20-F/A 1 ednform20fa_2105.htm 20-F/A ednform20fa_2105.htm - Generated by SEC Publisher for SEC Filing  

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015 Commission File number: 001-33422

Empresa Distribuidora y Comercializadora Norte S.A.
(Exact name of registrant as specified in its charter)

Distribution and Marketing Company of the North S.A.

Argentine Republic

(Translation of registrant’s name into English)

(Jurisdiction of incorporation or organization)

Avenida Del Libertador 6363

Ciudad de Buenos Aires, C1428ARG

Buenos Aires, Argentina
(Address of principal executive offices)

Leandro Montero

Tel.: +54 11 4346 5511 / Fax: +54 11 4346 5325 Avenida Del Libertador 6363 (C1428ARG)
Buenos Aires, Argentina

Chief Financial Officer

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class:

Name of each exchange on which registered

Class B Common Shares

New York Stock Exchange, Inc.*

American Depositary Shares, or ADSs, evidenced by American Depositary Receipts, each representing 20 Class B Common Shares

New York Stock Exchange, Inc.

*    Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

__________

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 462,292,111 Class A Common Shares, 442,210,385 Class B Common Shares and 1,952,604 Class C Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934.  Yes o No þ

Note:  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:  U.S. GAAP o
International Financial Reporting Standards as issued by the International Accounting Standards Board
þ Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes o No þ


 
 

 

 

EXPLANATORY NOTE

 

On April 27, 2016, the Company filed its annual report on Form 20-F for the year ended December 31, 2015 (the “Original Annual Report”) with the Securities and Exchange Commission (the “Commission”).

 

This amendment on Form 20-F/A (this “Amendment No. 1”) amends and restates the Original Annual Report, solely to (i) replace (a) Item 3 (Key Information), (b) Item 4A (Unresolved Staff Comments), (c) Item 5  (Operating and Financial Review and Prospects), (d) Item 15 (Controls and Procedures) and (e) Item 18 (Financial Statements) and (ii) to reflect the restatement in our financial statements for the years ended December 31, 2015 and 2014 as a consequence of changes within the statement of cashflows and to disclose subsequent events through such date.  These additions and changes were made in response to comments that we received from the Commission.

 

In light of the restatement, readers should not rely on the Company’s previously filed financial statements as of each of December 31, 2015 and December 31, 2014, and for each of the years ended December 31, 2015 and December 31, 2014.

 

Except as provided in this explanatory note, or as indicated in the applicable disclosure, this Amendment No. 1 has not been updated to reflect other events occurring after the filing of the Original Annual Report and does not modify or update information and disclosures in the Original Annual Report affected by subsequent events.  Accordingly, this Amendment No. 1 should be read in conjunction with our filings with the Commission subsequent to the date on which we filed the Original Annual Report, together with any amendments to those filings.

 

This Amendment No. 1 also includes certifications from our Chief Executive Officer and Chief Financial Officer, dated as of the date of this filing.

 

1


 
 

 

 

PART I

Item 3.         Key Information

In this annual report, except as otherwise specified, references to “we”, “us”, “our” and “the Company” are references to (i) Empresa Distribuidora y Comercializadora Norte S.A., or “Edenor”, on a standalone basis prior to March 1, 2011, (ii) Edenor, Empresa Distribuidora Eléctrica Regional S.A. (“Emdersa”) and Aeseba S.A. (“Aeseba”), between March 1, 2011 and March 31, 2013, (iii) Edenor and Emdersa”, between March 1, 2011 and September 30, 2013, and (iv) Edenor on a standalone basis, from October 1, 2013 through the date of filing of this annual report. References to Edenor, Emdersa and/or Aeseba on a standalone basis are made by naming each company as the case may be. For more information, see “Item 4Information on the CompanyHistory and Development of the Company.”

FORWARD‑LOOKING STATEMENTS

This annual report includes forward‑looking statements, principally under the captions “Item 3. Key Information - Risk Factors”, “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.”  We have based these forward‑looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business.  Forward‑looking statements may also be identified by words such as “believes,” “expects,” “anticipates,” “projects,” “intends,” “should,” “seeks,” “estimates,” “future” or similar expressions.  Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results to differ materially from those expressed or implied in our forward‑looking statements, including, among other things:

·         the outcome and timing of the integral tariff revision process (Revisión Tarifaria Integral or “RTI”) and, more generally, uncertainties relating to future government approvals to increase or adjust our tariffs;

·         general political, economic, social, demographic and business conditions in the Republic of Argentina, or Argentina and particularly in the geographic market we serve;

·         the impact of regulatory reform and changes in the regulatory environment in which we operate;

·         electricity shortages;

·         potential disruption or interruption of our service;

·         the revocation or amendment of our concession by the granting authority;

·         our ability to implement our capital expenditure plan, including our ability to arrange financing when required and on reasonable terms;

·         fluctuations in exchange rates, including a devaluation of the Peso;

·         the impact of high rates of inflation on our costs;

·         our ability to access to financing under reasonable terms; and

·         additional matters identified in “Risk factors.”

Forward‑looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward‑looking statements after we file this annual report because of new information, future events or other factors.  In light of these limitations, undue reliance should not be placed on forward‑looking statements contained in this annual report.

SELECTED FINANCIAL DATA

The following tables present our summary financial data for the years ended December 31, 2015, 2014, 2013, 2012 and 2011.  This information should be read in conjunction with our audited restated financial statements as of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015 (the “Restated Financial Statements”), the related notes thereto and the information under “Item 5. Operating and Financial Review and Prospects.ˮ included elsewhere in this annual report.  The financial data as of December 31, 2015, has been derived from our Restated Financial Statements.

