XML 248 R46.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Assets held for sale and Discontinued operations
 12 Months Ended
Dec. 31, 2023
Assets Held For Sale And Discontinued Operations  
Assets held for sale and Discontinued operations

 

 

39.Assets held for sale and Discontinued operations

 

In compliance with the guidelines of Copel Strategic Business Planning - Vision 2030 regarding the decarbonization of its asset portfolio and prioritization of investments and actions directly linked to its core business (electric energy), Copel began the divestment processes of Copel's shares in Companhia Paranaense de Gás – Compagas and UEG Araucária S.A. (UEGA).

The UEGA process began in 2022, with the intention of selling it by Copel together with the other partner, Petrobras. On September 04, 2023, after a period of interruption, the process was resumed, according to Notice to the Market 21/23. On October 27, 2023, the binding proposal phase began, as per Notice to the Market 25/23. On December 14, 2023, after withdrawing from the Joint Sale Agreement with Petróleo Brasileiro S.A. - Petrobras, Copel and Copel GeT signed the Share Purchase and Sale Agreement (“CCVA”) for the equity interest in UEGA with Âmbar Energia S.A., as stated in Material Fact 20/23, and the value of the transaction on the base date of September 30, 2023, equivalent to the Equity Value referring to Copel's 81.2% participation in the investment, was R$290,662. Also on December 14, 2023, Copel and Copel GeT received R$14,533 and R$43,599, respectively, as a payment signal. On February 26, 2024, according to Notice to the Market 04/24, Copel received from Petrobras information about the effective exercise of the right to tag along (joint sale) in the divestment in UEGA, in accordance with the terms of the “CCVA”, so that the thermoelectric plant will be sold in its entirety. The completion of the operation, estimated to occur by March 31, 2024, is still subject to the implementation of precedent conditions common in this type of business, such as approval by the Administrative Council for Economic Defense (“CADE”).

 

As for the divestment of Compagas, on September 20, 2023, Material Fact 16/23 was published, announcing that Copel's Board of Directors approved the engagement of the necessary advisors for structuring and executing the project. In December 2023, the phase of receiving non-binding proposals was completed and the phase of receiving binding proposals is underway.

 

As of the September 2023 financial statements, Management assessed the sale of the assets as highly probable, with the process expected to be completed within 12 months and, therefore, the Company understood that the criteria determined by IFRS 5 to classify the asset as held for sale and to disclose an operation as discontinued were met. Also in compliance with IFRS 5, item 25, as of October 1, 2023, the depreciation and amortization of assets that will be sold were stopped, after their reclassification to current assets, under Assets classified as held for sale.

 

Additionally, on August 3, 2021, the sale of 100% of the shares issued by Copel Telecomunicações S.A. to Bordeaux Participações S.A. was completed, as reported in Material Fact 13/21, with the receipt of the updated amount of R$2,506,837, share transfer registration, signature of the closing agreement for the deal and the resignation of the administrators at the time of the operation.

 

We present below the balances of assets and liabilities that were reclassified on December 31, 2023, because of the ongoing divestment processes of Compagas and UEGA, which are presented in a specific line in the balance sheet. In compliance with accounting standards, balances are measured at book values, considering that they are lower than fair values minus selling expenses.

       
      12.31.2023
       
Assets classified as held for sale      
Cash and cash equivalents              123,791
Trade accounts receivable                82,954
Inventories                  5,383
Current recoverable taxes and deferred taxes              117,359
Judicial deposits                      102
Other receivables                74,400
Contract assets                44,039
Property, plant and equipment              293,751
Intangible assets              709,661
Right-of-use asset                11,489
Assets held for sale      1,462,929
Liabilities associated with assets classified as held for sale      
Payroll, social charges and accruals                10,154
Accounts payable to suppliers                 61,618
Taxes due                51,602
Debentures               284,202
Dividend payable                20,023
Post-employment benefits                    9,326
Lease liability                11,573
Provisions for legal claims                27,366
Other accounts payable                57,400
Liabilities associated with assets classified as held for sale     533,264

 

The reclassified balances include the values of the assets and liabilities of Compagas and UEGA already adjusted by the amounts that are eliminated in Copel's consolidated balance sheet and, also, by the cessation of depreciation and amortization of assets as of October 1, 2023.

