6-K 1 ednfs1q17_6k.htm FORM 6-K ednfs1q17_6k.htm - Generated by SEC Publisher for SEC Filing  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED INTERIM FINANCIAL STATEMENTS

 

 

 

AS OF MARCH 31, 2017 AND FOR THE

THREE-MONTH PERIOD ENDED MARCH 31, 2017

PRESENTED IN COMPARATIVE FORM

 

 

 


 

 


 
 

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:

 

1 |

General information

8

2 |

Regulatory framework

9

3 |

Basis of preparation

11

4 |

Accounting policies

12

5 |

Financial risk management

12

6 |

Critical accounting estimates and judgments

14

7 |

Contingencies and lawsuits

15

8 |

Property, plant and equipment

16

9 |

Other receivables

18

10 |

Trade receivables

18

11 |

Financial assets at fair value through profit or loss

19

12 |

Financial assets at amortized cost

19

13 |

Cash and cash equivalents

19

14 |

Share capital and additional paid-in capital

20

15 |

Allocation of profits

20

16 |

The Company’s Share-based Compensation Plan

20

17 |

Trade payables

21

18 |

Other payables

21

19 |

Borrowings

22

20 |

Salaries and social security taxes payable

22

21 |

Income tax and tax on minimum presumed income / Deferred tax

22

22 |

Tax liabilities

24

23 |

Provisions

24

24 |

Revenue from sales

24

25 |

Expenses by nature

25

26 |

Other operating expense, net

26

27 |

Net financial expense

26

28 |

Basic and diluted earnings (loss) per share

27

29 |

Related-party transactions

27

30 |

CTLL – EASA – IEASA Merger process

28

31 |

Events after the reporting period

29

 

 

Additional information required by Section No. 12 (CNV)

30

Informative summary

35

Independent Auditors’ Report

 

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 Condensed Interim Financial Statements.

 

Terms

Definitions

CAMMESA

Compañía Administradora del Mercado Mayorista Eléctrico S.A.

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

CNV

National Securities Commission

CSJN

Supreme Court of Justice of Argentina

CTLL

Central Térmica Loma de la Lata S.A.

EASA

Electricidad Argentina S.A.

Edenor S.A

Empresa Distribuidora y Comercializadora Norte S.A.

Edesur S.A

Empresa Distribuidora Sur 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 Electricity Power Transmission Works

IAS

International Accounting Standards

IASB

International Accounting Standards Board

IEASA

IEASA S.A.

IFRIC

International Financial Reporting Interpretations Committee

IFRS

International Financial Reporting Standards

MEyM

Energy and Mining Ministry

MMC

Cost Monitoring Mechanism

OSV

Orígenes Seguros de Vida S.A.

PEN

Federal Executive Power

PEPASA

Petrolera Pampa S.A.

PESA

Pampa Energía S.A.

PISA

Pampa Inversiones S.A.

PYSSA

Préstamos y Servicios S.A.

RTI

Tariff Structure Review

SACME

S.A. Centro de Movimiento de Energía

SE

Energy Secretariat

SEGBA

Servicios Eléctricos del Gran Buenos Aires S.A.

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) – See Note 28

 

Legal address: Maipú 1, 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: 51.44%

 

 

CAPITAL STRUCTURE

AS OF MARCH 31, 2017

(amounts stated in pesos)

 

 

     

 

   
     

Class of shares

 

Subscribed and paid-in
(See Note 13)

Common, book-entry shares, face value 1 and 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 7,794,168 and 9,412,500 treasury shares as of March 31, 2017 and December 31, 2016, respectively.

(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, 2017 presented in comparative form

(Stated in thousands of pesos)

 

 

 

 

 

 

 

 

 

Note

 

03.31.17

 

12.31.16

ASSETS

 

 

   

 

Non-current assets

 

 

   

 

Property, plant and equipment

8

 

11,857,197

 

11,196,990

Interest in joint ventures

 

 

435

 

435

Deferred tax asset

21

 

1,089,431

 

1,019,018

Other receivables

9

 

49,461

 

50,492

Financial assets at amortized cost

12

 

-

 

44,429

Total non-current assets

 

 

12,996,524

 

12,311,364

 

 

 

     

Current assets

 

 

   

 

Inventories

 

 

263,994

 

287,810

Other receivables

9

 

180,944

 

179,308

Trade receivables

10

 

4,592,609

 

3,901,060

Financial assets at fair value through profit or loss

11

 

1,622,093

 

1,993,915

Financial assets at amortized cost

12

 

45,835

 

1,511

Cash and cash equivalents

13

 

68,660

 

258,562

Total current assets

 

 

6,774,135

 

6,622,166

TOTAL ASSETS

 

 

19,770,659

 

18,933,530

 

 

 

2


 
 

 

 

Edenor S.A.

Condensed Interim Statement of Financial Position

as of March 31, 2017 presented in comparative form (continued)

(Stated in thousands of pesos)

 

 

 

 

 

   

 

 

Note

 

03.31.17

 

12.31.16

EQUITY

 

 

   

 

Share capital and reserve attributable to the owners of the Company

 

 

   

 

Share capital

14

 

898,661

 

897,043

Adjustment to share capital

14

 

399,495

 

397,716

Additional paid-in capital

14

 

45,771

 

3,452

Treasury stock

14

 

7,794

 

9,412

Adjustment to treasury stock

14

 

8,568

 

10,347

Legal reserve

 

 

73,275

 

73,275

Opcional reserve

 

 

176,061

 

176,061

Other reserve

 

 

-

 

20,346

Other comprehensive loss

 

 

(37,172)

 

(37,172)

Accumulated losses

 

 

(767,265)

 

(1,188,648)

TOTAL EQUITY

 

 

805,188

 

361,832

 

 

 

   

 

LIABILITIES

 

 

   

 

Non-current liabilities

 

 

   

 

Trade payables

17

 

236,642

 

232,912

Other payables

18

 

5,241,382

 

5,103,326

Borrowings

19

 

2,682,501

 

2,769,599

Deferred revenue

 

 

199,799

 

199,990

Salaries and social security payable

20

 

99,574

 

94,317

Benefit plans

 

 

283,574

 

266,087

Tax payable

21

 

305,522

 

-

Tax liabilities

22

 

369

 

680

Provisions

23

 

377,825

 

341,357

Total non-current liabilities

 

 

9,427,188

 

9,008,268

Current liabilities

 

 

   

 

Trade payables

17

 

7,135,200

 

6,821,061

Other payables

18

 

143,616

 

134,759

Borrowings

19

 

118,190

 

53,684

Deferred revenue

 

 

764

 

764

Salaries and social security payable

20

 

847,598

 

1,032,187

Benefit plans

 

 

33,372

 

33,370

Tax payable

21

 

142,699

 

155,205

Tax liabilities

22

 

1,012,077

 

1,244,488

Provisions

23

 

104,767

 

87,912

Total current liabilities

 

 

9,538,283

 

9,563,430

TOTAL LIABILITIES

 

 

18,965,471

 

18,571,698

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

19,770,659

 

18,933,530


The accompanying notes are an integral part of the Condensed Interim Financial Statements.

