HALF-YEARLY FINANCIAL REPORT AS AT 30 JUNE
2024
A s c o p i a v e G r o u p
Index | |
GENERAL INFORMATION | 4 |
Corporate bodies and corporate information | 4 |
MANAGEMENT REPORT | 7 |
Foreword | 7 |
The structure of the Ascopiave Group | 9 |
Gas distribution | 10 |
The regulatory framework | 10 |
Natural gas distribution sector | 10 |
Renewable energy production sector | 12 |
Efficiency and energy-saving obligations | 13 |
Ascopiave S.p.A. share price trend on the Stock Market | 15 |
Control of the company | 16 |
Corporate Governance and Code of Ethics | 17 |
Transactions with related and associated parties | 18 |
Significant events during the first half of the financial year 2024 | 19 |
Other important events | 21 |
Natural gas distribution | 21 |
Stipulation of a proposed agreement with the municipalities for the adoption of a | |
shared procedure aimed at the agreed quantification of the "Industrial Residual Value" | |
of the networks | 22 |
Efficiency and energy saving | 23 |
Litigations | 24 |
Relations with the Internal Revenue Service | 31 |
Territorial areas | 32 |
Significant events after the end of the first half of the financial year 2024 | 35 |
Dividend distribution | 35 |
Treasury shares | 35 |
Foreseeable development of operations | 36 |
Inflationary trends and interest rates | 37 |
Group objectives and policies and description of risks | 37 |
Other information | 43 |
Research and Development | 43 |
Human Resources | 45 |
Seasonality of operations | 46 |
List of company locations | 46 |
Commentary on the economic and financial results for the first half of the financial
year 2024 | 47 |
Performance Indicators | 47 |
Management Performance - Key Operational Indicators | 48 |
Management Performance - The Group's Economic Results | 49 |
Operating Performance - The Financial Situation | 51 |
Operating Performance - Investments | 53 |
Condensed Interim Consolidated Financial Statements | 54 |
Consolidated Statement of Financial Position | 55 |
Consolidated Statement of Comprehensive Income | 56 |
Consolidated Statement of Changes in Equity | 57 |
Consolidated Cash Flow Statement | 58 |
EXPLANATORY NOTES | 59 |
Corporate information | 59 |
General Drafting Benchmarks and Attestation of Compliance with IFRS | 59 |
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Financial Statements | 59 |
New principles and amendments effective from 1 January 2024 | 60 |
New accounting standards, not effective and not adopted earlier than 30 June | |
2024 | 61 |
Evaluation Benchmarks | 61 |
Consolidation Area and Benchmarks | 62 |
Summaries of companies consolidated on a line-by-line basis | 63 |
NOTES TO THE ITEMS IN THE CONSOLIDATED BALANCE SHEET | 64 |
Non-current assets | 64 |
Current Assets | 71 |
Consolidated net equity | 77 |
Non-current liabilities | 78 |
Current liabilities | 83 |
NOTES TO THE MAIN ITEMS OF THE CONSOLIDATED INCOME STATEMENT | 87 |
Revenues | 87 |
Financial income and expenses | 91 |
Taxes | 92 |
Net result from transfer /disposal of assets | 92 |
Non-recurring components | 93 |
Transactions arising from atypical and/or unusual operations | 93 |
Commitments and risks | 93 |
Risk factors and uncertainty | 94 |
Capital Management | 97 |
Representation of financial assets and liabilities by category | 98 |
Financial statements presented in accordance with Consob Resolution 15519/2006
.................................................................................................... | 102 |
Consolidated Statement of Financial Position | 102 |
Consolidated Statement of Comprehensive Income | 103 |
Consolidated Cash Flow Statement | 104 |
Consolidated net financial debt | 105 |
Significant events after the end of the first half of the financial year 2024 | 106 |
Group objectives and policies | 106 |
Attachments:
- Declaration of the Manager in Charge - Attestation to the Consolidated Financial Statements pursuant to Article 81-ter of Consob Regulation No. 11971;
- Independent auditors' report on the limited audit of the condensed half-yearly financial statements as at 30 June 2023.
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GENERAL INFORMATION
Corporate bodies and corporate information
Board of Directors and Board of Auditors
Name | Office | Duration of office | From | To |
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 | Indipendet Director | 2023-2025 | 18.04.2023 | Approval of budget 2025 |
M onti 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 |
- Cecconato Nicola was appointed Chief Executive Officer by the Board of Directors on 11 May 2023; (**) Zoppas Giovanni was appointed Lead Independent Director by the Board of Directors on 11 May 2023.
