0001292814-14-001993.txt : 20140820 0001292814-14-001993.hdr.sgml : 20140820 20140820111156 ACCESSION NUMBER: 0001292814-14-001993 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140820 DATE AS OF CHANGE: 20140820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDENOR CENTRAL INDEX KEY: 0001395213 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: C1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33422 FILM NUMBER: 141054085 BUSINESS ADDRESS: STREET 1: AV. DEL LIBERTADOR 6363 CITY: CITY OF BUENOS AIRES STATE: C1 ZIP: C1428ARG BUSINESS PHONE: 54-11-4346-5000 MAIL ADDRESS: STREET 1: AV. DEL LIBERTADOR 6363 CITY: CITY OF BUENOS AIRES STATE: C1 ZIP: C1428ARG 6-K 1 ednfs2q14_6k.htm FINANCIAL STATEMENTS 2Q14 ednfs2q14_6k.htm - Generated by SEC Publisher for SEC Filing
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of August, 2014
 
EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR)
(DISTRIBUTION AND MARKETING COMPANY OF THE NORTH )
 
(Translation of Registrant's Name Into English)
 
Argentina
 
(Jurisdiction of incorporation or organization)
 
 
Av. del Libertador 6363,
12th Floor,
City of Buenos Aires (A1428ARG),
Tel: 54-11-4346-5000
 
(Address of principal executive offices)
 
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
 
Form 20-F  X     Form 40-F        

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

Yes          No  X  

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

 

 

 

 

 

 

EDENOR S.A.

 

 

 

 

 

 

 

 

 

CONDENSED INTERIM FINANCIAL STATEMENTS

AS OF JUNE 30, 2014 AND FOR THE SIX-MONTH PERIODS

ENDED JUNE 30, 2014 AND 2013

 

 

 

 

 

 

 


 

 

 

CONTENTS

 

Legal Information

1

Statement of Financial Position

2

Statement of Comprehensive (Loss) Income  

4

Statement of Changes in Equity

5

Statement of Cash Flows

6

Notes to the Condensed Interim Financial Statements

 

Note 1. General information

8

Note 2. Regulatory framework

10

Note 3. Basis of preparation

11

Note 4. Accounting policies

12

Note 5. Financial risk management

13

Note 6. Critical accounting estimates and judgments

15

Note 7. Contingencies and lawsuits

15

Note 8. Property, plant and equipment

18

Note 9. Other receivables

20

Note 10. Trade receivables

21

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

21

Note 12. Cash and cash equivalents

21

Note 13. Share capital and additional paid-in capital

22

Note 14. Trade payables

22

Note 15. Other payables

23

Note 16. Borrowings

23

Note 17. Salaries and social security taxes payable

24

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

24

Note 19. Tax liabilities

24

Note 20. Provisions

25

Note 21. Revenue from sales

25

Note 22. Expenses by nature

26

Note 23 Net financial expense

27

Note 24 Basic and diluted (loss) earnings per share

27

Note 25 Related-party transactions

28

Note 26 Termination of Trust for the sale of AESEBA/EDEN’s assets

29

Note 27. Electric works arrangement - Agreement for the supply of electric power to Mitre and Sarmiento railway lines

29

Note 28. Events after the reporting period

29

Additional information required by Section 68 of the Buenos Aires Stock Exchange Regulations and Section 12 of the National Securities Commission

30

Informative summary

35

Limited Review Report

 

Supervisory Committee’s Report

 

 

 


 

 

 

Legal Information

 

 

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

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

 

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

 

Date of registration with the Public Registry of Commerce:  

-          of the Articles of Incorporation: August 3, 1992

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

 

Term of the Corporation: August  3, 2087

 

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

 

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

 

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

 

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

 

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

 

CAPITAL STRUCTURE

 

AS OF JUNE 30, 2014

 

(amounts stated in pesos)

 

Class of shares

 

Subscribed and paid-in

(see note 13)

 

 

 

Common, book-entry shares,

face value 1 and 1 vote per share

 

 

 

 

 

Class A

 

462,292,111

Class B (1)

 

442,210,385

Class C

 

1,952,604

 

 

906,455,100

 

 

 

     

(1)  Includes 9,412,500 treasury shares as of June 30, 2014 and December 31, 2013.

 

 

 

1


 

 

 

 

Edenor S.A.

Condensed Interim Statement of Financial Position

as of June 30, 2014 and December 31, 2013

(Stated in thousands of pesos)

 

 

 

Note

 

06.30.14

 

12.31.13

ASSETS

 

 

   

 

 

 

 

   

 

Non-current assets

 

 

   

 

Property, plant and equipment

8

 

5,719,046

 

5,189,307

Interest in joint ventures

 

 

434

 

427

Other receivables

9

 

227,685

 

199,395

Total non-current assets

 

 

5,947,165

 

5,389,129

 

 

 

   

 

Current assets

 

 

   

 

Inventories

 

 

114,233

 

83,853

Other receivables

9

 

165,184

 

522,112

Trade receivables

10

 

852,074

 

803,095

Financial assets at fair value through profit or loss

11

 

163,746

 

216,434

Cash and cash equivalents

12

 

161,355

 

243,473

Total current assets

 

 

1,456,592

 

1,868,967

TOTAL ASSETS

 

 

7,403,757

 

7,258,096

 

  

2


 

 

 

Edenor S.A.

Condensed Interim Statement of Financial Position

as of June 30, 2014 and December 31, 2013 (Continued) 

(Stated in thousands of pesos)

 

 

 

Note

 

06.30.14

 

12.31.13

EQUITY

 

 

   

 

Share capital

13

 

897,043

 

897,043

Adjustment to share capital

 

 

397,716

 

397,716

Additional paid-in capital

 

 

3,452

 

3,452

Treasury stock

13

 

9,412

 

9,412

Adjustment to treasury stock

 

 

10,347

 

10,347

Other comprehensive loss

 

 

(28,277)

 

(28,277)

Accumulated deficit

 

 

(836,192)

 

(113,391)

TOTAL EQUITY

 

 

453,501

 

1,176,302

 

 

 

   

 

 

 

 

   

 

LIABILITIES

 

 

   

 

Non-current liabilities

 

 

   

 

Trade payables

14

 

236,344

 

220,796

Other payables

15

 

1,129,358

 

944,718

Borrowings

16

 

1,516,643

 

1,309,949

Deferred revenue

 

 

32,520

 

33,666

Salaries and social security taxes payable

17

 

30,295

 

25,959

Benefit plans

 

 

106,645

 

102,691

Deferred tax liability

 

 

32,488

 

73,427

Tax liabilities

19

 

3,785

 

4,406

Provisions

20

 

83,118

 

83,121

Total non-current liabilities

 

 

3,171,196

 

2,798,733

Current liabilities

 

 

   

 

Trade payables

14

 

2,956,418

 

2,481,308

Other payables

15

 

97,440

 

147,177

Borrowings

16

 

33,001

 

40,583

Deferred revenue

 

 

764

 

-

Salaries and social security taxes payable

17

 

454,110

 

420,857

Benefit plans

 

 

9,643

 

-

Tax liabilities

19

 

178,153

 

182,469

Provisions

20

 

49,531

 

10,667

Total current liabilities

 

 

3,779,060

 

3,283,061

TOTAL LIABILITIES

 

 

6,950,256

 

6,081,794

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

7,403,757

 

7,258,096

 

 

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

    

3


 

 

 

Edenor S.A.

Condensed Interim Statement of Comprehensive (Loss) Income

for the six-month periods ended June 30, 2014 and 2013

(Stated in thousands of pesos)

 

     

Six months at

 

Three months at

 

Note

 

06.30.14

 

06.30.13

 

06.30.14

 

06.30.13

Continuing operations

                 

Revenue from sales

21

 

1,753,215

 

1,656,783

 

852,650

 

820,404

Electric power purchases

   

(908,881)

 

(993,615)

 

(469,187)

 

(505,725)

Subtotal

   

844,334

 

663,168

 

383,463

 

314,679

Transmission and distribution expenses

22

 

(1,315,015)

 

(887,104)

 

(725,235)

 

(460,959)

Gross loss

   

(470,681)

 

(223,936)

 

(341,772)

 

(146,280)

     

 

 

 

 

 

 

 

Selling expenses

22

 

(279,843)

 

(262,897)

 

(146,933)

 

(149,336)

Administrative expenses

22

 

(197,297)

 

(160,469)

 

(109,123)

 

(87,300)

Other operating expense, net

   

(92,351)

 

(47,116)

 

(64,311)

 

(25,247)

Gain from interest in joint ventures

   

7

 

4

 

7

 

4

Revenue from non-reimbursable customer
contributions

   

382

 

-

 

191

 

-

Operating loss before SE Resolution 250/13 and SE Notes 6852/13 and 4012/14

   

(1,039,783)

 

(694,414)

 

(661,941)

 

(408,159)

Higher costs recognition - SE Resolution 250/13 and SE Notes 6852/13 and 4012/14

 

735,534

 

2,212,623

 

735,534

 

2,212,623

Operating (loss) profit

   

(304,249)

 

1,518,209

 

73,593

 

1,804,464

                   

Financial income

23

 

151,723

 

214,218

 

131,381

 

194,942

Financial expenses

23

 

(341,776)

 

(135,900)

 

(194,748)

 

(18,736)

Other financial expense

23

 

(269,438)

 

(85,725)

 

(21,915)

 

(24,237)

Net financial expense (income)

   

(459,491)

 

(7,407)

 

(85,282)

 

151,969

(Loss) Profit before taxes

   

(763,740)

 

1,510,802

 

(11,689)

 

1,956,433

 

   

 

 

 

 

 

 

 

Income tax

18

 

40,939

 

(117,584)

 

27,451

 

(149,069)

(Loss) Profit for the period from continuing operations

   

(722,801)

 

1,393,218

 

15,762

 

1,807,364

 

                 

Discontinued operations

   

-

 

(88,300)

 

-

 

7,988

(Loss) Profit for the period

   

(722,801)

 

1,304,918

 

15,762

 

1,815,352

                   

(Loss) Profit for the period attributable to:

                 

Owners of the Company

   

(722,801)

 

1,303,353

 

15,762

 

1,815,352

Non-controlling interests

 

 

-

 

1,565

 

-

 

1,565

(Loss) Profit for the period

   

(722,801)

 

1,304,918

 

15,762

 

1,816,917

                   
                   

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

                 

Continuing operations

   

(722,801)

 

1,393,218

 

15,762

 

1,807,364

Discontinued operations

   

-

 

(89,865)

 

-

 

6,423

                   

Basic and diluted (loss) earnings per share:

                 

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

24

 

(0.81)

 

1.55

 

0.01

 

2.01

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

24

 

-

 

(0.10)

 

-

 

0.01

 

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

 

4


 

 

Edenor S.A.