 

 

 

3


 
 

 

 

 

Edenor S.A.

Condensed Interim Statement of Comprehensive Income 

for the three-month period ended March 31, 2017

 presented in comparative form

(Stated in thousands of pesos)

 

 

           
     

three months at

 

Note

 

03.31.17

 

03.31.16

 

         

Revenue

24

 

5,366,635

 

2,990,120

Electric power purchases

   

(2,533,581)

 

(1,317,315)

Subtotal

   

2,833,054

 

1,672,805

Transmission and distribution expenses

25

 

(1,047,849)

 

(1,324,825)

Gross loss

   

1,785,205

 

347,980

     

 

 

 

Selling expenses

25

 

(498,629)

 

(288,008)

Administrative expenses

25

 

(329,381)

 

(228,709)

Other operating expense, net

26

 

(140,559)

 

(105,557)

Operating profit/(loss) before income from provisional remedies, higer costs recognition and SE Resolution 32/15

   

816,636

 

(274,294)

           

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

   

-

 

431,047

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

   

-

 

81,512

Operating profit

   

816,636

 

238,265

           

Financial income

27

 

59,444

 

26,106

Financial expenses

27

 

(348,486)

 

(343,639)

Other financial results

27

 

128,898

 

(133,190)

Net financial expense

   

(160,144)

 

(450,723)

Profit/(loss) before taxes

   

656,492

 

(212,458)

 

         

Income tax

21

 

(235,109)

 

87,421

Profit/(loss) for the period

   

421,383

 

(125,037)

           

Basic and diluted earnings profit/(loss) per share:

         

Basic and diluted earnings profit/(loss) per share

28

 

0.47

 

(0.14)

 

The accompanying notes are an integral part of the Condensed Interim Financial Statements.


 

4


 
 

 

 

Edenor S.A.

Condensed Interim Statement of Changes in Equity

for the three-month period ended March 31, 2017

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

 

Legal reserve

 

Opcional reserve

 

Other reserve

 

Other comprehesive
loss

 

Accumulated deficit

 

Total equity

Balance at December 31, 2015

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

-

 

-

 

-

 

(42,253)

 

249,336

 

1,525,053

                                           

Loss for the three-month period

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(125,037)

 

(125,037)

Balance at December 31, 2016

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

-

 

-

 

-

 

(42,253)

 

124,299

 

1,400,016

Ordinary and Extraordinary Shareholders’ Meeting held on 04.28.2016

-

 

-

 

-

 

-

 

-

 

73,275

 

176,061

 

-

 

-

 

(249,336)

 

-

Other reserve constitution - Share-bases compensation plan (Note 16)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

20,346

 

-

 

-

 

20,346

Loss for the nine-month complementary
period

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

     

(1,063,611)

 

(1,063,611)

Other comprehensive results for the year

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,081

 

-

 

5,081

Balance at December 31, 2016

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

73,275

 

176,061

 

20,346

 

(37,172)

 

(1,188,648)

 

361,832

Increase of Other reserve constitution - Share-bases compensation plan (Note 16)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

21,973

 

-

 

-

 

21,973

Payment of Other reserve constitution - Share-bases compensation plan (Note 16)

1,618

 

1,779

 

(1,618)

 

(1,779)

 

42,319

 

-

 

-

 

(42,319)

 

-

 

-

 

-

Profit for the three-month period

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

421,383

 

421,383

Balance at March 31, 2017

898,661

 

399,495

 

7,794

 

8,568

 

45,771

 

73,275

 

176,061

 

-

 

(37,172)

 

(767,265)

 

805,188

 

The accompanying notes are an integral part of the Condensed Interim Financial Statements.


 

5


 
 

 

 

Edenor S.A.

Condensed Interim Statement of Cash Flows

for the three-month period ended March 31, 2017

presented in comparative form

(Stated in thousands of pesos)

 

 

           
     

three months at

 

Note

 

03.31.17

 

03.31.16

Cash flows from operating activities

         

Profit (Loss) for the period

   

421,383

 

(125,037)

           

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

         

Depreciation of property, plants and equipments

25

 

97,474

 

81,929

Loss on disposals of property, plants and equipments

   

2,693

 

1,003

Net accrued interest

27

 

288,281

 

316,776

Exchange difference

27

 

(73,945)

 

327,384

Income tax

21

 

235,109

 

(87,421)

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

25

 

50,373

 

10,681

Adjustment to present value of receivables

27

 

74

 

(289)

Provision for contingencies

   

66,270

 

60,093

Other expenses - FOCEDE

   

-

 

13,975

Changes in fair value of financial assets

27

 

(58,250)

 

(198,760)

Accrual of benefit plans

25

 

25,170

 

20,643

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

   

-

 

(81,512)

Net gain from the repurchase of Corporate Bonds

27

 

-

 

(42)

Income from non-reimbursable customer contributions

   

(191)

 

(191)

Other reserve constitution - Share bases compensation plan

16

 

21,973

 

-

Changes in operating assets and liabilities:

         

(Increase) in trade receivables

   

(699,073)

 

(1,399,856)

Decrease in other receivables

   

10,029

 

805,452

Decrease in inventories

   

23,816

 

18,057

Increase in deferred revenue

   

-

 

13,764

Increase in trade payables

   

143,519

 

237,394

Decrease in salaries and social security payable

   

(179,333)

 

(152,645)

Decrease in benefit plans

   

(7,682)

 

(8,811)

(Decrease) Increase in tax liabilities

   

(246,316)

 

103,572

Increase in other payables

   

31,504

 

538,812

Decrease in provisions

23

 

(12,947)

 

(11,216)

Net cash flows generated by operating activities

   

139,931

 

483,755

 

 

 

 

 

6


 
 

 

 

Edenor S.A.

Condensed Interim Statement of Cash Flows

for the three-month period ended March 31, 2017

presented in comparative form (continued)

(Stated in thousands of pesos)

 

 

           
     

three months at

 

Note

 

03.31.17

 

03.31.16

Cash flows from investing activities

         

Payment of property, plants and equipments

   

(742,941)

 

(427,961)

Collection of Financial assets

   

390,322

 

47,418

Payments of Financial assets

   

(546,518)

 

(41,662)

Redemtion (Subscription) net of money market funds

 

570,845

 

(14,100)

Collection of receivables from sale of subsidiaries

   

1,606

 

1,962

Net cash flows used in investing activities

   

(326,686)

 

(434,343)

           

Cash flows from financing activities

         

Payment of principal on loans

   

-

 

(4,475)

Net cash flows (used in) / generated by financing activities

   

-

 

(4,475)

           

(Decrease) Increase in cash and cash equivalents

   

(186,755)

 

44,937

           

Cash and cash equivalents at the beginning of year

13

 

258,562

 

128,952

Exchange differences in cash and cash equivalents

   

(3,147)

 

(2,613)

(Decrease) Increase in cash and cash equivalents

   

(186,755)

 

44,937

Cash and cash equivalents at the end of the period

13

 

68,660

 

171,276

           
           

Supplemental cash flows information

         

Non-cash activities

         
           
           

Financial costs capitalized in property, plants and equipments

8

 

(65,077)

 

(61,653)

           

Acquisitions of property, plant and equipment through increased trade payables

   

(158,112)

 

(139,168)

 

The accompanying notes are an integral part of the Condensed Interim Financial Statements.


