Quarterly Report • Nov 21, 2023
Quarterly Report
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A s c o p i a v e G r o u p
| GENERAL INFORMATION 5 | |
|---|---|
| Corporate bodies and corporate information 5 | |
| REPORT ON OPERATIONS 7 | |
| Foreword 7 | |
| The structure of the Ascopiave Group 9 | |
| Ascopiave S.p.A. share price performance on the stock market 10 | |
| Control of the company 11 | |
| Corporate Governance and Code of Ethics 12 | |
| Other important facts 18 | |
| Efficiency and energy saving 18 | |
| Stipulation of an arrangement with the Towns for the adoption of a shared procedure | |
| aimed at the agreed quantification of the "Industrial Residual Value" of the networks 18 Litigation 19 |
|
| Territorial areas 25 | |
| Dividend distribution 28 | |
| Own shares 28 | |
| Foreseeable development of operations 29 | |
| Goals and policies of the Group and description of risks 30 | |
| Other information 34 | |
| Seasonal influence on operations 34 | |
| Performance Indicators 35 | |
| Operating Performance - Key Operational Indicators 35 | |
| Operating Performance - The Group's Economic Results 36 | |
| Operating Performance - The Financial Situation 38 Operating Performance - Investments 41 |
|
| Financial Statements of the Interim Report 42 | |
| Consolidated Statement of Financial Position 43 | |
| Consolidated Comprehensive Income Statement 44 | |
| Statements of Changes in Consolidated Shareholders' Equity 45 | |
| Consolidated Cash Flow Statement 46 | |
| EXPLANATORY NOTES 47 | |
| Corporate information 47 | |
| General preparation benchmarks and expression of compliance with IFRS 47 | |
| Budget Schedules 48 | |
| Evaluation Benchmarks 48 | |
| Business Combinations 48 | |
| Consolidation Area and Benchmarks 49 | |
| Summaries of fully consolidated companies 52 | |
| Non-current assets 53 | |
| Current Assets 60 | |
| Consolidated shareholders' equity 65 | |
| Current liabilities 70 | |
| Revenues 74 | |
| Financial income and expenses 79 | |
| Taxes 80 | |
| Net result from assets held for sale 81 | |
| Non-recurring components 81 | |
| Transactions resulting from atypical and/or unusual operations 81 | |
| Economic, equity and financial performance of companies held for sale 82 |
| The economic results of companies held for sale 82 | |
|---|---|
| Business Combinations 84 | |
| Commitments and risks 86 | |
| Risk factors and uncertainty 87 | |
| Capital Management 89 | |
| Representation of financial assets and liabilities by category 90 | |
| Transactions with related parties 91 | |
| Financial statements presented in accordance with Consob Resolution 15519/2006 | |
| 93 | |
| Consolidated Statement of Financial Position 93 | |
| Consolidated Statement of Comprehensive Income 94 | |
| Consolidated Cash Flow Statement 95 | |
| Consolidated net financial debt 96 | |
| Significant events after the end of the first nine months of the financial year 2023 | |
| 97 | |
| Goals and policies of the Group 97 |
Attachments:
| Name | Office | Duration of office | From | To |
|---|---|---|---|---|
| Cecconato Nicola | Chairman of the Board of Directiors and CEO |
2020-2022 | 29/05/2020 | 18/04/2023 |
| Pietrobon Greta | Indipendet Director | 2020-2022 | 29/05/2020 | 18/04/2023 |
| Quarello Enrico | Directors | 2020-2022 | 29/05/2020 | 18/04/2023 |
| Bet Roberto | Directors | 2020-2022 | 29/05/2020 | 18/04/2023 |
| Geronazzo Marachiara | Indipendet Director | 2020-2022 | 29/05/2020 | 18/04/2023 |
| Vecchiato Luisa | Indipendet Director | 2020-2022 | 29/05/2020 | 18/04/2023 |
| Novello Cristian | Indipendet Director | 2020-2022 | 29/05/2020 | 18/04/2023 |
| Cecconato Nicola | Chairman of the Board of Directiors and CEO* |
2023-2025 | 18/04/2023 | Approval of budget 2025 |
| Pietrobon Greta | Directors | 2023-2025 | 18/04/2023 | Approval of budget 2025 |
| Quarello Enrico | Directors | 2023-2025 | 18/04/2023 | Approval of budget 2025 |
| Novello Cristian | Directors | 2023-2025 | 18/04/2023 | Approval of budget 2025 |
| Monti Federica | Indipendet Director | 2023-2025 | 18/04/2023 | Approval of budget 2025 |
| Vecchiato Luisa | Indipendet Director | 2023-2025 | 18/04/2023 | Approval of budget 2025 |
| Zoppas Giovanni | Indipendet Director | 2023-2025 | 18/04/2023 | Approval of budget 2025 |
On 18 April 2023, the Ordinary Shareholders' Meeting appointed the new Board of Directors.
| Name | Office | Duration of office | From | To |
|---|---|---|---|---|
| Salvaggio Giovanni | President of the Board of Auditors | 2020-2022 | 29/05/2020 | 18/04/2023 |
| Moro Barbara | Statutory Auditor | 2020-2022 | 29/05/2020 | 18/04/2023 |
| Biancolin Luca | Statutory Auditor | 2020-2022 | 29/05/2020 | 18/04/2023 |
| Salvaggio Giovanni | President of the Board of Auditors | 2023-2025 | 18/04/2023 | Approval of budget 2025 |
| Moro Barbara | Statutory Auditor | 2023-2025 | 18/04/2023 | Approval of budget 2025 |
| Biancolin Luca | Statutory Auditor | 2023-2025 | 18/04/2023 | Approval of budget 2025 |
On 18 April 2023, the Ordinary Shareholders' Meeting appointed the new Board of Statutory Auditors.
| 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 Marachiara | 08/06/2020 Approval of budget 2022 | Vecchiato Luisa | 08/06/2020 | Approval of budget 2022 | |
| Novello Cristian | 11/05/2023 Approval of budget 2025 | Vecchiato Luisa | 11/05/2023 | Approval of budget 2025 | |
| Monti Federica | 11/05/2023 Approval of budget 2025 | Novello Cristian | 11/05/2023 | Approval of budget 2025 | |
| Vecchiato Luisa | 11/05/2023 Approval of budget 2025 | Pietrobon Greta | 11/05/2023 | Approval of budget 2025 |
Auditing Company PriceWaterhouseCoopers S.p.A.
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-in VAT 03916270261
Tel. +39 0438 980098 Fax +39 0438 964778 e-mail : [email protected]
| Nine months | ||||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | 2023 | % of revenues | 2022 | % of revenues | ||
| Revenues | 125,153 | 100.0% | 120,009 | 100.0% | ||
| Gross operative margin | 55,569 | 44.4% | 53,566 | 44.6% | ||
| Operating result | 19,838 | 15.9% | 20,199 | 16.8% | ||
| Result for the period | 14,378 | 11.5% | 24,431 | 20.4% | ||
| Net result for the period | 14,435 | 11.5% | 25,292 | 21.1% |
EBITDA is short for earnings before interests, taxes, depreciation and amortisation.
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Net working capital | 84,733 | (17,005) |
| Fixed assets and other non current assets | 1,354,774 | 1,378,338 |
| Non-current liabilities (excluding loans) | (63,602) | (63,073) |
| Net invested capital | 1,375,905 | 1,298,260 |
| Net financial position | (525,851) | (411,857) |
| Total Net equity | (850,054) | (886,403) |
| Total financing sources | (1,375,905) | (1,298,260) |
Please note that 'net working capital' is the sum of inventories, trade receivables, tax receivables, other current assets, trade payables, tax payables (within 12 months) and other current liabilities.
| Nine months | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | ||
| Total comprehensive income | (1,510) | 69,714 | ||
| Cash flows generated (used) by operating activities | (48,420) | 27,686 | ||
| Cash flows generated/(used) by investments | (36,465) | (121,373) | ||
| Cash flows generated (used) by financial activities | 27,316 | 66,613 | ||
| Variations in cash | (57,568) | (27,075) | ||
| Cash and cash equivalents at the beginning of the period | 76,917 | 42,539 | ||
| Cash and cash equivalents at the end of the period | 19,349 | 15,465 |
The Ascopiave Group closed the first nine months of FY2023 with a consolidated net profit of Euro 14.4 million (Euro 25.3 million as at 30 September 2022), a decrease of Euro 10.9 million compared to the same period of the previous year.
Consolidated shareholders' equity as at 30 September 2023 amounted to EUR 850.1 million (EUR 886.4 million as at 31 December 2022), and net invested capital to EUR 1,375.9 million (EUR 1,297.3 million as at 31 December 2022).
During the first nine months of the year, the Group made investments for Euro 55.3 million (Euro 41.4 million in the first nine months of 2022), mainly in the installation of electronic meters, as well as in the development, maintenance and modernisation of gas distribution networks and plants for Euro 39.8 million (Euro 35.4 million in the first nine months of 2022). At the end of the reporting period, investments were made in plants for the production of energy from renewable sources for Euro 14.4 million.
It should be noted that the Estenergy and Cogeide S.p.A. share of the economic results of the Group is recognised in the item 'Net result of companies consolidated using the equity method'.
The Ascopiave Group operates mainly in the natural gas distribution sector. It currently holds concessions and direct entrusting for the management of gas distribution in 304 Towns, operating a distribution network that extends for about 14,710 kilometres and providing the service to about 874,000 users.
The Group is also present in the renewable energy sector, owning 28 hydroelectric and wind power plants.
Furthermore, the Group is a player in the field of cogeneration and heat management, as well as in the water sector, being a shareholder and technological partner of the company Cogeide, which manages the integrated water service in 15 Towns, serving a basin of over 100,000 inhabitants through a network of 880 km.
The Ascopiave Group proposes to pursue a corporate strategy focused on creating value for its stakeholders, maintaining levels of excellence in the quality of services offered, respecting the environment and enhancing the social instances that characterise the context in which it operates.
To this end, it intends to consolidate its leadership position in the gas sector at a regional level and aims to achieve significant positions also at a national level, taking advantage of the liberalisation process currently underway. The main guidelines of its development strategy are dimensional growth, diversification into other sectors of the energy sector synergic with the core business, and the improvement of operational processes.
The volumes of gas distributed through the networks managed by the Group amounted to 967.2 million cubic metres, with a decrease of 7.1% compared to the same period of the previous year, mainly related to the relatively mild temperatures that characterised the first nine months of the year.
The distribution network as at 30 September 2023 had a length of 14,716 kilometres, an increase of 102 kilometres compared to 31 December 2022.
The 28 plants producing electricity from renewable energy sources, with a total installed capacity of 62.5 MW, produced 102.3 GWh in the first nine months of the year, an increase of 67.4% over the same period of the previous year. Despite the improvement in comparison, production in the first nine months of the year was heavily impacted by the significant drought that characterised the same period.
Consolidated revenue for the first nine months of the financial year 2023 amounted to EUR 125.2 million, compared to EUR 120.0 million in the same period last year.
The Group's operating profit amounted to EUR 19.8 million, a decrease of EUR 0.4 million compared to the same period last year.
The consolidated net profit of EUR 14.4 million showed a decrease of EUR 10.9 million compared to the same period last year.
The Group's Net Financial Position as of 30 September 2023 amounted to EUR 525.9 million, an increase of EUR 115.0 million compared to EUR 410.9 million as of 31 December 2022.
The increase in financial debt is determined by the cash flow for the year (given by the sum of the net result and amortisation, depreciation and write-downs), which generated resources of Euro 40.7 million, by the management of net working capital, which absorbed financial resources of Euro 88.2 million from investment activities, which led to an outlay of Euro 62.3 million, from asset management (mainly dividends), which absorbed resources of Euro 6.1 million, and from the company acquisitions completed, which led to a decrease in the net financial position of Euro 1.8 million.
The ratio of Net Financial Position to Shareholders' Equity as at 30 September 2023 was 0.62 (0.55 as at 30 September 2022).
The following table highlights the corporate structure of the Ascopiave Group as at 30 September 2023.
As of 29 September 2023, the Ascopiave share price was quoted at Euro 1.984 per share, a drop of 18.4 percentage points with respect to the price at the beginning of 2023 (Euro 2.430 per share, referred to 2 January 2023).
Market capitalisation as at 29 September 2023 was EUR 465.07 million1 (EUR 564.19 million as at 31 December 2022).
During the first nine months of the financial year 2023, the share price recorded a deterioration in performance (- 18.4%). During the same period, the FTSE Italia All Share and FTSE Italia Star indices showed an increase of 15.0% and a decrease of 9.4%, respectively. The FTSE Italia Utilities sector index recorded an increase of 8.8%.
The following table shows the main share and stock market data as at 29 September 2023:
| Share and stock-exchange data | 30.09.2023 | 30.09.2022 |
|---|---|---|
| Earning per share (Euro) | 0.06 | 0.12 |
| Net equity per share (Euro) | 3.82 | 4.15 |
| Placement price (Euro) | 1.800 | 1.800 |
| Closing price (Euro) | 1.984 | 2.110 |
| Maximum annual price (Euro) | 2.910 | 3.630 |
| Minimum annual price (Euro) | 1.966 | 2.110 |
| Stock-exchange capitalization (Million of Euro) | 465. 07 |
502.22 |
| No. of shares in circulation | 216,709,997 | 216,709,997 |
| No. of shares in share capital | 234,411,575 | 234,411,575 |
| No. of own share in portfolio | 17,701,578 | 17,701,578 |
1 The stock market capitalisation of the main listed companies active in the local public services sector (A2A, Acea, Acinque, Hera and Iren) on 27 October 2023 was EUR 14.3 billion. Official data taken from the Borsa Italiana website (www.borsaitaliana.it).
As of 30 September 2023, Asco Holding S.p.A. directly controlled the majority of Ascopiave S.p.A. capital as highlighted in the chart below.
The shareholding composition of Ascopiave S.p.A. (number of shares held by shareholders out of the total number of shares constituting the share capital) is as follows:
Internal processing on information received by Ascopiave S.p.A. pursuant to Article 120 of the Consolidated Law on Finance and based on information in the company's possession.
During the first nine months of FY2023, Ascopiave S.p.A. continued along the path of developing the corporate governance system set up in previous years, strengthening the risk management system and making further improvements to the tools aimed at protecting investors' interests.
The activity plan of the Internal Audit Manager is approved annually by the Board of Directors of the Company. In particular, the audit activities framed in the aforementioned activity plan, based on a prioritisation process of the main risks, concern both compliance areas and the corporate processes referable to the business areas considered most strategic.
The Manager in charge, with the help of the Head of Internal Auditing and the Compliance Function, reporting to the Legal and Corporate Affairs Department, reviewed the adequacy of administrative and accounting procedures as part of his verification activities, and continued to monitor and update the procedures deemed relevant for the purposes of compiling financial information. For this purpose, the Company is equipped with continuous auditing tools, which allow for the automation of control procedures.
Ascopiave S.p.A. and most of its subsidiaries are equipped with an Organisation, Management and Control Model, updated by the Board of Directors on 11 November 2021; they have adhered to the Code of Ethics of the parent company Ascopiave. On 10 September 2021, the Board of Directors of Ascopiave S.p.A. approved an update to the Code of Ethics of the Ascopiave Group.
The Company, availing itself of the activity of the Supervisory Board, constantly monitors the effectiveness and adequacy of the Model adopted. Ascopiave S.p.A. approved the "Procedure for the management of Reports by the Ascopiave Group", adopted by all the Group's subsidiaries and an integral part of Model 231 (attachment 3 of Model 231). Reports are managed by a 'Reporting Committee'. The Company has also continued its activities to promote, raise awareness and understanding of the Code of Ethics among all its interlocutors, especially in the context of commercial and institutional relations. Please note that Model 231 and the Code of Ethics are available in the corporate governance section of the website www.gruppoascopiave.it.
The Group has the following transactions with related parties:
Administrative services from the parent company Asco Holding S.p.A..
The Group has the following transactions with related parties:
Administrative and personnel services from Ascopiave S.p.A. with the parent company Asco Holding S.p.A..
During the first nine months of the financial year 2023, relations with affiliated companies generated revenues in connection with the following types of services:
It should be noted that these relations are based on the utmost transparency and on market conditions; please refer to the explanatory notes of this report for details on the individual relations.
The table below shows the economic and financial substance of the relationships already described:
| (Thousands of Euro) | Trade Other Trade Other Revenues |
Costs | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| receivables | receivables | payables | payables | Goods | Services | Other | Goods | Services | Other | |
| Asco Holding S.p.A. | 54 | 184 | 26 | 0 | 0 | 114 | 0 | 0 | 48 | 0 |
| Total parent company | 54 | 184 | 26 | 0 | 0 | 114 | 0 | 0 | 48 | 0 |
| Bim Piave Nuove Energie S.r.l. | 144 | 0 | 8 | 0 | 0 | 244 | 0 | 0 | 14 | 0 |
| Total affiliated companies | 144 | 0 | 8 | 0 | 0 | 244 | 0 | 0 | 14 | 0 |
| ASM Set S.r.l. | 1 | 0 | 0 | 0 | 0 | (1,850) | 0 | 0 | 0 | 0 |
| Etra Energia S.r.l. | 1 | 0 | 0 | 0 | 0 | (185) | 0 | 0 | 0 | 0 |
| Estenergy S.p.A. | 265 | 0 | 0 | 0 | 0 | (38,474) | 0 | 0 | 0 | 0 |
| Total subsidiary companies | 267 | 0 | 0 | 0 | 0 | (40,509) | 0 | 0 | 0 | 0 |
| Total | 465 | 184 | 33 | 0 | 0 | (40,152) | 0 | 0 | 62 | 0 |
On 7 January 2023, pursuant to the laws and regulations in force, an updated version of the key information concerning the shareholders' agreement signed on 16 March 2020 was published in the Corporate Governance section of the website www.gruppoascopiave.it. This update exclusively concerns the change in the number of voting rights held by some of the peaceful shareholders as a result of the intervening increase in voting rights, as last communicated by Ascopiave on 6 May 2022. Pursuant to Articles 65-quinquies, 65-sexies and 65-septies of the Issuers' Regulations, the document is available to the public at the company's registered office, at Borsa Italiana S.p.A., on the authorised storage mechanism "eMarket STORAGE" () of Teleborsa S.r.l., and in the Corporate Governance section of the website www.gruppoascopiave.it.
On 31 January 2023, Ascopiave and Iren finalised the transaction for the rationalisation of certain assets within the natural gas distribution service (see press release of 25 November 2022), following compliance with the stated contractual conditions.
In particular, the operation provided for:
Overall, the asset rationalisation transaction entailed the recognition of a monetary adjustment of Euro 3.6 million in favour of the Ascopiave Group based on the different expected profitability. The transaction highlights the desire of the two companies to rationalise their gas distribution concessions by pursuing their strategic plan based on the territorial continuity of the assets.
On 9 February 2023, the Board of Directors approved the Group's Strategic Plan 2022-2026.
The plan confirms the strategic directions set out in the plan approved in 2022, outlining a sustainable growth path in the core businesses of gas distribution and renewable energies, and in new business areas. The development will take place under conditions of a balanced financial structure, ensuring a remunerative dividend distribution.
Economic and financial highlights:
The plan presents a scenario that makes the most of the Group's possible award of certain tenders for gas distribution services in minimum territorial areas of interest. This opportunity, which depends, among other things, on the actual timing of the publication of calls for tenders, entails an estimated further growth in EBITDA to 2026 of EUR 21 million and an increase in investment volume of EUR 220 million.
On 23 February 2023, Ascopiave S.p.A. announced that the Board of Directors' meeting to approve the draft financial statements and consolidated financial statements for the year ended 31 December 2022, initially scheduled for 9 March 2023, would be held on 7 March 2023, and that the Analyst Presentation, initially scheduled for 9 March 2023, would be held on 7 March 2023. In addition, Ascopiave S.p.A. informed that the Board of Directors Meeting for the approval of the Half-Yearly Report as at 30 June 2023, initially scheduled for 3 August 2023, would be held on 27 July 2023, and that the Analyst Presentation, initially scheduled for 4 August 2023, would be held on 27 July 2023.
On 14 March 2023, Ascopiave S.p.A. announced that the Hera Group, through its subsidiary Acantho, and the Ascopiave Group had finalised the acquisition of 92% of the shares of Asco TLC at the headquarters of Asco Holding in Pieve di Soligo (TV), with 36.8% and 55.2% stakes, respectively.
The closing follows the award at the end of November 2022 of the public tender procedure called by Asco Holding for the sale of 92% of the shares of Asco TLC, held by Asco Holding itself and by the Treviso-Belluno C.C.I.A., and the subsequent signing on 29 December 2022 of the related contractual documentation between the Hera Group and the Ascopiave Group. The acquisition price, settled in cash, is Euro 37.2 million.
Asco TLC, a company that has been active since 2001 in the provision of ICT services mainly to corporate customers and public administrations, has a significant proprietary territorial network, located in the Veneto and Friuli-Venezia Giulia regions for more than 2,200 km of fibre optic backbones, 56 radio links and 24 xDSL exchanges in unbundling, and provides its services to more than 2,700 customers.
For the two groups, the transaction represents a strategic step in the evolution of the business portfolio in the IT-TLC sectors, in line with their respective industrial plans. Moreover, it is the first step of a broader transaction that would lead, through the merger of Asco TLC into Acantho, to the creation of a multi-regional operator with significant operational synergies compared to the stand-alone companies and benefits for customers as well.
Pursuant to current legal and regulatory provisions, on 20 March, Ascopiave disclosed to the public an updated version of the essential information relating to the shareholders' agreement signed on 16 March 2020 and published by the signatories of the agreements in the national daily newspaper "Italia Oggi" on 16 March 2023. This update concerns the tacit renewal of the shareholders' agreement for a further three-year period pursuant to Article 6 of the same agreement, which took place on 16 March 2023.
On 14 April 2023, the Shareholders' Meeting of the subsidiary Morina S.r.l. resolved to cover the losses accrued during the financial year 2022 and the first quarter of 2023. The coverage of the losses required the use of the company's entire shareholders' equity as well as the payment by the shareholders of the remaining portion. The shareholders' meeting also resolved to reconstitute the share capital by subscription of the Shareholders in proportion to their shareholding. The majority shareholder Asco Renewables S.p.A., a company of the Ascopiave Group, also offered to underwrite the
shares of shareholders who were not interested.
On 17 May, after the term established by the Shareholders' Meeting had expired and there were no subscriptions by the other entitled Shareholders, Asco Renewables S.p.A. took over the subscription of the remaining shares, becoming the sole Shareholder of Morina S.r.L..
On 18 April 2023, the Ordinary Shareholders' Meeting of Ascopiave S.p.A. met under the chairmanship of Mr. Nicola Cecconato.
The Ordinary Shareholders' Meeting approved the financial statements for the financial year and took note of the Group's
consolidated financial statements as at 31 December 2022 and resolved to distribute an ordinary dividend of EUR 0.13 per share, for a total of EUR 28.2 million, an amount calculated on the basis of the shares outstanding at the end of the financial year 2022. The ordinary dividend will be paid on 4 May 2023 with detachment of the coupon, identified with the number 198, on 2 May 2023 (record date 3 May 2023).
The Shareholders' Meeting also approved, with a binding vote, the first section of the report on the remuneration policy and compensation paid drawn up pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 (the 'TUF') (i.e., the remuneration policy for the financial year 2023). The Shareholders' Meeting also cast a favourable advisory vote on the second section of the report on remuneration policy and compensation paid prepared pursuant to Article 123-ter of the Consolidated Law on Finance (i.e., the report on compensation paid in the financial year 2022).
The Ordinary Shareholders' Meeting resolved on the appointment of the members of the Board of Directors and the Board of Statutory Auditors of the Company, who will remain in office for three financial years until the approval of the financial statements as at 31 December 2025. The Board of Directors appointed by the Shareholders' Meeting is composed of 7 directors elected on the basis of the candidate lists submitted by the Shareholders.
Given the result of the voting, out of no. 312,032,351 votes represented at the Shareholders' Meeting, list no. 1 presented by Asco Holding S.p.A. obtained no. 254,132,776 votes equal to 81.444% of the voting participants and equal to 64.439% of the total voting rights; list no. 2 presented by ASM Rovigo S.p.A. obtained no. 56,329,419 votes equal to 18.052% of the voting participants and equal to 14.283% of the total voting rights.
Therefore, in compliance with the provisions of Article 15.12 of the Bylaws, from the list presented by the majority shareholder Asco Holding S.p.A., owner of 51.157% of the share capital and equal to 60.813% of the voting capital, Messrs. Luisa Vecchiato, Nicola Cecconato, Federica Monti, Greta Pietrobon, Enrico Quarello, and Giovanni Zoppas were elected as directors. From the list presented by the shareholder ASM Rovigo S.p.A., which resulted second in terms of number of votes obtained, Mr. Cristian Novello, the first candidate on the list, was elected director. The Shareholders' Meeting also appointed Mr. Nicola Cecconato as Chairman of the Board of Directors.
The Shareholders' Meeting also resolved to set at Euro 380,000 the total annual remuneration due to the Board of Directors to be paid, in compliance with the laws in force, Euro 80,000 to the Chairman and Euro 50,000 to each of the other directors, starting from the date of assumption of office and until the end of the mandate, without prejudice to the Board's right to determine a further remuneration for directors holding special offices in compliance with the Articles of Association pursuant to Article 2389, paragraph 3 of the Italian Civil Code.
Given the outcome of the voting, for the appointment of the Board of Statutory Auditors out of no. 312,032,351 votes represented at the Shareholders' Meeting, list no. 1 presented by Asco Holding S.p.A. obtained no. 254,132.776 votes equal to 81.444% of the voting participants and equal to 64.439% of the total voting rights; list no. 2 presented by ASM Rovigo S.p.A. obtained no. 56,325,392 votes equal to 18.051% of the voting participants and equal to 14.282% of the total voting rights.
Therefore, the Board of Statutory Auditors appointed by today's Shareholders' Meeting was elected on the basis of the candidate lists submitted by the Shareholders. Pursuant to Article 22.5 of the Articles of Association, from the list presented by the majority shareholder Asco Holding S.p.A., owner of 51.157% of the share capital and equal to 60.813% of the voting capital, which obtained the highest number of votes, Mr. Luca Biancolin and Ms. Barbara Moro were elected as standing auditors and Mr. Matteo Cipriano as alternate auditor. From the list presented by the shareholder ASM Rovigo S.p.A., owner of 4.399% of the share capital and equal to 5.229% of the voting capital, Dr. Giovanni Salvaggio was elected standing auditor and Chairman of the Board of Statutory Auditors, and Dr. Marco Bosco alternate auditor.
The Shareholders' Meeting also set the remuneration of the Board of Statutory Auditors, pursuant to Article 2402 of the Italian Civil Code, in the amount of EUR 50,000 gross per annum for the Chairman of the Board of Statutory Auditors and EUR 32,000 gross per annum for each Statutory Auditor.
Lastly, the Shareholders' Meeting approved the authorisation to purchase and dispose of treasury shares, subject to revocation of the previous authorisation granted by the Shareholders' Meeting of 28 April 2022, for the portion not executed.
On 18 April 2023, Ascopiave S.p.A. announced that the 2022 Sustainability Report, approved by the Board of Directors of Ascopiave S.p.A. in its meeting on 13 April 2023, following the positive opinion of the Sustainability Committee, was published in the "Sustainability" section of its website. The Sustainability Report illustrates the Company's commitment with regard to "Environmental, Social and Governance" factors and provides an overview of the initiatives promoted by the Ascopiave Group with regard to corporate social responsibility.
The Board of Directors of Ascopiave S.p.A., which met on 11 May 2023, appointed the Chairman Nicola Cecconato as Chief Executive Officer of the Company; the same Board delegated the Chairman and Chief Executive Officer the relevant powers. Furthermore, on the basis of the information received from the parties concerned as well as the information in its possession, the Board has ascertained, pursuant to the provisions of the Consolidated Finance Act and the Corporate Governance Code, that the directors Federica Monti, Cristian Novello, Luisa Vecchiato and Giovanni Zoppas meet the independence requirements set forth in Art. 148, paragraph 3, of the Consolidated Finance Act and Article 2 of the Corporate Governance Code, and that therefore the composition of the Board of Directors complies with the provisions of Article 147-ter of the Consolidated Finance Act and Article IA.2.10.6 of the Instructions to the Borsa Italiana Regulation on STAR issuers.
The Board of Auditors verified the correct application of the assessment benchmarks and procedures adopted by the Board to evaluate the independence of its members.
On 8 May 2023, the Board of Statutory Auditors ascertained that its members met the independence requirements set forth in Article 148, paragraph 3, of the Consolidated Law on Finance and Article 2 of the Corporate Governance Code, based on the information received from those directly involved. The composition of the Board of Statutory Auditors therefore complies with the provisions of Article 148 of the Consolidated Law on Finance.
The Board of Directors also set up the Control and Risk Committee, identifying its members:
Furthermore, the Board of Directors set up the Remuneration Committee, identifying as its members:
The Board of Directors also set up the Sustainability Committee, identifying as its members:
On 27 July 2023, the Ascopiave Group and the Hera Group approved the merger of the latter into Acantho at the extraordinary general meetings of the subsidiaries Acantho and Asco TLC. The merger took effect on 1 October 2023. Following the transaction, the Acantho shareholders hold the following stock: Hera S.p.A. 70.16%, Con.AMI 16.84%, Ascopiave 11.35%, Province of Treviso 1.65%.
On 27 September 2023, BCC Banca Iccrea finalised a Project Finance transaction worth approximately EUR 24.5 million for the benefit of Salinella Eolico, a company controlled by the Ascopiave Group of Pieve di Soligo (TV) and in which the Renco Group holds a minority stake.
The financing will allow the construction of a wind farm, named "Petronà - WP1", consisting of 6 Vestas wind turbines with a unit power of 3.6 MW for a total power of 21.6 MW, in the Towns of Belcastro and Petronà (Catanzaro). To date, the construction of the wind farm is underway through a turnkey contract by the Renco Group and the wind farm is expected to be operational by the end of 2023
When fully operational, the wind farm will have an expected output of about 40 million kWh per year, which will meet the energy needs of about 14,000 households. Over the 30 years of production, the CO2 reduction effect will be approx. 319,000 tonnes and equal to the absorption of approx. 350,000 trees.
