UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K/A
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the month of September 2024
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:
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
EXPLANATORY NOTE
Telecom Argentina S.A. is filing this amendment solely to designate this
report on Form 6-K as being incorporated by reference into its registration statement on Form F-3 (Registration No. 333-280720) dated July 8, 2024 (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which
this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Telecom
Argentina S.A.
TABLE
OF CONTENTS
Item
| 3. | Capsule
financial information illustrating the effects of inflation from December 31, 2023 to June 30, 2024 |
Unaudited
Condensed Consolidated Financial Statements as of June 30, 2024
General
Hornos 690
(C1272ACK)
Autonomous city of Buenos Aires
Republic
of Argentina
UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF
JUNE 30, 2024 AND 2023
INDEX
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.
BCRA
(Banco Central de la República Argentina): The
Central Bank of Argentina.
BYMA
(Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange.
CAPEX:
Capital expenditures.
CNV
(Comisión Nacional de Valores): The Argentine National Securities
Commission.
Company/Telecom
Argentina: Telecom Argentina S.A.
CVH:
Cablevisión Holding S.A., controlling company of Telecom Argentina
since January 1, 2018.
DFI:
Derivate Financial Instrument.
FACPCE
(Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine
Federation of Professional Councils of Economic Sciences.
Fintech:
Fintech Telecom LLC, a Telecom Argentina shareholder.
fintech:
Financial technology services are activities that involve the use
of innovation and technological developments for the design, offer and provision of financial products and services.
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
Accounting Standards: International Financial Reporting Standards,
as issued by the IASB.
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/ RISSAU/ Manda: Names
corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition
of the General Corporations Law, or were controlled by the Company, directly or indirectly: Micro Sistemas S.A.U., Pem S.A.U., Cable
Imagen S.R.L., AVC Continente Audiovisual S.A., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Negocios y Servicios
S.A.U., Red Intercable Satelital S.A.U. and Manda S.A..
NYSE:
New York Stock Exchange.
OPH:
Name corresponding to company Open Pass Holding LLC that is a joint
venture of Telecom Argentina.
PEN
(Poder Ejecutivo Nacional): The executive branch of the Argentine
government.
PP&E:
Properties, plant and equipment.
PSPCP
(Proveedores de servicios de pago con cuentas de pago): Payment service
providers offering payment accounts.
RECPAM
(Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation
Adjustment Gain (Loss).
Telecom:
Telecom Argentina and its consolidated subsidiaries.
Telecom
USA/ Núcleo/ Personal Envíos/ Tuves Paraguay/ Televisión Dirigida/ Adesol/ Opalker/Ubiquo/ Micro Fintech Holding/
Naperville: Names corresponding to foreign companies Telecom Argentina
USA Inc., Núcleo S.A.E., Personal Envíos S.A., Tuves Paraguay S.A., Televisión Dirigida S.A., Adesol S.A., Opalker
S.A., Ubiquo Chile Spa,Micro Fintech Holding LLC and Naperville Investments LLC, respectively, companies that are directly or indirectly
controlled according to the definition of the General Corporations Law.
USA:
United States of America
UVA
(Unidad de Valor Adquistivo): Purchasing Value Unit, an index developed
and published by the Banco Central de la República Argentina.
CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
(In
millions of Argentine pesos in current currency - Note 1.d)
| |
| |
June 30, | |
December 31, | |
ASSETS | |
Note | |
2024 | |
2023 | |
Current
Assets | |
| |
| | |
| | |
Cash
and cash equivalents | |
2 | |
| 165,008 | |
| 287,230 | |
Investments | |
2 | |
| 223,141 | |
| 222,862 | |
Trade receivables | |
3 | |
| 252,285 | |
| 238,860 | |
Other receivables | |
4 | |
| 55,543 | |
| 61,193 | |
Inventories | |
5 | |
| 42,190 | |
| 56,681 | |
Assets
classified as held for sale | |
7 | |
| 1,781 | |
| - | |
Total
current assets | |
| |
| 739,948 | |
| 866,826 | |
Non-Current
Assets | |
| |
| | |
| | |
Trade receivables | |
3 | |
| 409 | |
| 453 | |
Other receivables | |
4 | |
| 27,860 | |
| 35,289 | |
Deferred
income tax assets | |
13 | |
| 20,904 | |
| 24,836 | |
Investments | |
2 | |
| 36,823 | |
| 42,799 | |
Goodwill | |
6 | |
| 2,783,516 | |
| 2,775,625 | |
PP&E | |
7 | |
| 3,750,804 | |
| 4,084,143 | |
Intangible
assets | |
8 | |
| 1,590,915 | |
| 1,629,505 | |
Right
of use assets | |
9 | |
| 384,569 | |
| 387,755 | |
Total
non-current assets | |
| |
| 8,595,800 | |
| 8,980,405 | |
TOTAL
ASSETS | |
| |
| 9,335,748 | |
| 9,847,231 | |
LIABILITIES | |
| |
| | |
| | |
Current
Liabilities | |
| |
| | |
| | |
Trade payables | |
10 | |
| 391,424 | |
| 641,526 | |
Borrowings | |
11 | |
| 820,770 | |
| 1,012,979 | |
Salaries
and social security payables | |
12 | |
| 137,026 | |
| 163,845 | |
Income tax
payables | |
13 | |
| 3,875 | |
| 2,808 | |
Other taxes
payables | |
14 | |
| 70,301 | |
| 70,377 | |
Dividends
payables | |
2 | |
| 616 | |
| - | |
Leases liabilities | |
15 | |
| 50,204 | |
| 51,659 | |
Other liabilities | |
16 | |
| 42,392 | |
| 36,782 | |
Provisions | |
17 | |
| 6,726 | |
| 9,600 | |
Total
current liabilities | |
| |
| 1,523,334 | |
| 1,989,576 | |
Non-Current
Liabilities | |
| |
| | |
| | |
Trade payables | |
10 | |
| 10,944 | |
| 1,643 | |
Borrowings | |
11 | |
| 1,743,220 | |
| 2,812,707 | |
Salaries
and social security payables | |
12 | |
| 7,999 | |
| 6,704 | |
Deferred
income tax liabilities | |
13 | |
| 1,185,424 | |
| 829,007 | |
Other taxes
payables | |
14 | |
| 4 | |
| 20 | |
Leases liabilities | |
15 | |
| 82,739 | |
| 107,700 | |
Other liabilities | |
16 | |
| 8,318 | |
| 16,255 | |
Provisions | |
17 | |
| 45,503 | |
| 46,951 | |
Total
non-current liabilities | |
| |
| 3,084,151 | |
| 3,820,987 | |
TOTAL
LIABILITIES | |
| |
| 4,607,485 | |
| 5,810,563 | |
EQUITY | |
| |
| | |
| | |
Equity attributable
to Controlling Company | |
| |
| 4,635,492 | |
| 3,897,253 | |
Equity
attributable to non-controlling interest | |
| |
| 92,771 | |
| 139,415 | |
TOTAL
EQUITY(See Consolidated Statements of Changes in Equity) | |
| |
| 4,728,263 | |
| 4,036,668 | |
TOTAL
LIABILITIES AND EQUITY | |
| |
| 9,335,748 | |
| 9,847,231 | |
The accompanying
notes are an integral part of these unaudited condensed consolidated financial statements.
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 June 30, | |
Six-month
period ended June 30, | |
| |
Note | |
2024 | |
2023 | |
2024 | |
2023 | |
Revenues | |
21 | |
| 856,084 | |
| 933,838 | |
| 1,666,979 | |
| 1,921,749 | |
Employee
benefit expenses and severance payments | |
22 | |
| (207,318) | |
| (224,150) | |
| (394,444) | |
| (461,767) | |
Interconnection
and transmission costs | |
| |
| (23,607) | |
| (26,947) | |
| (53,353) | |
| (56,417) | |
Fees for
services, maintenance, materials and supplies | |
22 | |
| (110,363) | |
| (123,094) | |
| (228,973) | |
| (238,916) | |
Taxes and
fees with the Regulatory Authority | |
22 | |
| (66,838) | |
| (72,260) | |
| (129,323) | |
| (148,333) | |
Commissions
and advertising | |
| |
| (44,565) | |
| (59,468) | |
| (86,665) | |
| (117,032) | |
Cost of
equipment and handsets | |
22 | |
| (45,561) | |
| (58,414) | |
| (73,847) | |
| (104,255) | |
Programming
and content costs | |
| |
| (48,977) | |
| (52,401) | |
| (93,387) | |
| (109,040) | |
Bad debt
expenses | |
3 | |
| (15,103) | |
| (18,021) | |
| (35,283) | |
| (47,909) | |
Other operating
expenses | |
22 | |
| (44,251) | |
| (52,946) | |
| (76,612) | |
| (92,808) | |
Depreciation,
amortization and impairment of Fixed Assets | |
22 | |
| (280,596) | |
| (321,588) | |
| (557,189) | |
| (634,933) | |
Operating loss | |
| |
| (31,095) | |
| (75,451) | |
| (62,097) | |
| (89,661) | |
Losses
from associates and joint ventures | |
2 | |
| (1,361) | |
| (4,967) | |
| (2,972) | |
| (3,013) | |
Financial
results from borrowings | |
23 | |
| 176,002 | |
| (24,682) | |
| 1,121,977 | |
| 16,321 | |
Other financial
results, net | |
23 | |
| 26,855 | |
| 34,997 | |
| 163,823 | |
| 83,096 | |
Income (loss) before income
tax | |
| |
| 170,401 | |
| (70,103) | |
| 1,220,731 | |
| 6,743 | |
Income
tax benefit (expense) | |
13 | |
| (111,539) | |
| 85,523 | |
| (361,508) | |
| 139,666 | |
Net income for the period | |
| |
| 58,862 | |
| 15,420 | |
| 859,223 | |
| 146,409 | |
| |
| |
| | |
| | |
| | |
| | |
Attributable to: | |
| |
| | |
| | |
| | |
| | |
Controlling
Company | |
| |
| 54,608 | |
| 12,902 | |
| 851,682 | |
| 140,561 | |
Non-controlling
interest | |
| |
| 4,254 | |
| 2,518 | |
| 7,541 | |
| 5,848 | |
| |
| |
| 58,862 | |
| 15,420 | |
| 859,223 | |
| 146,409 | |
| |
| |
| | |
| | |
| | |
| | |
Earnings per share for income
attributable to the Controlling Company - Basic and diluted | |
1.c | |
| 25.36 | |
| 5.99 | |
| 395.45 | |
| 65.27 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
See
Note 22 for additional information on operating expenses per function.
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(In
millions of Argentine pesos in current currency - Note 1.d)
| |
Three-month
period ended June 30, | |
Six-month
period ended June 30, | |
| |
2024 | |
2023 | |
2024 | |
2023 | |
| |
| |
| |
| |
| |
Net income for
the period | |
| 58,862 | |
| 15,420 | |
| 859,223 | |
| 146,409 | |
| |
| | |
| | |
| | |
| | |
Other comprehensive income | |
| | |
| | |
| | |
| | |
Items
that may be reclassified to profit or loss | |
| | |
| | |
| | |
| | |
Currency
translation adjustments (no effect on Income Tax) | |
| (38,567) | |
| (1,370) | |
| (162,078) | |
| (4,912) | |
DFI effects
classified as hedges | |
| 172 | |
| 2,877 | |
| 1,000 | |
| 1,939 | |
Income
Tax effects on DFI classified as hedges and others | |
| (33) | |
| (1,034) | |
| (350) | |
| (684) | |
Other comprehensive income
(loss), net of tax | |
| (38,428) | |
| 473 | |
| (161,428) | |
| (3,657) | |
| |
| | |
| | |
| | |
| | |
Total comprehensive income
for the period | |
| 20,434 | |
| 15,893 | |
| 697,795 | |
| 142,752 | |
| |
| | |
| | |
| | |
| | |
Attributable to: | |
| | |
| | |
| | |
| | |
Controlling
Company | |
| 28,076 | |
| 13,029 | |
| 738,239 | |
| 137,124 | |
Non-controlling
interest | |
| (7,642) | |
| 2,864 | |
| (40,444) | |
| 5,628 | |
| |
| 20,434 | |
| 15,893 | |
| 697,795 | |
| 142,752 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY
(In
millions of Argentine pesos in current currency – Note 1.d)
|
Owners
contribution |
Reserves |
|
|
|
Outstanding
shares
Capital
nominal
value (1) |
Inflation
adjustment |
Contribu-
ted Surplus |
Legal |
Special
reserve for
IFRS
implementa-
tion |
Facultati-
ve (2) |
Other
comprehensive loss |
Retained
earnings |
Equity
attributa-
ble to
controlling
company |
Equity
attributable
to non-
controlling
interest |
Total
Equity |
|
Balances
as of January 1, 2023 |
2,154 |
1,543,632 |
3,804,015 |
91,716 |
33,629 |
330,421 |
(183,941) |
(1,163,501) |
4,458,125 |
90,754 |
4,548,879 |
|
Resolutions
of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
-
Specific loss allocation |
- |
- |
(1,533,515) |
- |
- |
- |
- |
1,533,515 |
- |
- |
- |
|
-
Reserves constitution |
- |
- |
- |
- |
- |
370,014 |
- |
(370,014) |
- |
- |
- |
|
Dividends
(3) |
- |
- |
- |
- |
- |
(187,767) |
- |
- |
(187,767) |
- |
(187,767) |
|
Subsidiary
acquisition |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(4) |
(4) |
|
Comprehensive
income: |
|
|
|
|
|
|
|
|
|
|
|
|
Net
income for the period |
- |
- |
- |
- |
- |
- |
- |
140,561 |
140,561 |
5,848 |
146,409 |
|
Other
comprehensive loss |
- |
- |
- |
- |
- |
- |
(3,437) |
- |
(3,437) |
(220) |
(3,657) |
|
Total
Comprehensive income (loss) |
- |
- |
- |
- |
- |
- |
(3,437) |
140,561 |
137,124 |
5,628 |
142,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of June 30, 2023 |
2,154 |
1,543,632 |
2,270,500 |
91,716 |
33,629 |
512,668 |
(187,378) |
140,561 |
4,407,482 |
96,378 |
4,503,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of January 1, 2024 |
2,154 |
1,543,632 |
2,270,500 |
91,716 |
33,629 |
512,668 |
(93,718) |
(463,328) |
3,897,253 |
139,415 |
4,036,668 |
|
Resolutions
of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
-
Absorption of retained earnings (losses) and reserve reclassification (4) |
- |
- |
(139,179) |
- |
- |
(324,149) |
- |
463,328 |
- |
- |
- |
|
Dividends
to non-controlling shareholders (3) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(8,609) |
(8,609) |
|
Subsidiary
acquisition (5) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
2,409 |
2,409 |
|
Comprehensive
income: |
|
|
|
|
|
|
|
|
|
|
|
|
Net
income for the period |
- |
- |
- |
- |
- |
- |
- |
851,682 |
851,682 |
7,541 |
859,223 |
|
Other
comprehensive loss |
- |
- |
- |
- |
- |
- |
(113,443) |
- |
(113,443) |
(47,985) |
(161,428) |
|
Total
Comprehensive income (loss) |
- |
- |
- |
- |
- |
- |
(113,443) |
851,682 |
738,239 |
(40,444) |
697,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of June 30, 2024 |
2,154 |
1,543,632 |
2,131,321 |
91,716 |
33,629 |
188,519 |
(207,161) |
851,682 |
4,635,492 |
92,771 |
4,728,263 |
|
(1) See
Note 20.
(2) Correspond
to the Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level.
(3) See
Note 2.b).
(4) See
Note 20.b).
(5) See
Note 25.2.a).
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
millions of Argentine pesos in current currency – Note 1.d)
|
|
Six-month
period
ended June 30, |
|
Note |
2024 |
2023 |
CASH
FLOWS FROM (USED IN) OPERATING ACTIVITIES |
|
|
|
Net
income for the period |
|
859,223 |
146,409 |
Adjustments
to reconcile net income to net cash flows provided by operating activities |
|
|
|
Allowances
deducted from assets |
|
30,310 |
45,364 |
Depreciation
of PP&E |
7 |
425,842 |
496,951 |
Amortization
of intangible assets |
8 |
49,150 |
77,832 |
Amortization
of rights of use assets |
9 |
82,569 |
60,021 |
Disposals
of Fixed Assets |
|
681 |
502 |
Losses
from associates and joint ventures |
2.a |
2,972 |
3,013 |
Financial
results and others |
|
(1,403,700) |
(208,138) |
Income
tax |
13 |
361,508 |
(139,666) |
Income
tax paid (*) |
|
(2,967) |
(3,344) |
Net
increase in assets |
2.b |
(191,678) |
(228,209) |
Net
increase in liabilities |
2.b |
114,749 |
247,624 |
Total
cash flows from operating activities |
|
328,659 |
498,359 |
CASH
FLOWS FROM (USED IN) INVESTING ACTIVITIES |
|
|
|
Payments
for PP&E |
|
(171,104) |
(192,148) |
Payments
for intangible asset acquisitions |
|
(18,031) |
(8,995) |
Dividends
received from associates |
2.b |
764 |
1,334 |
Proceeds
from the sale of PP&E and intangible assets |
|
2,851 |
238 |
Payments
for acquisition of subsidiary and joint venture, net of cash acquired |
|
(5,111) |
(4,057) |
Proceeds
from sale of investments not considered as cash and cash equivalents |
|
146,723 |
7,070 |
Payments
for investments not considered as cash and cash equivalents |
|
(190,904) |
(244,656) |
Total
cash flows used in investing activities |
|
(234,812) |
(441,214) |
CASH
FLOWS FROM (USED IN) FINANCING ACTIVITIES |
|
|
|
Proceeds
from borrowings |
2.b |
264,140 |
286,286 |
Payment
of borrowings |
2.b |
(225,083) |
(139,290) |
Payment
of interests and related expenses |
2.b |
(153,425) |
(158,060) |
Payments
of leases liabilities |
15 |
(35,895) |
(37,183) |
Dividends
paid to non-controlling interests in subsidiaries |
2.b |
(7,928) |
- |
Total
cash flows used in financing activities |
|
(158,191) |
(48,247) |
|
|
|
|
NET
INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS |
|
(64,344) |
8,898 |
CASH
AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR |
|
287,230 |
224,222 |
NET
FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS |
|
(57,878) |
(6,855) |
CASH
AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
|
165,008 |
226,265 |
(*) |
Six-month
period
ended
June 30, |
|
2024 |
2023 |
Corresponding
to Controlling Company |
- |
(1,193) |
Corresponding
to subsidiaries |
(2,967) |
(2,151) |
|
(2,967) |
(3,344) |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
See
Note 2.b for additional information on the consolidated statements of cash flows.
NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AS OF JUNE 30, 2024 AND 2023 (*)
(In
millions of Argentine pesos in current currency, except as otherwise indicated)
INDEX
(*)
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 |
These
unaudited condensed consolidated financial statements as of June 30, 2024 and for the six and three-month periods ended on June 30,
2024 have been prepared in accordance with IAS 34 “Interim Financial Reporting”.
Therefore,
these financial statements do not include all the information required in an annual financial statement and, consequently, they must
be read jointly with the annual financial statements as of December 31, 2023 included in form 20F 2023, which can be consulted at
the Company´s website (https:// https://inversores.telecom.com.ar/en/quarterly-earnings.html).
It should be noted that, the annual financial statements have been measured in terms of current pesos as of December 31, 2023 applying
the guidance in IAS 29. These unaudited condensed consolidated financial statements have been measured in terms of current pesos as of
June 30, 2024 applying the guidance in IAS 29. (See Note 1.d)
We
have not recast our annual financial statements to measure them in terms of current pesos as of June 30, 2024, the most recent financial
period for which consolidated financial statements are available. Therefore, the annual financial statements and the unaudited condensed
consolidated financial statements are not comparable.
These
unaudited condensed consolidated financial statements were prepared following the same accounting policies as in the most recent annual
financial statements, except for:
Companies
under common control
Business
combinations between companies under common control are accounted for considering the book value of the acquired company in the parent
company. Unrealized result is also eliminated unless the transaction provides evidence of the asset transferred.
