en bilancio smat final 0507 rev1 · f1. programmatic safety policy paper 24 f2. 2017 rates 24 f3....
TRANSCRIPT
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INTRODUCTION 6
Administration and control bodies and Company positions 6
The SMAT Group as at 31 December 2017 7
A. SMAT GROUP DIRECTORS’ REPORT 8
A1. Introduction 8
A2. Summary of the 2017 results in figures 8
A3. Principal technical data and operating area 9
A4. General description of the activities 10
A5. Service agreement 11
A6. Piano d’Ambito (Area Plan) Update 11
A7. Applied research & development activities 12
A8. International projects 12
A9. SMA Torino S.p.A. Membership in National and European Associations 13
B.COMPOSITION OF THE SMAT GROUP 15
B1. Parent Company SMA Torino S.p.A. 15
B2. Own shares and shareholdings in subsidiaries 15
B3. Subsidiaries and associates included in the consolidation area 15
B4. Shareholdings in other companies 16
C. SMAT GROUP ECONOMIC TREND 19
D. INVESTMENTS BY SMA TORINO S.P.A. AND THE SMAT GROUP 20
E. FINANCIAL MANAGEMENT OF SMA TORINO S.P.A. AND THE SMAT GROUP 22
F. SIGNIFICANT EVENTS DURING FISCAL YEAR 2017 24
F1. Programmatic Safety policy paper 24
F2. 2017 Rates 24
F3. UI1 Rate component 24
F4. Adaptation to the contractual regulations and metering 24
F5.Environmental certification 24
F6. Revenue Agency 24
F7. Recruitment of apprentices 25
F8. Legislative decree no. 175 of August 19th 2016 (Madia) 25
F9. Non‐financial information (NFI) 25
G. SIGNIFICANT EVENTS OCCURRING AFTER DECEMBER 31ST 2017 AND BUSINESS OUTLOOK 26
G1. Regulatory trends – effects on 2018 26
H. ORGANIZATIONAL MODEL SUPERVISION, ANTICORRUPTION AND TRANSPARENCY BODY 28
H1. Supervisory Body 28
H2. Anti‐Corruption and Transparency 28
H3. Privacy 29
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H4. Information concerning personnel safety and work environment 29
H5. List of SMAT Group branches 29
I. RELATIONSHIPS WITH RELATED PARTIES 30
I1. Relations with the City of Turin 30
I2. Relations with the subsidiaries and associates 30
CONSOLIDATED FINANCIAL STATEMENT 31
OF THE SMAT GROUP AS AT DECEMBER 31ST 2017 31
SMAT GROUP NOTES TO THE ACCOUNTS 38
Principles for preparation of the financial statement 38
Structure and contents of the financial statement 38
Consolidation criteria 39
Valuation criteria 40 Goodwill and other intangible fixed assets 40 Assets under concession 41 Tangible fixed assets 41 Shareholdings 42 Non‐current financial assets 42 Inventory 43 Receivables 43 Financial assets and other current assets 43 Industry information 43 Cash and cash equivalents 43 Own shares 43 Provisions for risks contingencies and charges, benefits to the employees 43 Trade payables and other current liabilities 44 Costs and revenues 44 Grant for Plants 44 Financial income and charges 45 Income tax for year 45 Impairment test 45 Conversion of exchange rate earnings/losses 45 Use of estimations 46
Additional information 46 Company agreements outside the Income Statement 46 Amounts expressed in Notes to the Accounts 46
Unless otherwise indicated, the amounts reported in the Notes to the Accounts are expressed in Euro units with rounding up to the upper unit for hundredths equal to or greater than 50 46
Accounting principles, IFRS amendments and interpretations homologated by the European Union but not yet applicable and not adopted early by the SMAT Group 46
Comments on the entries of the Statement of Assets and Liabilities 48 REPORT FOR OPERATIVE CATEGORIES 48 ASSETS 48 NET EQUITY AND LIABILITIES 55
Notes of commentary to the entries of the Income Statement 64 Revenues 64 Operating costs 65 Financial proceeds and charges 68 Other information 69
FINANCIAL STATEMENTS SMAT TORINO S.P.A. AS AT DECEMBER 31ST 2017 71
NOTES TO THE ACCOUNTS SMA TORINO S.P.A. 78
Application of the IAS/IFRS and its effects 78
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Structure and contents of the financial statement 78
Valuation criteria 79 Tangible fixed assets 79 Goodwill and other Intangible fixed assets 79 Assets under concession 80 Shareholdings 80 Non‐current financial assets 81 Inventory 81 Trade receivables 81 Financial assets and other current assets 81 Own shares 82 Provisions for liabilities and charges, benefits to the employees 82 Trade payables 82 Other liabilities 82 Costs and revenues 82 Grant for Plants 83 Financial proceeds and charges 83 Income taxes for the year 83 Impairment test 83 Conversion of assets/liabilities into foreign currency 84 Use of estimations 84
Other information 85 Corporate agreements outside the Statement of Assets and Liabilities 85 Amounts expressed in Notes to the Accounts 85
Accounting principles, IFRS amendments and interpretations homologated by the European Union but not yet applicable and not adopted early by SMAT S.p.A. 85
Remarks on the Financial Position and Results 87 NON‐CURRENT ASSETS 87 CURRENT ASSETS 93 NET EQUITY AND LIABILITIES 95
Notes and comments to the entries of the Income Statement 104 Revenues 104 Operating costs 105 Financial proceeds and charges 109
Other information 110
Proposals regarding the deliberations on SMAT S.p.A. fiscal year financial statement as at December 31st 2017 112
FINANCIAL STATEMENTS OF RISORSE IDRICHE S.P.A. AS AT DECEMBER 31ST 2017 113
FINANCIAL STATEMENT OF AIDA AMBIENTE S.R.L. AS AT DECEMBER 31ST 2017 119
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SOCIETÀ METROPOLITANA ACQUE TORINO S.p.A. Registered Office in Torino, Corso XI Febbraio, 14 Share capital € 345,533,761.65 fully paid Torino Resister of Companies no. 07937540016 Taxpayer ID and V.A.T. no. 07937540016
INTRODUCTION
Administration and control bodies and Company positions
BOARD OF DIRECTORS
The board of directors, appointed by the ordinary meeting of shareholders in conformity with articles 2364‐2449 and the Italian civil code and article 18 of the articles of association, is made up of: ROMANO Paolo Chairman
RANIERI Marco Managing director
BISCOTTI Antonella Director
LANCIONE Serena Director
SESSA Fabio Director
BOARD OF AUDITORS – INTERNAL CONTROL AND ACCOUNTING AUDITS The board of auditors appointed by the ordinary meeting of shareholders in conformity with articles 2364‐2449 of the Italian civil code and Article 18 of articles of association, is made up of: GARDI Margherita Chairwoman
CARRERA Ernesto Statutory auditor
NARDELLI Gabriella Statutory auditor
SUPERVISORY BODY
This Body, appointed by the board of directors, and is made up of:
BOCCHINO Umberto Chairman
CASSONE Cinzia Member
FINO Luisa Member
GUARINI Fulvio Member
CORRUPTION PREVENTION OFFICER Appointed by the board of directors: GUARINI Fulvio
AUDITING FIRM Deloitte & Touche S.p.A.
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The SMAT Group as at 31 December 2017
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A. SMAT GROUP DIRECTORS’ REPORT Dear Shareholders, The financial statement results of the SMAT Group shows a substantial maintenance of the performance levels and are determined by the business developed in the reference of /to the fiscal year by the Parent Company Società Metropolitana Acque Torino S.p.A. (hereinafter also SMA Torino S.p.A. or SMAT S.p.A.) and by its subsidiaries as the effect of the direct ownership by SMA Torino S.p.A. of controlling and association shareholdings.
A1. Introduction
The present financial statements of the Group and of SMA Torino S.p.A. reports the accounting data of the closing fiscal year compared to those of the previous fiscal year, which are presented in application of the International Financial Reporting Standards (IFRS) adopted by the European Union. The Board of Directors of the Company, at the meeting of February 15th 2018, decided to postpone convocation of the Meeting of Shareholders for approval of the financial statement as at December 31st 2017, availing itself of the extended term of 180 days after closing of the fiscal year as contemplated by article 2364 of the Italian Civil Code and by article 14 point 5) of the current Articles of Association.
A2. Summary of the 2017 results in figures
SMAT GROUP: SUMMARY OF RESULTS IN FIGURES
Consolidated Financial Statement
2017
Consolidated Financial Statement
2016
Absolute variation
Change % Financial Statement
2017
Financial Statement
2016
Absolute change
Change %
ECONOMIC DATA
Total Revenues 408,434 413,747 (5,313) ‐1.28% 406,336 411,412 (5,076) ‐1.23%
Gross operating margin 145,889 147,682 (1,793) ‐1.21% 145,597 146,975 (1,378) ‐0.94%
Gross operating margin/Total revenues 35,72% 35,69% 0.03 p.p. 35.83% 35.72% 0.11 p.p.
Operating income (EBIT) 87,450 91,127 (3,677) ‐4.04% 87,176 90,436 (3,260) ‐3.60%
Operating income (EBIT)/Total revenues 21.41% 22.02% ‐0.61 p.p. 21,45% 21,98% ‐0.53 p.p.
Net profit (loss) 60,476 62,387 (1.911) ‐3/06% 60,428 61,549 (1,121) ‐1.82%
Net profit (loss)/ Total Revenues 14.81% 15.08% ‐0.27 p.p. 14,87% 14,96% ‐0.09 p.p.
EQUITY DATA Net fixed assets 758,125 731,381 26,744 3.66% 758,046 731,298 26,748 3.66%
Net equity 578,520 535,096 43,424 8.12% 577,973 534,449 43,524 8.14%
Gross financial debt (382,528) (295,936) (86,592) 29.26% (382,528) (295,936) (86,592) 29.26%
Net financial debt (250,532) (241,398) (9,134) 3.78% (250,941) (241,819) (9,122) 3.77%
OTHER DATA
Investments 80,544 76,397 4,147 5.43% 80,531 76,366 4,165 5.45%
Amortization 53,785 50,793 2,992 5.89% 53,768 50,776 2,992 5.89%
WORKFORCE1 1,040 1,034 6 0.58% 1,010 1,003 7 0.70%
ECONOMIC/EQUITY INDICATORS Gross financial debt/Net Equity 0.66 0.55 0.11 0.66 0.55 0.11
Gross financial debt/Gross operating margin 2.62 2.00 0.62 2.63 2.01 0.62
Gross operating margin/Financial expenses (excluding the value adjustments of financial assets) 2 28.95 49.45 (20.50) 28.99 49.60 (20.61)
ROI 7.19% 8.39% ‐1/20 p.p. 7.16% 8.31% ‐1.15 p.p.
ROE 10.45% 11.66% ‐1.21 p.p. 10.46% 11.52% ‐1/06 p.p.
Net financial debt/Net Equity ≤1 0.43 0.45 (0.02) 0.43 0.45 (0.02)
Net financial debt/EBITDA3(EBIT+Amortization) ≤5 1.77 1.70 0/07 1.78 1.71 0/07
EBITDA (EBIT+Amortization)/Net financial income and expenses (excluding the value adjustments of financial assets) >5 or <0 4 (354.66) (41.61) (313.05) (237.35) (37.90) (199.45)
Net fixed assets/Gross financial debt ≥ 1,30 5 1.97 2.45 (0.48) 1.97 2.45 (0.48)
1 Including outsourced labour and transfer agreements.
2 Excluding the value adjustments of financial assets 3 EBITDA or MOL intended according to the contractual statements such as EBIT + Amortizations 4 The ratio is negative because in the fiscal year the item “Net financial chargess” presents a positive balance since the “Financial proceeds” are greater than the financial charges.
5 Net fixed assets excluding goodwill.
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A3. Principal technical data and operating area
As at the end of the fiscal year Your Company is providing water services in 293 municipalities directly and through operative entities involved, as well as drinking water treatment in the municipalities of Burolo, Bruzolo and Villar Focchiardo.
Municipalities served as at 12/31/2017:293 Drinking water plants: 90
Residents: 2,255,8456 Self‐produced energy: 55,748 MWh
Surface area: 6,292 Km2 Waterworks network in km: 12,428
% of resident population served: 99.54 Sewer network in km: 9,439
Waterworks user contracts: 404,544 Water treatment plants: 412
Water invoiced: 188 mln m3 Volumes treated: 335 mln m3
6 Source: ISTAT as at 12/31/2016
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Taking into account the volume estimates in the accounting period, the volume of drinking water amounted to 187,698,565 m3, delivered to a total of 404,544 users of whom 81% were domestic user contracts. The average household use per head is of 174 l/inhabitant/day with an average demand on 4,170 l/sec; the peak demand was of 6,851 l/sec in the Turin area on June 23rd 2017. The water production capacity was used, within a general context where malfunctions virtually do not exist, obtaining resources from:
Sources 2017
Springs 13.00%
Surface water 18.00%
Groundwater 69.00%
100.00%
The urban wastewater treatment systems that are directly managed, divided by potential, are as follows:
Plants with potentialities of up to 2,000 p.e. n 362
Plants between 2,000 p.e.and 10,000 p.e. n 33
Plants between 10,000 p.e. and 100,000 p.e. n 15
Plants between 100,000 p.e. and 2,000,000 p.e. n 1
Plants over 2,000,000 p.e. n 1
TOTAL n 412
As regards the drinking water treatment plant, in 2017 the treated volume amounted to 335 million m3 of which 3.5% represents the volume of industrial wastewater and 23,361 tons of sludge, measured in terms of dried material, were produced. The data refers to plants that serve over 2000 inhabitants equivalent (324 million cubic meters treated, of which 208 million m3 of the Castiglione Torinese plant), relative to the elimination of the effluent from pollutants and treatment yields, and shows a high index of efficiency and efficacy in the accounting period as in the percentage of reduction in the following indicators:
Breakdown pollutants (Plants >=2,000 p.e.)
Input t/year
Output t/year
Breakdown Breakdown %
Total suspended solids (SST) 68,950 2,428 66,522 96
Chemical oxygen demand (COD) 121,254 7,738 113,516 94
Biological oxygen demand (COD) 49,585 2,178 47,407 96
Total phosphorous (Ptot) 1,382 286 1,096 79
Total nitrogen (Ntot) 10,373 2,956 7,417 72
A4. General description of the activities
The year 2017 is the 18th year of activity of SMAT S.p.A. which continues management of the integrated water services in the plan of Ambito Territoriale Ottimale 3 Torinese (“ATO3 Torinese”), coordinated the Group activities and defined its strategic goals for a time frame extended until 2033. As mentioned in the report of the previous fiscal year on April 13th 2017, the procedure for issuing a non‐convertible debenture loan was concluded successfully on the regulated market and it was approved by the extraordinary meeting of shareholders of SMAT S.p.A. on April 14th 2016 to support the investment plan of the ATO3 on behalf of the City of Turin and the other municipalities holding shares in SMAT S.p.A.
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This operation is the debut of SMAT S.p.A on the international bond market, which involved activating a loan from institutional financiers amounting to EUR 135 million, non‐convertible and without the issue of any guarantee by the shareholders. Among the strategic investments funded by the bond issue are: the laying of the Valle Orco aqueduct, the building of the Mediano Main Sewer of Turin and the upgrading of the Po Drinking Water Plant with innovative technologies. The bonds assisted by a BBB rating released by Standard & Poor’s have a duration of seven years (until 2024) with a coupon of 1.95%, and are quoted on the regulated market of the ISE – Irish Stock Exchange. Through the aforesaid operation, SMAT S.p.A. became qualified as an Entity of Public Interest pursuant to art. 16 of Legislative Decree 39/2010 and as such it is required to adopt more structured internal controls and procedures, particularly the setting up of an Internal Control Committee, an Accounting Audit (CCIRC) and draw up the non‐financial report according to Legislative Decree 254/2016 (DNF). On September 27th 2017 the Meeting of Shareholders renewed the Company management, unanimously approved the appointment of the new governance for the three‐year period of 2017‐2019, appointed Paolo Romano (Engineer) as Chairman and indicated Marco Ranieri as CEO. The results recorded by the SMAT Group show a substantial alignment with the results of fiscal year 2016. The ratio between Gross Operating Margin and total revenues slightly improved on the consolidated level and for the Parent Company. Moreover, worthy of note is the increase in the value of Investments compared with 2016 which have now exceeded 5%. For details on the financial position, see the specific section. Bear in mind that all the covenants are respected and in line with the previous fiscal year.
A5. Service agreement
The management re‐unification of Ambito 3 Torinese and the subsequent distribution of the service in compliance with the rates and action plan defined by the Ambito Governance Body are exercised by your Company on the grounds of the following deeds:
Service agreement for the management of the integrated water service within Ambito Territoriale Ottimale N. 3 “Torinese”” signed on October 1st 2004 in execution of deliberation no. 173 undertaken by the Conference of Ambito 3 Torinese on May 27th 2004;
Supplementary deed signed on October 2nd 2009 for the assimilation of the periodical review of the 2008¬2023 Ambito Plan, approved by Ente d’Ambito Conference resolution no. 349 dated March 27th 2009;
Agreement signed with ACEA Pinerolese Industriale S.p.A. on December 28th, 2007, upon execution, with validity starting on July 1st 2007, of the provisions of resolution no. 282 passed by the Conference of Ambito 3 Torinese on June 14th 2007, which confirmed the qualification of SMAT as Sole Provider of the Integrated Water Services for Ambito Ottimale Torinese and of ACEA as safeguarded operational provider in the territory of historical reference, revised by the parties on November 20th 2015;
ATO3 approved by Resolution no. 598 of April 29th 2016 the updated Ambito Plan (2016‐2033), after reiterating the choice of an in‐house appointment and confirmed SMAT S.p.A. for the Ambito management up to December 31st 2033, term that was considered as consistent to ensure the economic and financial sustainability of the investments required by the Plan;
On August 8th 2016, SMAT S.p.A. and ATO3 signed the supplementary deed to the agreement, which is also aimed at making the Service Agreement comply with the Model Agreement approved by AEEGSI (now ARERA) by resolution no. 656/2015/R/IDR dated December 23rd 2015, as submitted to the Meeting of Shareholders on October 14th 2016.
A6. Piano d’Ambito (Area Plan) Update
The Ordinary Meeting of Shareholders of SMAT S.p.A. on June 29th, 2015 approved the Company's Business Plan for years 2015 through 2019 with the proposal of ending the mandate in year 2033 and the related Economic and Financial Plan (EFP). On December 21st 2015, ATO3 Torinese ‐ by resolution 587 ‐ then adopted the Ambito Plan updated to the 2016‐2033 period, which reports total investments for EUR 1,534,138,724, transmitting it to the Regional
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Executive Council and to the Authority for Electricity, Gas and Water Systems (AEEGSI now ARERA) for the consequent fulfilments. On April 29th 2016, by resolution no. 598, the Autorità d’Ambito 3 approved the updated Ambito Plan (2016‐2033), which adopted the modifications applied during the Strategic Environmental Assessment.
A7. Applied research & development activities
The main areas of application of the applied research projects are: drinking and waste water treatments: drinking and waste water quality analysis and control systems; management and control of the distribution and main sewer system; saving and recovering energy and material; minimization of waste and environmental impact; improvement of the remote‐control systems.
The numbers for fiscal year 2017 are definitely encouraging: we worked on 43 projects (of which 21 were finished by the end of the year), and they are broken down as follows:
6 financed externally (DEMOSOFC, BIOWYSE, PERSEO, AQUALITY, BIOGAS4ENERGY, CAVITAZIONE ACQUE),
18 financed by SMAT S.p.A. in collaboration with the University and Polytechnic of Turin (and a partnership agreement is active with these schools that contemplates the joint execution of research projects of interest to SMAT S.p.A.),
6 self‐financed for covering own costs, in collaboration with HERA S.p.A. and IREN S.p.A.,
1 financed by SMAT S.p.A. in collaboration with CNR,
12 carried out completely by the Centro Ricerche with the collaboration of the other operative divisions of SMAT S.p.A.
As part of this last‐mentioned group of projects, there are some dealing with the topic of ‘Water Safety and Security’ which are closely related to the corporate goals; among these are the project involving the preparation of a specific methodology for drawing up approximately 300 water safety plans which SMAT S.p.A. must complete in the next few years, and the project for the creation of an ‘early warning’ system for the control in real time of the water distributed in the water works of Turin Rivoli (pilot Municipalities). The development activities made it possible to integrate various competencies, to expand research areas and potentialities and to contribute to the technological innovation and industrial development of the water sector.
A8. International projects
SMAT S.p.A. again confirms itself as national leader in the engineering, construction and management of diversified sources of water supply, drinking water plants, waste water treatment and reuse of urban effluent and manages the Integrated Water Service of the City of Turin and another 292 Municipalities of the Metropolitan area of Turin. In 2017 SMAT S.p.A. has also developed intensive activities internationally, participating in various initiatives in Europe and outside of Europe. SMAT S.p.A. and its Research Centre continued their activity with the projects related to Horizon 2020, an instrument designed by the European Union to give a boost to applied research with forms of financing that prioritize the presence of multiple European partners and industrialists, together with a solid shareholding Universities. Along these lines we have continued the implementation of the DEMOSOFC project – Demonstration of large SOFC systems fed with biogas from WWTP (the natural continuation of the European research project SOFCOM ‐ Sofc Cchp With Poly – Fuel: Operation And Maintenance), which involves the installation of the first system at industrial scale for the production of electricity from the biogas generated during the water treatment process, through solid oxide fuel cells (SOFC), thus obtaining clean energy without the emissions typical of the traditionally used endothermic engines. The consortium see the shareholding of Finnish and English partners in addition to the presence of the Turin Polytechnic. At the same time things are moving along with the BIOWYSE project – Biocontamination Integrated Control Wet system for Space Exploration, a project on Space exploration – Habitat management that involves the development of kits for the instantaneous detection of the biological drinkability level of the water. BIOWYSE aims to develop a system to check the biocontamination of water and "wet areas", i.e. surfaces where water is present as condensate. The prototype, which is to be used on the International Space Station,
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will allow the astronauts to test in real time the microbiological quality of the water intended for consumption, which is currently sampled to be sent to Earth and analyzed months later. Again, on the international level, with funds from POR‐FESR, SMAT S.p.A. – as the leading component – has launched two projects for the Innovation Hub managed by Envipark (Energy and Clean Technology). The first, “Biogas4Energy – Purification and conditioning of biogas from the anaerobic digestion of sludge from effluent” – sets out to develop a study parallel with the project DEMOSOFC on the topic of biogas purification that can serve both for the use of fuel cells and for the production of biomethane for self‐traction. The second, “Hindeps – System for detecting breakages in the drinking water distribution network by using sound waves” – involves the development of a system for the detection of breakages within the water network based on the measurement of noises inside the water body. The features of the proposed solution include the speed of detection of the breakages, the ease of installation because it is non‐invasive and, most important, it has a totally automatic activation procedure. Outside Europe, we have continued the activities for the BSW – Bethlehem SMAT Water ‐ project, which aims at the design and implementation of a remote‐control system of the water network layouts in the Palestinian towns of Bethlehem, Beit Jala and Beit Sahour, as well as in the training of the operators. The project is supported by the Palestinian Municipalities Support Program, by the Italian Consulate in Jerusalem, by the City of Turin, by Co.Co.Pa. and by ATO3 Torinese. Activities are in progress also for the Safe Health and Water Management (Lebanon) project, which is funded by ATO3 Torinese, with the participation of the City of Turin, the Metropolitan City of Turin and Co.Co.Pa. SMAT S.p.A was appointed the job of organizing and training the Lebanese engineers for the maintenance of the water networks and leak detection and supplied them with the geophones needed. A technical visit to Lebanon is planned to ascertain if the training has provided the expected results in the field. The activities also proceed for the PERSEO Personal Radiation Shielding for intErplanetary missiOns Project, –one of a kind – which consists of evaluating the efficacy of a personal wearable radioprotection system to be used in pressurized environments and that allow the astronaut to not remain confined in a shelter if there is a SPE (Solar Particle Event) and to mitigate the effects of the GCR (Galactic Cosmic Rays). In yet another area of international cooperation, SMAT S.p.A. has participated as a partner in the project “Waste and Water Governance for sustainable urban sanitation ‐ WaWa2Go”, which is being developed in Ethiopia and its leading proponent is the Metropolitan City of Turin. WaWa2Go intends to sustain these priorities with a wide‐reaching action, including: infrastructure, services and governance of drinking water and effluent, with special focus on the elaboration of actions that can promote the social innovation by creating jobs with micro enterprises operating in the areas of Addis Abeba and Arba Minch.
A9. SMA Torino S.p.A. Membership in National and European Associations
In 2017 SMAT S.p.A. continued to expand its presence in national and European associations to partake in the emerging issues affecting the Integrated Water Service and to consolidate its own technical, administrative and legislative expertise. The most significant associations are the following:
Utilitalia is the National Federation with over 500 Companies operating in the local public services, amongst which the Integrated Water System, with approx. 90,000 total employees and a production volume worth approx. EUR 38 billion. In particular, the Utilitalia Associates provide the water service to approx. 80% of the national population. Within the largest Italian association, SMAT is represented in the Steering Committee, in the Executive Council and is present on several Commissions (Drinking Water, Wastewater, Regulation, In‐house and SME),
Confservizi is the service company confederation that represents and defends the Members that operate in the SPLs of industrial application (Water, Gas, Energy, Environmental Hygiene and TPL): SMAT S.p.A. is represented within the Executive Council. The Confservizi system also operates locally through decentralized entities and ‐ specifically ‐ through Confservizi Piemonte and Valle d’Aosta, which unites Piedmont companies. In Confservizi Piemonte and Valle d’Aosta, SMAT S.p.A. also has a member within the Executive Council of the Association.
Aqua Publica Europea is the European Association of the Public Operators of the Water Sector and it includes public companies of Italy, Belgium, France, Greece, Great Britain; Ireland, Portugal, Spain, Switzerland and Hungary serving more than 80 million inhabitants and generating a total turnover of approx. 10 billion Euros per annum. Amongst the most significant companies, it is worth mentioning Eau de
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Paris, which serves the capital of France as a result of a complex process which led it to become public again. SMAT is represented in the Management Board. Water Alliance ‐ Acque del Piemonte is the network of enterprises constituted by 12 Public Water Service Providers with in‐house mandates in Piedmont and serving more than 3.5 million inhabitants (approx. 80% of the total population of Piedmont) with a total turnover of more than 600 million Euros: Water Alliance – Acque del Piemonte has been joined by the 12 largest Companies of the Region. SMAT S.p.A has a member within the Shared Management Committee. SMAT also participates in EUREAU, the European Association that gathers companies that operate in the sector of drinking water and of wastewater treatment, serving over 400 million inhabitants of the European Union. Their members come from 29 different European Countries (26 EU, 2 EFTA and 1 observer). EurEau promotes its shared interests to the European Institutions and pays close attention to the policy‐making procedures involving the water sector. SMAT S.p.A.is represented in the Drinking Water Commission.
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B.COMPOSITION OF THE SMAT GROUP
B1. Parent Company SMA Torino S.p.A.
The share capital at the end of the fiscal year 2017 amounted to EUR 345,533,761.65, fully paid and registered in the Turin Register of Companies according to the law, and it is represented by 5,352,963 ordinary shares of the unit nominal value of EUR 64.55. As per the share register, updated to the date of the financial statement, the City of Turin directly holds 3,231,679 shares and ‐ indirectly ‐ through the subsidiary Finanziaria Città di Torino Holding Holding S.r.l. 176,500 shares, for an total amount of 63.67% of the Share Capital. The Parent Company holds 455,665 own shares that it purchased pursuant to art. 2357 of the Italian Civil Code. The remaining 1,489,119 shares (representing 27.82% of the Share Capital amounting to EUR 96,122,631.45) are distributed among the 293 shareholders, among which 291 Municipalities.
B2. Own shares and shareholdings in subsidiaries
In the course of the fiscal year that is closing, the parent company SMAT S.p.A. on 10/12/2017 purchased 18,000 shares from CIDIU S.p.A. the nominal value of EUR 64.55 for a total cost of EUR 1,161,900.00, and on 12/18/2017 it purchased 26,000 shares from FCT Holding S.p.A. at the unit value of EUR 77.52 for a total cost of EUR 2,015,520.00, and 26,000 shares from Patrimonio Città di Settimo Torinese S.r.l. at the unit value of EUR 77.52 or a total cost of EUR 2,015,520.00. Therefore as at 12/31/2017 there was a change in the number of own shares held by the parent company SMAT S.p.A. amounting to 455,665 shares (representing 8.51% of the share capital for a total value of EUR 30,101,844.40) and corresponding to the relative negative Net Equity provision, the total of the own shares provision consists of 402,568 shares at their nominal value and 53,097 shares at the value of EUR 77.52. The available reserves of EUR 2,894,407 in the 2017 financial statement which, after the residual operation of purchasing 18,000 shares for a value of EUR 1,395,360 as per resolution of the meeting of shareholders of 06/28/17, decreased to EUR 1,499,047. Within the SMAT Group the subsidiaries do not hold any shares in the controlling company.
B3. Subsidiaries and associates included in the consolidation area
SUBSIDIARIES:
- RISORSE IDRICHE S.p.A. of Turin As at December 31st, 2017 the share capital of EUR 412,768.72 was held at 91.62% by the parent company and for the remaining part by Service Companies and Engineering companies operating locally. They operate mainly in the engineering sector providing integrated water services and received from the parent company, coming into effect on one January 2005, the business unit relative to Engineering Services specifically intended to maximize the systematicity, quality, organizational efficiency, flexibility and engineering standardization of the technological development of the SII with particular reference to the territorial water infrastructure associated with the Ambito Plan. After Fiscal year 2016, that closed with a net result of EUR 32,503, year 2017 closed with an opreating income of EUR 17,601 and a net result of EUR 4,713. The subsidiary’s activities are totally focused on the parent company SMAT S.p.A. for which it performed all the design and supervision of works for jobs received. The net equity of the subsidiary consequently became EUR 631,395 at the end of 2017. The subsidiaries Risorse Idriche S.p.A. was consolidated by the integral consolidation method starting in fiscal year 2004.
- AIDA AMBIENTE S.r.l. of Pianezza On August 1st, 2008 the parent group subscribed 51% share capital, amounting to EUR 100,000 of AIDA Ambiente S.r.l., a company which was set up on the same date, and the remaining part was subscribed by Intercomunale Difesa Ambiente A.I.D.A. of Pianezza. The company, because it operated systemically and unitarily within the Group along with the holding company and therefore was subject to the direction and coordination of the latter pursuant to articles 2359 and 2497 of the Italian civil code, has the business purpose of managing segments of the
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integrated water cycle managed by the parent company as the Sole Provider of Ambito, as well as liquid waste management as defined by law. The management trend of the subsidiary became concrete in the fiscal year closing with an opreating income of EUR 163,801 and a positive net result of EUR 117,704. The Net Equity of the subsidiary consequently evolved in 2017 to EUR 638,068. The aforesaid company was consolidated by the Integral Consolidation method starting in fiscal year 2009.
COMPANIES SUBJECT TO JOINT EQUAL CONTROL (ASSOCIATES)
- SAP Group of Turin The Meeting of Shareholders of Società Azionaria per la Condotta di Acque potabili (SAP) S.p.A., held on September 24th 2014, approved the merger by incorporation of SAP into its partially held company Sviluppo Idrico S.p.A. (special purpose entity established in a joint form – 50% by SMAT and Iren Acqua and Gas S.p.A.). The aforementioned merger, which was finalized on January 20th, 2015, (with civil effects as at February 1st, 2015 and accounting and tax effects starting on January 1st 2015) determined – with last quotation day on January 30th 2015, the delisting of SAP. Furthermore, after the merger, Sviluppo Idrico S.p.A. changed its corporate name to Acque Potabili S.p.A. (SAP). After the merger of the investee Acque Potabili di Crotone S.r.l. with the Parent Company SAP S.p.A. effective on 08/01/2016, the SAP Group was established on 12/31/2017 by SAP S.p.A. and Società per l’Acquedotto del Monferrato S.p.A., held by 100%. As at the date of the Financial Statements, SMAT S.p.A.is associated with SAP S.p.A. since it holds a 44.92% interest ‐ equal to that of IRETI S.p.A. ‐ and it holds 3,429,125 shares having a nominal value of EUR 1.00. As at the closing date the fiscal year, the management evolution of the Group, whose associate SAP is the Parent Company, realized a Consolidated Net Loss of EUR 3.923 million. At the end of 2017, the Consolidated Net Equity achieved a value of EUR 34.98 million (IAS/IFRS criteria). For the purposes of the Consolidated Financial statement as at December 31st, 2017, the shareholding in Acque Potabili S.p.A. was assessed with the Net Equity method, since there are the premises that define its equal joint control, together with IRETI, and it was classified amongst the shareholdings in associated companies with joint control. Subsequently, in the consolidated financial statement, the carrying value of the shareholding – in relation to the entry of the same shareholding for a value equal to the pro‐rata of the Net Equity, which fell as a result of the losses sustained – amounted to EUR 15,714 million. This value is supported by the impairment test, conducted by an external expert.
B4. Shareholdings in other companies
- APS S.p.A. Liquidation (now in Bankruptcy) in Palermo Acque Potabili Siciliane S.p.A. (APS) was established on February 27th 2007 with an initial Share Capital of EUR 5,000,000, and it is held jointly for 9.83% by SMAT S.p.A. and Mediterranea of Acque S.p.A. The same company was established as a result of the tender called for awarding the Integrated Water Service in the territory of the 81 Municipalities of the Province of Palermo (Municipality of Palermo excluded) by ATO 1 of Palermo. With reference to the aforementioned investment in Acque Potabili Siciliane S.p.A., until October 28th 2013, under Extraordinary Administration Procedure now in Bankruptcy was subjected to complete writedown in the previous fiscal years. Furthermore, already in fiscal year 2010, SMAT S.p.A. set up an ad hoc provision for liabilities and potential charges of EUR 650,000 and ‐ in the financial statement closed as at December 31st 2013 ‐ provided for the full extinction of all the payables accrued up to the end of the Extraordinary Administration Procedure period (October 28th 2013). Arbitration On June 25th 2015, an articulated arbitration procedure was concluded that had started on January 7th
2010 with a submission by APS and its shareholders aimed at:
• ascertaining that AATO 1 Palermo had become seriously noncompliant against the AAPS authority;
• sentencing AATO 1 Palermo to full compliance with the Agreement and to restore the economic and
financial balance of the concession;
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• sentencing AATO 1 Palermo to pay in any event the damages suffered by APS deriving from the
ascertained and declared noncompliances.
The final award of the arbitration between Acque Potabili Siciliane in bankruptcy, Acque Potabili S.p.A.
and AATO 1 Palermo was deposited on June 25th 2005.
The arbitration award acknowledges in favor of Acque Potabili Siciliane, in bankruptcy and against the ATO, the following entries:
• EUR 18,349,342.00 for the indemnity of the redemption bonuses
• EUR 21,195,041.00 less revenue for non‐ collection of the set‐off amount by AMAP; • EUR 5,923,00.00 less revenue resulting from less water volumes invoiced and different rates
applied; • EUR 3,212,037.00 greater wholesale water costs; • EUR 773,000.00 less revenues resulting from arrears. Furthermore, some of the emerging damage assumptions affecting the shareholders, are acknowledged
by the arbitration, specifying that they can enforce them against Acque Potabili Siciliane in bankruptcy
also through proving in bankruptcy, i.e.:
• EUR 6,600,681.00 for the engineering shareholders;
• EUR 1,350,685.00 for the management shareholders (of which EUR 359,548 for SMAT) as related to the know‐how project
On the other hand, all the damage claims by ATO (for a total amount of EUR 200,000,000.00) were
rejected and the only damage claim is the one regarding the Management Agreement fee, for a total
amount of EUR 23,815,000.00. Subsequently, the final Award grants damages to ATO for a total amount
of EUR 33,588,786.
On February 9th 2016, AATO 1 Palermo notified the summons to appear in court for an appeal with
request of declaration of groundlessness, after with holding the effectiveness, of the Second, Non‐Final
Award of October 29th 2012, of the Third Non‐Final Award of February 24th 2015 and of the Final Award
of June 25th 2015, which were pronounced as related to the aforementioned arbitration.
By an order filed on July 28th 2016, the Court of Appeal of Palermo ordered the With holding of the effectiveness of the final award of June 25th 2015, upon condition that AATO 1 Palermo provides the appropriate surety policy. The Court of Appeal ordered to adjourn the proceedings for the clarification of the conclusions to the hearing of November 7th 2018.
- SII S.p.A. of Vercelli 19.99% Shareholding in the Integrated Water Service of Biellese and Vercellese S.p.A. of Vercelli (Share capital EUR 130,000). Furthermore, the Company features shareholdings by Municipalities of Ambito 2 Vercellese and ‐ since the object is the management of the water service in the Associated Municipalities, it shows a remarkable synergy potential with other local entrepreneurial realities in the perspective of being entrusted the management of the Integrated Water Service of said Ambito.