 

 

7


 
 

 

Nota 1 | General information

 

History and development of the Company

Edenor S.A. was organized on July 21, 1992 by Executive Order 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 PEN.

 

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 2016, the Company recorded, as it did in fiscal years 2012 and 2014, negative operating and net results, thus deteriorating once again its economic and financial situation, which had temporarily improved in fiscal year 2015 as a consequence of the issuance by the SE of Resolution No. 32/15, which addressed the need for the adjustment of the distribution companies’ resources and considered that the adoption of urgent and interim measures was necessary in order to maintain the normal provision of the public service, object of the concession.

 

This imbalance in 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 interim measures.

 

In that 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, which, in a context of constant increase in the demand for electricity, has deteriorated the Company’s economic and financial equation over all these years.

 

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, which approved a new electricity rate system that reflected the new generation cost and sought to partially adjust the Distribution companies’ revenue in order for them to be able to cover their operating costs and make investments.

 

 

 

8


 
 

 

 

 

At the same time, the aforementioned MEyM Resolution No. 7/16 repealed SE Resolution No. 32/15, pursuant to which the government grant mentioned in the first paragraph of this Note had been granted, and instructed the ENRE to take all the necessary steps to conclude the RTI before December 31, 2016. In this regard, the ENRE issued the Resolution that approved the program for the Review of the distribution tariff, establishing the criteria and methodologies for the process. As a result, on October 28, 2016, the public hearing necessary to define the electricity rate schedule for the next period was held and the new electricity rate schedule, effective as from February 1, 2017, was issued by means of ENRE Resolution No. 63/17 (Note 2.a).

 

Considering the application of the RTI as from February 1, 2017, the Company’s Board of Directors is optimistic that the new electricity rates will result in the Company’s operating once again under a regulatory framework with clear and precise rules, which will make it possible not only to cover the operation costs, afford the investment plans and meet debt interest payments, but also to deal with the impact of the different variables that affect the Company’s business.

 

As of March 31, 2017, the result of operations for the three-month period amounts to $ 0.4 billion– profit-, whereas the working capital totals $ 2.8 billion – deficit-, which includes the amount owed to CAMMESA for $ 3.9 billion (principal plus interest accrued as of March 31, 2017). The Company has submitted a payment plan proposal based on its available and projected cash flows, in respect of which no reply from CAMMESA has been received at the date of issuance of these condensed interim financial statements.

 

 

Nota 2 | Regulatory framework

 

At the date of issuance of these condensed interim financial statements, the changes with respect to the situation reported by the Company as of December 31, 2016 are the following:

 

a)   Tariff Structure Review

 

On January 31, 2017, the ENRE issued Resolution No. 63/17, pursuant to which it determined the definitive Electricity Rate Schedules, the review of costs, the required quality levels, and all the other rights and obligations that are to be applied and complied with by the Company as from February 1, 2017. The above-mentioned regulation was adapted by the ENRE by means of the issuance of Resolutions Nos. 81/17, 82/17, and 92/17, and Note No. 124,898.

 

The aforementioned Resolution states that the ENRE, as instructed by the MEyM, shall limit the increase in the VAD resulting from the RTI process and applicable as from February 1, 2017, to a maximum of 42%, as compared to the VAD in effect at the date of issuance of the aforementioned resolution, with the remaining value of the new VAD being applied in two stages, the first of them in November 2017 and the last one in February 2018. Additionally, the ENRE shall recognize and allow the Company to bill the VAD difference arising as a consequence of the gradual application of the tariff increase recognized in the RTI in 48 installments as from February 1, 2018, which will be incorporated into the VAD’s value resulting as of that date. As of March 31, 2017, the amount arising from the aforementioned limitation and not recognized by the Company in these condensed interim financial statements amounts approximately to $ 933.2 million.

 

 

 

9


 
 

 

 

Despite the previously described progress achieved with regard to the completion of the RTI process, at the date of issuance of these condensed interim financial statements, the definitive treatment to be given, by the MEyM, to all the issues resulting from the non-compliance with the Adjustment Agreement, including the remaining balances and other effects caused by the partial measures adopted, has yet to be defined.

 

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 treatment to be given to the funds disbursed by the Company for the fulfillment of the Investment Plan, not included in i) above;

 

iii)     the conditions for the settlement of the balance outstanding with CAMMESA at the date of issuance of SE Resolution No. 32/15, for which purpose the Company has submitted a payment plan;

 

iv)     the treatment to be given to the Penalties and Discounts whose payment/crediting is pending.

 

Finally, on April 26, 2017 the Company was notified that the MEyM had provided that, once the RTI process is completed, the SE -with the participation of the Under-Secretariat for Tariff Policy Coordination- and the ENRE, shall determine in a term of 120 days whether any pending obligations exist until the effective date of the electricity rate schedules resulting from the RTI, and in connection with the Adjustment Agreement entered into on February 13, 2006. In such a case, the treatment to be given to those obligations shall also be determined.

 

b)  Penalties

 

In addition to that which has been mentioned in note 2.c to the financial statements as of December 31, 2016, in relation to the control procedures, the service quality assessment methodologies, and the penalty system applicable as from February 1, 2017 for the 2017 – 2021 period set out by ENRE Resolution No. 63/17, the Regulatory Entity, by Note No. 125,248 dated March 29, 2017, set new penalty determination and adjustment mechanisms, providing for the following:

 

i)      Penalty values shall be determined on the basis of the kwh value, the average electricity rate, the cost of energy not supplied or other economic parameter at the value in effect at the first day of the control period or the value in effect at the date of the penalizable event for penalties arising from specific events.

 

ii)     For all the events that occurred during the transition period (the period between the signing of the Adjustment Agreement and the effective date of the RTI) for which a penalty has not been imposed, penalties shall be adjusted by the consumer price index (IPC) used by the Argentine Central Bank (BCRA) to produce the multilateral real exchange rate index (ITCRM) for the month prior to the end of the control period or that for the month prior to the date of occurrence of the penalizable event for penalties arising from specific events, until the date on which the penalty is imposed. This mechanism is also applicable to the concepts penalized after April 15, 2016 (ENRE Note No. 120,151) and until the effective date of the RTI. This adjustment will be part of the penalty principal amount.

 

iii)    Unpaid penalties will accrue interest at the BNA lending rate for thirty-day discount transactions from the date of the resolution to the date of actual payment, as interest on late payment. In the case of penalties related to Customer service, the calculated amount shall be increased by 50%.

 

 

10


 
 

 

 

 

iv)   Penalties subsequent to February 1, 2017 will be valued at the Kwh value or the cost of energy not supplied of the first day of the control period or of the day of occurrence of the penalizable event for penalties arising from specific events. Those concepts will not be adjusted by the IPC, applying the interest on late payment established in iii) above. Moreover, an additional fine equivalent to twice the amount of the penalty will be determined if payment is not made in due time and manner.

 

            The impact of these new penalty determination and adjustment mechanisms have been quantified by the Company and recognized as of March 31, 2017.