No significant events occurred after the end of the first nine months of the financial year.
With regard to the targets to which the Group's natural gas distribution companies are obliged with regard to energy efficiency certificates (TEEs), with the publication of the Ministerial Decree of 21 May 2021, the 2020 target was considerably reduced, the quantities of certificates subject to the targets for the four-year period 2021- 2024 were determined, and the normal deadline of 31 May for delivery of the certificates was postponed to 16 July (for the year 2021). As a result of the changes made by the decree itself to the 2020 target, with the delivery of 16 July 2021 and the advance payment of 30 November 2021, all group companies completed the 2019 target, fulfilled the minimum share of the 2020 target and delivered part of the 2021 target, the latter within the legal limits. With regard to the delivery of May 2022 (target 2021), approximately 9,200 securities were delivered, which, together with the advance payment of November 2021, made it possible for all the companies of the group to meet the minimum target of 60%. In the November 2022 session, the 2020 target was completed for all the companies, with the exception of AP Reti gas Nordest, and the down payment for the 2022 target was delivered.
With the handover in May 2023, the minimum target of the obligation has been fulfilled for all companies.
Stipulation of an arrangement with the Towns for the adoption of a shared procedure aimed at the agreed quantification of the "Industrial Residual Value" of the networks
The regulatory changes that have taken place in recent years, and in particular the discipline that has provided for the selection of the distribution service manager by means of the so-called 'area tenders', have entailed, among other things, the need to determine the Residual Industrial Value (V.I.R.) of the plants owned by the Managers.
In this respect, the concession agreements governed two 'paradigmatic' situations, namely:
early redemption (normally governed by Royal Decree No. 2578/1925) and
repayment from the (natural) expiry of the concession.
The likelihood of an 'ope legis' expiry, prior to the commencement of the 'contractual' term, was (as a rule) not contemplated (and therefore regulated) in the concession deeds.
In substance, the case at issue (early expiry imposed by law) represents a "tertium genus", in some respects similar to the exercise of early redemption (from which, however, it differs markedly due to the lack of an autonomous will on the part of the Entity) and in other respects similar to the expiry of the term of the grant (which, however, has not expired).
At least until Ministerial Decree 226/2011, there were no laws and/or regulations that precisely defined the methods and benchmarks for determining the R.I.V. of plants and that could therefore supplement the contractual clauses, which were not infrequently lacking.
Even Legislative Decree 164/2000, until the amendment introduced first by Decree-Law 145/2013, and then by Law 9/2014 merely referred to Royal Decree 2578/1925 which, however, sanctioned the industrial estimation method without setting precise estimation parameters.
This situation made it extremely opportune, if not necessary, to establish specific agreements with the Towns aimed at arriving at a shared estimate of the Residual Industrial Value. Suffice it to say that the very lack of such agreements, in the past, has often led to disputes in both administrative and civil/arbitration courts.
The situation of Asco Holding's shareholder Towns was even more peculiar, in the sense that, with them, there was no actual concession deed in the 'canonical' forms, but various acts of conferment into a company (the then Special Company) that at the same time sanctioned the continuation of the service previously carried out by the Consorzio Bim Piave.
It is clear that, as acts of contribution, a regulation of their own concerning the redemption and/or expiry of the management was neither contemplated nor contemplated.
With the aforementioned Towns, Ascopiave therefore entered into an agreement that provided for the identification of an expert of recognised professionalism, competence and independence called to establish the fundamental benchmarks to be applied in calculating the Residual Industrial Value of gas distribution plants. The relative negotiated procedure, conducted with the criterion of the most economically advantageous offer, was concluded on 29 August 2011. The expert thus identified drew up the Report (made available on 15 November 2011) on "Fundamental benchmarks for calculating the Industrial Residual Value of the natural gas distribution plants located in the Towns currently served by Ascopiave S.p.A.", which was approved on 2 December 2011 by the Board of Directors of Ascopiave S.p.A. and subsequently by all 92 Towns with a resolution of the Municipal Council.
In 2013, Ascopiave S.p.A. transmitted the state of consistency and the valuation of the plants resulting from the application of the benchmarks defined in the Report, at the same time offering its willingness to enter into discussions with the Towns in order to analyse the documents.
To date, at the outcome of the relevant technical discussion, 86 Towns (unchanged from 31 December 2015) have approved the relevant enhancements.
As part of the aforementioned process, mutual relations more strictly related to the management of the service were also regulated, providing for the payment of both lump sums (2010 - stipulation of supplementary deeds) in the amount of Euro 3,869 thousand, and (from 2011) of actual fees in variable amounts equal to the difference, if positive, between 30% of the Revenue Constraint recognised by the tariff regulation and the amount received by each individual Town as a 2009 dividend (2008 budget).
In particular, they corresponded:
totalling Euro 67,155 thousand.
During 2015, Ascopiave S.p.A. made available to the Towns falling under Minimum Territorial Area of Treviso 2 - Nord and Venezia 2 - Entroterra (Hinterland) and Veneto Orientale (69 Towns out of 92) an update of the plant valuations as at 31 December 2014. Subsequently, in the 2016-2017 period, the Towns falling under the Treviso 2 - North area and some Towns of the Treviso 1 - South area were provided with an update as of 31 December 2015, applying the agreed valuation benchmarks and providing a count of the valuation of private contributions to be deducted from the residual industrial value pursuant to Law 9 / 2014.
The contracting stations of the territorial Areas Treviso 2 - North and Venice 2 - Hinterland and Eastern Veneto sent to ARERA the valuations of the reimbursements of some Towns for the purposes of the verifications required by the regulations. The Authority made some observations (then forwarded by the same contracting stations) against which AP Reti Gas proposed its own 'counter-deductions'.
Litigation
As at 30 September 2023, there were no pending litigations.
As at 30 September 2023, there were no pending litigations.
As at 30 September 2023, the following cases are pending:
A civil lawsuit initiated by the Town of Sovizzo, with a writ of summons served on AP Reti Gas S.p.A. on 21 February 2019. The Entity is claiming the payment of a concession fee, for Euro 65 thousand/year starting 01 January 2013.
The appearance hearing, initially set for 19 June 2019, was postponed to 10 September.
Reply briefs were filed in February and March 2020.
With a judgement dated 10 December 2021, the monocratic judge accepted the Town's request and ordered AP Reti Gas S.p.A. to disburse Euro 65 thousand/year, from 2013 and until the end of the current management.
The Company disagreed with the ruling and considered it unlawful and appealed within the relevant time limit (16 January 2022).
The first hearing was held on 16 May 2022 and the hearing for the statement of conclusions was held on 12 June 2023. The filing of closing statements and replies is in progress.
Three administrative proceedings, pending before the Veneto Regional Administrative Court, brought by AP Reti Gas S.p.A. for the annulment of Resolutions nos. 92, 85 and 70 of the Municipal Council of 2020, whereby the three Authorities approved the respective estimates of the residual value of the plants, drawn up by the engineer appointed by the S.A. (Metropolitan City of Venice) using the ministerial LGs criterion, instead of, as obligatory under Article 15, paragraph 5 of Legislative Decree 164/2000 and as previously done, applying the duly and promptly agreed contractual benchmarks, with a lower value recognised to AP Reti Gas S.p.A, respectively, of about Euro 412 thousand, Euro 375 thousand and Euro 48 thousand.
The Town of Concordia Sagittaria (again at the urging of Ambito S.A.) forwarded a further GC Resolution (No. 3/2022) with which it approved another estimate (again at ministerial LGs) that, although marginally, further reduces the reimbursement value recognised to AP Reti Gas S.p.A. The Company, therefore, provided for the relative appeal on additional grounds.
Similarly, on 11/08/2022, the Town of Fossalta di Portogruaro forwarded GC Resolution No. 37/2022 (adopted in March) concerning the approval of the estimated VIR (at LG), which exceeds the previous Resolution No. 85/2020. Even though the difference with the previous value (as set forth in the contested Resolution No. 85/2020) is minimal (less than one thousand euro), the Company had to proceed with the appeal with additional grounds, duly filed and notified within the terms. At present, there are no further pending court proceedings.
A civil suit filed with the Court of Pordenone, by the Town of Fossalta di Portogruaro, with a writ of summons served on AP Reti Gas S.p.A. on 10 November 2022. The entity is requesting the payment of a concession fee of approximately Euro 72,000/year as of 1 January 2013, for a total of approximately Euro 700,000.
The company, considering that it owes nothing to the Town , will enter an appearance in court to oppose the claim. The first hearing, set in the writ of summons for 28 February 2023, was postponed to 07 April 2023. AP Reti filed its case on 17 March 2023.
Two administrative proceedings, pending before the Veneto Regional Administrative Court, initiated by AcegasApsAmga (parent company of AP Reti Gas Nord Est), against the Towns of Albignasego and Cadoneghe, in relation to the ownership of networks in parceled areas.
With respect to the judgment with the Town of Cadoneghe, on 28 February 2023, a notice of imminent peremption was received.
AP Reti Gas Nord Est communicated its intention to make the aforementioned time limit run, with the consequent termination of the judgement. The relevant Decree, with the consequent termination of the judgement, was published on 02 October 2023.
On 16 May 2023, a similar notice of imminent peremption was received in respect of the lawsuit pending with the Town of Albignasego. AP Reti Gas Nord Est shall communicate its intention to make the aforesaid term run, with the consequent extinction of the judgement.
As at 30 September 2023, they are pending:
An appeal to the Regional Administrative Court for Lazio - Rome, brought by AP Reti Gas S.p.A. (together with other leading operators of gas and electricity distribution services), for the annulment of ANAC Resolutions Nos. 214 and 215 of 2022, by means of which, the Authority, in alleged execution of Sentence No. 2607/2022 of the Lazio Regional Administrative Court, substantially reproduced what was set forth in the President's Announcements, annulled for lack of jurisdiction of the Court.
Previously, AP Reti Gas (together with other leading gas and electricity distribution service operators) had requested and obtained the annulment of the Communication of the ANAC President of 16 October 2019. Said measure, in substance, extended the obligations proper to contracts subject to the application of Legislative Decree 50/2016 (e.g. acquisition of CIG and payment of ANAC contribution) also to excluded contracts and even outside the application of the Code.
With Sentence No. 2607/2022, the Lazio Regional Administrative Court upheld AP Reti Gas's appeal and annulled the contested measure, finding that the President lacked jurisdiction with respect to the issuance of the same measure. ANAC, however, in alleged compliance with the Judgment, substantially reproduced the content of the measures annulled by the TAR in two resolutions (Nos. 214 and 215 of 2022).
The measures were therefore appealed, for the most part, by re-proposing the 'substantive' complaints already prepared in the first judgement and not examined by the TAR, not because they were considered unfounded, but because the Court, pursuant to the CPA, considered the ruling of lack of jurisdiction to be absorbent and exhaustive.
An appeal to the Regional Administrative Court for Lombardy - Milan, promoted against ARERA by Ascopiave S.p.A. and AP Reti Gas S.p.A. (together with other leading gas distribution service operators), for the annulment of Resolution 570/2019/R/gas, concerning the "tariff regulation of gas distribution and metering services for the period 2020-2025". The new regulatory discipline provides for a strong and unjustified reduction of tariff items to cover the operating costs recognised to distributors. The appeal was filed on 25 February 2020.
By means of an appeal on additional grounds, filed within the terms of the appeal (24 May 2021), an appeal was also lodged against ARERA Resolution No. 117/2021/R/gas published on 23 March 2021, bearing the "Determination of the definitive reference tariffs for gas distribution and metering services for the year 2020". In fact, the Companies considered that the measure, being part of the determinations resulting from the tariff regulation set forth in Resolution No. 570/2019, could be further detrimental to the Group's distribution companies.
Following the appeal by Italgas Reti, the Lombardy Regional Administrative Court, through Sentence No. 1517 of 4 August 2020, partially granted the petition, ordering ARERA to produce the documents used to determine the rate of return on invested capital (beta parameter).
Subsequently, Italgas itself, first started "compliance" proceedings, aimed at enforcing the ruling, then appealed the same (evidently, for the parts not upheld). However, the appeal was abandoned by Italgas on 16 February 2022, due to a supervening lack of interest.
Both measures were notified to AP Reti Gas, as a mere counter-interested party. The Company, in order to protect its own legitimate interests, which are only partly congruent with those of Italgas Reti, decided to intervene in the two proceedings. At present, only the judgment of compliance remains.
An action before the Regional Administrative Court of Veneto (R.G. 612/2023) brought by Green Factory S.R.L. against the Veneto Region and the Ministry of the Environment and Energy Security and against Sapio Produzione Idrogeno Ossigeno S.R.L, for the annulment, subject to suspension of the effectiveness, of Decree No 28 of 29 March 2023 of the Director of the Veneto Region's Research, Innovation and Energy Competitiveness Directorate, and of all subsequent acts, by which the Region excluded Green Factory from the procedure for the allocation of the grant (PNRR) provided for the production of hydrogen in disused industrial areas.
The company, in particular, considers the exclusion from the aforementioned procedure to be unlawful in several respects, since it considers that it meets the requirements.
Through ruling No. 1092 of 13 July 2023, the Veneto Regional Administrative Court rejected the appeal. The Company has appealed.
As at 30 September 2023, the following cases are pending:
A lawsuit, pending before the Court of Vicenza, brought against AP Reti Gas Vicenza, for compensation for damages resulting from the temporary interruption of the supply (which occurred during the performance of activities on the distribution network, entrusted to the contractor Costruire e Progettare in Lombardy), brought by Ariston Cavi S.p.A. The company, while hoping for a friendly settlement, duly entered an appearance and, in the exercise of its negotiating indemnity, sued the contractor.
The hearing for closing arguments took place on 11 May 2023. Publication of the judgment is pending.
A lawsuit before the Court of Enterprises of Venice (R.G. 5768/22), brought by Fin Energy S.A., a minority shareholder of Asco EG, against the same company, by means of an appeal notified on 03 August 2022, challenging the capital increase resolved by the shareholders' meeting of Asco EG on 27 May 2022, by means of an appeal against the relevant resolution.
The Company, considering the claim to be unfounded, entered an appearance within the time limit.
The first hearing took place on 21 December 2022, and a second one on 19 July 2023.
The witness hearing was set for 12 October 2023.
A lawsuit before the Regional Administrative Court of Lazio (R.G. 10986/22), brought by Asco EG (notified on 16 September 2022), against the measures of the Inland Revenue Agency (and other Entities) implementing the provisions of Article 37 of Law Decree 21/2022, converted with amendments by Law 51/2022 and subsequently further amended by Law Decree 50/2022, in turn converted with amendments by Law 91/2022.
As part of the appeal, the issues of constitutionality and compliance with European law of the primary regulation were raised. Similarly, in some appeals brought by other companies before the Tax Commission, the question of jurisdiction was raised, which is pending before the Court of Cassation (with a ruling expected in October 2023), as well as the question of constitutionality.
The public hearing for the discussion of the appeal on the merits took place on 4 April 2023. The Regional Administrative Court ordered a postponement to 18 July 2023. At the outcome of the hearing, in light of the above, and therefore pending the decision of the Supreme Court, the TAR ordered the suspension of the trial.
A lawsuit before the Regional Administrative Court of Lombardy in Milan (R.G. 1770/22), brought by Asco EG (notified on 08 September 2022), against ARERA Resolution No. 266/2022 and the GSE Communiqué of 07 July 2022, implementing Article 15 bis of Law Decree 4/2022, converted by Law 25/2022, and amended by Law Decree 115/2022, converted with amendments by Law 142/2022.
As part of the appeal, the questions of constitutionality and conformity with European law of the primary legislation were raised.
With Sentence no. 2676/2022 of 23 November 2022, the Regional Administrative Court upheld the appeal and consequently annulled ARERA Resolution 266/2022 and the consequent acts of the GSE. The reasons for the ruling were published on 09 February 2023.
As a precautionary measure, pending the aforementioned reasons, on 05 December 2022, the Company, together with the other plaintiffs, filed a further appeal on additional grounds, as a result of the supervening force of EU Regulation 2022/1854, for the annulment of all the measures resulting from Resolution No. 266/2022, as well as to ascertain the lack of the prerequisites for the application of Article 15-bis of Legislative Decree No. 4/2022 and the consequent nullity of all the application measures issued by ARERA and the GSE. The issues of constitutionality and compliance with European law of the primary regulation were also raised.
The TAR ruling was appealed by ARERA to the Council of State (RG 10025/22), with a request for suspension of the first instance ruling. By order of 17 January 2023, the Council of State granted the precautionary petition and therefore suspended the enforceability of the contested ruling. Following the aforementioned publication of the grounds of the first instance ruling, on 21 March 2023, the application to revoke the precautionary order was discussed. The Council of State, however, confirmed the suspension of the execution of the Judgment and set the public hearing on the merits for 5 December 2023.
With respect to the further proceedings brought before the Lombardy - Milan Regional Administrative Court, by order of 17 July 2023, the court suspended the proceedings pending the preliminary ruling of the Court of Justice of the European Union on the questions formulated by the same Regional Administrative Court in a previous order of 7 July (adopted in the context of a case with a completely similar subject matter).
A civil action commenced with the notification of an appeal pursuant to Article 22 of Law 689/1981 c/o the Court of Verbania, by Sangineto Energie S.R.L., against the Province of Verbano Cusio Ossola, for the annulment and/or declaration of nullity and/or revocation, subject to suspension, of the same Province's injunction order of 10 January 2023, prot. no. 299, Rep. no. 1/2023, by which the Authority claims that Sangineto Energie (as assignee of Sant'Anna S.r.l.) and Fusio S.r.l, EVA Renewables Assets S.p.a. and Ing. S. B., jointly and severally, the payment of the amount of Euro 1,248,000.00, as the sum deriving from the penalty of Euro 1,600.00 (equal to the minimum amount) multiplied by 780 violations (of which 778 reports have been served) allegedly ascertained by the Carabinieri forestry officers (between 23 September 2015 and 05 April 2016), relating to the storage of material resulting from the construction of a diversion tunnel serving the hydroelectric plant in the Towns of Falmenta, Gurro and Cavaglio Spoccia.
The Company disputes both the inclusion in the perimeter of debtors, the quantum claimed, and the very legitimacy of the procedure adopted to impose the penalty.
The Court of Verbania set the hearing for discussion on 23 May 2023, then postponed to 21 June 2023.
The next hearing is scheduled for 17 October 2023.
It must be emphasised that, with regard to the same matter, the parent company Ascopiave, having a negotiated guarantee in the context of the sale and purchase of the shares in Sangineto Energie, at the same time as Sangineto Energie was notified of the appeal, sent the guarantor company a specific enforcement notice for the entire amount claimed by the Province (conditional on Sangineto Energie's possible loss).
A case before the Superior Court of Public Waters, brought by ASCO EG S.p.A. with an appeal dated 16/06/2023, against Regione Lombardia, for the annulment of the Lombardy Region Council Resolution no. XII/136 of 12 April 2023 "Determinations regarding the updating of the fixed component of the fee due from large hydroelectric derivations for the year 2023 in application of Article 20, paragraph 2, of Regional Law no. 5 of 8 April 2020, as amended and supplemented", published in Boll. Uff. Regione Lombardia, S.O. no. 16 of 18 April 2023 and of the consequent acts (e.g. Notice of expiry of the public water user fee 2023).
In a nutshell, the company disputes the manner in which the inflation rate was adjusted and consequently the amount of the fee charged.
The first hearing was set for 11 October 2023.
The distribution companies of the Ascopiave Group, in fulfilment of their regulatory obligation to do so (with particular reference to Article 40.2a) of the TIVG), take action, as a rule pursuant to Article 700 of the Italian Code of Criminal Procedure, in order to obtain forced access to property and disconnect the utilities served under the Default Service Directive (SDD) delinquency regime. Appeals are directed against end customers (or de facto users).
For this purpose (and in order to comply with regulatory requirements), a management procedure has been defined that starts with the activation of the SDD and ends with its termination (for one of the various hypotheses envisaged).
It provides for the carrying out of closure attempts in the ordinary forms, the obtaining of information, the carrying out of registry checks and/or attempts to contact the end customers involved, the transmission of notices and warnings and, lastly, where these initiatives are unsuccessful (and limited to users with AC > 500 smc/year), the commencement of emergency legal actions.
Currently, the following are pending:
The annual number of cases for which legal action is likely to be required in 2023, for all Group companies (including the latest, Romeo Gas and Serenissima Gas), can now be roughly estimated at between 12 and 25 actions.
The companies Ascopiave, Ap Reti Gas Rovigo, Edigas Esercizio Distribuzione Gas, Unigas Distribuzione (merged into Ascopiave) and Asco Energy (ex. Veritas Energia) starting from the year 2008 were subject to the additional IRES (Robin Tax) introduced by Article 81 DL. 112/2008. Subsequently, in the course of 2015, the Constitutional Court declared the constitutional illegitimacy of the aforementioned tax and following this ruling, the companies requested the refund of the tax unduly paid, filing the various appeals on the basis of a retroactive interpretation of the aforementioned ruling, also supported by an opinion formulated by a constitutional lawyer.
After negative rulings by the respective Regional Tax Commissions, the companies appealed to the Supreme Court of Cassation.
In March 2022, the first negative orders were announced, with the Constitutional Court rejecting the appeal filed by AP Reti Gas Rovigo and Edigas Esercizio Distribuzione Gas, which proceeded with the filing of the appeal with the European Court of Human Rights. The appeals filed by the other companies are still pending.
In the month of September 2019, a short access began against the companies Ascopiave S.p.A. and Ascotrade S.p.A. (the latter merged into EstEnergy S.p.A. with effect from 1 October 2022) by the Veneto Regional Directorate of the Agenzia delle Entrate in relation to the Ires, Irap and Iva sectors with respect to the years ranging from 2013 until the date of access.
The first phase of the audit activities led to the issuance on 29 October 2019 of a Formal Notice of Findings against Ascotrade S.p.A., a company sold the following 19 December 2019 to the Hera Group and subject to a specific guarantee, containing findings regarding direct and indirect taxes related to the years 2013 and 2014; this act was followed, following the presentation of specific pleadings by the company, by the issuance by the Agenzia delle Entrate of the notices of assessment related to the contested matters, for which the company filed an appeal before the Provincial Tax Commission of Venice, which was accepted with the ruling of 21 April 2021, which provided for the annulment of the related contested acts. On 15 November 2021, the Agenzia delle Entrate appealed against the first instance judge's ruling before the Venice Regional Tax Commission; the company appeared on 30 December 2021 with a counterargument and a contextual cross-appeal. The discussion of the appeal took place on 13 February 2023, and on 19 June 2023, the second instance Tax Court of the Veneto Region filed ruling no. 577/2023 in which it rejected the appeal brought by the Agenzia delle Entrate, sentencing it to pay the costs of the litigation and the flat-rate reimbursement of general expenses.
With reference to subsequent years, the audit activities continued with the issuance on 29 September 2020, against Ascotrade S.p.A., of the Formal Notice of Assessment referring to the year 2015, after which, after the presentation of specific pleadings, the Inland Revenue issued the notices of assessment on 23 December 2020, which were subsequently appealed by the company before the Venice Provincial Tax Commission, which was accepted with the sentence of 23 February 2022, which provided for the annulment of the relative contested acts. On 27 October 2022, the Agenzia delle Entrate filed an appeal, which has not yet been discussed.
Lastly, on 23 December 2021, the company was served notices of assessment relating to IRES for the years 2016 and 2017, as well as IRAP and VAT for the years 2016, 2017 and 2018, for which an appeal was filed on 18 February 2022. On 04 July 2023, the Tax Court of First Instance of Venice filed judgment no. 315/2023 in which it accepted the appeal, condemning the Inland Revenue to pay the litigation costs and the lump-sum reimbursement of general expenses.
The company, with the support of its tax advisor, considers the risk as 'possible' or 'remote' and therefore has not made any allocation.
In 2011, through the issuance of a series of ministerial decrees, the regulatory framework of the sector was further defined, with particular reference to area tenders, as follows:
the carrying out of tenders for the entrusting of the gas distribution service, and with the subsequent Decree of 18 December 2011, the Towns falling under each area were identified (the so-called Decreti Ambito -Area Decrees);
The issuance of the Ministerial Decrees has helped to give certainty to the competitive environment within which operators will move in the coming years, laying the foundations so that the market opening process, initiated with the transposition of the European directives, can concretely produce the desired benefits.
The Ascopiave Group - like many other operators - has substantially welcomed the new regulatory framework, believing that it can create important investment and development opportunities for qualified medium-sized operators, moving in the direction of a positive rationalisation of supply.
At the end of 2013, the Government issued Decree-Law No. 145 of 23.12.2013, making changes to the rules governing the determination of the redemption value of 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.
The law converting the Decree (Law No. 9/2014) amended the content of Article 15 of Legislative Decree No. 164/2000, providing that, to the holders of the entrustments and concessions existing in the transitional period, a reimbursement shall be recognised at the expense of the new operator, calculated in compliance with the provisions set forth in the conventions and contracts and, for what cannot be deduced from the will of the parties as well as for the aspects not governed by the same conventions or contracts, based on the guidelines on benchmarks and operating methods for the evaluation of the reimbursement value referred to in Article 4, paragraph 6, of Decree-Law No. 69, converted, with amendments, by Law No. 98 of 9 August 2013. In any case, private contributions relating to locational assets, valued according to the methodology of the tariff regulation in force, are deducted from the reimbursement value. If the reimbursement value is greater than ten per cent of the value of the net locality fixed assets calculated in the tariff regulation, net of the public capital contributions and the private contributions related to the locality assets, the granting local authority shall transmit the relevant detailed assessments of the reimbursement value to ARERA, gas and water system for verification prior to the publication of the call for tenders.
Law No. 9/2014 also provided that the deadlines set forth in paragraph 3 of Article 4 of Decree-Law No. 69 of 21 June 2013, converted, with amendments, by Law No. 98 of 9 August 2013, be extended by a further four months and that the deadlines set forth in Annex 1 to the regulation referred to in the Decree of the Minister of Economic Development of 12 November 2011, No. 226 of 12 November 2011 (the so-called Criteria Decree), relating to the areas falling within the third grouping of the same annex 1, as well as the relevant deadlines referred to in Article 3 of the same regulation, are extended by four months.
On 6 June 2014, the Decree of the Minister of Economic Development dated 22 May 2014 was published in the Official Gazette, approving the "Guidelines on benchmarks and application methods for the valuation of the reimbursement value of natural gas distribution plants" pursuant to Article 4, paragraph 6, of Decree-Law No. 69/2013, converted, with amendments by Law No. 98/2013 and Article 1, paragraph 16, of Decree-Law No. 145/2013, converted, with amendments, into Law No. 9/2014. Pursuant to Law No. 9/2014, the "Guidelines on Benchmarks and Application Modalities for Assessing the Reimbursement Value of Natural Gas Distribution Facilities" define the benchmarks to be applied for assessing the reimbursement value of facilities in addition to those aspects that are not already provided for in the agreements or contracts and to the extent that they cannot be inferred from the will of the parties.
The 'Guidelines' have several critical aspects, not only in terms of the resulting enhancements, but also in terms of their scope of application, which the Ministry has extremely broadened, to the point of deeming all the
plant valorisation agreements entered into between operators and Towns after 12 February 2012 (the effective date of Ministerial Decree 226/2011). Moreover, the same Guidelines are in contrast with the provisions of Article 5 of the same Ministerial Decree 226/2011. This is contrary to the regulatory provision that refers to Article 4, paragraph 6 of Decree Law 69/2013, which, in turn, makes explicit reference to Article 5 of Ministerial Decree 226/2011.
In consideration of the aforesaid illegitimacy profiles, Ascopiave S.p.A. challenged the Ministerial Decree of 21 May 2014 (hence the Guidelines) before the administrative court (TAR Lazio). As part of the aforesaid suit, a question of
constitutional legitimacy was raised with respect to the (substantially retroactive) interpretation of the new rules on the deduction of private contributions set forth in Law No. 9/2014.
Subsequently, with Resolution 310/2014/R/gas - "Provisions on the determination of the reimbursement value of natural gas distribution networks", published on 27 June 2014, the Authority for Electricity, Gas and the Water System approved provisions on the determination of the reimbursement value of gas distribution networks, implementing the provisions of Article 1, paragraph 16, of Decree-Law No. 145 of 23 December 2013, converted, with amendments, by Law No. 9 of 21 February 2014.
This provision provides that the granting Local Authority shall send the documentation with the detailed calculation of the reimbursement value (RAB) to the Authority for verification, if this value is more than 10% higher than the RAB of the locality. The Authority performs the verifications provided for in Article 1, paragraph 16 of Decree-Law No. 145/13 within the ordinary term of 90 days from the date of receipt of the documentation by the Contracting Stations, guaranteeing priority according to the deadlines set for the publication of calls for tenders.
With Law No. 116/2014 of 11 August 2014 (conversion with amendments of Decree-Law No. 91 of 24 June 2014), the legislature provided for a further extension of the maximum deadlines for the publication of calls for tenders. Specifically, for the areas falling under the first grouping in Annex 1 of Ministerial Decree 226/2011, the maximum deadline was postponed by eight months, for the areas falling under the second, third and fourth groupings, the deadline was postponed by six months, and lastly, for the areas falling under the fifth and sixth groupings, the extension is four months.
On the other hand, these extensions do not apply to the areas that, while falling within the first six groupings, fall within the areas considered "earthquake-affected" because more than 15% of the redelivery points in the area fall within the Towns affected by the earthquakes of 20 and 29 May 2012, in accordance with the provisions set forth in the annex to the Decree of the Minister of Economy and Finance of 1 June 2012.
Lastly, the same law, making a further amendment to Article 15 paragraph 5 of Legislative Decree No. 2000, established that the reimbursement value must be calculated in accordance with the provisions of the agreements or contracts, provided that the latter were entered into prior to the effective date of Ministerial Decree No. 226 of 12 November 2011, i.e. prior to the date of 12 February 2012, thereby affirming a principle of retroactivity of the application of the Guidelines, which had already been challenged in the judicial appeal filed against the Guidelines.
