6-K 1 tm2132666d1_6k.htm FORM 6-K

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

 

For the month of November 2021

 

Commission File Number: 001-13464

 

 

Telecom Argentina S.A.

(Translation of registrant’s name into English)

 

General Hornos 690, 1272

Buenos Aires, Argentina

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F X   Form 40-F  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes     No X

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes     No X

 

 

 

 

Telecom Argentina S.A.

 

 

TABLE OF CONTENTS

 

Item

 

1.English translation of the (i) Unaudited Condensed Consolidated Financial Statements of Telecom Argentina S.A. as of September 30, 2021, and (ii) Telecom Argentina S.A.´s Operating and Financial Review and Prospects as of September 30, 2021

 

 

 

 

TELECOM ARGENTINA S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TELECOM ARGENTINA S.A.

 

Unaudited Condensed Consolidated Financial Statements as of September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

General Hornos 690

(1272) Ciudad Autónoma de Buenos Aires

Argentina

 

 

 

 

 

$: Argentine peso

US$: US dollar

$98.74 = US$1 as of September 30, 2021

 

 

 

 

 

TELECOM ARGENTINA S.A.

 

 

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2021 AND 2020

 

INDEX

 

Unaudited consolidated financial statements
Unaudited consolidated statements of financial position F-1
Unaudited consolidated income statements F-2
Unaudited consolidated statements of comprehensive income F-3
Unaudited consolidated statements of changes in equity F-4
Unaudited consolidated statements of cash flows F-5
Notes to the unaudited consolidated financial statements F-6
Operating and Financial Review and Prospects I
   
Corporate information

 

 

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In millions of Argentine pesos in current currency - Note 1.e)

    September 30, December 31,
ASSETS Note 2021 2020
Current Assets      
Cash and cash equivalents 2 17,071 25,374
Investments 2 8,220 8,960
Trade receivables 3 19,941 25,962
Other receivables 4 6,250 7,554
Inventories 5 3,349 5,098
Total current assets   54,831 72,948
Non-Current Assets      
Trade receivables 3 84 81
Other receivables 4 2,944 2,191
Deferred income tax assets 13 530 564
Investments 2 2,779 2,947
Goodwill 6 344,644 345,008
Property, plant and equipment 7 409,778 439,448
Intangible assets 8 133,760 142,472
Right of use assets 9 29,168 24,341
Total non-current assets   923,687 957,052
TOTAL ASSETS   978,518 1,030,000
LIABILITIES      
Current Liabilities      
Trade payables 10 43,946 53,904
Financial debt 11 66,696 56,978
Salaries and social security payables 12 16,568 19,634
Taxes payables 14 13,470 5,121
Dividends payables 2 324 -
Leases liabilities 15 5,226 4,569
Other liabilities 16 2,830 2,824
Provisions 17 1,907 2,214
Total current liabilities   150,967 145,244
Non-Current Liabilities      
Trade payables 10 1,313 3,353
Financial debt 11 182,011 217,213
Salaries and social security payables 12 1,399 1,151
Deferred income tax liabilities 13 127,494 109,120
Taxes payables 14 - 7
Leases liabilities 15 12,162 9,540
Other liabilities 16 1,559 1,584
Provisions 17 9,034 10,220
Total non-current liabilities   334,972 352,188
TOTAL LIABILITIES   485,939 497,432
EQUITY      
Equity attributable to Controlling Company   484,846 523,804
Equity attributable to non-controlling interest   7,733 8,764
TOTAL EQUITY(See Consolidated Statements of Changes in Equity)   492,579 532,568
TOTAL LIABILITIES AND EQUITY   978,518 1,030,000

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-1 

 

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED INCOME STATEMENTS

(In millions of Argentine pesos in current currency, except per share data in Argentine pesos in current currency - Note 1.e)

 

    Three-month periods
ended September 30,
  Nine-month periods
ended September 30,
  Note 2021 2020   2021 2020
Revenues 21 96,254 102,190   292,983 317,476
  Employee benefit expenses and severance payments 22 (21,876) (18,876)   (60,347) (58,958)
  Interconnection and transmission costs   (3,415) (4,149)   (10,678) (11,702)
  Fees for services, maintenance, materials and supplies 22 (11,040) (10,760)   (33,448) (33,312)
  Taxes and fees with the Regulatory Authority 22 (7,371) (7,758)   (22,602) (24,046)
  Commissions and advertising   (5,547) (6,027)   (16,530) (17,536)
  Cost of equipment and handsets 22 (4,675) (3,813)   (14,752) (11,033)
  Programming and content costs   (6,318) (6,047)   (20,031) (20,805)
  Bad debt expenses 3 (1,960) (3,223)   (5,362) (12,019)
  Other operating expenses 22 (5,595) (6,559)   (13,835) (14,543)
  Depreciation, amortization and impairment of fixed assets 22 (33,070) (29,195)   (94,213) (83,954)
Operating (loss) income   (4,613) 5,783   1,185 29,568
  Earnings from associates 2 84 213   210 567
  Debt financial results 23 7,947 (10,578)   21,219 (31,514)
  Other financial results, net 23 2,328 5,919   9,371 11,336
Income before income tax expense   5,746 1,337   31,985 9,957
  Income tax expense 13 (2,894) (6,459)   (30,960) (11,861)
Net income (loss) for the period   2,852 (5,122)   1,025 (1,904)
             
Attributable to:            
  Controlling Company   2,549 (5,370)   358 (2,508)
  Non-controlling interest   303 248   667 604
    2,852 (5,122)   1,025 (1,904)
             
Earnings (losses) per share attributable to Controlling Company - Basic and diluted 1.d 1.18 (2.49)   (0.17) 1.16

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

See Note 22 for additional information on operating expenses per function.

 

F-2 

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions of Argentine pesos in current currency - Note 1.e)

 

  Three-month periods
ended September 30,
  Nine-month periods
ended September 30,
  2021 2020   2021 2020
           
Net income (loss) for the period 2,852 (5,122)   1,025 (1,904)
           
Other comprehensive income - Will be reclassified subsequently to profit or loss          
  Currency translation adjustments (no effect on Income Tax) (1,678) 199   (4,132) (1,162)
  NDF effects classified as hedges 74 71   229 (459)
  Income Tax effects on NDF classified as hedges and others (20) (33)   (74) 112
Other comprehensive (loss) income, net of tax (1,624) 237   (3,977) (1,509)
           
Total comprehensive income (loss) for the period 1,228 (4,885)   (2,952) (3,413)
           
Attributable to:          
  Controlling Company 1,326 (5,034)   (2,679) (3,601)
  Non-controlling interest (98) 149   (273) 188
  1,228 (4,885)   (2,952) (3,413)

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-3 

 

 

 

TELECOM ARGENTINA S.A.

 

  

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions of Argentine pesos in current currency - Note 1.e)

 

  Owners contribution Reserves  
  Outstanding
shares
Inflation
adjust-ment

Contri-buted
Surplus
Legal
reserve
Special
reserve for
IFRS
implemen-
tation
Voluntary
reserve for
capital
invest-ments
Facultative
(2)
Facultative
reserve
for future
dividends
payments
Other
compre-
hensive
results
Other
deferred
Retained
earnings
Equity
attributable
to controlling
company
Equity
attributable
to non-
controlling
interest
Total
Equity
Capital
nominal
value
(1)
Balances as of January 1, 2020 2,154 126,464 365,267 7,261 2,798 9,466 70,779 2,915 (5,515) (1,214) (11,539) 568,836 8,892 577,728
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 28, 2020:                            
- Absorption of negative Retained earnings - - - - - (3,341) (8,134) - - - 11,475 - - -
- Reserves reallocation - - (18,832) - - (6,125) 18,832 6,125 - - - - - -
Dividends to non-controlling shareholders (3) - - - - - - - - - - - - (494) (494)
Irrevocable Call and Put Option on the shares of AVC Continente Audiovisual valuation adjustment (4) - - - - - - - - - 30 - 30 - 30
Comprehensive income:                            
   Net (loss) income for the period - - - - - - - - - - (2,508) (2,508) 604 (1,904)
   Other comprehensive loss - - - - - - - - (1,093) - - (1,093) (416) (1,509)
Total Comprehensive loss - - - - - - - - (1,093) - (2,508) (3,601) 188 (3,413)
                             
Balances as of September 30, 2020 2,154 126,464 346,435 7,261 2,798 - 81,477 9,040 (6,608) (1,184) (2,572) 565,265 8,586 573,851
                             
Balances as of January 1, 2021 2,154 126,464 346,435 7,261 2,798 - 55,300 - (7,551) (1,165) (7,892) 523,804 8,764 532,568
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 28, 2021:                            
- Absorption of negative Retained earnings - - - - - - (7,827) - - - 7,827 - - -
- Reserves reallocation - - (16,049) - - - 16,049 - - - - - - -
Dividends to non-controlling shareholders (3) - - - - - - - - - - - - (758) (758)
Resolutions of the General Extraordinary Shareholders’ Meeting held on August 11, 2021:                            
- Dividends (5) - - - - - - (36,312) - - - - (36,312) - (36,312)
Irrevocable Call and Put Option on the shares of AVC Continente Audiovisual value adjustment (4) - - - - - - - - - 33 - 33 - 33
Comprehensive income:                            
   Net income for the period - - - - - - - - - - 358 358 667 1,025
   Other comprehensive loss - - - - - - - - (3,037) - - (3,037) (940) (3,977)
Total Comprehensive loss - - - - - - - - (3,037) - 358 (2,679) (273) (2,952)
                             
Balances as of September 30, 2021 2,154 126,464 330,386 7,261 2,798 - 27,210 - (10,588) (1,132) 293 484,846 7,733 492,579

 

(1) See Note 20 to these unaudited consolidated financial statements.

(2) Correspond to the Facultative Reserves to maintain the capital investments level and the current level of solvency.

(3) Corresponds to non-controlling interest of Núcleo.

(4) On September 25, 2019, Telecom and the non-controlling shareholders of AVC Continente Audiovisual (the “Assignors”) executed an Offer for an Irrevocable Call and Put Option on all the shares of AVC Continente Audiovisual held by the Assignors. This transaction has an impact of $137 in Other deferred under Equity Attributable to Controlling Shareholders in the unaudited consolidated financial statements. For further information, see Note 28 to these unaudited consolidated financial statements.

(5) See Note 2.b)

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-4 

 

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of Argentine pesos in current currency – Note 1.e)

 

    Nine-month periods
ended September 30,
  Note 2021 2020
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES      
Net (loss) income for the period   1,025 (1,904)
Adjustments to reconcile net income to net cash flows provided by operating activities      
  Allowances deducted from assets   7,215 12,903
  Depreciation of property, plant and equipment 7 75,712 66,648
  Amortization of intangible assets 8 10,532 10,986
  Amortization of rights of use assets 9 6,862 5,893
  Earnings from associates 2.a (210) (567)
  Disposals of fixed assets and consumption of materials   1,542 598
  Financial results and others   (32,911) 13,990
  Income tax expense 13 30,960 11,861
  Income tax paid (*)   (1,528) (1,735)
  Net increase in assets 2.b (13,087) (16,581)
  Net increase in liabilities 2.b 4,364 7,358
Total cash flows provided by operating activities   90,476 109,450
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES      
  Property, plant and equipment acquisitions   (48,892) (49,930)
  Intangible asset acquisitions   (1,791) (2,191)
  Proceeds from dividends 2.b 211 70
  Proceeds from the sale of property, plant and equipment and intangible assets   80 -
  Investments not considered as cash and cash equivalents net acquisitions   (34,223) (19,905)
Total cash flows used in investing activities   (84,615) (71,956)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES      
  Proceeds from financial debt 2.b 43,317 61,182
  Payment of financial debt 2.b (30,653) (87,738)
  Payment of interests and related expenses 2.b (20,072) (23,985)
  Payments of leases liabilities 15 (4,162) (4,507)
  Payments of cash dividends 2.b (360) (241)
Total cash flows used in financing activities   (11,930) (55,289)
       
NET (DECREASE) IN CASH AND CASH EQUIVALENTS   (6,069) (17,795)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR   25,374 47,699
NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS   (2,234) 2,255
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD   17,071 32,159

 

(*)

Nine-month periods

ended September

  2021 2020
  Corresponding to Controlling Company – tax withholdings (1,265) (1,638)
  Corresponding to subsidiaries (263) (97)
  (1,528) (1,735)

 

 

See Note 2.b for additional information on the consolidated statements of cash flows.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-5 

 

 

TELECOM ARGENTINA S.A.

 

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2021 AND 2020 (*)

(In millions of Argentine pesos in current currency, except as otherwise indicated)

 

 

INDEX

  Page
Glossary of terms F-7
Note 1 – Basis of preparation of the unaudited consolidated financial statements and significant accounting policies F-9
Note 2 – Cash and cash equivalents and Investments. Additional information on the consolidated statements of cash flows. Dividends payables F-13
Note 3 – Trade receivables F-16
Note 4 – Other receivables F-16
Note 5 – Inventories F-17
Note 6 – Goodwill F-17
Note 7 – Property, plant and equipment F-17
Note 8 – Intangible assets F-18
Note 9 – Right of use assets F-18
Note 10 – Trade payables F-18
Note 11 – Financial debt F-19
Note 12 – Salaries and social security payables F-23
Note 13 – Deferred income tax assets/liabilities F-23
Note 14 – Taxes payables F-24
Note 15 – Leases liabilities F-25
Note 16 – Other liabilities F-25
Note 17 – Provisions F-26
Note 18 – Additional information F-27
Note 19 – Purchase Commitments F-28
Note 20 – Equity F-28
Note 21 – Revenues F-29
Note 22 – Operating expenses F-29
Note 23 – Financial results, net F-30
Note 24 – Balances and transactions with Companies under Section 33 - Law No. 19,550 and Related Parties F-30
Note 25 – Restrictions on distribution of profits F-32
Note 26 – Impact of Coronavirus in Telecom F-32
Note 27 – Recent developments corresponding to the nine-month period ended September 30, 2021 F-34
Note 28 – Subsequent events to September 30, 2021 F-36

 

 

(*) By convention the definitions used in the notes are in the Glossary of Terms.

 

F-6 

 

 

 

TELECOM ARGENTINA S.A.

 

Glossary of terms

 

The following explanations are not technical definitions, but to assist the general reader to understand certain terms as used in these unaudited consolidated financial statements.

 

The Company/Telecom Argentina/Telecom: Telecom Argentina S.A.

 

Micro Sistemas/Pem/Cable Imagen/AVC Continente Audiovisual/Inter Radios/Personal Smarthome: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the LGS, or were controlled by the Company, directly or indirectly: Micro Sistemas S.A.U., Pem S.A.U., Cable Imagen S.R.L., AVC Continente Audiovisual S.A., Inter Radios S.A.U., Personal Smarthome S.A.

 

Telecom USA/Núcleo/Personal Envíos/Tuves Paraguay/Televisión Dirigida/Adesol/Opalker: Names corresponding to foreign companies Telecom Argentina USA, Inc., Núcleo S.A.E, Personal Envíos S.A., Tuves Paraguay S.A., Televisión Dirigida S.A., Adesol S.A. and Opalker S.A., respectively, companies that are directly or indirectly controlled according to the definition of the LGS.

 

La Capital Cable/Ver TV/TSMA: Names corresponding to limited companies La Capital Cable S.A., Ver T.V. S.A. and Teledifusora San Miguel Arcángel S.A., respectively, companies that are directly or indirectly associates according to the definition of the LGS.

 

BYMA (Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange.

 

Cablevisión: Company absorbed by Telecom since January 1, 2018, whose activities are continued by Telecom.

 

CAPEX: Capital expenditures.

 

CNV (Comisión Nacional de Valores): The Argentine National Securities Commission.

 

CPCECABA (Consejo Profesional de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires): The Professional Council of Economic Sciences of the City of Buenos Aires.

 

CVH: Cablevisión Holding S.A., controlling company of Telecom since January 1, 2018.

 

D&A: Depreciation and amortization.

 

DNU (Decreto de Necesidad y Urgencia): Decree of Urgency issued by the Argentine Government.

 

ENACOM (Ente Nacional de Telecomunicaciones): The Telecommunications Regulatory Authority of Argentina.

 

FACPCE (Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.

 

Fintech: Fintech Telecom LCC, a Telecom shareholder.

 

Fixed assets: Includes PP&E, Intangible assets, Goodwill and Rights of use assets.

 

IGJ (Inspección General de Justicia): General Board of Corporations.

 

LAD (Ley Argentina Digital): Argentine Digital Law No. 27,078.

 

IAS: International Accounting Standards.

 

IASB: International Accounting Standards Board.

 

ICT services (Information and Communication Technology services): Services to transport and distribute signals or data, such as voice, text, video and images, provided or requested by third-party users, through telecommunications networks.

 

IFRS: International Financial Reporting Standards, as issued by the International Accounting Standards Board.

 

INDEC (Instituto Nacional de estadísticas y censos): The National Institute of statistics and cense.

 

LGS (Ley de General de Sociedades): Argentine Corporations Law No. 19,550 as amended. Since the enforcement of the new Civil and Commercial Code its name was changed to “General Corporations Law”.

