BUENOS AIRES--(BUSINESS WIRE)--
Translation from the original prepared in Spanish for publication in Argentina
FINAL – 23/6/11
PAN AMERICAN ENERGY LLC
(ARGENTINE BRANCH)
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 | ||
COMPARATIVE WITH THE PRIOR FISCAL YEAR | ||
CONTENTS |
Page |
|
Independent auditors’ report | 2 | |
Legal information | 4 | |
Balance sheet | 5 | |
Statement of income | 6 | |
Statement of cash flows | 7 | |
Notes to the financial statements | 8 | |
Exhibits A, B, C, D, E, F, G, H and I | 23 | |
Reporting summary | 36 | |
Supplementary information required by the Buenos Aires Stock Exchange | 41 |
INDEPENDENT AUDITORS’ REPORT
To the Legal Representative of
Pan American Energy LLC (Argentine
Branch)
Legal address: Av. Leandro N. Alem 1180 – 11th
floor
Buenos Aires
Taxpayer identification (CUIT) No.
30-69554247-6
1. | We have examined the balance sheet of Pan American Energy LLC (Argentine Branch) as of December 31, 2010, and the related statements of income and cash flows, notes 1 to 18 and exhibits A, B, C, D, E, F, G, H and I for the fiscal year then ended, comparatively presented with the prior year. | |
2. | The Branch’s Legal Representative and Management are responsible for the preparation and fair presentation of these financial statements in accordance with professional accounting standards in force in City of Buenos Aires, Argentina, and the related regulations of the National Securities Commission (“CNV”). This responsibility includes: (a) designing, implementing and maintaining internal control so that the financial statements are free from material misstatements, whether due to fraud or error, (b) selecting and applying appropriate accounting policies, and (c) making accounting estimates that are reasonable in the circumstances. Our responsibility is to express an opinion on these financial statements based on our audit. | |
3. | We conducted our audit in accordance with auditing standards generally accepted in Argentina. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of the accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. | |
4. | In our opinion, the financial statements referred to in paragraph 1 present fairly, in all material respects, the financial position of the Branch as of December 31, 2010, the results of its operations and the changes in cash flows for the year then ended, in conformity with professional accounting standards in force in the City of Buenos Aires. | |
5. | In relation to the financial statements as of December 31, 2009 and for the year then ended, presented for comparative purposes, we issued an unqualified report dated March 11, 2010. | |
6. | In compliance with rules and regulations in force, we report that: |
a. the financial statements comply with the provisions of the Companies Law and the regulations on accounting documentation of the National Securities Commission, they are transcribed in the Inventory Book and they derive from the accounting records of the Branch which, in their formal aspects, are kept pursuant to legislation in force. The information systems used to process the data included in the financial statements are kept under the security and integrity conditions based on which they were duly authorized;
b. we read the information included in the reporting summary (sections “Balance sheet items”, “Income statement items” and “Ratios”) and in the supplementary information to the financial statements required by section 68 of the regulations of the Buenos Aires Stock Exchange, based on which, as far as it relates to our area of responsibility, we have no observations;
c. we have performed the anti-money laundering and terrorist financing procedures set forth by the applicable professional standards issued by the Professional Council of Economic Sciences of the City of Buenos Aires;
d. as of December 31, 2010, the accrued liability for pension contributions arising from the accounting records amounted to $ 27,489,686.42, no amounts being due as of that date, and
e. as required by General Resolution No. 400 of the National Securities Commission:
- the ratio between the total audit services invoiced to the Branch and the total amount invoiced to the Branch, including audit services, for the year ended December 31, 2010 is 0.55;
- the ratio between the total audit services invoiced to the Branch and the total audit services invoiced to the Branch and its Head Office and Temporary Union of Enterprises is 0.97, and
- the ratio between the total audit services invoiced to the Branch and the total amount invoiced to the Branch and its Head Office and Temporary Union Enterprises is 0.54.
Buenos Aires, March 10, 2011
SIBILLE
Néstor R. García
Partner
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
FINANCIAL STATEMENTS as of December 31, 2010 for the for the fiscal year No. 14 beginning January 1, 2010 and ended December 31, 2010, comparatively presented with the prior fiscal year.
Stated in pesos
Legal address of the Branch: Av. Leandro N. Alem 1180 - 11th floor - Buenos Aires
Main activity of the Branch: Oil and gas exploration and production
Date of registration with the Public Registry of Commerce: October 17, 1997
Registration number with the Inspection Board of Legal Entities: 1868, Book 54, Volume B of Foreign Companies
Subscribed capital (paid in full): $ 221,779,007 (See Note 8)
HEAD OFFICE
Name: Pan American Energy LLC
Legal address: The Corporation Trust Company, Trust Corporation Center, 1209 Orange Street, Wilmington, Delaware - 19801 - United States of America
Main activity: Oil and gas exploration and production
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH) BALANCE SHEET as of December 31, 2010 comparative with the prior fiscal year (in pesos) |
||||
12/31/2010 |
12/31/2009 |
|||
ASSETS CURRENT ASSETS |
||||
Cash and banks (Note 4 a) | 27,075,883 | 26,188,313 | ||
Investments (Exhibit C) | 928,205,571 | 741,623,699 | ||
Accounts receivable (Note 4 b) | 1,196,699,783 | 1,156,824,402 | ||
Other receivables (Note 4 c) | 198,941,399 | 223,138,351 | ||
Inventories (Note 4 d) | 245,421,453 | 266,673,290 | ||
Total current assets | 2,596,344,189 | 2,414,448,055 | ||
NON CURRENT ASSETS |
||||
Other receivables (Note 4 e) | 117,243,114 | 83,802,832 | ||
Investments (Exhibit C) | 136,064,539 | 135,388,922 | ||
Property, plant and equipment (Exhibit A) | 14,000,122,687 | 11,857,405,042 | ||
Intangible assets (Exhibit B) | 300,830 | 326,988 | ||
Total non current assets | 14,253,731,170 | 12,076,923,784 | ||
Total assets | 16,850,075,359 | 14,491,371,839 | ||
LIABILITIES CURRENT LIABILITIES |
||||
Accounts payable (Note 4 f) | 991,253,765 | 831,656,938 | ||
Loans (Note 4 g) | 873,455,876 | 1,375,474,292 | ||
Financial bonds (Note 4 h) | 544,513,784 | 29,859,028 | ||
Payroll and social security contributions | 184,240,683 | 144,259,946 | ||
Taxes payable (Note 4 i) | 396,405,076 | 1,110,850,180 | ||
Other liabilities (Note 3 2 j) | 38,333,365 | 28,957,454 | ||
Provision for future compensation to personnel (Exhibit D) | 3,420,000 | 4,464,598 | ||
Total current liabilities | 3,031,622,549 | 3,525,522,436 | ||
NON CURRENT LIABILITIES |
||||
Accounts payable (Note 4 j) | 71,834,795 | 68,244,336 | ||
Loans (Note 4 k) | 2,999,919,832 | 3,324,848,000 | ||
Financial bonds (Note 4 l) | 2,478,612,556 | 950,000,000 | ||
Taxes payable (Note 4 m) | 54,122,919 | 61,503,316 | ||
Other liabilities (Note 3 2 j) | 233,779,130 | 215,516,431 | ||
Deferred tax (Note 11) | 139,165,184 | 155,749,038 | ||
Provision for future compensation to personnel (Exhibit D) | 26,838,820 | 21,707,215 | ||
Provision for environmental remediation (Exhibit D) | 458,587,401 | 250,732,619 | ||
Accruals (Exhibit D) | 17,482,881 | 17,787,688 | ||
Total non current liabilities | 6,480,343,518 | 5,066,088,643 | ||
Total liabilities | 9,511,966,067 | 8,591,611,079 | ||
Account with Head Office (Note 7) | 6,876,870,285 | 5,438,521,753 | ||
Capital allocated to the Branch (Note 8) | 221,779,007 | 221,779,007 | ||
Capital adjustment | 239,460,000 | 239,460,000 | ||
Total | 16,850,075,359 | 14,491,371,839 | ||
The accompanying notes and exhibits are an integral part of these financial statements.
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
STATEMENT OF INCOME for the fiscal year ended December 31, 2010 comparative with the prior fiscal year
(in pesos)
2010 | 2009 | |||||||
Sales (Note 4 n) | 9,676,308,060 | 9,108,283,415 | ||||||
Cost of sales (Exhibit E) | (5,345,854,565) | (4,493,900,459) | ||||||
Gross profit | 4,330,453,495 | 4,614,382,956 | ||||||
Administrative expenses (Exhibit G) | ( 438,427,206) | ( 339,046,364) | ||||||
Operating income | 3,892,026,289 | 4,275,336,592 | ||||||
Financial results | ||||||||
Generated by assets | ||||||||
Interest | 28,677,366 | 13,141,942 | ||||||
Exchange gains | 103,092,431 | 84,060,090 | ||||||
Other financial results | 6,446,369 | 138,216,166 | 8,291,289 | 105,493,321 | ||||
Generated by liabilities | ||||||||
Interest | (404,238,330) | (422,042,216) | ||||||
Exchange losses | (297,245,470) | (569,414,219) | ||||||
Other financial results | (137,169,440) | ( 838,653,240) | ( 87,447,076) | (1,078,903,511) | ||||
Other income and expenses – net | 22,199,103 | 19,401,517 | ||||||
Income before income tax | 3,213,788,318 | 3,321,327,919 | ||||||
Income tax expense - current (Note 11) | (1,119,118,582) | (1,369,505,178) | ||||||
Income tax benefit - deferred (Note 11) | 16,583,854 | 203,675,537 | ||||||
Net income (Note 7) | 2,111,253,590 | 2,155,498,278 | ||||||
The accompanying notes and exhibits are an integral part of these financial statements.
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
STATEMENT OF CASH FLOWS for the fiscal year ended December 31, 2010
comparative with the prior fiscal year
(in pesos)
2010 | 2009 | |||
Cash provided by operations: | ||||
Net income | 2,111,253,590 | 2,155,498,278 | ||
Adjustment to reconcile net income with the cash provided by operations | ||||
Depreciation of property, plant and equipment | 1,225,599,304 | 1,071,008,680 | ||
Amortization of intangible assets | 26,158 | 29,820 | ||
Income tax expense | 1,119,118,582 | 1,369,505,178 | ||
Net increase (decrease) in allowances for bad debtors, lawsuits and | ||||
obsolescence of materials | 2,062,540 | ( 25,641,813) | ||
Loss (gain) on property, plant and equipment | 49,812,694 | 62,185 | ||
Increase in provision for future compensation to personnel | 7,422,107 | 9,148,719 | ||
Net increase in the provision for environmental remediation | 30,681,110 | 39,050,396 | ||
Other non-cash items (1) | 649,582,191 | 619,534,741 | ||
Changes in assets, liabilities and account with Head Office: | ||||
Increase in accounts receivable | ( 40,326,398) | ( 579,521,498) | ||
Decrease in inventories | 19,335,507 | 5,067,450 | ||
Decrease in other current receivables | 24,196,952 | 228,647,421 | ||
Increase in other non current receivables | ( 33,440,282) | ( 19,023,136) | ||
Increase in accounts payable, payroll and social security
contributions,
taxes payable and other liabilities |
183,893,291 | 189,943,956 | ||
Compensation paid to personnel for benefit plans | ( 3,335,100) | ( 3,084,534) | ||
Use of provisions | ( 15,456,457) | ( 24,607,239) | ||
Income tax paid | (1,794,030,741) | ( 442,543,077) | ||
Net cash provided by operations | 3,536,395,048 | 4,593,075,527 | ||
Cash used in investing activities: | ||||
Increase in investments | ( 12,777,243) | ( 131,478,880) | ||
Acquisition of property, plant and equipment | (3,226,837,544) | (3,119,149,783) | ||
Collection due to the sale of property, plant and equipment | 1,338,030 | 1,596,676 | ||
Cash used in investing activities | (3,238,276,757) | (3,249,031,987) | ||
Cash used in financing activities | ||||
Decrease in loans (net) | (1,232,019,781) | ( 501,622,098) | ||
Increase (decrease) in bonds (net) | 1,782,174,464 | ( 480,419,034) | ||
Net activity with Head Office | ( 672,905,058) | ( 242,380,211) | ||
Cash used in financing activities | ( 122,750,375) | (1,224,421,343) | ||
Net increase in cash | 175,367,916 | 119,622,197 | ||
Cash at the beginning of the fiscal year | 766,142,783 | 646,520,586 | ||
Cash at fiscal year-end | 941,510,699 | 766,142,783 | ||
(1) It is made up of: | ||||
Exchange gains/losses and other financial results | ||||
relating to loans and other | 666,166,045 | 823,210,278 | ||
Deferred income tax benefit | ( 16,583,854) | ( 203,675,537) | ||
Total |
649,582,191 |
619,534,741 |
||
The accompanying notes and exhibits are an integral part of these financial statements. |
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
NOTES TO THE FINANCIAL STATEMENTS as of December 31, 2010 comparative with the prior fiscal year (in pesos)
NOTE 1 - THE BRANCH
Pan American Energy LLC (Argentine Branch) is engaged in the exploration, development and production of hydrocarbons.
NOTE 2 - OPERATIONS OF THE BRANCH
The following table summarizes the main operations, blocks and joint ventures in which the Branch is or was involved during the fiscal year ended December 31, 2010.
