Quarterly Report • May 27, 2022
Quarterly Report
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A s c o p i a v e G r o u p
| GENERAL INFORMATION 6 | |
|---|---|
| Directors, Officers and Company information 6 | |
| REPORT ON OPERATIONS 8 | |
| Foreword 8 | |
| The structure of the Ascopiave Group 10 | |
| Ascopiave S.p.A. share trend on the Stock Exchange 11 | |
| Control of the Company 13 | |
| Corporate Governance and Code of Ethics 14 | |
| Significant events during the first quarter of 2022 16 | |
| Significant events subsequent to the end of the first quarter of 2022 18 | |
| Additional significant events 19 | |
| Energy efficiency and saving 19 | |
| Subscription, with the Municipalities involved, of a convention for the adoption of a | |
| shared procedure aimed at the agreed quantification of the "Residual Industrial Value" | |
| of the networks 19 | |
| Relationships with Agenzia delle Entrate (Italian Tax Authority) 26 Territorial areas 27 |
|
| Distribution of dividends 30 | |
| Treasury shares 30 | |
| Outlook for 2022 30 | |
| Evolution of the COVID 19 emergency 31 | |
| Goals and policies of the Group and risk description 33 | |
| Additional information 35 | |
| Seasonal nature of the activity 35 | |
| Comments on the economic-financial results of the first quarter of 2022 36 | |
| Performance Indicators 36 | |
| General operational performance and indicators 36 | |
| General operational performance - The Group's economic results 37 | |
| General operational performance – Financial situation 39 | |
| General operational performance – Investments 41 Schedules of the interim financial report 42 |
|
| Consolidated assets and liabilities statement 43 | |
| Income statement and Comprehensive consolidated income statement 44 | |
| Statement of changes in consolidated shareholders' equity 45 | |
| Consolidated statement of cash flows 46 | |
| EXPLANATORY NOTES 47 | |
| Company information 47 | |
| General drafting criteria and compliance with IFRS 47 | |
| Financial statements representation 48 | |
| Measurement criteria 48 | |
| Business combinations 48 | |
| Consolidation area and principles 49 | |
| Synthesis data of companies consolidated on a line-by-line basis 50 | |
| COMMENTS ON THE MAIN CONSOLIDATED BALANCE SHEET ITEMS 52 | |
| Non-current assets 52 | |
| Current assets 59 | |
| Consolidated shareholders' equity 63 | |
| Non-current liabilities 64 | |
| Current liabilities 68 |
| Revenues 72 | |
|---|---|
| Financial income and charges 78 | |
| Taxes 79 | |
| Non-recurrent components 79 | |
| Transactions deriving from unusual and/or atypical operations 79 | |
| Business combinations 80 | |
| Commitments and risks 83 | |
| Risk and uncertainty factors 83 | |
| Management of Capital 85 | |
| Representation of financial assets and liabilities by category 86 | |
| Transactions with related parties 88 | |
| Financial statements representation pursuant to Consob resolution 15519/2006 91 | |
| Consolidated assets and liabilities statement 91 | |
| Comprehensive consolidated income statement 92 | |
| Consolidated statement of cash flows 93 | |
| Consolidated net debt 94 Significant events subsequent to the end of the first quarter of 2022 95 |
|
| Goals and policies of the Group 96 | |
Annexes:
| Name | Office | Duration of office |
From | To |
|---|---|---|---|---|
| Cecconato Nicola | Chairman of the Board of Directiors and CEO |
2020-2022 | 29/05/2020 | Approval of budget 2022 |
| Pietrobon Greta | Indipendet Director* | 2020-2022 | 29/05/2020 | Approval of budget 2022 |
| Quarello Enrico | Director** | 2020-2022 | 29/05/2020 | Approval of budget 2022 |
| Bet Roberto | Director | 2020-2022 | 29/05/2020 | Approval of budget 2022 |
| Geronazzo Mariachiara | Indipendet Director | 2020-2022 | 29/05/2020 | Approval of budget 2022 |
| Vecchiato Luisa | Indipendet Director*** | 2020-2022 | 29/05/2020 | Approval of budget 2022 |
| Novello Cristian | Indipendet Director | 2020-2022 | 29/05/2020 | Approval of budget 2022 |
The Board of Directors was appointed by the Ordinary Shareholders' Meeting held on 29th May 2020 and has been in office since 4th June 2020.
(*) Pietrobon Greta was appointed as the Lead Independent Director by the Board of Directors on 28th January 2021;
(**) Quarello Enrico was an independent director until 28th January 2021 and, subsequently, a non-independent director;
(***) Vecchiato Luisa was a non-independent director until 28th January 2021 and, subsequently, an independent director.
| Name | Office | Duration of office |
From | To |
|---|---|---|---|---|
| Salvaggio Giovanni | President of the Board of Auditors | 2020-2022 29/05/2020 | Approval of budget 2022 | |
| Moro Barbara | Statutory Auditor | 2020-2022 29/05/2020 | Approval of budget 2022 | |
| Biancolin Luca | Statutory Auditor | 2020-2022 29/05/2020 | Approval of budget 2022 |
| In-Company Control Committee |
From | To | In-Company Control Committee |
From | To |
|---|---|---|---|---|---|
| Novello Cristian | 08/06/2020 | Approval of budget 2022 | Pietrobon Greta | 08/06/2020 | Approval of budget 2022 |
| Bet Roberto | 08/06/2020 | Approval of budget 2022 | Quarello Enrico | 08/06/2020 | Approval of budget 2022 |
| Geronazzo Mariachiara | 08/06/2020 | Approval of budget 2022 | Vecchiato Luisa | 08/06/2020 | Approval of budget 2022 |
Ascopiave S.p.A. Via Verizzo, 1030 I-31053 Pieve di Soligo - TV Italy Tel: +39 0438 980098 Fax: +39 0438 964778 Share Capital: Euro 234,411,575 fully paid up VAT ID 03916270261
Tel. +39 0438 980098 Fax +39 0438 964778 e-mail: [email protected]
| First quarter | |||||||
|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | 2022 | % of revenues | 2021 | % of revenues | |||
| Revenues | 34,139 | 100.0% | 38,456 | 100.0% | |||
| Gross operative margin | 13,163 | 38.6% | 15,777 | 41.0% | |||
| Operating result | 2,886 | 8.5% | 6,996 | 18.2% | |||
| Net result for the period | 11,963 | 35.0% | 13,619 | 35.4% |
The gross operating margin (EBITDA) is the result before amortisation/depreciation, write-down of receivables, financial management and taxes.
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Net working capital | (2,742) | 2,431 |
| Fixed assets and other non current assets | 1,352,766 | 1,261,819 |
| Non-current liabilities (excluding loans) | (52,145) | (48,259) |
| Net invested capital | 1,297,878 | 1,215,991 |
| Net financial position | (403,334) | (347,485) |
| Total Net equity | (894,544) | (868,505) |
| Total financing sources | (1,297,878) | (1,215,991) |
Please note that "Net working capital" means the sum of inventories, trade receivables, tax receivables, other current assets, accounts payable, tax payables (within 12 months), and other current liabilities.
| First quarter | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | ||
| Total comprehensive income | 16,593 | 13,770 | ||
| Cash flows generated (used) by operating activities | 28,888 | 53,543 | ||
| Cash flows generated/(used) by investments | (50,173) | (10,932) | ||
| Cash flows generated (used) by financial activities | 104,277 | (19,039) | ||
| Variations in cash | 82,993 | 23,572 | ||
| Cash and cash equivalents at the beginning of the period | 42,539 | 21,902 | ||
| Cash and cash equivalents at the end of the period | 125,533 | 45,475 |
The Ascopiave Group closed the first quarter of 2022 with a net consolidated profit of Euro 12.0 million (Euro 13.6 million as of 31st March 2021), marking a decrease of Euro 1.7 million compared to the same period in the previous year.
Net consolidated assets as of 31st March 2022 amount to Euro 894.5 million (Euro 868.5 million as of 31st December 2021), and the net invested capital to Euro 1,297.9 million (Euro 1,216.0 million as of 31st December 2021).
During the first quarter of 2022, the Group accomplished investments for Euro 13.1 million (Euro 11.0 million in the first quarter of 2021), mainly in the installation of electronic metres, as well as in the development, maintenance and modernisation of gas distribution networks and facilities for Euro 10.8 million (Euro 10.5 million in the first quarter of 2021).
The operating results achieved by the Estenergy Group are recorded for the quota attributable to the Group (48%) in the item "Net result of companies consolidated using the equity method".
Ascopiave mainly operates in the sector of natural gas distribution. The Group currently holds concessions and direct assignments for the management of gas distribution in 268 municipalities and has a distribution network extending for approximately 13,000 km, providing services to a catchment area of about 778,000 users.
The Group is present, in addition to other sectors connected with its core business, such as cogeneration and heat management, also in the water sector, being a shareholder and technological partner of Cogeide, a company operating in integrated urban water management in 15 municipalities, serving over 100 thousand inhabitants through a network of 880 km.
The Group is also present in the renewable energy sector, with 28 hydroelectric plants and wind turbines.
Ascopiave aims to pursue a strategy focused on the creation of value for its stakeholders, by maintaining the level of excellence in the quality of the services offered, respecting the environment and addressing the social needs of the local community.
The Group intends to consolidate its leadership in the gas sector on a regional level and aims to reach a prominent position also at the national level, leveraging the liberalisation process currently underway. In this respect, Ascopiave follows a development strategy whose main guiding principles are dimensional growth, diversification in other divisions of the energy sector in synergy with the core business and the improvement of operating processes.
The volumes of gas distributed through the networks managed by the Group were 640.7 million cubic metres, with a decrease of 4.4% compared to the first quarter of 2021.
The distribution network as of 31st March 2022 has an extension of 13,002 km, up 69 km compared to the same period in the previous year.
The 28 plants for the production of electricity from renewable sources, with a total rated capacity of 62.5 MW, produced 14.1 Gwh in the first quarter of the year, a figure heavily influenced by the severe drought during the period in question.
Consolidated revenues in the first quarter of 2022 are to the tune of Euro 34.1 million, as compared to Euro 38.5 million recorded in the same period of the previous year.
The Operating Result of the Group equals Euro 2.9 million, down 4.1 million compared to the first quarter of 2021.
The Net Result, equalling Euro 12.0 million, marks a decrease of Euro 1.7 million compared to the same period in the previous year.
The Net Financial Position of the Group as of 31st March 2022 is equal to Euro 403.3 million, up Euro 55.8 million compared to Euro 347.5 million as of 31st December 2021.
The increase in financial debt is determined by the cash flow of the period (given by the sum of the net result and amortisation/depreciation and write-downs), which generated resources for Euro 22.3 million, by the management of net current assets, which generated financial resources for Euro 8.4 million, by investments, which entailed the disbursement of Euro 58.4 million and company acquisitions which resulted in an increase in the net financial position of Euro 28.1 million.
The ratio Net financial position to Net equity as of 31st March 2022 was 0.45 (0.40 as of 31st December 2021).
The table below shows the company structure of the Ascopiave Group as of 31st March 2022.
As of 31st March 2022, the Ascopiave share registered a quotation of Euro 3.445 Euro per share, down 1.7 percentage points as compared to the listing at the beginning of 2022 (3.505 Euro per share, referred to the quotation of 3rd January 2022).
Capitalisation of the Stock Exchange as of 31st March 2022 was Euro 816.17 million1 (Euro 814.80 million as of 30th December 2021).
During the first quarter of 2022, the quotation of the shares showed a decrease (-1.7%). In the same period, the FTSE Italia All Share and FTSE Italia Star indices decreased by 10.0% and 15.0% respectively. The sectorial index FTSE Italia Utenze decreased by 10.8%.
1 The Stock exchange capitalisation of the main listed companies active in the local public services (A2A, Acea, Acsm-Agam, Hera and Iren) as of 31st March 2022 equalled Euro 17.1 billion. Official data from Borsa Italiana (www.borsaitaliana.it).
In the following table, we report the main shares and stock-exchange data as of 31st March 2022:
| Share and stock-exchange data | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Earning per share (Euro) | 0.06 | 0.06 |
| Net equity per share (Euro) | 4.08 | 4.01 |
| Placement price (Euro) | 1.800 | 1.800 |
| Closing price (Euro) | 3.445 | 3.905 |
| Max. annual price (Euro) | 3.630 | 3.910 |
| Min. annual price (Euro) | 3.230 | 3.585 |
| Stock-exchange capitalization (Millions of Euro) | 816 .17 |
913.12 |
| No. Of shares in circulation | 216,709,997 | 216,644,717 |
| No. Of shares in share capital | 234,411,575 | 234,411,575 |
| No. Of own share in portfolio | 17,701,578 | 17,766,858 |
As of 31st March 2022, Asco Holding S.p.A. directly controls the majority of Ascopiave S.p.A.'s share capital as shown below.
The share composition of Ascopiave S.p.A., according to the number of shares held by the shareholders of the total shares forming the share capital, is as follows:
Internal processing based on information received from Ascopiave S.p.A. pursuant to art. 120, Consolidated Financial Law and on the basis of information in the possession of the Company.
During the first quarter of 2022, Ascopiave S.p.A. continued developing the corporate governance process outlined in the previous years, strengthening the risk management system and introducing further improvements to the tools in order to defend investors' benefits.
The activity plan of the Internal Audit structure is approved yearly by the Board of Directors of the Company. In particular, the audit activities included in the above-mentioned activity plan, based on a process for prioritising the main risks, concern both areas of compliance and business processes related to the business areas deemed highly strategic.
The Manager in charge of drafting accounting and corporate records, helped by the Internal Auditing Supervisor and the Compliance Function, has reviewed the adequacy of the administrative and accounting procedures and has continued to monitor the procedures deemed relevant for reporting financial information. To this end, the Company has adopted new tools of continuous auditing, enabling the automation of the control procedures.
Ascopiave S.p.A. and all its Subsidiaries have adopted an Organisation, Management and Control Model, updated by the Board of Directors on 11th November 2021; they have also embraced the Code of Ethics of the Parent company Ascopiave. On 10th September 2021, the Board of Directors of Ascopiave S.p.A. approved an update of the Code of Ethics of the Ascopiave Group.
The Company, assisted by the Supervisory Board, constantly monitors the efficiency and adequacy of the Model adopted.
Ascopiave S.p.A. has approved the "Ascopiave Group Whistleblowing Procedure", adopted by all Group subsidiaries, an integral part of the 231 Model (annex 3 of 231 Model). Complaints are handled by an "Alert Committee".
The Company has also continued promoting, disseminating and raising awareness of the Code of Ethics as concerns all its stakeholders, especially with business and institutional parties.
The 231 Model and the Code of Ethics are available in the corporate governance section at www.gruppoascopiave.it.
The Group has the following transactions with related parties with the following types of operating costs:
The Group has the following transactions with related parties with the following types of operating revenues:
During the first quarter of 2022, the transactions with the companies involved in the partnership produced revenues in relation to the following types of service:
As regards the national tax consolidation agreement and the relevant transactions, in 2019 and 2021 the companies of the Ascopiave Group, subsidiaries as of 31st December 2019, joined a new national tax consolidation agreement with the parent company Ascopiave S.p.A..
We would like to point out that these relations are characterised by the highest transparency and are performed on an arm's length basis. As regards each relationship, please see the Explanatory Notes.
| Trade | Other | Trade | Other | Costs | Revenues | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | receivables | receivables | payables | payables | Goods | Services | Other | Goods | Services | Other |
| Parent company | ||||||||||
| Asco Holding S.p.A. | 45 | 174 | 12 | 0 | 0 | 12 | 0 | 0 | 45 | 0 |
| Total parent company | 45 | 174 | 12 | 0 | 0 | 12 | 0 | 0 | 45 | 0 |
| Affiliated companies | ||||||||||
| Asco TLC S.p.A. | 22 | 0 | 125 | 0 | 0 | 187 | 0 | 0 | 17 | 0 |
| Total affiliated companies | 22 | 0 | 125 | 0 | 0 | 187 | 0 | 0 | 17 | 0 |
| Subsidiary companies | ||||||||||
| Amgas Blu S.r.l. | 90 | 0 | 7 | 7 | 0 | 0 | 0 | 0 | 90 | 0 |
| Ascotrade S.p.A. | 3,427 | 0 | 7 | 7 | 0 | 0 | 0 | 6,359 | 811 | 155 |
| Blue Meta S.p.A. | 890 | 0 | 7 | 7 | 0 | 0 | 0 | 1,651 | 175 | 56 |
| Etra Energia S.p.A. | 79 | 0 | 7 | 7 | 0 | 0 | 0 | 19 | 23 | 2 |
| Ascopiave Energie S.p.A. | 657 | 0 | 27 | 7 | 0 | 0 | 0 | 1,013 | 197 | 25 |
| Estenergy S.p.A. | 1,258 | 0 | 7 | 7 | 0 | 0 | 0 | 3,020 | 0 | 54 |
| ASM Set S.r.l. | 240 | 0 | 308 | 291 | 0 | 17 | 0 | 776 | 46 | 31 |
| Total subsidiary companies | 6,641 | 0 | 315 | 333 | 0 | 17 | 0 | 12,837 | 1,341 | 323 |
| Total | 6,709 | 174 | 452 | 333 | 0 | 216 | 0 | 12,837 | 1,404 | 323 |
The table below shows the economic and financial nature of the transactions described above:
On 5th January 2022, pursuant to current laws and regulations, Ascopiave announced that an updated version of the essential information relating to the Shareholders' Agreement signed on 16th March 2020 was published in the Corporate Governance section of the website www.gruppoascopiave.it. Only the number of the voting rights held by some signatory shareholders was updated due to the introduction of increased voting rights, as notified by Ascopiave on 7th October 2021 and 5th November 2021. Pursuant to Articles 65-quinquies, 65-sexies and 65-septies of the Issuers' Regulation, the document was made available to the public at the registered office, at Borsa Italiana S.p.A., on the authorised storage mechanism "eMarket Storage" () provided by Spafid Connect S.p.A., as well as in the Corporate Governance section of the website www.gruppoascopiave.it.
On 21st January 2022, the Ascopiave Group announced that it had acquired, through the subsidiary Asco Renewables S.p.A., a 60% stake in the capital of Salinella Eolico S.r.l., belonging to Renco S.p.A.. Salinella Eolico S.r.l., whose remaining 40% stake is held by Renco S.p.A., plans to build a wind farm in the Province of Catanzaro with a rated capacity of up to 21 MW; the competent authorities have already granted part of the authorisations, while the pending permits are well underway. The wind farm will be erected by Renco S.p.A. and entail a total investment of approximately Euro 30 million.
On 28th January 2022, Ascopiave S.p.A. announced the finalisation of an additional investment in the renewable energy sector, specifically in the hydroelectric and wind power segments, as stated in the 2020-2024 Strategic Plan.
The investment consisted in the acquisition by Ascopiave of the 79.74% majority stake held by Supermissile S.r.l. in the share capital of Eusebio Energia S.r.l. ("Eusebio"), a company operating in the energy sector.
Eusebio has 22 plants for the production of electricity from renewable sources, of which 21 hydroelectric plants, for a total capacity of 44 MW, located in Lombardy and Veneto, and a wind farm, consisting of 14 turbines of 1 MW each, located in Campania.
The price paid upon closing for the acquisition of the above-mentioned majority stake is Euro 44.8 million, featuring an earn-out clause. Eusebio's estimated net financial position at 31st December 2021 is Euro 18.5 million. The company's preliminary EBITDA for 2021 is estimated at approximately Euro 13 million. In 2022, a profit in line with the figures of the previous year is expected, gross of the compensations introduced in recent regulations.
On 31st January 2022, the Board of Directors approved the Group's 2021-2025 strategic plan.
The plan confirms the strategic guidelines drawn up last year, outlining a process of sustainable growth both in the core business of gas distribution and in new areas, specifically in the renewable energy sector – which the Group has recently penetrated through the M&A operations finalised in the past two months – and in the green gas segment.
The Company announced that such development will not affect the balance of the financial structure, ensuring a stable and profitable distribution of dividends.
Economic and financial highlights:
The plan develops a scenario that will leverage the tenders won by the Group, if any, for the gas distribution service in the relevant minimum territorial areas. This opportunity, which depends, among other things, on the actual publication schedule of the calls for tenders, involves a further estimated growth in EBITDA of Euro 16 million by 2025 and an increase in investments of Euro 59 million.
On 7th March 2022, Ascopiave S.p.A. announced that the increase in the voting rights in relation to 7,149,505 ordinary shares of the Company became effective pursuant to art. 127-quinquies of Italian Legislative Decree 98/1998 and art. 6 of the Articles of Association of Ascopiave. For the sake of completeness, on the same date Ascopiave also announced that – pursuant to art. 6.11 of the Articles of Association of Ascopiave – in December 2021, 45,000 ordinary shares were cancelled from the Special List, subsequent to a communication from the intermediary of the shareholder Asco Holding S.p.A., received by the person in charge of managing the Special List, stating the loss of the right in rem legitimising the registration in the Special List. Such shares had been registered in the Special List on 26th March 2020. Therefore, on 7th March 2022, Ascopiave ordinary shares with increased voting rights amount to 150,822,524 shares. Article 6 of the Articles of Association of Ascopiave attributes two votes to each share which has belonged to the same shareholder for an uninterrupted period of at least twenty-four months from the date of registration in the Special
The Company has published, on the basis of the information in its possession, the data relating to the outstanding shares and the number of voting rights that can be exercised.
List established pursuant to art. 6.8 of the Articles of Association.
Between February and March 2022, a war broke out between Russia and Ukraine, and international geopolitical tension escalated day by day. NATO countries have condemned the Russian invasion of Ukraine and introduced increasingly stringent sanctions against Russia. The situation of uncertainty and the still persisting international crisis have significantly revived the inflationary trend which has resumed strongly, primarily affecting the price of natural gas and oil, which in turn has impacted other consumer goods which, for their manufacture or transport, require the consumption of energy. All this would seem to confirm a strong uncertainty in the economy, as well as the volatility of commodity prices, even in the remaining months of 2022.
The state of health emergency caused by the spread of the SarsCov2 virus, begun in the first months of 2020 and which struck the entire world, including severely Italy, was repeatedly extended and was finally declared closed on 31st March 2022 by the Government, which also dissolved the Technical-Scientific Committee established for this purpose. However, in the first quarter of 2022, the variants of the virus infected a record number of employees, so much so that in 90 days there were more cases than in the two previous years, albeit with minor symptoms and without the need for hospitalisation. The Group has carefully and constantly monitored, since the outbreak in 2020 and throughout the emergency, the evolution of the situation in the area where its activities are located, but also the development of the pandemic at an international level, operating in absolute compliance with the decrees issued by the bodies in charge, both at national and local level, prioritising the health and safety of workers to such an extent that, a few days after the establishment of the lockdown by the Government, the necessary measures were quickly activated in order to enable almost all employees to work remotely in agile method, then revoked and reintroduced based on the epidemic trend, while guaranteeing business continuity in all permitted activities. The same level of attention and prevention adopted in 2020 and regularly fine-tuned on the basis of the evolution of the health situation and the directives issued by the Government in the following two years has enabled the company to continue conducting its business and providing its services. The Group's Management has always monitored, by using external indicators and internally processed values, the impacts of the epidemic in terms of performance, in order to be able to introduce any corrective measures aimed at mitigating any effects on the execution of the business. Thanks to the remedies already implemented in the previous financial year, the negative economic and financial effects did not affect the final results of the Group, as they were offset by the positive effects deriving from careful organisation. It will take time to go back to normal, and some measures are still in force, consequently the Management continues to constantly monitor the general situation so as to be able to promptly respond if the crisis flares up.
On 1st April 2021, the Consortium made up of Ascopiave S.p.A., ACEA S.p.A. and Iren S.p.A. announced the closing of the agreement with the A2A Group for the acquisition of some assets relating to the natural gas distribution service, as mentioned in the press release dated 31st December 2021.
The business acquired through the operation boasts about 157,000 users, distributed in 8 Italian regions, belonging to 24 Territorial Areas, and over 2,800 km of network.
The assets of interest to Ascopiave S.p.A. consist of concessions in 15 Territorial Areas located in Veneto, Friuli Venezia Giulia and Lombardy, for a total of approximately 114,300 redelivery points. The value of the acquired assets in terms of enterprise value is Euro 73.2 million, including the 79.37% investment in Serenissima Gas S.p.A., the holder of a portion of the concessions involved (about 41,700 redelivery points).
The assets of interest to ACEA S.p.A. consist of concessions in 5 Territorial Areas: 2 in the Abruzzi, 2 in Molise and 1 in Campania, totalling approximately 30,700 redelivery points. The enterprise value is Euro 35.8 million.
The assets of interest to Iren S.p.A. consist of concessions in 4 Territorial Areas (1 in Lombardy and 3 in Emilia-Romagna) totalling approximately 12,000 redelivery points. The enterprise value is Euro 16.4 million; the condition precedent for the transfer of the business unit owned by Retragas was not met, therefore the unit is currently excluded from the scope of consolidation.
Subsequent to the date of the quarterly report, specifically on 7th April 2022 and 6th May 2022, Ascopiave S.p.A. announced that the increase in the voting rights of some additional ordinary shares of the Company became effective pursuant to art. 127-quinquies of Italian Legislative Decree 98/1998 and art. 6 of the Articles of Association of Ascopiave.
Consequently, as of today, there are 159,965,485 Ascopiave's ordinary shares with increased voting rights. Please remember that article 6 of the Articles of Association of Ascopiave attributes two votes to each share which has belonged to the same shareholder for an uninterrupted period of at least twenty-four months from the date of registration in the Special List established pursuant to art. 6.8 of the Articles of Association.
The Company has published, on the basis of the information in its possession, the data relating to the outstanding shares and the number of voting rights that can be exercised.
On 25th April 2022, pursuant to current laws and regulations, Ascopiave S.p.A. announced that an updated version of the essential information relating to the Shareholders' Agreement signed on 16th March 2020 was published in the Corporate Governance section of the website www.gruppoascopiave.it. Only the number of the voting rights held by some signatory shareholders was updated due to the introduction of increased voting rights; furthermore, some signatory shareholders transferred to the agreement some additional Ascopiave S.p.A.'s shares.
Pursuant to Articles 65-quinquies, 65-sexies and 65-septies of the Issuers' Regulation, the document was made available to the public at the registered office, at Borsa Italiana S.p.A. (www.borsaitaliana.it), on the authorised storage mechanism "eMarket Storage" () provided by Spafid Connect S.p.A., as well as in the Corporate Governance section of the website www.gruppoascopiave.it.
The Ordinary Shareholders' Meeting of Ascopiave S.p.A. convened on 28th April 2022, chaired by Mr Nicola Cecconato. The ordinary Shareholders' Meeting approved the financial statements for the year and acknowledged the Group's consolidated financial statements as at 31st December 2021, and resolved to distribute an ordinary dividend of 0.165 Euro per share, totalling Euro 35.8 million, an amount calculated on the basis of the outstanding shares at the reporting date of the year ended 2021. The ordinary dividend was paid on 4th May 2022, with dividend date (coupon identified with no. 18) on 2nd May 2022 and record date on 3rd May 2022.
The Shareholders' Meeting also approved with binding vote the first section of the Report on the remuneration policy and on the fees paid prepared pursuant to article 123-ter of Italian Legislative Decree dated 24th February 1998, no. 58 ("TUF" - Consolidated Finance Law) (i.e. the remuneration policy for the year 2022).
Furthermore, the Shareholders' Meeting expressed a favourable advisory vote on the second section of the Report on the remuneration policy and on the fees paid prepared pursuant to article 123-ter of TUF (i.e. the report on the fees paid in 2021).
Finally, the Shareholders' Meeting approved the authorisation for the purchase and sale of treasury shares, subject to revocation of the previous authorisation granted by the Shareholders' Meeting on 29th April 2021, for the nonexecuted portion.
