paraguay,
United States of America, Uruguay and Chile). These operations are not analyzed as a separate segment by the Executive Committee and the
CEO, who analyze the consolidated information of companies in Argentina and abroad (in current currency as of the date of each transaction),
considering that the activities of foreign companies are not significant for Telecom. Operations carried out abroad by Telecom do not
meet the aggregation criteria established by the standard to be grouped within the "Services rendered 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 abroad segments".
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 taxes, financial results, Earnings (losses) from associates and joint ventures, 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 nine-month periods ended September 30, 2023 and 2022.
Consolidated Income Statement as of September 30,
2023
|
Services
rendered in
Argentina |
Services
rendered in
Argentina –
Inflation
restatement |
Services
rendered in
Argentina
restated for
inflation |
Other
abroad
segments |
Other
abroad
segments –
Inflation
restatement |
Other
abroad
segments
restated for
inflation |
Eliminations |
Total |
Revenues
|
685,240 |
279,494 |
964,734 |
50,510 |
19,834 |
70,344 |
(4,307) |
1,030,771 |
Operating
costs without depreciation, amortization and impairment of Fixed Assets |
(489,493) |
(207,264) |
(696,757) |
(29,371) |
(11,596) |
(40,967) |
4,307 |
(733,417) |
Adjusted
EBITDA |
195,747 |
72,230 |
267,977 |
21,139 |
8,238 |
29,377 |
- |
297,354 |
|
|
|
|
|
|
Depreciation,
amortization and impairment of Fixed Assets |
|
|
|
|
(348,385) |
Operating
loss |
|
|
|
|
|
|
|
(51,031) |
Earnings
from associates and joint ventures |
|
|
|
|
|
(1,178) |
Debt
financial expenses |
|
|
|
|
|
|
7,974 |
Other
financial results, net |
|
|
|
|
|
|
53,538 |
Income
before income tax |
|
|
|
|
|
9,303 |
Income
tax benefit |
|
|
|
|
|
|
|
75,861 |
Net
income |
|
|
|
|
|
|
|
85,164 |
|
|
|
|
|
|
|
|
|
Attributable
to: |
|
|
|
|
|
|
|
|
Controlling
Company |
|
|
|
|
|
|
81,304 |
Non-controlling
interest |
|
|
|
|
|
|
3,860 |
|
|
|
|
|
|
|
|
85,164 |
TELECOM
ARGENTINA S.A.
Consolidated Income Statement as of September 30, 2022
|
Services
rendered in
Argentina |
Services
rendered in
Argentina –
Inflation
restatement |
Services
rendered in
Argentina
restated for
inflation |
Other
abroad
segments |
Other
abroad
segments –
Inflation
restatement |
Other
abroad
segments
restated for
inflation |
Eliminations |
Total |
Revenues
|
346,952 |
704,490 |
1,051,442 |
24,944 |
50,437 |
75,381 |
(4,608) |
1,122,215 |
Operating
costs without depreciation, amortization and impairment of Fixed Assets |
(249,748) |
(510,728) |
(760,476) |
(14,651) |
(29,686) |
(44,337) |
4,608 |
(800,205) |
Adjusted
EBITDA |
97,204 |
193,762 |
290,966 |
10,293 |
20,751 |
31,044 |
- |
322,010 |
|
|
|
|
|
Depreciation,
amortization and impairment of Fixed Assets |
|
|
|
(881,183) |
Operating
loss |
|
|
|
|
|
(559,173) |
Earnings
from associates and joint ventures |
|
|
|
|
815 |
Debt
financial expenses |
|
|
|
|
97,543 |
Other
financial results, net |
|
|
|
|
81,469 |
Loss
before income tax |
|
|
|
|
(379,346) |
Income
tax expense |
|
|
|
|
|
(10,241) |
Net
loss |
|
|
|
|
|
(389,587) |
|
|
|
|
|
|
|
Attributable
to: |
|
|
|
|
|
|
Controlling
Company |
|
|
|
|
|
(392,863) |
Non-controlling
interest |
|
|
|
|
|
3,276 |
|
|
|
|
|
|
(389,587) |
|
|
|
|
|
|
|
|
|
Additional information
per geographical area is disclosed below:
|
As
of September 30, |
As
of December 31, |
|
2023 |
2022 |
2022 |
Revenues
from customers located in Argentina |
963,143 |
1,047,652 |
n/a |
Revenues
from foreign customers |
67,628 |
74,563 |
n/a |
|
|
|
|
CAPEX
corresponding to the segment “Services rendered in Argentina” |
132,712 |
162,292 |
n/a |
CAPEX
corresponding to the segment “Other abroad segments” |
14,510 |
16,146 |
n/a |
|
|
|
|
Fixed
Assets corresponding to the segment “Services rendered in Argentina” |
2,984,412 |
n/a |
3,143,655 |
Fixed
Assets corresponding to the segment “Other abroad segments” |
115,382 |
n/a |
117,506 |
|
|
|
|
Borrowings
corresponding to the segment “Services rendered in Argentina” |
903,400 |
n/a |
928,649 |
Borrowings
corresponding to the segment “Other abroad segments” |
23,737 |
n/a |
24,513 |
|
|
|
|
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 three and nine-month periods ended September 30,
2023 and 2022, 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 September 30, 2023.
The table below shows the evolution of the indexes
as of September 30, 2023 and 2022 and December 31, 2022 according to official statistics (INDEC) in accordance with Resolution
No. 539/18 and the devaluation of the Argentine peso vs. de US dollar for the same years / periods:
TELECOM
ARGENTINA S.A.
|
As
of
September 30,
2022 |
As
of December
31, 2022 |
As
of
September 30,
2023 |
|
|
|
|
National
Consumer Price Index (National CPI) (December 2016=100) |
967.31 |
1,134.59 |
2,304.92 |
|
|
|
|
Variation
in prices |
|
|
|
Annual
|
83.03% |
94.79% |
138.28% |
Accumulated
3 months since June 2022/2023 |
21.98% |
n/a |
34.82% |
Accumulated
9 months |
66.07% |
n/a |
103.15% |
|
|
|
|
Banco
Nación US$/$ exchange rate |
147.32 |
177.16 |
349.95 |
|
|
|
|
Variation
in the exchange rate |
|
|
|
Annual |
49.20% |
72.47% |
137.54% |
Accumulated
3 months since June 2022/2023 |
17.64% |
n/a |
36.33% |
Accumulated
9 months |
43.42% |
n/a |
97.53% |
The Company followed the same
restatement policies for items identified in the annual consolidated financial statements as of December 31, 2022.
NOTE 2 – CASH AND CASH EQUIVALENTS AND
INVESTMENTS. ADDITIONAL INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS
| a) | Cash and cash equivalents and Investments |
|
September 30, |
December 31, |
Cash and cash equivalents |
2023 |
2022 |
Cash and Banks (1) |
36,590 |
33,029 |
Time deposits |
21,230 |
31,922 |
Mutual funds |
30,422 |
6,591 |
Government bonds at fair value |
9,933 |
9,824 |
Total cash and cash equivalents |
98,175 |
81,366 |
(1)
As of September 30, 2023 includes restricted funds for $2,290 million corresponding to the funds to be paid to
clients. |
|
|
|
|
Investments |
|
|
Current |
|
|
Government bonds at fair value |
38,765 |
16,786 |
Mutual funds |
221 |
224 |
|
38,986 |
17,010 |
Non- current |
|
|
Investments in associates and joint ventures(a) |
15,762 |
13,087 |
2003 Telecommunications Fund |
1 |
1 |
|
15,763 |
13,088 |
Total investments |
54,749 |
30,098 |
| (a) | Information on Investments in associates and joint ventures is detailed below: |
Financial position information:
Companies |
Nature
of
relationship |
Main
activity |
Country |
Percentage
of
capital
stock owned and
voting rights (%) |
Valuation
as of
09.30.2023 |
Valuation
as of
12.31.2022 |
Ver
TV. (1) |
Associate |
Cable
television station |
Argentina |
49.00 |
7,241 |
8,395 |
TSMA
(1) (2) (3) |
Associate |
Cable
television station |
Argentina |
50.10 |
2,478 |
3,155 |
La
Capital Cable (1) (2) |
Associate |
Closed-circuit
television |
Argentina |
50.00 |
1,421 |
1,537 |
OPHC
(1) (4) |
Joint
venture |
Holding |
USA |
50.00 |
4,622 |
- |
Total |
|
|
|
|
15,762 |
13,087 |
| (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. |
| (4) | During April 2023, the Company has acquired a 50% shareholding in OPHC.
See Note 26.4 to these unaudited condensed consolidated financial statements. |
TELECOM
ARGENTINA S.A.
Earnings information:
|
Three-months period ended
September 30, |
|
Nine-months period ended
September 30, |
|
2023 |
2022 |
|
2023 |
2022 |
|
Profit (loss) |
|
Profit (loss) |
Ver TV |
(243) |
302 |
|
(937) |
503 |
TSMA |
(35) |
144 |
|
(549) |
405 |
La Capital Cable |
9 |
(49) |
|
168 |
(93) |
OPHC |
184 |
- |
|
140 |
- |
Total |
(85) |
397 |
|
(1,178) |
815 |
| b) | Additional information on the consolidated statements of cash flows |
Changes in assets/liabilities components:
|
September 30, |
Net (increase) decrease in assets |
2023 |
2022 |
Trade receivables |
(50,848) |
(35,173) |
Other receivables |
(39,345) |
(28,365) |
Inventories |
(18,629) |
(7,718) |
|
(108,822) |
(71,256) |
Net increase (decrease) in liabilities |
|
|
Trade payables |
79,213 |
42,140 |
Salaries and social security payables |
18,580 |
23,828 |
Other taxes payables |
13,544 |
(17,516) |
Other liabilities and provisions |
4,771 |
(11,545) |
|
116,108 |
36,907 |
Main Financing activities components
The following table presents the main financing
activities components:
|
September 30, |
|
2023 |
2022 |
Bank overdrafts |
39,628 |
13,504 |
Notes |
126,781 |
45,733 |
Bank and other financial entities loans |
4,259 |
115,879 |
Loans for purchase of equipment |
204 |
3,944 |
Total borrowings proceeds |
170,872 |
179,060 |
Notes |
(46,114) |
(200) |
Bank and other financial entities loans |
(51,285) |
(112,028) |
Loans for purchase of equipment |
(7,885) |
(10,375) |
Total payment of borrowings |
(105,284) |
(122,603) |
Bank overdrafts |
(21,253) |
(14,393) |
Notes |
(22,013) |
(30,505) |
Bank and other financial entities loans |
(46,433) |
(28,904) |
By DFI and loans for purchase of equipment |
(10,759) |
(1,666) |
Total payment of interest and related expenses |
(100,458) |
(75,468) |
Main non-cash operating transactions
Main non-cash operating transactions and that were eliminated from the
consolidated statement of cash flows are the following:
|
September 30, |
|
2023 |
2022 |
PP&E and intangible assets acquisition financed with accounts payable |
62,215 |
45,121 |
Right of use assets acquisition owed |
40,054 |
25,684 |
Dividends payment made with investments not considered as cash and cash equivalents (See “Dividends paid”) |
68,137 |
91,943 |
Trade payables cancelled with borrowings |
16,349 |
18,255 |
Trade receivables cancelled with government bonds |
- |
1,363 |
Dividends distribution from associates uncollected |
- |
834 |
Joint ventures acquisition cancelled with government bonds (Note 26.4) |
357 |
- |
Debt for acquisition of companies and joint ventures |
2,562 |
1,015 |
Other receivables offset with acquisition of companies and joint ventures |
144 |
- |
TELECOM
ARGENTINA S.A.
Dividends proceeds
Brief information on dividends proceeds by the
Company is provided below:
Nine-month
period ended
September 30 |
Paying
Company |
Distributed
amount |
Dividends
collected |
Distribution
month |
Currency
of the
transaction
date |
Current
currency
as of September
30, 2023 |
Collection
month |
Current
currency
as of September
30, 2023 |
2023 |
Ver
TV |
March,
2023 |
130 |
217 |
April,
2023 |
200 |
|
La
Capital Cable |
May,
2023 |
200 |
284 |
May,
2023 |
284 |
|
TSMA |
July,
2023 |
101 |
128 |
July,
2023 |
128 |
|
|
|
|
629 |
|
612 |
2022 |
Ver
TV |
January,
2022 |
104 |
395 |
January,
2022 |
395 |
|
TSMA |
January,
2022 |
28 |
108 |
January,
2022 |
108 |
|
|
|
|
503 |
|
503 |
In November, 2023 Ver TV distributed cash dividends for $442 million,
of which the Company collected $217 million corresponding to its shareholding.
Dividends paid
Distribution of non-cash dividends
Year 2023
Pursuant to the
powers delegated by the shareholders of Telecom Argentina at the Ordinary and Extraordinary Shareholders’ Meeting held on April 27,
2023, on May 3, 2023, the Board of Directors decided to partially reverse the “Voluntary reserve to maintain the Company's
level of capital expenditures and its current solvency level” for $47,701 million ($68,137 million in current currency as
of September 30, 2023) which were distributed as non-cash dividends through the delivery of Global Bonds of the Argentine Republic
amortizable in US dollars due on July 9, 2030 (the “2030 Global Bonds”), for a nominal value of US$ 411,214,954.