Activity |
Operations |
Interest |
Participation |
|||
Oil and gas production and development | Cerro Dragón (1) | 100.00% | Operator | |||
Piedra Clavada (1) | 100.00% | Operator | ||||
Koluel Kaike (1) | 100.00% | Operator | ||||
Lindero Atravesado (2) | 62.50% | Operator | ||||
Anticlinal Funes | 80.00% | Operator | ||||
Acambuco | 52.00% | Operator | ||||
Aguada Pichana (2) | 18.18% | Non operator | ||||
San Roque (2) | 16.47% | Non operator | ||||
Estancia La Escondida | 25.00% | Non operator | ||||
Oil and gas exploration and development | Acambuco "B" (3) | 100.00% | Operator | |||
Bandurria |
18.18% |
Non operator |
||||
Costa Afuera Argentina “CAA-40” | 33.50% | Non operator | ||||
Costa Afuera Argentina “CAA-46” | 33.50% | Non operator | ||||
Centro Golfo San Jorge Marina Chubut | 90.00% | Operator | ||||
Centro Golfo San Jorge Marina Santa Cruz | 90.00% | Operator | ||||
Nueva Lubecka (4) | 100.00% | Operator | ||||
Paso de Indios | 100.00% | Operator | ||||
Paso Moreno | 100.00% | Operator | ||||
Explanations:
(1) | See Note 15.1. | |
(2) | See Note 15.2. | |
(3) | Corresponds to the Macueta Oeste and San Pedrito Sur fields. | |
(4) | On December 24, 2010, the Branch relinquished the Nueva Lubecka area in the province of Chubut. |
NOTE 3 - ACCOUNTING PRINCIPLES
3.1 Reporting currency
In accordance with Decree 664/2003 and General Resolution No. 441/2003 of the National Securities Commission (“Comisión Nacional de Valores” or CNV), the Branch discontinued the application of inflation accounting as from March 1, 2003.
From January 1, 2002 to February 28, 2003, the Branch applied the inflation accounting methodology set forth by Technical Resolution No. 6, amended by Technical Resolutions Nos. 17 and 19 of the Argentine Federation of Professional Councils of Economic Sciences (FACPCE) and by the Professional Council of Economic Sciences of the City of Buenos Aires (CPCECABA), using indexes derived from the Internal Wholesale Price Index.
3.2 Valuation and presentation principles
a) Presentation
The financial statements are presented in accordance with the presentation principles established by the accounting standards generally accepted in the Republic of Argentina and pursuant to the provisions of the CNV.
The accompanying financial statements were translated into the English language from those issued in Spanish in conformity with the regulations of the National Securities Commission (“CNV”) of Argentina. Certain accounting practices applied by the Branch that conform to the accounting standards set forth by the CNV do not conform to accounting principles generally accepted in the United States. The effects of these differences have not been quantified by the Company.
Investments to become due or to be realized in the short term (within 3 months of fiscal year-end) are considered a cash equivalent in the statement of cash flows.
Certain reclassifications were made to the financial statements presented as comparative information to conform them to the presentation used in this fiscal year.
b) Participating interest in joint ventures
The Branch is engaged in exploration and production activities in certain areas through its participation in joint ventures with other companies. The account balances reflecting the joint ventures’ assets, liabilities, income and expenses are proportionately consolidated in these financial statements.
c) Foreign currency
Assets and liabilities denominated in foreign currency as listed in Exhibit F have been stated in Argentine Pesos at the exchange rate prevailing at the end of each fiscal year. The resulting exchange gains/losses are presented in the financial results line (provided by either assets or liabilities, as applicable) of the Statement of Income.
d) Inventories
Crude oil is stated at reproduction cost. Spare parts, materials and raw materials commonly used have been stated at replacement cost, while spare parts, materials and raw materials of slow turnover have been stated at the latest acquisition value, as indicated in Note 3.1. Goods in transit have been stated at acquisition cost plus import expenses, while advances to suppliers are valued at cost effectively incurred.
After considering the allowance for obsolescence set up (see note 3.2.g), the book value of inventories, taken as a whole, does not exceed their recoverable value.
e) Property, plant and equipment
Property, plant and equipment are stated at acquisition cost as indicated in Note 3.1., less the related accumulated depreciation. The acquisition cost includes all the necessary costs incurred in order to put the assets in working condition.
Depreciation is calculated by applying the straight-line method over the estimated useful lives of the assets and/or the duration of the contracts, as applicable, except for production wells, equipment and services, which are depreciated as per the units of production method.
The pre-operating costs of the properties in the exploration stage, except for geology and geophysics related expenses that are charged to the Statement of Income as incurred, remain capitalized for a given period based on the characteristics of each property, without exceeding five years considered as from the completion of the exploration stage or, if applicable, as from production interruption, unless:
1. it is expected that explored areas will proceed to the commercial production stage, in which case the referred costs remain capitalized, or
2. during the referred five year period, management estimates that commercial production will not be feasible, in which case, the referred costs are expensed.
For Property, plant and equipment existing as of January 6, 2002, the acquisition or construction of which resulted in outstanding liabilities denominated in foreign currency - exchange gains/losses resulting from restating such liabilities totaling $ 1,832,303,600 through July 28, 2003 were capitalized pursuant to specific accounting principles, based on the determination of the direct or indirect ratio between the assets subject to capitalization and the outstanding liabilities in foreign currency. The assets or group of assets eligible for the capitalization of exchange gains/losses have remained unchanged. Such capitalization of exchange gains/losses was performed in proportion to the balance of the original value of the referred assets not subject to depreciation. Additionally, exchange gains and losses were capitalized up to the limit arising from the comparison between the replacement or reproduction cost of the assets and their recoverable value.
For the purposes of presenting the financial statements in constant currency (see Note 3.1), the capitalized exchange gains/losses amounting to $ 1,832,303,600 are considered an anticipated inflation adjustment until such differences are absorbed thereby. The excess of capitalized exchanges losses over the amounts in constant currency totals $ 85,358,131 as of December 31, 2010 (see Note 3.1).
The net carrying value of property, plant and equipment, taken by group of assets of similar characteristics, does not exceed their estimated value in use based on the information available as of the date of issuance of the financial statements.
f) Intangible assets
These are pre-production geological expenditures and acquisition cost of blocks valued at restated cost as indicated in Note 3.1, less the related accumulated amortization. Amortization is calculated as per the units of production method.
g) Allowances, Accruals and Provisions
Allowances deducted from assets:
- For bad debtors: they are determined following the detailed analysis of the credit status of each customer.
- For obsolescence of materials: the Branch creates an allowance for those assets evidencing significant slow movement based on a specific analysis.
Provisions and accruals:
- For lawsuits: they are determined considering the potential costs of those lawsuits filed against the Branch based on the opinion of the legal counsels.
- For future compensation to personnel: they are estimated as a percentage of compensation paid, calculated in terms of actuarial methods, and can be applied to compensate employees of the Branch who have complied with certain seniority requirements defined by the Branch. Payments are debited from the related provision.
- For environmental remediation: calculated on the basis of well-abandonment forecasts until the expiration of agreements, at present values.
h) Income tax
The Branch applies the deferred tax method to account for income tax. Based on the referred method, the current income tax is calculated by applying the rates prevailing as of December 31, 2010 and 2009 on taxable income; and the future tax effect of the temporary differences in the book and tax values of assets and liabilities and the tax loss carryforwards, if any, are recognized as deferred tax assets or liabilities. The adjustment for inflation of property, plant and equipment is considered to be a temporary difference for deferred tax computations making use of the option established in the General Resolution No. 487/06 of the CNV.
The deferred tax assets are recognized only to the extent of their recoverability.
i) Use of estimates
The preparation of the financial statements in accordance with generally accepted accounting principles requires that the Branch management makes estimates about the value of certain assets and liabilities, including contingent liabilities, as well as the amounts informed of certain income and expenses generated during the period.
The final amounts may differ from the estimates used in the preparation of the financial statements.
j) Defined benefit and contributions plans
As from July 1, 2009, the Branch discontinued the pension plan for the benefit of its personnel called “Plan Puente” with no significant impact on the Branch’s financial position and the results of operations. Consequently, up to the settlement thereof, such plan will not accrue further years of service and the liability will only be increased as a result of general salary increases in pesos. Most of the employees have already chosen to change the benefit accrued for a personal savings plan (defined Branch contribution). Additionally, each employee is entitled to contribute a portion of their salaries to such savings plan. The Branch then makes its own contribution and transfers such amounts to a trust fund.
The accrued cost as of December 31, 2010 of the different defined benefit plans amounts to $ 344,868,857 ($ 304,653,429 as of December 31, 2009).
As of December 31, 2010 and 2009, the relevant actuarial information related to the pension plans for the benefit of personnel included herein and in Note 3.2.g under Accounts payable, Other liabilities and Provisions for future compensation to personnel is as follows:
2010 |
2009 |
||||
Cost of benefits accrued at beginning of fiscal year | 304,653,429 | 234,535,530 | |||
Services cost (1) | - | 11,741,542 | |||
Interest (2) | 55,286,105 | 57,641,917 | |||
Benefits paid | ( 45,195,472) | ( 32,426,213) | |||
Actuarial losses (1) | 30,124,795 | 48,924,997 | |||
Effect of the discontinuance of “Plan Puente” (1) | - | ( 15,764,344) | |||
Obligations at fiscal year-end | 344,868,857 | 304,653,429 | |||
(1) Included under Cost of sales and Administrative expenses of the
statement of income (See Exhibit G).
(2) Included under Other
financial results provided by liabilities of the statement of income.
Main actuarial assumptions used: |
||||||||||||||||
Actual rate of long term salaries increase (net of inflation) | 1% | 1% | ||||||||||||||
Interest discount rate | 4% | 4% | ||||||||||||||
k) Revenue recognition
Revenue derived from the sale of hydrocarbons is recognized when the significant risks and rewards of ownership have been transferred to the purchaser. Sales thus determinated are presented net of export tariffs and tax credit certificates related to the program set forth by Decree 2014/08 (see Note 14) created for the purposes of incentivizing the production and addition of oil reserves.
The Branch uses the production method to recognize revenues from the sale of oil. In those cases where the Branch has a shared interest with other producers, revenues are recorded upon the basis of the interest held in each joint venture.
In order to recognize revenues from the sale of gas, the Branch uses the sales method, whereby these revenues are recorded on the basis of the actual volumes delivered to purchasers irrespective of whether they result form the Branch’s own output or from the output shared with other producers.
l) Lease agreements
The Branch leases the space occupied by its offices, which agreements are of an operating nature and, therefore, the expenses incurred are recognized in the Statement of income to the extent they are accrued.
The amount of the present agreements, broken down by maturity dates, is reported below:
Nominal value |
||||||||
Up to one year | U$S | 493,300 and $ 2,605,444 | ||||||
Over one year and up to five years | U$S | 542,400 and $ 3,246,993 | ||||||
During the fiscal year ended December 31, 2010, the Branch recognized an expense of $ 14,922,078 related to such lease agreements presented in the line Buildings Rentals, Maintenance and others in Exhibit G.
m) Foreign exchange forward contracts
As of December 31, 2008, the Branch was a party to four non-deliverable forward contracts for the purchase of foreign currency (US Dollar) in a total amount of U$S 25,410,000 with maturities between January 30, 2009 and March 31, 2009, which were settled in Pesos at their respective maturities. During the fiscal year ended December 31, 2009, the Branch recognized gains of $ 1,614,175 on these transactions. As of December 31, 2010, the Branch has no outstanding transactions and balances related to foreign exchange forward contracts.