- NOS S.p.A. of Turin
10% Shareholding in Nord Ovest Servizi S.p.A. di Torino (Share capital EUR 7,800,000). Furthermore, the Company features a shareholding by Iren Acqua Gas S.p.A. di Genova, and by other public and private providers. “Nord Ovest Servizi S.p.A.” manages the 45% shareholding in Asti Servizi Pubblici S.p.A.”, which was purchased as a result of a public call of tender by a joint venture of the same shareholders in Nord Ovest Servizi.
- Mondo Acqua S.p.A. of Mondovì 4.92% shareholding in Mondo Acqua S.p.A. di Mondovì (Share Capital EUR 1.1 million), a Company whose equity majority local public capital, namely by the Municipalities of Mondovì, Briglia, Villanova Mondovì, Roccaforte Mondovì and Vicoforte. The company purpose is the management of the water service in the territory of the shareholding Municipalities.
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- Environment Park S.p.A. of Turin 3.38% in Environment Park S.p.A. of Turin (Share Capital EUR 11,407k). Furthermore, the Company is also held by Public bodies, Service Companies and financial companies with local value and its purpose is the management of the environmental technological park appointed to research aimed at sustainable development.
- Galatea S.c.a.r.l. di Alessandria 0.50% shareholding in Galatea S.c.a.r.l. Cooperative company of Alessandria (Share Capital EUR 10,000) in process of dismission, whose object is the building and management of the wastewater treatment plant of the Municipality of S. Stefano Belbo.
- Water Alliance – Acque del Piemonte 8.33% shareholding in Water Alliance‐Acque del Piemonte, whose registered office is in Turin (Equity fund EUR 60,000 as at the date of the Financial Statements). Such network of public enterprises with in‐house mandates was established by Notary Deed of July 19th 2016 among 11 water service companies of Piedmont, that have signed an ad hoc "network agreement" aimed at upgrading their competitive capacity through the shared exercise of representing interests in institutional and associative stakeholders, as well as in the decision‐making processes.
In consequence of the entry of the new “network member” Acea Pinerolese Industriale in the course of fiscal year 2017, the number of water company members became 12.
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C. SMAT GROUP ECONOMIC TREND
Amounts in ,000 Euros
Consolidated Financial Statement
2017
Consolidated Financial Statement
2016
Absolute variation
Variation % Financial Statement
2017
Financial Statement
2016
Absolute variation
Variation %
Revenues 330,084 335,619 (5,535) ‐1.65% 330,152 335,582 (5,430) ‐1.62%
Revenues for engineering & construction jobs 62,140 63,730 (1,590) ‐2.49% 62,140 63,730 (1,590) ‐2.49%
Other operating revenues 16,210 14,398 1,812 12.59% 14,044 12,100 1,944 16.07%
Total Revenues 408,434 413,747 (5,313) ‐1.28% 406,336 411,412 (5,076) ‐1.23%
Consumption of raw materials and consumables (11,354) (11,101) (253) 2.28% (11,247) (10,984) (263) 2.39%
Costs for services and leased assets (108,684) (111,820) 3,136 ‐2.80% (109,140) (112,576) 3,436 ‐3.05%
Payroll costs (62,124) (61,118) (1,006) 1.65% (60,025) (58,983) (1,042) 1.77%
Other operating expenses (21,667) (21,182) (485) 2.29% (21,611) (21,050) (561) 2.67%
Costs for engineering & construction jobs (58,716) (60,844) 2,128 ‐3.50% (58,716) (60,844) 2,128 ‐3.50%
Total operating costs (262,545) (266,065) 3,520 ‐1.32% (260,739) (264,437) 3,698 ‐1.40%
Gross operating margin 145,889 147,682 (1,793) ‐1.21% 145,597 146,975 (1,378) ‐0.94%
Amortizations depreciation and writedowns (58,439) (56,555) (1,884) 3.33% (58,421) (56,539) (1,882) 3.33%
Operating income (EBIT) 87,450 91,127 (3,677) ‐4.04% 87,176 90,436 (3,260) ‐3.60%
Total financial management (1,362) 711 (2,073) ‐291.56% (1,206) 126 (1,332) ‐1057.14%
Result before taxes 86,088 91,838 (5,750) ‐6.26% 85,970 90,562 (4,592) ‐5/07%
Taxes (25,612) (29,451) 3,839 ‐13.04% (25,542) (29,013) 3,471 ‐11.96%
Net Profit/(loss) for the year 60,476 62,387 (1,911) ‐3.06% 60,428 61,549 (1,121) ‐1.82%
of which:
belonging to non‐controlling interests 61 191
belonging to shareholders of the Parent Company 60,415 62,196
The trend of “Revenues” in the fiscal year 2017 of the parent company of ‐1.62% derives mainly from a reduction in the average volumentries imputable to adjustments in the volumes of previous periods and the different calculation methodology required by the ARERA on estimated consumption, which is also reflected in the estimation of the bills to issue, and a decrease in accessory revenues to users’ contracts. The 16.07% increase in “Other operating revenues” generated mainly by the increase in the nonexistence of liabilities and the use of the risks fund. The “Costs of raw and expendable materials” show a total 2.39% increase from the previous year, in particular resulting from the combined effect of the costs for materials for maintenance and the increase in the costs of material used for jobs on behalf of third parties. The reduction of “Costs for services and leased assets” with respect to the previous year, for a total of 3.05%, was mainly due to the lower castes of electricity because, as a result of an increase in self production there was less uptake from the outside network; the increased costs for maintenance and works as a result of the internalization of activities previously carried out by the partly owned SCA, and the significant increase in costs for transportation and sludge treatment as well as the costs associated with the water emergency, caused by a particularly dry summer, are mainly compensated by a decrease in the fees paid to the operating management providers, and SMAT’s smaller allocation to the provisions for liabilities with respect to the previous year. The increase in “payroll costs” by 1.77% refers mainly to the combined effect of burdens resulting from the regulations issued by the Collective National Labor Agreement C.C.N.L. for the sector applied by the Company, by the greater weight of the payroll cost required in the course of 2016 following the process of aggregation and the greater payroll cost administrated, all of which was medicated by the effect of turnover in relation to the terminations that occurred and the new hires of apprentices as contemplated by the Industrial Plan. The change of +2.67%, with respect to 2016, under “Other overhead costs” refers mainly to the increase in the Mountain Union Contributions and the application of the repayment to users in cases of non‐compliance with the parameters imposed by the ARERA in resolution no. 655 of 2015 effective since 07/01/2017. Financial proceeds were down from 2016 by 16.04% mainly due to the change in the criteria for calculating the indemnification for arrears, adopted in relation to ARERA regulation (655/15) implemented since 07/01/2017, and was partly mitigated by greater interest obtained by liquid asset management. Financial charges increased because of the payable interest accrued on the new debenture loan of EUR 135 million. The write‐down of shareholdings, though less than the previous fiscal year, corresponds to the write‐down of the shareholding in the associate SAP by EUR 1.8 million with respect to the results recorded at the closing of fiscal year 2017.
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D. INVESTMENTS BY SMA TORINO S.P.A. AND THE SMAT GROUP The framework of the technical investments developed by the Parent Company and its subsidiaries in the accounting period is reported in the following table:
Investments
SMAT S.p.A. Investments
Tangible fixed assets 16,522,181
Intangible fixed assets 1,867,912
Assets under a license agreement 62,140,413
SMAT S.p.A.Total investments 80,530,506
Investments by AIDA Ambiente
Tangible fixed assets 7,953
Intangible fixed assets 5,645
AIDA Ambiente Total investments 13,598
Investments Risorse Idriche
Tangible fixed assets 0
Risorse Idriche Total investments 0
SMAT Group Total investments 80,544,104
STATE OF PROGRESS OF LARGE INFRASTRUCTURE
The Valle Susa Aqueduct and Waterworks This will allow the use of the drinking water of the Rochemolles dam through the development of a main duct of over 66 km that, thanks to another 40 km of feed pipelines, will serve 30 Municipalities of the Valley, delivering 16 million m3/year of high‐quality drinking water. The waterworks will have three hydro‐electrical power stations, which shall exploit the altimetry difference between the drinking water plant of Bardonecchia and the Gravere reservoir and generate electricity thanks to the multi‐purpose use of the resources. In 2017 the tanks were completed (lot III: Salbertrand, Chiomonte, Gravere), the main pipeline associated with lot IV, the Bardonecchia‐Salbertrand segment as well as a significant number of lots complete for completion and interconnection. The main conduit segment from Salbertrand to Bussoleno is currently in the final testing phase and the completion of railway interference completion works are being built as well as the drinking water plant in Bardonecchia. The revenues can be seen as a function of the works between 2019 and 2020. Soon the supply of hydroelectric energy production stations will be subcontracted. Reclamation of the district to the southwest of Ivrea The Works to build the drinking water plant are in progress, as well as those for the main sewer network of Ivrea (Lot II – Off‐segment 1). Most of the sewage main sewers have already been built. It is planned for the plant to become operative in 2018.The second part of the sewage main sewers (Lot II – Off‐segment 2) is being contracted out. Mediano Main Sewer The enormous work is a main sewer of 3.2 m in diameter made with a depth of 20 m in underground crossing of the entire urban area of Turin from South to North for a total length of over 14 km. Basically the work is a single sewage main sewer to be built in parallel to the existing one and to be used in alternative to it in cases of malfunction or maintenance. Another of its important functions is to serve as an accumulation tank for first rain waters to be sent for treatment in a differentiated way. Using the new main sewer it will be possible to proceed with maintenance of the old canal and avoid the environmental consequences of subsiding.
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The preliminary project advanced of the single lot which makes up the entire work was completed and approved by the board of directors meeting in April and it is planned to publish a call for bids to contract the works and the working design of the entire job (integrated contract) by 30th June 2018. The amount budgeted assigned through an auction is EUR 120,700,000.00 (economic framework EUR 146,000,000.00) and the time needed to complete the work is scheduled at approximately 8 years. The Valle Orco Aqueduct and Waterworks This is the greatest and most extensive of the large infrastructure projects in the industrial plan of SMAT S.p.A. for the next few years. It will cover the current water deficits in terms of quantity as well as quality in the areas of Ivrea, Caluso and Canavese. The aqueduct will use the water from the reservoirs of Ceresole, Telessio and Angel situated at high altitude in the Parco del Gran Paradiso and today exploited by Iren Energia only for the production of hydroelectric power. The infrastructure will consist of 140 km of pipeline, for sourcing and supplying that will serve over 50 municipalities directly and indirectly, from Rivarolo to Cuorgnè and from Castellamonte to Ivrea amounting to over 120,000 inhabitants. The preliminary design was completed in 2018 and is currently being submitted to the assessment of VIA (Environmental Impact Valuation) liability at the Ministry of the Environment. Currently it is planned to complete the working projects for the installation of conduits and for four drinking water treatment by 12/31/2019. The cost for the work based on auction is EUR 159,000,000.00 (economic framework approximately EUR 186,000,000.00) and the time for realization of the works is scheduled for 7‐8 years. Revamping the Po‐La Loggia drinking water treatment plant The modernization activities of the facilities for the drinking water treatment plants Po1, Po2 and Po3 introduced in the Po‐La Loggia plant complex at the service of the drinking water network of the City of Turin. It is planned to complete the definitive Project by the end of 2018. At the end of the authorization procedure, expected by the end of 2018, the call for tenders will be published for the contract of works and the working design of the entire job (integrated contract). The cost planned for the work on the auction basis is EUR 93,000,000.00 (economic framework approximately EUR 108,000,000.00) and the time for completion of the work is scheduled at approximately 8 years. Moreover, the project for the feeding conduit segment to the Valsalice tank is in the final phase.
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E. FINANCIAL MANAGEMENT OF SMA TORINO S.P.A. AND THE SMAT GROUP
Amounts in thousands of euro
Consolidated financial
statements as at 12/31/2017
Consolidated financial statements as at 12/31/2016
Financial statements as at 12/31/2017
Financial statements as at 12/31/2016
A. Cash and cash equivalents 87 66 87 65
B. Other liquidity 131,909 54,472 131,500 54,051
C. Shares held for negotiation 0 0 0 0
D. Liquidity (A) + (B) + (C) 131,996 54,538 131,587 54,116
E. Current financial credits 0 0 0 0
F. Current bank debt (2,196) (654) (2,196) (653)
G. Current part of non‐current payables (48,887) (48,833) (48,887) (48,833)
H. Other current financial payables 0 0 0
I. Current financial payables (F)+(G)+(H) (51,083) (49,487) (51,083) (49,486)
J. Net current financial payables (D) + (E) + (I) 80,913 5,051 80,504 4,630
K. Non‐current bank debts (197,616) (246,449) (197,616) (246,449)
L. Issued bonds (133,829) 0 (133,829) 0
M. Other non‐current debts 0 0 0
N. Non‐current financial payables (K) + (L) + (M) (331,445) (246,449) (331,445) (246,449)
O. Net financial situation (J) + (N) (250,532) (241,398) (250,941) (241,819)
The current net financial payables the Parent Company as at 12/31/2017 presents a positive balance of EUR 80.504 million, against EUR 4.630 million of the previous fiscal year. The net financial position as at 12/31/2017 amounted to EUR ‐250.941 million as opposed to EUR ‐241.819 million as at 12/31/2016. The change is attributable to the repayment of principle on existing loans and the collection after issue of the nonconvertible debenture loan for supporting the ATO3 Investment Plan. The total gross financial debt of the Parent Company as at December 31st 2017 amounts to EUR 382,528 million, of which EUR 51,083 million due within the next fiscal year, and EUR 331.445 million due after the next fiscal year. For more details, see the Notes to the Accounts of the Parent Company SMAT S.p.A. Essentially similar is the situation of the Group for which the net financial position as at 12/31/2017 amounted to EUR ‐250.532 million against the EUR ‐241.398 million of the previous fiscal year. The difference from the results of the Parent Company is mainly determined by the liquidity of the subsidiary AIDA Ambiente.
FINANCIAL RISKS
Below you will find comments regarding the financial risks for which the group business is exposed and the hedges provided where needed. Liquidity risk The financial activity is, for the most part, managed separately by each company of the Group with autonomous management of the financial flows and current accounts in banks utilized for collection and payment operations, as well as negotiations with the banking system for collection and payment transactions. Starting in fiscal year 2015, a cash‐pooling system was activated between the Parent Company and its subsidiary Risorse Idriche S.p.A. to optimize the liquid assets management and the associated financial charges through a greater integration of the control by the Parent Company. In fact, the Parent Company continuously monitors the financial position in order to pursue a balance by optimizing the management of the working capital, between maintaining provisions and financial flexibility in order to avoid resorting to short‐term bank lines of credit, overdrafts and cash funding.
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As related to the Company’s financial position, we wish to point out that the investment commitments planned for 2018 are guaranteed by the Cash Flow and by the debenture loan issued on April 13th 2017, thus ensuring the planning of the resources to be applied in the next accounting period. Guarantees and covenant on the debt The composition and conditions of the loans are itemized in the Notes to the Accounts in the comment on the financial liabilities. As at 12/31/2017 part of the financial position of the Group and of the Company is represented by loan
agreements that involve clauses in line with international procedures that forbid some operations. Amongst them, the commitment to not grant future financiers any burden on any own assets (negative covenant) and the commitment to treat the obligations undertaken on equal terms with all other present and future obligations (equal pace).
Financial covenants are provided, as better detailed in the Notes to the Consolidated Accounts and in cases of noncompliance with even only one of the aforementioned financial parameters the lending institutions have the right to terminate the agreement early. Interest rate risk The Group is exposed to the risk of fluctuation of the interest rates deriving from the financial payables, and it varies according to its composition at a variable or fixed rate. As at December 31st 2017 the medium to long term loans are 42% at variable rate and 58% at fixed rate The Parent Company adopted the strategy of limiting as much as possible the exposure to the risk of rising interest rates through the preferential access to EU loans issued by the European Investment Bank with a guarantee intervention by a national Bank to benefit from the lower charge of the provisions and the lower cost of the guarantee, attaining medium to long term loans at variable rate and agreeing on EURIBOR increases that are lower than the market standards. Furthermore, also in the perspective of limiting the exposure to the risk of rising rates, the Parent Company
requested the granting of the loans obtained in the fiscal year being closed at a fixed rate and in 2017 ‐ it diversified the sources of financing through the issue of a fixed rate debenture loan. Exchange rate risk
The Group is not exposed to the exchange rate risk and consequently – as at the date of December 31st, 2017, does not detain any financial derivative instruments to cover the exchange rate risk. Rating On June 26th 2015, Standard & Poor’s granted the Company the “BBB” rating level (“A+” for SMAT S.p.A. stand‐alone). Subsequently, Standard & Poor’s released the following Rating Actions:
- On June 28th, 2016 it confirmed corporate credit rating “BBB” on the long term and a steady outlook;
- On February 13rd 2017, it confirmed corporate credit rating “BBB” on the long term and the steady outlook, and it allocated preliminary rating “BBB” to the planned release of bonds;
- On April 5th 2017, it confirmed corporate credit rating “BBB” on the long term, revising the outlook from steady to negative, only as a function of the revision of the outlook on the City of Turin, and it confirmed preliminary rating “BBB” to the planned issue of bonds;
- On April 11th 2017, it confirmed rating “BBB” for the issue of bonds. - On November 2nd 2017 it lowered the rating (Corporate Credit Rating and Senior Unsecured) to
“BBB‐” in relation to the uncertainties in the long‐term regarding the uncertainties on the long term financial strategy caused by the proposal of the City of Turin to transform the company into a non‐profit consortium, confirming the negative outlook and bringing the stand‐alone credit profile to “bbb+”.
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F. SIGNIFICANT EVENTS DURING FISCAL YEAR 2017
F1. Programmatic Safety policy paper
We wish to highlight that ‐ on March 18th 2017, Società Metropolitana Acque Torino S.p.A., appointed to the treatment, drafted, as appropriate measure, the Programmatic Safety document.
F2. 2017 Rates
The rates applied in 2017 have not changed from 2016 and are derived from the Rate Maneuver (Manovra Ratearia), deliberated by ATO 3 Torinese with resolution no. 210 of October 4th 2016, and subsequently approved by the ARERA with resolution 571/2016/R/IDR October 14th, 2016. For households in hardship conditions, with ISEE (external signs of wealth criterion) lower than or equal to EUR 12,000.00, because of the persistence of the negative economic conditions, the ISEE rate reduction is confirmed with the criteria and amounts define by deliberations no. 483 of April 15th 2013 and no. 522 of March 20th 2014. Furthermore, upon request of the Municipalities, on the grounds of the high social value represented by the municipal and provincial users, which concerns ‐ amongst others ‐ schools, canteens and public fountains, in 2016 a 50% reduction of the Integrated Water Service rate was applied to said users, so that they could keep on delivering the aforementioned services and were also involved and encouraged to invest and pay greater attention and deploy resources in favor of the environmental policies, for the safeguard of the territory and the recovery of the degraded areas. The subsequent lower rate revenues shall not be the subject of adjustment on the water service rate.
F3. UI1 Rate component
By deliberation 6/2013/R/COM of January 16th 2013, AEEGSI (now ARERA) established the UI1 rate component in favor of populations stricken by the earthquake, applied as an increase to the costs for water, sewers and wastewater treatment starting from January 1st 2013 with a two‐month payment by the provider to CSEA (Energy and Environmental Services Fund). Such component is 0.4 eurocents for the service managed and requires a yearly payment of approximately EUR 2.3 million.
F4. Adaptation to the contractual regulations and metering
To implement Resolution no. 655/2015/R/IDR of December 23rd 2015 of AEEGSI (now ARERA), regarding the “Integrated Water Service Quality Regulations Contract”, in other words to each of the individual services therein, as well as subsequent Resolution no. 218/2016/ R/IDR of May 5th 2016, regarding “Provisions for the delivery of the metering service of the integrated water service at the national level”, SMAT S.p.A. has deemed it necessary to fully replace the software for SII Users' Management support to ensure introduction of the functionalities and operational and management procedures required by the deadline of July 1st 2017 defined by AEEGSI Resolution no. 676/2016/R/IDR of November 17th 2016. Furthermore, in order to assimilate the provisions contained in the aforementioned resolutions, ATO3 started a process of updating the Service Chart, inspired by principles of transparency, sharing and participation of the citizens and of the Consumer Associations, whose closing is planned for the forthcoming month of June. Therefore in compliance with the effective date of July 1st bills were issued with the new system and the new services were provided in favor of users.
F5.Environmental certification
SMAT S.p.A. has prepared an environmental management system shared with all of its employees to protect the environment and to improve its protection in 2016 which allowed it to obtain certification UNI EN ISO 14001:2015. It is a voluntary certification which aims at ensuring Environmental Protection, preventing pollution, reducing waste and the consumption of energy and materials and, in general, the environmental impact deriving from corporate activity or activities that the company can influence.
F6. Revenue Agency
On 03/17/2017 the Revenue Agency of Torino, Major Taxpayers’ Office, started its activities to access, for the purpose of assessment, the tax period 2013 and in particular certain items of the Income Statement.
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This access ended with the issue of an Assessment Report Process on 10/12/2017 containing a greater assessment of the taxable IRES and IRAP amounting to approximately EUR 452,000. Taking into consideration the type of assessment, the Company closed the Assessment Report Process. by making a voluntary payment on 11/13/2017 for taxes (IRES and IRAP) amounting to approximately EUR 143,000, reduced penalties amounting to approximately EUR 26,000 and interest amounting to nearly EUR 2,000. This active repentance was followed by the supplementary tax return with the presentation of the higher amount of taxable revenues.
F7. Recruitment of apprentices
In implementation of the industrial plant 2015‐2019,to pursue an adequate transfer of skills by 2019 public selection was made to recruit 36 young workers of between 17 ‐ 30 years old, with professionalizing apprenticeship contract in order to obtain plant qualifications that will be mainly employed in the sectors of maintenance and distribution of the drinking water and sewer network, in the operation of plants, in the detection of leaks, remote control systems, facility management I’ve also in the financial‐administrative sector. After vetting 3000 candidacies in only four months, SMAT S.p.A. ‐‐ with the involvement of six commissions made up of directors and senior managers of the Company – prepared the graduated lists and hired 33 young apprentices to carry out professional jobs that require adequate specialization. For 2 to 3 years, depending on their jobs, the apprentices will follow specific training courses and will be guided by experts in the Company who will mentor them to verify step by step their degree of learning, operative capability and the stake they hold in their work.
F8. Legislative decree no. 175 of August 19th 2016 (Madia)
Pursuant to art. 26 paragraph 5 regarding the issue of the aforementioned the financial instrument, also subsequent to communication to the Corte of Conti, the aforementioned decree is not applicable.
F9. Non‐financial information (NFI)
One of the new requirements affecting fiscal year 2017 is the obligation to draft, pursuant to articles 3 and 4 of Legislative Decree 254/2016, the consolidated non‐financial declaration.
26
G. SIGNIFICANT EVENTS OCCURRING AFTER DECEMBER 31ST 2017 AND BUSINESS OUTLOOK
G1. Regulatory trends – effects on 2018
AEEGSI becomes ARERA With the publication in Official Gazette of December 29th 2017 of the Budgetary Law 2018 (Law no. 205 of December 27th 2017) which attributed the Authority regulatory tasks, even in the waste sector, the Authority for the electricity, gas and water systems (AEEGSI) changed its name to Regulatory Authority for Energy Networks and the Environment (ARERA). As fa as the Evolution of the legal and regulatory context, the most important change has been issuing by the ARERA health resolutions that have introduced new performance standards as regards users and technology that require a comprehensive rethinking of the modality for distributing the service and the consequent operative reorganization to readapt the current organization to the new demands. Accounting separation (TIUC) The process of separating the accounting was started by the authority also for the water sector with the publication on March 24th 2016 resolution n. 137/2016/R/COM, stating “Integration of the integrated text for account unbundling (TIUC) with the provisions on matters of the obligation of account separation (unbundling) for the water sector”. The company, in reference to the “Integrated regulatory accounting manual for the water sector” published on December 15th 2017, in February 2018 complied with the required deadline, and prepared and transmitted separate annual accounts (SAA) for Fiscal year 2016 according to the regulations of the simplified transitory separate accounting system required for utilities companies of the SII. Fee reform (TICSI) On September 28th 2017 the authority published resolution no. 665/2017/R/IDR stating “approval of the integrated text on fees for water services (TICSI), laying down the criteria of rate articulation applied to users”, that defines the criteria for the definition of rate articulation applied to the users of the integrated water service (SII) by government agencies on the Ambito (or other competent entities) are called upon to follow the reorganization of the fee structure for the final users. The authority rationalized and standardized the rate articulation criteria by promoting the installation of differentiated meters that would at least separate the consumption volumes of domestic users from non‐domestic users. By June 30th 2018, the Ente di Governo d’Ambito (EGA) [Government Area Agency] will be responsible for defining, in particular, the rate articulation applied to resident domestic users by using, for the purpose of determining the variable amount of the aqueduct fee, the per capita criterion. The EGA will also have to define the new fees for the wastewater collection treatment service or non‐domestic users authorized to discharge their effluent and ‐ industrial waste into public sewers (industrial fee). Finally, the EGA will have to verify compliance with limitations on the revenues of utility providers, adopting, through its own approval resolution, the fee structure to be applied to users of the integrated water service starting on January 1st 2018. Water bonus (TIBSI) On December 21th 2017 the authority published resolution no. 897/2017/R/IDR declaring “approval of the integrated text for the application modalities of social water bonus for the supply of water to economically disadvantaged domestic uses”. With the TIBSI, the Authority Implemented the system for the compensation of expenses sustained for water supply by domestic users living in economic hardship. Adhering to the provisions already envisaged by the D.P.C.M. October 13th 2016, it therefore introduced the social water bonus, articulated according to the standard regulations on National territory. The Authority protected the improvement opportunities provided locally by allowing the application of the supplementary water bonus. The admissibility procedure and dispensing of the supplementary water bonus are determined and approved by the Government of Piano d’Ambito Entities having territorial jurisdiction in consideration of various territorial specificities. Direct users are given in their water bill through the application of a compensatory rate component, while the indirect users are giving a one off contribution according to the procedures autonomously established by the utilities company.
27
The charge deriving from the payment of the social water bonus is guaranteed by establishing a new rate component called UI3 in the amount of 0.5 eurocents/m3 of the aqueduct service applicable starting on January 1st 2018, that is payable by the Local Community. The social water bonus is paid for a period of 12 months (renewable). The applications for the bonus can be submitted starting on July 1st 2018, effective retroactively from January 1st 2018. Technical quality regulation (RQTI) By resolution no. 917/2017/R/IDR of December 27th 2017 issuing “Regulation of the technical quality of the integrated water service or each of the single services therein (RQTI)” are defined as the minimum levels and goals of technical quality of the integrated water service, by the introduction of prerequisites, general standards, associated with an incentivizing mechanism with bonuses/penalties, and specific standards, and noncompliance gives rise to the application of indemnities. The new regulation become applicable on January 1st 2018. The utility companies are required to register all the values underlying the specific and general indicators for each of the ATOs in which they operate, and to keep such data for a period 10 years starting from 1st January of the year subsequent to the year of registration. The ARERA set up a UI2 rate component, in the amount of 0.9 €/m3 for each aqueduct, sewer and drinking water treatment service applicable starting on January 1st 2018 and mainly intended to promote the technical quality. Rate update On December 27th 2017 the AEEGSI (now ARERA) published resolution no. 918/2017/R/IDR issuing “Biennial update of rate predisposition of the integrated water service” that approves the provisions involving the definition of rules and procedures for the biennial update, envisaged by article 8 of resolution 664/2015/R/IDR, for the purposes of redetermining the rates of the integrated water services for the years 2018 and 2019, elaborated in observance of the rate methodology as per Annex A to the same resolution (MTI‐2). The rate method envisages an increasingly accentuated integration with the technical quality measures required by the RQTI as per Resolution 917/2017/R/idr. In fulfilment of the requisites of said resolution, the Government of Piano d’Ambito Entity must define the goals to pursue (on the basis of the technical quality standards established by the RQTI and the starting level performance) and acquire the proposal of the utilities company regarding the interventions required to achieve those goals, update the program of interventions and adopt by its own approval resolution the consequent adaptation of the financial economic plan that, along with the documentation attached thereto, it must send to the Authority for definitive rate approval. Sludge in Agriculture Again, regarding waste water, Legislative Decree 99/92 was the subject of revision on the national level that, in implementation of directive 86/278/EC, regulates the use of sludge in agriculture. Since this is a dated piece of legislation, and characterized by a heterogenous application in the various regions of Italy on the basis of the regional laws introduced by virtue of art. 6 of the aforementioned Legislative Decree 99/92, the parliamentary procedure for revision of the decree and the relevant annexes entered into force with DDL AS no. 2323 with the draft of Ministerial Decree of July 2017.The matter is a critical factor because application of the Legislative Decree 99/92 was recently the subject of litigations (see the decision of the Supreme Court of Appeal, section III penal, no. 27958 of June 6th 2017, President. Savani, Speaker. Di Nicola) and a significantly restrictive revision of the law could go so far as endangering the continuation of the water treatment service, which is of public utility.
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H. ORGANIZATIONAL MODEL SUPERVISION, ANTICORRUPTION AND TRANSPARENCY BODY
H1. Supervisory Body
The experience of SMAT S.p.A. on matter of administrative responsibility led to the appointment of the monocratic Supervisory Body as early as 2003 resulting in the adoption of the Organizational Management and Control Body7. In 2011, SMAT appointed a joint Supervisory Body, and again allocated the appropriate financial resources for the development of its tasks. The Organizational Model, Supervisory and Anti‐Corruption Board for the prevention of administrative breaches constitutes ‐ together with the Code of Ethics and other elements of the corporate governance (Legal Audit, internal auditing, quality certification, BS OHSAS 18001:2007 certification, environmental certification 14001:2015), ‐ an effective tool to raise the awareness of all subjects that operate on behalf of SMAT so that ‐ in exercising their activities ‐ they adopt behaviors inspired by the ethics of responsibility and in compliance with the provisions of law . The Organizational Model and the Supervisory and Anti‐Corruption Bodies pursuant to Legislative Decree no. 231/2001 and the Code of Ethics, implemented in compliance with the amendments approved by the Board of Directors meeting of September 29th 2016, are being further updated to adhere to the legislative and corporate changes, in particular subsequent to the introduction of new crimes (such as illicit brokering8and the modifications to corruption laws in the private sector9. Moreover, in fiscal year 2017, based on the updated Organizational Model, Supervisory and Anti‐Corruption Board, the Supervisory Body developed its activities of monitoring, updating and information. In particular:
monitoring and implementation of the Model in line with the conformity programs approved by the Board of Directors and drafted for each procedure subject to the "sensitive" processes identified by the Model, in order to prevent crimes that may imply administrative liability of the Company;
information to all the executives and employees involved in activities subject to the risk of alleged crime, to spread the updating of the new crimes pursuant to Legislative Decree 231/2001, on the purposes and contents of the adopted Organization, Management and Control Model. The information was spread through the company intranet platform by the ad hoc document management software.
In general, all the aforementioned subjects were informed of the disciplinary system adopted in case of violation of the Model, as well as of the communication required in cases of breaches of the Code of Ethics or the internal procedures. A dedicated communication line to Supervisory Body has been reserved. With reference to the information to external collaborators and partners, the purchase contracts and orders were adapted with a specific request of acceptance of and commitment to the application of the ethical principles contained in the Code. The Board Meeting held on January 23rd 2014 also assigned to the Supervisory Board functions and competences similar to the ones exercised by the Independent Assessment Body (OIV). i.e. monitoring and control of transparency. Furthermore, the Board Meeting held on January 26th 2015 assigned the Supervisory Board with the Supervision of Transparency and approved ‐ at the meeting held on May 13th 2016 ‐ the update of the Three‐Year Program for Transparency and Integrity (PTTI). To this end, it is worth pointing out ‐ in any case ‐ that there were no cases of corruption involving SMAT in 2017 or previous years. The General Part of the Organizational Model is available on the company website www.smatorino.it.
H2. Anti‐Corruption and Transparency
After the ANAC resolution no. 8 of 06/17/2015 at the meeting held on September 7th 2015, the Board of Directors appointed the Corruption Prevention Officer (CPO) from among the company executives, and deliberated to supplement the composition of the Supervisory Body by introducing the CPO as an additional internal member.
7 In compliance with Legislative Decree 231/2001. 8 In effect since 4 November 2016, pursuant to Law 199/2016 which amended art. 25‐septies of Legislative Decree 231/01. 9 In effect since 14 aprile 2017 pursuant to Legislative Decree 38/2017 (art. 25‐ter of Legislative Decree 231/01).
29
At the Board of Directors meeting held on January 26th 2017, the Anti‐Corruption Measures were approved, and the existing Corruption Prevention Preliminary Plan was updated on the Company's institutional website. On 11/08/2017, with Directive no. 1134, the ANAC issued the new Guidelines for private law companies under public control, in replacement of the previous Guidelines pursuant to Resolution no. 8 of 17/06/2015, confirming the need to appoint a Corruption Prevention Officer also responsible for transparency requirements as per Legislative Decree 33/2013. The last ANAC guidelines also gave a new list of requirements for the publication of data for Transparency, establishing 01/31/2018 as the deadline for compliance with the new obligations by the company. SMAT S.p.A., by Resolution of the Board of Directors meeting of 02/15/2018, appointed a new Corruption Prevention and Transparency Officer (CPTO), and confirmed the four members (an external Chairman and three internal members) of the Supervisory Body.
H3. Privacy
The new European regulation 679/2016 (GDPR) on matters of personal data protection came into effect officially on May 26th 2016. The text published in the Official Journal of the European Union (OJ) on May 4th 2016 – became definitively applicable directly in all countries off the EU starting on May 25th 2018 when the perfect alignment must be ensured between Italian laws on data protection and the provisions of the Regulations. In implementation of the aforesaid SMAT S.p.A. regulations, the Data Protection Officer was appointed with resolution of the Board of Directors meeting on March 7th 2018.
H4. Information concerning personnel safety and work environment
The company has continued the activities aimed at ensuring compliance with the law, regulations and standards related to safety and health at the workplace. Therefore, in a perspective of pursuing the continuous improvement in terms of the management of workplace health and safety, on March 5th 2015 the Company obtained voluntary certification BS OHSAS 18001. The BS OHSAS 18001:2007 certification defines the standards recognized at international level, in order to allow the organization to control its own risks and optimize its performance, defining policies and objectives that involve and motivate the personnel. In such perspective, the corporate activities will keep being submitted to periodical surveillance to ascertain the effectiveness and implementation of the system. We hereby certify that ‐ during the fiscal year that is the subject of these Financial Statements ‐ no fatalities or charges due to occupational diseases or mobbing on employees entered on the sole job register have been recorded.
H5. List of SMAT Group branches
The Parent Company SMAT S.p.A. and the other subsidiaries exercise their own activities at their respective registered offices and local reference operations, no group branches ex‐art. 2299 of the Italian Civil Code are entered.
30
I. RELATIONSHIPS WITH RELATED PARTIES As related to the relations developed with the related parties, as defined in art. 2428, paragraph 2, no. 2 of the Italian Civil Code, we highlight herein under the main operations Parent Company SMAT S.p.A. has developed with them.
I1. Relations with the City of Turin
In relation to the City of Turin, regarding the shares held (directly or indirectly), in the amount of 63.67%, as at the date of this Financial Statements, the following relations exist, as a result of transactions operated in standard market conditions:
Receivables Payables Expenses Revenues
CITY OF TURIN 4,310,199 1,590,207 1,828,468 3,948,911
As related to the composition of the receivables from the City of Turin, the most significant items concern the supply of the Integrated Water Service (invoices issued or to be issued for approx. EUR 4.154 million), other activities and services (invoices issued or to be issued for approx. EUR 155 thousands). As related to the composition of the payables to the City of Turin, the most significant items consist of the 2017 instalments of the Local Authority Fees deliberated by Ente d’Ambito n. 3 Torinese for the fiscal year that is being closed and for a total amount of approx. EUR 1,589 million. The evolution of the amounts receivable from and payable to the City of Turin is a consequence of the reciprocal payments made at the stipulated deadlines.
The revenues are reported at the net amount of EUR 3.176 million in reference to the 50% rate reduction established for public use users applied in 2017.
I2. Relations with the subsidiaries and associates
As regards the companies of the Group which are to be considered as subsidiaries and/or associates in compliance with article 2359 c.c., as at the date of these Financial Statements there were the following relations, deriving from transactions operated in standard market conditions or by specific or general agreements to regulate the exchange of services between the parties:
Receivables Payables Expenses Revenues
RISORSE IDRICHE S.p.A. 2,971,789 4,809,663 2,430,288 183,113
AIDA AMBIENTE S.r.l. 232,256 738,596 1,271,416 268,944
SAP S.p.A. 79,656 15,591 48,297 80,816
ACQUEDOTTO DEL MONFERRATO S.p.A. 173,894 33,955 ‐ 5,002
Total 3,457,595 5,597,805 3,750,001 537,875 Almost all SMAT S.p.A. financial and commercial receivables due from SAP S.p.A. as at December 31st 2016 were transferred to IRETI S.p.A. as part of the transfer of SAP's business branch concerning the residual concessions still in force, and it was formalized within the restructuring plan within fiscal year 2017 and fully adhered to according to the stipulated deadlines.