Year 2022
Pursuant to
the powers delegated by Telecom Argentina’s Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2022,
on June 2, 2022 the Board resolved to partially reverse the “Voluntary reserve to maintain the Company's level of capital
expenditures and its current solvency level” for $31,634 million ($91,943 million in current currency as of September 30,
2023) to distribute as non-cash dividends through the delivery of Global Bonds of the Argentine Republic amortizable in US dollars for
a nominal value of US$515,000,000: i) “2030 Global Bonds” for a nominal value of US$411,145,986 and ii) Global Bonds of the
Argentine Republic amortizable in US dollars maturing on July 9, 2035 (the “2035 Global Bonds”) for a nominal value
of US$103,854,014.
Cash dividends distributed
Brief information on cash dividends distributed
and paid is provided below:
Nine-months
period ended
September
30, |
Paying
company |
Distribution
month |
Distributed
amount |
Payment
month |
Dividends
paid in current
currency as of
September 30,
2023 |
Currency
of the
transaction
date |
Current
currency
as of September 30,
2023 |
2023 |
Núcleo |
August,
2023 |
2,326 |
2,622 |
September,
2023 |
2,622 |
|
|
|
|
2,622 |
|
2,622 |
2022 |
Núcleo |
April,
2022 |
804 |
2,583 |
May,
2022 |
2,495 |
|
|
|
|
2,583 |
|
2,495 |
NOTE
3 – TRADE RECEIVABLES
|
September 30,
|
December 31, |
Current
Trade receivables |
2023 |
2022 |
Ordinary
receivables |
95,228 |
107,170 |
Companies
under section 33 - Law No. 19,550 and related parties (Note 24.c) |
473 |
457 |
Contractual
asset IFRS 15 |
32 |
51 |
Allowance
for doubtful accounts |
(25,055) |
(31,261) |
|
70,678 |
76,417 |
Non-current
Trade receivables |
|
|
Ordinary
receivables |
97 |
225 |
Contractual
asset IFRS 15 |
10 |
15 |
|
107 |
240 |
Total
trade receivables, net |
70,785 |
76,657 |
TELECOM
ARGENTINA S.A.
Movements in the allowance for doubtful accounts are as follows:
|
September 30, |
|
2023 |
2022 |
At
the beginning of the year |
(31,261) |
(38,761) |
Increases |
(23,774) |
(28,072) |
Uses |
11,203 |
18,043 |
RECPAM
and currency translation adjustments |
18,777 |
16,894 |
At
the end of the period |
(25,055) |
(31,896) |
NOTE
4 – OTHER RECEIVABLES
|
September 30,
|
December 31, |
Current Other Receivables |
2023 |
2022 |
Prepaid
expenses |
7,520 |
11,127 |
Guarantee
of financial operations |
1,298 |
4,906 |
Tax
credits |
12,424 |
19,391 |
Companies
under section 33 - Law No. 19,550 and related parties (Note 24.c) |
228 |
694 |
DFI |
975 |
238 |
Indemnification
assets |
40 |
140 |
Guarantee
deposits (Note 26.4) |
1,048 |
- |
Other |
4,797 |
4,716 |
Allowance
for other receivables |
(1,266) |
(1,522) |
|
27,064 |
39,690 |
Non-Current Other Receivables |
|
|
Prepaid
expenses |
1,135 |
1,836 |
DFI |
449 |
409 |
Tax
credits |
35 |
19 |
Guarantee
deposits (Note 26.4) |
2,068 |
- |
Other |
589 |
1,127 |
|
4,276 |
3,391 |
Total
other receivables, net |
31,340 |
43,081 |
Movements in the allowance for current other receivables
are as follows:
|
September 30, |
|
2023 |
2022 |
At the beginning of the
year |
(1,522) |
(1,458) |
Increases |
(521) |
(722) |
RECPAM and currency translation
adjustments |
777 |
574 |
At the end of the period |
(1,266) |
(1,606) |
NOTE
5 – INVENTORIES
|
September 30, |
December 31, |
|
2023 |
2022 |
Mobile handsets and others |
23,034 |
14,094 |
Allowance for obsolescence
of inventories |
(1,046) |
(995) |
Total
inventories |
21,988 |
13,099 |
Movements in the allowance for obsolescence of
inventories are as follows:
|
September 30, |
|
2023 |
2022 |
At the beginning of the
year |
(995) |
(1,280) |
Increases |
(224) |
(374) |
Uses |
173 |
143 |
At the end of the period |
(1,046) |
(1,511) |
NOTE
6 – GOODWILL
|
September 30, |
December 31, |
|
2023 |
2022 |
Argentina
(1) |
1,001,706 |
1,001,697 |
Abroad
(2) |
3,561 |
3,407 |
Total goodwill |
1,005,267 |
1,005,104 |
| (1) | The variation corresponds to the increase
in the value of the goodwill of NYSSA acquired in the year 2022 due to contractual modifications
during the current period. |
| (2) | The variation corresponds to the Goodwill acquisition of Ubiquo for $144 million
and temporary currency translation adjustments. |
TELECOM ARGENTINA
S.A.
NOTE
7 – PP&E
|
September 30, |
December 31, |
|
2023 |
2022 |
PP&E |
1,491,611 |
1,630,583 |
Allowance for obsolescence
and impairment of materials |
(17,330) |
(18,449) |
Impairment allowance of PP&E |
(1,431) |
(1,567) |
|
1,472,850 |
1,610,567 |
Movements in PP&E (without allowance for obsolescence
and impairment of materials and impairment allowance of PP&E) are as follows:
|
September 30, |
|
2023 |
2022 |
At the beginning of the
year |
1,630,583 |
1,810,508 |
Incorporation
by acquisition of NYSSA |
- |
610 |
CAPEX |
134,919 |
167,980 |
Currency
translation adjustments |
(1,535) |
(13,563) |
Net
carrying value of decreases and consumption of materials |
(154) |
(6,705) |
Depreciation
of the period |
(272,202) |
(306,086) |
At the end of the period |
1,491,611 |
1,652,744 |
Movements in the allowance for obsolescence and
impairment of materials are as follows:
|
September 30, |
|
2023 |
2022 |
At the beginning of the
year |
(18,449) |
(18,696) |
(Increases)/Decreases |
1,114 |
(550) |
Currency translation adjustments |
5 |
57 |
At the end of the period |
(17,330) |
(19,189) |
Movements in the impairment allowance of PP&E
are as follows:
|
September 30, |
|
2023 |
2022 |
At the beginning of the
year |
(1,567) |
(6,410) |
(Increases) / Decreases |
136 |
(4,687) |
At the end of the period |
(1,431) |
(11,097) |
NOTE 8 – INTANGIBLE ASSETS
|
September 30, |
December 31, |
|
2023 |
2022 |
Intangible assets |
509,853 |
539,721 |
Impairment allowance |
(22,127) |
(22,078) |
|
487,726 |
517,643 |
Movements in Intangible assets (without considering the impairment
allowance) are as follows:
|
September 30, |
|
2023 |
2022 |
At the beginning of the
year |
539,721 |
608,385 |
CAPEX |
12,303 |
10,458 |
Currency
translation adjustments |
(118) |
(1,249) |
Net
carrying value of decreases (*) |
- |
(22,637) |
Amortization
of the period |
(42,053) |
(42,972) |
At the end of the period |
509,853 |
551,985 |
(*) Includes $(21,462) million corresponding to the return of spectrum.
Movements in Impairment allowance of intangible assets are as follows:
|
September 30, |
|
2023 |
2022 |
At the beginning of the
year |
(22,078) |
(38,089) |
Increases |
(49) |
(5,450) |
Uses |
- |
21,462 |
At the end of the period |
(22,127) |
(22,077) |
TELECOM
ARGENTINA S.A.
NOTE
9 – RIGHT OF USE ASSETS
|
September 30, |
December 31, |
|
2023 |
2022 |
Leases rights of use |
|
|
Sites
|
82,135 |
84,084 |
Real
estate and others |
14,624 |
15,775 |
Poles |
10,472 |
6,314 |
Indefeasible right of use |
3,024 |
3,503 |
Asset retirement obligations |
23,696 |
18,171 |
|
133,951 |
127,847 |
Movements in right of use assets are as follows:
|
September 30, |
|
2023 |
2022 |
At the beginning of the
year |
127,847 |
132,232 |
Increase |
40,054 |
25,684 |
Net
carrying value of decreases |
(71) |
(1,470) |
Currency
translation adjustments |
328 |
(1,382) |
Amortization
of the period |
(34,207) |
(31,954) |
At the end of the period |
133,951 |
123,110 |
NOTE
10 – TRADE PAYABLES
|
September 30, |
December 31, |
Current |
2023 |
2022 |
Suppliers
|
168,926 |
177,290 |
Companies
under Sect. 33–Law No. 19,550 and Related Parties (Note 24.c) |
3,210 |
4,037 |
|
172,136 |
181,327 |
Non-current |
|
|
Suppliers
|
508 |
647 |
|
508 |
647 |
Total trade payables |
172,644 |
181,974 |
NOTE
11 – BORROWINGS
|
September 30, |
December 31, |
Current |
2023 |
2022 |
Bank
overdrafts – principal |
25,302 |
15,460 |
Bank
and other financial entities loans – principal |
78,817 |
81,406 |
Notes
– principal |
122,704 |
96,302 |
DFI |
8 |
38 |
Loans
for purchase of equipment |
7,371 |
10,703 |
Interest
and related expenses |
53,311 |
69,047 |
|
287,513 |
272,956 |
Non-current |
|
|
Notes
– principal |
413,289 |
367,847 |
Bank
and other financial entities loans – principal |
157,083 |
208,408 |
Loans
for purchase of equipment |
5,311 |
9,051 |
Interest
and related expenses |
63,941 |
94,900 |
|
639,624 |
680,206 |
Total borrowings |
927,137 |
953,162 |
Movements in Borrowings are as follows:
|
Balances
at
the beginning
of the year |
Net Cash
Flows |
Accrued
interests |
Exchange
differences,
currency
translation
adjustments
and others |
Balances
as
of
September
30, 2023 |
Bank
overdrafts |
15,460 |
39,628 |
- |
(29,786) |
25,302 |
Bank
and other financial entities loans – principal |
289,814 |
(47,026) |
- |
(6,888) |
235,900 |
Notes
– principal |
464,149 |
80,667 |
- |
(8,823) |
535,993 |
DFI |
38 |
(19,404) |
- |
19,374 |
8 |
Loans
for purchase of equipment |
19,754 |
(7,681) |
- |
609 |
12,682 |
Interests
and related expenses |
163,947 |
(96,450) |
29,795 |
19,960 |
117,252 |
Total
as of September 30, 2023 |
953,162 |
(50,266) |
29,795 |
(*) (5,554) |
927,137 |
|
|
|
|
|
|
Total
as of September 30, 2022 |
1,056,267 |
(25,384) |
20,321 |
(**) (98,194) |
953,010 |
(*) Includes $16,349 million of loans that do not represent cash movement.
(**) Includes $18,255 million of loans that do not represent cash movement.
Most of the bank and other financing entities
loans subscribed by the Company contain compliance ratios which are usual for this kind of agreements. As of September 30, 2023,
Telecom has complied with them.
TELECOM
ARGENTINA S.A.
Recent developments of Borrowings as of the date
of these unaudited condensed consolidated financial statements are detailed below:
Telecom Argentina
Global Programs for the issuance of Notes
In connection with the Notes Global Program for
a maximum outstanding amount of US$3,000 million or its equivalent in other currencies, the Company announced the subscription of new
series of notes. The amount of the Notes finally issued and its main characteristics are detailed below:
Series |
Currency |
Amount
involved
(in millions) |
Issuance
date |
Maturity
date |
Amortization |
Interest
rate |
Interest
payment
date |
Unpaid
portion as
of
September
30, 2023
(in
millions) |
14 |
US$
linked |
62.4 |
02/10/2023 |
02/10/2028 |
In
one installment at maturity date |
Fixed
rate of 1.00% |
Quarterly
basis |
21,808 |
15
(1) |
US$
linked |
87.4 |
06/02/2023 |
06/02/2026 |
In
one installment at maturity date |
0% |
n/a |
35,075 |
16
(2) |
US$
linked |
180.4 |
07/21/2023 |
07/21/2025 |
In
one installment at maturity date |
0% |
n/a |
73,170 |
|
(1) | For the Series 15 Notes issued on June 2, 2023, the subscription
price was above par, so that on the date of issuance, its value was $24,474 million ($32,996 million
in current currency as of September 30, 2023), equivalent to US$102.3 million, of which the Company
received funds for $24,367 million ($32,852 million in current currency as of September 30, 2023)
net of issuance expenses for $107 million ($144 million in current currency as of September 30,
2023). |
|
(2) | For the Series 16 Notes issued on July 27, 2023, the subscription price was above
par, so that on the date of issuance, its value was $57,186 million ($72,499 million in current currency as of September 30,
2023), equivalent to US$213.2 million, of which the Company received funds for $56,906 million ($72,144 million in current
currency as of September 30, 2023) net of issuance expenses for $280 million ($355 million in current currency as of
September 30, 2023). |
| b) | Bank and other financing entities loans |
Below are the main updates related to the loans
reported in Note 13 to the consolidated financial statements as of December 31, 2022:
China Development Bank Shenzhen Branch (“CDB”)
Loan
During the current nine-month period the Company
has subscribed new tranches for a total amount of RMB310 million, equivalent to $12,447 million ($14,978 million in current currency
as of September 30, 2023).
