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EDN Empresa Distribuidora Y Comercializadora Norte SA

16.24
0.65 (4.17%)
20 Jul 2024 - Closed
Delayed by 15 minutes
Name Symbol Market Type
Empresa Distribuidora Y Comercializadora Norte SA NYSE:EDN NYSE Depository Receipt
  Price Change % Change Price High Price Low Price Open Price Traded Last Trade
  0.65 4.17% 16.24 16.47 15.6477 15.80 37,905 01:00:00

Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)

10/11/2022 8:26pm

Edgar (US Regulatory)



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 November, 2022

 

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

(DISTRIBUTION AND MARKETING COMPANY OF THE NORTH )

 

(Translation of Registrant's Name Into English)

 

Argentina

 

(Jurisdiction of incorporation or organization)

 

 

Av. del Libertador 6363,

12th Floor,

City of Buenos Aires (A1428ARG),

Tel: 54-11-4346-5000

 

(Address of principal executive offices)

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

 

Form 20-F  X     Form 40-F        

 

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

 

Yes          No  X  

 

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

 

 
 

 

 

 

 

 

 

 

 

 

CONDENSED INTERIM FINANCIAL STATEMENTS

 

 

 

AS OF SEPTEMBER 30, 2022 AND FOR THE NINE AND

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2022

PRESENTED IN COMPARATIVE FORM

(Stated in millions of constant pesos – Note 3)

 

 

 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

 

 

Legal Information

2  
Condensed Interim Statement of Comprehensive Income (Loss) 3  
Condensed Interim Statement of Financial Position 4  
Condensed Interim Statement of Changes in Equity 6  
Condensed Interim Statement of Cash Flows 7  
   
Notes to the Condensed Interim Financial Statements:  
1 | General information 9  
2 | Regulatory framework 10  
3 | Basis of preparation 12  
4 | Accounting policies 13  
5 | Financial risk management 13  
6 | Critical accounting estimates and judgments 15  
7 | Contingencies and lawsuits 15  
8 | Revenue from sales and energy purchases 16  
9 | Expenses by nature 18  
10 | Other operating income (expense), net 19  
11 | Net finance costs 19  
12 | Basic and diluted loss per share 20  
13 | Property, plant and equipment 21  
14 | Right-of-use assets 23  
15 | Inventories 23  
16 | Other receivables 23  
17 | Trade receivables 24  
18 | Financial assets at amortized cost 24  
19 | Financial assets at fair value through profit or loss 25  
20 | Cash and cash equivalents 25  
21 | Share capital and additional paid-in capital 25  
22 | Allocation of profits 25  
23 | Trade payables 26  
24 | Other payables 26  
25 | Borrowings 27  
26 | Salaries and social security taxes payable 28  
27 | Income tax and deferred tax 28  
28 | Tax liabilities 29  
29 | Provisions 29  
30 | Related-party transactions 30  
31 | Shareholders’ Meeting 30  
32 | Termination of agreement on real estate asset 31  
33 | Debt restructuring 31  
34 | Change of control 34  
35 | Events after the reporting period 34  
       

 

 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

Glossary of Terms

 

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

 

Terms Definitions  
ADS American Depositary Shares  
BCRA Central Bank of Argentina  
BNA Banco de la Nación Argentina  
BYMA

Bolsas y Mercados Argentinos

(Buenos Aires Stock Exchange)

 
CABA City of Buenos Aires  
CAMMESA

Compañía Administradora del Mercado Mayorista Eléctrico S.A.

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

 
CNV National Securities Commission  
CPD Company’s Own Distribution Cost  
DNU Executive Order issued on the grounds of Necessity and Urgency  
edenor Empresa Distribuidora y Comercializadora Norte S.A.  
ENRE National Regulatory Authority for the Distribution of Electricity  
FACPCE Argentine Federation of Professional Councils in Economic Sciences  
GWh Gigawatt hour  
IAS International Accounting Standards  
IASB International Accounting Standards Board  
IFRIC International Financial Reporting Interpretations Committee  
IFRS International Financial Reporting Standards  
IGJ

Inspección General de Justicia

(the Argentine governmental regulatory agency of corporations)

 
MEM Wholesale Electricity Market
MULC Single Free Foreign Exchange Market
PEN Federal Executive Power
RDSA Ribera Desarrollos S.A.
RECPAM Gain (Loss) on exposure to the changes in the purchasing power of the currency
RTI Tariff Structure Review
SACME S.A. Centro de Movimiento de Energía
SE Energy Secretariat
     
     
 
1 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

Legal Information

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

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

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

Date of registration with the Public Registry of Commerce:

·of the Articles of Incorporation: August 3, 1992
·of the last amendment to the By-laws: July 2, 2022 (Note 31)

 

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: Empresa de Energía del Cono Sur S.A.

 

Legal address: 1252 Maipú Ave., 12th Floor - CABA

 

Main business of the parent company: Investment company and provider of services related to the distribution of electricity, renewable energies and development of sustainable technology

 

Interest held by the parent company in capital stock and votes: 51%

 

CAPITAL STRUCTURE

AS OF SEPTEMBER 30, 2022

(amounts stated in pesos)

 

 

Class of shares    Subscribed and paid-in
(See Note 21) 
Common, book-entry shares, face value 1 and 1 vote per share    
Class A    462,292,111
Class B (1)    442,210,385
Class C (2)   1,952,604
     906,455,100

 

 

 

(1)Includes 30,994,291 and 31,134,420 treasury shares as of September 30, 2022 and December 31, 2021, respectively.
(2)Relates to the Employee Stock Ownership Program Class C shares that have not been transferred.
 
2 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

edenor

Condensed Interim Statement of Comprehensive Income (Loss)

for the nine and three-month period ended September 30, 2022

presented in comparative form

(Stated in millions of constant pesos – Note 3)

 

 

       Nine months at     Three months at 
  Note   09.30.22   09.30.21   09.30.22   09.30.21
                   
Revenue 8   135,797   147,892   47,454    53,430
Energy purchases 8    (91,534)    (90,353)   (32,724)   (31,135)
Subtotal     44,263   57,539   14,730   22,295
Transmission and distribution expenses 9    (35,118)    (35,181)   (11,669)   (12,160)
Gross margin     9,145   22,358   3,061   10,135
                   
Selling expenses 9    (15,297)    (14,344)    (5,505)   (4,247)
Administrative expenses 9    (11,452)    (9,393)    (2,975)   (3,214)
Other operating income 10    4,179    6,216   1,472   2,103
Other operating expense 10    (5,681)    (5,776)    (2,125)   (2,427)
Gain (loss) from interest in joint ventures     6    (6)    -    -
Operating profit      (19,100)   (945)    (6,072)   2,350
                   
                   
Financial income 11   51   47   11    3
Financial costs 11    (47,419)    (30,938)   (19,945)   (10,536)
Other financial costs 11    (4,518)    2,873   (681)   1,556
Net financial costs      (51,886)    (28,018)   (20,615)   (8,977)
                   
Monetary gain (RECPAM)     61,511   31,061   23,919   8,073
                   
Profit before taxes      (9,475)    2,098    (2,768)   1,446
                   
Income tax  27    (8,632)    (26,516)    (3,314)   (2,551)
Loss for the period      (18,107)    (24,418)    (6,082)   (1,105)
                   
                   
Comprehensive loss for the period attributable to:                  
Owners of the parent       (18,107)    (24,418)    (6,082)   (1,105)
Comprehensive loss for the period      (18,107)    (24,418)    (6,082)   (1,105)
                   
Basic and diluted loss per share:                  
Loss per share (argentine pesos per share) 12    (20.69)    (27.91)    (6.95)   (1.26)

 

 

 

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

 
3 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

edenor

Condensed Interim Statement of Financial Position

as of September 30, 2022 presented in comparative form

(Stated in millions of constant pesos – Note 3)

 

  Note    09.30.22     12.31.21 
ASSETS          
Non-current assets           
Property, plant and equipment 13    329,390    324,471
Interest in joint ventures      19    23
Right-of-use assets 14   830   706
Other receivables 16    3    12
Total non-current assets      330,242    325,212
           
Current assets          
Inventories 15    4,875    5,714
Other receivables 16    7,478    3,541
Trade receivables 17    26,652    29,168
Financial assets at amortized cost 18   -   404
Financial assets at fair value through profit or loss 19    23,884    25,660
Cash and cash equivalents 20    7,137    5,268
Total current assets      70,026    69,755
TOTAL ASSETS      400,268    394,967
 
4 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

edenor

Condensed Interim Statement of Financial Position

as of September 30, 2022 presented in comparative form (continued)

(Stated in millions of constant pesos – Note 3)

 

 

  Note    09.30.22     12.31.21 
EQUITY          
Share capital and reserve attributable to the owners of the Company           
Share capital 21   875   875
Adjustment to share capital 21    92,562    92,553
Treasury stock 21    31    31
Adjustment to treasury stock 21    1,983    1,992
Additional paid-in capital 21    1,280    1,272
Cost treasury stock     (7,651)   (7,651)
Legal reserve      6,467    6,467
Voluntary reserve      62,625    62,625
Other comprehensive loss      (330)    (330)
Accumulated losses      (53,554)    (35,447)
TOTAL EQUITY      104,288    122,387
           