 

NDF: Non-Deliverable Forward.

 

NYSE: New York Stock Exchange.

 

F-7 

 

 

TELECOM ARGENTINA S.A.

 

 

PEN (Poder Ejecutivo Nacional): The executive branch of the Argentine government.

 

PP&E: Property, plant and equipment.

 

RECPAM (Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).

 

Roaming: charges from the use of networks of other national and international operators.

 

RT: Technical resolutions issued by the FACPCE.

 

RT 26: Technical resolution No, 26 issued by the FACPCE, amended by RT29 and RT43.

 

RMB: Official currency of Popular Republic of China.

 

SEC: Securities and Exchange Commission of the United States of America.

 

TMF Administration Trust / TMF Trust: Administration Trust – Telecom Argentina’s refinancing plan agreed with TMF Trust Co.

 

UVA (Unidad de Valor Adquisitivo): Purchasing Value Unit.

 

VLG: VLG S.A.U. (formerly VLG Argentina LLC), a company that is a shareholder of the Company and controlled by CVH.

 

 

In these unaudited consolidated financial statements, unless otherwise stated, Argentine peso amounts are stated in millions.

 

F-8 

 

 

TELECOM ARGENTINA S.A.

 

NOTE 1 – BASIS OF PREPARATION OF THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

 

a)Basis of preparation and significant accounting policies

 

As required by the CNV, the unaudited consolidated financial statements of the Company have been prepared in accordance with RT 26 of FACPCE (and its amendments), which adopted IFRS as issued by the IASB, standards also adopted by the CPCECABA.

 

For the preparation of these unaudited consolidated financial statements, the Company has elected to make use of the option provided by IAS 34 and has prepared them in its condensed form. Therefore, these financial statements do not include all the information required in an annual financial statement and, consequently, they must be read jointly with the annual financial statements as of December 31, 2020. The annual financial statements can be consulted at the website of Telecom Argentina (https://inversores.telecom.com.ar/ar/es/balance-anual.html).Therefore, these unaudited consolidated financial statements were prepared following the same accounting policies as in the most recent annual financial statements.

 

These unaudited consolidated financial statements were prepared including in the consolidation process the following companies:

 

 

Company

 

Main Activity

 

Country

Telecom Argentina's
direct and indirect
interest in capital
stock and votes
Núcleo Mobile telecommunications Services Paraguay 67.50%
Personal Envíos Mobile financial services Paraguay 67.50%
Tuves Paraguay Distribution of television and audio signals direct to home Paraguay 67.50%
Micro Sistemas Services related to the use of electronic payment media Argentina 100.00%
Pem Investments Argentina 100.00%
Cable Imagen Closed-circuit television Argentina 100.00%
Televisión Dirigida Cable television services Paraguay 100.00%
Adesol (a) Holding Uruguay 100.00%
AVC Continente Audiovisual (b) Broadcasting services Argentina 60.00%
Inter Radios Broadcasting services Argentina 100.00%
Telecom USA Telecommunication services USA 100.00%
Personal Smarthome S.A. (c) Security solutions and services Argentina 100.00%
Opalker S.A. (d) Cybersecurety and related services Uruguay 100.00%

 

(a)Includes the 100% interest in Telemas S.A., whose objective is managing the following special-purpose entities: Audomar S.A., Bersabel S.A., Dolfycor S.A., Reiford S.A., Space Energy S.A., Tracel S.A. and Visión Satelital S.A.
(b)On October 27, 2021, Telecom acquired the remaining 40% of AVC Continente Audiovisual's capital stock. For further information, see Note 28 to these unaudited consolidated financial statements.
(c)Company started on December 30, 2020 and registered in the IGJ on June 9, 2021. As of September 30, 2021 is a dormant entity.
(d)Company acquired on July 27, 2021. As of September 30, 2021 is a dormant entity. For further information, see Note 27 c) to these unaudited consolidated financial statements.

 

The preparation of these unaudited consolidated financial statements in accordance with IFRS requires that the Company's Management make estimates that affect the figures disclosed in the financial statements or its complementary information. Actual results may differ from these estimates.

 

These unaudited consolidated financial statements were prepared in current currency as of September 30, 2021 (see item e) on an accrual basis of accounting (except for the statement of cash flows). Under this basis, the effects of transactions are recognized when they occur. Therefore, income and expenses are recognized at fair value on an accrual basis regardless of when they are received or paid. When significant, the differences between the fair value and the nominal amount of income and expenses are recognized as finance income or expense using the effective interest method.

 

These unaudited consolidated financial statements as of September 30, 2021, were approved by resolution of the Board of Directors’ meeting held on November 9, 2021.

 

F-9 

 

 

TELECOM ARGENTINA S.A.

 

b)Unaudited consolidated financial statement formats

 

The unaudited consolidated financial statement formats adopted are consistent with IAS 1. In particular:

 

·the consolidated statements of financial position have been prepared by classifying assets and liabilities according to the “current and non-current” criterion. Current assets and liabilities are those that are expected to be realized/settled within twelve months after the period-end;
·the consolidated income statements have been prepared by classifying operating expenses by nature of expense as it represents the way that the business is monitored by the Executive Committee and the CEO and, additionally, is in line with the usual presentation of expenses in the ICT services industry;
·the consolidated statements of comprehensive income include the net income (loss) of the period included in the consolidated income statement and all components of other comprehensive income;
·the consolidated statements of changes in equity have been prepared showing separately (i) net income (loss) of the period, (ii) other comprehensive income (loss) of the period, and (iii) transactions with shareholders (controlling and non-controlling interest) if corresponds;
·the consolidated statements of cash flows have been prepared by presenting cash flows from operating activities according to the “indirect method”, as permitted by IAS 7.

 

These unaudited consolidated financial statements contain all disclosures required under IAS 34. Some additional disclosures required by the LGS and/or by the CNV have been also included.

 

c)    Segment information

 

An operating segment is defined as a component of an entity that engages in business activities from which it may earn revenues and incur expenses, and whose financial information is available, held separately, and evaluated regularly by the chief operating decision maker. In the case of the Company, the Executive Committee and the Chief Executive Officer (“CEO”) are responsible for controlling recourses and for the economic and financial performance of Telecom.

 

The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit in Argentina, according to the current regulatory context of the converged ICT services industry (adding to the same segment the activities related to the mobile services, internet services, cable television services and fixed telephony services, services governed by the same regulatory framework of ICT services). To exercise its functions, both the Executive Committee and the CEO receive periodically the economic and financial information of Telecom Argentina and its subsidiaries (in currency of the date of each transaction), that is prepared as a single segment, and evaluate the evolution of business as a results generation unit, administrating the resources in a unique way to achieve the objectives. Regarding costs, they are not specifically appropriated to a type of service, considering that the Company has a single payroll and general operating expenses that affect all services in general (non-specific). On the other hand, decisions on CAPEX affect all the types of services provided by Telecom in Argentina and not specifically one of them. Based on what was previously described and under the accounting principles established in IFRS as issued by the IASB, it was defined that the Company has a single segment of operations in Argentina.

 

Telecom carries out activities abroad (Paraguay, United States of America and Uruguay). These operations are not analyzed as a separate segment by the Executive Committee and the CEO, who analyze the consolidated information of companies in Argentina and abroad (in currency of the date of each transaction), considering that the activities of foreign companies are not significant for Telecom. The operations that Telecom carries out abroad do not meet the aggregation criteria established by the standard to be grouped within the "Services rendered in Argentina" segment, and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category "Other abroad segments".

 

Presented below is the Segment financial information as analyzed by the Executive Committee and the CEO for the nine-month periods ended September 30, 2021 and 2020:

 

F-10 

 

 

TELECOM ARGENTINA S.A.

 

q Consolidated Income Statement as of September 30, 2021

 

  Services
rendered in
Argentina
Services
rendered in
Argentina –
Inflation
restatement
Services
rendered in
Argentina
restated for
inflation
Other abroad
segments
Other
abroad
segments –
Inflation
restatement
Other abroad
segments
restated for
inflation
Eliminations Total
Revenues 241,078 31,593 272,671 17,859 3,849 21,708 (1,396) 292,983
Operating costs without depreciation, amortization and impairment of fixed assets (161,910) (23,656) (185,566) (10,514) (2,901) (13,415) 1,396 (197,585)
Adjusted EBITDA 79,168 7,937 87,105 7,345 948 8,293 - 95,398
Depreciation, amortization and impairment of fixed assets (32,832) (55,929) (88,761) (4,605) (847) (5,452) - (94,213)
Operating income 46,336 (47,992) (1,656) 2,740 101 2,841 - 1,185
                 
  Earnings from associates             210
  Debt financial results             21,219
  Other financial results, net             9,371
Income before income tax expense             31,985
  Income tax expense               (30,960)
Net income               1,025
                 
Attributable to:                
Controlling Company               358
Non-controlling interest             667
                1,025

 

q Consolidated Income Statement as of September 30, 2020

 

  Services
rendered in
Argentina
Services
rendered in
Argentina –
Inflation
restatement
Services
rendered in
Argentina
restated for
inflation
Other
abroad
segments
Other
abroad
segments –
Inflation
restatement
Other abroad
segments
restated for
inflation
Eliminations Total
Revenues 177,666 119,339 297,005 13,004 8,766 21,770 (1,299) 317,476
Operating costs without depreciation, amortization and impairment of fixed assets (113,782) (77,704) (191,486) (8,225) (5,542) (13,767) 1,299 (203,954)
Adjusted EBITDA 63,884 41,635 105,519 4,779 3,224 8,003 - 113,522
Depreciation, amortization and impairment of fixed assets (22,958) (55,642) (78,600) (3,048) (2,306) (5,354) - (83,954)
Operating income 40,926 (14,007) 26,919 1,731 918 2,649 - 29,568
                 
  Earnings from associates             567
  Debt financial expenses             (31,514)
  Other financial results, net             11,336
Income before income tax expense             9,957
  Income tax expense               (11,861)
Net loss               (1,904)
                 
Attributable to:                
Controlling Company               (2,508)
Non-controlling interest               604
                (1,904)

 

F-11 

 

 

 

TELECOM ARGENTINA S.A.

 

 

Additional information per geographical area required under IFRS 8 (Operating Segments) is disclosed below:

 

  As of September 30, As of December 31
  2021 2020 2020
Sales revenues from customers located in Argentina 271,699 295,856 n/a
Sales revenues from foreign customers 21,284 21,620 n/a
       
CAPEX corresponding to the segment “Services rendered in Argentina” 49,875 47,564 n/a
CAPEX corresponding to the segment “Other abroad segments” 4,025 5,770 n/a
       
Fixed assets corresponding to the segment “Services rendered in Argentina” 885,372 n/a 915,081
Fixed assets corresponding to the segment “Other abroad segments” 31,978 n/a 36,188
       
Financial Debt corresponding to the segment “Services rendered in Argentina” 241,582 n/a 266,366
Financial Debt corresponding to the segment “Other abroad segments” 7,125 n/a 7,825
       

 

d)Net earnings per share

 

Basic earnings per share is calculated by dividing the net income for the period attributable to owners of the Parent Company by the weighted average number of ordinary shares outstanding during the period. On the other hand, diluted earnings per share is computed by dividing the net income for the period attributable to owners of the Parent Company by the weighted average number of common shares issued and to be potentially issued at the end of the period. Since the Company has no dilutive potential common stock outstanding, basic and dilutive earnings per share amounts are the same.

 

For the nine-month periods ended September 30, 2021 and 2020, the weighted average number of shares outstanding amounted to 2,153,688,011.

 

e)Financial reporting in hyperinflationary economies

 

IAS 29 establishes the conditions under which an entity shall restate its financial statements if it operates in an economic environment considered hyperinflationary.

 

To determine the existence of a highly inflationary economy under the terms of IAS 29, the standard details a series of characteristics to consider, including a cumulative inflation rate over three years that approximates or exceeds 100%.

 

The macroeconomic events that have taken place in the country during the year 2018 and the three-year accumulated inflation rate as of December 31, 2018, that reached 147.8%, evidenced compliance with the qualitative and quantitative factors provided for in IAS 29 to consider Argentina as a highly inflationary economy for accounting purposes. On the other hand, the FACPCE issued Resolution No. 539/18 on September 29, 2018 in which defined the need to restate the financial statements of Argentine companies for reporting periods ended after July 1, 2018, establishing specific issues in relation to the inflation restatement such as, for example, the indexes to be used (Resolution approved on October 10, 2018, by the CPCECABA through Resolution No. 107/18).

 

In addition, Law No. 27,468 amended Section 10 of Law No. 23,928, and its amendments, providing that the repeal of all the laws and regulations that establish or authorize price indexation, currency restatement, cost variation or any other form of restatement of debts, taxes, prices or fees related to goods, works in progress or services, does not apply to financial statements, which remain subject to Section 62 of the General Associations Law, as amended. In addition, it repealed Decree No. 1,269/02, as amended, and delegated to the PEN, through its oversight agencies, the power to set the date as from which those regulations will come into effect in relation to the financial statements that are presented to them.

 

Therefore, through Resolution No. 777/18, the CNV established the method to restate financial statements in current currency in accordance with IAS 29 for years/periods ended since December 31, 2018. Therefore, these unaudited consolidated financial statements are restated in current currency of September 30, 2021.

 

In relation to the inflation index to be used, according to Resolution No. 539/18, it was determined according to the Internal Wholesale Price Index (IWPI) until the year 2016, considering for the months of November and December 2015 the average variation of the Consumer Price Index (CPI) of the Autonomous City of Buenos Aires. Then, from January 2017, the National Consumer Price Index (National CPI) was considered.

 

F-12 

 

 

TELECOM ARGENTINA S.A.

 

 

The table below shows the evolution of such indexes in the last two years and as of September 30, 2021 and 2020 according to official statistics (INDEC) in accordance with Resolution No. 539/18 and the devaluation of the Argentine peso vs. de US dollar for the same years / periods:

 

  As of December
31, 2019

As of
September

30, 2020

As of December
31, 2020

As of
September

30, 2021

         
National Consumer Price Index (December 2016=100) 283.44 346.62 385.88 528.50
         
Variation in Prices        
Annual / Interannual 53.8% 36.6 36.1% 52.5%
Accumulated 3 months since June 2020 / 2021 n/a 7.7% n/a 9.3%
Accumulated 9 months n/a 22.3 n/a 37.0
         
Banco Nación US$/$ exchange rate 59.89 76.18 84.15 98.74
         
Variation in the exchange rate        
Annual / Interannual 58.9% 32.3% 40.5% 29.6%
Accumulated 3 months since June 2020 / 2021 n/a 8.1% n/a 3.2%
Accumulated 9 months n/a 27.2% n/a 17.3%

 

The Company followed the same restatement policies for items identified in the annual consolidated financial statements as of December 31, 2020.

 

NOTE 2 – CASH AND CASH EQUIVALENTS AND INVESTMENTS. ADDITIONAL INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS. DIVIDENDS PAYABLES

 

a)Cash and cash equivalents and Investments

 

  September 30, December 31,
Cash and cash equivalents 2021 2020
  Cash and Banks   13,848 6,362
  Time deposits 2,893 4,856
  Mutual funds 330 12,048
  Government bonds at fair value - 2,108
Total cash and cash equivalents 17,071 25,374
Investments    
Current    
  Government bonds at fair value 6,055 6,922
  Government bonds at amortized cost - 172
  Mutual funds (a) 2,165 1,975
  Allowance for credit risk (b) - (109)
Total current investments 8,220 8,960
Non- current    
  Government bonds at amortized cost - 469
  Investments in associates (c) 2,778 2,774
  2003 Telecommunications Fund 1 1
  Allowance for credit risk (b) - (297)
Total non-current investments 2,779 2,947

 

(a)As of September 30, 2021 includes $1,418 and $1,880 in Investments in guarantee of financial operations as of September 30, 2021 and December 31, 2020, respectively.
(b)Constituted following the expected credit losses parameters provided by IFRS 9 as a consequence of a significant increase in these financial instruments’ credit risk.
(c)Information on Investments in associates is detailed below:

 

Financial position information:

Companies Main activity Country Percentage of
capital
stock owned and
voting rights
Valuation as of
09.30.2021
Valuation as of
12.31.2020
Ver TV, (1) Cable television station Argentina 49,00 1,720 1,670
TSMA (1) (2) (3) Cable television station Argentina 50,10 589 621
La Capital Cable (1) (2) Closed-circuit television Argentina 50,00 469 477
Other minor investments in associates at equity method (4)       - 6
Total       2,778 2,774

 

(1)Data about the issuer arises from extra-accounting information.
(2)Direct and indirect interest.
(3)Despite owning a percentage higher than a 50% of interest, the Company does not have the control in accordance with the requirements of IFRS.
(4)As of September 30, 2021, were reclassified to current other receivables – Other.

 

F-13 

 

 

TELECOM ARGENTINA S.A.