On 14 July 2015, the Decree of the Minister of Economic Development and the Minister of Regional Affairs and Autonomies No. 106 of 20 May 2015 was published in the Official Gazette, containing amendments to Decree No. 226 of 12 November 2011 concerning the tender benchmarks for the entrusting of the gas distribution service. Among the most significant changes are:
Lastly, the conversion law of the so-called 'Decreto Mille Proroghe' (Law No. 21 of 25/02/2016) provided for another extension of the deadline for the publication of calls for tenders. Specifically, for the areas falling under the first grouping in Annex 1 of Ministerial Decree 226/2011, the deadline was further extended by 12 months; for the areas falling under the second grouping, 14 months; for those in the third, fourth and fifth groupings, 13 months; for the areas in the sixth and seventh lots, 9 months; and 5 months for the areas in the eighth grouping.
The same rule, regulated the timing of substitutive interventions by the regions, or, as a last resort, by the Mi.SE, and repealed the penalties for delay that had previously been imposed on the Towns.
During the two-year period 2015-2016, a number of calls for tenders were published to entrust the service with the stated procedure. Many of them did not follow the procedure envisaged by the regulations, which envisage, among other things, the prior examination by the Authority both of the reimbursement values of the plants due to the outgoing operators and of the overall contents of the notice and its annexes before publication. Most of the tenders, moreover, deviate, even significantly, from the indications contained in the ministerial regulations, also with regard to the
benchmarks for evaluating the offers; according to the current regulation, these deviations should be the subject of a specific justification by the Contracting Stations.
In the situation that is now emerging, the standardisation of the tendering process required by the legislation is encountering serious difficulties in imposing itself, concretising the risk that procedures may come to a standstill due to the effect of extensive litigation.
Law No 124 of 4 August 2017 (Annual Market and Competition Law) introduced innovations concerning the natural gas distribution sector.
In particular, Article 1(93) amends the provisions of Article 15(5) of Legislative Decree 164/00, exempting the Local Authorities from the obligation of sending detailed assessments to the Authority if all the following conditions are met:
Article 1(93) provides that, in the event of a value of net fixed assets misaligned with respect to the sector averages as defined by the Authority, the value of net fixed assets relevant for the calculation of the deviation is to be determined by applying the parametric valuation benchmarks defined by the Authority (see, to date, Article 23(1) of the RTDG);
Lastly, Article 1.94 stipulates that the Authority, by means of its own provisions, shall define simplified procedures for the evaluation of tender notices, applicable in cases where such notices have been drawn up in compliance with the standard contract notice, the standard specifications and the standard service contract, specifying that in any case, the tender documents may not deviate from the maximum scores provided for the tender criteria and sub-criteria by Articles 13, 14 and 15 of the aforementioned Decree No. 226/11, l except within the limits set forth by the same articles with regard to certain sub-criteria.
The Authority implemented the provisions of Law No. 124/2017 with Resolution 905/2017/R/gas of 27 December 2017. The Town of Belluno, the contracting station of the Minimum Territorial Area of Belluno, after having followed the procedure required by the regulations, published the call for tenders for the concession of the service in December 2016. In September 2017, the AP Reti Gas S.p.A. Group company participated in the tender, submitting its offer.
The tender acts were challenged by an operator participating in the tender. With Sentence No. 886/2017, the Veneto Regional Administrative Court rejected the appeal. Against the decision, the appellant appealed to the Council of State, filing an application for suspension of the first instance measure. The Council of State, with a ruling published on 22 January 2019, rejected the appeal.
In December 2018, the Town of Schio, contracting station of the Ambito Territoriale Minimo Vicenza 3 - Valli Astico Leogra e Timonchio, issued the call for tenders for the concession of the gas distribution service. The Ascopiave Group currently manages the service in 28 Towns of the Area involved, for a total of approximately 80,000 users. The Group's companies, AP Reti Gas S.p.A. AP Reti Gas Vicenza S.p.A., holders of concessions in the Ambit, challenged the call for tenders due to irregularities, appealing to the Veneto Regional Administrative Court.
A hearing on the merits was held on 8 May 2019; however, there is no further evidence to date.
On 18 April 2023, the Shareholders' Meeting approved the financial statements and resolved to distribute an ordinary dividend of EUR 0.13 per share with an ex-dividend date of 2 May 2023, record date 3 May 2023 and payment on 4 May 2023.
Pursuant to Article 40 of Legislative Decree 127, paragraph 2 d), it is acknowledged that as of 30 September 2023, the company held 17,701,578 treasury shares for a value of Euro 55,423 thousand, which are accounted for as a reduction of other reserves as can be seen in the statement of changes in shareholders' equity.
As far as gas distribution activities are concerned, in 2023, the Group will continue to be engaged in the normal management and running of the service and in carrying out preparatory activities for the next tenders for the awarding of concessions. In the event that in 2023 the process of the tenders relating to the Ambits of interest to the Ascopiave Group should progress, given the time normally foreseen for the presentation of the offers and those required for their evaluation and for the adoption of the awarding decisions by the contracting stations, it is believed that the possible start-up of the new management could take place after the end of the 2023 financial year and therefore will not be able to change the perimeter of the activities currently managed. With regard to economic results, it should be noted that in 2019 the Authority adopted the new tariff regulation for the five-year period 2020-2025. The new regulation provides for a significant annual reduction in the revenue components intended to cover operating costs. In addition, at the end of 2021, the Authority redetermined the rate of remuneration (real pre-tax) of the invested capital recognised for tariff purposes, which for the financial year 2023, will be 5.6% in line with that of the previous year. With regard to energy efficiency obligations, the Decree of 21 May 2021 of the Minister of Ecological Transition determined the national energy saving targets for the years 2021-2024. The estimated targets for 2023 for the Group's distribution companies are higher than the annual obligations for the year 2022.
As far as the production and sale of electricity from renewable sources is concerned, the effects of the decrees issued on the containment of energy prices persisted in the first half of 2023.
As far as gas and electricity sales activities are concerned, Ascopiave will benefit from the consolidation of its share of the result of the minority shareholding held in Est Energy and of the dividends distributed by Hera Comm, both companies controlled by the Hera Group. Ascopiave holds put options on these shareholdings and it is not excluded that they may be exercised, in whole or in part, with a consequent impact on the Group's economic results and financial structure. It should be noted that actual results for 2023 may differ from those indicatively projected above due to various factors, including: general macroeconomic conditions, the impact of energy and environmental regulations, the successful development and application of new technologies, changes in stakeholder expectations and other changes in business conditions.
The first nine months of 2023 were characterised by the factors that also influenced the previous financial year. In fact, the financial year 2022 was strongly affected by a significant inflationary spiral that had already started in 2021 due to misalignments generated between supply and demand, when the pandemic began to fade, and sharpened in 2022 with the start of the Russian-Ukrainian conflict, which is still ongoing, and which significantly influenced the trend in energy commodity prices. The increase in natural gas commodity prices has consequently affected energy commodity prices, the effects of which have rapidly spilled over to other consumer goods that, for manufacturing or transportation purposes, require energy consumption. In particular, among the most sensitive to commodity trends were foodstuffs, a sector already partly affected by the contraction of Ukrainian production and reduced Russian exports.
Inflation in Italy averaged an increase of 8.1% at the end of the financial year 2022, mainly driven by the trend in the prices of energy goods. Net of these, consumer price growth amounted to 4.1%.
In 2022, the Federal Reserve and the European Central Bank, like other central banks around the world, started a process of raising interest rates in order to curb the run-up in inflation and, at the same time, try to prevent an excessively violent slowdown that would lead to a recession in their respective countries.
In view of the inflationary trend in the first nine months of the year, which showed a significant deceleration compared to the previous year, but still significant growth rates, the Fed and ECB raised interest rates further, most recently in September 2023. Should no abnormal indicators emerge from the data in the coming months, the ECB may have reached a level of rates that, if maintained for a sufficiently long period, would make a substantial contribution to a return to a target inflation level.
In September 2023, according to preliminary estimates by Istat, the consumer price index stood at 5.3 per cent yearon-year, a further reduction compared to the previous month's figure (+5.4 per cent).
In its September economic outlook, the OECD forecasts, due to inflation, a weak growth of the world economy for the two-year period 2023- 2024, with the current year possibly reaching 3.0% and 2.7% in 2024.
Overall inflation decreased in parallel with falling energy and food prices, but remains above the targets set by central banks in many countries.
During the month of October, a further crisis area opened up in the Mediterranean basin. The Israeli-Palestinian conflict did not show any significant repercussions on market prices, which, after an initial rapid increase, quickly stabilised, except for natural gas, which continues to show an abnormal upward trend. However, the continuation of the conflict could influence the price trend of other commodities in the following months.
The scenarios, despite the fact that some indicators are improving, consequently remain uncertain due to the continuation of the Russian-Ukrainian conflict as well as the Israeli-Palestinian conflict and the variables that they may trigger, and due to the modest growth expected in 2023 that could quickly turn into recession if some variables do not react as expected.
The Group's management continues to monitor, through the use of external indicators and internally developed values, the impacts in terms of performance so as to be able to intervene with any corrective measures aimed at mitigating the effects that might be reflected in the performance of the business.
The main financial instruments used by the Group are cash and cash equivalents, bank debt and other forms of financing. It is considered that the Group is not exposed to a credit risk higher than the sector average, considering that it provides its business services to a limited number of operators in the gas sector, whose rules for access to the services offered are established by the Regulatory Authority for Energy, Networks and Environment and are set forth in the Network Codes, which dictate contractual clauses that reduce the risks of non-compliance by customers. In particular, the Codes provide for the issuance of suitable guarantees to partially cover the obligations undertaken if the customer does not have a credit rating issued by leading international bodies.
To protect against residual possible risks on receivables, an allowance for doubtful accounts was allocated, which at the end of the first nine months of the year amounted to approximately 14.6% (20.8% as at 31 December 2022) of the
gross amount of receivables from third parties for invoices issued. Significant commercial transactions take place in Italy.
With regard to the company's financial management, the directors assess the generation of liquidity, deriving from operations, to be adequate to cover its needs.
As of 30 September 2023, the Ascopiave Group holds 304 natural gas distribution concessions (306 as of 31 December 2022). In accordance with the provisions of the regulations in force applicable to the concessions it holds, tenders for new assignments of the gas distribution service will no longer be called for each individual Town , but exclusively for the territorial areas determined by the Ministerial Decrees of 19 January 2011 and 18 October 2011, and according to the timeframes indicated in Attachment 1 to the Ministerial Decree on the benchmarks for tenders and evaluation of offers, issued on 12 November 2011, as subsequently amended. As the tenders progress, the Group may not be awarded one or more of the new concessions, or awarded on less favourable terms than the current ones, with a possible negative impact on operations and on the Group's economic and financial position, without prejudice, in the case of non-tender, to the collection of the expected reimbursement value in favour of the outgoing operator for the towns currently managed by the company.
With regard to gas distribution concessions for which the Group is also the owner of the networks and plants, Law no. 9 / 2014 establishes that the reimbursement recognised to be borne by the incoming operator is calculated in compliance with what is established in the conventions and contracts and, for what cannot be deduced from the will of the parties as well as for aspects not governed by the same conventions or contracts, based on the guidelines on benchmarks and operating methods for the evaluation of the reimbursement value referred to in Article 4, paragraph 6, of Decree-Law No. 69 of 21 June 2013, converted, with amendments, by Law No. 98 of 9 August 2013. In any case, private contributions relating to locational assets, valued according to the methodology of the tariff regulation in force, are deducted from the reimbursement value. Moreover, if the reimbursement value is greater than ten per cent of the value of the net fixed assets of the locality calculated in the tariff regulation, net of the public capital contributions and the private contributions relating to the locality assets, the granting local authority shall forward the relevant detailed assessments of the reimbursement value to the Regulatory Authority for Energy Networks and Environment for verification prior to the publication of the call for tenders.
The Decree of the Minister of Economic Development No. 266 of 12 November 2011 states that the incoming operator acquires ownership of the plant with the payment of the redemption value to the outgoing operator, with the exception of any portions of the plant owned by the Town .
When fully operational, i.e. in the periods following the first, the reimbursement to the outgoing operator will in any case be equal to the value of the net fixed assets of the locality, net of public capital contributions and private contributions relative to the locality assets, calculated with reference to the benchmarks used by the Authority to determine the distribution tariffs (RAB). On this point, it should be noted that the Authority intervened with Resolution 367/2014/R/gas, providing that, the reimbursement value, pursuant to Article 14, paragraph 8, of Legislative Decree no. 164/00, at the end of the first period of entrustment of the area is determined as the sum of: a) residual value of the stock existing at the beginning of the entrustment period, assessed for all the assets subject to transfer for consideration to the incoming operator in the second period of entrustment according to the redemption value, referred to in Article 5 of Decree No. 226/11, recognised to the outgoing operator at the time of the first entrustment per ambit, taking into account the depreciation and divestments recognised for tariff purposes during the period of entrustment b) residual value of new investments made during the period of entrustment and existing at the end of the period, valued on the basis of the revalued historical cost criterion for the period in which the investments are recognised for tariff purposes, as provided for in Article 56 of the Regulation of Tariffs for Gas Distribution and Metering Services (RTDG), and as the average between the net value determined on the basis of the revalued historical cost criterion and the net value determined on the basis of the standard cost valuation methodologies, in accordance with the provisions of paragraph 3.1 of Resolution 573/2013/R/GAS, for the subsequent period.
Ascopiave oversees the company's processes and activities with respect for the health and safety of workers, environmental protection, quality and energy saving in the services offered and anti-corruption.
Accidental unforeseen events such as accidents, failure of equipment or control systems, drop in plant performance, and exceptional events such as explosions, fires, or other similar events, lead to risks of infrastructure malfunctioning up to the possible unforeseen interruption of the distribution service. Such events could lead to a reduction in revenues and cause significant damage to people, property or the environment. The Group has stipulated specific insurance contracts to cover the risks described. Although the insurance lines activated are in line with the best policies, they may be insufficient to cover all the losses that the Group may incur due to possible increases in expenses and/or compensation to be paid.
The Group conducts its business in compliance with Italian and European Union regulations on environmental protection, observing the laws that regulate and govern environmental and safety issues. Despite the attention paid to this matter, it cannot be excluded with certainty that the Group may incur costs or liabilities, even of a significant entity. In fact, it is difficult to foresee the economic and financial repercussions of any past environmental damage, also considering the possible effects of new laws and regulations for the protection of the environment, the impact of any technological innovations for environmental remediation, the possibility of disputes arising and the difficulty of determining their possible consequences, also in relation to the liability of other parties. the Group is engaged in activities for the remediation of contaminated sites substantially due to the removal and disposal of waste (mainly for the demolition of obsolete plant structures).
For years, the Group has been implementing a plan to replace traditional meters with smart meters, initially involving meters of class higher than G6 and subsequently also those of lower classes. In the first phase of replacement, the new remote meters represented a technology that was still evolving. The construction characteristics set by the Authority meant that manufacturers had to design and produce a product dedicated solely to the Italian market within a time frame consistent with the obligations set by ARERA. Moreover, it should be noted that the reference technical standards drawn up by the CIG (Comitato Italiano Gas, a standard-setting body affiliated with UNI) have only been fully available since 2015. The Group has started the installation of these devices according to the timetable defined by ARERA (only the Group company AP Reti Gas Nord Est is behind schedule); therefore, there is a risk that levels of malfunctioning will be higher than the historical performance recorded for traditional meters and that greater maintenance costs will be generated for the company.
Article 16.4 of Legislative Decree No. 164/2000 provides that natural gas distribution companies pursue energy saving goals in end-use and in the development of renewable sources; in return for the results achieved, distributors are assigned the so-called Energy Efficiency Certificates, the cancellation of which entails a reimbursement by the Cassa per i Servizi Energetici e Ambientali (Energy and Environmental Services Fund) financed by funds constituted through the RE (Energy Saving) component of distribution tariffs. ARERA determines the specific energy saving targets for electricity and natural gas distributors taking into account the annual national savings quantities to be pursued through the white certificates mechanism. There is a potential risk of economic loss for the Group due to the possible negative difference between the average purchase value of the certificates and the recognised tariff contribution and/or the possible failure to achieve the assigned targets.
Natural gas distribution concessions provide for commitments on the part of the concessionaire, including commitments related to investments to be made in the cost of the period of the concession. It cannot be ruled out that, also due to delays in obtaining authorisations and permits, these investments may be carried out beyond the foreseen time limits, with the risk that charges may be incurred by the Group.
The Group operates in a regulated sector. The directives and regulatory measures issued on this matter by the European Union and the Italian Government, the decisions of ARERA and, more generally, changes in the reference regulatory context may have an impact on the Group's operations, economic results and financial balance.
Of particular importance is the evolution of the benchmarks for determining the reference tariffs. Future changes in the regulations adopted by the European Union or at a national level cannot be excluded, which could have unforeseen repercussions on the reference regulatory framework and, consequently, on the Group's business and results.
The legal and non-compliance risk consists of non-compliance, in whole or in part, with European, national, regional and local regulations with which the Group must comply in carrying out its activities. Violation of the rules may result in criminal, civil and/or administrative penalties as well as financial, economic and/or reputational damage. With reference to specific cases, inter alia, the violation of regulations to protect the health and safety of workers and the environment and the violation of regulations to fight corruption may lead to sanctions, even significant ones, against the Group under the regulations on the administrative liability of entities (Legislative Decree no. 231/01).
Operating in the energy sector, the Ascopiave Group has a synergic relationship with the phenomenon of "climate change" and its business operations contribute in an immediate form to the various climate scenarios dictated by international literature such as the IPCC (International Panel for Climate Change) and NGFS (Network for Greening the Financial System). Following the acquisitions made in 2021 and 2022 in the renewable energy sector, and with the development of new projects and investments underway, the Ascopiave Group, with its updated Strategic Plan 2022- 2026, continues its commitment to the climate change mitigation activities defined by the European Green Deal, to create a "carbon neutral" economy by 2050, and, to reduce emissions by 55% by 2030.
In this regard, the Ascopiave Group, aware that it works in a sector that is extremely influenced by climate change, has carried out an initial analysis useful for adjusting the framework of risks and opportunities within its corporate perimeter. The analysis was conducted taking as a reference the TCFD (Task Force on Climate-related Financial Disclosure) guidelines implemented by the European Commission in the 'Guidelines on the Disclosure of Non-Financial Information: Integration Concerning the Disclosure of Climate-related Information'. The project, resulting in preliminary 'disclosure', analysed the 4 pillars recommended by the document: Governance, Strategy, Risk Management, Metrics & Targets.
The strategic management of "climate change" aspects, as well as the governance of all aspects of sustainability, is the responsibility of the Board of Directors, in compliance with applicable regulations. In 2021, Ascopiave S.p.A. placed the pursuit of the "sustainable success" goal at the centre of its corporate culture and governance system. Also to this end, on 15 January 2021, the Board of Directors of Ascopiave S.p.A. formally adhered to the new Corporate Governance Code which, in Principle I, promotes "sustainable success". In 2021, the Ascopiave Group also established the Sustainability Committee with investigative, propositional and advisory functions in the parent company's assessments and decisions on environmental sustainability and the so-called "energy transition". In addition to the Sustainability Committee, the Board of Directors also relies on the support of the Control and Risk Committee in evaluations and decisions relating to the internal control and risk management system.
The Group's strategy aims to pursue sustainable success and is oriented towards the goal of stable value creation for shareholders, aware of the potentially significant impacts that the climate can have on customers, stakeholders and the business. Moreover, on the production and distribution process front, the constant effort to improve energy efficiency is bringing benefits in terms of less energy used for the same activity, resulting in lower costs and emissions. The 2022-2026 Strategic Plan, approved by the Board of Directors on 9 February 2023, confirms the strategic guidelines indicated in the strategic plans published in the previous two years, outlining a path of sustainable growth in the core
businesses of gas distribution and renewable energies and in new areas of activity. As part of the process of energy transition and business diversification, the Ascopiave Group aims, through growth based on the enhancement of the skills possessed, to identify one or more useful strategies to mitigate the negative effects of possible scenarios arising from climate change. Part of the planned investments in diversification in the renewable energy sector are destined for energy transition by focusing on gases defined as "green", as well as the development of new wind power plants.
Diversification within its business perimeter, besides making the Group more profitable and resilient to exogenous events, has pervasive effects on the Group's consciousness and responsibility. Growth in diversified areas can take place through the development of in-house expertise, investment in competitive processes, company acquisitions or, lastly, through the establishment of partnerships with experienced players. The phenomenon of climate change forces companies to promote innovation and find solutions to increase energy efficiency within their business. In this regard, Ascopiave has achieved appreciable results on the energy efficiency front, implementing organisational and technological solutions functional both to improving the quality and reliability of the service and to containing costs.
With particular reference to risks and opportunities related to climate change, the Ascopiave Group relies on the support of the internal board committees Sustainability Committee and Control and Risk Committee, and, starting from October 2022, on the figure of the Risk Manager. As will be specified in the following table of risks and opportunities, in line with the recommendations of the TCFD, risk management includes the following phases: identification and assessment of risks/opportunities, definition of the response, periodic review and continuity/improvement of controls.
As far as the metrics used by the Group are concerned, to date reference can be made to the chapter 'Energy management and emissions' in the previous year's annual financial report, where the indicators relating to energy consumption, atmospheric emissions, water use and waste production and management are described in detail. The metrics used for reporting the indicators follow the GRI Standards published by the Global Reporting Initiative.
The "Sustainable Development Goals" identified by Ascopiave through dialogue with Stakeholders are the elements on which the Group will base its sustainable growth path. The sustainability path undertaken by Ascopiave is inspired by the Sustainable Development Goals (SDGs) connected on the one hand to its own business activities (SDGs 6, 7, 8 and 9) and on the other to the impact and effects the Group has on the territories in which it operates (SDGs 11, 12 and 13). In this context, Ascopiave's strategy acknowledges the concept of assuming responsibility that the 2030 Agenda requires of every reality, not only for what it carries out at business level, but also as an activator of change with a view to creating sustainable systems both locally and globally.
In line with the recommendations of the TCFD, a preliminary analysis of general and specific risks-opportunities of the Group was carried out based on purely qualitative considerations. The identification of risks, and their attribution, could be difficult due to limited knowledge of climate-related issues and/or the tendency to focus mainly on short-term risks. Therefore, an initial macro distinction between physical and transitional risks has been made:
Seasonal influence on operations
The natural gas distribution business managed by the Ascopiave Group is not significantly affected by the seasons; in fact, it is less influenced by the thermal trend recorded during the year, except for some minor items. With the recent acquisitions made in the sector of electricity production from renewable sources, the Group is instead exposed to environmental factors that characterise the seasons, such as rainfall/dryness, solar radiation and windiness. The Group
is significantly exposed to the elements in relation to investments in associated companies, active in the sale of natural gas and electricity, which will be valued using the equity method. Gas consumption varies considerably on a seasonal basis, with greater demand in the winter period, in relation to higher consumption for heating use. Seasonality influences the trend of gas sales revenues and supply costs, while other operating costs are fixed and incurred by the Group in a homogeneous manner throughout the year. Therefore, the data and information, relative to these companies, contained in the interim financial statements do not allow for immediate representative indications of the overall trend for the year.
Pursuant to the provisions of Consob communication DEM 6064293 of 28 July 2006 and recommendation CESR/05-178b on alternative performance indicators, it should be noted that the Group considers other performance indicators useful for monitoring its business, in addition to the normal performance indicators established by the IAS/IFRS international accounting standards, which, although not specifically established by the aforementioned standards, are of particular relevance. In particular, the following indicators should be noted:
| Nine months | ||||
|---|---|---|---|---|
| NATURAL GAS DISTRIBUTION | 2023 | 2022 | Var. | Var. % |
| Ascopiave Group | ||||
| Number of Concessions | 304 | 306 | -2 | -0.7% |
| Length of distribution network (km) | 14,716 | 14,596 | 120 | 0.8% |
| Total active meters (no.) | 873,792 | 889,193 | -15,401 | -1.7% |
| Volumes of gas distributed (scm/mln) | 967.2 | 1,040.9 | -7.1% | |
| Nine months | ||||
| PRODUCTION OF ENERGY FROM RENEWABLES SOURCES | 2023 | 2022 | Var. | Var. % |
| Ascopiave Group | ||||
| Number of plants | 28 | 28 | 0 | 0.0% |
| Installed power (MW) | 62.5 | 62.5 | 0.0 | 0.0% |
| Volumes of electricity produced (GWh) | 102.3 | 61.1 | 41.2 | 67.4% |
Operating Performance - Key Operational Indicators
Below we comment on the performance of the main operating indicators of the Group's activities.
Please note that the value of each indicator is obtained by summing the values of the indicators of each consolidated company.
As regards gas distribution activities, during the first nine months of the year, the volumes supplied through the networks managed by the companies of the Group amounted to 967.2 million cubic metres, a decrease of 7.1% compared to the same period of the previous year. This decrease is mainly attributable to the continuation of relatively mild temperatures in the early months of the year.
As at 30 September 2023, the number of redelivery points (PDR) operated by Group companies was 873,792.
The 28 plants producing electricity from renewable energy sources, with a total installed capacity of 62.5 MW, produced 102.3 GWh during the first nine months of the year, showing an increase of 67.4% over the same period of the previous year. The volume of GWh produced, despite the improvement shown compared to the period under comparison, was significantly affected by the weather that characterised the period, and in particular by the persistent drought.
Operating Performance - The Group's Economic Results
| Nine months | |||||
|---|---|---|---|---|---|
| (Thousands of Euro) | 2023 | % of revenues | 2022 | % of revenues | |
| Revenues | 125,153 | 100.0% | 120,009 | 100.0% | |
| Total operating costs | 69,584 | (55.6%) | 66,444 | (55.4%) | |
| Gross operative margin | 55,569 | 44.4% | 53,566 | 44.6% | |
| Amortization and depreciation | 35,435 | (28.3%) | 33,367 | (27.8%) | |
| Provision for risks on credits | 296 | (0.2%) | 0 | 0.0% | |
| Operating result | 19,838 | 15.9% | 20,199 | 16.8% | |
| Financial income | 5,862 | 4.7% | 4,489 | 3.7% | |
| Financial charges | 9,857 | (7.9%) | 3,670 | (3.1%) | |
| Evaluation of subsidiary companies with the net equity method | 910 | 0.7% | 10,503 | 8.8% | |
| Earnings before tax | 16,753 | 13.4% | 31,521 | 26.3% | |
| Taxes for the period | (2,375) | (1.9%) | (7,090) | (5.9%) | |
| Result for the period | 14,378 | 11.5% | 24,431 | 20.4% | |
| Net result from transer/disposal of assets | 56 | 0.0% | 861 | 0.7% | |
| Net result for the period | 14,435 | 11.5% | 25,292 | 21.1% | |
| Group's Net Result | 12,881 | 10.3% | 25,482 | 21.2% | |
| Third parties Net Result | 1,554 | 1.2% | (190) | (0.2%) |
Pursuant to Consob Communication No. DEM/6064293 of 28 July 2006, it should be noted that the alternative performance indicators are defined in the 'Performance Indicators' section of this document.
In the first nine months of the financial year 2023, the group realised revenues of Euro 125,153 thousand, an increase of 4.3% compared to the same period of the previous year. The following table provides a breakdown of revenues.
| Nine months | |||||
|---|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | |||
| Revenues from gas transportation | 91,754 | 85,690 | |||
| Revenues from electricity sale | 137 | 351 | |||
| Revenues from connections | 702 | 599 | |||
| Revenues from distribution services | 3,348 | 3,324 | |||
| Revenues from services supplied to Group companies | 2,984 | 11,728 | |||
| Revenues from ARERA contributions | 11,885 | 6,775 | |||
| Revenues from hydro-electric plants | 11,756 | 8,018 | |||
| Other revenues | 2,587 | 3,524 | |||
| Revenues | 125,153 | 120,009 |
Tariff revenues on gas distribution activity (which go from Euro 84,494 thousands to Euro 90,540 thousands) show a positive change equal to Euro 6,046 thousands compared to the first nine months of the previous financial year. The change is mainly explained by the enlargement of the consolidation perimeter, which determined the inscription of the revenues achieved by the companies acquired on 1 April 2022 for Euro 3,462 thousand.
The differential between tariff revenues and the item "gas transportation revenues" highlighted in the table (as of 30 September 2023 equal to 1,214 thousand and as of 30 September 2022 equal to 1,197 thousand) is explained by the revenues recognised due to the chargeback of concession fees related to Art. 46-bis. It should be noted that these revenues contribute to the formation of the other cost and revenue items described in the following disclosure.
At the end of the first nine months of the year, revenues from wind-hydroelectric power plants amounted to Euro 11,756 thousand and showed an increase of Euro 3,738 thousand compared to the same period of the previous year. The increase is mainly explained by the greater quantities of energy produced in the period. Despite the increase in production, it should be noted that both periods under comparison were significantly affected by the persistent drought.
Revenues from energy efficiency certificates (which go from Euro 6,775 thousands to Euro 11,885 thousands) show a positive variation equal to Euro 5,111 thousands compared to the first nine months of the previous financial year. The change is mainly explained by the inscription of the contributions accrued by the subsidiary AP Reti Gas Nord Est S.r.l. and by the increase of the energy saving goals expected for the financial year 2023.
Operating profit for the first nine months of 2023 amounted to Euro 19,838 thousand, a decrease of Euro 361 thousand (-2%) compared to the same period of the previous year.
The reduction in the operating result is due to the following factors:
The negative change in other cost and revenue items, amounting to Euro 6,929,000, was due to
Consolidated net profit for the first nine months of 2023 amounted to Euro 14,435 thousand, a decrease of Euro 10,857 thousand (-43%) compared to the same period of the previous year.
The change in profit is due to the following factors:
The tax rate, calculated by normalising the pre-tax result of the consolidation effects of the consolidated company using the equity method, of dividends received from investee companies, of the capital gain realised as part of the rationalisation of gas distribution concessions and of the related tax effects, rose from 33.4% in the first nine months of 2022 to the current 33.7%.