On 28th April 2022, Ascopiave S.p.A. announced the publication, in the "Sustainability" section of its website, of the 2021 Sustainability Report, approved by the Board of Directors of Ascopiave S.p.A. on 21st April 2022 after obtaining the favourable opinion of the Sustainability Committee. The Sustainability Report illustrates the Company's commitment to Environmental, Social and Governance aspects and outlines the actions taken by the Ascopiave Group in the field of corporate social responsibility.
As regards the objectives applicable to the Group's natural gas distribution companies in relation to energy efficiency certificates (EEC), with the publication of Ministerial Decree dated 21st May 2021, the 2020 target was considerably reduced, the quantities of certificates under the objectives for the four-year period 2021-2024 were determined, and the deadline for the delivery of certificates, normally set on 31st May, was postponed to 16th July (for the year 2021). As a result of the amendments introduced by the decree to the 2020 target, with the delivery on 16th July 2021 and with the down payment on 30th November 2021, all the group companies have completed the 2019 target, fulfilled the minimum share of the 2020 objective and delivered part of the 2021 target, the latter within the legal terms. As regards the 2022 objective, the Group distribution companies which are consolidated on a line-by-line basis must deliver 34,458 energy efficiency certificates.
Subscription, with the Municipalities involved, of a convention for the adoption of a shared procedure aimed at the agreed quantification of the "Residual Industrial Value" of the networks
At least until Ministerial Decree 226/2011, there were no laws and/or regulations which precisely defined the methods and criteria to determine the R.I.V. of the plants and which could therefore complement the contractual clauses, often deficient.
Legislative Decree no. 164/2000 as well, until the recent amendment introduced in the first place with Law Decree 145/2013, and then Law 9/2015, merely referred to Royal Decree 2578/1925 which, however, ratified the method of the industrial estimate without setting precise assessment parameters.
were paid for a total amount of Euro 62,132 thousand.
During 2015, Ascopiave S.p.A. made available to the Municipalities belonging to the Minimum Territorial Areas of Treviso 2 - Nord and Venezia 2 – Entroterra and Veneto Orientale (69 municipalities out of 92), an update of the valuations of the plants as of 31st December 2014. Subsequently, in the two-year period 2016-2017, the municipalities belonging to the Treviso 2 - Nord and some municipalities belonging to the Treviso 1 - Sud area were provided with an update as of 31st December 2015, by applying the valuation criteria agreed upon and by providing a calculation of the assessment of private contributions to be deducted from the residual industrial value pursuant to Law 9/2014.
The contracting authorities in the territorial areas of Treviso 2 - Nord and Venezia 2 – Entroterra and Veneto Orientale
sent ARERA the assessments of the reimbursements of some municipalities for the purposes of the verifications stated in the legislation. The Authority made some observations (then forwarded by the same contracting authorities) against which AP Reti Gas filed its counterclaims.
Litigations
As of 31st March 2022 no litigations are pending.
As of 31st March 2022 litigations are pending.
As of 31st March 2022, the following are pending:
The Municipality of Sovizzo initiated before the Court of Vicenza a civil Judgment with writ of summons served on AP Reti Gas S.p.A. on 21st February 2019. The Entity requires the payment of a concession fee amounting to Euro 65,000/year as from 1st January 2013.
The reply briefs were filed in February and March 2020.
With Sentence dated 10th December 2021, the single judge accepted the request of the Municipality and ordered AP Reti Gas to pay 65,000 Euro/year, from 2013 until the end of the current management.
The Company disagrees with the ruling and deems it illegitimate, and consequently filed an appeal within the applicable deadline (16th January 2022).
Three administrative proceedings, pending before the Regional Administrative Court of Veneto, initiated by AP Reti Gas for the cancellation of the Municipal Council Resolutions no. 92, 85 and 70 passed in 2020, by which the three Municipalities approved the respective estimates of the residual value of the plants, prepared by the technician appointed by the Contracting Authority (Metropolitan City of Venice) in accordance with the ministerial guidelines, and not, as required by art. 15, paragraph 5 of Italian Legislative Decree 164/2000 and as done previously, in application of the duly and promptly shared contractual criteria, with a value recognised to AP Reti Gas which is lower, respectively, by approximately Euro 412 thousand, Euro 375 thousand and Euro 48 thousand.
The Municipality of Concordia Sagittaria (again at the request of the Local Contracting Authority) issued an additional City Council Resolution (No. 3/2022) approving another estimate (again in accordance with the ministerial guidelines) which, albeit marginally, further reduces the reimbursement value to be paid to AP Reti Gas. The Company, therefore, has filed an appeal with additional reasons.
At present, there are no further procedural documents.
Two administrative proceedings, pending before the Regional Administrative Court of Veneto, initiated by AcegasApsAmga (assignor of AP Reti Gas Nord Est), against the Municipalities of Albignasego and Cadoneghe, relating to the ownership of the networks in the parcelled areas.
At present there is no legal activity. AP Reti Gas Nord Est will probably drop the aforementioned disputes.
As of 31st March 2022, the following are pending:
An appeal to the Regional Administrative Court of Lombardy – Milan against the ARERA, for the cancellation of the Resolutions ARG/gas 310 and 414/2014 related to the methods for assessing the RAB RIV delta, pursuant to art. 15, paragraph 5 of Legislative Decree 164/2000 (current text) when the difference is higher than 10%. To date, there are
no further procedural steps.
Resolutions 310 and 414 were formally repealed by Resolution 905/2017 which, however, essentially reiterated the same regulation. Ascopiave S.p.A., therefore, together with other appellants AP Reti Gas S.p.A. (as assignee of Ascopiave and entity to which the legislation applies), in order to avoid the declaration stating that the appeal would in any case be of no benefit to the claimants, appealed Resolution 905/2017 with "additional grounds".
On 3rd December 2019, the Company was notified of the imminent expiration of the proceedings. The Company has consequently filed the request for scheduling a hearing, within the deadlines set.
AP Reti Gas S.p.A. (together with other primary operators of the gas and electricity distribution services, as well as with the intervention, ad adiuvandum, of Utilitalia) filed an appeal before the Regional Administrative Court for Lazio - Rome, for the cancellation of the ANAC Guidelines no. 11/2018, pursuant to art. 177 of Legislative Decree 50/2016.
Article 177 of Legislative Decree 50/2016 establishes that, from 18th April 2018, the holders of concessions whose amount is equal to or greater than Euro 150,000, if identified "without a tender procedure", will have to assign a share equal to 80% of their contracts through public tender procedures, for the remaining portion being able to resort to in-house or subsidiary/affiliate companies.
ANAC is in charge of supervision in accordance with the methods set out in its own Guidelines (no. 11/2018).
Such Guidelines - even though formally they do not produce binding effects on the matter - establish that the concessionaire is required to put out to tender (as they are included in the percentage of 80%) all the activities performed during the concession, including those performed directly with own means and resources, thereby drawing an outsourcing obligation from the regulation. The Special Committee of the Council of State considered this interpretation correct, but noted that, construed in this way, art. 177 could be unconstitutional.
When applied in this way, the regulation would have an extremely significant impact both on the business choices and employment levels of the Companies holding concessions with assignments without tenders (moreover, perfectly lawful at the time of their assignment).
Article 177, construed in this way, therefore, seems illegitimate both with regard to constitutional principles (e.g. free economic initiative pursuant to Article 42 of the Italian Constitution), and with regard to the "prohibition on worsening" sanctioned by Community law.
In this context, AP Reti Gas S.p.A., as the Group's main distribution company, challenged the aforementioned Guidelines, also raising the question of constitutional and Community legitimacy with regard to the primary rule.
Furthermore, on 2nd November 2018, ANAC, subsequent to a simple collection of data related to all existing concessions in any sector, submitted a report to the Government and Parliament on the state of the concessions (focusing in particular on the gas sector) stating that the latter would not comply with the regulations in force. As a precaution, the Appeal was supplemented with additional grounds concerning the aforementioned Report. The discussion hearing was held on 22nd May 2019.
The Regional Administrative Court, in line with previous rulings related to the proceedings brought by other operators, with Judgement no. 9326, published on 15th July, declared the appeal of AP Reti Gas inadmissible because the
documents challenged are incapable of causing detriment.
The "positive" aspect of the ruling concerns the "disqualification" of the Guidelines no. 11 by the TAR. The Judges, in fact, considered the Guidelines as merely interpretative documents, as far as Part I is concerned, and not immediately detrimental documents, as far as Part II is concerned.
Specifically, Part I would not be suitable to identify the subjects required to apply art. 177 and/or the scope and methods of application of art. 177, but would only "outline principles of a general nature aimed at helping the administrations to which they are addressed to interpret the matter...".
Part II, on the other hand, although self-qualified as "binding", would not have an immediately detrimental nature because "... the economic operators who decide not to comply with the indications contained therein due to the peculiarity of the concession relationship do not immediately incur the penalty".
Law Decree no. 32/2019, converted into Law no. 55/2019, extended the deadline contained in paragraph 2 of art. 177 which now reads: "The existing concessions stated in paragraph 1 must comply with the aforementioned provisions by 31st March 2022".
AP Reti Gas filed an appeal.
Furthermore, as a merely prudential measure, essentially in order to avoid objections due to lack of interest, the Company also challenged ANAC Resolution 570/2019 (which approved the updated text of the Guidelines 11, although
basically identical to the previous one).
The appeal trial is currently suspended because, in a similar appeal, the Council of State raised the issue of the constitutional legitimacy of art. 177 of Italian Legislative Decree 50/2016.
With Sentence no. 218/2021 dated 5th October 2021, the Constitutional Court declared the constitutional illegitimacy of art. 177 of Legislative Decree 50/2016 (as well as the corresponding delegated law). Consequently, the Council of State, once the proceedings are resumed, will have to declare the illegitimacy of the contested guidelines (as they derive from the (unconstitutional) legal provision stated in art. 177)).
In a similar appeal filed by another company, the Council of State has already confirmed the above. The ruling pertaining to the appeal lodged by AP Reti Gas should therefore be issued soon.
An appeal before the Regional Administrative Court of Lazio – Rome was brought by AP Reti Gas (together with other primary operators of gas and electricity distribution services), for the cancellation of the Press Release of ANAC's Chairman dated 16th October 2019. Such provision basically intended to extend the obligations of the contracts under Legislative Decree 50/2016 (e.g. acquisition of CIG - Contract Reference Number - and payment of ANAC contribution) also to those contracts which are excluded from and even unrelated to the application of the Code.
After consulting other leading operators belonging to Utilitalia, AP Reti Gas, as the largest distribution company of the Ascopiave Group, for merely prudential reasons (as Press releases are not considered sources of mandatory rules), decided to file an appeal, notified on 24th December 2019.
With Sentence no. 2607/2022, the Regional Administrative Court of Lazio upheld the appeal brought by AP Reti Gas and revoked the challenged measure, on the grounds that the Chairman had no jurisdiction to issue such deed.
AP Reti Gas (together with other primary operators of gas distribution services) filed an appeal with the Regional Administrative Court of Lombardy – Milan against ARERA, for the cancellation of Resolution 570/2019/R/gas, illustrating the "tariff regulation of gas distribution and metering services for the 2020-2025 period". The new regulatory framework envisages a strong and unjustified reduction in the tariff items covering the operating costs recognised to distributors. The appeal was filed on 25th February 2020.
With an appeal for additional grounds, filed within the applicable terms (24th May 2021), ARERA Resolution no. 117/2021/R/gas published on 23rd March 2021, containing the "Determination of the final reference tariffs for gas distribution and metering services, for the year 2020", was appealed. The Company in fact considered that the provision, as a measure resulting from the tariff regulation stated in resolution no. 570/2019, may also be detrimental to AP Reti.
Subsequent to the appeal by Italgas Reti, the Regional Administrative Court of Lombardy, with Judgement no. 1517 dated 04/08/2020, partially accepted the request of Italgas Reti, ordering ARERA to submit the documents used for determining the rate of return on invested capital (beta parameter).
Subsequently, Italgas initiated first a "compliance" procedure, aimed at enforcing the Judgement, then challenged it (obviously, for the non-accepted portions).
Both measures were notified to AP Reti, as a mere Third-Party Counterparty.
The Company, in order to protect its legitimate interests, which only partially coincide with those of Italgas Reti, decided to intervene in the two judgments.
As regards the appeal pending before the Council of State, on 16th February 2022, Italgas filed a declaration stating that the company was no longer interested in continuing the proceedings.
AP Reti Gas S.p.A. filed an appeal with the Regional Administrative Court of Veneto against the award to Italgas Reti of the "Belluno" territorial tender, notified on 29th June 2020.
The main reasons essentially concern anomalies, therefore the concrete sustainability of Italgas Reti's bid. Certain irregularities of the procedure are also contested.
Subsequent to the outcome of the accesses to the procedure documents performed on two different occasions, two appeals were filed for additional grounds.
In turn, Italgas Reti filed a cross-appeal against AP Reti Gas.
The appeal filed by AP Reti Gas pursuant to art. 116 of the Administrative Procedure Code, in order to access the
parts of the tender indicated by Italgas as covered by secrecy, was accepted by order dated 16th October 2020. Italgas Reti lodged an appeal. With injunction published on 6th April 2021, the Council of State accepted the appeal and, overturning the ruling of the Regional Administrative Court, denied access to the tender documents covered by secrecy.
With respect to the main appeal, on 2nd September 2020 the parties waived the discussion of the interim measure on the basis of the Municipality's commitment not to sign the Contract until the outcome of the dispute.
Finally, the Regional Administrative Court set the hearing on the merits for January 2021. The Parties, however, by mutual agreement, also in consideration of the appeal relating to the procedure to access the documents (then pending), requested and obtained the postponement of the hearing to 16th June 2021.
With Sentence no. 1202, published on 11th October 2021, the Regional Administrative Court rejected the appeal filed by AP Reti Gas and declared the cross-appeal of Italgas Reti inapplicable.
AP Reti Gas, upon the outcome of an in-depth reading of the reasons, appealed before the Council of State.
The discussion hearing was scheduled for 16th June 2022.
Please note that the entire administrative process that led to the territorial tender was appealed by the Municipalities belonging to the Area against the Contracting Authority. Specifically, the municipalities intend to reset the entire procedure.
With Judgement no. 1208 dated 7th December 2020, the Regional Administrative Court of Veneto declared the appeal inadmissible. The municipalities have appealed.
With Sentence no. 2313/2022, the Council of State, albeit with partially different reasons, confirmed the ruling of the Regional Administrative Court of Veneto, rejecting the appeal of the Municipalities.
As of 31st March 2022, the following are pending:
Two cases before the Court of Vicenza, initiated against AP Reti Gas Vicenza for compensation for damages resulting from plant downtime, for the temporary interruption of the supply (which occurred during activities on the distribution network, entrusted to the contractor Costruire e Progettare in Lombardia), brought by Ariston Cavi S.p.A. and Microfilm S.r.l..
The Company, while hoping for an amicable settlement, regularly entered an appearance and, exercising the negotiation indemnity, impleaded the contractor.
As part of the proceedings brought by Microfilm, the Judge prepared a settlement proposal pursuant to art. 185, Code of Civil Procedure, which orders the payment of the total amount of Euro 6,574 in favour of the injured party, without acknowledgment of responsibility, to be divided in three equal parts between AP Reti Gas Vicenza, CPL and Itas Mutua, with full compensation of the costs of the proceedings. The company, also in consideration of the indemnity guaranteed by its insurance company, decided to accept the proposal.
The other parties also accepted the proposal and therefore the relevant settlement agreement was formalised; as a consequence, the Microfilm case was dropped. On the other hand, the proceeding initiated by Ariston Cavi continues.
In order to obtain compensation for damages to the entrance floor of the "Unit B" (belonging to the headquarters in Pieve di Soligo), Ascopiave S.p.A., following the pre-trial technical investigation, filed a civil judgment before the Court of Treviso (RG 6941/2013) against: Bandiera Architetti S.r.l. (Designers), Mr Mario Bertazzon (Contract Manager) and Mr R. Paccagnella Lavori Speciali S.r.l. (Contractor).
The compensation request refers to an assessment of damage between approximately Euro 127 thousand (Expert witness estimate) and Euro 208 thousand (estimate of a Third-party firm).
All the Parties regularly appeared before the Court.
The Court, by Order dated 22nd December 2014, decided the complete renewal of the expert witness board. The "new" court-appointed expert witness assessed that the damage suffered by Ascopiave S.p.A. amounts to approximately Euro 120 thousand.
Based on the findings contained in the technical report, on 29th March 2016 an attempt was made to reach settlement in court. The attempt failed basically because an agreement was not reached regarding the subdivision of the amount between the debtors.
With Judgment no. 2007/2017, the Court accepted the application submitted by Ascopiave S.p.A., ordering the design firm (F.lli Bandiera), its insurance company (Groupama Assicurazioni) and the construction company (Ing. R. Paccagnella Lavori Speciali SRL) to pay damages, amounting to approximately Euro 208 thousand, and to reimburse the costs of the proceedings (estimated at approximately Euro 17 thousand). Furthermore, the debtors' obligation to assume joint and several liability was ratified.
The project management (and consequently the insurance company, Unipol Sai) was found to be uninvolved in the damage, with a right to obtain compensation for the costs of the proceedings, amounting to about Euro 16 thousand.
With two separate documents, Groupama Assicurazioni and Ing. R. Paccagnella Lavori Speciali notified the appeal against the First Instance Judgment.
Ascopiave S.p.A. entered an appearance in accordance with the legal terms.
By Provision dated 7th June 2018, the Court of Appeal partially accepted the suspension request, limiting the provisional enforceability of the First instance sentence to the amount of Euro 150 thousand, against which Ascopiave S.p.A. is entitled to pursue the enforcement.
However, the attempts at forcible recovery of the aforementioned sum have been unsuccessful so far.
At the hearing of 28th June 2018, the Court of Appeal unified the appeals.
With Sentence dated 13th May 2021, the Court of Appeal partially accepted the appeals of the adverse parties, relating to the quantum of the ruling, reduced from Euro 208 thousand to approximately Euro 120 thousand, as established by the expert witness at first instance, on the assumption that the additional sums are attributable to improvements.
At present, no appeals (before the Court of Cassation) have been announced by the counterparties.
On 22nd February 2021, Edelweiss Energia S.p.A. communicated to Eusebio Energia its intention to commence an assisted negotiation in order to reach an agreement for the purchase of the electricity produced in 2018, on the grounds that the company breached the contractual obligations deriving from a tacit agreement covering the purchase by Edelweiss of the energy produced by certain plants of Eusebio. Edelweiss claimed to have suffered damage to the tune of Euro 485,000.
The Company rejected the proposal for assisted negotiation, contesting the legitimacy of the compensation claim.
Therefore, Edelweiss, by writ of summons served on 19th April 2021, initiated a proceeding before the Court of Bergamo. The first hearing was set for 20th July 2021.
The parties are working to settle the dispute.
The dispute concerns the request, formulated by Epiù S.R.L. (a company subsequently merged into Eusebio Energia in November 2018) for the payment of an amount of approximately Euro 260,000 from International Factors Italia S.p.A. (IFI), by virtue of a factoring agreement signed by Epiù and IFI, under which Epiù had assigned to IFI some receivables of former customers arising from gas and electricity supplies.
With Sentence no. 1945/20 dated 2nd March 2020, the Court of Milan rejected the plaintiff's request.
Eusebio Energia challenged the ruling before the Court of Appeal of Milan, deeming it to be invalid in many parts. Among these, the violation of art. 112 Code of Civil Procedure, as the first instance judge decided on the basis of objections which could not be raised by the Court or by the counterparty (defaulted in appearance). The first hearing was held on 24th March 2021.
Pursuant to the regulatory obligation (specifically Art. 40.2 letter A of the Integrated Text for the Sale of Gas - TIVG), the Group distribution companies (AP Reti Gas S.p.A., AP Reti Gas Vicenza S.p.A., AP Reti Gas Rovigo S.r.l., AP Reti Gas Nord Est S.r.l. and Edigas Esercizio Distribuzione Gas S.p.A.), obtain forced entry to private property in order to disconnect utilities (when the metre is located in a private property) of Default Service (SDD) customers that are in default. As a rule, the Group proceeds pursuant to Art. 700 of the Italian Civil Procedural Code (but may also appeal pursuant to Article 703 of the Civil Procedural Code).
Appeals are made against final customers (or utility users), or, more rarely, against the owners of the property served.
For this purpose (and to meet provisions of the regulations), the company has created a management procedure that starts with the activation of the Default Service and ends with the termination (for any reason) of the Default Service. The procedure also envisages to close any controversy via ordinary methods, collection of information, gathering of previous data and/or efforts to contact the involved final customers, notification of delays, past due notifications and, if all of the above prove unsuccessful, the opening of a judicial procedure, normally as an urgent appeal pursuant to Art. 700 of the Civil Procedural Code (or art. 703 Civil Procedural Code).
The status of the procedures (with annual consumption >500 Scm/year, those for which there is an obligation to sue) is as follows:
Between 15 and 35 procedures for which legal action is likely to be taken in 2022 are expected for all Group companies. From 2014 to 31st March 2022, the total legal fees (including taxes), for the procedures forwarded to the Law firms, amount to approximately Euro 458.5 thousand.
For these expenses, the law envisages partial tariff compensation (up to € 5,000 per procedure).
Relationships with Agenzia delle Entrate (Italian Tax Authority)
The additional IRES tax (Robin Tax) stated in Art. 81 of Law Decree 112/2008 applies to the Companies Ascopiave, Ap Reti Gas Rovigo, Edigas Esercizio Distribuzione Gas, Unigas Distribuzione (merged into Ascopiave) and Asco Energy (former Veritas Energia) since 2008. Subsequently, in 2015, the Constitutional Court declared that said tax was unconstitutional. In the wake of said sentence, the companies requested the reimbursement of the tax unjustly paid, filing the relevant claims based on a retroactive interpretation of said sentence, supported by the opinion formulated by a Constitutional Law Attorney.
After the negative rulings issued by the respective Regional Tax Commissions, the companies filed an appeal with the Supreme Court of Cassation.
In March 2022, the first negative injunctions were communicated, with the Constitutional Court rejecting the appeal brought by AP Reti Gas Rovigo and Edigas Esercizio Distribuzione Gas. The appeals lodged by the other companies are still pending.
In September 2019, the companies Ascopiave S.p.A. and Ascotrade S.p.A. were inspected by the Regional Direction of Agenzia delle Entrate as regards the Ires, Irap and VAT sectors for the years from 2013 to the date of the inspection. The first stage of the audit was completed on 29th October 2019 with the issuance of a Report on Findings containing remarks on the direct and indirect taxes related to the years 2013 and 2014 of the subsidiary Ascotrade S.p.A., a company sold on 19th December 2019 to the Hera Group, for which Ascopiave issued a specific guarantee; the company presented its briefs against the Report on Findings. Subsequent to the submission of the briefs, Agenzia delle Entrate issued the tax demands to Ascotrade relating to the disputed matters, following which the company filed an appeal with the Provincial Tax Commission of Venice, accepted with sentence dated 21st April 2021, which envisages the cancellation of the related challenged documents. On 15th November 2021, Agenzia delle Entrate appealed the ruling of the first instance judge before the Regional Tax Commission of Venice; the company entered an appearance on 30th December 2021 submitting its counter-claims and filing a cross-appeal. The judges of the appeal should schedule a hearing.
As regards the following years, the audit continued with the issuance on 29th September 2020, against Ascotrade S.p.A., of the Report on Findings referring to the year 2015, subsequent to which, after the presentation of specific briefs, Agenzia delle Entrate issued the notices of assessment on 23rd December 2020, then appealed by the company before the Provincial Tax Commission of Venice, accepted with sentence dated 23rd February 2022, which annuls the related challenged deeds.
Finally, on 23rd December 2021, the company was notified of the notices of assessment relating to Ires for the years 2016 and 2017, as well as to Irap and VAT for the years 2016, 2017 and 2018, for which an appeal was filed on 18th February 2022.
The company, aided by the tax advisor, considers the risk as "possible" or "remote" and therefore has not made any provision.
In 2011, the issuance of a number of ministerial decrees further defined the regulatory framework of the sector, regarding in particular the territorial calls for tenders.
Specifically:
The issuance of the regulations above contributed to defining the competitive environment that operators will encounter in the coming years, thus laying the foundations for enabling the market liberalisation process - which started with the implementation of the European directives - to bring the expected benefits.
The Ascopiave Group favourably welcomed the emerging regulatory framework, believing that it actually creates important opportunities for investments and development for qualified medium-sized operators, rationalising the offer.
At the end of 2013, the Government issued Law Decree 23/12/2013, no. 145, amending the regulatory framework with regard to the determination of the reimbursement value of the plants due to the outgoing operator at the end of the so-called "Transitional Period". The Decree was converted with amendments into Law no. 9/2014, which substantially changed the original provisions of the Decree on that aspect.
The conversion into Law of the Decree (Law no. 9/2014) made substantial changes to Article 15 of Legislative Decree no. 164/2000, ordering new operators to pay a reimbursement to the holders of assignments and concessions existing in the transitional period, calculated in compliance with the provisions of the agreements or contracts and, even if not inferable from the will of the Parties and for aspects which are not envisaged in those agreements or contracts, based on guidelines on operating criteria and methods for the assessment of the reimbursement value as per article 4, paragraph 6, of Law Decree dated 21st June 2013, no. 69, converted, with amendments, by Law dated 9th August 2013, no. 98. In any case, private contributions related to local assets (assessed in accordance with the methodology of tariff regulation in force) have to be deducted from the reimbursement value. If the reimbursement value is higher than 10% of the value of local assets calculated as per tariff regulation, net of public capital contributions and of private ones for local fixed assets, the granting local body submits the related evaluations detailing the reimbursement value to the Authority for Electricity, Gas and Water so that it can be checked before publishing the invitation to tender.
In addition, Law no. 9/2014 established that the deadlines envisaged in paragraph 3 of article 4 of Law Decree dated 21st June 2013, no. 69, converted, with amendments, by Law dated 9th August 2013, no. 98, are extended by four months and that the deadlines illustrated in Attachment 1 to the regulations of the Minister for Economic Development Decree dated 12th November 2011, no. 226 (so-called "Decree for Criteria"), related to provisions contained in the third grouping of Attachment 1 itself, and the deadlines illustrated in article 3 of the regulations, are extended by four months.
On 6th June 2014 the Decree of the Minister of Economic Development dated 22nd May 2014 was published in the
Official Gazette, which approved the "Guidelines for criteria and application procedures for the assessment of the reimbursement value of natural gas distribution networks" pursuant to Article 4, paragraph 6, of Law Decree no. 69/2013, converted with amendments by Law no. 98/2013 and article 1, paragraph 16, of Law Decree no. 145/2013, converted with amendments into Law no. 9/2014. Pursuant to Law no. 9/2014, the "Guidelines for criteria and application procedures for the assessment of the reimbursement value of natural gas distribution networks" define the criteria to be applied to the valuation of reimbursement of facilities in order to integrate those aspects that are not already stated in the agreements or contracts and cannot be deduced from the will of the parties.
The "Guidelines" feature several critical issues not only as concerns the resulting valuations, but also in terms of application scope, extremely extended by the Ministry, to the extent that all the agreements regarding the valuations of the facilities entered into by the operators and the Municipalities after 12th February 2012 (effective date of Ministerial Decree 226/2011) are believed to be ineffective.
Furthermore, these Guidelines contrast with the provisions of art. 5 of Ministerial Decree 226/2011 itself. This is inconsistent with the provision of law which refers to art. 4, paragraph 6 of Law Decree 69/2013, which, in turn, makes explicit reference to Article 5 of Ministerial Decree 226/2011.
Considering such illegitimacies, Ascopiave S.p.A. has appealed the Ministerial Decree dated 21st May 2014 (and as a consequence the Guidelines) before the administrative court (Regional Administrative Court of Lazio). As part of said proceedings, the issue of constitutional legitimacy and/or preliminary ruling was raised relating to the interpretation (mainly retrospective) of the new rules on the deduction of private contributions set forth by Law 9/2014.
