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THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
Southeast Airport Group | United Mexican States | |
(Translation of registrant’s name into English) | (Jurisdiction of incorporation or organization) |
Bosques de las Lomas
05120 México, D.F.
Mexico
(Address of principal executive offices)
Name of each exchange | ||
Title of each class: | on which registered | |
Series B Shares, without par value, or shares | New York Stock Exchange, Inc.* | |
American Depositary Shares, as evidenced by American Depositary Receipts, or ADSs, each representing ten shares | New York Stock Exchange, Inc. |
* | Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
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Year ended December 31, | ||||||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | ||||||||||||||||||||
(in thousands of constant Mexican pesos as of December 31, 2006)(1) | (thousands of | |||||||||||||||||||||||
dollars)(2) | ||||||||||||||||||||||||
Income statement data: | ||||||||||||||||||||||||
Mexican NIF: | ||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Aeronautical services(3) | Ps. | 1,187,630 | Ps. | 1,318,613 | Ps. | 1,602,630 | Ps. | 1,520,152 | Ps. | 1,587,904 | $ | 146,870 | ||||||||||||
Non-aeronautical services(4) | 271,316 | 340,181 | 521,961 | 627,308 | 651,057 | 60,218 | ||||||||||||||||||
Total revenues | 1,458,946 | 1,658,794 | 2,124,591 | 2,147,460 | 2,238,961 | 207,088 | ||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Costs of services | (404,451 | ) | (418,176 | ) | (502,494 | ) | (558,116 | ) | (620,036 | ) | (57,349 | ) | ||||||||||||
Technical assistance fee(5) | (44,011 | ) | (52,168 | ) | (71,991 | ) | (69,123 | ) | (71,037 | ) | (6,570 | ) | ||||||||||||
Concession fee(6) | (72,905 | ) | (82,910 | ) | (106,189 | ) | (107,373 | ) | (111,804 | ) | (10,341 | ) | ||||||||||||
General and administrative expenses | (125,817 | ) | (136,865 | ) | (113,710 | ) | (129,384 | ) | (118,628 | ) | (10,972 | ) | ||||||||||||
Depreciation and amortization | (394,077 | ) | (401,089 | ) | (429,597 | ) | (451,674 | ) | (487,788 | ) | (45,117 | ) | ||||||||||||
Operating income | 417,685 | 567,586 | 900,610 | 831,790 | 829,668 | 76,739 | ||||||||||||||||||
Net comprehensive financing (cost) income | 31,951 | 27,386 | (30,866 | ) | 23,669 | 15,214 | 1,407 | |||||||||||||||||
Income before taxes, employees’ statutory profit sharing and extraordinary items | 449,636 | 594,972 | 869,744 | 855,459 | 844,882 | 78,146 | ||||||||||||||||||
Provision for income taxes and employees’ statutory profit sharing | (180,768 | ) | (262,325 | ) | (198,053 | ) | (260,115 | ) | (301,113 | ) | (27,851 | ) | ||||||||||||
Income before extraordinary items | 268,868 | 332,647 | 671,691 | 595,344 | 543,769 | 50,295 | ||||||||||||||||||
Extraordinary items | (9,812 | ) | (20,267 | ) | (19,046 | ) | (9,327 | ) | (15,654 | ) | (1,448 | ) | ||||||||||||
Net income | 259,056 | 312,380 | 652,645 | 586,017 | 528,115 | 48,847 | ||||||||||||||||||
Basic and diluted earnings per share | 0.86 | 1.04 | 2.18 | 1.95 | 1.76 | 0.16 | ||||||||||||||||||
Basic and diluted earnings per ADS (unaudited)(7) | 8.64 | 10.41 | 21.75 | 19.53 | 17.60 | 1.63 | ||||||||||||||||||
U.S. GAAP: | ||||||||||||||||||||||||
Revenues | 1,458,946 | 1,658,794 | 2,124,591 | 2,147,460 | 2,235,092 | 206,731 | ||||||||||||||||||
Operating income | 497,256 | 650,427 | 903,964 | 789,862 | 830,997 | 76,862 | ||||||||||||||||||
Net income (loss) | (406,723 | ) | 304,729 | 267,153 | 470,261 | 415,961 | 38,474 | |||||||||||||||||
Basic and diluted earnings per share | (1.36 | ) | 1.02 | 0.89 | 1.57 | 1.39 | 0.13 | |||||||||||||||||
Basic and diluted earnings per ADS (unaudited)(7) | (13.56 | ) | 10.16 | 8.91 | 15.68 | 13.87 | 1.28 | |||||||||||||||||
Dividends per share(8) | 1.88 | 0.59 | 0.63 | 0.67 | 0.70 | 0.06 | ||||||||||||||||||
Other Operating Data (Unaudited): | ||||||||||||||||||||||||
Total passengers (thousands of passengers) | 10,996.6 | 12,190.0 | 13,897.1 | 13,321.3 | 13,779.9 | 13,779.9 | ||||||||||||||||||
Total air traffic movements (thousands of movements) | 194.9 | 198.0 | 219.8 | 209.9 | 220.5 | 220.5 | ||||||||||||||||||
Total revenues per passenger (in pesos or dollars) | 132.7 | 136.1 | 152.9 | 161.2 | 162.5 | 15.0 |
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As of and for the year ended December 31, | ||||||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | ||||||||||||||||||||
(in thousands of constant Mexican pesos as of December 31, 2006)(1) | (thousands of | |||||||||||||||||||||||
dollars)(2) | ||||||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||||||
Mexican NIF: | ||||||||||||||||||||||||
Cash and marketable securities | Ps. | 584,267 | Ps. | 803,442 | Ps. | 1,250,811 | Ps. | 1,595,743 | Ps. | 1,241,678 | $ | 114,847 | ||||||||||||
Total current assets | 849,950 | 1,155,653 | 1,543,010 | 1,933,931 | 1,640,690 | 151,753 | ||||||||||||||||||
Airport concessions, net | 8,939,377 | 8,690,595 | 8,441,814 | 8,193,031 | 7,944,154 | 734,781 | ||||||||||||||||||
Rights to use airport facilities, net | 2,470,923 | 2,386,955 | 2,309,871 | 2,183,373 | 2,165,316 | 200,277 | ||||||||||||||||||
Total assets | 13,269,308 | 13,552,213 | 14,036,374 | 14,633,450 | 14,941,401 | 1,381,979 | ||||||||||||||||||
Current liabilities | 144,431 | 176,365 | 206,148 | 367,164 | 245,341 | 22,692 | ||||||||||||||||||
Total liabilities | 602,320 | 717,982 | 782,993 | 1,079,753 | 1,156,300 | 106,950 | ||||||||||||||||||
Capital Stock | 12,335,507 | 12,335,507 | 12,335,507 | 12,335,507 | 12,335,507 | 1,140,951 | ||||||||||||||||||
Net equity/stockholders’ equity | 12,666,988 | 12,834,231 | 13,253,381 | 13,553,697 | 13,785,101 | 1,140,951 | ||||||||||||||||||
U.S. GAAP: | ||||||||||||||||||||||||
Cash and cash equivalents | 517,132 | 490,328 | 1,023,649 | 1,117,236 | 828,706 | 76,650 | ||||||||||||||||||
Total current assets | 849,950 | 1,155,652 | 1,543,010 | 1,979,655 | 1,664,500 | 153,960 | ||||||||||||||||||
Airport concessions, net | 269,775 | 208,581 | 149,009 | 89,448 | 29,796 | 2,756 | ||||||||||||||||||
Rights to use airport facilities | 1,937,925 | 1,874,951 | 1,815,827 | 1,706,238 | 1,655,139 | 153,089 | ||||||||||||||||||
Total assets | 7,181,713 | 7,338,586 | 7,447,822 | 7,885,714 | 7,974,239 | 737,563 | ||||||||||||||||||
Total liabilities | 145,198 | 173,779 | 205,874 | 373,494 | 256,721 | 23,745 | ||||||||||||||||||
Capital Stock | 6,736,070 | 6,736,070 | 6,736,070 | 6,736,070 | 6,736,070 | 623,041 | ||||||||||||||||||
Net equity/stockholders’ equity | 7,036,515 | 7,164,807 | 7,241,948 | 7,512,220 | 7,717,518 | 713,818 | ||||||||||||||||||
Cash Flow Data: | ||||||||||||||||||||||||
Mexican NIF: | ||||||||||||||||||||||||
Resources provided by operating activities | 659,975 | 742,604 | 1,207,267 | 1,288,464 | 1,031,626 | 95,418 | ||||||||||||||||||
Resources used in financing activities | (856,341 | ) | (145,139 | ) | (233,496 | ) | (285,702 | ) | (296,711 | ) | (27,444 | ) | ||||||||||||
Resources used in investing activities | (311,724 | ) | (378,292 | ) | (526,401 | ) | (657,830 | ) | (1,088,980 | ) | (100,723 | ) | ||||||||||||
Increase in cash and marketable securities | (508,090 | ) | 219,173 | 447,370 | 344,932 | (354,065 | ) | (32,749 | ) | |||||||||||||||
U.S. GAAP: | ||||||||||||||||||||||||
Cash flow provided by operating activities | 693,228 | 822,864 | 1,131,379 | 1,253,433 | 1,043,218 | 96,491 | ||||||||||||||||||
Cash flow used in financing activities | (856,341 | ) | (267,278 | ) | (259,435 | ) | (285,702 | ) | (296,711 | ) | (27,444 | ) | ||||||||||||
Cash flow (used in) provided by investing activities | 139 | (626,838 | ) | (353,866 | ) | (841,129 | ) | (991,516 | ) | (91,709 | ) | |||||||||||||
Effect of inflation on cash and cash equivalents | (11,639 | ) | 44,447 | 15,245 | (33,015 | ) | (43,521 | ) | (4,025 | ) | ||||||||||||||
Increase (decrease) in cash and cash equivalents | (174,613 | ) | (26,805 | ) | 533,323 | 93,587 | (288,530 | ) | (26,687 | ) |
(1) | Per share peso amounts are expressed in pesos (not thousands of pesos). | |
(2) | Translated into dollars at the rate of Ps. 10.8116 per U.S. dollar, the Mexican Central Bank exchange rate for Mexican pesos at January 2, 2007. Per share dollar amounts are expressed in dollars (not thousands of dollars). | |
(3) | Revenues from aeronautical services include those earned from passenger charges, landing charges, aircraft parking charges, charges for airport security services and charges for use of passenger walkways. | |
(4) | Revenues from non-aeronautical services are earned from the leasing of space in our airports, access fees collected from third parties providing services at our airports and miscellaneous other sources. | |
(5) | Since April 19, 1999, we have paid ITA a technical assistance fee under the technical assistance agreement entered into in connection with the purchase by Inversiones y Tecnicas Aeroportuarias, S.A. de C.V. (“ITA”) of its Series BB shares. This fee is described in “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Arrangements with ITA.” | |
(6) | Each of our subsidiary concession holders is required to pay a concession fee to the Mexican government under the Mexican Federal Duties Law. The concession fee is currently 5% of each concession holder’s gross annual revenues from the use of public domain assets pursuant to the terms of its concession. | |
(7) | Based on the ratio of 10 Series B shares per ADS. | |
(8) | Income tax was payable on the dividends because the distribution was not made from our after-tax earnings account. | |
(9) | Shares outstanding for all periods presented were 300,000,000. |
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Exchange Rate | ||||||||||||||||
Year Ended December 31, | High | Low | Period End | Average(1) | ||||||||||||
2002 | 10.43 | 9.00 | 10.43 | 9.75 | ||||||||||||
2003 | 11.41 | 10.11 | 11.24 | 10.85 | ||||||||||||
2004 | 11.64 | 10.81 | 11.15 | 11.31 | ||||||||||||
2005 | 11.41 | 10.41 | 10.63 | 10.89 | ||||||||||||
2006 | 11.46 | 10.43 | 10.80 | 10.90 | ||||||||||||
December 2006 | 10.99 | 10.77 | 10.80 | 10.85 | ||||||||||||
2007: | ||||||||||||||||
January 2007 | 11.09 | 10.77 | 11.04 | 10.96 | ||||||||||||
February 2007 | 11.16 | 10.92 | 11.16 | 11.00 | ||||||||||||
March 2007 | 11.18 | 11.01 | 11.04 | 11.11 | ||||||||||||
April 2007 | 11.03 | 10.92 | 10.93 | 10.98 | ||||||||||||
May 2007 | 10.93 | 10.74 | 10.74 | 10.82 |
(1) | Average of month-end rates or daily rates, as applicable. | |
Source: | Federal Reserve noon buying rate. |
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• | projections of operating revenues, net income (loss), net income (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios, | |
• | statements of our plans, objectives or goals, | |
• | statements about our future economic performance or that of Mexico or other countries in which we operate, and | |
• | statements of assumptions underlying such statements. |
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• | 45,000,000 Series BB shares representing 15% of our outstanding capital stock (as of the date hereof, Series BB shares represent 7.65% of our outstanding capital stock. Please see “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Tender Offer by Fernando Chico Pardo”), | |
• | three options to subscribe for newly issued Series B shares, all of which have expired unexercised, and | |
• | the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement, a technical assistance agreement and a |
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shareholders’ agreement under terms established during the public bidding process. These agreements are described in greater detail under “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.” |
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Year ended December 31, | ||||||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | Total | |||||||||||||||||||
(thousands of pesos)(1) | ||||||||||||||||||||||||
Cancun(2) | Ps. | 334,960 | Ps. | 432,206 | Ps. | 847,797 | Ps. | 1,052,919 | Ps. | 83,298 | Ps. | 2,751,180 | ||||||||||||
Merida | 25,184 | 27,710 | 46,255 | 31,188 | 2,321 | 132,658 | ||||||||||||||||||
Cozumel | 10,598 | 68,984 | 12,442 | 16,280 | 10,828 | 119,132 | ||||||||||||||||||
Villahermosa | 47,407 | 63,602 | 6,360 | 11,892 | 1,303 | 130,564 | ||||||||||||||||||
Oaxaca | 21,502 | 21,150 | 10,257 | 6,624 | 4,829 | 64,362 | ||||||||||||||||||
Veracruz | 25,161 | 21,287 | 11,616 | 11,205 | 1,496 | 70,765 | ||||||||||||||||||
Huatulco | 9,820 | 5,450 | 3,990 | 6,816 | 52,560 | 78,636 | ||||||||||||||||||
Tapachula | 20,202 | 4,447 | 9,217 | 8,158 | 801 | 42,825 | ||||||||||||||||||
Minatitlan | 10,559 | 6,156 | 4,838 | 2,023 | 3,062 | 26,638 | ||||||||||||||||||
Total | Ps. | 505,393 | Ps. | 650,992 | Ps. | 952,772 | Ps. | 1,147,105 | Ps. | 160,498 | Ps. | 3,416,760 | ||||||||||||
(1) | Expressed in adjusted pesos as of December 31, 2006 based on the Mexican construction price index in accordance with the terms of our master development plan. | |
(2) | The master development plan for Cancun airport was modified in the fourth quarter of 2005 to reflect our decision to build a new terminal rather than implement extensive expansion and remodeling of existing terminals, and to reflect an accelerated timetable for the construction of a second runway once the necessary land to construct it is received from the government. The Ministry of Communications and Transportation approved the modified plan and recognized Ps. 1,433 million in investments as of December 31, 2006. |
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Year ended December 31, | (thousands of pesos)(1) | |||
2004 | Ps. | 442,937 | ||
2005 | 715,010 | |||
2006(2) | 1,040,633 |
(1) | Expressed in constant pesos with purchasing power as of December 31, 2006. | |
(2) | Does not include the Ps. 48.3 million in connection with the re-opening of Terminal 1 at the Cancun airport. |
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2004 | 2005 | 2006 | ||||||||||
(thousands of pesos) | ||||||||||||
Revenues: | ||||||||||||
Aeronautical Services | Ps. | 1,602,630 | Ps. | 1,520,152 | Ps. | 1,587,904 | ||||||
Non-Aeronautical Services | 521,961 | 627,308 | 651,057 | |||||||||
Total | Ps. | 2,124,591 | Ps. | 2,147,460 | Ps. | 2,238,961 | ||||||
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• | increasing and improving the security training of airport personnel, | |
• | increasing the supervision and responsibilities of both our security personnel and airline security personnel that operate in our airports, |
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• | issuing new electronic identification cards to airport personnel, | |
• | reinforcing control of different access areas of our airports, and | |
• | physically changing the access points to several of the restricted areas of our airports. |
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(in thousands)
Percentage of | ||||||||||||||||||||||||
Region | 2002 | 2003 | 2004 | 2005 | 2006 | Total 2006 | ||||||||||||||||||
Mexico(2) | 4,814 | 5,309 | 5,620 | 5,493 | 6,016 | 43.7 | % | |||||||||||||||||
United States | 4,438 | 4,925 | 5,928 | 5,580 | 5,301 | 38.5 | % | |||||||||||||||||
Europe | 790 | 985 | 1,265 | 1,201 | 1,354 | 9.8 | % | |||||||||||||||||
Canada | 632 | 712 | 805 | 767 | 851 | 6.2 | % | |||||||||||||||||
Latin America | 315 | 256 | 279 | 280 | 255 | 1.8 | % | |||||||||||||||||
Asia and others | 8 | 3 | 0 | 0 | 3 | 0.0 | % | |||||||||||||||||
Total | 10,997 | 12,190 | 13,897 | 13,321 | 13,780 | 100 | % |
(1) | Figures exclude passengers in transit and private aviation passengers. | |
(2) | Figures include domestic flights taken by international passengers; in 2006, such flights accounted for 1.8%. |
(in thousands)
Year ended December 31, | ||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | ||||||||||||||||
Passengers: | ||||||||||||||||||||
Total | 10,996.6 | 12,190.0 | 13,897.3 | 13,321.3 | 13,779.9 | |||||||||||||||
Air traffic movements:(1) | ||||||||||||||||||||
Total | 194.9 | 198.0 | 219.8 | 209.9 | 220.5 | |||||||||||||||
(1) | Includes landings and departures, in thousands. Air traffic movement data include the Cancun charter terminal for all periods, because ASUR earned landing fees from all landings regardless of the terminal used. |
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(in thousands)
Year ended December 31, | ||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | ||||||||||||||||
Cancun | 7,718.0 | 8,684.2 | 10,010.7 | 9,301.5 | 9,728.1 | |||||||||||||||
Merida | 849.6 | 899.6 | 931.1 | 1,021.9 | 1,007.2 | |||||||||||||||
Cozumel | 445.9 | 455.8 | 584.4 | 486.6 | 370.7 | |||||||||||||||
Villahermosa | 499.1 | 599.7 | 673.3 | 717.4 | 725.0 | |||||||||||||||
Oaxaca | 433.2 | 461.0 | 543.2 | 563.7 | 495.6 | |||||||||||||||
