UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2019
EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR)
(DISTRIBUTION AND MARKETING COMPANY OF THE NORTH )
(Translation of Registrant's Name Into English)
Argentina
(Jurisdiction of incorporation or organization)
Av. del Libertador 6363,
12th Floor,
City of Buenos Aires (A1428ARG),
Tel: 54-11-4346-5000
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No X
(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .)
CONDENSED INTERIM FINANCIAL STATEMENTS
AS OF MARCH 31, 2019 AND FOR THE
THREE-MONTH PERIOD ENDED MARCH 31, 2019
PRESENTED IN COMPARATIVE FORM
(Stated in thousands of constant pesos – Note 3)
CONDENSED INTERIM
FINANCIAL STATEMENTS
Legal Information | 2 |
Condensed Interim Statement of Financial Position | 3 |
Condensed Interim Statement of Comprehensive Income | 5 |
Condensed Interim Statement of Changes in Equity | 6 |
Condensed Interim Statement of Cash Flows | 7 |
| |
Notes to the Condensed Interim Financial Statements: | |
1 | | General information | 9 |
2 | | Regulatory framework | 9 |
3 | | Basis of preparation | 12 |
4 | | Accounting policies | 13 |
5 | | Financial risk management | 15 |
6 | | Critical accounting estimates and judgments | 17 |
7 | | Contingencies and lawsuits | 18 |
8 | | Property, plant and equipment | 19 |
9 | | Other receivables | 21 |
10 | | Trade receivables | 22 |
11 | | Financial assets at fair value through profit or loss | 22 |
12 | | Financial assets at amortized cost | 22 |
13 | | Cash and cash equivalents | 22 |
14 | | Share capital and additional paid-in capital | 23 |
15 | | Allocation of profits | 23 |
16 | | Acquisition of the Company's own shares | 23 |
17 | | Share-based compensation plan | 24 |
18 | | Trade payables | 24 |
19 | | Other payables | 25 |
20 | | Borrowings | 25 |
21 | | Salaries and social security taxes payable | 26 |
22 | | Income tax and tax on minimum presumed income / Deferred tax | 27 |
23 | | Tax liabilities | 28 |
24 | | Provisions | 28 |
25 | | Revenue from sales | 29 |
26 | | Expenses by nature | 30 |
27 | | Other operating expense, net | 30 |
28 | | Net financial expense | 31 |
29 | | Basic and diluted earnings per share | 31 |
30 | | Related-party transactions | 32 |
31 | | Ordinary and Extraordinary Shareholders' Meeting | 33 |
Report on review of Condensed Interim Financial Statements | |
Supervisory Committee’s Report | |
| |
| |
| |
| | |
CONDENSED INTERIM
FINANCIAL STATEMENTS
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 |
CABA | | Ciudad Autónoma de Buenos Aires |
CAMMESA | | Compañía Administradora del Mercado Mayorista Eléctrico (the company in charge of the regulation and operation of the wholesale electricity market) |
CNV | | National Securities Commission |
CPD | | Company’s own distribution costs |
EASA | | Electricidad Argentina S.A. |
edenor | | Empresa Distribuidora y Comercializadora Norte S.A. |
Edesur S.A | | Empresa Distribuidora Sur S.A. |
ENRE | | National Regulatory Authority for the Distribution of Electricity |
FNEE | | National Electrical Energy Fund |
FACPCE | | Argentine Federation of Professional Councils in Economic Sciences |
FOTAE | | Trust for the Management of Electric Power Transmission Works |
ICBC | | Industrial and Commercial Bank of China |
IASB | | Accounting Standards Board |
IFRS | | International Financial Reporting Standards |
INDEC | | National Institute of Statistics and Census |
IPB | | IPB Fiduciaria S.A. |
IPC | | Consumer Price Index |
IPIM | | Domestic Wholesale Price Index |
OSV | | Orígenes Seguros de Vida S.A. |
PEN | | Federal Government |
PESA | | Pampa Energía S.A. |
RECPAM | | Gain on net monetary position |
SACDE | | Sociedad Agentina de Construcción y Desarrollo Estratégico S.A. |
SACME | | S.A. Centro de Movimiento de Energía |
SEGBA | | Servicios Eléctricos del Gran Buenos Aires S.A. |
VAD | | Distribution Added Value |
1
CONDENSED INTERIM
FINANCIAL STATEMENTS
Legal Information
Corporate name: Empresa Distribuidora y Comercializadora Norte S.A.
Legal address:6363 Av. 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:August3, 2087
Registration number with the “Inspección General de Justicia” (the Argentine governmental regulatory agency of corporations):1,559,940
Parent company:PESA
Legal address:1 Maipú Street, CABA
Main business of the parent company: Study, exploration and exploitation of hydrocarbon wells, development of mining activities, industrialization, transport and sale of hydrocarbons and their by-products, and the generation, transmission and distribution of electricity. Investment in undertakings and in companies of any nature on its own account or on behalf of third parties or associates of third parties in Argentina or abroad.
Interest held by the parent company in capital stock and votes:51.76%
CAPITAL STRUCTURE
AS OF MARCH 31, 2019
(amounts stated in pesos)
Class of shares | | Subscribed and paid-in (See Note 14) |
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 29,327,267 and 23,112,787 treasury shares as of March 31, 2019 and December 31, 2018, respectively.
(2) Relates to the Employee Stock Ownership Program Class C shares that have not been transferred.
2
CONDENSED INTERIM
FINANCIAL STATEMENTS
edenor
Condensed Interim Statement of Financial Position
as of March 31, 2019 presented in comparative form
(Stated in thousands of constant pesos – Note 3)
| Note | | 03.31.19 | | 12.31.18 |
ASSETS | | | | | |
Non-current assets | | | | | |
Property, plant and equipment | 8 | | 71,055,544 | | 69,834,377 |
Interest in joint ventures | | | 9,885 | | 9,885 |
Leases | | | 305,862 | | - |
Other receivables | 9 | | 798,686 | | 895,068 |
Total non-current assets | | | 72,169,977 | | 70,739,330 |
| | | | | |
Current assets | | | | | |
Inventories | | | 1,817,896 | | 1,408,207 |
Other receivables | 9 | | 463,361 | | 270,639 |
Trade receivables | 10 | | 10,653,159 | | 8,481,761 |
Financial assets at fair value through profit or loss | 11 | | 1,491,832 | | 3,779,896 |
Financial assets at amortized cost | 12 | | 1,821,687 | | 1,351,164 |
Cash and cash equivalents | 13 | | 70,230 | | 30,860 |
Total current assets | | | 16,318,165 | | 15,322,527 |
TOTAL ASSETS | | | 88,488,142 | | 86,061,857 |
3
CONDENSED INTERIM
FINANCIAL STATEMENTS
edenor
Condensed Interim Statement of Financial Position
as of March 31, 2019 presented in comparative form (continued)
(Stated in thousands of constant pesos – Note 3)
| Note | | 03.31.19 | | 12.31.18 |
EQUITY | | | | | |
Share capital and reserve attributable to the owners of the Company | | | | | |
Share capital | 14 | | 877,128 | | 883,342 |
Adjustment to share capital | 14 | | 19,059,900 | | 19,179,960 |
Additional paid-in capital | 14 | | 268,966 | | 268,966 |
Treasury stock | 14 | | 29,327 | | 23,113 |
Adjustment to treasury stock | 14 | | 374,904 | | 254,844 |
Cost treasury stock | | | (1,556,334) | | (1,194,687) |
Legal reserve | | | 170,762 | | 170,762 |
Opcional reserve | | | 410,297 | | 410,297 |
Other comprehensive loss | | | (153,001) | | (153,001) |
Accumulated losses | | | 14,905,019 | | 14,773,521 |
TOTAL EQUITY | | | 34,386,968 | | 34,617,117 |
| | | | | |
LIABILITIES | | | | | |
Non-current liabilities | | | | | |
Trade payables | 18 | | 299,356 | | 319,933 |
Other payables | 19 | | 8,507,032 | | 8,522,269 |
Borrowings | 20 | | 8,172,974 | | 8,039,740 |
Deferred revenue | | | 274,100 | | 307,883 |
Salaries and social security payable | 21 | | 175,779 | | 181,907 |
Benefit plans | | | 421,807 | | 430,463 |
Deferred tax liability | 22 | | 9,721,801 | | 8,996,398 |
Tax liabilities | 22 | | 347,994 | | - |
Provisions | 24 | | 1,302,776 | | 1,196,213 |
Total non-current liabilities | | | 29,223,619 | | 27,994,806 |
Current liabilities | | | | | |
Trade payables | 18 | | 18,623,297 | | 16,329,915 |
Other payables | 19 | | 2,145,211 | | 2,148,455 |
Borrowings | 20 | | 1,442,052 | | 1,204,377 |
Derivative financial instruments | | | 2,496 | | 1,157 |
Deferred revenue | | | 5,346 | | 5,976 |
Salaries and social security payable | 21 | | 1,295,092 | | 1,947,908 |
Benefit plans | | | 32,367 | | 36,179 |
Tax payable | 22 | | 455,408 | | 690,048 |
Tax liabilities | 23 | | 700,009 | | 876,405 |
Provisions | 24 | | 176,277 | | 209,514 |
Total current liabilities | | | 24,877,555 | | 23,449,934 |
TOTAL LIABILITIES | | | 54,101,174 | | 51,444,740 |
| | | | | |
TOTAL LIABILITIES AND EQUITY | | | 88,488,142 | | 86,061,857 |
The accompanying notes are an integral part of the Condensed Interim Financial Statements.