NOTE 4 - BREAKDOWN OF CERTAIN BALANCE SHEET AND STATEMENT OF INCOME ITEMS
|
12/31/2010 |
12/31/2009 |
||
ASSETS CURRENT ASSETS
a) Cash and banks |
||||
Cash on hand in local currency | 71,138 | 200,839 | ||
Cash on hand in foreign currency (Exhibit F) | 201,521 | 213,779 | ||
Cash in banks in local currency | 10,768,165 | 6,460,769 | ||
Cash in banks in foreign currency (Exhibit F) | 16,035,059 | 19,312,926 | ||
Total | 27,075,883 | 26,188,313 | ||
b) Accounts receivable |
||||
Accounts receivable in local currency | 110,861,995 | 98,135,951 | ||
Accounts receivable in foreign currency (Exhibit F) | 1,078,668,938 | 1,057,052,626 | ||
Allowance for bad debtors in local currency (Exhibit D) | ( 14,221,288) | ( 13,287,657) | ||
Allowance for bad debtors in foreign currency (Exhibits
D and F) |
( 7,711,245) | ( 8,193,859) | ||
Notes receivable in foreign currency (Exhibit F) | 25,732,238 | 19,898,849 | ||
Affiliated companies in foreign currency
(Note 9 and Exhibit F) |
3,369,145 | 3,218,492 | ||
|
||||
Total | 1,196,699,783 | 1,156,824,402 | ||
c) Other receivables |
||||
Loans to personnel | 23,764,899 | 19,149,201 | ||
Tax credits | 55,173,581 | 81,659,003 | ||
Expenses recoverable in local currency | 4,618,533 | 6,474,296 | ||
Expenses recoverable in foreign currency (Exhibit F) | 244,806 | 1,043,702 | ||
Prepaid expenses | 23,779,941 | 24,695,908 | ||
Miscellaneous in local currency | 64,775,932 | 59,644,859 | ||
Miscellaneous in foreign currency (Exhibit F) | 4,318,289 | 14,834,946 | ||
Affiliated companies in local currency (Note 9) | 1,715,405 | 19,455 | ||
Affiliated companies in foreign currency (Note 9
and Exhibit F) |
20,550,013 | 15,616,981 | ||
Total | 198,941,399 | 223,138,351 | ||
d) Inventories |
||||
Crude oil in stock | 118,301,715 | 161,726,211 | ||
Spare parts, materials and raw materials | 82,880,311 | 77,387,035 | ||
Subtotal (Exhibit E) | 201,182,026 | 239,113,246 | ||
Allowance for obsolescence of materials (Exhibit D) | ( 5,989,499) | ( 4,073,169) | ||
Subtotal | 195,192,527 | 235,040,077 | ||
Goods in transit | 39,981,242 | 26,976,178 | ||
Advances to suppliers in local currency | 8,962,005 | 4,657,035 | ||
Advances to suppliers in foreign currency (Exhibit F) | 1,285,679 | - | ||
Total | 245,421,453 | 266,673,290 | ||
12/31/2010 |
12/31/2009 |
|||
ASSETS NON CURRENT ASSETS |
||||
e) Other receivables |
||||
Loans to personnel | 19,443,157 | 18,104,169 | ||
Prepaid expenses in local currency | 48,336,896 | 16,013,244 | ||
Miscellaneous in local currency | 35,111,125 | 35,285,847 | ||
Miscellaneous in foreign currency (Exhibit F) | 14,351,936 | 14,399,572 | ||
Total | 117,243,114 | 83,802,832 | ||
LIABILITIES
CURRENT LIABILITIES
f) Accounts payable |
||||
Trade payables in local currency | 687,666,489 | 553,477,024 | ||
Trade payables in foreign currency (Exhibit F) | 221,482,105 | 205,280,502 | ||
Notes payable in foreign currency (Exhibit F) | - | 29,069,812 | ||
Expenses payable in local currency | 31,021,801 | 22,126,651 | ||
Personnel compensation (Note 3.2.j.) | 5,889,789 | 4,355,145 | ||
Affiliated companies in local currency (Note 9) | 2,601,613 | 1,303,364 | ||
Affiliated companies in foreign currency (Note 9 and
Exhibit F) |
42,591,968 | 16,044,440 | ||
Total | 991,253,765 | 831,656,938 | ||
g) Loans |
||||
Unsecured notes payable in local currency | - | 188,528,381 | ||
Unsecured notes payable in foreign currency
(Exhibit F) |
816,881,127 | 1,128,258,000 | ||
Interest accrued on notes payable in foreign currency | 56,574,749 | 58,687,911 | ||
(Exhibit F) | ||||
Total | 873,455,876 | 1,375,474,292 | ||
h) Financial bonds |
||||
Financial bonds in foreign currency (Exhibit F) | 490,612,556 | - | ||
Interest accrued on financial bonds in foreign currency | ||||
(Exhibit F) | 53,901,228 | 29,859,028 | ||
Total | 544,513,784 | 29,859,028 | ||
i) Taxes payable |
||||
Income tax provision net of advanced payments | 176,138,845 | 844,170,462 | ||
Tax on sales and production | 130,331,546 | 121,044,614 | ||
Installment plan (Law No. 26,476) | 7,380,398 | 7,380,398 | ||
Other | 82,554,287 | 138,254,706 | ||
Total | 396,405,076 | 1,110,850,180 | ||
12/31/2010 |
12/31/2009 |
|||
LIABILITIES (cont.) NON CURRENT LIABILITIES |
||||
|
||||
j) Accounts payable |
||||
Miscellaneous liabilities in local currency | 13,318,694 | 17,653,188 | ||
Miscellaneous liabilities in foreign currency (Exhibit F) | 21,908,348 | 20,938,562 | ||
Personnel compensation (Note 3.2.j) | 36,607,753 | 29,652,586 | ||
Total | 71,834,795 | 68,244,336 | ||
k) Loans |
||||
Unsecured notes payable in foreign currency
(Exhibit F) |
2,999,919,832 |
3,324,848,000 |
||
Total | 2,999,919,832 | 3,324,848,000 | ||
l) Financial bonds |
||||
Financial bonds in foreign currency (Exhibit F) | 2,478,612,556 | 950,000,000 | ||
Total | 2,478,612,556 | 950,000,000 | ||
m) Taxes payable |
||||
Installment plan (Law No. 26,476) | 54,122,919 | 61,503,316 | ||
Total | 54,122,919 | 61,503,316 | ||
|
2010 |
2009 |
||
STATEMENT OF INCOME |
||||
n) Net sales |
||||
Gross sales | 12,510,554,622 | 9,643,938,680 | ||
Export tariffs – net | ( 2,834,246,562) | ( 535,655,265) | ||
Total | 9,676,308,060 | 9,108,283,415 | ||
NOTE 5 - FINANCIAL BONDS
In February 2002, the CNV authorized the Branch’s Global Program for the Issuance of Financial Bonds (“ON”) in the medium term (the “2002 Program”) for a five-year term, in the total amount of U$S 1,000,000,000. Under this program, the Branch issued four series of non-convertible financial bonds. The ON series 1 and 2 were paid on due date. The ON series 3, with final maturity in October 2009 (U$S 100,000,000 at an annual fixed interest rate of 7.125%) were paid on due date, and ON series 4 were issued on August 9, 2006 (U$S 250,000,000 at an annual fixed interest rate of 7.75%), payable in two equal installments and becoming due in 2011 and 2012. These ON were issued by the Branch and are guaranteed by Pan American Energy LLC. In June 2010, ON series 4 were repurchased in the amount of U$S 3,213,000, and as of December 31, 2010 there was an outstanding balance of U$S 246,787,000, payable in two equal installments of U$S 123,393,500.
On February 6, 2009, the CNV authorized a new program in the amount of U$S 1,200,000,000, (the “2009 Program”), whereby the Branch is authorized to issue ON during a 5-year period commencing on that same date. Any ON to be issued under this program will be guaranteed by Pan American Energy LLC.
On April 30, 2010, the Branch placed ON Series 1 under the “2009 Program”, with a nominal value of U$S 500,000,000, final maturity in 2021 (an effective average period of 10 years), a nominal fixed annual interest rate of 7.875% and an issuance price of 98.204%. The funds raised through the issuance of these bonds have been applied to the financing of part of the Branch’s investment program and to debt refinancing.
NOTE 6 - OTHER FINANCIAL LIABILITIES
On July 11, 2005, the Branch entered into a loan agreement with the International Finance Corporation (“IFC”) in the total amount of U$S 250,000,000. This loan, which is guaranteed by Pan American Energy LLC, consists of three tranches of U$S 135,000,000, U$S 100,000,000 and U$S 15,000,000, with final maturities in July 2012, July 2015 and July 2016, respectively. The balances as of December 31, 2010 of such tranches are U$S 45,000,000, U$S 55,560,000 and U$S 15,000,000, respectively. In relation to the outstanding balances of the first two tranches of the loan, the LIBOR interest rate payable every 9 months (floating rate) was effectively fixed through an interest rate swap agreed with IFC, thus resulting in annual fixed rates of 6.97% and 7.56%, respectively. A fixed interest rate was set for the third tranch.
On July 13, 2007, the Branch entered into a loan agreement with IFC in the amount of U$S 550,000,000 (at a floating LIBOR rate payable every 6 months). This loan, which is guaranteed by Pan American Energy LLC, consists of three tranches of U$S 158,500,000, U$S 241,500,000 and U$S 150,000,000, with final maturities in April 2014, April 2015 and April 2018, respectively. The balances as of December 31, 2010 of the referred tranches amounted to U$S 100,900,000, U$S 167,100,000 and U$S 118,400,000, respectively. In relation to the tranches of this loan, the LIBOR interest rate payable every 6 months (floating rate) was effectively fixed through an interest rate swap agreed by the Branch on August 14, 2009 with three financial institutions, thus resulting in annual fixed rates of 4.13%, 4.49% and 5.46%, respectively.
On May 21, 2008, the Branch entered into a U$S 200,000,000 loan agreement with an international bank syndicate, which is guaranteed by Pan American Energy LLC. This loan was to be repaid in three equal installments with maturities in May 2010, November 2010 and May 2011. On December 30, 2009 and May 3, 2010, the Branch entered into an agreement in respect of this loan which amended the maturities originally agreed upon. Pursuant to this amendment, the final maturity of this loan was extended from its original maturity to two installments of U$S 100,000,000 each, payable in November 2012 and May 2013.
On September 1, 2009, the Branch entered into a loan agreement with IFC in the amount of U$S 153,000,000. This loan, which is guaranteed by Pan American Energy LLC, consists of three tranches of U$S 103,000,000, U$S 10,000,000 and U$S 40,000,000 with final maturities in August 2013, August 2015 and August 2017, respectively.
On December 10, 2009, the Branch entered into a loan agreement with Corporación Andina de Fomento (“CAF”) in the amount of U$S 30,000,000. This loan is guaranteed by Pan American Energy LLC and its final maturity is in August 2015.
On December 23, 2010, the Branch entered into a loan agreement with an international bank syndicate in the amount of US$ 320,000,000, the final maturity of which is on March 23, 2015. The loan will be repaid in four semiannual installments as from September 23, 2013, accruing interest at a variable rate, base on Libo, payable on a quarterly basis. The amount of the loan has not been disbursed as of December 31, 2010. The loan is guaranteed by Pan American Energy LLC (See Note 18).
The Branch considers that its access to credit lines is appropriate in order to meet its commercial and financial obligations, even though it presents a negative working capital.
NOTE 7 - ACCOUNT WITH HEAD OFFICE
The changes in the account with Head Office during the fiscal year ended December 31, 2010 and 2009 are as follows:
Fiscal year ended | ||||
12/31/2010 | 12/31/2009 | |||
Balance at beginning of fiscal year of the account with Head Office | 5,438,521,753 | 3,525,403,686 | ||
Net activity with Head Office | ( 672,905,058) | ( 242,380,211) | ||
Net income | 2,111,253,590 | 2,155,498,278 | ||
Net changes for the fiscal year | 1,438,348,532 | 1,913,118,067 | ||
Balance at fiscal year-end of the account with Head Office (1) | 6,876,870,285 | 5,438,521,753 | ||
(1) As of December 31, 2010 and December 31, 2009, balances are in local currency.
NOTE 8 - CAPITAL ALLOCATED TO THE BRANCH
Pan American Energy LLC allocated capital to the Branch in the amount of $ 221,779,007. Such capital is registered with the Public Registry of Commerce.
NOTE 9 - TRANSACTIONS AND BALANCES WITH AFFILIATED COMPANIES
The transactions and balances with Pan American Energy LLC, the Branch’s Head Office, are disclosed in Note 7.
The transactions and balances with affiliated companies are detailed below:
2010 | 2009 | |||
TRANSACTIONS | ||||
Pan American Fueguina S.A. | ||||
Payments of loans | - | ( 79,672,595) | ||
Pan American Sur S.A. | ||||
Purchases of gas | 15,400,542 | 9,961,128 | ||
Financing | - | 10,290,919 | ||
Contracted services | 10,550,993 | 16,333,738 | ||
PAE E & P Bolivia Ltd. (Bolivian Branch) | ||||
(Collections) Contracted services | ( 2,647,017) | 436,220 | ||
PAE Oil & Gas Bolivia Ltda. | ||||
Contracted services | 1,420,170 | 1,576,368 | ||
Pan American Energy Chile Limitada | ||||
Contracted services | 6,159,879 | 3,854,729 | ||
BP West Coast Products LLC (See note 17) | ||||
Sales | 631,314,166 | 1,081,065,246 | ||
Transportation expenses | 671,085 | 12,964,689 | ||
2010 | 2009 | |||
BP America Production Company (See note 17) | ||||
Contracted services | 1,072,692 | 5,071,006 | ||
Other related parties | ||||
Contracted services | 49,192,178 | 62,804,749 | ||
Expenses recovery | 345,802 | 19,455 | ||
12/31/2010 | 12/31/2009 | |||
BALANCES | ||||
BP West Coast Products LLC (See note 17) | ||||
Current accounts receivable | 3,369,145 | 3,218,492 | ||
Current accounts payable | 13,635,775 | 12,964,689 | ||
PAE E & P Bolivia Ltd. (Bolivian Branch) | ||||
Other current receivables | 629,059 | 3,276,076 | ||
PAE Oil & Gas Bolivia Ltda. | ||||
Other current receivables | 7,453,732 | 6,033,562 | ||
Pan American Energy Chile Limitada | ||||
Other current receivables | 12,467,222 | 6,307,343 | ||
BP America Production Company (See note 17) | ||||
Current accounts payable | 1,841,681 | 2,209,069 | ||
Pan American Sur S.A. | ||||
Current accounts payable | 1,751,594 | 727,088 | ||
Other current receivables | 1,369,603 | - | ||
Other related parties | ||||
Other current receivables | 345,802 | 19,455 | ||
Current accounts payable | 27,964,531 | 1,446,958 | ||
NOTE 10 - GUARANTEES AND OTHER COMMITMENTS
In terms of investment commitments, the Branch has not granted any guarantees as of December 31, 2010.
The terms agreed in certain loan agreements include commitments assumed by the Branch referring to the maintenance of certain indebtedness and debt service ratios. As of December 31, 2010, and December 31, 2009 the Branch complied with all the commitments assumed in loan agreements.
