Press release GEMINA: BOARD OF DIRECTORS APPROVES H1 2013 RESULTS In the first half of 2013 traffic continued to register a downturn compared with the previous year (down 2.8%), which was strongly influenced by the lacklustre state of the economy. This had particular repercussions on the Domestic (down 9.9%) and EU (down 2.0%) segments, while non-eu traffic confirmed an uptrend (up 5.4%), primarily driven by countries with developing economies. Operating performance in the first half of 2013 was affected by the recently applied tariff increase. Revenues rose 16.7%, to stand at 313.3 million euros. Revenue performed well, registering an improvement in EBITDA of 33.7 million euros, primarily due to the tariff increase and different passenger mix (a greater component of non-eu passengers, who contribute a higher average unit revenue in the aviation and non-aviation segments). Consolidated EBIT stood at 64.3 million euros. Consolidated net debt at 30 June 2013 amounts to 896.8 million euros, a further reduction compared with the 973.0 million euros registered at 31 December 2012. In 2013 the development plan provided for in the new Agreement was launched (around 3.1 billion euros in the first ten years, and an additional 12 billion euros over the entire period of the Concession), with investment of 52.5 million euros in the first half, up substantially on the first six months of 2012, focused on works to optimise and develop terminals and departure areas, as well as extraordinary maintenance works on the runway and apron system and upgrading of airport equipment. On 28 June 2013, in implementation of the Agreement, the documents regarding the Airport Development Plan through to 2044 were submitted to the Civil Aviation Authority, containing, among other things, the Completion Project for Fiumicino South and the Master Plan for Fiumicino North, which were drawn up with the support of leading airport design companies at international level. ADR is still awaiting issue of the Interministerial Decree from the Ministry for the Environment, Land and Sea and the Ministry of Cultural Heritage and Activities and Tourism regarding environmental impact assessment and conclusion of the Service Conference on the urban planning
approval of the Completion Plan for Fiumicino South, delays in which might affect the project's timeframes. The situation regarding possible short-term developments and the long- and medium-term outlook for Alitalia, with respect to the company's financial position, is still a matter of great concern. Indeed, the continuous presence of a hub carrier is a vital element in implementing the Fiumicino infrastructure development project, as it is currently planned. Fiumicino, 1 August 2013 - The Board of Directors of Gemina SpA (Gemina), chaired by Fabrizio Palenzona, met on this date and approved the Consolidated Financial Statements for the six months ending 30 June 2013, prepared in accordance with international accounting standards, which in addition to Gemina SpA, also include Aeroporti di Roma SpA ( ADR ) (95.90%) and Fiumicino Energia S.r.l. (87.14%). * * * AIR TRAFFIC In the first half of 2013 traffic continued to register a downturn compared with the previous year (down 2.8%), which was strongly influenced by the lacklustre state of the economy. This had particular repercussions on the Domestic (down 9.9%) and EU (down 2.0%) segments, while non-eu traffic confirmed an uptrend (+5.4%), primarily driven by countries with growing economies. 1 O SEMESTRE 2013 1 O SEMESTRE 2012 Δ% Movimenti (n ) 167.799 177.198 (5,3%) Fiumicino 144.510 150.806 (4,2%) Ciampino 23.289 26.392 (11,8%) Passeggeri (n ) 19.102.912 19.659.145 (2,8%) Fiumicino 16.971.572 17.363.547 (2,3%) Ciampino 2.131.340 2.295.598 (7,2%) di cui: imbarcati 9.450.402 9.717.085 (2,7%) Fiumicino 8.389.977 8.573.784 (2,1%) Ciampino 1.060.425 1.143.301 (7,2%) Merci (ton) 74.320 74.060 0,4% Fiumicino 65.684 65.327 0,5% Ciampino 8.636 8.733 (1,1%) 2
Within the airport system, Fiumicino airport registered a 2.3% fall in passenger traffic, compared with a greater decline in capacity (movements down 4.2%, aircraft tonnage down 3.8%, and available seats down 5.1%). As in 2012, the airport's performance continues to be influenced by the downturn in the Domestic traffic segment (down 9.4%), in which all major destinations registered an overall decline in volumes arising from the difficulties the main Italian carriers are experiencing and, more generally, the ongoing crisis affecting the wider economy. The downturn in domestic traffic is due to both the Alitalia and the other carrier components, which registered respective decreases of 4.6% and 24.7% at the end of the period, with the latter deriving in particular from the bankruptcy of WindJet in August 2012 and the significant reduction in the capacity operated by Blue Panorama. International passenger traffic volumes, however, rose 1.4% and, once again in the first half of 2013, were driven by traffic to/from non-eu destinations (up 5.0%), compared with a fall in UE traffic (down 1.0%), which did however register improved performance in the second quarter. Regarding network development in the first six months of 2013, in addition to increased frequency on certain existing routes (such as China Eastern to Shanghai, Turkish Airlines to Istanbul, Egyptair to Cairo, easyjet to Paris, SAS to Oslo and Stockholm), new flights to/from Fiumicino were launched, to be added to the network already operating at the airport. The most important include: Alitalia flights to Prague, Fortaleza (seasonal), Bilbao, Copenhagen, Ekaterinburg, Cracow, Montpellier and Oran; easyjet flights to Copenhagen and Hamburg; Blue Panorama to Moscow; Transavia France to Lille; Monarch Airlines to Leeds, Iran Air to Teheran, and Minoair to Lugano. In the Domestic segment, easyjet launched new flights to Milan Linate at the end of March, which represents a complete innovation on the most important domestic route. The Domestic segment also saw the stepping up of flights by Darwin Airlines to Bolzano, Trapani and Ancona. In the first half of 2013, the number of passengers transported by Alitalia, the national flag carrier at Fiumicino airport, was in line with the same period in the previous year (down 0.4%), accompanied by a reduction in available seats (down 3.6%) and a largely similar number of movements (down 0.5%). The slight reduction in passengers derived from the fall in traffic in the Domestic component (down 4.6%), while the International component registered a rise of 5.0% (EU up 4.0% and non-eu up 5.9%). Also for Alitalia, the greater contraction in available seats compared with the number of passengers transported led to an increase in the load factor (69.7%, up 2.2 percentage points). 3