4
CONDENSED INTERIM FINANCIAL STATEMENTS |
edenor
Condensed Interim Statement of Comprehensive Income
for the three-month period ended March 31, 2019
presented in comparative form
(Stated in thousands of constant pesos – Note 3)
| Note | | 03.31.19 | | 03.31.18 |
| | | | | |
Revenue | 25 | | 15,986,592 | | 17,587,109 |
Electric power purchases | | | (10,494,566) | | (8,819,284) |
Subtotal | | | 5,492,026 | | 8,767,825 |
Transmission and distribution expenses | 26 | | (3,055,791) | | (2,887,541) |
Gross gain | | | 2,436,235 | | 5,880,284 |
| | | | | |
Selling expenses | 26 | | (1,497,801) | | (1,206,423) |
Administrative expenses | 26 | | (674,067) | | (706,670) |
Other operating expense, net | 27 | | (275,356) | | (331,623) |
Operating profit | | | (10,989) | | 3,635,568 |
| | | | | |
Financial income | 28 | | 179,881 | | 146,677 |
Financial expenses | 28 | | (1,636,115) | | (1,023,230) |
Other financial results | 28 | | (635,824) | | (243,931) |
Net financial expense | | | (2,092,058) | | (1,120,484) |
| | | | | |
Gain on net monetary position | | | 3,307,942 | | 1,692,480 |
| | | | | |
Profit before taxes | | | 1,204,895 | | 4,207,564 |
| | | | | |
Income tax | 22 | | (1,073,397) | | (1,358,127) |
Profit for the year | | | 131,498 | | 2,849,437 |
| | | | | |
Comprehensive income for the year attributable to: | | | | | |
Owners of the parent | | | 131,498 | | 2,849,437 |
Comprehensive profit for the year | | | 131,498 | | 2,849,437 |
| | | | | |
Basic and diluted earnings profit per share: | | | | | |
Basic and diluted earnings profit per share | 29 | | 0.15 | | 3.17 |
The accompanying notes are an integral part of the Condensed Interim Financial Statements.
5
CONDENSED INTERIM FINANCIAL STATEMENTS |
edenor
Condensed Interim Statement ofChanges in Equity
for the three-month period ended March 31, 2019
presented in comparative form
(Stated in thousands of constant pesos – Note 3)
| Share capital | | Adjustment to share capital | | Treasury stock | | Adjust- ment to treasury stock | | Additional paid-in capital | | Cost treasury stock | | Legal reserve | | Opcional reserve | | Other reserve | | Other comprehesive loss | | Accumulated income (deficit) | | Total equity |
Balance at December 31, 2017 | 898,661 | | 19,359,294 | | 7,794 | | 75,510 | | 257,006 | | - | | 170,762 | | 410,297 | | - | | (148,589) | | 10,037,085 | | 31,067,820 |
| | | | | | | | | | | | | | | | | | | | | | | |
Change of accounting standard - Adjustment by model of expected losses IFRS 9 | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | (67,271) | | (67,271) |
Balance at December 31, 2017 restated | 898,661 | | 19,359,294 | | 7,794 | | 75,510 | | 257,006 | | - | | 170,762 | | 410,297 | | - | | (148,589) | | 9,969,814 | | 31,000,549 |
Other reserve constitution - Share-bases compensation plan | - | | - | | - | | - | | - | | - | | - | | - | | 11,960 | | - | | - | | 11,960 |
Payment of Other reserve constitution - Share-bases compensation plan | 272 | | 366 | | (272) | | (366) | | 11,960 | | - | | - | | - | | (11,960) | | - | | - | | - |
Profit for the three-month period | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 2,849,437 | | 2,849,437 |
Balance at March 31, 2018 | 898,933 | | 19,359,660 | | 7,522 | | 75,144 | | 268,966 | | - | | 170,762 | | 410,297 | | - | | (148,589) | | 12,819,251 | | 33,861,946 |
| | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of own shares | (15,591) | | (179,700) | | 15,591 | | 179,700 | | - | | (1,194,687) | | - | | - | | - | | - | | - | | (1,194,687) |
Other comprehensive results for the period | - | | - | | - | | - | | - | | - | | - | | - | | - | | (4,412) | | - | | (4,412) |
Profit for the nine-month period | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 1,954,270 | | 1,954,270 |
Balance at December 31, 2018 | 883,342 | | 19,179,960 | | 23,113 | | 254,844 | | 268,966 | | (1,194,687) | | 170,762 | | 410,297 | | - | | (153,001) | | 14,773,521 | | 34,617,117 |
| | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of own shares | (6,214) | | (120,060) | | 6,214 | | 120,060 | | - | | (361,647) | | - | | - | | - | | - | | - | | (361,647) |
Profit for the three-month period | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 131,498 | | 131,498 |
Balance at Marzo 31, 2018 | 877,128 | | 19,059,900 | | 29,327 | | 374,904 | | 268,966 | | (1,556,334) | | 170,762 | | 410,297 | | - | | (153,001) | | 14,905,019 | | 34,386,968 |
The accompanying notes are an integral part of the Condensed Interim Financial Statements.
