Consolidated Financial Statements
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Consolidated Financial Statements 2019 Consolidated Financial Statements 2019 WorldReginfo - e3b47bae-4126-4c30-a813-4cd7ccc8a4bd Hera Group - Consolidated financial statements at 31 December 2019 approved by the Hera Spa BoD on 25 March 2020 and to be approved by the Shareholders Meeting held on 29 April 2020 Table of contents Introduction Letter from the Chairman to Shareholders 006 Hera in a nutshell 008 Chapter 1 Directors’ Report 1.01 Trends and contexts, strategic approach and Group management policies 014 1.01.01 Trends and contexts 014 Macroeconomy and finance 014 Businesses and regulation 015 Technology, the environment and human capital 019 1.01.02 Strategic approach and management policies 022 Macroeconomic and financial factors 022 Business factors: industrial strategy 022 Technological, environmental and human capital factors: sustainable development 024 1.02 Risk factors: actors, methodology and areas of management 026 1.02.01 Risk governance 026 1.02.02 Management methodology 027 1.02.03 Areas of risk: identification and management of risk factors 028 Operations and finance 028 Regulations and competition 029 Technology, the environment and human capital 031 1.03 Overview of operating and financial trends and definition of alternative performance measures 034 1.03.01 Hera – Ascopiave Partnership 037 1.03.02 Operating and financial results 040 1.03.03 Analysis of the Group’s financial structure and investments 045 1.03.04 Analysis of net cash (net borrowings) 050 WorldReginfo - e3b47bae-4126-4c30-a813-4cd7ccc8a4bd 1.04 Share performance and investor relations 053 1.05 Sustainability results 055 1.06 Analysis by business area 058 1.06.01 Gas 059 1.06.02 Electricity 063 1.06.03 Integrated water cycle 067 1.06.04 Waste management 072 1.06.05 Other services 077 1.07 Significant events occurred during the year 080 1.08 Covid-19 emergency management 083 1.09 Corporate governance report 085 1.10 Parent company management report 120 1.11 Shareholders Meeting resolutions 122 1.12 Notice convening the Shareholders Meeting 123 Communication 17 March 2020 123 Communication 3 April 2020 128 Chapter 2 Hera Group Consolidated Financial Statements 2.01 Financial statement formats 130 2.01.01 Income statement 130 2.01.02 Statement of comprehensive income 131 2.01.03 Statement of financial position 132 2.01.04 Cash flow statement 134 2.01.05 Statement of changes in net equity 135 2.02 Explanatory notes 136 2.02.01 Accounting policies 136 2.02.02 Adoption of Ifrs 16 137 2.02.03 Scope of consolidation 138 2.02.04 Accounting policies and consolidation principles 143 2.02.05 Changes to international accounting standards 152 2.02.06 Commentary notes to the financial statement formats 154 2.02.07 Reporting by operational sector 195 2.03 Net financial indebtedness 198 2.03.01 Net financial indebtedness 198 2.03.02 Net financial indebtedness according to the Consob notice Dem/6064293 of 2006 199 2.04 Financial statement formats as per Consob resolution 15519/2006 200 2.04.01 Income statement as per Consob resolution 15519/ 2006 201 2.04.02 Statement of financial position as per Consob resolution 15519/ 2006 202 2.04.03 Financial statement as per Consob resolution 15519/2006 204 2.04.04 List of related parts 205 2.04.05 Commentary notes to the relations with related parts 207 WorldReginfo - e3b47bae-4126-4c30-a813-4cd7ccc8a4bd 2.05 Equity investments 209 2.05.01 List of consolidated companies 209 2.05.02 Key figures in the financial statements of subsidiaries and associated companies 211 2.06 Information required by Law 124 of 4 August 2017 Art. 1 paragraphs 125-129 and following amendments 217 2.07 Outline of Article149 duodecies of the Consob Issuer's regulation 219 2.08 Declaration on the consolidated financial statement pursuant to Art. 154-bis of Legislative Decree 58/98 220 2.09 Report by the independent auditor 221 WorldReginfo - e3b47bae-4126-4c30-a813-4cd7ccc8a4bd Introduction 1 Gruppo Hera - bilancio consolidato e separato 2017 WorldReginfo - e3b47bae-4126-4c30-a813-4cd7ccc8a4bd Introduction Letter from the Chairman to Shareholders Dear Shareholders, The 2019 financial year, whose results we hereby present for your approval, was an intense year in many respects and also brought great satisfaction. Just before the end of the year, the Group strengthened its joint venture in EstEnergy with Ascopiave, which brought Hera’s customer base up to 3.3 million, thus consolidating its third-place ranking on the national energy sales market, following only the two ex-incumbent operators, and outperforming, ahead of time, the target set in the business plan to 2022. This operation began to contribute to results as of 1 January 2020, by fostering growth in commercial activities that will also affect the remaining quarters of the current year. Other operations intended to enlarge the Group’s scope of operations in the waste treatment sector, carried out during 2019, also significantly strengthened of our plant