0001292814-16-004774.txt : 20160519 0001292814-16-004774.hdr.sgml : 20160519 20160519090448 ACCESSION NUMBER: 0001292814-16-004774 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160331 FILED AS OF DATE: 20160519 DATE AS OF CHANGE: 20160519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDENOR CENTRAL INDEX KEY: 0001395213 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: C1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33422 FILM NUMBER: 161662047 BUSINESS ADDRESS: STREET 1: AV. DEL LIBERTADOR 6363 CITY: CITY OF BUENOS AIRES STATE: C1 ZIP: C1428ARG BUSINESS PHONE: 54-11-4346-5000 MAIL ADDRESS: STREET 1: AV. DEL LIBERTADOR 6363 CITY: CITY OF BUENOS AIRES STATE: C1 ZIP: C1428ARG 6-K 1 ednfs1q16_6k.htm CONDENSED INTERIM FINANCIAL STATEMENTS ednfs1q16_6k.htm - Generated by SEC Publisher for SEC Filing
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of May, 2016
 
EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR)
(DISTRIBUTION AND MARKETING COMPANY OF THE NORTH )
 
(Translation of Registrant's Name Into English)
 
Argentina
 
(Jurisdiction of incorporation or organization)
 
 
Av. del Libertador 6363,
12th Floor,
City of Buenos Aires (A1428ARG),
Tel: 54-11-4346-5000
 
(Address of principal executive offices)
 
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
 
Form 20-F  X     Form 40-F        

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes          No  X  

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-             .)
 
 
 

 

 

 

 

 

 

 

 

EDENOR S.A.

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED INTERIM FINANCIAL STATEMENTS

AS OF MARCH 31, 2016 AND FOR THE THREE-MONTH PERIOD

ENDED MARCH 31, 2016

PRESENTED IN COMPARATIVE FORM

 

 

 

 

 

 

 

 

 


 

 

 

CONTENTS

 

Legal Information

1

Condensed Interim Statement of Financial Position

2

Condensed Interim Statement of Comprehensive Income

4

Condensed Interim Statement of Changes in Equity

5

Condensed Interim Statement of Cash Flows

6

Notes to the condensed interim financial statements

8

Note 1. General information

8

Note 2. Regulatory framework

9

Note 3. Basis of preparation

11

Note 4. Accounting policies

11

Note 5. Financial risk management

12

Note 6. Critical accounting estimates and judgments

13

Note 7. Contingencies and lawsuits

13

Note 8. Property, plant and equipment

14

Note 9. Other receivables

16

Note 10. Trade receivables

17

Note 11. Financial assets at fair value through profit or loss

17

Note 12. Cash and cash equivalents

18

Note 13. Share capital and additional paid-in capital

18

Note 14. Trade payables

18

Note 15. Other payables

18

Note 16. Borrowings

19

Note 17. Salaries and social security taxes payable

19

Note 18. Income tax and tax on minimum presumed income/Deferred tax

19

Note 19. Tax liabilities

21

Note 20. Provisions

21

Note 21. Revenue from sales

21

Note 22. Expenses by nature

22

Note 23. Other operating expense, net

23

Note 24. Net financial expense

24

Note 25. Basic and diluted (loss) earnings per share

24

Note 26. Related-party transactions

25

Note 27. Events after the reporting period

26

Additional information required by Section 68 (Buenos Aires Stock Exchange) and Section 12 (National Securities Commission)

27

Informative summary

33

Report on Review of Condensed Interim Financial Statements

 

Supervisory Committee’s Report

 

 

 

 

 

 

 


 

 

Glossary of Terms

 

The following definitions, which are not technical ones, will help readers understand some of the terms used in the text of the notes to the Company’s Financial Statements.

 

 

Terms

Definitions

CAMMESA

Compañía Administradora del Mercado Mayorista Eléctrico

(the company in charge of the regulation and operation of the wholesale electricity market)

CNV

National Securities Commission

CYCSA

Comunicaciones y Consumos S.A.

EASA

Electricidad Argentina S.A.

Edenor S.A

Empresa Distribuidora y Comercializadora Norte S.A.

ENRE

National Regulatory Authority for the Distribution of Electricity

FOCEDE

Fund for Electric Power Distribution Expansion and Consolidation Works

FOTAE

Trust for the Management of Electric Power Transmission Works

IAS

International Accounting Standards

IASB

International Accounting Standards Board

IFRIC

International Financial Reporting Interpretations Committee

IFRS

International Financial Reporting Standards

MEyM

Energy and Mining Ministry

MMC

Cost Monitoring Mechanism

PEN

Federal Executive Power

PISA

Pampa Inversiones S.A.

PYSSA

Préstamos y Servicios S.A.

PUREE

Program for the Rational Use of Electric Power

RTI

Tariff Structure Review

SACME

S.A. Centro de Movimiento de Energía

SE

Energy Secretariat

SEGBA

Servicios Eléctricos del Gran Buenos Aires S.A.

SUSS

Single Social Security System

VAD

Distribution Added Value

 

 

 

 

 

 


 

 

 

Legal Information

 

 

Corporate name: Empresa Distribuidora y Comercializadora Norte S.A.

Legal address: 6363 Del Libertador Ave., City of Buenos Aires

 

Main business: Distribution and sale of electricity in the area and under the terms of the concession agreement by which this public service is regulated.

 

Date of registration with the Public Registry of Commerce:

-          of the Articles of Incorporation: August 3, 1992

-          of the last amendment to the By-laws: May 28, 2007

 

Term of the Corporation: August 3, 2087

 

Registration number with the “Inspección General de Justicia” (the Argentine governmental regulatory agency of corporations): 1,559,940

 

Parent company: Electricidad Argentina S.A. (EASA)

 

Legal address: 3302 Ortiz de Ocampo, Building 4, City of Buenos Aires

 

Main business of the parent company:  Investment in Edenor S.A.’s Class “A” shares and rendering of technical advisory, management, sales, technology transfer and other services related to the distribution of electricity.

 

Interest held by the parent company in capital stock and votes: 51.54%

 

 

CAPITAL STRUCTURE

 

AS OF MARCH 31, 2016

 

(amounts stated in pesos)

 

Class of shares

 

Subscribed and paid-in

(See Note 13)

Common, book-entry shares, face value 1,

1 vote per share

 

 

 

Class A

 

462,292,111

Class B (1)

 

442,210,385

Class C (2)

 

1,952,604

 

 

906,455,100

 

 

   

(1) Includes 9,412,500 treasury shares as of March 31, 2016 and December 31, 2015.

(2) Relates to the Employee Stock Ownership Program Class C shares that have not been transferred.

 

 

 

1


 

 

 

Edenor S.A.

Condensed Interim Statement of Financial Position

as of March 31, 2016 presented in comparative form

(Stated in thousands of pesos)

 

 

 

 

 

Note

 

03.31.16

 

12.31.15

ASSETS

 

 

   

 

 

 

 

   

 

Non-current assets

 

 

   

 

Property, plant and equipment

8

 

9,431,639

 

8,885,789

Interest in joint ventures

 

 

433

 

433

Deferred tax asset

18

 

292,815

 

50,048

Other receivables

9

 

155,051

 

153,777

Financial assets at fair value through profit or loss

11

 

-

 

23,567

Total non-current assets

 

 

9,879,938

 

9,113,614

 

 

 

   

 

Current assets

 

 

   

 

Inventories

 

 

116,811

 

134,867

Other receivables

9

 

354,355

 

1,079,860

Trade receivables

10

 

2,375,332

 

963,005

Financial assets at fair value through profit or loss

11

 

1,797,902

 

1,560,434

Derivative financial instruments

 

 

5,665

 

197

Cash and cash equivalents

12

 

171,276

 

128,952

Total current assets

 

 

4,821,341

 

3,867,315

TOTAL ASSETS

 

 

14,701,279

 

12,980,929

 

 

 

2


 

 

 

Edenor S.A.

