Annual Report 2018 • 3 KEY FIGURES and GENERAL INFORMATION
Total Page:16
File Type:pdf, Size:1020Kb
Annual Report At December 31, 2018 Contents 2 Key figures and general information 3 The SEA Group 4 SEA Group structure and investments in other companies 6 Corporate Boards 7 2018 Key Financial Highlights & other indicators 9 Directors’ Report 2018 10 Significant events in 2018 12 Subsequent events 13 Economic overview 18 Regulatory framework 20 Operating and financial overview 20 Traffic data 21 Income Statement 25 Reclassified statement of financial position 27 Net financial position 27 Reconciliation between equity of the Parent and consolidated equity 28 Alternative performance indicators 29 SEA Group investments 31 Outlook 32 Operating performance - Sector analysis 33 Commercial Aviation 40 General Aviation 41 Energy 43 Risk Management Framework 50 Main disputes outstanding at December 31, 2018 56 Other information 56 Consolidated Non-Financial Report 56 Customer Care 57 The environmental dimension 58 Human resources 62 Corporate Governance System 67 Board of Directors’ proposals to the Shareholders’ Meeting 67 Shareholders’ Meeting Motions 68 SEA Group - Consolidated Annual Accounts 69 Financial Statements 75 Notes to the Consolidated Financial Statements 141 Auditors’ Report 146 SEA SpA - Separate Annual Accounts 147 Financial Statements 153 Notes to the Separate Financial Statements 223 Board of statutory auditors’ report to the shareholders’ meeting of SEA – Società Esercizi Aeroportuali S.p.A. 227 Auditors’ Report Key figures and general information KEY FIGURES AND GENERAL INFORMATION The SEA Group The SEA Group manages the Mal- diverse assortment of services with structures and areas dedi- pensa and Linate airports under a to meet the needs of all of the cated to business and shopping. 40-year agreement signed by SEA airport’s passengers. ◼ Milan Linate Prime, an airport and the Italian Civil Aviation Au- Terminal 2 is easyJet’s main managed by SEA Prime S.p.A., a thority in 2001. The Milan airport base of operations in Europe, subsidiary of SEA S.p.A.. Dedi- system consists of the following serving a broad network of des- cated to general aviation, it of- airports: tinations. Both terminals can be fers high added value services reached by train. and facilities. ◼ Milan Malpensa, Milan’s inter- ◼ Milan Malpensa Cargo, is the continental airport, consisting nerve centre of inbound and Finally, through SEA Energia SpA of two terminals. Terminal 1, outbound cargo distribution in (a wholly-owned subsidiary of SEA which was fully renovated fol- Italy. S.p.A.), the Group owns two co-gen- lowing the completion of the ◼ Milan Linate, primarily serves eration plant, mainly meeting the restyling of the Schengen area, frequent-flyers travelling to energy needs of the Linate and Mal- serves a wide range of domes- destinations in Italy and the EU. pensa airports, providing electricity, tic, international and interconti- Just 8 KM from Milan city cen- heat and district cooling. nental destinations and offers a tre, Linate is truly a city airport, Annual Report 2018 • 3 KEY FIGURES AND GENERAL INFORMATION SEA Group structure and investments in other companies DIRECT AND INDIRECT INVESTMENTS OF SEA SPA AT DECEMBER 31, 2018 SEA SpA Airport Commercial Other Management Utilities Activities Activities Handling SEA Prime SpA SEA Energia Dufrital SpA Romairport Srl Airport SpA Handling SpA 99.91% 100% 40% 0.23% 30% S.A.C.B.O. SpA Disma SpA SEA Services Malpensa Società Srl Logistica Aeroporto Europa SpA Civile di 18.75% 40% Bergamo 25% Orio al Serio 30.98% Signature Flight Support Italy Srl (*) Aeropuertos Argentina 39.96% 2000 SA 8.5% Controlling shareholding Associate Investment in other companies (*) Company held indirectly through SEA Prime SpA. It should be noted that: and the resulting dissolution of ◼ Consorzio Milano Sistema, of the trust that held the interest, which SEA SpA holds 10%, is in ◼ As a result of the sale of an addi- Airport Handling SpA once again liquidation. tional 40% stake in Airport Han- became classified as an associat- ◼ SEA SpA submitted a request dling and a corresponding share ed company measured according for withdrawal from SITA SC of the Financial Instruments of to the equity method in the con- which was effective as of Feb- Participation to dnata (July 2018) solidated financial statements. ruary 28, 2018. Annual Report 2018 • 4 KEY FIGURES AND GENERAL INFORMATION Share capital structure PUBLIC SHAREHOLDERS 8 entities/companies The share capital of SEA SpA Municipality of Milan(*) 54.81% amounts to Euro 27,500,000, Municipality of Busto Arsizio 0.06% comprising 250 million shares of a par value of Euro 0.11, of Other public shareholders 0.08% which 137,023,805 Class A shares, Total 54.95% 74,375,102 Class B shares and 38,601,093 other