Quarterly Report • Jun 23, 2025
Quarterly Report
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This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 2
| Ownership of the Parent Company Aeroporto G. Marconi di Bologna S.p.A. | 4 |
|---|---|
| Board of Directors | 5 |
| Board of Statutory Auditors | 6 |
| Auditing Firm | 6 |
Directors' Report at September 30, 2023 7
| Consolidated Financial Statements at September 30, 2023 | 56 |
|---|---|
| Statement of Consolidated Financial Position |
57 |
| Consolidated Income Statement |
58 |
| Consolidated Statement of Comprehensive Income |
59 |
| Consolidated Cash Flow Statement |
60 |
| Statement of Changes in Consolidated Shareholders' Equity |
61 |
| Notes to the Consolidated Financial Statements at September 30, 2023 | 62 |
| Statement pursuant to Article 154-bis of the CFA | 107 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 3
Via Triumvirato, 84 - 40132 Bologna Bologna Economic and Administrative Register No.: 268716 Bologna Company Registration Office, Tax and VAT No.: 03145140376 Share capital: Euro 90,314,162.00 fully paid-in
According to the shareholder register and the notices received pursuant to Article 120 of Legislative Decree No. 58/98, the shareholders of the Parent Company, Aeroporto Guglielmo Marconi di Bologna S.p.A., with holdings of more than 5% were as follows at September 30, 2023:
| SHAREHOLDER | % Held |
|---|---|
| BOLOGNA CHAMBER OF COMMERCE | 39.10% |
| MUNDYS S.P.A. (EDIZIONE S.R.L.) | 29.38% |
| F2I FONDI ITALIANI PER LE INFRASTRUTTURE SGR SPA | 9.99% |
The following have been considered in presenting the Parent Company's ownership structure:
Interests held by the party reporting the holding, or by the party at the head of the chain of control of the holding
Interests deriving from notices submitted by shareholders or notices relating to significant shareholdings pursuant to Article 152 of the CONSOB Issuers' Regulation.
Furthermore, on August 2, 2021 the Bologna Chamber of Commerce, Municipality of Bologna, Metropolitan City of Bologna, Region of Emilia-Romagna, Modena Chamber of Commerce, Ferrara Chamber of Commerce (from April 6, 2023 Ferrara and Ravenna Chamber of Commerce), Reggio Emilia Chamber of Commerce and Parma Chamber of Commerce (*) entered into a new shareholder agreement governing certain rights and obligations in respect of the shareholder structure and corporate governance of Aeroporto Guglielmo Marconi di Bologna S.p.A.
This Shareholder Agreement, filed at the Bologna Companies Registration Office on August 5, 2021 sent to Consob on the same date and concludes on August 1, 2024, and includes provisions on voting and transfer restrictions, binding the following interests:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 4
| PUBLIC SHAREHOLDERS | % Share Capital subject to Voting Agreement |
|---|---|
| BOLOGNA CHAMBER OF COMMERCE | 39.10% |
| MUNICIPALITY OF BOLOGNA | 3.88% |
| METROPOLITAN CITY OF BOLOGNA | 2.31% |
| REGION OF EMILIA ROMAGNA | 2.04% |
| MODENA CHAMBER OF COMMERCE | 0.30% |
| FERRARA AND RAVENNA CHAMBER OF COMMERCE | 0.22% |
| REGGIO EMILIA CHAMBER OF COMMERCE | 0.15% |
| PARMA CHAMBER OF COMMERCE | 0.11% |
| PUBLIC SHAREHOLDERS | % Share Capital subject to |
|---|---|
| Transfer Restriction Agreement | |
| BOLOGNA CHAMBER OF COMMERCE | 37.5325326% |
| MUNICIPALITY OF BOLOGNA | 3.8477737% |
| METROPOLITAN CITY OF BOLOGNA | 2.2972543% |
| REGION OF EMILIA ROMAGNA | 2.0210297% |
| MODENA CHAMBER OF COMMERCE | 0.0835370% |
| FERRARA AND RAVENNA CHAMBER OF COMMERCE | 0.0627298% |
| REGGIO EMILIA CHAMBER OF COMMERCE | 0.0427747% |
| PARMA CHAMBER OF COMMERCE | 0.0314848% |
The Board of Directors, appointed by the Shareholders' Meeting of April 26, 2022 and in office until the approval date of the financial statements as at December 31, 2024 are:
| Name | Office |
|---|---|
| Enrico Postacchini | Chairperson |
| Nazareno Ventola | Chief Executive Officer (*) |
| Elena Leti | Director (B) |
| Giada Grandi | Director (A) |
| Sonia Bonfiglioli | Director (A) |
| Valerio Veronesi | Director |
| Alessio Montrella | Director |
| Giovanni Cavallaro | Director (B) |
| Laura Pascotto | Director (A) (B) |
(*) Chief Executive Officer and General Manager. He has also been appointed as Director responsible for the Internal Control and Risk Management System.
The Board of Statutory Auditors, appointed by the Shareholders' Meeting of April 26, 2022 and in office until the approval date of the financial statements as at December 31, 2024 are:
| Name | Office |
|---|---|
| Rosalba Cotroneo | Chairperson |
| Francesca Aielli | Statutory Auditor |
| Alessandro Bonura | Statutory Auditor |
| Sergio Graziosi | Alternate Auditor |
| Alessia Bastiani | Alternate Auditor |
EY S.p.a. was appointed as the auditing firm by the Shareholders' Meeting of May 20, 2015 for the financial years 2015-2023.
Directors' Report of Aeroporto Guglielmo Marconi di Bologna S.p.A. Group at September 30, 2023
Aeroporto Guglielmo Marconi di Bologna S.p.A. 7
| INTRODUCTION 10 | |
|---|---|
| 1 STRATEGIES AND RESULTS 13 | |
| 1.1 AIR TRANSPORT GENERAL SECTOR AND PERFORMANCE: G. MARCONI AIRPORT OVERVIEW AND |
|
| POSITIONING 13 | |
| 1.2 STRATEGIC OBJECTIVES 15 | |
| 1.3 SHARE PERFORMANCE 16 | |
| 2 KEY OPERATING RESULTS ANALYSIS 18 | |
| 2.1 AVIATION STRATEGIC BUSINESS UNIT 18 | |
| 2.1.1 AVIATION STRATEGIC BUSINESS UNIT: TRAFFIC DATA 18 | |
| 2.1.2 AVIATION STRATEGIC BUSINESS UNIT: FINANCIAL HIGHLIGHTS 21 | |
| 2.2 NON-AVIATION STRATEGIC BUSINESS UNIT 22 | |
| 2.2.1 NON-AVIATION STRATEGIC BUSINESS UNIT: FINANCIAL HIGHLIGHTS 22 | |
| 2.3 STRATEGIC BUSINESS UNIT OTHER 24 | |
| 2.3.1 STRATEGIC BUSINESS UNIT OTHER: FINANCIAL HIGHLIGHTS 24 | |
| 3 ANALYSIS OF THE OPERATING RESULTS, FINANCIAL POSITION AND CASH FLOWS 25 | |
| 3.1 CONSOLIDATED OPERATING RESULTS ANALYSIS 25 | |
| 3.2 CASH FLOW ANALYSIS 28 | |
| 3.3 FINANCIAL POSITION ANALYSIS 31 | |
| 3.4 KEY INDICATORS 32 | |
| 3.5 INVESTMENTS 32 | |
| 3.6 PERSONNEL 34 | |
| 3.7 KEY INFORMATION ON THE SUBSIDIARIES' PERFORMANCES 36 | |
| 4 MAIN NON-FINANCIAL RESULTS ANALYSIS 37 | |
| 4.1 SUSTAINABILITY 37 | |
| 4.2 QUALITY 38 | |
| 5 REGULATORY FRAMEWORK 39 | |
| 5.1 REGULATORY AGREEMENT AND TARIFF DYNAMIC FOR 2023-2026 39 | |
| 5.2 FIRE PREVENTION FUND 39 | |
| 6 DISPUTES 41 | |
| 6.1 FIRE PREVENTION FUND 41 | |
| 6.2 TAX APPEAL AGAINST THE TAX AGENCY - PROVINCIAL OFFICE 42 | |
| 6.3 FFM CUSTOMS DISPUTE 43 | |
| 6.4 TENDER CONTRACT - TERMINATION FOR DAMAGES 45 |
| 7 MAIN RISKS AND UNCERTAINTIES 46 | |
|---|---|
| 8 ALTERNATIVE PERFORMANCE INDICATORS 53 | |
| 9 GUARANTEES PROVIDED 54 | |
| 10 SUBSEQUENT EVENTS AND BUSINESS OUTLOOK 54 |
This report, accompanying the interim Condensed Consolidated Financial Statements of the Aeroporto Guglielmo Marconi di Bologna Group (hereinafter also the "Aeroporto Group", "Aeroporto" or "AdB") for the period ended September 30, 2023, in presenting the Group's performance indirectly analyses also the performance of the Parent Company, Aeroporto Guglielmo Marconi di Bologna S.p.A., the holder of the concession for the full management of Bologna Airport, i.e. Full Management Concession No. 98 of July 12, 2004 and subsequent Additional Deeds, approved by Decree of the Ministry of Transport and Infrastructure and of the Economy and Finance of March 15, 2006, with a term of 40 years starting on December 28, 2004. Given the drastic drop in traffic at Italy's airports due to COVID-19, Article 102, Paragraph 1-bis of Decree-Law No. 34 of May 19 (Relaunch Decree), converted into Law No. 77 of July 17, 2020, extended the duration of airport concessions by two years in order to cushion the consequent economic blow. Given the direct applicability of the above law, Bologna Airport's concession is extended to December 2046.
The Group's structure at September 30, 2023 and a brief description of the type and businesses of its subsidiaries is presented below:

The amounts in the tables in this Directors' Report are in thousands of Euro, whereas those in the comments are in millions of Euro, unless otherwise indicated. The data is from internal Parent Company sources unless otherwise indicated.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 10
Airport business may be divided into aviation and non-aviation activities. Aviation activities primarily consist of managing, maintaining and developing airports, which also includes security checks and surveillance, as well as aviation services for passengers, other users and airport operators and marketing activities to develop passenger and cargo traffic. Non-aviation activities primarily consist of developing airport real estate and commercial potential.
Based on the nature of operations, the Group manages the airport through the following Strategic Business Units (SBU's):
The Aviation SBU's main activities involve managing and developing airport infrastructure and in particular of:
Consideration for such services takes the form of airport charges of the following types paid by airlines, airport operators and passengers:
The Aviation SBU's other major revenue sources are:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 11
The Non-Aviation SBU's main activities relate to parking management, retail sub-concessions, advertising, services for passengers and real estate management.
Bologna airport's directly operated paid parking areas offer approximately 5,000 car parking spaces, located in three parking areas: the first close to the terminal, the second close to airport grounds and the third located at approx. 1.5 KM away.
Bologna airport's retail offerings include internationally recognised brands with local ties and some of the leading local, domestic and international retail and catering chains. The shopping area extends over approximately 4,215 m² and includes 34 shops. The latest airport upgrade developed the Duty-free areas – one of the SBU's main revenue sources.
Advertising is managed using digital and large-format back-lit displays located in areas of the terminal's interior and exterior where the advertisements are highly visible. Campaigns involving the personalisation of particular areas or furnishings located in the airport are sometimes conducted.
Passenger services include a business lounge operated directly by the Parent Company. The Marconi Business Lounge (MBL) is an exclusive, comfortable environment used mostly by business passengers travelling with the major legacy carriers. The "You First" service provides arriving and departing passengers with access to exclusive services such as check-in and baggage collection assistance, porterage, gate assistance and priority boarding.
Among the other services offered to passengers is car hire: 12 rental companies offer a total of 19 specialised brands, with a total of 490 vehicle spaces available for their fleets.
Real estate activity is divided into two general areas: sub-concession revenues for aviation-related commercial activities, above all express couriers, and sub-concession revenues for handling services, which are subject to regulated tariffs.
The total commercial premises under sub-concession extend to over 100,000 square metres, of which over 75,000 square metres of offices, warehouses, technical service areas and hangars and approximately 30,000 square metres of outdoor space used for parking operating vehicles, manoeuvring in loading and loading areas and aircraft refuelling vehicle areas.
The restrictive monetary policies of the major advanced economies, the slowdown in Chinese economic output (also due to the real estate crisis) and the international tensions stemming from the continuation of the war in Ukraine and heightened by the recent terrorist attacks in Israel, are a drag on the global economic outlook. According to the IMF's forecasts published in October, global GDP growth is expected to decline to an average over the 2023-2024 two-year period of sightly under 3% (from 3.5% in 2022), with downside risks mainly stemming from the sluggish sale of goods, which impacts upon international trade prospects, and rising energy prices, which have begun to rise once again. According to the Bank of Italy, the Eurozone GDP stagnation emerging in 2022 has continued. It reflects tighter lending conditions and the impacts of high inflation on household purchasing power. Both manufacturing and services output remain weak, with signs of labour market cooling also emerging. In Italy, according to the Bank of Italy's estimates and assessments, the phase of weakened output has continued beyond the second quarter of 2023, extending both to manufacturing and services. Domestic demand remains weak, reflecting tighter lending conditions, the erosion of household income due to inflation and a less vibrant labour market. Exports have been impacted by slack global demand and Eurozone economic activity levels.
Consumer and core inflation in Europe in September declined to 4.3% and to 4.5% respectively. The decrease in consumer prices, according to the ECB, was driven by reduced inflation for the main basket of goods and services items, supporting a marked decline in prices in 2024 (to 3.2%) and in 2025 (to 2.1%). Long-term inflationary expectations based on the markets therefore remain in line with the price stability objective. Core inflation however, although declining, remains high in view of the acceleration of the prices of a number of regulated components or those typically linked to past inflation trends.
The price of oil (Brent quality) rose to approx. USD 90 per barrel in early October (from nearly USD 75 at the beginning of July). The increase reflects the production cuts by the OPEC+ countries (over one million barrels per day) and the voluntary supply reduction by Saudi Arabia and Russia (1.3 million barrels per day). The risk of rising prices may stem from the escalation of tensions in the Middle East. The price of natural gas for the European markets (Title Transfer Facility, TTF) rose to approx. Euro 40 per megawatt hour at the beginning of October, from slightly under Euro 35 at the beginning of July. This trend reflects the usual seasonal dynamics as the winter approaches, but also the fears of disruption to global liquefied natural gas supplies caused by strikes at a number of production sites in Australia. Although storage facilities in the European Union are reaching maximum capacity, risks of higher gas prices over the coming months remain due to the uncertainty stemming from the rising geopolitical tensions on the one hand, and the recovery of European and Asian demand for industrial uses and potential higher consumption on the other, should the coming winter be harsher than normal. Weak global demand and in particular the slowdown in China place downward pressure on industrial metal and agricultural commodity prices. Contrary to the trend of the general index, rice prices have been on the rise due to export restrictions from India. Thanks to increased supply from Russia, the increasing grain prices seen in July have settled back after the conclusion of the agreement between the latter and Ukraine to allow exports from the Ukrainian ports. (Source: Bank of Italy Economic Bulletin, October 2023).
Against this backdrop, the IATA reports that passenger traffic in the first nine months of 2023 has recovered well, continuing to indicate the full recovery of pre-pandemic domestic traffic, which remains resilient. Global passenger traffic in September was 2.7% under pre-COVID numbers, while however seeing uneven developments. Domestic traffic is driving the recovery - up 5.0% on 2019 - while international traffic remains 6.9% lower than 2019, although benefiting from the reopening recovery following the lifting of movement restrictions, particularly in Asia-Pacific, in addition to demand seasonality. Furthermore, the IATA underlines that, based on predictive sales statistics, although the overall recovery for the coming months shall also be driven by strong international traffic - offsetting a slowdown in the recovery of domestic traffic - expectations
Aeroporto Guglielmo Marconi di Bologna S.p.A. 13
remain cautious in the face of the potential challenges within the current environment. September's global cargo traffic is up on the same month of 2022 (+1.9%), reflecting a particularly poor comparative month and the second increase since February 2022. The cargo segment, however, although impacted by the cooling of demand during the period under analysis, has demonstrated resilience and continues its slow recovery and readjustment phase after the period of strong growth in 2021. Cargo transport was therefore affected by the general economic and current geopolitical conditions, particularly in view of the slowing global economy, linked to (i) supply chain pressures due to the ongoing Russia-Ukraine conflict and (ii) the uncertain general economic conditions affecting consumer decision-making, despite the easing of inflation and the recovery of international trade. (Source: IATA, Air Passenger and Air Freight Market Analysis, September 2023).
European passenger traffic in the first nine months of 2023 was 5.9% lower than 2019, while steadily recovering since the beginning of the year and benefiting from a positive seasonal effect, despite the above indicated factors regarding the global economic slowdown. Cargo traffic was down 11.2% on 2019, worsening due to the general economic and geopolitical environment (Source: ACI Europe, October 2023).
Italian passenger numbers continued to recover on pre-pandemic levels again in the first nine months of 2023, reporting a substantial volume recovery on 2019 (+1.6%), driven by the strong domestic traffic performance. In September, passenger traffic was up 4.8% on the 2019 level. Cargo traffic in the first nine months was however 1.6% lower than 2019 domestically (Source: Assaeroporti and Aeroporti 2030, October 2023).
Bologna Airport reports substantially improved passenger traffic in the first nine months of 2023 compared to pre-pandemic levels (+7.5% on the first nine months of 2019). A two-speed recovery is confirmed, driven by the major improvement for domestic traffic (+26.5% vs 2019), while international traffic was still 2.5% lower than the same period of 2019, with the traffic mix featuring a 68.7% contribution from the low-cost carriers. In the first nine months of 2023, Bologna Airport ranked seventh in Italy by number of passengers and third by cargo volume transported (Source: Assaeroporti and Aeroporti2030, October 2023).
The Group's strategic objectives which underlie the development of all operations are outlined below.
The Group seeks to maintain a varied range of flight offerings suited to various types of users by adding to the number of airlines operating out of the airport, while continuing to maintain good margins also on the new traffic generated. In terms of traffic development, the Group targets the adding of routes, with the introduction of new Eastern and long-haul destinations, while boosting frequencies to existing destinations. The Group also focuses on improving airport accessibility, through the development of ground connections and the expansion of its catchment area.
The investments outlined in the Master Plan and Regulatory Agreement are fundamental to the development of the Group's business. The strategy in question calls for an efficient use of the existing infrastructure's capacity and modular implementation of new investments to ensure that infrastructure capacity keeps pace with expected traffic development. The passenger terminal expansion project is a key part of the infrastructure development plan, permitting the development of - in particular - the boarding gates area, in addition to extending dedicated commercial space.
This project is complemented by targeted work to increase the capacity of some specific subsystems, such as security and passport controls.
The Group is focused on ensuring the constant improvement of the services offered to airport users in its fields of operation, both directly and indirectly, while also constantly improving its standards of security, quality and respect for the environment. In order to support and improve all aspects of operations and generate Customer loyalty, the Group considers it key to develop a culture of innovation which revolves around the installation of technology that facilitates greater interaction with passengers and optimises the airport travelling experience.
The Group is committed to all aspects of sustainability, ranging from those of an environmental nature to compliance with ethical and social principles, in view of the important role which Bologna airport plays as a vital hub for the region. The Group also strives to develop those who work at the Airport and build an organisation which responds to the evolving demands of the market and which supports the individual in their work.
The Group has furthermore identified two overarching guidelines to the strategic objectives identified above which are viewed as a touchpoint for company operations:
The Group is focused on consistently improving the financial performance and on ensuring an adequate return for shareholders.
The Group aims to improve the efficiency and efficacy of its processes and internal structure, with a view to improving company performance and development, while paying increasing attention to sustainability in its environmental, social and governance components.
AdB's shares began trading on the STAR segment of the Milan Stock Exchange on July 14, 2015.
The following graphs present:
On September 30, 2023, the official share price was Euro 8.28 per share, resulting in an AdB Group market capitalisation of approximately Euro 299 million at that date.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 16


AdB share performance – prices and volumes (01/01/2023-30/09/2023)

The AdB share price and volumes in the most recent three-year period were heavily impacted by the COVID-19 health emergency.
In the first nine months of 2023, AdB's share price remained essentially stable, slightly recovering from April, while seeing a peak in mid-February as market trading volumes increased. After a brief decline between the end of February and March, the share has recovered, reflecting the market confidence, particularly with the global pandemic behind us and the first signs of inflation easing, which was followed by a stabilisation phase. The AdB share price is now substantially in line with the beginning of the second half of 2022, which was followed by a period featuring a general lack of market confidence in view of the significant raw material price inflation.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 17
The first nine months of 2023 in fact saw a gradual recovery of traffic volumes. The first three months were again impacted by demand seasonality and the general economic and geopolitical uncertainties. However, the beginning of the Summer Season '23 indicated the full recovery of pre-pandemic levels, with all-time monthly traffic records reported for the airport.
During the first nine months of the year, the airport recorded a total of 7,716,841 passengers, an increase on the first nine months of 2022 (+18.7%), which was shaped by the Omicron variant outbreak and Russia's aggression towards Ukraine, with 60,161 movements (+10.9%) and 37,783 tonnes of cargo transported (- 6.7%). The airport also saw a 7.5% passenger traffic increase on 2019, with July representing a record month for the airport, thereby officially putting the COVID "black period" behind us. Movements however were still 2.2% lower, while cargo traffic was 4% higher. The average load factor increased from 78.8% in the first nine months of 2022 to 83.3% in the first nine months of 2023. The average aircraft load also increased on the first nine months of 2019 (81.9%).

| January-September 2023 |
January-September 2022 |
Change % 2023-2022 |
January-September 2019 |
Change % 2023-2019 |
|
|---|---|---|---|---|---|
| Passengers | 7,716,841 | 6,498,592 | 18.7% | 7,175,435 | 7.5% |
| Movements | 60,161 | 54,270 | 10.9% | 58,844 | 2.2% |
| Tonnage | 4,186,432 | 3,708,016 | 12.9% | 3,864,679 | 8.3% |
| Cargo | 37,783,053 | 40,484,261 | (6.7%) | 36,336,775 | 4.0% |
Data includes General Aviation and transits
| Passenger traffic breakdown | January September 2023 |
% of total |
January September 2022 |
% of total |
January September 2019 |
% of total |
Change % 23-22 |
Change % 23-19 |
|---|---|---|---|---|---|---|---|---|
| Legacy | 2,365,411 | 30.7% | 1,718,490 | 26.4% | 2,918,751 | 40.7% | 37.6% | (19.0%) |
| Low-cost | 5,302,991 | 68.7% | 4,743,064 | 73.0% | 4,133,751 | 57.6% | 11.8% | 28.3% |
| Charter | 35,968 | 0.5% | 21,435 | 0.3% | 103,847 | 1.4% | 67.8% | (65.4%) |
| Transits | 4,620 | 0.1% | 7,264 | 0.1% | 12,307 | 0.2% | (36.4%) | (62.5%) |
| Total Commercial Aviation | 7,708,990 | 99.9% | 6,490,253 | 99.9% | 7,168,656 | 99.9% | 18.8% | 7.5% |
| General Aviation | 7,851 | 0.1% | 8,339 | 0.1% | 6,779 | 0.1% | (5.9%) | 15.8% |
| Total | 7,716,841 | 100.0% | 6,498,592 | 100.0% | 7,175,435 | 100.0% | 18.7% | 7.5% |
Low-cost traffic saw increased volumes compared to 2019 (+28.3%), whereas legacy traffic saw a slower recovery (-19.0% compared to 2019) and a contraction in movements on 2019, despite a recovering aircraft load factor. These different growth trends altered the traffic mix, resulting in an increase in the share of lowcost traffic, which offers lower margins, from 57.6% in the first nine months of 2019 to 68.7% for 2023.