 

c)  Framework agreement

 

Due to the fact that at the date of these condensed interim financial statements the approvals of the new Framework Agreement for the January 1, 2015 - December 31, 2018 period by both the Federal and the Provincial Governments are still in process, no cumulative revenue has been recognized as of March 31, 2017 for $ 148.1 million.

 

 

Nota 3 | Basis of preparation

 

These condensed interim financial statements for the three-month period ended March 31, 2017 have been prepared in accordance with IFRS issued by the IASB and IFRIC interpretations, incorporated by the CNV.

 

This condensed interim financial information must be read together with the Company’s financial statements as of December 31, 2016, 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, 2017 have not been audited. The Company’s Management estimates that they include all the necessary adjustments to fairly present the results of operations for the period. The result of operations for the three-month period ended March 31, 2017 does 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’s Board of Directors on May 10, 2017.

 

 

Comparative information

 

The balances as of December 31, 2016 and for the three-month period ended March 31, 2016, disclosed in these condensed interim financial statements for comparative purposes, arise from the financial statements as of those dates.

 

 

 

11


 
 

 

 

Nota 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, 2016, except for those mentioned below.

 

There are no new IFRS or IFRIC applicable as from this 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, 2016 prepared under IFRS.

 

 

Nota 4.1 |   New accounting standards, amendments and interpretations issued by the IASB

 

IAS 7 "Statement of cash flows": It was amended in January 2016. An entity is required to disclose information that will enable users of financial statements to understand changes in liabilities arising from financing activities. This includes changes arising from cash flows, such as drawdowns and repayments of borrowings; and non-cash changes, such as acquisitions, disposals and unrealized exchange differences. It is effective for annual periods beginning on or after January 1, 2017. The application of the amendments will have no impact on the Company’s results of operations or its financial position, it will only imply new disclosures.

 

IAS 12 “Income taxes”: It was amended in January 2016 to clarify the requirements for recognizing deferred tax assets on unrealized losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base. The amendments also clarify other aspects related to the accounting for deferred tax assets. The amendments came into effect as from January 1, 2017. Those amendments have had no impact on the Company’s results of operations or its financial position.

 

 

Nota 5 | Financial risk management

 

Nota 5.1 |   Financial risk factors

        

 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 risk management policies since the last fiscal year end. 

 

 

 

12


 
 

 

 

 

          Market risks

 

                    i.          Currency risk

 

 

As of March 31, 2017 and December 31, 2016, the Company’s balances in foreign currency are as follow:

 

 

                     
   

Currency

 

Amount in foreign currency

 

Exchange rate (1)

 

Total
03.31.17

 

Total
12.31.16

           

ASSETS

         

 

       

CURRENT ASSETS

         

 

       

Other receivables

 

USD

 

6,169

 

15.290

 

94,324

 

-

Cash and cash equivalents

 

USD

 

235

 

15.290

 

3,593

 

161,753

   

EUR

 

12

 

16.313

 

196

 

200

TOTAL CURRENT ASSETS

     

6,416

     

98,113

 

161,953

TOTAL ASSETS

     

6,416

 

 

 

98,113

 

161,953

           

 

       

LIABILITIES

         

 

       

NON-CURRENT LIABILITIES

         

 

       

Borrowings

 

USD

 

174,302

 

15.390

 

2,682,501

 

2,769,599

TOTAL NON-CURRENT LIABILITIES

     

174,302

 

 

 

2,682,501

 

2,769,599

CURRENT LIABILITIES

         

 

       

Trade payables

 

USD

 

7,796

 

15.390

 

119,980

 

176,506

   

EUR

 

11

 

16.458

 

181

 

117

   

CHF

 

30

 

15.378

 

461

 

469

   

NOK

 

68

 

1.804

 

123

 

126

Borrowings

 

USD

 

7,680

 

15.390

 

118,190

 

53,684

TOTAL CURRENT LIABILITIES

     

15,585

     

238,935

 

230,902

TOTAL LIABILITIES

     

189,887

 

 

 

2,921,436

 

3,000,501

 

 

(1)    The exchange rates used are the BNA exchange rates in effect as of March 31, 2017 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).

 

 

 

 

13


 
 

 

 

 

The table below shows the Company’s financial assets measured at fair value as of March 31, 2017 and December 31, 2016:

 

                 
   

LEVEL 1

 

LEVEL 2

 

LEVEL 3

 

TOTAL

At March 31, 2017

               

Assets

               

Cash and cash equivalents

               

Money market funds

 

25,628

 

-

 

-

 

25,628

Financial assets at fair value through profit or loss:

               

Government bonds

 

524,127

 

-

 

-

 

524,127

Other receivables

 

28,099

 

-

 

-

 

28,099

Money market funds

 

1,097,966

 

-

 

-

 

1,097,966

Total assets

 

1,675,820

 

-

 

-

 

1,675,820

                 

At December 31, 2016

               

Assets

               

Cash and cash equivalents

               

Money market funds

 

61,461

 

-

 

-

 

61,461

Financial assets at fair value through profit or loss:

               

Government bonds

 

387,279

 

-

 

-

 

387,279

Other receivables

 

28,839

 

-

 

-

 

28,839

Money market funds

 

1,606,636

 

-

 

-

 

1,606,636

Total assets

 

2,084,215

 

-

 

-

 

2,084,215

 

 

Nota 6 | Critical accounting estimates and judgments

 

The preparation of the condensed interim financial statements requires the Company’s 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, 2016.

 

 

 

14


 
 

 

 

 

Nota 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, 2016, expect for the following:

 

The Company has become aware that on March 28, 2017 the Secretariat of the International Centre for Settlement of Investment Disputes (ICSID) informed through its website that it had registered the discontinuance of the arbitration proceeding commenced in August 2003 by EDF International and EASA, the majority shareholder and parent company of Edenor S.A., in relation to the latter’s failure to comply with the Concession Agreement, as a consequence of the passing of Law No. 25,561 on Economic Emergency and Foreign Exchange System Reform. The claimants’ waiver was a condition under the Company’s Agreement for the Renegotiation of the Concession Agreement (the “Adjustment Agreement”) that was to be fulfilled after the issuance of the electricity rate schedule resulting from the Tariff Structure Review, which was approved by means of ENRE Resolution No. 63/17 dated February 1, 2017 (Note 2.a).

