Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
1 Series A share, with no par value |
||||
* |
Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
☒ |
☐ No |
☐ Yes |
☒ |
☒ |
☐ No |
☒ |
☐ No |
Large Accelerated Filer |
☐ | ☒ |
||||||
Non-Accelerated Filer | ☐ | Emerging Growth Company |
U.S. GAAP ☐ |
|
Other | ||||||
by the International Accounting Standards Board | ☒ |
☐ Item 17 |
☐ Item 18 |
☐ Yes |
No |
Item 1. |
Identity of Directors, Senior Management and Advisers | 9 | ||||
Item 2. |
Offer Statistics and Expected Timetable | 9 | ||||
Item 3. |
Key Information | 9 | ||||
Item 4. |
Information on the Company | 52 | ||||
Item 5. |
Operating and Financial Review and Prospects | 116 | ||||
Item 6. |
Directors, Senior Management and Employees | 145 | ||||
Item 7. |
Major Shareholder and Related Party Transactions | 154 | ||||
Item 8. |
Financial Information | 156 | ||||
Item 9. |
The Offer and Listing | 157 | ||||
Item 10. |
Additional Information | 163 | ||||
Item 11. |
Quantitative and Qualitative Disclosures about Market Risk | 202 | ||||
Item 12. |
Description of Securities Other Than Equity Securities | 202 | ||||
Item 13. |
Defaults, Dividend Arrearages and Delinquencies | 204 | ||||
Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds | 204 | ||||
Item 15. |
Controls and Procedures | 204 | ||||
Item 16. |
Reserved | 205 | ||||
Item 17. |
Financial Statements | 209 | ||||
Item 18. |
Financial Statements | 209 | ||||
Item 19. |
Exhibits | 209 |
• | “m” or “meter” means one meter, which equals approximately 3.28084 feet; |
• | “km” means one kilometer, which equals approximately 0.621371 miles; |
• | “km 2 ” means one square kilometer, which equals approximately 247.1 acres; |
• | “m 3 ” means one cubic meter; |
• | “bbl” “bo,” or “barrel of oil” means one stock tank barrel, which is equivalent to approximately 0.15898 cubic meters; |
• | “boe” means one barrel of oil equivalent, which equals approximately 160.2167 cubic meters of natural gas; |
• | “cf” means one cubic foot; |
• | “M,” when used before bbl, bo, boe or cf, means one thousand bbl, bo, boe or cf, respectively; |
• | “MM,” when used before bbl, bo, boe or cf, means one million bbl, bo, boe or cf, respectively; |
• | “Bn,” when used before bbl, bo, boe or cf, means one billion bbl, bo, boe or cf, respectively; |
• | “T,” when used before bbl, bo, boe or cf, means one trillion bbl, bo, boe or cf, respectively; |
• | “/d,” or “pd” when used after bbl, bo, boe or cf, means per day; |
• | “CO2e” means Carbon dioxide equivalent; and |
• | “Tn” means a metric ton. |
• | uncertainties relating to future government concessions and exploration permits; |
• | adverse outcomes in litigation that may arise in the future; |
• | general political, economic, social, demographic and business conditions in Argentina, Mexico, in other countries in which we operate; |
• | the impact of political developments and uncertainties relating to political and economic conditions in Argentina, including the policies of the government in Argentina; |
• | significant economic or political developments in Mexico and the United States; |
• | uncertainties relating to future election results in Argentina and Mexico; |
• | changes in law, rules, regulations and interpretations and enforcements thereto applicable to the Argentine and Mexican energy sectors, including changes to the regulatory environment in which we operate and changes to programs established to promote investments in the energy industry; |
• | any unexpected increases in financing costs or an inability to obtain financing and/or additional capital pursuant to attractive terms; |
• | any changes in the capital markets in general that may affect the policies or attitude in Argentina and/or Mexico, and/or Argentine and Mexican companies with respect to financings extended to or investments made in Argentina and Mexico or Argentine and Mexican companies; |
• | fines or other penalties and claims by the authorities and/or customers; |
• | any future restrictions on the ability to exchange Mexican or Argentine Pesos into foreign currencies or to transfer funds abroad; |
• | the revocation or amendment of our respective concession agreements by the granting authority; |
• | our ability to implement our capital expenditures plans or business strategy, including our ability to obtain financing when necessary and on reasonable terms; |
• | government intervention, including measures that result in changes to the Argentine and Mexican, labor markets, exchange markets or tax systems; |
• | continued and/or higher rates of inflation and fluctuations in exchange rates, including the devaluation of the Mexican Peso or Argentine Peso; |
• | any force majeure events, or fluctuations or reductions in the value of Argentine public debt; |
• | changes to the demand for energy; |
• | uncertainties relating to the effects of the COVID-19 outbreak and its different variants; |
• | the effects of a pandemic or epidemic and any subsequent mandatory regulatory restrictions or containment measures; |
• | environmental, health and safety regulations and industry standards that are becoming more stringent; |
• | energy markets, including the timing and extent of changes and volatility in commodity prices, and the impact of any protracted or material reduction in oil prices from historical averages; |
• | changes in the regulation of the energy and oil and gas sector in Argentina and Mexico, and throughout Latin America; |
• | our relationship with our employees and our ability to retain key members of our senior management and key technical employees; |
• | the ability of our directors and officers to identify an adequate number of potential acquisition opportunities; |
• | our expectations with respect to the performance of our recently acquired businesses; |
• | our expectations for future production, costs and crude oil prices used in our projections; |
• | uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas reserves; |
• | increased market competition in the energy sectors in Argentina and Mexico; |
• | potential changes in regulation and free trade agreements as a result of U.S., Mexican or other Latin American political conditions; |
• | the ongoing conflict involving Russia and Ukraine; and |
• | additional matters identified in “Risk Factors.” |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
a) | both CFE and Pemex would have ceased to be productive state-owned companies and would have become governmental entities, by once again becoming companies wholly controlled by the Federal Government in charge of securing Mexico’s energy sovereignty; |
b) | the cancellation of all power generation permits (including all permit applications pending resolution) and power purchase agreements currently in force, as well as the non-recognition of self-supply and independent power producer permits modified and in force prior to the 2013 Energy Reform; |
c) | CFE would have had the constitutional right to generate at least 54% (fifty-four) percent of Mexico’s electrical power, leaving the remaining 46% (forty-six) percent to the private sector; |
d) | CFE would have been granted the authority to determine Transmission and Distribution tariffs and effectively nullify the Clean Energy Certificates program (CELS); and |
e) | CNH would have been absorbed by SENER and no longer would have been and independent regulator. |
ITEM 4. |
INFORMATION ON THE COMPANY |
(1) | Includes information from Acambuco concession, not shown on this map. |
Block |
Gross acres |
Net acres |
Interest |
Operator |
Net proved reserves as of Dec. 31, 2021 (MMboe) |
Average net production for the year ended Dec. 31, 2021 (Mboe/d) |
Concession Expiration |
|||||||||||||||||||||
Neuquina Basin |
||||||||||||||||||||||||||||
Bajada del Palo Oeste |
62,641 | 62,641 | 100 | % | Vista | 155.0 | 25.6 | 2053 | ||||||||||||||||||||
Entre Lomas Río Negro |
83,349 | 83,349 | 100 | % | Vista | 7.4 | 3.6 | 2026 | ||||||||||||||||||||
Jagüel de los Machos |
48,359 | 48,359 | 100 | % | Vista | 3.5 | 3.1 | 2025 | ||||||||||||||||||||
25 de Mayo-Medanito |
32,247 | 32,247 | 100 | % | Vista | 4.0 | 2.6 | 2026 | ||||||||||||||||||||
Entre Lomas Neuquén |
99,665 | 99,665 | 100 | % | Vista | 2.3 | 1.6 | 2026 |
Block |
Gross acres |
Net acres |
Interest |
Operator |
Net proved reserves as of Dec. 31, 2021 (MMboe) |
Average net production for the year ended Dec. 31, 2021 (Mboe/d) |
Concession Expiration |
|||||||||||||||||||
Bajada del Palo Este |
48,853 | 48,853 | 100 | % | Vista | 2.5 | 0.9 | 2053 | ||||||||||||||||||
Coirón Amargo Norte |
26,598 | 22,508 | 84.6 | % | Vista | 0.8 | 0.3 | 2037 | ||||||||||||||||||
Jarilla Quemada |
47,617 | 47,617 | 100 | % | Vista | 0.1 | 0.5 | (1) |
2040 | |||||||||||||||||
Coirón Amargo Sur Oeste |
16,440 | — | — | (2) |
Shell | — | 0.0 | 2053 | ||||||||||||||||||
Águila Mora |
23,475 | 21,128 | 90 | % | Vista | — | — | 2054 | ||||||||||||||||||
Charco del Palenque |
47,963 | 47,963 | 100 | % | Vista | 0.9 | — | (1) |
2034 | |||||||||||||||||
Aguada Federal |
24,058 | 24,058 | 100 | % (3) |
Vista | — | 0.1 | 2050 | ||||||||||||||||||
Bandurria Norte |
26,404 | 26,404 | 100 | % (3) |
Vista | — | — | 2050 | ||||||||||||||||||
Golfo San Jorge Basin |
||||||||||||||||||||||||||
Sur Río Deseado Este (“SRDE”) (4) |
75,604 | — | — | (4) |
Alianza Petrolera | — | — | 2021 | ||||||||||||||||||
Noroeste Basin |
||||||||||||||||||||||||||
Acambuco |
293,747 | 4,406 | 1.5 | % | Pan American Energy |
0.6 | 0.2 | 2036/2040 | ||||||||||||||||||
Mexico |
||||||||||||||||||||||||||
CS-01 |
23,517 | 23,517 | 100 | % (5) |
Vista | 4.5 | 0.3 | 2047 | ||||||||||||||||||
A-10 |
85,829 | — | — | (5) |
Jaguar | — | 0.1 | 2047 | ||||||||||||||||||
TM-01 |
17,889 | — | — | (5) |
Jaguar | — | 0.0 | 2047 |
(1) | Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(2) | Fully divested 10% working interest to Shell. The effective date of the transaction was April 1, 2021. |
(3) | Acquired 50% working interest in Aguada Federal and Bandurria Norte concessions on September 16, 2021. Acquired an additional 50% working interest in Aguada Federal and Bandurria Norte concessions on January 17, 2022. |
(4) | The 25-year term of the SRDE exploitation concession, with a 16.9% working interest, expired on March 21, 2021. Vista decided not to request the 10-year extension filed by the operator. |
(5) | As of March 25, 2021, we increased our working interest in CS-01 from 50% to 100%. As of April 29, 2021, we reduced our working interest in A-10 and TM-01 from 50% to 0%, through an asset transfer with Jaguar Exploración y Producción 2.3., S.A.P.I. de C.V and Pantera Exploración y Producción 2.2., S.A.P.I. de C.V. |
Block |
Average net oil production for the year ended December 31, 2021 (Mbbl/d) (5) |
Average net gas production for the year ended December 31, 2021 (MMm 3 /d)(5) |
Average net NGL production for the year ended December 31, 2021 (Mbbl/d) (5) |
|||||||||
Neuquina Basin |
||||||||||||
Bajada del Palo Oeste |
20.8 | 0.8 | — | |||||||||
Entre Lomas Río Negro |
2.3 | 0.1 | 0.3 | |||||||||
Jagüel de los Machos |
2.3 | 0.1 | — | |||||||||
25 de Mayo-Medanito |
2.4 | 0.0 | — | |||||||||
Entre Lomas Neuquén |
1.1 | 0.1 | 0.1 | |||||||||
Bajada del Palo Este |
0.4 | 0.1 | 0.1 | |||||||||
Coirón Amargo Norte |
0.3 | 0.0 | — | |||||||||
Jarilla Quemada (1) |
0.2 | 0.0 | 0.0 | |||||||||
Coirón Amargo Sur Oeste (2) |
0.0 | 0.0 | — | |||||||||
Águila Mora |
— | — | — | |||||||||
Charco del Palenque (1) |
— | — | — | |||||||||
Aguada Federal (3) |
0.1 | 0.0 | — | |||||||||
Bandurria Norte (3) |
— | — | — | |||||||||
Golfo San Jorge Basin |
||||||||||||
Sur Río Deseado Este (4) |
— | — | — | |||||||||
Noroeste Basin |
||||||||||||
Acambuco |
0.0 | 0.0 | — |
(1) | Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(2) | Fully divested a 10% working interest to Shell. The effective date of the transaction was April 1, 2021. |
(3) | Acquired 50% working interest in Aguada Federal and Bandurria Norte concessions on September 16, 2021. Acquired an additional 50% working interest in Aguada Federal and Bandurria Norte concessions on January 17, 2022. |
(4) | The 25-year term of the SRDE exploitation concession, with a 16.9% working interest, expired on March 21, 2021. Vista decided not to request the 10-year extension filed by the operator. |
(5) | Oil production is comprised of the production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of the production of propane and butane (LPG) and excludes natural gasoline. |
Block |
Average net oil production for the year ended December 31, 2020 (Mbbl/d) (2) |
Average net gas production for the year ended December 31, 2020 (MMm 3 /d)(2) |
Average net NGL production for the year ended December 31, 2020 (Mbbl/d) (2) |
|||||||||
Neuquina Basin |
||||||||||||
Bajada del Palo Oeste |
8.3 | 0.59 | — | |||||||||
Entre Lomas Río Negro |
2.6 | 0.23 | 0.4 | |||||||||
Jagüel de los Machos |
2.6 | 0.13 | — | |||||||||
25 de Mayo-Medanito |
2.6 | 0.02 | — | |||||||||
Entre Lomas Neuquén |
1.0 | 0.04 | 0.1 | |||||||||
Bajada del Palo Este |
0.4 | 0.08 | 0.0 | |||||||||
Coirón Amargo Norte |
0.3 | 0.01 | — | |||||||||
Jarilla Quemada (1) |
0.2 | 0.04 | 0.0 | |||||||||
Coirón Amargo Sur Oeste |
0.1 | 0.00 | — | |||||||||
Águila Mora |
0.0 | — | — | |||||||||
Charco del Palenque (1) |
— | — | — | |||||||||
Golfo San Jorge Basin |
||||||||||||
Sur Río Deseado Este |
— | — | — | |||||||||
Noroeste Basin |
||||||||||||
Acambuco |
0.0 | 0.02 | — |
(1) | Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(2) | Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. |
Block |
Average net oil production for the year ended December 31, 2019 (Mbbl/d) (2) |
Average net gas production for the year ended December 31, 2019 (MMm 3 /d)(2) |
Average net NGL production for the year ended December 31, 2019 (Mbbl/d) (2) |
|||||||||
Neuquina Basin |
||||||||||||
Bajada del Palo Oeste |
5.5 | 0.68 | — | |||||||||
Entre Lomas Río Negro |
3.3 | 0.06 | — | |||||||||
Jagüel de los Machos |
3.3 | 0.17 | — | |||||||||
25 de Mayo-Medanito |
3.3 | 0.03 | — | |||||||||
Entre Lomas Neuquén |
1.3 | 0.03 | 0.6 | |||||||||
Bajada del Palo Este |
0.6 | 0.12 | 0.1 | |||||||||
Coirón Amargo Norte |
0.2 | 0.01 | — | |||||||||
Jarilla Quemada (1) |
0.3 | 0.05 | 0.0 | |||||||||
Coirón Amargo Sur Oeste |
0.2 | 0.00 | — | |||||||||
Águila Mora |
0.0 | 0.00 | — | |||||||||
Charco del Palenque (1) |
— | — | — | |||||||||
Golfo San Jorge Basin |
||||||||||||
Sur Río Deseado Este |
— | — | — | |||||||||
Noroeste Basin |
||||||||||||
Acambuco |
0.0 | 0.03 | — |
(1) | Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(2) | Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. Our production of natural gasoline is mixed and sold with our crude oil and condensate production and represents less than 0.05% of our average daily production. |
Well name |
Pad number |
Landing zone |
Lateral length (mts) |
Total completion stages | ||||
2013 | #1 | Organic | 2,483 | 33 | ||||
2014 | #1 | La Cocina | 2,633 | 35 | ||||
2015 | #1 | Organic | 2,558 | 34 | ||||
2016 | #1 | La Cocina | 2,483 | 34 | ||||
2029 | #2 | Organic | 2,189 | 37 | ||||
2030 | #2 | La Cocina | 2,248 | 38 | ||||
2032 | #2 | Organic | 2,047 | 35 | ||||
2033 | #2 | La Cocina | 1,984 | 33 | ||||
2061 | #3 | La Cocina | 2,723 | 46 | ||||
2062 | #3 | Organic | 2,624 | 44 | ||||
2063 | #3 | La Cocina | 3,025 | 51 | ||||
2064 | #3 | Organic | 1,427 | 36 | ||||
2025 | #4 | Lower Carbonate | 2,186 | 26 | ||||
2026 | #4 | La Cocina | 2,177 | 44 | ||||
2027 | #4 | Lower Carbonate | 2,551 | 31 | ||||
2028 | #4 | La Cocina | 2,554 | 51 | ||||
2501 | #5 | La Cocina | 2,538 | 52 | ||||
2502 | #5 | Organic | 2,436 | 50 |
Well name |
Pad number |
Landing zone |
Lateral length (mts) |
Total completion stages | ||||
2503 | #5 | La Cocina | 2,468 | 50 | ||||
2504 |
#5 | Organic | 2,332 | 44 | ||||
2391 |
#6 | La Cocina | 2,715 | 56 | ||||
2392 |
#6 | Organic | 2,804 | 54 | ||||
2393 |
#6 | La Cocina | 2,732 | 56 | ||||
2394 |
#6 | Organic | 2,739 | 57 | ||||
2261 |
#7 | La Cocina | 2,710 | 46 | ||||
2262 |
#7 | Organic | 2,581 | 45 | ||||
2263 |
#7 | La Cocina | 2,609 | 45 | ||||
2264 |
#7 | Organic | 2,604 | 46 | ||||
2211 |
#8 | Organic | 2,596 | 53 | ||||
2212 |
#8 | La Cocina | 2,576 | 53 | ||||
2213 |
#8 | Organic | 2,608 | 54 | ||||
2214 |
#8 | La Cocina | 2,662 | 54 | ||||
2351 |
#9 | La Cocina | 3,115 | 63 | ||||
2352 |
#9 | Organic | 3,218 | 62 | ||||
2353 |
#9 | La Cocina | 3,171 | 61 | ||||
2354 |
#9 | Organic | 2,808 | 56 | ||||
2441 |
#10 | La Cocina | 3,094 | 63 | ||||
2442 |
#10 | Organic | 2,883 | 50 | ||||
2443 |
#10 | La Cocina | 2,816 | 57 | ||||
2444 |
#10 | Organic | 2,625 | 45 |
a) | Trafigura has (A) a contractual right over 20% of the hydrocarbon production of the wells included in such agreement, (B) bears 20% of the capital expenditures, as well as the corresponding royalties and direct taxes, with respect to the wells included in such agreement, and (C) payed Vista (i) US$5,000,000 on the date such agreement becomes effective, (ii) 4 installments of US$5,000,000 each when the second, third, fourth and fifth pad included in such agreement commence production, for a total of US$25,000,000, and (iii) a fee on Trafigura’s share of total production to compensate Vista for all operating expenses, G&A expenses, midstream costs and well abandonment costs. |
b) | We remain operator of the block and hold 100% of the title of the Bajada del Palo Oeste concession, and, with respect to the wells included in the agreement, will: (i) retain rights over 80% of the hydrocarbon production, (ii) bear 80% of the capital expenditures, as well as the corresponding royalties and direct taxes, and (iii) bear all other costs, including operating and midstream costs. |
c) | Trafigura has an option to participate in up to 2 additional pads under the same terms and conditions described in items a) and b) above for the initial 5 pads, including a payment to Vista of US$5,000,000 for each additional pad. This option can be exercised for up to 180 consecutive days after the commencement of production of the second pad. |
Crude oil, condensate and NGL (1) (MMbbl) |
Consumption plus natural gas sales (2) (MMboe) |
Total proved reserves (MMboe) |
% Oil |
|||||||||||||
Net Proved developed: |
48.5 | 16.2 | 64.7 | 75 | % | |||||||||||
Net Proved undeveloped: |
98.1 | 18.8 | 116.9 | 84 | % | |||||||||||
Total Net Proved |
146.6 | 35.0 | 181.6 | 81 | % |
(1) | Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 1% of our proved developed and undeveloped reserves as of December 31, 2020, and December 31, 2021, respectively. |
(2) | Natural gas consumption represented 16% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2020, and 13% as of December 31, 2021. |
Total Proved Developed |
Total Proved Undeveloped |
Total Proved |
||||||||||||||||||||||||||||||||||
Crude oil, condensate and NGL (1) (MMbbl) |
Consumption plus natural gas sales (2) (Mmboe) |
Total of oil and gas proved developed reserves (MMboe) |
Crude oil, condensate and NGL (MMbbl) |
Consumption plus natural gas sales (Mmboe) |
Total of oil and gas proved undeveloped reserves (MMboe) |
Crude oil, condensate and NGL (MMbbl) |
Consumption plus natural gas sales (Mmboe) |
Total of oil and gas proved reserves (MMboe) |
||||||||||||||||||||||||||||
Bajada del Palo Oeste |
33.4 | 9.2 | 42.6 | 95.0 | 17.4 | 112.4 | 128.4 | 26.6 | 155.0 | |||||||||||||||||||||||||||
Bajada del Palo Este |
1.4 | 1.1 | 2.5 | 0.0 | 0.0 | 0.0 | 1.4 | 1.1 | 2.5 | |||||||||||||||||||||||||||
Charco del Palenque |
0.8 | 0.1 | 0.9 | 0.0 | 0.0 | 0.0 | 0.8 | 0.1 | 0.9 | |||||||||||||||||||||||||||
Coirón Amargo Norte |
0.7 | 0.1 | 0.8 | 0.0 | 0.0 | 0.0 | 0.7 | 0.1 | 0.8 | |||||||||||||||||||||||||||
Entre Lomas Rio Negro |
3.8 | 3.3 | 7.0 | 0.1 | 0.3 | 0.4 | 3.8 | 3.6 | 7.4 | |||||||||||||||||||||||||||
Entre Lomas Neuquén |
1.5 | 0.7 | 2.3 | 0.0 | 0.0 | 0.0 | 1.5 | 0.7 | 2.3 |
Total Proved Developed |
Total Proved Undeveloped |
Total Proved |
||||||||||||||||||||||||||||||||||
Crude oil, condensate and NGL (1) (MMbbl) |
Consumption plus natural gas sales (2) (Mmboe) |
Total of oil and gas proved developed reserves (MMboe) |
Crude oil, condensate and NGL (MMbbl) |
Consumption plus natural gas sales (Mmboe) |
Total of oil and gas proved undeveloped reserves (MMboe) |
Crude oil, condensate and NGL (MMbbl) |
Consumption plus natural gas sales (Mmboe) |
Total of oil and gas proved reserves (MMboe) |
||||||||||||||||||||||||||||
Jagüel de los Machos |
2.7 | 0.8 | 3.5 | 0.0 | 0.0 | 0.0 | 2.7 | 0.8 | 3.5 | |||||||||||||||||||||||||||
Jarilla Quemada |
0.0 | 0.1 | 0.1 | 0.0 | 0.0 | 0.0 | 0.0 | 0.1 | 0.1 | |||||||||||||||||||||||||||
25 de Mayo–Medanito |
3.8 | 0.2 | 4.0 | 0.0 | 0.0 | 0.0 | 3.8 | 0.2 | 4.0 | |||||||||||||||||||||||||||
Acambuco |
0.1 | 0.5 | 0.6 | 0.0 | 0.0 | 0.0 | 0.1 | 0.5 | 0.6 | |||||||||||||||||||||||||||
Aguada Federal |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||||||||||||||
Bandurria Norte |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||||||||||||||
CS-01 |
0.3 | 0.0 | 0.4 | 3.0 | 1.1 | 4.1 | 3.4 | 1.1 | 4.5 | |||||||||||||||||||||||||||
Total |
48.5 |
16.2 |
64.7 |
98.1 |
18.8 |
116.9 |
146.6 |
35.0 |
181.6 |
(1) | Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 1% of our proved developed and undeveloped reserves as of December 31, 2020, and December 31, 2021, respectively. |
(2) | Natural gas consumption represented 16% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2020, and 13% as of December 31, 2021. |
• | An increase of 65.2 MMboe (55.2 MMbbl of oil and 56.1 Bcf of natural gas) in the extensions and discoveries category, driven by the addition of 11 pads (for a total of 44 wells) classified as proved undeveloped due to the successful drilling in Vaca Muerta formation in Bajada del Palo Oeste concession (46.2 MMbbl of oil and 46.5 Bcf of natural gas); the extension of proved developed acreage related to the drilling of 2 unproved pads (for a total of 8 wells) in Vaca Muerta formation in Bajada del Palo Oeste concession under the farmout agreement with Trafigura (7.3 MMbbl and 7.2 Bcf); and the transfer of assets in Mexico, whereby the Company increased its equity to 100% in CS-01 (1.7 MMbbl and 2.4 Bcf). |
• | An increase of 5.3 MMbbl of oil due to revisions of previous estimates, driven by the extension of well economic limits due to increased oil prices (+3.3 MMbbl); an enhanced performance of Bajada del Palo Oeste unconventional wells (+2.6 MMbbl); and the development plan approved by the CNH and the drilling and completion of Vernet-1001 well in Mexico (+1.5 MMbbl); partially offset by a lower performance of the base production of Bajada del Palo Oeste (-0.6 MMbbl), 25 de Mayo-Medanito (-0.6 MMbbl), Entre Lomas Río Negro (-0.5 MMbbl) and Coirón Amargo Norte (- 0.4 MMbbl) conventional wells. |
• | A decrease of 2.4 Bcf of gas (0.4 MMboe) due to revision of previous estimates, related to the revision of the type curve of proved undeveloped reserves in Lotena formation (-4.9 Bcf); a lower performance of Borde Montuoso conventional wells in Bajada del Palo Oeste (-4.0 Bcf) and Charco Bayo gas wells in Entre Lomas Río Negro (-2.3 Bcf); the lower performance of the new dry gas well drilled in 2021 in Bajada del Palo Oeste concession (-1.8 Bcf); and a change in the development plan in gas reservoirs in conventional fields (-1.1 Bcf); partly offset by an enhanced performance of Bajada del Palo Oeste unconventional wells (+2.9 Bcf); the development plan approved by the CNH and the drilling and completion of Vernet-1001 well in Mexico (+3.0 Bcf); and an extension of well economic limits (+5.8 Bcf) due to higher commercial gas prices. |
• | A decrease of 2.5 MMboe (-2.2 MMbbl of oil and -1.9 Bcf of natural gas) due to purchases and sales of oil and natural gas reserves are related to: the sale of the interest (10%) in CASO (-1.4 MMbbl of oil and -1.0 Bcf of natural gas); and the farmout agreement with Trafigura (-0.9 MMbbl of oil and -0.9 Bcf of natural gas); partly offset by the acquisition of the 50% interest in Aguada Federal concession (+0.1 MMbbl of oil). |
• | A decrease of 14.2 MMboe due to 2021 production, of which 14.1 MMboe were in Argentina and 0.1 MMboe in Mexico. |
• | estimates are prepared using generally accepted practices and methodologies; |
• | estimates are prepared objectively and free of bias; |
• | estimates and changes therein are prepared on a timely basis; |
• | estimates and changes therein are properly supported and approved; and |
• | estimates and related disclosures are prepared in accordance with regulatory requirements. |
Total Acreage |
Total Developed Acreage |
Total Undeveloped Acreage |
||||||||||||||||||||||
Gross |
Net |
Gross |
Net |
Gross |
Net |
|||||||||||||||||||
Argentina |
864,976 | 543,966 | 104,316 | 84,311 | 760,660 | 459,655 | ||||||||||||||||||
Mexico |
23,517 | 23,517 | 13,675 | 13,675 | 9,842 | 9,842 |
Oil |
Gas |
Total |
||||||||||||||||||||||
Gross |
Net |
Gross |
Net |
Gross |
Net |
|||||||||||||||||||
Argentina |
1,091 | 1,089 | 68 | 68 | 1,159 | 1,157 | ||||||||||||||||||
Mexico |
9 | 9 | 0 | 0 | 9 | 9 |
Wells in process of being drilled or in active completion in Argentina |
Wells in process of being drilled or in active completion in Mexico |
|||||||
Oil wells |
||||||||
Gross |
16 | 0 | ||||||
Net |
12 | 0 | ||||||
Gas wells |
||||||||
Gross |
0 | 0 | ||||||
Net |
0 | 0 |
Block |
Production for the year ended December 31, 2021 |
Production for the year ended December 31, 2020 |
Operator |
|||||||||||||||||||||
Oil (1) (thousandsbarrels) |
Natural gas sales (2) (millions cubic feet) |
Working Interest |