Veracruz | 479.6 | 514.6 | 563.5 | 579.4 | 718.0 | |||||||||||||||
Huatulco | 268.4 | 259.4 | 270.8 | 312.0 | 375.3 | |||||||||||||||
Tapachula | 176.8 | 184.8 | 193.8 | 192.3 | 188.1 | |||||||||||||||
Minatitlan | 126.0 | 130.9 | 126.5 | 146.5 | 171.9 | |||||||||||||||
Total | 10,996.6 | 12,190.0 | 13,897.3 | 13,321.3 | 13,779.9 | |||||||||||||||
Year ended December 31, | ||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | ||||||||||||||||
Cancun | 82,730 | 87,347 | 97,575 | 93,761 | 97,228 | |||||||||||||||
Merida | 22,827 | 24,213 | 26,534 | 25,449 | 27,610 | |||||||||||||||
Cozumel | 14,015 | 12,813 | 14,355 | 13,381 | 12,122 | |||||||||||||||
Villahermosa | 18,244 | 20,299 | 22,267 | 19,892 | 21,098 | |||||||||||||||
Oaxaca | 15,479 | 15,111 | 17,502 | 17,796 | 16,148 | |||||||||||||||
Veracruz | 19,034 | 19,737 | 22,228 | 20,520 | 24,905 | |||||||||||||||
Huatulco | 5,922 | 5,461 | 6,152 | 6,996 | 7,179 | |||||||||||||||
Tapachula | 12,032 | 7,658 | 7,686 | 6,169 | 6,621 | |||||||||||||||
Minatitlan | 4,602 | 5,362 | 5,598 | 5,937 | 7,625 | |||||||||||||||
Total | 194,885 | 198,001 | 219,897 | 209,901 | 220,536 | |||||||||||||||
(1) | Includes departures and landings. |
Year ended December 31, | ||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | ||||||||||||||||
Commercial Aviation | 147,362 | 143,788 | 162,596 | 157,686 | 168,711 | |||||||||||||||
Charter Aviation | 14,700 | 22,535 | 23,061 | 20,004 | 17,747 | |||||||||||||||
General Aviation(1) | 32,823 | 31,678 | 34,240 | 32,211 | 34,078 | |||||||||||||||
Total | 194,885 | 198,001 | 219,897 | 209,901 | 220,536 | |||||||||||||||
(1) | General aviation generally consists of small private aircraft. |
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Percentage of ASUR Revenues | ||||||||||||
Year ended December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Customer | ||||||||||||
Compania Mexicana de Aviacion, S.A. de C.V. (Mexicana) | 9.6 | % | 10.4 | % | 9.1 | % | ||||||
American Airlines | 6.8 | % | 6.1 | % | 5.8 | % | ||||||
Aerovias de Mexico, S.A. de C.V. (Aeromexico) | 6.2 | % | 5.1 | % | 5.9 | % | ||||||
Continental Airlines | 5.4 | % | 5.1 | % | 4.7 | % | ||||||
Aerovias Caribe, S.A. de C.V. (Click) | 3.3 | % | 3.3 | % | 3.5 | % | ||||||
Aviation Support S.A. de C.V. | 2.0 | % | 2.2 | % | 2.9 | % | ||||||
Aviacion Comercial Especializada S.A. de C.V. | 4.0 | % | 3.8 | % | 3.0 | % | ||||||
Comercializadora de Productos en Aeropuertos | 0 | % | 0.3 | % | 0.0 | % | ||||||
Consorcio Aviacsa, S.A. de C.V. | 3.6 | % | 4.3 | % | 4.2 | % | ||||||
American Trans Air | 1.3 | % | 1.1 | % | 0.0 | % | ||||||
Petroservicios de Mexico, S.A. de C.V. | 2.5 | % | 2.1 | % | 0.5 | % | ||||||
Other | 55.3 | % | 56.2 | % | 60.4 | % | ||||||
Total | 100.0 | % | 100 | % | 100. | % | ||||||
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• | the Mexican Airport Law, enacted December 22, 1995, | |
• | the regulations to the Mexican Airport Law, enacted February 17, 2000, | |
• | the Mexican Communications Law, enacted February 19, 1940, | |
• | the Mexican Civil Aviation Law, enacted May 12, 1995, | |
• | the Mexican Federal Duties Law, enacted December 31, 1981, | |
• | the Mexican National Assets Law, enacted May 20, 2004, and | |
• | the concessions that entitle our subsidiaries to operate our nine airports, which were granted in 1998 and amended in 1999. |
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• | grant, modify and revoke concessions for the operation of airports, | |
• | establish air transit rules and rules regulating take-off and landing schedules through the Mexican air traffic control authority, | |
• | take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services, | |
• | approve any transaction or transactions that directly or indirectly may result in a change of control of a concession holder, | |
• | approve the master development plans prepared by each concession holder every five years, | |
• | determine each airport’s maximum rates, | |
• | approve any agreements entered into between a concession holder and a third party providing airport or complementary services at its airport, | |
• | establish safety regulations, | |
• | monitor airport facilities to determine their compliance with the Mexican Airport Law, other applicable laws and the terms of the concessions, and |
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• | impose penalties for failure to observe and perform the rules under the Mexican Airport Law, the Mexican Airport Law regulations and the concessions. |
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• | Airport Services.Airport services may be rendered only by the holder of a concession or a third party that has entered into an agreement with the concession holder to provide such services. These services include: —the use of airport runways, taxiways and aprons for landing, aircraft parking and departure, —the use of hangars, passenger walkways, transport buses and automobile parking facilities, —the provision of airport security services, rescue and firefighting services, ground traffic control, lighting and visual aids, —the general use of |
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terminal space and other infrastructure by aircraft, passengers and cargo, and —the provision of access to an airport to third parties providing complementary services (as defined in the Mexican Airport Law) and third parties providing permanent ground transport services (such as taxis). | ||
• | Complementary Services.Complementary services may be rendered by an airline, by the airport operator or by a third party under agreements with airlines or the airport operator. These services include: —ramp and handling services, —passenger check-in, and —aircraft security, catering, cleaning, maintenance, repair and fuel supply and related activities that provide support to air carriers. | |
• | Commercial Services.Commercial services involve services that are not considered essential to the operation of an airport or aircraft, and include: —the leasing of space to retailers, restaurants and banks, and —advertising. |
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• | airport growth and development expectancies, | |
• | 15-year projections for air traffic demand (including passenger, cargo and operations), | |
• | construction, conservation, maintenance, expansion and modernization programs for infrastructure, facilities and equipment, | |
• | five-year detailed investment program and planned major investments for the following ten years, | |
• | probable sources of financing, | |
• | descriptive airport plans, and | |
• | environmental protection measures. |
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Year ended December 31, | ||||||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | Total | |||||||||||||||||||
(thousands of pesos)(1) | ||||||||||||||||||||||||
Cancun(2) | Ps. | 334,960 | Ps. | 432,206 | Ps. | 847,797 | Ps. | 1,052,919 | Ps. | 83,298 | Ps. | 2,751,180 | ||||||||||||
Merida | 25,184 | 27,710 | 46,255 | 31,188 | 2,321 | 132,658 | ||||||||||||||||||
Cozumel | 10,598 | 68,984 | 12,442 | 16,280 | 10,828 | 119,132 | ||||||||||||||||||
Villahermosa | 47,407 | 63,602 | 6,360 | 11,892 | 1,303 | 130,564 | ||||||||||||||||||
Oaxaca | 21,502 | 21,150 | 10,257 | 6,624 | 4,829 | 64,362 | ||||||||||||||||||
Veracruz | 25,161 | 21,287 | 11,616 | 11,205 | 1,496 | 70,765 | ||||||||||||||||||
Huatulco | 9,820 | 5,450 | 3,990 | 6,816 | 52,560 | 78,636 | ||||||||||||||||||
Tapachula | 20,202 | 4,447 | 9,217 | 8,158 | 801 | 42,825 | ||||||||||||||||||
Minatitlan | 10,559 | 6,156 | 4,838 | 2,023 | 3,062 | 26,638 | ||||||||||||||||||
Total | Ps. | 505,393 | Ps. | 650,992 | Ps. | 952,772 | Ps. | 1,147,105 | Ps. | 160,498 | Ps. | 3,416,760 | ||||||||||||
(1) | Expressed in constant pesos with purchasing power as of December 31, 2006 based on the Mexican construction price index in accordance with the terms of our master development plan. | |
(2) | The master development plan for Cancun airport was modified in the fourth quarter of 2005 to reflect our decision to build a new terminal rather than implement extensive expansion and remodeling of existing terminals, and to reflect an accelerated timetable for the construction of a second runway once the necessary land is received from the government. The Ministry of Communications and Transportation approved the modified plan and recognized Ps. 1,433 million in investments as of December 31, 2006. |
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• | revenues from airport services (as defined under the Mexican Airport Law), other than automobile parking, and | |
• | access fees earned from third parties providing complementary services, other than those related to the establishment of administrative quarters that the Ministry of Communications and Transportation determines to be non-essential. |
Maximum Rates(1)(2) | ||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | ||||||||||||||||
Cancun | Ps. | 125.34 | Ps. | 124.40 | Ps | 123.46 | Ps. | 122.53 | Ps. | 121.61 | ||||||||||
Merida | 94.46 | 93.75 | 93.05 | 92.36 | 91.67 | |||||||||||||||
Cozumel | 134.48 | 133.47 | 132.46 | 131.47 | 130.49 | |||||||||||||||
Villahermosa | 109.44 | 108.60 | 107.80 | 106.99 | 106.19 | |||||||||||||||
Oaxaca | 115.39 | 114.51 | 113.65 | 112.80 | 111.96 | |||||||||||||||
Veracruz | 98.01 | 97.27 | 96.53 | 95.82 | 95.09 | |||||||||||||||
Huatulco | 110.85 | 110.03 | 96.61 | 108.38 | 107.57 | |||||||||||||||
Tapachula | 137.85 | 136.82 | 135.80 | 134.78 | 133.77 | |||||||||||||||
Minatitlan | 117.49 | 116.62 | 115.74 | 114.87 | 114.01 |
(1) | Expressed in adjusted pesos as of December 31, 2006 based on the Mexican producer price index (excluding petroleum). | |
(2) | Our concessions provide that each airport’s maximum rate may be adjusted annually to take account of projected improvements in efficiency. For the five-year period ending December 31, 2008, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.75%. |
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• | Projections for the fifteen-year period of work load units (each of which is equivalent to one passenger or 100 kilograms (220 pounds) of cargo), operating costs and expenses (excluding amortization and depreciation) related to services subject to price regulation. | |
• | Projections for the fifteen-year period of capital expenditures related to regulated services, based on air traffic forecasts and quality of standards for services to be derived from the master development plans. | |
• | Reference values, which were established in the concessions and are designed to reflect the net present value of the regulated revenues minus the corresponding regulated operating costs and expenses (excluding amortization and depreciation), and capital expenditures related to the provision of regulated services plus a terminal value. | |
• | A discount rate to be determined by the Ministry of Communications and Transportation. The concessions provide that the discount rate shall reflect the cost of capital to Mexican and international companies in the airport industry (on a pre-tax basis), as well as Mexican economic conditions. The concessions provide that the discount rate shall be at least equal to the average yield of long-term Mexican government debt securities quoted in the international markets during the prior 24 months plus a risk premium to be determined by the Ministry of Communications and Transportation based on the inherent risk of the airport business in Mexico. |
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• | Change in law or natural disasters.A concession holder may request an adjustment in its maximum rates if a change in law with respect to quality standards or safety and environmental protection results in operating costs or capital expenditures that were not contemplated when its maximum rates were determined. In addition, a concession holder may also request an adjustment in its maximum rates if a natural disaster affects demand or requires unanticipated capital expenditures. There can be no assurance that any request on these grounds would be approved, or that we would make such a request. | |
• | Macroeconomic conditions.A concession holder may also request an adjustment in its maximum rates if, as a result of a decrease of at least 5% in Mexican gross domestic product in a 12-month period, the work load units processed in the concession holder’s airport are less than that projected when its maximum rates were determined. To grant an adjustment under these circumstances, the Ministry of Communications and Transportation must have already allowed the concession holder to decrease its projected capital improvements as a result of the decline in passenger traffic volume. There can be no assurance that any request on these grounds would be approved, or that we would make such a request. | |
• | Increase in concession fee under Mexican Federal Duties Law.An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates. There can be no assurance that any request on these grounds would be approved. | |
• | Failure to make required investments or improvements. The Ministry of Communications and Transportation annually is required to review each concession holder’s compliance with its master development plan (including the provision of services and the making of capital |
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investments). If a concession holder fails to satisfy any of the investment commitments contained in its master development plan, the Ministry of Communications and Transportation is entitled to decrease the concession holder’s maximum rates and assess penalties. | ||
• | Excess revenues.In the event that revenues subject to price regulation per work load unit in any year exceed the applicable maximum rate, the maximum rate for the following year will be decreased to compensate airport users for overpayment in the previous year. Under these circumstances, the Ministry of Communications and Transportation is also entitled to assess penalties against the concession holder. |
• | if a person acquires 35% or more of the shares of a concession holder, |
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• | if a person has the ability to control the outcome of meetings of the stockholders of a concession holder, | |
• | if a person has the ability to appoint a majority of the members of the board of directors of a concession holder, and | |
• | if a person by any other means acquires control of an airport. |
• | expiration of its term, | |
• | surrender by the concession holder, | |
• | revocation of the concession by the Ministry of Communications and Transportation, | |
• | reversion (rescate) of the Mexican government-owned assets that are the subject of the concession (principally real estate, improvements and other infrastructure), | |
• | inability to achieve the purpose of the concession, except in the event offorce majeure, or | |
• | dissolution, liquidation or bankruptcy of the concession holder. |
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• | the failure by a concession holder to begin operating, maintaining and developing an airport pursuant to the terms established in the concession, | |
• | the failure by a concession holder to maintain insurance as required under the Mexican Airport Law, | |
• | the assignment, encumbrance, transfer or sale of a concession, any of the rights thereunder or the assets underlying the concession in violation of the Mexican Airport Law, | |
• | any alteration of the nature or condition of an airport’s facilities without the authorization of the Ministry of Communications and Transportation, | |
• | consent to the use, or without the approval of air traffic control authorities, of an airport by any aircraft that does not comply with the requirements of the Mexican Civil Aviation Law, that has not been authorized by the Mexican air traffic control authority, or that is involved in the commission of a felony, | |
• | knowingly appointing or maintaining a chief executive officer or board member of a concession holder that is not qualified to perform his functions under the law as a result of having violated criminal laws, |
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• | a violation of the safety regulations established in the Mexican Airport Law and other applicable laws, | |
• | a total or partial interruption of the operation of an airport or its airport or complementary services without justified cause, | |
• | the failure of ASUR to own at least 51% of the capital stock of its subsidiary concession holders, | |
• | the failure to maintain the airport’s facilities, | |
• | the provision of unauthorized services, | |
• | the failure to indemnify a third party for damages caused by the provision of services by the concession holder or a third-party service provider, | |