The situation relating to possible developments at Alitalia, regarding traffic growth in the short term, as well as the long- and medium-term outlook, is still a matter of great concern. Indeed, the continuous presence of a hub carrier is a vital element in implementing the Fiumicino infrastructure development project as it is currently planned. In the first half of 2013 Ciampino airport registered reductions in terms of passengers transported (down 7.2%) and capacity (movements decreased by 11.8%, while available seats were down 11.3%). This poor performance was a direct consequence of the reduction in the capacity operated by Ryanair and Wizz Air in the winter season on their own networks, while in the second quarter with the beginning of the summer season traffic volumes registered an upturn (up 3.8%) compared with the previous year. Ryanair, which transported a total of approximately 2 million passengers in the first six months of the year, registered a decrease of 8.4%, while Wizz Air, thanks to the transfer of certain flights from Fiumicino airport, involving a total of approximately 130,000 passengers, grew 18.0%. INVESTMENT In 2013 the development plan provided for in the new Agreement was launched (around 3.1 billion euros in the first ten years, and an additional 12 billion euros over the entire period of the Concession), with investment of 52.5 million euros in the first half, up 150% on the first six months of 2012, focused on works to optimise and develop terminals and departure areas, as well as extraordinary maintenance works on runways and aprons and upgrading of airport equipment. On 28 June 2013 the documents regarding the Airport Development Plan for Rome's airport system through 2044 were submitted to the Civil Aviation Authority, containing, among other things, the Completion Project for Fiumicino South and the Master Plan for Fiumicino North, which were drawn up with the support of leading airport design companies at international level. ADR is still awaiting issue of the MATTM MIBAC Interministerial Decree regarding environmental impact assessment and conclusion of the Service Conference on the urban planning approval of the Completion Plan for Fiumicino South, delays in which might affect the project's timeframes. The main investments in the various categories are described below. Runways and aprons Works began at the end of January on the upgrade of Runway 2, which were completed ahead of schedule on 12 June 2013, when flight infrastructure was 4
reopened; works on some taxiways will continue until the end of November. Works continued to replace storm drain grates and works were completed on the construction of a refuelling station in the operating area for de-icing vehicles, with a view to increasing the operating hours of the service. Works were completed on the 700/800 sector aprons and the Alfa taxiway. The project to extend the 200 aprons and the upgrade of Runway 3 were completed. Terminals Preliminary works were carried out on setting up the site for the new Forepart building at T3. Regarding departure area F (Pier C), the lower ground floor corridor connecting Pier C and the Forepart is nearing completion, works continued on the vertical structure and boarding bridges, and work began on the Forepart (demolition, excavation and temporary works). The final design of the Eastern Hub began, including the Forepart at T1, the new pier in Departure Area A, and the upgrade and extension of Departure Area C. A contract was awarded for repainting the visible internal metal ribs of the roof at Terminal 3. At the existing terminals, work continued on the Smart Action programme, launched in September 2012, which is aimed at improving the image and service provided to passengers. In particular: in the Terminal 3 departure area, works to upgrade the security check area and reorganisation of the passport control area were completed; restructuring of five groups of restrooms in accorded with the latest standard adopted (prior to the new Concept) was completed; works are in progress on two groups of "sample" restrooms in accordance with the new Concept adopted via international calls for tender, which will be completed by the end of July; contracts are being awarded for the remaining 16 groups of restrooms to be restructured by the end of the year; works were launched in February and are continuing according to plan on the reorganisation of the arrivals area at Terminal 3, entailing decongestion of the terminal's arrivals hall, expansion and enhancement of the usability of spaces for operational activities and movement of passengers, transfer and reconfiguration of the customs exits, offices and retail outlets, and upgrade and restructuring of both land-side and air-side restrooms; the granite flooring of the departure hall and the mezzanine level at Terminal 3 was upgraded; the complex layout of the security gates at Terminal 1 were restructured, with an increase in the total number of x-ray devices available (a 20% increase from the previous number of 17 x-ray devices to the 20 currently in service); the security entrance at Terminal 5 was restructured to enable a 40% increase (from 7 to 10) in the number of x-ray devices available for passengers; a further 500 seats were added in the terminals, including some lounge chairs to enhance the comfort of waiting passengers; four repacking areas were created near the check-in and security areas, for passengers who need to rearrange their luggage to comply with size and weight restrictions; 5