Oil (1) (thousandsbarrels) |
Natural gas sales (2) (millionscubic feet) |
||||||||||||||||||||
Neuquina Basin |
||||||||||||||||||||||||
Bajada del Palo Oeste |
7,609.03 | 9,749.30 | 3,055.30 | 7,675.40 | Vista | |||||||||||||||||||
Entre Lomas Río Negro |
852.00 | 1,842.81 | 100 | % | 985.2 | 3,244.00 | Vista | |||||||||||||||||
Jagüel de los Machos |
857.14 | 1,570.18 | 100 | % | 939.4 | 1,743.90 | Vista | |||||||||||||||||
25 de Mayo-Medanito |
879.57 | 440.04 | 100 | % | 938.1 | 321.5 | Vista | |||||||||||||||||
Entre Lomas Neuquén |
401.05 | 994.69 | 100 | % | 351 | 466.1 | Vista | |||||||||||||||||
Bajada del Palo Este |
152.46 | 896.68 | 100 | % | 158.8 | 1,003.10 | Vista | |||||||||||||||||
Coirón Amargo Norte |
95.22 | 6.25 | 100 | % | 94.6 | 73.6 | Vista | |||||||||||||||||
Jarilla Quemada (3) |
88.85 | 423.64 | 84.60 | % | 70.6 | 570.3 | Vista | |||||||||||||||||
Coirón Amargo Sur Oeste |
6.02 | 2.82 | 100 | % | 30.9 | 20.8 | Shell | |||||||||||||||||
Águila Mora |
— | — | — | (4) |
18 | — | Vista | |||||||||||||||||
Charco del Palenque (3) |
— | — | 90 | % | — | — | Vista | |||||||||||||||||
Aguada Federal |
35.96 | 23.43 | 100 | % | — | — | Vista | |||||||||||||||||
Bandurria Norte |
— | — | 100 | % (5) |
— | — | Vista | |||||||||||||||||
Golfo San Jorge Basin |
100 | % (5) |
||||||||||||||||||||||
Sur Río Deseado Este |
— | — | — | — | Alianza Petrolera | |||||||||||||||||||
Noroeste Basin |
— | (6) |
||||||||||||||||||||||
Acambuco |
6.77 | 281.35 | 8.6 | 314 | Pan American Energy |
(1 ) |
Oil production is comprised of production of crude oil, condensate and natural gasoline. |
(2) |
Natural gas production excludes natural gas consumption. |
(3) |
Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
(4) |
Fully divested 10% working interest to Shell. The effective date of the transaction is April 1, 2021. |
(5) |
Acquired 50% working interest in Aguada Federal and Bandurria Norte concessions on September 16, 2021. Acquired an additional 50% working interest in Aguada Federal and Bandurria Norte concessions on January 17, 2022. |
(6) |
The 25-year term of the SRDE exploitation concession, with 16.9% working interest, expired on March 21, 2021, and Vista decided not to request the 10-year extension filed by the operator. |
Block |
Production for the nine months period ended December 31, 2019 |
Working Interest |
Operator |
|||||||||||||
Crude oil (1) (in thousands of barrels) |
Natural gas (2) (in millions of cubic feet) |
|||||||||||||||
Neuquina Basin |
||||||||||||||||
Bajada del Palo Oeste |
1,993.0 | 8,792.6 | 100 | % | Vista | |||||||||||
Entre Lomas Río Negro |
1,219.5 | 4,552.3 | 100 | % | Vista | |||||||||||
Jagüel de los Machos |
1,186.9 | 2,160.3 | 100 | % | Vista | |||||||||||
25 de Mayo-Medanito |
1,218.0 | 404.1 | 100 | % | Vista | |||||||||||
Entre Lomas Neuquén |
486.7 | 1,872.4 | 100 | % | Vista | |||||||||||
Bajada del Palo Este |
212.8 | 1,515.1 | 100 | % | Vista | |||||||||||
Coirón Amargo Norte |
81.2 | 70.9 | 84.62 | % | Vista | |||||||||||
Jarilla Quemada(3) |
117.1 | 690.2 | 100 | % | Vista | |||||||||||
Coirón Amargo Sur Oeste |
56.9 | 39.9 | 10 | % | Shell | |||||||||||
Águila Mora |
13.5 | — | 90 | % | Vista | |||||||||||
Charco del Palenque |
— | — | 100 | % | Vista | |||||||||||
Golfo San Jorge Basin |
||||||||||||||||
Sur Río Deseado Este |
— | — | 16.95 | % | Alianza Petrolera | |||||||||||
Noroeste Basin |
||||||||||||||||
Acambuco |
8.5 | 344.4 | 1.5 | % | Pan American Energy |
(1) |
Oil production is comprised of production of crude oil, condensate and natural gasoline. |
(2) |
Natural gas production excludes natural gas consumption. |
(3) |
Consolidates information of both Jarilla Quemada and Charco del Palenque. |
For the Year Ended December 31, |
Oil development well –productive |
Gas development well – productive |
Oil development well – dry |
Gas development well – dry |
Exploratory well – productive |
Exploratory well – dry | ||||||
2019 | 20 | 5 | 2 | 0 | 1 | 0 | ||||||
2020 | 24 | 0 | 0 | 0 | 0 | 0 | ||||||
2021 | 23 | 3 | 0 | 0 | 0 | 0 |
For the Year Ended December 31, |
Oil development well –productive |
Gas development well – productive |
Oil development well – dry |
Gas development well – dry |
Exploratory well – productive |
Exploratory well – dry | ||||||
2019 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
2020 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
2021 | 0 | 0 | 0 | 0 | 1 | 0 |
• | We completed a baseline study with GHG emissions actuals for 2019 and 2020, which constitute the baseline against which the Company will measure emissions reductions. |
• | We are currently implementing selected projects prioritized by the Company’s carbon abatement cost curve. Projects implemented during 2021, led to a reduction in GHG emissions by 14% year-over-year, with investments in carbon reduction projects more than offsetting the impact of our production increase and implying a reduction in GHG emissions intensity by 39% year-over-year, to 24.1 kgCo2e/boe. |
• | We put a plan in place to reduce absolute emissions from our operations by 35% by 2026, compared to 2020, while we forecast to double our total production in the same period. |
• | We started to evaluate alternatives to offset our remaining CO 2 emissions with the implementation of a diversified portfolio of forest and soil carbon sequestration projects in Argentina. |
• | Based on the reduction of GHG emissions from our operations and our nature-based solutions portfolio, we established our ambition to become net zero in scope 1 and 2 GHG emissions by 2026. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Business and Industry—Climate change could impact our operating results, access to capital and strategy.” |
• | We recorded a total recordable incident rate (“TRIR”) of 0.29, a 24% improvement compared to 2020. |
• | We believe we made solid progress in our gender initiatives, which are part of the Vista DEI program, and aim to comprehensively addresses multiple fronts such as hiring, mentoring and advancement, training and awareness, and incorporates new policies focusing on diversity, equity and inclusion. During 2021, 60% of our new hires were women. |
• | We continued our investment in social infrastructure in Catriel, Río Negro Province: we completed the first phase of 8km bicycle lane, assigned company premises for children’s sports activities and sponsored a local table-tennis player. |
• | We believe we made good progress in strengthening our local supply chain. In 2021, the total value of local purchases was US$78 million, reflecting a 56% increase year-over-year. The share of local suppliers represented 21% of total purchases in 2021. |
• | We assigned Company premises to be used as a vaccination center during the COVID-19 pandemic. |
• | We published the inaugural 2020 Sustainability report, aligned with GRI and SASB reporting standards. |
• | We established an internal carbon price of 50 $/tn CO 2 in order to reflect the cost of emissions in strategic planning and capital allocation. |
• | We worked to strengthen governance by issuing internal policies related to human rights, conflict of interest, diversity, equity & inclusion and anti-corruption, and trained staff to improve awareness on such matters. |
• | require the acquisition of various permits or other authorizations or the preparation of environmental assessments, studies or plans (such as well closure plans) before seismic or drilling activity commences; |
• | enjoin some or all of the operations of facilities deemed not in compliance with permits; |
• | restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities; |
• | require establishing and maintaining bonds, reserves or other commitments to plug and abandon wells; and |
• | require remedial measures to mitigate or remediate pollution from our operations, which, if not undertaken, could subject us to substantial penalties. |
World Shale Oil Resources (Bnboe) |
World Shale Gas Resources (Tcf) | |
|
|
Argentina Primary Energy Mix (%) as of 2020 |
South and Central America and Mexico Primary Energy Mix (%) as of 2020 | |
|
|
Mexico Primary Energy Mix (%) as of 2020 |
Brazil Primary Energy Mix (%) as of 2020 | |
|
|
Play |
Total Organic Content (“TOC”) (%) |
Thickness (m) |
Reservoir Pressure (psi/ft) | |||
Bajada del Palo Oeste |
4.2 | 250 | 0.9 | |||
Eagle Ford |
3 | 200 – 300 | 0.5 – 0.8 | |||
Wolfcamp (Permian) |
3 – 5 | 30 – 100 | 0.5 – 0.9 |
• | Conventional Exploration permits |
• | Unconventional exploration permits |
• | Concession 35-year term was established, including an initial pilot plan of up to five years. For offshore production, concessions will be granted for periods of up to 30 years. Under the previous Hydrocarbons Law regime, the concessions could be extended only once for a 10-year term. Law No. 27,007 established the possibility to request successive extensions to conventional and unconventional concessions for 10-year periods, under certain requirements. Even the concessions which were in force prior the enactment of the new regime and those which had already been extended once may be extended again. |
• | Reservation of areas and the transportation method |
• | Royalties |
• | For tariffs on hydrocarbon transportation through oil pipelines and multiple purpose pipelines, as well as for tariffs on storage, the use of buoys and the handling of liquid hydrocarbons; and |
• | That may be deducted in connection with crude oil transportation by producers that, as of the date of the regulation, transport their production through their own unregulated pipelines, for the purpose of calculating royalties. |
(i) | Until December 31, 2020, the base price for crude oil in the local market was set at 45 US$/bbl (using the reference of crude oil “Medanito”) to be adjusted for each type of crude oil and port of entry, establishing the price to be applied for the calculation of royalties under the Hydrocarbons Law. |
(ii) | In addition, the SdE shall oversee the compliance of producers with the Annual Investment Plan required by Section 12 of Annex to Decree No. 1277/12, and shall apply, if necessary, the applicable sanctions. |
(iii) | As long as these measures were effective, refineries and traders were forced to acquire their demand for crude oil from local producers. In addition, integrated companies, refineries and traders were not allowed to import products that were available for sale or to that could be processed in the local market. |
(iv) | Export duties were set forth for certain hydrocarbon products: (i) 0% rate for export duties in the event that international the price is equal or inferior to the “base value” (US$45/bbl), (ii) 8% rate for export duties in the event that the international price is equal or superior to the reference value (US$60/bbl), and (iii) in the case that the international price is higher that the Base Value and lower to the Reference Value, the export duty tax rate shall be determined according to a progressive adjustment formula for the export duty rate from 0 to 8%. Decree 488/2020 does not establish a time limit for the application of the export duties indicated therein, although under certain interpretations such duties would become ineffective as of January 1, 2022 considering the limit established in the Solidarity Law (December 31, 2021). |
(v) | The amounts of the sanctions set forth in Section 97 of the Hydrocarbons Law were set between a minimum equivalent to the value of 22 m3 of national crude oil in the local market and a maximum of 2,200 m3 of the same hydrocarbon, for each infraction. |
(i) | Resolution No. 417/2019 was repealed; |
(ii) | Disposition No. 284/2019 was repealed; |
(iii) | the new “Natural Gas Export Authorization Procedure” was approved. |
(iv) | The Undersecretariat of Hydrocarbons was delegated the tasks specifically entrusted in the “Procedure for Authorization of Natural Gas Exports.” |
a. | The Gas.Ar Plan was implemented through direct contracts between gas producers, on the one hand, and gas distributors and/or sub-distributors (to satisfy priority demand) and CAMMESA (the Wholesale Electricity Market Administrator, to satisfy demand of thermal power plants), on the other. Such contracts (i) were awarded and negotiated through, and (ii) the price of gas in the point of entry into the transportation system (“PIST” for its acronym in Spanish) arose from, a tender procedure carried out by the SdE, as detailed further below. |
b. | It shall have an initial duration of four years, which may be extended by the SdE for additional periods of one year each based on its analysis of the gas market, demand volumes and investment possibilities in infrastructure. For off-shore projects, a longer term of up to eight years may be contemplated. |
c. | Comprises a total volume of 70 mmcm/d for the 365 days of each year in which the Gas.Ar Plan is in place (distributed as follows (i) Austral Basin 20 mmcm/d, (ii) Neuquina Basin 47.2 mmcm/d, and (iii) Northwest Basin 2.8 mmcm/d), and certain additional volumes for the winter seasonal period of each of the four years. |
d. | Producers had to present an investment plan to reach the committed injection volumes and be bound to achieve a production curve per basin that guarantees the maintenance and/or increase of current levels of production. |
e. | Participating producing companies may be offered preferential conditions for exports under firm condition for up to a total volume of 11 mmcm/d, to be committed exclusively during the non-winter period. The benefits for exports will apply both to the export of natural gas through pipelines and to its liquefaction in Argentina and subsequent export as LNG. |
f. | The Argentine government may assume on a monthly basis payment of a portion of the price of natural gas in the PIST, in order to mitigate the impact of the cost of natural gas to be transferred to end users. |
g. | The Argentine Central Bank established appropriate mechanisms to guarantee the repatriation of direct investments and their respective returns and/or the payment of principal and interest of foreign financings, provided that such funds have been entered into to Argentina through the Argentine Foreign Exchange Market as from the entry into force of the decree, and are used to finance projects under the Gas.Ar Plan. |
• | It declared the construction of the “President Néstor Kirchner Gas Pipeline” to be of National Public Interest as a strategic project for the development of natural gas in the Argentine Republic (which will transport natural gas starting from the Province of Neuquén, crossing the Provinces of Río Negro, La Pampa, Buenos Aires, up to the Province of Santa Fe), as well as its complementary works, and the construction of the works for the expansion and strengthening of the National Natural Gas Transportation System. |
• | It created the “Transport.Ar Producción Nacional” Gas Pipeline System Program, within the scope of the Undersecretary of Hydrocarbons, with the purpose of: |
(a) | Executing the necessary works to promote the development and growth of natural gas production and supply, |
(b) | Substituting imports of LNG and Gas Oil—Fuel Oil used to supply priority demand and thermal generation plants, respectively, |
(c) | Ensuring the supply of energy, |
(d) | Guaranteeing the domestic supply under the terms of Laws Nos. 17,319, 24,076 and 26,741, |
(e) | Increasing the reliability of the energy system, |
(f) | Optimizing the national transportation system, |
(g) | Increasing natural gas exports to neighboring countries, |
(h) | Promoting regional gas integration on the basis of the principles set forth in the existing regulations on the matter. |
• | It approved the list of works to be executed within the framework of the “Transport.Ar Producción Nacional” Gas Pipeline System Program. |
• | The SdE shall conduct the Program, defining the prioritization of the works, projects and their corresponding stages, in order to guarantee the development of natural gas in the market, paying special attention to the current needs that need to be urgently addressed in the whole sector of the natural gas market, which includes its exploitation, development and transportation; in accordance with the objectives set forth in Resolution 67/2022 and with the provisions of Decree No. 892/2020 (Gas.Ar Plan) and Resolution No. 1. 036/2021 of the SdE. Likewise, it shall monitor the development of the Program, the planning and execution of the Works, with the assistance of a team of renowned experts hired for such purpose. |
• | Granted to IEASA a Transportation Concession (the “Concession”) over the President Néstor Kirchner Gas Pipeline. |
• | In its capacity as principal, IEASA may bid, contract, plan and execute the construction of the infrastructure works included in the “Transport.Ar Producción Nacional” Gas Pipeline System Program. |
• | The transportation tariffs applicable by IEASA for the provision of the transportation service granted by the Concession will be determined and adjusted by the Ente Nacional Regulador del Gas (“ENARGAS”). |
• | IEASA, with the approval of the Ministry of Economy, may enter into freely negotiated contracts relating to transportation capacity with producers and/or shippers for the construction or expansion, in whole or in part, of the Gas Pipeline. The transportation capacity thus contracted will not be subject to the tariffs approved by ENARGAS, which will be applied to the transportation capacity not committed in these contracts. |
• | YPF S.A. will have priority to contract transportation capacity with respect to which IEASA is entitled to freely contract, in which case it will have to prepay, totally or partially, the amount associated to such contracts, prior approval of the Ministry of Economy. With respect to transportation capacity not contracted, IEASA is obligated to allow indiscriminate access to third parties. |
• | IEASA, in exclusivity with YPF S.A., may jointly establish a scheme of technical collaboration, association, investment, or any other form of participation for the purpose of executing the programs and projects financed by the Solidarity and Extraordinary Contribution (pursuant to Law No. 27,605). |
• | IEASA may partially or totally assign the ownership of the Concession to YPF S.A., prior authorization from the SdE. |
• | Created the administration and financial trust “Fondo de Desarrollo Gasífero Argentino” (“FONDESGAS”)-, of which IEASA is trustee and beneficiary, for the purpose of financing the works included in the Gas Pipeline System Program “Transport.Ar Producción Nacional”, including the repayment of the capital and interest services of the trust securities issued within its framework. The trustee and administrator of the trust assets is Banco de Inversión y Comercio Exterior S.A. (BICE). |
• | The assets of FONDESGAS shall be constituted, among others, by the following trust assets: (i) The resources from credit operations in the domestic or foreign market, for which purpose the most convenient financial instruments may be appealed to under the terms authorized by the Ministry of Economy; and (ii) the resources from the contracts for the sale of transportation capacity over the Gas Pipeline. |
Mexican Oil and Gas Reserves as of January 1, 2021 (Bnboe) |
||||||||||||
Reserves |
||||||||||||
Geological Basin |
Cumulative production |
1P |
3P |
|||||||||
Southeast |
52.3 | 6.0 | 14.3 | |||||||||
Tampico Misantla |
3.9 | 1.0 | 5.7 | |||||||||
Burgos |
2.9 | 0.2 | 0.3 | |||||||||
Veracruz |
1.0 | 0.7 | 2.1 | |||||||||
Sabinas |
0.1 | 0.0 | 0.0 | |||||||||
Others* |
0.2 | 0.1 | 0.4 | |||||||||
Deepwater |
0.0 | 0.0 | 0.0 | |||||||||
|
|
|
|
|
|
|||||||
Total Mexico |
60.3 | 8.0 | 22.8 | |||||||||
|
|
|
|
|
|
* | Includes Cinturón Plegado de Chiapas and Plataforma Burro-Picachos |
a) | both CFE and Pemex would have ceased to be productive state-owned companies and would have become governmental entities, by once again becoming companies wholly controlled by the Federal Government in charge of securing Mexico’s energy sovereignty; |
b) | the cancellation of all power generation permits (including all permit applications pending resolution) and power purchase agreements currently in force, as well as the non-recognition of self-supply and independent power producer permits modified and in force prior to the 2013 Energy Reform; |
c) | CFE would have had the constitutional right to generate at least 54% (fifty-four) percent of Mexico’s electrical power, leaving the remaining 46% (forty-six) percent to the private sector; |
d) | CFE would have been granted the authority to determine Transmission and Distribution tariffs and effectively nullify the Clean Energy Certificates program (CELS); and |
e) | CNH would have been absorbed by SENER and no longer would have been and independent regulator. |
ITEM 4.A |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
ITEM 5A. |
OPERATING RESULTS |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
(in thousands of US$) |
||||||||||||
Revenue from contracts with customers |
652,187 | 273,938 | 415,976 | |||||||||
|
|
|
|
|
|
|||||||
Cost of sales |
||||||||||||
Operating costs |
(107,123 | ) | (88,018 | ) | (114,431 | ) | ||||||
Crude oil stock fluctuation |
(905 | ) | 3,095 | 310 | ||||||||
Depreciation, depletion and amortization |
(191,313 | ) | (147,674 | ) | (153,001 | ) | ||||||
Royalties |
(86,241 | ) | (38,908 | ) | (61,008 | ) | ||||||
|
|
|
|
|
|
|||||||
Gross profit |
266,605 |
2,433 |
87,846 |
|||||||||
|
|
|
|
|
|
|||||||
Selling expenses |
(42,748 | ) | (24,023 | ) | (27,138 | ) | ||||||
General and administrative expenses |
(45,858 | ) | (33,918 | ) | (42,400 | ) | ||||||
Exploration expenses |
(561 | ) | (646 | ) | (676 | ) | ||||||
Other operating income |
23,285 | 5,573 | 3,165 | |||||||||
Other operating expenses |
(4,214 | ) | (4,989 | ) | (6,180 | ) | ||||||
Reversal / (Impairment) of long-lived assets |
14,044 | (14,438 | ) | — | ||||||||
|
|
|
|
|
|
|||||||
Operating profit / (loss) |
210,553 |
(70,008 |
) |
14,617 |
||||||||
|
|
|
|
|
|
|||||||
Interest income |
65 | 822 | 3,770 | |||||||||
Interest expense |
(50,660 | ) | (47,923 | ) | (34,163 | ) | ||||||
Other financial results |
(7,194 | ) | 4,247 | (715 | ) | |||||||
|
|
|
|
|
|
|||||||
Financial results, net |
(57,789 |
) |
(42,854 |
) |
(31,108 |
) | ||||||
|
|
|
|
|
|
|||||||
Profit / (Loss) before income tax |
152,764 |
(112,862 |
) |
(16,491 |
) | |||||||
|
|
|
|
|
|
|||||||
Current income tax (expense) / benefit |
(62,419 | ) | (184 | ) | (1,886 | ) | ||||||
Deferred income tax (expense) / benefit |
(39,695 | ) | 10,297 | (14,346 | ) | |||||||
|
|
|
|
|
|
|||||||
Income tax (expense) / benefit |
(102,114 |
) |
10,113 |
(16,232 |
) | |||||||
|
|
|
|
|
|
|||||||
Profit / (loss) for the year |
50,650 |
(102,749 |
) |
(32,723 |
) | |||||||
|
|
|
|
|
|
|||||||
Other comprehensive income |
||||||||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent periods |
||||||||||||
- (Loss) / profit from actuarial remediation related to defined benefit plans |
(4,513 | ) | 460 | (1,577 | ) | |||||||
- Deferred income tax benefit / (expense) |
2,048 | (114 | ) | 394 | ||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent years |
(2,465 | ) | 346 | (1,183 | ) | |||||||
|
|
|
|
|
|
|||||||
Other comprehensive income for the year, net of income taxes |
(2,465 | ) | 346 | (1,183 | ) | |||||||
|
|
|
|
|
|
|||||||
Total comprehensive profit / (loss) for the year |
48,185 | (102,403 | ) | (33,906 | ) | |||||||
|
|
|
|
|
|
|||||||
(Losses)/Earnings per share attributable to equity holders of the parent |
||||||||||||
Basic (In U.S. Dollars per share): |
0.574 | (1.175 | ) | (0.409 | ) | |||||||
Diluted (In U.S. Dollars per share): |
0.543 | (1.175 | ) | (0.409 | ) | |||||||
Adjusted EBITDA (1) |
380,107 | 95,607 | 170,862 | |||||||||
Adjusted EBITDA margin (2) |
58 | % | 35 | % | 41 | % | ||||||
Adjusted Net Income (3) |
78,483 | (115,106 | ) | (25,217 | ) |
(1) |
We calculate Adjusted EBITDA as (loss)/profit for the year/period plus income tax expense, financial results, net, depreciation, depletion and amortization, transaction costs related to business combinations, restructuring and reorganization expenses, bargain purchase on business combination and gain from asset disposals and impairment (recovery) of long-lived assets. We present Adjusted EBITDA because we believe it provides investors with a supplemental measure of the financial performance of our core operations that facilitates period to period comparisons on a consistent basis. Our management uses Adjusted |
EBITDA, among other measures, for internal planning and performance measurement purposes. Adjusted EBITDA is not a measure of liquidity or operating performance under IFRS and should not be construed as an alternative to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS). Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies. |
(2) |
We calculate Adjusted EBITDA margin by dividing Adjusted EBITDA by revenues from contracts with customers. |
(3) |
We calculate Adjusted Net Income as net income plus deferred income tax expense (benefit), plus changes in fair value of warrants, and plus impairment loss (recovery) of long-lived assets. We add back these three adjustments since they are non-cash items that do not reflect the fair net income generation of the Company. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
(in thousands of US$) |
||||||||||||
Profit / (loss) for the year |
50,650 | (102,749 | ) | (32,723 | ) | |||||||
Income tax expense (benefit) |
102,114 | (10,113 | ) | 16,232 | ||||||||
Financial results, net |
