Annual Report 2019
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2019 ANNUAL REPORT IN SHORT 2 Letter of the Chief Executive Officer 10 The Sorgenia Group and the shareholders 11 The company bodies 12 Performance indicators 14 Key indicators of the Sorgenia Group REPORT ON OPERATIONS CONTEXT OF REFERENCE 18 Main macroeconomic indicators 19 Macroeconomic scenario 22 Legislative and regulatory provisions of the electricity and gas sector SORGENIA GROUP 26 Group results of operations 37 Analysis of the main business sectors 46 Significant events of the year SORGENIA SPA 50 Key Indicators 51 Results of operations of Sorgenia SpA GOVERNANCE 61 Corporate Governance 67 Sustainability governance 68 Risk management 72 Human resources FINANCIAL DEBT RESTRUCTURING AGREEMENT 79 Financial Debt Restructuring Agreement ADDITIONAL SIGNIFICANT INFORMATION 82 Additional information 85 Business outlook 86 Proposal for allocation of the profit/(loss) of Sorgenia SpA CONSOLIDATED FINANCIAL STATEMENTS 88 Consolidated statements of the Sorgenia Group 96 Explanatory Notes to the Consolidated Financial Statements STATUTORY FINANCIAL STATEMENTS 185 Statutory Financial Statement of Sorgenia SpA 193 Explanatory Notes to the Statutory Financial Statement OTHER RELATED REPORTS 276 Report of the Independent Auditors on the Consolidated Financial Statement 279 Report of the Independent Auditors on the Statutory Financial Statement 282 Report of the Board of Statutory Auditors – Courtesy Translation IN SHORT REPORT ON OPERATIONS CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL STATEMENTS REPORTS CORRELATED WITH THE FINANCIAL STATEMENTS _Letter of the Chief Executive Officer _The Sorgenia Group and the shareholders _The company bodies _Performance indicators _Key indicators of the Sorgenia Group 11 1 IN SHORT LETTER OF THE CHIEF EXECUTIVE OFFICER We were established 20 years ago, together with the free energy market, and today we are the main Italian private energy operator. Our strategy is based on a flexible energy production and management model, to accelerate our country’s energy transition. We work every day to bring sustainable energy and to provide simple, personalized and shared services to our customers, through digital technologies. Gianfilippo Mancini - Chief Executive Officer The five-year March 27, 2020 is a particularly important date for Sorgenia. In fact, it’s the end of a period just ended five-year cycle - that began on March 27, 2015 with the entry of the financing banks into the Company’s shareholding structure and the appointment of a new Board of Directors - during which we carried out an extraordinary transformation and relaunch process. If we look at the economic-financial results, EBITDA increased from just under 40 million euro in 2015 to roughly 220 million euro in the year that just ended; our net financial indebtedness fell from 1,310 million euro as of March 31, 2015 to 649 million euro as of December 31, 2019. Thus repaying 660 million euro to the lending banks and paying 90 million euro of financial expenses. ANNUAL REPORT 2019/SORGENIA 2 IN SHORT Starting from the need to carry out two consecutive debt financial restructuring operations, pursuant to bankruptcy law, in few years Sorgenia completed its economic and financial recovery, and today represents a unique reference of how to get successfully around a difficult corporate crisis. This was possible thanks to a strategic and organisational repositioning that today makes Sorgenia a forward-looking company and an innovative key player in the creation of a more sustainable, distributed and engaging way to relate with energy. All company’s business units contributed to this result through important turnaround initiatives: from power generation to energy management, from the sale of energy to end customers to the development of renewable energy sources and new business lines. Generation and As regards the production of electricity, in recent years Sorgenia has deeply changed Energy Management the way its combined cycle gas turbines (CCGT) power plants take part in the market. Infact, we have introduced a strong digitalisation in operations and close integration between the management of these plant and the energy management strategies on the energy and ancillary services markets, and therefore we have succeded in promptly respond to the volatility of the demand. By doing so, we have enabled the electrical network to accomodate increasing volumes of production from non-programmable renewable energy sources (wind, sun, water) and we have grasped the different opportunities presented by the energy markets. Last year was globally characterised by the reduction of the cost of gas and the increasing cost of CO2 emissions. In Italy, this led to a notable increase in gas production (94.1 TWh in 2018 