Lastly, by Resolution 310/2014/R/gas - "Provisions for determining the reimbursement value of natural gas distribution networks", published on 27th June 2014, the Authority for Electricity, Gas and Water approved provisions for determining the reimbursement value of the gas distribution networks, implementing the provisions of Article 1, paragraph 16 of Law Decree dated 23rd December 2013, no. 145, converted with amendments by Law dated 21st February 2014, no. 9.
That provision states that the granting Local Entity shall send the Authority the verification documents containing a detailed calculation of the reimbursement value (RIV), if this value is 10% higher than the local RAB.
The Authority performs the checks set forth in Article 1, paragraph 16 of Law Decree no. 145/13 within 90 days from the date of receipt of the documentation by the Contracting Authorities, ensuring priority based on the deadlines for the publication of the calls for tender.
With Law no. 116/2014 dated 11th August 2014 (converted with amendments to law decree 24th June 2014 no. 91) the Legislator has envisaged a further extension of deadlines for the publication of invitations to tender. Specifically, for the areas belonging to the first group stated in Annex 1 of Ministerial Decree 226/2011, the time limit was extended by eight months; for the areas belonging to the second, third and fourth groups the deadline was postponed by six months and lastly for the areas of the fifth and sixth groups the extension is four months.
However, these postponements do not apply to those areas which, although they belong to the first six groups, are affected by earthquakes, because over 15% of the redelivery points are in the municipalities affected by the earthquakes of 20th and 29th May 2012, in compliance with the annex to the Decree of the Minister of economy and finance dated 1st June 2012.
The same law, further amending Article 15, paragraph 5 of Legislative Decree 2000, has finally determined that the redemption value is to be calculated in compliance with the provisions of the agreements or contracts, provided that the latter were entered into before the date of entry into force of Ministerial Decree dated 12th November 2011 no. 226, that is to say before 12th February 2012, thus affirming the principle of retroactive application of the Guidelines, which had already been appealed during the court action against the Guidelines.
On 14th July 2015, the Decree of the Minister of Economic Development and the Minister of Regional Affairs and Autonomies no. 106 dated 20th May 2015 was published in the Official Gazette, amending the decree dated 12th November 2011 no. 226 regarding the tender criteria for awarding the gas distribution service.
The most significant changes include:
efficiency investments, concerning the value of the amounts to be paid to local authorities and the payments to cover the costs of the operator which implements the interventions and gains the related energy efficiency certificates.
Finally, the conversion into Law of the so-called "Decreto Mille Proroghe" (Law no. 21 dated 25/02/2016) introduces a further extension of the deadlines for the publication of invitations to tender. Specifically, for the areas belonging to the first group as described in Annex 1 of Ministerial Decree 226/2011, the deadline is further postponed by 12 months; for the areas belonging to the second group, by 14 months; for those belonging to the third, fourth, and fifth group, by 13 months; for the areas belonging to the sixth and seventh group, 9 months; 5 months for the areas of the eighth group.
The same regulation establishes the deadlines within which the Regions, or, as a last resort, the Ministry of Economic Development, should intervene, and repeals the penalties previously incurred by the Municipalities for the delay.
In 2015-2016, a number of tenders were published for the award of the service with Territorial procedure. Many of them did not follow the procedures required by law, which envisages, among other things, the prior examination by the Authority of the reimbursement amounts of the plants due to outgoing operators as well as the review of the invitation to tender's overall content and annexes before publication. Moreover, most calls are also inconsistent, even significantly, with the instructions contained in the ministerial regulations, also with regard to the criteria for evaluating bids; according to the current regulations, such inconsistencies should be specifically justified by the Awarding Entities.
In this context, the standardisation of the tender process envisaged by the law is encountering serious difficulties, to the extent that the procedures may freeze due to a major litigation.
The Law dated 4th August 2017 no. 124 (Annual Market and Competition Act) introduced some legislative innovations concerning the natural gas distribution sector.
Specifically, article 1, paragraph 93, amends the provisions of article 15, paragraph 5, of legislative decree 164/00, exempting local entities from the obligation to send detailed assessments to the Authority if all the following conditions are met jointly:
Article 1, paragraph 93 states that, if the value of the net fixed assets is not in line with the sector averages according to the definitions of the Authority, the value of the net fixed assets relevant to the calculation of the gap is determined by applying the parametric valuation criteria defined by the Authority (see article 23, paragraph 1, RTDG).
Finally, article 1, paragraph 94, states that the Authority, with its own resolutions, shall define simplified procedures for the evaluation of the invitations to tender, applicable in cases where such invitations have been compiled in compliance with the standard invitation to tender, the standard book of conditions and the standard service contract, specifying that in any case, the tender documentation cannot deviate from the maximum scores envisaged for the tender criteria and sub-criteria by articles 13, 14 and 15 of the aforementioned decree 226/11, except within the limits set by the same articles with regard to some sub-criteria.
The Authority has implemented the provisions of Law no. 124/2017 with Resolution 905/2017/R/gas dated 27th December 2017.
The Municipality of Belluno, Awarding Entity of the Minimum Territory Area of Belluno, regularly followed the procedure set out in the regulations and published a tender in December 2016. In September 2017 the Group company AP Reti Gas S.p.A. participated in the tender, submitting its bid.
The tender documents were challenged by an operator participating in the call for bids. With Judgement no. 886/2017, the Regional Administrative Court of Veneto rejected the appeal. The plaintiff appealed against the decision to the Council of State, submitting an application for the suspension of the first instance provision.
The Council of State, by Judgement published on 22nd January 2019, rejected the appeal.
In December 2018, the Municipality of Schio, the contracting authority of the Territorial Area Vicenza 3 - Valli Astico Leogra e Timonchio, issued the invitation to tender for the concession of the gas distribution service. The Ascopiave Group currently manages the service in 28 municipalities in the Territorial Area, serving about 80,000 users. The Group companies AP Reti Gas S.p.A. and AP Reti Gas Vicenza S.p.A., holders of concessions in the Area, have challenged the call due to irregularities, filing an appeal before the Regional Administrative Court of Veneto.
On 8th May 2019, the hearing for the discussion of the merits was held, without any novelties.
On 28th April 2022, the Shareholders' meeting approved the financial statements and the distribution of the ordinary dividend, to the tune of Euro 0.165 per share, with ex-dividend date on 2nd May 2022, record date on 3rd May 2022 and payment on 4th May 2022.
Pursuant to Article 40, Legislative Decree 127 2 d), we announce that, as at 31st March 2022, the Company owned 17,701,578 treasury shares for a value of Euro 55,423 thousand, recognised as a reduction in other reserves as can be seen in the Net Equity changes.
As far as the gas distribution activities are concerned, in 2022 the Group will continue its normal operations and service management and perform preparatory activities for the next invitations to tender for awarding concessions. Should the tender procedures of the Territorial Areas in which the Ascopiave Group is interested progress in 2022, in light of the time normally required for participants to submit bids and for the contracting authorities to evaluate and select them and announce a winner, the new managements, if any, are expected to start subsequent to the end of 2022, therefore without changes in the scope of the activities currently managed.
As regards the economic results, in 2019 the Authority adopted the new tariff regulation for the 2020-2025 five-year period. The new provisions envisage a significant annual reduction in the revenue components intended to cover operating costs.
Furthermore, at the end of 2021, the Authority redetermined the real pre-tax rate of return of the invested capital recognised for tariff purposes, which for the year 2022 will be equal to 5.6% (compared to 6.3% in 2021).
With regard to energy efficiency obligations, the Decree dated 21st May 2021 of the Minister of Ecological Transition determined the national energy saving objectives for the years 2021-2024 and reduced the obligations applicable to distributors for the year 2020. The 2021 objectives estimated for the Group distribution companies are significantly lower than the annual obligations envisaged in the previous four years.
As regards the production and sale of electricity from renewable sources, the effects of the Decrees issued for the containment of energy prices will continue in 2022; in addition, the climate events of the first quarter will also have repercussions on the second quarter.
The health emergency caused by the Covid 19 virus, in light of the Ascopiave Group's focus on the distribution business, had a minor effect on profitability in 2021 and, as the peak of the emergency is behind us, limited impacts are currently expected also on future profitability, since adequate credit risk hedging mechanisms are contained in the Grid Code, which governs the activity of distributors. Although the industry where the Group operates is less critical, the Management will continue to monitor the pandemic at the national and international level so as to promptly respond if the crisis flares up.
As regards electricity and gas sales, Ascopiave will obtain the benefits of the consolidation of its quota of the result of the minority stake in Est Energy and the dividends distributed by Hera Comm – both companies are controlled by the Hera Group. Ascopiave has put options on these investments and it is possible that they will be exercised, in whole or in part, with a consequent impact on the Group's income statement and financial structure.
The actual results of 2022 could differ from those outlined above depending on various factors amongst which: the general macroeconomic conditions, the impact of regulations in the energy and environmental fields, the evolution of the on-going health emergency, success in the development and application of new technologies, changes in stakeholder expectations and other changes in business conditions.
In the first months of 2020, the health emergency caused by Covid-19 concretely involved the entire territory where the Ascopiave Group operates and entailed a full-scale review of work organisation in order to take all the necessary preventive measures to ensure employees' safety and operational continuity for all Group companies.
After the first case of infection in Italy, on 21st February 2020, which was followed by an urgent meeting of the Council of Ministers on 23rd February 2020 for the first important action by the government, on the same day, Sunday 23rd February 2020, at the Ascopiave Group headquarters in Pieve di Soligo, as requested and directed by the Chairman Nicola Cecconato, a specific Crisis Unit was set up to handle the emergency, composed of: Roberto Zava (HR Director and Operational Coordinator of the Crisis Unit), Antonio Vendraminelli (Distribution SBU Director), Alberto Tomasoni (Health and Safety Officer), Romeo Ghizzo (IT), Luisa Bedin (Assets), Gabriele Kaserer (Organisation), Manlio Boscheratto (Staff).
The task entrusted to the Crisis Unit was to provide operational instructions aimed at supporting the activities of the Group companies by ensuring all the necessary measures to protect workers' health.
As regards communication, informative posters concerning a series of obligations imposed on employees, visitors or guests were posted at the entrance and in the most visible places of the company premises, and frequent notifications were sent by email to all employees.
The company ensured the daily cleaning and periodic sanitation of the premises, environments, workstations and common areas. It also stressed the importance of personal hygiene, providing workers with suitable detergents for frequent hand cleaning. It also equipped each worker with masks as airways protection devices and PPE (masks, gloves, goggles, coveralls, caps, gowns, etc...) compliant with the indications of the Health Authority and the activity performed.
As regards the measures adopted for handling the biological risk in the workplace, in addition to observing the regulations issued through the various Prime Ministerial Decrees and other provisions of the health authorities, in compliance with art. 13 of the protocol signed on 15 th March 2020 (later updated on 24th April 2020) by the Government and the social partners, the so-called Central Committee, that is, concerning the Ascopiave Group as a whole, was established in agreement and with the participation of the trade unions (with equal representation) with the task of assessing and drafting the "shared regulatory protocol of measures to fight against and contain the spread of Covid-19 in the workplace"; sub-committees were also set up for subsidiaries.
The aforementioned "protocol" was implemented by the Committee and the main actions consisted of:
adoption of all of the safety protocols; posting of the behavioural rules issued by the Ministry and the Italian Institute of Health and their diffusion to all workers through specific communications; transmission to all employees of communications, ordinances and Prime Minister Decrees; implementation of measures for distancing and avoiding the simultaneous presence of staff in offices and in common areas; activation of shifts for accessing the canteen of the headquarters with tables and chairs arranged in order to respect distances, initially, then the canteen service was suspended and subsequently resumed for fewer guests and with adequate distancing; minimisation of meetings and use of audio- or videoconferences; cancellation of meetings with third parties, consultants and collaborators and exclusion of their presence on site; reduction of all business trips and travels; review of criteria for accessing Group offices (the entrances were closed and access was limited to couriers for deliveries); rescheduling of operations for all technical, administrative and secretarial areas; strengthening of cleaning services; frequent sanitisation of the premises; maximisation of agile work where possible with implementation of technological equipment; promotion of the use of holidays or other possibilities given by collective bargaining tools; purchase, distribution or placement in the various areas of material for personal hygiene and for cleaning; purchase of PPE stocks; installation of non-contact thermometers for measuring body temperature at the entrance to the headquarters and placement in all offices of infrared thermometers for measuring body temperature. All this reduced the risk, so much so that no clusters or outbreaks occurred and the cases found were attributable to external situations.
With regard to employment, an exercise was started, starting from the "Distribution" area of the subsidiaries, to reschedule operations, and non-urgent activities were gradually minimised.
In particular, all construction sites and operating activities not directly related to the safety and continuity of the service were gradually suspended; all essential services were therefore guaranteed, specifically emergency intervention, facility surveillance and the operations aimed at ensuring the use of the service, such as activations and reactivations of end customers and the creation of connections for the activation of supplies. Together with the competent doctor, the risks deriving from the possible presence of infected or quarantined people were analysed, and
the correct precautions to be adopted were identified, which envisage the use of specific personal protective equipment, distributed to all operating personnel.
In general, business continuity was guaranteed in all areas, although the employees were encouraged in all ways to leave the workplaces and remote work was facilitated by providing the necessary technological equipment. Personnel could only be present at the offices and workstations subject to the authorisation of their supervisor and only for valid and justified operational reasons. In total, this exodus has involved over 90% of the employees of the Pieve di Soligo headquarters and an equal or higher percentage in other headquarters, through the use of work from home for whitecollar workers or the decision not to have external distribution personnel work at the headquarters, or through the use of holidays, leaves or other measures.
The first wave of the pandemic ended in May 2020 when a slow and planned return of almost all employees was coordinated, with the exception of the categories entitled to be absent from work pursuant to the Prime Minister Decrees or in the case of parents with children under the age of 14, who may request to work from home, with the obligation to comply with a rigid protocol that involves a series of responsibilities on the part of employees before accessing the office including, before leaving their home, the measurement of their body temperature in order to prevent any person with a temperature above 37.5° from accessing the workplace.
In October 2020, on the other hand, with the new governmental restrictions adopted as a result of the second wave of the pandemic, the organisational measures passed at the beginning of the emergency were re-implemented in the first months of 2021, with the progressive planned leave of employees from the offices maximising the use of agile work by providing the appropriate technological equipment; in addition, the use of holidays or leaves or other possibilities given by the contractual instruments was encouraged. The meetings of the Central Committee and the Local Committees were held regularly with discussions that concerned not only the aspects relating to company safety and the protection of workers, with updates on the arrivals and distribution of personal protective equipment, but that also covered general issues because the company's representatives reported a natural drop in activities, especially for some functions, and therefore the need to resort to the tools and contractual measures set out in the provisions (work from home, revision of production levels, shift plans, rescheduling, use of holidays, accumulated holidays, leaves, reduced working hours) aimed at enabling absence from work without losing remuneration. The meetings did not reveal any incompliance with the ordinances issued.
A voluntary "Hour Bank" was specifically set up in agreement with the trade unions, in order to avoid using social security measures and support employees with a negative holiday balance who are currently inactive: the Ascopiave Group contributed with 480 working days, which made it possible to establish the fund to start the initiative, which was followed, in order to conclude a lagging trade union agreement on a particular issue relating to the increased payment of overtime work to employees in order to recover hours subsequent to the emergency, by a direct measure by Chairman Cecconato and a massive participation of employees who donated over 600 days of holidays; in this way the offer of days exceeded the demand, reaching over 1,100 days.
Overall, as of 31st December, 18 official meetings of the Central Committee were convened and regularly held, while communications to employees throughout the Ascopiave Group on the emergency, always on the same date, were 72, demonstrating a continuous, complete and far-reaching information.
As for the staff of Ascopiave S.p.A. and the affiliate companies, the first resource tested positive for Covid-19 on 15th October 2020, but the employee had already been working from home for some time, without accessing the headquarters or seeing colleagues; then, until 31st December, 26 more cases were recorded, mostly attributable to infections occurring within the family.
In 2021, the company continued to monitor the situation by updating on a case-by-case basis the communication with employees on the new measures taken at the national and regional level for the containment of the pandemic; in the period 1st January 2021-31st December 2021, 40 more employees tested positive for Covid-19 (68 including 2020), none of these cases was particularly serious – no hospitalisation was needed - and the infections are attributable to external or family contacts, not within the company.
Since all companies are gradually allowing their employees back in the workplace, in order to ensure greater prevention, 14 infrared thermometers have been placed at the entrances of the sites of all the companies of the Ascopiave Group so as to measure body temperature on the wrist with an alarm in case of temperature above 37.5°, and with sanitising gel for the hands.
The Company has intensified the daily cleaning and periodic sanitation of the premises.
Since August 2021, again with a view to preventing infections, only employees in possession of a Green Pass may access the company canteen, and a lunch basket is available for those without it; since many workers are back to the
premises and given the limited capacity of the canteen, two 45-minute shifts are scheduled at the Pieve di Soligo headquarters; six 30-minute shifts are envisaged in the Padua office (managed by Hera but accessible to our employees).
The management of the Covid-19 emergency continues to be on the agenda of meetings with the specially established Committee and the members of the crisis unit. According to rumours (because employees tend to announce their vaccination to their colleagues working in the same office or area) and not official data (which cannot be requested for privacy reasons), on 31st December 2021 almost all employees were vaccinated. Considering that on 15th October 2021 it became mandatory to produce the Green Pass in order to access the workplace, the company entrusted over 50 employees with the task of verifying such certificates, which made it possible to ensure compliance with the applicable regulations. The state of health emergency in 2021 did not particularly affect the structure which, while periodically adapting to national provisions on Covid and safety, continued its operations and provision of services almost as usual.
The main financial instruments used by our Group are liquidity, bank debt and other forms of financing.
It is maintained that the Group is not exposed to credit risks above the industry average, considering that it provides its business services to a limited number of operators in the gas sector, whose rules for accessing the services offered are established by the Regulatory Authority for Energy, Networks and the Environment and set out in the Grid codes, which dictate contractual clauses that reduce the risks of default by customers. The Codes envisage, in particular, the release of suitable guarantees to partially cover the obligations assumed if the customer does not have a credit rating issued by leading international bodies.
To keep residual credit risks under control, there is in any case a bad debt provision equal to approximately 10.5% at the reporting date (12.2% as of 31st December 2021) of the total gross receivables from third parties for invoices issued; factoring operations were performed at the end of 2021, concerning the receivables of the distribution companies for the transport service. Significant commercial operations take place in Italy.
Regarding the company's financial management, the directors consider that the generation of liquidity, deriving from operations, is suitable for covering its needs.
As of 31st March 2022, the Ascopiave Group holds a portfolio of 268 natural gas distribution concessions (268 as of 31st December 2021). In compliance with the regulations in force governing the concessions held by the company, the calls for tenders for the new awards of the gas distribution service will be no longer announced for every single Municipality but exclusively for the territorial areas determined with Ministerial Decrees dated 19th January 2011 and 18th October 2011, and pursuant to the deadlines illustrated in Annex 1 attached to the Ministerial Decree on tender criteria and bid assessment standards, issued on 12th November 2011, and subsequent amendments. With new tenders being launched, Ascopiave S.p.A. may not be able to obtain one or more new concessions, or it could obtain them at less advantageous conditions than the current ones, with possible negative impacts on the operating activity and the economic, equity and financial situation, it being understood that, if the company is not awarded a new concession, limited to the Municipalities currently managed by the company, it will obtain a reimbursement value envisaged for the outgoing operator.
With regard to the concessions under which the Ascopiave Group also owns the gas distribution networks, Law no. 9/2014 establishes that the new operator shall pay a reimbursement calculated in compliance with the provisions of the agreements or contracts and, even if not inferable from the will of the Parties and for aspects which are not envisaged in those agreements or contracts, based on guidelines on operating criteria and methods for the assessment of the reimbursement value as per article 4, paragraph 6, of Law Decree dated 21st June 2013, no. 69, converted, with amendments, by Law dated 9th August 2013, no. 98. In any case, private contributions related to local assets (assessed in accordance with the methodology of tariff regulation in force) have to be deducted from the reimbursement value. In addition, if the reimbursement value is higher than 10% of the value of local assets
calculated as per tariff regulation, net of public capital contributions and of private ones for local fixed assets, the granting local body submits the related evaluations detailing the reimbursement value to the Authority for Energy, Networks and the Environment so that it can be checked before publishing the invitation to tender.
The Minister for Economic Development Decree dated 12th November 2011 no. 226 establishes that the new operator acquires the property of the plant by paying the redemption value to the outgoing operator, except for any portion of it owned by the municipality.
In the periods following the first, transitional one, the reimbursement value to the outgoing operator shall be equal to the local net intangible assets, net of public capital contributions and of private ones for local fixed assets, calculated with reference to the criteria used by the Authority to determine the distribution tariffs (RAB). As far as this point is concerned, please note that the Authority passed Resolution 367/2014/R/gas, stating that the redemption value, referred to in Article 14, paragraph 8, of Legislative Decree no. 164/00, at the end of the first period of concession is determined as the sum of: a) the residual value of the existing stock at the beginning of the concession period, assessed for all the fixed assets subject to transfer for consideration to the new operator in the second period of concession based on the redemption value, provided for in Article 5 of Decree 226/11, recognised to the outgoing operator in the first territorial concession, taking into account the depreciations and divestments recognised for tariff purposes in the concession period; b) the residual value of the new investments made in the concession period and existing at the end of the period, assessed based on the re-valued historical cost method for the period in which the investments are recognised in the final balance, as set out in Article 56 of the Tariff Regulation of Gas Distribution and Measurement Services (RTDG), and as the average between the net value determined based on the re-valued historical cost method and the net value determined based on standard cost assessment methods, pursuant to paragraph 3.1 of Resolution 573/2013/R/GAS, for the next period.
Ascopiave oversees company processes and activities, respecting the health and safety of workers, protecting the environment, improving quality and energy saving in the services offered and complying with anti-bribery laws.
Unexpected fortuitous events such as accidents, failure of equipment or control systems, drop in plant yield and exceptional events such as explosions, fires, or other similar circumstances, lead to risks of infrastructure malfunctioning including the possible unexpected interruption of the distribution service. Such events could entail a reduction in revenues and cause significant damage to people, property or the environment. The Group has entered into specific insurance agreements to cover the risks described. Although the insurance policies taken out are in line with the best practices, they may be insufficient to cover all the losses that the Group could suffer due to possible increases in expenses and/or compensation for damages to be paid.
The Group conducts its business in compliance with Italian and European Union legislation on environmental protection, observing the laws that govern and regulate the environment and safety. Despite the attention paid to this topic, it is not possible to exclude with certainty that the Group will incur costs or liabilities, even of a significant amount. In fact, the economic and financial repercussions of any environmental damage are difficult to predict, also considering the possible effects of new legislative and regulatory provisions for environmental protection, the impact of any technological innovations for environmental remediation, the possibility of disputes and the difficulty of determining their possible consequences, also in relation to the responsibility of third parties. The Group is remediating contaminated sites substantially due to the removal and disposal of waste (mainly for the demolition of obsolete facilities).
A few years ago, the Group launched a plan to replace traditional metres with smart metres, which first of all involved metres of a class higher than G6 and subsequently also those of lower classes. In the first replacement stage, the new remotely read metres represented an emerging technology. The construction features set by the Authority urged manufacturers to design and build a product dedicated solely to the Italian market within the deadlines set by the ARERA. Moreover, the applicable technical legislation prepared by the CIG (Italian Gas Committee, regulatory
body affiliated with UNI) was fully available only after 2015. The Group has started the installation of these appliances according to the schedules defined by the ARERA (only the company of the AP Reti Gas Nord Est Group is behind the planned programme); therefore there is a risk that malfunction levels will be higher than the historical performances recorded for traditional metres and that the company will incur greater maintenance costs.
Pursuant to art. 16.4 of Italian Legislative Decree no. 164/2000, natural gas distribution companies must pursue energy saving objectives in end uses and in the development of renewable sources; based on the results achieved, distributors are assigned the so-called Energy Efficiency Certificates, whose cancellation involves a reimbursement by Cassa per i Servizi Energetici e Ambientali financed through the funds established through the RE (Energy Saving) component of the distribution tariffs. The ARERA determines the specific energy saving objectives applicable to electricity and natural gas distributors taking into account the annual national quantities of saving that must be pursued through the white certificate mechanism. There is a potential risk of economic loss for the Group due to any negative difference between the average purchase value of the certificates and the tariff contribution granted and/or any failure to achieve the assigned objectives.
Under the concessions for the distribution of natural gas, the concessionaire must fulfil some obligations, including commitments related to investments to be made over the duration of the concession. It is not possible to exclude that, even due to delays in obtaining authorisations and permits, such investments exceed the deadlines set, with the risk of charges being imposed on the Group.
The Group conducts its business in a regulated sector. The directives and regulatory provisions issued on the subject by the European Union and the Italian Government, the decisions of the ARERA and more generally any changes in the reference regulatory context may affect the operations, economic results and financial balance of the Group. The evolution of the criteria for determining the reference tariff is particularly important. Future amendments to the
The legal and non-compliance risk consists in the failure to comply, in whole or in part, with the European, national, regional and local regulations which the Group must observe upon conducting its activities. Breaching the rules may result in criminal, civil and/or administrative penalties as well as financial, economic and/or reputational damage. Specifically, among other things, the violation of the legislation protecting workers' health and safety and the environment and the breach of the regulations for the fight against bribery may result in penalties, even of a significant amount, imposed on the Group pursuant to the legislation on the administrative liability of entities (Italian Legislative Decree no. 231/01).
The natural gas distribution business managed by the Ascopiave Group is not significantly affected by seasonality. It is in fact less influenced by the thermal trend recorded during the year, except for some minor items. With the recent acquisitions in the field of generation of electricity from renewable sources, the Group is now exposed to seasonal weather events, such as rainfall/drought, solar radiation and wind.
The Group is significantly exposed to the effects of seasonality in relation to investments in affiliates, as they sell natural gas and electricity, which will be valued using the equity method. Gas consumption changes considerably on a seasonal basis, with a greater demand in winter in relation to higher consumptions for heating. This seasonality influences the trend of revenues from gas sales and of procurement costs, while other operating costs are fixed and incurred by the Group in a uniform manner throughout the year. Therefore, the data and the information relating to
these companies and contained in the interim financial statements do not allow for immediate indications to be drawn regarding the overall performance for the year.
Pursuant to Consob communication DEM 6064293 dated 28th July 2006 and recommendation CESR/05-178b on alternative performance indicators, we specify that besides the normal performance indicators set by the International Accounting Standards IAS/IFRS, the Group considers useful for monitoring its business, the use of other performance indicators, which, even if they do not appear in the afore-stated standards, have a considerable importance. In particular, we introduced the following indicators:
General operational performance and indicators
| First quarter | |||||
|---|---|---|---|---|---|
| NATURAL GAS DISTRIBUTION | 2022 | 2021 | Var. | Var. % | |
| Ascopiave Group | |||||
| Number of concessions | 268 | 268 | 0 | 0.0% | |
| Length of distribution network (km) | 13,002 | 12,933 | 69 | 0.5% | |
| Number of PDR | 777,573 | 776,987 | 586 | 0.1% | |
| Volume of gas distributed (smc / M) | 640.7 | 670 | (29.1) | -4.4% | |
| PRODUCTION OF ENERGY FROM RENEWABLE SOURCES | 2022 | 2021 | Var. | Var. % | |
| Ascopiave Group | |||||
| Number of plants | 28 | 0 | 28 | n.a. | |
| Installed power (MW) | 63 | 0 | 62.5 | n.a. | |
| Volumes of electricity produced (GWh) | 14.1 | 0 | 14 | n.a. |
Comments on the trend of the main operational indicators of the Group's activity are reported below.
The value of each indicator is obtained by adding the values of the indicators of each consolidated company.
As far as the activity of gas distribution is concerned, in the first three months of 2022, the volumes distributed through the networks managed by the Group companies totalled 640.7 million cubic metres, down 4.4% compared to the same period in the previous year.