These
unaudited condensed consolidated financial statements were prepared including in the consolidation process the following companies:
Company
|
Main
activity |
Country |
Telecom
Argentina's direct
/indirect interest
in capital stock and
votes |
Núcleo
(a) |
Mobile
telecommunications Services |
Paraguay |
67.50% |
Micro
Fintech Holding (b) |
Holding |
USA |
100.00% |
Personal
Envíos (b) |
Mobile
financial services |
Paraguay |
67.50% |
Televisión
Dirigida |
Cable
television services |
Paraguay |
100.00% |
Naperville
(c) |
Holding |
USA |
51.00% |
AVC
Continente Audiovisual |
Broadcasting
services |
Argentina |
100.00% |
Inter
Radios |
Broadcasting
services |
Argentina |
100.00% |
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% |
Personal
Smarthome (d) |
Security
solutions and services |
Argentina |
100.00% |
NYS2
(d) |
ICT
Services and Audiovisual Communication Services. |
Argentina |
100,00% |
NYSSA
|
Provision
of internet access services. |
Argentina |
100.00% |
Adesol
(e) |
Holding |
Uruguay |
100.00% |
Opalker
|
Cybersecurity,
content platform and related services |
Uruguay |
100.00% |
Ubiquo
(f) |
Cybersecurity
services and products |
Chile |
95.00% |
Telecom
USA |
Telecommunication
services |
USA |
100.00% |
(a) | During
June 2024, the merger by absorption between Núcleo (absorbing company) with Tuves
Paraguay (absorbed company) has taken place. For further details, see Note 25.2.b.1). |
(b) | Since
May 2024, the subsidiary Micro Fintech Holding directly controls Personal Envíos.
For further details, see Note 25.2.b.2). |
(c) | Company
indirectly acquired by the subsidiary Televisión Dirigida on May, 2024. Naperville
is the holding company of Manda, which in turn is the holding company of RISSAU. For further
details, see Note 25.2.a). |
(d) | As
of June 30, 2024 is a dormant entity. |
(e) | 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.. |
(f) | Company
indirectly acquired by the subsidiary Opalker on June 20, 2023. |
TELECOM
ARGENTINA S.A.
The
preparation of these unaudited condensed consolidated financial statements in accordance with IFRS Accounting Standards requires that
the Company's Management make estimates that affect the figures disclosed in the financial statements or its complementary information.
Actual results may differ from these estimates.
These
unaudited condensed consolidated financial statements are expressed in millions of Argentine pesos, on an accrual basis of accounting
(except for the consolidated statement of cash flows), based on historical cost, except for certain financial assets and liabilities
(includes DFI) that are measured at fair value and are prepared in current currency as of June 30, 2024.
The
figures as of December 31, 2023 and for the six and three-month periods ended on June 30, 2023, which are disclosed in these
unaudited condensed consolidated financial statements for comparative purposes, are a result of restating the financial statements as
of such dates to values in current currency as of June 30, 2024. This is as consequence of the restatement process of the financial
information described in point d). When applicable, certain reclassifications were made for comparative purposes.
These
unaudited condensed consolidated financial statements as of June 30, 2024, were approved by resolution of the Board of Directors’
meeting held on August 12, 2024.
These unaudited
condensed consolidated financial statements contain all disclosures required under IAS 34. Some additional disclosures required by the
LGS and/or by the CNV have been also included.
The
Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit, according to the current
regulatory context of the converged ICT Services industry (adding to the same segment both the activities related to the mobile services,
internet services, cable television and fixed and data services, services governed by the same regulatory framework of ICT Services).
To exercise its functions, both the Executive Committee and the CEO receive periodically the economic-financial information of Telecom
Argentina and its subsidiaries (in current currency as of the date of each transaction), that is prepared as a single segment and evaluate
the evolution of business as a unit of generation of results, administrating the resources in a unique way to achieve the objectives.
Regarding costs, they are not specifically allocated to a type of service, considering that the Company has a single payroll and operating
expenses that affect all services in general (non-specific). Further, decisions on CAPEX affect all the types of services provided by
Telecom in Argentina and are not allocated specifically to one of them.
Additionally,
Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad
(Paraguay, USA, Uruguay and Chile).
The
operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive
Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation
criteria established by the standard to be grouped within the "ICT Services in Argentina" segment, and considering that they
do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within
the category "Other segments".
The
Executive Committee and the CEO continue to monitor these business to evaluate the manner in which its performance is reviewed and, eventually,
its consideration as a separate reportable segment provided it complies with the requirements established by IFRS Accounting Standards
to that effect.
The
Executive Committee and the CEO evaluate the profitability for each reportable segment based on the measure of the Adjusted EBITDA. Adjusted
EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures,
and depreciation, amortization and impairment of Fixed Assets.
Presented
below is the segment financial information as it is analyzed by the Executive Committee and the CEO for the six-month period ended June 30,
2024 and 2023.
TELECOM
ARGENTINA S.A.
Consolidated
Income Statement for the six-month period ended June 30, 2024
|
ICT
Services
in
Argentina |
ICT
Services in
Argentina –
Inflation
restatement |
ICT
Services in
Argentina
restated for
inflation |
Other
segments |
Other
segments –
Inflation
restatement |
Other
segments
restated for
inflation |
Eliminations |
Total |
Revenues
|
1,321,150 |
210,058 |
1,531,208 |
124,723 |
22,587 |
147,310 |
(11,539) |
1,666,979 |
Operating
costs without depreciation, amortization and impairment of Fixed Assets |
(888,654) |
(180,063) |
(1,068,717) |
(94,818) |
(19,891) |
(114,709) |
11,539 |
(1,171,887) |
Adjusted
EBITDA |
432,496 |
29,995 |
462,491 |
29,905
|
2,696
|
32,601
|
- |
495,092 |
|
|
|
|
|
|
Depreciation,
amortization and impairment of Fixed Assets |
|
|
|
|
(557,189) |
Operating
loss |
|
|
|
|
(62,097) |
Losses
from associates and joint ventures |
|
|
|
|
(2,972) |
Financial
results from borrowings |
|
|
|
|
1,121,977 |
Other
financial results, net |
|
|
|
|
163,823 |
Income
before income tax |
|
|
|
|
1,220,731 |
Income
tax expense |
|
|
|
|
(361,508) |
Net
income for the period |
|
|
|
|
859,223 |
|
|
|
|
|
|
|
|
|
Attributable
to: |
|
|
|
|
|
Controlling
Company |
|
|
|
|
851,682 |
Non-controlling
interest |
|
|
|
|
7,541 |
|
|
|
|
|
|
|
|
859,223 |
Consolidated
Income Statement for the six-month period ended June 30, 2023
|
ICT
Services
in
Argentina |
ICT
Services in
Argentina –
Inflation
restatement |
ICT
Services in
Argentina
restated for
inflation |
Other
segments |
Other
segments –
Inflation
restatement |
Other
segments
restated for
inflation |
Eliminations |
Total |
Revenues
|
409,148 |
1,392,136 |
1,801,284 |
29,419 |
99,718 |
129,137 |
(8,672) |
1,921,749 |
Operating
costs without depreciation, amortization and impairment of Fixed Assets |
(290,952) |
(1,002,269) |
(1,293,221) |
(20,996) |
(70,932) |
(91,928) |
8,672 |
(1,376,477) |
Adjusted
EBITDA |
118,196 |
389,867 |
508,063 |
8,423 |
28,786 |
37,209 |
- |
545,272 |
|
|
|
|
|
Depreciation,
amortization and impairment of Fixed Assets |
|
|
|
(634,933) |
Operating
loss |
|
|
|
|
|
(89,661)
|
Losses
from associates and joint ventures |
|
|
|
|
(3,013) |
Financial
results from borrowings |
|
|
|
|
16,321 |
Other
financial results, net |
|
|
|
|
83,096 |
Income
before income tax |
|
|
|
|
6,743 |
Income
tax benefit |
|
|
|
|
|
139,666 |
Net
income for the period |
|
|
|
|
|
146,409 |
|
|
|
|
|
|
|
Attributable
to: |
|
|
|
|
|
|
Controlling
Company |
|
|
|
|
|
140,561 |
Non-controlling
interest |
|
|
|
|
|
5,848 |
|
|
|
|
|
|
146,409 |
|
|
|
|
|
|
|
|
|
Additional
information per geographical area is disclosed below:
|
Six-month
period
ended June 30, |
|
2024 |
2023 |
Revenues
from customers located in Argentina |
1,527,302 |
1,795,013 |
Revenues
from foreign customers |
139,677 |
126,736 |
|
|
|
CAPEX
corresponding to the segment “ICT Services in Argentina” |
196,602 |
200,756 |
CAPEX
corresponding to the segment “Other segments” |
27,990 |
27,839 |
|
|
|
|
As
of June 30, |
As
of December 31, |
|
2024 |
2023 |
Fixed
Assets corresponding to the segment “ICT Services in Argentina” |
8,186,516 |
8,407,940 |
Fixed
Assets corresponding to the segment “Other segments” |
323,288 |
469,088 |
|
|
|
Borrowings
corresponding to the segment “ICT Services in Argentina” |
2,521,348 |
3,725,763 |
Borrowings
corresponding to the segment “Other segments” |
42,642 |
99,923 |
TELECOM
ARGENTINA S.A.
Presented
below is the segment financial information as it is analyzed by the Executive Committee and the CEO for the three-month period ended
June 30, 2024 and 2023.
Consolidated
Income Statement for the three-month period ended June 30, 2024
|
ICT
Services
in
Argentina |
ICT
Services in
Argentina –
Inflation
restatement |
ICT
Services in
Argentina
restated for
inflation |
Other
segments |
Other
segments –
Inflation
restatement |
Other
segments
restated for
inflation |
Eliminations |
Total |
Revenues
|
762,001 |
32,810 |
794,811 |
64,978 |
2,908 |
67,886 |
(6,613) |
856,084 |
Operating
costs without depreciation, amortization and impairment of Fixed Assets |
(516,850) |
(41,925) |
(558,775) |
(49,428) |
(4,993) |
(54,421) |
6,613 |
(606,583) |
Adjusted
EBITDA |
245,151 |
(9,115) |
236,036 |
15,550 |
(2,085) |
13,465 |
- |
249,501 |
|
|
|
|
|
|
Depreciation,
amortization and impairment of Fixed Assets |
|
|
|
|
(280,596)
|
Operating
loss |
|
|
|
|
(31,095)
|
Losses
from associates and joint ventures |
|
|
|
|
(1,361)
|
Financial
results from borrowings |
|
|
|
|
176,002
|
Other
financial results, net |
|
|
|
|
26,855
|
Income
before income tax |
|
|
|
|
170,401
|
Income
tax expense |
|
|
|
|
(111,539) |
Net
income for the period |
|
|
|
|
58,862
|
|
|
|
|
|
|
|
|
|
Attributable
to: |
|
|
|
|
|
Controlling
Company |
|
|
|
|
54,608
|
Non-controlling
interest |
|
|
|
|
4,254 |
|
|
|
|
|
|
|
|
58,862 |
Consolidated
Income Statement for the six-month period ended June 30, 2023
|
ICT
Services
in
Argentina |
ICT
Services in
Argentina –
Inflation
restatement |
ICT
Services in
Argentina
restated for
inflation |
Other
segments |
Other
segments –
Inflation
restatement |
Other
segments
restated for
inflation |
Eliminations |
Total |
Revenues
|
221,044 |
652,491 |
873,535 |
16,293 |
48,134 |
64,427 |
(4,124) |
933,838 |
Operating
costs without depreciation, amortization and impairment of Fixed Assets |
(160,517) |
(484,799) |
(645,316) |
(11,777) |
(34,732) |
(46,509) |
4,124 |
(687,701) |
Adjusted
EBITDA |
60,527 |
167,692 |
228,219 |
4,516 |
13,402 |
17,918 |
- |
246,137 |
|
|
|
|
|
Depreciation,
amortization and impairment of Fixed Assets |
|
|
|
(321,588) |
Operating
loss |
|
|
|
|
|
(75,451) |
Losses
from associates and joint ventures |
|
|
|
|
(4,967) |
Financial
results from borrowings |
|
|
|
|
(24,682) |
Other
financial results, net |
|
|
|
|
34,997 |
Loss
before income tax |
|
|
|
|
(70,103) |
Income
tax benefit |
|
|
|
|
|
85,523 |
Net
income for the period |
|
|
|
|
|
15,420 |
|
|
|
|
|
|
|
Attributable
to: |
|
|
|
|
|
|
Controlling
Company |
|
|
|
|
|
12,902 |
Non-controlling
interest |
|
|
|
|
|
2,518 |
|
|
|
|
|
|
15,420 |
|
|
|
|
|
|
|
|
|
Additional
information per geographical area is disclosed below:
|
Three-month
period
ended June 30, |
|
2024 |
2023 |
Revenues
from customers located in Argentina |
792,701 |
870,580 |
Revenues
from foreign customers |
63,383 |
63,258 |
|
|
|
CAPEX
corresponding to the segment “ICT Services in Argentina” |
85,075 |
94,695 |
CAPEX
corresponding to the segment “Other segments” |
15,416 |
17,211 |
TELECOM
ARGENTINA S.A.
Basic
earnings per share is calculated by dividing the net income attributable to the Controlling Company by the weighted average number of
ordinary shares outstanding during the period. On the other hand, diluted earnings per share is computed by dividing the net income attributable
to the Controlling Company for the period by the weighted average number of common shares issued and to be potentially issued at the
end of the period. Since the Company has no dilutive potential common stock outstanding, basic and dilutive earnings per share amounts
do not differ.
For
the six and three-month periods ended June 30, 2024 and 2023, the weighted average number of shares outstanding amounted to 2,153,688,011.
| d) | Financial
reporting in hyperinflationary economies |
Since
Argentina has been considered a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, the
financial information expressed in Argentine pesos is restated in current currency of June 30, 2024.
The
table below shows the evolution of the indexes as of June 30, 2024 and 2023 and December 31, 2023 according to official statistics
(INDEC) in accordance with Resolution No. 539/18 of the FACPCE and the devaluation of the Argentine peso vs. de US dollar for the
same years / periods:
|
As
of June 30,
2023 |
As
of December
31, 2023 |
As
of June 30,
2024 |
|
|
|
|
National
Consumer Price Index (National CPI) (December 2016=100) |
1,709.61 |
3,533.19 |
6,351.71 |
|
|
|
|
Variation
in prices |
|
|
|
Annual
|
115.6% |
211.4% |
271.5% |
Accumulated
six months |
50.7% |
n/a |
79.8% |
Accumulated
three months since March 2023/2024 |
23.8% |
n/a |
18.6% |
|
|
|
|
Banco
Nación US$/$ exchange rate |
256.70 |
808.45 |
912.00 |
|
|
|
|
Variation
in the exchange rate |
|
|
|
Annual |
105.0% |
356.3% |
310.5% |
Accumulated
six months |
44.9% |
n/a |
12.8% |
Accumulated
three months since March 2023/2024 |
22.8% |
n/a |
6.3% |
The
Company followed the same restatement policies for items identified in the annual consolidated
financial statements as of December 31, 2023.
| e) | New
Standards and Interpretations issued by the IASB |
New
Standards and Interpretations issued by the IASB applied by the Company
Standards
and
amendments |
Description |
Mandatory
application date for
years beginning on or after |
Amendments
to IFRS 16 |
Measurement
of the lease liability in a sale and leaseback transaction |
January 1,
2024 |
Amendments
to IAS 1 |
Classification
of liabilities as current and non-current exposed to covenants |
January 1,
2024 |
Amendments
to IAS 7 and IFRS 7 |
Disclosure
requirements to enhance the transparency of supplier finance arrangements and their effects on a company's liabilities, cash flows
and exposure to liquidity risk. The new disclosures are not required to be provided in the 2024 interim report. |
January 1,
2024 |
The
application of the detailed amendment did not generate any impact on the results of operations or the financial situation of the Company.
New
Standards and Interpretations issued by the IASB not in force
As
of the date to prepare these unaudited condensed consolidated financial statements, the Company has not applied the following new standards
and amendments to the existing ones which application is mandatory for periods beginning after June 30, 2024:
TELECOM
ARGENTINA S.A.
Standards
and
amendments |
Description |
Mandatory
application
date for years beginning
on or after |
IFRS
18 |
Presentation
and disclosure in financial statements |
January 1,
2027 |
Amendments
to IFRS 7 and 9 |
Classification
and Measurement of Financial Instruments |
January 1,
2026 |
It
should be noted that on August 15, 2023, the CNV issued General Resolution No. 972/23, which does not allow early application
of new IFRS Accounting Standards or their amendments. While Management is analyzing the potential impacts of such standard.
NOTE
2 – CASH AND CASH EQUIVALENTS AND INVESTMENTS. ADDITIONAL INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS. DIVIDENDS PAYABLES
| a) | Cash
and cash equivalents and Investments |
|
June 30, |
December 31, |
Cash
and cash equivalents |
2024 |
2023 |
Cash
and Banks (1) |
78,980 |
163,535 |
Time
deposits |
56,744 |
63,906 |
Mutual
funds |
12,507 |
24,999 |
Government
bonds at fair value through profit or loss |
16,777 |
34,790 |
Total
cash and cash equivalents |
165,008 |
287,230 |
|
|
|
(1) As
of June 30, 2024 includes restricted funds for $16,210 million corresponding to the funds to be paid to clients. |
|
|
|
Investments |
|
|
Current
|
|
|
Government
bonds and Notes at fair value through profit or loss |
208,893 |
200,157 |
Time
deposits |
13,654 |
21,770 |
Mutual
funds |
594 |
935 |
|
223,141 |
222,862 |
Non-
current |
|
|
Investments
in associates and joint ventures(a) |
36,822 |
42,798 |
2003
Telecommunications Fund |
1 |
1 |
|
36,823 |
42,799 |
Total
investments |
259,964 |
265,661 |
| (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
06.30.2024 |
Valuation
as of
12.31.2023 |
Ver
TV. (1) |
Associate |
Cable
television station |
Argentina |
49.00 |
17,731 |
18,864 |
TSMA
(1) (2) (3) |
Associate |
Cable
television station |
Argentina |
50.10 |
6,688 |
6,857 |
La
Capital Cable (1) (2) |
Associate |
Closed-circuit
television |
Argentina |
50.00 |
3,648 |
4,041 |
OPH
(1)(4) |
Joint
venture |
Holding |
USA |
50.00 |
8,755 |
13,036 |
Total |
|
|
|
|
36,822 |
42,798 |
(1) Data
about the issuer arises from extra-accounting information.
(2) Direct
and indirect interest.
(3) Despite
owning a percentage higher than a 50% of interest, the Company does not have the control in accordance with the requirements of IFRS
Accounting Standards.
(4) As
of June 30, 2024, includes $(2,169) million of currency translation adjustments.
TELECOM
ARGENTINA S.A.