vs 105.5 TWh in 2019) and an equivalent drop in coal production (26.1 TWh in 2018 vs 17.1 TWh in 2019). The reduction in CO2 emissions and other polluting substances released into the atmosphere by coal plants in our country, are the result of this trend. In this scenario, Sorgenia managed to increase its production volumes by 34%, rising from 5.7 TWh in 2018 to 7.6 TWh in 2019. In addition, in 2019, the Regulatory Authority for Energy, Networks and Environment (ARERA) acknowledged the fundamental role that our Modugno (BA) power plant plays ANNUAL REPORT 2019/SORGENIA 3 IN SHORT for the electrical system safety, including it in the list of plants considered “essential” and therefore worthy of a specific regulatory regime. Another really important event was the adoption of the “Capacity Market” regulations for the years 2022 and 2023. During the auctions held in November 2019, Sorgenia was awarded the entire production capacity offered, with the higher auction prize available. For these years, the company can therefore rely on lower volatility of production margins. Lastly, 2019 was an important year in the process of industrial and financial restructuring of Tirreno Power, a company in which Sorgenia holds a 50% equity investment. As shareholders, we supported the company’s industrial projects, including the definitive decommissioning of the coal-fired units in Vado Ligure (SV) – another important contribution to the decarbonisation of our country – and the redevelopment of the areas that are no longer in use. Also thanks to these actions, Tirreno Power achieved positive and improved economic-financial results in 2019, which allowed an early repayment of the debt to the lending banks. Looking at a future characterised by the growing role of renewable energy sources, non- programmable, and by the abandonment of coal, Sorgenia can now rely on two assets that will remain strategic in the long term: gas-efficient, flexible and with low environmental impact, power plants, and solid dynamic management skills on wholesale energy markets. Development of In the past five years, we developed a diversified portfolio of projects for renewable renewable energy sources energy power plants: geothermal, hydroelectric, photovoltaic, wind and biomethane. The commitment towards the construction of renewable energy power plants is not only an industrial strategic decision, but also a precise assumption of responsibility based on our mission, completely focused on sustainability. For the same reason, in designing each new plant we consider both the adoption of the most advanced and sustainable technologies and the creation of benefits for local communities. In 2019, the release procedure for the Single Authorisation to build and operate the “Saragiolo” plant (5 MW) was completed successfully. It is the first closed cycle ANNUAL REPORT 2019/SORGENIA 4 IN SHORT geothermal plant, without atmospheric emissions and without water consumption, to achieve this result in Tuscany, the region that hosts all the geothermal plants in operation in our country. Sale to end Regarding the sale of electricity, gas and services to the end customers, Sorgenia has, customers in recent years, established and then consolidated its position as the top Italian digital energy company, a leader in terms of innovation and number of customers acquired through digital channels in the Residential and Business segments. We implemented transformation projects to strengthen customer management processes, service quality and customer satisfaction, improve credit management processes and collection performances, and to control unpaid ratios and working capital. To this regard, in 2019 two important certifications were confirmed: the one of the CODICI (Centro per i Diritti del Cittadino) consumer protection association, with the maximum rating for “Highly Reliable Operator”; and the one issued by DNV for the quality of the end customer assistance processes. The commitment to assure a positive and appealing customer experience is important for Sorgenia as the growth of its customer base. That’s why in 2019 we dedicated many resources to create new methods of interaction and to optimise management processes for our customers, starting from the dedicated web area and the mobile app. As a digital energy company, our goal is to always use the best technologies to improve the customer experience and to make the relationships with energy more personal and, at the same time, engaging. This way, we are willing to facilitate the adoption and integration of new services with environmental sustainability characteristics. Speaking about new services, in 2019 Sorgenia extended its commercial offer to photovoltaic and energy efficiency solutions (with the new Sorgenia Green Solutions brand), both for the retail and corporate