31
CONSOLIDATED FINANCIAL STATEMENT
OF THE SMAT GROUP AS AT DECEMBER 31st 2017
14th CONSOLIDATED FINANCIAL STATEMENT
32
CONSOLIDATED STATEMENT OF FINANCIAL POSITION Euro Ref. 12/31/2017 12/31/2016
ASSETS
Non‐current assets
Tangible Fixed Assets 1 169,042,271 168,709,354
Goodwill 2 5,928,005 5,928,005
Other intangible assets 3 3,584,556 3,080,887
Concessions 4 579,570,400 553,663,229
Investments 5 19,173,212 20,933,334
Deferred tax assets 6 15,237,678 14,797,091
Non‐current financial assets 7 907,727 850,317
Other non‐current assets 0 0
Total non‐current assets 793,443,849 767,962,217
Current assets
Inventory 8 7,415,403 6,386,958
Trade and other receivables 9 267,649,242 240,823,419
Current tax assets 10 8,195,269 7,531,992
Current financial assets 11 0 2,300,000
Other current assets 12 7,106,726 6,790,849
Cash and cash equivalents 13 131,996,512 54,537,900
Total current assets 422,363,152 318,371,118
Assets intended for sale 0 0
TOTAL ASSETS 1,215,807,001 1,086,333,335
33
CONSOLIDATED STATEMENT OF FINANCIAL POSITION Euro Ref. 12/31/2017 12/31/2016
NET EQUITY AND LIABILITIES
NET EQUITY
Share capital 345,533,762 345,533,762
Legal reserve 15,298,020 12,220,577
Reserve restricted for PEF implementation 153,583,962 106,806,840
FTA reserve (2,845,993) (2,845,993)
Other reserves and retained earnings 6,207,846 10,751,415
Operating profit due to Parent Company shareholders 60,415,092 62,195,796
TOTAL NET EQUITY OF PARENT COMPANY 578,192,689 534,662,397
Capital and reserves attributable to non‐controlling interests 266,760 242,518
Profit for the year attributable to non‐controlling interests 60,871 191,095
TOTAL NET EQUITY 327,631 433,613
TOTAL NET EQUITY 14 578,520,320 535,096,010
LIABILITIES
Non‐current liabilities
Non‐current financial liabilities 15 331,444,828 246,448,813
Provisions for employee benefits 16 18,627,033 19,195,246
Provisions for risks 17 26,729,459 24,919,364
Deferred tax liabilities 18 341,798 574,576
Other non‐current liabilities 19 52,303,449 52,663,003
Total non‐current liabilities 429,446,567 343,801,002
Current liabilities
Current financial liabilities 15 51,083,139 49,487,059
Trade and other payables 20 79,172,910 80,362,132
Current tax liabilities 21 8,012,750 10,379,374
Other current liabilities 22 69,571,315 67,207,758
Other current financial liabilities 0 0
Total current liabilities 207,840,114 207,436,323
Liabilities destined for sale 0 0
TOTAL LIABILITIES 637,286,681 551,237,325
TOTAL NET EQUITY AND LIABILITIES 1,215,807,001 1,086,333,335
34
CONSOLIDATED INCOME STATEMENT
Ref. 2017 2016
REVENUES
Revenues 23 330,084,397 335,619,231
Revenues for planning and construction activities 24 62,140,413 63,730,338
Other revenues 25 16,208,920 14,397,429
Total revenues 408,433,730 413,746,998
COSTS
Consumption of raw materials and consumables 26 11,354,150 11,101,268
Costs for leased assets and services 27 108,683,944 111,819,976
Payroll costs 28 62,123,958 61,117,593
Other operating expenses 29 21,666,856 21,181,657
Costs for planning and construction activities 30 58,716,004 60,844,225
Total operating expenses 262,544,912 266,064,719
Gross operating margin 145,888,818 147,682,279
Amortizations, depreciation and write‐downs 31 (58,438,792) (56,555,523)
Operating Income (EBIT) 87,450,026 91,126,756
Financial income 32 5,437,544 6,397,479
Financial expense 33 (6,799,437) (5,686,796)
Total financial management (1,361,893) 710,683
Result before taxes 86,088,133 91,837,439
Income Taxes 34 (25,612,170) (29,450,548)
PROFIT (LOSS) FOR THE YEAR 60,475,963 62,386,891
of which
Belonging to non‐controlling interests 60,871 191,095
Belonging to the parent company 60,415,092 62,195,796
35
COMPREHENSIVE CONSOLIDATED INCOME STATEMENT Ref. 2017 2016
A. Profit for the year 60,475,963 62,386,891
Actuarial profit (loss) on employee benefits (Employee Severance Indemnity) (18,706) (678,821)
Tax effect on Profit /(loss)that will not be subsequently reclassified in the Income Statement 0 0
B. Profits/(losses) entered directly under Net Equity and that
(18,706) (678,821) will not later be reclassified in the Income Statement
Share of other profits/(losses) by the Enterprises assessed by the Net Equity method 0 0
Tax effect on Profit /(loss)which will then be reclassified on the Income Statement
when given conditions are met 0 0
C. Profits/(losses) entered directly under Net Equity and that
0 0 will not later be reclassified in the Income Statement
D. Total profit for the year (A + B + C) 60,457,257 61,708,070
Of which:
Belonging to non‐controlling interests 65,516 182,101
Belonging to the Parent Company 60,391,741 61,525,969
36
CONSOLIDATED CASH FLOW STATEMENT Euro Ref. 2017 2016
A. Financial flows of the operational activity 81,308,485 102,643,300
Profit (loss) for the year 60,475,963 62,386,891
Adjustments for non‐monetary costs and revenues
Intangible depreciations 1,338,636 957,320
Tangible depreciation 16,158,822 15,778,901
Depreciation for concessions 36,287,725 34,056,609
Increase/(Decrease) of the provisions for contingencies and charges 1,810,095 (1,127,956)
Increase/(Decrease)in provisions for employee benefits (568,213) 287,586
Advanced/deferred tax change (673,365) 1,208,363
Change for other non‐current liabilities (416,964) (382,790)
Net Equity reserve change
Conversion difference 0 0
Actuarial profit and loss 0 0
Other movements (5,378,503) (6,105,698)
Change in the net working capital
(Increase)/Decrease of the trade receivables (26,825,823) 6,324,359
(Increase) /decrease of other assets 1,320,846 4,680,554
Stock (Increase)/decrease (1,028,445) (217,210)
(Increase)/Decrease of the trade payables (1,189,222) 1,050,120
(Increase) /decrease of other liabilities (3,067) (16,253,749)
B. Financial flow of the investment assets (78,768,818) (72,595,577)
Disinvestments /(investments) of intangible assets (1,842,305) (1,718,443)
Disinvestments /(investments) of tangible assets (16,491,739) (10,006,554)
Disinvestment /(investments) of assets under a license agreement (62,194,896) (64,137,974)
Changes in the investments 1,760,122 3,267,394
Changes in the consolidation area
C. Financial flows of the financial assets 74,918,945 12,489,295
Cash from the issue of share capital 0 0
(Purchase)/Release of shares 0 0
Change of the financial debit 85,050,158 22,301,764
Other changes in financial liabilities 1,541,937 587,225
(Dividends paid) (11,673,150) (10,399,694)
D. Net flows (A ± B ± C) 77,458,612 42,537,018
E. Liquidity at the beginning of period 54,537,900 12,000,882
F. Liquidity at the end of period (D ± E) 131,996,512 54,537,900
37
CONSOLIDATED CHANGES IN NET EQUITY
(in euros) 12/31/2015 Allocation of
result Distribution of Profit
Other movements
Profit for the year
12/31/2016
Share capital 345,533,762 345,533,762
Legal reserve 9,472,723 2,747,854 12,220,577
Reserve Restricted to PEF Implementation 65,039,457 41,767,383 106,806,840
FTA Reserve (2,845,993) (2,845,993)
Other reserves and retained earnings:
Optional reserve 34,342,562 34,342,562
Consolidation Reserve 5,026,588 5,026,588
Severance actualization reserve 962,281 (8,994) (669,827) 283,460
Reserve for purchase of treasury shares (19,659,864) (5,249,040) (24,908,904)
Reserve for rounding up units (3) (3)
Retained earnings 62,636 6,345,488 (10,399,694) (718) (3,992,288)
Total other reserves and retained earnings 20,734,200 6,345,488 (10,399,694) (5,258,752) (669,827) 10,751,415
Profit for the year 50,860,725 (50,860,725) 62,195,796 62,195,796
TOTAL NET EQUITY OF THE GROUP 488,794,874 0 (10,399,694) (5,258,752) 61,525,969 534,662,397
Capital and reserve of non‐controlling interests 218,133 201,504 (168,125) (8,994) 242,518
Non‐controlling interests 201,504 (201,504) 191,095 191,095
TOTAL EQUITY OF NON‐CONTROLLING PARTIES 419,637 0 0 (168,125) 182,101 433,613
TOTAL CONSOLIDATED NET EQUITY 489,214,511 0 (10,399,694) (5,426,877) 61,708,070 535,096,010
(in euros) 12/31/2016 Allocation of
result Distribution of Profit
Other movements
Result for the year
12/31/2017
Share capital 345,533,762 0 345,533,762
Legal reserve 12,220,577 3,077,443 15,298,020
Reserve Restricted to PEF Implementation 106,806,840 46,777,122 153,583,962
FTA Reserve (2,845,993) 0 (2,845,993)
Other reserves and retained earnings:
Optional reserve 34,342,562 0 34,342,562
Consolidation reserve 5,026,588
0
5,026,588
Severance actualization reserve 283,460
4,645 (23,351) 264,754
Reserve for purchase of treasury shares (24,908,904)
(5,192,940)
(30,101,844)
Reserve for rounding up units (3)
(4)
(7)
Retained earnings (3,992,288) 12,341,231 (11,673,150)
(3,324,207)
Total other reserves and retained earnings 10,751,415 12,341,231 (11,673,150) (5,188,299) (23,351) 6,207,846
Profit for the year 62,195,796 (62,195,796) 60,415,092 60,415,092
TOTAL NET EQUITY OF THE GROUP 534,662,397 0 (11,673,150) (5,188,299) 60,391,741 578,192,689
Capital and reserves of non‐controlling interests 242,518 191,095 (171,498) 4,645 266,760
Profit for the year attributable to non‐controlling interests 191,095 (191,095) 60,871 60,871
TOTAL EQUITY OF NON‐CONTROLLING PARTIES 433,613 0 0 (171,498) 65,516 327,631
TOTAL CONSOLIDATED NET EQUITY 535,096,010 0 (11,673,150) (5,359,797) 60,457,257 578,520,320
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SMAT GROUP NOTES TO THE ACCOUNTS We report herein under the main criteria and accounting principles applied in setting and drafting the consolidated financial statement of the Group (the Consolidated Financial statement) Such accounting principles have been applied consistently for all the fiscal years reported in this document.
Principles for preparation of the financial statement
European (CE) Regulations no. 1606/2002 of July 19th 2002 introduced the obligation, starting from fiscal year 2005, to apply the International Financial Reporting Standards (“IFRS”), as amended by the International Accounting Standards Board (“IASB”), and adopted by the European Union (“IFRS” or "International Accounting Principles”) for the drafting of the statements of account of the companies holding capital and/or debit shares quoted in one of the markets regulated by the European Community. On April 13th 2017, SMAT issued a bond loan for a rated amount of a EUR 135 million subscribed by institutional investors and it provided for quotation at the Irish Stock Exchange. In compliance with the aforementioned legislative provisions, SMAT is therefore supposed to draft the consolidated and fiscal year financial statement in compliance with the IFRS starting from the fiscal year closed on December 31st 2016.
The data of transition to IFRS was therefore been identified as January 1st 2015. The Company had already drawn up the consolidated financial statements for the fiscal years closed at December 31st 2015 and 2014 in compliance with the accounting principles issued by Association of Chartered Accountants, as amended by the Italian Accounting Body. The relevant Appendix reports therefore the information requested for the purposes of IFRS 1 as related to the first application of the IFRS.
These Financial Statements are therefore drafted in compliance with the IFRS in force at the date of its approval. IFRS means the new International Financial Reporting Standards, the reviewed international accounting principles (“IAS”), all the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), formerly named Standing Interpretations Committee (“SIC”), certified and adopted by the European Union.
The Financial Statements schedules and the accounting information reported in the Explanatory Notes comply with the book entries they directly derive from. The IFRS have been applied consistently for all the fiscal years reported in this document.
The statement of account prospectus, as provided for in art. 2423‐ter of the Civil Code reports by appropriate comparison the indication of the previous year values. Where required, the data of the previous fiscal year have been suitably adapted in order to ensure the appropriate comparison. This Financial Statements have been set in the perspective of corporate continuity and on the bases of the contractual criteria of the historical cost, with the exception of some book entries, which are detected at the fair value, in compliance with the provisions contained in the International Accounting Principles.
Structure and contents of the financial statement
The layout used for the Income Statement scalar with the single items analyzed according to their type. We believe this presentation, which is aligned with international procedure, is the one that best represents the company results. The total Income Statement is presented, as allowed by the revised IAS 1, in a document separate from net equity, and distinguishes between the components that can be reclassified in the Income Statement and those that cannot. The other components of the total Income Statement are highlighted separately also in the schedule of the net equity changes. The diagram of the equity and financial positions highlights the separation between the current and non‐current assets and liabilities. The financial reporting is drafted according to the indirect method, as allowed by IAS 7. The general principle adopted in drawing up this financial statement is cost, with the exception of the financial assets and liabilities (including the derivative instruments) which are assessed at fair value. The preparation of the Financial Statements has required the use of estimates by the management; the main areas characterized by particularly significant assessments and assumptions, together with those that have
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remarkable effects on the situations presented, are reported in section "Use of Estimates. " All the accounting prospects of the equity and financial status and of the Income Statement are expressed in Euro unit, whilst the data entered in the explanatory comments are expressed in thousand Euros, except when it is otherwise indicated.
Consolidation criteria
Below we have shown the principles adopted for elaborating the consolidated financial statement.
1. CONSOLIDATION AREA AND REFERENCE DATA This consolidated financial statement includes ‐ besides the Financial Statements of Parent Company SMAT S.p.A. ‐ the statements of account of its Subsidiaries (such statements of accounts, approved by the respective Boards of Directors, have been amended/reclassified as appropriate in order to make them homogeneous to the financial statement drafting standards of the Parent Company and consistent to the drafting standards of the international accounting principles (IAS/IFRS). The control is in force when the Parent Company has the power to manage the activities relevant to the company and is exposed to the variability of the results. The statements of account are included in the consolidated financial statement starting from the date the control is taken until such control ceases to exist. The joint control agreements can be classified as (i) “shareholding in joint ventures” if the Group has rights on the net assets of the agreement such as ‐ for instance ‐ in case of companies with their own legal personality, or (ii) “joint control activities" the Group has rights on the assets and obligations on the liabilities relevant to the agreements. The classification of the agreements is based upon the analysis of the same rights and obligations. The companies on which a "remarkable influence" is exerted have been assessed with the "net equity method”. Besides Parent Company SMAT S.p.A., the consolidation area includes:
Company Risorse Idriche S.p.A., where the Parent Company has direct control (91.62%) in compliance with article 2359 of the Civil Code;
Company AIDA Ambiente S.r.l., where the Parent Company has direct control (51.00%) in compliance with article 2359 of the Civil Code;
There are no discrepancies in the closing dates of the Financial Statements of the enterprises the Group consists of. The shareholding in SAP S.p.A., where the Parent Company exerts joint control together with company IRETI S.p.A, respectively at 44.92%, has been assessed with the Net Equity method. Through Parent Company SAP S.p.A., SMAT S.p.A. has indirect joint control on company Acquedotto Monferrato S.p.A.
2. CONSOLIDATION PRINCIPLES We represent hereinafter the criteria adopted by the Group for the definition of the consolidation area and of the relevant consolidation principles.
Integral consolidation Consolidation by the "integral method" essentially consists of taking up the assets and liabilities, costs and revenues of the consolidated companies, irrespectively on the size of the shareholding held and allocating the Third‐party shareholders ‐ in a purposely‐allocated item of the Net Equity called "Equity and reserve of third parties" ‐ the share of profit and reserves of their competence. Companies Risorse Idriche S.p.A. and AIDA Ambiente S.r.l. are consolidated through the full integration system. The asset and liability elements, as well as the revenues and charges of the aforementioned companies are taken in full (line by line). Elision applies to:
a) shareholdings in subsidiaries and their corresponding fractions of Net Equity held by the Parent Company, allocating the different asset and liability elements the current value at the date control is acquired; any difference, if positive, is reported, if there are the conditions for it, in the "Goodwill" asset item and reported in the Income Statement if negative,
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b) receivables and payables between companies included in the consolidation area; c) profits and charges relevant to operations performed between said companies, d) profits and charges resulting from operations performed between such companies and relevant to
values included in the equity; e) charge off of the dividends cashed by consolidated companies. In particular, the consolidation procedure required the elision of the charging values of the shareholdings and the corresponding shares of Net Equity in the subsidiaries. Such elision has been implemented in the accounting values referred to the date where the subsidiaries have been included for the first time in the consolidation (for Risorse Idriche S.p.A.at December 31st 2004, for AIDA Ambiente S.r.l. at December 31st 2009).
In past fiscal years, such elision determined for: Risorse Idriche S.p.A. a greater value of the shareholding in 2004, which was computed into the
consolidated financial statement ‐ to the Net Equity ‐ in an item denominated “Consolidation reserve" and amended in 2007, further to the increase in the control percentage (from 83.67% to 91.62%) with computing to the consolidated financial statement amongst the intangible assets in an item denominated “Consolidation Difference”;
AIDA Ambiente S.r.l. no difference.
The greater/lower price paid from the corresponding fraction of payment, deriving from the acquisition of further company shares is computed as reduction/increment of the net equity. The acquisitions of controlling shareholding that occur within the same Group (i.e. “business combinations under joint control”) are calculated in value continuity.
Elimination of the intra‐group profits/losses For the purposes of the consolidated financial statement, the economic result of the Group is only generated by the transactions relevant to third parties.
The profits/losses deriving from intra‐group transactions ‐ where existing ‐ are eliminated within the consolidation process, sharing the adjustment proportionally between the share relevant to the Group and the one related to Third Parties, taking also into account the tax effects.
Evaluation of the shareholding through the Net Equity method The shareholding is initially detected at cost and the accounting value is increased or reduced to identify the share belonging the controlling company, of the profits and losses of the subsidiary that are achieved after the date of acquisition. Any goodwill included in the value of the participating interest is subject to “impairment test”. The cost of acquisition is allocated to the pro‐rate of the assets and liabilities fair value, as they can be identified, of the related companies or joint ventures, and ‐by difference ‐ to goodwill. The share of the fiscal year of the subsidiary belonging the controlling company is identified in the Income Statement of the latter, with the exception of the effects relevant to other changes in the subsidiary net equity, different from the operations with the shareholders, which are directly reflected in the total Income Statement of the Group. In case of any losses exceeding the loading value of the shareholding, the part in excess is identified in a purposely‐allocated passive fund insofar the parent company is committed to comply with the legal obligations or in those that are implicit to the subsidiary or in any case to cover its losses. The dividends received by a subsidiary reduce the accounting value of the shareholding.
Valuation criteria
Goodwill and other intangible fixed assets
The identifiable controllable intangible assets are identified in the accounting; their cost can be reliably determined provided that such activities generate economic benefits in the future. Such assets are identified at cost value in compliance with the criteria indicated for the tangible assets and ‐ if their useful lifespan is defined ‐ they are depreciated throughout the period of such estimated lifespan. The depreciation starts at the moment the asset is ready to be used or ‐ in any case ‐ it starts producing
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economic benefits for the enterprise. The current assets include the costs relevant to intangible assets whose economic utilization process has not started yet.
The intangible assets with defined useful lifespan are systematically depreciated starting from when the asset is available for use throughout the period of expected usefulness. The goodwill and the other activities whose useful lifespan is not defined are not subject to systematic depreciation, but they are subject to yearly verifications of recoverability (the so‐called impairment test) rung at the level of the individual Cash Generating Unit (CGU) or groups of CGU's whose indefinite useful lifespan assets can be reasonably allocated. The test is described hereinafter in "Reduction of the value of the assets". Any write‐down ascribed to goodwill cannot be subject to subsequent return to default values. The goodwill acquired against payment during the release of branches SAC (January 1st 2014) and SAP (July 1st 2015) s not depreciated, but it is submitted every year to the so‐called impairment test.
The intangible assets identified as a result to an aggregation of companies are reported separately from the goodwill, if their fair value is reliably determined. The profits or losses that derive from the alienation of an intangible asset are identified as the difference between the dismissal value and the loading value of the asset and they are identified in the Income Statement at the moment the buyer is transferred the risks and benefits connected to the ownership of said asset.
Assets under concession
The concessions mainly consist of rights relevant to networks, systems and other equipment relevant to the Integrated Water Service given under license to SMAT Spa and which are functional to the management of such service. Such licenses are classified in a purposely‐allocated item according to the interpretation IFRIC 12 – Service Concession Arrangements. As far as the depreciation is concerned, IFRIC provides that the latter is calculated on the basis of what is stated in the agreement and ‐ in particular ‐ in a constant measure for the shorter period of time between the technical and economic lift of the assets given in license and the duration of the license itself, until the takeover value provided for in the license agreement is achieved. In particular, the value of the right of use of the public assets of the waterworks of the City of Turin and of C.I.A.C.T., which are defined in compliance with the expert appraisal of transfer, have been reported in this Financial Statements on the basis of the duration of the relevant agreement deed extended by Ente d’Ambito Torinese n. 3. The depreciation of the improvements made to said assets after the transfer date have been determined based on the estimated economic and technical useful lifespan. The depreciations on the improvements made to the well systems entrusted in direct management to the Company have been determined with reference to the estimated economic and technical useful life of the improvements made. The extension of the waterworks system of the City of Turin, received under a license agreement and for which it was established in the previous license contract by the City of Turin to AAM Torino S.p.A. (now liquidated) to be devolved free of charge at the end of the license have been depreciated on the basis of the estimated economic and technical life of said extension.
The extension includes the rights on networks, systems and other equipment relevant to the Integrated Water Service and connected to services managed by SMAT S.p.A. The implementation of ’IFRIC 12 has required the application to the same infrastructures ‐ of IAS 11, since, if the licensee builds or upgrades an infrastructure it does not control, the relevant services of building and upgrading developed on behalf of the licensor are considered as actual activities developed against purchase order. Since a large part of the activities is sub‐contracted and that the margin of benefit acknowledged in the remuneration of the service rate cannot be identified separately on the building activities that were developed in‐house, such infrastructures are identified based on the cost that was actually sustained.
Tangible fixed assets
The tangible assets are identified at the purchase or production cost including the accessory charges, or at the value based on appraisals of the company equity, in case of acquisitions of companies, net of the relevant depreciation fund and to any losses of value. The production cost included the direct and indirect costs for the share that can be reasonably ascribed to the assets (e.g.: personnel costs, transport, customs duties, expenses for the preparation of the area of installation, testing costs, notary and land register expenses). The
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cost includes any professional fees and ‐ for some goods, the financial charges capitalized up to the coming into service of the good. The cost includes any cost for site reclaiming, on which the tangible asset lays, complies with the provisions of IAS 37. The expenses for the ordinary maintenance are fully charged to the Income Statement. The costs for improvements, modernization and transformation of incremental nature are computed to the capital assets. The accounting value of the tangible assets is submitted to verification to identify any losses of value, in particular when events or changes of condition identify that the charged value cannot be recovered. The tangible assets are reported gross to the system revenue grants which are identified in the Income Statement throughout the period of time required to refer them to the relevant costs; they are represented in the equity and financial status by reporting the grant as deferred revenue. The depreciation starts when the assets enter the production cycle and ‐ for the new acquisitions – it is calculated at 50% of the full rate part, since it is considered as representative of the actual use of the goods. The current assets include the costs relevant to intangible assets whose economic utilization process has not started yet. The tangible assets are systematically depreciated every fiscal year based on economic and technical rate parts that are considered as representative of the residual potential of use of the assets. We report herein under the tables with the depreciation rate parts that have been taken into account for the depreciation of the assets. As required by IAS 16, the estimated useful lifespan of the tangible assets are reviewed every fiscal year, in order to assess the need of an overhaul. In case it is ascertained that the estimated useful lifespan does not represent as appropriate the future expected benefits, the relevant depreciation plans must be redefined based on the new assumptions. Such changes are reported in a prospect to the Income Statement. During the fiscal year that has been closed, no change was reported in the depreciation plans for any of the categories of tangible assets.
The land is not depreciated. The profits or losses that derive from the alienation or dismissals of a tangible asset are identified as the difference between the sale revenue and the net accounting value of the asset and they are identified in the Income Statement at the moment the buyer is transferred the risks and benefits connected to the ownership of said asset.
Shareholdings
The other shareholdings are assessed in compliance with the "cost" criteria. If any signs of loss of value are highlighted, the value reported shall be aligned. The original cost is resumed in the following fiscal year if the reasons of the write‐down no longer stand.
If the reasons of the write‐down no longer stand, the shareholding assessed at the cost is reevaluated within the limits of the write‐downs performed, with reporting of the effect to the Income Statement. The risk deriving from any losses exceeding the loading value of the participating interest is identified in a purposely‐allocated fund insofar the parent company is committed to comply with the legal obligations, in those that are implicit to the subsidiary, or ‐ in any case‐ to cover its losses.
The financial assets the Company intends to and can keep until the expiry are reported at the cost represented by the fair value of the initial amount given in exchange, incremented by the transaction cost. As a result of the initial identification, the financial assets are assessed through the criteria of depreciated cost, using the method of the actual interest rate.
Non‐current financial assets Such category includes those assets that are not represented by derivate instruments and are not quoted in an active market, of which fixed or identifiable payments are expected. Such assets are assessed at the depreciated cost based on the actual interest rate method. If there is objective evidence of the value loss indicators, the value of the assets is reduced in such a measure to result equal to the discounted value of the flows that can be obtained in the future: the losses of value determined through the impairment test are reported in the Income Statement. If the reasons of the previous write‐downs no longer stand in subsequent periods, the value of the assets is resumed until it reaches the value that would derive from the application of the depreciated cost if the impairment had not been performed. Such assets are classified as current assets, except the shares whose expiry is longer than 1 month, which are included amongst the noncurrent assets.
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Inventory
The inventory is assessed at the lowest value between the average weighed cost for the movement and the corresponding market value, in order to reflect any conditions of technical obsolescence or low turnover, as reported in the purposely‐allocated Write‐down Fund taken to direct reduction of the inventory to take the cost back to the value that is expected to be achieved.
Receivables
The credits are initially computed at the “fair value" and ‐ then ‐ at the depreciated cost, where it is significant, using the actual interest rate, reduced for losses of value. The losses of value of the credits are reported in the Income Statement when objective evidence is detected that the Group shall not be able to recover such credit. The amount of the write‐down is measured as the difference between the accounting value and the current value of the expected future financial flows. The value of the credits is reported in the financial statement net of the credit write‐down fund.
Financial assets and other current assets
They are initially reported at the “fair value" (including the costs incurred for the acquisition/emission) at the date of the transaction. Then, they are assessed at the depreciated cost, using the actual interest rate criteria, wherever it is significant and assimilating any losses of value into the Income Statement.
Industry information
The information relevant to the sectors of activity was arranged in compliance with the provisions of IFRS 8 “Operational sectors”, which include the submittal of the information in compliance with the modes adopted by the management for the operational decision‐making. Therefore, the identification of the sectors of operation and the information submitted are defined based on the internal reporting used by the management for the allocation of the resources to the different segments and for the analysis of the relevant performance. A sector of operations is defined by IFRS 8 as a component of a body that : I) undertakes entrepreneurial activities that generate cost and revenue (including the revenues and costs concerning operations with other components of the same body ); II) whose operational results are regularly reviewed at the highest operational decision‐making level of the body for the purposes of the adoption of decisions as related to the resources to be allocated to the sectors and of the assessment of the results; III) for which separate information is available in the financial statement. The management has identified only one operational sector, into which all the main services and products supplied to the customers flow, since the activity of the company consists of the management of the Integrated Water Service which is no further broken down at the level of the internal strategic reporting.
Cash and cash equivalents
The liquidity includes the cash on hand, also in the form of checks, and on demand bank deposits. The equivalent means consist of financial investments with a three‐month expiry or lower (as from the date of their purchase), which can be promptly converted into liquidity and with an insignificant risk of change in their value. Such items are calculated at fair value; profits or losses deriving from any changes in the fair value are reported in the Income Statement.
Own shares
The own shares are reported at their purchase price and ‐ starting from the fiscal year which is being closed ‐ are reported as a reduction of the Net Equity. Also the counter value deriving from their release is reported with net equity counterpart, with no computing into the Income Statement.
Provisions for risks contingencies and charges, benefits to the employees
The provisions for contingencies and charges concern charges of a determined nature and whose certain or likely existence that ‐ at the date the Financial Statements is being closed ‐ are undetermined as far as the amount or the date of occurrence are concerned. The provisions are identified when: (i) the existence of a current, legal or implicit obligation deriving from a past event, is likely; (ii) the compliance with subject obligation is likely to be burdensome; (iii) the amount of the obligation can be reliably estimated.
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The provisions to the funds represent the best estimate of the costs required to face compliance at the date of the Financial Statements (assuming there are sufficient elements to run such estimate) and they are actualized when the effect is significant, and the required information is available. In such cases, the provisions are determined by actualizing the future cash flows at a discount rate before taxes that reflects the current market assessment and take into account the risks connected to the company activity. When the actualization is performed, the increment of the provisions due to time is reported in the financial charges. If the liabilities are due to material activities (e.g.: revamping of sites) the fund is reported in counterpart to the activity it refers to and the identification of the charge in the Income Statement is performed through the depreciation process of the tangible asset the charge refers to. In case of redefinition of the liabilities, the methods provided for by IFRIC 1 are applied. The explanatory notes also illustrate potential liabilities represented by; (i) potential ‐ though not likely ‐ obligations deriving from past events, whose existence shall only be confirmed upon occurrence of one or more uncertain future events that are not under the full control of the Company; (ii) current obligations deriving from past events, whose amount cannot be reliably estimated or whose compliance with is likely not to be onerous. Benefits to employees (Severance pay) The liabilities relevant to the defined benefit programs (such as the Severance pay for the amount accrued before January 1st 2017 and the other benefits for the employees) are defined net of any activities at the service of the plan, on the basis of current assumptions and by competences, consistently with the working performance required to obtain such benefits; the assessment of the liabilities is performed with the support of independent actuaries. The value of the current profits and losses is reported into the other components of the total Income Statement Further to Financial Law of December 27th 2006 n° 296, for companies having more than 50 employees, as related to shares accrued starting from January 1st 2007, the Severance Pay is configured as a plan with defined contributions.
Trade payables and other current liabilities
Trade payables and other debts are initially reported at fair value, net of the accessory costs of direct computing, and they are then detected at the depreciated cost, where significant, applying the criteria of the actual interest rate. The entry includes the “bound revenues" share (FoNI pursuant to art. 42 Annex “A” to AEEG Deliberation no. 585/2012) determined by Ente d’Ambito Torinese no. 3 with Deliberation no. 483/2013 and reported in fiscal year 2012.
Costs and revenues
The costs and revenues are reported net of the amended items, i.e. returns, discounts, reductions and any estimate changes. They are identified at the moment the customer is transferred the risks and benefits relevant to the product sold, i.e. as related to the services, in the accounting period they are rendered. In particular, as far as the revenues are concerned:
The revenues for service performance are acknowledged at the date the performance is completed; Revenues for the sale of water acknowledged and counted at the time of delivery, including the
allocation for deliveries made, but not yet invoiced (estimated according to historical analyses determined in relation to past consumption);
Revenues for the sale of products are acknowledged at the moment the customer is transferred the risks and benefits relevant to the product sold, generally corresponding to the delivery or shipment of the goods.
The costs are calculated according to the accrual principle.
Grant for Plants
The grants for plants are reported in the accounts once there is the justification documentation of the imminent collection by the paying body. These concur to form the result of the fiscal year according to the
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rules of economic accrual, determined as related to the residual economic and technical lifespan of the assets they refer to.
Financial income and charges
Financial proceeds and charges are calculated according to the accrual principle. The dividends of other companies are recorded in the Income Statement in the moment in which the right to receive payment has been established.
Income tax for year
Income tax for the year consists of the sum of current and deferred taxes. Income tax is based on profit for the year before taxes. Profit before taxes differs from the result entered in the Income Statement since it excludes positive and negative components that will be taxable or deductible in other fiscal years and ‐ furthermore ‐ it excludes items that will never be taxable or deductible. "Liabilities for current taxes" are calculated using the rates in force as at the date of the Financial Statements. In determining the fiscal year taxes, the Company has taken into due consideration the effects deriving from the last fiscal reform introduced by Law no. 244 of December 24th 2007 and ‐ in particular ‐ the strengthened principle of derivation established by art. 83 of TUIR, that provides that the subject applying the international accounting principles enforce, also in derogation to TUIR's provisions, “the criteria of qualification, temporary computing and classification to the Financial Statements provided by said accounting principles”. Deferred taxes are calculated as related to the temporary differences in the taxation and are entered under "Deferred tax liabilities". Deferred tax credits are calculated to the extent in which it is deemed probable the existence, in the fiscal years during which the relevant temporary differences will spill over, of a taxable income at least equal to the amount of the differences which will be annulled. The deferred and anticipated taxes are determined on the basis of the tax rates expected to be applicable in the fiscal year in which the tax credit will be realized or the tax debt will be extinguished, on the basis of the tax rates defined by measures in force or substantially in force as at the reference date of the financial statement. Such changes are entered under either the Income Statement or under net equity, as related to the computing made at the origin of the reference difference.
Impairment test
The accounting values of the Group activities are assessed at every reference date of the statement of account, in order to determine whether there are indications of value reductions, in case you proceed to the estimate of the recoverable value of the activity. A loss by value reduction (impairment) is recorded in the Income Statement when the accounting value of an asset or of a unit that generates financial flows exceeds the recoverable value. The recoverable value of the non‐financial activities corresponds to the greatest value between their "fair value" net of the sale cost and the utilization value. To determine the value in present use, the estimated future financial flows are actualized using a discount rate that reflects the market assessment of the money value and of the risks related to the type of activity. In cases of assets that do not generate incoming financial flows, that are widely independent, we proceed by calculating the recoverable value of the unit that generates financial flows to which the asset belongs. When, subsequently, a loss on assets other than goodwill and other assets of indefinite useful lifespan, no longer exists or is reduced, the accounting value of the asset and of the asset that generates financial flows is increased until the new estimate of the recoverable value is calculated, which cannot exceed the value that would be determined if no loss were detected by impairment. The recovery of an impairment is immediately recorded in the Income Statement.
Conversion of exchange rate earnings/losses
The functional and presentation currency adopted by SMAT S.p.A. is the Euro. The transactions in foreign currencies are initially identified at the exchange rate at the date of the operation. The assets and liabilities in currency ‐ with the exception of the tangible assets ‐ are reported in the reference exchange rate at the date the fiscal year is closed and the relevant profits and losses on the exchange rate are regularly computed to
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the Income Statement; the net profit ‐ if any ‐ that might arise is allocated to a purposely‐created non‐distributable reserve up to the date of use.
Use of estimations
The drafting of the statement of accounts and relevant explanatory notes requires the administration body to run estimates that impact the values of the balance sheet assets and liabilities and on the information relevant to the potential assets and liabilities to the date of the balance sheet. The current status of generalized economic and financial crisis involves the need to make assumptions as related to the future trend, which can be characterized by uncertainty. Subsequently, we cannot exclude in the future different results from what has been estimated, that could therefore require amendments that cannot be estimated today or foresee them at the accounting value of the relevant balance sheet items. The estimates are utilized in different areas, such as the credit write‐down fund, the Risk Fund for Potential Liabilities, the depreciations, the assessment of the assets relevant to participating interest in related companies and subsidiaries, the sale revenues, the costs and changes relevant to the management of the Integrated Water Service, and the revenue taxes. The estimates and assumptions are periodically reviewed by the Group on the basis of the better knowledge of the activity and of other factors that can be reasonably derived from the current circumstances, and the effects of any changes are immediately reflected in the Income Statement.