6
CONDENSED INTERIM FINANCIAL STATEMENTS |
edenor
Condensed Interim Statement ofCash Flows
for the three-month period ended March 31, 2019
presented in comparative form
(Stated in thousands of constant pesos – Note 3)
| Note | | 03.31.19 | | 03.31.18 |
Cash flows from operating activities | | | | | |
Profit for the year | | | 131,498 | | 2,849,437 |
| | | | | |
Adjustments to reconcile net (loss) profit to net cash flows from operating activities: | | | | | |
Depreciation of property, plants and equipments | 8 & 26 | | 833,360 | | 705,585 |
Loss on disposals of property, plants and equipments | 8 & 27 | | 13,980 | | 1,373 |
Net accrued interest | 28 | | 1,455,775 | | 876,541 |
Exchange difference | 28 | | 789,612 | | 461,022 |
Income tax | 22 | | 1,073,397 | | 1,358,127 |
Allowance for the impairment of trade and other receivables, net of recovery | 26 | | 175,702 | | 287,257 |
Adjustment to present value of receivables | 28 | | 61 | | 123 |
Provision for contingencies | 27 | | 229,099 | | 209,713 |
Changes in fair value of financial assets | 28 | | (180,580) | | (243,305) |
Accrual of benefit plans | | | 10,778 | | 60,060 |
Net gain from the repurchase of Corporate Bonds | 28 | | 1,690 | | - |
Income from non-reimbursable customer contributions | 27 | | (1,383) | | (1,489) |
Gain on net monetary position | | | (3,307,942) | | (1,692,480) |
Changes in operating assets and liabilities: | | | | | |
Increase in trade receivables | | | (3,122,047) | | (4,105,317) |
Decrease (Increase) in other receivables | | | 953,385 | | (11,538) |
Increase in inventories | | | (387,236) | | (149,613) |
Increase in deferred revenue | | | - | | 115,335 |
Increase in trade payables | | | 3,457,232 | | 2,797,823 |
Decrease in salaries and social security payable | | | (434,492) | | (449,325) |
Decrease in benefit plans | | | (14,446) | | (39,267) |
(Decrease) Increase in tax liabilities | | | (1,031,020) | | 720,620 |
Increase in other payables | | | 41,814 | | 529,725 |
Decrease in provisions | 24 | | (7,630) | | (16,592) |
Payment of Tax payable | | | (61,317) | | (46,305) |
Net cash flows generated by operating activities | | | 619,290 | | 4,217,510 |
7
CONDENSED INTERIM FINANCIAL STATEMENTS |
edenor
Condensed Interim Statement ofCash Flows
for the three-month period ended March 31, 2019
presented in comparative form (continued)
(Stated in thousands of constant pesos – Note 3)
| Note | | 03.31.19 | | 03.31.18 |
Cash flows from investing activities | | | | | |
Payment of property, plants and equipments | | | (2,087,008) | | (1,541,859) |
Net collection of Financial assets | | | 1,868,095 | | (1,377,001) |
Redemtion net of money market funds | | 119,596 | | (1,231,449) |
Mutuum granted to third parties | | | (32,520) | | - |
Collection of receivables from sale of subsidiaries | | | 3,147 | | 4,118 |
Net cash flows used in investing activities | | | (128,690) | | (4,146,191) |
| | | | | |
Cash flows from financing activities | | | | | |
Payment of leases | | | (67,210) | | - |
Repurchase of corporate notes | | | (96,695) | | - |
Acquisition of own shares | | | (361,647) | | - |
Net cash flows (used in) generated by financing activities | | | (525,552) | | - |
| | | | | |
(Decrease) Increase in cash and cash equivalents | | | (34,952) | | 71,319 |
| | | | | |
Cash and cash equivalents at the beginning of year | 13 | | 30,860 | | 136,748 |
Exchange differences in cash and cash equivalents | | | 72,430 | | 4,634 |
Result from exposure to inlfation | | | 1,892 | | 11,634 |
(Decrease) Increase in cash and cash equivalents | | | (34,952) | | 71,319 |
Cash and cash equivalents at the end of the year | 13 | | 70,230 | | 224,335 |
| | | | | |
| | | | | |
Supplemental cash flows information | | | | | |
Non-cash activities | | | | | |
| | | | | |
Adquisition of advances to suppliers, property, plant and equipment through increased trade payables | | | (738,481) | | (355,510) |
| | | | | |
Adquisition of leases through increased other payables | | | (305,862) | | - |
The accompanying notes are an integral part of the Condensed Interim Financial Statements.
8
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 1. General information
History and development of the Company
edenor 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 bidmade by EASA, the parent company ofedenorat that time.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 ofedenor.
The corporate purpose ofedenor 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 byedenor or through subsidiaries or related companies. In addition, the Company may act as trustee of trusts created under Argentine laws.
Note 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, 2018 are the following:
a) Electricity rate situation
On January 31, 2019, the ENRE issued Resolution No. 25/19, whereby it approved, under the terms of ENRE Resolution 366/2018, the new values of generation prices (power reference prices, energy stabilized prices, and those of the national fund of electricity).
On January 31, 2019, the ENRE also issued Resolution No. 27/19, whereby it approved the CPD value of February 2019 together with the stimulus factor, whose application was deferred until March 2019, recognizing the difference in real terms. Additionally, the ENRE determined the value to be applied for the 36 remaining installments resulting from the gradual application system established in ENRE Resolution No. 63/2017, together with the 50% of the CPD that should have been applied in the August 18-January 19 six-month period.
Furthermore, in accordance with the Federal Government’s measures announced in the first days of April 2019, there will be no more rate increases this year for the residential electric service. The increases that had already been authorized by Resolution 366/18, for Residential customers, in May and August, will be absorbed by the Federal Government.
9
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Finally, on April 30, 2019, the Electricity Market and Renewable Resources Secretariat issued Resolution No. 14/19, which approves, among other issues, the MEM definitive winter scheduling relating to the May 1-October 31, 2019 period.
b) Framework Agreement
At the date of these condensed interim financial statements, the Company continues to negotiate with the Federal Government the signing of a new extension for the October 1, 2017 - December 31, 2018 period, and the payment of the amounts resulting from such period. As of March 31, 2019, no revenue for this concept has been recognized by the Company.
Additionally, and as a consequence of the transfer of jurisdiction over the public service of electricity distribution from the Federal Government to the Province of Buenos Aires and to the City of Buenos Aires provided for by Law 27,467 (Note 2.c.), the Company will be required to undertake a review, with the new Grantors of the Concession, of the treatment to be given to low-income areas and shantytowns’ consumption of electricity as from January 1, 2019. In this framework, the Government of the Province of Buenos Aires enacted Law No. 15,078 on General Budget, which establishes that the Province of Buenos Aires will pay for the aforementioned consumption the same amount as that paid in 2018, and that any amount in excess of that shall be borne by the Municipalities in whose territories the particular shantytowns are located. Such consumption shall be previously approved by the regulatory agencies or local authorities having jurisdiction in each area.
c) Change of Jurisdiction
On February 28, 2019, the Federal Government, the Province of Buenos Aires and the City of Buenos Aires entered into an agreement to transfer the public service of electricity distribution, duly awarded by the Federal Government to the Company under a concession agreement, to the joint jurisdiction of the Province of Buenos Aires (PBA) and the City of Buenos Aires (CABA), with the latter two assuming the capacity as Grantors of the concession of the service. In this regard, the Company entered into an Agreement on the Implementation of the Transfer of Jurisdiction with the Federal Government, the CABA and the PBA, pursuant to which it was established that, as from the signing thereof, the control and police power over the distribution service operated byedenor under a concession agreement will be exercised by the CABA and the PBA; that the Concession Agreement will remain in full force and effect, and the national regulations and provisions issued by both the Energy Secretariat and the ENRE will be the regarded as the applicable regulatory framework; and that the pledge on the class A shares held by PESA, representing 51% of the Company’s share capital, made as security for the strict compliance with the obligations resulting from the Concession Agreement, is assigned by the Federal Government to the CABA and the PBA.
10
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 3. Basis of preparation
These condensed interim financial statements for the three-month periodended March 31, 2019 have been prepared in accordance with the provisions of IAS 34 “Interim Financial Reporting”, incorporated by the CNV.