a functional upgrade of 50% of the loading bridges at Pier B (former domestic pier) was carried out. As part of the ADR-RFI-Trenitalia groups of projects, aimed at improving service provided to passengers and facilitating the interchange between train and plane, works now nearing completion continued, aimed at improving directional signs for passengers at Terminals 1 and 3, especially signage for exit routes from the baggage claim hall, transit areas, and transport and external services, such as train, taxis, buses, car hire and multi-storey car parks. Preparatory activities are in the final phase and works will be completed soon on the installation of automatic Trenitalia ticket machines in the arrivals areas of Terminals 1 and 3, as well as a Trenitalia information desk at Terminal 3 with an attached ticket office and train information monitors. Plant The final design of the new step down transmission substation was completed. A call for tender was published to acquire analysers to check liquids in passengers' luggage, in order to comply with the obligations arising from partial relaxation of regulations regarding transportation of liquids on board aircraft to be applied as of January 2014. Works continued on the construction of a water intake from the Tiber for industrial purposes. An order was issued, and supply of components has begun, regarding replacement of a baggage-sorting machine at the baggage handling system in Terminal 3. Design work and tenders processes are underway for the replacement and upgrade of a number of medium voltage switching substations and for the servicing and replacement of some generators, in order to increase the overall reliability of the electric power system at Fiumicino. Complete restructuring of the loading bridges in Departure Area B has begun. An update of the preliminary project for the People Mover, which will connect the terminals to Cargo City, is underway, aimed at defining the exact route and the stations. Infrastructure and buildings Preliminary design work was carried out in relation to development of the air-side in the Western area, regarding accommodation of the SERAM area (used by jet fuel suppliers) and the transfer of the no. 1 customs lane. Preliminary design was carried out regarding the new car park for airport operators in the Eastern area (land-side), with a view to relieving congestion in the central areas. The areas for upgrade works on the Polo Bus located at the end of the arrivals road network at Terminal 3 were handed over to contractors, with the aim of improving the usability of the area and the service provided to passengers. As part of the ADR-RFI- Trenitalia groups of projects, aimed at improving the service provided to passengers and facilitating the interchange between train and plane: 6
information panels were installed on Leonardo Express trains (Roma Termini Fiumicino), containing details of the Terminals used by the various airlines; flight information monitors were installed at Roma Termini and Roma Ostiense railway stations. TRAINING In the first half of 2013, in order to guarantee the development of skills and define career paths in line with the requirements of the airport business, the Human Resources and Quality Department supervised managerial staff assessment processes and supported the development of those professional skills most closely connected to service quality objectives. 19 training and refresher courses were provided, 10 of which were entirely funded by Fondimpresa programmes, involving a total of 1,020 participants and provision of 11,790 hours of training. In particular, two training courses were provided to Fiumicino Terminal Services operating staff and to security staff at ADR Security, aimed at improving customer relations in terms of the customer experience. SERVICE QUALITY In order to respond effectively and continuously to customer and passenger expectations, once again in the first half of 2013 the programmes defined within the scope of the Copernicus Project, launched in the second half of 2012, were implemented. The main initiatives during the period focused, among other things, on: optimisation of check-in and baggage reclaim services, including the publication of the performances of carriers and handlers, and the creation of baggage repacking areas in the check-in area; provision of information to the general public, through activation of a specific Airport Helper programme at Ciampino and Adr Welcome at Fiumicino, and improving signage along the terminal access road network and inside the terminals to make it easier for passengers to find their way, particularly regarding transport to and from the city of Rome; cleaning of terminals and restrooms, with the introduction of the best concepts for restrooms, and upgrading of sorted waste bins; security activities, through improvement of dedicated equipment (e.g. extension of the roller conveyors), publication of information on performance at security entrances, and new staff training programmes geared towards customer satisfaction. 7