 

15


 
 

 

 

 

Nota 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 12.31.16

                               

Cost

 

235,709

 

2,048,014

 

6,024,954

 

2,523,084

 

1,265,502

 

3,040,451

 

162,088

 

15,299,802

Accumulated depreciation

 

(69,097)

 

(617,062)

 

(2,119,167)

 

(907,145)

 

(390,341)

 

-

 

-

 

(4,102,812)

Net amount

 

166,612

 

1,430,952

 

3,905,787

 

1,615,939

 

875,161

 

3,040,451

 

162,088

 

11,196,990

                                 

Additions

 

-

 

-

 

-

 

-

 

33,795

 

726,366

 

213

 

760,374

Disposals

 

(145)

 

-

 

(1,878)

 

(670)

 

-

 

-

 

-

 

(2,693)

Transfers

 

12,714

 

49,485

 

250,995

 

56,145

 

(22,191)

 

(347,148)

 

-

 

-

Depreciation for the period

 

(3,956)

 

(13,518)

 

(37,890)

 

(20,172)

 

(21,938)

 

-

 

-

 

(97,474)

Net amount 03.31.17

 

175,225

 

1,466,919

 

4,117,014

 

1,651,242

 

864,827

 

3,419,669

 

162,301

 

11,857,197

                                 

At 03.31.17

                               

Cost

 

248,141

 

2,097,499

 

6,265,111

 

2,578,435

 

1,276,490

 

3,419,669

 

162,301

 

16,047,646

Accumulated depreciation

 

(72,916)

 

(630,580)

 

(2,148,097)

 

(927,193)

 

(411,663)

 

-

 

-

 

(4,190,449)

Net amount

 

175,225

 

1,466,919

 

4,117,014

 

1,651,242

 

864,827

 

3,419,669

 

162,301

 

11,857,197

 

 

·       During the period ended March 31, 2017, direct costs capitalized amounted to $ 74.3 million.

 

·       Financial costs capitalized for the period ended March 31, 2017 amounted to $ 65.1 million.

 

 

 

16


 
 

 

 

                                                                                                                                                                                          

 

 

 

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.

                                                                                                                                                    

 

17


 
 

 

 

 

Nota 9 | Other receivables

 

 

           
 

Note

 

03.31.17

 

12.31.16

Non-current:

         
     

-

 

-

Financial credit

   

42,030

 

43,636

Related parties

29.d

 

7,431

 

6,856

Total Non-current

   

49,461

 

50,492

           

Current:

         

Prepaid expenses

   

9,626

 

3,589

Advances to suppliers

   

1,946

 

2,561

Advances to personnel

   

765

 

1,701

Security deposits

   

8,636

 

8,385

Financial credit

   

39,721

 

40,461

Receivables from electric activities

   

128,442

 

142,979

Related parties

29.d

 

766

 

766

Judicial deposits

   

12,696

 

13,546

Other

   

65

 

19

Allowance for the impairment of other receivables

   

(21,719)

 

(34,699)

Total Current

   

180,944

 

179,308

 

The carrying amount of the Company’s other financial receivables approximates their fair value.

 

The other non-current receivables are measured at amortized cost, which does not differ significantly from their fair value.

 

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

 

 

           
     

03.31.17

 

03.31.16

Balance at beginning of year

   

34,699

 

16,647

Increase

   

-

 

1,812

Recovery

   

(12,980)

 

-

Balance at end of the period

   

21,719

 

18,459

 

 

Nota 10 | Trade receivables

 

 

     

03.31.17

 

12.31.16

Current:

         

Sales of electricity - Billed

   

2,265,157

 

2,522,265

Sales of electricity – Unbilled

   

2,585,766

 

1,582,591

Framework Agreement

   

10,938

 

10,938

Fee payable for the expansion of the transportation and others

   

24,018

 

22,397

Receivables in litigation

   

22,847

 

22,551

Allowance for the impairment of trade receivables

   

(316,117)

 

(259,682)

Total Current

   

4,592,609

 

3,901,060

           

 

The carrying amount of the Company’s trade receivables approximates their fair value.

 

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

 

18


 
 

 

 

 

 

           
     

03.31.17

 

03.31.16

Balance at beginning of year

   

259,682

 

84,562

Increase

   

63,353

 

8,869

Decrease

   

(6,918)

 

(10,398)

Balance at end of the period

   

316,117

 

83,033

 

Nota 11 | Financial assets at fair value through profit or loss

 

 

           
     

03.31.17

 

12.31.16

           

Current

         

Government bonds

   

524,127

 

387,279

Money market funds

   

1,097,966

 

1,606,636

Total current

   

1,622,093

 

1,993,915

 

Nota 12 | Financial assets at amortized cost

 

 

           
     

03.31.17

 

12.31.16

Non-current

         

Government bonds

   

-

 

44,429

Total Non-current

   

-

 

44,429

           

Current

         

Government bonds

   

45,835

 

1,511

Total Non-current

   

45,835

 

1,511

 

 

Nota 13 | Cash and cash equivalents

 

 

             
   

03.31.17

 

12.31.16

 

03.31.16

Cash and banks

 

43,032

 

197,101

 

29,898

Money market funds

 

25,628

 

61,461

 

141,378

Total cash and cash equivalents

 

68,660

 

258,562

 

171,276

 

19


 
 

 

 

 

Nota 14 | Share capital and additional paid-in capital

 

 

             
   

Share capital

 

Additional paid-in capital

 

Total

             

Balance at December 31, 2015

 

1,314,518

 

3,452

 

1,317,970

             

Balance at December 31, 2016

 

1,314,518

 

3,452

 

1,317,970

             

Payment of Other reserve constitution - Share-bases compensation plan (Note 16)

 

-

 

42,319

 

42,319

Balance at March 31, 2017

 

1,314,518

 

45,771

 

1,360,289

 

As of March 31, 2017, 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.

 

Section 206 – Business Organizations Law

 

As of December 31, 2016, the Company’s losses consumed the reserves and more than 50% of share capital, rendering the Company subject to compliance with the mandatory share capital reduction set forth in section 206 of the Business Organizations Law. However, the issuance of ENRE Resolution No. 63/17, setting a new electricity rate schedule for the Company for the five-year period beginning February 1, 2017 and ending January 31, 2022, resulted, at the closing date of these condensed interim financial statements, in the Company’s being no longer subject to complying with the previously described mandatory reduction. Furthermore, the financial position will largely depend on the development of the exchange rate, the collection of the debts accrued from the Framework Agreement for the Supply of Electricity to Shantytowns, and the level of energy losses, in respect of which strong recovery actions will be taken during the year.

 

Consequently, the Shareholders’ Meeting has resolved not to carry out the above-mentioned share capital reduction, deferring the decision and instructing the Board of Directors to assess the financial position in the quarters ending March 31, 2017 and June 30, 2017, and, should it be necessary, to call an Extraordinary Shareholders’ Meeting to deal with the issue (Note 31).

 

 

Nota 15 | Allocation of profits

 

Clause 7.4 of the Adjustment Agreement provided that during the Transition period the Company could not distribute dividends without the Regulatory Entity’s prior authorization. This transition period ended on January 31, 2017 with the implementation of the RTI, ENRE Resolution No. 63/17.

 

Therefore, in the Company’s opinion there exists no regulatory restriction on the distribution of dividends.

 

 

Nota 16 | The Company’s Share-based Compensation Plan

 

In the last months of fiscal year 2016, the Company’s Board of Directors proposed that the treasury shares be used for the implementation of a long-term incentive plan in favor of executive directors, managers or other personnel holding key executive positions in the Company in an employment relationship with the latter and those who in the future are invited to participate, under the terms of section 67 of Law No. 26,831 on Capital Markets. The plan was ratified and approved by the ordinary and extraordinary shareholders’ meeting held on April 18, 2017 (Note 31).

 

 

20


 
 

 

 

At the date of issuance of these condensed interim financial statements, the Company awarded a total of 1,618,332 shares to executive directors and managers as additional remuneration for their performance in special processes developed during fiscal year 2016.