Condensed Interim Statement of Changes in Equity

for the six-month periods ended June 30, 2014 and 2013

(Stated in thousands of pesos)

 

 

Attributable to the owners of the parent

       
 

Share capital

 

Adjustment to share capital

 

Treasury stock

 

Adjust- ment to treasury stock

 

Additional paid-in capital

 

Other comprehen- sive loss

 

Retained earnings / Accumulated deficit

 

Subtotal equity

 

Non-controlling interests

 

Total equity

Balance at December 31, 2012

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

(14,659)

 

(885,130)

 

418,181

 

71,107

 

489,288

                                       

Sale of subsidiaries

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(49,271)

 

(49,271)

Absorption of accumulated losses - Shareholders' Meeting of 04/25/2013

(89,704)

 

(397,716)

 

(941)

 

(10,347)

 

(3,452)

 

-

 

502,160

 

-

 

-

 

-

Profit for the six-month period

-

 

-

 

-

 

-

 

-

 

-

 

1,303,353

 

1,303,353

 

1,565

 

1,304,918

Balance at June 30, 2013

807,339

 

-

 

8,471

 

-

 

-

 

(14,659)

 

920,383

 

1,721,534

 

23,401

 

1,744,935

                                       

Reversal of absorption of accumulated losses - Shareholders' Meeting of 12/20/2013

89,704

 

397,716

 

941

 

10,347

 

3,452

 

-

 

(502,160)

 

-

 

-

 

-

Sale of subsidiaries

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(22,856)

 

(22,856)

Loss for the six-month complementary
period

-

 

-

 

-

 

-

 

-

 

-

 

(531,614)

 

(531,614)

 

(545)

 

(532,159)

Other comprehensive loss

-

 

-

 

-

 

-

 

-

 

(13,618)

 

-

 

(13,618)

 

-

 

(13,618)

Balance at December 31, 2013

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

(28,277)

 

(113,391)

 

1,176,302

 

-

 

1,176,302

                                       

Loss for the six-month period

-

 

-

 

-

 

-

 

-

 

-

 

(722,801)

 

(722,801)

 

-

 

(722,801)

Balance at June 30, 2014

897,043

 

397,716

 

9,412

 

10,347

 

3,452

 

(28,277)

 

(836,192)

 

453,501

 

-

 

453,501

                                       

 

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

 

5


 

 

 

Edenor S.A.

Condensed Interim Statement of Cash Flows

for the six-month periods ended June 30, 2014 and 2013

(Stated in thousands of pesos)

 

 

     

Six months at

 

Note

 

06.30.14

 

06.30.13

Cash flows from operating activities

         

(Loss) Profit for the period

   

(722,801)

 

1,304,918

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

         

Depreciation of property, plant and equipment

8

 

113,756

 

104,379

Loss on disposals of property, plant and equipment

8

 

291

 

440

Net accrued interest

23

 

189,474

 

(59,920)

Exchange differences

23

 

347,295

 

123,714

Income tax

18

 

(40,939)

 

117,584

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

   

118

 

27,439

Adjustment to present value of receivables

23

 

(3,731)

 

201

Provision for contingencies

20

 

47,172

 

4,822

Changes in fair value of financial assets

23

 

(39,354)

 

(838)

Accrual of benefit plans

   

18,035

 

11,811

Gain from interest in joint ventures

   

(7)

 

(4)

Higher costs recognition - SE Resolution 250/13 and SE Notes 6852/13 and 4012/14

   

(735,534)

 

(2,212,623)

Net gain from the repurchase of Corporate Notes

23

 

(44,474)

 

(43,717)

Discontinued operations

   

-

 

139,218

Changes in operating assets and liabilities:

         

Increase in trade receivables

   

(29,823)

 

(24,385)

Increase in other receivables

   

(27,868)

 

(52,495)

Increase in inventories

   

(30,381)

 

(17,676)

Decrease in deferred revenue

   

(382)

 

-

Increase in trade payables

   

835,589

 

601,558

Increase / (Decrease) in salaries and social security taxes payable

   

37,587

 

(16,566)

Decrease in benefit plans

   

(4,439)

 

(5,098)

(Decrease) / Increase in tax liabilities

   

(8,536)

 

26,447

Increase in other payables

   

76,868

 

146,084

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

   

224,733

 

279,887

Net decrease in provisions

   

(8,312)

 

(7,354)

Subtotal before CAMMESA financing

   

194,337

 

447,826

Net increase for funds obtained - CAMMESA financing

   

433,463

 

212,983

Net cash flows provided by operating activities

   

627,800

 

660,809

 

 

6


 

 

Edenor S.A.

Condensed Interim Statement of Cash Flows

for the six-month periods ended June 30, 2014 and 2013 (Continued) 

(Stated in thousands of pesos)

 

     

Six months at

 

Note

 

06.30.14

 

06.30.13

Cash flows from investing activities

         

Acquisitions of property, plant and equipment

8

 

(636,491)

 

(451,318)

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

   

(7,971)

 

(10,392)

Collection of financial receivables with related companies

   

-

 

2,189

Collection of receivables from sale of subsidiaries - SIESA

   

2,976

 

2,111

Cash inflow from subsidiary sale

   

-

 

345

Discontinued operations

   

-

 

(80,395)

Net cash flows used in investing activities

   

(641,486)

 

(537,460)

           

Cash flows from financing activities

         

Repayment of principal on loans

   

(364)

 

(12,029)

Payment of interest on loans

   

(75,289)

 

(83,532)

Discontinued operations

   

-

 

17,697

Net cash flows used in financing activities

   

(75,653)

 

(77,864)

           

Net (decrease) / increase in cash and cash equivalents

   

(89,339)

 

45,485

           

Cash and cash equivalents at beginning of year

12

 

243,473

 

71,108

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

   

-

 

11,154

Exchange differences in cash and cash equivalents

   

7,221

 

14,455

Net (decrease) / increase in cash and cash equivalents

   

(89,339)

 

45,485

Cash and cash equivalents at the end of period

12

 

161,355

 

142,202

           
           

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

12

 

161,355

 

128,993

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

   

-

 

13,209

Cash and cash equivalents at the end of period

   

161,355

 

142,202

 

 

Supplemental cash flows information

         

Non-cash operating, investing and financing activities

         
           

Financial costs capitalized in property, plant and equipment

   

(7,295)

 

(18,146)

           

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

   

(168,426)

 

(1,394,305)

           

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

   

(1,038,047)

 

-

           

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

   

91,638

 

153,653

           
           

Increase in financial assets at fair value from subsidiary sale

   

-

 

(333,994)

 

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

 

 

7


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013    

 

 

1.                   General information

 

History and development of the Company

 

Empresa Distribuidora Norte S.A. (EDENOR S.A. or the Company) was organized on July 21, 1992 by Decree No. 714/92 in connection with the privatization and concession process of the distribution and sale of electric power carried out by Servicios Eléctricos del Gran Buenos Aires S.A. (SEGBA S.A.).

 

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

 

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

 

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

 

 

The Company’s economic and financial situation

 

In fiscal years 2012 and 2011, the Company recorded negative operating and net results, and both its liquidity level and working capital, even in fiscal year 2013, were severely affected. This situation is due mainly to both the continuous increase of its operating costs that are necessary to maintain the level of the service, and the delay in obtaining rate increases and/or recognition of its real higher costs (“CMM”), as stipulated in Section 4 of the Adjustment Agreement, including the review procedure in the event of deviations exceeding 5%.

 

Although the partial recognition of higher costs (as stipulated in Section 4.2 of the Adjustment Agreement) for the period May 2007 through March 2014, implemented by SE Resolution 250/13 and SE Notes 6852/13 and 4012/14, represented a significant step towards the recovery of the Company’s situation, inasmuch as it allowed for the temporary regularization of the equity imbalance generated by the lack of a timely recognition of the CMM adjustment requests made in the last seven years, such regulations do not provide a definitive solution to the Company’s economic and financial equation due to the fact that the level of revenue generated with the electricity rate schedules in effect, even after applying these regulations, does not allow for the absorption of neither operating nor investment costs or for the payment of financial services.  The constant increase in the operating costs that are necessary to maintain the level of the service, and the delay in obtaining genuine rate increases will continue to deteriorate the Company’s operating results, demonstrating that this recognition is insufficient to restore the balance that the economic and financial equation of the public service, object of the concession, requires; so much so that the operating and net results for the year ended December 31, 2013 were also negative prior to applying SE Resolution 250/13.

 

In effect, the operating and net results for the six-month period ended June 30, 2014 were also negative; therefore, the Company is once again subject to complying with the provisions of Section 206 of the Argentine Business Organizations Law, which provide for the mandatory capital stock reduction.

8


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

Despite this, it is worth mentioning that, in general terms, the quality of the distribution service has been maintained and the constant year-on-year increase in the demand for electricity that has accompanied the economic growth and the standard of living of the last years has also been satisfied. Due to both the continuous increase recorded in the costs associated with the provision of the service and the need for additional investments to meet the increased demand, the Company has adopted a series of measures aimed at mitigating the negative effects of this situation on its financial structure, without affecting the sources of employment, the execution of the investment plan or the carrying out of the essential operation and maintenance works that are necessary to maintain the provision of the public service.

 

Additionally, the Company has made a series of presentations before control agencies, regulatory authorities and courts in order to jointly instrument the necessary mechanisms to contribute to an efficient provision of the distribution service, the maintenance of the level of investments and the compliance with the increased demand. It was in this context that the ENRE issued Resolution 347/12, which established the application of fixed and variable charges that allowed the Company to obtain additional revenue as from November 2012, and the Energy Secretariat issued the previously described SE Resolution 250/13 and SE Notes 6852/13 and 4012/14, which partially recognized the higher costs and established mechanisms to offset this recognition against the PUREE-related liability, and, partially, against the liability held with CAMMESA. The application of the described offsetting mechanism is to be authorized by the Energy Secretariat.

 

In view of the aforementioned, and given the inefficacy of the administrative and judicial actions pursued and presentations made by the Company, on February 3, 2014, the Company applied for the immediate granting of a provisional remedy in order to maintain an efficient and safe service, requesting that until judgment is passed on the merits of the case, the Federal Government be compelled to provide the Company with economic assistance, whether by means of a temporary rate adjustment or through government grants.  

 

                Furthermore, with the aim of maintaining and guaranteeing the provision of the public service, and in order to alleviate the financial situation, as from October 2012 the Company found itself forced to cancel, on a temporary basis, the obligations with the Wholesale Electricity Market with surplus cash balances after having complied first with the commitments necessary to guarantee the provision of the public service that EDENOR is required to provide, including the investment plans underway and operation and maintenance works, as well as with the payment of the recognized salary increases.  In this regard, the ENRE and CAMMESA sent notices to the Company demanding payment of such debt, which have been duly replied by the Company.