Although international traffic over the last three years has been impacted by the significant slowdowns related to continued partial restrictions on the movement of people between countries, in addition to the unstable general economic and geopolitical environment, from summer 2022 a significant recovery on 2019 was evident, reflecting the benefit from "revenge tourism" as a result of the lifting of movement restrictions.
The domestic segment recovered quicker, with passengers on domestic flights exceeding pre-pandemic levels (+26.5% on 2019), while the international segment continues to be impacted by the current general economic and geopolitical uncertainties, although exceeding 2019's levels (+2.5%).
| Passenger traffic breakdown |
January September 2023 |
% of total | January September 2022 |
% of total |
January-September 2019 |
% of total |
Change % 23-22 |
Change % 23-19 |
|---|---|---|---|---|---|---|---|---|
| Domestic | 1,894,302 | 24.5% | 1,736,818 | 26.7% | 1,497,138 | 20.9% | 9.1% | 26.5% |
| International | 5,814,688 | 75.4% | 4,753,435 | 73.1% | 5,671,518 | 79.0% | 22.3% | 2.5% |
| Total Commercial Aviation |
7,708,990 | 99.9% | 6,490,253 | 99.9% | 7,168,656 | 99.9% | 18.8% | 7.5% |
| General Aviation | 7,851 | 0.1% | 8,339 | 0.1% | 6,779 | 0.1% | (5.9%) | 15.8% |
| Total | 7,716,841 | 100.0% | 6,498,592 | 100.0% | 7,175,435 | 100.0% | 18.7% | 7.5% |
Despite the partial limitations on international travel again in the winter season, especially to and from East Asia, six of the top ten destinations were overseas cities, with Barcelona the most popular with approximately 336 thousand passengers.
| Main passenger traffic routes | January-September 2023 |
January-September 2022 |
Change % 2023-2022 |
January-September 2019 |
Change % 2023-2019 |
|---|---|---|---|---|---|
| Catania | 463,725 | 421,845 | 9.9% | 305,237 | 51.9% |
| Barcelona | 336,332 | 285,007 | 18.0% | 296,094 | 13.6% |
| Palermo | 239,116 | 277,381 | (13.8%) | 202,517 | 18.1% |
| Paris CDG | 214,650 | 199,811 | 7.4% | 227,961 | (5.8%) |
| Tirana | 214,078 | 145,607 | 47.0% | 119,416 | 79.3% |
| Madrid | 206,070 | 210,307 | (2.0%) | 226,359 | (9.0%) |
| London LHR | 190,529 | 145,621 | 30.8% | 237,392 | (19.7%) |
| Istanbul | 184,045 | 130,588 | 40.9% | 149,354 | 23.2% |
| Brindisi | 183,708 | 163,981 | 12.0% | 143,904 | 27.7% |
| Frankfurt | 182,812 | 135,884 | 34.5% | 244,194 | (25.1%) |
Passenger traffic including transits
| (in KG) | January-September 2023 |
January-September 2022 |
Change % 2023-2022 |
January-September 2019 |
Change % 2023-2019 |
|---|---|---|---|---|---|
| Air cargo of which | 30,479,891 | 31,419,676 | (3.0%) | 28,346,057 | 7.5% |
| Cargo | 30,479,585 | 31,372,231 | (2.8%) | 28,323,925 | 7.6% |
| 306 | 47,445 | (99.4%) | 22,132 | (98.6%) | |
| Road cargo | 7,303,162 | 9,064,585 | (19.4%) | 7,990,718 | (8.6%) |
| Total | 37,783,053 | 40,484,261 | (6.7%) | 36,336,775 | 4.0% |
Cargo traffic in the first nine months of 2023 reports cargo and mail traffic at Bologna of 37,783,053 Kg, decreasing 6.7% on 2022. This result reflects the significant degree of uncertainty in the entire global cargo segment, due to the challenging international and economic situation related to the continuing war in Ukraine and the recent macroeconomic and financial tensions, although some signs of recovery emerged at the end of September.
An overall increase in cargo traffic of 4.0% is reported for the first nine months of 2023 compared to the same period of 2019.
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Total change vs 2022 |
% change vs 2022 |
For the nine months ended 30.09.2019 |
% Change |
|---|---|---|---|---|---|---|
| Passenger Revenues | 43,450 | 36,576 | 6,874 | 18.8% | 45,908 | -5.4% |
| Carrier Revenues | 22,886 | 20,427 | 2,459 | 12.0% | 19,547 | 17.1% |
| Airport Operator Revenues | 3,151 | 3,881 | (730) | -18.8% | 2,757 | 14.3% |
| Traffic Incentives | (21,945) | (20,762) | (1,183) | 5.7% | (19,568) | 12.1% |
| Revenues from Construction Services |
15,474 | 8,703 | 6,771 | 77.8% | 9,881 | 56.6% |
| Other revenues | 1,308 | 1,061 | 247 | 23.3% | 1,127 | 16.1% |
| Aeronautical and FSC Revenue Reduction |
(82) | (2) | (80) | n.a. | 0 | n.a. |
| Total AVIATION SBU Revenues | 64,242 | 49,884 | 14,358 | 28.8% | 59,652 | 7.7% |
The Aviation Strategic Business Unit's revenues consist of fees paid by users (passengers and airlines) and airport operators for the use of the infrastructure and services provided on an exclusive basis by the Group for landing, take-off, lighting, aircraft parking and passenger and cargo operations, in addition to centralised infrastructure and exclusive-use premises.
Given the public utility aspect of airport services, airport charges are regulated by both national and EU legislation. The new regulations and implementation measures – including the models approved by the Transport Regulation Authority – require that changes to the system or amount of airport fees be made with the consent, on the one hand, of the airport manager, and of the airport's users on the other.
Revenues in the first nine months of 2023 were up on both 2022 and on 2019. The growth on 2022 stems from the traffic volumes reported, and significantly also from the increased investment in Concession Rights, which increased also on 2019.
Group revenues from the Aviation Strategic Business Unit were up 28.8% overall on 2022 and down 7.7% on 2019. The individual accounts broke down as follows:
Incentives: the movement in incentives (+5.7% on 2022 and +12.1% on 2019) relates to the incentivised traffic performance;
Revenues from Construction Services: the increase in this item (+77.8% on 2022 and +56.6% on 2019) is linked to the greater capex.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Total change vs 2022 |
% change vs 2022 |
For the nine months ended 30.09.2019 |
% Change |
|---|---|---|---|---|---|---|
| Retail and Advertising | 13,811 | 10,980 | 2,831 | 25.8% | 11,677 | 18.3% |
| Parking | 15,120 | 11,909 | 3,211 | 27.0% | 12,899 | 17.2% |
| Real Estate | 2,248 | 2,235 | 13 | 0.6% | 1,831 | 22.8% |
| Passenger services | 5,667 | 4,344 | 1,323 | 30.5% | 4,731 | 19.8% |
| Revenues from Construction Services | 1,334 | 594 | 740 | 124.6% | 1,434 | -7.0% |
| Other revenues | 2,293 | 1,958 | 335 | 17.1% | 2,246 | 2.1% |
| Non-Aeronautical and FSC Revenue Reduction |
0 | 0 | 0 | n.a. | 0 | n.a. |
| Total NON AVIATION SBU Revenues | 40,473 | 32,020 | 8,453 | 26.4% | 34,818 | 16.2% |
total non-aviation business revenues in the period increased 26.4% on 2022 and 16.2% on 2019.
The individual areas of this business unit performed as follows.
Performance in this revenue category (+25.8% on 2022 and +18.3% on 2019) is mainly tied to traffic, based on the contract terms in effect beginning in 2021, mainly retail and some advertising agreements, according to which fees vary on the basis of traffic levels compared to 2019. The good Duty Free and food & beverage segment performances were driven by the traffic numbers compared to both 2022 and 2019. The advertising sector recovery also contributed to the growth on 2022, although remaining under 2019 levels.
The movements in parking and rail access revenues (+27% on 2022 and +17.2% on 2019) are also strictly tied to the trend in traffic volumes, in addition to a new sales strategy which led to improved performance.
The increase in Real Estate revenues on 2019 was mainly due to a new sub-concession agreement related to new areas delivered from June 2021. The slight increase on 2022 derives from the revaluation of contracts and from new operators.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 22
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
In the first nine months of 2023, passenger services posted growth of 30.5% on 2022 and of 19.8% on 2019, attributable both to premium services (i.e. lounge and accessory services) and to car hires. The performance of the individual businesses is described below.
In the January-September 2023 period, this business posted an increase in revenues on 2022 due to the growth in traffic and in the share of departing passengers. Although volumes are still under 2019 levels as business traffic has not fully recovered, the inflationary effect on the tariff resulted in increased revenues on 2019.
Car hire revenues were up both on 2022 and on 2019. This was driven by the comprehensive renegotiation of contracts within the entire segment, resulting in higher space sub-licensing charges and increasing the royalty percentage of the manager.
The strong results stem also from the increased number of car hire companies at the airport, which was matched by an increased offer from the commercial brands.
The movement in this item (+124.6% on 2022 and -7% on 2019) relates to investments in the business unit compared to the same period in previous years.
The increase in other revenues on 2022 (+17.1%) is mainly attributable to the increased maintenance on the vehicles of airport operators and the penalties resulting from the delays in executing the lot III aircraft apron construction works.
Compared to 2019 (+2.1%) the increase derives from the sale of de-icing fluid (in the same period of 2019 the new management of fluid, acquired and managed by AdB and sold to the service handler to undertake the service was not yet present), from the extraordinary contribution to partially offset the increased charges incurred for electricity and natural gas acquired and actually utilised (received as a non-energy intensive and non-gas intensive enterprise which has seen an increase of greater than 30% in the corresponding average price against the same quarter of 2019), accruing in the first and second quarter of 2023, from the accrual of the contribution for the ITAIR-ISAC-funded project for the creation of a shared cyber-security risk centre in collaboration with Assaeroporti, as it was concluded and reported, and from the application of the above penalties.
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Total change vs 2022 |
% change vs 2022 |
For the nine months ended 30.09.2019 |
% Change |
|---|---|---|---|---|---|---|
| Retail and Advertising | 0 | 0 | 0 | n.a. | 0 | n.a. |
| Parking | 0 | 0 | 0 | n.a. | 0 | n.a. |
| Real Estate | 0 | 0 | 0 | n.a. | 0 | n.a. |
| Passenger services | 0 | 0 | 0 | n.a. | 0 | n.a. |
| Revenues from Construction Services | 0 | 0 | 0 | n.a. | 0 | n.a. |
| Other revenues | 0 | 21,137 | (21,137) | n.a. | 0 | n.a. |
| Total OTHER SBU Revenues | 0 | 21,137 | (21,137) | n.a. | 0 | n.a. |
The account "Business Unit Other" residually includes those businesses not directly attributable to the identified segments.
The significant amount for the first nine months of 2022 is due to the contribution from the compensation fund established under Italian law No. 178 of December 30, 2020 (the 2021 Budget Law), enacted by Decree of the Ministry for Infrastructure and Sustainable Mobility, in concert with the Ministry for the Economy and Finance, of November 25, 2021, for the coverage of losses caused by the pandemic during the period March 1 to June 30, 2020. The amount granted to the Group as compensation for damages was Euro 21,137 thousand, of which Euro 20,903 thousand related to the Parent Company and Euro 234 thousand to the subsidiary TAG Bologna S.r.l.
The Group decided not to allocate this component of income to the individual operating segments so as not to alter the presentation of the business units' performance for the period.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Total change vs 2022 |
% change vs 2022 |
For the nine months ended 30.09.2019 |
% change vs 2019 |
|---|---|---|---|---|---|---|
| Revenues from aeronautical services | 47,657 | 40,347 | 7,310 | 18.1% | 48,890 | -2.5% |
| Revenues from non-aeronautical services | 39,168 | 31,506 | 7,662 | 24.3% | 33,502 | 16.9% |
| Revenues from construction services | 16,808 | 9,296 | 7,512 | 80.8% | 11,315 | 48.5% |
| Other operating revenues and income | 1,082 | 21,892 (20,810) | -95.1% | 763 | 41.8% | |
| REVENUES | 104,715 | 103,041 | 1,674 | 1.6% | 94,470 | 10.8% |
| Consumables and goods | (2,581) | (3,118) | 537 | -17.2% | (1,590) | 62.3% |
| Service costs | (18,182) | (15,745) | (2,437) | 15.5% | (14,992) | 21.3% |
| Construction service costs | (16,007) | (8,854) | (7,153) | 80.8% | (10,776) | 48.5% |
| Leases, rentals and other costs | (7,987) | (6,240) | (1,747) | 28.0% | (6,499) | 22.9% |
| Other operating charges | (2,944) | (2,306) | (638) | 27.7% | (2,426) | 21.4% |
| Personnel costs | (22,983) | (20,047) | (2,936) | 14.6% | (21,958) | 4.7% |
| COSTS | (70,684) | (56,310) | (14,374) | 25.5% | (58,241) | 21.4% |
| GROSS OPERATING PROFIT/(LOSS) (EBITDA) | 34,031 | 46,731 (12,700) | -27.2% | 36,229 | -6.1% | |
| Amortisation of concession rights | (6,181) | (5,573) | (608) | 10.9% | (4,643) | 33.1% |
| Amortisation of other intangible assets | (399) | (324) | (75) | 23.1% | (904) | -55.9% |
| Depreciation of tangible assets | (1,576) | (1,541) | (35) | 2.3% | (2,060) | -23.5% |
| DEPRECIATION, AMORTISATION AND IMPAIRMENT | (8,156) | (7,438) | (718) | 9.7% | (7,607) | 7.2% |
| Provisions for doubtful accounts | (493) | (745) | 252 | -33.8% | (516) | -4.5% |
| Provision for renewal of airport infrastructure | (1,946) | (1,584) | (362) | 22.9% | (1,795) | 8.4% |
| Provisions for other risks and charges | (1,132) | (224) | (908) | 405.4% | (306) | 269.9% |
| PROVISIONS FOR RISKS AND CHARGES | (3,571) | (2,553) | (1,018) | 39.9% | (2,617) | 36.5% |
| TOTAL COSTS | (82,411) | (66,301) | (16,110) | 24.3% | (68,465) | 20.4% |
| OPERATING RESULT | 22,304 | 36,740 (14,436) | -39.3% | 26,005 | -14.2% | |
| Financial income | 611 | 1,311 | (700) | -53.4% | 88 | 594.3% |
| Financial expenses | (2,411) | (965) | (1,446) | 149.8% | (1,007) | 139.4% |
| RESULT BEFORE TAXES | 20,504 | 37,086 (16,582) | -44.7% | 25,086 | -18.3% | |
| TAXES FOR THE PERIOD | (5,845) | (4,490) | (1,355) | 30.2% | (7,184) | -18.6% |
| PROFIT (LOSS) FOR THE PERIOD | 14,659 | 32,596 (17,937) | -55.0% | 17,902 | -18.1% | |
| Profit (loss) for the period - Minority interests | 0 | 0 | 0 | n.a. | 0 | n.a. |
| Profit (loss) for the period – Group | 14,659 | 32,596 (17,937) | -55.0% | 17,902 | -18.1% |
To offer a more useful comparison with the pre-pandemic figures, the operating results tables provide figures for the same period of 2019.
A consolidated profit of Euro 14.7 million is reported for the first nine months of 2023 (Euro 32.6 million in the first nine months of 2022), of which Euro 21.1 million due to the contribution from the COVID-19 compensation fund. Net of this extraordinary contribution, the first nine months 2022 (comparative period) profit (against which we compare the result for the same period in 2023) would be Euro 11.5 million, for growth therefore of 27.9%.
Operating revenues overall grew 1.6% on 2022 and 10.8% on 2019.
This performance was significantly impacted by the contribution from the compensation fund disbursed in Q1 2022. See the section on adjusted EBITDA for an analysis of performance for the period without this contribution. Revenues break down as follows:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 25
revenues from aeronautical services grew 18.1% on 2022, due to the strong traffic performance, while decreasing 2.5% against 2019 against a reduction in aviation tariffs and given a different traffic mix, with an increase in the low-cost segment;
revenues from non-aeronautical services grew 24.3% on 2022 and 16.9% on 2019 due to the performance of the various category components, as outlined in the relative section;
revenues from construction services grew (+80.8% on 2022 and +48.5% on 2019) due to the increased aviation and non-aviation sector capex;
other operating revenues and income: this aggregate in the same period of 2022 includes the contribution from the compensation fund as described above, in the amount of Euro 21,137 thousand. Net of this contribution, other operating revenues and income in 2023 rose 43.3% on 2022. The increase on 2019 is due also to the contributions outlined in the non-aviation section and the increased revenues from condominium expenses following the increase in the cost of energy, while compared to 2022, in addition to condominium charges, the penalties from the delays in executing the construction works of the lot III aircraft apron contributed.
Period costs overall increased 25.5% on the same period of 2022 and 21.4% on 2019.
These break down as follows:
Reference should be made to the personnel costs section of this report for further details.
Overall, EBITDA of Euro 34 million is reported for the first nine months of 2023, compared to Euro 46.7 million in 2022, which benefited significantly from the Compensation fund contribution, and to Euro 36.2 million in 2019. See the section on adjusted EBITDA for a description of performance for the period without the 2022 contribution.
Depreciation and amortisation amounted to Euro 8.2 million, compared to Euro 7.4 million in the comparative period; rising Euro 718 thousand related to the advancement of the investment plan and the upcoming demolition of the General Aviation fuel distribution plant, scheduled for the final quarter of 2023, as part of the works for the construction of the "third lot" aircraft apron. The increase in provisions (Euro 1,018 thousand) is due to the higher accruals, mainly to the provisions for other risks and charges due to the increased default interest on the fire prevention service debt due to the significant increase in the legal interest rate.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 26
Due to the developments outlined above, EBIT totalled Euro 22.3 million (compared to Euro 36.7 million in 2022), while compared to Euro 26 million for 2019 (-14%), which represents a better comparison as a period not impacted by the COVID damages contribution.
Net financial expense of Euro 1.8 million is reported, compared to net financial income of Euro 346 thousand in the previous year, due to the increased charges from the discounting of the provisions and the higher interest expense on loans and accessory costs for the SACE guarantee on loans drawn down on 2020 by the parent company. In order to reduce these latter and to optimise the financial structure and improve the debt maturity profile, the Parent Company in September repaid in advance the Intesa Sanpaolo Spa loan with SACE guarantee of Euro 33.9 million and agreed a new ESG KPI Linked Loan with Credit Agricole Italia for Euro 15 million and 60 months duration, which stipulates a bonus on the contractually-agreed spread on the achievement of certain ESG KPI's. In particular, commitments were agreed to progressively reduce the amount of climate-altering gas emissions, together with an increased self-generation of electricity from renewable sources.
The Result before taxes in the first nine months of 2023 was a profit of Euro 20.5 million, compared to Euro 37.1 million for the first nine months of 2022 and Euro 25.1 million for the first nine months of 2019.
Income taxes are estimated at Euro 5.8 million, compared to Euro 4.5 million for 2022, with the latter owing to the tax relief on the COVID-19 contribution, and Euro 7.2 million in 2019.
The result for the period, entirely concerning the Group, was a profit of Euro 14.7 million, significantly recovering on the pandemic-affected years, although contracting on a net profit of Euro 17.9 million for 2019 (-18.1%).
The EBITDA adjusted for the construction services margin, the contribution of the Covid damages compensation fund and the revenues from TV on the Provision for Renewal is presented below:
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Total change vs 2022 |
% change vs 2022 |
For the nine months ended 30.09.2019 |
% change vs 2019 |
|---|---|---|---|---|---|---|
| Revenues from aeronautical services | 47,657 | 40,347 | 7,310 | 18.1% | 48,890 | -2.5% |
| Revenues from non-aeronautical services | 39,168 | 31,506 | 7,662 | 24.3% | 33,502 | 16.9% |
| Other operating revenues and income | 944 | 755 | 189 | 25.0% | 763 | 23.7% |
| ADJUSTED REVENUES | 87,769 | 72,608 | 15,161 | 20.9% | 83,155 | 5.5% |
| Consumables and goods | (2,581) | (3,118) | 537 | -17.2% | (1,590) | 62.3% |
| Service costs | (18,182) | (15,745) | (2,437) | 15.5% | (14,992) | 21.3% |
| Leases, rentals and other costs | (7,987) | (6,240) | (1,747) | 28.0% | (6,499) | 22.9% |
| Other operating charges | (2,944) | (2,306) | (638) | 27.7% | (2,426) | 21.4% |
| Personnel costs | (22,983) | (20,047) | (2,936) | 14.6% | (21,958) | 4.7% |
| ADJUSTED COSTS | (54,677) | (47,456) | (7,221) | 15.2% | (47,465) | 15.2% |
| ADJUSTED GROSS OPERATING PROFIT (ADJUSTED EBITDA) | 33,092 | 25,152 | 7,940 | 31.6% | 35,690 | -7.3% |
| Revenues from construction services | 16,808 | 9,296 | 7,512 | 80.8% | 11,315 | 48.5% |
| Construction service costs | (16,007) | (8,854) | (7,153) | 80.8% | (10,776) | 48.5% |
| Construction Services Margin | 801 | 442 | 359 | 81.2% | 539 | 48.6% |
| Revenues from TV on Provision for Renewal | 138 | 0 | (138) | n.a. | 0 | n.a. |
| Revenues from compensation fund contribution Budget Law 2021 | 0 | 21,137 (21,137) | n.a. | 0 | n.a. | |
| GROSS OPERATING PROFIT/(LOSS) (EBITDA) | 34,031 | 46,731 (12,700) | -27.2% | 36,229 | -6.1% |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 27
Adjusted revenues were up 20.9% on the first nine months of 2022 and 5.5% on the same period of 2019. Adjusted costs rose 15.2% on 2022 and on 2019, resulting in adjusted EBITDA of Euro 33.1 million, compared to Euro 25.2 million in 2022 (+31.6%), although lower than the Euro 35.7 million for 2019 (-7.3%).
