Atlas Arteria Limited (ALX) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Atlas Arteria Half Year 2023 Results Presentation. [Operator Instructions] I would now like to hand the conference over to Mr. Graeme Bevans, Chief Executive Officer. Please go ahead.

Thank you, operator, and good morning, everyone. We appreciate you joining Atlas Arteria's First Half '23 Results Call. Today, I'm joined by our CFO, David Collins, and our Investor Relations team. David and I will spend around 40 minutes taking you through the presentation we have launched with the ASX this morning, and then open the call to questions. Starting with the key highlights on Slide 6. Our performance in the half reflects both supportive external factors as well as a singular focus on execution and driving our strategy to deliver long-term value for our security holders. I'm delighted to be able to reaffirm our distribution guidance of $0.40 per security or $0.23 -- $0.20 per security for each half. Strong macroeconomic conditions in France drove a record traffic performance at APRR, with weighted average traffic up 4.5%. This, coupled with the positive impact of high inflation on tolls resulted in an 8.5% increase in proportionate EBITDA. These are very pleasing figures and the permanent uplift in tolls will continue to benefit Atlas Arteria for years to come. In fact, the EBITDA uplift from high inflation we're seeing now should result in an increase in valuation as risk-free rates normalize into the future. I'll discuss this in more detail later. Safety remains a top priority, and we continue to foster and pursue the zero harm culture. During the half, we began the important work of aligning Chicago Skyway with our safety approach and reporting process. Standardized safety reporting software across our businesses is also helping us to maintain a consistent view of our efforts in this area. In terms of progress on some of our bigger strategic objectives, in July, we filed an application seeking approval for an increase in the maximum level of tolls, the Dulles Greenway. At the same time, we continue to pursue enabling legislation to implement distance-based tolling and consequently lower tolls for customers. The landmark acquisition of Chicago Skyway last year has transformed Atlas Arteria into a stronger, larger and more diverse business. We are pleased with the progress to-date on the transition plan and the performance of this business. Moving now to the financial results on Slide 7. Overall, the business performed strongly with weighted average traffic, toll revenue and EBITDA all above 2022 and 2019 levels. Pleasingly, Chicago Skyway performed better than our acquisition business case, which, as a reminder, conservatively assumed the effects from the Indiana Toll Road works through the summer. I'll discuss this in more detail later. As I mentioned today, we are reaffirming the '23 total distribution guidance of $0.40 per security, split equally across the 2 halves. This reflects the better-than-expected operating performance of the businesses and favorable foreign exchange rate with the Euro and U.S. dollar strengthening by 6.8% and 5.2%, respectively, year-to-date versus the Australian dollar. Pleasingly, the first half distribution guidance of $0.20 per security is fully funded by operating business cash flows and cash on balance sheet and we have now hedged the expected distribution from APRR for this upcoming distribution to mitigate the foreign exchange risk. The second half distribution guidance of $0.20 per security remains subject to refinancing activities at Chicago Skyway as we flagged at the time of acquisition. Just to reiterate, this is a short-term strategy to support distributions, not a change to our usual approach for funding distributions from operating business cash flows. Moving to Slide 9. This demonstrates how the current inflationary environment benefits Atlas Arteria. Toll prices at APRR, ADELAC and Warnow are all directly linked to inflation. As a result of decade high inflation levels in France and Germany, tolls were increased by almost 5% at APRR and over 6% at Warnow Tunnel. At Skyway, the tolling regime selects whichever macroeconomic indicator is higher on a 2-year look-back basis. In '23, tolls increased for light vehicles by 11.9%. In '24, we have an estimated increase of around the 9% mark also based on GDP growth. While we have seen some inflationary impacts in our cost line, for example, wage increases, given the high gross margins and the high levels of fixed interest borrowings, we are net beneficiaries of the current inflationary environment. Moving to Slide 10. We have a conceptual illustration of the impact of short-term high inflation on the valuation of a generic toll road. The light blue wedge shows the uplift in EBITDA in absolute dollar terms over a 10-year concession between 2 different inflationary scenarios. The first scenario is where inflation is elevated in the first 3 years of the concession before falling to the 2% for the remaining period. The second scenario is where inflation stays flat at 2%. High inflation in the short term drives material toll increases, which positively impacts EBITDA by resetting the baseline tolls higher each year, resulting in a permanent value uplift. When you combine the toll increases with modest traffic growth of 1.5% per annum, this growth further compounds resulting in the absolute EBITDA delta multiplying over the life of the concession. This results in an uplift in the valuation of the theoretical toll business of 7%, compared to the European Central Bank Fed target scenario. This concept applies in various degrees to our business model and aims to demonstrate the impact of a high inflationary environment is experienced over the past few years on valuation, particularly as risk-free rates reach more normalized levels. Moving to Slide 11. Safety for us is not a session for get exercise and we are more committed than ever to continuously improving performance and mitigating risk across all of our businesses. Overall, at APRR, we're pleased to have met our target during the half to keep the LTIFR at or less than 3. Similarly, at our smaller businesses and at the corporate level, we achieved our lost time injury target of 1 or less. We also continued to make good progress on our safety initiatives where innovations, including the use of customized trucks with a robotic arm to automatically place and remove traffic cones are currently being tested. We continue to work hard to communicate safe driving behaviors to our customers and have implemented specific training programs for our employees on keeping safe whilst it work. At Dulles Greenway, a new camera system was installed at the toll plaza, meaning we were able to remove all lane walkers a high-risk activity, significantly reducing the risk of injury to employees. We also continue to review current policies, procedures and training programs to further empower employees and enhance existing controls. On the safety management front, in 2022, we introduced the standardized use of safety reporting software Asset Vision across our businesses, including APRR to improve performance monitoring. In December '22, we were certified by the international organization for standardization for health and safety at Warnow Tunnel. This builds upon the existing certification for quality management systems at Warnow and complements the quality management system and environment management certifications for APRR. Moving now to operational performance for the half on Slide 13. At APRR, group traffic was 4.6% higher than the same period in 2022, a record result driven by continued strong leisure demand and cross-border trading. As you can see on the chart, operating conditions in France are robust with real GDP and the household consumption forecast to grow for the next 4 to 5 years. Unemployment is also near its lowest rate in 40 years. Together, these factors help support our traffic levels. Inflationary tailwinds in France are also supporting toll increases and earnings, the structural advantage of our business. Our tolls for both APRR and ARIA increased by around 5% from 1 February this year. Higher tolls combined with strong traffic and toll revenue and EBITDA increased 7.5% and 8.3%, respectively, versus the first half of 2022. Moving to Slide 14. In the first half, there was media attention on alleged super profits by toll road companies in France. The French government sought legal advice on its ability to shorten concession duration or to introduce new taxes in