2


 
 

 

 

Our Restated Financial Statements have been prepared in accordance with International Financing Reporting Standards (“IFRSˮ), as issued by the International Accounting Standards Board (“IASBˮ), and these have been approved by resolution of the board of directors’ meeting held on July 20, 2016.  See “Item 18—Financial Statements.”

The selected statement of comprehensive (loss) income data for the years ended December 31, 2015, 2014, 2013, 2012 and 2011, and the selected statement of financial position data as of December 31, 2015, 2014, 2013, 2012 and 2011 have been prepared in accordance with IFRS, as issued by the IASB, and have been derived from our financial statements, which were audited by Price Waterhouse & Co. S.R.L. (“PwC”), member firm of PricewaterhouseCoopers network. The financial data as of December 31, 2011, 2012 and 2013 is derived from our audited financial statements that are not included in this annual report, which were also audited by PwC.

Despite the delay in the implementation of certain provisions of the Adjustment Agreement, particularly in relation to the implementation of the semi-annual rate adjustments resulting from the CMM (as defined below) and the completion of the RTI process, the recent adoption of certain measures, such as Resolution No. 32/15 of the Argentine Secretariat of Energy (the “SE”) and Resolution No. 7/16 of the Ministry of Energy and Mining (the “Ministry of Energy”), has allowed us to not only maintain the quality and safety of our service but also to satisfy the constant year-on-year increase in demand for electricity following Argentina’s relative economic growth in recent years (especially, from 2012 through 2015). Accordingly, we have been able to absorb the higher costs associated with the increased supply of electricity and to carry out investments and essential operation and maintenance-related works as planned.

During 2015, we recorded positive operating and net income reversing the negative economic and financial situation experienced in previous years. Such improvement was achieved mainly as a consequence of the issuance on March 13, 2015 of Resolution No. 32/15 of the SE, which addressed the need for adjustment of the economic and financial situation of distribution companies granting us a temporary increase in income through funds provided by CAMMESA, applicable retroactively as from February 1, 2015, to cover costs and investments associated with the regular provision of the public service of distribution of energy on account of the future RTI.

Notwithstanding the foregoing, as of December 31, 2015, our negative working capital amounted to Ps. 1,811 million, which included debt owed to CAMMESA of Ps. 1,808.6 million plus accrued interest, as described under Note 2.c.IX.e to our Restated Financial Statements, with respect to which we have submitted to CAMMESA a repayment plan in November 2015 based on available and projected cash flows data. As of the date of this annual report, negotiations with CAMMESA continue with respect to a final repayment schedule. On December 16, 2015, the Macri administration issued Decree No. 134/15, which declared the state of emergency with respect to the national electricity system, authorizing the Ministry of Energy to implement a nation-wide plan of action for the generation, transmission and distribution of electricity and to take actions to guarantee the supply of the electricity under adequate economic and technical conditions.

During January 2016, the Ministry of Energy issued Resolutions No. 6/16 and No. 7/16 implementing a new tariff schedule that improved the income of distribution companies such as us to enable them to make investments, carry out maintenance works and expand their networks during 2016 Pursuant to such resolutions, the Argentine Electricity Agency (Ente Nacional Regulador de la Electricidad, the “ENRE”) implemented a VAD (as defined below) adjustment to the tariff schedule on account of the future RTI, and is expected to take all necessary action to conclude the RTI process by December 31, 2016.

Notwithstanding the foregoing, our board of directors (the “Board of Directors”) continues evaluating the sufficiency of financial resources allocated to pay for operation costs, investment plans and debt service, together with the impact on the different variables that affect our business, such as demand behavior, losses, penalties and service quality, among others. In addition, our Board of Directors will continue to actively participate in the RTI process, which is expected to be concluded by December 31, 2016 in accordance with Section 5 of Resolution No. 7/16 of the Ministry of Energy.

Our Restated Financial Statements are included in this annual report beginning on page F-1.

3


 
 

 

 

In accordance with the decision of our board of directors to divest and sell the subsidiary Aeseba as of March 31, 2013 and the subsidiaries Emdersa Holding S.A. (Emdersa Holdingˮ or “EHSA”), including Emdersa and its subsidiaries, Empresa Distribuidora de San Luis S.A. (“Edesal”), Empresa Distribuidora de La Rioja S.A. (“Edelar”), Empresa Distribuidora de Salta S.A. (“Edesa”) and Emdersa Generación Salta S.A. (“EGSSA”), as of December 31, 2011, we have classified the corresponding assets and liabilities associated to these subsidiaries in the financial statements as of December 31, 2013, 2012 and 2011 as “Assets of disposal groups classified as held for sale” and “Liabilities of disposal groups classified as held for sale.” As of October 11, 2011, October 25, 2011 and May 10, 2012 the Company sold its direct and indirect stake in EGSSA (subject to a condition precedent related to Emdersa’s spin-off), Edesal and Edesa, respectively. The corresponding charges to results have been included within “Income (Loss) from discontinued operations” line item in our consolidated statements of comprehensive loss for the years ended December 31, 2012 and 2011. As of April 5, 2013, the Company sold its stake in Aeseba. The corresponding charges to results have been included within “Loss from Discontinued operations” line item in our consolidated statements of comprehensive loss for the year ended December 31, 2013.