These condensed interim financial statements for the three-month periodended March 31, 2019 have not been audited, they have been reviewed by the Independent Accountant in accordance with ISRE 2,410, whose scope is substantially less than that of an audit performed in accordance with IFRS. The Company’s Management estimates that they include all the necessary adjustments to fairly present the results of operations for each period. The result of operations for the three-month period endedMarch 31, 2019does not necessarily reflect the Company’s results in proportion to the full fiscal year. They were approved for issue by the Company’s Board of Directors on May 9, 2019.
The condensed interim financial statements are measured in pesos (the legal currency in Argentina), restated in accordance with that mentioned in this Note, which is also the presentation currency.
These condensed interim financial statements must be read together with the audited Financial Statements as of December 31, 2018 prepared under IFRS.
Comparative information
The balances as of March 31, 2018, disclosed in these condensed interim financial statements for comparative purposes, arise as a result of restating the financial statements as of that date to the purchasing power of the currency at March 31, 2019, as a consequence of the restatement of the financial information described hereunder.
Restatement of financial information
The condensed interim financial statements as of March 31, 2019, including the prior year’s figures, have been restated to reflect the changes in the general purchasing power of the Company’s functional currency (the Argentine peso), in conformity with the provisions of both IAS 29 “Financial reporting in hyperinflationary economies” and General Resolution No. 777/18 of the National Securities Commission. As a result thereof, the financial statements are stated in terms of the measuring unit current at the end of the reporting period.
In order to restate the financial statements, the CNV has established that the series of indexes to be used for the application of IAS 29 is that determined by the FACPCE. That series of indexes combines the National IPC published by the INDEC from January 2017 (base month: December 2016) with the IPIM published by the INDEC until that date, computing for the months of November and December 2015 -in respect of which there is no available information from the INDEC on the development of the IPIM-, the variation recorded in the IPC of the City of Buenos Aires.
Taking into consideration the indexes established by the CNV, the inflation rate in the period between January 1, 2019 and March 31, 2019 amounted to 11.78%.
11
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 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, 2018.
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, except for that mentioned below:
Impacts of adoption of IFRS 16
The Company has elected to apply IFRS 16 retrospectively using the simplified approach, in relation to the lease contracts identified as such under IAS 17, recognizing the cumulative effect of the application as an adjustment to the opening balance of retained earnings as from January 1, 2019, without restating the comparative information.
Management has reviewed the lease contracts that are in full force and effect and has recognized a right-of-use asset for a total of $ 305.9 million, relating to the lease liability amount (which is equivalent to the present value of the remaining lease payments). All the other identified lease commitments relate to contracts that either expire within 12 months from the adoption or refer to short-term leases, which continue to be recognized by the Company on a straight-line basis.
The Company maintained, at the adoption date, the carrying amount of the right-of-use assets and lease liabilities that were classified as finance leases under IAS 17.
Finally, no transition adjustments have been made for leases in whichedenor acts as lessor.
Consequently, the Company has not recognized any adjustment to the opening balance of unappropriated retained earnings on account of the initial application of IFRS 16.
Note 5. Financial risk management
Note 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
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
a. Market risks
i. Currency risk
As of March 31, 2019 and December 31, 2018, the Company’s balances in foreign currency are as follow:
| | Currency | | Amount in foreign currency | | Exchange rate (1) | | Total 03.31.19 | | Total 12.31.18 |
| | | | | |
ASSETS | | | | | | | | | | |
NON-CURRENT ASSETS | | | | | | | | | | |
Other receivables | | USD | | 17,743 | | 43.150 | | 765,610 | | 855,788 |
TOTAL NON-CURRENT ASSETS | | | | 17,743 | | | | 765,610 | | 855,788 |
CURRENT ASSETS | | | | | | | | | | |
Other receivables | | USD | | 1,448 | | 43.150 | | 62,481 | | 167,209 |
Financial assets at fair value through profit or loss | | USD | | 33,383 | | 43.150 | | 1,440,476 | | 3,672,854 |
Cash and cash equivalents | | USD | | 610 | | 43.150 | | 26,322 | | 10,479 |
| | EUR | | 11 | | 48.376 | | 532 | | - |
TOTAL CURRENT ASSETS | | | | 35,452 | | | | 1,529,811 | | 3,850,542 |
TOTAL ASSETS | | | | 53,195 | | | | 2,295,421 | | 4,706,330 |
| | | | | | | | | | |
LIABILITIES | | | | | | | | | | |
NON-CURRENT LIABILITIES | | | | | | | | | | |
Borrowings | | USD | | 188,535 | | 43.350 | | 8,172,974 | | 8,039,740 |
TOTAL NON-CURRENT LIABILITIES | | | | 188,535 | | | | 8,172,974 | | 8,039,740 |
CURRENT LIABILITIES | | | | | | | | | | |
Trade payables | | USD | | 18,651 | | 43.350 | | 808,524 | | 738,261 |
| | EUR | | - | | 48.708 | | - | | 4,487 |
| | CHF | | 255 | | 43.585 | | 11,114 | | - |
| | NOK | | 68 | | 5.063 | | 344 | | 331 |
Borrowings | | USD | | 33,265 | | 43.350 | | 1,442,052 | | 1,204,377 |
TOTAL CURRENT LIABILITIES | | | | 52,239 | | | | 2,262,034 | | 1,947,456 |
TOTAL LIABILITIES | | | | 240,774 | | | | 10,435,008 | | 9,987,196 |
(1) The exchange rates used are the BNA exchange rates in effect as of March 31, 2019 for US Dollars (USD), Euros (EUR), Swiss Francs (CHF) and Norwegian Krones (NOK).
13
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
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).
The table below shows the Company’s financial assets measured at fair value as of March 31, 2019 and December 31, 2018:
| | LEVEL 1 | | LEVEL 2 | | TOTAL |
| | | | | | |
At March 31, 2019 | | | | | | |
Assets | | | | | | |
Financial assets at fair value through profit or loss: | | | | | | |
Government bonds | | 1,440,491 | | - | | 1,440,491 |
Money market funds | | 51,341 | | - | | 51,341 |
Total assets | | 1,491,832 | | - | | 1,491,832 |
| | | | | | |
Liabilities | | | | | | |
Derivative financial instruments | | - | | 2,496 | | 2,496 |
Total liabilities | | - | | 2,496 | | 2,496 |
| | | | | | |
| | | | | | |
At December 31, 2018 | | | | | | |
Assets | | | | | | |
Financial assets at fair value through profit or loss: | | | | | | |
Government bonds | | 3,672,866 | | - | | 3,672,866 |
Money market funds | | 107,030 | | - | | 107,030 |
Total assets | | 3,779,896 | | - | | 3,779,896 |
| | | | | | |
Liabilities | | | | | | |
Derivative financial instruments | | - | | 1,157 | | 1,157 |
Total liabilities | | - | | 1,157 | | 1,157 |
14
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
iii. Interest rate risk
Interest rate risk is the risk of fluctuation in the fair value or cash flows of an instrument due to changes in market interest rates. The Company’s exposure to interest rate risk arises mainly from its long-term debt obligations.
Indebtedness at floating rates exposes the Company to interest rate risk on its cash flows. Indebtedness at fixed rates exposes the Company to interest rate risk on the fair value of its liabilities. As of March 31, 2019, and December 31, 2018, -except for a loan applied for by the Company and granted by ICBC Bank as from October 2017 for a three-year term at a six-month Libor rate plus an initial 2.75% spread, which will be adjusted semi-annually by a quarter-point-, 100% of the loans were obtained at fixed interest rates. The Company’s policy is to keep the largest percentage of its indebtedness in instruments that accrue interest at fixed rates.