Earnings
(losses) information:
|
Three-months
period ended
June 30, |
|
Six-months
period ended
June 30, |
|
2024 |
2023 |
|
2024 |
2023 |
|
Profit
(loss) |
|
Profit
(loss) |
Ver
TV |
140 |
(3,246) |
|
(729) |
(1,912) |
TSMA |
(141) |
(1,673) |
|
(156) |
(1,416) |
La
Capital Cable |
(52) |
75 |
|
25 |
438 |
OPH |
(1,308) |
(123) |
|
(2,112) |
(123) |
Total |
(1,361) |
(4,967) |
|
(2,972) |
(3,013) |
| b) | Additional
information on the consolidated statements of cash flows |
Changes
in assets/liabilities components:
|
June 30, |
Net
(increase) decrease in assets |
2024 |
2023 |
Trade
receivables |
(155,906) |
(119,978) |
Other
receivables |
(43,024) |
(101,179) |
Inventories |
7,252 |
(7,052) |
|
(191,678) |
(228,209) |
Net
increase (decrease) in liabilities |
|
|
Trade
payables |
74,258 |
186,140 |
Salaries
and social security payables |
10,868 |
3,113 |
Other
taxes payables |
35,869 |
29,291 |
Other
liabilities and provisions |
(6,246) |
29,080 |
|
114,749 |
247,624 |
Main
Financing activities components
The
following table presents the main financing activities components:
|
June 30, |
|
2024 |
2023 |
Bank
overdrafts |
197,305 |
124,964 |
Notes |
66,835 |
149,585 |
Bank
and other financial entities loans |
- |
11,737 |
Total
borrowings proceeds |
264,140 |
286,286 |
Notes |
(94,971) |
(19,078) |
Bank
and other financial entities loans |
(123,280) |
(104,010) |
Loans
for purchase of equipment |
(6,832) |
(16,202) |
Total
payment of borrowings |
(225,083) |
(139,290) |
Bank
overdrafts |
(59,309) |
(40,671) |
Notes
|
(38,404) |
(27,192) |
Bank
and other financial entities loans |
(54,130) |
(59,698) |
By
DFI and loans for purchase of equipment |
(1,582) |
(30,499) |
Total
payment of interest and related expenses |
(153,425) |
(158,060) |
Main
non-cash operating transactions
Main non-cash
operating transactions from the consolidated statement of cash flows are the following:
|
June 30, |
|
2024 |
2023 |
PP&E
and intangible assets acquisition financed with accounts payable |
69,597 |
170,706 |
Right
of use assets acquisition through leases liabilities |
91,354 |
76,223 |
Dividends
payment made with investments not considered as cash and cash equivalents |
- |
187,767 |
Trade
payables cancelled with borrowings |
10,508 |
9,846 |
Trade
payables cancelled with government bonds |
11,423 |
- |
Dividends
to non-controlling interest pending to pay |
681 |
- |
Dividends
distribution from associates uncollected |
71 |
- |
Joint
ventures acquisition cancelled with government bonds |
- |
985 |
Acquisition
of companies and joint ventures financed by other liabilities (Note 25.2.a) |
6,370 |
7,059 |
Other
receivables offset with acquisition of companies and joint ventures (Note 25.2.a) |
3,708 |
398 |
TELECOM
ARGENTINA S.A.
Dividends
received from associates
Brief
information on dividends received by the Company is provided below:
Six-month
period ended
June 30 |
Paying
company |
Distributed
amount |
Dividends
collected |
Distribution
month |
Currency
of the
transaction
date |
Current
currency
as of June 30,
2024 |
Collection
month |
Current
currency
as of June 30,
2024 |
2024 |
Ver
TV |
March,
2024 |
281 |
333 |
March,
2024 |
333 |
|
La
Capital Cable |
May,
2024 |
400 |
418 |
May,
2024 |
418 |
|
TSMA |
May,
2024 |
12 |
13 |
May,
2024 |
13 |
|
Ver
TV |
June,
2024 |
71 |
71 |
|
(*) |
|
|
|
|
835 |
|
764 |
2023 |
Ver
TV |
March,
2023 |
130 |
594 |
April,
2023 |
550 |
|
La
Capital Cable |
April,
2023 |
200 |
784 |
April,
2023 |
784 |
|
|
|
|
1,378 |
|
1,334 |
(*)
As of June 30, 2024, these dividends are pending collection.
Dividends
paid
Distribution
of non-cash dividends
Six-month
period ended
June 30 |
Non
cash |
Distributed
amount |
Currency
of the
transaction date |
Current
currency as of
June 30, 2024 |
2023
(1) |
2030
Global Bonds: US$411,214,954 |
47,701 |
187,767 |
| (1) | 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 resolved
to partially reverse the “Voluntary reserve to maintain the Company's level of capital
expenditures and its current solvency level” to distribute as non-cash dividends. |
Dividends
paid to non-controlling interests in subsidiaries
Brief
information on cash dividends distributed and paid is provided below:
Six-month
period ended
June 30 |
Paying
company |
Distribution
month |
Distributed
amount |
Payment
month |
Dividends
paid in
current currency as
of June 30, 2024 |
Currency
of the
transaction date |
Current
currency as
of June 30, 2024 |
2024 |
Núcleo |
April,
2024 |
6,468 |
7,046 |
April,
2024 |
7,046 |
|
|
May,
2024 |
842 |
882 |
May,
2024 |
882 |
|
|
|
|
7,928 |
|
7,928 |
2024 |
Personal
Envíos |
June,
2024 |
681 |
681 |
|
(*) |
(*)
As of June 30, 2024, these dividends are pending payment. The same converted at the closing exchange rate amount to $616 million.
NOTE 3
– TRADE RECEIVABLES
|
June 30, |
December 31, |
Current |
2024 |
2023 |
Ordinary
receivables |
315,293 |
300,677 |
Related
parties (Note 24.b) |
2,204 |
1,246 |
Contractual
asset IFRS 15 |
75 |
79 |
Allowance
for doubtful accounts |
(65,287) |
(63,142) |
|
252,285 |
238,860 |
Non-current |
|
|
Ordinary
receivables |
380 |
422 |
Contractual
asset IFRS 15 |
29 |
31 |
|
409 |
453 |
Total
trade receivables, net |
252,694 |
239,313 |
Movements
in the allowance for doubtful accounts are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
(63,142) |
(86,147) |
Increases |
(35,283) |
(47,909) |
Uses |
(861) |
26,910 |
RECPAM
and currency translation adjustments |
33,999 |
31,420 |
At
the end of the period |
(65,287) |
(75,726) |
TELECOM
ARGENTINA S.A.
NOTE
4 – OTHER RECEIVABLES
|
June 30, |
December 31, |
Current
|
2024 |
2023 |
Prepaid
expenses |
21,645 |
16,902 |
Other
tax credits |
12,705 |
10,375 |
Related
parties (Note 24.b) |
328 |
388 |
DFI |
2,712 |
2,785 |
Indemnification
assets |
40 |
81 |
Guarantee
of financial operations |
6,069 |
- |
Guarantee
deposits |
3,091 |
4,345 |
Call
option (Note 25.2.a) |
1,062 |
7,250 |
Other |
10,001 |
22,220 |
Allowance
for other receivables |
(2,110) |
(3,153) |
|
55,543 |
61,193 |
Non-Current
|
|
|
Prepaid
expenses |
2,147 |
3,640 |
Income
tax credits |
19,291 |
18,376 |
Other
tax credits |
207 |
99 |
DFI |
114 |
786 |
Guarantee
deposits |
3,215 |
8,579 |
Other |
2,886 |
3,809 |
|
27,860 |
35,289 |
Total
other receivables, net |
83,403 |
96,482 |
Movements
in the allowance for current other receivables are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
(3,153) |
(4,195) |
Increases |
(369) |
(505) |
RECPAM
and currency translation adjustments |
1,412 |
1,412 |
At
the end of the period |
(2,110) |
(3,288) |
NOTE
5 – INVENTORIES
|
June 30, |
December 31, |
|
2024 |
2023 |
Mobile
handsets and others |
46,175 |
59,138 |
Allowance
for obsolescence of inventories |
(3,985) |
(2,457) |
Total
inventories |
42,190 |
56,681 |
Movements
in the allowance for obsolescence of inventories are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
(2,457) |
(2,742) |
Increases |
(1,655) |
(186) |
Uses |
127 |
219 |
At
the end of the period |
(3,985) |
(2,709) |
NOTE
6 – GOODWILL
|
June 30, |
December 31, |
|
2024 |
2023 |
Argentina |
2,774,647 |
2,760,414 |
Abroad |
8,869 |
15,211 |
Total
goodwill |
2,783,516 |
2,775,625 |
Movements
in Goodwill are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
2,775,625 |
2,769,775 |
Incorporation
by acquisition (Note 25.2.a) |
793 |
- |
Increases
(Note 25.2.a) |
14,342 |
431 |
Currency
translation adjustments |
(7,244) |
209 |
At
the end of the period |
2,783,516 |
2,770,415 |
TELECOM
ARGENTINA S.A.
NOTE
7 – PP&E
|
June 30, |
December 31, |
|
2024 |
2023 |
PP&E
|
3,787,418 |
4,128,137 |
Allowance
for obsolescence and impairment of materials |
(32,557) |
(39,537) |
Accumulated
impairment of others PP&E |
(4,057) |
(4,457) |
|
3,750,804 |
4,084,143 |
Movements
in PP&E (without allowance for obsolescence and impairment of materials and accumulated impairment of others PP&E) are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
4,128,137 |
4,493,421 |
CAPEX |
207,726 |
218,411 |
Acquisitions
through business combinations (Note 25.2.a) |
1,826 |
- |
Currency
translation adjustments |
(122,263) |
(4,707) |
Net
carrying value of decreases |
(385) |
(398) |
Reclassification
to Assets classified as held for sale (*) |
(1,781) |
- |
Depreciation
of the period |
(425,842) |
(496,951) |
At
the end of the period |
3,787,418 |
4,209,776 |
(*)
Corresponds to buildings that the Company considers available for sale and comply with the requirements of IFRS 5 for their classification.
Movements
in the allowance for obsolescence and impairment of materials are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
(39,537) |
(50,826) |
Decreases |
6,597 |
3,295 |
Currency
translation adjustments |
383 |
(21) |
At
the end of the period |
(32,557) |
(47,552) |
Movements
in the accumulated impairment of others PP&E are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
(4,457) |
(4,317) |
Decreases
|
400 |
74 |
At
the end of the period |
(4,057) |
(4,243) |
NOTE
8 – INTANGIBLE ASSETS
|
June 30, |
December 31, |
|
2024 |
2023 |
Intangible
assets |
1,651,890 |
1,690,480 |
Impairment
allowance |
(60,975) |
(60,975) |
|
1,590,915 |
1,629,505 |
Movements
in Intangible assets (without considering the impairment allowance) are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
1,690,480 |
1,487,319 |
CAPEX |
16,866 |
10,184 |
Currency
translation adjustments |
(6,306) |
(353) |
Amortization
of the period |
(49,150) |
(77,832) |
At
the end of the period |
1,651,890 |
1,419,318 |
Movements
in Impairment allowance of intangible assets are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
(60,975) |
(60,842) |
Increases |
- |
(133) |
At
the end of the period |
(60,975) |
(60,975) |
TELECOM
ARGENTINA S.A.
NOTE
9 – RIGHT OF USE ASSETS
|
June 30, |
December 31, |
|
2024 |
2023 |
Leases
rights of use |
|
|
Sites
|
241,116 |
247,489 |
Real
estate and others |
36,929 |
38,105 |
Poles |
31,371 |
26,311 |
Indefeasible
right of use |
7,057 |
8,095 |
Asset
retirement obligations |
68,096 |
67,755 |
|
384,569 |
387,755 |
Movements
in right of use assets are as follows:
|
June 30, |
|
2024 |
2023 |
At
the beginning of the year |
387,755 |
352,310 |
Increase |
91,354 |
76,223 |
Net
carrying value of decreases |
(296) |
(104) |
Currency
translation adjustments |
(11,675) |
836 |
Amortization
of the period |
(82,569) |
(60,021) |
At
the end of the period |
384,569 |
369,244 |
NOTE
10 – TRADE PAYABLES
|
June 30, |
December 31, |
Current |
2024 |
2023 |
Suppliers
|
381,440 |
631,347 |
Related
parties (Note 24.b) |
9,984 |
10,179 |
|
391,424 |
641,526 |
Non-current |
|
|
Suppliers
|
10,944 |
1,643 |
|
10,944 |
1,643 |
Total
trade payables |
402,368 |
643,169 |
NOTE
11 – BORROWINGS
|
June 30, |
December 31, |
Current |
2024 |
2023 |
Bank
overdrafts – principal |
165,603 |
42,272 |
Bank
and other financial entities loans – principal |
240,792 |
368,081 |
Notes
– principal |
263,748 |
339,729 |
DFI |
23 |
- |
Loans
for purchase of equipment |
16,373 |
28,012 |
Remeasurement,
interest and related expenses |
134,231 |
234,885 |
|
820,770 |
1,012,979 |
Non-current |
|
|
Notes
– principal |
1,229,994 |
1,796,166 |
Bank
and other financial entities loans – principal |
372,086 |
718,515 |
Loans
for purchase of equipment |
6,891 |
19,280 |
Remeasurement,
interest and related expenses |
134,249 |
278,746 |
|
1,743,220 |
2,812,707 |
Total
borrowings |
2,563,990 |
3,825,686 |
Movements
in Borrowings are as follows:
TELECOM
ARGENTINA S.A.
|
Balances
at the
beginning
of the
year |
Net
Cash
Flows |
Accrued
|
Exchange
differences, currency
translation
adjustments and
others |
Balances
as of June
30, 2024 |
Bank
overdrafts |
42,272 |
197,305 |
- |
(73,974) |
165,603 |
Bank
and other financial entities loans – principal |
1,086,596 |
(123,280) |
- |
(350,438) |
612,878 |
Notes
– principal |
2,135,895 |
(28,136) |
- |
(614,017) |
1,493,742 |
DFI |
- |
(739) |
- |
762 |
23 |
Loans
for purchase of equipment |
47,292 |
(6,832) |
- |
(17,196) |
23,264 |
Remeasurement,
interest and related expenses |
513,631 |
(153,494) |
128,521 |
(220,178) |
268,480 |
Total
as of June 30, 2024 |
3,825,686 |
(*)
(115,176) |
128,521 |
(**) (1,275,041) |
2,563,990 |
|
|
|
|
|
|
Total
as of June 30, 2023 |
2,626,642 |
(*) (24,268) |
50,602 |
(***) (44,413) |
2,608,563 |
(*)
Includes $(808) million and $(13,204) million, respectively, corresponding to DFI collections included in Other receivables.
(**)
Includes $10,508 million of loans that do not represent cash movement.
(***)
Includes $9,846 million of loans that do not represent cash movement.
Recent
developments of Borrowings for the six-months period ended June 30, 2024 are detailed below:
Series |
Currency |
Amount
involved
(in
millions) |
Issuance
date |
Maturity
date |
Amortization |
Interest
rate |
Interest payment date
|
Accounting
balance (in millions) (1) |
20 |
US$
linked |
59.7
(2) |
06/2024 |
06/2026 |
In
one installment at maturity date |
Annual
fixed rate of 5.00% |
Quarterly
basis |
56,363 |
US$
linked |
21.6
(3) |
06/2024 |
06/2026 |
In
one installment at maturity date |
Annual
fixed rate of 5.00% |
Quarterly
basis |
20,524 |
| (1) | This
accounting balances includes remeasurement, interest and related expenses. |
| (2) | For
Series 20 Notes issued, the subscription price was above par. The Company issued Notes
for a nominal value of $55,619 million, equivalent to US$59.7 million. Of the total issued,
the Company obtained proceeds net of issuance expenses of $46,210 million (equivalent to
US$51.8 million) and an integration in kind of $9,128 million (equivalent to US$9.8 million)
was made through the exchange of a portion of the Series 9 Notes. This transaction was
recognized as a debt extinguishment, recognizing a loss of $0.4 million that is included
in “Borrowings renegotiation results” item, within Financial results from borrowings. |
| (3) | For
Series 20 Notes additional issued, the subscription price was above par. The Company
obtained proceeds net of issuance expenses of $20,225 million, equivalent to US$21.6 million. |
| b) | Bank
and other financing entities loans |
Export
Development Canadá 2023 (EDC)
During
June 2024, disbursements of the aforementioned credit line of US$11.6 million (equivalent to $10,508 million as of June 30,
2024) was completed, maturing in May 2030. The principal disbursed accrues compensatory interest at a semi-annual SOFR plus a margin
of 6.65 percentage points.
| c) | Compliance
with covenants |
Considering
the complexity of Argentina’s economic situation, described in Note 29 to our consolidated financial statements for the year-ended
December 31, 2023, which prevented the early and accurate estimation of certain financial ratios,
the Company requested and obtained waivers regarding the Net Debt/EBITDA ratio.
During
March 2024, the Company requested and obtained from the Lenders new waivers effective until March 31, 2025, which allow increasing
the maintenance Net Debt/EBITDA ratio above the originally established level (raising it to 3.75), for the calculation period between
December 31, 2023 and December 31, 2024, establishing a net debt of US$2,700 billion on each calculation date, among other
matters.
As
of June 30, 2024 the Company has complied with: a) the EBITDA/ Net
Interest ratio and b) the Net Debt/EBITDA ratio established in the waivers obtained in March 2024, and is also in compliance with
the rest of the commitments assumed and in force.
TELECOM
ARGENTINA S.A.
NOTE
12 – SALARIES AND SOCIAL SECURITY PAYABLES
|
June 30, |
December 31, |
Current |
2024 |
2023 |
Salaries,
annual complementary salaries, vacation, bonuses and their social security payables |
125,894 |
156,516 |
Termination
benefits |
11,132 |
7,329 |
|
137,026 |
163,845 |
Non-current |
|
|
Termination
benefits |
7,999 |
6,704 |
|
7,999 |
6,704 |
Total
salaries and social security payables |
145,025 |
170,549 |
NOTE
13 – INCOME TAX PAYABLE AND DEFERRED INCOME TAX ASSETS/LIABILITIES
Income tax
payable by company is presented below:
|
June 30, |
December 31, |
|
2024 |
2023 |
Núcleo |
2,558 |
2,268 |
NYSSA |
240 |
266 |
Adesol |
425 |
187 |
Opalker |
33 |
18 |
Micro
Fintech Holding |
27 |
- |
Televisión
Dirigida |
592 |
- |
Pem |
- |
69 |
|
(*) 3,875 |
2,808 |
(*)
Includes $(1,504) million corresponding to the currency translation adjustments on initial balances of foreign subsidiaries, RECPAM and
to compensation made with tax credits.
Deferred
Income tax assets and liabilities, net of Telecom and its subsidiaries, and the actions for recourse tax receivable are presented below:
|
June 30, |
December 31, |
|
2024 |
2023 |
Tax
carryforward |
(65,083) |
(888,737) |
Allowance
for doubtful accounts |
(21,496) |
(30,171) |
Legal
Claims and contingent liabilities |
(8,475) |
(13,152) |
PP&E,
intangible assets and right of use assets |
1,102,493 |
1,119,154 |
Cash
dividends from foreign companies |
14,148 |
24,506 |
Income
tax inflation adjustment effect |
146,273 |
594,451 |
Other
deferred tax assets, net |
(2,452) |
(284) |
Total
deferred tax liabilities, net |
1,165,408 |
805,767 |
Actions
for recourse tax receivable |
(888) |
(1,596) |
Total
deferred tax liability, net |
(*) 1,164,520 |
804,171 |
|
|
|
Net
deferred tax assets |
(20,904) |
(24,836) |
Net
deferred tax liabilities |
1,185,424 |
829,007 |
(*)
Includes $3,815 million of currency translation adjustments on foreign subsidiaries’ initial balances.
As
of June 30, 2024, Telecom and some subsidiaries have cumulative tax loss carryforwards of $187,432 million (including $988 million
of unrecognized tax loss carryforwards for considering them non-recoverable), that calculated considering statutory income tax rate,
represents a deferred tax asset of $65,083 million.
TELECOM
ARGENTINA S.A.