• | charging prices higher than those registered with the Ministry of Communications and Transportation for regulated services or exceeding the applicable maximum rate, | |
• | any act or omission that impedes the ability of other service providers or authorities to carry out their functions within the airport, or | |
• | any other failure to comply with the Mexican Airport Law, its regulations and the terms of a concession. |
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• | parties who hold permits to operate civil aerodromes and intend to transform the aerodrome into an airport so long as (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous 5 years and (iii) the permit holder complies with all requirements of the concession, | ||
• | current concession holders when necessary to meet increased demand so long as (i) a new airport is necessary to increase existing capacity, (ii) the operation of both airports by a single concession holder is more efficient than other options, and (iii) the concession holder complies with all requirements of the concession, | ||
• | current concession holders when it is in the public interest for their airport to be relocated, | ||
• | entities in the federal public administration, and | ||
• | commercial entities in which local or municipal governments have a majority equity interest if the entities’ corporate purpose is to manage, operate, develop and/or construct airports. |
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Subsidiary | Ownership Interest | |||
Aeropuerto de Cancun, S.A. de C.V. | 99.99 | % | ||
Aeropuerto de Cozumel, S.A. de C.V. (1) | 99.99 | % | ||
Aeropuerto de Merida, S.A. de C.V. | 99.99 | % | ||
Aeropuerto de Huatulco, S.A. de C.V. (2) | 99.99 | % | ||
Aeropuerto de Oaxaca, S.A. de C.V. | 99.99 | % | ||
Aeropuerto de Veracruz, S.A. de C.V. (3) | 99.99 | % | ||
Aeropuerto de Villahermosa, S.A. de C.V. | 99.99 | % | ||
Aeropuerto de Tapachula, S.A. de C.V. (4) | 99.99 | % | ||
Aeropuerto de Minatitlan, S.A. de C.V. (5) | 99.99 | % | ||
Servicios Aeroportuarios del Sureste, S.A. de C.V. | 99.99 | % |
(1) | As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has an 18.1% equity participation in this airport. | |
(2) | As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 24.2% equity participation in this airport. | |
(3) | As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has an 8.9% equity participation in this airport. | |
(4) | As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 30.0% equity participation in this airport. | |
(5) | As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 30.0% equity participation in this airport. |
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Year ended December 31, | ||||||||||||||||||||||||
2004 | 2005 | 2006 | ||||||||||||||||||||||
(thousands of pesos, except percentages) | ||||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
Regulated Revenues: | ||||||||||||||||||||||||
Airport Services(1) | 1,673,657 | 78.8 | % | 1,601,756 | 74.6 | % | 1,671,636 | 74.7 | % | |||||||||||||||
Non-regulated Revenues: | ||||||||||||||||||||||||
Access fees from non-permanent ground transportation | 8,436 | 0.4 | % | 7,748 | 0.4 | % | 8,695 | 0.4 | % | |||||||||||||||
Car parking and related access fees | 27,670 | 1.3 | % | 34,040 | 1.6 | % | 37,710 | 1.7 | % | |||||||||||||||
Other fees | 3,375 | 0.1 | % | 3,179 | 0.1 | % | 2,362 | 0.1 | % | |||||||||||||||
Complementary Services(1) | 0 | 0.0 | % | 0 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||
Commercial Services | 397,186 | 18.7 | % | 478,745 | 22.3 | % | 494,550 | 22.1 | % | |||||||||||||||
Other Services | 14,267 | 0.7 | % | 21,992 | 1.0 | % | 24,008 | 1.0 | % | |||||||||||||||
Total | 2,124,591 | 100.0 | % | 2,147,460 | 100.0 | % | 2,238,961 | 100.0 | % | |||||||||||||||
(1) | Access fees charged to third parties providing complementary services in our airports are recorded under regulated airport services. |
Year ended December 31, | ||||||||||||||||||||||||
2004 | 2005 | 2006 | ||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
(millions of pesos, except percentages and workload unit data) | ||||||||||||||||||||||||
Aeronautical Revenue: | ||||||||||||||||||||||||
Passenger charges | 1,281.6 | 80.0 | % | 1,216.6 | 80.0 | % | 1,221.7 | 76.9 | % | |||||||||||||||
Landing charges | 121.5 | 7.6 | % | 121.4 | 8.0 | % | 117.6 | 7.4 | % | |||||||||||||||
Aircraft parking charges | 140.5 | 8.8 | % | 135.4 | 8.9 | % | 195.8 | 12.3 | % | |||||||||||||||
Airport security charges | 33.5 | 2.0 | % | 23.0 | 1.5 | % | 22.7 | 1.4 | % | |||||||||||||||
Passenger walkway charges | 25.5 | 1.6 | % | 23.8 | 1.6 | % | 30.1 | 1.9 | % | |||||||||||||||
Total Aeronautical Revenue | 1,602.6 | 100.0 | % | 1,520.2 | 100.0 | % | 1,587.9 | 100.0 | % | |||||||||||||||
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Year ended December 31, | ||||||||||||||||||||||||
2004 | 2005 | 2006 | ||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
(millions of pesos, except percentages and workload unit data) | ||||||||||||||||||||||||
Other Information: | ||||||||||||||||||||||||
Total workload units(1) | 14.3 | 13.8 | 14.3 | |||||||||||||||||||||
Total aeronautical revenue per workload unit | 112.1 | 110.2 | 111.0 | |||||||||||||||||||||
Change in aeronautical revenue | 21.9 | % | (5.1 | %) | 4.5 | % | ||||||||||||||||||
Change in total aeronautical revenues per workload unit(2) | 7.3 | % | (1.7 | %) | 0.7 | % |
(1) | In millions. Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. | |
(2) | In each case, as compared to previous year. |
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Year ended December 31, | ||||||||||||||||||||
% change | % change | |||||||||||||||||||
Airport | 2004 | 2005 | 2004-2005 | 2006 | 2005-2006 | |||||||||||||||
(in thousands, except percentages) | ||||||||||||||||||||
Cancun | 4,982.2 | 4,615.3 | (7.4 | %) | 4,820.2 | 4.4 | % | |||||||||||||
Merida | 447.6 | 485.6 | 8.5 | % | 490.0 | 0.9 | % | |||||||||||||
Cozumel | 291.1 | 243.7 | (16.3 | %) | 182.3 | (25.2 | %) | |||||||||||||
Villahermosa | 341.9 | 359.6 | 5.2 | % | 359.7 | 0.0 | % | |||||||||||||
Other | 862.1 | 907.7 | 5.3 | % | 977.2 | 7.7 | % | |||||||||||||
Total | 6,924.9 | 6,611.9 | (4.5 | %) | 6,829.4 | 3.3 | % | |||||||||||||
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Year ended December 31, | ||||||||||||||||||||||||
2004 | 2005 | 2006 | ||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
(millions of pesos, except percentages and passenger data) | ||||||||||||||||||||||||
Non-aeronautical Services: | ||||||||||||||||||||||||
Commercial | 407.1 | 78.0 | % | 483.6 | 77.1 | % | 503.4 | 77.3 | % | |||||||||||||||
Leasing of space | 394.3 | 75.6 | % | 472.8 | 75.4 | % | 493.4 | 75.8 | % | |||||||||||||||
Access fee | 9.9 | 1.8 | % | 7.7 | 1.2 | % | 8.7 | 1.3 | % | |||||||||||||||
Other | 2.9 | 0.6 | % | 3.1 | 0.5 | % | 1.3 | 0.2 | % | |||||||||||||||
Non Commercial | 114.8 | 22.0 | % | 143.7 | 22.9 | % | 147.7 | 22.7 | % | |||||||||||||||
Leasing of space | 59.0 | 11.3 | % | 59.3 | 9.5 | % | 51.7 | 7.9 | % | |||||||||||||||
Access fee | 48.2 | 9.2 | % | 60.9 | 9.7 | % | 62.5 | 9.6 | % | |||||||||||||||
Other | 7.6 | 1.5 | % | 23.5 | 3.7 | % | 33.5 | 5.1 | % | |||||||||||||||
Total Non-aeronautical Revenue | 521.9 | 100.0 | % | 627.3 | 100.0 | % | 651.1 | 100.0 | % | |||||||||||||||
Other Information: | ||||||||||||||||||||||||
Total terminal passengers(1) | 13.9 | 13.3 | 13.8 | |||||||||||||||||||||
Non-aeronautical revenue per terminal passenger | 37.5 | 47.17 | 47.18 | |||||||||||||||||||||
Change in non-aeronautical revenue | 51.1 | % | 20.2 | % | 3.8 | % | ||||||||||||||||||
Change in total non-aeronautical revenue per terminal passenger(2) | 30.2 | % | 25.8 | % | 0.02 | % |
(1) | In millions. | |
(2) | In each case, as compared to previous year. |
Year ended December 31, | ||||||||||||||||||||
2004 | 2005 | 2006 | ||||||||||||||||||
Amount | Amount | % change | Amount | % change | ||||||||||||||||
(millions of pesos, except percentages) | ||||||||||||||||||||
Operating Costs: | ||||||||||||||||||||
Cost of services: | ||||||||||||||||||||
Employee costs | 230.8 | 244.2 | 5.8 | % | 269.6 | 10.4 | % | |||||||||||||
Maintenance | 92.3 | 101.7 | 10.1 | % | 103.9 | 2.2 | % | |||||||||||||
Safety, security and insurance | 72.3 | 71.0 | (1.8 | %) | 95.6 | 34.6 | % | |||||||||||||
Utilities | 54.3 | 57.1 | 5.2 | % | 62.5 | 9.5 | % | |||||||||||||
Other | 166.5 | 213.4 | 28.3 | % | 207.1 | (3.0 | %) | |||||||||||||
Total cost of services | 616.2 | 687.4 | 11.6 | % | 738.7 | 7.5 | % |
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Year ended December 31, | ||||||||||||||||||||
2004 | 2005 | 2006 | ||||||||||||||||||
Amount | Amount | % change | Amount | % change | ||||||||||||||||
(millions of pesos, except percentages) | ||||||||||||||||||||
Technical assistance fees | 72.0 | 69.1 | (4.0 | %) | 71.0 | 2.7 | % | |||||||||||||
Government concession fees | 106.2 | 107.4 | 1.1 | % | 111.8 | 4.1 | % | |||||||||||||
Depreciation and amortization: | ||||||||||||||||||||
Depreciation(1) | 170.6 | 177.2 | 3.8 | % | 223.4 | 26.1 | % | |||||||||||||
Amortization(2) | 258.9 | 274.5 | 6.0 | % | 264.4 | (3.7 | %) | |||||||||||||
Total depreciation and amortization | 429.5 | 451.7 | 5.2 | % | 487.8 | 8.0 | % | |||||||||||||
Total operating costs | 1,223.9 | 1,315.6 | 7.5 | % | 1,409.3 | 7.1 | % | |||||||||||||
Other Information: | ||||||||||||||||||||
Total workload units(3) | 14,352.7 | 13,788.3 | (3.9 | %) | 14,252.9 | 3.4 | % | |||||||||||||
Cost of services per workload unit | 42.9 | 49.9 | 16.1 | % | 51.8 | 4.0 | % | |||||||||||||
Cost of services margin(4) | 29.0 | % | 32.0 | % | 10.3 | % | 33.0 | % | 3.1 | % |
(1) | Reflects depreciation of fixed assets. | |
(2) | Reflects amortization of our concessions and recovered long-term leases (long-term third-party leases granted by our predecessor to operate commercial areas in our airports). | |
(3) | In thousands. Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. | |
(4) | Cost of services divided by total revenues, expressed as a percentage. |
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• | the percentage that the Mexican peso depreciated or appreciated against the U.S. dollar; | ||
• | the Mexican inflation rate; | ||
• | the U.S. inflation rate; and | ||
• | the percentage that the Mexican gross domestic product, or GDP, changed as compared to the previous period. |
Year ended December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Depreciation (appreciation) of the Mexican Peso as compared to the U.S. dollar(1) | (0.7 | %) | (4.6 | %) | 1.7 | % | ||||||
Mexican inflation rate(2) | 5.2 | % | 3.3 | % | 4.1 | % | ||||||
U.S. inflation rate(3) | 3.3 | % | 3.4 | % | 2.5 | % | ||||||
Increase in Mexican gross domestic product(4) | 4.2 | % | 3.0 | % | 4.8 | % |
(1) | Based on changes in the rates for calculating foreign exchange liabilities, as reported by Banco de Mexico, the Mexican Central Bank, at the end of each period, which were as follows: Ps. 11.1495 per U.S. dollar as of December 31, 2004, Ps. 10.6344 per U.S. dollar as of December 31, 2005 and Ps. 10.8116 per U.S. dollar as of December 31, 2006. | |
(2) | Based on changes in the Mexican consumer price index from the previous period, as reported by the Banco de Mexico. The Mexican consumer price index at year end was: 112.5500 in 2004, 116.3010 in 2005 and 121.0150 in 2006. | |
(3) | As reported by the U.S. Department of Labor, Bureau of Statistics. | |
(4) | In real terms, as reported by the Mexican National Statistical, Geographic and Information Institute (INEGI) as of February 16, 2007. |
• | Depreciation and amortization expense.We restate our non-monetary foreign assets to give effect to inflation. The restatement of these assets in periods of high inflation increases the carrying value of these assets in pesos, which in turn increases the related depreciation expense and risk of impairments. Our airport concessions are being amortized on a straight-line basis over the life of the concession and rights acquired. | ||
• | Passenger charges.Passenger charges for international passengers are currently denominated in dollars, while passenger charges for domestic passengers are denominated in pesos. Because Mexican NIF requires Mexican companies to restate their results of operations in prior periods in constant pesos as of the most recent balance sheet date, when the rate of inflation in a period exceeds the depreciation of the peso as compared to the dollar for that period, the peso value of dollar-denominated or dollar-linked revenues in the prior period will be higher than those of the current period. This effect may occur despite the fact that the amount of such revenues in dollar terms may have been greater in the current period. | ||
• | Comprehensive financing result (cost).As required by Mexican NIF, our comprehensive financing cost reflects gains or losses from foreign exchange, gains or losses from monetary position and gains and losses from interest and, as a result is impacted by both inflation and depreciation. |
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• | Maximum rates in pesos.Our tariffs for the services we provide to international flights or international passengers are denominated in U.S. dollars, but are generally paid in Mexican pesos based on the average exchange rate for the month prior to each flight. We generally collect passenger charges from airlines 60-115 days following the date of each flight. We intend to charge prices that are as close as possible to the maximum rates that we can charge. Since we are usually only entitled to adjust our specific prices once every six months (or earlier upon a cumulative increase of 5% in the Mexican producer price index, excluding petroleum), a depreciation of the peso as compared to the dollar, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, possibly leading to the termination of one of our concessions. In the event that any one of our concessions is terminated, our other concessions may also be terminated. In addition, if the peso appreciates as compared to the dollar we may underestimate the specific prices we can charge for regulated services and be unable to adjust our prices upwards to maximize our regulated revenues. |
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Year Ended December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Airport Operating Results | ||||||||||||
(millions of pesos) | ||||||||||||
Cancun: | ||||||||||||
Revenues: | ||||||||||||
Aeronautical services | Ps. | 1,212.2 | Ps. | 1,103.3 | Ps. | 1,166.2 | ||||||
Non-aeronautical services | 411.8 | 505.6 | 527.3 | |||||||||
Total revenues | 1,624.0 | 1,608.9 | 1,693.5 | |||||||||
Operating income | 851.6 | 780.2 | 810.4 | |||||||||
Merida: | ||||||||||||
Revenues: | ||||||||||||
Aeronautical services | 91.7 | 100.8 | 98.1 | |||||||||
Non-aeronautical services | 34.3 | 36.5 | 38.5 | |||||||||
Total revenues | 126.0 | 137.4 | 136.6 | |||||||||
Operating income | 15.4 | 19.5 | 14.2 | |||||||||
Villahermosa: | ||||||||||||
Revenues: | ||||||||||||
Aeronautical Services | 64.7 | 70.8 | 74.8 | |||||||||
Non Aeronautical Services | 18.5 | 21.4 | 22.2 | |||||||||
Total revenues | 83.2 | 92.2 | 97.0 | |||||||||
Operating income | 21.3 | 26.9 | 16.4 | |||||||||
Cozumel: | ||||||||||||
Revenues: | ||||||||||||
Aeronautical services | 66.2 | 59.7 | 45.5 | |||||||||
Non-aeronautical services | 18.6 | 17.6 | 15.6 | |||||||||
Total revenues | 84.8 | 77.3 | 61.1 | |||||||||
Operating (loss) income(1) | 15.5 | 11.8 | (5.9 | ) | ||||||||
Other:(2) | ||||||||||||
Revenues: | ||||||||||||
Aeronautical services | 167.9 | 185.6 | 203.3 | |||||||||
Non-aeronautical services | 38.7 | 46.2 | 47.5 | |||||||||
Total revenues | 206.5 | 231.7 | 250.8 | |||||||||
Operating (loss) income | (3.1 | ) | (6.6 | ) | (5.4 | ) | ||||||
Total: | ||||||||||||
Revenues: | ||||||||||||
Aeronautical services | 1,602.6 | 1,520.2 | 1,587.9 | |||||||||
Non-aeronautical services | 521.9 | 627.3 | 651.1 | |||||||||
Total revenues | 2,124.6 | 2,147.5 | 2,239.0 | |||||||||
Operating income | 900.6 | 831.8 | 829.7 |
(1) | The losses in 2006 reflect the decrease in passenger volume due to Hurricane Wilma, which we estimate will recover over time. | |
(2) | Reflects the results of operations of our parent holding company, our airports located in Veracruz, Minatitlan, Oaxaca, Huatulco and Tapachula and consolidation adjustments. |
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Year Ended December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
(thousands of pesos) | ||||||||||||
Revenues: | ||||||||||||
Aeronautical services | Ps | 1,602,630 | Ps. | 1,520,152 | Ps. | 1,587,904 | ||||||
Non-aeronautical services | 521,961 | 627,308 | 651,057 | |||||||||