As of 31st March 2022 the number of redelivery points (PDR) managed by the Group companies was 777,573.
The 28 plants producing electricity from renewable sources, with a total rated capacity of 62.5 MW, produced 14.1 Gwh in the first quarter of the year. The volume of Gwh produced was significantly influenced by the weather that characterised the period, and especially the severe drought. The plants were acquired 6 months ago and therefore the period shown for comparison purposes did not include these quantities.
General operational performance - The Group's economic results
| First quarter | |||||
|---|---|---|---|---|---|
| (Thousands of Euro) | 2022 | % of revenues | 2021 | % of revenues | |
| Revenues | 34,139 | 100.0% | 38,456 | 100.0% | |
| Total operating costs | 20,976 | 61.4% | 22,679 | 59.0% | |
| Gross operative margin | 13,163 | 38.6% | 15,777 | 41.0% | |
| Amortization and depreciation | 10,275 | 30.1% | 8,781 | 22.8% | |
| Provision for risks on credits | 2 | 0.0% | 0 | 0.0% | |
| Operating result | 2,886 | 8.5% | 6,996 | 18.2% | |
| Financial income | 16 | 0.0% | 12 | 0.0% | |
| Financial charges | 853 | 2.5% | 569 | 1.5% | |
| Evaluation of subsidiary companies with the | |||||
| net equity method | 10,831 | 31.7% | 8,842 | 23.0% | |
| Earnings before tax | 12,880 | 37.7% | 15,281 | 39.7% | |
| Taxes for the period | 916 | 2.7% | 1,663 | 4.3% | |
| Net result for the period | 11,963 | 35.0% | 13,619 | 35.4% | |
| Group's Net Result | 12,184 | 35.7% | 13,619 | 35.4% | |
| Third parties Net Result | (221) | 0.6% | 0.0% |
Pursuant to CONSOB communication DEM/6064293 dated 28th July 2006, the alternative performance indicators are defined in paragraph "Performance Indicators" of the present report.
In the first quarter of the year, the Group incomes amounted to Euro 34,139 thousand, down 11% compared to the same period in the previous year. The following table reports the details of income.
| First quarter | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | ||
| Revenues from gas transportation | 26,197 | 27,078 | ||
| Revenues from electricity sale | 121 | 48 | ||
| Revenues from connections | 153 | 143 | ||
| Revenues from heat supply | 1 | |||
| Revenues from distribution services | 994 | 1,480 | ||
| Revenues from services supplied to Group companies | 1,639 | 2,253 | ||
| Revenues from ARERA contributions | 2,154 | 6,906 | ||
| Revenues from hydroelectric - wind power plant | 1,996 | |||
| Other revenues | 884 | 549 | ||
| Revenues | 34,139 | 38,456 |
The tariff revenues from gas distribution (from Euro 27,078 thousand to Euro 26,197 thousand) decreased by Euro 881 thousand compared to the same period in the previous year. The differential between tariff revenues and the item "revenues from gas transportation" shown in the table (31st March 2022: Euro 382 thousand; 31st March 2021: Euro 394 thousand) is explained by the revenues recognised because of the chargeback of concession fees related to art. 46bis. These revenues contribute to the formation of the other items of cost and revenue described below.
The revenues from energy efficiency certificates (from Euro 6,906 thousand to Euro 2,154 thousand) decreased by Euro 4,752 thousand compared to the previous year. The change is partly explained by the lower targets applicable to
the year 2022 and related to the provisions introduced by the Ministerial Decree dated 21st May 2021, described in paragraph "efficiency and energy saving" herein.
Revenues from the sale of electricity produced from renewable sources, specifically hydroelectric plants and wind farms, amount to Euro 1,996 thousand and pertain to the companies recently included in the scope of consolidation. Such revenues were significantly affected by the so-called "Support Decree" (Law Decree 4/2022) issued by the Government during the first quarter of the year. The Decree, which entered into force on 1st February 2022, basically introduces a maximum ceiling for energy sales prices also applicable to producers of energy from renewable sources, and will remain in force until 31st December 2022.
The operating result in the first three months of 2022 amounted to Euro 2,886 thousand, down Euro 4,110 thousand (- 58.7%) compared to the same period in the previous year.
The decrease is due to several factors:
The negative change in other items of cost and revenues, equal to Euro 2,095 thousand, is due to:
The net consolidated profit in the first three months of 2022, equal to Euro 11,963 thousand, records a decrease of Euro 1,655 thousand (-12.2%) compared to the same period in the previous year. This change is due to the following factors:
The tax rate, calculated by normalising the pre-tax result of the effects of consolidation of the companies consolidated using the equity method, increases from 25.8% in the first quarter of 2021 to 44.7%.
General operational performance – Financial situation
The table below shows the composition of net debt as required by Consob communication no. DEM/6064293 dated 28th July 2006. The table and the disclosure provided have been adapted in order to reflect the amendments to the ESMA document 32-382-1138 dated 4th March 2021:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 | |
|---|---|---|---|
| A | Cash and cash equivalents | 125,533 | 42,538 |
| B | Equivalent to cash and cash equivalents | 0 | 0 |
| C | Other current financial assets | 2,730 | 1,175 |
| - of which relatied parties | 0 | 0 | |
| D | Liquid assets (A) + (B) + (C) | 128,263 | 43,713 |
| E | Current financial liabilities (including debt instruments, but | ||
| excluding the current portion of non-current financial debt) | (161,286) | (140,985) | |
| - of which relatied parties | 0 | 0 | |
| - of which debt instruments current part | 0 | 0 | |
| F | Current portion of non-current financial debt | (66,497) | (60,631) |
| - of which relatied parties | 0 | 0 | |
| G | Current financial indebtedness (E) + (F) | (227,783) | (201,616) |
| H | Net current financial indebtedness (D) + (G) | (99,520) | (157,903) |
| I | Non-current financial debt (excluding the current portion and | ||
| debt instruments) | (306,692) | (192,447) | |
| J | Debt instruments | 0 | 0 |
| K | Trade payables and other non-current payables | 0 | 0 |
| L | Non-current financial indebtedness (I) + (J) + (K) | (306,692) | (192,447) |
| M | Net financial indebtedness (H) + (L) | (406,212) | (350,350) |
In accordance with CONSOB resolution no. 15519 dated 27th July 2006, the effects of the transactions with related parties are highlighted in the table in paragraph "Transactions with related parties" of this interim financial report.
Net debt increased from Euro 350,350 thousand as at 31st December 2021 to Euro 406,212 thousand as of 31st March 2022, up Euro 55,862 thousand.
The net financial position monitored by the Group, which also includes non-current financial receivables, showed an increase of Euro 55,849 thousand, from Euro 347,485 thousand as of 31st December 2021 to Euro 403,334 thousand as of 31st March 2022.
The following table shows the reconciliation between the ESMA Net financial position and the Net financial position monitored by the Group:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| ESMA Net financial position | (406,212) | (350,350) |
| Non current financial assets | 2,878 | 2,864 |
| Net Financial Position monitored by the Group | (403,334) | (347,485) |
Some figures relating to the cash flows of the Group are reported below:
| First quarter | |||||
|---|---|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | |||
| Group's net income | 11,963 | 13,619 | |||
| Amortizations | 10,356 | 8,833 | |||
| (a) Auto-financing | 22,319 | 22,452 | |||
| (b) Adjustment to reconcile net income with the variation in financial position generated by operating management: |
8,374 | 31,264 | |||
| (c) Variation in financial position generated by operating activities = (a)+ (b) |
30,693 | 53,716 | |||
| (d) Variation in financial position generated by investments | (58,442) | (10,932) | |||
| (e) Other variation in financial position | (28,101) | 0 | |||
| Net variation in financial position = (c) + (d) + (e) | (55,849) | 42,784 |
The cash flow generated by operations (c), equal to Euro 30,693 thousand, was due to self-financing for Euro 22,319 thousand and other positive financial variations amounting to Euro 8,374 thousand, related to the management of the net working capital for Euro +19,205 thousand and the measurement of companies consolidated with the equity method for Euro -10,831 thousand.
The management of the net working capital, which generated financial resources amounting to Euro 19,205 thousand, was influenced by the change in the net operating working capital which generated financial resources for Euro 16,850 thousand, the positive variation in the position towards the Inland Revenue for the accrual of IRES and IRAP taxes for Euro 1,711 thousand and the positive variation in the VAT position for Euro 47 thousand.
The following table shows in detail the changes in the net working capital during the period:
| First quarter | ||
|---|---|---|
| (Thousands of Euro) | 2022 | 2021 |
| Inventories | (510) | (123) |
| Trade receivables and payables | (5,215) | (14,219) |
| Operating receivables and payables | 22,575 | 48,254 |
| Loss / (Gains on disposal of fixed assets) | 49 | 0 |
| Severance pay fund and other found | 1,390 | 111 |
| Current taxes | 916 | 1,663 |
| Tax receivables and payables | 0 | 4,421 |
| Change in net working capital | 19,205 | 40,106 |
Investments generated a cash requirement of Euro 58,442 thousand, for net investments in tangible and intangible assets, mainly for works and developments of natural gas distribution facilities for Euro 13,063 thousand and investments in shareholdings for Euro 45,379 thousand.
Additional variations in the Net financial position, equal to Euro 28,101 thousand, are due to the expansion of the scope of consolidation to include the companies Eusebio Energia and Salinella Eolico, operating in the hydroelectric and wind power sectors.
The following table shows in detail the other changes in the financial position in the first quarter of the year:
| First quarter | ||
|---|---|---|
| (Thousands of Euro) | 2022 | 2021 |
| Enlargement of the consolidation perimeter | (28,101) | 0 |
| Other changes in financial position | (28,101) | 0 |
During the first quarter of the year, the Group made investments in tangible and intangible assets for Euro 13,065 thousand, an increase as compared to the same period in the previous year of Euro 2,100 thousand.
The investments in infrastructures for the distribution of natural gas, amounting to Euro 10,805 thousand, were connected to the construction and maintenance of natural gas network and distribution systems for Euro 4,639 thousand, the creation of connections for Euro 3,555 thousand and the installation of metres for Euro 2,611 thousand. Investments in renewable energy amounted to Euro 1,929 thousand and relate to the construction, not yet completed, of a wind farm.
Other investments amounted to Euro 330 thousand and mainly concerned the purchase of software licences used by the Group's distribution companies for the management of remote metering for Euro 223 thousand.
| First quarter | ||
|---|---|---|
| INVESTMENTS (thousands of Euro) | 2021 | 2020 |
| Connecting a gas users | 3,555 | 2,871 |
| Expansions, reclamations and network upgrades | 4,273 | 4,598 |
| Flowmeters | 2,611 | 2,925 |
| Maintenance | 366 | 119 |
| Raw material (gas) investments | 10,805 | 10,513 |
| Wind farms | 1,929 | 0 |
| Investments in renewable energies | 1,929 | 0 |
| Land and buildings | 43 | 68 |
| Industrial and commercial equipment | 18 | 98 |
| Forniture | 3 | 5 |
| Vehicles | 43 | 88 |
| Hardware e Software | 223 | 192 |
| Other investments | 330 | 451 |
| Investments | 13,065 | 10,965 |
Schedules of the interim financial report
as of 31st March 2022
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 | |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Goodwill | (1) | 56,050 | 49,272 |
| Other intangible assets | (2) | 603,391 | 598,007 |
| Tangible assets | (3) | 119,658 | 58,012 |
| Shareholdings in controlled companies | (3) | 455,923 | 442,434 |
| Shareholdings in other companies | (4) | 78,925 | 78,925 |
| Other non-current assets | (5) | 3,831 | 3,604 |
| Non current financial assets | (6) | 2,878 | 2,864 |
| Advance tax receivables | (7) | 34,988 | 31,565 |
| Non-current assets | 1,355,644 | 1,264,683 | |
| Current assets | |||
| Inventories | (8) | 8,685 | 8,176 |
| Trade receivables | (9) | 34,391 | 26,786 |
| Other current assets | (10) | 35,570 | 25,575 |
| Current financial assets | (11) | 812 | 908 |
| Tax receivables | (12) | 1,634 | 1,621 |
| Cash and cash equivalents | (13) | 125,533 | 42,538 |
| Current assets from derivative financial instruments | (14) | 1,918 | 267 |
| Current assets | 208,543 | 105,871 | |
| Assets | 1,564,187 | 1,370,554 | |
| Net equity and liabilities | |||
| Total Net equity | |||
| Share capital | 234,412 | 234,412 | |
| Own shares | (55,423) | (55,423) | |
| Reserves and result for the period | 706,152 | 689,555 | |
| Net equity of the Group | 885,140 | 868,544 | |
| Net equity of Others | 9,404 | (39) | |
| Total Net equity | (15) | 894,544 | 868,505 |
| Non-current liabilities | |||
| Provisions for risks and charges | (16) | 3,318 | 1,474 |
| Severance indemnity | (17) | 4,856 | 4,491 |
| Outstanding medium- and long-term bonds | (18) | 94,251 | 24,181 |
| Medium- and long-term bank loans | (19) | 205,814 | 161,488 |
| Other non-current liabilities | (20) | 30,611 | 29,067 |
| Non-current financial liabilities | (21) | 6,627 | 6,777 |
| Deferred tax payables | (22) | 13,360 | 13,228 |
| Non-current liabilities | 358,837 | 240,706 | |
| Current liabilities | |||
| Payables due to banks and financing institutions | (23) | 225,497 | 199,631 |
| Trade payables | (24) | 35,179 | 34,401 |
| Tax payables | (25) | 3,117 | 1,284 |
| Other current liabilities | (26) | 44,727 | 24,042 |
| Current financial liabilities | (27) | 2,051 | 1,647 |
| Current liabilities from derivative financial instruments | (28) | 235 | 338 |
| Current liabilities | 310,806 | 261,343 | |
| Liabilities | 669,643 | 502,049 | |
| Net equity and liabilities | 1,564,187 | 1,370,554 |
In accordance with CONSOB resolution no. 15519 dated 27th July 2006, the effects of the transactions with related parties are shown in the specific table contained in the paragraph "Transactions with related parties" of this interim financial report.
| First quarter | |||
|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | |
| Revenues | (29) | 34,139 | 38,456 |
| Total operating costs | 20,978 | 22,679 | |
| Purchase costs for other raw materials | (30) | 895 | 972 |
| Costs for services | (31) | 11,428 | 9,584 |
| Costs for personnel | (32) | 5,140 | 4,351 |
| Other management costs | (33) | 3,551 | 8,239 |
| Other income | (34) | 36 | 467 |
| Amortization and depreciation | (35) | 10,275 | 8,781 |
| Operating result | 2,886 | 6,996 | |
| Financial income | (36) | 16 | 12 |
| Financial charges | (36) | 853 | 569 |
| Evaluation of subsidiary companies with the net equity method | (36) | 10,831 | 8,842 |
| Earnings before tax | 12,880 | 15,281 | |
| Taxes for the period | (37) | (916) | (1,663) |
| Result for the period | 11,963 | 13,619 | |
| Group's Net Result | 12,184 | 13,619 | |
| Third parties Net Result | (221) | 0 | |
| Consolidated statement of comprehensive income | |||
| 1. Components that can be reclassified to the income statement | |||
| Fair value of derivatives, changes in the period net of tax | 1,731 | 152 | |
| Fair value of derivatives relating to associated companies, changes in the | |||
| period net of tax | 2,678 | 0 | |
| Total comprehensive income | 16,373 | 13,771 | |
| Group's overall net result | 16,593 | 13,771 | |
| Third parties' overall net result | (221) | 0 | |
| Base income per share | 0.056 | 0.063 | |
| Diluted net income per share | 0.056 | 0.063 |
In accordance with CONSOB resolution no. 15519 dated 27th July 2006, the effects of the transactions with related parties are highlighted in the specific table in paragraph "Transactions with related parties" of this interim financial report.
| (Thousands of Euro) | Share capital Legal reserve Own shares | Reserves IAS 19 actuarial differences |
Other reserves |
Profits carried forward |
Net result for the period |
Group's net equity |
Net result and net equity of others |
Total net equity |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of 1st January 2022 | 234,412 | 46,882 | (55,424) | (443) | 436,954 | 160,836 | 45,326 | 868,544 | (39) | 868,505 |
| Result for the period | 12,184 | 12,184 | (221) | 11,963 | ||||||
| Other operations | 1,731 | 1,731 | 1,731 | |||||||
| Fair value of derivatives relating to associated companies | 2,678 | 2,678 | 2,678 | |||||||
| Total result of overall income statement | (0) | 4,409 | (0) | 12,184 | 16,593 | (221) | 16,373 | |||
| Allocation of 2021 result | 45,326 | (45,326) | (0) | (0) | ||||||
| Change in equity investments in subsidiaries companies | (0) | 9,659 | 9,659 | |||||||
| Other operations | 3 | 3 | 4 | 7 | ||||||
| Balance as of 31st March 2022 | 234,412 | 46,882 | (55,424) | (443) | 441,366 | 206,162 | 12,184 | 885,140 | 9,404 | 894,544 |
| (Thousands of Euro) | Share capital Legal reserve Own shares | Reserves IAS 19 actuarial differences |
Other reserves |
Profits carried forward |
Net result for the period |
Group's net equity |
Net result and net equity of others |
Total net equity |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of 1st January 2021 | 234,412 | 46,882 | (55,628) | (527) | 433,301 | 136,762 | 58,701 | 853,903 | (0) | 853,903 |
| Result for the period | 13,619 | 13,619 | 13,619 | |||||||
| Other operations | 152 | 152 | 152 | |||||||
| Total result of overall income statement | (0) | 152 | (0) | 13,619 | 13,770 | 0 | 13,770 | |||
| Allocation of 2020 result | 58,701 | (58,701) | (0) | (0) | ||||||
| Balance as of 31st March 2021 | 234,412 | 46,882 | (55,628) | (527) | 433,453 | 195,463 | 13,619 | 867,673 | 0 | 867,673 |
| First quarter | |||
|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | |
| Total comprehensive income | 16,593 | 13,770 | |
| Cash flows generated (used) by operating activities | |||
| Adjustments to reconcile net income to net cash | |||
| Third-parties operating result | (15) | (221) | 0 |
| Fair value of derivatives relating to associated companies, changes in the period net of tax | (15) | (2,678) | 0 |
| Changes in HA reserves for MTM derivatives | (15) | (1,731) | (152) |
| Amortization | (35) | 10,353 | 8,781 |
| Bad debt provisions | (9) | 2 | 0 |
| Depreciation of fixed assets | (33) | 49 | 52 |
| Variations in severance indemnity | (17) | 30 | 7 |
| Current assets / liabilities on financial instruments | (14 ; 28) | (24) | (20) |
| Net variation of other funds | (16) | 1,360 | 104 |
| Evaluation of subsidiaries with the net equity method | (36) | (10,831) | (8,842) |
| Interest expense paid | (636) | (623) | |
| Interest expense for the period | (36) | 775 | 470 |
| Taxes for the period | (37) | 916 | 1,663 |
| Total adjustments | (2,636) | 1,439 | |
| Variations in assets and liabilities | |||
| Inventories | (8) | (510) | (123) |
| Accounts payable | (9) | (4,897) | (19,888) |
| Other current assets | (10) | 779 | 14,062 |
| Trade payables | (24) | (318) | 5,669 |
| Other current liabilities | (26) | 19,723 | 37,415 |
| Other non-current assets | (5) | 15 | 714 |
| Other non-current liabilities | (20) | 138 | 486 |
| Total variations in assets and liabilities | 14,931 | 38,334 | |
| Cash flows generated (used) by operating activities | 28,888 | 53,543 | |
| Cash flows generated (used) by investments | |||
| Investments in intangible assets | (2) | (11,051) | (10,697) |
| Investments in tangible assets | (3) | (2,012) | (235) |
| Disposal / (acquisitions) in shareholdings and advances | (4) | (37,110) | (0) |
| Cash flows generated/(used) by investments | (50,173) | (10,932) | |
| Cash flows generated (used) by financial activities | |||
| Net changes in short-term bank borrowings | (23) | (25,612) | (19,840) |
| Ignitions outstanding medium- and long-term bonds | (18) | 70,070 | 0 |
| Net variation in current financial assets and liabilities | (11 ; 27) | (177) | (1,200) |
| Ignitions loans and mortgages | (19) | 130,000 | 28,000 |
| Redemptions loans and mortgages | (19) | (70,000) | (26,000) |
| Cash flows generated (used) by financial activities | 104,277 | (19,039) | |
| Variations in cash | 82,993 | 23,572 | |
| Cash and cash equivalents at the beginning of the period | 42,539 | 21,902 | |
| Cash and cash equivalents at the end of the period | 125,533 | 45,475 |
In accordance with CONSOB resolution no. 15519 dated 27th July 2006, the effects of the transactions with related parties are highlighted in the table in paragraph "Transactions with related parties" of this interim financial report.
Ascopiave S.p.A. (hereinafter "Ascopiave", the "Company" or the "Parent Company" and, jointly with its subsidiaries, the "Group" or the "Ascopiave Group") is a legal entity under Italian law. Ascopiave S.p.A. is a joint-stock company with Italian domicile established in Italy.
As of 31st March 2022, the majority share of the Company's share capital, amounting to Euro 234,411,575, was held by Asco Holding S.p.A.; the remainder was distributed among other private shareholders. Ascopiave is listed since December 2006 on the Mercato Telematico Azionario – STAR Segment – organised and managed by Borsa Italiana S.p.A.. The registered office of the Company is in Pieve di Soligo (TV), in via Verizzo, 1030, Italy.
The publication of the Interim financial report as of 31st March 2022 of the Ascopiave Group was authorised by resolution of the Board of Directors on 12th May 2022.
Ascopiave mainly operates in the sector of distribution of natural gas, as well as in other sectors related to the core business, such as heat management and co-generation.
The Group owns concessions and direct assignments for the management of the activity of gas distribution in 268 municipalities (268 municipalities as of 31st December 2021, has a distribution network extending for over 12,960 km (12,960 km as of 31st December 2021) and provides a service to a catchment area bigger than 1 million inhabitants.
The Ascopiave Group has a 48% stake in the share capital of Estenergy S.p.A., a company selling natural gas and electricity, and an 18% stake in the share capital of Cogeide S.p.A., a company that operates in the field of water services in the Lombardy region.
On 21st December 2021, an investment in the renewable energy sector, specifically in the hydroelectric segment, was finalised consistent with the 2020-2024 Strategic Plan. The transaction involved the purchase of the entire share capital of a special purpose vehicle of the EVA Group (subsequently renamed "Asco Renewables S.p.A."), to which the equity investments of 3 companies that hold a total of six hydroelectric plants located in Lombardy and Piedmont were transferred.
In January 2022, two investments were finalised in the renewable energy sector, specifically in the wind segment with the acquisition of 60% of Salinella Eolico S.r.l. and in the wind and hydroelectric segment with the acquisition of 79.74% of Eusebio Energia S.r.l., consistent with the 2020-2024 Strategic Plan.
The Ascopiave Group's Financial Statements are prepared pursuant to IFRS, that is all the "International Financial Reporting Standards", "International Accounting Standards" (IAS), all the interpretations of the "International Financial Reporting Committee" (IFRIC), previously "Standing Interpretations Committee" (SIC) adopted at the reporting date by the European Commission pursuant to the procedure set forth in EC Directive no. 1606/2002 issued by the European Parliament and Council on 19th July 2002.
The accounting standards adopted in these Interim Financial Statements are consistent with those used in the Consolidated Financial Statements as of 31st December 2021.
The interim financial statements are expressed in Euro, the currency used in the economy where the Group operates, and include the Consolidated assets and liabilities statement, the Comprehensive consolidated income statement, the Consolidated statement of changes in shareholders' equity, the Consolidated statement of cash flows and the Explanatory notes. All the values reported in the statements and explanatory notes are expressed in thousands of Euros, unless otherwise indicated.
The values used for consolidation were gathered from income statements and balance sheets prepared by the Directors of the individual subsidiaries. These data have been adjusted and reclassified, where necessary, to ensure compliance with international accounting standards and with the classification criteria applied throughout the Group.
These Interim financial statements as of 31st March 2022 were approved by the Board of Directors of the Company on 12th May 2022.
The items of the consolidated assets and liabilities statement are classified into "current" and "non-current"; those in the comprehensive consolidated income statement are classified by their nature in multi-step format.
The statement of changes in shareholders' equity presents the opening and closing balances of each net equity item reconciling them through the profit or loss for the period, any operation with shareholders (if applicable) and other variations in the net equity.
The statement of cash flows has been defined according to the "indirect" method, by adjusting operating income of non-monetary components. We believe that these patterns adequately represent the economic situation and financial position.
The preparation of the interim report for the first quarter of 2022 requires the management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, as well as the disclosure of contingent assets and liabilities at the reporting date.
If, in the future, such estimates and assumptions, which are based on the management's best assessment, differ from the actual circumstances, they shall be modified so as to be appropriate in the period in which the circumstances arise. For a detailed description of the most significant evaluation processes of the Group, please refer to paragraph "Use of Estimates" of the Consolidated Financial Statements as of 31st December 2021.
Moreover, some evaluation procedures, in particular the most complex ones, such as the determination of any impairment of non-current assets, are usually fully performed only while preparing the annual financial statements, when all the necessary information is available, except for cases in which there are impairment indicators that require an immediate evaluation of potential losses.
Income taxes are recognised on the basis of the best assessment of the weighted average tax rate expected for the entire financial year by each company included in the consolidation area.
On 21st January 2022, the Ascopiave Group announced that it had acquired, through the subsidiary Asco Renewables S.p.A., a 60% stake in the capital of Salinella Eolico S.r.l., belonging to Renco S.p.A.. Salinella Eolico S.r.l., whose remaining 40% stake is held by Renco S.p.A., plans to build a wind farm in the Province of Catanzaro with a rated capacity of up to 21 MW; the competent authorities have already granted part of the authorisations, while the pending permits are well underway.
As the terms stated in IFRS 3 have elapsed, the originally consolidated book values are now final.
On 28th January 2022, Ascopiave S.p.A. announced the finalisation of an additional investment in the renewable energy sector, specifically in the hydroelectric and wind power segments, as stated in the 2020-2024 Strategic Plan.
The investment consisted in the acquisition by Ascopiave of the 79.74% majority stake held by Supermissile S.r.l. in the share capital of Eusebio Energia S.r.l. ("Eusebio"), a company operating in the energy sector.
Eusebio has 22 plants for the production of electricity from renewable sources, of which 21 hydroelectric plants, for a total capacity of 44 MW, located in Lombardy and Veneto, and a wind farm, consisting of 14 turbines of 1 MW each, located in Campania.
As the terms stated in IFRS 3 have elapsed, the originally consolidated book values are now final.
The interim financial statements include the financial statements of all the subsidiaries. The Group controls an entity when the Group is exposed, or is entitled, to the variability of results from such entities and has the possibility of influencing these outcomes through the exercise of power over the entity. The financial statements of the subsidiaries are included in the Consolidated financial statements commencing the date on which control is taken until the date such control ceases. The costs incurred in the acquisition process are recognised in the year they are incurred. The assets and liabilities, the charges and income of companies consolidated with the line-by-line method are fully included in the consolidated financial statements; the book value of investments is eliminated against the corresponding share of equity of the investee companies. Receivables and payables, as well as the costs and revenues arising from transactions between companies included in the consolidation area are entirely eliminated; the capital gains and losses arising from transfers of assets between consolidated companies, the gains and losses deriving from transactions between consolidated companies related to the sale of assets that remain as inventories of the purchasing company, the write-downs and write-backs of investments in consolidated companies, as well as intercompany dividends are also eliminated.
At the date of acquisition of control, the net equity of the investee companies is determined by attributing to the individual assets and liabilities their current value. Any positive difference between the acquisition cost and the fair value of the net assets acquired is recognised as "Goodwill"; if negative, it is recognised in the income statement.