 

 

Earnings information:

 

 

Three-months periods ended

September 30,

 

Nine-months periods ended

September 30,

  2021 2020   2021 2020
Ver TV 77 156   180 415
TSMA 22 50   38 125
La Capital Cable (15) 7   (8) 27
Total 84 213   210 567

 

Movements in the allowance of current credit risk are as follows:

 

  September 30,
  2021 2020
At the beginning of the fiscal year (109) (118)
Additions – Exchange differences (11) (72)
Reclassifications (68) (834)
Uses (includes RECPAM) 188 936
At the end of the period - (88)

 

Movements in the allowance of non-current credit risk are as follows:

 

  September 30,
  2021 2020
At the beginning of the fiscal year (297) (1,825)
Additions – Exchange differences (23) (343)
Reclassifications 68 834
Uses (includes RECPAM) 252 1,092
At the end of the period - (242)

 

b)Additional information on the consolidated statements of cash flows

 

The Company applies the indirect method to reconcile the net income for the year with the cash flows generated by its operations.

 

For purposes of the preparation of the consolidated statements of cash flows, cash and cash equivalents comprise cash, bank current accounts and short-term highly liquid investments (with a maturity of three months or less from the date of acquisition). Bank overdrafts are disclosed in the statement of financial position as current financial debts and its flows in the consolidated cash flow statements as proceed and payment of financial debt, because they are part of the short-term financial permanent structure of Telecom Argentina and its subsidiaries.

 

Changes in assets/liabilities components:

 

  September 30,
Net increase in assets 2021 2020
Trade receivables (8,430) (11,266)
Other receivables (4,308) (4,646)
Inventories (349) (669)
  (13,087) (16,581)
Net increase (decrease) in liabilities    
Trade payables 4,215 4,942
Salaries and social security payables 3,965 1,636
Taxes payables (1,685) 1,878
Other liabilities and provisions (2,131) (1,098)
  4,364 7,358

 

Main Financing activities components

 

The following table presents the main financing activities components:

 

Bank overdrafts 10,803 -
Notes 24,993 25,150
Bank and other financial entities loans 6,194 32,153
Loans for purchase of equipment 1,327 3,879
Total financial debt proceeds 43,317 61,182

 

F-14 

 

 

 

TELECOM ARGENTINA S.A.

 

 

  September 30,
  2021 2020
Bank overdrafts - (9,632)
Notes (16,071) (12,873)
Bank and other financial entities loans (12,140) (62,888)
Loans for purchase of equipment (2,442) (2,345)
Total payment of debt (30,653) (87,738)
Bank overdrafts (2,012) (5,006)
Notes (9,205) (6,857)
Bank and other financial entities loans (7,262) (10,118)
By NDF, purchase of equipment and others (1,593) (2,004)
Total payment of interest and related expenses (20,072) (23,985)

 

Main non-cash operating transactions

 

Main non-cash operating transactions and that were eliminated from the consolidated statement of cash flows are the following:

 

PP&E and intangible assets acquisition financed with accounts payable 17,054 23,996
Dividends paid with investments not considered as cash and cash equivalents 36,312 -
Social security payables cancelled with government bonds 1,194 -
Trade receivables cancelled with government bonds 2,137 640
Trade payables cancelled with financial debt 4,224 -
Income tax payments cancelled with other tax receivables - 75

 

Proceeds from dividends

 

Brief information on dividends collected by the Company is provided below:

 

Nine-month
periods ended

September 30,

Associate

Company

Dividends collected
Currency of the
transaction date
Current currency
as of September
30,
2021
2021 Ver TV 109 138
  TSMA 57 73
      (*)   211
2020 Ver TV 9 49
  TSMA 5 21
      70

 

(*) Includes $11 corresponding to dividends distributed during 2020.

 

Cash and non-cash dividends distributed and paid

 

Non-cash dividends distributed and paid

 

Telecom Argentina’s General Extraordinary Shareholders’ Meeting held on August 11, 2021, resolved to distribute non- cash assets dividends as follows: i) Global Bonds of the Argentine Republic amortizable in US dollars maturing on July 9, 2030 (the “2030 Global Bonds”) for a nominal value of US$370,386,472 and ii) Global Bonds of the Argentine Republic amortizable in US dollars maturing on July 9, 2035 (the “2035 Global Bonds”) for a nominal value of US$186,621,565.

 

Consequently, the valuation of non- cash dividends was established at $ 35,068,340,043 Argentine pesos ($ 36,312 in current currency as of September 30, 2021), and partially withdraw the “Voluntary reserve to maintain the Company’s level of investments in capital assets and the current level of solvency” for such amount.

 

Cash dividends distributed and paid

 

Brief information on cash dividends distributed and paid is provided below:

 

Nine-months
periods ended

September
30,
 

Paying

company

Distribution
month
Distributed amount

Payment
month 

Dividends
paid in current
currency as of
September 30,
2021
Currency of the
transaction date

 

Current currency
as of September 30,
2020

2021 Núcleo April 2021 650 758 May 2021 360
        (a)    758   360
2020 Núcleo April 2020 295 494 May 2020 241
        (b)    494   241

 

(a)The second installment was paid in October 2021.
(b)The second installment was paid in October 2020.

 

c)Dividends payable

 

  September 30, December 31,
  2021 2020
  ABC Telecomunicaciones 324 -
Total dividends payable 324 -

 

F-15 

 

 

TELECOM ARGENTINA S.A. 

 

 

NOTE 3 – TRADE RECEIVABLES

 

  September 30, December 31,
Current 2021 2020
  Ordinary receivables 29,575 39,492
  Companies under section 33 - Law No. 19,550 and related parties (Note 24.c) 170 226
  Contractual asset IFRS 15 4 63
  Allowance for doubtful accounts (9,808) (13,819)
  19,941 25,962
Non-current    
  Ordinary receivables 60 73
  Contractual asset IFRS 15 24 8
  84 81
Total trade receivables, net 20,025 26,043

 

Movements in the allowance for current doubtful accounts are as follows:

 

  September 30,
  2021 2020
At the beginning of the fiscal year (13,819) (8,860)
Additions – Bad debt expenses (5,362) (12,019)
Uses and currency translation adjustments (includes RECPAM) 9,373 6,530
At the end of the period (9,808) (14,349)

 

NOTE 4 – OTHER RECEIVABLES

 

  September 30, December 31,
Current 2021 2020
  Tax credits 923 3,796
  Prepaid expenses 4,151 2,116
  Companies under section 33 - Law No. 19,550 and related parties (Note 24.c) 192 205
  Receivables from sale of customer relationship 20 39
  Financial NDF - 2
  Other 1,334 1,852
  Allowance for other receivables (370) (456)
  6,250 7,554

 

Non Current    
  Tax credits - 1,177
  Prepaid expenses 2,285 228
  Regulatory receivables (Núcleo) 275 366
  Receivables from sale of customer relationship 21 56
  Other 363 364
  2,944 2,191
Total other receivables, net 9,194 9,745

 

Movements in the allowance for current other receivables are as follows:

 

  September 30,
  2021 2020
At the beginning of the year (456) (64)
Increases - (66)
Uses (includes RECPAM) 86 20
At the end of the period (370) (110)

 

F-16 

 

 

TELECOM ARGENTINA S.A.

 

NOTE 5 – INVENTORIES

 

  September 30, December 31,
  2021 2020
Mobile handsets and others 2,840 3,727
Inventories for construction projects 807 1,719
Subtotal 3,647 5,446
Allowance for obsolescence of inventories (298) (348)
Total inventories 3,349 5,098

 

Movements in the allowance for obsolescence of inventories are as follows:

 

  September 30,
  2021 2020
At the beginning of the year (348) (435)
Additions (1) (52)
Uses (includes RECPAM) 51 29
At the end of the period (298) (458)

 

NOTE 6 – GOODWILL

 

  September 30, December 31,
  2021 2020
Argentina (1) 343,185 343,273
Abroad (2) 1,459 1,735
Total goodwill 344,644 345,008

 

(1)The decrease in the amounts with respect to balance as of December 31, 2020 corresponds to impairment of fixed assets.
(2)The decrease in the amounts with respect to balance as of December 31, 2020 corresponds to temporary currency translation adjustments.

 

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

 

  September 30, December 31,
  2021 2020
PP&E 416,384 444,126
Valuation allowance for obsolescence and impairment of materials (4,349) (3,566)
Impairment allowance of PP&E (2,257) (1,112)
Total property, plant and equipment 409,778 439,448

 

Movements in PP&E (without allowance for obsolescence and impairment of materials and impairment allowance of PP&E) are as follows:

 

  September 30,
  2021 2020
At the beginning of the year 444,126 462,977
  CAPEX 51,931 51,140
  Currency translation adjustments (3,087) (1,121)
  Net carrying value of decreases and consumption of materials (874) (386)
  Depreciation of the period (75,712) (66,648)
At the end of the period 416,384 445,962

 

Movements in the valuation allowance for obsolescence and impairment of materials are as follows:

 

  September 30,
  2021 2020
At the beginning of the year (3,566) (2,805)
(Additions) / Reversals (802) 76
Currency translation adjustments 19 6
At the end of the period (4,349) (2,723)

 

Movements in the impairment allowance of PP&E are as follows:

 

  September 30,
  2021 2020
At the beginning of the year (1,112) (1,496)
Additions (1,145) (328)
Uses - 515
At the end of the period (2,257) (1,309)

 

F-17 

 

 

TELECOM ARGENTINA S.A.

 

NOTE 8 – INTANGIBLE ASSETS

 

  September 30, December 31,
  2021 2020
Intangible assets 142,172 151,013
Impairment allowance (8,412) (8,541)
Total intangible assets 133,760 142,472

 

Movements in Intangible assets (without considering the impairment allowance) are as follows:

 

  September 30,
  2021 2020
At the beginning of the year 151,013 162,579
  CAPEX 1,969 2,194
  Currency translation adjustments (274) (102)
  Net carrying value of decreases (4) -
  Amortization of the period (10,532) (10,986)
At the end of the period 142,172 153,685

 

Movements in Impairment allowance of intangible assets are as follows:

 

  September 30,
  2021 2020
At the beginning of the year (8,541) (8,654)
(Additions) / Reversal 129 (99)
At the end of the period (8,412) (8,753)

 

NOTE 9 – RIGHT OF USE ASSETS

 

  September 30, December 31,
  2021 2020
Leases rights of use    
 - Sites 19,060 13,832
 - Real estate and others 3,836 4,100
 - Poles 1,951 1,923
Indefeasible rights of use 1,029 1,029
Asset retirement obligations 3,292 3,457
Total rights of use assets 29,168 24,341

 

Movements in right of use assets are as follows:

 

  September 30,
  2021 2020
At the beginning of the year 24,341 17,711
  CAPEX 12,619 8,720
  Net carrying value of decreases (664) (212)
  Currency translation adjustments (266) (90)
  Amortization of the period (6,862) (5,893)
At the end of the period 29,168 20,236

 

NOTE 10 – TRADE PAYABLES

 

  September 30, December 31,
Current 2021 2020
  Suppliers and commercial accruals 42,677 52,654
  Companies under Sect. 33–Law No. 19,550 and Related Parties (Note 24.c) 1,269 1,250
  43,946 53,904
Non-current    
  Suppliers and commercial accruals 1,313 3,353
  1,313 3,353
Total trade payables 45,259 57,257

 

F-18 

 

 

TELECOM ARGENTINA S.A.

 

NOTE 11 – FINANCIAL DEBT

 

  September 30, December 31,
Current 2021 2020
  Bank overdrafts – principal 13,733 5,414
  Bank and other financial entities loans – principal 32,726 10,434
  Notes – principal 1,800 18,885
  NDF 185 707
  Loans for purchase of equipment 3,436 3,364
  Accrued interest and related expenses 14,816 18,174
  66,696 56,978

 

Non-current    
  Notes – principal 91,395 77,427
  Bank and other financial entities loans – principal 62,172 100,589
  NDF - 14
  Loans for purchase of equipment 4,318 5,697
  Accrued interest and related expenses 24,126 33,486
  182,011 217,213
Total financial debt 248,707 274,191

 

Movements in Financial debt are as follows:

 

  Balances at
the
beginning of
the year

 

Cash
Flows

 

Accrued
interests

Exchange
differences,
currency
translation
adjustments
and others
Balances
as of
September
30, 2021
Balances
as of
September
30, 2020
Bank overdrafts 5,414 10,803 - (2,484) 13,733 5,875
Bank and other financial entities loans – principal 111,023 (5,946) - (10,179) 94,898 109,241
Notes – principal 96,312 8,922 - (12,039) 93,195 83,876
NDF 721 (1,546) - 1,010 185 1,123
Loans for purchase of equipment 9,061 (1,115) - (192)

 

7,754

9,416
Accrued interests and related expenses 51,660 (18,757) 10,605 (4,566) 38,942 52,548
Total as of September 30, 2021 274,191 (7,639) 10,605 (*)    (28,450) 248,707  
             
Total as of September 30, 2020 283,405 (50,779) 15,552 13,901   262,079

 

(*) Includes $4,224 of loans that do not represent cash movement.

 

Most of the loans subscribed by the Company contain standard compliance ratios for this kind of agreements, As of September 30, 2021, Telecom has complied with them.

 

Recent developments of Financial debt as of the date of these unaudited consolidated financial statements are detailed below:

 

Telecom Argentina

 

Global Programs for the issuance of Notes

 

On December 28, 2017, Telecom Argentina held an Ordinary Shareholders’ Meeting that approved a Notes Global Program for a maximum outstanding amount of US$3,000 million or its equivalent in other currencies.

 

On January 23, 2020, the Company informed CNV about the renewal of the period of placement of Notes. Operations carried out during the period ended September 30, 2021 within the mentioned Program are described below:

 

·Series 3 in Argentine Pesos

 

On January 31, 2020, the Company issued Series 3 Notes for a nominal value of $3,197 maturing on January 31, 2021.

 

During 2020, the Company repurchased approximately $86 (principal nominal value) and on January 2021 repurchased approximately $150 (principal nominal value) at the market value of each repurchase date, which did not significantly differ from their accounting valuation on that date.

 

On maturity date, the Company cancelled the remaining balance of Series “3” Notes for a total amount of $3,249 ($2,961 of principal and $288 of interest).

 

F-19 

 

 

 

TELECOM ARGENTINA S.A.

 

·Series 4 in Argentine Pesos

 

On January 31, 2020, the Company issued Series 4 Notes for a nominal value of $1,200, maturing on July 31, 2021.

 

On maturity date, the Company cancelled the remaining balance of Series “4” Notes for a total amount of $1,322 ($1,200 of principal and $122 of interest).

 

·Series 8 Notes

 

The Company announced, from January 14, 2021, the subscription of notes for a total nominal value determined in UVA equivalent for up to $1,500, that could be increased to $12,000, The amount of the Notes finally issued and its main characteristics are detailed below:

 

Issuance date: January 20, 2021.

Amount involved: 133,628,950 UVA (equivalent to $8,708,598,672 Argentine pesos as of the date of issuance).

Maturity Date: January 20, 2025.

Amortization: Principal will be paid in one installment at maturity date.

Interest rate and Payment Date: It bears interests on a quarterly basis from its issuance date until its maturity date at an annual fixed rate of 4.00%. Interests are paid on a quarterly basis, and the last interest payment date will be on the maturity date.

 

The Company received a disbursement for a total amount of $8,664, since $45 corresponding to debt issuance expenses were deducted from the initial disbursement (amount corresponding to the transaction date).

 

As of September 30, 2021, an amount of $11,913 remained unpaid.

 

·Series 9 Notes

 

The Company announced, from June 1, 2021, the subscription of notes for a total nominal value determined in US dollars equivalent for up to US$15 million, that could be increased to US$120 million, payable in Argentine pesos to the applicable exchange rate. The amount of the Notes finally issued and its main characteristics are detailed below:

 

Issuance date: June 7, 2021.

Amount involved: US$91.8 million payable in Argentine pesos to the applicable exchange rate (equivalent to $8,699 Argentine pesos as of the date of issuance).

Maturity Date: June 7, 2024.

Amortization: Principal will be paid in one installment at maturity date.

Interest rate and Payment Date: It bears interests on a quarterly basis from its issuance date until its maturity date at an annual fixed rate of 2.75%. Interests are paid on a quarterly basis, and the last interest payment date will be on the maturity date.

 

The Company received a disbursement for a total amount of $8,655, since $44 corresponding to debt issuance expenses were deducted from the initial disbursement (amount corresponding to the transaction date).

 

The Company used US$91 million of the proceeds of Series 9 Notes for the total cancellation of Series “A” Notes maturing in June 2021 (see below “Cancellation of Series “A” Notes).

 

As of September 30, 2021, an amount of $9,038 remained unpaid.

 

·Cancellation of Series “A” Notes

 

On June 15, 2021, the Company cancelled the outstanding Series “A” Notes for a total amount of US$106.6 million (US$103.2 million of principal and US$3.4 million of interest).

 

Bank and other financing entities loans

 

China Development Bank Shenzhen Branch (“CDB”) Loan

 

On December 14, 2020, the Company agreed with CDB a compromised line of credit of up to RMB 700 million (equivalent to approximately US$100 million), that can be increased to RMB 1,400 million, structured in several tranches- The increase in the amount will be subject to the granting of an insurance by the China Export & Credit Insurance Corporation.

 

F-20 

 

 

TELECOM ARGENTINA S.A.