Total revenues | 2,124,591 | 2,147,460 | 2,238,961 | |||||||||
Operating Expenses: | ||||||||||||
Cost of services | (502,494 | ) | (580,611 | ) | (641,173 | ) | ||||||
General and administrative expenses | (113,710 | ) | (106,889 | ) | (97,491 | ) | ||||||
Technical assistance(1) | (71,991 | ) | (69,123 | ) | (71,037 | ) | ||||||
Concession fee(2) | (106,189 | ) | (107,373 | ) | (111,804 | ) | ||||||
Depreciation and amortization | (429,597 | ) | (451,674 | ) | (487,788 | ) | ||||||
Total operating expenses | (1,223,981 | ) | (1,315,670 | ) | (1,409,293 | ) | ||||||
Operating income | 900,610 | 831,790 | 829,668 | |||||||||
Comprehensive Financing Result (Cost): | ||||||||||||
Interest income, net | 48,864 | 106,689 | 99,579 | |||||||||
Exchange (losses) gains, net | (7,477 | ) | (16,786 | ) | 3,957 | |||||||
Loss from monetary position | (72,253 | ) | (66,234 | ) | (88,322 | ) | ||||||
Net comprehensive financing (cost) income | (30,866 | ) | 23,669 | 15,214 | ||||||||
Income before taxes, employees’ statutory profit sharing and extraordinary items | 869,744 | 855,459 | 844,882 | |||||||||
Provision for income taxes and employees’ statutory profit sharing | (198,053 | ) | (260,115 | ) | (301,113 | ) | ||||||
Extraordinary items | (19,046 | ) | (9,327 | ) | (15,654 | ) | ||||||
Net income | 652,645 | 586,017 | 528,115 | |||||||||
Other Operating Data (Unaudited): | ||||||||||||
Operating margin(3) | 42.4 | % | 38.7 | % | 37.1 | % | ||||||
Net margin(4) | 30.7 | % | 27.3 | % | 23.6 | % |
(1) | We are required to pay ITA a technical assistance fee based on the technical assistance agreement. This fee is described in “Item 4. Information on the Company—History and Development of the Company—Investment by ITA.” | |
(2) | Each of our subsidiary concession holders is required to pay a concession fee to the Mexican government under the Mexican Federal Duties Law. The concession fee is currently 5% of each concession holder’s gross annual revenues from the use of public domain assets pursuant to the terms of its concession. | |
(3) | Operating income divided by total revenues, expressed as a percentage. | |
(4) | Net income divided by total revenues, expressed as a percentage. |
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Year ended December 31, | ||||||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | Total | |||||||||||||||||||
(thousands of pesos)(1) | ||||||||||||||||||||||||
Cancun(2) | Ps. | 334,960 | Ps. | 432,206 | Ps. | 847,797 | Ps. | 1,052,919 | Ps. | 83,298 | Ps. | 2,751,180 | ||||||||||||
Merida | 25,184 | 27,710 | 46,255 | 31,188 | 2,321 | 132,658 | ||||||||||||||||||
Cozumel | 10,598 | 68,984 | 12,442 | 16,280 | 10,828 | 119,132 | ||||||||||||||||||
Villahermosa | 47,407 | 63,602 | 6,360 | 11,892 | 1,303 | 130,564 | ||||||||||||||||||
Oaxaca | 21,502 | 21,150 | 10,257 | 6,624 | 4,829 | 64,362 | ||||||||||||||||||
Veracruz | 25,161 | 21,287 | 11,616 | 11,205 | 1,496 | 70,765 | ||||||||||||||||||
Huatulco | 9,820 | 5,450 | 3,990 | 6,816 | 52,560 | 78,636 | ||||||||||||||||||
Tapachula | 20,202 | 4,447 | 9,217 | 8,158 | 801 | 42,825 | ||||||||||||||||||
Minatitlan | 10,559 | 6,156 | 4,838 | 2,023 | 3,062 | 26,638 | ||||||||||||||||||
Total | Ps. | 505,393 | Ps. | 650,992 | Ps. | 952,772 | Ps. | 1,147,105 | Ps. | 160,498 | Ps. | 3,416,760 | ||||||||||||
(1) | Expressed in constant pesos with purchasing power as of December 31, 2006 based on the Mexican construction price index in accordance with the terms of our master development plan. | |
(2) | The master development plan for Cancun airport was modified in the fourth quarter of 2005 to reflect our decision to build a new terminal rather than implement extensive expansion and remodeling of existing terminals, and to reflect an accelerated timetable for the construction of a second runway once the necessary land is received from the government. The Ministry of Communications and Transportation approved the modified plan and recognized Ps. 1,433 million in investments as of December 31, 2006. |
Year ended December 31, | (thousands of pesos)(1) | |||
2004 | Ps. | 442,937 | ||
2005 | 715,010 | |||
2006(2) | 1,040,633 |
(1) | Expressed in constant pesos with purchasing power as of December 31, 2006. | |
(2) | Does not include the Ps. 48.3 million in connection with the re-opening of Terminal 1 at the Cancun airport. |
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• | NIFs and NIF Interpretations issued by the CINIF; |
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• | bulletins issued by the Accounting Principles Commission (Comision de Principios de Contabilidad or CPC) of the IMCP that have not been modified, superseded or eliminated by new NIFs; and | ||
• | applicable supplementary IFRSs. |
• | NIF A-1 “Structure of Financial Reporting Regulations” | ||
• | NIF A-2 “Basic Precepts” | ||
• | NIF A-3 “User Needs and Objectives of Financial Statements” | ||
• | NIF A-4 “Qualitative Characteristics of Financial Statements” | ||
• | NIF A-5 “Basic Elements of Financial Statements” | ||
• | NIF A-6 “Recognition and Assessment” | ||
• | NIF A-7 “Presentation and Disclosure” | ||
• | NIF A-8 “Supplementary Nature” | ||
• | NIF B-1 “Accounting Changes and Correction of Errors” | ||
• | NIF B-3 “Income Statement” | ||
• | NIF B-13 “Subsequent Event” | ||
• | NIF C-13 “Related Parties” | ||
• | NIF D-6 “Capitalizations of the Financing Integral Result” |
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Payments due by period (in millions of pesos) | |||||||||||||||||||||
Less than 1 | More than | ||||||||||||||||||||
Contractual Obligations | Total | year | 1-3 years | 3-5 years | 5 years | ||||||||||||||||
Master Development Plan | Ps. | 1,308.0 | Ps. | 1,147 | Ps. | 161 | — | — | |||||||||||||
Purchase Obligations | — | — | — | — | — | ||||||||||||||||
Operating Lease Obligations | 8 | 8 | 1 | — | — | ||||||||||||||||
Technical Assistance Agreement(1) | 71 | 71 | — | — | — | ||||||||||||||||
Capital (Finance) Lease Obligations | — | — | — | — | — | ||||||||||||||||
Long-Term Debt Obligations | — | — | — | — | — | ||||||||||||||||
Total | Ps. | 1,387 | Ps. | 1,225 | Ps. | 162 | — | — | |||||||||||||
(1) | Reflects fixed minimum amount due under the Technical Assistance Agreement. Actual amount to be paid in any year may be higher because technical assistance fees are calculated as the greater of a fixed dollar amount (subject to certain adjustments) and 5% of our annual consolidated earnings before comprehensive financing cost, income taxes and depreciation and amortization (determined in accordance with Mexican NIF and calculated prior to deducting the technical assistance fee). |
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Name | Title | Director Since | ||
Fernando Chico Pardo(1) | Director and Chairman | April 28, 2005 | ||
(also Chief Executive Officer) | ||||
Ricardo Guajardo Touche(3) | Director | February 28, 2001 | ||
Francisco Garza Zambrano(3) | Director | February 28, 2001 | ||
George J. Vojta(3) | Director | April 28, 2003 | ||
Valentin Diez Morodo(3) | Director | April 28, 2005 | ||
Alejandro Soberon Kuri(3) | Director | April 27, 2006 | ||
Rasmus Christiansen(2) | Director | April 27, 2007 |
(1) | Elected by ITA as holder of Series BB shares, with Luis Chico Pardo as Alternate. | |
(2) | Elected by ITA as holder of Series BB shares, with Torben Thyregod as Alternate. | |
(3) | Independent Director. |
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Name | Principal Occupation | Executive Officer since | ||
Fernando Chico Pardo* | Chief Executive Officer Director of Finance | January 19, 2007 | ||
Adolfo Castro Rivas* | (chief financial officer) | January 24, 2000 | ||
Gabriel Gurmendez Armand-Ugon | Director of Cancun Airport | November 20, 2004 | ||
Hector Navarrete Muñoz | Regional Director of Operations | January 15, 2003 | ||
Claudio Gongora Morales | General Counsel | April 19, 1999 | ||
Manuel Gutierrez Sola | Chief Commercial Officer | August 7, 2003 |
* | Appointed by ITA, as holder of Series BB shares. |
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NYSE Standards | Our Corporate Governance Practice | |
Director Independence.Majority of board of directors must be independent. §303A.01 | Pursuant to the Mexican Securities Market Law, we are required to have a board of directors composed of a maximum of 21 members, 25% of whom must be independent. Stockholders are required to make a determination as to the independence of our directors. Our bylaws provide that our Board |
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of Directors must be composed of such odd number of members as determined by our shareholders at the annual meeting, which shall not be less than seven and shall be subject to the maximum limit set forth by the Mexican Securities Market Law. Currently, our board has seven members, of which five are independent under the Sarbanes-Oxley Act of 2002 and as qualified by our shareholders as provided in the Mexican Securities Market Law. | ||
The definition of independence applicable to us pursuant to the Mexican Securities Market Law differs in certain respects from the definition applicable to U.S. issuers under the NYSE rules. | ||
Executive Sessions. Non-management directors must meet regularly in executive sessions without management. Independent directors should meet alone in an executive session at least once a year. §303A.03 | Our non-management and independent directors are not required to meet in executive sessions and generally do not do so. Executive sessions are not expressly recommended by the Mexican Code of Best Corporate Practices. | |
None of our members of management are members of our Board of Directors nor our other committees, except for our CEO, who is a member of the Board of Directors, the Operating Committee, the Acquisitions and Contracts Committee and the Nominations and Compensation Committee. | ||
Audit committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NYSE standards is required. §§303A.06, 303A.07 | We are in compliance with the independence requirements of Rule 10A-3, but the members of our Audit Committee are not required to satisfy the NYSE independence and other audit committee standards that are not prescribed by Rule 10A-3. | |
The principal characteristics of our Audit Committee are as follows: |
• | Our Audit Committee is composed of three members, all of whom are members of our board of directors. | ||
• | All of the members of our Audit Committee and the committee’s president are independent. | ||
• | The Chairman of the Audit Committee is appointed and/or removed exclusively by the general shareholders’ meeting. |
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• | Our Audit Committee operates pursuant to provisions in the Mexican Securities Market Law and our bylaws. | ||
• | Our Audit Committee submits an annual report regarding its activities to our Board of Directors. | ||
• | The duties of our Audit Committee include, among others, the following: |
– | overseeing of our internal auditing and controls systems, | ||
– | appointing and removing, and supervising our external auditor and establishing the scope of the external auditor’s duties and responsibilities, | ||
– | ensuring compliance with our bylaws by officers and directors of the company and its subsidiaries, | ||
– | making recommendations to the Nomination and Compensation Committee with respect to the removal of directors and officers for violations of the bylaws or any other applicable legal provision, | ||
– | overseeing compliance with the corporate governance provisions as set forth in the General Law of Business Companies (Ley General de Sociedades Mercantiles), and the Mexican Securities Market Law and protection of minority shareholder rights, | ||
– | overseeing related-party transactions, and | ||
– | preparing certain regular reports for the board of directors pursuant to the Mexican Securities Market Law and our bylaws. |
Nominating/corporate governance and compensation committee. Nominating/corporate governance committee of independent directors and compensation committee of independent directors are required. Compensation committee must approve executive officer compensation. Each committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. §303A.04 and §303A.05 | Pursuant to the Mexican Securities Market Law, we are required to have a committee that performs corporate governance functions (comite de practicas societarias). The board has vested all such functions and responsibilities in our Audit Committee. | |
The duties of our Audit Committee with |
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regard to corporate practices are, among others, the following: |
– | evaluating the performance of relevant officers, | ||
– | reviewing related-party transactions, and | ||
– | determining the total compensation package of the chief executive officer. |
We are not required to have a nominating or a compensation committee, but the Mexican Code of Best Corporate Practices recommends that companies have an evaluation and compensation committee. Our bylaws provide for a Nominations and Compensation Committee, which we believe carries out the principal duties of an evaluation and compensation committee and a nominating/corporate governance committee. The duties of our Nomination and Compensation Committee include, among others, the following: |
• | proposing individuals to serve as directors at the shareholders meeting, | ||
• | proposing individuals to serve as officers to the Board of Directors, | ||
• | proposing compensation for directors and officers at the shareholders’ meeting or to the Board of Directors, as applicable, | ||
• | proposing for consideration at the shareholders’ meeting the removal of members of the Board of Directors and officers, and | ||
• | submitting an annual report on its activities to the Board of Directors and the shareholders. |
Our Nomination and Compensation Committee is currently composed of three members who are appointed by the shareholders at the shareholders’ meeting. Pursuant to our bylaws, at least one member is appointed by the Series B shareholders and at least one member is appointed by the Series |
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BB shareholders. Our Nomination and Compensation Committee is not required to be composed of independent directors. | ||
Equity compensation plans.Equity compensation plans require shareholder approval, subject to limited exemptions. | Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. No equity-compensation plans have been approved by our shareholders. | |
Code of Ethics.Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers. §303A.10 | We have adopted a code of ethics applicable to all of our directors and executive officers, which is available to you free of charge upon request and at www.asur.com.mx. We are required by Item 16B of Form 20-F to disclose any waivers granted to our chief executive officer, chief financial officer and persons performing similar functions, as well as to our other officers/employees. |
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As of December 31, | As of December 31, | As of December 31, | ||||||||||
2004 | 2005 | 2006 | ||||||||||
Administrative Employees | ||||||||||||
Servicios Aeroportuarios del Sureste, S.A. de C.V. | 63 | 72 | 86 | |||||||||
Cancun Airport | 114 | 149 | 193 | |||||||||
Cozumel Airport | 10 | 19 | 19 | |||||||||
Huatulco Airport | 14 | 18 | 19 | |||||||||
Merida Airport | 34 | 44 | 43 | |||||||||
Minatitlan Airport | 12 | 18 | 18 | |||||||||
Oaxaca Airport | 12 | 20 | 22 | |||||||||
Tapachula Airport | 17 | 21 | 21 | |||||||||
Veracruz Airport | 19 | 25 | 25 | |||||||||
Villahermosa Airport | 14 | 21 | 23 | |||||||||
Total Administrative Employees | 309 | 407 | 469 | |||||||||
Unionized Employees | ||||||||||||
Servicios Aeroportuarios del Sureste, S.A. de C.V. | 0 | 0 | 0 | |||||||||
Cancun Airport | 109 | 112 | 116 | |||||||||
Cozumel Airport | 24 | 25 | 25 | |||||||||
Huatulco Airport | 19 | 19 | 19 | |||||||||
Merida Airport | 44 | 45 | 45 | |||||||||
Minatitlan Airport | 16 | 16 | 16 | |||||||||
Oaxaca Airport | 20 | 22 | 19 | |||||||||
Tapachula Airport | 16 | 16 | 16 | |||||||||
Veracruz Airport | 26 | 24 | 26 | |||||||||
Villahermosa Airport | 27 | 27 | 29 | |||||||||
Total Union Employees | 301 | 306 | 311 | |||||||||
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Tender Offer by Fernando Chico Pardo
On May 14, 2007 Agrupacion Aeroportuaria Internacional II, S.A. de C.V., an entity indirectly owned and controlled by Fernando Chico Pardo, made a tender offer for the purchase in Mexico and the United States of America of up to 127,950,001 Series B shares (including Series B shares represented by ADSs), representing approximately 42.65% of the outstanding capital stock of ASUR.