During October, 2023 the Company has subscribed
new tranches for a total amount of RMB112.9 million, equivalent to $5,415 million.
Cisco Systems Capital Corporation and others
During the current nine-month period, the Company
had additions for US$3.1 million, equivalent to $705 million ($1,047 million in current currency as of September 30, 2023).
During November, 2023 the Company has additions
for US$1.9 million, equivalent to $672.5 million.
Banco Santander Argentina S.A. Loan (“Santander”)
During March, 2023, the Company executed an addendum
to Santander loan signed on March, 2022 for a total amount of $3,500 million ($5,841 million in current currency as of September 30,
2023), and agreed to change the principal maturity amortization schedule whose maturity was on March 9, 2023, by deferring it to
July 10, 2023. Additionally, a new fixed interest rate of 73.5% annual nominal was renegotiated. This transaction was recognized
as a debt refinancing, recognizing a loss of $520 million that is included in “Financial debt renegotiation results” item,
within Debt financial results.
As of September 30, 2023, this loan was totally
repaid.
Export Development Canada (EDC)
On May 5, 2023, the Company submitted a proposal
for an export credit line for a total amount of up to US$50 million to EDC, the official export credit agency of Canada.
The funds received will be used to finance up
to 100% of the payments due to “Nokia Solutions and Networks Oy” and/or “Nokia Spain S.A.”, received from August 30,
2022 until November 1, 2024.
On September 28, 2023, the first disbursement
of US$12.7 million (equivalent to $4,436 million) was received, maturing in May 2030. The principal disbursed accrues compensatory
interest at a semi-annual SOFR plus a margin of 6.65 percentage points.
TELECOM ARGENTINA S.A.
Rombo Compañia Financiera
On June 29, 2023, the Company executed a pledge
loan with Rombo Compañia Financiera to finance 50% of the acquisition of 59 utility vehicles for a total amount of $521.2 million
(VAT included) ($702 million in current currency as of September 30, 2023). For each acquisition, the Company agreed to pay advance
payments of 50% of the value, financing the remaining 50%, equivalent to $260.6 million ($351 million in current currency as of September 30,
2023), in 24 consecutive monthly installments at the following rates: i) $80.3 million ($108 million in current currency as of September 30,
2023) at a rate of 70.9%, ii) $180.3 million ($243 million in current currency as of September 30, 2023) at a rate of 77.9%.
LIBOR transition
During July, 2023, the Company signed addendums
to the Finnvera loan and the two loans with the International Finance Corporation ("IFC") based on US$ LIBOR in order to replace
LIBO rate with SOF rate, plus a 0.42826% adjustment margin. The transition date under the addendum will be in November 2023 for Finnvera
loan (next payment date). For IFC loans, the transition dates were on August and September 2023.
During September, 2023, the Company signed addendums
to the Inter-American Development Bank (IDB) loan based on US$ LIBOR in order to replace LIBO rate with SOF rate, plus a 0.42826% adjustment
margin. The transition date under the addendum will be in December 2023 (next payment date).
The Company is still in the negotiation process
with the rest of the entities.
NOTE 12 – SALARIES AND SOCIAL SECURITY PAYABLES
|
September 30, |
December 31, |
Current |
2023 |
2022 |
Salaries, annual complementary salaries, vacation, bonuses and their social security payables |
52,340 |
71,237 |
Termination benefits |
3,876 |
5,254 |
|
56,216 |
76,491 |
Non-current |
|
|
Termination benefits |
3,486 |
5,580 |
|
3,486 |
5,580 |
Total salaries and social security payables |
59,702 |
82,071 |
NOTE 13 – INCOME TAX PAYABLE AND DEFERRED INCOME TAX ASSETS/LIABILITIES
Income tax payable by company is presented below:
|
September 30, |
December 31, |
|
2023 |
2022 |
Núcleo |
195 |
510 |
NYSSA |
84 |
81 |
Adesol |
41 |
40 |
Pem |
8 |
4 |
Opalker |
3 |
2 |
Telecom USA |
4 |
- |
|
(*) 335 |
637 |
(*) Includes $627 million corresponding
to the currency translation adjustments on initial balances of foreign subsidiaries 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:
|
September 30, |
December 31, |
|
2023 |
2022 |
Tax loss carryforward |
(111,789) |
(61,772) |
Allowance for doubtful accounts |
(14,190) |
(18,247) |
Legal Claims and contingent liabilities |
(4,956) |
(6,123) |
PP&E, intangible assets and right of use assets |
404,485 |
434,692 |
Cash dividends from foreign companies |
5,266 |
4,951 |
Income tax inflation adjustment deferral effect |
161,295 |
167,075 |
Other deferred tax liabilities (assets), net |
(289) |
(3,295) |
Total deferred tax liabilities, net |
439,822 |
517,281 |
Actions for recourse tax receivable |
(888) |
(1,804) |
Total deferred tax liability, net |
(**) 438,934 |
515,477 |
|
|
|
Net deferred tax assets |
(6,580) |
(5,022) |
Net deferred tax liabilities |
445,514 |
520,499 |
(**) Includes $38 million of currency translation
adjustments on foreign subsidiaries’ initial balances.
TELECOM ARGENTINA S.A.
As of September 30, 2023, Telecom and some
subsidiaries have cumulative tax loss carryforwards of $319,505 million (including $106 million of unrecognized tax loss carryforwards
for considering them non-recoverable), that calculated considering statutory income tax rate, represents a deferred tax asset of $111,789
million.
The detail of the maturities of estimated Tax loss carryforward is disclosed
below:
Company |
Tax loss carryforward
generation year |
Tax loss carryforward
amount as of 09.30.2023 |
Tax loss carryforward
expiration year |
Telecom |
2022 |
167,126 |
2027 |
Telecom |
2023 |
140,458 |
2028 |
Micro Sistemas |
2021 |
240 |
2026 |
Micro Sistemas |
2022 |
3,424 |
2027 |
Micro Sistemas |
2023 |
8,147 |
2028 |
Inter Radios |
2023 |
4 |
2028 |
AVC Continente Audiovisual |
2021 |
3 |
2026 |
AVC Continente Audiovisual |
2022 |
37 |
2027 |
AVC Continente Audiovisual |
2023 |
66 |
2028 |
|
|
319,505 |
|
Income tax expense differed from the amounts computed
by applying the Company’s statutory income tax rate to pre-tax income as a result of the following:
|
Nine-month period ended
September 30, |
|
2023 |
2022 |
|
Profit (loss) |
Income (loss) before income tax |
9,303 |
(379,346) |
Non-taxable items – Earnings from associates and joint ventures |
1,178 |
(815) |
Non-taxable items – Impairment of Goodwill charges |
- |
495,484 |
Non-taxable items – Other |
803 |
3,936 |
Restatement in current currency of Equity, goodwill and other |
502,358 |
386,823 |
Subtotal |
513,642 |
506,082 |
Effective income tax rate |
34.43% |
34.44% |
Income tax expense at statutory tax rate of each subsidiary |
(176,826) |
(174,295) |
Deferred tax liability restatement in current currency and other |
432,987 |
320,563 |
Income tax inflation adjustment |
(177,471) |
(155,160) |
Income tax on cash dividends of foreign companies |
(2,829) |
(1,349) |
Income tax benefit (expense) (*) |
75,861 |
(10,241) |
|
|
|
Current tax |
(1,157) |
(83,241) |
Deferred tax |
77,018 |
73,000 |
Income tax benefit (expense) |
75,861 |
(10,241) |
(*) In 2023 includes $(571) million corresponding
to the adjustment made in the Income tax affidavit of 2022. In 2022 includes $37,766 million corresponding to the adjustment made in the
Income tax affidavit of 2021, which includes, among others, the effects related to the full application of the tax inflation adjustment
mechanisms detailed in Note 15 to the consolidated financial statements as of December 31, 2022.
NOTE 14 –OTHER TAXES PAYABLES
|
September 30, |
December 31, |
Current |
2023 |
2022 |
Other national taxes |
20,046 |
16,595 |
Provincial taxes |
2,188 |
1,908 |
Municipal taxes |
1,362 |
1,672 |
|
23,596 |
20,175 |
Non- current |
|
|
Provincial taxes |
15 |
90 |
|
15 |
90 |
Total other taxes payables |
23,611 |
20,265 |
NOTE 15 – LEASES LIABILITIES
|
September 30, |
December 31, |
|
2023 |
2022 |
Current |
|
|
Argentina |
15,893 |
18,239 |
Abroad |
476 |
455 |
|
16,369 |
18,694 |
Non- current |
|
|
Argentina |
27,077 |
34,913 |
Abroad |
5,875 |
5,097 |
|
32,952 |
40,010 |
Total leases liabilities |
49,321 |
58,704 |
TELECOM ARGENTINA S.A.
Movements in Leases liabilities are as follows:
|
September 30, |
|
2023 |
2022 |
At the beginning of the year |
58,704 |
74,856 |
Increases (*) |
32,574 |
24,715 |
Financial results, net (**) |
13,116 |
11,262 |
Payments |
(21,274) |
(11,295) |
Decreases (included RECPAM and currency translation adjustments) |
(33,799) |
(42,364) |
At the end of the period |
49,321 |
57,174 |
(*) Included in Rights of use assets acquisitions.
(**) Included in Other foreign currency exchange gains (losses) and Other
interests, net.
NOTE 16 – OTHER LIABILITIES
|
September 30, |
December 31, |
Current |
2023 |
2022 |
Deferred revenues on prepaid credit |
5,050 |
5,321 |
Deferred revenues on connection fees and international capacity leases |
1,866 |
2,740 |
Debt for acquisition of NYSSA |
381 |
400 |
Advances received for assets held for sale |
711 |
- |
Companies under section 33 - Law No. 19,550 and related parties (Note 24.c) |
998 |
- |
Funds to be paid to clients |
2,290 |
1,050 |
Other |
377 |
566 |
|
11,673 |
10,077 |
Non-current |
|
|
Deferred revenues on connection fees and international capacity leases |
976 |
1,699 |
Pension benefits |
1,690 |
1,785 |
Debt for acquisition of NYSSA |
720 |
1,053 |
Advances received for assets held for sale |
- |
711 |
Companies under section 33 - Law No. 19,550 and related parties (Note 24.c) |
1,750 |
- |
Other |
49 |
54 |
|
5,185 |
5,302 |
Total other liabilities |
16,858 |
15,379 |
NOTE 17 – PROVISIONS
Movements in Provisions are as follows:
|
Balances as of
December 31,
2022 |
Additions |
Reclassifications |
Payments
|
RECPAM,
currency
translation
adjustments and
others |
Balances
as of
September 30,
2023 |
|
Capital
(i) |
Interest
(ii) |
Current |
|
|
|
|
|
|
|
Legal Claims and contingent liabilities |
5,350 |
6,407 |
- |
6,983 |
(13,145) |
(1,165) |
4,430 |
Total current provisions |
5,350 |
6,407 |
- |
6,983 |
(13,145) |
(1,165) |
4,430 |
Non- Current |
|
|
|
|
|
|
|
Legal Claims and contingent liabilities |
13,217 |
5,774 |
5,093 |
(6,983) |
- |
(6,759) |
10,342 |
Asset retirement obligations |
10,459 |
7,480 |
- |
- |
- |
(6,606) |
11,333 |
Total non-current provisions |
23,676 |
13,254 |
5,093 |
(6,983) |
- |
(13,365) |
21,675 |
|
|
|
|
|
|
|
|
Total provisions |
29,026 |
19,661 |
5,093 |
- |
(13,145) |
(14,530) |
26,105 |
|
Balances as of
December 31,
2021 |
Additions |
Reclassifications |
Payments
|
RECPAM,
currency
translation
adjustments and
others |
Balances
as of
September 30,
2022 |
|
Capital
(iii) |
Interest
(ii) |
Current |
|
|
|
|
|
|
|
Legal Claims and contingent liabilities |
8,492 |
9,886 |
- |
11,726 |
(22,677) |
(1,909) |
5,518 |
Total current provisions |
8,492 |
9,886 |
- |
11,726 |
(22,677) |
(1,909) |
5,518 |
Non- Current |
|
|
|
|
|
|
|
Legal Claims and contingent liabilities |
24,174 |
5,433 |
2,261 |
(11,726) |
- |
(6,281) |
13,861 |
Asset retirement obligations |
13,713 |
932 |
- |
- |
- |
(5,778) |
8,867 |
Total non-current provisions |
37,887 |
6,365 |
2,261 |
(11,726) |
- |
(12,059) |
22,728 |
|
|
|
|
|
|
|
|
Total provisions |
46,379 |
16,251 |
2,261 |
- |
(22,677) |
(13,968) |
28,246 |
| (i) | $12,181 million charged to Other operating expenses and $7,480 million to Right of use assets. |
| (ii) | Charged to Other financial results, net - Other interests, net. |
| (iii) | $15,319 million charged to Other operating expenses and $932 million to Right of use assets. |
TELECOM ARGENTINA S.A.