LIABILITIES          
Non-current liabilities          
Trade payables 23   825    1,097
Other payables 24    15,002    15,700
Borrowings 25    11,662   -
Deferred revenue      1,654    2,803
Salaries and social security payable 26   615   662
Benefit plans      1,454    1,655
Deferred tax liability 27    90,737    82,105
Provisions 29    5,779    6,611
Total non-current liabilities      127,728    110,633
Current liabilities          
Trade payables 23    148,619    126,511
Other payables 24    6,369    6,604
Borrowings 25    4,084    17,042
Derivative instruments      12   -
Deferred revenue      44    73
Salaries and social security payable 26    6,604    7,500
Benefit plans     131   217
Income tax payable 27   -    2,082
Tax liabilities 28    1,103    1,027
Provisions 29    1,286   891
Total current liabilities      168,252    161,947
TOTAL LIABILITIES      295,980    272,580
           
TOTAL LIABILITIES AND EQUITY      400,268    394,967

 

 

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

 
5 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

 

edenor

Condensed Interim Statement of Changes in Equity

for the nine-month period ended September 30, 2022

presented in comparative form

(Stated in millions of constant pesos – Note 3)

 

  Share capital   Adjustment to share capital   Treasury stock   Adjustment to treasury stock   Additional paid-in capital   Cost treasury stock   Legal reserve   Voluntary reserve   Other reserve    Other comprehen- sive loss    Accumulated (losses) profits   Total equity
Balance at December 31, 2020 875   92,538   31   2,007   1,262   (7,651)   6,467   106,973   -   (546)   (44,348)   157,608
                                               
Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2021 -   -   -   -   -   -   -   (44,348)   -   -   44,348   -
Other Reserve Constitution - Share-bases compensation plan -   -   -   -   -   -   -   -   10   -   -   10
Payment of Other Reserve Constitution - Share-based compensation plan -   15   -   (15)   10   -   -   -   (10)   -   -   -
Loss for the nine-month period -   -   -   -   -   -   -   -   -   -   (24,418)   (24,418)
Balance at September 30, 2021 875   92,553   31   1,992   1,272   (7,651)   6,467   62,625   -   (546)   (24,418)   133,200
                                               
Other comprehensive results -   -   -   -   -   -   -   -   -   216   -   216
Loss for the three-month complementary period -   -   -   -   -   -   -   -   -   -   (11,029)   (11,029)
Balance at December 31, 2021 875   92,553   31   1,992   1,272   (7,651)   6,467   62,625   -   (330)   (35,447)   122,387
                                               
Other Reserve Constitution - Share-bases compensation plan (Note 21) -   -    -    -   -    -   -   -   8    -    -   8
Payment of Other Reserve Constitution - Share-based compensation plan (Note 21) -    9    -   (9)    8    -   -   -    (8)    -    -   -
Loss for the nine-month period -   -    -    -   -    -   -   -   -    -   (18,107)   (18,107)
Balance at September 30, 2022 875   92,562   31   1,983   1,280   (7,651)   6,467   62,625   -   (330)   (53,554)   104,288

 

 

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

 
6 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

edenor

Condensed Interim Statement of Cash Flows

for the nine-month period ended September 30, 2022

presented in comparative form

(Stated in millions of constant pesos – Note 3)

 

  Note   09.30.22   09.30.21
Cash flows from operating activities          
Loss for the period     (18,107)   (24,418)
           
Adjustments to reconcile net (loss) profit to net cash flows from operating activities:          
Depreciation of property, plants and equipments 13   11,660   11,303
Depreciation of right-of-use assets 14    651    856
Loss on disposals of property, plants and equipments 13    223    336
Net accrued interest 11   47,322   30,831
Income from customer surcharges 10   (1,902)   (2,477)
Exchange difference 11   (859)   2,217
Income tax 27   8,632   26,516
Allowance for the impairment of trade and other receivables, net of recovery 9   1,658   2,324
Adjustment to present value of receivables 11    220    174
Provision for contingencies 29   3,636   2,953
Changes in fair value of financial assets 11   1,750   (4,547)
Accrual of benefit plans 9    958   1,288
Recovery of provision for credit RDSA 11    -   (964)
Net gain from the cancelattion of Corporate Notes 11    310   (5)
Loss on debt restructuring 11    365    -
Gain from interest in joint ventures     (6)   6
Income from non-reimbursable customer contributions 10   (43)   (59)
Other financial results     2,732    252
Monetary gain (RECPAM)     (61,511)   (31,061)
Changes in operating assets and liabilities:           
Increase in trade receivables      (8,444)   (10,120)
(Increase) Decrease in other receivables      (5,400)   1,483
Increase in inventories     (1,037)   (897)
Increase in deferred revenue      10    487
Increase in trade payables     38,674   24,448
Increase in salaries and social security payable     2,305   1,116
Decrease in benefit plans     (500)   (26)
Decrease in tax liabilities     (679)   (608)
Increase in other payables      386    613
Decrease in provisions 29   (405)   (415)
Payment of income tax payable     (96)    -
Net cash flows generated by operating activities     22,503   31,606
 
7 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

edenor

Condensed Interim Statement of Cash Flows

for the nine-month period ended September 30, 2022

presented in comparative form (continued)

(Stated in millions of constant pesos – Note 3)

 

  Note   09.30.22   09.30.21
Cash flows from investing activities          
Payment of property, plants and equipments      (15,819)   (17,918)
Purchase net of Mutual funds and negotiable instruments   (6,168)   (9,862)
Mutuum charges granted to third parties      -   9
Net cash flows used in investing activities     (21,987)   (27,771)
           
Cash flows from financing activities          
Proceeds from borrowings 33   4,420    -
Payment of borrowings 33   (2,590)    -
Payment of lease liability     (768)   (736)
Payment of interests from borrowings     (478)   (820)
Payment of Corporate Notes issuance expenses 33   (520)    -
Cancelattion of Corporate Notes     (472)   (31)
Net cash flows used in financing activities     (408)   (1,587)
           
Increase in cash and cash equivalents     108   2,248
           
Cash and cash equivalents at the beginning of the year 20   5,268   10,936
Exchange differences in cash and cash equivalents     1,754   2,859
Result from exposure to inflation     7   7
Increase in cash and cash equivalents      108   2,248
Cash and cash equivalents at the end of the period 20   7,137   16,050
           
           
Supplemental cash flows information          
Non-cash activities          
Adquisition of advances to suppliers, property, plant and equipment through increased trade payables     (983)   (1,017)
           
Adquisition of advances to suppliers, right-of-use assets through increased trade payables     (775)   (873)

 

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

 
8 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note1 |    General information

 

Empresa Distribuidora y Comercializadora Norte S.A. (hereinafter “edenor” or “the Company”) is a corporation (sociedad anónima) organized under the laws of Argentina, with legal address at 6363 Av. Del Libertador Ave - City of Buenos Aires, Argentine Republic, whose shares are traded on the Buenos Aires Stock Exchange and the New York Stock Exchange (NYSE).

 

The corporate purpose of edenor is to engage in the distribution and sale of electricity within the concession area. Furthermore, among other activities, the Company may subscribe or acquire shares of other electricity distribution companies, subject to the approval of the regulatory agency, assign the use of the network to provide electricity transmission or other voice, data and image transmission services, and render advisory, training, maintenance, consulting, and management services and know-how related to the distribution of electricity both in Argentina and abroad. These activities may be conducted directly by edenor 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 the last few fiscal years, the Company recorded negative working capital. This situation is due mainly to the insufficient adjustments of the electricity rate since February 2019 –in breach of the last RTI-, the constant increase of the operating costs and of the investments necessary to maintain the quality of the service, in the inflationary context in which the Argentine economy has been since mid-2018.

 

Although in 2021 and the first nine months of 2022 the values of the Company’s electricity rate schedules suffered changes, most of them implied only the passing through of the seasonal prices not an improvement of revenues from the CPD, which are still insufficient to cover the economic and financial needs of the Distribution Company in a context of growing inflation, with the annual rate surpassing 80%. Nevertheless, and in spite of the aforementioned context with constant increases in operating costs, the investments necessary, both for the operation of the network and for maintaining and even improving the quality of the service, have been made.

 

In the current year, the economic activity has shown some recovery after the effect caused by the COVID-19 pandemic; however, the country’s macroeconomic situation with the increase in the rate of inflation, the widening of the gap between the official dollar exchange rate and the dollar exchange rate quoted in financial or free markets, and the consequences of the agreement with the International Monetary Fund make it difficult to envisage a clear-cut trend of the economy in the short term.

 

This complex and vulnerable economic context is aggravated by the currency restrictions imposed by the BCRA pursuant to which the BCRA’s prior authorization is required for certain transactions, such as the Company’s transactions associated with the payment of imports of goods that are necessary for the provision of the service and the payments to service the financial debt. These currency restrictions, or those to be implemented in the future, could affect the Company’s ability to access the MULC in order to acquire the foreign currency necessary to face its operating and financial obligations.