light of such profits. We have not seen these confidential opinions. However, it is understood that the legal opinion based on press reports is that shortening concession duration is not an option, but the new taxes could be levied, so long as they only apply to all concession companies granted by the French government, not just to toll roads. If a new tax is levied, it would most likely be part of the Budget Law for 2024. That bill will be presented in late September and would be debated at the National Assembly in October before a vote at the end of the year after consideration by the Senate. In July, the French transport regulatory authority, the ART, published a report on toll road concession profitability. This report had stated very clearly that the project IRR from the toll road concessions in France is within an acceptable range. As evidenced in the past, and confirmed publicly by government members, the state intends to respect the concession contracts in place. Among the historical concession contracts, the first to expire is SANEF which will reach maturity at the end of 2031, well ahead of the APRR and ARIA concession maturities of November 2035 and September 2036, respectively. Recently, both the Finance Minister and Transport Ministers have affirmed their view that the private concession model is the most effective way to operate the French toll road network. However, the regulatory framework of the future concession contracts after expiry of the current ones remains to be discussed and agreed by the French Government and the various stakeholders. The Ministry of Transport has also indicated his intention to organize a motorways conference to initiate such discussions. We're awaiting a date to be set for this. Moving to Warnow Tunnel on Slide 15. Warnow benefited from roadworks on the competing route along Am Strande, which increased the travel time savings offered by the tunnel. As a result, traffic was up 7.2% on first half '22. Rostock is an old city. And as a result, the urban infrastructure is subject to frequent restorative of roadworks and upgrades. Toll revenue increased 14.3% versus the prior corresponding period, with toll prices increasing by over 6% in November 2022. Moving now to the newest member of our business, Chicago Skyway on Slide 16. As we explained at the time of acquisition, 2023 traffic would fall due to major roadworks on the Indiana Toll Road over the course of the year and completion of roadworks on I-94 in '22. While traffic was down 2.4% on '22 levels, this was above our acquisition case as a result of strong traffic in January and February as a consequence of fewer snow events. Before the start of the Eastbound roadworks in early March, because we conservatively assumed effects from the ITR roadworks throughout the summer. The second phase of works on the westbound overpass will start in early September following the Labor Day long weekend and run to the end of November. Due to the toll increases implemented in January '23, toll revenue grew by 8.6%, despite the decrease in traffic. You may recall that the attractive toll regime for this business provides us with a very good toll escalation predictability and was a key driver in the acquisition. Moving to Slide 17. We outlined the escalation outcomes over the last 7 years. Under the Skyways toll escalation formula tolls escalate that the greater of U.S. CPI growth, U.S. nominal GDP per capita growth and a 2% floor per annum. Unlike the toll escalation formulas of our other businesses, the macroeconomic indicators are based on a 2-year look-back mechanism. This means that we have a higher degree of certainty today over the toll escalation that we will receive in 2024 and 25% as it is based on '22 and '23 variables. What you can see on the slide that by being able to switch between these 3 indicators, you have a lot of protection from economic downturns as well as benefit from the rebound. For example, in 2020, when the impact of COVID-19 resulted in negative GDP growth, toll still increased by the 2% floor. We also received the benefit of high GDP in the following year as the economy rebounded. Over the 7-year period, this resulted in toll increases, 1.66x CPI at a higher CAGR of 5.2% versus 4.4% under GDP or 3.3% under CPI alone. Moving to Slide 18 and an update on the Chicago Skyway business. Since we assume majority ownership in December '22, we've made significant progress on our transition plan. These changes are focused on delivering long-term cost savings and enhancements to asset quality as well as capital efficiency. The coloring of the bars around the circles indicates the progress made to date on the 3 key work streams. As you can see, we are well over halfway to meeting our objectives. The transition to a more proactive life cycle maintenance approach is well-progressed with vendors appointed to deliver the asset management program and the digital twin. Once complete, this will allow us to better monitor and manage the toll road through detecting the required maintenance early and selecting the right intervention to improve safety, reduce risk and reduce the overall CapEx requirements of the business over its life cycle. Maintenance planning will also be able to be improved and scheduled to optimize revenue. We expect to have the high-resolution digital twin established by the end of '23 and fully completed in the second half of '24 when the artificial intelligence analysis will be complete. Another key focus this year is the refinancing of maturing debt at Chicago Skyway to enable capital releases, which David will discuss in more detail shortly. We're also undertaking a review focusing on efficiency and automation to optimize operations. More information on Chicago Skyway can be found in the Appendix B section of this presentation. Moving now to Slide 19. At Dulles Greenway, we continue to see a more gradual traffic improvement post COVID-19, while traffic and earnings remain down on 2019 levels, traffic and toll revenue were both up by 8.4% and 9.5%, respectively, compared to the first half '22. Growth in traffic was largely driven by higher weekday traffic, which increased 9.5%, reflecting the steady return of office-based work. Revenue increased ahead of traffic due to the increase in higher-priced feed traffic. Moving to Slide 20, an update on the Dulles Greenway business. In July, TRIP II filed an application seeking approval for an increase in the maximum level of tolls from the Virginia State Corporation Commission. The increase equates to around 40% for peak tolls and 22% for off-peak tolls increases, which are consistent on an inflation-adjusted basis with those that Greenway requested in 2020. Given the Greenway has not been granted a peak toll increase since April 2019, this would equate to a CAGR of 7.3% over that period. The last approved off-peak increase was for the 2022 financial year. Therefore, the requested 22% increase represents a 10.4% CAGR over that period. The Dulles Toll Road, which is a continuation of the Greenway, increased its tolls in January by 23% at the main toll plaza and 33% on ramps. The Dulles Toll Road has also not had a toll increase since 2019. The hearing date has been set for 31 January, '24, however, past rate case decisions were typically received between 12 to 18 months after the initial filing request. We continue to pursue a 2 long -- 2-pronged strategy. As well as the rate case application, we're continuing to work on our preferred outcome, being a change in the legislation to implement distance-based tolling and provide lower tolls for customers. We expect the next opportunity to pass legislation will be at the 2024 Virginia Legislative Session in January-February of next year. Turning to Slide 21 and the work we are doing on safety and sustainability. Our target is to keep the LTI frequency rate at 3 or less of our large business and 1 incident or less of our smaller businesses and at corporate. We remain focused on initiatives to reduce risk for people working on our roads and are trialing 2 initiatives at APRR. Year-to-date, the focus has been on working with the Chicago Skyway team to help them develop their approach to sustainability. In parallel, on the environmental stewardship front, we are very focused on achieving our Scope 1 and 2 greenhouse gas emission reduction targets. One example of the positive steps taken is the transition at APRR to 100% renewable electricity in early 2023, a significant milestone. I will now hand over to David, who will take you through the financial performance for the half.