Moreover, on the infrastructure front, the security check area at T3 was reorganised, the pavements alongside the departure area were upgraded, and the flooring in Terminals 1 and 3 and Departure Area B was polished. The lighting at Terminal 3 was also upgraded with the application of LED technology. In order to improve airport comfort, 30 minutes of free internet access was granted at the airport. Special children's areas were created in the baggage reclaim area, and 150 luggage trolleys equipped with cradles and child seats were also introduced to make air-side routes easier for families with children. Great attention was also paid to improving the cleaning of terminals, via a programme including, amongst other things, the cleaning of terminal windows. In the first half of 2013, in order to ensure compliance with the service standards envisaged for Rome's airports, activities to monitor the level of service provided to passengers continued, in accordance with the Quality Plan, by means of approximately 20,000 objective checks. Specifically, the level of passenger satisfaction and the quality of the main services provided were checked on a daily basis: check-in, carry-on baggage check, baggage reclaim, punctuality of outbound flights. At Fiumicino airport, analysis of quality levels revealed an overall improvement compared with 2012, except for the punctuality of outbound flights. This performance is the outcome of a challenging programme, which started with improvement of the service standards included in the ADR Service Charter regarding all the main services provided to passengers. These improvement efforts were focused on two fronts: stepping up monitoring and motivation of handlers, and compliance with standards regarding baggage reclaim and check-in waiting times. In the first half of 2013, 77 requests for sanctions were submitted to the Civil Aviation Authority regarding noncompliance with airport standards, compared with 22 in the first half of 2012; the procedures regarding the management of carry-on baggage security checks and the management of cleaning contracts were further reviewed and improved. At Ciampino airport, analysis of the performance of quality levels revealed overall compliance with the Service Charter indicators. The main Service Quality indicators are shown below ( 1 ) : Fiumicino UNIT OF MEASUREMENT H 1 2013 H 1 2012 1 STANDARD Domestic check-in waiting time of less than 7 minutes % 95.5 94.8 90 International check-in waiting time of less than 16 minutes % 89.7 83.9 90 Carry-on baggage security check waiting time of less than 7 minutes % 90.2 65.5 90 Delivery of the first bag from block-on within the set standards % 86.9 83.7 90 Delivery of the last bag from block-on within the set standards % 90.9 87.4 90 Punctuality of outbound flights (flights departing with a delay of less than 15 minutes) Ciampino % 74.6 83.1 75 1 Fiumicino and Ciampino: regarding the data published in the Financial Statements at 30 June 2012, the data for the first half of 2012 regarding checkin, security and baggage reclaim procedures were recalculated on the basis of the standards (Service Charter) applied in 2013 to facilitate the comparability of data. 8
Check-in waiting time of less than 17 minutes % 89.7 98.4 90 Carry-on baggage security check waiting time of less than 10 minutes % 98.4 92.3 90 Delivery of the first bag from block-on within the set standards % 97.1 97.6 90 Delivery of the last bag from block-on within the set standards % 98.6 99.3 90 Punctuality of outbound flights (flights departing with a delay of less than 15 minutes) % 85.9 85.1 85 Since the spin-off of this activity, carry-on baggage security checks have registered constant improvement at both airports. FINANCIAL POSITION AND OPERATING RESULTS In accordance with IFRS 5, in the income statement for the first half of 2012 included for comparison with the Financial Statements for the six months ending 30 June 2013, the contribution to the operating results of the car park business was reclassified from Profit/(loss) from discontinued operations/assets held for sale to the various line items for continuing operations, following the decision taken at the end of 2012 to enhance the business by managing it directly rather than by transferring it to a third party. Operating performance in the first half of 2013 was affected by the recently applied tariff increase (on 9 March 2013), regarding the new Planning Agreement, and the related launch of the Investment Plan, albeit in an economic environment that still has negative effects on traffic performance. 9
MILIONI DI EURO 1 SEM. 2013 1 SEM. 2012 (*) Δ Ricavi da gestione aeroportuale di cui: 301,2 258,6 42,6 ricavi aviation 203,0 151,1 51,9 ricavi non aviation 98,2 107,5 (9,3) Servizi di costruzione 8,9 7,6 1,3 Altri ricavi 3,2 2,3 0,9 TOTALE RICAVI 313,3 268,5 44,8 Consumi e altri costi operativi (92,9) (83,5) (9,4) Costi dei servizi di costruzione (7,2) (7,1) (0,1) VALORE AGGIUNTO 213,2 177,9 35,3 Costo del lavoro (57,0) (55,4) (1,6) MARGINE OPERATIVO LORDO 156,2 122,5 33,7 Ammortamenti (53,5) (53,4) (0,1) Accantonamenti al fondo rinnovo (38,4) (21,8) (16,6) RISULTATO OPERATIVO 64,3 47,3 17,0 Proventi (oneri) finanziari (34,5) (44,0) 9,5 RISULTATO DELLE ATTIVITÀ IN FUNZIONAMENTO PRIMA DELLE IMPOSTE 29,8 3,3 26,5 (Oneri) proventi fiscali (18,6) (11,1) (7,5) RISULTATO NETTO DELLE ATTIVITÀ IN FUNZIONAMENTO 11,2 (7,8) 19,0 Risultato da attività cessate/destinate alla vendita - 1,2 (1,2) Utile (perdita) del periodo 11,2 (6,6) 17,8 Utile (perdita) di terzi azionisti 1,3 0,8 0,5 UTILE (PERDITA) DEL GRUPPO 9,9 (7,4) 17,3 Utile (perdita) netto per azione: da attività in funzionamento 0,007 (0,006) 0,013 da attività cessate/destinate alla vendita - 0,001 (0,001) (*) i dati relativi al 1 sem. 2012 sono stati riesposti ai sensi dell IFRS 5 in relazione alla decisione di non cedere a terzi il business parcheggi Revenues rose 16.7%, to stand at 313.3 million euros. Airport operating revenues, amounting to 301.2 million euros, were up 16.4% on the same period of the previous year. Aviation activities, which include airport fees, centralised infrastructure, security services and other activities, generated revenues of 203.0 million euros, up 34.3% on the first half of 2012, albeit against a backdrop of declining traffic, due to the combined effect of application of the new fees defined by the Planning Agreement as of 9 March 2013, and the growth of the non-eu traffic component, which generates higher aviation revenue. Non-aviation revenue was down 8.6%, falling to 98.2 million euros in the first half of 2013 from the 107.5 million euros registered in the same period of the previous year. In addition to the absence of revenues deriving from the canteen service for airport operators (revenues of 3.8 million euros in the first half of 2012), which the Group has not provided since 1 July 2012, this reduction derives from the poor performance of Advertising (down 23.5%) and Car Parks (down 9.7%), partially offset by the good performance of retail sub-concessions (up 4.0%). The decrease in revenues from real 10