On October 14, 2008, the Branch, as other companies in the industry, entered into a debt securities payment and subscription agreement with Nación Fideicomiso S.A. for the purpose of obtaining funds in pesos up to the amount equivalent to U$S 30,000,000 to finance the construction and laying of a new gas pipeline at the Strait of Magellan. The referred gas pipeline run parallel to the existing one and join Cape Holy Spirit, in the Province of Tierra del Fuego, with Cape Virgins, in the Province of Santa Cruz, thus increasing the transportation capacity of the General San Martín pipeline. As of December 31, 2009, the Branch made the contributions in the total amount mentioned above.
NOTE 11 - INCOME TAX
The breakdown of the main deferred tax assets and liabilities is as follows:
12/31/2010 | 12/31/2009 | |||
Deferred tax assets | ||||
Allowance for obsolescence of materials | 2,096,325 | 1,425,609 | ||
Provision for future personnel compensation | 17,842,412 | 16,003,090 | ||
Accrual for lawsuits | 6,252,995 | 6,334,009 | ||
Provision for environmental remediation | 58,278,803 | 43,214,415 | ||
Other provisions and allowances | 24,792,822 | 19,287,224 | ||
Defined benefit pension plan | 95,038,147 | 85,666,349 | ||
Inventories - materials and spare parts | - | 492,063 | ||
Total deferred tax assets | 204,301,504 | 172,422,759 | ||
12/31/2010 | 12/31/2009 | |||
Deferred tax liabilities | ||||
Inventories - materials and spare parts | 1,237,314 | - | ||
Property, plant and equipment and intangible assets | 342,229,374 | 328,171,797 | ||
Total deferred tax liabilities | 343,466,688 | 328,171,797 | ||
Net deferred tax liabilities | 139,165,184 | 155,749,038 | ||
The reconciliation between the income tax expense for the nine-month periods ended December 31, 2010 and 2009 and that resulting from applying the prevailing tax rate to income before tax is as follows:
2010 | 2009 | |||
Net income before taxes | 3,213,788,318 | 3,321,327,919 | ||
Prevailing tax rate | 35% | 35% | ||
Net income prevailing tax rate | (1,124,825,911) | (1,162,464,772) | ||
Permanent differences at the tax rate: | ||||
Miscellaneous - net | ( 9,956,839) | ( 3,364,869) | ||
Subtotal permanent differences at the tax rate | ( 9,956,839) | ( 3,364,869) | ||
Subtotal | (1,134,782,750) | (1,165,829,641) | ||
Overstatement of provision 2009 | 32,248,022 | - | ||
Income tax expense – total | (1,102,534,728) | (1,165,829,641) | ||
Current income tax expense | (1,119,118,582) | (1,369,505,178) | ||
Deferred income tax benefit | 16,583,854 | 203,675,537 | ||
(1,102,534,728) | (1,165,829,641) | |||
NOTE 12 -RESTRICTED ASSETS
There are no restricted assets as of December 31, 2010.
NOTE 13 - INFORMATION ON LITIGATION AND OTHER SUPPLEMENTARY MATTERS
Lawsuits were filed against the Branch. Besides, there are some pending administrative proceedings. Based on the information available, the Branch’s Management and legal advisors consider that the contingent liability that might arise from such lawsuits and administrative proceedings would not have a material adverse effect on the financial position of the Branch and on the results of its operations.
NOTE 14 - PROGRAMS ESTABLISHED BY RESOLUTION No. 24/2008 ISSUED BY THE SECRETARY OF ENERGY (as amended by Resolutions Nos. 1031/2008 and 695/2009) AND DECREE No. 2014/2008
In March 2008, the Secretary of Energy implemented a program aimed at increasing domestic gas production. This new regime establishes higher prices than those obtained currently in the domestic market for newly discovered natural gas, gas reservoirs qualifying as “tight gas” or from high investment projects, among others. The Secretary of Energy approved eight projects submitted by the Branch under this program: four in Branch operated areas and four in partner operated areas.
On November 26, 2008, Decree No. 2014/2008 issued by the Argentine Executive was published in the Official Bulletin, whereby a program relating to oil production and reserves was created. This program, which does not have an expiration date, provides for the giving of tax credit certificates, which may be used to pay tariffs on the export of oil, LPG and byproducts. This program stimulates investments in exploration and development projects for oil reserves replacement and production growth. On December 15, 2008, the Branch filed its first applications for tax credit certificates with the Secretary of Energy. Having increased production and having more than replaced the reserves produced, the Branch has qualified for the program and has been receiving tax credit certificates since January 2009. The tax credit certificates have been applied to pay tariffs on the export of oil and LPG.
NOTE 15 - AGREEMENTS WITH THE PROVINCES
15.1) Agreements with the Provinces of Chubut and Santa Cruz
Under the provisions of law N° 26,197, known as “Hydrocarbons Short Law”, the Branch entered into with the Argentine provinces of Chubut (on April 27, 2007) and Santa Cruz (on June 25, 2007) two investment commitments and agreements for the extension of the concession term for hydrocarbon production for a ten-year period in the blocks known as Cerro Dragón, the area of which extends into the territories of both provinces, and Piedra Clavada and Koluel Kaike in the province of Santa Cruz. Before the extension, these concessions had an initial expiring date between 2016 and 2017.
These agreements provide for, among other obligations, minimum capital expenditures of U$S 2,000,000,000 in the province of Chubut and of U$S 500,000,000 in the province of Santa Cruz, to be made by the Branch through 2016. Further expenditures of U$S 1,000,000,000 in the Province of Chubut and of U$S 300,000,000 in the province of Santa Cruz are to be made from 2017 through 2026.
Furthermore, the Branch entered into two operation agreements executed with the state-owned companies Petrominera Chubut S.E. (“Petrominera Chubut”) (in the case of Chubut) and Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz”) (in the case of Santa Cruz) within the scope of the Hydrocarbons Law referred to above, which will come into effect as from the years 2026 and 2027 through 2046 and 2047, subject to the Branch’s compliance with the investment requirements and to the exploration success, which will allow Pan American Energy to prove whether it has developed sufficient reserves to continue with the field production in those areas as from 2026 and 2027.
15.1) Agreements with the Provinces of Chubut and Santa Cruz (cont.)
The agreements also provide for a U$S 80,000,000 investment commitment for offshore exploration, at the sole risk of the Branch, through two joint ventures (“UTEs”) with Petrominera Chubut and Fomicruz. If the Branch were to make commercial discoveries, an additional investment commitment would be required in the amount of U$S 500,000,000 for the development of such offshore fields.
As a consequence of said agreements, the Branch undertook the obligation to pay during the remaining period of the concessions, to the respective provinces an additional amount equivalent to 3% of its revenues from sales, net of certain items indicated in the agreements.
It will also disburse certain amounts for infrastructure development and economic diversification in the Provinces of Chubut and Santa Cruz, and carry out other complementary actions, reaffirming its corporate responsibility in the areas in which it operates.
15.2) Agreements with the Province of Neuquén
On January 28, 2009, the Province of Neuquén and the partners in the Aguada Pichana and San Roque blocks, in which the Branch has an interest of 18.18% and 16.47%, respectively (see Note 2), agreed on a 10-year extension of the terms of the concessions for hydrocarbon production from 2017 to 2027.
The Branch assumed a U$S 153,000,000 commitment to invest and incur expenses in the Aguada Pichana and San Roque blocks, as a whole, from September 2008 through 2027, which includes U$S 23,000,000 between both blocks in exploration, particularly for gas.
In addition, the Branch committed to pay to the province the amounts of US$ 11.2 million for Aguada Pichana and US$ 4.7 million for San Roque, which have already been paid. The Branch also agreed to pay an extraordinary amount equivalent to 3% of value of the area monthly production, net of certain items.
Under the terms of the referred agreement, the Branch made donations to the province in the total amount of US$ 1.3 million for Aguada Pichana and US$ 0.5 million for San Roque.
On May 22, 2009, the Province of Neuquén and the partners in the Lindero Atravesado block, in which the Branch has a 62.5% interest and is the operator (see Note 2), agreed on a 10-year extension of the terms of the concessions for hydrocarbon production from 2016 to 2026.
The Branch assumed a U$S 82.4 million commitment to invest and incur expenses from 2009 through 2026, which includes U$S 12.6 million in exploration, particularly for gas.
In addition, the Branch committed to pay to the province the amount of US$ 4.9 million, which have already been paid. The Branch also agreed to pay a monthly extraordinary amount equivalent to 3% of value of the area monthly production, net of certain items.
Under the terms of the referred agreement, the Branch made donations to the province in the total amount of US$ 0.6 million.
Within the framework of these negotiations with the Province of Neuquén to extend the terms of the concessions, on January 28, 2009, the Branch entered into a Settlement Agreement with the province, whereby all administrative and judicial claims and controversies between them were terminated.
NOTE 16 - PLAN FOR THE IMPLEMENTATION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
On December 29, 2009, the CNV, through Resolution No. 562/09, established the application of Technical Resolution No. 26 of the FACPCE, which adopts the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) for certain entities falling within the scope of the public offering regime set forth by Law No. 17811, because of the public offering of their capital stock or financial bonds or because they applied for the referred regime. The application of these standards by the Branch will be mandatory as from the fiscal year beginning January 1, 2012.
On April 29, 2010, the Branch’s Legal Representative approved the specific implementation plan. In compliance with the referred plan, the effects of the adoption of IFRS are under evaluation and all the personnel involved in the accounting registration process have received appropriate training.
Until the end of 2010 fiscal year, the implementation plan was developed as expected and the diagnostic stage was completed, thus fulfilling the objectives set up, not resulting from the monitoring signs any deviations in respect of the plan or dates established for the implementation.
Resolution No. 576/10, and its clarifications extended the provisions of Resolution No. 562/09, and will be considered for the purposes of implementing the new standards of the Branch.
NOTE 17 -CHANGES IN THE OWNERSHIP INTERESTS HELD IN THE BRANCH’S HEAD OFFICE
On November 28, 2010, Bridas Corporation, one of Pan American Energy LLC’s members, entered into an agreement with BP Argentina Exploration Company and BP Alternative Energy North America Inc. to acquire its 60% interest in Head Office.
Upon completion of such transaction, the shareholders of Head Office will be: Bridas Corporation (99.60%) and Bridas Investments Ltd. (0.40%).
Bridas Corporation is a company in which Bridas Energy Holdings Limited and CNOOC International Limited hold equal ownership interests.
NOTE 18 - SUBSEQUENT EVENTS
On February 7, 2011, the first disbursement of US$ 123,393,498 was made in relation to the loan agreement executed on December 23, 2010 with an international bank syndicate.
EXHIBIT A
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
PROPERTY, PLANT AND EQUIPMENT (in pesos)
as of December 31,
2010 and December 31, 2009
Original values | Depreciation | |||||||||||||||||||||
Main account |
At
beginning of the fiscal year |
Increases for
the fiscal year |
Transfers |
Decreases |
At
fiscal year-end |
Accumulated at
beginning of the fiscal year |
Increases |
Decreases |
Accumulated
at fiscal year-end |
Net
as of 12/31/10 |
Net
as of 12/31/09 |
|||||||||||
(1) (2) | ||||||||||||||||||||||
Land and buildings | 97,669,518 | 459,383 | 39,562,197 | - | 137,691,098 | 36,741,909 | 6,151,748 | - | 42,893,657 | 94,797,441 | 60,927,609 | |||||||||||
Plants, wells and exploration and
|
20,051,957,170 | 399,574,706 | 2,613,314,676 | 6,579,492 | 23,058,267,060 | 9,406,894,887 | 1,185,636,602 | 1,332,006 | 10,591,199,483 | 12,467,067,577 | 10,645,062,283 | |||||||||||
Furniture and office supplies | 9,116,897 | 36,436 | 141,672 | 30,562 | 9,264,443 | 8,605,902 | 297,675 | 30,562 | 8,873,015 | 391,428 | 510,995 | |||||||||||
Equipment | 215,550,405 | 14,630 | 28,889,637 | - | 244,454,672 | 168,865,520 | 25,231,672 | - | 194,097,192 | 50,357,480 | 46,684,885 | |||||||||||
Vehicles | 59,332,272 | 633,359 | 1,120,268 | 2,594,258 | 58,491,641 | 42,789,723 | 8,281,607 | 2,594,258 | 48,477,072 | 10,014,569 | 16,542,549 | |||||||||||
Work in progress | 1,068,591,776 | 2,973,584,947 | (2,670,660,741) | 51,049,271 | 1,320,466,711 | - | - | - | - | 1,320,466,711 | 1,068,591,776 | |||||||||||
Advances to suppliers | 19,084,945 | 50,310,245 | ( 12,367,709) | - | 57,027,481 | - | - | - | - | 57,027,481 | 19,084,945 | |||||||||||
Total as of 12/31/2010 | 21,521,302,983 | 3,424,613,706 | - | 60,253,583 | 24,885,663,106 | 9,663,897,941 | 1,225,599,304 | 3,956,826 | 10,885,540,419 | 14,000,122,687 | ||||||||||||
Total as of 12/31/2009 | 18,300,024,689 | 3,250,608,606 | - | 29,330,312 | 21,521,302,983 | 8,601,521,308 | 1,071,008,680 | 8,632,047 | 9,663,897,941 | 11,857,405,042 | ||||||||||||
(1) See Exhibit G.
(2) See depreciation policies in Note 3.2.e.