 

In this annual report, except as otherwise specified, references to “$”, “U.S.$” and “Dollars” are to U.S. Dollars, and references to “Ps.” and “Pesos” are to Argentine Pesos.  Solely for the convenience of the reader, Peso amounts as of and for the year ended December 31, 2015 have been translated into U.S. Dollars at the selling exchange rate for U.S. Dollars quoted by Banco de la Nación Argentina (the “Banco Nación”) on December 31, 2015, which was Ps. 13.04 to U.S.$ 1.00, unless otherwise indicated. The U.S. Dollar equivalent information should not be construed to imply that the Peso amounts represent, or could have been or could be converted into, U.S. Dollars at such rates or any other rate. See “Item 3. Key Information—Exchange Rates” and “Item 3.  Key Information—Risk Factors—Risks Relating to Argentina—Fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy, which could, in turn adversely affect our results of operations.”

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, any discrepancies between the totals and the sums of amounts are due to rounding.

4


 
 

 

Statement of comprehensive (loss) income *

   

2015

 

2015

 

2014

 

2013

 

2012

 

2011

   

US$

 

Ps.

 

Ps.

 

Ps.

 

Ps.

 

Ps.

Continuing operations

                       

Revenue from sales (1)

 

291.6

 

3,802.2

 

3,598.4

 

3,440.7

 

2,976.2

 

2,302.0

Electric power purchases

 

(155.1)

 

(2,022.0)

 

(1,878.1)

 

(2,050.3)

 

(1,740.2)

 

(1,130.9)

Subtotal

 

136.5

 

1,780.2

 

1,720.3

 

1,390.4

 

1,236.0

 

1,171.1

Transmission and distribution expenses

 

(241.8)

 

(3,153.7)

 

(2,825.1)

 

(2,055.3)

 

(1,344.1)

 

(970.5)

(Loss) Gross income

 

(105.3)

 

(1,373.5)

 

(1,104.8)

 

(664.9)

 

(108.1)

 

200.6

   

 

 

 

 

 

 

 

 

 

 

 

Selling expenses

 

(63.9)

 

(832.8)

 

(657.9)

 

(548.3)

 

(352.9)

 

(261.9)

Administrative expenses

 

(54.1)

 

(706.1)

 

(496.8)

 

(324.8)

 

(249.4)

 

(196.6)

Other operating income

 

6.1

 

79.2

 

52.4

 

61.6

 

32.3

 

22.5

Other operating expense

 

(38.5)

 

(502.5)

 

(318.7)

 

(142.8)

 

(150.3)

 

(93.8)

Gain from acquisition of companies

 

-

 

-

 

-

 

-

 

-

 

435.0

Income from non-reimbursable customer
contributions

 

0.1

 

0.8

 

0.8

 

0.7

 

-

 

-

Operating (loss) profit before SE Resolution 250/13 and subsequent Notes

 

(255.7)

 

(3,334.9)

 

(2,525.0)

 

(1,618.5)

 

(828.4)

 

105.8

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

 

385.4

 

5,025.1

 

-

 

-

 

-

 

-

Higher costs recognition - SE Resolution 250/13 and subsequents Notes

 

42.3

 

551.5

 

2,271.9

 

2,933.1

 

-

 

-

Operating profit (loss)

 

171.9

 

2,241.7

 

(253.1)

 

1,314.6

 

(828.4)

 

105.8

                         

Financial income

 

7.4

 

96.2

 

235.5

 

287.1

 

75.5

 

53.5

Financial expenses (2)

 

(34.5)

 

(450.0)

 

(592.0)

 

(504.9)

 

(226.0)

 

(150.6)

Other financial expense

 

(43.1)

 

(561.7)

 

(324.5)

 

(273.1)

 

(168.1)

 

(93.5)

Net financial (expense) income

 

(70.2)

 

(915.5)

 

(681.0)

 

(490.9)

 

(318.6)

 

(190.6)

Profit (Loss) before taxes

 

101.7

 

1,326.2

 

(934.1)

 

823.7

 

(1,147.0)

 

(84.8)

 

                       

Income tax

 

(14.1)

 

(183.8)

 

154.4

 

44.1

 

116.7

 

(82.2)

Profit (Loss) for the year from continuing operations

 

87.6

 

1,142.4

 

(779.7)

 

867.8

 

(1,030.3)

 

(167.0)

 

                       

Discontinued operations

 

-

 

-

 

-

 

(95.1)

 

16.9

 

(124.4)

Profit (Loss) for the year

 

87.6

 

1,142.4

 

(779.7)

 

772.7

 

(1,013.4)

 

(291.4)

                         

Profit (Loss) for the year attributable to:

                       

Owners of the Company

 

87.6

 

1,142.4

 

(779.7)

 

771.7

 

(1,016.5)

 

(304.1)

Non-controlling interests

 

-

 

-

 

-

 

1.0

 

3.1

 

12.7

Profit (Loss) for the year

 

87.6

 

1,142.4

 

(779.7)

 

772.7

 

(1,013.4)

 

(291.4)

                         

Profit (Loss) for the year attributable to the owners of the parent

                       

Continuing operations

 

87.6

 

1,142.4

 

(779.7)

 

867.9

 

(1,030.3)

 

(167.0)

Discontinued operations

 

-

 

-

 

-

 

(96.2)

 

13.8

 

(137.1)

   

87.6

 

1,142.4

 

(779.7)

 

771.7

 

(1,016.5)

 

(304.1)

 

 

5


 
 

 

Statement of comprehensive (loss) income * (continued)

 

   

2015

 

2015

 

2014

 

2013

 

2012

 

2011

   

US$

 

Ps.