Thank you, Graeme. I'm very pleased to report Atlas Arteria's half year results today. The Atlas Arteria income statement is provided on Slide 23, where you can see our financial performance has improved compared to H1 '22. The primary driver is the strong performance of APRR, which you can see come through in the share of net profits of equity accounted investments line and the continued improved performance at Dulles Greenway. I will also highlight a few specific items. Toll revenue has increased 17%. This was largely driven by a higher peak period traffic at Dulles Greenway, as well as the weakening of the Australian dollar against the U.S. dollar. Business operations expenses decreased by 17%, reflecting the reduction in the maintenance provisions at Dulles Greenway and Warnow Tunnel. Corporate costs increased 10% over the half, which was in line with expectations and reflects additional costs associated with the acquisition of the Chicago Skyway business and inflationary impacts. Cost guidance for the year is maintained at $34 million to $36 million. As with APRR, the Chicago Skyway is included in the share of net profits of equity accounted investments line. The $168 million of net profits of equity accounted investments for the half reflects the strong performance of APRR and the inclusion of the A79, offset by a small accounting loss at the Skyway. At the Atlas Arteria level, the Skyway accounting loss was partially offset by the interest income on the CCPI shareholder loans of $9.1 million, which you can see on a separate line on the P&L. The loss also reflects the non-cash amortization of the tolling concession and fair value adjustments on the debt, consistent with our acquisition business case. This is typical of an infrastructure asset, where there is large depreciation and interest upfront, while the revenue base grows over time with inflation driving an uplift in value. The increase in the other finance income line is due to the increased interest income on cash deposits as a result of higher interest rates. Finally, the 9% increase in finance costs reflects the weakening of the Australian dollar against the U.S. dollar. Overall, we are very pleased with the strong performance for the half. Now, we turn to our cash flow waterfall on Slide 24, which outlines how we derive our distributions. The consolidated APRR profit for the second half of 2022 was EUR 521 million. And starting on the left-hand side, Atlas Arteria's pro forma share of this was EUR 162 million. Our share of the APRR company net profit after tax, which drives the size of distributions was EUR 152 million. The difference between the EUR 162 million and the EUR 152 million is consolidation and IFRS adjustments. If you then account for the financing costs associated with the debt facility at Eiffarie, the MAF taxes and administration costs, you are left with the €138 million, which Atlas Arteria received in March. If you convert this, you get AUD 221 million in distributions. We also received distributions from Warnow Tunnel and Chicago Skyway, totaling AUD 22 million during the period. In addition, we received interest income on cash deposits because of higher interest rates and foreign exchange gains due to the weakening of the Australian dollar against the U.S. dollar. We also paid our corporate costs and other one-off expenditure items. This gets us to the AUD 223 million net corporate cash flow. We had $172 million of cash on the balance sheet at December '22, plus the $223 million of corporate cash flows during the period. Deducting the distribution we paid out in March, we closed 30 June with a cash balance of AUD 105 million. Let's turn to Slide 25 to look at APRR, the most significant contributor to our performance. APRR consolidated net profit for the first half was around 6% above the first half of last year. I will step through some of the drivers of this performance. Operating revenue increased with the uplift in traffic and toll increases from 1 February. Operating expenses increased due to the inclusion of costs associated with the A79. Higher costs related to the fully business and higher operational taxes, reflecting an increase in TAT due to higher traffic and rate escalation. The increase in depreciation and amortization is due to the completion of major capital expenditure works and the inclusion of the A79. We have also included in the table the bridge from APRR consolidated NPAT to the APRR company NPAT. As we just saw on the cash flow waterfall, the company NPAT drives the distribution paid from APRR. The APRR net consolidated adjustments consist mostly of intercompany loan arrangements between APRR and AREA, which expire at the end of 2023. The intercompany loan reduced distributions by around EUR 100 million in 2022. The main driver of the decrease in the consolidation adjustments during the period was the IFRS accounting differences relating to the maintenance provision. Under the APRR standalone accounts, which are calculated under French GAAP accounting standards, the maintenance provision has decreased, reflecting the recent decrease of the TP09 construction index from December 2022 to June 2023. The maintenance provision is calculated differently on the APRR consolidated accounts, which are calculated under IFRS. Under IFRS, they take a longer-term approach where provisions are calculated over the remaining life of the