Company report Transport Airports abc Equity Turkey Global Research TAV Airports Terminal delight Overweight (V) Turkey’s largest airport terminal operator with four existing airports and 11% forecast CAGR passenger growth 2007-10 Target price (TRY) Share price (TRY) Potential total return (%) 15.8 11.6 36.3 2005a 2006e 2007e 31.4 20.2 -47.0 -13.5 8.5 74.6 Performance 1M 3M 12M Absolute (%) Relative^ (%) 10.8 5.3 - - HSBC EPS HSBC PE High visibility on passenger fees, developed non-aviation revenues and strengthened long-term growth potential with tender win for two additional airports in Tunisia DCF-based 12-month price target, including Tunisia, of TRY15.8 per share, offering 36% potential return. Initiating coverage with an Overweight (V) rating Note: (V) = volatile (please see disclosure appendix) TAV Havalimanlari Holding A.S. (TAV Airports) operates three airports in Turkey: Istanbul Atatürk, Ankara Esenboğa and Izmir Adnan Menderes. It also operates Tbilisi International Airport in Georgia and recently won a tender to operate two additional airports in Tunisia: Monastir and Enfidha. In addition to its airport portfolio, TAV has duty free, food and beverage, ground handling and airport services operations. In our view, TAV offers five main attractions: 1) above-average traffic growth – 13% in 2007e vs c5% for European airports; 2) high visibility on aviation revenues with passenger charges fixed for the concession terms; 3) strong and growing non-aviation revenue streams, representing c75% of total revenues; 4) a controlled cost base; 5) further potential upside from new concession contract wins. 5 April 2007 Cenk Orcan * Analyst HSBC Portfoy Yonetimi A.S. + 90 212 366 1605 [email protected] *Employed by a non-US affiliate of HSBC Securities (USA) Inc, and is not registered/qualified pursuant to NYSE and/or NASD regulations. Issuing office: Istanbul Disclaimer & Disclosures. This report must be read with the disclosures and the analyst certifications in the Disclosure appendix, and with the Disclaimer, that form part of it. The recent tender win in Tunisia underpins TAV’s strong commitment to pursue regional growth. With 40 years of operating rights, Tunisia has strengthened the growth outlook in the longer term. We forecast the project’s contribution to EBITDA will reach 10% by 2010 and estimate its IRR at c13%. TAV is still presented with ample growth opportunities both domestically and regionally, with further airport tenders in the pipeline. Having incorporated Tunisia into our forecasts, we project 17% CAGR in consolidated revenue for FY 2007-10, 25% CAGR in EBITDAR and 81% CAGR in net profit between 2008 and 2010. Such growth is unmatched by any of the European airport operators. Using DCF, we set our 12-month target share price at TRY15.8 per share, of which Tunisia accounts for TRY2.6 or 17%. In line with the 36% total potential return offered by our price target, we initiate coverage of TAV with an Overweight (V) rating. Index^ Index level RIC Bloomberg Source: HSBC ISTANBUL COMP. 44660.68 TAVHL.IS TAVHL TI Enterprise value (EURM) Free float (%) Market cap (USDm) Market cap (EURm) Source: HSBC 2073 18.2 2040 1534 abc TAV Airports Airports 5 April 2007 Financials & valuation Key forecast drivers Financial statements Year to 12/2005a 12/2006e 12/2007e 12/2008e Profit & loss summary (EURm) Revenue EBITDA Depreciation & amortisation Operating profit/EBIT Net interest PBT HSBC PBT Taxation Profit before minorities HSBC net profit 305 79 -51 28 -6 29 0 10 41 27 391 40 -13 27 -57 -30 0 -40 -70 -56 484 121 -52 68 -40 29 0 -6 23 21 577 187 -58 129 -46 82 0 -16 66 59 Cash flow summary (EURm) Cash flow from operations Capex Cash flow from investment Dividends Change in net debt FCF equity 66 -132 -132 -4 -59 -7 -289 -289 0 -203 -297 66 -110 -110 0 86 -44 117 -210 -210 0 154 -93 89 863 197 147 1,150 90 885 738 121 912 102 817 398 342 1,361 105 877 535 358 871 101 876 324 263 1,450 109 884 621 432 928 99 1,029 262 196 1,602 112 972 775 491 1,081 Balance sheet summary (EURm) Intangible fixed assets Tangible fixed assets Current assets Cash & others Total assets Operating liabilities Gross debt Net debt Shareholders funds Invested capital Year to 12/2005a 12/2006e 12/2007e 12/2008e 23.7% 16.9% 9.0% 36.0% 11.9% 10.2% 18.7% -13.5% 0.0% 2.3% 13.7% 14.3% 10.0% 8.0% 6.0% 11.7% 12.4% 8.0% 8.0% 6.0% Istanbul airport total pax traffic gr. Ankara total pax traffic gr. Izmir total pax traffic gr. Tbilisi total pax traffic gr. Tunisia total pax traffic gr. DCF analysis HSBC assumptions DCF, comprising Risk free rate Beta Equity risk premium WACC 6.0% 1.0 5.5% 9.1% Value of enterprise Value of non-core assets Value of equity Year to 12/2005a Year to 12/2005a 12/2006e 12/2007e 12/2008e 7.5 28.7 2.5 20.2 4.3 -3.9 0.8 5.3 51.5 2.4 -13.5 4.1 -20.8 0.0 4.5 17.8 2.3 74.6 3.6 -2.9 0.0 4.0 12.3 2.1 25.8 3.1 -6.2 1.3 EV/sales EV/EBITDA EV/IC PE* P/NAV FCF yield (%) Dividend yield (%) Note: * = Based on HSBC EPS (fully diluted) Price relative 12/2007e 12/2008e Y-o-y % change Revenue EBITDA Operating profit PBT HSBC EPS 12 11.5 11.5 11 11 10.5 37.1 -37.3 -12.9 127.0 123.3 28.4 -49.2 nm nm nm 23.7 200.5 nm nm nm 19.2 55.0 88.4 188.4 188.4 0.7 8.2 42.7 11.6 26.0 9.1 14.4 427.1 9.3 8.9 0.4 7.1 -14.1 8.1 10.3 6.9 0.9 142.3 13.3 nm 0.5 6.1 5.2 5.1 25.0 14.1 3.0 136.9 5.1 10.6 0.6 10.3 12.9 7.7 32.5 22.3 4.0 150.4 4.1 15.1 31.39 31.39 4.99 147.14 -47.01 -47.01 0.00 154.00 8.49 8.49 0.00 178.29 24.50 24.50 0.00 202.78 Ratios (%) Revenue/IC (x) ROIC ROE ROA EBITDA margin Operating profit margin EBITDA/net interest (x) Net debt/equity Net debt/EBITDA (x) CF from operations/net debt 12.5 12 12/2006e 1759 Valuation data 12.5 Ratio, growth and per share analysis 2401 0 10.5 10 10 9.5 9.5 9 9 2005 TAV 2006 2007 2008 Rel to ISTANBUL COMP Source: HSBC Note: price at close of 30 Mar 2007 Per share data (USc) EPS reported (fully diluted) HSBC EPS (fully diluted) DPS NAV Disclaimer & Disclosures. This report must be read with the disclosures and the analyst certifications in the Disclosure appendix, and with the Disclaimer, that form part of it. 2 abc TAV Airports Airports 5 April 2007 Investment summary Turkey’s largest airport terminal operator with four existing airports and c11% forecast CAGR passenger growth 2007-10 High visibility on passenger fees, growing non-aviation revenues and strengthened long-term growth potential with Tunisia Our 12-month DCF-based target price of TRY15.8 offers 36% absolute return and we initiate coverage with Overweight (V) Growth turns regional TAV Airports has concessions to operate terminals at three airports in Turkey: Istanbul Atatürk (until January 2021), Ankara Esenboğa (until mid-2023) and Izmir Adnan Menderes (until January 2015). Outside Turkey, TAV has the concession to operate Tbilisi International Airport in Georgia until January 2027 and most recently won a tender to operate two airports in Tunisia (the existing Monastir Airport and a new airport to be built in Enfidha) for 40 years. The portfolio has grown remarkably fast over a short period of time, with airports in Ankara, Izmir and Tbilisi having become operational in the last six months and TAV now getting prepared to start Tunisian operations from the beginning of 2008. In addition, TAV has duty free, food and beverage, ground handling and airport services operations, mainly at its existing airports. Five main attractions We believe that TAV has five main attractions: 1) above-average traffic growth; 2) fixed passenger charges for the concession terms; 3) growing nonaviation revenue streams; 4) a controlled cost base; and 5) further potential upside from new concession contract wins. Having incorporated Tunisia into our forecasts, we project 17% CAGR in consolidated revenue FY 2007-10, 25% growth in EBITDAR and 81% growth in net profit between 2008 and 2010. Above-average traffic growth Turkey is the second-largest country in Europe with a population of c70.7m as of October 2006. Istanbul is the largest city in Europe and eighthlargest city in the world with a population of c12m, giving TAV a strong base market. The International Air Transport Association (IATA) forecasts average passenger growth of 8.9% between 2005 and 2009 in Turkey. We expect passenger growth to outpace GDP growth, mainly driven by Turkish Airline’s fleet expansion and Star Alliance membership. Exposure is partially muted by DHMI’s departing passenger growth guarantee at Izmir and Ankara, although it is still exposed on the non-aviation side. We forecast 13.5% in FY 2007, well above the c5% of the major European airport operators. Certainty of passenger charges The regulatory regime under which TAV operates is highly transparent. Passenger fees and 3 abc TAV Airports Airports 5 April 2007 concession costs are fixed for the terms of the concession at all four airports, departing passenger growth is guaranteed by DHMI at Ankara and Izmir and concession costs are fixed. Growing non-aviation revenue Above-average passenger traffic growth provides the means for TAV to continue to grow nonaviation revenues through its 50%-owned duty free joint venture, ATU, and its 67%-owned food and beverage subsidiary, BTA. Furthermore, all the terminals which TAV operates are new and therefore retail space is fit for purpose. There are only two independent ground handling operators in Turkey which have the requisite ‘A’ group operating licence: Havaş (TAV’s 60%-owned ground handling subsidiary) and Çelebi. According to 2005 data from the companies, Havaş generates 27% more revenue per flight, although it currently has only 38% market share in terms of number of flights handled. Therefore there is potential for Havaş to increase revenues through capturing market share. Controlled cost base and capex Concession fees at Istanbul are the major operating expense for TAV, representing 36% of the total in FY 2006e. These payments are fixed at USD165m per annum for the life of the Istanbul contract (until 2021) providing visibility. Unusually for an airport operator, employee benefit costs are relatively small at 18% of FY 2006e costs, most likely as TAV does not operate all the airside activities. Future concession contract upside The concession tender win in Tunisia in March 2007 has shown TAV’s strong pursuit of its strategic plan to increase the number of airports in its portfolio over the next few years. In our view, there are still a number of visible opportunities for TAV (Antalya in Turkey being the most eminent one with a tender to be held on 12 April), 4 although estimating the valuation impact is a significant challenge at this stage. Valuation We believe that discounted cash-flow analysis (DCF) is the most appropriate method of valuing TAV. This is because TAV’s business model is project based, with good visibility of cash flows to be generated, and also because DCF captures longer-term growth from new additions to the portfolio (Tunisia in particular) better than multiple-based valuation. Tunisia contribution TRY2.6 per share Our DCF model yields a 12-month DCF fair value of TRY15.8 per share, using a WACC of 9.1%. We forecast free cash flows until 2048 when the longest of TAV’s airport contracts (Tunisia 40yr) expires. We consider no terminal value thereafter. Tunisia accounts for TRY2.6 per share of our price target, adding c20% to our ex-Tunisia DCF price target of TRY13.3. We estimate the Tunisia project’s IRR at 13% TAV currently trades at 25.9x 2008e earnings and 10.6x EV/EBITDAR, which are around European airport averages. On 2009 forecasts, there is a discount of 39% on PE and 13% on EV/EBITDAR. Risks We see the key downside risks to our target price and Overweight rating as; i) downturn in international and domestic air traffic and tourism activity as a result of terrorism, pandemics and political events; ii) financial and management stretch risk associated with fast growth and further new potential additions to the portfolio. On the other hand, new potential concession wins could create further upside to our current target price, as well as the winning of an ongoing court case where TAV reclaims the 18% VAT portion paid as part of annual concession rent on Istanbul Ataturk airport. abc TAV Airports Airports 5 April 2007 Valuation & key risks DCF-based NPV of EUR1,759m, equivalent to 12-month target price of TRY15.8 per share Tunisia adds EUR295m, or 20%, to our fair value estimate of EUR1,464m for existing airports 12-month potential return 36%; initiate coverage with Overweight Summary Valuation based on DCF In our view, a discounted cash flow (DCF) approach is the most appropriate method for valuing TAV’s business, which is subject to strong growth, especially in the coming four to five years, with the start of operations at Ankara and Izmir airports in Q4 2006, the new terminal opening at Tbilisi in January 2007 (operations started at the old terminal in Q4 2005) and the new operations in Tunisia whose contribution will start from the beginning of 2008. In particular, the newly won Tunisia project underpins the importance of DCF methodology in valuing TAV in order to capture long-term growth. Following the takeover of operations at the existing Monastir airport from 1 January 2008, TAV will get Enfidha operational as a brand new airport in mid2009. Therefore, the full-year impact of Tunisia operations as a whole will be seen from 2010. TAV: WACC calculation Risk free rate Estimated beta Risk premium [HSBC] ke cost of debt 6.0% 1.0 5.5% 11.5% 7.0% Proportion of equity (Mcap) Proportion of debt 60% 40% WACC 9.1% Source: HSBC Our forecasts drive a DCF fair value of TRY15.8 per share, using a WACC of 9.1%. We use 6.0% risk free rate due to our model being based in Euro estimates and Republic of Turkey’s longest Eurobond issuance (denominated in euros) currently yields 5.85%. Turkish Treasury Eurobond yields Denomination Maturity Coupon Price Yield EUR EUR EUR Feb 2014 Mar 2016 Feb 2017 6.50 5.00 5.50 105.38 94.56 97.45 5.53 5.80 5.85 Source: Reuters *Quotes as of 30 April 2007 Our DCF model forecasts free cash flows until 2048 when the longest of TAV’s airport contracts (Tunisia - 40yr) expires. We consider no terminal value thereafter. Ground handling operations, Havas, are independent of TAV’s airport concessions and may be considered as an infinite 5 abc TAV Airports Airports 5 April 2007 business in the forecast model but our calculations suggest the present value of the business beyond 2048 falls to negligible levels. potential return as we do not anticipate any dividend payments for calendar 2007, hence TAV: DCF Operating free cash flows 2007-10e Setting 12M target price EURm NPV equity DCF value (EURm) 2006e 2007e 2008e 2009e 2010e Revenues 391 Opex -364 Operating profit 27 Dep'n/amort'n 13 EBITDA 40 Net capex -289 Tax rate 20.0% Tax charge on oper. profit -5 Operating free cash flow -254 484 -416 68 52 121 -110 20% -14 -3 577 -448 129 58 187 -210 20% -26 -48 668 -487 181 62 243 -110 20% -36 97 736 -513 223 63 286 -10 20% -45 231 assume zero dividend yield. 12-month equity value (EURm) (@9.1%) 12-month equity value (TRYm) (EUR/TRY 2.00) No of shares 12-month price per share (TRY) Current share price (TRY) Price upside CY 2007e dividend yield Total potential return 1759 1919 3830 242,187,500 15.8 11.6 37.0% 0.0% 36.3% Source: HSBC estimates Source: HSBC estimates Tunisia improves DCF value by 20% Our DCF model, without incorporating estimates for Tunisia, indicates a fair value of TRY13.1 per share, TRY15.8 per share with Tunisia. Accordingly, we calculate the value contribution from Tunisia as EUR295m or TRY2.6 per share, which improves our fair value estimate for existing airports by around 20%. DCF summary: Contribution of Tunisia EURm NPV Terminal value less net debt (2007e) Less minority stake Equity value Tunisia contribution Excluding Tunisia 1973 70 -558 -22 1464 Including Tunisia 2401 0 -621 -22 1759 295 Source: HSBC estimates Price target and rating We roll our DCF fair value of EUR1759m (end-2006) forward by 12 months (using WACC of 9.1%) in setting our 12-month target price of TRY15.8 per share. The HSBC rating system requires a minimum 32% one-year return, including dividends, to arrive at an Overweight rating for a volatile Turkish stock. This is calculated by adding ±10 percentage point confidence band to 22% required return on Turkish stock, yielding a Neutral band of 12-32%. Our 12-month price target represents 36% absolute upside which is also a one-year total 6 Trading multiples We believe that the use of average trading multiples from other listed airport companies is not an appropriate valuation methodology for TAV. This is because average spot multiples derived from other listed airports do not reflect differences in: Growth potential Business mix (TAV primarily operates terminals only) Asset ownership structure (TAV has timelimited concessions) In our view, TAV deserves to trade at a premium to European airports on the first point above. We project 11.6% traffic growth at TAV’s four existing airports between 2007e-2010, while average annual traffic growth at European airports is around 5%. On the second and third points, TAV deserves a discount, though, since European airports generate additional aviation revenues from landside (ie runway) operations, which TAV currently has only at Tbilisi, and European peers are mostly owners of the assets whereas TAV is not, which prevents it from developing real estate business at the premises. However, we think the Tunisia project should improve TAV’s profile to some extent on these points, given it is a quite long-term (40-year) concession agreement and abc TAV Airports Airports 5 April 2007 Peer Group _______ PE ________ __ EV/EBITDAR ___ Country ADP Fraport Vienna Airport Zurich Airport Airports avg. TAV prem./(/disc.) to peers TAV (VAT refund) prem./(/disc.) to peers Ticker Share price France ADP FP Germany FRA GR Austria FLU AV Switzerland UZAN SE Turkey TAVHL TI Turkey TAVHL TI __EV/Revenues ___ ___ Div. Yield_____ Rating 2007e 2008e 2009e 2007e 2008e 2009e 2007e 2008e 2009e 2007e 2008e 2009e EUR73.24 Underweight EUR55.18 Neutral EUR77.25 Neutral CHF475.0 Underweight 33.2 