 

The above-described situation has once again led to a working capital deficit, which, taking into account that the Company is not in condition to have access to other sources of financing, results in the need to continue to cancel only partially the obligations with CAMMESA for energy purchases or to incur debt for specific purposes. In that regard, and as a consequence of Resolution No. 836/2014 issued by the Secretariat of Labor that established the application of a gradual increase of 26.5% as from May 1, 2014, together with other benefits, for Company employees represented by the Sindicato de Luz y Fuerza de Capital Federal (Electric Light and Power Labor Union of the City of Buenos Aires) applicable also to those contractors whose employees are included in the collective bargaining agreements of the aforementioned union (Note 5.2), in July 2014, the Company obtained financing from CAMMESA in order to be able to comply with the provisions of such Resolution, which has nevertheless been contested by the Company before the administrative authorities.

 

In spite of that which has been previously mentioned, the Company Board of Directors continues analyzing different scenarios and possibilities to mitigate or reduce the negative impact of the Company’s situation on its operating cash flows and thereby present the shareholders with diverse courses of action. Nevertheless, the improvement of revenues so as to balance the economic and financial equation of the concession continues to be the most relevant aspect.

 

 

9


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

The outcome of the overall electricity rate review is uncertain as to both its timing and final form. Therefore, the uncertainties of the previous fiscal years in this regard continued during the second three-month period ended June 30, 2014; thus, if during the next six months of the current fiscal year: (i) the new electricity rate schedules are not issued by the ENRE; (ii) the Company is not granted other recognition or any other mechanism to compensate for cost increases, in addition to the revenue it obtains from the application of Resolution 347/12, the funds derived from the PUREE, or the recognition of CMM values and the offsetting mechanism established by SE Resolution 250/13 and SE Notes 6852/13 and 4012/14, and/or; (iii) the Company does not obtain from the Federal Government other mechanism that provides it with financing for cost increases or recognition thereof in addition to those previously mentioned, it is likely that the Company will have insufficient liquidity and will therefore be obliged to continue implementing, and even deepening, measures similar to those applied until now in order to preserve cash and enhance its liquidity. As stated in previous periods, the Company may not ensure that it will be able to obtain additional financing on acceptable terms.  Nevertheless, it must be pointed out that due to the fact that the revenue deriving from the FOCEDE for the execution of the necessary woks arising from the Investment Plan of distribution companies is temporarily insufficient, the Energy Secretariat has considered the possibility of financing such deficit, should it be necessary, through the implementation of loans for consumption (mutuum) with CAMMESA.  Therefore, should any of these measures, individually or in the aggregate, not be achieved, there is significant risk that such situation will have a material adverse impact on the Company’s operations. Edenor may need to enter into a renegotiation process with its suppliers and creditors in order to obtain changes in the terms of its obligations to ease the aforementioned financial situation.

 

Given the fact that the realization of the projected measures to revert the manifested negative trend depends, among other factors, on the occurrence of certain events that are not under the Company’s control, such as the requested electricity rate increases, the Board of Directors has raised substantial doubt about the Company’s ability to continue as a going concern in the term of the next fiscal year, being obliged to defer certain payment obligations, as previously mentioned, or unable to meet expectations for salary increases or the increases recorded in third-party costs.

 

Nevertheless, these condensed interim financial statements have been prepared in accordance with the accounting principles applicable to a going concern, assuming that the Company will continue to operate normally. Therefore, they do not include the effects of the adjustments or reclassifications that might result from the outcome of this uncertainty.

 

 

2.                  Regulatory framework

 

 

Penalties – Specific situations

 

Based on the provisions of ENRE Resolution 1/14, the definitive amount of the compensation payable to Customers by way of discounts totaled $ 84.6.  As of June 30, 2014, part of such amount has already been credited to Customers.

 

Furthermore, in May 2014, the Company and the National Regulatory Authority for the Distribution of Electricity entered into a payment agreement pursuant to which it was agreed that the penalties under litigation for a total of $ 8.7 million, plus interest for $4 million, would be paid in 12 monthly installments, maturing as from June 1, 2014. As of the date of issuance of these condensed interim financial statements, the Company has already paid the first three installments.

 

     

10


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

PUREE – CMM (Program for the Rational Use of Electric Power – Cost Monitoring Mechanism)

 

On June 24, 2014, the Energy Secretariat issued SE Note 4012/14 which, among other issues, extended the effects of SE Resolution 250/13 and SE Note 6852/13 until March 31, 2014. In this regard, as of June 30, 2014, the Company recorded $ 735.5 million and $ 108.2 million in the “Higher costs recognition - SE Resolution 250/13 and SE Notes 6852/13 and 4012/14” and the “Financial income – Financial interest” line items of the Condensed Interim Statement of Comprehensive (Loss) Income, respectively.

 

Additionally, the aforementioned Note instructed CAMMESA to apply SE Resolution 250/13 using for calculation purposes relating to March 31, 2014 the information provided by the ENRE in its Note No. 112,606 dated June 6, 2014. Based on this instruction and on the information provided by these agencies, and considering as well the criterion adopted with regard to the partial recognition of amounts relating to the CMM and the offsetting thereof, whose implementation is pending, the Company has offset the remaining CMM original amounts (Receivable) subject to the issuance of Sale Settlements with Maturity Dates to be Determined (Liquidaciones de Venta con Fecha de Vencimiento a Definir - LVFVD) for $ 362.7 million against the trade payable the Company has with CAMMESA for electricity purchases. In that regard, ENRE Note 112,606 recalculates CMM and PUREE values fully complying with the provisions of SE Resolution 250/13.

 

Moreover, SE Note 4012/14 not only states that this measure is temporary and exceptional in nature but also establishes that the signing of an integral and instrumental agreement, or equivalent alternative, will be promoted in order to address the regulatory, economic, financial, quality-related and sustainability aspects of the public service, object of the concession, as well as the extension of the transitional period of the concession agreement until December 31, 2016.

 

The impact of SE Resolution 250/13 and SE Notes 6852/13 and 4012/14 on the Statement of financial position is summarized below:

 

   

2013

 

2014

   
   

SE Res. 250/13

 

SE Note 6852/13

 

Subtotal

 

SE Note 4012/14

 

Total

Other receivables

                   

Cost Monitoring
Mechanism

 

2,254,953

 

723,630

 

2,978,583

 

735,534

 

3,714,117

Net interest CMM - PUREE

 

172,939

 

24,570

 

197,509

 

108,218

 

305,727

Other payables - Program for the rational use of electric power

 

(1,387,037)

 

(274,068)

 

(1,661,105)

 

(168,426)

 

(1,829,531)

Trade payables - CAMMESA

 

(678,134)

 

(474,132)

 

(1,152,266)

 

(1,038,047)

 

(2,190,313)

LVFVD to be issued

 

362,721

 

-

 

362,721

 

(362,721)

 

-

 

3.                  Basis of preparation

 

The condensed interim financial statements for the period ended June 30, 2014 have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), incorporated by the National Securities Commission (CNV). Particularly, the provisions of IAS 34 “Interim Financial Reporting” have been applied.

 

The balances at December 31, 2013 and for the six-month period ended June 30, 2013, disclosed in these condensed interim financial statements for comparative purposes, arise from the consolidated financial statements as of those dates. Certain amounts of the consolidated financial statements presented for comparative purposes have been reclassified following the disclosure criteria used for the financial statements for the reporting period.

 

Due to the fact that as of December 31, 2013 the Company has divested all of its subsidiaries, as from the current fiscal year, only one set of financial statements, prepared under IFRS, is presented.

 

The condensed interim financial statements are stated in thousands of Argentine pesos, unless specifically indicated otherwise.

 

   

11


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

These condensed interim financial statements were approved for issue by the Company Board of Directors on August 7, 2014.

 

 

4.                  Accounting policies

 

The accounting policies adopted for these condensed interim financial statements are consistent with those used in the preparation of the consolidated financial statements for the last financial year, which ended December 31, 2013.

 

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

 

These condensed interim financial statements must be read together with the audited consolidated financial statements as of December 31, 2013, which have been prepared in accordance with IFRS.

 

 

4.1               New standards, amendments and interpretations mandatory for annual periods beginning January 1, 2014 and not early adopted by the Company

 

The following standards, which are mandatory for the Company as from the current fiscal year, have had no significant impact on its financial position or the results of its operations.

 

IAS 36 (revised 2013) “Impairment of assets”, issued in May 2013.  This amended standard addresses the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal.

 

IFRIC 21 "Levies", issued in May 2013. This standard provides guidance on when to recognize a liability for a levy imposed by the government, both for levies that are accounted for in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” and those where the timing and amount of the levy is certain.

 

 

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

 

IFRS 15 "Revenue from contracts with customers", issued in May 2014 and applicable to annual periods beginning as from January 1, 2017.  It specifies how and when revenue will be recognized, as well as the additional information the Company is required to present in the financial statements. The standard provides a single, principles based five-step model to be applied to all contracts with customers. The Company is currently analyzing the impact. Nevertheless, it estimates that the application of this standard will have no significant impact on the results of its operations or its financial position.

 

  

12


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

5.                   Financial risk management

 

The Company’s activities expose it to various financial risks: market risk (including currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk.

 

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

 

 

5.1                Financial risk factors

 

·         Currency risk

 

At June 30, 2014 and December 31, 2013, the Company’s balances in foreign currency are as follow:

 

   

Currency

 

Amount in foreign currency

 

Exchange rate (1)

 

Total
06.30.2014

 

Total
12.31.2013

           

ASSETS

         

 

       

NON-CURRENT ASSETS

         

 

       

Other receivables

 

USD

 

332

 

8.033

 

2,665

 

2,150

TOTAL NON-CURRENT ASSETS

     

332

 

 

 

2,665

 

2,150

CURRENT ASSETS

         

 

       

Other receivables

 

USD

 

4,229

 

8.033

 

33,970

 

3,793

   

EUR

 

17

 

10.991

 

192

 

374

Financial assets at fair value through profit or loss

 

USD

 

3,086

 

8.033

 

24,786

 

74,338

Cash and cash equivalents

 

USD

 

766

 

8.033

 

6,152

 

23,977

   

EUR

 

15

 

10.991

 

169

 

171

TOTAL CURRENT ASSETS

     

8,113

     

65,269

 

102,653

TOTAL ASSETS

     

8,445

 

 

 

67,934

 

104,803

           

 

       

LIABILITIES

         

 

       

NON-CURRENT LIABILITIES

         

 

       

Borrowings

 

USD

 

186,480

 

8.133

 

1,516,643

 

1,309,949

TOTAL NON-CURRENT LIABILITIES

     

186,480

 

 

 

1,516,643

 

1,309,949

CURRENT LIABILITIES

         

 

       

Trade payables

 

USD

 

12,397

 

8.133

 

100,824

 

111,795

   

EUR

 

37

 

11.148

 

410

 

2,015

   

CHF

 

30

 

9.176

 

278

 

223

   

NOK

 

68

 

1.332

 

91

 

74

Borrowings

 

USD

 

4,050

 

8.133

 

32,940

 

40,153

TOTAL CURRENT LIABILITIES

     

16,582

     

134,543

 

154,260

TOTAL LIABILITIES

     

203,062

 

 

 

1,651,186

 

1,464,209

           

 

       

(1)       The exchange rates used are those of Banco Nación in effect as of June 30, 2014 for US Dollars (USD), Euros (EUR), Swiss Francs (CHF), and Norwegian Krones (NOK).  An average exchange rate is used for balances with related parties.

