Copel(ELP) - 2022 Q4 - Annual Report

Part I Key Information This section outlines the company's principal risks, including state control, operational dependencies, regulatory uncertainties, and macroeconomic volatility Risk Factors The company faces significant risks from state control, operational dependencies, regulatory uncertainties, and Brazilian macroeconomic instability - The State of Paraná controls the company, owning 69.7% of outstanding common voting shares, which allows it to control operations and elect the majority of the Board of Directors. This control may lead to decisions based on public policy rather than business optimization[28] - A proposed public offering aims to disperse share ownership by having the State of Paraná sell a portion of its equity, reducing its stake while maintaining at least 15% of total capital. The success of this transaction is critical for the renewal of concessions for key hydroelectric plants like Foz do Areia, Segredo, and Salto Caxias[30][35] - The company's operations are heavily dependent on the economy of the State of Paraná. An economic downturn could affect customers' ability to pay, leading to increased overdue receivables, which stood at R$526.3 million as of December 31, 2022[36][37] - The company is defendant in several legal proceedings with provisions for probable losses amounting to R$2,037.6 million as of December 31, 2022[47] - Brazil's macroeconomic conditions, including inflation, interest rates, and exchange rate volatility, directly impact the company's financial performance. In 2022, Brazil's GDP grew by 2.9%, inflation (IPCA) was 5.79%, and the benchmark SELIC interest rate ended the year at 13.75%[108] Information on the Company This section provides a comprehensive overview of Copel's business, including its structure, strategic changes, operations, regulatory environment, and ESG initiatives The Company Overview Copel is a major Brazilian energy company operating in generation, transmission, distribution, and sales, primarily in Paraná, with 6,705 MW installed capacity Company Infrastructure and Capacity (as of Dec 31, 2022) | Metric | Value | | :--- | :--- | | Total Installed Capacity | 6,705 MW | | Hydroelectric Plants | 18 | | Wind Plants | 34 | | Thermoelectric Plants | 1 | | Transmission Lines | 3,705 km | | Distribution Lines | 208,133 km | - The State of Paraná is the controlling shareholder, owning 69.7% of the company's common (voting) shares as of December 31, 2022[151] - In August 2021, the company concluded the sale of its telecommunications subsidiary, Copel Telecomunicações S.A., for R$2.5 billion[154] Significant Changes in Our Business The company underwent strategic changes including proposed share ownership dispersion for concession renewals, wind complex acquisitions, and a significant tax provision - The State of Paraná authorized a plan to sell part of its equity to transform Copel into a corporation with dispersed share ownership. This move is essential to permit the renewal of concessions for the HPPs Foz do Areia, Segredo, and Salto Caxias[157][158] - In January 2023, Copel acquired the Santa Rosa & Mundo Novo and Aventura Wind Power Complexes, adding 260.4 MW of installed capacity for an enterprise value of R$1,760.6 million[161] - The concession for the gas distribution subsidiary, Compagas, was renewed for an additional 30 years upon payment of a R$508 million award bonus to the State of Paraná[162] - A provision for the allocation of PIS and COFINS credits, following Federal Law 14,385/2022, negatively affected the 2022 net income by R$1,202.5 million with no immediate cash effect[169] Business Operations This sub-chapter details Copel's core business segments: Generation, Transmission, Distribution, and Other Businesses, including gas distribution Total Electricity Generated and Purchased (GWh) | Year | Copel GeT | Wind Farms | Copel Distribuição | Copel Comercialização | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | 2022 | 25,062 | 2,838 | 25,442 | 24,817 | 62,468 | | 2021 | 19,633 | 2,570 | 25,338 | 23,192 | 54,019 | | 2020 | 16,627 | 2,145 | 26,123 | 12,449 | 49,399 | Total Electricity Delivered by Segment (GWh) | Year | Copel GeT | Wind Farms | Copel Distribuição | Copel Comercialização | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | 2022 | 25,062 | 3,153 | 23,472 | 24,817 | 76,504 | | 2021 | 19,633 | 2,451 | 22,555 | 23,192 | 68,098 | | 2020 | 15,897 | 2,278 | 23,043 | 12,449 | 53,668 | - As of December 31, 2022, the company served 5.0 million customers in its distribution area, with total energy distribution losses at 9.0% of the total energy available in 2022[258][267] - The gas