The table below shows the quarterly passenger traffic performance and EBITDA of the Parent Company adjusted for the construction services margin and the contribution of the Compensation Fund.
| Q1 2023 | Change % vs 2022 |
Change % vs 2019 |
Q2 2023 | Change % vs 2022 |
Change % vs 2019 |
Q3 2023 | Change % vs 2022 |
Change % vs 2019 |
|
|---|---|---|---|---|---|---|---|---|---|
| Passenger Traffic | 1,803,185 | 42.0% | -8.1% | 2,781,930 | 15.5% | 12.0% | 3,131,726 | 11.0% | 14.8% |
| INCOME STATEMENT (in thousands of Euro) | Q1 2023 | Change % vs 2022 |
Change % vs 2019 |
Q2 2023 | Change % vs 2022 |
Change % vs 2019 |
Q3 2023 | Change % vs 2022 |
Change % vs 2019 |
| ADJUSTED REVENUES | 21,044 | 45.8% | -5.1% | 29,227 | 21.7% | 8.9% | 32,005 | 14.3% | 8.7% |
| Revenues from aeronautical services | 10,606 | 43.1% | -13.5% | 15,098 | 21.2% | -1.6% | 16,785 | 14.7% | -1.1% |
| Revenues from non-aeronautical services | 10,189 | 48.5% | 5.3% | 13,574 | 21.6% | 21.7% | 14,905 | 14.2% | 21.9% |
| Other operating revenues and income | 249 | 59.6% | 5.2% | 555 | 41.1% | 56.6% | 315 | 2.8% | 34.6% |
| ADJUSTED COSTS | (15,736) | 24.7% | 9.9% | (17,401) | 18.5% | 13.5% | (17,578) | 12.4% | 20.1% |
| Personnel costs | (6,926) | 20.3% | 1.7% | (7,538) | 15.7% | 1.1% | (7,310) | 10.6% | 9.3% |
| Other operating expenses | (8,810) | 28.3% | 17.2% | (9,863) | 20.8% | 25.3% | (10,268) | 13.7% | 29.1% |
| ADJUSTED EBITDA | 5,308 | 193.6% | -32.4% | 11,826 | 26.7% | 2.7% | 14,427 | 16.7% | -2.5% |
| ADJUSTED EBITDA MARGIN | 25.2% | n.a. | n.a. | 40.5% | n.a. | n.a. | 45.1% | n.a. | n.a. |
The consolidated cash flow statement, indicating cash flows generated/absorbed from operating, investing and financing activities, is summarised below:
| in Euro thousands | As at 30.09.2023 | As at 30.09.2022 | Change | |
|---|---|---|---|---|
| Cash flow generated / (absorbed) by operating activities before working capital changes |
33,419 | 46,407 | (12,988) | |
| Cash flow generated / (absorbed) by net operating activities | 13,433 | 51,758 | (38,325) | |
| Cash flow generated / (absorbed) by investing activities | 27,993 | (10,521) | 38,514 | |
| Cash flow generated / (absorbed) by financing activities | (25,625) | (3,665) | (21,960) | |
| Change in closing cash flow | 15,801 | 37,572 | (21,771) |
| Cash and cash equivalents at beginning of period | 27,868 | 28,215 | (347) |
|---|---|---|---|
| -------------------------------------------------- | -------- | -------- | ------- |
| Change in closing cash flow | 15,801 | 37,572 | (21,771) |
|---|---|---|---|
| Cash and cash equivalents at end of period | 43,669 | 65,787 | (22,118) |
Cash flow generated by operating activities before working capital changes amounted to Euro 33.4 million, against Euro 46.4 million in the first nine months of 2022.
Net of the Euro 21.1 million contribution from the COVID-19 compensation fund recognised in 2022, an improvement over 2022 of Euro 8.1 million is reported.
Working capital absorbed cash of Euro 20 million in the period, due to:
In terms of sources, trade payables increased Euro 4.2 million, with "other payables" increasing Euro 5.8 million, mainly due to the increase in payables for surtaxes and IRESA and for the airport concession fee.
As a result of that outlined above, cash flows from operating activities, net of working capital changes, generated Euro 13.4 million, compared to a cash generation of Euro 51.7 million in 2022.
The generation of cash flows of Euro 28 million from investing activities was due to:
The Group's net financial position at September 30, 2023 compared to December 31, 2022 and September 30, 2022 is presented below, in accordance with Consob Communication of July 28, 2006 and the ESMA/2011/81 and ESMA32-382-1138 Recommendations of March 4, 2021.
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
| in thousands of Euro | For the nine months ended 30.09.2023 |
for the year ended 31.12.2022 |
For the nine months ended 30.09.2022 |
Change 30.09.2023 31.12.2022 |
Change 30.09.2023 30.09.2022 |
|
|---|---|---|---|---|---|---|
| A | Cash | 13,174 | 27,868 | 65,787 | (14,694) | (52,613) |
| B | Other cash equivalents | 30,495 | 0 | 0 | 30,495 | 30,495 |
| C | Other current financial assets | 0 | 45,058 | 0 | (45,058) | 0 |
| D | Liquidity (A+B+C) | 43,669 | 72,926 | 65,787 | (29,257) | (22,118) |
| E | Current financial payables | (2,208) | (2,819) | (2,900) | 611 | 692 |
| F | Current portion of non-current debt | (12,322) | (14,976) | (12,141) | 2,654 | (181) |
| G | Current financial debt (E + F) | (14,530) | (17,795) | (15,041) | 3,265 | 511 |
| H | Net current financial debt (G - D) | 29,139 | 55,131 | 50,746 | (25,992) | (21,607) |
| I | Non-current financial payables | (24,998) | (47,605) | (53,406) | 22,607 | 28,408 |
| J | Debt instruments | 0 | 0 | 0 | 0 | 0 |
| K | Trade payables and other non-current payables | (178) | (521) | (642) | 343 | 464 |
| L | Non-current financial debt (I + J + K) | (25,176) | (48,126) | (54,048) | 22,950 | 28,872 |
| M | Total net financial Position (H + L) | 3,963 | 7,005 | (3,302) | (3,042) | 7,265 |
The Group Net Financial Position at September 30, 2023 was a cash position of approximately Euro 4 million, compared to Euro 7 million at December 31, 2022 (Euro 3.3 million at September 30, 2022).
Compared to December 31, 2022, the movement in liquidity is due to:
In terms of payables, significant differences are reported between the periods reviewed due to the settlement by AdB of the Intesa Sanpaolo loan with SACE guarantee and the signing of a new loan with Credit Agricole.
The Group financial position, classified according to "sources" and "uses", is presented below:
| USES | As at 30.09.2023 | As at 31.12.2022 | As at 30.09.2022 |
Change 30.09.2023 31.12.2022 |
Change 30.09.2023 30.09.2022 |
|---|---|---|---|---|---|
| -Trade receivables | 27,895 | 12,672 | 22,669 | 15,223 | 5,226 |
| - Tax receivables | 422 | 387 | 152 | 35 | 270 |
| - Other Receivables | 11,700 | 4,775 | 9,505 | 6,925 | 2,195 |
| - Inventories | 917 | 912 | 939 | 5 | (22) |
| Sub-total | 40,934 | 18,746 | 33,265 | 22,188 | 7,669 |
| -Trade payables | (29,108) | (24,869) | (25,560) | (4,239) | (3,548) |
| - Tax payables | (3,235) | (2,923) | (2,785) | (312) | (450) |
| - Other payables | (38,577) | (32,256) | (35,067) | (6,321) | (3,510) |
| Sub-total | (70,920) | (60,048) | (63,412) | (10,872) | (7,508) |
| Net operating working capital | (29,986) | (41,302) | (30,147) | 11,316 | 161 |
| Fixed assets | 230,001 | 220,367 | 219,358 | 9,634 | 10,643 |
| - Deferred tax assets | 6,464 | 10,002 | 10,167 | (3,538) | (3,703) |
| - Other non-current assets | 15,611 | 13,869 | 13,700 | 1,742 | 1,911 |
| Total fixed assets | 252,076 | 244,238 | 243,225 | 7,838 | 8,851 |
| - Provisions for risks, charges & severance | (19,168) | (17,673) | (16,194) | (1,495) | (2,974) |
| - Deferred tax liabilities | (2,801) | (2,843) | (2,847) | 42 | 46 |
| - Other non-current liabilities | (101) | (115) | (55) | 14 | (46) |
| Sub-total | (22,070) | (20,631) | (19,096) | (1,439) | (2,974) |
| Fixed Operating Capital | 230,006 | 223,607 | 224,129 | 6,399 | 5,877 |
| Total Uses | 200,020 | 182,305 | 193,982 | 17,715 | 6,038 |
| SOURCES | As at 30.09.2023 | As at 31.12.2022 | As at 30.09.2022 | Change 30.09.2023 31.12.2022 |
Change 30.09.2023 30.09.2022 |
|---|---|---|---|---|---|
| Net Financial Position | 3,963 | 7,005 | (3,302) | (3,042) | 7,265 |
| - Share Capital | (90,314) | (90,314) | (90,314) | 0 | 0 |
| - Reserves | (99,010) | (67,887) | (67,770) | (31,123) | (31,240) |
| - Profit (loss) for the period | (14,659) | (31,109) | (32,596) | 16,450 | 17,937 |
| Group Shareholders' Equity | (203,983) | (189,310) | (190,680) | (14,673) | (13,303) |
| - Minority Interests | 0 | 0 | 0 | 0 | 0 |
| Total Shareholders' Equity | (203,983) | (189,310) | (190,680) | (14,673) | (13,303) |
| Total sources | (200,020) | (182,305) | (193,982) | (17,715) | (6,038) |
Net invested capital at June 30, 2023 was Euro 200 million, increasing Euro 17.7 million on December 31, 2022, mainly due to the increase in investments, principally concerning concession rights - the fixed capital increased Euro 6 million to Euro 252 million, compared to Euro 244.2 million at December 31, 2022 - in addition to the movement in net working capital from -Euro 41.3 million to -Euro 30 million, due to the greater increase in receivables than payables.
In terms of sources, at September 30, 2023 a net financial position of approximately Euro 4 million is reported, compared to Euro 7 million at December 31, 2022, while consolidated and Group Shareholders' Equity amounted to Euro 204 million, compared to Euro 189.3 million at December 31, 2022, increasing due to the overall profit in the period.
The Directors deemed the Group's major income statement and statement of financial position indicators at and for the period ended September 30, 2023 to be immaterial due to their interim nature.
Investments in the first nine months of 2023 totalled Euro 17.3 million, of which Euro 12.1 million concerning infrastructural investment and in fulfilment of the Masterplan requirements, and an additional Euro 5.2 million regarding sustainability, innovation, quality and airport operations focused investments.
The main infrastructure investments concerned:
Security and Passport Control Area Redevelopment: work continues with an aim to raise the efficiency of the terminal's main control subsystems, including security checks and passport control and increase the level of quality and service offered to passengers.
The measures focused on sustainability, airport operations, innovation, improvement of the service offered to passengers and the efficiency of business processes included:
The total cyclical renewal and maintenance works on the airport infrastructure and plant at September 30, 2023 was Euro 2,157 million, of which:
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
| For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Total change vs 2022 |
% change vs 2022 |
For the nine months ended 30.09.2019 |
Total change vs 2019 |
% change vs 2019 |
|
|---|---|---|---|---|---|---|---|
| Full Time Equivalent average workforce | 487 | 441 | 46 | 10% | 496 | -9 | -2% |
| Executives | 8 | 8 | 0 | 0% | 9 | (1) | -11% |
| Managers | 40 | 36 | 4 | 11% | 32 | 8 | 25% |
| White-collar | 346 | 313 | 33 | 11% | 357 | (11) | -3% |
| Blue-collar | 93 | 84 | 9 | 11% | 98 | (5) | -5% |
| For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Total change vs 2022 |
% change vs 2022 |
For the nine months ended 30.09.2019 |
Total change vs 2019 |
% change vs 2019 |
|
|---|---|---|---|---|---|---|---|
| Average workforce | 534 | 483 | 51 | 11% | 546 | -12 | -2% |
| Executives | 8 | 8 | 0 | 0% | 9 | (1) | -11% |
| Managers | 40 | 36 | 4 | 11% | 32 | 8 | 25% |
| White-collar | 388 | 352 | 36 | 10% | 404 | (16) | -4% |
| Blue-collar | 98 | 87 | 11 | 13% | 101 | (3) | -3% |
Source: Company workings
The change to the workforce (+46 FTE compared to 2022 and -9 FTE compared to 2019) almost exclusively concerns operating personnel, and therefore related to the traffic performance for the three periods under review.
| For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Total change vs 2022 |
% change vs 2022 |
For the nine months ended 30.09.2019 |
Total change vs 2019 |
% change vs 2019 |
|
|---|---|---|---|---|---|---|---|
| Personnel costs | 22,983 | 20,047 | 2,936 | 14.6% | 21,958 | 1,025 | 4.7% |
Personnel costs for 9M 2023 increased by 14.6% on the same period of 2022, mainly due to:
Despite the contraction in the workforce, personnel costs rose 4.7% also on 2019, mainly due to the salary increases based on the renewal of the National Collective Bargaining Agreement (CCNL), settled in tranches between January 2020 and July 2022, and the increase in variable bonuses.
In 2023, it became necessary to configure a parking relocation plan for employees of the Group and other airport operators in order to allow construction work to begin on the ecological island and the new multistorey car park in an area where a staff car park is currently located. This requirement was discussed with the trade union representatives and led to a transfer plan in order to take into account both company needs and worker safety requirements.
Discussions and monitoring of the procedure for assault emergencies introduced in 2022 also continued, with presentation and dissemination (also institutional), in collaboration with the ETF European transport union, to ACI Europe. This led to the creation and publication of a compendium by ETF and ACI Europe on best practices in Europe for the prevention and management of disruptive passengers, in which the case of Bologna airport was also reported.
Agreements for the 2023 Performance Bonus and the 2023 Welfare Plan were signed in July.
Two major management training courses were conducted in the January-September period, both of which were funded:
Management training courses were also held, including the funded "SDG Action Manager" course for members of the sustainability/gender committees, the "Leadership and Error Culture" course, for senior executives, and the funded "Presentation Design Tools - beyond PowerPoint" course for all personnel;
Delivery of the Front Line and Disruptive Passenger Relations course continued. This was for front line staff and sought to improve their ability to greet, listen to and understand the real needs of users (within the limited time available) in order to satisfy their requests and anticipate any aggressive attitudes. Delivery of cyber-security courses, which are mandatory for all AdB staff, also continued.
Finally, refresher courses for security personnel from 2023 onward shall be delivered in-house by an ENACcertified Training Centre instructor who, in addition to annual refresher training for colleagues, delivers introductory training for new security aspirants in preparation for the ENAC exam. In 9M 2023, seven groups of newly aspiring security officers were trained, each consisting of an average of 10 people.
As regards safety training, there were two important courses taken by the new assessor, Post Holder planning: Aerodrome Instructors and Assessors and Airport Operations in Conjunction with Construction Work.
The Parent Company acquired a 100% interest in FFM in 2009. The main activity of the subsidiary is cargo and mail handling at Bologna airport. In particular, FFM is the handling agent for cargo export and import operations of carriers moved through the airport via air and for surface cargo and manages the Temporary Customs Warehouse for Non-EU Cargo arriving at the airport. The company thereafter in subsequent years developed accessory services such as booking, operating as a regulated agent and has a specialist customs operations structure.
The company prepares its financial statements according to Italian GAAP. The key indicators for the period, adjusted where necessary entirely for the purposes of preparing these consolidated financial statements as per IAS/IFRS, are presented below.
At September 30, 2023, the company had 15 employees (same as December 31, 2022) and, in continuity with previous years, assigned many staff activities to the parent under a management & staffing contract which covers the accounting, administrative, legal, personnel and ICT areas.
In the first nine months of 2023, FFM managed 17,575,293 Kg of cargo, with a 15% increase in traffic served compared to the previous year. Growth related to road traffic (22%), whereas air traffic fell slightly (-1%).
Against the above increase, FFM reported revenue growth of 7.5% and an increase in core operating costs of 10.6%, due to:
As a result of the factors outlined above, EBITDA fell slightly (-3.2%) from Euro 516 thousand in the first nine months of 2022 to Euro 500 thousand for the same period in 2023, and EBIT from Euro 495 thousand to Euro 473 thousand, due to the substantial stability and reduced depreciation, amortisation and provisions. The profit for the period, finally, was Euro 358 thousand, compared to Euro 374 thousand in 9M 2022 (-4.4%). Finally, reference should be made to the disputes section of the Directors' Report with regards to the customs dispute involving FFM in 2021, as an indirect representative, following the customs declaration assessments made by the Bologna Customs Office.
TAG began operations in 2008 following the completion and opening of the General Aviation Terminal and hangar. In addition to managing the above infrastructure at Bologna airport, the company operates as a handler in the General Aviation sector. The Parent Company acquired a 100% interest (previously 51%) in TAG Bologna in 2018.
The company, which assigned certain staff activities to the parent under a management & staffing contract covering the legal and personnel area, had 17 employees at September 30, 2023 (16 at December 31, 2022). The company prepares its financial statements according to Italian GAAP. The key indicators for the period, adjusted where necessary entirely for the purposes of preparing these consolidated financial statements as per IAS/IFRS, are presented below.
In the first nine months of 2023, General Aviation in Italy saw a 2% reduction in aircraft movements on 2022 and a 3.6% rise in passenger traffic (Source: Assaeroporti and Aeroporti 2030). Against this backdrop, the traffic served by TAG reduced 4% in terms of movements, 3% in terms of tonnage and 8% for passengers. Period revenues were lower than the first nine months of 2022 (-21%), due to weak traffic performance, the reduced sale of aircraft fuel and the absence of the COVID contribution as per the 2021 Budget Law in the comparative period of approx. Euro 234 thousand.
Operating costs decreased 19%, mainly due to the reduced purchases of fuel, resulting in EBITDA of Euro 1.03 million (-9% on 9M 2022, adjusted for the COVID contribution) and a profit for the period of Euro 325 thousand (-53% on 9M 2022, adjusted for the COVID contribution).
Reference should be made to the specific paragraph of the Notes to this document for information concerning transactions undertaken during the period with subsidiaries and related parties.
In Q3 2023, the Group continued its commitment to the various activities launched and described in the "Sustainability" paragraph of the 2023 half-year financial statements, to which reference should be made for all further details, as well as rolling out investments to mitigate the environmental impact of the airport, as described in the "Investments" paragraph of this document.
The most significant actions of Q3 2023 include:
Lastly, in October, ADB received the ISO 30415:2021 certification for "Diversity and Inclusion", which assesses the ability of a company to value the diversity present in the workplace, fostering inclusion. It is the first time that the ISO 30415 has been assigned to an Italian airport management company.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 37
The positive trend in quality of service and passenger satisfaction, already noted in the first half of the year, continued once again in the summer quarter. The results were particularly positive, especially for services entirely concerning the Group, for which actions for improvement have been introduced since the beginning of the year in order to anticipate any critical issues over the summer. A very high level of satisfaction has been maintained with cleaning of the terminal and the toilets, for example, owing to a strengthening of the daily checks and work carried out in the terminal. Air conditioning of the boarding bridges, concluded by the start of the summer months, increased passenger satisfaction considerably. Satisfaction with the availability of charging points reached an optimal level, owing to the installation of additional points in 2022. Waiting times at the security checks were also significantly lower than those of the preceding year owing to a shrewd recruiting policy and Group organisation. Likewise, assistance times for arriving and departing PRM passengers were lower than those of the preceding year. As regards accessibility, major work was completed on the airport access road, contributing to allowing smoother access to the long-stay and short-stay car parks inside the airport site.
As regards the difficulties encountered in certain processes, particularly baggage collection, the Group has organised discussion groups with the handlers to analyse the current conditions and address potential measures for improvement in the short-medium-term, with an aim to support the process.
| INDICATORS | First Nine Months 2023 |
First Nine Months 2022 |
|---|---|---|
| Perception of the cleaning level and functionality of toilets | 98.4 | 94 |
| Perception of the availability of mobile phone and laptop recharging stations in common areas |
91 | 71 |
| Overall perception of the efficacy and accessibility of public information services | 100 | 99 |
| Perception of the clarity, comprehensibility and effectiveness of internal signage | 100 | 99 |
| Check-in waiting time | 21'20'' | 23'39'' |
| Perception of passport control waiting time | 6'59'' | 9'59'' |
| Wait time for departing PRM passengers with reservations | 9'27'' | 9'35'' |
| Wait time for arriving PRM passengers with reservations | 5'41'' | 5'57'' |
| First baggage return times | 28'59'' | 26'59'' |
| Last baggage return times | 36'59'' | 34'59'' |
| Boarding wait time for the 1st passenger | 6'52'' | 7'12'' |
This section presents the main developments in the period and until the date of approval of this Report in the legal and regulatory environment, while otherwise referring to the half-year report 2023.
On October 6, 2023, at the ENAC headquarters in Rome, the ENAC-AdB "Regulatory Agreement" was signed for the 2023-2026 period.
In terms of the tariffs for the four-year period 2023-2026, then, we note that on April 28, 2023, with Resolution No. 82/2023, the Transport Regulation Authority declared compliance with the requirements in relation to the proposed revision of airport fees prepared by AdB S.p.A. and approved by airport users. The requirements set out by the Authority in that resolution were, therefore, fully enacted by the operator and, subsequently, on July 13, 2023 the TRA adopted a final compliance resolution.
The new tariffs for the 2023 fiscal year have been valid and effective as of September 1, 2023.
The courier-carriers DHL, Fedex and UPS recently lodged an appeal to the President of the Republic in relation to the Authority's aforementioned resolutions and the underlying procedural acts. The Parent Company has already granted a legal defence mandate, having also identified counsel and the main arguments to defend the procedural acts for which the plaintiffs seek annulment.
On October 25, 2023, the "Guglielmo Marconi" Bologna Airport Users Annual Hearing was held to determine:
The 2024 PRM fee - which has dropped against the 2023 fee, partly owing to the effect of the progressive insourcing of the service by the Manager - was approved with a favourable vote by all of the eligible users present, in addition to the votes of those who were absent. At the end of the hearing, the Manager published the level of applicable fees for the new year on its website, also sending the update of the IATA ticketing system at the agencies for the sale of travel tickets by certified e-mail to those responsible in Italy, without prejudice to the provisions of Article 6.2 of the Directive Annex A1 to Resolution no. 92/2017 of July 6, 20172009/12/CE. The supervisory activity of the Italian Transport Regulation Authority (ART), under the terms of and in accordance with paragraph 6.1.2 of the ART Model, is still in progress, as in the case of ENAC supervision of the approved 2024 PRM fee.