57,789 | 42,854 | 31,108 | |||||||||
Depreciation, depletion and amortization |
191,313 | 147,674 | 153,001 | |||||||||
Restructuring and reorganization expenses |
2,284 | 4,886 | 3,244 | |||||||||
Bargain purchase on business combination and gain from asset disposals. |
(9,999 | ) | (1,383 | ) | — | |||||||
Impairment (recovery) loss of long-lived assets |
(14,044 | ) | 14,438 | — | ||||||||
Adjusted EBITDA |
380,107 |
95,607 |
170,862 |
|||||||||
Revenue from contracts with customers |
652,187 | 273,938 | 415,976 | |||||||||
Adjusted EBITDA margin |
58 | % | 35 | % | 41 | % |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
(in thousands of US$) |
||||||||||||
Profit / (loss) for the year |
50,650 |
(102,749 |
) |
(32,723 |
) | |||||||
Adjustments: |
||||||||||||
(+) Deferred Income tax |
39,695 | (10,297 | ) | 14,346 | ||||||||
(+) Changes in the fair value of Warrants |
2,182 | (16,498 | ) | (6,840 | ) | |||||||
(+) Impairment (recovery) loss of long-lived assets |
(14,044 | ) | 14,438 | |||||||||
Adjustments to Net Income/Loss |
27,833 |
(12,357 |
) |
7,506 |
||||||||
Adjusted Net Income/Loss |
78,483 |
(115,106 |
) |
(25,217 |
) |
As of December 31, 2021 |
As of December 31, 2020 |
As of December 31, 2019 |
||||||||||
(in thousands of US$) |
||||||||||||
Current and non-current borrowings |
610,973 | 539,786 | 451,413 | |||||||||
Cash, bank balances and other short term investments |
315,013 | 202,947 | 260,028 | |||||||||
Net Debt |
295,960 |
336,839 |
191,385 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Assets |
||||||||
Non-current assets |
||||||||
Property, plant and equipment |
1,223,982 | 1,002,258 | ||||||
Goodwill |
28,416 | 28,484 | ||||||
Other intangible assets |
3,878 | 21,081 | ||||||
Right-of-use |
26,454 | 22,578 | ||||||
Investments in associates |
2,977 | — | ||||||
Trade and other receivables |
20,210 | 29,810 | ||||||
Deferred income tax assets |
2,771 | 565 | ||||||
|
|
|
|
|||||
Total noncurrent assets |
1,308,688 |
1,104,776 |
||||||
|
|
|
|
|||||
Inventories |
13,961 | 13,870 | ||||||
Trade and other receivables |
46,096 | 51,019 | ||||||
Cash, bank balances and other short-term investments |
315,013 | 202,947 | ||||||
|
|
|
|
|||||
Total current assets |
375,070 |
267,836 |
||||||
|
|
|
|
|||||
Total assets |
1,683,758 |
1,372,612 |
||||||
|
|
|
|
|||||
Capital stock |
586,706 | 659,400 | ||||||
Share-based payments |
31,601 | 23,046 | ||||||
Other accumulated comprehensive losses |
(5,976 | ) | (3,511 | ) | ||||
Accumulated losses |
(47,072 | ) | (170,417 | ) | ||||
|
|
|
|
|||||
Total Equity |
565,259 |
508,518 |
||||||
|
|
|
|
|||||
Deferred income tax liabilities |
175,420 | 135,567 | ||||||
Lease liabilities |
19,408 | 17,498 | ||||||
Provisions |
29,657 | 23,909 | ||||||
Borrowings |
447,751 | 349,559 | ||||||
Warrants |
2,544 | 362 | ||||||
Employee benefits |
7,822 | 3,461 | ||||||
Trade and other payables |
50,159 | 0 | ||||||
|
|
|
|
|||||
Total noncurrent liabilities |
732,761 |
530,356 |
||||||
|
|
|
|
|||||
Provisions |
2,880 | 2,084 | ||||||
Lease liabilities |
7,666 | 6,183 | ||||||
Borrowings |
163,222 | 190,227 | ||||||
Salaries and payroll taxes |
17,491 | 11,508 | ||||||
Income tax liability |
44,625 | 0 | ||||||
Other taxes and royalties |
11,372 | 5,117 | ||||||
Trade and other payables |
138,482 | 118,619 | ||||||
|
|
|
|
|||||
Total current liabilities |
385,738 |
333,738 |
||||||
|
|
|
|
|||||
Total liabilities |
1,118,499 |
864,094 |
||||||
|
|
|
|
|||||
Total equity and liabilities |
1,683,758 |
1,372,612 |
||||||
|
|
|
|
|||||
Dividends and Shares |
||||||||
Number of shares |
89,178,231 | 87,851,288 | ||||||
Dividends declared |
— | — | ||||||
Dividends declared per-share |
— | — |
Year ended December 31 2021 |
Year ended December 31 2020 |
Year ended December 31, 2019 |
||||||||||
Net production volumes (1) : |
||||||||||||
Oil (MMbbl) |
11.1 | 6.7 | 6.7 | |||||||||
Natural Gas (Bncf) |
16.4 | 15.8 | 20.8 | |||||||||
NGL (MMboe) |
0.2 | 0.2 | 0.3 | |||||||||
Total (MMboe) |
14.2 | 9.7 | 10.6 |
Year ended December 31 2021 |
Year ended December 31 2020 |
Year ended December 31, 2019 |
||||||||||
Average daily net production (boe/d) |
38,845 | 26,594 | 29,112 | |||||||||
Average realized sales price: |
||||||||||||
Oil (US$/bbl) |
54.9 | 37.2 | 53.0 | |||||||||
Natural Gas (US$/MMBtu) |
3.2 | 2.0 | 3.3 | |||||||||
NGL (US$/tn) |
312 | 205 | 272 | |||||||||
Average realized sales price (US$/boe) |
46.0 | 28.1 | 39.1 | |||||||||
Average unit costs (US$/boe) (2) : |
||||||||||||
Operating expenses |
7.6 | 9.0 | 10.8 | |||||||||
Royalties (3) |
6.1 | 4.0 | 5.7 | |||||||||
Depreciation, depletion and amortization |
13.5 | 15.2 | 14.4 | |||||||||
Other data (in thousands of US$) |
||||||||||||
Operating expenses |
107,123 | 88,018 | 114,431 | |||||||||
Royalties (3) |
86,241 | 38,908 | 61,008 | |||||||||
Depreciation, depletion and amortization |
191,313 | 147,674 | 153,001 |
(1) |
Measured based on our working interest. There was no production due to others during the applicable periods. Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. |
(2) |
We calculate average unit costs per boe by dividing operating expenses, royalties or depreciation, depletion and amortization for the relevant period, as applicable, by average daily net production multiplied by days in each period (365 days for 2019,366 days for 2020 and 365 days for 2021). |
(3) |
Measured based on our working interest. Royalties are applied to the total production of the concessions, and are calculated by applying the applicable royalty rate to the production, after discounting certain expenses in order to bring the value of the cubic meter of crude oil, natural gas and liquefied gas at a price from wellhead. |
2021 |
||||||||||||||||
Three-month period ended December 31, |
Three-month period ended September 30, |
Three-month period ended June 30, |
Three-month period ended March 31, |
|||||||||||||
Average Brent Oil Price (US$per bbl) (1) |
79.7 | 73.2 | 69.1 | 61.3 | ||||||||||||
Average Medanito Crude Oil Price (US$per bbl) (2)(3) |
56.54 | 53.95 | 52.27 | 49.49 | ||||||||||||
Average Natural Gas Price (US$per MMBtu) (3) |
2.74 | 3.66 | 3.38 | 2.21 | ||||||||||||
Net production volumes: |
||||||||||||||||
Oil (MMbbl) |
2.98 | 2.85 | 2.87 | 2.38 | ||||||||||||
Natural Gas (Bncf) |
4.2 | 4.5 | 4.1 | 3.6 | ||||||||||||
NGL (MMboe) |
0.05 | 0.05 | 0.04 | 0.04 | ||||||||||||
Total (Mboe) |
3.78 | 3.70 | 3.63 | 3.07 | ||||||||||||
Average realized sales price: |
||||||||||||||||
Oil (US$/bbl) |
60.6 | 57.0 | 54.9 | 45.5 | ||||||||||||
Natural Gas (US$/MMBtu) |
2.7 | 4.1 | 3.5 | 2.0 | ||||||||||||
NGL (US$/tn) |
407 | 341 | 314 | 244 | ||||||||||||
Lifting Cost (US$/boe) |
8.0 | 7.3 | 7.3 | 7.5 | ||||||||||||
Number of conventional wells drilled |
2 | 4 | 1 | 0 | ||||||||||||
Number of shale wells drilled |
7 | 4 | 4 | 4 | ||||||||||||
Revenue from contracts with customers |
196,004 | 175,005 | 165,277 | 115,901 |
(1) |
Source |
(2) |
Light oil extracted from the Neuquina Basin. Source |
(3) |
Source |
(4) |
Source |
(i) | the volume of crude oil, natural gas and liquid gas we produce and sell; |
(ii) | the effects of the COVID-19 outbreak and the measures adopted by the countries in which we operate as a result of the pandemic; |
(iii) | pricing regulation, mainly related to gas; |
(iv) | export administration by the Argentine and Mexican governments and domestic supply requirements; |
(v) | international and domestic prices of crude oil and oil products; |
(vi) | discount of our oil production to market prices; |
(vii) | our capital expenditures and financing availability; |
(viii) | cost increases; |
(ix) | market demand for hydrocarbon products; |
(x) | operational risks, labor strikes and other forms of public protest; |
(xi) | taxes, including export taxes; |
(xii) | regulation of capital flows; |
(xiii) | exchange rates; |
(xiv) | interest rates; and |
(xv) | changes to demand for hydrocarbon products and related services as the result of COVID-19 pandemic related disruptions. |
2021 |
2020 |
2019 |
2018 |
2017 |
2016 |
|||||||||||||||||||
Real GDP (% change) (3) |
10.3 | (1) |
(9.9 | ) (1) |
(2.0 | ) (2) |
2.6 | (2.1 | ) | 2.7 | ||||||||||||||
Nominal GDP (in millions of AR$) (3) |
46,687,236 | (1) |
27,481,440 | (1) |
21,802,256 | (2) |
14,744,811 | 10,660,228 | 8,228,160 | |||||||||||||||
Consumer Price Index (CPI) variation (in %) (4) |
50.9 | 36.1 | 53.8 | 47.6 | 24.8 | 41.0 | ||||||||||||||||||
Nominal Exchange Rate (in AR$/US$at period end) |
102.8 | 84.1 | 59.9 | 37.8 | 18.8 | 15.9 |
(1) |
Preliminary data. |
(2) |
Provisional data. |
(3) |
Source: INDEC. Preliminary and provisional data are shown as stated by INDEC. |
(4) |
The inflation from 2013 to 2016 corresponds to the one published by the Buenos Aires City Government. |
(5) |
Data in accordance with foreign exchange rate set forth in Communication “A” 3,500 issued by the Argentine Central Bank. |
Average (1) |
End of Period |
|||||||
Year Ended December 31, 2017 |
16.6 | 18.8 | ||||||
Year Ended December 31, 2018 |
28.1 | 37.8 | ||||||
Year Ended December 31, 2019 |
49.5 | 59.9 | ||||||
Year Ended December 31, 2020 |
70.6 | 84,1 | ||||||
Year Ended December 31, 2021 |
95.2 | 102.8 | ||||||
Month Ended September 31, 2021 |
98.3 | 98.7 | ||||||
Month Ended October 31, 2021 |
99.2 | 99.7 | ||||||
Month Ended November 30, 2021 |
100.3 | 100.9 | ||||||
Month Ended December 31, 2021 |
101.9 | 102.8 | ||||||
Month Ended January 31, 2022 |
104.0 | 105.0 | ||||||
Month Ended February 28, 2022 |
106.3 | 107.4 | ||||||
Month Ended March 31, 2022 |
109.5 | 110.0 |
(1) |
Yearly data reflect average of month-end rates. Monthly data reflect average of day-end rates. |
Average (1) |
End of Period |
|||||||
Year Ended December 31, 2017 |
18.9 | 19.7 | ||||||
Year Ended December 31, 2018 |
19.2 | 19.7 | ||||||
Year Ended December 31, 2019 |
19.3 | 18.9 | ||||||
Year Ended December 31, 2020 |
21.5 | 19.9 | ||||||
Year Ended December 31, 2021 |
20.3 | 20.6 | ||||||
Month Ended September 31, 2021 |
20.0 | 20.3 | ||||||
Month Ended October 31, 2021 |
20.5 | 20.3 | ||||||
Month Ended November 30, 2021 |
20.8 | 21.8 | ||||||
Month Ended December 31, 2021 |
21.0 | 20.6 | ||||||
Month Ended January 31, 2022 |
20.5 | 20.7 | ||||||
Month Ended February 31, 2022 |
20.5 | 20.7 | ||||||
Month Ended March 31, 2022 |
20.6 | 20.0 |
(1) |
Reflects average of day-end rates. |
2021 |
2019 |
2018 |
2017 |
2016 |
2015 |
|||||||||||||||||||||||||||||||||||
Q4 |
Q3 |
Q2 |
Q1 |
2020 |
||||||||||||||||||||||||||||||||||||
Average Brent Oil Price (per bbl) (1) |
79.7 | 73.2 | 69.1 | 61.3 | 43.2 | 43.2 | 71.69 | 54.74 | 45.13 | 53.60 | ||||||||||||||||||||||||||||||
Average 25 de Mayo-Medanito Crude Oil Price (per bbl) (2) |
56.54 | 53.95 | 52.27 | 49.49 | 40.64 | 54.0 | 64.98 | 56.52 | 63.40 | 74.59 | ||||||||||||||||||||||||||||||
Average Natural Gas Price (per MMBtu) (3) |
2.74 | 3.66 | 3.38 | 2.21 | 2.29 | 3.35 | 4.42 | 3.76 | 3.21 | 2.08 |
(1) |
Source |
(2) |
Light oil extracted from the Neuquina Basin. Source |
(3) |
Source |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
|||||||||||||||
(in thousands of US$except per share data) |
(% of revenues) |
(in thousands of US$except per share data) |
(% of revenues) |
|||||||||||||
Revenue from contract with customers |
652,187 | 100 | % | 273,938 | 100 | % | ||||||||||
Cost of sales |
(385,582 | ) | (59 | )% | (271,505 | ) | (99 | %) | ||||||||
Gross profit |
266,605 |
41 | % | 2,433 |
1 |
% | ||||||||||
Selling expenses |
(42,748 | ) | (7 | )% | (24,023 | ) | (9 | %) | ||||||||
General and administrative expenses |
(45,858 | ) | (7 | )% | (33,918 | ) | (12 | %) | ||||||||
Exploration expenses |
(561 | ) | (0 | )% | (646 | ) | (0 | %) | ||||||||
Other operating income |
23,285 | 4 | % | 5,573 | 2 | % | ||||||||||
Other operating expenses |
(4,214 | ) | (1 | )% | (4,989 | ) | (2 | %) | ||||||||
Reversal / (Impairment) of long- lived assets |
14,044 | 2 | % | (14,438 | ) | (5 | %) | |||||||||
Operating profit / (loss) |
210,553 |
32 | % | (70,008 |
) |
(26 |
%) | |||||||||
Interest income |
65 | 0 | % | 822 | 0 | % | ||||||||||
Interest expense |
(50,660 | ) | (8 | )% | (47,923 | ) | (17 | %) | ||||||||
Other financial results |
(7,194 | ) | (1 | )% | 4,247 | 2 | % | |||||||||
Financial results, net |
(57,789 | ) | (9 | )% | (42,854 | ) | (16 |
%) | ||||||||
(Loss)/Profit before income tax |
152,764 |
23 | % | (112,862 |
) |
(41 |
%) | |||||||||
Current income tax (expense) |
(62,419 | ) | (10 | )% | (184 | ) | (0 | %) | ||||||||
Deferred income tax (expense) / benefit |
(39,695 | ) | (6 | )% | 10,297 | 4 | % | |||||||||
Income tax benefit / (expense) |
(102,114 |
) |
(16 | )% | 10,113 |
4 |
% | |||||||||
Profit / (loss) for the year |
50,650 |
8 | % | (102,749 |
) |
(38 |
%) | |||||||||
Other comprehensive income |
||||||||||||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent periods |
||||||||||||||||
- (Loss) / profit from actuarial remediation related to defined benefit plans |
(4,513 | ) | (1 | )% | 460 | 0 | % | |||||||||
- Deferred income tax benefit / (expense) |
2,048 | 0 | % | (114 | ) | (0 | %) | |||||||||
Other comprehensive income that shall not be reclassified to profit or loss in subsequent years |
(2,465 |
) |
(0 | )% | 346 |
0 |
% | |||||||||
Other comprehensive income for the year, net of income taxes |
(2,465 |
) |
(0 | )% | 346 |
0 |
% | |||||||||
Total comprehensive profit / (loss) for the year |
48,185 |
7 | % | (102,403 |
) |
(37 |
%) | |||||||||
(Losses)/Earnings per share attributable to equity holders of the parent |
||||||||||||||||
Basic (In U.S. Dollars per share): |
0.574 | N/A | (1.175 | ) | N/A | |||||||||||
Diluted (In U.S. Dollars per share): |
0.543 | N/A | (1.175 | ) | N/A |
Types of goods |
For the year ended December 31, 2021 |
For the year ended December 31, 2020 |
||||||
Revenues from crude oil sales |
593,060 | 236,596 | ||||||
Revenues from natural gas sales |
54,301 | 33,575 | ||||||
Revenues from NGL sales |
4,826 | 3,767 | ||||||
Revenue from contracts with customers |
652,187 |
273,938 |
For the year ended December 31, 2021 |
For the year ended December 31, 2020 |
|||||||
(in thousands of US$) |
||||||||
Operation costs |
(107,123 | ) | (88,018 | ) | ||||
Crude oil stock fluctuation |
(905 | ) | 3,095 | |||||
Depreciation, depletion and amortization |
(191,313 | ) | (147,674 | ) | ||||
Royalties |
(86,241 | ) | (38,908 | ) | ||||
Cost of sales |
(385,582 |
) |
(271,505 |
) |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
|||||||||||||||
(in thousands of US$except per share data) |
(% of revenues) |
(in thousands of US$except per share data) |
(% of revenues) |
|||||||||||||
Revenue from contract with customers |
273,938 | 100 | % | 415,976 | 100 | % | ||||||||||
Cost of sales |
(271.505 | ) | (99 | %) | (328,130 | ) | (79 | %) | ||||||||
Gross profit |
2,433 |
1 |
% |
87,846 |
21 |
% | ||||||||||
Selling expenses |
(24,023 | ) | (9 | %) | (27,138 | ) | (7 | %) | ||||||||
General and administrative expenses |
(33,918 | ) | (12 | %) | (42,400 | ) | (10 | %) | ||||||||
Exploration expenses |
(646 | ) | (0 | %) | (676 | ) | (0 | %) | ||||||||
Other operating income |
5,573 | 2 | % | 3,165 | 1 | % | ||||||||||
Other operating expenses |
(4,989 | ) | (2 | %) | (6,180 | ) | (1 | %) | ||||||||
Impairment of long-lived assets |
(14,438 | ) | (5 | %) | — | — | ||||||||||
Operating profit |
(70,008 |
) |
(26 |
%) |
14,617 |
4 |
% | |||||||||
Interest income |
822 | 0 | % | 3,770 | 1 | % | ||||||||||
Interest expense |
(47,923 | ) | (17 | %) | (34,163 | ) | (8 | %) | ||||||||
Other financial results |
4,247 | 2 | % | (715 | ) | (0 | %) | |||||||||
Financial results, net |
(42,854 | ) | (16 |
%) |
(31,108 |
) |
(7 |
%) | ||||||||
(Loss) before income tax |
(112,862 |
) |
(41 |
%) |
(16,491 |
) |
(4 |
%) | ||||||||
Current income tax (expense) |
(184 | ) | (0 | %) | (1,886 | ) | (0 | %) | ||||||||
Deferred income tax (expense) / benefit |
10,297 | 4 | % | (14,346 | ) | (3 | %) | |||||||||
Income tax benefit / (expense) |
10,113 |
4 |
% |
(16,232 |
) |
(4 |
%) | |||||||||
Net loss for the year |
(102,749 |
) |
(38 |
%) |
(32,723 |
) |
(8 |
%) | ||||||||
Other comprehensive income |
||||||||||||||||
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods |
||||||||||||||||
- Remeasurements profit / (loss) related to defined benefits plans |
460 | 0 | % | (1,577 | ) | (0 | %) | |||||||||
- Deferred income tax (expense) / benefit |
(114 | ) | (0 | %) | 394 | 0 | % | |||||||||
Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods |
346 |
0 |
% |
(1,183 |
) |
(0 |
%) | |||||||||
Other comprehensive income (loss) for the year/period, net of tax |
346 |
0 |
% |
(1,183 |
) |
(0 |
%) | |||||||||
Total comprehensive (loss) for the year |
(102,403 |
) |
(37 |
%) |
(33,906 |
) |
(8 |
%) | ||||||||
Loss per share attributable to equity holders of the parent |
||||||||||||||||
Basic and Diluted (In U.S. Dollars per share): |
(1.175 | ) | N/A | (0.409 | ) | N/A |
Types of goods |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
||||||
Revenues from crude oil |
236,596 | 338,272 | ||||||
Revenues from natural gas |
33,575 | 71,524 | ||||||
Revenues from NGL |
3,767 | 6,180 | ||||||
Revenues from contracts with customers |
273,938 |
415,976 |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
|||||||
(in thousands of US$) |
||||||||
Operating expenses |
(88,018 | ) | (114,431 | ) | ||||
Crude oil stock fluctuation |
3,095 | 310 | ||||||
Depreciation, depletion and amortization |
(147,674 | ) | (153,001 | ) | ||||
Royalties |
(38,908 | ) | (61,008 | ) | ||||
Cost of sales |
(271.505 |
) |
(328,130 |
) |
• | changes in oil, natural gas and liquid gas prices and our ability to generate cash flows from our operations; |
• | our capital expenditure requirements; and |
• | the level of our outstanding indebtedness and the interest we are obligated to pay on this indebtedness. |
• | we entered into a bridge loan agreement (the “Bridge Loan”) with Citibank, N.A., Credit Suisse AG Cayman Islands Branch and Morgan Stanley Senior Funding, Inc. in an aggregate principal amount equal to US$260.0 million, maturing on February 11, 2019, bearing interest at a variable rate between 3.25% and 5%. The Bridge Loan was prepaid in full on or about July 19, 2018 with the proceeds of the Credit Agreement. |
• | approximately 31.29% of holders of series A shares exercised their redemption rights, as a result of which 20,340,685 series A shares were redeemed for an amount of US$204.6 million. The holders of remaining series A shares were capitalized net of the deferred offering expenses paid to the underwriters in our initial global offering for an amount of US$442.5 million, and |
• | we obtained from a private placement transaction a capital contribution of US$95,000,000 representing 9,500,000 series A shares that were paid in. |
Payments due by period |
||||||||||||
Total |
Short Term (Less than 1 year) |
Long Term (More than 1 year) |
||||||||||
(in thousands of US$) |
||||||||||||
Employee Benefit Plan |
11,812 | 1,204 | 10,608 | |||||||||
Lease Agreements |
44,722 | 10,460 | 34,262 | |||||||||
|
|
|
|
|
|
|||||||
Total |
56,534 |
11,664 |
44,870 |
|||||||||
|
|
|
|
|
|
For the year ended December 31, 2021 |
For the year ended December 31, 2020 |
For the year ended December 31, 2019 |
||||||||||
Cash flows provided by (used in) |
||||||||||||
Operating activities |
401,393 | 93,779 | 134,258 | |||||||||
Investing activities |
(295,456 | ) | (156,099 | ) | (235,009 | ) | ||||||
Financing activities |
6,525 | 30,892 | 266,301 | |||||||||
Net increase (decrease) in cash and cash equivalents |
112,462 |
(31,428 |
) |
165,550 |
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
• | determine general strategies applicable to the issuer; |
• | approve guidelines for the use of corporate assets; |
• | approve, on an individual basis, transactions with related parties, subject to certain limited exceptions; |
• | approve unusual or exceptional transactions and any transactions that imply the acquisition or sale of assets with a value equal to or exceeding 5% of the issuer’s consolidated assets or that imply the provision of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of the issuer’s consolidated assets; |
• | approve the appointment or removal of the chief executive officer; |
• | approve waivers in respect of corporate opportunities; |
• | approve accounting and internal control policies; |
• | approve the chief executive officers’ annual report and corrective measures for irregularities; and |
• | approve policies for disclosure of information. |
Name |
Position |
Independent* |
Age |
Appointed |
Term Expires on |
|||||||||||||||
Miguel Galuccio |
Chairman | No | 54 | 2017 | No expiration date | |||||||||||||||
Susan L. Segal |
Director | Yes | 69 | 2017 | No expiration date | |||||||||||||||
Mauricio Doehner Cobian |
Director | Yes | 47 | 2017 | No expiration date | |||||||||||||||
Pierre-Jean Sivignon |
Director | Yes | 65 | 2018 | No expiration date | |||||||||||||||
Gerard Martellozo** |
Director | No | 66 | 2022 | No expiration date | |||||||||||||||
Germán Losada** |
Director | Yes | 37 | 2022 | No expiration date |
* | Independent under NYSE standards, applicable SEC rules and the CNBV Rules. |
** | Appointed in the Shareholders’ Meeting held on April 26, 2022. |
• | Pierre-Jean Sivignon (chair); |
• | Mauricio Doehner Cobian; and |
• | Mark Bly* |
* | To be replaced by Germán Losada as newly appointed independent member of the Board. |
• | Mauricio Doehner Cobian (chair); |
• | Pierre-Jean Sivignon; |
• | Susan L. Segal; and |
• | Mark Bly* |
* | To be replaced by Germán Losada as newly appointed independent member of the Board. |
• | Susan L. Segal (chair); |
• | Pierre-Jean Sivignon; |
• | Mauricio Doehner Cobian; and |
• | Mark Bly |
* | Independent under NYSE standards, applicable SEC rules and the CNBV Rules |
Name |
Position |
Age | ||
Miguel Galuccio | Chairman and Chief Executive Officer | 54 | ||
Pablo Manuel Vera Pinto | Chief Financial Officer | 44 | ||
Juan Garoby | Chief Operations Officer | 51 | ||
Alejandro Cherñacov | Strategic Planning and Investor Relations Officer | 40 |
As of |
||||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Vista |
411 | 382 | 304 |
ITEM 7. |
MAJOR SHAREHOLDER AND RELATED PARTY TRANSACTIONS |
ITEM 7A. |
MAJOR SHAREHOLDERS |
Shareholders |
Amount |
% of class |
||||||
Series A shares |
||||||||
Kensington Investments B.V. (1) |
15,833,000 | 17.11 | % | |||||
Miguel Galuccio (2) |
8,433,073 | 8.94 | % |
Shareholders |
Amount |
% of class |
||||||
Series C shares |
||||||||
Vista SH, LLC (3) |
1 | 50.00 | % | |||||
Vista Sponsor Holdings, L.P. (3) |
1 | 50.00 | % |
(1) |
Based on a Schedule 13G filed with the SEC on November 19, 2019. Kensington Investments B.V. is a wholly-owned subsidiary of the Abu Dhabi Investment Council Company P.J.S.C., a public joint stock company indirectly owned by the government of Emirate of Abu Dhabi in the United Arab Emirates. Kensington Investments B.V. held 12,500,000 series A shares (represented by ADSs) and 10 million warrants of the Company currently convertible upon exercise into 3,333,333 series A shares. |
(2) |
As of the date of this annual report, our Chairman holds (i) 3,287,592 series A shares, (ii) 4,452,000 warrants convertible upon exercise into 1,484,000 series A shares, (iii) 3,202,956 vested Stock Options, (iv) 2,743,234 unvested Stock Options (of which 272,331 vest within 60 days), (v) 1,347,255 Restricted Stock (of which 186,194 vest within 60 days), and (vi) 1,638,298 Performance Restricted Stock (which do not vest within 60 days of the date of this annual report). |
(3) |
Vista Sponsors Holdings, L.P. and Vista SH, LLC are each the holder of one Series C share. Riverstone Vista Holdings Limited is the sole member of Riverstone Vista Holdings GP, L.L.C., which is the general partner of Vista Sponsors Holdings, L.P., which is the managing member of Vista SH, LLC. Riverstone Vista Holdings Limited is managed by a three-person board, and no one director may act alone to direct the voting or disposition of the Series C shares held by each of Vista Sponsors Holdings, L.P. and Vista SH, LLC. |
ITEM 7B. |
RELATED PARTY TRANSACTIONS |
Consolidated for the year ended December 31, 2021 |
||||
Short-term employee benefits |
11,626 | |||
Termination benefits |
— | |||
Share-based payment transactions |
8,875 | |||
|
|
|||
Total |
20,501 |
ITEM 7C. |
INTERESTS OF EXPERTS AND COUNSEL |
ITEM 8. |
FINANCIAL INFORMATION |
ITEM 9. |
THE OFFER AND LISTING |
• | includes private placement exemptions directed to Mexican institutional and qualified investors, and specifies the requirements that need to be satisfied for an issuer or underwriter to fall within the exemption; |
• | includes improved rules for tender offers, dividing them in either voluntary or mandatory; |
• | establishes standards for disclosure of holdings applicable to shareholders of public companies; |
• | expands and strengthens the role of the board of directors of public companies; |
• | defines the role of the chief executive officer and other relevant officers of public corporations; |
• | defines the standards applicable to the board of directors and the duties and potential liabilities and penalties applicable to each director, the chief executive officer and other executive officers and the audit and corporate governance committee (introducing concepts such as the duty of care, duty of loyalty and safe harbors for actions attributable to directors and officers); |
• | replaces the statutory auditor ( comisario |
• | improves the rights of minority shareholders (including the right to initiate shareholders’ derivative suits); |