Thereafter, Agrupacion Aeroportuaria Internacional II, S.A. de C.V., resolved to waive the condition that it receive offers for at least 127,950,001 Series B shares and established that it would accept for purchase any number of Series B shares (including Series B shares represented by ADSs) offered for sale.
On June 22, 2007, Mr. Chico Pardo informed ASUR that the final aggregate number of ADSs that had been offered and accepted for payment in the tender offer in the United States of America was 2,867,302 ADSs (representing 28,673,020 Series B shares) and that the aggregate number of Series B shares offered and accepted for payment in the Mexican tender offer was 7,762,515.
A total of 12.15% of the aggregate capital stock of ASUR was offered and accepted for payment in the tender offer. The shares offered in the tender offer include Series B shares and ADSs previously directly owned by Mr. Chico Pardo and Copenhagen Airports.
In connection with the tender offers, on June 18, 2007, ITA, through Bancomext, notified ASUR of its decision to convert 22,050,000 Series BB shares into 22,050,000 Series B shares. ASUR was informed that these shares were transferred to Agrupacion Aeroportuaria Internacional, S.A. de C.V., an entity owned and controlled by Mr. Chico Pardo, as a result of a de-merger agreement between Mr. Chico Pardo and Copenhagen Airports.
Capital Stock Structure
Percentage of total | ||||||||||||||||
Number of Shares | share capital | |||||||||||||||
Identity of stockholder (1) | B Shares | BB Shares | B Shares(3) | BB Shares | ||||||||||||
Agrupacion Aeroportuaria Internacional II, S.A. de C.V. (2) | 36,435,535 | — | 12.15 | % | — | |||||||||||
ITA, through Bancomext (1) (2) (3) (4) | — | 22,950,000 | — | 7.65 | % | |||||||||||
Agrupacion Aeroportuaria Internacional, S.A. de C.V., through Bancomext (1) (2) (4) | 22,050,000 | — | 7.35 | % | — | |||||||||||
Public | 218,564,465 | — | 72.85 | % | — |
(1) | Pursuant to the Share Registry Book of ASUR, the shareholders that formally appear registered as such are (a) Indeval, as depositary of 255,000,000 Series B shares, (b) Bancomext, as holder of 22,050,000 Series B shares, and (c) Bancomext, as holder of 22,950,000 Series BB shares. | |
(2) | Our CEO Fernando Chico Pardo owns, directly or indirectly, (a) 51% of ITA, (b) 100% of Agrupación Aeroportuaria Internacional II, S.A. de C.V., and (c) 100% of Agrupacion Aeroportuaria Internacional II, S.A. de C.V. | |
(3) | Copenhagen Airports owns 49% of the capital stock of ITA . | |
(4) | Through the letter of instructions dated June 18, 2007, Bancomext, as trustee of the trust created under Trust Agreement dated December 18, 1998 and holder of 45,000,000 Series BB shares, informed ASUR of its decision to convert 22,050,000 Series BB shares into 22,050,000 Series B shares. |
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Years ended | ||||||||||||||||
December 31, | U.S.$ per ADR(1) | Pesos per Series B Share | ||||||||||||||
Low | High | Low | High | |||||||||||||
2002 | 10.17 | 11.75 | 10.80 | 12.00 | ||||||||||||
2003 | 15.95 | 17.60 | 18.50 | 19.70 | ||||||||||||
2004 | 18.58 | 27.05 | 17.38 | 30.15 | ||||||||||||
2005 | ||||||||||||||||
First Quarter | 27.26 | 33.70 | 30.60 | 37.12 | ||||||||||||
Second Quarter | 29.00 | 32.54 | 31.68 | 34.82 | ||||||||||||
Third Quarter | 37.05 | 41.79 | 39.71 | 45.00 | ||||||||||||
Fourth Quarter | 31.20 | 34.17 | 32.70 | 36.25 | ||||||||||||
2006 | ||||||||||||||||
First Quarter | 28.93 | 35.19 | 30.56 | 37.00 | ||||||||||||
Second Quarter | 30.60 | 39.66 | 35.00 | 43.80 | ||||||||||||
Third Quarter | 30.40 | 38.37 | 29.00 | 42.50 | ||||||||||||
Fourth Quarter | 36.85 | 45.16 | 39.90 | 49.29 |
U.S.$ per ADR(1) | Pesos per Series B Share | |||||||||||||||
Low | High | Low | High | |||||||||||||
Monthly Prices | ||||||||||||||||
December 2006 | 42.00 | 45.16 | 45.42 | 49.29 | ||||||||||||
January 2007 | 41.82 | 46.15 | 45.85 | 50.65 | ||||||||||||
February 2007 | 42.25 | 48.72 | 47.00 | 53.48 | ||||||||||||
March 2007 | 41.07 | 49.41 | 45.80 | 54.50 | ||||||||||||
April 2007 | 47.26 | 49.07 | 52.00 | 54.03 | ||||||||||||
May 2007 | 47.67 | 51.89 | 52.70 | 55.80 | ||||||||||||
June 2007(2) | 49.52 | 55.64 | 54.27 | 59.99 |
(1) | 10 Series B shares per ADR. | |
(2) | Through June 25, 2007. | |
Sources: | Mexican Stock Exchange and the New York Stock Exchange. |
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• | to acquire shares, ownership or other interests in companies engaged in the management, operation, including providing airport, complementary and commercial services, construction and/or use of civil aerodromes and in accordance with the Mexican Airport Law and its regulations, as well as to hold capital stock in companies that provide any other type of services and to vote the shares of any such companies; to sell, transfer or dispose of any such shares or ownership interests or other securities allowed by law; | ||
• | to receive and to provide the services as required to carry out our corporate purposes, including, without limitation, technical consulting services in the industrial, administrative, accounting, marketing or finance fields, in connection with the management, operation, construction and/or utilization of airports; | ||
• | to request and obtain concessions and permits for the management, operation, construction and/or utilization of airports, as well as for providing any other services necessary for the use of such airports and for carrying out any activity which supports and is related with such purpose. | ||
• | to obtain, acquire, use, license or dispose of all types of patents, certificates of invention, registered trademarks, trade names, copyright or rights with regard thereto, whether in Mexico or abroad; | ||
• | to obtain all types of loans or credits, with or without specific guarantee, and to grant loans, in each case, in the ordinary course of business of the Company; | ||
• | to grant any kind of guaranty and security on issued negotiable instruments or obligations assumed by the Company or by companies in which the Company may hold ownership interests, in each case, in the ordinary course of business of the Company; | ||
• | to issue any unsubscribed shares of our capital stock to be kept in our treasury in order to be delivered upon subscription thereof, as well as to execute option agreements that grant to third parties the right to subscribe and pay for our shares; | ||
• | to hold, possess, sell, transfer, dispose of or lease any assets, or real or personal property that may be necessary or convenient to carry out our corporate purposes; and | ||
• | generally, to carry out and perform all actions, agreements and related, incidental or ancillary transactions in furtherance of the above-mentioned purposes. |
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• | to participate in our strategic planning decisions, | ||
• | to authorize changes in our policies regarding financial structure, products, market development and organization, | ||
• | to oversee compliance with general corporate practices, our bylaws and the minority rights set forth thereunder, | ||
• | to call for stockholders’ meetings and act on their resolutions, | ||
• | to create special committees and grant them the powers and authority it sees fit, provided that said committees will not be vested with the authorities which by law or under our bylaws are expressly reserved for the stockholders or the board of directors, | ||
• | to determine how to vote the shares held by us in our subsidiaries |
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• | to appoint our chief executive officer from among the candidates proposed by the members of the Board of Directors appointed by the Series BB shareholders, and to appoint those officers other than those designated by the Series BB directors or the Operating Committee, and | ||
• | to approve, upon proposal by the Operating Committee: (i) our annual budget and that of our subsidiaries; and (ii) the master development plan and any amendments thereto for each of the airports to be submitted to the Ministry of Communications and Transportation. |
• | approval of our financial statements and those of our subsidiaries and their submission to the stockholders’ meeting, | ||
• | approval of the 5-year master development plans for each of the airports operated by our subsidiaries, | ||
• | annual approval of the business plan and the investment budget, | ||
• | approval of capital investments not considered in the approved annual budget for each fiscal year, | ||
• | approval of any sale of assets having, individually or jointly, a value exceeding the lower of (i) U.S.$5.0 million, or (ii) 5% (five per cent) of the consolidated assets of the Company, but which does not exceed 20% (twenty percent) of the consolidated assets of the Company, | ||
• | incurrence of any indebtedness, whether by means of direct loans or financial leases, in an amount greater than the lower of (i) U.S.$5.0 million, or (ii) 5% (five percent) of the consolidated assets of the Company, but which does not exceed 20% (twenty percent) of the consolidated assets of the Company, | ||
• | determine the manner in which the company shall vote its shares at the shareholders meeting of its subsidiaries, taking into consideration the proposal of the Operating Committee, | ||
• | proposal to increase our capital or that of our subsidiaries, | ||
• | approval of any sale of shares of the capital stock of our subsidiaries, |
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• | approval of any purchase or sale of shares or interests in any company, except for: (a) the acquisition of shares and/or securities issued by investment companies, and (b) the acquisition of securities through investment companies (mutual funds), | ||
• | approval or amendment of our management structure, | ||
• | creation of new committees, delegation of powers to the same and changes to the powers of any existing committee, | ||
• | approval of our dividend policy and the application of the Company’s profits and its submission to the stockholders’ meeting, and | ||
• | appointment of the chief executive officer from among the candidates proposed by the members of the board of directors appointed by the Series BB shareholders. |
• | present to the board of directors the name or names of candidates for appointment as chief executive officer, | ||
• | remove the chief executive officer, | ||
• | appoint and remove half of our executive officers, | ||
• | appoint two members of the Operating Committee and their substitutes, and at least one member of the Acquisitions and Contracts Committee and his or her substitute, and | ||
• | determine the composition of the Operating Committee. |
Authorized | Issued and outstanding | |||||||
Fixed capital stock: | ||||||||
Series B shares | 277,050,000 | * | 277,050,000 | * | ||||
Series BB shares | 22,950,000 | * | 22,950,000 | * | ||||
Variable capital stock: | ||||||||
Series B shares | — | — | ||||||
Series BB shares | — | — |
* | After giving effect to the conversion by ITA of 22,050,000 Series BB shares into 22,050,000 Series B shares in June 2007. |
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• | Series B. Series B shares currently represent 92.35% of our capital. Series B shares may be held by any Mexican or foreign natural person, company or entity. | ||
• | Series BB. Series BB shares currently represent 7.65% of our capital. Series BB shares may be held by any Mexican or foreign natural person, company or entity. |
• | extension of a company’s duration or voluntary dissolution, | ||
• | an increase or decrease in a company’s minimum fixed capital, | ||
• | change in corporate purpose or nationality, | ||
• | any transformation, merger or spin-off involving the company, |
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• | any stock redemption or issuance of preferred stock or bonds, | ||
• | the cancellation of the listing of our shares with the National Registry of Securities or on any stock exchange, | ||
• | amendments to a company’s bylaws, and | ||
• | any other matters for which applicable Mexican law or the bylaws specifically require an extraordinary meeting. |
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• | any amendment to our bylaws which: (i) changes or deletes the authorities of our committees; or (ii) changes or deletes the rights of minority stockholders, | ||
• | any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom, | ||
• | termination of the participation agreement that was entered into by ITA and the Mexican government in connection with the Mexican government’s sale of the Series BB shares to ITA, | ||
• | a merger by us with an entity the business of which is not related to the business of us or our subsidiaries, and | ||
• | a spin-off, dissolution or liquidation of ASUR. |
• | the amendment of the restrictions on ownership of shares of our capital stock requires the vote of holders of 85% of our capital stock; | ||
• | a delisting of our shares requires the vote of holders of 95% of our capital stock; and |
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• | the amendment of the provisions in our bylaws requiring that a stockholder seeking to obtain control carry out a tender offer requires the vote of holders of 85% of our capital stock. |
• | approval of our financial statements, | ||
• | liquidation or dissolution, | ||
• | capital increases or decreases, | ||
• | declaration and payment of dividends, | ||
• | amendment to our bylaws, | ||
• | mergers, spin-offs or share-splits, | ||
• | grant or amendment of special rights to series of shares, and | ||
• | any decision amending or nullifying a resolution validly taken by the board of directors with respect to (i) presentation to the Board of Directors of the name or names of the candidates for appointment as Chief Executive Officer of the Company, (ii) removal of the Chief Executive Officer of the Company, (iii) appointment and removal of half of the first-level management officers in accordance with the Technical Assistance Agreement, (iv) appointment of two members of our Operating Committee and their substitutes and at least one member of the Acquisitions and Contracts Committee and his or her substitute, and (v) appointment of the members of |
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the Operating Committee whose appointment requires the consent of the holders of the Series BB shares. |
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• | Except with the prior authorization by the Ministry of Communications and Transportation, ITA is required to retain its interest in the Series BB shares through December 18, 2008. | ||
• | After December 18, 2008, ITA may sell in any year up to 20% of its interest in the Series BB shares. | ||
• | If ITA owns Series BB shares that represent less than 7.65% of our capital stock after December 18, 2013, those remaining Series BB shares must be converted into freely transferable Series B shares. | ||
• | If ITA owns Series BB shares representing at least 7.65% of our capital stock after December 18, 2013, those Series BB shares may be converted into Series B shares, provided the holders of at least 51% of Series B shares (other than shares held by ITA and any of its “related persons”) approve such conversion and vote against renewal of the technical assistance agreement. |
• | persons that have control or significant influence in an entity that forms part of the corporate group or consortium to which the company belongs, as well as the directors, managers or relevant officers of the entities that form part of such group or consortium, | ||
• | persons that have executive authority in an entity that forms part of a corporate group or consortium to which the company belongs, | ||
• | the spouse, common-law spouse, blood or civil-law relatives up to the fourth degree or in-laws up to the third degree, of any individuals that fall into any of the categories described above, as well as the partners, owners and co-owners of the entities mentioned above with whom they have a business relationship, | ||
• | entities that are part of the corporate group or consortium to which the company belongs, | ||
• | entities over which any of the persons referred to in the first three bullets above exercise control or significant influence, | ||
• | in the case of ASUR, ITA, and | ||
• | in the case of ITA, its stockholders and their related persons. |
• | directly or indirectly impose decisions in general shareholders’ or owners’ meetings or any equivalent body or appoint or remove the majority of board members or managers of an entity, |
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• | hold the rights that directly or indirectly allow the voting of over 50% (fifty percent) of the capital of an entity, or | ||
• | directly or indirectly direct the management, strategy or principal policies of an entity, whether through the ownership of securities, under contract or otherwise. |
• | subject to the tender offer procedures described below, holders of Series B shares, either individually or together with their related persons, will have no ownership limitation whatsoever with regard to the shares representing such series; | ||
• | Series BB shares may represent no more than 15% of our outstanding capital stock; | ||
• | subject to the tender offer procedures described below, holders of Series BB shares, either individually or together with their related persons, may also own Series B shares without limitation, |
• | no more than 5% of our outstanding capital stock may be owned by air carriers; and | ||
• | foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock. |
• | The offer must include both of our series of shares, and the consideration offered per share must be the same, regardless of the class or type of share. | ||
• | If the offeror intends to obtain control of the company, the offer must be for 100% of our capital stock, and if the offer does not imply obtaining control, then the offer must be for at least 10% of our capital stock. |
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• | The offer must indicate the maximum number of shares it covers and, if applicable, the minimum number of shares on which the offer is conditioned. | ||