Article 1, paragraph 1328, of Law No. 296 of December 27, 2006 (2007 Finance Law) requires the payment by Italian airport management companies of an amount, to be calculated proportionally to its airline traffic, in order to lower the cost to the State for the provision of fire prevention services (so-called Fire Prevention Fund). This purpose was modified by Article 4, paragraph 3-bis of Law Decree No. 185/2008, entering into force on January 29, 2009, which separated the relationship between those required to fund the so-called Fire Prevention Fund and the benefit deriving from the activity financed, allocating the Fund to differing purposes than its original scope related to airport fire prevention services.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 39
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
Following the entry into force, from January 1, 2016 of Article 1, paragraph 478, of Law No. 208 of December 28, 2015 implementing "Provisions for the drawing up of annual and multi-year budgets of the State" (2016 Stability Law), the Legislature, through Law Decree No. 159 of October 1, 2007 converted with modifications by Law No. 222 of November 29, 2007, introduced the qualification of "payments", with reference to the contributions allocated to the Fire Prevention Fund. This latter was subject to a constitution legality opinion, following the deferral by the Court of Cassation, through reasoned ordinance issued on December 28, 2016. From July 26, 2018, as per Article 30 of Law No. 87 of 1953, the challenged provision of Article 1, paragraph 478 of Law No. 208/2015, declared illegal, with the Constitutional Court order No. 167/2018, may no longer be applied.
Within the judicial framework we must also mention the important judgement of the Court of Cassation of February 1, 2019, No. 3162, which outlined a framework encompassing the complex Fire Prevention Fund, in which the following was definitively ascertained and declared:
the nature of the tax contribution to be paid;
the competent tax jurisdiction.
This pronouncement of the Cassation recalls, in addition, with particular importance from a general judicial principle viewpoint, the ruling handed down by the Rome Provincial Tax Commission No. 10137/51/14, which ascertained the "non-obligation to pay the tax from 2009, due to the non-applicability of its original legislative purpose as per Article 4, paragraph 3-bis of Legislative Decree No. 185 of 2008".
Furthermore, in 2019 the Regional Tax Commission of Lazio rendered judgement no. 7164/2019 which, after reviewing all the facts and legal arguments examined by the various courts (Constitutional Court, Court of Cassation, Provincial Tax Commission, etc.), lays down a thorough legal basis and reinforce the tax case law on the treatment of the Fire Prevention Fund.
An appeal of this ruling by the administrations and State's Attorney is currently pending before the Court of Cassation. The hearing in open court was held on May 11, 2023, and the ruling constitutes an essential step in confirming the legal opinion previously established on the matter, which in 2023 - after years of unambiguous pronouncements - saw the first dissenting decisions by the Tax Court of First Instance in Rome.
In terms of the direct interest of the Parent Company, on February 8, 2022, after many years of civil dispute, AdB obtained a ruling from Rome Civil Court (No. 2012 of 2022) that clarified the jurisdiction of the tax court before which the case was taken up again in December 2022, with reference to the specific years subject to a claim, given the specific nature of the appeal presented. On May 2, 2023 - in a decision that went entirely against the current and was therefore unexpected, despite the well-reported nature of the overall litigation's huge financial dimensions and political significance at the national level - the Tax Court of Rome dismissed the appeal filed by AdB and those filed by 14 other domestic airport companies, combined in a single proceeding. AdB will challenge the first instance ruling at the Tax Court of Appeal. Other proceedings are pending and the aforementioned ruling of the Court of Cassation is of utmost importance.
For further details, reference should be made to the Disputes section.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 40
This section outlines the disputes which in the period saw significant legal and/or non-legal developments, without therefore providing an exhaustive outline of all positions for which specific amounts have been allocated to the disputes risk provision. Please refer to the 2023 Half-Year Report for comprehensive information.
In relation to the contribution to the Fund set up by the 2007 Finance Act in order to reduce the cost to the State for the organisation and provision of the fire prevention service at Italian airports, the Parent Company promoted, in 2012, a specific judicial action before the Rome Civil Tax Court, substantially requesting the Judge to ascertain and declare the cessation of the obligatory contribution following the change in the purpose of the afore-mentioned Fund, i.e. from January 1, 2009. In fact, from that date the resources accumulated in the Fund were allocated to the generic requirements of the public purse and civil defence, as well as for financing salary increases of the Fire Prevention Service.
While awaiting the civil procedure, which extended over numerous years across a series of different judges and postponements, a consolidated jurisprudence (ex pluris Rome Provincial Tax Court No. 10137/51/2014 passed into Law - and Rome Provincial Tax Court No. 2517/2019) sealed by the pronouncement of the Court of Cassation No. 3162 of February 1, 2019 and, latterly, by the Lazio Regional Tax Commission No. 7164/2019, affirmed: i) the nature of the contribution to the Fire Prevention Fund, ii) the consequent competent tax jurisdiction, iii) the non-obligation to pay the tax from 2009, due to the non-applicability of its original legislative purpose, pending a legitimate legal provision.
In relation to the above-mentioned civil case, promoted by the Company before the Rome Court, the Tax Administrations notified however on January 16, 2015 an injunctive decree relating to the presumed contribution to the Fire Prevention Fund for the years 2007, 2008, 2009 and 2010. This decree, containing clear material and formal errors, was immediately opposed, requesting the cancellation of the decree or, in replacement, to declare upon its jurisdiction and to order the reinstatement of the case before the Rome Court. On December 20, 2017, the Bologna Court issued a jurisdiction ordinance, declaring the Tax Commission as the competent judge, which cancelled Injunction Decree No. 20278/14. Unexpectedly and incomprehensibly, on May 24, 2018, the State District Lawyer notified an appeal against the ordinance of the Bologna Court of December 20, 2017.
The Company therefore appealed (RG No. 2020/18), fully outlining its defence and invoking, preliminarily, the clear lack of jurisdiction of the Bologna Court. The appeal was definitively rejected as inadmissible by the Bologna Court of Appeal in judgment No. 1718/19. This judgment became res judicata on October 28, 2019, definitively ending the dispute initiated by the administrations, which, additionally, were ordered to reimburse AdB in full for all legal costs incurred.
In October 2020, the statement of conclusions was then held before the Civil Court of Rome. On December 27, 2021, a motivated motion to receive funds was filed and, on February 2, 2022, a specific request was submitted to the section chairman of the Rome Court, who, on February 4, 2022, promptly assured us of a rapid resolution of the dispute. Finally, on February 8, 2022, the Rome Court issued its ruling No. 2012/2022 clarifying the jurisdiction of the tax court.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 41
In order to obtain a direct recognition of the principles embodied universally by the Court of Cassation and by the Rome Provincial Tax Court, in December 2022 the Company presented the case before the Rome Court (RG No. 22375/12).
On April 17, 2023, the Rome Provincial Tax Court dismissed AdB's appeal, radically departing from all relevant precedents. In this regard, a regular appeal will be filed as per the procedural deadlines. We note that the counterparty administrations have not enacted the ruling in question. AdB will challenge the first instance ruling at the Tax Court of Appeal.
All the Parties and State Entities involved in this relevant and long-standing litigation however still await the decision of the Supreme Court of Cassation (the relevant public hearing was held on May 11, 2023) as part of a jurisdictional proceeding that has significant importance in defining of the legal principles relating to the matter.
On November 28, 2018, the Municipality of Bologna invited the Parent Company for the first time to reconsider the cadastral classification of some properties (procedure ex L.311/2004) on airport land, based on a purported orientation of case law that would point to a different classification. This request was then reiterated on February 10, 2020, with amendments to the scope of the request, resulting, in certain cases, in the new and retroactive assessment of IMU property tax.
The Parent Company has always opposed these requests out of court within the scope of administrative procedure and with the filing, in July 2021, of a protective request with the Bologna provincial office of the Italian Tax Administration and the Municipality of Bologna, disputing the merits and underscoring the fact that the original registration of the properties concerned was done in 2007 in coordination with and based on the instructions and authentic interpretation of applicable legislation by said local Land Registry. This initial registration was, in fact, carried out in concert with the competent authority and in accordance with the provisions of Law 262/2006 and circulars 4/T 2006 and 4/T 2007, which are still valid and unchanged, without even being able to point to the existence of changes in construction or other factors of nonconformity that could not be known since 2007.
Therefore, in the second half of 2021 and in early 2022, we reached the start of the concluding phase of this procedure by way of a potential proposed settlement with the Municipality of Bologna with regard to IMU, following the official measure for the cadastral assignment, as per Law 311/04, for these properties, as communicated on December 13, 2021, by the Bologna provincial office of the Italian Tax Administration responsible for land registration.
Therefore, the Group decided to submit a proposal for settlement, with limited and justified concessions in the interest of the company and without the assessment of the sanctions demanded by the Municipality of Bologna, in light of the provisions of Law 212/2000 (the Taxpayers Law), given the legitimate expectations of the companies of the Group. The voluntary settlement proposal is not an admission of guilt and is solely motivated so as to settle the 2015-2020 period of taxation without having to contest the individual assessments for each year and to avoid a tax dispute that would, in any event, be excessively costly.
The position was conclusively finalised with the signature of the deed of adhesion and the payment by AdB and TAG of a total of Euro 152 thousand in IMU tax in April 2022, with a request to exclude administrative penalties.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 42
At the same time, on February 9, 2022, a tax appeal has been filed against the Land Registry and Tax Administration to contest the classification of December 13, 2021, for which we fundamentally dispute the assumptions and justifications. On May 18, 2022, the appeal was filed with the Bologna Provincial Tax Commission for the purpose of settling the dispute, following the rejection of the attempted mediation communicated together with a draft of the counter arguments of the other party. On June 3, 2022, the Tax Agency - Bologna Provincial Office filed Counterclaims to the Appeal. The Parent Company's legal team has filed various rebuttals to the Office's Counterclaims in further illustration and emphasis of the arguments made in the introductory appeal.
The hearing on the merits before the competent Tax Commission was held on March 7, 2023, the outcome of which was favourable, with the Tax Court of First Instance of Bologna - with ruling No. 123/2023 filed on March 13, 2023 - having accepted the Group's reasons in full, ruling - disregarding all contrary objections for the annulment of the contested act and compensating for costs.
On October 11, 2023, the Italian Tax Agency - Bologna Provincial Branch nevertheless submitted an appeal, challenging the favourable result issued by the Tax Court of First Instance. The parent company's legal team will submit the appropriate counterclaims according to the time limits laid down by law, further illustrating the arguments supporting the positions of the Parent Company.
The procedural line pursued and the arguments presented were also enacted and reiterated in the judicial opposition to a similar classification notice served by the Bologna provincial office of the Italian Tax Administration responsible for land registration.
As long as the land registry dispute continues without a final judgment, the Group will pay the relevant IMU taxes and then, within the terms of the law, make any claims for reimbursement of the amount paid.
On April 20, 2021, the Bologna Customs Office issued a notice of correction of several customs declaration assessments to the subsidiary FFM, following controls carried out in 2020 on behalf of third party importers on personal protective equipment, as part of the COVID-19 emergency and also to be delivered to Emilia-Romagna healthcare authorities. As Customs did not deem that the conditions for exemption from import duties and exemption from value added tax on importation had been met in the cases in question, the notices presented an invitation to FFM to settle the higher duties and VAT, together with interest on arrears, amounting to approximately Euro 4.3 million, within 10 days. The aforementioned notices identified FFM (indirect representation declarant courier) and, jointly and severally, the importers (legal and physical persons) as the parties obliged to pay.
FFM considers that it has always operated with absolute correctness and legality and, in particular, during the most critical phases of the spread of the pandemic, as a cargo sector operator, took action and did its utmost following requests and contacts from regional and local authorities, making the greatest operational and managerial efforts to provide assistance to the extraordinary cargo flights that imported into Italy the medical equipment that was highly sought after by local hospitals and healthcare authorities. The operations were carried out by the subsidiary in full compliance with procedures and regulations, insofar as they were the responsibility of the latter, and therefore strongly rejects the claims of the customs authorities. Consequently, FFM has assigned its defence to lawyers specialising in this area and has lodged an appeal against the above notices within the legal term of 60 days of notification. This is in order to put forward all possible defences, in view of the fact that it is not responsible whatsoever with the alleged failure, by the importer and in an action subsequent to importation and in no way verifiable by FFM at the time of its own operations, to fulfil the conditions regarding the destination of the goods and, therefore, with all the conditions legitimising the aforesaid exemption. Requests for suspension have also been made in connection with the proposed appeals. In particular, following the request filed with the Bologna Customs Authority pursuant to Article 45 of the UCC for the suspension of the notices of assessment, FFM obtained such a suspension subject to issuance of a bank or insurance guarantee.
FFM therefore proceeded to seek an adequate guarantee, which was finalised in October 2021 with a leading national insurance company in accordance with the conditions and terms prescribed by the Customs Agency. This guarantee included a co-obligation for the Parent Company. In the meantime, having verified the tax proceedings before the Bologna Provincial Tax Commission and following the outcome of the October 13, 2021 hearing, the suspension motion filed by FFM was rejected. This circumstance does not, in any event, affect the assessment of the likelihood of the Company losing the case, which continues, ahead of the setting of the relevant hearing.
Following the Company's submission of a further justified request accompanied by an addendum to the guarantee policy undertaken, the total amount guaranteed remaining unchanged, the Bologna Customs Office ordered the definitive suspension of the enforceability of the measures.
The hearing on the merits of the proceedings rooted in the Bologna PTC was therefore held on July 6, 2022. In rulings filed on July 19, the PTC only partially upheld FFM's appeals. Specifically, the Court found in favour of the argument that VAT on imports after May 19, 2021 is not due, thus reducing the amount of the sums claimed by the revenue agency by Euro 0.8 million, and did not uphold the other grounds of appeal. It was, therefore, appealed in November 2022 to the Emilia-Romagna Regional Tax Commission (CTR).
Following the outcome of a review procedure, the Customs Office re-notified the Company - prior to the publication on July 19, 2022 of the ruling by the aforementioned Bologna PTC - of the assessment reports that were the subject of the appeal, with a partial revision of the amounts. These reports are subject to the directly enforceable provision of the aforementioned PTC ruling insofar as it relates to the adjustment of VAT erroneously claimed. FFM therefore filed appropriate appeals for the relevant suspension under Article 45 of the UCC. In addition, a surety of Euro 278 thousand was issued to secure the suspension of enforceability. In any case, FFM will reiterate arguments to obtain full cancellation of the assessment notices in all relevant courts and degrees and also the revision of the amounts covered by the sureties provided in accordance with the provisions of the rulings issued.
A hearing at the appellate level has not yet been scheduled, while the first hearing before the Tax Court of First Instance of the proceeding relating to Notice No. 37736, first registered under RG No. 969/2022, is set for October 9, 2023. The judgement regarding Notice No. 37738 was later entered under RG No. 171/2023, as - considering its value - it was first necessary to go through the administrative appeal/complaint procedure under Article 17-bis of Legislative Decree No. 546/1992. The proceedings were combined and the company is currently waiting for the date of the hearing to be set.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 44
The Company, supported by the opinion of its appointed lawyers, having evaluated the dossier outlining the position and the jurisprudence on the subject, and also taking into account the first instance ruling, consider it possible but not probable that the case will be lost.
Regarding the contract for work to reconfigure the Security and Passport Control Area at Guglielmo Marconi Airport of Bologna, for the reasons set out in the Parent Company's 2022 Financial Statements, and at the proposal of the Public Contracts Manager, on June 16, 2022 the contractual termination for damages was ordered for serious delay attributable to the Contractor. The order is pursuant to and in accordance with Article 108 of Legislative Decree No. 50/2016. This was followed by the preparation, on an adversarial basis, of the state of progression following the aforementioned contractual termination, followed by the preparation of the job order accounting by the Director of Works.
Subsequently, on July 1, 2022 the Contractor filed requests and claims for compensation, and following the termination of the contract in damages, activated preliminary proceedings for an evaluation of these requests, acquiring from the Public Contracts Manager the confidential Director of Works' report. This report suggests (albeit subject to further study by the Public Contracts Manager and the formulation by the same of a proposal in this regard) the substantial and near total inadequacy of the counterparty's claims and a lack of basis for them and, therefore, the rejection of these claims (which totalled approx. Euro 2.18 million).
In this regard, we note the beginning of measures to enforce the guarantees held by the Customer and also the beginning of litigation by the Contractor, which has served a writ of summons for compensation for damages allegedly caused as a result of the aforementioned contract termination. At present, the Court of Bologna has already issued two judicial payment injunctions for the repayment of advances received and the enforcement of the final guarantee, respectively. Both injunctions were opposed.
The Parent Company, regarding the main case introduced by the contractor with the citation before the Court of Bologna (Case No. 10935/2022), through its attorneys has prepared an appearance, calling to the case the Designer and Works Department. At present, the risk of losing the case is confirmed as possible, subject to further re-evaluation of the position during the course of the litigation and subject to a greater risk than that stated herein, also considering the complexity and risk of the litigation, in relation to which, at the hearing of September 20, noting the impossibility of reaching an amicable settlement of the dispute, the Judge reserved the decision on the multiple requests of the parties.
This is an appeal against the ENAC Regulation submitted by AdB for the cancellation, subject to adoption of the precautionary measure pursuant to Article 55, paragraph 10 of the Code of Administrative Procedure of ENAC Regulation on "provisions on the construction, purchase and operation of aviation fuel depots at airports open to commercial traffic entrusted under concession", published on May 26, 2023 (hereinafter, Regulation).
The Lazio Regional Administrative Court judges have set a public hearing on the merits for December 6, 2023.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 45
On May 5, 2023, the WHO officially declared the conclusion of the COVID-19 health emergency. While from a health perspective the pandemic is no longer an emergency, the effects it has generated on the air transport sector have been so pervasive that the airport system has continued to be affected in more recent times. The main impacts regard, in addition to the slowdown of the traffic recovery (at a global level), which is not yet at 2019 levels, the sudden spike in demand following the reopenings, which has caused significant pressures from an operational perspective, especially related to the need to re-establish adequate supply, which has caused staffing difficulties.
ACI World's latest forecasts suggest that a full recovery of air traffic is expected as early as 2024 and no longer in 2025. This will be driven mainly by domestic tourism (expected to recover as early as 2024), and supported by declining inflation, despite the unstable geopolitical environment and the variability of the macroeconomic environment that has affected the current year (Source: ACI World, 14th Advisory Bulletin on the impact of COVID-19 on the airport business - and the path to recovery, September 2023).
The AdB Group's financial performance is influenced by air traffic, which is, in turn, influenced by the economic environment, the economic and financial situation of individual airlines and airline alliances, as well as competition, on some routes, with alternative means of transport.
Depending on the specific way in which they evolve, these factors can have an impact on long-term performance, thus resulting in changes to the Group's development policies. The areas listed below may be affected by these issues.
In the context of such an extreme and prolonged crisis and given the considerable commitments to infrastructure developments, the liquidity risk could manifest as difficulty in obtaining timely, cost-effective financing to cover the requirements of the operations plan and, at the same time, cover the new requirements for finance in the Net Working Capital cycle until the end of the crisis - a crisis first stemming from the pandemic which as now been joined by the war in Ukraine, the energy crisis, and spiralling inflation. The Group has addressed this risk, on the one hand by strategically reviewing its investment plan in consultation with ENAC, identifying new priorities and implementation phases, and on the other by agreeing new loans, most recently, in December 2021, with the European Investment Bank (EIB) up to a maximum of Euro 90 million not requested at June 30, 2023. Thanks to these new sources, the contributions from the COVID compensation fund, the current account balances held and the additional credit line of Euro 5 million, the Group believes it has flexibility of financing in line with the progress of the infrastructure development plan and with actual funding needs. With regard to the covenants of the existing loan agreements, the Group is in compliance with its contractual commitments.
The Group has sought to minimise interest rate risk, in view of its outstanding financing, by entering into both fixed-rate and floating-rate facilities. The EIB loan allows a choice between fixed and variable rates, the amount of which in both cases will be determined by the EIB in relation to the timing of the loan request and the overall conditions of disbursement and repayment.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 46
The Group's credit risk is concentrated, in that 64% of its accounts receivable at September 30, 2023 are claimed from its top ten clients (50% at June 30 and 30% at December 31, 2022). In general, the credit risk is offset through specific trade payable management and control tools and procedures, in addition to adequate provisioning for doubtful accounts – taking into account the increased risk owed to the current crisis – according to the principles of prudency and in compliance with the accounting standards IFRS 15 and IFRS 9, which strengthens the ex-ante analysis approach, rather than existing receivable recovery, in the credit risk assessment processes.
The commercial policies pursued by the Group to limit its exposure involve:
In accordance with the disclosure requirements set out in Article 2428, c.2, No. 6-bis, considering the criteria that inform its choice of investments, such as:
The Group believes the financial risks – understood as the risks of changes in the value of the financial instruments – to be limited.
The Group is not subject to foreign exchange risk since it does not undertake transactions in foreign currencies.
The potential impacts of the conflict in Ukraine are only partially assessable, as they will depend on the geographic extent and severity of the conflict and the duration and magnitude of sanctions and airspace closures.
The Group is exposed to the risk of a loss of traffic volumes to Eastern European countries due to the ongoing conflict between Russia and Ukraine. Therefore, negative consequences on the recovery of traffic volumes are possible, but are currently difficult to assess. At the moment, connections from Bologna to cities in Russia and Ukraine are suspended for war-related reasons, with an estimated impact in terms of the passenger traffic decline from/to these destinations of approximately 150 thousand passengers annually and approx. Euro 500 thousand in terms of EBITDA. Currently, the Group, in its estimates, does not assume the recovery of traffic to/from Russia and Ukraine in the short term and considers that there are no other significant impacts on its operations.
This conflict could, however, adversely affect consumer confidence, the propensity to travel and the economic recovery in general, including outside of Eastern Europe. The conflict in Ukraine could further exacerbate the rise in commodity prices, impacting utility costs and supplies of certain materials. Moreover, the Cyber Security risk is increased by a phase of international conflict, in particular for critical infrastructures such as airports. The Group therefore continues to monitor developments in the conflict to identify any additional risks and impacts on the business.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 47
As a direct cause of climate change, particularly intense and unanticipated weather events (high intensity rainfall, hailstorms, heat waves) have occurred in recent times. Some of these adverse weather events could cause operational problems, as well as a high risk of damage to aircraft and operational equipment/vehicles. As a result, the Group is exposed to the risk of damage to airport infrastructure and equipment, as well as inefficiencies and impacts on airport users, despite the fact that immediate response actions such as the Snow Clearance Plan and remote warning systems are already in place.
The possible impacts of the occurrence of one of these events on airport operations currently do not appear to be readily assessable. The Group, however, has begun climate change vulnerability analyses to (i) assess climatic phenomena and their probability of occurrence; and (ii) define specific contingency plans for the purpose of containing possible damage and disruption caused by such climatic events.