 

The fair value of the previously referred to shares at the award date, amounted to $ 42.3 million and has been recorded in the Salaries and social security taxes line item, with a contra account in Equity.

 

 

Nota 17 | Trade payables

 

 

           
     

03.31.17

 

12.31.16

Non-current

         

Customer guarantees

   

87,060

 

83,045

Customer contributions

   

97,882

 

98,167

Funding contributions - substations

   

51,700

 

51,700

Total Non-current

   

236,642

 

232,912

           

Current

         

Payables for purchase of electricity - CAMMESA

   

2,946,567

 

2,956,726

Provision for unbilled electricity purchases - CAMMESA (1)

   

3,153,898

 

2,512,800

Suppliers

   

840,333

 

958,460

Advance to customer (1)

   

-

 

197,020

Customer contributions

   

135,257

 

136,689

Discounts to customers

   

37,372

 

37,372

Funding contributions - substations

   

21,569

 

21,790

Related parties

29.d

 

204

 

204

Total Current

   

7,135,200

 

6,821,061

 

 

The fair values of non-current customer contributions as of March 31, 2017 and December 31, 2016 amount to $ 129.5 million and $ 131.7 million, respectively. The fair values are determined based on estimated discounted cash flows in accordance with a market rate for this type of transactions. The fair value category applied thereto was Level 3 category.

 

The carrying amount of the rest of the financial liabilities included in the Company’s trade payables approximates their fair value.

 

 

Nota 18 | Other payables

 

 

 

21


 
 

 

 

 

           
 

Note

 

03.31.17

 

12.31.16

Non-current

         

Loans (mutuum) with CAMMESA

   

1,398,490

 

1,346,807

ENRE penalties and discounts

   

3,565,827

 

3,477,351

Liability with FOTAE

   

177,228

 

172,991

Payment agreements with ENRE

   

99,837

 

106,177

Total Non-current

   

5,241,382

 

5,103,326

           

Current

         

ENRE penalties and discounts

   

56,164

 

56,164

Related parties

29.d

 

6,123

 

4,756

Advances for works to be performed

   

13,575

 

13,575

Payment agreements with ENRE

   

67,754

 

60,264

Total Current

   

143,616

 

134,759

 

The carrying amount of the Company’s other financial payables approximates their fair value.

 

 

22


 
 

 

 

 

Nota 19 | Borrowings

 

 

           
 

Note

 

03.31.17

 

12.31.16

Non-current

         

Corporate notes (1)

   

2,682,501

 

2,769,599

Total non-current

   

2,682,501

 

2,769,599

           

Current

         

Interest from corporate notes

   

118,190

 

53,684

Total current

   

118,190

 

53,684

 

(1)   Net of debt repurchase/redemption and issuance expenses.

 

The fair values of the Company’s non-current borrowings (Corporate Notes) as of March 31, 2017 and December 31, 2016 amount approximately to $ 3 billion and $ 2.9 billion, respectively. Such values were calculated on the basis of the estimated market price of the Company’s Corporate Notes at the end of the period/year. The fair value category applied thereto was Level 1 category.

 

 

Nota 20 | Salaries and social security taxes payable

 

 

         
   

03.31.17

 

12.31.16

Non-current

       

Early retirements payable

 

4,657

 

5,149

Seniority-based bonus

 

94,917

 

89,168

Total non-current

 

99,574

 

94,317

         

Current

       

Salaries payable and provisions

 

634,853

 

912,275

Social security payable

 

209,192

 

115,793

Early retirements payable

 

3,553

 

4,119

Total current

 

847,598

 

1,032,187

 

The carrying amount of the Company’s salaries and social security taxes payable approximates their fair value.

 

 

Nota 21 | 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, 2016, except for the following:

 

 

         
   

03.31.17

 

12.31.16

Non-current

       

Tax payable

 

305,522

 

-

Total non-current

 

305,522

 

-

         

Current

       

Tax payable

 

243,666

 

243,666

Tax on minimum national income tax payable, net

(64,456)

 

(64,456)

Tax withholdings

 

(36,511)

 

(24,005)

Total current

 

142,699

 

155,205

 

 

23


 
 

 

 

 

The detail of deferred tax assets and liabilities is as follows:

 

 

 

 

 

 

 

03.31.17

 

12.31.16

Deferred tax assets

 

 

 

Tax loss carryforward

4,172

 

4,172

Inventories

5,075

 

5,093

Trade receivables and other receivables

172,071

 

138,816

Trade payables and other payables

1,153,083

 

1,123,556

Salaries and social security taxes payable

26,364

 

24,500

Benefit plans

110,931

 

104,810

Tax liabilities

16,515

 

15,734

Provisions

168,907

 

150,244

Deferred tax asset

1,657,118

 

1,566,925

 

 

 

 

Deferred tax liabilities:

 

 

 

Property, plant and equipment

(513,977)

 

(499,142)

Financial assets at fair value through profit or loss

(45,627)

 

(40,351)

Borrowings

(8,083)

 

(8,414)

Deferred tax liability

(567,687)

 

(547,907)

 

 

 

 

Net deferred tax (liabilities) assets

1,089,431

 

1,019,018

 

The detail of the income tax expense is as follows:

 

 

 

 

 

 

 

 

 

03.31.17

 

03.31.16

Deferred tax

 

70,413

 

242,767

Current tax

 

(305,522)

 

(155,346)

Income tax expense

 

(235,109)

 

87,421

 

 

 

 

 

 

 

 

 

 

   

03.31.17

 

03.31.16

Profit (Loss) for the period before taxes

 

656,492

 

(212,458)

Applicable tax rate

 

35%

 

35%

(Loss) Profit for the period at the tax rate

 

(229,772)

 

74,360

 

 

 

 

 

Non-taxable income

 

(5,337)

 

13,061

Income tax expense

 

(235,109)

 

87,421

 

24


 
 

 

 

 

Nota 22 | Tax liabilities

 

 

         
   

03.31.17

 

12.31.16

Non-current

       

Tax regularization plan

 

369

 

680

Total Non-current

 

369

 

680

         

Current

       

Provincial, municipal and federal contributions and taxes

 

527,487

 

377,430

VAT payable

 

354,763

 

725,553

Tax withholdings

 

55,901

 

78,909

SUSS withholdings

1,929

 

2,785

Municipal taxes

 

69,992

 

57,832

Tax regularization plan

 

2,005

 

1,979

Total Current

 

1,012,077

 

1,970,041

 

Nota 23 | Provisions

 

         
   

Non-current liabilities

 

Current liabilities

   

Contingencies

At 12.31.16

 

341,357

 

87,912

         

Increases

 

36,472

 

29,798

Decreases

 

(4)

 

(12,943)

At 03.31.17

 

377,825

 

104,767

         

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

 

Nota 24 | Revenue from sales

     
   

03.31.17

 

03.31.16

Sales of electricity (1)

 

5,332,301

 

2,965,534

Right of use on poles

 

28,135

 

22,855

Connection charges

 

5,725

 

1,509

Reconnection charges

 

474

 

222

Total Revenue from sales

 

5,366,635

 

2,990,120

 

(1) Includes revenue from the application of ENRE Resolution No. 347/12 for $ 148.5 million and $ 274.4 million for the periods ended March 31, 2017 and 2016, respectively.