estate activities (down 9.8%) derives exclusively from application of the new tariff system by which certain types of revenue are included in the determination of aviation revenue. The downturn in Car Parks is primarily connected with the crisis affecting outbound traffic (especially outbound domestic passengers, down 14.0%), while Advertising has been impacted by the downturn in consumption in Italy and the reduction of spaces available for retail sub-concessions at terminals. The performance of retail sub-concessions, however, benefited from a gratifying traffic mix connected with the growth of the non-eu component, which normally features a higher spend than the domestic component, as well as the reduction in security check waiting times as of May 2012. Moreover, the constant monitoring of the cost structure contributed to the achievement of good revenue performance, with an improvement in EBITDA of 33.7 million euros. Indeed, EBITDA amounts to 156.2 million euros. "Adjusted" 2 EBITDA amounts to 166.5 million euros, marking an improvement of 34.7 million euros on the same period of the previous year, with an EBITDA margin for airport operating revenues that rose from 51.0% to 55.3% in 2013. EBIT stood at 64.3 million euros, up 17.0 million euros on the same period of the previous year. Before tax estimated at 18.6 million euros, the Group reported net income of 9.9 million euros in the first half of 2013, compared with the net loss of 7.4 million euros registered in the same period of the previous years. FFO (Funds From Operations), before the change in working capital, amounts to 97.5 million euros compared with the 68.4 million euros registered in the first half of 2012. Consolidated net debt at 30 June 2013 amounts to 896.8 million euros, a further reduction compared with the 973.0 million euros registered at 31 December 2012. At 30 June 2013 the Gemina Group's headcount amounted to 2,509, registering an increase of 12.4% with respect to 31 December 2012. The increase is essentially due to a rise in the number of seasonal staff normally employed during the summer, and actions aimed at achieving objectives set out in the Service Charter (ADR Security +63 staff, and ADR Assistance +17 staff). 2 Calculated excluding provisions and extraordinary items 11
MERGER PLAN During the first half of the year Gemina SpA carried out an analysis of the business, financial, economic and legal prerequisites for a corporate merger with the holding company, Atlantia SpA ( Atlantia ). The Merger Plan for Gemina s merger with and into Atlantia was approved by the companies' Boards of Directors on 8 March 2013, and the respective Shareholders' Meetings on 29 and 30 April 2013. Regarding the civil action brought by the Ministry of the Environment on 26 March 2013 in criminal proceedings no. 9147/2007, entailing a claim for damages for substantial environmental damage, launched by the Public Prosecutor's Office of Florence against certain managers of Autostrade per l Italia SpA ASPI (owned by Atlantia), and notified to Gemina on 29 April 2013, it should be noted that Atlantia deemed it unnecessary to make specific provisions in its financial statements for the periods ending 31 December 2012 and 31 March 2013 and asked Gemina to consider the claim as unwarranted. Gemina commissioned a panel of independent experts to assist it with all the checks and investigations deemed necessary and appropriate regarding the above claim for environmental damages, in order to enable the Board of Directors to assess any impact on the share exchange ratio determined by the Boards of Directors of Gemina and Atlantia on 8 March 2013. On 20 June 2013, on completion of the analysis that was partly carried out via the appointed panel of experts, Gemina's Board of Directors deemed that the potential risk of a negative outcome for ASPI does not warrant a revision of the ratio defined in the Merger Plan. However, in the interests of protecting Gemina's shareholders, on 28 June 2013 the Boards of Directors of Atlantia and Gemina agreed and approved the issue by Atlantia of financial instruments ("Contingent Value Rights ) to hedge the risk of a reduction in the value of Atlantia's economic value. Therefore, Special General Meetings have been called for savings shareholders on 7 and 8 August and for ordinary shareholders on 8 and 9 August, to approve an addendum to the Merger Plan. REGULATORY MATTERS ADR exclusively manages Rome's airport system by virtue of the concession granted to the Company by Law no. 755 of 10 November 1973, and the Single Act "Convention 12
regarding the operation of Rome's airport system and the Planning Agreement (the Planning Agreement ) approved on 21 December 2012 by Prime Ministerial Decree. On 27 February 2013 ADR was notified of three appeals (Assohandlers, Assaereo and Codacons) to the Lazio Regional Administrative Court which contested the Planning Agreement, the Prime Ministerial Decree of 21 December 2012 and all the other relevant documents. On 28 February 2013 a similar appeal was lodged with the Lazio Regional Administrative Court by the Municipality of Viterbo, including a claim for damages. In the first three cases, Assaeroporti submitted an ad opponendum appeal. On 20 March 2013 a hearing of the appeals lodged by Assohandlers and Assaereo was held, at which the appellants refused to discuss revocation. Therefore, a hearing was scheduled to discuss the case on 18 December 2013. At a hearing on 10 April 2013 the Lazio Regional Administrative Court did not grant the revocation requested by Codacons and scheduled a hearing to discuss the case for 18 December 2013. On 29 April ADR received notification of three special appeals to the Head of State lodged respectively by Aicai, DHL, UPS and TNT; Lufthansa, Austrian Airlines and Swiss; and Consorzio Airport Operators and 14 other shipping agents. On 2 May 2013 ADR was notified of a similar special appeal to the