 

As a consequence of the described context, the Company witnessed an even greater deterioration of its economic and financial equation due to the long overdue adjustment of rates, the impossibility of taking legal action to enforce payment of debts for electricity consumed but not paid, and the increase in costs on the Company’s operating structure and supplies. Therefore, it became necessary to partially postpone payments to CAMMESA for energy purchased in the MEM as from the maturities taking place in March 2020; payment obligations which have been partially regularized, but as of September 30, 2022 accumulate a past due principal balance of $ 50,946, plus interest and charges for $ 54,155.

 
9 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

Despite the previously detailed situation, it is worth pointing out that, in general terms, the quality of the electricity distribution service has been significantly improved, both in duration and frequency of power cuts. In view of the continuous increase of the costs associated with the provision of the service, as well as the need for additional investments to meet the demand, the Company continues to analyze different measures aimed at mitigating the negative effects of this situation on its financial structure, such as the already adopted one related to its debt restructuring (Note 33), minimizing the impact on the sources of employment, the execution of the investment plan, and the carrying out of the essential operation, maintenance and improvement-related works that are necessary to maintain the provision of the public service, object of the concession, in a satisfactory manner in terms of quality and reliability.

 

Due to that which has been previously described, the Company’s Board of Directors believes there is uncertainty that may cast significant doubt upon edenor’s ability to continue as a going concern, which may result in the Company’s being obliged to defer certain payment obligations 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 assuming that the Company will continue to operate as a going concern, and do not include the adjustments or reclassifications that might result from the outcome of these uncertainties, inasmuch as this Distribution Company has historically been provided with transitional solutions that have made it possible to partially restore the economic and financial equation and ensure the operation of its distribution networks, due to the essential service its provides.

 

Note2 |    Regulatory framework

 

At the date of issuance of these condensed interim financial statements, there exist the following changes with respect to the situation reported by the Company in the Financial Statements as of December 31, 2021:

 

a)Electricity rate situation

 

On April 18, 2022, by means of SE Resolutions Nos. 235 and 236/2022, the PEN called a Public Hearing to be held on May 11 and 12, 2022, respectively, to consider the following issues:

 

-new seasonal reference prices of the Seasonal Price of Electricity (PEST), applicable as from June 1, 2022;
-implementation of the segmentation of Customers for the granting of Federal Government subsidies on energy prices to the users of the electric service, for the 2022-2023 biennium.

 

Neither of the above-mentioned items represent an improvement in the Company’s revenues from the CPD; they will only imply the transfer of prices to and/or elimination of subsidies on the amounts to be billed to the Users.

 

In line with the foregoing, on June 16, 2022, by means of Executive Order No. 332/2022, the PEN establishes the rate segmentation system. Subsequently, by means of Resolution No. 467 dated June 27, 2022, the Energy Secretariat, as the defined application authority, instructs the Undersecretariat of Energy Planning to implement the aforementioned segmentation, which is carried out by means of Directive No. 1 dated June 28, 2022.

 

In relation thereto, on September 15, 2022, by means of SE Resolution No. 649/2022, it is provided that those households that have registered in “Level 3 – Average Income” will be charged the seasonal reference prices defined for “Level 1, Distributor Residential Demand” for the consumption of electricity exceeding 400 KWh per month. Consequently, by means of ENRE Resolution No. 434/2022, the values of the electricity rate schedules for such category are modified.

 
10 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

The following resolutions changed the situation reported in the Financial Statements as of December 31, 2021, with regard to the Company’s electricity rate schedules and the seasonal reference prices (Stabilized Price of Energy and Power Reference Price):

 

Resolution Date What it approves Effective as from
SE No. 305/2022 April 29, 2022 Seasonal reference prices (1) May 1
ENRE No. 146/2022 May 10, 2022 Electricity rate schedules May 1
SE No. 405/2022 May 27, 2022 Seasonal reference prices June 1
ENRE No. 171/2022 June 1, 2022 Electricity rate schedules June 1
SE No. 605/2022 July 28, 2022 Seasonal reference prices August 1
ENRE No. 222/2022 July 29, 2022 Electricity rate schedules August 1
SE No. 627/2022 August 30, 2022 Seasonal reference prices September 1
ENRE No. 313/2022 September 7, 2022 Electricity rate schedules September 1
ENRE No. 434/2022 September 22, 2022 Electricity rate schedules September 1
ENRE No. 484/2022 October 12, 2022 Electricity rate schedules (2) September 1
SE No. 719/2022 October 31, 2022 Seasonal reference prices (3) November 1
ENRE No. 554/2022 November 2, 2022 Electricity rate schedules November 1

 

(1)It approves the Winter Seasonal Programming for the MEM submitted by CAMMESA, relating to the May 1, 2022-October 31, 2022 period.
(2)It amends the average electricity rate approved by ENRE Resolution No. 434/2022, which implied a 3.8% decrease thereof, according to the valuation of the residential user category’s consumption during the month of September.
(3)It approves the Summer Seasonal Programming for the MEM submitted by CAMMESA, relating to the November 1, 2022-April 30, 2023 period.

 

b)Framework Agreement

 

By virtue of the Agreement described in Note 2.e) to the Financial Statements as of December 31, 2021, the Company received a first disbursement for $ 1,500, which was specifically used for complying with the Preventive and Corrective Maintenance Work Plan for the Electricity Distribution Network. The Distribution Company used the funds only after the ENRE certified compliance with both the degree of completion of the works included in the referred to plan and the related financial milestones.

 

As of September 30, 2022, negotiations are still underway between the Company and the Energy Secretariat concerning the other disbursements stipulated in the agreement, which total an additional $1,000 relating to the second and third disbursements, plus a fourth disbursement in accordance with that which the ENRE will validate and inform about the vulnerable neighborhoods’ total consumption between August and December 2020.

 

At the date of issuance of these condensed interim financial statements, the Company has used a total of $ 2,783, of which $ 1,283 is pending crediting, relating to the reports on progress of the works performed. The income recognized in fiscal year 2022, which relates to reports on progress of the works performed with the Company’s own funds, amounts to $ 989 (which at the purchasing power of the currency at September 30, 2022 amounts to $ 1,285).

 

c)Debt for the purchase of energy in the MEM

 

With regard to both the Special System for the Regularization of Payment Obligations and the Special System of Credits described in Note 2.c) to the Financial Statements as of December 31, 2021, on September 13, 2022, by means of SE Resolution No. 642/2022, the implementation of both systems is extended until December 31, 2022.

 

Such resolution provides that in the case of distribution companies that have not yet entered into agreements under the aforementioned systems, the SE will recognize credits equivalent to up to two times the monthly average bill of 2020 -which shall not exceed the five credits in total of the monthly average bill of 2020- for the debts incurred on account of the consumption of energy, power, interest and/or penalties subsequent to September 30, 2020 and until December 31, 2021. Additionally, for the remaining debts as of August 31, 2022, once the credits have been recognized, a Payment Plan is made available under the following terms:

 
11 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
-Grace period of six months, to commence as from the date on which the agreement among the SE, the Distribution Company and its Regulatory Authority is signed.

 

-Payment term of up to eight years, i.e. up to ninety-six monthly installments upon the ending of the grace period.

 

-Interest rate equivalent to 50% of the rate in effect in the MEM.

 

At the date of issuance of these condensed interim financial statements, the Company has not yet signed the aforementioned agreements with the SE and the ENRE.

 

d)Agreement on the Regularization of Obligations

 

With regard to the Agreement on the Regularization of Obligations described in Note 2.f) to the Financial Statements as of December 31, 2021, on August 22, 2022, by means of ENRE Resolution No. 292/2022, it is provided that all the proceedings be provisionally terminated because the docket shows no activity as a result of Resolutions Nos. 590 and 656/2021 of the Ministry of Economy, and that the provisions of such resolutions shall be in effect until notice of the final judgements on the related proceedings is given to the ENRE by any reliable means.

 

Note3 |    Basis of preparation

 

These condensed interim financial statements for the nine-month period ended September 30, 2022 have been prepared in accordance with the provisions of IAS 34 “Interim Financial Reporting”. They were approved for issue by the Company’s Board of Directors on November 9, 2022.

 

By means of General Resolution No. 622/2013, the CNV provided for the application of Technical Resolution No. 26 of the FACPCE, which adopts the IFRS issued by the IASB, for those entities that are included in the public offering system of Law No. 17,811, as amended, whether on account of their capital or their corporate notes, or have requested authorization to be included in the aforementioned system.

 

These condensed interim financial statements include all the necessary information in order for the users to properly understand the relevant facts and transactions that have occurred subsequent to the issuance of the last Financial Statements for the year ended December 31, 2021 and until the date of issuance of these condensed interim financial statements. The Company’s Management estimates that they include all the necessary adjustments to fairly present the results of operations for each period. The results of operations for the nine and three-month period ended September 30, 2022 and its comparative period as of September 30, 2021 do not necessarily reflect the Company’s results in proportion to the full fiscal year. Therefore, the condensed interim financial statements should be read together with the audited Financial Statements as of December 31, 2021 prepared under IFRS.

 

The Company’s condensed interim financial statements are measured in pesos (the legal currency in Argentina) restated in accordance with that mentioned in this Note, which is also the presentation currency.