 

The reclassified assets and liabilities are part of the energy generation and gas distribution segments. With the divestment of Compagas, the gas segment will be discontinued at Copel.

 

The contingent liabilities of Compagas and UEGA, totaling R$300,727, are not included in the published total in Note 28.2, as well as the commitments of gas purchase contracts by Compagas, in the amount of R$5,179,773, are not presented in Note 36. UEGA did not recognize income tax and social contribution credits on tax losses and negative bases in the amount of R$149,391 for not having a reasonable assurance of generation of future taxable profits sufficient to allow the utilization of these tax credit.

 

The revenues, costs and expenses as well as the cash flow movement resulting from these assets and liabilities were presented in separate lines, as a discontinued operation, both in the Statements of Income and Statements of Comprehensive Income as weel as in the Statements of Cash Flows and in the Statements of Added Value. The details of these values are presented in the tables below.

     
Statements of Income      
from discontinued operations 12.31.2023 12.31.2022 12.31.2021
       
Net operating revenue          977,149       1,392,380       3,236,450
Operating costs        (692,718)     (1,322,823)     (2,430,995)
Gross profit          284,431            69,557          805,455
       
Selling expenses          (11,451)          (11,071)          (25,061)
General and administrative expenses          (59,410)          (70,026)          (69,916)
Other operational income (expenses)          (14,903)          (20,996)          (44,656)
Total expenses           (85,764)        (102,093)        (139,633)
Profit (loss) before financial results and taxes           198,667          (32,536)          665,822
Financial results                 455            39,847            (6,744)
Operating profit (loss)          199,122              7,311          659,078
Income tax and social contribution            (7,621)          (81,977)        (128,756)
Net income (loss)          191,501          (74,666)          530,322
Gain on the share sales operation                      -                      -       1,723,913
Income tax on sales gains                      -                      -        (446,716)
Deferred income tax on sales gains                      -                      -        (160,818)
Net income (loss) from discontinued operations          191,501          (74,666)       1,646,701
Other comprehensive income from discontinued operations              1,650              1,330               (152)
Comprehensive income from discontinued operations          193,151          (73,336)       1,646,549

  

The variation in the result of discontinued operations is mainly due to the reversal of the impairment of UEGA, considering that the sales price agreed in the “CCVA” indicates in an observable way the fair value of the asset, so that on December 31, 2023, there is no impairment loss recognized in previous periods.

 

The table below shows the reconciliation of the results of the discontinued operation. The amounts of elimination of intercompany costs and expenses refer mainly to the operation and maintenance services of UEGA provided by Copel GET, and the monetary adjustment of dividends from Compagas and UEGA.

 

12.31.2023

 

12.31.2022

 

12.31.2021

Result of discontinued operations attributed to shareholders of the parent company 100,733 (125,812) 1,510,688
Result of discontinued operations attributed to non-controlling shareholders 67,485 37,521 112,360
Total discontinued operation   168,218 (88,291) 1,623,048
( + ) Elimination of intercompany costs/expenses 23,283 13,625 23,653
Consolidated results of discontinued operations 191,501 (74,666) 1,646,701

 

     
Statements of Cash Flows      
from discontinued operations 12.31.2023 12.31.2022 12.31.2021
       
Net income          191,501          (74,666)       1,646,701
Adjustments to reconcile net income          (12,547)          306,736     (1,267,411)
Changes in assets and liabilities            14,108            (2,709)            82,575
Debentures - interest due and paid          (10,423)                      -          (17,549)
Taxes and charges paid          (57,165)          (51,534)            83,579
Cash flows from operational activities          125,474          177,827          527,895
Financial investments                (144)            22,967          (14,846)
Additions to contract assets, property, plant and equipment and intangible assets          (35,380)        (580,969)          (76,762)
Disposal Copel Telecom receipt                      -                      -       2,506,837
Cash flows from investment activities          (35,524)        (558,002)       2,415,229
Issue of Debentures          294,045                      -          (20,239)
Payments of principal - debentures          (18,437)                      -            (2,485)
Amortization of principal of lease liabilities            (3,041)            (2,988)            (1,850)
Dividends and interest on own capital paid           (195,890)                      -          (26,755)
Cash flows from financing activities            76,677            (2,988)          (51,329)
Changes in cash and cash equivalents          166,627        (383,163)       2,891,795