Operating Performance - The Financial Situation
The following table shows the composition of net financial debt as required by Consob Communication No. DEM/6064293 of 28 July 2006. The table and disclosures shown have been adjusted to reflect the updates reported in ESMA document 32-382-1138 of 4 March 2021:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 | |
|---|---|---|---|
| A | Cash and cash equivalents | 19,349 | 76,917 |
| B | Equivalent to cash ad cash equivalents | 0 | 0 |
| C | Other current financial assets | 4,863 | 6,493 |
| - of which relatied parties | 0 | 0 | |
| D | Liquid assets (A) + (B) + (C) | 24,212 | 83,410 |
| E | Current financial liabilities (including debt instruments, but excluding the | ||
| current portion of non-current financial debt) | (188,198) | (98,917) | |
| - of which relatied parties | 0 | 0 | |
| - of which debt instruments current part | 0 | 0 | |
| F | Current portion of non-current financial debt | (118,601) | (119,280) |
| - of which relatied parties | 0 | 0 | |
| G | Current financial indebtedness (E) + (F) | (306,798) | (218,196) |
| H | Net current financial indebtedness (D) + (G) | (282,586) | (134,787) |
| I | Non-current financial debt (excluding the current portion and debt | ||
| instruments) | (246,161) | (279,939) | |
| J | Debt instruments | 0 | 0 |
| K | Trade payables and other non current payables | 0 | 0 |
| L | Non-current financial indebtedness (I) + (J) + (K) | (246,161) | (279,939) |
| M | Net financial indebtedness (H) + (L) | (528,748) | (414,726) |
Pursuant to Consob Resolution No. 15519 of 27 July 2006, the effects of transactions with related parties are highlighted in the special schedule in the section 'Transactions with Related Parties' of this interim report.
Net financial debt increased from Euro 414,726 thousand at 31 December 2022 to Euro 528,748 thousand at 30 September 2023, an increase of Euro 114,022 thousand.
The net financial position monitored by the Group, which also includes non-current financial receivables, increased by Euro 113,994 thousand, from Euro 411,857 thousand at 31 December 2022 to Euro 525,851 thousand at 30 September 2023.
The table below shows the reconciliation between the ESMA net financial position and the Group's monitored financial position:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| ESMA Net financial position | (528,748) | (414,726) |
| Non current financial assets | 2,896 | 2,868 |
| Net financial position monitored by the Group | (525,851) | (411,857) |
Some data on the Group's cash flows are presented below:
| Nine months | ||
|---|---|---|
| (Thousands of Euro) | 2023 | 2022* |
| Net Income | 14,435 | 25,292 |
| Capital gains | (4,046) | 0 |
| Gains on shareholdings | (4,228) | (4,307) |
| Other changes in the income statement that do not generate cash flows | (286) | 9,682 |
| Evaluation of subsidiary companies with the net equity method | (910) | (10,503) |
| Depreciations and amortizations | 35,731 | 33,367 |
| (a) Self financing | 40,696 | 53,531 |
| (b) Adiustments to reconcile net profit of changes in financial position generated by operating activities |
(88,168) | (20,665) |
| (c) Change in financial position generated by operating activities = (a) + (b) | (47,472) | 32,866 |
| (d) Change in financial position generated by investing activities | (62,275) (155,163) | |
| (e) Other financial position changes | (4,246) | (49,592) |
| Net financial position changes = (c) + (d) + (e) | (113,994) (171,889) |
* Having changed the presentation structure of financial flows from 30.09.2023 for comparability purposes, the comparative data have been restated
The cash flow absorbed by operations (c), in the amount of Euro 47,472 thousand, was determined by self-financing in the amount of Euro 40,696 thousand and other negative financial changes in the amount of Euro 88,168 thousand, related to net working capital management.
The management of net working capital, which committed financial resources in the amount of Euro 88,168 thousand, was influenced by the change in net operating working capital, which absorbed financial resources in the amount of Euro 72,496 thousand, by the positive change in the position with the tax authorities for the accrual of IRES and IRAP taxes in the amount of Euro 697 thousand, and by the negative change in the VAT position in the amount of Euro 23,612 thousand.
The following table shows the changes in net working capital in the first nine months:
| Nine months | ||
|---|---|---|
| (Thousands of Euro) | 2023 | 2022* |
| Inventones | (5,855) | (6,114) |
| Trade receivables and payables | (116,482) | 5,781 |
| Operating receivables and payables | 49,841 | (22,184) |
| Write-down of fixed assets and losses | 2,288 | 1,157 |
| Severance pay and other funds | 207 | (1,138) |
| Change in equity investments in subsidiaries companies | 2,162 | |
| Current taxes | 2,375 | 7,090 |
| Taxes paid | (92) | (5,280) |
| Tax receivables and payables | (22,612) | 22 |
| Change in net working capital | (88,168) | (20,665) |
* Having changed the presentation structure of financial flows from 30.09.2023 for comparability purposes, the comparative data have been restated
The investment activity has generated a cash requirement of Euro 62,275 thousand, and has interested investments in intangible and tangible assets, mainly for interventions and development of infrastructures suitable for the distribution of natural gas and for the development of plants in the renewable energy sector (wind and photovoltaic), for a total of Euro 53,539 thousand and investments in shareholdings for Euro 38,477 thousand. With the completion of the rationalisation of natural gas distribution concessions carried out with the Iren Group, tangible and intangible fixed assets were sold for a total of Euro 21,036 thousand. Furthermore, the redemption value of the plants acquired by the sub-entering operator for the termination of some gas distribution concessions was realised for a total of Euro 8,704,000. Other changes in the Net Financial Position, equal to Euro 4,246 thousand, are mainly represented by dividends for a total of Euro 5,838 thousand, determined by the balance between dividends distributed (Euro -29,063 thousand) and dividends collected from affiliated companies (Euro +23,225 thousand). The enlargement of the consolidation perimeter to include the company Asco TLC S.p.A. determined the decrease in the Group's Net Financial Position for Euro 1,592 thousand.
The following table shows the other changes in the financial position that occurred in the first nine months:
| Nine months | |||
|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022* | |
| Dividends distributed to Ascopiave S.p.A. shareholders' | (28,172) | (35,757) | |
| Dividends distributed to third party shareholders | (890) | 0 | |
| Dividends collected from investee companies | 23,225 | 25,276 | |
| Enlargement of the consolidation perimeter | 1,592 | (39,111) | |
| Other changes in financial position | (4,246) | (49,592) | |
* Having changed the presentation structure of financial flows from 30.09.2023 for comparability purposes, the comparative data have been restated
Operating Performance - Investments
During the first nine months of the financial year, the group realised investments in intangible and tangible fixed assets for Euro 55,264 thousand, an increase of Euro 13,899 thousand compared to the same period of the previous financial year. The increase is mainly explained by the investments made during the first nine months by companies active in the renewable energy sector (+Euro 10,321 thousand).
The investments made in infrastructures for the distribution of natural gas amounted to Euro 39,777 thousand at the end of the period. They relate to the installation and maintenance of the natural gas distribution network and plants for Euro 17,759 thousand, to the realisation of connections to the same for Euro 11,859 thousand and to the installation of measuring equipment for Euro 10,159 thousand.
Investments in renewable energy amounted to Euro 14,448,000 and related to the construction, not yet completed, of a wind farm, the construction of photovoltaic plants, and the purchase of land by the company Green Factory.
Other investments amounted to Euro 1,039,000 and mainly related to the purchase of hardware and software licences for Euro 390,000, the purchase of company vehicles for Euro 274,000, and improvements and/or extraordinary maintenance of company premises for Euro 233,000.
| Nine months | ||||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | ||||
| Connecting a gas users | 11,859 | 9,975 | ||||
| Expansions, reclamations and network upgrades | 16,171 | 15,419 | ||||
| Flowmeters | 10,159 | 8,096 | ||||
| Maintenance | 1,588 | 1,953 | ||||
| Raw material (gas) investments | 39,777 | 35,443 | ||||
| Hydroelectric energy production plants | 270 | 60 | ||||
| Wind farms | 5,098 | 4,068 | ||||
| Solar energy production plants | 2,160 | 0 | ||||
| Other green energy plants | 6,920 | 0 | ||||
| Investments in renewable energies | 14,448 | 4,127 | ||||
| Land and buildings | 233 | 89 | ||||
| Industrial and commercial equipment | 132 | 93 | ||||
| Forniture | 3 | 5 | ||||
| Vehicles | 274 | 164 | ||||
| Hardware e Software | 390 | 1,444 | ||||
| Other assets | 7 | 0 | ||||
| Other investments | 1,039 | 1,796 | ||||
| Investments | 55,264 | 41,366 |
Financial Statements of the Interim Report
to 30 September 2023
| (Thousands of Euro) | 30.09.2023 31.12.2022 | ||
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | (1) | 61,727 | 61,346 |
| Other intangible assets | (2) | 697,734 | 698,397 |
| Tangible assets | (3) | 147,286 | 138,432 |
| Shareholdings in controlled companies | (4) | 328,769 | 358,029 |
| Shareholdings in other companies | (4) | 78,257 | 78,257 |
| Other non-current assets | (5) | 3,694 | 4,625 |
| Non current financial assets | (6) | 2,896 | 2,868 |
| Advance tax receivables | (7) | 39,929 | 39,252 |
| Non-current assets | 1,360,293 | 1,381,206 | |
| Current assets | |||
| Inventories | (8) | 13,191 | 7,336 |
| Trade receivables | (9) | 23,859 | 20,104 |
| Other current assets | (10) | 102,333 | 133,880 |
| Current financial assets | (11) | 963 | 820 |
| Tax receivables | (12) | 6,869 | 4,100 |
| Cash and cash equivalents | (13) | 19,349 | 76,917 |
| Current assets from derivative financial instruments | (14) | 5,110 | 6,661 |
| Current assets | 171,675 | 249,818 | |
| Non-current assets disposal of assets | (39) | 30,011 | 16,592 |
| ASSETS | 1,561,979 | 1,647,616 | |
| Net equity and liabilities | |||
| Total Net equity | |||
| Share capital | 234,412 | 234,412 | |
| Own shares | (55,423) | (55,423) | |
| Reserves | 648,566 | 687,291 | |
| Net equity of the Group | (15) | 827,554 | 866,280 |
| Net equity of Others | (15) | 22,500 | 20,123 |
| Total Net equity | (15) | 850,054 | 886,403 |
| Non-current liabilities | |||
| Provisions for risks and charges | (16) | 1,287 | 996 |
| Severance indemnity | (17) | 4,926 | 5,011 |
| Outstanding medium- and long-term bonds | (18) | 86,172 | 94,033 |
| Medium- and long-term bank loans | (19) | 152,942 | 178,538 |
| Other non-current liabilities | (20) | 38,875 | 37,458 |
| Non-current financial liabilities | (21) | 7,048 | 7,368 |
| Deferred tax payables | (22) | 18,513 | 19,608 |
| Non-current liabilities | 309,763 | 343,012 | |
| Current liabilities | |||
| Outstanding short-term bonds | (23) | 7,575 | 0 |
| Payables due to banks and financing institutions | (24) | 295,301 | 183,285 |
| Trade payables | (25) | 67,753 | 180,195 |
| Tax payables | (26) | 2,103 | 1,336 |
| Other current liabilities | (27) | 22,869 | 17,507 |
| Current financial liabilities | (28) | 3,922 | 34,911 |
| Current liabilities from derivative financial instruments | (29) | 16 | 164 |
| Current liabilities | 399,540 | 417,398 | |
| Liabilities held for sale | (39) | 2,622 | 803 |
| Liabilities | 711,925 | 761,213 | |
| Net equity and liabilities | 1,561,979 | 1,647,616 |
Pursuant to Consob Resolution No. 15519 of 27 July 2006, the effects of transactions with related parties are highlighted in the special schedule in the section 'Transactions with Related Parties' of this interim report.
| Nine months | |||
|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | |
| Revenues | (30) | 125,153 | 120,009 |
| Total operating income and costs | 69,881 | 66,444 | |
| Purchase costs for other raw materials | (31) | 1,234 | 1,659 |
| Costs for services | (32) | 36,840 | 37,617 |
| Costs for personnel | (33) | 16,207 | 14,834 |
| Other management costs | (34) | 19,870 | 12,488 |
| Other income | (35) | 4,269 | 155 |
| Amortization and depreciation | (36) | 35,435 | 33,367 |
| Operating result | 19,838 | 20,199 | |
| Financial income | (37) | 5,862 | 4,489 |
| Financial charges | (37) | 9,857 | 3,670 |
| Evaluation of subsidiary companies with the net equity method | (37) | 910 | 10,503 |
| Earnings before tax | 16,753 | 31,521 | |
| Taxes for the period | (38) | (2,375) | (7,090) |
| Result for the period | 14,378 | 24,431 | |
| Net result from transer / disposal assets | (39) | 56 | 861 |
| Net result for the period | 14,435 | 25,292 | |
| Group's Net Result | (12,881) | 25,482 | |
| Third parties Net Result | (1,554) | (190) | |
| 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 | (3,190) | 3,458 | |
| - Fair value of derivatives relating to associated companies, | |||
| changes in the period net of tax | (11,082) | 39,961 | |
| 2. Components that can not be reclassified to the income statement | |||
| - Actuarial (losses)/gains from remeasurement on defined-benefit | |||
| obligations net of tax | (117) | 410 | |
| - Fair value valuation of investment in other companies | |||
| Total comprehensive income | 45 | 69,121 | |
| Group's overall net result | (1,510) | 69,714 | |
| Third parties' overall net result | 1,556 | (593) | |
| Base income per share | 0.059 | 0.118 | |
| Diluted net income per share | 0.059 | 0.118 |
Pursuant to Consob Resolution No. 15519 of 27 July 2006, the effects of transactions with related parties are highlighted in the special schedule in the section 'Transactions with Related Parties' of this interim report.
| Reserves | Net result | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Legal reserve |
Own shares | IAS 19 actuarial differences |
Other reserves |
Profits carried forward |
Net result for the period |
Group's net equity |
and net equity of others |
Total net equity |
|
| Balance as of 1st January 2023 | 234,412 | 46,882 | (55,424) | (162) | 454,997 | 152,910 | 32,664 | 866,280 | 20,123 | 886,403 |
| Result for the period | 12,881 | 12,881 | 1,554 | 14,435 | ||||||
| Other operations | (3,189) | (3,189) | (1) | (3,190) | ||||||
| Fair value of derivatives relating to associated companies | (11,082) | (11,082) | (11,082) | |||||||
| Severance indemnity IAS 19 discounting of the period | (120) | (120) | 3 | (117) | ||||||
| Total result of overall income statement | (120) | (14,271) | (0) | 12,881 | (1,510) | 1,556 | 45 | |||
| Allocation of 2022 result | 32,664 | (32,664) | (0) | (0) | ||||||
| Dividends distributed to Ascopiave S.p.A. shareholders | (28,172) | (28,172) | (28,172) | |||||||
| Dividends distributed to third party shareholders | (0) | (890) | (890) | |||||||
| Other movements | (71) | (71) | 1 | (70) | ||||||
| Change in equity investments in subsidiaries companies | (8,974) | (8,974) | 1,710 | (7,263) | ||||||
| Balance as of 30th September 2023 | 234,412 | 46,882 | (55,424) | (282) | 403,509 | 185,574 | 12,881 | 827,554 | 22,500 | 850,054 |
| Reserves | Profits | Net result | Net result | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Legal | Own shares | IAS 19 | Other | carried | for the | Group's net | and net | Total net | |
| reserve | actuarial | reserves | forward | period | equity | equity of | equity | |||
| differences | others | |||||||||
| Balance as of 1st January 2022 | 234,412 | 46,882 | (55,424) | (443) | 436,955 | 160,836 | 45,326 | 868,544 | (39) | 868,505 |
| Result for the period | 25,482 | 25,482 | (190) | 25,292 | ||||||
| Fair value of derivates | 3,861 | 3,861 | (403) | 3,458 | ||||||
| Fair value of derivates relating to associated companies | 39,961 | 39,961 | 39,961 | |||||||
| Severance indemnity IAS 19 disconting of the period | 410 | 410 | (0) | 410 | ||||||
| Total result of overall income statement | 410 | 43,822 | (0) | 25,482 | 69,714 | (593) | 69,121 | |||
| Allocation of 2021 result | 17,495 | 27,831 | (45,326) | (0) | (0) | |||||
| Dividends distributed to Ascopiave S.p.A. shareholders | (35,757) | (35,757) | (35,757) | |||||||
| Change in equity investments in associated companies | (0) | 42,399 | 42,399 | |||||||
| Other movements | (2,188) | (2,188) | (0) | (2,188) | ||||||
| Balance as of 30th September 2022 | 234,412 | 46,882 | (55,424) | (34) | 496,084 | 152,910 | 25,482 | 900,312 | 41,767 | 942,079 |
| Nine months | |||
|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | |
| Total comprehensive income | (1,510) | 69,714 | |
| Cash flows generated (used) by operating activities | |||
| Adjustments to reconcile net income to net cash | |||
| Third-parties operating result | (15) | 1,556 | (593) |
| Fair value of derivatives relatingto associated companies, changes in the period net of tax | (15) | 11,082 | (39,961) |
| Changes in HA reserves for MTM derivatives | (15) | 3,190 | (3,458) |
| Variations in severance indemnity reserves | (15) | 117 | (410) |
| Amortization | (36) | 35,435 | 33,367 |
| Bad debt provisions | (35) | 296 | 0 |
| Depreciation of fixed assets | (35) | 2,288 | 1,157 |
| Variations in severance indemnity | (17) | (84) | (590) |
| Current assets / liabilities on financial instruments | (14 ; 29) | (1,788) | (3,721) |
| Net variation of other funds | (16) | 291 | (548) |
| Evaluation of subsidiaries with the net equity method | (37) | (910) | (10,503) |
| Loss / (Gains) on disposal of fixed assets | (35) | (3,154) | 0 |
| Gains on disposal of investments | (35) | (892) | 0 |
| Income from shareholdingss | (37) | (4,228) | (4,307) |
| Other changes in the income statement that do not generate cash flows | (286) | 9,682 | |
| Interests paid | (9,543) | (2,347) | |
| Taxes paid | (92) | (5,280) | |
| Interest expense for the period | (37) | 9,857 | 3,641 |
| Taxes for the period | (38) | 2,375 | 7,090 |
| Total adjustments | 45,510 | (16,781) | |
| Variations in assets and liabilities | |||
| Inventories | (8) | (5,855) | (6,114) |
| Accounts payable | (9) | (4,070) | (3,343) |
| Other current assets | (10) | 31,547 | (12,620) |
| Trade payables | (25) | (112,412) | 9,124 |
| Other current liabilities | (27) | (3,973) | (16,652) |
| Other non-current assets | (5) | 931 | 2,542 |
| Other non-current liabilities | (20) | 1,418 | 1,816 |
| Operating flows from discontinued assets / liabilities | (39) | (4) | (0) |
| Total adjustments and variations | (92,420) | (25,247) | |
| Cash flows generated (used) by operating activities | (48,420) | 27,686 | |
| Cash flows generated (used) by investments Investments in intangible assets |
(2) | (38,133) | (39,205) |
| Realisable value of intangible assets | (2) | 9,412 | 0 |
| Investments in tangible assets | (3) | (15,406) | (6,033) |
| Realisable value of tangible assets | (3) | 64 | 0 |
| Acquisitions in shareholdings and advances | (4) | (38,053) | (101,411) |
| Disposal in shareholdings and advances | (4) | 21,036 | 0 |
| Dividends collected from subsidiaries companies | (4) | 23,225 | 25,276 |
| Payments in cash by minorities in subsidiaries | (4) | 2,162 | 0 |
| Investment flows from discontinued assets / liabilities | (39) | (772) | 0 |
| Cash flows generated/(used) by investments | (36,465) | (121,373) | |
| Cash flows generated (used) by financial activities | |||
| Changes in non-current financial liabilities | (6 ; 21) | (641) | 0 |
| Net changes in short-term bank borrowings | (24) | (50,803) | (103,552) |
| Ignitions medium- and long-term bonds | (18) | 0 | 69,892 |
| Net variation in current financial assets and liabilities | (11 ; 28) | (29,490) | (7,850) |
| Ignitions loans and mortgages | (19) | 585,522 | 528,000 |
| Redemptions loans and mortgages | (19) | (448,300) | (384,120) |
| Dividends distributed to Ascopiave S.p.A. shareholders' | (15) | (28,172) | (35,757) |
| Dividends distributed to third party shareholders | (15) | (890) | 0 |
| Cash flows from discontinued assets / liabilities | (39) | 90 | 0 |
| Cash flows generated (used) by financial activities | 27,316 | 66,613 | |
| Variations in cash | (57,568) | (27,075) | |
| Cash and cash equivalents at the beginning of the period | 76,917 | 42,539 | |
| Cash and cash equivalents at the end of the period | 19,349 | 15,465 |
Pursuant to Consob Resolution No. 15519 of 27 July 2006, the effects of transactions with related parties are highlighted in the special schedule in the section 'Transactions with Related Parties' of this interim report.
Ascopiave S.p.A. (hereinafter referred to as 'Ascopiave', the 'Company' or the 'Parent Company' and, together 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 incorporated and domiciled in Italy.
As of 30 September 2023, the Company's share capital, equal to Euro 234,411,575, was held for the majority by Asco Holding S.p.A., the remainder was distributed among other private shareholders. Ascopiave S.p.A. has been listed since December 2006 on the Mercato Telematico Azionario - STAR Segment - organised and managed by Borsa Italiana S.p.A.. The Company's registered office is in Pieve di Soligo (TV), Via Verizzo, 1030.
The publication of the Ascopiave Group's interim report as at 30 September 2023 was authorised by resolution of the Board of Directors on 9 November 2023.
The Ascopiave Group operates mainly in the natural gas distribution sector, as well as in other sectors related to its core business, such as heat management and cogeneration.
Currently, the Group holds concessions and direct assignments for the management of gas distribution in 304 Towns (306 as of 31 December 2022), operating a distribution network that stretches over 14,715 kilometres (14,580 kilometres as of 31 December 2022) and providing service to a catchment area of over one million inhabitants.
The Ascopiave Group holds 40% of the share capital of EstEnergy S.p.A., a company that sells natural gas and electric energy, and 18% of the share capital of Cogeide S.p.A. in the field of water services in the Lombardy region.
The Group also operates in the renewable energy sector, in particular, in the hydroelectric, wind and photovoltaic sectors. Currently, the Group operates 28 power generation plants from renewable sources with a total installed capacity of 62.5 MW.
The Ascopiave Group's economic-financial results are prepared in accordance with IFRS, meaning all "International Financial Reporting Standards", all "International Accounting Standards" (IAS), all interpretations of the "International Financial Reporting Committee" (IFRIC), formerly known as the "Standing Interpretations Committee" (SIC) that, as of the closing date of the interim report as of 30 September 2023, have been endorsed by the European Union in accordance with the procedure set forth in Regulation (EC) no. 1606/2002 by the European Parliament and the European Council of 19 July 2002.
In preparing this interim report, the same accounting principles were applied as in the preparation of the consolidated financial statements as at 31 December 2022.
This interim report is prepared in Euro, the currency of the economy in which the Group operates, and consists of the consolidated statement of financial position, the consolidated statement of comprehensive income, the statement of changes in consolidated shareholders' equity, the consolidated cash flow statement and the notes to the financial statements. All amounts reported in these statements and in the notes are expressed in thousands of euros, unless otherwise indicated.
The values used for consolidation are taken from the financial statements prepared by the Directors of the individual subsidiaries. These figures have been appropriately modified and reclassified, where necessary, to bring them into line with international accounting standards and the uniform classification benchmarks within the Group. This interim report for the nine months ended 30 September 2023 was approved by the Company's Board of Directors on 9 November 2023.
With regard to the presentation of the financial statements, the 'current/non-current' distinction has been adopted for the consolidated statement of financial position, and the scalar format with the classification of costs by nature has been adopted for the consolidated statement of comprehensive income.
The statement of changes in equity items adopted presents the opening and closing balances of each equity item by reconciling them through profit or loss for the year, any transactions with shareholders and other changes in equity. The Statement of Cash Flows is defined according to the 'indirect' method, adjusting the profit for the year for nonmonetary items. It is considered that these statements adequately represent the economic and financial situation.
The preparation of the condensed consolidated financial statements for the first nine months of the financial year 2023 requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, other comprehensive income and the disclosure of contingent assets and liabilities at the date of the interim financial statements.
If in the future these estimates and assumptions, which are based on management's best judgement, should differ from the actual circumstances, they would be adjusted appropriately in the period in which the circumstances arise. For a more extensive description of the valuation processes most relevant to the Group, please refer to the section "Use of Estimates" in the Consolidated Financial Statements as at 31 December 2022.
Furthermore, it should be noted that certain valuation processes, particularly the more complex ones such as the determination of any impairment of non-current assets, are generally only carried out in full during the preparation of the annual financial statements, when all the information that may be necessary is available, except in cases where there are impairment indicators that require an immediate assessment of any impairment.
Income taxes are recognised on the basis of the best estimate of the effective tax rate expected for the entire year by each company included in the scope of consolidation.
Completed the closing of the rationalisation of gas distribution concessions between Ascopiave and Iren
On 31 January 2023, Ascopiave and Iren finalised the transaction for the rationalisation of certain assets within the natural gas distribution service (see press release of 25 November 2022), following the fulfilment of the contractual conditions precedent.
In particular, the operation provided for:
Overall, the asset rationalisation transaction entailed the recognition of a monetary adjustment of Euro 3.6 million in favour of the Ascopiave Group based on the different expected profitability. The transaction highlights the desire of the two companies to rationalise their gas distribution concessions by pursuing their strategic plan based on the territorial continuity of the assets.
On 14 March 2023, Ascopiave S.p.A. and the Hera Group, through its subsidiary Acantho, finalised the acquisition of 92% of the shares of Asco TLC, with 55.2% and 36.8% respectively.
The closing follows the award at the end of November 2022 of the public tender procedure called by Asco Holding for the sale of 92% of the shares of Asco TLC, held by Asco Holding itself and by the Treviso-Belluno C.C.I.A., and the subsequent signing on 29 December 2022 of the related contractual documentation between the Hera Group and the Ascopiave Group. The acquisition price, settled in cash, is Euro37.2 million.
Asco TLC, a company that has been active since 2001 in the provision of ICT services mainly to corporate customers and public administrations, has a significant proprietary territorial network, located in the Veneto and Friuli-Venezia Giulia regions for more than 2,200 km of fibre optic backbones, 56 radio links and 24 xDSL exchanges in unbundling, and provides its services to more than 2,700 customers.
On 27 September 2023, the deed of merger of Asco TLC by the Group's subsidiary Hera and Ascopiave was signed. The merger took effect on 1 October 2023 with retroactive accounting and tax effects from 1 January 2023.
On 14 April 2023, the Shareholders' Meeting of the subsidiary Morina S.r.l. resolved to cover the losses accrued during the financial year 2022 and the first quarter of 2023. The coverage of the losses required the use of the company's entire shareholders' equity as well as the payment by the shareholders of the remaining portion. The shareholders' meeting also resolved to reconstitute the share capital by subscription of the Shareholders in proportion to their shareholding.
The majority shareholder Asco Renewables S.p.A., a company of the Ascopiave Group, also offered to underwrite the shares of shareholders who were not interested.
On 17 May, after the term established by the Shareholders' Meeting had expired and there were no subscriptions by the other entitled Shareholders, Asco Renewables S.p.A. took over the subscription of the remaining shares, becoming the sole Shareholder of Morina S.r.l..
During the month of July, the Ascopiave Group acquired a company branch, concerning a natural gas distribution network in the province of Pavia, from Retragas. This acquisition, already planned as part of the broader transaction involving Romeo Gas, took place following the transformation of the same infrastructure from a transportation network to a natural gas distribution network.
The interim report for the nine months ended 30 September 2023 includes the financial statements of all subsidiaries. The Group controls an entity when the Group is exposed, or has the right, to the variability of results from that entity and has the ability to influence those results through the exercise of power over the entity. The financial statements of subsidiaries are included in the consolidated report from the date control is assumed until such control ceases to exist. Costs incurred in the acquisition process are expensed in the period in which they are incurred. The assets and liabilities, expenses and income of companies consolidated on a line-by-line basis are recognised in full in the consolidated financial statements; the carrying amount of equity investments is eliminated against the shareholders' equity of the investee companies. Receivables and payables, as well as costs and revenues arising from transactions between companies included in the scope of consolidation, are fully eliminated; capital losses and gains arising from transfers of fixed assets between consolidated companies, losses and gains arising from transactions between consolidated companies relating to the sale of assets that remain as inventories with the acquiring company, write-downs and reversals of write-downs of investments in consolidated companies, and intragroup dividends are also eliminated.
At the date control is acquired, the equity of the investee companies is determined by assigning their current value to the individual assets and liabilities. Any positive difference between the acquisition cost and the fair value of the net assets acquired is recorded under the asset item 'Goodwill'; if negative, it is recognised in the income statement.
The portions of shareholders' equity and profit attributable to non-controlling interests are recognised in the appropriate items of shareholders' equity and the income statement. In the case of non-controlling interests, the portion of shareholders' equity attributable to non-controlling interests is determined on the basis of the current values attributed to the assets and liabilities at the date control is assumed, excluding any goodwill attributable to them (the partial goodwill method). In relation to this, non-controlling interests are expressed at their full fair value, thus including any goodwill attributable to them. The method of determining goodwill is applied selectively for each business combination. In the case of equity interests acquired subsequent to the acquisition of control (acquisition of minority interests), any positive difference between the acquisition cost and the corresponding portion of net assets acquired is recognised in equity; similarly, the effects of the sale of minority interests without loss of control are recognised in equity. If the acquisition value of the investments is higher than the pro-rata value of the investee's equity, the positive difference is allocated, where possible, to the net assets acquired on the basis of their fair value, while the remainder is recognised in an asset item called 'Goodwill'.