In this regard, on April 12, 2019, theCompany entered into a hedge transaction with Citibank London, with the aim of fixing the financial cost subject to floating rate of the interest amounts the Company must pay during the October 2018-October 2020 period, relating to the loan taken from the ICBC Bank.
Note 6. Critical accounting estimates and judgments
The preparation of thecondensed interimfinancial 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.
In the preparation of these condensed interim financial statements, there were 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, 2018.
Note 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, 2018, except for the increase recorded in both interest rates and the United States dollar exchange rate, as a consequence of a combination of external factors and the local macroeconomic context.
15
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 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 12.31.18 | | | | | | | | | | | | | | | | |
Cost | | 1,620,156 | | 15,391,406 | | 42,544,922 | | 17,604,759 | | 2,969,591 | | 14,989,662 | | 218,312 | | 95,338,808 |
Accumulated depreciation | | (272,519) | | (4,442,334) | | (13,606,203) | | (5,769,225) | | (1,414,150) | | - | | - | | (25,504,431) |
Net amount | | 1,347,637 | | 10,949,072 | | 28,938,719 | | 11,835,534 | | 1,555,441 | | 14,989,662 | | 218,312 | | 69,834,377 |
| | | | | | | | | | | | | | | | |
Additions | | 1,082 | | - | | 665 | | 47,340 | | 67,687 | | 1,856,045 | | 95,688 | | 2,068,507 |
Disposals | | - | | - | | (78) | | (13,902) | | - | | - | | - | | (13,980) |
Transfers | | - | | 371,003 | | 481,285 | | 153,125 | | (117,617) | | (772,210) | | (115,586) | | - |
Depreciation for the period | | (19,050) | | (146,114) | | (347,374) | | (196,961) | | (123,861) | | - | | - | | (833,360) |
Net amount 03.31.19 | | 1,329,669 | | 11,173,961 | | 29,073,217 | | 11,825,136 | | 1,381,650 | | 16,073,497 | | 198,414 | | 71,055,544 |
| | | | | | | | | | | | | | | | |
At 03.31.19 | | | | | | | | | | | | | | | | |
Cost | | 1,621,237 | | 15,762,410 | | 43,020,642 | | 17,784,336 | | 2,919,661 | | 16,073,497 | | 198,414 | | 97,380,197 |
Accumulated depreciation | | (291,568) | | (4,588,449) | | (13,947,425) | | (5,959,200) | | (1,538,011) | | - | | - | | (26,324,653) |
Net amount | | 1,329,669 | | 11,173,961 | | 29,073,217 | | 11,825,136 | | 1,381,650 | | 16,073,497 | | 198,414 | | 71,055,544 |
· During the period ended March 31, 2019, the Company capitalized as direct own costs $ 253.5 million.
16
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
| | 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 12.31.17 | | | | | | | | | | | | | | | | |
Cost | | 1,538,315 | | 15,432,902 | | 41,733,859 | | 17,237,945 | | 2,801,455 | | 7,957,309 | | 79,040 | | 86,780,825 |
Accumulated depreciation | | (229,637) | | (3,992,008) | | (12,573,843) | | (5,184,740) | | (1,019,839) | | - | | - | | (23,000,067) |
Net amount | | 1,308,678 | | 11,440,894 | | 29,160,016 | | 12,053,205 | | 1,781,616 | | 7,957,309 | | 79,040 | | 63,780,758 |
| | | | | | | | | | | | | | | | |
Additions | | - | | - | | - | | - | | 75,061 | | 1,177,471 | | 16,437 | | 1,268,969 |
Disposals | | - | | - | | - | | (1,373) | | - | | - | | - | | (1,373) |
Transfers | | 88,300 | | 26,659 | | 389,940 | | 51,281 | | (32,189) | | (520,298) | | (3,693) | | - |
Depreciation for the period | | (35,682) | | (92,604) | | (243,345) | | (127,159) | | (206,795) | | - | | - | | (705,585) |
Net amount 03.31.18 | | 1,361,296 | | 11,374,949 | | 29,306,611 | | 11,975,954 | | 1,617,693 | | 8,614,482 | | 91,784 | | 64,342,769 |
| | | | | | | | | | | | | | | | |
At 03.31.18 | | | | | | | | | | | | | | | | |
Cost | | 1,626,615 | | 15,459,561 | | 42,123,799 | | 17,287,331 | | 2,842,185 | | 8,614,482 | | 91,784 | | 88,045,757 |
Accumulated depreciation | | (265,319) | | (4,084,612) | | (12,817,188) | | (5,311,377) | | (1,224,492) | | - | | - | | (23,702,988) |
Net amount | | 1,361,296 | | 11,374,949 | | 29,306,611 | | 11,975,954 | | 1,617,693 | | 8,614,482 | | 91,784 | | 64,342,769 |
· During the period ended March 31, 2018, the Company capitalized as direct own costs$ 264.7 million.
17
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 9. Other receivables
| Note | | 03.31.19 | | 12.31.18 |
Non-current: | | | | | |
| | | - | | - |
Financial credit | | | 28,620 | | 34,075 |
Related parties | 30.d | | 4,470 | | 5,211 |
Advances to suppliers | | | 765,596 | | 855,782 |
Total Non-current | | | 798,686 | | 895,068 |
| | | | | |
Current: | | | | | |
Prepaid expenses | | | 7,307 | | 5,938 |
Advances to suppliers | | | 49,913 | | 91,034 |
Advances to personnel | | | 1,166 | | 1,900 |
Security deposits | | | 19,050 | | 18,662 |
Financial credit | | | 100,751 | | 65,308 |
Receivables from electric activities | | | 300,050 | | 109,980 |
Related parties | 30.d | | 766 | | 2,176 |
Judicial deposits | | | 30,931 | | 34,072 |
Credit with SBS Bank Company | | | 25,000 | | 27,945 |
Other | | | 2,070 | | 27 |
Allowance for the impairment of other receivables | | | (73,643) | | (86,403) |
Total Current | | | 463,361 | | 270,639 |
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:
| | | 03.31.19 | | 03.31.18 |
Balance at beginning of year | | | 86,403 | | 44,567 |
Increase | | | - | | 59,964 |
Result from exposure to inlfation | | | (9,106) | | (13,332) |
Recovery | | | (3,654) | | - |
Balance at end of the period | | | 73,643 | | 91,199 |
Note 10. Trade receivables
| | 03.31.19 | | 12.31.18 |
Current: | | | | |
Sales of electricity - Billed | | 5,848,740 | | 5,167,255 |
Sales of electricity – Unbilled | | 5,703,850 | | 4,176,051 |
Framework Agreement | | 10,377 | | 11,599 |
Fee payable for the expansion of the transportation and others | | 23,204 | | 25,675 |
Receivables in litigation | | 102,766 | | 108,603 |
Allowance for the impairment of trade receivables | | (1,035,778) | | (1,007,422) |
Total Current | | 10,653,159 | | 8,481,761 |
The carrying amount of the Company’s trade receivables approximates their fair value.