26.1 22.3 62.2 30.6 TRY11.6 Overweight 74.6 144% TRY11.6 Overweight 23.1 -25% 30.5 28.3 21.7 41.8 29.4 25.9 -12% 21.4 -27% 27.6 28.4 20.1 24.4 27.4 16.8 -39% 14.7 -46% 13.2 8.3 10.8 12.7 11.1 12.8 15% 11.5 4% 12.3 9.0 10.8 11.7 11.0 10.6 -4% 9.6 -13% 11.4 9.1 10.2 11.0 10.5 9.1 -13% 8.3 -20% 4.1 2.1 3.7 5.7 3.4 4.5 33% 4.1 21% 4.0 2.2 3.8 5.3 3.3 4.0 20% 3.7 11% 3.8 2.3 3.6 5.0 3.2 3.5 9% 3.3 1% 1.3% 2.1% 2.6% 0.5% 1.6% 0.0% 1.6% 2.1% 2.7% 0.8% 1.8% 1.3% 1.8% 1.8% 2.9% 1.2% 1.8% 2.0% 0.0% 1.3% 2.0% Source: HSBC estimates * Prices as at close of 4 April 2007 also includes runway operations. All in all, our judgment, considering also the potential for further new concession wins by TAV in upcoming years, is that the company deserves some premium over European peers. We stress our view that trading multiples are of less fundamental value than discounted cash flow methodologies and we look at them for illustrative purposes only. Capitalised value of assets under concession – Method 1 PV=A/r A (EURm) duration r (%) NPV (EURm) Source: HSBC estimates Capitalised value of assets under concession – Method 2 PV=A/r We show above comparative trading PE, EV/EBITDAR and EV/Sales multiples as well as dividend yields for the listed European airport stocks under HSBC’s coverage. In our EV/EBITDAR multiple calculations, we adjust EV for airport concession payments (the comparable companies do not generally face these ‘lease-like’ payments). In doing so, we chose to treat annual rent payments (Istanbul airport) as finite cash outflows until the last payment in January 2021. We calculate a net present value of around EUR1.0bn using 9.1% WACC and add this to our year-end net estimates as an adjustment. The other alternative would be to treat annual rent payments as a perpetuity, in which case the net present value would be higher at around EUR1.4bn. We believe that, given the assumption that there will be no renewal for the Istanbul contract upon its expiry in 2021, the adjustment would be overstated in the case of the second alternative, which is why we prefer to adjust by considering rent payments that match the life of the contract. _ (annual rent payments treated as finite cash outflows over life of concession) _ 126.9 (annual rent) 15 years 9.1% (WACC) 1,017 (addition to net debt) A (EURm) r (%) PV (EURm) ____(annual rent payments treated as perpetuity) ____________ 126.9 (annual rent) 9.1% (WACC) 1,395 (addition to net debt) Source: HSBC estimates Using 2008e multiples, this analysis suggests that TAV trades at a slight discount to peer group average on EV/EBITDAR, while it’s at a 12% discount on PE. On 2009e multiples, the PE discount widens to 39%, while EV/EBITDAR also points to a discount of 13%. Our financial forecasts suggest that the impact of new airports (Ankara, Izmir and Tbilisi) on growth becomes more visible from 2008 onwards, while Tunisia’s full-year contribution (Monastir and Enfidha altogether) will reflect on growth figures from 2010 onwards. We therefore believe using short-term (ie 2007e) figures would particularly underestimate the value from such growth potential. We project three-year CAGR (2007e-2010e) of 17% in revenues and 25% in EBITDAR. 7 abc TAV Airports Airports 5 April 2007 around USD80m (EUR65m). Derived multiples at our target price At our DCF-based target price of TRY15.8, TAV would trade at approximately a 20% premium to peer group average on 2008e PE and 13% premium on EV/EBITDAR, while on 2009e multiples, the EV/EBITDAR premium narrows to 1% while there is 16% discount on PE. Derived multiples at our target price PE Peer avg. EV/EBITDAR Peer avg. EV/Sales Peer avg. 2008e 2009e 2010e 35.2 29.4 12.4 11.0 5.0 3.3 22.9 27.4 10.6 10.5 4.4 3.2 17.10 N/A 9.3 N/A 3.9 N/A Source: HSBC estimates VAT impact on trading multiples Another point to mention is the impact of a potential VAT refund for Istanbul airport rent agreement on the trading multiples. In the following section, we provide details on the ongoing VAT case, along with the estimated impact on our DCF valuation. But it’s worth mentioning at this point that TAV’s trading multiples would also improve and indicate a cheaper valuation should the company win the ongoing court case and there is no more VAT payment (USD25m of annual USD165m rent payments is VAT). Under such a scenario, we would expect an improvement in EBITDAR and net profit forecasts (particularly in 2007, with TAV compensated for the prepaid portion of VAT payments in cash, which the company states is VAT impact on valuation TAV is liable for paying 18% VAT on the original concession cost of USD2.5bn for operating Istanbul Airport for 15.5 years (from June 2005). This equates to cUSD460m additional payments as VAT, bringing the total cost to USD3.0bn. On the grounds that privatisation deals by the Privatisation Administration (PA) are exempt from VAT (in this case the seller is DHMI not the PA), TAV took the issue to court in February 2006 in order to reclaim the VAT portion. TAV estimates that it could potentially receive a refund of cUSD80m in relation to VAT paid on concession payments to date and save an additional USD120m during the remaining life of the concession, should the courts decide in its favour. A resolution to the issue seems likely in 2007. Our calculations, which we detail below, suggest that the net present value of potential VAT refunds is EUR132m. Of the total annual concession payments of USD165m, the VAT portion is USD25m (EUR19m), of which the expensed amount by TAV is 44%, or EUR8m pa. The remaining 56% is netted off VAT collected or other tax liabilities and is therefore excluded from calculations. As far as the USD80m (EUR62m) VAT already paid to date is concerned, this would be likely to be paid back to TAV in cash. We calculate the NPV of the future VAT savings as EUR70m, which VAT refund impact on P&L figures (EURm) Concession rent Concession rent (VAT refund) EBITDAR EBITDAR (VAT refund) EBIT EBIT (VAT refund) Pretax net other income Pretax net other income (VAT refund) Net profit Net profit (VAT refund) Source: HSBC estimates 8 2007e 2008e 2009e 2010e -127 -127 248 248 68 68 -40 22 21 65 -127 -112 314 314 129 144 -46 -44 59 72 -127 -112 370 370 181 196 -54 -54 91 105 -127 -112 413 413 223 238 -53 -51 122 135 abc TAV Airports Airports 5 April 2007 brings the total savings to EUR132m, which corresponds to 8% of our DCF value of EUR1759m. VAT calculation 2007e-10e (EURm) VAT concession payments Portion expensed (44%) Discount factor (WACC) NPV future VAT savings (07e-21e) Potential refund on pre-paid NPV total VAT savings Impact on DCF value 07e 08e 09e 10e 19 8 9.1% 70 62 132 7.5% 19 8 19 8 19 8 Source: HSBC estimates DCF Sensitivity analysis We analyse the sensitivity of our DCF valuation scenarios to changes in key inputs to our financial model. These are traffic growth (at each airport), duty free per passenger spend growth and staff costs per employee relative to inflation. We also analyse the sensitivity of our DCF valuations to changes in the key DCF parameters; risk-free rate, equity risk premium and the ungeared beta. It appears that valuation is the most sensitive to passenger growth estimates such that a 2% increase in estimated traffic at airports raises DCF value by 18% to EUR2039m while the opposite results in a cut by 15%. There is also high sensitivity to duty free per pax spend estimates, as this line accounts for a major portion of revenues although margins are small. A 1% rise in duty free spend per pax takes valuation up by 12% while a 1% cut results in a 9% drop. Investment risks Acquisition growth: TAV intends to add further additional airports to the portfolio over the next few years. TAV states that in the near term there is potential via opportunities both inside and outside Turkey. The ones in Turkey are; Antalya, which is the second-largest airport in Turkey in terms of passenger traffic (number one in terms of international passenger traffic based on 2006 data), whose tender will take place on 12 April. Antalya has two international terminals and one domestic terminal which are being tendered altogether by the DHMI, although the current operators’ contracts for international terminals will expire later (that of Fraport for Terminal 1 in September 2007 and that of Celebi for Terminal 2 in September 2009). The other potential in Turkey is the airport on the Asian side of Istanbul, named Sabiha Gökçen (which TAV states will operate independently if possible), due to be privatised in 2007. Further opportunities include the planned privatisation of the airside of Istanbul Airport by the State Airports Authority (DHMI). However, we believe that the privatisation (of runways, excluding air control) is unlikely to take place before three or four years as DHMI’s plans are not yet complete. TAV believes the Group’s experience in airport construction (through TAV Construction in which TAV Airports does not have any share) and various ongoing construction projects in hand (the Sensitivity of DCF valuations to key inputs DCF equity value EURm DCF value DCF value 1721 1721 _____Passenger growth______ -2 pps 1498 No chg. 1759 +2 pps 2061 ______Risk-free rate %_______ 7.0 6.0 5.0 1615 1759 1923 Duty free per pax spend growth -1 pps 1588 No chg. 1759 +1 pps 1955 ___ Equity risk premium %____ 6.0 5.5 5.0 1696 1759 1849 __Staff costs per employee, growth relative to inflation __ +1.5 pps 1582 +1.0 pps 1721 +0.5 pps 1938 ______ Ungeared beta _______ 1.2 1.0 0.8 1577 1759 1945 Source: HSBC estimates 9 abc TAV Airports Airports 5 April 2007 biggest being Doha airport in a joint venture with Taisei) is a ‘door opener’ for the airport company. We also regard the presence of strong strategic partners (particularly Babcock & Brown and Goldman Sachs) as a factor that could fortify TAV’s chances for new contracts. Management and operational risks: Upcoming opportunities for growth via concession tenders can also mean risk of overspend for growth projects and risks associated with management control and operational efficiency as the operational base expands rapidly. In that sense, the recent start of operations at three new airports (Ankara, Izmir and Tbilisi) will also be a test for TAV. Financial risks: New projects for expansion and funding requirements may also bring an additional financial burden on TAV. Air traffic growth: TAV is exposed to volatility in air traffic growth but this is limited at the Izmir and Ankara airports because of DHMI guaranteed passenger traffic volumes. Therefore, air traffic growth risk is more related to the commercial side of TAV’s operations. As an emerging country, Turkey is still susceptible to ups and downs in the economy, which might also lead to fluctuations in air traffic growth. That said, the outlook for Turkish air traffic growth is strong within the context of the country’s EU convergence theme, which backs strong economic growth (HSBC’s macro team forecast long-term sustainable GDP growth of 5.0-5.5% for Turkey). Also, the national carrier, Turkish Airlines’, recent contract for Star Alliance membership may facilitate air traffic growth beyond IATA’s CAGR forecast for Turkey of 8.9% in 2005-09. Tourism activity: International and domestic tourism activity has been one of the key drivers of strong air-traffic growth in Turkey (12.1% pa 10 between 1991 and 2005). Tourism revenues are also directly correlated with GDP growth but could, in the future, be vulnerable to a number of risk factors such as terror, pandemics (avian flu) and political events leading to international tension. That said, despite the numerous global and national events that occurred during the past 10 years adversely affecting Turkish economic activity (starting with the Asian and Russian crises in 1997-98, continuing with a major earthquake in Turkey in 1999, followed by a national financial crisis in February 2001 and early 2000, the 9/11 airlines-related events in the US in 2001 and the avian flu incident in Turkey in early 2006), the Turkish aviation industry managed to keep growth momentum at high rates. Also, we believe that TAV-operated airports would be relatively less affected by a temporary downturn in tourist activity than airports in Antalya, Bodrum and Dalaman, which serve as the main centres for summer tourism in Turkey. Concession-based operations: This creates uncertainty for TAV’s operations beyond expiry dates at each airport. The first existing contract to expire is the one for Izmir airport (in January 2015), followed by Istanbul (January 2021), Ankara (mid-2023), Tbilisi (January 2027) and finally Tunisia (2048). Accordingly, there are no expiries in the short and medium term to be a concern for investors, although ground handling services agreements with airlines are of shorter duration (three years with main carrier THY, 2006-2009). TAV Airports Airports 5 April 2007 abc VAT rebate: TAV has an ongoing court case against DHMI claiming VAT charges (18%) on Istanbul Airport concession fees. TAV could potentially receive a refund of USD80m in relation to VAT paid to date and in the future could save an additional USD120m during the remaining life of the concession. We calculate the net present value of the total potential VAT savings as EUR132m, equating to 8% of our DCF value. This should be considered as a potential upside to the valuation. TAV sees a possibility that the issue can be resolved in 2007. 11 abc TAV Airports Airports 5 April 2007 Tunisia project 40-year operating rights for existing Monastir airport and a completely new one (Enfidha) to be built by TAV for EUR400m To become the second largest operation in portfolio after Istanbul Ataturk. Full-year impact to be seen from 2010 onwards We attach EUR295m value (or TRY2.6 per share), estimated project IRR 13% TAV’s expertise starts paying off regionally… A fee of EUR9.0 to be charged to international departing passengers Helps diversify Turkish market risk No volume guarantee at any of the airports On 16 March 2007, TAV announced that it had won a tender to operate two airports in Tunisia for 40 years. One of the airports, Monastir, is an existing one which TAV will take over from 1 January 2008. The other, Enfidha, will be built and operated by TAV as a brand new airport starting from mid-2009. TAV’s winning bid Includes airside operations at both airports (ie aircraft landing and parking fees to be collected by TAV) included a package with a commitment to invest EUR400m, predominantly for Enfidha. Tunisia tender has brought in two additional airport operations to TAV’s portfolio, as well as regional diversification. The key features of the project Below is a list of the key features of the Tunisian airport agreement: Start of investments in H1 2007 Other than being the second overseas operation in TAV’s portfolio after Tbilisi, Tunisia also resembles Georgian operations in that it includes runway operations, which are all carried out by DHMI in the Turkish airports. The international passenger fee of EUR9.0 is the lowest among TAV’s operations (USD15 at Istanbul, EUR15 at Ankara and Izmir, USD22 at Tbilisi) but this is compensated for by the rights for airside activities as well as the significantly longer duration of the project. 40-year operating rights (Monastir starting from 1 January 2008, Enfidha mid-2009) Initial investment (for Enfidha) of EUR400m, for a capacity of 7m passengers pa, with scope to increase to 22m in 40 years 12 Air traffic in Tunisia Monastir is one of the three major airports in Tunisia (the other two are Tunis-Carthage and Djerba) and the largest one in terms of passenger traffic. It processes about 40% of air traffic in Tunisia, although the main airport in the country abc TAV Airports Airports 5 April 2007 is considered as Tunis Carthage as its annual capacity of 4.5m is the largest. The capacity of Monastir is 3.5m but during the last three years the airport has been operating above capacity, serving 3.7m in 2004, 4.1m in 2005 and 4.2m in 2006. Tunisian airports mainly serve international tourism traffic, predominantly from and to Europe, in particular France, and domestic air traffic is relatively insignificant (1% of total at Monastir) due to the small size of the country. can be considered relatively higher within Tunisia. Other than that, Tunisia is a country with stable economic growth that averaged 4.4% during the last six years with no significant ups or downs. Tunisia – GDP and air traffic 12.0 25% 10.0 20% 15% 8.0 10% 5% 6.0 Snapshot of Tunisian airports Tunis Monastir Capacity (m) terminal area (tho sqm) traffic (2006) traffic (2005) traffic (2004) traffic (2003) traffic (2002) traffic (2001) 4.50 57.4 3.65 3.65 3.45 3.05 3.19 3.36 3.50 28.0 4.20 4.10 3.67 2.84 3.93 3.92 Djerba Others 2.0 4.00 73.0 2.42 2.42 2.24 1.80 2.20 2.14 1.05 16.40 0.23 0.23 0.23 0.22 0.21 0.21 0.0 Source: Tunisian Civil Aviation Authority (OACA) 5.00 40% 4.00 20% 3.00 0% 2.00 1.00 -20% 0.00 -40% 2002 2003 2004 No of pax (m) -10% -15% -20% 2001 2002 No of pax (m) 2003 2004 Traffic grow th 2005 2006 GDP grow th Source: OACA With Enfidha, Tunisia will become the second largest operation after Istanbul/Ataturk Monastir airport pax growth 2001 0% -5% 4.0 2005 2006 grow th Source: OACA Between 2001 and 2006, the five-year passenger traffic CAGR was 1.4% at Monastir (vs 1.8% for Tunisia as a whole), although there has been a fast recovery since 2003 when bombing events had caused a major fall in traffic. Due to the fact that Enfidha will be located 60km from Monastir, again serving mainly tourism traffic. Due to physical limitations, Monastir airport cannot be expanded further to serve future potential growth in passenger traffic and the Enfidha investment will initially aim to take up the burden from Monastir and, in the longer term, serve expected growth in traffic parallel to growth in international tourism in Tunisia. For this reason, TAV plans to increase the initial capacity of 7m passengers at Enfidha to 22m passengers throughout the life of the project. Based on our forecasts, which we detail in the following section, we expect Tunisia to rank after Istanbul and Ankara in terms of total passenger