• | The offer may not provide any consideration that implies a bonus or higher price to the amount of the offer in favor of any person or group of persons related to the offeree (not including agreements that have been approved by our board of directors of the company, taking into account the opinion of our Auditing Committee and have been disclosed to the investing public). |
• | The offeror must inform us, through the board of directors, of the terms and conditions of the offer it intends to make by sending a notice to our board of directors. | ||
• | Immediately after it receives the notice, our board of directors must provide to the Mexican Stock Exchange a notice of applicable legal provisions, and make it available to all our shareholders. | ||
• | Our board of directors must prepare, considering the opinion of the Audit Committee, its opinion with regard to the price or consideration offered, any other terms and conditions of the offer and conflicts of interest, if any, that each member of the board of directors may have with respect to the offer. This opinion may include the opinion of an independent expert retained by our board. | ||
• | Our board of directors will provide this opinion to the investing public through the Mexican Stock Exchange within three months after receipt of the offer notice, at the latest. | ||
• | The members of our board of directors and our chief executive officer of the company must disclose to the investing public, along with the opinions mentioned above, as applicable, the decision they will take in connection with their own shares. | ||
• | If our board approves the terms and conditions of any offer, the offeror must obtain prior authorization from the Ministry of Communications and Transportation for the “change of control” prior to the commencing the public offer. See “Item 4. Information on the Company—Regulatory Framework—Reporting, Information and Consent Requirements.” |
• | For purposes of the preceding item exclusively, and in accordance with the provisions of Article 23 of the Mexican Airports Law, a person or group of |
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persons shall be deemed to have control when it owns 35% or more of the capital stock of the company, has control of the general shareholders’ meetings, or is able to appoint the majority of the members in charge of management or otherwise control the company. |
• | If the holders of the Series BB shares express their interest in accepting an offer (which does not imply any obligation on their part to participate in such offer), the launching of the offer shall be conditioned upon obtaining prior authorizations from the Ministry of Communications and Transportation, including those relating to the transfer of the Series BB shares and the replacement of ITA in its capacity as strategic partner under the technical assistance and participation agreements. |
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• | The acquisition is carried out in the Mexican Stock Exchange. | ||
• | The acquisition and sale on the Mexican Stock Exchange is made at market price (except when dealing with public offerings or auctions authorized by the National Banking and Securities Commission). | ||
• | If the acquisition is charged against working capital, the shares may be kept by us without need of making a reduction of capital stock. Otherwise, if the acquisition is charged against the capital stock, the shares will be converted into unsubscribed shares kept in our treasury, without need of a resolution by the shareholders’ meeting. | ||
• | The company must announce the amount of the subscribed and paid-in capital when the amount of the authorized capital represented by the issued and unsubscribed shares is publicly announced. | ||
• | The general ordinary shareholders meeting will expressly determine for each fiscal year the maximum amount of resources that we may use to purchase our own shares or negotiable instruments that represent such shares, with the only limitation that the sum or total of the resources that may be used for such purpose may not exceed, at any time, the total balance of the net profits of the company, including retained profits. | ||
• | We must be up to date in the payment of the obligations derived from debt instruments issued and registered in the National Securities Registry that we may have issued. | ||
• | The shares of the company and the negotiable instruments that represent such shares that belong to us or, if any, the shares issued and not subscribed that are kept in the treasury, may be placed among the investing public without requiring a resolution from the shareholders’ meeting or the board of directors. For the purposes of this paragraph, the provisions of Article 132 of the General Law of Business Entities will not apply. |
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• | the report prepared by the Audit Committee, | ||
• | the report prepared by our Chief Executive Officer pursuant to the Mexican General Law on Business Corporations which includes (i) a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects, (ii) a statement of the financial condition of the company at the end of the fiscal year, (iii) a statement showing the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year, and (iv) the notes which are required to complete or clarify the above mentioned information, | ||
• | the Board’s opinion on the report prepared by our Chief Executive Officer as set forth above, and | ||
• | a report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information |
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Year ended December 31, | ||||||||
2005 | 2006 | |||||||
(thousands of pesos) | ||||||||
Audit fees | 4,515 | 5,269 | ||||||
Audit-related fees | — | — | ||||||
Tax fees | 177 | 37 | ||||||
Other fees | 1,871 | 4,285 | ||||||
Total fees | 6,563 | 9,591 | ||||||
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(a) Total | (c) Total number of shares | |||||||||||||||
number of | (b) Average | purchased as part of | (d) Maximum number of shares | |||||||||||||
shares | price paid per | publicly announced plans or | that may yet be purchased under | |||||||||||||
2005 | purchased | share in Pesos | programs | the plans or programs | ||||||||||||
January 1-31 | — | — | — | — | ||||||||||||
February 1-28 | — | — | — | — | ||||||||||||
March 1-31 | — | — | — | — | ||||||||||||
April 1-30 | — | — | — | — | ||||||||||||
May 1-31 | — | — | — | — | ||||||||||||
June 1-30 | — | — | — | — | ||||||||||||
July 1-31 | — | — | — | — | ||||||||||||
August 1-31 | — | — | — | — | ||||||||||||
September 1-30 | — | — | — | — | ||||||||||||
October 1-31 | — | — | — | — | ||||||||||||
November 1-30 | — | — | — | — | ||||||||||||
December 1-31 | — | — | — | — | ||||||||||||
2005 Total | — | — | — | — | ||||||||||||
2006 | ||||||||||||||||
January 1-31 | — | — | — | — | ||||||||||||
February 1-28 | — | — | — | — | ||||||||||||
March 1-31 | — | — | — | — | ||||||||||||
April 1-30 | — | — | — | — | ||||||||||||
May 1-31 | — | — | — | — | ||||||||||||
June 1-30 | — | — | — | — | ||||||||||||
July 1-31 | — | — | — | — | ||||||||||||
August 1-31 | — | — | — | — | ||||||||||||
September 1-30 | — | — | — | — | ||||||||||||
October 1-31 | — | — | — | — | ||||||||||||
November 1-30 | — | — | — | — | ||||||||||||
December 1-31 | — | — | — | — | ||||||||||||
2006 Total | — | — | — | — | ||||||||||||
and Subsidiaries
Page | ||||
Report of Independent Registered Public Accounting Firm | F-1 | |||
Consolidated Balance Sheets as of December 31, 2005 and 2006 | F-3 | |||
Consolidated Statements of Income for the Years Ended December 31, 2004, 2005 and 2006 | F-4 | |||
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2004, 2005 and 2006 | F-5 | |||
Consolidated Statements of Changes in Financial Position for the Years Ended December 31, 2004, 2005 and 2006 | F-6 | |||
Notes to Consolidated Financial Statements | F-7 |
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Exhibit No. | Description | |
1.1 | An English translation of the Amended and Restated Bylaws (Estatutos Sociales) of the Company. | |
2.1 | Deposit Agreement among the Company, The Bank of New York and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
3.1 | Trust Agreement among the Company, ITA and Bancomext, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
3.2 | Amendment dated May 15, 2007 to the Trust Agreement dated November 18, 1998 among the Company, ITA and Bancomext, English translation. | |
4.1 | Amended and Restated Cancun Airport Concession Agreement and annexes thereto, together with an English translation and a schedule highlighting the differences between this concession and the Company’s other concessions (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
4.2 | Participation Agreement among the Company, the Mexican Federal Government through the Ministry of Communications and Transportation, Nacional Financiera, S.N.C. (“NAFIN”), Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Villahermosa, S.A. de C.V., Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra Concesiones de Infraestructuras de Transporte, S.A., Groupe GTM, S.A., Inversiones y Tecnicas Aeroportuarias, S.A. de C.V. (“ITA”), Banco Nacional de Comercio Exterior, S.N.C. (“Bancomext”) and Aeropuertos y Servicios Auxiliares (“ASA”), together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
4.3 | First Amendment to the Participation Agreement, the Shareholders Agreement and the Technical Assistance Agreement among the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Bancomext, the Company, Servicios Aeroportuario del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V. and Aeropuerto de Villahermosa, S.A. de C.V.; ITA, Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra Concesiones de Infraestructura de Transporte, S.A. de C.V. and Groupe GTM, S.A. (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
4.4 | Second Amendment dated April 30, 2007 to the Participation Agreement dated December 18, 1998 among the Company, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Villahermosa, S.A. de C.V., Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra Concesiones de Infraestructuras de Transporte, S.A., Groupe GTM, S.A., ITA, Bancomext, ASA and Fernando Chico Pardo, English translation. | |
4.5 | Technical Assistance and Transfer of Technology Agreement among the Company, Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de |
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Exhibit No. | Description | |
Villahermosa, S.A. de C.V., Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra Concesiones de Infraestructuras de Transporte, S.A., VINCI, S.A. and ITA, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | ||
8.1 | List of subsidiaries of the Company (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
11.1 | Code of Ethics (incorporated by reference to our Form 20-F filed on June 16, 2004). | |
12.1 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
12.2 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
13.1 | Certifications of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
15.1 | Attestation Report of the Registered Public Accounting Firm. |
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Grupo Aeroportuario del Sureste, S.A.B. de C.V. | ||||
By: | /s/ Adolfo Castro Rivas | |||
Name: | Adolfo Castro Rivas | |||
Title: | Chief Financial Officer | |||
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S.A.B. DE C.V. AND SUBSIDIARIES
Contents | Page | |
F – 1 | ||
Consolidated financial statements: | ||
F – 3 | ||
F – 4 | ||
F – 5 | ||
F – 6 | ||
F – 7 |
F-i
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Grupo Aeroportuario del Sureste, S.A.B. de C.V. and Subsidiaries:
F - 1
Table of Contents
April 19, 2007.
F - 2
Table of Contents
(SOUTHEAST AIRPORT GROUP)
AS OF DECEMBER 31, 2005 AND 2006
2005 | 2006 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and marketable securities | Ps. | 1,595,743 | Ps. | 1,241,678 | ||||
Trade and other receivables, net (Note 3) | 169,413 | 235,541 | ||||||
Recoverable taxes and other current assets | 168,775 | 163,471 | ||||||
Total current assets | 1,933,931 | 1,640,690 | ||||||
Improvements to concessioned assets, land, machinery, furniture and equipment, net of accumulated depreciation of Ps.384,865 and Ps.534,573, respectively (Note 4) | 2,265,914 | 3,149,358 | ||||||
Direct commercial operations rights, net of accumulated amortization of Ps.26,263 and Ps.41,581, respectively | 57,201 | 41,883 | ||||||
Airport concessions, net of accumulated amortization of Ps.1,743,223 and Ps.1,992,100, respectively (Notes 5 and 6) | 8,193,031 | 7,944,154 | ||||||
Rights to use airport facilities, net of accumulated amortization of Ps.618,170 and Ps.685,305, respectively (Notes 5 and 6) | 2,183,373 | 2,165,316 | ||||||
Total assets | Ps. | 14,633,450 | Ps. | 14,941,401 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | Ps. | 22,834 | Ps. | 6,244 | ||||
Accrued expenses and other payables (Note 7) | 344,330 | 239,097 | ||||||
Total current liabilities | 367,164 | 245,341 | ||||||
Seniority premiums | 6,548 | 7,511 | ||||||
Deferred income tax and employees’ statutory profit sharing | 706,041 | 903,448 | ||||||
Total liabilities | 1,079,753 | 1,156,300 | ||||||
Commitments and contingencies (Note 14) | ||||||||
Stockholders’ equity (Note 8): | ||||||||
Capital stock | 12,335,507 | 12,335,507 | ||||||
Legal reserve | 106,694 | 135,686 | ||||||
Reserve for repurchase of stock | 525,479 | 779,657 | ||||||
Retained earnings | 586,017 | 534,251 | ||||||
Total stockholders’ equity | 13,553,697 | 13,785,101 | ||||||
Total liabilities and stockholders’ equity | Ps. | 14,633,450 | Ps. | 14,941,401 | ||||
Chief Financial and Strategic Planning Officer
Grupo Aeroportuario del Sureste, S.A.B. de C.V.
F - 3
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(SOUTHEAST AIRPORT GROUP)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
December 31, 2006, except per share amounts)
For the years | ||||||||||||
ended December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
REVENUES: | ||||||||||||
Aeronautical services | Ps. | 1,602,630 | Ps. | 1,520,152 | Ps. | 1,587,904 | ||||||
Non-aeronautical services | 521,961 | 627,308 | 651,057 | |||||||||
Total revenues | 2,124,591 | 2,147,460 | 2,238,961 | |||||||||
OPERATING EXPENSES: | ||||||||||||
Cost of services, excluding depreciation and amortization | 502,494 | 558,116 | 620,036 | |||||||||
Technical assistance fee | 71,991 | 69,123 | 71,037 | |||||||||
Concession fee | 106,189 | 107,373 | 111,804 | |||||||||
General and administrative expenses | 113,710 | 129,384 | 118,628 | |||||||||
Depreciation and amortization | 429,597 | 451,674 | 487,788 | |||||||||
Total operating expenses | 1,223,981 | 1,315,670 | 1,409,293 | |||||||||
Operating income | 900,610 | 831,790 | 829,668 | |||||||||
COMPREHENSIVE FINANCING RESULT: | ||||||||||||
Interest income, net | 48,864 | 106,689 | 99,579 | |||||||||
Exchange (losses) gains, net | (7,477 | ) | (16,786 | ) | 3,957 | |||||||
Loss from monetary position | (72,253 | ) | (66,234 | ) | (88,322 | ) | ||||||
Net comprehensive financing (cost) income | (30,866 | ) | 23,669 | 15,214 | ||||||||
Income before taxes, employees’ statutory profit sharing and extraordinary items | 869,744 | 855,459 | 844,882 | |||||||||
Provisions for (Note 11): | ||||||||||||
Asset tax | 25,482 | 22,503 | 21,679 | |||||||||
Deferred income tax and employees’ statutory profit sharing | 172,571 | 237,612 | 279,434 | |||||||||
Income before extraordinary items | 671,691 | 595,344 | 543,769 | |||||||||
Restructuring and contract termination fees, net of deferred income taxes of Ps.4,565 , Ps. 0 and Ps.123, respectively | 19,046 | — | 8,480 | |||||||||
Loss on natural disaster, net of deferred income taxes of Ps. 0, Ps.2,995 and Ps.2,341, in 2005 and 2006, respectively | — | 9,327 | 7,174 | |||||||||
Net income | Ps. | 652,645 | Ps. | 586,017 | Ps. | 528,115 | ||||||
Earnings per share (Note 8) | Ps. | 2.18 | Ps. | 1.95 | Ps. | 1.76 | ||||||
Chief Financial and Strategic Planning Officer
Grupo Aeroportuario del Sureste, S.A.B. de C.V.
F - 4
Table of Contents
(SOUTHEAST AIRPORT GROUP)
FOR THE YEARS ENDED ON DECEMBER 31, 2004, 2005 AND 2006
Reserve for | Total | |||||||||||||||||||
Capital | Legal | repurchase | Retained | stockholders’ | ||||||||||||||||
stock | reserve | of stock | earnings | equity | ||||||||||||||||
Balance at December 31, 2003 | Ps. | 12,335,507 | Ps. | 58,442 | Ps. | - | Ps. | 440,284 | Ps. | 12,834,233 | ||||||||||
Transfer to legal reserve | 15,620 | (15,620 | ) | - | ||||||||||||||||
Transfer to reserve for repurchase of stock | 171,947 | (171,947 | ) | - | ||||||||||||||||
Recovered income tax paid on dividends | 25,939 | 25,939 | ||||||||||||||||||
Dividends paid | (190,013 | ) | (190,013 | ) | ||||||||||||||||
Income tax paid on dividends | (69,422 | ) | (69,422 | ) | ||||||||||||||||
Comprehensive income | 652,645 | 652,645 | ||||||||||||||||||
Balance at December 31, 2004 | 12,335,507 | 74,062 | 171,947 | 671,866 | 13,253,382 | |||||||||||||||
Transfer to legal reserve | 32,632 | (32,632 | ) | - | ||||||||||||||||
Transfer to reserve for repurchase of stock | 353,532 | (353,532 | ) | - | ||||||||||||||||
Dividends paid | (199,989 | ) | (199,989 | ) | ||||||||||||||||
Income tax paid on dividends | (85,713 | ) | (85,713 | ) | ||||||||||||||||
Comprehensive income | 586,017 | 586,017 | ||||||||||||||||||
Balance at December 31, 2005 | 12,335,507 | 106,694 | 525,479 | 586,017 | 13,553,697 | |||||||||||||||
Transfer to legal reserve | 28,992 | (28,992 | ) | - | ||||||||||||||||
Transfer to reserve for repurchase of stock | 254,178 | (254,178 | ) | - | ||||||||||||||||
Dividends paid | (210,663 | ) | (210,663 | ) | ||||||||||||||||
Income tax paid on dividends | (86,048 | ) | (86,048 | ) | ||||||||||||||||
Comprehensive income | 528,115 | 528,115 | ||||||||||||||||||
Balance at December 31, 2006 | Ps. | 12,335,507 | Ps. | 135,686 | Ps. | 779,657 | Ps. | 534,251 | Ps. | 13,785,101 | ||||||||||
Chief Financial and Strategic Planning Officer
Grupo Aeroportuario del Sureste, S.A.B. de C.V.