EXHIBIT B
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
INTANGIBLE ASSETS (in pesos)
as of December 31, 2010 and
December 31, 2009
Original values |
Amortization |
|||||||||||||||
Main account |
At
beginning of the fiscal year |
Increases for
the fiscal year |
At fiscal year-end |
Accumulated
at beginning of the fiscal year |
For the
fiscal year |
Accumulated
at fiscal year-end |
Net
as of 12/31/10 |
Net
as of 12/31/09 |
||||||||
(1) (2) | ||||||||||||||||
Pre-operating expenses | 48,740,915 | - | 48,740,915 | 48,413,927 | 26,158 | 48,440,085 | 300,830 | 326,988 | ||||||||
Acquisition cost of blocks | 6,487,247 | - | 6,487,247 | 6,487,247 | - | 6,487,247 | - | - | ||||||||
Deferred charges | 63,488,027 | - | 63,488,027 | 63,488,027 | - | 63,488,027 | - | - | ||||||||
Total as of 12/31/2010 | 118,716,189 | - | 118,716,189 | 118,389,201 | 26,158 | 118,415,359 | 300,830 | |||||||||
Total as of 12/31/2009 | 118,716,189 | - | 118,716,189 | 118,359,381 | 29,820 | 118,389,201 | 326,988 | |||||||||
(1) See Exhibit G.
(2) See amortization policies in Note 3 2 f.
EXHIBIT C
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
OTHER INVESTMENTS (in pesos)
as of December 31, 2010 and
December 31, 2009
Book value | Book value | |||
Main account | 12/31/2010 | 12/31/2009 | ||
Short-term investments | ||||
Mutual funds in local currency | ||||
Class: Banco Itaú (Goal Pesos) Class B | ||||
Quantity: 3,161,830 units of interest | ||||
Quoted value of the unit of interest: $ 3,280715 | 10,373,063 | - | ||
Mutual funds in | ||||
foreign currency (Exhibit F) | ||||
Class: Citi Institutional Liquid Reserves | ||||
Quantity: 385 units | 1,515 | 1,444 | ||
Government securities | ||||
Certificates evidencing payment of tax liability | ||||
(Government of the Province of Chubut) | ||||
Coupon No. 23 | 992,850 | 1,726,968 | ||
Fiduciary fund (Exhibit F) | ||||
Fideicomiso Central Termoeléctrica Manuel Belgrano and | ||||
Central Termoeléctrica Timbúes | ||||
Debt Securities – Fiduciary, Class A U$S | ||||
Quantity: 408,521 | 1,607,940 | 1,248,436 | ||
Nación Fideicomiso S.A. | ||||
Debt securities – “VRDA OBRA – 4 Estrecho Definitivo” | ||||
Supplementary agreement to “Fideicomiso Financiero de Obra | ||||
Gasoducto Sur 2006-2008” | ||||
Quantity: 12,813,450 | 17,598,896 | - | ||
Time deposits (Exhibit F) | 21,393,030 | 12,417,936 | ||
Special savings accounts (Exhibit F) | 876,238,377 | 726,228,915 | ||
Total short-term investments | 928,205,671 | 741,623,699 | ||
Long-term investments |
||||
Government securities: | ||||
Bonos de la República Argentina - Discount bonds | ||||
in pesos 5.83% final maturity in 2033 | ||||
Quantity: 4,821,350 | ||||
Face value: $ 1 | ||||
Quoted: $ 1.52 | 9,040,031 | 5,399,912 | ||
GDP coupon pesos | ||||
Quantity: 14,306,676 | ||||
Face value: $ 1 | ||||
Quoted: $ 0.1071 | 2,127,403 | 663,830 | ||
Fiduciary fund | ||||
Fideicomiso Central Termoeléctrica Manuel Belgrano and | ||||
Central Termoeléctrica Timbúes | ||||
Debt Securities – Fiduciary, Class A U$S | ||||
Quantity: 2,432,432 | ||||
(Exhibit F) | 9,574,054 | 10,365,406 | ||
Nación Fideicomiso S.A. | ||||
Debt securities – “VRDA OBRA – 4 Estrecho Definitivo” | ||||
Supplementary agreement to “Fideicomiso Financiero de Obra | ||||
Gasoducto Sur 2006-2008” | ||||
Quantity: 115,321,051 | 115,321,051 | 118,957,774 | ||
Shares: | ||||
Garantizar S.A. | ||||
Quantity: 2000 | ||||
Class: B | ||||
Face value: $ 1 | 2,000 | 2,000 | ||
Total long-term investments | 136,064,539 | 135,388,922 | ||
Total investments | 1,064,270,210 | 877,012,621 | ||
EXHIBIT D
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
ALLOWANCES, PROVISIONS AND ACCRUALS (in pesos)
as of
December 31, 2010 and December 31, 2009
Main account |
Balances at
beginning of the fiscal year |
Increases for
the fiscal year |
Decreases for the fiscal year |
Balances as of
12/31/10 |
||||||||
Deducted from current assets: | ||||||||||||
Allowance for bad debtors in local
Currency |
13,287,657 | 933,631 | (1) | - | 14,221,288 | |||||||
Allowance for bad debtors in foreign
Currency |
8,193,859 | 285,477 | (2) | 768,091 | (3) | 7,711,245 | ||||||
Allowance for obsolescence of
Materials |
4,073,169 | 1,916,330 | (4) | - | 5,989,499 | |||||||
Total deducted from assets | 25,554,685 | 3,135,438 | 768,091 | 27,922,032 | ||||||||
Included in current liabilities: | ||||||||||||
Provision for future compensation
to personnel |
4,464,598 | 2,290,502 | (5) | 3,335,100 | (6) | 3,420,000 | ||||||
Subtotal current liabilities | 4,464,598 | 2,290,502 | 3,335,100 | 3,420,000 | ||||||||
Included in non current liabilities: | ||||||||||||
Accrual for lawsuits | 17,787,688 | 235,251 | (7) | 540,058 | (8) | 17,482,881 | ||||||
Provision for environmental
Remediation |
250,732,619 | 228,457,272 | (9) | 20,602,490 | (10) | 458,587,401 | ||||||
Provision for future compensation
to personnel |
21,707,215 | 7,422,107 | (11) | 2,290,502 | (12) | 26,838,820 | ||||||
Subtotal non current liabilities | 290,227,522 | 236,114,630 | 23,433,050 | 502,909,102 | ||||||||
Total included in liabilities | 294,692,120 | 238,405,132 | 26,768,150 | 506,329,102 | ||||||||
(1) | Charges for the fiscal year included in the Administrative expenses line (See Exhibit G) of the Statement of Income. | |
(2) | Charges for the fiscal year included in the Financial Results provided by Assets-exchange gains/losses in the statement of income. | |
(3) | Recoveries for the fiscal year included in Other income and expenses line of the Statement of Income. | |
(4) | Charges for the fiscal year included in the Production costs line (See Exhibit G) of the Statement of Income. | |
(5) | Transfer from non current provisions for future compensation to personnel. | |
(6) | Compensations paid during the fiscal year. | |
(7) | Charges for the fiscal year included in Administrative expenses (see Exhibit G) of the Statement of Income. | |
(8) | Recoveries for the fiscal year included in Other income and expenses line of the Statement of Income. | |
(9) | Charges for the fiscal year. It is made up of $ 22,868,855 included in Financial results provided by liabilities - other financial results, $ 7,812,255 included in Other income and expenses and $ 197,776,162 included in Property, plant and equipment. | |
(10) | It is made up of a decrease in property, plant and equipment of $ 5,146,033 and utilizations for the year of $ 15,456,457. | |
(11) | Charges for the fiscal year. It is made up of $ 2,617,778 included in Administrative expenses - Defined benefit plans for personnel (see Exhibit G), and $ 4,804,329 included in Other financial results generated by liabilities of the Statement of Income. | |
(12) | Transfer to current provision for future compensation to personnel for the fiscal year. |
EXHIBIT E
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
COST OF SALES (in pesos)
for the fiscal year beginning
January 1, 2010 and ended December 31, 2010, comparative with the prior
fiscal year
2010 | 2009 | |||
Inventories at the beginning of fiscal year | 239,113,246 | 231,449,361 | ||
Purchases | 337,402,644 | 293,831,066 | ||
Production costs (Exhibit G) | 4,970,520,701 | 4,207,733,278 | ||
Inventories at fiscal year-end | ( 201,182,026) | ( 239,113,246) | ||
Cost of sales | 5,345,854,565 | 4,493,900,459 | ||
EXHIBIT F
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
ASSETS AND
LIABILITIES IN FOREIGN CURRENCY
as of December 31, 2010 and
December 31, 2009
Amount and type of
foreign currency |
Exchange | Amount in local currency as of | Amount and type of foreign currency | Amount in local currency as of | ||||||||||||||
Item | as of 12/31/2010 | rate | 12/31/2010 | as of 12/31/2009 | 12/31/2009 | |||||||||||||
U$S | Euros | $ | U$S | Euros | ||||||||||||||
ASSETS | ||||||||||||||||||
CURRENT ASSETS | ||||||||||||||||||
Banks | ||||||||||||||||||
Cash on hand | - | 4,370 | 5.2191 | 22,807 | 4,370 | 23,577 | ||||||||||||
45,405 | 3.936 | 178,714 | 201,521 | 50,586 | 190,202 | 213,779 | ||||||||||||
Cash in banks | 4,073,948 | 3.936 | 16,035,059 | 5,136,416 | 19,312,926 | |||||||||||||
Investments | ||||||||||||||||||
Time deposits | 5,435,221 | 3.936 | 21,393,030 | 3,302,643 | 12,417,936 | |||||||||||||
Mutual funds | 385 | 3.936 | 1,515 | 384 | 1,444 | |||||||||||||
Special deposit account | 222,621,539 | 3.936 | 876,238,377 | 193,145,988 | 726,228,915 | |||||||||||||
Fiduciary Fund | 408,521 | 3.936 | 1,607,940 | 332,030 | 1,248,436 | |||||||||||||
Accounts receivable | ||||||||||||||||||
Accounts receivable | 274,052,068 | 3.936 | 1,078,668,938 | 281,131,018 | 1,057,052,626 | |||||||||||||
Allowance for bad debtors | (1,959,158) | 3.936 | ( 7,711,245) | ( 2,179,218) | ( 8,193,859) | |||||||||||||
Notes receivable | 6,537,662 | 3.936 | 25,732,238 | 5,292,247 | 19,898,849 | |||||||||||||
Affiliated companies | 855,982 | 3.936 | 3,369,145 | 855,982 | 3,218,492 | |||||||||||||
Other receivables | ||||||||||||||||||
Expenses recoverable | 62,197 | 3.936 | 244,806 | 277,580 | 1,043,702 | |||||||||||||
Miscellaneous | 1,097,126 | 3.936 | 4,318,289 | 3,945,464 | 14,834,946 | |||||||||||||
Affiliated companies | 5,221,040 | 3.936 | 20,550,013 | 4,153,452 | 15,616,981 | |||||||||||||
Inventories | ||||||||||||||||||
Advances to suppliers | 326,646 | 3.936 | 1,285,679 | - | - | |||||||||||||
Total current assets | 518,778,582 | 4,370 | 2,041,935,305 | 495,444,572 | 4,370 | 1,862,895,173 | ||||||||||||
NON CURRENT ASSETS | ||||||||||||||||||
Other receivables | ||||||||||||||||||
Miscellaneous | 3,646,325 | 3.936 | 14,351,936 | 3,829,673 | 14,399,572 | |||||||||||||
Investments | ||||||||||||||||||
Fiduciary Fund | 2,432,432 | 3.936 | 9,574,054 | 2,756,757 | 10,365,406 | |||||||||||||
Total non current assets | 6,078,757 | 23,925,990 | 6,586,430 | 24,764,978 | ||||||||||||||
Total assets | 524,857,339 | 4,370 | 2,065,861,295 | 502,031,002 | 4,370 | 1,887,660,151 | ||||||||||||
U$S= US dollar
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
ASSETS AND
LIABILITIES IN FOREIGN CURRENCY
as of December 31, 2010 and
December 31, 2009
Amount and type of
foreign currency |
Exchange | Amount in local currency as of | Amount and type of foreign currency | Amount in local currency as of | |||||||||||
Item | as of 12/31/2010 | rate | 12/31/2010 | as of 12/31/2009 | 12/31/2009 | ||||||||||
U$S | $ | U$S | |||||||||||||
CURRENT LIABILITIES | |||||||||||||||
Accounts payable | |||||||||||||||
Trade | 55,704,755 | 3.976 | 221,482,105 | 54,021,185 | 205,280,502 | ||||||||||
Notes payable | - | - | - | 7,649,951 | 29,069,812 | ||||||||||
Affiliated companies | 10,712,265 | 3.976 | 42,591,968 | 4,222,221 | 16,044,440 | ||||||||||
Loans | |||||||||||||||
Unsecured notes payable | 205,453,000 | 3.976 | 816,881,127 | 296,910,000 | 1,128,258,000 | ||||||||||
Interest accrued on | |||||||||||||||
notes payable | 14,229,062 | 3.976 | 56,574,749 | 15,444,187 | 58,687,911 | ||||||||||
Financial bonds | |||||||||||||||
Financial bonds | 123,393,500 | 3.976 | 490,612,556 | - | - | ||||||||||
Interest accrued on financial bonds | 13,556,647 | 3.976 | 53,901,228 | 7,857,639 | 29,859,028 | ||||||||||
Total current liabilities | 423,049,229 | 1,682,043,733 | 386,105,183 | 1,467,199,693 | |||||||||||
NON CURRENT LIABILITIES | |||||||||||||||
Accounts payable | |||||||||||||||
Miscellaneous liabilities | 5,510,148 | 3.976 | 21,908,348 | 5,510,148 | 20,938,562 | ||||||||||
Loans | |||||||||||||||
Unsecured notes payable | 754,507,000 | 3.976 | 2,999,919,832 | 874,960,000 | 3,324,848,000 | ||||||||||
Financial bonds | |||||||||||||||
Financial bonds | 623,393,500 | 3.976 | 2,478,612,556 | 250,000,000 | 950,000,000 | ||||||||||