traffic but surpass Ankara beyond 2010 to become the second largest after Istanbul in terms of revenues generated thanks to contribution from airside operations. Monastir primarily serves tourism traffic, the hit from 2003 events on the airport was harsher compared to the whole air traffic in the country. While terror can be considered a valid risk for any market and region globally, Monastir’s exposure 13 abc TAV Airports Airports 5 April 2007 Forecasts for Tunisia We incorporate Tunisia into our financial model for TAV under the following assumptions: Additional investment of EUR200m to expand capacity to 22m from 7m (EUR100m after 15 years, another EUR100m after another 15 years) 6% annual passenger growth (cumulative figure for the two airports) for the first 10 years and 4% thereafter until end of contract Financing scheme: 25% equity, 75% debt Traffic at Monastir kept constant at 3.5m pax pa beyond 2010 while that at Enfidha grows towards 22m (which we reach towards the expiry of the 40-year contract) Share of domestic in total traffic assumed zero EUR9 fee applied to international departing passengers kept fixed over project life As planned, duty free (ATU), food and beverage (BTA) and ground handling (Havas) services initiated parallel to the start of aviation operations at Enfidha Airport (no duty free and f&b assumed at Monastir) Duty free and f&b spend per pax assumed 50% of Istanbul/Ataturk initially, rising to 75% after three years (as in Tbilisi) ATU and BTA concession fee payments to TAV-Tunisia of 30% and 25% respectively of revenues generated (as in Tbilisi) Landing and parking fee per ATM of EUR250 (based on company guidance, ATM growth parallel to projected pax growth) Average ground handling charge per aircraft of EUR270 The same WACC (9.1%) applied Revenue share 8%, EBITDA share 10% by 2010 Our forecasts under the assumptions stated above result in a total passenger traffic estimate of 5.3m in Tunisia by 2010 (representing 12% of TAV’s total estimated pax base by the same year) and consolidated revenues of EUR59m (8.5 of total consolidated revenues). We project 2010 EBITDA of EUR30m, or 10% of the total. EUR295m value to TAV, project IRR of c13% We calculate a value contribution of EUR295m from Tunisia when we incorporate the business into our aggregate DCF model for TAV. Given our investment outlay assumptions and rough projections on operational cash flows (using EBITDA estimates), we compute a project IRR (internal rate of return) of around 13%. Tunisia – traffic forecasts (million) 2006a 2007e Monastir growth Enfidha growth Total growth 4.2 2.3% 0.0 0.0% 4.2 2.3% 4.5 6.0% 0.0 0.0% 4.5 6.0% Initial investment outlay of EUR400m spread over three years (EUR100m in 2007, EUR200m in 2008 and EUR100m in 2009) 14 2009e 2010e 4.7 4.0 3.5 6.0% -15.2% -12.5% 0.0 1.0 1.8 0.0% 0.0% 79.9% 4.7 5.0 5.3 6.0% 6.0% 6.0% Source: HSBC estimates Tunisia – breakdown of forecast consolidated revenues EURm Starting number of employees of 521 (based on OACA data for Monastir), 1% growth pa applied over the life of the contract 2008e Passenger Airside Total aviation Non-aviation Total revenues % of TAV total EBITDA % of TAV EBITDA Source: HSBC estimates 2006e 2007e 2008e 2009e 2010e 0 0 0 0 0 0% 0 0% 0 0 0 0 0 0% 0 0% 21 9 30 8 38 7% 17 9% 23 9 31 16 48 7% 23 9% 24 9 33 26 59 8% 30 10% abc TAV Airports Airports 5 April 2007 Financial model New airports and traffic drive forecast EBITDAR +141% in 2010 Forecast EBITDAR margin grows from 44% in 2006 to 56% in 2010 We forecast net profit growth of 81% CAGR 2007-10 Strong traffic growth the key driver We present in the following pages the key assumptions that we used in deriving TAV’s financial model. Traffic growth of 11% CAGR 2007-10 We project passenger traffic to grow at 11% CAGR at TAV operated airports in the 2007-2010 period (11.1% excluding Tunisia, 10.7% including Tunisia), compared with IATA’s traffic growth forecast for Turkey of 8.9% in 2005-2009. With expectations of a recovery in Turkish tourism in 2007 after being hit by a series of adverse events in 2006 (bird flu, cartoon crisis, World Cup impact), we expect international traffic to post strong growth this year and we forecast c14% traffic growth at TAV’s existing airports. In fact, tourism and air traffic numbers for the first two months of the year present quite an optimistic outlook, for example the number of tourists visiting Turkey rose 16% y-o-y and total passenger traffic at TAV’s Turkish airpports (Istanbul, Ankara and Izmir) was up 16% y-o-y. The inclusion of Tunisia in the portfolio from 2008 onwards (Monastir for full year 2008, Enfidha starting from H2 2009) will further support air traffic and the effective number of passengers captured by TAV’s aviation operations, which we expect to grow by 29% in 2008, after 19% that we expect in 2007. As we also stated earlier, once operational we expect the Enfidha airport to take up some of the burden from Monastir, so that overall traffic growth remains smooth at our projected 6% at Tunisia. Passenger traffic at TAV airports (excluding transit) (million) Istanbul International Domestic Ankara International Domestic Izmir (Int'l) Tbilisi Total at existing airports Tunisia All airports Traffic captured by TAV (non-aviation) Traffic captured by TAV (aviation) 2004a 2005a 2006a 2007e 2008e 2009e 2010e 15.6 10.2 5.4 3.3 1.1 2.1 1.5 0.4 39.7 3.7 43.4 15.6 15.6 19.3 11.8 7.5 3.8 1.2 2.6 1.7 0.5 48.5 4.1 52.6 19.3 19.3 21.3 12.2 9.1 4.5 1.3 3.3 1.5 0.5 53.6 4.2 57.8 22.2 22.2 24.2 13.6 10.5 5.2 1.4 3.8 1.6 0.6 60.9 4.5 65.4 31.6 26.5 27.0 15.0 12.0 5.8 1.5 4.3 1.7 0.6 68.1 4.7 72.8 39.9 34.2 29.7 16.2 13.5 6.5 1.6 4.9 1.9 0.7 74.9 5.0 79.9 43.7 37.2 32.3 17.5 14.8 7.1 1.7 5.4 2.0 0.7 81.6 5.3 86.9 47.5 40.3 Source: DHMI, HSBC forecasts 15 abc TAV Airports Airports 5 April 2007 Traffic growth at TAV airports Istanbul International Domestic Ankara International Domestic Izmir (Int'l) Tbilisi Total at existing airports Tunisia All airports Traffic captured by TAV (non-aviation) Traffic captured by TAV (aviation) 2005a 2006a 2007e 2008e 2009e 2010e CAGR (07-10e) Long-term 23.7% 15.8% 38.3% 16.9% 4.8% 23.3% 9.0% 36.0% 22.1% 11.9% 21.2% 23.7% 23.7% 10.2% 3.3% 21.0% 18.7% 5.9% 24.5% -13.5% 0.0% 10.6% 2.3% 10.0% 15.3% 15.3% 13.7% 12.0% 16.0% 14.3% 10.0% 16.0% 10.0% 8.0% 13.7% 6.0% 13.1% 41.9% 19.2% 11.7% 10.0% 14.0% 12.4% 8.0% 14.0% 8.0% 8.0% 11.7% 6.0% 11.3% 26.5% 28.9% 9.8% 8.0% 12.0% 11.0% 8.0% 12.0% 8.0% 8.0% 9.9% 6.0% 9.7% 9.4% 8.9% 8.9% 8.0% 10.0% 9.5% 8.0% 10.0% 8.0% 8.0% 9.0% 6.0% 8.8% 8.6% 8.2% Source: DHMI, HSBC estimates Y-t-d traffic data at Turkish airports Revenue drivers - Commercial Jan-Feb 06 Jan-Feb 2007 chg. 2.73 1.55 1.17 0.57 0.14 0.43 0.11 3.41 3.08 1.77 1.31 0.73 0.17 0.56 0.13 3.95 12.9% 14.0% 11.6% 28.0% 18.8% 31.1% 26.7% 15.9% Istanbul International Domestic Ankara International Domestic Izmir (Int'l) TOTAL Source: DHMI Macro forecasts used in model Key inputs 2005 2006 2007e 2008e 2009e 2010e Long Average CPI GDP EUR/USD EUR/TRY 8.2% 7.4% 1.246 1.670 9.6% 6.0% 1.260 1.799 8.5% 4.1% 1.300 1.953 6.3% 4.0% 4.0% 4.0% 6.2% 5.5% 5.5% 5.5% 1.300 1.300 1.300 1.300 2.076 2.159 2.245 - Source: HSBC estimates Revenue drivers - Passnger and landing fees Revenue drivers Istanbul int'l departing Istanbul domestic departing Ankara int'l departing pax fee Ankara domestic departing Izmir int'l departing Tbilisi int'l departing pax fee Tbilisi int'l pax fee growth rate Tbilisi domestic departing Tbilisi landing / parking per ATM Tunisiaint'l departing Tunisia landing / parking per ATM Source: Company 16 USD EUR EUR EUR EUR USD % USD EUR EUR EUR 06e 07e 08e 09e 10e 15.0 3.0 15.0 3.0 15.0 22.0 6.0 250 - 15.0 3.0 15.0 3.0 15.0 22.0 2% 6.0 250 9.0 250 15.0 3.0 15.0 3.0 15.0 22.0 6.0 250 - 15.0 3.0 15.0 3.0 15.0 22.0 2% 6.0 250 9.0 250 15.0 3.0 15.0 3.0 15.0 22.0 2% 6.0 250 9.0 250 Commercial 2006e 2007e 2008e 2009e 2010e Duty free per pax spend growth - Istanbul Duty free per pax spend Ankara - % of Istanbul Duty free Izmir - % Istanbul Duty free Tbilisi - % Istanbul Duty free Tunisia - % Istanbul Duty free concession payment - % d.free rev. (Ist, Ank, Izm) Duty free concession fee payment (at Tbilisi & Tunisia) F&B spend per pax growth – Istanbul F&B spend per pax Ist. domestic as % of int'l F&B spend per pax Ankara as % of Istanbul F&B spend Izmir - % Istanbul F&B spend Tunisia -% Istanb. F&B concession payment - % F&B revenues (Ist, Ank.,Izm.) F&B concession fee payment (at Tbilisi & Tunisia) 6.8% 2.0% 2.0% 2.0% 2.0% 50.0% 50.0% 60.0% 75.0% 75.0% 50.0% 50.0% 60.0% 75.0% 75.0% 50.0% 50.0% 60.0% 75.0% 75.0% - 50.0% 50.0% 60.0% 42.5% 42.5% 42.5% 42.5% 42.5% 30.0% 30.0% 30.0% 30.0% 30.0% 10.0% 2.0% 2.0% 2.0% 2.0% - - - 50.0% 50.0% 50.0% 50.0% 60.0% 75.0% 75.0% 50.0% 50.0% 60.0% 75.0% 75.0% - 50.0% 50.0% 60.0% 39.1% 39.1% 39.1% 39.1% 39.1% 25.0% 25.0% 25.0% 25.0% 25.0% Source: Copmapny, HSBC estimates Cost drivers No of staff growth Cost per staff gr (TRY) F&B cost margin Duty free cost margin Services cost margin Other exp. cost margin 03 04 n/a n/a 20% 45% 0% 14% n/a 26% 23% 43% 0% 13% Source: Company, HSBC estimates 05 06e 07e 08e 09e 10e n/a 107% 1% 27% 20% 0% 20% 20% 19% 42% 42% 41% 10% 12% 10% 17% 19% 13% 7% 6% 18% 40% 10% 13% 1% 4% 18% 40% 10% 13% 1% 4% 18% 40% 10% 13% 11.0% 9.5% 13.0% 11.8% 8.5% 13.0% 8.5% 8.0% 11.1% 6.0% 10.7% 20.9% 16.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 8.0% 8.0% n.m. 6.0% n.m. n.m. n.m abc TAV Airports Airports 5 April 2007 Basic assumptions/drivers beyond 2010: Passenger growth and airport capacity Istanbul: We project stable pax growth of 6% at Istanbul Ataturk between 2011 and 2020, slightly above HSBC’s long-term sustainable Turkish GDP growth estimate of 5.5%. By-end 2020 when the contract expires, we reach forecast pax of c65m, which is our assumed capacity of the airport (based on ATMs per hour of 50, operational hours per day of 24, pax per aircraft of 150 and operational days per year of 365) Ankara: We reduce annual passenger growth rate at Ankara Esenboga airport to 1% between 2016-23 from 6% between 2010-15 due to capacity limitations (10m passengers) Duty free and f&b per pax spend in all other new airports (Ankara, Izmir, Tbilisi, Tunisia) is set as a percentage of the estimated figure for Istanbul, starting from 50% and going up to 75% from the third year of operations Start of food and beverage (BTA) operations at Istanbul Ataturk domestic terminal from 2009 onwards (parallel to the expiry of current f&b operator Usas’ contract by end2008). Spend per pax assumed at a fixed 50% of spend per pax at international terminal Cost assumptions Number of staff grows at fixed 1% pa (likefor-like) and cost per staff in TRY grows at forecast Turkish annual inflation rate Izmir: We assume 8% stable growth for international pax at Izmir Adnan Menderes from 2008 until expiry in 2014 and still end up with pax number of 2.7m, well below the airport capacity of 5.0m pax Cost of catering (f&b) inventory sold margin drops from 20% in 2006 to 19% in 2007 and 18% in 2008 and remains fixed thereafter. The reasoning is increased volumes with new airports and improved purchasing power as with any retail business Tbilisi: We keep pax growth fixed at 8% for Tbilisi until the expiry in 2026 when we reach total passengers of 2.6m vs. capacity of 2.8m Cost of duty free inventory sold margin drops from 42% in 2006 to 41% in 2007 and 40% in 2008 and remains fixed thereafter Tunisia: We assume zero pax growth at Monastir with annual pax of 3.5m which is equivalent to the airport’s capacity of 3.5m until 2048. In exchange for this, we adjust traffic at Enfidha such that it declines gradually from 18% in 2011 to 4.6% by 2048 when traffic reaches 22m and cumulative passenger growth rate in TAV’s Tunisian Cost of services rendered margin drops from 12% in 2006 (10% in 2005) to a fixed 10% in 2007 and thereafter. Efficiency gains in operations and larger scale help improvement operations (including Monastir) is a fixed 6% until 2017 and 4% thereafter until 2048 Commercial (Duty free and food & beverage) Duty free and f&b per pax spend at Istanbul Ataturk grows at 2% pa which is the Eurozone inflation rate Other opex margin drops from 19% in 2006 to a fixed 13% in 2007 and thereafter with the removal of some one-off expenses in 2006 Macro and other Long-term Turkish GDP growth of 5.5% Long-term annual average CPI of 4.0% Long-term EUR/USD estimate of 1.30 Dividend pay-out ratio of 50% from 2008 17 abc TAV Airports Airports 5 April 2007 TAV – revenue model AVIATION REVENUES (EURm) Istanbul passenger revenues growth Ankara passenger revenues growth Izmır passenger revenues growth Tbilisi passenger revenues (60%) growth Tbilisi aircraft landing and parking fees Tunisia - passenger revenues growth Tunisia aircraft landing and parking fees TOTAL AVIATION REVENUES growth NON-AVIATION REVENUES Istanbul duty free concession income Istanbul f&b concession income Ankara duty free concession income Ankara f&b concession income Izmir duty free concession income Izmir f&b concession income Tbilisi duty free concession income Tbilisi f&b concession income Tunisia duty free concession income Tunisia f&b concession income Duty Free - ATU (100% of ATU) growth Istanbul duty free revenues Duty free spend per pax - Istanbul Int'l growth assumption Ankara duty free revenues Duty free spend per int'l pax - Ankara Duty free spend per total pax - Ankara Izmir duty free revenues Duty free spend per int'l pax - Izmir Tbilisi duty free revenues (100%) Duty free spend per pax - Tbilisi Int'l Tunisia duty free revenues Duty free spend per pax - Enfidha Int'l Food & Beverage (BTA) growth Istanbul total f&b revenues f&b spend per pax - Istanbul Istanbul int'l f&b revenues f&b spend per pax - Istanbul Int'l (calculated) growth assumption Istanbul domestic f&b revenues f&b spend per pax - Istanbul domestic f&b spend per pax - as a % of Istanbul Int'l Ankara f&b revenues f&b spend per total pax - Ankara f&b spend per pax - as a % of Istanbul Izmir f&b revenues f&b spend per int'l pax - Izmir Tbilisi f&b revenues (100%) f&b spend per pax - Tbilisi Int'l Tunisia f&b revenues f&b spend per pax - Enfidha Int'l Ground Handling - Havas (100% of Havas) growth OTHER (O&M and others) growth TOT. NON-AVIATION REV (TAV stake) growth TOTAL GROSS REVENUES growth Source: Company data, HSBC estimates 18 2004 2005 2006e 2007e 2008e 2009e 2010e 62.0 -8.0% - 75.9 22.3% - 84.0 10.8% 3.9 3.3 2.9 1.4 - 92.3 9.8% 13.1 233.3% 15.0 3.0 4.7% 1.4 - 62 -8.0% 76 22.3% 95 25.8% 125 30.7% 102.1 10.7% 13.7 5.0% 15.5 3.0% 3.3 10.2% 1.5 21.2 8.6 166 33.0% 111.0 8.7% 14.4 5.0% 15.9 3.0% 3.6 10.2% 1.5 22.5 6.0% 8.9 178 7.3% 120.3 8.4% 15.1 5.0% 16.4 3.0% 4.0 10.2% 1.6 23.9 6.0% 9.3 191 7.1% 65.1 8.3 - 78.3 11.5 - 89.7 11.9 1.2 0.6 1.4 0.7 0.1 0.3 - 102.5 13.6 4.7 2.6 5.5 1.4 1.4 0.3 - 115.2 15.3 6.3 3.6 7.2 1.6 1.9 0.3 - 165.5 16.6% 165.5 14.8 3.9% 21.1 41.6% 21.1 1.9 21.1 1.9 26.0% 24.6 15% 202 21% 264 12% 188.1 13.7% 188.1 14.7 -1.0% 29.5 39.8% 29.5 2.3 29.5 2.3 21.6% 84.2 47.4 92% 311 54% 387 47% 217.4 15.6% 211.0 15.8 6.8% 2.8 7.9 2.1 3.3 7.9 0.4 7.9 34.5 17.1% 30.4 2.5 30.4 2.5 10.0% 1.6 1.3 50% 1.8 2.3 1.1 1.9 115.2 36.8% 55.9 18% 374 20% 470 21% 268.1 23.3% 241.2 16.1 2.0% 11.2 8.1 2.1 12.9 8.1 4.8 8.1 45.7 32.4% 34.8 2.6 34.8 2.6 2.0% 6.6 1.3 50% 3.7 2.3 1.1 1.9 123.0 6.8% 69.6 25% 455 22% 580 24% 306.5 14.3% 271.0 16.4 2.0% 14.8 9.9 2.5 17.0 9.9 6.3 9.9 52.9 15.7% 39.0 2.6 39.0 2.6 2.0% 9.1 1.6 60% 4.0 2.3 1.2 2.0 139.3 13.3% 79.8 15% 521 14% 687 18% 127.1 23.8 8.6 5.0 10.0 1.7 2.6 0.3 2.5 0.3 356.3 16.2% 299.0 16.8 2.0% 20.3 12.6 3.1 23.4 12.6 8.7 12.6 8.4 8.4 79.9 50.9% 60.8 2.1 43.0 2.7 2.0% 17.9 1.3 50% 12.9 2.0 75% 4.4 2.4 1.1 1.5 1.0 1.0 145.8 4.7% 95.9 20% 623 20% 801 17% 140.1 26.3 9.5 5.6 11.0 1.9 2.9 0.3 5.5 0.6 402.0 12.8% 329.6 17.1 2.0% 22.4 12.8 3.2 25.8 12.8 9.5 12.8 18.5 10.3 89.6 12.3% 67.4 2.1 47.3 2.7 2.0% 20.0 1.4 50% 14.4 2.0 75% 4.9 2.4 1.2 1.6 2.3 1.3 152.1 4.3% 107.5 12% 693 11% 884 10% abc TAV Airports Airports 5 April 2007 Analysis of TAV revenues EURm 2004 2005 2006e 2007e 2008e 2009e 2010e Breakdown of gross revenues Aviation Non-aviation Duty free revenues Duty free concession F&B revenues F&B concession Ground handling Other TOTAL revenues (before eliminations) 62 202 83 65 21 8 0 25 264 76 311 94 78 30 12 51 45 385 95 374 109 92 35 14 69 56 470 125 455 134 114 46 18 74 70 580 166 521 153 131 53 21 84 80 687 178 623 178 151 80 31 88 96 801 191 693 201 169 90 35 91 107 884 Eliminations ATU eliminations BTA eliminations Havas eliminations Other eliminations Total Eliminations -33 -8 0 -2 -42 -38 -12 -15 -15 -80 -46 -14 -12 -7 -78 -57 -18 -12 -9 -96 -65 -21 -14 -10 -110 -75 -31 -15 -12 -133 -84 -35 -15 -13 -148 TOTAL CONSOLIDATED REVENUES 222 305 391 484 577 668 736 Breakdown of consolidated revenues Aviation Non-aviation Duty free revenues (50% of ATU) Duty free concession fee (50%) F&B G. Handling Other 62 160 82 33 18 0 28 76 229 92 39 23 23 51 95 296 109 46 35 58 49 125 359 134 57 46 61 61 166 411 153 65 53 70 70 178 490 178 75 80 73 84 191 545 201 84 90 76 94 Aviation (%) Non-aviation (%) Duty free / non-aviation Duty free / Total 28% 72% 71% 51% 25% 75% 5% 43% 24% 76% 52% 40% 26% 74% 53% 39% 29% 71% 53% 38% 27% 73% 52% 38% 26% 74% 52% 39% 62 0 0 0 0 62 76 0 0 0 0 76 84 4 3 4 0 95 92 13 15 4 0 125 102 14 15 5 30 166 111 14 16 5 31 178 120 15 16 6 33 191 Breakdown of non-aviation revenues Istanbul non-aviation Ankara non-aviation Izmir non-aviation Tbilisi non-aviation Tunisia non-aviation Total non-aviation 158 0 0 0 0 160 229 0 0 0 0 229 285 4 5 1 0 296 307 28 19 6 0 360 339 34 23 8 8 413 393 45 30 10 16 493 431 49 32 11 26 548 Breakdown of consol. rev. by airport Istanbul total consolidated revenues Ankara total consolidated revenues Izmir total consolidated revenues Tbilisi total consolidated revenues Tunisia total consolidated revenues TOTAL CONSOLIDATED REVENUES 222 0 0 0 0 222 305 0 0 0 0 305 369 8 8 5 0 391 398 41 34 11 0 484 440 48 39 12 38 577 502 59 46 15 48 668 549 64 49 16 59 736 Breakdown of aviation revenues Istanbul aviation Ankara aviation Izmir aviation Tbilisi aviation Tunisia aviation Total aviation Source: Company data, HSBC estimates 19 abc TAV Airports Airports 5 April 2007 TAV: P&L 2003-10e EURm Gross revenues Eliminations Cons. revenues growth Costs Cost of catering Growth Cost of duty free Growth Cost of services Growth Staff costs Growth Concession rent Growth Depr. & amort. Growth Other opex. costs Growth Total costs Growth EBITDA Growth Margin EBITDAR Growth Margin EBIT growth Margin Interest income Other gains/losses Interest expense Trans. gain/loss PBT Growth Income taxes Tax rate Profit bef. minorities Growth Minority interest Net profit Growth 2003 2004 2005 2006e 2007e 2008e 2009e 2010e 235 -34 0 0% 264 -42 0 10% 385 -80 0 37% 470 -78 391 28% 580 -96 484 24% 687 -110 577 19% 801 -133 668 16% 884 -148 736 10% -3 0% -32 0% 0 0% -19 0% -1 0% -73 0% -29 0% -156 0% 117 0% 58% 118 0% 59% 45 0% 22% 9 1 -19 2 38 0% 29 -77% 67 0% 0 67 0% -5 60% -36 12% 0 100% -26 35% -1 9% -94 30% -28 -1% -190 22% 127 8% 57% 128 8% 57% 32 -29% 14% 7 -1 -19 -6 14 -64% -1 5% 13 -81% 1 12 -82% -6 23% -40 11% -18 8900% -40 56% -70 5725% -51 -46% -52 83% -277 46% 79 -37% 26% 149 16% 49% 28 -13% 9% 15 1 -21 6 31 127% 10 -32% 41 215% 13 27 123% -7 17% -46 14% -27 50% -66 65% -131 87% -13 -74% -74 43% -364 32% 40 -49% 10% 171 15% 44% 27 -3% 7% 17 0 -62 -12 -30 -40 20% -70 -14 -56 - -9 26% -55 20% -27 0% -83 25% -127 -3% -52 299% -63 -15% -416 14% 121 201% 25% 248 45% 51% 68 153% 14% 22 0 -62 0 29 -6 20% 23 2 21 - -10 10% -61 12% -31 14% -86 4% -127 0% -58 11% -75 19% -448 8% 187 55% 32% 314 27% 54% 129 88% 22% 19 0 -65 0 82 188% -16 20% 66 188% 7 59 188% -14 51% -71 16% -37 19% -89 4% -127 0% -62 6% -87 16% -487 9% 243 30% 36% 370 18% 55% 181 40% 27% 14 0 -68 0 127 54% -25 20% 102 54% 10 91 54% -16 12% -80 13% -41 11% -90 1% -127 0% -63 2% -96 10% -513 5% 286 18% 39% 413 12% 56% 223 23% 30% 11 0 -64 0 170 34% -34 20% 136 34% 14 122 34% Source: Company data, HSBC estimates Key P&L assumptions beyond 2010: Consolidated revenue CAGR is 19% 2005-10, drops to 7% 2010-15 and remains the same in 2015-20. Revenue falls to its 2005 levels between 2024-28 with the expiry of all Turkish airport contracts as well as Tbilisi in 2027 but gradually starts growing again with main remaining operations, Tunisia and ground handling Share of staff costs in total costs rises from 14% in 2005 to 18% in 2006, and further to 20 20% in 2007, but gradually drops to 13% by 2020. Cost of services goes up from around 25% to 36%, while concession rent drops from 36% to 17% EBITDAR margin approaches 60% by 2020 but falls to 55% after expiry of Istanbul Net interest income turns positive from 2016 and reaches 13% of PBT by 2020 Net profit CAGR is 35% 2005-10, 20% 201015e and 14% 2015-20 abc TAV Airports Airports 5 April 2007 TAV: balance sheet 2003-10e At 31 Dec. (EURm) 2003 2004 2005 2006e 2007e 2008e 2009e 2010e Cash and cash equiv. Trade receivables Inventories BOT investments, current Prepaid concession exp., curr. Other receivables & assets Total current assets Receiv. from rel. parties Goodwill P,P&E BOT inventory BOT ınventory (net) Prepaid concession exp. Other non-current assets Deferred tax assets Total non-current assets Total assets Bank loans, current portion Payables to related parties Trade payables Other payables and deferred revenue Total current liabilities Bank loans Provisions for employees Other non-current lıabılıtıes Total non-current liabilities Total liabilities Total equity Total equity and liabilities 50 7 4 0 0 3 63 68 0 0 4 130 0 0 6 209 272 73 0 8 3 84 18 1 23 43 127 146 272 58 8 4 48 0 4 122 131 0 2 1 7 0 0 8 149 270 64 1 10 32 107 40 1 0 41 148 123 271 147 13 5 0 117 32 314 203 74 18 10 134 308 71 16 835 1150 212 43 11 17 282 673 2 20 695 977 173 1150 342 16 6 0 172 34 570 0 89 32 10 398 168 88 6 791 1361 177 35 22 28 262 700 3 20 723 985 376 1361 263 20 7 0 172 34 496 0 89 35 10 454 168 192 6 954 1450 0 35 26 28 89 884 3 20 907 996 453 1450 196 23 8 0 172 34 433 0 89 36 10 606 168 255 6 1169 1602 0 35 29 28 92 972 3 20 995 1087 516 1602 143 27 9 0 172 34 385 0 89 37 10 655 168 336 6 1300 1685 0 35 35 28 98 973 3 20 996 1094 591 1685 89 29 11 0 172 34 336 0 89 36 10 604 168 418 6 1331 1666 0 35 40 28 103 854 3 20 877 979 687 1666 Net Debt Gearing Total debt/EBITDA Total debt/EBITDAR Invested Capital Capital employed Operating Liabilities 42 29% 0.8 0.8 189 191 34 46 38% 0.8 0.8 171 173 41 738 427% 11.2 5.9 932 950 71 535 142% 21.8 5.1 921 965 98 621 137% 7.3 3.6 1084 1133 103 775 150% 5.2 3.1 1301 1352 106 830 140% 4.0 2.6 1430 1488 112 764 111% 3.0 2.1 1461 1523 116 Source: Company data, HSBC estimates Key BS assumptions beyond 2010: Prepaid concession expenses (current plus non-current) are amortised throughout the concession period and eventually become zero by 2021 when the Istanbul Airport contract expires Similarly, net BOT inventory assets (ie the carried amount for Ankara, Izmir and Tbilisi) diminish over time by the amount of accumulated depreciation (EUR764m in 2010) turns into net cash from 2016e onwards. Cash resources account for c50% of total assets by year 2020 Inventories, property, plant and equipment, trade receivables & payables and related party transactions continue to account for a minor portion of the total balance sheet size Equity accounts for 28% of total assets in 2006, 41% by 2010 and 95% by 2020 The repayment of outstanding bank loans (EUR854m in 2010) is completed in 2019 (we project no need for raising further loans without new projects) and net debt 21 abc TAV Airports Airports 5 April 2007 TAV: cash flow 2003-10e Year to 31 Dec. EURm OPERATING ACTIVITIES Profıt/loss for the year Depreciation and amortisation Concessıon rent expense Operating CF bef. WC Change in WC Cash from operations Income taxes paid Interest paid Retirement benefits paid Cash from oper. activities INVESTING ACTIVITIES Disposal of trading sec. Purchases of trading sec. Disposal of inv. held to maturity Acq. of inv. held to maturity Loans to related parties Acquisition of subsidiary Concession expenses paid Additions to BOT investments Purchases of PP&E Net cash used in inv. activities FINANCING ACTIVITIES Net borrowings raised Change in minority interest Effect of group restructuring Cash from financing activities Surplus/deficit 2003 2004 2005 2006e 2007e 2008e 2009e 2010e 67 73 0 114 1 114 -3 -8 0 103 13 94 0 113 4 117 -2 -8 0 106 41 51 70 163 -10 153 -2 -31 -2 118 -70 13 131 102 21 124 -24 -57 -2 41 23 52 127 202 -9 193 -6 -40 -2 146 66 58 127 251 -7 244 -16 -46 -2 180 102 62 127 290 -11 279 -25 -54 -2 199 136 63 127 326 -8 317 -34 -53 -2 229 350 -350 3 0 -11 0 0 -43 0 -45 467 -467 0 -39 -59 0 0 -19 -1 -114 31 -31 39 0 -61 -96 -495 -127 -5 -807 0 0 0 0 203 0 0 -269 -20 -127 0 0 0 0 0 0 -127 -100 -10 -237 0 0 0 0 0 0 -127 -200 -10 -337 0 0 0 0 0 0 -127 -100 -10 -237 0 0 0 0 0 0 -127 0 -10 -137 -64 0 -69 14 10 -23 776 42 819 -8 -34 258 217 7 4 53 64 88 3 0 91 1 4 0 -15 -119 5 0 -145 -10 -31 130 131 -27 -67 -53 -54 Source: Company data, HSBC estimates Key CF assumptions beyond 2010: Annual concession rent expense (cash outflow) is fixed throughout the Istanbul Airport contract which expires in Jan 2021 Working capital needs remain minimal due to the nature of airport operations and change in working capital does not have a major impact on forecast cash flow Assume no loan deals with related parties Capacity upgrade investments of EUR100m in 2024-25 (EUR50m in each year) and another EUR100m in 2037-38 (EUR50m in each year) at Enfidha airport in Tunisia. This will upgrade the initial capacity of 7m passengers at the airport to 14m by end 2025 and further to 22m by end 2038 22 Assume no group restructuring effect after major equity deals in 2006, providing total cash inflow of EUR315m (EUR258m in 2006 cash flow after portion used for investments and loan repayments) Repayment of existing bank loans will depress cash generation in 2007-2013 but, starting from 2014, cash generation is strong: cEUR50m in 2014, reaching EUR350m in 2019 and EUR444m in 2020 but falling back to cEUR190m with the removal of Istanbul Airport operations thereafter abc TAV Airports Airports 5 April 2007 TAV financial model: Key outputs (EURm) Year to 31 December 2003 2004 2005 2006e 2007e 2008e 2009e 2010e Total Passengers (million) Growth Revenues Growth EBITDA Growth Margin EBIT Growth Margin Net finance costs Cover Pretax Profits Growth Margin Tax rate Net Profit Growth Margin 16.6 33% 20.8 26% 222 10% 127 8% 57% 32 -29% 14% -19 2 14 -64% 6% 5% 12 -82% 6% 25.3 22% 305 37% 79 -38% 26% 28 -13% 9% 1 -25 31 127% 10% -32% 27 123% 9% 27.8 10% 391 28% 40 -49% 10% 27 -3% 7% -45 1 -18 -159% -5% 20% -34 -223% -9% 31.6 14% 484 24% 121 201% 25% 68 153% 14% -40 2 29 -258% 6% 20% 21 -161% 4% 39.9 27% 577 19% 187 55% 32% 129 88% 22% -46 3 82 188% 14% 20% 59 188% 10% 43.7 9% 668 16% 243 30% 36% 181 40% 27% -54 3 127 54% 19% 20% 91 54% 14% 47.5 9% 736 10% 286 18% 39% 223 23% 30% -53 4 170 34% 23% 20% 122 34% 17% 42% 46% 4.0 42% 9% 42 29% 0.4 16.0 18% 9% 0.8 17% 9% 46 38% 0.4 6.9 4% 19% 1.6 7% 9% 755 437% 9.5 -71.9 -1% -12% -1.1 2% 9% 535 142% 13.3 0.9 5% 5% 0.4 5% 9% 621 137% 5.1 3.0 8% 12% 1.1 9% 9% 775 150% 4.1 4.0 10% 17% 1.4 11% 9% 830 140% 3.4 4.5 12% 19% 1.7 12% 9% 764 111% 2.7 5.4 ROCE ROE ROE/COE ROIC WACC Net Debt Gearing Net Debt to EBITDA EBITDA/Interest 201 117 58% 45 22% -7 6 38 19% -77% 67 Source: Company data, HSBC estimates TAV: Forecasts on EBITDAR breakdown by airport EURm 2003 2004 2005 2006e 2007e 2008e 2009e 2010e Istanbul consolidated revenues Ankara Izmir Tbilisi Tunisia TOTAL consolidated revenues Istanbul opex (incl. depr., rent) Ankara Izmir Tbilisi Tunisia TOTAL opex Istanbul EBITDAR Ankara Izmir Tbilisi Tunisia TOTAL EBITDAR Istanbul EBITDAR Ankara Izmir Tbilisi Tunisia TOTAL EBITDAR 235 0 0 0 0 235 -156 0 0 0 0 -156 152 0 0 0 0 152 100% 0% 0% 0% 0% 100% 221 0 0 0 0 221 -190 0 0 0 0 -190 127 0 0 0 0 127 100% 0% 0% 0% 0% 100% 306 0 0 0 0 306 -276 0 0 -1 0 -277 150 0 0 0 0 150 100% 0% 0% 0% 0% 100% 369 8 8 5 0 391 -326 -14 -16 -8 0 -364 179 -4 -3 0 0 171 105% -3% -2% 0% 0% 100% 399 41 34 11 0 485 -318 -46 -37 -11 -3 -416 213 18 14 4 0 249 86% 7% 6% 1% 0% 100% 441 48 39 12 38 578 -327 -46 -36 -11 -28 -448 247 25 20 6 17 316 78% 8% 6% 2% 5% 100% 504 59 46 15 48 670 -349 -50 -40 -13 -35 -487 288 32 23 7 23 372 77% 9% 6% 2% 6% 100% 551 64 49 16 59 738 -366 -52 -41 -14 -39 -513 318 35 25 8 30 416 77% 8% 6% 2% 7% 100% Source: Company data, HSBC estimates 23 abc TAV Airports Airports 5 April 2007 Company profile Turkey’s largest airport terminal operator, with 45% market share and 27.8m passengers in 2006 according to DHMI Operates terminals at three airports in Turkey (Istanbul, Izmir and Ankara) and both airside and terminals at Tbilisi Airport in Georgia; two more airports to come from Tunisia in 2008 and 2009 c75% of revenues are derived from non-aviation activities Overview TAV Airports has the concessions to operate terminals at Istanbul Atatürk Airport, Ankara Esenboğa Airport and Izmir Adnan Menderes Airport in Turkey and Tbilisi International Airport in Georgia. Most recently, TAV won a tender in Tunisia to operate the existing Monastir airport from 1 January 2008 and the rights to build and operate a brand new airport, Enfidha, which is expected to become operational by mid-2009. TAV also has duty-free (ATU), food and beverage (BTA), ground handling (Havaş) and airport services operations (TAV O&M, TAV IT and TAV Security), mainly at its existing airports. Istanbul Airport is the largest in Turkey, handling 21.3m passengers (23.4m including transit) in 2006 according to the General Directorate of State Airports Authority DHMI. Ankara and Izmir are the third and fourth largest airports in Turkey, with DHMI recording 4.5m and 4.4 million passengers, respectively over the same period. Antalya is the second largest with 14.6m passengers (Fraport, the listed European airport company, operates one of the two international terminals). Tbilisi is Georgia’s largest airport, handling 0.55 million passengers in 2006, according to TAV Urban Georgia. 24 Not a typical European airport operator TAV differs from most of the listed European airport companies in that it has time-limited concession contracts to operate the terminals only – excluding airside activities – at Istanbul, Ankara and Izmir. The other listed European airports generally have full ownership of the assets and also operate airside activities. At Tbilisi, TAV operates both airside and landside and operations in Tunisia will also include airside activities. History TAV Airports was formed as Tepe Akfen Vie Yatirim Yapim ve Isletme A.S. in 1997, when Tepe and Akfen joined Vienna International Airport in a successful tender for the BOT project for Istanbul in 1999. Having passed through several iterations, a new holding company structure was created in 2006, the company was renamed TAV Havalimanlari Holding A.S. and new strategic shareholders were introduced. Tepe Group (Tepe) is a Turkish infrastructure and construction conglomerate that had revenues of EUR 413m in 2005. It is fully owned by Bilkent Holding and its profits continue to fund Bilkent University. abc TAV Airports Airports 5 April 2007 Akfen Holding (Akfen) was founded in 1976 and consists of 10 companies and 30 subsidiaries operating in the construction, tourism, foreign trade, insurance and natural gas sectors. Akfen had revenues of EUR192m in 2005 and Hamdi Akin, the 99.7% owner and CEO, is also Chairman of TAV. On 18 August 2004, TAV executed a EUR250m BOT agreement with DHMI to construct Ankara Airport within 36 months and then operate the facilities for a period of 15 years and 8 months. On 20 April 2005 TAV executed the Izmir BOT agreement with DHMI, under which TAV was required to complete the construction within 24 months and then have the right to operate the facilities for six years, seven months and 29 days. TAV paid EUR174m (construction) costs for the Izmir BOT contract. In June 2005, following the end of the Istanbul BOT contract, TAV secured the operating lease for 15.5 years for a total consideration of USD2,543m plus VAT. On 6 September 2005, TAV Urban Georgia LLC executed a USD90.5m BOT agreement with JSC Tbilisi International Airport for an initial period of 10 years and 6 months from the construction of the new terminal. Subsequently, the operating period was extended by 9.5 years. Construction was completed on Izmir in September 2006, Ankara in October 2006 and Tbilisi became fully operational in January 2007. On 16 March 2007, TAV announced that it had won a tender to operate two airports in Tunisia for 40 years. One of the airports, Monastir, is an existing one which TAV will take over from 1 January 2008. The other airport, Enfidha, will be built and operated by TAV as a brand new airport starting from mid-2009. TAV’s winning bid includes a package with a commitment to invest EUR400m, predominantly for Enfidha. 1. TAV airport operation contracts summary Airport Istanbul Ankara Izmir Tbilisi Tunisia Contract type Op. lease BOT BOT BOT Duration 15.5 yrs 18 yrs 8 m 9 yrs 8 m 20 yrs 0 m Start 40 yrs July-05 Aug-04 April-05 Sept-05 Jan-08 End Jan-21 Conces. price $2,543m Cost of constr. Int. terminal YES Dom. terminal YES Jun-23 €€ 250m YES YES Jan-15 €€ 174m YES NO Jan-27 Jan-48 $90.5m €€ 400m YES YES YES YES Source: Company data Financial and group restructuring Due to the upfront nature of BOT contract payments, TAV built a sizeable debt position, with FY 2005 net debt to equity gearing ratio of 427%. This debt is financed through facilities from various third-party lenders. Since the ninemonth accounts and prior to the initial public offering, TAV completed a group and financial restructuring. Izmir was separated out from Havaş and in addition to arranging a USD70m bank loan, the primary shareholders Tepe and Akfen sold 15% of the equity to Goldman Sachs International and 6% to Babcock Brown Turkish Airports LLC in December 2006. The refinancing resulted in a cash injection into the group of cUSD336m, prior to the IPO in February 2007. 2. TAV post 9M B/S restructuring payments Entity paid to: TAV Istanbul TAV Izmir TAV Holding TAV Holding (inter-company loan) TAV Ankara Total payment Amount cUSD95m cUSD39m cUSD83m cUSD36m cUSD85m cUSD336m Source: Company data Initial Public Offering The initial public offering of TAV was completed on 16 February 2007 with 38.75m shares (16% of post-IPO capital) sold to foreign institutional and local Turkish investors. Of the total offering, 75% (29m shares) was sold by main shareholders Tepe 25 abc TAV Airports Airports 5 April 2007 (14.5m) and Akfen (14.5m), while the remaining 25% (9.69m shares) was sold as primary shares through a capital increase. 69% of the offering was allocated to foreign institutional investors and the remaining 31% for local Turkish investors. In addition to primary and secondary shares totalling 38.75m, 5.8m shares (15% of the offering or 2.4% of post-IPO capital) were also offered (by Tepe and Afen with equal split) as over-allotment (green-shoe option). The shares were offered at TRY10.0 per share, close to the high end of the IPO price range of TRY8.55-10.30 per share and trading started on 23 February 2007 on the Istanbul Stock Exchange where the only listing is. Including the over-allotment, the total offering size was 44m shares, indicating 18.4% free float. Ownership The pre-IPO and post-IPO (including overallotment) ownership structure is provided in the table below. 3. TAV ownership structure Holder Pre-IPO Post-IPO Tepe İnşaat San. A. Ş. Akfen Holding A.Ş. Goldman Sachs International* Babcock Brown Turkish Airports LLC IDB Infrastructure Fund L.P. Sera Yapi Endűstrisi ve Tic. Ltd. Şti** Global Investment House KSCC Global Opportunistic Fund II Company BSCC Akfen İnşaat Tur. ve Tic. A.