Additional information
Company agreements outside the Income Statement
Bear in mind there are no agreements resulting from the Financial Statement that can have a significant impact on the equity and financial status, or on the economic result of the Company. Amounts expressed in Notes to the Accounts Unless otherwise indicated, the amounts reported in the Notes to the Accounts are expressed in Euro units with rounding up to the upper unit for hundredths equal to or greater than 50
Accounting principles, IFRS amendments and interpretations homologated by the European Union but not yet applicable and not adopted early by the SMAT Group
As at the date of reference of this consolidated balance sheet, the competent bodies of the European Union have not yet concluded the certification process required for the adoption of the amendments and principles described hereinunder but not yet applicable and not adopted early by the SMAT Group. - IFRS 15 Principle – Revenue from Contracts with Customers (published on May 28th 2014 and integrated by
other clarifications published on April 12th 2016), which will replace principles IAS 18 – Revenue and IAS 11 – Construction Contracts, in addition to IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers and SIC 31 – Revenues‐Barter Transactions Involving Advertising Services. The principle establishes a new model of acknowledging the revenues, which shall be applied to all the contracts stipulated with the customers, with the exception of those that are within the field of application of other IAS/IFRS principles such as leasing, insurance contracts and financial instruments. The essential passages for the accounting of the revenues in compliance with the new model are: o identifying the contract with the customer; o identifying the performance obligations of the contract; o determining the price; o allocating the price to the contract’s performance obligation; o the criteria for calculating the revenue when the amount meets every performance obligation. The principle applies starting on January 1st 2018, but advance application is allowed.
The principle in exam was further amended on April 12th 2016: the amendment, homologated on October 31st 2017 and also applicable starting on January 1st, 2018, clarifies the guidelines for identifying an obligation to sell an asset or provide one or more services, determining whether the entity is acting on its
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own behalf (principal) or as a representative (agent). To evaluate the impacts deriving from the application of IFRS 15 on the SMAT Group’s financial statement, acknowledgment activities were begun regarding the various contract types that characterise the businesses in which the Group operates.
- Final version of IFRS 9 – Financial instruments (published on July 24th 2014) adopted in the EU
Regulations 2067/2016 on 11/22/2016). The document collects the results of the stages relevant to Classification and Assessment, Impairment, and Hedge accounting, of the IASB project aimed at replacing IAS 39: o It introduces new criteria for the classification and assessment of the financial assets and
liabilities; o with reference to the impairment model, the new principles require that the estimate of the
losses on credits is performed on the basis of the expected losses model (instead of on the model of the incurred losses utilized by IAS 39) using supportable information, available without charges or unreasonable efforts that required historical, current and perspective data;
o it introduces a new model of hedge accounting (increment of the type of eligible transactions for hedge accounting, change from the accounting mode of the forward contracts and of the options, when included in a hedge accounting report, modifications to the effectiveness test).
The new principle, which supersedes the previous versions of IFRS 9, must be applied by the Financial Statements that start on January 1st 2018 or later.
The SMAT Group is assessing the possible impacts of applying IFRS 9, with reference, if any, to the valuation of trade receivables. - On January 13th 2016, IASB published principle IFRS 16 – Leases, which will supersede principle IAS 17 –
Leases, as well as IFRIC 4 interpretations Determining whether an Arrangement contains a Lease, SIC‐15 Operating Leases—Incentives and SIC‐27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The new principle provides a new definition of lease and introduces a criterion based on control (right of use) of an asset to distinguish the leasing contracts from the service contracts, identifying as discriminating elements: the identification of the asset, the right of its replacement, the right to obtain essentially all the economic benefits deriving from the use of the asset and the right to direct the use of the asset represented in the contract. The principle establishes a sole model to acknowledge and assess the leasing contracts for the lessee, which envisages entry of the asset subject to the lease ‐ also if operational ‐ under assets with the contra item financial charges, and also envisages the right to not acknowledge as leases contracts whose subject is “low‐value assets” and leases whose duration is equal to or shorter than 12 months. On the contrary, the standard does not include significant changes for the lessors The principle applies starting from January 1st 2019, but an advanced application is allowed, only for companies that adopted early implementation of IFRS 15 ‐ Revenue from Contracts with Customers. A project has been launched to evaluate the effects that will derive from implementation of the new principle, with an initial detailed analysis of the contracts and a subsequent phase of adaptation of the administrative processes with a possible consequent update of the company’s IT system. Once the analysis is completed, the most suitable approach to be adopted will be defined.
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Comments on the entries of the Statement of Assets and Liabilities
REPORT FOR OPERATIVE CATEGORIES
Identification of service types and the information pertaining to each was based on the elements that the management uses to make its own operative decisions. In particular, internal accounting is audited and used periodically by the top decision‐makers of the Group and its takes a single service type as a reference, and all the principal services supplied to customers converge within that service type inasmuch as the Company’s business consists of managing the Integrated Water Service.
ASSETS
1. Tangible fixed assets € 169,042,271
The composition of the tangible fixed assets and the relevant movements occurring during the fiscal year are entered in the following table:
2016 Categories
Land and buildings
Plants and
machinery
Industrial and
commercial equipment
Other assets
Assets under construction and payments on
account
Grand total
Historical cost as at 12/31/2015 85,543,160 300,917,205 10,569,110 14,408,608 8,903,331 420,341,414
Depreciation fund as at 12/31/2015 (23,944,094) (201,547,296) (7,862,034) (12,506,289) 0 (245,859,713)
Net value as at 12/31/2015 61,599,066 99,369,909 2,707,076 1,902,319 8,903,331 174,481,701
Reclassifications/accounting adjustments 0 856 0 0 (594,707) (593,851)
Works in progress completed in 2016 483,724 1,596,650 0 0 (2,080,374) 0
Disinvestments in the fiscal year 0 0 (20,318) (309,510) 0 (329,828)
Increases in the fiscal year 1,201,482 803,990 994,331 1,000,175 6,609,964 10,609,942
Historical cost as at 12/31/2016 87,228,366 303,318,701 11,543,123 15,099,273 12,838,214 430,027,677
Depreciation in the fiscal year (2,687,421) (11,876,461) (537,064) (677,955) 0 (15,778,901)
Use of funds 0 0 19,291 301,000 0 320,291
Depreciation fund as at 12/31/2016 (26,631,515) (213,423,757) (8,379,807) (12,883,244) 0 (261,318,323)
Net value as at 12/31/2016 60,596,851 89,894,944 3,163,316 2,216,029 12,838,214 168,709,354
2017 Categories
Land and buildings
Plants and machinery
Industrial and commercial equipment
Other assets
Assets under construction and payments on
account
Grand total
Historical cost as at 12/31/2016 87,228,366 303,318,701 11,543,123 15,099,273 12,838,214 430,027,677
Depreciation fund as at 12/31/2016 (26,631,515) (213,423,757) (8,379,807) (12,883,244) 0 (261,318,323)
Net value as at 12/31/2016 60,596,851 89,894,944 3,163,316 2,216,029 12,838,214 168,709,354
Reclassifications/accounting adjustments 89,119 58,721 0 31,250 (215,736) (36,646)
Works in progress completed in 2017 1,272,607 973,916 0 60,657 (2,307,180) 0
Disinvestments in the fiscal year 0 (2,163) (17,785) (169,040) 0 (188,988)
Increases in the fiscal year 1,294,055 1,388,255 942,931 805,508 12,099,383 16,530,132
Historical cost as at 12/31/2017 89,884,147 305,737,430 12,468,269 15,827,648 22,414,681 446,332,175
Depreciation in the fiscal year (2,788,513) (12,019,801) (594,336) (756,172) 0 (16,158,822)
Use of funds 0 1,775 17,496 167,970 0 187,241
Depreciation fund as at 12/31/2017 (29,420,028) (225,441,783) (8,956,647) (13,471,446) 0 (277,289,904)
Net value as at 12/31/2017 60,464,119 80,295,647 3,511,622 2,356,202 22,414,681 169,042,271
No value adjustment has been made to the cost of acquisition or production of the assets. As entered in the assessment criteria, the tangible assets also include the recording of the financial charges of direct computing relevant to the great works in progress. The sources of income owned by the Group as property have been depreciated in the ordinary way in compliance with the assessment criteria detailed in these Notes to the Accounts as well as a function of
49
representative rates of the relevant estimated residual potential for utilization as at the date of this Financial Statements. On the increments developed in the fiscal year, rate reduced by 50% have been applied. “Land and buildings” item includes in sub‐category “Industrial buildings” the real estate located in the municipality of Bardonecchia, purchased by SMAT S.p.A. at the end of fiscal year 2011 for its future destination as drinking water treatment plant which will serve the Acquedotto di Valle and which ‐in consideration of its unavailability for use ‐ was not subject to depreciation. “Plants and machinery” also include sources of income (for approximately EUR 431,000) acquired from SAP S.p.A., by the Parent Company, as part of the sale of the business unit of July 1st 2015. “Other tangible fixed assets” include furniture and furnishings, ordinary office equipment, electromechanical and electronic equipment, hardware, cars, motor vehicles for transport and other vehicles. “Assets under construction and payments on account” includes the value in compliance with the progress status of the works that are being developed at the end of the fiscal year as well as of the prepayments paid to system suppliers, for a total amount of approx. EUR 22.4 million. Subsequent to the application of IFRIC 12, “Service Concession Arrangements”, the revertible assets referred to the waterworks system of the City of Turin have been reclassified under intangible assets.
Intangible fixed assets € 589,082,961
The composition of the intangible assets and the relevant movements during the fiscal year are shown in the following table:
2016 Categories G
oodwill
Plant an
d
expan
sion costs
Developmen
t
costs
Paten
t righ
ts &
industrial &
intellectual
ih
Concessions,
licen
ses,
trad
emarks and
similar righ
ts
Assets under
construction and
paymen
ts on
account
Other
Total other
intangible fixed
assets
Assets under
concession
Grand total
Historical cost as at
12/31/2015 5,928,005 60,807 249,266 210,540 15,698,154 858,165 704,567 17,781,499 732,646,283 756,355,787
Depreciation fund as
at 12/31/2015 (60,807) (249,266) (210,060) (14,797,157) 0 (144,445) (15,461,735) (209,064,419) (224,526,154)
Net value as at
12/31/2015 5,928,005 0 0 480 900,997 858,165 560,122 2,319,764 523,581,864 531,829,633
Reclassifications/
Accounting
adjustments
23,181 51,082 (148,359) (74,096) 186,504 112,408
Works in progress
completed in 2016 0 0 0
Disinvestments in
the fiscal year 0 (2,542) (2,542)
Increases
in the fiscal year (480) 911,992 881,027 0 1,792,539 63,917,243 65,709,782
Historical cost as at
12/31/2016 5,928,005 60,807 249,266 210,060 16,633,327 1,790,274 556,208 19,499,942 796,747,488 822,175,435
Depreciation in the
fiscal year (945,556) (11,764) (957,320) (34,056,609) (35,013,929)
Use of funds 0 36,769 36,769
Depreciation fund as
at 12/31/2016 0 (60,807) (249,266) (210,060) (15,742,713) 0 (156,209) (16,419,055) (243,084,259) (259,503,314)
Net value as at
12/31/2016 5,928,005 0 0 0 890,614 1,790,274 399,999 3,080,887 553,663,229 562,672,121
50
2017 Categories G
oodwill
Plant an
d
expan
sion costs
Developmen
t
costs
Paten
t righ
ts
& industrial &
intellectual
property rights
Concessions,
licen
ses,
trad
emarks and
similar righ
ts
Assets under
construction and
paymen
ts on
account
Other
Total O
ther
intangible fixed
assets
Assets under
concession
Grand total
Historical cost as at 12/31/2016
5,928,005 60,807 249,266 210,060 16,633,327 1,790,274 556,208 19,499,942 796,747,488 822,175,435
Depreciation fund as at 12/31/2016 0 (60,807) (249,266) (210,060) (15,742,713) 0 (156,209) (16,419,055) (243,084,259) (259,503,314)
Net value as at 12/31/2016 5,928,005 0 0 0 890,614 1,790,274 399,999 3,080,887 553,663,229 562,672,121
Reclassifications/ Accounting adjustments 0 0 0 0 0 (31,250) 0 (31,250) 56,554 25,304
Works in progress completed in 2017 0 0 0 0 749,772 (749,772) 0 0 0 0
Disinvestments in the fiscal year
0 0 0 0 (10,036)
0 0 (10,036) (5,102) (15,138)
Increases in the fiscal year 0 0 0 0 1,493,752 374,903 4,900 1,873,555 62,140,414 64,013,969
Historical cost as at 12/31/2017
5,928,005 60,807 249,266 210,060 18,866,815 1,384,155 561,108 21,332,211 858,939,354 886,199,570
Depreciation in the fiscal year 0 0 0 0 (1,326,700) 0 (11,936) (1,338,636) (36,287,725) (37,626,361)
Use of funds 0 0 0 0 10,036 0 0 10,036 3,030 13,066
Depreciation fund as at 12/31/2017 0 (60,807) (249,266) (210,060) (17,059,377) 0 (168,145) (17,747,655) (279,368,954) (297,116,609)
Net value as at 12/31/2017 5,928,005 0 0 0 1,807,438 1,384,155 392,963 3,584,556 579,570,400 589,082,961
2. Goodwill € 5,928,005
The value of the goodwill as at December 31st 2017 can be ascribed to the acquisition of the SAC business unit (January 1st 2014), amounting to EUR 96,000 and the SAP S.p.A. business unit (July 1st 2015) regarding the Municipalities of ATO 3 Torinese amounting to EUR 5,832,005, entered under the intangible assets with the approval of the Board of Auditors. Starting on January 1st 2015, through the adoption of the international accounting principles, the goodwill is no longer subject to depreciation, but submitted to impairment test, in compliance with the provisions of IAS 36. The goodwill was allocated to the Cash Generating Unit (CGU) in compliance with IAS 36 and as such it is not subject to amortization, but to verification by impairment on a yearly basis, or more frequently, should an event or circumstances arise that may lead to the assumption of a value reduction. The impairment test is developed through the comparison between the net accounting value and the recoverable value of the CGU the goodwill was allocated to, determined with reference to the greatest value between the fair value net of the costs of sale and the value of use of the CGU. The value of use has been determined by applying the “discounted cash flows” (DCF method), actualizing the unleveraged free cash flows relevant to the CGU that result from the 2017‐2033 Economic and Financial Plan which has been officially approved by the Board of Directors. The Economic and Financial Plan also highlights the results expected for the whole duration of the license and ‐ even though it is drafted on a time horizon longer than 5 years ‐ it constitutes the representative document to identify the prospect cash flows. Furthermore, since the license has a pre‐defined useful life, the "terminal value" has not been defined. The discount value utilized is represented by the WACC identified with reference to the sector the identified CGU operates within. The discount rate (WACC) utilized reflects the market assessments on the cost of money and the specific risks of the sector of activities and of the reference geographic area.
51
In particular, in determining the actualization rate, the following parameters have been utilized:
Real risk‐free rate, equal to the revenue rate of the 10‐year BTP
Risk premiums at 5.5%
Beta unleveraged for the “water utilities” sector at 0.57
Cost of payables is the actual weighed average of SMAT S.p.A.’s cost of payables The estimated discount rate (WACC) is therefore 4.14%. With reference to fiscal years 2017 and 2016, the impairment tests run do not show any value reductions in the goodwill entered. The results of the impairment tests have been submitted to a sensitivity analysis aimed at verifying their variability with the change of the main assumptions at the basis of the estimate. To this purpose, two different scenarios have been assumed as at December 31st 2017:
scenario 1: actualization rate = 6.50%, with an increase of approximately 230 base points with respect to the base scenario;
scenario 2: actualization rate = 5.26%, with an increase of approximately 110 base points with respect to the base scenario.
The sensitivity analysis shows little sensitivity of the test with the change of assumptions at the basis of the estimate. More precisely, neither of the scenarios above would determine a loss of value of the goodwill.
3. Other intangible assets € 3,584,556
The intangible assets are entered amongst the statement of account assets, since they are part of the assets allocated to be durably used. No value adjustment has been applied to the cost of acquisition or production of the intangible assets. “Concessions, licenses, trademarks and similar rights” includes the cost incurred for the acquisition of software licenses depreciated in three fiscal years, and for the deposit of trademarks, which are depreciated in ten fiscal years. “Assets under construction and payments on account” records the value – according to the state of progress ‐ of the design costs to adapt the safeguard areas and studies to install flow rate metering instruments in the sewers to detect anomalous inputs. Furthermore, since 2014, the entry “Other” also includes the "Surface right" regarding the parking places at
the “Palazzo" car park.
4. Concessions € 579,570,400
Subsequent to the adoption of ’IFRIC 12, such category includes the improvements for the enhancement of the assets received in use by the City of Turin as well as the system of the well water systems assigned to the direct management of the Company and amortized according to the estimated residual useful economic‐technical life. This entry also refers to “Revertible assets” which show the values of the extensions, realized by the former Shareholder AAM Torino S.p.A., to add to the aqueduct system of the City of Turin and received by the same in provision, for which the constraint for free transmission at the end of the relative lease was stipulated.
Moreover it includes the value of the “Right of use of the assets that constitute the waterworks system”, which is mandatory and already acknowledged by the City of Turin when they are given to the former Shareholder AAM Torino S.p.A. and then given by the latter to SMAT Torino S.p.A. The entry also includes the value of the right to use the waterworks system received in provision as at 1/01/2003 by the C.I.A.C.T. in liquidation. The values are represented in compliance with the expert appraisals drafted for the purposes of the conferrals and amortized as a function of the new expiration date of the pact between Ente d’Ambito n. 3 Torinese and SMAT S.p.A.
52
5. Investments € 19,173,212
Categories Associates Other enterprises Grand total
Historical cost as at 12/31/2016 43,102,340 3,536,923 46,639,263
Value adjustments as at 12/31/2016 (25,627,803) (78,126) (25,705,929)
Net value as at 12/31/2016 17,474,537 3,458,797 20,933,334
Increases 2017 ‐ ‐ ‐
Decreases in 2017 ‐ ‐ ‐
Value adjustments 2017 (1,760,122) ‐ (1,760,122)
Net value 2017 15,714,415 3,458,797 19,173,212
Historical cost as at 12/31/2017 43,102,340 3,536,923 46,639,263
Total Value adjustments as at 12/31/2017 (27,387,925) (78,126) (27,466,051)
Net value as at 12/31/2017 15,714,415 3,458,797 19,173,212
In general terms, the Financial Statements values do not significantly exceed the ones that correspond to the fractions of Net Equity entered in the statements of account as at December 31st, 2017 of the related companies. The shareholding in Acque Potabili S.p.A. has been assessed to approx. EUR 15.7 million and its value has been adjusted to the value of the Net Equity share Through Acque Potabili S.p.A. SMAT S.p.A. has undirected joint control on:
Acquedotto Monferrato S.p.A.
The shareholding in Acque Potabili Siciliane S.p.A. after the filing of the Extraordinary Administration Procedure of February 7th, 2012, in bankruptcy since October 10th 2013, has been reclassified as "Other companies” instead of shareholding in related companies, even though it was fully depreciated in the previous fiscal years. As it is better entered in the Management Report, it is completely out of SMAT Group consolidation area. Pursuant to art. 2427, paragraph 1, no. 5 of the Italian Civil Code, the shareholding in subsidiaries, existing as at 12/31/2017, refers to:
Shareholding in Acque Potabili S.p.A., registered office in Turin, Corso XI Febbraio n. 22, with the following characteristics:
Shareholding in Acque Potabili S.p.A.
a) Share capital of the investee company € 7,633,096
b) Shares held qty 3,429,125
c) Nominal value per share € 1.00
d) Purchase cost € 43,102,340
e) Stake held % 44.92
f) Consolidated Book Value € 15,714,415
g) Consolidated Net Equity K/€ 34,980
h) Consolidated result of previous fiscal year K/€ (3,923)
6. Deferred tax assets € 15,237,678
This item (€ 14,797,091 in the previous fiscal year) includes the credit deriving form deferred tax credits calculated on the allocations for costs with future deductibility and on revenues for which taxes were paid in advance. With respect to the previous fiscal year, it shows an increase of EUR 441,000, due to the combined effect of the postponement of the deduction of accrued costs in the fiscal year in progress, to future fiscal years and the deduction of relative costs in previous fiscal years, in the present fiscal year. These effects are itemized in the table below.
53
Description
Balan
ce as at
12/31/2016
Rep
aymen
t in
2017
% IR
ES/IRAP
Payab
le IR
ES/IRAP
tran
sfer as at
12/31/2017
Cap
ital costs 2017
% IR
ES/IRAP
New
IRES/IRAP
cred
its as at
12/31/2017
Balan
ce as at
12/31/2017
Multi‐year accrued liabilities – F.O.N.I. 3,354,596 3,354,596
Provisions for Liabilities and Charges
Expenses in BI IRAP 5,840,487 (571,414) 28.20% (161,139) 1,807,306 28.20% 509,598 6,188,944
Expenses outside BI IRAP 213,497 (671,198) 24.00% (161,088) 52,409
Provisions for bad debts 5,033,804 (1,524,261) 24.00% (365,823) 3,220,576 24.00% 772,938 5,440,921
Provision doe Amortization of Goodwill/Trademarks 12,485 (18,651) 27.90% (5,203) 7,282
Local Taxes and accrued in fiscal year but paid the following year 314 (300) 24.00% (72) 175 24.00% 42 283
Payable interest arrears 197,540 (562,350) 24.00% (134,964) 115,056 24.00% 27,613 90,189
Unpaid Directors’ fees 13,154 (21,560) 24.00% (5,174) 21,861 24.00% 5,246 13,226
Maintenance costs exceeding deductible amount 3,530 (5,057) 24.00% (1,214) 4,195 24.00% 1,007 3,323
Tax effects on infragroup operations 127,684 (147,598) 27.90% (41,180) 86,505
TOTAL 14,797,091 (3,522,389) (875,857) 5,169,169 1,316,444 15,237,678
TOTAL CHANGE IN DEFERRED TAX CREDITS 440,587
7. Non‐current financial assets € 907,727
12/31/2017 12/31/2016
Receivable caution money € 907,727 850,317
Total € 907,727 850,317
8. Inventory € 7,415,403
This item includes: 12/31/2017 12/31/2016
- Raw, subsidiary, and consumable materials € 7,374,258 6,345,813
- Finished products and goods € 41,145 41,145
Total € 7,415,403 6,386,958
The total changes in inventory from the previous fiscal year amounted to € 1,028,445. The value of the inventory is adjusted by a depreciation fund regarding slow turnover materials for an amount of € 770,000, which has not changed from the previous year. The Inventory consists of materials whose use does not contain features of multi‐year usefulness. It is assessed in the financial statement at the lowest price between the average weighted price and the market price. No financial charges were attributed to the inventory value.
9. Trade and other receivables € 267,649,242
The book value of the trade receivables breaks down as follows: 12/31/2017 12/31/2016
Due from customers
Bills and invoices issued € 209,498,433 154,431,497
Bills and invoices to be issued € 72,396,130 90,898,130
Bad debt provision € ‐24,717,002 ‐22,468,995
Total due from customers € 257,177,561 222,860,632
Due from associates € 253,550 12,406,891
Due from holding companies € 4,310,199 3,366,197
Due from other € 5,907,932 2,189,699
Net book value € 267,649,242 240,823,419
54
DUE FROM CUSTOMERS € 257,177,561
Net receivables from customers rose by approximately EUR 34.3 million from the previous fiscal year deriving from the concentrated issue of bills in the final part of the fiscal year with a postponement of the subsequent fiscal year after the implementation of the new IT application for user management. These receivables are entered at their estimated realizable value, taking into account a prudential write‐down of approximately EUR 24.7 million.
DUE FROM ASSOCIATES € 253,550
The amount (EUR 12,406,891 in the previous fiscal year) consists of receivables from the SAP Group, which decreased after the sale of the business unit by the SAP S.p.A. Group to IRETI S.p.A., including the capital assets and liabilities entered by SMAT S.p.A.
DUE FROM HOLDING COMPANIES € 4,310,199
This item includes receivables from the City of Turin deriving from normal trade transactions executed at market conditions for water supply, rentals and accessory jobs. With respect to the previous year (EUR 3,366,197) the entry increased by approximately EUR 1 million consisting of bills issued in the final part of the fiscal year just closed.
DUE FROM OTHER € 5,907,932
These consist of residual trade receivables and advance payments to suppliers for contracts according to the requirements of Law No. 98/2013.
10. Current tax assets € 8,195,269
This item (EUR 7,531,992 in the previous fiscal year) refers mainly to IRES receivables deriving from the advances paid in 2017, calculated by the historical method (approximately EUR 5 million) and the receivables regarding the IRES petition by the Parent Company for reimbursement pertaining to past tax periods, for the deductibility of IRAP for labor costs, presented with the procedures envisaged by the Revenue Agency Disposition of 12/17/2012.
11. Current financial assets € 0
12/31/2017 12/31/2016
- Current financial assets € 0 2,300,000
Net book value € 0 2,300,000 The current financial assets of the fiscal year being closed, wiped out in the fiscal year being closed, referred to, as at 12/31/2016, the residue of the interest‐bearing loan granted to SAP S.p.A. in fiscal year 2014 in order to provide the means required to submit the voluntary tender offer (OPA) for the merger by incorporation of Sviluppo Idrico S.r.l., within the framework of the business branch sale to IRETI and refunded on January 2nd 2017.
12. Other current assets € 7,106,726
12/31/2017 12/31/2016
Accrued revenues € 0 0
Deferred charges € 1,300,288 1,076,136
Other assets € 5,806,438 5,714,713
- Due from employees for amounts to be recovered through With holding € 301,140 284,341
- Due from Ambito for rentals and contributions € 21,433 21,433
- Due from other € 5,483,865 5,408,939
Total € 7,106,726 6,790,849
Due from Other refers mainly to receivables from the GSE incentivized rates (from the Green Certificates) for approximately EUR 3.6 million due from other parties in the amount of approximately EUR 615,000 for credit notes to be received and various receivables for approximately EUR 1.269 billion. Other deferrals include accrued amounts of subsequent fiscal years of other costs liquidated in the fiscal year.
55
13. Cash and cash equivalents € 131,996,512
The liquid assets include: 12/31/2017 12/31/2016
‐ Bank and Post Office Accounts € 131,909,317 54,472,264
‐ Checks € 52,590 6,238
‐ Cash at hand € 34,605 59,398
Total € 131,996,512 54,537,900
The remarkable increase from the previous fiscal year derives from the collection of the nonconvertible debenture loan on April 13th 2017 required to finance the investments envisaged by the Investment Plan of the Autorità d’Ambito 3 Torinese. All the aforementioned remainders are liquid and fully available as at the date of the Financial Statements without any constraints whatsoever, except for the usual subject to collection clause on checks.
NET EQUITY AND LIABILITIES
The value in the Financial Statements takes into account the deliberations taken by the Ordinary Assembly of Shareholders of June 28th 2017 as related to the destination of the Parent Company results of fiscal year 2016.
14. Net Equity € 578,520,320
Net Equity belonging to the Group € 578,192,689
The book value takes into account the determinations assumed by the Ordinary Meeting of Shareholders of June 28th 2017 regarding the destination the result of the Parent Group for fiscal year 2016.
SHARE CAPITAL € 345,533,762
The Share Capital is fully subscribed, paid and recorded in the Register of Enterprises in compliance with the law and is made, as at the date of the Financial Statements, of 5,352,963 ordinary shares of the nominal value of EUR 64.55 each, owned by the Associates. No movements regarding the shares and share capital have occurred during the fiscal year.
LEGAL RESERVE € 15,298,020
The Legal reserve of EUR 12,220,577 as at 12/31/2016 increased by EUR 3,077,443 during the year as per the resolution of the Meeting of Shareholders of 06/28/2017.
RESERVE RESTRICTED TO IMPLEMENTATION PEF € 153,583,962
This reserve amounted to EUR 106,806,840 as at 12/31/2016 and increased in the course of the fiscal year by EUR 46,777,122 deriving from the Resolution of the Ordinary Meeting of Shareholders of 06/28/2017.
FTA RESERVE € (2,845,993)
This reserve includes the effects to Net Equity of FTA resulting from adoption of the international accounting principles, whose comment is entered in the specific paragraph of the Directors’ Report.
OTHER RESERVES AND RETAINED EARNINGS € 6,207,846
Other Reserves include: 12/31/2017 12/31/2016
Optional reserve € 34,342,562 34,342,562 Consolidation reserve € 5,026,588 5,026,588
Severance pay discount reserve € 264,754 283,460
Negative reserve for own shares in portfolio € (30,101,844) (24,908,904)
Reserve for rounding up units in Euro € (7) (3)
Retained earnings € (3,324,207) (3,992,288)
Total € 6,207,846 10,751,415
56
The reserve for the actualization of the Severance Pay includes the profits/losses that result from the actuarial assessments performed in application of IAS 19 to the Severance Pay and pensions accrued as at December 31st, 2017. The negative reserve for own shares in portfolio refers to 30,101,844 for 455,665 own share purchased according to conforming authorization of the Ordinary Meeting of Shareholders. In the course of the fiscal year, the Company purchased 18,000 shares from shareholder CIDIU S.p.A., in execution of the Resolution of the Ordinary Meeting of Shareholders of 04/14/2016; 26,000 shares from FCT Holding S.p.A. and 26,000 shares from Patrimonio Città di Settimo S.r.l. in execution of the Resolution of the Ordinary Meeting of Shareholders of 06/28/2017. The available reserves of the financial statement 2017 amount to EUR 2,894,407 which, net of the residual purchase operation of 18,000 shares for a value of EUR 1,395,360 deliberated by the Meeting of Shareholders of 06/28/2017, decrease to a value of EUR 1,499,047. Profits carried forward decreased in the fiscal year by EUR 668,081.
PROFIT FOR THE YEAR € 60,415,092
12/31/2017 12/31/2016
Profit for the year € 60,415,092 62,195,796
It corresponds to the balance of the Income Statement as the difference between the total revenues and costs and it has been fully submitted to ordinary and deferred taxation for IRES and IRAP purposes.
NET EQUITY BELONGING TO NON‐CONTROLLING INTERESTS € 327,631
This item refers to non‐controlling interests in the Net Equity in the subsidiaries in the consolidation and includes: 12/31/2017 12/31/2016
- Capital & reserves of non‐controlling interests € 266,760 242,518
- Profit for the year € 60,871 191,095 Total € 327,631 433,613
SCHEDULE OF CORRELATION BETWEEN NET EQUITY AND OPREATING INCOME OF PARENT COMPANY AND CONSOLIDATED NET EQUITY AND PROFIT FOR THE YEAR
12/31/2017 12/31/2016
Net Equity
of which: the Profit for the year
Net Equity of which:
the Profit for the year
Net equity and Profit for the year as entered in the fiscal year statement of accounts of the Parent Company 577,973,110 60,427,907 534,448,546 61,548,845
From elimination of load value of the consolidated shareholdings
- Effect of consolidation operations 150,226 (149,971) 55,103 (212,506)
- Pro‐quota results obtained from the investees 97,278 97,278 226,550 226,550
From net equity method evaluation of non‐consolidated
companies: (27,925) 39,878 (67,802) 632,907
Net equity and Profit for the year of the Group 578,192,689 60,415,092 534,662,397 62,195,796
Net equity and Profit for the year of pertaining to the Group 327,631 60,871 433,613 191,095
Net equity and Profit for the year as entered in the consolidated accounts 578,520,320 60,475,963 535,096,010 62,386,891
57
LIABILITIES € 637,286,681
15. Non‐current and current financial costs € 382,527,967
Payables to financial institutions as at 12/31/2017 for medium to long term loans are itemized by type on the following table:
12/31/2017 12/31/2016
Non‐current financial payables
Bonds 133,828,837 0
Payable loans 197,615,991 246,448,813
Total 331,444,828 246,448,813
Current financial payables
Short‐term payable loans 48,887,370 48,833,227
Due to banks and accrued financial payables 2,195,769 653,832
Total 51,083,139 49,487,059
Total financial payables 382,527,967 295,935,872
The financial payables are made up of:
Due to banks and financial payables amounting to EUR 2,195,769 include the value of other short‐term operations amounting to EUR 100,199 accrued financial payables amounting to EUR 2,095,570 that mainly refer to interests on debenture loans for the period;
Other loans who total value amounted to EUR 380,332,198, net of the amortized residual cost of EUR 1,171,163 for the debenture loan of EUR 145,337 for payable loans.
The change in the entry refers mainly, for the non‐current part, to the issue on April 13th 2017 of an ordinary nonconvertible debenture loan of EUR 135,000,000. For the current part it refers to the increase in the short‐term quota of payable loans. Movement during the fiscal year is the following:
Loans - Balance as at 12/31/2016 € 295,282,040
- Bond issue € 135,000,000
- Amortized cost € (1,171,163)
- Total bonds € 133,828,837
- Repayments of loans in the period € (48,833,227)
- Reduction of amortized cost € 54,548
- New payable loans € 0
- Total payable loans € 246,503,361
Balance as at 12/31/2017 € 380,332,198
Payables for medium‐long term loans, before the amortized costs, is itemized in the following table: Loans Due as at 12/31/2017 Bonds € 135,000,000
Payable loans Banco BPM (ex Italease) € 5,282,702 Intesa Sanpaolo € 9,031,250 European Investment Bank € 65,000,000 European Investment Bank € 54,325,000 Cassa Depositi and Prestiti € 27,500,000 European Investment Bank € 84,615,384
Other10 € 894,362
Total Payable loans 246,648,698
Total € 381,648,698
10 A total of six loans mainly from Cassa Depositi e Prestiti
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The table below shows the liabilities broken down according to type as at December 31st 2017, with an indication of the instalments due within the next fiscal year, due between the 2nd and 5th year and due after the 5th year.
Type Residual amount
Due within next fiscal year
Due between the 2nd and 5th year
Due after the 5th year
Bonds 135,000,000 135,000,000
Payable loans 246,648,698 48,887,370 187,569,020 10,192,308
Due to banks and accrued financial charges 2,195,769 2,195,769
Total 383,844,467 51,083,139 187,569,020 145,192,308
Below are the major contractual conditions.
Loans Line of credit Duration in years
Due date Instalment Rate
Ordinary non‐convertible loans 135,000,000 7 04/13/2024 annual fixed
Banco BPM (ex Italease) 12,546,059 7 12/31/2020 six‐monthly variable (Euribor 6m + spread)
Intesa Sanpaolo 50,000,000 15 06/30/2021
six‐monthly at constant capital
variable (Euribor 6m + spread)
European Investment Bank 130,000,000 15 12/19/2022
six‐monthly at constant capital
variable (Euribor 6m + spread)
European Investment Bank 80,000,000 14 12/30/2022
six‐monthly at constant capital
variable (Euribor 6m + spread)
Cassa Depositi and Prestiti 50,000,000 15 06/30/2023
six‐monthly at constant capital
variable (Euribor 6m + spread)
European Investment Bank 100,000,000 9 06/30/2023
six‐monthly at constant capital
fixed
Other 20,343,275 other 2019‐2022 six‐monthly at constant capital / six‐monthly
fixed/variable (Euribor 6m + spread)
The ordinary nonconvertible debenture loan was issued on April 13th 2017. The bonds are assisted by a rating released by Standard & Poor’s, which since 11/2/2017 was reduced from “BBB” to “BBB‐“(for details see the Directors’ Report), have a duration of seven years with a coupon of 1.95% and they are quoted on the regulated Dublin Stock Market (ISE – Irish Stock Exchange). Activation of the loan from financial institutions, to finance the investments in expansion and upgrading of the networks, water production, distribution, collection and treatment plants envisaged in the Investment Plan of ATO3, did not require any guarantee by the shareholders and envisages for its entire duration maintenance of the following financial parameter calculated on the data of the Consolidated Financial Statement closed as at 12/31 of the previous year and according to the definitions in the contractual stipulations:
Net Financial Debt/EBITDA (EBIT+Amortization): lower than or equal to 5. The Banco BPM (formerly Italease) loan was contracted by assumption in 2013. The loan contracted with Intesa Sanpaolo (ex B.I.I.S.) is unsecured.
The loan taken in the form of guaranteed credit line, with the European Investment Bank for the provision of the resources required by the investment plan introduced in the Ambito Plan, are assisted by an appropriate guarantee issued by National Credit Institutions, third parties from EIB and by assignment of receivables, which can be claimed at the Ente d’Ambito and third parties as related to the award agreement for management of the Integrated Water System within Ambito 3 Torinese. Such credit lines have been fully utilized as a result of the progress of the activities, for which they were stipulated, even by minimum demands.
More specifically: ‐ As related to the EUR 130 million loan taken for the development of the works of the investment
plan for small and medium‐sized infrastructures, the spread was agreed upon at each drawing and the guarantee released is remunerated by a commission calculated on the guaranteed amount.
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‐ As related to the EUR 80 million loan taken for the development of the works included in the investment plan for large infrastructures, the spread was agreed upon at each drawing and the guarantee contract includes the obligation of maintaining ‐ throughout the duration of the loans ‐ of the following parameters, which are calculated on the Company Statement of Accounts for the Fiscal Year closed on December 31st of last year according to the definitions included in the contract clauses:
Net Financial Debt/ MOL (EBIT+amortization): lower than or equal to 5.
Net Financial Debt/Net Equity: lower than or equal to 1. The commissions paid every year vary within a predefined range lower than 100 bps as related to the position of the aforementioned ratio between Net Financial Debt/EBITDA (EBIT + Amortization)
‐ As related to the EUR 100 million loan, taken for the development of works included in the investment plan for small and medium‐sized infrastructures, the following financial parameters apply for the whole duration of the loans, calculated on the data of the Fiscal Year Statement of Accounts of the Company that was closed on December 31st of the previous year and in compliance with the definitions included in the contract agreements.