 

The proceeds from the loan will be used by the Company to finance its investment plan related to the acquisition of telecommunications equipment.

 

As of September 30 2021, the Company had subscribed the second, the third, the fourth, the fifth, the sixth and the seventh tranches for a total of RMB233 million (equivalent to approximately $3,359), bearing an annual interest rate of 6.8% payable semi-annually. Principal will be cancelled in 11 semi-annual and consecutive installments since the subscription date of each installment.

 

As of September 30, 2021, an amount of RMB251 million remained unpaid (equivalent to $3,838).

 

On October 27, 2021, the Company received a disbursement of RMB 43.5 million (equivalent to approximately $671).

 

Santander Río Bank Loan

 

On August 18, 2021, the Company subscribed a loan agreement with Santander Río Bank S.A. for a total amount of $4,000. Total principal will be settled by one payment at maturity date, which will be on August 18, 2022. The loan bears interest that will be paid in a monthly basis from its issuance date until its maturity date at a fixed rate of 40.50%.

 

As of September 30, 2021, an amount of $4,010 remained unpaid.

 

BBVA Bank Loan

 

On August 10, 2021, the Company subscribed a loan agreement with BBVA Argentina Bank S.A. for a total amount of $1,000. Total principal will be settled by one payment at maturity date, which will be on August 5, 2022. The loan bears interest that will be paid in a monthly basis from its issuance date until its maturity date at a fixed rate of 40.75%.

 

As of September 30, 2021, an amount of $1,014 remained unpaid.

 

Loan Cancellation with Macro Bank

 

On September 16, 2021, the Company cancelled the remaining balance of a loan agreement with Macro Bank S.A. for $4,412 million ($4,000 of capital and $412 of interest).

 

Loans for purchase of equipment

 

Cisco Systems Capital Corporation

 

The Company has debt agreements with Cisco Systems Capital Corporation related to purchase equipment financing, amounting to US$82.7 million (of which US$ 23 million were received during the period ended September 30, 2021). Such agreements have an average maturity term of fifty months with partial repayments and accrue an average annual interest of 4%.

 

As of September 30, 2021, an amount of US$83 million remained unpaid, equivalent to $8,203.

 

Finnvera

 

On May 14, 2021, the Company submitted a proposal for an export credit line for a total amount of up to US$30 million to the following entities: (i) JPMorgan Chase Bank, N.A., London Branch, as initial lender, lead coordinator and guarantee of residual risk, (ii) JPMorgan Chase Bank, N.A., London Branch, as a financing agent, and (iii) JPMorgan Chase Bank, N.A, Buenos Aires branch, as a local custody agent, which was accepted on the same date.

 

The credit line is guaranteed by Finnvera plc, the official export credit agency of Finland, which granted a bond in favor of the lenders subject to certain terms and conditions.

 

The proceeds from the loans under this credit line will be used to finance up to 85% of the value of certain imported goods and services, the value of certain national goods and services and the total payment of the Finnvera premium equivalent to 14.41% of the total amount committed by the lenders under the credit line.

 

On July 27, 2021, the Company received a disbursement for a total amount of US$5.1 million (US$4.4 million were received, because US$0.7 million corresponding to the premium were deducted from the initial disbursement).

 

F-21 

 

 

TELECOM ARGENTINA S.A.

 

As of September 30, 2021, an amount of US$69 million remained unpaid, equivalent to $6,776.

 

Núcleo

 

Global Programs for the issuance of Notes

 

On January 4, 2019, Núcleo requested the National Securities Commission and the Stock and Products Exchange of Asunción to register the Global Issuance Program that foresees the issuance of Notes for an amount of up to 500,000,000,000 of Guaraníes (approximately $3,200 as of such date) under the conditions that are defined by the Board of Directors in each series. On February 5, 2019, the National Securities Commission of Paraguay authorized the Program, under Resolution N° 11E/19.

 

Under such Program, Núcleo issued the following Series of Notes:

 

Series IV

 

Issuance date: March 10, 2021.

Amount involved: 130,000,000,000 of Guaraníes (approximately $1,771 as of the date of issuance).

Maturity Date: 84 months from its issuance date.

Amortization: Principal will be paid in one installment at maturity date (February 2, 2028).

Interest rate: It bears interest from its issuance date until its maturity date at a fixed annual rate of 7.10%.

Interest Payment Date: Interest will be paid semi-annually in arrears since the issuance date.

 

Núcleo received a disbursement for a total amount of 129,057 million of Guaraníes (equivalent to $1,758), since 943 million of Guaraníes (equivalent to $13) corresponding to debt issuance expenses were deducted from the initial disbursement (amount corresponding to the transaction date).

 

As of September 30, 2021, an amount of 130,598 million of Guaraníes remained unpaid (equivalent to $1,860).

 

Series V

 

Issuance date: March 10, 2021.

Amount involved: 120,000,000,000 of Guaraníes (approximately $1,635 as of the date of issuance).

Maturity Date: 120 months from its issuance date.

Amortization: Principal will be paid in one installment at maturity date (January 17, 2031).

Interest rate: It bears interest from its issuance date until its maturity date at a fixed annual rate of 8.00%.

Interest Payment Date: Interest will be paid semi-annually in arrears since the issuance date.

 

Núcleo received a disbursement for a total amount of 119,122 million of Guaraníes (equivalent to $1,623), since 878 million of Guaraníes (equivalent to $12) corresponding to debt issuance expenses were deducted from the initial disbursement (amount corresponding to the transaction date).

 

As of September 30, 2021, an amount of 120,621 million of Guaraníes remained unpaid (equivalent to $1,718).

 

The proceeds of the aforementioned series IV and V Notes were used for the cancellation of bank loans and financing of working capital.

 

Fair Value of Financial Debt

 

As of September 30, 2021, fair value of financial debt is as follows:

 

  Carrying Value Fair Value
     
Notes 120,380 115,668
Other financial debts 128,327 120,876
  248,707 236,544

 

F-22 

 

 

TELECOM ARGENTINA S.A.

 

NOTE 12 – SALARIES AND SOCIAL SECURITY PAYABLES

 

  September 30, December 31,
Current 2021 2020
  Salaries, annual complementary salaries, vacation, bonuses and their social security payables 15,401

18,673

  Termination benefits 1,167 961
  16,568 19,634
Non-current    
  Termination benefits 1,399 1,151
  1,399 1,151
Total salaries and social security payables 17,967 20,785

 

NOTE 13 – DEFERRED INCOME TAX ASSETS/LIABILITIES

 

Amendments to the Income Tax

 

Pursuant to Law No. 27,430, as amended by Law No. 27,541, the statutory income tax rate in Argentina for fiscal years 2018, 2019 and 2020 was 30%, while for fiscal years beginning since January 1, 2021, the statutory income tax rate would be 25%. However, on June 16, 2021, Law No. 27,630 was published in the Official Gazette, and replaced the 25% statutory income tax rate by an increasing rate scale related to the taxable income of each taxpayer: 25% for annual taxable income of up to $5 million, 30% for the exceeding annual taxable income between $5 million and $50 million and 35% for annual taxable income exceeding $50 million. The annual taxable income scale will be adjusted annually starting in fiscal year 2022 according to the CPI of October of the prior year to the adjustment, with respect to the same month of the previous year. The Company has recognized the increase in the statutory income tax rate effects in the “Income tax expense” item of the consolidated income statement as of September 30, 2021.

 

In addition, Law No. 27,430 established a withholding tax regime on distributed dividends at a rate of 7% for profits generated during fiscal years beginning on or after January 1, 2018 up to and including fiscal year ending on December 31, 2020, and at a rate of 13% for profits generated during fiscal years beginning on or after January 1, 2021. Law No. 27, 630 also amended the last mentioned withholding tax rate, replacing it by 7% for fiscal years beginning on or after January 1, 2021. Withholding tax regime applies only to shareholders who are Argentine resident individuals and to non-resident shareholders.

 

Income tax - Actions for recourse filed with the Tax Authority

 

Telecom filed during 2015 to 2020 actions for recourse with the AFIP to claim the full tax overpaid for fiscal years 2009, 2010, 2011, 2012, 2013, 2014 and 2015 for a total amount of approximately $1,261 plus interest, under the argument that the lack of application of the income tax inflation adjustment is confiscatory.

 

On July 28, 2021 Telecom was notified of the resolution dated July 26, 2021 in which the AFIP rejected the action for recourse corresponding to fiscal year 2013. On August 23, 2021, Telecom filed an action for recourse before the National Court of First Instance.

 

The Company's Management, with the assistance of its tax advisors, understands that the arguments that will be presented should obtain a favorable resolution to its claim.

 

F-23 

 

 

TELECOM ARGENTINA S.A.

 

Deferred Income tax assets and liabilities, net and the actions for recourse tax receivable are presented below:

 

  September 30, December 31,
  2021 2020
Tax carryforward (172) (15,705)
Allowance for doubtful accounts (4,968) (3,984)
Provisions (2,432) (2,016)
PP&E and Intangible assets 112,184 101,492
Cash dividends from foreign companies 1,335 805
Income tax inflation adjustment deferral effect 23,195 29,227
Other deferred tax liabilities (assets), net (1,296) (55)
Total deferred tax liabilities, net 127,846 109,764
Actions for recourse tax receivable (882) (1,208)
Total deferred tax liability, net (*)   126,964 108,556
     
Net deferred tax assets (530) (564)
 Net deferred tax liabilities 127,494 109,120

 

(*) Includes $84 of currency translation adjustments on foreign subsidiaries’ initial balances.

 

As of September 30, 2021, the Company and some subsidiaries have cumulative tax carryforwards of approximately $634, that calculated considering the statutory income tax rate applicable to each entity, represent a deferred tax asset of approximately $172.

 

The detail of the maturities of estimated Tax carryforward is disclosed below:

 

Company Tax carryforward
generation year
Tax carryforward amount
as of 09.30.2021
Tax carryforward
expiration year
Inter Radios 2018 3 2023
Telemás (*) 2019 490 2024
Micro Sistemas 2020 2 2025
Micro Sistemas 2021 133 2026
Cable Imagen 2021 6 2026
    634  

(*) This company is consolidated in the financial statements of Adesol.

 

Income tax expense differed from the amounts computed by applying the Company’s statutory income tax rate to pre-tax income as a result of the following:

 

  September 30,
  2021 2020
  Profit (loss)
Pre-tax income 31,985 9,957
Non-taxable items – Earnings from associates (210) (567)
Non-taxable items – Costs valuation differences of foreign investments - (8,997)
Non-taxable items – Other (350) (1,015)
Restatement in current currency of Equity, goodwill and other 71,421 57,814
Subtotal 102,846 57,192
Weighted statutory income tax rate 34.49% 24.56%
Income tax expense at weighted statutory tax rate (35,476) (14,046)
Deferred tax liability restatement in current currency and other (*) 34,032 18,561
Income tax inflation adjustment (28,669) (16,214)
Income tax on cash dividends of foreign companies (847) (162)
Income tax expense (30,960) (11,861)
     
Current tax expense (12,710) (224)
Deferred tax expense (18,250) (11,637)
  (30,960) (11,861)

 

(*) Includes the statutory income tax rate change effect provided by Law No. 27,630.

 

NOTE 14 –TAXES PAYABLES

 

  September 30, December 31,
2021 2020
Current    
Income tax, net and others (*) 8,750 91
Other national taxes 3,673 3,954
Provincial taxes 542 557
Municipal taxes 505 519
  13,470 5,121
Non- current    
Provincial taxes - 7
  - 7
Total taxes payables 13,470 5,128

(*) The breakdown of income tax payable of each entity is as follows:

 

  September 30, December 31,
  2021 2020
Telecom 8,672 -
Núcleo 68 78
Adesol 8 10
AVC Continente Audiovisual - 2
Pem 2 -
Cable Imagen - 1
  8,750 91

 

F-24 

 

 

TELECOM ARGENTINA S.A.

  

NOTE 15 – LEASES LIABILITIES

 

 

  September 30, December 31,
  2021 2020
Current    
Argentina 5,117 4,202
Abroad 109 367
  5,226 4,569
Non- current    
Argentina 10,204 8,381
Abroad 1,958 1,159
  12,162 9,540
Total leases liabilities 17,388 14,109

 

Movements in Leases liabilities are as follows:

 

  September 30,
  2021 2020
At the beginning of the fiscal year 14,109 11,617
Increases (*) 12,522 9,097
Financial results, net (**) 2,048 1,864
Cash Flows (4,162) (4,507)
Decreases (includes RECPAM) (7,129) (3,480)
At the end of the period 17,388 14,591

 

(*) Included in acquisitions of Rights of Use assets.

(**) Included in Other Exchange differences and Other interests, net and other investments results.

 

NOTE 16 – OTHER LIABILITIES

 

  September 30, December 31,
2021 2020
Current    
  Deferred revenues on prepaid credit 1,560 1,523
  Deferred revenues on connection fees and international capacity leases 946 561
  Compensation for directors and members of the Supervisory Committee 19 20
  Companies under Sect. 33–Law No. 19,550 and Related Parties (Note 24.c) 3 3
  Other 302 717
  2,830 2,824
Non-current    
  Pension benefits 553 578
  Deferred revenues on connection fees and international capacity leases 667 548
  Other 339 458
  1,559 1,584
Total other liabilities 4,389 4,408

  

F-25 

 

 

TELECOM ARGENTINA S.A.

  

NOTE 17 – PROVISIONS

 

Movements in Provisions are as follows:

 

 

   

Additions

 

     
  Balances as of December
31, 2020

 

Capital

(i)

 

Interest
(ii)

Reclassifications

Decreases

(iii)

Balances
as of

September 30, 2021

Current            
Provisions 2,214 3,204 - 1,225 (4,736) 1,907
Total current provisions 2,214 3,204 - 1,225 (4,736) 1,907
Non- Current            
Provisions 6,135 1,104 443 (1,225) (1,156) 5,301
Asset retirement obligations 4,085 - 853 - (1,205) 3,733
Total non-current provisions 10,220 1,104 1,296 (1,225) (2,361) 9,034
Total provisions 12,434 4,308 1,296 - (iv)  (7,097) 10,941

 

 

   

Additions

 

     
  Balances as of December
31, 2019

 

Capital

(v)

 

Interest
(ii)

Reclassifications

Decreases

(iii)

Balances
as of

September 30, 2020

Current            
Provisions 2,222 3,110 - 817 (962) 5,187
Total current provisions 2,222 3,110 - 817 (962) 5,187
Non- Current            
Provisions 7,450 350 643 (817) (1,403) 6,223
Asset retirement obligations 1,180 - 273 - (325) 1,128
Total non-current provisions 8,630 350 916 (817) (1,728) 7,351
Total provisions 10,852 3,460 916 - (iv)  (2,690) 12,538

 

(i)      $4,342 charged to Other operating expenses and ($34) charged to Other comprehensive income.

(ii)     Charged to Other financial results, net - Other interests, net and other investments results.

(iii)    Includes RECPAM.

(iv)    Includes ($4,386) and ($1,134) as of September 30, 2021 and 2020, respectively, related to provisions payments.

(v)     $3,603 charged to Other operating expenses and ($143) charged to Other comprehensive income.

 

A summary of recent developments as of September 30, 2021 related to the main contingencies and provisions of the Company is provided below:

 

1.Probable Contingent liabilities

 

Regulatory Authority’s Penalty Activities

 

Telecom Argentina is subject to various penalty procedures, in most cases promoted by the Regulatory Authority, for delays in the reparation and, to a lesser extent, for installation of service to fix-line customers. Although generally a penalty considered on an individual basis does not have a material effect on Telecom Argentina’s equity, there is a significant disproportion between the amounts of the penalty imposed by the Regulatory Authority and the revenue that the affected customer has generated to Telecom Argentina.

 

On March 3, 2021, the “Sanctions Regime applicable to ICT Services” was approved through ENACOM Resolution No. 221/21, ad referendum of ENACOM Board of Directors. The mentioned Resolution, among others, provides: (i) the penalty reference unit as the PBU-SBT value effective as of the date of payment, (ii) a maximum penalty equivalent to 50,000 PBU-SBT and a minimum penalty equivalent to 50 PBU-SBT, (iii) the publication of the penalties imposed in media and/or institutional website; and (iv) the possibility of imposing daily penalties for every day of non-compliance. The resolution was ratified by the ENACOM Board of Directors on April 28, 2021 through Synthesized Resolution No. 581/21.

 

The Company filed a spontaneous presentation to ENACOM communicating its complete adherence to the recourse filed by “Asociación Argentina de Televisión por Cable” (“ATVC”) against the provisions of that resolution, for considering that it is illegitimate and, consequently, that it should be revoked.

 

As of the date of these unaudited consolidated financial statements, the Company is analyzing the impact of this new regulation.

 

F-26 

 

 

TELECOM ARGENTINA S.A.