Ş. Mehmet Cem Kozlu*** Free Float 27.06% 23.01% 30.00% 6.00% 4.87% 3.28% 3.00% 2.00% 0.78% <1%*** 0.00% 18.86% 15.70% 28.80% 5.16% 4.92% 3.15% 3.00% 2.00% 0.01% <1%*** 18.40% * 14.4% of Goldman Sachs’ total 28.8% shareholding represents shares actually owned by Tepe, Akfen and Sera but pledged for Goldman Sachs **CEO Sani Şener is the principal beneficiary of Sera *** 2 shares Source: Company data Part of the wider TAV Group TAV’s group structure is outlined in figure 8. TAV Airports is the entity which is now listed. TAV Construction, a sister company within the TAV Group, is fully owned by Tepe and Akfen and predominantly focuses on airport projects (although it has undertaken some other construction work including the Majestic and Sulafa Towers in Dubai). Recent airport projects 26 include the construction of Istanbul, Ankara, Izmir and Tbilisi airports under BOT contracts. Independently from TAV Aiports, it has also been involved in Batumi, Cairo, Doha and Dubai. TAV Construction has a strong track record of completing ahead of schedule, with Istanbul, Ankara and Izmir completed 8, 12 and 8 months ahead of schedule, respectively. This is important as the operating parts of BOT contracts are extended by the early completion time. TAV Group has introduced a new corporate governance regime whereby all construction contracts awarded by TAV Airports are done on an ‘arm’s-length’ basis. Accordingly, the constructor of the Enfidha airport in Tunisia will be determined as a result of a competitive bidding process to be held by TAV Airports. Management 4. TAV management Position President & CEO CFO GM of ATU (duty-free) GM of BTA (food and beverage) GM of Havaş (ground handling) Name Age Service Dr. Sani Şener Murat Uluğ Hakan Döker Sadettin Cesur Müjdat Yücel 51 36 39 34 55 9 0 9 6 2 Source: Company data Sani Şener, President and CEO, has an M. Phil. in mechanical engineering from the University of Sussex. He has worked for various national and international construction firms and has been a member of the board and managing director since 1997. His family’s investment vehicle is a shareholder with 3.15%. Murat Uluğ, CFO, has an MBA and was educated at Istanbul Bilgi University in collaboration with Manchester Business School. He has 11 years of banking experience with ABN AMRO, HSBC and Garanti and was finance co-ordinator of Akfen Holding prior to joining TAV in 2006. Board of Directors There are no plans currently to introduce share option schemes (these are not a common practice abc TAV Airports Airports 5 April 2007 in Turkey as they might bring about treasury share issues which are prohibited under Turkish regulation) but TAV intends to introduce management performance incentives. Cem Kozlu, Independent member, is a board member of Hurriyet, Evyap Holding, Coca-Cola Icecek, International Airlines Training Fund and a Member of the Board of Trustees of Sabanci University. He is also a consultant to Coca-Cola in North Asia, Eurasia and the Middle East Group. TAV also intends to appoint an additional independent board member who will head the audit committee. 5. TAV board of directors Position Name Chairman Hamdi Akin Vice Chairman Ali Haydar Kurtdarcan Member Ibrahim Suha Gucsav Member Ihan II Member Mustafa Kalender Member & Dr. Sani Şener CEO Member Seref Eren Member Ahmet Ersagun Yucel* Member Mehmet Erdogan Member Mumtaz Khan Positions within TAV Airports and other companies include: Chairman Akfen Holding Chairman Tepe Construction Ind. Inc Board Member, TAV Holding & Akfen Holding Chairman of Tepe Holding Board Member, TAV Holding and Tepe Holding Group CEO and President TAV Airports Consultant General Secretary External Relations Co-ordinator Chairman/CEO EM P’ship (Bahrain), GP & Manager IDB Infrastructure Fund Member Shailesh Dash Global Investment House (Kuwait) Member James Bernard Babcock & Brown Farley Member Suleyman Son General Manager Tepe Construction Member Irfan Erciyas Board Member Akfen Indpt. member Cem Kozlu Consultant to Coca Cola and Board Member to several other Turkish co.’s Indpt. member TBA N/A airport terminals) and 75% came from nonaviation (TAV titled ‘services’) activities. Airport segment The airport segment comprises TAV’s operation of Istanbul international and domestic terminals, Ankara international and domestic terminals, Izmir international terminal and Tbilisi international and domestic terminals. The primary source of income in this segment is passenger fees and revenues are driven by the level of fees (fixed) and passenger traffic volume growth. Non-Aviation (services) segment ATU, the duty-free provider, which is a 50% joint venture with Heinemann, the German travel retailer; BTA, the food and beverage provider, of which TAV owns 67% (33% is owned by Bilintur); Havaş, the ground handling provider, of which TAV owns 60% with Ciner Group, a privately held Turkish conglomerate owning the other 40%; and Other services, TAV O&M, whose activities include operations and maintenance, TAV security (67% owned) and TAV IT, which provides IT maintenance services to airport operating companies (96% owned). 6. TAV revenue split, FY 2005 Aviatio n 2 5% * Note: will resign following the appointment of a second independent board member Source: Company data G. Hand ling 7% Activities Other 3% Co mmercial Non-aviation revenues dominate, 75% in 2005 In 2005, 25% of TAV’s revenues came from airport activities (ie passenger fees from operating 65% Prop erty 0% Source: Company data 27 abc TAV Airports Airports 5 April 2007 9M 2006 results 9M losses driven by BOT/concession costs TAV reported strong revenue growth in the nine months to September 2006, up 36.1% year on year to EUR293.6m. EBITDAR was up 18.5% year on year (which is lower than the increase in revenue) as TAV reported a EUR7.4m increase in VAT not recoverable, a EUR7.0m increase in management consultancy fees and a 77% increase in employee costs to EUR48.0m. EBITDA was down 60.5% year on year partly due to the 2006 nine-month results including three quarters of a full-year Istanbul concession rent payment, whereas the 2005 nine-month results included only one quarter. Although decreases in depreciation and amortisation drove just a 9.6% decrease in yearon-year EBIT, increased finance costs from the additional debt as a result of BOT payments drove EUR19.5m losses before tax, down from EUR31.8m profit before tax in the same period a year earlier. Net loss was EUR37m, versus net profit of about EUR35m in nine months 2005. 7. TAV 9M headline results, 2006 vs 2005 9M 2005 Total income EBITDAR EBITDAR margin EBITDA EBITDA margin EBIT EBIT margin PBT PBT margin Net profit Net profit margin Source: Company data 28 215.6 110.6 51.3% 76.3 35.4% 26.4 12.2% 31.8 14.7% 35.3 16.4% 9M 2006 y-o-y change 293.6 131 44.6% 30.2 10.3% 23.9 8.1% -19.5 -6.6% -37 -12.6% 36.1% 18.5% -60.5% -9.6% NM NM abc TAV Airports Airports 5 April 2007 8. TAV group structure Division 100% Entity Activity TAV Istanbul Istanbul Atatürk Airport TAV Istanbul Terminal Isletmeciligi A.S. 75% Airports 95% 60% TAV Airports 100% TAV Esenboga Tav Esenboga Yatirim Yapim ve Isletme A.S. Ankara Esenboga Airport TAV Izmir Izmir Adnan Menderes Havalimani Uluslararasi Terminal Ins. Isletmeciligi ve Yatirim A.S. TAV Georgia TAV Urban Georgia LLC TAV Tunisia Izmir Adnan Menderes Airport Tbilisi International Airport Monastir & Enfidha Airports TAV Havalimanlari Holding A.S. 50% 67% Akfen Holding A.S. Services 60% 100% Tepe Insaat A.S. 96% 67% ATU Duty free ATÜ Turizm Isletmeciligi A.S. BTA BTA Havalimanlari Yiyecek ve Içecek Hizmetleri A.S. Havas Havaalanlari Yer Hizmetleri A.S. TAV O&M TAV Isletme Hizmetleri A.S. TAV IT TAV Bilisim Hizmetleri A.S. TAV Security TAV Özel Güvenlik Hizmetleri A.S. Food and beverage Ground handling Operations and maintenance IT maintenance Security services Listing entity Unlisted entities TAV Holding 100% TAV Aviation TAV Havacilik A.S. Private jet TAV Yatirim Holding A.S. 100% Dubai Branch TAV Construction Tav Tepe Akfen Yatirim Insaat ve Isletme A.S. Cairo Branch 100% Source: Company data 29 abc TAV Airports Airports 5 April 2007 Traffic Catchment area encompasses world’s eighth most populous city Majority of traffic is international (57.0% in 2005) Forecast Turkish passenger traffic growth outstrips Euro average TAV traffic growth Catchment area Growth has accelerated since 2002 Since 1995, total passenger numbers at Istanbul have increased at a compound annual growth rate of 5.8%, according to DHMI data. However, this is affected by the 1997 Asian crisis, the 1998 Russian crisis, the August 1999 Turkish earthquake, the November 2000 Turkish political crisis (collapse of the three-party government coalition) and the February 2001 devaluation of the Turkish Lira. Since 2002, the compound annual growth rate in passenger traffic has been a much healthier 16.5%. 1. TAV interests, passenger traffic growth 1995-2005 25.0 20.0 CAGR 2000-2005 Istanbul 5.8% Ankara -0.9% Izmir 5.5% Tbilisi 14.7% 2. TAV catchment area Istanbul Atatürk Airport Ankara Esenboga Airport Ó Ó Ó U Izmir Adnan Menderes Airport Source: Company data Turkey is the second-largest country in Europe with a population of about 70.7 million as of end of 2006. Istanbul is the largest city in Europe and eighth largest in the world with a population of about c12 million. TAV estimates that its total catchment area encompasses around 36 million people. More than half of traffic is international 3. TAV airport portfolio traffic characteristics, 2006 15.0 Istanbul Ankara Izmir Tbilisi Group* International Domestic Transit Total 52.0% 38.8% 9.2% 100.0% 27.0% 71.5% 1.5% 100.0% 31.9% 66.1% 2.0% 100.0% 100.0% 51.0% 0.0% 41.6% 0.0% 7.4% 100.0% 100.0% % departing 45.7% 49.3% 49.5% 10.0 5.0 0.0 1995 1997 Istanbul 1999 Ankara 2001 Izmir* 2003 Tbilisi 2005 Note * Izmir excludes domestic traffic. Source DHMI Annual Statistics Yearbook (1995-2005 figures), DHMI Istanbul (2006), DHMI Website (2006), DHMI Izmir (2006), TAV Urban Georgia 30 Ó Tbilisi International Airport 47.7% 46.4% Note * Excludes Izmir domestic terminal as TAV only operates the international terminal. Source: DHMI International traffic accounts for slightly more than 50% of TAV group traffic, with 51.0% in 2006 (down from 57% in 2005), although this figure is slightly distorted by TAV only operating abc TAV Airports Airports 5 April 2007 the international terminal at Izmir. 52% international passenger traffic at Istanbul is aided by its geographic location and the fact that 55 countries are within a three-hour flight. THY Star Alliance membership drives growth Turkish Airlines (THY) signed its first code share agreement with Lufthansa under the preliminary agreement signed with Star Alliance on 15 December 2006. Under the terms of the agreement, THY’s destinations are increased to 231 (currently 100). THY contributed 42% of FY 2005 Istanbul international traffic. Low-cost carrier traffic is negligible Low-cost carrier traffic is negligible at Istanbul, with Easyjet choosing to use Sabiha Gökçen International Airport, located on the Asian side of the Bosphorus, due to its lower charges. However, according to TAV, Sabiha Gökçen is nearing its capacity and therefore TAV could see more low-cost traffic in future in our view. Traffic growth linked to Turkish GDP 4. Istanbul traffic growth vs Turkish GDP growth, 1996-2005 30% 25% 20% 15% 10% HSBC economists forecast 5.3%, 4.1% and 6.2% GDP growth in Turkey for FY 2006, FY 2007 and FY 2008, respectively. They recently cut their FY 2006 and FY 2007 forecasts from 5.7% and 4.6%, respectively, due to the likelihood that the Central Bank will maintain a tight and cautious stance to meet its 4% inflation target for next year. Exposure partially muted by DHMI guarantee Under the terms of the BOT concessions, DHMI guarantees departing passenger traffic growth at both Izmir and Ankara airports. Although nonaviation revenues are still dependent on traffic growth, TAV’s exposure to traffic growth on the passenger fee side is negated. Outlook for traffic growth IATA forecasts an average passenger growth rate of 8.9% between 2005 and 2009 in Turkey. We expect passenger growth to outpace GDP growth, driven mainly by THY’s fleet expansion and Star Alliance membership. 5. Top six airlines by passenger numbers at Istanbul, 30/09/06 Turkish Airlines Atlas Air Onur Air Lufthansa KTHY British Airways Other Passengers % of total 3,484,437 1,140,443 1,053,811 216,061 122,137 111,976 1,973,674 43% 14% 13% 3% 2% 1% 24% Source: Company data 5% 0% -5% 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 -10% -15% Pax growth GDP growth Our traffic growth forecasts and assumptions on airport capacity are shown in the section of this report on the earnings model. Source: DHMI Annual Statistics Yearbook (1995-2005 figures), Thomson Financial Datastream, HSBC Figure 4 shows a relationship between traffic growth at Istanbul Airport and Turkish GDP growth. Since 1996, traffic at Istanbul has on average grown at 6.5% per annum, or 1.4 times GDP growth. 31 abc TAV Airports Airports 5 April 2007 TAV traffic growth in context TAV’s passenger portfolio is relatively small in relation to those of ADP, AMS, BAA and Fraport. However, its exposure to the fast-growing Turkish market sees HSBC forecast growth rate outstrip the other major airports in our comparison with actual 9.7% for FY 2006 against an average 5.1% (figure 7). 6. Major airports traffic, 2000-05 (m) ADP ADR 2000 2001 2002 2003 2004 2005 73.6 71.0 71.5 70.7 75.3 78.7 AMS BAA 27.1 39.6 124.6 26.3 39.5 121.9 26.3 40.7 127.7 28.1 40.0 133.4 30.7 42.54 141.7 32.9 44.2 146.0 FRA TAV* VIE ZUR 49.4 48.6 48.5 48.4 51.1 52.2 11.9 11.9 12.0 12.8 14.8 15.9 22.7 21.0 17.9 17.0 17.3 17.9 16.0 14.6 13.4 13.8 17.4 21.1 Note * TAV is Istanbul only. Source: Company data, DHMI 7. Selected airports' traffic growth summary ADP 1995-2005 2000-2005 2006e AMS BAA FRA 3.60% 5.30% 4.50% 4.00% 1.20% 2.20% 3.20% 1.10% 4.47% 4.00% 3.50% 1.10% TAV* VIE ZUR 5.8% 6.30% 1.50% 5.8% 5.90% -4.60% 9.7% 6.28% 7.60% Source: Company data , except * HSBC estimates, DHMI TAV less reliant on its largest customer ADP, Fraport, Vienna and Zurich are all, to some extent, reliant on their largest customers: in 2005, Air-France KLM was 56.5% of ADP’s traffic, Deutsche Lufthansa was 60% of Fraport’s traffic, Austrian Airlines was 56.6% of Vienna’s traffic and Swiss International was c51% of Zurich’s traffic. TAV is more diversified in that its largest customer, Turkish Airlines, accounted for only 42% of FY 2005 traffic at Istanbul. BAA is the most diversified, in that its biggest customer, British Airways, accounted for only 27% of passenger numbers in 2004-05. O&D vs transfer In general, origin and destination traffic (O&D) is the part of the market over which an airport has a monopoly, while transfer traffic is the competitive part of the market. The size of an airport’s O&D market is a function of the size and economic characteristics of the catchment area, ground transport links and whether there are other airports in the area. If an airport successfully attracts transfer traffic, this can add to its overall size and growth, bringing additional passenger spending in the retail and other commercial facilities. However, transfer traffic often involves a discount on airport charges and is heavily influenced by the strategies of the base airline. This generally means that transfer traffic is more volatile than O&D traffic. Nevertheless, a large airport with a critical mass of transfer traffic operated by a large and financially secure airline is unlikely to see its main carrier move its hub elsewhere (eg Fraport). Transfer traffic represented 7.4% of TAV Group traffic in FY 2005 according to DHMI data. This gives it the highest percentage of O&D traffic of the major European airports. 8. Major airports hub characteristics Runways Approximate destinations Transfer traffic % of pax Min connecting time (mins) Approximate share of hub carrier % Weekly sub-two hour connections Source: Company data, DHMI 32 ADP - CDG AMS BAA - LHR FRA TAV - IST VIE ZUR 4 220 32% 45-90 57% 20,961 5 203 42.3% 40-50 52% 6,813 2 178 34.6% 45-90 41% 7,173 3 233 53.7% 45 60% 12,956 3 141 7.4% c75 c45% n/a 2 176 34.0% 25-30 58% n/a 3 148 30.0% 40 50% 2,847 abc TAV Airports Airports 5 April 2007 Airport charge regulation Transparent regulatory regime with fixed passenger fees Departing passenger growth guaranteed at Ankara and Izmir Upside potential from unregulated, non-aviation activities TAV’s charge regulation Passenger fees and costs fixed The General Directorate of State Airports Authority (DHMI) is tasked with the management of airports in Turkey and the provision of air traffic service and its control in Turkish airspace. The DHMI takes its authority under concession from the Ministry of Transportation. DHMI is a public sector company that was set up in June 1984 and currently operates 20 airports and aerodromes. TAV operates the international and domestic terminals at Istanbul, the international and domestic terminals at Ankara and the international terminal at Izmir through long-term concession agreements with DHMI. It also operates the sole terminal at Tbilisi in Georgia. These concession agreements take the form of operating leases (at Istanbul) and Build-Operate-Transfer (BOT) contracts (at Ankara, Izmir and Tbilisi). TAV’s concession contracts are summarised in figure 1. The regulatory regime under which TAV operates is highly transparent, with passenger fees fixed for the terms of the concession at all four airports, departing passenger growth guaranteed by the DHMI at Ankara and Izmir and costs fixed for the terms of the concessions. 