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
06.30.2024 |
Tax
loss
carryforward
expiration year |
Telecom |
2023 |
144,540 |
2028 |
Micro Sistemas |
2021 |
240 |
2026 |
Micro Sistemas |
2022 |
3,424 |
2027 |
Micro Sistemas |
2023 |
17,646 |
2028 |
Micro Sistemas |
2024 |
19,659 |
2029 |
Interradios |
2023 |
1 |
2028 |
Pem |
2024 |
91 |
2029 |
Ubiquo |
2023 |
10 |
No deadline |
RISSAU |
2023 |
526 |
2028 |
Manda |
2020 |
194 |
2025 |
Manda |
2022 |
15 |
2027 |
Manda |
2023 |
779 |
2028 |
AVC Continente Audiovisual |
2021 |
3 |
2026 |
AVC Continente Audiovisual |
2022 |
37 |
2027 |
AVC Continente Audiovisual |
2023 |
130 |
2028 |
AVC Continente Audiovisual |
2024 |
42 |
2029 |
Cable Imagen |
2021 |
6 |
2026 |
Cable Imagen |
2022 |
16 |
2027 |
Cable Imagen |
2023 |
50 |
2028 |
Cable Imagen |
2024 |
23 |
2029 |
|
|
187,432 |
|
Income
tax benefit (expense) differed from the amounts computed by applying the statutory income tax rate of
each company to pre-tax income as a result of the following:
|
Six-month
period ended
June 30, |
|
2024 |
2023 |
|
Profit
(loss) |
Income before income
tax |
1,220,731 |
6,743 |
Non-taxable items – Losses from associates and
joint ventures |
2,972 |
3,013 |
Non-taxable items – Other |
(1,863) |
(4,150) |
Restatement in current currency of Equity, goodwill and
other |
693,260 |
943,875 |
Subtotal |
1,915,100 |
949,481 |
Effective income tax rate |
34.69% |
34.57% |
Income tax expense at statutory tax rate of each companies |
(664,340) |
(328,250) |
Deferred tax liability restatement in current currency
and other |
909,762 |
778,630 |
Income tax inflation adjustment |
(606,414) |
(303,807) |
Income tax on cash dividends of foreign companies |
(516) |
(6,907) |
Income tax benefit (expense)(*)(**) |
(361,508) |
139,666 |
|
|
|
Current tax |
(5,538) |
(1,575) |
Deferred tax |
(355,970) |
141,241 |
Income tax benefit (expense) |
(361,508) |
139,666 |
(*)
Includes $2,711 million and ($2,121) million in the six-month periods ended June 30, 2024 and 2023, respectively, corresponding
to the adjustments made in respective Affidavits 2023 and 2022.
(**)
Includes $214 million in the six-month period ended June 30, 2024 corresponding to a computable withholding arising from the subsidiary
Micro Fintech Holding, which is not subject to income tax.
NOTE
14 – OTHER TAXES PAYABLES
|
June 30, |
December 31, |
Current |
2024 |
2023 |
Other national taxes |
57,790 |
59,674 |
Provincial taxes |
9,280 |
7,482 |
Municipal taxes |
3,231 |
3,221 |
|
70,301 |
70,377 |
Non- current |
|
|
Provincial taxes |
4 |
20 |
|
4 |
20 |
Total other taxes payables |
70,305 |
70,397 |
NOTE 15
– LEASES LIABILITIES
|
June 30, |
December 31, |
|
2024 |
2023 |
Current |
|
|
Argentina |
48,202 |
48,504 |
Abroad |
2,002 |
3,155 |
|
50,204 |
51,659 |
TELECOM
ARGENTINA S.A.
|
June 30, |
December 31, |
|
2024 |
2023 |
Non-
current |
|
|
Argentina |
64,184 |
81,493 |
Abroad |
18,555 |
26,207 |
|
82,739 |
107,700 |
Total
leases liabilities |
132,943 |
159,359 |
Movements
in Leases liabilities are as follows:
|
June 30, |
|
2024 |
2023 |
At the beginning of the
year |
159,359 |
161,775 |
Increases (*) |
77,911 |
64,464 |
Financial results, net (**) |
10,496 |
22,034 |
Payments |
(35,895) |
(37,183) |
Decreases (included RECPAM
and currency translation adjustments) |
(78,928) |
(57,641) |
At the end of the period |
132,943 |
153,449 |
(*)
Included in Rights of use assets acquisitions.
(**)
Included in Other foreign currency exchange gains (losses) and Other interests, net.
NOTE 16
– OTHER LIABILITIES
|
June 30, |
December 31, |
Current |
2024 |
2023 |
Deferred
revenues on prepaid credit |
12,273 |
14,303 |
Deferred
revenues on connection fees and international capacity leases |
3,078 |
3,099 |
Debt
for acquisition of companies |
6,689 |
1,020 |
Related
parties (Note 24.b) |
2,545 |
4,239 |
Funds
to be paid to clients |
16,210 |
12,978 |
Other |
1,597 |
1,143 |
|
42,392 |
36,782 |
Non-current |
|
|
Deferred
revenues on connection fees and international capacity leases |
1,604 |
2,743 |
Pension
benefits |
3,623 |
4,043 |
Related
parties (Note 24.b) |
2,329 |
7,431 |
Debt
for acquisition of companies |
692 |
1,844 |
Other
|
70 |
194 |
|
8,318 |
16,255 |
Total
other liabilities |
50,710 |
53,037 |
NOTE
17 – PROVISIONS
The evolution
of provisions as of June 30, 2024 and 2023 is as follows:
|
Balances
as of
December 31,
2023 |
Additions |
Reclassifica-
tions |
Payments
|
RECPAM,
currency
translation
adjustments |
Balances
as
of
June 30, 2024 |
|
Capital
(i) |
Financial
result
(ii) |
Current |
|
|
|
|
|
|
|
Legal
Claims and contingent liabilities |
9,600 |
171 |
- |
10,768 |
(10,386) |
(3,427) |
6,726 |
Total
current provisions |
9,600 |
171 |
- |
10,768 |
(10,386) |
(3,427) |
6,726 |
Non-
Current |
|
|
|
|
|
|
|
Legal
Claims and contingent liabilities |
23,023 |
7,079 |
7,275 |
(10,768) |
(28) |
(6,621) |
19,960
|
Asset
retirement obligations |
23,928 |
13,443 |
- |
- |
- |
(11,828) |
25,543 |
Total
non-current provisions |
46,951 |
20,522 |
7,275 |
(10,768) |
(28) |
(18,449) |
45,503 |
|
|
|
|
|
|
|
|
Total
provisions |
56,551 |
20,693 |
7,275 |
- |
(10,414) |
(21,876) |
52,229 |
| (i) | $4
million related to acquisitions through business combinations (Note 25.2.a), $7,246 million
charged to Other operating expenses and $13,443 million to Right of use assets. |
| (ii) | Charged
to Other financial results, net - Other interests, net. |
TELECOM
ARGENTINA S.A.
|
Balances
as of
December 31,
2022 |
Additions |
Reclassifica-
tions |
Payments
|
RECPAM,
currency
translation
adjustments |
Balances
as
of
June 30, 2023 |
|
Capital
(i) |
Financial
result
(ii) |
Current |
|
|
|
|
|
|
|
Legal
Claims and contingent liabilities |
14,742 |
17,417 |
- |
12,914 |
(27,515) |
(4,283) |
13,275 |
Total
current provisions |
14,742 |
17,417 |
- |
12,914 |
(27,515) |
(4,283) |
13,275 |
Non-
Current |
|
|
|
|
|
|
|
Legal
Claims and contingent liabilities |
36,421 |
9,668 |
8,709 |
(12,914) |
- |
(9,345) |
32,539 |
Asset
retirement obligations |
28,823 |
11,759 |
- |
- |
- |
(9,931) |
30,651 |
Total
non-current provisions |
65,244 |
21,427 |
8,709 |
(12,914) |
- |
(19,276) |
63,190 |
|
|
|
|
|
|
|
|
Total
provisions |
79,986 |
38,844 |
8,709 |
- |
(27,515) |
(23,559) |
76,465 |
| (i) | $27,085
million charged to Other operating expenses and $11,759 million to Right of use assets. |
| (ii) | Charged
to Other financial results, net - Other interests, net. |
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 June 30, 2024, and December 31, 2023 are the following:
|
06.30.2024 |
12.31.2023 |
|
In
equivalent millions of Argentine pesos |
Assets |
185,199 |
321,757 |
Liabilities |
(2,369,923) |
(4,048,911) |
Net Liabilities |
(2,184,724) |
(3,727,154) |
Offsetting
of financial assets and financial liabilities
The
following table presents financial assets and liabilities that are offset as of June 30, 2024 and December 31, 2023:
|
As
of June 30, 2024 |
|
Trade
receivables |
Other
receivables |
Trade
payables |
Other
liabilities |
Current
and non-current assets (liabilities) - Gross value |
284,804 |
25,648 |
(434,478) |
(32,234) |
Offsetting |
(32,110) |
(2,173) |
32,110 |
2,173 |
Current and non-current assets (liabilities) –
Book value |
252,694 |
23,475 |
(402,368) |
(30,061) |
|
As
of December 31, 2023 |
|
Trade
receivables |
Other
receivables |
Trade
payables |
Other
liabilities |
Current and non-current assets
(liabilities) - Gross value |
252,404 |
44,014 |
(656,260) |
(30,222) |
Offsetting |
(13,091) |
(1,568) |
13,091 |
1,568 |
Current and non-current assets (liabilities) –
Book value |
239,313 |
42,446 |
(643,169) |
(28,654) |
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. |
TELECOM
ARGENTINA S.A.
Financial
assets and liabilities recognized at fair value as of June 30, 2024 and December 31, 2023, and the level of hierarchy are listed
below:
June 30,
2024 |
|
Level
1 |
|
Level
2 |
|
Total |
Assets |
|
|
|
|
|
|
Current
Assets |
|
|
|
|
|
|
Mutual
Funds (1) |
|
19,170 |
|
- |
|
19,170 |
Government
bonds and Notes (1) |
|
225,670 |
|
- |
|
225,670 |
Other
receivables: DFI |
|
- |
|
2,712 |
|
2,712 |
Non-current
Assets |
|
|
|
|
|
|
Other
receivables: DFI |
|
- |
|
114 |
|
114 |
Total
assets |
|
244,840 |
|
2,826 |
|
247,666 |
Liabilities |
|
|
|
|
|
|
Current
Liabilities |
|
|
|
|
|
|
Other
liabilities: Debt for acquisition of NYSSA |
|
- |
|
698 |
|
698 |
Borrowings:
DFI |
|
- |
|
23 |
|
23 |
Non-current
Liabilities |
|
|
|
|
|
|
Other
liabilities: Debt for acquisition of NYSSA |
|
- |
|
692 |
|
692 |
Total
Liabilities |
|
- |
|
1,413 |
|
1,413 |
| (1) | Mutual
Funds are included in “Cash and cash equivalents”, “Investments”
and Guarantee of financial operations included in “Other receivables”. and Government
bonds and Notes are included in “Cash and cash equivalents” and “Investments”. |
December 31,
2023 |
|
Level
1 |
|
Level
2 |
|
Total |
Assets |
|
|
|
|
|
|
Current
Assets |
|
|
|
|
|
|
Mutual
Funds (1) |
|
25,934 |
|
- |
|
25,934 |
Government
bonds and Notes (1) |
|
234,947 |
|
- |
|
234,947 |
Other
receivables: DFI |
|
- |
|
2,785 |
|
2,785 |
Other
receivables: Indemnification assets |
|
- |
|
18 |
|
18 |
Non-current
Assets |
|
|
|
|
|
|
Other
receivables: DFI |
|
- |
|
786 |
|
786 |
Total
assets |
|
260,881 |
|
3,589 |
|
264,470 |
Liabilities |
|
|
|
|
|
|
Current
Liabilities |
|
|
|
|
|
|
Other
liabilities: Debt for acquisition of NYSSA |
|
- |
|
1,020 |
|
1,020 |
Non-current
Liabilities |
|
|
|
|
|
|
Other
liabilities: Debt for acquisition of NYSSA |
|
- |
|
1,844 |
|
1,844 |
Total
liabilities |
|
- |
|
2,864 |
|
2,864 |
| (1) | Mutual
Funds are included in “Cash and cash equivalents” and “Investments”.
Government bonds and Notes are included in “Cash and cash equivalents” and “Investments”. |
In
relation to the fair values set forth above, as of June 30, 2024, there were no changes in the methods and assumptions used with
respect to what was reported in Note 22 to the consolidated financial statements as of December 31, 2023.
The
Company also has certain financial instruments that are not measured at fair value for which the book value approximates their fair value,
except for:
Borrowings
As
of June 30, 2024, fair value of borrowings is as follows:
|
Carrying
Value |
Fair
Value |
|
|
|
Notes |
1,610,391 |
1,528,055 |
Other borrowings |
953,599 |
963,628 |
|
2,563,990 |
2,491,683 |
The
fair value of the borrowings was assessed as follows:
| a) | The
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. |
TELECOM
ARGENTINA S.A.
Exchange
rate Hedges
During
June 2024, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio
amounting to US$5 million fixing the exchange rate in 1,015 Argentine pesos/US$, maturing on August 30, 2024.
NOTE
19 – PURCHASE COMMITMENTS
The
Company has entered into various purchase commitments with domestic and foreign suppliers amounting to approximately $567,560
million as of June 30, 2024 (of which $99,952 million corresponds to Fixed Assets commitments). These purchase commitments include
those that contain “take or pay” clauses, which force the buyer to purchase a quantity of a product or service in a period,
usually annually, or, alternatively, to pay that amount even if it has not been taken or accepted to receive it.
NOTE
20 – EQUITY
As
of June 30, 2024 and December 31, 2023, the capital stock of Telecom Argentina amounts to $2,153,688,011,
represented by the same number of common book-entry shares with nominal value of $1, as detailed below:
Class of
Shares |
|
Total |
Class “A” |
|
683,856,600 |
Class “B” |
|
628,058,019 |
Class “C” |
|
106,734 |
Class “D” |
|
841,666,658 |
Total |
|
2,153,688,011 |
As
of the date of these unaudited condensed consolidated financial statements, all the shares of Telecom Argentina are authorized by the
CNV for public offering.
Class B
Shares are listed and traded on the leading companies’ panel of the BYMA and the ADS representing 5 Class “B”
shares of the Company are traded on the NYSE under the symbol TEO.
| b) | Provisions
of the Telecom Ordinary and Extraordinary Shareholders’ meeting |
At
the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024, the shareholders of Telecom decided, among other:
| (i) | To
approve the Board of Directors’ proposal stated in current currency as of March 31,
2024 using the National Consumer Price Index pursuant to CNV Resolution No. 777/18 in
connection with the Accumulated Deficit as of December 31, 2023 for $257,730 million
($463,328 million in current currency as of June 30, 2024): (i) absorb the amount
of $257,730 million ($463,328 million in current currency as of June 30, 2024) from
the “Voluntary reserve to maintain the Company's level of capital expenditures and
its current solvency level”; b) to reclassify the amount of $84,257 million ($139,179
million in current currency as of June 30, 2024) from “Voluntary reserve to maintain
the Company's level of capital expenditures and its current solvency level” and to
be charged against the “Contributed Surplus”; |
| (ii) | to
delegate on the Board of Directors the power to reverse between October 1, 2024 and
December 31, 2024 the “Voluntary reserve to maintain the Company's level of capital
expenditures and its current solvency level” in
an amount that allows distribution of dividends in cash or in kind or any combination of
both options, for up to the maximum amount of distribution of US$ 100 million, once the conditions
detailed in Note 13.c) to the consolidated financial statements as of December 31, 2023
are met or waived. |
| c) | Restrictions
on distribution of profits |
Under
the LGS, the by-laws of the Company and rules and regulations of the CNV, a minimum of 5% of net income for the year in accordance
with the statutory books, plus/less previous years’ adjustments and accumulated losses must be appropriated by resolution of the
shareholders to a legal reserve until such reserve reaches 20% of the outstanding capital (common stock) plus inflation adjustment of
common stock.
TELECOM
ARGENTINA S.A.
NOTE
21 – REVENUES
|
Three-month
period ended
June 30, | |
Six-month
period ended
June 30, |
|
2024 |
2023 | |
2024 |
2023 |
Mobile
Services |
342,406 |
375,946 | |
672,409 |
778,849 |
Internet
Services |
218,247 |
194,151 | |
418,073 |
410,373 |
Cable
Television Services |
122,803 |
168,203 | |
243,058 |
351,738 |
Fixed
and Data Services |
107,787 |
111,041 | |
221,313 |
223,717 |
Other
services revenues |
8,449 |
7,475 | |
17,741 |
15,501 |
Subtotal
services revenues |
799,692 |
856,816 | |
1,572,594 |
1,780,178 |
Equipment
revenues |
56,392 |
77,022 | |
94,385 |
141,571 |
Total
Revenues |
856,084 |
933,838 | |
1,666,979 |
1,921,749 |
NOTE
22 – OPERATING EXPENSES
The
main components of the operating expenses are the following:
|
Three-month
period ended June 30, | |
Six-month
period
ended June 30, |
|
2024 |
2023 | |
2024 |
2023 |
Employee
benefit expenses and severance payments |
Profit (loss) |
Salaries,
social security expenses and benefits |
(179,175) |
(207,858) | |
(346,542) |
(430,413) |
Severance
indemnities |
(22,983) |
(9,919) | |
(38,970) |
(21,876) |
Other
employee expenses |
(5,160) |
(6,373) | |
(8,932) |
(9,478) |
|
(207,318) |
(224,150) | |
(394,444) |
(461,767) |
Fees
for services, maintenance, materials and supplies |
|
| |
|
|
Maintenance
and materials |
(61,873) |
(63,940) | |
(125,300) |
(119,577) |
Fees for
services |
(47,554) |
(58,554) | |
(101,806) |
(117,741) |
Directors
and Supervisory Committee’s members’ fees |
(936) |
(600) | |
(1,867) |
(1,598) |
|
(110,363) |
(123,094) | |
(228,973) |
(238,916) |
Taxes
and fees with the Regulatory Authority |
|
| |
|
|
Turnover
tax |
(34,791) |
(35,379) | |
(67,141) |
(71,921) |
Regulatory
Entity Fees |
(16,937) |
(17,842) | |
(33,165) |
(37,350) |
Municipal
taxes |
(8,617) |
(9,735) | |
(16,104) |
(19,921) |
Other
taxes and fees |
(6,493) |
(9,304) | |
(12,913) |
(19,141) |
|
(66,838) |
(72,260) | |
(129,323) |
(148,333) |
Cost
of equipment |
|
| |
|
|
Inventory
balance at the beginning of the year |
(55,901) |
(42,645) | |
(59,138) |
(38,840) |
Plus: |
|
| |
|
|
Purchases |
(38,552) |
(58,061) | |
(66,416) |
(112,778) |
Other |
2,717 |
1,052 | |
5,532 |
6,123 |
Less: |
|
| |
|
|
Inventory
balance at the end of the period |
46,175 |
41,240 | |
46,175 |
41,240 |
|
(45,561) |
(58,414) | |
(73,847) |
(104,255) |
Other
operating expenses |
|
| |
|
|
Legal Claims
and contingent liabilities |
(5,057) |
(20,831) | |
(7,246) |
(27,085) |
Rental and
internet capacity |
(9,224) |
(5,233) | |
(14,989) |
(10,968) |
Energy, water
and other services |
(24,610) |
(17,699) | |
(41,239) |
(37,313) |
Postage,
freight and travel expenses |
(5,795) |
(7,034) | |
(10,701) |
(13,565) |
Other |
435 |
(2,149) | |
(2,437) |
(3,877) |
|
(44,251) |
(52,946) | |
(76,612) |
(92,808) |
Depreciation,
amortization and impairment of Fixed Assets |
|
| |
|
|
Depreciation of PP&E |
(214,864) |
(252,946) | |
(425,842) |
(496,951) |
Amortization
of intangible assets |
(24,402) |
(38,351) | |
(49,150) |
(77,832) |
Amortization
of rights of use assets |
(41,799) |
(31,425) | |
(82,569) |
(60,021) |
(Impairment)
/ Recovery of Fixed Assets |
469 |
1,134 | |
372 |
(129) |
|
(280,596) |
(321,588) | |
(557,189) |
(634,933) |
TELECOM
ARGENTINA S.A.