• | defines applicable sanctions for violation of law; |
• | provides flexibility to allow regulated Mexican brokerage firms to engage in certain limited activities; |
• | regulates stock exchanges, clearinghouses, futures and derivatives markets, and rating agencies; |
• | establishes penalties (including incarceration), arising from violations of the Mexican Securities Market Law and regulations thereunder; |
• | establishes that public companies are considered a single economic unit with the entities they control for reporting accounting and other purposes; |
• | introduces concepts such as consortiums, groups of related persons or entities, control and decision-making power; |
• | defines rules relating to the types of securities that may be offered by public companies; |
• | sets forth information for share repurchases; and |
• | specifies requirements for implementing anti-takeover measures. |
• | a comprehensive annual report prepared in accordance with the General Regulations, by no later than April 30 of each year, which must include (i) audited annual financial statements and (ii) reports on the activities carried out by the audit and corporate governance committee; |
• | quarterly reports, within 20 business days following the end of each of the first three quarters and 40 business days following the end of the fourth quarter; |
• | reports disclosing material information; |
• | reports and disclosure memoranda revealing corporate restructurings such as mergers, spin-offs or acquisitions or sales of assets, approved by shareholders’ meeting or the board of directors; |
• | reports regarding the policies and guidelines with respect to the use of the company’s (or its subsidiaries) assets by related persons; and |
• | details dealing with agreements among shareholders. |
• | the information is related to transactions that have not been consummated; |
• | there is no public information in the mass media relating to the material event; and |
• | no unusual price or volume fluctuation occurs. |
• | if the issuer does not disclose a material event; |
• | failure by the issuer to timely or adequately comply with its reporting obligations; |
• | significant exceptions or comments contained in the auditors’ opinions of the issuer’s financial statements, or determinations that such financial statements were not prepared in accordance with the applicable accounting procedures and policies; or |
• | upon price or volume volatility or changes in the trading of the relevant securities that are not consistent with the historic performance of the securities and cannot be explained solely through information made publicly available pursuant to the General Regulations. |
• | members of a listed issuer’s board of directors; |
• | shareholders directly or indirectly controlling 10% or more of a listed issuer’s outstanding capital stock; and |
• | officers. |
ITEM 10. |
ADDITIONAL INFORMATION |
(i) | acquire, by any legal means, any type of assets, stock, partnership interests, equity interests or interests in any kind of commercial or civil companies, associations, partnerships, trusts or any kind of entities within the energy sector, whether such entities are Mexican or foreign, at the time of their inception or at a later time as well as sell, assign, transfer, negotiate, encumber or otherwise dispose of or pledge such assets, stocks, equity interests or interests; |
(ii) | participate as a partner, shareholder or investor in all businesses or entities, whether mercantile or civil, associations, trusts or any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of incorporated companies, as well as to exercise the corporate and economic rights derived from such participation and to buy, vote, sell, transfer, subscribe, hold, use, encumber, dispose, modify or auction under any title, such shares, equity interests or other kind of interests, as well as participations of all kind in entities subject to applicable law, as it is necessary or convenient; |
(iii) | issue and place shares representative of its social capital, either through public or private offerings, in national or foreign stock exchange markets; |
(iv) | issue or place warrants, either through public or private offerings, by shares representing their capital stock or any other type of securities, in domestic or foreign stock exchange markets; and |
(v) | issue or place negotiable instruments, debt instruments or any other value, either through public or private offerings, in domestic or foreign stock exchange markets. |
(i) | discuss, approve or modify reports of the chairmen of both the audit committee and the corporate practices committee; |
(ii) | discuss, approve or modify reports of our Chief Executive Officer, pursuant to Article 28, Section IV, and Article 44, Section XI, of the Mexican Securities Market Law, or any other provision replacing them from time to time and other applicable law; |
(iii) | discuss, approve or modify reports of the board of directors, pursuant to sub-paragraph (b) of Article 172 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law; |
(iv) | review the opinion of the board of directors regarding the content of the Chief Executive Officer’s reports; |
(v) | decide on the use of profits, if any; |
(vi) | appoint members of our board of directors, the Secretary and Deputy Secretary and the members of committees, as well as their respective substitutes, as the case may be, and appoint or remove the chairmen of both the audit committee and the corporate practices committee; |
(vii) | determine the independence of directors; |
(viii) | determine the maximum amount of corporate funds that may be used for the repurchase of our own securities; |
(ix) | approve transactions that we intend to carry out in the course of the fiscal year, when such transactions, or a series of transactions considered together on an aggregate basis based on certain shared characteristics (as determined by the Mexican Securities Market Law), represent an amount that is 20% or more of our consolidated assets, determined on the basis of the value of our consolidated assets at the end of the immediately preceding quarter (in such meetings, the shareholders with limited or restricted voting rights may vote); and/or |
(x) | handle any other matter in accordance with applicable law and that is not specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting. |
(i) | amend our bylaws to prevent an acquisition of our securities that would provide an acquirer or acquirers control of our Company; |
(ii) | increase our capital stock pursuant to the terms of Article 53 of the Mexican Securities Market Law, or any other provision replacing it from time to time; |
(iii) | cancel the registration any of our capital stock or the certificates representing such securities with the RNV; |
(iv) | generally amend our bylaws; |
(v) | approve the cancellation of shares representing our capital stock with distributable profits and the issuance of dividend certificates or limited-voting, preferential or any other kind of shares different from ordinary shares; and/or |
(vi) | handle any other matter in accordance with applicable law or our bylaws that expressly requires a special quorum or is specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting. |
• | performing all transactions and executing, amending and terminating agreements entered into pursuant to carrying out our corporate purposes; |
• | opening, managing and canceling bank accounts, including, but not limited to, the authority to appoint signatories who may draw funds from such account; |
• | withdrawing all types of deposits; |
• | appointing and removing the chief executive officer and setting his or her total compensation, as well as the establishing policies for the appointment and total compensation of other relevant directors; |
• | granting and revoking general and special powers of attorney; |
• | opening and closing branch offices, agencies and dependencies; |
• | executing all resolutions adopted at general shareholders’ meetings; |
• | representing our Company where we may have an interest or other participation in other companies or entities, as well as buying or subscribing for shares or partnership interests therein, at the time of such entities’ incorporation or at any other time; |
• | filing all types of claims and amparo |
• | initiating criminal claims and complaints, and act as an adjudicant before the Argentine Public Prosecutor ( Ministerio Público Argentino |
• | accepting on our behalf mandates of legal entities or persons, either national or foreign; |
• | authorizing our Company or our subsidiaries to make real or personal guarantees, as well as any fiduciary involvement in order to secure our liabilities and become a joint obligor, guarantor, surety and an obligor in general in compliance with third party liabilities and establish the necessary guarantees in order to secure such compliance; |
• | approving information and communication policies for shareholders and the market; |
• | calling for ordinary and extraordinary general and special shareholders’ meetings and executing the resolutions thereof; |
• | creating committees and appointing directors to serve as members on such committees (except for the appointment and ratification of chairmen of the audit committee and corporate practices committee, who shall be appointed by resolution at a general shareholders’ meeting); |
• | establishing strategies to fulfill our corporate purposes; |
• | taking any action authorized by article 28 of the Mexican Securities Market Law or any other provision replacing it from time to time; |
• | approving the terms and conditions for the public offering and transfer of our treasury shares issued pursuant to Article 53 of the Mexican Securities Market Law; |
• | appointing the person or persons in charge of carrying out the acquisition or placement of shares authorized by a shareholders’ meeting, pursuant to Article 56 of the Mexican Securities Market Law, as well as the terms and conditions of such acquisitions and placements, within the limits set forth by the Mexican Securities Market Law and the relevant shareholders’ meeting, and inform the shareholders’ meeting of the result, in any fiscal year, of the exercise of such authorities; |
• | appointing provisional directors, pursuant to the provisions of the Mexican Securities Market Law; |
• | approving the terms and conditions of settlements through which the liability of any director for breach of the duties of diligence or loyalty is resolved; |
• | general power of attorney for lawsuits and collections and acts of administration for labor matters, including, without limitation, as further detailed in our bylaws and power of attorney for lawsuits and collections and for acts of administration for labor matters so that the Board of Directors may act as our representative in all labor maters and have the authorities to execute all kinds of agreements and carry out all kinds of actions in such regard; |
• | granting, revoking and canceling general and special powers of attorney within the scope of its authority and granting their substitution and delegation authority, except for those authorities the exercise of which is limited to the Board of Directors pursuant to applicable law or our bylaws; and |
• | entering into any and all necessary or convenient legal acts, agreements and/or documents. |
• | if the redemption is intended to redeem all shares held by our shareholders, such redemption shall be made so that the shareholders shall continue to have the same proportion of shares they had before such redemption took place; |
• | if the redemption is intended to redeem shares that are listed on a stock exchange, such redemption will be made through the acquisition of our own shares on such said stock exchange in accordance with the terms and conditions approved by resolution at a general shareholders’ meeting, which may delegate to the board of directors or special deputies the authority to determine the system, prices, terms and other conditions for that end and the relevant shareholders’ resolutions shall be published in the electronic system of the Mexican Ministry of Economy; and |
• | the redeemed shares and the certificates representing them are canceled, with the corresponding capital decrease. |
• | pursuant to the provisions set forth in Article 50, Section III of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law, the holders of shares with voting rights (even limited or restricted) represented in an ordinary or extraordinary general shareholders’ meeting, holding 10% or more of our outstanding capital stock either individual or jointly, may request to postpone a meeting for one time only, for three calendar days and without a new call needed with respect to the voting on any matter on which they consider themselves not to be sufficiently informed, notwithstanding the percentage provided in the article 199 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time or any other applicable provisions; |
• | the holders of shares with voting rights (even limited or restricted) that individually or jointly represent 20% or more of our outstanding capital stock, may oppose in court resolutions adopted at general shareholders’ meetings regarding matters on which they have voting rights, notwithstanding the percentage referred to in Article 201 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time provided that certain requirements are fulfilled; |
• | shareholders that, individually or jointly, are holders of the shares with voting rights (even limited or restricted rights) representing 10% or more of our outstanding capital stock, shall have cause of action against any or all of our board members, directors, the Chief Executive Officer or any other relevant officer for failing to comply with his or her duty of diligence and duty of loyalty or against such legal entity that such person manages or over which he or she has a significant influence; and |
• | shareholders that, individually or jointly, hold shares with or without voting rights that represent 10% or more of our outstanding capital stock, shall have the right to appoint and/or remove from office, upon resolution adopted at a general shareholders’ meeting, one director for each 10% of outstanding capital stock held such board member may only be removed from office if all the members of the board of directors are removed, in which case the board members who were removed shall not be appointed again during the 12 months following from the date of such removal. |
• | the number and class or series of shares held by the applicable person or persons and/or any related persons thereof, the group, business group or consortium (a) be it as an owner or co-owner, directly or through any person or related person, and/or (b) regarding shares subject to an executed Voting Agreement; |
• | the number and class or series of shares that it intends to acquire, whether directly or indirectly, by any means, through Acquisition or that is the subject of a Voting Agreement; as well as the minimum price to be paid for each share related with the corresponding acquisition. |
• | (a) the percentage which the shares referred to in subsection (i) above represents of the total of our issued and outstanding shares, and (b) the percentage that the sum of the shares referred to in subsections (i) and (ii) above represent of our issued and outstanding shares; provided that for (a) and (b) the total of our issued and outstanding shares may be determined by the total number of shares that we report as outstanding to the stock exchange on which they are listed; |
• | the identity and nationality of the person or persons, group, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement; provided that if any of them is a corporate entity, the identity and nationality of each of the partners, shareholders, founders, beneficiaries or any equivalent thereto that ultimately has direct or indirect control of such entity in accordance with our bylaws; |
• | the reasons and objectives pursuant to which the person or persons, group of persons, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement, in particular if they intend to acquire, directly or indirectly, (a) shares in addition to those referred in the authorization request, (b) 20% ownership of our capital stock, (c) control of our Company, or (d) significant influence in our Company, as well as the intended role with respect to the policies and management of our Company and any amendment they would like to propose with respect to the policies and management of our Company; |
• | if the person or persons, group, business group or consortium have direct or indirect ownership in the capital stock or in the management and operation of a competitor or any related person to a competitor, if they have any economic or business relationship with a competitor or with any related person to a competitor or if any related person of theirs is a competitor; |
• | if they have the authority to acquire shares or execute a Voting Agreement, in accordance with our bylaws and applicable law, or if they are in the process of obtaining any such authorization or consent from any person, and the terms and timing on which they expect to obtain it; |
• | the origin of the funds they intend to use to pay the price of the shares requested; provided that with respect to funds obtained from financing, the requesting party shall specify the identity and nationality of the person providing such funding and if such person is a competitor or a related person to a competitor, and any documentation evidencing the financing and the terms and conditions thereof. The board of directors may request from the person that sends such a request, if considered necessary to guarantee the payment of the corresponding Acquisition price and before granting authorization in |
accordance with the above, additional evidence regarding the financing (including evidence that there are no prohibitive covenants pursuant to such financing) or, the formation or granting of a (a) bailment, (b) guarantee trust, (c) irrevocable letter of credit, (d) deposit or (e) any other type of guarantee, up to the equivalent amount of 100% of the price of the shares that are to be acquired or that are the subject matter of the corresponding transaction or agreement, naming the shareholders, directly or through our Company, as beneficiaries, with the purposes of securing the compensation of the losses and lost profits that our Company or its shareholders may suffer as a consequence of the incorrect information presented or of the request, or for any action or omission of the petitioner, directly or indirectly, or as a consequence of the impossibility to complete the relevant transaction, for any cause, related or not to the financing; |
• | the identity and nationality of the financial institution that would act as broker, in the event that the Acquisition in question is through a public offering; |
• | if, there is to be a public offering, a copy of the offering circular or similar document, to be used for the acquisition of the shares or regarding the corresponding transaction or agreement, and a representation stating if such document has been authorized by the competent regulatory authorities (including the CNBV); and |
• | a domicile in Mexico City, Mexico, to receive notices regarding the filed request. |
• | within 15 business days following the date upon which the request referred to above has been received, the Chairman or Secretary shall call a meeting of the board of directors to discuss and resolve the matter of the requested authorization (notice for such meetings shall be made in writing and sent in accordance with our bylaws); and |
• | the board of directors may request from the person intending to carry-out the Acquisition or execute the corresponding Voting Agreement, additional documentation and clarifications as it sees fit to adequately analyze the request, to agree upon the authorization request as filed; provided that any request of such nature on behalf of the board of directors shall be made during the subsequent 20 calendar days following the receipt of the request, and provided that such request will not be considered as final and complete until the person who intends to carry-out the Acquisition or execute the Voting Agreement, files all the additional information and makes all the clarifications requested by the Board of Directors. |
• | To consider a meeting of the board of directors duly convened, by first or subsequent call, to deal with any matter regarding an authorization request or agreement referred herein, the attendance of at least 66% of incumbent directors or their alternates is required. Such resolutions will be valid and adopted when approved by 66% of the members of the Board of Directors. |
• | In the event that the board of directors authorizes the requested Acquisition or the execution of a proposed Voting Agreement, and such Acquisition or agreement results or would be likely to result in (a) the acquisition of 30% or more of our capital stock or, but without involving a change of control, in addition to |
any authorization requirement established in our bylaws, the person or group intending to carry out the Acquisition or enter into the Voting Agreement the acquisitions of shares or the conclusion of the respective Voting Agreement which is the object of the authorization, shall first execute a tender offer for the greater of (i) the percentage of the Company’s capital stock equivalent to the proportion of Shares in circulation that is intended to be acquired or (ii) 10% of the Company’s capital stock, under the authorized conditions resolved by the board of directors, or (b) a change of control, in addition to any authorization requirement established in our bylaws, the person or group, intending to carry out the Acquisition or execute the Voting Agreement, shall first execute a tender offer for 100% of our outstanding Shares, under the authorized conditions resolved by the board of directors. The tender offer referred to in the paragraph above shall be completed within 90 calendar days following the date on which the authorization was granted by the Board of Directors; provided that such term may be extended by an additional 60 calendar days in the event that any relevant governmental authorizations required for such purposes are pending. |
• | Acquisitions that do not result in (i) the acquisition of 20% of our capital stock or (ii) a change of control or (iii) the acquisition of significant influence regarding the Company may be registered in our stock registry book after authorization by the board of directors and the completion of such transactions. Acquisitions or Voting Agreements that result in (i) or (ii) above, may be registered in our stock registry book upon the completion of a tender offer pursuant to the terms discussed above. Consequently, in such case it will not be possible to exercise the rights arising from the shares until such tender offer is concluded. |
• | The board of directors may deny authorization for a requested Acquisition or for the execution of a proposed Voting Agreement, in which case it will inform, in writing, the basis and reasons for such denial. The requesting party will have the right to request and hold a meeting with the board of directors, or with an ad-hoc committee appointed thereby, to explain, extend or clarify the terms of its request, as well as communicate its position in writing to the board of directors. |
• | The documentation allows the agency to verify that the delivery of the exported merchandise has taken place in the country, that the local agent representing the company that owns the foreign-flagged means of transport made the payment to the exporter locally, and in which currency the payment was made. |
• | A financial entity shall issue a certificate stating that the company that owns the foreign flagged means of transport would have had access to the FX Market pursuant to Section 3.2.2. of the FX Regulations for the equivalent amount in foreign currency intended to be computed to the shipment permit. The financial entity which issued such certification has previously verified compliance with all the other requirements stablished in Section 3.2.2. of the FX Regulations, except for provisions of Section 3.16.13. Additionally, the local agent representing the company that owns the foreign flagged means of transport will have filed an affidavit stating that (a) it has not transferred funds abroad or (b) will transfer funds abroad for the proportional amount of the operations included in the certification. |
• | In the event that the funds have been received in Argentina in foreign currency, a certification that the settlement of the funds through the FX Market has been made is needed. |
• | during the 90 days preceding the date of said access, the local company must not have: |
• | sold securities in Argentina issued by residents for foreign currency, transferred such securities to a foreign depositary, exchanged such securities for other foreign assets, or, as of October 29, 2021, purchased foreign securities issued by non-residents with Pesos in Argentina; or |
• | delivered Pesos or other local liquid assets (e.g., Argentine sovereign bonds) to any individual or legal entity having a direct controlling interest in it, unless: (i) such delivery resulted from regular purchases of goods or services executed in its ordinary course of business, or (ii) it provides an affidavit from each such controlling individual or legal entity pursuant to which such persons declare they comply with the restrictions set forth in (i)(a) above, and undertake to comply with (ii)(d) below; and |