Group operations are significantly based on relations with the leading airlines at the airport and to which the Group offers its services, including - in particular - Ryanair. Due to the large proportion of total passenger flights at the airport operated by Ryanair, the Group is exposed to the risk that the airline may scale back or discontinue entirely its operations at the airport. Ryanair passengers accounted for 54.2% of the airport's total traffic volumes in the first nine months of 2023.
In the wake of the successful multi-year arrangement AdB and Ryanair have consolidated the partnership, started in 2008, with a new 6-year agreement signed in early February 2023. Particularly, AdB and Ryanair have signed an agreement, within the framework of their respective development objectives, in order to: ensure the maintenance of an comprehensive and varied network of connections within the areas served by the carrier and also to ensure network development in line with capacity and consistent with the infrastructure development projects of Marconi airport. The agreement pursues overall long-term sustainability goals and includes an incentive scheme linked to the airport's traffic development policy.
Although in the Group's opinion Bologna airport is of strategic importance to the airline, it is still possible that Ryanair may decide to change the routes served, significantly reducing or discontinuing entirely its flights at the airport. Any reduction or stoppage of flights by the afore-mentioned airline or the stoppage or change to flights with other destinations with high passenger traffic volumes may impact - even to a significant degree - the Group financial statements.
In view of the current air transport industry crisis, any redistribution of passenger traffic among other airlines is more complex and uncertain. However, the Parent Company maintains active relationships with all sector operators.
The Parent Company is exposed to the risk of a decrease in the margins of its Aviation Business Unit due to an increase in traffic volumes by airlines that receive incentives. In accordance with its incentive policy aimed at developing traffic and routes at the Airport, the Company pays some airlines – including both legacy and low-cost carriers – incentives tied to passenger traffic volumes and new routes. This policy limits incentives to levels compatible with positive margins on each airline's operations. However, should passenger traffic and the routes operated by airlines receiving incentives increase over time, the Company's positive margins could decline proportionally, with a negative impact, possibly to a material degree, on the Group's financial performance and financial position.
Although the low-cost segment's share of the Italian national market is increasing, the Group manages this risk by actively developing traffic that generates a positive marginal contribution.
In view of the revised contractual structures consequent to the pandemic and, particularly, resulting in a significant amount of variable fees, compared to the previous and more certain structures with MAG (minimum annual guarantees) there is a risk of variability of Non-Aviation Business Unit revenues - in the retail areas - related to traffic trends at the airport. Similarly, parking revenues are also affected by the same risk profile, which is closely dependent on passenger traffic at Marconi airport.
In this regard however, the Group considers that the forecast for a recovery in traffic results in a nonsignificant profile for this risk.
The Parent Company invests in the airport as part of its overall management on the basis of an Action Plan approved by the Italian Civil Aviation Authority (ENAC). The Action Plan was drafted on the basis of the investments envisaged in the Master Plan according to a modular approach, the main driver of which is air traffic performance. With Order No. 0100428/P dated August 11, 2022, the National Civil Aviation Authority expressed a favourable opinion on the Investment Plan submitted by AdB for the four-year period 2023- 2026.
AdB could encounter difficulties in implementing the investments provided for under the Action Plan in a timely manner due to unforeseeable events, such as delays in the process of obtaining authorisation for and/or executing the works, delays in procurement processes for certain materials or components, with possible adverse effects on the amount of the tariffs that may be applied and possible penal risks of withdrawal from or termination of the Agreement. The execution of the planned interventions could be conditioned by the non-availability of raw materials or by sharply increasing costs. The international geopolitical tensions have, in fact, led to an increase in energy prices, which have reached exceptionally high levels, accompanied by a general rise in inflation. These effects, together with great uncertainty regarding the availability of raw materials, could lead to criticality in the supply of certain materials, an increase in operating costs linked to the functioning of airport infrastructure and an increase in the costs of carrying out certain investments.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 49
On September 30, 2021 - and again with full confirmation in August 2022 - the Parent Company received approval from the National Civil Aviation Authority (ENAC) for the company's proposal to implement the investment plan based on new priorities and executive stages, including postponement of the airport expansion. This is being done in order to respond consistently to the new traffic needs and to allow adequate remuneration of investments and ensure they are fully sustainable in financial terms, based on the COVID-19 health emergency and its significant impact on the operations and performance of the AdB Group. The investment plan as remodelled from time to time, while always ensuring due and constant reporting to ENAC, will be implemented with the financial resources already available.
The handling companies operating at the airport, in response to growing and intense competitive pressure and in order to ensure the economic sustainability of their operations, in recent years placed particular attention on containing personnel costs, as featuring a significant labour-intensive component, in addition to their efficiency, even to detriment of their quality. The difficult market conditions in which these parties operate were thereafter further worsened by the crisis emerging with the COVID-19 outbreak which hits the entire air sector, making already fragile operating-financial conditions even more difficult. This situation may therefore compromise the quality and the continuity of services offered to passengers by handlers at Bologna airport. The Parent Company is working to draw up a contingency plan to ensure the continuity of services, also where difficulties arise among the airport operators currently providing the services.
The Aeroporto Guglielmo Marconi di Bologna S.p.A. Group's core business involves acting as concession holder operating under special exclusive rights to the Bologna airport grounds. Primarily for this reason, it operates in an industry that is highly regulated at the domestic, supranational and international levels. Any change to the regulatory framework (and in particular any changes in relations with the state, public bodies and sector authorities, the determination of airport fees and the amount of concession fees, the airport tariff system, the allocation of slots, environmental protection and noise pollution) may impact operations and Company and Group results.
In terms of the risk of the non-recoverability of the carrying amount of the Concession Rights recognised to intangible assets consolidated at December 31, 2022 for Euro 206 million, as per IAS 36, the Group carried out an impairment test on the most recent cash flow projections approved by the Board of Directors of the Parent Company and based on assumptions considered reasonable and demonstrable, in order to present the best estimate of the future economic conditions that the current situation of uncertainty - in particular on the duration of the crisis - permits. The impairment test did not indicate any loss in value.
With regards to the amounts recognised to Concession Rights at June 30, 2023 - again amounting to Euro 216 million - the Group updated the aforementioned projections on the basis of traffic, revenues, costs and investment forecasts, updated to this date for the reporting year. Partly based on the main new elements that were not included in the December 31, 2022 impairment test and also according to this latter projection, no impairment indicators emerged.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 50
In view of the performance for the first nine months of 2023, against the Y-o-Y forecasts, as indicators of impairment are not evident, the Group confirms the relative recoverability results of the amounts recognised to Concession rights at September 30, 2023, in addition to the Group's net capital employed.
Due to the cyclical nature of the sector in which the Group generally operates, higher revenues and operating results are expected in the third quarter rather than in the first and final quarters of the year. Higher revenues are concentrated in June-September, during the peak summer vacation period experiencing maximum usage levels. In addition, there is a strong business passenger component, due to the characteristics of the local business community and the presence of internationally renowned trade fair events, which offsets the seasonal peaks of tourist activity. Accordingly, financial performance figures for interim periods may not be representative of the Group's financial performance and financial position situation at the annual level.
In 2022, the LVA acoustic footprint was found to be close to airport acoustic zoning limits, with nighttime traffic accounting for approximately 10% of total traffic but contributing 40% of the surface extent of the acoustic footprint. The further increase in traffic in 2023 compared to the preceding year could see these limits being exceeded, which would result in AdB being obliged to prepare the Noise Containment and Abatement Plan in accordance with Law No. 447 of 1995, in addition to receiving an Authority order to suspend air traffic growth.
Following the ministerial meeting on night flight operations, on June 13, 2023 AdB revised its nighttime landing and take-off procedures from June, which are designed and managed by ENAV S.p.A., so as to further decrease overflight impacts on the city of Bologna. Specifically, for the entire 2023 summer season and until the end of October 2023, operational procedures by ENAV in the night time slot (11 pm-6 am), both on takeoff and landing, will avoid overflying city neighbourhoods, except where operation safety and security needs make this unavoidable, while maintaining the schedule of passenger and cargo flights for the entire season substantially unchanged. Additional measures have also been confirmed at the ministerial level, which will consist of departing aircraft turning earlier than provided for by the current ascent procedures. These are predicted to result in a further significant reduction in overflying of inhabited areas, with significant noise footprint overall benefits.
Following a unanimous decision of the members of the Airport "Noise" Commission, on October 26, ENAC, by Order of the Emilia-Romagna Territorial Directorate, has extended until March 31, 2024, both for take-off and landing, the operating procedures decided at the aforementioned inter-institutional technical tables and implemented in recent months, on an experimental basis. This assessed the positive results of the measures for the abatement of night flyover impacts on the city of Bologna, and always subject to the strict requirements for the safety and security of flight operations.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 51
Finally, AdB has confirmed its commitment to establishing a long-term fund to support soundproofing measures for those residential buildings most exposed to the airport's noise impact. The value of this fund supplementing the proceeds of the "IRESA" tax - will be established and disbursed based on subsequent analyses and agreements. There is currently not enough evidence to make a reliable estimate of the value of the liability assumed, which is a prerequisite for the recognition of a liability under IAS 37. Impacts on future budgets will be assessed as more information becomes available.
Regardless of whether the airport noise zoning limits are exceeded, however, in 2024 AdB will be required to analyse its noise footprint based on Directorial Order No. 434 dated November 26, 2018 and Government Legislative Decree No. 194 dated August 19, 2005. These analyses may identify a higher impact than planned under the EIA.
In this regard we note that, as per the relevant EU regulations, several alternative corrective manoeuvres may be introduced before air traffic restrictions are required.
In this Directors' Report, various performance indicators are presented in order to permit a better assessment of operating performance and financial position.
On December 3, 2015, Consob published Communication No. 92543/15, rendering applicable the Guidelines issued on October 5, 2015 by the European Security and Markets Authority (ESMA) regarding the presentation of such indicators in regulated information circulated or financial statements published on or after July 3, 2016. These Guidelines, updating the previous CESR Recommendation (CESR/05-178b), seek to promote the utility and transparency of alternative performance indicators included in regulated information or financial statements within the scope of application of Directive 2003/71/EC in order to improve their comparability, reliability and comprehensibility.
The criteria utilised for these indicators, in line with the above communications, are provided below:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 53
The following table summarises the guarantees granted by the Group.
| in thousands of Euro | 30/09/2023 | 30/09/2022 | Change | Change |
|---|---|---|---|---|
| Sureties | 10,664 | 9,668 | 997 | 10% |
| Pledge on Equity Financial Instruments | 10,873 | 10,873 | 0 | 0% |
| Patronage letters | 1,332 | 1,840 | (508) | -28% |
| Total guarantees provided | 22,869 | 22,380 | 489 | 2% |
At September 30, 2023, the guarantees granted by the Group total approx. Euro 22.9 million and principally concern:
No events have occurred subsequent to period end that would require changes in terms of the presented performance or equity and financial position and that would therefore necessitate adjustments and/or additional disclosures in the financial statements.
However, some significant events occurred after the end of the period or are set to occur in the coming months.
Bologna Airport passengers numbered 943,763 in October, increasing 16.9% on October 2019 (pre-COVID period) and 12.2% on October 2022. This represents the best October in Marconi's history.
Specifically, passengers on domestic flights particularly increased (230,280, +43.2% on October 2019 and +11.6% on October 2022), although international flight passenger numbers were also excellent (713,483, +10.3% on the same month of 2019 and +12.3% on the same month of 2022). Movements also increased to 6,996 (+12.3% on 2019 and +10.9% on 2022), while air cargo totalled 3,854 tonnes (+13.9% on 2019 and - 8.7% on 2022).
The most popular Destinations in October 2023 were: Catania, Barcelona, Palermo, Tirana, Madrid, Frankfurt, Paris De Gaulle, Brindisi, Istanbul, and Bucharest.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 54
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
Passengers in the January-October period numbered 8,652,753, up 8.5% on the same period of 2019 and 18.0% on the same period of 2022. In the first 10 months of 2023, movements totalled 63,352, up 2.7% on 2019 and 12.4% on 2022. Air cargo transported between January and October totalled 34,334 tonnes: +8.3 on 2019 and -3.5% on 2022.
According to ACI Europe's latest forecasts, the estimates for a recovery in passenger traffic in the present year were substantially revised upwards, to reach -4.5% on 2019. Demand has also proved resilient thanks to the support of "revenge tourism" and the reopening of the international traffic from the Asian market after the tight movement restrictions. The recovery however continues to be impacted by the inflationary pressures on the economy, rising travel costs and the geopolitical tensions. Again in 2024, although a recovery of pre-pandemic traffic levels is expected (+1.4% VS 2019), the performance will be impacted by the general sluggishness of the global economy, the still high level of inflation (particularly for energy goods), the availability of the needed raw materials and spare parts, and the continuously-evolving geopolitical tensions (Source: ACI Europe, Airport Traffic Forecast, Revised Outlook 2023-2027, October 2023). Eurocontrol forecasts on the recovery of air movements however remain more conservative, maintaining 2025 as the year for the complete recovery of 2019's numbers (Source: Eurocontrol, Forecast update 2023-2029, October 2023).
Taking a long-term view, also according to the ACI, future air traffic development shall be shaped by a combination of particularly challenging factors for the sector's resilience. In particular: (i) the development of the aviation market which shall structurally feature a prevalence of low cost travel, supported by leisure and VFR travel; (ii) the lack of infrastructural capacity of the European airports, which places a significant limit on expanding their connectivity and an increased risk of congestion, (iii) the decarbonisation policy targets (i.e. EU's Fit for 55), which shall inevitably lead to higher travel costs and a reduction in airport capacity (e.g. Amsterdam Schiphol), and finally (iv) the geopolitical context and fragmentation, which incorporates an intrinsic risk for the discontinuation of supply and for the resilience of structures and the market (Source: ACI Europe, Airport Industry Connectivity Report, June 2023).
In the above-outlined complex environment, traffic at the airport - which so far has been particularly strong - has enabled the Group to deliver results which have beat even the most optimistic forecasts at the beginning of the year in terms of volumes, leading to strong financial results, although margins have been impacted by the general economic environment and inflation.
Over the coming months, the Group will continue to be committed to overcoming the limits of the infrastructure capacity of certain subsystems, through various measures which will affect passengers and a proactive focus on improving service quality. This is against a backdrop of fully functioning infrastructure and operational processes. The Group will continue to work on implementing planned sustainability and digital transformation initiatives.
The Chairperson of the Board of Directors
(Enrico Postacchini)
Bologna, November 14, 2023
Aeroporto Guglielmo Marconi di Bologna S.p.A. 55
Consolidated Financial Statements at September 30, 2023
Statement of Consolidated Financial Position Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Cash Flow Statement Statement of changes in Consolidated Shareholders' Equity
| in thousands of Euro | Notes | As at 30.09.2023 | As at 31.12.2022 |
|---|---|---|---|
| Concession rights | 216,314 | 205,997 | |
| Other intangible assets | 1,445 | 1,391 | |
| Intangible assets | 1 | 217,759 | 207,388 |
| Land, property, plant and equipment | 10,625 | 11,362 | |
| Investment property | 1,617 | 1,617 | |
| Tangible assets | 2 | 12,242 | 12,979 |
| Investments | 3 | 119 | 119 |
| Other non-current financial assets | 4 | 15,231 | 13,489 |
| Deferred tax assets | 5 | 6,464 | 10,002 |
| Other non-current assets | 6 | 261 | 261 |
| Other non-current assets | 22,075 | 23,871 | |
| NON-CURRENT ASSETS | 252,076 | 244,238 | |
| Inventories | 7 | 917 | 912 |
| Trade receivables | 8 | 27,895 | 12,672 |
| Other current assets | 9 | 12,122 | 5,162 |
| Current financial assets | 10 | 0 | 45,058 |
| Cash and cash equivalents | 11 | 43,669 | 27,868 |
| CURRENT ASSETS | 84,603 | 91,672 | |
| TOTAL ASSETS | 336,679 | 335,910 |
| in thousands of Euro | Notes | As at 30.09.2023 |
As at 31.12.2022 |
|---|---|---|---|
| Share capital | 90,314 | 90,314 | |
| Reserves | 99,010 | 67,887 | |
| Profit/(loss) for the period | 14,659 | 31,109 | |
| GROUP SHAREHOLDERS' EQUITY | 12 | 203,983 | 189,310 |
| MINORITY INTERESTS | 0 | 0 | |
| TOTAL SHAREHOLDERS' EQUITY | 12 | 203,983 | 189,310 |
| Severance and other personnel provisions | 13 | 3,432 | 3,313 |
| Deferred tax liabilities | 14 | 2,801 | 2,843 |
| Provision for renewal of airport infrastructure | 15 | 10,449 | 10,541 |
| Provisions for risks and charges | 16 | 1,999 | 1,235 |
| Non-current financial liabilities | 17 | 25,176 | 48,126 |
| Other non-current liabilities | 101 | 115 | |
| NON-CURRENT LIABILITIES | 43,958 | 66,173 | |
| Trade payables | 18 | 29,108 | 24,869 |
| Other liabilities | 19 | 41,812 | 35,179 |
| Provision for renewal of airport infrastructure | 15 | 2,897 | 2,555 |
| Provisions for risks and charges | 16 | 391 | 29 |
| Current financial liabilities | 17 | 14,530 | 17,795 |
| CURRENT LIABILITIES | 88,738 | 80,427 | |
| TOTAL LIABILITIES | 132,696 | 146,600 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 336,679 | 335,910 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 57
| in thousands of Euro | Notes | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
|---|---|---|---|
| Revenues from aeronautical services | 47,657 | 40,347 | |
| Revenues from non-aeronautical services | 39,168 | 31,506 | |
| Revenues from construction services | 16,808 | 9,296 | |
| Other operating revenues and income | 1,082 | 21,892 | |
| Revenues | 20 | 104,715 | 103,041 |
| Consumables and goods | (2,581) | (3,118) | |
| Service costs | (18,182) | (15,745) | |
| Construction service costs | (16,007) | (8,854) | |
| Leases, rentals and other costs | (7,987) | (6,240) | |
| Other operating charges | (2,944) | (2,306) | |
| Personnel costs | (22,983) | (20,047) | |
| Costs | 21 | (70,684) | (56,310) |
| Amortisation of concession rights | (6,181) | (5,573) | |
| Amortisation of other intangible assets | (399) | (324) | |
| Depreciation of tangible assets | (1,576) | (1,541) | |
| Depreciation, amortisation and impairments | 22 | (8,156) | (7,438) |
| Provisions for doubtful accounts | (493) | (745) | |
| Provision for renewal of airport infrastructure | (1,946) | (1,584) | |
| Provisions for other risks and charges | (1,132) | (224) | |
| Provisions for risks and charges | 23 | (3,571) | (2,553) |
| Total Costs | (82,411) | (66,301) | |
| Operating result | 22,304 | 36,740 | |
| Financial income | 24 | 611 | 1,311 |
| Financial expenses | 24 | (2,411) | (965) |
| Result before taxes | 20,504 | 37,086 | |
| Taxes for the period | 25 | (5,845) | (4,490) |
| Profit (loss) for the period | 14,659 | 32,596 | |
| Minority interest profit (loss) | 0 | 0 | |
| Group profit for the period | 14,659 | 32,596 | |
| Undiluted earnings/(loss) per share (in Euro) | 0.41 | 0.91 | |
| Diluted earnings/(loss) per share (in Euro) | 0.41 | 0.91 |
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
|---|---|---|
| Profit (loss) for the period (A) | 14,659 | 32,596 |
| Other profits (losses) that will be reclassified in the net result for the period | 0 | 0 |
| Total other profits (losses) that will be reclassified in the net result for the period (B1) | 0 | 0 |
| Other profits (losses) that will not be reclassified in the net result for the period | ||
| Actuarial profits (losses) on severance and other personnel provisions | 21 | 376 |
| Tax impact on actuarial profits (losses) on severance and other personnel provisions | (5) | (91) |
| Total other profits (losses) that will not be reclassified in the net result for the period (B2) | 16 | 285 |
| Total other profits (losses), net of taxes (B1 + B2) = B | 16 | 285 |
| Total profits (losses), net of taxes (A + B) | 14,675 | 32,881 |
| of which Minority Interests | 0 | 0 |
| of which Group | 14,675 | 32,881 |
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
| in thousands of Euro | As at 30.09.2023 |
As at 30.09.2022 |
|---|---|---|
| Core income-generating operations | ||
| Result for the period before taxes | 20,504 | 37,086 |
| Adjustments to items with no impact on cash and cash equivalents | ||
| - Margin from construction services | (801) | (442) |
| + Depreciation and amortisation | 8,156 | 7,438 |
| + Provisions | 3,571 | 2,553 |
| + Interest expense (income) for discounting and severance provisions | 526 | (1,248) |
| +/- Interest income and financial charges | 1,274 | 902 |
| +/- Losses/gains and other non-monetary costs/revenues | 88 | (23) |
| +/- Severance provisions and other personnel expenses | 101 | 141 |
| Cash flow generated/(absorbed) by operating activities before changes in working capital | 33,419 | 46,407 |
| Change in inventories | (5) | (204) |
| (Increase)/decrease in trade receivables | (15,707) | (3,266) |
| (Increase)/decrease in other receivables and current/non-current assets | (8,100) | (3,880) |
| Increase/(decrease) in trade payables | 4,239 | 6,600 |
| Increase/(decrease) in other liabilities, various and financial | 5,881 | 8,561 |
| Interest paid | (1,722) | (1,002) |
| Interest collected | 120 | 0 |
| Taxes paid | (2,393) | (23) |
| Severance and other personnel provisions paid | (45) | (92) |
| Use of provisions | (2,254) | (1,343) |
| Cash flow generated / (absorbed) by net operating activities | 13,433 | 51,758 |
| Purchase tangible assets | (1,241) | (1,030) |
| Purchases of intangible assets/concession rights | (15,766) | (9,491) |
| Changes in current and non-current financial assets | 45,000 | 0 |
| Cash flow generated / (absorbed) by investing activities | 27,993 | (10,521) |
| Loans received | 15,000 | 0 |
| Loans repaid | (40,244) | (3,231) |
| Payments of leasing capital share | (381) | (434) |
| Cash flow generated / (absorbed) by financing activities | (25,625) | (3,665) |
| Change in closing cash flow | 15,801 | 37,572 |
| Cash and cash equivalents at beginning of period | 27,868 | 28,215 |
| Change in closing cash flow | 15,801 | 37,572 |
| Cash and cash equivalents at end of period | 43,669 | 65,787 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 60
| in thousands of Euro | Share capital |
Share premium reserve |
Legal Reserve |
Other reserves |
FTA Reserve |
Actuarial profits/ (losses) reserve |
Profits (losses) Carried Forward |
Profit (loss) for the period |
Group Shareholde rs' Equity = shareholde rs' equity |
|---|---|---|---|---|---|---|---|---|---|
| Shareholders' Equity at 31.12.2022 | 90,314 | 25,683 | 8,179 | 57,389 | (3,272) | (658) | (19,435) | 31,109 | 189,310 |
| Allocation of the 2022 financial year result |
0 | 0 | 1,494 | 28,537 | 0 | 0 | 1,076 | (31,109) | 0 |
| Share capital increase | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Dividends paid | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total comprehensive profit (loss) | 0 | 0 | 0 | 0 | 0 | 16 | 0 | 14,659 | 14,675 |
| Shareholders' Equity at 30.09.2023 | 90,314 | 25,683 | 9,673 | 85,926 | (3,272) | (642) | (18,359) | 14,659 | 203,983 |
| in thousands of Euro | Share capital |
Share premium reserve |
Legal Reserve |
Other reserves |
FTA Reserve |
Actuarial profits/(los ses) reserve |
Profits (losses) Carried Forward |
Profit (loss) for the period |
Group Shareholders' Equity = shareholders' equity |
|---|---|---|---|---|---|---|---|---|---|
| Shareholders' Equity as at 31.12.2021 |
90,314 | 25,683 | 8,179 | 57,116 | (3,272) | (1,060) | (12,445) | (6,717) | 157,798 |
| Allocation of the 2021 financial year result |
0 | 0 | 0 | 273 | 0 | 0 | (6,990) | 6,717 | 0 |
| Share capital increase | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Dividends paid | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total comprehensive profit (loss) | 0 | 0 | 0 | 0 | 0 | 285 | 0 | 32,596 | 32,862 |
| Shareholders' Equity as at 30.09.2022 |
90,314 | 25,683 | 8,179 | 57,389 | (3,272) | (775) | (19,435) | 32,596 | 190,680 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 61
Notes to the consolidated financial statements
Aeroporto Guglielmo Marconi di Bologna S.p.A. 62
The Group operates in the airport management business. Specifically:
The condensed consolidated interim financial statements of the Group (hereafter "the condensed consolidated interim financial statements of the Group" or "consolidated financial statements") were prepared for the nine months ended September 30, 2023 and include the comparative figures for the year ended December 31, 2022, limited to the Consolidated Statement of Financial Position and the comparative figures for the January 1- September 30 period, limited to the Consolidated Income Statement, Consolidated Statement of Comprehensive Income and Consolidated Cash Flow Statement. The consolidated financial statements were prepared under the historic cost convention, except for financial assets held-for-sale, and Intangible Assets comprising Energy Certificates, which were recognised at fair value, and in accordance with the going concern principle.