asset. Here, the provision and other line has increased versus the prior period, primarily because of an increase of the 25-year average TP09 construction index and an increase in the maintenance plan. For more information on the composition of the various costs and tax line items for APRR, please refer to our investor reference pack, which was also released to the ASX this morning. On Slide 26, we have the CapEx program for APRR. Spend across the half was approximately EUR 120 million. CapEx guidance is unchanged from the year-end results and reflects the additional projects agreed as part of the EUR 410 million investment plan signed in February of this year. As a reminder, CapEx for 2023 until '27 is expected to be around EUR 350 million to EUR 400 million per year. Post this, CapEx is expected to revert to the average of around EUR 250 million per annum. Moving to Slide 27. APRR is rated A by Fitch and A- by S&P. Total debt outstanding currently sits at EUR 9 billion at the 30th of June, which includes EUR 1 billion at Eiffarie. Liquidity remains strong at EUR 3.1 billion, including EUR 1.1 billion of cash and a EUR 2 billion undrawn revolving credit facility. APRR has significant balance sheet capacity with net debt to EBITDA sitting at 3.2x versus the default covenant of 7.0x. Around EUR 1.4 billion of debt matured at APRR during the first half, of which EUR 500 million related to fixed coupon bonds and EUR 840 million being the short-term commercial paper. The commercial paper was repaid because the arbitrage benefit in holding the commercial paper and equivalent cash has reduced. The business has EUR 25 million of debt outstanding to mature in '23, of which EUR 20 million relates to scheduled amortization at Eiffarie, which will impact distributions paid to Atlas Arteria. And finally, 87% of debt at APRR is fixed, which provides protection in a rising interest rate environment. Turning to Slide 28, we see the results for Warnow Tunnel. Warnow benefited from rising inflation during the period. Tolls increased by an average of 6.4% on 1 November '22, driving a strong revenue outcome. With 75% of debt currently fixed, Warnow Tunnel is well positioned to benefit in the current high inflation environment. Warnow Tunnel paid a distribution of EUR 1.6 million in August to Atlas Arteria which will contribute to the distribution to securityholders. Turning to Slide 29 in Chicago Skyway. Graeme has touched on the fact that the increase in revenue of 8.6% for the half, with lower traffic was driven by toll increases implemented in January. Operating expenses increased, due to higher insurance premiums and fees associated with other business services. The Skyway is a high EBITDA margin business, with a margin of 85% for the half. This compares to 86% at APRR, 80% at Dulles Greenway and 71% at Warnow Tunnel. As flagged, capital expenditure increased following commencement of the Skyway transition plan. Guidance for the year is maintained at USD 19 million. As at 30 June, the Skyway had USD 1.4 billion in total debt, of which 87% is fixed, providing protection against short-term interest rate rises. The Skyway's debt service coverage ratio sits at 1.74x, well above Atlas Arteria's target range of 1.4x to 1.6x. Plus, it has a robust BBB+ credit rating from S&P. There is significant headroom above the investment grade credit metrics. As Graeme mentioned earlier, a key focus this year is the refinancing of maturing debt at Chicago Skyway and capital releases. We have appointed advisors to support the refinancing process and the lender and rating agency review is currently underway. Refinancing activities are expected to be completed in 2 tranches across '23 and '24. Capital releases from the re-financings in '23 and '24 will be used to smooth distributions in the short-term. Moving to Slide 30 and Dulles Greenway. Revenue increased by 9.5% compared to first half '22 due to growth in higher priced peak traffic. Importantly, liquidity within the business remained strong with USD 171 million of cash held on the balance sheet across restricted and unrestricted reserves at 30 June. At the end of the half, we had USD 53 million in locked cash on the balance sheet due to lock-up tests not being met. Moving to capital management on Slide 31. A reminder that we are focused on 3 key principles. Firstly, sustainable distributions funded from operating business cash flows. Secondly, appropriate gearing across the portfolio. And thirdly, funding to support growth and its objectives. All of APRR, Skyway and Warnow Tunnel support investment-grade capital structures. The Skyway is conservatively geared with a BBB+ rating and work is underway to align it to our view of an appropriate credit rating. We remain focused on strategies to deliver sustainable cash flows from Dulles Greenway, including reinstating an investment-grade capital structure as part of the overall project we are working on. At 30 June, we had around AUD 105 million on the corporate balance sheet as well as an undrawn $50 million corporate working capital facility. We have capacity to introduce a covenant-light holding company debt, if we choose. And as we have said before, if we were to raise new debt at the headco level, it would be on appropriate terms and for the right opportunity. An example could be the Dulles Greenway restructure. I'll now hand back to Graeme, who will go through our outlook.