The value of goodwill is not amortised but is subject, at least annually, to impairment testing and adjustment when events or changes in circumstances indicate that the carrying value cannot be realised. Goodwill is recognised at cost less impairment losses. If the carrying value of investments is less than the pro-rata value of the investees' equity, the negative difference is credited to the income statement. Acquisition costs are expensed in the income statement.
Associated companies are those over which significant influence is exercised, which is presumed to exist when the shareholding is between 20% and 50% of the voting rights or, if lower, there is evidence of significant influence. Investments in associates are initially recognised at cost and subsequently valued using the equity method. The carrying value of these investments is aligned with shareholders' equity and includes the recognition of the higher values attributed to assets and liabilities and any goodwill identified at the time of acquisition. Unrealised gains and losses generated on transactions between the Parent Company/Subsidiaries and the investee company accounted for under the equity method are eliminated in accordance with the value of the Group's interest in the investee company; unrealised losses are eliminated, except where they represent impairment.
The financial statements of the Subsidiaries used to prepare the Annual Financial Report are those approved by their respective Boards of Directors. The figures of the companies consolidated on a line-by-line basis or using the equity method are adjusted, where necessary, to homogenise 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 scope of consolidation as at 30 September 2023 and consolidated on a line-by-line basis or using the equity method are as follows:
| 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% | 0.00% |
| AP Reti Gas Rovigo S.r.l. | Rovigo (RO) | 7,000,000 | 100.00% | 100.00% | 0.00% |
| Edigas Esercizio Distribuzione Gas S.p.A. | Pieve di Soligo (TV) | 3,000,000 | 100.00% | 100.00% | 0.00% |
| Asco Energy S.p.A. | Pieve di Soligo (TV) | 1,000,000 | 100.00% | 100.00% | 0.00% |
| AP Reti Gas Vicenza S.p.A. | Pieve di Soligo (TV) | 10,000,000 | 100.00% | 100.00% | 0.00% |
| AP Reti Gas Nord Est S.r.l. | Padova (PD) | 15,000,000 | 100.00% | 100.00% | 0.00% |
| Cart Acqua S.r.l. | Nembro (BG) | 50,000 | 100.00% | 100.00% | 0.00% |
| Romeo Gas S.p.A. | Pieve di Soligo (TV) | 39,593,746 | 100.00% | 100.00% | 0.00% |
| Serenissima Gas S.p.A. | (3) Pieve di Soligo (TV) | 9,250,000 | 78.44% | 0.00% | 78.44% |
| Asco TLC S.p.A. | Pieve di Soligo (TV) | 3,912,177 | 55.20% | 55.20% | 0.00% |
| Asco EG S.p.A. | Pieve di Soligo (TV) | 57,000,000 | 84.17% | 84.17% | 0.00% |
| Asco Renewables S.p.A. | Pieve di Soligo (TV) | 100,000 | 100.00% | 100.00% | 0.00% |
| Salinella Eolico S.r.l. | (1) Pieve di Soligo (TV) | 10,000 | 60.00% | 0.00% | 60.00% |
| Green Factory S.r.l. | (1) Pieve di Soligo (TV) | 10,000 | 90.00% | 0.00% | 90.00% |
| Sangineto Energie S.r.l. | (1) Gavardo (BS) | 20,000 | 100.00% | 0.00% | 100.00% |
| Morina S.r.l. | (1) Pezzaze (BS) | 10,000 | 100.00% | 0.00% | 100.00% |
| Eosforo S.r.l. | (1) Gavardo (BS) | 95,000 | 100.00% | 0.00% | 100.00% |
| Affiliated Companies | |||||
| Estenergy S.p.A. | Trieste (TS) | 299,925,761 | 40.00% | 40.00% | 0.00% |
| Cogeide S.p.A. | (2) Mozzanica (BG) | 16,945,026 | 18.33% | 0.00% | 18.33% |
(1) Equity investments through Asco Renewables S.p.A.
(2) Shareholdings through Cart Acqua S.r.l.
(3) Equity investments through Romeo Gas S.p.A.
On 31 January 2023, Ascopiave and Iren finalised the transaction to rationalise certain assets within the natural gas distribution service; the transaction provided for:
On 14 March 2023, the Hera Group, through its subsidiary Acantho, and the Ascopiave Group finalised, at the headquarters of Asco Holding in Pieve di Soligo (TV), the acquisition of 92% of the shares of Asco TLC, with 36.8% and 55.2% stakes respectively. Asco TLC, a company active since 2001 in the provision of ICT services mainly to corporate customers and public administrations, has a significant proprietary territorial network, located in Veneto and Friuli-Venezia Giulia for over 2,200 km of fibre optic backbones, 56 radio links and 24 xDSL exchanges in unbundling, and provides its services to over 2,700 customers.
On 27 September 2023, the deed of merger of Asco TLC into Acantho S.p.A., a subsidiary of the Hera Group, was signed. The merger took effect on 1 October 2023 with retroactive accounting and tax effects from 1 January 2023.
As of 30 September 2023, the Group has therefore only consolidated the Company's balance sheet data by classifying them as assets/liabilities held for sale.
| Revenues from | Net financial | Reference | |||
|---|---|---|---|---|---|
| Description | sales and service | Net result | Net equity | position | accounting |
| supply | (liquid assets) | principles | |||
| Parent company | |||||
| Ascopiave S.p.A. | 51,638 | 35,325 | 842,176 | 284,284 | IFRS |
| 100% consolidated companies | |||||
| AP Reti Gas Nord Est S.r.l. | 23,436 | 4,462 | 134,262 | 24,440 | IFRS |
| AP Reti Gas S.p.A. | 51,219 | 7,837 | 306,635 | 29,598 | IFRS |
| Edigas Esercizio Distribuzione Gas S.p.A. | 13,536 | 6,353 | 66,789 | 11,411 | Ita Gaap |
| AP Reti Gas Vicenza S.p.A. | 11,218 | (912) | 14,709 | 36,040 | Ita Gaap |
| AP Reti Gas Rovigo S.r.l. | 4,329 | 816 | 19,791 | 12,191 | Ita Gaap |
| Asco Energy S.p.A. | 6,830 | (128) | 422 | 3,841 | Ita Gaap |
| Cart Acqua S.r.l. | 383 | 52 | 3,880 | (100) | Ita Gaap |
| Asco Renewables S.p.A. | 0 | (328) | 105 | 3,234 | Ita Gaap |
| Morina S.r.l. | 161 | (55) | 14 | 2,195 | Ita Gaap |
| Sangineto Energie S.r.l. | 430 | (389) | 141 | 932 | Ita Gaap |
| Eosforo S.r.l. | 712 | 27 | 5,493 | 2,819 | Ita Gaap |
| Green Factory S.r.l. | 0 | (101) | (20) | 6,908 | Ita Gaap |
| Asco EG S.p.A. | 11,063 | 821 | 57,596 | (13,060) | Ita Gaap |
| Salinella Eolico S.r.l. | (92) | (30) | 19,110 | Ita Gaap | |
| Romeo Gas S.p.A. | 9,653 | 1,404 | 65,829 | 9,030 | Ita Gaap |
| Serenissima Gas S.p.A. | 5,151 | 4,786 | 18,658 | 4,160 | IFRS |
| Asco TLC S.p.A. | 7,311 | 190 | 13,735 | (816) | IFRS |
The company Ascopiave S.p.A. holds shareholdings in consolidated subsidiaries that are owned by third parties. Please refer to the information table contained in the previous paragraph for an indication of the controlling share pertaining to each consolidated company. The interest that non-controlling interests have in the Ascopiave Group's assets and cash flows is considered by management to be insignificant.
Goodwill, equal to Euro 61,727 thousand as of 30 September 2023, shows an increase of Euro 381 thousand compared to 31 December 2022. The change is explained by the completion of the transaction for the purchase of a company branch concerning a natural gas distribution network in the province of Pavia. In this regard, we would like to point out that the allocation made will be subject to further in-depth analyses and verifications in order to determine, within the annual term envisaged by accounting principles, the definitive accounting of the business combination.
The amount refers in part to the surplus value resulting from the contribution of the gas distribution networks by signatory Towns in the financial years between 1996 and 1999 and in part to the surplus value paid during the acquisition of some branches of the company relative to the distribution of natural gas. Among these, the goodwill recognised following the merger by incorporation of Unigas Distribuzione S.r.l. into Ascopiave S.p.A. for Euro 9,368 thousands, 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, the purchase of shares in Romeo Gas S.p.A. for Euro 4,853 thousand, a company operating in the distribution of natural gas, and lastly the purchase of shares in Eusebio Energia S.r.l. for Euro 7,220 thousand, a company operating in the production of energy from renewable sources.
For the purposes of determining the recoverable amount, goodwill is allocated to the Cash Generating Units comprised of the natural gas distribution business (Gas Distribution CGU) and the renewable energy generation business (Power Generation CGU).
The following table highlights the balance of goodwill recorded at the end of the periods examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Distribution of natural gas | 54,506 | 54,125 |
| Energy production from renewable sources | 7,220 | 7,220 |
| Total goodwill | 61,727 | 61,346 |
The first nine months of the year 2023 are still characterised by the international crisis that began in February 2022 when the Russian-Ukrainian conflict flared up and is still ongoing. The inflationary trend that revived in the wake of the crisis and that continued its upward trend throughout 2022, primarily affecting the price of natural gas and oil and then affecting other consumer goods that require energy for manufacturing or transporting them, has slowed down, but an environment of high potential volatility remains. Moreover, the central banks' action on interest rates, which have been significantly raised since the last months of 2022, has not yet significantly bent the inflation curve. With the increase in September 2023, should no conflicting data emerge from future surveys, we should have reached a level sufficient to counter inflation. For the effects to be evident, however, these levels may have to be maintained for a sufficiently prolonged period.
Recent events in the Middle East, and the escalation of tensions in that area, could further change the scenarios, leading to effects that cannot be foreseen at present. Much will depend on the course of the tensions and the actors involved. As at 31 December 2022, the directors assessed the Group's financial performance and the macroeconomic environment and verified any changes in the external indicators and internal values used in the impairment tests performed when preparing the financial statements as at 31 December 2022. In view of the results achieved during the period of reference, the effects of the interventions carried out and the results of the impairment tests performed when preparing the financial statements as of 31 December 2022, the directors assessed the changes found in the external indicators and internal values, previously used to estimate the recoverable values of the individual cash-generating units, as not significant; consequently, they did not deem it necessary to perform a full impairment test on the carrying value of goodwill again.
The following table shows the evolution of the historical cost and accumulated amortisation of other intangible assets at the end of the periods examined:
| 30.09.2023 | 31.12.2022 | |||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | Historic cost |
Accumulated depreciation |
Net value | Historic cost |
Accumulated depreciation |
Net value |
| Industrial patent and intellectual property rights | 12,369 | (7,109) | 5,260 | 12,136 | (6,454) | 5,682 |
| Concessions, licences, trademarks and similar rights | 19,075 | (16,245) | 2,830 | 19,075 | (15,701) | 3,374 |
| Other intangible assets | 12,175 | (5,079) | 7,096 | 12,175 | (4,905) | 7,270 |
| Tangible assets under IFRIC 12 concession | 1,279,916 | (634,003) | 645,913 | 1,251,319 | (615,411) | 635,907 |
| Tangible assets in progress under IFRIC 12 concession | 36,393 | 0 | 36,393 | 45,934 | 0 | 45,934 |
| Intangible assets in progess and advances payments | 242 | 0 | 242 | 229 | 0 | 229 |
| Other intangible assets | 1,360,596 | (662,862) | 697,734 1,340,867 | (642,470) | 698,397 |
The following table shows the changes in intangible assets in the period under consideration and in the previous year:
| 31.12.2022 | 30.09.2023 | ||||||
|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | Net value | Change for the period |
Decrease | Delivery of Atem Udine 2 systems |
Amortizations during the period |
Depreciations | Net value |
| Industrial patent and intellectual property rights | 5,682 | 201 | 623 | 5,260 | |||
| Concessions, licences, trademarks and similar rights | 3,374 | (0) | 545 | 2,830 | |||
| Other intangible assets | 7,270 | 0 | (3) | 171 | 0 | 7,096 | |
| Tangible assets under IFRIC 12 concession | 635,907 | 47,410 | (3,380) | (6,225) | 27,272 | 1,290 | 645,913 |
| Tangible assets in progress under IFRIC 12 concession | 45,934 | (9,491) | (6) | (44) | 0 | 36,393 | |
| Intangible assets in progess and advances payments | 229 | 14 | 0 | 242 | |||
| Other intangible assets | 698,397 | 38,133 | (3,389) | (6,269) | 28,611 | 1,290 | 697,734 |
| 31.12.2021 | 30.09.2022 | ||||||
|---|---|---|---|---|---|---|---|
| (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 | 0 | 8 | 4 | 329 | 3,045 | |
| Concessions, licences, trademarks and similar rights | 3,296 | 980 | 3,914 | 0 | 639 | 7,551 | |
| Other intangible assets | 5,537 | 0 | 1,834 | 93 | 162 | 7,116 | |
| Tangible assets under IFRIC 12 concession | 550,367 | 39,603 | 56,277 | 1,528 | 25,506 | (574) | 619,788 |
| Tangible assets in progress under IFRIC 12 concession | 34,701 | (2,265) | 975 | 106 | 0 | 33,305 | |
| Intangible assets in progess and advances payments | 735 | 888 | 0 | 0 | 0 | 1,623 | |
| Other intangible assets | 598,007 | 39,205 | 63,009 | 1,731 | 26,636 | (574) | 672,427 |
At the end of the first nine months of the year, intangible assets amounted to Euro 697,734 thousand, a decrease of Euro 663 thousand compared to 31 December 2022.
It should be noted that the purchase of a company branch operating in the natural gas distribution sector was finalised in July 2023, which led to the posting of intangible assets for Euro 763 thousand.
We also report that on 1 April the handover of the natural gas distribution plants included in Atem Udine 2 was finalised and the related fixed assets were consequently disposed of, involving fixed assets under IFRIC 12 concessions and fixed assets in progress under IFRIC 12 concessions, for a total of Euro 6,225,000.
During the first nine months of the year, the item 'Industrial Patent Rights and Intellectual Property Rights' recorded investments amounting to Euro 201 thousand and amortisation charges amounting to Euro 623 thousand. Capital expenditure mainly related to the purchase of software licences.
The item mainly includes the costs recognised to the conceding bodies (Towns) and/or outgoing operators following the
award and/or renewal of the relative tenders for the entrusting of the natural gas distribution service, rather than the costs for the acquisition of user licences.
During the first nine months of the year, this item did not record any investments, and amortisation for the period amounted to Euro 545 thousand. As a result of the implementation of Legislative Decree No. 164/00 (Letta Decree), the concessions obtained are amortised over a useful life of 12 years in accordance with the duration of the concession under the decree.
Other intangible assets' did not record any investments during the period and amortisation recorded amounted to Euro 171,000.
The item includes costs sustained for the construction of plants and the natural gas distribution network, connections to the same, as well as for the installation of reduction groups and meters. At the end of the first nine months of the financial year the item recorded an overall positive change equal to Euro 10,006 thousand. Following the completion of the delivery of the natural gas distribution plants included in the Udine 2 Atem, finalised on 1 April 2023, the related fixed assets were disposed of for Euro 6,225 thousand.
Net of the change described above, the item showed an increase mainly explained by the investments made during the period and the reclassification of investments made in the previous year but entered into operation during the reporting period. Capital expenditure, including reclassifications of assets under construction, amounted to Euro47,410 thousand. The increase was partially offset by depreciation for the period and decreases recorded during the period, particularly related to the replacement of meters.
The completion of the purchase of a company branch operating in the natural gas distribution sector led to the posting of intangible assets under concession for Euro 763 thousand. We would like to point out that the allocation carried out will be subject to further in-depth analysis and verification in order to determine, within the annual term envisaged by accounting principles, the definitive accounting of the business combination.
The infrastructures located in the Towns where the concession for natural gas distribution has not been put out to tender are depreciated by applying the lower of the technical life of the plants and the useful life indicated by ARERA in the tariff framework. The technical life of the plants was subject to an external assessment by an independent expert who determined the technical obsolescence of the assets built.
The item includes the costs sustained for the construction of the natural gas distribution plants and network partially realised on a time and materials basis and not completed at the end of the reference period. The item recorded a decrease equal to Euro 9,491,000 during the period, mainly related to the reclassifications made to investments in gas distribution plants realised during previous financial years, whose commissioning took place during the first nine months of 2023.
It should be noted that, following the completion of the delivery of the plants located in the Udine 2 Atem described in the previous paragraph, the item recorded a decrease of Euro 44 thousand.
The item includes 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 decrease recorded is mainly explained by the reclassification of investments made in previous years but which came into operation during the reference period.
The following table shows the development of the historical cost and accumulated depreciation of tangible fixed assets at the end of each period examined:
| 30.09.2023 | 31.12.2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| Historic | Accumulated | Provision for | Historic | Accumulated | Provision for | |||
| (Thousands of Euro) | cost | depreciation | impairment | Net value | cost | depreciation | impairment | Net value |
| Lands and buildings | 51,121 | (20,890) | (265) | 29,966 | 51,292 | (20,061) | (265) | 30,966 |
| Plant and machinery | 161,414 | (98,426) | (1,132) | 61,856 | 161,419 | (93,917) | (1,132) | 66,371 |
| Industrial and commercial equipment | 5,382 | (4,511) | 0 | 871 | 5,250 | (4,411) | 838 | |
| Other tangible assets | 24,076 | (21,052) | 0 | 3,024 | 23,715 | (20,396) | 3,319 | |
| Tangible assets in progress and advance payments | 39,936 | 0 | (55) | 39,882 | 24,674 | 0 | (55) | 24,620 |
| Rights of use | 14,844 | (3,157) | 11,687 | 14,616 | (2,297) | 12,319 | ||
| Other tangible assets | 296,773 | (148,036) | (1,451) | 147,286 | 280,965 | (141,082) | (1,451) | 138,432 |
The following table shows the changes in tangible fixed assets in the period under consideration and in the previous period:
| 31.12.2022 | 30.09.2023 | |||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | Net value | Change for the period |
Decrease | Delivery of Atem Udine 2 systems |
Amortizations during the period |
Net value |
| Lands and buildings | 30,966 | 2 | (64) | 938 | 29,966 | |
| Plant and machinery | 66,371 | (0) | 4,514 | 61,856 | ||
| Industrial and commercial equipment | 838 | 132 | 99 | 871 | ||
| Other tangible assets | 3,319 | 54 | 349 | 3,024 | ||
| Tangible assets in progress and advance payments | 24,620 | 15,219 | (43) | 0 | 39,882 | |
| Rights of use | 12,319 | 292 | 924 | 11,687 | ||
| Other tangible assets | 138,432 | 15,699 | (43) | (64) | 6,824 | 147,286 |
| 31.12.2021 | 30.09.2022 | ||||
|---|---|---|---|---|---|
| (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 | 217 | 4,406 | 934 | 31,544 |
| Plant and machinery | 14,512 | 1,280 | 58,398 | 4,462 | 69,728 |
| Industrial and commercial equipment | 649 | 102 | 48 | 95 | 704 |
| Other tangible assets | 2,646 | 139 | 254 | 377 | 2,662 |
| Tangible assets in progress and advance payments | 297 | 2,717 | 23 | 0 | 3,037 |
| Rights of use | 12,051 | 1,578 | 0 | 861 | 12,769 |
| Other tangible assets | 58,012 | 6,033 | 63,130 | 6,731 | 120,445 |
Property, plant and equipment increased from Euro 138,432 thousand at 31 December 2022 to Euro 147,286 thousand at 30 September 2023, an increase of Euro 8,854 thousand. The increase is mainly related to investments made for the construction of plants for the production of electricity from renewable sources not completed at the date of publication of this interim report.
This item mainly includes buildings owned by the company headquarters, offices and peripheral warehouses. During the first nine months of the year, the item did not record any significant investments and depreciation charges amounted to Euro 938 thousand.
This item mainly includes the book values of power generation plants from renewable sources operated by the Group,
At the end of the period examined, no new plant construction works were completed and, consequently, the item did not record any increases. Depreciation for the period amounted to Euro 4,514 thousand.
The item 'Industrial and commercial equipment' recorded investments for Euro 132 thousand. The item includes costs sustained for the purchase of instruments necessary for the maintenance service of distribution plants and measurement activities. The amortisation quotas for the period are equal to Euro 99 thousand.
Capital expenditure in the first nine months of the year amounted to Euro 54 thousand and was mainly explained by costs incurred for the purchase of hardware. Depreciation for the period amounted to Euro 349 thousand.
The item essentially includes costs incurred for the construction of plants for the production of energy from renewable sources, as well as, to a lesser extent, extraordinary maintenance work on company premises and/or peripheral warehouses, not completed at the end of the period. During the first nine months of the year, the item recorded a change of Euro 15,219 thousand, mainly related to the construction of a wind farm and the construction of a photovoltaic park.
This item includes rights of use related to the application of IFRS 16. The application of the standard mainly concerned operating leases relating to property, plant and equipment, such as the lease of buildings and the rental of motor vehicles and trucks.
During the period, the item increased by Euro 292 thousand and depreciation charges amounted to Euro 924 thousand.
The following table shows the changes in equity investments at the end of each period examined:
| (Thousands of Euro) | 31.12.2022 | Variation of the period |
Measurement with the equity method |
30.09.2023 |
|---|---|---|---|---|
| Shareholdings in associated companies | 358,029 | (30,171) | 910 | 328,769 |
| Shareholdings in other companies | 78,257 | 0 | 0 | 78,257 |
| Shareholdings | 436,287 | (30,171) | 910 | 407,026 |
During the first nine months of the financial year, items under this caption an overall decrease of Euro 29,261,000 related to investments in affiliated companies.
The table below shows the details of the investments recorded at the end of the periods examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Shareholdings in Estenergy S.p.A. | 320,793 | 349,534 |
| Shareholdings in Cogeide S.p.A. | 7,976 | 8,496 |
| Shareholdings in associated companies | 328,769 | 358,029 |
| Shareholdings in Hera Comm S.p.A. | 53,331 | 53,331 |
| Shareholdings in Acinque S.p.A. | 24,923 | 24,923 |
| Shareholdings in Banca Prealpi SanBiagio Credito Cooperativo - Soc. Coop. | 1 | 1 |
| Shareholdings in BVR Banca - Banche Venete Riunite Credito Cooperativo | ||
| di Schio, Pedemonte, Roana e Vestenanova - Società Cooperativa | 1 | 1 |
| Shareholdings BCC Busto Garolfo e Buguggiate S.C. | 1 | 1 |
| Shareholdings A2A SECURITY | 1 | 1 |
| Shareholdings in other companies | 78,257 | 78,257 |
| Shareholdings | 407,026 | 436,286 |
At the end of the first nine months of the financial year 2023, investments in associated companies of Euro 328,769 thousand were recognised, an amount related to the 40% investment held in EstEnergy S.p.A. and the 19% investment held in Cogeide S.p.A..
The investment in Estenergy, equal to Euro 320,793 thousand, recorded a decrease of Euro 28,741 thousand. The change recorded during the period is explained by the collection of dividends for Euro 18,997 thousand and by the valuation with the equity method for Euro 11,783 thousand. The latter is mainly explained by the significant change recorded in the hedge accounting reserve, recognised in the associate, as a result of the drop in commodity prices.
With regard to the equity investment in Cogeide, amounting to Euro 7,976 thousand, a change of Euro 520 thousand was recorded, explained by the valuation using the equity method.
The table below shows the Estenergy Group's equity, financial and economic situation at the end of the first nine months of the reporting year and the same period of the previous year:
| (Values inclusive of consolidation entries and expressed in millions of Euro) |
Nine months 2023 pro rata |
Nine months 2023 |
Nine months 2022 pro rata |
Nine months 2022 |
|---|---|---|---|---|
| Non-current assets | 261.0 | 652.5 | 311.0 | 648.0 |
| Current assets | 70.3 | 175.7 | 260.8 | 543.4 |
| Net equity of the Group | 251.7 | 629.2 | 380.8 | 793.4 |
| Net equity of Others | 0.4 | 1.0 | 0.4 | 0.9 |
| Non-current liabilities | 26.2 | 65.6 | 41.1 | 85.7 |
| Current liabilities | 52.9 | 132.4 | 149.4 | 311.4 |
| Revenues | 319.3 | 665.2 | 531.3 | 1,106.9 |
| Costs | 302.9 | 631.0 | 504.4 | 1,050.7 |
| Gross operative margin | 16.4 | 34.3 | 27.0 | 56.2 |
| Amortization and depreciation | 12.2 | 25.3 | 12.3 | 25.6 |
| Operating result | 4.3 | 8.9 | 14.7 | 30.5 |
| Group's Net Result | 0.8 | 1.6 | 10.9 | 22.6 |
| Third parties Net Result | 0.1 | 0.2 | 0.2 | 0.3 |
| NFP | (32.4) | (80.9) | (17.1) | (35.6) |
At the end of the first nine months of 2023, equity investments in other companies amounted to Euro 78,257 thousand. The item includes equity investments consisting for Euro 53,331 thousand of 3% of the share capital of Hera Comm, acquired following the signing of the commercial partnership with the Hera Group, finalised on 19 December 2019, for Euro 24,923 thousand of 5.00% of the share capital of Acsm Agam S.p.A, the value of which was reduced by Euro 1,806 thousand in the 2020 financial year, as well as the residual equity investments amounting to Euro 4 thousand relating to the shares in Banca Prealpi SanBiagio Credito Cooperativo - Soc. Coop. for Euro 1 thousand, in Banca Alto Vicentino S.p.A. for Euro 1 thousand, in BCC Busto Garolfo e Buguggiate for Euro 1 thousand and in A2A SECURITY for Euro 1 thousand.
We note that Ascopiave S.p.A. holds put options on the equity investment held in the associated company EstEnergy and on the equity investment held in Hera Comm, which, at the end of the first nine months of the year, showed a fair value of zero.
The following table shows the balances of other non-current assets at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Security deposits | 1,589 | 2,457 |
| Other receivables | 2,106 | 2,169 |
| Other non-current assets | 3,694 | 4,625 |
At the end of the first nine months of the financial year 2023, non-current assets recorded an overall decrease of Euro 931,000 compared to the previous year.
The decrease is mainly explained by the decrease in security deposits in the amount of Euro 868,000.
The following table shows the balance of non-current financial assets at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Other receivables of a financial nature over 12 months | 2,896 | 2,868 |
| Non-current financial assets | 2,896 | 2,868 |
Non-current financial assets go from Euro 2,868 thousands for the financial year 2022 to Euro 2,896 thousands for the reference period, showing an increase equal to Euro 28 thousands. The item includes financial receivables inscribed against local authorities and deriving from settlement agreements signed in previous years with them for the valorisation of natural gas distribution infrastructures. The value posted under non-current financial assets represents the amounts due beyond 12 months from the closing date of this interim report and, due to the duration of the agreed instalment plan, the item has been discounted.
The claim is in addition to the one against the Town of Costabissara, with which a settlement agreement had been signed for the enhancement of the natural gas distribution infrastructure.
The table below shows the balance of deferred tax assets at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Advance tax receivables | 39,929 | 39,252 |
| Advance tax receivables | 39,929 | 39,252 |
Deferred tax assets increased from Euro 39,252,000 in the year 2022 to Euro 39,929,000 in the reporting period, an increase of Euro 677,000. In calculating taxes, reference was made to the IRES rate and, where applicable, the IRAP rate in force, in relation to the tax period that includes the date of 30 September 2023 and the time when any temporary differences are estimated to be reversed.
It should be noted that the purchase of a company branch operating in the natural gas distribution sector was finalised in July 2023, which led to the posting of deferred tax assets equal to Euro 65 thousand.
The following table shows the breakdown of the item for each period examined:
| 30.09.2023 | 31.12.2022 | |||||
|---|---|---|---|---|---|---|
| Provision for | Provision for | |||||
| Gross value | obsolete | Net value | Gross value | obsolete | Net value | |
| (Thousands of Euro) | inventory | inventory | ||||
| Fuels and warehouse materials | 12,783 | (39) | 12,744 | 7,372 | (39) | 7,333 |
| Energy efficiency certificates | 447 | 0 | 447 | 4 | 0 | 4 |
| Inventories | 13,230 | (39) | 13,191 | 7,375 | (39) | 7,336 |
At the end of the first nine months of 2023 the inventories are equal to Euro 13,191 thousands recording an increase equal to Euro 5,855 thousands compared to 31 December 2022. The increase is mainly explained by the increase in stocks of materials for gas distribution for Euro 5,412 thousand and by the purchase of energy efficiency certificates for Euro 443 thousand.
Materials in stock are used for maintenance work or for the construction of distribution systems. In the latter case, the material is reclassified under tangible assets following installation.
Inventories are shown net of the inventory write-down provision of Euro 39,000 in order to adjust their value to their possibility of realisation or use.
The following table shows the breakdown of the item for each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Receivables from customers | 15,807 | 11,500 |
| Receivables for invoices to be issued | 10,362 | 10,994 |
| Bad debt provisions | (2,310) | (2,396) |
| Trade receivables | 23,859 | 20,098 |
Trade receivables increased from Euro 20,104 thousand in 2022 to Euro 23,859 thousand in the reporting period, an increase of Euro 3,755 thousand. It should be noted that as of 31 December 2023, the negative balances recognised against customers due to credit notes issued to them were reclassified under trade payables. The significant amount of the credit notes was mainly explained by the effects of the successive Aid Law Decrees, which provided for the application of discounts to mitigate bill increases. The regulation included the applied discount among the tariff components and, consequently, it was regularised with them both with respect to sales companies operating in the territory where the Group's distribution company network is located and with respect to CSEA. The discount sanctioned and applied, being higher than the transportation tariff, led to the issuance of credit notes to the sales companies, particularly in the last quarter of the year, a period in which consumption by end customers begins to intensify. The effects of the decree and the subsequent extensions lapsed at the end of the first quarter of the current year and the credit notes were settled with the counterparties during the following two quarters.
Trade receivables are shown net of invoice advances and are all due within the next 12 months.
