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Consolidated Half-Year Report at June 30, 2020

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Consolidated Half-Year Report at June 30, 2020 Consolidated Half-Year Report at June 30, 2020 Contents 4 Board of Directors 5 Board of Statutory Auditors 6 Interim Directors’ Report 33 Condensed Consolidated Half-Year Financial Statements Consolidated Balance Sheet Consolidated Income Statement Consolidated Comprehensive Income Statement Consolidated Cash Flow Statement Statement of Changes in Consolidated Shareholders’ Equity 39 Notes to the Condensed Consolidated Half-Year Financial Statements 98 Supplementary Statements Statement of changes in intangible assets Statement of changes in tangible assets Related party transactions 101 Independent Auditors’ Report 3 MILIONE S.p.A. Share capital: Euro 188,737.00 fully paid-in Registered office: viale G. Galilei No. 30/1 - 30173 Venice Venice REA No.: 418330 Venice Companies Registration Office, Tax and VAT No.: 03411340262 According to the Shareholder Register, at June 30, 2020, the share capital of Milione S.p.A was broken down as follows: % HELD INFRA HUB S.R.L. 43.9942 LEONE INFRASTRUCTURE S.R.L. 43.9942 SVILUPPO 87 S.R.L. 12.0079 CENTRO VACANZE PRA’ DELLE TORRI S.R.L. 0.0037 Board of Directors The Board of Directors appointed by the Shareholders’ Meeting of August 10, 2017 and in office at June 30, 2020 were: Name Office Enrico Marchi Chairman Hamish Macphail Massie Mackenzie Vice Chairman Athanasios Zoulovits Vice Chairman Fabio Battaggia Director Gregoire Parrical De Chammard Director Zeynep Lucchini Gilera Director (*) Francesco Lorenzoni Director Walter Manara Director Monica Scarpa Director (**) (*) Director co-opted by the Board of Directors in accordance with Article 2386 of the Civil Code on April 18, 2019 and confirmed by the Shareholders’ AGM of April 18, 2019. (*) Director co-opted by the Board of Directors in accordance with Article 2386 of the Civil Code on July 31, 2018 and confirmed by the Shareholders’ AGM of April 18, 2019. 4 Board of Statutory Auditors The Board of Statutory Auditors appointed by the Shareholders’ AGM of August 10, 2017 and in office at June 30, 2020 were: Name Office held Roberto Lonzar Chairman Nicola Broggi Statutory Auditor Paolo Caprotti Statutory Auditor Fabrizio Acerbis Alternate Auditor Michele Crisci Alternate Auditor Anna Masé Alternate Auditor Independent Audit Firm Deloitte & Touche S.p.A. (appointed by the Shareholders’ AGM of April 17, 2020) 5 Interim Directors’ Report 6 Consolidated Financial Highlights H1 2020 H1 2019 % Change 2019 (Euro millions) Revenue 39.7 109.3 -63.6% 240.4 EBITDA 2.3 52.5 -95.6% 124.3 EBIT (36.0) 16.7 -316.2% 48.5 Group Net Profit/(loss) (42.7) 3.0 -1526.5% 20.4 Fixed Capital Employed 1,649.9 1,633.8 1.0% 1,652.8 Net operating working capital (90.8) (143.3) -36.7% (95.0) Net capital employed 1,559.1 1,490.5 4.6% 1557.8 - Own funds 611.4 656.1 -6.8% 655.2 - Minority shareholders 8.7 10.5 -17.3% 10.6 SHAREHOLDERS’ EQUITY 620.1 666.7 -7.0% 665.8 NET FINANCIAL POSITION 939.0 823.8 14.0% 892.0 Venice-Treviso Airport System Passenger Nos. 1,838,205 6,927,688 -73.5% 14,816,325 For comparative purposes, the figures illustrated above and the financial statements are presented with the comparative balance sheet at December 31, 2019 and the H1 2019 income statement. A number of alternative performance indicators not governed by IFRS are utilised in this Consolidated Half-Year Report, as described in the dedicated paragraph of the Directors’ Report. 7 The Group The Milione Group was created as a result of the acquisition process completed on August 10, 2017 by the newly incorporated Milione S.p.A.. Following a reverse merger, completed on March 7, 2018, the newly incorporated Milione S.p.A. was integrated, together with the other entities within the same chain of control, by the subsidiary Agorà Investimenti S.p.A. which simultaneously took the name Milione S.p.A.. Milione S.p.A. (hereafter also the “Company” or “Milione” or “Parent Company”), previously Agora Investimenti S.p.A., holds a majority investment in SAVE S.p.A. – hereafter also “SAVE” –, an investment holding company which mainly operates through its subsidiaries in the airport management sector. The subsidiary directly manages Venice Marco Polo Airport and controls the management company of the Treviso Antonio Canova airport. Save in addition has significant holdings in the companies that manage Valerio Catullo di Verona Villafranca airport, Gabriele D’Annunzio di Montichiari (BS) airport and Charleroi (Belgium) airport, while also in companies operating in airport management related sectors. We report below the Group structure, indicating the main operating companies and the Group holding percentage. 