Condensed Interim Statement of Financial Position

as of March 31, 2016 presented in comparative form (continued)

(Stated in thousands of pesos)

 

 

 

 

 

Note

 

03.31.16

 

12.31.15

EQUITY

 

 

   

 

Share capital

13

 

897,043

 

897,043

Adjustment to share capital

 

 

397,716

 

397,716

Additional paid-in capital

 

 

3,452

 

3,452

Treasury stock

13

 

9,412

 

9,412

Adjustment to treasury stock

 

 

10,347

 

10,347

Other comprehensive loss

 

 

(42,253)

 

(42,253)

Accumulated losses

 

 

124,299

 

249,336

TOTAL EQUITY

 

 

1,400,016

 

1,525,053

 

 

 

   

 

 

 

 

   

 

LIABILITIES

 

 

   

 

Non-current liabilities

 

 

   

 

Trade payables

14

 

226,407

 

224,966

Other payables

15

 

3,029,622

 

2,391,878

Borrowings

16

 

2,774,153

 

2,460,975

Deferred revenue

 

 

167,389

 

153,816

Salaries and social security payable

17

 

84,791

 

80,039

Benefit plans

 

 

216,217

 

204,386

Tax payable

18

 

155,346

 

-

Tax liabilities

19

 

1,611

 

1,922

Provisions

20

 

281,126

 

259,573

Total non-current liabilities

 

 

6,936,662

 

5,777,555

Current liabilities

 

 

   

 

Trade payables

14

 

5,109,404

 

4,475,427

Other payables

15

 

153,792

 

151,674

Borrowings

16

 

124,101

 

48,798

Deferred revenue

 

 

764

 

764

Salaries and social security payable

17

 

575,734

 

733,131

Benefit plans

 

 

28,291

 

28,291

Tax payable

18

 

10,542

 

16,332

Tax liabilities

19

 

264,160

 

153,415

Provisions

20

 

97,813

 

70,489

Total current liabilities

 

 

6,364,601

 

5,678,321

TOTAL LIABILITIES

 

 

13,301,263

 

11,455,876

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

14,701,279

 

12,980,929

 

 

The accompanying notes are an integral part of these Financial Statements.

 

 

3


 

 

Edenor S.A.

Condensed Interim Statement of Comprehensive Income  

for the three-month period ended March 31, 2016

 presented in comparative form

(Stated in thousands of pesos)

 

 

 

 

 

     

three months at

 

Note

 

03.31.16

 

03.31.15

Revenue

21

 

2,990,120

 

968,615

Electric power purchases

   

(1,317,315)

 

(522,977)

Subtotal

   

1,672,805

 

445,638

Transmission and distribution expenses

22

 

(1,324,825)

 

(704,589)

Gross loss

   

347,980

 

(258,951)

     

 

 

 

Selling expenses

22

 

(288,008)

 

(171,212)

Administrative expenses

22

 

(228,709)

 

(136,944)

Other operating expense, net

23

 

(105,557)

 

(37,356)

Operating loss before higer costs recognition and SE Resolution 32/15

   

(274,294)

 

(604,463)

Income recognition on account of the RTI - SE Resolution 32/15

   

431,047

 

1,333,877

Higher cost recognition – SE Resolution 250/13 and subsequent Notes

   

81,512

 

186,596

Operating profit (loss)

   

238,265

 

916,010

           

Financial income

24

 

26,106

 

15,570

Financial expenses

24

 

(343,639)

 

(180,383)

Other financial results

24

 

(133,190)

 

(28,295)

Net financial expense

   

(450,723)

 

(193,108)

Profit (Loss) before taxes

   

(212,458)

 

722,902

 

         

Income tax

18

 

87,421

 

(253,016)

Profit (Loss) for the period

   

(125,037)

 

469,886

 

         

Basic and diluted earnings (loss) profit per share:

         

Basic and diluted earnings (loss) profit per share

25

 

(0.14)

 

0.52

 

 

The accompanying notes are an integral part of these Financial Statements.

 

4


 

 

Edenor S.A.

Condensed Interim Statement of Changes in Equity

for the three-month period ended March 31, 2016

presented in comparative form

(Stated in thousands of pesos)

 

 

 

 

 

Share capital

 

Adjustment to share capital

 

Treasury stock

 

Adjust- ment to treasury stock

 

Additional paid-in capital

 

Other comprehesive
loss

 

Accumulated deficit

 

Total equity

Balance at December 31, 2014

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

(39,862)

 

(893,107)

 

385,001

                               

Loss for the three-month period

-

 

-

 

-

 

-

 

-

 

-

 

469,886

 

469,886

Balance at March 31, 2015

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

(39,862)

 

(423,221)

 

854,887

Loss for the nine-month complementary
period

-

 

-

 

-

 

-

 

-

 

-

 

672,557

 

672,557

Other comprehensive loss for the year

-

 

-

 

-

 

-

 

-

 

(2,391)

     

(2,391)

Balance at December 31, 2015

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

(42,253)

 

249,336

 

1,525,053

Profit for the three-month period

-

 

-

 

-

 

-

 

-

 

-

 

(125,037)

 

(125,037)

Balance at March 31, 2016

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

(42,253)

 

124,299

 

1,400,016

 

 

The accompanying notes are an integral part of these Financial Statements.

 

 

5


 

 

 

Edenor S.A.

Condensed Interim Statement of Cash Flows

for the three-month period ended March 31, 2016

presented in comparative form

(Stated in thousands of pesos)

 

 

 

 

 

Note

 

03.31.16

 

03.31.15

Cash flows from operating activities

         

Profit (Loss) for the period

   

(125,037)

 

469,886

Adjustments to reconcile net (loss) profit to net cash flows from operating activities:

         

Depreciation of property, plants and equipments

22

 

81,929

 

64,076

Loss on disposals of property, plants and equipments

8

 

1,003

 

369

Net accrued interest

24

 

316,776

 

155,799

Exchange differences

24

 

327,384

 

52,527

Income tax

18

 

(87,421)

 

253,016

Allowance for the impairment of trade and other receivables, net of recovery

   

10,681

 

1,034

Adjustment to present value of receivables

24

 

(289)

 

(2,615)

Provision for contingencies

20

 

60,093

 

19,216

Other expenses - FOCEDE

23

 

13,975

 

8,733

Changes in fair value of financial assets

24

 

(198,760)

 

(24,530)

Accrual of benefit plans

22

 

20,643

 

21,250

Higher cost recognition – SE Resolution 250/13 and subsequent Notes

   

(81,512)

 

(186,596)

Income recognition on account of the RTI - SE Resolution 32/15

   

-

 

(464,803)

Net gain from the repurchase of Corporate Bonds

24

 

(42)

 

-

Income from non-reimbursable customer contributions

23

 

(191)

 

(191)

Changes in operating assets and liabilities:

         

(Increase) in trade receivables

   

(1,399,856)

 

(36,829)

Decrease (Increase) in other receivables

   

805,452

 

(627,871)

Decrease (Increase) in inventories

   

18,057

 

(939)

Increase in deferred revenue

   

13,764

 

13,947

Increase (Decrease) in trade payables

   

(29,957)

 

(253,083)

Decrease in salaries and social security payable

   

(152,645)

 

(121,232)

Decrease in benefit plans

   

(8,811)

 

(10,965)

Increase (Decrease) in tax liabilities

   

103,572

 

(4,673)

Increase (Decrease) in other payables

   

538,812

 

(111,802)

Funds obtained from the program for the rational use of electric power (PUREE) (SE Resolution No. 1037/07)

   

-

 

25,612

Net decrease in provisions

   

(11,216)

 

(5,048)

Subtotal before variations of debts with Cammesa

   

216,404

 

(765,712)

Increase in account payable and mutuum with Cammesa

   

267,351

 

1,404,932

Net cash flows generated by operating activities

   

483,755

 

639,220

 

 

 

6


 

 

 

Edenor S.A.