 

Comparative information

 

The balances as of December 31 and September 30, 2021, as the case may be, disclosed in these condensed interim financial statements for comparative purposes, arise as a result of restating the annual Financial Statements and the Condensed Interim Financial Statements as of those dates, respectively, to the purchasing power of the currency at September 30, 2022, as a consequence of the restatement of financial information described hereunder. Furthermore, certain amounts of the financial statements presented in comparative form have been reclassified in order to maintain consistency of presentation with the amounts of the current periods.

 
12 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

Restatement of financial information

 

The condensed interim financial statements, including the figures relating to the previous year/period, have been stated in terms of the measuring unit current at September 30, 2022, in accordance with IAS 29 “Financial reporting in hyperinflationary economies”, using the indexes published by the FACPCE. The inflation rate applied for the January 1, 2022 - September 30, 2022 period was 66.1%.

 

Note4 |    Accounting policies

 

The accounting policies adopted for these condensed interim financial statements are consistent with those used in the Financial Statements for the last financial year, which ended on December 31, 2021.

 

Detailed below are the accounting standards, amendments and interpretations issued by the IASB in the last few years that are effective as of September 30, 2022 and have been adopted by the Company:

 

- IAS 16 “Property, plant and equipment”, amended in May 2020: It incorporates amendments to the recognition of inventories, sales and costs of items produced while bringing an item of property, plant and equipment to the location and condition necessary for its intended use.

 

- Annual improvements to IFRS – 2018-2020 Cycle: Amendments to IFRS 1 (translation differences in subsidiaries); IFRS 9 (derecognition of financial liabilities); IFRS 16 (illustrative example of leasehold improvements); and IAS 41 (cash flows in the fair value of biological assets).

 

- IFRS 3 “Business combinations”, amended in May 2020: It incorporates references to the definitions of assets and liabilities in the new Conceptual Framework and clarifications on contingent assets and liabilities that are incurred separately from those assumed in a business combination.

 

- IAS 37 “Provisions, contingent liabilities and contingent assets”, amended in May 2020: It clarifies the scope of the concept of cost of fulfilling an onerous contract.

 

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

 

Note5 |    Financial risk management

 

Nota 5.1 |   Financial risk factors

 

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

 

Additionally, the difficulty in obtaining financing in international or national markets could affect some of the Company’s business variables, such as interest rates, foreign currency exchange rates and the access to sources of financing.

 

With regard to the Company’s risk management policies, there have been no significant changes since the last fiscal year end.

 
13 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
a.Market risks

 

i.Currency risk

 

As of September 30, 2022 and December 31, 2021, the Company’s balances in foreign currency are as follow:

    Currency   Amount in foreign currency   Exchange rate (1)   Total
06.30.22
  Total
12.31.21
           
ASSETS                    
CURRENT ASSETS                    
Other receivables   USD    15.6   147.120    2,295    171
Financial assets at fair value through profit or loss   USD    67.8   147.120    9,975   7,846
Cash and cash equivalents   USD    42.1   147.120    6,194   2,048
TOTAL CURRENT ASSETS                18,464   10,065
TOTAL ASSETS                18,464   10,065
                     
LIABILITIES                    
NON-CURRENT LIABILITIES                    
Borrowings   USD    79.2   147.320    11,662    -
TOTAL NON-CURRENT LIABILITIES                11,662    -
CURRENT LIABILITIES                    
Trade payables   USD    11.6   147.320    1,709   2,049
Borrowings   USD    27.7   147.320    4,084   17,042
Other payables    USD    1.1   147.320   169   1,706
TOTAL CURRENT LIABILITIES                5,962   20,797
TOTAL LIABILITIES                17,624   20,797

 

(1)The exchange rates used are the BNA exchange rates in effect as of September 30, 2022 for United States dollars (USD).

 

ii.Fair value estimate

 

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

 

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


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


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

 

The table below shows the Company’s financial assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021:

 

     LEVEL 1     LEVEL 2 
         
At September 30, 2022        
Assets        
Other receivables:        
Negotiable instruments    1,341   -
Guarantee deposits on derivate instruments   822    
Financial assets at fair value through profit or loss:        
Negotiable instruments   10,094   -
Mutual funds   13,790   -
Cash and cash equivalents:        
Mutual funds   805   -
Total assets   26,852   -
         
Liabilities        
Derivative financial instruments   -   12
Total liabilities   -   12

 
14 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
     LEVEL 1 
     
At December 31, 2021    
Assets    
Financial assets at fair value through profit or loss:    
Negotiable instruments   14,733
Mutual funds   10,927
Cash and cash equivalents    
Mutual funds    2,240
Total assets   27,900

 

iii.Interest rate risk

 

Interest rate risk is the risk of fluctuation in the fair value or cash flows of an instrument due to changes in market interest rates. The Company’s exposure to interest rate risk is mainly related to its long-term debt obligations.

 

Indebtedness at floating rates exposes the Company to interest rate risk on its cash flows. Indebtedness at fixed rates exposes the Company to interest rate risk on the fair value of its liabilities. As of September 30, 2022 and December 31, 2021 all the loans were obtained at fixed interest rates. The Company’s policy is to keep the largest percentage of its indebtedness in instruments that accrue interest at fixed rates.

 

Note6 |    Critical accounting estimates and judgments

 

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

 

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

 

In the preparation of these condensed interim financial statements, there were no changes in either the critical judgments made by the Company when applying its accounting policies or the sources of estimation uncertainty used with respect to those applied in the Financial Statements for the year ended December 31, 2021.

 

Note7 |    Contingencies and lawsuits

 

The provision for contingencies has been recorded to face situations existing at the end of each period that may result in a loss for the Company if one or more future events occurred or failed to occur.

 

At the date of issuance of these condensed interim financial statements, there are no significant changes with respect to the situation reported by the Company in the Financial Statements as of December 31, 2021, except for the following:

 

-AFIP’s Income Tax claim, Undocumented outflows and VAT

 

On February 18, 2022, the Company was served notice of the initiation of a new verification process in respect of the same suppliers in question, with a request for additional information on transactions performed from January 2019 to the present. It was answered within the legal timeframe and in proper form on March 8, 2022.

In the Company’s opinion, strong and sufficient arguments exist to make its position prevail at the judicial stage. Therefore, no liabilities whatsoever have been recorded for this matter as of September 30, 2022.

 
15 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

Nevertheless, the Company is currently assessing different scenarios with the aim of defending itself against the tax claims, among them, adhering to easy payment term or debt regularization plans existing at the time the decision is made by Management.

 

- Federal Administration of Public Revenues (“AFIP”) – Difference in contribution rate to the Single Social Security System (“SUSS”) (executive order 814/2001) for the 12/2011- 11/2019 fiscal periods

 

On August 23, 2022 the Company was notified by the AFIP of the resolution whereby the challenge filed is rejected and the adjustment assessed under Verification Process Order No. 1,893,337 for the periods of July 2019 through November 2019 is confirmed. This act exhausted all the available administrative remedies.

 

In the Company’s opinion, strong and sufficient arguments exist to make its position prevail at the judicial stage. In view of the disagreement over the adjustment, on October 4, 2022 the Company filed an Appeal to the Federal Social Security Court of Appeals.

 

 

Note8 |    Revenue from sales and energy purchases

 

We provide below a brief description of the main services provided by the Company:

 

Sales of electricity

Small demand segment: Residential use and public lighting (T1) Relates to the highest demand average recorded over 15 consecutive minutes that is less than 10 kilowatts. In turn, this segment is subdivided into different residential categories based on consumption. This segment also includes a category for public lighting. Users are categorized by the Company according to their consumption.
Medium demand segment: Commercial and industrial customers (T2) Relates to the highest demand average recorded over 15 consecutive minutes that is equal to or greater than 10 Kilowatts but less than 50 Kilowatts. The Company agrees with the user the supply capacity.
Large demand segment (T3) Relates to the highest demand average recorded over 15 consecutive minutes that is greater than 50 Kilowatts. In turn, this segment is subdivided into categories according to the supply voltage -low, medium or high-, from voltages of up to 1 Kilovolt to voltages greater than 66 Kilovolts.

Other: (Shantytowns/

Wheeling system)

Revenue is recognized to the extent that a renewal of the Framework Agreement has been formalized for the period in which the service was accrued. In the case of the service related to the Wheeling system, revenue is recognized when the Company allows third parties (generators and large users) to access to the available transmission capacity within its distribution system upon payment of a wheeling fee.

 

The KWh price relating to the Company’s sales of electricity is determined by the ENRE by means of the periodic publication of electricity rate schedules (Note 2), for those distributors that are regulated by the aforementioned Regulatory Authority, based on the rate setting and adjustment process set forth in the Concession.

 

Other services

Right of use of poles Revenue is recognized to the extent that the rental value of the right of use of the poles used by the Company’s electricity network has been agreed upon for the benefit of third parties.
Connection and reconnection charges Relate to revenue accrued for the carrying out of the electricity supply connection of new customers or the reconnection of already existing users.
 
16 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

Energy purchases

Energy purchase The Company bills its users the cost of its purchases of energy, which includes charges for purchases of energy and power. The Company purchases electric power at seasonal prices approved by the SE. The price of the Company’s electric power reflects the costs of transmission and other regulatory charges.