13


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

5.2               Concentration risk factors

 

·         Related to employees who are union members

 

On May 28, 2014, the Secretariat of Labor (ST) issued ST Resolution 836/14 whereby the following is established:

 

·         A salary increase, until April 30, 2015, for Company employees who are represented by the Sindicato de Luz y Fuerza de Capital Federal (Electric Light and Power Labor Union of the City of Buenos Aires) of 15% from May 1, 2014 and of a cumulative 10% from July 1, 2014.

 

·         An increase, from May 1, 2014, of the percentage relating to employee seniority, which will amount to 2.12% of the basic salary, per year of seniority.

 

·         A 10% to 18% increase, from May 1, 2014, of the percentage relating to the non-calendar week modality of work.  

 

The aforementioned Resolution applies also to the contractors whose employees are included in the collective bargaining agreement of the above-mentioned union.

 

In order to cover the higher salary costs, the Company obtained financing from CAMMESA through a loan for consumption (mutuum) and the assignment of secured receivables, see Note 28.

 

 

5.3               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. as 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).

 

14


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

The table below shows the Company’s financial assets measured at fair value at June 30, 2014 and December 31, 2013:

 

   

LEVEL 1

 

LEVEL 2

 

LEVEL 3

 

TOTAL

At June 30, 2014

               

Assets

               

Cash and cash equivalents - Money market funds

 

133,706

 

-

 

-

 

133,706

Financial assets at fair value through profit or loss:

               

Government bonds

 

16,066

 

-

 

-

 

16,066

Money market funds

 

147,680

 

-

 

-

 

147,680

Total assets

 

297,452

 

-

 

-

 

297,452

                 

At December 31, 2013

               

Assets

               

Cash and cash equivalents - Money market funds

 

219,887

 

-

 

-

 

219,887

Financial assets at fair value through profit or loss:

               

Government bonds

 

14,256

 

-

 

-

 

14,256

Government bonds - AESEBA trust

 

99,523

 

-

 

-

 

99,523

Money market funds

 

102,655

 

-

 

-

 

102,655

Total assets

 

436,321

 

-

 

-

 

436,321

                 

 

 

6.                  Critical accounting estimates and judgments

 

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

 

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

 

In preparing these condensed interim financial statements, there have been no changes in either the critical judgments made by the Company when applying its accounting policies or the information sources of estimation uncertainty with respect to those applied in the consolidated financial statements for the year ended December 31, 2013.

 

 

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 consolidated financial statements as of December 31, 2013, except for the following:

 

a.       Change of the interest rate applicable to historical lawsuit amounts

 

By Act 2601 of the Federal Court of Appeals in Labor Matters, dated May 21, 2014, it was established that the lending rate of Banco Nación Argentina used for the granting of loans, which currently stands at 18.6% p.a., would be replaced by the nominal rate for personal loans of Banco Nación Argentina, currently at 36% p.a. This change applies to all amounts of lawsuits pending judgment within the jurisdiction of the City of Buenos Aires.

 

The effect of this change in the applicable rate generated a loss of $ 31.6 million, which was recorded in the “Other operating expense, net” line item of the Condensed Interim Statement of Comprehensive (Loss) Income as of June 30, 2014.

  

15


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

b.      Legal action brought by the National Ombudsman

 

Purpose: presentation against the resolutions by which the new electricity rate schedule went into effect as from October 1, 2008 and the application of the Program for the Rational Use of Electric Power (PUREE).

 

Procedural stage of the proceedings: on December 7, 2009, the Company filed an appeal (“Queja por Recurso denegado”) to the Federal Supreme Court concerning the precautionary measure granted to the plaintiff, which is currently being analyzed by the Supreme Court. The file was joined to “CARBONEL SILVIA CRISTINA vs FEDERAL GOVERNMENT – MINISTRY OF PLANNING – ENERGY SECRETARIAT RESOLUTION 1196/08 1170/08, ACTION FOR THE PROTECTION OF A RIGHT GUARANTEED BY THE CONSTITUTION (AMPARO) LAW 16,986”, and treated as an Action for the protection of rights. On August 20, 2013, the Court in Contentious and Administrative Federal Matters No. 10 – Clerk’s Office No. 20 rejected the aforementioned action. This decision was appealed by the plaintiff, the resolution of which is still pending. On May 20, 2014, Division IV of the Court of Appeals in Contentious and Administrative Federal Matters rendered judgment rejecting the appeal filed by the plaintiff, thus confirming the decision of the Court of Original Jurisdiction in all its terms. Within the procedural term granted for such purpose, the National Ombudsman filed an extraordinary appeal (“Recurso Extraordinario Federal”), notice of the legal bases of which has not yet been served upon the parties. The precautionary measure continues to be in force until the decision is final.

 

Amount: undetermined

 

Conclusion: no provision has been recorded for these claims in these condensed interim financial statements as the Company, based on both that which has been previously mentioned and the opinion of its legal advisors, believes that there exist solid arguments to support its position. It is estimated that this legal action will be terminated in 2014.

 

 

c.       Legal action brought by the Company (“EDENOR S.A. VS ENRE RESOLUTION No. 336/12”)

 

Purpose: By this action, the Company challenges ENRE’s resolution pursuant to which the Company is ordered to:

 

- determine the customers affected by the power cuts occurred as a consequence of failures between October 29 and November 14, 2012;

 

- determine the discounts to be recognized to each of the customers identified in accordance with the preceding caption;

 

- credit such discounts on account of the final discounts that will result from the evaluation of the Technical Service Quality relating to the six-month control period;

 

- pay a compensation to each small-demand residential customer (T1R) who has been affected by the power cuts occurred during the aforementioned period, the amount of which will depend on the electricity outage duration, provided, however, that such power cut lasted more than 12 continuous hours.

 

Amount: not specified in the complaint.

 

Procedural stage of the proceedings: This resolution has been contested by the Company through a direct appeal (“Recurso Directo”), which is pending in the Court of Appeals in Contentious and Administrative Federal Matters - Division IV. Notice of the legal bases of the aforementioned appeal, which was filed on February 4, 2014, has not yet been served upon the ENRE.

 

  

16


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

 

d.      Legal action brought by ASOCIACIÓN DE DEFENSA DE DERECHOS DE USUARIOS Y CONSUMIDORES – ADDUC

 

Purpose: that the Company be ordered to reduce or mitigate the default or late payment interest rates charged to customers who pay their bills after the first due date, inasmuch as they violate section 31 of Law No. 24,240, ordering both the non application of pacts or accords that stipulate the interest rates that are being applied to the users of electricity –their unconstitutional nature– as well as the reimbursement of interest amounts illegally collected from users of the service from August 15, 2008 through the date on which the defendant complies with the order to reduce interest. It is also requested that the value added tax (VAT) and any other taxes charged on the portion of the surcharge illegally collected be reimbursed.

 

Amount: undetermined

 

Procedural stage of the proceedings: On November 11, 2011, the Company answered the complaint and filed a motion to dismiss for both lack of standing to sue (“excepción de falta de legitimación activa”) and the fact that the claims at issue were being litigated in another lawsuit (“excepción de litispendencia”), currently in process, requesting as well that a summons be served upon the ENRE as a third-party defendant. Notice of these pleadings was served upon the plaintiff. Prior to rendering a decision on the motion to dismiss, the Court ordered that the Court in Contentious and Administrative Federal Matters No. 2 – Clerk’s Office No. 3 provide it with the proceedings “Consumidores Financieros Asociación Civil vs EDESUR and Other defendants, for breach of contract”. As of the date of issuance of these condensed interim financial statements, the Court has not received the requested file. On April 8, 2014, the Court in Civil and Commercial Federal Matters No. 9 – Clerk’s Office No. 17 admitted the motion to dismiss due to the fact that the claims at issue were being litigated in another lawsuit (“excepción de litispendencia”), and ordered that the proceedings be sent to Federal Court No. 2 – Clerk’s Office No. 3 to be dealt with thereat, thus joining them to the case entitled “consumidores financieros vs Edesur and other defendants, for breach of contract”.

 

 

e.       Legal action brought by the Company (“EDENOR S.A. VS FEDERAL GOVERNMENT – MINISTRY OF FEDERAL PLANNING / PROCEEDING FOR THE DETERMINATION OF A CLAIM AND MOTION TO LITIGATE IN FORMA PAUPERIS”)

 

On June 28, 2013, the Company instituted these proceedings for the recognizance of a claim and the related leave to proceed in forma pauperis, both pending in the Federal Court of Original Jurisdiction in Contentious and Administrative Federal Matters No. 11 – Clerk’s Office No. 22.

 

Purpose of the main proceedings: To sue for breach of contract due to the Federal Government’s failure to perform in accordance with the terms of the “Memorandum of Understanding concerning the Renegotiation of the Concession Agreement” (“Acta Acuerdo de Renegociación del Contrato de Concesion” – Adjustment Agreement) entered into with Edenor in 2006, and for damages caused as a result of such breach.

 

Procedural stage of the proceedings: On November 22, 2013, the Company amended the complaint so as to extend it and claim more damages as a consequence of the Federal Government’s omission to perform the obligations under the aforementioned “Adjustment Agreement”. As of the date of this report, notice of the complaint has not yet been served upon the defendant. On February 3, 2014, the Company applied for the immediate granting of a provisional remedy in order to maintain an efficient and safe service, requesting that until judgment is passed on the merits of the case, the Federal Government be compelled to provide the Company with economic assistance, whether by means of a temporary rate adjustment or through government grants. It was ordered that notice of said presentation be served upon the Federal Government – Ministry of Federal Planning.

 

On May 27, 2014, the court hearing the case rejected the provisional remedy sought by the Company. Within the procedural term granted for such purpose, the Company filed an appeal on which no decision has been rendered as of the date of issuance of these condensed interim financial statements.