Condensed Interim Statement of Cash Flows

for the three-month period ended March 31, 2016

presented in comparative form (continued)

(Stated in thousands of pesos)

 

 

 

 

 

Note

 

03.31.16

 

03.31.15

Cash flows from investing activities

         

Payment of property, plants and equipments

   

(427,961)

 

(197,067)

Net (payment for) collection of purchase / sale of financial assets at fair value

   

(8,344)

 

(494,482)

Collection of receivables from sale of subsidiaries

   

1,962

 

-

Net cash flows used in investing activities

   

(434,343)

 

(691,549)

           

Cash flows from financing activities

         

Payment of principal on loans

16

 

(4,475)

 

-

Net cash flows used in financing activities

   

(4,475)

 

-

           

Increase (Decrease) in cash and cash equivalents

   

44,937

 

(52,329)

           

Cash and cash equivalents at the beginning of year

12

 

128,952

 

179,080

Exchange differences in cash and cash equivalents

   

(2,613)

 

(668)

Increase (Decrease) in cash and cash equivalents

   

44,937

 

(52,329)

Cash and cash equivalents at the end of the period

12

 

171,276

 

126,083

 

 

 

Supplemental cash flows information

         

Non-cash activities

         
           

Financial costs capitalized in property, plants and equipments

8

 

(61,653)

 

(55,912)

           

Acquisitions of property, plant and equipment through increased trade payables

   

(139,168)

 

(81,310)

           

Increase (Decrease) from offsetting of PUREE-related liability against receivables (SE Resolution 250/13, subsequent Notes and SE Resolution 32/15)

   

-

 

10,619

           

Increase (Decrease) from offsetting of liability with CAMMESA for electricity purchases against receivables (SE Resolution 250/13, subsequent Notes and SE Resolution 32/15)

   

-

 

(196,906)

 

 

The accompanying notes are an integral part of these Financial Statements.

 

 

7


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form

 

1.                   General information

 

History and development of the Company

 

Edenor S.A. was organized on July 21, 1992 by Decree No. 714/92 in connection with the privatization and concession process of the distribution and sale of electric power carried out by SEGBA.

 

By means of an International Public Bidding, the PEN awarded 51% of the Company’s capital stock, represented by the Class "A" shares, to the bid made by EASA, the parent company of Edenor S.A. The award as well as the transfer contract were approved on August 24, 1992 by Executive Order No. 1,507/92 of the Federal Executive Power.

 

On September 1, 1992, EASA took over the operations of EDENOR S.A.

 

The corporate purpose of EDENOR S.A. is to engage in the distribution and sale of electricity within the concession area. Furthermore, among other activities, the Company may subscribe or acquire shares of other electricity distribution companies, subject to the approval of the regulatory agency, assign the use of the network to provide electricity transmission or other voice, data and image transmission services, and render advisory, training, maintenance, consulting, and management services and know-how related to the distribution of electricity both in Argentina and abroad. These activities may be conducted directly by EDENOR S.A. or through subsidiaries or related companies. In addition, the Company may act as trustee of trusts created under Argentine laws.

 

 

The Company’s economic and financial situation

 

In fiscal year 2015, the Company recorded positive operating and net results, thus reversing its negative economic and financial situation of the last years. This improvement has been achieved as a consequence of the issuance by the SE on March 13, 2015 of Resolution 32/15, which addressed the need for the adjustment of the distribution companies’ resources and considered that the adoption of urgent and temporary measures were necessary in order to maintain the normal provision of the public service, object of the concession.

 

In spite of the deterioration of the economic and financial equation over the last years, the Company has been able to reasonably maintain the quality of the electricity distribution service and satisfy the constant year-on-year increase in the demand for electricity that has accompanied the economic growth and the rise in the standard of living. The imbalance of the business equation was caused by the delay in the compliance with certain obligations under the Adjustment Agreement, especially with regard to both the recognition of the semiannual rate adjustments resulting from the MMC, and the carrying out of the RTI, mitigated by the adoption of certain temporary measures. In this regard, the Company has absorbed the higher costs associated with the provision of the service and complied with the execution of the investment plan and the carrying out of the essential operation and maintenance works that are necessary to maintain the provision of the public service in a satisfactory manner in terms of quality and safety.

 

Taking into account the above-described situation, on December 16, 2015, the Executive Power issued Executive Order No. 134, which declared the state of emergency in the country’s electricity sector and authorized the MEyM to implement a plan of action for the generation, transmission and distribution of electricity at national level and guarantee the provision of the electricity public service under adequate economic and technical conditions.

 

As part of the measures aimed at the restructuring of the electricity sector, in January 2016, the MEyM issued Resolutions Nos. 6 and 7 and the ENRE its Resolution No. 1, pursuant to which a new electricity rate system was implemented aimed not only to improve the distribution companies’ revenue in order for them to be able to make investments and carry out network maintenance and expansion works, but also to reflect the approved new generation cost. This new electricity rate system protects those sectors that cannot afford the full cost of the service through the creation of a “Social Tariff”, is accompanied by a program aimed at reducing the consumption of electricity and provides for the billing of electricity consumption on a monthly basis in order to soften the impact of the increases on customers.

 

 

8


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

 

At the same time, the aforementioned Resolution No. 7 instructs the ENRE to take all the necessary steps to conclude the RTI before December 31, 2016. In this regard, on April 1, 2016, the ENRE issued Resolution No. 55/2016 which approves the program for the Review of the distribution tariff for the current year and establishes the criteria and methodologies for both the process and the compensation and penalty system (Note 2.a).

 

Despite these advances, as of March 31, 2016, the Company continues to record a working capital deficit of $1.5 billion, which includes the amount owed to CAMMESA for $3 billion plus interest accrued as of March 31, 2016, in respect of which the Company has submitted a proposal of payment based on its available and projected cash flows, and subject to certain conditions being met, such as the approval of a new electricity rate schedule resulting from the completion of the RTI process and the absence of precautionary measures that could prevent its application. As of the date of issuance of these financial statements, CAMMESA’s reply has not yet been received.

 

Faced with this scenario, the Company Board of Directors is assessing the sufficiency of the financial resources granted to cover the operation costs, the investment plans and debt interest payments, as well as the impact of the different variables that affect the Company’s business, such as behavior of the demand, losses, delinquency, penalties and service quality, among others.

 

 

2.                  Regulatory framework

 

At the date of issuance of these condensed interim financial statements, there are no significant changes with respect to the situation reported by the Company as of December 31, 2015, except for the following:

 

a)      Tariff Structure Review

 

By means of MEyM Resolution No. 7/16, SE Resolution 32/15 was repealed and the ENRE was instructed to adopt measures, within its field of competence, to conclude the RTI before December 31, 2016.

 

On April 1, 2016, the ENRE issued Resolution No. 55/16, which approves the program for the Review of the distribution tariff for the current year, establishing the criteria and methodologies for both the RTI process and the compensation and penalty system, together with a tentative schedule with a detail of the work plan to be submitted.

 

As mentioned in the financial statements as of December 31, 2015, in the Company’s opinion, the RTI must include, in addition to the definitive Electricity Rate Schedules, a review of costs, the required quality levels and other rights and obligations that would lead to an updated Concession Agreement, which, in turn, must provide for the definitive treatment to be given to all those issues, about which a decision is still pending, resulting from the non-compliance with the Adjustment Agreement, including the remaining balances and other effects caused by the partial measures adopted.

 

These issues, among other, are the following:

 

i)          the treatment to be given to the remaining balances of the amounts received for the fulfillment of the Investment plan through the Loans for consumption (Mutuums) granted to cover the insufficiency of the funds deriving from the FOCEDE;

 

ii)        the conditions for the settlement of the balance outstanding with CAMMESA at the date of issuance of Resolution 32/15, for which purpose the Company has submitted a payment plan;

 

iii)      the termination and liquidation of the FOCEDE in order to reach an agreement on the transfer thereof to the trustee and beneficiary.