F - 5
Table of Contents
(SOUTHEAST AIRPORT GROUP)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
For the years | ||||||||||||
ended December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Operating activities: | ||||||||||||
Net income before extraordinary items | Ps. | 671,691 | Ps. | 595,344 | Ps. | 543,769 | ||||||
Adjustments to reconcile net income to resources provided by (used in) operating activities: | ||||||||||||
Depreciation and amortization | 429,597 | 451,674 | 487,788 | |||||||||
Deferred income tax and employees’ statutory profit sharing | 172,571 | 237,612 | 279,434 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Trade receivables | (35,435 | ) | 58,849 | (66,128 | ) | |||||||
Recoverable taxes and other current assets | 95,448 | (104,839 | ) | 5,304 | ||||||||
Recoverable asset tax | (160,988 | ) | (119,108 | ) | (99,673 | ) | ||||||
Trade accounts payable, accrued expenses and other payables | 53,429 | 178,259 | (103,214 | ) | ||||||||
Resources provided by operating activities before extraordinary items | 1,226,313 | 1,297,791 | 1,047,280 | |||||||||
Restructure and contract termination fees | (19,046 | ) | - | (8,480 | ) | |||||||
Loss on natural disaster | - | (9,327 | ) | (7,174 | ) | |||||||
Resources provided by operating activities | 1,207,267 | 1,288,464 | 1,031,626 | |||||||||
Financing activities: | ||||||||||||
Dividends paid | (190,013 | ) | (199,989 | ) | (210,663 | ) | ||||||
Tax on dividends paid | (69,422 | ) | (85,713 | ) | (86,048 | ) | ||||||
Recovered income tax paid on dividends | 25,939 | - | - | |||||||||
Resources used in financing activities | (233,496 | ) | (285,702 | ) | (296,711 | ) | ||||||
Investing activities: | ||||||||||||
Direct commercial operations rights | (83,464 | ) | - | - | ||||||||
Purchase of improvements to concessioned assets, land, machinery, furniture and equipment | (442,937 | ) | (657,830 | ) | (1,088,980 | ) | ||||||
Resources used in investing activities | (526,401 | ) | (657,830 | ) | (1,088,980 | ) | ||||||
Increase in cash and marketable securities | 447,370 | 344,932 | (354,065 | ) | ||||||||
Cash and marketable securities, beginning of period | 803,441 | 1,250,811 | 1,595,743 | |||||||||
Cash and marketable securities, end of period | Ps. | 1,250,811 | Ps. | 1,595,743 | Ps. | 1,241,678 | ||||||
Chief Financial and Strategic Planning Officer
Grupo Aeroportuario del Sureste, S.A.B. de C.V.
F - 6
Table of Contents
(SOUTHEAST AIRPORT GROUP)
as of December 31, 2006, except per share and share amounts)
F - 7
Table of Contents
2005 | 2006 | |||||||
Terminal 1 building write-off (reversal) | Ps. | 57,194 | ( Ps.48,544) | |||||
Restoration costs | 104,608 | 60,038 | ||||||
Insurance deductible | 3,746 | - | ||||||
Other expenses | 7,326 | - | ||||||
Other losses for natural disasters in other airports | 1,251 | 1,522 | ||||||
Insurance recovery | (161,803 | ) | (3,501 | ) | ||||
Deferred taxes | (2,995 | ) | (2,341 | ) | ||||
Net loss on natural disasters | Ps. | 9,327 | Ps. | 7,174 | ||||
F - 8
Table of Contents
Subsidiary | Ownership interest (direct and indirect) | |||||||
2005 | 2006 | |||||||
Aeropuerto de Cancún, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Aeropuerto de Cozumel, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Aeropuerto de Mérida, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Aeropuerto de Huatulco, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Aeropuerto de Oaxaca, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Aeropuerto de Veracruz, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Aeropuerto de Villahermosa, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Aeropuerto de Tapachula, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Aeropuerto de Minatitlán, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Servicios Aeroportuarios del Sureste, S. A. de C. V. | 99.99 | % | 99.99 | % |
F - 9
Table of Contents
• | The consolidated statements of income and changes in stockholders’ equity were restated applying Mexican National Consumer Price Index (“Mexican CPI”) factors from the periods in which the transactions occurred. The consolidated financial statements of the Company for the years ended December 31, 2004 and 2005, have been restated for comparability purposes to December 31, 2006 purchasing power, by applying the restatement factors of 1.075 and 1.040, respectively. | |
• | The consolidated statements of changes in financial position present, in constant pesos, the resources provided by or used in operating, financing and investing activities. |
F - 10
Table of Contents
Years | ||
Improvements to concessioned assets | 10-50 | |
Machinery and equipment | 10 | |
Office furniture and equipment | 10 | |
Computer equipment | 3 | |
Automotive equipment | 4 | |
Other | various |
F - 11
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F - 12
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Year ended | ||||||||||||
December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Regulated services: | ||||||||||||
Airport services | Ps. | 1,673,657 | Ps. | 1,601,756 | Ps. | 1,671,636 | ||||||
Non-regulated services: | ||||||||||||
Airport services: | ||||||||||||
Access fees from non-permanent ground transportation | 8,436 | 7,748 | 8,695 | |||||||||
Car parking lots and related access fees | 27,670 | 34,040 | 37,710 | |||||||||
Other access fees | 3,375 | 3,179 | 2,362 | |||||||||
Commercial services | 397,186 | 478,745 | 494,550 | |||||||||
Other services | 14,267 | 21,992 | 24,008 | |||||||||
Total non-regulated services | 450,934 | 545,704 | 567,325 | |||||||||
Ps. | 2,124,591 | Ps. | 2,147,460 | Ps. | 2,238,961 | |||||||
F - 13
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F - 14
Table of Contents
December 31, | ||||||||
2005 | 2006 | |||||||
Trade receivables | Ps. | 179,554 | Ps. | 235,830 | ||||
Less: allowance for doubtful accounts | (10,141 | ) | (289 | ) | ||||
Net | Ps. | 169,413 | Ps. | 235,541 | ||||
December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Balance at the beginning of the period | (Ps. | 6,490 | ) | (Ps. | 6,168 | ) | (Ps. | 10,141 | ) | |||
Increases, applications and cancellations, net. | (4,171 | ) | 9,185 | |||||||||
Effects of inflation | 322 | 199 | 1,245 | |||||||||
Balance at the end of the period | (Ps. | 6,168 | ) | (Ps. | 10,141 | ) | (Ps. | 289 | ) | |||
F - 15
Table of Contents
December 31, | ||||||||
2005 | 2006 | |||||||
Machinery and equipment | Ps. | 71,866 | Ps. | 82,116 | ||||
Office furniture and equipment | 76,478 | 94,668 | ||||||
Automotive equipment | 138,523 | 159,683 | ||||||
Improvements to concessioned assets (a) | 1,800,663 | 2,430,202 | ||||||
Others | 9,447 | 3,921 | ||||||
2,096,977 | 2,770,590 | |||||||
Less: accumulated depreciation | (384,865 | ) | (534,573 | ) | ||||
Total | 1,712,112 | 2,236,017 | ||||||
Land | 113,532 | 113,532 | ||||||
Construction in progress (b) | 227,071 | 723,905 | ||||||
Advances to contractors | 213,199 | 75,904 | ||||||
Net | Ps. | 2,265,914 | Ps. | 3,149,358 | ||||
(a) | Improvements to concessioned assets as of December 31, 2005 and 2006, were comprised of the following: |
December 31, | ||||||||
2005 | 2006 | |||||||
Buildings | Ps. | 699,652 | Ps. | 845,677 | ||||
Air side | 563,882 | 703,227 | ||||||
Land side | 180,479 | 189,794 | ||||||
Technical installations | 123,426 | 223,323 | ||||||
Machinery and equipment | 42,172 | 62,469 | ||||||
Security equipment | 40,778 | 220,158 | ||||||
IT equipment | 132,920 | 162,743 | ||||||
Others | 17,354 | 22,811 | ||||||
Total | Ps. | 1,800,663 | Ps. | 2,430,202 | ||||
F - 16
Table of Contents
Remaining | ||||||
estimated | ||||||
useful life | ||||||
(years) | ||||||
Acquisition cost | Ps. | 12,249,946 | ||||
allocated to: | ||||||
Rights to use airport facilities: | ||||||
Runways, taxiways, and aprons | Ps. | 1,525,160 | 40-42 | |||
Buildings | 493,314 | 17-42 | ||||
Other infrastructure | 127,282 | 23 | ||||
Land | 659,918 | 42 | ||||
2,805,674 | ||||||
Environmental liabilities | (14,966 | ) | ||||
Airport concessions | 9,459,238 | 42 | ||||
Total | Ps. | 12,249,946 | ||||
Ps.264,639.
• | The concession holder should undertake the construction, improvement or maintenance of the facilities in accordance with its Master Development Plan and is required to update the plan every five years (see Note 14). | |
• | The concession holder may only use the airport facilities for the purposes specified in the concession and must provide services in accordance with all applicable law and regulations, and is subject to statutory oversight by the Ministry of Communications and Transportation . | |
• | The concession holder must pay a concession fee (currently 5% of each concession holder’s gross annual revenues) from the use of public domain assets pursuant to the terms of its concessions as required by applicable law. | |
• | Fuel services and supply are to be provided by the Mexican Airport and Auxiliary Services Agency. |
F - 17
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• | The concession holder must grant access to and the use of specific areas of the airport to government agencies to perform their activities inside the airports. | |
• | The concession may be terminated for non-performance if the concession holder fails to comply with certain of the obligations imposed by the concession as established in Article 27 or for the reasons specified in Article 26 of the Airport Law. | |
• | The terms and conditions of the regulations governing the operations of the Company may be modified by the Ministry of Communications and Transportation. |
Remaining estimated | ||||||||
useful lives | ||||||||
2006 | (years) | |||||||
Acquisition cost | Ps. | 535,997 | ||||||
allocated to: | ||||||||
Rights to use: | ||||||||
Buildings | Ps. | 57,531 | 20-43 | |||||
Other infrastructure | 2,715 | 5-10 | ||||||
60,246 | ||||||||
Airport concessions | 475,751 | 0.5-3 | ||||||
Total | Ps. | 535,997 | ||||||
F - 18
Table of Contents
December 31, | ||||||||
2005 | 2006 | |||||||
Taxes payable | Ps. | 38,839 | Ps. | 31,776 | ||||
Concession fees | 26,094 | 26,064 | ||||||
Due To Shareholder — ITA | 50,815 | 42,710 | ||||||
Due to Supplier — Provetecnia, S.A. de C.V. | 43,712 | 10,155 | ||||||
Provision for restoration costs, net | 48,179 | 17,283 | ||||||
Other accruals | 136,691 | 111,109 | ||||||
Total | Ps. | 344,330 | Ps. | 239,097 | ||||
F - 19
Table of Contents
Nominal | Restated | |||||||||||
value | Restatement | value | ||||||||||
Capital stock: | ||||||||||||
Fixed | Ps. | 7,767,276 | Ps. | 4,568,231 | Ps. | 12,335,507 | ||||||
F - 20
Table of Contents
2004 | 2005 | 2006 | ||||||||||
Income from continuing operations | Ps. | 2.24 | Ps. | 1.98 | Ps. | 1.81 | ||||||
Extraordinary items | Ps. | (0.06 | ) | Ps. | (0.03 | ) | Ps. | (0.05 | ) | |||
Net income | Ps. | 2.18 | Ps. | 1.95 | Ps. | 1.76 | ||||||
2007 | Ps. | 388,984 | ||
2008 | 423,271 | |||
2009 | 446,448 | |||
2010 | 418,130 | |||
2011 | 377,676 | |||
Thereafter | 2,004,384 | |||
Total | Ps. | 4,058,893 | ||
F - 21
Table of Contents
Foreign currency | Period end | |||||||||||
amounts | exchange rate | Mexican pesos | ||||||||||
(thousands) | (thousands) | |||||||||||
December 31, 2005 | ||||||||||||
Assets: | ||||||||||||
Cash and marketable securities | US$ | 20,803 | Ps. | 10.6344 | Ps. | 221,422 | ||||||
Prepaids | 1,043 | 10.6344 | 11,097 | |||||||||
Others | 2,249 | 10.6344 | 23,913 | |||||||||
Liabilities: | ||||||||||||
Accrued expenses and other payables | US$ | 6,984 | 10.6344 | 74,267 | ||||||||
Foreign currency | Period end | |||||||||||
amounts | exchange rate | Mexican pesos | ||||||||||
(thousands) | (thousands) | |||||||||||
December 31, 2006 | ||||||||||||
Assets: | ||||||||||||
Cash and marketable securities | US$ | 9,441 | Ps. | 10.8116 | Ps. | 102,074 | ||||||
Prepaids | 1,445 | 10.8116 | 15,622 | |||||||||
Deposits | 41 | 10.8116 | 438 | |||||||||
Clients | 2,597 | 10.8116 | 28,086 | |||||||||
Liabilities: | ||||||||||||
Accrued expenses and other payables | US$ | 3,459 | 10.8116 | 37,393 | ||||||||
Deposits | 1,018 | 10.8116 | 11,007 | |||||||||
Foreign currency | Average | |||||||||||
amounts | exchange rate | Mexican pesos | ||||||||||
(thousands) | (thousands) | |||||||||||
Year ended December 31, 2004 | ||||||||||||
Income statement: | ||||||||||||
Technical assistance fees and related costs | US$ | 2,322 | Ps. | 11.59 | Ps. | 26,912 | ||||||
Professional services expenses | 664 | 11.82 | 7,848 | |||||||||
Other | 1,199 | 11.65 | 13,968 | |||||||||
Year ended December 31, 2005 | ||||||||||||
Income statement: | ||||||||||||
Technical assistance fees and related costs | US$ | 2,311 | Ps. | 10.84 | Ps. | 25,048 | ||||||
Professional services expenses | 1,916 | 12.58 | 24,111 | |||||||||
Other | 38 | 11.02 | 419 | |||||||||
Year ended December 31, 2006 | ||||||||||||
Income statement: | ||||||||||||
Technical assistance fees and related costs | US$ | 2,391 | Ps. | 10.98 | Ps. | 26,260 | ||||||
Professional services expenses | 1,304 | 10.86 | 14,161 | |||||||||
Other | 876 | 10.90 | 9,548 | |||||||||
F - 22
Table of Contents
For the years | ||||||||||||
ended December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Income tax-deferred | Ps. | 168,006 | Ps. | 234,617 | Ps. | 276,970 | ||||||
Income tax-deferred accounted for in extraordinary items | 4,565 | 2,995 | 2,464 | |||||||||
Provision for income tax | Ps. | 172,571 | Ps. | 237,612 | Ps. | 279,434 | ||||||
F - 23
Table of Contents
For the | |||||||||||||
years ended | |||||||||||||
December 31, | |||||||||||||
2004 | 2005 | 2006 | |||||||||||
Tax at statutory rate | (33 | %) | (30 | %) | (29 | %) | |||||||
Non-deductible items and other permanent differences | 6 | % | 4 | % | (2 | %) | |||||||
Increase in valuation allowance, net | (3 | %) | (1 | %) | (1 | %) | |||||||
Change in income tax rate | 14 | % | 1 | % | 1 | % | |||||||
Provision for income taxes | (16 | %) | (26 | %) | (31 | %) | |||||||
December 31, | ||||||||
2005 | 2006 | |||||||
Deferred income tax | ||||||||
Deferred tax assets: | ||||||||
Tax loss carryforwards | Ps. | 597,661 | Ps. | 709,343 | ||||
Other | 50,623 | 31,834 | ||||||
Valuation allowance | (75,262 | ) | (84,486 | ) | ||||
573,022 | 656,691 | |||||||
Deferred tax liabilities: | ||||||||
Airport concessions, rights to use airport facilities and machinery furniture and equipment | (1,734,204 | ) | (2,091,146 | ) | ||||
Other | (1,312 | ) | (5,009 | ) | ||||
(1,735,516 | ) | (2,096,155 | ) | |||||
Net deferred tax liabilities before recoverable asset tax | (1,162,494 | ) | (1,439,464 | ) | ||||
Recoverable asset tax, net of valuation allowance ofPs.181,324 andPs.224,631, respectively | 495,468 | 573,513 | ||||||
Net deferred tax liabilities | ( | Ps667,026 | ) | ( | Ps865,951 | ) | ||
F - 24
Table of Contents
December 31, | ||||||||
2005 | 2006 | |||||||
Deferred employees’ statutory profit sharing: | ||||||||
Net deferred employees’ statutory profit sharing liabilities recognized in respect of all the non recurring temporary differences generated in the year ended December 31, 2000, between the tax and the book basis | (Ps.39,015 | ) | (Ps.37,497 | ) | ||||
Net deferred income tax and employees’ statutory profit sharing liabilities | (Ps.706,041 | ) | (Ps.903,448 | ) | ||||
Ps.71,991,Ps.69,123 andPs.71,037, respectively.