• | on the date of said access, the local company must: |
• | not have any available foreign liquid assets in excess of US$100,000, Central Bank Communication “A” 7030 contains a non-exhaustive list of assets that qualify as “foreign liquid assets” for purposes thereof, which include foreign currency bills and coins, gold bars, sight deposits with foreign banks and, |
generally, any other investment that allows for immediate availability of foreign currency (e.g., foreign bonds and securities, investment accounts with foreign investment managers, crypto-assets, cash held with payment service providers, etc.). |
• | deposit all its local holdings of foreign currency in accounts held with local financial institutions, |
• | undertake to settle through the FX Market within five business days as from receipt thereof, any funds received abroad as a result of the repayment of loans, the release of term-deposits or the sale of any type of asset, to the extent the asset was originally acquired, the deposit made or the loan granted, as applicable, after May 28, 2020, |
• | undertake to, during the 90 days following said access to the FX Market, not sell in Argentina securities issued by residents for foreign currency, transfer such securities to foreign depositaries, exchange such securities for other foreign assets, or purchase foreign securities with Pesos in Argentina, and |
• | not be included in the list of “issuers of fake invoices and similar documents” (base de facturas o documentos equivalentes calificados como apócrifos) kept by the Argentine Tax Authority (Administración Federal de Ingresos Públicos). |
• | the financial entity has received an affidavit from the client stating that the total amount of payments associated with its imports of goods processed through the FX Market as of 2020, including the payment for which approval is sought, does not exceed in more than US$250,000 the amount by which the importer would have access to the exchange market when computing: (i) the imports of goods registered on behalf of the relevant in the system for tracking payments of imports of goods (SEPAIMPO) and that were registered between January 1, 2020 and the day prior to accessing the FX Market, (ii) plus the amount of payments made under other exceptions, (ii) minus the amount pending to be paid in Argentina, related to payments of imports with pending customs registration made between September 1, 2019 and December 31, 2019; |
• | in the case of a “deferred payment” of imports corresponding to goods that have been shipped as of July 1, 2020 or that, having been shipped previously, have not arrived in the country before that date; |
• | it is a payment associated with an operation not included in section b) above, to the extent that it is intended to be used towards the cancellation of a commercial debt for imports of goods with an export credit agency or a foreign financial entity or that was guaranteed by either of such entities; |
• | in the case of “demand payments” of imports of goods or for commercial debt arising from imports of goods that do not have custom registration evidencing entry of the goods into Argentina, provided that, among others: |
• | the import corresponds to the importation of materials/supplies to be used for the production of goods in the country; and |
• | the payments made under this section do not exceed, in the current calendar month and for the financial entities as a whole, the amount obtained by considering the average of the total amount of imports of materials/supplies computed by the company in the formula stated in a) above in the last twelve months, minus the amount of imports of goods that do not have custom registration evidencing entry of the goods into Argentina in a situation of delay recorded by the importer. |
• | debtors were given access to the FX Market on the original maturity dates to make payments of net principal amounts not exceeding forty percent (40%) of the principal amounts due; and |
• | the balance of the principal amount shall have to be refinanced, at least, by means of a new foreign indebtedness with an average life of two (2) years. |
• | access to the FX Market up to 45 calendar days prior to the maturity date for the payment of principal and services of foreign financial debts or debt securities publicly registered in Argentina and denominated in foreign currency will be allowed if the prepayment is made by virtue of a debt refinancing process that complies with the provisions set forth in Section 3.17 mentioned above and, additionally, when all of the following conditions are met: (a) the amount of interest paid does not exceed the amount of interest accrued on the refinanced indebtedness up to the date the refinancing was settled, and (b) the accumulated amount of the principal maturities of the new debt does not exceed the amount that the principal maturities of the refinanced debt would have accumulated; |
• | access to the FX Market prior to the maturity date for payment of interest on foreign financial debts or debt securities publicly registered in Argentina and denominated in foreign currency will be allowed if the prepayment is consummated as part of a process for the exchange of debt securities issued by the customer and all of the following conditions are met: (a) the amount paid before maturity corresponds to interest accrued as at the closing date of the exchange; (b) the average life of the new debt securities is longer than the remaining average life of the exchanged security; and (c) the accumulated amount of the principal maturities of the new securities does not exceed at any time the amount that the principal maturities of the exchanged securities would have accumulated; and |
• | concerning scheduled principal repayments maturing between October 15, 2020 and December 31, 2022: (a) the Central Bank will consider the Refinancing Plan established therein completed when the debtor accesses the FX Market to pay off capital in an amount exceeding 40% of the principal amount that was then due, to the extent that the debtor settles currency on the FX Market as from October 9, 2020, in an amount equal to or greater than the excess over such 40%, on account of (i) foreign financial indebtedness, (ii) issuance of debt securities publicly registered abroad, (iii) issuance of debt securities publicly registered in Argentina and denominated in foreign currency that meet the conditions set forth in Section 3.6.1.3 of the FX Regulations, (b) in the case of debt securities publicly registered in Argentina or abroad, issued on or after October 9, 2020, with an average life of not less than two years, and the delivery of which to the creditors has allowed to reach the parameters provided in the proposed Refinancing Plan, the foreign currency settlement requirement was considered fulfilled for the purposes of being allowed access to the FX Market for the service of principal and interest thereon, and (c) the debtor has a certificate of increase of exports issued pursuant to Section 3.18 of the FX Regulations. |
• | the funds have been used to finance projects within the framework of the Gas.Ar Plan; |
• | the funds have been repatriated and settled through the FX Market as from November 16, 2020; and |
• | the average life of the indebtedness is not less than two years. |
• | Financing in foreign currency granted by local financial entities (including payments for consumption in foreign currency through credit cards). |
• | Obligations in foreign currency between residents instrumented through public registries or deeds as of August 30, 2019. |
• | Issuances of debt securities made on or after September 1, 2019, for the purpose of refinancing foreign currency obligations between residents instrumented through public registers or deeds as of August 30, 2019, and that entail an increase in the average life of the obligations. |
• | Payment, at maturity, of principal and interest services under new issues of debt securities made as of November 29, 2019, with public registration in the country, denominated and payable in foreign currency in the country, to the extent that: (i) they are denominated and subscribed in foreign currency, (ii) the respective principal and interest services are payable in the country in foreign currency and (iii) the totality of the funds obtained with the issuance are settled through the foreign exchange market. |
• | The issues made as from October 9, 2020, of debt securities with public registration in the country, denominated in foreign currency and whose services are payable in foreign currency in the country, to the extent that their average life is not less than two years and their delivery to creditors has allowed reaching the refinancing parameters set forth in Section 3.17 of the FX Regulations. |
• | The issues made as from January 7, 2021 of debt securities with public registration in the country denominated in foreign currency and whose services are payable in foreign currency in the country, to the extent that they were delivered to creditors to refinance pre-existing debts with an extension of the average life, when it corresponds to the amount of capital refinanced, interest accrued up to the refinancing date and, to the extent that the new debt securities do not mature before 2023, the amount equivalent to the interest that would accrue until December 31, 2022 on the indebtedness that is refinanced early and/or on the deferral of the refinanced principal and/or on the interest that would accrue on the amounts so refinanced. |
• | The dividend payment must result from closed and audited financial statements |
• | The total amount paid to non-resident shareholders shall not exceed the corresponding amount denominated in Pesos determined by the shareholders’ meeting to be distributed as dividends. |
• | If applicable, the Foreign Assets and Liabilities Reporting Regime shall have been complied with. |
• | The company is in one of the following situations and meets all the conditions stipulated in each case: |
a. | It records direct investment contribution settled as of January 17, 2020. In this case, (i) the total amount of transfers made through the FX Market for payment of dividends to non-resident shareholders may not exceed the 30% of the total value of the capital contributions made in the relevant local company that entered and settled through the FX Market as of January 17, 2020; (ii) the access will only be granted after a period of not less than thirty (30) calendar days has elapsed as from the date of the settlement of the last capital contribution that is taken into account for determining the aforementioned 30% cap; and (iii) evidence of the definitive capitalization of capital contributions must be provided or, if not available, evidence of filing of the process of registration of the capital contribution before the Public Registry shall be provided. In this case, evidence of the definitive capitalization shall be provided within 365 calendar days from the date of the initial filing with the Public Registry. |
b. | Profits generated in project under the “Gas Plan.” In this case, (i) profits generated by foreign direct investment contributions entered and settled through the FX Market as from November 16, 2020, destined to the financing of projects framed within the “ Plan de promoción de la producción del gas natural argentino – Esquema de oferta y demanda 2020-2024” established in Section 2 of Decree No. 892/20; (ii) the access to the FX Market occurs no earlier than two years from the date of settlement in the FX Market of the contribution that allows the framing in this item 2; and (iii) the client must submit documentation supporting the definitive capitalization of the contribution. |
• | the destination of the funds has been the financing of projects framed in the “Plan de Promoción de la Producción del Gas Natural Argentino–Esquema de Oferta y Demanda 2020-2024” established in Section 2 of Decree No. 892/20; |
• | the funds have been deposited and settled through the FX Market as from November 16, 2020; and |
• | the indebtedness has an average life of not less than two years. |
• | the institution has documentation that proves the effective inflow of the direct investment in the resident company; |
• | access occurs not earlier than two years from the date of settlement on the FX Market of the transaction that qualifies for inclusion in this point; |
• | in case of a capital reduction and/or return of irrevocable contributions made by the local company, the institution has documentation that proves that the relevant legal mechanisms have been complied with and has verified that the external liability in pesos generated as from the date of the non-acceptance of the irrevocable contribution or the capital reduction, as applicable, has been disclosed in the last filing due under the External Assets and Liabilities Reporting Regime. |
• | The amount applied does not exceed 20% of the amount in foreign currency corresponding to the permit of export whose charges are applied. |
• | The amount does not exceed 25% of the gross amount of foreign currency settled through the FX Market for financing the project that generated the applied exports. This gross amount will be calculated based on the foreign currency settled through the FX Market as of April 7, 2021, as (i) foreign financial debts and (ii) foreign direct investments. The settlements through the FX Market can only be computed after a year has elapsed since such settlement was carried out. |
• | Exporters who opt for this mechanism must designate a local financial institution to monitor the project included in the Promotion Regime. |
• | an individual transferring funds from their local accounts (which are already in foreign currency) to their own bank accounts outside Argentina. |
• | the transfer of foreign currency abroad by local common depositaries of securities in connection with income received in foreign currency on account of the servicing of principal and interest on Argentine Treasury bonds, when such transaction is part of the payment procedure at the request of foreign common depositaries; |
• | transfers of foreign currency abroad made by individuals from their local accounts denominated in foreign currency to offshore collection accounts up to an amount equivalent to US$500 in any calendar month, provided that the individual files an affidavit stating that the transfer is made to assist in the maintenance of Argentine residents who were forced to remain abroad in compliance with the measures adopted in response to the COVID-19 pandemic; |
• | arbitrage transactions not originated in transfers from abroad may be made without any restrictions, to the extent that the funds are debited from an account in foreign currency held by the customer with a local financial institution. To the extent that the funds are not debited from an account denominated in foreign currency held by the customer, these transactions may be made by individuals, without the Argentine Central Bank’s prior approval, up to the amount allowed for the use of cash under items 3.8. and 3.13 of the FX Regulations; |
• | swap and arbitrage transactions by non-residents individual may be made without restrictions to the extent that the fonds be credited in a “Caja de ahorro para turistas Despositos de ahorrro, cuenta sueldo y especiales |
• | all other swap and arbitrage transactions may be made by customers without the Argentine Central Bank’s prior approval to the extent that they would be allowed without need of such approval in accordance with other FX Regulations. This also applies to local common depositaries of securities with respect to the proceeds received in foreign currency as payments of principal of and interest on foreign currency securities paid in Argentina. |
• | concurrently to such access, foreign currency-denominated funds are being repatriated and settled through the FX Market and/or funds credited to the correspondent account of a local financial institutions, and |
• | the guarantees shall not exceed at any time 125% of the principal and interest to be paid in the current month and the following six calendar months, in accordance with the scheduled of payments as agreed upon with the creditors. |
• | the series A shares or ADSs are readily tradable on an established securities market in the United States or we are eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and |
• | we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (a “PFIC”). |
• | 75 percent or more of our gross income for the taxable year is passive income; or |
• | the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50 percent. |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Persons depositing or withdrawing shares or ADS holders must pay: |
For: | |
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
US$.05 (or less) per ADS | Any cash distribution to ADS holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
US$.05 (or less) per ADS per calendar year | Depositary services | |
Registration or transfer fees | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary | Cable and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. Dollars | |
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary |
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. |
CONTROLS AND PROCEDURES |
ITEM 16. |
RESERVED |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. |
CODE OF ETHICS |
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
2021 |
2020 |
|||||||
US$ |
US$ |
|||||||
(in thousands) |
||||||||
Audit fees |
564 | 455 | ||||||
Audit- related fees |
17 | 10 | ||||||
Tax fees |
118 | 105 | ||||||
|
|
|||||||
Total fees |
699 | 570 | ||||||
|
|
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G. |
CORPORATE GOVERNANCE |
Section |
NYSE Corporate Governance Rules |
Mexican Corporate Governance Rules | ||
303A.01 |
A listed company must have a majority of independent directors. “Controlled companies” are not required to comply with this requirement. | A listed company must have at least 25% of independent directors. All listed companies must comply with this requirement. | ||
303A.02 |
No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required, on a case by case basis, to express an opinion with regard to the independence or lack of independence, of each individual director. | The shareholder’s meeting of a listed company in which a director is appointed or ratified, or where such appointment or ratification is informed, must affirmatively determine whether such director qualifies as independent. Under the Mexican Securities Market Law (i) shareholders that individually or as a group control the listed company, (ii) officers, employees or examiners of the listed company or its affiliates; (iii) individuals with significant influence or command authority (as defined below) over the listed company or its affiliates, among other persons, cannot be appointed as independent directors. There is test with respect to independence from the management as such. | ||
303A.03 |
The non-management directors of a listed company must meet at regularly scheduled executive sessions without management. |
There is no such requirement. | ||
303A.04 |
A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement. | A listed company must have a corporate governance committee with at least three members appointed by the board of directors and which members must all be independent. The corporate governance committee of a listed company that is controlled by a person or group maintaining 50% or more of its outstanding capital stock may be formed by a majority of independent members. | ||
303A.05 |
A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement. | There is no such requirement. | ||
303A.06 |
A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, with a written charter that covers certain minimum specified duties. |
A listed company must have an audit committee with at least three members appointed by the board of directors and which members must all be independent. The minimum duties of this committee are set forth in the Mexican Securities Market Law, which include, among other things, supervising external auditors, discuss yearly financial statements and, when applicable, recommend their approval, informing the board of directors of existing internal controls and irregularities that it encounters, investigate breaches of operating policies internal control and internal audit systems and supervise the activities of the chief executive officer. | ||
As a foreign private issuer, we are required to comply with Section 303A.06, other than the requirement to have a minimum of three members on our audit committee. | ||||
303A.08 |
Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules. | Stock options plans for employees and pensions plans of a listed company and its affiliates, and similar structures, must be approved by the shareholders’ meeting of the listed company. Such plan must provide for a general and equivalent treatment to all employees in similar situations. |
Section |
NYSE Corporate Governance Rules |
Mexican Corporate Governance Rules | ||
303A.09 |
A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects. | The by-laws of a listed company must comply with the corporate governance provided for in the Mexican Securities Market Law. | ||
303A.10 |
A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. | A company listed in the Mexican Stock Exchange must adopt the code of ethics issued by the board of directors of such exchange and represent its knowledge of the best corporate practices code. | ||
303A.12 |
(a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. |
There is no such requirement. | ||
(b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A. |
There is no such requirement. | |||
(c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE. |
The secretary of the board of directors of a company listed in the Mexican Stock Exchange must disclose, at least once a year, the obligations, liabilities and recommendations resulting from the code of ethics, the best corporate practices code and the rules issued by the Mexican Stock Exchange to the directors of a listed company. | |||
As a foreign private issuer, we are required to comply with Section 303A.12. |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17. |
FINANCIAL STATEMENTS |
ITEM 18. |
FINANCIAL STATEMENTS |
ITEM 19. |
EXHIBITS |
12.2 | Certification of Pablo Manuel Vera Pinto of Vista Energy, S.A.B. de C.V. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
13.1 | Certification of Miguel Galuccio and Pablo Manuel Vera Pinto pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
15.1 | Consent of DeGolyer and MacNaughton. | |
15.2 | Consent of Netherland, Sewell & Associates, Inc. | |
99.1 | Reserves Report, dated January 28, 2022, prepared by DeGolyer and MacNaughton. | |
99.2 | Reserves Report, dated February 8, 2022, prepared by Netherland, Sewell & Associates, Inc. | |
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
Vista Energy, S.A.B. de C.V. | ||||
By: | /s/ Miguel Galuccio | |||
Name: | Miguel Galuccio | |||
Title: | Chief Executive Officer | |||
By: | /s/ Pablo Manuel Vera Pinto | |||
Name: | Pablo Manuel Vera Pinto | |||
Title: | Chief Financial Officer |
Page |
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Consolidated financial statements as of December 31, 2021, and 2020 and for the years ended December 31, 2021, 2020 and 2019 |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-8 |
Auditor Data Elements |
December 31, 2021, 2020 and 2019 | |
Auditor Name |
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Auditor Location |
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Auditor Firm ID |
0 |
Notes |
Year ended December 31,2021 |
Year ended December 31,2020 |
Year ended December 31,2019 |
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Revenue from contracts with customers |
5 |
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Cost of sales: |
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Operating costs |
6.1 |
( |
) | ( |
) | ( |
) | |||||||
Crude oil stock fluctuation |
6.2 |
( |
) | |||||||||||
Depreciation, depletion and amortization |
13/14/15 |
( |
) | ( |
) | ( |
) | |||||||
Royalties |
( |
) | ( |
) | ( |
) | ||||||||
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Gross profit |
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Selling expenses |
7 |
( |
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) | ( |
) | |||||||
General and administrative expenses |
8 |
( |
) | ( |
) | ( |
) | |||||||
Exploration expenses |
9 |
( |
) | ( |
) | ( |
) | |||||||
Other operating income |
10.1 |
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Other operating expenses |
10.2 |
( |
) | ( |
) | ( |
) | |||||||
Reversal / (Impairment) of long- lived assets |
3.2.2 |
( |
) | — | ||||||||||
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Operating profit / (loss) |
( |
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Interest income |
11.1 |
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Interest expense |
11.2 |
( |
) | ( |
) | ( |
) | |||||||
Other financial results |
11.3 |
( |
) | ( |
) | |||||||||
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Financial results, net |
( |
) |
( |
) |
( |