18
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
The roll forward of the allowance for the impairment of trade receivables is as follows:
| | | 03.31.19 | | 03.31.18 |
Balance at beginning of the period | | | 1,007,422 | | 757,342 |
Change of accounting standard (Note 6) - Adjustment by model of expected losses IFRS 9 | | | - | | 91,705 |
Balance at beginning of the period restated | | | 1,007,422 | | 849,047 |
Increase | | | 179,356 | | 227,293 |
Decrease | | | (44,834) | | (49,182) |
Result from exposure to inlfation | | | (106,166) | | (46,194) |
Balance at end of the period | | | 1,035,778 | | 980,964 |
Note 11. Financial assets at fair value through profit or loss
| | | 03.31.19 | | 12.31.18 |
| | | | | |
Current | | | | | |
Government bonds | | | 1,440,491 | | 3,672,866 |
Money market funds | | | 51,341 | | 107,030 |
Total current | | | 1,491,832 | | 3,779,896 |
Note 12. Financial assets at amortized cost
| | | 03.31.19 | | 12.31.18 |
Non-current | | | | | |
Current | | | | | |
Time deposits | | | 1,821,687 | | 1,351,164 |
Total Current | | | 1,821,687 | | 1,351,164 |
Note 13. Cash and cash equivalents
| | 03.31.19 | | 12.31.18 | | 03.31.18 |
Cash and banks | | 70,230 | | 30,860 | | 224,335 |
Total cash and cash equivalents | | 70,230 | | 30,860 | | 224,335 |
Note 14. Share capital and additional paid-in capital
| | Share capital | | Additional paid-in capital | | Total |
| | | | | | |
Balance at December 31, 2017 | | 20,341,259 | | 257,006 | | 20,598,265 |
Payment of Other reserve constitution - Share-bases compensation plan (Note 25) | | - | | 11,960 | | 11,960 |
Balance at December 31, 2018 | | 20,341,259 | | 268,966 | | 20,610,225 |
| | | | | | |
Balance at Marzo 31, 2018 | | 20,341,259 | | 268,966 | | 20,610,225 |
19
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
As of March 31, 2019, 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.
Note 15. Allocation of profits
The restrictions on the distribution of dividends by the Company are those provided for by the Business Organizations Law and the negative covenants established by the Corporate Notes program. As of March 31, 2019, the Company complies with the indebtedness ratio established in such program.
Additionally, in accordance with Title IV, Chapter III, section 3.11.c of the CNV, the amounts subject to distribution will be restricted to the amount equivalent to the acquisition cost of the Company’s own shares.
Note 16. Acquisition of the Company’s own shares
The Company’s Board of Directors, at its meeting of April 8, 2019, approved the acquisition of the Company’s own shares in conformity with section 64 of Law 26,831 and the CNV’s regulations, under the following main terms and conditions:
· Maximum amount to be invested: up to $ 800,000,000;
· The treasury stock may not exceed, as a whole, the limit of 10% of share capital. At present, the Company’s treasury stock amounts to 29,604,808 class B shares, equivalent to 3.2660% of share capital.
· Price to be paid for the shares: up to a maximum of USD 23 per ADR in the New York Stock Exchange, or the amount in pesos equivalent to USD 1.5 per share in Bolsas y Mercados Argentinos S.A., using as reference the closing exchange rate of the day prior to the transaction;
· The acquisitions will be made with realized and liquid profits;
· The shares may be acquired for a term of 120 calendar days to commence on April 9, 2019.
As of March 31, 2019, the Company’s treasury stock amounts to 29,327,267 Class B shares, 6,214,480 of which were acquired in this three-month interim period, for a total of $ 361.6 million restated in constant currency.
In this framework, subsequent to March 31, 2019 and until the date of issuance of these condensed interim financial statements, the Company has acquired, in successive market transactions, 375,700 Class B own shares of 1 peso nominal value, for a total of $ 282.3 million restated in constant currency.
Note 17. The Company’s Share-based Compensation Plan
As indicated in the Financial Statements as of December 31, 2018, the Company has decided to use the available treasury shares for the implementation of share-based compensation plans for its senior management, based on the achievement of the strategic objectives set annually.
20
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 18. Trade payables
| | | 03.31.19 | | 12.31.18 |
Non-current | | | | | |
Customer guarantees | | | 155,925 | | 157,575 |
Customer contributions | | | 110,506 | | 125,555 |
Funding contributions - substations | | | 32,925 | | 36,803 |
Total Non-current | | | 299,356 | | 319,933 |
| | | | | |
Current | | | | | |
Payables for purchase of electricity - CAMMESA | | | 5,492,068 | | 4,560,971 |
Provision for unbilled electricity purchases - CAMMESA | | | 10,062,981 | | 8,750,650 |
Suppliers | | | 2,775,065 | | 2,711,801 |
Advance to customer | | | 214,423 | | 219,633 |
Customer contributions | | | 19,758 | | 17,088 |
Discounts to customers | | | 37,372 | | 41,774 |
Funding contributions - substations | | | 21,630 | | 19,242 |
Related parties | 30.d | | - | | 8,756 |
Total Current | | | 18,623,297 | | 16,329,915 |
The fair values of non-current customer contributions as of March 31, 2019 and December 31, 2018 amount to $ 93.5 million and $ 120.4 million, respectively. The fair values are determined based on estimated cash flows discounted at a representative market rate for this type of transactions. The applicable fair value category is Level 3 category.
The carrying amount of the rest of the financial liabilities included in the Company’s trade payables approximates their fair value.
Note 19. Other payables
| Note | | 03.31.19 | | 12.31.18 |
Non-current | | | | | |
Loans (mutuum) with CAMMESA | | | 2,413,154 | | 2,551,017 |
ENRE penalties and discounts | | | 5,703,301 | | 5,697,876 |
Liability with FOTAE | | | 211,609 | | 231,799 |
Payment agreements with ENRE | | | 31,684 | | 41,577 |
Lease | | | 147,284 | | - |
Total Non-current | | | 8,507,032 | | 8,522,269 |
| | | | | |
Current | | | | | |
ENRE penalties and discounts | | | 1,899,815 | | 2,051,823 |
Related parties | 30.d | | 7,920 | | 8,463 |
Advances for works to be performed | | | 13,528 | | 15,175 |
Payment agreements with ENRE | | | 65,369 | | 72,994 |
Lease | | | 158,579 | | - |
Total Current | | | 2,145,211 | | 2,148,455 |
The carrying amount of the Company’s other financial payables approximates their fair value.
21
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 20. Borrowings
| | 03.31.19 | | 12.31.18 |
Non-current | | | | |
Corporate notes (1) | | 7,089,036 | | 6,986,213 |
Borrowing | | 1,083,938 | | 1,053,527 |
Total non-current | | 8,172,974 | | 8,039,740 |
| | | | |
Current | | | | |
Interest from corporate notes | | 297,774 | | 122,979 |
Borrowing | | 1,144,278 | | 1,081,398 |
Total current | | 1,442,052 | | 1,204,377 |
| | | | |
(1) Net of debt repurchase/redemption and issuance expenses.
The fair values of the Company’s non-current borrowings as of March 31, 2019 and December 31, 2018 amount approximately to $ 7.4 billion and $ 7.2 billion, respectively. Such values were calculated on the basis of the estimated market price of the Company’s Corporate Notes at the end of each period. The applicable fair value category is Level 1 category.
The carrying amount of the rest of the financial liabilities included in the Company’s trade payables approximates their fair value.
Note 21. Salaries and social security taxes payable
| | 03.31.19 | | 12.31.18 |
Non-current | | | | |
Early retirements payable | | 13,477 | | 16,637 |
Seniority-based bonus | | 162,302 | | 165,270 |
Total non-current | | 175,779 | | 181,907 |
| | | | |
Current | | | | |
Salaries payable and provisions | | 965,817 | | 1,767,511 |
Social security payable | | 318,967 | | 168,941 |
Early retirements payable | | 10,308 | | 11,456 |
Total current | | 1,295,092 | | 1,947,908 |
| | | | |
The carrying amount of the Company’s salaries and social security taxes payable approximates their fair value.