Name | Office | Duration of office | From | To |
Salvaggio Giovanni | President of the Board of Auditors | 2023-2025 | 18.04.2023 | Approval of budget 2025 |
M oro 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 |
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Governance committees
Control and Risk Committee | |||
Name | Office | From | To |
Novello Cristian | Independent director - President | 11.05.2023 | Approval of budget 2025 |
M onti Federica | Independent director | 11.05.2023 | Approval of budget 2025 |
Vecchiato Luisa | Independent director | 11.05.2023 | Approval of budget 2025 |
Remuneration Committee | |||
Name | Office | From | To |
Vecchiato Luisa | Independent director - President | 11.05.2023 | Approval of budget 2025 |
Novello Cristian | Independent director | 11.05.2023 | Approval of budget 2025 |
Pietrobon Greta | Non-executive director | 11.05.2023 | Approval of budget 2025 |
Sustainability Committee | |||
Name | Office | From | To |
Pietrobon Greta | Non-executive director - President | 11.05.2023 | Approval of budget 2025 |
M onti Federica | Independent director | 11.05.2023 | Approval of budget 2025 |
Quarello Enrico | Non-executive director | 11.05.2023 | Approval of budget 2025 |
Auditing Company | Investor relations |
KPMG S.p.A. | Tel. +39 0438 980098 |
Fax +39 0438 964778 | |
e-mail : investor.relations@ascopiave.it | |
Registered office and company data | |
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 |
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Key economic and financial data of the Ascopiave Group
Economic Data
First half | ||||
(Thousands of Euro) | 2024 | % of revenues | 2023 | % of revenues |
Revenues | 99,091 | 100.0% | 83,897 | 100.0% |
Gross operative margin | 48,711 | 49.2% | 38,182 | 45.5% |
Operating result | 23,711 | 23.9% | 14,498 | 17.3% |
Result for the period | 18,527 | 18.7% | 13,473 | 16.1% |
Net result for the period | 18,527 | 18.7% | 13,529 | 16.1% |
It should be noted that EBITDA is defined as earnings before depreciation, amortisation, bad debts, financial management and taxes.
Balance Sheet Data | ||
(Thousands of Euro) | 30.06.2024 | 31.12.2023 |
Net working capital | 35,572 | 33,702 |
Fixed assets and other non current assets (Non-financial) | 1,276,189 | 1,273,692 |
Non-current liabilities (excluding loans) | (63,983) | (63,749) |
Net invested capital | 1,247,778 | 1,243,645 |
Net financial position | (405,605) | (389,363) |
Total Net equity | (842,173) | (854,282) |
Total financing sources | (1,247,778) | (1,243,645) |
Please note that 'net working capital' is defined as the sum of inventories, trade receivables, tax receivables, other current assets, trade payables, tax payables (within 12 months) and other current liabilities.
Monetary flow data
First half
(Thousands of Euro) | 2024 | 2023 |
Total comprehensive income | 17,815 | (942) |
Cash flows generated (used) by operating activities | 35,334 | (41,740) |
Cash flows generated/(used) by investments | (20,093) | (16,714) |
Cash flows generated (used) by financial activities | (40,099) | (3,724) |
Variations in cash | (24,858) | (62,178) |
Cash and cash equivalents at the beginning of the period | 52,083 | 76,917 |
Cash and cash equivalents at the end of the period | 27,225 | 14,739 |
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MANAGEMENT REPORT
Foreword
The Ascopiave Group closed the first half of the 2024 financial year with a consolidated net profit of Euro 18.5 million (Euro 13.5 million as at 30 June 2023), an increase of Euro 5.0 million compared to the same period of the previous year.
Consolidated shareholders' equity as at 30 June 2024 amounted to Euro 842.2 million (Euro 854.3 million as at 31 December 2023), and net invested capital to Euro 1,247.8 million (Euro 1,243.6 million as at 31 December 2023). During the first half of the year, the Group totalled investments of Euro 32.5 million (Euro 34.2 million in the first half of 2023), mainly in the development, maintenance and modernisation of gas distribution networks and plants, as well as in the installation of electronic meters, for Euro 27.3 million (Euro 25.1 million in the first half of 2023). At the end of the reporting period, investments were made in plants for the production of energy from renewable sources for Euro 3.9 million (Euro 8.4 million in the first half of 2023).
It is herein stated that the economic results achieved by the Estenergy Group and Cogeide S.p.A. ., amounting to Euro
4.8 million (Euro 0.8 million in the first half of 2023), are recorded for the Group's share under the item "Net result of the companies accounted using the equity method".
Operations
The Ascopiave Group operates mainly in the natural gas distribution sector. It currently holds concessions and direct assignments for the management of gas distribution in 301 municipalities, operating a distribution network that stretches over 14,700 kilometres and providing service to approximately 872,000 users.
The Group is also present in the renewable energy sector, owning 29 hydroelectric and wind power plants.
The Group also operates 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 municipalities, serving a basin of more than 100,000 inhabitants through a network of about 930 km.
Strategic Objectives
The Ascopiave Group intends 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.
Operating Performance
The volume of gas distributed through the networks managed by the Group amounted to 816.0 million cubic metres, an increase of 0.3% compared to the same period in the previous year.
As of 30 June 2024, the distribution network had a length of 14,713 kilometres, a decrease of 17 kilometres compared to 31 December 2023. This change is mainly related to the transfer, effective 1 January 2024, of certain concessions in the ownership of Romeo Gas.