NOTE 18 – ADDITIONAL INFORMATION OF FINANCIAL
ASSETS AND LIABILITIES
Financial assets and liabilities denominated
in foreign currencies
Financial assets and liabilities denominated in
foreign currencies as of September 30, 2023, and December 31, 2022 are the following:
|
09.30.2023 |
12.31.2022 |
|
In equivalent millions of Argentine pesos |
Assets |
88,847 |
95,221 |
Liabilities |
(911,836) |
(900,160) |
Net Liabilities |
(822,989) |
(804,939) |
In order to reduce this net position (debt) in
foreign currency, Telecom has DFI as of September 30, 2023 amounting to US$14 million, therefore the net liability not hedged amounts
to approximately US$2,337 million as of that date.
Offsetting of financial assets and financial
liabilities in scope of IFRS 7
The information required by the amendment to IFRS
7 as of September 30, 2023 and December 31, 2022 is as follows:
|
As of September 30, 2023 |
|
Trade
receivables |
Other
receivables |
Trade
payables |
Other
liabilities |
Current and non-current assets (liabilities) - Gross value |
75,871 |
9,774 |
(177,730) |
(7,663) |
Offsetting |
(5,086) |
(518) |
5,086 |
518 |
Current and non-current assets (liabilities) – Book value |
70,785 |
9,256 |
(172,644) |
(7,145) |
|
As of December 31, 2022 |
|
Trade
receivables |
Other
receivables |
Trade
payables |
Other
liabilities |
Current and non-current assets (liabilities) - Gross value |
81,608 |
10,194 |
(186,925) |
(3,980) |
Offsetting |
(4,951) |
(926) |
4,951 |
926 |
Current and non-current assets (liabilities) – Book value |
76,657 |
9,268 |
(181,974) |
(3,054) |
Fair value 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 1: Fair value determined by quoted prices (unadjusted) in active markets for identical assets or
liabilities. |
| - | Level 2: Fair value determined based on inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (e.g. as prices) or indirectly (e.g. derived from prices). |
| - | Level 3: Fair value determined by unobservable inputs where the reporting entity is required to develop
its own assumptions. |
Financial assets and liabilities recognized at
fair value as of September 30, 2023 and December 31, 2022, and the level of hierarchy are listed below:
September 30, 2023 |
|
Level 1 |
|
Level 2 |
|
Total |
Assets |
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
Mutual Funds (1) |
|
31,941 |
|
- |
|
31,941 |
Government bonds (1) |
|
48,698 |
|
- |
|
48,698 |
Other receivables: DFI |
|
- |
|
975 |
|
975 |
Other receivables: Indemnification assets |
|
- |
|
7 |
|
7 |
Non-current Assets |
|
|
|
|
|
|
Other receivables: DFI |
|
- |
|
449 |
|
449 |
Total assets |
|
80,639 |
|
1,431 |
|
82,070 |
Liabilities |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Other liabilities: Debt for acquisition of NYSSA |
|
- |
|
381 |
|
381 |
Borrowings: DFI |
|
- |
|
8 |
|
8 |
Non-current Liabilities |
|
|
|
|
|
|
Other liabilities: Debt for acquisition of NYSSA |
|
- |
|
720 |
|
720 |
Total Liabilities |
|
- |
|
1,109 |
|
1,109 |
| (1) | Mutual
Funds are included in “Cash and cash equivalents”, “Investments”
and Guarantee of financial operations included in “Other receivables”. Government
bonds are included in “Cash and cash equivalents” and “Investments”. |
TELECOM ARGENTINA S.A.
December 31, 2022 |
|
Level 1 |
|
Level 2 |
|
Total |
Assets |
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
Mutual Funds (1) |
|
11,721 |
|
- |
|
11,721 |
Government bonds (1) |
|
26,610 |
|
- |
|
26,610 |
Other receivables: DFI |
|
- |
|
238 |
|
238 |
Other receivables: Indemnification assets |
|
- |
|
71 |
|
71 |
Non-current Assets |
|
|
|
|
|
|
Other receivables: DFI |
|
- |
|
409 |
|
409 |
Total assets |
|
38,331 |
|
718 |
|
39,049 |
Liabilities |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Other liabilities: Debt for acquisition of NYSSA |
|
- |
|
400 |
|
400 |
Borrowings: DFI |
|
- |
|
38 |
|
38 |
Non-current Liabilities |
|
|
|
|
|
|
Other liabilities: Debt for acquisition of NYSSA |
|
- |
|
1,053 |
|
1,053 |
Total liabilities |
|
- |
|
1,491 |
|
1,491 |
| (1) | Mutual Funds are included in “Cash and cash equivalents”, “Investments” and Guarantee of financial operations
included in “Other receivables”. Government bonds are included in “Cash and cash equivalents” and “Investments”. |
In relation to the fair values set forth above,
as of September 30, 2023, 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, 2022.
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 September 30,
2023, fair value of borrowings is as follows:
|
Carrying Value |
Fair Value |
|
|
|
Notes |
587,621 |
619,403 |
Other borrowings |
339,516 |
335,975 |
|
927,137 |
955,378 |
The fair value of the borrowings was assessed as
follows:
| a) | The fair value of Notes traded in active markets was measured based on quoted market prices at the end
of the reporting period. As a result, its valuation classifies as Level 1. |
| b) | The fair value of Notes that are not traded in an active market was measured based on quotes provided
by first-tier financial entities, so their valuation qualifies as Level 2. |
| c) | Fort the rest of the borrowings, the fair values were calculated based on cash flows discounted using
a current lending rate, so as they are classified as level 3. |
NOTE 19 – PURCHASE COMMITMENTS
The Company has entered into various purchase commitments
with domestic and foreign suppliers amounting to approximately $224,245 million as of September 30, 2023 (of which $65,443 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.
NOTE 20 – EQUITY
As of September 30,
2023 and December 31, 2022, 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.
TELECOM ARGENTINA S.A.
| b) | Provisions of the Ordinary and Extraordinary Shareholders’ Meeting of Telecom |
At the Ordinary and Extraordinary Shareholders’
Meeting held on April 27, 2023, the shareholders of Telecom decided, among other:
(i) To
approve the Board of Directors’ proposal stated in current currency as of March 31, 2023 using the National Consumer Price
Index pursuant to CNV Resolution No. 777/18 in connection with the Accumulated Deficit as of December 31, 2022 for $207,832,672,505
($422,214 million in current currency as of September 30, 2023). The Board proposed: i) to reclassify from retained earnings to “Contributed
Surplus” $273,927,247,113 ($556,486 million in current currency as of September 30, 2023) resulting from the adjustment for
the loss of the higher value allocated to the assets and liabilities identified and incorporated as of the date of merger, which gave
rise to the creation of the Contributed Surplus, (ii) to appropriate to the “Voluntary reserve to maintain the Company's level
of capital expenditures and its current solvency level” the total amount of the difference in the accumulated deficit for $66,094,574,608
($134,272 million in current currency as of September 30, 2023);
(ii) to
delegate on the Board of Directors the power to reverse before December 31, 2023 the “Voluntary reserve to maintain the Company's
level of capital expenditures and its current solvency level” in an amount that will allow to distribute the 2030 Global Bonds as
non-cash dividends for up to a nominal amount of US$473,623,896. For further information on the distribution of dividends, see Note 2.b)
“Dividend paid -Distribution of non-cash dividends”.
NOTE 21 – REVENUES
|
Three-month period ended
September 30, |
|
Nine-month period ended
September 30, |
|
2023 |
2022 |
|
2023 |
2022 |
Mobile Services |
135,631 |
144,402 |
|
418,261 |
445,857 |
Internet Services |
72,571 |
74,043 |
|
221,488 |
238,549 |
Cable Television Services |
57,740 |
66,172 |
|
185,380 |
216,022 |
Fixed and Data Services |
40,240 |
42,388 |
|
121,423 |
139,476 |
Other services revenues |
3,069 |
2,883 |
|
8,693 |
9,418 |
Subtotal Services revenues |
309,251 |
329,888 |
|
955,245 |
1,049,322 |
Equipment revenues |
24,152 |
23,338 |
|
75,526 |
72,893 |
Total Revenues |
333,403 |
353,226 |
|
1,030,771 |
1,122,215 |
NOTE 22 – OPERATING EXPENSES
Operating expenses disclosed by nature of expense
amounted to $1,081,802 million and $1,681,388 million for the nine-month periods ended September 30, 2023 and 2022, respectively.
The main components of the operating expenses are the following:
|
Three-month
period ended
September 30, |
|
Nine-month
period ended
September 30, |
|
2023 |
2022 |
|
2023 |
2022 |
Employee benefit expenses and severance payments |
Profit (loss) |
Salaries, social security expenses and benefits |
(74,355) |
(82,358) |
|
(230,544) |
(241,709) |
Severance indemnities |
(4,330) |
(14,834) |
|
(12,268) |
(28,353) |
Other employee expenses |
(1,786) |
(2,055) |
|
(5,226) |
(5,083) |
|
(80,471) |
(99,247) |
|
(248,038) |
(275,145) |
Fees for services, maintenance, materials and supplies |
|
|
|
|
|
Maintenance and materials |
(22,891) |
(22,314) |
|
(66,283) |
(70,251) |
Fees for services |
(19,755) |
(22,738) |
|
(62,481) |
(63,388) |
Directors and Supervisory Committee’s members’ fees |
(266) |
(324) |
|
(846) |
(998) |
|
(42,912) |
(45,376) |
|
(129,610) |
(134,637) |
Taxes and fees with the Regulatory Authority |
|
|
|
|
|
Turnover tax |
(12,768) |
(12,904) |
|
(38,867) |
(41,416) |
Regulatory Entity Fees |
(6,332) |
(6,824) |
|
(19,886) |
(21,464) |
Municipal taxes |
(3,343) |
(3,829) |
|
(10,572) |
(11,924) |
Other taxes and fees |
(3,226) |
(3,668) |
|
(10,171) |
(11,626) |
|
(25,669) |
(27,225) |
|
(79,496) |
(86,430) |
Cost of equipment and handsets |
|
|
|
|
|
Inventory balance at the beginning of the period/year |
(14,965) |
(15,556) |
|
(14,094) |
(13,608) |
Plus: |
|
|
|
|
|
Purchases |
(26,699) |
(15,612) |
|
(67,624) |
(55,975) |
Other |
1,781 |
1,994 |
|
4,003 |
4,205 |
Less: |
|
|
|
|
|
Inventory balance at the end of the period |
23,034 |
13,563 |
|
23,034 |
13,563 |
|
(16,849) |
(15,611) |
|
(54,681) |
(51,815) |
TELECOM ARGENTINA S.A.
|
Three-month
period
ended September 30, |
|
Nine-month
period
ended September 30, |
|
2023 |
2022 |
|
2023 |
2022 |
Other operating expenses |
Profit (loss) |
Legal Claims and contingent liabilities |
(2,353) |
(2,290) |
|
(12,181) |
(15,319) |
Rental and internet capacity |
(1,982) |
(2,190) |
|
(5,962) |
(6,822) |
Energy, water and other services |
(6,570) |
(7,072) |
|
(20,110) |
(20,626) |
Postage, freight and travel expenses |
(2,461) |
(2,681) |
|
(7,383) |
(7,730) |
Other |
(377) |
949 |
|
(1,786) |
(2,368) |
|
(13,743) |
(13,284) |
|
(47,422) |
(52,865) |
Depreciation, amortization and impairment of Fixed Assets |
|
|
|
|
|
Depreciation of PP&E |
(91,867) |
(103,163) |
|
(272,202) |
(306,086) |
Amortization of intangible assets |
(13,809) |
(14,134) |
|
(42,053) |
(42,972) |
Amortization of rights of use assets |
(12,427) |
(11,283) |
|
(34,207) |
(31,954) |
Impairment of Fixed Assets (*) |
124 |
(492,818) |
|
77 |
(500,171) |
|
(117,979) |
(621,398) |
|
(348,385) |
(881,183) |
(*) Includes $(495,484) million corresponding to the impairment of goodwill
of the CGU Argentina for the three and nine-month periods ended on September 30, 2022.