The provision for bad debts, equal to Euro 2,310,000, mainly represents the risks of the companies in the renewable energy sector (Euro 1,661,000) and the Group's distribution companies; the change is due to the utilisation of the provision for Euro 383,000 and new provisions for Euro 296,000.
Changes in the provision for bad debts for the first nine months of the year 2023 are highlighted in the table below:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Initial bad debt provision | 2,396 | 698 |
| Provisions | 296 | 44 |
| Change in the scope of consolidation | 0 | 1,661 |
| Use | (383) | (6) |
| Final bad debt provision | 2,310 | 2,396 |
The following table shows the breakdown of receivables due from customers for invoices issued based on seniority, highlighting the allowance for doubtful accounts in relation to the seniority of the receivable:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Gross trade receivable invoices issued | 15,807 | 11,500 |
| - allowance for doubtful accounts | (2,310) | (2,396) |
| Net trade receivables for invoices issued | 13,497 | 9,104 |
| Aging of trade receivables for invoices issued | ||
| - to expire | 14,528 | 9,591 |
| - expired within 6 months | 537 | 700 |
| - overdue by 6 to 12 months | 20 | 465 |
| - expired more than 12 months | 722 | 745 |
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Tax consolidation receivables | 193 | 289 |
| Annual pre-paid expenses | 2,284 | 1,185 |
| Advance payments to suppliers | 4,612 | 562 |
| Annual accrued income | 169 | 19 |
| Receivables due from CSEA | 53,442 | 113,586 |
| VAT Receivables | 38,426 | 15,315 |
| UTF and Provincial/Regional Additional Tax receivables | 40 | 40 |
| Other receivables | 3,167 | 2,884 |
| Other current assets | 102,333 | 133,880 |
The following table shows the breakdown of the item at the end of each period examined:
Other current assets decreased from Euro 133,880,000 in the year 2022 to Euro 102,333,000 in the reporting period, a decrease of Euro 31,547,000.
The decrease is mainly explained by lower receivables from the Cassa Servizi Energetici ed Ambientali (Energy and Environmental Services Fund) for Euro 60,144 thousand, partly offset by higher VAT receivables for Euro 23,111 thousand, both items related to the issue of credit notes of significant amounts due to the different invoicing methods of the ancillary components of the gas distribution service, as well as by the increase in annual prepayments for Euro 1,099 thousand and in advances to suppliers for Euro 4,050 thousand.
At the end of the first nine months of the financial year, the receivables from the Cassa Servizi Energetici e Ambientali (CSEA) amounted to Euro 53,442 thousand and were mainly made up of receivables related to the achievement of energy saving goals for Euro 25,335 thousand, equalisation balances for Euro 19,436 thousand, and receivables for the tariff components applied to the natural gas distribution service for the remaining part. The former are counted by valuing the quantity of energy efficiency certificates delivered, net of the advances collected in relation to the same, as well as the quantity of certificates accrued up to 30 September 2023 but not yet delivered as of the same date. It should be noted that the unit contribution used for the economic quantification of the fulfilment is equal to the final contribution set for the targets related to closed regulatory periods, while it is equal to the fair value of the projected contribution for the contributions accruing as of 30 September 2023, equal to Euro 250 (Euro 250 as of 31 December 2022).
The following table shows the composition of current financial assets at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Other financial current assets | 963 | 820 |
| Current financial assets | 963 | 820 |
Current financial assets record an increase equal to Euro 143 thousand, going from Euro 820 thousand as of 31 December 2022 to Euro 963 thousand in the reference period. The change is mainly explained by the completion of the acquisition of a company branch operating in the natural gas distribution sector, which led to the posting of current financial assets, in relation to the amount of the contractually foreseen adjustment of the transaction itself, equal to Euro 131 thousand. It should be noted that this amount will be subject to further investigation and verification in order to determine, within the contractual timeframe, the final amount thereof.
It should also be noted that at the end of the period the item also includes the short-term portion of the receivable recognised from Hera S.p.A. relative to the settlement agreement on excise duties for Euro 400 thousand, the receivable
from the Town of Creazzo for Euro 138 thousand and the receivable recognised by the Town of Costabissara for Euro 165 thousand, arising from the settlement reached with the local authority during the 2019 financial year.
The following table shows the composition of tax receivables at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Receivables related to IRAP | 623 | 1,021 |
| Receivables related to IRES | 3,397 | 2,745 |
| Other tax receivables | 2,848 | 333 |
| Tax receivables | 6,869 | 4,100 |
Tax receivables increased from Euro 4,100 thousand in the year 2022 to Euro 6,869 thousand in the reporting period, an increase of Euro 2,769 thousand.
The increase is mainly explained for Euro 2,515,000 by the recognition of tax credits related to the Superbonus. The item includes the remaining credit, of IRAP advances paid and IRES advances.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Bank and post office deposits | 19,328 | 76,900 |
| Cash and cash equivalents on hand | 21 | 17 |
| Cash and cash equivalents | 19,349 | 76,917 |
Cash and cash equivalents decreased from Euro 76,917,000 in the year 2022 to Euro 19,349,000 in the reporting period, a decrease of Euro 57,568,000.
Cash and cash equivalents mainly refer to bank account balances and cash in hand. For a better understanding of the changes in cash flows during the year, please refer to the cash flow statement.
The Group's net financial debt at the end of the reporting periods was as follows:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Cash and cash equivalents | 19,349 | 76,917 |
| Current financial assets | 4,863 | 6,493 |
| Current financial liabilities | (3,922) | (34,911) |
| Payables due to banks and financing institutions | (295,301) | (183,285) |
| Outstanding short-term bonds | (7,575) | 0 |
| Net short-term financial position | (282,586) | (134,786) |
| Non current financial assets | (2,896) | 2,868 |
| Medium- and long-term bank loans | (152,942) | (178,538) |
| Outstanding medium- and long-term bonds | (86,172) | (94,033) |
| Non-current financial liabilities | (7,048) | (7,368) |
| Net medium and long-term financial position | (243,265) | (277,071) |
| Net financial position | (525,851) | (411,857) |
For comments on the main dynamics that led to the change in the net financial position, please refer to the analysis of the Group's financial data reported in the section "Comments on the economic and financial results for the first nine months of the financial year 2023" and in the section "Medium- and long-term financing" of this interim report as of 30 September 2023.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Assets on commodity derivatives | 1,210 | 988 |
| Assets on interest rates derivatives | 3,900 | 5,673 |
| Current assets from derivative financial instruments | 5,110 | 6,661 |
Current assets on derivative financial instruments mainly refer to interest rate hedging contracts underwritten by the parent company Ascopiave S.p.A., whose fair value at the end of the first nine months of the year was equal to Euro 3,900 thousand. The item also includes Euro 1,210 thousand representing the fair value of derivatives underwritten to hedge the price of electricity produced by the hydroelectric plants of the company Asco EG. As regards the assets and liabilities correlated to derivative activities, please refer to the section "Risk and uncertainty factors" of this Interim Report on Operations, where the related effects are highlighted. It should be noted that at the end of the period the item includes receivables, for Euro 64 thousand, related to financial instruments accrued as of 30 September 2023 but not collected by the same date.
Derivative assets are represented by the fair value of the following derivatives outstanding as at 30 September 2023, the financial manifestation of which will be spread over the term of the underlying loan:
| # | Counterpart | Type of instrument | Underlying Commodity |
Trade date |
Effective date |
Expiry date |
Position | Contractual notion |
MtM (€/000) |
|---|---|---|---|---|---|---|---|---|---|
| 1 | Intesa Sanpaolo Interest Rate Swap Euribor 1M | 06-Mar-15 | 06-Mar-15 | 27-Dec-29 Vanilla: Fixed - Float | 2,570,540 € | 212 | |||
| 2 | BNL | Interest Rate Swap Euribor 6M | 09-Aug-19 | 09-Feb-20 | 09-Feb-25 Vanilla: Fixed - Float | 9,000,000 € | 363 | ||
| 3 | Credit Agricole Interest Rate Swap Euribor 6M | 27-Sep-19 | 01-Oct-19 | 27-Sep-24 Vanilla: Fixed - Float | 3,000,000 € | 95 | |||
| 4 | Intesa Sanpaolo Interest Rate Swap Euribor 6M | 30-Nov-20 | 30-Nov-20 | 30-Nov-23 Vanilla: Fixed - Float 50,000,000 € | 1,057 | ||||
| 5 | Mediobanca | Interest Rate Swap Euribor 3M | 02-Dec-20 | 02-Dec-20 | 02-Dec-25 Vanilla: Fixed - Float 16,666,667 € | 831 | |||
| 6 | Mediobanca | Interest Rate Swap Euribor 3M | 23-Dec-21 | 23-Dec-21 | 23-Dec-26 Vanilla: Fixed - Float 15,555,556 € | 975 | |||
| 7 | Credit Agricole Interest Rate Swap Euribor 6M | 31-Mar-22 | 31-Mar-22 | 31-Mar-27 Vanilla: Fixed - Float | 7,000,000 € | 366 | |||
| 8 | Intesa Sanpaolo Commodity Swap | Power IT Baseload | 20-Apr-22 | 01-Jan-23 | 31-Dec-23 Sell/Short | 2,209 Mwh | 235 | ||
| 9 | Intesa Sanpaolo Commodity Swap | Power IT Baseload | 22-May-22 | 01-Jan-24 | 31-Mar-24 Sell/Short | 4,366 Mwh | 73 | ||
| 10 | Intesa Sanpaolo Commodity Swap | Power IT Baseload | 22-May-22 | 01-Jan-24 | 30-Jun-24 Sell/Short | 6,552 Mwh | 12 | ||
| 11 | Intesa Sanpaolo Commodity Swap | Power IT Baseload | 14-Jun-23 | 01-Oct-24 | 31-Dec-23 Sell/Short | 4,418 Mwh | 142 | ||
| 12 | Intesa Sanpaolo Commodity Swap | Power IT Baseload | 14-Jun-23 | 01-Jan-24 | 31-Mar-24 Sell/Short | 2,183 Mwh | 56 | ||
| 13 | Intesa Sanpaolo Commodity Swap | Power IT Baseload | 14-Jun-23 | 01-Jan-24 | 31-Dec-24 Sell/Short | 8,784 Mwh | 132 | ||
| 14 | Intesa Sanpaolo Commodity Swap | Power IT Baseload | 05-Aug-22 | 01-Oct-23 | 31-Dec-23 Sell/Short | 2,209 Mwh | 494 | ||
| Total | 5,046 |
It is herein specified that financial instruments measured at fair value belong to valuation hierarchy level 2.
As of 30 September 2023, Ascopiave S.p.A.'s share capital consisted of 234,411,575 ordinary shares, fully subscribed and paid-up, with a nominal value of Euro 1 each.
The following table shows the composition of consolidated shareholders' equity at the end of the periods examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Share capital | 234,412 | 234,412 |
| Legal reserve | 46,882 | 46,882 |
| Own shares | (55,423) | (55,423) |
| Reserves and profit carried forward | 588,802 | 607,746 |
| Group's Net Result | 12,881 | 32,665 |
| Net equity of the Group | 827,554 | 866,280 |
| Net equity of Others | 22,500 | 20,123 |
| Total Net equity | 850,054 | 886,403 |
Consolidated shareholders' equity as of 30 September 2023 is equal to Euro 850,054 thousand and shows a decrease of Euro 36,349 thousand compared to financial year 2022. The changes in consolidated shareholders' equity during the year, excluding the result achieved, are mainly explained by the distribution of dividends for Euro 29,063 thousand, by the exit of the minority shareholders of Romeo Gas S.p.A. for Euro 12,819 thousand, by the entrance of the minority shareholders of ASCO TLC S.p.A. for Euro 6,745 thousand and by the movement of the reserves on hedge accounting related to derivative instruments for Euro 3,190 thousand.
As of 30 September 2023, Ascopiave S.p.A. held 17,701,578 treasury shares, equal to 7.551% of the share capital, for a total value of Euro 55,423 thousand.
The hedge accounting reserve posted at the end of the first nine months of the year 2023 represents the current value of the derivative financial instruments subscribed by Ascopiave S.p.A. and by the recently acquired companies active in the hydroelectric sector, to hedge against possible fluctuations in interest rates related to the loans subscribed and in electricity prices. The same, as of 30 September 2023, showed a positive balance of Euro 2,052 thousand.
With regard to assets and liabilities related to derivative activities, please refer to the section "Risk and Uncertainty Factors" of this report, where the effects related to them are highlighted.
The Group's shareholders' equity also recorded a decrease of Euro 11,082,000 related to changes in the shareholders' equity of associated companies, in particular to the trend of the hedge accounting reserve recorded in relation to derivative contracts entered into to hedge commodity price fluctuations.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Previsions for pension for gas sector employees | 1,234 | 974 |
| Other reserves for risks and charges | 53 | 22 |
| Provisions for risks and charges | 1,287 | 996 |
Provisions for risks and charges increased from Euro 996,000 in the previous year to Euro 1,287,000 in the year under review, an increase of Euro 291,000. The change is mainly explained by new allocations to the fund. The provision for pensions and similar obligations also includes commitments to employees and directors relating to long-term incentive plans for the cash portion.
The following table shows the changes during the period:
| (Thousands of Euro) | |
|---|---|
| Reserves for risks and charges as of 1st January 2023 | 996 |
| Other variations | 157 |
| Provisions for risks and charges | 0 |
| Provisions for risks and chargesas of 30th September 2023 | 1,287 |
The severance pay decreased from Euro 5,011 thousand at 1 January 2023 to Euro 4,926 thousand at 30 September 2023, a decrease of Euro 84 thousand.
The table below summarises the changes in the fund during the period under review:
| (Thousands of Euro) | |
|---|---|
| Severance indemnity as of 1st January 2023 | 5,011 |
| Retirement allowance | (1,463) |
| Payments for current services and work | 1,145 |
| Actuarial loss/(profits) of the period (*) | 235 |
| Severance indemnity as of 30th September 2023 | 4,926 |
*including the portion of interest cost recognised in the profit and loss account.
The following table shows the breakdown of this item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Pricoa bond loan | 86,172 | 94,033 |
| Outstanding medium- and long-term bonds | 86,172 | 94,033 |
As part of the private placement 'Shelf' programme with Pricoa Capital Group, a company of the US group Prudential Financial Inc., the parent company Ascopiave S.p.A., as of 30 September 2023, has in place a first placement of ordinary non-convertible and unsecured bonds for Euro 25 million, with a maturity of 10 years and an average duration of 8 years, and a second for Euro 70 million, with a maturity of 10 years and an average duration of 6 years.
The bonds issued are unrated and are not listed on regulated markets. The issue is not backed by collateral. Ascopiave is required to comply with certain financial covenants, as per normal market practice, to be verified every six months.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Loans from Banca Prealpi SanBiagio | 4,786 | 5,412 |
| Loans from European Investment Bank | 1,250 | 2,500 |
| Loans from Prelios | 7,652 | 9,043 |
| Loans from INTESA SAN PAOLO S.P.A. | 0 | 10,000 |
| Loans from BPER | 17,720 | 22,384 |
| Loans from BANCO BPM | 16,561 | 21,009 |
| Loans from BNL | 16,750 | 25,250 |
| Loans from Cassa Centrale Banca-Credito Coop. It | 22,851 | 25,525 |
| Loans from CREDIT AGRICOLE FRIULADRIA | 5,016 | 10,025 |
| Loans from MEDIOBANCA | 21,111 | 26,667 |
| Loans from ICCREA | 39,245 | 20,722 |
| Medium- and long-term bank loans | 152,942 | 178,538 |
| Current portion of medium and long-term bank loans | 118,601 | 119,280 |
| Medium and long-term bank loans | 271,542 | 297,818 |
Medium/long-term loans, represented at 30 September 2023 mainly by the Parent Company's debts to Intesa Sanpaolo for Euro 65,000 thousand, to Mediobanca for Euro 32,222 thousand, to Cassa Centrale Banca for Euro 27,372 thousand, to BNL for Euro 25,250 thousand, to BPER for Euro 23,922 thousand, to Iccrea Banca for Euro 23,819 thousand, to Banco BPM for Euro 22,500 thousand, to Credit Agricole Friuladria for Euro 10.000 thousand, BCC Prealpi-Sanbiagio for Euro 5,688 thousand, the debt of the subsidiary Salinella Eolico to Iccrea Banca for Euro 24,522 thousand, and the debt of the subsidiary Asco EG to Prelios for Euro 9,043 thousand, go from Euro 297,818 thousand at 31 December 2022 to Euro 271,542 thousand, with a decrease of Euro 26,276 thousand, explained by the new loan by Salinella Eolico and the payment of the instalments.
In particular, details of the nominal outstanding debt of the individual contracts are given below:
to banks and short-term loans; the contract provides for the respect of certain financial parameters (financial covenants) to be verified annually on the Group's consolidated data prepared in accordance with IFRS;
the loan with the European Investment Bank, disbursed in two tranches during 2013 for a total of Euro 45,000 thousand, presents a residual debt as of 30 September 2023 of Euro 2,500 thousand, with the recognition of Euro 1,250 thousand among bank borrowings and short-term loans; the contract provides for the respect of certain financial parameters (financial covenants) to be verified every six months on the Group's consolidated data prepared in accordance with IFRS;
the loan with BCC Prealpi SanBiagio/Cassa Centrale Banca, disbursed at the beginning of 2018 for an amount of Euro 10,000 thousand, presents a residual debt as of 30 September 2023 of Euro 5,688 thousand, with the entry of Euro 902 thousand under bank borrowings and short-term loans;
As a guarantee of the fulfilment of the obligations arising from the loan agreements signed with BNL (only the one disbursed in 2017) and Banca Europea per gli Investimenti, the Parent Company assigned to the lending banks a portion of the future credit deriving from the repayment of the residual value of the assets related to the Gas Distribution Concessions held by the subsidiary AP Reti Gas S.p.A..
As security for the fulfilment of obligations under the loan agreement signed with Iccrea Banca by the subsidiary Salinella Eolico, the bank was granted a pledge on 100% of the subsidiary's shares, as well as on the project's current accounts.
The following table shows the composition of the items at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Security deposits | 2,005 | 1,596 |
| Multi-annual passive prepayments | 35,479 | 34,470 |
| Other payables | 1,392 | 1,392 |
| Other non-current liabilities | 38,875 | 37,458 |
Other non-current liabilities go from Euro 37,458 thousand in the previous financial year to Euro 38,875 thousand in the year of reference, showing an increase of Euro 1,417 thousand in relation to the trend of multi-year deferred income; these are recognised against revenues for contributions received from the public or private sector for the construction of connections to the gas network, or of the distribution network itself, and linked to the useful life of the distribution plants. The suspension of revenues is explained by the content of Law 9/2014, which provided for the full decoupling of contributions from private parties from the value of technical assets held under concession in the field of gas distribution.
Security deposits posted at the end of the financial year recorded an increase equal to Euro 409 thousand and refer to deposits received from natural gas sales companies operating in the territory in which the natural gas distribution network managed by the Group is located, for the raw material transportation service.
The following table shows the breakdown of this item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Debts for rights of use beyond 12 months | 7,048 | 7,368 |
| Non-current financial liabilities | 7,048 | 7,368 |
Other non-current financial liabilities went from Euro 7,368 thousand in the previous year to Euro 7,048 thousand in the reporting period, showing a decrease of Euro 320 thousand, mainly due to the payment of instalments on operating lease contracts.
The table below shows the balance of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Deferred tax payables | 18,513 | 19,608 |
| Deferred tax payables | 18,513 | 19,608 |
Liabilities for deferred taxes go from Euro 19,608 thousand of the previous year to Euro 18,513 thousand of the reference year, recording a decrease equal to Euro 1,095 thousand. The change is mainly related to the delivery of the natural gas distribution plants included in the Udine 2 Atem, carried out following the results of the awarding of the tender for the area, which led to the release of deferred tax liabilities recorded in relation to the consolidation differential determined during the aggregation.
It should be noted that, in July 2023, the purchase of a company branch operating in the natural gas distribution sector was finalised, which led to the posting of deferred tax liabilities equal to Euro 2,000.
Deferred tax liabilities mainly include the tax effects arising from the dynamics of depreciation on natural gas distribution networks. In calculating taxes, reference was made to the IRES rate and, where applicable, the IRAP rate in force, in relation to the tax period that includes the date 30 September 2023 and the time when any temporary differences are estimated to be reversed.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Pricoa bond loan | 7,575 | 0 |
| Outstanding short-term bonds | 7,575 | 0 |
The short-term bonds outstanding represent the portion of the Pricoa Capital Group bond issue maturing within 12 months, for more details please refer to the section 'Long-term Bonds Outstanding' in this interim report.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Payables due to banks | 176,700 | 64,005 |
| Current portion of medium-long-term loans | 118,601 | 119,280 |
| Payables due to banks and financing institutions | 295,301 | 183,285 |
Bank borrowings increased from Euro 183,285 thousand in the previous year to Euro 295,301 thousand in the reporting period, an increase of Euro 112,016 thousand. They consist of account balances due to banks and the short-term portion of loans.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Payables to suppliers | 21,498 | 24,912 |
| Payables to suppliers for invoices not yet received | 46,214 | 32,997 |
| Accounts payable by credit notes | 41 | 71,685 |
| Accounts payable for credit notes to be issued | 0 | 50,601 |
| Trade payables | 67,753 | 180,195 |
Trade payables recorded a decrease of Euro 112,442,000 mainly explained by lower credit notes issued and to be issued to customers. The amount of the credit notes is mainly explained by the effects of the, successive, Aid Law Decrees that provided for the application of discounts functional to calming bill increases. The regulation included the discount applied among the tariff components and, consequently, was regularised with them both with respect to sales companies operating in the territory where the Group's distribution company network is located and with respect to CSEA. The discount sanctioned and applied, being higher than the transportation tariff, resulted in the issuance of credit notes to the sales companies, in particular, in the last quarter of the year 2022 and in the first quarter of the year 2023, a period in which consumption by end customers is concentrated.
As at 30 September 2023, this effect waned to a residual customer debt of Euro 41,000.
The item trade payables includes payables recognised for suppliers of materials and services for the extension or maintenance of the natural gas distribution network, for the purchase of energy efficiency certificates for the achievement of assigned targets, and for the use of consulting services received during the reporting period.
It should be noted that the payables related to the purchase of energy efficiency bonds, necessary to achieve the energy saving goals to which the Group's distribution companies are subject, are calculated by valuing the quantity of bonds accrued up to the closing date of this interim report. The unit cost for securities not purchased at the end of the period is equal to the fair value of the prices recorded on the reference market, calculated as of 30 September 2023 as Euro 258.61 (Euro 261.7 as of 31 December 2022).
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| IRAP payables | 362 | 89 |
| IRES payables | 1,712 | 1,127 |
| Other tax payables | 30 | 119 |
| Tax payables | 2,103 | 1,336 |
Taxes payable increased from Euro 1,336 thousand in the previous year to Euro 2,103 thousand in the year under review, an increase of Euro 767 thousand.
Taxes payable include the liabilities accrued on the results for the year to the tax authorities for IRES and IRAP.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Advance payments from customers | 1,032 | 1,065 |
| Amounts due to parent companies for tax consolidation | 505 | 505 |
| Amounts due to social security institutions | 1,406 | 1,931 |
| Amounts due to employees | 4,967 | 4,355 |
| VAT payables | 3 | 503 |
| Payables to revenue office for withholding tax | 768 | 1,253 |
| Annual passive prepayments | 1,124 | 1,000 |
| Annual passive accruals | 3,382 | 2,173 |
| Payables due to CSEA | 7,276 | 2,989 |
| Other payables | 2,408 | 1,732 |
| Other current liabilities | 22,869 | 17,507 |
Other current liabilities increased from Euro 17,507,000 in 2022 to Euro 22,869,000 in the reporting period, an increase of Euro 5,362,000.
The change is mainly explained by higher payables to the Cassa per i Servizi Energetici e Ambientali (CSEA) for Euro 4,287 thousand in relation to tariff components related to natural gas transportation, as well as by the increase recorded in annual accrued expenses for Euro 1,209 thousand.
Advances from customers represent the amounts paid by users as contributions for allotment and connection works and the construction of thermal power plants in progress as at 30 September 2023.
Social security payables include payables related to accrued charges to social security institutions in respect of employees' and directors' employment accrued as at 30 September 2023 and not paid at the same date.
The item includes payables for untaken holiday days, monthly payments and bonuses accrued as of 30 September 2023 and not paid at the same date, as well as the relative contribution quota. The item shows an increase of Euro 612 thousand, going from Euro 4,355 thousand in 2022 to Euro 4,967 thousand in the year of reference.
VAT payables amounted to Euro 3,000 and decreased by Euro 500,000 compared to the previous year, mainly due to the dynamics of VAT settlements.
Other deferred income is mainly attributable to contributions received for the construction of the natural gas distribution network and connections to it.
Accrued expenses mainly refer to state fees and fees paid to the granting local authorities, for the extension of methane gas distribution concessions pending the celebration of tenders for allocation by area.
At the end of the reporting period, this item showed a balance of Euro 2,408,000, an increase of Euro 676,000 compared to the previous year.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Financial payables within 12 months | (0) | 29,744 |
| Payables to shareholders financial account | 3,354 | 4,280 |
| Financial payables related to IFRS 16 within 12 months | 569 | 887 |
| Current financial liabilities | 3,922 | 34,911 |
Current financial liabilities decreased from Euro 34,911 thousand in the year 2022 to Euro 3,922 thousand in the reporting period, showing a decrease of Euro 30,989 thousand, mainly due to the closure of factoring transactions of receivables with IFIS BANCA carried out in the last month of the year 2022.
Financial payables related to the application of IFRS 16 recorded a change of Euro 318,000 during the year mainly due to the payment of instalments for operating leases.
These represent financial payables due within twelve months for operating leases entered into for the rental of company premises and vehicles.
The following table shows the breakdown of the item at the end of each period examined:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Liabilities on electric energy derivatives | 16 | 164 |
| Current liabilities from derivative financial instruments | 16 | 164 |
At the end of the first nine months of the year, the item included the fair value of hedging contracts concerning the price of electricity produced by Asco EG's hydroelectric plants. With regard to the assets and liabilities related to derivative assets, please refer to the section "Risk Factors and Uncertainty" of this Interim Report on Operations in which the related effects are highlighted.
| # | Counterpart | Type of instrument | Underlying Commodity |
Trade date |
Effective date |
Expiry date |
Position | Contractual notion |
MtM (€/000) |
|---|---|---|---|---|---|---|---|---|---|
| 1 | Intesa Sanpaolo | Commodity Swap | Power IT Baseload 22-May-22 | 01-Jul-24 | 30-Sep-24 | Sell/Short | 2,208 Mwh | 0 | |
| 2 | Intesa Sanpaolo | Commodity Swap | Power IT Baseload 22-May-22 | 01-Oct-24 | 31-Dec-24 | Sell/Short | 2,209 Mwh | 9 | |
| 3 | Intesa Sanpaolo | Commodity Swap | Power IT Baseload 22-May-22 | 01-Oct-24 | 31-Dec-24 | Sell/Short | 2,209 Mwh | 7 | |
| Total | 16 |
It is specified that financial instruments measured at fair value belong to valuation hierarchy level 2.
The following table shows a breakdown of the items comprising the item, by asset category, at the end of the periods examined:
| Nine months | ||
|---|---|---|
| (Thousands of Euro) | 2023 | 2022 |
| Revenues from gas transportation | 91,754 | 85,690 |
| Revenues from the sale of eletricity | 137 | 351 |
| Revenues from connections | 702 | 599 |
| Revenues from distribution services | 3,348 | 3,324 |
| Revenues from services supplied to Group companies | 2,984 | 11,728 |
| Revenues from ARERA contributions | 11,885 | 6,775 |
| Revenues from hydroeletric - wind power plant | 11,756 | 8,018 |
| Other revenues | 2,587 | 3,524 |
| Revenues | 125,153 | 120,009 |
In the first nine months of 2023, revenues amounted to Euro 125,153 thousand, showing an increase of Euro 5,144 thousand compared to the same period of the previous year, when they amounted to Euro 120,009 thousand. We report that substantially all of Ascopiave Group's revenues are realised in Italy.
The enlargement of the consolidation perimeter, which took place with the acquisitions finalised on 1 April 2022, resulted in the recognition of revenues for the acquired companies in the first quarter of 2023 in the amount of Euro 4,485 thousand. With the same consolidation perimeter, however, the Group's revenues amounted to Euro 120,668 thousand, an increase of Euro 659 thousand compared to the period under comparison.
The increase, partially offset by the decrease in revenues from services rendered to Group companies for Euro 9,117 thousand, is mainly explained by higher revenues realised for gas transportation for Euro 2,579 thousand, for the achievement of energy saving goals for Euro 5,131 thousand, and for higher sales of energy produced from renewable sources for Euro 3,738 thousand.
With equal consolidation perimeter, the natural gas transport service on the distribution network generated revenues for Euro 88,270 thousands, showing an increase equal to Euro 2,579 thousands compared to the first nine months of the previous financial year. The enlargement of the consolidation perimeter, specifically from 1 April 2022 of Romeo Gas S.p.A. and Serenissima Gas S.p.A., determined, with reference to the first quarter of 2023, the posting of revenues from the new companies for Euro 3,484 thousands. The restriction on total revenues is determined, for each year, according to the number of active redelivery points actually served in the year of reference by the company, as well as the reference tariff whose values are set and published by ARERA.
With equal consolidation perimeter, the revenues from services provided by distributors are equal to Euro 2,853 thousands, with a decrease compared to the same period of comparison equal to Euro 471 thousands. During the first three months of 2023, the enlargement of the consolidation perimeter determined the inscription of revenues achieved by Romeo Gas S.p.A. and Serenissima Gas S.p.A. for an amount equal to Euro 495 thousands, while the total revenues achieved by the Group at the end of the reference period are equal to Euro 3,348 thousands.