 

Ps.

 

Ps.

 

Ps.

 

Ps.

Other comprehensive income

                       

Items that will not be reclassified to profit or loss

                       

Results related to benefit plans

 

(0.3)

 

(3.7)

 

(17.8)

 

(21.0)

 

7.9

 

(10.2)

Tax effect of actuarial income (losses) on benefit plans

 

0.1

 

1.3

 

6.2

 

7.4

 

(2.8)

 

3.6

Total other comprehensive loss from discontinued operations

 

-

 

-

 

-

 

-

 

(2.1)

 

(5.7)

Total other comprehensive (loss) income

 

(0.2)

 

(2.4)

 

(11.6)

 

(13.6)

 

3.0

 

(12.3)

                         
                         
                         

Comprehensive income for the year attributable to:

                       

Owners of the parent

 

87.4

 

1,140.0

 

(791.3)

 

758.1

 

(1,013.2)

 

(315.4)

Non-controlling interests

 

-

 

-

 

-

 

1.0

 

2.8

 

11.7

Comprehensive income (loss) for the year

 

87.4

 

1,140.0

 

(791.3)

 

759.1

 

(1,010.4)

 

(303.7)

                         

Profit (Loss) for the year attributable to the owners of the parent

                       

Continuing operations

 

87.4

 

1,140.0

 

(791.3)

 

757.1

 

(1,025.1)

 

(173.6)

Discontinued operations

     

-

 

-

 

1.0

 

11.9

 

(141.8)

   

87.4

 

1,140.0

 

(791.3)

 

758.1

 

(1,013.2)

 

(315.4)

                         

Basic and diluted earnings (loss) per share:

                       

Basic and diluted earnings (loss) per share from continuing operations

 

0.10

 

1.27

 

(0.87)

 

0.97

 

(1.15)

 

(0.19)

Basic and diluted (loss) earnings per share from discontinued operations

 

-

 

-

 

-

 

(0.11)

 

0.02

 

(0.15)

                         

Basic and diluted earnings (loss) per ADS (3):

                       

Basic and diluted earnings (loss) per ADS from continuing operations

 

1.95

 

25.40

 

(17.40)

 

19.40

 

(23.00)

 

(3.80)

Basic and diluted (loss) earnings per ADS from discontinued operations

 

-

 

-

 

-

 

(2.20)

 

0.40

 

(3.00)

 

(*)      Certain amounts of the presented financial data for comparative purposes (2014, 2013, 2012 and 2011) have been reclassified (with regard to the financial statements as of such dates) following the disclosure criteria used for the financial statements as of December 31, 2015, mainly due to discontinued operations.

(1)     Revenue from operations is recognized on an accrual basis and derives mainly from electricity distribution. Such revenue includes electricity supplied, whether billed or unbilled, at the end of each year, and has been valued on the basis of applicable tariffs and the charges determined by the Resolution No. 347/12.

(2)     Net of interest capitalized at December 31, 2015, 2014, 2013, 2012 and 2011 for Ps. 255.9, Ps. 123.9 million, Ps. 24.5 million, Ps. 25.4 million and Ps. 16.1 million, respectively.

(3)     Each ADS represents 20 Class B common shares.

 

 

 

6


 
 

 

 

Statement of financial position

 

 

 

2015

 

2015

 

2014

 

2013

 

2012

 

2011

 

 

US$

 

Ps.

 

Ps.

 

Ps.

 

Ps.

 

Ps.

ASSETS

 

 

 

 

 

   

 

 

 

 

 

Non-current assets

 

 

 

 

 

   

 

 

 

 

 

Property, plant and equipment

 

681.4

 

8,885.8

 

6,652.5

 

5,189.3

 

4,344.6

 

3,995.3

Intangible assets

 

-

 

-

 

-

 

-

 

845.8

 

793.0

Interest in joint ventures

 

-

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

Deferred tax asset

 

3.8

 

50.0

 

87.2

 

-

 

-

 

-

Other receivables

 

11.8

 

153.8

 

249.2

 

199.4

 

195.0

 

50.3

Trade receivables

 

1.8

 

23.6

 

-

 

-

 

2.0

 

45.7

Total non-current assets

 

698.9

 

9,113.6

 

6,989.3

 

5,389.1

 

5,387.8

 

4,884.7

 

 

 

 

 

 

   

 

 

 

 

 

Current assets

 

 

 

 

 

   

 

 

 

 

 

Assets under construction

 

-

 

-

 

-

 

-

 

84.5

 

45.5

Inventories

 

10.3

 

134.9

 

74.0

 

83.9

 

85.0

 

45.3

Other receivables

 

82.8

 

1,079.8

 

250.3

 

522.1

 

127.2

 

76.3

Trade receivables

 

73.8

 

963.0

 

882.9

 

803.1

 

889.4

 

534.7

Financial assets at fair value through profit or loss

 

119.7

 

1,560.4

 

254.4

 

216.4

 

3.4

 

2.1

Derivative financial instruments

 

0.0

 

0.2

 

-

 

-

 

-

 

1.3

Cash and cash equivalents

 

9.9

 

129.0

 

179.1

 

243.5

 

71.1

 

130.5

Total current assets

 

296.6

 

3,867.3

 

1,640.7

 

1,869.0

 

1,260.6

 

835.7

Assets of disposal group classified as held for sale

 

-

 

-

 

-

 

-

 

223.4

 

1,291.1

TOTAL ASSETS

 

995.4

 

12,980.9

 