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Profit / (loss) before income tax |
( |
) |
( |
) | ||||||||||
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Current income tax (expense) |
16 |
( |
) | ( |
) | ( |
) | |||||||
Deferred income tax (expense) / benefit |
16 |
( |
) | ( |
) | |||||||||
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Income tax (expense) / benefit |
( |
) |
( |
) | ||||||||||
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Profit / (loss) for the year, net |
( |
) |
( |
) | ||||||||||
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Other comprehensive income |
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Other comprehensive income that shall not be reclassified to profit or loss in subsequent periods |
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- (Loss) / profit from actuarial remediation related to defined benefit plans |
23 |
( |
) | ( |
) | |||||||||
- Deferred income tax benefit / (expense) |
16 |
( |
) | |||||||||||
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Other comprehensive income that shall not be reclassified to profit or loss in subsequent years |
( |
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( |
) | ||||||||||
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Other comprehensive income for the year, net of income taxes |
( |
) |
( |
) | ||||||||||
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Total comprehensive profit / (loss) for the year |
( |
) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||||
Earnings / (loss) per share |
||||||||||||||
Basic (in US dollars per share) |
12 |
( |
) |
( |
) | |||||||||
Diluted (in US dollars per share) |
12 |
( |
) |
( |
) |
Notes |
As of December 31, 2021 |
As of December 31, 2020 |
||||||||
Assets |
||||||||||
Noncurrent assets |
||||||||||
Property, plant and equipment |
13 |
|||||||||
Goodwill |
14 |
|||||||||
Other intangible assets |
14 |
|||||||||
Right-of-use-assets |
15 |
|||||||||
Investments in associates |
— | |||||||||
Trade and other receivables |
17 |
|||||||||
Deferred income tax assets |
16 |
|||||||||
|
|
|
|
|||||||
Total noncurrent assets |
||||||||||
|
|
|
|
|||||||
Current assets |
||||||||||
Inventories |
19 |
|||||||||
Trade and other receivables |
17 |
|||||||||
Cash, bank balances and other short-term investments |
20 |
|||||||||
|
|
|
|
|||||||
Total current assets |
||||||||||
|
|
|
|
|||||||
Total assets |
||||||||||
|
|
|
|
|||||||
Equity and liabilities |
||||||||||
Equity |
||||||||||
Capital stock |
21.1 |
|||||||||
Share-based payments |
||||||||||
Other accumulated comprehensive losses |
( |
) | ( |
) | ||||||
Accumulated losses |
( |
) | ( |
) | ||||||
|
|
|
|
|||||||
Total equity |
||||||||||
|
|
|
|
|||||||
Liabilities |
||||||||||
Noncurrent liabilities |
||||||||||
Deferred income tax liabilities |
16 |
|||||||||
Lease liabilities |
15 |
|||||||||
Provisions |
22 |
|||||||||
Borrowings |
18.1 |
|||||||||
Warrants |
18.3 |
|||||||||
Employee benefits |
23 |
|||||||||
Trade and other payables |
26 |
— | ||||||||
|
|
|
|
|||||||
Total noncurrent liabilities |
||||||||||
|
|
|
|
|||||||
Current liabilities |
||||||||||
Provisions |
22 |
|||||||||
Lease liabilities |
15 |
|||||||||
Borrowings |
18.1 |
|||||||||
Salaries and payroll taxes |
24 |
|||||||||
Income tax liability |
16 |
— | ||||||||
Other taxes and royalties |
25 |
|||||||||
Trade and other payables |
26 |
|||||||||
|
|
|
|
|||||||
Total current liabilities |
||||||||||
|
|
|
|
|||||||
Total liabilities |
||||||||||
|
|
|
|
|||||||
Total equity and liabilities |
||||||||||
|
|
|
|
Capital stock |
Share-based payments |
Other accumulated comprehensive losses |
Acumulated loss |
Total equity |
||||||||||||||||
Amounts as of December 31, 2018 |
( |
) |
( |
) |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss for the year |
— | — | — | ( |
) | ( |
) | |||||||||||||
Other comprehensive income for the year |
— | — | ( |
) | — | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive (loss) |
— |
— |
( |
) |
( |
) |
( |
) | ||||||||||||
Proceeds from Series A shares net of issuance costs (see Note 21.1) |
— | — | — | |||||||||||||||||
Share-based payments (1) |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2019 |
( |
) |
( |
) |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss for the year |
— | — | — | ( |
) | ( |
) | |||||||||||||
Other comprehensive income for the year |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive (loss) |
— |
— |
( |
) |
( |
) | ||||||||||||||
Share-based payments (1) |
— | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2020 |
( |
) |
( |
) |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Profit for the year |
— |
— |
— |
|||||||||||||||||
Other comprehensive income for the year |
— |
— |
( |
) | — | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive income |
— |
— |
( |
) |
||||||||||||||||
Share-based payments (1) |
— | — | ||||||||||||||||||
Reduction of share capital adopted at the Ordinary General Shareholders’ meeting on December 14, 2021 (see Note 21.1) |
( |
) | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2021 |
( |
) |
( |
) |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
I ncluding of tax charge s (see Note 8). |
Notes |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||||
Cash flows from operating activities |
||||||||||||||
Profit / (loss) for the year, net |
( |
) | ( |
) | ||||||||||
Adjustments to reconcile net cash flows |
||||||||||||||
Items related to operating activities: |
||||||||||||||
Allowance / (Reversal) of the expected credit loss |
7/17 |
( |
) | ( |
) | |||||||||
Net changes in foreign exchange rate |
11.3 |
( |
) | ( |
) | |||||||||
Discount for well plugging and abandonment |
11.3 |
|||||||||||||
Net increase in provisions |
10.2 |
|||||||||||||
Interest expense on lease liabilities |
11.3 |
|||||||||||||
Discount of assets and liabilities at present value |
11.3 |
|||||||||||||
Share-based payments |
8 |
|||||||||||||
Employee benefits |
23 |
|||||||||||||
Income tax expense / (benefit) |
16 |
( |
) | |||||||||||
Items related to investing activities: |
||||||||||||||
Depreciation and depletion |
13/15 |
|||||||||||||
Amortization of intangible assets |
14 |
|||||||||||||
(Reversal) / Impairment of long-lived assets |
3.2.2 |
( |
) | — | ||||||||||
Interest income |
11.1 |
( |
) | ( |
) | ( |
) | |||||||
Gain from farmout agreement |
10.1 |
( |
) | — | ||||||||||
Changes in the fair value of financial assets |
11.3 |
( |
) | ( |
) | |||||||||
Gain from assets disposal |
10.1 |
( |
) | — | ||||||||||
Bargain purchase on business combination |
10.1/32 |
( |
) | — | ||||||||||
Items related to financing activities: |
||||||||||||||
Interest expense |
11.2 |
|||||||||||||
Changes in the fair value of warrants |
11.3 |
( |
) | ( |
) | |||||||||
Amortized cost |
11.3 |
|||||||||||||
Impairment of financial assets |
11.3 |
— | ||||||||||||
Remeasurements of borrowings |
11.3 |
— | — | |||||||||||
Changes in working capital: |
||||||||||||||
Trade and other receivables |
( |
) | ||||||||||||
Inventories |
( |
) | ( |
) | ||||||||||
Trade and other payables |
( |
) | ||||||||||||
Payments of employee benefits |
23 |
( |
) | ( |
) | ( |
) | |||||||
Salaries and payroll taxes |
( |
) | ||||||||||||
Other taxes and royalties |
( |
) | ( |
) | ||||||||||
Provisions |
( |
) | ( |
) | ( |
) | ||||||||
Income tax payment (1) |
( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||||
Net cash flows provided by operating activities |
||||||||||||||
|
|
|
|
|
|
Notes |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||||
Cash flows from investing activities |
||||||||||||||
Payments for acquisitions of property, plant and equipment |
( |
) | ( |
) | ( |
) | ||||||||
Payments for acquisitions of other intangible assets |
14 |
( |
) | ( |
) | ( |
) | |||||||
Payments for acquisitions of investments in associates |
( |
) | — |
— |
||||||||||
Payments received from assets disposal (2) |
1.3/1.4 |
— | — | |||||||||||
Cash from the acquisition of AFBN assets |
1.5 |
— | — | |||||||||||
Payments received from farmout agreement |
1.2 |
— | — | |||||||||||
Proceeds from other financial assets |
— | |||||||||||||
Interest received |
11.1 |
|||||||||||||
|
|
|
|
|
|
|||||||||
Net cash flows (used in) investing activities |
( |
) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|||||||||
Cash flows from financing activities |
||||||||||||||
Proceeds from capitalization of Serie A shares net of issue costs |
21.1 |
— | ||||||||||||
Proceeds from borrowings |
18.2 |
|||||||||||||
Payment of borrowings costs |
18.2 |
( |
) | ( |
) | ( |
) | |||||||
Payment of borrowings principal |
18.2 |
( |
) | ( |
) | ( |
) | |||||||
Payment of borrowings interest |
18.2 |
( |
) | ( |
) | ( |
) | |||||||
Payment of leases |
15 |
( |
) | ( |
) | ( |
) | |||||||
Payment of / Proceeds from other financial liabilities, net of restricted cash and cash equivalents |
28 |
( |
) | |||||||||||
|
|
|
|
|
|
|||||||||
Net cash flows provided by financing activities |
||||||||||||||
|
|
|
|
|
|
|||||||||
Net increase / (decrease) in cash and cash equivalents |
( |
) |
||||||||||||
Cash and cash equivalents at beginning of year |
20 |
|||||||||||||
Effect of exposure to changes in the foreign currency rate of cash and cash equivalents |
( |
) | ( |
) | ||||||||||
Net increase / (decrease) in cash and cash equivalents |
( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of year |
20 |
|||||||||||||
|
|
|
|
|
|
|||||||||
Significant transactions that generated no cash flows |
||||||||||||||
Acquisition of property, plant and equipment through increase in trade and other payables |
||||||||||||||
Acquisition of AFBN assets |
1.5 |
— | — | |||||||||||
Acquisition of Mexico’s exploration assets |
1.4 |
— | — | |||||||||||
Disposal of Mexico’s exploration assets |
1.4 |
( |
) | — | — | |||||||||
Changes in well plugging and abandonment with an impact in property, plant and equipment |
13/22.1 |
( |
) |
(1) |
Year ended December 31, 2019, includes . |
(2) |
Including |
(i) | Acquiring, by any legal means, all kinds of assets, shares, interests in companies, equity interests or interests in all types of companies, either profit-making or nonprofit entities, associations, business corporations, trusts or other entities operating in the energy sector, in Mexico or in another country, or in any other industry; |
(ii) | Participating as a partner, shareholder or investor in all types of businesses or profit-making or nonprofit entities, associations, trusts, in Mexico or in another country, or of any other nature; |
(iii) | Issuing and placing shares representing its capital stock, either through public or private offerings, in domestic or foreign securities markets; |
(iv) | Issuing and placing warrants, either through public or private offerings, in relation to shares representing their capital stock or other types of securities, in domestic or foreign securities markets, and |
(v) | Issuing or placing negotiable instruments, debt instruments or other guarantees, either through public or private offerings, in domestic or foreign securities markets. |
(i) | |
(ii) | |
(iii) | |
(iv) | |
(v) | 5 ); |
(vi) | 5 ). |
(i) | |
(i) | CS-01 area (operated) (see Note 30.3.12) |
(i) | A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest; |
(ii) | Allow the changes required by IBOR reform to be made as hedge designations; and |
(iii) | Provide companies with a temporary relief from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component. |
(i) |
What is meant by a right to defer settlement; |
(ii) |
That a right to defer must exist at the end of the reporting period; |
(iii) |
That classification is unaffected by the likelihood that an entity will exercise its deferral right and; |
(iv) |
That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification. |
• | Power over the entity; |
• | Exposure or rights to variable returns from its involvement with the entity; and |
• | The ability use its power over the entity to affect the amount of the investor’s returns. |
• |
The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; |
• |
potential voting rights held by the Company, other vote holders or other parties; |
• |
rights arising from other contractual arrangements; and |
• |
any additional facts and circumstances that indicate the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meeting. |
Subsidiary name |
Equity interest |
Place of business |
Main activity | |||||||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||||||||
Vista Holding I |
% | % | % | |||||||||||||||
Vista Holding II |
% | % | % | (1) | ||||||||||||||
Vista Oil & Gas Holding III, S.A. de C.V. |
% | % | % | |||||||||||||||
Vista Oil & Gas Holding IV, S.A. de C.V. |
% | % | % | |||||||||||||||
Vista Oil & Gas Holding V B.V. |
% | % | — | % | ||||||||||||||
Vista Complemento S.A. de C.V. |
% | % | % | |||||||||||||||
Vista Holding VII S.á.r.l. (2) |
% | — | % | — | % | |||||||||||||
Vista Argentina |
% | % | % | (1) | ||||||||||||||
Aleph Midstream S.A. (3) |
% | % | 0, | % | (4) | |||||||||||||
Aluvional S.A. |
% | % | % | |||||||||||||||
AFBN S.R.L. (2) |
% | — | % | — | % | (1) | ||||||||||||
VX Ventures Asociación en Participación |
% | — | % | — | % |
(1) |
It r |
(2) |
See Note 1.5. |
(3) |
See Note 28. |
(4) |
Including operations related to the capture, treatment, transport and distribution of hydrocarbons and derivatives. |
• | Its assets and liabilities held jointly; |
• | Its revenue from the sale of its share of the output of the joint operation; |
• | Its revenue from the sale of its share of the output of the joint operation; and |
• | Its expenses, including its share of any expenses incurred jointly. |
(i) | The fair value of transferred assets; |
(ii) | The liabilities incurred to former owners of the acquired business; |
(iii) | The equity interests issued by the Company; |
(iv) | The fair value of any asset or liability from a contingent consideration arrangement; and |
(v) | The fair value of any previously held equity interest in the subsidiary. |
(i) | The consideration transferred ; |
(ii) | The amount of any noncontrolling interest in the acquiree; and |
(iii) | The acquisition-date fair value of previously held equity interest in the acquiree over the fair value of net identifiable assets acquired is booked as goodwill. |
Buildings |
||||
Vehicles |
||||
Machinery and installations |
||||
Computer equipment |
||||
Equipment and furniture |
(i) |
the purpose of the Company’s business model is to maintain the asset to collect the contractual cash flows; |
(ii) |
contractual conditions, on specific dates, give rise to cash flows only consisting in payments of principal and interest on the outstanding principal. |
(i) |
The employees’ share in Company profit paid during the year or prior-year tax losses pending application. |
(ii) |
Payments that are also exempt for employees. |
• | The structure of the joint arrangement, whether it is structured through a separate vehicle; |
• | When it is structured through a separate vehicle, the Company also considers the rights and obligations from: (i) the legal form of the separate vehicle; (ii) the terms of the contractual agreement; and (iii) the events and circumstances, as the case may be. |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||||||||||
Argentina |
Mexico |
Argentina |
Mexico |
|||||||||||||
Discount rates (after taxes) |
% | % | % | % | ||||||||||||
Discount rates (before taxes) |
% | % | % | % | ||||||||||||
Prices of crude oil, LPG and natural gas |
||||||||||||||||
Crude oil (US/bbl) (1) |
||||||||||||||||
2021 |
||||||||||||||||
2022 |
||||||||||||||||
2023 |
||||||||||||||||
2024 |
||||||||||||||||
2025 |
||||||||||||||||
As from 2026 |
||||||||||||||||
Natural gas-local prices (US/MMBTU) 2021 |
— | — | ||||||||||||||
2022 |
||||||||||||||||
As from 2023 |
||||||||||||||||
LPG-local prices (US/tn.) |
||||||||||||||||
As from |
(1) |
The prices correspond to Brent and Maya, for Argentina and Mexico, respectively. |
• |
Discount rates: Discount rates represent the present market value of the Company’s specific risks considering the time value of money and the individual risks of the underlying assets that have not been considered in cash flow estimates. The discount rate is calculated based on the Company’s specific circumstances and is derived from the weighted average cost of capital (“WACC”) with the proper adjustments to reflect risks and determine the rate after taxes. The income tax rate used is the tax rate effective in Argentina standing at |
• |
Prices of crude oil, natural gas and LPG: Expected commodity prices are based on Management estimates and available market data. |
• |
Production and reserve volumes : In conventional CGUs, the future production level estimated in all impairment tests is based on proved and probable reserves, and contingent resources are also added in the case of unconventional CGUs. Production forecasts and reserve assumptions were based on reserve reports audited by external consultants and on reports prepared internally by the Company. Different success factors were also applied to determine the expected value of each type of reserve or contingent resource. |
As of December 31, 2021 |
As of December 31, 2020 | |||||||
Argentina (1) |
México |
Argentina (1) |
México (2) | |||||
Discount rate |
+/- |
+/- | ||||||
Carrying amount (1) |
( |
- / - | - / - | ( | ||||
Expected prices of crude oil, natural gas and LPG |
+/- 10% | +/- | ||||||
Carrying amount (1) |
- /( |
- / - | - /( |
- /( |
(1) |
As of December 31, 2021, and 2020, related to the conventional oil and gas operating and non- operating concessions CGU. |
(2) |
As of December 31, 2020, related to the conventional oil and gas operating concessions CGU. |
As of December 31, 2021 |
As of December 31, 2020 |
As of December 31, 2019 |
||||||||||
Argentina |
||||||||||||
Mexico |
||||||||||||
|
|
|
|
|
|
|||||||
Total noncurrent assets |
||||||||||||
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Goods sold |
||||||||||||
|
|
|
|
|
|
|||||||
Total revenue from contracts with customers |
||||||||||||
|
|
|
|
|
|
|||||||
Recognized at a point in time |
||||||||||||
|
|
|
|
|
|
Type of products |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||
Revenues from crude oil sales |
||||||||||||
Revenues from natural gas sales |
||||||||||||
Revenues from LPG sales |
||||||||||||
|
|
|
|
|
|
|||||||
Total revenue from contracts with customers |
||||||||||||
|
|
|
|
|
|
Distribution channels |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||
Refineries |
||||||||||||
Exports from crude oil |
— | |||||||||||
Natural gas for electric power generation |
||||||||||||
Retail natural gas distribution companies |
||||||||||||
Industries (1) |
||||||||||||
LPG sales |
||||||||||||
|
|
|
|
|
|
|||||||
Total revenue from contracts with customers |
||||||||||||
|
|
|
|
|
|
(1) |
During the year ended December 31, 2021, including |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Fees and compensation for services |
||||||||||||
Salaries and payroll taxes |
||||||||||||
Consumption of materials and spare parts |
||||||||||||
Easements and fees |
||||||||||||
Employee benefits |
||||||||||||
Transport |
||||||||||||
Other |
||||||||||||
|
|
|
|
|
|
|||||||
Total operating costs |
||||||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Crude oil stock at beginning of year (Note 19) |
||||||||||||
Less: Crude oil stock at end of year (Note 19) |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total crude oil stock fluctuation |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Transport |
||||||||||||
Taxes, rates and contributions |
||||||||||||
Tax on bank account transactions |
||||||||||||
Fees and compensation for services (1) |
||||||||||||
Allowance / (Reversal) of the expected credit loss (Note 17) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total selling expenses |
||||||||||||
|
|
|
|
|
|
(1) |
Including |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Salaries and payroll taxes |
||||||||||||
Share-based payments |
||||||||||||
Employee benefits |
||||||||||||
Fees and compensation for services |
||||||||||||
Institutional promotion and advertising |
||||||||||||
Taxes, rates and contributions |
||||||||||||
Other |
||||||||||||
|
|
|
|
|
|
|||||||
Total general and administrative expenses |
||||||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Geological and geophysical expenses |
||||||||||||
|
|
|
|
|
|
|||||||
Total exploration expenses |
||||||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Gain from assets disposal (1) |
— | — | ||||||||||
Gain from farmout agreement (Note 1.2) |
— | — | ||||||||||
Other services charges (2) |
||||||||||||
Bargain purchase on business combination (Note 32) |
— | — | ||||||||||
Other |
— | |||||||||||
|
|
|
|
|
|
|||||||
Total other operating income |
||||||||||||
|
|
|
|
|
|
(1) |
Including (i) |
(2) |
Services not directly related to the Company’s main activity. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Restructuring expenses (1) |
( |
) | ( |
) | ( |
) | ||||||
Reorganization expenses |
( |
) | ( |
) | — | |||||||
Provision for environmental remediation (Note 22.2) |
( |
) | ( |
) | ( |
) | ||||||
Provision for contingencies (Note 22.3) |
( |
) | ( |
) | ( |
) | ||||||
(Allowance) / Reversal provision for materials and spare parts |
( |
) | ( |
) | ||||||||
Other |
— | — | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total other operating expenses |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
(1) |
The Company booked restructuring expenses including payments, fees and transaction costs related to the changes in the Group’s structure. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Financial interest |
||||||||||||
Interests on government notes at amortized costs |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Total interest income |
||||||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Borrowings interest (Note 18.2) |
( |
) | ( |
) | ( |
) | ||||||
Other interest |
— | — | ( |
) | ||||||||
Total interest expense |
( |
) |
( |
) |
( |
) | ||||||
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Amortized cost (Note 18.2) |
( |
) | ( |
) | ( |
) | ||||||
Changes in the fair value of warrants (Note 18.5.1) |
( |
) | ||||||||||
Net changes in foreign exchange rate |
( |
) | ||||||||||
Discount of assets and liabilities at present value |
( |
) | ( |
) | ( |
) | ||||||
Impairment of financial assets |
— | ( |
) | — | ||||||||
Changes in the fair value of |
( |
) | ||||||||||
Interest expense on lease liabilities (Note 15) |
( |
) | ( |
) | ( |
) | ||||||
Discount for well plugging and abandonment (Note 22.1) |
( |
) | ( |
) | ( |
) | ||||||
Remeasurements of borrowings (1) |
( |
) | — |
— |
||||||||
Other |
( |
) | ||||||||||
Total other financial results |
( |
) |
( |
) | ||||||||
(1) |
Related to borrowings in UVA, adjusted by CER. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Profit / (loss) for the year, net |
( |
) | ( |
) | ||||||||
Weighted average number of ordinary shares |
||||||||||||
Basic earnings / (loss) per share (in US dollars per share) |
( |
) |
( |
) | ||||||||
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Profit / (loss) for the year, net |
( |
) | ( |
) | ||||||||
Weighted average number of ordinary shares |
||||||||||||
Diluted earnings / (loss) per share (in US dollars per share) |
( |
) |
( |
) | ||||||||
i. |
ii. |
iii. |
iv. |
i. |
ii. |
iii. |
iv. |
i. |
ii. |
iii. |
iv. |
Land and buildings |
Vehicles, machinery, facilities, computer hardware and furniture and fixtures |
Oil and gas properties |
Production wells and facilities |
Works in progress |
Materials and spare parts |
Total |
||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Amounts as of December 31, 2019 |
||||||||||||||||||||||||||||
Additions (1) |
||||||||||||||||||||||||||||
Transfers |
— | ( |
) | ( |
) | — |
||||||||||||||||||||||
Disposals (2) |
— | ( |
) | — | ( |
) | — | ( |
) | ( |
) | |||||||||||||||||
Impairment of long -lived assets (3) |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amounts as of December 31, 2020 |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated depreciation |
||||||||||||||||||||||||||||
Amounts as of December 31, 2019 |
( |
) |
( |
) |
( |
) |
( |
) |
— |
— |
( |
) | ||||||||||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ( |
) | — |
— |
( |
) | ||||||||||||||||
Eliminated of disposals |
— |
— |
— |
— |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amounts as of December 31, 2020 |
( |
) |
( |
) |
( |
) |
( |
) |
— |
— |
( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net value |
||||||||||||||||||||||||||||
Amounts as of December 31, 2020 |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Additions includes related to Business Combination mentioned in Note 32. |
(2) |
Disposals of wells and production facilities related to the reestimation of assets retirement obligation. |
(3) |
See Note 3.2.2 for the details on impairment testing of oil and gas properties. |
Land and buildings |
Vehicles, machinery, facilities, computer hardware and furniture and fixtures |
Oil and gas properties |
Production wells and facilities |
Works in progress |
Materials and spare parts |
Total |
||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Amounts as of December 31, 2020 |
||||||||||||||||||||||||||||
Additions |
(1) |
(3) |
||||||||||||||||||||||||||
Transfers |
— | — | ( |
) | ( |
) | — |
|||||||||||||||||||||
Disposals |
— | ( |
) | ( |
) (2) |
— | ( |
) | ( |
) | ||||||||||||||||||
Incorporation for the acquisition of AFBN assets (4) |