17


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

8.                  Property, plant and equipment

 

 

 

Lands and buildings

 

Substations

 

High, medium and low voltage lines

 

Meters and Transformer chambers and platforms

 

Tools, Furniture, vehicles, equipment and communications

 

Construction in process

 

Supplies and spare parts

 

Total

At 12.31.13

                               

Cost

 

133,155

 

1,367,062

 

3,778,595

 

1,769,798

 

538,668

 

1,042,590

 

50,577

 

8,680,445

Accumulated depreciation

 

(37,052)

 

(501,649)

 

(1,872,408)

 

(713,878)

 

(366,151)

 

-

 

-

 

(3,491,138)

Net amount

 

96,103

 

865,413

 

1,906,187

 

1,055,920

 

172,517

 

1,042,590

 

50,577

 

5,189,307

                                 

Additions

 

-

 

-

 

-

 

-

 

7,407

 

625,120

 

11,259

 

643,786

Disposals

 

-

 

-

 

(159)

 

(132)

 

-

 

-

 

-

 

(291)

Transfers

 

9,235

 

6,069

 

83,874

 

60,560

 

20,523

 

(180,261)

 

-

 

-

Depreciation for the period

 

(2,895)

 

(18,170)

 

(45,862)

 

(29,294)

 

(17,535)

 

-

 

-

 

(113,756)

Net amount 06.30.14

 

102,443

 

853,312

 

1,944,040

 

1,087,054

 

182,912

 

1,487,449

 

61,836

 

5,719,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 06.30.14

                               

Cost

 

142,390

 

1,373,131

 

3,861,833

 

1,830,066

 

566,598

 

1,487,449

 

61,836

 

9,323,303

Accumulated depreciation

 

(39,947)

 

(519,819)

 

(1,917,793)

 

(743,012)

 

(383,686)

 

-

 

-

 

(3,604,257)

Net amount

 

102,443

 

853,312

 

1,944,040

 

1,087,054

 

182,912

 

1,487,449

 

61,836

 

5,719,046

 

·            During the period ended June 30, 2014, direct costs capitalized amounted to $ 71 million.

 

·            Financial costs capitalized for the period ended June 30, 2014 amounted to $ 7.3 million.

 

 

18


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

Lands and buildings

 

Substations

 

High, medium and low voltage lines

 

Meters and Transformer chambers and platforms

 

Tools, Furniture, vehicles, equipment and communications

 

Construction in process

 

Supplies and spare parts

 

Total

At 12.31.12

                               

Cost

 

143,408

 

1,242,566

 

3,488,557

 

1,649,273

 

523,893

 

590,535

 

30,285

 

7,668,517

Accumulated depreciation

 

(38,061)

 

(466,295)

 

(1,784,028)

 

(658,220)

 

(377,314)

 

-

 

-

 

(3,323,918)

Net amount

 

105,347

 

776,271

 

1,704,529

 

991,053

 

146,579

 

590,535

 

30,285

 

4,344,599

                                 

Additions

 

-

 

-

 

-

 

-

 

20,934

 

441,936

 

6,594

 

469,464

Disposals

 

-

 

-

 

(440)

 

-

 

-

 

-

 

-

 

(440)

Transfers

 

1,745

 

70,420

 

117,012

 

46,177

 

15,791

 

(251,145)

 

-

 

-

Depreciation for the period

 

(1,972)

 

(17,859)

 

(44,400)

 

(27,833)

 

(12,315)

 

-

 

-

 

(104,379)

Discontinued operations

 

(15,723)

 

-

 

-

 

-

 

(18,478)

 

(55)

 

-

 

(34,256)

Net amount 06.30.13

 

89,397

 

828,832

 

1,776,701

 

1,009,397

 

152,511

 

781,271

 

36,879

 

4,674,988

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 06.30.13

                               

Cost

 

123,929

 

1,313,962

 

3,604,846

 

1,695,450

 

503,221

 

781,271

 

36,879

 

8,059,558

Accumulated depreciation

 

(34,532)

 

(485,130)

 

(1,828,145)

 

(686,053)

 

(350,710)

 

-

 

-

 

(3,384,570)

Net amount

 

89,397

 

828,832

 

1,776,701

 

1,009,397

 

152,511

 

781,271

 

36,879

 

4,674,988

 

·            During the period ended June 30, 2013, direct costs capitalized amounted to $ 77.4 million.

 

·            Financial costs capitalized for the period ended June 30, 2013 amounted to $ 18.2 million.

 

 

19


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

9.                  Other receivables

 

   

06.30.14

 

12.31.13

Non-current:

       

Prepaid expenses

 

-

 

-

Receivable from minimum presumed income

 

151,554

 

127,386

Tax credits

 

1,265

 

1,107

Financial receivable

 

64,950

 

60,994

Related parties

 

6,892

 

7,279

Other

 

3,024

 

2,629

Total Non-current

 

227,685

 

199,395

         

Current:

       

Prepaid expenses

 

4,138

 

2,751

Receivable from CMM (1)

 

-

 

362,721

Value added tax

 

101,234

 

81,214

Advances to suppliers

 

16,407

 

21,790

Advances to personnel

 

860

 

4,718

Security deposits

 

2,402

 

1,980

Financial receivable

 

3,591

 

2,925

Receivable with FOCEDE

 

24,796

 

-

Receivables from activities other than the main activity

 

22,118

 

52,238

Related parties

 

713

 

1,186

Allowance for the impairment of other receivables

 

(14,051)

 

(20,412)

Judicial deposits

 

2,494

 

1,786

Other

 

482

 

9,215

Total Current

 

165,184

 

522,112

 

(1) As of June 30, 2014 and December 31, 2013, net of both the trade payable with CAMMESA for $ 2.2 billion and $ 1.2 billion, respectively and the PUREE-related payable for $ 1.8 billion and $ 1.7 billion, respectively, which were offset as established in SE Resolution 250/13 and SE Notes 6852/13 and 4012/14. See Note 2.

 

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

 

 

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

 

   

06.30.14

 

06.30.13

Balance at beginning of year

 

20,412

 

16,011

Increase

 

248

 

4,240

Decrease

 

(4,770)

 

-

Recovery

 

(1,839)

 

-

Balance at end of period

 

14,051

 

20,251

   

20


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

10.               Trade receivables

 

   

06.30.14

 

12.31.13

Current:

       

Sales of electricity - Billed (1)

 

589,841

 

542,324

Sales of electricity – Unbilled

 

212,316

 

236,761

Framework Agreement

 

71,358

 

56,928

National Fund of Electricity

 

8,821

 

5,290

Bonds for the cancellation of debts of the
Province of Bs. As.

 

-

 

1,701

Specific fee payable for the expansion of the network,transportation and others

 

13,779

 

10,536

Receivables in litigation

 

28,682

 

22,740

Allowance for the impairment of trade receivables

 

(72,723)

 

(73,185)

Total Current

 

852,074

 

803,095

 

(1)     Net of stabilization factor.

 

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

   

 

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

 

   

06.30.14

 

06.30.13

Balance at beginning of year

 

73,185

 

63,265

Increase

 

1,709

 

23,199

Decrease

 

(2,171)

 

(8)

Discontinued operations

 

-

 

(22,541)

Balance at end of period

 

72,723

 

63,915

 

 

11.                Financial assets at fair value through profit or loss

 

   

06.30.14

 

12.31.13

Current

       

Government bonds

 

16,066

 

14,256

Government bonds - AESEBA trust

 

-

 

99,523

Money market funds

 

147,680

 

102,655

Total current

 

163,746

 

216,434

 

 

 

12.               Cash and cash equivalents

 

   

06.30.14

 

12.31.13

 

06.30.13

Cash and banks

 

18,929

 

19,837

 

39,946

Time deposits

 

8,720

 

3,749

 

748

Money market funds

 

133,706

 

219,887

 

88,299

Total cash and cash equivalents

 

161,355

 

243,473

 

128,993

 

 

21


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

13.               Share capital and additional paid-in capital

 

At June 30, 2014, the Company’s share capital amounts to 906,455,100 shares, divided into 462,292,111 common, book-entry Class A shares with a par value of one peso each and the right to one vote per share; 442,210,385 common, book-entry Class B shares with a par value of one peso each and the right to one vote per share; and 1,952,604 common, book-entry Class C shares with a par value of one peso each and the right to one vote per share.

 

 

Section 206 – Argentine Business Organizations Law

 

At June 30, 2014, the negative results recorded by the Company consume more than 50% of its share capital. Therefore, should this situation continue to remain by the end of the current fiscal year, the Company will be subject to complying with the provisions of Section 206 of the Argentine Business Organizations Law, which provide for the mandatory capital stock reduction.

 

At the date of issuance of these condensed interim financial statements, the Company Board of Directors is analyzing different scenarios aimed at improving the Company’s financial situation, while taking the appropriate steps with the pertinent authorities.

 

 

14.               Trade payables

 

   

06.30.14

 

12.31.13

Non-current

       

Suppliers

 

397

 

794

Customer deposits

 

57,289

 

54,524

Customer contributions

 

126,958

 

113,778

Funding contributions - substations

 

51,700

 

51,700

Total Non-current

 

236,344

 

220,796

         

Current

       

Payables for purchase of electricity - CAMMESA (1)

 

1,934,071

 

1,500,609

Provision for unbilled electricity purchases - CAMMESA

 

281,557

 

280,935

Suppliers

 

567,102

 

510,612

Customer contributions

 

157,022

 

176,800

Funding contributions - substations

 

16,528

 

12,352

Related parties

 

138

 

-

Total Current

 

2,956,418

 

2,481,308

 

(1)   As of June 30, 2014 and December 31, 2013, net of $ 2.2 billion and $ 1.2 billion, respectively, offset in accordance with the provisions of SE Resolution 250/13 and SE Notes 6852/13 and 4012/14. See Note 2.

 

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

 

 

22


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

15.                Other payables

 

   

06.30.14

 

12.31.13

Non-current

       

Program for the rational use of electric power (1)

 

164,910

 

108,603

ENRE penalties and discounts

 

915,488

 

836,115

Liability with FOTAE

 

48,960

 

-

Total Non-current

 

1,129,358

 

944,718

         

Current

       

ENRE penalties and discounts

 

89,216

 

87,658

Liability with FOCEDE

 

2,656

 

4,237

Liability with FOTAE

 

-

 

48,960

Related parties

 

1,811

 

2,028

Other

 

3,757

 

4,294

Total Current

 

97,440

 

147,177

 

(1)    As of June 30, 2014 and December 31, 2013, net of $ 1.8 billion and $ 1.7 billion, respectively, offset in accordance with the provisions of SE Resolution 250/13 and SE Notes 6852/13 and 4012/14. See Note 2.