1. TAV airport operation contracts summary Airport Istanbul Ankara Izmir Tbilisi Tunisia Contract type Op. lease BOT BOT BOT Duration 15.5 yrs 18 yrs 8 m 9 yrs 8 m 20 yrs** Start July-05 Aug-04 April-05 Sept-05 End Jan-21 Jun-23 Jan-15 Jan-27 Conc.price $2,543m €€ 250m €€ 174m $90.5m Cost of const Int. terminal YES YES YES YES Dom. terminal YES YES NO YES Int. traffic fee* USD15 EUR15 EUR15 USD22*** Domestic fee* EUR3 EUR 3 N/A USD6 Vol. guarantee NO +5% pa +3% pa NO 40 yrs Jan-08 Jan-48 €€ 400m YES YES EUR9 EUR9 NO Note: * All fees are per departing passenger ** Tbilisi has nine and a half year extension for Batumi Airport construction *** USD22 per pax in 2007 growing at fixed 2% per annum thereafter Source: Company data Fixed passenger fees provide visibility TAV generates revenues for its airport operations primarily through the collection of passenger fees. It generally does not collect most of the other fees typically associated with airport operators such as landing (except at Tbilisi) and lighting fees as it only operates the terminals. Passenger fees at each of the four existing airports are fixed (and will be also in Tunisia when operations start initially at Monastir on 1 January 2008 and continue with Enfidha from H2 2009) for the duration of the concession agreements, with the exception of the departing international passenger fee at Tbilisi airport, which grows at 2% per annum from a USD22 2007 base. The passenger fees at Istanbul are subject to annual review by the DHMI but are fixed to TAV. 33 abc TAV Airports Airports 5 April 2007 Therefore, if DHMI lowers the fees it pays the difference to TAV and if it raises fees, it collects the difference. Passenger growth guaranteed under BOTs Further, departing passenger growth at Ankara and Izmir is guaranteed. DHMI guarantees 5% departing passenger growth at Ankara airport from a base of 750,000 departing international and 600,000 departing domestic passengers in 2007 and 3% per annum at Izmir from a base of one million departing international passengers in 2006. With 2005 departing passenger traffic of 607,787, 1,311,160 and 852,085 respectively and IATA forecasting annual average Turkish traffic growth of 8.9%, these guarantees are on the low side. While this caps the downside, it also caps the upside as DHMI takes all the excess passenger fees if growth outstrips the guaranteed rates. However, TAV will still have the non-aviation revenue upside from the increased volumes. Fixed concession costs (c36% already paid) TAV has high visibility on its concession costs and 36% of the total has already been paid. Under the terms of the operating lease for Istanbul, signed in July 2005, TAV paid a concession price of USD2,543m plus VAT (at 18%). cUSD690m (23%) was paid upfront with annual payments fixed at USD140m plus VAT (USD165m incl. VAT) for the concession term. These annual payments started on 3 January 2007. Under the terms of the BOT agreements, TAV pays a concession price upfront, which includes the construction costs. TAV constructed the airports for EUR250m for Ankara, EUR174m for Izmir and USD90.5m for Tbilisi (this includes USD28.5m for Batumi airport as the construction contract was part of the Tbilisi BOT contract). Unregulated, non-passenger aviation fees TAV does collect some unregulated, nonpassenger aviation fees. These include 400Hz 34 (fees for power sales), PCA (fees for preconditioned air sales), boarding bridge and counters fees. Under the current lease terms, TAV is generally able to increase non-passenger aviation fees without a price cap. However, at Ankara and Izmir these tariffs cannot differ by plus or minus 25% from the tariffs set by DHMI. BOT vs Lease contracts Build-Operate-Transfer (BOT) BOT contracts are usually associated with start-up projects, run for 10 to 30 years and require design, construction and operating expertise. The private sector operator is responsible for project management and maintenance and has ownership of the assets for the duration of the agreement. The public sector is responsible for the tariff structure, the concession agreement and the regulatory framework. Debt financing is more common with BOT contracts as concession payments are made upfront and the assets are amortised. BOT contract tenders are based on construction period, with the winning bid often going to the tender with the shortest construction period. Lease contract Lease contracts differ from BOT contracts in that they are generally used for existing assets, have a shorter duration (7-15 years) and require operational and maintenance expertise. With lease contracts, the private sector operator is additionally responsible for commercial services and the assets remain under public ownership. The public sector maintains responsibility for the tariff structure and the regulatory framework but not for the concession agreement. Lease contracts are usually equity financed for operations and maintenance, there is no amortisation of the assets and a periodic lease payment is made from the private sector operator to the public sector body. abc TAV Airports Airports 5 April 2007 2. Airport charge regulation Current period ADP ADR AMS BAA 2006-10 New law 2005 Annual 2003-08 FRA TAV VIE ZUR 2002-06 Istanbul 2005-21 Annual Informal Ankara 2004-23 Izmir 2005-15 Annual fee increase i+3.25% if traffic Flat since 2000, in 2.0% from 1 Apr in range 3.5-4.0% discussion 2006 Traffic-growth adjustment 70% of rev difference if traffic outside range Dual/single till Underlying principle Single till Mixed Dual till ROC should take Fair remuneration RONA of aviation account of WACC of RAB assets capped Regulatory target WACC Not published None None Not published Cap of 4.1% after tax on RONA Tbilisi 2005-27 i+6.5% (LHR) i+0 2% if traffic Fixed fees except Max= i-0.35*traffic No formula (LGW,STN) growth = 4% Tbilisi int. pax fee growth (formula to which grows 2% 2009) per annum None 33% of rev Passenger growth None None difference if traffic guarantees at growth not 4% Ankara (5%) and Izmir (3%) Single till Dual till Dual till Dual till Aim for Airport charges Make concession Not linked to ROC ROCE should ROC=WACC should cover opex payments or COC take account of and capex WACC 7.75% pre-tax 10% pre-tax Not applicable Not applicable 7% Source: Company data, HSBC TAV regulation in context As TAV operates the terminals rather than the entire airport operations, comparisons of the regulatory regime are made rather difficult. We have outlined the main components for each airport in figure 2. 35 abc TAV Airports Airports 5 April 2007 Revenue base Airport activities represent c25% of TAV 2005 revenues Revenue split will change with Ankara, Izmir and Tbilisi Commercial revenues represent c64% of 2005 revenues TAV segment reporting Airports segment 1: TAV consolidated revenue split, 2004 and 2005 Aviation revenues were EUR75.9m in FY 2005, which was a 22.3% increase over FY 2004. However, 2005 was not a ‘normalised’ year for the airport segment as Istanbul Airport moved from a BOT contract to a 15.5 year operating lease in July 2005. Furthermore, 2006 will be slightly distorted by the partial inclusion of Ankara and Izmir. TAV reported aviation income of EUR70.7m in the first nine months of 2006. Year to 31 December (EURm) FY 2004 FY 2005 2005 % of total Sales of duty-free goods Aviation income Ground handling income Concession fee - duty-free Catering services income Income from car parking operations Bus services income Area allocation income Lounge services income Income from hotel reservations Baggage transfer system income Ticket sales income Prime valet services income Prime class income Other operating income Total operating income Sales and returns discounts 81.7 62.0 0.0 32.6 17.8 7.5 0.0 8.9 1.0 1.0 0.7 0.0 0.0 0.0 0.0 213.3 -0.5 92.5 75.9 22.8 39.1 23.3 12.6 6.9 7.9 3.3 2.8 0.3 0.7 0.5 0.4 0.0 289.0 -0.7 30.3% 24.9% 7.5% 12.8% 7.7% 4.1% 2.3% 2.6% 1.1% 0.9% 0.1% 0.2% 0.2% 0.1% 0.0% 94.8% -0.2% Net operating income Advertising income Utility and general part. Furniture & fixture renewal income Concession return income Rent income (sublease) Project income Provision released Other operating income Total 212.8 3.7 3.1 0.0 0.3 1.0 1.4 0.0 9.5 222.3 288.3 6.0 3.4 4.5 0.0 1.3 1.3 0.0 16.5 304.8 94.6% 2.0% 1.1% 1.5% 0.0% 0.4% 0.4% 0.0% 5.4% 100.0% Source: Company data Figure 1 details TAV’s consolidated revenue split (ie after group eliminations). We estimate that non-aviation revenues contributed c75% in 2005, with airport activities contributing the remaining 25%. However, we note that this split is subject to change as 2007 will see the first full year of contributions from Ankara, Izmir and Tbilisi. 36 Istanbul Traffic growth drives revenues With passenger fees fixed at USD15 per departing international passenger and EUR3 per departing domestic passenger, TAV is dependent on traffic volume growth to drive revenue growth. Compound annual traffic growth of 23.6% at Istanbul Airport from 2003-05 resulted in TAV Istanbul revenue growth of 16.4% (also 2003-05). Ankara and Izmir Passenger fees fixed for BOT contract term Both passenger fees and departing traffic growth are fixed at Ankara and Izmir, and therefore revenues from these airports are guaranteed for the term of the respective BOT contracts. TAV receives EUR15 per departing international passenger at Ankara and Izmir and EUR3 per departing domestic passenger at Ankara (it does abc TAV Airports Airports 5 April 2007 not operate the domestic terminal at Izmir). These fees are fixed for the life of the BOT contracts. DHMI guarantees departing annual passenger traffic growth of 5% at Ankara and 3% at Izmir. These growth rates are guaranteed from starting points of 750,000 departing international and 600,000 departing domestic passengers at Ankara in 2007 and 1,000,000 departing international passengers at Izmir in 2006. If passenger growth exceeds the guaranteed level, the excess fees are collected by DHMI. However, TAV should benefit from traffic growth exceeding the guaranteed rates through the potential non-aviation uplift. 2007 will be the first full year contribution from Ankara and Izmir. Tbilisi Traffic growth drives revenues Revenues from Tbilisi are dependent on passenger traffic growth, with TAV receiving USD22 per departing international passenger in 2007, thereafter growing at 2% per annum, and USD6 per domestic passenger fixed for the contract term. Other airport revenues TAV collects some unregulated, non-passenger aviation fees including boarding bridge charges, 400Hz (power supply to aircraft at gates), check-in counter revenues and PCA (pre-conditioned air). Under the current lease terms, TAV is generally able to increase non-passenger aviation fees without a price cap. However, at Ankara and Izmir these tariffs cannot differ plus or minus 25% from those set by DHMI. These revenues are highly correlated with air traffic movements. Services segment TAV estimates that it received USD8 in nonaviation revenues per passenger at Istanbul for the first nine months of 2006. At Ankara it would expect to receive less per passenger as it is mainly domestic and at Izmir it would expect the amount to be higher as it only operates the international terminal. Total services revenues contributed EUR308.5m (before eliminations) in FY 2005, which was a 52.6% increase over FY 2004, although TAV only purchased its 60% share in Havaş in July 2005. ATU – Duty-free ATU is a 50% joint venture between TAV and Unifree, a Turkish retailer owned by Heinemann, the German distribution, travel retail and logistics company. ATU was incorporated in January 2000 and it operates all of the airside duty-free stores at Istanbul, Ankara, Izmir and Tbilisi through sub-contracts with TAV. ATU also subcontracts some retail space to other operators through annual per square metre rental contracts. ATU pays a fixed percentage of revenues to TAV and it also pursues tenders outside TAV operations. ATU’s right to operate at Istanbul is subcontracted from TAV. Therefore, it is subject to similar performance measures as a duty-free operator from outside the group would be. Spend per passenger is the key measure 2. ATU duty-free spend per international passenger (EUR/pax) FY 2003 FY 2004 FY 2005 9M 2006 FY 2006e Spend per pax 14.3 14.8 14.8 15.8 15.8 Source: Company data, HSBC estimates ATU revenues are driven by passenger traffic and spend per passenger. Progression in spend per passenger over the past three years is shown in figure 2. ATU guarantees EUR13.0 minimum spend per international passenger to TAV Istanbul, although this is not particularly stretching given the track record in passenger spend. TAV’s mid-term target is EUR20 per passenger. 37 abc TAV Airports Airports 5 April 2007 Spend per passenger is a function of the space devoted to retail. ATU has 10,549 square metres of retail space at TAV’s three Turkish airports, of which 5,068 square metres is located in arrival, 3,838 square metres is located in departure and 1,643 square metres is subcontracted. 3. ATU retail space breakdown (sqm) ATU operated arrival ATU operated departure Subcontractor departure Total retail space Istanbul Izmir Ankara Totals 1,039 4,051 871 5,961 292 1,432 629 2,353 860 1,232 143 2,235 2,191 6,715 1,643 10,549 Source: Company data There is 5,961 square metres of retail space at Istanbul, of which 14.6% is subcontracted to other retail operators. In 2007 and 2008, TAV expects to undertake some refurbishment work at Istanbul to increase penetration. At Ankara there is 2,235 square metres of retail space (six shops – five in departure, one in arrival) of which 6.4% is subcontracted to other retail operators. At Izmir there is 2,353 square metres of retail space (11 shops – two in arrival, nine subcontracted) of which 26.7% is subcontracted to other operators. All international passengers are eligible for dutyfree (arrival and departure). TAV estimates that 60% of duty-free spend comes from departure passengers and 40% from arrival passengers. ATU benchmarks itself in terms of spend per passenger to European airports including Paris – CDG, Manchester, Rome and Madrid. Figure 4 shows that in the first nine months of 2006, TAV recorded spend per passenger at the top of this group, suggesting limited room for expansion. life of the Istanbul operating contract. ATU is proportionally consolidated in TAV’s accounts. 4. Duty-free spend per passenger benchmarking, 2005 (USD) (TAV 2005 left hand side, TAV 9M 2006 right hand side) 20 18 16 14 12 10 8 6 4 2 0 TAV Paris - CDG Manchester ATU pays a concession fee to TAV for the shops it operates. This fee was increased from 35% to an average 42.5% in July 2005 (42.5% is a blended average of the 43% it pays for perfumes, cosmetics, tobacco, alcohol and luxury foods and the 30% it pays for other goods) and fixed for the 38 Madrid Source: ATU Business Development Fit for purpose ATU receives detailed management information on duty-free spending patterns, as all customers must register their boarding cards. For example, ATU is aware that 60% of all customers are Turkish citizens, with Germans second and Russians third. This management information allows ATU to tailor its offering (for example its product placement) to maximise spend per passenger. Duty-free shops occupy the prime sites within the departure hall of the international terminal at Istanbul. 5. ATU - pricing benchmark, current 150 100 50 0 Chocolate - Alcohol - Cigarettes - Perfume - Mars Absolut Blue Benson & Christian Hedges Dior Celebration ATU pays c42.5% of revenues to TAV Rome Istanbul prices Most competitiv e EU prices Source: Company data Heinemann, TAV’s JV partner in ATU, has wholesale supply operations, giving ATU purchasing power versus its competitors. TAV monitors its pricing benchmark compared with the abc TAV Airports Airports 5 April 2007 other airports (mainly European). Istanbul pricing versus the most competitive EU prices is detailed in figure 5. To put it into context, TAV believes that its pricing is 5-10% cheaper than Fraport’s. Spend per passenger is the key measure 6. BTA food and beverage spend per passenger (EUR/pax) FY 2003 FY 2004 FY 2005 9M 2006 FY 2006e Spend per pax 1.5 1.9 2.4 2.5 2.5 Source: Company data, HSBC estimates Outlook for ATU When the concession ends, ATU’s contract also ends. However, future operators of the airport could well retain ATU’s services, as although ATU does not own the buildings, it does own all the other assets such as furnishings and IT systems, which could potentially make it too onerous to switch operator. We believe there is space to increase duty-free services at each airport according to demand. The key revenue driver for BTA is again spend per passenger. In FY 2005, BTA reported EUR2.4 per passenger and in the first nine months of 2006 it reported EUR2.5 per passenger. BTA has 18,262 square metres of floor space devoted to food and beverage, of which 20.2% is subcontracted to other operators. 54% of the total food and beverage floor space is located at Istanbul. BTA pays 39.1% of revenues to TAV BTA – Food and Beverage BTA was incorporated in 1999 in partnership with Bilintur, Tepe and Akfen. BTA is 67%-owned by TAV (with Bilintur holding the other 33%) and it handles the food and beverage operations of Istanbul International terminal and operates the airport hotel. It also operates in Ankara, Izmir and Tbilisi. BTA operates some food and beverage outlets itself and others it subcontracts to third parties. It has increasingly supplied the products to franchised operations at the airports and in August 2005 it started to supply all sandwiches and bakery products of Starbucks Coffee Shops in Turkey through its cake and bake factory, which is 15-20 minutes from Istanbul Airport. BTA has identified Gloria Jeans, Cafe Crown and Schiller Chiemsee Coffee Shops as potential new customers and it is in negotiations to provide inflight catering operations within the local market by 2009. 7.BTA food and beverage space breakdown (sqm) Istanbul Ankara BTA airside BTA landside Total BTA space of which subcontracted % 5,251 4,559 9,810 15.7% 1,430 3,619 5,049 25.4% Izmir Totals 1,944 1,459 3,403 25.4% 8,625 9,637 18,262 20.2% Source: Company data BTA pays a concession fee to TAV which is 35% of daily revenues from food, beverage and hotel services and 10% of daily revenues from the airport staff cafeteria. On a weighted average basis (of income from stores operated by BTA and third parties) BTA pays out 39.1% of its venues to TAV. This concession fee is fixed for the life of the concession contracts. Outlook for BTA TAV is targeting a significant increase in revenues from BTA. TAV says it aims to drive this growth by signing new customer contracts and, if BTA’s negotiations are successful, by providing in-flight catering operations within the local market. Furthermore, BTA is in negotiations to provide services at Istanbul domestic terminal from 2009 when DHMI’s contract with Usas expires. 