The equity and profit shares attributable to minority interests are recorded in specific items of the shareholders' equity and income statement. In the case of acquisition of partial control, the equity share of minority interests is determined on the basis of the share of the current values assigned to assets and liabilities at the date of acquisition of control, excluding any goodwill attributable to them (so-called partial goodwill method); in relation to this, the minority interests are measured at their total fair value, also including the goodwill (negative goodwill) attributable to them. The choice of the methods for determining the goodwill (negative goodwill) is made based on each individual business combination operation.
In the case of shares acquired subsequent to the acquisition of control (purchase of minority interests), any positive difference between the acquisition cost and the corresponding portion of equity acquired is recognised in equity; similarly, the effects arising from the sale of minority interests without loss of control are recognised in equity.
If the acquisition value of the shares is higher than the net equity pro-quota value of the investees, the positive difference is attributed, where possible, to the net assets acquired based on their fair value while the remainder is recorded in an item of assets, "Goodwill".
The value of goodwill is not amortised but is subject to, at least on an annual basis, an impairment test when facts or changes in the circumstances indicate that the carrying value cannot be realised. Goodwill is booked at cost, net of impairment losses. If the carrying value of the investments is lower than the net equity pro-quota value of the investees, the negative difference is recognised in the income statement. The acquisition costs are booked in the income statement.
Affiliates are those over which a significant influence is exercised, which is presumed to exist when the shareholding is between 20% and 50% of the voting rights. Investments in affiliates are initially recorded at cost and subsequently assessed using the equity method. The carrying value of these investments is in line with the Shareholders' equity and includes the entry of the higher values attributed to assets and liabilities and any goodwill identified upon acquisition. The unrealised gains and losses generated on transactions between the Parent Company/Subsidiaries and the investee valued with the equity method are eliminated based on the value of the stake held by the Group in the investee; the unrealised losses are eliminated, except when they represent an impairment.
The financial statements of the subsidiaries used for the purpose of preparing the Interim Report are those approved by the respective Boards of Directors. The data of the companies consolidated on a line-by-line basis or with the equity method are adjusted, where necessary, to harmonise them with the accounting standards used by the Parent company, which are in accordance with the IFRS adopted by the European Union.
The companies included in the consolidation area as of 31st March 2022 and consolidated through the line-by-line or equity method are the following:
| Company name | Registered offices | Paid-up capital Group interest | Direct controlling interest |
Indirect controlling interest |
|
|---|---|---|---|---|---|
| Parent company | |||||
| Ascopiave S.p.A. | Pieve di Soligo (TV) | 234,411,575 | |||
| 100% consolidated companies | |||||
| AP Reti Gas S.p.A. | Pieve di Soligo (TV) | 1.000.000 | 100.00% | 100.00% | 0% |
| AP Reti Gas Rovigo S.r.l. | Rovigo (RO) | 7.000.000 | 100.00% | 100.00% | 0% |
| Edigas Esercizio Distribuzione Gas S.p.A. | Pieve di Soligo (TV) | 3.000.000 | 100.00% | 100.00% | 0% |
| Asco Energy S.p.A. | Pieve di Soligo (TV) | 1.000.000 | 100.00% | 100.00% | 0% |
| AP Reti Gas Vicenza S.p.A. | Pieve di Soligo (TV) | 10.000.000 | 100.00% | 100.00% | 0% |
| AP Reti Gas Nord Est S.r.l. | Padova (PD) | 15,000,000 | 100.00% | 100.00% | 0% |
| Cart Acqua S.r.l. | Nembro (BG) | 50,000 | 100.00% | 100.00% | 0% |
| Eusebio Energia S.r.l. | Pieve di Soligo (TV) | 42,200,000 | 79.74% | 79.74% | 0% |
| Salinella Eolico S.r.l. | (1) Pieve di Soligo (TV) | 10,000 | 60.00% | 0.00% | 60% |
| Asco Renewables S.p.A. | Pieve di Soligo (TV) | 100,000 | 100.00% | 100.00% | 0% |
| Sangineto Energie S.r.l. | (1) Gavardo (BS) | 20,000 | 100.00% | 0.00% | 100% |
| Morina S.r.l. | (1) Pezzaze (BS) | 10,000 | 75.00% | 0.00% | 75% |
| Eosforo S.r.l. | (1) Gavardo (BS) | 95,000 | 100.00% | 0.00% | 100% |
| Affiliated Companies | |||||
| Estenergy S.p.A. | Trieste (TS) | 299,925,761 | 48.00% | 48.00% | 0% |
| Cogeide S.p.A. | (2) Mozzanica (BG) | 16,945,026 | 18.33% | 0.00% | 18.33% |
(1) Investees through Asco Renewables S.p.A.
(2) Investees through Cart Acqua S.r.l.
Ascopiave purchased 60% of the share capital of the company Salinella Eolico S.r.l. on 21st January 2022 and 79.74% of the share capital of the company Eusebio Energia S.r.l. on 28th January 2022; on 31st March 2022, the Group consolidated on a line-by-line basis the balance sheet and profit and loss data of both companies.
| Revenues from | Net financial | Reference | |||
|---|---|---|---|---|---|
| Description | sales and service | Net result | Net equity | position (liquid | accounting |
| supply | assets) | principles | |||
| Parent company | |||||
| Ascopiave S.p.A. | 2,672 | (2,817) | 826,563 | 240,936 | IFRS |
| 100% consolidated companies | |||||
| AP Reti Gas Nord Est S.r.l. | 6,636 | 1,399 | 138,061 | (5,467) | IFRS |
| AP Reti Gas S.p.A. | 15,771 | 2,815 | 316,759 | (8,779) | IFRS |
| Cart Acqua S.r.l. | 73 | (19) | 3,886 | (263) | Ita Gaap |
| Edigas Esercizio Distribuzione Gas S.p.A. | 4,595 | 484 | 63,930 | 14,339 | Ita Gaap |
| AP Reti Gas Vicenza S.p.A. | 3,490 | (298) | 17,069 | 22,994 | Ita Gaap |
| AP Reti Gas Rovigo S.r.l. | 1,150 | 310 | 20,554 | 6,261 | Ita Gaap |
| Asco Energy S.p.A. | 409 | (16) | 735 | 2,410 | Ita Gaap |
| Asco Renewables S.p.A. | 1 | (39) | 144 | (6) | Ita Gaap |
| Morina S.r.l. | 29 | (48) | (184) | 1,597 | Ita Gaap |
| Sangineto Energie S.r.l. | 53 | (223) | 3,375 | (373) | Ita Gaap |
| Eosforo S.r.l. | 118 | 2 | 8,554 | 3,399 | Ita Gaap |
| Eusebio Energia S.r.l. | 1,814 | (1,066) | 46,610 | 15,660 | Ita Gaap |
| Salinella Eolico S.r.l. | (7) | (4) | (8) | Ita Gaap |
The company Ascopiave S.p.A. holds stakes in consolidated subsidiaries in which third parties hold minority interests. Please consult the table contained in the previous paragraph for an indication of the controlling interest relating to each consolidated company. The minority interests in the assets and financial flows of the Ascopiave Group are considered irrelevant by the Management.
Goodwill, equal to Euro 56,050 thousand as of 31st March 2022, increased as compared to 31st December 2021 by Euro 6,778 thousand due to the surplus value resulting from the acquisition of 79.74% of the shares of Eusebio Energia S.r.l., a company operating in the sector of electricity generation from renewable sources. For more details, please read the paragraph "Business combinations" of this interim report on operations. The allocation made will be further investigated and checked in order to determine, within the annual term stated in the accounting standards, the final recognition of the business combination.
The residual amount refers in part to the surplus value created by the delivery, in the period between 1996 and 1999, of the gas distribution networks by the shareholder municipalities, and in part to the surplus value paid upon the acquisition of some business units related to the distribution of natural gas. Among these, there is the goodwill recognised subsequent to the merger through acquisition of Unigas Distribuzione S.r.l. into Ascopiave S.p.A., for Euro 9,368 thousand, and the goodwill from the purchase of the entire share capital of the newly established company AP Reti Gas Nord Est S.r.l., for Euro 14,149 thousand. Compared to the previous year, the increase recorded is related to the surplus value paid upon acquisition of Eusebio Energia S.r.l. for Euro 6,778 thousand.
Pursuant to International Accounting Standard 36, goodwill is not subject to amortisation, but its impairment is verified at least annually.
In order to determine the recoverable amount, goodwill is allocated to the Cash Generating Units consisting in natural gas distribution (gas distribution CGU) and energy production from renewable sources (energy production CGU).
The balance of goodwill recorded at the end of the periods considered is shown in the following table:
| (Thousands of Euro) | 31.12.2021 | Increases | 31.03.2022 |
|---|---|---|---|
| Distribution of natural gas | 49,272 | 0 | 49,272 |
| Energy production from renewable sources | 0 | 6,778 | 6,778 |
| Total goodwill | 49,272 | 6,778 | 56,050 |
During the first quarter of the year, a war broke out between Russia and Ukraine, and international geopolitical tension escalated day by day. The situation of uncertainty and the still persisting international crisis have significantly revived the inflationary trend which has resumed strongly, primarily affecting the price of natural gas and oil, which in turn has impacted other consumer goods which, for their manufacture or transport, require the consumption of energy.
On 31st March 2022, considering the volatility of commodities and the uncertain economic context of the next months of 2022, the directors assessed the impacts of the international crisis and the macroeconomic context on the Group's economic and financial performance as well as any changes in external indicators and internal values used in the impairment tests conducted for the preparation of the financial statements as at 31st December 2021. The Group has carefully and constantly monitored the evolution of inflation, specifically as regards the price baskets which most influence the business of the Group companies, and the economic situation. This has enabled the Group's Management to assess the potential impacts in terms of performance and make any decisions aimed at mitigating the effects that could be reflected on the business. Given the results achieved in the first quarter, the effects of the actions taken and the results of the impairment tests carried out when preparing the financial statements as at 31st December 2021, the directors deemed the changes found in the external indicators and internal values, used to estimate the recoverable amounts of the individual cash-generating units, to be irrelevant; consequently, they did not deem it necessary to conduct a new full impairment test on the book value of goodwill.
The changes in the historical cost and accumulated amortisation of other intangible assets at the end of the periods under examination are shown in the following table:
| 31.03.2022 | 31.12.2021 | |||||
|---|---|---|---|---|---|---|
| Historic cost | Accumulated | Net value | Historic cost | Accumulated | Net value | |
| (Thousands of Euro) | depreciation | depreciation | ||||
| Industrial patent and intellectual property rights | 9,345 | (6,081) | 3,265 | 9,346 | (5,976) | 3,370 |
| Concessions, licences, trademarks and similar rights | 16,689 | (12,779) | 3,911 | 15,860 | (12,564) | 3,296 |
| Other intangible assets | 11,976 | (4,718) | 7,258 | 10,201 | (4,664) | 5,537 |
| Tangible assets under IFRIC 12 concession | 1,100,008 | (535,286) | 564,722 | 1,077,891 | (527,523) | 550,367 |
| Tangible assets in progress under IFRIC 12 concession | 23,419 | 0 | 23,419 | 34,701 | 0 | 34,701 |
| Intangible assets in progress and advances payments | 817 | 0 | 817 | 735 | 0 | 735 |
| Other intangible assets | 1,162,681 | (559,291) | 603,391 | 1,148,734 | (550,727) | 598,007 |
The changes in intangible assets in the year under examination and the previous one are shown in the following table:
| 31.12.2021 | 31.03.2022 | ||||||
|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | Net value | Change for the period |
Enlargement of the consolidation perimeter |
Decrease | Amortizations during the period |
Depreciations | Net value |
| Industrial patent and intellectual property rights | 3,370 | 3 | 0 | 108 | 3,265 | ||
| Concessions, licences, trademarks and similar rights | 3,296 | 5 | 815 | 205 | 3,911 | ||
| Other intangible assets | 5,537 | 0 | 1,775 | 54 | 7,258 | ||
| Tangible assets under IFRIC 12 concession | 550,367 | 22,117 | 0 | 0 | 7,763 | 564,722 | |
| Tangible assets in progress under IFRIC 12 concession | 34,701 | (11,234) | 0 | 48 | 0 | 23,419 | |
| Intangible assets in progress and advances payments | 735 | 82 | 0 | 0 | 817 | ||
| Other intangible assets | 598,007 | 10,973 | 2,590 | 49 | 8,130 | 0 | 603,391 |
| 31.12.2020 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | Net value | Change for the period |
Decrease | Amortizations during the period |
Depreciations | Net value |
| Industrial patent and intellectual property rights | 1,103 | 2 | 28 | 1,081 | ||
| Concessions, licences, trademarks and similar rights | 4,324 | (0) | 270 | 4,054 | ||
| Other intangible assets | 5,265 | 0 | 59 | 5,206 | ||
| Tangible assets under IFRIC 12 concession | 543,771 | 7,847 | 48 | 7,845 | (14) | 543,740 |
| Tangible assets in progress under IFRIC 12 concession | 20,783 | 2,732 | 17 | 0 | 23,498 | |
| Intangible assets in progress and advances payments | 2,167 | 116 | 0 | 2,283 | ||
| Other intangible assets | 577,413 | 10,697 | 66 | 8,201 | (14) | 579,861 |
The extension of the scope of consolidation in the first quarter with the acquisition of control of Eusebio Energia S.r.l. and Salinella Eolico S.r.l., determined the recognition of intangible assets for Euro 2,590 thousand.
With the same scope of consolidation, the investments made during the first quarter of the year amount to Euro 10,973 thousand and mainly refer to costs incurred for the construction of the infrastructures for natural gas distribution.
During the period considered, the item "Industrial patents and intellectual property rights" did not register significant investments and its variation equals the amortisation of the period.
This item mainly includes costs paid to awarding entities (Municipalities) and/or outgoing operators after the award and/or the renewal of the relevant tenders for the assignment of the natural gas distribution service, as well as costs incurred for the acquisition of licences. With the same scope of consolidation, during the first quarter of the year, the
item did not register investments and the variation is mainly explained by amortisation. The assignments obtained, subsequent to the implementation of Legislative Decree no. 164/00 (Letta Decree), are amortised with a useful life of 12 years in compliance with the period stated in the decree.
The extension of the scope of consolidation determined the recognition of concessions, licences, trademarks and similar rights for Euro 815 thousand.
With the same scope of consolidation, the item other intangible fixed assets did not record investments compared to the previous year and the change is mainly explained by the extension of the scope of consolidation and amortisation. The extension of the scope of consolidation resulted in an increase in the item equal to Euro 1,775 thousand.
The item reports the costs incurred for the construction of natural gas facilities and distribution network, the related connections as well as for the installation of metering and reduction groups. At the end of the first quarter of the year the item recorded a net positive change of Euro 14,354 thousand, mainly explained by investments made in the period and the reclassification of investments made during the previous year but which became operational in 2022. The increase was partly offset by amortisation. The investments, including the reclassifications of assets under construction, totalled Euro 22,117 thousand.
The infrastructures located in Municipalities in which the invitation to tender for the distribution of natural gas has not been launched, are depreciated by applying the lower amount between the technical life of plants and the useful life indicated by the ARERA in tariff regulations. The technical life of plants has been assessed by an independent expert who has determined the technical obsolescence of the infrastructures.
The item includes the costs incurred for the construction of the natural gas distribution plants and systems constructed partially on a time and materials basis and not completed at the end of the period. The item decreased by Euro 11,234 thousand due to the reclassification of investments made during the previous years but which became operational in the first quarter of 2022.
The item includes the costs incurred for the purchase and development of management software not completed at the end of the period and related to the core business of natural gas distribution. The change recorded is mainly related to investments in software developments not completed at the reporting date.
The changes in the historical cost and accumulated depreciation of tangible assets at the end of the periods under examination are shown in the following table:
| 31.03.2022 | 31.12.2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accumulated | Provision for | Accumulated | Provision for | |||||||||
| (Thousands of Euro) | Historic cost | depreciation | impairment | Net value | Historic cost | depreciation | impairment | Net value | ||||
| Lands and buildings | 49,734 | (18,573) | (265) | 30,897 | 45,363 | (17,242) | (265) | 27,856 | ||||
| Plant and machinery | 161,723 | (89,057) | (1,059) | 71,607 | 19,680 | (4,109) | (1,059) | 14,512 | ||||
| Industrial and commercial equipment | 4,920 | (4,279) | 641 | 4,645 | (3,996) | 649 | ||||||
| Other tangible assets | 22,104 | (19,497) | 2,608 | 21,353 | (18,707) | 2,646 | ||||||
| Tangible assets in progress and advance payments | 2,755 | 0 | (633) | 2,122 | 351 | 0 | (55) | 297 | ||||
| Rights of use | 13,183 | (1,399) | 11,784 | 13,183 | (1,132) | 12,051 | ||||||
| Other tangible assets | 254,420 | (132,804) | (1,958) | 119,658 | 104,577 | (45,186) | (1,379) | 58,012 |
The changes in tangible assets in the quarter under examination and in the previous year are shown in the following table:
| 31.12.2021 | 31.03.2022 | ||||
|---|---|---|---|---|---|
| (Thousands of Euro) | Net value | Change for the period |
Enlargement of the consolidation perimeter |
Amortizations during the period |
Net value |
| Lands and buildings | 27,856 | 0 | 3,341 | 301 | 30,897 |
| Plant and machinery | 14,512 | 114 | 57,014 | 33 | 71,607 |
| Industrial and commercial equipment | 649 | 18 | 3 | 29 | 641 |
| Other tangible assets | 2,646 | 24 | 43 | 105 | 2,608 |
| Tangible assets in progress and advance payments | 297 | (128) | 1,953 | 0 | 2,122 |
| Rights of use | 12,051 | 0 | 0 | 267 | 11,784 |
| Other tangible assets | 58,012 | 28 | 62,354 | 736 | 119,658 |
| 31.12.2020 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | Net value | Change for the period |
Decrease | Amortizations during the period |
Depreciations | Net value |
| Lands and buildings | 27,297 | 0 | 299 | 26,998 | ||
| Plant and machinery | 1,184 | 0 | 19 | 1,165 | ||
| Industrial and commercial equipment | 689 | 94 | 20 | 764 | ||
| Other tangible assets | 2,738 | 108 | 154 | 0 | 2,692 | |
| Tangible assets in progress and advance payments | 595 | 0 | 0 | 595 | ||
| Rights of use | 940 | 32 | 88 | 885 | ||
| Other tangible assets | 33,443 | 235 | 0 | 580 | 0 | 33,098 |
The extension of the scope of consolidation in the first quarter with the acquisition of control of Eusebio Energia S.r.l. and Salinella Eolico S.r.l., determined the recognition of tangible fixed assets for Euro 62,358 thousand, mainly representative of the book values of the hydroelectric and wind power plants managed by the aforementioned companies and located in the national territory.
With the same scope of consolidation, the investments made during the quarter amounted to Euro 28 thousand.
The extension of the scope of consolidation determined the recognition of the values recorded in the item by the new subsidiaries and which, at the end of the first quarter of the year, amounted to Euro 3,341 thousand. They mainly represent land and buildings related to the hydroelectric and wind power plants managed. With the same scope of consolidation, the item is mainly made up of the buildings owned in relation to company offices and secondary offices and warehouses. During the first quarter of the year, the item did not register investments and the variation is explained by depreciation.
With the same scope of consolidation, during the period the item "Plants and machinery" registered investments for Euro 114 thousand and depreciation for Euro 33 thousand.
The extension of the scope of consolidation resulted in an increase in the item of Euro 57,014 thousand. The amount is mainly explained by the investments made by the newly acquired companies in hydroelectric and wind power generation plants.
The item "Industrial and commercial equipment", with the same scope of consolidation, registered investments equal to Euro 18 thousand. It includes costs incurred for the purchase of equipment for the maintenance of distribution plants and metering. The extension of the scope of consolidation resulted in an increase in the item of Euro 3 thousand.
With the same scope of consolidation, the investments made during the first quarter of the year are equal to Euro 24 thousand and they mainly relate to the costs incurred for the purchase of hardware and company vehicles. The extension of the scope of consolidation resulted in an increase in the item of Euro 43 thousand.
With the same scope of consolidation, the item mainly includes costs incurred for extraordinary maintenance of company headquarters and/or peripheral warehouses and not completed at the reporting date. During the quarter, the item recorded a negative change of Euro 128 thousand related to the reclassification of the investments made in previous years for the construction of a photovoltaic system at the Pieve di Soligo headquarters, for Euro 168 thousand, whose works were completed during the first quarter of 2022.
The item includes the rights of use related to the application of IFRS 16. The application of the standard mainly concerned operating leases relating to tangible fixed assets: lease of buildings and rental of vehicles and trucks. The change recorded during the first quarter of the year is explained by depreciation.
The following table shows the changes in the shareholdings at the end of each period considered:
| 31.12.2021 | 31.03.2022 | ||||
|---|---|---|---|---|---|
| (Thousands of Euro) | Net value | Decrease | Measurement with the equity method |
Net value | |
| Shareholdings in associated companies | 442,434 | 0 | 13,489 | 455,923 | |
| Shareholdings in other companies | 78,925 | 78,925 | |||
| Shareholdings | 521,359 | 0 | 13,489 | 534,848 |
During the year, the item "Equity investments" recorded an overall increase of Euro 13,489 thousand due to investments in affiliates.
The table below shows the details of the equity investments recognised at the end of the periods considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Shareholdings in Estenergy S.p.A. | 447,856 | 434,368 |
| Shareholdings in Cogeide S.p.A. | 8,066 | 8066 |
| Shareholdings in associated companies | 455,923 | 442,434 |
| Shareholdings in Hera Comm S.p.A. | 54,000 | 54,000 |
| Shareholdings in ACSM AGAM S.p.A. | 24,923 | 24,923 |
| Shareholdings in Banca Prealpi SanBiagio Credito Cooperativo - Soc. Coop. | 1 | 1 |
| Shareholdings in BCC Busto Garolfo e Buguggiate S.C. | 1 | 0 |
| Shareholdings in BVR Banca - Banche Venete Riunite Credito Cooperativo | ||
| di Schio, Pedemonte, Roana e Vestenanova - Società Cooperativa | 1 | 1 |
| Shareholdings in other companies | 78,925 | 78,925 |
| Shareholdings | 534,848 | 521,359 |
At the end of the first quarter of the year, investments in affiliate companies were recorded for Euro 455,923 thousand, an amount related to the 48% stake held in EstEnergy S.p.A. and the stake in Cogeide S.p.A..
The equity investment in Estenergy, at the end of the first quarter equal to Euro 447,856 thousand, increased by Euro 13,489 thousand, explained by the valuation using the equity method of the consolidated results accrued during the period. The Company, whose share capital is owned by Ascopiave S.p.A. (48%) and Hera S.p.A. (52%) sells natural gas and electricity.
During the first quarter of 2022, the investment in Cogeide, to the tune of Euro 8,066 thousand, is unchanged.
The table below shows the operating results, financial position and cash flows of the EstEnergy Group at the reporting date and at the end of the same period in the previous year:
| Values inclusive of consolidation entries and expressed in millions | First quarter 2022 First quarter 2022 | First quarter 2021 First quarter 2021 | ||
|---|---|---|---|---|
| of Euro) | pro rata | pro rata | ||
| Non-current assets | 321.7 | 670.2 | 330.7 | 689.0 |
| Current assets | 306.4 | 638.4 | 192.6 | 401.3 |
| Net equity of the Group | 365.0 | 760.3 | 356.9 | 743.6 |
| Net equity of Others | 0.7 | 1.4 | 2.7 | 5.7 |
| Non-current liabilities | 29.7 | 62.0 | 27.8 | 57.8 |
| Current liabilities | 232.8 | 485.0 | 136.0 | 283.2 |
| Revenues | 269.0 | 560.5 | 135.5 | 282.4 |
| Costs | 250.3 | 521.5 | 118.1 | 246.1 |
| Gross operative margin | 18.7 | 38.9 | 17.4 | 36.3 |
| Amortiziation and depreciation | 4.9 | 10.2 | 3.9 | 8.2 |
| Operating result | 13.8 | 28.8 | 13.5 | 28.1 |
| Group's Net Result | 11.3 | 23.5 | 9.4 | 19.7 |
| Third parties Net Result | 0.1 | 0.3 | 0.6 | 1.3 |
| NFP | (28.2) | (58.8) | (27.8) | (57.9) |
At the end of the first quarter of the year, other equity investments amounted to Euro 78,925 thousand. The item includes equity investments already recorded at the end of the previous year, unchanged in the quarter in question, consisting of 3% of the share capital of Hera Comm for Euro 54,000 thousand, acquired upon signing the commercial partnership with the Hera Group, completed on 19th December 2019, of 5.00% of the share capital of Acsm Agam S.p.A. for Euro 24,923 thousand, whose value was written down for Euro 1,806 thousand in the year 2020, and the residual equity investments, equal to Euro 2 thousand, relating to the stakes in Banca Prealpi SanBiagio Credito Cooperativo - Soc. Coop. for Euro 1 thousand and in Banca Alto Vicentino S.p.A. for Euro 1 thousand.
Ascopiave S.p.A. has put options on the equity investment held in the affiliate company EstEnergy and on the stake in Hera Comm which, at the end of the year, showed a nil fair value.
The following table shows the breakdown of "Other non-current assets" at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Security deposits | 1,634 | 1,394 |
| Other receivables | 2,197 | 2,210 |
| Other non-current assets | 3,831 | 3,604 |
At the end of the first quarter of the year, non-current assets recorded an overall increase compared to the previous year equal to Euro 227 thousand. This is mainly explained by the extension of the scope of consolidation which resulted in the recognition of non-current assets for Euro 242 thousand, related specifically to security deposits.
The table below shows the balance of non-current financial assets at the end of each reporting period:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Other financial receivables after 12 months | 2,878 | 2,864 |
| Non current financial assets | 2,878 | 2,864 |
Non-current financial assets increased from Euro 2,864 thousand in 2021 to Euro 2,878 thousand in the period in question, up Euro 14 thousand. The item includes the financial receivables from Local Entities deriving from the settlement agreements signed in previous years for assessing the value of the natural gas distribution infrastructure. The value entered under non-current financial assets represents the portion due beyond 12 months from the reporting date and, due to the duration of the agreed instalments, the item was discounted.
The item also includes receivables from the Municipality of Costabissara, with which a settlement agreement was signed in order to assess the value of the natural gas distribution infrastructure.
The following table highlights the balance of Deferred tax assets at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Advance tax receivables | 34,988 | 31,565 |
| Advance tax receivables | 34,988 | 31,565 |
At the end of the first quarter of the year, the item increased by Euro 3,422 thousand compared to the end of the previous year. This is mainly explained by the extension of the scope of consolidation which determined the recognition of deferred tax assets for Euro 3,028 thousand.
With the same scope of consolidation, deferred tax assets increased from Euro 31,565 thousand in 2021 to Euro 31,959 thousand in the period in question, up Euro 394 thousand. In calculating the taxes, reference was made to the IRES rate and, where applicable, to the IRAP rate in force, in relation to the tax period which includes the date of 31st March 2022 and at the time when it is estimated that any temporary differences will be carried forward.
(Thousands of Euro) Gross value Provision for obsolete inventory Net value Gross value Provision for obsolete inventory Net value Fuels and warehouse materials 6,356 (39) 6,317 6,780 (39) 6,741 Energy efficiency certificates 2,368 0 2,368 1,434 1,434 Inventories 8,724 (39) 8,685 8,214 (39) 8,176 31.03.2022 31.12.2021
The following table shows how the item is broken down for each period considered:
At the end of the first three months the year, inventories are equal to Euro 8,685 thousand, up Euro 510 thousand as compared to 31st December 2021. This is mainly explained by the increase of Euro 934 thousand in the stock of energy efficiency certificates purchased by the Group's ESCO and not sold at the reporting date.
Goods in stock are used for maintenance works or for the construction of distribution plants. In the latter case materials are reclassified as Tangible Fixed Assets once installation is complete. At the end of the quarter, the item decreased by Euro 424 thousand, from Euro 6,780 thousand on 31st December 2021, to Euro 6,356 thousand in the period in question.