distribution subsidiary, Compagas, renewed its concession until July 2054. In 2022, its net revenues were R$1,297.0 million, a 65.6% increase from 2021, and its net income was R$179.2 million, a 79.9% increase[318][322] Concessions The company operates under government concessions, with renewals tied to new tariff regimes, quality standards, and privatization for key hydroelectric plants - The 2013 Concession Renewal Law allows for a 30-year extension of concessions if the concessionaire agrees to new conditions, including a revised tariff regime and quality standards[333] - The renewal of the Foz do Areia HPP concession, expiring in 2024, is being pursued under a rule that allows for a new 30-year grant if the concession holder is privatized. This is aligned with the controlling shareholder's plan to transform Copel into a company with dispersed capital[346] - The company's main transmission concession was renewed under the 2013 law and now expires in January 2043[367] - The distribution concession was renewed in December 2015 for an additional 30-year period, expiring in July 2045. The renewal imposes strict efficiency conditions related to service quality and economic-financial sustainability[371][372] Competition Copel faces competition in generation and from 'Free Customers' and distributed generation, despite a near-monopoly in distribution - While the distribution business faces little direct competition in its concession area, the generation business competes for new concessions and to supply Free Customers[384][389] - As of December 31, 2022, Copel had 1,491 Free Customers, representing approximately 10.4% of its consolidated operating revenue and 16.7% of the total volume of electricity sold[388] - The growth of distributed generation, where consumers produce their own energy (e.g., solar panels), is a long-term competitive threat that could reduce demand from the grid[392] Environmental, Social and Governance (ESG) Copel is committed to ESG, with a Carbon Neutrality Plan and a goal to be 100% renewable by 2030, enhancing governance through B3's 'Level 2' listing - The company has a Carbon Neutrality Plan with a goal to neutralize greenhouse gas emissions from its controlled assets by 2030[401][402] - A key strategic driver is to become 100% renewable by 2030, which includes divesting from thermoelectric plants and expanding investments in wind and solar farms[404] - In November 2021, Copel migrated to the B3's 'Level 2' special listing segment, enhancing corporate governance by increasing minority shareholder representation on the Board of Directors and creating new statutory committees[411][412] The Brazilian Electric Power Industry This section details the Brazilian electricity sector's structure and regulatory framework, including key authorities, market models, tariff mechanisms, and hydrological risk management - The Brazilian power industry is regulated by several key bodies, including the Ministry of Mines and Energy (MME) for policymaking, ANEEL as the independent regulator, the National Electric System Operator (ONS) for coordinating generation and transmission, and the Electric Energy Trading Chamber (CCEE) for managing market transactions[426][428][429][431] - The New Industry Model Law (2004) restructured the sector into two markets: the Regulated Market, where distributors purchase energy via public auctions to supply captive customers, and the Free Market, where large consumers and traders can negotiate contracts directly[438][460] - Distribution tariffs are adjusted annually by ANEEL and are composed of 'Parcel A' costs (uncontrollable, like energy purchases) which are fully passed through, and 'Parcel B' costs (controllable, like O&M) which are adjusted for inflation minus an efficiency factor (X factor)[503][506] - The Energy Reallocation Mechanism (MRE) is a system designed to mitigate hydrological risks for hydroelectric generators by reallocating energy among participants to ensure all receive revenue corresponding to their 'Assured Energy', regardless of actual generation[534][536] Operating and Financial Review and Prospects This section analyzes the company's financial performance, including the impact of economic conditions, comparative results, liquidity, capital resources, and debt obligations Results of Operations The company's net income sharply decreased by 77.2% in 2022 due to non-recurring provisions, despite positive operating influences from hydrological conditions and market growth Consolidated Results of Operations (R$ million) | Item | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Operating Revenues | 21,927.9 | 23,984.5 | 18,633.1 | | Operating