Energy

losses

Energy losses are equivalent to the difference between energy purchased and energy sold. These losses can be classified into technical and non-technical losses. Technical losses represent the energy lost during transmission and distribution within the network as a consequence of the natural heating of the conductors and transformers that carry electricity from power generation plants to users. Non-technical losses represent the remainder of the Company’s energy losses and are mainly due to the illegal use of its services or the theft of energy. Energy losses require that the Company purchase additional energy in order to meet the demand and its Concession Agreement allows it to recover from its users the cost of these purchases up to a loss factor specified in its concession for each rate category. The current loss factor recognized in the tariff by virtue of its concession amounts to approximately 9.1%.

 

    09.30.22   09.30.21
    GWh   $   GWh   $
Sales of electricity                
Small demand segment: Residential use and public lighting (T1)   10,026    75,179   9,493    89,911
Medium demand segment: Commercial and industrial (T2)   1,146    13,200   1,077    15,580
Large demand segment (T3)   2,790    40,265   2,594    35,076
Other: (Shantytowns/Wheeling system)
  3,407    6,381   3,305    6,418
Subtotal - Sales of electricity   17,369    135,025   16,469    146,985
                 
Other services                
Right of use of poles       692       816
Connection and reconnection charges        80        91
Subtotal - Other services       772       907
                 
                 
Total - Revenue        135,797        147,892

 

    09.30.22   09.30.21
    GWh   $   GWh   $
                 
Energy purchases (1)    20,684    (91,534)    20,088    (90,353)

 

(1)As of September 30, 2022 and 2021, the cost of energy purchases includes technical and non-technical energy losses for 3,315 GWh and 3,619 GWh, respectively.
 
17 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note9 |    Expenses by nature

 

The detail of expenses by nature is as follows:

 

Expenses by nature at 09.30.22
 Description     Transmission and distribution expenses     Selling expenses     Administrative expenses     Total 
Salaries and social security taxes    14,038   2,125    4,182   20,345
Pension plans    661    100   197    958
Communications expenses    325    583   1    909
Allowance for the impairment of trade and other receivables    -   1,658   -   1,658
Supplies consumption    2,427    -   256   2,683
Leases and insurance    -   1   700    701
Security service    656    77   55    788
Fees and remuneration for services   6,048   3,685    4,341   14,074
Public relations and marketing    -    994   -    994
Advertising and sponsorship     -    512   -    512
Reimbursements to personnel     -    -   1   1
Depreciation of property, plants and
equipments
9,172   1,367    1,121   11,660
Depreciation of right-of-use asset  65    130   456    651
Directors and Supervisory Committee
members’ fees 
 -    -   16    16
ENRE penalties   1,725   2,021   -   3,746
Taxes and charges     -   2,044   95   2,139
Other   1    -   31    32
At 09.30.22   35,118   15,297    11,452   61,867

 

The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment as of September 30, 2022 for $ 2,789.4.

 

Expenses by nature at 09.30.21
 Description     Transmission and distribution expenses     Selling expenses     Administrative expenses     Total 
Salaries and social security taxes    13,879   2,220    3,387   19,486
Pension plans    917    147   224   1,288
Communications expenses    340    735   -   1,075
Allowance for the impairment of trade and other receivables    -   2,324   -   2,324
Supplies consumption    2,715    -   288   3,003
Leases and insurance    -   1   639    640
Security service    615    42   142    799
Fees and remuneration for services   6,653   3,883    2,838   13,374
Public relations and marketing    -    16   -    16
Advertising and sponsorship     -   8   -   8
Reimbursements to personnel     -    -   1   1
Depreciation of property, plants and equipments  8,891   1,325    1,087   11,303
Depreciation of right-of-use asset    86    171   599    856
Directors and Supervisory Committee
members’ fees 
 -    -   46    46
ENRE penalties   1,085   1,326   -   2,411
Taxes and charges     -   2,146   107   2,253
Other    -    -   35    35
At 09.30.21   35,181   14,344    9,393   58,918

 

The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment as of September 30, 2021 for $ 2,822.9.

 
18 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note10 |    Other operating income (expense), net

 

  Note   09.30.22   09.30.21
Other operating income          
Income from customer surcharges     1,902   2,477
Commissions on municipal taxes collection      443    458
Fines to suppliers      79    160
Services provided to third parties      322    278
Income from non-reimbursable customer
contributions
    43   59
Expense recovery     42   52
Construction plan Framework agreement 2.b   1,285   2,663
Other     63   69
Total other operating income     4,179   6,216
           
Other operating expense          
Gratifications for services     (119)   (906)
Cost for services provided to third parties     (324)   (126)
Severance paid      (71)   (45)
Debit and Credit Tax      (1,256)    (1,338)
Provision for contingencies 29    (3,636)    (2,953)
Disposals of property, plant and equipment    (223)   (336)
Other     (52)   (72)
Total other operating expense      (5,681)    (5,776)

 

 

Note11 | Net finance costs

 

  Note   09.30.22   09.30.21
Financial income          
Financial interest     51   47
           
Financial costs          
Commercial interest      (39,018)    (24,831)
Interest and other      (8,349)    (6,041)
Fiscal interest      (6)    (6)
Bank fees and expenses      (46)    (60)
Total financial costs     (47,419)   (30,938)
           
Other financial results          
Changes in fair value of financial assets     (1,750)    4,547
Loss on debt restructuring 33    (365)   -
Net gain from the cancelattion of
Corporate Notes
     (310)    5
Exchange differences     859    (2,217)
Adjustment to present value of receivables      (220)    (174)
Recovery of provision for credit RDSA 32   -   964
Other financial costs (*)     (2,732)    (252)
Total other financial costs     (4,518)   2,873
Total net financial costs     (51,886)   (28,018)

 

(*) As of September 30, 2022, $ 2,450.2 relates to EDELCOS S.A. technical assistance.

 
19 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note12 |    Basic and diluted loss per share

 

Basic

 

The basic loss per share is calculated by dividing the loss attributable to the holders of the Company’s equity instruments by the weighted average number of common shares outstanding as of September 30, 2022 and 2021, excluding common shares purchased by the Company and held as treasury shares.

 

The basic loss per share coincides with the diluted loss per share, inasmuch as there exist neither preferred shares nor Corporate Notes convertible into common shares.

 

     Nine months at     Three months at 
    09.30.22   09.30.21   09.30.22   09.30.21
Loss for the period attributable to the owners of the Company    (18,107)    (24,418)    (6,082)   (1,105)
Weighted average number of common shares outstanding    875   875   875    875
Basic and diluted loss per share – in pesos   (20.69)    (27.91)    (6.95)   (1.26)
 
20 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note13 |    Property, plant and equipment

 

     Lands and buildings     Substations     High, medium and low voltage lines     Meters and Transformer chambers and platforms     Tools, Furniture, vehicles, equipment, communications and advances to suppliers     Construction in process    Supplies and spare parts     Total 
 At 12.31.21                                 
Cost    9,429    84,661    210,819    91,608   19,817    72,438    800    489,572
Accumulated depreciation    (2,008)    (29,264)    (84,380)   (37,665)   (11,784)   -    -   (165,101)
 Net amount     7,421    55,397    126,439    53,943   8,033    72,438    800    324,471
                                 
Additions   51   25   298    523    692    15,213    -   16,802
Disposals   -   -    (118)    (105)    -   -    -    (223)
Transfers   28    2,632    7,256    2,262   2,983    (15,212)    51    -
Depreciation for the period (149)    (2,292)   (5,282)   (2,639)    (1,298)   -    -   (11,660)
 Net amount 09.30.22     7,351    55,762    128,593    53,984   10,410    72,439    851    329,390
                                 
 At 09.30.22                                 
Cost    9,508    87,318    217,961    94,230   23,492    72,439    851    505,799
Accumulated depreciation    (2,157)    (31,556)    (89,368)   (40,246)   (13,082)   -    -   (176,409)
 Net amount     7,351    55,762    128,593    53,984   10,410    72,439    851    329,390

 

·During the period ended September 30, 2022, the Company capitalized as direct own costs $ 2,789.4.
 
21 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
     Lands and buildings     Substations     High, medium and low voltage lines     Meters and Transformer chambers and platforms     Tools, Furniture, vehicles, equipment, communications and advances to suppliers     Construction in process    Supplies and spare parts     Total 
 At 12.31.20                                 
Cost    9,137    78,884    200,982    87,827   15,720    70,298    809    463,657
Accumulated depreciation    (1,794)    (26,398)    (77,704)   (34,338)   (10,292)   -    -   (150,526)
 Net amount     7,343    52,486    123,278    53,489   5,428    70,298    809    313,131
                                 
Additions   68   489   143    558   1,589    13,467   2,621   18,935
Disposals   (11)   -    (46)    (275)   (4)   -    -    (336)
Transfers   242    3,254    7,200    2,281    593    (11,154)   (2,416)    -
Depreciation for the period (165)    (2,141)   (5,243)   (2,665)    (1,089)   -    -   (11,303)
 Net amount 09.30.21     7,477    54,088    125,332    53,388   6,517    72,611   1,014    320,427
                                 
 At 09.30.21                                 
Cost    9,435    82,628    208,100    90,236   17,880    72,611   1,014    481,904
Accumulated depreciation    (1,958)    (28,540)    (82,768)   (36,848)   (11,363)   -    -   (161,477)
 Net amount     7,477    54,088    125,332    53,388   6,517    72,611   1,014    320,427

 

·During the period ended September 30, 2021, the Company capitalized as direct own costs $ 2,822.9.
 