Operating
expenses disclosed by function of expense amounted to $1,729,076 million and $2,011,410 million for the six-month period ended June 30,
2024 and 2023, respectively are as follows:
Concept |
Operating
costs |
Administration
costs |
Commercialization
costs |
Other
expenses |
Total
06.30.2024 |
Total
06.30.2023 |
Employee
benefit expenses and severance payments |
(215,187) |
(83,715) |
(95,542) |
- |
(394,444) |
(461,767) |
Interconnection
costs and transmission costs |
(53,353) |
- |
- |
- |
(53,353) |
(56,417) |
Fees
for services, maintenance, materials and supplies |
(85,556) |
(47,116) |
(96,301) |
- |
(228,973) |
(238,916) |
Taxes
and fees with the Regulatory Authority |
(127,834) |
(790) |
(699) |
- |
(129,323) |
(148,333) |
Commissions
and advertising |
- |
- |
(86,665) |
- |
(86,665) |
(117,032) |
Cost
of equipment and handsets |
(73,847) |
- |
- |
- |
(73,847) |
(104,255) |
Programming
and content costs |
(93,387) |
- |
- |
- |
(93,387) |
(109,040) |
Bad
debt expenses |
- |
- |
(35,283) |
- |
(35,283) |
(47,909) |
Other
operating expenses |
(51,613) |
(13,566) |
(11,433) |
- |
(76,612) |
(92,808) |
Depreciation,
amortization and impairment of Fixed Assets |
(441,368) |
(76,850) |
(39,343) |
372 |
(557,189) |
(634,933) |
Total
as of 06.30.2024 |
(1,142,145) |
(222,037) |
(365,266) |
372 |
(1,729,076) |
|
Total
as of 06.30.2023 |
(1,310,970) |
(240,090) |
(460,221) |
(129) |
|
(2,011,410) |
NOTE
23 – FINANCIAL RESULTS
|
Three-month
period ended
June 30, |
Six-month
period ended
June 30, |
|
2024 |
2023 |
2024 |
2023 |
|
Profit
(loss) |
Interests
on borrowings (*) |
(21,858) |
(27,351) |
(53,122) |
(59,166) |
Remeasurement
in borrowings (**) |
(39,023) |
(3,680) |
(74,013) |
9,340 |
Foreign
currency exchange gains on borrowings (***) |
236,883 |
6,349 |
1,249,112 |
67,581 |
Borrowings
renegotiation results |
- |
- |
- |
(1,434) |
Total
financial results from borrowings |
176,002 |
(24,682) |
1,121,977 |
16,321 |
Fair
value gains/(losses) on financial assets at fair value through profit or loss |
13,103 |
(16,680) |
(15,077) |
(29,741) |
Other
foreign currency exchange gains (losses) |
35,665 |
(941) |
151,451 |
(4,823) |
Other
interests, net |
1,657 |
3,305 |
8,221 |
9,307 |
Other
taxes and bank expenses |
(30,665) |
(9,629) |
(49,186) |
(19,190) |
Financial
expenses on pension benefits |
(665) |
(988) |
(1,511) |
(2,225) |
Financial
discounts on assets, debts and others |
(7,223) |
(2,672) |
(7,542) |
(6,498) |
RECPAM |
14,983 |
62,602 |
77,467 |
136,266 |
Total
other financial results, net |
26,855 |
34,997 |
163,823 |
83,096 |
Total
financial results, net |
202,857 |
10,315 |
1,285,800 |
99,417 |
(*)
Includes $1,386 million and $776 million corresponding to net income generated by DFI in the six-month period ended June 30, 2024
and 2023, respectively.
(**)
Related to Notes issued in UVA.
(***)
Includes $222 million and ($13,449) million corresponding to net income/ (losses) generated by DFI in the six-month period ended June 30,
2024 and 2023, respectively.
NOTE
24 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES
CVH
is the controlling company of Telecom Argentina, holding 28.16% of the capital stock of the Company. Additionally, both CVH and Fintech,
contributed to the Voting Trust, in accordance with the Shareholders´ Agreement, shares representing 10.92% of the capital of the
Company so the shares subject to such agreement represent 21.84% of the total capital of the Company (the “Shares in Trust”).
According
to the Voting Trust Agreement, the trustee appointed by CVH must vote the Shares in Trust as instructed or voted by CVH with respect
to all issues except in respect of certain matters subject to veto under the Shareholders’ Agreement.
| b) | Balances
with Related parties |
| · | Associates
and joint venture |
CURRENT
ASSETS |
|
June 30, |
December 31, |
Trade
receivables |
|
2024 |
2023 |
Ver
TV |
Associate |
16 |
18 |
OPH |
Joint
venture |
27 |
49 |
|
|
43 |
67 |
TELECOM
ARGENTINA S.A.
|
|
June 30, |
December 31, |
Other
receivables |
|
2024 |
2023 |
La
Capital Cable |
Associate |
254 |
377 |
Ver
TV |
Associate |
72 |
4 |
|
|
326 |
381 |
|
|
|
|
CURRENT
LIABILITIES |
|
June 30, |
December 31, |
Trade
payables |
|
2024 |
2023 |
La
Capital Cable |
Associate |
8 |
6 |
TSMA |
Associate |
1 |
2 |
OPH |
Joint
venture |
878 |
1,926 |
|
|
887 |
1,934 |
Other
liabilities |
|
|
|
OPH |
Joint
venture |
2,545 |
4,239 |
|
|
2,545 |
4,239 |
NON
- CURRENT LIABILITIES |
|
|
|
Other
liabilities |
|
|
|
OPH |
Joint
venture |
2,329 |
7,431 |
|
|
2,329 |
7,431 |
CURRENT
ASSETS |
|
June 30, |
December 31, |
Trade
receivables |
|
2024 |
2023 |
Other
related parties |
|
2,161 |
1,179 |
|
|
2,161 |
1,179 |
Other
receivables |
|
|
|
Other
related parties |
|
2 |
7 |
|
|
2 |
7 |
CURRENT
LIABILITIES |
|
|
|
Trade
payables |
|
|
|
Other
related parties |
|
9,097 |
8,245 |
|
|
9,097 |
8,245 |
| c) | Transactions
with Related parties |
| · | Associates
and joint ventures |
|
Transaction |
Kind
of related
party |
Six-month
period
ended
June 30, |
|
|
|
2024 |
2023 |
|
|
|
Profit
(loss) |
|
|
|
Revenues |
La
Capital Cable |
Services
revenues and other revenues |
Associate |
86 |
7 |
Ver
TV |
Services
revenues and other revenues |
Associate |
35 |
30 |
OPH |
Services
revenues and other revenues |
Joint
venture |
142 |
- |
|
|
|
263 |
37 |
|
|
|
Operating
costs |
La
Capital Cable |
Fees
for services |
Associate |
(432) |
(1,111) |
|
|
|
(432) |
(1,111) |
|
Transaction |
Six-month
period
ended
June 30, |
|
|
2024 |
2023 |
|
|
Profit
(loss) |
|
|
Revenues |
Other
related parties |
Services
and advertising revenues |
2,459 |
1,698 |
|
|
2,459 |
1,698 |
|
|
Operating
costs |
Other
related parties |
Programming
costs |
(14,735) |
(16,485) |
Other
related parties |
Editing
and distribution of magazines |
(1,847) |
(2,801) |
Other
related parties |
Advisory
services |
(2,373) |
(2,237) |
Other
related parties |
Advertising
purchases |
(501) |
(1,226) |
Other
related parties |
Other
purchases and commissions |
(1,327) |
(873) |
|
|
(20,783) |
(23,622) |
The
transactions discussed above were made by Telecom Argentina under the same conditions than would have been obtained from unaffiliated
third parties. When Telecom Argentina’s transactions represented more than 1% of its total shareholders’ equity, they were
approved according to Law No. 26,831, the Bylaws and the Executive Committees’ Faculties and Performance Regulation.
TELECOM
ARGENTINA S.A.
NOTE
25 – RECENT DEVELOPMENTS CORRESPONDING TO THE SIX-MONTH PERIOD ENDED JUNE 30, 2024
| a) | Decree
No. 690/20 - Amendment to the LAD |
In
relation to the situation described in Note 2.c).i) in the consolidated financial statements as of December 31, 2023, on February 20,
2024 the precautionary measure, which suspended the application of the
Decree No. 690/20, was extended for an additional period of six months, remaining in force until August 20, 2024. Consequently,
the precautionary measure is fully in force as of the issuance date of these unaudited condensed consolidated financial statements.
In
connection with the decision rendered on November 17, 2023 by the Federal Court on Administrative Litigation Matters No. 8
whereby it nullified Decree No. 690/20 and ENACOM Resolutions Nos. 1,466/20 and 1,467/20, on June 19, 2024, Chamber II of the
Court of Appeals on Federal Administrative Matters rendered a decision whereby it fully upheld the first-instance judgment, ratifying
the nullity of both Decree No. 690/20 and the aforementioned ENACOM Resolutions, considering them unconstitutional.
On
July 4, 2024, PEN filed an extraordinary appeal against the second instance ruling, which has not been granted to date.
On
the other hand, through Emergency Decree No. 302/24, published in the Official Gazette on April 9, 2024, the Executive Branch
repealed Decree No. 690/20. Furthermore, on June 25, 2024, through ENACOM Resolution No. 13/24, the ENACOM revoked the
regulations that limited price increases for Internet, mobile telephony, and cable television services.
Through
Communication "A" No. 8,038, the BCRA repealed Communication "A" No. 7,825, which had established that
the return received by PSPCP in pesos of deposit accounts held at financial institutions, where their clients' funds are deposited, had
to be fully transferred to those clients.
Additionally,
on July 4, 2024, Micro Sistemas was registered with the BCRA as an Acceptor of payments made through transfers.
| a) | Exercise
of the call option of Naperville and Saturn Holding LLC |
a.1)
Naperville
On
May 20, 2024, the subsidiary Televisión Dirigida partially exercised the call option to purchase 51% of Naperville (which
owns shares representing 76.63% of Manda’s share capital and votes,
which in turn is the sole shareholder and owns 100% of RISSAU’s share capital and votes, an operating company whose main activity
is the installation and operation of broadcasting services).
Additionally,
on the same day, Televisión Dirigida also exercised the call option for US$ 3,108 to purchase all the shares held by minority
shareholders in Manda, which represent 0.007% of the capital stock and votes of said company.
The
transaction price amounted to US$ 16.4 million ($14,584 million stated at the exchange rate prevailing on the transaction date), which
shall be settled as follows: a) US$ 3.8 million ($ 3,404 million stated at the exchange rate prevailing on the transaction date) has
been paid as an option premium on the date of execution of the Option Agreement dated October 4, 2023, b) US$ 12.6 million for the
partial acquisition of 51%, of which US$ 6 million -$ 5,333 million stated at the exchange rate prevailing on the transaction date- was
paid within 48 hours of signing date , and US$ 6.6 million -$5,847 million stated at the exchange rate prevailing on the transaction
date- to be paid on July 31, 2024.
The
remained unsettled as of June 30, 2024 amounts to $5,991 million which was included under "Debt for acquisition of companies"
within Other current liabilities. This debt was cancelled on July 31, 2024.
TELECOM
ARGENTINA S.A.
The
Company's management has made a preliminary determination of the fair value of the assets acquired and liabilities assumed (net assets)
at the acquisition date, and from the comparison with the consideration paid has determined a goodwill.
Details
of the purchase consideration, the estimated net assets acquired and the goodwill resulting from the exercise of the call option for
51% of Naperville:
Purchase
consideration |
(In
current currency
at the acquisition
date) |
(In
current currency
as of June 30, 2024) |
Call
option |
3,404 |
3,708 |
Cash
Paid |
5,333 |
5,810 |
Remaining
balance |
5,847 |
6,370 |
Total |
14,584 |
15,888 |
The
assets and liabilities in millions recognized as a result of the acquisition are as follows:
|
(In
current currency
at the acquisition
date) |
(In
current currency as of
June 30, 2024) |
Cash
and cash equivalents |
642
|
699
|
Investment |
1,613
|
1,758
|
Trade
receivables |
420
|
458
|
Goodwill |
728 |
793 |
PP&E
|
1,686
|
1,826
|
Trade
payables |
1,343
|
1,463
|
Other
assets / liabilities, net |
(2,801)
|
(3,042)
|
Net
identifiable assets acquired |
3,631 |
3,955 |
Less:
non-controlling interests |
(2,211)
|
(2,409)
|
Add:
goodwill (*) |
13,164
|
14,342
|
Net
assets acquired |
14,584
|
15,888
|
(*)
The Company will annually review the recoverability of goodwill.
Revenue
and profit contribution
The
acquired business contributed revenues of $208 million and Adjusted EBITDA of $(340) million for the period from May 1, 2024 to
June 30, 2024.
On
July 17, 2024, Televisión Dirigida exercised the call option to purchase the remaining shares, accounting for 49% of Naperville.
The price of this transaction amounted to US$ 15.8 million and shall be paid according to the schedule agreed by the parties, with the
possibility for Televisión Dirigida to make partial payments, pre-cancel outstanding balances if it so desires, or even postpone
payments subject to obtaining the prior consent of the seller.
Therefore,
the total transaction price amounted to US$ 32.2 million.
a.2)
Saturn Holding LLC
As
of June 30, 2024, Televisión Dirigida held a call option for the purchase of 100% of Saturn Holding LLC (which owns 23.37%
of Manda) for US$ 1.2 million (equivalent to $1,062 million as of June 30, 2024), to be deducted from the purchase price.
On
July 17, 2024, the option to purchase 100% of Saturn Holding LLC was exercised.
The
transaction price amounted to US$ 9.8 million and the outstanding balance was US$8.6 million. This outstanding balance shall be paid
according to the schedule agreed by the parties, and the agreement provides for the possibility for Televisión Dirigida to make
partial payments, pre-cancel outstanding balances if it so desires, or even postpone payments subject to obtaining the prior consent
of the seller.
TELECOM
ARGENTINA S.A.
| b) | Corporate
reorganization |
b.1)
Merger between Núcleo and Tuves Paraguay S.A.
In
relation to the corporate reorganization process between Núcleo and Tuves Paraguay S.A. mentioned in Note 1 to the consolidated
financial statements as of December 31, 2023, on June 3, 2024, the General Directorate of Public Registries approved the merger
between Núcleo (the absorbing and surviving company) and Tuves Paraguay S.A. (the absorbed company). The effective merger date
is June 4, 2024, the date on which the transfer to Núcleo of all the rights and obligations, assets, and liabilities of the
absorbed company took effect.
This
operation has no impact on these unaudited condensed consolidated financial statements.
b.2)
Transfer of shares of Personal Envíos to Micro Fintech Holding
On
May 20, 2024, the subsidiary Núcleo distributed dividends to its shareholders totalling PYG 145,614 million ($ 18,326 million
in constant currency as of June 30, 2024), of which PYG 21,842 million ($ 2,713 million in constant currency as of June 30,
2024) was distributed in cash and PYG 123,772 million ($15,613 million in constant currency as of June 30, 2024) was distributed
in shares of Personal Envíos (an amount equivalent to the fair value, determined by an independent appraiser, of the 7,760 shares
it held in Personal Envíos, representing 97% of its interest in that company).
On
the same day, the Company made an in-kind contribution to Micro Fintech Holding consisting of the shares received from Núcleo
along with 160 shares that the Company already held in Personal Envíos.
As
a result of this transaction, Micro Fintech Holding currently owns 5,400 shares, representing 67.5% of the issued and outstanding capital
stock of Personal Envíos.
This
operation has no impact on these unaudited condensed consolidated financial statements since the non-controlling interest maintained
its percentage of Equity.
NOTE
26 – SUBSEQUENT EVENTS TO JUNE 30, 2024
Notes:
Series 21 and 22
In
connection with the Notes Global Program, the Company issued the Series 21 and 22 Notes with the following characteristics:
Series |
Currency |
Amount
involved
(in
millions) |
Issuance
date |
Maturity
date |
Amortization |
Interest
rate |
Interest
payment date |
21 |
US$
|
500
(1) |
07/2024 |
07/2031 |
In
three installment of:
33% at 07/2029
33% at 07/2030
34%
at 07/2031 |
Annual
fixed rate of 9.50% |
Semiannual |
US$
|
115.3
(2) |
07/2024 |
07/2031 |
In
three installment of:
33% at 07/2029
33% at 07/2030
34%
at 07/2031 |
Annual
fixed rate of 9.50% |
Semiannual |
US$
|
2.0
(3) |
08/2024 |
07/2031 |
In
three installment of:
33% at 07/2029
33% at 07/2030
34%
at 07/2031 |
Annual
fixed rate of 9.50% |
Semiannual |
22 |
US$
linked |
33.7
(4) |
08/2024 |
02/2026 |
In
one installment at maturity date |
Annual
fixed rate of 2% |
Quarterly
basis |
1. The
subscription price was under par, so that on the date of issuance, the Company obtained, net of issuance costs, US$493 million ($456,544
million in current currency as of date of issuance). The Company will use the proceeds to refinance borrowings, including the use of
US$100 million to repurchase Series 5 Notes maturing in 2025.
On
August 6, 2024, the Company paid a part of principal on the Series 5 Notes for US$128.3 million. Additionally, on August 8,
2024, the Company paid, within the terms of the Tender Offer, US$19.8 million for the repurchase of the Series 5 Notes.
2. The
contribution of the additional Series 21 Notes was carried out through the exchange of part of its Series 1 Notes, maturing
in 2026, of US$ 115.3 million.
3. The
contribution of the additional Series 21 Notes was carried out through the exchange of part of its Series 1 Notes, maturing
in 2026, of US$ 2.0 million.
4. The
subscription price was above par. The Company issued Notes for a nominal value of $31,732 million, equivalent to US$33.7 million.
TELECOM
ARGENTINA S.A.
Finally, in
relation to the compliance with its covenants and waivers, it should be noted that the new debt issuance does not affect the obligations
assumed by the Company, because the proceeds will be used to refinance its borrowings.
|
|
Carlos
Moltini |
|
|
Chairman
of the Board of
Directors |
OPERATING
AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2024
(In
millions of Argentine pesos in current currency - except per share data in Argentine pesos in current currency- or as expressly indicated)
As
provided under Resolution No. 777 issued by the CNV on December 28, 2018, this operating and financial review and prospects
discloses the comparative balances set forth below, restated to current currency as of June 30, 2024.