Inventories are entered net of the provision for obsolete inventory, equal to Euro 39 thousand, in order to adapt their value to the opportunities for their clearance or use.
The following table shows how the item is broken down for each period considered:
| (Thousands of Euro) | 31.12.2020 | 31.12.2020 | |
|---|---|---|---|
| Receivables from customers | 21,979 | 5,716 | |
| Receivables for invoices to be issued | 14,721 | 21,769 | |
| Bad debt provisions | (2,309) | (698) | |
| Trade receivables | 34,391 | 26,786 |
Trade receivables, from Euro 26,786 thousand in 2021 to Euro 34,391 thousand in the period in question, mark an increase of Euro 7,604 thousand.
The extension of the scope of consolidation, subsequent to the purchase of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 1,499 thousand of which: Euro 239 thousand of receivables for invoices issued (net of the provision for risks) and Euro 1,260 thousand related to invoices to be issued. With the same scope of consolidation, the change in trade receivables is Euro 6,105 thousand. At the end of 2021, as in 2020, trade receivables were assigned by the Group distribution companies to factoring companies without recourse. The total assignment of receivables amounted to Euro 13,312 thousand.
Receivables from customers are expressed net of billing down payments and are payable within the following 12 months.
The provision for doubtful accounts, equal to Euro 2,309 thousand, mainly represents the risks of the newly acquired companies (Euro 1,609 thousand) and the Group's distribution companies, and at the end of the first quarter of the year required minor additional amounts (Euro 2 thousand).
The changes in the provision for doubtful accounts during the first quarter of the year are shown in the following table:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Initial bad debt provision | 698 | 692 |
| Provision for bad debts from expansion of | ||
| the consolidation perimeter | 1,609 | 0 |
| Provisions | 2 | 34 |
| Use | (0) | (28) |
| Final bad debt provision | 2,309 | 698 |
The following table highlights the composition of accounts receivables for invoices issued based on maturity, highlighting the capacity of the provision for doubtful accounts with respect to the due dates of receivables:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Gross trade receivable invoices issued | 21,979 | 5,716 |
| - allowance for doubtful accounts | (2,309) | (698) |
| Net trade receivables for invoices issued | 19,670 | 5,018 |
| Aging of trade receivables for invoices issued | ||
| - to expire | 19,426 | 4,077 |
| - expired within 6 months | 1,658 | 1,104 |
| - overdue by 6 to 12 months | 68 | 49 |
| - expired more than 12 months | 826 | 486 |
The following table shows the breakdown of the item at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Tax consolidation receivables | 184 | 184 |
| Annual pre-paid expenses | 3,244 | 998 |
| Advance payments to suppliers | 5,175 | 4,608 |
| Annual accrued income | 19 | 19 |
| Receivables due from CSEA | 23,401 | 17,414 |
| VAT Receivables | 1,069 | 127 |
| UTF and Provincial/Regional Additional Tax receivables | 40 | 40 |
| Other receivables | 2,439 | 2,186 |
| Other current assets | 35,570 | 25,575 |
The extension of the scope of consolidation, occurred with the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in other assets of Euro 1,319 thousand. Net of the effects described, the item changed by Euro 10,096 thousand, from Euro 25,575 thousand to Euro 34,251 thousand. The increase is mainly attributable to the higher receivables from Cassa Servizi Energetici ed Ambientali for Euro 5,987 thousand, the Euro 1,807 thousand increase in prepaid expenses on maintenance and insurance fees and higher down
payments to suppliers for Euro 476 thousand mainly due to the payment of concession fees to municipalities. At the end of the first quarter of the year, the receivables from Cassa Servizi Energetici e Ambientali (CSEA) amount to Euro 23,401 thousand and consist of receivables related to the achievement of the energy saving objectives for Euro 13,093 thousand (+Euro 1,821 thousand compared to 31st December 2021), and receivables recognised in relation to the tariff components applied to the natural gas distribution service for Euro 10,308 thousand (+Euro 4,166 thousand compared to 31st December 2021). The first are calculated based on the quantities of energy efficiency certificates delivered, net of the down payments received, and the quantities accrued until 31st March 2022 but not yet delivered on the same date. The unit contribution used for the economic quantification of the fulfilment is equal to the final contribution set for objectives related to closed regulatory periods, and equal to the fair value of the forecast contribution for the contributions being accrued and, as of 31st March 2022, equal to Euro 250 (Euro 250 as of 31st December 2020).
The following table shows the composition of current financial assets at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Other financial current assets | 812 | 908 |
| Current financial assets | 812 | 908 |
Current financial assets mark a decrease of Euro 96 thousand, from Euro 908 thousand as of 31st December 2021 to Euro 812 thousand in the period in question. The decrease is mainly explained by the closure of items of Asco Energy S.p.A. due to the demerger of the gas sales business unit to Ascopiave Energie S.p.A..
At the end of the period, the item also included the short-term portion of the receivables from Hera S.p.A. relating to the settlement agreement on excise duties for Euro 400 thousand, the receivables from the municipality of Creazzo for Euro 139 thousand and the short-term portion of the receivables from the municipality of Costabissara for Euro 167 thousand, subsequent to the settlement agreement reached with the Local Body in 2019.
The following table shows the composition of tax receivables at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Receivables related to IRAP | 494 | 494 |
| Receivables related to IRES | 926 | 926 |
| Other tax receivables | 215 | 202 |
| Tax receivables | 1,634 | 1,621 |
The extension of the scope of consolidation, subsequent to the purchase of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 13 thousand. With the same scope of consolidation, the item did not change during the quarter.
The item includes the residual credit of the IRAP advances paid and the IRES advances.
The following table shows how the item is broken down for each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Bank and post office deposits | 125,510 | 42,519 |
| Cash and cash equivalents on hand | 23 | 20 |
| Cash and cash equivalents | 125,533 | 42,539 |
The extension of the scope of consolidation, subsequent to the purchase of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 2,302 thousand. With the same scope of consolidation, cash and cash equivalents increased by Euro 80,692 thousand, from Euro 42,539 thousand in 2021 to Euro 123,231 thousand in the period in question.
Cash and cash equivalents mainly refer to bank accounting balances and company funds. For a better understanding of the changes in cash flows during the year, please refer to the statement of cash flows.
At the end of the periods considered, the net financial position of the Group is as follows:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Cash and cash equivalents | 125,533 | 42,539 |
| Current financial assets | 812 | 1,175 |
| Current financial liabilities | (2,051) | (1,985) |
| Payables due to banks and financing institutions | (225,497) | (199,632) |
| Net short-term financial position | (101,204) | (157,903) |
| Non current financial assets | 2,878 | 2,864 |
| Medium- and long-term bank loans | (205,814) | (161,488) |
| Outstanding medium- and long-term bonds | (94,251) | (24,181) |
| Non-current financial liabilities | (6,627) | (6,777) |
| Net medium and long-term financial position | (303,814) | (189,582) |
| Net financial position | (405,018) | (347,485) |
For comments on the main dynamics that caused changes in the net financial position, please refer to the analysis of the Group's financial data reported under the paragraph "Comments on the economic and financial results of the first quarter of 2022" and under the paragraph "Medium- and long-term loans" of these Interim financial statements.
The following table shows how the item is broken down for each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Assets on interest rates derivatives | 1,918 | 267 |
| Current assets from derivative financial instruments | 1,918 | 267 |
Current assets from derivative financial instruments relate to interest rate hedging agreements executed by the Parent Company Ascopiave in 2020 and 2021. With regard to the assets and liabilities related to derivatives, please refer to the paragraph "Risk and uncertainty factors" herein, which illustrates their effects.
Assets from derivatives connected with the loans signed by the Parent Company are represented by the fair value of the following derivatives existing as of 31st March 2022, whose financial manifestation will be divided based on the duration of the underlying loan:
| # Counterpart | Type of instrument | Underlying Commodity |
Trade date |
Effective date |
Expiry date |
Position | Contractual notion |
MtM (€/000) | |
|---|---|---|---|---|---|---|---|---|---|
| 1 BNL | Interest Rate Swap | Euribor 6M | 09-Aug-19 | 09-Feb-20 | 09-Feb-25 | Vanilla: Fixed - Float | 18,000,000 € | 165 | |
| 2 Credit Agricole | Interest Rate Swap | Euribor 6M | 27-Sep-19 | 01-Oct-19 | 27-Sep-24 | Vanilla: Fixed - Float | 15,000,000 € | 128 | |
| 3 Intesa Sanpaolo | Interest Rate Swap | Euribor 6M | 30-Nov-20 | 30-Nov-20 | 30-Nov-23 | Vanilla: Fixed - Float | 50,000,000 € | 619 | |
| 4 Mediobanca | Interest Rate Swap | Euribor 3M | 02-Dec-20 | 02-Dec-20 | 02-Dec-25 | Vanilla: Fixed - Float | 26,666,667 € | 514 | |
| 5 Mediobanca | Interest Rate Swap | Euribor 3M | 23-Dec-21 | 23-Dec-21 | 23-Dec-26 | Vanilla: Fixed - Float | 20,000,000 € | 491 | |
| Total | 129,666,667 € | 1,918 |
The financial instruments measured at fair value belong to Level 2 of the hierarchy.
Ascopiave S.p.A. share capital as of 31st March 2022 is made up of 234,411,575 ordinary shares, fully subscribed and paid, with a par value of Euro 1 each.
The shareholders' equity at the end of the periods considered is analysed in the following table:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Share capital | 234,412 | 234,412 |
| Legal reserve | 46,882 | 46,882 |
| Own shares | (55,423) | (55,423) |
| Reserves and profit carried forward | 647,086 | 597,347 |
| Group's Net Result | 12,184 | 45,326 |
| Net equity of the Group | 885,140 | 868,544 |
| Net equity of Others | 9,404 | (39) |
| Total Net equity | 894,544 | 868,505 |
Consolidated shareholders' equity at 31st March 2022 amounted to Euro 894,544 thousand, marking an increase of Euro 26,039 thousand compared to 2021. Changes in the consolidated shareholders' equity during the first quarter of the year, excluding the result achieved, are mainly explained by the entry of the minority shareholders of the companies Eusebio Energia S.r.l. and Salinella Eolico S.r.l. for Euro 9,687 thousand and the changes in hedge accounting reserves linked to derivative instruments for Euro 4,409 thousand.
At the end of the first quarter of the year, the company held treasury shares for a total value of Euro 55,423 thousand.
As of 31st March 2022, Ascopiave S.p.A. holds 17,701,578 shares, equal to 7.551% of the share capital, for the value above.
The hedge accounting reserve recorded at the end of the year represents the current value of the derivative financial instruments signed by Ascopiave S.p.A. and by the recently acquired companies operating in the hydroelectric sector, in order to hedge against any interest rate fluctuations related to the loans taken out. Such reserve, as at 31st March 2022, shows a negative balance of Euro 1,909 thousand.
With regard to the assets and liabilities related to assets from derivatives, please refer to the paragraph "Risk and
uncertainty factors" herein which highlights their effects.
The Group's shareholders' equity also recorded an increase of Euro 2,678 thousand related to the changes in the shareholders' equity of affiliates, specifically the trend in the hedge accounting reserve recognised in relation to the derivative agreements signed to hedge against fluctuations in the price of commodities.
The following table shows how the item is broken down for each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Previsions for pension for gas sector employees | 762 | 700 |
| Other reserves for risks and charges | 2,556 | 775 |
| Provisions for risks and charges | 3,318 | 1,474 |
The extension of the scope of consolidation, subsequent to the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 1,750 thousand.
With the same scope of consolidation, provisions for risks and charges, from Euro 1,474 thousand in the previous year to Euro 1,567 thousand in the period in question, increased by Euro 93 thousand. The change is mainly explained by the amounts allocated to the provision for pensions and similar obligations.
The changes in the period under examination are shown in the following table:
| (Thousands of Euro) | |
|---|---|
| Reserves for risks and charges as of 1st January 2022 | 1,474 |
| Provisions for risks and charges | 306 |
| Use of provisions for risks and charges | 1,537 |
| Provisions for risks and chargesas of 31st March 2022 | 3,318 |
The following table shows the composition of provisions for risks and charges by type:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Provisions for cost of energy efficiency certificates | 254 | 223 |
| Previsions for retirement fund and similar obligations | 762 | 700 |
| Funds on fair value differentials of acquired companies | 552 | |
| Enlargement of the consolidation perimeter | 1,750 | 552 |
| Total | 3,318 | 1,474 |
The "retirement fund and similar obligations" item includes commitments to employees and directors regarding longterm incentive plans for the cash portion.
The extension of the scope of consolidation, subsequent to the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 306 thousand.
With the same scope of consolidation, severance indemnity increases from Euro 4,491 thousand as at 1st January 2022 to Euro 4,550 thousand as at 31st March 2022, up Euro 59 thousand.
The following table shows the changes in the item in the period considered:
| (Thousands of Euro) | |
|---|---|
| Severance indemnity as of 1st January 2022 | 4,491 |
| Values of new companies acquired | 306 |
| Retirement allowance | (337) |
| Payments for current services and work | 396 |
| Severance indemnity as of 31st March 2022 | 4,856 |
The following table shows how the item is broken down for each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Loans from Cassa Centrale Banca | 6,030 | 6,234 |
| Loans from European Investment Bank | 4,875 | 7,250 |
| Loans from ICCREA | 4,968 | 6,120 |
| Loans from INTESA SAN PAOLO SPA | 79,739 | 70,000 |
| Loans from BPER | 3,356 | 3,356 |
| Loans from BNL | 17,500 | 18,750 |
| Loans from Cassa Centrale Banca-Credito Coop.It | 28,252 | 0 |
| Loans from CREDIT AGRICOLE FRIULADRIA | 17,000 | 12,000 |
| Loans from MEDIOBANCA | 37,778 | 37,778 |
| Loans from BPM | 6,316 | 0 |
| Medium- and long-term bank loans | 205,814 | 161,488 |
| Current portion of medium and long-term bank loans | 66,497 | 60,631 |
| Medium and long-term bank loans | 272,311 | 222,119 |
The extension of the scope of consolidation, subsequent to the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 19,739 thousand.
Medium and long term loans, mainly represented as of 31st March 2022 by the payables of the Parent Company to Intesa Sanpaolo for Euro 80,000 thousand, Mediobanca for Euro 46,667 thousand, BNL for Euro 38,000 thousand, Cassa Centrale Banca for Euro 36,840 thousand, Crédit Agricole Friuladria for Euro 25,000 thousand, BPER for Euro 10,041 thousand, the European Investment Bank for Euro 9,625 thousand, the payables to Iccrea of the companies acquired in December 2021 operating in the sector of energy production from hydroelectric plants for Euro 5,884 thousand, and the payables of the subsidiary Eusebio Energia, acquired during the reference quarter, to Intesa Sanpaolo for Euro 11,130 thousand and Banco BPM for Euro 9,123 thousand, decrease from Euro 222,119 thousand as of 31st December 2021 to Euro 272,311 thousand, down Euro 50,192 thousand, mainly explained by the payment of the instalments, the
new loans with Cassa Centrale Banca and Crédit Agricole, and the consolidation of the payables of the companies acquired during the year.
Specifically:
As a guarantee of the fulfilment of the obligations associated with the loan agreements with BNL (only the one taken out in 2017) and the European Investment Bank, the Parent Company has transferred to the banks a share of future
receivables arising from the reimbursement of the value of assets related to gas distribution concessions of the subsidiary AP Reti Gas S.p.A..
The following table shows how the items are broken down for each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Security deposits | 1,509 | 1,666 |
| Multi-annual passive payables | 27,695 | 27,401 |
| Other payables | 1,407 | |
| Other non-current liabilities | 30,611 | 29,067 |
The extension of the scope of consolidation, subsequent to the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 1,407 thousand, which correspond to the payables of Salinella Eolico S.r.l. relating to the acquisition of the leasehold estate of the land on which the wind farm is under construction.
With the same scope of consolidation, other non-current liabilities increased from Euro 29,066 thousand in the previous year to Euro 29,204 thousand in the period in question, up Euro 138 thousand.
Other non-current liabilities increased by Euro 296 thousand due to the performance of long-term deferred income, which was recognised against revenues for contributions received from private and public entities for the construction of the distribution network or connections to the gas network and related to the useful life of the gas distribution facilities. The suspension of revenues is explained by the content of Law no. 9/2014 which envisages the full deduction of contributions from private individuals from the value of technical assets held under concession within the scope of gas distribution.
Security deposits recorded at the end of the year decreased by Euro 157 thousand and refer to deposits received from the natural gas sales companies that work in the area where the gas distribution network managed by the Group companies is located, for the transport of the raw material.
The following table shows how the item is broken down for each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 | |
|---|---|---|---|
| Outstanding medium- and long-term bonds | 94,251 | 24,181 | |
| Outstanding medium- and long-term bonds | 94,251 | 24,181 |
Within the Private Placement "Shelf" uncommitted programme with Pricoa Capital Group, part of the US group Prudential Financial Inc., the Parent Company placed unsecured senior non-convertible bond notes for Euro 70 million, with a 10-year maturity and an average life of 6 years; therefore, the bonds issued now globally amount to Euro 95 million.
The bond notes issued have no rating and are not listed on regulated markets. The issue is not backed by collateral guarantees. Ascopiave is required to comply with certain financial covenants, in line with standard market practice, to be checked every six months.
The following table shows how the item is broken down at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Debts for rights of use beyond 12 months | 6,627 | 6,777 |
| Non-current financial liabilities | 6,627 | 6,777 |
Other non-current liabilities decreased from Euro 6,777 thousand in the previous year to Euro 6,627 thousand in the period in question, down Euro 150 thousand.
The decrease is mainly explained by the payment of the operating lease instalments.
The following table shows the balance of the item at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 | |
|---|---|---|---|
| Deferred tax payables | 13,360 | 13,228 | |
| Deferred tax payables | 13,360 | 13,228 |
The extension of the scope of consolidation, subsequent to the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 227 thousand.
With the same scope of consolidation, deferred tax payables decrease from Euro 13,228 thousand in the previous year to Euro 13,132 thousand in the period in question, down Euro 96 thousand.
Deferred tax payables mainly include the tax effects deriving from the dynamics of amortisation of gas distribution networks. In calculating the taxes, reference was made to the IRES rate and, where applicable, to the IRAP rate in force, in relation to the tax period which includes the date of 31st March 2022 and at the time when it is estimated that any temporary differences will be carried forward.
The following table shows how the item is broken down at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Payables due to banks | 159,000 | 139,000 |
| Current portion of medium-long-term loans | 66,497 | 60,631 |
| Payables due to banks and financing institutions | 225,497 | 199,631 |
The extension of the scope of consolidation, subsequent to the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 4,198 thousand.
With the same scope of consolidation, payables to banks increase from Euro 199,632 thousand in the previous year to Euro 221,299 thousand in the period in question, up Euro 21,667 thousand and include debtor accounting balances to credit institutions and the short-term quota of loans.
The following table shows how the item is broken down at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Payables to suppliers | 4,060 | 6,553 |
| Payables to suppliers for invoices not yet received | 31,119 | 27,848 |
| Trade payables | 35,179 | 34,401 |
The extension of the scope of consolidation, subsequent to the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 3,267 thousand.
With the same scope of consolidation, trade payables decreased from Euro 34,401 thousand in the previous year to Euro 31,912 thousand in the period in question, down Euro 2,489 thousand.
The item includes the payables to suppliers of materials and services for the extension or maintenance of the natural gas distribution network, the purchase of the energy efficiency certificates needed to achieve the objectives set as well as for consultancy services received during the period in question.
The payables connected with the purchase of the energy efficiency certificates, needed to achieve the energy saving objectives that the Group distribution companies must fulfil, are calculated by evaluating the amounts of certificates accrued until the reporting date. The unit cost of certificates not purchased at the reporting date is the fair value of the prices recorded in the relevant market, calculated on 31st March 2022 and amounting to 261.7 (Euro 260 on 31st December 2021).
The following table shows how the item is broken down at the end of each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| IRAP payables | 749 | 138 |
| IRES payables | 2,159 | 1,059 |
| Other tax payables | 208 | 87 |
| Tax payables | 3,117 | 1,284 |
The extension of the scope of consolidation, subsequent to the purchase of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 435 thousand.
With the same scope of consolidation, payables to tax authorities, from Euro 1,284 thousand in the previous year to Euro 2,682 thousand in the period in question, increased by Euro 1,398 thousand.
Tax payables include payables accrued on the results achieved during the year towards the tax authorities for IRES and IRAP.
The following table shows how the item is broken down for each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Advance payments from customers | 855 | 823 |
| Amounts due for tax consolidation | (0) | (0) |
| Amounts due to social security institutions | 1,063 | 1,238 |
| Amounts due to employees | 5,036 | 4,390 |
| VAT payables | 2,887 | 1,898 |
| Payables to revenue office for withholding tax | 864 | 1,047 |
| Annual passive prepayments | 797 | 787 |
| Annual passive accruals | 783 | 838 |
| Payables due to CSEA | 30,736 | 11,717 |
| Other payables | 1,706 | 1,304 |
| Other current liabilities | 44,727 | 24,042 |
The extension of the scope of consolidation, subsequent to the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 250 thousand.
With the same scope of consolidation, other current liabilities increased from Euro 24,043 thousand in 2021 to Euro 44,477 thousand in the period in question, up Euro 20,434 thousand.
The change is mainly explained by the increase in payables to Cassa per i Servizi Energetici e Ambientali (CSEA) for Euro 19,020 thousand as regards the tariff components related to natural gas transport, the increase in payables for VAT amounting to Euro 988 thousand and higher payables to personnel for Euro 581 thousand.
Advances from clients represent the amounts paid by the customers as a contribution for works of allotments and connection and realisation of thermal plants in progress as of 31st March 2022.
Welfare payables include the payables for the welfare obligations to pension institutions for company employees and directors, accrued as of 31st March 2022 but not paid at that date.
The amounts due to employees include holidays not taken, deferred remuneration and bonuses earned as of 31st March 2022 but not paid out on that date and the relevant social security contributions. With the same scope of consolidation, the item increased by Euro 7581 thousand, from Euro 4,390 thousand in 2021 to Euro 4,971 thousand in the period in question.
With the same scope of consolidation, payables to the tax authorities for VAT at the end of the first quarter of 2022 amount to Euro 2,897 thousand, an increase compared to the previous year of Euro 988 thousand mainly related to the dynamics of the VAT advances paid at the end of the year and the payables accrued.
Other deferred income is mainly attributable to the grants received for the construction of the natural gas distribution network and the relevant connections.
Accrued liabilities refer mainly to State fees and the fees granted to local licensing bodies for the extension of the
concession for the distribution of natural gas, awaiting the territorial calls for tenders.
At the end of the period in question, with the same scope of consolidation, the item showed a balance of Euro 1,574 thousand, up Euro 269 thousand compared to the previous year.
The following table shows how the item is broken down for each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Financial payable within 12 months | 1,199 | 687 |
| Financial payables related to IFRS 16 within 12 months | 852 | 960 |
| Current financial liabilities | 2,051 | 1,647 |
The extension of the scope of consolidation, subsequent to the acquisition of the controlling interest of Eusebio Energia S.r.l. and Salinella S.r.l., resulted in an increase in the item of Euro 512 thousand.
With the same scope of consolidation, current financial liabilities decreased from Euro 1,647 thousand in 2021 to Euro 1,539 thousand in the period in question, down Euro 108 thousand.
Financial payables related to the application of the international accounting standard IFRS 16 recorded a change equal to Euro 108 thousand during the year, mainly due to the payment of the instalments of operating leases. They represent financial payables expiring within twelve months for operating lease agreements signed for rentals of company offices and vehicles.
The following table shows how the item is broken down for each period considered:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Liabilities on interest rates derivatives | 235 | 338 |
| Current liabilities from derivative financial instruments | 235 | 338 |
Current liabilities on derivative financial instruments relate to interest rate hedging contracts executed by the parent company Ascopiave and by the recently acquired companies, operating in the renewable energy sector. With regard to the assets and liabilities related to assets from derivatives, please refer to the paragraph "Risk and uncertainty factors" herein, which illustrates their effects.
Liabilities on derivatives connected with the loans taken out by the Parent Company are represented by the fair value of the following derivatives existing as of 31st March 2022, whose financial manifestation will be divided based on the duration of the underlying loan:
| # Counterpart | Type of instrument | Underlying Commodity |
Trade date |
Effective date |
Expiry date |
Position | Contractual notion |
MtM (€/000) | |
|---|---|---|---|---|---|---|---|---|---|
| 1 Credit Agricole | Interest Rate Swap | Euribor 6M | 31-Mar-22 | 31-Mar-22 | 31-mar-27 | Vanilla: Fixed - Float | 10,000,000 € | 41 | |
| Total | 10,000,000 € | 41 |
The financial instruments measured at fair value belong to the 2nd evaluation hierarchical level.
The following table shows the composition of the item by type of activity in the fiscal periods considered:
| First quarter | ||
|---|---|---|
| (Thousands of Euro) | 2022 | 2021 |
| Revenues from gas transportation | 26,197 | 27,078 |
| Revenues from electricity sale | 121 | 48 |
| Revenues from connections | 153 | 143 |
| Revenues from distribution services | 994 | 1,480 |
| Revenues from services supplied to Group companies | 1,639 | 2,253 |
| Revenues from ARERA contributions | 2,154 | 6,906 |
| Revenues from the sale of energy produced from renewable sources | 1,996 | (0) |
| Other revenues | 885 | 549 |
| Revenues | 34,139 | 38,456 |
The revenues of the Ascopiave Group are substantially entirely generated in Italy and at the end of the first quarter of the year they amounted to Euro 34,139 thousand, down Euro 4,318 thousand as against the period shown for comparative purposes (Euro 38,456 thousand). The extension of the scope of consolidation, due to the acquisitions finalised in the last months of 2021 and the first months of 2022, led to the recognition of the revenues achieved during the first quarter of the year by the acquired companies and amounting Euro 2,016 thousand. With the same scope of consolidation, the revenues achieved by the Group at the end of the first quarter of the year amount to Euro 32,123 thousand, down Euro 6,333 thousand. The decrease is mainly explained by the reduction in revenues associated with energy efficiency obligations, which decreased by Euro 4,752 thousand, the revenues from gas transportation for Euro 881 thousand and the decrease in revenues from services rendered to other Group companies for Euro 614 thousand.
The transportation of natural gas on the distribution network generated revenues for Euro 26,197 thousand, down Euro 881 thousand compared to the previous year. The Restriction on total revenues is determined, year after year, based on the number of redelivery points the Company served during the reference period, as well as on the reference price, whose values are established and published by ARERA. The decrease compared to the same period in the previous year is mainly explained by the regulatory changes which came into force in 2022 regarding tariff regulations. The item "revenues from gas transport" includes a negative equalisation amount of Euro 7,780 thousand, a decrease as compared to the previous year of Euro 7,013 thousand. The equalisation amount varies according to the season and the temperature trend as it results from the difference between the revenues charged to the sales companies for the natural gas transport service (contracts due to lower consumption) and the Restriction on Total Revenues recognised in the period in question.
The revenues derived from services provided by distributors, being equal to Euro 994 thousand, decreased compared to the same period in the previous year by Euro 487 thousand. The reduction is mainly explained by the lower volume of materials sold for Euro 324 thousand.
Revenues for services provided to Group companies show a decrease of Euro 614 thousand compared to the same period in the previous year and amount to Euro 1,639 thousand as of 31st March 2022.
The contributions made by the Regulatory Authority for Energy, Networks and the Environment at the end of the first quarter amount to Euro 2,154 thousand, down Euro 4,752 thousand compared to the same period in the previous year. The contributions are paid for the achievement of objectives set by the Authority itself in terms of energy saving and published by resolution, which defines the specific obligations of primary energy savings by the distributors to which such obligations apply. The contributions recognised as of 31st March 2022 are calculated by evaluating the quantities
of energy efficiency certificates accrued as compared to the 2022 target (regulatory period June 2022 - May 2023). The unit contribution used for the economic quantification of the fulfilment of the obligation is equal to the fair value of the forecast contribution for the contributions being accrued and, as of 31st March 2022, equal to Euro 250 (source STX), in line with the figure as of 31st March 2021.