8,630.0

 

7,258.1

 

6,871.8

 

7,011.5

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

   

 

 

 

 

 

Capital and reserves attributable to the owners

 

 

 

 

 

   

 

 

 

 

 

Share capital

 

68.8

 

897.0

 

897.0

 

897.0

 

897.0

 

897.0

Adjustment to share capital

 

30.5

 

397.7

 

397.7

 

397.7

 

397.7

 

986.1

Additional paid-in capital

 

0.3

 

3.5

 

3.5

 

3.5

 

3.5

 

21.8

Treasury stock

 

0.7

 

9.4

 

9.4

 

9.4

 

9.4

 

9.4

Adjustment to treasury stock

 

0.8

 

10.3

 

10.3

 

10.3

 

10.3

 

10.3

Other comprehensive (loss) income

 

(3.2)

 

(42.3)

 

(39.9)

 

(28.3)

 

(14.6)

 

64.0

Accumulated deficit

 

19.1

 

249.4

 

(893.0)

 

(113.3)

 

(885.1)

 

(557.3)

Equity attributable to the owners

 

116.9

 

1,525.0

 

385.0

 

1,176.3

 

418.2

 

1,431.3

Non-controlling interest

 

-

 

-

 

-

 

-

 

71.1

 

415.9

TOTAL EQUITY

 

116.9

 

1,525.0

 

385.0

 

1,176.3

 

489.3

 

1,847.2

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

LIABILITIES

 

 

 

 

 

   

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

   

 

 

 

 

 

Trade payables

 

17.3

 

225.0

 

231.1

 

220.8

 

155.3

 

87.7

Other payables (1)

 

183.4

 

2,391.9

 

1,644.6

 

944.7

 

1,894.8

 

1,373.7

Borrowings

 

188.7

 

2,461.0

 

1,598.4

 

1,309.9

 

1,350.7

 

1,189.9

Deferred revenue

 

11.8

 

153.8

 

109.1

 

33.7

 

264.4

 

174.8

Salaries and social security taxes payable

 

6.1

 

80.0

 

62.9

 

26.0

 

17.5

 

23.6

Benefit plans

 

15.7

 

204.4

 

150.4

 

102.7

 

97.4

 

83.5

Deferred tax liability

 

-

 

-

 

-

 

73.4

 

230.4

 

348.7

Tax liabilities

 

0.1

 

1.9

 

3.2

 

4.4

 

10.0

 

17.7

Provisions

 

19.9

 

259.6

 

112.1

 

83.1

 

80.0

 

66.1

Total non-current liabilities

 

443.1

 

5,777.6

 

3,911.8

 

2,798.7

 

4,100.5

 

3,365.7

                         

Current liabilities

 

 

 

 

 

   

 

 

 

 

 

Trade payables

 

343.2

 

4,475.4

 

3,299.6

 

2,481.2

 

1,208.5

 

623.7

Other payables (1)

 

11.6

 

151.7

 

187.1

 

147.2

 

150.4

 

128.6

Borrowings

 

3.7

 

48.8

 

34.0

 

40.6

 

103.1

 

59.0

Derivative financial instruments

 

-

 

-

 

5.9

 

-

 

-

 

-

Deferred revenue

 

0.1

 

0.8

 

0.8

 

-

 

-

 

-

Salaries and social security taxes payable

 

56.2

 

733.1

 

610.6

 

420.9

 

383.6

 

275.8

Benefit plans

 

2.2

 

28.3

 

10.6

 

-

 

15.0

 

11.3

Tax liabilities

 

13.0

 

169.7

 

160.5

 

182.5

 

253.6

 

147.7

Provisions

 

5.4

 

70.5

 

24.1

 

10.7

 

10.5

 

10.3

Total current liabilities

 

435.5

 

5,678.3

 

4,333.2

 

3,283.1

 

2,124.7

 

1,256.4

Liabilities of disposal group classified as held for sale

 

 

 

-

 

-

 

-

 

157.3

 

542.2

TOTAL LIABILITIES

 

878.5

 

11,455.9

 

8,245.0

 

6,081.8

 

6,382.5

 

5,164.3

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

995.4

 

12,980.9

 

8,630.0

 

7,258.1

 

6,871.8

 

7,011.5

 

(1)       Includes the amounts collected through the Program for the Rational Use of Electricity Power (PUREE). As of December, 31, 2014 and 2013 net of Ps. 2,235.1 million and Ps. 1,661.1 million, respectively, compensated pursuant to Resolution No. 250/2013 and Notes 6852/2013, 4012/14, 486/14 and 1136/14, which as of December 31, 2014, 2013, 2012 and 2011 amounted to Ps. 17.5 million, Ps. 108.6 million, Ps. 1,352 million and Ps. 928.7 million, respectively, included under current and non-current liabilities. Edenor is permitted to retain funds from the PUREE that it would otherwise be required to transfer to CAMMESA according to Resolution No. 1,037/07 of the SE. Since the issuance of Resolution No. 32/15, the PUREE funds are considered part of Edenor´s income on account of the future RTI.

 

7


 
 

 

 

Restated Statement of Cash flows

   

2015

 

2015

 

2014

           

 

 

(Restated)

 

(Restated)

 

(Restated)

 

2013

 

2012

 

2011

 

 

US$

 

Ps.

 

Ps.

 

Ps.

 

Ps.

 

Ps.