22 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note14 |    Right-of-use assets

 

The leases recognized as right-of-use assets in accordance with IFRS 16 are disclosed below:

 

   09.30.22     12.31.21 
Right-of-use assets by leases  830    706

 

 

The development of right-of-use assets is as follows:

 

   09.30.22     09.30.21 
Balance at beginning of year  706    703
Additions  775    875
Depreciation for the period (651)    (856)
Balance at end of the period  830    722

 

 

Note15 |    Inventories

 

    09.30.22   12.31.21
         
Supplies and spare-parts    4,874    5,713
Advance to suppliers    1    1
Total inventories    4,875    5,714

 

 

Note16 |    Other receivables

 

  Note    09.30.22     12.31.21 
Non-current:          
Financial credit     -    8
Related parties  30.c     3    4
Total non-current      3    12
           
Current:          
Construction plan Framework agreement  2.b     1,283   488
Negotiable instruments (*)      1,341   -
Guarantee deposits on derivative instruments     822   -
Credit for Real estate asset 32   -    51
Judicial deposits     192   141
Security deposits      87   107
Prepaid expenses     265   345
Advances to personnel     -    40
Financial credit       14    23
Advances to suppliers      20    15
Tax credits      3,324    2,266
Related parties  30.c    -    1
Debtors for complementary activities     165   105
Other  2    8
Allowance for the impairment of other receivables      (37)    (49)
Total current      7,478    3,541

 

(*) Relate to Securities issued by private companies for 4,907,900 NV assigned to Global Valores S.A. The Company retains the risks and rewards of the aforementioned bonds and may make use of them, at its own request, in a term of 15 days.

 
23 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

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

 

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

 

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

 

       09.30.22     09.30.21 
Balance at beginning of year      49    5,522
Increase      17    5
Decrease     -   (3,159)
Result from exposure to inlfation      (20)   (1,257)
Recovery      (9)    (985)
Balance at end of the period      37   126

 

 

Note17 |    Trade receivables

 

       09.30.22     12.31.21 
           
Sales of electricity – Billed       19,927    24,973
Receivables in litigation     267   421
Allowance for the impairment of trade receivables     (7,132)   (9,975)
Subtotal      13,062    15,419
           
Sales of electricity – Unbilled      12,797    13,110
PBA & CABA government credit     791   636
Fee payable for the expansion of the transportation and others      2    3
Total Trade receivables      26,652    29,168

 

 

The value 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:

 

       09.30.22     09.30.21 
Balance at beginning of the year      9,975    11,544
Increase      1,650    2,324
Decrease      (196)    (300)
Result from exposure to inlfation     (4,297)   (3,517)
Balance at end of the period      7,132    10,051

 

 

Note18 |    Financial assets at amortized cost

 

       09.30.22     12.31.21 
           
Negotiable instruments     -   404

 

 
24 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note19 |    Financial assets at fair value through profit or loss

 

       09.30.22     12.31.21 
           
           
Negotiable instruments      10,094    14,733
Mutual funds       13,790    10,927
Total Financial assets at fair value through profit or loss      23,884    25,660

 

 

Note20 |    Cash and cash equivalents

 

     09.30.22     12.31.21     09.30.21 
Cash and banks    6,332    2,521    2,615
Time deposits   -   507    1,843
Mutual funds    805    2,240    11,592
Total cash and cash equivalents    7,137    5,268    16,050

 

 

Note21 |    Share capital and additional paid-in capital

 

     Share capital     Additional paid-in capital     Total 
Balance at December 31, 2020    95,451    1,262    96,713
Payment of Other reserve constitution - Share-bases compensation plan   -   10   10
Balance at December 31, 2021    95,451    1,272    96,723
             
Payment of Other reserve constitution - Share-bases compensation plan   -    8    8
Balance at September 30, 2022    95,451    1,280    96,731

 

As of September 30, 2022, 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.

 

On April 22, 2022, the Company awarded, as part of the Share-based Compensation Plan, 140,129 treasury shares to Executive Directors, Managers and other personnel holding key executive positions in the Company.

 

Note22 | Allocation of profits

 

The restrictions on the distribution of dividends by the Company are those provided for by the Business Organizations Law and the negative covenants established by the Corporate Notes program.

 

If the Company’s Debt Ratio were higher than 3.75, 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, would apply.

 

Additionally, in accordance with Title IV, Chapter III, section 3.11.c of the CNV, the amounts subject to distribution will be restricted to the amount equivalent to the acquisition cost of the Company’s own shares.

 
25 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note23 | Trade payables

 

       09.30.22     12.31.21 
Non-current          
Customer guarantees     516   610
Customer contributions     309   487
Total non-current     825    1,097
           
Current          
Payables for purchase of electricity - CAMMESA       121,050    95,688
Provision for unbilled electricity purchases - CAMMESA      21,977    15,744
Suppliers      4,893    14,186
Advance to customer      664   778
Customer contributions      34    54
Discounts to customers      1    61
Total current      148,619    126,511

 

The fair values of non-current customer contributions as of September 30, 2022 and December 31, 2021 amount to $ 37.2 and $ 77.1, respectively. The fair values are determined based on estimated discounted cash flows in accordance with a representative market rate for this type of transactions. The applicable fair value category is Level 3.

 

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

 

Note24 | Other payables

 

  Note    09.30.22     12.31.21 
Non-current          
ENRE penalties and discounts      14,904    15,569
Financial Lease Liability(1)      98   131
Total Non-current      15,002    15,700
           
Current          
ENRE penalties and discounts      5,648    5,902
Related parties  30.c    189   229
Advances for works to be performed      13    22
Financial Lease Liability (1)     507   445
Other      12    6
Total Current      6,369    6,604

 

 

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

 

(1)The development of the finance lease liability is as follows:

 

   09.30.22     09.30.21 
Balance at beginning of year  576    346
Increase  580    655
Payments (768)    (461)
Exchange difference  268    208
Interest  177    138
Result from exposure to inflation (228)    (145)
Balance at end of the period  605    741

 
26 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note25 | Borrowings

 

     09.30.22     12.31.21 
Non-current        
Corporate notes (1)    11,662   -
         
         
Corporate notes (1)    3,630    16,718
Interest from corporate notes   454   324
Total Borrowings    4,084    17,042

 

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

 

The fair values of the Company’s borrowings as of September 30, 2022 and December 31, 2021 amount approximately to $ 14,929.4 and $ 14,917.6 respectively. Such values were determined on the basis of the estimated market price of the Company’s Corporate Notes at the end of each period. The applicable fair value category is Level 1.

 

On April 12, 2022, the Company launched an offer to exchange the Class No. 9 Corporate Notes issued by the Company maturing on October 25, 2022, for New Class No. 1 Corporate Notes due in 2025, whose issue and placement were approved by the Company on May 12, 2022 (Note 33).

 

Additionally, on August 5, 2022, the Company approved the terms of issue of New Class No. 2 Corporate Notes due in 2024, in the framework of the Global Simple Corporate Notes Issuance Program, in accordance with the provisions of the Prospectus Supplement dated September 14, 2022 (Note 33).

 

Furthermore, on September 23, 2022, the Company reopened the exchange offer of the Class No. 9 Corporate Notes issued by the Company maturing on October 25, 2022, for New Class No. 1 Corporate Notes due in 2025, whose issue and placement were approved by the Company on October 24, 2022 (Note 33).

 

The Company is subject to restrictions on its ability to incur indebtedness pursuant to the terms and conditions of the Class No. 9 Corporate Notes due 2022, the Class No. 2 Corporate Notes due 2024, and the Class No. 1 Corporate Notes due 2025, which indicate that the Company may not incur new Indebtedness, except for certain Permitted Indebtedness or when the Leverage ratio is not greater than 3.75 or less than zero and the Interest Expense Coverage ratio is less than 2. As of September 30, 2022, the values of the above-mentioned ratios do not meet the established parameters.

 

This situation does not trigger any Event of Default whatsoever and the Company may incur certain Permitted Indebtedness as set forth in the terms and conditions of the Corporate Notes (including the refinancing of its outstanding Corporate Notes).

 

Moreover, in July 2022, through successive market transactions, the Company repurchased Class No. 9 Corporate Notes for a total of USD 1,586,000 nominal value, which is equivalent to $ 472. The aforementioned Corporate Notes held by the Company were settled in the market on October 18, 2022

 

Finally, on October 25, 2022, the Company made payment to the Holders of Class No. 9 Corporate Notes who did not participate in the exchange offer, for a total amount of USD 20,616,000, along with the final scheduled interest payment.