 

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

 

 

16.               Borrowings 

 

   

06.30.14

 

12.31.13

Non-current

       

Corporate notes (1) (2)

 

1,516,643

 

1,309,949

Total non-current

 

1,516,643

 

1,309,949

         

Current

       

Financial loans

 

61

 

430

Interest

 

32,940

 

40,153

Total current

 

33,001

 

40,583

         

(1)    Net of issuance expenses and debt repurchase.

 

(2)    On March 27, 2014, the repurchased Corporate Notes that the Company held in its portfolio were written off. See Note 26.

 

 

The maturities of the Company’s borrowings and their exposure to interest rates are as follow:

 

   

06.30.14

 

12.31.13

Fixed rate

       

Less than 1 year

 

33,001

 

40,583

From 3 to 4 years

 

120,043

 

-

More than 4 years

 

1,396,600

 

1,309,949

   

1,549,644

 

1,350,532

Floating rate

       

Less than 1 year

 

-

 

-

   

-

 

-

   

1,549,644

 

1,350,532

 

At June 30, 2014 and December 31, 2013, the fair values of the Company’s non-current borrowings (Corporate Notes) amount approximately to $ 1.2 billion and 0.9 billion, respectively. Such values were calculated on the basis of the estimated market price of the Company’s corporate notes at the end of the period/year.

 

   

23


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

17.                Salaries and social security taxes

 

   

06.30.14

 

12.31.13

Non-current

       

Early retirements payable

 

3,258

 

1,164

Seniority-based bonus

 

27,037

 

24,795

Total non-current

 

30,295

 

25,959

         

Current

       

Salaries payable and provisions

 

407,635

 

383,096

Social security taxes payable

 

44,423

 

35,832

Early retirements payable

 

2,052

 

1,929

Total current

 

454,110

 

420,857

 

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

 

At the date of issuance of these condensed interim financial statements, there are no significant changes with respect to the situation reported by the Company as of December 31, 2013.

 

   

06.30.14

 

06.30.13

Current tax

 

-

 

(153,711)

Deferred tax

 

40,939

 

36,127

Total income tax expense

 

40,939

 

(117,584)

 

 

19.               Tax liabilities

 

   

06.30.14

 

12.31.13

Non-current

       

Tax regularization plan

 

3,785

 

4,406

Total Non-current

 

3,785

 

4,406

         

Current

       

Tax on minimum presumed income payable

21,428

 

24,876

Provincial, municipal and federal contributions and taxes

 

67,290

 

53,620

Tax withholdings

 

26,947

 

25,761

SUSS (Social Security System) withholdings

1,384

 

1,582

Municipal taxes

 

37,770

 

36,170

Tax regularization plan

 

23,334

 

40,460

Total Current

 

178,153

 

182,469

         

 

 

24


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

20.              Provisions 

 

   

Non-current liabilities

 

Current liabilities

   

Contingencies

 

Contingencies

At 12.31.13

 

83,121

 

10,667

         

Increases

 

-

 

47,172

Decreases

 

(3)

 

(8,308)

At 06.30.14

 

83,118

 

49,531

 

 

   

Non-current liabilities

 

Current liabilities

   

Contingencies

 

Contingencies

At 12.31.12

 

80,019

 

10,493

         

Increases

 

-

 

4,822

Decreases

 

(2,736)

 

(4,619)

Discontinued operations

 

(3,296)

 

(4,162)

At 06.30.13

 

73,987

 

6,534

 

 

21.               Revenue from sales

 

   

Six months at

   

06.30.14

 

06.30.13

Sales of electricity (1)

 

1,724,725

 

1,633,985

Right of use on poles

 

26,221

 

21,048

Connection charges

 

1,905

 

1,747

Reconnection charges

 

364

 

3

Total Revenue from sales

 

1,753,215

 

1,656,783

 

(1)   Includes revenue from the application of Resolution 347/12 for $ 244.3 million and $ 260.6 million for the six-month periods ended June 30, 2014 and 2013, respectively.

 

 

 

25


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

22.              Expenses by nature

 

The detail of expenses by nature is as follows:

 

   

Six months at 06.30.14

Description

 

Transmission and distribution expenses

 

Selling expenses

 

Administrative expenses

 

Total

Salaries and social security taxes

 

597,892

 

104,233

 

91,293

 

793,418

Pension plans

 

13,591

 

2,369

 

2,075

 

18,035

Communications expenses

 

5,706

 

19,732

 

1,273

 

26,711

Allowance for the impairment of trade and other receivables

 

-

 

1,957

 

-

 

1,957

Supplies consumption

 

100,622

 

-

 

5,832

 

106,454

Leases and insurance

 

4,721

 

-

 

15,516

 

20,237

Security service

 

11,665

 

161

 

6,292

 

18,118

Fees and remuneration for services

 

362,518

 

119,609

 

59,831

 

541,958

Public relations and marketing

 

-

 

-

 

2,547

 

2,547

Advertising and sponsorship

 

-

 

-

 

1,312

 

1,312

Reimbursements to personnel

 

581

 

194

 

738

 

1,513

Depreciation of property, plant and equipment

101,707

 

7,144

 

4,905

 

113,756

Directors and Supervisory Committee members’ fees

-

 

-

 

1,422

 

1,422

ENRE penalties

 

115,878

 

5,780

 

-

 

121,658

Taxes and charges

 

-

 

18,632

 

3,462

 

22,094

Other

 

134

 

32

 

799

 

965

Six months at 06.30.14

 

1,315,015

 

279,843

 

197,297

 

1,792,155

 

The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment at June 30, 2014 for $ 71 million.

 

   

Six months at 06.30.13

Description

 

Transmission and distribution expenses

 

Selling expenses

 

Administrative expenses

 

Total

Salaries and social security taxes

 

347,919

 

84,219

 

67,413

 

499,551

Pension plans

 

7,728

 

1,953

 

2,130

 

11,811

Communications expenses

 

3,490

 

15,636

 

739

 

19,865

Allowance for the impairment of trade and other receivables

 

-

 

27,439

 

-

 

27,439

Supplies consumption

 

42,158

 

-

 

2,751

 

44,909

Leases and insurance

 

3,324

 

-

 

10,529

 

13,853

Security service

 

6,859

 

294

 

4,517

 

11,670

Fees and remuneration for services

 

302,126

 

85,054

 

62,345

 

449,525

Public relations and marketing

 

-

 

-

 

1,046

 

1,046

Advertising and sponsorship

 

-

 

-

 

539

 

539

Reimbursements to personnel

 

384

 

73

 

415

 

872

Depreciation of property, plant and equipment

96,405

 

4,252

 

3,722

 

104,379

Directors and Supervisory Committee members’ fees

-

 

-

 

1,260

 

1,260

ENRE penalties

 

76,562

 

28,615

 

-

 

105,177

Taxes and charges

 

-

 

15,349

 

2,421

 

17,770

Other

 

149

 

13

 

642

 

804

Six months at 06.30.13

 

887,104

 

262,897

 

160,469

 

1,310,470

 

The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment at June 30, 2013 for $ 77.4 million.

  

26


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

 

23.              Net financial expense

 

   

Six months at

   

06.30.14

 

06.30.13

Financial income

 

 

   

Late payment charges

 

20,862

 

19,312

Financial interest (1)

 

130,861

 

194,906

Total financial income

 

151,723

 

214,218

 

 

 

 

 

Financial expenses

 

 

 

 

Interest and other (2)

 

(89,590)

 

(80,579)

Tax-related interest

 

(3,600)

 

(4,292)

Commercial interest

 

(244,565)

 

(44,501)

Bank fees and expenses

 

(4,021)

 

(6,528)

Total financial expenses

 

(341,776)

 

(135,900)

 

 

 

 

 

Other financial expense

       

Exchange differences

 

(347,295)

 

(123,714)

Adjustment to present value of receivables

 

3,731

 

(201)

Changes in fair value of financial assets

 

39,354

 

838

Net gain from the repurchase of
Corporate Notes

 

44,474

 

43,717

Other financial expense

 

(9,702)

 

(6,365)

Total other financial expense

 

(269,438)

 

(85,725)

Total net financial expense

 

(459,491)

 

(7,407)

 

(1)      Includes interest on cash equivalents at June 30, 2014 and 2013 for $ 3.4 million and $ 24.9 million, respectively.

 

(2)      Net of interest capitalized at June 30, 2014 and 2013 for $ 7.3 million and $ 18.2 million, respectively.

 

 

24.              Basic and diluted (loss) earnings per share

 

Basic

 

The basic (loss) earnings per share are calculated by dividing the result attributable to the holders of the Company’s equity instruments by the weighted average number of common shares outstanding at June 30, 2014 and 2013, excluding common shares purchased by the Company and held as treasury shares.

 

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

 

   

Six months at

   

06.30.14

 

06.30.13

   

Continuing operations

 

Discontinued operations

 

Continuing operations

 

Discontinued operations

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

 

(722,801)

 

-

 

1,393,218

 

(88,300)

Weighted average number of common shares outstanding

 

897,043

 

-

 

897,043

 

897,043

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

 

(0.81)

 

-

 

1.55

 

(0.10)

 

 

27


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

25.               Related-party transactions

 

·            The following transactions were carried out with related parties:

 

a.               Income 

 

 

     

Six months at

Company

 

Concept

 

06.30.14

 

06.30.13

 

           

CYCSA

 

Other income

 

75

 

204

PYSSA

 

Advertising on EDENOR bill

 

2

 

-

PESA

 

Interest

 

-

 

6,593

 

     

77

 

6,797

 

b.              Expense 

 

 

     

Six months at

Company

 

Concept

 

06.30.14

 

06.30.13

 

           

EASA

 

Technical advisory services on financial matters

 

(9,652)

 

(6,381)

SACME

 

Operation and oversight of the electric power transmission system

 

(8,906)

 

(6,925)

Salaverri, Dellatorre, Burgio y Wetzler Malbran

 

Legal fees

 

(205)

 

-

PYSSA

 

Financial and granting of loan services to customers

 

(50)

 

(43)

 

     

(18,813)

 

(13,349)

 

·            The balances with related parties are as follow:

 

c.               Receivables and payables

 

 

 

06.30.14

 

12.31.13

Other receivables

       

SACME

 

7,605

 

7,935

CYCSA

 

-

 

530

 

 

7,605

 

8,465

 

 

 

06.30.14

 

12.31.13

Trade and Other payables

       

SACME

 

(1,811)

 

(2,027)

EASA

 

-

 

(1)

Salaverri, Dellatorre, Burgio y Wetzler Malbran

 

(138)  

 

-

   

(1,949)

 

(2,028)

 

 

d.              Key management personnel’s remuneration

 

 

 

Six months at

   

06.30.14

 

06.30.13

Salaries

 

30,380

 

24,498

 

 

30,380

 

24,498

 

 

  

28


 

EDENOR S.A.