Thank you, David. And turning to Slide 33. In summary, I'm very pleased to say that the outlook for Atlas Arteria is positive. Our financial position is robust, and we continue to deliver strong results. We are benefiting from a high inflation environment, which has driven meaningful toll increases and on the back of strong traffic increases in proportionate toll revenue and EBITDA. At Chicago Skyway, the transition plan is on track including the shift to a proactive maintenance approach. At APRR, we are actively engaged in the political review process, which will determine the outlook for the toll road concession model in France. And at Dulles Greenway, we continue to pursue a parallel strategy to unlock sustainable cash flows, including legislation to facilitate the implementation of distance-based tolling. All these results have enabled us to maintain our distribution guidance of $0.40 per security. In closing, I'd like to leave you with a reminder of what investors are buying when they invest in Atlas Arteria; Inflation-linked earnings, which are increasing the valuation of the company, a sustainable long-term distribution, strong organic growth potential and the balance sheet to facilitate that growth. And finally, a highly experienced team with a proven track record of executing complex transactions to deliver value. I would like to thank our security holders for your continuing support and the team at Atlas Arteria for their hard work. With that, I'd like to hand back to the operator for questions.

[Operator Instructions] Before we open the floor for questions, Mr. Bevans is going to make a brief statement regarding an anticipated question. Please go ahead.

Thank you, operator. Before starting the Q&A session, there is one question that you all have in mind. And it's a potential additional taxation of French toll roads, which has been mentioned by several ministers and the press has echoed it several times. At this stage, we have the same information as you. We have not seen the consultative opinion from the State Council, nor the beginning of a draft finance law about this topic. As I mentioned in my speech, we do anticipate that legislation to come forward in late September and to be debated in October. It is hence impossible for us to comment on the government's intentions. You can be assured that we are monitoring all developments in this matter. We're extremely well prepared and firmly intend to ensure our contracts are respected. We formally reject the idea of any over-profitability and the regulator, the ART shares that opinion in the report that they released in July. With that, I'll go back to the operator for the first question.

Your first question comes from Ian Myles with Macquarie.

You've sort of taken a little bit out, but can I just ask you in that level of uncertainty, how does it impact your formation of an FY '24 -- calendar year '24 dividend if the French government pursues some sort of taxing regime?

We've obviously done forecast analysis on unlikely outcomes. There have been a number of arguments put forward in support of the tax process. The first one was over-profitability, and with the ART report, that one has been effectively rolled out as an argument. The second argument that's being put forward is the reduction in corporate taxes in recent times. However, during the life of the concession, corporate taxes increased before they reduced. So that is not a convincing argument. And the other element is that they have to have an enforceable non-challengeable tax apply it to much more than the sector of roads. So it would have to be applied to airports, energy, you name it. It has to be a broad-ranging tax to avoid a breach of our contract.

Yes. No, I totally get that, and I expect there will be a lot of fighting. But in the interim between maybe them doing it, implementing it and maybe having a finalized outcome, it still comes to that FY '24 scenario. Is that the sort of amount which is big enough to probably move the dial? Or are you as a business willing to sort of cover that in the interim with -- if you have a strong view that you're going to win, et cetera, et cetera?

Yes. Look, until we see the legislation, which is about a month away, we're unable to answer that question. It depends how extreme the tax is. But as you know, and you've commented in your reports to investors, at this point in time, currency has been giving us tailwinds and probably gives us some capacity to absorb. We are not providing guidance on '24 today.