Head of State lodged by the handling company, Consulta. In all the appeals the Single Act, the Prime Ministerial Decree of approval, the Supplementary Act and all related documents are contested, employing similar arguments to those put forward in previous appeals to the Lazio Regional Administrative Court, with the addition of specific objections regarding the increase in the freight revenue tax. On 28 June 2013 the Civil Aviation Authority notified ADR, and other airport operators, of an infraction procedure instigated by the European Commission regarding Italy on 30 May 2013, with reference to the differentiation of landing and take-off fees between flights with origin or destination within the EU and outside the EU. In this regard, the Commission deems that the Italian state failed to meet the obligations provided for by European Directive 12/2009/EU regarding airport fees, as well as the agreement entered into between the European Union and the United States. Therefore, the Civil Aviation Authority has informed the companies involved that the necessary actions will be undertaken to interrupt the infraction procedure and asked them to go ahead with amalgamation of these fees, notwithstanding the principle of economic neutrality for airport operators. Given the formal requests sent by the Civil Aviation Authority, and also following instigation of infraction procedure no. 4115/2013 by the European Commission, ADR, after the Board Meeting to be held on 26 June 2013. will bill airport fees for flights to and from Switzerland with the same amounts as those provided for EU flights, as of 1 July 2013. 13
On 29 April 2013 the Lazio Regional Authority approved the regional budget law for the current year, which contains provisions regarding the IRESA (Regional Tax on Aircraft Noise) which, as of 1 May 2013, imposes a tax on Lazio airports, to be charged to carriers and paid to airport operators who will periodically transfer the relevant amounts to the Regional Authority. For 2013 the tax levy is estimated at 37 million euros, and for 2014, the first year of full application, at 55 million euros. The regulation requires 10% of these tax revenues to be transferred to capital grants and/or current expenditure for the municipalities that come within the areas affected by airport noise, as compensation to the resident populations, and in order to reduce acoustic and environmental pollution. ADR is assessing the legitimacy of this measure in the light of the different applications around Italy. On 25 June 2013 ADR submitted a report on significant anti-competition elements to the Anti-trust Authority pursuant to art. 21 of Law 287 of 1990 regarding the establishment of the IRESA on a regional basis. Assaeroporti submitted a similar report on the same day. GEMINA SPA The Company reports a loss of 4.6 million euros in the first six months of 2013, compared with the net loss of 2.2 million euros registered in the same period of the previous year, while net debt rose 4.5 million euros. Both performances were due to expenses incurred in relation to the merger. EVENTS AFTER 30 JUNE 2013 In the period 1 January 31 July 2013 Rome's airport system registered a 2.7% decrease in the number of passengers transported, due to the 9.0% fall in the Domestic component, compared with largely positive passenger volumes in the International component (up 0.3%, including, respectively, EU down 0.8% and non-eu up 2.3%; EU down 1.6% and non-eu up 3.9%, thus neutralising the effect of Switzerland and Croatia becoming EU rather than non-eu nations on 1 July 2013). Key traffic data regarding Rome's airport system 14
In the period 1 January 31 July 2013 Rome's No. of movements Fiumicino Ciampino No. of passengers Fiumicino Ciampino including: boarded passengers Fiumicino Ciampino Freight (tonnes) Fiumicino Ciampino JAN. JAN. % - JUL. 2013 4 - JUL. 2012 INCREASE/(DECREASE) 202,134 213,070 (5.1%) 174,181 181,346 (4.0%) 27,953 31,724 (11.9%) 23,329,992 23,968,600 (2.7%) 20,734,025 21,231,231 (2.3%) 2,595,967 2,737,369 (5.2%) 11,600,432 11,906,712 (2.6%) 10,305,357 10,541,620 (2.2%) 1,295,075 1,365,092 (5.1%) 88,613 88,340 0.3% 78,654 78,059 0.8% 9,959 10,281 (3.1%) Fiumicino In the period 1 January 31 July the 2.3% reduction in the number of passengers transported was also accompanied by a fall in capacity regarding aircraft movements (down 4.0%), aircraft tonnage (down 3.8%) and seats available (down 5.0%). This performance consequently led to an increase in the load factor (up 1.9%), which stood at 72.5%. The contraction in passenger traffic is due to losses in the Domestic segment (down 8.8%), which continue to have a negative impact on the airport's overall performance, while the International segment registered a rise in passengers (up 0.9%); the latter segment registered a 1.9% increase in the non-eu component with the EU segment (up 0.2%) substantially in line with the same period in 2012. 3 Provisional data 4 Provisional data 15
In July 2013 passenger traffic fell 2.7%, deriving from decreases in the Other Carriers (down 4.3%) and Alitalia (down 0.8%) components. Volumes fell in the Domestic (down 5.8%) and non-eu (down 11.0%) segments, compared with a 5.5% rise in EU traffic. It should be noted, however, that the EU and non-eu performances were partly influenced by Switzerland and Croatia becoming EU rather than non-eu nations on 1 July 2013. Stripping out this effect, the EU segment would have registered a 0.3% reduction, and the non-eu segment a 2.8% reduction. Regarding network development at Fiumicino airport, July saw the launch of a new Darwin Airlines flight to Bolzano (reopening of a route suspended in November 2012 that was operated by Air Alps) and an Alitalia flight to Djerba (seasonal flight), as well as stepped-up frequencies for flights by Aerolineas Argentinas to Buenos Aires, China Airlines to Taipei and Alitalia to Rio de Janeiro. Ciampino Traffic through to 31 July 2013 registered a 5.2% decrease in the number of passengers transported and an 11.9% fall in aircraft movements. The greater reduction in the