Operating expenses, disclosed per function are
as follows:
Concept |
Operating
costs |
Administration
costs |
Commercialization
costs |
Other
expenses |
Total
09.30.2023 |
Total
09.30.2022 |
Employee benefit expenses and severance payments |
(135,774) |
(53,076) |
(59,188) |
- |
(248,038) |
(275,145) |
Interconnection costs and transmission costs |
(30,120) |
- |
- |
- |
(30,120) |
(34,727) |
Fees for services, maintenance, materials and supplies |
(55,773) |
(20,872) |
(52,965) |
- |
(129,610) |
(134,637) |
Taxes and fees with the Regulatory Authority |
(78,345) |
(325) |
(826) |
- |
(79,496) |
(86,430) |
Commissions and advertising |
(792) |
- |
(61,596) |
- |
(62,388) |
(66,078) |
Cost of equipment and handsets |
(54,681) |
- |
- |
- |
(54,681) |
(51,815) |
Programming and content costs |
(57,888) |
- |
- |
- |
(57,888) |
(70,436) |
Bad debt expenses |
- |
- |
(23,774) |
- |
(23,774) |
(28,072) |
Other operating expenses |
(27,060) |
(5,834) |
(14,528) |
- |
(47,422) |
(52,865) |
Depreciation, amortization and impairment of Fixed Assets |
(270,566) |
(50,187) |
(27,709) |
77 |
(348,385) |
(881,183) |
Total as of 09.30.2023 |
(710,999) |
(130,294) |
(240,586) |
77 |
(1,081,802) |
|
Total as of 09.30.2022 |
(778,386) |
(146,341) |
(256,490) |
(500,171) |
|
(1,681,388) |
NOTE 23 – FINANCIAL RESULTS
|
Three-month period ended
September 30, |
|
Nine-month period ended
September 30, |
|
2023 |
2022 |
|
2023 |
2022 |
|
Profit (loss) |
|
Profit (loss) |
Interests on financial debts (*) |
(7,802) |
(5,969) |
|
(29,274) |
(20,619) |
Remeasurement in borrowings (**) |
11,560 |
2,485 |
|
14,958 |
6,543 |
Foreign currency exchange gains (losses) on financial debts (***) |
(1,707) |
28,478 |
|
22,810 |
111,700 |
Financial debt renegotiation results |
- |
(81) |
|
(520) |
(81) |
Total Debt financial results |
2,051 |
24,913 |
|
7,974 |
97,543 |
Fair value gains/(losses) on financial assets at fair value through profit or loss |
(1,513) |
(2,647) |
|
(12,959) |
(31,510) |
Other foreign currency exchange gains (losses) |
(2,299) |
3,485 |
|
(4,106) |
4,814 |
Other interests, net |
2,453 |
1,726 |
|
6,542 |
4,372 |
Other taxes and bank expenses |
(5,188) |
(3,675) |
|
(12,152) |
(11,078) |
Financial expenses on pension benefits |
(283) |
(281) |
|
(1,091) |
(1,025) |
Financial discounts on assets, debts and others |
(1,342) |
(1,667) |
|
(3,700) |
(5,278) |
RECPAM |
31,556 |
44,702 |
|
81,004 |
121,174 |
Total other financial results, net |
23,384 |
41,643 |
|
53,538 |
81,469 |
Total financial results, net |
25,435 |
66,556 |
|
61,512 |
179,012 |
(*) Includes $521 million and ($298) million
corresponding to net income and losses generated by DFI in the nine-month period ended September 30, 2023 and 2022, respectively.
(**) Related to Notes issued in UVA.
(***) Includes ($3,785) million and ($274) million corresponding to net
losses generated by DFI in the nine-month period ended September 30, 2023 and 2022, respectively.
NOTE 24 - BALANCES AND TRANSACTIONS WITH COMPANIES UNDER SECTION 33
- LAW No. 19,550 AND RELATED PARTIES
As of December 31,
2022 CVH was the controlling company of Telecom Argentina, holding directly and indirectly (thought VLG) 28.16% of the capital stock of
the Company. Additionally, both VLG (controlled by 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”).
TELECOM ARGENTINA S.A.
On April 28,
2023, the Ordinary and Extraordinary General Shareholders’ Meeting held, the shareholders of CVH approved the corporate reorganization
process through the merger by absorption of VLG and the Pre-Merger Commitment. The Definitive Merger Commitment was executed by public
deed dated June 5, 2023.
On September 1,
2023, IGJ proceeded to register in its Public Registry the merger by absorption of VLG and its dissolution without liquidation with
effect from January 1, 2023.
Consequently,
as of September 30, 2023, as a result of the corporate reorganization process, CVH directly owns 28.16% of the Company's share capital.
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.
For further
details on the Voting Trust Agreement and the Shareholders’ Agreement, see Note 27 to the consolidated financial statements as of
December 31, 2022.
For the purposes of these unaudited condensed consolidated
financial statements, related parties are those individuals or legal entities which are related to Telecom in terms of IAS 24.
| c) | Balances with Companies under section 33 - Law No. 19,550 and Related Parties |
| ● | Companies under section 33 - Law No. 19,550
– Associates and joint ventures |
CURRENT ASSETS |
|
September 30, |
December 31, |
Trade receivables |
|
2023 |
2022 |
Ver TV |
Associate |
2 |
1 |
OPHC |
Joint venture |
8 |
- |
|
|
10 |
1 |
Other receivables |
|
|
|
La Capital Cable |
Associate |
224 |
682 |
Ver TV |
Associate |
2 |
4 |
|
|
226 |
686 |
CURRENT LIABILITIES |
|
|
|
Trade payables |
|
|
|
La Capital Cable |
Associate |
1 |
- |
TSMA |
Associate |
2 |
2 |
OPHC |
Joint venture |
461 |
- |
|
|
464 |
2 |
Other liabilities |
|
|
|
OPHC |
Joint venture |
998 |
- |
|
|
998 |
- |
NON - CURRENT LIABILITIES |
|
|
|
Other liabilities |
|
|
|
OPHC |
Joint venture |
1,750 |
- |
|
|
1,750 |
- |
CURRENT ASSETS |
|
September 30, |
December 31, |
Trade receivables |
|
2023 |
2022 |
Other Related parties |
|
463 |
456 |
|
|
463 |
456 |
Other receivables |
|
|
|
Other Related parties |
|
2 |
8 |
|
|
2 |
8 |
CURRENT LIABILITIES |
|
|
|
Trade payables |
|
|
|
Other Related parties |
|
2,746 |
4,035 |
|
|
2,746 |
4,035 |
| d) | Transactions with Companies under section 33 - Law No. 19,550 and related parties |
| ● | Companies under section 33 - Law No. 19,550–
Associates and joint ventures |
|
Transaction |
Kind of related
party |
Nine-month period
ended September 30, |
|
|
|
2023 |
2022 |
|
|
|
Profit (loss) |
|
|
|
Revenues |
La Capital Cable |
Services revenues and other revenues |
Associate |
40 |
107 |
Ver TV |
Services revenues and other revenues |
Associate |
16 |
17 |
OPHC |
Services revenues and other revenues |
Joint venture |
25 |
- |
|
|
|
81 |
124 |
|
|
|
|
|
|
|
|
Operating costs |
La Capital Cable |
Fees for services |
Associate |
(450) |
(279) |
|
|
|
(450) |
(279) |
TELECOM ARGENTINA S.A.
|
Transaction |
Nine-month period
ended September 30, |
|
|
2023 |
2022 |
|
|
Profit (loss) |
|
|
|
Revenues |
Other Related parties |
Services and advertising revenues |
920 |
751 |
|
|
920 |
751 |
|
|
|
|
|
|
Operating costs |
Other Related parties |
Programming costs |
(8,872) |
(10,816) |
Other Related parties |
Editing and distribution of magazines |
(1,438) |
(1,971) |
Other Related parties |
Advisory services |
(1,064) |
(1,496) |
Other Related parties |
Advertising purchases |
(733) |
(953) |
Other Related parties |
Other purchases and commissions |
(459) |
(484) |
|
|
(12,566) |
(15,720) |
The transactions discussed above were made by Telecom
under the same conditions than would have been obtained from unaffiliated third parties. When Telecom’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.
NOTE 25 – 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.
NOTE 26 – RECENT DEVELOPMENTS CORRESPONDING TO THE NINE-MONTH
PERIOD ENDED SEPTEMBER 30, 2023
| a) | Decree No. 690/20 - Amendment to the LAD |
In relation to the situation described in Note
2.c).ii) in the consolidated financial statements as of December 31, 2022, during 2023 the precautionary measure, which suspended
the application of Decree No. 690/20 and related ENACOM resolutions, was extended in two occasions, being the latest on August 22,
2023 for an additional period of six months, remaining in force until February 22, 2024. Consequently, the precautionary measure
is fully in force as of the issuance date of these unaudited condensed consolidated financial statements.
Additionally, before the appeals presented by the
PEN and ENACOM, on May 5, 2023 and October 6, 2023, respectively, the Chamber II of the Court of Appeals denied the appeals
and granted the extension of the precautionary measure. Against the rule of May 5, 2023, both the PEN and ENACOM filed extraordinary
appeals, were denied by the Court of Appeals, with both the PEN and ENACOM having filed separate appeals against such decision, which
are being substantiated. Likewise, on October 24, 2023, both the PEN and ENACOM filed extraordinary appeals against the rule dated
October 6, 2023, which are being processed.
It should be noted that on June 1, 2023, the
Supreme Court of Justice dismissed the complaint appeals filed by the PEN and ENACOM against the rule dated September 9, 2022
that rejected the extraordinary appeals filed against the Resolution of the Appeals Chamber that had confirmed the extension of the precautionary
measure decreed on March 18, 2022.
Finally, in relation to the legal action filed
by the Company before the Federal Administrative Litigation Court against Decree No. 690/20 and against ENACOM resolutions No. 1,466/20
and 1,467/20, on October 18, 2023, the aforementioned file went to sentencing.
| b) | Reliable and Intelligent Telecommunications Services (STeFI, for its Spanish acronym) |
Through Resolution No. 1,289/2023, published
in the Official Gazette on August 29, 2023, ENACOM’s Board allocated the frequency band between 3,600 and 3,700 MHz to the
Fixed Service and to the Land Mobile Service, both with primary status, and established its use in time-division duplex (TDD) mode for
the provision of STeFI on the use of Fifth Generation (5G) technology in the country, regulated by ENACOM Resolution No. 2,385/2022.
In addition, ENACOM's Board allocated the frequency band between 3,600 and 3,675 MHz to Empresa Argentina de Soluciones Satelitales S.A.
(ARSAT) for a term of 20 years.
Through Resolution No. 1,285/2023, published
on the same date, ENACOM authorized the call for bids for the allocation of frequency bands for the provision of STeFI and approved the
General and Particular Bidding Terms and Conditions for the Allocation of Frequency Bands from 3,300 to 3,600 MHz (“Bid Form”),
divided into three lots of 100 MHz each. The base price for each lot was set at US$ 350 million.
TELECOM ARGENTINA S.A.
On October 3, 2023, ENACOM notified Telecom
of its prequalification to participate in the Bidding process and, on October 24, 2023, at the Auction held for the above-mentioned
Bid, Telecom was awarded Lot 2 (3,400-3,500 Mhz Band) for having submitted the highest offer, equivalent to US$ 350 million. On the same
day, ENACOM issued the administrative act related to the allocation of frequency bands to the awardees.
As of the date of these unaudited condensed consolidated
financial statements, the Company is in the process of cancelling the debt derived from the award of such frequency bands, in accordance
with the schedule stipulated in the Bid Form.
Task Solutions v. Telecom Personal S.A. on Ordinary
proceeding and Task Solutions v. Telecom Argentina S.A. on Ordinary proceeding
In relation to the situation described in Note
19.1).c) in the consolidated financial statements as of December 31, 2022, on August 1, 2023, the decision to have the case
dismissed in the first instance due to failure to prosecute within the legal time limits became final, which was ratified by the Court
of Appeals. No appeal has been filed before the Supreme Court of Argentina in this regard.
Decree No. 377/2023 - PAIS Tax on Imports
of Services and Goods
On July 24, 2023, the PEN issued Decree No. 377/2023,
regulated through the RG (AFIP) 5,393, which provides that all purchases of foreign currency made by residents in the country on or after
July 24, 2023 for the payment of obligations related to the activities detailed below will be subject to the PAIS tax (Spanish acronym
for the phrase “For an Inclusive and Supportive Argentina”):
i) Acquisition of certain services described in
the decree provided from abroad or services provided by non-residents within the country. In these cases, at the time of access to MULC,
a tax perception of 25% will be applied on the amount in pesos disbursed. The same is provided for freight and other transportation services
for import or export operations of goods, or their acquisition in the country when they are provided by non-residents, being in these
cases, the tax perception of 7.5%.
ii) The import of goods included in the Mercosur
Common Nomenclature (NCM, for its Spanish acronym) except for products such as those related to the basic food basket and/or goods related
to energy generation, among others. In these cases, the regulation provides for the application of a 7.5% tax rate. Through RG (AFIP)
5,393, AFIP establishes the application of a payment on account of 7.125% that will be calculated based on the FOB value stated in the
import declaration and must be made at the time of formalizing the import declaration. Said payment on account may be deducted from the
determined tax of 7.5% that is applicable at the time of access to the exchange market.
The tax described is an expense that, by its nature,
is caused by a financial transaction, which is the payment of an obligation with third parties. Consequently, and following its accounting
policy, the Company has defined its disclosure in the consolidated income statement in the line “Other financial results, net”
as “Other taxes and bank expenses”. As of September 30, 2023, the expense recognized by this tax amounts to $1,546 million.
Acquisition of the OPHC
On April 24, 2023, the Company entered into
a share subscription agreement, whereby it subscribed 1,000 Class B common shares, entitled to one vote per share, of OPHC, representing
50% of its capital stock, as well as an agreement of joint corporate governance of OPHC and its subsidiaries, with the other shareholder.
OPHC, a company incorporated in the state of Delaware,
USA, holds a 100% equity interest in Open Pass S.A.U. (“Open Pass”), a company that provides computer services related to
software development and maintenance, with which Micro Sistemas holds an agreement for the use and development of the electronic wallet
platform.
The transaction price
was set at US$ 13.8 million. On the date of subscription of the shares, the Company paid US$4.8 million, equivalent to $1,810 million
in current currency as of September 30, 2023 ($1,453 million in cash and $357 million through the delivery of government securities),
and the outstanding balance will be settled in three equal annual installments. As of September 30, 2023, the Company's debt amounts
to $2,748 million ($998 million are current and $1,750 million are non-current), and is recognized in “Other liabilities”.