 

iv)      the treatment to be given to the Penalties and Discounts determined prior and subsequent to the signing of the Adjustment Agreement.

 

 

 

9


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

b)      Penalties

 

The ENRE is empowered to control the quality levels of the technical product and service, the commercial service and the compliance with public safety regulations, as stipulated in the Concession Agreement. If the Distribution Company fails to comply with the obligations assumed, the ENRE will be entitled to apply the penalties stipulated in the aforementioned Agreement.

 

By means of ENRE Note 120,151, dated April 15, 2016, which establishes the new criterion to calculate penalties, the Company is informed of the payment in Argentine pesos of the penalties stated in kWh.

 

In those cases in which a penalty is imposed due to a deficiency in the quality of the  commercial or technical service product, public safety or any non-compliance with the concession agreement, the kWh values must be applied to the calculation of the penalty amount, with average rate, cost of non-supplied electricity or any other economic parameter that could have been defined for such purposes, being the value in effect at the last day of the six-month period or analyzed period in which the event to be penalized is detected, with the increases recorded in the remuneration as a result of the increases and adjustments granted as of that date. The resulting amount will accrue interest at the 30-day lending rate of Banco Nación Argentina from such date to the date on which the customer’s account is effectively credited.

 

Based on these guidelines, as of March 31, 2016, the Company adjusted the penalties accrued and not yet issued based on ENRE Note 120,151, by applying the lending rate of Banco Nación Argentina to the amounts determined on the basis of the electricity rate effectively paid by customers at the end of the six-month period in which the penalizable event occurred. This caused an increase in the recorded liability of $ 129 million.

 

Additionally, considering the aforementioned ENRE Note, the Company is evaluating with the regulatory authority the scope of the provisions thereof with regard to all the penalties recorded by the Company. This includes, for example, clarifying the ENRE’s criterion to define what constitutes “remuneration” for purposes of determining the penalties accrued prior to April 15, 2016 and not yet issued, as well as the obligation to accrue interest on the penalties issued until the date of their cancellation or payment. If the term “remuneration” were interpreted by the ENRE as to include all the amounts received by the Company in the form of, for example, government grants, or if the accrual of interest on penalties issued were, in the ENRE’s opinion, applicable, the amount of the provision for penalties could increase significantly (in the range of 3-5 times greater).

 

The stance of the Company Board of Directors is that the adjustment of the penalties, whether due to the aforementioned Note or to other situations, including the accrual of interest included in said Note, should not be applied to the Company inasmuch as the delays incurred are the result of the regulatory authority’s delay in issuing those penalties. Additionally, in this same regard, the Company believes that it is being penalized based on the quality levels required by the Concession Agreement, which could not be complied with not because of Edenor’s decision but because of the situation generated by the Grantor of the Concession’s non-compliance with the provisions of said agreement.

 

Compensation payable to Customers

On March 21, 2016, the ENRE issued Resolution 31/2016, pursuant to which it was provided that each small-demand residential customer (T1R) who had been affected by the power outages occurred between February 12 and 18 of the current year be paid a compensation of (i) six hundred pesos if the power cut lasted more than 12 continuous hours but did not exceed 24 continuous hours; (ii) nine hundred thirty-one pesos if the power cut lasted more than 24 continuous hours but did not exceed 48 hours; and (iii) one thousand sixty-five pesos if the power cut lasted more than 48 continuous hours.

 

The total amount of the compensation payable to customers by way of discounts amounts to $ 73 million, which has begun to be credited to customer bills issued as from April 25, 2016.

 

 

 

10


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

3.                  Basis of preparation

 

These condensed interim financial statements for the three-month period ended March 31, 2016 have been prepared in accordance with the provisions of IAS 34 “Interim Financial Reporting”.

 

This condensed interim financial information must be read together with the Company’s financial statements as of December 31, 2015, which have been prepared in accordance with IFRS. These condensed interim financial statements are stated in thousands of Argentine pesos, unless specifically indicated otherwise. They have been prepared under the historical cost convention, as modified by the measurement of financial assets at fair value through profit or loss.

 

The condensed interim financial statements for the three-month period ended March 31, 2016 have not been audited. The Company Management estimates that they include all the necessary adjustments to fairly present the results of operations for the period. The results of operations for the three-month period ended March 31, 2016 do not necessarily reflect the Company’s results in proportion to the full fiscal year.

 

These condensed interim financial statements were approved for issue by the Company Board of Directors on May 10, 2016.

 

 

Comparative information

 

The balances as of December 31, 2015 and for the three-month period ended March 31, 2015, disclosed in these condensed interim financial statements for comparative purposes, arise from the financial statements as of those dates.

 

 

4.                  Accounting policies

 

The accounting policies adopted for these condensed interim financial statements are consistent with those used in the preparation of the financial statements for the last financial year, which ended on December 31, 2015, except for those mentioned below.

 

There are no new IFRS or IFRIC applicable as from the current period that have a material impact on the Company’s condensed interim financial statements.

 

These condensed interim financial statements must be read together with the audited financial statements as of December 31, 2015 prepared under IFRS.

 

New standards, amendments and interpretations not effective and not early adopted by the Company:

 

-        IFRS 16 “Leases”: On January 13, 2016, the IASB published IFRS 16, which replaces the current guidance in IAS 17. The standard defines a lease as a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration. The standard requires the recognition of a lease liability that reflects future lease payments and a ‘right-of-use asset’ for almost all lease contracts. This is a significant change compared to IAS 17 under which lessees were required to make a distinction between a finance lease (reported on the balance sheet) and an operating lease (off balance sheet). IFRS 16 contains an optional exemption for certain short-term leases and leases of low-value assets; however, this exemption can only be applied by lessees. IFRS 16 is effective for annual reporting periods beginning on or after 1 January 2019.

 

 

11


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

5.                  Financial risk management

 

The Company’s activities and the market in which it operates expose the Company to a series of financial risks: market risk (including currency risk, cash flows interest rate risk, fair value interest rate risk and price risk), credit risk and liquidity risk.

 

There have been no significant changes in the Company’s risk management policies since the last fiscal year end.

 

Financial risk factors

 

               i.          Currency risk 

 

As of March 31, 2016 and December 31, 2015, the Company’s balances in foreign currency are as follow:

 

   

Currency

 

Amount in foreign currency

 

Exchange rate (1)

 

Total
03.31.16

 

Total
12.31.15

           

ASSETS

         

 

       

CURRENT ASSETS

         

 

       

Other receivables

 

USD

 

365

 

14.600

 

5,333

 

11,193

Cash and cash equivalents

 

USD

 

270

 

14.600

 

3,935

 

10,607

   

EUR

 

12

 

16.608

 

199

 

181

TOTAL CURRENT ASSETS

     

647

     

9,467

 

21,981

TOTAL ASSETS

     

647

 

 

 

9,467

 

21,981

           

 

       

LIABILITIES

         

 

       

NON-CURRENT LIABILITIES

         

 

       

Borrowings

 

USD

 

179,525

 

14.700

 

2,639,016

 

2,341,098

Related parties

 

USD

 

9,193

 

14.700

 

135,137

 

119,877

TOTAL NON-CURRENT LIABILITIES

     

188,718

 

 

 

2,774,153

 

2,460,975

CURRENT LIABILITIES

         

 

       

Trade payables

 

USD

 

10,039

 

14.700

 

147,567

 

185,900

   

EUR

 

1,016

 

16.758

 

17,032

 

12,063

   

CHF

 

30

 

15.328

 

465

 

397

   

NOK

 

68

 

1.788

 

122

 

101

Borrowings

 

USD

 

8,055

 

14.700

 

118,418

 

46,688

Related parties

 

USD

 

387

 

14.700

 

5,683

 

2,110

TOTAL CURRENT LIABILITIES

     

19,595

     

289,287

 

247,259

TOTAL LIABILITIES

     

208,313

 

 

 

3,063,440

 

2,708,234

 

(1)    The exchange rates used are those of Banco Nación in effect as of March 31, 2016 for US Dollars (USD), Euros (EUR), Swiss Francs (CHF) and Norwegian Krones (NOK).  