base, making it even more strategic in light of the increasing shortcomings seen in the Italian context and further solidifying the Group’s leadership in this sector. These operations likewise represented a tangible step forwards in achieving long-term strategic objectives, the benefits of which will be increasingly clear in the future. The results for the year were once again characterized by internal growth fuelled by the directly managed development of a wide range of diversified market expansion projects, along with heightened efficiency reached in all areas of activity. The success the Group has achieved on almost all fronts in which it is engaged allowed us to attain results which are impressive even in relation to our long tradition of growth. In light of these results, 2019 once again closed with a substantial increase in EBITDA, now at 1,085 million euro, up 5.2% compared with the previous year. This indicator, which grew by 54 million euro in 2019, is particularly noteworthy considering that the 70 million euro impact of lower margins on safeguarded customers and the end of some incentives on renewables was more than offset during the year. With the start of its 18th year of operations since its establishment, the Group achieved further value creation in 2019, as confirmed by its high returns, 9.4% on invested capital and 10.4% on equity, both significantly above the cost of financing. In 2019, the Group also made an unprecedented amount of operating investments, coming to approximately 534 million euro, mainly used to further expand the Group’s potential prior to the upcoming calls for tenders for the renewal of licences in regulated services. Management was the source of a 40% increase in the generation of self-financing resources, guaranteeing a further consolidation of financial solidity, reducing the net debt/Ebitda ratio to 2.48x and ensuring greater solidity in terms of potential for future growth. In fact, thanks to this solidity, the Group is prepared to absorb the potential financial burden deriving from its future commitment to acquiring the entire share capital of EstEnergy, which would bring the aforementioned financial ratio to around 3x. The rating agencies that monitor us also consider this to be a reassuring level of solidity. These management achievements reflect our robust multi-business model and the strategies pursued for further prospective growth. At the beginning of 2020, the new business plan to 2023 was presented featuring objectives which are even more challenging than the old plan. These objectives were favourably received by the market after engaging in our customary dialogue with shareholders, as is shown by stock market prices which reached an all-time high of 4.5 euro during the current year, confirming Hera’s ranking as 27th by capitalisation on the Italian stock market and first among Italian multi-utilities. Hera Group - consolidated financial statements at 31 December 2019 6 WorldReginfo - e3b47bae-4126-4c30-a813-4cd7ccc8a4bd Introduction You may also consult the Sustainability Report, presented alongside these year-end Statements, to see how the 2019 performance was supported by a responsible socio-environmental policy and attention given to the main stakeholders. This attention was even more incisive in the current year, when your Group proactively launched extraordinary plans to protect the company’s assets, guarantee services and concrete support for employees, customers, suppliers, and local areas in facing the challenges of the current health emergency. In order to fully reflect the Group’s desire to continue providing a reliable point of reference, we have decided to respect all the commitments we have undertaken, including not delaying this year’s Shareholders Meeting and fulfilling the promises made regarding dividends, proposed by the Board of Directors at 10 cents per share, as set out in the business plan. On behalf of the CEO as well, I would like to thank the Board of Directors and the Board of Statutory Auditors for the activities they have carried out throughout their term of office, in which they have supported the choices that led the Group to achieve a 91.7% increase in the overall return for shareholders, in terms of growth in shared value and cumulative dividends, between 2017 and 2019. Finally, special thanks to all Group personnel for the sense of responsibility they have demonstrated in reacting promptly to the necessary organizational changes and difficulties imposed by the current emergency, ensuring full continuity in all our primary utility services which are particularly strategic for the country, especially at this time. We can count on the structural solidity of these premises and the resilience our activities have displayed over time in facing the turbulence seen during the last 17 years, so as to remain a solid point of reference for all our interlocutors, guaranteeing that we achieve results consistent with the growth profile maintained thus far and in line with the indications of the new business plan.