Total non current liabilities | 1,383,410,648 | 5,500,440,736 | 1,130,470,148 | 4,295,786,562 | |||||||||||
Total liabilities | 1,806,459,877 | 7,182,484,469 | 1,516,575,331 | 5,762,986,255 | |||||||||||
U$S= US dollar
EXHIBIT G
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
INFORMATION REQUIRED BY ART. 64, CLAUSE 1b) OF LAW 19550, for the fiscal year beginning January 1, 2010 and ended December 31, 2010, comparative with the prior fiscal year (in pesos)
Items |
Production
costs |
Administrative
expenses |
Total 2010 | Total 2009 | ||||
Fees and compensation for services | 57,395,270 | 32,024,598 | 89,419,868 | 64,846,210 | ||||
Salaries, wages and benefits to
|
404,596,823 | 80,690,442 | 485,287,265 | 370,496,686 | ||||
Defined benefit plans to personnel
(Note 3 2 j) |
6,713,953 | 23,410,842 | 30,124,795 | 44,902,195 | ||||
Social security contributions | 67,586,811 | 19,055,510 | 86,642,321 | 63,995,001 | ||||
Taxes, assessments and other contributions | 1,641,768,081 | 214,989,447 | 1,856,757,528 | 1,464,484,904 | ||||
Depreciation of property, plant and equipment |
1,219,416,744 | 6,182,560 | 1,225,599,304 | 1,071,008,680 | ||||
Intangible asset amortization (Exhibit B) | 26,158 | - | 26,158 | 29,820 | ||||
Transportation, freight and storage expenses | 183,638,208 | 52,910 | 183,691,118 | 157,895,969 | ||||
Contracted services | 1,083,023,639 | 18,904,717 | 1,101,928,356 | 902,251,239 | ||||
Travel and accommodation expenses | 7,413,926 | 11,403,387 | 18,817,313 | 16,901,356 | ||||
Building rentals, maintenance and others | 67,034,071 | 29,454,885 | 96,488,956 | 89,934,653 | ||||
Environmental remediation and rights of way | 73,400,506 | - | 73,400,506 | 58,981,410 | ||||
Bad debtors (Exhibit D) | - | 933,631 | 933,631 | 3,611,104 | ||||
Lawsuits (Exhibit D) | - | 235,251 | 235,251 | 6,530,838 | ||||
Obsolescence of materials (Exhibit D) | 1,916,330 | - | 1,916,330 | 510,140 | ||||
Dry wells | 7,040,009 | - | 7,040,009 | 3,396,526 | ||||
Geology and geophysics related expenses | 55,174,881 | - | 55,174,881 | 82,391,583 | ||||
Production and administrative general expenses | 94,375,291 | 1,089,026 | 95,464,317 | 144,611,328 | ||||
Total 2010 | 4,970,520,701 | 438,427,206 | 5,408,947,907 | |||||
Total 2009 | 4,207,733,278 | 339,046,364 | 4,546,779,642 | |||||
EXHIBIT H
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
Balance sheet as
of December 31, 2010 and December 31, 2009
TERMS, INTEREST RATES
AND ADJUSTMENT CLAUSES OF SHORT-TERM INVESTMENTS, LOANS, RECEIVABLES AND
PAYABLES (in pesos)
Investments | Receivables | Payables | Loans | |||||||||||||
12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | |||||||||
Total amount without any established term | 2,129,403 | 665,830 | 129,998,125 (1) | 231,281,825 | 930,205,330 | 711,703,681 | - | - | ||||||||
To become due: | ||||||||||||||||
Up to 3 months | 914,434,816 | 739,954,470 | 1,301,814,555 | 1,185,468,019 | 1,415,862,744 | 1,247,493,481 | 881,384,909 | 593,634,320 | ||||||||
From 3 to 9 months | 4,590,285 | 304,865 | 4,055,884 | 3,365,224 | 178,838,945 | 851,427,171 | 207,578,703 | 554,420,000 | ||||||||
From 6 to 9 months | 4,590,285 | 1,059,499 | 3,898,614 | 3,270,529 | 2,700,100 | 7,256,709 | 166,387,648 | 63,859,000 | ||||||||
From 9 to 12 months | 4,590,285 | 304,865 | 3,489,657 | 3,048,183 | 16,251,100 | 14,011,755 | 162,618,400 | 193,420,000 | ||||||||
From 1 to 2 years | 18,361,141 | 13,115,236 | 11,076,024 | 9,960,797 | 7,380,398 | 7,626,356 | 1,546,226,640 | 1,046,721,400 | ||||||||
From 2 to 3 years | 18,361,141 | 17,080,495 | 6,284,913 | 4,908,219 | 7,380,398 | 7,380,398 | 1,005,912,096 | 1,426,884,800 | ||||||||
From 3 to 4 years | 18,361,141 | 17,080,495 | 1,388,481 | 2,210,106 | 7,380,398 | 7,380,398 | 347,088,896 | 904,384,800 | ||||||||
From 4 to 5 years | 18,361,141 | 17,080,495 | 552,978 | 861,909 | 7,380,398 | 7,380,398 | 215,972,344 | 331,724,800 | ||||||||
From 5 to 6 years | 18,361,141 | 17,080,495 | 140,761 | 163,138 | 7,380,398 | 7,380,398 | 122,460,800 | 206,412,200 | ||||||||
From 6 to 7 years | 18,361,141 | 17,080,495 | - | - | 7,380,398 | 7,380,398 | 221,860,800 | 117,040,000 | ||||||||
From 7 to 8 years | 14,089,991 | 17,080,495 | - | - | 7,380,398 | 7,380,398 | 31,012,800 | 212,040,000 | ||||||||
From 8 to 9 years | 638,268 | 13,115,240 | - | - | 2,460,133 | 7,380,398 | 662,664,016 | 29,640,000 | ||||||||
From 9 to 10 years | - | 609,734 | - | - | - | 2,460,132 | 662,666,004 | - | ||||||||
Over 10 years | 9,040,031 | 5,399,912 | - | - | - | - | 662,667,992 | - | ||||||||
Subtotal | 1,064,270,210 | 877,012,621 | 1,462,699,992 | 1,444,537,949 | 2,597,981,138 | 2,893,642,071 | 6,896,502,048 | 5,680,181,320 | ||||||||
Other items that are not to be collected or paid in cash | - | - | 72,116,837 | 40,709,152 | - | - | - | - | ||||||||
Total | 1,064,270,210 | 877,012,621 | 1,534,816,829 | 1,485,247,101 | 2,597,981,138 | 2,893,642,071 | 6,896,502,048 | 5,680,181,320 | ||||||||
(1) It includes the overdue receivables detailed in item 3.a of the supplementary information.
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
Balance sheet as
of December 31, 2010 and December 31, 2009
TERMS, INTEREST RATES
AND ADJUSTMENT CLAUSES OF SHORT-TERM INVESTMENTS, LOANS, RECEIVABLES AND
PAYABLES (in pesos)
Investments | Receivables | Payables | Loans | |||||||||||||||||||||||||||||
12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/312010 | 12/31/2009 | |||||||||||||||||||||||||
Rate | Pesos | Rate | Pesos | Rate | Pesos | Rate | Pesos | Rate | Pesos | Rate | Pesos | Rate | Pesos | Rate | Pesos | |||||||||||||||||
Annual fixed rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 7.875 | 1,988,000,000 | - | - | ||||||||||||||||
Annual fixed rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 7.56 | 220,906,560 | 7.56 | 253,346,000 | ||||||||||||||||
Annual fixed rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 6.97 | 178,920,000 | 6.97 | 256,500,000 | ||||||||||||||||
Annual fixed rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 5.66 (2) | 59,640,000 | 5.66 (2) | 57,000,000 | ||||||||||||||||
Annual fixed rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 8.00 | 39,760,000 | 8.00 | 38,000,000 | ||||||||||||||||
Annual fixed rate in U$S | 14.00 (3) | 11,181,994 | 14.00 (3) | 11,613,842 | - | - | - | - | - | - | - | - | 7.75 | 981,225,111 | 7.75 | 950,000,000 | ||||||||||||||||
Annual fixed rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 4.13 | 401,178,400 | 4.13 | 492,860,000 | ||||||||||||||||
Annual fixed rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 4.49 | 664,389,600 | 4.49 | 776,340,000 | ||||||||||||||||
Annual fixed rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 5.46 | 470,758,400 | 5.46 | 509,960,000 | ||||||||||||||||
Annual rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | (5) | 608,328,000 | (5) | 581,400,000 | ||||||||||||||||
CER plus annual fixed rate in $ | 4.00 | 992,850 | 4.00 | 1,726,968 | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||
Average annual variable rate in $ | 6.02 | 10,373,063 | - | - | 8.00 | 43,208,056 | 8.00 | 31,646,092 | - | - | - | - | - | - | 9.82 | 188,528,381 | ||||||||||||||||
Average annual variable rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 4.45 | 914,480,000 | 3.14 | 874,000,000 | ||||||||||||||||
Average annual fixed rate in U$S | - | - | - | - | - | - | - | - | - | - | - | - | 1.38 | 258,440,000 | 3.58 | 613,700,000 | ||||||||||||||||
Average annual variable rate in U$S | 0.15 | 897,632,922 | 0.15 | 738,648,295 | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||
Annual variable rate in $ | CER más 8% (4) | 132,919,947 | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||
Annual fixed rate in $ | - | - | 15.00 (4) | 118,957,774 | - | - | 9.00 | 61,503,317 | 9.00 | 68,883,714 | - | - | ||||||||||||||||||||
Annual fixed rate in $ plus CER | 5.83 | 9,040,031 | 5.83 | 5,399,912 | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||
Non-interest bearing | - | 2,129,403 | - | 665,830 | - | 1,491,608,773 | - | 1,453,601,009 | - | 2,536,477,821 | - | 2,824,758,357 | - | - | - | - | ||||||||||||||||
Total | 1,064,270,210 | 877,012,621 | 1,534,816,829 | 1,485,247,101 | 2,597,981,138 | 2,893,642,071 | 6,786,026,071 (1) | 5,591,634,381 (1) | ||||||||||||||||||||||||
(1) | It only includes principal at face value. | |
(2) | Plus additional interest calculated in relation to the economic performance of Pan American Energy LLC. | |
(3) | Fideicomiso Central Termoeléctrica Manual Belgrano and Central Termoeléctrica Timbúes. | |
(4) | Nación Fideicomiso S.A. – “Fideicomiso Financiero de Obra Gasoducto Sur 2006-2008”. | |
(5) | The weighted average rate was 7.37% as of 12/31/2010 and 7.44% as of 12/31/2009. |
EXHIBIT I
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
Balance sheet as of December 31, 2010 and December 31, 2009
PARTICIPATION IN JOINT VENTURES (in pesos)
Lindero Atravesado | Aguada Pichana | San Roque | Acambuco | Estancia La Escondida | Bandurria |
Costa Afuera
Argentina Bloque 40 |
Costa Afuera
Argentina Bloque 46 |
Anticlinal Funes | ||||||||||||||||||||||||||||
62.50% | 62.50% | 18.18% | 18.18% | 16.47 % | 16.47 % | 52.00 % | 52.00 % | 25.00% | 25.00% | 18.18% | 18.18% | 33.50% | 33.50% | 33.50% | 33.50% | 80.00% | 80.00% | |||||||||||||||||||
12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | |||||||||||||||||||
Balance sheet | ||||||||||||||||||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||||||||||||||
CURRENT ASSETS | ||||||||||||||||||||||||||||||||||||
Cash and banks | 171,040 | 161,756 | 508,676 | 351,878 | 325,847 | 129,004 | 33,614 | 1,197,400 | 108,067 | 28,465 | 495,514 | 310,879 | - | - | - | - | 10,168 | - | ||||||||||||||||||
Other receivables | 440,339 | 2,009,703 | 7,860,375 | 9,293,265 | 5,776,817 | 6,868,665 | 2,017,982 | 4,471,493 | 965,578 | 822,717 | 151,522 | 397,949 | 9,532,522 | 596,799 | 580,221 | 580,311 | 1,092,857 | 1,143,832 | ||||||||||||||||||
Inventories | 6,415,617 | 7,379,376 | 10,192,806 | 11,904,216 | 6,403,843 | 6,744,552 | 11,512,108 | 4,117,891 | 102,582 | 94,961 | - | - | - | - | - | - | - | - | ||||||||||||||||||
Total current assets | 7,026,996 | 9,550,835 | 18,561,857 | 21,549,359 | 12,506,507 | 13,742,221 | 13,563,704 | 9,786,784 | 1,176,227 | 946,143 | 647,036 | 708,828 | 9,532,522 | 596,799 | 580,221 | 580,311 | 1,103,025 | 1,143,832 | ||||||||||||||||||
NON CURRENT ASSETS | ||||||||||||||||||||||||||||||||||||
Other receivables | 215,158 | - | - | - | - | - | 245,732 | 193,894 | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||
Property, plant and |
130,415,412 | 138,954,407 | 320,613,232 | 306,707,586 | 140,020,504 | 171,707,344 | 853,588,977 | 683,083,674 | 6,063,112 | 5,273,526 | 8,787,758 | 4,993,039 | 21,571,597 | 9,131,471 | 269,574 | 269,574 | 5,653,686 | 6,714,451 | ||||||||||||||||||
Total non current assets | 130,630,570 | 138,954,407 | 320,613,232 | 306,707,586 | 140,020,504 | 171,707,344 | 853,834,709 | 683,277,568 | 6,063,112 | 5,273,526 | 8,787,758 | 4,993,039 | 21,571,597 | 9,131,471 | 269,574 | 269,574 | 5,653,686 | 6,714,451 | ||||||||||||||||||
Total assets | 137,657,566 | 148,505,242 | 339,175,089 | 328,256,945 | 152,527,011 | 185,449,565 | 867,398,413 | 693,064,352 | 7,239,339 | 6,219,669 | 9,434,794 | 5,701,867 | 31,104,119 | 9,728,270 | 849,795 | 849,885 | 6,756,711 | 7,858,283 | ||||||||||||||||||
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
Balance sheet as of December 31, 2010 and December 31, 2009
PARTICIPATION IN JOINT VENTURES (in pesos)
Lindero Atravesado | Aguada Pichana | San Roque | Acambuco | Estancia La Escondida | Bandurria |