The
table below shows the evolution of the national consumer price index (National CPI) in light of the fact that Argentina has been considered
a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, as further discussed in Note 1.d)
to the unaudited condensed consolidated financial statements for 2023 and as of June 30, 2024 and 2023. According to official statistics
from the Argentine National Statistics and Censuses Institute (Instituto Nacional de Estadísticas y Censos) and the Banco
Nación U.S. dollar exchange rate used for the preparation of this operating and financial review and prospects are as follows:
|
As
of June 30, 2023 |
As
of December 31, 2023 |
As
of June 30, 2024 |
|
|
|
|
National
Consumer Price Index (National CPI) (December 2016=100) |
1,709.61 |
3,533.19 |
6,351.71 |
|
|
|
|
Variation
in prices |
|
|
|
Annual |
115.6% |
211.4% |
271.5% |
Accumulated
six months |
50.7% |
n/a |
79.8% |
Accumulated
three months since March 2023/2024 |
23.8% |
n/a |
18.6% |
|
|
|
|
Banco
Nación US$/$ exchange rate |
256.70 |
808.45 |
912.00 |
|
|
|
|
Variation
in the exchange rate |
|
|
|
Annual |
105.0% |
356.3% |
310.5% |
Accumulated
six months |
44.9% |
n/a |
12.8% |
Accumulated
three months since March 2023/2024 |
22.8% |
n/a |
6.3% |
The
National CPI has registered an increase of 271.5% as of June 30, 2024 as compared to June 30, 2023.
| 2. | Telecom’s activities for the six-month period ended June 30, 2024 (“1H24”) and 2023 (“1H23”) |
|
1H24 |
|
1H23 |
|
Variation |
|
|
$
million |
|
$
million |
|
% |
|
Revenues |
1,666,979 |
|
1,921,749 |
|
(254,770) |
|
(13.3) |
|
Employee
benefit expenses and severance payments |
(394,444) |
|
(461,767) |
|
67,323 |
|
(14.6) |
|
Interconnection
and transmission costs |
(53,353) |
|
(56,417) |
|
3,064 |
|
(5.4) |
|
Fees
for services, maintenance, materials and supplies |
(228,973) |
|
(238,916) |
|
9,943 |
|
(4.2) |
|
Taxes
and fees with the Regulatory Authority |
(129,323) |
|
(148,333) |
|
19,010 |
|
(12.8) |
|
Commissions
and advertising |
(86,665) |
|
(117,032) |
|
30,367 |
|
(25.9) |
|
Cost
of equipment and handsets |
(73,847) |
|
(104,255) |
|
30,408 |
|
(29.2) |
|
Programming
and content costs |
(93,387) |
|
(109,040) |
|
15,653 |
|
(14.4) |
|
Bad
debt expenses |
(35,283) |
|
(47,909) |
|
12,626 |
|
(26.4) |
|
Other
operating expenses |
(76,612) |
|
(92,808) |
|
16,196 |
|
(17.5) |
|
Depreciation,
amortization and impairment of Fixed Assets |
(557,189) |
|
(634,933) |
|
77,744 |
|
(12.2) |
|
Operating
loss |
(62,097) |
|
(89,661) |
|
27,564 |
|
(30.7) |
|
Losses
from associates and joint ventures |
(2,972) |
|
(3,013) |
|
41 |
|
(1.4) |
|
Financial
results from borrowings |
1,121,977 |
|
16,321 |
|
1,105,656 |
|
n/a |
|
Other
financial results, net |
163,823 |
|
83,096 |
|
80,727 |
|
97.1 |
|
Income
before income tax |
1,220,731 |
|
6,743 |
|
1,213,988 |
|
n/a |
|
Income
tax benefit (expense) |
(361,508) |
|
139,666 |
|
(501,174) |
|
n/a |
|
Net
income for the period |
859,223 |
|
146,409 |
|
712,814 |
|
n/a |
|
|
|
|
|
|
|
|
|
|
Net
income attributable to: |
|
|
|
|
|
|
|
|
Controlling
Company |
851,682 |
|
140,561 |
|
711,121 |
|
n/a |
|
Non-controlling
interest |
7,541 |
|
5,848 |
|
1,693 |
|
29.0 |
|
|
859,223 |
|
146,409 |
|
712,814 |
|
n/a |
|
Earnings
per share for income attributable to the Controlling Company - Basic and diluted (in Argentine pesos) |
395.45 |
|
65.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(1) |
495,092 |
|
545,272 |
|
(50,180) |
|
(9.2) |
|
| (1) | Adjusted
EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax benefit (expense),
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
1H24, net income amounted to $859,223 million (compared to a net income of $146,409 million in 1H23), representing 51.5% of revenues
(compared to 7.6% of revenues in 1H23). The increase in 1H24 compared to 1H23 was mainly due to an increase in financial result, net
of $1,186,383 million, which was partially offset by a decrease in income tax benefit (expense) of $501,174 million.
In
1H24, Adjusted EBITDA totaled $495,092 million, representing 29.7% of
revenues in 1H24. Adjusted EBITDA in 1H23 totaled $545,272 million, representing 28.4% of revenues in 1H23. The decrease of $50,180 million
in 1H24 compared to 1H23 was mainly due to a decrease in revenues of $254,770 million, partially
offset by the decrease in operating costs (without depreciation, amortization and impairment of Fixed Assets) of $204,590 million.
|
1H24 |
1H23 |
Variation |
|
$
million |
$
million |
% |
Mobile
Services |
672,409 |
778,849 |
(106,440) |
(13.7) |
Internet
Services |
418,073 |
410,373 |
7,700 |
1.9 |
Cable
Television Services |
243,058 |
351,738 |
(108,680) |
(30.9) |
Fixed
and Data Services |
221,313 |
223,717 |
(2,404) |
(1.1) |
Other
services revenues |
17,741 |
15,501 |
2,240 |
14.5 |
Subtotal
Services revenues |
1,572,594 |
1,780,178 |
(207,584) |
(11.7) |
Equipment
revenues |
94,385 |
141,571 |
(47,186) |
(33.3) |
Total
Revenues |
1,666,979 |
1,921,749 |
(254,770) |
(13.3) |
During
1H24 revenues decreased 13.3% or $254,770 million compared to 1H23, amounting to $1,666,979 million.
While
there was a greater demand for services, revenues decreased mainly due to the fact that, as a consequence of the 271.5% annual inflation
in Argentina (from June 30, 2023 to June 30, 2024), the Company (similarly to its competitors in the ICT industry) was unable
to increase its prices during 1H24 to the same extent as the increase in inflation.
Services
revenues amounted to $1,572,594 million in 1H24, decreasing 11.7% as compared to $1,780,178 million in 1H23 and represented 94.3% of
consolidated revenues. Equipment revenues amounted to $94,385 million in 1H24 as compared to $141,571 million in 1H23, and represented
5.7% of consolidated revenues.
Revenues
included $231,102 million and $1,485,124 million in 1H24 and 1H23, respectively, related to the effect generated by the restatement in
current currency as of June 30, 2024.
Consolidated
revenues for 1H24 and 1H23 are comprised as follows:
Mobile
Services
Mobile
services revenues in 1H24 amounted to $672,409 million (a decrease of $106,440 million or 13.7% as compared to 1H23), being the principal
contributor to our total services revenues for 1H24 (42.8% of services revenues in 1H24 as compared to 43.8% in 1H23). Mobile internet
services revenues remained stable in 1H24 and 1H23 and accounted for 93% of total mobile service revenues in both periods.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Mobile services revenues amounted to $93,835
million and $602,563 million in 1H24 and 1H23, respectively.
Mobile
services revenues in Argentina amounted to $608,129 million (a decrease of $109,912 million or 15.3% as compared to 1H23). This decrease
was mainly due to 18.2% decrease in the ARPU (average revenue per user), partially offset by a 2.8% increase in the number of customers.
The
ARPU amounted to $4,743.5 as of June 30, 2024 (compared to $5,800.0 as of June 30, 2023). This decrease was mainly explained
by the fact that, as a consequence of the annual 271.5% inflation in Argentina, the Company (similarly to its competitors in the ICT
industry) was unable to increase its prices during 1H24 to the same extent as the increase in inflation (the effect generated by the
restatement in current currency as of June 30, 2024 included in ARPU amounted to $646.4 and $4,483.6 as of June 30, 2024 and
2023, respectively). Additionally, the decrease in ARPU is also explained by the fact that we granted greater discounts to customers
in order to maintain the customer base, considering the intense competition in the market and an increase in the migration of customers
from postpaid to prepaid services (which have a lower ARPU than postpaid customers).
Our
mobile customers in Argentina amounted to 21.2 million and 20.6 million as of June 30, 2024 and 2023, respectively. Out of the total
mobile customers as of June 30, 2024, 62% were prepaid customers and 38% were postpaid customers, whereas as of June 30, 2023,
60% were prepaid customers and 40% were postpaid customers. We observed a change in customer behavior, resulting in an increase in prepaid
services customers of 5.4% and a decrease in the postpaid services customers of 1.2% as of June 30, 2024, as compared to June 30,
2023. Additionally, the average churn rate per month amounted to 1.6% in 1H24 (compared to a 1.8% average in 1H23).
ARPU
of Mobile Services in Argentina
A
monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues—excluding
out collect wholesale roaming, cell site rental and reconnection fees revenues and others—(divided by six months) by the average
number of customers during 1H24. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU
may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service
revenues are excluded from Argentina’s ARPU calculations presented in this operating and financial review and prospects as of June 30,
2024. Management believes that this measure is helpful in assessing the development of the subscriber base of mobile services. The following
table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 1H24:
| |
1H24 |
|
| |
$ million |
|
Total Mobile service revenues | |
608,129 |
|
Components of service revenues not included in the ARPU calculation: out collect (wholesale) roaming, cell sites rental, reconnection fees revenues and others | |
(6,247) |
|
Adjusted total service revenues included in the ARPU calculation | |
601,882 |
|
Average number of customers during 1H24 (millions) | |
21.1 |
|
Mobile
services revenues generated in Paraguay amounted to $64,280 million in 1H24 (a $3,472 million or 5.7% increase compared to 1H23). The
increase was mainly due to the appreciation of the Guaraní against the Argentine Peso.
Paraguay’s
ARPU amounted to $6,875.1 as of June 30, 2024 (compared to $4,406.3 as of June 30, 2023), representing a 56.0% increase.
In
1H24, the customer base in Paraguay amounted to 2.4 million customers, increasing a 4.7% compared to 1H23. Out of the total mobile customers
as of June 30, 2024, 74% were prepaid customers and 26% were postpaid customers, whereas as of June 30, 2023, 78% were prepaid
customers, and 22% were postpaid customers. The average churn rate per month amounted to 2.6% in 1H24
(compared to a 2.8% average in 1H23).
Internet
Services
Internet
services revenues amounted to $418,073 million in 1H24 (equivalent to 26.6% of total consolidated services revenues), increasing $7,700
million or 1.9% as compared to 1H23. The effect generated by the restatement in current currency as of June 30, 2024 included in
internet services revenues amounted to $59,809 million and $317,37 million in 1H24 and 1H23, respectively.
The
increase in internet services revenues in Argentina in 1H24 was mainly due to the increase in the Broadband Internet access ARPU of 9.8%.
The
ARPU reached $16,034.2 in 1H24 as compared to $15,866.2 in 1H23. This increase in ARPU is mainly explained by the fact that, we
granted fewer discounts to customers for this service. The effect generated by the restatement in current currency as of June 30,
2024 included in ARPU amounted to $2,162.4 and $12,258.4 as of June 30, 2024 and 2023, respectively).
The
customer base remained stable amounting to 4.1 million customers in both
1H24 and 1H23, as a result of the Company's efforts despite the intense competition. The churn rate per month amounted to 1.9% and 1.7%
in 1H24 and 1H23, respectively.
ARPU
of Internet Services in Argentina
A
monthly operational measure used in the internet services is ARPU, which we calculate by dividing adjusted total service revenues—excluding
connection and rehabilitation fees revenues and others—(divided by six months) by the average number of customers during 1H24.
ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same
manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from
Internet’s ARPU calculations presented in this operating and financial review and prospects as of June 30, 2024. Management
believes that this measure is helpful in assessing the development of the subscriber base of Internet services. The following table shows
the reconciliation of total service revenues to such revenues included in the ARPU calculations of 1H24:
| |
| 1H24 | |
| |
| $ million | |
Total Internet service revenues | |
| 393,440 | |
Components
of service revenues not included in the ARPU calculation | |
| (51) | |
Adjusted
total service revenues included in the ARPU calculation | |
| 393,389 | |
Average number of customers during
1H24 (millions) | |
| 4.1 | |
Cable
Television Services
Cable
television services revenues amounted to $243,058 million in 1H24 (equivalent to 15.5% of total consolidated services revenues), decreasing
$108,680 million or 30.9% as compared to revenues in 1H23. The effect generated by the restatement in current currency as of June 30,
2024, included in cable television services revenues, amounted to $34,031 million and $271,781 million in 1H24 and 1H23, respectively.
The
decrease in Cable television service revenues in 1H24 was mainly due to the decrease in ARPU, a 33.2% decrease compared to 1H23, and
a 0.9% decrease in the customer base compared to 1H23.
The
ARPU amounted to $11,098.1 as of June 30, 2024 compared to an ARPU
of $16,607.4 as of June 30, 2023. The decreased is mainly explained since annual inflation as of June 30, 2024 amounted to
271.5%, the Company (similarly to its competitors in the ICT industry) was unable to increase its prices during 1H24 to the same extent
as the increase in inflation (the effect generated by the restatement in current currency as of June 30, 2024 included in ARPU amounts
to $1,540.4 and $12,835.5 as of June 30, 2024 and 2023, respectively). Additionally, the decrease in ARPU is also explained by the
fact that we granted greater discounts to customers as part of our customer retention strategy.
In
1H24, the customer base in Argentina amounted to 3.1 million customers, decreasing a 0.9% compared to 1H23. This decrease is mainly due
to the economic situation in Argentina and the changes in customers’ consumption trends. Our Flow digital platform’s customer
base reached 1.5 million and our Premium Package’s customer base amounted to 1.2 million in 1H24, a 11.8% decrease compared to
1H23. The average churn rate per month amounted to 2.0% in both 1H24 and 1H23.
ARPU
of Cable Television Services in Argentina
An
important monthly operational measure used in the Cable Television services is ARPU, which we calculate by dividing adjusted total service
revenues—excluding connection and administration fees, advertising
services and others—(divided by six months) by the average number of customers during 1H24. ARPU is not a measure calculated in
accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures
used by other companies. In particular, certain components of service revenues are excluded from Cable Television’s ARPU calculations
presented in this operating and financial review and prospects as of June 30, 2024. Management believes that this measure is helpful
in assessing the development of the subscriber base of cable television services. The following table shows the reconciliation of total
cable television service revenues to such revenues included in the ARPU calculations of 1H24:
| |
| 1H24 | |
| |
| $ million | |
Total Cable television service
revenues | |
| 208,549 | |
Components
of service revenues not included in the ARPU calculation: Connection and Reconnection fees and others | |
| (374) | |
Adjusted
total service revenues included in the ARPU calculation | |
| 208,175 | |
Average number of customers during
1H24 (millions) | |
| 3.2 | |
Fixed
and Data Services
Revenues
generated by fixed and data services amounted to $221,313 million in 1H24 (equivalent
to 14.1% of total consolidated services revenues), decreasing $2,404 million or 1.1% as compared to 1H23. The effect generated by the
restatement in current currency as of June 30 2024 included in fixed and data services revenues amounted to $32,244 million and
$172,826 million in 1H24 and 1H23, respectively.
The
decrease in fixed and data services in Argentina in 1H24 was mainly due to decrease
in ARPU, decreasing 2.1% as compared to 1H23, and a decrease in the customer base of 6.2% compared to 1H23, partially offset by the appreciation
of data service subscriptions that are denominated in dollars.
The
ARPU of fixed telephony (excluding IP costumers) services amounted to
$7,215.4 as of June 30, 2024 compared to an ARPU of $7,369.7 as of June 30, 2023. The decreased is mainly explained since annual
inflation as of June 30, 2024 amounted to 271.5%, the Company (similarly to its competitors in the ICT industry) was unable to increase
its prices during 1H24 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as
of June 30, 2024 included in ARPU amounts to $1,010.5 and $5,745.6 as of June 30, 2024 and 2023, respectively).
The
customer base of fixed telephony services amounted to 2.8 million in 1H24 of which 1.7 million were IP customers, decreasing a 6.2% compared
to 1H23. The customer base decreased mainly due to changes in consumption behavior of customers.
Other
services revenues
Other
services revenues generated by other services amounted to $17,741 million in 1H24, increasing $2,240 million or 14.5% compared to 1H23.
The effect generated by the restatement in current currency as of June 30 2024 included in other services revenues amounted to $2,290
million and $11,727 million in 1H24 and 1H23, respectively.
These
services include mainly revenues related to fintech services, revenues from billing remuneration and collection management on behalf
of third parties, administrative revenues and revenues from the sale of advertising space, among others.
The
increase in other services revenue in 1H24 was mainly due to the increase in fintech services in Argentina, principally due to the growth
in the use of the "Personal Pay" digital wallet and the increase in the number of users, which amounted to 2.9 million and
1.2 million in 1H24 and 1H23, respectively.
Equipment
Equipment
revenues amounted to $94,385 million in 1H24 (a decrease of $47,186 million or 33.3% compared to 1H23). This variation is mainly due
to a 31% decrease in handsets sold compared to 1H23.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Equipment revenues amounts to $11,893 million
and $108,790 million in 1H24 and 1H23, respectively.
| · | Operating
costs (without depreciation, amortization and impairment of Fixed Assets) |
| |
| 1H24 | |
| 1H23 | |
| Variation |
| |
| $ million | |
| $ million |
|
|
% |
Employee benefit expenses and
severance payments | |
| (394,444) | |
| (461,767) | |
| 67,323 | | |
| (14.6) |
Interconnection and transmission
costs | |
| (53,353) | |
| (56,417) | |
| 3,064 | | |
| (5.4) |
Fees for services, maintenance,
materials and supplies | |
| (228,973) | |
| (238,916) | |
| 9,943 | | |
| (4.2) |
Taxes and fees with the Regulatory
Authority | |
| (129,323) | |
| (148,333) | |
| 19,010 | | |
| (12.8) |
Commissions and advertising | |
| (86,665) | |
| (117,032) | |
| 30,367 | | |
| (25.9) |
Cost of equipment and handsets | |
| (73,847) | |
| (104,255) | |
| 30,408 | | |
| (29.2) |
Programming and content costs | |
| (93,387) | |
| (109,040) | |
| 15,653 | | |
| (14.4) |
Bad debt expenses | |
| (35,283) | |
| (47,909) | |
| 12,626 | | |
| (26.4) |
Other operating
expenses | |
| (76,612) | |
| (92,808) | |
| 16,196 | | |
| (17.5) |
Total
operating costs | |
| (1,171,887) | |
| (1,376,477) | |
| 204,590 | | |
| (14.9) |
Total
operating costs without depreciation, amortization and impairment of Fixed Assets totaled $1,171,887 million in 1H24, which represents
a decrease of $204,590 million or 14.9% compared to 1H23.
The
effect generated by the restatement in current currency as of June 30, 2024 included in operating costs without depreciation, amortization
and impairment of Fixed Assets amounted to $198,410 million and $1,066,471 million in 1H24 and 1H23, respectively.
Employee
benefit expenses and severance payments
Employee
benefit expenses and severance payments amounted to $394,444 million in
1H24, decreasing $67,323 million or 14.6% compared to 1H23. The decrease was mainly due to a reduction of 3.7% in headcount from 21,607
employees in 1H23 to 20,809 employees in 1H24, partially offset by increases in salaries agreed to by the Company with several trade
unions for unionized employees, and also for non-unionized employees, together with related social security charges and higher severance
payments.
The
effect generated by the restatement in current currency as of June 30, 2024 included in employee benefit expenses and severance
payments amounted to $55,314 million and $356,856 million in 1H24 and 1H23, respectively.
Interconnection
and transmission costs
Interconnection
and transmission costs (including charges for termination from third parties’ mobile networks, roaming and cost of international
outbound calls and lease of circuits) amounted to $53,353 million in 1H24,
decreasing $3,064 million or 5.4% compared to 1H23. The decrease was mainly due to the new dynamics of the business that imply an optimization
of links and sites, partially offset by increases in the exchange rate in relation to services set in dollars.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Interconnection and transmission costs amounted
to $8,415 million and $43,607 million in 1H24 and 1H23, respectively.
Fees
for services, maintenance, materials and supplies
Fees
for services, maintenance, materials and supplies amounted to $228,973
million in 1H24, decreasing $9,943 million or 4.2% compared to 1H23. The decrease is mainly explained by the efficiency and management
of resources through which Fees for services decreased $15,935 million compared to $117,741 million in 1H23, partially offset by higher
cost of maintenance, materials and supplies, many of which are dollarized, for $5,723 million as compared to 1H23.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Fees for services, maintenance, materials
and supplies amounted to $48,019 million and $185,492 million in 1H24 and 1H23, respectively.
Taxes
and fees with the Regulatory Authority
Taxes
and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, amounted
to $129,323 million in 1H24, decreasing $19,010 million or 12.8% compared to 1H23. The decrease was mainly due to the effect of the decrease
in revenues in 1H24. Taxes and fees with the Regulatory Authority represent 7.8% of revenues in 1H24 and 1H23, respectively.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Taxes and fees with the Regulatory Authority
amounted to $17,694 million and $114,627 million in 1H24 and 1H23, respectively.
Commissions
and advertising
Commissions
and advertising, amounted to $86,665 million in 1H24, decreasing $30,367
million or 25.9% compared to 1H23. The decrease is mainly due to lower charges for agent commissions, collection commissions and credit
card finance charges compared to 1H23, partially offset by an increase in advertising costs.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Commissions and advertising amounted to
$11,786 million and $90,189 million in 1H24 and 1H23, respectively.
Cost
of equipment
Cost
of equipment, amounted to $73,847 million in 1H24, decreasing $30,408
million or 29.2% compared to 1H23. This decrease is mainly due to a 31% decrease in handsets sold compared to 1H23.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Cost of equipment amounted to $26,214 million
and $82,327 million in 1H24 and 1H23, respectively.