Net Financial Debt/ MOL (EBIT+ depreciation): lower than or equal to 5.
Net Financial Debt/Net Equity: lower than or equal to 1. EBITDA (EBIT+ Depreciation)/Net financial expenses (excluding the value adjustment of financial assets) greater than 5
as well as the keeping of the Residual value/Gross Financial Debt ratio greater than or 1.30 where the residual value calculated on the net accounting value, in absence of the residual value regarding the License in compliance with art. 33.1 point a) Annex A of deliberation AEEGSI 643/2013/R/IDR. The ratio is negative because Financial Income and Financial Expenses show a positive balance, since the financial income is greater than the financial expenses. Therefore, the covenant is complied with also in 2016.
The guarantee released is remunerated by a commission calculated on the guaranteed amount.
The loan taken with Cassa Depositi and Prestiti S.p.A for the provision of EUR 50 million, as an integration of the aforementioned EIB loan for the total coverage of the needs connected to large infrastructures, is assisted by the assignment of receivables that can be claimed at the Ente d’Ambito and the third parties as related to the execution of the agreement that awards the management of the Integrated Water Service in Ambito 3 Torinese. Such loan involves the obligation to keep ‐ throughout its duration ‐ the following financial parameters, which are calculated on the data of the Company’s Financial Statement for the fiscal year closed as at December 31st of the previous year and in compliance with the definitions included in the contract provisions.
Net Financial Debt/ MOL (EBIT+Depreciation): lower than or equal to 5.
Net Financial Debt/Net Equity: lower than or equal to 1.
In cases of noncompliance with even only one of said financial parameters, the delivering institutions have the right to terminate the contract in advance. It is worth highlighting that ‐ as at December 31st 2017 ‐ the aforementioned financial parameters, based on the current contract definition in the differences of the review as related to the change in the reference accounting principles are complied with. Other loans includes the mortgages received as a transfer and mainly stipulated with Cassa Depositi Prestiti.
16. Provision for Employee benefits € 18,627,033
The Provisions for employee benefits as at December 31st 2017 reflects the indemnity accrued by the employees up as at December 31st 2006, which will be exhausted by the payments to be made at the end of the work relations, or of any advance in compliance with the law.
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The movements of the fund (which is not influence by the shared accrued during the fiscal year in favor of the employees throughout the year) has been as follows: Employee Severance Provision
- Balance as at 12/31/2016 € 17,807,112
- Service cost € 66,403
- Utilizations, adjustments, indemnities and advances paid out in the period € (871,507)
- Interest cost deriving from IAS 19 € 227,921
- Profits (losses) actuarial € 10,714
Balance as at 12/31/2017 € 17,240,643
Other benefits refer to the estimated quantification of the seniority bonuses potentially due to employees that accrue the relevant requirements stipulated in in the company regulations entered below: Pension Fund
- Balance as at 12/31/2016 € 1,388,134
- Service cost € 62,219
- Utilizations, adjustments, indemnities and advances paid out in the period € (89,553)
- Interest cost deriving from IAS 19 € 17,598
- Actuarial profits (losses) € 7,992
Balance as at 12/31/2017 € 1,386,390
The following tables illustrate, respectively, the economic, financial and demographic assumptions made for the actuarial assessment of the liabilities in exam. Economic‐financial assumption
- Yearly actualization rate 1.30%
- Yearly inflation rate 1.50%
- Yearly Severance Provision increase rate 2.625%
Demographic assumptions
- Mortality Tables RG 48
- Disability INPS Tables by age & gender
- Retirement age Attainment of requisites
- % advance payment frequency 1.50%
- Turn‐over 0.50%
17. Provisions for risks € 26,729,459
These provisions refer to: A) Provisions for litigations and charges € 18,073,733 The provisions for litigations and charges reflect the prudent assessment ‐ on the basis of valuation elements available ‐ of the potential additional liabilities due to judicial and extra‐judicial litigations which are currently in progress, as well as of other charges of various kinds which are certain or likely to occur in the future. The movements of such provisions were as follows: - Balance as at 12/31/2016 € 15,872,440
‐ Provisions of the fiscal year € 3,211,206
‐ Use in the fiscal year € (286,520)
‐ Estimated adjustments € (723,393)
Balance as at 12/31/2017 € 18,073,733
The balance of the provisions for litigations and charges as at 12/31/2017 is considered to be congruous to cover the following estimated potential liabilities:
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B) Provisions for routine maintenance charges € 959,844 The provisions for charges of routine maintenance reflects the valuation of the charge that was technically accrued but not yet liquidated as at the date of the Financial Statements because of the routine maintenance programs repeated over several years. Such program cannot be planned with certainty since they concern systems in continuous production cycle. The provisions for 2017 have not varied from the previous fiscal year, since it has been considered to be congruous: - Balance as at 12/31/2016 € 959,844
‐ Provisions of the fiscal year € 0
‐ Use in the fiscal year € 0
Balance as at 12/31/2017 € 959,844
C) Provisions as per Regional Law of Piedmont 12/29/2000 n. 61 € 451,362 These reflect the destination of the administrative sanctions applied pursuant to art. 54 Legislative Decree 152/99 to be applied to fund the development of actions aimed at preventing and reducing the pollution of the bodies of water. The movements, which has been computed to the Profit & Loss Account in the fiscal year has been as follows: - Balance as at 12/31/2016 € 451,362
- Provisions of in the fiscal year € 0 Balance as at 12/31/2017 € 451,362
D) Provisions for Ambito management charges € 6,594,520 The amount reflects the best estimate of the charges and of the potential risks connected to the Ambito management activities. - Balance as at 12/31/2016 € 6,985,718
‐ Provisions of the fiscal year € 0
‐ Use in the fiscal year € (391,198)
‐ Estimate adjustment of the fiscal year € 0 Balance as at 12/31/2017 € 6,594,520
E) Provisions for charges to other companies € 650,000 The provisions reflect the potential charges deriving from the commitments made by the shareholders for patronage of the Dexia‐BIIS loan to APS S.p.A. in bankruptcy since 2013. The provisions were not subject to any movements during the current fiscal year, - Balance as at 12/31/2016 € 650,000
- Allocation in the fiscal year € 0
- Adjustment of estimate in the fiscal year € 0 Balance as at 12/31/2017 € 650,000
18. Deferred tax liabilities € 341,798
The amount includes the deferred charges for income taxes (IRES and IRAP), which are computed at the rates in force on revenues with deferred taxation and on the advanced deduction costs. The entry (EUR 574,576 in the previous fiscal year) shows a reduction from the previous fiscal year, due to the combined effect of de‐taxation of significant taxable revenues in future fiscal years, taxation of revenues that were computed in previous fiscal years and taxed in the current fiscal year.
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These effects are itemized in the table below:
Description
Balan
ce as at
312/31/2016
Costs tran
sferred
in 2017
% IR
ES/IRAP
IRES/IRAP deb
ts
transferred
as at 312/312017
Cap
ital costs
in 2017
% IR
ES/IRAP
New
IRES/IRAP payab
les
as at 12/31/2017
Balan
ce as at
12/31/2017
Advanced depreciations 155,990 (99) 24.00% (24) 155,966
Receivable interest in arrears 341,577 (973,592) 24.00% (233,662) 179,324 24.00% 43,038 150,953
Depreciated cost of FTA financial liabilities 47,971 (54,549) 24.00% (13,092) 34,879
FTA goodwill amortization 29,038 (104,079) 27.90% (29,038)
TOTAL 574,576 (1,132,319) (275,816) 179,324 43,038 341,798
CHANGE IN DEFERRED TAX DEBTS (232.778)
19. Other non‐current liabilities € 52,303,449
This item is made up as follows: 12/31/2017 12/31/2016
Acquapoint caution money € 431,600 377,226
Contributions to pay out € 92,747 92,747
Multiannual deferred income € 51,779,102 52,193,030 Total € 52,303,449 52,663,003
In application of IAS 16, item “Multi‐year deferred incomes” includes the contributions into the Plants Account that were cashed and attributed to the fiscal years accrual, as related to the depreciation of the sources of income they refer to. Furthermore, the “Multi‐year deferred incomes” also includes the "bound revenue" share to be allocated to the coverage of investments (FoNI) EUR 11,895,728 (art. 42 Annex “A” AEEG deliberation no. 585/2012).
20. Trade and other payables € 79,172,910
PREPAYMENTS € 195,253
The entry (EUR 173,507 in the previous fiscal year) includes the amounts advanced by users for works still to be completed as at closing date of the financial statement
DUE TO SUPPLIERS € 57,759,601
Due to suppliers refers to: 12/31/2017 12/31/2016
Italian suppliers € 24,585,691 22,346,287
Foreign suppliers € 170,886 13,872
Invoices to be received € 33,003,024 36,286,738
Total € 57,759,601 58,646,897
All payables to suppliers fall due within the end of one year and in no case are they assisted by guarantees, in addition to the with holding amount of 0.5% on the jobs.
DUE TO ASSOCIATES € 49,546
12/31/2017 12/31/2016
Due to associates € 49,546 624,638
The entry itemized in the section dedicated to it in the Directors’ Report, includes the payables to the SAP Group deriving from the residual trade transactions operated at normal market conditions.
DUE TO HOLDING COMPANIES € 1,590,207
12/31/2017 12/312016
Due to holding companies € 1,590,207 1,845,874
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The entry referred to the section dedicated to it in the Directors’ Report refers to trade payables to the City of Turin, and none of them is assisted by a real guarantee on the corporate assets.
DUE TO OTHER € 19,578,303
12/31/2017 12/31/2016
Due to other € 19,578,303 19,071,216
This item consists mainly of trade payables to the Operative Management Subjects for invoices to be received for contractual obligations undertaken with the same.
21. Current tax liabilities € 8,012,750
12/31/2017 12/31/2016
With holding taxes held from employees and third parties as tax substitute according to the law €
1,737,419 1,920,656
VAT ACCOUNT FOR TAX AGENCY € 6,275,331 100,693
IRAP/IRES € 0 8,358,025
Total € 8,012,750 10,379,374
These liabilities refer mainly to VAT due from the Parent Company for the fourth quarter of 2017, after the advance payment of EUR 6,275,331. The tax due in application of the VAT split payment system extended to subsidiaries by Public Entities on 01/07/2017, has been paid regularly by the due date established by current law. Current fiscal liabilities are also entered under payables for With holding tax held for employees and third parties in the amount of approximately EUR 1.7 million, this to paid on the due date.
22. Other current liabilities € 69,571,315
The other payables include:
12/31/2017 12/31/2016
Due to Social Security Administration € 4,098,848 4,175,084
Accrued charges € 10,501 10,501
Deferred income € 126,772 255,356
From other: € 65,335,194 62,766,817 Local Entity Rentals € 6,327,277 6,401,303
Mountain Union Contributions € 39,768,367 30,129,710
Due to SOG and Municipalities for accessory services € 918,606 767,389
Other payables to Entities and Municipalities debit for amounts of sewerage and wastewater systems €
2,697,301 3,509,599
Accruals to liquidate to employees € 6,376,920 6,026,562
Other payables € 8,921,591 15,616,009
Dividends to pay € 325,132 316,245
Total € 69,571,315 67,207,758
Payables to social security institutions all accrue by the end of one year and in no case are they assisted by guarantee or encumbered with interest. At the time of drawing up the present financial statement these payables were paid on their due date. Payables for Local Entity Rentals and the Comunità Montane (Mountain Unions) Contributions, up by approximately EUR 9.6 million include the relative tax assessment and are the result of the best estimate of the balance that must be paid after to the aforementioned Municipalities and the Comunità Montane after the order for payment resulting from the decisions taken by the Ente d’Ambito and on the basis of the amounts communicated by the same, adjustments excluded. With specific reference to the contributions to the Comunità Montane, these are paid on the basis of ad hoc communications by the Ente d’Ambito. In particular the Local Entity Rentals refer mainly to the amounts due for 2017 as required by Ente d’Ambito n. 3 Torinese only during the first few months of fiscal year 2018 and in amounts referring to past periods, for some of which it was requested to pay with the corresponding receivables.
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Payables to SOG and Municipalities for accessory services represent the best estimate of the fees due based on the volumetries that will be determined by the billing processes and jobs assigned to the SOG which is charged with special service contracts for operations on their given territory. The amount of Other Payables to Entities and Municipalities includes payables to Entities for rentals and contributions, payables for sewer and water treatment fees due to Provider Entities for the periods preceding direct assumption of the corresponding services resulting from the collection times of the fees from the users affected, as established by the current law and by specific conventional agreements.
Notes of commentary to the entries of the Income Statement
Revenues
23. Revenues € 330,084,397
Revenues are made up as follows: 2017 2016
Aqueduct service € 140,578,968 144,053,610
Sewer service € 46,380,513 46,911,989
Water treatment service € 129,889,958 130,281,947
Hydrants € 4,311,629 4,425,708
Other revenues € 8,923,329 9,945,977
Total € 330,084,397 335,619,231
Revenues have decreased by approximately EUR 5.5 million with respect to the previous fiscal year deriving from the reduction in average volumetries. Revenues from the Aqueduct Services, sewer and water treatment are net of the amount assessed by accrual, of the rate reduction for family units with a ISEE parameter value lower than or equal to EUR 12,000 for a total of EUR 931,457 and the 50% reduction of the rate for public municipal and provincial users for a total of EUR 5,403,877. All the revenues inherent to the institutional activity were obtained in the reference territory ATO 3 Torinese, as determined by the Piemonte Regional Law no. 13 of 01/20/1997 and include the best estimate of revenues accrued in the fiscal year for aqueduct, sewers, water treatment services and hydrants provided in the 293 Municipalities acquired by effect of the reunification process. “Other revenues” mainly consists of accessory from users, the industrial aqueduct and rain water, those obtained for jobs performed on behalf of users and third parties, in particular for alterations to the water network and sewer network, revenues per analyses and treatments, water points, sale of energy and services for noncore activities performed on the free market. Reduction from the previous fiscal year is the result of the combined effect of the expected drop in accessory revenues from users for demands and closures, of analyses and of other services and revenues for lower fees from investees after the reunification process, mitigated by the greater fees for jobs on behalf of third parties.
24. Revenues for planning and construction activities € 62,140,413
2017 2016
Revenues for planning and construction € 62,140,413 63,730,338
This item refers to the “planning and construction” of assets under concession, which, as envisaged by IFRIC 12, is entered under revenues; the corresponding costs, net of the capitalized costs for internal increases, are entered under the entry “Costs for planning and construction”.
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25. Other revenues € 16,208,920
Other operating revenues are itemized as follows:
2017 2016
Grants for current expenses (A) € 3,455,498 2,873,840 — Other €
Grants for current expenses € 2,990,323 2,799,108
Other revenues € 3,819,087 4,320,521
Contingent assets and nonexistent liabilities € 5,220,619 4,808,473 Adjustments/allocations to provisions for liabilities and other
charges
723,393 (404,513)
(B) 12,753,422 11,523,589
Total other revenues (A+B) € 16,208,920 14,397,429
“Grants for current expenses” include the incentive for producing energy from photovoltaic sources, the incentivizing rate from the Green Certificates, grants for water points and grants for project shareholdings. The increase from the previous fiscal year arises mainly from the amount for the incentivizing rate from the green certificates. “Other” includes the accrued economic amounts of contributions in the plants account, already commented on under the entry “Multiannual deferred income” in these Notes to the Accounts as well as other revenues, among which receivables lease payments, stamp reimbursements and other reimbursements), contingent gains and non‐existence of liabilities except for the estimate of adjustments made to the liabilities fund, as already commented on in the Liabilities section of these Notes to the Accounts and includes changes for consolidation adjustments. The total increase in this item from the previous fiscal year derives from the significant settlement of in‐court and out‐of‐court litigations which in turn led to the adjustment of the provision for liabilities.
Operating costs
26. Consumption of raw materials and consumables € 11,354,150
This item includes: 2017 2016
Materials for maintenance net of changes in stock € 4,811,889 4,637,738
Chemicals € 4,490,388 4,464,819
Other materials € 2,186,020 2,173,365
Increases for in‐house jobs € (134,147) (174,654)
Total € 11,354,150 11,101,268
This item registers a slight increase from the previous year deriving from greater costs for maintenance materials.
27. Costs for leased assets and services € 108,683,944
This item includes: 2017 2016
- Electricity (A) € 29,496,020 32,679,664
- Maintenance, works and services & industrial (B) € 54,385,509 52,432,622
- General services:
Services € 9,989,702 9,985,871
Allocation to Provision for liabilities and other charges € 1,511,115 3,066,930
(C) € 11,500,818 13,052,801
- Rentals to local entities (D) € 8,678,166 8,901,289
- Rentals and payable concessions, leases and hires (E) € 4,623,431 4,753,600
Total costs for services and leased assets (A+B+C+D+E) € 108,683,944 111,819,976 The decrease in costs for electricity derives from less uptake from the external network against an increase in self‐production.
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As regards the consumption of electricity, bear in mind that the energy recovery technologies operating at the water treatment plants have allowed an overall 17.28% savings on consumption. The energy balance of the Parent Company shows the following data: 2017 2016
MWh % MWh %
- Heat
Self‐produced by gas‐powered motors 22,305 52.45 16,950 40.56
Self‐produced by boiler 390 0.92 1,250 2.99
Produced by methane 19,832 46.63 23,595 56.45
Total 42,527 100.00 41,795 100.00 - Electricity
Self‐produced by gas‐powered motors 25,312 10.43 17,449 7.29
Self‐produced by solar cells 1,278 0.53 1,289 0.54
Total uptake from external suppliers 216,076 89.04 220,503 92.17
Total 242,666 100.00 239,241 100.00
Total consumption 285,193 100.00 281,036 100.00
Total recovery 49,285 17.28 36,938 13.14 - Self‐produced and sold electricity
(Balme hydroelectric power station) 6,463 6,801
Total self‐production 55,748 43,739
Total self‐produced electricity 33,053 25,539
- Self‐produced electricity in relation to total electricity consumed
13.62 10.68
28. Payroll costs € 62,123,958
The payroll cost composition is the following: 2017 2016
Wages and salaries € 43,159,893 42,835,141
Social charges € 14,391,498 14,455,063
Severance package € 2,800,145 2,824,654
Pension and similar funds € 62,219 59,943
Other costs € 1,710,203 1,159,131
Increases for in‐house jobs € 0 (216,339)
Total € 62,123,958 61,117,593
Changes in staff during the fiscal year are shown below:
Top
Managers Mid‐managers Office workers Laborers Apprentices Total
Staff as at 12/31/2016 9 36 626 347 1 1,019
Staff as at 12/31/2017 9 35 616 331 32 1,023
Change 0 ‐1 ‐10 ‐16 31 4
Relative to the accounting period, the average staff was composed as follows:
- Top Managers 9
- Mid‐managers 35
- Office workers 624
- Laborers 337
- Apprentices 17
The increase in costs is mainly attributable to the combined effect of the charges deriving from the statements approved by the Collective National Labor Agreement of the trade category applied by the Company, the greater weight of the cost of new hires in 2016 subsequent to the aggregation process and the greater cost of outsourced work, all mitigated by the effect of turnover in relation to dismissals and new hirings of apprentices as foreseen by the Industrial Plan.
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Outsourced work contracts, 14 units as at 12/31/2016, increased in number to 16 units as at 12/31/2017 and their costs weighed on the fiscal year for a total of EUR 460,298. As at 12/31/2017 one transfer contract weighed EUR 47,268. “Other costs” includes allocations other charges in the amount of EUR 295,122, for INPS (former INPDAP contributions.
29. Other operating expenses € 21,666,856
This item includes: 2017 2016
Other tax charges € 1,145,803 1,313,804
Ambito fees € 16,836,660 15,942,355
Other charges € 2,279,424 2,807,911
Allocation to provisions for liabilities and charges € 1,404,969 1,117,587
Total € 21,666,856 21,181,657
“Other tax charges” mainly includes charges for stamp fees, IMU, government concession taxes and other local taxes. This item underwent a slight drop following the decrease in the local IMU tax. The entry “Ambito fees” includes the best estimate of the contributions to the Mountain Unions and the operational costs of the Ente d’Ambito and the contributions to the ARERA, depending on the resolutions they pass and the communications they send out. The entry “Other charges” mainly refers to association dues, compensation for damages, contingent and non‐existent assets including the economic accounting of the charges deriving from costs or adjustments of revenues whose accrual is attributable to previous fiscal years but which has never been considered previously because of objective unavailability of the certain estimate elements objectively determinable. As already indicated above, the entry also includes “Allocations to provisions for liabilities and charges” to cover liabilities and costs involving taxation, administration and other that are certain or probable but whose exact amount or date of occurrence are not yet determinable at this moment.
30. Costs for planning and construction € 58,716,004
2017 2016
Costs forplanning and construction € 58,716,004 60,844,225
This item refers to “Costs for planning and construction” of assets under construction, net of capitalized costs for internal increases that, according to IFRIC 12, is entered under costs; the corresponding revenues are entered under the entry “Revenues for planning and construction”.
31. Amortization, depreciation and write‐downs € 58,438,792
The composition of this entry is as follows: 2017 2016
Depreciation tangible fixed assets € 16,158,822 15,778,901
Depreciation other intangible fixed assets € 1,338,636 957,320
Depreciation assets under concession € 36,287,725 34,056,609
Debt write‐downs € 4,653,609 5,762,693
Total € 58,438,792 56,555,523
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Taking into account the presentation regarding valuation criteria, and the systematicity criterion, for calculating depreciation in the fiscal year the following ordinary rates were used:
Intangible fixed assets:
Assets under concession (improvement of third‐party’s assets and revertible assets) Depending on the estimated technical‐economic‐ profit life of various types of
reference assets
Assets under concession (use rights)
As a function of the durations of the ATO3 and SMAT S.p.A. service convention
(2033)
Software use licenses 33.33%
Patents 50.00%
Expansion and development costs 20.00%
Trademarks 10 years
Surface rights
As a function of the estimated profit life equivalent to the durations of the
Company from the date of the Articles of Association
Tangible fixed assets: Buildings and fences 3.50%
Solar power plants 9.00%
Light constructions 10.00%
Specific plants and filtering plants 8.00%
Metering devices 10.00%
Laboratory and other equipment 10.00%
Furniture and furnishings 12.00%
Office equipment 12.00%
Electronic machinery 20.00%
Hardware 20.00%
Cars 25.00%
Motor vehicles for transport and other vehicles 20.00%
Carbon assets 20.00%
Polarite 11.00%
Tanks 4.00%
Fixed waterworks 2.50%
Sewers 5.00%
Water treatment plants 15.00%
Machinery 12.00%
To the Increases of 2017 of tangible fixed assets the rates applied amount to 50% of the ones shown above, representing with the best estimate average rates as a function of the months of use. The entry also includes the allocations deriving from prudential valuations of the trade receivables. These allocations amount to approximately EUR 4.7 million, as a consequences of the seniority of the receivables from users as already mentioned under the specific Assets entry of these Notes to the Accounts. The allocations to the Provisions for liabilities and other overhead costs are entered according to “type”.
Financial proceeds and charges
32. Financial income € 5,437,544
This entry includes: 2017 2016
Proceeds from related parties € 0 79,979
Receivable interest and other financial proceeds
€ 5,437,544 6,317,500
Total € 5,437,544 6,397,479
The annulment of the entry “proceeds from related parties” derives from the repayment of the loan granted to the associate SAP S.p.A., which occurred on 2.01/2017. “Receivable interests and other financial proceeds” include receivable interest on current accounts in banks and post offices, interest arrears and other financial proceeds and dividends from other companies. The decrease derives from the effect of the change of the calculation criteria of arrears indemnity adopted in the corporate regulations in effect since July 1st 2017.
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33. Financial expenses € 6,799,437
This entry includes 2017 2016
Payable interest and commissions on loans € 4,666,187 2,427,890
Other receivable interests and charges € 373,128 558,685
Write‐down shareholdings € 1,760,122 2,700,221
Total € 6,799,437 5,686,796
Payable interest and commissions on loans include the charges on loans received in as investments and then purchases, in addition to the amount pertaining to interest on the debenture loan. The entry also includes adjustment of the charges as a function of the amortized cost method. The Other payable interests and charges include, on the other hand, the prudential count of interest on arrears for overdue debts (according to current law) and financial charges deriving from the actuarial valuation of the Severance Fund and other benefits to employees according to IAS 19. The entry Write‐down of Shareholdings refers to the write‐down of the shareholding in the associate SAP S.p.A., in consideration of the results of the SAP Group. The Administration decided to devalue for durable loss of value the aforesaid shareholding by EUR 1.8 million to align its value with the pro‐quota of the Consolidated Net Equity of the SAP S.p.A. Group.
34. Income taxes € 25,612,170
This entry includes: 2017 2016
- IRAP € 3,970,160 4,121,242
- IRES € 21,479,085 24,901,931
- Taxes relative to previous fiscal years € 836,290 (774,074)
- Change in payable deferred taxes € (232,778) (513,485)
- Change in receivable deferred taxes € (440,587) 1,714,935
Total € 25,612,170 29,450,548
As part of the current taxation, IRES decreased after the decrease of the tax rate from 27.5% to 24%. The
taxable base, though in the presence of a result before taxes lower than that as at 12/31/2016, is in fact
more or less constant in the presence of smaller decreases in tax changes and tax facilities Aiuto alla
Crescita Economica (ACE Assistance to Economic Growth) significantly redimensioned (notional returns on
own capital increases reduced from 4.75% to 1.6%). Furthermore IRAP is not affected significantly by the
lower pre‐tax result because there are lower tax deductions than in the previous fiscal year (smaller uses
and release of provisions for liabilities and charges).
The taxes pertaining to the previous fiscal year refer to completion of the quantification of the IRES
estimated for the financial statement as at 12/31/2016 of the Parent Company (mainly pertaining to the
revision of the tax treatment write‐down of the SAP shareholding) and the greater assessed taxes for the
2013 tax period after the Revenue Agency assessment (for the details of which, see the Director’s Report).
Other information
Below is the information regarding the commitments undertaken by the Company (I), to determine “Fair value” (II), to manage financial risks (III), to fees to the Directors and Auditors (IV), to the fees paid to the Auditing Firm (V), to the relationships with related parties (VI) and to the significant events occurring after December 31st 2017 (VII).
I. Commitments undertaken by the Group
The Company issued, equally to IRETI S.p.A., letter of commitment to financial support of Acque Potabili S.p.A. in the amount of EUR 2.5 million with validity until 12/31/2019.
II. Determination of the “fair value”: supplementary information
In regard to the valuation at fair value of the financial instruments in conformity with the requirements of IFRS7 we specify the following:
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Assets
- Non‐current financial assets – receivables: Book value in financial statement is the “fair value” of the same
- Cash and cash equivalents: Book value in financial statement is the “fair value” of the same
- Shareholdings available for sale: Book value in financial statement is the “fair value” of the same
Liabilities
- Loans at variable rate: Book value in financial statement is the “fair value” of the same
- Trade payables: Book value in financial statement is the “fair value” of the same
III. Management of financial risks
In conformity with the aforesaid IFRS 7, we specify that SMAT S.p.A., in the ordinary development of own operating assets, is potentially exposed to financial liabilities already commented on in the Directors’ Report.
IV. Fees to Directors and Auditors
Below is the itemization of fees to the Directors and Auditors of SMAT Torino S.p.A.: for the financial statements closed as at December 31st 2017 and 2016. 2017 2016
Directors € 243,168 239,814
Auditors € 105,939 149,983
The fees correspond to the amounts deliberated by the Meetings of Shareholders and the obligatory contribution.
V. Fees to the Auditing Firm
The fees due to the auditing firm Deloitte & Touche S.p.A. for the accounting audit services financial statement and consolidated as at December 31st 2017 amounting to EUR 45,000 and EUR 75,100 for other complementary services, mainly referring to activities carried out with reference to the offer of bonds on the market.
VI. Operations with related parties
The relations between the companies of the Group are regulated at market conditions. The relations between SMAT Torino S.p.A. and its subsidiaries and associates, and among these companies, are mainly of a business and financial nature. Below is the itemization of the capital and economic balances inherent to operations with related parties for the fiscal year closed as at December 31st 2017.
Fiscal year 2017
Total revenues Total
operating costs
Financial proceeds
Trade receivables and current other assets
Trade payables and
current other
liabilities
Current financial assets
CITY OF TURIN 3,948,904 1,828,468 7 4,310,199 1,590,207 ‐
SAP SPA formerly SVILUPPO IDRICO 80,816 48,297 ‐ 79,656 15,591 ‐
ACQUEDOTTO MONFERRATO 5,002 ‐ ‐ 173,894 33,955 ‐
Total related parties 4,034,722 1,876,765 7 4,563,749 1,639,753 ‐
Total balance position 408,433,730 262,544,912 5,437,544 274,755,968 148,744,225 ‐
Weight % on total balance position 0.99% 0.71% 0.00% 1.66% 1,.10% 0.00%
VII. Significant events occurring after December 31st 2017
Significant events occurring after 12/31/2017, are itemized in the dedicated section of the Directors’ Report.
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FINANCIAL STATEMENTS SMAT TORINO S.p.A. AS AT DECEMBER 31st 2017
XVIII FISCAL YEAR
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STATEMENT OF FINANCIAL POSITION Euro Ref. 12/31/2017 12/31/2016
ASSETS
Noncurrent assets
Tangible fixed assets 1 168,968,380 168,626,420
Goodwill 2 5,928,005 5,928,005
Other intangible assets 3 3,579,331 3,080,721
Concession 4 579,570,400 553,663,229
Investments 5 19,620,845 21,420,845
Deferred tax assets 6 15,077,587 14,596,296
Non‐current financial assets 7 907,087 849,677
Other non – current assets 0 0
Total noncurrent assets 793,651,635 768,165,193
Current assets
Inventory 8 7,415,403 6,386,958
Trade and other receivables 9 269,346,484 242,207,044
Current tax assets 10 7,995,743 7,317,058
Current financial assets 11 1,487,057 3,396,538
Other current assets 12 6,855,712 6,764,679
Cash and cash equivalents 13 131,587,185 54,116,501
Total current assets 424,687,584 320,188,778
Assets intended for sale 0 0
TOTAL ASSETS 1,218,339,219 1,088,353,971
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STATEMENT OF FINANCIAL POSITION Euro Ref. 12/31/2017 12/31/2016
NET EQUITY AND LIABILITIES
NET EQUITY
Share capital 345,533,762 345,533,762
Legal reserve 15,298,020 12,220,577
Restricted reserve for PEF implementation 153,583,962 106,806,840
FTA Reserve (2,677,452) (2,677,452)
Other reserves and retained earnings 5,806,911 11,015,974
Profit for the year 60,427,907 61,548,845
TOTAL NET EQUITY 14 577,973,110 534,448,546
LIABILITIES
Non‐current liabilities
Non‐current financial liabilities 15 331,444,828 246,448,813
Provisions for employee benefits 16 17,292,133 17,924,739
Provisions for risks 17 26,586,617 24,880,711
Deferred tax liabilities 18 341,798 545,538
Other non ‐ current liabilities 19 52,303,449 52,663,003
Total liabilities non ‐ current 427,968,825 342,462,804
Current Liabilities
Current financial liabilities 15 51,082,945 49,486,714
Trade and other payables 20 84,409,472 85,121,711
Current tax liabilities 21 7,948,737 10,202,721
Other current liabilities 22 68,956,130 66,631,475
Other current financial liabilities 0 0
Total current liabilities 212,397,284 211,442,621
Liabilities intended for sale 0 0
TOTAL LIABILITIES 640,366,109 553,905,425
TOTAL NET EQUITY AND LIABILITIES 1,218,339,219 1,088,353,971
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INCOME STATEMENT Ref. 2017 2016
REVENUES
Revenues 23 330,151,739 335,581,857
Revenues for planning and construction activities 24 62,140,413 63,730,338
Other revenues 25 14,043,602 12,099,752
Total revenues 406,335,754 411,411,947
COSTS
Consumption of raw materials and consumables 26 11,246,678 10,983,317
Costs for leased assets and services 27 109,139,497 112,576,256
Payroll costs 28 60,025,167 58,983,258
Other operating expenses 29 21,611,249 21,050,233
Costs for planning and construction activities 30 58,716,004 60,844,225
Total operating costs 260,738,595 264,437,289
Gross Operating Margin 145,597,159 146,974,658
Amortization, depreciation and write‐downs 31 (58,421,566) (56,539,085)
Operating income (EBIT) 87,175,593 90,435,573
Financial income 32 5,616,482 6,689,198
Financial expense 33 (6,822,649) (6,563,319)
Total financial management (1,206,167) 125,879
Result before taxes 85,969,426 90,561,452
Income taxes 34 (25,541,519) (29,012,607)
PROFIT (LOSS) FOR THE YEAR 60,427,907 61,548,845
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COMPREHENSIVE INCOME STATEMENT Ref. 2017 2016
A. Profit for the year 60,427,907 61,548,845
Actuarial profits/(losses) on the Severance Fund (37,254) (609,977)
Fiscal effect on Profits/(losses) that will not later be reclassified in the Income Statement
0 0
B. Profits/(losses) entered directly under Net Equity that will not later be reclassified in the Income Statement
(37,254) (609,977)
Amount of other profits/(losses) of enterprises valuated with the Net Equity method
0 0
Fiscal effect on profits/(losses) that will later be reclassified in the Income Statement when certain conditions will be met
0 0
C. Profits/(losses) entered directly under Net Equity that will not later be reclassified in the Income Statement
0 0
D. Total profit for the year (A + B + C) 60,390,653 60,938,868
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CASH‐FLOW STATEMENT FOR THE FISCAL YEAR Euro Ref. 2017 2016
A. Financial flows of operating assets 81,267,286 102,282,397
Net Profit (Loss) for the year 60,427,907 61,548,845
Adjustments for non‐monetary costs and revenues
Amortization of intangible assets 1,338,050 956,457
Depreciation of tangible assets 16,142,182 15,763,326
Depreciation of assets under concession 36,287,725 34,056,609
Change in provisions for liabilities and charges 1,705,906 (570,983)
Change in provisions for benefits to employees (632,606) 202,884
Change in advance deferred taxes (685,031) 1,226,587
Change in other noncurrent assets/liabilities (416,964) (405,290)
Change in Net Equity reserves
Difference in conversion 0 0
Actuarial profits and losses 0 0
Other movements (5,230,193) (5,864,499)
Change in net working capital
(Increase)/Decrease in trade receivables (27,139,440) 7,127,663
(Increase)/Decrease in other assets 1,139,763 4,058,870
(Increase)/Decrease in inventory (1,028,445) (378,726)
Increase/(Decrease) in trade payables (712,239) 706,447
Increase/(Decrease) in other liabilities 70,671 (16,145,793)
B. Financial flows of investment assets (78,715,698) (72,114,154)
Disinvestments /(investments) of intangible fixed assets (1,836,660) (1,816,202)
Disinvestments /(investments) of tangible fixed assets (16,484,142) (10,051,956)
Disinvestments /(investments) of assets under concession (62,194,896) (64,137,974)
Change in shareholdings 1,800,000 3,891,978
Change in area of consolidation
C. Financial flows of financial assets 74,919,096 12,489,308
Takings from the issue of share capital 0 0
(Purchase)/Assignment of shareholdings 0 0
Change in financial payables 85,050,158 22,301,764
Other changes in financial liabilities 1,542,088 587,238
(Dividends paid) (11,673,150) (10,399,694)
D. Net flow generated by the management (A ± B ± C) 77,470,684 42,657,551
E. Initial liquid assets 54,116,501 11,458,950
F. Final liquid assets (D ± E) 131,587,185 54,116,501
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CHANGES IN NET EQUITY
(in euro) 12/31/2015 Allocation of
result Distribution of dividends
Other movements
Result for the year
12/31/2016
Share capital 345,533,762 345,533,762
Legal reserve 9,472,723 2,747,854 12,220,577
Restricted reserve for PEF implementation 65,039,457 41,767,383 106,806,840
FTA reserve (2,672,163) (5,289) (2,677,452)
Other reserves and retained earnings :
Optional reserve 34,342,562 0 34,342,562
Severance actualization reserve 882,286 (609,977) 272,309
Negative reserve for own shares in portfolio (19,659,864) (5,249,040) (24,908,904)
Reserve for rounding ups (1) (4) (5)
Retained earnings 729,883 10,980,012 (10,399,694) (189) 1,310,012
Total Other reserves and retained earnings 16,294,866 10,980,012 (10,399,694) (5,249,233) (609,977) 11,015,974
Result for the year 55,495,249 (55,495,249) 61,548,845 61,548,845
TOTAL NET EQUITY 489,163,894 0 (10,399,694) (5,254,522) 60,938,868 534,448,546
(in euro) 12/31/2016 Allocation of
result Distribution of dividends
Other movements
Result for the year
12/31/2017
Share capital 345,533,762 345,533,762
Legal reserve 12,220,577 3,077,443 15,298,020
Restricted reserve for PEF implementation 106,806,840 46,777,122 153,583,962
FTA reserve (2,677,452) 0 (2,677,452)
Other reserves and retained earnings :
Optional reserve 34,342,562 0 34,342,562
Severance actualization reserve 272,309
(37,254) 235,055
Negative reserve for own shares in portfolio (24,908,904) (5,192,940) (30,101,844)
Reserve for rounding ups (5) 1 (4)
Retained earnings 1,310,012 11,694,280 (11,673,150) 0 1,331,142
Total other reserves and retained earnings 16,294,866 10,980,012 (10,399,694) (5,249,233) (609,977) 11,015,974
Result for the year 61,548,845 (61,548,845) 60,427,907 60,427,907
TOTAL NET EQUITY 534,448,546 0 (11,673,150) (5,192,939) 60,390,653 577,973,110
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NOTES TO THE ACCOUNTS SMA TORINO S.P.A.