 

 

2.Possible Contingencies

 

Resolution No. 50/10 and subsequent ones of the Secretariat of Domestic Trade of the Nation (“SCI”)

 

SCI Resolution No. 50/10 approved certain rules to commercialize pay television services. These rules provide that cable television operators must apply a formula to calculate their monthly subscription prices. The price arising from the application of the formula was to be informed to the Office of Business Loyalty (Dirección de Lealtad Comercial), having cable television operators to adjust such amount semi-annually and informing the result of such adjustment to such Office. The Company filed an administrative appeal against Resolution No. 50/10 requesting the suspension of its effects and its nullification.

 

Additionally, according to the decision issued on August 1, 2011 in judicial cause “LA CAPITAL CABLE S.A. V. Ministerio de Economía-Secretaría de Comercio Interior de la Nación”, the Federal Court of Appeals of the City of Mar del Plata has ordered the SCI to suspend the application of Resolution No. 50/10 with respect to all cable television licensees represented by ATVC. The preliminary injunction ordered by the Court of Mar del Plata was notified to the SCI and the Ministry of Economy on September 12, 2011 and became fully effective. The National Government filed an appeal against the decision issued by the Court of Mar del Plata. Such appeal was dismissed, for which the National Government filed a direct appeal to the Supreme Court, which was also dismissed.

 

Notwithstanding the foregoing, between March 2011 and October 2014 successive resolutions were published in the Official Gazette based on Resolution 50/10 that regulated the prices that Cablevision should charge in monthly basis fees to users. These resolutions were challenged and suspended due to the aforementioned injunction. However, each Resolution had a valid period of three to six months, with the last one expiring in October 2014.

 

In September 2014, the Court issued a decision in judicial cause “Municipalidad de Berazategui V. Cablevisión” ordering the remission of the cases relating to these resolutions to the jurisdiction of the Court of Mar del Plata, that had issued the decision on the collective action in favor of ATVC.

 

Currently, all judicial causes related to this issue are processed in the Federal Justice of Mar del Plata.

 

In April 2019, La Capital Cable S.A. was notified of the resolution issued by the Federal Court No. 2 of Mar del Plata in which declared the unconstitutionality of certain sections of a law on which the SCI was based for the issuance of Resolution No. 50/10 and the successive resolutions. The declaration of unconstitutionality means that these resolutions are not applicable to La Capital Cable and the companies grouped by ATVC. However, the National Government filed an appeal against that resolution.

 

On December 26, 2019, the Federal Court of Mar del Plata rejected the grievances of the National Government and confirmed the decision rendered by the court of first instance which declared the unconstitutionality of the sections of the law based on which the SCI issued Resolution No. 50/10 and the subsequent resolutions. The National Government filed an extraordinary appeal, which was granted on March 1, 2021.

 

The Company, with the assistance of its legal advisors, is analyzing the potential impacts related to this new appeal.

 

NOTE 18 – ADDITIONAL INFORMATION

 

Financial assets and liabilities denominated in foreign currencies

 

Financial assets and liabilities denominated in foreign currencies as of September 30, 2021 and December 31, 2020 are the following:

 

  09.30.2021 12.31.2020
  In equivalent millions of Argentine pesos
Assets 22,632 28,274
Liabilities (236,678) (282,516)
Net Liabilities (214,046) (254,242)

 

In order to reduce this net position (debt) in foreign currency, Telecom has NDF as of September 30, 2021 amounting to US$100 million, therefore the net liability not hedged amounts to approximately US$2,067 million as of that date.

 

F-27 

 

 

TELECOM ARGENTINA S.A.

 

 

Offsetting of financial assets and financial liabilities in scope of IFRS 7

 

The information required by the amendment to IFRS 7 as of September 30, 2021 and December 31, 2020 is as follows:

 

  As of September 30, 2021
  Trade
receivables
Other
receivables
Trade
payables
Other
liabilities
Current and non-current assets (liabilities) - Gross value 22,555 1,324 (47,789) (271)
Offsetting (2,530) (169) 2,530 169
Current and non-current assets (liabilities) – Book value 20,025 1,155 (45,259) (102)

 

  As of December 31, 2020
  Trade
receivables
Other
receivables
Trade
payables
Other
liabilities
Current and non-current assets (liabilities) - Gross value 27,257 2,146 (58,471) (774)
Offsetting (1,214) (123) 1,214 123
Current and non-current assets (liabilities) – Book value 26,043 2,023 (57,257) (651)

 

Telecom and its subsidiaries offset the financial assets and liabilities to the extent that such offsetting is provided by agreements and provided that Telecom has the intention to make such offsetting, in accordance with requirements established in IAS 32. The main financial assets and liabilities offset correspond to transactions with other national and international operators including interconnection, carriers and Roaming (being offsetting a standard practice in the telecommunications industry at international level that Telecom and its subsidiaries apply regularly). Offsetting is also applied to transactions with agents.

 

NOTE 19 – PURCHASE COMMITMENTS

 

The Company has entered into various purchase commitments with domestic and foreign suppliers amounting to approximately $130,946 as of September 30, 2021 (of which $28,529 corresponds to PP&E commitments).

 

NOTE 20 – EQUITY

 

(a)Capital Stock

 

As of September 30, 2021 and December 31, 2020, the capital stock of Telecom Argentina amounts to $2,153,688,011, represented by the same number of common book-entry shares with nominal value of $1 peso, as detailed below:

 

Class of Shares   Total
          Class “A”     683,856,600
          Class “B”      628,058,019
          Class “C”             106,734
          Class “D”      841,666,658
Total   2,153,688,011

 

As of the date of these unaudited consolidated financial statements, all the shares of Telecom Argentina are authorized by the CNV for public offering.

 

Class B Shares are listed and traded on the leading companies’ panel of the BYMA and the American Depositary Shares (ADS) representing 5 Class “B” shares of the Company are traded on the NYSE under the symbol TEO.

 

(b)Provisions of the Telecom Ordinary and Extraordinary Shareholders’ meeting

 

The Ordinary and Extraordinary Shareholders’ meeting of Telecom held on April 28, 2021 decided, among other issues, the following:

 

(a)   To approve the Annual Report and the financial statements of Telecom as of December 31, 2020.

 

(b)To approve the Board of Directors’ proposal expressed in current currency of March 31, 2021 using the National Consumer Price Index (National CPI), as provided by CNV Resolution No. 777/18, consisting in: (i) the absorption of the negative Retained earnings as of December 31, 2020 amounting to $6,455,431,747 Argentine pesos ($7,827 in current currency as of September 30, 2021) from the “Facultative Reserve to maintain the capital investments level and the current level of solvency” and (ii) the reclassification of $13,776,401,012 Argentine pesos ($16,049 in current currency as of September 30, 2021) from the “Facultative Reserve to maintain the capital investments level and the current level of solvency” to the “Contributed Surplus”.

 

F-28 

 

 

TELECOM ARGENTINA S.A.

 

 

NOTE 21 – REVENUES

 

Revenues include:

 

 

Three-month periods ended

September 30,

 

Nine-month periods ended

September 30,

  2021 2020   2021 2020
Mobile Services 36,987 40,389   110,898 121,529
Internet Services 21,058 20,564   62,077 67,168
Cable Television Services 18,457 18,877   57,433 62,140
Fixed and Data Services 12,795 15,740   41,082 48,722
Other services revenues 281 249   683 877
Subtotal Services revenues 89,578 95,819   272,173 300,436
Equipment revenues 6,676 6,371   20,810 17,040
Total Revenues 96,254 102,190   292,983 317,476

 

NOTE 22 – OPERATING EXPENSES

 

Operating expenses disclosed by nature of expense amounted to $291,798 and $287,908 for the nine-month periods ended September 30, 2021 and 2020, respectively. The main components of the operating expenses are the following:

 

  Three-month periods
ended September 30,
  Nine-month periods
ended September 30,
  2021 2020   2021 2020

Profit (loss)

Employee benefit expenses and severance payments  
Salaries, Social security expenses and benefits (19,373) (17,780)   (55,024) (55,147)
Severance indemnities (2,076) (548)   (4,173) (2,435)
Other employee expenses (427) (548)   (1,150) (1,376)
  (21,876) (18,876)   (60,347) (58,958)
Fees for services, maintenance, materials and supplies          
Maintenance and materials (6,438) (5,930)   (19,239) (18,648)
Fees for services (4,536) (4,749)   (13,856) (14,466)
Directors and Supervisory Committee members’ fees (66) (81)   (353) (198)
  (11,040) (10,760)   (33,448) (33,312)
Taxes and fees with the Regulatory Authority          
Turnover tax (3,556) (3,718)   (10,867) (11,461)
Municipal taxes (1,007) (1,060)   (3,147) (3,257)
Other taxes and fees (2,808) (2,980)   (8,588) (9,328)
  (7,371) (7,758)   (22,602) (24,046)
Cost of equipment and handsets      
Inventory balance at the beginning of the period / year (3,959) (4,317)   (5,446) (6,424)
Plus:          
     Purchases (4,437) (4,993)   (13,138) (10,687)
     Other 74 350   185 931
Less:          
Inventory balance at the end of the period 3,647 5,147   3,647 5,147
  (4,675) (3,813)   (14,752) (11,033)
Other operating expenses          
Provisions (2,240) (3,280)   (4,342) (3,603)
Rentals and internet capacity (753) (622)   (2,025) (2,014)
Energy, water and other services (1,623) (1,725)   (4,813) (5,986)
Other (979) (932)   (2,655) (2,940)
  (5,595) (6,559)   (13,835) (14,543)

 

F-29 

 

 

 

TELECOM ARGENTINA S.A.

 

 

       
  Three-month periods ended
September 30,
  Nine-month periods
ended September 30,
  2021 2020   2021 2020
Profit (loss)
Depreciation, amortization and impairment of fixed assets          
Depreciation of PP&E (26,610) (22,934)   (75,712) (66,648)
Amortization of intangible assets (3,503) (4,174)   (10,532) (10,986)
Amortization of rights of use assets (2,411) (1,904)   (6,862) (5,893)
Impairment of fixed assets (546) (183)   (1,107) (427)
  (33,070) (29,195)   (94,213) (83,954)

 

Operating expenses, disclosed per function are as follows:

 

 

Concept

Operating
costs
Administra-
tion costs
Commerciali-
zation costs
Total
09.30.2021
Total
09.30. 2020
Employee benefit expenses and severance payments (36,111) (9,960) (14,276) (60,347) (58,958)
Interconnection costs and transmission costs (10,678) - - (10,678) (11,702)
Fees for services, maintenance, materials and supplies (17,576) (5,306) (10,566) (33,448) (33,312)
Taxes and fees with the Regulatory Authority (22,340) (88) (174) (22,602) (24,046)
Commissions and advertising - - (16,530) (16,530) (17,536)
Cost of equipment and handsets (14,752) - - (14,752) (11,033)
Programming and content costs (20,031) - - (20,031) (20,805)
Bad debt expenses - - (5,362) (5,362) (12,019)
Other operating expenses (7,080) (955) (5,800) (13,835) (14,543)
Depreciation, amortization and impairment of fixed assets (76,412) (8,517) (9,284) (94,213) (83,954)
Total as of 09.30.2021 (204,980) (24,826) (61,992) (291,798)  
Total as of 09.30.2020 (192,613) (28,438) (66,857)   (287,908)

 

NOTE 23 – FINANCIAL RESULTS, NET

 

  Three-month periods ended
September 30,
Nine-month periods ended
September 30,
  2021 2020 2021 2020
  Profit (loss)
Interests on financial debts (*) (3,618) (4,525) (10,891) (15,953)
Foreign currency exchange gains (losses) on financial debts (**) 11,565 (1,349) 32,110 (10,857)
Financial debt renegotiation results - (4,704) - (4,704)
Total Debt financial results 7,947 (10,578) 21,219 (31,514)
Gains (Losses) on operations with notes and bonds 534 4,371 (492) 4,795
Other exchange differences (***) 699 1,103 5,240 4,318
Other interests, net and other investments results (58) (680) (1,187) (997)
Other taxes and bank expenses (1,002) (1,018) (2,921) (2,912)
Financial expenses on pension benefits (74) (78) (247) (252)
Financial discounts on assets, debts and others (762) 24 (2,480) (70)
RECPAM 2,991 2,197 11,458 6,454
Total other financial results, net 2,328 5,919 9,371 11,336
Total financial results, net 10,275 (4,659) 30,590 (20,178)

 

(*) Includes ($286) and ($276) corresponding to net losses generated by NDF in the nine-month periods ended September 30, 2021 and 2020, respectively.

(**) Includes ($847) and ($1,642) corresponding to net losses generated by NDF in the nine-month periods ended September 30, 2021 and 2020, respectively.

(***) Includes $99 and $912 corresponding to income related to decreases in financial assets at amortized cost in the nine-month period ended September 30, 2021.

 

NOTE 24 - BALANCES AND TRANSACTIONS WITH COMPANIES UNDER SECTION 33 - LAW No. 19,550 AND RELATED PARTIES

 

a)Controlling Company

 

On January 1, 2018, Cablevisión was merged with Telecom Argentina (surviving entity), which was approved by the CNV (and registered in the IGJ under No. 16,345, Book 91, Tome “Corporations”). Since such date, CVH is the controlling company of Telecom Argentina, holding directly and indirectly 28.16% of the capital stock of the Company. Additionally, both VLG S.A.U. (company controlled by CVH) and Fintech Telecom, LLC, contributed to the Voting Trust, according to the Shareholders’ Agreement, shares representing 10.92% of the capital of the Company, respectively, so the shares subject to such agreement represent 21.84% of the capital of the Company (the “Shares in Trust”).

 

F-30 

 

 

TELECOM ARGENTINA S.A.

 

 

According to the Voting Trust Agreement, the trustee appointed by CVH must vote the Shares in Trust as instructed or voted by CVH with respect to all issues except in respect of certain matters subject to veto under the Shareholders’ Agreement.

 

b)Related Parties

 

For the purposes of these unaudited consolidated financial statements, related parties are those individuals or legal entities which are related to Telecom in terms of IAS 24.

 

c)    Balances with Companies under section 33 - Law No. 19,550 and Related Parties

 

·Companies under section 33 - Law No. 19,550 – Associates

 

September 30, December 31,
2021 2020
CURRENT ASSETS    
Trade receivables    
Ver TV - 3
  - 3
Other receivables    
La Capital Cable 185 144
TSMA - 3
Ver TV 2 14
  187 161
CURRENT LIABILITIES    
Trade payables    
TSMA 1 -
  1 -
     
Other liabilities    
Televisora Privada del Oeste S.A. 3 3
  3 3

 

·Related parties

 

September 30, December 31,
2021 2020
CURRENT ASSETS    
Trade receivables    
Other Related parties 170 223
  170 223
Other receivables    
Other Related parties 5 44
  5 44
CURRENT LIABILITIES    
Trade payables    
Other Related parties 1,268 1,250
  1,268 1,250

 

d)  Transactions with Companies under section 33 - Law No. 19,550 and related parties

 

·Companies under section 33 - Law No. 19,550– Associates

 

  Transaction

Nine-month periods

ended September 30,

 
    2021 2020  
    Profit (loss)  
    Revenues  
La Capital Cable Services revenues and other revenues 30 43  
Ver TV Services revenues and other revenues 4 -  
    34 43  
    Operating costs  
La Capital Cable Fees for services (59) (56)  
    (59) (56)  
    Financial Results
Ver TV Interests - 46
TSMA Interests - 20
    - 66

 

F-31 

 

 

TELECOM ARGENTINA S.A.

 

 

·Related Parties

 

  Transaction

Nine-month periods

ended September 30,

    2021 2020
    Profit (loss)
    Revenues
Other Related parties Services and advertising revenues 210 223
    210 223
    Operating costs
Other Related parties Programming costs (2,930) (3,383)
Other Related parties Editing and distribution of magazines (598) (767)
Other Related parties Advisory services (398) (372)
Other Related parties Advertising purchases (342) (496)
Other Related parties Other purchases and commissions (124) (169)
    (4,392) (5,187)

 

The transactions discussed above were made by Telecom under the same conditions than would have been obtained from unaffiliated third parties, When Telecom’s transactions represented more than 1% of its total shareholders’ equity, they were approved according to Law No. 26,831, the Bylaws and the Executive Committees’ Faculties and Performance Regulation.

 

e)   Amendment of the Telecom Argentina’s Bylaws

 

The Extraordinary General Meeting and the Special Meetings of the Class “A” and Class “D” Shares held on October 10, 2019 approved the amendment of sections 4, 5 and 6 of the Bylaws, so that the shares Class “A” and Class “D”, currently book-entry, may be represented in a cardboard or in book-entry form, as determined by a special meeting of Class “A” or Class “D” shares. The delegation of powers to the Board of Directors was approved to determine the time, terms and condition of issuance of the securities representing the cardboard shares, in the event that this was resolved in the future by the respective Special Meetings of Class “A” and Class “D” shares.

 

Afterwards, General Extraordinary Shareholders’ Meeting and Class “A” and Class “D” Shares Special Shareholders’ Meetings held on December 11, 2020 approved the amendment of section 10 of the Bylaws so as to establish a minimum prior notice for any call to Board Meetings of 5 calendar days, except in the event of urgency, in which case the Meeting may be called with a prior notice of 1 day, and to establish new notification procedures to calls for such Meetings.

 

On April 14, 2021, the Company was notified by the IGJ of the registration of both Bylaws’ amendments.