Costa Afuera
Argentina Bloque 40 |
Costa Afuera
Argentina Bloque 46 |
Anticlinal Funes | ||||||||||||||||||||||||||||||||||
62.50% | 62.50% | 18.18% | 18.18% | 16.47% | 16.47% | 52.00% | 52.00% | 25.00% | 25.00% | 18.18% | 18.18% | 33.50% | 33.50% | 33.50% | 33.50% | 80.00% | 80.00% | |||||||||||||||||||||||||
Balance sheet | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | 12/31/2010 | 12/31/2009 | ||||||||||||||||||||||||
LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||
CURRENT LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||
Accounts payable | 7,973,416 | 8,411,959 | 49,664,194 | 47,119,869 | 17,460,460 | 9,576,516 | 63,541,144 | 22,138,837 | 2,588,657 | 1,583,846 | - | - | - | - | - | - | 852,700 | 1,146,612 | ||||||||||||||||||||||||
Payroll and social security |
1,437,104 | 1,221,601 | - | - | - | - | 3,205,720 | 3,087,195 | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Taxes payable | 703,035 | 85,667 | 886,059 | 1,627,432 | 1,056,829 | 1,466,121 | 2,040,657 | 199,443 | 160,683 | 107,729 | 181,116 | 185,039 | - | - | - | - | 3,408 | 3,234 | ||||||||||||||||||||||||
Provision for future compensation to personnel | 1,584,175 | 1,130,000 | - | - | - | - | 1,454,597 | 290,200 | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Total current liabilities | 11,697,730 | 10,849,227 | 50,550,253 | 48,747,301 | 18,517,289 | 11,042,637 | 70,242,118 | 25,715,675 | 2,749,340 | 1,691,575 | 181,116 | 185,039 | - | - | - | - | 856,108 | 1,149,846 | ||||||||||||||||||||||||
NON CURRENT LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||
Accounts payable | 4,087,546 | 3,935,755 | - | 219,132 | 2,417,323 | 876,528 | 3,077,540 | 4,579,757 | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Provision for environmental remediation | 7,529,316 | 5,537,881 | 21,900,475 | 16,545,405 | 10,954,225 | 9,639,949 | 28,780,893 | 16,175,585 | 156,056 | 172,832 | - | - | - | - | - | - | 4,341,233 | 4,595,592 | ||||||||||||||||||||||||
Accruals | 2,449,616 | 1,532,345 | 150,722 | 61,052 | 165,735 | 182,065 | 3,876,743 | 3,634,430 | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Total non current liabilities | 14,066,478 | 11,005,981 | 22,051,197 | 16,825,589 | 13,537,283 | 10,698,542 | 35,735,176 | 24,389,772 | 156,056 | 172,832 | - | - | - | - | - | - | 4,341,233 | 4,595,592 | ||||||||||||||||||||||||
Total liabilities | 25,764,208 | 21,855,208 | 72,601,450 | 65,572,890 | 32,054,572 | 21,741,179 | 105,977,294 | 50,105,447 | 2,905,396 | 1,864,407 | 181,116 | 185,039 | - | - | - | - | 5,197,341 | 5,745,438 | ||||||||||||||||||||||||
Owner’s equity | 111,893,358 | 126,650,034 | 266,573,639 | 262,684,055 | 120,472,439 | 163,708,386 | 761,421,119 | 642,958,905 | 4,333,943 | 4,355,262 | 9,253,678 | 5,516,828 | 31,104,119 | 9,728,270 | 849,795 | 849,885 | 1,559,370 | 2,112,845 | ||||||||||||||||||||||||
Total | 137,657,566 | 148,505,242 | 339,175,089 | 328,256,945 | 152,527,011 | 185,449,565 | 867,398,413 | 693,064,352 | 7,239,339 | 6,219,669 | 9,434,794 | 5,701,867 | 31,104,119 | 9,728,270 | 849,795 | 849,885 | 6,756,711 | 7,858,283 | ||||||||||||||||||||||||
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH) |
Balance sheet as of December 31, 2010 and December 31, 2009 |
PARTICIPATION IN JOINT VENTURES (in pesos) |
Lindero Atravesado | Aguada Pichana | San Roque | Acambuco | Estancia La Escondida | Bandurria |
Costa Afuera
Argentina Bloque 40 |
Costa Afuera
Argentina Bloque 46 |
Anticlinal Funes | |||||||||||||||||||||||||||||||
62.50% | 62.50% | 18.18% | 18.18% | 16.47% | 16.47% | 52.00% | 52.00% | 25.00% | 25.00% | 18.18% | 18.18% | 33.50% | 33.50% | 33.50% | 33.50% | 80.00% | 80.00% | ||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | ||||||||||||||||||||||
INCOME STATEMENT |
|||||||||||||||||||||||||||||||||||||||
Sales (a) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||
Cost of sales | (82,792,452) | (66,508,751) | (175,215,942) | (192,596,120) | (125,098,006) | (114,196,049) | (229,629,595) | (247,389,449) | (4,869,111) | (4,195,390) | - | - | - | - | - | - | (10,450,403) | (13,009,118) | |||||||||||||||||||||
Gross result | (82,792,452) | (66,508,751) | (175,215,942) | (192,596,120) | (125,098,006) | (114,196,049) | (229,629,595) | (247,389,449) | (4,869,111) | (4,195,390) | - | - | - | - | - | - | (10,450,403) | (13,009,118) | |||||||||||||||||||||
Administrative expenses | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||
Operating result | (82,792,452) | (66,508,751) | (175,215,942) | (192,596,120) | (125,098,006) | (114,196,049) | (229,629,595) | (247,389,449) | (4,869,111) | (4,195,390) | - | - | - | - | - | - | (10,450,403) | (13,009,118) | |||||||||||||||||||||
Financial results - net | ( 2,876,174) | 756,699 | ( 1,402,519) | ( 4,500,370) | ( 595,853) | ( 1,860,950) | ( 1,466,180) | ( 389,625) | ( 4,132) | ( 5,134) | 42 | ( 5,636) | ( 823) | 2,125 | ( 425) | ( 2,234) | ( 292,146) | ( 155,023) | |||||||||||||||||||||
Other income and |
689,148 | ( 635,475) | - | 248,542 | 3,971,769 | 172,645 | 637,078 | 777,407 | - | - | (6,384,693) | (3,264,466) | (11,207,880) | (2,827,976) | (4,316,716) | (2,129,626) | ( 41,600) | - | |||||||||||||||||||||
Net results | (84,979,478) | (66,387,527) | (176,618,461) | (196,847,948) | (121,722,090) | (115,884,354) | (230,458,697) | (247,001,667) | (4,873,243) | (4,200,524) | (6,384,651) | (3,270,102) | (11,208,703) | (2,825,851) | (4,317,141) | (2,131,860) | (10,784,149) | (13,164,141) |
(a) No sales were recorded in the joint ventures because production is directly assigned to each participant.
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010
REPORTING SUMMARY REQUIRED BY RESOLUTION No. 290/97 OF THE NATIONAL SECURITIES COMMISSION
1. Comment on the Branch's activity
Operating activities:
Pan American Energy LLC Argentine Branch (“The Branch”) is mainly engaged in the exploration, development and production of hydrocarbons. The Head Office of the Branch is Pan American Energy LLC.
During the fiscal year ended December 31, 2010, with a daily average production of 232.31 thousand barrels of oil, the Branch together with the subsidiaries of the Head Office that develop their activities in the country rank second in the production of natural gas and oil in Argentina.
2. Balance sheet items (in pesos)
Balance |
Balance |
Balance |
Balance |
Balance |
|||||||
Sheet |
Sheet |
Sheet |
Sheet |
Sheet |
|||||||
as of |
as of |
as of |
as of |
as of |
|||||||
12/31/2010 |
12/31/2009 |
12/31/2008 |
12/31/2007 |
12/31/2006 |
|||||||
Current assets | 2,596,344,189 | 2,414,448,055 | 1,928,205,904 | 1,260,904,810 | 1,235,627,955 | ||||||
Non current assets | 14,253,731,170 | 12,076,923,784 | 9,768,495,753 | 7,446,314,957 | 5,910,041,926 | ||||||
Total | 16,850,075,359 | 14,491,371,839 | 11,696,701,657 | 8,707,219,767 | 7,145,669,881 | ||||||
Current liabilities | 3,031,622,549 | 3,525,522,436 | 3,133,204,026 | 1,706,399,649 | 2,038,446,446 | ||||||
Non current liabilities | 6,480,343,518 | 5,066,088,643 | 4,576,854,938 | 3,669,958,237 | 2,989,464,507 | ||||||
Subtotal | 9,511,966,067 | 8,591,611,079 | 7,710,058,964 | 5,376,357,886 | 5,027,910,953 | ||||||
Account with Head
Office |
6,876,870,285 |
5,438,521,753 | 3,525,403,686 | 2,869,622,874 | 1,656,519,921 | ||||||
Capital allocated to the
Branch |
221,779,007 |
221,779,007 | 221,779,007 | 221,779,007 | 221,779,007 | ||||||
Capital adjustment | 239,460,000 | 239,460,000 | 239,460,000 | 239,460,000 | 239,460,000 | ||||||
Total | 16,850,075,359 | 14,491,371,839 | 11,696,701,657 | 8,707,219,767 | 7,145,669,881 |
3. Income statement items (in pesos)
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
|||||||
year ended |
year ended |
year ended |
year ended |
year ended |
|||||||
12/31/2010 |
12/31/2009 |
12/31/2008 |
12/31/2007 |
12/31/2006 |
|||||||
Ordinary operating income |
3,892,026,289 |
4,275,336,592 | 2,210,870,826 | 2,573,221,966 | 2,743,659,781 | ||||||
Financial results | ( 700,437,074) | ( 973,410,190) | ( 735,869,887) | ( 334,318,829) | ( 157,229,580) | ||||||
Other income and expenses - net | 22,199,103 | 19,401,517 | 23,405,830 | ( 24,199,544) | ( 41,522,382) | ||||||
Income before income tax | 3,213,788,318 | 3,321,327,919 | 1,498,406,769 | 2,214,703,593 | 2,544,907,819 | ||||||
Income tax expense - current | (1,119,118,582) | (1,369,505,178) | ( 551,629,967) | ( 831,214,623) | ( 896,407,452) | ||||||
Income tax - deferred | 16,583,854 | 203,675,537 | 30,272,746 | 52,253,813 | ( 3,463,245) | ||||||
Net income | 2,111,253,590 | 2,155,498,278 | 977,049,548 | 1,435,742,783 | 1,645,037,122 |
4. Statistical data
Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | ||||||
year ended | year ended | year ended | year ended | year ended | ||||||
12/31/2010 | 12/31/2009 | 12/31/2008 | 12/31/2007 | 12/31/2006 | ||||||
in cubic meters | in cubic meters | in cubic meters | in cubic meters | in cubic meters | ||||||
Production of crude oil (1) |
6,543,884 |
6,638,078 | 6,145,708 | 6,150,764 | 6,123,609 | |||||
Sale of crude oil | 6,746,878 | 6,703,275 | 6,009,932 | 6,135,234 | 6,146,250 | |||||
in thousand cubic meters | in thousand cubic meters | in thousand cubic meters | in thousand cubic meters | in thousand cubic meters | ||||||
Production of natural
gas (2) |
5,000,001 |
5,305,594 | 5,635,655 | 5,229,944 | 4,887,081 | |||||
Sale of natural gas | 4,855,318 | 5,252,619 | 5,655,867 | 5,310,947 | 4,777,025 | |||||
Transportation of natural gas | - | - | - | 2,756 | 15,159 | |||||
in tons | in tons | in tons | in tons | in tons | ||||||
Production of L.P.G. | 148,466 | 159,944 | 138,904 | 75,337 | 104,647 | |||||
Sale of L.P.G. | 161,259 | 160,954 | 126,354 | 62,342 | 105,810 |
(1) | Includes gasoline from the gas processing plants of Transportadora de Gas del Sur S.A. (Gral. Cerri) and Refinería del Norte S.A. | |
(2) | The production of natural gas is disclosed net of the amounts reinjected into the reservoir and used up in the operations and processed in the gas processing plants. |
5. Ratios
Financial statements as of
12/31/2010 |
Financial statements as of
12/31/2009 |
Financial statements as of
12/31/2008 |
Financial statements as of
12/31/2007 |
Financial statements as of
12/31/2006 |
|||||
Liquidity (1) | 0.86 | 0.68 | 0.62 | 0.74 | 0.61 | ||||
Indebtedness (2) | 1.30 | 1.46 | 1.93 | 1.60 | 2.37 | ||||
Tied –up funds (3) | 0.85 | 0.83 | 0.83 | 0.86 | 0.83 | ||||
Solvency (4) | 0.77 | 0.69 | 0.52 | 0.62 | 0.42 | ||||
Ordinary profitability before income tax/ Minimun deferred income tax (5) |
0.54 |
0.83 | 0.45 | 1.05 | 1.01 | ||||
Net profitability (6) | 0.36 | 0.54 | 0.29 | 0.68 | 0.65 |
(1) | Total current assets / Total current liabilities | |
(2) | Total liabilities / Account with Head Office plus Capital allocated to the Branch plus Capital adjustment | |
(3) | Non current assets / Total assets | |
(4) | Account with Head Office plus Capital allocated to the Branch plus Capital adjustment / Total liabilities | |
(5) | Income before tax / Account with Head Office plus Capital allocated to the Branch plus Capital adjustment at beginning of fiscal year | |
(6) | Net income / Account with Head Office plus Capital allocated to the Branch plus Capital adjustment at beginning of fiscal year |
6. Supplementary Information to the Financial Statements as of December 31, 2010
Information on oil and gas reserves
In compliance with General Resolution N° 541/2008 of the Argentine Securities and Exchange Commission, below are the proved reserves of oil and gas of the Issuer as of December 31, 2010:
The Branch’s reserves are located in the geographic area of Argentina.