 

 

25


 
 

 

 

Nota 25 | Expenses by nature

 

The detail of expenses by nature is as follows:

 

 

     

Description

 

Transmission and distribution expenses

 

Selling expenses

 

Administrative expenses

 

Total

Salaries and social security taxes

 

768,857

 

131,174

 

141,479

 

1,041,510

Pension plans

 

18,581

 

3,170

 

3,419

 

25,170

Communications expenses

 

5,509

 

41,418

 

3,074

 

50,001

Allowance for the impairment of trade and other receivables

 

-

 

50,373

 

-

 

50,373

Supplies consumption

 

49,689

 

-

 

10,718

 

60,407

Leases and insurance

 

104

 

-

 

24,665

 

24,769

Security service

 

17,632

 

184

 

19,135

 

36,951

Fees and remuneration for services

 

148,835

 

114,796

 

108,377

 

372,008

Public relations and marketing

 

-

 

-

 

3,766

 

3,766

Advertising and sponsorship

 

-

 

-

 

1,940

 

1,940

Reimbursements to personnel

 

6

 

5

 

149

 

160

Depreciation of property, plants and
equipments

80,226

 

12,674

 

4,574

 

97,474

Directors and Supervisory Committee
members’ fees

-

 

-

 

2,920

 

2,920

ENRE penalties (1)

 

(41,683)

 

90,054

 

-

 

48,371

Taxes and charges

 

-

 

54,761

 

4,568

 

59,329

Other

 

93

 

20

 

597

 

710

At 03.31.17

 

1,047,849

 

498,629

 

329,381

 

1,875,859

 

(1)  Transmission and distribution expenses include recovery for $ 413.7 million (Note 2.b) net of the charge for the period for $ 372 million

 

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, 2017 for $ 74.3 million.

 

 

     

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.

 

 

26


 
 

 

 

Nota 26 | Other operating expense, net

 

 

         
   

03.31.17

 

03.31.16

Other operating income

       

Services provided to third parties

 

12,962

 

7,122

Commissions on municipal taxes collection

 

9,261

 

4,129

Related parties

29.a

685

 

-

Income from non-reimbursable customer
contributions

 

191

 

191

Others

 

279

 

2,128

Total other operating income

 

23,378

 

13,570

         

Other operating expense

       

Net expense from technical services

 

(6,467)

 

(4,761)

Gratifications for services

 

(12,029)

 

(6,417)

Cost for services provided to third parties

 

(3,656)

 

(3,346)

Severance paid

 

(3,556)

 

(4,598)

Debit and Credit Tax

 

(66,241)

 

(24,817)

Other expenses - FOCEDE

 

-

 

(13,975)

Provision for contingencies

 

(66,270)

 

(60,093)

Disposals of property, plant and equipment

 

(2,693)

 

(1,003)

Other

 

(3,025)

 

(117)

Total other operating expense

 

(163,937)

 

(119,127)

Other operating expense, net

 

(140,559)

 

(105,557)

 

Nota 27 | Net financial expense

 

 

     
   

03.31.17

 

03.31.16

Financial income

 

 

   

Commercial interest

 

29,750

 

17,655

Financial interest

 

29,694

 

8,451

Total financial income

 

59,444

 

26,106

 

 

 

 

 

Financial expenses

 

 

 

 

Interest and other (1)

 

(112,146)

 

(93,691)

Fiscal interest

 

(1,089)

 

(1,073)

Commercial interest

 

(234,490)

 

(248,118)

Bank fees and expenses

 

(761)

 

(757)

Total financial expenses

 

(348,486)

 

(343,639)

 

 

 

 

 

Other financial results

       

Exchange differences

 

73,945

 

(327,384)

Adjustment to present value of receivables

 

(74)

 

289

Changes in fair value of financial assets (2)

 

64,828

 

202,738

Net gain from the repurchase of
Corporate Notes

 

-

 

42

Other financial expense

 

(9,801)

 

(8,875)

Total other financial expense

 

128,898

 

(133,190)

Total net financial expense

 

(160,144)

 

(450,723)

 

(1)   Net of interest capitalized as of March 31, 2017 and 2016 for $ 65.1 million and $ 61.7 million, respectively.

(2)   Includes changes in the fair value of financial assets on cash equivalents as of March 31, 2017 and 2016 for $ 6.6 million and $ 3.9 million, respectively.

 

 

27


 
 

 

 

Nota 28 | Basic and diluted earnings (loss) per share

 

Basic

 

The basic earnings (loss) per share are calculated by dividing the profit/(loss) attributable to the holders of the Company’s equity instruments by the weighted average number of common shares outstanding as of March 31, 2017 and 2016, excluding common shares purchased by the Company and held as treasury shares.

 

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

 

 

     
   

03.31.17

 

03.31.16

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

 

421,383

 

(125,037)

Weighted average number of common shares outstanding

 

897,115

 

897,043

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

 

0.47

 

(0.14)

 

Nota 29 | Related-party transactions

 

·             The following transactions were carried out with related parties:

 

a.         Income

 

 

         

Company

 

Concept

 

03.31.17

 

03.31.16

             

PAMPA

 

Electrical assembly service

 

685

 

-

       

685

 

-

 

b.         Expense

 

 

 

       

Company

 

Concept

 

03.31.17

 

03.31.16

 

           

EASA (Note 30)

 

Technical advisory services on financial matters

 

(9,801)

 

(8,861)

SACME

 

Operation and oversight of the electric power transmission system

 

(13,021)

 

(8,529)

Salaverri, Dellatorre, Burgio y Wetzler Malbran

 

Legal fees

 

(101)

 

(3,454)

PYSSA

 

Financial and granting of loan services to customers

 

-

 

(13)

OSV

 

Hiring life insurance for staff

 

(3,333)

 

(579)

PISA

 

Interest Corporate Notes 2022

 

-

 

(3,573)

 

     

(26,256)

 

(25,009)

 

c.         Key Management personnel’s remuneration

 

 

 

 

 
   

03.31.17

 

03.31.16

Salaries

 

45,051

 

40,536

 

 

45,051

 

40,536

 

 

 

28


 
 

 

 

 

·             The balances with related parties are as follow:

 

d.         Receivables and payables

 

 

         

 

 

03.31.17

 

12.31.16

Other receivables - Non current

       

SACME

 

7,431

 

6,856

 

 

7,431

 

6,856

         

Other receivables - Current

       

SACME

 

766

 

766

   

766

 

766

         

Trade payables

 

     

PYSSA

 

(204)

 

(204)

 

 

(204)

 

(204)

 

 

     

Other payables

       

SACME

 

(6,123)

 

(4,756)

   

(6,123)

 

(4,756)

 

 

Nota 30 |     CTLL - EASA – IEASA Merger process

 

The Company has been informed that the Board of Directors of EASA, the parent company, at its meeting of March 29, 2017 approved, subject to the approval of both the respective shareholders’ meetings and the control authorities, the merger of EASA and IEASA (the latter being EASA’s majority shareholder) as the acquired companies, which will be dissolved without liquidation, with and into CTLL, as the acquiring and surviving company.