Compared to the first nine months of the previous year, with equal consolidation perimeter, revenues for services rendered to Group companies decreased by Euro 9,117 thousand to Euro 2,611 thousand as of 30 September 2023. For the same item, the enlargement of the consolidation perimeter resulted in the recording of revenues for Euro 373 thousand, thus determining an overall decrease of Euro 8,744 thousand. The change is mainly related to the recognition in the first half of 2022 of revenues for Euro 6,544 thousand that the associated companies, object of the partnership carried out in the 2019 financial year with the Hera Group, paid due to the early termination of some service contracts. The residual difference is partly explained by the termination of some services rendered by the parent company
Ascopiave S.p.A. to the associated companies, object of the partnership carried out in financial year 2019 with the Hera Group.
At the end of the reference period, contributions from the Regulatory Authority for Energy, Networks and Environment amounted to Euro 11,885 thousands, showing an increase of Euro 5,111 thousands compared to the same period of the previous year. The increase is mainly explained by the increase in the efficiency and energy saving goals assigned to the Group's distribution companies compared to the previous financial year, as well as by the addition of the contributions accrued by the subsidiary AP Reti Gas Nord Est S.r.l. for the goals formally assigned by the Authority for the financial year 2023.
In the previous years, in fact, the company AP Reti Gas Nord Est S.r.l., despite the fact that due to its size and volumes managed it was potentially obliged to achieve energy saving targets, was not formally counted among the obliged companies. It was only at the end of the year 2022 that the Authority formally assigned it the energy efficiency and savings target. In the period under comparison, the burden that the company might have suffered was therefore set aside in the provisions for risks and charges.
Contributions are recognised for the achievement of the targets set by the Authority itself on energy savings and published by means of a resolution defining the specific primary energy savings obligations for obligated distributors. The contributions recorded as at 30 September 2023 are counted by valuing the quantities of energy efficiency certificates accrued with respect to the 2023 target (regulatory period June 2023 - May 2024). Consequently, the unit contribution used for the economic quantification of the fulfilment is equal to the fair value of the projected contribution for the accruing contributions, as of 30 September 2023 equal to Euro 250, in line with the figure as of 30 September 2022.
In the first nine months of the financial year, revenues from the sale of electrical energy produced from renewable sources, in particular hydroelectric and wind power, amounted to Euro 11,756 thousand, an increase of Euro 3,738 thousand compared to the same period of the previous financial year. The increase is mainly explained by the higher rainfall recorded, with particular reference to the second quarter of the year. Revenues from sales of electricity produced from renewable sources were significantly impacted by the effects of the Sostegni-ter decree (DL 4/2022) issued by the government during the first quarter of the financial year 2022. The decree provided for a substantial cap on the sale prices of electricity produced, also incorporating producers of energy from renewable sources. The decree, effective from 1 February 2022, remained in force until 30 June 2023. According to the provisions of the aforementioned decree, the revenue adjustment was quantified and applied to plants that the Gestore Servizi Energetici (GSE) indicated as being included in the scope determined by the decree.
The item other revenues shows a decrease of Euro 938 thousand, going from Euro 3,519 thousand in the first nine months of 2022, to Euro 2,580 thousand in the reference period. It should be noted that the enlargement of the consolidation perimeter determined the posting of other revenues amounting to Euro 85 thousand and, with equal consolidation perimeter, a decrease of the item amounting to Euro 1,023 thousand. The change is mainly explained by lower contributions collected for activities carried out in the field of safety of natural gas distribution plants for Euro 1,329 thousand. As of the closing date of this report, ARERA has not in fact deliberated the amount of bonuses and penalties charged to distributors.
The following table shows the costs related to the purchase of other raw materials for the periods examined:
| Nine months | |||
|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | |
| Purchase of other raw material | 1,234 | 1,659 | |
| Purchase costs for other raw materials | 1,234 | 1,659 |
At the end of the reference period, the costs sustained for the purchase of other raw materials amounted to Euro 1,234 thousand, showing a decrease compared to the same period of the previous year, equal to Euro 425 thousand. The enlargement of the consolidation perimeter determined, during the first three months of 2023, the inscription of the costs sustained by Romeo Gas S.p.A. and Serenissima Gas S.p.A. for an amount equal to Euro 614 thousands.
The item mainly includes costs for the purchase of materials used for the maintenance of infrastructures for the distribution of natural gas, the odorization of the same, as well as costs for the purchase of natural gas for the operation of cogeneration and heat supply plants managed by the Group.
The following table provides a breakdown of the costs for services incurred during the periods examined:
| Nine months | ||
|---|---|---|
| (Thousands of Euro) | 2023 | 2022 |
| Costs for counting meters reading | 1,551 | 663 |
| Maintenance and repairs | 2,967 | 3,460 |
| Consulting services | 2,328 | 4,801 |
| Commercial services and advertisement | 92 | 118 |
| Sundry suppliers | 2,301 | 3,050 |
| Directors' and Statutory Auditors' fees | 1,049 | 1,178 |
| Insurances | 892 | 794 |
| Personnel costs | 492 | 616 |
| Other managing expenses | 1,527 | 1,677 |
| Costs for use of third-party assets | 23,602 | 21,259 |
| Costs for services | 36,840 | 37,617 |
With equal consolidation perimeter, the costs for services incurred during the first nine months of the year amounted to Euro 34,853 thousand, showing a decrease of Euro 2,764 thousand compared to the previous year. In the first three months of the year, the enlargement of the consolidation perimeter determined the entry of costs for services incurred by the companies acquired on 1 April 2022, for Euro 1,986 thousand.
On a like-for-like basis, costs incurred for meter reading, amounting to Euro 1,494 thousand, show an increase of Euro 831 thousand compared to the previous year (Euro 663 thousand at 30 September 2022). This increase is affected by the effects of Arera Resolution 269/2022/R/GAS of 21 June 2022, which came into force in April 2023, which provides for the revision of the regulation of the metering service by envisaging indemnities in favour of end customers in the event of non-compliance with the method of collecting readings. It should be noted that these indemnities will be partially covered by the equalisation calculation. The enlargement of the consolidation perimeter led to the entry of costs in the amount of Euro 56 thousand.
With the same consolidation perimeter, maintenance and repair costs decreased from Euro 3,460 thousand in the period under comparison to Euro 2,854 thousand in the reference period, a decrease of Euro 606 thousand. The enlargement of the perimeter determined the entry of costs for Euro 113 thousand. The item mainly includes costs related to software fees and costs incurred for the ordinary maintenance of plants.
The enlargement of the consolidation perimeter led to the posting of costs for consulting services amounting to Euro 361 thousand. With equal consolidation perimeter, the costs for consulting services amounted to Euro 1,967 thousand, showing a decrease of Euro 2,834 thousand compared to the same period of the previous year. The change is partly explained by the costs incurred in connection with the extraordinary transactions carried out in the previous year.
At the end of the first nine months of the financial year, with equal consolidation perimeter, the costs sustained for supplies amount to Euro 2,095 thousand, showing a decrease equal to Euro 955 thousand compared to the period under comparison. The change recorded is mainly explained by the natural gas and electricity tariffs trends, which reached their maximum values during the previous financial year and then decreased in January 2023. The enlargement of the consolidation perimeter led to the posting of costs for utilities equal to Euro 206 thousand.
With equal consolidation perimeter, lease and rental costs sustained in the first nine months of the financial year amounted to Euro 22,510 thousand, showing an increase of Euro 1,251 thousand compared to the same period of the previous financial year. The enlargement of the consolidation perimeter determined the posting of costs for the use of third-party assets sustained by the companies acquired on 1 April 2022 for Euro 1,092 thousand. The item mainly includes
fees paid to local entities for the management of natural gas distribution concessions and in relation to hydroelectric and wind power plants located within the territories of the same Towns.
The following table provides a breakdown of personnel costs for the periods examined:
| Nine months | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | ||
| Wages and salaries | 16,999 | 15,724 | ||
| Social security contributions | 5,250 | 5,054 | ||
| Severance indemnity | 1,145 | 1,340 | ||
| Other costs | 5 | 46 | ||
| Capitalized personnel costs | (7,192) | (7,330) | ||
| Personnel costs | 16,207 | 14,834 |
Personnel costs are expressed net of costs capitalised by natural gas distribution companies against increases in intangible fixed assets for work carried out on a time and materials basis; these are directly attributed to the construction of infrastructures suitable for natural gas distribution and entered under assets.
In the first quarter of the year, the enlargement of the scope of consolidation resulted in the recognition of the costs incurred by the companies acquired on 1 April 2022, in the amount of Euro 408,000.
With the same scope of consolidation, personnel costs increased from Euro 22,164 thousand in the comparison period to Euro 22,991 thousand in the reference period, an increase of Euro 827 thousand.
It should be noted that as of 30 September 2023, costs accrued during the year for long-term incentive plans in the amount of Euro 376 thousand and short-term incentive plans in the amount of Euro 447 thousand were recognised. It should also be noted that, in compliance with IFRS 2, the cost of long-term incentive plans has been set off against equity reserves. Specifically, Euro 55 thousand for the portion to be paid in shares and Euro 321 thousand in retirement reserves for the portion to be paid in cash. The amounts recognised in relation to long-term incentive plans refer to the third year of the three-year period 2021-2023, the period defined by the plans for the vesting of the bonus.
With the same consolidation perimeter, capitalised personnel costs recorded a decrease of Euro 207,000, from Euro 7,330,000 in the period under comparison, to Euro 7,123,000 in the year under reference. Capitalised personnel costs of the companies subject to the enlargement of the consolidation perimeter amounted to Euro 70 thousand. As a result, personnel costs increased by a total of Euro 1,373,000.
| Descripion | 30.09.2023 | Enlargement of the perimeter |
With the same perimeter |
30.09.2022 |
|---|---|---|---|---|
| Managers (average) | 13 | 0 | 13 | 14 |
| Office workers (average) | 318 | 4 | 314 | 311 |
| Manual workers (average) | 174 | 4 | 170 | 159 |
| No. of staff employed (average) | 505 | 8 | 497 | 484 |
The table below shows the average number of Group employees by category for the periods under comparison:
The enlargement of the consolidation perimeter led to an increase in the Group's workforce of 8 employees. We point out that, in relation to the number of resources related to the enlargement of the consolidation perimeter, the above table represents the personnel of Romeo Gas S.p.A. and Serenissima S.p.A. proportionate to the first quarter 2023 only.
| Nine months | |||||
|---|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | |||
| Provision for risks on credits | 296 | 0 | |||
| Other provisions | 0 | 114 | |||
| Membership and ARERA fees | 554 | 555 | |||
| Capital losses | 2,351 | 1,141 | |||
| Extraordinary losses | 769 | 163 | |||
| Other taxes | 1,526 | 1,339 | |||
| Other costs | 769 | 912 | |||
| Costs of contracts | 1,465 | 1,546 | |||
| Energy efficency certificates | 12,139 | 6,718 | |||
| Other management costs | 19,870 | 12,488 |
The following table details other operating costs for the periods examined:
With equal consolidation perimeter, other operating costs increased from Euro 12,488 thousand in the first nine months of 2022 to Euro 19,745 thousand in the first nine months of 2022, showing an increase of Euro 7,257 thousand. The recorded increase is mainly explained by the higher costs incurred for the purchase of energy efficiency certificates (Euro + 5,442 thousand) related to the higher efficiency and energy saving goals to which the companies of the Group are obliged to comply with and by the higher capital losses for Euro 1,209 thousand.
As already mentioned in the previous paragraphs, it should be noted that during the financial year 2022 the Authority formally assigned, for the year 2023, the efficiency and energy saving goal also to the subsidiary AP Reti Gas Nord Est S.r.l., determining the recognition of the relative costs. In previous years the Company, despite the fact that due to its size and volumes managed it was potentially obliged to achieve energy saving targets, was not formally included among the obliged companies. The burden that the Company might have suffered was consequently set aside in the provisions for risks and charges. The recognition of costs related to the achievement of the 2023 calendar year targets, referring to the first nine months, amounted to Euro 2,934,000.
The costs recognised at the end of the period for the purchase of energy efficiency bonds are calculated by valuing the quantity of bonds accrued with respect to the 2023 target (regulatory period June 2023 - May 2024). The unit cost for the securities not purchased at the closing date of this report is equal to the fair value of the prices recorded in the reference market, calculated as of 30 September 2023 to be Euro 258.61 (Euro 261.7 as of 30 September 2022).
It should be noted that the increase in capital losses recognised during the first nine months of the year is mainly explained by the replacement of meters carried out by natural gas distribution companies.
The enlargement of the scope of consolidation resulted in the recognition of other operating costs incurred by the companies acquired on 1 April 2022 in the amount of Euro 124,000.
The following table provides a breakdown of other operating income for the periods examined:
| Nine months | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | ||
| Other income | 4,269 | 155 | ||
| Other income | 4,269 | 155 |
At the end of the first nine months of the year, other operating income, on a like-for-like basis, increased by Euro 4,175,000, from Euro 155,000 at 30 September 2023, to Euro 4,329,000 in the reporting period.
The recorded increase is mainly explained by the inscription of the surplus value, equal to Euro 3,154,000, generated
following the transfer of the gas distribution plants of Atem Udine 2 to the new concessionaire following the awarding of the tender.
The item also includes the capital gain, equal to Euro 892,000, accrued in relation to the sale of Romeo 2 S.r.l., which took place as part of the broader operation of rationalisation of natural gas distribution concessions carried out with Iren S.p.A., described among the significant events of this interim report.
The following table shows the details of depreciation for the periods examined:
| Nine months | ||
|---|---|---|
| (Thousands of Euro) | 2023 | 2022 |
| Intangible fixed assets | 28,611 | 26,636 |
| Tangible fixed assets | 5,900 | 5,869 |
| Amortization of rights of use | 924 | 861 |
| Amortization and depreciation | 35,435 | 33,367 |
With equal consolidation perimeter, amortisation and depreciation recorded an increase of Euro 820 thousand compared to the first nine months of the previous financial year, going from Euro 33,367 thousand in the first nine months of the previous financial year to Euro 34,187 thousand at 30 September 2023. The enlargement of the consolidation perimeter determined the entry of the amortisation quotas accrued in the first quarter of the year in the companies acquired on 1 April, equal to Euro 1,248 thousand.
The following table provides a breakdown of financial income and expenses for the periods examined:
| Nine months | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | ||
| Interest income on bank and post office accounts | 148 | 0 | ||
| Other interest income | 1,438 | 50 | ||
| Distribution of dividends from controlled companies | 4,228 | 4,306 | ||
| Other financial income | 48 | 133 | ||
| Financial income | 5,862 | 4,489 | ||
| Interest expense on banks | 4,053 | 510 | ||
| Interest expense on loans | 4,267 | 1,972 | ||
| Other financial expenses | 1,537 | 1,188 | ||
| Financial charges | 9,857 | 3,670 | ||
| Evaluation of subsidiary companies with net equity | ||||
| method | 910 | 10,503 | ||
| Evaluation of subsidiary companies with the net | ||||
| equity method | 910 | 10,503 | ||
| Total net financial expenses | (3,085) | 11,323 |
At the end of the first nine months of the year, financial income and expenses showed a negative balance of Euro 3,085 thousand, which, compared to the positive balance of Euro 11,323 thousand of the previous period, shows a decrease
of Euro 14,408 thousand. The change is mainly explained by the contraction of the results achieved by the companies accounted for with the net equity method, which recorded a decrease of Euro 9,593 thousand.
The enlargement of the scope of consolidation, with the recognition of the net financial expenses accrued by the companies acquired on 1 April 2022, resulted in the recognition of expenses of Euro 44,000.
With equal consolidation perimeter, financial income showed an increase of Euro 1,372 thousand at the end of the first nine months of the year compared to the same period of the previous year. The increase is mainly explained by the recognition of the discount applied at the time of the acquisition of tax credits from the 110% superbonus, which led to the recognition of financial income for a total of Euro 1,300 thousand.
At the end of the period examined, with equal consolidation perimeter, financial expenses amounted to Euro 9,813 thousand, an increase of Euro 6,143 thousand compared to the first nine months of the financial year under comparison. The increase in financial expenses was mainly due to higher interest expenses accrued on short- and medium-/longterm loans at variable rates due to the increase in interest rates starting from the last months of 2022, as well as to the increase in indebtedness.
The item share of profit/(loss) of companies accounted for using the net equity method includes the consolidated profits accrued by the affiliate Estenergy S.p.A., a company 40% owned by the Ascopiave Group, as well as Cogeide S.p.A. 18% owned by the Ascopiave Group. At the end of the first nine months of the year, the consolidated results of the affiliated companies, equal to Euro 910 thousands, show a decrease equal to Euro 9,593 thousands as compared to the same period of the previous year.
The following table shows the composition of income taxes for the periods examined, distinguishing the current component from the deferred and prepaid component:
| Nine months | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | ||
| IRES current taxes | (4,286) | (7,015) | ||
| IRAP current taxes | (1,333) | (1,210) | ||
| (Advance)/Deferred taxes | 2,821 | 1,373 | ||
| Substitute tax | (68) | (22) | ||
| Taxes for the period | (2,375) | (7,090) |
Taxes accrued, with equal consolidation perimeter, decreased from Euro 7,090 thousand in the first nine months of the previous year to Euro 2,408 thousand in the period under review, recording a decrease of Euro 4,682 thousand. We would like to point out that the decrease is partly explained by the inscription, at the end of the first nine months of the previous year, of the extraordinary contribution on energy extra-profits, sanctioned by Law Decree 21 of 21 March 2022, that the company Asco EG S.p.A. had to pay to the Treasury. The total amount of the contribution was Euro 1,515 thousand.
The following table shows the incidence of income taxes on the pre-tax result for the periods examined:
| Nine months | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | ||
| Earnings before tax | 16,753 | 31,521 | ||
| Taxes for the period | 2,375 | 7,090 | ||
| Impact on earnings before tax | 14.2% | 22.5% |
The tax rate recorded at 30 September 2023 was 14.2%, while at the end of the first nine months of the previous year it was 22.5%. The tax rate, calculated by normalising the pre-tax result of the effects of the consolidation of companies consolidated using the equity method, dividends received from investee companies, the capital gain realised as part of the rationalisation of gas distribution concessions, and the related tax effects, went from 33.4% in the first nine months of 2022 to the current 33.7%.
The following table details the net result of assets held for sale for the periods examined:
| Nine months | ||||
|---|---|---|---|---|
| (Thousands of Euro) | 2023 | 2022 | ||
| Result of assets held for sale | 56 | 861 | ||
| Net result of assets held for sale | 56 | 861 |
The net result of assets held for sale as of 30 September 2023 is equal to Euro 56 thousand. It includes the economic result achieved in January by the branches object of the rationalisation operation of the natural gas distribution concessions finalised with the Iren Group on 31 January 2023, as well as the result accrued during the first quarter of the year by the natural gas distribution concessions that were subject to delivery on 1 April 2023 following the awarding of the tender related to the Udine 2 Atem.
For a better view of the economic and financial performance of the companies reclassified in accordance with IFRS 5, please refer to the section 'Economic and financial performance of companies held for sale'.
Pursuant to CONSOB communication no. 15519/2005, we report that the results for the first nine months of 2022 included non-recurring revenues totalling Euro 6,544 thousand. During this period, the associated companies, controlled by Estenergy S.p.A., and Amgas Blu S.r.l. (subject of the partnership transaction involving the Ascopiave Group and the Hera Group in 2019), communicated, within the contractual terms, the early termination of some service contracts in place between the parent company and the same companies. This termination resulted in the recognition of the fair value of the penalties contractually provided for in favour of Ascopiave S.p.A..
Pursuant to Consob Communication No. DEM/6064296 of 28 July 2006, it should be noted that no atypical and/or unusual transactions took place during the first nine months of the financial year.
The table below shows the income statement of the assets reclassified pursuant to IFRS 5 as held for sale. These data represent the result accrued during the month of January on the branches of Romeo Gas S.p.A. and Edigas Distribuzione Gas S.p.A., which were subject to sale as a result of the finalisation of the rationalisation agreement of the natural gas distribution concessions between Ascopiave and Iren on 31 January 2023.
They also represent the result accrued during the first quarter of the year from the natural gas distribution concessions that were subject to delivery on 1 April 2023 following the awarding of the tender related to the Udine 2 Atem.
With respect to the results of Asco TLC S.p.A., the merger project into Acantho S.p.A. is effective as of 1 January 2023 and therefore the economic result has not been consolidated, while the dividend of Euro 689 thousand is shown under financial income.
| (Thousands of Euro) | 30.09.2023 |
|---|---|
| Revenues | 577 |
| Total operating income and costs | 381 |
| Purchase costs for other raw materials | 70 |
| Costs for services | 148 |
| Costs for personnel | 68 |
| Other management costs | 94 |
| Other income | 0 |
| Amortization and depreciation | 97 |
| Operating result | 99 |
| Financial income | 0 |
| Financial charges | 4 |
| Share of profit/(loss) companies accounted for | 0 |
| Earnings before tax | 95 |
| Taxes for the period | 39 |
| Result for the period | 56 |
The table below shows the balance sheet balances as of 30 September 2023 of the assets reclassified in accordance with IFRS 5 as held for sale. These figures represent the assets and liabilities of Asco TLC S.p.A. that will be merged into Acantho S.p.A.
| 30.09.2023 |
|---|
| 13,989 |
| 500 |
| 10,939 |
| 86 |
| 180 |
| 25,695 |
| 683 |
| 1,621 |
| 1,746 |
| 267 |
| 4,317 |
| 30,011 |
| 14 |
| 574 |
| 394 |
| 157 |
| 1,139 |
| 436 |
| 942 |
| 105 |
| 1,484 |
| 2,622 |
On 14 March 2023, the Hera Group, through its subsidiary Acantho, and the Ascopiave Group finalised the acquisition of 92% of the shares of Asco TLC, with stakes of 36.8% and 55.2% respectively. The closing follows the award, at the end of November 2022, of the public tender procedure called by Asco Holding for the sale of 92% of the shares in Asco TLC, held by Asco Holding itself and the Treviso-Belluno Chamber of Commerce, and the subsequent signing on 29 December 2022 of the related contractual documentation between the Hera Group and the Ascopiave Group. The acquisition price, settled in cash, is Euro 37,168 thousand, of which Euro 22,301 thousand paid by Ascopiave S.p.A..
Asco TLC, a company that has been active since 2001 in the provision of ICT services mainly to corporate customers and public administrations, has a significant proprietary territorial network, located in the Veneto and Friuli-Venezia Giulia regions for more than 2,200 km of fibre optic backbones, 56 radio links and 24 xDSL exchanges in unbundling, and provides its services to more than 2,700 customers.
The higher value paid compared to the book values of equity at the acquisition date was prudentially allocated to goodwill.
The business combination was provisionally accounted for as of 31 March 2023 in accordance with IFRS 3.62. Specifically, the fair values assigned to the identifiable assets and liabilities in ASCO TLC S.p.A. at the acquisition date
are as follows:
| (Thousands of Euro) | Pro-quota accounting values |
Higher allocated values |
Fair values found at acquisition |
|---|---|---|---|
| Other Intangible assets | 301 | 301 | |
| Tangible assets | 6,083 | 6,083 | |
| Other non-current ascets | 47 | 47 | |
| Advance tax receivables | 121 | 121 | |
| Non-current assets | 6,552 | 6,552 | |
| Inventories | 520 | 520 | |
| Trade receivables | 929 | 929 | |
| Other current assets | 823 | 823 | |
| Tax receivables | 148 | 148 | |
| Cash and cash equivalents | 973 | 973 | |
| Current assets | 3,392 | 3,392 | |
| Assets | 9,944 | 9,944 | |
| Provisions for risks and charges | 8 | 8 | |
| Severance indermity | 319 | 319 | |
| Other non-current liabilities | 226 | 226 | |
| Non-current financial liabilities | 61 | 61 | |
| Non-current liabilities | 614 | 614 | |
| Trade payables | 486 | 486 | |
| Other current liabilities | 464 | 464 | |
| Current financial liabilities | 33 | 33 | |
| Current liabilities | 1,019 | 1,019 | |
| Liabilities | 1,633 | 1,633 | |
| Total assets / Ilabilities of the acquired compary | 8,311 | ||
| Goodwill arising from the acquisition | 13,989 | ||
| Total cost of the acquisition | 22,301 | ||
| Total net liquidity of the company | 1,763 | ||
| Payments | 22,301 | ||
| Net liquidity absorbed by the acquisition | 20,538 |
For more information on the acquisition, please refer to the section "Significant events during the first nine months of the financial year 2023" and the section "Significant events after the end of the first nine months of the financial year 2023" of this interim report.
On 31 January 2023, Ascopiave and Iren finalised the rationalisation transaction of some assets within the natural gas distribution service; in particular, with this transaction, the Ascopiave Group acquired the remaining 19.7% shares of Romeo Gas S.p.A., thus holding 100% of the company.
The higher value paid with respect to the book values of the net worth was reflected in the higher value recognised in the acquired assets in the amount of Euro 3,357,000 net of the tax effect.
On 14 April 2023, the Shareholders' Meeting of the subsidiary Morina S.r.l. resolved to cover the losses accrued during the financial year 2022 and the first quarter of 2023. The coverage of the losses required the use of the company's entire shareholders' equity as well as the payment by the shareholders of the remaining portion. The shareholders' meeting also resolved to reconstitute the share capital by subscription of the Shareholders in proportion to their shareholding. The majority shareholder Asco Renewables S.p.A., a company of the Ascopiave Group, also offered to underwrite the shares of shareholders who were not interested.
On 17 May, after the term established by the Shareholders' Meeting had expired and there were no subscriptions by the other entitled Shareholders, Asco Renewables S.p.A. took over the subscription of the remaining shares, becoming the sole Shareholder of Morina S.r.l..
During the month of July, the Ascopiave Group acquired a company branch, concerning a natural gas distribution network in the province of Pavia, from Retragas. This acquisition, already envisaged as part of the broader transaction involving Romeo Gas, took place following the transformation of the same infrastructure from a transportation network to a natural gas distribution network.
The higher value paid compared to the book values of equity at the acquisition date was prudentially allocated to goodwill.
The business combination was provisionally accounted for as of 30 September 2023 in accordance with IFRS 3.62.
Specifically, the fair values assigned to the identifiable assets and liabilities of the branch at the acquisition date are as follows:
| (Thousands of Euro) | Accounting values | Higher allocated values |
Fair values found at acquisition |
|
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Other Intangible assets | 763 | 763 | ||
| Advance tax receivables | 65 | 65 | ||
| Non-current assets | 829 | 0 | 829 | |
| Current assets | 0 | 0 | 0 | |
| Assets | 829 | 0 | 829 | |
| Liabilities | ||||
| Non-current liabilities | ||||
| Deferred Taxes Payable | 2 | 2 | ||
| Non-current liabilities | 2 | 0 | 2 | |
| Current liabilities | 0 | 0 | 0 | |
| Liabilities | 2 | 0 | 2 | |
| Total assets / Ilabilities of the acquired compary | 827 | 0 | 827 | |
| Goodwill arising from the acquisition | 381 | |||
| Total cost of the acquisition | 1,207 | |||
| Financial credit recorded as an adjustment to the operation * | 131 | |||
| Payments | 1,338 | |||
| Net liquidity absorbed by the acquisition | 1,207 |
* it should be noted that the financial receivable recorded as a settlement of the transaction, as of the date of publication of this interim report, is being verified pursuant to the contractual agreements signed.
The Group has provided the following guarantees as at 30 September 2023:
Guarantees held by companies within the scope of consolidation:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| On credit lines | 6,307 | 6,307 |
| On execution of works (letter of comfort) | 4,673 | 6,710 |
| On distribution concession (letter of comfort) | 6,509 | 6,206 |
| On purchase/sale of shares (letter of comfort) | 0 | 4,832 |
| On lease agreements | 0 | 13 |
| On concessions for water derivations for hydroelectric use | 53 | 912 |
| On the sale of energy produced from renewable sources | 120 | 120 |
| On occupation of public spaces and areas | 0 | 106 |
| On renewable energy production plants | 6,053 | 6,168 |
| Total | 23,715 | 31,374 |
Load guarantees issued by Ascopiave S.p.A. in favour of associated companies:
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Patronage to cover the obligations deriving from the related relationships | 17,792 | 28,375 |
| On UTF offices and regions for taxes on gas (letter of comfort) | 1,850 | 1,850 |
| Total | 19,642 | 30,225 |
Ascopiave received an active guarantee from Hera S.p.A., equal to Euro 962 thousand, in relation to sureties issued by the affiliate Blue Meta S.p.A. to the technical finance offices and regions for consumption taxes on natural gas.
Load guarantees issued by Ascopiave S.p.A. in favour of transferred companies:
| (Thousands of Euro) | 30.09.2023 |
|---|---|
| On execution of works (letter of comfort) | 100 |
| On telecommunications activities | 211 |
| Total | 311 |
The table above shows the guarantees given by Asco TLC S.p.A.. We would like to point out that these include Euro 100 thousand of guarantees issued by Ascopiave S.p.A..
Pursuant to Article 2427, paragraph 1, item 22-ter of the Italian Civil Code, introduced by Legislative Decree 173 on 23 November 2008, we report that the company does not have any agreements that are not reflected in the balance sheet.
The Group's operating activities are financed mainly by resorting to short and medium/long-term bank loans, the issuance of bonds, hire purchase agreements and on-demand and short-term bank deposits. Recourse to these forms of financing, being partly at variable rates, exposes the Group to the risk of interest rate fluctuations, which then determine possible changes in financial expenses.
Operating activities, on the other hand, expose the Group to possible credit risks with counterparties.
The Group is also subject to liquidity risk, as the available financial resources may not be sufficient to meet its financial obligations on the terms and deadlines envisaged.
The Board of Directors reviews and agrees on policies to manage these risks, described below.
The Group manages its liquidity needs by means of temporary credit lines and short-term loans at variable rates, which, due to their continuous fluctuation, do not allow for easy hedging against interest rate risk, by means of medium/longterm loans with fixed and variable rates and by issuing bonds with fixed rates.
The medium- and long-term loans managed by the Group, regulated at both variable and fixed rates, present a residual debt at 30 September 2023 of Euro 271,542 thousand and maturities between 1 October 2023 and 30 June 2040.