 
27 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note26 | Salaries and social security taxes payable

 

     09.30.22     12.31.21 
Non-current        
Seniority-based bonus   615   662
         
Current        
Salaries payable and provisions    5,922    6,605
Social security payable   653   855
Early retirements payable    29    40
Total current    6,604    7,500

 

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

 

Note27 | Income tax and deferred tax

 

The breakdown of income tax, determined in accordance with the provisions of IAS 12 is as follows:

 

    09.30.22   09.30.21
Deferred tax    (8,815)   (9,318)
Change in the income tax rate   -   (13,678)
Current tax   -   (3,930)
Difference between provision and tax return    183   410
Income tax expense   (8,632)   (26,516)

 

The detail of the income tax expense for the period includes two effects: (i) the current tax for the period payable in accordance with the tax legislation applicable to the Company; and (ii) the effect of applying the deferred tax method on the temporary differences arising from the valuation of assets and liabilities for accounting and tax purposes.

 

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

 

  09.30.22   12.31.21
Deferred tax assets      
Tax loss carry forward 1,339   -
Trade receivables and other receivables 2,552   3,708
Trade payables and other payables 1,961   1,995
Salaries and social security payable and Benefit plans 744   914
Tax liabilities 21   42
Provisions 2,507   2,683
Deferred tax asset 9,124   9,342
       
Deferred tax liabilities      
Property, plants and equipments (94,814)   (84,672)
Financial assets at fair value through profit or loss (1,879)   (634)
Borrowings (186)   (2)
Adjustment effect on tax inflation (2,982)   (6,139)
Deferred tax liability (99,861)   (91,447)
       
Net deferred tax liability (90,737)   (82,105)
 
28 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

The reconciliation between the income tax expense recognized in profit or loss and the amount that would result from applying the applicable tax rate to the accounting (loss) profit before taxes, is as follows:

 

    09.30.22   09.30.21
Profit for the period before taxes   (9,475)   2,098
Applicable tax rate   35%   35%
Result for the period at the tax rate   3,316   (734)
Restatement of equity and Gain (Loss) on exposure to inflation of deferred tax   4,192   (4,463)
Adjustment effect on tax inflation   (16,313)   (7,991)
Income tax expense   (10)   (60)
Difference between provision and tax return   183   410
Change in the income tax rate   -   (13,678)
Income tax expense   (8,632)   (26,516)

 

The detail of the income tax payable is as follows:

 

     09.30.22     12.31.21 
Current        
Tax payable 2021   -    3,391
Tax withholdings   -   (1,309)
Total current   -    2,082

 

Note28 | Tax liabilities

 

    09.30.22   12.31.21
Non-current        
         
Provincial, municipal and federal contributions and taxes   337   217
Tax withholdings   441   378
SUSS withholdings  30    45
Municipal taxes   295   387
Total Tax liabilities    1,103    1,027

 

 

Note29 | Provisions

 

Included in non-current liabilities      
  Contingencies
  09.30.22   09.30.21
At 12.31.21 6,611   6,093
Increases 2,357   2,198
Result from exposure to inflation for the period (3,189)   (1,885)
At 09.30.22 5,779   6,406
       
       
Included in current liabilities      
  Contingencies
  09.30.22   09.30.21
At 12.31.21 891   897
Increases 1,279   755
Decreases (405)   (415)
Result from exposure to inflation for the period (479)   (280)
At 09.30.22 1,286   957

 
29 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note30 | Related-party transactions

 

The following transactions were carried out with related parties:

 

a.Expense

 

Company   Concept   09.30.22   09.30.21
             
EDELCOS S.A.   Technical advisory services on financial matters   (2,450)   -
SACME   Operation and oversight of the electric power transmission system    (162)    (112)
Estudio Cuneo Libarona Abogados Legal fees    (3)   -
        (2,615)    (112)

 

b.Key Management personnel’s remuneration

 

        09.30.22   09.30.21
             
    Salaries    914   1,686

The balances with related parties are as follow:

 

c.Receivables and payables

 

        09.30.22   12.31.21
    Other receivables - Non current        
    SACME    3    4
             
             
    Other receivables - Current        
    SACME   -    1
             
    Other payables        
    Andina PLC    (169)    (197)
    SACME    (20)    (32)
         (189)    (229)

 

 

Note31 |    Shareholders’ Meeting

 

The Company’s Annual General Meeting held on April 6, 2022 resolved, among other issues, the following:

 

-To approve edenor’s Annual Report and Financial Statements as of December 31, 2021.
-To allocate the $ 21,344 loss for the year ended December 31, 2021 (which at the purchasing power of the currency at September 30, 2022 amounts to $ 35,447) to the Unappropriated Retained Earnings account, under the terms of section 70, 3rd paragraph, of Business Organizations Law No. 19,550.
-To approve the actions taken by the Directors and Supervisory Committee members, together with their respective remunerations.
-To appoint the authorities and the external auditors for the current fiscal year.
-To consider the updating of the Global Issuance Program of non-convertible into shares, simple Corporate Notes for up to USD 750,000,000 (Note 33).

 

Moreover, the amendment of Sections Nos. 13, 19, 23, 25 and 33 as well as a consolidated text of the By-laws, which had been approved by the Ordinary and Extraordinary Shareholders’ Meeting held on April 28, 2020 and by the ENRE by means of Resolution No. 62/2022 dated February 23, 2022, was registered with the IGJ on July 2, 2022.

 
30 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

Furthermore, the Company’s Special-purpose Ordinary and Extraordinary Shareholders’ Meeting held on November 2, 2022, resolved to approve the amendment to Sections Nos. 4, 13, 23 and 33 of the By-laws, subject to the approval of both the ENRE and the relevant administrative authorities.

 

Note32 |    Termination of agreement on real estate asset

 

With regard to the real estate asset to be constructed, acquired by the Company in November 2015, the subsequent termination of the agreement due to RDSA’s default in August 2018 and the respective legal actions brought by the Company against the seller and the insurance company, and with respect to the settlement agreement dated September 30, 2019 that the Company entered into with Aseguradora de Cauciones S.A., at the date of issuance of these condensed interim financial statements there are no significant changes with respect to the situation reported by the Company in the Financial Statements as of December 31, 2021, except for the following:

 

With regard to the USD 1 million receivable resulting from the agreement with Aseguradora de Cauciones S.A., on July 15, 2022 the Company received the last payment of USD 130,000 along with interest for USD 9,777 as agreed upon between the Company and the insurance company.

 

Note33 |    Debt restructuring

 

On April 6, 2022, the Annual General Meeting approved the updating of the Global Simple Corporate Notes Issuance Program for a Maximum Amount outstanding at any time of up to USD 750,000,000 (or its equivalent in any other currency).

The New Corporate Notes comply with the “Guidelines for the issuance of social, green and sustainable securities in Argentina” included in Appendix III to Chapter I, Title VI of the CNV’s Regulations and in the BYMA’s Guide to Social, Green and Sustainable Bonds for the purpose of having them listed on BYMA’s Social, Green and Sustainable Bonds Panel.

The New Corporate Notes are issued in accordance with the New Corporate Notes Indenture, which contains a number of negative covenants that limit edenor’s ability to, among other things:

- create or permit liens on its property or assets;

- incur indebtedness;

- sell its assets;

- carry out transactions with affiliates or shareholders;

- make certain payments (including, but not limited to, dividends, purchases of edenor’s common shares or payments on subordinated debt); and

- enter into merger transactions, unless they meet certain criteria.

 

Many of the negative covenants set forth in the New Corporate Notes Indenture will be suspended if (i) edenor attains an Investment Grade Rating on its long term debt, or; (ii) the leverage ratio is equal to or lower than 3.0. If edenor subsequently loses its investment grade rating or its leverage ratio is greater than 3.0, as applicable, the suspended negative covenants will again be applicable. The suspended negative covenants will not, however, be of any effect with regard to the actions of edenor taken during the suspension of the covenants.

- Issuance of New Class No. 1 Corporate Notes due in 2025 in exchange for Class No. 9 Corporate Notes due in 2022

 

With respect to the foregoing, the Company’s Board of Directors, at its meeting of April 6, 2022, approved the launching of a consent solicitation to restructure the financial debt by exchanging the Company’s Class No. 9 Corporate Notes due October 25, 2022 for New Corporate Notes.

 

Consequently, on April 12, 2022, the Company launched the offer to exchange the Class No. 9 Corporate Notes issued by the Company maturing on October 25, 2022 at a fixed nominal annual interest rate of 9.75% for a nominal value outstanding of USD 98,057,000 for New Class No. 1 Corporate Notes, denominated and payable in United States dollars, at a fixed nominal annual interest rate of 9.75%, due in 2025, to be issued for a nominal value of up to USD 120,000,000, in the framework of the Global Simple Corporate Notes Issuance Program.

 
31 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

The principal on the corporate notes will be repaid in a lump sum on May 12, 2025. Furthermore, they will accrue interest at a fixed nominal annual rate of 9.75%, payable semi-annually in arrears on May 12 and November 12 of each year, commencing on November 12, 2022.