In April, 2023, Micro Sistemas assigned to the
Company the call option rights receivable over Open Pass shares granted to Micro Sistemas by certain shareholders of Open Pass, which
expired on April 30, 2023.
In addition, in March, 2023, the Company set up
a guarantee trust which as of September 30, 2023 is registered in IGJ, whose purpose is to constitute a guarantee of payment of the
remaining balance to be paid to OPHC, with OPHC being the beneficiary of such trust.
TELECOM ARGENTINA S.A.
As of September 30, 2023 the Company maintains
a guarantee deposit under "Other receivables" for $3,116 million ($1,048 million are current and $2,068 million are non-current),
related to the balance in bank accounts reported by the trust.
NOTE 27 – SUBSEQUENT EVENTS TO SEPTEMBER
30, 2023
On October 17, 2023, the Company subscribed
two new tranches (5 and 6) under the IDB loan for a total of US$ 120 million (equivalent to $42,012 million), net of issuance expenses
for $866 million.
The funds received (US$100 million and US$20 million
for tranches 5 and 6, respectively) will accrue compensatory interest at a semiannual SOFR plus a margin of 9.18 percentage points. These
principals will be amortized in five consecutive semiannual installments starting in June 2025 and ending with the last payment in
June 2027.
The funds will be used to pay for the 5G spectrum,
included in note 26.1.b).
| b) | Constitution of Micro Fintech Holding LLC |
In order to participate and invest in the capital
of other companies, established or to be established, in the country or abroad, whose main or accessory activity is mainly, but not exclusive,
executing and exercising functions within a payment scheme and/or or services complementary to financial activity, on October 11,
2023, Telecom Argentina established the company Micro Fintech Holding LLC in the State of Delaware, USA.
Telecom Argentina is the owner of 100% of the participation
in such company.
| c) | Assets held for sale - property "Costanera" |
In relation to the situation described in Note
4.j) in the consolidated financial statements as of December 31, 2022, on October 30, 2023, the deed was signed, and possession
of the property "Costanera," located in the Autonomous City of Buenos Aires, Argentina, was delivered for a total of US$6 million.
As of September 30, 2023, the Company held
an advance of US$2 million ($711 million recorded under the item "Advances received for assets held for sale" within "Other
liabilities") for this sale.
In November 2023, the Company collected US$1.35
million, and the remaining balance will be collected in two installments of US$1.15 million and US$1.5 million in January 2024 and
2025, respectively.
|
|
Carlos Moltini |
|
|
|
|
|
Chairman of the Board of Directors |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
AS OF SEPTEMBER 30, 2023
(In millions of Argentine pesos in current currency
or as expressly indicated)
As provided under Resolution No. 777 issued
by the CNV on December 28, 2018, this Report discloses the comparative balances, restated to current currency as of September 30,
2023.
The table below shows
the evolution of the National CPI with the characteristics identified in Note 1.d) to the unaudited condensed consolidated financial statements
of the last year and as of September 30, 2023 and 2022 according to official statistics (INDEC) and the Banco Nación US dollar
exchange rate used for the preparation of this operating and financial review and prospects:
|
As of
September 30,
2022 |
As of December
31, 2022 |
As of
September 30,
2023 |
National CPI(December 2016=100) |
967.31 |
1,134.59 |
2,304.92 |
|
|
|
|
Variation in prices |
|
|
|
Annual |
83.03% |
94.79% |
138.28% |
Accumulated 3 months since June 2022/2023 |
21.98% |
n/a |
34.82% |
Accumulated 9 months |
66.07% |
n/a |
103.15% |
|
|
|
|
Banco Nación US$/$ exchange rate |
147.32 |
177.16 |
349.95 |
|
|
|
|
Variation in the exchange rate |
|
|
|
Annual |
49.20% |
72.47% |
137.54% |
Accumulated 3 months since June 2022/2023 |
17.64% |
n/a |
36.33% |
Accumulated 9 months |
43.42% |
n/a |
97.53% |
| 2. | Telecom’s
activities for the nine-month periods ended September 30, 2023 (“9M23”)
and 2022 (“9M22”) |
|
|
|
|
|
|
|
|
|
|
|
9M23 |
|
9M22 |
|
Variation |
|
|
|
|
|
|
|
|
|
$ |
% |
Revenues |
1,030,771 |
|
1,122,215 |
|
(91,444) |
(8.1) |
Employee benefit expenses and severance payments |
(248,038) |
|
(275,145) |
|
27,107 |
(9.9) |
Interconnection and transmission costs |
(30,120) |
|
(34,727) |
|
4,607 |
(13.3) |
Fees for services, maintenance, materials and supplies |
(129,610) |
|
(134,637) |
|
5,027 |
(3.7) |
Taxes and fees with the Regulatory Authority |
(79,496) |
|
(86,430) |
|
6,934 |
(8.0) |
Commissions and advertising |
(62,388) |
|
(66,078) |
|
3,690 |
(5.6) |
Cost of equipment and handsets |
(54,681) |
|
(51,815) |
|
(2,866) |
5.5 |
Programming and content costs |
(57,888) |
|
(70,436) |
|
12,548 |
(17.8) |
Bad debt expenses |
(23,774) |
|
(28,072) |
|
4,298 |
(15.3) |
Other operating expenses |
(47,422) |
|
(52,865) |
|
5,443 |
(10.3) |
Depreciation, amortization and impairment of Fixed Assets |
(348,385) |
|
(881,183) |
|
532,798 |
(60.5) |
Operating loss |
(51,031) |
|
(559,173) |
|
508,142 |
(90.9) |
Earnings from associates and joint venture |
(1,178) |
|
815 |
|
(1,993) |
n/a |
Debt financial expenses |
7,974 |
|
97,543 |
|
(89,569) |
(91.8) |
Other financial results, net |
53,538 |
|
81,469 |
|
(27,931) |
(34.3) |
Income tax benefit (expense) |
75,861 |
|
(10,241) |
|
86,102 |
n/a |
Net (loss) income |
85,164 |
|
(389,587) |
|
474,751 |
n/a |
|
|
|
|
|
|
|
Net (loss) income attributable to: |
|
|
|
|
|
|
Controlling Company |
81,304 |
|
(392,863) |
|
474,167 |
n/a |
Non-controlling interest |
3,860 |
|
3,276 |
|
584 |
17.8 |
|
|
|
|
|
|
|
Earnings per share for income (loss) attributable to the Controlling Company - Basic and diluted |
37.75 |
|
(182.41) |
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(1) |
297,354 |
|
322,010 |
|
(24,656) |
(7.7) |
| (1) | Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income taxes, financial results,
earnings (losses) from associates and joint ventures, depreciation, amortization and impairment of Fixed Assets. For further information
on the use of adjusted EBITDA, see “Adjusted EBITDA”. |
In
9M23, net income amounted to $85,164 million (compared to a loss of $389,587 million in 9M22), representing 8.3% of revenues (compared
to 34.7% in 9M22). The increase in 9M23 compared to 9M22 was mainly due to a decrease in depreciation, amortization and impairment of
Fixed Assets of $532,798 million (mainly due to the fact that in 9M22 Goodwill was impaired by $495,484 million), a decrease in the rest
of the operating costs of $66,788 million and a decrease in income tax expense of $86,102 million, which were partially offset by a decrease
in revenues of $91,444 million and lower financial results, net for $117,500 million.
In
9M23, Adjusted EBITDA totaled $297,354 million, representing 28.8% of revenues (compared to 28.7% in 9M22). The decrease in 9M23
compared to 9M22 was mainly due to a decrease in revenues of $91,444 million, partially offset
by the decrease in operating cost (without depreciation, amortization and impairment of Fixed Assets) of $66,788 million.
|
|
|
Variation |
|
9M23 |
9M22 |
$ |
% |
Mobile Services |
418,261 |
445,857 |
(27,596) |
(6.2) |
Internet Services |
221,488 |
238,549 |
(17,061) |
(7.2) |
Cable Television Services |
185,380 |
216,022 |
(30,642) |
(14.2) |
Fixed and Data Services |
121,423 |
139,476 |
(18,053) |
(12.9) |
Other services revenues |
8,693 |
9,418 |
(725) |
(7.7) |
Subtotal Services revenues |
955,245 |
1,049,322 |
(94,077) |
(9.0) |
Equipment revenues |
75,526 |
72,893 |
2,633 |
3.6 |
Total Revenues |
1,030,771 |
1,122,215 |
(91,444) |
(8.1) |
During 9M23 revenues decreased 8.1% or $91,444
million compared to 9M22, amounting to $1,030,771 million.
Albeit the greater demand for services, revenues
decreased mainly due to the fact that, as a consequence of the 138.28% annual inflation in Argentina, the Company (and other competitors
in the ICT industry) was unable to increase its prices during 9M23 to the same extent as the increase in inflation.
Revenues include $298,119 million and $751,829
million in 9M23 and 9M22, respectively, related to the effect generated by the restatement in current currency as of September 30,
2023.
Mobile Services
Mobile services revenues in 9M23 amounted to $418,261
million (a decrease of $27,596 million or -6.2% as compared to 9M22), being the principal contributor to our total services revenues for
9M23 (43.8% of services revenues in 9M23 as compared to 42.5% in 9M22). The effect generated by the restatement in current currency as
of September 30, 2023 included in Mobile services revenues amounted to $122,499 million and $298,572 million in 9M23 and 9M22, respectively.
Mobile services revenues
in Argentina amounted to $383,878 million (a decrease of $23,856 million or 5.9% as compared to 9M22). Mobile internet services
revenues represented 92% and 88% of the mobile services revenues as of September 30, 2023 and 2022, respectively. This decrease was
mainly due to 7.7% decrease in the ARPU, partially offset by a 4% increase in the number of customers.
The ARPU amounted
to $2,060.5 as of September 30, 2023 (compared to $2,231.5 as of September 30, 2022). This decrease was mainly explained by
the fact that, as a consequence of the annual 138.28% inflation in Argentina, the Company (and other competitors in the ICT industry)
was unable to increase its prices during 9M23 to the same extent as the increase in inflation (the effect generated by the restatement
in current currency as of September 30, 2023 included in ARPU amounted to $596.9 and $1,489.8 as of September 30, 2023 and 2022,
respectively) and 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).
Personal’s mobile customers amounted to 20.8
million and 20.0 million as of September 30, 2023 and 2022, respectively. Out of the total mobile customers as of September 30,
2023, 61% were prepaid customers and 39% were postpaid customers, whereas as of September 30, 2022, 57% were prepaid customers and
43% were postpaid customers. A change in customer behaviour is observed, resulting in an increase in prepaid services customers of 10.5%
and a decrease in the postpaid services customers of 5.1%. Additionally, the average churn rate per month amounted to 1.8% in 9M23 (compared
to a 2.4% average in 9M22).
Mobile services revenues generated in Paraguay
amounted to $34,383 million in 9M23 (a $3,740 million or 9.8% decrease compared to 9M22). The decrease was mainly due to a decrease in
Núcleo’s ARPU, partially offset by the appreciation of the Guaraní against the Argentine Peso.
Núcleo’s ARPU amounted to $1,661.4
as of September 30, 2023 (compared to $1,847.4 as of September 30, 2022), representing a 10.1% decrease. The decrease in ARPU
was mainly due to the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense
competition and an increase in the migration of customers from postpaid to prepaid services (which have a lower ARPU than postpaid customers).
Núcleo’s customer amounted to 2.4
million customers as of September 30, 2023 and increase 1,7% compared to 2.3 million as of September 30, 2022. Out of the total
mobile customers as of September 30, 2023, 78% were prepaid customers and 22% were postpaid customers, whereas as of September 30,
2022, 80% were prepaid customers, and 20% were postpaid customers. Additionally, the average churn rate per month amounted to 2.5% and
2.7% in 9M23 and 9M22, respectively.
Internet Services
Internet services revenues amounted to $221,488
million in 9M23, decreasing $17,061 million or 7.2% as compared to 9M22. The effect generated by the restatement in current currency as
of September 30, 2023 included in internet services revenues amounted to $63,922 million and $160,015 million in 9M23 and 9M22, respectively.
The decrease in internet services revenues in 9M23
was mainly due to the decrease in the Broadband Internet access ARPU of 9.5% and in the customer base of 3.0%.
The ARPU reached
$5,697.3 in 9M23 as compared to $6,295.4 in 9M22. This decrease in ARPU is mainly explained by the fact that, as a consequence of the
annual 138.28% inflation in Argentina, the Company (and other competitors in the ICT industry) was unable to increase its prices during
9M23 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30,
2023 included in ARPU amounted to $1,625.7 and $4,320.1 as of September 30, 2023 and 2022, respectively).
The customer base
in 9M23 amounted to 4.1 million compared to 4.2 million in 9M22. The decrease in the customer base was mainly due to the intense
competition between the different market participants despite the efforts of the Company regarding retention policies. Additionally, the
churn rate per month amounted to 1.7% and 1.5% in 9M23 and 9M22, respectively.