The 29 plants producing electricity from renewable sources, with a total installed capacity of 84.1 MW, produced
126.5 GWh in the first half of the year, showing an increase of 77.6% over the same period of the previous year. The improvement compared to the comparable figure is due to both the commissioning of a new wind farm of the subsidiary Salinella Eolico S.r.l., which took place at the beginning of 2024, and the improvement in operating conditions compared to the first half of 2023, characterised by a significant drought.
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Economic results and financial situation
Consolidated revenues for the first half of 2024 amounted to Euro 99.1 million, compared to Euro 83.9 million in the first half of the previous year.
The Group's operating profit amounted to Euro 23.7 million, an increase of Euro 9.2 million compared to the first half of the previous year.
The consolidated net profit of Euro 18.5 million showed an increase of Euro 5.0 million compared to the first half of the previous year.
The Group's Net Financial Position as of 30 June 2024 was Euro 405.6 million, up Euro 16.2 million from Euro 389.4 million as of 31 December 2023.
The growth in financial debt is determined by the cash flow for the year (given by the sum of the net result, capital losses/gains, income from equity investments, the result of companies consolidated using the equity method and amortisation, depreciation and write-downs), which generated resources of Euro 35,3 million, by the management of net working capital, which absorbed financial resources of Euro 1,1 million, by investment activities, which absorbed resources of Euro 32.5 million, and by the management of assets , which absorbed net resources of Euro 17.9 million, mainly due to dividends.
The ratio of Net Financial Position to Shareholders' Equity as at 30 June 2024 was 0.48 (0.59 as at 30 June 2023).
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The structure of the Ascopiave Group
The following table highlights the corporate structure of the Ascopiave Group as at 30 June 2024.
It is herein stated that the consolidated companies Acantho, Hera Comm and Acinque are classified as investments in other companies and are not included in the scope of consolidation. The other companies summarised in the table are consolidated as subsidiaries or associated companies.
It is also stated herein that the Group companies Estenergy and Cogeide are associated companies and are accounted using the equity method.
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Gas distribution
The distribution of natural gas, following the closing of the partnership between Ascopiave S.p.A. and the Hera Group on 19 December 2019, represents the core business of the Group's activities in terms of its contribution to the formation of the operating result.
This is an activity carried out under a concession, subject to strong regulation by the public sector authority (ARERA), both with regard to the minimum standards of management and quality of service, and to the related tariff remuneration.
As is well known, Legislative Decree No. 164/2000 introduced the obligation to entrust the gas distribution service by means of a public tender, wishing to implement the so-called 'competition for the market', on the assumption of the need for unitary management (therefore under a necessary monopoly regime) of the service and plants, as well as on the consideration that a competitive selection mechanism should favour a containment of costs for the end customer, an efficient development of the plants and an improvement in the quality of the service provided.
Decree-Law 159/2007 (converted, with amendments, into Law 222/2007), with Article 46-bis, introduced, for the first time, the concept of Ambito Territoriale Minimo (Atem) for the management of the service, establishing that tenders must be announced with reference to the Atem, not to the individual municipality as was the case in the past.
The Atem tender was definitively adopted as the basic rule with Legislative Decree 93/2011, which, among other things, sanctioned, as of June 2011, the ban on tenders for individual municipalities.
As a result of various corporate transactions, at present, the Ascopiave Group, through seven gas distribution companies, manages concessions for the gas distribution service in a total of 301 municipalities, with about 872,000 Redelivery Points (PoR / Utilities) and more than 1,432 million cubic metres of smc vetted (on an annual basis).
For more details, please refer to the section "Territorial Scope" of this Annual Financial Report.
The regulatory framework
Natural gas distribution sector
Resolution 622/2023/R/com dated 28 December 2023 - Revision of the methods for updating social bonuses and amendments to Authority Resolution 63/2021/R/com The measure modifies the modalities for updating and quantifying social bonuses and revises, for the protection of customers/users, certain operating methods for recognising bonuses.
Resolution dated 28 December 2023 631/2023/R/gas - Update of tariffs for gas distribution and metering services for the year 2024 The measure approves the mandatory tariffs for natural gas distribution, metering and marketing services for the year 2024.
Resolution 636/2023/R/gas dated 28 December 2023 - Integration of Articles 91 and 92 of the RQDG on the subject of replacing traditional gas meters that are inaccessible or partially accessible where it is not possible to take at least one reading per year The measure provides for additions to Articles 91 and 92 of the RQDG on the subject of replacing traditional gas meters that are inaccessible or partially accessible where it is not possible to take at least one reading per year with gas smart meters.
Resolution 30 January 2024 19/2024/R/gas - Update of the interest rate to be applied for the determination of the reimbursement, to outgoing operators, of the amounts relating to the one-off consideration for the coverage of tender charges for the entrusting of the natural gas distribution service The measure approves the values of the interest rate to be applied for the determination of the reimbursement to the outgoing operators of the amounts for the coverage of the tender charges mentioned in Decree 226/11, for the year 2024.
Resolution 06 February 2024 35/2024/R/gas - Initiation of proceedings for the simplification and acceleration of procedures for carrying out tenders for the natural gas distribution service The purpose of the measure is to initiate proceedings for the simplification and acceleration of the procedures for carrying out tenders for the natural gas distribution service.
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