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Profit for the year

 

87.6

 

1,142.4

 

(779.7)

 

772.7

 

(1,013.4)

 

(291.4)

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

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

21.6

 

281.4

 

237.6

 

212.1

 

192.6

 

184.8

Loss on disposals of property, plant and equipment

 

0.3

 

3.5

 

1.0

 

1.2

 

1.8

 

1.8

Net accrued interest

 

25.6

 

333.7

 

341.0

 

196.6

 

182.6

 

95.3

Exchange differences

 

68.6

 

894.8

 

427.9

 

365.8

 

192.9

 

100.5

Income tax

 

14.1

 

183.7

 

(154.4)

 

(44.1)

 

(116.7)

 

82.2

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

 

1.8

 

24.1

 

19.7

 

33.7

 

54.4

 

13.2

Adjustment to present value of receivables

 

(0.4)

 

(5.4)

 

(8.1)

 

(2.4)

 

2.2

 

(1.2)

Provision for contingencies

 

17.4

 

226.4

 

75.4

 

36.0

 

24.8

 

16.6

Other expenses - FOCEDE

 

4.6

 

59.6

 

97.7

 

-

 

-

 

-

Changes in fair value of financial assets

 

(24.8)

 

(323.6)

 

(67.6)

 

(16.1)

 

(39.1)

 

(14.8)

Accrual of benefit plans

 

6.8

 

89.3

 

51.4

 

22.5

 

20.4

 

9.9

Gain from acquisition of companies

 

-

 

-

 

-

 

-

 

-

 

(435.0)

Higher costs recognition - SE Resolution 250/13 and subsequents Notes

 

(42.3)

 

(551.5)

 

(2,271.9)

 

(2,933.1)

 

-

 

-

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

 

(38.0)

 

(495.5)

 

-

 

 

 

 

 

 

Net gain from the repurchase of Corporate Notes

 

-

 

-

 

(44.4)

 

(88.9)

 

-

 

(6.5)

Income from non-reimbursable customer contributions

 

(0.1)

 

(0.8)

 

-

 

 

 

 

 

 

Discontinued operations

 

-

 

-

 

-

 

168.6

 

287.8

 

349.8

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Increase in trade receivables

 

(3.1)

 

(40.6)

 

(55.3)

 

(48.5)

 

(306.0)

 

(63.6)

Increase in other receivables

 

28.8

 

375.6

 

(134.7)

 

(111.7)

 

(15.6)

 

(44.0)

Decrease (Increase) in inventories

 

(4.7)

 

(60.9)

 

9.9

 

(42.7)

 

(18.3)

 

(10.5)

Increase in assets under construction

 

-

 

-

 

-

 

-

 

-

 

(8.6)

Increase (Decrease) in deferred revenue

 

3.5

 

45.5

 

76.2

 

(0.7)

 

16.9

 

17.5

(Decrease) Increase in trade payables

 

50.7

 

660.8

 

(528.4)

 

(87.0)

 

207.7

 

195.6

Increase in salaries and social security taxes payable

 

10.7

 

139.7

 

226.7

 

95.3

 

88.8

 

63.7

Decrease in benefit plans

 

(1.6)

 

(21.2)

 

(11.0)

 

(7.9)

 

(4.0)

 

(2.7)

(Decrease) Increase in tax liabilities

 

(10.8)

 

(141.0)

 

(28.7)

 

(44.9)

 

43.4

 

(19.2)

Increase in other payables

 

(4.8)

 

(62.1)

 

262.3

 

262.0

 

40.9

 

120.2

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

 

2.0

 

25.6

 

482.9

 

491.9

 

410.7

 

338.0

Net decrease in provisions

 

(2.5)

 

(32.6)

 

(33.0)

 

(25.3)

 

(12.1)

 

(11.0)

Subtotal before variations of account payables with CAMMESA

 

211.0

 

2,750.9

 

(1,807.5)

 

(794.9)

 

242.7

 

680.5

Increase in account payable with Cammesa

 

19.2

 

251.0

 

2,974.9

 

2,231.5

 

295.7

 

10.1

Net cash flows provided by operating activities

 

230.2

 

3,001.9

 

1,167.4

 

1,436.6

 

538.4

 

690.6

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

Payment of property, plants and equipments

 

(160.7)

 

(2,095.5)

 

(1,400.1)

 

(892.4)

 

(537.9)

 

(434.7)

 

 

-

 

 

 

 

 

 

 

 

 

-

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

 

(77.6)

 

(1,012.0)

 

(64.6)

 

(97.4)

 

37.8

 

443.5

Payment for adquisition of companies

 

-

 

-

 

-

 

-

 

-

 

(442.9)

Payment for adquisition of additional non-controlling interests

 

-

 

-

 

-

 

-

 

-

 

(6.4)

Loans granted

 

-

 

-

 

-

 

-

 

(0.5)

 

(39.7)

Collection of financial receivables with related companies

 

-

 

-

 

-

 

2.1

 

142.4

 

90.6

Collection for sales of discontinued operations

 

-

 

-

 

-

 

-

 

-

 

126.7

Incorporation of Cash and Cash equivalents in acquired companies

 

-

 

-

 

-

 

-

 

-

 

119.0

Collection of receivables from sale of subsidiaries - SIESA

0.3

 

4.3

 

3.0

 

2.9

 

-

 

-

Discontinued operations

 

-

 

-

 

-

 

(124.2)

 

(232.1)

 

(610.9)

Net cash flows used in investing activities

 

(238.0)

 

(3,103.2)

 

(1,461.7)

 

(1,109.0)

 

(590.3)

 

(754.8)

 

  

8


 
 

 

Restated Statement of Cash flows (continued)

   

2015

 

2015

 

2014

           
   

(Restated)

 

(Restated)

 

(Restated)

 

2013

 

2012

 

2011

   

US$

 

Ps.