22
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 22. Income tax / 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, 2018, except for the following:
| | 03.31.19 | | 12.31.18 |
No Current | | | | |
Tax payable 2019 | | 347,994 | | - |
Total Tax payable | | 347,994 | | - |
| | | | |
Current | | | | |
Tax payable 2018 | | 1,114,384 | | 1,245,658 |
Total Tax payable | | 1,114,384 | | 1,245,658 |
| | | | |
Tax withholdings | | (658,976) | | (555,610) |
Total current | | 455,408 | | 690,048 |
The detail of deferred tax assets and liabilities is as follows:
| 03.31.19 | | 12.31.18 |
Deferred tax assets | | | |
Trade receivables and other receivables | 338,684 | | 497,535 |
Trade payables and other payables | 2,104,998 | | 2,185,033 |
Salaries and social security payable | 54,081 | | 55,263 |
Benefit plans | 115,161 | | 118,469 |
Tax liabilities | 15,884 | | 17,472 |
Provisions | 408,977 | | 386,601 |
Deferred tax asset | 3,037,785 | | 3,260,373 |
| | | |
Deferred tax liabilities | | | |
Property, plants and equipments | (12,755,221) | | (12,014,295) |
Financial assets at fair value through profit or loss | - | | (237,507) |
Borrowings | (4,365) | | (4,969) |
Deferred tax liability | (12,759,586) | | (12,256,771) |
| | | |
Net deferred tax assets | (9,721,801) | | (8,996,398) |
23
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
The detail of the income tax expense is as follows:
| | 03.31.19 | | 03.31.18 |
Deferred tax | | (725,403) | | (423,244) |
Current tax | | (347,994) | | (934,883) |
Income tax expense | | (1,073,397) | | (1,358,127) |
| | 03.31.19 | | 03.31.18 |
Profit for the year before taxes | | 1,204,895 | | 4,207,564 |
Applicable tax rate | | 30% | | 30% |
Loss for the year at the tax rate | (361,469) | | (1,262,269) |
Gain (Loss) from interest in joint ventures | | 313 | | 101 |
Non-taxable income | | (878,093) | | (767,383) |
Gain on net monetary position | | 762,820 | | 480,447 |
Tax adjustment | | (595,822) | | |
Change in the income tax rate (1) | | - | | 190,977 |
Other | | (1,146) | | - |
Income tax expense | | (1,073,397) | | (1,358,127) |
(1) Refers to the change in the income tax rate in accordance with Law No. 27,430 enacted on December 29, 2017.
Note 23. Tax liabilities
| | 03.31.19 | | 12.31.18 |
Non-current | | | | |
Current | | | | |
Provincial, municipal and federal contributions and taxes | | 68,161 | | 145,812 |
VAT payable | | 396,397 | | 461,145 |
Tax withholdings | | 129,217 | | 142,096 |
SUSS withholdings | 5,997 | | 8,311 |
Municipal taxes | | 100,142 | | 118,616 |
Tax regularization plan | | 95 | | 425 |
Total Current | | 700,009 | | 876,405 |
24
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 24. Provisions
| | Non-current liabilities | | Current liabilities |
| | Contingencies |
At 12.31.18 | | 1,196,213 | | 209,514 |
| | | | |
Increases | | 226,473 | | 2,626 |
Decreases | | 6,153 | | (13,783) |
Result from exposure to inflation for the year | | (126,063) | | (22,080) |
At 03.31.19 | | 1,302,776 | | 176,277 |
| | | | |
At 12.31.17 | | 987,150 | | 213,341 |
Increases | | 164,867 | | 44,846 |
Decreases | | (12) | | (16,580) |
Result from exposure to inflation for the year | | (66,858) | | (14,735) |
At 03.31.18 | | 1,085,147 | | 226,872 |
Note 25. Revenue from sales
| | 03.31.19 | | 03.31.18 |
Sales of electricity (1) | | 15,923,158 | | 17,510,790 |
Right of use on poles | | 48,799 | | 56,516 |
Connection charges | | 9,853 | | 13,671 |
Reconnection charges | | 4,782 | | 6,132 |
Total Revenue from sales | | 15,986,592 | | 17,587,109 |
(1) As of March 31, 2019, the amount accrued for the monthly installment to be applied in accordance with the provisions of ENRE Resolution No. 33/18 amounts to $ 390.6 million, Note 2.c. to the Financial Statements as of December 31, 2018.
25
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 26. Expenses by nature
The detail of expenses by nature is as follows:
Expenses by nature at 03.31.19 |
Description | | Transmission and distribution expenses | | Selling expenses | | Administrative expenses | | Total |
Salaries and social security taxes | | 1,114,593 | | 184,400 | | 242,040 | | 1,541,033 |
Pension plans | | 7,795 | | 1,290 | | 1,693 | | 10,778 |
Communications expenses | | 16,685 | | 63,689 | | 8 | | 80,382 |
Allowance for the impairment of trade and other receivables | | - | | 175,702 | | - | | 175,702 |
Supplies consumption | | 319,701 | | - | | 36,017 | | 355,718 |
Leases and insurance | | 118 | | - | | 44,396 | | 44,514 |
Security service | | 66,759 | | 14,284 | | 9,839 | | 90,882 |
Fees and remuneration for services | | 456,034 | | 282,724 | | 225,630 | | 964,388 |
Public relations and marketing | | - | | - | | 8,118 | | 8,118 |
Advertising and sponsorship | | - | | - | | 4,182 | | 4,182 |
Reimbursements to personnel | | 18 | | 13 | | 134 | | 165 |
Depreciation of property, plants and equipments | 655,524 | | 97,685 | | 80,151 | | 833,360 |
Directors and Supervisory Committee members’ fees | - | | - | | 5,184 | | 5,184 |
ENRE penalties (1) | | 418,352 | | 559,666 | | - | | 978,018 |
Taxes and charges | | - | | 118,287 | | 16,051 | | 134,338 |
Other | | 212 | | 61 | | 624 | | 897 |
At 03.31.19 | | 3,055,791 | | 1,497,801 | | 674,067 | | 5,227,659 |
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, 2019 for $ 253.5 million.
Expenses by nature at 03.31.18 |
Description | | Transmission and distribution expenses | | Selling expenses | | Administrative expenses | | Total |
Salaries and social security taxes | | 1,194,346 | | 218,184 | | 242,984 | | 1,655,514 |
Pension plans | | 43,330 | | 7,915 | | 8,815 | | 60,060 |
Communications expenses | | 13,062 | | 78,474 | | 6,269 | | 97,805 |
Allowance for the impairment of trade and other receivables | | - | | 287,257 | | - | | 287,257 |
Supplies consumption | | 152,220 | | - | | 22,399 | | 174,619 |
Leases and insurance | | 172 | | - | | 54,075 | | 54,247 |
Security service | | 18,356 | | 75 | | 53,371 | | 71,802 |
Fees and remuneration for services | | 405,132 | | 295,995 | | 234,597 | | 935,724 |
Public relations and marketing | | - | | - | | 3,551 | | 3,551 |
Advertising and sponsorship | | - | | - | | 1,829 | | 1,829 |
Reimbursements to personnel | | 26 | | 15 | | 118 | | 159 |
Depreciation of property, plants and equipments | 562,093 | | 80,194 | | 63,298 | | 705,585 |
Directors and Supervisory Committee members’ fees | - | | - | | 6,853 | | 6,853 |
ENRE penalties | | 498,656 | | 100,512 | | - | | 599,168 |
Taxes and charges | | - | | 137,719 | | 6,417 | | 144,136 |
Other | | 148 | | 83 | | 2,094 | | 2,325 |
At 03.31.18 | | 2,887,541 | | 1,206,423 | | 706,670 | | 4,800,634 |
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, 2018 for $ 264.7 million.