Programming
and content costs
Programming
and content costs amounted to $93,387 million in 1H24, decreasing $15,653
million or 14.4% compared to 1H23. The decrease was mainly due to commercial efficiency, partially offset by price increases in almost
all cable television signals.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Programming and content costs amounted to
$15,330 million and $84,284 million in 1H24 and 1H23, respectively.
Bad
debt expenses
Bad
debt expenses amounted to $35,283 million in 1H24, decreasing $12,626
million or 26.4% compared to 1H23, representing 2.1% and 2.5% of the revenues in 1H24 and 1H23, respectively. The decrease is mainly
due to continuing credit recovery actions.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Bad debt expenses amounted to $5,586 million
and $37,415 million in 1H24 and 1H23, respectively.
Other
operating expenses
Other
operating expenses (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet
capacity, among others) amounted to $76,612 million in 1H24, decreasing
$16,197 million or 17.5% compared to 1H23. The decrease is mainly due to lower charges in legal claims and contingent liabilities and
Postage, freight and travel expenses, partially offset by higher rental charges and energy costs.
The
effect generated by the restatement in current currency as of June 30, 2024 included in Other operating expenses amounted to $10,052
million and $71,674 million in 1H24 and 1H23, respectively.
Depreciation,
amortization and impairment of Fixed Assets
Depreciation,
amortization and impairment of Fixed Assets amounted to $557,189 million
in 1H24, a decrease of $77,744 million or 12.2 % compared to 1H23.
The
variation is due to the effect of those assets that ended their useful life after June 30, 2023, partially offset by the impact
of the amortization of the CAPEX subsequent to that same date.
The
effect generated by the restatement in current currency as of June 30, 2024 included in depreciation, amortization and impairment
of Fixed Assets amounts to $463,299 million and $594,553 million in 1H24 and 1H23, respectively.
Operating
loss amounted to $62,097 million and $89,661 million in 1H24 and 1H23, respectively, representing a decrease of $27,564 million as compared
to 1H23. Operating loss represented (3.7)% and (4.7)% of revenues in 1H24 and 1H23, respectively.
| |
| 1H24 | |
| 1H23 | |
| Variation |
| |
| $ million | |
| $
million | |
| % |
Interests on borrowings | |
| (53,122) | |
| (59,166) | |
| 6,044 | |
| (10.2) |
Remeasurement in borrowings | |
| (74,013) | |
| 9,340 | |
| (83,353) | |
| n/a |
Foreign currency exchange gains
on borrowings | |
| 1,249,112 | |
| 67,581 | |
| 1,181,531 | |
| n/a |
Borrowings
renegotiation results | |
| - | |
| (1,434) | |
| 1,434 | |
| n/a |
Total
financial results from borrowings | |
| 1,121,977 | |
| 16,321 | |
| 1,105,656 | |
| n/a |
Other foreign currency exchange
gains (losses) | |
| 151,451 | |
| (4,823) | |
| 156,274 | |
| n/a |
Fair value gains/(losses) on financial
assets at fair value through profit or loss | |
| (15,077) | |
| (29,741) | |
| 14,664 | |
| (49.3) |
Other interests, net | |
| 8,221 | |
| 9,307 | |
| (1,086) | |
| (11.7) |
RECPAM | |
| 77,467 | |
| 136,266 | |
| (58,799) | |
| (43.2) |
Other | |
| (58,239) | |
| (27,913) | |
| (30,326) | |
| 108.6 |
Total
other financial results, net | |
| 163,823 | |
| 83,096 | |
| 80,727 | |
| 97.1 |
Total
financial results, net | |
| 1,285,800 | |
| 99,417 | |
| 1,186,383 | |
| n/a |
Telecom
incurred in a financial gain, net of $1,285,800 million in 1H24 (compared
to a gain of $99,417 million in 1H23). Financial Results, net in 1H24 mainly included (i) foreign exchange gains measured in real
terms of $1,400,563 million as a result of the U.S. dollar appreciating 12.8% against the Argentine Peso compared to a 79.8% inflation
(compared to a gain of $62,758 million in 1H23 and 44.9% devaluation of the Argentine Peso against the U.S. dollar compared to a 50.7%
inflation in 1H23) and (ii) the Inflation Adjustment Gain (Loss) (Resultado por exposición a los cambios en el poder adquisitivo
de la moneda, or RECPAM), which amounted to a gain of $77,467 million (compared to a gain of $136,266 million in 1H23). These effects
were partially offset by (i) interest on borrowings, measured in real terms, of $53,122 million (compared to $59,166 million in
1H23). (ii) losses from remeasurement in borrowings of $74,013 million (compared to a gain of $9,340 million in 1H23), (iii) fair
value losses on financial assets at fair value through profit or loss of $15,077 million (compared to a loss of $29,741 million in 1H23),
and (iv) other financial results of $50,018 million (compared to $20,040 million in 1H23).
| · | Income
tax benefit (expense) |
Telecom’s
income tax includes the following effects: (i) the current tax payable pursuant to tax legislation applicable to Telecom, and (ii) the
effect of applying the deferred tax method on temporary differences arising out of the Company’s asset and liability valuation
according to tax versus financial accounting criteria, including the income tax inflation effect.
Income
tax expense amounted to $361,508 million in 1H24 compared to a benefit of $139,666 million in 1H23. It includes the following effects:
(i) current tax expenses, Telecom’s generated $5,538 million tax expense in 1H24 (compared to an expense of $1,575 million
in 1H23), (ii) regarding the deferred tax in 1H24, Telecom recorded a deferred tax expense of $355,970 million compared to a gain
of $141,241 million in 1H23.
Telecom
recorded net income of $859,223 million in 1H24 as compared to net income of $146,409 million in 1H23 and represented a 51.5% of revenues
as compared to 7.6% in 1H23. The increase in
1H24 compared to 1H23 was mainly due to an increase in income before income tax of $1,213,988 million, which was partially offset by
a decrease in income tax benefit (expense) of $501,174 million.
Net
income attributable to controlling shareholders amounted to $851,682 million in 1H24 compared to a gain of $140,561 million in 1H23.
An
important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS
Accounting Standard 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, Earnings
(losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. We believe Adjusted EBITDA
facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital
structures, taxation and the useful lives and book depreciation and amortization of property, plant and equipment (PP&E) and intangible
assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure
defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating
performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their
evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted
EBITDA may not be comparable to Adjusted EBITDA as used by other companies.
The
following table shows the reconciliation of Net income to Adjusted EBITDA:
| |
| 1H24 |
1H23 |
|
Variation |
| |
| $ million |
| $ million |
| % |
Net income | |
| 859,223 |
| 146,409 |
| 712,814 |
| n/a |
Income tax (benefit) expense | |
| 361,508 |
| (139,666) |
| 501,174 |
| n/a |
Other financial results, net | |
| (163,823) |
| (83,096) |
| (80,727) |
| 97.1 |
Financial results from borrowings | |
| (1,121,977) |
| (16,321) |
| (1,105,656) |
| n/a |
Losses from associates and joint ventures | |
| 2,972 |
| 3,013 |
| (41) |
| (1.4) |
Operating loss | |
| (62,097) |
| (89,661) |
| 27,564 |
| (30.7) |
Depreciation, amortization and impairment of Fixed Assets | |
| 557,189 |
| 634,933 |
| (77,744) |
| (12.2) |
Adjusted EBITDA | |
| 495,092 |
| 545,272 |
| (50,180) |
| (9.2) |
Our
consolidated Adjusted EBITDA amounted to $495,092 million in 1H24, representing a decrease of $50,180 million or 9.2% as compared to
1H23. Adjusted EBITDA represented 29.7% of our total consolidated revenues in both 1H24 and 1H23, respectively.
Liquidity
and Capital Resources
| · | Sources
and Uses of Funds |
We
expect the main sources of Telecom Argentina’s liquidity in the short term to be cash flows from Telecom Argentina’s operations
and cash flows from financing from third parties, which may include accessing to domestic and international capital markets and obtaining
financing from financial institutions. Telecom Argentina’s principal uses of cash flows are expected to be capital expenditures,
operating expenses, dividend payments to its shareholders, payments of borrowings and for general corporate purposes. Telecom Argentina
expects working capital, funds generated from operations, dividend payments from its subsidiaries and financing from third parties to
be sufficient. Telecom Argentina has accessed and expects that it will be able to access the domestic and international capital markets
during 2024 to refinance its outstanding debt, if necessary.
| · | Borrowings
Developments during 1H24 |
The
most relevant borrowings developments for the six-months period ended June 30, 2024 were the following:
Series |
Currency |
Amount
involved
(in
millions) |
Issuance
date |
Maturity
date |
Amortization |
Interest
rate |
Interest
payment
date |
20 |
US$
linked |
59.7
|
06/2024 |
06/2026 |
In
one installment at maturity date |
Annual
fixed rate of 5.00% |
Quarterly
basis |
US$
linked |
21.6
|
06/2024 |
06/2026 |
In
one installment at maturity date |
Annual
fixed rate of 5.00% |
Quarterly
basis |
For
more information, see Note 11 of our unaudited condensed consolidated financial statements.
For
more information, related to subsequent events to June 30, 2024 see Note 26 to the unaudited condensed consolidated financial statements.
Cash Flow
The
table below summarizes, for the six-months period ended June 30, 2024 and June 30, 2023, Telecom’s consolidated cash
flows.
|
|
1H24
|
|
1H23
|
|
Variation |
|
|
|
$
million |
|
Cash
flows provided by operating activities |
|
328,659 |
|
498,359 |
|
(169,700) |
|
Cash
flows used in investing activities |
|
(234,812) |
|
(441,214) |
|
206,402 |
|
Cash
flows used in financing activities |
|
(158,191) |
|
(48,247) |
|
(109,944) |
|
Net
foreign exchange differences and RECPAM on cash and cash equivalents |
|
(57,878) |
|
(6,855) |
|
(51,023) |
|
Decrease
in cash and cash equivalents |
|
(122,222) |
|
2,043 |
|
(124,265) |
|
Cash
and cash equivalents at the beginning of the year |
|
287,230 |
|
224,222 |
|
63,008 |
|
Cash
and cash equivalents at the end of the period |
|
165,008 |
|
226,265 |
|
(61,257) |
|
As
of June 30, 2024 and June 30, 2023, we had $165,008 million and $226,265 million in cash and cash equivalents, respectively.
Cash
flows provided by operating activities were $328,659 million and $498,359
million in 1H24 and 1H23, respectively.
Net
cash provided by operating activities decreased $169,700 million, or (34.1)% in 1H24 compared to 1H23, primarily due to a $73,733 million
increase in net loss adjusted for non-cash income and expense which was partially offset by (i) a $96,344 million decrease in net
cash outflows in connection with changes in our assets and liabilities and (ii) a $377 million decrease in cash outflows used to
pay income tax.
The
decrease was primarily due to an increase in trade payable payments, mostly due to settlements of outstanding foreign currency payables
(which was settled using government bonds also), an increase in payments of other liabilities and a decrease in cash flows related to
trade receivables, partially offset by an increase in cash flows related to other receivables.
Cash
flows used in investing activities were $234,812 million and $441,214
million in 1H24 and 1H23, respectively.
In
1H24, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of $189,135 million
and payment for investments not considered as cash and cash equivalents of $190,904 million partially offset by proceeds from sale of
investments not considered as cash and cash equivalents of $146,723 million.
In
1H23, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of $201,143 million,
and payment for investments not considered as cash and cash equivalents of $244,656 million partially offset by proceeds from sale of
investments not considered as cash and cash equivalents of $7,070 million.
Cash
flows used in financing activities were $158,191 million and $48,247
million in 1H24 and 1H23, respectively.
In
1H24, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities
for $414,403 million and dividends paid to non-controlling interests in subsidiaries for $7,928 million offset by proceeds from borrowings
for $264,140 million.
In
1H23, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities
for $334,533 million offset by proceeds from borrowings for $286,286 million.
The
liquidity position of Telecom is and will be significantly dependent on its operating performance, its indebtedness, capital expenditure
programs and dividends from its subsidiaries, if any.
Telecom’s
working capital breakdown and its main variations are disclosed below:
|
|
As
of June
30, 2024 |
|
As
of
December 31,
2023 |
|
Variation |
|
|
|
$ million |
|
Trade
receivables |
|
252,285 |
|
238,860 |
|
13,425 |
|
Other
receivables |
|
52,831 |
|
58,408 |
|
(5,577) |
|
Inventories |
|
42,190 |
|
56,681 |
|
(14,491) |
|
Current
liabilities (not considering borrowings) |
|
(702,564) |
|
(976,597) |
|
274,033 |
|
Operating
working capital - negative |
|
(355,258) |
|
(622,648) |
|
267,390 |
|
As
% of Revenues |
|
21.3% |
|
32.4% |
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents |
|
165,008 |
|
287,230 |
|
(122,222) |
|
DFI |
|
2,712 |
|
2,785 |
|
(73) |
|
Investments |
|
223,141 |
|
222,862 |
|
279 |
|
Current
borrowings |
|
(820,770) |
|
(1,012,979) |
|
192,209 |
|
Net
Current financial liability |
|
(429,909) |
|
(500,102) |
|
70,193 |
|
Assets
classified as held for sale |
|
1,781 |
|
- |
|
1,781 |
|
Negative
working capital (current assets — current liabilities) |
|
(783,386) |
|
(1,122,750) |
|
339,364 |
|
Liquidity
rate (current assets / current liabilities) |
|
0.49 |
|
0.44 |
|
0.05 |
|
Telecom
has a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its
suppliers (especially PP&E and Intangible asset) for longer terms than those it provides to its customers. As a result, Telecom has
a negative working capital, which amounted to $783,386 million as of June 30, 2024 (decreasing $339,364 million compared to December 31,
2023).
Telecom
had consolidated cash and cash equivalents amounting to $165,008 million and $287,230 million as of June 30, 2024 and December 31,
2023, respectively.
Compliance
with covenants
The
Company has complied with: a) the EBITDA/ Net Interest ratio and b) the
Net Debt/EBITDA ratio established in the waivers obtained in March 2024, and is also in compliance with the rest of the commitments
assumed and in force on June 30, 2024.
For
more information on our financial ratio waivers, see Note 11 of our unaudited
condensed consolidated financial statements.
Capital
Expenditures
CAPEX
and Rights of use assets additions composition 1H24 and 1H23 is as follows:
|
1H24 |
1H23 |
|
Variation
|
|
$
million |
|
$
million |
% |
PP&E |
207,726 |
218,411 |
|
(10,685) |
(4.9) |
Intangibles
assets |
16,866 |
10,184 |
|
6,682 |
65.6 |
Total
CAPEX |
224,592 |
228,595 |
|
(4,003) |
(1.8) |
Rights
of use assets |
91,354 |
76,223 |
|
15,131 |
19.9 |
Total
CAPEX and Right of use asset additions |
315,946 |
304,818 |
|
11,128 |
3.7 |
Our
main CAPEX projects are related to the expansion of cable television and Internet services in order to improve the transmission and speed
offered to customers; the deployment of 4G and the expansion of 5G services to support the growth of mobile Internet services, improvement
of the quality service.
In
terms of infrastructure, during 2024 we have continued to improve the services we provide by deploying the 4G / LTE network, together
with the technological reconversion of our 2G / 3G networks to 4G and LTE, and the deployment of fiber optics to connect homes with Broadband,
which also had an impact on fixed and data network. The deployment of 4G/LTE reached a coverage of 97% of urban population. Additionally,
we reached a coverage of 98% of the population of major cities of Argentina. Our customers with access to our 4G network, according to
the latest benchmark of June 30, 2024 carried out by Ookla, perceived a better service experience reaching average speeds of 39.9
Mbps, compared to 33.1 Mbps as of June 30, 2023. In addition, approximately 72% of the calls are made by Volte, a technology that
allows making and receiving voice calls over the 4G Network with substantial improvements in audio and video quality. During 2024 we
have continued with the expansion of our 5G network and are planning to reach 200 sites in 2024.
Additionally,
we continued to deploy the mobile sites connectivity in order to achieve better quality and capacity, replacing radio links with high
capacity fiber optics connections. Finally, the plan to connect remote and low-density areas through satellite backhaul continued.
| 3. | Telecom
Group’s activities for the three-month periods ended June 30, 2024 (“2Q24”)
and 2023 (“2Q23”) |
|
2Q24 |
2Q23 |
Variation |
|
$
million |
$
million |
% |
Revenues
|
856,084 |
933,838 |
(77,754) |
(8.3) |
Operating
costs without depreciation, amortization and impairment of fixed assets |
(606,583) |
(687,701) |
81,118 |
(11.8) |
Depreciation,
amortization and impairment of fixed assets |
(280,596) |
(321,588) |
40,992 |
(12.7) |
Operating
loss |
(31,095) |
(75,451) |
44,356 |
(58.8) |
Losses
from associates and joint ventures |
(1,361) |
(4,967) |
3,606 |
n/a |
Financial
results, net |
202,857 |
10,315 |
192,542 |
n/a |
Income
(loss) before income tax |
170,401 |
(70,103) |
240,504 |
n/a |
Income
tax benefit (expense) |
(111,539) |
85,523 |
(197,062) |
n/a |
Net
income |
58,862 |
15,420 |
43,442 |
n/a |
|
|
|
|
|
Attributable
to: |
|
|
|
|
Controlling
Company |
54,608 |
12,902 |
41,706 |
n/a |
Non-controlling
interest |
4,254 |
2,518 |
1,736 |
68.9 |
|
58,862 |
15,420 |
43,442 |
n/a |
|
|
|
|
|
Basic
and diluted income per share attributable to the Controlling Company (in Argentine pesos) |
25.36 |
5.99 |
|
|
Adjusted
EBITDA |
249,501 |
246,137 |
3,364 |
1.4 |
Revenues
in 2Q24 amounted to $856,084 million and operating costs (without depreciation, amortization and impairment of fixed assets) amounted
to $606,583 million, therefore, adjusted EBITDA amounted to $249,501 million (equivalent to 29.1% of consolidated revenue in 2Q24 vs.
26.4% in 2Q23). Depreciation, amortization and impairment of fixed assets amounted to $280,596 million (equivalent to 32.8% of consolidated
revenues) and operating loss amounted to $31,095 million (equivalent to 3.6% of consolidated revenue in 2Q24 vs. 8.1% in 2Q23).
Services
revenues amounted to $799,692 million in 2Q24 -equivalent to 93.4% of consolidated revenues-, and equipment revenues amounted to $56,392
million in 2Q24 –equivalent to 6.6% of consolidated revenues.
Mobile
services revenues amounted to $342,406 million in 2Q24 –equivalent to 42.8% of consolidated services revenues– which were
mainly generated by customers in Argentina.
Internet
services revenues amounted to $218,247 million in 2Q24 –equivalent to 27.3% of consolidated services revenues.
Cable
television services revenues amounted to $122,803 million in 2Q24 –equivalent to 15.4% of consolidated service revenues–
and they are mainly composed of services revenues provided in Argentina and Uruguay. Finally, Fixed and data services revenues amounted
to $107,787 million in 2Q24 –equivalent to 13.5% of consolidated service revenues.
Operating
costs without depreciation, amortization and impairment of fixed assets amounted to $606,583 million in 2Q24, being the main components,
employee benefit expenses and severance payments (amounted to $207,318 million); fees for services, maintenance, materials and supplies
(amounted to $110,363 million); taxes and fees with the Regulatory Authority (amounted to $66,838 million); Programming and content costs
(amounted to $48,977 million) and commissions and advertising (amounted to $44,565 million).
Financial
results, net amounted to a gain of $202,857 million in 2Q24, mainly due to net foreign exchange gains, measured in real terms, amounting
to $272,548 million, the net gain on restatement in current currency amounting to $14.983 million and fair value losses on financial
assets at fair value through profit or loss of $13,103 million, partially offset by, interests on borrowings amounting to $21,858 million,
losses from remeasurement in borrowings amounting to $39,023 million, other taxes and bank expenses amounting to $30,665 million and
other financial results amounting to $6,231 million.