 

Ps.

 

Ps.

 

Ps.

 

Ps.

Cash flows from financing activities

                       

Loans taken

 

-

 

-

 

-

 

-

 

0.8

 

298.2

Repayment of principal on loans

 

-

 

-

 

(0.4)

 

(25.5)

 

(36.5)

 

(252.5)

Payment of interest on loans

 

(13.3)

 

(172.9)

 

(155.3)

 

(177.0)

 

(128.9)

 

(127.9)

Discontinued operations

 

-

 

-

 

-

 

25.4

 

136.8

 

55.9

Proceeds from PP&E mutuum

 

-

 

-

 

100.0

 

-

 

-

 

-

Proceeds from Salaries mutuum

 

16.5

 

214.9

 

280.6

 

-

 

-

 

-

Net cash flows used in financing activities

 

3.2

 

42.0

 

224.9

 

(177.1)

 

(27.8)

 

(26.3)

 

 

 

 

Net (decrease) / increase in cash and cash equivalents

 

(4.5)

 

(59.3)

 

(69.4)

 

150.5

 

(79.7)

 

(90.4)

                         

Cash and cash equivalents at beginning of year

 

13.7

 

179.1

 

243.5

 

71.1

 

130.5

 

246.0

Cash and cash equivalents at beginning of year included in assets of disposal group classified as held for sale

 

-

 

-

 

-

 

11.2

 

28.3

 

-

Exchange differences in cash and cash equivalents

 

0.7

 

9.1

 

5.1

 

10.7

 

3.2

 

3.3

Net (decrease) increase in cash and cash equivalents

 

(4.5)

 

(59.2)

 

(69.5)

 

150.5

 

(79.7)

 

(90.4)

Cash and cash equivalents at the end of year

 

9.9

 

129.0

 

179.1

 

243.5

 

82.3

 

158.8

                         

Cash and cash equivalents at the end of the year in the statement of financial position

 

9.9

 

129.0

 

179.1

 

243.5

 

71.1

 

130.5

Cash and cash equivalents at the end of the year included in assets of disposal group classified as held for sale

 

-

 

-

 

-

 

-

 

11.2

 

28.3

Cash and cash equivalents at the end of the year

 

9.9

 

129.0

 

179.1

 

243.5

 

82.3

 

158.8

                       

-

Supplemental cash flows information

                       

Non-cash operating, investing and financing activities

                       

Financial costs capitalized in property, plant and equipment

 

(19.6)

 

(255.9)

 

(123.9)

 

(24.5)

 

(6.4)

 

4.1

Acquisitions of property, plant and equipment through increased trade payables

 

(12.8)

 

(166.8)

 

(144.8)

 

(126.4)

 

-

 

-

Decrease from offsetting of PUREE-related liability against receivables (SE Resolution 250/13 and SE Notes 6852/13 and 4012/14)

 

0.8

 

10.6

 

(574.0)

 

(1,661.1)

 

-

 

-

Decrease from offsetting of liability with CAMMESA for electricity purchases against receivables (SE Resolution 250/13 and SE Notes 6852/13 and 4012/14)

 

12.1

 

158.1

 

(2,218.4)

 

(1,152.3)

 

-

 

-

Decrease from offset of other liabilities with CAMMESA for loans for consumption (Mutuums) granted for higher salary costs (SE Resolution 32/15)

 

(38.0)

 

(495.5)

 

-

 

-

 

-

 

-

Amounts received from CAMMESA through FOCEDE

 

55.5

 

723.6

 

100.0

 

-

 

-

 

-

Decrease in financial assets at fair value from repurchase of Corporate Notes

 

-

 

-

 

91.6

 

165.1

 

-

 

-

Increase in financial assets at fair value from subsidiary sale

 

-

 

-

 

-

 

(334.3)

 

-

 

-

Decrease of other receivables for collection of corporate notes with related companies

 

-

 

-

 

-

 

52.8

 

-

 

-

Net increase of trade receivables from assets of disposal group classified as held for sale

 

-

 

-

 

-

 

(44.6)

 

-

 

-

Acquisitions of property, plant and equipment through increased debt FOTAE

 

-

 

-

 

(32.9)

 

(49.0)

 

-

 

-

Acquired Companies

                       

Cash and Cash equivalents

 

-

 

-

 

-

 

-

 

-

 

119

Property, plant and equipment

 

-

 

-

 

-

 

-

 

-

 

1,881

Inventories

 

-

 

-

 

-

 

-

 

-

 

4

Trade receivables

 

-

 

-

 

-

 

-

 

-

 

255

Other receivables

 

-

 

-

 

-

 

-

 

-

 

85

Trade payables

 

-

 

-

 

-

 

-

 

-

 

(258)

Borrowings

 

-

 

-

 

-

 

-

 

-

 

(450)

Deferred tax liability

 

-

 

-

 

-

 

-

 

-

 

(79)

Other liabilities

 

-

 

-

 

-

 

-

 

-

 

(331)

Net Assets

 

-

 

-

 

-

 

-

 

-

 

1,227

Non-controlling interests

 

-

 

-

 

-

 

-

 

-

 

(230)

Net assets acquired

 

-

 

-

 

-

 

-

 

-

 

997

Bargain Purchase

 

-

 

-

 

-

 

-

 

-

 

435

Cash Paid

 

-

 

-

 

-

 