Costs and Expense | (19,490.1) | (18,904.6) | (14,573.5) | | Equity in earnings of associates | 478.6 | 366.3 | 193.5 | | Financial results | (1,966.0) | (327.4) | 866.3 | | Profit before income tax | 950.4 | 5,118.8 | 5,119.4 | | Net income from continuing operations | 1,149.5 | 3,859.2 | 3,834.0 | | Net income from discontinued operations | - | 1,189.6 | 75.6 | | Net income for the year | 1,149.5 | 5,048.8 | 3,909.6 | - 2022 vs. 2021: Net income decreased by 77.2%. Net operating revenues fell by 8.6% to R$21,927.9 million, mainly due to a R$2,390.0 million drop in electricity sales to distributors as improved hydrological conditions reduced the need for dispatch from the TPP Araucária thermoelectric plant. Operating costs increased by 3.1%, driven by a R$646.2 million increase in provisions for litigation and credit losses[580][583][584][589] - 2021 vs. 2020: Net income increased by 29.1%. The result was significantly impacted by a R$1,189.6 million net income from discontinued operations, primarily from the sale of Copel Telecom. Net operating revenues from continuing operations grew by 28.7% to R$23,984.5 million, driven by higher electricity sales to both final customers and distributors, reflecting increased prices and volume[593][605] Liquidity and Capital Resources The company's capital requirements focus on infrastructure expansion, with liquidity from operations and financing, and significant capital expenditures and debt obligations Capital Expenditures (R$ million) | Area | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Generation and transmission | 472.7 | 494.8 | 431.9 | | Distribution | 1,848.1 | 1,623.0 | 1,279.6 | | Total | 2,518.5 | 2,255.3 | 1,904.7 | - The budgeted capital expenditure for 2023 is R$2,182.3 million, with R$1,878.9 million allocated to the distribution business[616][620] Cash Flow Summary (R$ million) | Activity | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 3,902.6 | 3,386.8 | 3,940.8 | | Net Cash from Investing Activities | (2,775.0) | 31.9 | (1,667.6) | | Net Cash from Financing Activities | (1,922.0) | (2,884.4) | (1,715.1) | | Change in Cash and Cash Equivalents | (794.388) | 534.313 | 558.160 | - As of December 31, 2022, total outstanding loans, financing, and debentures amounted to R$12,454.2 million, with no debt denominated in U.S. dollars[622] Directors, Senior Management and Employees This section details the company's governance structure, including its Board of Directors, Executive Officers, committees, compensation policies, and employee data - The company is managed by a Board of Directors with 9 members and a Board of Executive Officers with 7 members. The terms for the current Board of Directors expire in April 2023[633][637][653] - The aggregate compensation for the Board of Directors, Executive Officers, and Supervisory Board in 2022 was R$8.6 million[685] Number of Employees by Area | Area | Dec 31, 2022 | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | :--- | | Generation and transmission | 1,487 | 1,523 | 1,533 | | Distribution | 4,257 | 4,430 | 4,641 | | Corporation staff and R&D | 84 | 169 | 96 | | Other | 47 | 44 | 42 | | Total (Copel & wholly-owned subs) | 5,875 | 6,383 | 6,667 | - As of March 31, 2023, the company's board members and executive officers collectively held less than 1.0% of any class of its shares[699] Major Shareholders and Related Party Transactions This section identifies major shareholders, including the State of Paraná and BNDESPAR, and details significant related party transactions, such as loans and energy sales Common Share Ownership (as of Dec 31, 2022) | Shareholder | Common Shares (thousands) | % of Total | | :--- | :--- | :--- | | State of Paraná | 734,298 | 69.7% | | BNDESPAR | 131,162 | 12.4% | | Public Float | 169,990 | 16.1% | | Other | 18,601 | 1.8% | | Total | 1,054,090 | 100.0% | Class B Preferred Share Ownership (as of Dec 31, 2022) | Shareholder | Class B Shares (thousands) | % of Total | | :--- | :--- | :--- | | BNDESPAR | 524,646 | 31.2% | | Public Float (B3) | 905,335 | 53.9% | | State of Paraná | 115,945 | 6.9% | | Traded as ADSs | 130,572 | 7.8% | | Other | 2,837 | 0.2% | | Total | 1,679,335 | 100.0% | - The company engages in significant transactions with its controlling shareholder, the State of Paraná, including receivables of R$18.4 million related to social energy programs[721] - BNDES, the parent of major shareholder BNDESPAR, is also a significant lender to the company. As of December 31, 2022, Copel had an aggregate outstanding net debt of R$2,314.4 million with BNDES and BNDESPAR[719][720] Financial Information This section covers legal proceedings, including significant