39 abc TAV Airports Airports 5 April 2007 Havaş – Ground handling 9. Havaş - ground handling aircraft handled (thousands) TAV bought a 60% share in Havaş in July 2005 for USD125m. The other 40% is held by Ciner Group, a privately owned Turkish conglomerate. Havaş is one of two Turkish ground handling companies with the licence to operate (see below). It operates at 10 airports in Turkey (see figure 8) and has a customer portfolio of over 200 scheduled and charter airlines. Customers include British Airways, Cathay Pacific, Singapore Airlines and FedEx. Revenues driven by contract wins Revenues are driven by contract wins and Havaş recorded a significant contract win in January 2006 when it signed a tender to service Turkish Airlines at Istanbul Airport for three years (Turkish Airlines represented 42% of Istanbul international traffic in 2005). It has also formed a strategic partnership with Cyprus Turkish Airlines to undertake ground handling operations in Ercan Airport, Northern Cyprus, as of 1 January 2007. 8. Havaş ground handling operations in Turkey FY 2004 FY 2005 9M 2005 9M 2006 51.8 58.5 46.6 94.2 Aircraft handled Source: Company data Highly regulated, one of two Turkish operators Ground handling is a highly regulated business and Havaş has an ‘A’ group working licence in Turkey. Requirements are that it must operate in at least three international airports, have minimum paid-up capital of USD3m, an indefinite performance bond of USD1m to DHMI and meet minimum personnel and equipment requirements. The annual costs are EUR450,000 for the minimum personnel and EUR80,000 for the minimum equipment and in addition an investment for minimum equipment of EUR1.53m. The other licensed Turkish operator is Çelebi. As can be seen in figure 10, Çelebi has a larger market share than Havaş with 62%. However, Çelebi generates less revenue per flight, operating at a 21% discount. 10. Turkish ground handling market statistics, 2005 Ó Ó Istanbul Ataturk Airport Ó Ó Ó Trabzon Ankara Esenboga Airport Ó Ó Ó Izmir Adanan Menderes Airport Kayseri Erkilet Nevsehir Bodrum - Milas ÓÓ Dalaman Antalya Adana Sakirpasa Source: Company data Ground handling is an employee-intensive business and therefore divisional employee numbers (and consequently costs) rise with contract wins. TAV measures its ground handling business against thousands of aircraft handled and, as can be seen in figure 9, progress has been robust since 2004 and the Turkish Airlines contract is reflected in the 102% increase year on year between 9m 2005 and 9m 2006. 40 No. Of Flights Market share Revenues (EURm) Revenues per flight (EUR) Havaş Çelebi 58,537 37.9% 66.2 1,131 96,037 62.1% 85.5 891 Source: Havaş, Çelebi Other services TAV reported EUR20.8m of revenues from other services in the first nine months of 2006 (and EUR11m in FY 2005). 84% of the nine-month revenues came from TAV O&M, 6% from TAV IT and 10% from TAV Security. TAV O&M (100%) Incorporated in September 2004, TAV O&M is a 100% subsidiary of TAV, providing core terminal services. These include cleaning, routine maintenance and heavy maintenance in Istanbul, abc TAV Airports Airports 5 April 2007 Ankara and Izmir. It has a revenue-sharing scheme in place with Havaş for car park operations and bus services whereby EUR9.1m in bus and car parking revenues was recorded in eliminations in the first nine months of 2006. 11. TAV airports car parking capacity utilisation, current Parking spaces Utilisation Istanbul Ankara Izmir Tbilisi 7,076 c70% 4,050 c15-20% 2,200 c10% 225 n/a our commercial category and our property category includes all rentals and similar income, whether in terminals or elsewhere. According to our regrouping, 25% of TAV’s total FY 2005 revenues came from aviation activities (at Istanbul), 65% from commercial activities (ATU, BTA and TAV Istanbul non-aviation), 7% from ground handling and 3% from other services (TAV O&M, TAV IT and TAV Security). Source: Company data TAV O&M reported EUR17.5m revenues in the first nine months of 2006. TAV IT (96%) TAV IT is a 96% subsidiary which became a separate entity in October 2005. It provides IT maintenance services to airport operating companies. TAV IT owns all the software, hardware and licences relating to the operation of the systems at Istanbul, Ankara and Izmir. In August 2006, TAV IT signed a management information services contract with Sabiha Gökçen International Airport. TAV IT reported nine-month 2006 revenues of EUR1.25m. TAV Security (67%) TAV Security was incorporated in January 2001 with Tepe Defence and Security Systems JCS. It became a separate entity in 2006 and TAV has a 67% stake. It provides security at all TAV airports except Tbilisi. TAV Security reported EUR2.1m revenues in the first nine months of 2006. TAV revenue base in context We have restated TAV’s post-elimination revenues and those for the major European airport operators to aid comparison. Our aviation category includes airport fees and security services; we have included retail, catering, bureaux de change, car parks and advertising in BAA and TAV stand out for the scope of their commercial activities (TAV is 40% higher than the average) and only ADP, ADR, Fraport, TAV and Vienna undertake ground handling activities. The Other segment for Fraport is proportionally large as it includes all activities that are not confined to the Fraport location. Aviation activities TAV’s scope of aviation activities is more limited than the major European airports as it operates the terminals under concession contracts and therefore primarily collects passenger fees and not other fees such as landing and lighting. With aviation revenues driven by passenger traffic growth and fee tariffs which are set by regulatory bodies, non-aviation activities are increasingly a focus of airport operators in the search for growth. Commercial activities Commercial penetration is partly a function of the volume of retail space but also a function of skill in utilising that space (note that retail space includes food outlets in addition to shops). It can also be significantly affected by terminal layout and passenger flows through the terminal. Figure 12 depicts retail space per passenger against commercial revenue per passenger (the concession fees received for retail, food and drink outlets, bureaux de change, advertising and car parks divided by the total number of passengers). 41 abc TAV Airports Airports 5 April 2007 Real estate not a factor for TAV 12. Retail space* per m pax (sqm, l.h. axis) and commercial revenue per pax (EUR, r.h. axis) 1200 8 1000 7 6 800 5 600 4 3 400 2 1 200 0 0 ADP ADR AMS BAA FRA TAV** VIE Retail space per m pax Commerial rev ex parking per pax Parking rev per pax ZUR Source: Note: * includes food outlets TAV compares favourably with the other airports in terms of commercial revenues per passenger and it is 27% above average. Airport operators as retail operators The typical model for airport retail operation is that the airport operator is effectively a landlord, albeit a fairly hands-on one, providing space where third-party retailers operate retail outlets. The airport company will retain overall control of the layout of terminals and location of retail outlets in the terminals and will usually work with its retailers to further their common interests. The model heavily used by BAA is to act as the retailer in addition to the landlord. This gives control of all aspects of retail activities to the airport company. If done well, this approach allows the airport to capture more of the retail value chain, but it is a departure from the core business of operating the aviation activities. TAV and ADP have a kind of hybrid model where they have joint venture companies to operate duty-free (ATU for TAV and SDA for ADP). 42 Although the investment community is increasingly focusing on real estate, it is not a significant factor for TAV in comparison to the major European airports. This is because TAV operates the terminal buildings through concession contracts and therefore does not actually own the physical assets. Although TAV does have some rental income through its ATU and BTA subsidiaries, which subcontract a portion of the retail and food and beverage space to other operators, it is not possible to separate this from the revenues recorded under each subsidiary and therefore rental revenues are wrapped up in our commercial revenues. abc TAV Airports Airports 5 April 2007 13. Selected airports' revenue base, 2005 (EURm) 3500 3000 2500 Handling Other Property Commercial Aviation 2000 1500 1000 500 0 ADP ADR AMS BAA FRA TAV VIE ZUR Average 9% 10% 12% 11% Source: Company data, HSBC 14. Selected airports' relative revenue base, 2005 (%) 100% 6% 7% 90% 80% 7% 7% 18% 3% 12% 11% 13% 30% 31% 9% 19% 70% 10% 21% 20% 10% 20% 39% 60% 21% 64% 20% 3% 25% 9% 50% 9% 40% Handling Other Property Commercial Aviation 8% 61% 30% 58% 53% 48% 44% 20% 44% 41% 32% 25% 10% 0% ADP ADR AMS BAA FRA TAV VIE ZUR Average Source: Company data, HSBC 43 abc TAV Airports Airports 5 April 2007 Costs and margins Concession fees are the major operating expense for TAV Staff costs are relatively modest at 15% of total 2005 costs TAV does not expect staff numbers to trend upwards TAV operating expenses Concession fees are fixed 1. TAV cost breakdown, FY 2005 Cost of cate ring inventory sold Cost of duty free Depreciation a nd 2% inventory sold Amortisation 1 4% 19 % Cost of services rend ered 5% Other operating expenses 20% Concession rent expenses 25% Employee bene fit expense 1 5% expenses) is fixed. Furthermore, as FY 2005 only includes a half-year payment, we expect the percentage of fixed costs to increase to 34.4% in FY 2006 (figure 2). 2. TAV expenses, FY 2005 and FY 2006e (EURm) 2005 2005 % 2006e 2006 % Cost of catering inventory sold Cost of duty-free inventory sold Cost of services rendered Employee benefit expense Concession rent expenses Other operating expenses Depreciation and Amortisation Total expenses 5.9 2.1% 39.9 14.4% 14.8 5.4% 40.8 14.7% 69.9 25.3% 54.1 19.5% 51.3 18.7% 276.7 100.0% 6.9 1.8% 45.6 12.0% 27.0 7.1% 66.2 17.4% 130.9 34.4% 74.3 19.5% 13.1 3.4% 380.4 100.0% Source: Company data, HSBC estimates Source: Company data Pending VAT case may lower concession cost Concession fees are the major operating expense for TAV, at 25% of total FY 2005 operating expenses ( EUR69.9m). Employee benefit expense was a relatively small 15%, or EUR40.8m. Depreciation and amortisation was 19% of expenses (EUR51.3m) and other operating expenses were 41%, or EUR114.7m (of which EUR60.6m, or 22%, was cost of goods sold). Concession rent expenses TAV won the tender at USD2,543m plus VAT to operate Istanbul Airport for 15.5 years. TAV paid 23% up front (USD585m) and makes annual payments of USD165m (including VAT) from 3 January 2007. These payments are fixed for the duration of the contract and therefore the largest single item of TAV’s cost base (25% of FY 2005 44 TAV currently pays VAT on concession payments to DHMI as part of the Istanbul terminal operation contract. VAT is paid at 18% and the total amount payable to DHMI over the life of the contract is USD457.7bn. However, the validity of VAT on concession payments to DHMI is currently the subject of a court case. If the court case is successful, TAV could: Potentially receive a refund of cUSD80m in relation to concession payments made to date; and Save cUSD120 during the remaining life of the concession. abc TAV Airports Airports 5 April 2007 Employee benefit expenses Staff costs are a relatively small proportion of TAV’s expenses at 15% of FY 2005 expenses (9% of 9m 2006 Istanbul Airport expenses). Airport staff members are not unionised. The majority of staff members are employed by Havaş, which is unsurprising as ground handling is a labour-intensive business. Of the 1,510 staff employed by TAV Istanbul Airport, around c1,100 are employed in security roles. This is driven partly by the high level of security provided at the airport relative to other airports, where all persons (not just passengers) entering the terminal building have their persons and luggage scanned, as required by Turkish authorities. However, TAV expects the number of security staff required to reduce slightly as less labour intensive Explosive Detection Scanners (EDS) are introduced. 3. TAV employee breakdown 2003 TAV Airports TAV Istanbul TAV Esenboğa TAV Izmir TAV Georgia TAV O&M BTA Havaş ATU TAV IT TAV Security Total 1,315 2004 2005 30/09/2006 1,660 88 1,510 74 410 967 215 889 3,815 932 82 96 9,078 4,380 enables TAV to depreciate the fixed asset investments. Furthermore, EUR400m capex to be incurred for Tunisia in 2007-09 will add to the depreciation costs. Nevertheless, our projections suggest depreciation costs will still account for a minor portion of total costs in the upcoming years, of around 13%. Other operating expenses Other operating expenses include cost of inventory for the duty-free (ATU) and food and beverage (BTA) businesses and cost of services rendered as well as a catch-all bucket for other operating expenses. EUR54.1m of other operating expenses (20% of total FY 2005 expenses) includes: EUR15.0m (5.4% of total FY 2005 expenses) is maintenance expenditures; EUR6.7m (2.4% of the total) is utility cost; and EUR6.0m (2.2% of the total) is VAT not recoverable. TAV in context We have restated selected airports costs into labour, depreciation and amortisation and other – to better compare performance. In figures 4 and 5 on the following page we chart absolute levels by these categories and also EBIT Source: Company data so that the full total equals group revenues. We have also charted these categories on a relative Depreciation and amortisation basis so that we can better compare the airports. Depreciation and amortisation was a relatively small proportion of TAV’s operating expenses in FY 2005 at 19%. However, its share went down to negligible levels in 2006 (2.3% in 9M 2006) due to full-year accounting of Istanbul Ataturk airport under under concession agreement (vs BOT until July 2005) where there is no depreciation writeoff for the fixed assets. This is likely to change as all other terminals are BOT contracts, which 45 abc TAV Airports Airports 5 April 2007 4. Selected airports cost breakdown, 2005 (EURm) 3500 3000 2500 EBIT Other Dep'n/ amort Labour 2000 1500 1000 500 0 ADP ADR AMS BAA FRA TAV VIE ZUR Average Source: Company data, HSBC 5. Selected airports relative cost breakdown, 2005 (%) 100% 90% 15% 17% 9% 21% 25% 30% 29% 25% 22% 28% 32% 80% 26% 70% 23% 39% 61% 30% 60% 30% 50% 40% 11% 38% 13% 13% 14% 18% 13% 27% 30% 48% 17% 20% 31% 43% 31% 28% 27% 10% 17% 20% 14% 13% 0% ADP Source: Company data, HSBC 46 ADR AMS BAA FRA TAV VIE ZUR Average EBIT Other Dep'n/ amort Labour abc TAV Airports Airports 5 April 2007 6. Selected airports EBITDA and EBIT margins, 2005 51.8% 50% 48.9% 47.5% 44.4% 43.2% 40% 34.5% 30.4% 30.0% 31.2% 30% 25.6% 24.8% 25.9% 24.9% 21.6% 21.3% 20% 16.8% 14.5% 9.2% 10% 0% ADP ADR AMS BAA* EBITDA Margin FRA TAV VIE ZUR TAV* EBIT Margin Note: * equals TAV adjusted for concession rent expenses Source: Company data Adjusted TAV margins in line Ground handling activities tend to depress margins and this helps to explain why Fraport, Vienna and TAV have lower margins than BAA. TAV’s EBIT margin is the lowest in the sector at 9.2%, after Fraport at 14.5%, not only due to ground handling but also because of the concession payments. However, concession payments can be treated as depreciation and interest and if we add back EUR37.8m, which we estimate to be the equivalent interest element of the concession rent expense in 2005, then TAV’s EBIT margin improves to 21.6%. This brings it broadly into line with the peer group. We add back the full EUR69.9m FY 2005 concession rent expense to EBITDA to get to EBITDAR. This lifts the adjusted EBITDA TAV margin in the chart from 25.9% to 48.9%. EBITDA and EBIT margins are detailed in figure 6. Note, however, that TAV’s business model differs in a number of ways including rental rather than ownership of airport assets and focus on terminal rather than airside and terminal operations. 47 abc TAV Airports Airports 5 April 2007 Capex cycle Capex peaked in 2006 with Ankara, Izmir and Tbilisi investments High visibility as concession agreements require upfront capex Tunisia brings in EUR400m new capex for 2007-09e TAV’s capex cycle Investments continue with Tunisia include EUR400m capex for Tunisia (with our assumed split of EUR100m in 2007, EUR200m in 2008 and EUR100m in 2009). 1. TAV’s capex cycle, 2003-10e (EURm) TAV’s capex cycle in context 700 600 500 400 300 200 100 0 A capex programme can bring both risk related to airport charges and project management risk. 2003 2004 2005 2006e 2007e 2008e 2009e 2010e Capex BOT payments Concession payments Source: Company data, HSBC estimates In addition to maintenance capex, which we expect to be less than EUR10m per annum, TAV has BOT payments for Tunisia and ongoing Istanbul concession payments. Although strictly speaking only the BOT payments are part of capex (as concession payments are expensed through the P&L), we have outlined all three in figure 1 as Istanbul concession payments are clearly also significant. BOT payments are specified and (construction) costs are paid upfront, therefore TAV has a high level of visibility on future capex requirements. FY 2006e and FY 2008e are the peaks of TAV’s capex cycle. FY 2006e includes EUR268.9m BOT investments (EUR123m Izmir, EUR133m Ankara and EUR13m Tbilisi), while 2007-09 will 48 In our view, these sources of risk are mitigated to some extent in the case of TAV because all capex on existing airports is agreed upfront (and paid upfront in the case of BOT payments) in the concession agreements; therefore airport charge risk is alleviated. TAV’s capex risk is predominantly wrapped up in the new Tunisia project and in any future BOT/concession wins and associated payments. 