 

Furthermore, the Preliminary Merger Agreement and the Consolidated Merger Statement of Financial Position have been approved. It must be pointed out that CTLL, the acquiring and surviving company, as well as EASA and IEASA, the acquired companies, belong to the same control group inasmuch as Pampa Energía is the direct and/or indirect controlling shareholder of all of them.

 

In compliance with applicable regulations, on March 30, 2017 the Company and EASA informed the ENRE and requested its authorization.

 

At the date of issuance of these condensed interim financial statements, the process is still pending definition by the Regulatory entities.

 

 

 

29


 
 

 

 

 

Nota 31 |     Events after the reporting period

 

Ordinary and Extraordinary Shareholders’ Meeting

 

The Company Ordinary and Extraordinary Shareholders’ Meeting held on April 18, 2017 resolved, among other issues, the following:

 

-        To approve Edenor S.A.’s Annual Report and Financial Statements of as of December 31, 2016;

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

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

-        To approve the use of the treasury shares for the implementation of the long-term incentive plan in favor of certain key personnel (Note 16);

-        Not to carry out the share capital reduction, deferring it and instructing the Board of Directors to call an Extraordinary Shareholders’ Meeting in order to deal with this issue if, as a consequence of the results of operations for the quarters ending March 31 and June 30, 2017, the Company continued to be subject to complying with the mandatory share capital reduction (Note 14).

 

 

Regulatory framework – Bill on electricity dependent patients

 

On April 26, 2017, the Senate unanimously approved a bill originally drafted by the House of Representatives, whose purpose is to guarantee the permanent and free of charge supply of electricity to those individuals who qualify as dependent on power for reasons of health and require medical equipment necessary to avoid risks in their lives or health. The bill provides that the account holder of the service or someone who lives with him/her (a cohabitant) that is registered as “Electricity dependent for reasons of health” will be exempt from the payment of all and every connection fee and will benefit from a special free of charge tariff treatment in the electric power supply service under national jurisdiction, which consists in the recognition of the entire amount of the power bill. For such purpose, the bill provides that Federal Executive Power will make the necessary budget allocations. Additionally, the bill states that the distribution company will, upon request, provide the account holder of the service or a cohabitant that is registered as Electricity dependent for reasons of health with a power generator or the appropriate equipment free of charge, including the costs associated with the operation thereof, capable of providing the electric power necessary to satisfy the operation of the medical equipment. At the date of issuance of these condensed interim financial statements, the bill has been neither passed nor rejected, in whole or in part, by the Federal Executive Power.

 

 

RICARDO TORRES

Chairman

 

                                                                                                     

 

 30

 


 
 

 

 

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, 2017, the related condensed interim statement of comprehensive income for the three months period ended March 31, 2017, the related condensed interim statements of changes in equity and cash flows for the three months period then ended with the complementary selected notes.

 

The amounts and other information related to fiscal year 2016 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”.

 

 

 

 

 

 

DC0 - Información pública


 
 

 

 

 

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 modifying our conclusion we draw attention to the situation explained in Notes 1 and 2 of the interim condensed financial statements as regards the economic and financial position of the Company and its regulatory framework.

 

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, 2017 the liabilities accrued in favor of the Argentine Integrated Social Security System according to the Company’s accounting records amounted to $167,378,616, which were not yet due at that date.

 

Autonomous City of Buenos Aires, May 10, 2017

 

PRICE WATERHOUSE & CO. S.R.L.

 

(Partner)

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

 

 

 

 

 

 


 
 

 

 

Supervisory Committee’s Report

 

To the Shareholders of

Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.)

Introduction

In accordance with the provisions of both section No. 294 of Law No. 19,550 and the regulations of the National Securities Commission (hereinafter “CNV”), we have performed a review of the accompanying condensed interim financial statements of Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.) (hereinafter “the Company”), which comprise the condensed interim statement of financial position as of March 31, 2017, the condensed interim statement of comprehensive income for the three-month period ended March 31, 2017, and the condensed interim statements of changes in equity and cash flows for the three-month period then ended, and selected explanatory notes.

The balances and other information related to fiscal year 2016 and its interim period are an integral part of the aforementioned financial statements and should therefore be considered in relation to those financial statements.

 

Directors’ Responsibility

The Company’s Board of Directors is responsible for the preparation and presentation of the condensed interim financial statements in accordance with International Financial Reporting Standards, which have been adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE), as accounting standards and incorporated by the CNV into its regulations, as such standards were approved by the International Accounting Standards Board. Therefore, the Board of Directors is responsible for the preparation and presentation of the condensed interim financial statements mentioned in the first paragraph in accordance with International Accounting Standard 34 “Interim Financial Reporting”.

 

Scope of our review

We have performed our review in accordance with current regulations, which require the application of the procedures established in International Standard on Review Engagements ISRE 2410 “Review of interim financial information performed by the independent auditor of the entity”, which has been adopted as review standard in Argentina by Technical Resolution No. 33 of the FACPCE, as such standard was approved by the International Auditing and Assurance Standards Board, and  include verification of the consistency of the documents subject to the review with the information on corporate decisions laid down in minutes, and whether such decisions comply with the law and the by-laws as to their formal and documentary aspects. In conducting our professional work, we have examined the work performed by the external auditors of the Company, Price Waterhouse & Co. S.R.L, who issued their auditors’ report on May 10, 2017. A review of interim financial information consists in making inquiries of the Company personnel responsible for the preparation of the information included in the condensed interim financial statements, and in applying analytical and other review procedures.

 

 

 


 
 

 

 

Supervisory Committee’s Report (Continued)

Scope of our review (Continued)

This review is substantially less in scope than an audit performed in accordance with international auditing standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.  Accordingly, we do not express an opinion on the Company’s condensed interim financial position, condensed interim comprehensive income or condensed interim cash flows. We have not assessed the corporate management, financing, marketing or operating criteria, inasmuch as they are the responsibility of the Board of Directors and the Shareholders’ Meeting.

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 International Accounting Standard 34.

 

Emphasis of matter paragraph

Without modifying our conclusion, we draw attention to the situation detailed in Notes 1 and 2 to the condensed interim financial statements with respect to the Company’s economic and financial situation.

 

 

 

 


 
 

 

 

Supervisory Committee’s Report (Continued)

Report of compliance with current regulations

As required by current regulations, we report that:

a)  the Company’s condensed interim financial statements have been transcribed to the “Inventory and Balance Sheet” book and, as to matters within our field of competence, comply with the provisions of the Business Organizations Law and the CNV’s applicable resolutions;

 

b)  the Company’s condensed interim financial statements arise from accounting records, which are kept, in all formal aspects, in conformity with legal regulations and maintain the safety and integrity conditions based on which they were authorized by the CNV;

 

c)  the provisions of section No. 294 of Law No. 19,550 have been complied with.

 

City of Buenos Aires, May 10, 2017.

 

 

By the Supervisory Committee

 

 

 

 

José Daniel Abelovich

Member