During the first quarter of the year, revenues from the sale of electricity produced from renewable sources, specifically hydroelectric plants and wind farms, amount to Euro 1,996 thousand and pertain to the companies recently included in the scope of consolidation. Such revenues were significantly affected by the so-called "Support Decree" (Law Decree 4/2022) issued by the Government during the first quarter of the year. The Decree, which entered into force on 1st February 2022, basically introduces a maximum ceiling for energy sales prices also applicable to producers of energy from renewable sources, and will remain in force until 31st December 2022.
The item "Other revenues", from Euro 549 thousand in the first quarter of 2021, to Euro 885 thousand in the period in question, increases by Euro 336 thousand. The extension of the scope of consolidation determined the recognition of other revenues equal to Euro 20 thousand.
The following table shows the costs relating to the purchase of other raw materials during the relevant financial periods:
| (Thousands of Euro) | First quarter | ||
|---|---|---|---|
| 2022 | 2021 | ||
| Purchase of other raw material | 895 | 972 | |
| Purchase costs for other raw materials | 895 | 972 |
At the end of the first quarter of the year, the costs incurred for the purchase of other raw materials are equal to Euro 895 thousand, down Euro 76 thousand compared to the same period in the previous year. The decrease is mainly explained by the reduction in the materials used for the planned maintenance of the natural gas distribution facilities. The decrease was partially offset by higher costs incurred for the purchase of natural gas for the operation of the cogeneration and heat supply plants managed by the Group.
This item mainly includes costs related to the purchase of materials for the maintenance of the natural gas distribution infrastructure and odorization.
Costs for services for the relevant periods are analysed in the following table:
| First quarter | ||
|---|---|---|
| (Thousands of Euro) | 2022 | 2021 |
| Costs for counting meters reading | 232 | 325 |
| Mailing and telegraph costs | 60 | 132 |
| Maintenance and repairs | 936 | 906 |
| Consulting services | 1,653 | 1,032 |
| Commercial services and advertisement | 69 | 34 |
| Sundry suppliers | 819 | 488 |
| Directors' and Statutory Auditors' fees | 323 | 381 |
| Insurances | 267 | 207 |
| Personnel costs | 171 | 106 |
| Other managing expenses | 513 | 373 |
| Costs for use of third-party assets | 6,386 | 5,600 |
| Costs for services | 11,428 | 9,584 |
The costs for services incurred during the first quarter of the year amount to Euro 11,428 thousand, up Euro 1,844 thousand compared to the same period in the previous year. The extension of the scope of consolidation resulted in the recognition of the costs for services incurred by the newly acquired companies, equal to Euro 1,229 thousand. With the same scope of consolidation, the item increased by Euro 615 thousand, mainly because of the higher costs incurred for utilities and consultancy services.
The costs incurred for metre reading, amounting to Euro 232 thousand, decreased by Euro 94 thousand compared to the same period in the previous year (Euro 325 thousand as of 31st March 2021).
The costs for postal and telegraph expenses decreased from Euro 132 thousand in the first quarter of the previous year, to Euro 60 thousand in the first quarter of 2022, down Euro 71 thousand.
The costs for maintenance and repairs increased from Euro 906 thousand in the first quarter of the previous year, to Euro 936 thousand in the period in question, up Euro 31 thousand, mainly explained by the extension of the scope of consolidation which led to the recognition of costs for Euro 78 thousand. With the same scope of consolidation, the item consequently decreased by Euro 47 thousand. The item mainly includes costs related to software fees and expenses incurred for routine facility maintenance.
The extension of the scope of consolidation resulted in the recognition of costs for consulting services equal to Euro 86 thousand. With the same scope of consolidation, at the end of the reference quarter, the costs for consulting services amounted to Euro 1,567 thousand, up Euro 534 thousand compared to the same period of the previous year. The change recorded is partly explained by the costs incurred as part of the extraordinary operations performed during the period in question.
The extension of the scope of consolidation resulted in the recognition of costs for utilities amounting to Euro 69 thousand. With the same scope of consolidation, at the end of the first quarter of the reference year, the costs incurred for supplies amounted to Euro 750 thousand, up Euro 263 thousand compared to the same period in the previous year. The change recorded is mainly explained by the trend in natural gas and electricity tariffs, which have recorded significant increases since the second half of the year 2021.
The extension of the scope of consolidation resulted in the registration of costs for use of third-party assets amounting to Euro 736 thousand, mainly related to the fees paid to Local Authorities in relation to hydroelectric and wind power plants located in the municipalities of the same Authorities. With the same scope of consolidation, the costs incurred for the use of third party assets, from Euro 5,600 thousand as at 31st March 2021 to Euro 5,650 thousand in the reference quarter, show a change equal to Euro 50 thousand.
The item mainly includes the fees paid to the Local Authorities for the management of natural gas distribution
concessions.
The following table shows the breakdown of personnel costs in the periods considered:
| First quarter | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | ||
| Wages and salaries | 5,450 | 4,813 | ||
| Social security contributions | 1,829 | 1,570 | ||
| Severance indemnity | 396 | 300 | ||
| Other costs | 15 | 6 | ||
| Total personnel costs | 7,689 | 6,689 | ||
| Capitalized personnel costs | (2,549) | (2,338) | ||
| Personnel costs | 5,140 | 4,351 | ||
The cost for staff is net of costs capitalised by the companies of natural gas distribution as against increases in intangible assets for works performed on a time and material basis, which are directly attributed to the implementation of facilities for the distribution of natural gas and recorded as an asset.
The extension of the scope of consolidation resulted in the recognition of the costs incurred in the quarter by the newly acquired companies for Euro 191 thousand. With the same scope of consolidation, personnel costs increased from Euro 6,689 thousand in the first quarter of 2021, to Euro 7,499 thousand in the period in question, up Euro 809 thousand. As at 31st March 2022, the costs accrued during the first quarter of the year for long-term incentive plans to the tune of Euro 95 thousand are recorded.
In accordance with IFRS 2, the cost of the long-term incentive plans had an offsetting item in the shareholders' equity reserves for Euro 18 thousand for the portion to be paid in shares and in the retirement funds for Euro 107 thousand for the cash portion. The amounts recorded for long-term incentive plans refer to the second year of the 2021-2023 period, as set out in the plans for the accrual of the bonus.
Capitalised personnel cost registered an increase of Euro 211 thousand, from Euro 2,338 thousand in the first quarter of the previous year, to Euro 2,549 thousand in the reference period.
Personnel costs consequently increased by Euro 1,092 thousand.
The table below shows the average number of Group employees by category at the end of the indicated periods:
| Descripion | 31.03.2022 | 31.03.2021 | Variation |
|---|---|---|---|
| Managers (average) | 14 | 14 | 0 |
| Office workers (average) | 309 | 301 | 8 |
| Manual workers (average) | 154 | 155 | (1) |
| No. of staff employed (average) | 477 | 470 | 7 |
| First quarter | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | ||
| Provision for risks on credits | 2 | |||
| Other provisions | 31 | 107 | ||
| Membership and ARERA fees | 64 | 405 | ||
| Capital losses | 75 | 73 | ||
| Extraordinary losses | 16 | 7 | ||
| Other taxes | 340 | 255 | ||
| Other costs | 326 | 143 | ||
| Costs of contracts | 442 | 237 | ||
| Energy efficency certificates | 2,254 | 7,013 | ||
| Other management costs | 3,551 | 8,239 |
The following table shows the breakdown of other operating costs in the periods considered:
Other operating costs decreased from Euro 8,239 thousand in the first quarter of 2021 to Euro 3,551 thousand in the period in question, down Euro 4,689 thousand. The decrease was partially offset by the recognition of the costs incurred by the newly acquired companies for Euro 95 thousand. With the same scope of consolidation, the item decreased by Euro 4,783 thousand, mainly due to the lower costs incurred for the purchase of Energy efficiency certificates (Euro -4,759 thousand) related to the lower energy efficiency and saving objectives applicable to the Group companies. The ministerial decree which ordered the reduction of the energy efficiency objectives was issued in May 2021 and, consequently, the costs recorded at the end of the first quarter of 2021 do not reflect the effects related to such decree.
At the end of the first quarter of the year, provisions equal to Euro 31 thousand were allocated. Energy efficiency obligations, in fact, should apply to the subsidiary AP Reti Gas Nord Est S.r.l. also in consideration of its size and plants managed. The Regulatory Authority for Energy, Networks and the Environment (ARERA) has not modified the objectives previously assigned for 2020 and 2021, leaving the amount of certificates that derives from the plants managed by the new company to the transferor. Pursuant to the agreements between the parties involved in the commercial partnership between the Ascopiave Group and the Hera Group, the objectives for 2020 and 2021 are attributable to the newly established company AP Reti Gas Nord Est S.r.l. which manages the plants and which consequently has allocated a provision for risks representative of the probable charges that the company will incur in relation to the finding and purchase of the certificates needed to fulfil its part of the objective, during 2022.
The costs recognised at the end of the period for the purchase of energy efficiency certificates are calculated by evaluating the amounts of certificates accrued as compared to the 2022 target (regulatory period June 2022 - May 2023). The unit cost for certificates not purchased at the reporting date is the fair value of the prices recorded in the relevant market, calculated as of 31st March 20212 and amounting to Euro 261.7 (Euro 260 as of 31st March 2021).
The following table shows a breakdown of other operating income in the periods considered:
| First quarter | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | ||
| Other income | 36 | 467 | ||
| Other income | 36 | 467 |
At the end of the period considered, the item "other operating income" shows a decrease of Euro 430 thousand, from Euro 467 thousand as of 31st March 2021, to Euro 36 thousand in the reference period. The decrease is mainly explained by the recognition, in the period shown for comparative purposes, of the capital gain generated by the transfer of the natural gas distribution plants of the municipality of Santorso for Euro 389 thousand. The settlement agreement with the Local Body, signed on 9th April 2021, was aimed at defining the transfer value of such plants.
Amortisation and depreciation for the relevant periods are analysed in the following table:
| (Thousands of Euro) | First quarter | ||||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Intangible fixed assets | 8,130 | 8,201 | |||
| Tangible fixed assets | 1,878 | 492 | |||
| Amortization of rights of use | 267 | 88 | |||
| Amortization and depreciation | 10,275 | 8,781 |
At the end of the first quarter of the year, amortisation and depreciation show an increase as compared to the same period in the previous year of Euro 1,493 thousand, from Euro 8,781 thousand as of 31st March 2021, to Euro 10,275 thousand in the period in question. The extension of the scope of consolidation resulted in the recognition of amortisation and depreciation accrued by the newly acquired companies and amounting to Euro 1,516 thousand. With the same scope of consolidation, amortisation and depreciation were substantially in line with the same quarter of the previous year, showing a decrease of Euro 22 thousand.
The increase recorded in amortisation and depreciation related to rights of use is mainly explained by the recognition of the amounts accrued in relation to the lease agreement covering a hydroelectric plant of the subsidiary Sangineto Energie S.r.l., acquired at the end of the previous year.
The following table shows a breakdown of financial income and charges in the periods considered:
| First quarter | |||
|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | |
| Interest income on bank and post office accounts | 0 | 0 | |
| Other interest income | 16 | 12 | |
| Distribution of dividends from controlled companies | 0 | ||
| Financial income | 16 | 12 | |
| Interest expense on banks | 81 | 54 | |
| Interest expense on loans | 518 | 408 | |
| Other financial expenses | 254 | 107 | |
| Financial charges | 853 | 569 | |
| Evaluation of subsidiary companies with net equity | |||
| method | 10,831 | 8,842 | |
| Evaluation of subsidiary companies with the net | |||
| equity method | 10,831 | 8,842 | |
| Total net financial expenses | 9,994 | 8,285 |
At the end of the first quarter of the year, the balance between financial income and expenses showed a gain of Euro 9,994 thousand, an increase compared to the same period in the previous year of Euro 1,709 thousand. The increase is mainly explained by the higher result achieved by the affiliates measured using the equity method.
At the end of the first quarter of the year, financial income is substantially in line with the first quarter of the previous year.
At the end of the reference period, financial charges amounted to Euro 853 thousand, up Euro 284 thousand as compared to the same period in the previous year. The increase in financial charges is mainly explained by the interest accrued on the loans that the Parent Company took out and the bonds issued during the previous year and in the quarter in question.
The item "profit/(loss) of companies measured using the equity method" includes the consolidated profits achieved by the affiliate EstEnergy S.p.A., a company in which the Ascopiave Group holds a 48% stake. At the end of the period in question, the consolidated results of the affiliate Estenergy showed profits amounting to Euro 10,831 thousand, up Euro 1,989 thousand compared to the same period in the previous year.
The table below shows the breakdown of income taxes over the periods considered, distinguishing between current taxes and deferred tax assets and liabilities:
| First quarter | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | ||
| IRES current taxes | 1,026 | 1,515 | ||
| IRAP current taxes | 373 | 499 | ||
| (Advance)/Deferred taxes | (490) | (359) | ||
| Substitute tax | 7 | 7 | ||
| Taxes for the period | 916 | 1,663 |
Taxes accrued decreased from Euro 1,663 thousand in the first quarter in the previous year to Euro 916 thousand in the period in question, down Euro 746 thousand.
The extension of the scope of consolidation resulted in the recognition of the taxes accrued on the results of the newly acquired companies for Euro 4 thousand.
The table below shows the incidence of tax on the result before tax for the periods considered:
| First quarter | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2022 | 2021 | ||
| Earnings before tax | 12,880 | 15,281 | ||
| Taxes for the period | 916 | 1,663 | ||
| Percentage of income before taxes | 7.1% | 10.9% |
The tax-rate as of 31st March 2022 is 7.1%, a decrease from 10.9% in the same period in the previous year. The change is mainly explained by the variation in the results achieved by the companies measured with the equity method.
Pursuant to CONSOB communication no. 15519/2005, we announce that no non-recurrent economic components exist in the interim financial report as of 31st March 2022.
Pursuant to CONSOB communication N. DEM/6064296 dated 28th July 2006, we report that, during the first quarter of the year, no unusual and/or atypical operations occurred.
On 21st January 2022, the Ascopiave Group announced that it had acquired, through the subsidiary Asco Renewables S.p.A., a 60% stake in the capital of Salinella Eolico S.r.l., belonging to Renco S.p.A.. Salinella Eolico S.r.l., whose remaining 40% stake is held by Renco S.p.A., plans to build a wind farm in the Province of Catanzaro with a rated capacity of up to 21 MW; the competent authorities have already granted part of the authorisations, while the pending permits are well underway. The wind farm will be erected by Renco S.p.A. and entail a total investment of approximately Euro 30 million.
The purchase of the shares was financially settled for an amount equal to Euro 588 thousand.
The costs of the acquisition pursuant to "IFRS 3 Revised - Business combinations" were recognised in the consolidated income statement for a value of Euro 3 thousand.
The business combination was provisionally recognised on 31st March 2022 in accordance with the international accounting standard IFRS 3.62.
In particular, the fair values attributed to the assets and liabilities identifiable in the company Eusebio Energia S.r.l. at the acquisition date were as follows:
| Pro-quota | Adjustments | Higher | ||
|---|---|---|---|---|
| accounting | to IFRS | allocated | Fair values found | |
| (Thousands of Euro) | values | compliance | values | at acquisition |
| Other intangible assets | 1,066 | 1 | 814 | 1,879 |
| Tangible assets | 88 | 0 | 88 | |
| Advance tax receivables | 2 | 0 | 2 | |
| Non-current assets | 1,155 | 1 | 814 | 1,968 |
| Other current assets | 8 | 0 | 8 | |
| Cash and cash equivalents | 6 | 0 | 6 | |
| Current assets | 14 | 0 | 0 | 14 |
| Assets | 1,169 | 1 | 814 | 1,982 |
| Deferred tax payables | 0 | 0 | 227 | 227 |
| Other non-current liabilities | 844 | 0 | 844 | |
| Non-current liabilities | 844 | 0 | 227 | 1,071 |
| Trade payables | 52 | 0 | 52 | |
| Other current liabilities | 271 | 0 | 271 | |
| Current liabilities | 323 | 0 | 0 | 323 |
| Liabilities | 1,167 | 0 | 227 | 1,394 |
| Total assets / liabilities of the acquired company | 2 | 1 | 587 | 588 |
| Total cost of the acquisition | 588 | |||
| Total net liquidity of the company | 10 | |||
| Payments | 588 | |||
| Net liquidity absorbed by the acquisition | 578 |
For more information on the acquisition, please read the paragraph "Significant events during the first quarter of 2022" of this interim report on operations.
On 28th January 2022, Ascopiave S.p.A. announced the finalisation of an additional investment in the renewable energy sector, specifically in the hydroelectric and wind power segments, as stated in the 2020-2024 Strategic Plan.
The investment consisted in the acquisition by Ascopiave of the 79.74% majority stake held by Supermissile S.r.l. in the share capital of Eusebio Energia S.r.l. ("Eusebio"), a company operating in the energy sector.
Eusebio has 22 plants for the production of electricity from renewable sources, of which 21 hydroelectric plants, for a total capacity of 44 MW, located in Lombardy and Veneto, and a wind farm, consisting of 14 turbines of 1 MW each, located in Campania.
The price paid upon closing for the acquisition of the above-mentioned majority stake is Euro 44.8 million, featuring an earn-out clause.
The purchase of the shares was financially settled for an amount equal to Euro 44,791 thousand.
The higher value paid compared to the book values of the shareholders' equity upon acquisition was prudently allocated to goodwill.
The acquisition costs pursuant to "IFRS 3 Revised - Business combinations" were recognised in the consolidated income statement for a value of Euro 755 thousand.
The business combination was provisionally recognised on 31st March 2022 in accordance with the international accounting standard IFRS 3.62.
In particular, the fair values attributed to the assets and liabilities identifiable in the company Eusebio Energia S.r.l. at the acquisition date were as follows:
| Pro-quota | Adjustments | |||
|---|---|---|---|---|
| accounting | to IFRS | Fair values found | ||
| (Thousands of Euro) | values | compliance | at acquisition | |
| Other intangible assets | 6 | (5) | 1 | |
| Tangible assets | 49,146 | 0 | 49,146 | |
| Shareholdings | 1 | 0 | 1 | |
| Other non-current assets | 193 | 0 | 193 | |
| Advance tax receivables | 2,411 | 2 | 2,413 | |
| Non-current assets | 51,757 | (4) | 51,753 | |
| Trade receivables | 2,160 | 0 | 2,160 | |
| Other current assets | 8,580 | 0 | 8,580 | |
| Tax receivables | 10 | 0 | 10 | |
| Cash and cash equivalents | 6,586 | 0 | 6,586 | |
| Current assets | 17,336 | 0 | 17,336 | |
| Assets | 69,094 | (4) | 69,090 | |
| Provisions for risks and charges | 386 | 0 | 386 | |
| Severance indemnity | 267 | 0 | 267 | |
| Medium- and long-term bank loans | 12,204 | 0 | 12,204 | |
| Non-current liabilities | 12,856 | 0 | 12,856 | |
| Payables due to banks and financing institutions | 16,349 | 0 | 16,349 | |
| Trade payables | 846 | 0 | 846 | |
| Tax payables | 359 | 0 | 359 | |
| Other current liabilities | 218 | 0 | 218 | |
| Current financial liabilities | 449 | 0 | 449 | |
| Current liabilities | 18,220 | 0 | 18,220 | |
| Liabilities | 31,077 | 0 | 31,077 | |
| Total assets / liabilities of the acquired company | 38,017 | (4) | 38,013 | |
| Avviamento derivante dall'acquisizione | 6,778 | |||
| Total cost of the acquisition | 44,791 | |||
| Total net liquidity of the company | 8,259 | |||
| Payments | 44,791 | |||
| Net liquidity absorbed by the acquisition | 36,532 |
The value in excess of the assets/liabilities acquired and the consideration paid was recognised as goodwill for Euro 6,778 thousand. For more information on the acquisition, please read the paragraph "Significant events during the first quarter of 2022" of this interim report on operations.
As of 31st March 2022, the Group provided the following guarantees:
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| On credit lines | 6,307 | 6,307 |
| On execution of works (letter of comfort) | 1,781 | 1,776 |
| On distribution concession (letter of comfort) | 6,812 | 6,468 |
| On purchase/sale of shares (letter of comfort) | 500 | 500 |
| On concessions for water derivations for hydroelectric use | 53 | 0 |
| On the sale of energy produced from renewable sources | 120 | 0 |
| On participation in the tender | 75 | 75 |
| Total | 15,649 | 15,127 |
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| On credit lines | 9,999 | 9,999 |
| Patronage to cover the obligations deriving from the related relationships | 31,463 | 31,463 |
| On UTF offices and regions for taxes on gas (letter of comfort) | 1,850 | 1,850 |
| Total | 43,312 | 43,312 |
The letters of comfort on lines of credit and gas purchase contracts issued in favour of the subsidiary Sinergie Italiane S.r.l. in liquidation, a stake sold to the Hera Group, amount as of 31st March 2022 to Euro 9,999 thousand, unchanged since 31st December 2021. With regard to the latter, please note that, during the financial year, the Parent Company Ascopiave received a guarantee of Euro 5,199 thousand from Hera S.p.A. (equal to 52% of the guarantees given by Ascopiave S.p.A. in favour of Sinergie italiane S.r.l.). Ascopiave also received a guarantee from Hera S.p.A., to the tune of Euro 962 thousand, in relation to the sureties issued by the associate Blue Meta S.p.A. to Uffici Tecnici di Finanza and the Regions for consumption taxes on natural gas.
Net of the guarantees received, the letters of comfort and sureties issued by Ascopiave in favour of affiliate companies amount to Euro 5,688 thousand.
Pursuant to art. 2427, first paragraph, point 22-ter, Italian Civil Code, introduced by Legislative Decree 173 on 23rd November 2008, please note that the company has not entered into agreements not disclosed in the balance sheet.
The operations of the Group are mainly financed through short-term and medium/long-term bank loans, bond issue, lease agreements with the possibility of purchase and short-term bank deposits at sight. The recourse to such forms of financing, which are in part at variable rates, exposes the Group to the risk connected with fluctuations in interest rates, that successively determine possible variations in financial costs.
Operations expose the Group to possible credit risks with the counterparties.
The Group, furthermore, is subject to liquidity risks because the available financial resources may not be sufficient to meet its financial obligations, in accordance with the terms and deadlines forecast.
The Board of Directors re-examines and approves the policies for risk management, described hereinafter.
The Group manages its liquidity needs both through temporary credit lines and short-term loans at variable rates which, due to their continuous fluctuation, do not make it easy to hedge against interest rate risk, through medium/long-term loans with fixed and variable rates and the issue of fixed-rate bonds.
The medium-long term loans managed by the Group, with variable and fixed rates, have a residual debt as of 31st March 2022 of Euro 272,311 thousand and due dates between 1st April 2022 and 14th October 2031.
Medium and long-term bank loans at variable rate envisage reimbursement between 2022 and 2031, and as of 31st March 2022 had a residual debt of Euro 175,429 thousand (Euro 153,787 thousand as of 31st December 2021), of which Euro 145,551 thousand hedged by a financial derivative instrument, and therefore with neutralised interest rate risk.
As of 31st March 2022, the derivative instruments to hedge against the risk of changes in interest rates, relating to the loans taken out with BNL, Crédit Agricole – Friuladria, Intesa Sanpaolo, Mediobanca and Iccrea, detailed in paragraphs 14 "Current assets from derivative financial instruments" and 28 "Current liabilities from derivative financial instruments", and whose mark to market is positive for Euro 1,876 thousand, are effective.
The following loans are not exposed to interest rate risks, as they envisage the application of a fixed rate: BNL, BPER (originally signed with UBI Banca, then transferred to BPER subsequent to the reorganisation of the bank), Cassa Centrale Banca and Intesa Sanpaolo, with an overall residual debt at the end of the first quarter of the year of Euro 96,882 thousand, in addition to the bond issue, with a residual debt of Euro 95,000 thousand at the end of the period. Covenants apply to the loans above and are fulfilled.
Please refer to Paragraph 18 "Medium and Long Term Loans" for additional details.
The following table shows the impacts on the Group's Pre-tax result of the possible variations in interest rates in a reasonably possible interval.
| I qtr 2022 | ||
|---|---|---|
| Average Net Financial Position 2022 | (375,410) | |
| Borrowing rates of interest | 0.001% | |
| Lending rates of interest | 0.49% | |
| Borrowing rate of interest plus 200 basis points | 2.00% | |
| Lending rates of interest plus 200 basis points | 2.49% | |
| Borrowing rate of interest reduced of 50 basis points | 0.00% | |
| Lending rates of interest reduced of 50 basis points | 0.00% | |
| Net Financial Position recalculated with the increase of 200 basis points | (377,261) | |
| Net Financial Position recalculated with decrease of 50 basis points | (374,947) | Total |
| Effect on pre-tax result of the increase of 200 basis points | (1,851) | (1,851) |
| Effect on pre-tax result of the decrease of 50 basis points | 463 | 463 |
The sensitivity analysis, obtained by simulating a variation on interest tax rates applied on the credit lines of the Group equal to 50 basis points in decrease (with a minimum limit of zero basis points) and 200 basis points in increase, maintaining unchanged all the other variables, leads to an estimation of an effect on the result before taxes which is negative for Euro 1,851 thousand or positive for Euro 463 thousand.
Within the gas distribution business, the Group provides its services to a limited number of players in the gas sector; if compensation for such services is not received or overdue, this could negatively affect the operating results and the financial balance, but credit protection is supported by the application of the safeguards set forth in the Grid Code.
The liquidity risk consists in the lack of available and sufficient financial resources in order to meet the Group's financial obligations, within the terms and deadlines set, due to the impossibility of raising new funds or selling assets on the market, affecting the income statement if the Group is forced to incur additional costs to meet its obligations, or in case of insolvency entailing risks for the business.
The Group constantly aims at highest balance and flexibility of financing sources and uses, minimising that risk. The two main factors influencing Group liquidity are on the one hand the resources generated or absorbed by operations or investments, and on the other hand the due dates and renewal of debt.
The activities performed by the Ascopiave Group in the gas sector are subject to regulations. Directives and regulatory measures adopted by the European Union and by the Italian Government, as well as the resolutions of the Regulatory Authority for Energy, Networks and the Environment, can have a significant impact on the operations, the operating results and the financial balance. Future changes in the regulatory policy adopted by the European Union or at the national level could have unexpected effects on the applicable regulatory framework and, consequently, on the activity and results of the Group.
The primary objective of the management of the Group's capital is to guarantee that a solid credit rating is maintained, as well as suitable levels of the capital indicator. The Group can adapt the dividends paid to shareholders, reimburse capital or issue new shares.
The Group checks its capital by means of a debt/capital ratio.
The Group includes loans and other payables in its net debt, net of liquid funds and equivalents.
| (Thousands of Euro) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Short-term net financial position | 99,520 | 157,903 |
| Medium / long-term net financial position | 303,814 | 189,582 |
| Net Financial Position | 403,334 | 347,485 |
| Share capital | 234,412 | 234,412 |
| Own shares | (55,423) | (55,423) |
| Reserves | 703,372 | 644,191 |
| Undistributed net profit | 12,184 | 45,326 |
| Total Net equity | 894,544 | 868,505 |
| Total sources of funding | 1,297,878 | 1,215,991 |
| Net financial position / Net equity ratio | 0.45 | 0.40 |
The debt/net equity ratio as of 31st March 2022 is 0.45, an increase compared to 31st December 2021.
The trend of this indicator is related to the combined effect of the change in the Net financial position, which worsened by Euro 55,849 thousand during the first quarter of 2022, and the Shareholders' equity, which increased by Euro 26,039 thousand, changes due in part to the investments made, the profit for the period and in part to the normal flow of operations.