8 Market performance Since January 2020, the domestic and international picture has been dominated by the spread of Co-Vid 19 (coronavirus) and the resulting restrictive containment measures implemented by the public authorities of the countries affected. On February 21, 2020, this emergency also began to affect Northern Italy, primarily the regions of Lombardy, Veneto and Emilia Romagna, after which it was extended to all Italy. On March 11, 2020, the World Health Organization announced that the coronavirus infection constituted a pandemic in view of the extent of its worldwide spread. By July 23, approx. 15 million people had been infected globally, of which 3.1 million in Europe and 245 thousand in Italy. Although the number of Covid-19 cases in Europe is dropping, the ECDC (European Centre for Diseases Prevention and Control) highlights that the pandemic is not over and that a sustained effort is required to ensure that social distancing and the other prevention measures continue to be observed. The strong measures adopted by the European countries collectively have reduced transmission and, by June 9, 2020, the 14-day average in the EU and the United Kingdom was down 80% from the April 9 peak. Against this backdrop, the main European and global governments, as indicated, introduced strict measures to contain the spread of the pandemic by limiting individual movements and introducing additional controls, including the closing of borders and/or mandatory quarantine periods, thereby restricting international movements. These circumstances - extraordinary in nature and extent - generated, particularly in the first half of the year, extremely significant direct and indirect impacts on air traffic, with nearly all traffic in Q2 2020 coming to a halt. 9 The graphs above highlight in July - against an easing of the prevention measures - a return of traffic in Europe, although well behind last year’s volumes. The situation therefore continues to be highly uncertain, with its future development and effects still not entirely foreseeable. The traffic of the Venice-Treviso System airports, in line with the European picture, saw a sharp decline (-73.5%) in the first half of 2020, while down -98.9% in Q2. Between March 15 and June 30, Venice airport continued to remain operative, although with traffic at close to zero, while Treviso was declared closed and shall remain so at least until ENAC’s next communication. In light of these unprecedented events, management drew up a plan of action to mitigate the impact, focused primarily on revising the investments planned for the year and on reducing operating costs not deemed indispensable, including through the introduction from March 16, in protection of employees, of the temporary lay-off scheme, involving 93% of the workforce from March 16 and the remainder from the end of March, in addition to a series of further measures to contain the effects of this situation across the 10 various Group companies and mainly through the renegotiation of contracts with the main suppliers. In addition, to protect the Group’s liquidity, the plan for investments in progress was suspended at the various managed airports in order to review their necessity in view of the altered environment and to consider their re-scheduling. Management during the period also successfully renegotiated with all Group lenders certain contractual clauses, including those regarding financial covenants on the Group’s consolidated figures, in view of the earnings and financial implications that this crisis has created and shall likely have on the Milione Group results. H1 significant events Reference should be made to the previous paragraph with regards to the effects of the Covid-19 pandemic on the airport sector and on the Milione Group companies. No particularly significant events occurred in the period regarding the Group’s organisational structure. 11 Consolidated Operational Overview In view of that outlined in the preceding paragraphs, comparison between the H1 2020 and H1 2019 figures was heavily impacted by the exceptional reduction in operating levels in the period, prompting a 63.6% decline in volumes. The Group consolidated reclassified income statement is reported below (in thousands of Euro): Period revenues totalled Euro 39.7 million - down 63.6% on H1 2019. They principally derive from Group operations at Venice and Treviso airports and are broken down as follows: As is evident, all revenue lines were impacted by the 73.5% drop in Venice-Treviso system traffic, resulting in - among other issues - the full closure of Treviso airport from March 14, 2020. Specifically: decline in aviation revenues of approx. Euro 49.6 million (-68.6%), slightly less than the decline in traffic, also due to the higher average tariff applied on the basis of the regulatory agreement and the reduced load factor. 12 drop in non-aviation revenues of approx. Euro 18.6 million (-63%); decrease of Euro 1.4 million for other revenues, which mainly includes Costs to be recharged, Capitalisations of Internal costs and revenues from minor companies. EBITDA amounted to Euro 2.3 million, compared to Euro 52.5 million in the first half of 2019.
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