Application of the IAS/IFRS and its effects
European (CE) Regulation no. 1606/2002 of July 19th 2002 introduced the obligation, starting from fiscal year 2005, to apply the International Financial Reporting Standards (“IFRS”), as amended by the International Accounting Standards Board (“IASB”), and adopted by the European Union (“IFRS” or "International Accounting Principles”) for the drafting of the statements of account of the companies holding capital and/or payables shares quoted in one of the markets regulated by the European Community. On April 13th 2017, SMAT S.p.A. issued a bond loan for a rated amount of EUR 135 million subscribed by institutional investors and it provided for quotation at the Irish Stock Exchange. In compliance with the aforementioned legislative provisions, SMAT is therefore supposed to draft the consolidated and fiscal year financial statement in compliance with the IFRS starting from the fiscal year closed on December 31st 2016. The data of transition to IFRS (The "Transition Date") has therefore been identified as January 1st 2015. The Company had already prepared the financial statements for the fiscal years closed as at December 31st 2015 and 2014 in compliance with the accounting principles issued by the Associated Chartered Accountants, amended by the Italian Accounting Principles. This Financial Statement is therefore drafted in compliance with the IFRS in force as at the date of its approval. IFRS means the new International Financial Reporting Standards, the reviewed international accounting principles (“IAS”), all the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), formerly named the Standing Interpretations Committee (“SIC”), homologated and adopted by the European Union. The financial statement layouts and accounting information shown in the Notes to the Accounts conform to the accounting records from which they were desumed. The IFRS were applied in coherence to all the periods presented in this document. The Financial Statement schedules according to art. 2423‐ter of the Italian Civil Code show by appropriate comparison the indication of the values in the previous fiscal year. Where required, the data of the previous fiscal year have been suitably adapted in order to ensure comparability. This Financial Statements has been set in the perspective of corporate continuity and on the bases of the contractual criteria of the historical cost, with the exception of some book entries, which are calculated at the fair value, in compliance with the provisions of the International Accounting Principles.
Structure and contents of the financial statement The diagram used for the Income Statement is in scale with the different items analyzed by nature. We believe this presentation, which is aligned to the international procedure, is the one that best represents the company results. The total Income Statement is presented, as allowed by the revised IAS 1, in a separate document from the Income Statement, separating the components that can be reclassified to the Income Statement and those that cannot. The other components of the total Income Statement are highlighted separately also in the prospect of the net equity changes. The diagram of the equity and financial status highlights the separation between the current and non‐current assets and liabilities. The financial reporting is drafted according to the indirect method, as allowed by IAS 7. The Financial Statements diagrams report separately any costs and revenues of non‐recurrent nature. The general principle adopted in setting up this financial statement is the cost one, with the exception of the financial assets and liabilities (including the derivative instruments) which are assessed at fair value. The preparation of the Financial Statements has required the use of estimates by the management; the main areas characterized by particularly significant assessments and assumptions, together with those that have remarkable effects on the situations presented, are entered in section "Use of Estimations". All the accounting prospects of the equity and financial status and of the Income Statement are expressed in Euro unit, whilst the data entered in the explanatory comments are expressed in thousand Euros, except when it is otherwise indicated.
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Valuation criteria
The valuation of the financial sheet items was drawn up based on the general criteria of prudence and accrual, in the prospect of continuation of the business. For the purposes of accounting determinations, priority is given to the economic substance of operations rather than to the legal status. As regards the economic aspect, we specify that the costs and revenues shown include the figures of the end of the year that match the contra items of the Financial Position. In relation to this, profits are included only if realized by the date of closure in the fiscal year, while the risks and losses were taken into account even if known after that date.
Tangible fixed assets
The tangible fixed assets are identified at the purchase or production cost including the accessory charges, or at the value based on appraisals of the company equity, in case of acquisitions of companies, net of the relevant depreciation fund and to any losses of value. The production cost included the direct and indirect costs for the share that can be reasonably ascribed to the assets (e.g.: personnel costs, transport, customs duties, expenses for the preparation of the area of installation, testing costs, notary and land register expenses). The cost includes any professional fees and ‐ for some goods, the financial charges capitalized up to the coming into service of the good. The cost includes any cost for site reclaiming, on which the tangible asset lays, complies with the provisions of IAS 37. The expenses for the ordinary maintenance are fully charged to the Income Statement. The costs for improvements, modernization and transformation of incremental nature are computed to the capital assets. The accounting value of the tangible assets is submitted to verification to identify any losses of value, in particular when events or changes of condition identify that the charged value cannot be recovered. The tangible assets are entered gross to the system revenue grants which are identified in the Income Statement throughout the period of time required to refer them to the relevant costs; they are represented in the equity and financial status by reporting the grant as deferred revenue. The depreciation starts when the assets enter the production cycle and ‐ for the new acquisitions – it is calculated at 50% of the full rate part, since it is considered as representative of the actual use of the goods. The current assets include the costs regarding intangible assets whose economic utilization process has not started yet. The tangible assets are systematically depreciated every fiscal year based on economic and technical rate parts that are considered as representative of the residual potential of use of the assets. We report herein under the tables with the depreciation rate parts that have been taken into account for the depreciation of the assets. As required by IAS 16, the estimated useful lifespan of the tangible assets are reviewed every fiscal year, in order to assess the need of an overhaul. In case it is ascertained that the estimated useful lifespan does not represent as appropriate the future expected benefits, the relevant depreciation plans must be redefined based on the new assumptions. Such changes are entered in a prospect to the Income Statement. During the fiscal year that has been closed, no change was entered under the depreciation plans for any of the categories of tangible assets. The land is not depreciated. The profits or losses that derive from the alienation or dismissals of a tangible asset are identified as the difference between the sale revenue and the net accounting value of the asset and they are identified in the Income Statement at the moment the buyer is transferred the risks and benefits connected to the ownership of said asset.
Goodwill and other Intangible fixed assets
The identifiable controllable intangible assets are identified in the accounting; their cost can be reliably determined provided that such activities generate economic benefits in the future. Such assets are identified at cost value in compliance with the criteria indicated for the tangible assets and ‐ if their useful lifespan is defined ‐ they are depreciated throughout the period of such estimated lifespan. The depreciation starts at the moment the asset is ready to be used or ‐ in any case ‐ it starts producing
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economic benefits for the enterprise. The current assets include the costs regarding intangible assets whose economic utilization process has not started yet. The intangible assets with defined useful lifespan are systematically depreciated starting from when the asset is available for use throughout the period of expected usefulness. The goodwill and the other activities whose useful lifespan is not defined are not subject to systematic depreciation, but they are subject to yearly verifications of recoverability (the so‐called impairment test) rung at the level of the individual Cash Generating Unit (CGU) or groups of CGU's whose indefinite useful lifespan assets can be reasonably allocated. The test is described hereinafter in "Reduction of the value of the assets". Any write‐down ascribed to goodwill cannot be subject to subsequent return to default values. The intangible assets identified as a result to an aggregation of companies are entered separately from the goodwill, if their fair value is reliably determined. The profits or losses that derive from the alienation of an intangible asset are identified as the difference between the dismissal value and the loading value of the asset and they are identified in the Income Statement at the moment the buyer is transferred the risks and benefits connected to the ownership of said asset.
Assets under concession The concessions mainly consist of rights regarding networks, systems and other equipment regarding the Integrated Water Service given under license to SMAT Spa and which are functional to the management of such service. Such licenses are classified in a purposely‐allocated item according to the interpretation IFRIC 12 – Service Concession Arrangements. As far as the depreciation is concerned, IFRIC provides that the latter is calculated on the basis of what is stated in the agreement and ‐ in particular ‐ in a constant measure for the shorter period of time between the technical and economic lift of the assets given in license and the duration of the license itself, until the takeover value provided for in the license agreement is achieved. In particular, the value of the right of use of the public assets of the waterworks of the City of Turin and of C.I.A.C.T., which are defined in compliance with the expert appraisal of transfer, have been entered in this Financial Statements on the basis of the duration of the relevant agreement deed extended by Ente d’Ambito Torinese n. 3. The depreciation of the improvements made to said assets after the transfer date have been determined based on the estimated economic and technical useful lifespan. The depreciations on the improvements made to the well systems entrusted in direct management to the Company have been determined with reference to the estimated economic and technical useful life of the improvements made. The extension of the waterworks system of the City of Turin, received under a license agreement and for which it was established in the previous license contract by the City of Turin to AAM Torino S.p.A. (now liquidated) to be devolved free of charge at the end of the license have been depreciated on the basis of the estimated economic and technical life of said extension. The concession includes the rights on networks, systems and other equipment regarding the Integrated Water Service and connected to services managed by SMAT S.p.A. The implementation of IFRIC 12 has required the application to the same infrastructures ‐ of IAS 11, since, if the licensee builds or upgrades an infrastructure it does not control, the relevant services of building and upgrading developed on behalf of the licensor are considered as actual activities developed against purchase order . Since a large part of the activities is sub‐contracted and that the margin of benefit acknowledged in the remuneration of the service rate cannot be identified separately on the building activities that were developed in‐house, such infrastructures are identified based on the cost that was actually sustained.
Shareholdings
The Investment in subsidiaries and related companies is identified at cost, adjusted in case of losses of value to adapt it to the relevant recoverable value, in compliance with the provisions of IAS 36 – Reduction of the asset value. When the losses no longer exist or reduces, the accounting value is incremented up to the new estimate of the recoverable values, which cannot in any case exceed the original cost. The resuming of the value is entered under the Income Statement. In case the share of competence of the Company of the losses in the participating interest exceeds the accounting value of the shareholding, the value of the shareholding is annulled, and the share of any further losses is identified as a liability fund in case the Company is obliged to respond to it.
81
The dividends received are recognized in the Income Statement once the right to receive the relevant payment is established. In case the related company has distributed dividends, also the following aspects are considered as potential indicators of loss of value:
The book value of the shareholding in the financial statement exceeds the accounting value in the consolidated financial statement of the net assets of the related company, including the relevant goodwill;
The dividend exceeds the total value of the Income Statement in the period of time the dividend refers to.
Other shareholdings are assessed in compliance with the "cost" criteria. If any signs of loss of value are highlighted, the value entered will be aligned. The original cost is resumed in the following fiscal year if the reasons of the write‐down no longer exist. If the reasons of the write‐down no longer exist, the participations assessed at the cost are reevaluated within the limits of the write‐downs performed, with reporting of the effect to the Income Statement. The risk deriving from any losses exceeding the loading value of the participating interest is identified in a purposely‐allocated fund insofar the parent company is committed to comply with the legal obligations or in those that are implicit to the subsidiary or in any case to cover its losses. The financial assets for which there is the intention and capacity by the Company to be kept until the expiry are entered at the cost represented by the fair value of the initial amount given in exchange, incremented by the transaction cost. As a result of the initial identification, the financial activities are assessed through the criteria of depreciated cost, using the method of the actual interest.
Non‐current financial assets This category includes those assets that are not represented by derivate instruments and not quoted in an active market, of which fixed or identifiable payments are expected. Such assets are assessed at the depreciated cost based on the actual interest rate method. If there is objective evidence of the value loss indicators, the value of the assets is reduced in such a measure to result the discounted value of the flows that can be obtained in the future: the losses of value determined through the impairment test are entered under the Income Statement. If the reasons of the previous write‐downs no longer exist in subsequent periods of time, the value of the assets is resumed until it reaches the value that would derive from the application of the depreciated cost if the impairment had not been performed. Such assets are classified as current assets, except the shares whose expiry is longer than 1 month, which are included amongst the non‐current assets.
Inventory
The inventory are assessed at the lowest value between the average weighed cost for the movement and the corresponding market value, in order to reflect any conditions of technical obsolescence or low turnover, is entered in the purposely‐allocated write‐down fund taken to direct reduction of the inventory to take the cost back to the expected achievable value.
Trade receivables
This item refers to assets deriving from the trade relations of supply of goods and services, which are assessed at the depreciated cost adjusted for losses of value compared to the degree of the risk of non‐collection.
Financial assets and other current assets
These are entered at their nominal value ‐ adjusted for losses of value if required ‐ corresponding to the depreciated cost.
Cash and cash equivalents Liquidity includes cash, checks, and bank deposits at sight. Cash equivalents refer to financial investments with a three‐month expiry or less (from the date of their purchase), which can be promptly converted into liquidity and with an insignificant risk of change in their value. These items are accounted for at fair value; profits or losses deriving from any changes in the fair value are entered in the Income Statement.
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Own shares Own shares are entered as a reduction of the Net Equity. The value deriving from their issue is entered with a net equity contra item, with no value entered in the Income Statement.
Provisions for liabilities and charges, benefits to the employees
The provisions for risks and charges concern charges of a determined nature and whose certain or likely existence ‐ as at the date the Financial Statements is being closed ‐ are undetermined as far as the amount or the date of occurrence are concerned. The provisions are identified when: (i) the existence of a current, legal or implicit obligation deriving from a past event, is likely; (ii) the compliance with subject obligation is likely to be burdensome; (iii) the amount of the obligation can be reliably estimated. The provisions to the funds represent the best estimate of the costs required to face compliance as at the date of the Financial Statements (assuming there are sufficient elements to run such estimate) and they are actualized when the effect is significant and the required information is available, In such case, the provisions are determined by actualizing the future cash flows at a discount rate before taxes that reflects the current market assessment and takes into account the risks connected to the company activity. When the actualization is performed, the increment of the provisions due to time is entered in the financial charges. If the liabilities are due to material activities (e.g.: revamping of sites) the fund is entered in counterpart to the activity, it refers to and the identification of the charge in the Income Statement is performed through the depreciation process of the tangible asset the charge refers to. In case of redefinition of the liabilities, the methods provided for by IFRIC 1 are applied. The Notes to the Accounts also illustrate potential liabilities represented by; (i) potential ‐ though not likely ‐ obligations deriving from past events, whose existence will only be confirmed upon occurrence of one or more uncertain future events that are not under the full control of the Company; (ii) current obligations deriving from past events, whose amount cannot be reliably estimated or whose compliance with is likely not to be onerous. Employee benefits (Severance Fund) The liabilities regarding the defined benefit programs (such as the Severance pay for the amount accrued before January 1st 2017 and the other benefits for the employees) are defined net of any activities at the service of the plan, on the basis of current assumptions and by competences, consistently with the working performance required to obtain such benefits; the assessment of the liabilities is performed with the support of independent actuaries. The value of the current profits and losses is entered under the other components of the total Income Statement. Subsequent to Financial Law of December 27th 2006 no. 296, for the companies with more than 50 employees, as related to the shares accrued starting from January 1st 2007, The Severance Fund is configured as a plan with defined contributions.
Trade payables
These refer to financial liabilities deriving from trade relationships of supply and they are calculated at the depreciated cost.
Other liabilities
Other liabilities refer to various types of relationships and they are entered at nominal value, corresponding to the depreciated cost. The entry also includes the “bound revenues" quota (FoNI pursuant to art. 42 Annex “A” to AEEG Deliberation no. 585/2012) determined by Ente d’Ambito Torinese no. 3 with Resolution no. 483/2013 and entered under fiscal year 2012.
Costs and revenues
Costs and revenues are entered net of the adjustments, i.e. returns, discounts, reductions and any changes of estimates, and they are calculated in compliance with the principals of prudence and accrual. In particular, as far as the revenues are concerned. In particular per i revenues: - revenues for service performance are recorded as at the date the services have been completed;
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- revenues for the sale of water are counted and recorded at the moment of supply and include the allocation for supplies made, but not yet billed (estimated on the basis of historical analysis determined in relation to previous consumption);
- revenues for the sale of products are counted at the moment of the ownership takeover, which generally corresponds to the delivery or shipment of the goods.
Costs are recorded according to the accrual principle.
Grant for Plants
Grant for Plants is entered in the financial statement when the justifying documentation exists for the imminent collection by the Utilities Entity. These concur to form the operating income according to the economic accrual rules, determined in relation to the residual profitable economic‐technical life of the assets to which they refer.
Financial proceeds and charges
Financial proceeds and charges are calculated according to the accrual principle. The dividends of other enterprises are entered into the Income Statement at the time in which the right to receive payment for them is established.
Income taxes for the year
The income taxes for the fiscal year represent the sum of current and deferred taxes. Income taxes are based on the profit for the year before taxes. Profit before taxes differs from the result entered in the Income Statement since it excludes positive and negative components which will be taxable or deductible in other fiscal years and ‐ furthermore ‐ it excludes items that will never be taxable or deductible. "Liabilities for current taxes" items are calculated using rates in force as at the date of the Financial Statements. In determining the income taxes, the Company has taken into due consideration the effects deriving from the last fiscal reform introduced by Law no. 244 of December 24th 2007 and ‐ in particular ‐ the strengthened principle of derivation established by art. 83 of TUIR, which requires the entity applying the international accounting principles to apply, even in exceptions to the provisions of the TUIR, “the criteria of qualification, temporary computing and classification of the Financial Statements according to said accounting principles”. Deferred taxes are calculated as related to the time differences in the taxation and are entered under the "Deferred tax liabilities" The active deferred taxes are identified insofar the existence in the fiscal years the relevant temporary differences will reflect into, a taxable amount equal at least to the amount of the differences which will be compensated is considered as likely. The deferred and anticipated taxes are determined on the basis of the tax rates that are expected to be applicable in the fiscal year the tax activity will be developed or the tax liability will be extinguished, on the basis of the tax rates defined by measures in force or substantially in force at the reference date in the financial statement. Such changes are computed to either the Income Statement or to the net equity, as related to the computing made at the origin of the reference difference.
Impairment test
The accounting values of the Company assets are assessed at every reference data of the Financial Statements, in order to determine whether there are indications of impairment, in case you proceed to the estimate of the recoverable value of the asset. A loss by impairment is computed to the Income Statement when the accounting value of an asset or of a unit that generates financial flows exceeds the recoverable value. The recoverable value of the non‐financial assets corresponds to the greatest value between the “fair value" net of the sale cost and the value in present use. To determine the value in present use, the estimated future financial flows are actualized using a discount rate that reflects the market assessment of the money value and of the risks related to the type of activity. In case of assets that do not generate financial flows in input, that are widely independent, we proceed by calculating the recoverable value of the unit that generates financial flows the unit belongs to. When, then, an impairment different from goodwill and from other assets of indefinite useful lifespan fails or is reduced, the accounting value of the activity and of the activity that generates financial flows is
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incremented until the new estimate of the recoverable value and cannot exceed the value that would be determined if no loss were detected by impairment. The resuming of impairment is immediately entered under the Income Statement.
Conversion of assets/liabilities into foreign currency
The functional and presentation currency adopted by SMAT S.p.A. is Euro. The transactions in foreign currencies are initially identified at the exchange rate as at the date of the operation. The assets and liabilities in currency ‐ with the exception of tangible assets ‐ are entered under the reference exchange rate as at the date the fiscal year is closed and the relevant profits and losses on the exchange rate are regularly computed to the Income Statement; the net profit ‐ if any ‐ that might arise is allocated to a purposely‐created non‐distributable reserve up as at the date of use.
Use of estimations
The drafting of the Financial Statements and relevant Notes to the Accounts requires the administration body to run estimates that influence the values of the financial statement assets and liabilities and on the information regarding the potential assets and liabilities as at the date of the financial statement. The status of generalized economic and financial crisis involves the need to make assumptions as related to the future trend, which can be characterized by uncertainty. Subsequently, we cannot exclude in the future different results from what has been estimated, that could therefore require amendments that cannot be estimated today or forecast at the accounting value of the relevant financial statement items. Estimates are used in different areas, such as the credit depreciation Fund, the provisions for contingencies and charges, the depreciations, the assessment of the assets regarding shareholding in related companies and subsidiaries the sale revenues, the cost and charges regarding the management of the Integrated Water Service and the income taxes. The estimates and assumptions are periodically reviewed by the Group based on the better knowledge of the activity and of other factors that can be reasonably derived from the current circumstances, and the effects of any changes are immediately reflected in the Income Statement.
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Other information
Corporate agreements outside the Statement of Assets and Liabilities
Bear in mind there are no agreements resulting from the financial statement that can have a significant impact on the equity and financial status, or on the economic result of the Company.
Amounts expressed in Notes to the Accounts
Unless otherwise indicated, the amounts entered in the Notes to the Accounts are expressed in Euro units with rounding up to the upper unit for hundredths or greater than 50.
Accounting principles, IFRS amendments and interpretations homologated by the European Union but not yet applicable and not adopted early by SMAT S.p.A.
As at the date of reference of this consolidated financial statement, the competent bodies of the European Union have not yet concluded the certification process required for the adoption of the amendments and principles described herein under.
‐ Principle IFRS 15 – Revenue from Contracts with Customers (published on May 28th 2014 and integrated by other clarifications published on April 12th 2016), which will replace principles IAS 18 – Revenue and IAS 11 – Construction Contracts, as well as interpretations IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers and SIC 31 – Revenues‐Barter Transactions Involving Advertising Services. The principle establishes a new model of acknowledging the revenues, which will be applied to all the contracts stipulated with the clients, with the exception of those that are within the field of application of other IAS/IFRS principles such as leasing, insurance contracts and financial instruments. The essential passages for the accounting of the revenues in compliance with the new model are:
o identifying the contract with the client; o identifying the performance obligations of the contract; o determining the price; o allocating the price to the contract's performance obligations; o the criteria to report the revenue when the amount meets every performance
obligation.
The principle will be applied starting from January 1st 2018, but advance application is allowed.
Final version of IFRS 9 – Financial instruments (published on July 24th 2014) The document collects the results of the stages regarding Classification and Assessment, Impairment, and Hedge accounting, of the IASB project aimed at replacing IAS 39: o It introduces new criteria for the classification and assessment of the financial assets
and liabilities. o With reference to the impairment model, the new principle requires that the estimate of
the losses on credits is performed on the basis of the expected losses model (instead of on the model of the incurred losses utilized by IAS 39) using supportable information, available without charges or unreasonable efforts that required historical, current and perspective data;
o it introduces a new model of hedge accounting (increment of the type of eligible transactions for hedge accounting, change from the accounting mode of the forward contracts and of the options, when included in a hedge accounting report, modifications to the effectiveness test).
The new principle, which supersedes the previous versions of IFRS 9, must be applied by the Financial Statements that start on January 1st 2018 or later. SMAT S.p.A. is evaluating the possible impacts of application of IFRS 9, with possible reference to the evaluation of trade receivables.
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On January 13th 2016, IASB published principle IFRS 16 – Leases, which will supersede principle IAS 17 – Leases, as well as IFRIC 4 interpretations Determining whether an Arrangement contains a Lease, SIC‐15 Operating Leases—Incentives and SIC‐27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The new principle provides a new definition of lease and introduces a criterion based on control (right of use) of a good to distinguish the leasing contracts from the service contracts, identifying as discriminating elements: the identification of the good, the right of its replacement, the right to obtain essentially all the economic benefits deriving from the use of the good and the right to direct the use of the good represented in the contract.
The principle establishes a sole model to acknowledge and assess the leasing contracts for the lessee, which provides for the recording of the good subject to the lease ‐ also if operational ‐ into the assets with, as a contra item, financial payables, providing also the faculty not to acknowledge as leasing those contracts whose subject is the “low‐value assets” and the leasing whose contract duration is or lower than 12 months. On the contrary, the Standard does not include significant changes for the lessors. The principle applies starting from January 1st 2019, but an advanced application is allowed, only for those companies that have applied in advance IFRS 15 ‐Revenue from Contracts with Customers.
A project was launched to evaluate the effects deriving from the implementation of the new principle, firstly with a detailed analysis of contracts and the accounting impacts and secondly with a phase of adaptation of the administrative processes followed by an update, if necessary, of the company’s IT system. Having completed the analysis, the most suitable approach to be adopted will be defined.
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Remarks on the Financial Position and Results
NON‐CURRENT ASSETS
1. Tangible fixed assets € 168,968,380
The composition of the tangible assets and the relevant movements occurred during the fiscal year are entered in the following table:
2016
Categories
Land and buildings
Plants and machinery
Commercial & industrial equipment
Other assets
Assets under construction and payments on account
Grand total
Historical cost as at 12/31/2015 85,536,990 300,917,205 10,323,228 14,201,443 8,903,331 419,882,197
Depreciation fund as at 12/31/2015 (23,939,775) (201,547,296) (7,732,597) (12,324,739) 0 (245,544,407)
Net value as at 12/31/2015 61,597,215 99,369,909 2,590,631 1,876,704 8,903,331 174,337,790
Adjustments 0 856 0 0 (594,707) (593,851)
Works in progress completed in 2016 483,724 1,596,650 0 0 (2,080,374) 0
Disinvestments in the fiscal year 0 0 (20,318) (309,510) 0 (329,828)
Acquisition of SCA (formerly ASA) 1,697 0 58,022 13,927 0 73,646
Increases in the fiscal year 1,201,636 794,995 991,423 983,680 6,609,964 10,581,698
Historical cost as at 12/31/2016 87,224,047 303,309,706 11,352,355 14,889,540 12,838,214 429,613,862
Depreciation in the fiscal year (2,687,421) (11,876,349) (528,075) (671,481) 0 (15,763,326)
Use of funds 0 0 19,291 301,000 0 320,291
Depreciation fund as at 12/31/2016 (26,627,196) (213,423,645) (8,241,381) (12,695,220) 0 (260,987,442)
Net value as at 12/31/2016 60,596,851 89,886,061 3,110,974 2,194,320 12,838,214 168,626,420
2017 Categories
Land and buildings
Plants and machinery
Commercial & industrial equipment
Other assets
Assets under construction and payments on
account
Grand total
Historical cost as at 12/31/2016 87,224,047 303,309,706 11,352,355 14,889,540 12,838,214 429,613,862
Depreciation fund as at
12/31/2016 (26,627,196) (213,423,645) (8,241,381) (12,695,220) 0 (260,987,442)
Net value as at 12/31/2016 60,596,851 89,886,061 3,110,974 2,194,320 12,838,214 168,626,420
Adjustments 89,119 58,721 0 31,250 (215,736) (36,646)
Works in progress completed in
2017 1,272,607 973,916 0 60,657 (2,307,180) 0
Disinvestments in the fiscal year 0 (2,163) (17,785) (167,548) 0 (187,496)
Increases in the fiscal year 1,294,055 1,388,256 935,785 804,701 12,099,383 16,522,180
Historical cost as at 12/31/2017 89,879,828 305,728,436 12,270,355 15,618,600 22,414,681 445,911,900
Depreciation in the fiscal year (2,788,513) (12,019,577) (584,725) (749,367) 0 (16,142,182)
Use of funds 0 1,776 17,496 166,832 0 186,104
Depreciation fund as at
12/31/2017 (29,415,709) (225,441,446) (8,808,610) (13,277,755) 0 (276,943,520)
Net value as at 12/31/2017 60,464,119 80,286,990 3,461,745 2,340,845 22,414,681 168,968,380
As indicated in the valuation criteria, the tangible fixed assets also include the entry of the financial changes of direct imputation pertaining to large works in progress.
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The sources of income owed by the Company as ownership have been amortized in the ordinary way in compliance with the criteria of itemized evaluation inn the present Notes to the Accounts as well as a function of the rates representative of the estimated residual possibility of utilization as at the date of the present financial statement. To the increases made in the fiscal year were applied rates reduced by 50%. For the fixed assets deriving from the acquisitions of business units of SAP S.p.A. (2015) and of SCA S.r.l. (2016), by the Parent Group, we enacted an amortization proportional to the actual time of utilization. “Land and buildings” include the entry, in the subcategory “Buildings & industrial”, of the building located in the municipality of Bardonecchia acquired by SMAT S.p.A. at the end of fiscal year 2011 for its future destination as a drinking water plan that will operate to serve the Acquedotto di Valle and that, in consideration of the non‐availability of the use, was not subject to amortization. “Plants and machinery” also includes the value of spare parts at the service of gas motors also includes the spare parts that sere gas motors subject to the self‐production of energy at the water treatment plant of Castiglione Torinese, whose utilization fulfils characteristics of multiannual utility. “Other tangible assets” includes furniture and furnishings, ordinary office equipment, electro mechanic and electronic machines, hardware, cars, motor vehicles for transport and other vehicles. “Assets under construction and payments on account” includes the value, according to the state of advancement, of works in progress to be realized at the end of the year, as well as the advances paid to plant suppliers for a total value of over EUR 22.4 million. After application of IFRIC 12, “Agreements for services under concession”, the revertible assets referring to the aqueduct system of the City of Turin, were reclassified among the intangible fixed assets.
Intangible fixed assets € 589,077,736
The intangible fixed assets are summarized in the following table:
2016
Categories Goodwill
Plant an
d
expan
sion costs
Developmen
t costs
Industrial paten
t
righ
ts & intellectual
property rights
Concessions,
licen
ses,
trad
emarks and
similar righ
ts
Assets under
construction and
paymen
ts on
account
Other
Total other
intangible
Fixed assets
Assets under
concession
Grand total
Historical cost as at 12/31/2015
5,928,005 39,142 249,266 154,000 15,677,566 909,247 510,210 17,539,431 732,646,283 756,113,719
Depreciation fund as at 12/31/2015 0 (39,142) (249,266) (154,000) (14,777,600) 0 (98,447) 5,318,455) (209,064,419) (224,382,874)
Net value as at 12/31/2015
5,928,005 0 0 0 899,966 909,247 411,763 2,220,976 523,581,864 531,730,845
Adjustments 0 0 0 0 23,181 0 0 23,181 186,504 209,685
Works in progress completed in 2016
0 0 0 0 0 0 0 0 0 0
Disinvestments in the fiscal year 0 0 0 0 0 0 0 0 (2,542) (2,542)
Acquisition of SCA (formerly ASA)
0 0 0 0 361 0 0 361 143,034 143,395
Increases in the fiscal year 0 0 0 0 911,633 881,027 0 1,792,660 63,774,209 65,566,869
Historical cost as at 12/31/2016
5,928,005 39,142 249,266 154,000 16,612,741 1,790,274 510,210 19,355,633 796,747,488 822,031,126
Depreciation in the fiscal year 0 0 0 0 (944,693) 0 (11,764) (956,457) (34,056,609) (35,013,066)
Use of funds 0 0 0 0 0 0 0 0 36,769 36,769
Depreciation fund as at 12/31/2016 0 (39,142) (249,266) (154,000) (15,722,293) 0 (110,211) 6,274,912) (243,084,259) (259,359,171)
Net value as at 12/31/2016 5,928,005 0 0 0 890,448 1,790,274 399,999 3,080,721 553,663,229 562,671,955
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2017 Categories G
oodwill
Plant an
d expan
sion costs
Developmen
t costs
Industrial paten
t righ
ts &
intellectual property rights
Concessions, licenses,
trad
emarks and sim
ilar
righ
ts
Assets under construction
and paymen
ts on account
Other
Total other intangible
Fixed assets
Assets under concession
Grand total
Historical cost as at 12/31/2016 5,928,005 39,142 249,266 154,000 16,612,741 1,790,274 510,210 19,355,633 796,747,488 822,031,126
Depreciation fund as at12/31/2016 0 (39,142) (249,266) (154,000) (15,722,293) 0 (110,211) (16,274,912) (243,084,259) (259,359,171)
Net value as at 12/31/2016 5,928,005 0 0 0 890,448 1,790,274 399,999 3,080,721 553,663,229 562,671,955
Adjustments 0 0 0 0 0 (31,250) 0 (31,250) 56,554 25,304
Works in progress completed in 2017 0 0 0 0 749,772 (749,772) 0 0 0 0
Disinvestments in the fiscal year 0 0 0 0 (9,950) 0 0 (9,950) (5,102) (15,052)
Increases in the fiscal year 0 0 0 0 1,493,007 374,903 0 1,867,910 62,140,414 64,008,324
Historical cost as at 12/31/2017 5,928,005 39,142 249,266 154,000 18,845,570 1,384,155 510,210 21,182,343 858,939,354 886,049,702
Depreciation in the fiscal year 0 0 0 0 (1,326,285) 0 (11,765) (1,338,050) (36,287,725) (37,625,775)
Use of funds 0 0 0 0 9,950 0 0 9,950 3,030 12,980
Depreciation fund as at 12/31/2017 0 (39,142) (249,266) (154,000) (17,038,628) 0 (121,976) (17,603,012) (279,368,954) (296,971,966)
Net value as at 12/31/2017 5,928,005 0 0 0 1,806,942 1,384,155 388,234 3,579,331 579,570,400 589,077,736
2. Goodwill € 5,928,005
The value of goodwill as at 12/31/2017 can be traced to the acquisition of the business branch of SAC (01/01/2014), amounting to EUR 96,000 and SAP S.p.A. (07/01/2015) relative to Municipalities ATO 3 Torinese amounting to EUR 5,832,005, entered under the intangible fixed assets with the consent of the Board of Auditors. Starting on January 1ST 2015, with the adoption of the international accounting principles, the goodwill has no longer been subjected to amortization, but rather to the impairment test according to the provisions of IAS 36. For more information, see the comments in the dedicated section of the Consolidated Financial Statement. The goodwill was allocated to the reference Cash Generating Unit (CGU) in compliance with IAS 36. In compliance with IAS 36, the goodwill is not subject to depreciation, but to the verification by impairment on a yearly basis, or more frequently, should an event or circumstances arise that may lead to assume an impairment. The impairment test is developed through the comparison between the net accounting value and the recoverable value of the CGU the goodwill was allocated to, determined with reference to the greatest value between the fair value net of the costs of sale and the value of use of the CGU. The value of use has been determined by applying the “discounted cash flows” (DCF methods), actualizing the unleveraged free cash flows regarding the CGU that result from the 2015‐2033 Economic and Financial Plan which has been officially approved by the Board of Directors. The Economic and Financial Plan also highlights the results expected for the whole duration of the license and ‐ even though it is drafted on a time horizon longer than 5 years ‐ it constitutes the representative document to identify the prospect cash flows. Furthermore, since the license has a pre‐defined useful life, the "terminal value" has not been defined The discount value utilized is represented by the WACC identified with reference to the sector the identified CGU operates within. The discount rate (WACC) utilized reflects the market assessments on the cost of money and the specific risks of the sector of activities and of the reference geographic area.
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In particular, in determining the actualization rate, the following parameters have been utilized: real risk‐free rate, the revenue rate of the 10‐year BTP risk premiums 5.5% Beta unleveraged regarding the “water utilities” sector, 0.57 Cost of the payables the weighed actual mean of SMAT cost of payables.
The estimated discount rate (WACC) is therefore 4.14%. With reference to fiscal years 2017 and 2016, the impairment tests run do not show any value reductions in the entered goodwill. The results of the impairment tests have been submitted to a sensitivity analysis aimed at verifying their variability with the change of the main assumptions at the basis of the estimate. To this purpose, two different scenarios have been assumed as at December 31st 2017.
scenario 1: actualization rate = 6.50%, with a decrement of approx. 230 base points versus the basis scenario;
scenario 2: actualization rate = 5.26%, with a decrement of approx. 110 base points versus the basis scenario;
The sensitivity analysis shows little sensitivity of the test with the change of assumptions at the basis of the estimate. More precisely, neither of the scenarios above would determine a loss of value of the goodwill.
3. Other Intangible assets € 3,579,331
The intangible assets are entered amongst the state of account assets, since they are part of the assets allocated to be durably used. No value adjustment has been made to the cost of acquisition or production of the intangible assets. The "Licenses, trademarks and similar rights" item includes the cost incurred for the acquisition of software licenses depreciated in three fiscal years, and for the deposit of trademarks, which are depreciated in ten fiscal years. The "Assets under construction and payments on account" refers to the value ‐ in compliance with the progress status ‐‐ of the design costs to adapt the safeguard areas and the study for the installation of flow rate metering instruments to measure anomalous input. Furthermore, since 2014, item "Other" includes also the "Surface right" regarding the parking places in parking lot "Palazzo”.
4. Concessions € 579,570,400
Subsequent to the adoption of IFRIC 12, such category includes the improvements for the enhancement of the assets received in use by the City of Turin as well as the system of the well water systems entrusted in direct management to the Company and depreciated on the basis of the estimated residual economic and technical lifespan Furthermore, it includes the “Assets that can be given free of charge” which show the value of the extensions developed by former partner AAM Torino S.p.A. to the waterworks system of the City of Turin and transferred to said former partner, for which the contract states the obligation of free release at the end of the relevant license of use. It also includes the value of the “Right of use of the assets that constitute the waterworks system”, of mandatory nature, already acknowledged by the City of Turin when transferring them to former partner AAM Torino S.p.A. and then transferred by the latter to SMAT Torino S.p.A. The entry also includes the value of the right to use the waterworks system transferred to January 1st 2003 by C.I.A.C.T. in liquidation. The values are represented in compliance with the expert appraisals drafter to transfer them and depreciated as a function of the new agreement between Ente d’Ambito n. 3 Torinese and SMAT S.p.A.