26
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 27. Other operating expense, net
| | 03.31.19 | | 03.31.18 |
Other operating income | | | | |
Services provided to third parties | | 63,155 | | 29,091 |
Commissions on municipal taxes collection | | 20,784 | | 19,867 |
Related parties | 30.a | 20,036 | | 14,697 |
Income from non-reimbursable customer contributions | | 1,383 | | 1,489 |
Fines to suppliers | | 16,375 | | 13,365 |
Others | | 5,985 | | 3,903 |
Total other operating income | | 127,718 | | 82,412 |
| | | | |
Other operating expense | | | | |
Gratifications for services | | (6,100) | | (21,110) |
Cost for services provided to third parties | | (12,266) | | (11,466) |
Severance paid | | (3,214) | | (3,943) |
Debit and Credit Tax | | (135,331) | | (165,218) |
Provision for contingencies | | (229,099) | | (209,713) |
Disposals of property, plant and equipment | (13,980) | | (1,373) |
Other | | (3,084) | | (1,212) |
Total other operating expense | | (403,074) | | (414,035) |
Other operating expense, net | | (275,356) | | (331,623) |
| | | | |
Note 28. Net financial expense
| | 03.31.19 | | 03.31.18 |
Financial income | | | | |
Commercial interest | | 63,856 | | 81,766 |
Financial interest | | 116,025 | | 64,911 |
Total financial income | | 179,881 | | 146,677 |
| | | | |
Financial expenses | | | | |
Interest and other | | (586,473) | | (330,576) |
Fiscal interest | | (1,190) | | (2,373) |
Commercial interest | | (1,047,993) | | (690,269) |
Bank fees and expenses | | (459) | | (12) |
Total financial expenses | | (1,636,115) | | (1,023,230) |
| | | | |
Other financial results | | | | |
Exchange differences | | (789,612) | | (461,022) |
Adjustment to present value of receivables | | (61) | | (123) |
Changes in fair value of financial assets | | 180,580 | | 243,305 |
Net gain from the repurchase of Corporate Notes | | (1,690) | | - |
Other financial expense | | (25,041) | | (26,091) |
Total other financial expense | | (635,824) | | (243,931) |
Total net financial expense | | (2,092,058) | | (1,120,484) |
27
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Note 29. Basic and diluted earnings per share
Basic
The basic earnings per share is calculated by dividing the profit attributable to the holders of the Company’s equity instruments by the weighted average number of common shares outstanding as of March 31, 2019 and 2018, excluding common shares purchased by the Company and held as treasury shares.
The basic earnings per share coincides with the diluted earnings per share, inasmuch as the Company has issued neither preferred shares nor Corporate Notes convertible into common shares.
| | 03.31.19 | | 03.31.18 |
Profit (Loss) for the year attributable to the owners of the Company | | 131,498 | | 2,849,437 |
Weighted average number of common shares outstanding | | 881,202 | | 898,664 |
Basic and diluted profit (loss) earnings per share – in pesos | | 0.15 | | 3.17 |
| | | | |
Note 30. Related-party transactions
· The following transactions were carried out with related parties:
a. Income
Company | | Concept | | 03.31.19 | | 03.31.18 |
| | | | | | |
PESA | | Impact study | | 336 | | - |
| | Electrical assembly service | | - | | 13,140 |
| | Computer services assistance | | - | | 1,557 |
SACDE | | Reimbursement expenses | | 19,700 | | - |
| | | | 20,036 | | 14,697 |
b. Expense
Company | | Concept | | 03.31.19 | | 03.31.18 |
| | | | | | |
PESA | | Technical advisory services on financial matters | | (25,603) | | (19,787) |
SACME | | Operation and oversight of the electric power transmission system | | (18,192) | | (25,523) |
OSV | | Hiring life insurance for staff | | (193) | | (5,432) |
ABELOVICH, POLANO & ASOC. | | Legal fees | | (93) | | (259) |
| | | | (44,081) | | (51,001) |
28
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
c. Key Management personnel’s remuneration
| | 03.31.19 | | 03.31.18 |
Salaries | | 71,565 | | 115,438 |
| | 71,565 | | 115,438 |
· The balances with related parties are as follow:
d. Receivables and payables
| | 03.31.19 | | 12.31.18 |
Other receivables - Non current | | | | |
SACME | | 4,470 | | 5,211 |
| | 4,470 | | 5,211 |
| | | | |
Other receivables - Current | | | | |
SACME | | 766 | | 856 |
PESA | | - | | 1,320 |
| | 766 | | 2,176 |
| | | | |
Trade payables | | | | |
PESA | | - | | (8,756) |
| | - | | (8,756) |
| | | | |
Other payables | | | | |
SACME | | (7,920) | | (8,463) |
| | (7,920) | | (8,463) |
Note 31.Ordinary and Extraordinary Shareholders’ Meeting
The Company Ordinary and Extraordinary Shareholders’ Meeting held on April 24, 2019 resolved, among other issues, the following:
- To approveedenor’s Annual Report and Financial Statements of as of December 31, 2018;
- To allocate the profit for the year ($ 4.3 billion) and the increase recorded in unappropriated retained earnings ($ 8.9 billion) due to the application of the inflation adjustment with retrospective effect, relating to the fiscal year ended December 31, 2018 to the:
· Statutory reserve: $ 686.2 million;
· Discretionary reserve: $ 12.5 billion under the terms of section 70, 3rd paragraph, of Business Organizations Law No. 19,550.
- To approve the actions taken by the Directors and Supervisory Committee members, together with their respective remunerations;
- To appoint the authorities and the external auditors for the current fiscal year;
29
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
Free translation from the original in Spanish for publication in Argentina
REPORT ON 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”) including the condensed interim statement of financialposition as of March 31, 2019, the related condensed interim statement of comprehensive income for the three months period ended March 31, 2019, the related condensed interim statements of changes in equity and cash flows for the three months period then ended and the complementary selected notes.
The balances and other information related to fiscal year 2018 and its interim periods, are an integral part of the audited financial statements mentioned above; therefore, they must be considered in connection with these financial statements.
Board of Directors’ responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of these financial statements, under 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) to its standards, as they were approved by the International Accounting Standards Board (IASB), and, therefore, it is responsible for the preparation and presentation of the condensed interim financial statements mentioned in thefirst paragraph in accordance with IAS 34 “Interim financial information”.
Auditors’ responsibility
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 review standard in Argentina through Technical Pronouncement No. 33 of the FACPCE 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 condensed interim
30
CONDENSED INTERIM FINANCIAL STATEMENTS NOTES |
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 Standards on Auditing, 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.
Opinion
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.
Reports on compliance with regulations in force
In accordance with current regulations, we report that, in connection with Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.):
a) the condensed interim financial statements of Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.) are not transcribed into the “Inventory and Balance Sheet” book;
b) the condensed interim financial statements of Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.) arise from accounting records kept in all formal respects in conformity with legal provisions, which maintain the security and integrity conditions based on which they were authorized by the National Securities Commission;
c) we have read the summary of activity, and additional information to the notes of condensed interim financial statements required by 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, 2019 the liabilities of Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.) accrued in favor of the Argentine Integrated Social Security System, according to the Company’s accounting records, amounted to ARS$ 260,865,536, none of which was claimable at that date.
Autonomous City of Buenos Aires, May 9th, 2019
PRICE WATERHOUSE & CO. S.R.L. By (Partner) |
Dr. R. Sergio Cravero |
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Empresa Distribuidora y Comercializadora Norte S.A. |
| | |
| | |
| By: | /s/ Leandro Montero |
| Leandro Montero |
| Chief Financial Officer |
Date:May14, 2019