In connection with initiatives to continue developing
the experience of fixed internet service customers, Personal doubled the internet speed to all its residential customers (with HFC, FTTH
technology), going from 50 Mb to 100 Mb, from 100 Mb to 300 Mb and from 300 Mb to 500 Mb. More than three million customers received an
increase in the speed of their contracted service without modifying their commercial conditions. As a consequence, customers who have
plans of 100 Mb or higher, that as of September 30, 2023 amounted to 3.4 million, an increase of 78.8% as a whole compared to 9M22.
Such customers represented 84% and 46% of the total customer base as of September 30, 2023 and 2022, respectively.
Cable Television Services
Cable television service revenues amounted to $185,380
million in 9M23, decreasing $30,642 million or 14.2% as compared to revenues in 9M22. The effect generated by the restatement in current
currency as of September 30, 2023, included in cable television services revenues, amounted to $53,590 million and $144,633 million
in 9M23 and 9M22, respectively.
The decrease in Cable television service revenues
in 9M23 was mainly due to the decrease in ARPU, a 5.9% decrease compared to 9M22, and a 4.3% decrease in the customer base compared to
9M22.
The ARPU amounted
to $5,876.5 as of September 30, 2023 compared to an ARPU of $6,245.1 as of September 30, 2022. The decreased is mainly
explained since annual inflation as of September 30, 2023 amounted to 138.28%, the Company (and other competitors in the ICT industry)
was unable to increase its prices during 9M23 to the same extent as the increase in inflation (the effect generated by the restatement
in current currency as of September 30, 2023 included in ARPU amounts to $1,727.9 and $4,059.8 as of September 30, 2023 and
2022, respectively).
In 9M23, the customer
base in Argentina amounted to 3.1 million customers which represented a decrease of 4.3% compared to 9M22. This decrease is mainly due
to the economic situation in Argentina and the changes in customers’ consumption trends. Flow’s customer base reached 1.4
million and Premiums packs customer base amounted to 2.4 million in 9M23. Additionally, the average churn rate per month amounted to 1.8%
and 1.3% in 9M23 and 9M22, respectively.
Fixed and Data Services
Revenues generated by fixed and data services amounted
to $121,423 million in 9M23 (representing 12.7% of our total services revenues), decreasing $18,053 million or 12.9% as compared to $139,476
million in 9M22. The effect generated by the restatement in current currency as of September 30, 2023 included in fixed and data
services revenues amounted to $34,600 million and $93,765 million in 9M23 and 9M22, respectively.
The decrease in fixed and data services in 9M23
was mainly due to a decrease in ARPU, decreasing 6.3% as compared to 9M22, and a decrease in the customer base of 4.4% compared to 9M22.
The ARPU of fixed
telephony services in Argentina decreased to $2,694.5 in 9M23 from $2,875.1 in 9M22. This decrease is mainly explained because, as a consequence
of the annual 138.28% inflation in Argentina the Company (and other competitors in the ICT industry) was unable to increase its prices
to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30,
2023 included in ARPU amounts to $842.4 and $1,933.6 as of September 30, 2023 and 2022, respectively).
The customer base
amounted to 2.9 million in 9M23, compared to 3.1 million in 9M22. The customer base decreased mainly due to changes in consumption
behaviour of customers.
Equipment
Equipment revenues amounted
to $75,526 million in 9M23 (an increase of $2,633 million or 3.6% compared to 9M22). This variation is mainly due to a 19% increase in
handsets sold compared to 9M22.
The effect generated by
the restatement in current currency as of September 30, 2023 included in Equipment revenues amounts to $21,540 million and $48,840
million in 9M23 and 9M22, respectively.
An important operational performance measure used
by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS 8) is Adjusted EBITDA. Adjusted EBITDA is defined
as our net (loss) income less income tax, financial results, Earnings (losses) from associates and joint ventures, and depreciation, amortization
and impairment of Fixed Assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing
out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization
of PP&E and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted
EBITDA is not a measure defined in accordance with IFRS (a non-GAAP measure), our Management believes that this measure facilitates operating
performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their
evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted
EBITDA may not be comparable to Adjusted EBITDA as used by other companies.
The following table shows the reconciliation of
Net income (loss) to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
9M23 |
|
9M22 |
|
Variation |
|
|
|
|
|
|
|
($ million) |
|
$ |
% |
Net income (loss) |
85,164 |
|
(389,587) |
|
474,751 |
n/a |
Income tax (benefit) expense |
(75,861) |
|
10,241 |
|
(86,102) |
n/a |
Other financial results, net |
(53,538) |
|
(81,469) |
|
27,931 |
34.3 |
Debt financial expenses |
(7,974) |
|
(97,543) |
|
89,569 |
91.8 |
Earnings from associates and joint ventures |
1,178 |
|
(815) |
|
1,993 |
n/a |
Operating loss |
(51,031) |
|
(559,173) |
|
508,142 |
(90.9) |
Depreciation, amortization and impairment of Fixed Assets |
348,385 |
|
881,183 |
|
(532,798) |
60.5 |
Adjusted EBITDA |
297,354 |
|
322,010 |
|
(24,656) |
(7.7) |
Adjusted EBITDA amounted
to $297,354 million in 9M23, representing a decrease of $24,656 million or 7.7% as compared to 9M22. Adjusted EBITDA represented 28.8%
and 28.7% of total revenues in 9M23 and 9M22, respectively.
Operating costs without
depreciation, amortization and impairment of Fixed Assets totaled $733,417 million in 9M23, which represents a decrease of $66,788 million
or 8.3% compared to 9M22. These lower costs are mainly associated with the decrease in Employee benefit expenses and severance payments,
Programming and content costs, Taxes and fees with the Regulatory Authority, Fees for services, maintenance, materials and supplies, Interconnection
and transmission costs and Bad debt expenses, partially slightly offset by higher Cost of equipment and handsets. The headcount as of
9M23 totaled 21,562 employees.
The effect generated by
the restatement in current currency as of September 30, 2023 included in operating costs amounts to $217,651 million and $537,316
million in 9M23 and 9M22, respectively.
Depreciation, amortization and impairment of Fixed Assets
Depreciation,
amortization and impairment of Fixed Assets amounted to $348,385 million in 9M23, a decrease of $532,798 million or 60.5% compared
to 9M22.
The decrease is mainly due to the fact that in
9M22, the Management identified the need to review the estimate of the recoverable value of Goodwill assigned to the cash-generating unit
(CGU) of Argentina. From such analysis, it concluded that the book value of the Argentine CGU exceeded its fair value. Consequently, Goodwill
was impaired by $495,484 million in current currency as of September 30, 2023.
Additionally, the variation
is also due to the effect of those assets that ended their useful life after September 30, 2022, 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 September 30, 2023 included in depreciation, amortization and impairment of Fixed Assets
amounts to $282,110 million and $835,984 million in 9M23 and 9M22, respectively.
Operating loss amounted
to $51,031 million in 9M23, representing 5% of revenues in 9M23, while in 9M22 amounted to $559,173 million (49.8% of revenues).
|
|
Variation |
|
9M23 |
9M22 |
$ |
% |
Interests on financial debts |
(29,274) |
(20,619) |
(8,655) |
42.0 |
Remeasurement in borrowings |
14,958 |
6,543 |
8,415 |
128.6 |
Foreign currency exchange gains on financial debts |
22,810 |
111,700 |
(88,890) |
(79.6) |
Financial debt renegotiation results |
(520) |
(81) |
(439) |
n/a |
Total debt financial results |
7,974 |
97,543 |
(89,569) |
(91.8) |
Other foreign currency exchange gains (losses) |
(4,106) |
4,814 |
(8,920) |
n/a |
Fair value gains/(losses) on financial assets at fair value through profit or loss |
(12,959) |
(31,510) |
18,551 |
(58.9) |
Other interests, net |
6,542 |
4,372 |
2,170 |
49.6 |
RECPAM |
81,004 |
121,174 |
(40,170) |
(33.2) |
Other |
(16,943) |
(17,381) |
438 |
(2.5) |
Total other financial results, net |
53,538 |
81,469 |
(27,931) |
(34.3) |
Total financial results, net |
61,512 |
179,012 |
(117,500) |
(65.6) |
We incurred in a financial gain, net of $61,512
million in 9M23 (compared to a gain of $179,012 million in 9M22). Financial Results, net in 9M23 mainly include (i) foreign exchange
gains measured in real terms of $18,704 million as a result of a 97.53% devaluation of the Argentine peso against the US dollar compared
to a 103.15% inflation (compared to a gain of $116,514 million in 9M22– 43.42% devaluation of the Argentine peso against the US
dollar vs. a 66.07% inflation), (ii) the RECPAM, which amounted to a gain of $81,004 million (compared to a gain of $121,174 million
in 9M22), and (iii) gains from remeasurement in borrowings of $14,958 million (compared to $6,543 million in 9M22). These effects
are partially offset by losses of (i) fair value losses on financial assets at fair value through profit or loss of $12,959 million
(compared to a loss of $31,510 million in 9M22), (ii) interest on financial debts, measured in real terms, of $29.274 million (compared
to a loss of $20.619 million in 9M22), and (iii)other financial results (included Other interests, net of $10,921 million (compared to
$13,090 million).
| · | Income tax benefit (expense) |
Telecom’s income tax includes the following
effects: (i) the current tax payable pursuant to tax legislation applicable, and (ii) the effect of applying the deferred tax
method on temporary differences arising out of the asset and liability valuation according to tax versus financial accounting criteria,
including the income tax inflation effect.
Income tax benefit amounted to $75,861 million
in 9M23 compared to an expense of $10,241 million in 9M22. It includes the following effects: (i) current tax, generated $1,157 million
tax expense in 9M23 (compared to an expense of $83,241 million in 9M22), (ii) regarding the deferred tax in 9M23, Telecom recorded
a deferred tax gain of $77,018 million (compared to a gain of $73,000 million in 9M22).
Telecom Argentina
recorded a net income of $85,164 million in 9M23 (compared to a net loss of $389,587 million in 9M22) and represents an 8.3% of
revenues (compared to 34.7% in 9M22).
Net income attributable
to Controlling Company amounted to $81,304 million in 9M23 compared to a loss of $392,863 million in 9M22.
Consolidated financial position analysis |
|
|
September 30, |
December 31, |
Variation |
|
2023 |
2022 |
Financial assets – current |
135,846 |
97,564 |
38,282 |
Financial assets – non-current |
449 |
409 |
40 |
Total financial assets |
136,295 |
97,973 |
38,322 |
|
|
|
|
Borrowings – current |
(287,513) |
(272,956) |
(14,557) |
Borrowings - non current |
(639,624) |
(680,206) |
40,582 |
Total borrowings |
(927,137) |
(953,162) |
26,025 |
|
|
|
|
Financial liabilities, net – current |
(151,667) |
(175,392) |
23,725 |
Financial liabilities, net - non current |
(639,175) |
(679,797) |
40,622 |
Total financial liabilities, net |
(790,842) |
(855,189) |
64,347 |
The consolidated financial
position, net (that is: Cash and cash equivalents, net of funds to be paid to clients, plus Financial investments and DFI less Borrowings)
is debt and amounted to $790,842 million as of September 30, 2023, which represents a decrease of $64,347 million compared to December 31,
2022.
| · | CAPEX in PP&E and Intangible Assets and Rights of use assets additions |
CAPEX and Rights of use assets additions composition
9M23 and 9M22 is as follows:
|
In millions of $ |
Variation |
|
9M23 |
9M22 |
$ |
% |
PP&E |
134,919 |
167,980 |
(33,061) |
(19.7) |
Intangibles assets |
12,303 |
10,458 |
1,845 |
17.6 |
Total CAPEX |
147,222 |
178,438 |
(31,216) |
(17.5) |
Rights of use assets |
40,054 |
25,684 |
14,370 |
55.9 |
Total CAPEX and Right of use asset additions |
187,276 |
204,122 |
(16,846) |
(8.3) |
The main CAPEX projects are related to the expansion
of cable TV 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 together with the launch of innovative
Value-Added Services (“VAS”).
In terms of infrastructure, during 2023 we 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, in 2,028 localities as of September 30, 2023. Additionally,
we reached a coverage of 98% of the population of major cities of Argentina, as of such date. Our customers with access to our 4G network,
according to the latest benchmark of September 2023 carried out by Ookla, perceive a better service experience reaching average speeds
of 34 Mbps, compared to 27 Mbps as of September 30,2022. On the other hand, approximately 63% 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.