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5. Investments € 19,620,845
Categories Subsidiaries Associates Other
Companies Grand total
Historical cost as at 12/31/2016 1,491,323 43,102,340 3,536,923 48,130,586
Value adjustments as at 12/31/2016 (1,071,615) (25,560,000) (78,126) (26,709,741)
Net value as at 12/31/2016 419,708 17,542,340 3,458,797 21,420,845
Extraordinary Operations in 2017 ‐ ‐ ‐ ‐
Subscriptions/acquisitions in 2017 ‐ ‐ ‐ ‐
Payments into capital account 2017 ‐ ‐ ‐ ‐
Disposals/reductions in 2017 ‐ ‐ ‐ ‐
Value adjustments 2017 ‐ (1,800,000) ‐ (1,800,000)
Historical cost as at 12/31/2017 1,491,323 43,102,340 3,536,923 48,130,586
Value adjustments as at 12/31/2017 (1,071,615) (27,360,000) (78,126) (28,509,741)
Net value as at 12/31/2017 419,708 15,742,340 3,458,797 19,620,845
In general terms, the Financial Statements values do not significantly exceed the ones that correspond to the fractions of Net Equity entered in the statements of account as at 12/31/2017 of the related companies. The shareholding in Acque Potabili S.p.A. has been assessed EUR 15.742 million as related to the fraction of Net Equity from Parent Company SMAT S.p.A., as already described in detail in the Management Report. Through Acque Potabili S.p.A., SMAT S.p.A. has indirect equal control over:
Acquedotto del Monferrato S.p.A. The shareholding in Acque Potabili Siciliane S.p.A. after the filing of the Extraordinary Administration Procedure of February 7th 2012, in bankruptcy since October 10th 2013, has been reclassified as "Other companies" instead of shareholding in related companies, even though it was fully depreciated in the fiscal year that is being closed. As it is better entered in the Management Report, it is completely out of SMAT S.p.A. Group consolidation area. In compliance with art. 2427, paragraph 1, no. 5 of the Italian Civil Code, the shareholding in subsidiaries related companies in force as at December 31st 2017, respectively consists of:
Shareholding in Risorse Idriche S.p.A., having its registered office in Torino, Corso XI Febbraio 14 and having the following characteristics:
Shareholding in Risorse Idriche S.p.A.
a) Share capital of the investee (€) 412,769
b) Shares held (qty) 727,305
c) Nominal value per share (€) 0.52
d) Acquisition cost (€) 1,440,322
e) Stake held (%) 91.62
f) Book value (€) 368,707
g) Net Equity of the investee (€) 631,395
h) Result of previous fiscal year (€) 4,713
Shareholding in AIDA Ambiente S.r.l., having its registered office in Pianezza, Via Collegno 60, and having the following characteristics:
Shareholding in AIDA Ambiente S.r.l.
a) Share capital of the investee (€) 100,000
b) Shares held (qty) N/A
c) Nominal value per share (€) N/A
d) Acquisition cost (€) 51,000
e) Stake held (%) 51.00
f) Book value (€) 51,000
g) Net Equity of the investee (€) 638,068
h) Last Profit for the year (€) 117,704
92
Shareholding in Acque Potabili S.p.A., having its registered office in Torino, Corso XI Febbraio 22, and having the following characteristics:
Shareholding in Acque Potabili S.p.A.
a) Share capital of the investee (€) 7,633,096
b) Shares held (qty) 3,429,125
c) Nominal value per share (€) 1
d) Acquisition cost (€) 43,102,341
e) Stake held (%) 44.92
f) Book value (€) 15,742,341
g) Net Equity of the investee K/€ 32,933
h) Result of previous fiscal year K/€ (3,868)
The assessment regarding the shareholding in S.I.I. S.p.A., whose registering value is greater that the corresponding fraction of the Net Equity, has been kept at the cost in consideration of the expected future profitability of the company, as it results from the information transmitted to SMAT S.p.A. On July 19th 2016, a specific Notary Deed defined the establishment of the Water Alliance – Acque del Piemonte network of enterprises, whose registered office is in Turin – Viale Maestri del Lavoro n. 4. As at December 31st 2017 the Equity Fund amounted to Euro 60,000 in which SMAT holds a 8.33% interest. This network of enterprises was established by 12 Piedmontese water service companies, that signed a "network agreement" aimed at upgrading their competitive capacity through a shared representation of interests on behalf of institutional stakeholders and associations, as well as shared decision‐making processes.
6. Deferred tax assets € 15,077,587
This item (EUR 14,596,296 in the previous fiscal year) includes the credit deriving from the active deferred taxes mainly calculated on the provisions for costs to be deducted in the future and the revenues for anticipated taxation. The entry shows an increase of over EUR 481,000 from the previous fiscal year, due to the combined effect of: deducibility of costs accrued in the fiscal year in progress, future fiscal years and deduction of the costs recorded in previous fiscal years, in the present fiscal year. These effects are itemized in the table below:
Description
Balan
ce
as at 12/31/2016
Costs
tran
sferred to 2017
% IR
ES/IRAP
Receivables
IRES/IRAP
tran
sferred as at
312/31/2017
Increm
ental costs
in 2017
% IR
ES/IRAP
New
payab
le
IRES/IRAP
as at 12/31/2017
Balan
ce
as at 12/31/2017
Multi‐year unearned income ‐ FoNI 3,354,596 3,354,596
Provisions for liabilities and charges Expenses:
Expenses in BI IRAP 5,791,662 (571,414) 28.20% (161,139) 1,786,468 28.20% 503,784 6,134,306
Expenses outside BI IRAP 213,497 (671,198) 24.00% (161,088) 52,409
Allocation of Provision for Bad Debts 5,033,806 (1,524,261) 24.00% (365,823) 3,220,576 24.00% 772,938 5,440,921
Amortization Goodwill and trademarks SAP/SAC
4,888 4,888
Local taxes for current fiscal year but paid next year
313 (300) 24.00% (72) 175 24.00% 42 283
Payable interest in arrears 197,535 (562,350) 24.00% (134,964) 115,056 24.00% 27,613 90,184
TOTAL 14,596,296 (3,329,523) (823,086) 5,122,275 1,304,377 15,077,587
CHANGES IN DEFFERED RECEIVABLE TAXES ATTIVE 481,291
93
7. Non‐current financial assets € 907,087
12/31/2017 12/31/2016
Receivable caution money € 907,087 849,677
Total € 907,087 849,677
CURRENT ASSETS
8. Inventory € 7,415,403
This item includes: 12/31/2017 12/31/2016
Raw/auxiliary materials, consumables and commodities
€ 7,374,258 6,345,813
Finished products and goods € 41,145 41,145 Total € 7,415,403 6,386,958
The total change in Inventory during the fiscal year amounted to EUR 1,028,445. The value of Inventory is adjusted by a depreciation fund regarding slow turnover materials for an amount of EUR 770,000, which has not changed from the previous year. Inventory consists of materials whose use does not contain features of multi‐year usefulness. It is assessed in the financial statement at the lowest price between the average weighted price and the market one. No financial charges have computed to the Inventory value.
9. Trade and other receivables € 269,346,484
The book value of trade receivables is made up of as follows: 12/31/2017 12/31/2016
Due from customers
Bills and invoices issued € 209,476,699 154,306,359
Bills and invoices to be issued € 72,393,130 90,898,130
Provision for bad debts € (24,712,014) (22,464,007)
Total due from customers € 257,157,815 222,740,482
Due from subsidiaries € 1,716,988 1,503,775
Due from associates € 253,550 12,406,891
Due from holding companies € 4,310,199 3,366,197
Due from other € 5,907,932 2,189,699
Net book value € 269,346,484 242,207,044
DUE FROM CUSTOMERS € 257,157,815
The net value of the payables from customers shows an increase of approx. EUR 34.4 million from the previous fiscal year resulting from the concentration in the implementation of invoices in the final part of the fiscal year with a postponement of the expiries as at the next fiscal year following the implementation of the new IT application of user management. These receivables are entered under their estimated realizable value taking into consideration a prudential provision for bad debts of approximately EUR 24.7 million.
DUE FROM SUBSIDIARIES € 1,716,988
The entry (EUR 1,503,775 in the previous fiscal year) refers to the receivables from the subsidiaries Risorse Idriche S.p.A. and AIDA Ambiente S.r.l., as pointed out in these Notes.
DUE FROM ASSOCIATES € 253,550
This item (EUR 12,406,891 in the previous fiscal year) refers to receivables from the SAP Group, whose reduction is a consequence of the sale of the business units by the SAP S.p.A. Group to IRETI S.p.A., including the payable and receivable financial elements recorded by SMAT S.p.A.
DUE FROM HOLDING COMPANIES € 4,310,199
The entry includes receivables from the City of Turin deriving from trade transaction operated at market conditions regarding the supply of water, fees, accessory services and jobs.
94
In comparison with the previous year (EUR 3,366,197) the entry shows an increase of approximately EUR 1 million made up of the billing of the final months of the closing fiscal year.
DUE FROM OTHER € 5,907,932
These refer not only to residual trade receivables, but also the advances paid to suppliers for contracts according to the provisions of Law No. 98/2013.
10. Current tax assets € 7,995,743
This item (EUR 7,317,058 in the previous fiscal year) refer mainly to the receivable IRES arising from the paid advances calculated with the historical method (approximately EUR 5 million) and the receivable of approximately EUR 2.6 million regarding the petition for an IRES reimbursement, relative to past tax periods, for the deductibility of the IRAP pertaining to labor costs, presented with the modality required by the Revenue Agency Disposition of 12/17/2012.
11. Current financial assets € 1,487,057
12/31/2017 12/31/2016
Due from subsidiaries € 1,487,057 1,096,538
Due from associates € 0 2,300,000
Due from other € 0 0
Total € 1,487,057 3,396,538
Receivables from subsidiaries are mainly receivables from Risorse Idriche S.p.A. for EUR 1.240 million, following a cash pooling agreement stipulated between the Parent Company ad the subsidiary on 01/30/2015 to optimize the financial needs and from AIDA Ambiente S.r.l. for EUR 179,000 for the dividend deriving from the destination of the project obtained by the subsidiary as at 12/30/2016. Receivables from associates referred, as at 12/31/2016, to the residual interest bearing loan to SAP S.p.A. in fiscal year 2014 to provide the necessary means to execute the totalitarian and voluntary OPA for the purposes of the merger by incorporation into Sviluppo Idrico S.r.l., becoming part of the sale of the business branch to IRETI and reimbursed as at 01/02/2017.
12. Other current assets € 6,855,712
Receivables from other refer to:
Due from Other refers mainly to receivables from GSE incentivized rates (from the Green Certificates) for approximately EUR 3.6 million, due from other subjects in the amount of approximately EUR 614,000 for credit notes to be received and various receivables for approximately EUR 1 million. Other deferrals include the accrued amounts of previous fiscal years of other costs liquidated.
13. Cash and cash equivalents € 131,587,185
Cash and cash equivalents include: 12/31/2017 12/31/2016
Bank and post office deposits € 131,500,360 54,051,309
Checks € 52,590 6,238
Cash and equivalents in hand € 34,235 58,954
Total € 131,587,185 54,116,501
12/31/2017 12/31/2016
Accrued income € 0 0
Deferred charges € 1,291,883 1,067,994
Other assets € 5,563,829 5,696,685
- Due from employees for items to recover by with holding tax € 268,797 283,458
- Receivables for rentals and Ambito contributions € 21,433 21,433
- Due from other € 5,273,599 5,391,794
Total € 6,855,712 6,764,679
95
The remarkable increase from the previous fiscal year derives from the collection of the nonconvertible debentured loan on April 13th 2017 requested to finance the investments required by the Investment Plan of the Ente d’Ambito 3 Torinese. All the aforementioned remainders are liquid and fully available as at the date of the Financial Statements without any constraints whatsoever, except for the subject to collection clause on the checks
NET EQUITY AND LIABILITIES
14. Net Equity € 577,973,110
The value in the Financial Statements takes into account the deliberations taken by the Ordinary Meeting of the Shareholders of 06/28/2017 as related to the destination of the Parent Company results of fiscal year 2016.
SHARE CAPITAL € 345,533,762
Subscribed, paid and recorded in the Register of Enterprises in compliance with the law and is made, as at the date of the Financial Statements, of 5,352,963 ordinary shares of the nominal value of EUR 64.55 each, owned by the Associates. No movements regarding the shares and share capital have occurred during the fiscal year.
LEGAL RESERVE € 15,298,020
The Legal reserve of EUR 12,220,577 as at 12/31/2016, was increased in the fiscal year by EUR 3,077,443 as per Resolution of the Meeting of Shareholders of 28/06/2017.
RESERVE RESTRICTED TO PEF IMPLEMENTATION € 153,583,962
This reserve amounted to € 106,806,840 as at 12/31/2016 and was increased in the period by EUR 46,777,122 in as a result of the Resolution of the Ordinary Meeting of Shareholders of 06/28/2017.
FTA RESERVE € (2,677,452)
This reserve includes the effects of FTA on the Net Equity deriving from the adoption of the international accounting principles, whose comment is entered in the specific paragraph in the Directors’ Report.
OTHER RESERVE AND RETAINED EARNINGS € 5,806,911
The other Reserves include: — Optional reserve € 34,342,562 34,342,562 — Consolidation reserve € 5,026,588 5,026,588
— Severance pay discount reserve € 264,754 283,460
— Negative reserve for own shares in portfolio € (30,101,844) (24,908,904)
— Reserve for rounding up units in Euro € (7) (3)
— Retained earnings € (3,324,207) (3,992,288)
Total € 6,207,846 10,751,415
COMPOSITION OF THE NET EQUITY
Type/Description 12/31/2017 POSSIBILITY OF UTILIZATION
AVAILABLE AMOUNT
Share capital 345,533,762
Legal reserve 15,298,020 X
Reserve restricted for PEF implementation 153,583,962
FTA Reserve (2,677,452)
Other reserves retained earnings:
Optional reserve 34,342,562 X 1,563,265
Severance actualization reserve 235,055
Negative reserve of own shares in portfolio (30,101,844)
Rounding up reserve (4)
Retained earnings 1,331,142 X 1,331,142
Total other Reserves and retained earnings 5,806,911
Opreating income 60,427,907
Total Net Equity 577,973,110 2,894,407
96
The reserve for the actualization of the Severance Pay includes the profits/losses that result from the actuarial assessments performed in application of IAS 19 to the Severance Pay and pensions accrued as at 12/31/2017. The negative reserve for own shares in portfolio refers to EUR 30,101,844 corresponding to 455,665 shares acquired upon appropriate authorization by the Ordinary Meeting of the Shareholders. During the fiscal year, the Company purchased 18,000 shares from shareholder CIDIU S.p.A., in execution of the Resolution of the Meeting of Shareholders of 04/14/2016; 26,000 shares from FCT Holding S.p.A. and 26,000 shares from Patrimonio Città di Settimo S.r.l. in execution of the resolution of the Meeting of Shareholders of 06/28/2017. The available reserves in the Financial Statement 2017 amount to EUR 2,894,407 which, net of the residual purchase operation of 18,000 shares for a value of EUR 1,395,360 decided by the Meeting of Shareholders of 06/28/2017, have decreased to a value of EUR 1,499,047. Profits carried forward were increased in the fiscal year by EUR 21,130, as per resolution of the Meeting of Shareholders of 06/28/2017 by effect of destination of the result to the fiscal year 2016.
PROFIT FOR THE YEAR € 60,427,907
12/31/2017 12/31/2016
Profit for the year € 60,427,907 61,548,845
This item refers to the balance of the Income Statement as the difference between total revenues and costs and it was fully subjected to ordinary taxation and deferred taxation for the purposes of IRES and IRAP.
LIABILITIES € 640,366,109
15. Non‐current and current financial liabilities € 382,527,773
The payables to financial institutions as at 12/31/2017 for medium‐long term loans are itemized in the table below:
12/31/2017 12/31/2016
Non‐current financial liabilities
Bonds 133,828,837 0
Payable loans 197,615,991 246,448,813
Total 331,444,828 246,448,813
Current financial liabilities
Payable loans short‐term quota 48,887,370 48,833,227
Due to banks and accrued financial charges 2,195,575 653,487
Total 51,082,945 49,486,714
Total financial liabilities 382,527,773 295,935,527
Total financial liabilities are made up of:
the entry “Due to banks and financial charges” amounting to EUR 2,195,575 which includes other short term operations for EUR 100,005 and accrued financial charges amounting to EUR 2,095,570, which mainly include interest on the debenture loan in the accrued amount;
the entry “Other loans” whose total value amounted to EUR 380,332,198, net of the residual amortized cost of EUR 1,171,163 for the debenture loan and EUR 145,337 for payable loans.
The change in the entry is mainly due ‐ in its non‐current part ‐ to the issue on April 13th 2017 of an ordinary nonconvertible debenture loan of EUR 135,000,000. In the current part the change refers to the increase in the amount due in the short term for payable loans.
97
Movement during the fiscal year is the following: Loans
- Balance as at 12/31/2016 € 295,282,040
- Bond issues € 135,000,000
- Amortized cost € (1,171,163)
- Total Bonds € 133,828,837
- Repayment of payable loan instalments in the fiscal year € (48,833,227)
- Amortized cost reduction € 54,548
- New payable loans € 0
- Total payable loans € 246,503,361
Balance as at 12/31/2017 € 380,332,198
Payables for medium long‐term loans, gross of the amortized cost, is itemized in the table below: Loans Due as at 12/31/2017 Bonds € 135,000,000
Payable loans Banco BPM (formerly Italease) € 5,282,702 Intesa Sanpaolo € 9,031,250
European Investment Bank € 65,000,000 European Investment Bank € 54,325,000 Cassa Depositi and Prestiti € 27,500,000 European Investment Bank € 84,615,384 Banco BPM (formerly Italease) € 894,362
Total payable loans 246,648,698
Total € 381,648,698
The following table shows the payables broken down by type as at December 31st 2017, and indicates the amount due within the fiscal year, between the 2nd and the 5th year and after the 5th year.
Type Residual amount
Due within fiscal year
Due between 2ndand5th
year
Due after 5th year
Bonds 135,000,000 135,000,000
Payable loans 246,648,698 48,887,370 187,569,020 10,192,308
Due to banks and accrued financial charges 2,195,575 2,195,575
Total 383,844,273 51,082,945 187,569,020 145,192,308
Below are the main contractual conditions.
Loans Value line of credit
Duration in years
Due date Instalment Rate
Ordinary nonconvertible bonds 135,000,000 7 04/13/2024 annual fixed
Banco BPM (formerly Italease) 12,546,059 7 12/31/2020 six‐monthly variable (Euribor 6m + spread)
Banco BPM (formerly Italease) 50,000,000 15 06/30/2021 six‐monthly at constant capital variable (Euribor 6m + spread)
Intesa Sanpaolo 130,000,000 15 12/19/2022 six‐monthly at constant capital variable (Euribor 6m + spread)
European Investment Bank 80,000,000 14 12/30/2022 six‐monthly at constant capital variable (Euribor 6m + spread)
European Investment Bank 50,000,000 15 06/30/2023 six‐monthly at constant capital variable (Euribor 6m + spread)
Deposit and Loans Fund 100,000,000 9 30/06/2023 six‐monthly at constant capital fixed
European Investment Bank 20,343,275 other 2019‐2022 six‐monthly at constant capital / six‐monthly
fixed/variable (Euribor 6m + spread)
98
The ordinary nonconvertible debenture loan was issued on April 13th 2017. The bonds are assisted by ratings issued by Standard & Poor’s, which on 11/2/2017 was lowered from “BBB” to “BBB‐“(for further details see the Directors’ Report), have a duration of seven years with a coupon of 1.95% and they are quoted on the regulated Dublin Stock Market (ISE – Irish Stock Exchange). The activation of the loan from financial institutions to finance the investments in the expansion and upgrade of the networks and plants for water production, distribution, collection and treatment, according to the investment plan of ATO3, do not require any guarantee from the shareholders and templates for the entire duration the maintenance of the following financial parameter calculated according to the data of the consolidated financial statement closed as at 12/31 of the previous year and according to the definition in the contractual stipulations:
Net financial position/MOL (EBIT+Depreciation): less than or equal to 5. The loan from Banco BPM (formerly Italease) was contracted by assumption in 2013. The loan from Intesa Sanpaolo (formerly B.I.I.S.) is an unsecured loan. Contracted in the form of a guaranteed line of credit at the European Investment Bank for the provision of resources required by the investment plan introduced into the Ambito Plan, are assisted by a suitable guarantee issued national credit institutions, third parties with respect to the EIB and from the transfer of receivables that can be claimed at the Ente d’Ambito and third parties with respect to the execution of the credit line agreement for management of the Integrated Water Service in Ambito 3 Torinese. These credit lines were completely used up to advance the works for which they had been stipulated and by means of minimum demand portions. More specifically:
- The financing of EUR 130 million, contracted for carrying out the works envisaged in the investment plan for small and medium‐sized infrastructure, the spread was agreed to on the occasion of every demand and the guarantee issued is remunerated by a commission calculated on the guaranteed amount;
- The financing of EUR 80 million, contracted for carrying out the works envisaged by the investment plan for large infrastructure, the spread was agreed to on the occasion of every demand and the guarantee contract required the obligation of maintaining, for the entire duration of the credit line, the parameters calculated according to the data of the Company’s financial statement closed as at 12/31 of the previous year and according to the definitions in the contractual stipulations:
Net financial position/MOL (EBIT+Depreciation): less than or equal to 5.
Net financial position /Net Equity: less than or equal to 1 The commissions paid any money for the guarantee vary within a predefined range of less than 100 bps in relation to the positioning of the aforementioned ratio between the Net Financial Position/ MOL (EBIT+Depreciation).
- The financing of EUR 100 million, contracted for carrying out the works envisaged by the investment plan for small and medium sized infrastructure, the parameters calculated according to the data of the Company’s financial statement closed as at 12/31 of the previous year and according to the definitions in the contractual stipulations:
Net financial position /MOL (EBIT+ depreciation): less than or equal to 5;
Net financial position /Net Equity: less than or equal to 1;
MOL (EBIT+Depreciation)/ Net Financial charges (excluding the value adjustments financial activities) greater than 5
As well as maintaining the ratio of residual value/ gross financial payables greater than or equal to 1.30 where the residual value is calculated on the basis of the net accounting value of fixed assets excluding goodwill. The ratio MOL/ Net Financial charges is negative because under Financial Proceeds and Charges there is a negative arithmetical sign since the proceeds are greater than the costs and therefore the covenant is respected. The guarantee issued is remunerated by a commission calculated on the guaranteed amount.
99
The financing contracted at Cassa Depositi and Prestiti S.p.A. for the supply of EUR 50 million, to supplement the aforementioned EIB loan entirely covered the needs associated with the large infrastructure, is assisted by the transfer of receivables that can be claimed at the Ente d’Ambito and the third parties in relation to the execution of the credit line agreement for the management of the integrated water service in Ambito 3 Torinese. This credit line envisages the obligation to maintain for the entire duration the following financial parameters calculated according to the data of the Company’s financial statements closed as at 12/31 of the previous fiscal year and according to the definitions in the contractual stipulations:
Net financial position /MOL (EBIT+Depreciation): less than or equal to 5.
Net financial position /Net Equity: less than or equal to 1; Basis of non‐compliance with even only one of the aforementioned financial parameters the institutions granting the credit line have the right to terminate the agreement early. We would like to point out that as at 12/31/2017the aforementioned financial parameters are respected. Among Other loans are the loans received as a contribution stipulated mainly with Cassa Depositi Prestiti.
16. Provisions for employee benefits € 17,292,133
The Severance fund as at 12/31/2017 reflects the indemnities accrued by employees as at 12/31/2006, that will be depleted with the payments that will occur upon termination of the work relationship or possible advance payments according to the law. The movement of the fund (not affected by the amounts accrued in the fiscal year in favor of workers retiring in the course of the year) was the following: Severance fund
- Balance as at 12/31/2016 € 16,580,480
- Utilizations, adjustments, indemnities and advances paid in the fiscal year € (871,507)
- Service and Interest cost deriving from IAS 19 € 211,852
- Actuarial profits/losses € 30,384
Balance as at 12/31/2017 € 15,951,209
As regards the other benefits, these refer to the estimated quantification of the seniority bonuses potentially payable to employees who accrue the relative requisites contemplated by the Company regulations, as shown below: Pension fund
- Balance as at 12/31/2016 € 1,344,259
- Utilizations, adjustments, indemnity and advances paid in the fiscal year € (87,384)
- Service cost and Interest cost deriving from IAS 19 € 77,180
- Actuarial Profits/losses € 6,869
Balance as at 12/31/2017 € 1,340,924
The tables below show the economic‐financial hypotheses and demographics adopted for actuarial valuation of the liabilities being examined. Economic financial hypotheses
- Annual actualization rate 1.30%
- Annual inflation rate 1.50%
- Annual severance package increase rate 2.625%
Demographic assumptions
- Mortality Tables RG 48
- Disability NPS tables by age and gender
- Retirement age attainment of requisites
- %frequency of advance payments 1.50%
- Turn‐over 0.50%
100
17. Provisions for risks € 26,586,617
These provisions are made up of: A) Allocations for litigations and charges € 17,930,891 Allocations for litigations and charges reflect the prudential valuation on the basis of the valuation elements available, of potential liabilities existing due to the courts litigations and out of court arbitrations currently in progress as well as other charges of various types having a certain or probable future manifestation. The movement of these allocations was the following: - Balance as at 12/31/2016 € 15,833,787
- Allocation in the fiscal year € 3,107,017
- Utilization in the fiscal year € (286,520)
- Estimate adjustments € (723,393) Balance as at 12/31/2017 € 17,930,891
The balance of the allocations for litigations and charges as at 12/31/2017is considered consistent for covering the following estimated potential liabilities. B) Allocation for cyclical maintenance charges € 959,844 Allocation for cyclical maintenance charges reflects the evaluation of the charge technically accrued but not yet liquidated as that the date of the financial statement against ordinary maintenance programs with multiannual repeatability, without a certain due date. The allocation in 2017did not undergo changes with respect to the previous fiscal year because he was considerate consistent congruous: - Balance as at 12/31/2016 € 959,844
- Allocation in the fiscal year € 0
- Utilization in the fiscal year € 0 Balance as at 12/31/2017 € 959,844
C) Allocations Regione Piemonte Law No. 61 of 12/29/2000 € 451,362 These reflect the destination of administrative sanctions applied according to art. 54 Legislative Decree 152/99 to enter under financing of the realization of works to prevent and reduce the pollution of bodies of water. The movement, attributed to the Income Statement, in the fiscal year was the following: - Balance as at 12/31/2016 € 451,362
- Allocation in the fiscal year € 0 Balance as at 12/31/2017 € 451,362
D) Allocation for Ambito management charges € 6,594,520 The amount reflects the improved estimation of the charges and potential risks related to the Ambito management activities. - Balance as at 12/31/2016 € 6,985,718
- Allocation in the fiscal year € 0
- Utilization in the fiscal year € (391,198)
- Estimate adjustment in the fiscal year € 0 Balance as at 12/31/2017 € 6,594,520
E) Allocation charges other enterprises € 650,000 The allocation reflex the potential charges resulting from The Commitments of shareholders for patronage on the Dexia‐BIIS loan of APS S.p.A. in bankruptcy since 2013. The allocation has undergone movements in the course of the current fiscal year. - Balance as at 12/31/2016 € 650,000
- Allocation in the fiscal year € 0
- Estimate adjustment in the fiscal year € 0 Balance as at 12/31/2017 € 650,000
101
18. Deferred tax liabilities € 341,798
This entry includes the deferred charges for income tax (IRES and IRAP), according to the rates in effect on revenues having deferred taxation and on costs with advanced deduction. The entry (€ 545,538 are the previous fiscal year)shows a decrease due to the combined effect of the taxation of fiscally significant revenues in future fiscal years taxation of revenues attributed in previous fiscal years and text in the fiscal year in progress. These effects are itemized in the table below:
Description Balan
ce
as at
12/31/2016
Costs
tran
sferred to
2017
% IR
ES/IRAP
Payab
le
IRES/IRAP
Tran
sfers as at
12/31/2017
Increm
ental
Costs
in 2017
% IR
ES/IRAP
New
payab
le
IRES/IRAP as
at 12/31/2017
Balan
ce as at
12/31/2017
Advanced Depreciation 155,990 (99) 24.00% (24) 155,966
Receivable interest on arrears 341,577 (973,592) 24.00% (233,662) 179,324 24.00% 43,038 150,953
amortized cost FTA financial liabilities
47,971 (54,549) 24.00% (13,092) 34,879
TOTAL 545,538 (1,028,240) (246,778) 179,324 43,038 341,798
CHANGE IN PAYABLE DEFERRED TAXES (203,740)
19. Other noncurrent liabilities € 52,303,449
This entry is made up as follows: 12/31/2017 12/31/2016
Acquapoint caution money € 431,600 377,226
Contributions to be paid € 92,747 92,747
Multiannual deferred income € 51,779,102 52,193,030
Total € 52,303,449 52,663,003
In application of the IAS 16, the item “multiannual deferred income” includes the amount of contributions into the plants account cashed and attributed to the fiscal years of accrual in relation to the depreciation of the sources of income to which they refer. The entry “multiannual deferred income” also includes the amount “restricted revenues“to be destined to cover investments (FoNI) of EUR 11,895,728 (art. 42annex “A” deliberation AEEG no. 585/2012).
20. Trade and other payables € 84,409,472
ADVANCES € 195,253
The entry (EUR 173,507in the previous fiscal year) includes the advanced amount from users for works yet to be completed as at the date of the financial statements.
DUE TO SUPPLIERS € 57,447,904
Due to suppliers includes: 12/31/2017 12/31/2016
Italian Suppliers € 24,492,883 22,207,543
Foreign Suppliers € 170,886 13,872
Invoices to be received € 32,784,135 35,998,165
Total € 57,447,904 58,219,580
All receivables from suppliers fall within the end of one year and in no case are they assisted by a guarantee, exceeding the with holding amount of 0.5% on work.
DUE TO SUBSIDIARIES € 5,548,259
12/31/2017 12/31/2016
Due to subsidiaries € 5,548,259 5,186,896
The itemized entry in the dedicated section of the directors report includes the payables to the subsidiaries Risorse Idriche S.p.A. and AIDA Ambiente S.r.l. and in particular includes the payables for invoices and N.C. to be received in the amount of EUR 4,895,432 (EUR 4,556,584 in the previous fiscal year).
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DUE TO ASSOCIATES € 49,546
12/31/2017 12/31/2016
Due to associates € 49,546 624,638
The entry is itemized in the dedicated section of the directors’ report and includes the payables to the SAP group derived from the residual trade transactions executed at normal market conditions.
DUE TO HOLDING COMPANIES € 1,590,207
12/31/2017 12/31/2016
Due to holding companies € 1,590,207 1,845,874
This item refers to the section dedicated to it in the Directors’ Report and includes trade payables to the City of Turin, none of which are assisted by real guarantee on corporate assets,
DUE TO OTHER € 19,578,303
12/31/2017 12/31/2016
Due to other € 19,578,303 19,071,216
This item refers mainly trade payables from the Soggetti Operativi di Gestione for invoices to be received arriving from the contractual obligations undertaken with the same.
21. Current tax liabilities € 7,948,737
These liabilities consist mainly of VAT owed in the fourth quarter of 2017 after the advance paid (EUR 6,275,331).The amount do in application of the VAT regime of split payment extended to subsidiaries by the public authorities on 07/01/2017, has been paid regularly on the due date required by current. Fiscal liabilities also includes current payables for with holding tax held from employees and third parties and the amount of approximately EUR 1.7 million regularly paid on the due date are also entered under current tax liabilities.
22. Other current liabilities € 68,956,130
Other current liabilities include:
12/31/2017 12/31/2016
Due to Social Security € 3,940,249 4,012,749
Accrued charges € 10,501 10,501
Deferred income € 126,772 255,356
Due from other: € 64,878,608 62,352,869 Local Authorities Fees € 6,327,277 6,401,303
Contributions to Mountain Unions € 39,768,367 30,129,710
Due to SOG and Municipalities for accessory services € 915,325 758,345
Other payables to Entities and Municipalities fo debit for amounts of sewerage and wastewater systems €
2,697,301 3,509,599
Accrued payables to employees € 6,102,705 5,790,084
Other payables € 8,920,251 15,615,042
Dividends to distribute € 147,382 148,786
Total € 68,956,130 66,631,475
The payables to social security and social protection fully expire within one year and in no case they are assisted by a guarantee or burdened by interests. At the time of drawing up these financial statements, these payables had been paid according to their due date. The debt concerning the Local Authority Fees and the Levies to the Unioni Montane (Mountain Authorities), which have been increased by approx. EUR 9.6 million include the relative assessments and represent the best estimation of the balance that will have to be paid after the order is made to pay the awarding Municipalities and the Mountain Unions deriving from the determinations made by the Ente d’Ambito and on the basis of the amounts of the same communicated, adjustments excluded.
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With specific reference to the contributions to Unioni Montane, these are paid on the basis of the communication sent by Ente d’Ambito. In particular, the Local Authority Fees mainly refer to the amount due for 2017 as stipulated by the Ente d’Ambito no. 3 Torinese only in the course of the first few months of the fiscal year 2018 and to amounts relative to past periods for part of which compensation was requested with corresponding credits. Due to SOG and Municipalities for accessory services represent the best estimate of the fees due, on the basis of the volumetries that will be determined by the invoicing processes and the jobs awarded to the Operative Management Subjects appointed with specific service agreements for the operative activity of the pertinent territory. Other Payables to Entities and Municipalities include the payables to Entities for rentals and contributions, debts for the sewer and water treatment fees to transfer to the Providers for periods preceding the direct assumption of the corresponding services resulting from the collection times of the fees themselves by the users affected, as established by the laws in force and by specific agreements.
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Notes and comments to the entries of the Income Statement
Revenues
23. Revenues € 330,151,739
Revenues are composed thusly: 2017 2016
Aqueduct service € 140,582,145 144,056,576
Sewer service € 46,380,513 46,911,989
Water Treatment service € 129,889,958 130,281,947
Hydrants € 4,311,629 4,425,708
Other revenues € 8,987,494 9,905,637
Total € 330,151,739 335,581,857
Revenues have decreased by approximately EUR 5.4 million with respect to the previous fiscal year in particular for a reduction in the value of average volumetries. The revenues from the aqueduct, sewer and water treatment services are net of the rate reduction for family units, as assessed by the accrual method, with a value of the ISEE parameter lower than or equal to EUR 12,000 for a total of EUR 931,457 well as the 50% rate reduction for public municipal and provincial users for a total of EUR 5,403,877. All revenues inherent in the institutional activity were obtained in the reference territorial area ATO 3 Torinese, as defined by the Regione Piemonte Law no. 13 of 01/20/1997 and include the best estimate of revenues accrued in the fiscal year aqueduct, sewer, water treatment services and hydrants distributed in the 293 Municipalities acquired by effect of the reunification process. “Other revenues” refer mainly to accessory revenues from users, industrial aqueduct and rainwater, those obtained by works carried out on behalf of users and third parties in particular for changes to the other networks and sewer network, revenues treatments, acquapoints, the sale of energy and services for non‐core activities provided on the free market. The decrease with respect to the previous fiscal year derives from the joint effect of the expected decrease in accessory revenues from users deriving from demands and closings, of analyses and services and other revenues for lower fees from investors following the reunification process, mitigated by greater revenues for jobs on behalf of third parties.
24. Revenues for planning and construction activities € 62,140,413
2017 2016
Revenues or planning and construction € 62,140,413 63,730,338
This entry refers to the “planning and construction “of assets under concession, that, as envisaged by IFRIC 12,is entered under revenues; the corresponding past, net of costs capitalized for internal increases, are recorded under the entry “Costs for planning and construction”,
25. Other revenues € 14,043,602
Other operating revenues are made up as follows: 2017 2016
Grants for current expenses (A) € 3,431,667 2,873,840
Other
Grants for plants € 2,990,323 2,799,108
Other revenues € 1,657,226 2,037,092
Contingent assets and non‐existent liabilities € 5,240,993 4,794,225
Adjustment to provisions for liabilities and other charges € 723,393 (404,513)
(B) € 10,611,935 9,225,912
Total other revenues (A+B) € 14,043,602 12,099,752
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“Grants for current expenses” includes the incentive for the production of energy from solar plants, the incentivizing rate from the green certificates, the contributions for water points and those referring to Project shareholdings. The increase with respect to the previous fiscal year referred mainly to the amount relative to the incentivizing rate on the green certificates. “Other” includes the economic accrual amount of contributions into the plants accounts, already commented on under the entry “ multiannual deferred income” have these notes to the accounts, in addition to the other revenues ( among which receivable lease payments, reimbursements for stamps and other reimbursements),contingent assets and non‐existent liabilities for the Adjustment of the estimate in addition to the adjustments made to the provision of liabilities, as already commented in the dedicated section of Liabilities in these notes to the accounts. The total increase of this entry with respect to the previous fiscal year derives from the significant settlement of litigation in court and arbitration out of court that led to the Adjustment of the provisions for liabilities.