tax-related provisions, and the company's dividend policy, which links payouts to financial leverage Legal Claims Exposure (as of Dec 31, 2022) | Claim Category | Provision for Probable Loss (R$ million) | Possible Loss (Not Provisioned) (R$ million) | | :--- | :--- | :--- | | Tax and Social Contribution | 123.6 | 489.8 | | Labor-related | 536.4 | 372.1 | | Regulatory | 8.5 | 1,496.6 | | Civil / Additional | 1,369.1 | 1,337.6 | | Total | 2,037.6 | 3,708.8 | - A significant provision of R$1,851.3 million was made related to the allocation of PIS/COFINS credits following the enactment of Federal Law 14,385/2022, which negatively impacted 2022 results[730][733] - The company's dividend policy is tied to its financial leverage (Net Debt/EBITDA ratio). Payouts range from 25% to 65% of adjusted net profit depending on this ratio[743][748] Additional Information This section provides details on corporate structure, material contracts, exchange controls, and taxation, including director qualifications, shareholder rights, and tax implications for investors - The company's bylaws require the Board of Directors to have at least three independent members or 25% of its total members[768] - Shareholders have preemptive rights to subscribe to new shares in any capital increase, in proportion to their ownership, for a minimum period of 30 days[786] - For Brazilian tax purposes, dividends paid from profits generated after January 1, 1996, are generally not subject to withholding tax for non-Brazilian holders. However, distributions of interest on equity are subject to a 15% withholding tax (25% for tax haven residents)[816][819] - For U.S. federal income tax purposes, dividends paid on the ADSs are expected to be treated as 'qualified dividends' subject to preferential tax rates for individuals, provided the company is not a PFIC[843] Part II Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and internal control over financial reporting as of December 31, 2022 - Management concluded that as of December 31, 2022, the company's disclosure controls and procedures were effective[870] - Based on the criteria from the COSO Integrated Framework (2013), management concluded that the company's internal control over financial reporting was effective as of December 31, 2022[875] - The independent registered public accounting firm, Deloitte Touche Tohmatsu Auditores Independentes Ltda., issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2022[876] Other Information This section covers governance and compliance, including the audit committee financial expert, accountant fees, and corporate governance practices compared to NYSE standards - The Board of Directors has determined that Mr. Carlos Biedermann is an 'audit committee financial expert' and is independent as required by SEC rules[883] Principal Accountant Fees (R$ million) | Service Category | 2022 | 2021 | | :--- | :--- | :--- | | Audit fees | 4.8 | 4.7 | | Tax fees | 0.1 | 0.1 | | Total | 4.9 | 4.8 | - As a controlled company, Copel is not required to have a majority of independent directors or fully independent nominating/corporate governance and compensation committees under NYSE rules[897][899] Part III Financial Statements This section presents the company's audited consolidated financial statements for 2020-2022, prepared under IFRS, with an unqualified opinion from the independent auditor Consolidated Statement of Financial Position (R$ thousands) | Item | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Current Assets | 9,327,249 | 11,189,872 | | Total Noncurrent Assets | 40,376,451 | 38,347,663 | | TOTAL ASSETS | 49,703,700 | 49,537,535 | | Total Current Liabilities | 7,156,597 | 7,979,993 | | Total Noncurrent Liabilities | 21,415,878 | 19,382,307 | | TOTAL EQUITY | 21,131,225 | 22,175,235 | | TOTAL LIABILITIES & EQUITY | 49,703,700 | 49,537,535 | Consolidated Statement of Income (R$ thousands) | Item | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Operating Revenue | 21,927,721 | 23,984,287 | 18,633,249 | | Profit Before Financial Results and Taxes | 2,916,236 | 5,446,038 | 4,253,266 | | Net Income from Continuing Operations | 1,149,321 | 3,859,045 | 3,834,172 | | Net Income from Discontinued Operations | - | 1,189,557 | 75,578 | | Net Income | 1,149,321 | 5,048,602 | 3,909,750 | Consolidated Statement of Cash Flows (R$ thousands) | Item | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 3,902,649 | 3,386,832 | 3,940,844 | | Net Cash from Investing Activities | (2,774,996) | 31,908 | (1,667,571) | | Net Cash from Financing Activities | (1,922,041) | (2,884,427) | (1,715,113) | | Change in Cash and Cash Equivalents | (794,388) | 534,313 | 558,160 |