 

        ii.               Fair value estimate

 

The Company classifies the measurements of financial instruments at fair value using a fair value hierarchy that reflects the relevance of the variables used to carry out such measurements. The fair value hierarchy has the following levels:

 

-          Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

-          Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from the prices).

 

-          Level 3: inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

 

12


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

The table below shows the Company’s financial assets measured at fair value as of March 31, 2016 and December 31, 2015:

 

 

   

LEVEL 1

 

LEVEL 2

 

LEVEL 3

 

TOTAL

At March 31, 2016

               

Assets

               
                 

Cash and cash equivalents

               

Money market funds

 

141,378

 

-

 

-

 

141,378

Financial assets at fair value through profit or loss:

               

Government bonds

 

423,407

 

-

 

-

 

423,407

Money market funds

 

1,374,495

 

-

 

-

 

1,374,495

Derivative financial instruments

 

-

 

5,665

 

-

 

5,665

Total assets

 

1,939,280

 

5,665

 

-

 

1,944,945

                 

At December 31, 2015

               

Assets

               

Cash and cash equivalents

               

Money market funds

 

93,488

 

-

 

-

 

93,488

Financial assets at fair value through profit or loss:

               

Government bonds

 

370,161

 

-

 

-

 

370,161

Money market funds

 

1,213,840

 

-

 

-

 

1,213,840

Derivative financial instruments

 

-

 

197

 

-

 

197

Total assets

 

1,677,489

 

-

 

-

 

1,677,686

 

 

6.                  Critical accounting estimates and judgments

 

The preparation of the condensed interim financial statements requires the Company Management to make estimates and assessments concerning the future, exercise critical judgments and make assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities and revenues and expenses.

 

These estimates and judgments are permanently evaluated and are based upon past experience and other factors that are reasonable under the existing circumstances. Future actual results may differ from the estimates and assessments made at the date of preparation of these condensed interim financial statements.

 

Except for that mentioned in Note 2.b, in the preparation of these condensed interim financial statements, there have been no changes in either the critical judgments made by the Company when applying its accounting policies or the information sources of estimation uncertainty with respect to those applied in the financial statements for the year ended December 31, 2015.

 

7.                  Contingencies and lawsuits

 

At the date of issuance of these condensed interim financial statements, there are no significant changes with respect to the situation reported by the Company in the financial statements as of December 31, 2015.

 

 

 

13


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

8.                  Property, plant and equipment

 

 

 

Lands and buildings

 

Substations

 

High, medium and low voltage lines

 

Meters and Transformer chambers and platforms

 

Tools, Furniture, vehicles, equipment, communications and advances to suppliers

 

Construction in process

 

Supplies and spare parts

 

Total

At 12.31.15

                               

Cost

 

202,381

 

1,674,336

 

4,809,485

 

2,232,104

 

1,254,245

 

2,512,113

 

188,602

 

12,873,266

Accumulated depreciation

 

(56,376)

 

(576,740)

 

(2,054,733)

 

(839,389)

 

(460,239)

 

-

 

-

 

(3,987,477)

Net amount

 

146,005

 

1,097,596

 

2,754,752

 

1,392,715

 

794,006

 

2,512,113

 

188,602

 

8,885,789

                                 

Additions

 

-

 

-

 

15

 

28

 

52,515

 

559,651

 

16,573

 

628,782

Disposals

 

-

 

-

 

(405)

 

(598)

 

-

 

-

 

-

 

(1,003)

Transfers

 

5,119

 

163,916

 

221,372

 

52,687

 

3,486

 

(446,580)

 

-

 

-

Depreciation for the period

 

(2,784)

 

(11,505)

 

(29,308)

 

(17,801)

 

(20,531)

 

-

 

-

 

(81,929)

Net amount 03.31.16

 

148,340

 

1,250,007

 

2,946,426

 

1,427,031

 

829,476

 

2,625,184

 

205,175

 

9,431,639

                                 

At 03.31.16

                               

Cost

 

207,500

 

1,838,253

 

5,028,500

 

2,284,221

 

1,310,245

 

2,625,184

 

205,175

 

13,499,078

Accumulated depreciation

 

(59,160)

 

(588,246)

 

(2,082,074)

 

(857,190)

 

(480,769)

 

-

 

-

 

(4,067,439)

Net amount

 

148,340

 

1,250,007

 

2,946,426

 

1,427,031

 

829,476

 

2,625,184

 

205,175

 

9,431,639

 

 

·            During the period ended March 31, 2016, direct costs capitalized amounted to $ 69.2 million.

 

·            Financial costs capitalized for the period ended March 31, 2016 amounted to $ 61.7 million.

 

 

 

14


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

 

 

 

Lands and buildings

 

Substations

 

High, medium and low voltage lines

 

Meters and Transformer chambers and platforms

 

Tools, Furniture, vehicles, equipment, communications and advances to suppliers

 

Construction in process

 

Supplies and spare parts

 

Total

At 12.31.14

                               

Cost

 

162,192

 

1,444,310

 

4,086,201

 

1,953,167

 

632,114

 

1,960,435

 

136,188

 

10,374,607

Accumulated depreciation

 

(44,821)

 

(536,338)

 

(1,962,744)

 

(773,126)

 

(405,096)

 

-

 

-

 

(3,722,125)

Net amount

 

117,371

 

907,972

 

2,123,457

 

1,180,041

 

227,018

 

1,960,435

 

136,188

 

6,652,482

                                 

Additions

 

-

 

-

 

9,599

 

-

 

-

 

310,298

 

14,392

 

334,289

Disposals

 

-

 

-

 

(334)

 

(35)

 

-

 

-

 

-

 

(369)

Transfers

 

4,897

 

38,221

 

167,611

 

46,635

 

3,592

 

(260,956)

 

-

 

-

Depreciation for the period

 

(2,538)

 

(9,684)

 

(24,285)

 

(15,703)

 

(11,866)

 

-

 

-

 

(64,076)

Net amount 03.31.15

 

119,730

 

936,509

 

2,276,048

 

1,210,938

 

218,744

 

2,009,777

 

150,580

 

6,922,326

                                 

At 03.31.15

                               

Cost

 

167,090

 

1,482,531

 

4,260,759

 

1,999,738

 

635,707

 

2,009,777

 

150,580

 

10,706,182

Accumulated depreciation

 

(47,360)

 

(546,022)

 

(1,984,711)

 

(788,800)

 

(416,963)

 

-

 

-

 

(3,783,856)

Net amount

 

119,730

 

936,509

 

2,276,048

 

1,210,938

 

218,744

 

2,009,777

 

150,580

 

6,922,326

 

·            During the period ended March 31, 2015, direct costs capitalized amounted to $ 52.3 million.

 

·            Financial costs capitalized for the period ended March 31, 2015 amounted to $ 55.9 million.