 

NOTE 25 – RESTRICTIONS ON DISTRIBUTION OF PROFITS

 

Under the LGS, the by-laws of the Company and rules and regulations of the CNV, a minimum of 5% of net income for the year in accordance with the statutory books, plus/less previous years’ adjustments and accumulated losses must be appropriated by resolution of the shareholders to a legal reserve until such reserve reaches 20% of the outstanding capital (common stock) plus inflation adjustment of common stock.

 

NOTE 26 – IMPACT OF CORONAVIRUS IN TELECOM

 

Since the beginning of 2020 and given the extent of the Covid-19 spread, several governments in the world implemented diverse measures to restrict the movement of the population and to content the spread of the virus.

 

In Argentina, the National Government ordered the Mandatory and Preventive Social Isolation from March 20, 2020, which only allowed the movement of individuals involved in the provision/production of essential services and products, among them, the provision of telecommunication services.

 

On November 9, 2020, the National Government ordered the Mandatory and Preventive Social Distancing, in which the provision of telecommunication services remained considered as “essential”.

 

During the second quarter of 2021, and as a result of the outbreak of Covid-19, the National Government determined new restrictions and measures aimed at controlling the community circulation of the virus throughout the national territory. However, during the third quarter of 2021 the aforementioned restrictions were decreasing according to the slowdown in the community circulation of the virus in that period. The implemented measures do not directly affect Telecom's operation as the provision of telecommunication services remained considered as essential.

 

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TELECOM ARGENTINA S.A.

 

Telecom provides services that are critical for society as it connects people, homes, companies and governments. which became a priority during the pandemic. Services provided by the Company also allow small, medium and large companies to remain in business, and therefore contribute to sustain the country’s economy. Moreover, services provided by the Company, in this context, have allowed people to stay connected and entertained, as well as to work remotely and remain informed from their homes.

 

By the end of 2020, Argentina began the national vaccination campaign under the direct management of the National and Provincial Governments and the Government of the Autonomous City of Buenos Aires. During the first quarter of 2021 the national vaccination campaign was aimed at the population in risk (older people) and health and education staff. During the second and third quarter of 2021, the national vaccination campaign included the remaining adult population. Finally, on October 2021, the vaccination campaign included children over 3 years of age, prioritizing those with pre-existing comorbidities.

 

üExternal initiatives implemented by Telecom related to the health emergency

 

The pandemic has driven joint actions by domestic companies that gave essential support to face the health emergency. Telecom, as part of its permanent commitment to its community in response to the Covid-19 emergency, has taken several initiatives of great social value, which are disclosed in Note 29 to the consolidated financial statements as of December 31, 2020, standing out the provision of connectivity for field hospitals and discounts in services for health and educational entities, that remain until today, in addition to benefits to customers to take even more advantage of the connection possibilities and to access to valuable information and to educational and entertainment content.

 

üInternal initiatives implemented by Telecom related to the health emergency

 

On the other hand, the Company implemented a series of initiatives to ensure the continuity of its operations, safeguarding the health and the wellness of all the employees and of those that are part of the value chain which are disclosed in Note 29 to the consolidated financial statements as of December 31, 2020. Among these initiatives stand out the creation of a Crisis Committee or the implementation of home office for more than 70% of its employees and the infrastructure works reinforcement, which provided networks with the capacity required to continue operating without any inconvenience.

 

üMain Accounting Impacts

 

As of the date of these unaudited consolidated financial statements, the Company has not experienced any significant impacts on its results as a consequence of the pandemic. Despite the several difficulties that caused a slowdown or complexities in our operations; we continue operating and we expect to continue without any inconvenience.

 

In accordance with IAS 36, the Company’s Management has assessed if there were indicators of impairment of the recoverable value of its fixed assets. Even though the pandemic could have a significant impact in the economic activity in Argentina, what could be an impairment trigger, according to mentioned assessment, no negative impacts have been identified in the capacity of generation of future cash flows of the Company as a consequence of the pandemic, as the volume of operations is expected to remain stable.

 

On the other hand, the Company’s Management estimates that the deterioration of the economic situation of the country represents an increase in trade receivables credit risk at the end of the reporting period.

 

Telecom and its subsidiaries have enough liquidity, bank credit lines and a notes program that allow them to finance their short-term obligations and the investment plan in addition to the projected operating cash flows.

 

It is estimated that, during the second half of 2021, Argentina will continue with a mixed presence and virtual schedule in a large part of the industrial, commercial and educational activities and whose evolution will depend on the health scenario. The ultimate effects of Covid-19 and its impact on the global and local economy are still unknown. Governments may issue stricter measures, which cannot be predicted.

 

The Company’s Management will continue to develop actions that minimize the potential impairment on its results, as a result of these situations, maintaining a level of service and customer satisfaction, and seeking to maximize the precautions in social management in this context.

 

The Company's Board of Directors and the Crisis Committee continue monitoring the evolution of the situation and taking the necessary measures to preserve human life and the sustainability of Telecom's businesses.

 

F-33 

 

 

TELECOM ARGENTINA S.A.

 

NOTE 27 – RECENT DEVELOPMENTS CORRESPONDING TO THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2021

 

a)Decree No. 690/20 - Amendment to the LAD

 

On August 22, 2020, the PEN issued Decree No. 690/20 (“DNU No. 690/20”) amending the LAD. DNU No. 690/20 declared ICT services (which includes fixed and mobile telephony services, cable television and Internet –as well as access to telecommunications networks for and between licensees as “Essential and Strategic Competition Public Services”, and empowered ENACOM to ensure accessibility.

 

DNU No. 690/20 further established that the prices of the Essential and Strategic Competition Public ICT Services, the prices of those services provided in accordance with the Universal Service and the prices of those services determined by ENACOM for public interest reasons, shall be regulated by ENACOM.

 

Moreover, DNU No. 690/20 established that ENACOM is the agency responsible for the enactment of any regulation related to the ICT’s Compulsory Universal Telecommunication Service (“PBU”).

 

Finally, DNU No. 690/20 suspended any price increases or changes set or announced by the ICT’s licensees from July 31, 2020 to December 31, 2020.

 

DNU No. 690/20 was ratified by the Argentine Congress under Law No. 26,122 and regulated through ENACOM Resolutions No. 1,466/20 and 1,467/20.

 

Resolution No. 1,466/20 allowed ICT licensees providing Internet access services, subscription broadcasting services through physical, radio-electric or satellite link, fixed telephony services and mobile telecommunications services -in all cases in their different and respective modalities- to increase retail prices for services up to 5% during January 2021. Licensees must consider the prices effective as of July 31, 2020 as the price of reference for such increase. Such Resolution also provided that ICT Services Licensees may request a higher increase on an exceptional basis in accordance with the provisions of Section 48 of the LAD.

 

Resolution No. 1,467/20 regulated the PBU provided by DNU No. 690/20 for the different services provided by ICT licensees, namely:

 

·PBU-SBT: Compulsory Universal Provision of Basic Fixed Telephony Service;
·PBU-SCM: Compulsory Universal Provision of Basic Mobile Communication Service;
·PBU-I: Compulsory Universal Provision of Basic Internet Access Value Added Service;
·PBU-TP: Compulsory Universal Basic Provision of subscription television services by physical or radio-electric or satellite link.

 

Resolution No. 1,467/20 further determined the price and the characteristics of each PBU and its beneficiaries. Licensees are under the obligation to report on a monthly basis the number of customers subscribed to the different PBU. Finally, Resolution No. 1,467/20 also imposed different reporting obligations to be fulfilled before the ENACOM on the licensees that hold registration for subscription broadcasting services by physical or radio electric link and on licensees of subscription television audiovisual communication services by satellite link.

 

On the other hand, the Company ordered a price recomposition since January 2021, failing to transfer to the price of its services, the inflation accumulated in the period March-December 2020, as a result of different measures provided by the PEN. Additionally, the Company initiated legal proceedings before the Federal Court of Appeals on Administrative Litigation Matters challenging the constitutionality of DNU No. 690/20 and the aforementioned ENACOM Resolutions, which was notified to the PEN on October 7, 2021.

 

In this context, the Company requested a precautionary measure to suspend the application of the aforementioned regulations. On January 29, 2021, such precautionary measure was rejected and was appealed by the Company.

 

On April 30, 2021, the Chamber of the Federal Court of Appeals on Administrative Litigation Matters decided to accept the Company’s appeal, revoke the origin instance court’s decision and, consequently, grant the preliminary injunction requested, ordering the suspension of the effects of sections 1, 2, 3, 4, 5 and 6 of DNU No. 690/20 and resolutions provided as a consequence and their non-applicability to the Company for a period of six months. As supported by the preliminary injunction granted, the Company ordered a new price recomposition in June and September 2021.

 

F-34 

 

 

TELECOM ARGENTINA S.A.

 

In reaching its decision, the Court considered, that the “configuration of circumstances prima facie lead to serious and founded questioning of Decree 690/2020's reasonability standard and legitimacy and of ENACOM's resolutions adopted as a consequence, due to the direct adverse effects they have on Telecom Argentina's property rights, which derive from Information and Communication Technology services provision, under a free competition system, ruled, authorized and granted (depending on the case), by the National State itself”.

 

 

The National Government and ENACOM filed extraordinary legal proceedings against the mentioned decision of the Federal Court of Appeals on Administrative Litigation Matters, which were denied on June 18, 2021 through the decision of Chamber II decision the Federal Court of Appeals on Administrative Litigation Matters.

 

On June 29, 2021, the PEN and ENACOM filed legal proceedings before the Argentine Supreme Court of Justice. As of the date of these unaudited consolidated financial statements, the mentioned legal proceedings have not been attended.

 

On October 21, 2021, the Company was notified of the resolution of the Federal Court on Administrative Litigation Matters No. 8, through which it resolved to extend for another six-month period the precautionary measure opportunely granted.

 

The Company, with the assistance of its legal advisors, is analyzing the actions available to the Company in order to protect its legal rights.

 

Preliminary injunction requested by “Asociación Civil de Usuarios Bancarios Argentinos” (“ACUBA”)

 

On January 27, 2021, the Company was served with notice of a preliminary injunction granted by the Civil and Commercial Court No. 10 of Mar del Plata obtained by ACUBA in the aforementioned case, which ordered the Company to roll back the tariffs of broadcasting services subscriptions, Internet access services, fixed telephony services and mobile telecommunications services to those of December 2020, which could only be increased up to 5% as authorized by ENACOM, and maintain such tariffs until any modification is resolved. Telecom challenged the preliminary injunction for lack of jurisdiction, and requested that the resolution granting the preliminary injunction be declared nulled. Telecom further requested that the preliminary injunction be lifted. A decision from the court remains pending as of the date of these unaudited consolidated financial statements. The Company argued that a preliminary injunction obtained by a representative of the industry of the Province of Córdoba from the federal courts of the province expressly suspended the application of DNU No. 690/20, Decree No. 311/20 and prohibited ENACOM from issuing any subsequent resolutions.

 

The Company, with the assistance of its legal advisors, is analyzing the actions that may be necessary in order to protect its rights.

 

Preliminary injunction requested by a representative of the industry of the Province of Córdoba

 

On February 2, 2021, the Company was informed by the Asociación Argentina de Televisión por Cable (“ATVC”), that a preliminary injunction requested by a representative of the cable television industry was granted by a Federal Court of the Province of Córdoba, that ordered the suspension of DNU No. 690/20, of Decree No. 311/20 and of all measures adopted as a result of those decrees. The court also ordered the PEN and the ENACOM to abstain from issuing or pursuing any subsequent measures based on such decrees, until a final court decision is rendered.

 

ATVC also informed that, pursuant to the court’s indications, the regulatory authority should refrain from issuing regulations related to DNU No. 690/20 or enforcing the regulations previously issued, which are generally suspended.

 

Preliminary injunction “Catrie Televisora Color S.R.L. c/ Estado Nacional s/ Acción meramente declarativa de inconstitucionalidad”

 

On March 31, 2021, the Company was informed by ATVC, that in the case Catrie Televisora Color S.R.L. c/ Estado Nacional s/ Acción meramente declarativa de inconstitucionalidad” (File No. 858/21), pending before the Federal Court of Córdoba No. 1, ATVC requested joint litigation, under the terms of Art. 90 inc. 2 of the National Civil and Commercial Procedure Code, requiring collective legitimacy, on behalf of the associated companies, and required the extension of the preliminary injunction issued in such case.

 

F-35 

 

 

TELECOM ARGENTINA S.A.

 

Likewise, on that date ATVC was notified of the resolution of the Federal Court of Córdoba No. 1 of March 30, 2021, which provided, in File. No. 858/21, the following summary: 1) grant the request for intervention of a third party made by ATVC; 2) direct the process as a collective process; 3) delimit the class affected to the cable and ICT services industries that are associated with ATVC; and 4) order the National Government the suspension of DNU No. 690/20, as well as all measures adopted as a result of that decree. The court also ordered the PEN and the ENACOM to abstain from issuing or pursuing any subsequent measures based on such decree, until a final court decision is rendered, in relation to all the certified class companies of this process.

 

The Company, together with its legal advisors, is analyzing the effects of this preliminary injunction, since Telecom Argentina is an associate of ATVC.

 

b)Interests in Joint Operations

 

Telecom holds a 50% share in the UTE Ertach – Telecom Argentina, which is engaged in the provision of data transmission services and the order channels required to integrate the public administration agencies of the Province of Buenos Aires and the municipal agencies in a single provincial data communication network.

 

The UTE had an agreement in effect with the Ministry of the Cabinet Chief of the Province of Buenos Aires, which was approved pursuant to Decree No. 2017-166-E-GDEBA-GPBA, which was in the “termination of services phase”, situation that involved the continuity of the UTE’s operations until the Government of the Province of Buenos Aires provides for a new service supplier.

 

Given the technical impossibility for a new supplier to provide the service immediately and being the UTE the only one capable of providing it under current conditions, the Ministry of the Cabinet Chief of the Province of Buenos Aires, through Resolution No. 3,046/2021, approved the direct engagement of the UTE for continuing to provide services for a twelve months’ period renewables for another twelve months if requested by the mentioned Ministry.

 

c)Acquisition of Opalker S.A.

 

On July 27, 2021, Telecom Argentina acquired all the shares representing the total subscribed Capital Stock´s of the Uruguayan company Opalker S.A.. The intention of Telecom Argentina is to commercialize cybersecurity products and services and / or related services through this company.

 

As of the date of these unaudited consolidated financial statements, Opalker S.A. is a dormant entity.

 

d)Irrevocable contribution in cash to Micro Sistemas

 

On January 11, 2021, Telecom made an irrevocable contribution in cash for the future subscription of shares of Micro Sistemas, for a total amount of $62 ($ 81 million in current currency as of September 30, 2021), which were capitalized by the General Extraordinary Shareholders’ Meeting of Micro Sistemas held on January 19, 2021.

 

On September 22, 2021, Telecom made an irrevocable contribution in cash for the future subscription of shares of Micro Sistemas, for a total amount of $260.

 

As of the date of these unaudited consolidated financial statements, the aforementioned contribution has not been capitalized by Micro Sistemas.

 

NOTE 28 – SUBSEQUENT EVENTS TO SEPTEMBER 30, 2021

 

Santander Río Bank Loan

 

On October 14, 2021, the Company subscribed a loan agreement with Banco Santander Río S.A. for a total amount of $1,.500. Total principal will be settled by one payment at maturity date, which will be on October 17, 2022. The loan bears interest that will be paid in a monthly basis from its issuance date until its maturity date maturity at a fixed nominal annual rate of 37.5%.

 

F-36 

 

 

TELECOM ARGENTINA S.A.

 

Offer for Irrevocable Call and Put Option on the Shares of AVC Continente Audiovisual

 

On September 25, 2019, Telecom and the non-controlling shareholders of AVC Continente Audiovisual (the “Assignors”) executed an Offer for an Irrevocable Call and Put Option on all the shares of AVC Continente Audiovisual (“AVC”) held by the Assignors (497,474 common shares, representing 40% of total ACV capital stock). The call and put option could be exercised by Telecom Argentina and the Assignors, respectively, since October 1, 2019 until September 30, 2024. The call and put options include, together with the shares, the assignment and transfer of all the economic and political rights inherent therein.

 

On October 27, 2021, Telecom Argentina exercised the call option on 497,479 common shares of $1 nominal value each and entitled to one (1) vote per share representing 40% of total ACV capital stock and votes, as the Assignors exercised the put option on such shares, cancelling the remaining balance for a total amount to $ 56.

 

 

 

 

 

 

    Carlos Moltini
    Chairman of the Board of Directors

 

F-37 

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF SEPTEMBER 30, 2021

(In millions of Argentine pesos or as expressly indicated)

 

1.General considerations

 

As required by CNV regulations, the Company has prepared its unaudited consolidated financial statements as of September 30, 2021 under IFRS.

 

As provided under Resolution No. 777 issued by the CNV on December 28, 2018, this Report discloses the comparative balances for the nine-month period ended September 30, 2020, restated to current currency as of September 30, 2021.