Notes to the Condensed Interim Financial Statements as of June 30, 2014 and December 31, 2013   

(continued) 

 

 

26.              Termination of Trust for the sale of AESEBA/EDEN’s assets

 

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, 2013 are as follow.

 

The Trust has purchased the totality of Edenor Corporate Notes due in 2017 and 2022 indicated in the respective trust agreement for USD 10 million and USD 68 million of nominal value, respectively. On March 27, 2014, these Corporate Notes were written off.

 

Due to the repurchases of the Company’s own debt made by the Trust, at June 30, 2014, the Company recorded a gain of $ 44.5 million, which has been included in the “Other financial expense” line item of the Statement of Comprehensive (Loss) Income.

 

Additionally, on April 5, 2014, the Trust was terminated and liquidated.

 

 

27.               Electric works arrangement - Agreement for the supply of electric power to Mitre and Sarmiento railway lines

 

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, 2013, except for the following:

 

During the first six-month period of 2014 the Company received a disbursement for $ 19.9 million, relating to the first installment, which is recognized within Non-current trade payables – Customer contributions (Note 14), together with the advance payment for $ 20 million collected in fiscal year 2013.

 

 

28.              Events after the reporting period

 

LOAN FOR CONSUMPTION (MUTUUM) AND ASSIGNMENT OF SECURED RECEIVABLES

 

On June 24, 2014, by Note 4012/14, the Energy Secretariat instructed CAMMESA to enter into a Loan for consumption (Mutuum) and assignment of secured receivables agreement with the Company in order to provide the latter with the necessary financing to cover the higher salary costs indicated in Note 5.2. The aforementioned agreement was entered into on July 10, 2014, and the first disbursement made by CAMMESA for $ 90 million has been received.

 

The reimbursement of the funds will be guaranteed by the Company with the assignment of the future Sale Settlements with Maturity Dates to be Determined (Liquidaciones de Venta con Fecha de Vencimiento a Definir - LVFVD) to be issued, as a result of the application of SE Resolution 250/13, as described in Note 2.c.III to the Separate Financial Statements as of December 31, 2013.

 

 

 

 

 

 

 

 

RICARDO TORRES

Chairman

 

29


 

 

 

 

 

 

 

 

 

EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A.

(EDENOR S.A.)

 

 

 

 

6363 Del Libertador Ave. – City of Buenos Aires

 

 

 

 

 

ADDITIONAL INFORMATION AS OF JUNE 30, 2014 REQUIRED BY

 

 

  • SECTION No. 68 OF THE BUENOS AIRES STOCK EXCHANGE REGULATIONS

 

  • SECTION No. 12 CHAPTER III OF GENERAL RESOLUTION No. 622 OF THE NATIONAL SECURITIES COMMISSION

 

 

 

30

 


 

EDENOR S.A

INFORMATION REQUIRED BY SECTION 68 OF THE BUENOS AIRES STOCK EXCHANGE REGULATIONS and SECTION 12 OF GENERAL RESOLUTION No. 622 OF THE NATIONAL

SECURITIES COMMISSION

 

 

(Amounts stated in thousands of pesos)

 

GENERAL ISSUES CONCERNING THE COMPANY’S ACTIVITY

 

1.     The Company is subject to specific and significant legal regulations that could imply the possible removal or reinstatement of benefits contemplated by said regulations.

 

2.    No significant changes have been made to the Company’s activities nor have any other similar circumstances occurred that may affect the comparison of the financial statements with those presented in previous years.

 

 

RECEIVABLES AND PAYABLES

 

3.    Classification according to maturity

 

             a) Past due:

 

             a.1) Past due receivables are as follow:

 

  Trade receivables Other receivables
Up to three months 159,625 390
From three to six months 31 ,942 507
From six to nine months 30,079 350
From nine months to one year 48,310 1 26
More than one year 289,472 4,957
  559,428 6,330

 

                                                                                                                                                                                                              

             a.2) Past due payables are as follow:

 

  Payables
Up to three months 7 16,000
From three to six months 7 50,636
From six to nine months 800,059
From nine months to one year 388,770
More than one year 497 ,816
  3,153,281

 

 

             b) With no specified due date:

 

Payables with no specified due date amount to: 1,129,359

 

 

             c) To become due:

 

             c.1) Receivables to become due are as follow:

 

  Trade receivables Other receivables
Up to three months 365,369 26,277
From three to six months - 1 36,012
From six to nine months - 5,547
From nine months to one year - 5,069
More than one year - 1 59,434
More than two years - 68,251
  365,369 400,590

 

 

 

31


 

EDENOR S.A

INFORMATION REQUIRED BY SECTION 68 OF THE BUENOS AIRES STOCK EXCHANGE REGULATIONS and SECTION 12 OF GENERAL RESOLUTION No. 622 OF THE NATIONAL

SECURITIES COMMISSION (continued) 

 

 

 

c.2) The total amount of payables to become due is as follows:

 

  Payables
Up to three months 118,205
From three to six months 141,714
From six to nine months 172,791
From nine months to one year 143,538
From one to two years 199,353
More than two years 1,7 26,878
  2,502,479

 

 

4.           Classification of receivables and payables according to the financial effect they produce

 

  Receivables Payables
Non-bearing interest in local currency 944,499 (3,176)
Non-bearing interest in foreign currency 36,827 -
Interest bearing in local currency 226,789 (1,957 )
Interest bearing in foreign currency - (1,651)

 

 

5.           Companies under section 33 - Law No. 19,550

 

a) At June 30, 2014, the credit balance with Companies under section 33 - Law No. 19,550 amounts to 7,605, which is disclosed in Note 25 to the condensed interim financial statements. The detail is as follows:

 

SACME S.A. 7 ,605

 

 

b) The debit balance has also been disclosed in Note 25 to the condensed interim financial statements and amounts to 1,949. The detail is as follows:

 

SACME S.A. 1,811
Salav erri, Dellatorre, Burgio y Wetzler Malbran 138

 

 

c) There are no debit balances in kind or subject to adjustment clauses.

 

 

 

6.    There are not, and there have not been during the period/year, significant trade receivables or loans granted to directors, supervisory committee members or relatives thereof up to and including the second degree of kinship.

 

 

32


 

EDENOR S.A

INFORMATION REQUIRED BY SECTION 68 OF THE BUENOS AIRES STOCK EXCHANGE REGULATIONS and SECTION 12 OF GENERAL RESOLUTION No. 622 OF THE NATIONAL

SECURITIES COMMISSION (continued) 

 

 

 

PHYSICAL STOCK-TAKING OF INVENTORIES

 

7.     The Company owns supplies which are verified through periodic stocktakings over the fiscal year.

 

 

CURRENT VALUES

 

8.    There are no inventories, property, plant and equipment or other significant assets valued on the basis of the current value criterion.

                 

 

PROPERTY, PLANT AND EQUIPMENT

 

9.    There is no property, plant and equipment that has been subject to technical revaluation.

 

10.   There is no significant property, plant and equipment in obsolete condition.

 

 

INVESTMENTS IN OTHER COMPANIES

 

11.    There are no investments in other companies in excess of the limit permitted by section 31 of Law No. 19,550.

 

 

RECOVERABLE VALUES

 

12.       The recoverable value of property, plant and equipment, taken as a whole, has been determined on the basis of its value in use. There are no significant assets whose recoverable values are lower than their book values, in respect of which an allowance has not been recorded.

 

 

INSURANCE

 

13.   The detail of the insured assets, risks covered, amounts insured and accounting values is as follows:

 

    Amounts Accounting
Insured assets Risk covered insured value
 
Substations All operating risks Total (*) 853,312
 
Transformer chambers and platforms (excluding civil construction works) All operating risks Total (*) 479,253
 
Real property (excluding land) All operating risks Total (*) 102,443
 
Furniture, tools and equipment (except transportation equipment) All operating risks Total (*) 78,556
 
Construction in process - Transmission, Distribution and Other assets All operating risks Total (*) 1,487,449
     
Transportation equipment Theft and third-party liability   50,900

Total

    3,051,913

 

(*) Includes: fire, partial theft, tornado, hurricane, earthquake, earth tremor, flooding and debris removal from facilities, with the total amount insured being USD 1,058,392,123.

 

The Company Management believes that usual risks are sufficiently covered.

 

 

33


 

EDENOR S.A

INFORMATION REQUIRED BY SECTION 68 OF THE BUENOS AIRES STOCK EXCHANGE REGULATIONS and SECTION 12 OF GENERAL RESOLUTION No. 622 OF THE NATIONAL

SECURITIES COMMISSION (continued) 

 

 

POSITIVE AND NEGATIVE CONTINGENCIES

 

14.   The Company has recorded the necessary provisions to cover potential losses arising from the technical assessment of the existing risk, the actual occurrence of which is dependent on future events that are deemed likely to occur.

 

15.    The Board of Directors believes that the condensed interim financial statements include the necessary items to confront any probable risks.

 

 

IRREVOCABLE ADVANCES ON ACCOUNT OF FUTURE CAPITAL SUBSCRIPTIONS

 

16.   There are no irrevocable advances.

 

 

17.    There are no unpaid cumulative dividends on preferred shares.

 

 

18. In accordance with the provisions of Law No. 19,550 and the By-laws, dividends may be distributed after an amount of the profits has been allocated to the legal reserve (five percent of those profits), the remuneration of Board of Directors and Supervisory Committee members in excess of the amounts accrued in the condensed interim financial statements, the payment of profit-sharing bonds held by employees and other appropriations which the Shareholders’ Meeting may determine, such as voluntary reserves.

 

Additionally, as stipulated in the Adjustment Agreement entered into by and between Edenor and the Federal Government, the Company must submit for the approval of the regulatory agency any distribution of dividends.

 

Moreover, were the Company to lose its Investment Grade rating or were its Level of Indebtedness to become higher than 2.5, the negative covenants included in the corporate notes program, which establish, among other issues, the Company’s impossibility to make certain payments, such as dividends, purchases of Edenor’s shares or payments on subordinated debt, would apply.

 

 

Buenos Aires, August 7, 2014.

 

 

 

 

 

 

 

RICARDO TORRES

Chairman

 

 

34


 

 

 

 

EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR S.A.)

 

6363 Del Libertador Ave. – City of Buenos Aires

 

 

INFORMATIVE SUMMARY

 

AS OF JUNE 30, 2014

 

 

(Amounts stated in thousands of pesos)

 

In accordance with the provisions of GR No. 576 of the National Securities Commission (CNV), these condensed interim financial statements as of June 30, 2014 have been prepared in accordance with IFRS. Additional information in Note 3 to the condensed interim financial statements.

 

 

1.                   The Company’s activities

 

(Not covered by the Independent Auditors’ Report)

 

In the interim six-month period ended June 30, 2014, the Company recorded a net loss of 722,801. At the end of the period, the Company’s equity amounts to 453,501.