shares. The Class A shareholders upon PRIVATE SHAREHOLDERS divestment resulting in the loss of control must guarantee Class 2i Aeroporti SpA 36.39% B shareholders a right to co- F2i Sgr SpA (**) 8.62% sale. Class A shareholders have a pre-emption right on the sale of Other private shareholders 0.04% Class B shares. Total 45.05% At December 31, 2018, SEA does not hold treasury shares. The own- (*) Holder of Class A shares ership structure is as follows: (**) On behalf F2i – second Italian Fund for infrastructure 0.18% Other 8.62% F2i Sgr SpA 36.39% 54.81% 2i Aeroporti SpA Municipality of Milan On February 15, 2018, the shares designated “SEA 3 1/8 2014-2021” change, the Company qualified held by the Province of Varese were on April 17, 2014 and the admis- as a Public Interest Entity (PIE) as purchased by 2i Aeroporti SpA. sion to listing of the notes on the defined in Article 16, paragraph 1, regulated market organised and letter a) of Legislative Decree No. Following the issuance of the bond managed by the Irish Stock Ex- 39/2010. Annual Report 2018 • 5 KEY FIGURES AND GENERAL INFORMATION Corporate Boards Board of Directors (three-year period 2016/2018, appointed by the Shareholders’ Meeting of May 4, 2016) Chairperson Michaela Castelli * (1) Chief Executive Officer Armando Brunini** and General Manager Directors Salvatore Bragantini (2) (3) Stefano Mion (2) Susanna Stefani (2) Susanna Zucchelli (1) Board of Statutory Auditors (three-year period 2016/2018, appointed by the Shareholders’ Meeting of May 4, 2016) Chairperson Rosalba Cotroneo Statutory Auditors Rosalba Casiraghi Andrea Galli Paolo Giovanelli Giacinto Gaetano Sarubbi Alternate Auditors Anna Maria Allievi Andrea Cioccarelli Independent Audit Firm Deloitte & Touche SpA * Following Chairperson Pietro Modiano’s resignation on December 19, 2018, on December 20, 2018, the Board of Directors of SEA SpA appointed Michaela Castelli as the company’s Chairperson. ** The Board of Directors of SEA SpA named Armando Brunini CEO on January 8, 2019 and then also appointed him General Manager on January 16, 2019. On January 8, 2019, Armando Brunini announced his resignation from the position of Vice Chairperson. (1) Member of the Control, Risks and Sustainability Committee (2) Member of the Remuneration and Appointments Committee (3) Member of the Ethics Committee Annual Report 2018 • 6 KEY FIGURES AND GENERAL INFORMATION 2018 Key Financial Highlights & other indicators The key consolidated highlights tion of revenues from contracts traffic development, previous- from the financial statements are with a single commercial objec- ly classified as “other operating illustrated below. tive, entered into effect from Jan- costs”, are now classified as a re- uary 1, 2018. Application of this duction in revenues. For compara- The standard IFRS 15, which pro- Standard entails that commercial bility purposes, the 2017 figures vides for the combined recogni- incentives for airlines aimed at have been restated accordingly. OPERATING RESULTS (Euro thousands) 2018 2017 restated Change Revenues 713,145 676,541 36,604 EBITDA (1) 281,851 243,006 38,845 Operating Profit 189,469 127,890 61,579 Profit before taxes 187,396 118,116 69,280 Discontinued Operations profit/(loss) (2) 0 1,556 (1,556) Group Net Profit 136,076 84,070 52,006 (1) EBITDA is calculated as the difference between total revenues and total costs, excluding provisions and write-downs. (2) The line “Discontinued operations net result” from 2017 includes the net result of the company SEA Handling SpA in liquidation, as per IFRS 5. FINANCIAL DATA December 31, December 31, Change (Euro thousands) 2018 2017 Fixed assets (A) 1,317,673 1,319,249 (1,576) Net Working Capital (B) (230,897) (183,837) (47,060) Provisions for risks and charges (C) (167,861) (169,935) 2,074 Employee provisions (D) (46,214) (47,834) 1,620 Other non-current payables (E) (13,964) (17,588) 3,624 Net capital employed (A+B+C+D+E) 858,737 900,055 (41,318) Group Net Equity 459,101 391,154 67,947 Minority interest net equity 25 23 2 Net financial debt 399,611 508,878 (109,267) Total sources of financing 858,737 900,055 (41,318) (A) Fixed assets, including those falling under IFRIC 12, are expressed net of State and European Union contributions. At December 31, 2018, they amounted to Euro 505,226 thousand and Euro 7,019 thousand respectively (Euro 504,383 thousand and Euro 7,019 thousand respectively at December 31, 2017). Annual Report 2018 • 7 KEY FIGURES AND GENERAL INFORMATION INVESTMENTS December 31, December 31, Change (Euro thousand) 2018 2017 Tangible and intangible asset investments 63,980 72,140 (8,160) OTHER INDICATORS December 31, 2018 December 31, 2017 NFP/EBITDA 1.42 2.09 Employees at December 31 (HDC) 2,847 2,837 TRAFFIC (COMMERCIAL AND GENERAL AVIATION) Movements Passengers (1) Cargo (2) 2018 % vs