For further information on risk factors, assumptions and uncertainties, please refer to the relevant paragraph in the Directors' Report.
The consolidated financial statements are presented in thousands of Euro, which is also the Group functional currency, and all amounts are rounded to the nearest thousands of Euro, where not otherwise indicated.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 63
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
The publication of the condensed consolidated interim financial statements of Aeroporto Guglielmo Marconi di Bologna S.p.A. and the two subsidiaries (the Group) for the first nine months of 2023 was approved by the Board of Directors on November 14, 2023.
The Condensed Consolidated Interim Financial Statements at September 30 were prepared as per IAS 34 "Interim Financial Statements" including condensed explanatory notes in accordance with the above-mentioned international accounting standard and supplemented in order to provide greater disclosure where considered necessary. These Consolidated Financial Statements must therefore be read together with the Consolidated Financial Statements for the year 2022 prepared in accordance with IFRS International Accounting Standards issued by the International Accounting Standards Board ("IASB").
The accounting standards and policies utilised are those adopted for the preparation of the annual financial statements at December 31, 2022, to which reference should be made, with the exception of the new accounting standards, amendments and interpretations which entered into force from January 1, 2023, applied for the first time by the Group at the obligatory effective date. The Group has not adopted in advance any accounting standard, interpretation or amendment issued but not yet in effect.
The Group opted to apply the Separate and Consolidated Statement of Comprehensive Income, as permitted by IAS 1, considering such more representative of operations. In particular, the Statement of Consolidated Financial Position has been prepared by separating assets and liabilities into current and non-current categories.
An asset is current when:
All other assets are classified as non-current.
A liability is considered current when:
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 64
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
The Consolidated Income Statement has been prepared by classifying income and expenses by their nature, whereas the Consolidated Cash Flow Statement has been prepared using the indirect method, according to which cash flows are classified into operating, investing and financing categories.
The consolidated financial statements at September 30, 2023 were prepared based on the financial statements of the Parent Company and its subsidiaries, directly and indirectly held, approved by the respective shareholders' meetings or executive bodies, appropriately adjusted in line with IFRS. The subsidiary companies are fully consolidated from the date of acquisition, or from the date in which the Group acquires control, and ceases to be consolidated at the date on which the Group no longer has control.
The following table summarises the information on the subsidiaries at September 30, 2023 and December 31, 2022 in terms of the Group's direct and indirect holding.
| % Held | ||||
|---|---|---|---|---|
| SUBSIDIARIES (in thousands of Euro) | Share capital |
As at 30.09.2023 | As at 31.12.2022 | |
| Fast Freight Marconi S.p.a. Società Unipersonale | 520 | 100.00% | 100.00% | |
| Tag Bologna S.r.l. Società Unipersonale | 316 | 100.00% | 100.00% |
The Aeroporto Guglielmo Marconi di Bologna Group, in application of IFRS 8, identified its operating segments as the business areas which generate revenues and costs, whose results are periodically reviewed by the highest decision-making level in order to evaluate the outcome of the decisions concerning the allocation of resources and for which separate financial statements are available.
The Group operating segments as per IFRS 8 - Operating Segment are as follows:
The disclosure concerning operating segments for the Continuing Operations is outlined to reflect the future organisational structure of the Group, with separate disclosure for Discontinued Operations.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 65
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
In relation to the operating segments, the Group evaluates their performance based on passenger revenues, separating those concerning the aviation sector from those concerning the non-aviation sector.
The account "Other" residually includes those businesses not directly attributable to the identified segments. The significant amount in 2022 is due to the contribution from the compensation fund established under Italian law No. 178 of December 30, 2020 (the 2021 Budget Law), enacted by Decree of the Ministry for Infrastructure and Sustainable Mobility, in concert with the Ministry for the Economy and Finance, of November 25, 2021, for the coverage of losses caused by the pandemic during the period March 1 to June 30, 2020. The Group decided not to allocate this component of income to the individual operating segments so as not to alter the presentation of the business units' performance for the period.
In Group operations, financial income and charges and taxes are not allocated to the individual operating segments.
The segment assets are those employed by the segment for operating activities or which may be allocated reasonably for the carrying out of operating activities.
The segment assets presented are measured utilising the same accounting policies adopted for the presentation of the Group consolidated financial statements.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2023 |
|
|---|---|---|---|---|---|
| Aviation | Non-Aviation | Other | Total | ||
| Revenues | 64,242 | 40,473 | 0 | 104,715 | |
| Costs | (54,946) | (15,738) | 0 | (70,684) | |
| Gross operating profit/(loss) | 9,296 | 24,735 | 0 | 34,031 | |
| Depreciation, amortisation & impairment | (5,576) | (2,580) | 0 | (8,156) | |
| Provisions | (3,217) | (354) | 0 | (3,571) | |
| Operating result | 503 | 21,801 | 0 | 22,304 | |
| Financial income | 0 | 0 | 611 | 611 | |
| Financial expenses | 0 | 0 | (2,411) | (2,411) | |
| Result before taxes | 503 | 21,801 | (1,800) | 20,504 | |
| Taxes for the period | 0 | 0 | (5,845) | (5,845) | |
| Profit (loss) for the period | 503 | 21,801 | (7,645) | 14,659 | |
| Minority interest profit | 0 | 0 | 0 | 0 | |
| Group profit (loss) | 0 | 0 | 0 | 14,659 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 66
| in thousands of Euro | For the nine months ended 30.09.2022 |
For the nine months ended 30.09.2022 |
For the nine months ended 30.09.2022 |
For the nine months ended 30.09.2022 |
|---|---|---|---|---|
| Aviation | Non-Aviation | Other | Total | |
| Revenues | 49,884 | 32,020 | 21,137 | 103,041 |
| Costs | (45,243) | (11,067) | 0 | (56,310) |
| Gross operating profit/(loss) | 4,641 | 20,953 | 21,137 | 46,731 |
| Depreciation, amortisation & impairment | (5,014) | (2,424) | 0 | (7,438) |
| Provisions | (2,121) | (432) | 0 | (2,553) |
| Operating result | (2,494) | 18,097 | 21,137 | 36,740 |
| Financial income | 0 | 0 | 1,311 | 1,311 |
| Financial expenses | 0 | 0 | (965) | (965) |
| Result before taxes | (2,494) | 18,097 | 21,483 | 37,086 |
| Taxes for the period | 0 | 0 | (4,490) | (4,490) |
| Profit (loss) for the period | (2,494) | 18,097 | 16,993 | 32,596 |
| Minority interest profit | 0 | 0 | 0 | 0 |
| Group profit (loss) | 0 | 0 | 0 | 32,596 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 67
The table below presents the segment information for assets:
| As at 30.09.2023 | As at 30.09.2023 | As at 30.09.2023 | As at 30.09.2023 | |
|---|---|---|---|---|
| in thousands of Euro | Aviation | Non-Aviation | Other | Total |
| Non-current assets | 192,613 | 37,470 | 21,993 | 252,076 |
| Intangible assets | 189,060 | 28,699 | 0 | 217,759 |
| Concession rights | 188,278 | 28,036 | 0 | 216,314 |
| Other intangible assets | 782 | 663 | 0 | 1,445 |
| Tangible assets | 3,482 | 8,760 | 0 | 12,242 |
| Land, property, plant and equipment | 3,482 | 7,143 | 0 | 10,625 |
| Investment property | 0 | 1,617 | 0 | 1,617 |
| Other non-current assets | 71 | 11 | 21,993 | 22,075 |
| Investments | 0 | 0 | 119 | 119 |
| Other non-current financial assets | 0 | 0 | 15,231 | 15,231 |
| Deferred tax assets | 0 | 0 | 6,464 | 6,464 |
| Other non-current assets | 71 | 11 | 179 | 261 |
| Current assets | 31,183 | 8,203 | 45,217 | 84,603 |
| Inventories | 423 | 494 | 0 | 917 |
| Trade receivables | 21,456 | 6,439 | 0 | 27,895 |
| Other current assets | 9,304 | 1,270 | 1,548 | 12,122 |
| Current financial assets | 0 | 0 | 0 | 0 |
| Cash and cash equivalents | 0 | 0 | 43,669 | 43,669 |
| Total Assets | 223,796 | 45,673 | 67,210 | 336,679 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 68
| As at 30.09.2022 | As at 30.09.2022 | As at 30.09.2022 | As at 30.09.2022 | ||
|---|---|---|---|---|---|
| in thousands of Euro | Aviation | Non-Aviation | Other | Total | |
| Non-current assets | 181,311 | 38,207 | 23,707 | 243,225 | |
| Intangible assets | 177,448 | 26,307 | 0 | 203,755 | |
| Concession rights | 176,727 | 25,800 | 0 | 202,527 | |
| Other intangible assets | 721 | 507 | 0 | 1,228 | |
| Tangible assets | 3,712 | 11,891 | 0 | 15,603 | |
| Land, property, plant and equipment | 3,712 | 7,159 | 0 | 10,871 | |
| Investment property | 0 | 4,732 | 0 | 4,732 | |
| Other non-current assets | 151 | 9 | 23,707 | 23,867 | |
| Investments | 0 | 0 | 44 | 44 | |
| Other non-current financial assets | 0 | 0 | 13,379 | 13,379 | |
| Deferred tax assets | 0 | 0 | 10,167 | 10,167 | |
| Other non-current assets | 151 | 9 | 117 | 277 | |
| Current assets | 25,698 | 6,468 | 66,886 | 99,052 | |
| Inventories | 416 | 523 | 0 | 939 | |
| Trade receivables | 17,455 | 5,214 | 0 | 22,669 | |
| Other current assets | 7,827 | 731 | 1,099 | 9,657 | |
| Current financial assets | 0 | 0 | 0 | 0 | |
| Cash and cash equivalents | 0 | 0 | 65,787 | 65,787 | |
| Total Assets | 207,009 | 44,675 | 90,593 | 342,277 |
Segment disclosure regarding the identified operating segments is undertaken as outlined below.
Aviation: refers to the airport's core business. This includes aircraft landing, take-off and parking fees, passenger boarding fees, freight fees, in addition to passenger security control fees and hand-carry and checked baggage control fees. It includes also cargo handling, customs clearance and fuelling operations. Finally, this segment includes all centralised infrastructure and exclusive assets: the centralised infrastructure represents revenues received in relation to infrastructure under the exclusive operation of the airport management company for reasons of safety, security or in view of their economic impact. Exclusive assets concern check-in desks, the gates and spaces assigned to airport operators.
Non-Aviation: operations not directly connected to the aviation business. This include sub-concession, retail, catering, self-hire and parking management operations, the Marconi Business Lounge and advertising.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 69
The breakdown of revenues and costs between the Aviation and Non-Aviation SBU's follows ENAC's guidelines for analytic/regulatory reporting for airport management companies, in line with Article 11 decies of Law No. 248/05 and the Ministry of Transport Guidelines of December 31, 2006.
The residual accounts excluded from regulatory reporting were subsequently allocated according to the operating criteria.
The main differences were as follows:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 70
The following table breaks down intangible assets at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 30.09.2023 As at 31.12.2022 |
Change | |
|---|---|---|---|
| Concession rights | 216,314 | 205,997 | 10,317 |
| Software, licences and similar rights | 675 | 765 | (90) |
| Other intangible assets | 41 | 45 | (4) |
| Energy Certificates | 0 | 0 | 0 |
| Other intangible assets in progress | 729 | 581 | 148 |
| TOTAL INTANGIBLE ASSETS | 217,759 | 207,388 | 10,371 |
In the first nine months of 2023, Concession rights increased Euro 16.1 million, gross of amortisation in the period (equal to the fair value of construction services provided in the period), and net of the Terminal Value on these assets i.e. of the takeover value pursuant to Article 703 of the Naval Code recognised to item "4. Other noncurrent financial assets", at the amount revalued to the conclusion of the concession and discounted at September 30, 2023 for Euro 1.6 million.
The increase in Concession rights is mainly due to:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 71
In addition to the progress of the above works, ongoing at June 30, except for the partial entry into service of the "third lot" apron, the construction of a new airport runoff water lamination plant to replace the existing "Cava Olmi" basin and the construction of a new building for the Finance Police's dog unit were completed during the period.
The amount includes, finally, work advances totalling Euro 1.3 million regarding the reconfiguration of the departures hall and the security area.
Amortisation of concession rights in the period amounted to Euro 6.2 million and was applied according to the residual duration of the concession.
Software, licenses and similar rights increased by Euro 305 thousand, gross of amortisation in the period, which mainly concerns investments for the development and implementation of an API - Application Programming Interface platform related to the Innovation Plan.
The Group constantly monitors financial performance and compares it with the 2023-2046 forecasts approved by the Board of Directors of the Parent Company and used to conduct impairment testing on the concession rights for the year ended December 31, 2022, which was prepared taking due account of the impacts on the estimates of the factors covered by the ESMA recommendation of October 28, 2022 mentioned in the Discretionary Evaluations and Significant Accounting Estimates note; no impairment losses emerged in the period.
With reference to the amounts recognised under Concession Rights at June 30, 2023 of Euro 216 million, the Group has revised the above projections and the related sensitivities on the basis of traffic, revenue, cost and investment forecasts, updated as of that date and referring to the present year, taking due account of, among others, the new tariffs for the 2023-2026 four-year period approved by the TRA on July 13, 2023, decreasing compared to those used for the impairment test in the 2022 financial statements and, where relevant, the main risks and uncertainties presented in the Directors' Report at June 30, 2023, to which reference should be made for further details; no indicators of impairment as defined by IAS 36 emerged from this projection.
Considering the above and in view of the performance for the first nine months of 2023, against the 2023 Y-o-Y forecasts, the Group confirms the relative recoverability results of the amounts recognised to Concession rights at September 30, 2023, in addition to the Group's net capital employed.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 72
in thousands of Euro As at 30.09.2023 As at 31.12.2022 Change Land 2,763 2,763 0 Buildings, light constructions and improvements 3,223 3,232 (10) Machinery, equipment & plant 1,671 1,877 (206) Furniture, EDP and transport 1,723 1,663 59 Building plant and machinery in progress and advances 598 809 (210) Investment property 1,617 1,617 0 TOTAL TANGIBLE ASSETS 11,595 11,961 (367) Land in leasing 305 560 (255) Leased machinery, equipment & plant 190 262 (72) Leased furniture, office machinery, transport equipment 152 196 (44) TOTAL LEASED TANGIBLE ASSETS 647 1,018 (370) TOTAL TANGIBLE ASSETS 12,242 12,979 (737)
The following table breaks down tangible assets at September 30, 2023 (compared with December 31, 2022).
At September 30, 2023, gross investment in this category totalled Euro 1.3 million and mainly concerns the purchase of x-ray machines for security checks, a vehicle for apron manoeuvres, six electric vehicles, in addition to computers, hardware and various equipment.
This category includes right-of-use assets, recognised in accordance with IFRS 16, which the Group recognises as a lessee primarily for the long-term lease of land used for parking, employee motor vehicles, De Icer plant and some equipment. The amount recognised at September 30, 2023 corresponds to the present value of the lease instalments falling due, which is reflected under current and non-current financial liabilities for leases.
The Investment properties item includes the total value of the real estate complex owned by the Group and intended for investment properties. This investment was initially recorded at purchase cost and subsequently valued using the cost method, not subject to depreciation, although as indicated by IAS 40 annually subjected to checks for any impairment indicators, also through evaluations carried out internally by the parent company.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 73
In the financial statements at December 31, 2022, on the basis of the appraisal carried out by an outside expert to support the fair value measurement, the value of this property complex was written down. As of the date of preparation of these financial statements, the above assessment is confirmed as no indicators of impairment emerged.
The following table breaks down other investments at September 30, 2023 (compared with December 31, 2022):
| in thousands of Euro | As at 31.12.2022 |
Increases / Acquisitions |
Decreases / Disposals |
Write-downs | As at 30.09.2023 |
|---|---|---|---|---|---|
| Other investments | 119 | 0 | 0 | 0 | 119 |
| TOTAL INVESTMENTS | 119 | 0 | 0 | 0 | 119 |
The composition of the account is as follows:
| in thousands of Euro | Holding | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|---|
| UrbanV Spa | 5% | 75 | 75 | 0 |
| Bologna Welcome Srl | 10% | 41 | 41 | 0 |
| Consorzio Energia Fiera District | 14.3% | 3 | 3 | 0 |
| CAAF dell'Industria Spa | 0.07% | 0 | 0 | 0 |
| TOTAL OTHER INVESTMENTS | 119 | 119 | 0 |
The following table shows the movements in other non-current financial assets for the period ended September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 31.12.2022 |
Increases/ Acquisitions |
Decreases / Reclass. |
Write downs |
As at 30.09.2023 |
|---|---|---|---|---|---|
| Receivables from Terminal Value | 1,553 | 1,728 | 0 | 0 | 3,281 |
| Equity Financial Instruments | 10,873 | 0 | 0 | 0 | 10,873 |
| Other financial assets | 1,063 | 14 | 0 | 0 | 1,077 |
| TOTAL OTHER NON-CURRENT FINANCIAL ASSETS | 13,489 | 1,742 | 0 | 0 | 15,231 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 74
At September 30, 2023, the account "Other non-current financial assets" comprised:
Euro 3.3 million in receivables from Terminal Value for the portion of fees for construction/improvement services provided by the Group relating to investments in concession rights, as well as a supplement to the performance obligation fee, in accordance with IFRS 15, on the interventions carried out on the provisions for renewal of airport infrastructure. This receivable, recorded at present value, derives from application of the Terminal Value regulation as per Article 703 of the Navigation Code, which established that, for investments in concession rights and for the interventions carried out on the provisions for renewal of airport infrastructure, the airport manager shall receive from the succeeding concession holder, on conclusion of the concession, an amount equal to the residual value at that date of the investment according to the regulatory accounting rules. The increase on December 31, 2022 mainly relates to the takeover value calculated on the works for the construction of the aircraft apron (lot III) entering into service by September 30, in addition to the expropriation indemnity for the lands on which the wooded strip will be created and on other works on the taxiway and the taxilane planned in the provision for the renewal of airport infrastructure.
Euro 10.9 million of equity financial instruments in Marconi Express Spa, concession holder for the construction and management of the rapid rail link infrastructure between the Airport and Bologna Central Station called People Mover. This financial instrument, subscribed by the Parent Company on January 21, 2016 for a total value of Euro 10.9 million, is recorded corresponding to the amount effectively paid or rather the cost incurred at that date. The investment, in addition to the strategic/operating interest related to improving accessibility to the airport, meets the Group's objective both in relation to the collection of the contractual cash flows and to any future sale of the financial asset. In accordance with IFRS 9, since it is an equity instrument, financial assets are measured at fair value through profit or loss. In this case, considering the difficulty in measuring the fair value of these Equity Financial Instruments, the subsequent valuations is at cost as the best fair value estimate. Due to the wide range of values that the fair value of the instrument can take as part of a valuation based on the present value of expected cash flows over a very long period such as that of the airport concession, this analysis is used only for the purpose of identifying possible impairment. With regards to the valuation of the Equity Financial Instrument at September 30, 2023, no movement was made as the interim results announced at June 30 by the concession holder in terms of tickets sold and traffic expectations for the full year are strong and in line with the business plan. On the basis of these and other factors, the Group considers there is no indicators of impairment to be recorded on the value of the equity instrument at September 30, 2023. Marconi Express at December 31, 2022 reports shareholders' equity of Euro 16 million (Share Capital of Euro 8 million, fully subscribed and paid-in) and a net loss for the year of Euro 1.6 million, improving on the Euro 3.1 million loss in the previous year;
Euro 1.1 million of a capitalisation product purchased in 2019, with a 10-year duration and 2029 maturity. In accordance with the standard IFRS 9, these assets are classified to the category "Held to collect – HTC", as this complies with the Group's need to invest temporary liquidity held in order to collect the contractual cash flows. In this specific case, the maturity is defined contractually, but the return is related to the capital management performance and therefore this financial instrument is measured at fair value through profit or loss.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 75
The following table presents the movements in deferred tax assets for the period ended September 30, 2023, compared with December 31, 2022.
| in thousands of Euro | As at 31.12.2022 | Provisions | Util./adjustments | As at 30.09.2023 |
|---|---|---|---|---|
| DEFERRED TAX ASSETS | 10,002 | 1,152 | (4,690) | 6,464 |
The principal temporary differences on which deferred tax assets are recognised at September 30 concern:
The decrease in the period is mainly due to the full use, as a deduction from earnings in the period, of the deferred tax assets accrued in 2020 and 2021 against the IRES tax losses.