Finally, on May 12, 2022 the Company approved the issuance and placement under the exchange offer, as set forth in the Supplement to the Exchange Offer Memorandum dated April 12, 2022. The Corporate Notes will be subscribed in accordance with the Tender Orders received, based on the following options:

Option A

·Tender Orders of Existing Corporate Notes submitted under Option A at or prior to the Early Tender Date (April 28, 2022, extended until May 9, 2022 on April 29, 2022) will receive USD 1,050 principal amount of New Corporate Notes for each USD 1,000 principal amount of Existing Corporate Notes validly tendered and accepted for exchange.

Option B

Tender Orders of Existing Corporate Notes submitted under Option B will receive a portion of the Cash Consideration, plus the applicable New Corporate Notes Consideration.

The Cash Consideration represents an aggregate amount equivalent to the lesser of: (i) 30% of the principal amount of the Existing Corporate Notes that are validly tendered and accepted for exchange in the Offer; and (ii) the principal amount of the Existing Corporate Notes accepted for exchange under Option B.

The sum of the Pro-rata Cash Consideration that will be payable to Eligible Holders whose Existing Corporate Notes are accepted for exchange under Option B will be equivalent to the Cash Consideration divided by the principal amount of Existing Corporate Notes accepted under Option B multiplied by 1,000.

·The Early (at or prior to the Early Tender Date) New Corporate Notes Consideration for each Eligible Holder whose Existing Corporate Notes have been accepted for exchange under Option B will be equal to 1.04 times the difference between USD 1,000 and the Pro-rata Cash Consideration received by each Eligible Holder whose Existing Corporate Notes have been accepted for exchange under Option B.

Payment of Accrued Interest

In addition to the Exchange Consideration, the Eligible Holders whose Existing Corporate Notes have been accepted for exchange in the Exchange Offer will also receive Payment of Accrued Interest equal to all accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date, to be paid in cash on the Settlement Date.

 

The offer to exchange the Class No. 9 Corporate Notes issued by the Company due October 25, 2022 for New Class No. 1 Corporate Notes resulted in 73.25% acceptance, equivalent to USD 71,826,000 (with the above-mentioned due date remaining in effect for 26.75%, i.e. USD 26,231,000); accordingly, a total of USD 52,706,268, relating to: i) Tender Orders submitted under Option A for USD 41,699,000 plus a recognized additional for USD 2,084,950, i.e. USD 43,783,950, and ii) Tender Orders submitted under Option B for USD 30,127,000 plus a recognized additional for USD 343,118, i.e. USD 30,470,118, after deducting the Pro-rata Cash Consideration of Option B received by each Eligible Holder of said option for USD 21,547,800 ($ 2,590), has been restructured.

 

Additionally, interest paid in cash from the last payment date up to and including the Settlement Date has amounted to a total of USD 329,573.

 
32 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

- Issuance of New Class No. 2 Corporate Notes due in 2024

 

On August 5, 2022, the Company’s Board of Directors approved the terms of issue of New Class No. 2 Corporate Notes at a fixed nominal annual interest rate of 9.75%, due in 2024, to be issued for a nominal value of up to USD 30,000,000, in the framework of the Global Simple Corporate Notes Issuance Program.

 

The principal on the New Corporate Notes will be repaid in a lump sum on November 22, 2024. Furthermore, they will accrue interest at a fixed nominal annual rate of 9.75%, payable semi-annually in arrears on May 22 and November 22 of each year, commencing on November 22, 2022.

On September 22, 2022, upon the expiration of the Tender Period of Class No. 2 Corporate Notes, the Company approved the issuance and placement of the New Corporate Notes for USD 30,000,000 ($ 4,420), as set forth in the Prospectus Supplement dated September 14, 2022.

 

- Reopening of the exchange offer

 

On September 23, 2022, the Company approved the reopening of the offer to exchange the Class No. 9 Corporate Notes issued by the Company maturing on October 25, 2022 at a fixed nominal annual interest rate of 9.75% for a nominal value outstanding of USD 24,645,000 (as a consequence of both the first results of the exchange offer and the settlement of the Corporate Notes held by the Company mentioned in Note 25) for New Class No. 1 Corporate Notes, denominated and payable in United States dollars, at a fixed nominal annual interest rate of 9.75%, due in 2025, to be issued for a nominal value of up to USD 24,645,000, in the framework of the Global Simple Corporate Notes Issuance Program.

 

On October 24, 2022, the Company approved the issuance and placement under the exchange offer, as set forth in the Supplement to the Exchange Offer Memorandum dated September 23, 2022. The Corporate Notes will be subscribed in accordance with the Tender Orders received.

The Eligible Holders who validly submit a Tender Order will be eligible to receive, for each USD 1,000 principal amount of Existing Corporate Notes, the New Corporate Notes Consideration consisting of USD 630 principal amount of Additional New Corporate Notes, plus a Cash Consideration of USD 400.

 

The reopening of the offer to exchange the Class No. 9 Corporate Notes issued by the Company maturing on October 25, 2022 for New Class No. 1 Corporate Notes resulted in 16.35% acceptance, equivalent to USD 4,029,000 (with the above-mentioned due date remaining in effect for 83.65%, i.e. USD 20,616,000); accordingly, a total of USD 2,538,270, relating to Tender Orders submitted for USD 2,417,000 plus a recognized additional for USD 120,870, has been restructured. Furthermore, each Eligible Holder has received the Cash Consideration for USD 1,611,600.

 

Additionally, interest paid in cash from the last payment date up to and including the Settlement Date has amounted to a total of USD 83,956.

On October 25, 2022, the Company made payment to the Holders of Class No. 9 Corporate Notes who did not participate in the exchange offers made by the Company, for an amount of USD 20,616,000, along with the final scheduled interest payment.

 

The Company’s Corporate Note debt structure, based on the Tender Orders received, the issuance of the New Corporate Notes and the repayment of Class No. 9 Corporate Notes, would be comprised of as follows:

 

 Corporate Notes   Class   Debt structure before the exchange   Debt structure after the exchange  Debt structure as of 09/30/2022 Debt structure as of 10/25/2022 (see Reopening of the exchange offer)
 Fixed rate par notes - Due 2022  9 98,057,000 26,231,000  24,645,000 -
 Fixed rate par notes - Due 2024  2  -  -  30,000,000  30,000,000
 Fixed rate par notes - Due 2025  1  - 52,706,268  52,706,268  55,244,538
 Total    98,057,000 78,937,268  107,351,268  85,244,538

 

(*) In United States dollars (USD).

 
33 

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

As of September 30, 2022, an amount of $ 365 (USD 2,428,068) has been recorded in the Other financial results account as recognized additional to Eligible Holders who submitted their Tender Orders.

 

Furthermore, an amount of $ 520 has been disbursed as issuance expenses of the New Class No. 1 and Class No. 2 Corporate Notes.

 

Note34 |    Change of control

 

On December 28, 2020, Pampa Energía S.A., the holder of 100% of edenor’s Class A shares, representing 51% of edenor‘s share capital, entered into a share purchase and sale agreement, as the seller, with Empresa de Energía del Cono Sur S.A.

 

On June 23, 2021, by means of Resolution No. 207/2021, the ENRE authorized Pampa Energía S.A. to transfer all the Class A shares, representing 51% of the Company’s share capital and votes, to Empresa de Energía del Cono Sur S.A. in accordance with the share purchase and sale agreement entered into on December 28, 2020.

 

The transfer of all the Class A shares, representing 51% of the Company’s share capital and votes owned by Pampa Energía S.A., in favor of Empresa de Energía del Cono Sur S.A. was completed shortly afterwards on June 30, 2021.

 

As required by the regulations in effect and within the time periods set forth therein, Empresa de Energía del Cono Sur S.A. announced the launching of a mandatory Public Tender Offer addressed to all the holders of Class B and Class C common shares issued by the Company, including the holders of ADS in respect of the underlying Class B common shares, in accordance with the provisions of General Resolution No. 779/2018 of the National Securities Commission.

 

During the term of the Offer, no shares were tendered by Class B (including ADS) and Class C Shareholders; therefore, the offeror announced the completion of the tender offer.

Consequently, at the date of issuance of these condensed interim financial statements, edenor is a subsidiary company of Empresa de Energía del Cono Sur S.A.

 

Note35 |    Events after the reporting period

 

The following are the events that occurred subsequent to September 30, 2022:

 

-Change of both, the seasonal reference prices and the values of the Company’s electricity rate schedules – SE Resolution No. 719/2022 and ENRE Resolutions Nos. 484 and 554/2022, Note 2.a.
-Case entitled Federal Administration of Public Revenues (“AFIP”) – Difference in contribution rate to the Single Social Security System (“SUSS”) (executive order 814/2001) for the 12/2011-11/2019 fiscal periods – Appeal filed by edenor, Note 7.
-Issuance of New Class No. 1 Corporate Notes due 2025 in exchange for Class No. 9 Corporate Notes due 2022 – Reopening of the exchange offer, Notes 25 and 33.
-Special-purpose Ordinary and Extraordinary Shareholders’ Meeting – Amendment to the By-laws, Note 31.

 

 

 

NEIL BLEASDALE

Chairman

 

 
34 
 

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/ Germán Ranftl

 

Germán Ranftl

 

Chief Financial Officer

 

 

Date: November 10, 2022

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