Income
tax gain amounted to $111,539 million in 2Q24. Therefore, Telecom Argentina obtained a net income amounting to $58,862 million in 2Q24,
which represents 6.9% of consolidated revenues.
Net
income attributable to the controlling shareholders amounted to $54,608 million in 2Q24.
Our
consolidated Adjusted EBITDA amounted to $249,501 million in 2Q24. Adjusted EBITDA represented 28.9% of our total consolidated revenues.
The
following table shows the reconciliation of Net income to Adjusted EBITDA:
|
|
2Q24 |
|
2Q23 |
|
|
|
$ million |
|
Net
income |
|
58,862 |
|
15,420 |
|
Income
tax (benefit) expense |
|
111,539 |
|
(85,523) |
|
Other
financial results, net |
|
(26,855) |
|
(34,997) |
|
Financial
results from borrowings |
|
(176,002) |
|
24,682 |
|
Losses
from associates and joint ventures |
|
1,361 |
|
4,967 |
|
Operating
loss |
|
(31,095) |
|
(75,451) |
|
Depreciation,
amortization and impairment of Fixed Assets |
|
280,596 |
|
321,588 |
|
Adjusted
EBITDA |
|
249,501 |
|
246,137 |
|
| 4. | Summary
of comparative consolidated statements of financial position (in million) |
|
June 30, |
|
2024 |
2023 |
2022 |
2021 |
2020 |
|
Current
assets |
739,948 |
682,597 |
574,359 |
1,072,993 |
1,512,144 |
|
Non-current
assets |
8,595,800 |
8,723,755 |
10,659,625 |
11,265,371 |
11,578,820 |
|
Total
assets |
9,335,748 |
9,406,352 |
11,233,984 |
12,338,364 |
13,090,964 |
|
Current
liabilities |
1,523,334 |
1,675,941 |
1,734,631 |
1,651,446 |
2,531,481 |
|
Non-current
liabilities |
3,084,151 |
3,226,553 |
3,529,933 |
4,345,389 |
3,604,317 |
|
Total
liabilities |
4,607,485 |
4,902,494 |
5,264,564 |
5,996,835 |
6,135,798 |
|
Equity
attributable to the Controlling Company |
4,635,492 |
4,407,479 |
5,882,701 |
6,247,424 |
6,853,943 |
|
Equity
attributable non-controlling interest |
92,771 |
96,379 |
86,719 |
94,105 |
101,223 |
|
Total
Equity |
4,728,263 |
4,503,858 |
5,969,420 |
6,341,529 |
6,955,166 |
|
Total
liabilities and equity |
9,335,748 |
9,406,352 |
11,233,984 |
12,338,364 |
13,090,964 |
|
| 5. | Summary
of comparative consolidated income statements (in million) |
|
1H24 |
1H23 |
1H22 |
1H21 |
1H20 |
|
Revenues
|
1,666,979 |
1,921,749 |
2,119,116 |
2,364,374 |
2,587,403 |
|
Operating
costs |
(1,729,076) |
(2,011,410) |
(2,187,478) |
(2,294,713) |
(2,301,548) |
|
Operating
income (loss) |
(62,097) |
(89,661) |
(68,362) |
69,661 |
285,855 |
|
Earnings
(losses) from associates and joint ventures |
(2,972) |
(3,013) |
1,152 |
1,512 |
4,254 |
|
Financial
results, net |
1,285,800 |
99,417 |
309,897 |
244,169 |
(186,515) |
|
Income
before income tax |
1,220,731 |
6,743 |
242,687 |
315,342 |
103,594 |
|
Income
tax benefit (expense) |
(361,508) |
139,666 |
12,647 |
(337,308) |
(64,925) |
|
Net
income (loss) |
859,223 |
146,409 |
255,334 |
(21,966) |
38,669 |
|
Other
comprehensive loss, net of tax |
(161,428) |
(3,657) |
(21,798) |
(28,273) |
(20,977) |
|
Total
comprehensive income (loss) |
697,795 |
142,752 |
233,536 |
(50,239) |
17,692 |
|
Attributable
to Controlling Company |
738,239 |
137,124 |
233,165 |
(48,121) |
17,228 |
|
Attributable
to non-controlling interest |
(40,444) |
5,628 |
371 |
(2,118) |
464 |
|
| 6. | Summary
of comparative consolidated statements of cash flow (in million) |
|
1H24 |
1H23 |
1H22 |
1H21 |
1H20 |
Net
cash flows provided by operating activities |
328,659 |
498,359 |
606,808 |
739,976 |
932,629 |
Net
cash flows used in investing activities |
(234,812) |
(441,214) |
(586,657) |
(774,491) |
(464,995) |
Net
cash flows used in financing activities |
(158,191) |
(48,247) |
(48,447) |
(40,905) |
(92,214) |
Net
foreign exchange differences and RECPAM on cash and cash equivalents |
(57,878) |
(6,855) |
(15,820) |
(13,962) |
21,170 |
Total
cash and cash equivalents (used) provided during the period |
(122,222) |
2,043 |
(44,116) |
(89,382) |
396,590 |
| 7. | Statistical
data (in physical units in index-term) |
|
06.30.24 |
06.30.23 |
06.30.22 |
06.30.21 |
06.30.20 |
Mobile
telephony services lines |
23.6 |
22.9 |
22.3 |
21.4 |
21.0 |
Internet
Access (ii) |
4.4 |
4.3 |
4.5 |
4.4 |
4.2 |
Cable
TV Subscribers |
3.3 |
3.4 |
3.5 |
3.5 |
3.5 |
Fixed
telephony services lines |
2.8 |
2.9 |
3.1 |
3.2 |
3.2 |
|
06.30.24 |
06.30.23 |
06.30.22 |
06.30.21 |
06.30.20 |
Liquidity
(1) |
0.49 |
0.41 |
0.33 |
0.65 |
0.60 |
Solvency
(2) |
1.03 |
0.92 |
1.13 |
1.06 |
1.13 |
Locked-up
capital (3) |
0.92 |
0.93 |
0.95 |
0.91 |
0.88 |
| 1) | Current
assets/Current liabilities. |
| 2) | Total
equity/Total liabilities. |
| 3) | Non-current
assets/Total assets. |
As
part of the ICT industry, Telecom is a driving force in Argentina's digital economy. It plays a significant role in developing essential
digital solutions for Economy 4.0 and has a considerable impact on the lives of individuals and communities.
“Industry 4.0” refers to technological advancement focused on producing solutions
focused on interconnectivity, automation, real-time data based on artificial intelligence, data analytics and IoT, through the adoption
of 4.0 technologies.
We
offer valuable connections, enhance digital life, encourage talent development, and create innovative products and services that make
us Argentina's leading technology company.
We
have navigated the first part of 2024 alongside the emergence of a new national government, in a socio-economic context that remains
complex, where the main macro and microeconomic variables present significant challenges to the Company's sustainability. We trust that
there will be an intensified trend toward inflation deceleration and exchange rate stability, as well as the regularization of conditions
for the acquisition of technological equipment.
We
believe that there will be a trend towards inflation deceleration and stability in the exchange rate, as well as regularization in the
conditions for the purchase of technological equipment.
Telecom
remains committed to its customers by offering the best comprehensive ecosystem of digital, connectivity, and entertainment services,
essential pillars for the digital life of individuals and organizations. To ensure business viability, the Company remains focused on
achieving an optimal balance between its revenues and costs through an operational efficiency plan and a balance between pricing policies,
maintaining commercial promotions, and adapting to the highly competitive market.
This
commitment is also reflected in the continuation of the investment plan that Telecom has maintained over the past few years for the transformation
of its systems and infrastructure, which are central pillars of its digital transformation, as well as for the development of new services
and solutions, crucial for the evolution of our customers.
We
connect the country with the best technology available worldwide. We continue to expand the fiber optic network to bring high-speed connections
to every corner of the country, enhancing services both inside and outside the home. We also focus our efforts on growing digital platforms
such as Flow and Personal Pay, Telecom's digital wallet, which continue to expand their customer base.
Personal
5G, the first 5G network in the country, continues to grow with new mobile sites in the main cities of Argentina. The deployment of this
technology targets areas with the highest concentration of compatible devices, with planning aligned to the evolution of demand, taking
into account the intensive and dollarized investments required by this new technology. The objective is to expand business opportunities
and create value for industries, cities, entrepreneurs, and individuals. The 5G standard not only represents a technological evolution
but will also be a great enabler of innovation and technological development worldwide, a pillar of industrial transformation, and a
factor of economic competitiveness as the value chain of this ecosystem develops and new businesses are generated.
From
a regulatory perspective, on April 10, 2024, through Decree No. 302/24, the National Government repealed Decree No. 690/20,
enacted in August 2020, which had declared ICT Services as essential public services and limited, among other things, free competition
and the freedom to set prices. The repeal of the Decree reduces the uncertainty that the ICT Services industry has been experiencing
in recent years. This first measure of the National Government towards the ICT industry generates positive expectations regarding the
demands that the sector has been making, and keeps us attentive to the regulatory developments of this new stage in Argentina.
The
Company's digital transformation is key to evolving the business model we are developing based on the opportunities offered by the platformization
of services and regional positioning, initially focusing on Paraguay, Uruguay, and Chile.
Deepening
this strategic objective, Telecom leads the GSMA Open Gateway initiative in Argentina, which drives innovation and digital development
in the country by generating new businesses through the standardization and monetization of network assets. Just one year after joining
this initiative, we have launched two anti-fraud service applications, we are developing more, and we have partnered with the company
Intraway to continue driving this new business paradigm along with mobile operators in Latin America.
In
line with our purpose, we will continue to promote the growth of the digital economy, the expansion of talent and supporting the evolution
of variables such as energy efficiency and the circular economy, which today are pillars of Telecom's sustainable management. We continue
to build the future and be the leading choice of our customers.
|
Carlos
Moltini |
|
Chairman
of the Board of
Directors |
UNAUDITED
SELECTED FINANCIAL DATA
(In
millions of Argentine pesos in current currency - except per share data in Argentine pesos in current currency)
Financial
Statements – Application of Accounting Standards
We
prepared our audited consolidated financial statements as of December 31, 2023 and 2022 and for our fiscal years ended December 31,
2023, 2022 and 2021 (our “Annual Financial Statements”) in Pesos in current currency as of December 31, 2023 and in
accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board (IFRS). Our Annual Financial Statements
are included in Item 18 of our 2023 20-F.
We
prepared our unaudited condensed consolidated financial statements as of June 30, 2024 and for the six-month periods ended June 30,
2024 and 2023 (our “Q2 2024 Unaudited Financial Statements”) in Pesos in current currency as of June 30, 2024 and in
accordance with IAS 34 “Interim Financial Reporting”. Our Q2 2024 Unaudited Financial Statements do not include all the information
and disclosures required in our Annual Financial Statements and should be read in conjunction with them. Our results for the six-months
period ended June 30, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024,
or any future period. Our Q2 2024 Unaudited Financial Statements are included elsewhere herein.
We
refer to our Annual Financial Statements and our Q2 2024 Unaudited Financial Statements together as our “Financial Statements”.
Financial
Statements – Application of IAS 29 “Financial Reporting in Hyperinflationary Economies” (“IAS 29”)
IAS
29 requires for financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, whether they
are based on a historical cost approach or a current cost approach, to be stated in terms of the measuring unit current at the end of
the reporting year/ period. This requirement also includes the comparative information of the financial statements. In general terms,
by applying to non-monetary items the change in a general price index from the date of acquisition or the date of revaluation, as appropriate,
to the end of the reporting period.
In
order to determine whether an economy is categorized as a high inflation economy under IAS 29, the standard details several factors to
be assessed, including the existence of a cumulative inflation rate over six years approaching, or exceeding, 100%.
The
table below shows the evolution of the indexes as of June 30, 2024 and December 31, 2023, 2022 and 2021, respectively.
|
As
of
December
31, 2021 |
As
of December
31, 2022 |
As
of
December
31, 2023 |
As
of
June 30,
2024 |
National
Consumer Price Index (National CPI) (December 2016=100) |
582.46 |
1,134.59 |
3,533.19 |
6,351.71 |
Variation
in Prices |
|
|
|
|
Annual
|
50.9% |
94.8% |
211.4% |
271.5% |
Accumulated
six months |
n/a |
n/a |
n/a |
79.8% |
Our
Annual Financial Statements have been measured in terms of current pesos as of December 31, 2023 applying the guidance in IAS 29.
Our Q2 2024 Unaudited Financial Statements have been measured in terms of current pesos as of June 30, 2024 applying the guidance
in IAS 29.
We
have not recast our Annual Financial Statements to measure them in terms of current pesos as of June 30, 2024, the most recent financial
period for which consolidated financial statements are available. Therefore, the Annual Financial Statements and the Q2 2024 Unaudited
Financial Statements are not comparable.
We
have included herein supplemental selected financial data for the years ended December 31, 2023, 2022 and 2021 recast in Pesos in
current currency as of June 30, 2024, the most recent financial period for which financial statements are available. We believe
the presentation of this supplemental selected financial data helps to bridge a reader to better understand the impact the inflation
for the six-month period ended June 30, 2024 would have had on the Annual Financial Statements should they had been presented on
a comparative basis together with the Unaudited Interim Consolidated Financial Statements. The inflation rate in Argentina for the six-month
period ended June 30, 2024 was 79.77%.
The
following tables summarize selected statements of financial position as of December 31, 2022, income statement data and cash flow
data for the years ended December 31, 2023, 2022 and 2021 recast in Pesos in current currency as of June 30, 2024, the most
recent financial period for which financial statements are available. The statements of financial position as of December 31, 2023
recast in Pesos in current currency as of June 30, 2024 is included in the Q2 2024 Unaudited Financial Statements as the comparative
information to June 30, 2024.
Supplemental
selected consolidated statements of financial position data recast in millions of Pesos in current currency as of June 30, 2024
|
As
of December 31, 2022 |
|
$
million |
Current
assets |
632,492 |
Assets |
9,679,235 |
Current
liabilities |
1,614,039 |
Liabilities |
5,130,355 |
Equity |
4,548,880 |
Liabilities
and Equity |
9,679,235 |
Supplemental
selected consolidated income statement data recast in millions of Pesos - except
per share data in Pesos - in current currency as of June 30, 2024
|
|
For
the years ended December 31, |
|
|
2023 |
2022 |
2021 |
|
|
$
million |
Revenues |
|
3,701,701 |
4,082,149 |
4,640,011 |
Employee
benefit expenses and severance payments |
|
(924,862) |
(1,022,601) |
(1,001,332) |
Interconnection
and transmission costs |
|
(109,289) |
(125,710) |
(166,430) |
Fees
for services maintenance materials and supplies |
|
(465,103) |
(495,200) |
(539,045) |
Taxes
and fees with the Regulatory Authority |
|
(284,381) |
(313,452) |
(357,063) |
Commissions
and advertising |
|
(216,809) |
(247,252) |
(265,995) |
Cost
of equipment and handsets |
|
(199,688) |
(193,364) |
(228,583) |
Programming
and content costs |
|
(208,846) |
(256,070) |
(315,692) |
Bad
debt expenses |
|
(80,272) |
(102,683) |
(87,053) |
Other
operating expenses |
|
(170,856) |
(204,040) |
(230,990) |
Depreciation
amortization and impairment of Fixed Assets |
|
(1,266,429) |
(2,772,935) |
(1,478,221) |
Operating
loss |
|
(224,834) |
(1,651,158) |
(30,393) |
Earnings
(losses) from associates and joint ventures |
|
(3,394) |
4,584 |
4,311 |
Finance
costs |
|
(1,140,311) |
166,514 |
312,977 |
Other
financial results net |
|
311,575 |
180,454 |
184,826 |
Income
(loss) before income tax |
|
(1,056,964) |
(1,299,606) |
471,721 |
Income
tax benefit (expense) |
|
608,094 |
148,377 |
(363,330) |
Net
income (loss) for the year |
|
(448,870) |
(1,151,229) |
108,391 |
|
|
For
the years ended December 31, |
|
|
2023 |
2022 |
2021 |
|
|
$
million |
Attributable
to: |
|
|
|
|
Controlling
Company |
|
(463,328) |
(1,163,503) |
94,488 |
Non-controlling
interest |
|
14,458 |
12,274 |
13,903 |
|
|
(448,870) |
(1,151,229) |
108,391 |
|
|
|
|
|
Earnings
per share for income (loss) attributable to the Controlling Company-Basic and diluted |
|
(215.1) |
(540.2) |
43.9 |
|
|
|
|
|
Adjusted
EBITDA (*) |
|
1,041,595 |
1,121,777 |
1,447,828 |
(*)
Adjusted EBITDA is a non-GAAP measure, for further information on the use of adjusted EBITDA, see “Adjusted EBITDA” in our
“Operating and financial review and prospects as of June 30, 2024”.
Reconciliation
of net income (loss) to Adjusted EBITDA
|
|
For
the years ended December 31, |
|
|
2023 |
2022 |
2021 |
|
|
$ million |
Net
income (loss) for the year |
|
(448,870) |
(1,151,229) |
108,391 |
Income
tax benefit (expense) |
|
(608,094) |
(148,377) |
363,330 |
Other
financial results, net |
|
(311,575) |
(180,454) |
(184,826) |
Finance
costs |
|
1,140,311 |
(166,514) |
(312,977) |
Earnings
(losses) from associates and joint ventures |
|
3,394 |
(4,584) |
(4,311) |
Operating
loss |
|
(224,834) |
(1,651,158) |
(30,393) |
Depreciation,
amortization and impairment of Fixed Assets |
|
1,266,429 |
2,772,935 |
1,478,221 |
Adjusted
EBITDA |
|
1,041,595 |
1,121,777 |
1,447,828 |
Supplemental
selected consolidated statement of cash flow data recast in millions of Pesos in current currency as of June 30, 2024
|
|
For
the years ended December 31, |
|
|
|
2023 |
|
2022 |
|
2021 |
|
|
|
$ million |
|
Cash
flows provided by operating activities |
|
1,110,452 |
|
1,198,160 |
|
1,418,040 |
|
Cash
flows used in investing activities |
|
(1,067,323) |
|
(928,558) |
|
(1,255,364) |
|
Cash
flows used in financing activities |
|
(129,508) |
|
(256,395) |
|
(221,331) |
|
Net
foreign exchange differences and RECPAM on cash and cash equivalents |
|
149,388 |
|
(5,445) |
|
(29,844) |
|
Increase/
(Decrease) in cash and cash equivalents |
|
63,009 |
|
7,762 |
|
(88,499) |
|
Cash
and cash equivalents at the beginning of the year |
|
224,222 |
|
216,461 |
|
304,959 |
|
Cash
and cash equivalents at the end of the year |
|
287,231 |
|
224,223 |
|
216,460 |
|
The management’s
discussion and analysis on the results of operations and liquidity included in our 20-F for the year ended December 31, 2023 continue
to be applicable.
CORPORATE
INFORMATION
BYMA
|
Market
quotation ($/share) |
Volume
of shares |
Quarter |
High |
Low |
traded
(in millions) |
2Q23 |
687.45 |
390.73 |
7.0 |
3Q23 |
959.80 |
621.60 |
11.9 |
4Q23 |
1,752.45 |
773,30 |
10.6 |
1Q24 |
2,073.15 |
1,333.80 |
8.5 |
2Q24 |
2,191.65 |
1,489.1 |
10.9 |
NYSE*
|
Market
quotation (US$/ADR) |
Volume
of ADRs |
Quarter |
High |
Low |
traded
(in millions) |
2Q23 |
6.72 |
4.71 |
6.5 |
3Q23 |
6.43 |
4.79 |
8.0 |
4Q23 |
8.64 |
4.60 |
11.0 |
1Q24 |
7.97 |
6.53 |
8.7 |
2Q24 |
9.65 |
6.89 |
15.9 |
*
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: |
September 20, 2024 |
By: |
/s/
Luis Fernando Rial Ubago |
|
|
|
Name: |
Luis Fernando Rial Ubago |
|
|
|
Title: |
Responsible for Market Relations |
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