With regards to the deferred tax assets, which are recognised to the financial statements, their recoverability is reliably attributable to the underlying forecasts from the Group's most up-to-date financial projections.
The following table breaks down other non-current assets at September 30, 2023 (unchanged on December 31, 2022):
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | |
|---|---|---|---|
| Non-current prepayments and accrued income | 42 | 42 | 0 |
| Guarantee deposits | 92 | 92 | 0 |
| Non-current tax receivables | 127 | 127 | 0 |
| OTHER NON-CURRENT ASSETS | 261 | 261 | 0 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 76
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
The following table breaks down inventories at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Inventories of raw materials, supplies and consumables | 588 | 524 | 64 |
| Inventories of finished products | 329 | 388 | (59) |
| INVENTORIES | 917 | 912 | 5 |
Supplies and consumables concern inventories held of heating fuel and de-icing liquid for the runway, workshop materials and consumables, such as stationery, moulds and uniforms, while inventories of finished goods refer to aircraft fuel and antifreeze liquid for de-icing the aircraft. There are no significant changes from December 31, 2022.
The table below illustrates the trade receivables and the relative provision for doubtful accounts:
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Trade receivables | 30,782 | 15,075 | 15,707 |
| Allowance for doubtful accounts | (2,887) | (2,403) | (485) |
| TRADE RECEIVABLES | 27,895 | 12,672 | 15,222 |
At September 30, 2023, gross trade receivables, which include allowances for invoices and credit notes to be issued, totalled Euro 30.8 million, increasing Euro 15.7 million on December 31, 2022, mainly due to a growth in revenue since average collection days are stable (54 days at September 30, 2023, compared to 52 days at December 31, 2022).
Gross trade receivables are shown net of the provision for doubtful accounts: this latter increased due to the write-downs carried out on the basis of specific analysis of cases in arrears and/or in dispute and to the writedown applied on the residual debtor balance, classified by customer category and overdue period, with the simplified parameter method applied, as permitted by IFRS 9 for companies with a diversified and fragmented client portfolio (Provision Matrix).
Aeroporto Guglielmo Marconi di Bologna S.p.A. 77
The provisions for doubtful accounts in the year total Euro 0.6 million, of which Euro 0.1 million recorded as a direct reduction of the relative revenues as concerning amounts maturing in the period which are no longer considered collectible.
The movement in the allowance for the doubtful accounts in during the period was as follows:
| in thousands of Euro | As at 31.12.2022 |
Provisions | Utilisations | Releases | As at 30.09.2023 |
|---|---|---|---|---|---|
| PROVISIONS FOR DOUBTFUL ACCOUNTS | (2,403) | (575) | 90 | 0 | (2,887) |
At the end of October 2023, 38% of the receivables recorded at September 30 have been collected.
The following table breaks down other current assets at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| VAT Receivable | 167 | 170 | (3) |
| Direct income tax receivables | 255 | 217 | 38 |
| Employee receivables | 81 | 31 | 50 |
| Other receivables | 11,619 | 4,744 | 6,874 |
| OTHER CURRENT ASSETS | 12,122 | 5,162 | 6,959 |
The increase in this category is due to the increased "other receivables" for nearly Euro 7 million. A breakdown is provided in the following table.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 78
| in thousands of Euro | As at 30.09.2023 As at 31.12.2022 |
Change | |
|---|---|---|---|
| Receivables for passenger boarding fees surtax | 9,362 | 3,986 | 5,376 |
| IRESA receivables | 347 | 200 | 147 |
| Other current receivables provision for doubtful accounts | (1,331) | (1,289) | (42) |
| Prepayments and accrued income | 1,337 | 790 | 547 |
| Advances to suppliers | 164 | 5 | 159 |
| Pension and social security institutions | 62 | 80 | (18) |
| Other current receivables | 1,678 | 972 | 706 |
| TOTAL OTHER RECEIVABLES | 11,619 | 4,744 | 6,874 |
The increase is mainly due to the trade receivables for passenger boarding fee surtaxes, which is considered directly related to the traffic performance, in addition to "accrued income and prepayments", which includes insurance premiums, data processing fees and other services invoiced in advance. The increase in this aggregate was mainly due to seasonal factors.
The account "other current receivables provision for doubtful accounts" includes the provision for passenger boarding fee surtax doubtful accounts and for IRESA, obtained for reclassification under assets in the statement of financial position, as a deduction of the respective receivable, of the surtax and IRESA charged to the carriers which in the meantime were subject to administration procedures or which contested the charge. This item, which is exclusively posted in the statement of financial position, is classified as a deduction of the respective receivables due to the high improbability of recovery, reporting the following movements:
| in thousands of Euro | As at 31.12.2022 |
Provisions/Increases Utilisations | Releases | As at 30.09.2023 |
|
|---|---|---|---|---|---|
| Municipal surtax receivable provision | (1,283) | (38) | 0 | 0 | (1,321) |
| Provisions for doubtful accounts for IRESA | (6) | (3) | 0 | 0 | (9) |
| TOTAL PROVISIONS FOR OTHER DOUBTFUL ACCOUNTS | (1,289) | (41) | 0 | 0 | (1,331) |
Finally, it is recalled that at the end of 2022 AdB submitted to GH Italia S.p.A. a request for a verification of the price adjustment clause of the sales price of the holding in Marconi Handling, a clause contained in the December 2012 deed of sale of the holding that provides for a price adjustment mechanism linked to conditions which would needed to be completed by December 31, 2022 at the latest. Although checks and contacts with GH have continued in order to precisely calculate the receivable in fulfilment of this contractual clause, the difficulty in determining the amount of the receivable remains, resulting in its non-recognition at December 31, 2022, which is confirmed at September 30, 2023.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 79
The following table breaks down current financial assets at September 30, 2023 and in the subsequent table the movements in the period.
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change | |
|---|---|---|---|---|
| Time deposits | 0 | 45,058 | (45,058) | |
| CURRENT FINANCIAL ASSETS | 0 | 45,058 | (45,058) |
| in thousands of Euro | As at 31.12.2022 |
Acquisitions | Other increases Reclassifications |
Decreases / Disposals |
As at 30.09.2023 |
|---|---|---|---|---|---|
| Time deposits | 45,058 | 0 | 582 | (45,640) | 0 |
| TOTAL CURRENT FINANCIAL ASSETS | 45,058 | 0 | 582 | (45,640) | 0 |
At December 31, 2022, this account comprised Time Deposits undertaken by the Parent Company at the end of 2022 with six and twelve-month durations. The movement in the period is due to the receipt of the Time Deposits maturing in June 2023 for Euro 15 million and to the reclassification to item "11. Cash and cash equivalents" of the Time Deposits maturing in December 2023 for Euro 30 million, including the yield maturing at September 30.
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Bank and postal deposits | 43,638 | 27,839 | 15,799 |
| Cash in hand and similar | 31 | 29 | 2 |
| CASH AND CASH EQUIVALENTS | 43,669 | 27,868 | 15,801 |
"Bank and postal deposits" represent the bank current account balances, in addition to the Time Deposits of a nominal value of Euro 30 million maturing in December 2023. For the comment on liquidity in the period, reference should be made to Section 3.2 of the Directors' Report.
In addition to bank current accounts, the parent company has an unutilised credit line of Euro 5 million available.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 80
The following table breaks down the Shareholders' Equity at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Share capital | 90,314 | 90,314 | 0 |
| Reserves | 99,010 | 67,887 | 31,123 |
| Profit/(loss) for the period | 14,659 | 31,109 | (16,450) |
| GROUP SHAREHOLDERS' EQUITY | 203,983 | 189,310 | 14,673 |
The share capital of the Parent Company at September 30, 2023 amounts to Euro 90,314,162, entirely paid-in and comprising 36,125,665 ordinary shares without par value.
The following table outlines the calculation of the basic and diluted earnings per share:
| in Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
|---|---|---|
| Group profit (loss) for the period (*) | 14,673,920 | 32,881,619 |
| Average number of shares outstanding | 36,125,665 | 36,125,665 |
| Undiluted earnings/(losses) per share | 0.41 | 0.91 |
| Diluted earnings/(losses) per share | 0.41 | 0.91 |
(*) from Consolidated Statement of Comprehensive Income
The undiluted earnings/(losses) and diluted earnings/(losses) per share of the AdB Group at September 30, 2023 and December 31, 2022 are the same due to the absence of potential dilutive instruments.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 81
The following table breaks down the Reserves at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Share premium reserve | 25,683 | 25,683 | 0 |
| Legal reserve | 9,673 | 8,179 | 1,494 |
| Extraordinary reserve | 85,926 | 57,389 | 28,537 |
| FTA Reserve | (3,272) | (3,272) | 0 |
| Profits (losses) carried forward | (18,359) | (19,435) | 1,076 |
| OCI reserve | (642) | (658) | 16 |
| TOTAL RESERVES | 99,010 | 67,887 | 31,123 |
The share premium reserve comprises:
Pursuant to Article 2431 of the Civil Code this reserve is available but may not be distributed until the legal reserve has reached the limit established as per article 2430 of the Civil Code.
The legal reserve, extraordinary reserve and the retained earnings reserve therefore increased due to the allocation of the 2022 profit of the parent company and of the subsidiaries. The retained earnings/accumulated losses also moved due to the profits for the preceding period deriving from the IAS accounting entries of the subsidiaries.
The OCI reserve records the changes deriving from the discounting of the severance provision in accordance with IAS 19 revised (note 13), net of the relative tax effect as per the following table:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 82
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Actuarial gains/losses as per IAS 19 | (841) | (862) | 21 |
| Deferred taxes on actuarial gains/losses as per IAS 19 | 199 | 204 | (5) |
| OCI RESERVE | (642) | (658) | 16 |
| of which minority interest | 0 | 0 | 0 |
| of which Group | (642) | (658) | 16 |
The following table breaks down severance and other personnel provisions at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Post-employment benefit provision | 3,133 | 3,106 | 27 |
| Other personnel provisions | 299 | 207 | 92 |
| SEVERANCE AND OTHER PERSONNEL PROVISIONS | 3,432 | 3,313 | 119 |
The table below shows the movements in the provisions in the period:
| in thousands of Euro | As at 31.12.2022 | Service cost |
Net interest |
Benefits paid |
Actuarial profits/(losses) |
As at 30.09.2023 |
|---|---|---|---|---|---|---|
| Post-employment benefit provision | 3,106 | 9 | 84 | (45) | (21) | 3,133 |
| Other personnel provisions | 207 | 92 | 0 | 0 | 0 | 299 |
| SEVERANCE AND OTHER PERSONNEL PROVISIONS | 3,313 | 101 | 84 | (45) | (21) | 3,432 |
The other personnel provisions at September 30, 2023 concern the long-term incentive plan and the noncompetition agreement of the Chief Executive Officer/General Manager of the Parent Company.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 83
The following table breaks down the deferred tax liabilities at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 31.12.2022 | Provisions | Utilisations | As at 30.09.2023 |
|---|---|---|---|---|
| DEFERRED TAX LIABILITIES | 2,843 | 5 | (47) | 2,801 |
The deferred tax liability provision amounts to Euro 2.8 million. The deferred tax liabilities were recorded on transition to IFRS following the application of IFRIC 12 "Service concession arrangements", as illustrated in the note relating to the Transition to International Accounting Standards IFRS in the 2014 Financial Statements. The uses in the period are almost exclusively due to the application of IFRIC 12 on the investments in concession rights.
The provision for renewal of airport infrastructure includes the provision allocated to cover the conservation maintenance expenses and renewal of the assets held under concession which the Group must return at the end of the concession period in perfect functioning state.
The changes in the provision in the period ending September 30, 2023 are reported below, divided between noncurrent and current.
| in thousands of Euro | As at Increases 31.12.2022 |
Utilisati ons |
Reclassificati ons |
As at 30.09.2023 |
|
|---|---|---|---|---|---|
| Provision for renewal of airport infrastructure (non-current) | 10,541 | 2,407 | 0 | (2,499) | 10,449 |
| Provision for renewal of airport infrastructure (current) | 2,555 | 0 | (2,157) | 2,499 | 2,897 |
| TOTAL PROVISION FOR RENEWAL OF AIRPORT INFRASTRUCTURE |
13,096 | 2,407 | (2,157) | 0 | 13,346 |
At September 30, 2023, the provision for the renewal of airport infrastructure totalled Euro 13.3 million (Euro 13.1 million at December 31, 2022). The increase is due to the accrual for the period of Euro 1.9 million, in addition to the Euro 0.5 million increase due to the effect of financial expenses for the discounting of cash flows. The uses for Euro 2.2 million mainly concern the airside upgrading works on the taxiway and taxi lanes, in addition to the upgrading of the Terminal bathrooms and other roadway works.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 84
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
The changes in the non-current and current provision for risks and charges in the nine months ended September 30, 2023 are reported below:
| in thousands of Euro | As at 31.12.2022 |
Provisions | Util./Other decreases |
As at 30.09.2023 |
|---|---|---|---|---|
| Risk provision for disputes | 1,166 | 770 | 0 | 1,936 |
| Provisions for other risks and charges | 69 | 0 | (6) | 63 |
| PROVISIONS FOR RISKS AND CHARGES (NON-CURRENT) | 1,235 | 770 | (6) | 1,999 |
| Employee back-dated provision | 29 | 362 | 0 | 391 |
| PROVISIONS FOR RISKS AND CHARGES (CURRENT) | 29 | 362 | 0 | 391 |
| TOTAL PROVISIONS FOR RISKS AND CHARGES | 1,264 | 1,132 | (6) | 2,390 |
The "Risk provision for disputes" includes the updated liabilities prudently estimated, including with the help of mandated lawyers, for pending litigation. Reference should be made to the Disputes section of the Directors' Report to the 2022 Half-Year Report for further details and of this report. No new disputes emerged during the period.
The accrual in the period is mainly due to the estimate of interest owing in relation to the fire prevention service (Euro 19.8 million at September 30, 2023), as governed by Article 1, paragraph 1328 of the 2007 Finance Act, modified by Article 4, paragraph 3-bis of Law No. 2/2009.
The employee backed-dated provision at December 31, 2022 related only to the subsidiary FFM and, in particular, the estimate in financial terms of the renewal of the Handlers' National Collective Bargaining Agreement (CCNL), which concluded on June 30, 2017 and at September 30, 2023 included also the estimate of the parent company and of the subsidiary Tag in financial terms for the renewal of the Airport Operators National Collective Bargaining Agreement (CCNL), concluding on December 31, 2022.
On the basis of the progress of litigation at the preparation date of this document, supported by an update from their advisors, the Group believes that the provisions set aside in the financial statements are adequate and represent the best estimate of liabilities for risks and charges.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 85
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
As regards the customs dispute involving the subsidiary FFM in 2021 (which is described in greater detail in the "disputes" section of the Directors' Report, to which reference should be made), we note that on April 20, 2021, the Bologna Customs Office notified FFM that it had corrected a number of customs declaration assessments. It therefore requested payment of higher customs and VAT duties which, including interest for late payment, totalled approx. Euro 4.3 million. The subsidiary FFM, which maintains that it has always operated with the fullest correctness and legality, filed an appeal against these notices and the Bologna Provincial Tax Commission ruled on this appeal on July 6, 2022, finding partially in favour of FFM and reducing the sum requested by the Tax Agency by Euro 0.8 million. The Company, supported by the opinion of its appointed lawyers, having evaluated the dossier outlining the position and the jurisprudence on the subject, and also in view of the first instance ruling, consider it possible but not probable that the case will be lost. It was, therefore, appealed in November 2022 to the Emilia-Romagna Regional Tax Commission (CTR). Finally in relation to this dispute, we note that the Euro 5.8 million guarantee issued by a leading bank in favour of the Customs Authority as requested by FFM, for the suspension of the assessment notices issued to the Company, includes a co-obligation for AdB. At the beginning of 2023, an additional surety was added for a value of Euro 278 thousand in order to obtain the suspension of the enforceability of the assessment reports covered by the appeal, following a partial increasing amendment as a result of a customs office audit.
In relation, finally, to the extraordinary administration of Alitalia, the Group assessed the potential liability related to the revocation of receivables arising in the six months before the procedure, for an amount of Euro 2.01 million (gross of municipal surtaxes for passenger boarding fees previously paid to the relevant authorities). At the preparation date of this document, and specifically taking account of the information noted and the defensive arguments against the advanced action, the Directors, having met with the appointed lawyers, judged the liability as possible but not probable. They therefore considered it appropriate to provide disclosure in the Notes, without making any accrual, while at the same time continuing its defensive action. In any event, the case will not be settled before the end of the year 2024.
The following table breaks down current and non-current financial liabilities at September 30, 2023 compared with December 31, 2022.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 86
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Bank loans – non-current | 24,998 | 47,605 | (22,607) |
| Non-current financial payables for leasing | 178 | 521 | (343) |
| NON-CURRENT FINANCIAL LIABILIITES | 25,176 | 48,126 | (22,950) |
| Bank loans - current | 12,322 | 14,976 | (2,654) |
| Current financial liabilities for leasing | 594 | 540 | 54 |
| Payables due for boarding fee surtaxes and Iresa | 1,574 | 2,254 | (680) |
| Other current financial payables | 40 | 25 | 15 |
| CURRENT FINANCIAL LIABILITIES | 14,530 | 17,795 | (3,265) |
| TOTAL FINANCIAL LIABILITIES | 39,706 | 65,921 | (26,215) |
Financial liabilities at September 30, 2023 totalled Euro 39.7 million, decreasing Euro 26.2 million on December 31, 2022, mainly due to a number of financial transactions that the parent company completed in September to optimise the structure and improve the debt maturity profile.
The transactions concerned:
Given this transaction, the "loans" items at September 30, 2023 consists of:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 87
In order to guarantee the necessary liquidity to support the airport infrastructure investment and development plan, in December 2021 the Parent Company signed a loan with the European Investment Bank (EIB), for which as of September 30, 2023 no request for disbursement has been made. The loan agreement will provide AdB with the flexibility required for the progression of the infrastructural development plan and funding requirements, with disbursement available up to 48 months from signing and in multiple tranches and in any case for a total amount not exceeding 50% of the total estimated project costs. This is alongside the flexibility of the option to choose between a fixed rate and a variable rate, the amount of which in both cases will be determined by the EIB in relation to the timing of the loan request and the overall conditions of disbursement and repayment. The last repayment date for each tranche shall fall no earlier than four years and no later than eighteen years from the relevant disbursement date, subject to the option for AdB to make voluntary early repayments. The contract includes negative pledges and covenants, including of a disclosure nature typical of such situations, with an early settlement obligation where control of AdB is acquired. Loans breakdown:
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Bank loans – non-current | 24,998 | 47,605 | (22,607) |
| Bank loans - current | 12,322 | 14,976 | (2,654) |
| TOTAL LOANS | 37,320 | 62,581 | (25,261) |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 88
The contractual conditions of the loans in place at September 30, 2023 are illustrated below:
| Credit Institution | Type of loan | Interest rate applied | Rate | Maturity | Covenant |
|---|---|---|---|---|---|
| Intesa San Paolo S.p.A. | Loan | Fixed rate of 3% | Half-Yearly | 2024 | Yes |
| Monte dei Paschi di Siena (former Banca Agricola Mantovana) |
Loan | Euribor variable 3 Months + spread 0.9% | Quarterly | 2026 | No |
| Unicredit Spa Sace guarantee | Loan | Fixed rate of 0.77% | Quarterly | 2026 | Yes |
| Credit Agricole Italia | ESG KPI Linked Loan | Euribor variable 3 Months + spread 1.15% | Quarterly | 2028 | Yes |
The annual nominal cost of the Unicredit loan with SACE guarantee granted in 2020, shown in the table above, is in addition to the cost of the SACE guarantee, which in this third year of the loan is 1% and shall rise to 2% from the fourth to sixth years of the guaranteed portion of the debt, equal to 90% of the residual loan.
The loans are not covered by secured guarantees.
With reference to the cross default clauses on the loan contracts of the Group, an acceleration clause may be triggered where the Company financed is not in compliance with obligations of a credit or financial nature, or with guarantees assumed with any party. We report that at September 30, 2023, the Group has not received any communication for application of cross default clauses by any of its lenders as the Group is in compliance with its existing contractual commitments. The revision of economic-financial projections at December 31, 2023 based on updated traffic, revenue, cost and investment forecasts as at June 30, 2023, as confirmed by the first nine month performance, comply with the above covenants.
The following table shows the liabilities for leases, in accordance with IFRS 16, representing the obligation to make the contractually-agreed payments for the right-to-use assets recorded under fixed assets in note 2.
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change | |
|---|---|---|---|---|
| Non-current lease liabilities | 178 | 521 | (343) | |
| Current lease liabilities | 594 | 540 | 54 | |
| TOTAL LEASE LIABILITIES | 772 | 1,061 | (289) |
The Group has both underwritten leasing contracts as lessor with the sub-license of airport areas and spaces to its customers and also has undertaken leasing contracts as lessee for equipment, plant, machinery, automotive vehicles and land.
The table above refers to these latter obligations broken down into financial liabilities for leases:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 89
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
We illustrate below the table required by IAS 7 - Cash Flow Statement for a greater disclosure of changes in financial liabilities:
| in thousands of Euro | 31/12/2022 | Cash flows | New contracts |
Interest/Other Reclassifications |
30/09/2023 |
|---|---|---|---|---|---|
| Loans - current portion | 14,976 | (11,615) | 12,000 | (3,039) | 12,322 |
| Lease liabilities - current portion | 540 | (381) | 23 | 382 | 564 |
| Loans - non-current portion | 47,605 | (28,629) | 3,000 | 3,022 | 24,998 |
| Lease liabilities - non-current portion | 521 | 0 | 20 | (363) | 178 |
| Total | 63,642 | (40,625) | 15,043 | 2 | 38,062 |
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| TRADE PAYABLES | 29,108 | 24,869 | 4,239 |
Trade payables, which increased Euro 4.2 million compared to December 31, 2022, concern the purchase of goods and services, including investments and mainly concern Italian suppliers. The days sales outstanding are substantially stable: 53 at September 30, 2023 and 52 at December 31, 2022.
The following table breaks down current liabilities at September 30, 2023 (compared with December 31, 2022).
Aeroporto Guglielmo Marconi di Bologna S.p.A. 90
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Current tax payables | 3,235 | 2,923 | 312 |
| Employee payables and social security institutions | 4,928 | 4,137 | 791 |
| ENAC concession fee and other State payables | 22,518 | 23,339 | (821) |
| Other current payables, accrued liabilities and deferred income | 11,131 | 4,780 | 6,351 |
| TOTAL OTHER CURRENT LIABILITIES | 41,812 | 35,179 | 6,633 |
The principal changes were as follows:
The following table breaks down tax payables at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| VAT payable | 536 | 216 | 320 |
| Direct income tax payables | 1,633 | 1,665 | (32) |
| Other tax payables | 1,066 | 1,042 | 24 |
| TOTAL CURRENT TAX PAYABLES | 3,235 | 2,923 | 312 |
Tax payables increased Euro 300 thousand, due substantially to the increased VAT payable.