number of movements is primarily due to the poor performance of the noncommercial component (down 16.9%), which includes general aviation flights, ferry and non-scheduled flights. In July, as in the previous summer months, the airport registered passenger growth of 5.2%, which was accompanied by an increase in seats available (up 2.2%), compared with a reduction in aircraft movements (down 12.5%). ADDITIONAL INFORMATION On 1 July 2013 ADR launched and publicly notified a call for tenders regarding the management of advertising activities at Rome's airport system. The procedure, open to all specialised operators of appropriate size and with a substantial presence in the international airport market, is aimed at selecting a party who will be responsible for the design, development, and operational and commercial management of the advertising spaces located at the international airports of Leonardo da Vinci in Fiumicino and Giovan Battista Pastine in Ciampino, under a long-term concession as of 1 January 2014. 16
On 3 July 2013, Alitalia presented its new strategic plan, regarding amongst other things, the redefinition of Alitalia and AirOne's short- and medium-haul offering, development of the intercontinental offering, and greater operational integration with the airports and rail transport services. The planned actions include re-hubbing at Fiumicino, with a significant increase in the number of aircraft based at the airport, to be launched next October with the 2013-2014 winter timetable. The financial requirements for implementation of the plan were confirmed, entailing the need for an increase of 55 million euros in the convertible shareholders' loan and a further increase in funding of 300 million euros, to be implemented by the end of December 2013. On 19 July 2013 ADR submitted a petition to the European Commission against application of the regional tax on aircraft noise (IRESA) by the Lazio region, requesting the Commission's intervention before the Italian authorities to obtain abolition, or at least radical modification, of the tax. In the event that the Italian authorities fail to give a firm undertaking to abolish the tax, the Commission was also requested to promptly launch an infringement procedure pursuant to art. 258 of the EU Treaty. In particular, ADR pointed out the "operating restriction" nature of the IRESA pursuant to Directive 2002/30/EC and various incompatibilities with EU legislation, which give rise to discriminatory and restrictive effects on the movements of aircraft, airport operators and passengers. Regarding the appeals lodged by Lufthansa (and others), Consorzio Airport Cargo (and others), Consulta (and others) against the ADR/Civil Aviation Authority Planning Agreement and the relative Prime Ministerial Decrees of approval, and following ADR's opposition to the special appeals previously made to the Head of State by the same appellants, Section 3.3 of the Lazio Regional Administrative Court scheduled a hearing to discuss the interlocutory application on 28 August 2013. For the appeal lodged by AICAI (and others), which was also allocated to Section 3.3, the hearing was scheduled for 29 August 2013. The administrative judge is also likely to merge these appeals at the relevant hearing scheduled for 18 December 2013, to deal with other similar appeals. OUTLOOK All official sources confirm continuation of the weakness of the Italian economy in 2013, and a slowdown in the main European markets. This economic situation is likely to influence traffic volumes in 2013, which are, however, constantly monitored by the Group in order to implement even more substantial responses, if levels of activity fall back even further, or the situations of specific carriers deteriorate. In particular, the short-term developments relating to the situation of Alitalia, which still gives rise for 17
great concern, will be carefully monitored regarding the financial position reported by the company itself. However, ADR will continue its strategy of developing relations with intercontinental carriers and destinations, especially in geographical areas with the highest growth potential. In parallel, ADR will seek to consolidate its short- and medium-haul offering to premium destinations, and the launch of new routes not currently served. Following approval of the Planning Agreement, the Group will increasingly focus on implementing the Investment Plan and improving service quality, while continuing to pay utmost attention to monitoring operating and financial performance and cost optimisation. In tandem with development of the new Infrastructure Plan, the ADR Group will continue its considerable efforts to drive efficiency improvements at its core business, by seeking to develop activities that are currently undervalued. For 2013, unless traffic performance deteriorates further or operations of major carriers are interrupted, operating performance (EBITDA) is expected to improve with respect to 2012, primarily in connection with the tariff increase applied on 9 March 2013 and greater financial commitments relating to investment growth, as well as the application of new regulations regarding payment terms. The manager responsible for financial reporting, Sandro Capparucci, hereby declares, pursuant to art. 154 bis, paragraph 2, of the Consolidated Law on Finance, that the accounting information contained in this document is consistent with the underlying accounting records. * * * This press release, and in particular the section entitled "Outlook", includes forecast statements. These statements are based on the Group's current expectations and projections relating to future events and are therefore, by nature, subject to risk and uncertainty. Actual results may differ significantly from those referred to in these statements due to many factors, including persistent volatility and further deterioration of capital and financial markets, fluctuations in commodity prices, changes in macroeconomic conditions and economic growth and other variations in business conditions, as well as changes to legislation and the institutional context, and many other factors, most of which are beyond the Group's control. * * * * * * 18