 

 

15


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

9.                  Other receivables

 

 

Note

 

03.31.16

 

12.31.15

Non-current:

         
     

-

 

-

Minimum national income tax

   

74,056

 

74,056

Financial credit

   

73,558

 

72,656

Related parties

26.c

 

7,437

 

7,065

Total Non-current

   

155,051

 

153,777

           

Current:

         

Prepaid expenses

   

8,177

 

3,473

Credit form Income recognition on account of the RTI - SE Resolution 32/15

   

-

 

650,938

Value added tax

   

119,139

 

248,364

Advances to suppliers

   

3,201

 

20,762

Advances to personnel

   

10,061

 

1,047

Security deposits

   

7,493

 

6,933

Financial credit

   

16,981

 

16,362

Receivable with FOCEDE (1)

   

86,890

 

49,536

Receivables from electric activities

   

82,380

 

65,694

Related parties

26.c

 

761

 

7,076

Guarantee deposits on derivative financial
instruments

27,868

 

16,555

Judicial deposits

   

10,482

 

10,482

Other

   

486

 

390

Allowance for the impairment of other receivables

   

(19,564)

 

(17,752)

Total Current

   

354,355

 

1,079,860

 

 

 

(1)  As of March 31, 2016, the net position held by the Company with the FOCEDE is comprised of the following:

 

 

     

03.31.16

 

12.31.15

Fixed charge Res. 347/12 collected from customers and not transferred

   

-

 

(7,204)

Funds received in excess of that transferred to FOCEDE from fixed charge Res. 347/12

   

234,550

 

191,722

Outstanding receivables from extraordinary Investment Plan

   

18,281

 

18,281

Provision for FOCEDE expenses

   

(165,941)

 

(153,263)

     

86,890

 

49,536

 

 

 

 

16


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

 

The roll forward of the allowance for the impairment of other receivables is as follows:

 

 

     

03.31.16

 

12.31.15

Balance at beginning of year

   

17,752

 

16,647

Increase

   

1,812

 

1,105

Decrease

   

-

 

-

Recovery

   

-

 

-

Balance at end of the period

   

19,564

 

17,752

 

 

10.               Trade receivables

 

 

     

03.31.16

 

12.31.15

Current:

         

Sales of electricity - Billed (1)

   

1,101,584

 

709,568

Sales of electricity – Unbilled

   

1,234,157

 

216,012

Framework Agreement

   

73,097

 

73,097

National Fund of Electricity

   

-

 

-

Fee payable for the expansion of the transportation and others

   

21,279

 

20,842

Receivables in litigation

   

23,047

 

22,847

Allowance for the impairment of trade receivables

   

(77,832)

 

(79,361)

Total Current

   

2,375,332

 

963,005

 

 

 

The roll forward of the allowance for the impairment of trade receivables is as follows:

 

 

     

03.31.16

 

12.31.15

Balance at beginning of year

   

79,361

 

84,562

Increase

   

8,869

 

22,979

Decrease

   

(10,398)

 

(28,180)

Balance at end of the period

   

77,832

 

79,361

 

 

 

11.                Financial assets at fair value through profit or loss

 

 

     

03.31.16

 

12.31.15

Non-current

         

Government bonds

   

-

 

-

Total Non-current

   

-

 

23,567

 

 

 

 

     

03.31.16

 

12.31.15

Current

         

Government bonds

   

423,407

 

346,594

Money market funds

   

1,374,495

 

1,213,840

Total current

   

1,797,902

 

1,560,434

 

 

 

 

17


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

12.               Cash and cash equivalents

 

   

03.31.16

 

12.31.15

 

03.31.15

Cash and banks

 

29,898

 

35,464

 

22,717

Time deposits

 

-

 

-

 

5,003

Money market funds

 

141,378

 

93,488

 

98,363

Total cash and cash equivalents

 

171,276

 

128,952

 

126,083

 

 

 

13.               Share capital and additional paid-in capital

 

As of March 31, 2016, the Company’s share capital amounts to 906,455,100 shares, divided into 462,292,111 common, book-entry Class A shares with a par value of one peso each and the right to one vote per share; 442,210,385 common, book-entry Class B shares with a par value of one peso each and the right to one vote per share; and 1,952,604 common, book-entry Class C shares with a par value of one peso each and the right to one vote per share.

 

 

14.               Trade payables

 

 

   

03.31.16

 

12.31.15

Non-current

       

Customer guarantees

 

69,560

 

67,509

Customer contributions

 

105,147

 

105,757

Funding contributions - substations

 

51,700

 

51,700

Total Non-current

 

226,407

 

224,966

         

Current

       

Payables for purchase of electricity - CAMMESA

 

2,981,615

 

2,714,263

Provision for unbilled electricity purchases - CAMMESA

 

1,299,022

 

646,183

Suppliers

 

632,020

 

817,891

Customer contributions

 

47,157

 

147,775

Discounts to customers

 

125,809

 

125,809

Funding contributions - substations

 

23,781

 

23,506

Total Current

 

5,109,404

 

4,475,427

 

 

 

15.               Other payables

 

 

   

03.31.16

 

12.31.15

Non-current

       

Loans (mutuum) with CAMMESA

 

1,160,756

 

1,099,760

ENRE penalties and discounts

 

1,585,709

 

1,004,043

Liability with FOTAE

 

160,038

 

155,752

Payment agreements with ENRE

 

123,119

 

132,323

Total Non-current

 

3,029,622

 

2,391,878

         

Current

       

ENRE penalties and discounts

 

60,087

 

62,720

Related parties (Note 26.c)

 

2,920

 

3,447

Advances for works to be performed

 

31,466

 

31,462

Payment agreements with ENRE

 

58,251

 

54,006

Other

 

1,068

 

39

Total Current

 

153,792

 

151,674

 

 

18


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

16.               Borrowings

 

   

03.31.16

 

12.31.15

Non-current

       

Corporate notes (1)

 

2,639,016

 

2,341,098

Related parties (Note 26.d)

 

135,137

 

119,877

Total non-current

 

2,774,153

 

2,460,975

         

Current

       

Interest

 

118,418

 

46,688

Related parties (Note 26.d)

 

5,683

 

2,110

Total current

 

124,101

 

48,798

 

(1)  Net of debt repurchase and issuance expenses.

 

 

17.               Salaries and social security taxes payable

 

   

03.31.16

 

12.31.15

Non-current

       

Early retirements payable

 

5,213

 

6,324

Seniority-based bonus

 

79,578

 

73,715

Total non-current

 

84,791

 

80,039

         

Current

       

Salaries payable and provisions

 

440,937

 

639,293

Social security payable

 

130,457

 

89,331

Early retirements payable

 

4,340

 

4,507

Total current

 

575,734

 

733,131

 

 

18.               Income tax and tax on minimum presumed income / Deferred tax

 

At the date of issuance of these condensed interim financial statements, there are no significant changes with respect to the situation reported by the Company as of December 31, 2015, except for the following:

 

   

03.31.16

 

12.31.15

Non-current

       

Tax payable

 

155,346

 

-

Total non-current

 

155,346

 

-

         

Current

       

Tax payable

 

10,542

 

16,332

Total current

 

10,542

 

16,332

 

 

 

 

19


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

 

 

 

03.31.16

 

12.31.15

Deferred tax assets

     

Inventories

490

 

309

Trade receivables and other receivables

52,956

 

42,812

Trade payables and other payables

549,108

 

333,342

Salaries and social security payable

21,463

 

18,923

Benefit plans

85,578

 

81,437

Tax liabilities

14,896

 

14,465

Provisions

132,629

 

115,522

Deferred tax asset

857,120

 

606,810

       

Deferred tax liabilities

     

Property, plants and equipments

(505,546)

 

(505,528)

Trade receivables and other receivables

(1,482)

 

(1,482)

Trade payables and other payables

(403)

 

(403)

Financial assets at fair value through profit or loss

(47,466)

 

(39,608)

Borrowings

(9,408)

 

(9,741)

Deferred tax liability

(564,305)

 

(556,762)

       

Net deferred tax assets

292,815

 

50,048

 

 

The detail of the income tax charge is as follows:

 

 

03.31.16

 

03.31.15

Deferred tax

 

242,767

 

24,934

Current tax

 

(155,346)

 

(277,950)

Income tax expense

 

87,421

 

(253,016)

 

 

 

 

 

 

 

 

 

 

   

03.31.16

 

03.31.15

Profit (Loss) for the period before taxes

 