F - 25
Table of Contents
Period | Amount (1) | |||||||
2007 | Ps. | 1,147,105 | ||||||
2008 | 160,498 | |||||||
Total | Ps. | 1,307,603 | ||||||
F - 26
Table of Contents
(1) | Expressed in thousands of pesos in purchasing power as of December 31, 2006 applying Mexican National Construction Price Index factors according with the MDP’s terms. |
a) | The operations of the Company are subject to Mexican federal and state laws and regulations relating to the protection of the environment. Under these laws, regulations have been issued concerning water and air pollution, environmental impact studies, noise control and hazardous wastes. The Ministry of the Environment, Natural Resources and Fishing can bring administrative, civil and criminal proceedings against companies that violate environmental laws and has the power to close non-complying facilities. | |
b) | At present, there are two labor-law claims against the Company. The Company is in the judicial process. Moreover, no ruling has been handed down at the date of this report. | |
c) | Claims have been asserted against the Company by the municipalities of Huatulco and Oaxaca or the payment of property taxes in respect of the land comprising the airports in this community. Based on the opinion of outside counsel, management believes that there is no legal basis for these claims and the Company intends to take legal action to have the claims dismissed. |
F - 27
Table of Contents
Year ended | Consolidation | |||||||||||||||||||||||||||
December 31, 2004 | Cancun | Villahermosa | Mérida | Servicios | Other | adjustments | Total | |||||||||||||||||||||
Total revenues | Ps. | 1,623,993 | Ps. | 83,174 | Ps. | 126,004 | Ps. | 190,710 | Ps. | 308,389 | (Ps.207,679 | ) | Ps. | 2,124,591 | ||||||||||||||
Operating income (loss) | 856,368 | 21,324 | 15,411 | 10,226 | 204,960 | (207,679 | ) | 900,610 | ||||||||||||||||||||
Total assets | 9,587,364 | 735,766 | 1,078,645 | 35,441 | 16,256,346 | (13,657,188 | ) | 14,036,374 | ||||||||||||||||||||
Capital expenditures | 281,715 | 28,377 | 19,288 | 1,183 | 112,374 | 442,937 | ||||||||||||||||||||||
Depreciation and amortization | 273,873 | 22,053 | 37,220 | 2,244 | 94,207 | 429,597 | ||||||||||||||||||||||
Year ended | Consolidation | |||||||||||||||||||||||||||
December 31, 2005 | Cancun | Villahermosa | Mérida | Servicios | Other | adjustments | Total | |||||||||||||||||||||
Total revenues | Ps. | 1,608,863 | Ps. | 92,190 | Ps. | 137,400 | Ps. | 186,613 | Ps. | 327,681 | (Ps.205,287 | ) | Ps. | 2,147,460 | ||||||||||||||
Operating income (loss) | 780,185 | 26,952 | 19,493 | (2,496 | ) | 212,943 | (205,287 | ) | 831,790 | |||||||||||||||||||
Total assets | 10,128,825 | 765,808 | 1,089,107 | 31,215 | 16,622,392 | (14,003,897 | ) | 14,633,450 | ||||||||||||||||||||
Capital expenditures | 473,757 | 68,207 | 24,638 | 5,098 | 86,130 | 0 | 657,830 | |||||||||||||||||||||
Depreciation and amortization | 285,421 | 23,156 | 39,283 | 2,283 | 101,531 | 0 | 451,674 | |||||||||||||||||||||
Year ended | Consolidation | |||||||||||||||||||||||||||
December 31, 2006 | Cancun | Villahermosa | Mérida | Servicios | Other | adjustments | Total | |||||||||||||||||||||
Total revenues | Ps. | 1,693,470 | Ps. | 97,008 | Ps. | 136,590 | Ps. | 189,253 | Ps. | 333,165 | (Ps.210,525 | ) | Ps. | 2,238,961 | ||||||||||||||
Operating income (loss) | 810,437 | 16,428 | 14,206 | 1,761 | (13,164 | ) | 829,668 | |||||||||||||||||||||
Total assets | 10,505,542 | 771,233 | 1,086,658 | 29,998 | 16,814,395 | (14,266,425 | ) | 14,941,401 | ||||||||||||||||||||
Capital expenditures | 922,898 | 30,927 | 41,610 | 1,774 | 91,771 | 1,088,980 | ||||||||||||||||||||||
Depreciation and amortization | 311,947 | 28,009 | 37,613 | 2,329 | 107,890 | 487,788 |
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For the year ended December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Reconciliation of net income: | ||||||||||||
Net income as reported under NIF | Ps. | 652,645 | Ps. | 586,017 | Ps. | 528,115 | ||||||
US GAAP adjustments: | ||||||||||||
(A) Amortization of airport concessions | 189,223 | 189,223 | 189,223 | |||||||||
(A) Amortization of rights to use airport facilities | 17,988 | 16,910 | 15,305 | |||||||||
(B) Terminal 1 building write-off reversal | - | - | (48,345 | ) | ||||||||
(C) Contract termination fee on leasehold agreement | (73,070 | ) | 15,869 | 15,318 | ||||||||
(D) Concession fee on lease hold agreement | - | - | (3,869 | ) | ||||||||
(E) Tax on dividends, net | (41,808 | ) | (85,712 | ) | (86,048 | ) | ||||||
(F) Professional fees for recovered tax on dividends | (1,683 | ) | - | - | ||||||||
(G) Deferred employees’ statutory profit sharing | (105,458 | ) | (250,844 | ) | (148,184 | ) | ||||||
(H) Deferred income taxes, net of inflation effects | (370,684 | ) | (1,202 | ) | (45,554 | ) | ||||||
Total US GAAP adjustments | (385,492 | ) | (115,756 | ) | (112,154 | ) | ||||||
Net income under US GAAP | Ps. | 267,153 | Ps. | 470,261 | Ps. | 415,961 | ||||||
Basic and diluted earnings per share | Ps. | 0.89 | Ps. | 1.57 | Ps. | 1.39 | ||||||
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As of December 31, | ||||||||
2005 | 2006 | |||||||
Reconciliation of stockholders’ equity: | ||||||||
Total stockholders’ equity reported under NIF | Ps. | 13,553,697 | Ps. | 13,785,101 | ||||
US GAAP adjustments: | ||||||||
(A) Airport concessions | (8,103,583 | ) | (7,914,360 | ) | ||||
(A) Rights to use airport facilities | (477,135 | ) | (461,830 | ) | ||||
(B) Terminal 1 write-off reversal | — | (48,345 | ) | |||||
(C) Contract termination fee on leasehold agreement | (57,201 | ) | (41,883 | ) | ||||
(D) Concession fee on lease hold agreement | — | (3,869 | ) | |||||
(G) Deferred employees’ statutory profit sharing | 281,096 | 132,912 | ||||||
(H) Deferred income taxes | 2,315,346 | 2,269,792 | ||||||
Total US GAAP adjustments | (6,041,477 | ) | (6,067,583 | ) | ||||
Total stockholders’ equity under US GAAP | Ps. | 7,512,220 | Ps. | 7,717,518 | ||||
Balance at December 31, 2004 | Ps. | 7,241,948 | ||
Net income | 470,261 | |||
Dividends declared | (199,989 | ) | ||
Balance at December 31, 2005 | 7,512,220 | |||
Net income | 415,961 | |||
Dividends declared | (210,663 | ) | ||
Balance at December 31, 2006 | Ps. | 7,717,518 | ||
As of December 31, | ||||||||
2005 | 2006 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | Ps. | 1,117,236 | Ps. | 828,706 | ||||
Other current assets | 816,701 | 811,984 | ||||||
Net current deferred tax asset | 45,718 | 23,860 | ||||||
Total current assets | 1,979,655 | 1,664,550 | ||||||
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As of December 31, | ||||||||
2005 | 2006 | |||||||
Improvements to concessioned assets, land, machinery, furniture and equipment — net | 2,264,172 | 3,149,358 | ||||||
Airport concessions — net | 89,448 | 29,796 | ||||||
Rights to use airport facilities — net | 1,706,238 | 1,655,139 | ||||||
Deferred employees’ statutory profit sharing | 243,599 | 95,415 | ||||||
Deferred income taxes | 1,602,602 | 1,379,981 | ||||||
Total assets | Ps. | 7,885,714 | Ps. | 7,974,239 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Seniority premiums | Ps. | 6,548 | Ps. | 7,511 | ||||
Other current liabilities | 366,946 | 249,210 | ||||||
Total liabilities | 373,494 | 256,721 | ||||||
Total stockholders’ equity | 7,512,220 | 7,717,518 | ||||||
Total liabilities and stockholders’ equity | Ps. | 7,885,714 | Ps. | 7,974,239 | ||||
For the years ended | ||||||||||||
December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Net revenues | Ps. | 2,124,591 | Ps. | 2,147,460 | Ps. | 2,235,092 | ||||||
Cost of services (1) | (609,569 | ) | (808,960 | ) | (784,554 | ) | ||||||
General and administrative expenses (1) | (219,160 | ) | (129,384 | ) | (102,293 | ) | ||||||
Depreciation and amortization | (212,034 | ) | (229,673 | ) | (267,743 | ) | ||||||
Other expenses | (179,864 | ) | (189,581 | ) | (249,505 | ) | ||||||
Operating expenses | (1,220,627 | ) | (1,357,598 | ) | (1,404,095 | ) | ||||||
Operating income | 903,964 | 789,862 | 830,997 | |||||||||
Net comprehensive financing income (cost) | (34,928 | ) | 22,820 | 15,214 | ||||||||
Income tax expense (2) | (601,883 | ) | (342,421 | ) | (430,250 | ) | ||||||
Net income | Ps. | 267,153 | Ps. | 470,261 | Ps. | 415,961 | ||||||
(1) | Exclusive of depreciation and amortization. | |
(2) | Consists of assets tax, tax on dividends and income taxes. |
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For the years ended | ||||||||||||
December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Deferred | Ps. | 105,458 | Ps. | 250,844 | Ps. | 148,184 | ||||||
Ps. | 105,458 | Ps. | 250,844 | Ps. | 148,184 | |||||||
December 31, | ||||||||
2005 | 2006 | |||||||
Deferred assets: | ||||||||
Airport concessions, rights to use airport facilities and machinery, furniture and equipment | Ps. | 237,621 | Ps. | 94,363 | ||||
Tax loss carryforwards | ||||||||
Other | 23,234 | 15,325 | ||||||
Valuation allowance | (16,788 | ) | (12,484 | ) | ||||
244,067 | 97,204 | |||||||
Deferred liabilities | (468 | ) | (1,789 | ) | ||||
Net deferred employees’ statutory profit sharing asset | Ps. | 243,599 | Ps. | 95,415 | ||||
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As of December 31, | ||||||||
2005 | 2006 | |||||||
Current deferred tax asset: | ||||||||
Accrued liabilities | Ps. | 45,596 | Ps. | 23,123 | ||||
Prepaids and other current assets | 2,803 | 6,714 | ||||||
48,399 | 29,837 | |||||||
Less: current valuation allowance | (2,681 | ) | (2,806 | ) | ||||
Current deferred tax asset | 45,718 | 27,031 | ||||||
Current deferred tax liability: | ||||||||
Inventories | (3,171 | ) | ||||||
Current deferred tax liability | (3171 | ) | ||||||
Net current deferred tax asset | Ps. | 45,718 | Ps. | 23,860 | ||||
Noncurrent deferred tax asset: | ||||||||
Contract termination fee on leasehold agreement | Ps. | 18,479 | Ps. | 14,798 | ||||
Tax paid on dividends | 86,048 | 85,712 | ||||||
Tax loss carryforwards | 597,662 | 709,343 | ||||||
Fixed assets | 665,355 | 264,217 | ||||||
Seniority premiums | 1,485 | |||||||
1,369,029 | 1,074,070 | |||||||
Less: noncurrent valuation allowance | (260,642 | ) | (265,832 | ) | ||||
Noncurrent deferred tax asset | 1,108,387 | 808,238 | ||||||
Noncurrent deferred tax liability: | ||||||||
Other deferred assets | (1,253 | ) | (1,770 | ) | ||||
Non current deferred tax liability | (1,253 | ) | (1,770 | ) | ||||
Net noncurrent deferred tax liability | 1,107,134 | 806,468 | ||||||
Total net deferred tax asset | 1,152,852 | 830,328 | ||||||
Recoverable asset tax | 495,468 | 573,513 | ||||||
Total deferred tax asset | 1,648,320 | 1,403,841 |
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As of December 31, | ||||||||
2005 | 2006 | |||||||
Net deferred tax asset under U.S. GAAP | 1,648,320 | 1,403,841 | ||||||
Net deferred tax liability under Mexican Reporting Standards | 667,026 | 865,951 | ||||||
Net deferred U.S. GAAP adjustments to the net deferred tax asset | Ps. | 2,315,346 | Ps. | 2,269,792 | ||||
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For the years ended | ||||||||||||
December 31, | ||||||||||||
2004 | 2005 | 2006 | ||||||||||
Operating activities: | ||||||||||||
Net income under US GAAP | Ps. | 267,153 | Ps. | 470,261 | Ps. | 415,961 | ||||||
Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||||||||
Loss from monetary position | 72,253 | 66,234 | 88,322 | |||||||||
Asset tax, tax on dividends and deferred income taxes | 601,882 | 342,421 | 430,250 | |||||||||
Deferred employees’ statutory profit sharing | 105,451 | 250,844 | 148,184 | |||||||||
Depreciation and amortization | 212,034 | 229,673 | 267,743 | |||||||||
Other provisions | 196,306 | 59,993 | ||||||||||
Write off of fixed assets | 57,184 | |||||||||||
Changes in operating assets and liabilities: | ||||||||||||
Trade receivables | (44,952 | ) | 69,459 | (72,727 | ) | |||||||
Recoverable taxes and other current assets | (193,331 | ) | (140,883 | ) | (162,013 | ) | ||||||
Trade accounts payable | 869 | 11,389 | (15,701 | ) | ||||||||
Accrued expenses and other payables | 40,598 | (213,825 | ) | (190,188 | ) | |||||||
Cash flows provided by operating activities | 1,061,957 | 1,339,063 | 969,824 | |||||||||
Investing activities: | ||||||||||||
Short-term investments | ||||||||||||
Purchases of short – term investments | (629,628 | ) | (401,788 | ) | (341,283 | ) | ||||||
Proceeds from short – term investments | 718,699 | 125,145 | 388,180 | |||||||||
Purchase of other rights and machinery furniture and equipment | (442,937 | ) | (620,332 | ) | (996,763 | ) | ||||||
Cash flows provided by (used in) investing activities | (353,868 | ) | (896,976 | ) | (949,866 | ) | ||||||
Insurance proceeds | (115,496 | ) | (54,304 | ) | ||||||||
Financing activities: | ||||||||||||
Payment of dividends | (190,013 | ) | (199,989 | ) | (210,663 | ) | ||||||
Cash flows used in financing activities | (190,013 | ) | (199,989 | ) | (210,663 | ) | ||||||
Effects of inflation on cash and cash equivalents | 15,245 | (33,015 | ) | (43,521 | ) | |||||||
Decrease in cash and cash equivalents | 533,321 | 93,587 | (288,530 | ) | ||||||||
Cash and cash equivalents at beginning of period | 490,328 | 1,023,649 | 1,117,236 | |||||||||
Cash and cash equivalents at end of period | Ps. | 1,023,649 | Ps. | 1,117,236 | Ps. | 828,706 | ||||||
Supplemental cash disclosures: | ||||||||||||
Asset tax and tax paid on dividends | Ps. | 238,785 | Ps. | 226,990 | Ps. | 211,668 | ||||||
Supplemental non-cash disclosures: | ||||||||||||
Recovered tax on dividends | Ps. | 27,622 | Ps. | 0 | Ps. | 0 | ||||||
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Chief Financial and Strategic Planning Officer | ||
Grupo Aeroportuario del Sureste, S.A.B. de C.V. |
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Exhibit No. | Description | |
1.1 | An English translation of the Amended and Restated Bylaws (Estatutos Sociales) of the Company. | |
2.1 | Deposit Agreement among the Company, The Bank of New York and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
3.1 | Trust Agreement among the Company, ITA and Bancomext, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
3.2 | Amendment dated May 15, 2007 to the Trust Agreement dated November 18, 1998 among the Company, ITA and Bancomext, English translation. | |
4.1 | Amended and Restated Cancun Airport Concession Agreement and annexes thereto, together with an English translation and a schedule highlighting the differences between this concession and the Company’s other concessions (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
4.2 | Participation Agreement among the Company, the Mexican Federal Government through the Ministry of Communications and Transportation, Nacional Financiera, S.N.C. (“NAFIN”), Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Villahermosa, S.A. de C.V., Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra Concesiones de Infraestructuras de Transporte, S.A., Groupe GTM, S.A., Inversiones y Tecnicas Aeroportuarias, S.A. de C.V. (“ITA”), Banco Nacional de Comercio Exterior, S.N.C. (“Bancomext”) and Aeropuertos y Servicios Auxiliares (“ASA”), together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
4.3 | First Amendment to the Participation Agreement, the Shareholders Agreement and the Technical Assistance Agreement among the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Bancomext, the Company, Servicios Aeroportuario del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V. and Aeropuerto de Villahermosa, S.A. de C.V.; ITA, Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra Concesiones de Infraestructura de Transporte, S.A. de C.V. and Groupe GTM, S.A. (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
4.4 | Second Amendment dated April 30, 2007 to the Participation Agreement dated December 18, 1998 among the Company, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Villahermosa, S.A. de C.V., Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra Concesiones de Infraestructuras de Transporte, S.A., Groupe GTM, S.A., ITA, Bancomext, ASA and Fernando Chico Pardo, English translation. | |
4.5 | Technical Assistance and Transfer of Technology Agreement among the Company, Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Villahermosa, S.A. de C.V., Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra Concesiones de Infraestructuras de Transporte, S.A., VINCI, S.A. and ITA, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
8.1 | List of subsidiaries of the Company (incorporated by reference to our registration statement on Form F-1 (File No. 333-12486) filed on September 7, 2000). | |
11.1 | Code of Ethics (incorporated by reference to our Form 20-F filed on June 16, 2004). | |
12.1 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
12.2 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
13.1 | Certifications of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
15.1 | Attestation Report of the Registered Public Accounting Firm. |