 

The table below shows the evolution of the National Consumer Price Index (National CPI with the characteristics identified in Note 1.e) to the unaudited consolidated financial statements) of the last two years and as of June 30, 2021 and 2020 according to official statistics (INDEC) and the Banco Nación US dollar exchange rate used for the preparation of this operating and financial review and prospects and the accompanying financial statements:

 

  As of December
31, 2019

As of
September

30, 2020

As of December
31, 2020

As of
September

30, 2021

         
National Consumer Price Index (December 2016=100) 283.44 346.62 385.88 528.50
         
Variation in Prices        
Annual / Interannual 53.8% 36.6 36.1% 52.5%
Accumulated 3 months since June 2020 / 2021 n/a 7.7% n/a 9.3%
Accumulated 9 months n/a 22.3 n/a 37.0
         
Banco Nación US$/$ exchange rate 59.89 76.18 84.15 98.74
         
Variation in the exchange rate        
Annual / Interannual 58.9% 32.3% 40.5% 29.6%
Accumulated 3 months since June 2020 / 2021 n/a 8.1% n/a 3.2%
Accumulated 9 months n/a 27.2% n/a 17.3%

 

 

2.Telecom’s activities for the nine-month periods ended September, 2021 (“9M21”) and 2020 (“9M20”)

 

    Variation
  9M21 9M20 $ %
Revenues 292,983 317,476 (24,493) (7.7)
Employee benefit expenses and severance payments (60,347) (58,958) (1,389) 2.4
Interconnection and transmission costs (10,678) (11,702) 1,024 (8.8)
Fees for services, maintenance, materials and supplies (33,448) (33,312) (136) 0.4
Taxes and fees with the Regulatory Authority (22,602) (24,046) 1,444 (6.0)
Commissions and advertising (16,530) (17,536) 1,006 (5.7)
Cost of equipment and handsets (14,752) (11,033) (3,719) 33.7
Programming and content costs (20,031) (20,805) 774 (3.7)
Bad debt expenses (5,362) (12,019) 6,657 (55.4)
Other operating expenses (13,835) (14,543) 708 (4.9)
Depreciation, amortization and impairment of fixed assets (94,213) (83,954) (10,259) 12.2
Operating income 1,185 29,568 (28,383) (96.0)
Earnings from associates 210 567 (357) (63.0)
Financial results, net 30,590 (20,178) 50,768 n/a
Income before income tax expense 31,985 9,957 22,028 221.2
Income tax expense (30,960) (11,861) (19,099) 161.0
Net income (loss) 1,025 (1,904) 2,929 n/a
         
Attributable to:        
Controlling Company 358 (2,508) 2,866 n/a
Non-controlling interest 667 604 63 10.4
  1,025 (1,904) 2,929 n/a
Basic and diluted earnings (losses) per share attributable to the Controlling Company (in Argentine pesos) 0.17 (1.16)    

 

In relation to the economic performance, operating income amounted to $1,185, representing 0.4% of consolidated revenues. Additionally, financial results amounted to a gain of $30,590 and income tax expenses amounted to $30,960, mainly due to the statutory income tax rate change in accordance to Law No. 27,630. As a result, Net income amounted to $1,025.

 

I 

 

 

 

·Revenues

 

 

      Variation
  9M21 9M20 $ %
Mobile Services 110,898 121,529 (10,631) (8.7)
Internet Services 62,077 67,168 (5,091) (7.6)
Cable Television Services 57,433 62,140 (4,707) (7.6)
Fixed and Data Services 41,082 48,722 (7,640) (15.7)
Other services revenues 683 877 (194) (22.1)
Subtotal Services revenues 272,173 300,436 (28,263) (9.4)
Equipment revenues 20,810 17,040 3,770 22.1
Total Revenues 292,983 317,476 (24,493) (7.7)

 

During 9M21 consolidated revenues showed a decrease of 7.7% (-$24,493 vs. 9M20) amounting to $292,983. This decrease in revenues is noted in services revenues, partially offset by higher Equipment revenues.

 

Albeit the greater demand for services, accompanied by a stable churn, consolidated revenues decreased because the rate of inflation for the last twelve months amounted to 52.52% and the Company did not transfer a portion of this effect to its prices as a result of the different measures provided by the National Government.

 

Services revenues amounted to $272,173 in 9M21 (-9.4% vs. 9M20) and represent 92.9% of consolidated revenues. Mobile Services revenues amounted to $110.898 in 9M21 (-$10,631 vs. 9M20). Internet Services revenues amounted to $62,077 in 9M21 (-$5,091 vs. 9M20). Cable Television Services revenues amounted to $57,433 in 9M21 (-$4,707 vs. 9M20) and Fixed and Data Services revenues amounted to $41,082 in 9M21 (-$7,640 vs, 9M20), Equipment revenues increased 22.1%, amounting to $20,810 in 9M21 and represent 7.1% of consolidated revenues.

 

Consolidated Revenues include $34,845 and $127,581 in 9M21 and 9M20, respectively, related to the effect generated by the restatement in current currency as of September 30, 2021.

 

Mobile Services

 

Mobile Services revenues amounted to $110,898 (-$10,631 or -8.7% vs. 9M20), being the main business in term of service revenues (40.7% and 40.5% of services revenues in 9M21 and 9M20, respectively).

 

The effect generated by the restatement in current currency as of September 30, 2021 included in mobile services revenues amounted to $13,124 and $48,755 in 9M21 and 9M20, respectively.

 

Mobile Services revenues in Argentina amounted to $98,547(- $7,226 or -6.8% vs. 9M20) due to decrease in ARPU, partially offset by a slight increase of the customer base.

 

Personal's mobile customers amounted to 19.5 million and 18.7 million as of September 30, 2021 and 2020, respectively. The main ratios related to the services provided to these customers were:

 

·As of September 30, 2021, 58% of total customers are prepaid customers, and 42% are postpaid customers, while, as of September 30, 2020, 59% of total customers were prepaid customers and 41% were postpaid customers.
·Mobile Internet services revenues are equivalent to 73% of Personal’s customer’s total services revenues.
·The monthly average revenue per user (“ARPU”) is $568.0 Argentine pesos per month in 9M21 (vs. $611.7 Argentine pesos per month in 9M20), representing a decrease of 7.1%, The effect generated by the restatement in current currency as of September 30, 2021 included in ARPU amounted to $65.8 Argentine pesos and $246.3 Argentine pesos in 9M21 and 9M20, respectively.
·The average churn rate per month positioned into 1.1% in 9M21 (vs. 2.2% average in 9M20).

 

Regarding infrastructure, the Company continued to enhance the mobile Internet experience of its customers through the deployment of its 4G and 4G+ network throughout the country, reaching more than 13.9 million customers with 4G devices throughout the country. The traffic carried by 4G technologies in 9M21 corresponds to the 92% of the total traffic.

 

Likewise, the number and variety of mobile offers with more data services to improve the connectivity of our customers were deepened, expanding the benefits of the plans to increase performance and their use. In this scenario, the WiFi Pass service was launched, which allows customers who are also subscribed to Internet service to activate free of charge gigabytes for exclusive use to share Internet from their handsets with any other device, without consuming data from their original plan.

 

II 

 

 

Mobile services revenues generated in Paraguay amounted to $12,351 (-$3,405 or -21.6% vs. 9M20) due to decrease of the customer base and a slight decrease in ARPU, partially offset by the appreciation of the Guaraní against the Argentine Peso.

 

The main ratios related to the mobile services in Paraguay were:

 

·Núcleo's mobile customers decrease 1.5%, amounting to in 2.2 million as of September 30, 2021, with 82% of total customers consist of prepaid customers and 18% consist of postpaid customers, while as of September 30, 2020 84% of total customers consist of prepaid customers and 16% consist of postpaid customers.
·The monthly ARPU amounted to $588.8 Argentine pesos per month in 9M21 (vs. $621.7 pesos in 9M20), representing a 5.3% decrease.
·The average churn rate per month amounted to 3.4% in 9M21 (vs. 3.5% in 9M20).

 

Internet Services

 

Internet services revenues amounted to $62,077 in 9M21 (-$5,091 or -7.6% vs. 9M20) driven mainly by the 13.6% decrease in broadband ARPU, which amounted to $1,580.5 Argentine pesos in 9M21 (vs. $1,829.2 Argentine pesos in 9M20). The effect generated by the restatement in current currency as of September 30, 2021 included in ARPU amounts to $187.4 Argentine pesos and $736.5 Argentine pesos in 9M21 and 9M20, respectively.

 

It should be noted that customers with service of 20Mb or higher represent 78% and 70% of the total customer base as of September 30, 2021 and 2020, respectively. Within this range, there are customers who have plans of 100 Mb, 300 Mb and 1,000 Mb that as of September 30, 2021 amounted to 932,592, 155,995 and 7,786, respectively.

 

Internet services subscriber base increased 1.5% in 9M21 amounting to 4.2 million customers. Churn rate per month positioned into 1.5% and 1.2% as of September 30, 2021 and 2020, respectively.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in Internet Services revenues amounts to $7,336 and $27,056 in 9M21 and 9M20, respectively.

 

Cable Television Services

 

Cable Television Services revenues amounted to $57,433 in 9M21 (-$4,707 or -7.6% vs. 9M20). The variation is mainly due to a 10.7% decrease in ARPU, amounting to $1,749.2 Argentine pesos in 9M21 (vs. $1,959.7 Argentine pesos in 9M20). The effect generated by the restatement in current currency as of September 30, 2021 included in ARPU amounts to $211.5 Argentine pesos and $789.1 Argentine pesos in 9M21 and 9M20, respectively.

 

Subscriber base in Argentina remains stable amounting to 3.3 million customers as of September 30, 2021, of which 1.1 million are subscribed to Flow. Churn rate per month of Cable television services positioned into 1.1% and 0.9 % as of September 30, 2021 and 2020, respectively.

 

In November 2020, we incorporated Disney+ and in August 2021, we incorporated Paramount+ into the Flow ecosystem, to transform it into a comprehensive platform so that customers continue to choose it both for its content offering and for its differential functionalities. Flow today, in addition to TV, series, films and documentaries on demand and exclusive co-productions, includes music and gaming. Related to the last mentioned, the consolidation of Esports as an entertainment phenomenon and local consumption continued and will continue to grow as customer needs evolve.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in Cable television services revenues amounts to $6,921 and $25,067 in 9M21 and 9M20, respectively.

 

Fixed Telephony and Data Services

 

Fixed Telephony and Data Services revenues amounted to $41,082 in 9M21 (-$7,640 or -15.7% vs. 9M20).

 

The effect generated by the restatement in current currency as of September 30, 2021 included in Fixed and Data Services revenues amounts to $4,969 and $19,569 in 9M21 and 9M20, respectively.

 

III 

 

 

The average monthly revenue billed per user (“ARBU”) of fixed telephony services amounted to $708.2 Argentine pesos in 9M21 (vs. $827.5 Argentine pesos in 9M20). The effect generated by the restatement in current currency as of September 30, 2021 included in ARBU amounts to $88.3 Argentine pesos and $333.3 Argentine pesos in 9M21 and 9M20, respectively.

 

Equipment

 

Equipment revenues amounted to $20,810 in 9M21 (+$3,770 or +22.1% vs. 9M20). This variation is mainly due to an increase in handsets sold as compared to 9M20 (+43%), complemented by an increase of approximately 37% in handset average sale prices as compared to 9M20.

 

It is important to highlight that the Company, in terms of devices, continued to promote the updating of the handsets with financed offers and special discounts focused on the convergence of services.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in Equipment revenues amounts to $2,442 and $6,785 in 9M21 and 9M20, respectively.

 

Operating costs (without depreciation, amortization and impairment of fixed assets)

 

Operating costs (without depreciation, amortization and impairment of fixed assets) amounted to $197,585 in 9M21, which represents a decrease of $6,369 or -3.1% vs. 9M20. These lower costs are related with the decrease in bad debt expenses, taxes and fees with the Regulatory Authority, Interconnection and transmission costs, and Commissions and advertising, partially offset by an increase employee benefit expenses and severance payments and costs of equipment and handsets.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in operating costs amounts to $25,960 and $82,722 in 9M21 and 9M20, respectively.

 

The operating costs breakdown is mainly as follows:

 

Employee benefit expenses and severance payments

 

Employee benefit expenses and severance payments amounted to $60,347 in 9M21 (-$1,389 or +2.4% vs. 9M20). The increase is mainly due to increases in salaries agreed by the Company with several trade unions with respect to unionized employees as well as to non-unionized employees, together with related social security charges and to higher charges for dismissals, partially offset by the effect of the decrease in headcount (22,846 employees in 9M21).

 

The effect generated by the restatement in current currency as of September 30, 2021 included in employee benefit expenses and severance payments amounts to $7,020 and $23,712, as of 9M21 and 9M20, respectively.

 

Interconnection and transmission costs

 

Interconnection and transmission costs, which also includes charges for roaming, cost of international outbound calls and lease of lines and circuits, amounted to $10,678 in 9M21 (-$1,024 or -8.8% vs. 9M20). The decrease is mainly due to fewer links and sites, partially offset by increases in the exchange rate in relation to services in U$S.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in interconnection and transmission costs amounts to $1,300 and $4,665 in 9M21 and 9M20, respectively.

 

Fees for services, maintenance, materials and supplies

 

Fees for services, maintenance, materials and supplies amounted to $33,448 in 9M21 (+$136 or +0.4% vs. 9M20). Fees for services decreased $455 while fees for maintenance, materials and supplies increased $591 vs. 9M20.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in fees for services, maintenance, materials and supplies amounts to $4,823 and $13,846 in 9M21 and 9M20, respectively.

 

IV 

 

 

Taxes and fees with the Regulatory Authority

 

Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes and fees, decreased, amounting to $22,602 in 9M21 (-$1,444 or -6.0% vs. 9M20). This decrease is mainly due to the effect of lower revenues in 9M21 vs. 9M20. Taxes and fees with the Regulatory Authority represent 7.7% and 7.6% of consolidated revenues in 9M21 and 9M20, respectively.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in taxes and fees with the Regulatory Authority amounts to $2,702 and $9,661 in 9M21 and 9M20, respectively.

 

Commissions and advertising

 

Commissions (including commissions paid to agents, collection commissions and other commissions) and advertising amounted to $16,530 in 9M21 (-$1,006 or -5.7% vs. 9M20). The decrease is mainly due to lower charges for agent commissions and lower advertising services costs.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in commissions and advertising amounts to $1,922 and $7,037 in 9M21 and 9M20, respectively.

 

Cost of equipment and handsets

 

Cost of equipment and handsets sold amounted to $14,752 in 9M21 (+$3,719 or +33.7% vs. 9M20). Thereby, $14,046 of such amount correspond to cost of handsets sold in Argentina, which increased 39.4% vs. 9M20, mainly due to higher handsets sold and the increase in the purchase prices of handsets.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in cost of equipment and handsets amounts to $3,031 and $4,852 in 9M21 and 9M20, respectively.

 

Programming and content costs

 

Programming and content costs amounted to $20,031 in 9M21 (-$774 or -3.7% vs. 9M20), mainly due to commercial efficiencies, partially offset by price increases of approximately 40% in almost all signals.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in programming and content costs amounts to $2,474 and $8,415 in 9M21 and 9M20, respectively.

 

Bad debt expenses

 

Bad debt expenses amounted to $5,362 in 9M21 (-$6,657 or -55.4% vs. 9M20). Bad debt expenses represent 1.8% and 3.8% of total consolidated revenues in 9M21 and in 9M20, respectively. The decrease is mainly due to the different actions undertaken by the Company in retail defaulted-payment management since the end of 2020, which results have an impact in 9M21. Through several campaigns and promotions, bad debt receivables are recovered from clients who, in many cases, had suffered a degradation of their services or were in a situation of disconnection, as a result of the pandemic and the general economic situation of the country. Regarding corporate segment customers, collection procedures were carried, and resulted in the recovery of important receivables.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in bad debt expenses amounts to $589 and $4,844 in 9M21 and 9M20, respectively.

 

Other operating expenses

 

Other operating expenses, which include provisions, energy and other public services, insurance, leases and internet capacity, among others, amounted to $13,835 in 9M21 (-$708 or -4.9% vs, 9M20). The decrease is mainly due to lower energy costs, rentals and internet capacity charges, partially offset by higher provisions.

 

The effect generated by the restatement in current currency as of September 30, 2021 included in other operating expenses amounts to $2,099 and $5,701 in 9M21 and 9M20, respectively.

 

Depreciation, amortization and impairment of fixed assets

 

Depreciation, amortization and impairment of fixed assets amounted to $94,213 in 9M21 (+$10,259 or +12.2% vs. 9M20). The increase is due to the impact of the amortization of the CAPEX subsequent to September 30, 2020 as a consequence of the adjusted investment plan that the Company is developing.

 

V 

 

 

The effect generated by the restatement in current currency as of September 30, 2021 included in depreciation, amortization and impairment of fixed assets amounts to $56,776 and $57,948 in 9M21 and 9M20, respectively.

 

·Operating income

 

Operating income amounted to $1,185 in 9M21 (-$28,338 or -96,0% vs. 9M20), representing 0.4% of consolidated revenues in 9M21 vs. 9.3 % in 9M20.