 

The operating loss amounted to 304,249.

 

The investment in property, plant and equipment totaled 643,786. This amount was mainly allocated to increasing service quality levels and meeting current and new customer demand.

 

 

2.                  Comparative financial position structure

 

ACCOUNTS 06.30.14 12.31.13
 
Current assets 1 ,456,592 1 ,868,967
Non-current assets 5,947 ,1 65 5,389,1 29
Total Assets 7,403,757 7,258,096
 
Current liabilities 3,7 7 9,060 3 ,283,061
Non-current liabilities 3,1 7 1 ,1 96 2,7 98,7 33
Total Liabilities 6,950,256 6,081,794
Equity 453,501 1,176,302
Total Liabilities and Equity 7,403,757 7,258,096

 

 

 

3.                  Comparative income structure

 

  Six months at
ACCOUNTS 06.30.14 06.30.13
Net loss (947 ,814) (647,298)
Other expense, net (92,351) (47,116)
Revenue from non-reimbursable customer contributions 382 -
Higher costs recognition - SE Resolution 250/13 and SE Notes 6852/13 and 4012/14 7 35,534 2,212,623
Financial expense and holding losses (459,491) (7,407)
(Loss) Profit before taxes (763,740) 1,510,802
Income tax 40,939 (117,584)
Loss from discontinued operations - (88,300)
Net (loss) profit for the period (722,801) 1,304,918

 

 

35


 

 

 

 

4.                  Comparative cash flows structure

 

  Six months at
ACCOUNTS 06.30.14 06.30.13
 
Subtotal before CAMMESA commercial financing 194,337 447,826
Net increase for funds obtained - CAMMESA financing 433,463 212,983
Net cash flows provided by operating activities 627,800 660,809
Net cash flows used in investing activities (641,486) (537,460)
Net cash flows used in financing activities (75,653) (77,864)
Total cash flows (used) provided (89,339) 45,485

 

 

5.                   Statistical data (in units of power)

 

(Not covered by the Independent Auditors’ Report)

 

    Six months at
CONCEPT UNIT 06.30.14 06.30.13
Sales of electricity (1) GWh 10,507 10,418
Electric power purchases (1) GWh 12,239 11,867

 

(1) The related amounts include toll fees.

 

 

6.                  Ratios 

 

RATIOS   06.30.14 12.31.13
 
Liquidity Current assets (1 ) 0.39 0.57
  Current liabilities (1 )    
 
Solvency Equity 0.07 0.1 9
  Total liabilities    
     
Fixed   Non-current assets 0.80 0.7 4
Assets Total assets    
 
    06.30.14 06.30.13
(Loss) profit Profit (Loss) before taxes (64.93)% 362.64%
before taxes Equity excluding (loss) profit for the    
  period    

 

(1)        At December 31, 2013, includes assets and liabilities available for sale.

 

 

36


 

 

 

 

7.                   Outlook 

 

(Not covered by the Independent Auditors’ Report)

 

During the six-month period ended June 30, 2014, the Company’s activity continued to be developed with the considerations described in Note 1. Nevertheless, the Company was able to reasonably maintain its operating, commercial and administrative activities.

 

The Company estimates that the recognition of higher costs will make it possible to partially restore the economic and financial equation until the future Overall Electricity Rate Review (RTI) is made, an Instrumental Agreement is entered into or any other similar mechanism is implemented, which will allow Edenor to definitively normalize the situation of the electric power supply service it provides.

 

In this regard, SE Resolution 250/13 and the extension thereof through SE Notes 6852/13 and 4012/14 provided for the recognition of part of the cost increases, owed to the Company as a result of the partial application of the cost monitoring mechanism set forth in the Adjustment Agreement, by offsetting it against the totality of the Company’s PUREE-related liability, and, partially, against the liability with CAMMESA.

 

With regard to investments, and in spite of the serious situation which the Company is going through, the Board of Directors has decided to continue implementing an ambitious investment plan aimed not only at preserving the quality of the service and the safety of the facilities but also at satisfying the permanent increase in the demand, which, with no price signal whatsoever, is growing at an annual rate of almost 5%, without disregarding the financial restrictions and avoiding the making of commitments that cannot be complied with. In this regard, the National Regulatory Authority for the Distribution of Electricity (ENRE) has issued ENRE Resolution 347/12 and implemented the FOCEDE; a mechanism that we expect will continue strengthening the financing of the Distribution Company’s multiannual investment plans. 

 

As established in Note 4012/14 of the Energy Secretariat, on July 10, 2014, CAMMESA and the Company entered into a loan for consumption (mutuum) and assignment of secured receivables agreement in order to implement the financing specified in such Note, as well as any other future financing subsequently instructed by the Energy Secretariat, necessary to cover the higher salary costs established by ST Resolution 836/14.

 

Furthermore, the sale process of the electricity distribution companies acquired in 2011, the spin-off process of EMDERSA and the sale of the spun-off assets, in addition to the excellent refinancing over a 12-year term of the financial debt and the significant reduction thereof, make it possible to maintain a burden-free time period for the repayment of principal until 2022. Notwithstanding the foregoing, and in spite of the fact that until to date debt interest payments have been timely made, if the Company’s revenue-expense structure is not modified, it will be difficult this year to continue servicing the debt without postponing other obligations  deemed essential by the Board of Directors.

 

Finally, and given the fact that the realization of the projected measures to revert the manifested negative trend depends, among other factors, on the occurrence of certain events that are not under the Company’s control, such as the requested electricity rate increases or the implementation of another source of financing or offsetting mechanism, the Board of Directors has raised substantial doubt about the Company’s ability to continue as a going concern in the term of the next fiscal year, being obliged to defer once again certain payment obligations, as previously mentioned, or unable to comply with the salary increases or the increases recorded in third-party costs.

 

 

 

 

Buenos Aires, August 7, 2014.

 

 

 

 

 

RICARDO TORRES

Chairman

 

 

37


 

 

 

 

 

“Free translation from the original in Spanish for publication in Argentina”

 

 

 

REPORT OF CONDENSED INTERIM FINANCIAL STATEMENTS´REVIEW

 

 

To the Shareholders, President and Directors

Empresa Distribuidora y Comercializadora Norte

Sociedad Anónima (Edenor S.A.)

Legal address: Avenida del Libertador 6363

Autonomous City of Buenos Aires

Tax Code No. 30-65511620-2

 

 

Introduction

 

We have reviewed the condensed interim financial statements of Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.) (hereinafter “Edenor S.A.” or “the Company”) which includes the condensed interim statement of financial position as of June 30, 2014, the related condensed interim statement of comprehensive income for the six and three-months periods then ended, the related condensed interim statements of changes in equity and cash flows for the six-month period then ended with the complementary selected notes. 

 

The amounts and other information related to fiscal year 2013 and its interim periods, are part of the financial statements mention above and therefore should be considered in relation to those financial statements.

 

Directors´ responsibility

 

Company´s Board of Directors is responsible of preparation and presentation of the financial statements, in accordance with the International Financial Reporting Standards (IFRS) adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) ,as the applicable accounting framework and  incorporated by the National Securities Commission (CNV), as they were approved by the International Accounting Standards Board (IASB), and, therefore, it’s responsible for the preparation and issuance of the condensed interim financial statements mentioned in paragraph 1. in accordance with IAS 34 “Interim financial information”. Our responsibility, is to express a conclusion based on the limited review we have performed with the scope detailed in section “Scope of our review”.

 

Scope of our review

 

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

 

 

 

 

 

 


 

 

 

Conclusion

 

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

 

Emphasis of matter paragraph

 

We want to emphasize the detailed situation in Note 1 to the condensed interim financial statements, in which are mentioned the causes why the Company recorded in the interim period ended June 30, 2014, net loss of $ 722.8 million, accumulated deficit of $ $ 836.2 million, and working capital deficit of $ 2,322.5 million. As detailed in Note 1, the Company advises that:

 

-          In fiscal years 2012 and 2011, the Company recorded negative operating and net results, and both its liquidity level and working capital were severely affected;

 

-          Operating and net results for the year ended December 31, 2013 were also negative prior to applying SE Resolution 250/13, does not allow either for the regularization of the cash flows the Company needs to provide the public service and make the totality of the investments;

 

-          This situation is due mainly to both the continuous increase of its operating costs that are necessary to maintain the level of the service, and the delay in obtaining rate increases and/or recognition of its real higher costs.

 

-          Although the partial recognition of higher costs through SE Resolution 250/13 and SE Notes 6852/13 and 4012/14, represented a significant step towards the recovery of the Company’s situation, such regulations do not provide a definitive solution to the Company’s economic and financial equation due to the fact that the level of revenue generated with the electricity rate schedules in effect, even after applying these regulations, does not allow for the absorption of neither operating nor investment costs or for the payment of financial services.

 

-          The outcome of the overall electricity rate review is uncertain as to both its timing and final form.

 

These factors generate uncertainty as to the possibility of the Company continuing to operate as a going concern. The Company has prepared the financial statements using accounting principles applicable to a going concern. Therefore, those financial statements do not include the effects of possible adjustments or reclassifications, if any, that might be required if the above situation is not resolved in favor of continuing the Company’s operations and the Company were obliged to sell its assets and settle its liabilities, including contingent, in conditions other than those of the normal course of its business.

 

As indicated in Note 13, as of June 30, 2014, the Company´s accumulated deficit consumed more than 50% of capital and reserves. Section 206 of the Argentine Business Organizations Law No. 19,550 establishes that if this situation persists at the end of the present year, the Company shall make a mandatory reduction of capital and therefore the shareholders of the Company shall take such measures as are necessary to resolve this situation.

 

Our conclusion does not contain observations in relation to the situations described above.

 

Report of compliance with regulations in force

 

In compliance with regulations in force, we report that:

 

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

 

b)      the condensed interim financial statements of Edenor S.A. arise from accounting records kept in all formal respects in conformity with legal regulations, which maintain the security and integrity conditions on the basis of 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 section 68 of the Rules of the Stock Exchange of Buenos Aires and article 12 °, Chapter III, Title IV of the regulations of the National Securities Commission on which, as regards those matters that are within our competence, we have no observations to make other than those in section “Conclusion”;

 

d)      at June 30, 2014 the liabilities accrued in favor of the Argentine Integrated Social Security System according to the Company’s accounting records amounted to $ 36,631,737, which were not yet due at that date.

 

 

Autonomous City of Buenos Aires, August 7, 2014

 

 

 

PRICE WATERHOUSE & CO. S.R.L.

 

(Partner)

C.P.C.E.C.A.B.A T°1 – V°17

Andrés Suarez

Public Accountant (UBA)

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

T° 245 - V° 61

 

 

 

 

 

 
 
 
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: August 20, 2014