The breakdown of financial assets and liabilities by categories and their fair value (IFRS 13) as of 31 st March 2022 and as of 31st December 2021 are as follows:
| 31.03.2022 | ||||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | A | B | C | D | Total | Fair value |
| Other non-current assets | 2,913 | 2,913 | 2,913 | |||
| Non-current financial assets | 2,878 | 2,878 | 2,878 | |||
| Trade receivables and Other current assets | 61,542 | 61,542 | 61,542 | |||
| Current financial assets | 812 | 812 | 812 | |||
| Cash and cash equivalents | 125,533 | 125,533 | 125,533 | |||
| Current assets from derivative financial instruments | 1,918 | 1,918 | 1,918 | |||
| Outstanding medium- and long-term bonds | 94,251 | 94,251 | 94,251 | |||
| Medium- and long-term bank loans | 205,814 | 205,814 | 205,814 | |||
| Other non-current liabilities | 2,916 | 2,916 | 2,916 | |||
| Non-current financial liabilities | 6,627 | 6,627 | 6,627 | |||
| Payables due to banks and financing institutions | 171,146 | 171,146 | 171,146 | |||
| Trade payables and Other current liabilities | 78,254 | 78,254 | 78,254 | |||
| Current financial liabilities | 2,051 | 2,051 | 2,051 | |||
| Current liabilities from derivative financial instruments | 235 | 235 | 235 |
| 31.12.2021 | ||||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | A | B | C | D | Total | Fair value |
| Other non-current assets | 2,662 | 2,662 | 2,662 | |||
| Non-current financial assets | 2,864 | 2,864 | 2,864 | |||
| Trade receivables and Other current assets | 46,756 | 46,756 | 46,756 | |||
| Current financial assets | 908 | 908 | 908 | |||
| Cash and cash equivalents | 42,538 | 42,538 | 42,538 | |||
| Current assets from derivative financial instruments | 267 | 267 | 267 | |||
| Outstanding medium- and long-term bonds | 24,181 | 24,181 | 24,181 | |||
| Medium- and long-term bank loans | 161,488 | 161,488 | 161,488 | |||
| Other non-current liabilities | 1,666 | 1,666 | 1,666 | |||
| Non-current financial liabilities | 6,777 | 6,777 | 6,777 | |||
| Payables due to banks and financing institutions | 199,631 | 199,631 | 199,631 | |||
| Trade payables and Other current liabilities | 54,242 | 54,242 | 54,242 | |||
| Current financial liabilities | 1,647 | 1,647 | 1,647 | |||
| Current liabilities from derivative financial instruments | 338 | 338 | 338 |
Segment information is provided with reference to the business sectors in which the Group operates. Business sectors are identified as primary segments of activities. The criteria used for identifying business segments have been inspired by the methods whereby the Management runs the Group and assigns managerial responsibilities.
Based on the information required by the IFRS 8 "Business Segment Reporting, Operating segments", the company has identified as segments to be reported the activities of "gas distribution", "renewable energy" and "other". Specifically, the segment "Other" includes cogeneration, heat supply, water services and the results of the parent company.
Information by geographic areas is not provided, since the Group does not conduct any business outside the national territory.
The following tables show the information on revenues concerning the business segments of the Group for the relevant periods.
| 3M 2022 (Thousands of Euro) |
Gas distribution |
Renewable energies |
Other | 31.03.2022 values from new companies acquisitions |
Elisions | Total |
|---|---|---|---|---|---|---|
| Net revenues of third-party customers | 30,421 | 2,014 | 1,703 | 0 | 0 | 34,139 |
| Intra-group revenues among the segments | 1,220 | 1 | 1,163 | 0 | (2,385) | 0 |
| Segment revenues | 31,642 | 2,016 | 2,866 | 0 | (2,385) | 34,139 |
| 3M 2021 (Thousands of Euro) |
Gas distribution |
Renewable energies |
Other | 31.03.2021 values from new companies acquisitions |
Elisions | Total |
|---|---|---|---|---|---|---|
| Net revenues of third-party customers | 35,411 | 0 | 2,971 | 74 | 0 | 38,456 |
| Intra-group revenues among the segments | 1,656 | 0 | 913 | 0 | (2,569) | 0 |
| Segment revenues | 37,067 | 0 | 3,884 | 74 | (2,569) | 38,456 |
| Trade | Other | Other | Costs | Revenues | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | receivables | receivables | payables | payables | Goods | Services | Other | Goods | Services | Other | ||
| Parent company | ||||||||||||
| Asco Holding S.p.A. | 45 | 174 | 12 | 0 | 0 | 12 | 0 | 0 | 45 | 0 | ||
| Total parent company | 45 | 174 | 12 | 0 | 0 | 12 | 0 | 0 | 45 | 0 | ||
| Affiliated companies | ||||||||||||
| Asco TLC S.p.A. | 22 | 0 | 125 | 0 | 0 | 187 | 0 | 0 | 17 | 0 | ||
| Total affiliated companies | 22 | 0 | 125 | 0 | 0 | 187 | 0 | 0 | 17 | 0 | ||
| Subsidiary companies | ||||||||||||
| Amgas Blu S.r.l. | 90 | 0 | 7 | 7 | 0 | 0 | 0 | 0 | 90 | 0 | ||
| Ascotrade S.p.A. | 3,427 | 0 | 7 | 7 | 0 | 0 | 0 | 6,359 | 811 | 155 | ||
| Blue Meta S.p.A. | 890 | 0 | 7 | 7 | 0 | 0 | 0 | 1,651 | 175 | 56 | ||
| Etra Energia S.p.A. | 79 | 0 | 7 | 7 | 0 | 0 | 0 | 19 | 23 | 2 | ||
| Ascopiave Energie S.p.A. | 657 | 0 | 27 | 7 | 0 | 0 | 0 | 1,013 | 197 | 25 | ||
| Estenergy S.p.A. | 1,258 | 0 | 7 | 7 | 0 | 0 | 0 | 3,020 | 0 | 54 | ||
| ASM Set S.r.l. | 240 | 0 | 308 | 291 | 0 | 17 | 0 | 776 | 46 | 31 | ||
| Total subsidiary companies | 6,641 | 0 | 315 | 333 | 0 | 17 | 0 | 12,837 | 1,341 | 323 | ||
| Total | 6,709 | 174 | 452 | 333 | 0 | 216 | 0 | 12,837 | 1,404 | 323 |
The transactions with related parties in the financial period considered are detailed in the following table:
Ascopiave S.p.A., AP Reti Gas S.p.A., AP Reti Gas Rovigo S.r.l., Edigas Esercizio Distribuzione Gas S.p.A. and Asco Energy S.p.A. had joined the consolidation of tax relations held by the Parent company Asco Holding S.p.A.. The tax consolidation ceased due to the change of the reporting date of the latter, which no longer coincides with 31st December. Consequently, the current assets and liabilities recorded refer only to previous positions.
In 2019, the companies AP Reti Gas S.p.A., AP Reti Gas Rovigo S.r.l., Edigas Esercizio Distribuzione Gas S.p.A., AP Reti Gas Vicenza S.p.A. and Asco Energy S.p.A. and in 2021 the company AP Reti Gas Nord Est S.r.l. joined the national tax consolidation with the parent company Ascopiave S.p.A.. The contract is valid for three years.
The revenues recorded vis-à-vis the parent company Asco Holding S.p.A. pertain to administration, treasury management and staff services.
Costs for services to the associate Asco TLC S.p.A. refer to a rental fee for the servers. Revenues for the aforementioned subsidiary derive from the contract to supply gas and electricity and from service contracts signed between the parties.
Ascopiave S.p.A..
The letters of comfort on lines of credit and on gas purchase contracts issued in favour of the subsidiary Sinergie Italiane S.r.l in liquidation amount as of 31st March 2022 to Euro 9,999 thousand, in line with 31st December 2021.
On 24th November 2010, the Board of Directors approved a procedure for transactions with related parties (the "Procedure"). Said Procedure governs the transactions with related parties by the Company, directly or by proxy of subsidiary companies, as set forth in Art. 2391-bis of the Italian Civil Code pursuant to the National Commission for Publicly Traded Companies (CONSOB) Decision no. 17221 dated 12th March 2010 and subsequent amendments.
The Procedure was implemented on 1st January 2011 and replaced the previous regulation regarding transactions with related parties, approved by the Board of Directors of the Company on 11th September 2006 (and subsequent amendments).
For the contents of the Procedure, please refer to the document, available online on the Company website at the following URL: http://www.gruppoascopiave.it/wp-content/uploads/2015/01/Procedura-per-le-operazioni-con-particorrelate-GruppoAscopiave-20101124.pdf.
In order to implement correctly the Procedure, a map of all the so-called Related Parties, to which the controls and the content of the document apply, is drafted periodically. Company Directors are required to declare, when applicable, possible conflicts of interest in the performance of the afore-mentioned transactions.
Please find below the Financial statements representation showing the effects of the transactions with related parties pursuant to Consob resolution no. 15519 dated 27th July 2006:
Consolidated assets and liabilities statement
| of which related parties | of which related parties | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | 31.03.2022 | A | B | C | D Total |
% | 31.12.2021 | A | B | C | D Total |
% | |
| ASSETS | |||||||||||||
| Non-current assets | |||||||||||||
| Goodwill | 56,050 | 49,272 | |||||||||||
| Other intangible assets | 603,391 | 598,007 | |||||||||||
| Tangible assets | 119,658 | 58,012 | |||||||||||
| Shareholdings in controlled company | 455,923 | 455,923 | 455,923 | 100.0% | 442,434 | 442,434 | 442,434 | 100.0% | |||||
| Shareholdings in other company | 78,925 | 78,925 | |||||||||||
| Other non-current assets | 3,831 | 3,604 | |||||||||||
| Non current financial assets | 2,878 | 2,864 | |||||||||||
| Advance tax receivables | 34,988 | 31,565 | |||||||||||
| Non-current assets | 1,355,644 | 455,923 | 455,923 | 33.6% | 1,264,683 | 442,434 | 442,434 | 35.0% | |||||
| Current assets | |||||||||||||
| Inventories | 8,685 | 8,176 | |||||||||||
| Trade receivables | 34,391 | 45 | 22 | 6,641 | 6,709 | 19.5% | 26,786 | 41 | 121 | 18,117 | 18,279 | 68.2% | |
| Other current assets | 35,570 | 174 | 174 | 0.5% | 25,575 | 185 | 185 | 0.7% | |||||
| Current financial assets | 812 | 908 | |||||||||||
| Tax receivables | 1,634 | 1,621 | |||||||||||
| Cash and cash equivalents | 125,533 | 42,538 | |||||||||||
| Current assets from derivative financial instruments | 1,918 | 267 | |||||||||||
| Current assets | 208,543 | 219 | 22 | 6,641 | 6,883 | 3.3% | 105,872 | 226 | 121 18,117 | 18,464 | 17.4% | ||
| Assets | 1,564,187 | 219 | 22 449,075 | 449,317 | 28.7% | 1,370,554 | 226 | 121 460,551 | 460,898 | 33.6% | |||
| NET EQUITY AND LIABILITIES | |||||||||||||
| Total Net equity | |||||||||||||
| Share capital | 234,412 | 234,412 | |||||||||||
| Own shares | (55,423) | (55,423) | |||||||||||
| Reserves and result for the period | 706,152 | 689,555 | |||||||||||
| Net equity of the Group | 885,140 | 868,544 | |||||||||||
| Net equity of Others | 9,404 | (39) | |||||||||||
| Total Net equity | 894,544 | 868,505 | |||||||||||
| Non-current liabilities | |||||||||||||
| Provisions for risks and charges | 3,318 | 1,474 | |||||||||||
| Severance indemnity | 4,856 | 4,491 | |||||||||||
| Outstanding medium- and long-term bonds | 94,251 | 24,181 | |||||||||||
| Medium- and long-term bank loans | 205,814 | 161,488 | |||||||||||
| Other non-current liabilities | 30,611 | 29,067 | |||||||||||
| Non-current financial liabilities | 6,627 | 6,777 | |||||||||||
| Deferred tax payables | 13,360 | 13,228 | |||||||||||
| Non-current liabilities | 358,837 | 240,707 | |||||||||||
| Current liabilities | |||||||||||||
| Payables due to banks and financing institutions | 225,497 | 199,631 | |||||||||||
| Trade payables | 35,179 | 12 | 125 | 315 | 452 | 1.3% | 34,401 | 11 | 60 | 1,110 | 1,180 | 3.4% | |
| Tax payables | 3,117 | 1,284 | |||||||||||
| Other current liabilities | 44,727 | 333 | 333 | 0.7% | 24,043 | ||||||||
| Current financial liabilities | 2,051 | 1,647 | |||||||||||
| Current liabilities from derivative financial instruments | 235 | 338 | |||||||||||
| Current liabilities | 310,806 | 12 | 125 | 648 | 785 | 0.3% | 261,343 | 11 | 60 | 1,110 | 1,180 | 0.5% | |
| Liabilities | 669,643 | 12 | 125 | 648 | 785 | 0.1% | 502,050 | 11 | 60 | 1,110 | 1,180 | 0.2% | |
| Net equity and liabilities | 1,564,187 | 12 | 125 | 648 | 785 | 0.1% | 1,370,554 | 11 | 60 | 1,110 | 1,180 | 0.1% |
| First quarter | of which related parties | First quarter | of which related parties | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | 2022 | A | B | C | D | Total | % | 2021 | A | B | C | D | Total | % |
| Revenues | 34,139 | 45 | 17 14,241 | 14,303 | 41.9% | 38,456 | 21 | 318 35,738 | 36,077 | 93.8% | ||||
| Total operating costs | 20,979 | 12 | 187 | 17 | 149 | 365 | 1.7% | 22,679 | 15 | 200 | 212 | 427 | 1.9% | |
| Purchase costs for other raw materials | 895 | 972 | ||||||||||||
| Costs for services | 11,428 | 12 | 187 | 17 | 52 | 268 | 2.3% | 9,584 | 15 | 200 | 212 | 427 | 4.5% | |
| Costs for personnel | 5,140 | 97 | 97 | 1.9% | 4,351 | |||||||||
| Other management costs | 3,551 | 8,239 | ||||||||||||
| Other income | 36 | 467 | ||||||||||||
| Amortization and depreciation | 10,275 | 8,781 | ||||||||||||
| Operating result | 2,886 | 33 | (170) 14,224 | (149) 13,938 483.0% | 6,996 | 6 | 118 35,526 | 35,650 509.6% | ||||||
| Financial income | 16 | 12 | ||||||||||||
| Financial charges | 853 | 569 | ||||||||||||
| Evaluation of subsidiary companies with the net equity method | 10,831 | 10,831 | 10,831 | 100.0% | 8,842 | 8,842 | 8,842 | 100.0% | ||||||
| Earnings before tax | 12,880 | 33 | (170) 25,055 | (149) 24,768 192.3% | 15,281 | 6 | 118 44,368 | 44,492 291.2% | ||||||
| Taxes for the period | (916) | (1,663) | ||||||||||||
| Result for the period | 11,963 | 13,619 | ||||||||||||
| Group's Net Result | 12,184 | 13,619 | ||||||||||||
| Third parties Net Result | (221) | 0 | ||||||||||||
| Consolidated statement of comprehensive income | ||||||||||||||
| 1. Components that can be reclassified to the income statement | ||||||||||||||
| Fair value of derivatives, changes in the period net of tax | 1,731 | 152 | ||||||||||||
| Fair value of derivatives relating to associated companies, changes | ||||||||||||||
| in the period net of tax | 2,678 | 0 | ||||||||||||
| Total comprehensive income | 16,373 | 13,771 | ||||||||||||
| Group's overall net result | 16,593 | 13,771 | ||||||||||||
| Third parties' overall net result | (221) | 0 | ||||||||||||
| Base income per share | 0.056 | 0.063 | ||||||||||||
| Diluted net income per share | 0.056 | 0.063 |
A Parent companies
B Associates
C Affiliates and Jointly controlled companies
D Other related parties
| quarter of which related parties quarter of which related parties A B C D A B C D (Thousands of Euro) 2022 Total 2021 Total Total comprehensive income 16,593 13,770 Cash flows generated (used) by operating activities Adjustments to reconcile net income to net cash Third-parties operating result (221) 0 0 0 Fair value of derivatives relating to associated companies, changes in the period net of tax (2,678) 0 0 0 Changes in HA reserves for MTM derivates (1,731) (152) 0 0 Amortization 10,353 0 8,781 0 Bad debt provisions 2 0 0 0 Depreciation of fixed assets 49 0 52 0 Variations in severance indemnity 30 0 7 0 Current assets / liabilities on financial instruments (24) 0 (20) 0 Net variation of other funds 1,360 0 104 0 Evaluation of subsidiaries w ith the net equity method (10,831) (10,831) (10,831) (8,842) (8,842) (8,842) Interests expense paid (636) (623) 0 0 Interest expense for the period 775 0 470 0 Taxes for the period 916 0 1,663 0 Total adjustments (2,636) 0 1,439 0 Variations in assets and liabilities Inventories (510) (123) 0 0 Accounts payable (4,897) (22) 119 (7,915) (7,818) (19,888) (3) 12 18,722 0 18,731 Other current assets 779 427 427 14,062 0 (4) (60) (64) Trade payables (318) (24) (12) 800 5,669 0 0 333 764 333 Other current liabilities 19,723 0 37,412 646 0 785 1,431 Other non-current assets 15 0 714 0 Other non-current liabilities 138 0 486 0 Total variations in assets and liabilities 14,931 380 107 (7,115) 0 (6,627) 38,334 643 8 19,780 0 20,431 Cash flows generated (used) by operating activities 28,888 380 107 (17,945) 0 (17,458) 53,543 643 8 10,938 0 11,589 Cash flows generated (used) by investments Investments in intangible assets (11,051) 0 (10,697) 0 Investments in tangible assets (2,012) (235) 0 0 Disposal/(acquisitions) in shareholdings and avances (37,110) 0 (0) 0 Cash flows generated/(used) by investments (50,173) 0 (10,932) 0 Cash flows generated (used) by financial activities Net changes in short-term bank borrowings (25,612) 0 (19,840) 0 Ignitions outstanding medium- and long-term bonds 70,070 0 0 0 Net variation in current financial assets and liabilities (177) 0 (1,200) (6,528) (6,528) Ignitions loans and mortgages 130,000 0 28,000 0 Redemptions loans and mortgages (70,000) 0 (26,000) 0 Cash flows generated (used) by financial activities 104,277 0 (19,039) 0 Variations in cash 82,993 0 0 0 0 0 23,572 0 0 (6,528) 0 (6,528) Cash and cash equivalents at the beginning of the period 42,539 0 21,902 0 Cash and cash equivalents at the end of the period 125,533 0 45,475 0 |
First | First | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
A Parent companies
B Associates
C Affiliates and Jointly controlled companies
D Other related parties
| of which related parties | of which related parties | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | 31.03.2022 | A | B | C | D | Total | % | 31.12.2021 | A | B | C | D | Total | % | |
| A Cash and cash equivalents | 125,533 | 0 | 0% | 42,538 | 0 | 0% | |||||||||
| B Equivalent to cash and cash equivalents | 0 | 0 | 0% | 0 | 0 | 0% | |||||||||
| C Other current financial assets | 2,730 | 0 | 0% | 1,175 | 0 | 0% | |||||||||
| - of which relatied parties | 0 | 0 | 0% | 0 | 0 | 0% | |||||||||
| D Liquid assets (A) + (B) + (C) | 128,263 | 0 | 0 | 0 | 0 | 0 | 0% | 43,713 | 0 | 0 | 0 | 0 | 0 | 0% | |
| E Current financial liabilities (including debt instruments, but | |||||||||||||||
| excluding the current portion of non-current financial debt) | (161,286) | 0 | 0% | (140,985) | 0 | 0% | |||||||||
| - of which relatied parties | 0 | 0 | 0% | 0 | 0 | 0% | |||||||||
| - of which debt instruments current part | 0 | 0 | 0% | 0 | 0 | 0% | |||||||||
| F Current portion of non-current financial debt | (66,497) | 0 | 0% | (60,631) | 0 | 0% | |||||||||
| - of which relatied parties | 0 | 0 | 0% | 0 | 0 | 0% | |||||||||
| G Current financial indebtedness (E) + (F) | (227,783) | 0 | 0 | 0 | 0 | 0 | 0% | (201,616) | 0 | 0 | 0 | 0 | 0 | 0% | |
| H Net current financial indebtedness (D) + (G) | (99,520) | 0 | 0 | 0 | 0 | 0 | 0% | (157,903) | 0 | 0 | 0 | 0 | 0 | 0% | |
| I Non-current financial debt (excluding the current portion and | |||||||||||||||
| debt instruments) | (306,692) | 0 | 0% | (192,447) | 0 | 0% | |||||||||
| J Debt instruments | 0 | 0 | 0% | 0 | 0 | 0% | |||||||||
| K Trade payables and other non-current payables | 0 | 0 | 0% | 0 | 0 | 0% | |||||||||
| L Non-current financial indebtedness (I) + (J) + (K) | (306,692) | 0 | 0 | 0 | 0 | 0 | 0% | (192,447) | 0 | 0 | 0 | 0 | 0 | 0% | |
| M Net financial indebtedness (H) + (L) | (406,212) | 0 | 0 | 0 | 0 | 0 | 0% | (350,350) | 0 | 0 | 0 | 0 | 0 | 0% |
The values reported in the tables above refer to the related parties listed below:
Group A - Parent companies:
Group B - Associates:
Group C – Affiliates and Jointly controlled companies:
Group D - Other related parties:
On 1st April 2021, the Consortium made up of Ascopiave S.p.A., ACEA S.p.A. and Iren S.p.A. announced the closing of the agreement with the A2A Group for the acquisition of some assets relating to the natural gas distribution service, as mentioned in the press release dated 31st December 2021.
The business acquired through the operation boasts about 157,000 users, distributed in 8 Italian regions, belonging to 24 Territorial Areas, and over 2,800 km of network.
The assets of interest to Ascopiave S.p.A. consist of concessions in 15 Territorial Areas located in Veneto, Friuli Venezia Giulia and Lombardy, for a total of approximately 114,300 redelivery points. The value of the acquired assets in terms of enterprise value is Euro 73.2 million, including the 79.37% investment in Serenissima Gas S.p.A., the holder of a portion of the concessions involved (about 41,700 redelivery points).
The assets of interest to ACEA S.p.A. consist of concessions in 5 Territorial Areas: 2 in the Abruzzi, 2 in Molise and 1 in Campania, totalling approximately 30,700 redelivery points. The enterprise value is Euro 35.8 million.
The assets of interest to Iren S.p.A. consist of concessions in 4 Territorial Areas (1 in Lombardy and 3 in Emilia-Romagna) totalling approximately 12,000 redelivery points. The enterprise value is Euro 16.4 million; the condition precedent for the transfer of the business unit owned by Retragas was not met, therefore the unit is currently excluded from the scope of consolidation.
Subsequent to the date of the quarterly report, specifically on 7th April 2022 and 6th May 2022, Ascopiave S.p.A. announced that the increase in the voting rights of some additional ordinary shares of the Company became effective pursuant to art. 127-quinquies of Italian Legislative Decree 98/1998 and art. 6 of the Articles of Association of Ascopiave.
Consequently, as of today, there are 159,965,485 Ascopiave's ordinary shares with increased voting rights. Please remember that article 6 of the Articles of Association of Ascopiave attributes two votes to each share which has belonged to the same shareholder for an uninterrupted period of at least twenty-four months from the date of registration in the Special List established pursuant to art. 6.8 of the Articles of Association.
The Company has published, on the basis of the information in its possession, the data relating to the outstanding shares and the number of voting rights that can be exercised.
On 25th April 2022, pursuant to current laws and regulations, Ascopiave S.p.A. announced that an updated version of the essential information relating to the Shareholders' Agreement signed on 16th March 2020 was published in the Corporate Governance section of the website www.gruppoascopiave.it. Only the number of the voting rights held by some signatory shareholders was updated due to the introduction of increased voting rights; furthermore, some signatory shareholders transferred to the agreement some additional Ascopiave S.p.A.'s shares.
Pursuant to Articles 65-quinquies, 65-sexies and 65-septies of the Issuers' Regulation, the document was made available to the public at the registered office, at Borsa Italiana S.p.A. (www.borsaitaliana.it), on the authorised storage mechanism "eMarket Storage" () provided by Spafid Connect S.p.A., as well as in the Corporate Governance section of the website www.gruppoascopiave.it.
The Ordinary Shareholders' Meeting of Ascopiave S.p.A. convened on 28th April 2022, chaired by Mr Nicola Cecconato. The ordinary Shareholders' Meeting approved the financial statements for the year and acknowledged the Group's consolidated financial statements as at 31st December 2021, and resolved to distribute an ordinary dividend of 0.165 Euro per share, totalling Euro 35.8 million, an amount calculated on the basis of the outstanding shares at the reporting date of the year ended 2021. The ordinary dividend was paid on 4th May 2022, with dividend date (coupon identified with no. 18) on 2nd May 2022 and record date on 3rd May 2022.
The Shareholders' Meeting also approved with binding vote the first section of the Report on the remuneration policy and on the fees paid prepared pursuant to article 123-ter of Italian Legislative Decree dated 24th February 1998, no. 58 ("TUF" - Consolidated Finance Law) (i.e. the remuneration policy for the year 2022).
Furthermore, the Shareholders' Meeting expressed a favourable advisory vote on the second section of the Report on the remuneration policy and on the fees paid prepared pursuant to article 123-ter of TUF (i.e. the report on the fees paid in 2021).
Finally, the Shareholders' Meeting approved the authorisation for the purchase and sale of treasury shares, subject to revocation of the previous authorisation granted by the Shareholders' Meeting on 29th April 2021, for the nonexecuted portion.
On 28th April 2022, Ascopiave S.p.A. announced the publication, in the "Sustainability" section of its website, of the 2021 Sustainability Report, approved by the Board of Directors of Ascopiave S.p.A. on 21st April 2022 after obtaining the favourable opinion of the Sustainability Committee. The Sustainability Report illustrates the Company's commitment to Environmental, Social and Governance aspects and outlines the actions taken by the Ascopiave Group in the field of corporate social responsibility.
As for the natural gas distribution segment, the Group intends to enhance its portfolio of concessions, aiming to maintain the management of the service in the territorial areas in which it boasts a significant presence, and to expand its activities to other fields, with the goal of increasing its market share and strengthening its local leadership. The Group also intends to capitalise on its investment in renewable sources by strengthening its presence in this sector, consistent with the 2021-2025 strategic plan approved during the first quarter of the year.
As for the gas and electricity sale segment, in 2019 Ascopiave launched a business partnership with the Hera Group through joint participation in Estenergy, the parent company of a Group boasting over one million energy customers, a primary entity in Northern-Eastern Italy. Ascopiave intends to continue the partnership, while relying on the possibility of exercising the sale option on its stakes should it need to finance new investment opportunities in sectors that the Group considers more interesting, as indicated in the 2021-2025 strategic plan approved and presented to the market on 31st January 2022.
Pieve di Soligo, 12th May 2022
The Chairman of the Board of Directors Nicola Cecconato
(Translation from the original issued in Italian)
Pursuant to Article 154-bis paragraph 2, part IV, section III, sub-section II, heading V-bis, Legislative Decree no. 58, dated 24th February 1998: Consolidated Law on Finance compliant with Articles 8 and 21, Law no. 52 dated 6th February 1996
The undersigned, dr. Riccardo Paggiaro, in his position as Manager Designate for preparing the financial and company documents of Ascopiave S.p.A. herein declares, to the best of his knowledge, pursuant to the provisions of Article 154-bis, paragraph 2 of the Consolidated Law on Finance, that the accounting information stated in the Quarterly Report as of 31st March 2022 tallies with the documental results, bookkeeping entries and the accounting records.
Pieve di Soligo, 12th May 2022
Ascopiave S.p.A. dr. Riccardo Paggiaro signature
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