 

·Financial results, net

 

    Varition
  9M21 9M20 $ %
Interests on financial debts (10,891) (15,953) 5,062 (31.7)
Foreign currency exchange gains (losses) on financial debts 32,110 (10,857) 42,967 n/a
Financial debt renegotiation results - (4,704) 4,704 (100.0)
 Total debt financial results 21,219 (31,514) 52,733 (167.3)
Others foreign currency exchange 5,240 4,318 922 21.4
(Loss) gains on operations with notes and bonds (492) 4,795 (5,287) n/a
Other interests, net and other investments results (1,187) (997) (190) 19.1
RECPAM 11,458 6,454 5,004 77.5
Other (5,648) (3,234) (2,414) 74.6
Total other financial results, net 9,371 11,336 (1,965) (17.3)
Total financial results, net 30,590 (20,178) 50,768 n/a

 

Financial gain, net amounted to $30,590 in 9M21 (vs. a loss of $20,178 in 9M20). Financial Results, net in 9M21 mainly include foreign exchange gains measured in real terms of $37,350 as a result of a 17.3% devaluation of the Argentine peso against the US dollar vs, a 37.0% inflation (vs. a loss of $6,539 in 9M20, 27.2% devaluation of the Argentine peso against the US dollar vs. a 22.3% inflation), and the effect generated by the restatement in current currency, which amounted to a gain of $11,418 (vs. $6,454 in 9M20). These effects are partially offset by losses of (i) interest on financial debts, measured in real terms, of $10,891 (vs. a loss of $15,953 in 9M20), (ii) operations with notes and bonds of $492 (iii) other interest, net and other investment results of $1,187 and other financial results of $5,648.

 

·Income tax expense

 

Telecom’s income tax charge includes the following effects: (i) the current tax payable pursuant to tax legislation applicable to Telecom and (ii) the effect of applying the deferred tax method on temporary differences arising out of the Company’s asset and liability valuation according to tax vs, financial accounting criteria, including the income tax inflation effect.

 

Income tax expense amounted to $30,960 in 9M21 vs. $11,861 in 9M20. It mainly includes the change in the statutory income tax rate in accordance with the provisions of Law No. 27,630, which replaced the 25% rate with a scale of increasing rates based on the taxable income of each taxpayer that reaches 35% since fiscal year 2021. Therefore, it includes the following effects: (i) regarding current tax expenses, Telecom generated a $12,710 tax expense in 9M21 (vs. $224 in 9M20), and (ii) regarding the deferred tax in 9M21. Telecom recorded a deferred tax loss of $18,250 in 9M21 (vs. 11,637 in 9M20).

 

·Net income (loss)

 

Telecom Argentina recorded a net income of $1,025 in 9M21 (vs. a net loss of $1,904 in 9M20) and represents +0,3% of consolidated revenues (vs. -0.6% in 9M20). Net income recorded in 9M21 is mainly due to operating income amounting to $1,185 and financial gains, net amounting to $30,590, partially offset by income tax expenses of $30,960.

 

Net income attributable to controlling shareholders amounted to $358 in 9M21 vs. a net loss amounting to $2,508 in 9M20.

 

·Financial position, net

 

The consolidated financial position, net (that is: Cash and cash equivalents plus Financial investments and IFD less Financial debts) is debt and amounted to $223,416 and $239,683 as of September 30, 2021 and as of December 31, 2020, respectively.

 

VI 

 

 

 

·Capital expenditures (CAPEX) and Rights of use assets additions

 

CAPEX and Rights of use assets additions composition 9M21 and 9M20 is as follows:

 

  In millions of $ Variation
  9M21 9M20 $ %
PP&E 51,931 51,140 791 1.5
Intangibles assets 1,969 2,194 (225) (10.3)
Total CAPEX 53,900 53,334 566 1.1
Rights of use assets 12,619 8,720 3,899 44.7
Total 66,519 62,054 4,465 7.2

 

The Company and its subsidiaries’ main PP&E CAPEX projects are related to the expansion of cable TV and internet services in order to improve the transmission and speed offered to customers; the deployment of 4G services to support the growth of mobile Internet services, improvement of the quality service together with the launch of innovative VAS services.

 

During 9M21 Telecom continued with the expansion of transmission and transport networks to join the different access technologies, converting the fixed copper networks to fiber or hybrid fiber-coaxial networks to meet, in this way, the demand of services of both fixed telephony and mobile services customers. Likewise, we continued with our investments in the pricing, billing and customer relationship systems.

 

3.Telecom Group’s activities for the three-month periods ended September 30, 2021 (“3Q21”) and 2020 (“3Q20”)

 

 

    Variation
  3Q21 3Q20 $ %
Revenues 96,254 102,190 (5,936) (5.8)
Operating costs without depreciation, amortization and impairment of fixed assets (67,797) (67,212) (585) 0.9
Depreciation, amortization and impairment of fixed assets (33,070) (29,195) (3,875) 13.3
Operating (loss) income (4,613) 5,783 (10,396) n/a
Earnings from associates 84 213 (129) (60.6)
Financial results, net 10,275 (4,659) 14,934 n/a
Income before income tax expense 5,746 1,337 4,409 329.8
Income tax expense (2,894) (6,459) 3,565 (55.2)
Net income (loss) 2,852 (5,122) 7,974 n/a
         
Attributable to:        
Controlling Company 2,549 (5,370) 7,919 (147.5)
Non-controlling interest 303 248 55 22.2
  2,852 (5,122) 7,974 n/a
         
Basic and diluted earnings (losses) per share attributable to the Controlling Company (in Argentine pesos) 1.18 (2.49)    

 

Revenues in 3Q21 amounted to $96,254, operating costs (without depreciation, amortization and impairment of fixed assets) amounted to $67,797, depreciation, amortization and impairment of fixed assets amounted to $33,070 (equivalent to 34.4% of consolidated revenues) and operating loss amounted to $4,613 (equivalent to -4.8% of consolidated revenue in 3Q21 vs. 5.7% in 3Q20).

 

Services revenues amounted to $89,578 in 3Q21 -equivalent to 93.1% of consolidated revenues-, and equipment revenues amounted to $6,676 in 3Q21 –equivalent to 6.9% of consolidated revenues–.

 

Mobile services revenues amounted to $36,987 in 3Q21 –equivalent to 41.3% of consolidated services revenues– which were mainly generated by Personal’s customers in Argentina.

 

Internet services revenues amounted to $21,058 in 3Q21 –equivalent to 23.5% of consolidated services revenues–.

 

Cable television services revenues amounted to $18,457 in 3Q21 –equivalent to 20.6% of consolidated service revenues– and they are mainly composed of services revenues provided in Argentina and Uruguay.

 

Finally, Fixed and data services revenues amounted to $12,795 in 3Q21 –equivalent to 14.3% of consolidated service revenues–.

 

VII 

 

 

Operating costs without depreciation, amortization and impairment of fixed assets amounted to $67,797 in 3Q21, being the main components, employee benefit expenses and severance payments (amounted to $21,876); fees for services, maintenance, materials and supplies (amounted to $11,014); taxes and fees with the Regulatory Authority (amounted to $7,371); programming and content costs (amounted to $6,318); and commissions and advertising (amounted to $5,547).

 

Financial results, net amounted to a gain of $10,275 in 3Q21, mainly due to net foreign exchange gains, measured in real terms, amounting to $12,264, the net gain on restatement in current currency amounting to $2,291, and gains on operations with notes and bonds of $534, partially offset by losses on: interests on financial debts amounting to $3,618, other interests, net and other investments results amounting to $758and other financial results amounting to $1,838.

 

Income tax expense amounted to $2,894 in 3Q21, Therefore, Telecom Argentina obtained a net income amounting to $2,852 in 3Q21, (which represents +3.0% of consolidated revenues). Net income attributable to the controlling shareholders amounted to $2,549 in 3Q21.

 

4.Summary of comparative consolidated statements of financial position

 

  September 30,
  2021 2020 2019 2018
Current assets 54,831 98,242 134,231 122,674
Non-current assets 923,687 958,158 980,446 952,027
Total assets 978,518 1,056,400 1,114,677 1,074,701
Current liabilities 150,967 143,087 158,047 273,308
Non-current liabilities 334,972 339,462 360,560 180,498
Total liabilities 485,939 482,549 518,607 453,806
  Equity attributable to the Controlling Company 484,846 565,265 587,022 610,986
  Equity attributable non-controlling interest 7,733 8,586 9,048 9,909
Total Equity 492,579 573,851 596,070 620,895
Total liabilities and equity 978,518 1,056,400 1,114,677 1,074,701

 

5.Summary of comparative consolidated income statements

 

  9M21 9M20 9M19 9M18
Revenues 292,983 317,476 332,665 370,574
Operating costs (291,798) (287,908) (302,671) (311,549)
Operating income 1,185 29,568 29,994 59,025
Earnings from associates 210 567 (425) 436
Financial results, net 30,590 (20,178) (29,912) (107,320)
Income (loss) before income tax expense 31,985 9,957 (343) (47,859)
Income tax expense (30,960) (11,861) (26,106) 23,520
Net income (loss)   1,025 (1,904) (26,449) (24,339)
Other comprehensive (loss) income, net of tax (3,977) (1,509) (1,586) 8,884
Total comprehensive (loss) (2,952) (3,413) (28,035) (15,455)
 Attributable to Controlling Company (2,679) (3,601) (28,479) (17,911)
 Attributable to non-controlling interest (273) 188 444 2,456

 

6.Summary of comparative consolidated statements of cash flow

 

  9M21 9M20 9M19 9M18
Net cash flows provided by operating activities 90,476 109,450 116,207 81,292
Net cash flows used in investing activities (84,615) (71,956) (57,967) (52,086)
Net cash flows used in financing activities (11,930) (55,289) (1,999) (26,124)
Net foreign exchange differences and RECPAM on cash and cash equivalents (2,234) 2,255 2,220 8,810
Total cash and cash equivalents (used) provided during the period (8,303) (15,540) 58,461 11,892

 

7.Statistical data (in physical units in index-term)

 

  09.30.21 09.30.20 09.30.19 09.30.18
Cable TV Subscribers (i) 102.0% 102.2% 100.6% 102.0%
Internet Access (ii) 104.6% 103.0% 102.0% 101.7%
Fixed telephony services lines (ii) 83.3% 84.4% 87.7% 95.6%
Personal Mobile telephony services lines (ii) 102.9% 98.3% 100.0% 97.4%
Núcleo’s customers (ii) 97.2% 96.0% 95.9% 96.8%

 

(i)Base December 2013= 100
(ii)Base December 2017= 100

 

VIII 

 

 

8.Consolidated ratios

 

  09.30.21 09.30.20 09.30.19 09.30.18
Liquidity (1) 0.36 0.69 0.85 0.45
Solvency (2) 1.01 1.19 1.15 1.37
Locked-up capital (3) 0.94 0.91 0.88 0.89

 

1)Current assets/Current liabilities,
2)Total equity/Total liabilities,
3)Non-current assets/Total assets,

 

9.Outlook

 

The COVID 19 emergency complex scenario continues presenting challenges all around the world. Although the pandemic effects dimmed in the first nine months of 2021 as a result of advances in health policy and the extension of large-scale vaccination plans, the pandemic continuity - due to the threat of new variants of the virus and its potential growths – continues presenting a complex panorama for the last months of 2021.

 

In our country, the impact of the epidemiological situation on the world’s macro-economy was particularly aggravated by the recessive effects generated by the economic paralysis as a result of the social isolation. In order to promote sustained growth in production and private employment, a high level of commitment from all sectors of society and greater public-private coordination will continue to be necessary.

 

Telecom's economic-financial results, as those of other companies operating in the country, reflect the impact of the inflationary processes and exchange rate fluctuations, especially considering that our main source of income is in pesos, while our industry requires intensive dollarized investments for the deployment of infrastructure and development of systems.

 

In this sense, the economic scenario has forced us to strongly focus our management on achieving operational efficiencies to maintain growth levels in line with the investments undertaken, not only to grow but also to maintain the quality of service that we provide to our more than 29 million customers.

 

In addition, there is greater uncertainty for ICT services companies arising from the issuance of Decree No. 690/20, whereby the PEN declared that ICT services are considered as public services provided on a competitive basis.

 

In the last months, different courts have considered the rule, which proposed an untimely, arbitrary and unnecessary change in the sector regulation, ordering the suspension of Decree No. 690/20 and the resolutions issued subsequently and derived from it. The preliminary injunctions that are repeated in various parts of the country cover virtually the entire ICT industry, both large operators and SMEs.

 

In our case, the Chamber of the Federal Court of Appeals on Administrative Litigation Matters decided by majority to accept the Company’s appeal and granted the precautionary measure requested. By the end of October 2021, we were notified of the resolution of the Federal Court on Administrative Litigation Matters No. 8, through which it resolved to extend for another six-month period the precautionary measure opportunely granted.

 

In this way, Court ratify that the entire ICT industry must have the capacity to set its trade policies and prices. Maintaining and encouraging competition instead of setting artificial barriers is the only and best way for users to continue accessing to more and better services.

 

In Telecom we maintain our vision of continuing to consolidate ourselves as an ecosystem of digital services, which are leveraged on connectivity and supported by a digital and cultural transformation process focused on the experience of our customers, which we have given an extraordinary boost during the pandemic.

In the last year and a half, the digitization made possible social and commercial relationships, education, relationships with institutions and the economy. Also, the limits between the digital and the face-to-face were softened. And the society changed.

 

We were and continue to be part of that change, accompanying and enhancing Argentines’ lives and promoting the country's digital economy. Our evolution does not stop. Therefore, we have renewed our institutional visual identity and our commercial brands, which expresses the technological evolution that we are carrying out to facilitate the digital development of our customers, of society and, ultimately, of the country.

 

From now on, our customers have full connectivity with Personal, regardless their inside/outside home location, with the best service experience, thanks to our fixed and mobile networks.

 

IX 

 

 

Flow is a truly meeting point for all entertainment, where content from the most important platforms on the market is also integrated.

 

And, under the Telecom brand, we continue to bring digital solutions to the corporate and government segment, to continue contributing to their development and growth.

 

We are building an attractive brand for new digital talents, fundamental in the development of services related to the digital economy, and a new work experience for our employees, with a hybrid scheme, of face-to-face and virtually, focusing on well-being and a greater personal, family and work balance.

 

Finally, from a financial point of view, during this first nine months of 2021, thanks to the confidence of the national and international markets in the company's credit strength and in our business strategy, we issued new Series 8 Notes for a nominal value of $8,709 and Series 9 for a nominal value of $8,699 maturing in 2025 and 2024, respectively. Also, during this period, we canceled the remaining balance of the Series “A” Notes for US$106 million and Series “3” and “4” Notes, maturing in January and July of 2021. Additionally, our subsidiary in Paraguay, Núcleo, also entered the financial market by issuing two series of notes maturing in 2028 and 2031 for a total of approximately $3,406. These issuances have allowed us to considerably improve our capital structure.

 

We expect to continue our transformation process, consolidating our operating model and reaching new transformation milestones towards the full digitalization of our operations to become more efficient, agile and digital, to continue boosting the growth of digital economy in our country and generating value for our customers.

 

 

 

 

 

 

  Carlos Moltini
  Chairman of the Board of Directors

 

X 

 

 

CORPORATE INFORMATION

 

·INDEPENDENT AUDITORS Price Waterhouse & Co S.R.L. (member of PricewaterhouseCoopers)

 

BYMA

 

  Market quotation ($/share) Volume of shares
Quarter High Low traded (in millions)
3Q20 235.00 166.15 5.7
4Q20 269.95 189.00 5.7
1Q21 206.65 157.00 4.5
2Q21 215.95 139.55 9.9
3Q21 196.45 173.75 9.0

 

NYSE*

 

  Market quotation (US$/ADS) Volume of ADSs
Quarter High Low traded (in millions)
3Q20 10.26 6.47 12.4
4Q20 9.12 6.41 16.6
1Q22 6.76 5.35 18.7
2Q21 6.52 4.40 36.4
3Q21 5.80 4.91 13.6

 

* Calculated at 1 ADS = 5 shares

 

·INVESTOR RELATIONS for information about Telecom Argentina S.A., please contact:

 

In Argentina
Telecom Argentina S.A.
Investor Relations Division
General Hornos 690
(1272) Autonomous City of Buenos Aires
Argentina
https://inversores.telecom.com.ar/ar/es/contacto.html

 

Outside Argentina
JPMorgan Chase Bank N.A.
383 Madison Avenue, Floor 11.

New York, NY10179

Attn: Depositary Receipts Group

Tel: +1 212 622 5935

 

·INTERNET http://institucional.telecom.com.ar/inversores/

 

·DEPOSIT AND TRANSFER AGENT FOR ADSs

 

JPMorgan Chase Bank N.A.
383 Madison Avenue, Floor 11
New York, NY10179

Attn: Depositary Receipts Group

adr@jpmorgan.com www.adr.com

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

  Telecom Argentina S.A.      
   
   
   
Date: November 12, 2021 By: /s/ Fernando J. Balmaceda
      Name: Fernando J. Balmaceda
      Title: Responsible for Market Relations