Other tax payables, substantially unchanged on December 31, 2022, mainly concern employee and contracted worker withholdings.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 91
The following table breaks down employee payables and social security institutions at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Employee salaries | 1,154 | 975 | 179 |
| Employee deferred compensation | 2,403 | 1,911 | 492 |
| Social security payables | 1,371 | 1,251 | 120 |
| EMPLOYEE PAYABLES AND SOCIAL SECURITY INSTITUTIONS | 4,928 | 4,137 | 791 |
The ENAC concession fees and other State payables mainly comprises:
Euro 19.8 million (Euro 18.6 million at December 31, 2022) concerning the fire prevention service as governed by Article 1, paragraph 1328 of the 2007 Finance Act, modified by Article 4, paragraph 3bis of Law No. 2/2009.
With regards to the dispute in this regard, as outlined in greater detail in the "Disputes" section and the "Regulatory Framework" section of the Directors' Report, on February 8, 2022, after many years of civil dispute, AdB obtained a ruling from Rome Civil Court (No. 2012 of 2022) that clarified the jurisdiction of the tax court before which at December 2022 the entire dispute is to soon be taken up again. On May 2, 2023, the Tax Court in Rome, radically departing from all precedents on the matter, dismissed the appeal filed by AdB and those filed by 14 other domestic airport companies combined in a single proceeding. In this regard, a regular appeal will be filed as per the procedural deadlines. We note that the counterparty administrations have not enacted the ruling in question. All the Parties and State Entities involved in this litigation await the decision of the Supreme Court of Cassation (the relevant public hearing was held on May 11, 2023), as part of a jurisdictional proceeding in which the parent company is however not involved, that has significant importance in defining of the legal principles relating to the matter. For further details, reference should be made to the "Disputes" and "Regulatory Framework" sections of the Directors' Report.
Euro 2.6 million (Euro 4.6 million at December 31, 2022) as the variable airport concession fee payable, estimated for the period under review.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 92
The following table breaks down current liabilities, accrued liabilities and deferred income at September 30, 2023 (compared with December 31, 2022).
| in thousands of Euro | As at 30.09.2023 | As at 31.12.2022 | Change |
|---|---|---|---|
| Payables due for boarding fee surtaxes and Iresa | 8,391 | 2,904 | 5,487 |
| Other current payables | 1,694 | 1,684 | 10 |
| Current accrued liabilities and deferred income | 1,046 | 192 | 854 |
| TOTAL OTHER CURRENT LIABILITIES, ACCRUED LIABILITIES AND DEFERRED INCOME | 11,131 | 4,780 | 6,351 |
The main account concerns the passenger boarding fees surtax and for IRESA, relating to the receivables from carriers not yet received at September 30, for Euro 8.4 million. The portion of the municipality surtax payable and for IRESA relating to receivables collected from carriers, not yet paid to the creditor entities as not yet owing, on the other hand is classified under current financial liabilities (Note 17).
"Other current liabilities" include deposits and advances received from customers in addition to deferred income and miscellaneous payables; there were no significant movements in the account between the two periods, while accrued expenses and deferred income show an increase related to the interim period under review.
The tables below break down revenues for the two comparative periods. In relation to the performance, reference should be made to the greater detail provided in the Directors' Report.
Consolidated revenues overall totalled Euro 104.7 million, compared to Euro 103 million for the same period of the previous year, which included the contribution from the COVID-19 damage compensation fund for Euro 21.1 million. Net of this contribution, revenues increased from Euro 81.9 million in 2022 to Euro 104.7 million for the present period (+27.85%). Isolating also the "revenues from construction services" item, which depends on investments made in concession rights, which increased significantly in the period, the adjusted revenues for the period amounted to Euro 87.9 million, compared to Euro 72.6 million in the first nine months of 2022 (+21.07%).
Aeroporto Guglielmo Marconi di Bologna S.p.A. 93
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Revenues from aeronautical services | 47,657 | 40,347 | 7,310 |
| Revenues from non-aeronautical services | 39,168 | 31,506 | 7,662 |
| Revenues from construction services | 16,808 | 9,296 | 7,512 |
| Other operating revenues and income | 1,082 | 21,892 | (20,810) |
| TOTAL REVENUES | 104,715 | 103,041 | 1,674 |
The reclassification of Group revenues based on revenue streams defined by IFRS 15, i.e. those from contracts with customers, is shown in the following table:
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Airport fees | 41,649 | 33,753 | 7,896 |
| Parking | 15,120 | 11,909 | 3,211 |
| Revenues from construction services | 16,808 | 9,296 | 7,512 |
| Other | 10,739 | 31,215 | (20,476) |
| TOTAL IFRS 15 REVENUE STREAMS | 84,316 | 86,173 | (1,857) |
The reconciliation between IFRS 15 revenue streams and total revenues is shown in the following table:
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Airport fees | 41,649 | 33,753 | 7,896 |
| Parking | 15,120 | 11,909 | 3,211 |
| Revenues from construction services | 16,808 | 9,296 | 7,512 |
| Other | 10,739 | 31,215 | (20,476) |
| TOTAL IFRS 15 REVENUE STREAMS | 84,316 | 86,173 | (1,857) |
| Commercial/non-comm. sub-licenses | 20,243 | 16,809 | 3,434 |
| TOTAL NON IFRS 15 REVENUE STREAMS | 20,243 | 16,809 | 3,434 |
| TOTAL NON IFRS 15 Revenues | 156 | 59 | 97 |
| TOTAL REVENUES | 104,715 | 103,041 | 1,674 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 94
The table below shows revenues from non-aeronautical services in the periods ended on September 30, 2023 and 2022.
This category of revenues grew 18.1% as closely linked to the increase in passenger traffic (18.7%).
| In thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Centralised infrastructure/other airport services | 612 | 531 | 81 |
| Exclusive use revenues | 775 | 665 | 110 |
| Airport fee revenues | 58,295 | 50,050 | 8,245 |
| PRM revenues | 5,179 | 4,364 | 815 |
| Air traffic development incentives | (21,945) | (20,762) | (1,183) |
| Handling services | 2,168 | 2,055 | 113 |
| Other aeronautical revenues | 2,573 | 3,444 | (871) |
| TOTAL REVENUES FROM AERONAUTICAL SERVICES | 47,657 | 40,347 | 7,310 |
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Passenger boarding fees | 26,800 | 22,310 | 4,490 |
| Landing, take-off and parking fees | 19,496 | 17,213 | 2,283 |
| Passenger security fees | 8,268 | 7,121 | 1,147 |
| Baggage stowage control fees | 3,203 | 2,780 | 423 |
| Freight loading and unloading charges | 610 | 628 | (18) |
| Reduction for provision | (82) | (2) | (80) |
| TOTAL AVIATION FEE REVENUES | 58,295 | 50,050 | 8,245 |
The table below shows revenues from non-aeronautical services for the periods ended September 30, 2023 and 2022.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 95
The 24.3% increase is due to the rising traffic, with a consequent increase for all the major revenue categories: parking +27%, Marconi Business Lounge +54.1%, subconcessions of premises and areas +18.8%, advertising +53.4%.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Commercial premises and spaces sub-concession | 18,321 | 15,420 | 2,901 |
| Parking | 15,120 | 11,909 | 3,211 |
| Other commercial revenues | 5,727 | 4,177 | 1,550 |
| TOTAL REVENUES FROM NON-AERONAUTICAL SERVICES | 39,168 | 31,506 | 7,662 |
The breakdown of the item "Other commercial revenues" is as follows:
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Marconi Business Lounge | 2,361 | 1,532 | 829 |
| Advertising | 1,244 | 811 | 433 |
| Misc. commercial revenues | 2,122 | 1,834 | 288 |
| TOTAL OTHER COMMERCIAL REVENUES | 5,727 | 4,177 | 1,550 |
Revenues from construction services concern the construction services undertaken by the Aeroporto Guglielmo Marconi di Bologna S.p.A. Group on behalf of the ENAC granting entity for the capital investments previously commented upon in relation to the Concession Rights in Note 1.
These revenues amounted to Euro 16.8 million, compared to Euro 9.3 million in the first nine months of 2022, due to investments in airport infrastructure under concession; see Directors' Report for further information.
The table below shows other revenues and income in 9M 2023 and 9M 2022.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 96
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Compensation, reimbursements and other income | 650 | 466 | 184 |
| Operating and plant grants | 294 | 289 | 5 |
| COVID-19 compensation fund contribution as per 2021 Budget Law | 0 | 21,137 | (21,137) |
| Revenues from Terminal Value on Provision for Renewal | 138 | 0 | 138 |
| TOTAL OTHER REVENUES AND INCOME | 1,082 | 21,892 | (20,810) |
Net of the contribution recognised in the comparative period deriving from the COVID damage compensation fund, as per the 2021 Budget Law, the movement of other revenues and income between the two periods was not significant.
Total costs in the first nine months of 2023 increased 25.5% on 2022. Isolating the "construction service costs" item which is linked to the increased investment in airport infrastructure in 2023, the adjusted costs increased 15.2% due to the increase in nearly all components, mainly costs for services, the airport concession fee and personnel costs.
The table below presents consumables and goods in the first nine months of 2023 and 2022.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Consumables and goods | 726 | 648 | 78 |
| Maintenance materials | 170 | 119 | 51 |
| Fuel and gasoline | 1,685 | 2,351 | (666) |
| TOTAL CONSUMABLES AND GOODS | 2,581 | 3,118 | (537) |
This category of costs decreased slightly on the same period in 2022 (-17.2%), mainly in terms of the reduced purchases of General Aviation aircraft fuel due to the contraction in movements. This reduction was partly offset by increased purchases of consumables and operating furnishings for the passenger terminals.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 97
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
The following table shows the breakdown of services costs for 9M 2023 and 2022.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Maintenance costs | 4,248 | 3,557 | 691 |
| Utilities | 2,672 | 2,849 | (177) |
| Cleaning and accessory services | 1,948 | 1,684 | 264 |
| Services | 4,867 | 4,057 | 810 |
| MBL Services | 393 | 279 | 114 |
| Advertising, promotion and development | 643 | 508 | 135 |
| Insurance | 921 | 802 | 119 |
| Professional and consultancy services | 1,653 | 1,192 | 461 |
| Statutory board fees and expenses | 489 | 470 | 19 |
| Other service costs | 348 | 347 | 1 |
| TOTAL SERVICE COSTS | 18,182 | 15,745 | 2,437 |
Service costs increased 15.5% on the same period of 2022. The largest increases were for maintenance and services (see the table at the end of this section), as a result of the growth in traffic and in operations which generally underlies the increase in service costs, such as in particular the shuttle service to transport passengers to/from the parking lots. This latter was not present in the comparative period as temporarily suspended due to the drop in traffic as a result of COVID and was reinstated only from the second half of 2022.
Costs for utilities also increased, mainly due to the significant increase in the cost of methane gas, which has moved from a fixed tariff to a variable tariff. Finally, also professional services and consultancy costs increased, due mainly to the launch of new initiatives, such as for example those related to the investment in Urban V Spa, personnel selection and legal expenses.
A breakdown of maintenance expenses is provided below:
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Owned asset maintenance expenses | 957 | 827 | 130 |
| Airport infrastructure maintenance expenses | 2,822 | 2,329 | 493 |
| Third party asset maintenance expenses | 469 | 401 | 68 |
| TOTAL MAINTENANCE EXPENSES | 4,248 | 3,557 | 691 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 98
The breakdown of services is illustrated below:
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Snow clearance | 274 | 277 | (3) |
| Porterage, transport third-party services | 922 | 275 | 647 |
| PRM assistance service | 716 | 644 | 72 |
| De-icing and other public service charges | 210 | 210 | 0 |
| Security service | 1,514 | 1,534 | (20) |
| Other outsourcing | 1,231 | 1,117 | 114 |
| TOTAL SERVICES | 4,867 | 4,057 | 810 |
Construction service costs concern the construction costs incurred by Aeroporto Guglielmo Marconi di Bologna S.p.A. Group for the capital investments previously commented upon in relation to the Concession Rights in Note 1.
The following table shows the breakdown of leases, rentals and other costs for 9M 2023 and 2022.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Concession fees | 6,149 | 4,821 | 1,328 |
| Hire charges | 142 | 170 | (28) |
| Rental charges | 267 | 108 | 159 |
| EDP processing charges | 1,324 | 1,134 | 190 |
| Other rental & hire costs | 105 | 7 | 98 |
| TOTAL LEASES, RENTALS AND OTHER COSTS | 7,987 | 6,240 | 1,747 |
The increase in this category of costs (28%) is due to the airport concession fee, mainly as a result of higher traffic volumes on which basis it is calculated.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 99
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
The following table shows the breakdown of other operating expenses for 9M 2023 and 2022.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Misc. and local taxes | 1,166 | 1,000 | 166 |
| Fire prevention service contribution | 1,258 | 1,047 | 211 |
| Capital losses | 56 | 3 | 53 |
| Other operating costs and expenses | 464 | 256 | 208 |
| TOTAL OTHER OPERATING EXPENSES | 2,944 | 2,306 | 638 |
The increase in this category of costs (27.7%) is due to the increase in tax charges, particularly the TARI, waste tax, in addition to the estimate of the fire prevention service fee.
The following table shows the breakdown of personnel costs for 9M 2023 and 2022.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Wages and salaries | 15,959 | 13,853 | 2,106 |
| Social security charges | 4,569 | 3,955 | 614 |
| Severance provisions | 1,103 | 1,060 | 43 |
| Retirement pension and similar | 152 | 145 | 7 |
| Other personnel costs | 1,200 | 1,034 | 166 |
| TOTAL PERSONNEL COSTS | 22,983 | 20,047 | 2,935 |
The increase in personnel costs (14.6%) is due to the expanded (mainly operating) workforce (+51 staff), the absence of the Extraordinary Temporary Lay-Off Scheme applied in the initial months of 2022, although in low percentages, the greater use of temporary staff and overtime and the lower use of vacations.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 100
"Other personnel costs" are broken down in the following table:
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Employee canteen | 474 | 385 | 89 |
| Personnel training and refresher courses | 124 | 133 | (9) |
| Employee expenses | 119 | 60 | 59 |
| Misc. personnel costs | 396 | 333 | 63 |
| Other personnel provisions | 87 | 123 | (36) |
| TOTAL OTHER PERSONNEL COSTS | 1,200 | 1,034 | 166 |
The average headcount by category in the two periods under consideration is shown below:
| Average workforce (No.) | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Executives | 8 | 8 | 0 |
| White-collar | 428 | 388 | 40 |
| Blue-collar | 98 | 87 | 11 |
| TOTAL PERSONNEL | 534 | 483 | 51 |
The headcount at the end of the two periods under consideration was as follows:
| Workforce (number) | As at 30.09.2023 | As at 30.09.2022 | Change |
|---|---|---|---|
| Executives | 8 | 8 | 0 |
| White-collar | 459 | 408 | 51 |
| Blue-collar | 100 | 88 | 12 |
| TOTAL PERSONNEL | 567 | 504 | 63 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 101
The following table shows the movement of depreciation, amortisation and impairment for the periods ended September 30, 2023 and 2022.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Amortisation of concession rights | 6,181 | 5,573 | 608 |
| Amortisation of other intangible assets | 399 | 324 | 75 |
| Depreciation of tangible assets | 1,576 | 1,541 | 35 |
| TOTAL DEPRECIATION AND AMORTISATION | 8,156 | 7,438 | 718 |
The increase in depreciation and amortisation is in line with the effects of the full year application from the progressive roll-out of investments over the last twelve months (see Investment Chapter in the Directors' Report and notes 1 and 2), in addition to, with regards to "Concession rights", the General Aviation fuel distribution plant which is scheduled for demolition in the final quarter of 2023 as part of the work on the construction of the third lot apron (see the Investments section of the Directors' Report).
Depreciation of tangible assets includes Euro 410 thousand of depreciation of the right-to-use assets in accordance with IFRS 16.
There are no amounts for the impairment of fixed assets in this category.
The following table shows the movement of the provisions for risks and charges for the periods ended September 30, 2023 and 2022.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Provisions for doubtful accounts | 493 | 745 | (252) |
| Provision for renewal of airport infrastructure | 1,946 | 1,584 | 362 |
| Provisions for other risks and charges | 1,132 | 224 | 908 |
| TOTAL PROVISIONS | 3,571 | 2,553 | 1,018 |
Aeroporto Guglielmo Marconi di Bologna S.p.A. 102
This category of costs increased due to the accruals to:
The provision for doubtful accounts shows, on the contrary, a decline following the updated assessment on the collection of trade receivables. In addition to the above-mentioned amount, the write-down of receivables during the first nine months of 2023 derives from the reduction of revenues accrued during the period for a further Euro 82 thousand.
The following table presents the breakdown of financial income and expenses for 9M 2023 and 9M 2022.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Income from securities | 15 | 13 | 2 |
| Other income | 569 | 11 | 558 |
| Discounting income on provisions | 27 | 1,287 | (1,260) |
| TOTAL FINANCIAL INCOME | 611 | 1,311 | (700) |
| Interest expenses and bank charges | (1,372) | (537) | (835) |
| Discounting charges on provisions | (530) | (30) | (500) |
| Interest charges for discounting of liabilities for leasing | (23) | (9) | (14) |
| Other financial expenses | (486) | (389) | (97) |
| TOTAL FINANCIAL EXPENSES | (2,411) | (965) | (1,446) |
| TOTAL FINANCIAL INCOME AND EXPENSES | (1,800) | 346 | (2,146) |
In terms of financial income, "other financial income" includes the yield in the period from the Time Deposits acquired at the end of 2022 and therefore not present in the comparative period. On the other hand, the income from the discounting of provisions for the first nine months of 2022 reduced to almost zero in the first nine months of 2023, due to the expectation of decreasing interest rates which leads to higher charges from the discounting of provisions. Interest expenses on loans and "other financial expenses" mainly comprise the costs for the SACE guarantee for the loans drawn down in 2020 by the Parent Company. In order to contain the cost of debt, the latter finalised a number of transactions in September that allowed the repayment of the Intesa loan with SACE guarantee as shown in Item 17. Non-current and current financial liabilities.
Aeroporto Guglielmo Marconi di Bologna S.p.A. 103
The following table shows the taxes for the period for the first nine months of 2023 and 2022.
| in thousands of Euro | For the nine months ended 30.09.2023 |
For the nine months ended 30.09.2022 |
Change |
|---|---|---|---|
| Current and deferred taxes | 5,845 | 4,490 | 1,355 |
| TOTAL TAXES FOR THE PERIOD | 5,845 | 4,490 | 1,355 |
| % taxes on pre-tax result | 29% | 12% | 16% |
The estimate for income taxes for the first nine months of 2023 was Euro 5.8 million, compared to Euro 4.5 million for the first nine months of 2022. With reference to IRES, we highlight the renewal for the 2021-2023 three-year period of the option for Group taxation. The estimated IRES tax charge for the 2023 period concerns the consolidated tax charge, corresponding to IRES of 24% on realised income net of the use of the residual portion of the tax losses recognised in 2020 and 2021, whose utilisation affects the percentage of current taxes compared to that of deferred taxes.
For the definition of "Related Parties", reference should be made to IAS 24, approved by Regulation (EC) No. 1725/2003.
Intercompany transactions are carried out within the scope of ordinary operations and at normal market conditions. Related party transactions principally concern commercial and financial transactions, in addition to participation in the tax consolidation. None of these have particular economic or strategic significance for the company as they do not account for a significant percentage of the total financial statement amounts.
The Bologna Chamber of Commerce shareholders were identified as a Government party, therefore exempt from the disclosure regarding related parties as defined by IAS 24. The categorisation of the Bologna Chamber of Commerce as a Government party therefore limited the checks required for the identification of related parties to the mere identification of the Bologna Chamber of Commerce. No additional information is reported in the financial statements concerning transactions undertaken by the company with the Bologna Chamber of Commerce as no significant transactions are undertaken with this shareholder.
The following related party transactions was carried out in the period:
Commercial transactions between the Parent Company and the subsidiary Tag Bologna S.r.l., in terms of receivables, principally concern the provision of operating services (vehicle maintenance and security services), administration and legal services, including the compensation, reversed to the employer AdB, of directors of the Parent Company, in addition to the twenty-year sub-concession of the General Aviation traffic assistance infrastructure for Euro 69 thousand (Euro 88 thousand in the first nine months of 2022).
Aeroporto Guglielmo Marconi di Bologna S.p.A. 104
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
Adb payables to the subsidiary mainly concern the capital grant for the covering of General Aviation terminal infrastructure operation and maintenance costs for the boarding and disembarking of passengers, against the financial advantage for AdB of including these costs in the calculation of passenger boarding fees. In addition to that above, we indicate the H24 contract. Overall, 2023 costs to TAG totalled Euro 355 thousand, compared to Euro 343 thousand in 2022.
Non-commercial transactions with Tag concerned:
Commercial transactions between the Parent Company and the subsidiary Fast Freight Marconi S.p.A. concern mainly the provision by AdB of the following services:
Revenues in the period from the subsidiary amount to Euro 359 thousand, compared to Euro 275 thousand in the same period of 2022. This increase is mainly attributable to the greater use of seconded personnel.
Non-commercial transactions with FFM included:
During the first nine months of the year, the Group undertook commercial transactions with subsidiaries of the shareholder Mundys Spa (Edizione Srl) as follows:
Aeroporto Guglielmo Marconi di Bologna S.p.A. 105
This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail.
Finally, at September 30, 2023 the parent company incurred costs for professional services provided by the investee Urban V for Euro 150 thousand (not present in 2022).
With regards to the disclosure concerning the types and means of financial risk management under Article 2428, paragraph 2 No. 6 bis, reference should be made to the specific section of the Directors' Report, also with regards to the comment upon the other risks to which the Group is subject.
No events have occurred subsequent to period end that would require changes in terms of the presented performance or equity and financial position and that would therefore necessitate adjustments and/or additional disclosures in the financial statements with reference to the amounts reported at September 30.
Reference should be made to the Directors' Report for further information on the business outlook.
The Chairperson of the Board of Directors
(Enrico Postacchini)
Bologna, November 14, 2023
Aeroporto Guglielmo Marconi di Bologna S.p.A. 106
The officer in charge of preparing the corporate accounting documents, Patrizia Muffato, hereby declares, pursuant to paragraph 2 of article 154-bis of the Consolidated Finance Act (CFA), that the accounting information contained in this Report corresponds to information contained in the accounting documents, registers and entries.
The officer in charge of preparing the corporate accounting documents
(Patrizia Muffato)
Aeroporto Guglielmo Marconi di Bologna S.p.A. 107

Aeroporto Guglielmo Marconi di Bologna S.p.A. 108
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