-

 

-

 

(562)

Cash and cash equivalents in acquired companies

 

-

 

-

 

-

 

-

 

-

 

119

Net Cash Flow for acquisition of companies

 

-

 

-

 

-

 

-

 

-

 

(443)

  

9


 
 

 

 

 

 

Year ended December 31,

 

2015

 

2014

 

2013

 

2012

 

2011

Operating data

                 

Energy sales (in GWh):

22,402

 

21,312

 

21,674

 

20,760

 

20,098

Residential

9,671

 

9,114

 

9,114

 

8,662

 

8,139

Small Commercial

1,878

 

1,714

 

1,780

 

1,688

 

1,601

Medium Commercial

1,828

 

1,712

 

1,828

 

1,717

 

1,700

Industrial

3,680

 

3,431

 

3,458

 

3,335

 

3,442

Wheeling System(1)

4,200

 

4,213

 

4,374

 

4,261

 

4,156

Public Lighting

688

 

678

 

683

 

668

 

656

Shantytowns

435

 

430

 

417

 

409

 

384

Others (2)

21

 

20

 

20

 

20

 

20

Customers (in thousands) (3)

2,835

 

2,800

 

2,773

 

2,726

 

2,699

Energy Losses (%)

14.90%

 

13.82%

 

13.00%

 

13.30%

 

12.60%

MWh sold per employee

5,122

 

4,920

 

6,024

 

7,088

 

7,188

Customers per employee

648

 

647

 

771 

 

931

 

965

 

(1)       Wheeling system charges represent our tariffs for large users, which consist of a fixed charge for recognized technical losses and a charge for our distribution margins but exclude charges for electric power purchases, which are undertaken directly between generators and large users.

(2)       Represents energy consumed internally by us and our facilities.

(3)       We define a customer as one meter. We may supply more than one consumer through a single meter. In particular, because we measure our energy sales to each shantytown collectively using a single meter, each shantytown is counted as a single customer.

 

 

 

 

 

EXCHANGE RATES

                                                                                                                       

From April 1, 1991 until the end of 2001, the Convertibility Law established a fixed exchange rate under which the Central Bank of Argentina (Banco Central de la República Argentina, the “Central Bank”) was obliged to sell U.S. Dollars at a fixed rate of one Peso per U.S. Dollar (the “Convertibility Regime”).  On January 6, 2002, the Argentine Congress enacted the Public Emergency Law No. 25,561 (the “Public Emergency Law”), formally putting an end to the Convertibility Regime and abandoning over ten years of U.S. Dollar-Peso parity.  The Public Emergency Law grants the Executive Branch of the Argentine government the power to set the exchange rate between the Peso and foreign currencies and to issue regulations related to the foreign exchange market.  The Public Emergency law has been extended until December 31, 2017.  For a brief period following the end of the Convertibility Regime, the Public Emergency Law established a temporary dual exchange rate system.  Since February 2002, the Peso has been allowed to float freely against other currencies, although the government has the power to intervene by buying and selling foreign currency for its own account, a practice in which it may engage on a regular basis.

After several years of moderate variations in the nominal exchange rate, the Peso lost more than 30% of its value with respect to the U.S. Dollar in each of 2013 and 2014, and in 2015, the Peso lost approximately 52% of its value with respect to the U.S. Dollar, including a depreciation of approximately 34% mainly experienced after December 17, 2015 following the announcement of the lifting of a significant portion of exchange restrictions (See “—Risk Factors—Factors Relating to Argentina—Fluctuations in the value of the Peso could adversely affect the Argentine economy, and consequently, our results of operations or financial condition”).  This was followed by a devaluation of the Peso with respect to the U.S. Dollar of approximately 9.9% from January 1, 2016 through April 14, 2016.  There can be no assurance that the Argentine Peso will not depreciate or appreciate again in the future. 

10


 
 

 

 

The following table sets forth the annual high, low, average and period-end exchange rates for U.S. Dollars for the periods indicated, expressed in Pesos per U.S. Dollar at the purchasing exchange rate and not adjusted for inflation.  When preparing our financial statements, we utilize the selling exchange rates for U.S. Dollars quoted by the Banco Nación to translate our U.S. Dollar denominated assets and liabilities into Pesos.  The Federal Reserve Bank of New York does not report a noon buying rate for Pesos.

 

   

Low

 

High

 

Average

 

Period End

   

(Pesos per U.S. Dollar)

Year ended December 31,

               

2011

 

3.97

 

4.30

 

4,13(1)

 

4.30

2012

 

4.30

 

4.92

 

4,55(1)

 

4.92

2013

 

4.93

 

6.52

 

5,48(1)

 

6.52

2014

 

6.54

 

8.56

 

8,23(1)

 

8.55

2015

 

8.56

 

13.40

 

9,51(1)

 

13.04

                 

Month

       

November-2015

 

9,56(2)

 

9,69(2)

 

9.63

 

9.69

December-2015

 

9,70(2)

 

13,40(2)

 

11.41

 

13.04

January-2016

 

13,20(2)

 

13,96(2)

 

13.65

 

13.96

February-2016

 

14,13(2)

 

15,80(2)

 

14.85

 

15.80

March-2016

 

14,39(2)

 

15,80(2)

 

14.95

 

14.70

April-2016(3)

 

14,33(2)

 

14,79(2)

 

14.55

 

14.33

                 

_____________________

               

Source: Banco Nación

(1) Represents the average of the exchange rates on the last day of each month during the period.

(2) Average of the lowest and highest daily rates in the month.