No, look, that's fine. I just wanted to touch that. And look, just on that APRR theme, commentary by Vance was very much a flat year for calendar year '23 versus calendar year '22. I gather APRR's traffic is only up about 0.5% for July. Do you share similar sort of views to Vance around that broader outlook of French traffic?

Look, our traffic in August was up 2% on '22, which was a very strong year. So we're seeing very solid traffic.

Your next question comes from Rob Koh with Morgan Stanley.

I'd like to just double check my understanding of the Skyway refinancing plan and, I guess, the corporate cash balance and liquidity. I guess, you've got a term loan of $160 million, tranche D of $115 million, that's on a 100% basis. And the term loan comes up by December. Should we be thinking that the corporate cash balance, where there's a bit of a buffer there and the corporate working capital facility is kind of a backup plan in case there's some kind of minor delay with the refinancing plan?

So, Rob, hi, it's David. If I talk briefly about what our plan is around refinancing the Skyway. And as you've pointed out, we have some maturities in December of this year at Skyway, which is a term loan and a CapEx loan. We are well-advanced in terms of talking to banks, forming a banking group. We have an advisor who is assisting us and we are proceeding to plan to refinance those maturities by December of this year. So, we do not expect that we will need any of the corporate cash balance or any capacity at HoldCo. We expect we will refinance those maturities at the Skyway level ahead of December.

Okay, great. So, just to make sure I get it. So, refinancing closes next few months and then usual Board processes to approve distributions and then you're kind of set for the Skyway portion of your expected cash flows. So that's the plan, yes?

Yes, Rob. And I'll just build on what I said. So, there's the refinancings at December and then we have the lifting gearing to smooth short-term distributions, which is a separate process to the expiries or maturities we have in December. Again, what we've said to market is, in the short-term, we will use those refinancings to smooth distributions. We are well-advanced. We said that we will look at this process over '23 and '24, so we certainly don't need to do it all at once. We have an advisor on Board, and we're at the moment talking to rating agencies and are well-advanced on that process. But again, that is a program over '23 and '24.

Your next question comes from Andre Fromyhr with UBS.

Maybe just following on from the refinancing and re-gearing of Skyway. Is your estimate of the opportunity for the sum of cash that that you can extract from Skyway consistent with the original business plan? I think you've previously cited $230 million in the first 2 years, but should we be looking at the comment today around the target debt service ratio as not necessarily a time-bound estimate, but just where you think the gearing should get to?

Sure. Happy to answer that. As you say, we did give guidance 12 months ago now as part of the acquisition materials where we referenced USD 230 million. We certainly don't need that quantum as of today for the reason that FX rates have improved significantly and the overall performance of the business is much stronger. As I mentioned before, we will look at the re-gearing or capital release process over both '23 and '24. So, we'll be conscious of market conditions and certainly won't do everything at once. So we will do what we need to smooth distributions in the short-term. The other comment I would make is, as you'd be well aware, interest rates are higher in the market. So that will have an effect on what the total capacity for re-gearing is, but there's certainly sufficient capacity to support the smoothing of distributions, as we outlined in the acquisition materials.

I think I'd just add to that, to the extent that there's comfort in the sort of net cash position we would achieve. And as we said at the time, for future re-gearings, we would look at excess availability through conservative re-gearings to be available for things like restructuring, Dulles Greenway, share buybacks, special distributions, whatever is most appropriate at the time.

Okay. If you don't mind me having a slight follow-up to that, are the discussions at the Skyway Board around that sort of re-gearing opportunity consistent? Do you share the same view? Or is there a scenario where you have to sort of compromise, I guess, on how large that opportunity is, given that, as you point out, interest rates have changed, conditions are different to when you initially took that stake?

So, as part of the acquisition, we spent a lot of time with Ontario Teachers prior to lodging our bid to ensure that we were on common ground in this context, and we remain on common ground.

Your next question comes from Owen Birrell with RBC.

Just a quick question on Dulles Greenway and the failed opportunity this year to restructure the regulatory environment for that asset. I'm just wondering, if you can provide us any feedback as to where you think that process fell down this year. I mean, I think we're all quietly confident that it started this year, but it appears that's just kind of faded away. And is that providing you with any, I guess, changes to the way you approach it for next year when it comes around again?

Yes. Look, I think there are 2 elements that became quite clear. The Republicans were very supportive of the process in the Assembly. The Transport Committee in the Senate was very supportive. And a clique in the Finance Committee in the Senate blocked the legislation. And that was driven out of a small component of the Democrat caucus. The question is, what is the outcome of the November elections? What I would say is that if we end up in a situation where the Senate is controlled by the Republicans. And so therefore, the chairmanship of the Finance Committee changes to a Republican, we have a reasonably strong chance of getting the legislation through in the January, February session. If we don't see a change then it's going to be a question of working to see what solution, if any, can be achieved. In the meantime, once we had failed to get the legislation through this year, we moved flat out to deliver a rate case, which we have done. And we're prosecuting that as hard as we can. And we will continue to pursue that avenue year on year on year. So that is how we will approach it. But obviously, until the election outcome is known, we can't determine what the legislative session is likely to be in the New Year. Legislation goes in at the end of November, and we're lining that up already. But obviously, the outcome of the election is critical.