The medium/long-term bank loans at variable interest rates have a repayment term between 2023 and 2030, and as of 30 September 2023 had a total residual debt of Euro 183,007 thousand (Euro 219,416 thousand as of 31 December 2022), of which Euro 101,222 thousand was hedged by underwriting financial derivatives, for which the interest rate risk was therefore sterilised.
It should be noted that as of 30 September 2023, the derivative instruments hedging the risk of interest rate fluctuations, relative to the loans underwritten with BNL, Credit Agricole - Friuladria, Intesa Sanpaolo and Mediobanca, detailed in paragraphs no. 14 "Current assets on derivative financial instruments" and no. 29 "Current liabilities on derivative financial instruments", showed an overall positive mark-to-market of Euro 5,030 thousand and were effective.
The loans signed with BNL, Cassa Centrale Banca and Intesa Sanpaolo, and the loan signed by the subsidiary Salinella
Eolico with Iccrea Banca, with a residual debt at the end of the period of Euro 88,832 thousand, as well as the bond loan with a residual debt at the end of the period of Euro 95,000 thousand, are not exposed to interest rate risk, as they provide for the application of a fixed rate.
The loans represented are subject to financial covenants.
For further details, please refer to section no. 19 "Medium- and long-term loans".
The following table shows the impact on the Group's pre-tax profit of possible changes in interest rates in a reasonably possible range.
| (Thousands of Euro) | I qtr 2023 | II qtr 2023 | III qtr 2023 |
|---|---|---|---|
| Net Financial Position 2023 | (421,040) | (465,890) | (513,205) |
| Borrowing rates of interest | 0.926% | 1.295% | 0.935% |
| Lending rates of interest | 1.91% | 2.56% | 2.80% |
| Borrowing rate of interest plus 200 basis points | 2.93% | 3.29% | 2.94% |
| Lending rates of interest plus 200 basis points | 3.91% | 4.56% | 4.80% |
| Borrowing rate of interest reduced of 50 basis points | 0.43% | 0.79% | 0.44% |
| Lending rates of interest reduced of 50 basis points | 1.41% | 2.06% | 2.30% |
| Net Financial Position recalculated with the increase of 200 basis points | (423,116) | (468,213) | (515,792) |
| Net Financial Position recalculated with decrease of 50 basis points | (420,521) | (465,309) | (512,558) |
| Effect on pre-tax result of the increase of 200 basis points | (2,076) | (2,323) | (2,587) |
| Effect on pre-tax result of the decrease of 50 basis points | 519 | 581 | 647 |
The sensitivity analysis, obtained by simulating a change in the interest rates applied to the Group's average Net Financial Position for each quarter equal to 50 basis points in decrease and equal to 200 basis points in increase, keeping all other variables constant, leads to an estimate of an effect on the pre-tax result between a worsening of Euro 6,987 thousand and an improvement of Euro 1,747 thousand.
Within the gas distribution business, the Group provides its business services to a limited number of gas operators, whose non-payment or delayed payment of fees could negatively affect their economic results and financial equilibrium, but credit protection is supported by the application of the guarantee mechanisms provided for by the Network Code.
Liquidity risk represents the Group's inability to meet its financial obligations, in the terms and deadlines envisaged, with the financial resources available, due to the impossibility of raising new funds or liquidating assets on the market, determining an impact on the economic result if the Group is forced to incur additional costs to meet its commitments, or a situation of insolvency with consequent risk for the business activity.
The Group constantly strives to maintain maximum balance and flexibility between financing sources and uses, minimising this risk. The two main factors influencing the Group's liquidity are, on the one hand, the resources generated or absorbed by operating or investment activities, and on the other, the maturity and renewal characteristics of debt.
The Ascopiave Group carries out activities in the gas sector that are subject to regulation. The directives and regulatory measures issued on the subject by the European Union and the Italian Government and the decisions of the Authority for Electricity, Gas and the Water System may have a significant impact on operations, economic results and financial equilibrium. Future changes in the regulatory policies adopted by the European Union or at a national level could have unforeseen repercussions on the regulatory framework of reference and, consequently, on the Group's activities and results.
The primary goal of the Group's capital management is to ensure that a sound credit rating and adequate capital indicator levels are maintained. The Group may adjust dividends paid to shareholders, redeem capital or issue new shares.
The Group verifies its capital by comparing its total net financial position to equity.
The Group's net debt includes interest-bearing loans and other financial liabilities, net of cash and cash equivalents.
| (Thousands of Euro) | 30.09.2023 | 31.12.2022 |
|---|---|---|
| Short-term net financial position | 282,586 | 134,786 |
| Medium / long-term net financial position | 243,265 | 277,071 |
| Net Financial Position | 525,851 | 411,857 |
| Share capital | 234,412 | 234,412 |
| Own shares | (55,423) | (55,423) |
| Reserves | 656,630 | 674,750 |
| Undistributed net profit | 14,435 | 32,664 |
| Total Net equity | 850,054 | 886,403 |
| Total sources of funding | 1,351,905 | 1,298,260 |
| Net financial position / Net equity ratio | 0.62 | 0.46 |
The NFP/shareholders' equity ratio as at 30 September 2023 was 0.62, an increase compared to 31 December 2022. The trend of this indicator is related to the combined effect of the change in Net Financial Position, which worsened by Euro 113,995 thousand in the first nine months, and in Shareholders' Equity, which decreased by Euro 36,349 thousand, changes due to investments made, the result accrued in the period, and partly to the normal flow related to ordinary activities.
The breakdown of financial assets and liabilities by category and their fair value (IFRS 13) as at 30 September 2023 and 31 December 2022 is as follows:
| 30.09.2023 | ||||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | A | B | C | D | Total | Fair value |
| Other non-current assets | 2,879 | 2,879 | 2,879 | |||
| Non-current financial assets | 2,896 | 2,896 | 2,896 | |||
| Trade receivables and Other current assets | 119,297 | 119,297 | 119,297 | |||
| Current financial assets | 963 | 963 | 963 | |||
| Cash and cash equivalents | 19,349 | 19,349 | 19,349 | |||
| Current assets from derivative financial instruments | 5,110 | 5,110 | 5,110 | |||
| Outstanding medium- and long-term bonds | 86,172 | 86,172 | 86,172 | |||
| Medium- and long-term bank loans | 152,942 | 152,942 | 152,942 | |||
| Other non-current liabilities | 3,397 | 3,397 | 3,397 | |||
| Non-current financial liabilities | 7,048 | 7,048 | 7,048 | |||
| Outstanding short-term bonds | 7,575 | 7,575 | 7,575 | |||
| Payables due to banks and financing institutions | 295,301 | 295,301 | 295,301 | |||
| Trade payables and Other current liabilities | 88,466 | 88,466 | 88,466 | |||
| Current financial liabilities | 3,922 | 3,922 | 3,922 | |||
| Current liabilities from derivative financial instruments | 16 | 16 | 16 |
| 31.12.2022 | ||||||
|---|---|---|---|---|---|---|
| (Thousands of Euro) | A | B | C | D | Total | Fair value |
| Other non-current assets | 3,747 | 3,747 | 3,747 | |||
| Non current financial assets | 2,868 | 2,868 | 2,868 | |||
| Trade receivables and Other current assets | 152,237 | 152,237 | 152,237 | |||
| Current financial assets | 820 | 820 | 820 | |||
| Cash and cash equivalents | 76,917 | 76,917 | 76,917 | |||
| Current assets from derivative financial instruments | 6,661 | 6,661 | 6,661 | |||
| Outstanding medium- and long-term bonds | 94,033 | 94,033 | 94,033 | |||
| Medium- and long-term bank loans | 178,538 | 178,538 | 178,538 | |||
| Other non-current liabilities | 2,988 | 2,988 | 2,988 | |||
| Non-current financial liabilities | 7,368 | 7,368 | 7,368 | |||
| Payables due to banks and financing institutions | 181,888 | 181,888 | 181,888 | |||
| Trade payables and Other current liabilities | 195,636 | 195,636 | 195,636 | |||
| Current financial liabilities | 34,911 | 34,911 | 34,911 | |||
| Current liabilities from derivative financial instruments | 164 | 164 | 164 |
Segment reporting is provided with reference to the business segments in which the Group operates. The business segments have been identified as primary business segments. The benchmarks applied to identify primary business segments were inspired by the way in which management manages the Group and assigns management responsibilities. For the purposes of the information required by IFRS 8 "Segment Reporting Operating Segments" the company has identified the "gas distribution", "renewable energy" and "other" segments as the business segments subject to disclosure. Specifically, the "other" segment includes the activities of cogeneration, heat supply, water service and the results of the parent company.
Geographical segment reporting is not provided as the Group does not operate any business outside Italy.
The following tables present information regarding the Group's business segments for the first nine months of the financial year 2023 and the first nine months of the financial year 2022.
| 9M 2023 (Thousands of Euro) |
Gas Distribution |
Renewables energies |
Other | 30.09.2023 values from new companies acquisitions |
Cancellations and adjustments |
Total |
|---|---|---|---|---|---|---|
| Net revenues to third-party customers | 105,324 | 12,365 | 3,134 | 4,330 | 125,153 | |
| Intra-group revenues among the segment | 4,665 | 1 | 11,887 | 155 | (16,708) | 0 |
| Segment revenue | 109,989 | 12,366 | 15,021 | 4,485 | (16,708) | 125,153 |
| Result before taxes | 23,208 | 370 | (7,585) | 760 | 16,753 |
| 9M 2022 (Thousands of Euro) |
Gas Distribution |
Renewables energies |
Other | 30.09.2022 values from new companies acquisitions |
Cancellations and adjustments |
Total |
|---|---|---|---|---|---|---|
| Net revenues to third-party customers | 92,647 | 8,246 | 11,533 | 7,584 | 120,009 | |
| Intra-group revenues among the segment | 4,280 | 0 | 4,327 | 101 | (8,709) | 0 |
| Segment revenue | 96,927 8,246 15,860 |
7,685 | (8,709) | 120,009 | ||
| Result before taxes | 21,043 | (2,456) | 11,798 | 1,136 | 31,521 |
Details of transactions with related parties in the period under review are summarised in the following table:
| Trade | Other | Trade | Other | Revenues | Costs | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | receivables | receivables | payables | payables | Goods | Services | Other | Goods | Services | Other | ||||||
| Asco Holding S.p.A. | 54 | 184 | 26 | 0 | 0 | 114 | 0 | 0 | 48 | 0 | ||||||
| Total parent company | 54 | 184 | 26 | 0 | 0 | 114 | 0 | 0 | 48 | 0 | ||||||
| Bim Piave Nuove Energie S.r.l. | 144 | 0 | 8 | 0 | 0 | 244 | 0 | 0 | 14 | 0 | ||||||
| Total affiliated companies | 144 | 0 | 8 | 0 | 0 | 244 | 0 | 0 | 14 | 0 | ||||||
| ASM Set S.r.l. | 1 | 0 | 0 | 0 | 0 | (1,850) | 0 | 0 | 0 | 0 | ||||||
| Etra Energia S.r.l. | 1 | 0 | 0 | 0 | 0 | (185) | 0 | 0 | 0 | 0 | ||||||
| Estenergy S.p.A. | 265 | 0 | 0 | 0 | 0 | (38,474) | 0 | 0 | 0 | 0 | ||||||
| Total subsidiary companies | 267 | 0 | 0 | 0 | 0 | (40,509) | 0 | 0 | 0 | 0 | ||||||
| Total | 465 | 184 | 33 | 0 | 0 | (40,152) | 0 | 0 | 62 | 0 |
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 adhered to the consolidation of tax relations in the parent company Asco Holding S.p.A.. The same lapsed due to the change in the latter's financial year, which no longer coincides with 31 December. The current assets and liabilities recorded consequently refer only to past positions
Revenues recognised in respect of the parent company Asco Holding S.p.A. relate to administrative, treasury management and personnel services.
o Revenues for technical and engineering services for the management of aqueducts with CART Acqua S.r.l. Observations:
-economic transactions between Group companies and subsidiaries and affiliated companies take place at market prices and are eliminated in the consolidation process;
-transactions undertaken by Group companies with related parties are part of normal business operations and are settled at market prices;
-with reference to the provisions of Article 150, paragraph 1 of Legislative Decree No. 58 of 24 February 1998, no transactions in potential conflict of interest with Group companies were carried out by members of the board of directors.
On 24 November 2010, the Board of Directors approved the Procedure for Transactions with Related Parties (the 'Procedure'). The Procedure regulates related party transactions carried out by the Company, directly or through subsidiaries, in accordance with the Regulation adopted pursuant to Article 2391-bis of the Italian Civil Code by the National Commission for Companies and the Stock Exchange (CONSOB) with Resolution No. 17221 of 12 March 2010, as amended.
The Procedure came into force on 1 January 2011 and replaced the previous regulation on related party transactions, approved by the Company's Board of Directors on 11 September 2006 (subsequently amended).
For the contents of the Procedure, please refer to the document available on the Issuer's website at the following address: http://www.gruppoascopiave.it/wp-content/uploads/2015/01/Procedura-per-le-operazioni-con-particorrelate-GruppoAscopiave-20101124.pdf.
For the purposes of implementing the Procedure, a mapping of the so-called Related Parties is carried out periodically. Related Parties, in relation to which the contents and control measures provided for in the document are applicable. The Directors are also called upon to declare, if any, any conflicting interests with respect to the performance of the transactions in question.
Below are the financial statement schedules showing the effects of related party transactions disclosed in accordance with Consob Resolution No. 15519 of 27 July 2006:
Consolidated Statement of Financial Position
| of which related parties | of which related parties | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | 30.09.2023 | A | B | C | D Total |
% | 31.12.2022 | A | B | C | D Total |
% |
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Goodwill | 61,727 | 61,346 | ||||||||||
| Other intangible assets | 697,734 | 698,397 | ||||||||||
| Tangible assets | 147,286 | 138,432 | ||||||||||
| Shareholdings in controlled company | 328,769 | 328,769 | 328,769 100.0% | 358,029 | 358,029 | 358,029 100.0% | ||||||
| Shareholdings in other company | 78,257 | 78,257 | ||||||||||
| Other non-current assets | 3,694 | 4,625 | ||||||||||
| Non current financial assets | 2,896 | 2,868 | ||||||||||
| Advance tax receivables | 39,929 | 39,252 | ||||||||||
| Non-current assets | 1,360,293 | 328,769 | 328,769 24.2% | 1,381,206 | 358,029 | 358,029 25.9% | ||||||
| Current assets | ||||||||||||
| Inventories | 13,191 | 7,336 | ||||||||||
| Trade receivables | 23,859 | 540 | 144 | 267 | 951 | 4.0% | 20,104 | 80 | 214 | 8,250 | 8,544 | 42.5% |
| Other current assets | 102,333 | 184 | 184 | 0.2% | 133,880 | 174 | 174 0.1% |
|||||
| Current financial assets | 963 | 820 | ||||||||||
| Tax receivables | 6,869 | 4,100 | ||||||||||
| Cash and cash equivalents | 19,349 | 76,917 | ||||||||||
| Current assets from derivative financial instruments | 5,110 | 6,661 | ||||||||||
| Current assets | 171,675 | 724 | 144 | 267 | 1,135 | 0.7% | 249,818 | 254 | 214 | 8,250 | 8,718 | 3.5% |
| Non-current assets held for sale | 30,011 | 16,592 | ||||||||||
| Assets | 1,561,979 | 724 | 144 329,036 | 329,904 21.1% | 1,647,616 | 254 | 214 366,279 | 366,747 22.3% | ||||
| 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 | 648,566 | 687,291 | ||||||||||
| Net equity of the Group | 827,554 | 866,280 | ||||||||||
| Net equity of Others | 22,500 | 20,123 | ||||||||||
| Total Net equity | 850,054 | 886,403 | ||||||||||
| Non-current liabilities | ||||||||||||
| Provisions for risks and charges | 1,287 | 996 | ||||||||||
| Severance indemnity | 4,926 | 5,011 | ||||||||||
| Outstanding medium- and long-term bonds | 86,172 | 94,033 | ||||||||||
| Medium- and long-term bank loans | 147,942 | 178,538 | ||||||||||
| Other non-current liabilities | 38,875 | 37,458 | ||||||||||
| Non-current financial liabilities | 7,048 | 7,368 | ||||||||||
| Deferred tax payables | 18,513 | 19,608 | ||||||||||
| Non-current liabilities | 309,763 | 343,012 | ||||||||||
| Current liabilities | ||||||||||||
| Outstanding short-term bonds | 7,575 | 0 | ||||||||||
| Payables due to banks and financing institutions | 300,301 | 183,285 | ||||||||||
| Trade payables | 67,753 | 26 | 8 | 34 | 0.1% | 180,195 | 25 | 66 | 60,968 | 61,059 | 33.9% | |
| Tax payables | 2,103 | 1,336 | ||||||||||
| Other current liabilities | 22,869 | 17,507 | ||||||||||
| Current financial liabilities | 3,922 | 34,911 | ||||||||||
| Current liabilities from derivative financial instruments | 16 | 164 | ||||||||||
| Current liabilities | 399,540 | 26 | 9 | 34 | 0.0% | 417,398 | 25 | 66 | 60,968 | 61,059 14.6% | ||
| Non-current liabilities held for sale | 2,622 | 803 | ||||||||||
| Liabilities | 711,925 | 26 | 9 | 34 | 0.0% | 761,213 | 25 | 66 | 60,968 | 61,059 | 8.0% | |
| Net equity and liabilities | 1,561,979 | 26 | 9 | 34 | 0.0% | 1,647,616 | 25 | 66 | 60,968 | 61,059 | 3.7% |
D other related parties
| Nine | of which related parties | Nine | of which related parties | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| months | months | |||||||||||||
| (Thousands of Euro) | 2023 | A | B | C | D | Total | % | 2022 | A | B | C | D | Total | % |
| Revenues | 125,153 | 114 | 244 | (358) | (0.3%) 120,009 | 123 | 56 26,215 | 26,393 | 22.0% | |||||
| Total operating income and costs | 69,881 | 48 | 14 | 40,509 | 775 | 41,346 | 59.2% | 66,444 | 47 | 560 | 757 | 1,365 | 2.1% | |
| Purchase costs for other raw materials | 1,234 | 1,659 | ||||||||||||
| Costs for services | 36,840 | 48 | 14 | 40,509 | 365 | 40,936 | 111.1% | 37,617 | 47 | 560 | 757 | 1,365 | 3.6% | |
| Costs for personnel | 16,207 | 410 | 410 | 2.5% | 14,834 | 97 | ||||||||
| Other management costs | 19,870 | 12,488 | ||||||||||||
| Other income | 4,269 | 155 | ||||||||||||
| Amortization and depreciation | 35,435 | 33,367 | ||||||||||||
| Operating result | 19,838 (162) (258) (40,509) (775) (41,704) | (210.2%) | 20,199 | 75 (505) 26,215 | 757 | 25,028 | 123.9% | |||||||
| Financial income | 5,862 | 4,489 | ||||||||||||
| Financial charges | 9,857 | 3,670 | ||||||||||||
| Evaluation of subsidiary companies with the net equity method | 910 | 910 | 910 | 100.0% | 10,503 | 10,503 | 10,503 | 100.0% | ||||||
| Earnings before tax | 16,753 (162) (258) (39,599) (775) (40,794) | (243.5%) | 31,521 | 75 | 505 36,718 | 757 | 35,533 | 112.7% | ||||||
| Taxes for the period | (2,375) | (7,090) | ||||||||||||
| Result for the period | 14,378 | 24,431 | ||||||||||||
| Net result of assets held for sale | 56 | 861 | ||||||||||||
| Net result for the period | 14,435 | 25,292 | ||||||||||||
| Group's Net Result | 12,881 | 25,482 | ||||||||||||
| Third parties Net Result | 1,554 | (190) | ||||||||||||
| 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 | (3,190) | 3,458 | ||||||||||||
| - Fair value of derivatives relating to associated companies, | ||||||||||||||
| changes in the period net of tax | (11,082) | 39,961 | ||||||||||||
| 2. Components that can not be reclassified to the income statement | ||||||||||||||
| - Actuarial (losses)/gains from remeasurement on defined-benefit | ||||||||||||||
| obligations net of tax | (117) | 410 | ||||||||||||
| - Fair value valuation of investment in other companies | ||||||||||||||
| Total comprehensive income | 45 | 69,121 | ||||||||||||
| Group's overall net result | (1,510) | 69,714 | ||||||||||||
| Third parties' overall net result | 1,556 | (593) | ||||||||||||
| Base income per share | 0.059 | 0.118 | ||||||||||||
| Diluted net income per share | 0.059 | 0.118 |
A Parent companies
C Associated and jointly controlled companies
D other related parties
| Nine | of which related parties | of which related parties | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| months | months | ||||||||||
| (Thousands of Euro) | 2023 | A | B | C | D Total |
2022 | A | B | C | D | Total |
| Total comprehensive income | (1,510) | 69,714 | |||||||||
| Cash flows generated (used) by operating activities | |||||||||||
| Adjustments to reconcile net income to net cash | |||||||||||
| Third-parties operating result | 1,556 | (593) | |||||||||
| Fair value of derivatives relatingto associated companies, changes in the period net of tax | 11,082 | 0 | (39,961) | 0 | |||||||
| Changes in HA reserves for MTM derivatives | 3,190 | 0 | (3,458) | 0 | |||||||
| Variations in severance indemnity reserves | 117 | 0 | (410) | 0 | |||||||
| Amortization | 35,435 | 0 | 33,367 | 0 | |||||||
| Bad debt provisions | 296 | 0 | 0 | 0 | |||||||
| Depreciation of fixed assets | 2,288 | 0 | 1,157 | 0 | |||||||
| Variations in severance indemnity | (84) | 0 | (590) | 0 | |||||||
| Current assets / liabilities on financial instruments | (1,788) | 0 | (3,721) | 0 | |||||||
| Net variation of other funds | 291 | 0 | (548) | 0 | |||||||
| Evaluation of subsidiaries with the net equity method | (910) | (910) | (910) | (10,503) | (10,503) | (10,503) | |||||
| Loss / (Gains) on disposal of fixed assets | (3,154) | 0 | 0 | 0 | |||||||
| Gains on disposal of investments | (892) | 0 | 0 | 0 | |||||||
| Income from shareholdingss | (4,228) | 0 | (4,307) | 0 | |||||||
| Other changes in the income statement that do not generate cash flows | (286) | 9,682 | |||||||||
| Interests paid | (9,543) | 0 | (2,347) | 0 | |||||||
| Taxes paid | (92) | 0 | (5,280) | 0 | |||||||
| Interest expense for the period | 9,857 | 0 | 3,641 | 0 | |||||||
| Taxes for the period | 2,375 | 0 | 0 (7,871,000) | 0 0 |
7,090 | 0 | 0 (19,891,990) | 0 | 0 | ||
| Total adjustments | 45,510 | 0 | 0 | (910) | 0 (910) |
(16,781) | 0 | 0 | (10,503) | 0 (10,503) | |
| Variations in assets and liabilities | |||||||||||
| Inventories | (5,855) | 0 | (6,114) | 0 | |||||||
| Accounts payable | (4,070) (460) | 70 | 7,983 | 7,593 | (3,343) | 82 | (60) | (13,949) | (13,927) | ||
| Other current assets | 31,547 | (10) | (10) | (12,620) | (11) | (11) | |||||
| Trade payables | (112,412) | 51 | (74) | (60,968) | (61,093) | 9,124 | 36 | (60) | (1,110) | (1,134) | |
| Other current liabilities | (3,973) | 0 | (16,652) | 0 | |||||||
| Other non-current assets | 931 | 0 | 2,542 | 0 | |||||||
| Other non-current liabilities | 1,418 | 0 | 1,816 | 0 | |||||||
| Operating flows from discontinued assets / liabilities | (4) | 0 | 0 | 0 | 0 0 |
(0) | 0 | 0 | 0 | 0 | 0 |
| Total adjustments and variations | (92,420) (521) | (4) | (59,985) | 0 (53,510) | (25,247) | 107 (120) | (15,059) | 0 (15,072) | |||
| Cash flows generated (used) by operating activities | (48,420) (521) | (4) | (53,895) | 0 (54,421) | 27,686 | 107 (120) | (25,562) | 0 (25,575) | |||
| Cash flows generated (used) by investments | |||||||||||
| Investments in intangible assets | (38,133) | 0 | (39,205) | 0 | |||||||
| Realisable value of intangible assets | 9,412 | 0 | 0 | 0 | |||||||
| Investments in tangible assets | (15,406) | 0 | (6,033) | 0 | |||||||
| Realisable value of tangible assets | 64 | 0 | 0 | 0 | |||||||
| Acquisitions in shareholdings and advances | (38,053) | 0 | (101,411) | 0 | |||||||
| Disposal in shareholdings and advances | 21,036 | 0 | 0 | 0 | |||||||
| Dividends collected from subsidiaries companies | 23,225 | 0 | 25,276 | 0 | |||||||
| Payments in cash by minorities in subsidiaries | 2,162 | 0 | 0 | 0 | |||||||
| Investment flows from discontinued assets / liabilities | (772) | 0 | 0 | 0 | |||||||
| Cash flows generated/(used) by investments | (36,465) | 0 | (121,373) | 0 | |||||||
| Cash flows generated (used) by financial activities | |||||||||||
| Changes in non-current financial liabilities | (641) | 0 | 0 | 0 | |||||||
| Net changes in short-term bank borrowings | (50,803) | 0 | (103,552) | 0 | |||||||
| Ignitions medium- and long-term bonds | 0 | 0 | 69,892 | 0 | |||||||
| Net variation in current financial assets and liabilities | (29,490) | 0 | (7,850) | 0 | |||||||
| Ignitions loans and mortgages | 585,522 | 0 | 528,000 | 0 | |||||||
| Redemptions loans and mortgages | (448,300) | 0 | (384,120) | 0 | |||||||
| Dividends distributed to Ascopiave S.p.A. shareholders' | (28,172) | 0 | (35,757) | 0 | |||||||
| Dividends distributed to third party shareholders | (890) | 0 | 0 | 0 | |||||||
| Cash flows from discontinued assets / liabilities | 90 | 0 | 0 | 0 | |||||||
| Cash flows generated (used) by financial activities | 27,316 | 0 | 66,613 | 0 | |||||||
| Variations in cash | (57,568) | 0 | 0 | 0 | 0 0 |
(27,075) | 0 | 0 | 0 | 0 | 0 |
| Cash and cash equivalents at the beginning of the period | 76,917 | 0 | 42,539 | 0 | |||||||
| Cash and cash equivalents at the end of the period | 19,349 | 0 | 15,465 | 0 |
A Parent companies
B Subsidiaries
C Associated and jointly controlled companies
D other related parties
| of which related parties 30.09.2023 |
of which related parties | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | A | B | C | D | Total | % | 31.12.2022 | A | B | C | D | Total | % | |
| A Cash and cash equivalents | 19,349 | 0 | 76,917 | 0 | ||||||||||
| B Equivalent to cash and cash equivalents | 0 | 0 | 0 | 0 | ||||||||||
| C Other current financial assets | 4,863 | 0 | 6,493 | 0 | ||||||||||
| - of which relatied parties | 0 | 0 | 0 | 0 | ||||||||||
| D Liquid assets (A) + (B) + (C) | 24,212 | 0 | 0 | 0 | 0 0 |
83,410 | 0 | 0 | 0 | 0 0 |
||||
| E Current financial liabilities (including debt instruments, but excluding the current | ||||||||||||||
| portion of non-current financial debt) | (188,198) | 0 | (98,917) | 0 | ||||||||||
| - of which relatied parties | 0 | 0 | 0 | 0 | ||||||||||
| - of which debt instruments current part | 0 | 0 | 0 | 0 | ||||||||||
| F Current portion of non -current financial debt | (118,601) | 0 | (119,280) | 0 | ||||||||||
| - of which relatied parties | 0 | 0 | 0 | 0 | ||||||||||
| G Current financial indebtedness (E) + (F) | (306,798) | 0 | 0 | 0 | 0 0 |
(218,196) | 0 | 0 | 0 | 0 0 |
||||
| H Net current financial indebtedness (D) + (G) | (282,586) | 0 | 0 | 0 | 0 0 |
(134,786) | 0 | 0 | 0 | 0 0 |
||||
| I Non-current financial debt (excluding the current portion and debt instruments) | (246,161) | 0 | (279,939) | 0 | ||||||||||
| J Debt instruments | 0 | 0 | 0 | 0 | ||||||||||
| K Trade payables and other non-current payables | 0 | 0 | 0 | 0 | ||||||||||
| L Non-current financial indebtedness (1) + (J) + (K) | (246,161) | 0 | 0 | 0 | 0 0 |
(279,939) | 0 | 0 | 0 | 0 0 |
||||
| M Net financial indebtedness (H) + (L) | (528,748) | 0 | 0 | 0 | 0 0 |
(414,726) | 0 | 0 | 0 | 0 0 |
A Parent companies
The values shown in the tables above relate to the parties listed below:
Group A - parent companies:
Group B - Associated Companies:
Group C - Associated and jointly controlled companies:
Group D - other related parties:
No significant events occurred after the end of the first nine months of the financial year.
As regards the natural gas distribution segment, the Group intends to enhance its portfolio of concessions by aiming to reconfirm itself in the management of the service in the minimum territorial areas where it has a significant presence, and to expand into other areas, with the goal of increasing its market share and strengthening its local leadership. The Group also intends to enhance its investment in renewable sources by increasing its presence in this sector as well, in line with the 2022-2026 strategic plan approved in the first quarter of the year.
As regards the natural gas and electricity sales segment, Ascopiave, at the end of 2019, entered into a commercial partnership with the Hera Group, through the common investment in EstEnergy. This company, which heads a Group with more than one million customers, is a primary reality with a strong territorial presence in the Triveneto region. Ascopiave intends to give continuity to the partnership, counting however on being able to exercise the put option held on its shares should the need arise to finance new investment opportunities in sectors that the Group deems to be of greater interest, as indicated in the 2022-2026 strategic plan approved and presented to the market on 9 February 2023.
Pieve di Soligo, 9 November 2023
The Chairman of the Board of Directors Nicola Cecconato
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