(212,458)

 

722,902

Applicable tax rate

 

35%

 

35%

Profit (Loss) for the period at the tax rate

 

74,360

 

(253,016)

Non-taxable income / Non-deductible loss

 

13,061

 

-

Income tax expense

 

87,421

 

(253,016)

 

 

 

 

20


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

 

 

19.               Tax liabilities

 

   

03.31.16

 

12.31.15

Non-current

       

Tax regularization plan

 

1,611

 

1,922

Total Non-current

 

1,611

 

1,922

         

Current

       

Provincial, municipal and federal contributions and taxes

 

183,094

 

73,805

Tax withholdings

 

31,785

 

32,750

SUSS withholdings

1,961

 

-

Municipal taxes

 

45,418

 

44,983

Tax regularization plan

 

1,902

 

1,877

Total Current

 

264,160

 

153,415

 

 

20.              Provisions

 

 

 

Non-current liabilities

Current liabilities

 

 

Contingencies

 

Contingencies

At 12.31.15

 

259,573

 

70,489

Increases

 

21,556

 

38,537

Decreases

 

(3)

 

(11,213)

At 03.31.16

 

281,126

 

97,813

 

At 12.31.14

 

112,095

 

24,068

         

Increases

 

15,590

 

3,626

Decreases

 

-

 

(5,048)

At 03.31.15

 

127,685

 

22,646

 

 

21.               Revenue from sales

 

   

03.31.16

 

03.31.15

Sales of electricity (1)

 

2,965,534

 

949,775

Right of use on poles

 

22,855

 

17,691

Connection charges

 

1,509

 

876

Reconnection charges

 

222

 

273

Total Revenue from sales

 

2,990,120

 

968,615

 

(1) Includes revenue from the application of Resolution 347/12 for $ 274.4 million and $ 140.9 million for the three-month periods ended March 31, 2016 and 2015, respectively.

 

 

 

21


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

22.              Expenses by nature

 

The detail of the expenses by nature is as follows:

 

Description

 

Transmission and distribution expenses

 

Selling expenses

 

Administrative expenses

 

Total

Salaries and social security taxes

 

542,701

 

83,974

 

86,221

 

712,896

Pension plans

 

15,715

 

2,432

 

2,496

 

20,643

Communications expenses

 

6,548

 

16,434

 

870

 

23,852

Allowance for the impairment of trade and other receivables

 

-

 

10,681

 

-

 

10,681

Supplies consumption

 

70,268

 

-

 

8,924

 

79,192

Leases and insurance

 

116

 

-

 

19,631

 

19,747

Security service

 

2,653

 

129

 

26,829

 

29,611

Fees and remuneration for services

 

94,318

 

87,500

 

69,134

 

250,952

Public relations and marketing

 

-

 

-

 

2,789

 

2,789

Advertising and sponsorship

 

-

 

-

 

1,437

 

1,437

Reimbursements to personnel

 

248

 

48

 

131

 

427

Depreciation of property, plants and
equipments

65,454

 

12,422

 

4,053

 

81,929

Directors and Supervisory Committee
members’ fees

-

 

-

 

1,320

 

1,320

ENRE penalties

 

526,691

 

58,728

 

-

 

585,419

Taxes and charges

 

-

 

15,633

 

3,107

 

18,740

Other

 

113

 

27

 

1,767

 

1,907

At 03.31.16

 

1,324,825

 

288,008

 

228,709

 

1,841,542

 

The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment as of March 31, 2016 for $ 69.2 million.

 

Salaries and social security charges: on January 18, 2016, the Company entered into two agreements, one with the Sindicato de Luz y Fuerza de Capital Federal (Electric Light and Power Labor Union Federal Capital) and another one with the Asociación del Personal Superior de Empresas de Energía (Association of Supervisory Personnel of Energy Companies), pursuant to which the Company agreed to grant, on a voluntary and one-time basis, an extraordinary bonus of $ 5,000 to all the employees subject to the collective bargaining agreements of the aforementioned union/association. The bonus was paid in two installments of $ 2,000 and $ 3,000 on January 21 and March 21, 2016, respectively. The payment of the aforementioned bonus was extended to all Company employees. The total recorded charge amounted to $24.9 million.

 

 

22


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

 

Description

 

Transmission and distribution expenses

 

Selling expenses

 

Administrative expenses

 

Total

Salaries and social security taxes

 

372,640

 

61,729

 

71,346

 

505,715

Pension plans

 

15,658

 

2,594

 

2,998

 

21,250

Communications expenses

 

2,919

 

10,211

 

619

 

13,749

Allowance for the impairment of trade and other receivables

 

-

 

6,569

 

-

 

6,569

Supplies consumption

 

56,565

 

-

 

4,340

 

60,905

Leases and insurance

 

124

 

-

 

13,189

 

13,313

Security service

 

11,639

 

10

 

5,476

 

17,125

Fees and remuneration for services

 

131,190

 

72,407

 

29,939

 

233,536

Public relations and marketing

 

-

 

-

 

1,106

 

1,106

Advertising and sponsorship

 

-

 

-

 

570

 

570

Reimbursements to personnel

 

261

 

46

 

211

 

518

Depreciation of property, plants and
equipments

55,108

 

6,302

 

2,666

 

64,076

Directors and Supervisory Committee
members’ fees

-

 

-

 

765

 

765

ENRE penalties

 

58,439

 

110

 

-

 

58,549

Taxes and charges

 

-

 

11,210

 

2,935

 

14,145

Other

 

46

 

24

 

784

 

854

At 03.31.15

 

704,589

 

171,212

 

136,944

 

1,012,745

                 

 

The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment as of March 31, 2015 for $ 52.3 million.

 

 

23.              Other operating expense, net

 

   

03.31.16

 

03.31.15

Other operating income

       

Services provided to third parties

 

7,122

 

16,845

Commissions on municipal taxes collection

 

4,129

 

3,317

Recovery of allowance of trade receivables and other receivables

 

-

 

5,535

Income from non-reimbursable customer
contributions

 

191

 

191

Others

 

2,128

 

953

Total other operating income

 

13,570

 

26,841

         

Other operating expense

       

Net expense from technical services

 

(4,761)

 

(2,707)

Gratifications for services

 

(6,417)

 

(3,247)

Cost for services provided to third parties

 

(3,346)

 

(7,493)

Severance paid

 

(4,598)

 

(2,413)

Debit and Credit Tax

 

(24,817)

 

(19,715)

Other expenses - FOCEDE

 

(13,975)

 

(8,733)

Provision for contingencies

 

(60,093)

 

(19,216)

Disposals of property, plant and equipment

 

(1,003)

 

(369)

Related parties (Note 26.b)

 

-

 

(20)

Other

 

(117)

 

(284)

Total other operating expense

 

(119,127)

 

(64,197)

 

 

 

23


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

24.              Net financial expense

 

   

03.31.16

 

03.31.15

Financial income

 

 

   

Commercial interest

 

17,655

 

11,355

Financial interest

 

8,451

 

4,215

Total financial income

 

26,106

 

15,570

 

 

 

 

 

Financial expenses

 

 

 

 

Interest and other (1)

 

(93,691)

 

(54,967)

Fiscal interest

 

(1,073)

 

(2,708)

Commercial interest

 

(248,118)

 

(113,694)

Bank fees and expenses

 

(757)

 

(9,014)

Total financial expenses

 

(343,639)

 

(180,383)

 

 

 

 

 

Other financial results

       

Exchange differences

 

(327,384)

 

(52,527)

Adjustment to present value of receivables

 

289

 

2,615

Changes in fair value of financial assets (2)

 

202,738

 

27,048

Net gain from the repurchase of
Corporate Notes

 

42

 

-

Other financial expense

 

(8,875)

 

(5,431)

Total other financial expense

 

(133,190)

 

(28,295)

Total net financial expense

 

(450,723)

 

(193,108)

 

(1)    Net of interest capitalized as of March 31, 2016 and 2015 for $ 61.7 million and $ 55.9 million, respectively.