The Financial Statements for the six months ending 30 June 2013, approved by the Board of Directors of Gemina SpA, will be made available to the general public, together with the report of the independent auditing firm Reconta Ernst & Young, within the time limits laid down by law, at the Company's registered office in Fiumicino, Via dell Aeroporto di Fiumicino 320, and at Borsa Italiana SpA (the Italian Stock Exchange), as well as on the Company's website at www.gemina.it. The reclassified schedules containing key consolidated balance sheet and income statement data, which has not been audited, are attached. Contacts External Communications Massimiliano Paolucci Tel.: + 39 06/6595,24725 Mobile: + 39 335,382667 Email: pressoffice@adr.it 19
Consolidated income statement MILIONI DI EURO 1 SEM. 2013 1 SEM. 2012 (*) Δ Ricavi da gestione aeroportuale di cui: 301,2 258,6 42,6 ricavi aviation 203,0 151,1 51,9 ricavi non aviation 98,2 107,5 (9,3) Servizi di costruzione 8,9 7,6 1,3 Altri ricavi 3,2 2,3 0,9 TOTALE RICAVI 313,3 268,5 44,8 Consumi e altri costi operativi (92,9) (83,5) (9,4) Costi dei servizi di costruzione (7,2) (7,1) (0,1) VALORE AGGIUNTO 213,2 177,9 35,3 Costo del lavoro (57,0) (55,4) (1,6) MARGINE OPERATIVO LORDO 156,2 122,5 33,7 Ammortamenti (53,5) (53,4) (0,1) Accantonamenti al fondo rinnovo (38,4) (21,8) (16,6) RISULTATO OPERATIVO 64,3 47,3 17,0 Proventi (oneri) finanziari (34,5) (44,0) 9,5 RISULTATO DELLE ATTIVITÀ IN FUNZIONAMENTO PRIMA DELLE IMPOSTE 29,8 3,3 26,5 (Oneri) proventi fiscali (18,6) (11,1) (7,5) RISULTATO NETTO DELLE ATTIVITÀ IN FUNZIONAMENTO 11,2 (7,8) 19,0 Risultato da attività cessate/destinate alla vendita - 1,2 (1,2) Utile (perdita) del periodo 11,2 (6,6) 17,8 Utile (perdita) di terzi azionisti 1,3 0,8 0,5 UTILE (PERDITA) DEL GRUPPO 9,9 (7,4) 17,3 Utile (perdita) netto per azione: da attività in funzionamento 0,007 (0,006) 0,013 da attività cessate/destinate alla vendita - 0,001 (0,001) (*) i dati relativi al 1 sem. 2012 sono stati riesposti ai sensi dell IFRS 5 in relazione alla decisione di non cedere a terzi il business parcheggi 20
Consolidated balance sheet MILIONI DI EURO 30/06/2013 31/12/2012 ( ) Attività non correnti non finanziarie nette 3.184,1 3.227,7 (43,6) Capitale circolante netto 115,1 119,5 (4,4) Fondo di rinnovo (272,6) (267,6) (5,0) TFR e fondi rischi ed oneri (312,3) (314,6) 2,3 CAPITALE INVESTITO NETTO 2.714,3 2.765,0 (50,7) Finanziato da: Patrimonio netto 1.817,5 1.792,0 25,5 Indebitamento finanziario netto 896,8 973,0 (76,2) TOTALE 2.714,3 2.765,0 (50,7) ( ) i dati patrimoniali al 31 dicembre 2012 sono stati rideterminati in relazione all entrata in vigore dello IAS 19 revised 21
Analysis of consolidated net debt MILIONI DI EURO 30/06/2013 31/12/2012 ( ) a. cassa e disponibilità liquide equivalenti 115,2 397,7 (282,5) altri crediti attività finanziarie 26,5 45,7 (19,2) strumenti finanziari derivati - - - b. attività finanziarie correnti 26,5 45,7 (19,2) C. TOTALE ATTIVITÀ FINANZIARIE CORRENTI (A) + (B) 141,7 443,4 (301,7) D. ATTIVITÀ FINANZIARIE NON CORRENTI 0,5 9,6 (9,1) e. passività finanziarie correnti (13,9) (526,5) 512,6 f. strumenti finanziari derivati (0,5) (0,2) (0,3) G. TOTALE PASSIVITÀ FINANZIARIE CORRENTI (E)+(F) (14,4) (526,7) 512,3 h. debiti finanziari (283,1) (139,8) (143,3) i. obbligazioni in circolazione (614,9) (626,6) 11,7 l. strumenti finanziari derivati (126,6) (132,9) 6,3 M. TOTALE PASSIVITÀ FINANZIARIE NON CORRENTI (h)+(i)+(l) (1.024,6) (899,3) (125,3) INDEBITAMENTO FINANZIARIO NETTO (C)+(D)+(G)+(M) (896,8) (973,0) 76,2 di cui: attività finanziarie correnti nette (c)+(g) 127,3 (83,3) 210,6 ( ) ai fini di una migliore rappresentazione della situazione patrimoniale-finanziaria, il fair value dei derivati a medio/lungo termine è stato riclassificato dalle passività finanziarie correnti alle passività finanziarie non correnti 22
Statement of consolidated cash flows (IN MIGLIAIA DI EURO) 1 O SEM. 2013 1 O SEM. 2012 Utile (perdita) del periodo 11.176 (6.622) Ammortamento delle attività materiali e immateriali 53.479 53.342 Incremento (decremento) del TFR ed altri fondi 1.663 2.536 (Incremento) decremento delle imposte anticipate e/o differite (14.426) (8.790) Accantonamenti al fondo rinnovo impianti, inclusi oneri finanziari 45.651 27.886 Utile (perdita) operativo prima delle variazioni del capitale circolante (cash flow operativo - FFO) 97.543 68.352 (Incremento) decremento delle rimanenze dei lavori in corso su ordinazione 85 104 (Incremento) decremento dei crediti commerciali (34.389) 9.779 Incremento (decremento) dei debiti commerciali 30.453 1.992 Incremento (decremento) delle altre passività (attività) non finanziarie correnti 14.098 21.178 Totale variazioni del capitale circolante 10.247 33.053 Disponibilità liquide generate (assorbite) dalla gestione operativa 107.790 101.406 Rendiconto della gestione di investimento Investimenti aeroportuali e variazioni delle attività materiali e immateriali (50.684) (17.863) Variazioni altre voci non finanziarie dell'attivo e del passivo non corrente 40 (2.390) Disponibilità liquide generate (assorbite) dall attività di investimento (50.644) (20.253) Rendiconto della gestione finanziaria (Incremento) decremento dei crediti finanziari 19.111 (5.751) Incremento (decremento) dei debiti finanziari (10.197) (10.851) Accensione di debiti bancari a medio/lungo termine 156.000 - Rimborso di debiti bancari a medio/lungo termine (505.479) (70.918) Altre variazioni di patrimonio netto (incluso acquisto di azioni proprie) 867 (1.218) Disponibilità liquide generate (assorbite) dalla gestione finanziaria (339.698) (88.738) Incremento (decremento) netto delle disponibilità liquide (282.552) (7.585) Disponibilità liquide all inizio del periodo 397.742 180.196 Disponibilità liquide alla fine del periodo 115.190 172.611 Disponibilità liquide connesse ad attività operative disponibili per la vendita - (12.601) Disponibilità liquide delle attività in funzionamento 115.190 160.010 23