Operating costs
26. Consumption of raw materials and consumables € 11,246,678
This entry includes: 2017 2016
Materials for maintenance after change in stock € 5,123,946 4,618,288
Chemicals € 4,426,081 4,404,180
Other materials € 1,830,798 2,135,503
Increases for in‐house jobs € (134,147) (174,654)
Total € 11,246,678 10,983,317
This entry registers a slight increase from the previous year arriving from the combined effect of increasing costs for materials for maintenance and the reduction in the entry “Other materials” used for jobs on behalf of third parties.
27. Costs for leased assets and services € 109,139,497
This entry includes: 2017 2016
- Electricity (A) € 29,330,332 32,495,033
- Maintenance, industrial jobs & services (B) € 55,455,408 53,916,228
- General services:
Services € 9,632,266 9,600,096
Allocation to provisions for liabilities and other charges € 1,496,926 3,066,930
(C) € 11,129,192 12,667,026
- Rentals to local authorities (D) € 8,678,166 8,901,289
- Rentals and payable conventions, leases and hires (E) € 4,546,399 4,596,680
Total costs for leased assets and services (A+B+C+D+E) € 109,139,497 112,576,256 The reduction in costs for electricity derives from the lower uptake from the outside network against an increase in self production. As regards the consumption of electricity, it is highlighted that the energy recovery technologies operating at the water treatment plant shave allowed an overall of 17.28% savings on consumption.
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The energy balance is demonstrated as follows: 2017 2016
MWh % MWh %
- Heat
Self produced by gas‐powered motors 22,305 52.45 16,950 40.56
Self produced by boilers 390 0.92 1,250 2.99
Produced by methane 19,832 46.63 23,595 56.45
Total 42,527 100.00 41,795 100.00 - Electricity
Self produced by gas‐powered motors 25,312 10.43 17,449 7.29
Self produced by solar power plants 1,278 0.53 1,289 0.54
Moodle Uptake from external suppliers 216,076 89.04 220,503 92.17
Total 242,666 100.00 239,241 100.00
Total consumption 285,193 100.00 281,036 100.00
Total recovery 49,285 17.28 36,938 13.14
- Electricity self produced and sold (Balme hydroelectric plant)
6,463 6,801
Total self production 55,748 43,739
Total self produced electricity 33,053 25,539
- Self produced electricity with respect to total electricity consumption
13.62 10.68
28. Payroll costs € 60,025,167
The Composition of payroll costs is the following: 2017 2016
Wages and salaries € 41,605,066 41,235,883
Social charges € 13,851,240 13,895,774
Severance pay € 2,693,499 2,681,009
Pension and similar funds € 60,143 57,916
Other costs € 1,815,219 1,329,015
Increases for in house jobs € 0 (216,339) Total € 60,025,167 58,983,258
The movement of the staff during the fiscal year was the following:
Top
managers middle
managers Office workers
Laborers Apprentices Total
Staff as at 12/31/2016 9 31 601 343 1 985
Staff as at 12/31/2017 9 30 591 327 32 989
Change 0 (1) (10) (16) 31 4
Relative to the accounting period, the average staff was composed as follows:
- Top managers 9
- Middle managers 30
- Office workers 599
- Laborers 333
- Apprentices 17
The cost increase, by approximately EUR 1 million, is attributable mainly to the combined effect of charges arising from the statements approved by the National Collective Labor Agreement for the category applied to the Company, of the greater weight of the payroll cost acquired in the course of 2016 after the aggregation process and the greater cost of outsourcing staff, all of which was mitigated by the effect of turnover in relation to
terminations and new hires of apprentices as foreseen in the Industrial Plan.
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Total
Staff as at 12/31/2016 985
Terminations (31)
Hires 35
Staff as at 12/31/2017 989
The outsourced work contracts, 14 units as at 12/31/2016, increased to16 units as at 12/31/2017and there costs add up total weight on the fiscal year of EUR 460,298. The transfer contracts, amounting to 4 as at 12/31/2016, increased to 5 units, (of which four units from the subsidiary Risorse Idriche S.p.A.) and there costs weighed in the amount of EUR 244,861. “Other costs” includes allocations other charges in the amount of EUR 205,122, relative to contributions into INPS‐formerly INPDAP.
29. Other operating expenses € 21,611,249
This entry includes: 2017 2016
Other tax burdens € 1,139,303 1,307,592
Ambito burdens € 16,836,660 15,942,355
Other burdens € 2,230,317 2,796,189
Allocation to the provisions for liabilities and other charges
€ 1,404,969 1,004,097
Total € 21,611,249 21,050,233
The entry “Other tax burdens” mainly refers to charges for the stamp tax, IMU, taxes on government concessions and other local taxes. This entry dropped slightly after the decrease in the local IMU tax. The entry “Ambito burdens” includes the best estimate of the contributions to the Mountains Unions and the other burdens for operation of the Ente d’Ambito and the contribution to the ARERA, as a function of the deliberations and communications received. “Other burdens” mainly refers to burdens for Association dues, payment for damages and indemnity, contingent liabilities and the non existence of assets including the economic accounting of the burdens arising from costs or the Adjustment of revenues is accrual is attributable to previous fiscal years but not yet considered in the past because of an objective on availability of certain estimation elements that could be objectively determined. As indicated above, the entry also includes “Allocations, provisions for liabilities and other charges” to cover liabilities for taxation, administration and other, that are certain or probable but whose exact amount or date of occurrence at the moment is not yet determinable.
30. Costs for planning and construction activities € 58,716,004
2017 2016
Costs for planning and construction € 58,716,004 60,844,225
This entry refers to “Costs for planning and construction” of assets under concession, net of capitalized costs or in‐house increases that, as contemplated by IFRIC 12, is entered under costs, corresponding revenues are entered under “Revenues for planning and construction”.
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31. Amortization, depreciation and write‐downs € 58,421,566
The composition of this entry is as follows; 2017 2016
Depreciation of tangible fixed assets € 16,142,182 15,763,326
Amortization of other intangible fixed assets € 1,338,050 956,457
Depreciation of assets under concession € 36,287,725 34,056,609
Write‐down of receivables € 4,653,609 5,762,693 Total € 58,421,566 56,539,085
Taking into account the explanations for the evaluation criteria and the systematicity criterion, for calculating the depreciation in the fiscal year, the following ordinary rates were used:
Intangible fixed assets: Assets under concession ( improvement of leased assets and reversible
assets) As a function of estimated economic‐technical profit life of different types of reference assets
Assets under concession (right of use) As a function of the durations of the service convention ATO 3 and SMAT S.p.A. (2033)
Software use licenses 33.33%
Patents 50.00%
Expansion and development costs 20.00%
trademarks 10 years
Surface rights As a function of the estimated prophet life
equivalent to the directions of the Company from the articles of association
Tangible fixed assets: Buildings and fences 3.50%
Solar power plants 9.00%
Light construction 10.00%
Specific plants and filtering plants 8.00%
Metering apparatus 10.00%
Laboratory equipment and other 10.00%
Furniture and furnishings 12.00%
Office equipment 12.00%
Electronic machinery 20.00%
Hardware 20.00%
Automobiles 25.00%
Motor vehicles or transportation and other vehicles 20.00%
Carbon assets 20.00%
Polarite 11.00%
Tanks 4.00%
Fixed waterworks 2.50%
Main sewers 5.00%
Water treatment plants 15.00%
Machinery 12.00%
The 2017 increases in tangible fixed assets were applied rates at 50% those indicated above representing with the best estimate the average rates as a function of the months of utilization. The entry includes, moreover, the allocations deriving from the prudential valuations of trade receivables. These allocations amount to approximately EUR 4.7 million, because of the age of the receivables from uses as already mentioned in the entry of Assets of the present notes to the accounts. The allocations to the provisions for liabilities and other overhead costs are recorded according to “type”.
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Financial proceeds and charges
32. Financial income € 5,616,482
The entry includes: 2017 2016
Proceeds from related parties € 180,167 249,631
Interests receivable and other financial proceeds € 5,436,315 6,439,567
Total € 5,616,482 6,689,198
“Proceeds from related parties” consist of the dividends paid to the parent company SMAT S.p.A.by the subsidiary AIDA Ambiente S.r.l., from interests for cash pooling with the subsidiary Risorse Idriche. The reduction derives from the reimbursement of a loan granted to the associate SAP S.p.A., raised on 01/02/2017. “Interests receivable and other financial proceeds” include interest receivable on current accounts in banks and post offices, interest on arrears and other financial proceeds. The reduction can be traced to the effect of the change in the arrears indemnity calculation criterion adopted in the company regulation in effect since July 1st 2017.
33. Financial expense € 6,822,649
The entry includes: 2017 2016
Interests payable and commissions on loans € 4,666,187 2,427,890
Other interests payable and charges € 356,462 535,429
Write‐down of shareholdings € 1,800,000 3,600,000
Total € 6,822,649 6,563,319
Interest payable and commissions on loans include charges on loans received in conferment and subsequently acquired, as well as the amount accrued of the interests on the debenture loan. The entry also includes the Adjustment of the charges as a function of the amortized cost method. Other payable interest and charges on the other hand include the Prudential counting of arrears interest on overdue debts (according to current law) and financial charges arising from the actuarial valuation of the severance Bond and other benefits to employees according to IAS 19. Write‐down of shareholdings refers to the write‐down of the shareholding in the associate SAP S.p.A., inconsideration of the results of the SAP group. The directors decided to P value as the result of a back durable loss in value the aforesaid shareholding in the amount of EUR 1.8 million in order to align its value to the pro‐quota of the consolidated Net Equity of the SAP S.p.A. Group
34. Income Taxes € 25,541,519
The entry includes:
2017 2016
- IRAP € 3,955,638 4,087,252
- IRES € 21,434,152 24,472,622
- Taxes relative to previous fiscal years € 836,760 (773,854)
- Change in deferred payable taxes € (203,740) (527,150)
- Change in receivable deferred taxes € (481,291) 1,753,737
Total € 25,541,519 29,012,607
Within the framework of the current taxation system, IRES has decreased as the result of the taxation rate deriving from 27.5% to 24%. The taxable base, though in the presence of a result before taxes lower than that manifesting as at as at 12/31/2016, it is actually more or less constant in the presence of fewer fiscal changes decreasing and the facility Aiuto alla Crescita Economica significantly re‐dimensioned (notional yield on Own Capital Increases reduced by 4.75% to 1.6%). Moreover, IRAP is not affected by the lower before taxes result because there are fewer tax deductions made than in the previous fiscal year (fewer utilizations and releases of provisions for liabilities and charges).
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The taxes regarding the previous fiscal year refer mainly the completion of the IRES quantification, as estimated as at 12/31/2016 (mainly pertaining to the revision of the fiscal treatment of the write‐down of the SAP shareholding) and the higher taxes ascertained for the tax period 2013 after the appraisal of the Income Revenue Agency (the details of which can be found in the Directors’ Report). The reconciliation between the ordinary rate and the actual rate is shown in the following schedule:
2017 2016
‐ Result before taxes € 85,969,426 90,561,452
‐ Applicable theoretical rate % 24 27.5
‐ Theoretical IRES € 20,632,662 24,904,399
Effects of the changes in increase (decrease) with respect to the theoretical rate: - IRES on nondeductible costs € 2,683,648 4,115,982
‐ IRES on other permanent differences € (1,882,158) (4,547,759)
‐ Total effect of changes (increase/decrease) in revenue € 801,490 (431,777)
‐ Current IRES (theoretical IRES + IRES on revenue changes) € 21,434,153 24,472,622
‐ Deferred IRES € (634,000) 1,182,838
‐ Current + deferred IRES (total actual) € 20,800,153 25,655,460 Actual rate % 24.19 28.33
In consideration of the special nature of the correlated taxable basis, no consideration was given to IRAP as for the purposes of the previous table, which refers only to IRES.
Other information
We report herein under the information regarding the commitments taken by the Company (I) upon determination of the "Fair Value" (II) to the management of the financial risks (III) to the Remuneration to Directors and Auditors (IV) to the amounts acknowledged to the Auditing Company (V) to the related parties (VI) and to the significant events occurred after December 31st 2017 (VII).
I. Commitments undertaken by the Company
The Company has issued, on equal terms with IRETI, a Letter of Intent for the financial support of Acque Potabili S.p.A. in the amount of EUR 2.5 million with validity until December 31st 2019.
II. Determination of the “fair value”: supplementary information
As related to the fair value assessment of the financial tools in compliance with IFRS7 requirements, we wish to highlight the following: Assets
- Non‐current Financial assets ‐receivables: Figure entered in the financial statement is the fair value of the same
- Cash and cash equivalents: Figure entered in the financial statement is the fair value of the same
- Shareholdings available for sale: Figure entered in the financial statement is the fair value of the same
Liabilities
- Loans at variable rates: Figure entered in the financial statement is the fair value of the same
- Trade payables: Figure entered in the financial statement is the fair value of the same
III. Financial risk management
In compliance with the aforementioned IFRS 7, we wish to point out that SMAT S.p.A. ‐ in the ordinary development of its own operating activities ‐ is potentially exposed to the financial risks already commented upon in the Directors’ Report.
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IV. Directors’ and Auditors’ Fees
Below is the itemization of the fees to the Directors and Auditors of SMAT Torino S.p.A.: for the fiscal years closed as at December 31st 2017 and 2016. 2017 2016
Directors € 218,255 213,045
Auditors € 72,800 111,035
The fees for the amounts deliberated by the Meeting of Shareholders in addition to the obligatory contribution.
V. Fees to the Auditing Firm
The fees owed to the Auditing Firm Deloitte & Touche S.p.A. for its services of accounting audit of the financial statement and consolidated financial statement as at December 31st 2017 amounts to EUR 41,000 and EUR 75,100 for various complementary services, mainly regarding the activities performed involving the offer of bonds on the market.
VI. Relationships with “related parties”
The operations developed with the related parties have been performed at standard market conditions and are based on rules that ensure their transparency and well as their substantial procedural fairness. Below is the itemization of the equity and economic balances inherent to operations with related parties for fiscal year ending as at December 31st 2017.
Fiscal year 2017
Total revenues
Total operating costs
Financial proceeds
Trade Receivables and other current assets
Trade payables and
other current liabilities
Current financial assets
CITY OF TURIN 3,948,904 1,828,468 7 4,310,199 1,590,207 ‐
RISORSE IDRICHE 181,446 2,430,288 1,667 1,663,232 4,809,663 1,308,557
AIDA AMBIENTE 90,444 1,271,416 178,500 53,756 738,596 178,500
SAP SPA FORMERLY SVILUPPO IDRICO 80,816 48,297 ‐ 79,656 15,591 ‐
ACQUEDOTTO MONFERRATO 5,002 ‐ ‐ 173,894 33,955 ‐
Total related parties 4,306,612 5,578,469 180,174 6,280,738 7,188,012 1,487,057
Total book items 406,335,754 260,738,595 5,616,482 276,202,176 153,365,602 1,487,057
% impact on total book items 1.06% 2.14% 3.21% 2.27% 4.69% 100.00%
VII. Significant events occurring after December 31st 2017
The significant events occurring after 12/31/2017, are presented in detail in the dedicated section of the Directors’ Report.
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Proposals regarding the deliberations on SMAT S.p.A. fiscal year financial statement as at December 31st 2017
Dear Shareholders,
Having ascertained that there are no amounts still to be depreciated as related to the costs for installations, revamping, research and development or advertising, and that the regulations of art. 2426 of the Italian Civil code, paragraph 5, as related to what is shown above, we propose you to approve the Financial Statements of SMAT S.p.A. for fiscal year 2016, which closed with a net profit of EUR 60,427,906.63 as a whole and in the different items.
Since the Meeting of Shareholders of May 6th 2014 had acknowledged Agreement pursuant to art. 30 TUEL approved by the majority of the Shareholders both in numerical and share terms, and that art. 2 of the same agreement involves the following allocation of the profit obtained:
5% to the Legal reserve and
of the remaining 95%
80% to the Reserve bound to the implementation of the Economic and Financial Plan; 20% to dividends to the Shareholders to promote environmental protection measures.
The Board of Directors proposes that the Meeting of Shareholders distribute the net opreating income as follows: 5% to the Legal reserve amounting to EUR 3,021,395.33; 80% to the Reserve bound to the implementation of the Economic and Financial Plan amounting to EUR
45,925,209.04; 20% as dividend to the Shareholders for an total amount of EUR 11,481,302.26, corresponding to a unit
dividend rounded off to EUR 2.34 for each of the 4,897,298 shares which correspond to a unit dividend rounded off to EUR 2.35 for each of the 4,967,298 ordinary shares that have right to it, excluded the own shares held by SMAT S.p.A., and ‐ therefore ‐ an total rounded up dividend of EUR 11,459,677.32. Consequently, the amount of the net residual profit to be brought forward results to be EUR 21,624.94.
Without prejudice to what has been described above and taking into account the legal obligations, the Board of Directors are leaves to the Assembly the decisions as related to the destination of the operating profit of fiscal year 2017. Torino, May 30th 2018
On behalf of the Board of Directors The Chairman Paolo ROMANO
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FINANCIAL STATEMENTS OF RISORSE IDRICHE S.p.A.
AS AT DECEMBER 31st 2017
FINANCIAL STATEMENT SCHEDULES
Statement of Assets and Liabilities Income Statement
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Risorse Idriche S.p.A. Company of the SMAT Group
Registered office in TORINO – C.so XI Febbraio, 14 Share capital fully paid euro 412,768,72
Registered at the Turin Chamber of Commerce ‐ Taxpayer ID and registration no. in the Register of Companies 06087720014
VAT no.: 06087720014 – Economic & Administrative Repertoire no: 759524 Subjected to the direction and coordination of SMAT TORINO S.p.A.
FINANCIAL STATEMENTS AS AT 12/31/2017 STATEMENT OF ASSETS AND LIABILITIES AND INCOME STATEMENT PURSUANT TO ARTS. 2424‐2425 C.C.
INCOME STATEMENT
ASSETS 12/31/2017 12/31/2016
A) DUE FROM SHAREHOLDERS FOR PAYMENTS STILL DUE
Receivables due for payments still due and called up 0 0
Total due from shareholders (A) 0 0
B) FIXED ASSETS
I. Fixed assets
1) Plant and expansion costs 0 0
2) Development costs 0 0
3) Intangible fixed assets & intellectual property rights 0 0
4) Concessions, licenses, trademarks and similar rights 0 0
5) Goodwill 304,633 348,152
6) Assets under construction and payments on account 0 0
7) Other 0 0
Total tangible fixed assets (I) 304,633 348,152
II. Tangible fixed assets
1) Land and buildings 0 0
2) Plants and machinery 0 0
3) Industrial & commercial equipment 0 0
4) Other assets 10,179 14,831
5) Assets under construction and payments on account 0 0
Total intangible fixed assets (II) 10,179 14,831
III. Financial assets
1) Shareholdings in:
a) subsidiaries 0 0
b) associates 0 0
c) holding companies 0 0
d) companies subjected to the control of the holding companies 0 0
d‐bis) other enterprises 0 0
Total shareholdings 0 0
2) Receivables:
a) from subsidiaries 0 0
b) from associates 0 0
c) from holding companies 0 0
d) from companies subjected to the control of the holding companies 0 0
d‐bis) from other 0 0
Total receivables 0 0
3) Other securities 0 0
4) Financial derivative instruments 0 0
Total financial assets (III) 0 0
Total fixed assets (B) 314,812 362,983
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ASSETS 12/31/2017 12/31/2016
C) WORKING ASSETS
I. Inventory
1) Raw, ancillary and consumable materials 0 0
2) Works in progress, semi‐finished and finished goods 0 0
3) Works in progress to order 0 0
4) Finished products and goods 0 0
5) Advances 0 0
Total inventory (I) 0 0
II. Receivables
1) from customers (within 12 months) 0 0
2) from subsidiaries 0 0
3) from associates 0 0
4) from holding companies:
- Within 12 months 4,764,770 4,177,935
- After 12 months 9,882 9,882
Total due from holding companies (4) 4,774,652 4,187,817
5) From companies subjected to the control of the holding companies 0 0
5 bis) Tax receivables (within 12 months) 16,473 32,745
5 ter) Prepaid taxes 66,017 65,601
5 quater) From other: 221,174 18,525
- Within 12 months 220,534 17,885
- After 12 months 640 640
Total receivables (II) 5,078,316 4,304,688
III. Financial assets other than fixed assets
1) Shareholdings in subsidiaries 0 0
2) Shareholdings in associate 0 0
3) Shareholdings in holding companies 0 0
3 bis) Shareholdings in companies subjected to the control of the holding companies 0 0
4) Other shareholdings 0 0
5) Financial derivative instruments 0 0
6) Other securities 0 0
Total financial assets other than fixed assets (III) 0 0
IV. Cash and cash equivalents
1) Bank and post office deposits 1,278 596
2) Checks 0 0
3) Cash and cash equivalents 264 409
Total cash and cash equivalents (IV) 1,542 1,005
Total working assets (C) 5,079,858 4,305,693
D) ACCRUALS AND DEFERRALS
Accrued income 0 0
Deferred charges 455 387
Total accrued income and deferred charges (D) 455 387
TOTAL ASSETS 5,395,125 4,669,063
116
STATEMENT OF ASSETS AND LIABILITIES
NET EQUITY AND LIABILITIES 12/31/2017 12/31/2016
A) NET EQUITY
I. Capital 412,769 412,769
II. Share premium reserve 0 0
III. Revaluation reserve 0 0
IV. Legal reserve 85,957 84,332
V. Statutory reserve 0 0
VI. Other reserves distinctly indicated
1) Optional reserve 63,291 63,291
2) Prepaid amortizations reserve 0 0
3) Payments into capital account 0 0
4) Reserved for rounding off euros 0 (2)
Total other reserves (VI) 63,291 63,289
VII. Reserve for hedging operations of expected financial flows 0 0
VIII. Profits (losses) carried forward 64,665 33,787
IX. Profit (loss) for the year 4,713 32,503
X. Negative reserve for own shares in portfolio 0 0
Total net equity (A) 631,395 626,680
B) PROVISIONS FOR BAD AND DOUBTFUL DEBTS
1) Severance fund and similar applications 0 0
2) Provisions for taxes including deferred taxes 0 0
3) Derivative financial instruments payable 0 0
4) Other 279,189 175,000
Total provisions for risks and charges (B) 279,189 175,000
C) SEVERANCE FUND FOR EMPLOYEES 1,062,284 991,215
D) ACCOUNTS PAYABLE
1) Bonds 0 0
2) Convertible bonds 0 0
3) Due to shareholders for loans 0 0
4) Due to banks 193 209
5) Due to Other 0 0
6) Advances 0 0
7) Due to suppliers (within 12 months) 118,284 129,485
8) Payables in the form of securities 0 0
9) Due to subsidiaries 0 0
10) Due to associates 0 0
11) Due to holding companies:
Within 12 months 2,878,631 2,304,798
After 12 months 0 0
Total payables to holding companies (11) 2,878,631 2,304,798
11 bis) Due to companies subjected to the control of the holding companies 0 0 12) Tax debts (within 12 months) 46,143 110,566
13) Debts to Social Security institutions (within 12 months) 125,212 125,500
14) Other payables (within 12 months) 253,794 205,610
Total payables (D) 3,422,257 2,876,168
E) Accruals and deferrals
Accrued charges 0 0
Deferred income 0 0
Total accrued charges and deferred income (E) 0 0
Total and net payables 5,395,125 4,669,063
117
STATEMENT OF ASSETS AND LIABILITIES
A) PRODUCTION WORTH 2017 2016
1) Revenues from sales and services 2,409,066 2,525,747
2) Changes in Inventory, work in progress, semi‐finished and finished goods 0 0 3) Changes in works in progress on order 0 0
4) Increase in fixed assets for in‐house work 0 0
5) Other revenues and proceeds:
a) Contributions in operating account 23,831 0
b) Other 8,226 27,169
Other revenues and proceeds (5) 32,057 27,169
Total Reproduction Worth (A) 2,441,123 2,552,916
B) PRODUCTION COST
6) For raw, subsidiary, expendable materials and goods 21,015 20,692
7) For services 375,983 393,531
8) For leased assets 110,970 111,390
9) For employees:
a) Wages and salaries 1,181,744 1,216,175
b) Social contributions 419,274 436,579
c) Severance package 98,201 97,527
d) Pension and similar obligations 3,719 2,169
e) Other costs 92,307 22,678
Total employee costs (9) 1,795,245 1,775,128
10) Amortization and depreciation:
a) Amortization of intangible fixed assets 43,519 43,519
b) Amortization of material fixed assets 4,652 4,096
c) Other write‐downs of fixed assets 0 0 d) Bad/doubtful debts in the working assets and liquid assets
0 0
Total amortizations and depreciation (10) 48,171 47,615
11) Changes in inventory of raw, subsidiary, expendable materials and goods 0 0 12) Allocations for risks 0 0
13) Other allocations 0 0
14) Other overhead charges 72,139 198,134
Total production costs (B) 2,423,522 2,546,490
Difference between production cost and production worth (A‐B) 17,601 6,426
C) FINANCIAL CHARGES AND PROCEEDS
15) Proceeds from shareholdings, with separate indication of those relative to subsidiaries and associates and those relative to holding companies and companies subjected to the control of the latter 0 0
16) Other financial proceeds: a) from credit entered under fixed assets, with separate indication of those
from subsidiaries and associates and those from holding companies and from companies subjected to the control of the latter 0 0
b) from securities entered under fixed assets other than shareholdings 0 0
c) from securities entered under working assets other than shareholdings 0 0 d) Proceeds other than the previous ones, with separate indication of those
from subsidiaries and associates and those from holding companies and from companies subjected to the control of the latter 1,181 0
Total financial proceeds (16) 1,181 0
118
2017 2016
17) Financial interest and charges, with separate indication of those from subsidiaries and sister companies and from holding companies: a) Interest due to Holding Company 0 0
b) Loans 0 0
c) Other 1,705 1,864
Total interest and other financial charges (17) 1,705 1,864
17bis) Profits and losses from exchanges 0 0
Total Financial proceeds and charges (C) (15 + 16 ‐ 17 +/‐ 17 bis) (524) (1,864)
D) ADJUSTMENT OF VALUE OF LONG TERM INVESTMENTS
18) Revaluations of:
a) Shareholdings 0 0
b) Long‐term Investments other than Shareholdings 0 0 c) Securities entered under working assets other than Shareholdings 0 0 d) Financial derivatives 0 0
Total revaluations (18) 0 0
19) Write‐downs of:
a) Shareholdings 0 0
b) Long‐term Investments other than Shareholdings 0 0 c) Securities entered under working assets other than shareholdings 0 0 d) Financial derivatives 0 0
Total adjustment to the value of financial assets (D) (18 ‐ 19) 0 0
Result before taxes (A ‐ B +/‐ C +/‐ D) 17,077 4,562
20) Income tax for the year:
a) Current taxes 12,780 11,704
b) Deferred and prepaid taxes (416) (39,645)
Total income tax for the year (22) 12,364 (27,941)
21) Profit (loss) for the year 4,713 32,503
119
FINANCIAL STATEMENT OF AIDA AMBIENTE S.r.l. AS AT DECEMBER 31st 2017
FINANCIAL STATEMENT SCHEDULES
Statement of assets and liabilities Income Statement
120
Aida Ambiente S.r.l.
Companies of the SMAT Group subject to the direction and coordination of SMAT Torino S.p.A. Registered office in PIANEZZA – Via Collegno, 60
Share capital fully paid euro 100,000.00 Registered at the TORINO Chamber of Commerce
Taxpayer ID and VAT number: 09909860018 Economic Administrative Repertoire no: 109034
FINANCIAL STATEMENTS AS AT 12/31/2017 STATEMENT OF ASSETS AND LIABILITIES AND INCOME STATEMENT AS PER ARTS. 2424‐2425 C.C.
INCOME STATEMENT
ASSETS 12/31/2017 12/31/2016
A) DUE FROM SHAREHOLDERS FOR PAYMENTS STILL DUE
Receivables for payments due and called up 0 0
Total due from shareholders (A) 0 0
B) FIXED ASSETS
I. Intangible fixed assets
1) Plant and expansion costs 0 0
2) Development costs 0 0
3) Intangible fixed assets & intellectual property rights 0 0 4) Concessions, licenses, trademarks and similar rights 496 166
5) Goodwill 0 0
6) Assets under construction and payments on account 0 0
7) Other 4,729 0
Total intangible fixed assets (I) 5,225 166
II. Tangible fixed assets
1) Land and buildings 0 0
2) Plants and machinery 8,657 8,882
3) Industrial & commercial equipment 49,877 52,342
4) Other assets 5,178 6,878
5) Assets under construction and payments on account 0 0
Total tangible fixed assets (II) 63,712 68,102
III. Financial assets
1) Shareholdings in:
a) Subsidiaries 0 0
b) Associates 0 0
c) Holding companies 0 0
d) Companies subjected to the control of the holding companies 0 0
d‐bis) other enterprises 0 0
Total shareholdings 0 0
2) Receivables:
a) from subsidiaries 0 0
b) from associates 0 0
c) from holding companies 0 0
d) from companies subjected t\o the control of the holding companies 0 0
d‐bis) from other 0 0
Total receivables 0 0
3) Other securities 0 0
4) Receivable financial derivative instruments 0 0
Total financial assets (III) 0 0
Total fixed assets (B) 68,937 68,269
121
ASSETS 12/31/2017 12/31/2016
C) WORKING ASSETS
I. Inventory
1) Raw, ancillary and consumable materials 0 0
2) Work in progress, semi‐finished and finished goods 0 0
3) Work in progress to order 0 0
4) Finished products and goods 0 0
5) Advance payments 0 0
Total inventory (I) 0 0
II. Receivables
1) from customers:
- within 12 months 19,746 82,359
- after 12 months 0 37,790
Total due from customers (1) 19,746 120,149
2) from subsidiaries 0 0
3) from associates 0 0
4) from holding companies:
- within 12 months 738,596 1,176,384
- after 12 months 0 0
Total due from holding companies (4) 738,596 1,176,384
5) from companies subjected to the control of the holding companies 0 0
5 bis) Tax receivables (within 12 months) 183,054 11,787
5 ter) Prepaid taxes 7,569 7,509
5 quater) from other:
- within 12 months 1,302 143
- after 12 months 0 0
Total receivables (II) 950,267 1,315,972
IV. Financial assets other than fixed assets
1) Shareholdings in subsidiaries 0 0
2) Shareholdings in associates 0 0
3) Shareholdings in holding companies 0 0 3 bis) Shareholdings in companies subjected to the control of the
holding companies 0 0
4) Other shareholdings 0 0
5) Financial derivative instruments 0 0 6) Other securities 0 0
Total financial assets other than fixed assets (III) 0 0
V. Cash and cash equivalents
1) Bank and post office deposits 407,679 420,223
2) Checks 0 0
3) Cash and equivalents in hand 107 35
Total cash and cash equivalents (IV) 407,786 420,258
Total working assets (C) 1,358,053 1,736,230
E) ACCRUALS AND DEFERRALS
Accrued income 0 0
Deferred charges 7,949 7,754
Total accrued income and deferred charges (D) 7,949 7,754
TOTAL ASSETS 1,434,939 1,812,253
122
INCOME STATEMENT
NET EQUITY AND LIABILITIES 12/31/2017 12/31/2016
A) NET EQUITY
I. Capital 100,000 100,000
II. Share premium reserve 0 0
III. Revaluation reserve 0 0
IV. Legal reserve 20,000 20,000
V. Statutory reserve 0 0
VI. Other reserves distinctly indicated
1) Optional reserve 353,014 353,014
2) Prepaid amortizations reserve 0 0
3) Payments into capital account 0 0
4) Reserve for rounding off euros 0 1
Total other reserves (VI) 353,014 353,015
VII. Reserve for hedge operations of expected financial flows 0 0
VIII. Profits (losses) carried forward 47,350 0
IX. Profit (loss) for the year 117,704 397,350
X. Negative reserve for own shares in portfolio 0 0
Total Net Equity (A) 638,068 870,365
B) PROVISIONS FOR LIABILITIES AND CHARGES
1) Severance fund and similar obligations 0 0
2) Provisions for taxes, including deferred taxes 0 0
3) Payable financial derivative instruments 0 0
4) Other 0 0
Total provisions for liabilities and charges (B) 0 0
C) EMPLOYEE SEVERANCE FUND 114,224 99,548
D) PAYABLES
1) Bonds 0 0
2) Convertible bonds 0 0
3) Due to shareholders for loans 0 0
4) Due to banks 0 0
5) Due to Other 0 0
6) Advances 0 0
7) Due to suppliers (within 12 months) 193,414 297,832
8) Payables in the form of securities 0 0
9) Due to subsidiaries 0 0
10) Due to associates 0 0
11) Due to holding companies: 231,466 231,080 11 bis) Due to enterprises subjected to the control of the
holding companies 0 0 1. Tax payables (within 12 months) 17,869 66,086 2. Due to social security institutions
(within 12 months) 33,388 36,835
3. Other payables (within 12 months) 206,510 210,507
Total payables (D) 682,647 842,340
E) ACCRUALS AND DEFERRALS
Accrued charges 0 0
Deferred income 0 0
Total accrued charges and deferred income (E) 0 0
TOTAL LIABILITIES AND NET EQUITY 1,434,939 1,812,253
123
INCOME STATEMENT
A) PRODUCTION WORTH 2017 2016
1) Revenues from sales and services 1,348,045 1,835,173 2) Change in inventory of assets under construction, semi‐finished and finished
products 0 0 3) Change in works in progress to order 0 0
4) Increase in fixed assets for in‐house jobs 0 0
5) Other revenues and proceeds:
a) Grants for operating expenses 0 0
b) Other 25,508 16,043
Total other revenues and proceeds (5) 25,508 16,043
Total production worth (A) 1,373,553 1,851,216
B) PRODUCTION COSTS
6) for raw/auxiliary materials, consumables and commodities 86,456 97,260
7) for services 534,633 498,969
8) for leased assets 32,958 112,242
9) for employees:
a) wages and salaries 373,083 383,084
b) social charges 120,984 122,709
c) severance fund 27,786 27,168
d) pension and similar funds 0 0
e) other costs 270 270
Total payroll costs (9) 522,123 533,231
10) Depreciation and writedowns:
a) Amortization of intangible fixed assets 586 863
b) Depreciation of tangible fixed assets 11,989 11,480
c) Other write‐downs of fixed assets 0 0
d) Write‐down of receivables included in working assets, cash and cash equivalents 0 0
Total depreciation and write‐downs (10) 12,575 12,343
11) Changes in inventory of raw/auxiliary materials, consumables and commodities 0 0 12) Allocations for risks 0 0
13) Other allocations 0 0
14) Other overhead costs 21,007 14,530
Total production costs (B) 1,209,752 1,268,575
Difference between production value and costs (A‐B) 163,801 582,642
C) FINANCIAL PROCEEDS AND CHARGES
15) Proceeds from shareholdings, with separate indication of those referring to subsidiaries and associates and those referring to holding companies and ad enterprises subjected to the control of the latter 0 0
16) Other financial proceeds: a) from receivables entered under fixed assets, with separate indication of those
from subsidiaries and associates and of those from holding companies and from enterprises subjected to the control of the latter 0 0
b) from securities entered under fixed assets other than shareholdings 0 0
c) from securities entered under working assets other than shareholdings 0 0 d) proceeds different from the previous ones, with separate indication for those
from subsidiaries and associates and those from holding companies and enterprises subjected to the control of the latter 48 54
Total other financial proceeds (16) 48 54
124
2017 2016
17) Interests and other financial charges, with separate indication of those from subsidiaries and associates and those from holding companies: a) interests from holding company 0 0
b) loans 0 0
c) other 0 0
Total interest and other financial charges (17) 0 0
17bis) Profits and losses on exchange rates 0 0
Total financial proceeds and charges (C) (15 + 16 ‐ 17 +/‐ 17 bis) 48 54
D) VALUE ADJUSTMENTS DI ATTIVITA' FINANZIARIE
18) Revaluations of:
a) shareholdings 0 0
b) financial assets other than shareholdings 0 0 c) securities entered under working assets other than
shareholdings 0 0 d) derivative financial instruments 0 0
Total revaluations (18) 0 0
19) Write‐downs of:
a) shareholdings 0 0 b) financial assets other than
shareholdings 0 0 c) securities entered under working assets other than
shareholdings 0 0 d) derivative financial instruments 0 0
Total value adjustments to financial assets (D) (18 ‐ 19) 0 0
Result before taxes (A ‐ B +/‐ C +/‐ D) 163,849 582,696
22) Income tax for the year:
a) Current taxes 46,205 184,503
b) Deferred and prepaid taxes (60) 843
Total income tax for the year (22) 46,145 185,346
23) Profit (loss) for the year 117,704 397,350
126