 

(2)   Includes changes in the fair value of financial assets on cash equivalents as of March 31, 2016 and 2015 for $ 3.9 million and $ 2.5 million, respectively.

 

 

25.              Basic and diluted (loss) earnings per share

 

Basic

 

The basic (loss) earnings per share are calculated by dividing the result attributable to the holders of the Company’s equity instruments by the weighted average number of common shares outstanding as of March 31, 2016 and 2015, excluding common shares purchased by the Company and held as treasury shares.

 

The basic (loss) earnings per share coincide with the diluted (loss) earnings per share, inasmuch as the Company has issued neither preferred shares nor corporate notes convertible into common shares.

 

   

03.31.16

 

03.31.15

Profit (Loss) for the period attributable to the owners of the Company

 

(125,037)

 

469,886

Weighted average number of common shares outstanding

 

897,043

 

897,043

Basic and diluted earnings (loss) profit per share – in pesos

 

(0.14)

 

0.52

 

 

24


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

26.              Related-party transactions

 

·        The following transactions were carried out with related parties:

 

a.   Income

 

Company

 

Concept

 

03.31.16

 

03.31.15

 

           

EASA

 

Technical advisory services on financial matters

 

(8,861)

 

(5,410)

SACME

 

Operation and oversight of the electric power transmission system

 

(8,529)

 

(7,153)

Salaverri, Dellatorre, Burgio y Wetzler Malbran

 

Legal fees

 

(3,454)

 

(20)

PYSSA

 

Financial and granting of loan services to customers

 

(13)

 

(21)

OSV

 

Hiring life insurance for staff

 

(579)

 

-

PISA

 

Interest Corporate Notes 2022

 

(3,573)

 

-

 

     

(25,009)

 

(12,604)

 

b.   Key management personnel’s remuneration

 

   

03.31.16

 

03.31.15

Salaries

 

40,536

 

26,404

 

 

40,536

 

26,404

 

 

·        The balances with related parties are as follow:

 

c.    Receivables and payables

 

 

 

03.31.16

 

12.31.15

Other receivables - Non current

       

SACME

 

7,437

 

7,065

 

 

7,437

 

7,065

         

Other receivables - Current

       

CYCSA

 

-

 

6,406

SACME

 

761

 

662

PYSSA

 

-

 

8

   

761

 

7,076

 

 

 

03.31.16

 

12.31.15

Other payables

       

SACME

 

(2,920)

 

(3,447)

   

(2,920)

 

(3,447)

 

 

25


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements

as of March 31, 2016 presented in comparative form  (continued)

 

 

d.   Borrowings

 

 

 

03.31.16

 

12.31.15

Borrowings - Non current

       

PISA

 

(135,137)

 

(119,877)

 

 

(135,137)

 

(119,877)

 

       

Borrowings - Current

       

PISA

 

(5,683)

 

(2,110)

 

 

(5,683)

 

(2,110)

 

 

27.              Events after the reporting period

 

Ordinary and Extraordinary Shareholders’ Meeting

 

The Company Ordinary and Extraordinary Shareholders’ Meeting held on April 28, 2016 resolved, among other issues, the following:

 

-          To approve the Annual Report and the Financial Statements of Edenor S.A. as of December 31, 2015;

-          To approve the actions taken by the Directors and Supervisory Committee members, together with the remuneration thereof;

-          To elect the authorities and the external auditors for the current fiscal year;

-          To allocate to the legal reserve an amount of $ 73.3 million, of which $ 64 million relates to the restoring of the reserve used to absorb accumulated losses, and $ 9.3 million to the mandatory allocation;

-          To record a voluntary reserve in accordance with the terms of section 70 of the Business Organizations Law for an amount of $ 176.1 million earmarked for investments and other financial needs, authorizing the Company Board of Directors to apply the amount thereof, whether in full or in part, and to approve the methodology, time periods and conditions of those investments.

 

 

 

 

RICARDO TORRES

Chairman

 

 

 

26


 

 

Free translation from the original in Spanish for publication in Argentina

 

REPORT OF CONDENSED INTERIM FINANCIAL STATEMENTS´REVIEW

To the Shareholders, President and Directors

Empresa Distribuidora y Comercializadora Norte

Sociedad Anónima (Edenor S.A.)

Legal address: Avenida del Libertador 6363

Autonomous City of Buenos Aires

Tax Code No. 30-65511620-2

 

 

Introduction

 

We have reviewed the condensed interim financial statements of Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.) (hereinafter “Edenor S.A.” or “the Company”) which includes the condensed interim statement of financial position as of March 31, 2016, the related condensed interim statement of comprehensive income for the three months period ended March 31, 2016, the related condensed interim statements of changes in equity and cash flows for the three month period then ended with the complementary selected notes.

 

The amounts and other information related to fiscal year 2015 and its interim periods, are part of the financial statements mention above and therefore should be considered in relation to those financial statements.

 

Directors´ responsibility

Company´s Board of Directors is responsible of preparation and presentation of the financial statements, in accordance with the International Financial Reporting Standards (IFRS) adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) ,as the applicable accounting framework and incorporated by the National Securities Commission (CNV), as they were approved by the International Accounting Standards Board (IASB), and, therefore, it’s responsible for the preparation and issuance of the condensed interim financial statements mentioned in first paragraph in accordance with IAS 34 “Interim financial information”.

 

Scope of our review

 

Our review was limited to the application of the procedures established in International Standard on Review Engagements 2410 “Review of interim financial information performed by the independent auditor of the entity”, which was adopted as standard review in Argentina through Technical Pronouncement No. 33 of the Argentine Federation of Professional Councils in Economic Sciences as was approved by International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists in making inquiries of Company staff responsible for the preparation of the information included in the financial statements and the application of analytical procedures and other review procedures. This review is substantially less in scope than an audit in accordance of International Auditing Standards, consequently, this review does not allow us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Therefore, we do not express any opinion on the financial position, comprehensive income and cash flows of the Company.

 

 


 

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim financial statements mentioned in the first paragraph of this report, are not prepared in all material respects, in accordance with IAS 34.

 

Emphasis of matter paragraph

 

Without qualifying our conclusion, we draw the attention to the situation explained in Note 1 to the financial statements in relation to the economic and financial situation of the Company.

 

Report of compliance with regulations in force

 

In compliance with regulations in force, we report that:

 

a)    the condensed interim financial statements of the Company, are transcribed into the “Inventory and Balance Sheet” book and, insofar as concerns our field of competence, are in compliance with the provisions of the Commercial Companies Law and pertinent resolutions of the National Securities Commission;

 

b)    the condensed interim financial statements of the company arise from accounting records kept in all formal respects in conformity with legal regulations;

 

c)      we have read the summary of activity, and additional information to the notes of condensed interim financial statements required by section 68 of the Rules of the Stock Exchange of Buenos Aires and article 12 °, Chapter III, Title IV of the regulations of the National Securities Commission on which, as regards those matters that are within our competence, we have no observations to make;

d)    at March 31, 2016 the liabilities accrued in favor of the Argentine Integrated Social Security System according to the Company’s accounting records amounted to $114.624.265, which were not yet due at that date.

 

Autonomous City of Buenos Aires, May 10, 2016

 

PRICE WATERHOUSE & CO. S.R.L.

 

(Socio)

C.P.C.E.C.A.B.A. Tº 1 Fº 17

Dr. R. Sergio Cravero

Public Accountant (UCA)

C.P.C.E. City of Buenos Aires

T° 265 F°92

 

 


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



 
 
Empresa Distribuidora y Comercializadora Norte S.A.
     
     
  By:  /s/ Leandro Montero
  Leandro Montero
  Chief Financial Officer
 
 
 
 
Date: May 18, 2016