That's great. Great color. And can I just also ask just on Greenway, whether the slow recovery in the traffic volumes coming through has any impact on the way that, I guess, the politicians are looking at this asset?

Not really having any particular effect. And obviously, we'll prosecute a lot of this through the rate case. So the rate case is a public document. We put it up on our website. Given the last rate case wasn't available to overseas people looking at the commission's website. So we've got it up on our website. So you can see there very clearly the arguments we're making.

Your next question comes from Nathan Lead with Morgans.

Thank you very much for your presentations. Just the first one for me, just a bit of detail, I suppose, if I go into that investor pack, looking at the Chicago Skyway cash flow. I was just a bit surprised about the drain on cash from the movement in working capital. It seems to be there in the half year, but not in the full year numbers. So could you just talk us through what's happening there, if that's a consistent thing now going forwards? Or is it just a seasonal thing?

Sure, Nathan. That is something that is seasonal and timing related. So at each June, at each half year, we have a slight delay in receivables with the timing of how -- when the receivables are settled. So that variance or that working capital movement won’t be there in December. And indeed, if you looked at previous December numbers, you would see the same impact. So it's half year, it's timing only, and it relates to receivables.

Can I ask what receivables? Because obviously, we're used to here in Australia, having just an electronic hard toll flow. So what's that relate to?

It's just it takes -- the following month is when the funds are received for billings from the previous month, so…

So it's basically the E-ZPass system, doesn't settle automatically, so there's a settlement process that you go through. And in June, that's delayed, whereas in December, it's accelerated.

Yes, right. Okay. Just a quick second one for me, if you don't mind. You made the comment about these potential new taxes in France, also made a comment that you'd see it as being a breach of contract if it was to come in. So can you just remind us what the protections are within the concession contract against such events?

Yes. So for a tax not to be in breach of our contract. It has to be a broadly applied tax. So it would have to be a tax on all airport concessions, all other concessions granted by the French government. And so if it were specifically targeted at toll roads, then it is a tax which we can litigate and we believe successfully defend against.

Okay. So it'd have to go through a legal process. There's not some formulaic protection within the contract.

Well, under the contract, we're entitled to compensation if a tax is levied specifically on toll roads.

Okay. But it's not formula-driven?

No. We're entitled to compensation. So -- and obviously, we're well prepared for such a claim, should it occur.

Your next question comes from Reinhardt van der Walt with Bank of America.

Graeme and David, I've just got a quick question on APRR's debt headroom. I appreciate that the debt coverage looks pretty good there, but given that you're getting towards the end of the concession life, I presume that your creditors are going to be looking at things like TLTR probably a little bit more closely. I mean, what's your estimate for the amount of debt headroom in that asset while maintaining at least an A- rating?

Yes. So effectively at this point in time, it is all part of the rating agency's assessment of the arrangements that we have in place. So it is already under consideration by the rating agencies in providing their ratings. And as you can see in our maturities, our maturities at this stage end in 2033 with 2 to 3 years to run on concessions. So, effectively we're well positioned in that context. The debt at the Eiffarie level is targeted to amortize over the remaining concession life. So that will be at 0 with $80 million per annum effectively repayment of that. And so what you can sort of see pretty clearly in the changes between the December year-end numbers and this half number is a fairly dramatic generation of cash and deleveraging that's occurred. So it's a company, which is spinning off cash way beyond our ability to distribute. And so our ability to repay this debt is very high.

I fully appreciate that the repayment ability is really strong, but I guess my question is how much debt headroom is there or how much can you gear this asset up for?

So under, as you've heard us talk about, the view of the French government and sort of an issue with toll roads globally is that, we are taking excess profits. And we've proven through the regulator that that is not the case. In the U.S., in Australia, people can re-gear businesses in such a way that you're taking cash off the table beyond the net profit of the business. In APRR, we do not assume any re-gearing other than in the acquisition of new businesses. So the A79 is a good example of that where we were able to fund that effectively from free cash flow and increase our earnings and extend the average concession life of the APRR Group. So absent growth opportunities, we've got a current bid out for the A41-2 that is expected to be signed in January. The government hasn't changed the date for that and hopefully we're still in the running for that project. So we are looking at opportunities to re-gear the balance sheet for growth, but it's a question of opportunity and there isn't the ability to re-gear to strip cash out of the business.

Okay, understood. So can I just then just confirm exactly then where does the potential holdco debt come from?

That was part of the original acquisition back in 2006. It's been significantly amortized since then and it's now I think just under $1 billion.

Your next question comes from Cameron McDonald with E&P.

Just a follow-on question actually from the last 1 around coming to the end of the concession and the potential for concession extension or not. So with the debt headroom that's in there, are you operating the business APRR in a manner in which you're assuming you are going to have to hand it back or are you operating it with the assumption that you will receive a concession extension or that you will be successful in bidding for a concession extension? Because my understanding is that under the EU rules that the concession would have to be retendered. And then how does the debt headroom within APRR and Eiffarie feed into that retendering process? Is that available for everyone? Or is that a competitive advantage for you as existing shareholders of that asset?