The information on reserves is based on the estimates prepared by the international technical consultants RPS and Ryder Scott Company Petroleum Consultants.
Developed and undeveloped proved reserves |
|||||||
Crude oil, condensate
|
Natural gas
|
Total combined
|
|||||
Reserves as of December 31, 2009 | 147,595,139 | 55,535,760 | 203,130,899 | ||||
Addition (decrease) of reserves for the fiscal year | 7,827,276 | ( 106,936) | 7,720,340 | ||||
Production for the fiscal year | ( 6,495,744) | ( 6,024,098) | ( 12,519,842) | ||||
Reserves as of December 31, 2010 | 148,926,671 | 49,404,726 | 198,331,397 |
7. Plan for the implementation of International Financial Reporting Standards
On April 29, 2010, the Branch’s Legal Representative approved the implementation plan of International Financial Reporting Standards (IFRS) in compliance with the requirements of Resolution No. 562/09 issued by the Argentine Securities Commission.
Pursuant to the provisions of FACPCE Technical Resolution No. 26, paragraphs 17 (a) and (b), we report that: (i) in compliance with General Resolution No. 562/09 of the Argentine Securities Commission, the Branch will prepare the quarterly and annual financial statements for the fiscal year beginning January 1, 2012 and subsequent financial statements under IFRS; (ii) in compliance with the approved implementation plan, the effects of the adoption of IFRS are under evaluation and the training process for all the personnel involved in the accounting registration has been completed.
Pursuant to the provisions of Resolution No. 576/10, it is informed that the transition date adopted by the Branch is January 1, 2011.
As a result of monitoring the implementation plan, the Legal Representative informs that he has not become aware of any circumstance calling for any amendment of such plan, which is being executed in accordance with the objectives set.
8. Business prospects
The Branch is working to maintain and increase its operating efficiency in connection with the oil and gas exploration and production, to continue increasing its production and adding hydrocarbons reserves in Argentina, satisfying in this way the energy needs of the country as well as to comply with its pre-existing contractual obligations. The Branch strives to provide its personnel and contractors with healthy and safe working conditions while preserving the environment.
The Branch is strongly engaged with the communities where it operates, by developing different social responsibility programs (CSR).
In the fiscal year ended December 31, 2010, the Branch’s total production of hydrocarbons kept the same level compared with the prior year, despite of the impact of worker union strikes that affected the productivity during the fiscal year. The active investment program mentioned above has allowed the Branch to double its production of hydrocarbons between 1999 and 2009 and 2010 and increase its reserves year by year throughout that period.
The global economic crisis, which arose in 2008 in the financial sector and later impacted the real economy, compelled the governments of many countries, including Argentina, to take actions intended to stimulate the global demand and the maintenance of employment.
During 2009 and 2010, stimulating policies continued to be applied. In the last quarter of 2009 the first recovering signs were evidenced both at a worldwide level and in our country. However, the global economy, particularly United States of America and Europe has not yet adopted a clear trend towards the increase in global demand and the level of employment. For this reason, new measures of encouragement of global demand in these countries were taken.
As a result of the referred crisis, there were also significant reductions in the price of commodities, including oil prices: the WTI type decreased from a maximum amount of U$S 145.31 per barrel in July 2008 to less than one third of such amount in the first quarter of 2009 (U$S 43.10 per barrel). In the fiscal year ended December 31, 2010, the average price of WTI was U$S 79.53 per barrel, 28. 65 % higher compared to 2009, when the price per barrel was U$S 61.82, thus showing a higher worldwide demand for this commodity.
At a sector level, the increased costs in the oil industry are a matter of concern. As such costs broadly exceeded the general rise in prices during the years prior to the 2008/2009 international crisis, they were not properly in line with changes in both the international and domestic macroeconomic variables as from the referred crisis.
The revenues from sales of the production of oil and gas sectors have been affected as in the last years by the regulations currently in force. In the case of oil, as from March 2002, export tariffs have been applied, which has also affected the prices in the domestic market. On November 15, 2007, the Ministry of Economy and Production issued Resolution 394/07, whereby such export tariffs were increased and an effective ceiling price for the export of crude was set, which was ratified by Resolution 813/2010 of the Argentine Secretary of Energy. On the other hand, Resolution 1679/2004 of the Secretary of Energy, which provided for the mandatory registration of export transactions and their prior authorization, remains effective.
The changes in exploration and production costs incurred in relatively low-production and mature fields, as in the case of Argentina, demand a level of crude oil prices in the domestic market and a net export price which have not been yet validated by the oil pricing regulations applicable in the country. Particularly considering the replacement of reserves which must give the activity a proper sustainability level in the long term.
In the case of natural gas, after a four-year period (from 2002) in which the domestic market prices were successively redenominated into pesos and frozen, export tariffs and restrictions were imposed on exports. On the other hand, an agreement named “regularization of wellhead prices” was signed between the Secretary of Energy and the natural gas producers, which expired on December 31, 2006. At the request of the related authorities, a new agreement was entered into which will be in force until December 31, 2011 (confirmed by Resolution 599/07 issued by the Secretary of Energy). Under the referred agreement, producers (including the Branch) undertake to satisfy the domestic demand up to the levels reached in 2006 plus the growth of the residential market during the validity thereof by setting out new guidelines for price changes. On July 28, 2009 the national and provincial authorities, the representatives of main industry unions, together with the gas producers, entered into an agreement – currently in force – tending to restore the balance of the oil and gas sector. On September 28, 2010, the Argentine Gas Regulator Entity (ENARGAS) Resolution No. 1410/2010 was published in the Official Gazette. This resolution established a procedure for gas applications, confirmations and controls of gas applicable to all the entities in the gas industry, including the Branch.
In September 2008, a regime to subsidize low-income liquefied petroleum gas (LPG) consumers was established, whereby funds obtained from the increase in the price of natural gas paid by certain categories of gas consumers are transferred to a fiduciary fund created for that purpose. This regime was established by Resolution No. 1070/2008 issued by the Secretary of Energy and extended until December 31, 2010 and then until December 31, 2011.
At a sector level, on November 18, 2010 the National Agreement for the Promotion of the Social Dialogue in the Hydrocarbons Industry was entered into by representatives of the Ministry of Federal Planning, Public Investment and Services; the Ministry of Labor Employment and Social Security, the hydrocarbon producing provinces, and the unions and producers. This Agreement is aimed at promoting the regional development and dialogue among the parties.
Regarding governmental programs to encourage the increase in oil and natural gas production and reserves, see Notes 14 and 15 to the Financial Statements.
City of Buenos Aires, March 10, 2011
Hernán Pablo Giacumbo |
Attorney - in - fact |
PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010
SUPPLEMENTARY INFORMATION TO THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 REQUIRED BY SECTION 68 OF THE REGULATIONS OF THE BUENOS AIRES STOCK EXCHANGE
Overall issues about the Branch’s activity:
1. |
Specific and significant legal requirements which imply contingent suspensions or changes of benefits provided for by such regulations: |
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The Branch is not subject to specific and significant legal requirements, which may imply the contingent suspension or change of benefits provided for by such regulations, except as disclosed in notes to the financial statements. | ||
2. |
Significant changes in the Branch’s activities or other similar circumstances that affect the comparison of the financial statements with prior years, or with those to be presented in future years. |
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There are no changes in the Branch’s activities that significantly affect the comparison of the financial statements as of December 31, 2010. | ||
3. |
Breakdown of receivables and payables as per section 68, subsection 3. |
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3.a) The breakdown of receivables and payables based on the maturity thereof is disclosed in Exhibit H to the financial statements. | ||
The following receivables without any established term included in the referred Exhibit H are overdue: |
Current receivables | ||||||||
$ | ||||||||
Due from October to December 2010 | 24,700,784 | |||||||
Due from July to September 2010 | 24,195,183 | |||||||
Due from April to June 2010 | 7,271,376 | |||||||
Due from January to March to 2010 | 876,265 | |||||||
Due from January to December 2009 | 17,940,879 | |||||||
Due from January to December 2008 | 5,088,804 | |||||||
Due from January to December 2007 | 421,323 | |||||||
Due from January to December 2006 | 13,288 | |||||||
Due from January to December 2004 | 2,577 | |||||||
Due from January to December 2002 | 24,585 | |||||||
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||||||||
Total |
80,535,064 |
There are no overdue payables. | ||
3.b) In connection with the receivables and payables in foreign currency, see Exhibit F to the financial statements. There are no significant receivables and payables to be cancelled in kind. | ||
3.c) There are no receivables and payables subject to adjustment clauses. | ||
3.d) In connection with the receivables and payables that accrue interest as of December 31, 2010, see Exhibit H to the financial statements. | ||
4. |
Participation in Art. 33 Corporations Law No. 19550 |
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None. | ||
5. |
Trade accounts receivables or loans with directors, statutory auditors, and relatives including up to the second degree: |
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None as of the date of issuance of these financial statements. | ||
6. |
Physical counts of inventories |
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Based on the nature of the activity, the Branch carries out physical counts of most of its inventories. There are no significant slow-moving inventories as of December 31, 2010 for which an allowance has not been set up. | ||
7. |
Current values |
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The valuation method of inventories is disclosed in Note 3.2.d) to the financial statements. | ||
8. |
Property, plant and equipment |
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No items of property, plant and equipment have been subject to technical revaluations. | ||
To date, there are no property, plant and equipment items that are not in use due to obsolescence. | ||
9. |
Interests in other companies |
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None. The Branch’s participating interests in joint operations are disclosed in Note 2 to the financial statements. | ||
10. |
Recoverable value |
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The recoverable value of inventories and fixed assets, used as a limit to their valuation for financial reporting purposes, have been determined based on the net realizable values and values in use, the latter defined as the expected net cash flows that would result from both the use of the assets and the disposal thereof at the end of their useful life. | ||
11. |
Insurance |
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As of December 31, 2010, the insurance taken in relation to the Branch’s goods and activities are as follows: |
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Covered |
||||
Insured assets |
Insured risks |
amount |
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Thousand U$S |
||||
Equipment, facilities and pipelines | |||||
applied to exploitation and transportation | Physical damage | 2,927,765 (*) | |||
Third party damage caused by the Branch’s activities | |||||
or by the equipment, facilities and pipelines used | |||||
for exploration and production purposes | Liability insurance on - shore | 100,000 | |||
Liability insurance off - shore | 100,000 | ||||
Wells | Control, re-drilling, spill | (**) | |||
Goods | Transportation | 10,000 |
In addition, the Branch took out workers’ compensation and automobile liability insurance policies.
(*) It is the total amount disclosed in the policy in relation to
this item. The referred amount is subject to limits and deductibles
depending on the coverage.
(**) In compliance with the limits and
deductibles applied to the different fields.
12. |
Negative and positive contingencies |
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All the evidence available and the likelihood of occurrence have been taken into account to evaluate contingencies. Regarding allowances, see Notes 3.2.g, 10 and 14 and Exhibit D to the basic financial statements. |
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13. |
Contingencies as of the date of the financial statements with non remote likelihood of occurrence, the financial effects of which have not been fully recorded as of December 31, 2010 |
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None. | ||
Irrevocable advances for future subscriptions |
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14. | As of December 31, 2010 there are no irrevocable advances for future subscriptions. | |
15. | There are no preferred shares as of December 31, 2010. | |
16. | As of December 31, 2010 the Branch has no restrictions on the distributions of earnings, except as indicated in Note 10 to the financial statements. |
City of Buenos Aires, March 10, 2011
Hernán Pablo Giacumbo |
Attorney-in-fact |