— | — | — | — | ||||||||||||||||||||||||
Assets disposals (5) |
— | ( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amounts as of December 31, 2021 |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated depreciation |
||||||||||||||||||||||||||||
Amounts as of December 31, 2020 |
( |
) |
( |
) |
( |
) |
( |
) |
— |
— |
( |
) | ||||||||||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ( |
) | — |
— |
( |
) | ||||||||||||||||
Disposals |
— | (2) |
— | |||||||||||||||||||||||||
Assets disposals (5) |
— |
— |
— |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amounts as of December 31, 2021 |
( |
) |
( |
) |
( |
) |
( |
) |
— |
— |
( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net value |
||||||||||||||||||||||||||||
Amounts as of December 31, 2021 |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Related to transferred of “Exploration rights” of operated area CS-01 in Mexico from “Other intangible assets” (see Note 1.4). This transaction did not generate cash flows, or significant depreciation charges for the year ended December 31, 2021. |
(2) |
Related to the farmout agreement (see Note 1.2). |
(3) |
Including re-estimation of well plugging and abandonment. This transaction did not generate cash flows. |
(4) |
These additions did not generate cash flows (see Note 1.5). |
(5) |
Including |
Goodwill |
Other intangible assets |
|||||||||||||||
Software licenses |
Exploration rights |
Total |
||||||||||||||
Cost |
||||||||||||||||
Amounts as of December 31, 2019 |
||||||||||||||||
Additions |
— | — |
||||||||||||||
Impairment of long -live assets (1) |
— | — | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Amounts as of December 31, 2020 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Accumulated amortization |
||||||||||||||||
Amounts as of December 31, 2019 |
— |
( |
) |
— |
( |
) | ||||||||||
Amortization |
— |
( |
) | — |
( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Amounts as of December 31, 2020 |
— |
( |
) |
— |
( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net value |
||||||||||||||||
Amounts as of December 31, 2020 |
||||||||||||||||
|
|
|
|
|
|
|
|
(1) |
See Note 3.2.2. |
Goodwill |
Other intangible assets |
|||||||||||||||
Software licenses |
Exploration rights |
Total |
||||||||||||||
Cost |
||||||||||||||||
Amounts as of December 31, 2020 |
||||||||||||||||
Additions |
— |
— | ||||||||||||||
Disposals |
( |
) (1) |
— |
( |
) (2) |
( |
) | |||||||||
Acquisition of Mexico’s exploration assets |
— |
— |
(3) |
|||||||||||||
Disposal of Mexico’s exploration assets |
— |
— |
( |
) (3) |
( |
) | ||||||||||
Reversal of long-lived assets impairment |
— |
— |
(4) |
|||||||||||||
Amounts as of December 31, 2021 |
— |
|||||||||||||||
Accumulated amortization |
||||||||||||||||
Amounts as of December 31, 2020 |
— |
( |
) |
— |
( |
) | ||||||||||
Amortization |
— |
( |
) |
— |
( |
) | ||||||||||
Amounts as of December 31, 2021 |
— |
( |
) |
— |
( |
) | ||||||||||
Net value |
||||||||||||||||
Amounts as of December 31, 2021 |
— |
|||||||||||||||
(1) |
Related to the farmout agreement (see Note 1.2). |
(2) |
Related to exploration rights of operated area CS-01 in Mexico transferred to “Property, plant and equipment” (see Note 13). These transactions did not generate cash flows. |
(3) |
These transactions did not generate cash flows (see Note 1.4). |
(4) |
See Note 3.2.2. |
Right-of-use |
Total lease liabilities |
|||||||||||||||
Buildings |
Plant and machinery |
Total |
||||||||||||||
Amounts as of December 31, 2019 |
( |
) | ||||||||||||||
Additions |
( |
) | ||||||||||||||
Re-estimations |
( |
) | ( |
) | ( |
) | ||||||||||
Depreciation (1) |
( |
) | ( |
) | ( |
) | — | |||||||||
Payments |
— | — | — | |||||||||||||
Interest expenses (2) |
— | — | — | ( |
) | |||||||||||
Amounts as of December 31, 2020 |
( |
) | ||||||||||||||
(1) |
Including the depreciation of drilling services capitalized as “works in progress” for |
(2) |
Including drilling agreements capitalized as “works in progress” for |
Right-of-use |
Total lease liabilities |
|||||||||||||||
Buildings |
Plant and machinery |
Total |
||||||||||||||
Amounts as of December 31, 2020 |
( |
) | ||||||||||||||
Additions |
( |
) | ||||||||||||||
Re-estimations |
( |
) | ||||||||||||||
Depreciation (1) |
( |
) | ( |
) | ( |
) | — | |||||||||
Payments |
— |
— |
— |
|||||||||||||
Interest expenses (2) |
— |
— |
— |
( |
) | |||||||||||
Amounts as of December 31, 2021 |
( |
) | ||||||||||||||
(1) |
Including the depreciation of drilling services capitalized as “works in progress” for |
(2) |
Including drilling agreements capitalized as “works in progress” for |
As of December 31, 2019 |
Profit (loss) |
Other changes in equity |
Other comprehensive income (loss) |
As of December 31, 2020 |
||||||||||||||||
Short-term investments |
( |
) | — |
— |
( |
) | ||||||||||||||
Employee benefit |
( |
) | — | |||||||||||||||||
Share-based payments |
( |
) | — | — | ||||||||||||||||
Tax losses and other unused tax credits (1) |
— | — | ||||||||||||||||||
Provisions |
( |
) | — | — | ||||||||||||||||
Right-of-use |
— | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Assets for deferred income tax |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Property, plant and equipment |
( |
) | — | — | ( |
) | ||||||||||||||
Trade and other receivables |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||
Intangible assets |
( |
) | — | — | — | |||||||||||||||
Inventories |
( |
) | — | — | ( |
) | ||||||||||||||
Payment of borrowings costs |
— | ( |
) | — | — | ( |
) | |||||||||||||
Other |
( |
) | — | — | — | ( |
) | |||||||||||||
Credit for static and dynamic adjustment for inflation |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities for deferred income tax |
( |
) |
( |
) |
— |
— |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Deferred income tax, net |
( |
) |
( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020 |
Profit (loss) |
Other changes in equity |
Other comprehensive income (loss) |
As of December 31, 2021 |
||||||||||||||||
Short-term investments |
( |
) | ( |
) | — |
— |
( |
) | ||||||||||||
Employee benefit |
— |
— |
||||||||||||||||||
Tax losses and other unused tax credits (1) |
( |
) | — |
— |
||||||||||||||||
Provisions |
— |
— |
||||||||||||||||||
Right-of-use |
( |
) | — |
— |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Assets for deferred income tax |
( |
) |
— |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Property, plant and equipment |
( |
) | ( |
) | — |
— |
( |
) | ||||||||||||
Trade and other receivables |
( |
) | — |
|||||||||||||||||
Inventories |
( |
) | ( |
) | — |
— |
( |
) | ||||||||||||
Payment of borrowings costs |
( |
) | ( |
) | — |
— |
( |
) | ||||||||||||
Other |
( |
) | ( |
) | — |
— |
( |
) | ||||||||||||
Credit for static and dynamic adjustment for inflation |
( |
) | — |
— |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities for deferred income tax |
( |
) |
( |
) |
— |
— |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Deferred income tax, net |
( |
) |
( |
) |
— |
( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
As of December 31, 2021 , and 2020, the Company has recognized Net Operating Loss (“NOL”) based on a recoverability analysis of expected future taxable income in the following years, generated in Argentina and Mexico, respectively. |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Deferred income tax assets, net |
||||||||
Deferred income tax liabilities, net |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Current income tax |
||||||||||||
Current income tax (expense) |
( |
) | ( |
) | ( |
) | ||||||
Difference in the estimate of previous fiscal year income tax and the income return |
— | — | ||||||||||
Deferred income tax |
||||||||||||
Deferred income tax relating to origination and reversal of temporary differences (expense) / benefit |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Income tax (expense) / benefit reported in the consolidated statements of profit or loss |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|||||||
Deferred tax charged to OCI |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Total income tax (expense) / benefit |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Profit / (loss) before income tax |
|
|
|
|
|
( |
) | |
|
( |
) | |
Effective income tax rate |
|
|
% |
|
|
% |
|
|
% | |||
Income tax at the effective tax rate pursuant to effective tax regulations |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Items that adjust income tax (expense) / benefit: |
||||||||||||
Nondeductible expenses |
( |
) | ( |
) | ( |
) | ||||||
Inflation adjustment |
( |
) | ( |
) | ( |
) | ||||||
Effect on the measurement of monetary and nonmonetary items at functional currency |
||||||||||||
Unrecognized tax losses and other assets |
( |
) | ( |
) | ( |
) | ||||||
Effect of tax losses (1) |
( |
) | ||||||||||
Effect related to statutory income tax rate change (2) |
( |
) | ( |
) | ||||||||
Application of tax credits |
— | — | ||||||||||
Effect related to the difference in tax rate other than Mexican statutory rate |
( |
) | — | — | ||||||||
Difference in the estimate of previous fiscal year income tax and the income tax statement |
— | — | ||||||||||
Other |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total income tax benefit / (expense) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
(1) |
See Note 16.1. |
(2) |
Maily include effects of Note 33.1. |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
2027 |
||||||||
2028 |
||||||||
2029 |
||||||||
As from 2030 |
||||||||
|
|
|
|
|||||
Total accumulated tax losses not recognized |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Income tax, net of withholdings and prepayments |
||||||||
|
|
|
|
|||||
Total current |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Noncurrent |
||||||||
Other receivables: |
||||||||
Prepayments, tax receivables and others: |
||||||||
Prepayments and other receivables |
||||||||
Value added tax (“VAT”) |
||||||||
Turnover tax |
||||||||
Income tax |
— | |||||||
Minimum presumed income tax |
— | |||||||
|
|
|
|
|||||
|
|
|
|
|||||
Financial assets: |
||||||||
Loans to employees |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Total noncurrent trade and other receivables |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Trade: |
||||||||
Oil and gas accounts receivable (net of allowance of expected credit loss) |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Other receivables: |
||||||||
Prepayments, tax credits and other: |
||||||||
VAT |
||||||||
Prepaid expenses |
||||||||
Income tax |
||||||||
Turnover tax |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Financial assets: |
||||||||
Receivables from joint operations |
||||||||
Accounts receivable from third parties |
||||||||
Gas IV Plan (Note 2.5.3.2) |
— | |||||||
Advances to directors and loans to employees |
||||||||
LPG price stability program |
||||||||
RI program (Note 2.5.3.1) |
— | |||||||
Other |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Other receivables |
||||||||
|
|
|
|
|||||
Total current trade and other receivables |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
( |
) | ( |
) | ||||
(Reversal)/ Allowance for expected credit losses (Note 7) |
( |
) | ||||||
Disposal |
— | |||||||
Foreign exchange differences |
||||||||
|
|
|
|
|||||
Amounts at end of the year |
( |
) |
( |
) | ||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Noncurrent |
||||||||
Borrowings |
||||||||
|
|
|
|
|||||
Total noncurrent |
||||||||
|
|
|
|
|||||
Current |
||||||||
Borrowings |
||||||||
|
|
|
|
|||||
Total current |
||||||||
|
|
|
|
|||||
Total Borrowings |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Fixed interest |
||||||||
Less than 1 year |
||||||||
From 1 to 2 years |
||||||||
From 2 to 5 years |
||||||||
Over 5 years |
— | |||||||
|
|
|
|
|||||
Total |
||||||||
Variable interest |
||||||||
Less than 1 year |
||||||||
From 1 to 2 years |
||||||||
From 2 to 5 years |
— | |||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
|||||
Total Borrowings |
||||||||
|
|
|
|
Subsidiary |
Bank |
Execution date |
Currency |
Principal |
Interest |
Annual rate |
Maturity date |
Carrying amount |
||||||||||||||||||||||
Vista Argentina | Itaú Unibanco, Banco Santander Rio and Citibank NA (1) |
+ 4.5 |
% (1) |
|||||||||||||||||||||||||||
% |
||||||||||||||||||||||||||||||
Vista Argentina | % |
|||||||||||||||||||||||||||||
Vista Argentina | % |
(2) |
Subsidiary |
Bank |
Execution date |
Currency |
Principal |
Interest |
Annual rate |
Maturity date |
Carrying amount |
||||||||||||||||||||||
Vista Argentina | % |
(2) | ||||||||||||||||||||||||||||
Vista Argentina | % |
(3) |
(1) |
As of December 31, 2021, the Company should meet the following financial ratios according to the parameters defined in the loan agreement: |
(i) | The ratio of consolidated net debt to consolidated EBITDA (“Earnings Before Interest, Tax, Depreciation and Amortization.”) |
(ii) | The consolidated interest coverage rate as of the last day of every tax quarter. The consolidated interest coverage rate is the proportion of (a) consolidated EBITDA to (b) consolidated interest expenses for the period. |
Subsidiary |
Instrument |
Execution date |
Currency |
Principal |
Interest |
Annual rate |
Maturity date |
Carrying amount |
||||||||||||||||||||||||
Vista Argentina |
|
ON II | |
% |
||||||||||||||||||||||||||||
Vista Argentina |
|
ON III | |
% |
||||||||||||||||||||||||||||
Vista Argentina |
ON IV |
(1) |
|
|
+ 1.37 |
% |
|
|||||||||||||||||||||||||
Vista Argentina |
|
ON V |
|
% |
||||||||||||||||||||||||||||
|
% |
|||||||||||||||||||||||||||||||
Vista Argentina |
|
ON VI | |
% |
||||||||||||||||||||||||||||
Vista Argentina |
|
ON VII | |
% |
||||||||||||||||||||||||||||
Vista Argentina |
|
ON VIII | |
(2) |
% |
|||||||||||||||||||||||||||
Vista Argentina |
|
ON IX | |
% |
||||||||||||||||||||||||||||
Vista Argentina |
|
ON X | |
(2) |
% |
Subsidiary |
Instrument |
Execution date |
Currency |
Principal |
Interest |
Annual rate |
Maturity date |
Carrying amount |
||||||||||||||||||||||||
Vista Argentina |
|
ON XI | |
% |
||||||||||||||||||||||||||||
Vista Argentina |
|
ON XII | |
% |
(1) |
See Note 3 5 . |
(2) |
Amount in UVA, adjusted by CER (see Note 11.3). |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
||||||||
Proceeds from borrowings (1) |
||||||||
Borrowings interest (Note 11.2) (2) |
||||||||
Payment of borrowings costs |
( |
) |
( |
) | ||||
Payment of borrowings interest |
( |
) |
( |
) | ||||
Payment of borrowings principal |
( |
) |
( |
) | ||||
Amortized cost (Note 11.3) (2) |
||||||||
Remeasurement in borrowings (Note 11.3) (2) |
— |
|||||||
Changes in foreign exchange rate (2) |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Amounts at end of year |
||||||||
|
|
|
|
(1) |
As of December 31, 2021, including 358,093 from borrowings received and 201,728 nets of |
(2) |
These transactions did not generate cash flows. |
Noncurrent |
As of December 31, 2021 |
As of December 31, 2020 |
||||||
Warrants |
||||||||
|
|
|
|
|||||
Total noncurrent |
||||||||
|
|
|
|
As of December 31, 2021 |
Financial assets/liabilities at amortized cost |
Financial assets/liabilities FVTPL |
Total financial assets/liabilities |
|||||||||
Assets |
||||||||||||
Defined benefit asset’s plan (Note 23) |
— | |||||||||||
Trade and other receivables (Note 17) |
— | |||||||||||
Total noncurrent financial assets |
||||||||||||
Cash, bank balances and other short-term investments (Note 20) |
||||||||||||
Trade and other receivables (Note 17) |
— | |||||||||||
Total current financial assets |
||||||||||||
Liabilities |
||||||||||||
Borrowings (Note 18.1) |
— | |||||||||||
Trade and other payables (Note 26) |
— | |||||||||||
Warrants (Note 18.3) |
||||||||||||
Lease liabilities (Note 15) |
— | |||||||||||
Total noncurrent financial liabilities |
||||||||||||
Borrowings (Note 18.1) |
— | |||||||||||
Trade and other payables (Note 26) |
— | |||||||||||
Lease liabilities (Note 15) |
— | |||||||||||
Total current financial liabilities |
||||||||||||
As of December 31, 2020 |
Financial assets/liabilities at amortized cost |
Financial assets/liabilities FVTPL |
Total financial assets/liabilities |
|||||||||
Assets |
||||||||||||
Defined benefit asset’s plan (Note 23) |
— | |||||||||||
Trade and other receivables (Note 17) |
— | |||||||||||
Total noncurrent financial assets |
||||||||||||
Cash, bank balances and other short-term investments (Note 20) |
||||||||||||
Trade and other receivables (Note 17) |
— | |||||||||||
Total current financial assets |
||||||||||||
As of December 31, 2020 |
Financial assets/liabilities at amortized cost |
Financial assets/liabilities FVTPL |
Total financial assets/liabilities |
|||||||||
Liabilities |
||||||||||||
Borrowings (Note 18.1) |
— | |||||||||||
Warrants (Note 18.3) |
||||||||||||
Lease liabilities (Note 15) |
— | |||||||||||
Total noncurrent financial liabilities |
||||||||||||
Borrowings (Note 18.1) |
— | |||||||||||
Trade and other payables (Note 26) |
— | |||||||||||
Lease liabilities (Note 15) |
— | |||||||||||
Total current financial liabilities |
||||||||||||
Financial assets/liabilities at amortized cost |
Financial assets/liabilities at FVTPL |
Total |
||||||||||
Interest income (Note 11.1) |
— | |||||||||||
Interest expense (Note 11.2) |
( |
) | — | ( |
) | |||||||
Amortized cost (Note 11.3) |
( |
) | — | ( |
) | |||||||
Changes in the fair value of warrants (Note 11.3) |
— | ( |
) | ( |
) | |||||||
Net changes in foreign exchange rate (Note 11.3) |
||||||||||||
Discount of assets and liabilities at present value (Note 11.3) |
( |
) | ( |
) | ||||||||
Changes in the fair value of financial assets (Note 11.3) |
— | |||||||||||
Interest expense on lease liabilities (Note 11.3) |
( |
) | — | ( |
) | |||||||
Discount for well plugging and abandonment (Note 11.3) |
( |
) | — | ( |
) | |||||||
Remeasurements of borrowings (Note 11.3) |
( |
) | — | ( |
) | |||||||
Other (Note 11.3) |
— | |||||||||||
Total |
( |
) |
( |
) | ||||||||
Financial assets/liabilities at amortized cost |
Financial assets/liabilities at FVTPL |
Total |
||||||||||
Interest income (Note 11.1) |
— | |||||||||||
Interest expense (Note 11.2) |
( |
) | — | ( |
) | |||||||
Amortized cost (Note 11.3) |
( |
) | — | ( |
) | |||||||
Changes in the fair value of warrants (Note 11.3) |
— | |||||||||||
Net changes in foreign exchange rate (Note 11.3) |
— | |||||||||||
Discount of assets and liabilities at present value (Note 11.3) |
( |
) | — | ( |
) | |||||||
Impairment of financial assets (Note 11.3) |
( |
) | — | ( |
) | |||||||
Changes in the fair value of financial assets (Note 11.3) |
— | ( |
) | ( |
) | |||||||
Interest expense on lease liabilities (Note 11.3) |
( |
) | — | ( |
) | |||||||
Discount for well plugging and abandonment (Note 11.3) |
( |
) | — | ( |
) | |||||||
Other (Note 11.3) |
— | |||||||||||
Total |
( |
) |
( |
) | ||||||||
Financial assets/liabilities at amortized cost |
Financial assets/liabilities at FVTPL |
Total |
||||||||||
Interest income (Note 11.1) |
— | |||||||||||
Interest expense (Note 11.2) |
( |
) | — | ( |
) |
Financial assets/liabilities at amortized cost |
Financial assets/liabilities at FVTPL |
Total |
||||||||||
Amortized cost(Note 11.3) |
( |
) | — | ( |
) | |||||||
Changes in the fair value of warrants (Note 11.3) |
— | |||||||||||
Net changes in foreign exchange rate (Note 11.3) |
( |
) | — | ( |
) | |||||||
Discount of assets and liabilities at present value (Note 11.3) |
( |
) | — | ( |
) | |||||||
Changes in the fair value of the financial assets (Note 11.3) |
— | |||||||||||
Interest expense on lease liabilities (Note 11.3) |
( |
) | — | ( |
) | |||||||
Discount for well plugging and abandonment (Note 11.3) |
( |
) | — | ( |
) | |||||||
Other (Note 11.3) |
( |
) | — | ( |
) | |||||||
|
|
|
|
|
|
|||||||
Total |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
• | Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. |
• | Level 2: data other than the quoted prices included in Level 1 that are observable for assets or liabilities, either directly (that is prices) or indirectly (that is derived from prices). |
• | Level 3: data on the asset or liability that are based on information that cannot be observed in the market (that is, non-observable data). |
As of December 31, 2021 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Financial assets at fair value through profit or loss |
||||||||||||||||
Short term investments |
— | — | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
— |
— |
||||||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2021 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Liabilities |
||||||||||||||||
Financial liabilities at fair value through profit or loss |
||||||||||||||||
Warrants |
— | — | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
— |
— |
||||||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2020 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Financial assets at fair value through profit or loss |
||||||||||||||||
Short term investments |
— | — | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
— |
— |
||||||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2020 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Liabilities |
||||||||||||||||
Financial liabilities at fair value through profit or loss |
||||||||||||||||
Warrants |
— | — | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
— |
— |
||||||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Annualized volatility |
% | % | ||||||
Risk free domestic interest rate |
% | % | ||||||
Risk free foreign interest rate |
% | % | ||||||
Remainder period in years |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Warrants liability amount at beginning of year: |
||||||||
Loss / (profit) from changes in the fair value of warrants (Note 11.3) |
( |
) | ||||||
Amounts at end of year (Note 18.3) |
||||||||
As of December 31, 2021 |
Carrying amount |
Fair value |
Level |
|||||||||
Liabilities |
||||||||||||
Borrowings |
||||||||||||
Total liabilities |
||||||||||||
As of December 31, 2020 |
Carrying amount |
Fair value |
Level |
|||||||||
Liabilities |
||||||||||||
Borrowings |
||||||||||||
Total liabilities |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Changes in rates in Argentine pesos |
+/- 63 |
% |
+/- 50 |
% | ||||
Effect on profit or loss |
(69,835 |
) / 69,835 |
(22,170 |
) / 22,170 | ||||
Effect on equity |
(69,835 |
) / 69,835 |
(22,170 |
) / 22,170 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Changes in government bonds |
+/- |
% |
+/- |
% | ||||
Effect on profit before income tax |
( |
( | ||||||
Changes in mutual funds |
+/- |
% |
+/- |
% | ||||
Effect on profit before income tax |
( |
( |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Percentages to total trade receivables: |
||||||||
Customers |
||||||||
Raizen Argentina S.A. |
% | % | ||||||
Trafigura Argentina S.A. |
% | % | ||||||
Camuzzi Gas Pampeana, S.A. |
% | % |
For the year ended December 31, 2021 |
For the year ended December 31, 2020 |
|||||||
Percentages to revenue from contracts with customers per product: |
||||||||
Crude oil |
||||||||
Trafigura Argentina S.A. |
% | % | ||||||
Raizen Argentina S.A. |
% | % | ||||||
Valero Marketing and Supply Company |
% | - |
% | |||||
ENAP Refinerías S.A. |
% | % | ||||||
Trafigura Pte LTD |
% | % | ||||||
Natural Gas |
||||||||
Generación Mediterránea S.A. |
% | - |
% | |||||
Cía. Administradora del Mercado Mayorista Eléctrico S.A. |
% | - |
% | |||||
Rafael G. Albanesi S.A. |
% | % | ||||||
Camuzzi Gas Pampeana S.A. |
% | % | ||||||
Metroenergía S.A. |
% | % |
As of December 31, 2021 |
To fall due |
<90 days |
90–365 days |
>365 days |
Total |
|||||||||||||||
Days past due |
||||||||||||||||||||
Estimated total gross amount at default |
— | |||||||||||||||||||
Expected credit losses |
— | — | ( |
) | — | ( |
) | |||||||||||||
|
|
|||||||||||||||||||
As of December 31, 2020 |
To fall due |
<90 days |
90–365 days |
>365 days |
Total |
|||||||||||||||
Days past due |
||||||||||||||||||||
Estimated total gross amount at default |
— | |||||||||||||||||||
Expected credit losses |
— | — | ( |
) | — | ( |
) | |||||||||||||
|
|
|||||||||||||||||||
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current assets |
||||||||
Current liabilities |
||||||||
|
|
|
|
|||||
Liquidity i ndex |
||||||||
|
|
|
|
As of December 31, 2021 |
Financial liabilities except borrowings |
Borrowings |
Total |
|||||||||
To fall due: |
||||||||||||
Less than 1 year |
||||||||||||
From 1 to 2 years |
||||||||||||
From 2 to 5 years |
||||||||||||
Over 5 years |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
As of December 31, 2020 |
Financial liabilities except borrowings |
Borrowings |
Total |
|||||||||
To fall due: |
||||||||||||
Less than 1 year |
||||||||||||
From 1 to 2 years |
||||||||||||
From 2 to 5 years |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
(i) |
Communiqué “A” 7196, as supplemented |
(ii) |
Communiqué “A” 7218 |
(iii) |
Communiqué “A” 7416 |
(iv) |
Communiqué “A” 7327 |
(v) |
Communiqué “A” 7340 |
(vi) |
Communiqué “A” 7385 |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Materials and spare parts |
||||||||
Crude oil stock (Note 6.2) |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Mutual funds |
||||||||
Money market funds |
||||||||
Cash in banks |
||||||||
Government bonds |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Cash, bank balances and other short-term investments |
||||||||
Less |
||||||||
Government bonds |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Cash and cash equivalents |
||||||||
|
|
|
|
Series A Publicly traded shares |