2. Major airports' capex cycle, 2001-10e (EURm) 3500 3000 2500 2000 1500 1000 500 0 ADP FRA 2001-2005 TAV* VIE ZUR 2006-2010 Source: Company data, HSBC estimates * TAV capex includes BOT investment costs abc TAV Airports Airports 5 April 2007 Appendix TAV also splits revenues and profitability by Airports and Services (see figure 2). In this split, Istanbul revenues include both aviation and nonaviation revenues achieved at the airport. We have further broken down Istanbul revenues in figure 1. TAV reports EBITDAR, rather than EBITDA, to adjust for the concession rent payments which it pays for the operating lease on Istanbul Airport (USD165m per annum including VAT). For the other segments, EBITDA is the same as EBITDAR. 1. TAV Istanbul revenue split, 2005 Other 14% Car parking 5% Food and beverage and airport hotels 5% Duty free 39% Source: Company data Aviation income 37% 2. TAV segment reporting Year to 31 December (EURm) 2004 2005 % of 2005 total Istanbul Ankara Izmir Tbilisi Airports ATU (50% consolidation) BTA (full consolidation) Havaş (60% consolidation) Other Services Eliminations Total revenues 160.0 0.0 0.0 0.0 160.0 83.0 21.0 0.0 0.0 104.0 -42.0 222.0 202.0 0.0 0.0 0.0 202.0 94.0 29.0 48.0 11.0 182.0 -80.0 305.0 66.4% 0.0% 0.0% 0.0% 66.4% 30.9% 9.5% 15.8% 3.6% 59.9% -26.3% 100.0% Istanbul* Ankara Izmir Tbilisi Airports EBITDAR ATU (50% consolidation) BTA (100% consolidation) Havaş (60% consolidation) Other Services EBITDAR Eliminations Total EBITDAR 116.0 0.0 0.0 0.0 116.0 9.0 1.0 0.0 0.0 10.0 1.0 126.0 139.0 0.0 0.0 0.0 139.0 6.0 -1.0 0.0 2.0 7.0 4.0 146.0 93.3% 0.0% 0.0% 0.0% 93.3% 4.0% -0.7% 0.0% 1.3% 4.7% 2.7% 100.0% Airports EBITDAR margin ATU (50% consolidation) margin BTA (full consolidation) margin Havaş (60% consolidation) margin Other margin Services EBITDAR margin Eliminations margin Total EBITDAR margin 72.5% 10.8% 4.8% n/a n/a 9.6% -2.4% 57.7% 68.8% 6.4% -3.4% 0.0% 18.2% 3.8% -5.0% 49.0% Note * Istanbul figure is EBITDA R as TAV reports profitability for Istanbul before concession rent expense Source: Company data 49 TAV Airports Airports 5 April 2007 Notes 50 abc TAV Airports Airports 5 April 2007 abc Notes 51 TAV Airports Airports 5 April 2007 abc Disclosure appendix Analyst certification The following analyst(s), who is(are) primarily responsible for this report, certifies(y) that the views expressed herein accurately reflect their personal view(s) about the subject security(ies) and issuer(s) and that no part of their compensation was, is or will be directly or indirectly related to the specific recommendation(s) or views contained in this research report: Cenk Orçan Important disclosures Stock ratings and basis for financial analysis HSBC believes that investors utilise various disciplines and investment horizons when making investment decisions, which depend largely on individual circumstances such as the investor's existing holdings, risk tolerance and other considerations. Given these differences, HSBC has two principal aims in its equity research: 1) to identify long-term investment opportunities based on particular themes or ideas that may affect the future earnings or cash flows of companies on a 12 month time horizon; and 2) from time to time to identify short-term investment opportunities that are derived from fundamental, quantitative, technical or event-driven techniques on a 0-3 month time horizon and which may differ from our long-term investment rating. HSBC has assigned ratings for its long-term investment opportunities as described below. This report addresses only the long-term investment opportunities of the companies referred to in the report. As and when HSBC publishes a short-term trading idea the stocks to which these relate are identified on the website at www.hsbcnet.com/research. Details of these short-term investment opportunities can be found under the Reports section of this website. HSBC believes an investor's decision to buy or sell a stock should depend on individual circumstances such as the investor's existing holdings and other considerations. Different securities firms use a variety of ratings terms as well as different rating systems to describe their recommendations. Investors should carefully read the definitions of the ratings used in each research report. In addition, because research reports contain more complete information concerning the analysts' views, investors should carefully read the entire research report and should not infer its contents from the rating. In any case, ratings should not be used or relied on in isolation as investment advice. Rating definitions for long-term investment opportunities Stock ratings HSBC assigns ratings to its stocks in this sector on the following basis: For each stock we set a required rate of return calculated from the risk free rate for that stock's domestic, or as appropriate, regional market and the relevant equity risk premium established by our strategy team. The price target for a stock represents the value the analyst expects the stock to reach over our performance horizon. The performance horizon is 12 months. For a stock to be classified as Overweight, the implied return must exceed the required return by at least 5 percentage points over the next 12 months (or 10 percentage points for a stock classified as Volatile*). For a stock to be classified as Underweight, the stock must be expected to underperform its required return by at least 5 percentage points over the next 12 months (or 10 percentage points for a stock classified as Volatile*). Stocks between these bands are classified as Neutral. Our ratings are re-calibrated against these bands at the time of any 'material change' (initiation of coverage, change of volatility status or change in price target). Notwithstanding this, and although ratings are subject to ongoing management review, expected returns will be permitted to move outside the bands as a result of normal share price fluctuations without necessarily triggering a rating change. 52 abc TAV Airports Airports 5 April 2007 *A stock will be classified as volatile if its historical volatility has exceeded 40%, if the stock has been listed for less than 12 months (unless it is in an industry or sector where volatility is low) or if the analyst expects significant volatility. However, stocks which we do not consider volatile may in fact also behave in such a way. Historical volatility is defined as the past month's average of the daily 365-day moving average volatilities. In order to avoid misleadingly frequent changes in rating, however, volatility has to move 2.5 percentage points past the 40% benchmark in either direction for a stock's status to change. Prior to this, from 7 June 2005 HSBC applied a ratings structure which ranked the stocks according to their notional target price vs current market price and then categorised (approximately) the top 40% as Overweight, the next 40% as Neutral and the last 20% as Underweight. The performance horizon is 2 years. The notional target price was defined as the mid-point of the analysts' valuation for a stock. From 15 November 2004 to 7 June 2005, HSBC carried no ratings and concentrated on long-term thematic reports which identified themes and trends in industries, but did not make a conclusion as to the investment action that potential investors should take. Prior to 15 November 2004, HSBC's ratings system was based upon a two-stage recommendation structure: a combination of the analysts' view on the stock relative to its sector and the sector call relative to the market, together giving a view on the stock relative to the market. The sector call was the responsibility of the strategy team, set in co-operation with the analysts. For other companies, HSBC showed a recommendation relative to the market. The performance horizon was 6-12 months. The target price was the level the stock should have traded at if the market accepted the analysts' view of the stock. Rating distribution for long-term investment opportunities As of 04 April 2007, the distribution of all ratings published is as follows: Overweight (Buy) 45% (16% of these provided with Investment Banking Services) Neutral (Hold) 35% (16% of these provided with Investment Banking Services) Underweight (Sell) 20% (12% of these provided with Investment Banking Services) HSBC & Analyst disclosures Disclosure checklist Company TAV HAVALIMANLARI HLDG AS Ticker Recent price Price Date Disclosure TAVHL.IS 11.40 03-Apr-2007 1 Source: HSBC 1 2 HSBC* has managed or co-managed a public offering of securities for this company within the past 12 months. HSBC expects to receive or intends to seek compensation for investment banking services from this company in the next 3 months. 3 At the time of publication of this report, HSBC is a market maker in securities issued by this company. 4 As of 28 February 2007 HSBC beneficially owned 1% or more of a class of common equity securities of this company. 5 As of 28 February 2007, this company was a client of HSBC or had during the preceding 12 month period been a client of and/or paid compensation to HSBC in respect of investment banking services. 6 As of 28 February 2007, this company was a client of HSBC or had during the preceding 12 month period been a client of and/or paid compensation to HSBC in respect of non-investment banking-securities related services. 7 As of 28 February 2007, this company was a client of HSBC or had during the preceding 12 month period been a client of and/or paid compensation to HSBC in respect of non-securities services. 8 A covering analyst/s has received compensation from this company in the past 12 months. 9 A covering analyst/s or a member of his/her household has a financial interest in the securities of this company, as detailed below. 10 A covering analyst/s or a member of his/her household is an officer, director or supervisory board member of this company, as detailed below. Analysts are paid in part by reference to the profitability of HSBC which includes investment banking revenues. For disclosures in respect of any company, please see the most recently published report on that company available at www.hsbcnet.com/research. 53 TAV Airports Airports 5 April 2007 abc * HSBC Legal Entities are listed in the Disclaimer below. Additional disclosures 1 2 3 54 This report is dated as at 05 April 2007. All market data included in this report are dated as at close 03 April 2007, unless otherwise indicated in the report. HSBC has procedures in place to identify and manage any potential conflicts of interest that arise in connection with its Research business. HSBC's analysts and its other staff who are involved in the preparation and dissemination of Research operate and have a management reporting line independent of HSBC's Investment Banking business. Chinese Wall procedures are in place between the Investment Banking and Research businesses to ensure that any confidential and/or price sensitive information is handled in an appropriate manner. TAV Airports Airports 5 April 2007 abc Disclaimer *Legal entities as at 5 September 2006 Issuer of report HSBC Bank Middle East Limited, Dubai; HSBC Research (Malaysia) Sdn. Bhd, Kuala Lumpur; The HSBC Yatırım Menkul Değerler A.Ş. Hongkong and Shanghai Banking Corporation Limited, Hong Kong; HSBC Securities (Asia) Ayazağa Mah. Ahi Evran Cad. Limited, Taipei Branch; HSBC Securities (Canada) Inc, Toronto; HSBC Bank, Paris branch; HSBC Dereboyu Sok. Kat:4-15 Trinkaus & Burkhardt AG, Dusseldorf; 000 HSBC Bank (RR), Moscow; HSBC Securities and Capital Markets (India) Private Limited, Mumbai; HSBC Securities (Japan) Limited, Tokyo; HSBC Securities Maslak 34398, Istanbul, Turkey Egypt S.A.E., Cairo; HSBC Investment Bank Asia Limited, Beijing Representative Office; The Hongkong Telephone: +90 212 366 1600 and Shanghai Banking Corporation Limited, Singapore branch; The Hongkong and Shanghai Banking Fax: +90 212 336 24 72 Corporation Limited, Seoul Securities Branch; HSBC Securities (South Africa) (Pty) Ltd, Johannesburg; www.hsbcnet.com/research HSBC Pantelakis Securities S.A., Athens; HSBC Bank plc, London, Madrid, Milan, Stockholm, Tel Aviv, HSBC Securities (USA) Inc, New York; HSBC Yatirim Menkul Degerler A.S., Istanbul; HSBC www.hsbcyatirim.com.tr Stockbroking (Australia) Pty Limited. This document has been issued by HSBC Yatırım Menkul Degerler A.S. (HSBC) for the information of its customers only. If it is received by a customer of an affiliate of HSBC, its provision to the recipient is subject to the terms of business in place between the recipient and such affiliate. HSBC has based this document on information obtained from sources it believes to be reliable but which it has not independently verified; HSBC makes no guarantee, representation or warranty and accepts no responsibility or liability as to its accuracy or completeness. Expressions of opinion are those of the Research Department of HSBC only and are subject to change without notice. The information, comments and recommendations involved here are not within the scope of investment consultancy. Investment consultancy services are only provided within the framework of the investment consultancy agreement as agreed between brokerage companies, portfolio management companies, banks not accepting deposits, and the customer. The conclusions arrived at here are based upon the preferred calculation method and/or the personal opinions of the individuals responsible for the comments and recommendations, so they may not be appropriate for your financial situation and risk and return preferences. Therefore, any investment decision made only on the basis of the information involved here may not lead to the optimum results. HSBC and its affiliates and/or their officers, directors and employees may have positions in any securities mentioned in this document (or in any related investment) and may from time to time add to or dispose of any such securities (or investment). HSBC and its affiliates may have assumed an underwriting commitment in the securities of companies discussed in this document (or in related investments), may sell them to or buy them from customers on a principal basis and may also perform or seek to perform investment banking or underwriting services for or relating to those companies and may also be represented in the supervisory board or any other committee of those companies. The information and opinions contained within the research reports are based upon rates of taxation applicable at the time of publication but which are subject to change from time to time. Past performance is not necessarily a guide to future performance. The value of any investment or income may go down as well as up and you may not get back the full amount invested. Where an investment is denominated in a currency other than the local currency of the recipient of the research report, changes in the exchange rates may have an adverse effect on the value, price or income of that investment. In case of investments for which there is no recognised market it may be difficult for investors to sell their investments or to obtain reliable information about its value or the extent of the risk to which it is exposed. HSBC Securities (USA) Inc. accepts responsibility for the content of this research report prepared by its non-US foreign affiliate. All U.S. persons receiving and/or accessing this report and wishing to effect transactions in any security discussed herein should do so with HSBC Securities (USA) Inc. in the United States and not with its non-US foreign affiliate, the issuer of this report. In the UK this report may only be distributed to persons of a kind described in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. The protections afforded by the UK regulatory regime are available only to those dealing with a representative of HSBC Bank plc in the UK. In Singapore, this publication is distributed by The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch for the general information of institutional investors or other persons specified in Sections 274 and 304 of the Securities and Futures Act (Chapter 289) (“SFA”) and accredited investors and other persons in accordance with the conditions specified in Sections 275 and 305 of the SFA. This publication is not a prospectus as defined in the SFA. It may not be further distributed in whole or in part for any purpose. The Hongkong and Shanghai Banking Corporation Limited Singapore Branch is regulated by the Monetary Authority of Singapore. In Canada, this publication may be distributed by HSBC Securities (Canada) Inc for the information of its customers only. All inquiries by such recipients must be directed to HSBC Securities (Canada) Inc. In Australia, this publication may be distributed by HSBC Stockbroking (Australia) Pty Limited. In Malaysia, this publication may be distributed by HSBC Research (Malaysia) Sdn Bhd. In Japan, this publication may be distributed by HSBC Securities (Japan) Limited. It may not be reproduced or further distributed in whole or in part for any purpose. This communication is only intended for investment professionals within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. Persons who do not have professional experience in matters relating to investments should not rely on it. HSBC Yatırım Menkul Degerler A.S. is regulated and authorised by the Central Bank of Turkey, Capital Markets Board, Ministry of Finance, Takasbank and is a member of Istanbul Stock Exchange, Takasbank (Turkish Custodian Bank) and the Association of Capital Market Intermediary Institutions of Turkey. © Copyright. HSBC 2007, ALL RIGHTS RESERVED. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, on any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of HSBC. MICA (P) 137/08/2006 307400 55 abc Global Transport Research Team Global North America Robin Byde Analyst, Global Sector Head of Shipping & Logistics +44 20 7991 6816 [email protected] Adam Hylan Analyst +1 212 525 6569 [email protected] Jonathan Wober Analyst, Global Sector Head of Airlines & Airports +44 20 7991 6835 [email protected] Asia-Pacific Mark Webb Analyst +852 2996 6574 [email protected] Kathy Wang Analyst +852 2996 6566 [email protected] Eric Lin Associate +852 2996 6570 [email protected] Europe Tommy Bryson Analyst +44 20 7991 6799 [email protected] Specialist Sales Mitesh Kotecha +44 20 7991 5387 [email protected]
© Copyright 2026 Paperzz