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 September 30, 2023 (“3Q23”) and 2022 (“3Q22”) |
|
|
|
Variation |
|
3Q23 |
3Q22 |
$ |
% |
Revenues |
333,403 |
353,226 |
(19,823) |
(5.6) |
Operating costs without depreciation, amortization and impairment of Fixed Assets |
(233,918) |
(266,194) |
32,276 |
(12.1) |
Depreciation, amortization and impairment of Fixed Assets |
(117,979) |
(621,398) |
503,419 |
(81.0) |
Operating loss |
(18,494) |
(534,366) |
515,872 |
n/a |
Earnings from associates and joint ventures |
(85) |
397 |
(482) |
n/a |
Financial results, net |
25,435 |
66,556 |
(41,121) |
(61.8) |
Income tax benefit (expense) |
25,179 |
(14,830) |
40,009 |
n/a |
Net income (loss) |
32,035 |
(482,243) |
514,278 |
n/a |
|
|
|
|
|
Attributable to: |
|
|
|
|
Controlling Company |
30,297 |
(483,719) |
514,016 |
n/a |
Non-controlling interest |
1,738 |
1,476 |
262 |
17.8 |
|
32,035 |
(482,243) |
514,278 |
n/a |
|
|
|
|
|
Basic and diluted income (loss) per share attributable to the Controlling Company (in Argentine pesos) |
14.07 |
(224.60) |
|
|
|
|
|
|
|
Adjusted EBITDA |
99,485 |
87,032 |
12,453 |
14.3 |
Revenues in 3Q23 amounted to $333,403 million and
operating costs (without depreciation, amortization and impairment of Fixed Assets) amounted to $233,918 million, therefore, adjusted
EBITDA amounted to $99,485 million (equivalent to 29.8% of revenues in 3Q23 compared to 24.6% in 3Q22). Depreciation, amortization and
impairment of Fixed Assets amounted to $117,979 million (equivalent to 35.4% of revenues) and operating loss amounted to $18,494 million
(equivalent to 5.5% of revenue in 3Q23 vs. 151.3% in 3Q22).
Services revenues amounted to $309,251 million
in 3Q23 -equivalent to 92.8% of total revenues-, and equipment revenues amounted to $24,152 million in 3Q23 –equivalent to 7.2%
of total revenues.
Mobile services revenues amounted to $135,631 million
in 3Q23 –equivalent to 43.9% of services revenues– which were mainly generated by Personal’s customers in Argentina.
Internet services revenues amounted to $72,571
million in 3Q23 –equivalent to 23.5% of services revenues–.
Cable television services revenues amounted to
$57,740 million in 3Q23 –equivalent to 18.7% of service revenues– and they are mainly composed of services revenues provided
in Argentina and Uruguay.
Finally, Fixed and data services revenues amounted
to $40,240 million in 3Q23 –equivalent to 13% of service revenues.
Operating costs without depreciation, amortization
and impairment of Fixed Assets amounted to $233,918 million in 3Q23, being the main components, employee benefit expenses and severance
payments (amounted to $80,471 million); fees for services, maintenance, materials and supplies (amounted to $42,912 million); taxes and
fees with the Regulatory Authority (amounted to $25,669 million); and commissions and advertising (amounted to $19,019 million).
Financial results, net amounted to a gain of $25,435
million in 3Q23, mainly due to gains related to: remeasurement in borrowings for $11,560 million, RECPAM amounting to $31,556 million,
and other interests, net for $2,453 million, partially offset by losses on: foreign exchange gains measured in real terms for $4,006 million,
fair value on financial assets at fair value through profit or loss for $1,513 million, interests on financial debts of $7,802 million,
and (iv) other financial results for $6,813 million.
Income tax benefit amounted to $25,179 million
in 3Q23. Therefore, Telecom Argentina obtained a net income amounting to $32,035 million in 3Q23, which represents 9.6% of revenues.
Net income attributable to the Controlling Company
amounted to $30,297 million in 3Q23.
| 4. | Summary
of comparative consolidated statements of financial position |
|
September 30, |
|
2023 |
2022 |
2021 |
2020 |
2019 |
Current assets |
258,831 |
209,684 |
239,133 |
428,460 |
585,419 |
Non-current assets |
3,126,520 |
3,312,456 |
4,028,460 |
4,178,800 |
4,276,002 |
Total assets |
3,385,351 |
3,522,140 |
4,267,593 |
4,607,260 |
4,861,421 |
Current liabilities |
572,268 |
593,335 |
658,410 |
624,043 |
689,287 |
Non-current liabilities |
1,148,959 |
1,251,483 |
1,460,907 |
1,480,489 |
1,572,504 |
Total liabilities |
1,721,227 |
1,844,818 |
2,119,317 |
2,104,532 |
2,261,791 |
Equity attributable to the Controlling Company |
1,629,889 |
1,646,283 |
2,114,547 |
2,465,282 |
2,560,168 |
Equity attributable non-controlling interest |
34,235 |
31,039 |
33,729 |
37,446 |
39,462 |
Total Equity |
1,664,124 |
1,677,322 |
2,148,276 |
2,502,728 |
2,599,630 |
Total liabilities and equity |
3,385,351 |
3,522,140 |
4,267,593 |
4,607,260 |
4,861,421 |
| 5. | Summary
of comparative consolidated income statements |
|
9M23 |
9M22 |
9M21 |
9M20 |
9M19 |
Revenues |
1,030,771 |
1,122,215 |
1,277,782 |
1,384,602 |
1,450,847 |
Operating costs |
(1,081,802) |
(1,681,388) |
(1,272,614) |
(1,255,649) |
(1,320,035) |
Operating income (loss) |
(51,031) |
(559,173) |
5,168 |
128,953 |
130,812 |
Earnings from associates and joint ventures |
(1,178) |
815 |
915 |
2,473 |
(1,854) |
Financial results, net |
61,512 |
179,012 |
133,412 |
(88,002) |
(130,455) |
Income (loss) before income tax |
9,303 |
(379,346) |
139,495 |
43,424 |
(1,497) |
Income tax benefit (expense) |
75,861 |
(10,241) |
(135,025) |
(51,729) |
(113,856) |
Net income (loss) |
85,164 |
(389,587) |
4,470 |
(8,305) |
(115,353) |
Other comprehensive loss, net of tax |
(599) |
(14,538) |
(17,345) |
(6,581) |
(6,917) |
Total comprehensive income (loss) |
84,565 |
(404,125) |
(12,875) |
(14,886) |
(122,270) |
Attributable to Controlling Company |
80,639 |
(403,827) |
(11,685) |
(15,703) |
(124,207) |
Attributable to non-controlling interest |
3,926 |
(298) |
(1,190) |
817 |
1,937 |
| 6. | Summary
of comparative consolidated statements of cash flow |
|
9M23 |
9M22 |
9M21 |
9M20 |
9M19 |
Net cash flows provided by operating activities |
305,472 |
311,344 |
394,598 |
477,342 |
506,812 |
Net cash flows used in investing activities |
(230,844) |
(271,549) |
(369,030) |
(313,820) |
(252,810) |
Net cash flows used in financing activities |
(58,766) |
(32,801) |
(52,031) |
(241,130) |
(8,719) |
Net foreign exchange differences and RECPAM on cash and cash equivalents |
947 |
(7,072) |
(9,743) |
9,834 |
9,681 |
Total cash and cash equivalents (used) provided during the period |
16,809 |
(78) |
(36,206) |
(67,774) |
254,964 |
| 7. | Statistical data (in physical units in index-term) |
|
09.30.23 |
09.30.22 |
09.30.21 |
09.30.20 |
09.30.19 |
Cable TV Subscribers (i) |
96.2% |
100.3% |
102.0% |
102.2% |
100.6% |
Internet Access (ii) |
100.7% |
103.9% |
104.6% |
103.0% |
102.0% |
Fixed telephony services lines (ii) |
76.6% |
80.1% |
83.3% |
84.4% |
87.7% |
Personal Mobile telephony services lines (ii) |
109.4% |
105.4% |
102.9% |
98.3% |
100.0% |
Núcleo’s customers (ii) |
107.9% |
105.0% |
97.2% |
96.0% |
95.9% |
| (i) | Base December 2013= 100 |
| (ii) | Base December 2017= 100 |
|
09.30.23 |
09.30.22 |
09.30.21 |
09.30.20 |
09.30.19 |
Liquidity (1) |
0.45 |
0.35 |
0.36 |
0.69 |
0.85 |
Solvency (2) |
0.97 |
0.91 |
1.01 |
1.19 |
1.15 |
Locked-up capital (3) |
0.92 |
0.94 |
0.94 |
0.91 |
0.88 |
| 1) | Current assets/Current liabilities. |
| 2) | Total equity/Total liabilities. |
| 3) | Non-current assets/Total assets. |
After the first nine months of 2023, in a context
where some of the unfavorable macroeconomic trends have deepened, Telecom maintains its unwavering commitment to its customers: to continue
offering the best comprehensive ecosystem of digital, connectivity, and entertainment services.
To fulfill this commitment, it is necessary to
consolidate the sustainability of the Company’s operations, which are affected by the macroeconomic variables of Argentina in a
year marked by national elections. The context has forced us to focus on the optimization of processes and efficiencies, in order to face
a complex circumstantial scenario, characterized by unpredictability, inflation acceleration, exchange rate instability, and increased
interest rates, in addition to difficulties in accessing the foreign exchange market for the purchase of technological equipment, among
others, due to the scarcity of foreign exchange in the country.
Telecom is part of a key industry for the country's
economic development and its regional and global projection, with a major role in creating value not only for the different verticals
of the Industry 4.0 but also in people's everyday lives, and in generating the talent required for the evolution of society.
In this regard, the availability of dedicated spectrum
for 5G technology which concluded with the call for bids at the end of this quarter, undoubtedly increases opportunities to expand and
enhance new services, mainly related to B2B industry verticals.
At Telecom, we are
prepared to embrace the challenges posed by the 5G ecosystem, an exponential technological change, the base of digital transformation,
a catalyst for competitiveness among countries, and a significant enabler of the knowledge economy and value creation across industries,
cities, and entrepreneurs. This motivated Telecom to participate in the public bidding process. On October 24, 2023, the Company
was awarded a 100MHz block and it will gradually start the deployment.
The Company, like other links in the value chain
of the ICT industry, requires constant equalization between its sources of revenues in pesos and the need to make intensive dollarized
investments. Investments that are essential for infrastructure maintenance and deployment that currently nourishes the connectivity and
communications of our clients, as well as -and mainly- in view of the potential of the technological evolution towards fifth generation
networks.
To face the challenge of connecting Argentines
and offering them state-of-the-art digital services, the Company will continue to analyze the evolution of international markets in search
of financing opportunities in line with its financial strategy, and access local capital markets and/or apply for bank loans with local
entities to meet its financial needs and drive the investment plan.
On the other hand, there is still an uncertain
scenario for ICT companies generated by Emergency Decree No. 690/20, whereby the PEN declared ICT Services as public services subject
to competition. In this context, the injunction ordering the suspension of the application of the Emergency Decree for a period of six
months is in force until February, 2024.
We continue to analyze opportunities to position
ourselves as a leader in digital services, in our transformation path towards becoming a tech-co company with regional projection, focusing
on the development of innovative services that expand the footprint of our platform ecosystem. Such is the case of Personal's electronic
wallet, Personal Pay, which continues to strengthen its positioning in the Argentine market.
Our digital transformation facilitates the evolution
of the Company's operational model, incorporating technological enablers that bring innovation, such as automation processes, artificial
intelligence, cloudification, and big data management, to continue scaling the digitalization of operations efficiently and swiftly. These
enablers drive us to expand our footprint in new businesses supported by the digital economy, based on IoT solutions, Fintech, cybersecurity,
entertainment, and smart home.
In line with its purpose, the Company will continue
to drive the growth of the digital economy, expand talent, and accompany the evolution of various variables such as energy efficiency,
which are pillars of sustainable management. Along this path, we continue to build the future.
|
Carlos Moltini |
|
|
|
Chairman of the Board of Directors |
CORPORATE INFORMATION
| · | INDEPENDENT AUDITORS Price Waterhouse &
Co S.R.L. (member of PricewaterhouseCoopers) |
BYMA
|
Market quotation ($/share) |
Volume of shares |
Quarter |
High |
Low |
traded (in millions) |
3Q22 |
298.85 |
234.55 |
7.8 |
4Q22 |
368.80 |
241.05 |
9.8 |
1Q23 |
499.50 |
332.25 |
8.4 |
2Q23 |
687.45 |
390.73 |
7.0 |
3Q23 |
959.80 |
621.60 |
11.9 |
NYSE*
|
Market quotation (US$/ADR) |
Volume of ADRs |
Quarter |
High |
Low |
traded (in millions) |
3Q22 |
5.00 |
3.82 |
7.8 |
4Q22 |
5.45 |
3.85 |
6.7 |
1Q23 |
6.70 |
4.24 |
8.2 |
2Q23 |
6.72 |
4.71 |
6.5 |
3Q23 |
6.43 |
4.79 |
8.0 |
* Calculated at 1 ADR = 5 shares
| · | INVESTOR RELATIONS for information
about Telecom Argentina S.A., please contact: |
In Argentina |
Telecom Argentina S.A. |
Investor Relations Division |
General Hornos 690 |
(1272) Autonomous City of Buenos Aires |
Argentina |
https://inversores.telecom.com.ar/ar/es/contacto.html |
Outside Argentina |
JPMorgan Chase Bank N.A. |
383 Madison Avenue, Floor 11. |
New York, NY10179
Attn: Depositary Receipts Group
Tel: +1 212 622 5935 |
| · | INTERNET http://institucional.telecom.com.ar/inversores/ |
| · | DEPOSIT AND TRANSFER AGENT FOR ADSs |
JPMorgan Chase Bank N.A. |
383 Madison Avenue, Floor 11 |
New York, NY10179 |
Attn: Depositary Receipts Group
adr@jpmorgan.com –
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: |
November 13,
2023 |
By: |
/s/
Luis Fernando Rial Ubago |
|
|
|
Name: |
Luis
Fernando Rial Ubago |
|
|
|
Title: |
Responsible
for Market Relations |
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