Series A Private Offering |
Series B |
Series C |
Total |
||||||||||||||||
Amount as of December 31, 2018 |
— |
|||||||||||||||||||
Number of shares |
— |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net value of Series A shares on February 13, 2019 |
— | — | — | |||||||||||||||||
Number of shares |
— | — | — | |||||||||||||||||
Net value of Series A shares on July 25, 2019 |
— | — | — | |||||||||||||||||
Number of shares |
— | — | — | |||||||||||||||||
Series A shares to be granted in LTIP |
— | — | — | |||||||||||||||||
Number of shares |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2019 |
— |
|||||||||||||||||||
Number of shares |
— |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Series A shares to be granted in LTIP |
— | — | — | |||||||||||||||||
Number of shares |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2020 |
— |
— |
||||||||||||||||||
Number of shares |
— |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Series A shares to be granted in LTIP |
— | — |
— | |||||||||||||||||
Number of shares |
— | — |
— | |||||||||||||||||
Reduction of share capital adopted at the Ordinary General Shareholders’ meeting on December 14, 2021 |
( |
) | — | — |
— | ( |
) | |||||||||||||
Number of shares |
— | — | — |
— | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amounts as of December 31, 2021 |
— |
— |
||||||||||||||||||
Number of shares |
— |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Total borrowings and lease liabilities |
||||||||
Less: Cash, bank balances and other short-term investments |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net debt |
||||||||
Total equity |
||||||||
|
|
|
|
|||||
Leverage ratio |
% |
% |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Noncurrent |
||||||||
Well plugging and abandonment |
||||||||
Environmental remediation |
||||||||
|
|
|
|
|||||
Total noncurrent |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Well plugging and abandonment |
||||||||
Environmental remediation |
||||||||
Contingencies |
||||||||
|
|
|
|
|||||
Total current |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
||||||||
Discount for well plugging and abandonment (Note 11.3) |
||||||||
Increase / (Decrease) in the change in capitalized estimates (Note 13) |
( |
) | ||||||
Decrease from transfer of interest in CASO (Note 1.3) |
( |
) | — | |||||
Increase from acquisition of AFBN assets (Note 1.5) |
— | |||||||
Foreign exchange differences |
( |
) | ||||||
|
|
|
|
|||||
Amounts at end of year |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
||||||||
Increases (Note 10.2) |
||||||||
Foreign exchange differences |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Amounts at end of year |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Amounts at beginning of year |
||||||||
Increases (Note 10.2) |
||||||||
Foreign exchange differences |
( |
) | ( |
) | ||||
Amounts incurred for payments |
( |
) | ||||||
|
|
|
|
|||||
Amounts at end of year |
||||||||
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
|||||||
Cost of the current services |
( |
) | ( |
) | ||||
Cost of interest |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total |
( |
) |
( |
) | ||||
|
|
|
|
As of December 31, 2020 |
||||||||||||
Present value of the obligation |
Asset’s plan |
Net liabilities |
||||||||||
Amounts at beginning of year |
( |
) |
( |
) | ||||||||
Items classified as loss or profit |
||||||||||||
Cost of services |
( |
) |
( |
) | ||||||||
Cost of interest |
( |
) |
( |
) | ||||||||
Items classified in other comprehensive income |
||||||||||||
Actuarial remediation (losses) |
( |
) |
||||||||||
Benefit payments |
( |
) |
||||||||||
Payment of contributions |
||||||||||||
|
|
|
|
|
|
|||||||
Amounts at end of year |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|||||||
As of December 31, 2021 |
||||||||||||
Present value of the obligation |
Asset’s plan |
Net liabilities |
||||||||||
Amounts at beginning of year |
( |
) |
( |
) | ||||||||
Items classified as loss or profit |
||||||||||||
Cost of services |
( |
) | — | ( |
) | |||||||
Cost of interest |
( |
) | ( |
) | ||||||||
Items classified in other comprehensive income |
||||||||||||
Actuarial remediation (losses) |
( |
) | ( |
) | ( |
) | ||||||
Benefit payments |
( |
) | — | |||||||||
Payment of contributions |
— | |||||||||||
|
|
|
|
|
|
|||||||
Amounts at end of year |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Cash and cash equivalents |
— | |||||||
US Government bonds |
— | |||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Less than 1 year |
||||||||
1 to 2 years |
||||||||
2 to 3 years |
||||||||
3 to 4 years |
||||||||
4 to 5 years |
||||||||
6 to 10 years |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Discount rate |
% | % | ||||||
Asset rate of return |
% | % | ||||||
Salary rise |
% | % |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Provision for gratifications and bonus |
||||||||
Salaries and social security contributions |
||||||||
Total current |
||||||||
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Current |
||||||||
Royalties |
||||||||
Tax withholdings |
||||||||
VAT |
||||||||
Other |
||||||||
Total current |
||||||||
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Noncurrent |
||||||||
Accounts payables: |
||||||||
Payables to partners for joint operations (1) |
||||||||
Total noncurrent accounts payables |
||||||||
Total noncurrent |
||||||||
Current |
||||||||
Accounts payables: |
||||||||
Suppliers |
||||||||
Total current accounts payables |
||||||||
Other accounts payables: |
||||||||
Payables to partners for joint operations (1) |
||||||||
Extraordinary fee for Gas IV Plan (Note 2.5.3.2) |
||||||||
Extraordinary fee for the RI program (Note 2.5.3.1) |
||||||||
Total other current accounts payables |
||||||||
Total current |
||||||||
(1) |
As of December 31, 2021, including |
As of December 31, 2021 |
As of December 31, 2020 |
As of December 31, 2019 |
||||||||||
Short-term benefits |
||||||||||||
Share-based payment transactions |
||||||||||||
Total compensation paid to key personnel |
||||||||||||
Name |
Location |
Equity interest |
Operator |
Up to year |
||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||
Argentina |
||||||||||||||||||||||||
25 de Mayo - Medanito S.E. |
% | % | % | |||||||||||||||||||||
Jagüel de los Machos |
% | % | % | |||||||||||||||||||||
Bajada del Palo Este |
% | % | % | |||||||||||||||||||||
Bajada del Palo Oeste |
% | % | % | |||||||||||||||||||||
Entre Lomas |
% | % | % | |||||||||||||||||||||
Entre Lomas |
% | % | % | |||||||||||||||||||||
Agua Amarga - “Charco del Palenque” |
% | % | % | |||||||||||||||||||||
Agua Amarga - “Jarilla Quemada” |
% | % | % | |||||||||||||||||||||
Coirón Amargo Sur Oeste |
% | % | % | |||||||||||||||||||||
Coirón Amargo Norte |
% | % | % | |||||||||||||||||||||
Acambuco - “San Pedrito” |
% | % | % | |||||||||||||||||||||
Acambuco - “Macueta” |
% | % | % | |||||||||||||||||||||
Sur Río Deseado Este |
% | % | % | |||||||||||||||||||||
Águila Mora |
% |
% |
% |
|||||||||||||||||||||
Aguada Federal |
% |
% |
% |
|||||||||||||||||||||
Bandurria Norte |
% |
% |
% |
|||||||||||||||||||||
Mexico |
||||||||||||||||||||||||
Area CS-01 |
% |
% |
% |
|||||||||||||||||||||
Area A-10 |
% |
% |
% |
|||||||||||||||||||||
Area TM-01 |
% |
% |
% |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Assets |
||||||||
Noncurrent assets |
||||||||
Current assets |
||||||||
Liabilities |
||||||||
Noncurrent liabilities |
||||||||
Current liabilities |
Year ended December 31,2021 |
Year ended December 31,2020 |
Year ended December 31,2019 |
||||||||||
Revenue from contracts with customers |
||||||||||||
Operating costs |
( |
) | ( |
) | ( |
) | ||||||
Selling expenses |
( |
) | ( |
) | ( |
) | ||||||
General and administrative expenses |
( |
) | ( |
) | ( |
) | ||||||
Exploration expenses |
( |
) | ( |
) | ( |
) | ||||||
Other operating income and expenses |
( |
) | ( |
) | ( |
) | ||||||
Financial results, net |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
(i) | Area CS-01 (operated); |
(ii) | Area A-10 (not operated); and |
(iii) | Area TM -10 (not operated). |
i) | Maintain electricity and natural gas rates under national jurisdiction and begin a renegotiation process of the comprehensive rate review in place or begin an extraordinary review as from the entry into force of the law for a 180-day term aimed at decreasing the burden on households, businesses and industries for 2020. The provinces are also invited to adhere to these policies to maintain the rates schedules and extraordinary renegotiation or review of the charges of the provincial jurisdictions. |
ii) | Administratively intervene the ENRE (Electric power regulatory entity) and ENARGAS (Argentine gas regulatory agency) for 1 (one) year. |
B- |
Mexico |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
Number of rights to buy |
WAEP |
Number of rights to buy |
WAEP |
Number of rights to buy |
WAEP |
|||||||||||||||||||
At beginning of year |
||||||||||||||||||||||||
Granted during the year |
||||||||||||||||||||||||
Cancelled during the year |
( |
) | ( |
) | ||||||||||||||||||||
At end of year |
2021 |
2020 |
2019 | ||||
Dividend yield (%) |
||||||
Expected volatility (%) |
||||||
Risk–free interest rate (%) |
||||||
Expected life of share options (years) |
||||||
Weighted average exercise price (US) |
||||||
Model used |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
Number of Series A shares |
WAEP |
Number of Series A shares |
WAEP |
Number of Series A shares |
WAEP |
|||||||||||||||||||
At beginning of year |
||||||||||||||||||||||||
Granted during the year |
||||||||||||||||||||||||
Cancelled during the year |
( |
) | ( |
) | ||||||||||||||||||||
At end of year |
• | On January 3 and 20, 2022 |
• | On January 3, 2022, Vista Argentina signed a collateralized loan agreement with Banco Santander International for an amount of |
• | On January 4, 2022 , Vista Argentina paid interest for an amount of |
• | On January 14, 2022, Vista Argentina signed a loan Agreement with ConocoPhillips BV for an amount of |
• | On January 17, 2022, the Company, through its subsidiary Vista Argentina, acquired a |
• | On January 20 and 21, 2022 Vista Argentina paid principal and interest for a total amount of |
• | On January 31, 2022 Vista Argentina paid principal and interest for a total amount of |
• | On February 7, 2022 , Vista Argentina paid interest for a total amount of |
• | On February 21, 2022 , Vista Argentina paid interest for a total amount of |
• | On March 2, 2022 , Vista Argentina paid interest for a total amount of |
• | On March 4, 2022 , Vista Argentina paid interest for a total amount of |
• | On March 10, 2022 , Vista Argentina paid interest for a total amount of |
• | On March 18, 2022, Vista Argentina paid interest for a total amount of |
• | On March 29 and 30, 2022, Vista Argentina completely paid the loan agreement signed with Bolsas y Mercados Argentinos S.A. for an amount in Argentine pesos equivalent to 10,208. |
• | On April 4, 2022, Vista Argentina paid interest for a total amount of |
• | On April 26, 2022, the Shareholders´ meeting, based on the Company’s individual financial statements, approved the creation of a legal reserve and the creation of a repurchase of own shares reserve for an amount up to US$ |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
Argentina |
Mexico |
Argentina |
Mexico |
Argentina |
Mexico |
|||||||||||||||||||
Acquisition of properties |
||||||||||||||||||||||||
Proved |
— |
— |
— |
— |
— |
|||||||||||||||||||
Unproved |
( |
) |
— |
— |
— |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total acquisition of properties |
( |
) |
— |
— |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Exploration |
— |
( |
) |
( |
) |
( |
) |
( |
) | |||||||||||||||
Development |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total costs incurred |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
Argentina |
Mexico |
Argentina |
Mexico |
Argentina |
Mexico |
|||||||||||||||||||
Proved properties (1) |
||||||||||||||||||||||||
Machinery, facilities, software licenses and other |
||||||||||||||||||||||||
Oil and gas properties and wells |
— |
— |
||||||||||||||||||||||
Works in progress |
||||||||||||||||||||||||
Unproved properties |
— |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross capitalized costs |
||||||||||||||||||||||||
Cumulative depreciation |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net capitalized costs |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Including capitalized amounts related to well plugging and abandonment and impairment loss/reversal. |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||
Revenue from contracts with customers |
||||||||||||
|
|
|
|
|
|
|||||||
Total revenue |
||||||||||||
Production costs excluding depreciation |
||||||||||||
Operating costs |
( |
) | ( |
) | ( |
) | ||||||
Royalties |
( |
) | ( |
) | ( |
) | ||||||
Total production costs |
( |
) |
( |
) |
( |
) | ||||||
Exploration expenses |
( |
) | ( |
) | ( |
) | ||||||
Discount for well plugging and abandonment liabilities |
( |
) | ( |
) | ( |
) | ||||||
Reversal / Impairment of long-lived assets |
( |
) | — | |||||||||
Depreciation, depletion and amortization |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Operating (loss) before income tax |
( |
) |
||||||||||
Income tax |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Oil and gas operating (loss) |
( |
) |
Argentina |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
||||||||||||
Proved undeveloped |
||||||||||||
Total proved reserves |
Mexico |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
||||||||||||
Proved undeveloped |
||||||||||||
Total proved reserves |
Argentina |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
||||||||||||
Proved undeveloped |
||||||||||||
Total proved reserves |
Mexico |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
||||||||||||
Proved undeveloped |
||||||||||||
Total proved reserves |
Argentina |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
||||||||||||
Proved undeveloped |
||||||||||||
Total proved reserves |
Mexico |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
Categories of reserves |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved developed |
||||||||||||
Proved undeveloped |
||||||||||||
Total proved reserves |
(1) |
It refers to crude oil, condensate, and LNG. |
Crude oil (4) |
Natural Gas (5) |
Natural Gas |
||||||||||
Argentina |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2018 |
||||||||||||
Increase (decrease) attributable to: |
||||||||||||
Review of prior estimates (1) |
||||||||||||
Extension and discoveries (2) |
||||||||||||
Production for the year (3) |
( |
) |
( |
) |
( |
) | ||||||
Reserves as of December 31,2019 |
(1) |
Revision of previous estimates material increments were related to well performance in the following concessions: Entre Lomas (+ 4-well pad, and an addition of (- MMbbl and - Bcf), Charco del Palenque (- MMbbl and - Bcf), Coirón Amargo Norte (- MMbbl and - Bcf) and the Bajada del Palo Oeste conventional block (- MMbbl). Additionally, |
(2) |
The material increments of tie-in of a second 4-well pad that was not previously booked as proved undeveloped reserves. Proved undeveloped reserves for the same project increased 4-well pads (44 new well locations). Additionally, |
(3) |
Considers Vista Argentina production at WI, except for Aguila Mora production (oil production of 35 bbl./d). |
(4) |
It refers to crude oil, condensate, and LNG. |
(5) |
Natural gas consumption represented |
Crude oil |
Natural Gas |
Natural Gas |
||||||||||
Mexico |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2018 |
— |
— |
— |
|||||||||
Increase (decrease) attributable to: |
||||||||||||
Extension and discoveries |
||||||||||||
Reserves as of December 31,2019 |
||||||||||||
Crude oil (1) |
Natural Gas (6) |
Natural Gas |
||||||||||
Argentina |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2019 |
||||||||||||
Increase (decrease) attributable to: |
||||||||||||
Review of prior estimates (2) |
( |
) |
( |
) | ||||||||
Extensions and discoveries (3) |
||||||||||||
Purchases of onsite proved reserves (4) |
||||||||||||
Production for the year (5) |
( |
) |
( |
) |
( |
) | ||||||
Reserves as of December 31, 2020 |
(1) |
It refers to crude oil, condensate, and LNG. |
(2) |
The conversion of proved undeveloped reserves to prove developed reserves is related to the start of production of the two pads (eight wells) classified as proved undeveloped reserves targeting Vaca Muerta unconventional reservoir in Bajada del Palo Oeste concession. |
(3) |
The extensions are related to the addition of proved developed acreage related to the drilling of an unproved pad (four wells) targeting Vaca Muerta unconventional reservoir in Bajada del Palo Oeste concession. |
(4) |
Purchases related to the acquisition of additional interests in Coirón Amargo Norte concession (from 55.0% to 96.8%). |
(5) |
Considering Vista Argentina’s production. |
(6) |
Natural gas consumption stood at |
Mexico |
Crude oil (1) |
Natural Gas |
Natural Gas |
|||||||||
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
||||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2019 |
||||||||||||
Increase (decrease) attributable to: |
||||||||||||
Review of prior estimates (2) |
||||||||||||
Production for the year (3) |
( |
) |
||||||||||
|
|
|
|
|
|
|||||||
Reserves as of December 31, 2020 |
(1) |
It refers to crude oil, condensate, and LNG. |
(2) |
The performance revisions of proved developed oil and condensate reserves are related to an enhanced performance of CS-01 and A-10 areas. The performance revisions of proved developed natural gas reserves are related to an enhanced performance of CS-01 area. |
(3) |
Considering Vista Holding II’s output. |
Crude oil (1) |
Natural Gas (6) |
Natural Gas |
||||||||||
Argentina |
(MMBbl) |
(Bcf) |
(MMBbl equivalent) |
|||||||||
Proved reserves (developed and undeveloped) |
||||||||||||
Reserves as of December 31, 2020 |
||||||||||||
Increase (decrease) attributable to: |
||||||||||||
Review of prior estimates (2) |
( |
) |
( |
) | ||||||||
Extensions and discoveries (3) |
||||||||||||
Purchases of onsite proved reserves (4) |
( |
) |
( |
) |
( |
) | ||||||
Production for the year (5) |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
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Reserves as of December 31, 2021 |
(1) |
It refers to crude oil, condensate, and LNG. |
( 2 ) |
The changes due to revisions of prior estimates of total proved oil reserves (+ (- MMbbl), 25 de Mayo-Medanito (- MMbbl), ELo Río Negro (- MMbbl) and Coirón Amargo Norte (- MMbbl) conventional wells. |
( 3 ) |
The changes in total proved reserves due to the extension and discovery of oil (+ |
( 4 ) |
The changes due to purchases/sales of oil (- MMbbl) and natural gas (- bcf) reserves are related to the sale of the interest ((- MMbbl of oil and - Bcf of natural gas) mentioned in Note 1.3, and the farmout agreement mentioned in N ote 1.2 related to PAD 12 (4 wells) in Vaca Muerta unconventional formation in Bajada del Palo Oeste concession (- MMbbl of oil and - Bcf of natural gas), partly offset by the acquisition of the |
( 5 ) |
Considering Vista Argentina’s output. |
(6) |
Natural gas consumption stood at |
Crude oil (1) |
Natural Gas |
Natural Gas |
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Mexico |
(MMBbl) | (Bcf) | (MMBbl equivalent) |
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Proved reserves (developed and undeveloped) |
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Reserves as of December 31, 2020 |
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Increase (decrease) attributable to: |
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Review of prior estimates ( 2 ) |
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Purchases of onsite proved reserves (3) |
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Production for the year ( 4 ) |
( |
) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Reserves as of December 31, 2021 |
(1) |
It refers to crude oil, condensate, and LNG. |
(2) |
The revisions of proved developed oil, condensate and natural gas reserves are related to the development plan approved by the CNH, as well as the drilling and completion of Vernet-1001 wells. |
(3) |
The changes due to purchases/sales of oil (+ CS-01 area (see Note 1.4). |
(4) |
Considering Vista Holding II’s output. |
As of December 31, 2021 (1) |
As of December 31, 2020 (1) |
As of December 31, 2019 (1) |
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Future cash flows |
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Future production costs |
( |
) |
( |
) |
( |
) | ||||||
Future development and abandonment costs |
( |
) |
( |
) |
( |
) | ||||||
Future income tax |
( |
) |
( |
) |
( |
) | ||||||
Undiscounted future net cash flows |
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10% annual discount |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Standardized measure of discounted future net cash flows (2) |
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|
|
|
|
|
|
(1) |
Amounts expressed in millions of US Dollars (“MM US”). |
( 2 ) |
The standardized measure of future discounted cash flow (net) is related to the estimated value of reserves in Argentina. The table does not include the estimated value of the reserves in Mexico’s areas ( ,4 MM US as of December 31, 2021 and 2020, respectively). |
Year ended December 31, 2021 (1) |
Year ended December 31, 2020 (1) |
Year ended December 31, 2019 (1) |
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Standardized measure of future discounted cash flow, net, at beginning of year |
||||||||||||
Net changes in selling prices and production costs related to future production (2) |
( |
) |
( |
) | ||||||||
Net changes in estimated future development costs (3) |
( |
) |
( |
) | ||||||||
Net changes from revisions of workload estimates (4) |
( |
) | ||||||||||
Net changes from extensions, discoveries and improvements (5) |
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Cumulative discount |
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Net changes from on-site purchases and sales of minerals (6) |
( |
) |
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Other |
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Sales of crude oil, LNG and natural gas produced, net of production costs |
( |
) |
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Estimated development costs previously incurred |
( |
) |
( |
) |
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Net changes in income tax (7) |
( |
) |
( |
) | ||||||||
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|
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Changes in the standardized measure of future discounted cash flow for the year |
( |
) |
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|
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|
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Standardized measure of future discounted cash flow at end of year |
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|
|
|
|
|
|
(1) |
Amounts expressed in millions of US Dollars. |
(2) |
For the year ended December 31, 2021, mainly affected by an increase in the prices of oil, condensate, gas and LPG, which increased from US |
(3) |
For the years ended December 31, 2021, and December 31, 2020, related to revisions of development costs in Bajada del Palo Oeste unconventional area. For the year ended December 31, 2019, due to incorporation of a development plan for unconventional developed reserves in Bajada del Palo Oeste. Due to the development plan in Charco del Palenque (addition of two new locations), Entre Lomas Río Negro (recategorization of two probable gas workovers to prove developed). |
(4) |
For the year ended December 31, 2021, mainly affected by the extension of the economic caps of assets due to the increase in oil, condensate, gas and LPG prices, which increased from US 41.97 per barrel to US 54.99 per barrel of oil, condensate and C5+; from US 19.16 per barrel to US 26.87 per barrel of LPG, and from US 2.81 per cubic feet to US 3.92 per cubic feet of commercial gas, partly offset by a greater decline in certain conventional gas assets. Also, for the year ended December 31, 2020, related to an enhanced performance of drilled wells in Bajada del Palo Oeste in Vaca Muerta unconventional formation above the estimated type well. Due to a decrease in proved undeveloped conventional reserves compensated by an increase in proved developed reserves from December 31, 2018 to December 31, 2019. |
(5) |
For the year ended December 31, 2021, mainly related to the extension of the proved area due to the addition of 44 proved undeveloped wells from the drilling activity conducted in Bajada del Palo Oeste area in Vaca Muerta formation with positive outcomes. For the year ended December 31, 2020 and 2019, due to the addition of proved reserves in unconventional Bajada del Palo Oeste, and the beginning of the development of Vaca Muerta formation in Bajada del Palo Oeste. |
(6) |
For the year ended December 31, 2021, related to the farmout agreement whereby Trafigura was granted a |
(7) |
For the year ended December 31, 2021, the changes are caused by the rise in income tax due to higher revenue mainly expected from the extensions and increases in hydrocarbon prices. For the year ended December 31, 2020 and 2019, due to decreasing/increasing expected cash inflows and changes in the income rate applicable to Argentine companies (see Note 33.1). |