So, effectively APRR is the corporate entity which owns the concession. As such, the corporate ability to re-gear, et cetera, only belongs to us as the shareholders of APRR. A new concessionaire bidding for the business would have to raise debt funding at probably a higher cost than what we would be able to raise debt at within the APRR structure. So we have a competitive advantage in that context. The other competitive advantage is that we run 4 concessions, hopefully 5 in the not too distant future. And so our management and so forth are responsible for managing all of those concessions and those employees aren't available to an incoming bidder. So they would have to, it's like a greenfield, you have to do as we did with Atlas Arteria. It's a 12-month start-up process to get in place to be able to manage the business when you take control of the concession. So we've got a deep, strong competitive advantage in the re-bidding process. You're correct, it will go through an EU process without question, and it will be under a different regulatory regime as we've outlined in our presentation. What that regime will be, we're not sure of. The ART is the regulator, so we would expect it to be not hugely dissimilar to the airport model is probably a reasonable bet.

And Graeme, just as a follow-on to that, so the strategy of re-bidding, and I'm assuming you will re-bid, are the current shareholding structure in alignment or is there an opportunity for you to take a different percentage share or increase or decrease? And secondly, given that you are not the first concession to come up and SANEF is, would you consider, like what's the strategy in thinking around potentially bidding for SANEF in the event that you lose APRR, or if the bidders for SANEF or the concession holder for SANEF loses its concession to an alternative bidder, could that create further competition for bidding for the subsequent concessions that come up?

It's difficult to know what people's strategy is. One of the key reasons for our acquisition of Chicago Skyway was to create an environment for Atlas Arteria where we were able to competitively bid to at least maintain our position in APRR in a concession re-tender process. And based on our analysis, we will comfortably be able to do so. So that's otherwise we would have had a naturifying share price, which would have made participation in a bid for APRR difficult for Atlas Arteria to maintain. Both ourselves, our fellow shareholders in MAF and Eiffage are very keen to maintain APRR as an ongoing concession business.

That's great.

Your next question comes from Ian Myles with Macquarie.

Just a quick 1, I saw ADELAC paid its -- made in dividend. I was just sort of wondering what the philosophy of the dividend of ADELAC's going to be because it also paid a bucket load of shareholder loan notes back this half as well.

So, yes, Ian, hi, it's David. Thanks for the question. ADELAC repaid all its loans during the period, as you note. So first distribution was received during the period and I would expect that would be driven by the NPAT within the company, as is the case with APRR. So we would receive our proportion of that NPAT going forward.

What have you typically given us? What is the NPAT of the company?

I'd need to come back to you on that one, Myles.

That's fine. Okay.

Your next question comes from Rob Koh with Morgan Stanley.

Thanks for having me back, and I do apologize. I wanted to ask another question about French tax. If the answer to the question is we'll talk to you later that's totally fine. So I'm just looking at slide 53, and I notice there's a small update on the TAT, that the motorways have commenced litigation there. Just wondering, if you could give us some color on what that process is, and if that has any interaction at all with the kind of wider tax debate, please?

It is a good example of the contract in operation. The state is not allowed to change taxes specific to motorways without compensation, and the government arbitrarily decided that they were going to apply an indexation factor to TAT. We have therefore commenced litigation, having tried to negotiate with them unsuccessfully to litigate that, and it's in the process now, that litigation process proceeding. We believe we have an extremely strong case for that, and in the meantime, the voluntary payments that we were making to the Contribution Economic Territorial, we've ceased. And that is a greater cost to the budget than the additional tax that's being charged. So it's a point of principle why we're litigating it, because if you don't fight every point of principle on tax, you will end up having greater and greater demands upon you.

Understood. Appreciate it.

Your next question comes from Andre Fromyhr with UBS.

Thanks for the extra question. Just wanted to see, if you could provide any updates around the APRR consolidation adjustments. I know, you get asked about it every 6 months or so, but it's been pretty volatile from half-to-half. Should we be looking at that as more stable on an annual basis, or how should we think about it going forward?

Sure. No problem. Thanks for the question. There is volatility in that line, unfortunately. The reason is there's 3 main components. The first is the intercompany loan arrangements that exist between APRR and ARIA. Those arrangements will complete at the end of this year. So that element will be removed next year, and we've noted on the slide, which is Slide 25, that the impact of that in 2022 was EUR 100 million at APRR level. The other component within that line are the IFRS adjustments, and the one that's volatile is the one in relation to the provision for asset renewal or the maintenance provision under French GAAP. And the reason it's volatile is it's based on a particular resurfacing index, which is called the TP09 index. That index measures the inputs to resurfacing, and over the 6 months, the index reduced materially. So there is a benefit of circa EUR 24 million in that line for the movement -- the favorable movement in that index. In the prior corresponding period, the index went the other way, so it went up, so there was an unfavorable adjustment. So that component is very difficult to forecast, so that will remain subject to the TP09 index and how that moves. Other than that, the line is reasonably predictable. So that's -- you're right, it's a question we get each half, but the key driver of the volatility is the movement in that TP09 index.

That's all the time we have for our question-and-answer session. I'll now hand back to Mr. Bevans for closing remarks.

Thank you, operator. We appreciate your participation in the call today. If you have any further questions, please reach out to the Investor Relations team. They'll be pleased to assist you. Thank you and good day.

That does conclude our conference for today. Thank you for participating. You may now disconnect.